Code of Ethics

A. Code of Conduct

ClearRock Capital has established this Code of Ethics (the "Code") pursuant to Rule 204A-1 of the Investment Advisers Act of 1940, as amended (the "Advisers Act". As an investment adviser, ClearRock Capital has an undivided duty of loyalty to act solely in the best interest of its clients, an obligation which includes the responsibility to make full and fair disclosure of all material facts, especially where ClearRock Capital's interests may conflict with those of its clients. In carrying on its daily affairs, ClearRock Capital and all ClearRock Capital Associated Persons (also known as "Supervised Persons"), shall act in a fair, lawful and ethical manner, in accordance with the rules and regulations imposed by ClearRock Capital's governing regulatory authority (e.g., United States Securities and Exchange Commission, state bureau of securities, etc.).

All ClearRock Capital personnel should review this Code, as well as ClearRock Capital's internal policies and procedures, in an effort to be aware of their responsibilities pertaining to client service. To the extent that any term within ClearRock Capital's Compliance Manual, or any other ClearRock Capital policy, is inconsistent with any term contained within this Code, the Code shall control. Any violation of this Code or any other ClearRock Capital policy and/or procedure shall be subject to ClearRock Capital's disciplinary procedures, which may include termination of employment.

B. Scope of the Code

The terms of this Code apply to all ClearRock Capital's supervised persons and sets forth the standard of conduct by which each individual should carry out his/her respective obligations. Specifically, this document presents ClearRock Capital's fundamental standard of conduct and shall address issues pertaining to:

Privacy of Client Non-Public Person Information

C. Standards of Business Conduct

All ClearRock Capital personnel shall act in accordance with the requirements of the Advisers Act, which sets forth numerous policies and procedures pertaining to ClearRock Capital's advisory business. ClearRock Capital, as a fiduciary, has and obligation to act consistent with the Advisers Act, but to also place the clients' interests above those of the advisory firm. To that end, all supervised persons should avoid conflicts of interest that could compromise the advisory firm's ability to act in the clients' best interests. For example, ClearRock Capital has determined that supervised persons should not accept inappropriate cash or gifts from any client, service provider or other third party. Such an activity by an Associated Person, in addition to any proposed outside business activity (see section XXIV), are subject to pre-approval by the Chief Compliance Officer.

In a similar vein, and as discussed at Section VI, it shall be against ClearRock Capital policy for any ClearRock Capital representative to use the mails or any means or instrumentality of interstate commerce:

to employ any device, scheme, or artifice to defraud a client or prospective client; to engage in any transaction, practice, or course of business which defrauds or deceives a client or prospective client to knowingly sell any security to or purchase any security from a client when acting as principal for his or her own account, or to knowingly effect a purchase of sale of a security for a clients account when also acting as broker for the person on the other side of the transaction, without disclosing to the client in writing before the completion of the transaction the capacity in which the adviser is acting and obtaining the client's consent to the transaction; and to engage in fraudulent, deceptive or manipulative practices.
ClearRock Capital is aware of concerns surrounding nonpublic information, specifically in the areas of client service and securities trading. ClearRock Capital's standard of business conduct relative to client nonpublic personal information is consistent with the terms of Regulation S-P, in that it has established a Privacy Program that includes the delivery to all prospective and current clients a Privacy Notice detailing the framework within which the client information is secured, as well as an internal Privacy Policy to be reviewed and executed by all ClearRock Capital Associated Persons. The Privacy Policy and Notice create appropriate standards for the security of client personal information, and detail the framework within which client information is secured (see Section IX for addition information on ClearRock Capital's privacy initiatives).

As it relates to nonpublic information in the securities trading are, ClearRock Capital's standard of business conduct focuses upon non-disclosure. No person associated with ClearRock Capital shall disclose "material nonpublic" (see definition below) information about a company or about the market for that company's securities: (a) to any person except to the extent necessary to carry out ClearRock Capital's legitimate business obligations, or (b) in circumstances in which the information is likely to be used for unlawful trading. No ClearRock Capital employee who is in possession of material nonpublic information about a company, or about the market for that company's securities, is permitted to purchase or sell those securities until the information becomes public and sufficient time has passed such that the market would have already reacted.

Finally, it is, and always has been, the policy of ClearRock Capital that it and each such supervised person comply with the aforementioned standards and to recognize that ClearRock Capital has a fiduciary obligation towards its clients. Supervised persons should be fully aware of the high value ClearRock Capital has placed and continues to place on adherence by all supervised persons to ethical conduct at all times, and all supervised persons are urged to comply not only with the letter of their respective fiduciary duties, but also to the ideals of ClearRock Capital. In addition, all supervised persons are required to comply with those federal securities laws which apply to the business of ClearRock Capital, and your execution of the Annual Acknowledgement of the Policies and Procedures, if you are a supervised person, constitutes your agreement that you have complied, and will continue to comply, with such applicable laws. For purpose of this paragraph, "federal securities laws" means the Securities Act of 1033 (15 U.S.C.77a-aa), the Securities Exchange Act of 1934 (15 U.S.C. 78a --mm), the Sarbanes-Oxley Act of 2002 (Pub. L. 107-204, 116 Stat. 745 (2002)), the Investment Company Act of 1940 (15 U.S.C. 80a), the Investment Advisers Act of 1940 (15 U.S.C. 80b), Title B of the Gramm-Leach-Bliley Act (Pub. L. No. 106-102, 113 Stat. 1338 (1999)), any rules adopted by the Commission under any of these statutes, the Bank Secrecy Act (31 U.S.C. 5311 -- 5314;5316 -- 5332) as it applies to funds and investment advisers, and any rules adopted thereunder by the SEC or the Department of the Treasury.