**Exhibit 14.1****ATEL CAPITAL GROUP****CODE OF ETHICS FOR CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL AND OPERATING OFFICER****A. SCOPE**This ATEL Capital Group Code of Ethics is applicable to the ATEL Capital Group’s ChiefExecutive Officer and Chief Financial and Operating Officer, or persons acting in such capacity(collectively the “Covered Officers”), each of whom acts in such capacity on behalf of itsaffiliate, ATEL Financial Services, LLC, which is the general partner or manager, as the case maybe, of each of the public limited Memberships and limited liability companies sponsored by theCompany. ATEL Capital Group is referred to herein as the “Company,” ATEL Financial Services, LLCis referred to as “AFS” and the sponsored limited partnerships and limited liability companies arereferred to herein as the “Funds” and each of them as a “Fund.” The board of directors of ATELLeasing Corporation (“ALC”), an affiliate of the Company that serves as the managing member of ATELFinancial Services, LLC, (“AFS”) the manager or general partner of each of the Funds, is the firstboard of directors in management succession for each Fund.Accordingly, under the Securities and Exchange Commission’s interpretation of its disclosure rules,the ATEL Leasing Corporation board of directors functions as the de facto audit committee for eachFund with respect to all procedural and disclosure requirements applicable to audit committeesunder Securities and Exchange Commission rules. The Company’s Board of Directors shall haveoversight responsibility over the activities of ALC’s Board of Directors for purposes of this Codeof Ethics.**B. PURPOSE**The Company is proud of the values with which it and its subsidiaries and affiliates conductbusiness. It has and will continue to uphold the highest levels of business ethics and personalintegrity in all types of transactions and interactions. To this end, this Code of Ethics servesto (1) emphasize the Company’s commitment to ethics and compliance with the law; (2) set forthbasic standards of ethical and legal behavior; (3) provide reporting mechanisms for known orsuspected ethical or legal violations; and (4) help prevent and detect wrongdoing. This Code ofEthics is intended to augment and supplement the standard of ethics and business conduct expectedof all Company employees, and its limitation to Covered Officers is not intended to limit theobligation of all Company employees to adhere to the highest standards of business ethics andintegrity in all transactions and interactions conducted while in the Company’s employ.Given the variety and complexity of ethical questions that may arise in the course of business ofthe Company and its subsidiaries, this Code of Ethics serves only as a rough guide. Confrontedwith ethically ambiguous situations, the Covered Officers should remember the Company’s commitmentto the highest ethical standards and seek independent advice, where necessary, to ensure that allactions they take on behalf of the Company and its subsidiaries honor this commitment.**C. ETHICS STANDARDS****1. Honest and Ethical Conduct**The Covered Officers shall behave honestly and ethically at all times and with all people.They shall act in good faith, with due care, and shall engage only in fair and open competition, bytreating ethically competitors, suppliers, customers, and colleagues. They shall not misrepresentfacts or engage in illegal, unethical, or anti-competitive practices for personal or professionalgain.**2. Conflicts of Interest**This fundamental standard of honest and ethical conduct extends to the handling of conflicts ofinterest. The Covered Officers shall avoid any actual, potential, or apparent conflicts ofinterest with the Company and its subsidiaries and affiliates, including the Funds, and anypersonal activities, investments, or associations that might give rise to such conflicts. Theyshall not compete with or use the Company, any of its subsidiaries or a Fund for personal gain,self-deal, or take advantage of corporate or Fund opportunities. They shall act on behalf of theCompany, its subsidiaries and the Funds free from improper influence or the appearance of improperinfluence on their judgment or performance of duties. A Covered Officer shall disclose anymaterial transaction or relationship that reasonably could be expected to give rise to such aconflict to the Company’s General Counsel or
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a member of the Company’s Board of Directors. No action may be taken with respect to suchtransaction or party unless and until the Company’s Board of Directors has approved such action.Notwithstanding the foregoing, it is understood, as fully disclosed in the offering documents foreach Fund, that AFS as manager or general partner of the Fund has certain inherent conflicts ofinterest. The provisions of each Fund’s Operating Agreement or Limited Partnership Agreement havebeen drafted to address the obligations, restrictions and limitations on the power and authority ofAFS to manage each Fund’s affairs, including restrictions prohibiting or limiting the terms of anytransactions in which conflicts of interest may arise. Furthermore, AFS has a fiduciary duty toeach Fund as its manager or general partner. It is therefore expressly understood by the Companyand the Covered Officers that any and all actions by AFS and its personnel that comply with theprovisions of a Fund’s Operating Agreement or Limited Partnership Agreement, as the case may be,and are consistent with AFS’s fiduciary duty to the Fund, will not be considered materialtransactions or relationships which require disclosure or reporting under this Code of Ethics.**3. Timely and Truthful Disclosure**In reports and documents filed with or submitted to the Securities and Exchange Commission andother regulators by the Company, its subsidiaries or affiliates or a Fund, and in other publiccommunications made by the Company, its subsidiaries or affiliates or a Fund, the Covered Officersshall make disclosures that are full, fair, accurate, timely, and understandable. The CoveredOfficers shall provide thorough and accurate financial and accounting data for inclusion in suchdisclosures. The Covered Officers shall not knowingly conceal or falsify information, misrepresentmaterial facts, or omit material facts necessary to avoid misleading the Company’s, any of itssubsidiaries’ or affiliates’ or a Fund’s independent public auditors or investors.**4. Legal Compliance**In conducting the business of the Company, its subsidiaries and affiliates and the Funds, theCovered Officers shall comply with applicable governmental laws, rules, and regulations at alllevels of government in the United States and in any non-U.S. jurisdiction in which the Company,any of its affiliates or subsidiaries or a Fund does business, as well as applicable rules andregulations of self-regulatory organizations of which the Company, any of its affiliates orsubsidiaries or a Fund is a member. If the Covered Officer is unsure whether a particular actionwould violate an applicable law, rule, or regulation, he or she should seek the advice of insidecounsel (if available), and, where necessary, outside counsel before undertaking it.**D. VIOLATIONS OF ETHICAL STANDARDS****1. Reporting Known or Suspected Violations**The Covered Officers will promptly bring to the attention of the Company’s General Counsel orthe Board of Directors any information concerning a material violation of any of the laws, rules orregulations applicable to the Company and the operation of its businesses, by the Company or anyagent thereof, or of violation of this Code of Ethics. The Company’s General Counsel willinvestigate reports of violations and the findings communicated to the Company’s Board ofDirectors.**2. Accountability for Violations**If the Company’s Board of Directors determines that this Code of Ethics has been violated,either directly, by failure to report a violation, or by withholding information related to aviolation, it may discipline the offending Covered Officer for non-compliance with penalties up toand including termination of employment. Violations of this Code of Ethics may also constituteviolations of law and may result in criminal penalties and civil liabilities for the offendingCovered Officer and the Company, its subsidiaries, affiliates or a Fund.
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