Exhibit 14



BUSINESS DEVELOPMENT CORPORATION OF AMERICA



and



BDCA ADVISER, LLC



CODE OF BUSINESS CONDUCT, ETHICS AND
STATEMENT ON THE

PROHIBITION OF INSIDER TRADING



April 2013











CODE OF BUSINESS CONDUCT, ETHICS AND

STATEMENT ON THE PROHIBITION OF INSIDER
TRADING



TABLE OF CONTENTS



|                                                       | Page
|------------------------------------------------------ | ----
|                                                       |     
|INTRODUCTION                                           | 1   
|                                                       |     
|PURPOSE OF THE CODE                                    | 2   
|                                                       |     
|PRINCIPLES OF BUSINESS CONDUCT                         | 3   
|                                                       |     
|Conflicts of Interest                                  | 3   
|Corporate Opportunities                                | 3   
|Confidentiality                                        | 3   
|Fair Dealing                                           | 3   
|Protection and Proper Use of Company Assets            | 4   
|Compliance with Applicable Laws, Rules and Regulations | 4   
|Equal Opportunity, Harassment                          | 4   
|Gifts                                                  | 4   
|Accuracy of Company Records                            | 5   
|Retaining Business Communications                      | 5   
|Outside Employment                                     | 6   
|Service as a Director                                  | 6   
|Political Contributions                                | 6   
|Media Relations                                        | 6   
|Intellectual Property Information                      | 6   
|Internet and E-Mail Policy                             | 7   
|Reporting Violations and Complaint Handling            | 7   
|                                                       |     
|CODE OF ETHICS                                         | 9   
|                                                       |     
|Scope of the Code of Ethics                            | 9   
|Definitions                                            | 9   
|Standards of Conduct                                   | 11  
|Prohibited Transactions                                | 11  
|Management of the Restricted List                      | 12  
|Procedures to Implement the Code of Ethics             | 13  
|Reporting Requirements                                 | 13  
|Pre-Clearance Reports                                  | 13  
|Initial Holdings Reports                               | 14  
|Quarterly Transaction Reports                          | 14  
|Annual Holdings Reports                                | 14  
|Annual Certification of Compliance                     | 15  
|                                                       |     
|STATEMENT ON THE PROHIBITION OF INSIDER TRADING        | 16  
|                                                       |     
|Summary of BDCA’s Business Activities                  | 16  
|Background                                             | 16  
|Policy                                                 | 17  
|Who is an Insider?                                     | 17  
|What is Material Information?                          | 18  
|What is Non-public Information?                        | 18  











|Bases for Liability                           | 18
|--------------------------------------------- | --
|Penalties for Insider Trading                 | 19
|Controlling the Flow of Sensitive Information | 19
|                                              |   
|ADMINISTRATION OF THE CODE                    | 21
|                                              |   
|SANCTIONS FOR CODE VIOLATIONS                 | 22
|                                              |   
|APPLICATION/WAIVERS                           | 22
|                                              |   
|RECORDS                                       | 22
|                                              |   
|REVISIONS AND AMENDMENTS                      | 23



|Appendices                   |    
|---------------------------- | ---
|                             |    
|Code Acknowledgment Form     | A-1
|                             |    
|Pre-Clearance Form           | B-1
|                             |    
|Initial Holdings Form        | C-1
|                             |    
|Quarterly Pre-Clearance Form | D-1
|                             |    
|Annual Holdings Form         | E-1



2







CODE OF BUSINESS CONDUCT, ETHICS AND

STATEMENT ON THE PROHIBITION OF INSIDER
TRADING



INTRODUCTION



Ethics are important
to Business Development Corporation of America (“BDCA”, “our”, “us”,
or“we”) and to its management. BDCA is committed to the highest ethical standards and
to conducting its business with the highest level of integrity.



All officers, directors and employees of
BDCA and its investment adviser, BDCA Adviser, LLC (“BDCA Adviser” or “investment adviser”),
are responsible for maintaining this level of integrity and for complying with the policies contained in this Code. If you have
a question or concern about what is proper conduct for you or anyone else, please raise these concerns with BDCA’s Chief
Compliance Officer or any member of BDCA’s management, or follow the procedures outlined in applicable sections of this Code.



This Code of Business Conduct, Ethics and
Statement on the Prohibition on Insider Trading (collectively, the “Code”) has been adopted by the Board
of Directors of BDCA 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-l 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.











PURPOSE OF THE CODE



This Code is intended to:



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



| | · | deter ethical violations to avoid any abuse of position of trust and
responsibility;
| | - | ------------------------------------------------------------------------------------



| | · | maintain confidentiality of our business activities;
| | - | ----------------------------------------------------



| | · | assist you in complying with applicable securities laws;
| | - | --------------------------------------------------------



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



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



Further, it is the policy of BDCA that no
affiliated person of our organization shall, in connection with the purchase or sale, directly or indirectly, by such person of
any security held or to be acquired by BDCA:



| | · | employ any device, scheme or artifice to defraud us;
| | - | ----------------------------------------------------



| | · | make any untrue statement of a material fact or omit to state to us
a material fact in order to make the statement made, in light of the circumstances under which it is made, not misleading;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | engage in any act, practice, or course of business which operates
or would operate as a fraud or deceit upon us; or
| | - | -------------------------------------------------------------------------------------------------------------------



| | · | engage in any manipulative practices with respect to our business
activities.
| | - | -----------------------------------------------------------------------------



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



2







PRINCIPLES OF BUSINESS CONDUCT



All employees will be subject to the following
guidelines covering business 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
with our interests, or when you take any action or have any interests that may make it difficult for you to perform your job objectively
and effectively. For example, a conflict of interest probably exists if:



| | · | you cause us or the investment 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;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | you use any non-public information about us or the investment 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 BDCA 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 investment adviser, or through the use of either’s property or
information;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | use our or the investment 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 investment adviser.
| | - | ------------------------------------------------------------------



Confidentiality



You must not disclose confidential information
regarding us, the investment 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, BDCA, our affiliates, our lenders, our clients, or our other business partners. This obligation continues
even after you leave BDCA, 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:



3







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



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



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



| | · | misrepresentation of material facts; or
| | - | ---------------------------------------



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



Protection and Proper Use of Company
Assets



Our assets are to be used only for legitimate
business purposes. 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. 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.



Gifts



Gifts can appear to compromise the integrity
and honesty of our personnel. On the other hand, business colleagues often wish to provide small gifts to others as a way of demonstrating
appreciation or interest. We have attempted to balance these considerations in the policy which follows.



4







No person employed by BDCA shall accept
a gift or other thing of more than de minimis value ($100 or less) from any person or entity that does business with, or is soliciting
business from, BDCA. Gifts exceeding that amount per person must be returned and the gift, its approximate value and its disposition
reported to the Chief Compliance Officer. BDCA personnel may accept gifts in the form of customary business entertainment (meals,
tickets to sporting or other entertainment events) so long as the giver will be present at the entertainment. Gifts to the firm
as a whole or to an entire department (for example, accounting, analysts, etc.) may exceed the $100 limitation, but such gifts
must be approved by the Compliance Officer.



All gifts shall be reflected in a gift log,
containing a basic description of the gift, a good faith estimate of the value of the gift, and a description of its disposition,
i.e., accepted, rejected, returned to sender, etc.



Solicitation of gifts is strictly prohibited.



Standards for giving gifts are identical
to those governing the acceptance of gifts (that is they should be restricted to items worth $100 or less). On the whole, good
taste and judgment must be exercised in both the receipt and giving of gifts. Every person subject to this code must avoid gifts
or entertainment that would compromise BDCA’s standing or reputation. If you are offered or receive any gift which is either
prohibited or questionable, you must inform the Chief Compliance Officer immediately.



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.



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.



5







Outside Employment



Without the written consent of the Chief
Executive Officer of BDCA, no person is permitted to:



| | · | be engaged in any other financial services business for profit;
| | - | ---------------------------------------------------------------



| | · | be employed or compensated by any other business for work performed;
or
| | - | -----------------------------------------------------------------------



| | · | have a significant (more than 5% equity) interest in any other financial
services business including, but not limited to, banks, brokerages, investment advisers, insurance companies or any other similar
business.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Requests for outside employment waivers
should be made in writing to the Chief Executive Officer with a copy to the Chief Compliance Officer.



Service as a Director



No officer or employee of BDCA Adviser shall
serve as a director or officer of any organization, other than a charitable organization, without prior written authorization from
the Chief Compliance Officer. Any request to serve on the board of such an organization must include the name of the entity and
its business, the names of the other board members, and a general reason for the request. The Chief Compliance Officer shall consult
with the Chief Executive Officer in connection with such request.



Political Contributions



Unless you are an outside director, i.e.,
you are not a principal, partner or employee of BDCA Adviser or any of its affiliated organizations, you may not direct your personal
funds as contributions to political action committees or political candidates. Further, no funds of BDCA or BDCA Adviser may be
contributed to political action committees or political candidates.



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, or his designee, is the sole contact for media
seeking information about BDCA. Any requests from the media must be referred to our Chief Executive Officer, or his designee.



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 BDCA;



Not use this information for personal benefit
or the benefit of persons outside of BDCA; and



6







| | · | 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 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 or illegal use. Further, you are prohibited from discussing or posting information regarding BDCA in any external electronic
forum, including Internet chat rooms, electronic bulletin boards or social media sites.



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 BDCA’s or BDCA’ 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 our Chief Executive Officer and/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 BDCA or BDCA 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 advisors
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.



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



7







|ADDRESS: |  | Business Development Corporation of America
|-------- |  | -------------------------------------------

| |  | 405Park Avenue, 14th Floor
| |  | --------------------------

| |  | NewYork, New York 10022
| |  | -----------------------



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.”



8







CODE OF ETHICS



The employees specified in the following
discussion will be subject to the provisions of the Code of Ethics (“CofE”).



Scope of the Code of Ethics



In order to prevent Access Persons, as defined
below, from engaging in any of these prohibited acts, practices or courses of business, the Board of Directors of BDCA has adopted
this CofE.



Definitions



Access Person. “Access Person” means any
director, officer, partner, employee or Advisory Person of BDCA; provided, however, that the term “Access Person” will
not include a “Disinterested Director” (as defined below).



Advisory Person. “Advisory
Person” of BDCA means: (i) any director, officer or employee of BDCA, BDCA Adviser or of any company in a control
relationship to BDCA, who, in connection with his or her regular duties, makes, participates in, or obtains information
regarding the purchase or sale of a Covered Security by BDCA, 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 BDCA who obtains
information concerning recommendations made to BDCA with regard to the purchase or sale of a Covered Security. An
“Advisory Person” shall not include a “Disinterested Director” (as defined below).



Automatic Investment Plan. “Automatic Investment
Plan” refers to any program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment
accounts in accordance with a predetermined schedule and allocation, including a dividend reinvestment plan.



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 contributed economic support.



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.



9







Blackout Period. “Blackout Period” shall
mean that timeframe in which BDCA or an Access Person, or Disinterested Director with knowledge of BDCA’s trading activity,
may not engage in trading in an issue, or its related securities, appearing on the BDCA Restricted List as described below.



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



Covered Security. “Covered Security” means
a security as defined in Section 2(a)(36) of the 1940 Act and that is eligible for purchase by BDCA under its investment objective,
policies and restrictions. A security that is otherwise a “Covered Security” under this definition is excluded therefrom,
however, if it falls into one of the following categories: (i) direct obligations of the government of the United States; (ii)
bankers’ 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 (i.e., mutual funds). Otherwise qualifying
exchange traded funds structured as unit investment trusts or open-end funds are considered “Covered Securities.”



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



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.



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.



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.



Restricted List. The Restricted List identifies
those securities which BDCA or its Access Persons may not trade due to some restriction under the securities laws whereby BDCA
or its Access Persons may be deemed to possess material non-public information (as described within the following “Statement
on the Prohibition of Insider Trading”) about the issuer of such securities.



Supervised Person. A “Supervised Person”
means any partner, officer, director (or other person occupying a similar status or performing similar functions), or employee
of BDCA Adviser ; provided, however, that the term “Supervised Person” shall not include a “Disinterested Director”
(as defined above).



10







Standards of Conduct



1.     No Access
Person, Supervised Person or Disinterested Director shall engage, directly or indirectly, in any business transaction or arrangement
for personal profit that is not in the best interests of BDCA 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 BDCA, BDCA Adviser or any of its affiliates, in order
to derive a personal profit for himself or herself or for any Beneficial Interest, in violation of the fiduciary duty owed to BDCA
and its shareholders.



2.     Any Access
Person recommending or authorizing the purchase or sale of a Covered Security by BDCA 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, Supervised Person or Disinterested Director shall dispense any information concerning securities holdings or securities
transactions of BDCA to anyone outside BDCA without obtaining prior written approval from our Chief Compliance 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:



| | · | when there is a public report containing the same information;
| | - | --------------------------------------------------------------



| | · | when such information is dispensed in accordance with compliance procedures
established to prevent conflicts of interest between BDCA and its affiliates;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | when such information is reported to directors of BDCA; or
| | - | ----------------------------------------------------------



| | · | in the ordinary course of his or her duties on behalf of BDCA.
| | - | --------------------------------------------------------------



4.     All personal
securities transactions should be conducted consistent with this CofE and in such 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 BDCA.



Prohibited Transactions



1.     General
Prohibition. No Access Person shall purchase or sell, directly or indirectly, any Covered Security (including any security
issued by the issuer of such 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 BDCA, or is held in the BDCA portfolio unless such Access Person shall have obtained prior written
approval for such purpose from our Chief Compliance Officer.



| | · | An Access Person who becomes aware that BDCA is considering the purchase
or sale of any Covered Security must immediately notify our Chief Compliance Officer of any interest that such Access Person may
have in any outstanding Covered Security (including any security issued by the issuer of such Covered Security).
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | An Access Person shall similarly notify our Chief Compliance Officer
of any other interest or connection that such Access Person might have in or with such issuer.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------



11







| | · | Once an Access Person becomes aware that BDCA is considering the purchase
or sale of a Covered Security in its portfolio, such Access Person may not engage in any transaction in such Covered Security (including
any security issued by the issuer of such Covered Security).
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | 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.     Securities
Appearing on the Portfolio and Pipeline Reports and Restricted List. The holdings of the BDCA portfolio are detailed in the
Portfolio Report . Access Persons will also receive, as frequently as necessary, the names of those entities that are being considered
for investment by the BDCA portfolio in the Pipeline Report. Access Persons are required to review these reports and the Restricted
List prior to engaging in any securities transactions.



3.     Initial
Public Offerings and Limited Offerings. Advisory Persons of BDCA must obtain approval from BDCA before directly or indirectly
acquiring Beneficial Ownership in any securities in an Initial Public Offering or in a Limited Offering where such securities are
issued by an issuer or entity whose outstanding securities are held or being considered for purchase by BDCA, or any control affiliate
thereof; or (ii) any entity that is currently providing or is proposing to provide advisory, administrative, custodial, transfer
agency, brokerage or other material services to BDCA, including firms that are seeking to sell or have in the past 2 years sold
securities to BDCA.



4.     Securities
under Review. No Access Person shall execute a securities transaction in any security issued by an entity that BDCA owns in
its portfolio or is considering for purchase or sale unless such Access Person shall have obtained prior written approval for such
purpose from our Chief Compliance Officer.



5.     Blackout
Period. No Access Person may trade in the securities of any issuer appearing on the Restricted List until notified that the
entity name no longer appears on the Restricted List. Access Persons are also prohibited from trading in the names appearing on
the Pipeline and Portfolio Reports (as discussed above).



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



Management of the Restricted List



BDCA shall through its Chief Investment
Officer (or his or her designee), create and maintain a list of issuers, companies and other entities as to which BDCA or its service
providers have received material, non-public information (the “Restricted List”). Should an Access Person learn of
material non-public information concerning the issuer of any security that information must be provided to the Chief Investment
Officer (or his or her designee), so that the issuer can be included on the Restricted List. The Chief Investment Officer will
note the nature of the information learned, the time the information was learned and the other persons in possession of this information,
and will maintain this information in a log. Upon the receipt of such information, the Chief Investment Officer will revise and
circulate the Restricted List to all Access Persons.





12







BDCAs Adviser is directed to advise BDCA
when it has obtained information that causes it to be restricted from trading in the securities of any of the names appearing in
the BDCA portfolio. This information will be provided to our Chief Investment Officer who will add the name(s) to the Restricted
List and electronically circulate the revised list to Access Persons.



The contents of the Restricted List are
highly confidential and must not be disclosed to any person or entity outside of BDCA absent approval of the Chief Compliance Officer
or the Chief Executive Officer.



Procedures to Implement the Code of
Ethics



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



All Access Persons are subject to the reporting
requirements set forth in the next section except:



·Transactions
effected for, and Covered Security (including any security issued by the issuer of such Covered Security) held in, any account
over which the Access Person has no direct or indirect influence or control; or



·Transactions
effected pursuant to an Automatic Investment Plan.



Reporting Requirements



Each Supervised Person is required to certify
that he or she has received, read and understands all aspects of the Code and recognizes that he or she is subject to the provisions
and principles detailed therein. In addition, our Chief Compliance Officer shall notify each Access Person of his or her obligation
to file an initial holdings report, quarterly transaction reports, and annual holdings reports, as described below.



Pre-Clearance Reports



Advisory Persons of BDCA must obtain approval
from our Chief Compliance Officer prior to entering into a qualifying transaction in a Limited Offering or an Initial Public Offering.



Pre-clearance of trades in securities issued
by companies whose names appear on the Pipeline and Portfolio Reports is required of all Access Persons.



The pre-clearance form shall include the
name of the reporting Person, the date, the name of the broker who will execute the transaction, the name of the security, quantity,
whether the transaction is a purchase or sale, total anticipated dollar value and any pertinent instructions, i.e., GTC, limit,
etc. There will also be a line for approval or disapproval along with space for comments and the date.



13







If our Chief Compliance Officer does not
approve the transaction the reason for denial will be provided on the pre-clearance form.



Initial Holdings Reports



Each Access Person must, no later
than 10 days after the person becomes an Access Person, submit to our Chief Compliance Officer or other designated person a report
of the Access Person’s current securities holdings. The information provided must be current as of a date no more than 45
days prior to the date the person becomes an Access Person. The report must include the following:



| | · | the
title and type of the security and, as applicable, the exchange ticker symbol or CUSIP number, the number of shares held for each
security, and the principal amount;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | the
name of any broker, dealer or bank with which the Access Person maintains an account in which any securities are held for the
Access Person’s direct or indirect benefit; and
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | the
date the Access Person submits the report.
| | - | ----------------------------------------------



Quarterly Transaction Reports



Each Access Person must, no later than 30
days after the end of each calendar quarter, submit to our Chief Compliance Officer or other designated person a report of the
Access Person’s transactions involving a Covered Security (including any security issued by the issuer of such Covered Security)
in which the Access Person had, or as a result of the transaction acquired, any direct or indirect Beneficial Ownership. The report
must cover all transactions occurring during the calendar quarter most recently ending. The report must contain the following information:



·the
date of the transaction;



·the title and, as applicable, the exchange ticker symbol or CUSIP number, of each reportable security involved, the interest rate
and maturity date of each reportable security involved, the number of shares of each reportable security involved, and the principal
amount of each reportable security involved;



·the nature of the transaction (i.e., purchase, sale or other type of acquisition or disposition);



·the price of the security at which the transaction was effected;



·the name of the broker, dealer or bank with or through which the transaction was effected; and



·the date the Access Person submits the report.



Annual Holdings Reports



Each Access Person must submit, to our Chief
Compliance Officer or other designated person, an annual holdings report reflecting holdings as of a date no more than 45 days
before the report is submitted. The Annual Holdings Report must be submitted at least once every 12 month period, on a date to
be designated by BDCA. Our Chief Compliance Officer will notify every Access Person of the date. Each report must include:



14









·the
title and, as applicable, the exchange ticker symbol or CUSIP number, of each reportable security involved, the interest rate and
maturity date of each reportable security involved, the number of shares of each reportable security involved, and the principal
amount of each reportable security involved;



·the
name of any broker, dealer or bank with which the Access Person maintains an account in which any securities are held for the Access
Person’s direct or indirect benefit; and



·the
date the Access Person submits the report.



Annual Certification of Compliance



All Access Person must annually certify
through a written acknowledgment that (1) they have read, understood and agree to abide by this CofE; (2) they have complied with
all applicable requirements of this CofE; and (3) they have reported all transactions and holdings that they are required to report
under this CofE.



15







STATEMENT ON THE PROHIBITION OF INSIDER
TRADING



Failure by you to recognize the importance
of safeguarding information and using information appropriately is greatly detrimental both to your future and to BDCA’s.
The information provided below should provide a useful guide about what constitutes insider trading and material inside information.



Summary of BDCA’s Business Activities



BDCA is a non-traded business development
company that has elected to be regulated by the U.S. Securities and Exchange Commission under the provisions of Section 54, et
seq., of the Investment Company Act of 1940. BDCA offers individual investors access to private debt with a focus on first lien
secured loans, second lien secured loans, and, to a lesser extent, subordinated loans or mezzanine debt. Generally, these loans
are made to private companies that have not issued any public securities. In rare instances, however, there may be securities available
in the marketplace for issuers in which BDCA holds a loan position.



It is not expected that in the course of
its loan trading activities that BDCA will receive access to information that is not already in the public domain. However, certain
data sources may make information available to BDCA that has not been fully disseminated in the marketplace. Where BDCA or its
investment adviser receives such information, our Chief Financial Officer will update the Restricted List.



In the unlikely event that any Access Persons
comes into possession of information that is not publically available, either through your work with us or outside of the workplace,
you will be required to adhere to the Statement on the Prohibition of Insider Trading (the “Statement”) as described
in the following pages. You will also be subject to certain reporting requirements in connection with complying with BDCA’s
CofE .



Background



The securities laws and the rules
and regulations of the self-regulatory organizations are designed to assure that the securities markets are fair and honest, that
material information regarding a company is publicly available, and that a security’s price and volume are determined by
the free interplay of economic forces. The anti-fraud rules of the federal securities laws prohibit, in connection with the purchase
or sale of a security:



·making
an untrue statement of a material fact;



·omitting
to state a material fact necessary to make the statements made not misleading;



·engaging
in acts, practices or courses of business which would be fraudulent or deceptive.



Violation of these provisions is a crime
that may result in imprisonment and can have other very serious repercussions for both the Firm and the employee. Violators may
be censured by the government or self-regulatory organizations, suspended, barred from the securities business or fined. In addition,
violations may result in liability under the Federal Securities Laws, including the Insider Trading Sanctions Act of 1984 (“ITSA”)
and the Insider Trading and Securities Fraud Enforcement Act of 1988 (“ITSFEA”). BDCA’s actions
with respect to any violations will be swift and forceful, since it is the victim of any such abuse.

16







In this connection, a violation of the BDCA’s
policies and procedures regarding confidential information, disclosure and the use of confidential information may result in dismissal,
suspension without pay, loss of pay or bonus, loss of severance benefits, demotion or other sanctions, whether or not the violation
of Firm policy or procedure also constituted a violation of law. Trading while in possession of or tipping on the basis of non-public
information could also result in civil or criminal liability which could lead to imprisonment, fines and/or a requirement of disgorgement
of any profits realized, and as a result of the violation, to an injunction prohibiting the violator from being employed in the
securities industry. The Firm may initiate or cooperate in proceedings resulting in such penalties.



Policy



No person to whom the Statement applies,
including officers, directors or employees of BDCA, may trade, either personally or on behalf of others, while in possession of
material non-public information, nor may any officer, director or employee communicate material non-public information to others
in violation of the law. This conduct is referred to as “insider information”. Any questions regarding this policy
and procedure should be directed to our Chief Compliance Officer.



While the law concerning insider trading
is not rigid, it generally is understood to prohibit:



| | · | trading
by an “insider” while in possession of material non-public information;
| | - | -------------------------------------------------------------------------------



| | · | trading
by a non-insider while in possession of material non-public information where the information either was disclosed to the non-insider
in violation of an insider’s duty to keep it confidential or was misappropriated; or
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | communicating
material non-public information to others.
| | - | --------------------------------------------------------



The elements of a claim for insider trading
and the penalties for unlawful conduct are described below.



Who is an Insider?



The concept of an “insider”
is broad. It includes officers, directors and employees of a company. In addition, a person can be a “temporary insider”
if he or she enters into a special confidential relationship in the conduct of a company’s affairs and as a result is given
access to information solely for the company’s purposes. A temporary insider can include, by way of example, attorneys, accountants,
consultants, bank lending officers and employees of such organizations. According to the Supreme Court, a company must expect the
outsider to keep the disclosed non-public information confidential and the relationship must at least imply such a duty before
the outsider will be considered an insider.



17







What is Material Information?



Trading on information is not a
basis for liability unless the information is material. Information generally is considered “material” if there is
a substantial likelihood that a reasonable investor would consider the information important in making an investment decision,
or if the information is reasonably certain to have a substantial effect on the price of a company’s securities. Information
that should be considered material includes, but is not limited to: dividend changes, earnings estimates not previously disseminated,
material changes in previously released earnings estimates, significant merger or acquisition proposals or agreements, major litigation,
liquidation problems and extraordinary management developments.



Material information does not have to relate
to a company’s business. For example, Carpenter v. United States108 S. Ct. 316 (1987), the Supreme Court considered
as material certain information about the contents of a forthcoming newspaper column that was expected to affect the market price
of a security. In that case, a Wall Street Journal reporter was found criminally liable for disclosing to others the dates
that reports on various companies would appear in the Journal and whether or not those reports would be favorable.



Any questions that you may have as to whether
information is material must be addressed with our Chief Compliance Officer before acting in any way on such information.



What is Non-public Information?



Information is non-public until it has been
effectively communicated to the market place. One must be able to point to some fact to show that the information is public. For
example, information found in a report filed with the SEC, or appearing in Reuters, Bloomberg or a Dow Jones publication or in
any other publication of general circulation would, generally, be considered public. In certain instances, information disseminated
to certain segments of the investment community may be deemed “public.” For example, research communicated through
institutional information dissemination services such as First Call. The amount of time since the information was first disseminated
ordinarily is a factor regarding whether information is considered public.



Bases for Liability



Described below are circumstances under
which a person or entity may be deemed to have traded on inside information, and prohibitions applicable, in particular to investment
advisors.



1.     Fiduciary
Duty Theory. In 1980 the Supreme Court found that there is no general duty to disclose before trading on material non-public
information, but that such a duty arises where there is a fiduciary relationship between the parties to the transaction. In such
case, one party as a right to expect that the other party will not disclose any material non-public information and will refrain
from trading. Chiarella v. U.S. 445 U.S. 22 (1980).



Insiders such as employees of an
issuer are ordinarily considered to have a fiduciary duty to the issuer and its shareholders. In Dirks v. SEC, 463
U.S. 646 (1983), the Supreme Court stated alternative theories by which such fiduciary duties are imposed on non-insiders:
they can enter into a confidential relationship with the company such as, among others, attorneys and accountants
(“temporary insiders”) or they can acquire a fiduciary duty to the company’s shareholders as
“tippees” if they are aware or should have been aware that they have been given confidential information by an insider or temporary insider who has violated his fiduciary duty
to the company’s shareholders.



18







In the “tippee” situation, a
breach of duty occurs only if the insider or temporary insider personally benefits, directly or indirectly, from the disclosure.
The benefit does not have to be of a financial nature, but can be a gift, a reputational benefit that will translate into future
earnings, or even evidence of a relationship that suggests a quid pro quo.



2.     Misappropriation
Theory. Another basis for insider trading liability is the “misappropriation” theory, where liability is established
when trading occurs on material non-public information that was stolen or misappropriated from another person. In Carpenter
v. United States, the Court found that a columnist defrauded The Wall Street Journal by communicating information prior
to its publication to another person who used the information to trade in the securities markets. It should be noted that the
misappropriation theory can be used to reach a variety of individuals not previously thought to be encompassed under the fiduciary
duty theory.



Penalties for Insider Trading



Penalties for trading on or communicating
material non-public information are severe, both for individuals involved in such conduct and their employers. A person can be
subject to some or all of the penalties below even if he or she does not personally benefit from the violation. Penalties include
the following:



·jail
sentences;



·civil
injunction;



·treble
damages;



·disgorgement
of profits;



·fines
for the person who committed the violation of up to three times the profit gained or loss avoided, whether or not the person actually
benefited; and



·fines
for the employer or other controlling person of up to the greater of $1,000,000 or three times the amount of the profit gained
or loss avoided.



Controlling the Flow of Sensitive
Information



The following procedures have been established
to assist the officers, directors and employees of BDCA in controlling the flow of sensitive information so as to avoid the possibility
of trading on material non-public information either on behalf of BDCA or for themselves and to assist BDCA and its supervisory
personnel in surveilling for, and otherwise preventing and detecting, insider trading. Every officer, director and employee of
BDCA must follow these procedures or risk serious sanctions by one or more regulatory authorities and/or BDCA, including dismissal,
substantial personal liability and criminal penalties. If you have any questions about these procedures you should consult our
Chief Compliance Officer.



19







1.     Identifying
Inside Information. Before trading for yourself or others in the securities of a company about which you have what you believe
to be inside information, ask yourself the following questions:



| | · | Is the information non-public? To whom
has this information been provided? Has the information been effectively communicated to the marketplace? To what extent, for how
long, and by what means has the information been disseminated? If information is not public, it normally may not be used in connection
with effecting securities transactions; however, if you have any doubts whatsoever as to whether the information is public, you
must ask our Chief Compliance Officer prior to trading on, or communicating (except in accordance with the procedures and requirements
herein) such information.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Is the information material? Is this information
that an investor would consider important in making his or her investment decision? Is this information that would substantially
affect the market price of the securities if generally disclosed?
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



If, after consideration of the above, you
believe that the information may be material and non-public, or if you have questions in that regard, you should take the following
steps:



| | · | Report the matter immediately to our Chief
Compliance Officer.
| | - | --------------------------------------------------------------



| | · | Do not purchase or sell the securities
on behalf of yourself or others.
| | - | -----------------------------------------------------------------------



| | · | Do not communicate the information inside
or outside of BDCA, other than to our Chief Compliance Officer.
| | - | ---------------------------------------------------------------------------------------------------------



| | · | After our Chief Compliance Officer has
reviewed the issue, you will be instructed to continue the prohibitions against trading and communication, or you will be allowed
to communicate the information and then trade.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



2.     Restricting
Access to Material Non-public Information. Information in your possession that you identify as material and non-public may
not be communicated to anyone, except as provided in paragraph 1 above. In addition, care should be taken so that such information
is secure. For example, files containing material non-public information should be sealed; access to computer files containing
material non-public information should be restricted.



3.     Personal
Security Trading. All officers, directors and employees must trade in accordance with the provisions of the CofE as well as
the Statement in order to assist BDCA with monitoring for violations of the law.



4.     Restricted
List. As defined in the CofE, BDCA’s Chief Investment Officer will maintain a Restricted List. Disclosure outside of
BDCA as to what issuers and/or securities are on the Restricted List could therefore constitute tipping and is strictly prohibited.



5.     Supervision/Investigation.
Should our Chief Compliance Officer learn, through regular review of personal trading documents, or from some other source, that
a violation of this Code is suspected, our Chief Compliance Officer shall alert the Chief Executive Officer of BDCA. Together these
parties will determine who should conduct further investigation, if they determine one is necessary.



20







ADMINISTRATION OF THE CODE



Our 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.



Our Chief Compliance Officer shall review
reports to determine whether any transactions recorded therein constitute violations of the Code. Before making any determination
that a violation has been committed by person subject to the Code, such person shall be given an opportunity to supply additional
explanatory material. Our Chief Compliance Officer shall maintain copies of the reports as required by Rule 17j-1(f) under the
1940 Act.



No less frequently than annually our Chief
Compliance Officer must furnish to the Board, and the Board must consider, a written report that describes any issues arising under
the Code or its procedures since the last report to the Board, including but not limited to, information about material violations
of the Code or its procedures and any sanctions imposed in response to material violations. This report should also certify that
BDCA has adopted procedures reasonably designed to prevent persons subject to the Code from violating the Code.



21







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 BDCA and its investment adviser are subject to this Code.



Insofar as other policies or procedures
of BDCA or its investment 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 on a Form 8-K filed
with the Securities and Exchange Commission within four business days following such amendment or waiver.



RECORDS



BDCA 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 BDCA 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 the Code, 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;



22







5.     A copy of
each report made to the BDCA Board shall be maintained for at least give 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 a Limited Offering shall be maintained for at least five
years after the end of the fiscal year in which the approval is granted.



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.



23







APPENDIX A



_____Business Development Corporation
of America

or

_____BDCA Adviser, LLC

(collectively, the “Company”)



Acknowledgment Regarding

Code of Business Conduct, Ethics and
Statement on the Prohibition of Insider

Trading



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 the Company’s
Code of Business Conduct, Ethics and Statement on the Prohibition of Insider Trading (the “Code”), read it, and understand
that the Code contains the expectations of the Company regarding employee conduct, ethical behavior and the prohibition of trading
on insider information. I agree to observe the policies and procedures contained in the Code 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 which I am aware.
I also understand that the Code 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 the Company’s Code of Business Conduct,
Ethics and Statement on the Prohibition of Insider Trading.



A-1







APPENDIX B



____Business Development Corporation
of America

or

____BDCA Adviser, LLC

(collectively, the “Company”)



PRE-CLEARANCE FORM



Use this form to request pre-clearance of
a transaction to purchase a Limited Offering, Initial Public Offering or to purchase or sell a security issued by an issuer appearing
on the Portfolio or Pipeline Reports. Please submit this form, together with a copy of the Limited Offering documentation to the
Chief Compliance Officer at least five (5) business days before the planned investment.



|Employee Name:                                                          | Date:
|----------------------------------------------------------------------- | -----
|                                                                        |      
|Issuer/Investment Name:                                                 |      
|                                                                        |      
|Terms of Purchase (price, purchaser – individual, joint, entity, etc.):
|                                                                        |      
|Proposed Transaction Date:                                              |      
|                                                                        |      
|How did you learn about this opportunity?                               |      
|                                                                        |      
|Related to a Portfolio or Pipeline security?                            |      
|                                                                        |      
|Approved:                                                               | Date:
|                                                                        |      
|Not Approved:                                                           | Date:
|                                                                        |      
|Comments:                                                               |      



B-1







APPENDIX C



_____Business Development Corporation
of America

or

_____BDCA Adviser, LLC

(collectively, the “Company”)



INITIAL HOLDINGS REPORT

As of



To: Chief Compliance Officer



A. Securities Holdings. I have listed below (or
attached hereto a listing) all of my Securities Holdings held by me or Beneficial Owners as defined by the Company’s
Code of Ethics.



|                     |  | Interest    |  |                         |  | Number                 |  |                 |  |                          |  |             |  | Broker/Dealer
|-------------------- |  | ----------- |  | ----------------------- |  | ---------------------- |  | --------------- |  | ------------------------ |  | ----------- |  | -------------
|                     |  | Rate        |  |                         |  | of                     |  |                 |  | Nature of                |  |             |  | or           
|                     |  | and         |  |                         |  | Shares                 |  |                 |  | Transaction              |  |             |  | Bank         
|                     |  | Maturity    |  |                         |  | or                     |  | Dollar          |  | (Purchase,               |  |             |  | Through      
|Title
    ofSecurity |  | CUSIPNumber |  | Date
    (IfApplicable) |  | Date
    ofTransaction |  | PrincipalAmount |  | Amount
    ofTransaction |  | Sale,Other) |  | Price        



B. Brokerage Accounts. I , or a Beneficial Owner, have
established the following accounts in which securities for my direct or indirect benefit:



| | Name of Broker, Dealer or Bank |  |             | 
| | ------------------------------ |  | ----------- | 
| |                                |  |             | 
| | 1.                             |  |             | 
| | 2.                             |  |             | 
| | 3.                             |  |             | 
| |                                |  |             | 
| | Date: _________                |  |             | 
| |                                |  | Signature:  | 
| |                                |  |             | 
| |                                |  | Print Name: | 



C-1







APPENDIX D



____Business Development Corporation
of America

or

____BDCA Adviser, LLC

(collectively, the “Company”)



QUARTERLY TRANSACTION REPORT



For the Calendar______ Quarter Ended:

To: Chief Compliance Officer



A. Securities Transactions. During
the quarter referred to above, the following transactions were effected in securities of which I had, or by reason of such transactions
acquired, direct or indirect beneficial ownership, and which are required to be reported pursuant to the Code of Ethics of the
Company:



|                 |  | Number      |  |                     |  |                    |  |                 |  | Broker/Dealer       
|---------------- |  | ----------- |  | ------------------- |  | ------------------ |  | --------------- |  | --------------------
|                 |  | Interest    |  |                     |  | of                 |  |                 |  | Nature of           
|                 |  | Rate and    |  |                     |  | Shares             |  |                 |  | Transaction         
|                 |  | Maturity    |  |                     |  | or                 |  | Dollar          |  | (Purchase,          
|Title ofSecurity |  | CUSIPNumber |  | Date (IfApplicable) |  | Date ofTransaction |  | PrincipalAmount |  | Amount ofTransaction



B. New Brokerage Accounts. During
the quarter referred to above, I established the following accounts in which securities were held during the quarter for my direct
or indirect benefit:



|Name of Broker, Dealer or Bank |  | Date Account Was Established
|------------------------------ |  | ----------------------------



C. Other Matters. This report (i)
excludes transactions with respect to which I had no direct or indirect influence or control, (ii) excludes other transactions
not required to be reported, and (iii) is not an admission that I have or had any direct or indirect beneficial ownership in the
securities listed above.



| | Date: _________ |  |             | 
| | --------------- |  | ----------- | 
| |                 |  | Signature:  | 
| |                 |  |             | 
| |                 |  | Print Name: | 



D-1







APPENDIX E



_____Business Development Corporation
of America

or

_____BDCA Adviser, LLC

(collectively, the “Company”)



ANNUAL HOLDINGS REPORT

As of December 31, 20__



To: Chief Compliance Officer



As of December 31, 20__, I had direct or beneficial ownership
interest in the securities listed below which are required to be reported pursuant to Rule 17j-1 under the Investment Company
Act of 1940:



A. Securities Holdings. I have listed below (or attached hereto
a listing) all of my Securities Holdings held by me or Beneficial Owners as defined by the Company’s Code of Ethics.



|                 |  |             |  | Number ofShares or
|---------------- |  | ----------- |  | ------------------
|Title ofSecurity |  | CUSIPNumber |  | PrincipalAmount   
|                 |  |             |  |                   
|                 |  |             |  |                   



B. As of December 31, 20, I maintained accounts with brokers, dealers, and banks listed below in which securities were held for my direct or indirect
benefit:



Brokerage Accounts. I , or a Beneficial
Owner, have established the following accounts in which securities for my direct or indirect benefit:



|Name of Broker, Dealer or Bank |  | Date Account Was Established *
|------------------------------ |  | ------------------------------
|1.                             |  |                               
|2.                             |  |                               
|3.                             |  |                               



This report (i) excludes securities
and accounts over which I had no direct or indirect influence or control;(ii) excludes securities not required to be reported (for
example, direct obligations of the U.S. Government, shares of registered investment companies etc.); and (iii) is not an admission
that I have or had any direct or indirect beneficial ownership in the securities accounts listed above.



E-1







| | Date: _________ |  |             | 
| | --------------- |  | ----------- | 
| |                 |  | Signature:  | 
| |                 |  |             | 
| |                 |  | Print Name: | 



*Note: If account was established before 20, you can state that it was established before 20.



E-2