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 811-5078
-------------------------------------------------------------------------------
MFS GOVERNMENT MARKETS INCOME TRUST
-------------------------------------------------------------------------------
(Exact name of registrant as specified in charter)
500 Boylston Street, Boston, Massachusetts 02116
-------------------------------------------------------------------------------
(Address of principal executive offices) (Zip code)
Stephen E. Cavan
Massachusetts Financial Services Company
500 Boylston Street
Boston, Massachusetts 02116
-------------------------------------------------------------------------------
(Name and address of agents for service)
Registrant's telephone number, including area code: (617) 954-5000
-------------------------------------------------------------------------------
Date of fiscal year end: November 30, 2003
-------------------------------------------------------------------------------
Date of reporting period: November 30, 2003
-------------------------------------------------------------------------------
ITEM 1. REPORT TO STOCKHOLDERS.
MFS(R) Mutual Funds
ANNUAL REPORT 11/30/03
[graphic omitted]
MFS(R) GOVERNMENT
MARKETS INCOME TRUST
A path for pursuing opportunity
[logo] M F S(R)
INVESTMENT MANAGEMENT
-------------------------------------------------------------------------------
MFS(R) PRIVACY POLICY: A COMMITMENT TO YOU
-------------------------------------------------------------------------------
Privacy is a concern for every investor today. At MFS Investment Management(R)
and the MFS funds, we take this concern very seriously. We want you to
understand our policies about every MFS investment product and service that we
offer and how we protect the nonpublic personal information of investors who
have a direct relationship with us and our wholly owned subsidiaries.
Throughout our business relationship, you provide us with personal information;
we maintain information and records about you, your investments, and the
services you use. Examples of the nonpublic personal information we maintain
include
o data from investment applications and other forms
o share balances and transactional history with us, our affiliates, or others
o facts from a consumer reporting agency
We do not disclose any nonpublic personal information about our customers or
former customers to anyone except as permitted by law. We may share information
with companies or financial institutions that perform marketing services on our
behalf or to other financial institutions with which we have joint marketing
arrangements. Access to your nonpublic personal information is limited to
appropriate personnel who provide products, services, or information to you. We
maintain physical, electronic, and procedural safeguards that comply with
applicable federal regulations.
If you have any questions about MFS' privacy policy, please call 1-800-225-2606
any business day between 8 a.m. and 8 p.m. Eastern time.
Note: If you own MFS products or receive MFS services in the name of a third
party such as a bank or broker-dealer, their privacy policy may apply to you
instead of ours.
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
NOT FDIC INSURED MAY LOSE VALUE NO BANK GUARANTEE
NOT A DEPOSIT NOT INSURED BY ANY FEDERAL GOVERNMENT AGENCY
-------------------------------------------------------------------------------
MFS(R) GOVERNMENT MARKETS INCOME TRUST
The trust seeks to provide a high level of current income.
New York Stock Exchange Symbol: MGF
-------------------------------------------------------------------------------
To view MFS' statement concerning regulatory issues affecting the mutual fund
industry and the firm, please visit www.mfs.com.
-------------------------------------------------------------------------------
TABLE OF CONTENTS
----------------------------------------------------
MFS PRIVACY POLICY
----------------------------------------------------
LETTER FROM THE CHAIRMAN 1
----------------------------------------------------
MFS ORIGINAL RESEARCH(R) 2
----------------------------------------------------
MANAGEMENT REVIEW 3
----------------------------------------------------
PERFORMANCE SUMMARY 6
----------------------------------------------------
DIVIDEND REINVESTMENT AND CASH PURCHASE PLAN 8
----------------------------------------------------
RESULTS OF SHAREHOLDER MEETINGS 9
----------------------------------------------------
PORTFOLIO OF INVESTMENTS 10
----------------------------------------------------
FINANCIAL STATEMENTS 16
----------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 21
----------------------------------------------------
INDEPENDENT AUDITORS' REPORT 31
----------------------------------------------------
TRUSTEES AND OFFICERS 32
----------------------------------------------------
FEDERAL TAX INFORMATION 34
----------------------------------------------------
CONTACT INFORMATION 35
-------------------------------------------------------------------------------
LETTER FROM THE CHAIRMAN
-------------------------------------------------------------------------------
Dear Shareholders,
[photo of Jeffrey L. Shames]
In our view, the past year has been a promising one for investors. Financial
markets have improved steadily, spurred by indications of a global economic
recovery.
These developments make this an encouraging time for MFS and for our
shareholders. But we also think it's a time to reinforce the fundamentals of a
sound investment strategy.
At MFS, we think in any market environment the best approach for investors is
disciplined diversification. This method of investing involves three simple
steps. First, allocate your holdings across the major asset classes. Second,
diversify within each class so that you get exposure to different investment
styles, such as growth and value, and market sectors, such as government and
corporate bonds. Finally, to respond to the way market activity can shift the
value of your accounts, rebalance your accounts on a routine schedule, such as
once per year. Doing so will help you maintain your desired allocation across
each asset class.
These investing fundamentals are often lost when markets are on an upswing. At
such times, it's easy to be tempted to shift your holdings into the current,
"hottest" performing investment. History suggests, however, that it is
difficult to predict year after year what the best performing sector or market
will be. While it is true that the past cannot offer any guarantees for the
future, the markets historically have demonstrated the benefits of taking the
prudent approach and spreading your assets across a variety of holdings. For
investors with long-term goals such as college or retirement, a balanced
approach usually makes the most sense. As always, your investment professional
can help you identify an appropriate mix of investments for your needs.
Respectfully,
/s/ Jeffrey L. Shames
Jeffrey L. Shames
Chairman
MFS Investment Management(R)
December 19, 2003
The opinions expressed in this letter are those of MFS and no forecasts can be
guaranteed.
-------------------------------------------------------------------------------
MFS ORIGINAL RESEARCH(R)
-------------------------------------------------------------------------------
THE HUMAN SIDE OF MONEY MANAGEMENT
For nearly 80 years MFS has been offering investors clear paths to pursuing
specific investment objectives. Today, millions of individuals and thousands
of institutions all over the world look to MFS to manage their assets with
insight and care.
Our success, we believe, has to do with the fact that we see investors as
people with plans, not just dollars to invest.
When you invest with MFS, you invest with a company dedicated to helping you
realize your long-term financial goals.
INVESTORS CHOOSE MFS FOR OUR
o global asset management expertise across all asset classes
o time-tested money management process for pursuing consistent results
o full spectrum of investment products backed by MFS Original Research(R)
o resources and services that match real-life needs
TURNING INFORMATION INTO OPPORTUNITY
Sound investments begin with sound information. MFS has been doing its own
research and analyzing findings in-house for decades. The process we use to
uncover opportunity is called MFS Original Research(R).
MFS ORIGINAL RESEARCH INVOLVES:
o meeting with the management of 3,000 companies each year to assess their
business plans and the managers' ability to execute those plans
o making onsite visits to more than 2,000 companies annually to gain first-hand
knowledge of their operations and products
o analyzing financial statements and balance sheets
o talking extensively with companies' customers and competitors
o developing our own proprietary estimates of companies' earnings
-------------------------------------------------------------------------------
MANAGEMENT REVIEW
-------------------------------------------------------------------------------
MARKET ENVIRONMENT
The bond market for the 12 months ended November 30, 2003, was influenced by
accommodative worldwide monetary policies and low interest rates paid by
government bonds. As the global economies began to respond to stimulative
monetary policies, investors became less risk averse and turned toward
investments they had avoided in 2002.
Although global interest rates on November 30, 2003, were not that different
from what they had been in November of 2002, they were fairly volatile during
that 12-month period, especially in the summer months of 2003. For example,
the 10-year U.S. Treasury bond reached 3.10% in June 2003 - a four-decade low.
However, Treasury interest rates then rose from late June through August when
they reached 4.60% in September 2003. (Principal value and interest on
Treasury securities are guaranteed by the U.S. government if held to
maturity.)
--------------------------------------------------
TOP 5 PORTFOLIO ALLOCATIONS
AS OF 11/30/03
MORTGAGE-BACKED SECURITIES 31.3%
--------------------------------------------------
U.S. AGENCIES 27.8%
--------------------------------------------------
U.S. TREASURIES 24.8%
--------------------------------------------------
INTERNATIONAL SOVEREIGNS 10.7%
--------------------------------------------------
EMERGING MARKETS DEBT 3.2%
--------------------------------------------------
The portfolio is actively managed, and current
holdings may be different.
--------------------------------------------------
TRUST POSITIONING
MFS Government Markets Income Trust is a high-quality portfolio that includes,
as a whole, primarily U.S. government bonds, mortgage-backed securities,
international government bonds, and emerging markets bonds.
The biggest shift in portfolio holdings was to reduce the trust's position in
mortgage-backed securities from nearly 46% in November of 2002 to 31% by
November of 2003. We also increased trust holdings in U.S. government agency
bonds. In both cases, those shifts occurred primarily in the summer months of
2003.
DETRACTORS FROM PERFORMANCE
The change we made in the trust's positioning detracted somewhat from
performance. Although the trust's government agency holdings provided positive
absolute returns for the period, returns from mortgage-backed securities were
higher. When mortgage rates rose during the summer months, prepayment activity
from refinancing slowed. Investors who were looking for better returns than
they could find on U.S. Treasury bonds turned to the higher yields offered by
mortgage-backed issues. Because we had reduced our mortgage holdings, the trust
did not participate fully in returns offered by that sector.
CONTRIBUTORS TO PERFORMANCE
International government bonds made a strong contribution to trust
performance, especially those from Germany, Spain, Austria, and Canada. The
trust's holdings in emerging markets debt was also a plus, as was its small,
unhedged currency position.
While 10-year U.S. Treasury yields rose slightly over the period, yields on
German, Spanish, Austrian, and Canadian government debt fell. As a result,
prices of those bonds appreciated. In Germany, relatively low inflation and a
weak economy contributed to the decline in yields. A combination of low
inflation and prudent fiscal policy led to the yield declines experienced in
the other three countries.
Emerging markets debt holdings comprised approximately 3% of the trust's
portfolio throughout the period ended November 30, 2003. Although our
allocation to the group was relatively small, it did contribute to trust
returns. As global economic conditions improved, investors returned to the
sector in their search for higher returns and that caused the value of these
securities to rise.
Trust performance also received a boost from currency appreciation on the
small portion of the portfolio - approximately 4% to 5% toward the end of the
period - that was invested in bonds denominated in foreign currency,
particularly the Euro. When the value of the Euro rose, the trust benefited
from that increase.
Respectfully,
/s/ Peter C. Vaream
Peter C. Vaream
Portfolio Manager
On behalf of the MFS Fixed Income Strategy Group.
A team of MFS fixed income specialists - the MFS Fixed Income Strategy Group -
is responsible for the overall management of the portfolio.
Note to Shareholders: Effective in May 2003, the JP Morgan Non-Dollar
Government Bond Index and Lehman Brothers Government Bond Index were replaced
as the trust's benchmarks by the Salomon Brothers World Government Bond Non-
dollar Hedged Index and the Lehman Brothers Government/Mortgage Index. The
Salomon Brothers World Government Bond Non-dollar Hedged Index subsequently
changed its name to the Citigroup World Government Bond Non-dollar Hedged
Index.
-------------------------------------------------------------------------------
Visit www.mfs.com for our latest economic and investment outlook.
o Under Updates & Announcements, click Week in Review for a summary of recent
investment-related news.
o From Week in Review, link to MFS Global Investment Perspective for our current
view of the world.
-------------------------------------------------------------------------------
The opinions expressed in this report are those of the portfolio manager and
are current only through the end of the period of the report as stated on the
cover. These views are subject to change at any time based on market and other
conditions, and no forecasts can be guaranteed.
-------------------------------------------------------------------------------
PERFORMANCE SUMMARY THROUGH 11/30/03
-------------------------------------------------------------------------------
All results are historical. Investment return and principal value will
fluctuate, and shares, when sold, may be worth more or less than their original
cost. More recent returns may be different from those shown. Past performance is
no guarantee of future results.
PRICE SUMMARY
-------------------
Year ended 11/30/03
-------------------
Date Price
------------------------------------------------------------------------------
Net asset value 11/30/2002 $7.49
------------------------------------------------------------------------------
11/30/2003 $7.44
------------------------------------------------------------------------------
New York Stock Exchange 11/30/2002 $6.77
------------------------------------------------------------------------------
5/23/2003 (high)* $7.13
------------------------------------------------------------------------------
7/29/2003 (low)* $6.56
------------------------------------------------------------------------------
11/30/2003 $6.71
------------------------------------------------------------------------------
*For the period from December 1, 2002, through November 30, 2003.
TOTAL RETURN VS BENCHMARKS
-------------------
Year ended 11/30/03
-------------------
------------------------------------------------------------------------------
New York Stock Exchange price** 4.38%
------------------------------------------------------------------------------
Net asset value 4.61%
------------------------------------------------------------------------------
Lehman Brothers Government/Mortgage Index 3.48%
------------------------------------------------------------------------------
Citigroup World Government Bond Non-dollar Hedged Index 2.46%
------------------------------------------------------------------------------
** Includes reinvestments of dividends and capital gains distributions.
INDEX DEFINITIONS
LEHMAN BROTHERS GOVERNMENT/MORTGAGE INDEX - measures the performance of the
government and mortgage securities markets.
CITIGROUP WORLD GOVERNMENT BOND NON-DOLLAR HEDGED INDEX - measures the
government bond markets around the world, ex-U.S.
It is not possible to invest directly in an index.
KEY RISK CONSIDERATIONS
Investing in foreign and/or emerging markets securities involves risks
relating to interest rates, currency exchange rates, economic, and political
conditions.
The portfolio may invest in derivative securities, which may include futures
and options. These types of instruments can increase price fluctuation.
Because the portfolio invests in a limited number of companies a change in
one security's value may have a more significant effect on the portfolio's
value.
Government guarantees apply to the underlying securities only and not to the
prices and yields of the portfolio.
These risks may increase share price volatility. Please see the prospectus for
further information regarding these and other risk considerations.
In accordance with Section 23(c) of the Investment Company Act of 1940, the
trust hereby gives notice that it may from time to time repurchase shares of
the trust in the open market at the option of the Board of Trustees and on
such terms as the Trustees shall determine.
-------------------------------------------------------------------------------
DIVIDEND REINVESTMENT AND CASH PURCHASE PLAN
-------------------------------------------------------------------------------
MFS offers a Dividend Reinvestment and Cash Purchase Plan that allows you to
reinvest either all of the distributions paid by the trust or only the long-
term capital gains. Purchases are made at the market price unless that price
exceeds the net asset value (the shares are trading at a premium). If the
shares are trading at a premium, purchases will be made at a discounted price
of either the net asset value or 95% of the market price, whichever is
greater. Twice each year you can also buy shares. Investments in any amount
over $100 can be made in January and July on the 15th of the month or
shortly thereafter.
If your shares are in the name of a brokerage firm, bank, or other nominee,
you can ask the firm or nominee to participate in the plan on your behalf. If
the nominee does not offer the plan, you may wish to request that your shares
be re-registered in your own name so that you can participate.
There is no service charge to reinvest distributions, nor are there brokerage
charges for shares issued directly by the trust. However, when shares are
bought on the New York Stock Exchange or otherwise on the open market, each
participant pays a pro rata share of the commissions. The automatic
reinvestment of distributions does not relieve you of any income tax that may
be payable (or required to be withheld) on the distributions.
To enroll in or withdraw from the plan, or if you have any questions, call
1-800-637-2304 any business day from 8 a.m. to 8 p.m. Eastern time. Please
have available the name of the trust and your account and Social Security
numbers. For certain types of registrations, such as corporate accounts,
instructions must be submitted in writing. Please call for additional details.
When you withdraw, you can receive the value of the reinvested shares in one
of two ways: a check for the value of the full and fractional shares, or a
certificate for the full shares and a check for the fractional shares.
-------------------------------------------------------------------------------
RESULTS OF SHAREHOLDER MEETING (unaudited) - 11/30/03
-------------------------------------------------------------------------------
At the annual meeting of shareholders of MFS Government Markets Income Trust,
which was held on October 7, 2003, the following actions were taken:
ITEM 1. To elect a Board of Trustees.
NUMBER OF SHARES
-----------------------------------
NOMINEE FOR WITHHOLD AUTHORITY
John W. Ballen 51,425,650.321 1,498,474.530
------------------------------------------------------------------------------
William J. Poorvu 51,423,964.707 1,500,160.144
------------------------------------------------------------------------------
J. Dale Sherratt 51,447,138.393 1,476,986.458
------------------------------------------------------------------------------
Ward Smith 51,372,410.974 1,551,713.877
------------------------------------------------------------------------------
ITEM 2. To ratify the selection of independent public accountants for the
current fiscal year.
NUMBER OF SHARES
For 51,412,252.173
----------------------------------------------------------
Against 1,110,074.764
----------------------------------------------------------
Abstain 401,797.914
----------------------------------------------------------
-------------------------------------------------------------------------------------------------------
PORTFOLIO OF INVESTMENTS - 11/30/03
-------------------------------------------------------------------------------------------------------
The Portfolio of Investments is a complete list of all securities owned by your fund. It is categorized by
broad-based asset classes.
Bonds - 98.3%
-------------------------------------------------------------------------------------------------------
PRINCIPAL AMOUNT
ISSUER (000 Omitted) $ VALUE
-------------------------------------------------------------------------------------------------------
U.S. Bonds - 84.4%
-------------------------------------------------------------------------------------------------------
Agency - Other - 11.4%
-------------------------------------------------------------------------------------------------------
Financing Corp., 10.7s, 2017 $4,095 $6,343,602
-------------------------------------------------------------------------------------------------------
Financing Corp., 9.8s, 2018 4,350 6,364,624
-------------------------------------------------------------------------------------------------------
Financing Corp., 10.35s, 2018 6,820 10,400,343
-------------------------------------------------------------------------------------------------------
Private Export Funding Corp., 7.01s, 2004 3,380 3,463,408
-------------------------------------------------------------------------------------------------------
Small Business Administration, 8.875s, 2011 473 509,038
-------------------------------------------------------------------------------------------------------
Small Business Administration, 6.34s, 2021 1,715 1,845,908
-------------------------------------------------------------------------------------------------------
Small Business Administration, 6.35s, 2021 2,212 2,382,341
-------------------------------------------------------------------------------------------------------
Small Business Administration, 6.44s, 2021 1,819 1,966,956
-------------------------------------------------------------------------------------------------------
Small Business Administration, 6.625s, 2021 1,803 1,964,185
-------------------------------------------------------------------------------------------------------
Small Business Administration, 4.98s, 2023 994 989,656
-------------------------------------------------------------------------------------------------------
Student Loan Marketing Assn., 5.25s, 2006 3,205 3,401,489
-------------------------------------------------------------------------------------------------------
U.S. Department Housing & Urban Development, 6.36s, 2016 1,580 1,732,431
-------------------------------------------------------------------------------------------------------
U.S. Department Housing & Urban Development, 6.59s, 2016 5,612 6,069,445
-------------------------------------------------------------------------------------------------------
$47,433,426
-------------------------------------------------------------------------------------------------------
Asset Backed & Securitized - 0.2%
-------------------------------------------------------------------------------------------------------
Federal Home Loan Mortgage Corp., 3.108s, 2035 $660 $653,709
-------------------------------------------------------------------------------------------------------
Financial Institutions - 0.8%
-------------------------------------------------------------------------------------------------------
SLM Corp., 1.381s, 2007 $3,205 $3,208,814
-------------------------------------------------------------------------------------------------------
Mortgage-Backed - 31.2%
-------------------------------------------------------------------------------------------------------
Federal Home Loan Mortgage Corp., 7.5s, 2027 $207 $221,710
-------------------------------------------------------------------------------------------------------
Federal Home Loan Mortgage Corp., 7.5s, 2028 159 170,583
-------------------------------------------------------------------------------------------------------
Federal National Mortgage Assn., 6.942s, 2007 5,105 5,610,628
-------------------------------------------------------------------------------------------------------
Federal National Mortgage Assn., 6s, 2016 1,128 1,178,359
-------------------------------------------------------------------------------------------------------
Federal National Mortgage Assn., 6.5s, 2016 8,141 8,589,490
-------------------------------------------------------------------------------------------------------
Federal National Mortgage Assn., 5.5s, 2017 10,085 10,316,175
-------------------------------------------------------------------------------------------------------
Federal National Mortgage Assn., 6s, 2017 2,324 2,427,695
-------------------------------------------------------------------------------------------------------
Federal National Mortgage Assn., 5s, 2018 4,179 4,235,100
-------------------------------------------------------------------------------------------------------
Federal National Mortgage Assn., 6s, 2018 9,195 9,605,408
-------------------------------------------------------------------------------------------------------
Federal National Mortgage Assn., 8.5s, 2027 10,100 11,517,357
-------------------------------------------------------------------------------------------------------
Federal National Mortgage Assn., 6.5s, 2031 2,436 2,540,042
-------------------------------------------------------------------------------------------------------
Federal National Mortgage Assn., 6s, 2032 7,382 7,586,018
-------------------------------------------------------------------------------------------------------
Federal National Mortgage Assn., 6.5s, 2032 22,256 23,208,643
-------------------------------------------------------------------------------------------------------
Federal National Mortgage Assn., 5.5s, 2033 10,527 10,599,724
-------------------------------------------------------------------------------------------------------
Federal National Mortgage Assn., 6s, 2033 20,721 21,294,842
-------------------------------------------------------------------------------------------------------
Government National Mortgage Assn., 7.5s, 2022 14 14,597
-------------------------------------------------------------------------------------------------------
Government National Mortgage Assn., 7.5s, 2023 212 229,018
-------------------------------------------------------------------------------------------------------
Government National Mortgage Assn., 6.5s, 2028 5,842 6,146,953
-------------------------------------------------------------------------------------------------------
Government National Mortgage Assn., 6.5s, 2029 311 330,907
-------------------------------------------------------------------------------------------------------
Government National Mortgage Assn., 7.5s, 2030 793 842,644
-------------------------------------------------------------------------------------------------------
Government National Mortgage Assn., 6.5s, 2032 1,142 1,200,289
-------------------------------------------------------------------------------------------------------
Government National Mortgage Assn., 7.5s, 2032 949 1,008,841
-------------------------------------------------------------------------------------------------------
$128,875,023
-------------------------------------------------------------------------------------------------------
U.S. Government Agencies - 16.0%
-------------------------------------------------------------------------------------------------------
Federal Home Loan Bank, 2.25s, 2006 $2,095 $2,081,265
-------------------------------------------------------------------------------------------------------
Federal Home Loan Bank, 2.875s, 2006 8,450 8,477,759
-------------------------------------------------------------------------------------------------------
Federal Home Loan Bank, 4.5s, 2013 3,040 2,972,898
-------------------------------------------------------------------------------------------------------
Federal Home Loan Mortgage Corp., 2.875s, 2006 8,087 8,084,307
-------------------------------------------------------------------------------------------------------
Federal Home Loan Mortgage Corp., 2.75s, 2008 13,260 12,922,294
-------------------------------------------------------------------------------------------------------
Federal Home Loan Mortgage Corp., 3.625s, 2008 7,287 7,296,612
-------------------------------------------------------------------------------------------------------
Federal National Mortgage Assn., 3.25s, 2008 20,740 20,437,631
-------------------------------------------------------------------------------------------------------
Federal National Mortgage Assn., 6s, 2008 2,135 2,355,426
-------------------------------------------------------------------------------------------------------
Federal National Mortgage Assn., 5.125s, 2014 1,800 1,795,869
-------------------------------------------------------------------------------------------------------
$66,424,061
-------------------------------------------------------------------------------------------------------
U.S. Treasury Obligations - 24.8%
-------------------------------------------------------------------------------------------------------
Principal Stripped Payments, 0s, 2023 $2,036 $704,869
-------------------------------------------------------------------------------------------------------
U.S. Treasury Bonds, 12.375s, 2004 2,178 2,289,283
-------------------------------------------------------------------------------------------------------
U.S. Treasury Bonds, 10.375s, 2009 6,200 6,715,617
-------------------------------------------------------------------------------------------------------
U.S. Treasury Bonds, 10.375s, 2012 8,400 10,691,957
-------------------------------------------------------------------------------------------------------
U.S. Treasury Bonds, 12s, 2013 3,036 4,188,493
-------------------------------------------------------------------------------------------------------
U.S. Treasury Bonds, 9.25s, 2016### 26,500 37,829,783
-------------------------------------------------------------------------------------------------------
U.S. Treasury Bonds, 8.875s, 2017 6,000 8,444,064
-------------------------------------------------------------------------------------------------------
U.S. Treasury Bonds, 5.25s, 2028 6,947 6,948,084
-------------------------------------------------------------------------------------------------------
U.S. Treasury Bonds, 5.375s, 2031 1,184 1,226,735
-------------------------------------------------------------------------------------------------------
U.S. Treasury Notes, 3.375s, 2007 9,693 10,474,345
-------------------------------------------------------------------------------------------------------
U.S. Treasury Notes, 3.25s, 2008 4,250 4,243,859
-------------------------------------------------------------------------------------------------------
U.S. Treasury Notes, 1.875s, 2013 4,109 4,063,843
-------------------------------------------------------------------------------------------------------
U.S. Treasury Notes, 3.875s, 2013++ 5,063 4,922,583
-------------------------------------------------------------------------------------------------------
$102,743,515
-------------------------------------------------------------------------------------------------------
Total U.S. Bonds $349,338,548
-------------------------------------------------------------------------------------------------------
Foreign Bonds - 13.9%
-------------------------------------------------------------------------------------------------------
Austria - 0.8%
-------------------------------------------------------------------------------------------------------
Republic of Austria, 5.5s, 2007 EUR 2,027 $2,598,595
-------------------------------------------------------------------------------------------------------
Republic of Austria, 4.65s, 2018 563 668,007
-------------------------------------------------------------------------------------------------------
$3,266,602
-------------------------------------------------------------------------------------------------------
Belgium - 0.2%
-------------------------------------------------------------------------------------------------------
Kingdom of Belgium, 3.75s, 2009 EUR 500 $596,207
-------------------------------------------------------------------------------------------------------
Kingdom of Belgium, 5s, 2012 139 174,313
-------------------------------------------------------------------------------------------------------
$770,520
-------------------------------------------------------------------------------------------------------
Brazil - 0.4%
-------------------------------------------------------------------------------------------------------
Federal Republic of Brazil, 9.25s, 2010 $1,550 $1,599,600
-------------------------------------------------------------------------------------------------------
Bulgaria - 0.2%
-------------------------------------------------------------------------------------------------------
Republic of Bulgaria, 8.25s, 2015## $834 $969,790
-------------------------------------------------------------------------------------------------------
Canada - 1.3%
-------------------------------------------------------------------------------------------------------
Government of Canada, 5.25s, 2008 $2,735 $2,951,927
-------------------------------------------------------------------------------------------------------
Government of Canada, 5.5s, 2009 CAD 1,740 1,418,048
-------------------------------------------------------------------------------------------------------
Government of Canada, 5.5s, 2010 702 570,891
-------------------------------------------------------------------------------------------------------
Government of Canada, 5.25s, 2012 247 196,699
-------------------------------------------------------------------------------------------------------
Government of Canada, 8s, 2023 304 310,674
-------------------------------------------------------------------------------------------------------
$5,448,239
-------------------------------------------------------------------------------------------------------
Chile - 0.1%
-------------------------------------------------------------------------------------------------------
HQI Transelec Chile S.A., 7.875s, 2011 (Utilities -
Electric Power) $314 $359,255
-------------------------------------------------------------------------------------------------------
Denmark - 0.4%
-------------------------------------------------------------------------------------------------------
Kingdom of Denmark, 7s, 2007 DKK 4,499 $812,655
-------------------------------------------------------------------------------------------------------
Kingdom of Denmark, 6s, 2009 3,516 622,907
-------------------------------------------------------------------------------------------------------
Kingdom of Denmark, 5s, 2013 2,220 368,101
-------------------------------------------------------------------------------------------------------
$1,803,663
-------------------------------------------------------------------------------------------------------
Dominican Republic - 0.1%
-------------------------------------------------------------------------------------------------------
Dominican Republic, 9.5s, 2006## $246 $214,020
-------------------------------------------------------------------------------------------------------
Finland - 0.8%
-------------------------------------------------------------------------------------------------------
Republic of Finland, 2.75s, 2006 EUR 536 $637,064
-------------------------------------------------------------------------------------------------------
Republic of Finland, 3s, 2008 1,816 2,109,725
-------------------------------------------------------------------------------------------------------
Republic of Finland, 5.375s, 2013 558 716,969
-------------------------------------------------------------------------------------------------------
$3,463,758
-------------------------------------------------------------------------------------------------------
France - 0.8%
-------------------------------------------------------------------------------------------------------
Republic of France, 4.75s, 2007 EUR 113 $141,303
-------------------------------------------------------------------------------------------------------
Republic of France, 4s, 2009 2,117 2,543,520
-------------------------------------------------------------------------------------------------------
Republic of France, 4.75s, 2012 349 429,801
-------------------------------------------------------------------------------------------------------
$3,114,624
-------------------------------------------------------------------------------------------------------
Germany - 1.7%
-------------------------------------------------------------------------------------------------------
Federal Republic of Germany, 4.75s, 2008 EUR 1,708 $2,143,935
-------------------------------------------------------------------------------------------------------
Federal Republic of Germany, 4s, 2009 330 398,036
-------------------------------------------------------------------------------------------------------
Federal Republic of Germany, 4.5s, 2009 1,824 2,252,898
-------------------------------------------------------------------------------------------------------
Federal Republic of Germany, 5.25s, 2010 895 1,143,791
-------------------------------------------------------------------------------------------------------
Kreditanstalt Fuer Wiederaufbau, 3.25s, 2008 (Quasi-
Government) 954 1,124,778
-------------------------------------------------------------------------------------------------------
$7,063,438
-------------------------------------------------------------------------------------------------------
Greece - 0.2%
-------------------------------------------------------------------------------------------------------
Republic of Greece, 3.5s, 2008 EUR 340 $403,851
-------------------------------------------------------------------------------------------------------
Republic of Greece, 4.6s, 2013 210 253,184
-------------------------------------------------------------------------------------------------------
$657,035
-------------------------------------------------------------------------------------------------------
Ireland - 0.8%
-------------------------------------------------------------------------------------------------------
Republic of Ireland, 4.25s, 2007 EUR 1,397 $1,718,592
-------------------------------------------------------------------------------------------------------
Republic of Ireland, 3.25s, 2009 957 1,114,586
-------------------------------------------------------------------------------------------------------
Republic of Ireland, 5s, 2013 462 577,329
-------------------------------------------------------------------------------------------------------
$3,410,507
-------------------------------------------------------------------------------------------------------
Italy - 0.3%
-------------------------------------------------------------------------------------------------------
Republic of Italy, 4.5s, 2007 EUR 946 $1,171,584
-------------------------------------------------------------------------------------------------------
Republic of Italy, 4.75s, 2013 37 45,349
-------------------------------------------------------------------------------------------------------
$1,216,933
-------------------------------------------------------------------------------------------------------
Malaysia - 0.2%
-------------------------------------------------------------------------------------------------------
Petroliam Nasional Berhad, 7.75s, 2015# $766 $912,153
-------------------------------------------------------------------------------------------------------
Mexico - 1.6%
-------------------------------------------------------------------------------------------------------
BBVA Bancomer, 10.5s, 2011 (Banks & Credit Companies)## $1,502 $1,691,627
-------------------------------------------------------------------------------------------------------
Pemex Project Funding Master Trust, 9.125s, 2010 (Oil
Services) 184 217,120
-------------------------------------------------------------------------------------------------------
Pemex Project Funding Master Trust, 8.625s, 2022 (Oil
Services) 1,072 1,171,160
-------------------------------------------------------------------------------------------------------
Petroleos Mexicanos, 9.375s, 2008 (Oil Services) 1,072 1,268,980
-------------------------------------------------------------------------------------------------------
United Mexican States, 8.125s, 2019 1,040 1,146,600
-------------------------------------------------------------------------------------------------------
United Mexican States, 11.5s, 2026 796 1,140,668
-------------------------------------------------------------------------------------------------------
$6,636,155
-------------------------------------------------------------------------------------------------------
Netherlands - 0.9%
-------------------------------------------------------------------------------------------------------
Government of Netherlands, 3.75s, 2009 EUR 2,027 $2,413,012
-------------------------------------------------------------------------------------------------------
Government of Netherlands, 5s, 2012 851 1,067,906
-------------------------------------------------------------------------------------------------------
$3,480,918
-------------------------------------------------------------------------------------------------------
New Zealand - 0.2%
-------------------------------------------------------------------------------------------------------
Government of New Zealand, 7s, 2009 NZD 785 $522,048
-------------------------------------------------------------------------------------------------------
Government of New Zealand, 6.5s, 2013 698 453,354
-------------------------------------------------------------------------------------------------------
$975,402
-------------------------------------------------------------------------------------------------------
Panama - 0.2%
-------------------------------------------------------------------------------------------------------
Republic of Panama, 9.375s, 2029 $817 $919,125
-------------------------------------------------------------------------------------------------------
Portugal - 0.2%
-------------------------------------------------------------------------------------------------------
Republic of Portugal, 5.45s, 2013 EUR 604 $776,250
-------------------------------------------------------------------------------------------------------
Qatar - 0.3%
-------------------------------------------------------------------------------------------------------
State of Qatar, 9.75s, 2030 $990 $1,388,475
-------------------------------------------------------------------------------------------------------
Spain - 1.8%
-------------------------------------------------------------------------------------------------------
Kingdom of Spain, 7s, 2005 $3,600 $3,878,424
-------------------------------------------------------------------------------------------------------
Kingdom of Spain, 6s, 2008 EUR 873 1,142,711
-------------------------------------------------------------------------------------------------------
Kingdom of Spain, 5.35s, 2011 1,869 2,398,630
-------------------------------------------------------------------------------------------------------
$7,419,765
-------------------------------------------------------------------------------------------------------
Sweden - 0.2%
-------------------------------------------------------------------------------------------------------
AB Spintab, 5s, 2008 (Banks & Credit Companies) SEK 5,600 $751,405
-------------------------------------------------------------------------------------------------------
United Kingdom - 0.2%
-------------------------------------------------------------------------------------------------------
United Kingdom Treasury, 7.25s, 2007 GBP 212 $396,238
-------------------------------------------------------------------------------------------------------
United Kingdom Treasury, 5.75s, 2009 192 343,912
-------------------------------------------------------------------------------------------------------
United Kingdom Treasury, 5s, 2012 100 171,612
-------------------------------------------------------------------------------------------------------
$911,762
-------------------------------------------------------------------------------------------------------
Total Foreign Bonds $57,529,394
-------------------------------------------------------------------------------------------------------
Total Bonds (Identified Cost, $395,087,154) $406,867,942
-------------------------------------------------------------------------------------------------------
Collateral for Securities Loaned - 0.1%
-------------------------------------------------------------------------------------------------------
SHARES
-------------------------------------------------------------------------------------------------------
Navigator Securities Lending Prime Portfolio,
at Amortized Cost 597,231 $597,231
-------------------------------------------------------------------------------------------------------
Repurchase Agreement - 1.1%
-------------------------------------------------------------------------------------------------------
PRINCIPAL AMOUNT
(000 Omitted)
-------------------------------------------------------------------------------------------------------
Merrill Lynch, dated 11/28/03, due 12/01/03, total to be
received $4,589,390 (secured by various U.S. Treasury and
Federal Agency obligations in a jointly traded account),
at Cost $4,589 $4,589,000
-------------------------------------------------------------------------------------------------------
Total Investments (Identified Cost, $400,273,385) $412,054,173
-------------------------------------------------------------------------------------------------------
Other Assets, Less Liabilities - 0.5% 2,040,764
-------------------------------------------------------------------------------------------------------
Net Assets - 100.0% $414,094,937
-------------------------------------------------------------------------------------------------------
# Regulation S restriction.
## SEC Rule 144A restriction.
### Security segregated as collateral for open futures contract.
++ All or a portion of this security is on loan.
Abbreviations have been used throughout this report to indicate amounts shown in currencies other than
the U.S. dollar. A list of abbreviations is shown below.
AUD = Australian Dollars GBP = British Pounds
CAD = Canadian Dollars NZD = New Zealand Dollars
DKK = Danish Kroner SEK = Swedish Kronor
EUR = Euro
See notes to financial statements.
-----------------------------------------------------------------------------------------------------
FINANCIAL STATEMENTS STATEMENT OF ASSETS AND LIABILITIES
-----------------------------------------------------------------------------------------------------
This statement represents your fund's balance sheet, which details the asset and liabilities composing
the total value of your fund.
AT 11/30/03
ASSETS
Investments, at value, including $585,182 of securities on
loan (identified cost, $400,273,385) $412,054,173
-----------------------------------------------------------------------------------------------------
Cash 101,527
-----------------------------------------------------------------------------------------------------
Receivable for forward foreign currency exchange contracts 211,755
-----------------------------------------------------------------------------------------------------
Interest receivable 4,182,652
-----------------------------------------------------------------------------------------------------
Receivable for daily variation margin on open futures
contracts 80,719
-----------------------------------------------------------------------------------------------------
Total assets $416,630,826
-----------------------------------------------------------------------------------------------------
LIABILITIES
Payable for trust shares reacquired $465,451
-----------------------------------------------------------------------------------------------------
Collateral for securities loaned, at value 597,231
-----------------------------------------------------------------------------------------------------
Payable to dividend disbursing agent 104,425
-----------------------------------------------------------------------------------------------------
Payable for forward foreign currency exchange contracts 918,959
-----------------------------------------------------------------------------------------------------
Payable to affiliates
-----------------------------------------------------------------------------------------------------
Management fee 28,118
-----------------------------------------------------------------------------------------------------
Transfer and dividend disbursing agent costs 10,062
-----------------------------------------------------------------------------------------------------
Accrued expenses and other liabilities 411,643
-----------------------------------------------------------------------------------------------------
Total liabilities $2,535,889
-----------------------------------------------------------------------------------------------------
Net assets $414,094,937
-----------------------------------------------------------------------------------------------------
Statement of Assets and Liabilities - continued
NET ASSETS CONSIST OF
Paid-in capital $436,217,854
-----------------------------------------------------------------------------------------------------
Unrealized appreciation on investments and translation of
assets and liabilities in foreign currencies 11,090,060
-----------------------------------------------------------------------------------------------------
Accumulated net realized loss on investments and foreign
currency transactions (31,505,336)
-----------------------------------------------------------------------------------------------------
Accumulated distributions in excess of net investment income (1,707,641)
-----------------------------------------------------------------------------------------------------
Total $414,094,937
-----------------------------------------------------------------------------------------------------
Shares of beneficial interest outstanding (60,791,386 shares
issued, less 5,104,331 treasury shares) 55,687,055
-----------------------------------------------------------------------------------------------------
Net asset value per share (net assets / shares of beneficial
interest outstanding) $7.44
-----------------------------------------------------------------------------------------------------
See notes to financial statements.
-----------------------------------------------------------------------------------------------------
FINANCIAL STATEMENTS STATEMENT OF OPERATIONS
-----------------------------------------------------------------------------------------------------
This statement describes how much your fund received in investment income and paid in expenses. It also
describes any gains and/or losses generated by fund operations.
FOR YEAR ENDED 11/30/03
NET INVESTMENT INCOME
Interest $18,182,228
-----------------------------------------------------------------------------------------------------
Dividends 10,170
-----------------------------------------------------------------------------------------------------
Total investment income $18,192,398
-----------------------------------------------------------------------------------------------------
Expenses
-----------------------------------------------------------------------------------------------------
Management fee $2,627,564
-----------------------------------------------------------------------------------------------------
Trustees' compensation 75,183
-----------------------------------------------------------------------------------------------------
Transfer and dividend disbursing agent costs 141,387
-----------------------------------------------------------------------------------------------------
Administrative fee 43,148
-----------------------------------------------------------------------------------------------------
Investor communication expense 182,879
-----------------------------------------------------------------------------------------------------
Custodian fee 185,778
-----------------------------------------------------------------------------------------------------
Postage 25,932
-----------------------------------------------------------------------------------------------------
Auditing fees 43,650
-----------------------------------------------------------------------------------------------------
Printing 31,225
-----------------------------------------------------------------------------------------------------
Legal fees 4,964
-----------------------------------------------------------------------------------------------------
Miscellaneous 68,107
-----------------------------------------------------------------------------------------------------
Total expenses $3,429,817
-----------------------------------------------------------------------------------------------------
Fees paid indirectly (12,026)
-----------------------------------------------------------------------------------------------------
Net expenses $3,417,791
-----------------------------------------------------------------------------------------------------
Net investment income $14,774,607
-----------------------------------------------------------------------------------------------------
Statement of Operations - continued
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
Realized gain (loss) (identified cost basis)
-----------------------------------------------------------------------------------------------------
Investment transactions $9,961,767
-----------------------------------------------------------------------------------------------------
Foreign currency transactions (5,455,962)
-----------------------------------------------------------------------------------------------------
Futures contracts (374,885)
-----------------------------------------------------------------------------------------------------
Net realized gain on investments and foreign currency
transactions $4,130,920
-----------------------------------------------------------------------------------------------------
Change in unrealized appreciation (depreciation)
-----------------------------------------------------------------------------------------------------
Investments $(2,401,917)
-----------------------------------------------------------------------------------------------------
Translation of assets and liabilities in foreign
currencies (407,943)
-----------------------------------------------------------------------------------------------------
Futures contracts (10,285)
-----------------------------------------------------------------------------------------------------
Net unrealized loss on investments and foreign currency
translation $(2,820,145)
-----------------------------------------------------------------------------------------------------
Net realized and unrealized gain on investments and foreign
currency $1,310,775
-----------------------------------------------------------------------------------------------------
Increase in net assets from operations $16,085,382
-----------------------------------------------------------------------------------------------------
See notes to financial statements.
-----------------------------------------------------------------------------------------------------
FINANCIAL STATEMENTS STATEMENT OF CHANGES IN NET ASSETS
-----------------------------------------------------------------------------------------------------
This statement describes the increases and/or decreases in net assets resulting from operations, any
distributions, and any shareholder transactions.
FOR YEARS ENDED 11/30 2003 2002
INCREASE (DECREASE) IN NET ASSETS
OPERATIONS
Net investment income $14,774,607 $21,544,996
-----------------------------------------------------------------------------------------------------
Net realized gain on investments and foreign currency
transactions 4,130,920 8,783,757
-----------------------------------------------------------------------------------------------------
Net unrealized gain (loss) on investments and foreign
currency translation (2,820,145) 3,139,378
----------------------------------------------------------- -------------- ------------------
Increase in net assets from operations $16,085,382 $33,468,131
----------------------------------------------------------- -------------- ------------------
DISTRIBUTIONS DECLARED TO SHAREHOLDERS
From net investment income $(20,675,908) $(21,544,996)
-----------------------------------------------------------------------------------------------------
In excess of net investment income -- (3,121,476)
----------------------------------------------------------- -------------- ------------------
Total distributions declared to shareholders $(20,675,908) $(24,666,472)
----------------------------------------------------------- -------------- ------------------
Cost of shares reacquired $(14,938,499) $(11,350,955)
----------------------------------------------------------- -------------- ------------------
Total decrease in net assets $(19,529,025) $(2,549,296)
----------------------------------------------------------- -------------- ------------------
NET ASSETS
At beginning of period $433,623,962 $436,173,258
-----------------------------------------------------------------------------------------------------
At end of period (including accumulated distributions in
excess of net investment income of $1,707,641 and
$669,705, respectively) $414,094,937 $433,623,962
-----------------------------------------------------------------------------------------------------
See notes to financial statements.
------------------------------------------------------------------------------------------------------------------------------
FINANCIAL STATEMENTS FINANCIAL HIGHLIGHTS
------------------------------------------------------------------------------------------------------------------------------
The financial highlights table is intended to help you understand the trust's financial performance for the past 5 years.
Certain information reflects financial results for a single trust share. The total returns in the table represent the rate by
which an investor would have earned (or lost) on an investment in the trust (assuming reinvestment of all distributions) held
for the entire period. This information has been audited by the trust's independent auditors, whose report, together with the
trust's financial statements, are included in this report.
FOR YEARS ENDED 11/30
2003 2002 2001 2000 1999
Net asset value, beginning of year $7.49 $7.32 $7.01 $6.94 $7.50
------------------------------------------------------------------------------------------------------------------------------
INCOME FROM INVESTMENT OPERATIONS#(S)
Net investment income $0.26 $0.37 $0.42 $0.44 $0.43
------------------------------------------------------------------------------------------------------------------------------
Net realized and unrealized gain (loss)
on investments and foreign currency 0.02 0.20 0.31 0.06 (0.58)
---------------------------------------------- -------- ------------ ------------ ----------- -----------
Total from investment operations $0.28 $0.57 $0.73 $0.50 $(0.15)
---------------------------------------------- -------- ------------ ------------ ----------- -----------
LESS DISTRIBUTIONS DECLARED TO SHAREHOLDERS
From net investment income $(0.36) $(0.37) $(0.43) $(0.29) $(0.40)
------------------------------------------------------------------------------------------------------------------------------
In excess of net investment income -- (0.05) -- -- --
------------------------------------------------------------------------------------------------------------------------------
From paid-in capital -- -- -- (0.20) (0.06)
---------------------------------------------- -------- ------------ ------------ ----------- -----------
Total distributions declared to
shareholders $(0.36) $(0.42) $(0.43) $(0.49) $(0.46)
---------------------------------------------- -------- ------------ ------------ ----------- -----------
Net increase from repurchase of capital
shares $0.03 $0.02 $0.01 $0.06 $0.05
---------------------------------------------- -------- ------------ ------------ ----------- -----------
Net asset value, end of year $7.44 $7.49 $7.32 $7.01 $6.94
---------------------------------------------- -------- ------------ ------------ ----------- -----------
Per share market value, end of year $6.71 $6.77 $6.59 $6.19 $5.81
---------------------------------------------- -------- ------------ ------------ ----------- -----------
Total return at market value (%) 4.38 9.31 13.56 15.24 (4.80)
------------------------------------------------------------------------------------------------------------------------------
RATIOS (%) TO AVERAGE NET ASSETS
AND SUPPLEMENTAL DATA:
Expenses## 0.79 0.87 0.90 0.94 0.92
------------------------------------------------------------------------------------------------------------------------------
Net investment income 3.41 4.98 5.82 6.35 6.00
------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover 108 123 105 151 102
------------------------------------------------------------------------------------------------------------------------------
Net assets at end of year
(000 Omitted) $414,095 $433,624 $436,173 $422,025 $447,178
------------------------------------------------------------------------------------------------------------------------------
# Per share data are based on average shares outstanding.
## Ratios do not reflect reductions from fees paid indirectly.
(S) As required, effective December 1, 2001, the trust has adopted the provisions of the AICPA Audit and Accounting Guide for
Investment Companies and began amortizing premium on debt securities. The effect of this change for the year ended November
30, 2002 was to decrease net investment income per share by $0.02, increase net realized and unrealized gains and losses
per share by $0.02, and decrease the ratio of net investment income to average net assets by 0.33%. Per share, ratios, and
supplemental data for periods prior to December 1, 2001 have not been restated to reflect this change in presentation.
See notes to financial statements.
-------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
-------------------------------------------------------------------------------
(1) BUSINESS AND ORGANIZATION
MFS Government Markets Income Trust (the trust) is a non-diversified
Massachusetts business trust and is registered under the Investment Company
Act of 1940, as amended, as a closed-end management investment company.
(2) SIGNIFICANT ACCOUNTING POLICIES
GENERAL - The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
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 revenues and expenses during the reporting period. Actual results could
differ from those estimates.
The trust can invest in foreign securities. Investments in foreign securities
are vulnerable to the effects of changes in the relative values of the local
currency and the U.S. dollar and to the effects of changes in each country's
legal, political, and economic environment.
INVESTMENT VALUATIONS - Bonds and other fixed income securities (other than
short-term obligations) in the trust's portfolio are valued at an evaluated
bid price on the basis of quotes from brokers and dealers or on the basis of
valuations furnished by a pricing service. Prices obtained from pricing
services utilize both dealer-supplied valuations and electronic data
processing techniques which take into account appropriate factors such as
institutional-size trading in similar groups of securities, yield, quality,
coupon rate, maturity, type of issue, trading characteristics and other market
data without exclusive reliance upon quoted prices or exchange or over-the-
counter prices, since such valuations are believed to reflect more accurately
the fair value of such securities. Forward contracts will be valued using a
pricing model taking into consideration market data from an external pricing
source. Use of the pricing services has been approved by the Board of
Trustees. All other securities (other than short-term obligations), including
futures contracts in the trust's portfolio for which the principal market is
one or more securities or commodities exchanges (whether domestic or foreign)
will be valued at the last reported sale price or at the settlement price
prior to the determination (or if there has been no current sale, at the
closing bid price) on the primary exchange on which such securities are
traded; but if a securities exchange is not the principal market for
securities, such securities will, if market quotations are readily available,
be valued at current bid prices. Short-term obligations in the trust's
portfolio are valued at amortized cost, which constitutes fair value as
determined by the Board of Trustees. Short-term obligations with a remaining
maturity in excess of 60 days will be valued upon dealer-supplied valuations.
Investments in investment companies are valued at net asset value. The trust
values its portfolio securities at current market prices where current market
prices are readily available, or at fair value as determined under the
direction of the Board of Trustees when a determination is made that current
market prices are not readily available.
REPURCHASE AGREEMENTS - The trust may enter into repurchase agreements with
institutions that the trust's investment adviser has determined are
creditworthy. Each repurchase agreement is recorded at cost. The trust
requires that the securities collateral in a repurchase transaction be
transferred to the custodian in a manner sufficient to enable the trust to
obtain those securities in the event of a default under the repurchase
agreement. The trust monitors, on a daily basis, the value of the collateral
to ensure that its value, including accrued interest, is greater than amounts
owed to the trust under each such repurchase agreement. The trust, along with
other affiliated entities of Massachusetts Financial Services Company (MFS),
may utilize a joint trading account for the purpose of entering into one or
more repurchase agreements.
FOREIGN CURRENCY TRANSLATION - Investment valuations, other assets, and
liabilities initially expressed in foreign currencies are converted each
business day into U.S. dollars based upon current exchange rates. 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. Gains and losses attributable to foreign currency
exchange rates on sales of securities are recorded for financial statement
purposes as net realized gains and losses on investments. Gains and losses
attributable to foreign exchange rate movements on 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.
FUTURES CONTRACTS - The trust may enter into futures contracts for the
delayed delivery of securities or currency, or contracts based on financial
indices at a fixed price on a future date. In entering such contracts, the
trust is required to deposit with the broker either in cash or securities an
amount equal to a certain percentage of the contract amount. Subsequent
payments are made or received by the trust each day, depending on the daily
fluctuations in the value of the contract, and are recorded for financial
statement purposes as unrealized gains or losses by the trust. The trust's
investment in futures contracts is designed to hedge against anticipated
future changes in interest or exchange rates or securities prices. Investments
in interest rate futures for purposes other than hedging may be made to modify
the duration of the portfolio without incurring the additional transaction
costs involved in buying and selling the underlying securities. Investments in
currency futures for purposes other than hedging may be made to change the
trust's relative position in one or more currencies without buying and selling
portfolio assets. Investments in index contracts or contracts on related
options for purposes other than hedging, may be made when the trust has cash
on hand and wishes to participate in anticipated market appreciation while the
cash is being invested. Should interest or exchange rates or securities prices
move unexpectedly, the trust may not achieve the anticipated benefits of the
futures contracts and may realize a loss.
SECURITY LOANS - State Street Bank and Trust Company ("State Street"), as
lending agent, may loan the securities of the trust to certain qualified
institutions (the "Borrowers") approved by the trust. The loans are
collateralized at all times by cash and/or U.S. Treasury securities in an
amount at least equal to the market value of the securities loaned. State
Street provides the trust with indemnification against Borrower default. The
trust bears the risk of loss with respect to the investment of cash
collateral.
Cash collateral is invested in short-term securities. A portion of the income
generated upon investment of the collateral is remitted to the Borrowers, and
the remainder is allocated between the trust and the lending agent. On loans
collateralized by U.S. Treasury securities, a fee is received from the
Borrower, and is allocated between the trust and the lending agent. Income
from securities lending is included in interest income on the Statement of
Operations. The dividend and interest income earned on the securities loaned
is accounted for in the same manner as other dividend and interest income.
FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS - The trust may enter into forward
foreign currency exchange contracts for the purchase or sale of a specific
foreign currency at a fixed price on a future date. Risks may arise upon
entering into these contracts from the potential inability of counterparties
to meet the terms of their contracts and from unanticipated movements in the
value of a foreign currency relative to the U.S. dollar. The trust may enter
into forward foreign currency exchange contracts for hedging purposes as well
as for non-hedging purposes. For hedging purposes, the trust may enter into
contracts to deliver or receive foreign currency it will receive from or
require for its normal investment activities. The trust may also use contracts
in a manner intended to protect foreign currency-denominated securities from
declines in value due to unfavorable exchange rate movements. For non-hedging
purposes, the trust may enter into contracts with the intent of changing the
relative exposure of the trust's portfolio of securities to different
currencies to take advantage of anticipated changes. The forward foreign
currency exchange contracts are adjusted by the daily exchange rate of the
underlying currency and any gains or losses are recorded as unrealized until
the contract settlement date. On contract settlement date, the gains or losses
are recorded as realized gains or losses on foreign currency transactions.
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 accounting principles generally accepted in the United States
of America. All discount is accreted for tax reporting purposes as required by
federal income tax regulations. Dividends received in cash are recorded on the
ex-dividend date. Dividend and interest payments received in additional
securities are recorded on the ex-dividend or ex-interest date in an amount
equal to the value of the security on such date. Some securities may be
purchased on a "when-issued" or "forward delivery" basis, which means that the
securities will be delivered to the trust at a future date, usually beyond
customary settlement time.
The trust may enter into TBA (to be announced) purchase commitments to
purchase securities for a fixed unit price at a future date. Although the unit
price has been established, the principal value has not been finalized.
However, the principal amount of the commitments will not fluctuate more than
1.0%. The trust holds, and maintains until settlement date, cash or high-grade
debt obligations in an amount sufficient to meet the purchase price, or the
trust may enter into offsetting contracts for the forward sale of other
securities it owns. Income on the securities will not be earned until
settlement date. TBA purchase commitments may be considered securities in
themselves, and involve a risk of loss if the value of the security to be
purchased declines prior to settlement date, which is in addition to the risk
of decline in the value of the trusts' other assets. Unsettled TBA purchase
commitments are valued at the current market value of the underlying
securities, according to the procedures described under "Investment
Valuations" above. The trust may enter into TBA (to be announced) sale
commitments to hedge its portfolio positions or to sell mortgage-backed
securities it owns under delayed delivery arrangements. Proceeds of TBA sale
commitments are not received until the contractual settlement date. During the
time a TBA sale commitment is outstanding, equivalent deliverable securities,
or an offsetting TBA purchase commitment deliverable on or before the sale
commitment date, are held as "cover" for the transaction.
Legal fees and other related expenses incurred to preserve and protect the
value of a security owned are added to the cost of the security; other legal
fees are expensed. Capital infusions made directly to the security issuer,
which are generally non-recurring, incurred to protect or enhance the value of
high-yield debt securities, are reported as additions to the cost basis of the
security. Costs that are incurred to negotiate the terms or conditions of
capital infusions or that are expected to result in a plan of reorganization
are reported as realized losses. Ongoing costs incurred to protect or enhance
an investment, or costs incurred to pursue other claims or legal actions, are
expensed.
FEES PAID INDIRECTLY - The trust's custody fee is reduced according to an
arrangement that measures the value of cash deposited with the custodian by
the trust. This amount is shown as a reduction of total expenses on the
Statement of Operations.
TAX MATTERS AND DISTRIBUTIONS - The trust's policy is to comply with the
provisions of the Internal Revenue Code (the Code) applicable to regulated
investment companies and to distribute to shareholders all of its net taxable
income, including any net realized gain on investments. Accordingly, no
provision for federal income or excise tax is provided.
Distributions to shareholders are recorded on the ex-dividend date. The trust
distinguishes between distributions on a tax basis and a financial reporting
basis and only distributions in excess of tax basis earnings and profits are
reported in the financial statements as distributions from paid-in capital.
Differences in the recognition or classification of income between the
financial statements and tax earnings and profits, which result in temporary
over-distributions for financial statement purposes, are classified as
distributions in excess of net investment income or net realized gains. Common
types of book and tax differences that could occur include differences in
accounting for currency transactions, mortgage-backed securities, derivatives,
defaulted bonds and amortization and accretion on debt securities.
The tax character of distributions declared for the years ended
November 30, 2002 and November 30, 2003 was as follows:
11/30/03 11/30/02
Distributions declared from:
-------------------------------------------------------------------
Ordinary income $20,675,908 $24,666,472
-------------------------------------------------------------------
During the year ended November 30, 2003, accumulated distributions in excess
of net investment income decreased by $4,863,365, accumulated net realized
loss on investments and foreign currency transactions increased by $1,358,890,
and paid-in capital decreased by $3,504,475 due to differences between book
and tax accounting for mortgage-backed securities, currency transactions,
amortization and accretion on debt securities and market discount. This change
had no effect on the net assets or net asset value per share.
At November 30, 2003, accumulated distributions in excess of net investment
income and net realized loss on investments and foreign currency
transactions under book accounting were different from tax accounting due to
temporary differences in accounting for mortgage-backed securities, currency
transactions, amortization and accretion on debt securities and market
discount.
As of November 30, 2003, the components of distributable earnings (accumulated
losses) on a tax basis were as follows:
Capital loss carryforward $(24,722,985)
------------------------------------------------------------------
Unrealized appreciation 4,980,943
------------------------------------------------------------------
Other temporary differences (2,380,875)
------------------------------------------------------------------
For federal income tax purposes, the capital loss carryforward may be applied
against any net taxable realized gains of each succeeding year until the
earlier of its utilization or expiration on:
EXPIRATION DATE
November 30, 2005 $(7,140,598)
------------------------------------------------------------------
November 30, 2007 (11,594,208)
------------------------------------------------------------------
November 30, 2008 (5,988,179)
------------------------------------------------------------------
Total $(24,722,985)
------------------------------------------------------------------
(3) TRANSACTIONS WITH AFFILIATES
INVESTMENT ADVISER - The trust has an investment advisory agreement with
Massachusetts Financial Services Company (MFS) to provide overall investment
advisory and administrative services, and general office facilities. The
management fee is computed daily and paid monthly at an annual rate of 0.32%
of the trust's average daily net assets and 5.33% of investment income.
The trust pays compensation to the Independent Trustees ("Trustees") in the
form of both a retainer and attendance fees, and pays no compensation directly
to its Trustees who are officers of the investment adviser, or to officers of
the trust, all of whom receive remuneration for their services to the trust
from MFS. Certain officers and Trustees of the trust are officers or directors
of MFS and MFS Service Center, Inc. (MFSC). The trust has an unfunded, defined
benefit plan for inactive Trustees and an unfunded retirement benefit deferral
plan for active Trustees. Included in Trustees' compensation is $5,957 as a
result of the change in the trust's unfunded retirement benefit deferral plan
for active Trustees and a pension expense of $14,899 for inactive Trustees for
the year ended November 30, 2003.
ADMINISTRATOR - The trust has an administrative services agreement with MFS to
provide the trust with certain financial, legal, shareholder communications,
compliance, and other administrative services. As a partial reimbursement for
the cost of providing these services, the trust pays MFS an administrative fee
not to exceed the following annual percentage rates of the trust's average
daily net assets:
First $2 billion 0.0175%
------------------------------------------------------------------
Next $2.5 billion 0.0130%
------------------------------------------------------------------
Next $2.5 billion 0.0005%
------------------------------------------------------------------
In excess of $7 billion 0.0000%
------------------------------------------------------------------
TRANSFER AGENT - Included in transfer agent and dividend disbursing costs is a
fee paid to MFSC, a wholly owned subsidiary of MFS, for its services as
registrar and dividend disbursing agent for the trust. The agreement provides
that the trust will pay MFSC an account maintenance fee of no more than $9.00
and a dividend services fee of $0.75 per reinvestment. These fees amounted to
$117,286 for the year ended November 30, 2003. MFSC is also reimbursed by the
trust for out-of-pocket expenses that amounted to $6,361 for the year ended
November 30, 2003.
(4) PORTFOLIO SECURITIES
Purchases and sales of investments, other than purchased option transactions
and short-term obligations, were as follows:
PURCHASES SALES
U.S. government securities $371,460,544 $364,564,091
---------------------------------------------------------------------------
Investments (non-U.S. government securities) $74,686,815 $94,237,909
---------------------------------------------------------------------------
The cost and unrealized appreciation and depreciation in the value of the
investments owned by the trust, as computed on a federal income tax basis, are
as follows:
Aggregate cost $407,066,021
------------------------------------------------------------------
Gross unrealized appreciation $9,077,225
------------------------------------------------------------------
Gross unrealized depreciation (4,089,073)
------------------------------------------------------------------
Net unrealized appreciation $4,988,152
------------------------------------------------------------------
(5) SHARES OF BENEFICIAL INTEREST
The trust'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 trust of up to 10% annually of its own
shares of beneficial interest. The trust repurchased and retired 2,202,300
shares of beneficial interest during year ended November 30, 2003 at an
average price per share of $6.78 and a weighted average discount of 9.18% per
share. The trust repurchased and retired 1,733,400 shares of beneficial
interest during the year ended November 30, 2002, at an average price per
shares of $6.55 and a weighted average discount of 9.44% per share.
Transactions in trust shares were as follows:
Year ended 11/30/03 Year ended 11/30/02
SHARES AMOUNT SHARES AMOUNT
Treasury shares reacquired (2,202,300) $(14,938,499) (1,733,400) $(11,350,955)
----------------------------------------------------------------------------------------------------------------------
(6) LINE OF CREDIT
The trust and other affiliated funds participate in an $800 million unsecured
line of credit provided by a syndication of banks under a line of credit
agreement. Borrowings may be made for temporary financing needs. Interest is
charged to each fund, based on its borrowings, at a rate equal to the bank's
base rate. A commitment fee of $2,949 which is based on the average daily
unused portion of the line of credit is included in miscellaneous expense. The
trust had no significant borrowings during the year.
(7) FINANCIAL INSTRUMENTS
The trust trades financial instruments with off-balance-sheet risk in the
normal course of its investing activities in order to manage exposure to
market risks such as interest rates and foreign currency exchange rates. These
financial instruments include forward foreign currency exchange contracts, and
futures contracts. The notional or contractual amounts of these instruments
represent the investment the trust has in particular classes of financial
instruments and does not necessarily represent the amounts potentially subject
to risk. The measurement of the risks associated with these instruments is
meaningful only when all related and offsetting transactions are considered.
Forward Foreign Currency Exchange Contracts
-----
SALES
-----
CONTRACTS TO NET UNREALIZED
DELIVER/ IN EXCHANGE CONTRACTS APPRECIATION
SETTLEMENT DATE RECEIVE FOR AT VALUE (DEPRECIATION)
-----------------------------------------------------------------------------------------------------------------
12/17/03-1/13/04 CAD 1,769,368 $1,346,519 $1,361,052 $(14,533)
12/17/03 DKK 10,352,765 1,627,519 1,668,227 (40,708)
12/17/03-1/20/04 EUR 23,188,263 27,009,341 27,786,368 (777,027)
12/17/03 NZD 2,605,639 1,588,085 1,662,720 (74,635)
12/17/03-1/13/04 SEK 3,829,266 494,413 506,469 (12,056)
----------- ----------- ---------
$32,065,877 $32,984,836 $(918,959)
=========== =========== =========
-----------------------------------------------------------------------------------------------------------------
---------
PURCHASES
---------
-----------------------------------------------------------------------------------------------------------------
1/13/04 AUD 2,709,546 $1,895,016 $1,951,582 $56,566
12/17/03-1/13/04 CAD 2,186,175 1,653,459 1,682,410 28,951
12/17/03 DKK 2,378,466 376,524 383,262 6,738
12/17/03-1/13/04 EUR 2,319,983 2,719,078 2,781,080 62,002
1/13/04 GBP 1,573,052 2,655,829 2,699,597 43,768
12/17/03 NZD 1,021,298 637,985 651,715 13,730
----------- ----------- ---------
$9,937,891 $10,149,646 $211,755
========== =========== ========
-----------------------------------------------------------------------------------------------------------------
At November 30, 2003, the trust had sufficient cash and/or securities to cover any commitments under these contracts.
Futures Contracts
UNREALIZED
DESCRIPTION EXPIRATION CONTRACTS POSITION DEPRECIATION
U.S. Treasury Notes
10 Year Futures December 2003 123 Short $(10,285)
---------------------------------------------------------------------------------------------------------------------
At November 30, 2003, the trust had sufficient cash and/or securities to cover any margin requirements under these contracts.
(8) CHANGE IN ACCOUNTING PRINCIPLE
As required, effective December 1, 2001, the trust adopted the provisions of
the AICPA Audit and Accounting Guide for Investment Companies and began
amortizing premium on debt securities. Prior to December 1, 2001, the trust
did not amortize premium on debt securities. The cumulative effect of this
accounting change had no impact on total net assets of the trust, but resulted
in a $4,368,448 reduction in cost of securities and a corresponding $4,368,448
increase in net unrealized appreciation, based on securities held by the trust
on December 1, 2001.
The effect of this change for the year ended November 30, 2002 was to decrease
net investment income by $1,420,001, increase net unrealized appreciation by
$418,264, and increase net realized gains by $1,001,737. The Statement of
Changes in Net Assets and Financial Highlights for prior periods have not been
restated to reflect this change in presentation.
(9) LEGAL PROCEEDINGS
Massachusetts Financial Services Company ("MFS"), the trust's investment
adviser, has been contacted by the United States Securities and Exchange
Commission ("SEC"), the Office of the New York State Attorney General ("NYAG")
and the Bureau of Securities for the State of New Hampshire ("New Hampshire")
in connection with their investigations of practices in the mutual fund
industry identified as "market timing" mutual fund shares. MFS is cooperating
with respect to these investigations. MFS has been informed that the SEC, the
NYAG and New Hampshire are considering whether to institute enforcement
actions against MFS alleging false and misleading disclosure in certain MFS
fund prospectuses and breach of fiduciary duty concerning market timing. MFS
continues to discuss these matters with the SEC, the NYAG and New Hampshire.
Certain other regulatory authorities are also conducting investigations into
these practices within the industry and have requested that MFS provide
information to them.
Since December 2003, MFS and Sun Life Financial Inc., along with certain MFS
funds and Trustees who serve on the Board of Trustees of these MFS funds, have
been named as defendants in class action lawsuits filed in the United States
District Court, District of Massachusetts seeking damages of unspecified
amounts. The lawsuits were purportedly filed on behalf of people who
purchased, owned and/or redeemed shares of MFS funds during specified periods.
The suits allege that certain defendants permitted market timing and late
trading in the MFS funds which allegedly caused financial injury to the funds'
shareholders. The defendants are reviewing the allegations and will respond
appropriately. Additional lawsuits based upon similar allegations may be filed
in the future.
Any potential resolution of these matters may include, but not be limited to,
sanctions, penalties, damages or injunctions regarding MFS, restitution to
mutual fund shareholders and/or other financial penalties and structural
changes in the governance of MFS' mutual fund business.
These regulatory developments do not relate to closed-end investment companies
such as the trust. Although MFS does not believe that these lawsuits will have
a material adverse effect on the trust, there can be no assurance that the
ongoing adverse publicity and/or other developments resulting from related
regulatory investigations or developments will not result in an increase to
the market discount of the trust's shares or other adverse consequences to the
trust.
--------------------------------------------------------------------------------
INDEPENDENT AUDITORS' REPORT
--------------------------------------------------------------------------------
To the Trustees and Shareholders of MFS Government Markets Income Trust:
We have audited the accompanying statement of assets and liabilities of MFS
Government Markets Income Trust (the "Trust"), including the portfolio of
investments, as of November 30, 2003, and the related statement of operations
for the year then ended, the statements of changes in net assets for each of the
two years in the period then ended, and the financial highlights for each of the
five years in the period then ended. These financial statements and financial
highlights are the responsibility of the Trust's management. Our responsibility
is to express an opinion on these financial statements and financial highlights
based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements and financial highlights are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. Our procedures included confirmation of
securities owned as of November 30, 2003, by correspondence with the custodian.
An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of MFS
Government Markets Income Trust as of November 30, 2003, the results of its
operations for the year then ended, the changes in its net assets for each of
the two years in the period then ended, and the financial highlights for each of
the five years in the period then ended, in conformity with accounting
principles generally accepted in the United States of America.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
January 16, 2004
--------------------------------------------------------------------------------------------------------------------
TRUSTEES AND OFFICERS
--------------------------------------------------------------------------------------------------------------------
The following tables present certain information regarding the Trustees and officers of the Trust, including their
principal occupations, which, unless specific dates are shown, are of more than five years' duration, although the
titles may not have been the same throughout.
Name, age, position with the Trust, principal occupation, and other directorships(1)
INTERESTED TRUSTEES
JEFFREY L. SHAMES(2) (born 06/02/55) ABBY M. O'NEILL (born 04/27/28)
Chairman Trustee
Massachusetts Financial Services Company, Private investor; Rockefeller Financial Services, Inc.
Chairman (investment advisers), Chairman and
Chief Executive Officer
JOHN W. BALLEN(2) (born 09/12/59)
Trustee and President LAWRENCE T. PERERA (born 06/23/35)
Massachusetts Financial Services Company, Trustee
Chief Executive Officer and Director Hemenway & Barnes (attorneys), Partner
KEVIN R. PARKE(2) (born 12/14/59) WILLIAM J. POORVU (born 04/10/35)
Trustee Trustee
Massachusetts Financial Services Company, Private investor; Harvard University Graduate School
President, Chief Investment Officer, and Director of Business Administration, Class of 1961 Adjunct
Professor in Entrepreneurship Emeritus;
INDEPENDENT TRUSTEES CBL & Associates Properties, Inc. (real estate
investment trust), Director
LAWRENCE H. COHN, M.D. (born 03/11/37)
Trustee J. DALE SHERRATT (born 09/23/38)
Brigham and Women's Hospital, Chief of Cardiac Trustee
Surgery; Harvard Medical School, Professor of Surgery Insight Resources, Inc. (acquisition planning
specialists), President; Wellfleet Investments (investor
WILLIAM R. GUTOW (born 09/27/41) in health care companies), Managing General Partner
Trustee (since 1993); Cambridge Nutraceuticals (professional
Private investor and real estate consultant; nutritional products), Chief Executive Officer (until
Capitol Entertainment Management Company May 2001)
(video franchise), Vice Chairman
ELAINE R. SMITH (born 04/25/46)
J. ATWOOD IVES (born 05/01/36) Trustee
Trustee Independent health care industry consultant
Private investor; KeySpan Corporation (energy related
services), Director; Eastern Enterprises (diversified WARD SMITH (born 09/13/30)
services company), Chairman, Trustee and Chief Trustee
Executive Officer (until November 2000) Private investor
(1) Directorships or trusteeships of companies required to report to the Securities and Exchange Commission (i.e.,
"public companies").
(2) "Interested person" of MFS within the meaning of the Investment Company Act of 1940 (referred to as the 1940 Act)
which is the principal federal law governing investment companies like the Trust. The address of MFS is 500
Boylston Street, Boston, Massachusetts 02116.
Trustees and Officers - continued
OFFICERS
JOHN W. BALLEN (born 09/12/59) ROBERT R. FLAHERTY (born 09/18/63)
Trustee and President Assistant Treasurer
Massachusetts Financial Services Company, Chief Massachusetts Financial Services Company, Vice
Executive Officer and Director President (since August 2000); UAM Fund Services,
Senior Vice President (prior to August 2000)
JAMES R. BORDEWICK, JR. (born 03/06/59)
Assistant Secretary and Assistant Clerk RICHARD M. HISEY (born 08/29/58)
Massachusetts Financial Services Company, Senior Treasurer
Vice President and Associate General Counsel Massachusetts Financial Services Company, Senior
Vice President (since July 2002); The Bank of New
STEPHEN E. CAVAN (born 11/06/53) York, Senior Vice President (September 2000 to July
Secretary and Clerk 2002); Lexington Global Asset Managers, Inc.,
Massachusetts Financial Services Company, Senior Executive Vice President and Chief Financial Officer,
Vice President, General Counsel and Secretary (prior to September 2000); Lexington Funds,
Treasurer (prior to September 2000)
STEPHANIE A. DESISTO (born 10/01/53)
Assistant Treasurer ELLEN MOYNIHAN (born 11/13/57)
Massachusetts Financial Services Company, Vice Assistant Treasurer
President (since April 2003); Brown Brothers Massachusetts Financial Services Company,
Harriman & Co., Senior Vice President Vice President
(November 2002 to April 2003); ING Groep N.V./
Aeltus Investment Management, Senior Vice President JAMES O. YOST (born 06/12/60)
(prior to November 2002) Assistant Treasurer
Massachusetts Financial Services Company, Senior
Vice President
The Trust holds annual shareholder meetings for the purpose of electing Trustees, and Trustees are elected for fixed
terms. The Board of Trustees is currently divided into three classes, each having a term of three years. Each year the
term of one class expires. Each Trustee's term of office expires on the date of the third annual meeting following the
election to office of the Trustee's class. Each Trustee will serve until next elected or his or her earlier death,
resignation, retirement or removal.
Messrs. Shames, Cohn, Sherratt and Smith, and Ms. O'Neill, have served in their capacity as Trustee of the Trust
continuously since originally elected or appointed. Messrs. Ballen, Gutow, Ives, Perera and Poorvu, and Ms. Smith, were
elected by shareholders and have served as Trustees of the Trust since January 1, 2002. Mr. Parke has served as a
Trustee of the Trust since January 1, 2002.
Each of the Trust's Trustees and officers holds comparable positions with certain other funds of which MFS or a
subsidiary is the investment adviser or distributor and, in the case of the officers, with certain affiliates of MFS.
Each Trustee serves as a board member of 110 funds within the MFS Family of Funds.
The Statement of Additional Information contains further information about the Trustees and is available without charge
upon request, by calling 1-800-225-2606.
------------------------------------------------------------------------------------------------------------------------
INVESTMENT ADVISER CUSTODIANS
Massachusetts Financial Services Company State Street Bank and Trust Company
500 Boylston Street, Boston, MA 02116-3741 225 Franklin Street, Boston, MA 02110
DISTRIBUTOR JP Morgan Chase Manhattan Bank
MFS Fund Distributors, Inc. One Chase Manhattan Plaza
500 Boylston Street, Boston, MA New York, NY 10081
02116-3741
AUDITORS
PORTFOLIO MANAGEMENT Deloitte & Touche LLP
MFS Fixed Income Strategy Group(1)
(1)MFS Investment Management
-------------------------------------------------------------------------------
FEDERAL TAX INFORMATION (UNAUDITED)
In January 2004, shareholders will be mailed a Form 1099-DIV reporting the
federal tax status of all distributions paid during the calendar year 2003.
The fund has the option to use equalization, which is a tax basis dividends paid
deduction from earnings and profits distributed to shareholders upon redemption
of shares.
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
CONTACT INFORMATION AND NUMBER OF SHAREHOLDERS
-------------------------------------------------------------------------------
INVESTOR INFORMATION
Transfer Agent, Registrar and Dividend Disbursing Agent
Call 1-800-637-2304 any business day from 8 a.m. to 8 p.m. Eastern
time
Write to: State Street Bank and Trust Company
c/o MFS Service Center, Inc.
P.O. Box 55024
Boston, MA 02205-5024
A general description of the MFS Funds proxy voting policies is available
without charge, upon request, by calling 1-800-225-2606, by visiting the About
MFS section of mfs.com or by visiting the SEC's website at http://www.sec.gov.
NUMBER OF SHAREHOLDERS
As of November 30, 2003, our records indicate that there are 5,935 registered
shareholders and approximately 24,505 shareholders owning trust shares in
"street" name, such as through brokers, banks, and other financial
intermediaries.
If you are a "street" name shareholder and wish to directly receive our
reports, which contain important information about the trust, please write or
call:
State Street Bank and Trust Company
c/o MFS Service Center, Inc.
P.O. Box 55024
Boston, MA 02205-5024
1-800-637-2304
[logo] M F S(R)
INVESTMENT MANAGEMENT
500 Boylston Street
Boston, MA 02116-3741
(C) 2004 MFS Investment Management(R)
500 Boylston Street, Boston, MA 02116
MGF-ANN-1/04 53M
ITEM 2. CODE OF ETHICS.
The Registrant has adopted a Code of Ethics pursuant to Section 406 of the
Sarbanes-Oxley Act and as defined in the instructions to Form N-CSR that
applies to the Registrant's principal executive officer and principal financial
and accounting officer.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
Messrs. J. Atwood Ives and Ward Smith, members of the Audit Committee, have
been determined by the Board of Trustees in their reasonable business judgment
to meet the definition of "audit committee financial expert" as such term is
defined in the instructions to Form N-CSR. In addition, Messrs. Ives and Smith
are both "independent" members of the Audit Committee as defined in the
instructions to Form N-CSR.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Not applicable at this time. [Applicable for annual reports filed for the first
fiscal year ending after December 15, 2003 (beginning with annual N-CSR filings
at the end of February, 2004 for December 31, 2003 reporting period.)]
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
Not applicable at this time. [Applicable for closed-end fund annual reports
covering periods ending on or after the compliance date for the listing
standards applicable to the closed-end fund. Listed issuers must be in
compliance with the new listing rules by the earlier of the registrant's first
annual shareholders meeting after January 15, 2004 or October 31, 2004.]
ITEM 6. [RESERVED]
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END
MANAGEMENT INVESTMENT COMPANIES.
The Board of Trustees and the Board of Managers of the investment companies
(the "MFS Funds") advised by Massachusetts Financial Services Company ("MFS")
have delegated to MFS the right and obligation to vote proxies for shares that
are owned by the MFS Funds, in accordance with MFS' proxy voting policies and
procedures (the "MFS Proxy Policies"). The MFS Proxy Policies are set forth
below:
MASSACHUSETTS FINANCIAL SERVICES COMPANY
PROXY VOTING POLICIES AND PROCEDURES
SEPTEMBER 17, 2003
Massachusetts Financial Services Company, MFS Institutional Advisors,
Inc. and MFS' other investment adviser subsidiaries (collectively, "MFS") have
adopted proxy voting policies and procedures, as set forth below, with respect
to securities owned by the clients for which MFS serves as investment adviser
and has the power to vote proxies, including the registered investment
companies included within the MFS Family of Funds (the "MFS Funds").
These policies and procedures include:
A. Voting Guidelines;
B. Administrative Procedures;
C. Monitoring System;
D. Records Retention; and
E. Reports.
A. VOTING GUIDELINES
1. GENERAL POLICY; POTENTIAL CONFLICTS OF INTEREST
MFS' policy is that proxy voting decisions are made in what
MFS believes to be the best long-term economic interests of MFS'
clients, and not in the interests of any other party or in MFS'
corporate interests, including interests such as the distribution of
MFS Fund shares, administration of 401(k) plans, and institutional
relationships.
MFS has carefully reviewed matters that in recent years have
been presented for shareholder vote by either management or
shareholders of public companies. Based on the guiding principle that
all votes made by MFS on behalf of its clients must be in what MFS
believes to be the best long-term economic interests of such clients,
MFS has adopted proxy voting guidelines, which are set forth below,
that govern how MFS generally plans to vote on specific matters
presented for shareholder vote. In all cases, MFS will exercise its
discretion to vote these items in accordance with this guiding
principle. These underlying guidelines are simply that - guidelines.
Each proxy item is considered on a case-by-case basis, in light of all
relevant facts and circumstances, and there may be instances in which
MFS may vote proxies in a manner different from these guidelines.
As a general matter, MFS maintains a consistent voting
position with respect to similar proxy proposals made by various
issuers. In addition, MFS generally votes consistently on the same
matter when securities of an issuer are held by multiple client
accounts. However, MFS recognizes that there are gradations in certain
types of proposals that might result in different voting positions
being taken with respect to the different proxy statements. There also
may be situations involving matters presented for shareholder vote
that are not clearly governed by the guidelines, such as proposed
mergers and acquisitions. Some items that otherwise would be
acceptable will be voted against the proponent when it is seeking
extremely broad flexibility without offering a valid explanation. MFS
reserves the right to override the guidelines with respect to a
particular shareholder vote when such an override is, in MFS' best
judgment, consistent with the guiding principle of voting proxies in
the best long-term economic interests of MFS' clients.
From time to time, MFS receives comments on these guidelines
and regarding particular voting issues from its clients. Those
comments are reviewed and considered periodically, and these
guidelines are reviewed each year with MFS Equity Research Department
management, the MFS Proxy Review Group and the MFS Proxy Consultant
and are revised as appropriate.
These policies and procedures are intended to address any
potential material conflicts of interest on the part of MFS or its
affiliates that could arise in connection with the voting of proxies
on behalf of MFS' clients. MFS shall be mindful of any and all
potential material conflicts of interest that could arise in the
voting of these proxies, shall identify, analyze, document and report
on any such potential conflicts, and shall ultimately vote these
proxies in what MFS believes to be the best long-term economic
interests of its clients. The MFS Proxy Review Group is responsible
for monitoring and reporting on all potential conflicts of interest.
2. MFS' POLICY ON SPECIFIC ISSUES
NON-SALARY COMPENSATION PROGRAMS
Managements have become increasingly creative and generous
with compensation programs involving common stock. The original stock
option plans, which called for the optionee to pay the money to
exercise the option, are now embellished with no risk benefits such as
stock appreciation rights, the use of unexercised options to "buy"
stock, and restricted stock at bargain prices.
Stock option plans are supposed to reward results rather than
tenure, so the use of restricted stock at bargain prices is not
favored. In some cases, restricted stock is granted to the recipient
at deep discounts to fair market value, sometimes at par value. The
holder cannot sell for a period of years, but in the meantime is able
to vote and receive dividends. Eventually the restrictions lapse and
the stock can be sold.
MFS votes against option programs for officers, employees or
non-employee directors that do not require an investment by the
optionee, that give "free rides" on the stock price, or that permit
grants of restricted stock at deep discounts to fair market value. MFS
generally votes against stock option plans that involve stock
appreciation rights or the use of unexercised options to "buy" stock.
MFS opposes plans that provide unduly generous compensation
for officers, directors or employees, or could result in excessive
dilution to other shareholders. As a general guideline, MFS votes
against stock option plans if all such plans for a particular company
involve potential dilution, in the aggregate, of more than 15%.
MFS votes in favor of stock option plans for non-employee
directors as long as they satisfy the requirements set forth above
with respect to stock option plans for employees. Stock option plans
that include options for consultants and other third parties not
involved in the management of the company generally are opposed by
MFS.
"GOLDEN PARACHUTES"
From time to time, shareholders of companies have submitted
proxy proposals that would require shareholder approval of any
severance packages for executive officers that exceed certain
predetermined thresholds. MFS votes in favor of such shareholder
proposals when they would require shareholder approval of any
severance package for an executive officer that exceeds a certain
percentage of such officer's annual compensation. When put to a vote,
MFS votes against very large golden parachutes.
ANTI-TAKEOVER MEASURES
In general, MFS votes against any measure that inhibits
capital appreciation in a stock, including a possible takeover and any
proposal that protects management from action by shareholders. These
types of proposals take many forms, ranging from "poison pills" and
"shark repellents" to board classification and super-majority
requirements.
REINCORPORATION AND REORGANIZATION PROPOSALS
When presented with a proposal to reincorporate a company
under the laws of a different state, or to effect some other type of
corporate reorganization, MFS considers the underlying purpose and
ultimate effect of such a proposal in determining whether or not to
support such a measure. While MFS generally votes in favor of
management proposals that it believes are in the best long-term
economic interests of its clients, MFS may oppose such a measure if,
for example, the intent or effect would be to create additional
inappropriate impediments to possible acquisitions or takeovers.
DILUTION
There are many reasons for issuance of stock and most are
legitimate. As noted above under "Non-Salary Compensation Programs",
when a stock option plan (either individually or when aggregated with
other plans of the same company) would substantially dilute the
existing equity (e.g., by approximately 15% or more), MFS generally
votes against the plan. In addition, MFS votes against proposals where
management is asking for authorization to issue common or preferred
stock with no reason stated (a "blank check") because the unexplained
authorization could work as a potential anti-takeover device.
CONFIDENTIAL VOTING
MFS votes in favor of proposals to ensure that shareholder
voting results are kept confidential. For example, MFS supports
proposals that would prevent management from having access to
shareholder voting information that is compiled by an independent
proxy tabulation firm.
INDEPENDENCE OF BOARDS OF DIRECTORS AND COMMITTEES THEREOF
While MFS acknowledges the potential benefits of a company's
inclusion of directors who are "independent" from management, MFS
generally opposes shareholder proposals that would require that a
majority (or a "super-majority") of a company's board be comprised of
"independent" directors. Such proposals could inappropriately reduce a
company's ability to engage in certain types of transactions, could
result in the exclusion of talented directors who are not deemed
"independent", or could result in the unnecessary addition of
additional "independent" directors to a company's board. However, in
view of the special role and responsibilities of various the audit
committees of a board of directors, MFS supports proposals that would
require that the Audit, Nominating and Compensation Committees be
comprised entirely of directors who are deemed "independent" of the
company.
INDEPENDENT AUDITORS
Recently, some shareholder groups have submitted proposals to
limit the non-audit activities of a company's audit firm. Some
proposals would prohibit the provision of any non-audit services
(unless approved in advance by the full board) whereas other proposals
would cap non-audit fees so that such fees do not exceed a certain
percentage of the audit fees. MFS supports such shareholder proposals
that would cap non-audit fees at an amount deemed to be not excessive.
BEST PRACTICES STANDARDS
Best practices standards are rapidly evolving in the
corporate governance areas as a result of recent corporate failures,
the Sarbanes-Oxley Act of 2002 and revised listing standards on major
stock exchanges. MFS generally support these changes. However, many
issuers are not publicly registered, are not subject to these enhanced
listing standards or are not operating in an environment that is
comparable to that in the United States. In reviewing proxy proposals
under these circumstances, MFS votes for proposals that enhance
standards of corporate governance so long as we believe that -- within
the circumstances of the environment within which the issuers operate
- the proposal is consistent with the best long-term economic
interests of our clients.
FOREIGN ISSUERS - SHARE BLOCKING
In accordance with local law or business practices, many
foreign companies prevent the sales of shares that have been voted for
a certain period beginning prior to the shareholder meeting and ending
on the day following the meeting ("share blocking"). Depending on the
country in which a company is domiciled, the blocking period may begin
a stated number of days prior to the meeting (e.g., one, three or five
days) or on a date established by the company. While practices vary,
in many countries the block period can be continued for a longer
period if the shareholder meeting is adjourned and postponed to a
later date. Similarly, practices vary widely as to the ability of a
shareholder to have the "block" restriction lifted early (e.g., in
some countries shares generally can be "unblocked" up to two days
prior to the meeting whereas in other countries the removal of the
block appears to be discretionary with the issuer's transfer agent).
Due to these restrictions, MFS must balance the benefits to its
clients of voting proxies against the potentially serious portfolio
management consequences of a reduced flexibility to sell the
underlying shares at the most advantageous time. For companies in
countries with potentially long block periods, the disadvantage of
being unable to sell the stock regardless of changing conditions
generally outweighs the advantages of voting at the shareholder
meeting for routine items. Accordingly, MFS generally will not vote
those proxies in the absence of an unusual, significant vote.
Conversely, for companies domiciled in countries with very short block
periods, MFS generally will continue to cast votes in accordance with
these policies and procedures.
SOCIAL ISSUES
There are many groups advocating social change, and many have
chosen the publicly-held corporation as a vehicle for their agenda.
Common among these are resolutions requiring the corporation to
refrain from investing or conducting business in certain countries, to
adhere to some list of goals or principles (e.g., environmental
standards) or to report on various activities. MFS votes against such
proposals unless their shareholder-oriented benefits will outweigh any
costs or disruptions to the business, including those that use
corporate resources to further a particular social objective outside
the business of the company or when no discernible shareholder
economic advantage is evident.
The laws of various states may regulate how the interests of
certain clients subject to those laws are voted. For example, the
General Laws of The Commonwealth of Massachusetts prohibit the
investment of state funds, including retirement system assets, in the
following types of investments: (i) financial institutions which
directly or through any subsidiary have outstanding loans to any
individual or corporation engaged in manufacturing, distribution or
sale of firearms, munitions, rubber or plastic bullets, tear gas,
armored vehicles or military aircraft for use or deployment in any
activity in Northern Ireland; or (ii) any stocks, securities or
obligations of any company so engaged.
Because of these statutory restrictions, it is necessary when
voting proxies for securities held in Massachusetts public pension
accounts to support the purpose of this legislation. Thus, on issues
relating to these or similar state law questions, it may be necessary
to cast ballots differently for these portfolios than MFS might
normally do for other accounts.
B. ADMINISTRATIVE PROCEDURES
1. MFS PROXY REVIEW GROUP
The administration of these policies and procedures is
overseen by the MFS Proxy Review Group, which includes senior MFS
Legal Department officers and MFS' Proxy Consultant. The MFS Proxy
Review Group:
a. Reviews these policies and procedures at least annually
and recommends any amendments considered to be necessary
or advisable;
b. Determines whether any material conflicts of interest
exist with respect to instances in which (i) MFS seeks to
override these guidelines and (ii) votes not clearly
governed by these guidelines; and
c. Considers special proxy issues as they may arise from time
to time.
The current MFS Proxy Consultant is an independent proxy
consultant who performs these services exclusively for MFS.
2. POTENTIAL CONFLICTS OF INTEREST
The MFS Proxy Review Group is responsible for monitoring
potential material conflicts of interest on the part of MFS or its
affiliates that could arise in connection with the voting of proxies
on behalf of MFS' clients. Any attempt to influence MFS' voting on a
particular proxy matter should be reported to the MFS Proxy Review
Group. The MFS Proxy Consultant will assist the MFS Proxy Review Group
in carrying out these responsibilities.
In cases where proxies are voted in accordance with these
policies and guidelines, no conflict of interest will be deemed to
exist. In cases where (i) MFS is considering overriding these policies
and guidelines, or (ii) matters presented for vote are not clearly
governed by these policies and guidelines, the MFS Proxy Review Group
and the MFS Proxy Consultant will follow these procedures:
a. Compare the name of the issuer of such proxy against a
list of significant current and potential (i) distributors
of MFS Fund shares, (ii) retirement plans administered by
MFS, and (iii) MFS institutional clients (the "MFS
Significant Client List");
b. If the name of the issuer does not appear on the MFS
Significant Client List, then no material conflict of
interest will be deemed to exist, and the proxy will be
voted as otherwise determined by the MFS Proxy Review
Group;
c. If the name of the issuer appears on the MFS Significant
Client List, then the MFS Proxy Review Group will
carefully evaluate the proposed votes in order to ensure
that the proxy ultimately is voted in what MFS believes to
be the best long-term economic interests of MFS' clients,
and not in MFS' corporate interests; and
d. For all potential material conflicts of interest
identified under clause (c) above, the MFS Proxy Review
Group will document: the name of the issuer, the issuer's
relationship to MFS, the analysis of the matters submitted
for proxy vote, and the basis for the determination that
the votes ultimately were cast in what MFS believes to be
the best long-term economic interests of MFS' clients, and
not in MFS' corporate interests.
The MFS Proxy Review Group is responsible for creating and
maintaining the MFS Significant Client List, in consultation with MFS'
distribution, retirement plan administration and institutional
business units. The MFS Significant Client List will be reviewed and
updated as necessary, but no less frequently than quarterly.
3. GATHERING PROXIES
Nearly all proxies received by MFS originate at Automatic
Data Processing Corp. ("ADP"). ADP and issuers send proxies and
related material directly to the record holders of the shares
beneficially owned by MFS' clients, usually to the client's custodian
or, less commonly, to the client itself. Each client's custodian is
responsible for forwarding all proxy solicitation materials to MFS
(except in the case of certain institutional clients for which MFS
does not vote proxies). This material will include proxy cards,
reflecting the proper shareholdings of Funds and of clients on the
record dates for such shareholder meetings, and proxy statements, the
issuer's explanation of the items to be voted upon.
MFS, on behalf of itself and the Funds, has entered into an
agreement with an independent proxy administration firm, Institutional
Shareholder Services, Inc. (the "Proxy Administrator"), pursuant to
which the Proxy Administrator performs various proxy vote processing
and recordkeeping functions for MFS' Fund and institutional client
accounts. The Proxy Administrator does not make recommendations to MFS
as to how to vote any particular item. The Proxy Administrator
receives proxy statements and proxy cards directly from various
custodians, logs these materials into its database and matches
upcoming meetings with MFS Fund and client portfolio holdings, which
are input into the Proxy Administrator's system by an MFS holdings
datafeed. Through the use of the Proxy Administrator system, ballots
and proxy material summaries for the upcoming shareholders' meetings
of over 10,000 corporations are available on-line to certain MFS
employees, the MFS Proxy Consultant and the MFS Proxy Review Group and
most proxies can be voted electronically. In addition to receiving the
hard copies of materials relating to meetings of shareholders of
issuers whose securities are held by the Funds and/or clients, the
ballots and proxy statements can be printed from the Proxy
Administrator's system and forwarded for review.
4. ANALYZING PROXIES
After input into the Proxy Administrator system, proxies
which are deemed to be completely routine (e.g., those involving only
uncontested elections of directors, appointments of auditors, and/or
employee stock purchase plans)(1) are automatically voted in favor by
the Proxy Administrator without being sent to either the MFS Proxy
Consultant or the MFS Proxy Review Group for further review. Proxies
that pertain only to merger and acquisition proposals are forwarded
initially to an appropriate MFS portfolio manager or research analyst
for his or her recommendation. All proxies that are reviewed by either
the MFS Proxy Consultant or a portfolio manager or analyst are then
forwarded with the corresponding recommendation to the MFS Proxy
Review Group.(2)
--------
(1) Proxies for foreign companies often contain significantly more voting items
than those of U.S. companies. Many of these items on foreign proxies
involve repetitive, non-controversial matters that are mandated by local
law. Accordingly, there is an expanded list of items that are deemed
routine (and therefore automatically voted in favor) for foreign issuers,
including the following: (i) receiving financial statements or other
reports from the board; (ii) approval of declarations of dividends; (iii)
appointment of shareholders to sign board meeting minutes; (iv) the
discharge of management and supervisory boards; and (v) approval of share
repurchase programs.
(2) From time to time, due to travel schedules and other commitments, an
appropriate portfolio manager or research analyst is not available to
provide a recommendation on a merger or acquisition proposal. If such a
recommendation cannot be obtained within a few business days prior to the
shareholder meeting, the MFS Proxy Review Group will determine the vote in
what MFS believes to be the best long-term economic interests of its
clients.
Recommendations with respect to voting on non-routine issues
are generally made by the MFS Proxy Consultant in accordance with the
policies summarized under "Voting Guidelines," and all other relevant
materials. His or her recommendation as to how each proxy proposal
should be voted is indicated on copies of proxy cards, including his
or her rationale on significant items. These cards are then forwarded
to the MFS Proxy Review Group.
As a general matter, portfolio managers and investment
analysts are consulted and involved in developing MFS' substantive
proxy voting guidelines, but have little or no involvement in or
knowledge of proxy proposals or voting positions taken by MFS. This is
designed to promote consistency in the application of MFS' voting
guidelines, to promote consistency in voting on the same or similar
issues (for the same or for multiple issuers) across all client
accounts, and to minimize or remove the potential that proxy
solicitors, issuers, and third parties might attempt to exert
influence on the vote or might create a conflict of interest that is
not in what MFS believes to be the best long-term economic interests
of our clients. In limited, specific instances (e.g., mergers), the
MFS Proxy Consultant or the MFS Proxy Review Group may consult with or
seek recommendations from portfolio managers or analysts. The MFS
Proxy Review Group would ultimately determine the manner in which all
proxies are voted.
As noted above, MFS reserves the right to override the
guidelines when such an override is, in MFS' best judgment, consistent
with the guiding principle of voting proxies in the best long-term
economic interests of MFS' clients. Any such override of the
guidelines shall be examined, explained and reported in accordance
with the procedures set forth in these policies.
5. VOTING PROXIES
After the proxy card copies are reviewed, they are voted
electronically through the Proxy Administrator's system. In accordance
with its contract with MFS, the Proxy Administrator also generates a
variety of reports for the MFS Proxy Consultant and the MFS Proxy
Review Group, and makes available on-line various other types of
information so that the MFS Proxy Review Group and the MFS Proxy
Consultant may monitor the votes cast by the Proxy Administrator on
behalf of MFS' clients.
C. MONITORING SYSTEM
It is the responsibility of the Proxy Administrator and MFS'
Proxy Consultant to monitor the proxy voting process. As noted above,
when proxy materials for clients are received, they are forwarded to
the Proxy Administrator and are input into the Proxy Administrator's
system. Additionally, through an interface with the portfolio holdings
database of MFS, the Proxy Administrator matches a list of all MFS
Funds and clients who hold shares of a company's stock and the number
of shares held on the record date with the Proxy Administrator's
listing of any upcoming shareholder's meeting of that company.
When the Proxy Administrator's system "tickler" shows that
the date of a shareholders' meeting is approaching, a Proxy
Administrator representative checks that the vote for MFS Funds and
clients holding that security has been recorded in the computer
system. If a proxy card has not been received from the client's
custodian, the Proxy Administrator calls the custodian requesting that
the materials be forward immediately. If it is not possible to receive
the proxy card from the custodian in time to be voted at the meeting,
MFS may instruct the custodian to cast the vote in the manner
specified and to mail the proxy directly to the issuer.
D. RECORDS RETENTION
MFS will retain copies of these policies and procedures in
effect from time to time and will retain all proxy voting reports
submitted to the Board of Trustees and Board of Managers of the MFS
Funds for a period of six years. Proxy solicitation materials,
including electronic versions of the proxy cards completed by the MFS
Proxy Consultant and the MFS Proxy Review Group, together with their
respective notes and comments, are maintained in an electronic format
by the Proxy Administrator and are accessible on-line by the MFS Proxy
Consultant and the MFS Proxy Review Group. All proxy voting materials
and supporting documentation, including records generated by the Proxy
Administrator's system as to proxies processed, the dates when proxies
were received and returned, and the votes on each company's proxy
issues, are retained for six years.
E. REPORTS
MFS FUNDS
Periodically, MFS will report the results of its voting to
the Board of Trustees and Board of Managers of the MFS Funds. These
reports will include: (i) a listing of how votes were cast; (ii) a
review of situations where MFS did not vote in accordance with the
guidelines and the rationale therefor; (iii) a review of the
procedures used by MFS to identify material conflicts of interest; and
(iv) a review of these policies and the guidelines and, as necessary
or appropriate, any proposed modifications thereto to reflect new
developments in corporate governance and other issues. Based on these
reviews, the Trustees and Managers of the MFS Funds will consider
possible modifications to these policies to the extent necessary or
advisable.
ALL MFS ADVISORY CLIENTS
At any time, a report can be printed by MFS for each client
who has requested that MFS furnish a record of votes cast. The report
specifies the proxy issues which have been voted for the client during
the year and the position taken with respect to each issue.
Generally, MFS will not divulge actual voting practices to any party other than
the client or its representatives (unless required by applicable law) because
we consider that information to be confidential and proprietary to the client.
ITEM 8. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT
COMPANY AND AFFILIATED PURCHASERS.
Not applicable at this time. [Required for closed-end funds for periods ending
on or after June 15, 2004 (beginning with N-CSR's filed at the end of August,
2004 for June 30, 2004 reporting period.)]
ITEM 9. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not required at this time. [Required for reporting periods ending after January
1, 2004 (beginning with N-CSR's filed at the end of March 2004, for January 31,
2004 reporting period).]
ITEM 10. CONTROLS AND PROCEDURES.
(a) Based upon their evaluation of the registrant's disclosure controls and
procedures 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.
(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 registrant's last fiscal half-year (the registrant's second fiscal
half-year in the case of an annual report) that has materially affected,
or is reasonably likely to materially affect, the registrant's internal
control over financial reporting.
ITEM 11. 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: Code of Ethics attached hereto.
(2) A separate certification for each principal executive officer and
principal financial officer of the registrant as required by Rule
30a-2 under the Act (17 CFR 270.30a-2): Attached hereto.
(3) Any written solicitation to purchase securities under 23c-1 under the
Act (17 C.F.R. 270.23c-1) sent or given during the period covered by
the report by or on behalf of the registrant to 10 or more persons.
Not applicable at this time. [For closed-end funds for periods ending
on or after June 15, 2004 (beginning with N-CSR's filed at the end of
August 2004 for June 30, 2004 reporting period.)]
(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.
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)* JOHN W. BALLEN
----------------------------------------------------
John W. Ballen, President
Date: January 23, 2004
---------------------------
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)* JOHN W. BALLEN
----------------------------------------------------
John W. Ballen, President
(Principal Executive Officer)
Date: January 23, 2004
---------------------------
By (Signature and Title)* RICHARD M. HISEY
----------------------------------------------------
Richard M. Hisey, Treasurer
(Principal Financial Officer and Accounting Officer)
Date: January 23, 2004
---------------------------
* Print name and title of each signing officer under his or her signature.