Bulldog Investors General Partnership – ‘PREC14A’ on 9/11/07 re: MFS Government Markets Income Trust

On:  Tuesday, 9/11/07, at 6:45pm ET   ·   As of:  9/12/07   ·   Accession #:  1364773-7-17   ·   File #:  811-05078

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Preliminary Proxy Solicitation Material — Contested Solicitation   —   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PREC14A     Preliminary Proxy Solicitation Material --             7±    27K 
                          Contested Solicitation                                 


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                                   
Rule 0-11 (Set forth the amount on which the                                    
filing fee is calculated and state how it was                                   
determined):                                                                    

(4)Proposed maximum aggregate value of                                          
transaction:                                                                    

(5)Total fee paid:                                                              

-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                                
Schedule and the date of its filing.                                            

(1)Amount Previously Paid:                                                      

(2)Form, Schedule or Registration Statement No.:                                

(3)Filing Party:                                                                

(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: _______________                  

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘PREC14A’ Filing		Date		Other Filings
		11/1/07		DEF 14A,  PRE 14A
Filed as of:		9/12/07		SC TO-T
Filed on:		9/11/07		SC 13D/A,  SC TO-T
		9/4/07
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