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EXHIBIT
(a)(1)(D)
Offer
to Purchase for Cash
Up
To 5,000,000 Shares of Common Stock
Of
MFS
Government Markets Income Trust
At
96.25%
of Net Asset Value Per Share
By
Bulldog
Investors General Partnership
&
#160; September
11, 2007
To
Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees:
Bulldog
Investors General Partnership, a New York general partnership (“BIGP”), is
making an offer to purchase up to 5,000,000 of the outstanding shares (the
“Shares”) of common stock, no par value per share, of MFS Government Markets
Income Trust, a business trust organized in Massachusetts (“MGF”), at a price
equal to 96.25% of the net asset value per Share determined as of the close
of
the regular trading session of the New York Stock Exchange, on the Expiration
Date (defined below), net to the seller in cash (subject to a $50 processing
fee
that BIGP will charge for processing each Letter of Transmittal, applicable
withholding taxes and any brokerage fees that may apply), without interest
thereon, upon the terms and subject to the conditions set forth in the Offer
to
Purchase, dated September 11, 2007 (the “Offer to Purchase”), and in the related
Letter of Transmittal, as each may be supplemented or amended from time to
time
(which together constitute the “Offer”).
For
your
information and for forwarding to your clients for whom you hold Shares
registered in your name or in the name of your nominee, we are enclosing the
following documents:
1. Offer
to Purchase, dated September 11, 2007;
2. Letter
of Transmittal, including a Substitute Form W-9, for your use and for the
information of your clients;
3. Notice
of Guaranteed Delivery, to be used to accept the Offer if the Shares and all
other required documents cannot be delivered to BIGP by the Expiration
Date;
4. A
form of letter which may be sent to your clients for whose accounts you hold
Shares registered in your name or in the name of your nominee, with space
provided for obtaining such clients’ instructions with regard to the
Offer;
5. Guidelines
for Certification of Taxpayer Identification Number on Substitute Form W-9
providing information relating to backup federal income tax withholding;
and
6. Return
envelope addressed to BIGP.
WE
URGE
YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE.
THE
OFFER
EXPIRES AT 5:00 P.M., NEW YORK CITY TIME, ON NOVEMBER 9, 2007 (THE
“EXPIRATION DATE”), UNLESS THE OFFER IS EXTENDED. SHARES TENDERED
UNDER THE OFFER MAY BE WITHDRAWN AT ANY TIME ON OR BEFORE THE EXPIRATION DATE
AND, UNLESS THERETOFORE ACCEPTED FOR PAYMENT AS PROVIDED HEREIN, MAY ALSO BE
WITHDRAWN AT ANY TIME PRIOR
TO ACCEPTANCE FOR
PAYMENT.
BIGP
will
not pay any fees or commissions to any broker, dealer or other person for
soliciting tenders of Shares pursuant to the Offer. BIGP will,
however, upon request, reimburse brokers, dealers, banks and trust companies
for
reasonable and necessary costs and expenses incurred by them in forwarding
materials to their customers. BIGP will pay any stock transfer taxes
incident to the transfer to it of validly tendered Shares, except as otherwise
provided in Instruction 7 of the Letter of Transmittal.
In
order
to accept the Offer, a duly executed and properly completed Letter of
Transmittal and any required signature guarantees, or an Agent’s Message (as
defined in the Offer to Purchase) in connection with a book-entry delivery
of
Shares, and any other required documents, must be received by BIGP
by 5:00 p.m., New York City time, on November 9, 2007.
Any
inquiries you may have with respect to the Offer should be addressed to, and
additional copies of the enclosed materials may be obtained from, BIGP at the
address and telephone number set forth on the back cover of the Offer to
Purchase.
Very
truly yours,
Bulldog
Investors General Partnership
NOTHING
CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU AS THE AGENT
OF BIGP OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY
STATEMENT ON BEHALF OF BIGP IN CONNECTION WITH THE OFFER OTHER THAN THE
DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.