**Exhibit 14**
**I.**Code of Business Conduct and Ethics
**Introduction**
     Underlying our Core Values is our commitment to maintain the highest standards of businessconduct and ethics. This Code of Business Conduct and Ethics (hereafter referred to as this“Code”) reflects the business practices and principles of behavior that support our core values andthis commitment. We expect every employee, officer and director to read and understand this Codeand its application to the performance of his or her business responsibilities.
     References in this Code to employees are intended to cover all employees including officersand, as applicable, directors. References to “our companies” mean all the affiliated companies inthe Gladstone group of companies, including Gladstone Capital Corporation (“Gladstone Capital”),Gladstone Commercial Corporation (“Gladstone Commercial”), Gladstone Capital Advisers, Inc. (the“Adviser”), and Gladstone Management Corporation (the “Manager”). References to the Board ofDirectors mean the Boards of Directors of all the affiliated companies in the Gladstone group ofcompanies, as applicable. References to the Ethics Committee mean the Ethics, Nominating andCorporate Governance Committee of Gladstone Capital Corporation and Gladstone Commercial, asapplicable.
     Officers, managers and other supervisors are expected to develop in employees a sense ofcommitment to the spirit, as well as the letter, of this Code. Supervisors are also expected toensure that all agents and contractors conform to this Code’s standards when working for or onbehalf of our companies. The compliance environment within each supervisor’s assigned area ofresponsibility will be a significant factor in evaluating the quality of that individual’sperformance. In addition, any employee who makes an exemplary effort to implement and uphold ourlegal and ethical standards will be recognized for that effort in his or her performance review.Nothing in this Code alters the at-will employment policy of our companies.
     The Code addresses conduct that is particularly important to proper dealings with the peopleand entities with whom we interact, but reflects only a part of our commitment. From time totime we may adopt additional policies and procedures with which our employees, officers anddirectors are expected to comply, if applicable to them. However, it is the responsibility of eachemployee to apply common sense, together with his or her own highest personal ethical standards, inmaking business decisions where there is no stated guideline in this Code.
     Action by members of your immediate family, significant others or other persons who live inyour household also may potentially result in ethical issues to the extent that they involve ourcompanies’business. For example, acceptance of inappropriate gifts by a family memberfrom one of our suppliers or portfolio companies could create a conflict of interest and result ina Code violation attributable to you. Consequently, in complying with this Code, you should
 

 

consider not only your own conduct, but also that of your immediate family members,significant others and other persons who live in your household.
     **You should not hesitate to ask questions, voice concerns or clarify gray areas aboutwhether any conduct may violate this Code. The Appendix details the compliance resources availableto you. In addition, you should be alert to possible violations of this Code by others and reportsuspected violations, without fear of any form of retaliation, as further described in Section15.** Violations of this Code will not be tolerated. Any employee who violates the standardsin this Code may be subject to disciplinary action, which, depending on the nature of the violationand the history of the employee, may range from a warning or reprimand to and including terminationof employment and, in appropriate cases, civil legal action or referral for regulatory or criminalprosecution.
**1. Honest and Ethical Conduct**
     It is the policy of our companiesto promote high standards of integrity byconducting our affairs in an honest and ethical manner. The integrity and reputation of ourcompaniesdepends on the honesty, fairness and integrity brought to the job by each personassociated with us. Unyielding personal integrity is the foundation of corporate integrity.
**2. Legal Compliance**
     Obeying the law, both in letter and in spirit, is the foundation of this Code. Our successdepends upon each employee’s operating within legal guidelines and cooperating with local, nationaland international authorities. We expect employees to understand the legal and regulatoryrequirements applicable to their business units and areas of responsibility. We hold periodictraining sessions to ensure that all employees comply with the relevant laws, rules and regulationsassociated with their employment. While we do not expect you to know every detail of these laws,rules and regulations, we want you to be able to determine when to seek advice from others. If youdo have a question in the area of legal compliance, it is important that you not hesitate to seekanswers from your supervisor or the Compliance Officer (see Section 15 below for more informationabout the Compliance Officer).
     Disregard of the law will not be tolerated. Violation of domestic or foreign laws, rules andregulations may subject an individual, as well as our companies, to civil or criminal penalties.You should be aware that conduct and records, including emails, are subject to internal andexternal audits and to discovery by third parties in the event of a government investigation orcivil litigation. It is in everyone’s best interests to know and comply with our legalobligations.
**3. Insider Trading**
     Employees who have access to confidential (or “inside”) information are not permitted to use orshare that information for stock trading purposes or for any other purpose except to conduct ourbusiness. All non-public information about our companiesor about companies with which wedo business is considered confidential information. To use material non-public information inconnection with buying or selling securities, including “tipping” others who might make an
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investment decision on the basis of this information, is not only unethical, it is illegal. Youmust exercise the utmost care when handling material inside information.
     To help you avoid prohibited insider trading, and to comply with the separate requirements ofRule 17j-1 of the Investment Company Act of 1940, we require you to obtain pre-clearance of allsecurities trades for which you may have insider information. To request pre-clearance of asecurities transaction, you should complete Schedule A of the attached Appendix and forward it toour Compliance Officer. The attached Appendix provides detailed legal provisions of the Act andimposes requirements on certain securities trades that you may wish to make. If you have questionregarding the requirements or compliance procedures of the Act, or if you don’t know whether yoursituation requires pre-clearance, you should contact our Compliance Officer.
**4. International Business Laws**
     You are expected to comply with the applicable laws in all countries to which you travel, inwhich we operate and where we otherwise do business, including laws prohibiting bribery, corruptionor the conduct of business with specified individuals, companies or countries. The fact that, insome countries, certain laws are not enforced or that violation of those laws is not subject topublic criticism will not be accepted as an excuse for noncompliance. In addition, we expect youto comply with U.S. laws, rules and regulations governing the conduct of business by its citizensand corporations outside the U.S. If you have a question as to whether an activity is restrictedor prohibited, seek assistance before taking any action, including giving any verbal assurancesthat might be regulated by international laws.
**5. Environmental Compliance**
     It is our policy to conduct our business in an environmentally responsible way that minimizesenvironmental impacts. We are committed to minimizing and, if practicable, eliminating the use ofany substance or material that may cause environmental damage, reducing waste generation anddisposing of all waste through safe and responsible methods, minimizing environmental risks byemploying safe technologies and operating procedures, and being prepared to respond appropriatelyto accidents and emergencies.
**6. Conflicts of Interest**
     We respect the rights of our employees to manage their personal affairs and investments and donot wish to impinge on their personal lives. At the same time, you should avoid conflicts ofinterest that occur when your personal interests may interfere in any way with the performance ofyour duties or the best interests of our companies. A conflicting personal interest could resultfrom an expectation of personal gain now or in the future or from a need to satisfy a prior orconcurrent personal obligation. We expect you be free from influences that conflict with the bestinterests of our companies, or might deprive our companies of your undivided loyalty in businessdealings. Even the appearance of a conflict of interest where none actually exists can be damagingand should be avoided. Whether or not a conflict of interest exists or will exist can be unclear.
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     If you have any questions about a potential conflict or if you become aware of an actual orpotential conflict, and you are not an officer or director of one of our companies, you shoulddiscuss the matter with your supervisor or the Compliance Officer. Supervisors may not authorizeconflict of interest matters or make determinations as to whether a problematic conflict ofinterest exists without first seeking the approval of the Compliance Officer and providing theCompliance Officer with a written description of the activity. If the supervisor is involved inthe potential or actual conflict, you should discuss the matter directly with the ComplianceOfficer. Officers and directors may seek authorizations and determinations from the EthicsCommittee of the Board of Directors. Factors that may be considered in evaluating a potentialconflict of interest are, among others:
 •  whether it may interfere with the employee’s job performance, responsibilities ormorale;  •  whether the employee has access to confidential information;  •  whether it may interfere with the job performance, responsibilities or morale of otherswithin the organization;  •  any potential adverse or beneficial impact on our business;  •  any potential adverse or beneficial impact on our relationships with our customers orsuppliers or other service providers;  •  whether it would enhance or support a competitor’s position;  •  the extent to which it would result in financial or other benefit (direct or indirect)to the employee;  •  the extent to which it would result in financial or other benefit (direct or indirect)to one of our customers, suppliers or other service providers; and  •  the extent to which it would appear improper to an outside observer.
     Although no list can include every possible situation in which a conflict of interest couldarise, the following are examples of situations that may, depending on the facts and circumstances,involve problematic conflicts of interests:
 •  **Employment by (including consulting for) or service on the board of a competitor,customer or supplier or other service provider.**Activity that enhances or supports theposition of a competitor to the detriment of one or more of our companiesisprohibited, including employment by or service on the board of a competitor. Employment byor service on the board of a customer or supplier or other service provider is generallydiscouraged and you must seek authorization in advance if you plan to take such a position.
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 •  **Owning, directly or indirectly, a significant financial interest in any entity that doesbusiness, seeks to do business or competes with us.**In addition to the factors describedabove, persons evaluating ownership in other entities for conflicts of interest willconsider the size and nature of the investment; the nature of the relationship between theother entity and any one of our companies; the employee’s access to confidentialinformation and the employee’s ability to influence one of our companiesdecisions. If you would like to acquire a financial interest of any kind, you mustseek written approval in advance from the Compliance Officer.  •  **Soliciting or accepting gifts, favors, loans or preferential treatment from any personor entity that does business or seeks to do business with us.**See Section 10 for furtherdiscussion of the issues involved in this type of conflict.  •  **Soliciting contributions to any charity or for any political candidate from any personor entity that does business or seeks to do business with us.**  •  **Taking personal advantage of corporate opportunities.**See Section 7 for furtherdiscussion of the issues involved in this type of conflict.  •  **Working at a second job without permission.**  •  **Conducting business transactions between any one of our companies and your family memberor a business in which you or a family member has a significant financial interest.**Material related-party transactions must be approved by the Audit Committee and the EthicsCommittee and, if that activity involves any executive officer or director, that activitywill be required to be publicly disclosed as required by applicable laws and regulations.
     Loans to, or guarantees of obligations of, employees or their family members by our companiescould constitute an improper personal benefit to the recipients of these loans or guarantees,depending on the facts and circumstances. Some loans are expressly prohibited by law andapplicable law requires that our Board of Directors approve all loans and guarantees to employees.As a result, all loans and guarantees by our companiesmust be approved in advance by theBoard of Directors.
**7. Corporate Opportunities*****.***
     You may not take personal advantage of the opportunities of our companiesthat arepresented to you or discovered by you as a result of your position with usor through youruse of corporate property or information, unless authorized by the Board of Directors. Evenopportunities that are acquired privately by you may be questionable if they are related to ourexisting or proposed lines of business. Significant participation in an investment or outsidebusiness opportunity that is directly related to our lines of business must be pre-approved by theboard of directors of our company that is affected. You may not use your position with usor corporate property or information for improper personal gain, nor should you compete withusin any way.
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**8. Maintenance of Corporate Books, Records, Documents and Accounts; Financial Integrity; PublicReporting**
     The integrity of our records and public disclosure depends upon the validity, accuracy andcompleteness of the information supporting the entries to our books of account. Therefore, ourcorporate and business records should be completed accurately and honestly. The making of false ormisleading entries, whether they relate to financial results or test results, is strictlyprohibited. Our records serve as a basis for managing our business and are important in meetingour obligations to customers, suppliers, creditors, employees and others with whom we do business.As a result, it is important that our books, records and accounts accurately and fairly reflect, inreasonable detail, our assets, liabilities, revenues, costs and expenses, as well as alltransactions and changes in assets and liabilities. We require that:
 •  no entry be made in our books and records that intentionally hides or disguises thenature of any transaction or of any of our liabilities or misclassifies any transactions asto accounts or accounting periods;  •  transactions be supported by appropriate documentation;  •  the terms of sales and other commercial transactions be reflected accurately in thedocumentation for those transactions and all such documentation be reflected accurately inour books and records;  •  employees comply with our system of internal controls; and  •  no cash or other assets be maintained for any purpose in any unrecorded or“off-the-books” fund.
     Our accounting records are also relied upon to produce reports for our management,stockholders and creditors, as well as for governmental agencies. In particular, we rely upon ouraccounting and other business and corporate records in preparing the periodic and current reportsthat we file with the Securities and Exchange Commission (SEC). Securities laws require that thesereports provide full, fair, accurate, timely and understandable disclosure and fairly present ourfinancial condition and results of operations. Employees who collect, provide or analyzeinformation for or otherwise contribute in any way in preparing or verifying these reports shouldstrive to ensure that our financial disclosure is accurate and transparent and that our reportscontain all of the information about the Gladstone group of companies that would be important toenable stockholders and potential investors to assess the soundness and risks of our business andfinances and the quality and integrity of our accounting and disclosures. In addition:
 •  no employee may take or authorize any action that would intentionally cause ourfinancial records or financial disclosure to fail to comply with generally acceptedaccounting principles, the rules and regulations of the SEC or other applicable laws, rulesand regulations;
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 •  all employees must cooperate fully with our Accounting Department and, when one isestablished, Internal Auditing Departments, as well as our independent public accountantsand counsel, respond to their questions with candor and provide them with complete andaccurate information to help ensure that our books and records, as well as our reportsfiled with the SEC, are accurate and complete; and  •  no employee should knowingly make (or cause or encourage any other person to make) anyfalse or misleading statement in any of our reports filed with the SEC or knowingly omit(or cause or encourage any other person to omit) any information necessary to make thedisclosure in any of our reports accurate in all material respects.
     Any employee who becomes aware of any departure from these standards has a responsibility toreport his or her knowledge promptly to a supervisor, the Compliance Officer, the Audit Committeeor one of the other compliance resources described in Section 15.
**9. Fair Dealing**
     We strive to outperform our competition fairly and honestly. Advantages over our competitorsare to be obtained through superior performance of ourproducts and services, not throughunethical or illegal business practices. Acquiring proprietary information from others throughimproper means, possessing trade secret information that was improperly obtained, or inducingimproper disclosure of confidential information from past or present employees of other companiesis prohibited, even if motivated by an intention to advance our interests. If information isobtained by mistake that may constitute a trade secret or other confidential information of anotherbusiness, or if you have any questions about the legality of proposed information gathering, youmust consult your supervisor or the Compliance Officer, as further described in Section 15.
     You are expected to deal fairly with our customers, suppliers, employees and anyone else withwhom you have contact in the course of performing your job. Be aware that the Federal TradeCommission Act provides that “unfair methods of competition in commerce, and unfair or deceptiveacts or practices in commerce, are declared unlawful.” It is a violation of this Act to engage indeceptive, unfair or unethical practices and to make misrepresentations in connection with salesactivities.
     Employees involved in procurement have a special responsibility to adhere to principles offair competition in the purchase of products and services by selecting suppliers based exclusivelyon normal commercial considerations, such as quality, cost, availability, service and reputation,and not on the receipt of special favors.
**10. Gifts and Entertainment**
     Business gifts and entertainment are meant to create goodwill and sound working relationshipsand not to gain improper advantage with customers or facilitate approvals from governmentofficials. The exchange, as a normal business courtesy, of meals or entertainment (such as ticketsto a game or the theatre or a round of golf) is a common and acceptable practice as long as it isnot extravagant. Unless express written permission is received from a supervisor,
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the Compliance Officer or the Ethics Committee, gifts and entertainment cannot be offered,provided or accepted by any employee unless consistent with customary business practices and not(a) of more than token or nominal monetary value, (b) in cash, (c) susceptible of being construedas a bribe or kickback, (d) made or received on a regular or frequent basis or (e) in violation ofany laws. This principle applies to our transactions everywhere in the world, even where thepractice is widely considered “a way of doing business.” Employees should not accept gifts orentertainment that may reasonably be deemed to affect their judgment or actions in the performanceof their duties. Our customers, suppliers and the public at large should know that our employees’judgment is not for sale.
**11. Protection and Proper Use of Company Assets**
     All employees are expected to protect our assets and ensure their efficient use. Theft,carelessness and waste have a direct impact on our profitability. Ourproperty, such asoffice supplies, computer equipment, buildings and products, are expected to be used only forlegitimate business purposes, although incidental personal use may be permitted. You may not,however, use our corporate name, any brand name or trademark owned or associated with our companiesor any letterhead stationery for any personal purpose.
     You may not, while acting on behalf of our companiesor while using our computing orcommunications equipment or facilities, either:
 •  access the internal computer system (also known as “hacking”) or other resource ofanother entity without express written authorization from the entity responsible foroperating that resource; or  •  commit any unlawful or illegal act, including harassment, libel, fraud, sending ofunsolicited bulk email (also known as “spam”) in violation of applicable law, traffickingin contraband of any kind or espionage.  •  If you receive authorization to access another entity’s internal computer system orother resource, you must make a permanent record of that authorization so that it may beretrieved for future reference, and you may not exceed the scope of that authorization.
     Unsolicited bulk email is regulated by law in a number of jurisdictions. If you intend tosend unsolicited bulk email to persons outside of our companies, either while acting on our behalfor using our computing or communications equipment or facilities, you should contact yoursupervisor or the Compliance Officer for approval.
     All data residing on or transmitted through our computing and communications facilities,including email and word processing documents, is the property of our companiesandsubject to inspection, retention and review by us, with or without an employee’s or thirdparty’s knowledge, consent or approval, in accordance with applicable law. Any misuse or suspectedmisuse of ourassets must be immediately reported to your supervisor or theCompliance Officer.
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**12. Confidentiality**
     One of our most important assets is our confidential information. As an employee of ourcompanies, you may learn of information about our businessthat is confidential andproprietary. You also may learn of information before that information is released to the generalpublic. Employees who have received or have access to confidential information should take care tokeep this information confidential. Confidential information includes non-public information thatmight be of use to competitors or harmful to our companiesor its customers if disclosed,such as business, marketing and service plans, financial information, product architecture, sourcecodes, designs, databases, customer lists, pricing strategies, personnel data, personallyidentifiable information pertaining to our employees, customers or other individuals, and similartypes of information provided to us by our customers, suppliers and partners. This information maybe protected by patent, trademark, copyright and trade secret laws.
     In addition, because we interact with other companies and organizations, there may be timeswhen you learn confidential information about other companies before that information has been madeavailable to the public. You must treat this information in the same manner as you are required totreat ourconfidential and proprietary information. There may even be times when you musttreat as confidential the fact that we have an interest in, or are involved with, another company.
     You are expected to keep confidential and proprietary information confidential unless anduntil that information is released to the public through approved channels (usually through a pressrelease, an SEC filing or a formal communication from a member of senior management, as furtherdescribed in Section 13). Every employee has a duty to refrain from disclosing to any personconfidential or proprietary information about us or any other company learned in the course ofemployment here, until that information is disclosed to the public through approved channels. Thispolicy requires you to refrain from discussing confidential or proprietary information withoutsiders and even with other of our companies’employees, unless those fellow employeeshave a legitimate need to know the information in order to perform their job duties. Unauthorizeduse or distribution of this information could also be illegal and result in civil liability and/orcriminal penalties.
     You should also take care not to inadvertently disclose confidential information. Materialsthat contain confidential information, such as memos, notebooks, computer disks and laptopcomputers, should be stored securely. Unauthorized posting or discussion of any informationconcerning our business, information or prospects on the Internet is prohibited. You may notdiscuss our business, information or prospects in any “chat room,” regardless of whether you useyour own name or a pseudonym. Be cautious when discussing sensitive information in public placeslike elevators, airports, restaurants and “quasi-public” areas within the Gladstone group ofcompanies. All our companiesemails, voicemails and other communications are presumedconfidential and should not be forwarded or otherwise disseminated outside of our companies,except where required for legitimate business purposes.
     In addition to the above responsibilities, if you are handling information protected by anyprivacy policy published by us, such as our website privacy policy, then you must handle thatinformation in accordance with the applicable policy.
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**13. Media/Public Discussions**
     It is our policy to disclose material information concerning our companiesto thepublic only through specific limited channels to avoid inappropriate publicity and to ensure thatall those with an interest in the company will have equal access to information. All inquiries orcalls from the press and financial analysts should be referred to the Chief Executive Officer(“CEO”) or our Head of Investor Relations. We have designated our CEO as our official spokespersonfor financial matters. We have designated the President of one of our companies or our ChiefInvestment Officer (“CIO”) as our official spokesperson for marketing, and other relatedinformation. Unless a specific exception has been made by the CEO, these designees are the onlypeople who may communicate with the press on behalf of our companies. You also may notprovide any information to the media about us off the record, for background, confidentially orsecretly.
**14. Waivers**
     Any waiver of this Code for executive officers (including our principal executive officer,principal financial officer, principal accounting officer or controller (or persons performingsimilar functions) or directors may be authorized only by the Board of Directors of our companies,and will be disclosed to stockholders as required by applicable laws, rules and regulations.
**15. Compliance Standards and Procedures**
     ***Compliance Resources; Compliance Officer***
     To facilitate compliance with this Code, we have implemented a program of Code awareness,training and review. We have established the position of Compliance Officer to oversee thisprogram. The Compliance Officer is a person to whom you can address any questions or concerns.The current Compliance Officer is the head of Human Resources in the McLean office of ourcompanies.
     In addition to fielding questions or concerns with respect to potential violations of thisCode, the Compliance Officer is responsible for:
 •  investigating possible violations of this Code;  •  training new employees in Code policies;  •  conducting annual training sessions to refresh employees’ familiarity with this Code;  •  distributing copies of this Code annually by hard copy or by email to each employee witha reminder that each employee is responsible for reading, understanding and complying withthis Code;  •  updating this Code as needed and alerting employees to any updates, with appropriateapproval of the Ethics Committee, to reflect changes in the law, our companiesoperations and in recognized best practices, and to reflect our companies experience;and
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 •  otherwise promoting an atmosphere of responsible and ethical conduct.  •  Your most immediate resource for any matter related to this Code is your supervisor. Heor she may have the information you need or may be able to refer the question to anotherappropriate source.
     There may, however, be times when you prefer not to go to your supervisor. In theseinstances, you should feel free to discuss your concern with the Compliance Officer. If you areuncomfortable speaking with the Compliance Officer because he or she works in your department or isone of your supervisors, please contact either board member on the Ethics Committee: Paul Adelgrenor Maurice Coulon**.**You may also report violations directly to members of the Ethics Committee byeither sending a letter to Pinkertons Compliance Services, 13950 Ballantyne Corporate Place, Suite300, Charlotte, NC 28277 or by calling our companies’ toll-free hotline run by Pinkertons at1-800-528-5745 and speaking with a representative who will transmit the information to the EthicsCommittee. The Ethics Committee will pass on to the Audit Committee of the Board of Directors allinformation related to complaints or observations that involve accounting, internal accountingcontrols and auditing concerns.
     You may call the toll-free number anonymously if you prefer as it is not equipped with calleridentification, although Pinkertons Compliance Services will be unable to obtain follow-up detailsfrom you that may be necessary to investigate the matter. Whether you identify yourself or remainanonymous, your telephonic contact with Pinkertons Compliance Services through the toll-free numberwill be kept strictly confidential to the extent reasonably possible within the objectives of thisCode.
**16. Amendments and Modifications**
     This Code of Business Conduct and Ethics may not be amended or modified except in a writtenform which is specifically approved by majority vote of the independent directors of the applicableentities.
     This Code of Business Conduct and Ethics was adopted by the Board of Directors of GladstoneCapital Corporation and Gladstone Commercial Corporation, including the independent directors, onSeptember 7, 2004.
**II. Appendix for Rule 17j-1 Compliance**
**Pre-Clearing Securities Trades**
     This Appendix to the Code has been adopted to comply with Rule 17j-l (the “Rule”) under theInvestment Company Act of 1940 (the “Act”) to establish standards and procedures for the detectionand prevention of activities by which persons having knowledge of the investments and investmentintentions of Gladstone Capital and other funds managed by Gladstone
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Management (collectively, the “Funds”) may abuse their fiduciary duties and to deal with othertypes of conflict of interest situations to which the Rule is addressed.
     **(a) General Prohibitions**
     The specific provisions and reporting requirements of the Rule and this Appendix are concernedprimarily with those investment activities of Access Persons, defined below, who are associatedwith the Funds and who thus may benefit from or interfere with the purchase or sale of portfoliosecurities by the Funds. However, the Rule and this Appendix apply to all affiliated persons ofthe Funds (including the Adviser and the Manager) and affiliated persons of the Adviser and theManager (“Covered Persons”).
     The Rule makes it “unlawful” for Covered Persons to engage in conduct which is deceitful,fraudulent or manipulative, or which involves false or misleading statements, in connection withthe purchase or sale of securities by an investment company. Accordingly, under the Rule and thisAppendix no Covered Person shall use any information concerning the investments or investmentintentions of the Funds, or his or her ability to influence such investment intentions, forpersonal gain or in a manner detrimental to the interests of the Funds.
     In addition, no Covered Person shall, directly or indirectly in connection with the purchaseor sale of a “security held or to be acquired” by the Funds: (a) employ any device, scheme orartifice to defraud the Funds; or (b) make to the Funds, the Adviser or the Manager any untruestatement of a material fact or omit to state to any of the foregoing a material fact necessary inorder to make the statements made, in light of the circumstances under which they are made, notmisleading; or (c) engage in any act, practice, or course of business which operates or wouldoperate as a fraud or deceit upon the Funds; or (d) engage in any manipulative practice withrespect to the Funds.
     **(b) General Principles.**
     This Appendix acknowledges the general principles that Covered Persons: (A) owe a fiduciaryobligation to the Funds, the Adviser and the Manager; (B) have the duty at all times to place theinterests of stockholders first; (C) must conduct all personal securities transactions in such amanner as to avoid any actual or potential conflict of interest or abuse of an individual’sposition of trust and responsibility; and (D) should not take inappropriate advantage of theirpositions in relation to the Funds, the Adviser and the Manager.
     **(c) Definitions.**
     For purposes of this Appendix,
          **(i) **“**Access Person**” means (1) any officer, director or employee of the Adviser, the Manager orthe Funds; (2) any employee of any company in a control relationship to the Adviser, the Manager orthe Funds who, in connection with his or her regular functions or duties, makes, participates in orobtains information regarding the purchase or sale of securities by the Funds, or whose functionsor duties relate to the making of any recommendations with respect to such purchases or sales; and(3) any natural person in a control relationship to the
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Adviser, the Manager or the Funds who obtains information concerning recommendations made forthe purchase or sale of Securities by the Funds.
          **(ii) “Administrator”**has the meaning in Section (k)(i) below.
          **(iii) “Affiliated Person”**of another person means (1) any person directly or indirectlyowning, controlling or holding with power to vote, 5% or more of the outstanding voting Securitiesof such other person; (2) any person 5% or more of whose outstanding voting Securities are directlyor indirectly owned, controlled or held with power to vote, by such other person; (3) any persondirectly or indirectly controlling controlled by, or under common control with, such other person;(4) any officer, director, partner, copartner, or employee of such other person; and (5) anyinvestment adviser of the Funds.
          **(iv) “Beneficial Interest”**means any interest by which an Access Person or any member of hisor her immediate family (relative by blood or marriage living in the same household), can directlyor indirectly derive a monetary benefit from the purchase, sale (or other acquisition ordisposition) or ownership of a Security, except such interests as Clearing Officers (defined below)shall determine to be too remote for the purpose of this Appendix. (A transaction in which anAccess Person acquires or disposes of a Security in which he or she has or thereby acquires adirect or indirect Beneficial Interest will be referred to in this Code of Ethics as a “personalsecurities” transaction or as a transaction for the person’s “own account”).
          **(v) “Clearing Officers”**has the meaning in Section (e)(i)(1) below.
          **(vi) “Control”**means the power to exercise a controlling influence over the management orpolicies of a company (unless such power is solely the result of an official position with suchcompany). Any person who owns beneficially, directly or through one or more controlled companies,more than 25% of the voting securities of a company shall be presumed to control such company.Natural persons shall be presumed not to be controlled persons.
          **(vii) “Covered Persons”**shall have the meaning set forth in Section (a) above.
          **(viii) “Investment Person”**means an Access Person described in Section (c)(i)(2) above.
          **(ix) “Loan Officer”**means an Access Person who is responsible for making decisions as toSecurities to be bought or sold for the Funds’ portfolio.
          **(x) “Security”**includes all debt obligations, stock and other instruments comprising theinvestments of the Funds, including any warrant or option to acquire or sell a security andfinancial futures contracts, but excludes securities issued by the U.S. government or its agencies,bankers’ acceptances, bank certificates of deposit, commercial paper and shares of a mutualCompany. References to a “Security” in this Appendix shall include any warrant for, option in, orsecurity immediately convertible into that “Security.”
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          **(xi) **A “**Security held or to be acquired**” by the Funds means any Security (as defined above)which, within the most recent 180 days is or has been held by the Funds or is being or has beenconsidered for purchase by the Funds.
          **(xii) **A Security is “**being considered for purchase or sale**” from the time an amendment letteris signed by or on behalf of the Funds until the closing with respect to that Security is completedor aborted.
     **(d) Prohibited Transactions.**An Access Person may not effect a personal securitiestransaction if he or she knows or should know at the time of entering into the transaction that:(i) any of the Funds has engaged in a transaction in the same Security within the last 180 days, oris engaging in a transaction or is going to engage in a transaction in the same Security in thenext 180 days; or (ii) the Adviser or the Manager has within the last 180 days considered atransaction in the same Security for any of the Funds or is considering such a transaction in theSecurity or within the next 180 days is going to consider such a transaction in the Security,unless such Access Person (1) obtains advance clearance of such transaction and (2) reports to theapplicable Fund the information described in Section (e) of this Appendix.
     **(e) Advance Clearance Requirement**
          **(i) Procedures**
               **(1) From Whom Obtained.**Advance clearance of a personal securities transaction required to beapproved under Section (d) above must be obtained from the Compliance Officer plus another officer,or from any two officers of the Funds who are not either parties to the transaction or a relativeof a party to the transaction. For purposes of this Appendix, these officers are sometimesreferred to as “**Clearing Officers**.”
               **(2) Form.**Clearance must be obtained in writing by completing and signing a form provided forthat purpose by the Company, which form shall set forth the details of the proposed transaction,and obtaining the signatures of any two of the Clearing Officers. An example of such Form isannexed to this Appendix as Schedule A.
               **(3) Filing.**A copy of all completed clearance forms, with all required signatures, shall beretained by the Administrator of this Appendix.
     **(f) Factors Considered in Clearance of Personal Transactions.**The Clearing Officers mayrefuse to grant clearance of a personal transaction in their sole discretion without being requiredto specify any reason for the refusal. Generally, the Clearing Officers will consider thefollowing factors in determining whether or not to clear a proposed transaction: (1) whether theamount or nature of the transaction or person making it is likely to affect the price or market forthe Security; (2) whether the individual making the proposed purchase or sale is likely to benefitfrom purchases or sales being made or being considered by the Funds; (3) whether the Securityproposed to be purchased or sold is one that would qualify for purchase or sale by the Funds; (4)whether the transaction is non-volitional on the part of the individual, such as receipt of a stockdividend, bequest or inheritance.
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     **(g) Exempt Transactions**
     Neither the prohibitions nor the reporting requirements of this Appendix apply to:
          **(i) Not Controlled Securities.**Purchases, sales or other acquisitions or dispositions ofSecurities for an account over which the Covered Person or Access Person has no direct influence orcontrol and does not exercise indirect influence or control;
          **(ii) Ineligible Securities.**Purchases, sales or other acquisitions or dispositions ofSecurities which are not eligible for purchase or sale by the Funds;
          **(iii) Involuntary Transactions.**Involuntary purchases or sales made by a Covered Person or anAccess Person;
          **(iv) DRPs.**Purchases which are part of an automatic dividend reinvestment plan;
          **(v) Rights Offerings.**Purchases or other acquisitions or dispositions resulting from theexercise of rights acquired from an issuer as part of a pro rata distribution to all holders of aclass of Securities of such issuer and the sale of such rights; and
          **(vi) Cleared Transactions.**Purchases, sales or other acquisitions or dispositions whichreceive the prior approval of the Clearing Officers upon consideration of the factors stated inSection (e) above and/or because: (1) their potential harm to the Funds is remote; (2) they wouldbe unlikely to affect a highly institutional market; or (3) they are clearly not relatedeconomically to Securities being considered for purchase or sale by the Funds.
     **(h) Reporting Requirements**.
          **(i) Quarterly Reports**.
               **(1) Quarterly Obligation.**Within ten (10) days after the end of each calendar quarter, eachAccess Person shall make a written report to the Compliance Officer of all non-exempt transactionsoccurring in the quarter by which they acquired or disposed of a Beneficial Interest in anySecurity.
               **(2) Contents.**Such report must contain the following information with respect to eachreportable transaction: (a) date and nature of the transaction (purchase, sale or any other type ofacquisition or disposition); (b) title, number of shares or principal amount of each Security andthe price at which the transaction was effected; and (c) name of the broker, dealer or bank with orthrough whom the transaction was effected.
               **(3) Disclaimer.**Such report may contain a statement that the report is not to be construed asan admission that the person making it has or had any direct or indirect Beneficial Interest in anySecurity to which the report relates.
               **(4) Director Exception.**Notwithstanding the quarterly reporting requirement set forth inSection (h)(i)(1) above, a director of the Company who is not an “interested person” of theCompany, as such term is defined in Section 2(a)(19) of the Act, shall not be subject to suchreporting requirement for a quarter as to which such director did not
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engage in any securities transactions that were subject to Section (d) of this Appendix otherthan those as to which such director received advance approval in accordance with Section (e);provided, however, that such reporting is required if that director knew or, in the ordinary courseof fulfilling his or her duties as a director of the Funds, should have known that during the15-day period immediately before or after the director’s transaction in a Security, or any of theFunds purchased or sold that Security, or any of the Funds, the Adviser or the Manager consideredpurchasing or selling that Security.
               **(5) Form of Report.**The report may be on the form attached to this Appendix as Schedule B, ormay consist of broker statements which provide at least the same information.
               **(6) Responsibility to Report.**The responsibility for taking the initiative to report isimposed on each individual required to make a report. Any effort by the Manager, the Adviser orthe Funds to facilitate the reporting process does not change or alter that responsibility.
               **(7) Where to File Report.**All reports must be filed with the Compliance Officer.
     **(i) Confidentiality of Transactions**
     Until disclosed in a public report to stockholders or to the SEC in the normal course, allinformation concerning Securities “being considered for purchase or sale” by the Funds shall bekept confidential by all Access Persons and disclosed by them only on a “need to know” basis. Itshall be the responsibility of the Compliance Officer to report any inadequacy found by him or herto the Board of Directors of the Company or any committee appointed by the Board of Directors todeal with such information.
     **(j) Sanctions**
     Any violation of this Appendix shall be subject to the imposition of such sanctions by theFunds, the Adviser or the Manager as may be deemed appropriate under the circumstances to achievethe purposes of the Rule and this Appendix, which may include suspension or termination ofemployment, a letter of censure and/or restitution of an amount equal to the difference between theprice paid or received by the Funds and the more advantageous price paid or received by theoffending person. Sanctions for violation of this Appendix by a director of the Funds will bedetermined by a majority vote of its independent directors of the applicable Fund.
     **(k) Administration and Construction**
          **(i) The Administrator.**The administration of this Appendix shall be the responsibility of theChief Compliance Officer (the “Compliance Officer”) of the Manager, the Adviser and the Funds.
          **(ii) Duties.**The duties of the Compliance Officer under this Appendix include: (1)continuous maintenance of a current list of the names of all Access Persons, with an appropriatedescription of their title or employment; (2) providing each Access Person a copy of
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this Appendix and informing them of their duties and obligations thereunder, and assuring thatCovered Persons who are not access persons are familiar with applicable requirements of thisAppendix; (3) supervising the implementation of this Appendix and its enforcement by the Adviser,the Manager and the Funds; (4) maintaining or supervising the maintenance of all records andreports required by this Appendix; (5) preparing listings of all transactions effected by anyAccess Person within thirty (30) days of the date on which the same security was held, purchased orsold by the Funds; (6) determining whether any particular securities transaction should be exemptedpursuant to the provisions of this Appendix; (7) issuing either personally or with the assistanceof counsel, as may be appropriate, any interpretation of this Appendix which may appear consistentwith the objectives of the Rule and this Appendix; (8) conducting of such inspections orinvestigations, including scrutiny of the listings referred to in the preceding subparagraph, asshall reasonably be required to detect and report, with recommendations, any apparent violations ofthis Appendix to the Board of Directors of the Funds or any Committee appointed by them to dealwith such information; and (9) submitting a quarterly report to the directors of the Fundscontaining a description of any violation and the sanction imposed; transactions which suggest thepossibility of a violation of interpretations issued by and any exemptions or waivers foundappropriate by the Compliance Officer; and any other significant information concerning theappropriateness of this Appendix.
     **(l) Required Records.**
     The Compliance Officer shall maintain and cause to be maintained in an easily accessibleplace, the following records:
          **(i) Rule 17 Code.**A copy of this Appendix and any other code of ethics adopted pursuant tothe Rule (a “Rule 17 Code”) which has been in effect during the past five (5) years;
          **(ii) Violations.**A record of any violation of any such Rule 17 Code and of any action takenas a result of such violation;
          **(iii) Reports.**A copy of each report made by the Compliance Officer within two (2) years fromthe end of the fiscal year of the Funds in which such report or interpretation is made or issued,and for an additional three (3) years in a place which need not be easily accessible; and
          **(iv) List.**A list of all persons who are, or within the past five (5) years have been,required to make reports pursuant to the Rule and any Rule 17 Code.
     **(m) Amendments and Modifications**
     This Appendix may not be amended or modified except in a written form which is specificallyapproved by majority vote of the independent directors of the applicable Funds.
     This Appendix was adopted by the Funds’ Board of Directors, including the independentdirectors, on September 7, 2004.
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**SCHEDULE A**