Exhibit 14.1  CAPMARK FINANCIAL GROUP INC. 
CODE OF ETHICS FOR DIRECTORS, OFFICERS AND EMPLOYEES  I.
OVERVIEW  Capmark
Financial Group Inc.s Code of Ethics for Directors, Officers and Employees
(this Code) sets forth the guiding principles by which we operate our company
and conduct our daily business with our shareholders, customers, vendors and
with each other.  These principles apply
to all of the directors, officers and employees of Capmark Financial Group Inc.
and all of its consolidated subsidiaries (referred to in this Code as the Company).  All directors, officers and employees of the
Company are expected to be familiar with this Code and to adhere to those
principles and procedures set forth in this Code that apply to them.  The purpose of
this Code is to:  ·promote
honest and ethical conduct, including fair dealing and the ethical handling of
conflicts of interest;  ·promote
full, fair, accurate, timely and understandable disclosure;  ·promote
compliance with applicable laws and governmental rules and regulations;  ·ensure
the protection of the Companys legitimate business interests, including
corporate opportunities, assets and confidential information; and  ·deter
wrongdoing.  Capmark
Financial Group Inc.s Chief Executive Officer, Chief Financial Officer and (if
different) principal accounting officer or controller or persons performing
similar functions are covered by a separate Code of Ethics for CEO and Senior
Financial Officers.  In addition, because
the Company is a large and diverse financial services organization with a
variety of businesses, customers and products, separate and more specific rules may
apply to employees of particular parts of the Companys business.  II.
PRINCIPLES  Complying
with Laws, Regulations, Policies and Procedures  All directors,
officers and employees of the Company are expected to carry out their
responsibilities in compliance with all applicable laws, rules and
regulations and in accordance with the highest standards of business
ethics.  All directors, officers and employees
of the Company are expected to understand, respect and comply with all of the
laws, regulations,


policies and
procedures that apply to them in their position with the Company.  Employees are responsible for talking to
their manager or compliance officer to determine which laws, regulations and
the Company policies apply to their position and what training is necessary to
understand and comply with them.  Advice
in this regard should be sought from the Law Department and other sources
whenever appropriate.  Directors,
officers and employees are directed to specific policies and procedures
available through the Law Department, on the Company intranet and through
individual business units.  Insider
Trading  It is against
Company policy and in many circumstances illegal for a director, officer or
employee to profit from undisclosed information relating to the Company or any
other company when that information is obtained in the course of employment
with, or other services performed on behalf of, the Company.  No director, officer or employee may purchase
or sell any of the Companys securities while in possession of material
nonpublic information relating to the Company. 
Also, no director, officer or employee may purchase or sell securities
of any other company while in possession of any material nonpublic information
relating to that company obtained in the course of employment with, or other
services performed on behalf of, the Company. 
Employees who have access to confidential information are not permitted
to use or share that information for any purpose except the conduct of our
business.  All non-public information
about the Company should be considered confidential information.  To use non-public information for personal
financial benefit or to tip others who might make an investment decision on
the basis of this information is not only unethical but also illegal.  In order to assist with compliance with laws
against insider trading, the Company has adopted a specific policy governing
employees trading in securities of the Company.  This policy has been distributed to every
employee.  If you have any questions,
please consult the Companys Law Department.  Any director,
officer or employee who is uncertain about the legal rules involving a purchase
or sale of securities of the Company or of any other company that he or she is
familiar with by virtue of his or her work for the Company should consult with
the Companys Law Department before making any such purchase or sale.  Conflicts
of Interest  All directors,
officers and employees of the Company should be scrupulous in avoiding any
action or interest that conflicts or gives the appearance of a conflict with
the Companys interests.  A conflict of
interest exists whenever an individuals private interests interfere or
conflict in any way (or even appear to interfere or conflict) with the
interests of the Company.  A conflict
situation can arise when an employee, officer or director takes actions or has
interests that may make it difficult to perform his or her work for the Company
objectively and effectively.  Conflicts
of interest may also arise when a director, officer or employee or a member of
his or her family receives improper personal benefits as a result of his or her
position with the Company, whether from a third party or from the Company.  Loans to, or guarantees of obligations of,
employees and their family members may create conflicts of interest.  2


Conflicts of
interest are prohibited as a matter of Company policy.  Conflicts of interest may not always be
clear-cut, so if a question arises, an officer or employee should consult with
higher levels of management or members of the Law Department.  Any employee, officer or director who becomes
aware of a conflict or potential conflict should bring it to the attention of a
supervisor, manager or other appropriate personnel.  Corporate
Opportunity  Directors, officers and employees owe a duty
to the Company to advance the Companys business interests when the opportunity
to do so arises.  Directors, officers and
employees are prohibited from taking (or directing to a third party) a business
opportunity that is discovered through the use of corporate property,
information or position, unless the Company has already been offered the
opportunity and turned it down.  More
generally, directors, officers and employees are prohibited from using
corporate property, information or position for personal gain and from
competing with the Company.  Sometimes the
line between personal and Company benefits is difficult to draw, and sometimes
there are both personal and Company benefits in certain activities.  Directors, officers and employees who intend
to make use of Company property or services in a manner not solely for the
benefit of the Company should consult beforehand with the Companys Law
Department.  Nothing in
this Code shall diminish the right of any Identified Person (as defined in the
Companys Articles of Incorporation) to engage in any activity or line of
business or to compete with the Company or shall otherwise obligate any
Identified Person to refrain from any activity or line of business or from
competing with the Company to the extent such activity, line or business or
competition is permitted by the Companys Articles of Incorporation.  Confidentiality  In carrying
out the Companys business, directors, officers and employees often learn
confidential or proprietary information about the Company, its customers,
clients, suppliers or joint venture parties. 
Directors, officers and employees must maintain the confidentiality of
all information so entrusted to them, except when disclosure is specifically
authorized by the Law Department or required by laws, regulations or legal
proceedings.  Confidential or proprietary
information of the Company, and of other companies, includes any non-public
information that would be harmful to the relevant company or useful or helpful
to competitors if disclosed.  Fair
Dealing  We seek to
outperform our competition fairly and honestly. 
We seek competitive advantages through superior performance, never
through unethical or illegal business practices.  Stealing proprietary information, possessing
or utilizing trade secret information that was obtained without the owners
consent or inducing such disclosures by past or present employees of other
companies is prohibited.  Each director,
officer and employee is expected to deal fairly with the Companys customers,
suppliers, competitors, officers and employees.  No one should take unfair advantage  3


of anyone
through manipulation, concealment, abuse of privileged information,
misrepresentation of material facts or any other unfair dealing.  Protection
and Proper Use of the Company Assets  All directors,
officers and employees should protect the Companys assets and ensure their
efficient use.  All the Company assets
should be used for legitimate business purposes.  Disclosure  Each director,
officer or employee involved in the Companys disclosure process, including
without limitation Capmark Financial Group Inc.s Chief Executive Officer, the
Chief Financial Officer and (if different) principal accounting officer or
controller or persons performing similar functions (the Senior Financial
Officers), is required to be familiar with and comply with the Companys
disclosure controls and procedures and internal control over financial
reporting, to the extent relevant to his or her area of responsibility.  In addition, each Senior Financial Officer
having direct or supervisory authority regarding public reports and documents
filed by the Company with the Securities and Exchange Commission (SEC), to
the extent the Company is then required to file any public report or document
with the SEC pursuant to applicable law, rule or regulation, or the
Companys other public communications concerning its general business, results,
financial condition and prospects shall:  (i) ensure that all public
reports and documents filed by the Company with the SEC comply in all material
respects with applicable laws, rules or regulations and rules or
regulations of the national securities exchange or association on which the
Companys securities are then listed, and  (ii) to the extent appropriate
within his or her area of responsibility, consult with other Company officers
and employees and take other appropriate steps regarding these disclosures with
the goal of making full, fair, accurate, timely and understandable disclosure.  Each director,
officer or employee who is involved with the Companys disclosure process,
including without limitation the Senior Financial Officers, must:  ·Familiarize
himself or herself with the disclosure requirements applicable to the Company
as well as the business and financial operations of the Company.  ·Not
knowingly misrepresent, or cause others to misrepresent, facts about the
Company to others, whether within or outside the Company, including to the
Companys independent auditors, governmental regulators and self-regulatory
organizations.  ·Properly
review and critically analyze proposed disclosure for accuracy and completeness
(or, where appropriate, delegate this task to others).  ·Provide
prompt and accurate answers to inquiries related to the Companys public
disclosure requirements.  4


Financial
Statements and Other Records  All of the
Companys books, records, accounts and financial statements must be maintained
in reasonable detail, must appropriately reflect the Companys transactions and
must conform both to applicable legal requirements and to the Companys system
of internal controls.  Unrecorded or off
the books funds or assets should not be maintained unless permitted by
applicable law or regulation.  Records should
always be retained or destroyed according to the Companys record retention
policies.  In accordance with those
policies, in the event of litigation or governmental investigation please
consult the members of the Law Department.  III.
REPORTING ILLEGAL OR UNETHICAL BEHAVIOR  Reporting
Illegal or Unethical Behavior  Capmark
Financial Group Inc.s Audit Committee is responsible for applying this Code to
specific situations in which questions are presented to it and has the
authority to interpret this Code in any particular situation.  Employees, officers and directors who suspect
or know of violations of this Code or illegal or unethical business or
workplace conduct by employees, officers or directors have an obligation to
contact either their supervisor or superiors or the appropriate contact in the
Companys Law or Audit Departments.  If
the individuals to whom such information is conveyed are not responsive, or if
there is reason to believe that reporting to such individuals is inappropriate
in particular cases, then the employee, officer or director may contact the
General Counsel of the Company.  Such
communications will be kept confidential to the extent feasible.  If the employee is still not satisfied with
the response, the employee may contact the Audit Committee.  If concerns or complaints require
confidentiality, then this confidentiality will be protected to the extent
feasible, subject to applicable law.  Any questions
relating to how this Code should be interpreted or applied should be addressed
to the Law Department.  A director,
officer or employee who is unsure of whether a situation violates this Code
should discuss the situation with the Law Department.  Each director,
officer or employee must:  ·              Notify the Law Department promptly
of any existing or potential violation of this Code.  ·              Not retaliate against any other
director, officer or employee for reports of potential violations that are made
in good faith.  The Audit
Committee and the General Counsel shall take all action they consider
appropriate to investigate any violations reported to them.  If a violation has occurred, the Company will
take such disciplinary or preventive action as it deems appropriate, after
consultation with the Audit Committee, in the case of a director or executive
officer, or the Law Department, in the case of any other employee.  5


Accounting
Complaints  The Companys
policy is to comply with all applicable financial reporting and accounting
regulations.  If any director, officer or
employee of the Company has unresolved concerns or complaints regarding
questionable accounting or auditing matters of the Company, then he or she is
encouraged to submit those concerns or complaints (anonymously, confidentially
or otherwise) to the Audit Committee in accordance with the Companys
Whistleblower Policy and Procedures. 
Subject to its legal duties, the Audit Committee and the Board of
Directors of Capmark Financial Group Inc. (the Board) will treat such
submissions confidentially.  Such
submissions may be directed to the attention of the Audit Committee, or any
director who is a member of the Audit Committee, at the principal executive
offices of the Company.  Non-Retaliation  The Company
prohibits retaliation of any kind against individuals who have made good faith
reports or complaints of violations of this Code or other known or suspected
illegal or unethical conduct.  IV.
Amendment, Modification and Waiver  This Code may
be amended or modified by the Board.  From time to
time, the Company may waive some provisions of this Code.  Any waiver of the Code for executive officers
or directors of the Company may be made only by the Board or the Audit
Committee, and must be promptly disclosed as required by the Securities
Exchange Act of 1934 and the rules thereunder (if the Company is then
subject to such laws) and the applicable rules of the New York Stock
Exchange or such other national securities exchange or association on which the
Companys securities may then be listed. 
Any waiver for other employees may be made only by the Law Department.  6