Exhibit 14.1



Brightwood
Capital Advisors, LLC



Brightwood
Capital Corporation I







Code
of Ethics



July 2022



This Code of Ethics (the “Code”) is
the sole property of Brightwood Capital Advisors, LLC and its subsidiaries and affiliates (collectively, the “Company”) and
must be returned to the Company upon termination for any reason of an Employee’s (as defined herein) association with the Company.
The contents of the Code are strictly confidential. Employees may not copy or reproduce the Code in whole or in part or make it available
in any form to non-Employees without prior approval from the Company’s Chief Compliance Officer (as defined herein).













Table of Contents



|Introduction                                                    | 2                                                            
|--------------------------------------------------------------- | -------------------------------------------------------------
|I.                                                              | General                                                      
|A.                                                              | Statement of General Principles                              
|B.                                                              | Initial and Annual Acknowledgment                            
|C.                                                              | Reporting Violations of the Code of Ethics                   
|II.                                                             | Employees’ Conduct                                           
|A.                                                              | Conflicts of Interest                                        
|B.                                                              | Outside Business Activities                                  
|C.                                                              | Gifts and Entertainment                                      
|D.                                                              | Political Contributions                                      
|III.                                                            | Prevention and Detection of Insider Trading                  
|IV.                                                             | Personal Trading Policies and Procedures                     
|A.                                                              | Pre-Clearance Procedures                                     
|B.                                                              | Securities and Instruments that Require Pre-Clearance        
|C.                                                              | Personal Trading Accounts                                    
|D.                                                              | Reporting                                                    
|E.                                                              | Review                                                       
|F.                                                              | Restricted List                                              
|G.                                                              | Investments in Limited Offerings and Initial Public Offerings
|H.                                                              | Remedial Actions                                             
|V.                                                              | Bad Actor Rule                                               
|A.                                                              | Definitions                                                  
|B.                                                              | Verification by Covered Persons                              
|C.                                                              | Remedial Actions                                             
|Brightwood’s Ethical Decision-Making Framework                  | 21                                                           
|Appendix A: Initial Certification and Acknowledgment Form       | 22                                                           
|Appendix B: Annual Certification and Acknowledgment Form        | 23                                                           
|Appendix C: Securities Subject to the Pre-Clearance Requirement | 24                                                           







2







Introduction



This Code applies to each
Employee (as defined below) of the Company and is intended to govern the activities and conduct of Employees acting on behalf of the Company,
as well as certain personal activities and conduct of Employees. The Code does not attempt to serve as a comprehensive guide regarding
the conduct of Employees, but rather is intended to establish general rules of conduct and procedures applicable to all Employees.
This Code also applies to each Director (as defined below) of Brightwood Capital Corporation I (the “BDC”).



Any questions regarding this
Code, or other compliance issues, must be directed to the Chief Compliance Officer (“CCO”) of the Company or the BDC. The
Compliance Department, under the supervision of the CCO, is responsible for administering and implementing this Code. All Employees and
Directors are required to be thoroughly familiar with the Company’s and BDC’s standards and procedures as described in this
Code.



In order to make it easier
to review and understand the standards and procedures of this Code, commonly used terms are defined below.



“Access
Person,”means any Employee of the Company or Director of the BDC who: (i) has access to non-public information
regarding Clients’ (as defined below) investments, including the purchase or sale of Securities (as defined below); (ii) has
access to non-public information regarding the portfolio holdings of any Client; (iii) is involved in making investment and Securities
recommendations to the Clients; (iv) has access to such recommendations that are non-public; or (v) is a director, officer or
partner of the Company. All voting and non-voting members of the Company’s investment committee are deemed Access Persons, as are
all Directors of the BDC.



“Advisers
Act”means the Investment Advisers Act of 1940, as amended.



“Beneficial
Ownership” in Securities (as defined below) means direct or indirect pecuniary interest in the Securities held or shared
directly or indirectly through any contract, arrangement, understanding, relationship or otherwise. An Employee or Access Person is presumed
to be a Beneficial Owner of Securities that are held by his or her immediate family members sharing the Employee’s or the Access
Person’s household or to which the Employee or Access Person provides material financial support.



“Chief
Compliance Officer” or “CCO” refers to Darilyn T. Olidge, Esq., as CCO of the Company and the
BDC as the context requires



“Chief
Executive Officer” or “CEO” refers to Sengal Selassie, as the CEO of the Company and the BDC as the
context requires.



“Client”means any entity to which the Company provides investment advisory or management services, including investment funds (e.g.,
Brightwood Capital Fund III Holdings, LP, Brightwood Capital Fund IV, LP, the BDC, etc.) and private accounts (e.g., separately managed
accounts).



“Company”
means Brightwood Capital Advisors, LLC and each affiliated entity under common control, which are engaged in the business of providing
investment advisory or management services.





3







“Compliance”
refers to the Chief Compliance Officer or her designee.



“Director”
means any director of the BDC.



“Employee”
means any partner, officer, director (or other person occupying a similar status or performing similar functions) or employee of the Company,
as well as any other person who provides investment advice on behalf of the Company and is subject to the supervision and control of the
Company.



“Fund”means any pooled investment vehicle (e.g., a private fund vehicle) to which the Company provides investment advisory or management
services.



“Independent
Director” means a director of the BDC who is not an “interested person” of the BDC within the meaning of
Section 2(a)(19) of the Act.



“Initial
Public Offering”or “IPO”means an offering of Securities registered under the Securities Act (as
defined below), the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13
or 15(d) of the Securities Exchange Act (as defined below).



“Investment
Company Act” means the Investment Company Act of 1940, as amended.



“My
Compliance Office” or “MCO” means the Company’s electronic compliance monitoring platform through
which Employees submit pre-clearance requests for Securities transactions, private placements, IPOs, gifts and entertainment and
outside business activities, as well as document receipt and understanding of the Company’s Compliance Manual, Code of Ethics and
other documents. MCO is also used to submit Quarterly Transaction Reports / Attestations and Annual Holdings Reports / Attestations and
may be used for other functions as determined by Compliance.



“Non-Reportable
Securities” for the avoidance of doubt, the term excludes exchange traded-funds and closed-end mutual funds (which are
Reportable Securities, as defined below). Non-Reportable Securities include: (i) direct obligations of the United States federal
government; (ii) bankers’ acceptances, bank certificates of deposit, commercial paper and high-quality short-term debt instruments,
including repurchase agreements; (iii) shares issued by money market funds; (iv) shares issued by open-end registered investment
companies (e.g., open-end mutual funds), other than Clients advised or underwritten by the Company or an affiliate; and (v) shares
issued by unit investment trusts that are invested exclusively in one or more open-end registered investment companies, none of which
are advised or underwritten by the Company or an affiliate.



“Personal
Trading Account”means a personal investment or trading account of an Employee or Access Person or a related account.
Personal Trading Account includes: (i) any investment or trading account in which an Employee has a direct or indirect beneficial
interest; (ii) trusts for which an Employee or Access Person acts as trustee, executor, custodian or discretionary manager; (iii) accounts
for the benefit of the Employee or Access Person’s spouse or minor child; (iv) accounts for the benefit of a relative living
with the Employee or Access Person; and (v) accounts for the benefit of any person to whom the Employee or Access Person provides
material financial support. A Personal Trading Account may also include an investment or trading account over which an Employee or Access
Person exercises control or provides investment advice or a proprietary investment or trading account maintained for the Company or its
Employees and Access Persons.





4







“Private
Placement” means an offering of Securities that is exempt from registration under the Securities Act, pursuant to Section 4(2) or
Section 4(6) or pursuant to Rules 504, 505 or 506 of Regulation D.



“Reportable
Securities” has the same meaning as Securities (defined below).



“SEC”means the United States Securities and Exchange Commission.



“Security”
or “Securities” means any, or a combination of any, note, stock, treasury stock, security future, bond, debenture,
evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization
certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security,
fractional undivided interest in oil, gas or other mineral rights, any put, call, straddle, option or privilege on any security (including
a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof) or any
put, call, straddle, option or privilege entered into on a national securities exchange relating to foreign currency or, in general, any
interest or instrument commonly known as a “security” or any certificate of interest or participation in, temporary or interim
certificate for, receipt for, guaranty of or warrant or right to subscribe to or purchase any of the foregoing. For purposes of this Code,
all “Securities” are deemed to be “Reportable Securities.”



“Securities
Act” means the Securities Act of 1933, as amended.



“Securities
Exchange Act” means the Securities Exchange Act of 1934, as amended.



“Third
Party Managed Account” means a Personal Trading Account for which the Employee does not retain direct or indirect influence
or control. For purposes of this Code, an Employee does not have influence or control over an account if the Employee cannot (i) suggest
purchases or sales of investments in the account to a third-party manager; (ii) direct transactions within the account; or (iii) consult
with a third-party manager regarding the selection or allocation of specific investments in the account.



Other capitalized terms used herein may be defined
elsewhere in the Code or have the meaning given such term under applicable law.





5







I.General



A.Statement
of General Principles



Pursuant to Section 206
of the Advisers Act and Rule 17j-1 under the Investment Company Act, this Code is predicated on the principle that the Company owes
a fiduciary duty to any entity to which the Company provides investment advisory or management services, including its Clients. The interests
of the Clients must always be recognized, respected and take precedence over the personal interest of Employees and Directors. In any
decision relating to personal investments or other matters, Employees and Directors must avoid serving their own personal interests ahead
of any Client’s interests, taking inappropriate advantage of their position with the Company or taking inappropriate advantage on
the Company’s behalf.



It is critical that Employees
and Directors avoid any situation that might present, or appear to present, any actual or potential conflict of interest with the interests
of the Client, or compromise or appear to compromise, Employees’ and Directors’ ability to exercise fully their independent
best judgment for the benefit of the Clients. Accordingly, all Personal Trading Account activity, and Employees’ and Directors’
activities generally, must comply fully with both the letter and spirit of this Code and the principles described herein. Moreover, Employees
and Directors are required to comply with all applicable securities laws, rules and regulations and must promptly report any violations
of this Code or any violations of securities laws, rules or regulations to Compliance.



Disciplinary actions for failure
to comply with the Code may include cancellation of personal trading transactions, disgorgement of profits from such transactions, suspension
of personal trading privileges, grievances to personnel files, suspension of employment or termination of employment. The CCO will determine,
in consultation with the Chief Executive Officer, what disciplinary and remedial action is warranted, taking into consideration the relevant
facts and circumstances, including the severity of the violation, possible harm to the Clients and their investors and whether the Employee
has previously engaged in any improper conduct. Ultimately, however, the decision whether to impose disciplinary action or remedial measures
and sanctions, including, but not limited to, regulatory disclosure, and the nature of such disciplinary actions or remedial measures
and sanctions, rests with the CCO.



The Code is an integral part
of the Company’s compliance program and may be revised and/or supplemented from time to time by the CCO.



B.Initial
and Annual Acknowledgment



Each Employee upon hire is
required to sign the “Initial Certification and Acknowledgment Form” (Appendix A) acknowledging that he or she has
received a copy of the Code and certifying that he or she has read and understands the Code and agrees to abide by its provisions. Note
that Employees may provide such acknowledgement through My Compliance Office by completing the requisite new hire task and attestation.
Thereafter, each Employee shall, at least annually, sign the Company’s “Annual Certification Acknowledgment Form” (Appendix
B), or provide such attestation through My Compliance Office, reaffirming, among other things, that he or she continues to abide by
the Code’s provisions and that he or she has reported all Securities transactions, except for transactions in Non-Reportable Securities.





6







C.Reporting
Violations of the Code of Ethics



All Employees must promptly
report any violations of the Code to Compliance and to their respective supervisor. Any violations reported to, or independently discovered
by, Compliance shall be promptly reviewed, investigated and reported to the Employee’s supervisor and the CEO.



All reported Code violations
will be treated as being made on an anonymous basis. Any retaliation for reporting a violation of the Code will constitute a further violation
of the Code, as well as a possible violation of the anti-retaliation provisions of the SEC’s Whistleblower Rule, Section 21F
of the Securities Exchange Act. For more information, please refer to the “Whistleblower Policy” in the Company’s Compliance
Manual.



II.Employees’
Conduct



A.Conflicts
of Interest



It is Company policy that
all Employees conduct business affairs in accordance with the highest principles of business ethics and in such a manner as to avoid actual
or potential conflicts of interest. To that end, all Employees should promptly report to Compliance and their supervisor any situation
or circumstance which may give rise to a conflict of interest. The CCO, in conjunction with the relevant Employees and/or the CEO, will
then determine the most appropriate course of action to avoid or mitigate the perceived conflict.



B. Outside Business Activities



Business activities other
than employment at the Company may present conflicts of interest. Such activities may include, but are not limited to: (i) serving
as an officer, director, trustee or partner of any business organization; (ii) participating as a member of a limited liability company
or a limited partner of a limited partnership; or (iii) serving as an Employee or consultant, a teacher or lecturer, a publisher
of articles or a radio or television guest. Accordingly, each Employee must disclose upon hire all outside business activities to the
Compliance, and prior to engaging in any new outside business activity, must seek approval from Compliance and the Employee’s supervisor
by submitting an Outside Business Activity Form through My Compliance Office.1



Unless prior approval is granted
by Compliance and the Employee’s supervisor, the Company generally does not permit Employees to serve as an officer, partner or
employee of another company or business or as a member of the board of directors or trustees of any business organization.2
These types of positions present particular conflicts of interest and a determination of an Employee’s eligibility to serve in such
a position necessarily involves an assessment of whether such service would be consistent with the interests of the Company or compromise
the Employee’s fiduciary duty to the Clients. For the avoidance of doubt, Employees may serve as an officer, partner, employee,
or as a member of the board of directors or trustees of any civic or charitable organization with prior approval from the Employee’s
supervisor and Compliance.








1The CCO must submit pre-approval requests on her own behalf to the CEO.

2Serving as an officer or on the board of directors for a portfolio company of a Client will not be deemed an outside business
activity.





7







Compliance, in consultation
with the Employee’s supervisor, will determine whether permission to engage in the outside activity should be granted or denied,
based on a consideration of the nature of the outside activity, the number of hours involved, the amount of compensation and any other
factors that may be relevant.



Under no circumstances may
an Employee represent or suggest that his or her association with any outside business activity in any way reflects the approval by the
Company of that organization, such organization’s securities, its manner of doing business or any person connected with such organization
or its activities.



| | C. | Gifts and Entertainment
| | -- | -----------------------



In light of the nature of
the Company’s business, its fiduciary obligations to the Clients, as well as the regulatory environment in which the Company conducts
its business, the Company has adopted this Gifts and Entertainment policy to impose limits on, and monitor the nature and quantity of,
 “business-related” gifts, gratuities and entertainment. “Business-related” gifts, gratuities and entertainment
are those that the Company’s Employees give to, or receive from, a person or company that: (i) conducts business with or provides
services to the Company; (ii) may do business or is being solicited to do business with the Company; or (iii) is associated
with an organization that conducts or seeks to conduct business with the Company.



This policy is not intended
to prevent Employees from giving or receiving gifts, gratuities or entertainment, provided that such gifts and entertainment are not extravagant,
costly, lavish or excessive. Rather, this policy is intended to ensure that the practice of giving and accepting gifts, gratuities or
entertainment is not abused and does not compromise the integrity, objectivity or fiduciary responsibilities of the Company or its Employees,
create an appearance of impropriety or raise potential conflicts of interest. For purposes of this policy, value is the higher of cost
or fair market value.



Certain gifts and entertainment
are deemed customary in the conduct of business. However, to avoid the appearance of a conflict of interest, care should be taken not
to engage in the giving or receiving of gifts that could be considered excessive, beyond what is customary in the usual course of business,
or interfere with the impartial discharge of the Company’s responsibilities to the Clients or place the Company in a difficult or
embarrassing position.



If there is any question as
to the scope or application of this policy, Employees should consult with Compliance or their supervisor.





8







1.Required
Gift and Entertainment Approvals



a.Offering
and Accepting Gifts



A “gift” refers
to any object or thing of value provided for the recipient’s personal use or enjoyment. If, for example, the giver of tickets for
an event does not intend in advance to be present at such event, then the tickets will be deemed a gift.



Each Employee may offer or
accept business-related gifts of up to $100 in value per individual gift to or from any third party with whom the Company conducts business,
or could reasonably expect to conduct business, without the prior approval of Compliance and the Employee’s supervisor. For the
avoidance of doubt, Employees are prohibited from giving or accepting any gift of cash or cash equivalents to or from any third party
to whom this policy applies.



For individual gifts that
exceed the $100 threshold, Employees must request approval from Compliance and the Employee’s supervisor through My Compliance Office
by completing the requisite form upon receipt of or prior to offering such gift.3



| | b. | Offering and Accepting Entertainment
| | -- | ------------------------------------



“Entertainment”
refers to meals, sporting events or other entertainment events where the giver intends to participate in or attend the event with the
recipient (e.g., the giver accompanies the recipient of baseball tickets to the game). If the giver intends to participate in the event,
then such an event will be deemed entertainment.



Each Employee may offer or
accept business-related entertainment of up to $200 per person in value to or from any third party with whom the Company conducts business,
or could reasonably expect to conduct business, without the prior approval of Compliance or the Employee’s supervisor, provided
that the Employee and the business associate both attend and that such entertainment is not so frequent, costly, lavish or excessive as
to raise questions of impropriety. Each Employee is expected to use professional judgment in entertaining and being entertained by a business
associate. If there is any question as to whether a specific entertainment event can be offered or accepted, Compliance or the Employee’s
supervisor should be consulted. For entertainment that exceeds the $200 threshold, Employees must request approval from Compliance and
the Employee’s supervisor through My Compliance Office by completing the requisite form prior to offering or accepting such entertainment.



Employees may attend seminars
sponsored or paid for by any third party with whom the Company conducts business, or could reasonably be expected to conduct business,
provided that attendance at the seminar is not so costly or the event so lavish as to raise conflict of interest issues. If there is any
question as to whether such an event may raise conflict of interest issues, Compliance should be consulted.








3The CCO must submit any pre-approval requests on her own behalf to the CEO.









9









2.Public
Officials



Public officials are governed
by strict laws, rules, regulations and internal controls which prohibit the acceptance of entertainment, meals, gifts and other items
of value from firms and persons with whom they do business. In addition, providing gifts and entertainment to public officials may subject
the Company to lobbying and/or gift laws in certain jurisdictions. Accordingly, care must be taken when providing gifts and entertainment
to such persons. To that end, Employees must receive approval from the CCO prior to providing a gift or entertainment of any value
to a public official or an employee of a public or government agency. In addition, gifts and entertainment that exceed the thresholds
set forth in section II.C.1. of this Code must be submitted for approval through My Compliance Office.



3.Prohibited
Conduct



No gift or entertainment should
ever be accepted with the expectation of any quid pro quo from the Company or any Employee. As stated previously, Employees are
prohibited from giving, and must tactfully refuse, any gift of cash, gift certificate or cash equivalents.



No Employee may accept any
compensation from brokers, portfolio companies or prospective portfolio companies for speaker fees or honorarium for addresses or papers
given before audiences or consulting services or advice they may render. Likewise, Employees may neither request nor accept loans or personal
services from brokers, portfolio companies or prospective portfolio companies.



Furthermore, to ensure compliance
with the Foreign Corrupt Practices Act (“FCPA”), Employees are prohibited from directly or indirectly paying or giving, offering
or promising to pay, giving or authorizing or approving such offer or payment, of any funds, gifts, services or anything else of any value,
no matter how small, or seemingly insignificant, to any Covered Person (as such term is defined under the FCPA) for any business or Company-related
reasons. For more information, please refer to the Foreign Corrupt Practices Act section of the Company’s Compliance Manual.



4.Charitable
Contributions



The Company may, in its sole
determination, make contributions to charities, educational or community-related events, fundraisers or other activities or events which
the Company believes meets its criteria of a worthy cause. However, such contributions must never be made for the purpose of influencing
or retaining the Company’s business relationships or when such a perception might arise.



Donations by the Company or
Employees to charities with the intention of influencing such charities to become Clients or investors are strictly prohibited. Employees
should notify Compliance about any actual or apparent conflict of interest in connection with any charitable contribution, or about any
contribution that could give an appearance of impropriety.





10







D.Political
Contributions



Rule 206(4)-5 under the
Advisers Act (the “Pay-to-Play Rule”) addresses practices commonly known as “pay-to-play”, where an investment
adviser or its Employees directly or indirectly make contributions or other payments to U.S. public officials with the intent of generating
investment advisory business. Violations of the Pay-to-Play Rule can have serious implications on the Company’s ability to
manage capital for state and local government agencies and instrumentalities. Specifically, the Company can be precluded from managing
money for a U.S. state or local government entity or may need to return fees received or waive fees to be received from such government
entity for up to two years.



This Political Contributions
Policy places explicit prohibitions on Employees and Access Persons in connection with their Political Contributions and Solicitation
Activities (as defined herein). Employees and Access Persons are prohibited from making any direct or indirect Political Contributions
to any public officials or candidates for public office in the United States. This policy also prohibits Political Contributions
that may be made in the Company’s name or on the Company’s behalf.



1.Definitions



For purposes of this Political Contributions Policy,
the following definitions apply:



“Political
Contribution” means a contribution to any candidate or official for federal, state or local public office. Specifically,
a Political Contribution is any gift, subscription, loan, advance, deposit of money or thing of value made for the purpose of supporting
a candidate for or influencing an election to office. This includes, for example, repaying a candidate’s campaign debt
incurred in connection with any such election or paying the transition or inaugural expenses of the successful candidate for any such
election. “Political Contribution” also includes “in-kind” and monetary contributions to a candidate
or official, as well as indirect contributions (e.g., contributions made at the behest of an Employee through a family member or
friend). This term includes contributions made to a political action committee (as defined below).



“Political
Action Committee” or “PAC”means an organization that raises money privately to influence elections
or legislation



“Solicitation
Activity” means coordinating, or soliciting any person or PAC to make, any (i) Political Contribution or (ii) payment
to a political party of a state or locality where the Company is providing or seeking to provide investment advisory services to a government
entity.



| | 2. | Prohibitions and Disclosure
| | -- | ---------------------------



Employees are required to
disclose Political Contributions made by themselves and any family member living in the same household or to whom the Employee provides
material financial support within the past two years at the time of hire in a questionnaire distributed to the Employee by Compliance.



Employees and any family member
living in the same household or to whom the Employee provides material financial support, are prohibited from making any Political Contribution
to or participating in any political Solicitation Activity on behalf of any political candidate, official, party or organization.





11







| | 3. | Corporate Contributions
| | -- | -----------------------



Neither the Company nor the
Employees may use personal or corporate funds to make Political Contributions on behalf of or in the name of the Company.



| | 4. | Charitable Contributions Distinguished
| | -- | --------------------------------------



Contributions to a charity
are not considered Political Contributions unless made to, through, or in the name of a fund controlled by a federal, state or local candidate
or official. This policy is not intended to impede legitimate, charitable fund-raising activities. Any questions regarding whether an
organization is a charity should be directed to Compliance.



| | 5. | International Contributions
| | -- | ---------------------------



Political Contributions by
the Company or Employees to politically connected individuals or entities, anywhere outside of the United States, with the intention of
influencing such individuals or entities for business purposes are strictly prohibited. For more information, please refer to the relevant
sections of the Company’s compliance manual on the FCPA and UK Bribery Act.



III.Prevention
and Detection of Insider Trading



The Company’s business
may require Employees and Access Persons to deal with highly confidential or sensitive information related to public companies. Such information
may constitute material nonpublic information if it has not been disseminated to the public and is reasonably likely to affect the market
value or trading of the public company’s securities. The misuse of material nonpublic information may violate federal and state
securities laws, as well as other regulatory requirements, and damage the reputation and/or financial position of the Company and its
Employees and Access Persons.



The misuse of material non-public
information is generally known as “insider trading”. Insider trading is not explicitly defined in securities laws; however,
it has been interpreted to mean trading on the basis of material non-public information for profit or to avoid loss. Securities laws have
been interpreted to prohibit trading while in possession of material non-public information, whether received directly or indirectly or
communicating material non-public information to others in breach of a fiduciary duty.



The
Company prohibits all Employees and Access Persons from trading for the Company, on behalf of the Clients, oneself or for others on the
basis of material non-public information. Furthermore, communicating material non-public information to others, except
as provided below, is expressly forbidden. The Company’s policy extends to activities within and outside an Employee’s and
Access Person’s relationship with the Company.





12







Violations of this policy
may include stringent penalties, in addition to disciplinary actions that may be taken by the Company. Employees and Access Persons may
face monetary penalties of up to three times the illicit profits gained or losses avoided, as well as disgorgement of profits or losses
avoided from such transactions, disbarment from the securities industry and/or incarceration. In addition, the Company may face monetary
penalties and reputational damage.



It is the responsibility of
each Employee and Access Person to notify Compliance immediately if they have come into possession of material non-public information.
If an Employee or Access Person has questions as to whether he or she is in possession of material non-public information, the Employee
or Access Person should consult with Compliance. For more information, please refer to the section on material non-public information
in the Company’s compliance manual.



IV.Personal
Trading Policies and Procedures



Rule 204A-1 under the
Advisers Act and Rule 17j-1 under the Investment Company Act requires the Company’s Code to impose certain restrictions on
the personal securities trading of Employees and Access Persons and any family member living in the same household or to whom the Employee
or Access Person provides material financial support. Such restrictions include obtaining pre-approval for certain trades or private transactions
and reporting certain trading activities and Securities holdings. Please see Appendix C for a summary of pre-approval requirements.



Pursuant to the Rule, the
following Personal Trading Policy is designed to prevent potential legal, business or ethical conflicts and to minimize the risk of unlawful
trading in any Personal Trading Account and guard against the misuse of confidential information. All personal trading and other activities
of Employees and Access Persons and any family member living in the same household or to whom the Employee or Access Person provides material
financial support, must avoid any conflict or perceived conflict with the interests of the Company, the Clients and the investors in the
Clients.



Employees are expected to
devote their time during the course of the business day to the business of the Company. The Company discourages, and monitors for, excessive
personal trading that would distract Employees from their daily work responsibilities.



A.Pre-Clearance
Procedures



Employees and Access Persons,
but not including Independent Directors, must request approval from the CCO and their respective supervisor through My Compliance Office
by completing the requisite form, before executing any Securities transaction in a Personal Trading Account (each such transaction, a
 “Personal Securities Transaction”). Compliance shall retain a log of all requested transactions, with such log indicating
whether Employees’ or Access Persons’ requests for pre-clearance have been approved or denied. When submitting requests, Employees
and Access Persons are required to certify that they do not possess material non-public information or have any other reason preventing
them from engaging in the requested transaction.



Compliance will promptly notify
an Employee or Access Person of the Company’s approval or denial of the requested Personal Securities Transaction by sending notification
to the Employee or Access Person. Such notifications are facilitated through MCO by a system generated email to the Employee. Once pre-clearance
for a transaction is granted, the transaction must be executed within 48 hours of approval. If the transaction is not executed or is only
partially executed within the approved timeframe, a new pre-clearance request must be submitted to Compliance and the Employee’s
or Access Person’s supervisor prior to executing or continuing the transaction.





13







All notifications of approval
or denial of pre-clearance to enter into a Personal Securities Transaction issued by Compliance are confidential.



B.Securities
and Instruments that Require Pre-Clearance



Employees and Access Persons,
but not including Independent Directors, must obtain pre-clearance from Compliance and their respective supervisor for any Personal Securities
Transaction before completing any such transaction.4 Employees and Access Persons are prohibited from trading in the
securities of any companies on the Company’s Restricted List (as discussed below). Please see Appendix Cfor a list of trading
approval procedures for specific Securities transactions.



C.Personal
Trading Accounts



Employees and Access Persons,
but not including Independent Directors, are required to report to Compliance, upon hire and at least annually thereafter, all Personal
Trading Accounts of the Employee or Access Person and all Securities held in such accounts. Additionally, upon opening or closing a Personal
Trading Account, Employees and Access Persons are required to disclose such account to Compliance through My Compliance Office. For the
avoidance of doubt, all Personal Trading Accounts must be disclosed to Compliance, irrespective of whether the account has the ability
to hold Reportable Securities. Each Employee and Access Person shall authorize the electronic transmission of trading information relating
to such Personal Trading Accounts, or, if not available, duplicate copies of all account statements, to Compliance and shall report all
private securities transactions that are not reflected in the account statements of such Personal Trading Accounts to Compliance and their
respective supervisor promptly.



D.Reporting



Each Employee and Access Person,
but not including Independent Directors, must submit the below referenced reports to Compliance and their respective supervisor detailing
all transactions in which the Employee or Access Person (including any family member living in the same household or to whom the Employee
or Access Person provides material financial support) has, or by reason of such transaction acquires, any direct or indirect Beneficial
Ownership.5








4The CCO must submit any pre-approval requests on her own behalf to the CEO.

5For purposes of these procedures where the activity involves the Personal Trading Accounts or trading activity of the CCO,
copies of any notice, account statement or report will be given to the CEO who will be responsible for reviewing transactions in any
Personal Trading Account of the CCO.





14







| | 1. | Quarterly Transaction Reports
| | -- | -----------------------------



Employees and Access Persons,
but not including Independent Directors, are required to instruct their brokers to send to the Company electronic transmission of transactions
within their Personal Trading Accounts and in the accounts of any family member living in the same household or to whom the Employee or
Access Person provides material financial support. If such electronic feed cannot be established, Employees and Access Persons must instruct
their brokers to send to the Company duplicate copies of such accounts.



If duplicate statements are
provided, such statements must be received by Compliance, no later than 30 days after the end of each calendar quarter. If their trades
do not occur through a broker-dealer (e.g., purchase of a private investment fund), such transactions shall be reported separately at
the time of the transaction and a record of such investment will be retained accordingly.



Consistent with the Advisers
Act and the Investment Company Act, each electronic feed or quarterly transaction report shall contain at least the following information
for each transaction in a Reportable Security in which the Employee or Access Person had, or as a result of the transaction acquired,
any direct or indirect Beneficial Ownership: (i) the date of the transaction, the title and, as applicable, the exchange ticker symbol
or CUSIP number, the interest rate and maturity date (if applicable), the number of shares and the principal amount of each involved;
(ii) the nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition); (iii) the
price of the Reportable Security at which the transaction was effected; (iv) the name of the broker, dealer or bank with or through
which the transaction was effected; and (v) the date that the report is submitted.



In connection with this reporting
requirement, each Employee and each Access Person must complete a Quarterly Transaction Report / Attestation through MCO no later than
30 days of the end of each calendar quarter.



| | 2. | Initial and Annual Holdings Reports
| | -- | -----------------------------------



New Employees and Access Persons,
but not including Independent Directors, will be required to report all personal securities holdings to Compliance no later than 30 days
after the commencement of their employment. The initial holdings report must be current as of a date not more than 45 days prior to the
date the person becomes an Employee or Access Person with the Company. Annually thereafter, existing Employees and Access Persons are
required to provide the Company with a complete list of Reportable Securities holdings, no later than 45 days after calendar year end.



Each holdings report (both
the initial and annual) must contain, at a minimum: (i) the title and type of Security and, as applicable, the exchange ticker symbol
or CUSIP number, number of shares and principal amount of each Reportable Security in which the Employee or Access Person has any direct
or indirect Beneficial Ownership; (ii) the name of any broker, dealer or bank with which the Employee or Access Person maintains
an account in which any Securities are held for the Employee or Access Person’s direct or indirect benefit; and (iii) the date
the Employee or Access Person submits the report. This information can be completed by providing the Company with the most recent brokerage
statement of the Employee or Access Person and their associated family members or dependents, whereby such statements list the requisite
details of such holdings.





15







In connection with this reporting
requirement, each Employee and each Access Person must complete an Annual Holdings Report / Attestation through MCO no later than 45 days
after calendar year end.



E.Review



Compliance will closely monitor
the investment activity of Employees and Access Persons to detect any abuses.



F.Restricted
List



In general, the Company’s
Restricted List will consist of (i) issuers or companies with respect to which Compliance has been made aware that an Access Person
or Employee has received, expects to receive or may be in a position to receive material non-public information; (ii) issuers or
companies on whose board of directors or similar body or Employee serves (notwithstanding an “open window” period, during
which such issuers or companies are not restricted); (iii) private entities with which the Company has entered into a Non-Disclosure
Agreement (a “NDA”) when information under such agreement may include material non-public information of a public issuer or
company; (iv) companies for which any Employee or Access Person has received material non-public information when evaluating hedging
strategies or private positions; and (v) other companies that the Company, Access Persons, Employees or the Clients should not be
trading or in which such investments should not be made for various reasons, as may be determined from time to time by the CCO or management
of the Company.



Any time an Employee or Access
Person, but not including Independent Directors, receives material non-public information (as described in the “Policies and Procedures
to Prevent and Detect Insider Trading” section of the Company’s Compliance Manual) about a company that has issued publicly
traded securities, such company will be added to the Company’s Restricted List. Employees and Access Persons are responsible for
contacting Compliance any time they receive or intend to receive any non-public information about a public company. Anytime the Company
executes an NDA, the company about which the Company is receiving information is immediately added to the Restricted List. Employees and
Access Persons should notify Compliance and their respective supervisor of any potential counterparties that may lead to an NDA. Compliance
shall be responsible for maintaining the Company’s Restricted List.



1.Overview



Absent an exception granted
by the CCO, Employees and Access Persons, but not including Independent Directors, (including any family member living in the same household
or to whom the Employee or Access Person provides material financial support) are prohibited from trading or otherwise investing in the
securities of issuers or companies that are on the Company’s Restricted List on behalf of their own account, the Company’s
account or, in the case of publicly traded securities, a Client’s account until such security is removed from the Restricted List.





16







Compliance will ensure that
the Restricted List is available to all Employees and Access Persons. Employees and Access Persons are required to consult the Restricted
List as needed to comply with this policy.



The Restricted List is confidential
and may not be disclosed to anyone outside the Company as it may contain material non-public information and/or information proprietary
to the Company. Accordingly, Employees and Access Persons are prohibiting from disclosing the contents of the Restricted List to anyone
outside of the Company without the prior consent of the CCO.



2.Content



Compliance shall maintain
on the Restricted List (i) the date an issuer or company was added, and (ii) the date such issuer or company is expected to
be removed, if known.



3.Review



Compliance will review the
Restricted List on a regular basis to determine whether any Employees or Access Persons remain in possession of non-public information.
Specifically, during the course of review, Compliance will update the Restricted List to reflect additional counter-parties to NDAs and
additional issuers or companies for which the Company has material non-public information or those issuers or companies for which the
Company no longer has non-public information. An issuer or company may be removed from the Restricted List by Compliance at other times
if it can be determined that no Employee or Access Person remains in possession of material non-public information, and no Employee or
Access Person has any intention of obtaining such information. In addition, if an Employee or Access person informs Compliance (and provides
credible evidence) that the information about an issuer or company on the Restricted List has become stale, or has been made public, and
as such, would no longer merit inclusion on the Company’s Restricted List, Compliance may remove such issuer or company from the
Restricted List.



Generally, if an issuer or
company is on the Restricted List because the Company has entered an NDA with respect to such issuer or company, the issuer or company
may be removed from the Restricted List: (i) upon the expiration or termination of the NDA, provided that no Clients invested in
the subject company; or (ii) two years following the final exit of any Client investment in the subject company. Compliance should
document the rationale for the removal of any publicly traded securities from the Restricted List.



Compliance may, but is not
required to, consider the opinion of the Company’s investment professionals or outside legal counsel in determining whether an issuer
or company should be added or removed from the Restricted List.



G.Investments
in Limited Offerings and Initial Public Offerings



No Employee and Access Person,
but not including Independent Directors, shall acquire, directly or indirectly, any Beneficial Ownership in any limited offering or IPO
without first obtaining prior approval of Compliance and their respective supervisor in order to preclude any possibility of the Employee
or Access Person profiting improperly from his or her position with Company.6 Compliance and the Employee’s or Access
Person’s supervisor shall obtain from the Employee or Access Person the full details of the proposed transaction and decide whether
any Clients have any foreseeable interest in purchasing such security.








6Requests for approval of private securities transactions and IPO transactions must be submitted through MCO.





17







H.Remedial
Actions



The Company takes the potential
for conflicts of interest caused by personal trading seriously. The Company reserves the right to prevent purchases or sales of a Security
by an Employee or Access Person for any reason it deems appropriate. In the event that an Employee or Access Person does not comply with
the Company’s personal trading policies, the Company reserves the right to impose various sanctions on such Employee or Access Person.
Such remedial action may include restrictions on future personal trading by the Employee or Access Person, monetary fines, disgorgement
of profits, reprimand or termination of employment.



V.Bad
Actor Rule



Rule 506(d) under
the Advisers Act (the “Bad Actor Rule”), effective September 23, 2013, prohibits Clients from relying on an exemption
from securities registration under Rule 506 if the Company, or any person covered by the Bad Actor Rule, has had a Disqualifying
Event (as defined below) following the effective date of the Bad Actor Rule. For purposes of the Bad Actor Rule, “covered persons”
include: (i) the Company, including its predecessors and affiliates; (ii) directors and certain officers of the Company; (iii) general
partners and managing members of the Company; (iv) 20% beneficial owners of any of the Clients (based on voting power); (v) investment
managers and principals of pooled investment funds; (vi) promoters and persons compensated for soliciting investors as well as the
general partners, directors, officers; and (vii) managing members of any compensated solicitor.



A.Definitions



For purposes of this policy, the following definitions
apply:



“Disqualifying
Events” include:



| | 1. | “Criminal convictions” in connection with the purchase or sale of a Security, making
of a false filing with the SEC or arising out of the conduct of certain types of financial intermediaries. The criminal conviction must
have occurred within 10 years of the proposed sale of Securities (or five years in the case of the issuer or company and its predecessors
and affiliated issuers or companies).
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 2. | “Court injunctions and restraining orders” in connection with the purchase or sale
of a Security, making of a false filing with the SEC or arising out of the conduct of certain types of financial intermediaries. The injunction
or restraining order must have occurred within five years of the proposed sale of Securities.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





18







| | 3. | “Final orders” from the Commodity Futures Trading Commission, federal banking agencies,
the National Credit Union Administration, or state regulators of Securities, insurance, banking, savings associations or credit unions
that:
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | Bar the issuer or company from associating with a regulated entity, engaging in the business of Securities,
insurance or banking or engaging in savings association or credit union activities; or
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | Are based on fraudulent, manipulative or deceptive conduct and are issued within 10 years of the proposed
sale of Securities.
| | - | -----------------------------------------------------------------------------------------------------------------------------



| | 4. | “Certain SEC disciplinary orders”relating to brokers, dealers, municipal Securities
dealers, investment companies and investment advisers and their associated persons.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 5. | “SEC cease-and-desist orders” related to violations of certain anti-fraud provisions
and registration requirements of the federal Securities laws.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------



| | 6. | “SEC stop orders” and orders suspending the Regulation A exemption issued within five
years of the proposed sale of Securities.
| | -- | -------------------------------------------------------------------------------------------------------------------------------



| | 7. | “Suspension or expulsion” from membership in a self-regulatory organization (SRO) or
from association with an SRO member.
| | -- | -------------------------------------------------------------------------------------------------------------------------



“Order”
is a written directive issued pursuant to statutory authority and procedures, including an order of denial, exemption, suspension or revocation.
Unless included in an order, this term does not include special stipulations, undertakings or agreements relating to payments, limitations
on activity or other restrictions.



“Proceeding”means a formal administrative or civil action initiated by a governmental agency, self-regulatory organization or foreign financial
regulatory authority; a felony criminal indictment or information (or equivalent formal charge); or a misdemeanor criminal information
(or equivalent formal charge). This term does not include other civil litigation, investigations or arrests or similar charges brought
in the absence of a formal criminal indictment or information (or equivalent formal charge).



“Self-Regulatory
Organization (SRO)” is any national securities or commodities exchange, registered securities association or registered
clearing agency. For example, the Chicago Board of Trade (“CBOT”), Chicago Options Exchange (“CBOE”), the Financial
Industry Regulatory Association (“FINRA”) and New York Stock Exchange (“NYSE”) are self-regulatory organizations.



“U.S.
Postal Service false representation order” is a scheme or device for obtaining money or property through mail by means
of false representations.





19







B.Verification
by Covered Persons



The Company will take reasonable
steps to ensure that no covered person has been the subject of a Disqualifying Event. Reasonable steps include a factual inquiry made
to all covered persons. This may be in the form of questionnaires, certifications, contractual representations, covenants and undertakings.
The Company may also wish to consult publicly available databases.



The Bad Actor Rule provides
an exception from disqualification when the Company can show it did not know and, in the exercise of reasonable care, could not have known
that a covered person with a Disqualifying Event participated in the offering. The Bad Actor Rule does not apply to events that occurred
prior to September 23, 2013, the effective date; however, the Company must disclose to investors any Disqualifying Events by covered
persons prior to the effective date of the Bad Actor Rule.



The Company is required to
carry out a factual inquiry of its covered persons in a reasonable timeframe in relation to the circumstances of the offering and the
participants. An initial inquiry by the Company, verified annually thereafter, shall be considered reasonable, provided there are no other
indicia to suggest a covered person has been the subject of a disqualifying event.



C.Remedial
Actions



In the event that a covered
person has had a Disqualifying Event, Clients will be prohibited from relying on the Rule 506 exemption unless certain actions are
taken to remedy the disqualification. Remedial actions may include terminating or reassigning disqualified individuals, restructuring
governance and control arrangements, terminating engagement with a placement agent or other covered financial intermediary, postponing
or foregoing capital raising or pursuing alternative capital raising methods, buying out or otherwise inducing 20% beneficial owners to
reduce their ownership positions or preventing bad actors from becoming 20% beneficial owners (i.e., exercising rights of first refusal
and excluding bad actors from financing rounds).



In the event that a covered
person has had Disqualifying Event that cannot be cured through one or more of the remedial actions referenced herein, the CCO shall determine
whether the Company should seek a waiver from the SEC in respect of the Disqualifying Event.





20







Brightwood’s Ethical Decision-Making Framework



At times there may be competing interests and
tensions among various constituencies, such as investment advisors, limited partners, investors, clients, consultants, third party business
partners and employees. Yet, common to all is the desire to build trusting, open, professional, value-added relationships.



This means that we:



Are clear, open, truthful and honest.



| | ⮚ | Make what you know accessible to others.                                                        
| | - | ------------------------------------------------------------------------------------------------
| | ⮚ | Do not conceal, “cover-up” or omit material or significant information that should be disclosed.
| | ⮚ | Deliver bad news early, tactfully and personally.                                               
| | ⮚ | Raise concerns and problems at the earliest possible time with the appropriate persons.         



Keep our promises.



| | ⮚ | Hold yourself and others accountable for targets and deadlines.                     
| | - | ------------------------------------------------------------------------------------
| | ⮚ | Do what you say you will do.                                                        
| | ⮚ | Do not hide or conceal problems or mistakes when disclosure is warranted.           
| | ⮚ | Take responsibility for correcting your mistakes and do all you can to correct them.



Are fair in our dealings with others.



| | ⮚ | Express differences of opinion with respect for others.                                                                                                 
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------
| | ⮚ | Assume positive intent; and strive for a win-win outcome with customers, clients, vendors, employees,
directors, consultants, colleagues, and suppliers.
| | ⮚ | Uphold and fulfill our legal obligations.                                                                                                               
| | ⮚ | Comply with all federal and state laws, rules and regulations.                                                                                          
| | ⮚ | Comply with all contractual obligations.                                                                                                                



When the right course of action is not clear,
seek clarification from the Chief Compliance Officer or your supervisor to help guide you to an ethical and lawful decision that is in
keeping with Brightwood's commitment to the highest standards of business conduct and integrity.





21







Appendix A



Brightwood
Capital Advisors, LLC



Code of Ethics



Initial Certification and Acknowledgment Form



The undersigned supervised
person (the “Employee”) of Brightwood Capital Advisors, LLC (the “Company”) acknowledges that he or she received
a copy of the Code of Ethics and the Appendices attached thereto (collectively, the “Code”) and certifies that he or she has
read and understands all provisions of the Code and agrees to abide by the provisions contained therein. The Employee understands that
observance of the provisions contained in the Code is a material condition of his or her employment by the Company and that any violation
of such provisions by the Employee may subject the Employee to immediate termination by the Company as well as possible civil or criminal
penalties





|Employee Signature |  | Date
|------------------ |  | ----
|                   |  |     
|Employee Name      |  |     





22







Appendix B



Brightwood
Capital Advisors, LLC



Code of Ethics

Annual Certification and Acknowledgment Form



The undersigned Employee (the
 “Employee”) of Brightwood Capital Advisors, LLC (the “Company”) acknowledges that he or she received and read
a copy of the Code of Ethics and the Appendices attached thereto (collectively, the “Code”) and certifies that he or she understands
the provisions of the Code and has during the past year complied with and will continue to abide by, the provisions of the Code. The Employee
understands that observance of the provisions contained in the Code is a material condition of his or her employment with the Company
and that any violation of such provisions by the Employee may subject the Employee to immediate termination by the Company as well as
possible civil or criminal penalties. Any capitalized terms not defined herein shall have the meanings ascribed to them in the Code.



The undersigned Employee hereby certifies that:



| | a) | The Employee has disclosed to the CCO all Personal Trading Accounts as defined in the Company’s
Code and has provided to the CCO copies of all account statements relating to Personal Trading Accounts or has reported to the Company’s
CCO and the Employee’s supervisor, on a quarterly basis, all securities transactions in all Personal Trading Accounts, which reports
include all required information.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b) | The Employee has reported all private securities transactions that are not effected through Personal Trading
Accounts during the last year (or since the date of hire if less than one year).
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | c) | The Employee has reported all outside business activities.
| | -- | ----------------------------------------------------------



| | d) | The responses provided on his or her Employee Compliance Questionnaire and all other disclosure forms
(a copy of each of which is attached) continue to be truthful and complete or that the Employee has reported all changes to the CCO and
the Employee’s supervisor and if any such responses cease to be truthful or complete, the Employee will promptly report any changes
to the CCO and the Employee’s supervisor.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | e) | The Employee has not been subject to a Disqualifying Event, as defined in the Code.
| | -- | -----------------------------------------------------------------------------------





|Employee Signature |  | Date
|------------------ |  | ----
|                   |  |     
|Employee Name      |  |     





23







Appendix C



Securities Subject to the Pre-Clearance Requirement



Set forth below are the pre-clearance and reporting requirements for
various types of securities. Employees should consult with Compliance on the requirements for executing a transaction in any security
type or financial instrument not included herein.



|Security Type                                                                                 | Pre-Clearance Required | Include on Quarterly Transaction and
 Annual Holdings Reports
|--------------------------------------------------------------------------------------------- | ---------------------- | -------------------------------------------------------------
|Equities/Stocks                                                                               | Yes                    | Yes                                                          
|Corporate, U.S. (Government) Agency and Municipal Bonds and Notes                             | Yes                    | Yes                                                          
|Exchange Traded Funds (ETFs)                                                                  | Yes                    | Yes                                                          
|Options and Futures on any Security, ETF or on any group or (broad-based) index of securities | Yes                    | Yes                                                          
|Futures on Currencies and Commodities                                                         | Yes                    | Yes                                                          
|Private Investments                                                                           | Yes                    | Yes                                                          
|Initial Public Offerings (IPOs)                                                               | Yes                    | Yes                                                          
|Unit Investment Trusts (UITs)                                                                 | Yes                    | Yes                                                          
|Foreign Unit Trusts (i.e., UCITS) or Foreign Mutual Fund                                      | Yes                    | Yes                                                          
|Closed-end Mutual Funds                                                                       | Yes                    | Yes                                                          
|                                                                                             



[Continued on next page.]





24







|Miscellaneous: Treasury Stock; Debenture; Evidence of Indebtedness; Investment Contract; Voting Trust Certificate; Certificate of Deposit for a Security; Limited Partnerships; Certificate of Interest or Participation in any Profit-Sharing Agreement; Collateral-RIC Certificate; Fractional Undivided interest in Oil, Gas or other Mineral Right; Pre-Organizational Certificate or Voting Trust Certificate; Certificate of Deposit for a Security; Limited Partnerships; Certificate of Interest or Participation in any Profit-Sharing Agreement; Collateral-RIC Certificate; Fractional Undivided interest in Oil, Gas or other Mineral Right; Pre-Organizational Certificate or Subscription; Transferable Shares | Yes | Yes
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --- | ---
|U.S. Government Obligations and Debt                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | No  | No 
|Futures on U.S. Government Obligations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | No  | Yes
|Money Market Funds                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | No  | No 
|Open-end Mutual Funds                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | No  | No 
|Unit Investment Trusts (UITs) investing exclusively in open-end mutual funds.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | No  | No 
|Bank Loans; Bankers Acceptances; Bank Certificates of Deposit; Commercial Paper; Repurchase Agreements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | No  | No 
|Direct investments in Cryptocurrencies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | No  | No 









25