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OMB
APPROVAL
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OMB
Number: 3235-0145
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Expires: February
28, 2009
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Estimated
average burden
Hours
per
response 14.5
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CUSIP
No.
552939100
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1 Name
of Reporting Persons
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I.R.S.
Identification Nos. of
above persons (entities only)
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Bulldog
Investors General
Partnership
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56-2585535
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2 Check
the Appropriate Box if a Member of a Group (See
Instructions)
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(a) [ ]
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(b) [X]
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3 SEC
Use Only
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4 Source
of Funds (See Instructions)
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WC
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5 Check
if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or
2(e)[ ]
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6 Citizenship
or Place of Organization
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New
York
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Number
of 7 Sole
Voting
Power 5,290,454
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Shares
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Beneficially 8 Shared
Voting
Power 0
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Owned
by
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Each
9 Sole
Dispositive
Power 5,290,454
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Reporting
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Person
With:
10 Shared
Dispositive
Power 0
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11 Aggregate
Amount Beneficially Owned by Reporting
Person
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5,290,454
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12 Check
Box if the Aggregate Amount in Row (11) Excludes Certain
Shares
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(See
Instructions) [ ]
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13 Percent
of Class Represented by Amount in Row (11)
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10.31%
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14 Type
of Reporting Person (See Instructions)
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PN
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This
Amendment No. 2 amends the Schedule 13D filed May 1, 2007 (the
“Schedule
13D”), as amended by Amendment No. 1 filed June 13, 2007, and is filed
by
Bulldog Investors General Partnership (the “Reporting Person”), with
respect to the Common Stock of MGF. Capitalized terms used
herein but not defined herein shall have the meanings attributed
to them
in the Schedule 13D.
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Item
1
Security and Issuer
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The
class of equity to which this statement relates is the common stock,
no
par value per share (the “Common Stock”), of MFS Government Markets Income
Trust (“MGF”), which has its principal offices at 500 Boylston Street,
Boston, MA 02116.
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Item
2
Identity and Background
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The
Reporting Person is a New York general partnership whose principal
business is investing. The general partners (the “General
Partners”) of the Reporting Person and their states of organization are:
Opportunity Partners L.P. (Ohio), Full Value Partners L.P. (Delaware),
Opportunity Income Plus Fund L.P. (Delaware), Kimball & Winthrop, Inc.
(Ohio), Steady Gain Partners L.P. (Delaware), Mercury Partners
L.P.
(California), and Calapasas Investment Partners L.P.
(California). Each of the General Partners is a private
investment partnership except for Kimball & Winthrop, Inc., which is
an investment advisory firm. The principal office address of
the Reporting Person and each of the General Partners, except Steady
Gain
Partners L.P., Mercury Partners L.P., and Calapasas Investment
Partners
L.P., is Park 80 West, Plaza Two, Suite 750, Saddle Brook, NJ
07663. The business addresses of Steady Gain Partners L.P.,
Mercury Partners L.P. (and its general partner), and Calapasas
Investment
Partners L.P. (and its general partner) are respectively: 10 Wenwood
Drive, Brookville, NY 11545, 2308 Camino Robledo, Carlsbad, CA
92009, and
12237 Sunset Parkway, Los Angeles, CA 90064, (310) 399-1807.
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The
general partner of Opportunity Partners L.P. is Kimball & Winthrop,
Inc., which is controlled by Phillip Goldstein (president and director)
and Steve Samuels (vice president and director). The general
partner of Full Value Partners L.P. is Full Value Advisors L.L.C.,
a New
Jersey limited liability company, which is controlled by Phillip
Goldstein, Steve Samuels and Andrew Dakos. The general partner
of Opportunity Income Plus Fund L.P. is SPAR Advisors L.L.C., a
New York
limited liability company, which is controlled by Phillip Goldstein,
Steve
Samuels, Andrew Dakos and Rajeev Das. The business
address of Full Value Advisors L.L.C., SPAR Advisors L.L.C., Phillip
Goldstein, Steve Samuels, Andrew Dakos and Rajeev Das is Park 80
West,
Plaza Two, Suite 750, Saddle Brook, NJ 07663.
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The
general partner of Steady Gain Partners L.P. is BJS LLC, a New
York
limited liability company, which is controlled by Barry
Swidler.
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The
general partner of Mercury Partners L.P. is GSG Capital Advisors
LLC, a
California limited liability company, which is controlled by Glenn
Goodstein.
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The
general partner of Calapasas Investment Partners L.P. is Klein,
Bogakos
and Robertson, Cpas Inc (“KBR”), a California corporation, which is
controlled by Jeff Robertson.
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The
citizenship, principal business address, present principal occupation
or
employment, and material occupations, positions, offices or employments
(and the principal business and address of any corporation or organization
in which such employment is conducted) of each of the above named
natural
persons (collectively with the entities controlling each General
Partner,
the “Other Persons”) are as follows:
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· Phillip
Goldstein is a U.S. citizen with a business address of Park 80
West, Plaza Two, Suite 750, Saddle Brook, NJ 07663. Mr.
Goldstein is an investment advisor and a principal of the general
partner
of three investment partnerships in the Bulldog Investors group
of funds:
Opportunity Partners L.P., Opportunity Income Plus Fund L.P., and
Full
Value Partners L.P. He has been a director of the Mexico Income
and Equity Fund since 2000, Brantley Capital Corporation since
2001, the
Emerging Markets Telecommunications Fund since 2005 and the First
Israel
Fund since 2005.
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· Steve
Samuels is a U.S. citizen with a business address of Park 80 West,
Plaza
Two, Suite 750, Saddle Brook, NJ 07663. Mr. Samuels is a
principal of the general partner of three investment partnerships
in the
Bulldog Investors group of funds: Opportunity Partners L.P., Opportunity
Income Plus Fund L.P., and Full Value Partners L.P.
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· Andrew
Dakos is a U.S. citizen with a business address of Park 80 West,
Plaza
Two, Suite 750, Saddle Brook, NJ 07663. Mr. Dakos is an
investment advisor and a principal of the general partner of three
investment partnerships in the Bulldog Investors group of funds:
Opportunity Partners L.P., Opportunity Income Plus Fund L.P., and
Full
Value Partners L.P. and President of Elmhurst Capital, Inc. an
investment
advisory firm. He has been a director of the Mexico Income and
Equity Fund since 2001.
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· Rajeev
Das is a U.S. citizen with a business address of Park 80 West,
Plaza Two,
Suite 750, Saddle Brook, NJ 07663. Mr. Das is the chief
financial officer and a senior analyst for Kimball & Winthrop, Inc.,
the general partner and investment advisor for Opportunity Partners
L.P.
and is a principal of the general partner and investment advisor
to
Opportunity Income Plus Fund L.P., an investment partnership in
the
Bulldog Investors group of funds. He has been a director of the
Mexico Income and Equity Fund since 2001.
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· Barry
Swidler is a U.S. citizen with a business address of 301 Norman
Avenue,
Brooklyn, NY, 11222. Mr. Swidler is the Managing Member of BJS
Management LLC, the general partner
of
Steady Gain Partners, L.P.
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·
Glenn
Goodstein is a U.S. citizen with a business address of 2308 Camino
Robledo, Carlsbad, CA 92009. Mr. Goodstein is a registered
investment advisor and managing member of the general partner of
Mercury
Partners LP, an investment partnership. He is a director of
Mexico Equity and Income Fund.
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· Jeff
Robertson is a U.S. citizen with a business address of 12237 Sunset
Parkway, Los Angeles, Ca 90064. Mr. Robertson is the managing
partner of KBR, the general partner of Calapasas Investment Partners
LP.
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During
the past five years none of the Reporting Person or Other Persons
has been
convicted in a criminal proceeding (excluding traffic violations
or
similar misdemeanors).
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During
the past five years, none of the Reporting Person or Other Persons
was a
party to any civil proceeding of a judicial or administrative body
of
competent jurisdiction and as a result of such proceeding was or
is
subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal
or state
securities laws, or finding any violation with respect to such
laws,
except as follows: In January 2007, the Massachusetts
Securities Division filed a complaint against the Reporting Person
and a
number of affiliated entities and individuals
(“Defendants”). The allegations stem from a website controlled
by affiliates of the Reporting Person and material sent via email
to an
individual requesting information on such website. The
Massachusetts Securities Division alleges that the provision of
information on the website and via email constitutes an unregistered
public offering of securities in violation of Massachusetts
law. The Defendants have answered these allegations and
asserted that they have not violated Massachusetts law because
they have
not solicited investors over their website or via email and that
the
materials provided on their website and via email do not constitute
a
public offering and, in any event, are protected speech under the
First
Amendment. The Defendants have also sued the Massachusetts
Securities Division in Massachusetts Superior Court alleging violation
of
their First Amendment rights and have requested an injunction to
prevent
the Massachusetts Securities Division from pursuing enforcement
proceedings against the Defendants. On July 25, 2007, the
presiding officer of the Massachusetts Securities Division ruled
that BIGP
violated the securities laws by furnishing information about BIGP
to a
non-accredited investor via the website and email. The case
will now be heard by the Massachusetts Superior Court.
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No
single partner, person or entity controls the Reporting Person
within the
meaning of section 2(a)(9) of the Investment Company Act of 1940,
as
amended. The General Partners have agreed that no substantive
or material action may be taken by the Reporting Person without
the
unanimous approval of the General Partners and each General Partner
has an
equal vote with regard to all such actions. Phillip Goldstein
and Andrew Dakos have been delegated as agents of the Reporting
Person to
purchase, sell and vote securities on behalf of the Reporting
Person.
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Item
3
Source and Amount of Funds or Other Consideration
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The
Reporting Person acquired the 281,419 additional shares of Common
Stock
reported on this Amendment No. 2 with its investment
capital. Such shares were acquired for total consideration of
$1,873,407 in open market transactions as listed in Item 5
below. Such amount includes commissions incurred in making the
investments.
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Item
4
Purpose of Transaction
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All
of the shares of Common Stock reported herein were acquired for
investment
purposes. The Reporting Person reviews on a continuing basis
the investment in MGF. Based on such review and depending on the
price and
availability of MGF’s securities, the Reporting Person and its affiliates
may acquire, or cause to be acquired, additional securities of
MGF, in the
open market or otherwise, dispose of, or cause to be disposed of,
securities of MGF, in the open market or otherwise, at any time,
or
formulate other purposes, plans or proposals regarding MGF or any
of its
securities, to the extent deemed advisable in light of general
investment
and trading policies of the Reporting Person, its affiliates, MGF’s
business, financial condition and operating results, general market
and
industry conditions or other factors.
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On
March 7, 2007, the Reporting Person submitted a shareholder proposal
for
inclusion in MGF’s proxy statement for the next annual meeting of
shareholders (see Exhibit 1 filed with Amendment No. 1 to the Schedule
13D
filed on March 15, 2007).
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On
June 12, 2007, the Reporting Person advised the issuer they intend
to
nominate 4 persons for election as members of the board of trustees
of MGF
(see Exhibit 1 filed with Amendment No.1 to the Schedule 13D filed
on June
13, 2007).
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On
July 16, 2007, at the request of MGF, the Reporting Person entered
into a
non-disclosure agreement with MGF, and a representative of the
Reporting
Person subsequently had discussions with representatives of
MGF. The substantive discussions concerned the matters
described above and certain plans of MGF that were subsequently
publicly
disclosed. The non-disclosure agreement expired pursuant to its
terms on July 30, 2007.
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As
part of the ongoing evaluation of this investment and investment
alternatives, the Reporting Person and its affiliates may consider
any or
all of the following: (a) the acquisition by any person of additional
securities of MGF, or the disposition of securities of MGF; (b)
an
extraordinary corporate transaction, such as a merger, reorganization
or
liquidation, involving MGF or any of its subsidiaries; (c) a sale
or
transfer of a material amount of assets of MGF or any of its subsidiaries;
(d) any change in the present board of trustees or management of
MGF,
including any plans or proposals to change the number or term of
trustees
or to fill any existing vacancies on the board of trustees; (e)
any
material change in the present capitalization or dividend policy
of MGF;
(f) any other material change in MGF’s business or corporate structure;
(g) changes in MGF’s charter or bylaws or other actions which may impede
the acquisition of control of MGF by any person; (h) causing a
class of
securities of MGF to be delisted from a national securities exchange
or to
cease to be authorized to be quoted in an inter-dealer quotation
system of
a registered national securities association; (i) causing a class
of
equity securities of MGF to become eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities Exchange
Act
of 1934, as amended; or (j) any action similar to any of those
enumerated
above.
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| In addition, from time to time, the Reporting Person and its affiliates may hold discussions with MGF regarding the matters described in subparagraphs (a) through (j) above, as well as in the letters and shareholder proposal described above. | |
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Item
5 Interest
in Securities of the Issuer
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(a)-(b) The
responses of the Reporting Person to Rows (11) through (13) of
the cover
pages of this Amendment No. 2 are incorporated herein by
reference. As of September 7, 2007, the Reporting Person is the
beneficial owner of an aggregate of 5,290,454 shares of Common
Stock. Such shares constitute approximately 10.31% of the
issued and outstanding shares of the Common Stock (based upon the
51,332,555 shares of the Common Stock stated to be issued and outstanding
by MGF in its latest Form N-CSR for the period ending May 31,
2007. The Reporting Person has the sole power to vote or direct
the vote of such shares or to dispose or direct the disposition
of such
shares. Mr. Phillip Goldstein and Mr. Andrew Dakos have been
delegated as agents of the Reporting Person to purchase, sell and
vote
securities on behalf of the Reporting Person.
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| Phillip Goldstein and his wife jointly beneficially own 116,700 shares of common stock. Such shares constitute less than 1% of the issued and outstanding shares of the Common Stock (based upon the 51,332,555 shares of the Common Stock stated to be issued and outstanding by MGF in its latest Form N-CSR for the period ending November 30, 2006 which was filed on February 2, 2007. Each of Mr. Goldstein and his wife has the sole power to vote or direct the vote of such shares or to dispose or direct the disposition of the shares of Common Stock owned by them. | |
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(c)
During the past 60 days, the Reporting Person has made the following
purchases and sales of Common Stock on the open market (each of
which has
been effected by the Reporting Person itself):
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Transaction
Type Transaction
Date Number
of Shares Price
Per Share
($)
Purchased
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Purchase
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7/12/2007
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1,200
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$6.6100
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Purchase
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8/9/2007
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40,040
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$6.6600
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Purchase
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8/9/2007
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2,321
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$6.6600
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Purchase
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8/9/2007
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13,200
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$6.6600
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Purchase
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8/9/2007
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4,070
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$6.6600
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Purchase
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8/9/2007
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3,520
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$6.6600
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Purchase
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8/9/2007
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19,250
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$6.6600
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Purchase
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8/9/2007
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4,070
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$6.6600
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Purchase
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8/14/2007
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11,600
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$6.5900
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Purchase
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8/15/2007
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3,000
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$6.5680
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Purchase
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8/15/2007
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3,900
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$6.5680
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Purchase
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8/16/2007
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3,300
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$6.4918
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Purchase
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8/17/2007
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2,700
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$6.5500
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Purchase
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8/21/2007
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15,100
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$6.6500
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Purchase
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8/21/2007
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1,500
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$6.6500
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Purchase
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8/22/2007
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21,998
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$6.6400
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Purchase
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8/23/2007
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6,400
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$6.6400
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Purchase
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8/24/2007
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3,500
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$6.6066
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Purchase
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8/27/2007
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7,250
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$6.6500
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Purchase
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8/27/2007
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3,500
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$6.6500
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Purchase
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8/27/2007
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2,400
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$6.6500
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Purchase
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8/27/2007
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700
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$6.6500
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Purchase
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8/27/2007
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750
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$6.6500
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Purchase
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8/27/2007
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650
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$6.6500
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Purchase
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8/27/2007
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500
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$6.6500
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Purchase
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8/29/2007
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25,000
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$6.6900
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Purchase
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8/29/2007
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25,000
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$6.6900
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Purchase
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8/30/2007
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55,000
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$6.6799
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Purchase
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8/30/2007
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10,000
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$6.6799
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Purchase
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8/30/2007
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10,000
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$6.6799
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Purchase
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8/31/2007
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20,000
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$6.6800
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Purchase
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8/31/2007
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10,000
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$6.6800
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Purchase
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8/31/2007
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195,000
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$6.6800
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| (d)
The Reporting Person has the right to receive or the power to direct
the
receipt of dividends from, or the proceeds from the sale of, the
Common
Stock owned by the Reporting Person.
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| (e) Not applicable. | |||
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Item
6 Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer.
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None.
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Item
7 Material
to be Filed as Exhibits
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None.
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DATE: September
10, 2007
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BULLDOG
INVESTORS GENERAL PARTNERSHIP
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By: KIMBALL
& WINTHROP, INC., general partner
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| By: /s/PHILLIP GOLDSTEIN | |
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Name: Phillip
Goldstein
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Ttle: President
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