<PAGE> 1
Exhibit p(7)(b)
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.
<PAGE> 2
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)
-2-
<PAGE> 3
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.
-3-
