Exhibit 14.2


                            GOLDMAN, SACHS & CO.
                   GOLDMAN SACHS ASSET MANAGEMENT, L.P.
               GOLDMAN SACHS ASSET MANAGEMENT INTERNATIONAL
                  GOLDMAN SACHS HEDGE FUND STRATEGIES LLC


                               CODE OF FTHICS
                               --------------

                                                    Effective January 23, 1991
                                                (as revised February 23, 2005)

I.   DEFINITIONS

     A.   "Access Person" with respect to Goldman, Sachs & Co. ("GS&Co."),
          the principal underwriter of any Investment Company (as defined
          below), means any director, officer or general partner who, in
          the ordinary course of business, makes, participates in or
          obtains information regarding the purchase or sale of Covered
          Securities by any Investment Company or whose functions or duties
          in the ordinary course of business relate to the making of any
          recommendation to the Investment Company regarding the purchase
          or sale of Covered Securities.

          "Access Person" with respect to Goldman Sachs Asset Management,
          L.P. ("GSAM"), Goldman Sachs Asset Management International
          ("GSAMI") and Goldman Sachs Hedge Fund Strategies LLC ("HFS")
          means any of their Supervised Persons (as defined below) who: (1)
          has access to (a) non-public information regarding any client's
          purchase or sale of securities, or (b) non-public information
          regarding the portfolio holdings of any Reportable Fund (as
          defined below) or (2) is involved in making securities
          recommendations to clients or who has access to such
          recommendations that are non-public. For these purposes, all
          GSAM, GSAMI and HFS directors, officers and partners are
          considered to be Access Persons. In addition, "Access Person"
          means (1) any employee of GSAM, GSAMI, or HFS (and any director,
          officer, general partner or employee of any company in a control
          relationship to GSAM,GSAMI or HFS) who, in connection with his or
          her regular functions or duties, makes, participates in or
          obtains information regarding the purchase or sale of a Covered
          Security by an Investment Company, or whose functions relate to
          the making of any recommendations with respect to such purchases
          or sales; and (2) any natural person in a control relationship to
          the Adviser who obtains information concerning the
          recommendations made to an Investment Company with regard to the
          purchase or sale of a Covered Security by an Investment Company.

     B.   "Adviser" means each of GSAM, GSAMI and HFS and, so long as it
          serves as principal underwriter to any Investment Company, the
          Goldman Sachs Asset Management unit of GS&Co.

     C.   "Automatic Investment Plan" means a program in which regular
          periodic purchases or withdrawals are made automatically in (or
          from) investment accounts in accordance with a predetermined
          schedule and allocation. An Automatic Investment Plan includes a
          dividend reinvestment plan.

     D.   "Beneficial Ownership" of a security shall be interpreted in the
          same manner as it would be under Rule l6a-1(a)(2) under the
          Securities Exchange Act of 1934, as amended (the "Securities
          Exchange Act"), in determining whether a person is the beneficial
          owner of a security for purposes of Section 16 of the Exchange
          Act and the rules and regulations promulgated thereunder.

     E.   "Board of Trustees" means the board of trustees, directors or
          managers, including a majority of the disinterested
          trustees/directors/managers, of any Investment Company for which
          an Adviser serves as an investment adviser, sub-adviser or
          principal underwriter.

     F.   "Control" shall have the same meaning as that set forth in
          Section 2(a)(9) of the Investment Company Act of 1940, as amended
          (the "Investment Company Act"). Section 2(a)(9) generally
          provides that "control" means the power to exercise a controlling
          influence over the management or policies of a company, unless
          such power is solely the result of an official position with such
          company.

     G.   "Covered Security" means a security as defined in Section
          202(a)(18) of the Investment Advisers Act of 1940, as amended
          (the "Investment Advisers Act") or Section 2(a)(36) of the
          Investment Company Act, except that it does not include: (1)
          direct obligations of the Government of the United States; (2)
          banker's acceptances, bank certificates of deposit, commercial
          paper and high quality short-term debt instruments (any instrument
          having a maturity at issuance of less than 366 days and that is
          in one of the two highest rating categories of a nationally
          recognized statistical rating organization), including repurchase
          agreements; (3) shares issued by money market funds registered
          under the Investment Company Act; (4) shares issued by open-end
          investment companies registered under the Investment Company Act
          other than Reportable Funds; and (5) shares issued by unit
          investment trusts that are invested exclusively in one or more
          open-end investment companies registered under the Investment
          Company Act, none of which are Reportable Funds.

     H.   "Federal Securities Laws" means the Securities Act of 1933, the
          Securities Exchange Act, the Sarbanes-Oxley Act of 2002, the
          Investment Company Act, the Investment Advisers Act, Title V of
          the Gramm-Leach-Bliley Act, any rules adopted by the Securities
          and Exchange Commission (the "Commission") under any of these
          statutes, the Bank Secrecy Act as it applies to investment
          companies and investment advisers, and any rules adopted
          thereunder by the Commission or the Department of the Treasury.

     I.   "Initial Public Offering" means an offering of securities
          registered under the Securities Act of 1933, the issuer of which,
          immediately before the registration, was not subject to the
          reporting requirements of Sections 13 or 15(d) of the Securities
          Exchange Act.

     J.   "Investment Company" means a company registered as such under the
          Investment Company Act, or any series thereof, for which the
          Adviser is the investment adviser, sub-adviser or principal
          underwriter.

     K.   "Investment Personnel" of the Adviser means (i) any employee of
          the Adviser (or of any company in a control relationship to the
          Adviser) who, in connection with his or her regular functions or
          duties, makes or participates in making recommendations regarding
          the purchase or sale of securities by an Investment Company or
          (ii) any natural person who controls the Adviser and who obtains
          information concerning recommendations made to an Investment
          Company regarding the purchase or sale of securities by an
          Investment Company.

     L.   A "Limited Offering" means an offering that is exempt from
          registration under the Securities Act of 1933 pursuant to Section
          4(2) or Section 4(6) or pursuant to Rule 504, Rule 505 or Rule
          506 under the Securities Act of 1933.

     M.   "Purchase or sale of Covered Security" includes, among other
          things, the writing of an option to purchase or sell a Covered
          Security or any security that is exchangeable for or convertible
          into another security.

     N.   "Reportable Fund" means any investment company registered under
          the Investment Company Act for which the Adviser serves as an
          investment adviser as defined in Section 2(a)(20) of the
          Investment Company Act or any investment company registered under
          the Investment Company Act whose investment adviser or principal
          underwriter controls the Adviser, is controlled by the Adviser or
          is under common control with the Adviser.

     O.   "Review Officer" means the officer of the Adviser designated from
          time to time by the Adviser to receive and review reports of
          purchases and sales by Access Persons. The term "Alternative
          Review Officer" means the officer of the Adviser designated from
          time to time by the Adviser to receive and review reports of
          purchases and sales by the Review Officer, and who shall act in
          all respects in the manner prescribed herein for the Review
          Officer. It is recognized that a different Review Officer and
          Alternative Review Officer may be designated with respect to each
          Adviser.

     P.   "Supervised Person" means any partner, officer, director (or
          other person occupying a similar status or performing similar
          functions), or employee of GSAM, GSAMI or HFS or other person who
          provides investment advice on behalf of GSAM, GSAMI or HFS and is
          subject to the supervision and control of GSAM, GSAMI or HFS.

     Q.   A security is "being considered for purchase or sale" when a
          recommendation to purchase or sell a security has been made and
          communicated and, with respect to the person making the
          recommendation, when such person seriously considers making such
          a recommendation. With respect to an analyst of the Adviser, the
          foregoing period shall commence on the day that he or she decides
          to recommend the purchase or sale of the security to the Adviser
          for an Investment Company.

     R.   A security is "held or to be acquired" if within the most recent
          15 days it (1) is or has been held by the Investment Company, or
          (2) is being or has been considered by the Adviser for purchase
          by the Investment Company, and (3) includes any option to
          purchase or sell and any security convertible into or
          exchangeable for a security described in (1) or (2).


II. LEGAL REQUIREMENTS

     Section 17(j) of the Investment Company Act provides, among other
things, that it is unlawful for any affiliated person of the Adviser to
engage in any act, practice or course of business in connection with the
purchase or sale, directly or indirectly, by such affiliated person of any
security held or to be acquired by an Investment Company in contravention
of such rules and regulations as the Commission may adopt to define and
prescribe means reasonably necessary to prevent such acts, practices or
courses of business as are fraudulent, deceptive or manipulative. Pursuant
to Section 17(j), the Commission has adopted Rule 17j-1 which provides,
among other things, that it is unlawful for any affiliated person of the
Adviser in connection with the purchase or sale, directly or indirectly, by
such person of a Covered Security held or to be acquired by an Investment
Company:

          (1)  To employ any device, scheme or artifice to defraud such
               Investment Company;

          (2)  To make any untrue statement of a material fact to such
               Investment Company or omit to state a material fact
               necessary in order to make the statements made to such
               Investment Company, in light of the circumstances under
               which they are made, not misleading;

          (3)  To engage in any act, practice, or course of business that
               operates or would operate as a fraud or deceit upon any such
               Investment Company; or

          (4)  To engage in any manipulative practice with respect to such
               Investment Company.

     Similarly, Section 206 of the Investment Advisers Act provides that it
is unlawful for any investment adviser, directly or indirectly:

          (1)  To employ any device, scheme or artifice to defraud any
               client or prospective client;

          (2)  To engage in any transaction, practice or course of business
               which operates as a fraud or deceit upon any client or
               prospective client; or

          (3)  To engage in any act, practice or course of business which
               is fraudulent, deceptive or manipulative.

In addition, Section 204A of the Investment Advisers Act requires the
Adviser to establish written policies and procedures reasonably designed to
prevent the misuse in violation of the Investment Advisers Act or
Securities Exchange Act or rules or regulations thereunder of material,
non-public information by the Adviser or any person associated with the
Adviser. Pursuant to Section 204A, the Commission has adopted Rule 204A-1
which requires the Adviser to maintain and enforce a written code of
ethics.

III. STATEMENT OF POLICY

     It is the policy of the Adviser that the Adviser and its Supervised
Persons shall comply with applicable Federal Securities Laws and that no
Supervised Person shall engage in any act, practice or course of conduct
that would violate the provisions of Rule 17j-1 under the Investment
Company Act or Sections 204 and 206 of the Investment Advisers Act. No
Supervised Person shall engage in, or permit anyone within his or her
control to engage in, any act, practice or course of conduct which would
operate as a fraud or deceit upon, or constitute a manipulative practice
with respect to, an Investment Company or other investment advisory clients
or an issuer of any security owned by an Investment Company or other
investment advisory clients. In addition, the fundamental position of the
Adviser is, and has been, that each Access Person shall place at all times
the interests of each Investment Company and its shareholders and all other
investment advisory clients first in conducting personal securities
transactions. Accordingly, private securities transactions by Access
Persons of the Adviser must be conducted in a manner consistent with this
Code and so as to avoid any actual or potential conflict of interest or any
abuse of an Access Person's position of trust and responsibility. Further,
Access Persons should not take inappropriate advantage of their positions
with, or relationship to, any Investment Company, any other investment
advisory client, the Adviser or any affiliated company.

     Without limiting in any manner the fiduciary duty owed by Access
Persons to the Investment Companies under the provisions of this Code, it
should be noted that purchases and sales may be made by Access Persons in
the marketplace of securities owned by the Investment Companies; provided,
however, that such securities transactions comply with the spirit of, and
the specific restrictions and limitations set forth in, this Code. Such
personal securities transactions should also be made in amounts consistent
with the normal investment practice of the person involved and with an
investment, rather than a trading, outlook. Not only does this policy
encourage investment freedom and result in investment experience, but it
also fosters a continuing personal interest in such investments by those
responsible for the continuous supervision of the Investment Companies'
portfolios. It is also evidence of confidence in the investments made. In
making personal investment decisions with respect to any security, however,
extreme care must be exercised by Access Persons to ensure that the
prohibitions of this Code are not violated. Further, personal investing by
an Access Person should be conducted in such a manner so as to eliminate
the possibility that the Access Person's time and attention is being
devoted to his or her personal investments at the expense of time and
attention that should be devoted to management of an Investment Company's
or other investment advisory client's portfolio. It bears emphasis that
technical compliance with the procedures, prohibitions and limitations of
this Code will not automatically insulate from scrutiny personal securities
transactions which show a pattern of abuse by an Access Person of his or
her fiduciary duty to any Investment Company or other investment advisory
clients.

     Every Supervised Person shall promptly report any violation of this
Code of Ethics to the Adviser's chief compliance officer and the Review
Officer.


IV.  EXEMPTED TRANSACTIONS

     The Statement of Policy set forth above shall be deemed not to be
violated by and the prohibitions of Section V.A(1) and (2) of this Code
shall not apply to:

     A.   Purchases or sales of securities effected for, or held in, any
          account over which the Access Person has no direct or indirect
          influence or control;

     B.   Purchases or sales of securities which are not eligible for
          purchase or sale by an Investment Company or other investment
          advisory clients;

     C.   Purchases or sales of securities which are non-volitional on the
          part of the Access Person, an Investment Company or other
          investment advisory clients;

     D.   Purchases or sales of securities which are part of an Automatic
          Investment Plan provided that no adjustment is made by the Access
          Person to the rate at which securities are purchased or sold, as
          the case may be, under such a plan during any period in which the
          security is being considered for purchase or sale by an
          Investment Company or other investment advisory clients;

     E.   Purchases of securities effected upon the exercise of rights
          issued by an issuer pro rata to all holders of a class of its
          securities, to the extent such rights were acquired from such
          issuer, and sales of such rights so acquired;

     F.   Tenders of securities pursuant to tender offers which are
          expressly conditioned on the tender offer's acquisition of all of
          the securities of the same class;

     G.   Purchases or sales of publicly-traded shares of companies that
          have a market capitalization in excess of $5 billion;

     H.   Chief Investment Officer ("CIO") signature approved de minimis
          per day purchases or sales ($50,000 or less) of publicly traded
          shares of companies that have a 10-day average daily trading
          volume of at least $1 million, subject to the following
          additional parameters:

          (1)  Access Persons must submit a current (same day) printout of
               a Yahoo Finance, Bridge or Bloomberg (or similar service)
               screen with the minimum 10-day average daily trading volume
               information indicated;

          (2)  No Access Person (together with related accounts) may own
               more than 1/2 of 1% of the outstanding securities of an
               issuer;

          (3)  Multiple trades of up to $50,000 on different days are
               permitted so long as each day the trade is approved; and

          (4)  A security purchased pursuant to this exemption must be held
               for a minimum of 360 days prior to sale unless it appears on
               the Adviser's "$5 billion" Self Pre-Clearance Securities
               List or normal pre-clearance pursuant to Section VII of this
               Code is obtained, in which case the security must be held
               for at least 30 days prior to sale.

     I.   Purchases or sales of securities with respect to which neither an
          Access Person, nor any member of his or her immediate family as
          defined in Rule 16a-1(c) under the Exchange Act, has any direct
          or indirect influence, control or prior knowledge, which
          purchases or sales are effected for, or held in, a "blind
          account." For this purpose, a "blind account" is an account over
          which an investment adviser exercises full investment discretion
          (subject to account guidelines) and does not consult with or seek
          the approval of the Access Person, or any member of his or her
          immediate family, with respect to such purchases and sales; and

     J.   Other purchases or sales which, due to factors determined by the
          Adviser, only remotely potentially impact the interests of an
          Investment Company or other investment advisory clients because
          the securities transaction involves a small number of shares of
          an issuer with a large market capitalization and high average
          daily trading volume or would otherwise be very unlikely to
          affect a highly institutional market.


V.   PROHIBITED PURCHASES AND SALES

     A.   While the scope of actions which may violate the Statement of
          Policy set forth above cannot be exactly defined, such actions
          would always include at least the following prohibited
          activities:

          (1)  No Access Person shall purchase or sell, directly or
               indirectly, any Covered Security in which he or she has, or
               by reason of such transaction acquires, any direct or
               indirect beneficial ownership and which to his or her actual
               knowledge at the time of such purchase or sale the Covered
               Security:

               (i)  is being considered for purchase or sale by an
                    Investment Company or other investment advisory
                    clients; or

               (ii) is being purchased or sold by an Investment Company or
                    other investment advisory clients.

          (2)  No Access Person shall enter an order for the purchase or
               sale of a Covered Security which an Investment Company or
               other investment advisory clients is purchasing or selling
               or considering for purchase or sale until the later of (i)
               the day after the Investment Company's or other investment
               advisory clients' transaction in that Covered Security is
               completed or (ii) such time as the Investment Company or
               other investment advisory clients is no longer considering
               the security for purchase or sale, unless the Review
               Officer determines that it is clear that, in view of the
               nature of the Covered Security and the market for such
               Covered Security, the order of the Access Person will not
               adversely affect the price paid or received by the
               Investment Company or other investment advisory clients. Any
               securities transactions by an Access Person in violation of
               this Subsection 2 must be unwound, if possible, and the
               profits, if any, will be subject to disgorgement based on
               the assessment of the appropriate remedy as determined by
               the Adviser.

          (3)  No Access Person shall, in the absence of prior approval by
               the Review Officer, sell any Covered Security that was
               purchased, or purchase a Covered Security that was sold,
               within the prior 30 calendar days (measured on a last-in
               first-out basis).

     B.   In addition to the foregoing, the following provisions will apply
          to Access Persons of the Adviser:

          (1)  No Access Person shall reveal to any other person (except in
               the normal course of his or her duties on behalf of an
               Investment Company or other investment advisory clients) any
               information regarding securities transactions by an
               Investment Company or other investment advisory clients or
               consideration by an Investment Company or other investment
               advisory clients or the Adviser of any such securities
               transaction.

          (2)  Access Persons must, as a regulatory requirement and as a
               requirement of this Code, obtain prior approval before
               directly or indirectly acquiring beneficial ownership in any
               securities in an Initial Public Offering or in a Limited
               Offering. In addition, Access Persons must comply with any
               additional restrictions or prohibitions that may be adopted
               by the Adviser from time to time.

     C.   In addition to the foregoing, the following provision will apply
          to Investment Personnel of the Adviser:

          (1)  No Investment Personnel shall accept any gift or personal
               benefit valued in excess of such de minimis amount
               established by the Adviser from time to time in its
               discretion (currently this amount is $100 annually) from any
               single person or entity that does business with or on behalf
               of an Investment Company or other investment advisory
               clients. Gifts of a de minimis value (currently these gifts
               are limited to gifts whose reasonable value is no more than
               $100 annually from any single person or entity), and
               customary business lunches, dinners and entertainment at
               which both the Investment Personnel and the giver are
               present, and promotional items of de minimis value may be
               accepted. Any solicitation of gifts or gratuities is
               unprofessional and is strictly prohibited.

          (2)  No Investment Personnel shall serve on the board of
               directors of any publicly traded company, absent prior
               written authorization and determination by the Review
               Officer that the board service would be consistent with the
               interests of the Investment Companies and their shareholders
               or other investment advisory clients. Such interested
               Investment Personnel may not participate in the decision for
               any Investment Company or other investment advisory clients
               to purchase and sell securities of such company.

VI.  BROKERAGE ACCOUNTS

     Access Persons are required to direct their brokers to supply for the
Review Officer on a timely basis duplicate copies of confirmations of all
securities transactions in which the Access Person has a beneficial
ownership interest and related periodic statements, whether or not one of
the exemptions listed in Section IV applies. If an Access Person is unable
to arrange for duplicate copies of confirmations and periodic account
statements to be sent to the Review Officer, he or she must immediately
notify the Review Officer.

VII. PRECLEARANCE PROCEDURE

     With such exceptions and conditions as the Adviser deems to be
appropriate from time to time and consistent with the purposes of this Code
(for example, exceptions based on an issuer's market capitalization, the
amount of public trading activity in a security, the size of a particular
transaction or other factors), prior to effecting any securities
transactions in which an Access Person has a beneficial ownership interest,
the Access Person must receive approval by the Adviser. Any approval is
valid only for such number of day(s) as may be determined from time to time
by the Adviser. If an Access Person is unable to effect the securities
transaction during such period, he or she must re-obtain approval prior to
effecting the securities transaction.

     The Adviser will decide whether to approve a personal securities
transaction for an Access Person after considering the specific
restrictions and limitations set forth in, and the spirit of, this Code of
Ethics, including whether the security at issue is being considered for
purchase or sale for an Investment Company or other investment advisory
clients. The Adviser is not required to give any explanation for refusing
to approve a securities transaction.

VIII. REPORTING

     A.   Every Access Person shall report to the Review Officer the
          information: (1) described in Section VIII-C of this Code with
          respect to transactions in any Covered Security in which such
          Access Person has, or by reason of such transaction acquires or
          disposes of, any direct or indirect beneficial ownership in the
          Covered Security, and (2) described in Sections VIII-D or VIII-E
          of this Code with respect to securities holdings beneficially
          owned by the Access Person.

     B.   Notwithstanding Section VIII-A of this Code, an Access Person
          need not make a report to the extent the information in the
          report would duplicate information recorded pursuant to Rule
          204-2(a)(13) under the Investment Advisers Act or if the report
          would duplicate information contained in broker trade
          confirmations or account statements so long as the Adviser
          receives confirmations or statements no later than 30 days after
          the end of the applicable calendar quarter. The quarterly
          transaction reports required under Section VIII-A(1) shall be
          deemed made with respect to (1) any account where the Access
          Person has made provision for transmittal of all daily trading
          information regarding the account to be delivered to the
          designated Review Officer for his or her review or (2) any
          account maintained with the Adviser or an affiliate. With respect
          to Investment Companies for which the Adviser does not act as
          investment adviser or sub-adviser, reports required to be
          furnished by officers and trustees or managers of such Investment
          Companies who are Access Persons of the Adviser must be made
          under Section VIII-C of this Code and furnished to the designated
          review officer of the relevant investment adviser.

     C.   Quarterly Transaction and New Account Reports. Unless quarterly
          transaction reports are deemed to have been made under Section
          VIII-B of this Code, every quarterly transaction report shall be
          made not later than 30 days after the end of the calendar quarter
          in which the transaction to which the report relates was
          effected, and shall contain the following information:

          (1)  The date of the transaction, the title, and as applicable
               the exchange ticker or CUSIP number, the interest rate and
               maturity date, class and the number of shares, and the
               principal amount of each Covered Security involved;

          (2)  The nature of the transaction (i.e., purchase, sale or any
               other type of acquisition or disposition);

          (3)  The price of the Covered Security at which the transaction
               was effected;

          (4)  The name of the broker, dealer or bank with or through whom
               the transaction was effected;

          (5)  The date that the report was submitted by the Access Person;
               and

          (6)  With respect to any account established by an Access Person
               in which any securities were held during the quarter for the
               direct or indirect benefit of the Access Person:

               (a)  The name of the broker, dealer or bank with whom the
                    Access Person established the account;

               (b)  The date the account was established; and

               (c)  The date that the report was submitted by the Access
                    Person.

     D.   Initial Holdings Reports. No later than 10 days after becoming an
          Access Person, each Access Person must submit a report containing
          the following information (which information must be current as
          of a date no more than 45 days prior to the date the person
          becomes an Access Person):

          (1)  The title and type of security, and as applicable the
               exchange ticker symbol or CUSIP number, number of shares and
               principal amount of each Covered Security in which the
               Access Person had any direct or indirect beneficial
               ownership;

          (2)  The name of any broker, dealer or bank with which the Access
               Person maintained an account in which any securities (not
               just Covered Securities) were held for the direct or
               indirect benefit of the Access Person; and

          (3)  The date that the report is submitted by the Access Person.

     E.   Annual Holdings Reports. Between January lst and January 30th of
          each calendar year, every Access Person shall submit the
          following information (which information must be current as of a
          date no more than 45 days before the report is submitted):

          (1)  The title and type of security, and as applicable the
               exchange ticker symbol or CUSIP number, number of shares and
               principal amount of each Covered Security in which the
               Access Person had any direct or indirect beneficial
               ownership;

          (2)  The name of any broker, dealer or bank with whom the Access
               Person maintains an account in which any securities (not
               just Covered Securities) are held for the direct or indirect
               benefit of the Access Person; and

          (3)  The date that the report is submitted by the Access Person.

     F.   These reporting requirements shall apply whether or not one of
          the exemptions listed in Section IV applies except that: (1) an
          Access Person shall not be required to make a report with respect
          to securities transactions effected for, and any Covered
          Securities held in, any account over which such Access Person
          does not have any direct or indirect influence or control; and
          (2) an Access Person need not make a quarterly transaction report
          with respect to the transactions effected pursuant to an
          Automatic Investment Plan.

     G.   Any such report may contain a statement that the report shall not
          be construed as an admission by the person making such report
          that (1) he or she has or had any direct or indirect beneficial
          ownership in the Covered Security to which the report relates (a
          "Subject Security") or (2) he or she knew or should have known
          that the Subject Security was being purchased or sold, or
          considered for purchase or sale, by an Investment Company or
          other investment advisory clients on the same day.

IX.  APPROVAL OF CODE OF ETHICS AND AMENDMENTS TO THE CODE OF
     ETHICS

     The Board of Trustees of each Investment Company shall approve this
Code of Ethics. Any material amendments to this Code of Ethics must be
approved by the Board of Trustees of each Investment Company no later than
six months after the adoption of the material change. Before their approval
of this Code of Ethics and any material amendments hereto, the Adviser
shall provide a certification to the Board of Trustees of each such
Investment Company that the Adviser has adopted procedures reasonably
necessary to prevent Access Persons from violating the Code of Ethics.

X.   ANNUAL CERTIFICATION OF COMPLIANCE

     Each Supervised Person shall certify to the Review Officer annually on
the form annexed hereto as Form A that he or she (A) has read and
understands this Code of Ethics and any procedures that are adopted by the
Adviser relating to this Code, and recognizes that he or she is subject
thereto; (B) has complied with the requirements of this Code of Ethics and
such procedures; and (C) if an Access Person, has disclosed or reported all
personal securities transactions and beneficial holdings in Covered
Securities required to be disclosed or reported pursuant to the
requirements of this Code of Ethics and any related procedures.

XI.  CONFIDENTIALITY

     All reports of securities transactions, holding reports and any other
information filed with the Adviser pursuant to this Code shall be treated
as confidential, except that reports of securities transactions and
holdings reports hereunder will be made available to the Investment
Companies and to the Commission or any other regulatory or self-regulatory
organization to the extent required by law or regulation or to the extent
the Adviser considers necessary or advisable in cooperating with an
investigation or inquiry by the Commission or any other regulatory or
self-regulatory organization.

XII. REVIEW OF REPORTS

     A.   The Review Officer shall be responsible for the review of the
          quarterly transaction reports required under VIII-C, and the
          initial and annual holdings reports required under Sections
          VIII-D and VIII-E, respectively, of this Code of Ethics. In
          connection with the review of these reports, the Review Officer
          or the Alternative Review Officer shall take appropriate measures
          to determine whether each reporting person has complied with the
          provisions of this Code of Ethics and any related procedures
          adopted by the Adviser. Any violations of the Code of Ethics
          shall be reported promptly to the Adviser's chief compliance
          officer by the Review Officer, or Alternate Review Officer, as
          applicable.

     B.   On an annual basis, the Review Officer shall prepare for the
          Board of Trustees of each Investment Company and the Board of
          Trustees of each Investment Company shall consider:

          (1)  A report which describes any issues arising under this Code
               or any related procedures adopted by the Adviser including
               without limitation information about material violations of
               the Code and sanctions imposed in response to material
               violations. An Alternative Review Officer shall prepare
               reports with respect to compliance by the Review Officer;


          (2)  A report identifying any recommended changes to existing
               restrictions or procedures based upon the Adviser's
               experience under this Code, evolving industry practices and
               developments in applicable laws or regulations; and

          (3)  A report certifying to the Board of Trustees that the
               Adviser has adopted procedures that are reasonably necessary
               to prevent Access Persons from violating this Code of
               Ethics.

XIII. SANCTIONS

     Upon discovering a violation of this Code, the Adviser may impose such
sanction(s) as it deems appropriate, including, among other things, a
letter of censure, suspension or termination of the employment of the
violator and/or restitution to the affected Investment Company or other
investment advisory client of an amount equal to the advantage that the
offending person gained by reason of such violation. In addition, as part
of any sanction, the Adviser may require the Access Person or other
individual involved to reverse the trade(s) at issue and forfeit any profit
or absorb any loss from the trade. It is noted that violations of this Code
may also result in criminal prosecution or civil action. All material
violations of this Code and any sanctions imposed with respect thereto
shall be reported periodically to the Board of Trustees of the Investment
Company with respect to whose securities the violation occurred.

XIV. INTERPRETATION OF PROVISIONS

     The Adviser may from time to time adopt such interpretations of this
Code as it deems appropriate.

XV.  IDENTIFICATION OF ACCESS PERSONS AND INVESTMENT PERSONNEL;
     ADDITIONAL DISTRIBUTION TO SUPERVISED PERSONS

     The Adviser shall identify all persons who are considered to be Access
Persons and Investment Personnel, and shall inform such persons of their
respective duties and provide them with copies of this Code and any related
procedures or amendments to this Code adopted by the Adviser. In addition,
all Supervised Persons shall be provided with a copy of this Code and all
amendments. All Supervised Persons (including Access Persons) shall provide
the Review Officer with a written acknowledgment of their receipt of the
Code and any amendments.

XVI. EXCEPTIONS TO THE CODE

     Although exceptions to the Code will rarely, if ever, be granted, a
designated Officer of the Adviser, after consultation with the Review
Officer, may make exceptions on a case by case basis, from any of the
provisions of this Code upon a determination that the conduct at issue
involves a negligible opportunity for abuse or otherwise merits an
exception from the Code. All such exceptions must be received in writing by
the person requesting the exception before becoming effective. The Review
Officer shall report any exception to the Board of Trustees of the
Investment Company with respect to which the exception applies at its next
regularly scheduled Board meeting.

XVII. RECORDS

     The Adviser shall maintain records in the manner and to the extent set
forth below, which records may be maintained using micrographic or
electronic storage medium under the conditions described in Rule 204-2(g)
of the Investment Advisers Act and Rule 31a-2(f)(1) and Rule 17j-1 under
the Investment Company Act, and shall be available for examination by
representatives of the Commission.

     A.   A copy of this Code and any other code which is, or at any time
          within the past five years has been, in effect shall be preserved
          for a period of not less than five years in an easily accessible
          place;

     B.   A record of any violation of this Code and of any action taken as
          a result of such violation shall be preserved in an easily
          accessible place for a period of not less than five years
          following the end of the fiscal year in which the violation
          occurs;

     C.   A copy of each initial holdings report, annual holdings report
          and quarterly transaction report made by an Access Person
          pursuant to this Code (including any brokerage confirmation or
          account statements provided in lieu of the reports) shall be
          preserved for a period of not less than five years from the end
          of the fiscal year in which it is made, the fast two years in an
          easily accessible place;

     D.   A record of the names of all persons who are, or within the past
          five years have been, required to make initial holdings, annual
          holdings or quarterly transaction reports pursuant to this Code
          shall be maintained in an easily accessible place;

     E.   A record of all written acknowledgements for each person who is
          currently, or within the past five years was, required to
          acknowledge their receipt of this Code and any amendments
          thereto. All acknowledgements for a person must be kept for the
          period such person is a Supervised Person of the Adviser and
          until five years after the person ceases to be a Supervised
          Person of the Adviser.

     F.   A record of the names of all persons, currently or within the
          past five years who are or were responsible for reviewing initial
          holdings, annual holdings or quarterly transaction reports shall
          be maintained in an easily accessible place;

     G.   A record of any decision and the reason supporting the decision
          to approve the acquisition by Access Person of Initial Public
          Offerings and Limited Offerings shall be maintained for at least
          five years after the end of the fiscal year in which the approval
          is granted; and

     H.   A copy of each report required by Section XII-B of this Code
          shall be maintained for at least five years after the end of the
          fiscal year in which it was made, the first two years in an
          easily accessible place.

XVIII. SUPPLEMENTAL COMPLIANCE AND REVIEW PROCEDURES

     The Adviser may establish, in its discretion, supplemental compliance
and review procedures (the "Procedures") that are in addition to those set
forth in this Code in order to provide additional assurance that the
purposes of this Code are fulfilled and/or assist the Adviser in the
administration of this Code. The Procedures may be more, but shall not be
less, restrictive than the provisions of this Code. The Procedures, and any
amendments thereto, do not require the approval of the Board of Trustees of
an Investment Company or other investment advisory clients.