EX-99.CODE ETH


                            SENIOR FINANCIAL OFFICER
                                 CODE OF CONDUCT

I.       INTRODUCTION.

         This code of  conduct  is being  adopted  by the  investment  companies
advised by First Trust Advisors,  L.P.,  from time to time,  (the "FUNDS").  The
reputation and integrity of the Funds are valuable  assets that are vital to the
Funds'  success.  Each officer of the Funds,  and officers and  employees of the
investment adviser to the Funds who work on Fund matters,  including each of the
Funds' senior financial  officers  ("SFOS"),  is responsible for conducting each
Fund's  business  in a manner  that  demonstrates  a  commitment  to the highest
standards of integrity. SFOs include the Principal Executive Officer (who is the
President),  the Controller (who is the principal accounting  officer),  and the
Treasurer (who is the principal financial officer),  and any person who performs
a similar function.

         The Funds,  First Trust Advisors,  L.P. and First Trust Portfolios have
adopted  Codes of Ethics  under Rule 17j-1 under the  Investment  Company Act of
1940 (the "RULE  17J-1  CODE").  These  Codes of Ethics are  designed to prevent
certain  conflicts  of  interest  that may arise when  officers,  employees,  or
directors of the Funds and the  foregoing  entities know about present or future
Fund  transactions  and/or have the power to influence those  transactions,  and
engage in  transactions  with respect to those same securities in their personal
account(s) or otherwise  take  advantage of their  position and  knowledge  with
respect to those  securities.  In an effort to prevent  these  conflicts  and in
accordance with Rule 17j-1,  the Funds adopted their Rule 17j-1 Code to prohibit
transactions  and conduct that create  conflicts  of interest,  and to establish
compliance procedures.

         The  Sarbanes-Oxley  Act of 2002  was  designed  to  address  corporate
malfeasance and to help assure investors that the companies in which they invest
are accurately and completely  disclosing financial  information.  Under Section
406 of the Act, all public  companies  (including  the Funds) must either have a
code of ethics for their SFOs, or disclose why they do not. The Act was intended
to prevent  future  situations  (such as  occurred in  well-reported  situations
involving  such  companies  as Enron and  WorldCom)  where a company  creates an
environment  in which  employees  are afraid to  express  their  opinions  or to
question unethical and potentially illegal business practices.

         The Funds  have  chosen  to adopt a senior  financial  officer  Code of
Conduct to encourage  their SFOs, and other Fund officers and employees of First
Trust  Advisors  or First Trust  Portfolios,  to act  ethically  and to question
potentially  unethical  or illegal  practices,  and to strive to ensure that the
Funds' financial disclosures are complete, accurate, and understandable.

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COMPLIANCE MANUAL                                                   APPENDIX E-4




II.      PURPOSES OF THIS CODE OF CONDUCT.

         The purposes of this Code are:

                A. To promote honest and ethical conduct,  including the ethical
         handling of actual or apparent  conflicts of interest  between personal
         and professional relationships;

                B. To promote full, fair,  accurate,  timely, and understandable
         disclosure  in reports  and  documents  that the Funds  file  with,  or
         submits to, the SEC and in other public communications the Funds make;

                C. To promote  compliance  with  applicable  governmental  laws,
         rules and regulations;

                D. To encourage the prompt internal  reporting to an appropriate
         person of violations of the Code; and

                E. To establish accountability for adherence to the Code.

III.     QUESTIONS ABOUT THIS CODE.

         The Funds' Boards of Trustees have designated Mitchell E. Mohr or other
appropriate  officer  designated by the President of the respective  Funds to be
the Compliance  Coordinator for the  implementation  and  administration  of the
Code.

IV.      HANDLING OF FINANCIAL INFORMATION.

         The Funds have adopted  guidelines  under which its SFOs perform  their
duties.  However, the Funds expect that all officers or employees of the adviser
or  distributor  who  participate  in the  preparation of any part of any Fund's
financial statements follow these guidelines with respect to each Fund:

                A. Act with honesty and integrity  and avoid  violations of this
         Code,  including actual or apparent conflicts of interest with the Fund
         in personal and professional relationships.

                B. Disclose to the Fund's  Compliance  Coordinator  any material
         transaction or relationship  that reasonably  could be expected to give
         rise to any  violations  of the  Code,  including  actual  or  apparent
         conflicts  of  interest  with  the  Fund.  You  should  disclose  these
         transactions  or  relationships  whether you are  involved or have only
         observed  the  transaction  or  relationship.  If it is not possible to
         disclose  the  matter  to the  Compliance  Coordinator,  it  should  be
         disclosed  to the  Fund's  Principal  Financial  Officer  or  Principal
         Executive Officer.

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COMPLIANCE MANUAL                     E-4-2                         APPENDIX E-4



                C.  Provide   information  to  the  Fund's  other  officers  and
         appropriate  employees of service  providers  (adviser,  administrator,
         outside auditor,  outside counsel,  custodian,  etc.) that is accurate,
         complete, objective, relevant, timely, and understandable.

                D.  Endeavor  to  ensure  full,  fair,  timely,   accurate,  and
         understandable disclosure in the Fund's periodic reports.

                E. Comply with the federal  securities laws and other applicable
         laws and rules, such as the Internal Revenue Code.

                F. Act in good faith, responsibly, and with due care, competence
         and diligence,  without misrepresenting material facts or allowing your
         independent judgment to be subordinated.

                G. Respect the  confidentiality  of information  acquired in the
         course of your work except  when you have Fund  approval to disclose it
         or where  disclosure  is otherwise  legally  mandated.  You may not use
         confidential  information  acquired  in the  course  of your  work  for
         personal advantage.

                H. Share and  maintain  skills  important  and  relevant  to the
         Fund's needs.

                I. Proactively promote ethical behavior among peers in your work
         environment.

                J. Responsibly use and control all assets and resources employed
         or entrusted to you.

                K.  Record or  participate  in the  recording  of entries in the
         Fund's  books  and  records  that  are  accurate  to the  best  of your
         knowledge.

V.       WAIVERS OF THIS CODE.

         SFOs and other  parties  subject to this Code may request a waiver of a
provision of this Code (or certain  provisions of the Fund's Rule 17j-1 Code) by
submitting   their  request  in  writing  to  the  Compliance   Coordinator  for
appropriate review. An executive officer of the Fund or the Audit Committee will
decide whether to grant a waiver.  All waivers of this Code must be disclosed to
the Fund's  shareholders  to the  extent  required  by SEC  rules.  A good faith
interpretation of the provisions of this Code,  however,  shall not constitute a
waiver.

VI.      ANNUAL CERTIFICATION.

         Each SFO will be asked to certify on an annual  basis that he/she is in
full compliance with the Code and any related policy statements.

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COMPLIANCE MANUAL                     E-4-3                         APPENDIX E-4


VII.     REPORTING SUSPECTED VIOLATIONS.

          A. SFOs or other officers of the Funds or employees of the First Trust
group who work on Fund matters who observe, learn of, or, in good faith, suspect
a violation of the Code MUST immediately  report the violation to the Compliance
Coordinator, another member of the Funds' or First Trust's senior management, or
to the  Audit  Committee  of the Fund  Board.  An  example  of a  possible  Code
violation  is the  preparation  and filing of  financial  disclosure  that omits
material  facts,  or that is accurate but is written in a way that  obscures its
meaning.

          B.  Because  service  providers  such  as  an  administrator,  outside
accounting  firm, and custodian  provide much of the work relating to the Funds'
financial statements,  you should be alert for actions by service providers that
may be illegal,  or that could be viewed as dishonest or unethical conduct.  You
should report these actions to the Compliance  Coordinator  even if you know, or
think,  that the  service  provider  has its own code of ethics  for its SFOs or
employees.

          C. SFOs or other  officers  or  employees  who  report  violations  or
suspected  violations  in good faith will not be subject to  retaliation  of any
kind.  Reported  violations will be investigated and addressed promptly and will
be treated confidentially to the extent possible.

VIII.    VIOLATIONS OF THE CODE.

          A. Dishonest, unethical or illegal conduct will constitute a violation
of this  Code,  regardless  of  whether  this Code  specifically  refers to that
particular conduct. A violation of this Code may result in disciplinary  action,
up to and including  termination of  employment.  A variety of laws apply to the
Funds and their operations, including the Securities Act of 1933, the Investment
Company Act of 1940,  state laws  relating to duties owed by Fund  directors and
officers,  and criminal laws. The federal securities laws generally prohibit the
Funds from making material  misstatements  in its prospectus and other documents
filed with the SEC, or from omitting to state a material  fact.  These  material
misstatements and omissions include financial  statements that are misleading or
omit materials facts.

          B.  Examples  of  criminal  violations  of the law  include  stealing,
embezzling,  misapplying  corporate  or bank  funds,  making  a  payment  for an
expressed  purpose on a Fund's behalf to an individual who intends to use it for
a different purpose; or making payments,  whether corporate or personal, of cash
or other items of value that are intended to  influence  the judgment or actions
of political  candidates,  government officials or businesses in connection with
any of the  Funds'  activities.  The Funds must and will  report  all  suspected
criminal violations to the appropriate authorities for possible prosecution, and
will investigate, address and report, as appropriate, non-criminal violations.