<DOCUMENT>
<TYPE>EX-99.R1
<SEQUENCE>15
<FILENAME>dex99r1.txt
<DESCRIPTION>EXHIBIT (R)(1)
<TEXT>
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                                                                  EXHIBIT (r)(1)

                                 CODE OF ETHICS

In accordance with Rule 17j-1 under the Investment Company Act of 1940 ("1940
Act"), this Code of Ethics ("CODE") has been adopted by the Board of Directors
of:

(1)  The First Australia Fund, Inc. ("IAF");

(2)  The First Australia Prime Income Fund, Inc. ("FAX");

(3)  The First Commonwealth Fund, Inc. ("FCO");

(4)  EquitiLink Australia Limited ("EAL");

(5)  EquitiLink International Management Limited ("EIML").

The purpose of this CODE is to provide regulations and procedures consistent
with the 1940 Act and Rule 17j-1 designed to give effect to the general
prohibitions set forth in Rule 17j-1.

1.   DEFINITIONS

(1)  Access Person - any director, officer or any Advisory Person of a FUND, EAL
     or EIML.

(2)  Advisory Person - includes: (a) any natural person in a control
     relationship (25% ownership) to a FUND, EAL or EIML who obtains information
     concerning recommendations made to a FUND with regard to the purchase or
     sale of Covered Securities by a FUND; and (b) each employee of a FUND, EAL
     or EIML (or of any company in a control relationship to a FUND, EAL or
     EIML), who, in connection with his or her regular functions or duties,
     makes, participates in, or obtains information regarding the purchase or
     sale of Covered Securities by a FUND or whose functions relate to the
     making of any recommendations with respect to the purchases or sales.

(3)  Beneficial Ownership - generally means having a direct or indirect
     pecuniary interest in a security and is legally defined to be beneficial
     ownership as used in Rule 16a-1(a)(2) under Section 16 of the Securities
     Exchange Act of 1934. Among other things, beneficial ownership is presumed
     regarding securities and accounts held in the name of a spouse or any other
     family member living in the same household. Beneficial ownership also
     extends to transactions by entities over which a person has ownership,
     voting or investment control, including corporations (and similar
     entities), trusts and foundations.

(4)  Compliance Officer - person designated by the Board of Directors of EIML,
     EAL or a FUND to fulfill the responsibilities assigned to the Compliance
     Officer hereunder.

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(5)  Covered Security - any security as defined in Section 2(a)(36) of the 1940
     Act (a broad definition that includes any interest or instrument commonly
     known as a security), but excluding (a) direct obligations of the U.S.
     Government, (b) bankers' acceptances, bank certificates of deposit,
     commercial paper and high quality short-term debt instruments, including
     repurchase agreements, and (c) shares of open-end registered investment
     companies.

(6)  EAL - EquitiLink Australia Limited, the FUNDs' investment adviser.

(7)  EIML - EquitiLink International Management Limited, the FUNDs' investment
     manager.

(8)  FUND - each of IAF, FAX, FCO, and any other trust, fund or investment
     company managed or advised by EIML and/or EAL listed in the Schedule to
     this CODE.

(9)  Initial Public Offering - (a) 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 of 1934, and (b) an initial public
     offering of any shares newly listed on the Australian Stock Exchange or (c)
     a similar offering of securities in another market.

(10) Investment Personnel or Investment Person- (a) any employee of a FUND, EAL
     OR EIML (or of any company in a control relationship to a FUND, EAL OR
     EIML) 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 the FUND; or (b) any natural person who controls a FUND, EAL
     OR EIML and who obtains information concerning recommendations made to the
     FUND regarding the purchase or sale of securities by the FUND.

(11) Limited Offering - a private placement of securities, including 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 that Act.

(12) Security held or to be acquired - any Covered Security that, within the
     most recent 15 days (i) is or has been held by a FUND, (ii) is being
     considered by a FUND or EAL or EIML for purchase by the FUND, or (iii) any
     option to purchase or sell, and any security convertible into or
     exchangeable for, one of the foregoing.

2.   RULE 17J-1

Rule 17j-1(a) of the 1940 Act makes it unlawful for any director, officer or
employee of a FUND, EIML or EAL (as well as other affiliated persons of a FUND,
EIML or EAL), in connection with the purchase and sale by such person of a
"Security held or to be acquired" by that FUND:

(1)  to employ any device, scheme or artifice to defraud the FUND;

(2)  to make to the FUND any untrue statement of a material fact or omit to
     state to the FUND a material fact necessary in order to make the statements
     made, 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 which operates or
     would operate as a fraud or deceit upon the FUND; or

(4)  to engage in any manipulative practice with respect to the FUND.

3.   GENERAL PRINCIPLES

Conflicts of interest may arise when certain Access Persons trade for their own
account. For this reason, all Access Persons and Investment Personnel must, at
all times, adhere to the following duties and obligations.

The following principles shall apply to each Access Person, and each FUND, EIML
and EAL, as applicable, shall be governed by these principles.

(1)  No Access Person shall engage in any act, practice or course of conduct
     that would violate the provisions of Rule 17j-1 set forth above.

(2)  The interests of the FUNDS and their shareholders and investors are
     paramount and come before the interests of any Access Person.

(3)  Personal investing activities of all Access Persons shall be conducted in a
     manner that shall avoid actual or potential conflicts of interest with the
     FUNDS and their shareholders.

(4)  Access Persons shall not use such positions, or any investment
     opportunities presented by virtue of such positions, to the detriment of
     the FUNDS and their shareholders.

4.   SUBSTANTIVE RESTRICTIONS

The following Substantive Restrictions are imposed on personal trading
activities:

(1)  Investments in Initial Public Offerings

     There is generally a prohibition on Investment Personnel from participating
     in Initial Public Offerings. However, an Investment Person may participate
     in Initial Public Offerings if he or she obtains the prior approval of the
     Compliance Officer. The Compliance Officer may approve the participation of
     an Investment Person in the Initial Public Offering if he or she determines
     that it is clear that, in view of the nature of the security, the nature of
     the offering, the market for such security, or other factors deemed
     relevant, such participation by the Investment Person will not create a
     material conflict with a FUND. A record of any decision to permit
     investment by an Investment Person in an Initial Public Offering, and the
     reasons for the decision, shall be kept in accordance with the requirements
     of Section 8(6), below.

(2)  Investments in Limited Offerings

     Investment Personnel must seek prior approval from the Compliance Officer
     for investments in Limited Offerings. Such approval shall take into
     account, among other

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     factors, whether the investment opportunity should be reserved for a FUND
     and whether the opportunity is being offered to such person because of his
     or her position with a FUND, EAL or EIML. A record of any decision to
     permit investment by an Investment Person in a Limited Offering, and the
     reasons for the decision, shall be kept in accordance with the requirements
     of Section 8(6), below.

     Any Investment Person who has been authorized to acquire securities in a
     Limited Offering must disclose his or her interest if he or she is involved
     in a FUND's consideration of an investment in such issuer. Any decision to
     acquire such issuer's securities on behalf of a FUND shall be subject to
     prior review and approval by the Compliance Officer who shall consult with
     Investment Personnel who have no personal interest in the issuer.

(3)  Pre-Clearance

     Each Access Person shall obtain the prior approval of the Compliance
     Officer of all personal securities transactions. The Compliance Officer
     shall approve a transaction if:

     A.   the FUNDS have no intention of acquiring the relevant securities at
          the present time for any of the following reasons:

          (i)  no available uninvested cash; or

          (ii) a FUND's weightings/holdings are such that it would not be
               prudent or in conformity with current asset allocation or current
               investment policy to acquire the relevant securities; or

     B.   the Compliance Officer determines that it is clear that, in view of
          the nature of the security and the market for such security, the
          acquisition of such security by the Access Person will not affect the
          price to be paid or received by a FUND or the availability of such
          security for purchase by a FUND, or

     C.   the Compliance Officer reasonably forms the view that such transaction
          should be approved for such other reasons as he or she may determine.

(4)  Blackout Periods

     The price paid or received by a FUND for any security should not be
     affected by a buying or selling interest on the part of an Access Person,
     or otherwise result in an inappropriate advantage to the Access Person.

     To that end, no Access Person shall enter an order for the purchase or sale
     of a security which a FUND is, or is considering, purchasing or selling
     until the day after the FUND's transactions in that security have been
     completed unless the Compliance Officer determines that it is clear that,
     in view of the nature of the security and the market for such security, the
     order of the Access Person will not affect the price paid or received by
     the FUND.

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(5)  Short Term Trading Profits

     Investment Personnel cannot profit from the purchase and sale, or sale and
     purchase, of the same (or equivalent) securities within seven days of a
     transaction in that security by a Fund unless the prior approval of the
     Compliance Officer is first obtained prior to such purchase and sale. The
     Compliance Officer shall approve such purchase or sale if he determines
     that it is clear that, in view of the nature of the security and the market
     for such security, the trade by the FUND in the relevant security will not,
     or is unlikely to, affect the profit likely to be received by the
     Investment Person from such purchase and sale, or sale and purchase.

     Nothing in this restriction shall be deemed to prohibit avoidance of loss
     through trading within a period shorter than seven calendar days.

(6)  Gifts

     Investment Personnel cannot receive any gift or other thing of more than de
     minimus value from any person or entity that does business with or on
     behalf of any FUND.

     The Compliance Officer's approval is required prior to acceptance of any
     gift or thing of value in excess of US $100.

(7)  No Directorships

     No Investment Personnel shall serve on the boards of directors of publicly
     traded companies, or in any similar capacity, absent the prior approval of
     such service by the Compliance Officer based on a determination that such
     board representation would be consistent with the interest of the FUNDS and
     their shareholders. In the event such a request is approved, procedures
     shall be developed to avoid potential conflicts of interest, including
     conflicts arising from the receipt of material, non-public information.

(8)  Disgorgement

     Any profits derived from securities transactions in violation of paragraphs
     (1), (2), (3), (4) or (5) above, shall be forfeited and paid to the
     appropriate FUND or FUNDS for the benefit of its or their shareholders.

     Gifts accepted in violation of paragraph (6) shall be forfeited, if
     practicable, and/or dealt with in any manner determined appropriate and in
     the best interests of any affected FUND and its shareholders.

(9)  Exempted Transactions

     The provisions of Sections 4(3), 4(4) and 4(5) of this CODE shall not apply
     to purchases or sales of securities that:

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         A        are effected in an account or in a manner over which the
                  indicated Access Person has no direct or indirect influence or
                  control;

         B        are not authorized investments -- that is, securities that a
                  FUND is not permitted to purchase or sell in accordance with
                  its investment policies and restrictions;

         C        are effected pursuant to a systematic dividend reinvestment,
                  cash purchase or withdrawal plan;

         D        are effected in connection with the exercise or sale of rights
                  to purchase additional securities from an issuer and granted
                  by such issuer pro rata to all holders of a class of its
                  securities; or

         E        are direct obligations of the U.S. Government, bankers'
                  acceptances, bank certificates of deposit, commercial paper
                  and high quality short-term debt instruments, including
                  repurchase agreements, or shares of open-end registered
                  investment companies.

(10)     Exempted Persons

         A        The provisions of Sections 4(3) and 4(4) of this CODE shall
                  not apply to any director of a FUND who is not an "interested
                  person" of the FUND (as defined in Section 2(a)(19) of the
                  Investment Company Act of 1940).

         B        The provisions of Sections 4(3), 4(4) and 4(5) of this CODE
                  shall not apply to any officer of a FUND who in connection
                  with his or her regular duties does not obtain information
                  about the purchase or sale of a security of a FUND and whose
                  functions do not relate to the making of such recommendations;
                  except that persons referred to in paragraphs A and B of this
                  Section 4(10) shall not be so exempted with respect to
                  securities transactions where such director or officer knew
                  during the 15 day period immediately preceding or after the
                  date of a transaction in a security by the director or
                  officer, such security is or was purchased or sold by a FUND
                  or a purchase or sale of such security is or was considered by
                  a FUND, EAL or EIML.

5.       ACCESS PERSON REPORTS

To enable each FUND to determine with reasonable assurance whether the
provisions of Rule 17j-1(a) and this CODE are being observed by its Access
Persons, the following reporting requirements apply, except as noted in Section
5(5) below.

(1)      Initial  Holdings Report. Within 10 days of commencement of employment
         by EIML, EAL, or a FUND or otherwise assuming the status of "Access
         Person," and annually thereafter, each Access Person shall disclose in
         writing, in a form acceptable to the Compliance Officer, all direct or
         indirect Beneficial Ownership interests of such Access Person in
         Covered Securities. Information to be reported includes:

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         A.    title, number of shares and principal amount of each Covered
               Security in which the Access Person had any direct or indirect
               Beneficial Ownership interest when the person became an Access
               Person;

         B.    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;

         C.    the date the report is submitted by the Access Person.

(2)      Quarterly Transaction Report. Each Access Person shall report to the
         Compliance Officer within 10 days of the end of each calendar quarter:

         A.    with respect to any transaction during the quarter in a Covered
               Security in which the Access Person had any direct or indirect
               beneficial ownership:

               (i)      the date of the transaction, the title, the interest
                        rate and maturity date (if applicable), the number of
                        shares and the principal amount of each Covered Security
                        involved;

               (ii)     the nature of the transaction (i.e., purchase, sale or
                        any other type of acquisition or disposition);

               (iii)    the price of the Covered Security at which the
                        transaction was effected;

               (iv)     the name of the broker, dealer or bank with or through
                        which the transaction was effected; and

               (v)      the date that the report is submitted by the Access
                        Person.

         B.    with respect to any account established by the Access Person in
               which any securities were held during the quarter for the direct
               or indirect benefit of the Access Person:

               (i)      the name of the broker, dealer or bank with whom the
                        Access Person established the account;

               (ii)     the date the account was established; and

               (iii)    the date that the report is submitted by the Access
                        Person.

(3)      Annual Holdings Report. Each Access Person shall report annually,
         within 10 days of the close of each calendar year, the following
         information, which must be current as of a date no more than 30 days
         before the report is submitted:

         A.    the title, number of shares and principal amount of each Covered
               Security in which the Access Person had any direct or indirect
               beneficial ownership;

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         B.    the name of any broker, dealer or bank with whom the Access
               Person maintains an account in which any securities are held for
               the direct or indirect benefit of the Access Person; and

         C.    the date the report is submitted.

(4)      Any report required to be submitted pursuant to this Section 5 may
         contain a statement that the report will not be construed as an
         admission that the person making the report has any direct or indirect
         beneficial ownership in the Covered Security to which the report
         relates.

(5)      Exceptions from Reporting Requirements.

         A.    A person need not submit reports pursuant to this Section 5 with
               respect to transactions effected for, and Covered Securities held
               in, any account over which the person has no direct or indirect
               influence or control;

         B.    A director of a FUND who is not an "interested person" of the
               FUND (as defined in Section 2(a)(19) of the Investment Company
               Act of 1940), and who would be required to make a report solely
               by reason of being a director of a FUND, need not make:

               (i)  an Initial Holdings Report or an Annual Holdings Report;

               (ii) a Quarterly Transaction Report unless the director knew or,
                    in the ordinary course of fulfilling his or her official
                    duties as a director of a FUND, should have known that,
                    during the 15-day period immediately preceding or after the
                    director's transaction in a Covered Security, the Fund
                    purchased or sold such Covered Security or the Fund or EAL
                    or EIML considered purchasing or selling the Covered
                    Security.

(7)      Any report may contain a statement that the report shall not be
         construed as an admission by the person making such report that he or
         she has any direct or indirect Beneficial Ownership in the security to
         which the report relates.

(8)      Reports under this CODE shall not relieve any Access Person from
         responsibility to report other information required to be reported by
         law or to comply with other applicable requirements of the Federal and
         State securities laws and other laws.

6.       COMPLIANCE PROCEDURES

(1)      Notification to Access Persons: The Compliance officer shall notify
         each Access Person that he or she is subject to this reporting
         requirement, of his or her classification as "Access Person", "Advisory
         Person" and/or "Investment Personnel" under this CODE, and shall
         deliver a copy of this CODE to each Access Person.

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         The Compliance Officer shall annually obtain written assurances from
         each Access Person that he or she is aware of his or her classification
         and obligations under this CODE and has complied with the CODE and with
         its reporting requirements.

(2)      Monitoring of Access Persons: The Compliance Officer shall cause a
         system of monitoring personal investment activity by Access Persons to
         be designed that would identify abusive or inappropriate trading
         patterns or other practices of Access Persons.

         The Compliance Officer shall report on such system to the Board of
         Directors of the FUNDS at the next Board meeting following its design
         and thereafter in connection with the annual review of this CODE.

7.       REPORT TO THE BOARD

The Compliance Officer shall report to the Board of Directors of each FUND at
each meeting regarding the following matters not previously reported:

(1)      significant issues arising under the Code, including material
         violations of the Code, violations that, in the aggregate, are
         material, and any sanctions imposed.

(2)      with respect to any transaction not required to be reported to the
         Board of Directors by the operation of Section 7(1) that the Compliance
         Officer believes nonetheless may evidence violation of this policy.

(3)      the results of monitoring of personal investment activities of Access
         Persons in accordance with the procedures referred to in Section 6(2).

The Board of Directors shall consider reports made to it hereunder and upon
discovering that a violation of this CODE has occurred, the Board of Directors
may impose such sanctions, in addition to any forfeiture imposed pursuant to
Section 4(8) hereof, as it deems appropriate, including, among other things, a
letter of sanction or suspension or termination of the employment of the
violator.

The Compliance Officer shall report to the Board of Directors on an annual basis
concerning existing personal investing procedures, violations during the prior
year and any recommended changes in existing restrictions or procedures.

The Board of Directors shall review the CODE and the operation of these policies
at least once a year.

8.       RECORD-KEEPING

EIML, EAL and the FUNDs shall maintain the following records at their principal
offices:

(1)      this CODE and any related procedures, and any CODE that has been in
         effect during the past five years shall be maintained in an easily
         accessible place;

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(2)      a record of any violation of the CODE and of any action taken as a
         result of the violation, to be maintained in an easily accessible place
         for at least five years after the end of the fiscal year in which the
         violation occurs;

(3)      a copy of each report under this CODE by (or duplicate brokers' advice
         for the account of) an Access Person, to be maintained for at least
         five years after the end of the fiscal year in which the report is
         made, the first two years in an easily accessible place;

(4)      a record of all persons, currently or within the past five years, who
         are or were required to make or to review reports, to be maintained in
         an easily accessible place;

(5)      a copy of each report by the Compliance Officer to the Board of
         Directors, to be maintained for at least five years after the end of
         the fiscal year in which it is made, the first two years in an easily
         accessible place; and

(6)      a record of any decision, and the reasons supporting the decision, to
         approve an acquisition by an Investment Person of securities offered in
         an Initial Public Offering or in a Limited Offering, to be maintained
         for at least five years after the end of the fiscal year in which the
         approval is granted.

9.       APPROVAL REQUIREMENTS

This CODE of EIML, EAL, and the FUNDS and any material changes to the CODE must
be approved, as relevant, by each FUND's Board of Directors. Each such approval
must be based on a determination that the CODE contains provisions reasonably
necessary to prevent Access Persons from engaging in any conduct prohibited by
Rule 17j-1. Before approving a CODE of EIML, EAL, or the FUNDS or any amendment
thereto, the Board of Directors of the FUNDS must receive a certification from
the relevant entity that it has adopted procedures reasonably necessary to
prevent its Access Persons from violating its CODE. Before initially retaining
any investment adviser, sub-adviser or principal underwriter for a FUND, the
FUND's Board of Directors must approve the CODE of the relevant entity (unless
the entity is not required by Rule 17j-1 to adopt a Code of Ethics), and must
approve any material change to that CODE within six months after the adoption of
the change.

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                                    SCHEDULE

                             OTHER FUNDS MANAGED BY
                   EOUITILINK INTERNATIONAL MANAGEMENT LIMITED

The First Asia Income Fund ("FAIF")

                  FUNDS MANAGED BY EOUITILINK AUSTRALIA LIMITED

Wholesale Trusts

EquitiLink Diversified Fund
EquitiLink Balanced (PST) Fund
EquitiLink Australian Equity Fund
EquitiLink Australian Industrials Fund
EquitiLink Australian Resources Fund
EquitiLink Equity Income Fund
EquitiLink SafeLink (Wholesale) Fund
EquitiLink International Equity Fund
EquitiLink Global Resources Fund
EquitiLink Australian Bond Fund
EquitiLink Asian Income Fund

Investment Companies

MaxiLink Limited
eLink Limited
First Australia Prime Income Investment Company Limited

Australian Wholesale Funds - Pooled

Australian Public Superannuation Fund
EquitiLink Retirement Fund

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