**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 theATEL Capital Group’s Chief Executive Officer and Chief Financial Officer, or persons acting in such capacity (collectively the “Covered Officers”), each of whom acts in such capacity on behalf of its affiliate, ATEL FinancialServices, LLC, which is the general partner or manager, as the case may be, of each of the public limited partnerships and limited liability companies sponsored by the Company. ATEL Capital Group is referred to herein as the “Company,”ATEL Financial Services, LLC is referred to as “AFS” and the sponsored limited partnerships and limited liability companies are referred to herein as the “Funds” and each of them as a “Fund.” The board of directors ofATEL Leasing Corporation (“ALC”), an affiliate of the Company that serves as the managing member of ATEL Financial Services, LLC, (“AFS”) the manager or general partner of each of the Funds, is the first board of directors inmanagement succession for each Fund. 

Accordingly, under the Securities and Exchange Commission’s interpretation of its disclosure rules, the ATELLeasing Corporation board of directors functions as the de facto audit committee for each Fund with respect to all procedural and disclosure requirements applicable to audit committees under Securities and Exchange Commission rules. TheCompany’s Board of Directors shall have oversight responsibility over the activities of ALC’s Board of Directors for purposes of this Code of Ethics. 

**B. PURPOSE**

The Company is proud of the values with which it and its subsidiaries and affiliates conduct business. It has and will continueto uphold the highest levels of business ethics and personal integrity in all types of transactions and interactions. To this end, this Code of Ethics serves to (1) emphasize the Company’s commitment to ethics and compliance with the law;(2) set forth basic standards of ethical and legal behavior; (3) provide reporting mechanisms for known or suspected ethical or legal violations; and (4) help prevent and detect wrongdoing. This Code of Ethics is intended to augmentand supplement the standard of ethics and business conduct expected of all Company employees, and its limitation to Covered Officers is not intended to limit the obligation of all Company employees to adhere to the highest standards of businessethics and integrity in all transactions and interactions conducted while in the Company’s employ. 

Given the variety and complexity of ethicalquestions that may arise in the course of business of the Company and its subsidiaries, this Code of Ethics serves only as a rough guide. Confronted with ethically ambiguous situations, the Covered Officers should remember the Company’scommitment to the highest ethical standards and seek independent advice, where necessary, to ensure that all actions 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 fairand open competition, by treating ethically competitors, suppliers, customers, and colleagues. They shall not misrepresent facts or engage in illegal, unethical, or anti-competitive practices for personal or professional gain. 

**2. Conflicts of Interest**

This fundamental standard of honest andethical conduct extends to the handling of conflicts of interest. The Covered Officers shall avoid any actual, potential, or apparent conflicts of interest with the Company and its subsidiaries and affiliates, including the Funds, and any personalactivities, investments, or associations that might give rise to such conflicts. They shall 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 the Company, its subsidiaries and the Funds free from improper influence or the appearance of improper influence on their judgment or performance of duties. A 

Covered Officer shall disclose any material transaction or relationship that reasonably could be expected to give rise to such a conflict to theCompany’s General Counsel or a member of the Company’s Board of Directors. No action may be taken with respect to such transaction 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 for each Fund, that AFS as manager or general partner of the Fund hascertain inherent conflicts of interest. The provisions of each Fund’s Operating Agreement or Limited Partnership Agreement have been drafted to address the obligations, restrictions and limitations on the power and authority of AFS to manageeach Fund’s affairs, including restrictions prohibiting or limiting the terms of any transactions in which conflicts of interest may arise. Furthermore, AFS has a fiduciary duty to each Fund as its manager or general partner. It is thereforeexpressly understood by the Company and the Covered Officers that any and all actions by AFS and its personnel that comply with the provisions of a Fund’s Operating Agreement or Limited Partnership Agreement, as the case may be, and areconsistent with AFS’s fiduciary duty to the Fund, will not be considered material transactions 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 ExchangeCommission and other regulators by the Company, its subsidiaries or affiliates or a Fund, and in other public communications made by the Company, its subsidiaries or affiliates or a Fund, the Covered Officers shall make disclosures that are full,fair, accurate, timely, and understandable. The Covered Officers shall provide thorough and accurate financial and accounting data for inclusion in such disclosures. The Covered Officers shall not knowingly conceal or falsify information,misrepresent material facts, or omit material facts necessary to avoid misleading the Company’s, any of its subsidiaries’ or affiliates’ or a Fund’s independent public auditors or investors. 

**4. Legal Compliance**

In conducting the business of the Company, itssubsidiaries and affiliates and the Funds, the Covered Officers shall comply with applicable governmental laws, rules, and regulations at all levels of government in the United States and in any non-U.S. jurisdiction in which the Company, any of itsaffiliates or subsidiaries or a Fund does business, as well as applicable rules and regulations of self-regulatory organizations of which the Company, any of its affiliates or subsidiaries or a Fund is a member. If the Covered Officer is unsurewhether a particular action would violate an applicable law, rule, or regulation, he or she should seek the advice of inside counsel (if available), and, where necessary, outside counsel before undertaking it. 

**D. VIOLATIONS OF ETHICAL STANDARDS**

**1. Reporting Known orSuspected Violations**

The Covered Officers will promptly bring to the attention of the Company’s General Counsel or the Board of Directors anyinformation concerning a material violation of any of the laws, rules or regulations applicable to the Company and the operation of its businesses, by the Company or any agent thereof, or of violation of this Code of Ethics. The Company’sGeneral Counsel will investigate reports of violations and the findings communicated to the Company’s Board of Directors. 

**2. Accountability forViolations**

If the Company’s Board of Directors determines that this Code of Ethics has been violated, either directly, by failure to report aviolation, or by withholding information related to a violation, it may discipline the offending Covered Officer for non-compliance with penalties up to and 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 offending Covered Officer and the Company, its subsidiaries, affiliates or a Fund.