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  IndexTM  Fund (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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