<DOCUMENT>
<TYPE>EX-99.CODE ETH
<SEQUENCE>2
<FILENAME>fp0000962_ex99code.txt
<TEXT>
                              EXHIBIT 99. CODE ETH.

                       HERZFELD CARIBBEAN BASIN FUND, INC.
          CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND FINANCIAL OFFICERS

PREAMBLE
--------

      This Code of Ethics is being adopted in compliance  with the  requirements
of Rule 17j-1  under the  Investment  Company  Act of 1940 (the  "Act") and Rule
204A-1 under the Investment Advisers Act of 1940 (the "Advisers Act") adopted by
the United States Securities and Exchange  Commission to effectuate the purposes
and objectives of the rules.

      Rule 17j-1  makes it unlawful  for certain  persons,  in  connection  with
purchase  or sale by such  person of a security  held or to be  acquired  by The
Herzfeld Caribbean Basin Fund, Inc. (the "Fund"):

      (1)   To employ a device, scheme or artifice to defraud the Fund;

      (2)   To make to the Fund any untrue  statement of a material fact or omit
            to state to the Fund a material fact  necessary in order to make the
            statements  made,  in light of the  circumstances  in which they are
            made, not misleading;

      (3)   To engage in any act,  practice or course of business which operates
            or would operate as a fraud or deceit upon the Fund; or

      (4)   To engage in a manipulative practice with respect to the Fund.

      Section  206 of the  Advisers  Act makes it unlawful  for certain  persons
including Thomas J. Herzfeld Advisors, Inc. (the "Adviser"):

      (1) To employ any  device,  scheme or  artifice  to defraud  any client or
prospective client;

      (2) To engage in any  transaction,  practice or course of  business  which
operates as a fraud or deceit upon any client or prospective client;

      (3)  Acting  as  principal  for his own  account,  knowingly  to sell  any
security to or purchase  any security  from a client;  or acting as broker for a
person other than such  client,  knowingly to effect any sale or purchase of any
security for the account of such client,  without  disclosing  to such client in
writing before the completion of such  transaction,  the capacity in which he is
acting  and  obtaining  the  consent  of the  client  to such  transaction.  The
prohibitions  of this  paragraph (3) shall not apply to any  transaction  with a
customer  of a broker  or dealer  if such  broker or dealer is not  acting as an
investment adviser in relation to such transaction; or


<PAGE>

      (4) To  engage  in any act,  practice,  or  course  of  business  which is
fraudulent, deceptive or manipulative.

      Rule 17j-1 and/or Rule 204A-1 require the Fund and its investment  adviser
to adopt a written Code of Ethics containing  provisions reasonably necessary to
prevent  persons from engaging in acts in violation of the above standard and to
use  reasonable  diligence,  and institute  procedures  reasonably  necessary to
prevent violations of the Code.

      Set forth below is the Code of Ethics adopted by the Board of Directors of
the Fund (the "Fund Board") and by the Adviser in compliance with the Rule. This
Code is based upon the  principle  that the  directors and officers of the Fund,
and certain affiliated persons of the Fund and Adviser, owe a fiduciary duty to,
among others,  the shareholders of the Fund to conduct their affairs,  including
their  personal  securities  transactions,  in such  manner to avoid (i) serving
their own personal  interests ahead of shareholders;  (ii) taking  inappropriate
advantage  of their  position  with the Fund;  and (iii) any actual or potential
conflicts of interest or any abuse of their position of Fund and responsibility.

1.    DEFINITIONS
      -----------

      (a)   "ACCESS  PERSON" means any Advisory Person of the Fund or the Fund's
            Adviser.

      (b)   "ADVISORY PERSON" means

            (i)   any director, trustee, officer, general partner or employee of
                  the  Fund  or  its  Adviser  (or  any  company  in  a  control
                  relationship  to the  Fund  or  investment  adviser)  who,  in
                  connection with his or her regular functions or duties, makes,
                  participates  in,  or  obtains  information   regarding,   the
                  purchase or sale of Covered  Securities  by the Fund, or whose
                  functions  relate to the  making of any  recommendations  with
                  respect to such purchase or sales; and

            (ii)  any natural  person in a control  relationship  to the Fund or
                  the Adviser who obtains information concerning recommendations
                  made to the Fund  with  regard  to the  purchase  or sale of a
                  Covered Security by the Fund.

      (c)   A security is "BEING  CONSIDERED  FOR PURCHASE OR SALE" or is "BEING
            PURCHASED  OR SOLD" when a  recommendation  to  purchase or sell the
            security has been made and  communicated to the trading desk,  which
            includes  when the Fund has a  pending  "buy" or "sell"  order  with
            respect to a security,  and,  with respect to the person  making the
            recommendation,  when such person seriously  considers making such a
            recommendation.

      (d)   "BENEFICIAL  OWNERSHIP"  shall be as defined in, and  interpreted in
            the same  manner as it would be in  determining  whether a person is
            subject to the provisions of, Section 16 of the Securities  Exchange
            Act  of  1934  and  the  rules  and  regulations  thereunder  which,
            generally   speaking,   encompasses   those   situations  where  the
            beneficial  owner has the right to enjoy some economic  benefit from
            the ownership of the security  regardless  of who is the  registered
            owner. This would include:


<PAGE>

            (i)   securities which a person holds for his or her own benefit
                  either in bearer form, registered in his or her own name or
                  otherwise regardless of whether the securities are owned
                  individually or jointly;

            (ii)  securities held in the name of a member of his or her
                  immediate family (spouse or child) sharing the same household;

            (iii) securities held by a trustee, executor, administrator,
                  custodian or broker;

            (iv)  securities owned by a general partnership of which the person
                  is a member or a limited partnership of which such person is a
                  general partner;

            (v)   securities held by a corporation which can be regarded as a
                  personal holding company of a person; and

            (vi)  securities recently purchased by a person and awaiting
                  transfer into his or her name.

      (e)   "CONTROL" shall have the same meaning as that set forth in Section
            2(a)(9) of the Act.

      (f)   "CHIEF COMPLIANCE OFFICER" means Cecilia Gondor or her successor(s)
            appointed by the Fund Board, and the board of directors of the
            Adviser, respectively.

      (g)   "COVERED SECURITY" means a security, except that it shall not
            include

            (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,
                  except shares issued by exchange traded funds or ETFs.

      (h)   "INDEPENDENT DIRECTOR" means a Director of the Fund who is not an
            "interested person" of the Fund within the meaning of Section
            2(a)(19) of the Act.


<PAGE>

      (i)   "INITIAL PUBLIC OFFERING" ("IPO") means an offering of securities
            registered under the Securities Act of 1933 ("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
            Securities Exchange Act of 1934.

      (j)   "INVESTMENT PERSONNEL" means:

            (i)   Any Advisory Person who, in connection with his regular
                  functions or duties, makes or participates in making
                  recommendations regarding the purchase or sale of securities
                  by the Fund.

            (ii)  Any natural person who controls the Fund or Adviser and who
                  obtains current information concerning recommendations made to
                  the Fund regarding the purchase or sale of securities by the
                  Fund.
      (k)   "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.

      (l)   "PURCHASE OR SALE OF A COVERED SECURITY" includes the writing of an
            option to purchase or sell a Covered Security.

      (m)   "SECURITY HELD OR TO BE ACQUIRED" by the Fund means:

            (i)   any Covered Security which, within the most recent seven (7)
                  days:

                  (A)   is or has been held by the Fund; or

                  (B)   is being or has been considered by the Fund or the
                        Adviser for purchase by the Fund; and

            (ii)  any option to purchase or sell, and any security convertible
                  into or exchangeable for, a Covered Security described in
                  paragraph (m)(i) of this section.

      (n)   "SECURITY" as defined in Section 2(a)(36) of the Act means any note,
            stock, treasury stock, bond, debenture, evidence of indebtedness,
            certificate of interest or participation in any profit-sharing
            agreement, collateral-trust certificate, preorganization certificate
            or subscription, transferable share, investment contract,
            voting-trust certificate, certificate of deposit for a security,
            fractional undivided interest in oil, gas, or other mineral rights,
            any put, call, straddle, option, or privilege on any security
            (including a certificate of deposit) or on any group or index of
            securities (including any interest therein or based on the value
            thereof), or any put, call, straddle, option, or privilege entered
            into in a national securities exchange relating to foreign currency,
            or, in general, any interest or instrument commonly known as a
            "security," or any certificate of interest or participation in,
            temporary or interim certificate for, receipt for, guarantee of, or
            warrant or right to subscribe to or purchase, any of the foregoing.


<PAGE>

2.    PROHIBITED TRANSACTIONS
      -----------------------

      (a)   No ACCESS PERSON shall engage in any act, practice or course of
            conduct, which would violate the provisions of Rule 17j-1 under the
            Act, Section 206 of the Adviser Act or Rule 204A-1 under the
            Advisers Act.

      (b)   No ACCESS PERSON shall:

            (i)   purchase or sell, directly or indirectly, any Covered Security
                  in which he has or by reason of such transaction acquires, any
                  direct or indirect beneficial ownership and which to his or
                  her ACTUAL KNOWLEDGE at the time of such purchase or sale is a
                  SECURITY HELD OR TO BE ACQUIRED BY THE FUND or the Adviser as
                  defined under paragraph 1(m) above;

            (ii)  disclose to other persons the securities activities engaged in
                  or contemplated for the various series of the Fund;

            (iii) seek or accept anything of value, either directly or
                  indirectly, from broker-dealers or other persons providing
                  services to the Fund because of such person's association with
                  the Fund. For the purposes of this provision, the following
                  gifts from broker-dealers or other persons providing services
                  to the Fund will not be considered to be in violation of this
                  section:

                  (A)   an occasional meal;

                  (B)   an occasional ticket to a sporting event, the theater or
                        comparable entertainment;

                  (C)   a holiday gift of fruit or other foods, or other
                        comparable gift.

      (c)   NO INVESTMENT PERSONNEL shall:

            (i)   Acquire directly or indirectly any beneficial ownership in any
                  securities in an IPO if such security is being considered for
                  purchase or sale by the Fund or is being purchased or sold by
                  the Fund.

            (ii)  Acquire directly or indirectly any beneficial ownership in any
                  securities in a Limited Offering without prior approval of the
                  CHIEF COMPLIANCE OFFICER or other person designated by the
                  Fund Board.


<PAGE>

                  Any person  authorized  to  purchase  securities  in a Limited
                  Offering shall disclose such  investment when they play a part
                  in any subsequent  consideration  of an investment by the Fund
                  in the issuer. In such  circumstances,  the Fund's decision to
                  purchase   securities  of  the  issuer  shall  be  subject  to
                  independent  review by the Fund's  officers  with no  personal
                  interest in the issuer.

            (iii) Applicable only to Fund managers identified on Schedule A from
                  time to time, buy or sell a Covered Security within seven (7)
                  calendar days before and after any series of the Fund that he
                  or she manages trades in that security. Any profits realized
                  on trades within the proscribed period are required to be
                  disgorged. Schedule A will be amended as necessary by the Fund
                  Board to reflect changes in Adviser personnel.

            (iv)  Serve on the board of directors of any publicly traded company
                  without prior authorization of the Chairman and/or President
                  of the Fund. Any such authorization shall be based upon a
                  determination that the board service would be consistent with
                  the interests of the Fund and its shareholders.

3.    EXEMPTED TRANSACTIONS
      ---------------------

      The prohibitions of Sections 2(b) and 2(c) shall not apply to:

      (a)   purchases or sales effected in any account over which the Access
            Person has no direct or indirect influence or control;

      (b)   purchases or sales which are non-volitional on the part of
                  either the Access Person or the Fund;

      (c)   purchases which are part of an automatic dividend reinvestment plan;

      (d)   purchases effected upon the exercise of rights issued by an issuer
            pro rata to all holders of a class of its securities, to the extent
            such rights were acquired from such issuer, and sales of such rights
            so acquired;

      (e)   purchases or sales other than those exempted in (a) through (d) of
            this Section 3 that have been authorized in advance and in writing
            by the CHIEF COMPLIANCE OFFICER following a specific determination
            that the transaction is consistent with the provisions of the
            Preamble;

      (f)   purchases or sales of publicly traded shares of companies that have
            a market capitalization at the time of purchase in excess of $5
            billion; and

      (g)   purchase or sale transactions by Investment Personnel in accordance
            with the investment program of Managed Portfolios, as defined and
            published monthly in The Investor's Guide to Closed-End Funds,
            provided that such transactions are executed simultaneously, and at
            the same price as, a purchase or sale by the Fund or, if not
            executed simultaneously with the Managed Portfolios then after such
            transactions have been executed. All such transactions by Investment
            Personnel are required to be pre-cleared by the CCO.


<PAGE>

4.    COMPLIANCE PROCEDURES
      ---------------------

      (a)   Pre-clearance
            -------------

            With the exception of the Independent Directors, all Access Persons
            shall receive prior approval from the CHIEF COMPLIANCE OFFICER or
            other officer designated by the Fund Board or Adviser's board, as
            the case may be, before purchasing or selling securities. Any
            approval is valid only for one day after authorization is received.
            If an Access Person is unable to effect the securities transaction
            during such period, he or she must re-obtain approval prior to
            effecting the securities transaction.

      (b)   Reporting Requirements
            ----------------------

            INITIAL & ANNUAL REPORTS. All Access Persons, except Independent
            Directors, shall disclose to the CHIEF COMPLIANCE OFFICER within 10
            days of becoming an Access Person, and thereafter on an annual basis
            as of December 31(i) the name, number of shares and principal amount
            of each Covered Security in which the Access Person has any direct
            or indirect beneficial ownership and (ii) the name of any broker,
            dealer or bank with whom the Access Person maintains a securities
            account. The initial holdings report shall be made on the form
            attached as Exhibit A, and the annual holdings report shall be made
            on the form attached as Exhibit B. The information on the initial
            holdings and annual reports must be current as of a date no more
            than 45 days before the date the person becomes an Access Person.

            QUARTERLY REPORTS. Every Access Person shall report to the CHIEF
            COMPLIANCE OFFICER the information described below with respect to
            transactions in any Covered Security in which such person has, or by
            reason of such transaction acquires, any direct or indirect
            beneficial ownership in the security; provided, however, that an
            Access Person shall not be required to make a report with respect to
            transactions effected for any account over which such person has no
            direct or indirect influence or control.

            (i)   Each Independent Director need only report a transaction in a
                  Covered Security if such Director, at the time of that
                  transaction, knew, or, in the ordinary course of fulfilling
                  his official duties as a trustee, should have known that on
                  the date, or during the 7 calendar days immediately before or
                  after such date, of the Director's transaction, such Covered
                  Security was purchased or sold by the Fund or was being
                  considered for purchase or sale by the Fund or Adviser.


<PAGE>

            (ii)  Reports required to be made under this Paragraph (b) shall be
                  made not later than 30 days after the end of the calendar
                  quarter. Every Access Person shall be required to submit a
                  report for all periods, including those periods in which no
                  securities transactions were effected. A report shall be made
                  on the form attached hereto as EXHIBIT C or on any other form
                  containing the following information:

                  With respect to any transaction during the quarter in a
                  Covered Security in which the Access Person had any direct or
                  indirect beneficial ownership:

                  (A)   the date of the transaction, the name, the interest rate
                        and maturity date (if applicable), the number of shares,
                        and the principal amount of each Covered Security
                        involved;

                  (B)   the nature of the transaction (I.E., purchase, sale or
                        any other type of acquisition or disposition);

                  (C)   the price of the Covered Security at which the
                        transaction was effected;

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

                  (E)   the date that the report is submitted by the Access
                        Person.

                  With respect to any securities account established at a
                  broker, dealer, or bank during the quarter for the direct or
                  indirect benefit of the Access Person:

                  (A)   the name of the broker, dealer or bank with whom the
                        Access Person established the account;

                  (B)   the date the account was established; and

                  (C)   the date that the report is submitted by the Access
                        Person.

            Any report may contain a statement that the report shall not be
            construed as an admission by the person making such report that he
            or she has any direct or indirect beneficial ownership in the
            security to which the report relates.


<PAGE>

            EXCEPTIONS. Access Persons need not make reports under the following
            circumstances:

            (i)   an Access Person to the Adviser need not make a separate
                  report to the Adviser as provided in this Paragraph (b) to the
                  extent that the information in the report would duplicate
                  information required to be recorded by Section 204-2(a)(13) of
                  the Advisers Act; and

            (ii)  an Access Person need not make a quarterly transaction report
                  if the report would duplicate information contained in broker
                  trade confirmations or account statements received by the Fund
                  or Adviser with respect to the Access Person within the 30 day
                  reporting period described under "Quarterly Reports" above, as
                  long as all the information required to be presented in a
                  quarterly report is contained in the broker trade
                  confirmations or account statements, or in the records of the
                  Fund or Adviser.

      (c)   Provision of Brokers' Statements
            --------------------------------

            With the exception of the Independent Directors, every Access Person
            shall direct their brokers to supply to the CHIEF COMPLIANCE
            OFFICER, on a timely basis, duplicate copies of the confirmation of
            all personal securities transactions and copies of all periodic
            statements for all securities accounts.

      (d)   Notification of Reporting Obligations
            -------------------------------------

            The CHIEF COMPLIANCE OFFICER shall notify each Access Person that he
            or she is subject to these reporting requirements, and shall deliver
            a copy of this Code of Ethics to each such person upon request.

      (e)   Certification of Compliance with Code of Ethics
            -----------------------------------------------

            With the exception of the Independent Directors, every Access Person
            shall certify in an annual report that:

            (i)   they have read and understand the Code of Ethics and recognize
                  that they are subject thereto;

            (ii)  they have complied with the requirements of the Code of
                  Ethics; and

            (iii) they have reported all personal securities transactions
                  required to be reported pursuant to the requirements of the
                  Code of Ethics.


<PAGE>

      (f)   Conflict of Interest
            --------------------

            Every Access Person shall notify the CHIEF COMPLIANCE OFFICER of any
            personal conflict of interest relationship which may involve the
            Fund, such as the existence of any economic relationship between
            their transactions and securities held or to be acquired by any
            series of the Fund. Such notification shall occur in the
            pre-clearance process.

      (g)   Review of Reports
            -----------------

            The CHIEF COMPLIANCE OFFICER or her designate immediately shall
            review all personal holdings reports, submitted by each Access
            Person, including confirmations of personal securities transactions,
            to ensure no trading has taken place in violation of Rule 17j-1,
            Rule 204A-1 or the Code of Ethics. Any violations of the Code of
            Ethics shall be reported to the Fund Board in accordance with
            Section 5 of the Code. The CHIEF COMPLIANCE OFFICER shall maintain a
            list of the personnel responsible for reviewing the transactions and
            personal holdings reports.

5.    REPORTING OF VIOLATIONS
      -----------------------

      (a)   All apparent violations of this Code of Ethics shall be promptly
            reported to the CHIEF COMPLIANCE OFFICER.

      (b)   The CHIEF COMPLIANCE OFFICER shall promptly report to the Fund
            Board:

            (i)   all apparent violations of this Code of Ethics and the
                  reporting requirements thereunder; and

            (ii)  any reported transaction in a Covered Security which was
                  purchased or sold by the Fund within seven (7) days before or
                  after the date of the reported transaction.

      (c)   When the CHIEF COMPLIANCE OFFICER finds that a transaction otherwise
            reportable to the Fund Board under Paragraph (b) of this Section
            could not reasonably be found to have resulted in a fraud, deceit or
            manipulative practice in violation of Rule 17j-1(a), it may, in its
            discretion, lodge a written memorandum of such finding and the
            reasons therefor with the reports made pursuant to this Code of
            Ethics, in lieu of reporting the transaction to the Fund Board.

      (d)   The Fund Board, or a committee of directors thereof created by the
            Fund Board for that purpose, shall consider reports made to the Fund
            Board hereunder and shall determine whether or not this Code of
            Ethics has been violated and what sanctions, if any, should be
            imposed in respect of transactions related to the Fund, and the
            board of the Adviser shall take such similar action in respect of
            transactions unrelated to the Fund.


<PAGE>

6.    ANNUAL REPORTING TO THE FUND BOARD
      ----------------------------------

      (a)   The CHIEF COMPLIANCE OFFICER and Adviser shall furnish to the Fund
            Board, and the Fund Board must consider, an annual report relating
            to this Code of Ethics. Such annual report shall:

            (i)   describe any issues arising under the Code of Ethics or
                  procedures during the past year;

            (ii)  identify any material violations of this Code or procedures,
                  including sanctions imposed in response to such violations
                  during the past year;

            (iii) identify any recommended changes in the existing restrictions
                  or procedures based upon the Fund's experience under its Code
                  of Ethics, evolving industry practices or developments in
                  applicable laws or regulations; and

            (iv)  certify that the Fund, Adviser and principal underwriter have
                  adopted procedures reasonably necessary to prevent Access
                  Persons from violating the Code of Ethics.

7.    SANCTIONS
      ---------

      Upon  discovering a violation of this Code, the Fund Board or the board of
the  Adviser,  as the  case may be,  may  impose  such  sanctions  as they  deem
appropriate, including, among other things, a letter of censure or suspension or
termination of the employment of the violator.

8.    RETENTION OF RECORDS
      --------------------

      This  Code of  Ethics,  a list of all  persons  required  to make  reports
hereunder  from time to time,  a copy of each  report  made by an ACCESS  PERSON
hereunder,  a list of all persons responsible for reviewing the reports required
hereunder,  a record of any decision and the reasons  supporting the decision to
approve the  acquisition  by  INVESTMENT  PERSONNEL of  securities  in a Limited
Offering,  each memorandum made by the CHIEF COMPLIANCE  OFFICER hereunder and a
record  of any  violation  hereof  and any  action  taken  as a  result  of such
violation,  shall be maintained by the Fund as required  under Rule 17j-1 and by
the Adviser as required under Rule 204-2.

9.    ADOPTION AND APPROVAL
      ---------------------

      The Fund  Board,  including  a majority of  Independent  Directors,  shall
approve this Code of Ethics and any material changes to the Code.

      Before  approving  this Code or any amendment to this Code, the Fund Board
shall have  received a  certification  from the Fund and the Adviser that it has
adopted procedures reasonably necessary to prevent Access Persons from violating
the Code.

Dated:  November 11, 2008
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</DOCUMENT>
