**Exhibit
      14.1**




**MOUNT
      LUCAS MANAGEMENT CORPORATION CODE OF ETHICS**




**Purpose**




To
      establish standards that promote:




·
            Honest
                and ethical conduct, including the ethical handling of actual or
                apparent
                conflicts of interest between personal and professional
                relationships;




·
            Full,
                fair, accurate, timely, and understandable disclosure in the filings
                with
                or submissions to the Securities and Exchange Commission (the “SEC”) on
                behalf of the MLM IndexTMFund (the “Pool”), an investment pool operated by Mount Lucas Management
                Corporation (the “Company”) that is subject to the reporting requirement
                of the Securities Exchange Act of 1934, and in other public communications
                made by the Company concerning the
                Pool;




·
            Compliance
                with all applicable governmental laws, rules, and
                regulations;




·
            Prompt
                internal reporting of violations of the Company’s Code of Ethics (this
                “Code”); and




·
            Accountability
                for adherence to this Code.




**Applicability**




This
      Code
      applies to the Company's principal executive officer, principal financial
      officer, principal accounting officer and persons performing similar functions
      (collectively, the “Covered Officers”). The Company expects the Covered Officers
      to know and follow the policies outlined in the Compliance Manual of the Company
      and this Code. Any Covered Officer who violates the letter or spirit of these
      policies is subject to disciplinary action, up to and including
      termination.




**General
      Responsibilities**




The
      Company expects the Covered Officers to know and follow the policies outlined
      in
      the Compliance Manual of the Company and this Code. Any Covered Officer who
      violates the letter or spirit of these policies is subject to disciplinary
      action, up to and including termination.




**Honest
      and Ethical Conduct**




Every
      Covered Officer has the responsibility to be honest and ethical. All of a
      Covered Officer’s responsibilities should be performed with the highest sense of
      integrity. Integrity accommodates the inadvertent error and the honest
      difference of opinion, but it cannot accommodate deceit or subordination of
      principle.




Honesty
      and integrity require that each Covered Officer ethically handle actual or
      apparent conflicts of interest between personal and professional relationships.
      A conflict of interest is any situation in which a Covered Officer’s personal
      interest is inconsistent with, or contrary to, the legitimate interests of
      the
      Company, or an investment pool operated by the Company. A conflict of interest
      situation can arise when a Covered Officer takes action or has interests
      (financial or other) that may make it difficult to fulfill duties owed to the
      Company or any investment pool operated by the Company. Conflicts of interest
      also may arise when a Covered Officer or a member of a Covered Officer’s family
      receives improper personal benefits as a result of the Covered Officer’s
      affiliation with the Company, regardless of whether such benefits are received
      from the Company or a third party. Covered Officers must avoid any situation
      in
      which their independent business judgment might appear to be
      compromised.




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**Full,
      Fair, Accurate, Timely, and Understandable Disclosure**




As
      a
      result of the Pool being a reporting company under the Securities Exchange
      Act
      of 1934, the Company is required, on behalf of the Pool, to file periodic and
      other reports with the SEC. In that regard, each Covered Officer must (1) take
      all reasonable steps to ensure that these reports and other public
      communications represent full, fair, accurate, timely and understandable
      disclosure regarding the financial and business condition of the Pool; (2)
      promptly bring to the attention of the board of directors of the Company any
      material information of which a Covered Officer may become aware that affects
      the disclosures made by the Company in the public filings made on behalf of
      the
      Pool or otherwise would assist the board of directors in fulfilling its
      responsibilities to the Pool; and (3) must promptly bring to the attention
      of
      the Compliance Officer and the board of directors of the Company any information
      he or she may have concerning (i) significant deficiencies in the design or
      operation of internal controls that could adversely affect the Company’s ability
      to record, process, summarize and report financial data, including on behalf
      of
      the Pool or (ii) any fraud, whether or not material, involving management or
      other employees who have a significant role in the Company’s financial
      reporting, including on behalf of the Pool, disclosures or internal
      controls.




**Compliance
      with All Applicable Governmental Laws, Rules, and
      Regulations**




Each
      Covered Officer must comply with all applicable governmental laws, rules, and
      regulations. This requirement applies to all federal, foreign, state and local
      laws.




**Prompt
      Internal Reporting of Violations of the Code**




If
      a
      Covered Officer is unsure whether a situation violates any applicable law,
      rule,
      regulation, or Company policy, the Covered Officer should discuss the situation
      promptly with the Compliance Officer. Failure to do so is itself a violation
      of
      the Code. The Company will not allow retaliation for reports made in good
      faith.




Violations
      of or interpretive matters related to the Code should immediately be brought
      to
      the attention of the Compliance Officer.




**Waivers
      of or Amendments to the Code**




Any
      waivers of or amendments to this Code must be granted by the Company’s board of
      directors. If a Covered Officer would like to request a waiver or amendment
      to
      this Code, he should contact the Compliance Officer.






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