**EXHIBIT
      14**






**HIGHBURY
      FINANCIAL INC.**


**CODE
      OF BUSINESS CONDUCT AND ETHICS**




ADOPTEDBY THE
      BOARD OF DIRECTORS


**ON
      DECEMBER 15, 2005**




**Introduction**




This
      Code
      of Business Conduct and Ethics covers a wide range of business practices and
      procedures. It does not cover every issue that may arise, but it sets out basic
      principles to guide all employees of the Company. All of our employees must
      conduct themselves accordingly and seek to avoid even the appearance of improper
      behavior. The Code should also be provided to and followed by the Company’s
      agents and representatives, including consultants.




If
      a law
      conflicts with a policy in this Code, you must comply with the law. If you
      have
      any questions about these conflicts, you should ask your supervisor how to
      handle the situation.




Those
      who
      violate the standards in this Code will be subject to disciplinary action,
      up to
      and including termination of employment. *If* *you
      are in a situation which you believe may violate or lead to a violation of
      this
      Code, follow the guidelines described in Section 14 of this
      Code.*




**1.** **Compliance
      with Laws, Rules and Regulations**




Obeying
      the law, both in letter and in spirit, is the foundation on which this Company’s
      ethical standards are built. All employees must respect and obey the laws of
      the
      cities, states and countries in which we operate. Although not all employees
      are
      expected to know the details of these laws, it is important to know enough
      to
      determine when to seek advice from supervisors, managers or other appropriate
      personnel.




If
      requested, the Company will hold information and training sessions to promote
      compliance with laws, rules and regulations, including insider-trading
      laws.




**2.** **Conflicts
      of Interest**




A
      “conflict of interest” exists when a person’s private interest interferes in any
      way with the interests of the Company. A conflict situation can arise when
      an
      employee, officer or director takes actions or has interests that may make
      it
      difficult to perform his or her Company work objectively and effectively.
      Conflicts of interest may also arise when an employee, officer or director,
      or
      members of his or her family, receives improper personal benefits as a result
      of
      his or her position in the Company. Loans to, or guarantees of obligations
      of,
      employees and their family members may create conflicts of
      interest.









It
      is
      almost always a conflict of interest for a Company employee to work
      simultaneously for a competitor, customer or supplier. You are not allowed
      to
      work for a competitor as a consultant or board member. The best policy is to
      avoid any direct or indirect business connection with our customers, suppliers
      or competitors, except on our behalf. Conflicts of interest are prohibited
      as a
      matter of Company policy, except under guidelines approved by the Board of
      Directors. Conflicts of interest may not always be clear-cut, so if you have
      a
      question, you should consult with higher levels of management. Any employee,
      officer or director who becomes aware of a conflict or potential conflict should
      bring it to the attention of a supervisor, manager or other appropriate
      personnel or consult the procedures described in Section 14 of this
      Code.




**3.** **Insider
      Trading**




Employees
      who have access to confidential information are not permitted to use or share
      that information for stock trading purposes or for any other purpose except
      the
      conduct of our business. All non-public information about the Company should
      be
      considered confidential information. To use non-public information for personal
      financial benefit or to “tip” others who might make an investment decision on
      the basis of this information is not only unethical but also illegal. In order
      to assist with compliance with laws against insider trading, the employee must
      comply with the Company’s Insider Trading Policy, a copy of which has been
      distributed to all employees.




**4.** **Corporate
      Opportunities**




Employees,
      officers and directors are prohibited from taking for themselves personally
      opportunities that are discovered through the use of corporate property,
      information or position without the consent of the Board of Directors. No
      employee may use corporate property, information, or position for improper
      personal gain, and no employee may compete with the Company directly or
      indirectly. Employees, officers and directors owe a duty to the Company to
      advance its legitimate interests when the opportunity to do so
      arises.




**5.** **Competition
      and Fair Dealing**




We
      seek
      to outperform our competition fairly and honestly. Stealing proprietary
      information, possessing trade secret information that was obtained without
      the
      owner’s consent, or inducing such disclosures by past or present employees of
      other companies is prohibited. Each employee should endeavor to respect the
      rights of and deal fairly with the Company’s customers, suppliers, competitors
      and employees. No employee should take unfair advantage of anyone through
      manipulation, concealment, abuse of privileged information, misrepresentation
      of
      material facts, or any other intentional unfair-dealing practice.




The
      purpose of business entertainment and gifts in a commercial setting is to create
      good will and sound working relationships, not to gain unfair advantage with
      customers. No gift or entertainment should ever be offered, given, provided
      or
      accepted by any Company employee, family member of an employee or agent unless
      it: (1) is not a cash gift, (2) is consistent with customary business practices,
      (3) is not excessive in value, (4) cannot be construed as a bribe or payoff
      and
      (5) does not violate any laws or regulations. Please discuss with your
      supervisor any gifts or proposed gifts which you are not certain are
      appropriate.




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**6.** **Discrimination
      and Harassment**




The
      diversity of the Company’s employees is a tremendous asset. We are firmly
      committed to providing equal opportunity in all aspects of employment and will
      not tolerate any illegal discrimination or harassment of any kind. Examples
      include derogatory comments based on racial or ethnic characteristics and
      unwelcome sexual advances.




**7.** **Health
      and Safety**




The
      Company strives to provide each employee with a safe and healthy work
      environment. Each employee has responsibility for maintaining a safe and healthy
      workplace for all employees by following safety and health rules and practices
      and reporting accidents, injuries and unsafe equipment, practices or
      conditions.




Violence
      and threatening behavior are not permitted. Employees should report to work
      in
      condition to perform their duties, free from the influence of illegal drugs
      or
      alcohol. The use of illegal drugs in the workplace will not be
      tolerated.




**8.** **Record-Keeping**




T he
      Company requires honest and accurate recording and reporting of information
      in
      order to make responsible business decisions. For example, only the true and
      actual number of hours worked should be reported.




Many
      employees regularly use business expense accounts, which must be documented
      and
      recorded accurately. If you are not sure whether a certain expense is
      legitimate, ask your supervisor.




All
      of
      the Company’s books, records, accounts and financial statements must be
      maintained in reasonable detail, must appropriately reflect the Company’s
      transactions and must conform both to applicable legal requirements and to
      the
      Company’s system of internal controls. Unrecorded or “off the books” funds or
      assets should not be maintained unless permitted by applicable law or
      regulation.




Business
      records and communications often become public, and we should avoid
      exaggeration, derogatory remarks, guesswork, or inappropriate characterizations
      of people and companies that can be misunderstood. This applies equally to
      e-mail, internal memos, and formal reports. Records should always be retained
      or
      destroyed according to the Company’s record retention policies. In accordance
      with those policies, in the event of litigation or governmental investigation
      please consult your supervisor.




**9.** **Confidentiality**




Employees
      must maintain the confidentiality of confidential information entrusted to
      them
      by the Company or its customers, except when disclosure is authorized by the
      Board of Directors or required by laws or regulations. Confidential information
      includes all non-public information that might be of use to competitors, or
      harmful to the Company or its customers, if disclosed. It also includes
      information that suppliers and customers have entrusted to us. The obligation
      to
      preserve confidential information continues even after employment
      ends.




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**10.** **Protection
      and Proper Use of Company Assets**




All
      employees should endeavor to protect the Company’s assets and ensure their
      efficient use. Theft, carelessness, and waste have a direct impact on the
      Company’s profitability. Any suspected incident of fraud or theft should be
      immediately reported for investigation. Company equipment should not be used
      for
      non-Company business, though incidental personal use may be
      permitted.




The
      obligation of employees to protect the Company’s assets includes its proprietary
      information. Proprietary information includes intellectual property such as
      trade secrets, patents, trademarks, and copyrights, as well as business,
      marketing and service plans, engineering and manufacturing ideas, designs,
      databases, records, salary information and any unpublished financial data and
      reports. Unauthorized use or distribution of this information would violate
      Company policy. It could also be illegal and result in civil or even criminal
      penalties.




**11.** **Payments
      to Government Personnel**




The
      U.S.
      Foreign Corrupt Practices Act prohibits giving anything of value, directly
      or
      indirectly, to officials of foreign governments or foreign political candidates
      in order to obtain or retain business. It is strictly prohibited to make illegal
      payments to government officials of any country.




In
      addition, the U.S. government has a number of laws and regulations regarding
      business gratuities which may be accepted by U.S. government personnel. The
      promise, offer or delivery to an official or employee of the U.S. government
      of
      a gift, favor or other gratuity in violation of these rules would not only
      violate Company policy but could also be a criminal offense. State and local
      governments, as well as foreign governments, may have similar
      rules.




**12.** **Waivers
      of the Code of Business Conduct and Ethics**




Any
      waiver of this Code for executive officers or directors may be made only by
      the
      Board of Directors or a proper committee of the Board of Directors and will
      be
      promptly disclosed as required by law or stock exchange regulation.




**13.** **Reporting
      any Illegal or Unethical Behavior**




Employees
      are encouraged to talk to supervisors, managers or other appropriate personnel
      about observed illegal or unethical behavior and when in doubt about the best
      course of action in a particular situation. It is the policy of the Company
      not
      to allow retaliation for reports of misconduct by others made in good faith
      by
      employees. Employees are expected to cooperate in internal investigations of
      misconduct.




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Employees
      must know the Company’s procedures for employee complaints regarding accounting
      and auditing matters, **** which
      is
      the Audit Committee’s procedures for the receipt, retention, and treatment of
      complaints received by the Company regarding accounting, internal accounting
      controls, or auditing matters. Any employee may submit a good faith concern
      regarding questionable accounting or auditing matters without fear of dismissal
      or retaliation of any kind.




**14.** **Compliance
      Procedures**




We
      must
      all work to ensure prompt and consistent action against violations of this
      Code.
      However, in some situations it is difficult to know if a violation has occurred.
      Since we cannot anticipate every situation that will arise, it is important
      that
      we have a way to approach a new question or problem. These are the steps to
      keep
      in mind:




•
            Make
                sure you have all the facts.
                In order to reach the right solutions, we must be as fully informed
                as
                possible.




•
            Ask
                yourself: What specifically am I being asked to do? Does it seem
                unethical
                or improper?
                This will enable you to focus on the specific question you are faced
                with,
                and the alternatives you have. Use your judgment and common sense;
                if
                something seems unethical or improper, it probably
                is.




•
            Clarify
                your responsibility and role.In
                most situations, there is shared responsibility. Are your colleagues
                informed? It may help to get others involved and discuss the
                problem.




•
            Discuss
                the problem with your supervisor.
                This is the basic guidance for all situations. In many cases, your
                supervisor will be more knowledgeable about the question, and will
                appreciate being brought into the decision-making process. Remember
                that
                it is your supervisor’s responsibility to help solve
                problems.




•
            Seek
                help from Company resources.
                In the rare case where it may not be appropriate to discuss an issue
                with
                your supervisor, or where you do not feel comfortable approaching
                your
                supervisor with your question, discuss it with the general counsel
                of the
                Company or any independent director of the
                Company.




•
            You
                may report ethical violations in confidence and without fear
                ofretaliation.
                If your situation requires that your identity be kept secret, your
                anonymity will be protected. The Company does not permit retaliation
                of
                any kind against employees for good faith reports of ethical
                violations.




•
            Always
                ask first, act later:
                If you are unsure of what to do in any situation, seek guidancebefore
                you act.






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**CODE
      OF ETHICS FOR CEO AND CFO**




The
      Company has a Code of Business Conduct and Ethics applicable to all directors
      and employees of the Company. The CEO and CFO are bound by the provisions set
      forth therein relating to ethical conduct, conflicts of interest and compliance
      with law. In addition to the Code of Business Conduct and Ethics, the CEO and
      CFO are subject to the following additional specific policies:




1.
            The
                CEO and CFO are responsible for full, fair, accurate, timely and
                understandable disclosure in the periodic reports required to be
                filed by
                the Company with the SEC. Accordingly, it is the responsibility of
                the CEO
                and CFO to fulfill their responsibilities as specified in the Company’s
                Disclosure Controls and Procedures. In doing so, the CFO will ensure
                that
                all pertinent information required to be disclosed in such report
                is so
                disclosed in an accurate and timely
                manner.




2.
            The
                CEO and CFO shall promptly bring to the attention of the Audit Committee
                any information he or she may have concerning (a) significant deficiencies
                in the design or operation of internal controls which could adversely
                affect the Company’s ability to record, process, summarize and report
                financial data or (b) any fraud, whether or not material, that involves
                management or other employees who have a significant role in the
                Company’s
                financial reporting, disclosures or internal
                controls.




3.
            The
                CEO and CFO shall promptly bring to the attention of the Board of
                Directors or the CEO and to the Audit Committee any information he
                or she
                may have concerning any violation of the Company’s Code of Business
                Conduct and Ethics, including any actual or apparent conflicts of
                interest
                between personal and professional relationships, involving any management
                or other employees who have a significant role in the Company’s financial
                reporting, disclosures or internal
                controls.




4.
            The
                CEO and CFO shall promptly bring to the attention of the Board of
                Directors or the CEO and to the Audit Committee any information he
                or she
                may have concerning evidence of a material violation of the securities
                or
                other laws, rules or regulations applicable to the Company and the
                operation of its business, by the Company or any agent thereof, or
                of
                violation of the Code of Business Conduct and Ethics or of these
                additional procedures.




5.
            The
                Board of Directors shall determine, or designate appropriate persons
                to
                determine, appropriate actions to be taken in the event of violations
                of
                the Code of Business Conduct and Ethics or of these additional procedures
                by the CEO and CFO. Such actions shall be reasonably designed to
                deter
                wrongdoing and to promote accountability for adherence to the Code
                of
                Business Conduct and Ethics and to these additional procedures, and
                shall
                include written notices to the individual involved that the Board
                has
                determined that there has been a violation, censure by the Board,
                demotion
                or re-assignment of the individual involved, suspension with or without
                pay or benefits (as determined by the Board) and termination of the
                individual’s employment. In determining what action is appropriate in a
                particular case, the Board of Directors or such designee shall take
                into
                account all relevant information, including the nature and severity
                of the
                violation, whether the violation was a single occurrence or repeated
                occurrences, whether the violation appears to have been intentional
                or
                inadvertent, whether the individual in question had been advised
                prior to
                the violation as to the proper course of action and whether or not
                the
                individual in question had committed other violations in the
                past.




6.
            The
                CEO and CFO shall not certify the reports pursuant to Section 302
                or
                Section 906 of The Sarbanes-Oxley Act of 2002 unless such certification
                is
                complete and truthful.






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