Exhibit 14.1



OHA INVESTMENT CORPORATION



CODE OF BUSINESS

CONDUCT AND ETHICS



i







Exhibit 14.1



CODE OF BUSINESS
CONDUCT AND ETHICS



TABLE OF CONTENTS



|                                                       |  | Page
|------------------------------------------------------ |  | ----
|                                                       |  |     
|Introduction                                           |  | 1   
|Purpose of the Code                                    |  | 1   
|Conflicts of Interest                                  |  | 1   
|Corporate Opportunities                                |  | 2   
|Confidentiality                                        |  | 2   
|Fair Dealing                                           |  | 2   
|Protection and Proper Use of Company Assets            |  | 3   
|Compliance with Applicable Laws, Rules and Regulations |  | 3   
|Equal Opportunity, Harassment                          |  | 3   
|Accuracy of Company Records                            |  | 3   
|Retaining Business Communications                      |  | 4   
|Political Contributions                                |  | 4   
|Media Relations                                        |  | 4   
|Intellectual Property Information                      |  | 4   
|Internet and E-mail Policy                             |  | 5   
|Reporting Violations and Complaint Handling            |  | 5   
|Administration of the Code                             |  | 6   
|Sanctions for Code Violations                          |  | 6   
|Application/Waivers                                    |  | 6   
|Revisions and Amendments                               |  | 7   
|                                                       |  |     
|Appendices                                             |  |     
|                                                       |  |     
|CodeAcknowledgment                                     |  | A-1 



ii







Exhibit 14.1



CODE OF BUSINESS CONDUCT AND ETHICS



Introduction



Ethics are important to OHA Investment Corporation
(the “Company”, “our”, “us”,or“we”) and to its management.
The Company is committed to the highest ethical standards and to conducting its business with the highest level of integrity.



All officers, directors and employees of the
Company and its investment adviser (collectively, the “Covered Persons,” and individuals,
“you”), Oak Hill Advisors, L.P. (the “Adviser”) are responsible for maintaining this
level of integrity and for complying with the policies contained in this Code of Business Conduct and Ethics (the “Code”).
If you have a question or concern about what is proper conduct for you or anyone else, please raise these concerns with any member
of the Company’s management, or follow the procedures outlined in applicable sections of this Code.



Purpose of the Code



This Code is intended to:



| | · | help you recognize ethical issues and take the appropriate steps to resolve these issues;
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| | · | deter ethical violations;
| | - | -------------------------



| | · | assist you in reporting any unethical or illegal conduct; and
| | - | -------------------------------------------------------------



| | · | reaffirm and promote our commitment to a corporate culture that values honesty and accountability.
| | - | --------------------------------------------------------------------------------------------------



All Covered Persons, as a condition of employment
or continued employment, will acknowledge in writing that they have received a copy of this Code, read it, and understand that
the Code contains our expectations regarding their conduct.



Conflicts of Interest



You must avoid any conflict, or the appearance
of a conflict, between your personal interests and our interests. A conflict exists when your personal interests in any way interfere
or even appear to interfere with the interests of the Company, or when you take any action or have any interests that may make
it difficult for you to perform your job for the Company objectively and effectively. For example, a conflict of interest may exist
if any of the following scenarios occur and affect the Company:



| | · | you cause us or the Adviser to enter into business relationships with you or a member of your family, or invest in companies
affiliated with you or a member of your family;
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1







Exhibit 14.1



| | · | you, or a member of your family, receive improper personal benefits as a result of your position with us or the Adviser;
| | - | ------------------------------------------------------------------------------------------------------------------------



| | · | you use any nonpublic information about us or the Adviser, our customers or our other business partners for your personal gain,
or the gain of a member of your family; or
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | you use or communicate confidential information obtained in the course of your work for your or another’s personal benefit.
| | - | ---------------------------------------------------------------------------------------------------------------------------



Corporate Opportunities



Each of us has a duty to advance the legitimate
interests of the Company when the opportunity to do so presents itself. Therefore, you may not:



| | · | take for yourself personally opportunities, including investment opportunities, discovered through the use of your position
with us or the Adviser, or through the use of either’s property or information;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | use our or the Adviser’s property, information, or position for your personal gain or the gain of a family member; or
| | - | ---------------------------------------------------------------------------------------------------------------------



| | · | compete, or prepare to compete, with us or the Adviser.
| | - | -------------------------------------------------------



Confidentiality



You must not disclose confidential information
regarding us, the Adviser, our affiliates, our lenders, our clients, or our other business partners, unless disclosure is authorized
or required by law. Confidential information includes all non-public information that might be harmful to, or useful to the competitors
of, the Company, its affiliates, its lenders, its clients, or its other business partners. This obligation continues even after
you leave the Company, until the information becomes publicly available.



Fair Dealing



You must endeavor to deal fairly with our customers,
suppliers and business partners, or any other companies or individuals with whom we do business or come into contact with, including
fellow employees and our competitors. You must not take unfair advantage of these or other parties by means of:



| | · | manipulation;
| | - | -------------



| | · | concealment;
| | - | ------------



| | · | abuse of privileged information;
| | - | --------------------------------



| | · | misrepresentation of material facts; or
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Exhibit 14.1



| | · | any other unfair-dealing practice.
| | - | ----------------------------------



Protection and Proper Use of Company Assets



Our assets are to be used only for legitimate
business purposes. Theft, carelessness and waste have a direct impact on our profitability. You should protect our assets and ensure
that they are used efficiently.



Incidental personal use of telephones, fax machines,
copy machines, personal computers and similar equipment is generally allowed if there is no significant added cost to us, it does
not interfere with your work duties, and is not related to an illegal activity or to any outside business.



Compliance with Applicable Laws, Rules
and Regulations



Each of us has a duty to comply with all laws,
rules and regulations that apply to our business, including those relating to insider trading. Please talk to our Chief Compliance
Officer if you have any questions about how to comply with the above regulations and other laws, rules and regulations.



In addition, we expect you to comply with all
our policies and procedures that apply to you. We may modify or update our policies and procedures in the future, and may adopt
new company policies and procedures from time to time. You are also expected to observe the terms of any confidentiality agreement,
employment agreement or other similar agreement that applies to you.



Equal Opportunity, Harassment



We are committed to providing equal opportunity
in all of our employment practices including selection, hiring, promotion, transfer, and compensation of all qualified applicants
and employees without regard to race, color, sex or gender, sexual orientation, religion, age, national origin, handicap, disability,
citizenship status, or any other status protected by law. With this in mind, there are certain behaviors that will not be tolerated.
These include harassment, violence, intimidation, and discrimination of any kind involving race, color, sex or gender, sexual orientation,
religion, age, national origin, handicap, disability, citizenship status, marital status, or any other status protected by law.



Accuracy of Company Records



We require honest and accurate recording and
reporting of information in order to make responsible business decisions. This includes such data as quality, safety, and personnel
records, as well as financial records.



All financial books, records and accounts must
accurately reflect transactions and events, and conform both to required accounting principles and to our system of internal controls.



3







Exhibit 14.1



Retaining Business Communications



The law requires us to maintain certain types
of corporate records, usually for specified periods of time. Failure to retain those records for those minimum periods could subject
us to penalties and fines, cause the loss of rights, obstruct justice, place us in contempt of court, or seriously disadvantage
us in litigation.



From time to time we establish retention or
destruction policies in order to ensure legal compliance. We expect you to fully comply with any published records retention or
destruction policies, provided that you should note the following exception: If you believe, or we inform you, that our records
are relevant to any litigation or governmental action, or any potential litigation or action, then you must preserve those records
until we determine the records are no longer needed. This exception supersedes any previously or subsequently established destruction
policies for those records. If you believe that this exception may apply, or have any questions regarding the possible applicability
of that exception, please contact our Chief Compliance Officer.



Political Contributions



No funds of the Company may be given directly
to political candidates. You may, however, engage in political activity with your own resources on your own time, subject to preclearance
by the Chief Compliance Officer.



Media Relations



We must speak with a unified voice in all dealings
with the press and other media. As a result, our Chief Executive Officer and Chief Compliance Officer are the sole contacts for
media seeking information about the Company. Any requests from the media must be referred to our Chief Executive Officer and Chief
Compliance Officer.



Intellectual Property Information



Information generated in our business is a valuable
asset. Protecting this information plays an important role in our growth and ability to compete. Such information includes business
and research plans; objectives and strategies; trade secrets; unpublished financial information; salary and benefits data; lender
and other business partner lists. Employees who have access to our intellectual property information are obligated to safeguard
it from unauthorized access and:



| | · | Not disclose this information to persons outside of the Company;
| | - | ----------------------------------------------------------------



| | · | Not use this information for personal benefit or the benefit of persons outside of the Company; and
| | - | ---------------------------------------------------------------------------------------------------



4







Exhibit 14.1



| | · | Not share this information with other employees except on a legitimate “need to know” basis.
| | - | --------------------------------------------------------------------------------------------



Internet and E-Mail Policy



We provide an e-mail system and Internet access
to certain of our employees to help them do their work. You may use the e-mail system and the Internet only for legitimate business
purposes in the course of your duties. Incidental and occasional personal use is permitted, but never for personal gain or any
improper use. Further, you are prohibited from discussing or posting information regarding the Company in any external electronic
forum, including Internet chat rooms or electronic bulletin boards.



Reporting Violations and Complaint Handling



You are responsible for compliance with the
rules, standards and principles described in this Code. In addition, you should be alert to possible violations of the Code by
the Company or the Adviser’s employees, officers and directors, and you are expected to report a violation promptly. Normally,
reports should be made to one’s immediate supervisor. Under some circumstances, it may be impractical or you may feel uncomfortable
raising a matter with your supervisor. In those instances, you are encouraged to contact our Chief Compliance Officer who will
investigate and report the matter to ourPresidentand/or Board of Directors, as the circumstance dictates. You will
also be expected to cooperate in an investigation of a violation.



Anyone who has a concern about our conduct,
the conduct of an officer of the Company or the Adviser or our accounting, internal accounting controls or auditing matters, may
communicate that concern to the Audit Committee of the Board of Directors by direct communication with our Chief Compliance Officer
or by email or in writing. All reported concerns shall be forwarded to the Audit Committee and will be simultaneously addressed
by our Chief Compliance Officer in the same way that other concerns are addressed by us. The status of all outstanding concerns
forwarded to the Audit Committee will be reported on a quarterly basis by our Chief Compliance Officer. The Audit Committee may
direct that certain matters be presented to the full board and may also direct special treatment, including the retention of outside
advisers or counsel, for any concern reported to it.



All reports will be investigated and whenever
possible, requests for confidentiality shall be honored. And, while anonymous reports will be accepted, please understand that anonymity may hinder or impede the investigation of a report. All cases of questionable activity or improper actions
will be reviewed for appropriate action, discipline or corrective actions. Whenever possible, we will keep confidential the identity
of employees, officers or directors who are accused of violations, unless or until it has been determined that a violation has
occurred.



There will be no reprisal, retaliation or
adverse action taken against any employee

who, in good faith, reports or assists in the investigation of,
a violation or suspected violation, or who makes an inquiry about the appropriateness of an anticipated or actual course of action.



5







Exhibit 14.1



For reporting concerns about the Company’s
or the Adviser’s conduct, the conduct of an officer of the Company or the Adviser, or about the Company’s or the Adviser’s
accounting, internal accounting controls or auditing matters, you may use the following means of communication:



|ADDRESS: | OHA Investment Corporation             
|-------- | ---------------------------------------
|         | Attn: Chief Compliance Officer         
|         | 1114 Avenue of the Americas, 27th Floor
|         | New York, NY 10036                     



In the case of a confidential, anonymous submission, employees should
set forth their concerns in writing and forward them in a sealed envelope to the Chairperson of the Audit Committee, in care of
our Chief Compliance Officer, such envelope to be labeled with a legend such as: “To be opened by the Audit Committee only.”



Administration of the Code



The Chief Compliance Officer has overall responsibility
for administering the Code and reporting on the administration of and compliance with the Code and related matters to our Board
of Directors.



Sanctions for Code Violations



All violations of the Code will result in appropriate
corrective action, up to and including dismissal. If the violation involves potentially criminal activity, the individual or individuals
in question will be reported, as warranted, to the appropriate authorities.



Application/Waivers



All the directors, officers and employees of
the Company and the Adviser are subject to this Code.



Insofar as other policies or procedures of the
Company or the Adviser govern or purport to govern the behavior or activities of all persons 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.



Any amendment or waiver of the Code for an executive
officer or member of our Board of Directors must be made by our Board of Directors and disclosed as required by Item 5.05 of Form
8-K on a Current Report on Form 8-K filed with the Securities and Exchange Commission within four business days following such
amendment or waiver.



6







Exhibit 14.1



Revisions and Amendments



This Code may be revised, changed or amended
at any time by our Board of Directors. Following any material revisions or updates, an updated version of this Code will be distributed
to you, and will supersede the prior version of this Code effective upon distribution. We may ask you to sign an acknowledgement
confirming that you have read and understood the revised version of the Code, and that you agree to comply with the provisions.



7







Exhibit 14.1



APPENDIX A



OHA Investment Corporation



Acknowledgment Regarding

Code of Business Conduct and Ethics



This acknowledgment is to be signed
and returned to our Chief Compliance Officer and will be retained as part of your permanent personnel file.



I have received a copy of OHA Investment Corporation’s
Code of Business Conduct and Ethics, read it, and understand that the Code of Business Conduct and Ethics contains the expectations
of OHA Investment Corporation regarding employee conduct. I agree to observe the policies and procedures contained in the Code
of Business Conduct and Ethics and have been advised that, if I have any questions or concerns relating to such policies or procedures,
I understand that I have an obligation to report to the Audit Committee, the Chief Compliance Officer or other such designated
officer, any suspected violations of the Code of Business Conduct and Ethics of which I am aware. I also understand that the Code
of Business Conduct and Ethics is issued for informational purposes and that it is not intended to create, nor does it represent,
a contract of employment.





| |                          
| | -------------------------
| | Employee’s Name (Printed)
| |                          
| |                          
| | Employee’s Signature     
| |                          
| |                          
| | Date                     



The failure to read and/or sign this
acknowledgment in no way relieves you of your responsibility to comply with OHA Investment Corporation’sCode of Business Conduct and Ethics.



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