<DOCUMENT>
<TYPE>EX-99.102P3 CERT
<SEQUENCE>5
<FILENAME>p3a677.txt
<TEXT>
                              SUB-ITEM 102P3(a)(6)

                          MFS Multimarket Income Trust
                                                     September, 2003

                   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:  John W. Ballen
Funds' Principal Financial Officer:   Richard M. Hisey




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