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EXHIBIT 14
 CODE OF BUSINESS
CONDUCT AND ETHICS
 Adopted January 24, 2005




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CODE OF BUSINESS CONDUCT AND ETHICS
 TABLE OF CONTENTS
 PageEDUCATION REALTY TRUST, INC. CODE OF BUSINESS CONDUCT AND ETHICS
    
    
    1CHAPTER 1 INTRODUCTION
    
    
    1A. GENERAL
    
    
    1B. INTENT AND PURPOSE
    
    
    1C. APPLICABILITY AND ACCOUNTABILITY
    
    
    1D. RELATIONSHIP TO OTHER COMPANY POLICIES AND PROCEDURES
    
    
    1E. COMPLIANCE AND SANCTIONS
    
    
    2CHAPTER 2 BUSINESS CONFLICTS POLICY
    
    
    2A. CONFLICTS OF INTEREST
    
    
    2B. GIFTS AND ENTERTAINMENT
    
    
    3C. RELATIONSHIPS WITH COMPANY VENDORS AND SUPPLIERS
    
    
    4D. PERSONAL USE OF COMPANY PROPERTY, RESOURCES, FACILITIES,
ASSETS AND
INNOVATIONS
    
    
    4E. CONFIDENTIAL INFORMATION, DATA AND DOCUMENTS
    
    
    6CHAPTER 3 COMPLIANCE WITH LAWS, RULES AND REGULATIONS
    
    
    7A. LAWS, RULES AND REGULATIONS
    
    
    7B. POLITICAL CONTRIBUTIONS AND OTHER POLITICAL ACTIVITIES
    
    
    7C. GOVERNMENT INVESTIGATIONS
    
    
    8D. IMPROPER INFLUENCE ON CONDUCT OF AUDITS
    
    
    9CHAPTER 4 ADMINISTRATIVE PROVISIONS AND ENFORCEMENT
    
    
    9A. RESOURCES
    
    
    9B. BUSINESS CONDUCT POLICY REVIEW COMMITTEE
    
    
    9C. WHISTLEBLOWER REPORTING AND AUDITING
    
    
    9D. REPORTING PROCEDURES
    
    
    10E. NON-RETALIATION POLICY
    
    
    10F. ENFORCEMENT
    
    
    10G. PERIODIC COMPLIANCE QUESTIONNAIRE
    
    
    11H. IMPLEMENTATION
    
    
    11I. CHANGES AND AMENDMENTS
    
    
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CODE OF BUSINESS CONDUCT AND ETHICS
Adopted January 24, 2005
 CHAPTER 1
INTRODUCTION
 A.
    
    GENERAL
  B.
    
    INTENT AND PURPOSE
   C.
    
    APPLICABILITY AND ACCOUNTABILITY
  D.
    
    RELATIONSHIP TO OTHER COMPANY POLICIES AND PROCEDURES




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www.educationrealty.com
 E.
    
    COMPLIANCE AND SANCTIONS
  CHAPTER 2
BUSINESS CONFLICTS POLICY
 A.
    
    CONFLICTS OF INTEREST
 Policy
 Employees have a duty of loyalty that requires them to act in the lawful and ethical interests
of the Company. As employment with the Company involves a relationship of trust and loyalty, it is
essential that employees be free from any influence that might (i) interfere with the proper and
efficient discharge of their duties or (ii) be inconsistent with their obligations to the Company.
Accordingly, employees should remain free from relationships with Company suppliers, competitors or
investors so as to avoid a conflict of interest or interfere with their duty of loyalty to the
Company.
 Discussion
  
    
    Financial interest in suppliers, competitors or investors. A conflict of interest
may exist when an employee, relative or any other person with whom the employee has a
close personal relationship has a direct or indirect financial interest in an
organization that does business with or is a competitor of or investor in the Company.
Shareholdings of less than 1% of the Company is not considered to be a conflict of
interest and are not required to be reported or disclosed.
    
    Serving in the management of competitors or investors. A conflict of interest may
exist when an employee serves as a director, officer, or in any other management or
consulting capacity with, or renders other services to, another organization that does
business with or is a competitor of the Company.
    
    Loans or guaranties. A conflict of interest may exist when the Company makes loans
to, or guarantees of obligations of, an employee, officer or director of the Company.
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
    
    Corporate opportunities. A conflict of interest may exist when an employee,
relative of an employee, or any other person with whom the employee has a close
personal relationship with, participates in any personal venture or transaction
involving a business activity or opportunity that is or may be of interest to the
Company. Such persons are prohibited from (a) taking for themselves opportunities that
are discovered through the use of Company property, information, or position; (b) using
Company property, information, or position for personal gain; and (c) competing with
the Company.
   B.
    
    GIFTS AND ENTERTAINMENT
 Policy
 It is Company policy that employees ordinarily may not accept or offer any business gift of
substantial value. Such gifts generally are inappropriate and may improperly influence the normal
business relationship between the Company and its suppliers, investors or competitors. Gifts with
a value over $500 will be considered to be substantial. If an employee is offered or proposes to
offer any gift with a value over $500 (or cumulative gifts from or to any single source valued at
over $500 per calendar year), the employees immediate supervisor must be notified and the gift may
not be accepted or given unless specifically approved in writing by the supervisor (or in the case
of the Chief Executive Officer, such person must provide notice to the Chairperson of the Business
Conduct Policy Review Committee or, on the case where the person is accepting or providing gifts
for the Company, such person shall first receive the written approval of the Chairperson of the
Audit Committee).
 It is also Company policy that employees ordinarily may not accept or offer business
entertainment of substantial value that is not consistent with applicable business practices for
the applicable business on the premise that it might improperly influence the normal business
relationship between the Company and its suppliers, investors or competitors. Generally
entertainment with a value over $500 per person (or cumulative entertainment received from or given
to any single source valued at over $1,000 per person per calendar year) will be considered
substantial. If an employee proposes to offer any such substantial entertainment to a third party,
the employee must obtain the advance written approval of his or her immediate supervisor. It is
recognized that there may be particular circumstances where it would be appropriate for an employee
to accept an invitation involving substantial business entertainment. However, substantial
entertainment offered to an employee only may be accepted following written approval by the
employees immediate supervisor (or in the case of the Chief Executive Officer, such person must
provide notice to the Chairperson of the Business Conduct Policy Review Committee or, on the case
where the person is accepting or providing entertainment for the Company has an Audit Committee,
such person shall first receive the written approval of the Chairperson of the Audit Committee).
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Discussion
   C.
    
    RELATIONSHIPS WITH COMPANY VENDORS AND SUPPLIERS
 Policy
 Company policy is to conduct all purchasing in accordance with (i) U.S. laws, (ii) Company
procurement policies and (iii) Company principles of business ethics. It is also Company policy
that employees shall endeavor to deal fairly with the Companys vendors, suppliers, competitors,
and employees while zealously seeking the best arrangements available for the Company but should
not take unfair advantage of any of the above through manipulation, concealment, abuse of
privileged information, misrepresentation of material facts, or any other unfair-dealing practice.
 Discussion
  D.
    
    PERSONAL USE OF COMPANY PROPERTY, RESOURCES, FACILITIES, ASSETS AND INNOVATIONS
 Policy
 It is the policy of the Company that all employees (i) are prohibited from using Company
property, resources or facilities for personal gain, (ii) may only use Company property, resources
or facilities for limited personal purposes within prescribed guidelines and (iii) may not take
advantage of inventions or ideas that are discovered by virtue of their employment.
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Discussion
        
    
    to send and receive necessary and occasional personal communications;
    
    to prepare and store incidental personal data (such as personal calendars, personal
address lists, and similar incidental personal data) in a reasonable manner;
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
    
    to use the telephone system for brief and necessary personal calls; and
    
    to access the Internet for brief personal searches and inquiries during meal times
or other breaks, or outside of work hours, provided that employees adhere to all other
usage policies.
      E.
    
    CONFIDENTIAL INFORMATION, DATA AND DOCUMENTS
 Policy
 Employees may not provide any confidential information, data or documents belonging to the
Company or its customers, suppliers, tenants, investors or other business relations to any third
party without the express written consent of the employees immediate supervisor. This includes,
but is not limited to, any confidential Company documents relating to investors, customers,
suppliers, tenants, assets or finances of the Company or any internal plans, employment
arrangements (including the employees own employment arrangements) or other internal arrangements.
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Discussion
   CHAPTER 3
COMPLIANCE WITH LAWS, RULES AND REGULATIONS
 A.
    
    LAWS, RULES AND REGULATIONS
 Policy
 The Company conducts its business in strict compliance with all applicable laws, rules and
regulations, including but not limited to antitrust laws, insider trading laws and laws and
regulations relating to recordkeeping and internal controls. The Company promotes full, fair,
accurate, timely and understandable disclosure in reports and documents that the Company files
with, or submits to, the Securities and Exchange Commission and in other public communications made
by the Company. All employees and directors involved in the Companys disclosure process,
including the senior financial officers, are responsible for acting in furtherance of this policy.
In particular, these individuals are required to maintain familiarity with the disclosure
requirements applicable to the Company and are prohibited from knowingly misrepresenting, omitting
or causing others to misrepresent or omit, material facts about the Company to others, whether
within or outside of the Company, including the Companys independent auditors. In addition, any
employee or director who has a supervisory role in the Companys disclosure process has an
obligation to discharge his or her responsibilities diligently. Company policy also prohibits
employees having any discussion, communication, agreement or understanding with any competitor
concerning bidding rates, pricing policy, terms or conditions of contracts, territorial markets,
labor and other costs or the like. Any understanding or agreement with another person to refrain
from doing business with an investor or supplier or otherwise engage in market collusion is against
Company policy.
 B.
    
    POLITICAL CONTRIBUTIONS AND OTHER POLITICAL ACTIVITIES
 Policy
 It is against Company policy, and may also be illegal, for any employee to:
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
    
    use any Company funds, property or facilities, or normal working time of any of the
Companys employees, for any political activity; or
    
    include, directly or indirectly, any political contribution that the employee may
desire to make on the employees expense account or otherwise cause the Company to
reimburse the employee or bear the cost for that expense.
 However, when permitted by law and authorized by the Chief Executive Officer, the Company may
express its views through designated spokespersons on specific issues that are important to the
Companys business and may make contributions to, or otherwise support, candidates to elective
office.
 Discussion
   C.
    
    GOVERNMENT INVESTIGATIONS
 Policy
 It is Company policy to cooperate fully with governmental authorities in the proper
performance of their functions, consistent with the safeguards that the law has established for the
benefit of persons under investigation.
 Discussion
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D.
    
    IMPROPER INFLUENCE ON CONDUCT OF AUDITS
 Policy
 None of the Companys officers or directors, or any other person acting under the direction
thereof, may take any action to fraudulently influence, coerce, manipulate, or mislead any
independent public or certified accountant engaged in the performance of an audit of the Companys
financial statements for the purpose of rendering such financial statements materially misleading.
 CHAPTER 4
ADMINISTRATIVE PROVISIONS AND ENFORCEMENT
 A.
    
    RESOURCES
   B.
    
    BUSINESS CONDUCT POLICY REVIEW COMMITTEE
  C.
    
    WHISTLEBLOWER REPORTING AND AUDITING
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D.
    
    REPORTING PROCEDURES
  E.
    
    NON-RETALIATION POLICY
  F.
    
    ENFORCEMENT
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G.
    
    PERIODIC COMPLIANCE QUESTIONNAIRE
  H.
    
    IMPLEMENTATION
  I.
    
    CHANGES AND AMENDMENTS
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CODE OF BUSINESS CONDUCT AND ETHICS
ACKNOWLEDGMENT
 READ CAREFULLY BEFORE SIGNING.
 
    
    I acknowledge receipt of the Companys Code Business Conduct and Ethics
(Code);
    
    I acknowledge that I read and understood the contents of the Code;
    
    I acknowledge that I will abide by the terms of the Code; and
    
    I understand that this Code does not create a contract of employment
and that it does not create a contract for benefits. My employment with the
Company is on an at-will basis, unless I have a written employment agreement
that expressly states otherwise and that has been signed by an officer of the
Company. I understand and agree that, at my option or the Companys option, my
employment, benefits, and compensation may be terminated at any time, with or
without cause or notice.
  Date
    
    
    
    
    
    Employees SignatureEmployees Printed NameWitness
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