Code of Ethics

The Board has adopted a Code of Ethics (the "Code") for Trustees, executive officers and employees of Whiterock and its subsidiaries and affiliates. The Chief Executive Officer ("CEO") has responsibility for monitoring compliance with the Code by ensuring all Trustees, executive officers and employees receive and become thoroughly familiar with the Code and acknowledge their support and understanding of the Code. Any non-compliance with the Code is to be reported to the CEO. The Trustees monitor compliance of the code by obtaining reports from the CEO as to any matters reported under the Code. A copy of the Code is available on SEDAR at www.sedar.com.

The Board takes steps to ensure that Trustees, executive officers and employees exercise independent judgment in considering transactions and agreements in respect of which a Trustee, officer or employee of Whiterock REIT has a material interest. That includes ensuring that Trustees, executive officers and employees are thoroughly familiar with the Code and, in particular, the rules concerning reporting conflicts of interest and obtaining direction from their supervisor or the CEO regarding any potential conflicts of interest.

The Board encourages and promotes an overall culture of ethical business conduct by promoting compliance with applicable laws, rules and regulations; providing guidance to Trustees, executive officers and employees to help them recognize and deal with ethical issues; promoting a culture of open communication, honesty and accountability; and ensuring awareness of disciplinary action for violations of ethical business conduct.