MFS GOVERNMENT MARKETS INCOME TRUST, DEF 14A, 1995-09-08

MFS GOVERNMENT MARKETS INCOME TRUST
DEF 14A, 1995-09-08

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<PAGE>
SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

FILED BY THE REGISTRANT /X/ FILED BY A PARTY OTHER THAN THE REGISTRANT / /

--------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX:
/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section240.14a-11(c) or Section240.14a-12
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))

MFS Government Markets Income Trust
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)

PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.

/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).

/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

1) Title of each class of securities to which transaction applies:

2) Aggregate number of securities to which transaction applies:

3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):

4) Proposed maximum aggregate value of transaction:

5) Total fee paid:

/ / Fee paid previously with preliminary materials.

/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:

2) Form, Schedule or Registration Statement No.:

3) Filing Party:

4) Date Filed:

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<PAGE>
MFS-REGISTERED TRADEMARK- GOVERNMENT MARKETS INCOME TRUST
500 BOYLSTON STREET, BOSTON, MASSACHUSETTS 02116

NOTICE OF THE 1995 ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON OCTOBER 26, 1995

The 1995 Annual Meeting of Shareholders of MFS Government Markets Income Trust
(the "Trust") will be held at 500 Boylston Street, Boston, Massachusetts, at
9:30 a.m. on Thursday, October 26, 1995, for the following purposes:

ITEM 1. To elect Marshall N. Cohan, Sir J. David Gibbons, Abby M. O'Neill and
Ward Smith as Trustees of the Trust.

ITEM 2. To ratify or reject the selection of Deloitte & Touche LLP as the
independent public accountants to be employed by the Trust for the
fiscal year ending November 30, 1995.

ITEM 3. To transact such other business as may come before the Meeting and any
adjournments thereof.

YOUR TRUSTEES RECOMMEND THAT YOU VOTE IN FAVOR OF ALL ITEMS.

Only shareholders of record on August 28, 1995 will be entitled to vote at the
Annual Meeting of Shareholders.

STEPHEN E. CAVAN, Secretary and Clerk

September 8, 1995

YOUR VOTE IS IMPORTANT. WE WOULD APPRECIATE YOUR PROMPTLY VOTING, SIGNING AND
RETURNING THE ENCLOSED PROXY, WHICH WILL HELP IN AVOIDING THE ADDITIONAL EXPENSE
OF A SECOND SOLICITATION. THE ENCLOSED ADDRESSED ENVELOPE REQUIRES NO POSTAGE
AND IS PROVIDED FOR YOUR CONVENIENCE.
<PAGE>
MFS-REGISTERED TRADEMARK- GOVERNMENT MARKETS INCOME TRUST

PROXY STATEMENT

This Proxy Statement is furnished in connection with the solicitation of proxies
by and on behalf of the Board of Trustees of MFS-Registered Trademark-
Government Markets Income Trust (the "Trust") to be used at the 1995 Annual
Meeting of Shareholders (the "Meeting") to be held at 9:30 a.m. on Thursday,
October 26, 1995 at 500 Boylston Street, Boston, Massachusetts, for the purposes
set forth in the accompanying Notice. If the enclosed form of proxy is executed
and returned, it may nevertheless be revoked prior to its exercise by a signed
writing filed with the proxy tabulation agent, State Street Bank and Trust
Company, P.O. Box 592, Boston, Massachusetts 02102, or delivered at the Meeting.
On August 28, 1995, there were outstanding 74,141,255.084 shares of the Trust.
Shareholders of record at the close of business on August 28, 1995, will be
entitled to one vote for each share held.

The mailing address of the Trust is 500 Boylston Street, Boston, Massachusetts
02116. Solicitation of proxies is being made by the mailing of this Notice and
Proxy Statement with its enclosures on or about September 8, 1995. A copy of the
Trust's Annual Report and its most recent Semi-Annual Report succeeding the
Annual Report may be obtained without charge by contacting MFS Service Center,
Inc., the Trust's transfer and shareholder servicing agent (the "Shareholder
Servicing Agent"), P.O. Box 9024, Boston, MA 02205-9824, or by telephone
toll-free at (800) 637-2304.

ITEM 1--ELECTION OF TRUSTEES

Under the provisions of the Trust's Declaration of Trust, the Trustees are
divided into three classes each having a term of three years. It is intended
that proxies not limited to the contrary will be voted in favor of Marshall N.
Cohan, Sir J. David Gibbons, Abby M. O'Neill and Ward Smith as Trustees of the
class whose term will expire at the 1998 annual meeting of shareholders (or
special meeting in lieu thereof). These individuals are presently Trustees of
the Trust.

The following table presents certain information regarding the Trustees,
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. An asterisk beside a Trustee's name indicates that he is an
"interested person," as defined in the Investment Company Act of 1940, as
amended (the "1940 Act"), of the Trust's investment adviser and that he has been
affiliated with the investment adviser for more than five years.

2
<PAGE>

<TABLE>
<CAPTION>
SHARES OF
TRUST OWNED
NAME, AGE, POSITION WITH TRUST, BENEFICIALLY PERCENT
PRINCIPAL OCCUPATION FIRST BECAME TERM AS OF OF
AND OTHER DIRECTORSHIPS(1) A TRUSTEE EXPIRING AUGUST 23, 1995(2) CLASS(3)
--------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
RICHARD B. BAILEY*, 68, Trustee; Private
Investor; Massachusetts Financial
Services Company, former Chairman and
Director (prior to September 1991);
Cambridge Bancorp, Director; Cambridge
Trust Company, Director. 1987 1997 0 0%
MARSHALL N. COHAN, 68, Trustee; Private
Investor. 1987 1995 0 0%
LAWRENCE H. COHN, M.D., 58, Trustee;
Brigham and Women's Hospital, Chief of
Cardiac Surgery; Harvard Medical
School, Professor of Surgery. 1993 1996 1,053 .0014%
THE HON. SIR J. DAVID GIBBONS, KBE, 68,
Trustee; Edmund Gibbons Limited, Chief
Executive Officer; The Bank of N.T.
Butterfield & Son Ltd., Chairman. 1988 1995 0 0%
ABBY M. O'NEILL, 67, Trustee; Private
Investor; Rockefeller Financial
Services, Inc. (investment advisers),
Director. 1992 1995 0 0%
WALTER E. ROBB, III, 69, Trustee;
Benchmark Advisors, Inc. (corporate
financial consultants), President and
Treasurer; Landmark Funds, (mutual
funds), Trustee. 1987 1996 863.607 .0012%
ARNOLD D. SCOTT*, 52, Trustee; Massachu-
setts Financial Services Company,
Senior Executive Vice President,
Director and Secretary. 1993 1997 250 .0003%
JEFFREY L. SHAMES*, 40, Trustee;
Massachusetts Financial Services
Company, President and Director. 1993 1997 0 0%
J. DALE SHERRATT, 56, Trustee; Insight
Resources, Inc. (acquisition planning
specialists), President; Health
Industry Manufacturers Association,
Director. 1993 1996 0 0%
</TABLE>

3
<PAGE>

(2) Numbers are approximate and include, where applicable, shares owned by a
Trustee's or officer's spouse or minor children or shares which were
otherwise reported by the Trustee or officer as "beneficially owned" in
light of pertinent SEC rules.

(3) Percentage of shares outstanding on August 23, 1995. All shares are held
with sole voting and investment power, except to the extent that such
powers may be shared by a family member or a trustee of a family trust.
</TABLE>

All Trustees serve as Trustees of 36 funds within the MFS fund complex advised
by Massachusetts Financial Services Company ("MFS" or the "Adviser"), investment
adviser to the Trust. Mr. Bailey and Mr. Brodkin, who serve as Trustees of 56
funds and 72 funds, respectively, within the MFS fund complex, are also
directors of Sun Life Assurance Company of Canada (U.S.) ("Sun Life of Canada
(U.S.)"), the corporate parent of MFS. Messrs. Brodkin, Scott and Shames are
"interested persons" of MFS because each person is an officer and director of
MFS. Mr. Bailey is considered an "interested person" of MFS because he is a
director of Sun Life of Canada (U.S.).

The Trust pays each Trustee who is not an officer of MFS a fee of $8,000 per
year, plus $500 per meeting and committee meeting attended, together with such
Trustee's actual out-of-pocket expenses relating to attendance at meetings. In
addition, each Trustee, other than Messrs. Brodkin, Scott and Shames, will be
entitled to receive certain benefits pursuant to the Trust's retirement plan.
Under this plan, each such Trustee (or his beneficiaries) will be entitled to
receive an annual retirement or death benefit in an amount of up to 50% of such
Trustee's average annual compensation, depending on the Trustee's length of
service. Set forth in Appendix A hereto is certain information concerning the
cash compensation paid to non-interested Trustees and Mr. Bailey and benefits
accrued, and estimated benefits payable under the retirement plan.

The Board of Trustees of the Trust met 8 times during its last fiscal year. The
Board also has a standing Audit Committee, composed of Messrs. Cohan, Robb,
Sherratt and Smith, to review the internal and external accounting and auditing
procedures of the Trust and, among other things, to consider the selection of
independent public accountants for the Trust, to approve all significant
services proposed to be performed by its independent public accountants and to
consider the possible effect of such services on their independence. The Audit
Committee met 4 times during the Trust's last fiscal year. In addition, the
Board has created a standing Nominating Committee, composed of Ms. O'Neill and
Messrs. Cohan, Cohn, Gibbons, Robb, Sherratt and

4
<PAGE>
Smith, who are not "interested persons" (as that term is defined in the 1940
Act) of the Trust or the Adviser, to meet as necessary and recommend to the
Board nominees for election as Trustees of the Trust. The Nominating Committee
did not meet during the Trust's last fiscal year. The Nominating Committee has
not adopted a policy regarding shareholder recommendations as to nominees.

Section 16(a) of the Securities Exchange Act of 1934 requires Trustees,
directors and certain officers of the Trust and MFS, and persons who own more
than ten percent of the Trust's shares, to file reports of ownership and changes
in ownership with the SEC and the New York Stock Exchange. The Trust believes
that during the fiscal year ended November 30, 1994 all such filing requirements
were complied with, except that one report (involving no securities
transactions) was not filed on a timely basis by Lawrence H. Cohn, M.D. Dr. Cohn
became a Trustee of the Trust on October 13, 1993.

REQUIRED VOTE. Approval of this matter as to any nominee will require the
affirmative vote of a plurality of the Trust's outstanding shares voting at the
Meeting in person or by proxy.

ITEM 2--RATIFICATION OR REJECTION OF SELECTION OF ACCOUNTANTS

It is intended that proxies not limited to the contrary will be voted in favor
of ratifying the selection, by a majority of Trustees who are not "interested
persons" (as that term is defined in the 1940 Act) of the Trust, of Deloitte &
Touche LLP under Section 32(a) of the 1940 Act as independent public accountants
to certify every financial statement of the Trust required by any law or
regulation to be certified by independent public accountants and filed with the
SEC and to provide certain other tax-related services (such as tax return
preparation and assistance and consultation with respect to the preparation of
filings with the SEC) in respect of all or any part of the fiscal year ending
November 30, 1995. Deloitte & Touche LLP has no direct or material indirect
interest in the Trust. A representative of Deloitte & Touche LLP is expected to
be present at the Meeting and will have an opportunity to make a statement if he
desires to do so. Such representative is also expected to be available to
respond to appropriate questions.

REQUIRED VOTE. Ratification of this matter will require the affirmative vote of
a majority of the Trust's outstanding shares voting at the Meeting on this
matter in person or by proxy.

INVESTMENT ADVISER

The Trust engages as its investment adviser MFS, a Delaware corporation, with
offices at 500 Boylston Street, Boston, Massachusetts 02116. MFS is a wholly
owned subsidiary of Sun Life of Canada (U.S.), One Sun Life Executive Park,
Wellesley Hills, Massachusetts 02181, which is in turn a wholly owned subsidiary
of Sun Life Assurance Company of Canada, 150 King Street West, Toronto, Canada
M5H1J9.

MANNER OF VOTING PROXIES

All proxies received by the management will be voted on all matters presented at
the Meeting, and if not limited to the contrary, will be voted for the election
of Messrs. Cohan, Gibbons and Smith and Ms. O'Neill as Trustees of the Trust (if
still available for election) and ratification of the selection of Deloitte &
Touche LLP as independent public accountants.

All proxies voted, including proxies that reflect (i) broker non-votes (if a
broker has voted on any item before the Meeting), (ii) abstentions or (iii) the
withholding of authority to vote for a nominee for election as Trustee, will be
counted toward establishing a quorum. Passage of any proposal being considered
at the Meeting will occur only if a sufficient number of votes are cast FOR the
proposal. With respect to the election of Trustees and the ratification of
public accountants, neither withholding authority to vote nor abstentions nor
broker non-votes have any effect on the outcome of the voting on the matter.

5
<PAGE>

The Trust knows of no other matters to be brought before the Meeting. If,
however, because of any unexpected occurrence, any nominee is not available for
election or if any other matter properly comes before the Meeting, it is the
Trust's intention that proxies not limited to the contrary will be voted in
accordance with the judgment of the persons named in the enclosed form of proxy.

SUBMISSION OF CERTAIN PROPOSALS

Proposals of shareholders which are intended to be presented at the 1996 Annual
Meeting of Shareholders must be received by the Trust on or prior to May 11,
1996.

ADDITIONAL INFORMATION

To obtain the necessary representation at the Meeting, solicitations may be made
by mail, telephone or interview by Corporate Investor Communications, Inc.
("CIC") or its agents as well as by officers of the Trust, employees of the
Adviser and securities dealers by whom shares of the Trust have been sold. It is
anticipated that the total cost of any such solicitations, if made by CIC or its
agents, would be approximately $8,500 plus out-of-pocket expenses, and if made
by any other party, would be nominal.

The expense of solicitations as well as the preparation, printing and mailing of
the enclosed form of proxy, and this Notice and Proxy Statement, will be borne
by the Trust.

IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY

SEPTEMBER 8, 1995 MFS GOVERNMENT MARKETS INCOME TRUST

6
<PAGE>

APPENDIX A

TRUSTEE COMPENSATION TABLE

<TABLE>
<CAPTION>
RETIREMENT
BENEFIT ESTIMATED TOTAL TRUSTEE FEES
TRUSTEE FEES ACCRUED AS PART CREDITED FROM TRUST AND
FROM OF YEARS OF FUND
TRUSTEE TRUST(1) TRUST EXPENSE(1) SERVICE(2) COMPLEX(3)
------------------------------------------------------- ------------ ----------------- --------------- ------------------
<S> <C> <C> <C> <C>
Richard B. Bailey...................................... $ 15,167 $ 2,250 10 $ 226,221
Marshall N. Cohan...................................... 16,667 5,892 14 147,274
Dr. Lawrence Cohn...................................... 15,667 700 18 133,524
Sir J. David Gibbons................................... 15,167 4,550 13 132,024
Abby M. O'Neill........................................ 15,167 1,450 10 125,924
Walter E. Robb, III.................................... 16,667 6,733 15 147,274
J. Dale Sherratt....................................... 16,667 750 20 147,274
Ward Smith............................................. 16,667 1,650 13 147,274
<FN>
--------------------------
(1) For fiscal year ended November 30, 1994.
(2) Based on normal retirement age of 75.
(3) For calendar year 1994. All Trustees served as Trustees of 36 funds within
the MFS fund complex (having aggregate net assets at December 31, 1994 of
approximately $9.7 billion) except Mr. Bailey, who served as Trustee of 56
funds within the MFS fund complex (having aggregate net assets at December
31, 1994 of approximately $24.5 billion.
</TABLE>

ESTIMATED ANNUAL BENEFITS PAYABLE BY THE TRUST UPON RETIREMENT_(4)

<TABLE>
<CAPTION>
AVERAGE YEARS OF SERVICE
TRUSTEE --------------------------------------------
FEES 3 5 7 10 OR MORE
----------- --------- --------- --------- -----------
<S> <C> <C> <C> <C>
$ 14,000 $ 2,100 $ 3,500 $ 4,900 $ 7,000
14,800 2,220 3,700 5,180 7,400
15,600 2,340 3,900 5,460 7,800
16,400 2,460 4,100 5,740 8,200
17,200 2,580 4,300 6,020 8,600
18,000 2,700 4,500 6,300 9,000
<FN>
--------------------------
(4) Other funds in the MFS fund complex provide similar retirement benefits to
the Trustees.
</TABLE>

A-1
<PAGE>
MFS-REGISTERED TRADEMARK- GOVERNMENT
MARKETS
INCOME TRUST
500 BOYLSTON STREET
BOSTON, MASSACHUSETTS 02116

PROXY STATEMENT

FOR THE 1995 ANNUAL MEETING
OF SHAREHOLDERS TO BE HELD ON
OCTOBER 26, 1995

MFS-REGISTERED TRADEMARK- GOVERNMENT MARKETS
INCOME TRUST
500 BOYLSTON STREET, BOSTON, MASSACHUSETTS 02116
<PAGE>
P R O X Y

THIS PROXY IS SOLICITED BY AND ON BEHALF OF THE BOARD OF TRUSTEES OF
MFS-REGISTERED TRADEMARK- GOVERNMENT MARKETS INCOME TRUST

PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS, OCTOBER 26, 1995

The undersigned hereby appoints JAMES R. BORDEWICK, JR., A. KEITH
BRODKIN, STEPHEN E. CAVAN, and W. THOMAS LONDON, and each of them,
proxies with several powers of substitution, to vote for the undersigned
at the 1995 Annual Meeting of Shareholders of MFS GOVERNMENT MARKETS
INCOME TRUST, to be held at 500 Boylston Street, Boston, Massachusetts,
on Thursday, October 26, 1995, notice of which meeting and the Proxy
Statement accompanying the same have been received by the undersigned, or
at any adjournment thereof, upon the following matters as described in
the Notice of Meeting and accompanying Proxy Statement:

1. ELECTION OF TRUSTEES.
Nominees: Marshall N. Cohan, Sir J. David Gibbons, Abby M. O'Neill and
Ward Smith.
/ / VOTE FOR all nominees listed / / VOTE WITHHELD from all nominees.
except as marked to the contrary
above (if any).
(TO WITHHOLD VOTE FOR ANY NOMINEE, STRIKE A LINE THROUGH THE NOMINEE'S NAME
ABOVE)
2. RATIFICATION OR REJECTION OF FOR / / AGAINST / / ABSTAIN / /
SELECTION OF ACCOUNTANTS.
(TO BE DATED AND SIGNED ON REVERSE SIDE)

ACCOUNT NUMBER NUMBER OF SHARES PROXY NUMBER

WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. ALL PROPOSALS (SET FORTH ON THE
REVERSE OF THIS PROXY CARD) HAVE BEEN PROPOSED BY THE BOARD OF TRUSTEES.
IF NO DIRECTION IS GIVEN ON THESE PROPOSALS, THIS PROXY CARD WILL BE
VOTED "FOR" THE NOMINEES AND "FOR" ITEM 2. THE PROXY WILL BE VOTED IN
ACCORDANCE WITH THE HOLDER'S BEST JUDGMENT AS TO ANY OTHER MATTER.

Dated _________________________, 1995
(PLEASE DATE THIS PROXY)
_____________________________________
(SIGNATURE)
_____________________________________
(SIGNATURE)

PLEASE SIGN THIS PROXY EXACTLY AS YOUR
NAME OR NAMES APPEAR AT LEFT. JOINT
OWNERS SHOULD EACH SIGN PERSONALLY.
TRUSTEES AND OTHER FIDUCIARIES SHOULD
INDICATE THE CAPACITY IN WHICH THEY
SIGN, AND WHERE MORE THAN ONE NAME
APPEARS, A MAJORITY MUST SIGN. IF A
CORPORATION, THIS SIGNATURE SHOULD BE
THAT OF AN AUTHORIZED OFFICER WHO
SHOULD STATE HIS OR HER TITLE.

PLEASE VOTE AND SIGN AND RETURN
PROMPTLY
IN ENCLOSED ENVELOPE.

PLEASE DO NOT FOLD, STAPLE OR
MUTILATE