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Exhibit 14.2
 GOLDMAN, SACHS & CO.
GOLDMAN SACHS ASSET MANAGEMENT, L.P.
GOLDMAN SACHS ASSET MANAGEMENT INTERNATIONAL
GOLDMAN SACHS HEDGE FUND STRATEGIES LLC
GS INVESTMENT STRATEGIES, LLC
 CODE OF ETHICS
 
 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.




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B.
    
    Adviser means each of GSAM, GSAMI, HFS and GSIS 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 16a-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, and open-end ETF shares and UIT ETF shares,
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.
    
    Exchange-traded fund (ETF) means an investment company registered under the
Investment Company Act as a unit investment trust (UIT ETF) or as an open-end
investment company (open-end ETF) that is comprised of a basket of securities to
replicate a securities index or subset of securities underlying an index. ETFs are traded on securities exchanges and in the over-the-counter markets
intra-day at negotiated prices.




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I.
    
    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.
 J.
    
    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.
 K.
    
    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.
 L.
    
    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.
 M.
    
    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.
 N.
    
    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 Covered Security.
 O.
    
    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.
 P.
    
    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




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




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(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.
  (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.
  III.
    
    STATEMENT OF POLICY




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IV.
    
    EXEMPTED TRANSACTIONS
  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;




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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.




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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.




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(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 minimisamount 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 minimisvalue
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.




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VI.
    
    BROKERAGE ACCOUNTS
  VII.
    
    PRECLEARANCE PROCEDURE
   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




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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;




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(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 1st 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




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X.
    
    ANNUAL CERTIFICATION OF COMPLIANCE
  XI.
    
    CONFIDENTIALITY
  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;




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(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
  XIV.
    
    INTERPRETATION OF PROVISIONS
  XV.
    
    IDENTIFICATION OF ACCESS PERSONS AND INVESTMENT PERSONNEL; ADDITIONAL DISTRIBUTION TO
SUPERVISED PERSONS
  XVI.
    
    EXCEPTIONS TO THE CODE




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XVII.
    
    RECORDS
  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 first 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.




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XVIII.
    
    SUPPLEMENTAL COMPLIANCE AND REVIEW PROCEDURES