Exhibit
14.1




BUSINESS
DEVELOPMENT CORPORATION OF AMERICA




CODE OF ETHICS




This Code of Ethics has been adopted by
the Board of Directors of Business Development Corporation of America (the “Company”)
in accordance with Rule 17j-l(c) under the Investment Company Act of 1940 (the
“1940 Act”) and the May
9, 1994 Report of the Advisory Group on Personal Investing by the Investment
Company Institute (the “Report”). Rule 17j-1
generally describes fraudulent or manipulative practices with respect to
purchases or sales of securities held or to be acquired by business development
companies if effected by access persons of such companies.




The purpose of this Code of Ethics is
to reflect the following: (1) the duty at all times to place the interests of
shareholders first; (2) the requirement that all personal securities
transactions be conducted consistent with the Code of Ethics and in such a
manner as to avoid any actual or potential conflict of interest or any abuse of
an individual’s position of trust and responsibility; and (3) the fundamental
standard that business development company personnel should not take
inappropriate advantage of their positions.




SECTION
I:  STATEMENT OF PURPOSE AND APPLICABILITY




(A)       
Statement of
Purpose




It is the policy of the Company that no
affiliated person of the Company shall, in connection with the purchase or sale,
directly or indirectly, by such person of any security held or to be acquired by
the Company,




(1)           Employ
any device, scheme or artifice to defraud the Company;




(2)           Make
to the Company any untrue statement of a material fact or omit to state to the
Company a material fact necessary in order to make the statement made, in light
of the circumstances under which it is made, not misleading;




(3)           Engage
in any act, practice, or course of business which operates or would operate as a
fraud or deceit upon the Company; or




(4)           Engage
in any manipulative practice with respect to the Company.




(B)         Scope of the
Code




In order to prevent the Access Persons,
as defined in Section II, paragraph (A) below, of the Company from engaging in
any of these prohibited acts, practices or courses of business, the Board of
Directors of the Company has adopted this Code of Ethics (“Code”).




SECTION
II:           
DEFINITIONS




(A)        Access Person.
“Access Person” means (i) any director, officer, or “Advisory Person” of the
Company.







(B)         Advisory Person.
“Advisory Person” of the Company means: (i) any director, officer or employee of
the Company or of any company in a control relationship to the Company, who, in
connection with his or her regular functions or duties, makes, participates in,
or obtains information regarding the purchase or sale of a Covered Security by
the Company, or whose functions relate to the making of any recommendations with
respect to such purchases or sales; and (ii) any natural person in a control
relationship to the Company who obtains information concerning recommendations
made to the Company with regard to the purchase or sale of Covered
Security.




(C)         Beneficial Interest.
“Beneficial Interest” includes any entity, person, trust, or account with
respect to which an Access Person exercises investment discretion or provides
investment advice. A beneficial interest shall be presumed to include all
accounts in the name of or for the benefit of the Access Person, his or her
spouse, dependent children, or any person living with him or her or to whom he
or she contributes economic support.




(D)         Beneficial Ownership.
“Beneficial Ownership” shall be determined in accordance with Rule 16a-1(a)(2)
under the Securities Exchange Act of 1934 (the “Exchange Act”), except that
the determination of direct or indirect Beneficial Ownership shall apply to all
securities, and not just equity securities, that an Access Person has or
acquires. Rule 16a-1(a)(2) provides that the term “beneficial owner” means any
person who, directly or indirectly, through any contract, arrangement,
understanding, relationship, or otherwise, has or shares a direct or indirect
pecuniary interest in any equity security. Therefore, an Access Person may be
deemed to have Beneficial Ownership of securities held by members of his or her
immediate family sharing the same household, or by certain partnerships, trusts,
corporations, or other arrangements.




(E)         Control. “Control”
shall have the same meaning as that set forth in Section 2(a)(9) of the 1940
Act.




(F)         Covered Security.
“Covered Security” means a security as defined in Section 2(a)(36) of the 1940
Act, except that it does not include (i): direct obligations of the Government
of the United States; (ii) banker’s acceptances, bank certificates of deposit,
commercial paper and high quality short-term debt instruments including
repurchase agreements; and (iii) shares issued by registered open-end investment
companies.




(G)         Company. The
“Company” means Business Development Corporation of America, a Maryland
corporation.




(H)         Designated Officer.
“Designated Officer” shall mean the officer of the Company designated by the
Board of Directors from time to time to be responsible for management of
compliance with this Code. The Designated Officer may appoint a designee to
carry out certain of his or her functions pursuant to this Code.




(I) 
        Disinterested
Director. “Disinterested Director” means a director of the Company who is
not an “interested person” of the Company within the meaning of Section 2(a)(19)
of the 1940 Act.




(J)         
Initial Public
Offering. “Initial Public Offering” means an offering of securities
registered under the Securities Act of 1933 (the “Securities Act”), the issuer
of which, immediately before the registration, was not subject to the reporting
requirements of Sections 13 or 15(d) of the Exchange Act.







(K)         Investment Personnel.
“Investment Personnel” means: (i) any employee of the Company (or of any company
in a control relationship to the Company) who, in connection with his or her
regular functions or duties, makes or participates in making recommendations
regarding the purchase or sale of securities by the Company; and (ii) any
natural person who controls the Company and who obtains information concerning
recommendations regarding the purchase or sale of securities by the
Company.




(L)         Limited Offering.
“Limited Offering” means an offering that is exempt from registration under the
Securities Act pursuant to Section 4(2) or Section 4(6) or pursuant to Rule 504,
Rule 505 or Rule 506 under the Securities Act.




(M)        Purchase or Sale of a
Covered Security. “Purchase or Sale of a Covered Security” is broad and
includes, among other things, the writing of an option to purchase or sell a
covered security, or the use of a derivative product to take a position in a
Covered Security.




SECTION
III:           STANDARDS
OF CONDUCT




(A) 
      General
Standards




(1)           No
Access Person shall engage, directly or indirectly, in any business transaction
or arrangement for personal profit that is inconsistent with the best interests
of the Company or its shareholders; nor shall he or she make use of any
confidential information gained by reason of his or her employment by or
affiliation with the Company or affiliates thereof in order to derive a personal
profit for himself or herself or for any Beneficial Interest, in violation of
the fiduciary duty owed to the Company or its shareholders.




(2)           Any
Access Person recommending or authorizing the purchase or sale of a Covered
Security by the Company shall, at the time of such recommendation or
authorization, disclose any Beneficial Interest in, or Beneficial Ownership of,
such Covered Security or the issuer thereof.




(3)           No
Access Person shall dispense any information concerning securities holdings or
securities transactions of the Company to anyone outside the Company, without
obtaining prior written approval from the Designated Officer, or such person or
persons as these individuals may designate to act on their behalf.
Notwithstanding the preceding sentence, such Access Person may dispense such
information without obtaining prior written approval:




(a)
            when
      there is a public report containing the same
  information;




(b)
            when
      such information is dispensed in accordance with compliance procedures
      established to prevent conflicts of interest between the Company and its
      affiliates;




(c)
            when
      such information is reported to directors of the Company;
    or




(d)
            in
      the ordinary course of his or her duties on behalf of the
      Company.




(4)           All
personal securities transactions should be conducted consistent with this Code
and in such a manner as to avoid actual or potential conflicts of interest, the
appearance of a conflict of interest, or any abuse of an individual’s position
of trust and responsibility within the Company.







(B)        Prohibited
Transactions




(1)           General Prohibition.
No Access Person shall purchase or sell, directly or indirectly, any Covered
Security in which he or she has, or by reason of such transaction acquires, any
direct or indirect Beneficial Ownership and which such Access Person knows or
should have known at the time of such purchase or sale is being considered for
purchase or sale by the Company, or is held in the portfolio of the Company
unless such Access Person shall have obtained prior written approval for such
purpose from the Designated Officer.




(a)
            An
      Access Person who becomes aware that the Company is considering the
      purchase or sale of any Covered Security by any person (an issuer) must
      immediately notify the Designated Officer of any interest that such Access
      Person may have in any outstanding Covered Securities of that
      issuer.




(b)
            An
      Access Person shall similarly notify the Designated Officer of any other
      interest or connection that such Access Person might have in or with such
      issuer.




(c)
            Once
      an Access Person becomes aware that the Company is considering the
      purchase or sale of a Covered Security or that the Company holds a Covered
      Security in its portfolio, such Access Person may not engage, without
      prior approval of the Designated Officer, in any transaction in any
      Covered Securities of that issuer.




(d)
            The
      foregoing notifications or permission may be provided verbally, but should
      be confirmed in writing as soon and with as much detail as
      possible.




(2)           Initial Public Offerings and
Limited Offerings. Investment Personnel of the Company must obtain
approval from the Company before directly or indirectly acquiring beneficial
ownership in any securities in an Initial Public Offering or in a Limited
Offering.




(3)           Blackout Periods. No
Investment Personnel shall execute a securities transaction in any security that
the Company owns or is considering for purchase or sale.




(4)           Company Acquisition of
Shares in Companies that Investment Personnel Hold Through Limited
Offerings. Investment Personnel who have been authorized to acquire
securities in a Limited Offering must disclose that investment to the Designated
Officer when they are involved in the Company’s subsequent consideration of an
investment in the issuer, and the Company’s decision to purchase such securities
must be independently reviewed by Investment Personnel with no personal interest
in that issuer.




(5)           Gifts. No Access
Person may accept, directly or indirectly, any gift, favor, or service of more
than a de minimis value from any person with whom he or she transacts business
on behalf of the Company under circumstances when to do so would conflict with
the Company’s best interests or would impair the ability of such person to be
completely disinterested when required, in the course of business, to make
judgments and/or recommendations on behalf of the Company.







(6)           Service as Director.
No Access Person shall serve on the board of directors of a portfolio company of
the Company without prior written authorization of the Designated Officer based
upon a determination that the board service would be consistent with the
interests of the Company and its shareholders.




SECTION
IV:          PROCEDURES TO
IMPLEMENT CODE OF ETHICS




The following reporting procedures have
been established to assist Access Persons in avoiding a violation of this Code,
and to assist the Company in preventing, detecting, and imposing sanctions for
violations of this Code. Every Access Person must follow these procedures.
Questions regarding these procedures should be directed to the Designated
Officer.




(A)        Applicability




All
Access Persons are subject to the reporting requirements set forth in Section
IV(B) except:




(1)           with
respect to transactions effected for, and Covered Securities held in, any
account over which the Access Person has no direct or indirect influence or
control;




(2)           a
Disinterested Director, who would be required to make a report solely by reason
of being a Director, need not make: (1) an initial holdings or an annual
holdings report; and (2) a quarterly transaction report, unless the
Disinterested Director knew or, in the ordinary course of fulfilling his or her
official duties as a Director, should have known that during the 15-day period
immediately before or after such Disinterested Director’s transaction in a
Covered Security, the Company purchased or sold the Covered Security, or the
Company or its investment adviser considered purchasing or selling the Covered
Security.




(3)           an
Access Person need not make a quarterly transaction report if the report would
duplicate information contained in broker trade confirmations or account
statements received by the Company with respect to the Access Person in the time
required by subsection (B)(2) of this Section IV, if all of the information
required by subsection (B)(2) of this Section IV is contained in the broker
trade confirmations or account statements, or in the records of the Company, as
specified in subsection (B)(4) of this Section IV.




(B)        Report
Types




(1)           Initial Holdings
Report. An Access Person must file an initial report not later than 10
days after that person became an Access Person. The initial report must: (a)
contain the title, number of shares and principal amount of each Covered
Security in which the Access Person had any direct or indirect beneficial
ownership when the person became an Access Person; (b) identify any broker,
dealer or bank with whom the Access Person maintained an account in which any
Covered Securities were held for the direct or indirect benefit of the Access
Person as of the date the person became an Access Person; and (c) indicate the
date that the report is filed with the Designated Person. A copy of a form of
such report is attached hereto as Exhibit B.




(2)           Quarterly Transaction
Report. An Access Person must file a quarterly transaction report not
later than 30 days after the end of a calendar quarter.







(a)
            With
      respect to any transaction made during the reporting quarter in a Covered
      Security in which such Access Person had any direct or indirect beneficial
      ownership, the quarterly transaction report must contain: (i) the
      transaction date, title, interest date and maturity date (if applicable),
      the number of shares and the principal amount of each Covered Security;
      (ii) the nature of the transaction (i.e., purchase, sale or any other type
      of acquisition or disposition); (iii) the price of the Covered Security at
      which the transaction was effected; (iv) the name of the broker, dealer or
      bank through which the transaction was effected; and (v) the date that the
      report is submitted by the Access Person. A copy of a form of such report
      is attached hereto as Exhibit C.




(b)
            With
      respect to any account established by the Access Person in which any
      securities were held during the quarter for the direct or indirect benefit
      of the Access Person, the quarterly transaction report must contain: (i)
      the name of the broker, dealer or bank with whom the Access Person
      established the account; (ii) the date the account was established; and
      (iii) the date that the report is submitted by the Access
      Person.




(3)           Annual Holdings
Report. An Access Person must file an annual holdings report not later
than 30 days after the end of a fiscal year. The annual report must contain the
following information (which information must be current as of a date no more
than 45 days before the report is submitted): (a) the title, number of shares,
and principal amount of each Covered Security in which the Access Person had any
direct or indirect beneficial ownership; (b) the name of any broker, dealer or
bank in which any Covered Securities are held for the direct or indirect benefit
of the Access Person; and (c) the date the report is submitted. A copy of a form
of such report is attached hereto as Exhibit D.




(4)           Account Statements.
In lieu of providing a quarterly transaction report, an Access Person may direct
his or her broker to provide to the Designated Officer copies of periodic
statements for all investment accounts in which they have Beneficial Ownership
that provide the information required in quarterly transaction reports, as set
forth above.




(5)           Company Reports. No
less frequently than annually, the Company must furnish to the Board, and the
Board must consider, a written report that:




(a)
            describes
      any issues arising under the Code or procedures since the last report to
      the Board, including but not limited to, information about material
      violations of the code or procedures and sanctions imposed in response to
      the material violations; and




(b)
            certifies
      that the Company has adopted procedures reasonably necessary to prevent
      Access Persons from violating the
Code.




(C)        Disclaimer of Beneficial
Ownership. Any report required under this Section IV may contain a
statement that the report shall not be construed as an admission by the person
submitting such duplicate confirmation or account statement or making such
report that he or she has any direct or indirect beneficial ownership in the
Covered Security to which the report relates.







(D)        Review of Reports.
The reports required to be submitted under this Section IV shall be delivered to
the Designated Officer. The Designated Officer shall review such reports to
determine whether any transactions recorded therein constitute a violation of
the Code. Before making any determination that a violation has been committed by
any Access Person, such Access Person shall be given an opportunity to supply
additional explanatory material. The Designated Officer shall maintain copies of
the reports as required by Rule 17j-1(f).




(E)         Acknowledgment and
Certification. Upon becoming an Access Person and annually thereafter,
all Access Persons shall sign an acknowledgment and certification of their
receipt of and intent to comply with this Code in the form attached hereto as
Exhibit A and return it to the Designated Officer. Each Access Person must also
certify annually that he or she has read and understands the Code and recognizes
that he or she is subject to the Code. In addition, each access person must
certify annually that he or she has complied with the requirements of the Code
and that he or she has disclosed or reported all personal securities
transactions required to be disclosed or reported pursuant to the requirements
of the Code.




(F)         Records. The Company
shall maintain records with respect to this Code in the manner and to the extent
set forth below, which records may be maintained on microfilm or electronic
storage media under the conditions described in Rule 31a-2(f) under the 1940 Act
and shall be available for examination by representatives of the Securities and
Exchange Commission (the “SEC”):




(1)           A
copy of this Code and any other code of ethics of the Company that is, or at any
time within the past five years has been, in effect shall be maintained in an
easily accessible place;




(2)           A
record of any violation of this Code and of any action taken as a result of such
violation shall be maintained in an easily accessible place for a period of not
less than five years following the end of the fiscal year in which the violation
occurs;




(3)           A
copy of each report made by an Access Person or duplicate account statement
received pursuant to this Code, including any information provided in lieu of
the reports under subsection (A)(3) of this Section IV shall be maintained for a
period of not less than five years from the end of the fiscal year in which it
is made or the information is provided, the first two years in an easily
accessible place;




(4)           A
record of all persons who are, or within the past five years have been, required
to make reports pursuant to this Code, or who are or were responsible for
reviewing these reports, shall be maintained in an easily accessible
place;




(5)           A
copy of each report required under subsection (B)(5) of this Section IV shall be
maintained for at least five years after the end of the fiscal year in which it
is made, the first two years in an easily accessible place; and




(6)           A
record of any decision, and the reasons supporting the decision, to approve the
direct or indirect acquisition by an Access Person of beneficial ownership in
any securities in an Initial Public Offering or Limited Offering shall be
maintained for at least five years after the end of the fiscal year in which the
approval is granted.







(G)           Obligation to Report a
Violation. Every Access Person who becomes aware of a violation of this
Code by any person must report it to the Designated Officer, who shall report it
to appropriate management personnel. The management personnel will take such
disciplinary action that they consider appropriate under the circumstances. In
the case of officers or other employees of the Company, such action may include
removal from office. If the management personnel consider disciplinary action
against any person, they will cause notice thereof to be given to that person
and provide to that person the opportunity to be heard. The Board will be
notified, in a timely manner, of remedial action taken with respect to
violations of the Code.




(H)          Confidentiality. All
reports of Covered Securities transactions, duplicate confirmations, account
statements and other information filed with the Company or furnished to any
person pursuant to this Code shall be treated as confidential, but are subject
to review as provided herein and by representatives of the SEC or otherwise to
comply with applicable law or the order of a court of competent
jurisdiction.




SECTION
V:           
SANCTIONS




Upon determination that a violation of
this Code has occurred, appropriate management personnel of the Company may
impose such sanctions as they deem appropriate, including, among other things,
disgorgement of profits, a letter of censure or suspension or termination of the
employment of the violator. All violations of this Code and any sanctions
imposed with respect thereto shall be reported in a timely manner to the Board
of Directors of the Company.




SECTION
VI:          
AMENDMENTS




This Code may be amended from time to
time by resolution of the Board of Directors, or without a resolution of the
Board of Directors to the extent the approval of such amendment is not required
under the 1940 Act.




Adopted:
      January 14, 2011





EXHIBIT
A


ACKNOWLEDGMENT AND
CERTIFICATION




I
acknowledge receipt of the Code of Ethics of Business Development Corporation of
America.  I have read and understand such Code of Ethics and agree to be
governed by it at all times. Further, if I have been subject to the Code of
Ethics during the preceding year, I certify that I have complied with the
requirements of the Code of Ethics and have disclosed or reported all personal
securities transactions required to be disclosed or reported pursuant to the
requirements of the Code of Ethics.





(signature)





(please
print name)





Date:





EXHIBIT
B


INITIAL HOLDINGS
REPORT




NAME OF ISSUER
              
              NUMBER OF SHARES
              
              PRINCIPAL AMOUNT




I certify
that the foregoing is a complete and accurate list of all securities in which I
have any Beneficial Ownership.




Signature





EXHIBIT
C


QUARTERLY TRANSACTION
REPORT




Name:
                  
                  
                  Date:





Date
            
            Name of
              Issuer
            
            Number of
              Shares
            
            Interest Date
            
            Maturity
              Date
            
            Principal
              Amount
            
            Type of
              Transaction
            
            Name of Broker
              Dealer/Dealer/Bank




I certify
that the foregoing is a complete and accurate list of all transactions for the
covered period in securities in which I have any Beneficial
Ownership.




Signature





EXHIBIT
D


ANNUAL HOLDINGS
REPORT




Name:
                  
                  
                  Date:





Name of Issuer
            
            Number of Shares
            
            Principal
              Amount
            
            Name of Broker Dealer/Dealer/Bank




I certify
that the foregoing is a complete and accurate list of all securities in which I
have any Beneficial Ownership.




Signature





EXHIBIT
E


PERSONAL SECURITIES ACCOUNT
INFORMATION




Name:
                  
                  
                  Date:




SECURITIES
                FIRMNAMEANDADDRESS
              
              ACCOUNTNUMBER
              
              ACCOUNTNAME(S)




I certify
that the foregoing is a complete and accurate list of all securities accounts in
which I have any Beneficial Ownership.




Signature