<DOCUMENT>
<TYPE>EX-99.77P EXMPT INFO
<SEQUENCE>5
<FILENAME>p3102a6.txt
<TEXT>
                              SUB-ITEM 102P3(a)(6)

                           MFS Municipal 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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