Exhibit 14.1

Adopted: 2/20/04

Code of
Ethical Conduct

INTRODUCTION

A.G. Edwards
strives to be the firm investors think of first when seeking help to achieve their
financial objectives. This goal can only be attained if clients trust that A.G.
Edwards and its employees operate in a manner that puts the clients' interests first.
As a result, and as stated in the firm's Mission Statement, the highest standard of
ethical conduct is expected of all A.G. Edwards personnel.

While no code
can ever replace the appropriate, thoughtful and ethical behavior of a director,
officer or employee, the following Code of Ethical Conduct provides basic principles
to help firm representatives recognize a variety of ethical issues and deal with them
appropriately. Directors, officers and employees should always rely on
professionalism, good judgment, common sense and personal integrity to determine
proper conduct in specific situations. Specific questions about the interpretation
of this Code should be directed to the Law & Compliance Division.

The Code of
Ethical Conduct applies to A.G. Edwards, Inc. and all of its subsidiaries
(collectively, A.G. Edwards) in the United States and throughout the world.

CONFLICTS OF
INTEREST

A
conflict of interest occurs when an individual's personal interests
interfere - or even appear to interfere - in any way with the best interests of A.G.
Edwards, its clients, its shareholders or other relevant stakeholders.

A conflict of
interest can arise when an employee, officer or director takes actions or has interests
that place his or her interests opposite the interests of A.G. Edwards or otherwise
make it difficult to perform his or her work at A.G. Edwards objectively and
effectively. Such conflicts also may arise when a director, officer or employee
- or a member of his or her family - receives improper personal benefits in connection
with his or her employment at A.G. Edwards.

Without the
approval of A.G. Edwards, every A.G. Edwards director, officer and employee
must avoid activities, interests, associations or outside business interests that
are conflicts of interest. To ensure compliance with this policy, all officers and
employees are required to obtain A.G. Edwards' written approval prior to engaging
in any outside business activity, political activity, political contribution, or
private investment to the extent provided in A.G. Edwards' policies from time to
time. Disclosure and subsequent approval requirements extend to outside interests
or activities that existed prior to a director's, an officer's or an employee's
affiliation with A.G. Edwards.

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When
necessary, A.G. Edwards' officers and employees should refer to A.G. Edwards'
policy on gifts to and from clients or third parties. They may also contact the Sales
Practice group of the Compliance Department to determine the appropriateness of giving
or receiving any item of value, including entertainment, lodging,
transportation, loans, guarantees of obligations, or other accommodations, under
applicable laws and regulations and A.G. Edwards' policies.

Loans from A.G.
Edwards to directors and officers are prohibited to the extent prohibited in the
Sarbanes-Oxley Act of 2002 or other applicable law or regulation.

CORPORATE
OPPORTUNITIES

A.G. Edwards
directors, officers and employees owe a duty to A.G. Edwards to advance A.G. Edwards'
legitimate interests, to the best of their abilities, when the opportunity arises.
Therefore, A.G. Edwards directors, officers and employees are prohibited from taking
for themselves opportunities that are discovered through the use of corporate
property, information or position with A.G. Edwards unless approved by A.G. Edwards.
Directors, officers and employees are further prohibited from using A.G. Edwards
property, information or position at A.G. Edwards for personal gain or to compete with
A.G. Edwards.

CONFIDENTIALITY

Directors,
officers and employees are obligated to maintain the confidentiality of information
entrusted to them by A.G. Edwards, its vendors and/or other employees. Directors,
officers and employees must further abide by A.G. Edwards' Privacy Policy as it pertains
to the handling of non-public, client information, and must maintain the
confidentiality of information concerning other employees that they receive in
performing their jobs. Exceptions to the non-disclosure of such information must be
authorized by A.G. Edwards' management or mandated by legal or regulatory entities.

No A.G. Edwards
representative may provide non-public information to persons or organizations outside
A.G. Edwards, including the media, unless authorized to do so. Should an A.G. Edwards
representative receive an inquiry from the media, that inquiry should be referred
immediately to the Public Relations Group in Corporate Communications. Any inquiry
concerning A.G. Edwards' securities should be referred immediately to Investor
Relations.

Questions about
the confidentiality or materiality of any information should be referred either to the
appropriate management or to the Director of Law and Compliance for A.G. Edwards.

These
restrictions regarding confidentiality apply to confidential information received
by employees or officers prior to their employment with A.G. Edwards and continue after
their employment with A.G. Edwards ends.

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FAIR DEALING

To remain true
to A.G. Edwards' Mission Statement and the Golden Rule philosophy that
guide A.G. Edwards' actions, every A.G. Edwards director, officer and employee must
deal fairly with A.G. Edwards' clients, vendors, competitors and employees. No A.G.
Edwards representative should endeavor to take unfair advantage of anyone through
manipulation, concealment, abuse of privileged information, misrepresentation of
material facts, or any other unfair practice. The adoption of this Code shall not
alter existing legal rights and obligations of A.G. Edwards or its employees,
including that employment is at will unless specifically agreed to the
contrary in writing.

All A.G.
Edwards representatives must avoid unfair competitive practices and should comply with
all applicable antitrust laws as well as fair-competition laws and regulations. This
obligation extends to A.G. Edwards' marketing and advertising materials, which also
must comply with all applicable laws, regulations and A.G. Edwards' policies. If a
third party should attempt to engage A.G. Edwards or any of its representatives in
activities that would violate A.G. Edwards' fair dealing policies, the involved
representative(s) should immediately terminate all conversations with the third party
in question and report the incident immediately to the Director of Law and Compliance.

When conducting
business with other A.G. Edwards representatives, all officers and employees should
abide by the Personal Guidelines and Workplace Behavior policies stated in the A.G.
Edwards Employee Handbooks.

PROTECTION
AND PROPER USE OF COMPANY ASSETS

A.G. Edwards
directors, officers and employees must protect A.G. Edwards' assets and ensure their
efficient use. They are further obligated to ensure that all of A.G. Edwards' assets
are used for legitimate business purposes. These assets include, but are not
limited to, A.G. Edwards' physical and intellectual property such as confidential and
proprietary information; capital; equipment and facilities; trademarks and service
marks; technology; business plans; trade secrets; new ideas, products and services;
copyrightable materials; and client and prospective-client lists. Any improper use of
A.G. Edwards' assets is prohibited and may be unlawful.

This policy
extends to the authorized and appropriate use of intellectual property of other parties.

Any questions
about the appropriate use of assets should be directed to the Sales Practice Group of the
Compliance Department.

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COMPLIANCE
WITH LAWS, RULES AND REGULATIONS

It is A.G.
Edwards' policy that its directors, officers and employees comply with all federal,
state, local and international laws (including insider-trading laws) as well as
regulations that govern the conduct of its business. This policy extends to full
compliance with federal, state and international laws prohibiting money laundering
and with the safeguards included in the USA Patriot Act.

As part of A.G.
Edwards' commitment to comply with all laws and regulations governing its business
conduct, any violations of such laws and regulations, or any actions directed toward
another employee in retaliation for reporting of such violations, may result in
immediate disciplinary action, up to and including termination, and may result in
the reporting of such conduct to governmental, regulatory and/or law enforcement
agencies.

INSIDER
TRADING

If an employee
has material, non-public information relating to A.G. Edwards, it is A.G. Edwards'
policy that neither the employee, nor any person related to the employee, may buy or
sell securities of A.G. Edwards or engage in any other action to take advantage of,
or pass on to others, that information. This policy also applies to trading in the
securities of any other company, including those of A.G. Edwards' clients or vendors,
if an employee has material, non-public information about that company that the
employee obtained in the course of his or her employment at A.G. Edwards. Violations
of insider-trading laws may be punishable by fines and imprisonment by applicable
authorities and termination of employment or other disciplinary action by A.G. Edwards.

Directors and
all employees including executive officers are to abide by these same policies in
addition to the insider-trading regulations set forth under Section 16(a) of the
Securities Exchange Act of 1934.

REPORTING
ILLEGAL OR UNETHICAL BEHAVIOR

Any director,
officer or employee who believes that he or she has witnessed, or has knowledge of,
conduct that is illegal, improper or unethical should report the conduct, using the
procedure described in Section 2(A) of the A.G. Edwards Policy on Ethical Behavior and
Anti-Retaliation.

Under the
policy, A.G. Edwards has established a number of channels to report the suspicion
of illegal, improper or unethical conduct, including reporting such conduct to the
representative's immediate supervisor, his or her immediate supervisor's manager or
the manager of Internal Audit; via an A.G. Edwards toll-free telephone number; or
through a written report to a designated A.G. Edwards address.

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It is unlawful
and a violation of the policies of A.G. Edwards to retaliate against or adversely treat
any employee who acted in good faith to satisfy his or her obligations under this
policy by reporting conduct he or she believes to be illegal, improper or
unethical. A.G. Edwards strictly prohibits such acts. Any act of retaliation or
adverse action may result in disciplinary action, including termination of employment.

Company
representatives should refer to the A.G. Edwards Policy on Ethical Behavior and
Anti-Retaliation or contact their supervisor or the Internal Audit Department if they
have any questions.

OTHER
POLICIES

A.G. Edwards
firmly embraces its responsibility to ensure its financial practices and policies
fulfill the obligations to shareholders, clients, employees, governmental
entities and regulatory authorities. A.G. Edwards has adopted a Financial Code of
Ethical Conduct for individuals serving as Chief Executive Officer, Chief
Financial Officer, Principal Accounting Officer, Controller, Director of Tax and
Director of Regulatory Accounting.

WAIVER

Any waiver of
this Code of Ethical Conduct for a director or any executive officer may only be made
by the Board of Directors or a committee of the Board of Directors and, if made, shall
be promptly disclosed to shareholders.

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