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GOLDMAN SACHS ASSET MANAGEMENT
GOLDMAN SACHS FUNDS MANAGEMENT, L.P.
GOLDMAN SACHS ASSET MANAGEMENT INTERNATIONAL
CODE OF ETHICS
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Effective January 23, 1991
(as revised April 1, 2000)
I. DEFINITIONS
A. "Access Person" with respect to Goldman Sachs Asset Management
("GSAM") means (because GSAM is a unit within the Investment
Management Division, a separate operating division, of Goldman,
Sachs & Co., and Goldman, Sach & Co. is primarily engaged in a
business other than advising registered investment companies or
other advisory clients) only those officers, general partners or
Advisory Persons (as defined below) of GSAM who, with respect to any
Investment Company (as defined below), make recommendations or
participate in the determination of which recommendation shall be
made to any Investment Company, or whose principal function or
duties relate to the determination of which recommendation shall be
made to any Investment Company, or who, in connection with their
duties, obtain any information concerning such recommendations on
Covered Securities (as defined below) which are being made to the
Investment Company. "Access Person" with respect to Goldman Sachs
Asset Management International ("GSAMI") and Goldman Sachs Funds
Management, L.P. ("GSFM") means any director, officer, general
partner or Advisory Person of GSAMI or GSFM, as the case may be.
B. "Adviser" means each of GSAM, GSAMI and GSFM.
C. "Advisory Person" means (1) any officer or employee of the Adviser
or any company in a control relationship to the Adviser 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.
D. "Beneficial ownership" of a security shall be interpreted in the
same manner as it would be under Rule 16a-1 (a) (2) of the
Securities Exchange Act of 1934, as amended ("Exchange Act"), in
determining whether a person is the beneficial
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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 or directors,
including a majority of the disinterested trustees/directors, 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 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;
and (3) shares of registered open-end investment companies.
H. "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 Exchange Act.
I. "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.
J. "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.
K. 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.
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L. "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.
M. "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.
N. 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.
O. 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.
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 Securities and Exchange Commission (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;
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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.
III. STATEMENT OF POLICY
It is the policy of the Adviser that no Access Person shall engage in any
act, practice or course of conduct that would violate the provisions of
Rule 17j-1. 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 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, the Adviser or any affiliated company.
Without limiting in any manner the fiduciary duty owed by Access Persons
to the Investment Companies or the provisions of this Code, it should be noted
that the Adviser and the Investment Companies consider it proper that purchases
and sales 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 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.
IV. EXEMPTED TRANSACTIONS
The Statement of Policy set forth above shall be deemed not to be violated
by and the prohibitions of Section V 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;
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B. Purchases or sales of securities which are not eligible for purchase
or sale by an Investment Company;
C. Purchases or sales of securities which are non-volitional on the
part of either the Access Person or an Investment Company;
D. Purchases or sales of securities which are part of an automatic
dividend reinvestment, cash purchase or withdrawal 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;
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 $10 billion; and
H. Other purchases or sales which, due to factors determined by the
Adviser, only remotely potentially impact the interests of an
Investment Company 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
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(ii) is being purchased or sold by an Investment Company.
(2) 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) any information regarding securities
transactions by an Investment Company or consideration by an
Investment Company or the Adviser of any such securities
transaction.
(3) No Access 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 an issuer of a any security owned by an
Investment Company.
(4) No Access Person shall enter an order for the purchase or
sale of a Covered Security which an Investment Company is
purchasing or selling or considering for purchase or sale
until the later of (i) the day after the Investment Company's
transaction in that Covered Security is completed or (ii)
after the Investment Company 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.
Any securities transactions by an Access Person in violation
of this Subsection 4 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.
(5) 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 provision will apply to
Investment Personnel of the Adviser:
(1) Investment Personnel 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, Investment Personnel must comply with
any additional restrictions or prohibitions that may be
adopted by the Adviser from time to time.
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(2) 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. 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.
(3) 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. Such
interested Investment Personnel may not participate in the
decision for any Investment Company 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. The Adviser is not required to give any explanation for
refusing to approve a securities transaction.
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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 or (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 where the report would duplicate information
recorded pursuant to Rules 204-2(a)(12) or 204-2(a)(13) under the
Investment Advisers Act of 1940 or if the report would duplicate
information contained in broker trade confirmations or account
statements received by the Review Officer and all of the information
required by Section VIII-C, D or E is contained in such
confirmations or account statements. 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 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 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 10
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, the interest rate and
maturity date (if applicable), 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;
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(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:
(1) The name of the broker, dealer or bank with whom the
Access Person established the account;
(2) The date the account was established; and
(3) 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:
(1) The title, number of shares and principal amount of
each Covered Security in which the Access Person had
any direct or indirect beneficial ownership when the
person became an Access Person;
(2) The name of any broker, dealer or bank with whom the
Access Person maintained an account in which any
securities were held for the direct or indirect
benefit of the Access Person as of the date the person
became an 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 30 days before the report is submitted):
(1) The title, 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
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. If no transactions in any securities required to be reported under
Section VIII-A(1) were effected during a quarterly period by an
Access Person, such Access Person
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shall report to the Review Officer not later than 10 days after the
end of such quarterly period stating that no reportable securities
transactions were effected.
G. These reporting requirements shall apply whether or not one of the
exemptions listed in Section IV applies except that 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.
H. 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 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 Access 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; (C) 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.
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XII. REVIEW OF REPORTS
A. The Review Officer shall be responsible for the review of the
quarterly transaction reports required under VIII-C and VIII-F, 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.
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 on the level of compliance during the previous year
by all Access Persons with this Code and any related procedures
adopted by the Adviser, including without limitation the percentage
of reports timely filed and the number and nature of all material
violations 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 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
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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
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 adopted by the Adviser.
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 on microfilm under the conditions
described in 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 list 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;
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E. A list 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;
F. A record of any decision and the reason supporting the decision to
approve the acquisition by Investment Personnel 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
G. 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 plan.
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.
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APRIL 1, 2000
GOLDMAN SACHS ASSET MANAGEMENT
GOLDMAN SACHS FUNDS MANAGEMENT, L.P.
GOLDMAN SACHS ASSET MANAGEMENT INTERNATIONAL
SUPPLEMENTAL COMPLIANCE AND REVIEW PROCEDURES UNDER CODE OF ETHICS
Pursuant to Rule 17j-1 under the Investment Company Act of 1940, as
amended, Goldman Sachs Asset Management, Goldman Sachs Funds Management, L.P.,
and Goldman Sachs Asset Management International (each, an "Adviser") have
adopted a Code of Ethics with respect to Investment Companies for which the
Adviser is the investment adviser, sub-adviser or principal underwriter. The
Code of Ethics contemplates that the Adviser may establish, in its discretion,
supplemental compliance and review procedures ("Procedures") that are in
addition to those set forth in the Code of Ethics in order to provide additional
assurance that the purposes of the Code of Ethics are fulfilled and/or assist
the Adviser in the administration of the Code. These Procedures apply to Access
Persons and Investment Personnel of the Adviser as stated below. Terms that are
defined in the Code of Ethics shall have the same meaning in these Procedures.
A. REVIEW PROCEDURES
The Review Officer for each Adviser shall follow the procedures set forth
below in connection with reviewing initial and annual holdings reports and
quarterly transaction reports described in the Adviser's Code of Ethics.
In reviewing the initial and annual holdings reports and the quarterly
transaction reports (including information related to the establishment of any
new accounts during the review period) required to be submitted by Access
Persons under the Adviser's Code, the Review Officer shall compare, or caused to
be compared through an electronic-review process, the reported personal
securities holdings and transactions of each Access Person with completed and
contemplated portfolio transactions and holdings of the Investment Companies for
which an Adviser is the investment adviser or sub-adviser to determine whether
any holdings or transactions that violate the Code may have occurred (a
"Reviewable Holding" or a "Reviewable Transaction"). In the case of reports of
personal securities holdings or transactions of the Review Officer, the
Alternative Review Officer shall perform such comparison. Before making any
determination that a violation has been committed by any Access Person, the
Review Officer (or Alternative Review Officer, as the case may be) shall provide
such Access Person an opportunity to supply additional explanatory material for
the purposes of demonstrating that such holdings or transactions did not violate
this Code. If the Review Officer determines that a Reviewable Transaction may
have occurred, he or she shall submit his or her written determination, together
with the confidential quarterly report and any additional explanatory material
provided by the Access Person to a designated officer of the Adviser, who shall
make an independent determination of whether a violation of this Code has
occurred.
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B. ADDITIONAL COMPLIANCE PROCEDURES
In addition to the compliance procedures set forth in the Adviser's
Code of Ethics, Access Persons, Advisory Persons and Investment Personnel shall
follow the additional compliance procedures set forth below as applicable.
(1) No Access Person shall recommend any securities transaction
for an Investment Company without having disclosed his or her
interest, if any, in such securities or the issuer thereof,
including without limitation (i) his or her direct or
indirect beneficial ownership of any securities or such
issuer, (ii) any contemplated transaction by such person in
such securities, (iii) any position with such issuer or its
affiliates and (iv) any present or proposed business
relationship between such issuer or its affiliates, on the
one hand, and such person or any party in which such person
has a significant interest, on the other; provided, however,
that in the event the interest of such Access Person in such
securities or issuer is not material to his or her personal
net worth (as determined by the Review Officer) and any
contemplated transaction by such person in such securities
cannot reasonably be expected to have a material adverse
effect on any such transaction by the company or on the
market for the securities generally, such Access Person shall
not be required to disclose his or her interest in the
securities or issuer thereof in connection with any such
recommendation.
(2) No Investment Personnel shall, directly or indirectly,
purchase any security sold in an Initial Public Offering or
secondary public offering of an issuer, regardless of whether
the issue is a "hot issue."
(3) No Investment Personnel shall, directly or indirectly,
purchase any security issued pursuant to a Limited Offering
without obtaining prior written approval from the Review
Officer. In reviewing a request to purchase a security issued
pursuant to a Limited Offering, the Review Officer shall
determine whether the purchase creates or may create a
conflict of interest with an Investment Company warranting
that the request be rejected. For instance, the approval
process will take into account whether the investment
opportunity should be reserved for an Investment Company and
whether the opportunity is being offered to the Investment
Personnel by virtue of his or her position with or
relationship to an Investment Company.
(4) No Investment Personnel shall, directly or indirectly,
purchase or sell any Covered Security in which he or she has,
or by reason of such purchase acquires, any beneficial
ownership interest within a period of seven (7)
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calendar days before and after any Investment Company advised
by such person has purchased or sold such Covered Security.
Any securities transaction by a person in violation of this
Subsection B.4 must be unwound, if possible, and the profits,
if any, must be disgorged to the applicable Investment
Company.
C. PRECLEARANCE PROCEDURE
Until further change, purchases and sales of publicly-traded common
shares of companies that have a market capitalization in excess of $10 billion
shall not be subject to the Adviser's pre-clearance procedures set forth in
Section VII of the Adviser's Code of Ethics.
D. SANCTIONS
Upon discovering a violation of the Adviser's Code or these
Procedures, 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 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 the Code or these Procedures may also result in criminal
prosecution or civil action.
E. AMENDMENTS
These Procedures may be amended by the Adviser from time to time in
its discretion.
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