Exhibit 14.2























FULL CIRCLE CAPITAL
CORPORATION









CODE OF BUSINESS

CONDUCT













Approved: June 24, 2013

















CODE OF BUSINESS CONDUCT



TABLE OF CONTENTS









|                                                       |  | Page
|------------------------------------------------------ |  | ----
|                                                       |  |     
|Introduction                                           |  | 1   
|Purpose of the Code                                    |  | 1   
|Conflicts of Interest                                  |  | 2   
|Corporate Opportunities                                |  | 2   
|Confidentiality                                        |  | 2   
|Fair Dealing                                           |  | 2   
|Protection and Proper Use of Company Assets            |  | 3   
|Compliance with Applicable Laws, Rules and Regulations |  | 3   
|Equal Opportunity, Harassment                          |  | 4   
|Loans                                                  |  | 4   
|Accuracy of Company Records                            |  | 4   
|Retaining Business Communications                      |  | 5   
|Outside Employment                                     |  | 5   
|Political Contributions                                |  | 5   
|Media Relations                                        |  | 5   
|Intellectual Property Information                      |  | 6   
|Internet and E-mail Policy                             |  | 6   
|Reporting Violations and Complaint Handling            |  | 6   
|Administration of the Code                             |  | 7   
|Sanctions for Code Violations                          |  | 7   
|Application/Waivers                                    |  | 8   
|Revisions and Amendments                               |  | 8   





Appendices





|CodeAcknowledgment |  | A-1
|------------------ |  | ---





ii









CODE OF BUSINESS CONDUCT



Introduction



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



All officers, directors and employees of
Full Circle and its investment adviser, Full Circle Advisors, LLC (the “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 any member of Full Circle’s management,
or follow the procedures outlined in applicable sections of this Code.



Purpose of the Code



This Code is intended to:



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



| | · | 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.
| | - | -------------------------------------------------------------------------------------------------------------



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. All employees will receive all updates and updated versions of
this Code and will be required to read and acknowledge such updates.











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 nonpublic 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 Full Circle 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, Full Circle, our affiliates, our lenders, our clients, or our other business partners. This obligation continues
even after you leave Full Circle, 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:





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| | · | 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. Highlighted below are some of the key compliance guidelines that must be
followed.



| | · | Insider trading. It is against the law to buy or sell securities using material information that is not available to
the public. Individuals who give this “inside” information to others may be liable to the same extent as the individuals
who trade while in possession of such information. You must not trade in our securities, or the securities of our affiliates, our
lenders, our advisory clients or our other business partners while in the possession of “inside” information. All employees
are required to be familiar and comply with our Statement of Policy on Insider Trading.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | “Whistleblower” protections.It is against the law to discharge, demote, suspend, threaten, harass or discriminate
in any manner against an employee who provides information or otherwise assists in investigations or proceedings relating to violations
of federal securities laws or other federal laws prohibiting fraud against shareholders or advisory clients. You must not discriminate
in any way against an employee who engages in these “whistleblower” activities.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Investment Company Act and Investment Advisers Act requirements. A separate code of ethics has been established to comply
with the Investment Company Act of 1940, as amended, and the Investment Advisers Act of 1940 as amended, and is applicable to those
persons designated in such code.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





3







| | · | Document retention. You must adhere to appropriate procedures governing the retention and
destruction of records consistent with applicable laws, regulations and our policies. You may not destroy, alter or falsify any
document that may be relevant to a threatened or pending lawsuit or governmental investigation.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Please talk to the Chief Compliance Officer
or any member of senior management 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.



Loans



No employee may borrow funds from or become
indebted to any person, business or company having material business dealings or a material relationship with Full Circle, except
with respect to customary personal loans (e.g., home mortgage loans, automobile loans, or lines of credit), unless the arrangement
is disclosed in writing and receives prior written approval from the Chief Compliance Officer of the Company and/or the investment
adviser, as appropriate. No employee may use Full Circle’s name, position in a particular market or good will to receive
any benefit on loan transactions without the prior express written consent of the Chief Compliance Officer of the Company and/or
the investment adviser, as appropriate.



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.





4







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.



Outside Employment



Without the written consent of the Chief
Executive Officer of the Company or the Chief Compliance Officer of the investment adviser, no officer or employee is permitted
to:



| | · | engage 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 of the Company with a copy to the Chief Compliance Officer of the Company
or to the Chief Compliance Officer of the investment adviser, as appropriate



Political Contributions



No funds of Full Circle may be given directly
to political candidates. You may, however, engage in political activity with your own resources on your own time. For employees
of the investment adviser, please note that any political activity must comply with the investment adviser’s Pay to Play
policy.



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 is the sole contact for media seeking information
about Full Circle. Any requests from the media must be referred to our Chief Executive Officer.





5









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 Full Circle;
| | - | ----------------------------------------------------------------



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



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



Internet and E-Mail Policy



We provide an e-mail system and Internet
access to certain of our employees to help them do their work. You may use the e-mail system and the Internet only for legitimate
business purposes in the course of your duties. Incidental and occasional personal use is permitted, but never for personal gain
or any improper use. Further, you are prohibited from discussing or posting information regarding Full Circle in any external electronic
forum, including Internet chat rooms or electronic bulletin boards, unless pre-approved by the Chief Compliance Officer in accordance
with the investment adviser’s Social Media Policy.



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 Full Circle or the investment 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.





6







Anyone who has a concern about our conduct,
the conduct of an officer of Full Circle or its investment 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 Full Circle’s
or its investment adviser’s conduct, the conduct of an officer of Full Circle or its investment adviser, or about Full Circle’s
or its investment adviser’s accounting, internal accounting controls or auditing matters, you may use the following means
of communication:





|ADDRESS: | Full Circle Capital Corporation  | 
|-------- | -------------------------------- | 
|         | 800 Westchester Ave, Suite S-620 | 
|         | Rye Brook, New York 10573        | 
|         |                                  | 



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



Administration of the Code



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





Sanctions for Code Violations



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





7









Application/Waivers



All the directors, officers and employees
of Full Circle and its investment adviser are subject to this Code.



Insofar as other policies or procedures
of Full Circle 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 Boards of Directors must be made by our Board of Directors and disclosed on our website or
on a Form 8-K filed with the Securities and Exchange Commission within four business days following such amendment or waiver.



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.



8







APPENDIX A



Full Circle Capital Corporation



Acknowledgment Regarding

Code of Business Conduct



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 Full Circle Capital
Corporation’s Code of Business Conduct, read it, and understand that the Code contains the expectations of Full Circle Capital
Corporation regarding employee conduct. I agree to observe the policies and procedures contained in the Code of Business Conduct
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 Full Circle Capital Corporation’sCode of Business Conduct.





A-1