EXHIBIT 14

                       CODE OF ETHICS FOR SENIOR EXECUTIVE
                      OFFICER AND SENIOR FINANCIAL OFFICERS

     In  addition  to  the  Code of Business Conduct and Ethics of The Blackhawk
Fund  (the  "Company") that apply to all employees and directors of the Company,
the  CEO  and  all financial officers, including the principal financial officer
and the principal accounting officer, are bound by the provisions set out below.
Collectively the Officers of the Company to whom this Code of Ethics applies are
called  "the  Officers".

     1.     The  Officers  are  responsible for full, fair, accurate, timely and
understandable  disclosure  in  all  periodic  reports and financial disclosures
required  to  be  filed by the Company with the SEC or disclosed to shareholders
and/or  the  public.

     2.     Therefore,  the Officers shall immediately bring to the attention of
the  Audit  Committee,  [or  Disclosure  Compliance  Officer],  any  material
information  of  which  the  employee becomes aware that affects the disclosures
made  by  the  Company  in its public filings and assist the Audit Committee [or
Disclosure  Compliance  Officer]  in  fulfilling  its responsibilities for full,
fair,  accurate,  timely  and  understandable disclosure in all periodic reports
required  to  be  filed  with  the  SEC.

     3.     Each of the Officers shall immediately bring to the attention of the
Audit  Committee  [or Disclosure Compliance Officer] any information he may have
concerning:

          (a)     defects,  deficiencies, or discrepancies related to the design
or  operation  of  internal  controls  which may affect the Company's ability to
accurately record, process, summarize, report and disclose its financial data or

          (b)     any  fraud,  whether or not material, that involves management
or  other  employees  who  have  influential  roles  in  the Company's financial
reporting,  disclosures  or  internal  controls.

     4.     The  Officers  shall promptly notify our General Counsel, or the CEO
as  well as the Audit Committee of any information he or she may have concerning
any  violation of our Code of Ethics, including any actual or apparent conflicts
of  interest  between  personal  and  professional  relationships, involving any
management  or  other  employees  who  have  a significant role in our financial
reporting,  disclosures  or  internal  controls.

     5.     The Officers shall immediately bring to the attention of the General
Counsel  or  the  CEO and the Audit Committee any information he or she may have
concerning  evidence  of  a  material violation of the securities or other laws,
rules or regulation applicable to the Company and the operation of its business,
by  the  Company  or  any  agent  of  the  Company.

     6.     The  Board  of  Directors  shall determine, or designate appropriate
persons  to  determine,  the  appropriate  actions to be taken in the event of a
reported  violation  of the Code of Ethics.  The actions taken shall be designed
to  deter  wrongdoing and to promote accountability for adherence to the Code of
Ethics.  Such  action  may  include  a written notice to the individual involved
that  the  Board  has determined that there has been a violation, censure by the
Board,  demotion or re-assignment of the individual involved, suspension without
pay  or  benefits  (as  determined  by the Board) and termination of employment.

          In  determining  what  action  should  be  taken,  the  Board,  or its
designee,  shall  take  into  account  all  relevant  information,  including

-    the  nature  and  severity  of  the  violation,

-    whether  the  violations  was  a single occurrence or repeated occurrences,

-    whether  the  violation  appears  to  have been intentional or inadvertent,


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-    whether  the individual in question had been advised prior to the violation
     as  to  the  proper  course  of  action  and

-    whether or not the individual in question has committed other violations in
     the  past.


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