MASSACHUSETTS FINANCIAL SERVICES COMPANY
MFS FUNDS
STATEMENT OF POLICY ON
PERSONAL SECURITIES TRANSACTIONS
(Code of Ethics)
As Adopted by the MFS Audit Committee
and the Boards of Trustees/Managers of the MFS Funds
Effective as of September 1, 2000
As an investment advisory organization with substantial
responsibilities to clients, Massachusetts Financial Services Company ("MFS")
has an obligation to implement and maintain a meaningful policy governing the
securities transactions of its Directors, officers and employees ("MFS
representatives").1 In addition, each of the investment companies registered
under the Investment Company Act of 1940, as amended (the "1940 Act"), with
respect to which MFS, or a subsidiary of MFS, acts as investment adviser
(collectively, the "MFS Funds") is required to adopt such a policy governing the
securities transactions of its Trustees and officers ("Fund representatives").
Accordingly, this policy has been adopted by the MFS Audit Committee and by each
of the MFS Funds. This policy is intended to minimize conflicts of interest, and
even the appearance of conflicts of interest, between members of the MFS
organization and its clients in the securities markets as well as to effect
compliance with the 1940 Act, the Investment Advisers Act of 1940, as amended,
and the Securities Exchange Act of 1934, as amended. This policy inevitably will
restrict MFS representatives and Fund representatives in their securities
transactions, but this is the necessary consequence of undertaking to furnish
investment advice to clients or serving as a Fund representative. In addition to
complying with the specific rules, all MFS representatives and Fund
representatives must be sensitive to the need to recognize any conflict, or the
appearance of conflict, of interest whether or not covered by the rules. When
such situations occur, the interests of the MFS Funds and MFS' other clients
must supersede the interest of MFS representatives and Fund representatives.
1. General Fiduciary Principles. All personal investment activities
conducted by MFS representatives and Fund representatives are subject to
compliance with the following principles: (i) the duty at all times to place the
interests of MFS' clients first; (ii) the requirement that all personal
securities transactions be conducted consistent with this Code of Ethics and in
such a manner as to avoid any actual or potential conflict of interest or any
abuse of an individual's position of trust and responsibility; and (iii) the
fundamental standard that MFS representatives and Fund representatives should
not take inappropriate advantage of their positions.
2. Applicability of Restrictions and Procedures.
Categories of Personnel. In recognition of the different circumstances
surrounding each MFS representative's and Fund representative's employment or
position, various categories of representatives are subject to different
restrictions under this Code of Ethics. For purposes of applying this Code of
Ethics, MFS representatives and Fund representatives are divided into the
general categories of Portfolio Managers, Investment Personnel, Access Persons2
and Non-Access Persons, as each such term is defined in Appendix A to this Code
of Ethics, as amended from time to time by the MFS Audit Committee and the MFS
Funds. Any Fund representative who is also an MFS representative shall be
subject to all requirements applicable to MFS representatives.
Note: Any Non-Access Person who receives any information about any
particular investment recommendation or executed or proposed transaction for any
MFS client is required to comply with all preclearance and other requirements of
this Code of Ethics applicable to Access Persons.
Beneficial Ownership. The requirements of this Code of Ethics apply to
any account in which an MFS representative or Fund representative has (i)
"direct or indirect beneficial ownership" or (ii) any "direct or indirect
influence or control." Under applicable SEC interpretations, such "beneficial
ownership" includes accounts of a spouse, minor children and dependent relatives
resident in the MFS representative's or Fund representative's house, as well as
any other contract, relationship, understanding or other arrangement which
results in an opportunity for the MFS representative or Fund representative to
profit or share profits from a transaction in securities.3
Securities. As used in this Code of Ethics, the term "securities"
includes not only publicly traded equity securities, but also privately issued
equity securities, limited partnership interests, shares of closed-end funds,
fixed income securities (including municipal bonds and many types of U.S.
Government securities), futures, options, warrants, rights, swaps, commodities
and other similar instruments. Moreover, the restrictions of this Code of Ethics
apply to transactions by Access Persons involving securities and other
instruments related to, but not necessarily the same as, securities held or to
be acquired on behalf of an MFS client. (See Section 7 for certain exceptions)
3. Restrictions on Personal Securities Transactions.
All Access Persons. No Access Person shall trade in any security which
is subject to a pending "buy" or "sell" order, or is being considered for
purchase or sale,4 for a client of MFS until the second business day after such
order is executed or withdrawn or such a transaction is no longer being
considered. In addition, no Access Person shall trade in any security until the
third business day after a research note with respect to such security has been
issued or revised.
Investment Personnel. No Investment Personnel shall trade in any
security after an MFS client trades in such security or such security has been
considered for purchase or sale on behalf of an MFS client until: (i) the second
business day following such trade or consideration (in the case of a proposed
trade by an Investment Personnel in the same direction as the MFS client); or
(ii) the eighth calendar day thereafter (in the case of a proposed trade by an
Investment Personnel in the opposite direction from the MFS client's trade).
Portfolio Managers. No Portfolio Manager shall trade in any security
within at least seven calendar days before or after an MFS client whose account
he or she manages trades in such security or such security has been considered
for purchase or sale on behalf of such an MFS client. Portfolio Managers shall
not be permitted to sell for their own account securities that are held in an
MFS client account that he or she manages. Any Portfolio Manager who feels
inequitably burdened by this restriction may present a written request for an
exemption from the MFS Equity Management Committee.5 The Committee may, in its
sole discretion, grant appropriate exceptions where warranted by special facts
and circumstances (e.g. selling securities to settle an estate or to acquire a
residence).
Disgorgement of Profits; Confidentiality. Any profits realized on
trades within these proscribed periods must be disgorged to the affected MFS
client or, in the event that the amount to be disgorged is relatively minor or
difficult to allocate, to charity. In addition, no MFS representative shall
provide any information about such transaction or recommendation to any person
other than in connection with the proper execution of such purchase or sale for
an MFS client's account.
Short Sales. No Access Person shall effect a short sale in any security
held in a portfolio managed by MFS.
Options and Futures Transactions. Access Persons may purchase (to open)
and sell (to close) call and put options and futures contracts on
securities, subject to the preclearance and other requirements of this
Code of Ethics; however, an Access Person may neither buy a put option
nor write (sell to open) options and futures contracts, in each case on
any security held in a portfolio managed by MFS. In the case of
purchased put and call options, the preclearance of the exercise of
such options as well as their purchase and sale, is required.
Preclearance of the exercise of purchased put and call options shall be
requested on the day before the proposed exercise or, if notice to the
writer of such options is required before the proposed exercise date,
the date before notice is proposed to be given, setting forth the
proposed exercise date as well as the proposed notice date.6 Purchases
and sales of options or futures contracts to "close out" existing
options or futures contracts must be precleared.7
Initial Public Offerings. The purchase by Access Persons of securities
(other than securities of registered open-end investment companies)
offered at fixed public offering price by underwriters or a selling
group is prohibited.8 Rights (including rights purchased to acquire an
additional full share) issued in respect of securities any Access
Persons owns may be exercised, subject to preclearance; the decision
whether or not to grant preclearance shall take into account, among
other factors, whether the investment opportunity should be reserved
for an MFS client and whether the investment opportunity is being or
was offered to the individual by virtue of his or her position with
MFS.
Private Placements. Any acquisition by Access Persons of securities
issued in a private placement is subject to prior approval with the
Compliance Department in consultation with the Legal Department and
other appropriate parties. The decision whether or not to grant
approval shall take into account, among other factors, whether the
investment opportunity should be reserved for an MFS client and whether
the investment opportunity is being offered to the individual by virtue
of his or her position with MFS. Investment Personnel who have been
approved to acquire securities in a private placement are required to
disclose that investment when they play a part in any subsequent
consideration of an investment in the issuer for an MFS client. In such
circumstances, the decision to purchase securities of the issuer for
the MFS client shall be subject to an independent review by Investment
Personnel with no personal interest in the issuer.
Note: Acquisitions of securities in private placements by country
clubs, yacht clubs, restaurants and other similar entities need not be
pre-approved, but are subject to the reporting, disclosure and
independent review requirements.
Prohibition on Short-Term Trading Profits. All Investment Personnel are
prohibited from profiting in the purchase and sale, or sale and
purchase, of the same (or equivalent) securities within 60 calendar
days. Any profits realized on such short-term trades must be disgorged
to the affected MFS client (if any) or, in the event that the amount to
be disgorged is relatively minor or difficult to allocate, to charity.
This restriction on short-term trading profits shall not apply to
transactions exempt from preclearance requirements, as described in
Section 7 below.
It is expected that all MFS representatives will follow these
restrictions in good faith and conduct their personal trading in keeping with
the intended purpose of this Code of Ethics. Any individual should feel free to
take up with the MFS Audit Committee any case in which he or she feels
inequitably burdened by these policies.9 The MFS Audit Committee may, in its
sole discretion, grant appropriate exceptions from the requirements of this Code
of Ethics where warranted by applicable facts and circumstances.
4. Preclearance Requirements. In order to facilitate compliance with
this Code of Ethics, preclearance requests must be made and approved before any
transaction may be made by an Access Person or for any other account
beneficially owned by an Access Person. A preclearance request in the form set
forth in MFS' automated Code of Ethics system, as amended from time to time,
should be completed and submitted electronically for any order for an Access
Person's own account or one described in Section 2 above, or, in the case of an
Access Person who wishes to preclear while outside of the Boston area, should
either: (i) be completed in the form attached hereto, as amended from time to
time, signed and submitted by facsimile machine, to the Compliance Department;
or (ii) be submitted by telephone call to the Compliance Department. Any
preclearance request received before 3:00 p.m. on a business day will be
responded to as soon as available on the following business day. Preclearance
requests will be reviewed by Equity and Fixed Income Department personnel who
will be kept apprised of recommendations and orders to purchase and sell
securities on behalf of MFS clients, the completion or cancellation of such
orders and the securities currently held in portfolios managed by MFS. Their
advice will be forwarded to the Compliance Department.
Maximum Number of Preclearance Requests. The preclearance process
imposes significant burdens on the investment and administrative departments
within MFS. Accordingly, no Access Person may submit more than twenty (20)
preclearance requests in any calendar quarter. In special circumstances the MFS
Audit Committee may, in its sole discretion, grant temporary exceptions from
this restriction where warranted by applicable facts and circumstances.10
An Access Person who obtains electronic or written notice from the
Compliance Department indicating consent to an order which the Access Person
proposes to enter for his or her own account or one described in Section 2 above
may execute that order only on the day when such notice is received unless
otherwise stated on the notice. Such notices will always be electronic or in
writing; however, in the case of an Access Person who wishes to preclear a
transaction while outside the Boston area, the Compliance Department will also
provide oral confirmation of the content of the written notice.
Preclearance requests may be denied for any number of appropriate
reasons, most of which are confidential. For example, a preclearance request for
a security that is being considered for purchase or sale on behalf of an MFS
client may be denied for an extended period. Accordingly, an Access Person is
not entitled to receive any explanation or reason if his or her preclearance
request is denied, and repetitive requests for an explanation by an Access
Person will be deemed a violation of this Code of Ethics.
Securities Subject to Automatic Purchases and Sales for MFS Clients.
Certain MFS funds and institutional accounts are managed such that the
securities held in such portfolios are regularly purchased or sold on
an equal proportionate basis so as to preserve specified percentage
weightings of such securities across such portfolios. Requests to
preclear purchases of securities held in such portfolios will be
denied. Requests to sell such securities may be granted, subject to the
standard preclearance requirements.
Gifts and Transfers. A gift or transfer shall be excluded from the
preclearance requirements provided that the recipient represents in
writing that he, she, they or it has no present intention of selling
the donated security.
MFS Closed-End Funds. All transactions effected by any MFS
representative in shares of any closed-end fund for which MFS or one of
its affiliates acts as investment adviser shall be subject to
preclearance and reporting in accordance with this Code of Ethics.
Non-Access Persons are exempt from the preclearance and reporting
requirements set forth in this Code of Ethics with respect to
transactions in any other type of securities, so long as they have not
received any information about any particular investment recommendation
or executed or proposed transaction for any MFS client with respect to
such security.
5. Duplicate Confirmation Statement Requirement. In order to implement
and enforce the above policies, every Access Person shall arrange for his or her
broker to send MFS duplicate copies of all confirmation statements issued with
respect to the Access Person's transactions and all periodic statements for such
Access Person's securities accounts (or other accounts beneficially owned by
such Access Person). The Compliance Department will coordinate with brokerage
firms in order to assist Access Persons in complying with this requirement.
6. Reporting Requirement. Each Access Person shall report on or before
the tenth day of each calendar quarter any securities transactions during the
prior quarter in accounts covered by Section 2 above. Employees who fail to
complete and file such quarterly reports on a timely basis will be reported to
the MFS Audit Committee and will be subject to sanctions. Reports shall be
reviewed by the Compliance Department.
Any reports filed by a "Disinterested Trustee" (as such term is defined
in Section 12 below) shall be reviewed by the Secretary of the Fund. If the
Secretary of the Fund determines that a violation of this Code of Ethics may
have occurred, he shall submit the pertinent information to counsel for the
Disinterested Trustees. Such counsel shall determine whether a material
violation of this Code of Ethics may have occurred, after considering all
available exemptions and providing the Disinterested Trustee involved with an
opportunity to supply additional information regarding the transaction in
question. If such counsel determines that a material violation of this Code of
Ethics has occurred, they shall so advise the Chairman or President of the Fund
and an ad hoc committee consisting of the Disinterested Trustees of the Fund,
other than the involved Disinterested Trustee, and shall provide the committee
with a report of the matter, including any additional information supplied by
the involved Disinterested Trustee. The committee may impose such sanction as it
deems appropriate.
In filing the reports for accounts within these rules, please note:
(i) Each Access Person must file a report for every calendar quarter
even if he or she had no reportable transactions in that
quarter; all such reports shall be completed and submitted in
the form set forth in MFS' automated Code of Ethics system.
(ii) Reports must show any sales, purchases or other acquisitions or
dispositions, including gifts, exercises of conversion rights
and exercises or sales of subscription rights. See Section 7
below for certain exceptions to this requirement.
(iii) Reports will be treated confidentially unless a review of
particular reports with the representative is required by the
MFS Audit Committee or for legal or compliance purposes.
(iv) Reports are made available for review by the Boards of
Trustees/Managers of the MFS Funds upon their request.
Note: Any Access Person who maintains all of his or her personal
securities accounts with one or more broker-dealer firms that send
confirmation and periodic account statements in an electronic format
approved by the Compliance Department, and who arranges for such firms
to send such statements (no less frequently than quarterly) required by
Section 5 above, shall not be required to prepare and file the
quarterly reports required by this Section 6. However, each such Access
Person shall be required to verify the accuracy and completeness of all
such statements on at least an annual basis.
7. Certain Exceptions.
Mutual Funds. Transactions in shares of any open-end investment companies,
including funds for which the MFS organization is investment adviser, need not
be precleared or reported.
Closed-End Funds. Automatic reinvestments of distributions of
closed-end funds advised by MFS pursuant to dividend reinvestment plans of such
funds need only be reported. All other closed-end fund transactions must be
precleared and reported.
MFS and Sun Life Common Stock. Transactions in shares of stock of MFS
need not be precleared or reported. Note, however, that transactions in shares
of stock of Sun Life Financial Services of Canada Inc. are subject to
preclearance with the Compliance Department.
Large Capitalization Stocks. Transactions in securities issued by
companies with market capitalizations of at least $5 billion generally will be
eligible for automatic preclearance (subject to certain exceptions), but must be
reported and are subject to post-trade monitoring. The Compliance Department
will maintain a list of issuers that meet this market capitalization
requirement. A preclearance request for a large capitalization company will be
denied whenever deemed appropriate.
U.S. Government Securities. Transactions in U.S. Treasury securities and
other U.S. Government obligations (including options and futures contracts and
other derivatives with respect to such securities and obligations) need not be
precleared or reported.
Dividend Reinvestment Plans. Automatic reinvestments of dividends in
shares of common stock of public companies often are eligible for an exemption
from preclearance. Any requests for exemptions should be directed to the
Compliance Department.
Other Exceptions. Transactions in money market instruments and in
options on broad-based indices need not be precleared, although such
transactions must be reported. The types of instruments and indices that are
eligible for this exception are constantly developing; the Compliance Department
maintains the definitive list of eligible instruments and indices. In addition,
the following types of transactions need not be precleared or reported: (i)
stock dividends and stock splits; (ii) foreign currency transactions; and (iii)
transactions in real estate limited partnership interests. For other exceptions
from preclearance or reporting, an MFS representative may contact the Compliance
Department.
8. Disclosure of Personal Securities Holdings. All Access Persons are
required to disclose all personal securities holdings within 10 days after
becoming an Access Person (i.e. upon commencement of employment with MFS or
transfer within MFS to an Access Person position) and thereafter on an annual
basis. Reports shall be reviewed by the Compliance Department.
9. Gifts, Entertainment and Favors. MFS representatives must not make
business decisions that are influenced or appear to be influenced by giving or
accepting gifts, entertainment or favors. Investment Personnel are prohibited
from receiving any gift or other thing of more than de minimis value from any
person or entity that does business with or on behalf of MFS or its clients.
Invitations to an occasional meal, sporting event or other similar activity will
not be deemed to violate this restriction unless the occurrence of such events
is so frequent or lavish as to suggest an impropriety.
10. Service as a Director. All MFS representatives are prohibited from
serving on the boards of directors of commercial business enterprises, absent
prior authorization by the Management Group based upon a determination that the
board service would be consistent with the interests of MFS' clients. In the
relatively small number of instances in which board service is authorized, MFS
representatives serving as directors may be isolated from other MFS
representatives through "Chinese Wall" or other appropriate procedures.
11. Certification of Compliance with Code of Ethics. All MFS
representatives and Fund representatives (including Non-Access Persons) shall be
required to certify annually that (i) they have read and understand this Code of
Ethics and recognize that they are subject to its requirements applicable to
them and (ii) they have complied with all requirements of this Code of Ethics
applicable to them, and (in the case of Access Persons) have reported all
personal securities transactions (whether pursuant to quarterly reports from the
Access Person or duplicate confirmation statements and periodic reports from the
Access Person's broker-dealer) required to be reported pursuant to this Code of
Ethics. This certification shall apply to all accounts beneficially owned by an
MFS representative or Fund representative.
12. Boards of Trustees/Managers of MFS Funds. Any material amendment to
this Code of Ethics shall be subject to the approval by each of the Boards of
Trustees/Managers (including a majority of the Disinterested Trustees/Managers
on each such Board) of each of the MFS Funds. In addition, on at least an annual
basis, MFS shall provide each such Board with a written report that: (i)
describes issues that arose during the preceding year under this Code of Ethics,
including without limitation information about any material violations of this
Code of Ethics and any sanctions imposed with respect to such violations; and
(ii) certifies to each such Board that MFS has adopted procedures reasonably
necessary to prevent Access Persons from violating this Code of Ethics.
Notwithstanding any provision to the contrary in this Code of Ethics,
any Trustee/Manager of an MFS Fund who is not an "interested person" of such
Fund within the meaning of Section 2(a)(19) of the Investment Company Act (each
a "Disinterested Trustee") shall not be subject to any of the requirements set
forth in Sections 3, 4, 5, 8, 9, 10 or 11 of this Code of Ethics. In addition,
any Disinterested Trustee shall not be subject to the reporting requirements set
forth in Section 6 of this Code of Ethics, except with respect to securities
transactions with respect to which such Disinterested Trustee knew or, in the
ordinary course of fulfilling his or her official duties as a Trustee, should
have known that during the 15-day period immediately before or after the
Trustee's transaction in such security, such security was purchased or sold, or
considered for purchase or sale, for an MFS Fund.
13. Sanctions. Any trading for an MFS representative's or Fund
representative's account which does not evidence a good faith effort to comply
with these rules will be subject to review by the MFS Audit Committee or, in the
case of Disinterested Trustees, by an ad hoc committee in the manner described
in Section 6 above. If the Audit Committee or such ad hoc committee, as
applicable, determines that a violation of this Code of Ethics or its intent has
occurred, it may impose such sanctions as it deems appropriate including
forfeiture of any profit from a transaction and/or termination of employment.
Any violations resulting in sanctions will be reported to the Boards of
Trustees/Managers of the MFS Funds and will be reflected in MFS' compliance
files.
<PAGE>
APPENDIX A
CERTAIN DEFINED TERMS
As used in this Code of Ethics, the following shall terms shall have
the meanings set forth below, subject to revision from time to time by the MFS
Audit Committee and the MFS Funds:
Portfolio Managers -- employees who are authorized to make investment
decisions for a mutual fund or client portfolio. Note: research
analysts are deemed to be Portfolio Managers with respect to the entire
portfolio of any fund managed collectively by a committee of research
analysts (e.g. MFS Research Fund) except that, for purposes of the
restriction on sales of securities held in a managed client account set
forth in Section 3, analysts are deemed to be Portfolio Managers only
with respect to portfolio securities within the industry they cover.
Investment Personnel -- all Portfolio Managers as well as research
analysts, traders, other members of the Equity Trading, Fixed Income
and Equity Research Departments, and other MFS representatives who have
access to confidential portfolio information.
Access Persons -- all Fund representatives (see Section 12 for certain
exceptions), Portfolio Managers, Investment Personnel and other members
of the following departments or groups: Institutional Advisors;
Compliance; Internal Audit; Fund Treasury; Investment Operations;
Investment Communications; and Technology Services & Solutions ("TS&S")
(excluding, however, TS&S employees who are employed at Lafayette
Corporate Center and certain TS&S employees who may be specifically
excluded by the Compliance or Legal Departments); also included are
members of the MFS Management Group, the MFS Administrative Committee
and the MFS Operations Committee. In certain instances, other MFS
employees, non-employee consultants and other independent contractors
may be deemed Access Persons and therefore be subject to some or all of
the requirements set forth in this Code of Ethics.
Non-Access Persons -- all employees of the following departments or
groups: Corporate Communications; Corporate Finance; Facilities
Management; Human Resources; Legal; MFS Service Center, Inc. (other
than TS&S employees who are employed at 500 Boylston Street); Retired
Partners; Travel and Conference Services; the International Division;
MFS International Ltd.; MFS Fund Distributors, Inc.; and MFS Retirement
Services, Inc. Note: Any Non-Access Person who receives any information
about any particular investment recommendation or executed or proposed
transaction for any MFS client is required to comply with all
preclearance and other requirements of this Code of Ethics applicable
to Access Persons. Any Non-Access Person who regularly receives such
information will be reclassified as an Access Person. In addition,
transactions in shares of the MFS closed-end funds by all MFS
representatives are subject to all such preclearance and reporting
requirements (see Section 4 of this Code of Ethics).
<PAGE>
Personal securities transaction
Preclearance Request
[Only For Use By MFS Employees
Not Located In Boston]
Date:_________________________, _____
All transactions must be precleared, regardless of their size, except those in
certain specific categories of securities that are exempted under the MFS Code
of Ethics. If necessary, continue on the reverse side. Please note that special
rules apply to the preclearance of option and futures transactions. If the
transaction is to be other than a straightforward sale or purchase of
securities, mark it with an asterisk and explain the nature of the transaction
on the reverse side. Describe the nature of each account in which the
transaction is to take place, i.e., personal, spouse, children, charitable
trust, etc.
sales
CUSIP/TICKER AMount or BROKER NATURE* of
------
SECURITY NO. of SHARES ACCOUNT
================================================================================
--------------------------------------------------------------------------------
PURCHASES
================================================================================
--------------------------------------------------------------------------------
I represent that I am not in possession of material non-public information
concerning the securities listed above or their issuer. If I am an MFS access
person charged with making recommendations to MFS with respect to any of the
securities listed above, I represent that I have not determined or been
requested to make a recommendation in that security except as permitted by the
MFS Code of Ethics.
---------------------------------------
Signature and Date
---------------------------------------
Name of MFS Access Person
(please print)
Explanatory Notes: This form must be filed by 3:00 p.m. on the business day
prior to the business day on which you wish to trade and covers all accounts in
which you have an interest, direct or indirect. This includes any account in
which you have "beneficial ownership" (unless you have no influence or control
over it) and non-client accounts over which you act in an advisory or
supervisory capacity. No trade can be effected until approval from the
Compliance Department has been obtained.
-----------------------
* Check if you wish to claim that the reporting of the account or the securities
transaction shall not be construed as an admission that you have any direct or
indirect beneficial ownership in such account or securities.
--------
1 Employees of MFS Institutional Advisors, Inc., MFS Fund Distributors,
Inc., MFS Retirement Services, Inc., MFS International Ltd., MFS International
(U.K.) Ltd., MFS Service Center, Inc., Vertex Investment Management Inc. and MFS
Heritage Trust Company also are covered by this Code of Ethics.
2 Note that all Portfolio Managers also are Investment Personnel and Access
Persons, and that all Investment Personnel also are Access Persons.
3 NOTE: The exception for accounts with respect to which an MFS
representative or Fund representative lacks "direct or indirect influence or
control" is extremely narrow, and should only be relied upon in cases which have
been pre-approved in writing by Stephen E. Cavan or Robert T. Burns of the Legal
Department. Certain "blind trust" arrangements approved by the Legal Department
may be excluded from the preclearance (but not the quarterly reporting)
requirements of this Code of Ethics. Requests for pre-approval of "blind trusts"
should be reviewed first with the Compliance Department.
4 A security is deemed to have been "considered for purchase or sale"
when a recommendation to purchase or sell such security has been made and
communicated to a portfolio manager and, with respect to the person making the
recommendation, when such person seriously considers making such a
recommendation.
5 Any request for an exemption should be reviewed first with the
Compliance or Legal Department.
6 Access Persons should note that this requirement may result in their
not being allowed to exercise an option purchased by them on the exercise date
they desire, and in the case of a "European" option on the only date on which
exercise is permitted by the terms of the option.
7 Access Persons should note that as a result of this requirement, they
may not be able to obtain preclearance consent to close out an option or futures
contract before the settlement date. If such an option or futures contract is
automatically closed out, the gain, if any, on such transaction will be
disgorged in the manner described above.
8 The reason for this rule is that it precludes any possibility that
Access Persons might use MFS' clients' market stature as a means of obtaining
for themselves "hot" issues which otherwise might not be offered to them. In
addition, this rule eliminates the possibility that underwriters and selling
group members might seek by this means to gain favor with individuals in order
to obtain preferences from MFS.
9 Any request for an exemption should be reviewed first with the
Compliance or Legal Department.
10 Any request for an exception should be reviewed first with the
Compliance or Legal Department.
