MFS GOVERNMENT MARKETS INCOME TRUST N-CSR

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF

REGISTERED MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-05078

MFS GOVERNMENT MARKETS INCOME TRUST

(Exact name of registrant as specified in charter)

111 Huntington Avenue, Boston, Massachusetts 02199

(Address of principal executive offices) (Zip code)

Christopher R. Bohane

Massachusetts Financial Services Company

111 Huntington Avenue

Boston, Massachusetts 02199

(Name and address of agents for service)

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

Date of fiscal year end: November 30

Date of reporting period: November 30, 2018


ITEM 1.

REPORTS TO STOCKHOLDERS.


Annual Report

November 30, 2018

 

LOGO

 

MFS® Government Markets Income Trust

 

LOGO

 

Beginning on January 1, 2021, as permitted by regulations adopted by the U.S. Securities and Exchange Commission, paper copies of the fund’s annual and semiannual shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports. Instead, the complete reports will be made available on the fund’s Web site, and you will be notified by mail each time a report is posted and provided with a Web site link to access the report.

If you are already signed up to receive shareholder reports by email, you will not be affected by this change and you need not take any action. You may sign up to receive shareholder reports and other communications from the fund by email by contacting your financial intermediary (such as a broker-dealer or bank) or, if you hold your shares directly with the fund, by calling 1-800-637-2304 or by logging into your Investor Center account at www.computershare.com/investor.

Beginning on January 1, 2019, you may elect to receive all future reports in paper free of charge. Contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports. If you invest directly with the fund, you can call 1-800-637-2304 to let the fund know that you wish to continue receiving paper copies of your shareholder reports. Your election to receive reports in paper will apply to all funds held in your account if you invest through your financial intermediary or all funds held with the MFS fund complex if you invest directly.

 

MGF-ANN

 


MANAGED DISTRIBUTION POLICY DISCLOSURE

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

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

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


MFS® Government Markets Income Trust

New York Stock Exchange Symbol: MGF

 

Letter from the Executive Chairman     1  
Portfolio composition     2  
Management review     4  
Performance summary     6  
Portfolio managers’ profile     8  
Dividend reinvestment and cash purchase plan     9  
Portfolio of investments     10  
Statement of assets and liabilities     20  
Statement of operations     21  
Statements of changes in net assets     22  
Financial highlights     23  
Notes to financial statements     24  
Report of independent registered public accounting firm     37  
Results of shareholder meeting     39  
Trustees and officers     40  
Board review of investment advisory agreement     46  
Proxy voting policies and information     50  
Quarterly portfolio disclosure     50  
Further information     50  
Information about fund contracts and legal claims     50  
Federal tax information     50  
MFS® privacy notice     51  
Contact information    back cover

 

 

NOT FDIC INSURED MAY LOSE VALUE NO BANK GUARANTEE



LOGO

 

LETTER FROM THE EXECUTIVE CHAIRMAN

 

Dear Shareholders:

Higher bond yields, international trade friction, and geopolitical uncertainty have contributed to an uptick in market volatility in recent quarters — a departure from the

low-volatility environment that prevailed for much of 2017. Against this more challenging backdrop, equity markets in the United States have outperformed most international markets on a relative basis, though returns have been modest year to date on an absolute basis. Global economic growth has become less synchronized over the past few months, with Europe, China, and some emerging markets having shown signs of slowing growth while U.S. growth has remained above average.

Although the U.S. Federal Reserve continues to gradually raise interest rates and shrink its balance sheet, monetary policy remains fairly accommodative around the world, with many central banks taking only tentative steps toward tighter policies.

U.S. tax reforms adopted in late 2017 have been welcomed by equity markets while emerging market economies have recently had to contend with tighter financial conditions as a result of firmer U.S. Treasury yields and a stronger dollar. With the Republicans losing control of the U.S. House of Representatives, further meaningful U.S. fiscal stimulus appears less likely. A partial U.S. government shutdown, beginning in late 2018, also added to political uncertainty. Globally, inflation remains largely subdued, but tight labor markets and moderate global demand have investors on the lookout for its potential reappearance. Increased U.S. protectionism is also a growing concern, as investors fear trade disputes could dampen business sentiment, leading to even slower global growth. While there has been progress on this front — a NAFTA replacement has been agreed upon between the U.S., Mexico, and Canada; the free trade pact with Korea has been updated; and a negotiating framework with the European Union has been agreed upon — tensions over trade with China remain quite high.

As a global investment manager with nearly a century of expertise, MFS® firmly believes active risk management offers downside mitigation and may help improve investment outcomes. We built our active investment platform with this belief in mind. Our long-term perspective influences nearly every aspect of our business, ensuring our investment decisions align with the investing time horizons of our clients.

Respectfully,

 

LOGO

Robert J. Manning

Executive Chairman

MFS Investment Management

January 15, 2019

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

 

1


PORTFOLIO COMPOSITION

 

Portfolio structure at value

 

LOGO

 

Fixed income sectors (i)  
Mortgage-Backed Securities     49.2%  
U.S. Treasury Securities     34.2%  
Investment Grade Corporates     10.2%  
Emerging Markets Bonds     4.7%  
Non-U.S. Government Bonds     4.4%  
U.S. Government Agencies     2.3%  
Municipal Bonds     1.9%  
Collateralized Debt Obligations     1.9%  
Commercial Mortgage-Backed Securities     0.6%  

Portfolio structure reflecting equivalent exposure of derivative positions (i)

 

LOGO

 

Composition including fixed income credit quality (a)(i)  
AAA     1.9%  
AA     2.4%  
A     4.0%  
BBB     11.0%  
BB     0.1%  
U.S. Government     24.1%  
Federal Agencies     51.5%  
Not Rated     14.4%  
Cash & Cash Equivalents     0.7%  
Other     (10.1)%  
Portfolio facts (i)  
Average Duration (d)     6.1  
Average Effective Maturity (m)     8.7 yrs.  
 

 

2


Portfolio Composition – continued

 

(a)

For all securities other than those specifically described below, ratings are assigned to underlying securities utilizing ratings from Moody’s, Fitch, and Standard & Poor’s rating agencies and applying the following hierarchy: If all three agencies provide a rating, the middle rating (after dropping the highest and lowest ratings) is assigned; if two of the three agencies rate a security, the lower of the two is assigned. Ratings are shown in the S&P and Fitch scale (e.g., AAA). Securities rated BBB or higher are considered investment grade. All ratings are subject to change. U.S. Government includes securities issued by the U.S. Department of the Treasury. Federal Agencies includes rated and unrated U.S. Agency fixed-income securities, U.S. Agency mortgage-backed securities, and collateralized mortgage obligations of U.S. Agency mortgage-backed securities. Not Rated includes fixed income securities and fixed income derivatives, which have not been rated by any rating agency. The fund may or may not have held all of these instruments on this date. The fund is not rated by these agencies.

(d)

Duration is a measure of how much a bond’s price is likely to fluctuate with general changes in interest rates, e.g., if rates rise 1.00%, a bond with a 5-year duration is likely to lose about 5.00% of its value due to the interest rate move.

(i)

For purposes of this presentation, the components include the value of securities, and reflect the impact of the equivalent exposure of derivative positions, if any. These amounts may be negative from time to time. Equivalent exposure is a calculated amount that translates the derivative position into a reasonable approximation of the amount of the underlying asset that the portfolio would have to hold at a given point in time to have the same price sensitivity that results from the portfolio’s ownership of the derivative contract. When dealing with derivatives, equivalent exposure is a more representative measure of the potential impact of a position on portfolio performance than value. The bond component will include any accrued interest amounts.

(m)

In determining each instrument’s effective maturity for purposes of calculating the fund’s dollar-weighted average effective maturity, MFS uses the instrument’s stated maturity or, if applicable, an earlier date on which MFS believes it is probable that a maturity-shortening device (such as a put, pre-refunding or prepayment) will cause the instrument to be repaid. Such an earlier date can be substantially shorter than the instrument’s stated maturity.

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

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

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

Percentages are based on net assets as of November 30, 2018.

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

 

3


MANAGEMENT REVIEW

Summary of results

MFS Government Markets Income Trust (“fund”) is a closed-end fund. The fund’s investment objective is to seek high current income, but may also consider capital appreciation. MFS normally invests at least 80% of the fund’s net assets, including borrowings for investment purposes, in U.S. and foreign government securities. MFS may invest the fund’s assets in other types of debt instruments. MFS generally invests substantially all of the fund’s assets in investment grade debt instruments. MFS may invest the fund’s assets in U.S. and foreign securities, including emerging market securities.

For the twelve months ended November 30, 2018, the fund provided a total return of –1.09%, at net asset value, and a total return of –2.05%, at market value. This compares with a return of –0.74% for the fund’s benchmark, the Bloomberg Barclays U.S. Government/Mortgage Bond Index. Over the same period, the fund’s other benchmark, the MFS Government Markets Income Trust Blended Index (“Blended Index”), generated a return of –1.15%. The Blended Index reflects the blended returns of various fixed income market indices, with percentage allocations to each index designed to resemble the fixed income allocations of the fund. The market indices and related percentage allocations used to compile the Blended Index are set forth in the Performance Summary.

The performance commentary below is based on the net asset value performance of the fund which reflects the performance of the underlying pool of assets held by the fund. The total return at market value represents the return earned by owners of the shares of the fund which are traded publicly on the exchange.

Market Environment

During the reporting period, the US Federal Reserve (“Fed”) raised interest rates by 100 basis points, bringing the total number of rate hikes to eight since the central bank began to normalize monetary policy in late 2015. Economic growth rates in the US, eurozone and Japan remained above trend despite a slowing in global growth, particularly toward the end of the period. Inflation remained contained, particularly outside the US. Late in the period, the European Central Bank announced that it would halt its asset purchase program at the end of 2018, but issued forward guidance that it does not expect to raise interest rates at least until after the summer of 2019. Both the Bank of England and the Bank of Canada raised rates several times during the period. The European political backdrop became a bit more volatile late in the period, spurred by concerns over cohesion in the eurozone after the election of an anti-establishment, Eurosceptic coalition government in Italy.

Bond yields rose in the US during the period but remained low by historical standards, while yields in many developed markets fell. Outside of emerging markets, where spreads and currencies came under pressure, credit spreads remained quite tight until the end of the period when thinner liquidity, lower oil prices and concerns over high degrees of corporate leverage emerged. Growing concern over increasing global trade friction appeared to have weighed on business sentiment during the period’s second half, especially outside the US. Tighter financial conditions from rising US rates and a

 

4


Management Review – continued

 

strong dollar, combined with trade uncertainty, helped expose structural weaknesses in several emerging markets in the second half of the period.

Volatility increased at the end of the period amid signs of slowing global economic growth and increasing trade tensions, which prompted a market setback shortly after US markets set record highs in September. It was the second such equity market decline during the reporting period. The correction came despite a third consecutive quarter of strong growth in US earnings per share. Strong earnings growth, combined with the market decline, brought US equity valuations down from elevated levels, earlier in the period, to multiples more in line with long-term averages. While the US economy maintained its strength, global economic growth became less synchronized during the period, with Europe and China showing signs of a modest slowdown and some emerging markets coming under stress.

Factors Affecting Performance

Relative to the Blended Index, the fund’s security selection within both the MBS agency fixed rate and industrials sectors contributed to performance. A shorter duration (d) stance also benefited relative results as interest rates rose during the reporting period. Additionally, the fund’s greater allocation to the financial institutions sector, and its out-of-benchmark allocation to the industrials sector, strengthened relative returns.

Conversely, the fund’s yield curve (y) positioning detracted from relative performance during the reporting period.

Respectfully,

Portfolio Manager(s)

Geoffrey Schechter, Ward Brown, Robert Persons, and Matt Ryan

 

(d)

Duration is a measure of how much a bond’s price is likely to fluctuate with general changes in interest rates, e.g., if rates rise 1.00%, a bond with a 5-year duration is likely to lose about 5.00% of its value.

(y)

A yield curve graphically depicts the yields of different maturity bonds of the same credit quality and type; a normal yield curve is upward sloping, with short-term rates lower than long-term rates.

The views expressed in this report are those of the portfolio manager(s) only through the end of the period of the report as stated on the cover and do not necessarily reflect the views of MFS or any other person in the MFS organization. These views are subject to change at any time based on market or other conditions, and MFS disclaims any responsibility to update such views. These views may not be relied upon as investment advice or an indication of trading intent on behalf of any MFS portfolio. References to specific securities are not recommendations of such securities, and may not be representative of any MFS portfolio’s current or future investments.

 

5


PERFORMANCE SUMMARY THROUGH 11/30/18

The following chart presents the fund’s historical performance in comparison to its benchmark(s). Investment return and principal value will fluctuate, and shares, when sold, may be worth more or less than their original cost; current performance may be lower or higher than quoted. The performance shown does not reflect the deduction of taxes, if any, that a shareholder would pay on fund distributions or the sale of fund shares. Performance data shown represents past performance and is no guarantee of future results.

Price Summary for MFS Government Markets Income Trust

                   Date        Price       

 

Year Ended 11/30/18

     Net Asset Value        11/30/18          $4.65    
              11/30/17          $5.08    
     New York Stock Exchange Price        11/30/18          $4.36    
              1/02/18  (high) (t)         $4.86    
              11/13/18  (low) (t)         $4.30    
                11/30/17          $4.81      

Total Returns vs Benchmark(s)

 

         

 

Year Ended 11/30/18

     MFS Government Markets Income Trust at       
    

New York Stock Exchange Price (r)

       (2.05)%    
    

Net Asset Value (r)

       (1.09)%    
     Bloomberg Barclays U.S. Government/Mortgage Bond Index (f)        (0.74)%    
     MFS Government Markets Income Trust Blended Index (f)(w)        (1.15)%    
       Bloomberg Barclays U.S. Credit Bond Index (f)        (2.79)%      

 

(f)

Source: FactSet Research Systems Inc.

 

(r)

Includes reinvestment of all distributions.

 

(t)

For the period December 1, 2017 through November 30, 2018.

 

(w)

As of November 30, 2018, the MFS Government Markets Income Trust Blended Index was comprised of 80% Bloomberg Barclays U.S. Government/Mortgage Bond Index and 20% Bloomberg Barclays U.S. Credit Bond Index.

Benchmark Definition(s)

Bloomberg Barclays U.S. Credit Bond Index – a market capitalization-weighted index that measures the performance of publicly issued, SEC-registered, U.S. corporate and specified foreign debentures and secured notes that meet specified maturity, liquidity, and quality requirements.

 

6


Performance Summary – continued

 

Bloomberg Barclays U.S. Government/Mortgage Bond Index – measures debt issued by the U.S. Government, and its agencies, as well as mortgage-backed pass-through securities of Ginnie Mae (GNMA), Fannie Mae (FNMA), and Freddie Mac (FHLMC).

It is not possible to invest directly in an index.

Notes to Performance Summary

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

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

Net asset values and performance results based on net asset value per share do not include adjustments made for financial reporting purposes in accordance with U.S. generally accepted accounting principles and may differ from amounts reported in the Statement of Assets and Liabilities or the Financial Highlights.

From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower.

 

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

 

7


PORTFOLIO MANAGERS’ PROFILE

 

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

 

8


 

DIVIDEND REINVESTMENT AND CASH PURCHASE PLAN

The fund offers a Dividend Reinvestment and Cash Purchase Plan (the “Plan”) that allows common shareholders to reinvest either all of the distributions paid by the fund or only the long-term capital gains. Generally, 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 price of either the net asset value or 95% of the market price, whichever is greater. You can also buy shares on a quarterly basis in any amount $100 and over. The Plan Agent will purchase shares under the Cash Purchase Plan on the 15th of January, April, July, and October or shortly thereafter.

If shares are registered in your own name, new shareholders will automatically participate in the Plan, unless you have indicated that you do not wish to participate. 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 fund. 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 transaction expenses, including commissions. The tax status of dividends and capital gain distributions does not change whether received in cash or reinvested in additional shares – 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.

If your shares are held directly with the Plan Agent, you may withdraw from the Plan at any time by going to the Plan Agent’s website at www.computershare.com/investor, by calling 1-800-637-2304 any business day from 9 a.m. to 5 p.m. Eastern time or by writing to the Plan Agent at P.O. Box 43078, Providence, RI 02940-3078. Please have available the name of the fund and your account number. For certain types of registrations, such as corporate accounts, instructions must be submitted in writing. Please call for additional details. When you withdraw from the Plan, you can receive the value of the reinvested shares in one of three ways: your full shares will be held in your account, the Plan Agent will sell your shares and send the proceeds to you, or you may transfer your full shares to your investment professional who can hold or sell them. Additionally, the Plan Agent will sell your fractional shares and send the proceeds to you.

If you have any questions or for further information or a copy of the Plan, contact the Plan Agent Computershare Trust Company, N.A. (the Transfer Agent for the fund) at 1-800-637-2304, at the Plan Agent’s website at www.computershare.com/investor, or by writing to the Plan Agent at P.O. Box 43078, Providence, RI 02940-3078.

 

9


PORTFOLIO OF INVESTMENTS

11/30/18

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

 

Bonds - 98.8%                
Issuer   Shares/Par     Value ($)  
U.S. Bonds - 87.9%                
Asset-Backed & Securitized - 2.5%                
A Voce CLO Ltd., 2014-1A, “A1R”, FLR, 3.596% (LIBOR - 3mo. + 1.16%), 7/15/2026 (n)   $ 521,618     $ 521,346  
Atrium CDO Corp., 2011-A, “A1R”, FLR, 3.617% (LIBOR - 3mo. + 1.14%), 10/23/2025 (n)     548,000       547,912  
Commercial Mortgage Trust, 2015-DC1, “A5”, 3.35%, 2/10/2048     327,000       318,928  
Commercial Mortgage Trust, 2017-COR2, “A3”, 3.51%, 9/10/2050     292,470       282,200  
Loomis, Sayles & Co., CLO, “A2”, FLR, 3.836% (LIBOR - 3mo. + 1.4%), 4/15/2028 (n)     429,010       423,209  
Madison Park Funding Ltd., 2014-13A, “BR2”, FLR, 3.95% (LIBOR - 3mo. + 1.5%), 4/19/2030 (n)     452,738       448,289  
Morgan Stanley Bank of America Merrill Lynch Trust, 2017-C34, “A4”, 3.536%, 11/15/2052     59,686       57,865  
Symphony CLO Ltd., 2016-17A, “BR”, FLR, 3.636% (LIBOR - 3mo. + 1.2%), 4/15/2028 (n)     383,677       379,136  
TICP CLO Ltd., FLR, 3.309% (LIBOR - 3mo. + 0.8%), 4/20/2028 (n)     538,454       533,413  
UBS Commercial Mortgage Trust, 2017-C1, “A4”, 3.544%, 11/15/2050     279,000       269,245  
   

 

 

 
            $ 3,781,543  
Building - 0.0%                
Martin Marietta Materials, Inc., 4.25%, 7/02/2024   $ 82,000     $ 81,820  
Business Services - 0.4%                
Cisco Systems, Inc., 2.6%, 2/28/2023   $ 299,000     $ 289,100  
Fidelity National Information Services, Inc., 3.875%, 6/05/2024     271,000       267,707  
   

 

 

 
            $ 556,807  
Cable TV - 0.9%                
Charter Communications Operating LLC/Charter Communications Operating Capital Corp., 4.908%, 7/23/2025   $ 242,000     $ 240,333  
Time Warner Cable, Inc., 8.25%, 4/01/2019     1,000,000       1,015,494  
Time Warner Cable, Inc., 4.5%, 9/15/2042     100,000       78,839  
   

 

 

 
            $ 1,334,666  
Chemicals - 0.2%                
Sherwin Williams Co., 2.75%, 6/01/2022   $ 345,000     $ 330,773  
Computer Software - 0.1%                
Microsoft Corp., 3.125%, 11/03/2025   $ 124,000     $ 120,340  

 

10


Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued                 
U.S. Bonds - continued                 
Computer Software - Systems - 0.3%                 
Apple, Inc., 3.25%, 2/23/2026    $ 400,000     $ 384,279  
Apple, Inc., 4.375%, 5/13/2045      121,000       119,488  
    

 

 

 
             $ 503,767  
Conglomerates - 0.4%                 
United Technologies Corp., 3.95%, 8/16/2025    $ 625,000     $ 617,368  
Food & Beverages - 1.5%                 
Anheuser-Busch InBev Finance, Inc., 2.65%, 2/01/2021    $ 573,000     $ 561,396  
Anheuser-Busch InBev Worldwide, Inc., 3.3%, 2/01/2023      167,000       161,637  
Constellation Brands, Inc., 4.65%, 11/15/2028      1,500,000       1,496,861  
Tyson Foods, Inc., 5.15%, 8/15/2044      38,000       36,596  
    

 

 

 
             $ 2,256,490  
Insurance - 0.1%                 
American International Group, Inc., 4.7%, 7/10/2035    $ 108,000     $ 100,072  
Insurance - Health - 0.4%                 
UnitedHealth Group, Inc., 4.625%, 7/15/2035    $ 672,000     $ 695,461  
Insurance - Property & Casualty - 0.1%                 
Liberty Mutual Group, Inc., 4.85%, 8/01/2044 (n)    $ 99,000     $ 94,387  
Machinery & Tools - 0.4%                 
CNH Industrial Capital LLC, 4.2%, 1/15/2024    $ 625,000     $ 618,075  
Major Banks - 0.4%                 
Bank of America Corp., 3.004%, 12/20/2023    $ 183,000     $ 175,604  
Goldman Sachs Group, Inc., 3.625%, 1/22/2023      446,000       439,594  
    

 

 

 
             $ 615,198  
Medical & Health Technology & Services - 0.6%                 
Becton, Dickinson and Co., 4.685%, 12/15/2044    $ 179,000     $ 164,178  
Laboratory Corp. of America Holdings, 4.7%, 2/01/2045      106,000       97,165  
Montefiore Obligated Group, 5.246%, 11/01/2048      614,000       624,984  
    

 

 

 
             $ 886,327  
Midstream - 0.7%                 
Kinder Morgan Energy Partners LP, 6.85%, 2/15/2020    $ 1,000,000     $ 1,036,207  
Mortgage-Backed - 49.1%                 
Fannie Mae, 5.5%, 5/01/2019 - 3/01/2038    $ 2,504,229     $ 2,694,164  
Fannie Mae, 6%, 7/01/2021 - 7/01/2037      779,949       851,950  

 

11


Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued                 
U.S. Bonds - continued                 
Mortgage-Backed - continued                 
Fannie Mae, 2.152%, 1/25/2023    $ 401,000     $ 385,488  
Fannie Mae, 2.41%, 5/01/2023      124,072       120,497  
Fannie Mae, 2.55%, 5/01/2023      106,687       104,204  
Fannie Mae, 2.59%, 5/01/2023      67,655       66,184  
Fannie Mae, 3.78%, 10/01/2023      62,221       63,201  
Fannie Mae, 3.5%, 5/25/2025 - 1/01/2047      6,908,874       6,808,150  
Fannie Mae, 2.7%, 7/01/2025      200,000       192,329  
Fannie Mae, 3.43%, 6/01/2026      192,737       191,878  
Fannie Mae, 3.59%, 9/01/2026      71,299       71,693  
Fannie Mae, 2.28%, 11/01/2026      74,295       68,871  
Fannie Mae, 2.597%, 12/25/2026      729,000       677,398  
Fannie Mae, 3.043%, 3/25/2028      363,000       344,942  
Fannie Mae, 3.23%, 1/01/2029      194,363       189,249  
Fannie Mae, 4.96%, 6/01/2030      118,606       127,997  
Fannie Mae, 6.5%, 5/01/2031 - 2/01/2037      479,715       532,607  
Fannie Mae, 3%, 12/01/2031 - 11/01/2046      3,810,899       3,691,164  
Fannie Mae, 5%, 6/01/2035 - 3/01/2042      493,320       522,874  
Fannie Mae, 4.5%, 1/01/2040 - 4/01/2044      4,630,936       4,814,772  
Fannie Mae, 4%, 9/01/2040 - 7/01/2047      10,051,320       10,173,920  
Fannie Mae, 2%, 5/25/2044      221,521       210,747  
Fannie Mae, TBA, 2.5%, 12/01/2033      225,000       216,976  
Fannie Mae, TBA, 3%, 12/01/2033      600,000       591,962  
Fannie Mae, TBA, 3.5%, 12/01/2033      800,000       802,219  
Freddie Mac, 2.13%, 1/25/2019      936,282       934,116  
Freddie Mac, 5.085%, 3/25/2019      740,861       741,587  
Freddie Mac, 2.456%, 8/25/2019      261,922       260,948  
Freddie Mac, 4.186%, 8/25/2019      600,000       603,166  
Freddie Mac, 3.808%, 8/25/2020      219,000       220,492  
Freddie Mac, 3.034%, 10/25/2020      289,635       288,573  
Freddie Mac, 2.856%, 1/25/2021      400,000       396,979  
Freddie Mac, 6%, 5/01/2021 - 10/01/2038      373,167       408,782  
Freddie Mac, 2.791%, 1/25/2022      517,000       510,109  
Freddie Mac, 2.455%, 3/25/2022      300,559       295,329  
Freddie Mac, 2.716%, 6/25/2022      399,000       392,242  
Freddie Mac, 2.355%, 7/25/2022      500,000       485,278  
Freddie Mac, 2.51%, 11/25/2022      496,000       482,872  
Freddie Mac, 3.32%, 2/25/2023      433,000       434,049  
Freddie Mac, 3.3%, 4/25/2023 - 10/25/2026      1,034,471       1,024,752  
Freddie Mac, 3.06%, 7/25/2023      294,000       291,172  
Freddie Mac, 3.458%, 8/25/2023      367,000       369,248  
Freddie Mac, 1.018%, 4/25/2024 (i)      4,356,425       167,508  
Freddie Mac, 0.747%, 7/25/2024 (i)      4,837,324       139,049  

 

12


Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued                 
U.S. Bonds - continued                 
Mortgage-Backed - continued                 
Freddie Mac, 3.064%, 8/25/2024    $ 489,568     $ 482,594  
Freddie Mac, 4.5%, 9/01/2024 - 5/01/2042      873,511       907,185  
Freddie Mac, 2.67%, 12/25/2024      827,000       797,191  
Freddie Mac, 2.811%, 1/25/2025      642,000       621,913  
Freddie Mac, 3.329%, 5/25/2025      928,000       923,806  
Freddie Mac, 3.01%, 7/25/2025      225,000       220,041  
Freddie Mac, 2.745%, 1/25/2026      629,000       602,683  
Freddie Mac, 2.673%, 3/25/2026      900,000       857,187  
Freddie Mac, 3.224%, 3/25/2027      575,000       561,606  
Freddie Mac, 3.243%, 4/25/2027      583,000       568,637  
Freddie Mac, 3.117%, 6/25/2027      420,000       405,658  
Freddie Mac, 0.713%, 7/25/2027 (i)      8,595,738       365,835  
Freddie Mac, 3.194%, 7/25/2027      616,000       597,505  
Freddie Mac, 0.568%, 8/25/2027 (i)      6,789,963       219,609  
Freddie Mac, 3.187%, 9/25/2027      449,000       434,896  
Freddie Mac, 3.286%, 11/25/2027      613,000       597,053  
Freddie Mac, 3.444%, 12/25/2027      203,000       200,118  
Freddie Mac, 0.427%, 1/25/2028 (i)      12,248,914       306,380  
Freddie Mac, 0.434%, 1/25/2028 (i)      5,043,186       130,009  
Freddie Mac, 0.27%, 2/25/2028 (i)      14,217,936       191,075  
Freddie Mac, 0.263%, 4/25/2028 (i)      9,097,257       114,643  
Freddie Mac, 3.85%, 5/25/2028      403,000       409,112  
Freddie Mac, 5.5%, 8/01/2035 - 6/01/2036      426,284       460,532  
Freddie Mac, 6.5%, 5/01/2037      82,562       90,507  
Freddie Mac, 4%, 8/01/2037 - 4/01/2044      540,444       546,951  
Freddie Mac, 3.5%, 11/01/2037 - 1/01/2047      7,607,608       7,509,571  
Freddie Mac, 3%, 1/01/2038 - 11/01/2046      4,584,341       4,395,169  
Freddie Mac, 5%, 4/01/2040 - 7/01/2041      1,634,719       1,730,354  
Ginnie Mae, 5.5%, 7/15/2033 - 1/20/2042      869,842       940,722  
Ginnie Mae, 4%, 8/15/2040 - 4/20/2041      141,800       144,708  
Ginnie Mae, 4.5%, 9/20/2041      153,813       160,884  
Ginnie Mae, 3.5%, 4/15/2042 - 7/20/2043      1,891,447       1,880,288  
Ginnie Mae, 3%, 9/20/2047 - 10/20/2048      1,934,447       1,863,287  
Ginnie Mae, 6.158%, 4/20/2058      12,041       12,578  
Ginnie Mae, 0.659%, 2/16/2059 (i)      558,553       33,309  
Ginnie Mae, TBA, 3%, 12/01/2048      750,000       721,890  
Ginnie Mae, TBA, 3.5%, 12/01/2048      400,000       395,383  
    

 

 

 
             $ 74,362,556  
Municipals - 1.9%                 
New Jersey Economic Development Authority State Pension Funding Rev., Capital Appreciation, “B”, AGM, 0%, 2/15/2023    $ 1,182,000     $ 1,000,185  

 

13


Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued                 
U.S. Bonds - continued                 
Municipals - continued                 
New Jersey Turnpike Authority Rev. (Build America Bonds), “F”, 7.414%, 1/01/2040    $ 32,000     $ 44,518  
State of California (Build America Bonds), 7.6%, 11/01/2040      925,000       1,327,282  
University of California Rev. (Build America Bonds), 5.77%, 5/15/2043      450,000       530,676  
    

 

 

 
             $ 2,902,661  
Oils - 0.1%                 
Valero Energy Corp., 4.9%, 3/15/2045    $ 130,000     $ 119,793  
Pharmaceuticals - 0.0%                 
Gilead Sciences, Inc., 4.5%, 2/01/2045    $ 82,000     $ 76,923  
Restaurants - 0.5%                 
Starbucks Corp., 3.8%, 8/15/2025    $ 800,000     $ 786,682  
Supranational - 0.1%                 
Inter-American Development Bank, 4.375%, 1/24/2044    $ 158,000     $ 180,068  
Tobacco - 0.5%                 
Altria Group, Inc., 9.25%, 8/06/2019    $ 55,000     $ 57,294  
Reynolds American, Inc., 8.125%, 6/23/2019      583,000       596,901  
Reynolds American, Inc., 4%, 6/12/2022      79,000       78,203  
    

 

 

 
             $ 732,398  
Transportation - Services - 0.0%                 
ERAC USA Finance LLC, 3.85%, 11/15/2024 (n)    $ 34,000     $ 33,604  
U.S. Government Agencies and Equivalents - 2.3%                 
AID-Tunisia, 2.452%, 7/24/2021    $ 235,000     $ 231,722  
AID-Ukraine, 1.844%, 5/16/2019      444,000       442,179  
AID-Ukraine, 1.847%, 5/29/2020      330,000       325,291  
Hashemite Kingdom of Jordan, 1.945%, 6/23/2019      443,000       440,938  
Hashemite Kingdom of Jordan, 2.503%, 10/30/2020      418,000       414,463  
Private Export Funding Corp., 2.25%, 3/15/2020      86,000       85,227  
Private Export Funding Corp., 2.3%, 9/15/2020      360,000       355,681  
Small Business Administration, 6.35%, 4/01/2021      18,284       18,669  
Small Business Administration, 6.34%, 5/01/2021      22,885       23,308  
Small Business Administration, 6.44%, 6/01/2021      32,736       33,426  
Small Business Administration, 6.625%, 7/01/2021      31,756       32,419  
Small Business Administration, 5.52%, 6/01/2024      73,459       75,573  

 

14


Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued                 
U.S. Bonds - continued                 
U.S. Government Agencies and Equivalents - continued

 

       
Small Business Administration, 2.21%, 2/01/2033    $ 187,057     $ 178,292  
Small Business Administration, 2.22%, 3/01/2033      304,830       290,498  
Small Business Administration, 3.15%, 7/01/2033      267,677       267,933  
Small Business Administration, 3.62%, 9/01/2033      242,248       245,595  
    

 

 

 
             $ 3,461,214  
U.S. Treasury Obligations - 24.0%                 
U.S. Treasury Bonds, 5.25%, 2/15/2029    $ 48,000     $ 57,272  
U.S. Treasury Bonds, 4.75%, 2/15/2037      336,000       410,839  
U.S. Treasury Bonds, 4.375%, 2/15/2038      2,338,000       2,743,588  
U.S. Treasury Bonds, 4.5%, 8/15/2039 (f)      5,097,100       6,079,686  
U.S. Treasury Bonds, 3.125%, 2/15/2043      453,700       439,894  
U.S. Treasury Bonds, 2.875%, 5/15/2043      1,697,100       1,573,397  
U.S. Treasury Bonds, 2.5%, 2/15/2045      4,017,000       3,442,538  
U.S. Treasury Bonds, 2.875%, 11/15/2046      4,322,000       3,975,734  
U.S. Treasury Notes, 1.75%, 5/15/2022      2,208,000       2,128,822  
U.S. Treasury Notes, 1.75%, 9/30/2022      6,200,000       5,952,242  
U.S. Treasury Notes, 2.75%, 2/15/2024      577,000       573,326  
U.S. Treasury Notes, 2.5%, 5/15/2024      2,752,000       2,698,250  
U.S. Treasury Notes, 2.875%, 7/31/2025      3,100,000       3,091,039  
U.S. Treasury Notes, 2%, 8/15/2025      98,000       92,472  
U.S. Treasury Notes, 2%, 11/15/2026      3,271,000       3,047,141  
    

 

 

 
             $ 36,306,240  
Utilities - Electric Power - 0.4%                 
FirstEnergy Corp., 3.9%, 7/15/2027    $ 694,000     $ 664,141  
Total U.S. Bonds            $ 133,255,581  
Foreign Bonds - 10.9%                 
Australia - 0.0%                 
APT Pipelines Ltd., 4.25%, 7/15/2027 (n)    $ 16,000     $ 15,348  
Brazil - 0.2%                 
Federative Republic of Brazil, 5.625%, 1/07/2041    $ 162,000     $ 149,123  
Vale Overseas Ltd., 6.875%, 11/10/2039      165,000       186,168  
    

 

 

 
             $ 335,291  
Chile - 0.6%                 
Engie Energia Chile S.A., 5.625%, 1/15/2021    $ 566,000     $ 578,831  
GNL Quintero S.A., 4.634%, 7/31/2029 (n)      200,000       191,500  
Transelec S.A., 4.25%, 1/14/2025      200,000       192,502  
    

 

 

 
             $ 962,833  

 

15


Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued                 
Foreign Bonds - continued                 
China - 0.6%

 

       
CNPC (HK) Overseas Capital Ltd., 4.5%, 4/28/2021 (n)    $ 226,000     $ 230,052  
State Grid Overseas Investment (2014) Ltd., 4.125%, 5/07/2024 (n)      690,000       694,361  
    

 

 

 
             $ 924,413  
France - 0.3%                 
Banque Federative du Credit Mutuel S.A., 2.5%, 4/13/2021 (n)    $ 395,000     $ 385,028  
India - 0.5%                 
Export-Import Bank of India, 3.375%, 8/05/2026    $ 416,000     $ 378,887  
NTPC Ltd., 4.25%, 2/26/2026      398,000       376,966  
    

 

 

 
             $ 755,853  
Indonesia - 0.3%                 
PT Perusahaan Listrik Negara, 5.375%, 1/25/2029 (n)    $ 450,000     $ 442,234  
Italy - 0.2%                 
Enel Finance International N.V., 2.875%, 5/25/2022 (n)    $ 366,000     $ 341,804  
Japan - 4.6%                 
B.A.T Capital Corp., 2.764%, 8/15/2022    $ 438,000     $ 414,720  
Government of Japan, 0%, 12/20/2018    JPY   742,000,000       6,537,039  
    

 

 

 
             $ 6,951,759  
Kazakhstan - 0.1%                 
Republic of Kazakhstan, 5.125%, 7/21/2025 (n)    $ 201,000     $ 209,664  
Mexico - 1.5%                 
Comision Federal de Electricidad, 4.875%, 5/26/2021    $ 277,000     $ 274,233  
Petroleos Mexicanos, 6%, 3/05/2020      129,000       130,748  
Petroleos Mexicanos, 5.5%, 1/21/2021      130,000       129,480  
Petroleos Mexicanos, 4.625%, 9/21/2023      53,000       49,211  
Petroleos Mexicanos, 4.875%, 1/18/2024      95,000       87,875  
Petroleos Mexicanos, 4.25%, 1/15/2025      15,000       13,087  
Petroleos Mexicanos, 6.5%, 1/23/2029 (n)      392,000       360,170  
Petroleos Mexicanos, 5.5%, 6/27/2044      12,000       8,998  
Petroleos Mexicanos, 5.625%, 1/23/2046      23,000       17,192  
Petroleos Mexicanos, 6.75%, 9/21/2047      21,000       17,377  
Southern Copper Corp., 5.875%, 4/23/2045      80,000       78,930  
United Mexican States, 3.625%, 3/15/2022      1,164,000       1,144,049  
    

 

 

 
             $ 2,311,350  

 

16


Portfolio of Investments – continued

 

Issuer    Shares/Par     Value ($)  
Bonds - continued                 
Foreign Bonds - continued                 
Netherlands - 0.8%

 

       
ING Bank N.V., 5.8%, 9/25/2023 (n)    $ 769,000     $ 799,909  
ING Groep N.V., 3.15%, 3/29/2022      350,000       340,355  
    

 

 

 
             $ 1,140,264  
Panama - 0.1%                 
Republic of Panama, 3.875%, 3/17/2028    $ 213,000     $ 207,251  
Peru - 0.5%                 
El Fondo Mivivienda S.A., 3.5%, 1/31/2023    $ 226,000     $ 215,265  
Peru LNG, 5.375%, 3/22/2030 (n)      200,000       193,500  
Republic of Peru, 8.75%, 11/21/2033      180,000       258,750  
    

 

 

 
             $ 667,515  
Romania - 0.1%                 
Republic of Romania, 4.375%, 8/22/2023 (n)    $ 36,000     $ 35,718  
Republic of Romania, 4.875%, 1/22/2024 (n)      58,000       58,849  
    

 

 

 
             $ 94,567  
United Kingdom - 0.4%                 
Imperial Tobacco Finance PLC, 3.75%, 7/21/2022 (n)    $ 266,000     $ 260,851  
Reckitt Benckiser Treasury Services PLC, 2.75%, 6/26/2024 (n)      267,000       251,119  
Royal Bank of Scotland Group PLC, 6%, 12/19/2023      124,000       124,663  
    

 

 

 
             $ 636,633  
Uruguay - 0.1%                 
Oriental Republic of Uruguay, 4.5%, 8/14/2024    $ 26,762     $ 26,990  
Oriental Republic of Uruguay, 4.375%, 10/27/2027      47,300       46,685  
    

 

 

 
             $ 73,675  
Total Foreign Bonds            $ 16,455,482  
Total Bonds (Identified Cost, $151,900,436)            $ 149,711,063  
Investment Companies (h) - 0.0%                 
Money Market Funds - 0.0%                 
MFS Institutional Money Market Portfolio, 2.31% (v)
(Identified Cost, $1,662)
     1,662     $ 1,662  
Other Assets, Less Liabilities - 1.2%              1,820,362  
Net Assets - 100.0%            $ 151,533,087  

 

17


Portfolio of Investments – continued

 

 

(f)

All or a portion of the security has been segregated as collateral for open futures contracts.

(h)

An affiliated issuer, which may be considered one in which the fund owns 5% or more of the outstanding voting securities, or a company which is under common control. At period end, the aggregate values of the fund’s investments in affiliated issuers and in unaffiliated issuers were $1,662 and $149,711,063, respectively.

(i)

Interest only security for which the fund receives interest on notional principal (Par amount). Par amount shown is the notional principal and does not reflect the cost of the security.

(n)

Securities exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be sold in the ordinary course of business in transactions exempt from registration, normally to qualified institutional buyers. At period end, the aggregate value of these securities was $7,451,403, representing 4.9% of net assets.

(v)

Affiliated issuer that is available only to investment companies managed by MFS. The rate quoted for the MFS Institutional Money Market Portfolio is the annualized seven-day yield of the fund at period end.

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

 

AGM   Assured Guaranty Municipal
CDO   Collateralized Debt Obligation
CLO   Collateralized Loan Obligation
FLR   Floating Rate. Interest rate resets periodically based on the parenthetically disclosed reference rate plus a spread (if any). The period-end rate reported may not be the current rate. All reference rates are USD unless otherwise noted.
LIBOR   London Interbank Offered Rate
PLC   Public Limited Company
TBA   To Be Announced

Abbreviations indicate amounts shown in currencies other than the U.S. dollar. All amounts are stated in U.S. dollars unless otherwise indicated. A list of abbreviations is shown below:

 

JPY   Japanese Yen

Derivative Contracts at 11/30/18

Forward Foreign Currency Exchange Contracts

 

Currency
Purchased
   

Currency
Sold

  Counterparty   Settlement
Date
    Unrealized
Appreciation
(Depreciation)
 
Asset Derivatives        
USD     2,623,293     JPY   293,900,000   Goldman Sachs International     1/22/2019       $21,898  
USD     1,351,415     JPY   151,037,146   State Street Bank Corp.     1/15/2019       15,281  
           

 

 

 
              $37,179  
           

 

 

 
Liability Derivatives      
USD     2,613,859     JPY   296,000,000   Goldman Sachs International     1/07/2019       $(3,018
USD     3,942,738     JPY   446,048,614   Goldman Sachs International     1/11/2019       (1,937
           

 

 

 
              $(4,955
           

 

 

 

 

18


Portfolio of Investments – continued

 

Futures Contracts

 

Description   Long/
Short
    Currency     Contracts   Notional
Amount
    Expiration
Date
    Value/
Unrealized
Appreciation
(Depreciation)
 
Asset Derivatives            
Interest Rate Futures

 

         
U.S. Treasury Note 10 yr     Long       USD     27     $3,225,234       March - 2019       $3,910  
U.S. Treasury Note 2 yr     Long       USD     81     17,089,735       March - 2019       4,729  
U.S. Treasury Note 5 yr     Long       USD     12     1,355,531       March - 2019       2,489  
           

 

 

 
              $11,128  
           

 

 

 
Liability Derivatives            
Interest Rate Futures

 

         
U.S. Treasury Ultra Bond 30 yr     Short       USD     45     $6,295,781       March - 2019       $(31,103
           

 

 

 

At November 30, 2018, the fund had liquid securities with an aggregate value of $99,000 to cover any collateral or margin obligations for certain derivative contracts.

See Notes to Financial Statements

 

19


Financial Statements

 

STATEMENT OF ASSETS AND LIABILITIES

At 11/30/18

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

 

Assets         
Investments in unaffiliated issuers, at value (identified cost, $151,900,436)      $149,711,063  
Investments in affiliated issuers, at value (identified cost, $1,662)      1,662  
Cash      23,335  
Foreign currency, at value (identified cost, $7,848,690)      7,848,294  
Receivables for   

Forward foreign currency exchange contracts

     37,179  

Interest

     755,064  

Other assets

     2,587  

Total assets

     $158,379,184  
Liabilities         

Payables for

  

Distributions

     $48,547  

Forward foreign currency exchange contracts

     4,955  

Daily variation margin on open futures contracts

     13,550  

Investments purchased

     3,929,425  

TBA purchase commitments

     2,714,071  

Payable to affiliates

  

Investment adviser

     4,433  

Transfer agent and dividend disbursing costs

     1,716  

Payable for independent Trustees’ compensation

     18,947  

Accrued expenses and other liabilities

     110,453  

Total liabilities

     $6,846,097  

Net assets

     $151,533,087  
Net assets consist of         

Paid-in capital

     $163,902,617  

Total distributable earnings (loss)

     (12,369,530

Net assets

     $151,533,087  

Shares of beneficial interest outstanding

     32,601,117  

Net asset value per share (net assets of $151,533,087 / 32,601,117 shares of beneficial interest outstanding)

     $4.65  

See Notes to Financial Statements

 

20


Financial Statements

 

STATEMENT OF OPERATIONS

Year ended 11/30/18

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

 

Net investment income (loss)         

Income

  

Interest

     $5,178,562  

Dividends from affiliated issuers

     44,996  

Other

     3,790  

Total investment income

     $5,227,348  

Expenses

  

Management fee

     $805,543  

Transfer agent and dividend disbursing costs

     71,385  

Administrative services fee

     32,979  

Independent Trustees’ compensation

     37,362  

Stock exchange fee

     31,749  

Custodian fee

     13,208  

Shareholder communications

     71,399  

Audit and tax fees

     80,637  

Legal fees

     3,847  

Miscellaneous

     35,390  

Total expenses

     $1,183,499  

Net investment income (loss)

     $4,043,849  
Realized and unrealized gain (loss)         

Realized gain (loss) (identified cost basis)

  

Unaffiliated issuers

     $(425,128

Affiliated issuers

     171  

Futures contracts

     382,680  

Foreign currency

     (4,348

Net realized gain (loss)

     $(46,625

Change in unrealized appreciation or depreciation

  

Unaffiliated issuers

     $(6,499,108

Futures contracts

     (70,658

Forward foreign currency exchange contracts

     32,224  

Translation of assets and liabilities in foreign currencies

     (4,200

Net unrealized gain (loss)

     $(6,541,742

Net realized and unrealized gain (loss)

     $(6,588,367

Change in net assets from operations

     $(2,544,518

See Notes to Financial Statements

 

21


Financial Statements

 

STATEMENTS OF CHANGES IN NET ASSETS

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

 

     Year ended  
     11/30/18      11/30/17  
Change in net assets              
From operations                  

Net investment income (loss)

     $4,043,849        $4,499,152  

Net realized gain (loss)

     (46,625      (266,738

Net unrealized gain (loss)

     (6,541,742      (602,890

Change in net assets from operations

     $(2,544,518      $3,629,524  

Distributions to shareholders (a)

     $(4,467,677      $(5,754,606

Tax return of capital distributions to shareholders

     $(7,053,890      $(6,671,320

Total change in net assets

     $(14,066,085      $(8,796,402
Net assets                  

At beginning of period

     165,599,172        174,395,574  

At end of period (b)

     $151,533,087        $165,599,172  

 

(a)

Distributions from net investment income and from net realized gain are no longer required to be separately disclosed. See Note 2. For the year ended November 30, 2017, distributions from net investment income were $5,754,606.

(b)

Parenthetical disclosure of accumulated distributions in excess of net investment income is no longer required. See Note 2. For the year ended November 30, 2017, end of period net assets included accumulated distributions in excess of net investment income of $78,822.

See Notes to Financial Statements

 

22


Financial Statements

 

FINANCIAL HIGHLIGHTS

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

 

    Year ended  
    11/30/18     11/30/17     11/30/16     11/30/15     11/30/14  

Net asset value, beginning of period

    $5.08       $5.35       $5.67       $6.07       $6.24  
Income (loss) from investment operations

 

                       

Net investment income (loss) (d)

    $0.12       $0.14       $0.16 (c)      $0.17       $0.18  

Net realized and unrealized gain (loss)

    (0.20     (0.03     (0.07     (0.14     0.10  

Total from investment operations

    $(0.08     $0.11       $0.09       $0.03       $0.28  
Less distributions declared to shareholders

 

                       

From net investment income

    $(0.14     $(0.18     $(0.20     $(0.20     $(0.22

From tax return of capital

    (0.21     (0.20     (0.21     (0.23     (0.23

Total distributions declared to shareholders

    $(0.35     $(0.38     $(0.41     $(0.43     $(0.45

Net asset value, end of period (x)

    $4.65       $5.08       $5.35       $5.67       $6.07  

Market value, end of period

    $4.36       $4.81       $5.06       $5.26       $5.80  

Total return at market value (%)

    (2.05     2.62       3.82       (2.02     11.46  

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

    (1.09     2.50       1.84 (c)      0.92       5.06  
Ratios (%) (to average net assets)
and Supplemental data:

 

                               

Expenses before expense reductions (f)

    0.75       0.75       0.72 (c)      0.76       0.75  

Expenses after expense reductions (f)

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

Net investment income (loss)

    2.57       2.64       2.78 (c)      2.84       2.93  

Portfolio turnover

    21       32       41       74       62  

Net assets at end of period (000 omitted)

    $151,533       $165,599       $174,396       $184,824       $197,831  

 

(c)

Amount reflects a one-time reimbursement of expenses by the custodian (or former custodian) without which net investment income and performance would be lower and expenses would be higher.

(d)

Per share data is based on average shares outstanding.

(f)

Ratios do not reflect reductions from fees paid indirectly, if applicable.

(j)

Total return at net asset value is calculated using the net asset value of the fund, not the publicly traded price and therefore may be different than the total return at market value.

(r)

Certain expenses have been reduced without which performance would have been lower.

(s)

From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower.

(x)

The net asset values and total returns at net asset value have been calculated on net assets which include adjustments made in accordance with U.S. generally accepted accounting principles required at period end for financial reporting purposes.

See Notes to Financial Statements

 

23


NOTES TO FINANCIAL STATEMENTS

(1) Business and Organization

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

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

(2) Significant Accounting Policies

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

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

In August 2018, the FASB issued Accounting Standards Update 2018-13, Fair Value Measurement (Topic 820) – Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”) which introduces new fair value disclosure requirements as well as eliminates and modifies certain existing fair value disclosure requirements. ASU 2018-13 would be effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years; however, management has elected to early adopt ASU 2018-13 effective with the current reporting period. The impact of the fund’s adoption was limited to changes in the fund’s financial statement disclosures regarding fair value, primarily those disclosures related to transfers between levels of the fair value hierarchy.

In August 2018, the Securities and Exchange Commission (SEC) released its Final Rule on Disclosure Update and Simplification (the “Final Rule”) which is intended to simplify an issuer’s disclosure compliance efforts by removing redundant or outdated disclosure

 

24


Notes to Financial Statements – continued

 

requirements without significantly altering the mix of information provided to investors. Effective with the current reporting period, the fund adopted the Final Rule with the impacts being that the fund is no longer required to present the components of distributable earnings on the Statement of Assets and Liabilities or the sources of distributions to shareholders and the amount of undistributed net investment income on the Statements of Changes in Net Assets.

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

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

The Board of Trustees has delegated primary responsibility for determining or causing to be determined the value of the fund’s investments (including any fair valuation) to the adviser pursuant to valuation policies and procedures approved by the Board. If the adviser determines that reliable market quotations are not readily available, investments are valued at fair value as determined in good faith by the adviser in accordance with such procedures under the oversight of the Board of Trustees. Under the fund’s valuation policies and procedures, market quotations are not considered to be readily available for most types of debt instruments and floating rate loans and many types of derivatives. These investments are generally valued at fair value based on information from third-party pricing services. In addition, investments may be valued at fair value if

 

25


Notes to Financial Statements – continued

 

the adviser determines that an investment’s value has been materially affected by events occurring after the close of the exchange or market on which the investment is principally traded (such as foreign exchange or market) and prior to the determination of the fund’s net asset value, or after the halting of trading of a specific security where trading does not resume prior to the close of the exchange or market on which the security is principally traded. The adviser generally relies on third-party pricing services or other information (such as the correlation with price movements of similar securities in the same or other markets; the type, cost and investment characteristics of the security; the business and financial condition of the issuer; and trading and other market data) to assist in determining whether to fair value and at what value to fair value an investment. The value of an investment for purposes of calculating the fund’s net asset value can differ depending on the source and method used to determine value. When fair valuation is used, the value of an investment used to determine the fund’s net asset value may differ from quoted or published prices for the same investment. There can be no assurance that the fund could obtain the fair value assigned to an investment if it were to sell the investment at the same time at which the fund determines its net asset value per share.

Various inputs are used in determining the value of the fund’s assets or liabilities. These inputs are categorized into three broad levels. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fund’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment. Level 1 includes unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 includes other significant observable market-based inputs (including quoted prices for similar securities, interest rates, prepayment speed, and credit risk). Level 3 includes unobservable inputs, which may include the adviser’s own assumptions in determining the fair value of investments. Other financial instruments are derivative instruments,

 

26


Notes to Financial Statements – continued

 

such as futures contracts and forward foreign currency exchange contracts. The following is a summary of the levels used as of November 30, 2018 in valuing the fund’s assets or liabilities:

 

Financial Instruments    Level 1     Level 2     Level 3      Total  
U.S. Treasury Bonds & U.S. Government Agency & Equivalents      $—       $39,767,454       $—        $39,767,454  
Non-U.S. Sovereign Debt            12,280,322              12,280,322  
Municipal Bonds            2,902,661              2,902,661  
U.S. Corporate Bonds            12,261,298              12,261,298  
Residential Mortgage-Backed Securities            74,362,557              74,362,557  
Commercial Mortgage-Backed Securities            928,238              928,238  
Asset-Backed Securities (including CDOs)            2,853,305              2,853,305  
Foreign Bonds            4,355,228              4,355,228  
Mutual Funds      1,662                    1,662  
Total      $1,662       $149,711,063       $—        $149,712,725  
Other Financial Instruments                          
Futures Contracts – Assets      $11,128       $—       $—        $11,128  
Futures Contracts – Liabilities      (31,103                  (31,103
Forward Foreign Currency Exchange Contracts – Assets            37,179              37,179  
Forward Foreign Currency Exchange Contracts – Liabilities            (4,955            (4,955

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

Foreign Currency Translation – Purchases and sales of foreign investments, income, and expenses are converted into U.S. dollars based upon currency exchange rates prevailing on the respective dates of such transactions or on the reporting date for foreign denominated receivables and payables. Gains and losses attributable to foreign currency exchange rates on sales of securities are recorded for financial statement purposes as net realized gains and losses on investments. Gains and losses attributable to foreign exchange rate movements on receivables, payables, income and expenses are recorded for financial statement purposes as foreign currency transaction gains and losses. That portion of both realized and unrealized gains and losses on investments that results from fluctuations in foreign currency exchange rates is not separately disclosed.

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

The derivative instruments used by the fund during the period were futures contracts and forward foreign currency exchange contracts. Depending on the type of derivative,

 

27


Notes to Financial Statements – continued

 

the fund may exit a derivative position by entering into an offsetting transaction with a counterparty or exchange, negotiating an agreement with the derivative counterparty, or novating the position to a third party. The fund may be unable to promptly close out a futures position in instances where the daily fluctuation in the price for that type of future exceeds the daily limit set by the exchange. The fund’s period end derivatives, as presented in the Portfolio of Investments and the associated Derivative Contract tables, generally are indicative of the volume of its derivative activity during the period.

The following table presents, by major type of derivative contract, the fair value, on a gross basis, of the asset and liability components of derivatives held by the fund at November 30, 2018 as reported in the Statement of Assets and Liabilities:

 

        Fair Value (a)  
Risk   Derivative Contracts   Asset Derivatives     Liability Derivatives  
Interest Rate   Interest Rate Futures     $11,128       $(31,103
Foreign Exchange   Forward Foreign Currency Exchange Contracts     37,179       (4,955
Total       $48,307       $(36,058

 

(a)

Values presented in this table for futures contracts correspond to the values reported in the fund’s Portfolio of Investments. Only the current day net variation margin for futures contracts is separately reported within the fund’s Statement of Assets and Liabilities.

The following table presents, by major type of derivative contract, the realized gain (loss) on derivatives held by the fund for the year ended November 30, 2018 as reported in the Statement of Operations:

 

Risk    Futures Contracts  
Interest Rate      $382,680  

The following table presents, by major type of derivative contract, the change in unrealized appreciation or depreciation on derivatives held by the fund for the year ended November 30, 2018 as reported in the Statement of Operations:

 

Risk    Futures
Contracts
     Forward
Foreign
Currency
Exchange
Contracts
 
Interest Rate      $(70,658      $—  
Foreign Exchange             32,224  
Total      $(70,658      $32,224  

Derivative counterparty credit risk is managed through formal evaluation of the creditworthiness of all potential counterparties. On certain, but not all, uncleared derivatives, the fund attempts to reduce its exposure to counterparty credit risk whenever possible by entering into an ISDA Master Agreement on a bilateral basis. The ISDA Master Agreement gives each party to the agreement the right to terminate all transactions traded under such agreement if there is a specified deterioration in the credit quality of the other party. Upon an event of default or a termination of the ISDA Master Agreement, the non-defaulting party has the right to close out all transactions traded under such agreement and to net amounts owed under each agreement to one

 

28


Notes to Financial Statements – continued

 

net amount payable by one party to the other. This right to close out and net payments across all transactions traded under the ISDA Master Agreement could result in a reduction of the fund’s credit risk to such counterparty equal to any amounts payable by the fund under the applicable transactions, if any.

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

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

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

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

Forward Foreign Currency Exchange Contracts – The fund entered into forward foreign currency exchange contracts for the purchase or sale of a specific foreign currency at a fixed price on a future date. These contracts may be used to hedge the

 

29


Notes to Financial Statements – continued

 

fund’s currency risk or for non-hedging purposes. For hedging purposes, the fund may enter into contracts to deliver or receive foreign currency that the fund will receive from or use in its normal investment activities. The fund may also use contracts to hedge against declines in the value of foreign currency denominated securities due to unfavorable exchange rate movements. For non-hedging purposes, the fund may enter into contracts with the intent of changing the relative exposure of the fund’s portfolio of securities to different currencies to take advantage of anticipated exchange rate changes.

Forward foreign currency exchange contracts are adjusted by the daily exchange rate of the underlying currency and any unrealized gains or losses are recorded as a receivable or payable for forward foreign currency exchange contracts until the contract settlement date. On contract settlement date, any gain or loss on the contract is recorded as realized gains or losses on forward foreign currency exchange contracts.

Risks may arise upon entering into these contracts from unanticipated movements in the value of the contract and from the potential inability of counterparties to meet the terms of their contracts. Generally, the fund’s maximum risk due to counterparty credit risk is the unrealized gain on the contract due to the use of Continuous Linked Settlement, a multicurrency cash settlement system for the centralized settlement of foreign transactions. This risk is mitigated in cases where there is an ISDA Master Agreement between the fund and the counterparty providing for netting as described above and, where applicable, by the posting of collateral by the counterparty to the fund to cover the fund’s exposure to the counterparty under such ISDA Master Agreement.

Dollar Roll Transactions – The fund enters into dollar roll transactions, with respect to mortgage-backed securities issued by Ginnie Mae, Fannie Mae, and Freddie Mac, in which the fund sells mortgage-backed securities to financial institutions and simultaneously agrees to purchase similar (same issuer, type and coupon) securities at a later date at an agreed-upon price. During the period between the sale and repurchase in a dollar roll transaction the fund will not be entitled to receive interest and principal payments on the securities sold but is compensated by interest earned on the proceeds of the initial sale and by a lower purchase price on the securities to be repurchased which enhances the fund’s total return. The fund accounts for dollar roll transactions as purchases and sales and realizes gains and losses on these transactions.

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

Investment Transactions and Income – Investment transactions are recorded on the trade date. Interest income is recorded on the accrual basis. All premium and discount is amortized or accreted for financial statement purposes in accordance with U.S. generally accepted accounting principles. Some securities may be purchased on a “when-issued” or “forward delivery” basis, which means that the securities will be

 

30


Notes to Financial Statements – continued

 

delivered to the fund at a future date, usually beyond customary settlement time. Interest payments received in additional securities are recorded on the ex-interest date in an amount equal to the value of the security on such date.

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

The fund invests a significant portion of its assets in asset-backed and/or mortgage-backed securities. For these securities, the value of the debt instrument also depends on the credit quality and adequacy of the underlying assets or collateral as well as whether there is a security interest in the underlying assets or collateral. Enforcing rights, if any, against the underlying assets or collateral may be difficult. U.S. Government securities not supported as to the payment of principal or interest by the U.S. Treasury, such as those issued by Fannie Mae, Freddie Mac, and the Federal Home Loan Banks, are subject to greater credit risk than are U.S. Government securities supported by the U.S. Treasury, such as those issued by Ginnie Mae.

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

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

 

31


Notes to Financial Statements – continued

 

transactions traded under the MSFTA could result in a reduction of the fund’s credit risk to such counterparty equal to any amounts payable by the fund under the applicable transactions, if any.

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

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

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

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

 

32


Notes to Financial Statements – continued

 

The tax character of distributions declared to shareholders for the last two fiscal years is as follows:

 

     Year ended
11/30/18
     Year ended
11/30/17
 
Ordinary income (including any
short-term capital gains)
     $4,467,677        $5,754,606  
Tax return of capital (b)      7,053,890        6,671,320  
Total distributions      $11,521,567        $12,425,926  

 

(b)

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

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

 

As of 11/30/18       
Cost of investments      $153,947,614  
Gross appreciation      1,981,509  
Gross depreciation      (6,204,149
Net unrealized appreciation (depreciation)      $(4,222,640
Capital loss carryforwards      (8,075,208
Other temporary differences      (71,682

As of November 30, 2018, the fund had capital loss carryforwards available to offset future realized gains. These net capital losses may be carried forward indefinitely and their character is retained as short-term and/or long-term losses. Such losses are characterized as follows:

 

Short-Term      $(777,360
Long-Term      (7,297,848
Total      $(8,075,208

(3) Transactions with Affiliates

Investment Adviser – The fund has an investment advisory agreement with MFS to provide overall investment management and related administrative services and facilities to the fund. The management fee is computed daily and paid monthly at an annual rate of 0.32% of the fund’s average daily net assets and 5.33% of gross income. Gross income is calculated based on tax elections that generally include the accretion of discount and exclude the amortization of premium, which may differ from investment income reported in the Statement of Operations. MFS has agreed to reduce its management fee to the lesser of the contractual management fee as set forth above or 0.85% of the fund’s average daily net assets. This written agreement will continue until modified by the fund’s Board of Trustees, but such agreement will continue at least until November 30, 2019. For the year ended November 30, 2018, the fund’s average daily net assets and gross income fees did not meet the thresholds required to waive the management fee under this agreement. The management fee, from net assets and gross income, incurred for the year ended November 30, 2018 was equivalent to an annual effective rate of 0.51% of the fund’s average daily net assets.

 

33


Notes to Financial Statements – continued

 

The investment adviser has agreed in writing to pay a portion of the fund’s total annual operating expenses, excluding interest, taxes, extraordinary expenses, brokerage and transaction costs, and investment-related expenses, such that total annual operating expenses do not exceed 0.80% annually of the fund’s average daily net assets. This written agreement will continue until modified by the fund’s Board of Trustees, but such agreement will continue at least until November 30, 2019. For the year ended November 30, 2018, the fund’s actual operating expenses did not exceed the limit and therefore, the investment adviser did not pay any portion of the fund’s expenses related to this agreement.

Transfer Agent – The fund engages Computershare Trust Company, N.A. (“Computershare”) as the sole transfer agent for the fund. MFS Service Center, Inc. (MFSC) monitors and supervises the activities of Computershare for an agreed upon fee approved by the Board of Trustees. For the year ended November 30, 2018, these fees paid to MFSC amounted to $19,964.

Administrator – MFS provides certain financial, legal, shareholder communications, compliance, and other administrative services to the fund. Under an administrative services agreement, the fund reimburses MFS the costs incurred to provide these services. The fund is charged an annual fixed amount of $17,500 plus a fee based on average daily net assets. The administrative services fee incurred for the year ended November 30, 2018 was equivalent to an annual effective rate of 0.0209% of the fund’s average daily net assets.

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

Prior to December 31, 2001, the fund had an unfunded defined benefit plan (“DB plan”) for independent Trustees. As of December 31, 2001, the Board took action to terminate the DB plan with respect to then-current and any future independent Trustees, such that the DB plan covers only certain of those former independent Trustees who retired on or before December 31, 2001. The DB plan resulted in a pension expense of $4,894 and is included in “Independent Trustees’ compensation” in the Statement of Operations for the year ended November 30, 2018. The liability for deferred retirement benefits payable to those former independent Trustees under the DB plan amounted to $18,935 at November 30, 2018, and is included in “Payable for independent Trustees’ compensation” in the Statement of Assets and Liabilities.

Other – This fund and certain other funds managed by MFS (the funds) have entered into a service agreement (the ISO Agreement) which provides for payment of fees solely by the funds to Tarantino LLC in return for the provision of services of an Independent Senior Officer (ISO) for the funds. Frank L. Tarantino serves as the ISO and is an officer of the funds and the sole member of Tarantino LLC. The funds can terminate the ISO Agreement with Tarantino LLC at any time under the terms of the ISO Agreement. For the year ended November 30, 2018, the fee paid by the fund

 

34


Notes to Financial Statements – continued

 

under this agreement was $249 and is included in “Miscellaneous” expense in the Statement of Operations. MFS has agreed to bear all expenses associated with office space, other administrative support, and supplies provided to the ISO.

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

(4) Portfolio Securities

For the year ended November 30, 2018, purchases and sales of investments, other than short-term obligations, were as follows:

 

     Purchases      Sales  
U.S. Government securities      $19,707,253        $29,053,642  
Non-U.S. Government securities      $13,057,649        $17,290,107  

(5) Shares of Beneficial Interest

The fund’s Declaration of Trust permits the Trustees to issue an unlimited number of full and fractional shares of beneficial interest. The Trustees have authorized the repurchase by the fund of up to 10% annually of its own shares of beneficial interest. During the years ended November 30, 2018 and November 30, 2017, there were no transactions in fund shares.

(6) Line of Credit

The fund and certain other funds managed by MFS participate in a $1.25 billion unsecured committed line of credit, subject to a $1 billion sublimit, provided by a syndication of banks under a credit agreement. Borrowings may be made for temporary financing needs. Interest is charged to each fund, based on its borrowings, generally at a rate equal to the higher of the Overnight Bank Funding rate or daily one month LIBOR plus an agreed upon spread. A commitment fee, based on the average daily, unused portion of the committed line of credit, is allocated among the participating funds. In addition, the fund and other funds managed by MFS have established unsecured uncommitted borrowing arrangements with certain banks for temporary financing needs. Interest is charged to each fund, based on its borrowings, at a rate equal to the Overnight Bank Funding rate plus an agreed upon spread. For the year ended November 30, 2018, the fund’s commitment fee and interest expense were $943 and $0, respectively, and are included in “Miscellaneous” expense in the Statement of Operations.

 

35


Notes to Financial Statements – continued

 

(7) Investments in Affiliated Issuers

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

 

Affiliated Issuers          Beginning
Shares/Par
Amount
    Acquisitions
Shares/Par
Amount
    Dispositions
Shares/Par
Amount
    Ending
Shares/Par
Amount
 
MFS Institutional Money
Market Portfolio
      913,153       36,615,514       (37,527,005     1,662  
Affiliated Issuers   Realized
Gain (Loss)
    Change in
Unrealized
Appreciation/
Depreciation
    Capital Gain
Distributions
    Dividend
Income
    Ending
Value
 
MFS Institutional Money
Market Portfolio
    $171       $—       $—       $44,996       $1,662  

 

36


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

Opinion on the Financial Statements and Financial Highlights

We have audited the accompanying statement of assets and liabilities of MFS Government Markets Income Trust (the “Fund”), including the portfolio of investments, as of November 30, 2018, 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, the financial highlights for each of the five years in the period then ended, and the related notes. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of November 30, 2018, and 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.

Basis for Opinion

These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. 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, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. Our procedures included confirmation of securities owned as of November 30, 2018,

 

37


Report of Independent Registered Public Accounting Firm – continued

 

by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

DELOITTE & TOUCHE LLP

Boston, Massachusetts

January 15, 2019

We have served as the auditor of one or more of the MFS investment companies since 1924.

 

38


RESULTS OF SHAREHOLDER MEETING

(unaudited)

At the annual meeting of shareholders of MFS Government Markets Income Trust, which was held on October 4, 2018, the following action was taken:

Item 1: To elect the following individuals as Trustees:

 

     Number of Shares  

Nominee

   For     

Withheld Authority

 
John A. Caroselli      25,599,824.034        421,109.505  
Clarence Otis, Jr.      25,599,324.034        421,609.505  
Robin A. Stelmach      25,607,035.621        413,897.918  

 

39


TRUSTEES AND OFFICERS — IDENTIFICATION AND BACKGROUND

The Trustees and Officers of the Trust, as of January 1, 2019, are listed below, together with their principal occupations during the past five years. (Their titles may have varied during that period.) The address of each Trustee and Officer is 111 Huntington Avenue, Boston, Massachusetts 02199-7618.

 

Name, Age

 

Position(s)
Held

with Fund

 

Trustee/
Officer

Since (h)

 

Term

Expiring

 

Number
of MFS
Funds
overseen
by the
Trustee

 

Principal
Occupations

During

the Past

Five Years

 

Other

Directorships
During the
Past Five
Years  (j)

INTERESTED TRUSTEES
Robert J. Manning (k)
(age 55)
  Trustee   February 2004   2019   135   Massachusetts Financial Services Company, Executive Chairman (since January 2017); Director; Chairman of the Board; Chief Executive Officer (until 2015); Co-Chief Executive Officer (2015-2016)   N/A

Robin A. Stelmach (k)

(age 57)

  Trustee   January 2014   2021   135   Massachusetts Financial Services Company, Vice Chair (since January 2017); Chief Operating Officer and Executive Vice President (until January 2017)   N/A
INDEPENDENT TRUSTEES

John P. Kavanaugh

(age 64)

  Trustee and Chair of Trustees   January 2009   2020   135   Private investor   N/A

Steven E. Buller

(age 67)

  Trustee   February 2014   2020   135   Financial Accounting Standards Advisory Council, Chairman (2014-2015); Public Company Accounting Oversight Board, Standing Advisory Group, Member (until 2014); BlackRock, Inc. (investment management), Managing Director (until 2014), BlackRock Finco UK (investment management), Director (until 2014)   N/A

 

40


Trustees and Officers – continued

 

Name, Age

 

Position(s)
Held

with Fund

 

Trustee/
Officer

Since (h)

 

Term

Expiring

 

Number
of MFS
Funds
overseen
by the
Trustee

 

Principal
Occupations

During

the Past

Five Years

 

Other

Directorships
During the
Past Five
Years  (j)

John A. Caroselli

(age 64)

  Trustee   March 2017   2021   135   JC Global Advisors, LLC (management consulting), President (since 2015); First Capital Corporation (commercial finance), Executive Vice President (until 2015)   N/A

Maureen R. Goldfarb

(age 63)

  Trustee   January 2009   2019   135   Private investor   N/A
Michael Hegarty
(age 74)
  Trustee   December 2004   2020   135   Private investor   Rouse Properties Inc., Director (until 2016); Capmark Financial Group Inc., Director (until 2015)
Peter D. Jones
(age 63)
  Trustee   January 2019   2020   135   Franklin Templeton Distributors, Inc. (investment management), President (until 2015); Franklin Templeton Institutional, LLC (investment management), Chairman (until 2015)   N/A
James W. Kilman, Jr.
(age 57)
  Trustee   January 2019   2021   135   KielStrand Capital LLC (family office and merchant bank), Chief Executive Officer (since 2016); Morgan Stanley & Co. (financial services), Vice Chairman of Investment Banking, Co-Head of Diversified Financials Coverage – Financial Institutions Investment Banking Group (until 2016)   alpha-En Corporation, Director (since 2016)

 

41


Trustees and Officers – continued

 

Name, Age

 

Position(s)
Held

with Fund

 

Trustee/
Officer

Since (h)

 

Term

Expiring

 

Number
of MFS
Funds
overseen
by the
Trustee

 

Principal
Occupations

During

the Past

Five Years

 

Other

Directorships
During the
Past Five
Years  (j)

Clarence Otis, Jr.

(age 62)

  Trustee   March 2017   2021   135   Darden Restaurants, Inc., Chief Executive Officer (until 2014)   VF Corporation, Director; Verizon Communications, Inc., Director; The Travelers Companies, Director; Federal Reserve Bank of Atlanta, Director (until 2015)

Maryanne L. Roepke

(age 62)

  Trustee   May 2014       2019   135   American Century Investments (investment management), Senior Vice President and Chief Compliance Officer (until 2014)   N/A
Laurie J. Thomsen
(age 61)
  Trustee   March 2005   2019   135   Private investor   The Travelers Companies, Director; Dycom Industries, Inc., Director (since 2015)

 

Name, Age

 

Position(s)
Held

with Fund

 

Trustee/Officer

Since (h)

 

Term

Expiring

 

Number of
MFS Funds
for which
the Person is
an Officer

 

Principal
Occupations During

the Past Five Years

OFFICERS
Christopher R. Bohane (k)
(age 44)
  Assistant Secretary and Assistant Clerk   July 2005   N/A   135   Massachusetts Financial Services Company, Vice President and Assistant General Counsel

Kino Clark (k)

(age 50)

 

Assistant

Treasurer

  January 2012   N/A   135  

Massachusetts Financial

Services Company, Vice President

John W. Clark, Jr. (k)

(age 51)

  Assistant Treasurer   April 2017   N/A   135   Massachusetts Financial Services Company, Vice President (since March 2017); Deutsche Bank (financial services), Department Head –Treasurer’s Office (until February 2017)

 

42


Trustees and Officers – continued

 

Name, Age

 

Position(s)
Held

with Fund

 

Trustee/Officer

Since (h)

 

Term

Expiring

 

Number of
MFS Funds
for which
the Person is
an Officer

 

Principal
Occupations During

the Past Five Years

Thomas H. Connors (k)

(age 59)

 

Assistant

Secretary and Assistant Clerk

  September 2012   N/A   135   Massachusetts Financial Services Company, Vice President and Senior Counsel
Ethan D. Corey (k)
(age 55)
  Assistant
Secretary and Assistant Clerk
  July 2005   N/A   135   Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel
David L. DiLorenzo (k)
(age 50)
  President   July 2005   N/A   135   Massachusetts Financial Services Company, Senior Vice President

Heidi W. Hardin (k)

(age 51)

  Secretary and Clerk   April 2017   N/A   135   Massachusetts Financial Services Company, Executive Vice President and General Counsel (since March 2017); Harris Associates (investment management), General Counsel (from September 2015 to January 2017); Janus Capital Management LLC (investment management), Senior Vice President and General Counsel (until September 2015)

Brian E. Langenfeld (k)

(age 45)

  Assistant
Secretary and Assistant Clerk
  June 2006   N/A   135   Massachusetts Financial Services Company, Vice President and Senior Counsel
Amanda S. Mooradian (k)
(age 39)
  Assistant
Secretary and Assistant Clerk
  September 2018   N/A   135   Massachusetts Financial Services Company, Assistant Vice President and Counsel
Susan A. Pereira (k)
(age 48)
  Assistant
Secretary and Assistant Clerk
  July 2005   N/A   135   Massachusetts Financial Services Company, Vice President and Senior Counsel

Kasey L. Phillips (k)

(age 48)

  Assistant Treasurer   September 2012   N/A   135   Massachusetts Financial Services Company, Vice President

 

43


Trustees and Officers – continued

 

Name, Age

 

Position(s)
Held

with Fund

 

Trustee/Officer

Since (h)

 

Term

Expiring

 

Number of
MFS Funds
for which
the Person is
an Officer

 

Principal
Occupations During

the Past Five Years

Matthew A. Stowe (k)

(age 44)

  Assistant Secretary and Assistant Clerk   October 2014   N/A   135   Massachusetts Financial Services Company, Vice President and Assistant General Counsel
Frank L. Tarantino
(age 74)
 

Independent

Senior Officer

  June 2004   N/A   135   Tarantino LLC (provider of compliance services), Principal
Richard S. Weitzel (k)
(age 48)
  Assistant Secretary and Assistant Clerk   October 2007   N/A   135   Massachusetts Financial Services Company, Senior Vice President and Associate General Counsel

Martin J. Wolin (k)

(age 51)

  Chief Compliance Officer   July 2015   N/A   135   Massachusetts Financial Services Company, Senior Vice President and Chief Compliance Officer (since July 2015); Mercer (financial service provider), Chief Risk and Compliance Officer, North America and Latin America (until June 2015)
James O. Yost (k)
(age 58)
  Treasurer   September 1990   N/A   135   Massachusetts Financial Services Company, Senior Vice President

 

(h)

Date first appointed to serve as Trustee/officer of an MFS Fund. Each Trustee has served continuously since appointment unless indicated otherwise. For the period from December 15, 2004 until February 22, 2005, Mr. Manning served as Advisory Trustee. From January 2012 through December 2016, Messrs. DiLorenzo and Yost served as Treasurer and Deputy Treasurer of the Funds, respectively.

(j)

Directorships or trusteeships of companies required to report to the Securities and Exchange Commission (i.e., “public companies”).

(k)

“Interested person” of the Trust 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 fund, as a result of a position with MFS. The address of MFS is 111 Huntington Avenue, Boston, Massachusetts 02199-7618.

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 which term expires on the date of the third annual meeting following the election to office of the Trustee’s class. Each year the term of one class expires. Each Trustee and officer will serve until next elected or his or her earlier death, resignation, retirement or removal. Under the terms of the

 

44


Trustees and Officers – continued

 

Board’s retirement policy, an Independent Trustee shall retire at the end of the calendar year in which he or she reaches the earlier of 75 years of age or 15 years of service on the Board (or, in the case of any Independent Trustee who joined the Board prior to 2015, 20 years of service on the Board).

Messrs. Buller, Hegarty, Kilman and Otis and Ms. Roepke are members of the Trust’s Audit Committee.

Each of the Interested Trustees and certain Officers hold comparable officer positions with certain affiliates of MFS.

 

 

Investment Adviser   Custodian

Massachusetts Financial Services Company
111 Huntington Avenue

Boston MA 02199-7618

 

State Street Bank and Trust Company

1 Lincoln Street

Boston, MA 02111-2900

Portfolio Manager(s)   Independent Registered Public Accounting Firm

Geoffrey Schechter

Ward Brown

 

Deloitte & Touche LLP

200 Berkeley Street

Robert Persons   Boston, MA 02116
Matt Ryan  

 

45


BOARD REVIEW OF INVESTMENT ADVISORY AGREEMENT

The Investment Company Act of 1940 requires that both the full Board of Trustees and a majority of the non-interested (“independent”) Trustees, voting separately, annually approve the continuation of the Fund’s investment advisory agreement with MFS. The Trustees consider matters bearing on the Fund and its advisory arrangements at their meetings throughout the year, including a review of performance data at each regular meeting. In addition, the independent Trustees met several times over the course of three months beginning in May and ending in July, 2018 (“contract review meetings”) for the specific purpose of considering whether to approve the continuation of the investment advisory agreement for the Fund and the other investment companies that the Board oversees (the “MFS Funds”). The independent Trustees were assisted in their evaluation of the Fund’s investment advisory agreement by independent legal counsel, from whom they received separate legal advice and with whom they met separately from MFS during various contract review meetings. The independent Trustees were also assisted in this process by the MFS Funds’ Independent Senior Officer, a senior officer appointed by and reporting to the independent Trustees.

In connection with their deliberations regarding the continuation of the investment advisory agreement, the Trustees, including the independent Trustees, considered such information and factors as they believed, in light of the legal advice furnished to them and their own business judgment, to be relevant. The investment advisory agreement for the Fund was considered separately, although the Trustees also took into account the common interests of all MFS Funds in their review. As described below, the Trustees considered the nature, quality, and extent of the various investment advisory, administrative, and shareholder services performed by MFS under the existing investment advisory agreement and other arrangements with the Fund.

In connection with their contract review meetings, the Trustees received and relied upon materials that included, among other items: (i) information provided by Broadridge Financial Solutions, Inc. (“Broadridge”), an independent third party, on the investment performance (based on net asset value) of the Fund for various time periods ended December 31, 2017 and the investment performance (based on net asset value) of a group of funds with substantially similar investment classifications/objectives (the “Broadridge performance universe”), (ii) information provided by Broadridge on the Fund’s advisory fees and other expenses and the advisory fees and other expenses of comparable funds identified by Broadridge (the “Broadridge expense group”), (iii) information provided by MFS on the advisory fees of portfolios of other clients of MFS, including institutional separate accounts and other clients, (iv) information as to whether and to what extent applicable expense waivers, reimbursements or fee “breakpoints” are observed for the Fund, (v) information regarding MFS’ financial results and financial condition, including MFS’ and certain of its affiliates’ estimated profitability from services performed for the Fund and the MFS Funds as a whole, and compared to MFS’ institutional business, (vi) MFS’ views regarding the outlook for the mutual fund industry and the strategic business plans of MFS, (vii) descriptions of various functions performed by MFS for the Funds, such as compliance monitoring and portfolio trading practices, and (viii) information regarding the overall organization of MFS, including information about MFS’ senior management and other personnel

 

46


Board Review of Investment Advisory Agreement – continued

 

providing investment advisory, administrative and other services to the Fund and the other MFS Funds. The comparative performance, fee and expense information prepared and provided by Broadridge was not independently verified and the independent Trustees did not independently verify any information provided to them by MFS.

The Trustees’ conclusion as to the continuation of the investment advisory agreement was based on a comprehensive consideration of all information provided to the Trustees and not the result of any single factor. Some of the factors that figured particularly in the Trustees’ deliberations are described below, although individual Trustees may have evaluated the information presented differently from one another, giving different weights to various factors. It is also important to recognize that the fee arrangements for the Fund and other MFS Funds are the result of years of review and discussion between the independent Trustees and MFS, that certain aspects of such arrangements may receive greater scrutiny in some years than in others, and that the Trustees’ conclusions may be based, in part, on their consideration of these same arrangements during the course of the year and in prior years.

Based on information provided by Broadridge and MFS, the Trustees reviewed the Fund’s total return investment performance as well as the Broadridge performance universe over various time periods. The Trustees placed particular emphasis on the total return performance of the Fund’s common shares in comparison to the performance of funds in its Broadridge performance universe over the three-year period ended December 31, 2017, which the Trustees believed was a long enough period to reflect differing market conditions. The total return performance of the Fund’s common shares ranked 6th out of a total of 7 funds in the Broadridge performance universe for this three-year period (a ranking of first place out of the total number of funds in the performance universe indicating the best performer and a ranking of last place out of the total number of funds in the performance universe indicating the worst performer). The total return performance of the Fund’s common shares ranked 6th out of a total of 7 funds for each of the one- and five-year periods ended December 31, 2017. Given the size of the Broadridge performance universe and information previously provided by MFS regarding differences between the Fund and the other funds in its Broadridge performance universe, the Trustees also reviewed the Fund’s performance in comparison to a custom benchmark developed by MFS. The Fund matched its custom benchmark for the one-year period and underperformed its custom benchmark for each of the three- and five-year periods ended December 31, 2017 (one-year: 3.1% total return for the Fund versus 3.1% total return for the benchmark; three-year: 1.9% total return for the Fund versus 2.0% total return for the benchmark; five-year: 1.8% total return for the Fund versus 1.9% total return for the benchmark). Because of the passage of time, these performance results may differ from the performance results for more recent periods, including those shown elsewhere in this report.

In the course of their deliberations, the Trustees took into account information provided by MFS in connection with the contract review meetings, as well as during investment review meetings conducted with portfolio management personnel during the course of the year, as to MFS’ efforts to improve the Fund’s performance. The Trustees observed that there were significant limitations to the usefulness of the comparative data provided by Broadridge, noting that the applicable Broadridge

 

47


Board Review of Investment Advisory Agreement – continued

 

performance universe for the Fund included funds that pursue substantially different investment programs as compared to that pursued by the Fund. After reviewing these and related factors, the Trustees concluded, within the context of their overall conclusions regarding the investment advisory agreement, that they were satisfied with MFS’ responses and efforts relating to investment performance.

In assessing the reasonableness of the Fund’s advisory fee, the Trustees considered, among other information, the Fund’s advisory fee and the total expense ratio of the Fund’s common shares as a percentage of average daily net assets and the advisory fee and total expense ratios of peer groups of funds based on information provided by Broadridge. The Trustees considered that MFS has agreed in writing to reduce its advisory fee, and that MFS currently observes an expense limitation for the Fund, each of which may not be changed without the Trustees’ approval. The Trustees also considered that, according to the data by Broadridge (which takes into account any fee reductions or expense limitations that were in effect during the Fund’s last fiscal year), the Fund’s effective advisory fee rate and total expense ratio were each approximately at the Broadridge expense group median.

The Trustees also considered the advisory fees charged by MFS to any institutional separate accounts advised by MFS (“separate accounts”) and unaffiliated investment companies for which MFS serves as subadviser (“subadvised funds”) that have comparable investment strategies to the Fund, if any. In comparing these fees, the Trustees considered information provided by MFS as to the generally broader scope of services provided by MFS to the Fund, as well as the more extensive regulatory burdens imposed on MFS in managing the Fund, in comparison to separate accounts and subadvised funds.

The Trustees considered that, as a closed-end fund, the Fund is unlikely to experience meaningful asset growth. As a result, the Trustees did not view the potential for realization of economies of scale as the Fund’s assets grow to be a material factor in their deliberations. The Trustees noted that they would consider economies of scale in the future in the event the Fund experiences significant asset growth, such as through an offering of preferred shares (which is not currently contemplated) or a material increase in the market value of the Fund’s portfolio securities.

The Trustees also considered information prepared by MFS relating to MFS’ costs and profits with respect to the Fund, the MFS Funds considered as a group, and other investment companies and accounts advised by MFS, as well as MFS’ methodologies used to determine and allocate its costs to the MFS Funds, the Fund and other accounts and products for purposes of estimating profitability.

After reviewing these and other factors described herein, the Trustees concluded, within the context of their overall conclusions regarding the investment advisory agreement, that the advisory fees charged to the Fund represent reasonable compensation in light of the services being provided by MFS to the Fund.

In addition, the Trustees considered MFS’ resources and related efforts to continue to retain, attract and motivate capable personnel to serve the Fund. The Trustees also considered current and developing conditions in the financial services industry, including the presence of large and well-capitalized companies which are spending, and appear to be prepared to continue to spend, substantial sums to engage personnel

 

48


Board Review of Investment Advisory Agreement – continued

 

and to provide services to competing investment companies. In this regard, the Trustees also considered the financial resources of MFS and its ultimate parent, Sun Life Financial Inc. The Trustees also considered the advantages and possible disadvantages to the Fund of having an adviser that also serves other investment companies as well as other accounts.

The Trustees also considered the nature, quality, cost, and extent of administrative services provided to the Fund by MFS under agreements other than the investment advisory agreement. The Trustees also considered the nature, extent and quality of certain other services MFS performs or arranges for on the Fund’s behalf, which may include securities lending programs, directed expense payment programs, class action recovery programs, and MFS’ interaction with third-party service providers, principally custodians and sub-custodians. The Trustees concluded that the various non-advisory services provided by MFS and its affiliates on behalf of the Fund were satisfactory.

The Trustees considered so-called “fall-out benefits” to MFS such as reputational value derived from serving as investment manager to the MFS Funds. The Trustees also considered that, effective January 3, 2018, MFS had discontinued its historic practice of obtaining investment research from portfolio brokerage commissions paid by certain MFS Funds and would thereafter voluntarily reimburse a Fund, if applicable, for the costs of external research acquired through the use of the Fund’s portfolio brokerage commissions.

Based on their evaluation of factors that they deemed to be material, including those factors described above, the Board of Trustees, including the independent Trustees, concluded that the Fund’s investment advisory agreement with MFS should be continued for an additional one-year period, commencing August 1, 2018.

 

49


PROXY VOTING POLICIES AND INFORMATION

MFS votes proxies on behalf of the fund pursuant to proxy voting policies and procedures that are available without charge, upon request, by calling 1-800-225-2606, by visiting mfs.com/proxyvoting, or by visiting the SEC’s Web site at http://www.sec.gov.

Information regarding how the fund voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30 is available by August 31 of each year without charge by visiting mfs.com/proxyvoting, or by visiting the SEC’s Web site at http://www.sec.gov.

QUARTERLY PORTFOLIO DISCLOSURE

The fund files a complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The fund’s Form N-Q is available on the SEC’s website at http://www.sec.gov. A shareholder can obtain the portfolio holdings report for the first and third quarters of the fund’s fiscal year at mfs.com/closedendfunds by choosing the fund’s name and then selecting the “Resources” tab and clicking on “Prospectus and Reports”.

FURTHER INFORMATION

From time to time, MFS may post important information about the fund or the MFS funds on the MFS web site (mfs.com). This information is available at https://www.mfs.com/en-us/what-we-do/announcements.html or at mfs.com/closedendfunds by choosing the fund’s name.

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

INFORMATION ABOUT FUND CONTRACTS AND LEGAL CLAIMS

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

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

FEDERAL TAX INFORMATION (unaudited)

The fund will notify shareholders of amounts for use in preparing 2018 income tax forms in January 2019.

 

50


rev. 3/16

 

 

FACTS

 

  WHAT DOES MFS DO WITH YOUR PERSONAL INFORMATION?   LOGO

 

Why?   Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.

 

What?  

The types of personal information we collect and share depend on the product or service you have with us. This information can include:

 

 Social Security number and account balances

 Account transactions and transaction history

 Checking account information and wire transfer instructions

 

When you are no longer our customer, we continue to share your information as described in this notice.

 

How?   All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons MFS chooses to share; and whether you can limit this sharing.

 

Reasons we can share your
personal information
  Does MFS
share?
  Can you limit
this sharing?

For our everyday business purposes –

such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus

  Yes   No

For our marketing purposes –

to offer our products and services to you

  No   We don’t share

For joint marketing with other

financial companies

  No   We don’t share

For our affiliates’ everyday business purposes –

information about your transactions and experiences

  No   We don’t share

For our affiliates’ everyday business purposes –

information about your creditworthiness

  No   We don’t share
For nonaffiliates to market to you   No   We don’t share

 

Questions?   Call 800-225-2606 or go to mfs.com.

 

51


Page 2  

 

Who we are
Who is providing this notice?   MFS Funds, MFS Investment Management, MFS Institutional Advisors, Inc., and MFS Heritage Trust Company.

 

What we do
How does MFS protect my personal information?   To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include procedural, electronic, and physical safeguards for the protection of the personal information we collect about you.
How does MFS collect my personal information?  

We collect your personal information, for example, when you

 

 open an account or provide account information

 direct us to buy securities or direct us to sell your securities

 make a wire transfer

 

We also collect your personal information from others, such as credit bureaus, affiliates, or other companies.

Why can’t I limit all sharing?  

Federal law gives you the right to limit only

 

 sharing for affiliates’ everyday business purposes – information about your creditworthiness

 affiliates from using your information to market to you

 sharing for nonaffiliates to market to you

 

State laws and individual companies may give you additional rights to limit sharing.

 

Definitions
Affiliates  

Companies related by common ownership or control. They can be financial and nonfinancial companies.

 

 MFS does not share personal information with affiliates, except for everyday business purposes as described on page one of this notice.

Nonaffiliates  

Companies not related by common ownership or control. They can be financial and nonfinancial companies.

 

 MFS does not share with nonaffiliates so they can market to you.

Joint marketing  

A formal agreement between nonaffiliated financial companies that together market financial products or services to you.

 

 MFS doesnt jointly market.

 

 

Other important information
If you own an MFS product or receive an MFS service in the name of a third party such as a bank or broker-dealer, their privacy policy may apply to you instead of ours.

 

52


LOGO

 

CONTACT US

TRANSFER AGENT, REGISTRAR, AND

DIVIDEND DISBURSING AGENT

CALL

1-800-637-2304

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

WRITE

Computershare Trust Company, N.A.

P.O. Box 43078

Providence, RI 02940-3078

 

New York Stock Exchange Symbol: MGF


ITEM 2.

CODE OF ETHICS.

The Registrant has adopted a Code of Ethics (the “Code”) pursuant to Section 406 of the Sarbanes-Oxley Act and as defined in Form N-CSR that applies to the Registrant’s principal executive officer and principal financial and accounting officer. During the period covered by this report, the Registrant has not amended any provision in the Code that relates to an element of the Code’s definition enumerated in paragraph (b) of Item 2 of this Form N-CSR. During the period covered by this report, the Registrant did not grant a waiver, including an implicit waiver, from any provision of the Code.

A copy of the Code is filed as an exhibit to this Form N-CSR.

 

ITEM 3.

AUDIT COMMITTEE FINANCIAL EXPERT.

Messrs. Steven E. Buller and Clarence Otis, Jr. and Ms. Maryanne L. Roepke, 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 Form N-CSR. In addition, Messrs. Buller and Otis and Ms. Roepke are “independent” members of the Audit Committee (as such term has been defined by the Securities and Exchange Commission in regulations implementing Section 407 of the Sarbanes-Oxley Act of 2002). The Securities and Exchange Commission has stated that the designation of a person as an audit committee financial expert pursuant to this Item 3 on the Form N-CSR does not impose on such a person any duties, obligations or liability that are greater than the duties, obligations or liability imposed on such person as a member of the Audit Committee and the Board of Trustees in the absence of such designation or identification.

 

ITEM 4.

PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Items 4(a) through 4(d) and 4(g):

The Board of Trustees has appointed Deloitte & Touche LLP (“Deloitte”) to serve as independent accountants to the Registrant (hereinafter the “Registrant” or the “Fund”). The tables below set forth the audit fees billed to the Fund as well as fees for non-audit services provided to the Fund and/or to the Fund’s investment adviser, Massachusetts Financial Services Company (“MFS”), and to various entities either controlling, controlled by, or under common control with MFS that provide ongoing services to the Fund (“MFS Related Entities”).

For the fiscal years ended November 30, 2018 and 2017, audit fees billed to the Fund by Deloitte were as follows:

 

     Audit Fees  
     2018      2017  

Fees billed by Deloitte:

     

MFS Government Markets Income Trust

     62,646        61,099  


For the fiscal years ended November 30, 2018 and 2017, fees billed by Deloitte for audit-related, tax and other services provided to the Fund and for audit-related, tax and other services provided to MFS and MFS Related Entities were as follows:

 

     Audit-Related  Fees1      Tax Fees2      All Other Fees3  
     2018      2017      2018      2017      2018      2017  

Fees billed by Deloitte:

                 

To MFS Government Markets Income Trust

     10,000        10,000        6,716        6,571        0        0  

 

     Audit-Related  Fees1      Tax Fees2      All Other Fees3  
     2018      2017      2018      2017      2018      2017  

Fees billed by Deloitte:

                 

To MFS and MFS Related Entities of MFS Government Markets Income Trust*

     0        0        0        0        5,390        5,390  

 

     Aggregate Fees for Non-audit
Services
 
     2018      2017  

Fees Billed by Deloitte:

     

To MFS Government Markets Income Trust, MFS and MFS Related Entities#

     22,106        861,431  

 

*  

This amount reflects the fees billed to MFS and MFS Related Entities for non-audit services relating directly to the operations and financial reporting of the Fund (portions of which services also related to the operations and financial reporting of other funds within the MFS Funds complex).

#

This amount reflects the aggregate fees billed by Deloitte for non-audit services rendered to the Fund and for non-audit services rendered to MFS and the MFS Related Entities.

1 

The fees included under “Audit-Related Fees” are fees related to assurance and related services that are reasonably related to the performance of the audit or review of financial statements, but not reported under “Audit Fees,” including accounting consultations, agreed-upon procedure reports, attestation reports, comfort letters and internal control reviews.

2 

The fees included under “Tax Fees” are fees associated with tax compliance, tax advice and tax planning, including services relating to the filing or amendment of federal, state or local income tax returns, regulated investment company qualification reviews and tax distribution and analysis.

3 

The fees included under “All Other Fees” are fees for products and services provided by Deloitte other than those reported under “Audit Fees,” “Audit-Related Fees” and “Tax Fees”.

Item 4(e)(1):

Set forth below are the policies and procedures established by the Audit Committee of the Board of Trustees relating to the pre-approval of audit and non-audit related services:

To the extent required by applicable law, pre-approval by the Audit Committee of the Board is needed for all audit and permissible non-audit services rendered to the Fund and all permissible non-audit services rendered to MFS or MFS Related Entities if the services relate directly to the operations and financial reporting of the Registrant. Pre-approval is currently on an engagement-by-engagement basis. In the event pre-approval of such services is necessary between regular meetings of the Audit Committee and it is not practical to wait to seek pre-approval at the next regular meeting of the Audit Committee, pre-approval of such services may be referred to the Chair of the Audit Committee for approval; provided that the Chair may not pre-approve any individual engagement for such services exceeding $50,000 or multiple engagements for such services in the aggregate


exceeding $100,000 between such regular meetings of the Audit Committee. Any engagement pre-approved by the Chair between regular meetings of the Audit Committee shall be presented for ratification by the entire Audit Committee at its next regularly scheduled meeting.    

Item 4(e)(2):

None, or 0%, of the services relating to the Audit-Related Fees, Tax Fees and All Other Fees paid by the Fund and MFS and MFS Related Entities relating directly to the operations and financial reporting of the Registrant disclosed above were approved by the audit committee pursuant to paragraphs (c)(7)(i)(C) of Rule 2-01 of Regulation S-X (which permits audit committee approval after the start of the engagement with respect to services other than audit, review or attest services, if certain conditions are satisfied).

Item 4(f):

Not applicable.

Item 4(h):

The Registrant’s Audit Committee has considered whether the provision by a Registrant’s independent registered public accounting firm of non-audit services to MFS and MFS Related Entities that were not pre-approved by the Committee (because such services were provided prior to the effectiveness of SEC rules requiring pre-approval or because such services did not relate directly to the operations and financial reporting of the Registrant) was compatible with maintaining the independence of the independent registered public accounting firm as the Registrant’s principal auditors.

 

ITEM 5.

AUDIT COMMITTEE OF LISTED REGISTRANTS.

The Registrant has an Audit Committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934. Effective January 1, 2019, the members of the Audit Committee are Messrs. Steven E. Buller, Clarence Otis, Jr., James W. Kilman, Jr., and Michael Hegarty and Ms. Maryanne L. Roepke.

 

ITEM 6.

SCHEDULE OF INVESTMENTS

A schedule of investments of the Registrant is included as part of the report to shareholders of the Registrant under Item 1 of this Form N-CSR.

 

ITEM 7.

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

A copy of the proxy voting policies and procedures are attached hereto as EX-99.PROXYPOL.


ITEM 8.

PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Portfolio Manager(s)

Information regarding the portfolio manager(s) of the MFS Government Markets Income Trust (the “Fund”) is set forth below. Each portfolio manager is primarily responsible for the day-to-day management of the Fund.

 

Portfolio Manager

  

Primary Role

  

Since

  

Title and Five Year History

Geoffrey Schechter

   Lead and U.S. Government Securities Portfolio Manager    2006    Investment Officer of MFS; employed in the investment area of MFS since 1993.

Ward Brown

   Emerging Markets Debt Instruments Portfolio Manager    2012    Investment Officer of MFS; Employed in the investment area of MFS since 2005.

Robert Persons

   Investment Grade Debt Instruments Portfolio Manager    2012    Investment Officer of MFS; Employed in the investment area of MFS since 2000.

Matt Ryan

   Emerging Markets Debt Instruments Portfolio Manager    2012    Investment Officer of MFS; Employed in the investment area of MFS since 1997.

Compensation

MFS’ philosophy is to align portfolio manager compensation with the goal to provide shareholders with long-term value through a collaborative investment process. Therefore, MFS uses long-term investment performance as well as contribution to the overall investment process and collaborative culture as key factors in determining portfolio manager compensation. In addition, MFS seeks to maintain total compensation programs that are competitive in the asset management industry in each geographic market where it has employees. MFS uses competitive compensation data to ensure that compensation practices are aligned with its goals of attracting, retaining, and motivating the highest-quality professionals.

MFS reviews portfolio manager compensation annually. In determining portfolio manager compensation, MFS uses quantitative means and qualitative means to help ensure a sustainable investment process. As of December 31, 2017, portfolio manager total cash compensation is a combination of base salary and performance bonus:

Base Salary – Base salary generally represents a smaller percentage of portfolio manager total cash compensation than performance bonus.

Performance Bonus – Generally, the performance bonus represents more than a majority of portfolio manager total cash compensation.

The performance bonus is based on a combination of quantitative and qualitative factors, generally with more weight given to the former and less weight given to the latter.


The quantitative portion is primarily based on the pre-tax performance of accounts managed by the portfolio manager over a range of fixed-length time periods, intended to provide the ability to assess performance over time periods consistent with a full market cycle and a strategy’s investment horizon. The fixed-length time periods include the portfolio manager’s full tenure on each fund and, when available, ten-, five-, and three-year periods. For portfolio managers who have served for less than three years, shorter-term periods, including the one-year period, will also be considered, as will performance in previous roles, if any, held at the firm. Emphasis is generally placed on longer performance periods when multiple performance periods are available. Performance is evaluated across the full set of strategies and portfolios managed by a given portfolio manager, relative to appropriate peer group universes and/or representative indices (“benchmarks”). As of December 31, 2017, the following benchmarks were used to measure the following portfolio manager’s performance for the Fund:

 

Fund

  

Portfolio Manager

  

Benchmark(s)

MFS Government Markets Income Trust    Geoffrey Schechter   

Bloomberg Barclays U.S. Credit Bond Index

Bloomberg Barclays U.S. Government/Mortgage Bond Index

   Ward Brown    JPMorgan Emerging Markets Bond Index Global
   Robert Persons    Bloomberg Barclays U.S. Credit Bond Index
   Matt Ryan    JPMorgan Emerging Markets Bond Index Global

Benchmarks may include versions and components of indices, custom indices, and linked indices that combine performance of different indices for different portions of the time period, where appropriate.

The qualitative portion is based on the results of an annual internal peer review process (where portfolio managers are evaluated by other portfolio managers, analysts, and traders) and management’s assessment of overall portfolio manager contribution to the MFS investment process and the client experience (distinct from fund and other account performance).

The performance bonus is generally a combination of cash and a deferred cash award. A deferred cash award is issued for a cash value and becomes payable over a three-year vesting period if the portfolio manager remains in the continuous employ of MFS or its affiliates. During the vesting period, the value of the unfunded deferred cash award will fluctuate as though the portfolio manager had invested the cash value of the award in an MFS Fund(s) selected by the portfolio manager.

MFS Equity Plan – Portfolio managers also typically benefit from the opportunity to participate in the MFS Equity Plan. Equity interests are awarded by management, on a discretionary basis, taking into account tenure at MFS, contribution to the investment process, and other factors.

Finally, portfolio managers also participate in benefit plans (including a defined contribution plan and health and other insurance plans) and programs available generally to other employees of MFS. The percentage such benefits represent of any portfolio manager’s compensation depends upon the length of the individual’s tenure at MFS and salary level, as well as other factors.


Ownership of Fund Shares

The following table shows the dollar range of equity securities of the Fund beneficially owned by the Fund’s portfolio manager(s) as of the Fund’s fiscal year ended November 30, 2018. The following dollar ranges apply:

N. None

A. $1 – $10,000

B. $10,001 – $50,000

C. $50,001 – $100,000

D. $100,001 – $500,000

E. $500,001 – $1,000,000

F. Over $1,000,000

 

Name of Portfolio Manager

  

Dollar Range of Equity Securities in Fund

Geoffrey Schechter

   N

Ward Brown

   N

Robert Persons

   N

Matt Ryan

   N

Other Accounts

In addition to the Fund, each portfolio manager of the Fund is named as a portfolio manager of certain other accounts managed or sub-advised by MFS or an affiliate. The number and assets of these accounts were as follows as of the Fund’s fiscal year ended November 30, 2018:

 

     Registered Investment
Companies*
     Other Pooled
Investment Vehicles
     Other Accounts  

Name

   Number of
Accounts
     Total Assets      Number of
Accounts
     Total Assets      Number of
Accounts
     Total Assets  

Geoffrey Schechter

     14      $ 18.7 billion        4      $ 629.9 million        0        N/A  

Ward Brown

     7      $ 10.5 billion        5      $ 2.9 billion        3      $ 1.2 billion  

Robert Persons

     17      $ 28.5 billion        9      $ 3.8 billion        7      $ 974.2 million  

Matt Ryan

     9      $ 10.9 billion        6      $ 3.4 billion        3      $ 1.2 billion  

 

*

Includes the Fund

Advisory fees are not based upon performance of any of the accounts identified in the table above.

Potential Conflicts of Interest

MFS seeks to identify potential conflicts of interest resulting from a portfolio manager’s management of both the Fund and other accounts, and has adopted policies and procedures designed to address such potential conflicts.

The management of multiple funds and accounts (including proprietary accounts) gives rise to conflicts of interest if the funds and accounts have different objectives and strategies, benchmarks, time horizons and fees as a portfolio manager must allocate his or her time and investment ideas across multiple funds and accounts. In certain instances, there are securities which are suitable for the Fund’s portfolio as well as for accounts of MFS or its subsidiaries with similar investment objectives. MFS’ trade allocation policies may give rise to conflicts of interest if the Fund’s orders do not get fully executed or are delayed in getting executed due to being aggregated with those of other accounts of MFS or its subsidiaries. A portfolio manager may execute transactions for another fund or account that may adversely affect the value of the Fund’s investments. Investments selected for funds or accounts other than the Fund may outperform investments selected for the Fund.


When two or more clients are simultaneously engaged in the purchase or sale of the same security, the securities are allocated among clients in a manner believed by MFS to be fair and equitable to each. Allocations may be based on many factors and may not always be pro rata based on assets managed. The allocation methodology could have a detrimental effect on the price or volume of the security as far as the Fund is concerned.

MFS and/or a portfolio manager may have a financial incentive to allocate favorable or limited opportunity investments or structure the timing of investments to favor accounts other than the Fund, for instance, those that pay a higher advisory fee and/or have a performance adjustment and/or include an investment by the portfolio manager.

 

ITEM 9.

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

MFS Government Markets Income Trust

 

Period

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

12/01/17-12/31/17

     0        N/A        0        3,260,111  

1/01/18-1/31/18

     0        N/A        0        3,260,111  

2/01/18-2/28/18

     0        N/A        0        3,260,111  

3/01/18-3/31/18

     0        N/A        0        3,260,111  

4/01/18-4/30/18

     0        N/A        0        3,260,111  

5/01/18-5/31/18

     0        N/A        0        3,260,111  

6/01/18-6/30/18

     0        N/A        0        3,260,111  

7/01/18-7/31/18

     0        N/A        0        3,260,111  

8/01/18-8/31/18

     0        N/A        0        3,260,111  

9/01/18-9/30/18

     0        N/A        0        3,260,111  

10/1/18-10/31/18

     0        N/A        0        3,260,111  

11/1/18-11/30/18

     0        N/A        0        3,260,111  
  

 

 

       

 

 

    

Total

     0           0     
  

 

 

       

 

 

    

Note: The Board approved procedures to repurchase shares and reviews the results periodically. The notification to shareholders of the program is part of the semi-annual and annual reports sent to shareholders. These annual programs begin on October 1st of each year. The programs conform to the conditions of Rule 10b-18 of the Securities Exchange Act of 1934 and limit the aggregate number of shares that may be purchased in each annual period (October 1 through the following September 30) to 10% of the Registrant’s outstanding shares as of the first day of the plan year (October 1). The aggregate number of shares available for purchase for the October 1, 2018 plan year is 3,260,111.


ITEM 10.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

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

 

ITEM 11.

CONTROLS AND PROCEDURES.

 

(a)

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

 

(b)

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

 

ITEM 12.

DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

During the fiscal year ended November 30, 2018, there were no fees or income related to securities lending activities of the Registrant.


ITEM 13.

EXHIBITS.

 

(a)    (1)  

Any code of ethics, or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy the Item 2 requirements through filing of an exhibit: Attached hereto as EX-99.COE.

 

  (2)

A separate certification for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2(a) under the Act (17 CFR 270.30a-2): Attached hereto as EX-99.302CERT.

 

  (3)

Any written solicitation to purchase securities under Rule 23c-1 under the Act (17 CFR 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.

 

  (4)

Change in the registrant’s independent public accountant. Not applicable.

 

(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 as EX-99.906CERT.

 

(c)

Proxy Voting Policies and Procedures pursuant to Item 7 of Form N-CSR. Attached hereto as EX-99.PROXYPOL.

 

(d)

Notices to Trust’s common shareholders in accordance with Investment Company Act Section 19(a) and Rule 19a-1. Attached hereto as EX-99.19a-1.


Notice

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


SIGNATURES

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

Registrant: MFS GOVERNMENT MARKETS INCOME TRUST

 

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

Date: January 15, 2019

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

 

By (Signature and Title)*  

DAVID L. DILORENZO

 

David L. DiLorenzo, President

(Principal Executive Officer)

Date: January 15, 2019

 

By (Signature and Title)*  

JAMES O. YOST

 

James O. Yost, Treasurer

(Principal Financial Officer

and Accounting Officer)

Date: January 15, 2019

 

*

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