MFS GOVERNMENT MARKETS INCOME TRUST N-CSRS
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF

REGISTERED MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-05078

MFS GOVERNMENT MARKETS INCOME TRUST

(Exact name of registrant as specified in charter)

111 Huntington Avenue, Boston, Massachusetts 02199

(Address of principal executive offices) (Zip code)

Christopher R. Bohane

Massachusetts Financial Services Company

111 Huntington Avenue

Boston, Massachusetts 02199

(Name and address of agents for service)

Registrant’s telephone number, including area code: (617) 954-5000

Date of fiscal year end: November 30

Date of reporting period: May 31, 2017


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ITEM 1. REPORTS TO STOCKHOLDERS.


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SEMIANNUAL REPORT

May 31, 2017

 

LOGO

 

MFS® GOVERNMENT MARKETS INCOME TRUST

 

LOGO

 

MGF-SEM

 


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MANAGED DISTRIBUTION POLICY DISCLOSURE

The MFS Government Markets Income Trust’s (the fund) Board of Trustees adopted a managed distribution policy. The fund seeks to pay monthly distributions based on an annual rate of 7.25% of the fund’s average monthly net asset value. The primary purpose of the managed distribution policy is to provide shareholders with a constant, but not guaranteed, fixed minimum rate of distribution each month. You should not draw any conclusions about the fund’s investment performance from the amount of the current distribution or from the terms of the fund’s managed distribution policy. The Board may amend or terminate the managed distribution policy at any time without prior notice to fund shareholders. The amendment or termination of the managed distribution policy could have an adverse effect on the market price of the fund’s shares.

With each distribution, the fund will issue a notice to shareholders and an accompanying press release which will provide detailed information regarding the amount and composition of the distribution and other related information. The amounts and sources of distributions reported in the notice to shareholders are only estimates and are not being provided for tax reporting purposes. The actual amounts and sources of the amounts for tax reporting purposes will depend upon the fund’s investment experience during the remainder of its fiscal year and may be subject to changes based on tax regulations. The fund will send you a Form 1099-DIV for the calendar year that will tell you how to report these distributions for federal income tax purposes. Please refer to “Tax Matters and Distributions” under Note 2 of the Notes to Financial Statements for information regarding the tax character of the fund’s distributions.

Under a managed distribution policy the fund may at times distribute more than its net investment income and net realized capital gains; therefore, a portion of your distribution may result in a return of capital. A return of capital may occur, for example, when some or all of the money that you invested in the fund is paid back to you. Any such returns of capital will decrease the fund’s total assets and, therefore, could have the effect of increasing the fund’s expense ratio. In addition, in order to make the level of distributions called for under its managed distribution policy, the fund may have to sell portfolio securities at a less than opportune time. A return of capital does not necessarily reflect the fund’s investment performance and should not be confused with ‘yield’ or ‘income’. The fund’s total return in relation to changes in net asset value is presented in the Financial Highlights.

 


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MFS® GOVERNMENT MARKETS INCOME TRUST

New York Stock Exchange Symbol: MGF

 

Letter from the Executive Chairman     1  
Portfolio composition     2  
Portfolio managers’ profile     4  
Other notes     4  
Portfolio of investments     5  
Statement of assets and liabilities     14  
Statement of operations     15  
Statements of changes in net assets     16  
Financial highlights     17  
Notes to financial statements     19  
Report of independent registered public accounting firm     30  
Proxy voting policies and information     31  
Quarterly portfolio disclosure     31  
Further information     31  
Information about fund contracts and legal claims     32  
Contact information    back cover  

 

NOT FDIC INSURED MAY LOSE VALUE NO BANK GUARANTEE



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LOGO

 

LETTER FROM THE EXECUTIVE CHAIRMAN

 

Dear Shareholders:

Despite policy uncertainty accompanying a new presidential administration in the United States and unease over looming Brexit negotiations, most markets have proved

resilient. U.S. share prices have reached new highs, and U.S. bond yields rose on hopes surrounding President Trump’s proposed fiscal policies and indications that the U.S. Federal Reserve will continue to gradually hike interest rates. However, interest rates in most developed markets remain very low, with central banks maintaining accommodative monetary policies in hopes of reinvigorating slow-growing economies and lifting inflation.

Globally, economic growth has shown signs of recovery, led by China, the U.S. and the eurozone. Despite better growth, there are few immediate signs of worrisome inflation, as wage growth remains muted. Emerging market economies are recovering at a

somewhat slower pace amid fears that restrictive U.S. trade policies could further hamper the restrained pace of global trade growth. Looking ahead, markets will have to contend with elections in the United Kingdom and Germany in the months ahead, as well as geopolitical hot spots on the Korean peninsula and in the Middle East.

At MFS®, we believe time is an asset. A patient, long-term approach to investing can have a powerful impact on decision making and outcomes. Time arbitrage, as we call it, simply comes down to having the conviction and discipline to allow enough time for good investment ideas to play out. In our view, such an approach, along with the professional guidance of a financial advisor, will help you reach your investment objectives.

Respectfully,

 

LOGO

Robert J. Manning

Executive Chairman

MFS Investment Management

July 14, 2017

The opinions expressed in this letter are subject to change and may not be relied upon for investment advice. No forecasts can be guaranteed.

 

1


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PORTFOLIO COMPOSITION

 

Portfolio structure (i)

LOGO

 

Fixed income sectors (i)  
Mortgage-Backed Securities     49.8%  
U.S. Treasury Securities     24.7%  
U.S. Government Agencies     9.7%  
Investment Grade Corporates     8.5%  
Emerging Markets Bonds     3.6%  
Collateralized Debt Obligations     1.7%  
Municipal Bonds     1.2%  
Commercial Mortgage-Backed Securities     0.6%  
High Yield Corporates     0.4%  
Non-U.S. Government Bonds     0.1%  
Asset-Backed Securities (o)     0.0%  
Composition including fixed income credit quality (a)(i)  
AAA     1.9%  
AA     1.5%  
A     3.1%  
BBB     9.1%  
BB     0.4%  
B     0.1%  
U.S. Government     22.7%  
Federal Agencies     59.5%  
Not Rated     2.0%  
Cash & Cash Equivalents     1.7%  
Other     (2.0)%  
Portfolio facts (i)  
Average Duration (d)     5.6  
Average Effective Maturity (m)     8.2 yrs.  
 

 

2


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Portfolio Composition – continued

 

 

(a) For all securities other than those specifically described below, ratings are assigned to underlying securities utilizing ratings from Moody’s, Fitch, and Standard & Poor’s rating agencies and applying the following hierarchy: If all three agencies provide a rating, the middle rating (after dropping the highest and lowest ratings) is assigned; if two of the three agencies rate a security, the lower of the two is assigned. Ratings are shown in the S&P and Fitch scale (e.g., AAA). Securities rated BBB or higher are considered investment grade. All ratings are subject to change. U.S. Government includes securities issued by the U.S. Department of the Treasury. Federal Agencies includes rated and unrated U.S. Agency fixed-income securities, U.S. Agency mortgage-backed securities, and collateralized mortgage obligations of U.S. Agency mortgage-backed securities. Not Rated includes fixed income securities, including fixed income futures contracts, which have not been rated by any rating agency. The fund may or may not have held all of these instruments on this date. The fund is not rated by these agencies.
(d) Duration is a measure of how much a bond’s price is likely to fluctuate with general changes in interest rates, e.g., if rates rise 1.00%, a bond with a 5-year duration is likely to lose about 5.00% of its value due to the interest rate move.
(i) For purposes of this presentation, the components include the value of securities, and reflect the impact of the equivalent exposure of derivative positions, if any. These amounts may be negative from time to time. Equivalent exposure is a calculated amount that translates the derivative position into a reasonable approximation of the amount of the underlying asset that the portfolio would have to hold at a given point in time to have the same price sensitivity that results from the portfolio’s ownership of the derivative contract. When dealing with derivatives, equivalent exposure is a more representative measure of the potential impact of a position on portfolio performance than value. The bond component will include any accrued interest amounts.
(m) In determining an instrument’s effective maturity for purposes of calculating the fund’s dollar-weighted average effective maturity, MFS uses the instrument’s stated maturity or, if applicable, an earlier date on which MFS believes it is probable that a maturity-shortening device (such as a put, pre-refunding or prepayment) will cause the instrument to be repaid. Such an earlier date can be substantially shorter than the instrument’s stated maturity.
(o) Less than 0.1%.

Where the fund holds convertible bonds, they are treated as part of the equity portion of the portfolio.

Cash & Cash Equivalents includes any cash, investments in money market funds, short-term securities, and other assets less liabilities. Please see the Statement of Assets and Liabilities for additional information related to the fund’s cash position and other assets and liabilities.

Other includes equivalent exposure from currency derivatives and/or any offsets to derivative positions and may be negative.

Percentages are based on net assets as of May 31, 2017.

The portfolio is actively managed and current holdings may be different.

 

3


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PORTFOLIO MANAGERS’ PROFILE

 

Portfolio Manager   Primary Role   Since   Title and Five Year History
Geoffrey Schechter   Lead and U.S.
Government Securities
Portfolio Manager
  2006   Investment Officer of MFS; employed in the investment management area of MFS since 1993.
Ward Brown   Emerging Markets Debt
Instruments Portfolio
Manager
  2012   Investment Officer of MFS; employed in the investment management area of MFS since 2005.
Robert Persons   Investment Grade Debt
Instruments Portfolio
Manager
  2012   Investment Officer of MFS; employed in the investment management area of MFS since 2000.
Matt Ryan   Emerging Markets Debt
Instruments Portfolio
Manager
  2012   Investment Officer of MFS; employed in the investment management area of MFS since 1997.

OTHER NOTES

The fund’s shares may trade at a discount or premium to net asset value. When fund shares trade at a premium, buyers pay more than the net asset value underlying fund shares, and shares purchased at a premium would receive less than the amount paid for them in the event of the fund’s concurrent liquidation.

The fund’s monthly distributions may include a return of capital to shareholders to the extent that the fund’s net investment income and net capital gains, determined in accordance with federal income tax regulations, are insufficient to meet the fund’s target annual distribution rate. Distributions that are treated for federal income tax purposes as a return of capital will reduce each shareholder’s basis in his or her shares and, to the extent the return of capital exceeds such basis, will be treated as gain to the shareholder from a sale of shares. It may also result in a recharacterization of what economically represents a return of capital to ordinary income in those situations where a fund has long term capital gains and a capital loss carryforward. Returns of shareholder capital may have the effect of reducing the fund’s assets and increasing the fund’s expense ratio.

The fund’s target annual distribution rate is calculated based on an annual rate of 7.25% of the fund’s average monthly net asset value, not a fixed share price, and the fund’s dividend amount will fluctuate with changes in the fund’s average monthly net assets.

 

In accordance with Section 23(c) of the Investment Company Act of 1940, the fund hereby gives notice that it may from time to time repurchase shares of the fund in the open market at the option of the Board of Trustees and on such terms as the Trustees shall determine.

 

4


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PORTFOLIO OF INVESTMENTS

5/31/17 (unaudited)

The Portfolio of Investments is a complete list of all securities owned by your fund. It is categorized by broad-based asset classes.

 

Bonds - 97.7%  
Issuer    Shares/Par     Value ($)  
U.S. Bonds - 92.7%  
Agency - Other - 6.8%  
Financing Corp., 10.7%, 10/06/2017    $ 4,095,000     $ 4,230,626  
Financing Corp., 9.4%, 2/08/2018      3,085,000       3,254,314  
Financing Corp., 10.35%, 8/03/2018      3,820,000       4,225,772  
    

 

 

 
      $ 11,710,712  
Asset-Backed & Securitized - 2.3%                 
A Voce CLO Ltd., 2014-1A, “A1R”, FRN, 2.318%, 7/15/2026 (n)    $ 541,000     $ 540,819  
ALM Loan Funding CLO, 2014-14A, “A1R”, FRN, 2.321%, 7/28/2026 (z)      371,723       371,804  
Atrium CDO Corp., 2011-A, “A1R”, FRN, 2.293%, 10/23/2025 (n)      548,000       548,503  
Babson CLO Ltd., 2013-IIA, “BR”, FRN, 3.408%, 1/18/2025 (n)      583,669       585,019  
Citigroup Commercial Mortgage Trust, FRN, 5.701%, 12/10/2049      85,599       85,526  
CNH Equipment Trust, 2015-C, “A2B”, FRN, 1.459%, 12/17/2018      26,296       26,302  
Commercial Mortgage Trust, 2015-DC1, “A5”, 3.35%, 2/10/2048      327,000       334,498  
Credit Suisse Commercial Mortgage Trust, “A4”, FRN, 5.936%, 9/15/2039      111,919       111,826  
Credit Suisse Commercial Mortgage Trust, “C4”, FRN, 5.936%, 9/15/2039      378,313       379,027  
Fortress Credit BSL Ltd., 2013-1A, “A”, FRN, 2.338%, 1/19/2025 (n)      292,734       292,658  
JPMorgan Chase Commercial Mortgage Securities Corp., “A4”, FRN, 5.722%, 6/15/2049      3,262       3,259  
Morgan Stanley Capital I Trust, “AM”, FRN, 5.744%, 4/15/2049      96,577       97,543  
TICP CLO Ltd., FRN, 2.336%, 1/20/2027 (n)      538,454       538,463  
    

 

 

 
      $ 3,915,247  
Automotive - 0.1%                 
Ford Motor Credit Co. LLC, 2.551%, 10/05/2018    $ 241,000     $ 242,596  
Building - 0.1%                 
Martin Marietta Materials, Inc., 4.25%, 7/02/2024    $ 82,000     $ 86,469  
Business Services - 0.8%                 
Cisco Systems, Inc., 2.6%, 2/28/2023    $ 299,000     $ 301,866  
Fidelity National Information Services, Inc., 3.875%, 6/05/2024      1,000,000       1,045,980  
    

 

 

 
      $ 1,347,846  
Cable TV - 0.9%                 
Charter Communications Operating LLC/Charter Communications Operating Capital Corp., 4.908%, 7/23/2025    $ 242,000     $ 262,661  

 

5


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Portfolio of Investments (unaudited) – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued  
U.S. Bonds - continued  
Cable TV - continued                 
Comcast Corp., 4.2%, 8/15/2034    $ 96,000     $ 101,305  
Time Warner Cable, Inc., 8.25%, 4/01/2019      1,000,000       1,109,458  
Time Warner Cable, Inc., 4.5%, 9/15/2042      100,000       95,487  
    

 

 

 
      $ 1,568,911  
Chemicals - 0.2%                 
Sherwin Williams Co., 2.75%, 6/01/2022    $ 345,000     $ 347,298  
Computer Software - 0.1%                 
Microsoft Corp., 3.125%, 11/03/2025    $ 124,000     $ 127,447  
Computer Software - Systems - 0.3%                 
Apple, Inc., 3.25%, 2/23/2026    $ 400,000     $ 409,943  
Apple, Inc., 4.375%, 5/13/2045      121,000       129,717  
    

 

 

 
      $ 539,660  
Consumer Products - 0.2%                 
Newell Rubbermaid, Inc., 3.15%, 4/01/2021    $ 369,000     $ 380,733  
Food & Beverages - 0.3%                 
Anheuser-Busch InBev Worldwide, Inc., 3.3%, 2/01/2023    $ 167,000     $ 172,110  
Anheuser-Busch InBev Worldwide, Inc., 4.7%, 2/01/2036      219,000       238,660  
Tyson Foods, Inc., 5.15%, 8/15/2044      38,000       42,056  
    

 

 

 
      $ 452,826  
Food & Drug Stores - 0.2%                 
CVS Health Corp., 5.125%, 7/20/2045    $ 270,000     $ 305,790  
Insurance - 0.1%                 
American International Group, Inc., 4.7%, 7/10/2035    $ 108,000     $ 114,176  
Insurance - Health - 0.4%                 
UnitedHealth Group, Inc., 4.625%, 7/15/2035    $ 672,000     $ 751,735  
Insurance - Property & Casualty - 0.1%                 
Liberty Mutual Group, Inc., 4.85%, 8/01/2044 (n)    $ 99,000     $ 105,040  
Local Authorities - 1.2%                 
New Jersey Turnpike Authority Rev. (Build America Bonds), “F”, 7.414%, 1/01/2040    $ 32,000     $ 47,086  
State of California (Build America Bonds), 7.6%, 11/01/2040      925,000       1,418,682  
University of California Rev. (Build America Bonds), 5.77%, 5/15/2043      450,000       572,382  
    

 

 

 
      $ 2,038,150  

 

6


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Portfolio of Investments (unaudited) – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued  
U.S. Bonds - continued  
Major Banks - 0.4%                 
Bank of America Corp., 7.625%, 6/01/2019    $ 170,000     $ 188,310  
Goldman Sachs Group, Inc., 3.625%, 1/22/2023      446,000       461,934  
Goldman Sachs Group, Inc., 4.8%, 7/08/2044      94,000       102,568  
    

 

 

 
      $ 752,812  
Medical & Health Technology & Services - 0.2%                 
Becton, Dickinson and Co., 4.685%, 12/15/2044    $ 179,000     $ 181,782  
Laboratory Corp. of America Holdings, 4.7%, 2/01/2045      106,000       108,808  
    

 

 

 
      $ 290,590  
Medical Equipment - 0.1%                 
Medtronic, Inc., 4.625%, 3/15/2045    $ 237,000     $ 262,999  
Metals & Mining - 0.3%                 
Freeport-McMoRan, Inc., 3.875%, 3/15/2023    $ 500,000     $ 464,700  
Midstream - 0.9%                 
Enterprise Products Operating LLC, 3.9%, 2/15/2024    $ 29,000     $ 30,470  
Kinder Morgan Energy Partners LP, 6.85%, 2/15/2020      1,000,000       1,117,554  
Kinder Morgan Energy Partners LP, 5.4%, 9/01/2044      358,000       367,730  
    

 

 

 
      $ 1,515,754  
Mortgage-Backed - 49.6%                 
Fannie Mae, 1.9%, 6/01/2017    $ 152,796     $ 152,652  
Fannie Mae, 6%, 8/01/2017 - 7/01/2037      1,058,151       1,205,350  
Fannie Mae, 5.5%, 9/01/2017 - 3/01/2038      3,441,554       3,854,149  
Fannie Mae, 4.88%, 3/01/2020      99,047       103,117  
Fannie Mae, 3.87%, 7/01/2022      182,427       194,581  
Fannie Mae, 2.152%, 1/25/2023      401,000       398,160  
Fannie Mae, 2.41%, 5/01/2023      128,180       130,081  
Fannie Mae, 2.55%, 5/01/2023      110,309       112,754  
Fannie Mae, 2.59%, 5/01/2023      69,829       71,523  
Fannie Mae, 3.78%, 10/01/2023      63,767       68,271  
Fannie Mae, 2.7%, 7/01/2025      200,000       202,014  
Fannie Mae, 3.43%, 6/01/2026      197,321       207,729  
Fannie Mae, 3.59%, 9/01/2026      73,098       77,852  
Fannie Mae, 2.597%, 12/25/2026      729,000       718,507  
Fannie Mae, 3%, 4/01/2027 - 11/01/2046      4,618,499       4,712,921  
Fannie Mae, 4.96%, 6/01/2030      128,278       147,216  
Fannie Mae, 6.5%, 5/01/2031 - 2/01/2037      654,992       753,294  
Fannie Mae, 5%, 6/01/2035 - 3/01/2042      672,447       740,794  
Fannie Mae, 4.5%, 1/01/2040 - 4/01/2044      5,932,917       6,422,230  
Fannie Mae, 4%, 9/01/2040 - 2/01/2045      11,313,598       12,005,164  

 

7


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Portfolio of Investments (unaudited) – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued  
U.S. Bonds - continued  
Mortgage-Backed - continued                 
Fannie Mae, 3.5%, 4/01/2043 - 1/01/2047    $ 8,910,085     $ 9,219,768  
Fannie Mae, TBA, 4%, 6/01/2047      1,012,800       1,070,089  
Freddie Mac, 2.699%, 5/25/2018      783,806       791,338  
Freddie Mac, 2.412%, 8/25/2018      1,125,498       1,135,710  
Freddie Mac, 2.303%, 9/25/2018      275,000       277,238  
Freddie Mac, 2.323%, 10/25/2018      493,309       498,409  
Freddie Mac, 2.13%, 1/25/2019      1,549,734       1,563,919  
Freddie Mac, 5.085%, 3/25/2019      752,000       789,134  
Freddie Mac, 2.456%, 8/25/2019      383,000       388,705  
Freddie Mac, 4.186%, 8/25/2019      600,000       630,948  
Freddie Mac, 3.808%, 8/25/2020      219,000       231,932  
Freddie Mac, 3.034%, 10/25/2020      291,000       301,608  
Freddie Mac, 2.856%, 1/25/2021      400,000       413,153  
Freddie Mac, 6%, 5/01/2021 - 10/01/2038      546,232       625,371  
Freddie Mac, 2.791%, 1/25/2022      517,000       533,996  
Freddie Mac, 2.716%, 6/25/2022      399,000       410,402  
Freddie Mac, 2.355%, 7/25/2022      500,000       505,728  
Freddie Mac, 2.682%, 10/25/2022      189,000       193,879  
Freddie Mac, 2.51%, 11/25/2022      496,000       504,570  
Freddie Mac, 3.32%, 2/25/2023      433,000       458,078  
Freddie Mac, 3.3%, 4/25/2023 - 10/25/2026      1,034,471       1,090,063  
Freddie Mac, 3.06%, 7/25/2023      181,000       189,154  
Freddie Mac, 2.454%, 8/25/2023      379,000       382,158  
Freddie Mac, 3.458%, 8/25/2023      367,000       390,761  
Freddie Mac, 4.5%, 9/01/2024 - 5/01/2042      1,174,483       1,268,634  
Freddie Mac, 2.67%, 12/25/2024      827,000       839,208  
Freddie Mac, 2.811%, 1/25/2025      642,000       656,589  
Freddie Mac, 3.329%, 5/25/2025      928,000       980,707  
Freddie Mac, 3.01%, 7/25/2025      225,000       232,359  
Freddie Mac, 2.745%, 1/25/2026      629,000       634,864  
Freddie Mac, 2.673%, 3/25/2026      900,000       902,131  
Freddie Mac, 3.224%, 3/25/2027      575,000       598,433  
Freddie Mac, 5.5%, 8/01/2035 - 6/01/2036      607,131       679,423  
Freddie Mac, 6.5%, 5/01/2037      145,670       162,626  
Freddie Mac, 5%, 4/01/2040 - 7/01/2041      2,207,818       2,424,303  
Freddie Mac, 4%, 1/01/2041 - 4/01/2044      633,022       669,836  
Freddie Mac, 3.5%, 5/01/2042 - 1/01/2047      8,721,800       9,033,052  
Freddie Mac, 3%, 4/01/2043 - 11/01/2046      4,801,552       4,844,202  
Freddie Mac, TBA, 4.5%, 6/01/2047 - 7/01/2047      1,390,000       1,496,777  
Ginnie Mae, 5.5%, 7/15/2033 - 1/20/2042      1,143,147       1,291,303  
Ginnie Mae, 4%, 8/15/2040 - 4/20/2041      179,051       190,748  
Ginnie Mae, 4.5%, 9/20/2041      211,538       228,948  

 

8


Table of Contents

Portfolio of Investments (unaudited) – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued  
U.S. Bonds - continued  
Mortgage-Backed - continued                 
Ginnie Mae, 3.5%, 4/15/2042 - 7/20/2043    $ 2,833,090     $ 2,968,399  
Ginnie Mae, 6.157%, 4/20/2058      10,981       12,144  
    

 

 

 
      $ 84,989,156  
Network & Telecom - 0.8%                 
Verizon Communications, Inc., 5.05%, 3/15/2034    $ 750,000     $ 788,482  
Verizon Communications, Inc., “A”, 5.012%, 4/15/2049 (n)      596,000       600,746  
    

 

 

 
      $ 1,389,228  
Oils - 0.1%                 
Valero Energy Corp., 4.9%, 3/15/2045    $ 130,000     $ 134,620  
Pharmaceuticals - 0.1%                 
Gilead Sciences, Inc., 4.5%, 2/01/2045    $ 82,000     $ 83,983  
Gilead Sciences, Inc., 4.75%, 3/01/2046      80,000       84,905  
    

 

 

 
      $ 168,888  
Restaurants - 0.1%                 
McDonald’s Corp., 2.75%, 12/09/2020    $ 134,000     $ 136,882  
Supranational - 0.1%                 
Inter-American Development Bank, 4.375%, 1/24/2044    $ 158,000     $ 189,529  
Tobacco - 0.6%                 
Altria Group, Inc., 9.25%, 8/06/2019    $ 55,000     $ 63,404  
Altria Group, Inc., 4%, 1/31/2024      14,000       14,988  
Reynolds American, Inc., 8.125%, 6/23/2019      583,000       653,776  
Reynolds American, Inc., 4%, 6/12/2022      79,000       84,137  
Reynolds American, Inc., 4.45%, 6/12/2025      217,000       233,836  
    

 

 

 
      $ 1,050,141  
Transportation - Services - 0.0%                 
ERAC USA Finance LLC, 3.85%, 11/15/2024 (n)    $ 34,000     $ 34,932  
U.S. Government Agencies and Equivalents - 2.7%                 
AID-Tunisia, 2.452%, 7/24/2021    $ 235,000     $ 240,190  
AID-Ukraine, 1.844%, 5/16/2019      444,000       448,177  
AID-Ukraine, 1.847%, 5/29/2020      330,000       330,877  
Hashemite Kingdom of Jordan, 1.945%, 6/23/2019      443,000       446,306  
Hashemite Kingdom of Jordan, 2.503%, 10/30/2020      418,000       429,495  
Private Export Funding Corp., 2.25%, 3/15/2020      86,000       87,529  
Private Export Funding Corp., 2.3%, 9/15/2020      360,000       365,597  
Private Export Funding Corp., 1.875%, 7/15/2018      460,000       462,600  

 

9


Table of Contents

Portfolio of Investments (unaudited) – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued  
U.S. Bonds - continued  
U.S. Government Agencies and Equivalents - continued                 
Small Business Administration, 6.35%, 4/01/2021    $ 40,242     $ 42,433  
Small Business Administration, 6.34%, 5/01/2021      40,260       42,404  
Small Business Administration, 6.44%, 6/01/2021      57,383       60,511  
Small Business Administration, 6.625%, 7/01/2021      61,321       64,720  
Small Business Administration, 5.52%, 6/01/2024      117,285       125,012  
Small Business Administration, 2.21%, 2/01/2033      224,844       222,080  
Small Business Administration, 2.22%, 3/01/2033      378,126       375,187  
Small Business Administration, 3.15%, 7/01/2033      327,812       340,239  
Small Business Administration, 3.62%, 9/01/2033      290,653       308,899  
Tennessee Valley Authority, 1.75%, 10/15/2018      292,000       293,912  
    

 

 

 
      $ 4,686,168  
U.S. Treasury Obligations - 22.6%                 
U.S. Treasury Bonds, 5.25%, 2/15/2029    $ 48,000     $ 62,505  
U.S. Treasury Bonds, 4.75%, 2/15/2037      336,000       449,361  
U.S. Treasury Bonds, 4.375%, 2/15/2038      4,287,000       5,485,684  
U.S. Treasury Bonds, 4.5%, 8/15/2039 (f)      5,097,100       6,613,487  
U.S. Treasury Bonds, 3.125%, 2/15/2043      453,700       477,697  
U.S. Treasury Bonds, 2.875%, 5/15/2043      1,697,100       1,706,514  
U.S. Treasury Bonds, 2.5%, 2/15/2045      2,504,000       2,328,818  
U.S. Treasury Notes, 4.75%, 8/15/2017      838,000       844,633  
U.S. Treasury Notes, 3.125%, 5/15/2019      300,000       310,688  
U.S. Treasury Notes, 1%, 6/30/2019      3,593,000       3,572,509  
U.S. Treasury Notes, 2.625%, 8/15/2020      162,000       167,708  
U.S. Treasury Notes, 3.125%, 5/15/2021      5,026,000       5,312,442  
U.S. Treasury Notes, 1.75%, 5/15/2022      2,208,000       2,207,311  
U.S. Treasury Notes, 2.75%, 2/15/2024      577,000       604,791  
U.S. Treasury Notes, 2.5%, 5/15/2024      4,038,000       4,167,184  
U.S. Treasury Notes, 2%, 8/15/2025      98,000       97,035  
U.S. Treasury Notes, 2%, 11/15/2026      1,587,000       1,560,343  
U.S. Treasury Notes, 2.875%, 11/15/2046      2,766,000       2,771,294  
    

 

 

 
      $ 38,740,004  
Total U.S. Bonds     $ 158,841,039  
Foreign Bonds - 5.0%                 
Australia - 0.0%                 
APT Pipelines Ltd., 4.25%, 7/15/2027 (n)    $ 16,000     $ 16,526  
Brazil - 0.2%                 
Federative Republic of Brazil, 5.625%, 1/07/2041    $ 162,000     $ 157,950  
Vale Overseas Ltd., 6.875%, 11/10/2039      165,000       177,078  
    

 

 

 
      $ 335,028  

 

10


Table of Contents

Portfolio of Investments (unaudited) – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued  
Foreign Bonds - continued                 
Chile - 0.6%                 
Engie Energia Chile S.A., 5.625%, 1/15/2021    $ 566,000     $ 620,729  
GNL Quintero S.A., 4.634%, 7/31/2029 (n)      200,000       209,250  
Transelec S.A., 4.25%, 1/14/2025      200,000       206,136  
    

 

 

 
      $ 1,036,115  
China - 0.7%                 
Baidu, Inc., 3.25%, 8/06/2018    $ 240,000     $ 243,173  
CNPC (HK) Overseas Capital Ltd., 4.5%, 4/28/2021 (n)      226,000       241,473  
State Grid Overseas Investment (2014) Ltd., 4.125%, 5/07/2024 (n)      690,000       731,624  
    

 

 

 
      $ 1,216,270  
France - 0.2%                 
Banque Federative du Credit Mutuel S.A., 2.5%, 4/13/2021 (n)    $ 395,000     $ 395,071  
Italy - 0.2%                 
Enel Finance International N.V., 2.875%, 5/25/2022 (n)    $ 366,000     $ 365,450  
Kazakhstan - 0.1%                 
Republic of Kazakhstan, 5.125%, 7/21/2025 (n)    $ 201,000     $ 219,928  
Mexico - 1.3%                 
Comision Federal de Electricidad, 4.875%, 5/26/2021    $ 277,000     $ 294,659  
Petroleos Mexicanos, 6%, 3/05/2020      202,000       218,336  
Petroleos Mexicanos, 5.5%, 1/21/2021      130,000       138,274  
Petroleos Mexicanos, 5.5%, 6/27/2044      12,000       10,751  
Petroleos Mexicanos, 4.875%, 1/18/2024      95,000       96,900  
Petroleos Mexicanos, 4.25%, 1/15/2025      15,000       14,719  
Petroleos Mexicanos, 5.625%, 1/23/2046      23,000       20,746  
Petroleos Mexicanos, 6.75%, 9/21/2047      21,000       21,555  
Petroleos Mexicanos, 4.625%, 9/21/2023      53,000       54,028  
Southern Copper Corp., 5.875%, 4/23/2045      80,000       83,970  
United Mexican States, 3.625%, 3/15/2022      1,164,000       1,203,576  
    

 

 

 
      $ 2,157,514  
Netherlands - 0.7%                 
ING Bank N.V., 5.8%, 9/25/2023 (n)    $ 769,000     $ 870,619  
ING Groep N.V., 3.15%, 3/29/2022      350,000       356,797  
    

 

 

 
      $ 1,227,416  
Panama - 0.1%                 
Republic of Panama, 3.875%, 3/17/2028    $ 213,000     $ 218,858  

 

11


Table of Contents

Portfolio of Investments (unaudited) – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued  
Foreign Bonds - continued                 
Peru - 0.3%                 
El Fondo Mivivienda S.A., 3.5%, 1/31/2023    $ 226,000     $ 228,599  
Republic of Peru, 8.75%, 11/21/2033      180,000       277,974  
    

 

 

 
      $ 506,573  
Romania - 0.1%                 
Republic of Romania, 4.375%, 8/22/2023 (n)    $ 36,000     $ 38,269  
Republic of Romania, 4.875%, 1/22/2024 (n)      58,000       63,420  
    

 

 

 
      $ 101,689  
Russia - 0.1%                 
LUKOIL International Finance B.V., 4.563%, 4/24/2023    $ 213,000     $ 219,401  
United Kingdom - 0.3%                 
Imperial Tobacco Finance PLC, 3.75%, 7/21/2022 (n)    $ 266,000     $ 277,554  
Royal Bank of Scotland Group PLC, 6%, 12/19/2023      124,000       136,310  
    

 

 

 
      $ 413,864  
Uruguay - 0.1%                 
Oriental Republic of Uruguay, 4.5%, 8/14/2024    $ 26,762     $ 28,783  
Oriental Republic of Uruguay, 4.375%, 10/27/2027      47,300       49,996  
    

 

 

 
      $ 78,779  
Total Foreign Bonds     $ 8,508,482  
Total Bonds (Identified Cost, $161,380,410)     $ 167,349,521  
Money Market Funds - 3.3%                 
MFS Institutional Money Market Portfolio, 0.87% (v)
(Identified Cost, $5,599,265)
     5,599,527     $ 5,599,527  
Total Investments (Identified Cost, $166,979,675)     $ 172,949,048  
Other Assets, Less Liabilities - (1.0)%       (1,681,225
Net Assets - 100.0%     $ 171,267,823  

 

(f) All or a portion of the security has been segregated as collateral for open futures contracts.
(n) Securities exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be sold in the ordinary course of business in transactions exempt from registration, normally to qualified institutional buyers. At period end, the aggregate value of these securities was $6,675,364, representing 3.9% of net assets.
(v) Underlying affiliated fund that is available only to investment companies managed by MFS. The rate quoted for the MFS Institutional Money Market Portfolio is the annualized seven-day yield of the fund at period end.

 

12


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Portfolio of Investments (unaudited) – continued

 

(z) Restricted securities are not registered under the Securities Act of 1933 and are subject to legal restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are subsequently registered. Disposal of these securities may involve time-consuming negotiations and prompt sale at an acceptable price may be difficult. The fund holds the following restricted securities:

 

Restricted Securities    Acquisition
Date
  
Cost
     Value  
ALM Loan Funding CLO, 2014-14A, “A1R”, FRN, 2.321%, 7/28/2026    4/5/17      $371,723        $371,804  
% of Net assets        0.2%  

The following abbreviations are used in this report and are defined:

 

CDO   Collateralized Debt Obligation
CLO   Collateralized Loan Obligation
FRN   Floating Rate Note. Interest rate resets periodically and the current rate may not be the rate reported at period end.
PLC   Public Limited Company
TBA   To Be Announced

Derivative Contracts at 5/31/17

Futures Contracts at 5/31/17

 

Description   Currency     Contracts     Value   Expiration
Date
    Unrealized
Appreciation
(Depreciation)
 
Asset Derivatives          
Interest Rate Futures        
U.S. Treasury Note 10 yr (Long)     USD       35     $4,420,391     September - 2017       $15,245  
U.S. Treasury Note 5 yr (Long)     USD       50     5,915,625     September - 2017       11,055  
         

 

 

 
            $26,300  
         

 

 

 

 

Description   Currency     Contracts     Value   Expiration
Date
    Unrealized
Appreciation
(Depreciation)
 
Liability Derivatives          
Interest Rate Futures        
U.S. Treasury Bond 30 yr (Short)     USD       45     $6,921,563     September - 2017       $(69,088
         

 

 

 

At May 31, 2017, the fund had liquid securities with an aggregate value of $107,693 to cover any commitments for certain derivative contracts.

See Notes to Financial Statements

 

13


Table of Contents

Financial Statements

 

STATEMENT OF ASSETS AND LIABILITIES

At 5/31/17 (unaudited)

This statement represents your fund’s balance sheet, which details the assets and liabilities comprising the total value of the fund.

 

Assets         

Investments

  

Non-affiliated issuers, at value (identified cost, $161,380,410)

     $167,349,521  

Underlying affiliated funds, at value (identified cost, $5,599,265)

     5,599,527  

Total investments, at value (identified cost, $166,979,675)

     $172,949,048  

Interest

     1,050,480  

Other assets

     19,324  

Total assets

     $174,018,852  
Liabilities         

Payables for

  

Distributions

     $58,216  

Daily variation margin on open futures contracts

     15,234  

TBA purchase commitments

     2,554,372  

Payable to affiliates

  

Investment adviser

     5,075  

Transfer agent and dividend disbursing costs

     2,114  

Payable for independent Trustees’ compensation

     27,063  

Accrued expenses and other liabilities

     88,955  

Total liabilities

     $2,751,029  

Net assets

     $171,267,823  
Net assets consist of         

Paid-in capital

     $177,956,740  

Unrealized appreciation (depreciation) on investments

     5,926,585  

Accumulated net realized gain (loss) on investments

     (8,552,561

Accumulated distributions in excess of net investment income

     (4,062,941

Net assets

     $171,267,823  

Shares of beneficial interest outstanding

     32,601,117  

Net asset value per share (net assets of $171,267,823 / 32,601,117 shares of beneficial interest outstanding)

     $5.25  

See Notes to Financial Statements

 

14


Table of Contents

Financial Statements

 

STATEMENT OF OPERATIONS

Six months ended 5/31/17 (unaudited)

This statement describes how much your fund earned in investment income and accrued in expenses. It also describes any gains and/or losses generated by fund operations.

 

Net investment income  

Income

  

Interest

     $2,943,269  

Dividends from underlying affiliated funds

     13,784  

Total investment income

     $2,957,053  

Expenses

  

Management fee

     $452,248  

Transfer agent and dividend disbursing costs

     36,377  

Administrative services fee

     18,400  

Independent Trustees’ compensation

     20,545  

Stock exchange fee

     15,800  

Custodian fee

     6,676  

Shareholder communications

     45,901  

Audit and tax fees

     39,360  

Legal fees

     2,566  

Miscellaneous

     14,492  

Total expenses

     $652,365  

Net investment income

     $2,304,688  
Realized and unrealized gain (loss) on investments         

Realized gain (loss) (identified cost basis)

  

Investments:

  

Non-affiliated issuers

     $(81,069

Underlying affiliated funds

     4  

Futures contracts

     (39,255

Net realized gain (loss) on investments

     $(120,320

Change in unrealized appreciation (depreciation)

  

Investments

     $999,743  

Futures contracts

     (36,466

Net unrealized gain (loss) on investments

     $963,277  

Net realized and unrealized gain (loss) on investments

     $842,957  

Change in net assets from operations

     $3,147,645  

See Notes to Financial Statements

 

15


Table of Contents

Financial Statements

 

STATEMENTS OF CHANGES IN NET ASSETS

These statements describe the increases and/or decreases in net assets resulting from operations, any distributions, and any shareholder transactions.

 

Change in net assets    Six months ended
5/31/17
(unaudited)
    

Year ended
11/30/16

 
From operations                  

Net investment income

     $2,304,688        $5,098,196  

Net realized gain (loss) on investments

     (120,320      875,861  

Net unrealized gain (loss) on investments

     963,277        (3,057,169

Change in net assets from operations

     $3,147,645        $2,916,888  
Distributions declared to shareholders                  

From net investment income

     $(3,212,382      $(6,599,348

From tax return of capital

            (6,745,927

From other sources

     (3,063,014       

Total distributions declared to shareholders

     $(6,275,396      $(13,345,275

Total change in net assets

     $(3,127,751      $(10,428,387
Net assets                  

At beginning of period

     174,395,574        184,823,961  

At end of period (including accumulated distributions in excess of net investment income of $4,062,941 and $92,233, respectively)

     $171,267,823        $174,395,574  

See Notes to Financial Statements

 

16


Table of Contents

Financial Statements

 

FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand the fund’s financial performance for the semiannual period and the past 5 fiscal years. Certain information reflects financial results for a single fund share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the fund share class (assuming reinvestment of all distributions) held for the entire period.

 

   

Six months
ended
5/31/17

(unaudited)

    Years ended 11/30  
      2016     2015     2014     2013     2012  
                                 

Net asset value, beginning of period

    $5.35       $5.67       $6.07       $6.24       $6.88       $7.01  
Income (loss) from investment operations                                  

Net investment income (d)

    $0.07       $0.16 (c)      $0.17       $0.18       $0.20       $0.23  

Net realized and unrealized gain
(loss) on investments

    0.02       (0.07     (0.14     0.10       (0.36     0.15  

Total from investment operations

    $0.09       $0.09       $0.03       $0.28       $(0.16     $0.38  
Less distributions declared to shareholders                  

From net investment income

    $(0.10     $(0.20     $(0.20     $(0.22     $(0.23     $(0.32

From tax return of capital

          (0.21     (0.23     (0.23     (0.25     (0.19

From other sources

    (0.09                              

Total distributions declared to
shareholders

    $(0.19     $(0.41     $(0.43     $(0.45     $(0.48     $(0.51

Net asset value, end of period (x)

    $5.25       $5.35       $5.67       $6.07       $6.24       $6.88  

Market value, end of period

    $4.94       $5.06       $5.26       $5.80       $5.62       $6.76  

Total return at market value (%)

    1.45 (n)      3.82       (2.02     11.46       (10.19     6.12  

Total return at net asset
value (%) (j)(r)(s)(x)

    1.97 (n)      1.84 (c)      0.92       5.06       (2.02     5.54  
Ratios (%) (to average net assets)
and Supplemental data:
                                         

Expenses before expense
reductions (f)

    0.76 (a)      0.72 (c)      0.76       0.75       0.75       0.78  

Expenses after expense reductions (f)

    N/A       N/A       N/A       0.75       0.75       0.78  

Net investment income

    2.69 (a)      2.78 (c)      2.84       2.93       3.04       3.36  

Portfolio turnover

    19 (n)      41       74       62       100       41  

Net assets at end of period
(000 omitted)

    $171,268       $174,396       $184,824       $197,831       $203,337       $223,942  

 

17


Table of Contents

Financial Highlights – continued

 

 

(a) Annualized.
(c) Amount reflects a one-time reimbursement of expenses by the custodian (or former custodian) without which net investment income and performance would be lower and expenses would be higher.
(d) Per share data is based on average shares outstanding.
(f) Ratios do not reflect reductions from fees paid indirectly, if applicable.
(j) Total return at net asset value is calculated using the net asset value of the fund, not the publicly traded price and therefore may be different than the total return at market value.
(n) Not annualized.
(r) Certain expenses have been reduced without which performance would have been lower.
(s) From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower.
(x) The net asset values and total returns at net asset value have been calculated on net assets which include adjustments made in accordance with U.S. generally accepted accounting principles required at period end for financial reporting purposes.

See Notes to Financial Statements

 

18


Table of Contents

NOTES TO FINANCIAL STATEMENTS

(unaudited)

(1) Business and Organization

MFS Government Markets Income Trust (the fund) is organized as a Massachusetts business trust and is registered under the Investment Company Act of 1940, as amended, as a diversified closed-end management investment company.

The fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 946 Financial Services – Investment Companies.

(2) Significant Accounting Policies

General – The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. In the preparation of these financial statements, management has evaluated subsequent events occurring after the date of the fund’s Statement of Assets and Liabilities through the date that the financial statements were issued.

In October 2016, the Securities and Exchange Commission (SEC) released its Final Rule on Investment Company Reporting Modernization (the “Rule”). The Rule, which introduces two new regulatory reporting forms for investment companies – Form N-PORT and Form N-CEN – also contains amendments to Regulation S-X which impact financial statement presentation, particularly the presentation of derivative investments. Although still evaluating the impacts of the Rule, management believes that many of the Regulation S-X amendments are consistent with the fund’s current financial statement presentation and expects that the fund will be able to comply with the Rule’s Regulation S-X amendments by the August 1, 2017 compliance date.

In March 2017, the FASB issued Accounting Standards Update 2017-08, Receivables – Nonrefundable Fees and Other Costs (Subtopic 310-20) – Premium Amortization on Purchased Callable Debt Securities (“ASU 2017-08”). For entities that hold callable debt securities at a premium, ASU 2017-08 requires that the premium be amortized to the earliest call date. ASU 2017-08 will be effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Management is still evaluating the potential impacts of ASU 2017-08 but believes that adoption of ASU 2017-08 will not have a material effect on the fund’s overall financial position or its overall results of operations.

Balance Sheet Offsetting – The fund’s accounting policy with respect to balance sheet offsetting is that, absent an event of default by the counterparty or a termination of the agreement, the International Swaps and Derivatives Association (ISDA) Master Agreement does not result in an offset of reported amounts of financial assets and financial liabilities in the Statement of Assets and Liabilities across transactions between the fund and the applicable counterparty. The fund’s right to setoff may be restricted or prohibited by the bankruptcy or insolvency laws of the particular jurisdiction to which a specific master netting agreement counterparty is subject. Balance sheet

 

19


Table of Contents

Notes to Financial Statements (unaudited) – continued

 

offsetting disclosures, to the extent applicable to the fund, have been included in the fund’s Significant Accounting Policies note under the captions for each of the fund’s in-scope financial instruments and transactions.

Investment Valuations – Debt instruments and floating rate loans, including restricted debt instruments, are generally valued at an evaluated or composite bid as provided by a third-party pricing service. Short-term instruments with a maturity at issuance of 60 days or less may be valued at amortized cost, which approximates market value. Futures contracts are generally valued at last posted settlement price on their primary exchange as provided by a third-party pricing service. Futures contracts for which there were no trades that day for a particular position are generally valued at the closing bid quotation on their primary exchange as provided by a third-party pricing service. Open-end investment companies are generally valued at net asset value per share. Securities and other assets generally valued on the basis of information from a third-party pricing service may also be valued at a broker/dealer bid quotation. Values obtained from third-party pricing services can utilize both transaction data and market information such as yield, quality, coupon rate, maturity, type of issue, trading characteristics, and other market data. The values of foreign securities and other assets and liabilities expressed in foreign currencies are converted to U.S. dollars using the mean of bid and asked prices for rates provided by a third-party pricing service.

The Board of Trustees has delegated primary responsibility for determining or causing to be determined the value of the fund’s investments (including any fair valuation) to the adviser pursuant to valuation policies and procedures approved by the Board. If the adviser determines that reliable market quotations are not readily available, investments are valued at fair value as determined in good faith by the adviser in accordance with such procedures under the oversight of the Board of Trustees. Under the fund’s valuation policies and procedures, market quotations are not considered to be readily available for most types of debt instruments and floating rate loans and many types of derivatives. These investments are generally valued at fair value based on information from third-party pricing services. In addition, investments may be valued at fair value if the adviser determines that an investment’s value has been materially affected by events occurring after the close of the exchange or market on which the investment is principally traded (such as foreign exchange or market) and prior to the determination of the fund’s net asset value, or after the halting of trading of a specific security where trading does not resume prior to the close of the exchange or market on which the security is principally traded. The adviser generally relies on third-party pricing services or other information (such as the correlation with price movements of similar securities in the same or other markets; the type, cost and investment characteristics of the security; the business and financial condition of the issuer; and trading and other market data) to assist in determining whether to fair value and at what value to fair value an investment. The value of an investment for purposes of calculating the fund’s net asset value can differ depending on the source and method used to determine value. When fair valuation is used, the value of an investment used to determine the fund’s net asset value may differ from quoted or published prices for the same investment. There can be no assurance that the fund could obtain the fair value assigned to an investment if it were to sell the investment at the same time at which the fund determines its net asset value per share.

 

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Various inputs are used in determining the value of the fund’s assets or liabilities. These inputs are categorized into three broad levels. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fund’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment. Level 1 includes unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 includes other significant observable market-based inputs (including quoted prices for similar securities, interest rates, prepayment speed, and credit risk). Level 3 includes unobservable inputs, which may include the adviser’s own assumptions in determining the fair value of investments. Other financial instruments are derivative instruments not reflected in total investments, such as futures contracts. The following is a summary of the levels used as of May 31, 2017 in valuing the fund’s assets or liabilities:

 

Investments at Value    Level 1     Level 2      Level 3      Total  
U.S. Treasury Bonds & U.S. Government Agency & Equivalents      $—       $55,136,884        $—        $55,136,884  
Non-U.S. Sovereign Debt            4,519,946               4,519,946  
Municipal Bonds            2,038,150               2,038,150  
U.S. Corporate Bonds            12,572,075               12,572,075  
Residential Mortgage-Backed Securities            84,992,415               84,992,415  
Commercial Mortgage-Backed Securities            1,008,421               1,008,421  
Asset-Backed Securities (including CDOs)            2,903,568               2,903,568  
Foreign Bonds            4,178,062               4,178,062  
Mutual Funds      5,599,527                     5,599,527  
Total Investments      $5,599,527       $167,349,521        $—        $172,949,048  
Other Financial Instruments                           
Futures Contracts – Assets      $26,300       $—        $—        $26,300  
Futures Contracts – Liabilities      (69,088                   (69,088

For further information regarding security characteristics, see the Portfolio of Investments.

Inflation-Adjusted Debt Securities – The fund invests in inflation-adjusted debt securities issued by the U.S. Treasury. The principal value of these debt securities is adjusted through income according to changes in the Consumer Price Index. These debt securities typically pay a fixed rate of interest, but this fixed rate is applied to the inflation-adjusted principal amount. The principal paid at maturity of the debt security is typically equal to the inflation-adjusted principal amount, or the security’s original par value, whichever is greater. Other types of inflation-adjusted securities may use other methods to adjust for other measures of inflation.

Foreign Currency Translation – Purchases and sales of foreign investments, income, and expenses are converted into U.S. dollars based upon currency exchange rates prevailing on the respective dates of such transactions or on the reporting date for foreign denominated receivables and payables. Gains and losses attributable to foreign currency exchange rates on sales of securities are recorded for financial statement

 

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purposes as net realized gains and losses on investments. Gains and losses attributable to foreign exchange rate movements on receivables, payables, income and expenses are recorded for financial statement purposes as foreign currency transaction gains and losses. That portion of both realized and unrealized gains and losses on investments that results from fluctuations in foreign currency exchange rates is not separately disclosed.

Derivatives – The fund uses derivatives for different purposes, primarily to increase or decrease exposure to a particular market or segment of the market, or security, to increase or decrease interest rate or currency exposure, or as alternatives to direct investments. Derivatives are used for hedging or non-hedging purposes. While hedging can reduce or eliminate losses, it can also reduce or eliminate gains. When the fund uses derivatives as an investment to increase market exposure, or for hedging purposes, gains and losses from derivative instruments may be substantially greater than the derivative’s original cost.

The derivative instruments used by the fund were futures contracts. The fund’s period end derivatives, as presented in the Portfolio of Investments and the associated Derivative Contract tables, generally are indicative of the volume of its derivative activity during the period.

The following table presents, by major type of derivative contract, the fair value, on a gross basis, of the asset and liability components of derivatives held by the fund at May 31, 2017 as reported in the Statement of Assets and Liabilities:

 

        Fair Value (a)  
Risk   Derivative Contracts   Asset Derivatives     Liability Derivatives  
Interest Rate   Interest Rate Futures     $26,300       $(69,088)  

 

(a) The value of futures contracts includes cumulative appreciation (depreciation) as reported in the fund’s Portfolio of Investments. Only the current day net variation margin for futures contracts is separately reported within the fund’s Statement of Assets and Liabilities.

The following table presents, by major type of derivative contract, the realized gain (loss) on derivatives held by the fund for the six months ended May 31, 2017 as reported in the Statement of Operations:

 

Risk    Futures Contracts  
Interest Rate      $(39,255

The following table presents, by major type of derivative contract, the change in unrealized appreciation (depreciation) on derivatives held by the fund for the six months ended May 31, 2017 as reported in the Statement of Operations:

 

Risk    Futures Contracts  
Interest Rate      $(36,466

Derivative counterparty credit risk is managed through formal evaluation of the creditworthiness of all potential counterparties. On certain, but not all, uncleared derivatives, the fund attempts to reduce its exposure to counterparty credit risk whenever possible by entering into an ISDA Master Agreement on a bilateral basis. The ISDA Master Agreement gives each party to the agreement the right to terminate all transactions traded under such agreement if there is a certain deterioration in the

 

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credit quality of the other party. Upon an event of default or a termination of the ISDA Master Agreement, the non-defaulting party has the right to close out all transactions traded under such agreement and to net amounts owed under each agreement to one net amount payable by one party to the other. This right to close out and net payments across all transactions traded under the ISDA Master Agreement could result in a reduction of the fund’s credit risk to such counterparty equal to any amounts payable by the fund under the applicable transactions, if any.

Collateral and margin requirements differ by type of derivative. Margin requirements are set by the clearing broker and the clearing house for cleared derivatives (e.g., futures contracts, cleared swaps, and exchange-traded options) while collateral terms are contract specific for uncleared derivatives (e.g., forward foreign currency exchange contracts, uncleared swap agreements, and uncleared options). For derivatives traded under an ISDA Master Agreement, which contains a collateral support annex, the collateral requirements are netted across all transactions traded under such agreement and one amount is posted from one party to the other to collateralize such obligations. Cash that has been segregated to cover the fund’s collateral or margin obligations under derivative contracts, if any, will be reported separately in the Statement of Assets and Liabilities as “Restricted cash” or “Deposits with brokers.” Securities pledged as collateral or margin for the same purpose, if any, are noted in the Portfolio of Investments. The fund may be required to make payments of interest on uncovered collateral or margin obligations with the broker. Any such payments are included in “Miscellaneous” expense in the Statement of Operations.

Futures Contracts – The fund entered into futures contracts which may be used to hedge against or obtain broad market exposure, interest rate exposure, currency exposure, or to manage duration. A futures contract represents a commitment for the future purchase or sale of an asset at a specified price on a specified date.

Upon entering into a futures contract, the fund is required to deposit with the broker, either in cash or securities, an initial margin in an amount equal to a certain percentage of the notional amount of the contract. Subsequent payments (variation margin) are made or received by the fund each day, depending on the daily fluctuations in the value of the contract, and are recorded for financial statement purposes as unrealized gain or loss by the fund until the contract is closed or expires at which point the gain or loss on futures contracts is realized.

The fund bears the risk of interest rates, exchange rates or securities prices moving unexpectedly, in which case, the fund may not achieve the anticipated benefits of the futures contracts and may realize a loss. While futures contracts may present less counterparty risk to the fund since the contracts are exchange traded and the exchange’s clearinghouse guarantees payments to the broker, there is still counterparty credit risk due to the insolvency of the broker. The fund’s maximum risk of loss due to counterparty credit risk is equal to the margin posted by the fund to the broker plus any gains or minus any losses on the outstanding futures contracts.

Dollar Roll Transactions – The fund enters into dollar roll transactions, with respect to mortgage-backed securities issued by Ginnie Mae, Fannie Mae, and Freddie Mac, in which the fund sells mortgage-backed securities to financial institutions and simultaneously agrees to purchase similar (same issuer, type and coupon) securities at a

 

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later date at an agreed-upon price. During the period between the sale and repurchase in a dollar roll transaction the fund will not be entitled to receive interest and principal payments on the securities sold but is compensated by interest earned on the proceeds of the initial sale and by a lower purchase price on the securities to be repurchased which enhances the fund’s total return. The fund accounts for dollar roll transactions as purchases and sales and realizes gains and losses on these transactions.

Indemnifications – Under the fund’s organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the fund. Additionally, in the normal course of business, the fund enters into agreements with service providers that may contain indemnification clauses. The fund’s maximum exposure under these agreements is unknown as this would involve future claims that may be made against the fund that have not yet occurred.

Investment Transactions and Income – Investment transactions are recorded on the trade date. Interest income is recorded on the accrual basis. All premium and discount is amortized or accreted for financial statement purposes in accordance with U.S. generally accepted accounting principles. Some securities may be purchased on a “when-issued” or “forward delivery” basis, which means that the securities will be delivered to the fund at a future date, usually beyond customary settlement time. Inflation-indexed bonds are fixed-income securities whose principal value is periodically adjusted upward or downward based on the rate of inflation. Interest is accrued based on the principal value, which is adjusted for inflation. Any increase or decrease in the principal amount of an inflation-indexed bond is generally recorded as an increase or decrease in interest income, respectively, even though the adjusted principal is not received until maturity. Interest payments received in additional securities are recorded on the ex-interest date in an amount equal to the value of the security on such date.

The fund may receive proceeds from litigation settlements. Any proceeds received from litigation involving portfolio holdings are reflected in the Statement of Operations in realized gain/loss if the security has been disposed of by the fund or in unrealized gain/loss if the security is still held by the fund. Any other proceeds from litigation not related to portfolio holdings are reflected as other income in the Statement of Operations.

The fund invests a significant portion of its assets in asset-backed and/or mortgage-backed securities. The value of these securities may depend, in part, on the issuer’s or borrower’s credit quality or ability to pay principal and interest when due and that value may fall if an issuer or borrower defaults on its obligation to pay principal or interest or if the instrument’s credit rating is downgraded by a credit rating agency. U.S. Government securities not supported as to the payment of principal or interest by the U.S. Treasury, such as those issued by Fannie Mae, Freddie Mac, and the Federal Home Loan Banks, are subject to greater credit risk than are U.S. Government securities supported by the U.S. Treasury, such as those issued by Ginnie Mae.

The fund purchased or sold debt securities on a when-issued or delayed delivery basis, or in a “To Be Announced” (TBA) or “forward commitment” transaction with delivery or payment to occur at a later date beyond the normal settlement period. At the time a fund enters into a commitment to purchase or sell a security, the transaction is

 

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recorded and the value of the security acquired is reflected in the fund’s net asset value. The price of such security and the date that the security will be delivered and paid for are fixed at the time the transaction is negotiated. The value of the security may vary with market fluctuations. TBA securities resulting from these transactions are included in the Portfolio of Investments. TBA purchase commitments are held at carrying amount, which approximates fair value and are categorized as level 2 within the fair value hierarchy. No interest accrues to the fund until payment takes place. At the time that a fund enters into this type of transaction, the fund is required to have sufficient cash and/or liquid securities to cover its commitments. Losses may arise due to changes in the value of the underlying securities or if the counterparty does not perform under the contract’s terms, or if the issuer does not issue the securities due to political, economic or other factors. Additionally, losses may arise due to declines in the value of the securities prior to settlement date.

To mitigate this risk of loss on TBA securities and other types of forward settling mortgage-backed securities, the fund whenever possible enters into a Master Securities Forward Transaction Agreement (“MSFTA”) on a bilateral basis with each of the counterparties with whom it undertakes a significant volume of transactions. The MSFTA gives each party to the agreement the right to terminate all transactions traded under such agreement if there is a certain deterioration in the credit quality of the other party. Upon an event of default or a termination of the MSFTA, the non-defaulting party has the right to close out all transactions traded under such agreement and to net amounts owed under each transaction to one net amount payable by one party to the other. This right to close out and net payments across all transactions traded under the MSFTA could result in a reduction of the fund’s credit risk to such counterparty equal to any amounts payable by the fund under the applicable transactions, if any.

For mortgage-backed securities traded under a MSFTA, the collateral and margining requirements are contract specific. Collateral amounts across all transactions traded under such agreement are netted and one amount is posted from one party to the other to collateralize such obligations. Cash that has been pledged to cover the fund’s collateral or margin obligations under a MSFTA, if any, will be reported separately on the Statement of Assets and Liabilities as restricted cash. Securities pledged as collateral or margin for the same purpose, if any, are noted in the Portfolio of Investments.

Tax Matters and Distributions – The fund intends to qualify as a regulated investment company, as defined under Subchapter M of the Internal Revenue Code, and to distribute all of its taxable income, including realized capital gains. As a result, no provision for federal income tax is required. The fund’s federal tax returns, when filed, will remain subject to examination by the Internal Revenue Service for a three year period. Management has analyzed the fund’s tax positions taken on federal and state tax returns for all open tax years and does not believe that there are any uncertain tax positions that require recognition of a tax liability. Foreign taxes, if any, have been accrued by the fund in the accompanying financial statements in accordance with the applicable foreign tax law. Foreign income taxes may be withheld by certain countries in which the fund invests. Additionally, capital gains realized by the fund on securities issued in or by certain foreign countries may be subject to capital gains tax imposed by those countries.

 

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Distributions to shareholders are recorded on the ex-dividend date. The fund seeks to pay monthly distributions based on an annual rate of 7.25% of the fund’s average monthly net asset value. As a result, distributions may exceed actual earnings which may result in a tax return of capital or, to the extent the fund has long-term gains, distributions of current year long-term gains may be recharacterized as ordinary income. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from U.S. generally accepted accounting principles. Certain capital accounts in the financial statements are periodically adjusted for permanent differences in order to reflect their tax character. These adjustments have no impact on net assets or net asset value per share. Temporary differences which arise from recognizing certain items of income, expense, gain or loss in different periods for financial statement and tax purposes will reverse at some time in the future.

Book/tax differences primarily relate to expiration of capital loss carryforwards, amortization and accretion of debt securities, and straddle loss deferrals.

For the six months ended May 31, 2017, the amount of distributions estimated to be a tax return of capital was approximately $3,063,014 which are reported as distributions from other sources in the Statements of Changes in Net Assets. The tax character of distributions made during the current period will be determined at fiscal year end. The tax character of distributions declared to shareholders for the last fiscal year is as follows:

 

    

Year ended

11/30/16

 
Ordinary income (including any
short-term capital gains)
     $6,599,348  
Tax return of capital (b)      6,745,927  
Total distributions      $13,345,275  

 

(b) Distributions in excess of tax basis earnings and profits are reported in the financial statements as a tax return of capital.

The federal tax cost and the tax basis components of distributable earnings were as follows:

 

As of 5/31/17       
Cost of investments      $172,456,958  
Gross appreciation      5,709,359  
Gross depreciation      (5,217,269
Net unrealized appreciation (depreciation)      $492,090  
As of 11/30/16       
Capital loss carryforwards      (884,601
Other temporary differences      (2,430,807
Net unrealized appreciation (depreciation)      (245,758

The aggregate cost above includes prior fiscal year end tax adjustments, if applicable.

Under the Regulated Investment Company Modernization Act of 2010 (the “Act”), net capital losses recognized for fund fiscal years beginning after November 30, 2011 may be carried forward indefinitely, and their character is retained as short-term and/or

 

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long-term losses (“post-enactment losses”). Previously, net capital losses were carried forward for eight years and treated as short-term losses (“pre-enactment losses”). As a transition rule, the Act requires that all post-enactment net capital losses be used before pre-enactment net capital losses. As of November 30, 2016, the fund had capital loss carryforwards available to offset future realized gains as follows:

 

Pre-enactment losses which expire
as follows:
 
11/30/17      $(129,764
11/30/18      (199,149
Total      $(328,913
Post-enactment losses which are
characterized as follows:
 
Short-Term      $(104,117
Long-Term      (451,571
Total      $(555,688

(3) Transactions with Affiliates

Investment Adviser – The fund has an investment advisory agreement with MFS to provide overall investment management and related administrative services and facilities to the fund. The management fee is computed daily and paid monthly at an annual rate of 0.32% of the fund’s average daily net assets and 5.33% of gross income. Gross income is calculated based on tax elections that generally include the accretion of discount and exclude the amortization of premium, which may differ from investment income reported in the Statement of Operations. MFS has agreed to reduce its management fee to the lesser of the contractual management fee as set forth above or 0.85% of the fund’s average daily net assets. This written agreement will continue until modified by the fund’s Board of Trustees, but such agreement will continue at least until November 30, 2018. For the six months ended May 31, 2017, the fund’s average daily net assets and gross income fees did not meet the thresholds required to waive the management fee under this agreement. The management fee, from net assets and gross income, incurred for the six months ended May 31, 2017 was equivalent to an annual effective rate of 0.53% of the fund’s average daily net assets.

The investment adviser has agreed in writing to pay a portion of the fund’s total annual operating expenses, excluding interest, taxes, extraordinary expenses, brokerage and transaction costs, and investment-related expenses, such that total annual operating expenses do not exceed 0.80% annually of the fund’s average daily net assets. This written agreement will continue until modified by the fund’s Board of Trustees, but such agreement will continue at least until November 30, 2018. For the six months ended May 31, 2017, the fund’s actual operating expenses did not exceed the limit and therefore, the investment adviser did not pay any portion of the fund’s expenses related to this agreement.

Transfer Agent – The fund engages Computershare Trust Company, N.A. (“Computershare”) as the sole transfer agent for the fund. MFS Service Center, Inc. (MFSC) monitors and supervises the activities of Computershare for an agreed upon fee approved by the Board of Trustees. For the six months ended May 31, 2017, these fees paid to MFSC amounted to $10,630.

 

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Administrator – MFS provides certain financial, legal, shareholder communications, compliance, and other administrative services to the fund. Under an administrative services agreement, the fund reimburses MFS the costs incurred to provide these services. The fund is charged an annual fixed amount of $17,500 plus a fee based on average daily net assets. The administrative services fee incurred for the six months ended May 31, 2017 was equivalent to an annual effective rate of 0.0215% of the fund’s average daily net assets.

Trustees’ and Officers’ Compensation – The fund pays compensation to independent Trustees in the form of a retainer, attendance fees, and additional compensation to Board and Committee chairpersons. The fund does not pay compensation directly to Trustees or officers of the fund who are also officers of the investment adviser, all of whom receive remuneration for their services to the fund from MFS. Certain officers and Trustees of the fund are officers or directors of MFS and MFSC.

Prior to December 31, 2001, the fund had an unfunded defined benefit plan (“DB plan”) for independent Trustees. As of December 31, 2001, the Board took action to terminate the DB plan with respect to then-current and any future independent Trustees, such that the DB plan covers only certain of those former independent Trustees who retired on or before December 31, 2001. The DB plan resulted in a pension expense of $2,178 and is included in “Independent Trustees’ compensation” in the Statement of Operations for the six months ended May 31, 2017. The liability for deferred retirement benefits payable to certain independent Trustees under the DB plan amounted to $26,051 at May 31, 2017, and is included in “Payable for independent Trustees’ compensation” in the Statement of Assets and Liabilities.

Other – This fund and certain other funds managed by MFS (the funds) have entered into a service agreement (the ISO Agreement) which provides for payment of fees solely by the funds to Tarantino LLC in return for the provision of services of an Independent Senior Officer (ISO) for the funds. Frank L. Tarantino serves as the ISO and is an officer of the funds and the sole member of Tarantino LLC. The funds can terminate the ISO Agreement with Tarantino LLC at any time under the terms of the ISO Agreement. For the six months ended May 31, 2017, the fee paid by the fund under this agreement was $164 and is included in “Miscellaneous” expense in the Statement of Operations. MFS has agreed to bear all expenses associated with office space, other administrative support, and supplies provided to the ISO.

The fund invests in the MFS Institutional Money Market Portfolio which is managed by MFS and seeks current income consistent with preservation of capital and liquidity. This money market fund does not pay a management fee to MFS.

(4) Portfolio Securities

For the six months ended May 31, 2017, purchases and sales of investments, other than short-term obligations, were as follows:

 

     Purchases      Sales  
U.S. Government securities      $28,123,975        $28,895,313  
Investments (non-U.S. Government securities)      $3,887,747        $8,549,420  

 

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(5) Shares of Beneficial Interest

The fund’s Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional shares of beneficial interest. The Trustees have authorized the repurchase by the fund of up to 10% annually of its own shares of beneficial interest. During the six months ended May 31, 2017 and the year ended November 30, 2016, there were no transactions in fund shares.

(6) Line of Credit

The fund and certain other funds managed by MFS participate in a $1.25 billion unsecured committed line of credit, subject to a $1 billion sublimit, provided by a syndication of banks under a credit agreement. Borrowings may be made for temporary financing needs. Interest is charged to each fund, based on its borrowings, generally at a rate equal to the higher of the Overnight Federal Reserve funds rate or daily one month LIBOR plus an agreed upon spread. A commitment fee, based on the average daily, unused portion of the committed line of credit, is allocated among the participating funds at the end of each calendar quarter. In addition, the fund and other funds managed by MFS have established unsecured uncommitted borrowing arrangements with certain banks for temporary financing needs. Interest is charged to each fund, based on its borrowings, at a rate equal to the Overnight Federal Reserve funds rate plus an agreed upon spread. For the six months ended May 31, 2017, the fund’s commitment fee and interest expense were $626 and $0, respectively, and are included in “Miscellaneous” expense in the Statement of Operations.

(7) Transactions in Underlying Affiliated Funds-Affiliated Issuers

An affiliated issuer may be considered one in which the fund owns 5% or more of the outstanding voting securities, or a company which is under common control. For the purposes of this report, the fund assumes the following to be an affiliated issuer:

 

Underlying Affiliated Fund    Beginning
Shares/Par
Amount
     Acquisitions
Shares/Par
Amount
     Dispositions
Shares/Par
Amount
     Ending
Shares/Par
Amount
 
MFS Institutional Money
Market Portfolio
     10,282,023        21,578,502        (26,260,998      5,599,527  
Underlying Affiliated Fund    Realized
Gain (Loss)
     Capital Gain
Distributions
     Dividend
Income
     Ending
Value
 
MFS Institutional Money
Market Portfolio
     $4        $—        $13,784        $5,599,527  

 

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Trustees and Shareholders of MFS Government Markets Income Trust:

We have reviewed the accompanying statement of assets and liabilities of MFS Government Markets Income Trust (the “Fund”), including the portfolio of investments, as of May 31, 2017, and the related statements of operations and changes in net assets, and financial highlights for the six-month period ended May 31, 2017. These interim financial statements and financial highlights are the responsibility of the Fund’s management.

We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to the accompanying interim financial statements and financial highlights referred to above for them to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the statement of changes in net assets for the year ended November 30, 2016, and the financial highlights for each of the five years in the period ended November 30, 2016, and in our report dated January 13, 2017, we expressed an unqualified opinion on such statement of changes in net assets and financial highlights.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

July 14, 2017

 

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PROXY VOTING POLICIES AND INFORMATION

MFS votes proxies on behalf of the fund pursuant to proxy voting policies and procedures that are available without charge, upon request, by calling 1-800-225-2606, by visiting mfs.com (once you have selected “Individual Investor” as your role, click on “Individual Investor Home” in the top navigation and then select “Learn More About Proxy Voting” under the “I want to…” header on the left hand column of the page), or by visiting the SEC’s Web site at http://www.sec.gov.

Information regarding how the fund voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30 is available by August 31 of each year without charge by visiting mfs.com (once you have selected “Individual Investor” as your role, click on “Individual Investor Home” in the top navigation and then select “Learn More About Proxy Voting” under the “I want to…” header on the left hand column of the page), or by visiting the SEC’s Web site at http://www.sec.gov.

QUARTERLY PORTFOLIO DISCLOSURE

The fund will file a complete schedule of portfolio holdings with the Securities and Exchange Commission (the Commission) for the first and third quarters of each fiscal year on Form N-Q. A shareholder can obtain the quarterly portfolio holdings report at mfs.com. The fund’s Form N-Q is also available on the EDGAR database on the Commission’s Internet Web site at http://www.sec.gov, and may be reviewed and copied at the:

Public Reference Room

Securities and Exchange Commission

100 F Street, NE, Room 1580

Washington, D.C. 20549

Information on the operation of the Public Reference Room may be obtained by calling the Commission at 1-800-SEC-0330. Copies of the fund’s Form N-Q also may be obtained, upon payment of a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov or by writing the Public Reference Section at the above address.

FURTHER INFORMATION

From time to time, MFS may post important information about the fund or the MFS funds on the MFS web site (mfs.com). This information is available by visiting the “Market Commentary” and “Announcements” sub sections in the “Market Outlooks” section of mfs.com or by clicking on the fund’s name under “Closed-End Funds” in the “Products” section of mfs.com.

Additional information about the fund (e.g. performance, dividends and the fund’s price history) is also available by clicking on the fund’s name under “Closed-End Funds” in the “Products” section of mfs.com.

 

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INFORMATION ABOUT FUND CONTRACTS AND LEGAL CLAIMS

The fund has entered into contractual arrangements with an investment adviser, administrator, transfer agent, and custodian who each provide services to the fund. Unless expressly stated otherwise, shareholders are not parties to, or intended beneficiaries of these contractual arrangements, and these contractual arrangements are not intended to create any shareholder right to enforce them against the service providers or to seek any remedy under them against the service providers, either directly or on behalf of the fund.

Under the Trust’s By-Laws and Declaration of Trust, any claims asserted against or on behalf of the MFS Funds, including claims against Trustees and Officers, must be brought in state and federal courts located within the Commonwealth of Massachusetts.

 

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LOGO

 

CONTACT US

TRANSFER AGENT, REGISTRAR, AND

DIVIDEND DISBURSING AGENT

CALL

1-800-637-2304

9 a.m. to 5 p.m. Eastern time

WRITE

Computershare Trust Company, N.A.

P.O. Box 43078

Providence, RI 02940-3078

 

New York Stock Exchange Symbol: MGF


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ITEM 2. CODE OF ETHICS.

Effective January 1, 2017, the Code of Ethics (the “Code”) was amended to (i) clarify that the term “for profit” company as used in Section II.B of the Code excludes the investment adviser and its subsidiaries and pooled investment vehicles sponsored by the investment adviser or its subsidiaries, (ii) align the Code’s provisions regarding receipt of gifts and entertainment in Section II.B of the Code with the gifts and entertainment policy of the Funds’ investment adviser, and (iii) make other administrative changes. During the period covered by this report, the Registrant did not grant a waiver, including an implicit waiver, from any provision of the Code.

A copy of the amended Code effective as of January 1, 2017 is filed as an exhibit to this Form N-CSR.

 

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

Not applicable for semi-annual reports.

 

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Not applicable for semi-annual reports.

 

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not applicable for semi-annual reports.

 

ITEM 6. SCHEDULE OF INVESTMENTS

A schedule of investments for MFS Government Markets Income Trust is included as part of the report to shareholders under Item 1 of this Form N-CSR.

 

ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable for semi-annual reports.

 

ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

There were no changes during this period.


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ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

 

MFS Government Markets Income Trust  

Period

   (a) Total number
of Shares
Purchased
     (b)
Average
Price
Paid per
Share
     (c) Total
Number of
Shares
Purchased as
Part of Publicly
Announced
Plans or
Programs
     (d) Maximum
Number (or
Approximate
Dollar Value) of
Shares that May
Yet Be Purchased
under the Plans
or Programs
 

12/01/16-12/31/16

     0        N/A        0        3,260,111  

1/01/17-1/31/17

     0        N/A        0        3,260,111  

2/01/17-2/28/17

     0        N/A        0        3,260,111  

3/01/17-3/31/17

     0        N/A        0        3,260,111  

4/01/17-4/30/17

     0        N/A        0        3,260,111  

5/01/17-5/31/17

     0        N/A        0        3,260,111  
  

 

 

       

 

 

    

Total

     0           0     
  

 

 

       

 

 

    

Note: The Board approved procedures to repurchase shares and reviews the results periodically. The notification to shareholders of the program is part of the semi-annual and annual reports sent to shareholders. These annual programs begin on October 1st of each year. The programs conform to the conditions of Rule 10b-18 of the Securities Exchange Act of 1934 and limit the aggregate number of shares that may be purchased in each annual period (October 1 through the following September 30) to 10% of the Registrant’s outstanding shares as of the first day of the plan year (October 1). The aggregate number of shares available for purchase for the October 1, 2016 plan year is 3,260,111.

 

ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

There were no material changes to the procedures by which shareholders may send recommendations to the Board for nominees to the Registrant’s Board since the Registrant last provided disclosure as to such procedures in response to the requirements of Item 407 (c)(2)(iv) of Regulation S-K or this Item.

 

ITEM 11. CONTROLS AND PROCEDURES.

 

(a) Based upon their evaluation of the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “Act”)) as conducted within 90 days of the filing date of this Form N-CSR, the registrant’s principal financial officer and principal executive officer have concluded that those disclosure controls and procedures provide reasonable assurance that the material information required to be disclosed by the registrant on this report is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.


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(b) There were no changes in the registrant’s internal controls over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the second fiscal quarter covered by the report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

 

ITEM 12. EXHIBITS.

 

(a) File the exhibits listed below as part of this form. Letter or number the exhibits in the sequence indicated.

 

  (1) Any code of ethics, or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy the Item 2 requirements through filing of an exhibit. Attached hereto.

 

  (2) A separate certification for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2(a) under the Act (17 CFR 270.30a-2): Attached hereto.

 

  (3) Notices to Trust’s common shareholders in accordance with Investment Company Act Section 19(a) and Rule 19a-1. Attached hereto.

 

(b) If the report is filed under Section 13(a) or 15(d) of the Exchange Act, provide the certifications required by Rule 30a-2(b) under the Act (17 CFR 270.30a-2(b)), Rule 13a-14(b) or Rule 15d-14(b) under the Exchange Act (17 CFR 240.13a-14(b) or 240.15d-14(b)) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) as an exhibit. A certification furnished pursuant to this paragraph will not be deemed “filed” for the purposes of Section 18 of the Exchange Act (15 U.S.C. 78r), or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference: Attached hereto.


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Notice

A copy of the Amended and Restated Declaration of Trust of the Registrant is on file with the Secretary of State of the Commonwealth of Massachusetts and notice is hereby given that this instrument is executed on behalf of the Registrant by an officer of the Registrant as an officer and not individually and the obligations of or arising out of this instrument are not binding upon any of the Trustees or shareholders individually, but are binding only upon the assets and property of the respective constituent series of the Registrant.


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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Registrant: MFS GOVERNMENT MARKETS INCOME TRUST

 

By (Signature and Title)*    DAVID L. DILORENZO
  David L. DiLorenzo, President

Date: July 14, 2017

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

By (Signature and Title)*    DAVID L. DILORENZO
  David L. DiLorenzo, President (Principal Executive Officer)

Date: July 14, 2017

 

By (Signature and Title)*    JAMES O. YOST
  James O. Yost, Treasurer (Principal Financial Officer and Accounting Officer)

Date: July 14, 2017

 

* Print name and title of each signing officer under his or her signature.