**Exhibit 14.01**

 

**Code of Ethics**

 

**Directors, Executive Officers, and Senior Financial Officers**

 

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**INTRODUCTION**

 

ThisCode of Ethics (“the Code”) embodies the commitment of Whitney InformationNetwork, Inc., its affiliates and subsidiaries (collectively, “WIN”) toconduct its business with the highest ethical standards and in accordance withall applicable laws, rules and regulations of the countries in which WINengages in business. This Code of Ethics is applicable to all Board ofDirectors (“Directors”) and WIN’s Chief Executive Officer, Co-President andChief Operating Officer, Co-President and Chief Financial Officer, ExecutiveVice President of Operations, General Counsel, and other executive officers(collectively “Executive Officers”), and Vice President of Finance, Controller,and other financial officers (collectively “Senior Financial Officers”). Allmembers, Directors, Executive Officers, and Senior Financial Officers areexpected to adhere to the principles and procedures set forth in this Code. Directors,Executive Officers, and Senior Financial Officers that are also WIN employeesare also required to abide by WIN’s Employee Code of Conduct, which is not partof this Code.

 

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**PRINCIPLE1 - CONDUCT**

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**Standard1.1 - Laws and Regulations**

 

Itis WIN’s policy to comply with all applicable laws, rules and regulationsin the countries in which WIN engages in business. It is the personalresponsibility of each Director, Executive Officer, and Senior FinancialOfficer to adhere to the standards and restrictions imposed by those laws,rules, and regulations. In some instances there may be a conflict between theapplicable laws of two or more countries; if and when such a conflict isencountered, it is important to consult with the WIN’s General Counsel to determinehow to resolve the conflict.

 

**Standard1.2 - Honesty**

 

EachDirector, Executive Officer, and Senior Financial Officer owes a duty to WIN toact with integrity. Integrity requires, among other things, being honest.

 

**Standard1.3 - Communications**

 

Informationprovided by Directors, Executive Officers, and Senior Financial Officers to WINmust be full, fair, accurate, timely, and understandable.

 

**Standard1.4 - Conflicts of Interest**

 

A“conflict of interest” occurs when an individual’s private interest interfereswith the interests of WIN. A conflict of interest can arise when a Director,Executive Officer, or Senior Financial Officer makes actions or has intereststhat may make it difficult to perform his or her WIN work objectively andeffectively. In particular, a Director, Executive Officer, and Senior FinancialOfficer must never use or attempt to use his or her position at WIN to obtainany improper personal benefit, including loans or guarantees of obligationsfrom any person or entity, for himself or herself, for his or her familymembers, or for any other person. Situations which could result in conflicts ofinterest or the appearance of a conflict of interest should be avoided wheneverpossible.

 

Directors,Executive Officers, and Senior Financial Officers who own a 5% interest orgreater in a private or public company that has direct or indirect dealingswith WIN must disclose such information to WIN’s General Counsel.

 

Directors,Executive Officers, and Senior Financial Officers whose immediate family members(e.g., spouse, child, sibling, or in-law) own a 5% interest or greater in aprivate or public company that has direct or indirect dealings with WIN mustdisclose such information to WIN’s General Counsel.

 

AnyDirector, Executive Officer, or Senior Financial Officer who invests or owns aninterest in any company that may be a WIN competitor must disclose suchinvestment to WIN’s General Counsel.

 

AnyDirector, Executive Officer, or Senior Financial Officer who has a personalrelationship with a WIN employee must disclose such relationship to WIN’sGeneral Counsel.

 

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AnyDirector, Executive Officer, or Senior Financial Officer who is aware of atransaction or relationship that could reasonably be expected to give rise to aconflict of interest should discuss the situation with WIN’s General Counsel,and such situation must be documented.

 

**Standard1.5 - Corporate Opportunities**

 

EachDirector, Executive Officer, and Senior Financial Officer owes a duty to WIN toadvance WIN’s legitimate business interests when the opportunity to do soarises. Each Director, Executive Officer, and Senior Financial Officer isprohibited from taking for him or herself or directing to a third party abusiness opportunity that is discovered through the use of WIN corporateproperty, information, or position, unless WIN has already been offered anddeclines the opportunity. More generally, Directors, Executive Officers, andSenior Financial Officers are prohibited from using corporate property,information, or position for personal gain to the exclusion of WIN and fromcompeting with WIN.

 

**Standard1.6 - Confidentiality**

 

Incarrying out WIN’s Business, Directors, Executive Officers, and SeniorFinancial Officers often learn confidential or proprietary information aboutWIN, its customers, suppliers, or other third parties. Directors, ExecutiveOfficers, and Senior Financial Officers must maintain the confidentiality ofall information so entrusted to them, except when disclosure is authorized byWIN or legally required. Confidential or proprietary information of WIN orother companies includes any non-public information that would be harmful tothe relevant company or helpful to competitors if disclosed.

 

**Standard1.7 - Influencing Auditors**

 

NoDirector, Executive Officer, or Senior Financial Officer shall take any actionto unduly influence, coerce, manipulate, or mislead WIN’s independent auditors.

 

**Standard1.8 - Fair Dealing**

 

WINdoes not seek competitive advantages through illegal or unethical businesspractices. Each Director, Executive Officer, and Senior Financial Officershould endeavor to deal fairly with WIN’s customers, service providers,suppliers, competitors, and employees. No Director, Executive Officer, or SeniorFinancial Officer should take unfair advantage of anyone through manipulation,concealment, abuse of privileged information, misrepresentation of materialfacts, or any unfair dealing practice.

 

**Standard1.9 - Protection and Proper Use of Company Assets**

 

AllDirectors, Executive Officers, and Senior Financial Officers should protect WIN’sassets and help ensure their efficient use. All WIN assets should be used forlegitimate business purposes only.

 

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**Standard1.10 - Insider Trading**

 

Itis both illegal and against WIN policy for any Director, Executive Officer, orSenior Financial Officer who is aware of material non-public informationrelating to WIN or any of WIN’s customers to buy, sell, or otherwise speculatein any securities of those issuers (including derivatives related to suchsecurities), or recommend that another person buy, sell, hold, or otherwisespeculate in the securities of those issuers.

 

**Standard1.11 - Quarterly Blackout Period**

 

Itis against WIN policy, as established by the Board of Directors, for anyDirector, Executive Officer, and Senior Financial Officer to purchase, sell, orotherwise acquire or transfer any equity security of WIN during a quarterly blackoutperiod.  A quarterly blackout periodbegins ten days prior to and ends three days after the quarterly announcementof WIN’s earnings.

 

**Standard1.12 - Temporary Blackout Periods**

 

WINmay also institute temporary blackout periods in the event of a materialcorporate development.  Notice of suchdevelopment will be distributed by means of a written or electroniccommunication specifying the duration of the blackout period.

 

**PRINCIPLE2 - CONDUCT OF SENIOR FINANCIAL OFFICERS**

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**Standard2.1 - Senior Financial Officers Conduct**

 

Inthis Code, “Senior Financial Officer” means the Chief Executive Officer, ChiefOperating Officer, Chief Financial Officer, and the Vice President of Financeand Controller of WIN and the Chief Financial Officer and Controller of eachsignificant WIN Company or subsidiary.

 

**Standard2.2 - Disclosure Controls Compliance**

 

SeniorFinancial Officers shall be familiar and comply with WIN’s disclosure controlsand procedures and internal controls over financial reporting to the extentrelevant to his or her area of responsibility, so that WIN’s reports, otherdocuments filed, or submitted or furnished to the Securities and ExchangeCommission (“SEC”) comply in all material respects with applicable federalsecurities laws and SEC rules and regulations.

 

**Standard2.3 - Full, Fair, Accurate, and Timely Disclosures**

 

SeniorFinancial Officers shall provide full, fair, accurate, timely, andunderstandable disclosures in reports and documents that are filed with orsubmitted to the SEC and other governmental agencies and in any press releaseor other public communications.

 

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**Standard2.4 - Disclosures free of Misrepresentations**

 

SeniorFinancial Officers shall provide full, fair, accurate, timely, andunderstandable information, without misrepresenting or causing others tomisrepresent, material facts about WIN to the SEC, WIN’s independent auditors,WIN employees or independent contractors.

 

**Standard2.5 - Compliance with Laws & Regulatory Agencies**

 

SeniorFinancial Officers shall comply with laws, rules and regulations ofnational, state, provincial, and local governments and other appropriateregulatory agencies and self-regulatory bodies.

 

**PRINCIPLE3 - CODE COMPLIANCE AND ENFORCEMENT**

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**Standard3.1 - Reporting**

 

Directors,Executive Officers, and Senior Financial Officers should strive to identify andraise potential issues before they become problems and should ask about theapplication of this Code whenever in doubt. Any Director, Executive Officer, orSenior Financial Officer who becomes aware of any existing or potentialviolation of this Code shall promptly notify WIN’s General Counsel. WIN willtake such disciplinary or preventive action as it deems appropriate to addressany existing or potential violation of this Code brought to its attention,including notifying the appropriate enforcement authorities in the event ofcriminal or other violations of law. If any provision of this Code is notpermitted by the local laws of a country in which WIN engages in business, thenWIN’s General Counsel should be consulted. WIN will not tolerate retaliationfor reports of violations of this Code made in good faith.

 

Anyquestions relating to how these policies should be interpreted or appliedshould be addressed to WIN’s General Counsel.

 

**WAIVERS**

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**Amendmentsand Waivers of this Code**

 

Undercertain limited circumstances, WIN may amend or waive certain provisions ofthis Code. Any Director, Executive Officer, or Senior Financial Officer whobelieves that a waiver may be appropriate should discuss the matter with WIN’sGeneral Counsel. Waivers may be made only by the Corporate Governance andNominating Committee of WIN’s Board of Directors or WIN’s Board of Directors.Any waiver or amendment to this Code will be promptly disclosed to shareholdersand may require disclosure in a public filing with the SEC on a form 8-Kpursuant to federal securities rules and regulations.

 

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