EXHIBIT 12(a)(1)
                                                                 SEPTEMBER 2003
                                                    (AS REVISED FEBRUARY, 2004)

                   CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND
                          PRINCIPAL FINANCIAL OFFICERS

I. COVERED OFFICERS/PURPOSE OF THE CODE

         This code of ethics (this "Code") has been adopted by the funds
(collectively, "Funds" and each, "Fund") under supervision of the MFS Funds
Board and Compass Board of Trustees/Managers (the "Boards") and applies to the
Funds' Principal Executive Officer and Principal Financial Officer (the
"Covered Officers" each of whom is set forth in Exhibit A) for the purpose of
promoting:

         o honest and ethical conduct, including the ethical handling of actual
           or apparent conflicts of interest between personal and professional
           relationships;

         o full, fair, accurate, timely and understandable disclosure in
           reports and documents that the Funds file with, or submits to, the
           Securities and Exchange Commission ("SEC") and in other public
           communications made by the Funds;

         o compliance by the Funds with applicable laws and governmental rules
           and regulations;

         o the prompt internal reporting of violations of the Code to an
           appropriate person or persons identified in the Code; and

         o accountability for adherence to the Code.

II. CONDUCT GUIDELINES

         Each Covered Officer should adhere to a high standard of business
ethics and should be sensitive to situations that may give rise to actual as
well as apparent conflicts of interest. In addition, each Covered Officer
should not place his or her personal interests ahead of the Funds' interests
and should endeavor to act honestly and ethically. In furtherance of the
foregoing, each Covered Officer must:

         o not use his or her personal influence or personal relationships
           improperly to influence investment decisions or financial reporting
           for any Fund whereby the Covered Officer would benefit personally to
           the detriment of the Fund; and

         o not cause a Fund to take action, or fail to take action, for the
           individual personal benefit of the Covered Officer rather than the
           benefit the Fund.

         The following activities, which could create the appearance of a
conflict of interest, are permitted only with the approval of the Funds' Chief
Legal Officer ("CLO"):

         o service as a director on the board of any "for profit" company;

         o running for political office;

         o the receipt of any Fund business-related gift in excess of $300;

         o the receipt of any entertainment from any company with which a Fund
           has current or prospective business dealings unless such
           entertainment is business-related, reasonable in cost, appropriate
           as to time and place, and not so frequent as to raise any question
           of impropriety;

         o any material ownership interest in, or any consulting or employment
           relationship with, any Fund service providers (e.g., custodian
           banks, audit firms), other than the Funds' investment adviser,
           principal underwriter, administrator or any affiliated person
           thereof;

         o a direct or indirect financial interest in commissions, transaction
           charges or spreads paid by a Fund for effecting portfolio
           transactions or for selling or redeeming shares, other than an
           interest arising from the Covered Officer's employment or securities
           ownership.

III. DISCLOSURE AND COMPLIANCE

         o Each Covered Officer should familiarize himself or herself with the
           disclosure requirements generally applicable to the Funds;

         o each Covered Officer should not knowingly misrepresent, or cause
           others to misrepresent, facts about a Fund to others, whether within
           or outside the Fund, including to the Fund's trustees and auditors,
           and to governmental regulators and self-regulatory organizations;

         o each Covered Officer should, to the extent appropriate within his or
           her area of Fund responsibility, consult with other officers and
           employees of the Funds and the adviser with the goal of promoting
           full, fair, accurate, timely and understandable disclosure in the
           reports and documents the Funds file with, or submit to, the SEC and
           in other public communications made by the Funds; and

         o it is the responsibility of each Covered Officer to promote
           compliance within his or her area of Fund responsibility with the
           standards and restrictions imposed by applicable laws, rules and
           regulations.

IV. REPORTING AND ACCOUNTABILITY

         Each Covered Officer must:

         o upon adoption of the Code (or thereafter as applicable, upon
           becoming a Covered Officer), affirm in writing to the Boards that he
           or she has received, read, and understands the Code;

         o annually thereafter affirm to the Boards that he or she has complied
           with the requirements of the Code;

         o annually report to the CLO affiliations and relationships which are
           or may raise the appearance of a conflict of interest with the
           Covered Officer's duties to the Funds, as identified in the annual
           Trustee and Officer Questionnaire;

         o not retaliate against any other Covered Officer or any officer or
           employee of the Funds or their affiliated persons for reports of
           potential violations that are made in good faith; and

         o notify the CLO promptly if he or she knows of any violation of this
           Code. Failure to do so is itself a violation of this Code.


The CLO is responsible for applying this Code to specific situations in which
questions are presented under it, granting waivers upon consultation with the
appropriate Board or its designee, investigating violations, and has the
authority to interpret this Code in any particular situation. The CLO will
report requests for waivers to the appropriate Board (or a designee thereof)
promptly upon receipt of a waiver request and will periodically report to the
appropriate Board any approvals granted since the last report.

         The CLO will take all appropriate action to investigate any potential
         violations reported to him or her and to report any violations to the
         appropriate Board. If the Board concurs that a violation has occurred,
         it will consider appropriate action, which may include review of, and
         appropriate modifications to, applicable policies and procedures;
         notification to appropriate personnel of the investment adviser or its
         board; or a recommendation to dismiss the Covered Officer.

         Any changes to or waivers of this Code will, to the extent required,
be disclosed as provided by SEC rules.

V. OTHER POLICIES AND PROCEDURES

         This Code shall be the sole code of ethics adopted by the Funds for
purposes of Section 406 of the Sarbanes-Oxley Act and the rules and forms
applicable to registered investment companies thereunder. Insofar as other
policies or procedures of the Funds, the Funds' adviser, principal underwriter,
or other service providers govern or purport to govern the behavior or
activities of the Covered Officers who are subject to this Code, they are
superseded by this Code to the extent that they overlap or conflict with the
provisions of this Code. The Funds' and their investment adviser's codes of
ethics under Rule 17j-1 under the Investment Company Act and any other codes or
policies or procedures adopted by the Funds or their investment adviser or
other service providers are separate requirements and are not part of this
Code.

VI. AMENDMENTS

         Any amendments to this Code, other than amendments to Exhibit A, must
be approved or ratified by a majority vote of each Board, including a majority
of independent trustees.

VII. CONFIDENTIALITY

         All reports and records prepared or maintained pursuant to this Code
and under the direction of the CLO will be considered confidential and shall be
maintained and protected accordingly. Except as otherwise required by law or
this Code, such matters shall not be disclosed to anyone other than the
appropriate Funds' Board, its counsel, counsel to the Board's independent
trustees and senior management and the board of directors of the Fund's
investment adviser and its counsel.

VIII. INTERNAL USE

         The Code is intended solely for the internal use by the Funds and does
not constitute an admission, by or on behalf of any Fund, as to any fact,
circumstance, or legal conclusion.


                                   EXHIBIT A

                     PERSONS COVERED BY THIS CODE OF ETHICS

Funds' Principal Executive Officer:  Robert J. Manning
Funds' Principal Financial Officer:   Richard M. Hisey