Zazove Convertible Securities Fund, Inc

Code of Ethics

for Principal Executive and Principal Financial Officers


(Adopted as of December 11, 2006)

I. 	Covered Officers/Purpose of the Code

       The Board of Directors of Zazove Convertible Securities
Fund, Inc. (the "Fund") has adopted this Code of Ethics
(the "Code") applicable to the Fund's Principal Executive
Officer and Principal Financial Officer(s) (the "Covered
Officers" each of whom is set forth in Exhibit A) for the
purpose of promoting:

* honest and ethical conduct, including the ethical handling
of the actual or apparent conflicts of interest between
personal and professional relationships;
* full, fair, accurate, timely and understandable disclosure
in reports and documents that the Fund files with, or submits to,
the Securities and Exchange Commission ("SEC") and in other public
communications made by the Fund;
* compliance with applicable laws and governmental rules
and regulations;
* the prompt internal reporting of violations of the Code
to an appropriate person or persons identified in the Code; and
* accountability for adherence to the Code.

	Each Covered Officer should adhere to a high standard of
business ethics and should be sensitive to situations that may
give rise to actual as well as apparent conflicts of interest.

II. 	Covered Officers Should Handle Ethically Actual and
Apparent Conflicts of Interest

       A "conflict of interest" occurs when a Covered Officer's
private interest interferes with the interests of, or his service
to, the Fund.  For example, a conflict of interest would arise if
a Covered Officer, or a member of his family, receives improper
personal benefits as a result of his position with the Fund.

	Certain conflicts of interest arise out of the
relationships between Covered Officers and the Fund and
already are subject to conflict of interest provisions in
the Investment Company Act of 1940 ("Investment Company Act")
and the Investment Advisers Act of 1940 ("Investment Advisers
Act").  For example, Covered Officers may not individually
engage in certain transactions (such as the purchase or sale
of securities or other property) with the Fund because of
their status as "affiliated persons" of the Fund.

The Fund's and Zazove's compliance program and procedures
are designed to prevent, or identify and correct,
violations of these provisions. This Code does not,
and is not intended to, repeat or replace these programs
and procedures, and such conflicts fall outside the
parameters of this Code.

	Although typically not representing an opportunity for
improper personal benefit, conflicts arise from, or as a result
of, contractual relationships between the Fund and Zazove, of
which the Covered Officers are also members of management.
As a result, this Code recognizes that the Covered Officers
will, in the normal course of their duties (whether formally
for the Fund or for Zazove, or for both), be involved in
establishing policies and implementing decisions that will
have different effects on Zazove and the Fund.  The
participation of the Covered Officers in such activities
is inherent in the contractual relationship between the
Fund and Zazove and is consistent with the performance by
the Covered Officers of their duties as Officers of the
Fund.  Thus, if performed in conformity with the provisions
of the Investment Company Act and the Investment Advisers
Act, such activities will be deemed to have been handled
ethically.

	Other conflicts of interest are covered by the Code,
even if such conflicts of interest are not subject to
provisions in the Investment Company Act and the Investment
Advisers Act.  The Following list provides examples of
conflicts of interest under the Code, but Covered Officers
should keep in mind that these examples are not exhaustive.
The overarching principle is that the personal interest of a
Covered Officer should not be placed improperly before the
interest of the Fund.

	Each Covered Officer must:

* not use his personal influence or personal relationships
improperly to influence investment decisions or financial
reporting by the Fund whereby the Covered Officer would
benefit personally to the detriment of the Fund;
* not cause the Fund to take action, or fail to take action,
for the individual personal benefit of the Covered Officer
rather than the benefit of the Fund;
* report at least annually any business affiliations or
other business relationships (including those of immediate
family members) that have a potential to raise conflicts of
interest.

	These are some conflict of interest situations that"s
should be approved by Zazove's General Counsel, if material:

* service as a director on the board of any public or private
company;
* the receipt of any gifts of significant value or cost from
any company with which the Fund has current or prospective
business dealings;
* the receipt of any entertainment from any company with
which the Fund has current or prospective business dealings
unless such entertainment is business-related, reasonable
in cost, appropriate as to time and place, and not so
frequent nor so extensive as to raise question of impropriety;
* any ownership interest in, or any consulting or employment
relationship with, any of the Fund's non-public service
providers, other than Zazove or any affiliated person thereof;
* a direct or indirect financial interest in commissions,
transaction charges or spreads paid by the Fund for effecting
portfolio transactions or for selling or redeeming shares other
than an interest arising from the Covered Officer's employment,
such as compensation or equity ownership.

II. Disclosure and Compliance

* each Covered Officer should familiarize himself with
the disclosure requirements generally applicable to the
Fund;
* each Covered Officer should not knowingly misrepresent,
or cause others to misrepresent, facts about the Fund to
others, whether within or outside the Fund, including to
the Fund's directors and auditors, and to governmental
regulators and self-regulatory organizations;
* each Covered Officer should, to the extent appropriate
within his area of responsibility, consult with other
officers and employees of the Fund and Zazove with the
goal of promoting full, fair, accurate, timely and
understandable disclosure in the reports and documents
the Fund files with, or submits to, the SEC and in
other public communications made by the Fund; and
* it is the responsibility of each Covered Officer to
promote compliance with the standards and restrictions
imposed by applicable laws, rules and regulations.

III. Reporting and Accountability

	The following shall apply with regard to each Covered
Officer:

* upon adoption of the Code (or thereafter as applicable, upon
becoming a Covered Officer), each Covered Officer shall affirm
in writing to the Board that he has received, read and understood
the Code:
* annually thereafter affirm in writing to the Board that he has
complied with the requirements of the Code;
* not retaliate against any other Covered Officer or any employee
of the Fund, Zazove or their affiliated persons for reports of
potential violations of the Code that are made in good faith;
and * notify Zazove's General Counsel promptly if he knows of
any violation of the Code.  Failure to do so is itself a
violation of the Code.

       	Zazove's General Counsel (or his designee) is
responsible for applying the Code to specific situations in
which questions are presented under it and has the authority
to interpret this Code in a reasonable manner under the
circumstances.  However, any approvals or waivers granted to
the Covered Officers will be promptly reported to the Fund"s
Board at its next regular meeting.  The General Counsel
(or his designee) is authorized to consult, as appropriate,
with outside counsel to Zazove, the Fund and/or its Independent
Directors, and is encouraged to do so.

	The following procedures will be followed in investigating
and enforcing this Code:

* Zazove's General Counsel (or his designee) will take all
appropriate action to investigate any potential violations
reported to him;
* if, after such investigations, Zazove's General Counsel
believes that no violation has occurred, he is not required
to take any further action;
* any matter that the General Counsel believes is in
violation will be reported to the Fund"s Board;
* if the Board concurs that a violation has occurred,
it will consider appropriate action, which may include
review of, and appropriate modifications to, applicable
policies and procedures; notification to appropriate
personnel of Zazove or its management; or a recommendation
to dismiss the Covered Officer; and
* any changes to or waivers of this Code will, to the
extent required, be disclosed as provided by SEC rules.

IV. Other Policies and Procedures

	This Code shall be sole code of ethics adopted by the
Funds for purpose of Sections 406 of the Sarbanes-Oxley Act
and the rules and forms applicable to registered investment
companies thereunder. Insofar as other policies or procedure
of the Fund, or other service providers or any of their
affiliates govern or purport to govern the behavior or
activities of the Covered Officers who are subject to
this Code, they are superseded by this Code to the extent
that they overlap or conflict with the provisions of this
Code. The Fund"s Code of Ethics under Investment Company
Act Rule 17j-1 and any other policies and procedures of
the Fund are separate requirements applying to the
Covered Officers and others, and are not part of this Code.

V. Amendments

	Any amendments to this Code, other than amendments
to Exhibit A, must be approved or ratified be a majority
vote of the Fund"s Board, including a majority of the
independent directors.

VI. Confidentiality

	All reports and records prepared or maintained
pursuant to this Code will be considered confidential
and shall be maintained and protected accordingly.
Except as otherwise required by law or this Code, such
matters shall not be disclosed to anyone other than the
Fund's Board and its counsel, members of management of
Zazove and Zazove's general counsel and legal representatives.

VII. Internal Use

	This Code is intended solely for the internal use
by the Fund and does not constitute an admission, by or
on behalf of the Fund, as to any fact, circumstance, or
legal conclusion.


Exhibit A

Persons Covered by this Code of Ethics

Principle Executive Officer - Gene T. Pretti

Principle Financial Officer - Steven M. Kleiman