4. The
Offer is conditioned upon, among other things, (a) that each of BIGP’s nominees
for election to the Board of Trustees of MGF, as set forth in the preliminary
proxy statement filed by BIGP on September 11, 2007, be duly elected at the
2007
Annual Meeting of Shareholders of MGF, (b) certain legal actions and proceedings
which would prohibit or adversely affect consummation of the
Offer, (c) the existence of a competing tender offer, (d) a material
change with respect to MGF’s or BIGP’s financial condition, (e) certain changes
in the financial markets, and (f) BIGP’s agreement with MGF to terminate the
Offer. Furthermore, BIGP is not obligated to purchase any Shares
which are validly tendered if, among other things, there is a material adverse
change in MGF or its business. The Offer is also subject to the other
conditions as set forth in the Offer to Purchase. See the
Introduction and Sections 11 and 14 of the Offer to Purchase.
5. BIGP
will charge a fee of $50 for processing each Letter of
Transmittal. Other than such fee, tendering shareholders will not be
obligated to pay brokerage fees or commissions or, subject to Instruction 7
of
the Letter of Transmittal, stock transfer taxes on the transfer and sale of
Shares pursuant to the Offer.
If
you
wish to have us tender any or all of your Shares, please so instruct us by
completing, executing and returning to us the instruction form on the reverse
side of this letter hereof. An envelope to return your instructions
to us is enclosed. If you authorize tender of your Shares, all such
Shares will be tendered unless otherwise specified on the reverse side of this
letter hereof. Your instructions should be forwarded to us in
ample time to permit us to submit a tender on your behalf by the expiration
of
the Offer.
Instructions
with Respect to the 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
The
undersigned acknowledge(s) receipt of your letter, the enclosed Offer to
Purchase, dated September 11, 2007, and the related Letter of Transmittal (which
together, as may be supplemented or amended from time to time, constitute the
“Offer”), in connection with the offer by Bulldog Investors General Partnership,
a New York general partnership, 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, at a price
equal 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,
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.
This
will
instruct you to instruct your nominee to tender the number of Shares indicated
below (or, if no number is indicated below, all Shares) that are held for the
account of the undersigned, upon the terms and subject to the conditions set
forth in the Offer.
NUMBER
OF SHARES TO BE TENDERED*
|
|
|
Shares
|
|
| |
|
|
|
|
Certificate
Nos. (if available):
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
Account
Number:
|
|
|
|
|
|
|
Taxpayer
Identification or Social Security Number(s):
*
Unless
otherwise indicated, it will be assumed that all Shares held by us for your
account are to be tendered.
SIGN
BELOW:
Signature(s)
Please
Type or Print Name(s) Below:
Please
Type or Print Address(es) Below:
Please
Type or Print Area Code and Telephone Number(s):