**Exhibit 14**
**CODE OF BUSINESS CONDUCT AND ETHICS**
**Introduction**
          This Code of Business Conduct and Ethics covers a wide range of business practices andprocedures. It does not cover every issue that may arise, but it sets out basic principles toguide all employees of DiamondCluster International. All of our employees must conduct themselvesaccordingly and seek to avoid even the appearance of improper behavior. The Code should also beprovided to and followed by the firm’s agents and representatives, including directors and outsideconsultants. All references to employees in This Code of Business Conduct and Ethics includes allemployees, partners and officers of the firm.
          If a law conflicts with a policy in this Code, you must comply with the law; however, if alocal custom or policy conflicts with this Code, you must comply with the Code. If you have anyquestions about these conflicts, you should contact the firm’s Chief People Officer or its GeneralCounsel. Those who violate the standards in this Code will be subject to disciplinary action whichmay include dismissal from the firm. *If you are in a situation which you believe may violate orlead to a violation of this Code, follow the guidelines described in Section 15 of this Code*.
**1.**     **Compliance with Laws, Rules and Regulations**
          Obeying the law, both in letter and in spirit, is the foundation on which DiamondCluster’sethical standards are built. All employees must respect and obey the laws of the cities, statesand countries in which we operate. Although not all employees are expected to know the details ofthese laws, it is important to know enough to determine when to seek advice from supervisors,managers or other appropriate personnel.
          DiamondCluster provides all necessary information to you to promote compliance with laws,rules and regulations, including insider-trading laws.
**2.**     **Conflicts of Interest**
          A “conflict of interest” exists when a person’s private interest interferes in any way withthe interests of the firm. A conflict situation can arise when an employee, officer or directortakes actions or has interests that may make it difficult to perform his or her Company workobjectively and effectively. Conflicts of interest may also arise when an employee or director, ormembers of his or her family, receives improper personal benefits as a result of his or herposition in the firm. Loans to, or guarantees of obligations of, employees and their familymembers may create conflicts of interest.
          It is almost always a conflict of interest for a DiamondCluster employee to work (other thanin his or her capacity as a DiamondCluster employee) simultaneously for a competitor, client orsupplier. You are not allowed to work for a competitor as a consultant or
 

 

board member. The best policy is to avoid any direct or indirect outside business connectionwith our clients, suppliers or competitors, except on our behalf in the normal course of business.
          Conflicts of interest are prohibited as a matter of firm policy. Conflicts of interest maynot always be clear-cut, so if you have a question, you should consult with DiamondCluster’s ChiefPeople Officer or General Counsel. Any employee or director who becomes aware of a conflict orpotential conflict should bring it to the attention of a supervisor, or partner or consult theprocedures described in Section 14 of this Code.
**3.**     **Insider Trading**
          Employees, directors and outside consultants who have access to confidential information arenot permitted to use or share that information for stock trading purposes or for any other purposeexcept the conduct of our business. All non-public information about DiamondCluster or its clientsshould be considered confidential information. To use non-public information for personalfinancial benefit or to “tip” others who might make an investment decision on the basis of thisinformation is not only unethical but also illegal. If you have any questions, please consult thefirm’s General Counsel.
**4.**     **Corporate Opportunities**
          Employees, and directors are prohibited from taking for themselves personally opportunitiesthat are discovered through the use of corporate property, information or position without theconsent of the Board of Directors. No employee may use corporate property, information, orposition for improper personal gain, and no employee may compete with DiamondCluster directly orindirectly. Employees, and directors owe a duty to the firm to advance its legitimate interestswhen the opportunity to do so arises.
**5.**     **Competition and Fair Dealing; Gifts**
          We seek to outperform our competition fairly and honestly. We seek competitive advantagesthrough superior performance, never through unethical or illegal business practices. Stealingproprietary information, possessing trade secret information that was obtained without the owner’sconsent, or inducing such disclosures by past or present employees of other companies isprohibited. Each employee should endeavor to respect the rights of and deal fairly withDiamondCluster’s clients, suppliers, competitors and employees. No employee should take unfairadvantage of anyone through manipulation, concealment, abuse of privileged information,misrepresentation of material facts, or any other intentional unfair-dealing practice.
          The purpose of business entertainment and gifts in a commercial setting is to create good willand sound working relationships, not to gain unfair advantage with clients. No gift orentertainment should ever be offered, given, provided or accepted by any Company employee, familymember of an employee or agent unless it: (1) is not a cash gift, (2) is consistent with customarybusiness practices, (3) is not excessive in value, (4) cannot be construed as a bribe or payoff and(5) does not violate any laws or regulations. Please discuss with your supervisor or partner anygifts or proposed gifts which you are not certain are appropriate.
 

 

**6.**     **Discrimination and Harassment**
          The diversity of DiamondCluster’s employees is a tremendous asset. We are firmly committed toproviding equal opportunity in all aspects of employment and will not tolerate any illegaldiscrimination or harassment or any kind. Examples include derogatory comments based on racial orethnic characteristics and unwelcome sexual advances.
**7.**     **Health and Safety**
          DiamondCluster strives to provide each employee with a 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.
          Violence and threatening behavior are not permitted. Employees should report to work incondition to perform their duties, free from the influence of illegal drugs or alcohol. The use ofillegal drugs in the workplace will not be tolerated.
**8.**     **Record-Keeping**
          DiamondCluster requires honest and accurate recording and reporting of information in order tomake responsible business decisions. Our employees use the firm’s time and expense reportingsystem to record reimbursable business expenses .These must be documented and recorded accurately.If you are not sure whether a certain expense is proper and reimbursable, ask your supervisor orpartner. Rules and guidelines are available from the Accounting Department.
          All of DiamondCluster’s books, records, accounts and financial statements must be maintainedin reasonable detail, must appropriately reflect the firm’s transactions and must conform both toapplicable legal requirements and to the firm’s system of internal controls. Unrecorded or “offthe books” funds or assets should not be maintained unless permitted by applicable law orregulation.
          Business records and communications often become public, and we should avoid exaggeration,derogatory remarks, guesswork, or inappropriate characterizations of people and companies that canbe misunderstood. This applies equally to e-mail, internal memos, and formal reports. Recordsshould always be retained or destroyed according to the firm’s record retention policies. Inaccordance with those policies, in the event of litigation or governmental investigation pleaseconsult the firm’s General Counsel.
**9.**     **Confidentiality**
          Employees, directors and outside consultants must maintain the confidentiality of confidentialinformation entrusted to them by the firm or its clients, except when disclosure is authorized bythe firm’s Legal Department or required by laws or regulations. Confidential information includesall non-public information, whether written, electronic or verbal, that might be of use tocompetitors, or harmful to the firm or its clients, if disclosed. It also includes informationthat suppliers and clients have entrusted to us. The obligation to preserve
 

 

confidential information continues even after employment ends. You should reference yourEmployment Agreement for your obligations regarding Confidentiality.
**10.**     **Protection and Proper Use of Company Assets**
          All employees should endeavor to protect DiamondCluster’s assets and ensure their efficientuse. Theft, carelessness, and waste have a direct impact on the firm’s profitability. Anysuspected incident of fraud or theft should be immediately reported for investigation. Firmequipment should not be used for non-firm business.
          The obligation of employees to protect the firm’s assets includes its proprietary information.Proprietary information includes intellectual property such as trade secrets, patents, trademarks,and copyrights, as well as business, marketing and service plans, engineering and all proprietaryideas, designs, databases, records, salary information and any unpublished financial data andreports. Unauthorized use or distribution of this information would violate DiamondCluster policy.It could also be illegal and result in civil or even criminal penalties. You should reference yourEmployment Agreement for your obligations regarding protection and proper use of all firm assets.
**11.**     **Payments to Government Personnel**
          The U.S. Foreign Corrupt Practices Act prohibits giving anything of value, directly orindirectly, to officials of foreign governments or foreign political candidates in order to obtainor retain business. It is strictly prohibited to make illegal payments to government officials ofany country.
          In addition, the U.S. government has a number of laws and regulations regarding businessgratuities which may be accepted by U.S. government personnel. The promise, offer or delivery toan official or employee of the U.S. government of a gift, favor or other gratuity in violation ofthese rules would not only violate DiamondCluster policy but could also be a criminal offense.State and local governments, as well as foreign governments, may have similar rules. The firm’sGeneral 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 or aBoard committee and will be promptly disclosed as required by law or stock exchange regulation.
**13.**     **Reporting any Illegal or Unethical Behavior**
          Employees are encouraged to talk to supervisors and partners about observed illegal orunethical behavior and when in doubt about the best course of action in a particular situation. Itis the policy of the firm not to allow retaliation for reports of misconduct by others made in goodfaith by employees. Employees are expected to cooperate in internal investigations of misconduct.
 

 

**14.**     **Reporting Threatened or Pending Litigation, Claims or Disputes**
          When an employee becomes aware of any threatened or pending litigation, claim or disputeinvolving DiamondCluster or any of its subsidiaries, the employee should contact the GeneralCounsel. Examples of reportable litigation, claims or disputes include, but are not limited to,the following: (1) a threatened or pending lawsuit to which DiamondCluster or one of itssubsidiaries is a named party; (2) a client complaint or dispute involving potential liability toDiamondCluster or one of its subsidiaries which is determined by the employee’s vertical lead to bematerial; or (3) a dispute, complaint or threatened litigation by an employee in whichDiamondCluster or any of its subsidiaries would be an adverse party. When reporting the claim ordispute, the employee should report all known information to allow for a thorough assessment andproper reporting of the claim or dispute to corporate management.
**15.**     **Compliance Procedures**
          We must all 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 anticipateevery situation 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 rightsolutions, we must be as fully informed as possible. •  Ask yourself: What specifically am I being asked to do? Does itseem unethical or improper? This will enable you to focus on thespecific question you are faced with, and the alternatives youhave. Use your judgment and common sense; if something seemsunethical or improper, it probably is. •  Clarify your responsibility and role. In most situations, thereis shared responsibility. Are your colleagues informed? It mayhelp to get others involved and discuss the problem. •  Discuss the problem with your supervisor or partner. This is thebasic guidance for all situations. In many cases, your supervisoror partner will be more knowledgeable about the question, and willappreciate being brought into the decision-making process.Remember that it is your supervisor’s or partner’s responsibilityto help solve problems. •  Seek help from firm resources. In the rare case where it may notbe appropriate to discuss an issue with your supervisor orpartner, or where you do not feel comfortable approaching yoursupervisor or partner with your question, discuss it the firm’sHuman Resources team. •  You may report ethical violations in confidence and without fearof retaliation. If your situation requires that your identity bekept secret, your anonymity will be protected. DiamondClusterdoes not permit retaliation of any kind against employees for goodfaith reports of ethical violations. •  Always ask first, act later: If you are unsure of what to do inany situation, seek guidance before you act.