**Exhibit 19.1**

 

**HILAND PARTNERS GP, LLC**

 

**CODE OF ETHICS FOR CHIEFEXECUTIVE OFFICER AND**

**SENIOR FINANCIAL OFFICERS**

 

This Code of Ethics (this “Code”) contains thepolicies that relate to the legal and ethical standards of conduct that theChief Executive Officer and the Chief Financial Officer, Controller and allother senior financial and accounting officers (the “Senior FinancialOfficers”) of Hiland Partners GP, LLC (the “Company”) are expectedto comply with while carrying out their duties and responsibilities on behalfof the Company.  The Company requiresthat each of these officers:

 

1.             Act with honesty and integrity, including theethical handling of actual or apparent conflicts of interest between personaland professional relationships.

 

2.             Exercise independent professional judgment and deter wrongdoing in the conductof all duties and responsibilities on behalf of the Company.

 

3.             Provide constituents with information that isaccurate, complete, objective, relevant, timely and understandable. Authorized executives (the Company’s Chief Executive Officer and SeniorFinancial Officers only) will provide analysts, institutional and individualinvestors, and the media fair access to corporate information when appropriate.

 

4.             Recognize that the integrity of the capital markets is based on the transparencyof credible financial and non-financial corporate information, and, to the bestof his or her ability and knowledge, work to ensure that the Company fully,fairly and accurately discloses this important information in a timely andunderstandable manner in all reports and documents that the Company files with,or furnishes to, the Securities and Exchange Commission and in other publiccommunications made by the Company.

 

5.             Comply with all rules, regulations and laws ofFederal, state, and local governments, and other appropriate private and publicregulatory agencies.** **Report to the Company’s Chief Executive Officer and the Chairperson ofthe Company’s Audit Committee any suspected fraudulent or illegal acts withinthe Company.

 

6.             Act in good faith, responsibly, with due care,competence and diligence, without misrepresenting material facts or allowinghis or her independent judgment to be subordinated.  Avoidany professional/business relationships that might affect, or be perceived topotentially affect, his or her ethical conduct.

 

7.             Respect the confidentiality of information acquiredin the course of his or her work except when authorized or otherwise legallyobligated to disclose such information. Confidential information acquired in the course of his or her work willnot be used for personal advantage,or for the advantage of related parties.

 

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8.             Discharge responsibilities completely and competently by keeping abreast of theaffairs of the Company as well as the laws and regulations affecting his or herposition.

 

9.             Proactively promote ethical behavior as a responsiblepartner among peers in his or her work environment.

 

10.           Achieve responsible use of and control over allassets and resources employed or entrusted to him or her.  Honorhis or her obligation to serve the interest of unitholders and otherstakeholders.

 

11.           Mistakes should never be covered up, but should be immediately fully disclosedand corrected.  Falsification of anyCompany record is prohibited.

 

12.           Report any violations of this Code to the Company’s Chief Executive Officerand the Chairperson of the Company’s Audit Committee.

 

13.           Recognize that failure to comply with the requirements of this Code could resultin termination of employment.

 

All officers subject to this Code shall also comply with the Company’sCode of Business Conduct and Ethics.  Anychange to or waiver of this Code shall be made only by the Company’s Board ofDirectors, or the appropriate committee of the Company’s Board ofDirectors.  If a change to or waiver ofthis Code is made or granted, appropriate disclosure will be made within twobusiness days after such change or waiver has been made or granted as requiredby law and The Nasdaq Stock Market, Inc.

 

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