UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant -
Filed by a Party other than the Registrant X
Check the appropriate box:
X Preliminary Proxy Statement
-Confidential, for Use of the Commission
Only(as permitted by Rule 14a-6(e)(2))
-Definitive Proxy Statement
-Definitive Additional Materials
-Soliciting Material Pursuant to
Section 240.14a-12
MFS Government Markets Income Trust
(Name of Registrant as Specified In Its Charter)
Bulldog Investors General Partnership
(Name of Person(s) Filing Proxy Statement, if other than
Registrant)
Payment of Filing Fee (Check the appropriate box):
X No fee required.
-Fee computed on table below per Exchange Act Rules 14a-
6(i)(1) and 0-11.
(1)Title of each class of securities to which
transaction applies:
(2)Aggregate number of securities to which
transaction applies:
(3)Per unit price or other underlying value of
transaction computed pursuant to Exchange Act
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filing fee is calculated and state how it was
determined):
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-Fee paid previously with preliminary materials.
Check box if any part of the fee is offset as
provided by Exchange Act Rule 0-11(a) (2) and
identify the filing for which the offsetting fee
was paid previously. Identify the previous filing
by registration statement number, or the Form or
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(1)Amount Previously Paid:
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(4)Date Filed:
PROXY STATEMENT OF BULLDOG INVESTORS GENERAL PARTNERSHIP, A
STOCKHOLDER OF MFS GOVERNMENT MARKETS INCOME TRUST IN OPPOSITION
TO THE SOLICITATION BY THE BOARD OF TRUSTEES AT THE ANNUAL
MEETING OF SHAREHOLDERS ON NOVEMBER 1, 2007
Bulldog Investors General Partnership ('BIGP'), a stockholder of
MFS Government Markets Income Trust (the 'Trust'), is sending
this proxy statement and the enclosed GREEN proxy card to
stockholders of the Trust of record as of September 4, 2007. We
are soliciting a proxy to vote your shares at the Annual Meeting
of Shareholders (the 'Meeting') which is scheduled for November
1, 2007. Please refer to the Trust's proxy soliciting material
for additional information concerning the Meeting and the
matters to be considered by shareholders including the election
of trustees. This proxy statement and the enclosed GREEN proxy
card are first being sent to shareholders on or about September
--, 2007.
Introduction
There are three matters to be voted upon at the Meeting: (1) the
election of four trustees; (2) a proposal to amend the Trust's
fundamental investment policy to permit leverage; and (3) our
proposal requesting the Board of Trustees to promptly take the
steps necessary to open end the Trust or otherwise enable
shareholders to realize net asset value ('NAV') for their
shares. We are soliciting a proxy to vote your shares (1) FOR
the election of our nominees as trustees; (2) AGAINST the
proposal to permit leverage; and (3) FOR our proposal to enable
shareholders to realize net asset NAV for their shares.
Reasons for the Solicitation
The Trust's shares have traded at a discount to NAV for almost
15 years. We urged management to take meaningful action to
address the discount. Management has responded by proposing to
(1) increase the monthly dividend, and (2) permit the use of
leverage. These proposals have had no discernable impact on the
discount. We are conducting this solicitation primarily to
elect trustees that will consider more meaningful measures to
address the discount including open-ending the Trust.
Conditional Tender Offer
In conjunction with this proxy solicitation, we are commencing a
tender offer to purchase five million shares of the Trust at a
96.25 % of NAV. Our tender offer is conditioned on the election
of our nominees as trustees and will close soon after their
election is confirmed. The purposes of our tender offer is (1)
to allow shareholders to sell a portion of their shares at a
higher price than the current market price and (2) to increase
our ability to persuade the board to provide an opportunity for
all shareholders to realize full NAV for all of their shares.
How Proxies Will Be Voted
If you wish to vote FOR the election of our nominees and/or to
vote on the other proposals, you may do so by completing and
returning a GREEN proxy card to us or to our agent. Unless you
direct otherwise, your shares will be voted FOR the election of
our nominees, AGAINST the proposal to permit leverage and FOR
our proposal to enable shareholders to realize net asset NAV for
their shares. In addition, you will be granting the proxy
holders discretionary authority to vote on any other matters
that may come before the Meeting including matters relating to
the conduct of the Meeting.
Voting Requirements
A plurality of the votes cast is sufficient to elect a trustee.
Approval of the proposal to amend the Trust's fundamental
investment policy concerning leverage requires the lesser of the
affirmative vote of (1) 67% of the shares present at the Meeting
provided more than 50% of the Fund's outstanding shares are
represented at the Meeting or (2) more than 50% of the
outstanding shares for its approval. Approval of our proposal
requesting the board of trustees to promptly take the steps
necessary to open-end the Trust or otherwise enable shareholders
to realize NAV for their shares requires the affirmative vote of
a majority of the votes cast. Abstentions will be treated as
votes against the leveraging proposal and will be ignored in
determining the votes cast with respect to our NAV proposal.
Revocation of Proxies
You may revoke any proxy prior to its exercise by: (i)
delivering a written revocation to us; (ii) executing and
delivering a later dated proxy; or (iii) voting in person at the
Meeting. Attendance at the Meeting will not in and of itself
revoke a proxy. There is no limit on the number of times you
may revoke your proxy before it is exercised. Only your latest
dated proxy will be counted.
PROPOSAL 1: ELECTION OF TRUSTEES
At the Meeting, we intend to nominate the persons named below
for election as trustees. Each nominee has consented to being
named in this proxy statement and to serve as a trustee if
elected. Unless noted, each nominee is independent and neither
personally owns shares or has any arrangement or understanding
with any person with respect to any future employment by the
Trust or by any affiliate of the Trust. We do not know of any
material conflicts of interest that would prevent either nominee
from acting in the best interest of the Fund. Please refer to
the Trust's proxy soliciting material for additional information
concerning the election of trustees.
Andrew Dakos (born 1966); Park 80 West, Plaza Two, Suite 750,
Saddle Brook, NJ 07663 . Mr. Dakos is a self-employed investment
advisor and a principal of the general partner of five
investment partnerships in the Bulldog Investors group of funds:
Opportunity Partners L.P., Opportunity Income Plus Fund L.P.,
Full Value Partners L.P., Full Value Special Situations Fund
L.P., and Full Value Offshore L.P. He has been a director of
the Mexico Equity and Income Fund since 2001 and Brantley
Capital Corporation since 2007.
Phillip Goldstein (born 1945); 60 Heritage Drive, Pleasantville,
NY 10570 . Mr. Goldstein is an investment advisor and a
principal of the general partner of three investment
partnerships in the Bulldog Investors group of funds:
Opportunity Partners L.P., Opportunity Income Plus Fund L.P.,
and Full Value Partners L.P. He has been a director of the
Mexico Equity and Income Fund since 2000 and Brantley Capital
Corporation since 2001.
Gerald Hellerman ( born ); 10965 Eight Bells Lane,
Columbia, MD 21044 -- Mr. Hellerman owns and has served as
Managing Director of Hellerman Associates, a financial and
corporate consulting firm, since the firm's inception in 1993.
Mr. Hellerman currently serves as a director, chief financial
officer and chief compliance officer for The Mexico Equity and
Income Fund, Inc.; a director of MVC Capital, Inc.; a director
of the Old Mutual 2100 fund complex (consisting of six funds).;
a director and President of Innovative Clinical Solutions, Ltd.,
a company formerly engaged in clinical trials and physician
network management which is currently in liquidation; a director
of Brantley Capital Corporation; and a director of AirNet
Systems, Inc. since 2005.
Rajeev Das (born 1968); 68 Lafayette Ave., Dumont, NJ 07628 --
Principal of Bulldog Investors, a group of investment funds and
Managing Member of the general partner of Opportunity Income
Plus L.P.; Currently director of Mexico Equity and Income Fund,
Inc. (since 2001) In 2006 served as director of Brantley
Capital.
Mr. Goldstein and his wife jointly beneficially own ---------
shares of the Trust which they purchased in May 2006. Mr. Dakos
and Mr. Goldstein are principals of Kimball & Winthrop, Inc.,
the Managing General Partner of BIGP which beneficially owns ---
----- shares of the Trust which it (or its partners) purchased
between ------ and -----------. There have been no sales by any
of the aforementioned persons. Each nominee has consented to
serve as a trustee if elected. There are no arrangements or
understandings between BIGP or any partner of BIGP and any
nominee in connection with the nominations.
PROPOSAL 2: TO AMEND THE TRUST'S FUNDAMENTAL INVESTMENT POLICY
TO PERMIT THE USE OF LEVERAGE.
The proposal is designed to permit the Trust to borrow money or
issue senior securities to the extent permitted by the
Investment Company Act of 1940. We oppose this proposal because
we believe the risk of leveraging the Trust outweighs the
possible benefit of a higher return. Unless instructions to the
contrary are given, your proxy will be voted against this
proposal.
PROPOSAL 3: TO REQUEST THAT THE BOARD OF TRUSTEES PROMPTLY TAKE
THE STEPS NECESSARY TO OPEN END THE TRUST OR OTHERWISE ENABLE
SHAREHOLDERS TO REALIZE NET ASSET VALUE ('NAV') FOR THEIR
SHARES.
After fifteen years of discounts, we believe shareholders
deserve an opportunity to realize NAV. Open-ending the Trust
would allow all shareholders to obtain a higher price for their
shares whenever they decide to sell. We think the time is right
to permanently eliminate the Trust's discount to NAV. This
proposal, if adopted, is not binding on the board. Unless
instructions to the contrary are given, your proxy will be voted
in favor of this proposal.
THE SOLICITATION
Persons affiliated with or employed by BIGP or its affiliates
may assist us in the solicitation of proxies. Banks, brokerage
houses and other custodians, nominees and fiduciaries will be
requested to forward this proxy statement and the enclosed GREEN
proxy card to the beneficial owners of common and preferred
shares for whom they hold shares of record. We will reimburse
these organizations for their reasonable out-of-pocket expenses.
Initially, we will bear all of the expenses related to this
proxy solicitation. Because we believe that all shareholders
will benefit from this solicitation, we intend to seek
reimbursement of our expenses from the Fund. Shareholders will
not be asked to vote on the reimbursement of our solicitation
expenses which we estimate will be $75,000. There is no
arrangement or understanding involving BIGP or any of our
affiliates relating to future employment by or any future
transaction with the Fund or any of its affiliates.
Other than as set forth in this Proxy Statement, there are no
contracts, arrangements, or understandings entered into by any
of the participants in the solicitation or, to the participants'
knowledge, any of their respective associates within the past
year with any person with respect to any of the Fund's
securities, including, but not limited to, joint ventures, loan
or option arrangements, puts or calls, guarantees against loss
or guarantees of profit, division or losses or profits, of the
giving or withholding of proxies. In addition, except as set
forth in the Proxy Statement, none of the participants in the
solicitation or, to the participants? knowledge, any of their
associates has entered into any agreement or understanding with
any person with respect to: (i) any future employment by the
Fund or its affiliates; or (ii) any future transactions to which
the Fund or any of its affiliates will or may be a party.
BIGP is the soliciting stockholder. As of September --, 2007,
BIGP beneficially owned ---------- shares of the Trust, all of
which were purchased between ---------- and ---------. As
noted above, three of our nominees are affiliated with BIGP.
September --, 2007
PROXY CARD
Proxy Solicited in Opposition to the Board of Trustees of MFS
Government Markets Income Trust (the 'Trust') by Bulldog
Investors General Partnership ('BIGP') for the 2007 Annual
Meeting of Shareholders
The undersigned hereby appoints Phillip Goldstein, Rajeev Das,
Andrew Dakos, and Tom Antonucci and each of them, as the
undersigned's proxies, with full power of substitution, to
attend the Annual Meeting of Shareholders of the Trust and any
adjourned or postponed Meeting, and to vote on all matters that
come before the Meeting the number of shares that the
undersigned would be entitled to vote if present in person, as
specified below.
(INSTRUCTIONS: Mark votes by placing an 'x' in the appropriate
[ ].)
ELECTION OF FOUR TRUSTEES
[ ] FOR ANDREW DAKOS [ ] WITHHOLD AUTHORITY
[ ] FOR PHILLIP GOLDSTEIN [ ] WITHHOLD AUTHORITY
[ ] FOR GERALD HELLERMAN [ ] WITHHOLD AUTHORITY
[ ] FOR RAJEEV DAS [ ] WITHHOLD AUTHORITY
3: TO AMEND THE TRUST'S FUNDAMENTAL INVESTMENT POLICY
CONCERNING BORROWING.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
4: TO REQUEST THAT THE BOARD OF TRUSTEES PROMPTLY TAKE THE STEPS
NECESSARY TO OPEN-END THE TRUST OR OTHERWISE ENABLE SHAREHOLDERS
TO REALIZE NET ASSET VALUE ('NAV') FOR THEIR SHARES.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
Please sign and date below. Your shares will be voted as
directed. If no direction is made, this proxy will be voted FOR
the election of the nominees named above, AGAINST Proposal 2 and
FOR Proposal 3. The undersigned hereby acknowledges receipt of
the proxy statement dated September --, 2007 of BIGP and revokes
any proxy previously executed.
Signature(s)_______________________ Dated: _______________