**Exhibit 14****DiamondManagement & Technology Consultants, Inc.****Code of Business Conduct and Ethics****Introduction**Diamond Management & Technology Consultants, Inc. (“Diamond” or the “Company”) is dedicated to thehighest ethical standards and is committed to diligently following both the letter and spirit ofthe laws and regulations applicable to the conduct of its business. This Code of Business Conductand Ethics (“Code”) covers a wide range of business practices and procedures. It does not coverevery issue that may arise, but it sets out basic principles to guide all employees of Diamond andits subsidiaries and affiliates. All of our employees must conduct themselves accordingly and seekto avoid even the appearance of improper behavior. The Code should also be provided to andfollowed by the Company’s agents and representatives, including directors and outside consultants.As used in this Code, “Covered Person” shall mean any employee, officer, agent, representative,outside consultant or director of the Company. All references to employees in this Code shall belimited to employees, partners and officers of Diamond.If a law conflicts with a policy in this Code, you must comply with the law; however, if a localcustom or policy conflicts with this Code, you must comply with the Code. If you have anyquestions about these conflicts, you should contact the Company’s General Counsel or its ChiefPeople Officer. Those who violate the standards in this Code will be subject to disciplinary actionwhich may include dismissal from the Company. *If you are in a situation which you believe mayviolate or lead to a violation of this Code, follow the guidelines described in Section 15 of thisCode*.**1.****Compliance with Laws, Rules and Regulations**Obeying the law, both in letter and in spirit, is the foundation on which Diamond’s ethicalstandards are built. All Covered Persons must respect and obey the laws of the United States andall states, cities and countries in which we operate. Although not all Covered Persons areexpected to know the details of these laws, it is important to know enough to determine when toseek advice from supervisors, managers or other appropriate personnel.**2.****Conflicts of Interest**Covered Persons must avoid conflicts of interest, both real and perceived. Covered Persons mustrecognize that even the appearance of impropriety can be very damaging to the Company’s reputationand, therefore, must abide by the Company’s Conflict of Interest policy.A “conflict of interest” exists when a Covered Person’s private interest interferes in any way withthe interests of the Company. A conflict situation can arise when a Covered Person takes actionsor has interests that may make it difficult to perform his or her Company work objectively andeffectively. Conflicts of interest also may arise when a Covered Person, or members of his or herfamily, receives improper personal benefits as a result of his or her position with the Company.Loans to, or guarantees of obligations of, Covered Persons and their family members may createconflicts of interest.It is almost always a conflict of interest for a Diamond employee to work (other than in his or hercapacity as a Diamond employee) simultaneously for a competitor, client, vendor or supplier.Covered Persons are not allowed to work for a competitor as a consultant or board member or in anyother capacity. Covered Persons and their immediate families also must not engage in any activityor become involved in any business relationship, or directly or indirectly acquire an investmentinterest,
 

 
that actually conflicts or appears to conflict with the interests of the Company or its clients.The best policy is to avoid any direct or indirect outside business connection with our clients,except on Diamond’s behalf in the normal course of business.Under certain circumstances, the acceptance of gifts or personal benefits may result in a conflictof interest. Covered Persons should review and become familiar with the Company’s gifts policy inSection 5 below.Conflicts of interest may not always be clear-cut, so if you have a question, you should consultwith the Company’s General Counsel or its Chief People Officer. Any Covered Person who becomesaware of a conflict or potential conflict should bring it to the attention of a supervisor orpartner or consult the procedures described in Section 15 of this Code.**3.****Insider Trading**In the course of business activities, a Covered Person may become aware of nonpublic informationregarding the business or operation of the Company or its clients. All non-public informationabout Diamond or its clients should be considered confidential information. Covered Persons whohave access to confidential information are not permitted to use or share that information forstock trading purposes or for any other purpose except the conduct of our business. To usenon-public information for personal financial benefit or to “tip” others who might make aninvestment decision on the basis of this information is not only unethical but also illegal. Ifyou have any questions, please consult the Company’s General Counsel.**4.****Corporate Opportunities**Covered Persons are prohibited from taking for themselves personally opportunities that arediscovered through the use of corporate property, information or position without the consent ofthe Board of Directors. No Covered Person may use corporate property, information or position forimproper personal gain, and no employee may compete with Diamond directly or indirectly. CoveredPersons owe a duty to the Company to advance the Company’s legitimate interests when theopportunity to do so arises.**5.****Competition and Fair Dealing; Gifts**We seek to outperform our competition fairly and honestly. We seek competitive advantages throughsuperior performance, never through unethical or illegal business practices. Stealing proprietaryinformation, possessing trade secret information that was obtained without the owner’s consent andsubsequently misused in any manner, or inducing such disclosures from past or present employees ofother companies is prohibited and may subject you to criminal charges and/or civil liabilities.Each Covered Person should endeavor to respect the rights of and deal fairly with Diamond’sclients, vendors, competitors and employees. No Covered Person should take unfair advantage ofanyone through manipulation, concealment, abuse of privileged information, misrepresentation ofmaterial facts or any other intentional unfair-dealing practice.The purpose of business entertainment and gifts in a commercial setting is to create goodwill andsound working relationships, not to gain unfair advantage with clients or others. The direct orindirect solicitation or acceptance of any gift or personal benefit, other than the PermissibleGift exceptions noted below, from a past, present or prospective client, vendor, competitor oremployee of the Company which creates or gives the appearance of a reward or obligation relating toany aspect of Company business is prohibited. No gift, entertainment, or other thing of valueshould be offered, given or provided by any Covered Person or any family member or agent of anyCovered Person to any past, present or prospective client, vendor or competitor of the Company,unless the gift, entertainment or thing of value is a Permissible Gift as defined below. Likewise,no gift, entertainment or other thing of value should ever be accepted by any Covered Person or anyfamily member or agent
 

 
of any Covered Person from any past, present or prospective client, vendor or competitor of theCompany, unless the gift, entertainment or other thing of value is a Permissible Gift as definedbelow.A Permissible Gift is defined as follows: (1) it is not a cash gift; (2) it is consistent withcustomary business practices; (3) it is not excessive in value; (4) it is not, and cannot beconstrued as a bribe or payoff; (5) it is not made to improperly influence any government officialor authority, or any Covered Person of the Company or any employee of any past, present orprospective client, vendor or competitor of the Company, in the performance of their duties andobligations to their employer; and (6) it does not violate any laws or regulations. If you are notcertain if a gift, entertainment or other thing of value is permissible, please discuss with theCompany’s Chief People Officer or its General Counsel.**6.****No Discrimination and Harassment**The diversity of Diamond’s employees is a tremendous asset. We are firmly committed to providingequal opportunity in all aspects of employment and will not tolerate any illegal discrimination orharassment of any kind. Each employee must respect the rights of his or her fellow employees tofair treatment and equal opportunity, free from prohibited discrimination or unlawful harassment.Participation in an exclusionary event while on Company business, such as attendingadult-entertainment establishments, is prohibited. Other examples of prohibited conduct include,but are not limited to, derogatory comments based on one’s religion, gender, sexual orientation,racial or ethnic characteristics. Sexual harassment in particular may include unwelcome sexualadvances, request for sexual favors, and other verbal, or physical conduct of a sexual nature;unwelcome sexual flirtations, advances or propositions; verbal abuse of a sexual nature; subtlepressures for sexual activities; unnecessary touching of an individual; graphic or verbalcommentaries about an individual’s body or sexual orientation; sexually degrading words to describean individual; a display in the workplace of sexually suggestive objects or pictures; sexuallyexplicit or offensive jokes; or physical assault.**7.****Health and Safety**Diamond strives to provide each employee with a drug free, safe and healthful work environment.Each employee has responsibility for maintaining a safe and healthy workplace for all employees byfollowing safety and health rules and practices and reporting accidents, injuries and unsafeequipment, practices or conditions.Diamond will not tolerate violence of any kind in the workplace. Violence and threatening behaviorare not permitted. Employees should report to work prepared and able to perform their duties, freefrom the influence of illegal drugs or alcohol. The use of illegal drugs in the workplace will notbe tolerated. For additional information, please see Diamond’s Drug-Free workplace policy.**8.****Record-Keeping**Diamond requires honest and accurate recording and reporting of information in order to makeresponsible business decisions. Our employees use the Company’s time and expense reporting systemto record their business time and reimbursable business expenses. These must be documented andrecorded accurately. Misrepresenting facts or falsifying records is strictly prohibited. If youare not sure whether a certain expense is proper and reimbursable, ask your supervisor or partner.Rules and guidelines are available from the Accounting Department.All of Diamond’s books, records, accounts and financial statements must be maintained in reasonabledetail, must appropriately reflect the Company’s transactions and must conform both to applicablelegal requirements and to the Company’s system of internal controls. It is against Company policyto have unrecorded or “off the books” funds or assets. Business records and communications oftenbecome public, and employees should avoid exaggeration, derogatory remarks, guesswork, orinappropriate characterizations of people and companies that may be misunderstood. This applies
 

 
equally to e-mail, internal memos and formal reports. Records should always be retained ordestroyed according to the Company’s record retention policies. In accordance with those policies,in the event you become aware of litigation or governmental investigation or believe the same isreasonably likely to occur, please consult the Company’s General Counsel.**9.****Confidential Information**All Covered Persons are required to maintain the strict confidentiality of all confidential,proprietary or trade secret information entrusted to them by Diamond or its clients, except whendisclosure is authorized by the General Counsel or required by law or regulation. Confidentialinformation includes all non-public information, whether written, electronic or verbal, that mightbe of use to competitors, or harmful to the Company or its clients, if disclosed. It also includesinformation that vendors and clients have entrusted to us. The obligation to preserve confidentialinformation continues even after a project or your relationship with Diamond ends. You also shouldreference your Employment Agreement or other applicable agreement for your further obligationsregarding confidentiality.**10.****Protection and Proper Use of Company Assets**Proper use of Company property (including, but not limited to, electronic communication systems,information resources, material, facilities and equipment) is everyone’s responsibility. AllCovered Persons should endeavor to protect Diamond’s assets and ensure their efficient use,guarding against waste and abuse. Theft, carelessness and waste have a direct impact on theCompany’s profitability. Any suspected incident of fraud or theft should be immediately reportedto the Company’s General Counsel for investigation. Diamond equipment and resources should not beused for non-company business other than incidental personal use that does not interfere withDiamond’s business activity or productivity and does not consume more than a de minimis amount ofresources. All employees are responsible for complying with the requirements of software copyrightlicenses related to software packages used in fulfilling job requirements.The obligation of Covered Persons to protect the Company’s assets includes its proprietaryinformation. Proprietary information includes intellectual property such as trade secrets,patents, trademarks and copyrights, as well as business, marketing and service plans, engineeringand all proprietary ideas, methods, designs, databases, records, salary information and anyunpublished financial data and reports. Unauthorized use or distribution of this information wouldviolate Diamond policy. It also may be illegal and may result in civil or even criminal penalties.You should keep proprietary documents protected and secure. Please reference your EmploymentAgreement or other applicable agreement for your further obligations regarding protection andproper use of all Company assets.**11.****Payments to Government Personnel**The Company is committed to conducting its activities free from unfair influence of bribery and tofostering anti-corruption awareness among its employees and business relations throughout theworld. The Foreign Corrupt Practices Act is a United States law that prohibits giving anything ofvalue, directly or indirectly, to officials of foreign governments or foreign political candidatesin order to obtain or retain business. It is strictly prohibited to make illegal payments togovernment officials of any country.In addition, the U.S. government has a number of laws and regulations regarding business gratuitiesprovided or made to U.S. government personnel. The promise, offer or delivery to an official oremployee of the U.S. government of a gift, favor or other gratuity in violation of these laws andregulations would not only violate Diamond policy but also could be a criminal offense. State andlocal governments, as well as foreign governments, may have similar rules. No Covered Personacting on behalf of the Company may provide to any federal, state or local government employee,elected or appointed official, or accept from any federal, state or local government employee,elected or appointed official, any gift or other thing of value, unless prior approval is obtainedfrom the
 

 
Company’s General Counsel. The Company’s General Counsel can provide guidance to you in this area.**12.****Waivers of the Code of Business Conduct and Ethics**Any waiver of this Code for executive officers or directors may be made only by the Board ofDirectors or a Board committee and will be promptly disclosed as required by law or stock exchangeregulation.**13.****Reporting any Illegal or Unethical Behavior**Covered Persons are encouraged to talk to supervisors, partners or the Company’s General Counsel orits Chief People Officer about observed illegal or unethical behavior or when in doubt about thebest course of action in a particular situation. It is the policy of the Company not to allowretaliation for reports of misconduct by others made in good faith. Covered Persons are expectedto cooperate in internal investigations of misconduct. In addition, if you are personally convictedof violating any criminal statute in any jurisdiction (other than minor traffic violations), youmust notify the Company’s General Counsel or its Chief People Officer no later than two businessdays after your conviction. You may be subject to disciplinary action including termination,depending on your conviction (or for failure to report such conviction).**14.****Reporting Threatened or Pending Litigation, Claims or Disputes**When a Covered Person becomes aware of any threatened or pending litigation, claim or disputeinvolving Diamond or any of its subsidiaries, the Covered Person should contact the Company’sGeneral Counsel. Examples of reportable litigation, claims or disputes include, but are notlimited to, the following: (1) a threatened or pending lawsuit to which Diamond or one of itssubsidiaries is a named party; (2) a client complaint or dispute involving potential liability toDiamond or one of its subsidiaries which is determined by a supervisor or partner to be material;or (3) a dispute, complaint or threatened litigation by a party in which Diamond or any of itssubsidiaries would be an adverse party. When reporting the claim or dispute, you should report allknown information to allow for a thorough assessment and proper reporting of the claim or disputeto corporate management.**15.****Compliance Procedures**We all must work to ensure prompt and consistent action against violations of this Code. However,in some situations it is difficult to know right from wrong. Since we cannot anticipate everysituation that will arise, it is important that we have a way to approach a new question orproblem. These are the steps to keep in mind: **•** Make sure you have all the facts. In order to reach the right solutions, wemust be as fully informed as possible.  **•** Ask yourself: What specifically am I being asked to do? Does it seem unethical orimproper? This will enable you to focus on the specific question you are faced with,and the alternatives you have. Use your judgment and common sense; if something seemsunethical or improper, it probably is.  **•** Clarify your responsibility and role. In most situations, there is sharedresponsibility. Are your colleagues informed? It may help to get others involved anddiscuss the problem.  **•** Discuss the problem with your supervisor or partner. This is the basicguidance for all situations. In many cases, your supervisor or partner will be moreknowledgeable about the question and will appreciate being brought into thedecision-making process. Remember that it is your supervisor’s or partner’sresponsibility to help solve problems.
 

 
 **•** Seek help from Company resources. In the rare case where it may not beappropriate to discuss an issue with your supervisor or partner, or where you do not feelcomfortable approaching your supervisor or partner with your question, discuss it with theCompany’s Chief People Officer or its General Counsel.  **•** You may report ethical violations in confidence and without fear ofretaliation. If your situation requires that your identity be kept secret, youranonymity will be protected. Diamond does not permit retaliation of any kind for goodfaith reports of ethical violations. In addition, Diamond maintains a WhistleblowerHotline (detailed on the Company’s intranet), which provides for anonymous reporting ofbehaviors that contravene the Company’s Code of Conduct, its other policies or applicablelaws and regulations.  **•** Always ask first, act later: If you are unsure of what to do in any situation,seek guidance before you act.
 

 
**DIAMOND MANAGEMENT & TECHNOLOGY CONSULTANTS, INC.**