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 ETHICS
                               --------------

                                                  Effective January 23, 1991
                                              (as revised February 23, 2004)

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 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, 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 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

          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 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.

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.