|
CUSIP No. 552939100
|
SCHEDULE 13G/A
|
Page 3
of 8 Pages
|
| |
|
|
|
|
|
1
|
NAME OF REPORTING PERSONS
The Walt Disney Company Retirement Plan Master Trust
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
|
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
3,170,994
|
|
6
|
SHARED VOTING POWER
0
|
|
7
|
SOLE DISPOSITIVE POWER
3,170,994
|
|
8
|
SHARED DISPOSITIVE POWER
0
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,170,994
|
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.7%
|
|
12
|
TYPE OF REPORTING PERSON
EP
|
|
CUSIP No. 552939100
|
SCHEDULE 13G/A
|
Page 4
of 8 Pages
|
| Item 1. | | (a) Name of Issuer |
MFS Government Markets Income Trust
| | (b) Address of Issuer’s Principal
Executive Offices |
111 Huntington Avenue
Boston,
Massachusetts 02199
| Item 2. | | (a) Name of Person Filing |
1607
Captial Partners, LLC
The
Walt Disney Company Retirement Plan Master Trust
| | (b) Address
of Principal Business Office, or, if none, Residence |
1607
Capital Partners, LLC
13 S. 13th Street, Suite 400
Richmond, Virginia 23219
The
Walt Disney Company Retirement Plan Master Trust
500
South Buena Vista Street
Burbank, CA 91521-050
Please
refer to Item 4 on each cover sheet for each filing person
| | | (d) Title of Class of Securities |
Closed-End
Mutual Fund
552939100
|
CUSIP No. 552939100
|
SCHEDULE 13G/A
|
Page 5
of 8 Pages
|
| |
Item 3. If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| |
(a) |
¨ |
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
| |
| |
(b) |
¨ |
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| |
| |
(c) |
¨ |
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| |
| |
(d) |
¨ |
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| |
| |
(e) |
x |
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
| |
| |
(f) |
x |
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
| |
| |
(g) |
¨ |
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
| |
| |
(h) |
¨ |
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| |
| |
(i) |
¨ |
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| |
| |
(j) |
¨ |
A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); |
| |
| |
(k) |
x |
A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J),
please specify the type of institution: |
| |
|
|
|
|
CUSIP
No. 552939100
|
SCHEDULE 13G/A
|
Page
6 of 8 Pages
|
Item
4. Ownership
Provide the following information
regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
1607 Capital Partners, LLC, an investment adviser, is the beneficial owner of these shares based on having voting power which
includes the power to vote, or to direct the voting of, such security and investment power which includes the power to dispose,
or to direct the disposition of, such security. The Walt Disney Company Retirement Plan Master Trust is a client of 1607 Capital
Partners, LLC and is the beneficial owner of shares solely due to being able to terminate without condition the investment
management agreement with 1607 Capital Partners, LLC in less than sixty days.
1607
Capital Partners, LLC
(a) Amount beneficially
owned: 4,970,962
(b) Percent of class: 15.3%
(c) Number of shares as to which
the person has:
(i) Sole power to vote
or to direct the vote: 4,970,962
(ii) Shared power to vote
or to direct the vote: 0
(iii) Sole power to dispose
or to direct the disposition of: 4,970,962
(iv) Shared
power to dispose or to direct the disposition of: 0
The Walt
Disney Company Retirement Plan Master Trust
(a) Amount beneficially
owned: 3,170,994
(b) Percent of class: 9.7%
(c) Number of shares as to which
the person has:
(i) Sole power to vote
or to direct the vote: 3,170,994
(ii) Shared power to vote
or to direct the vote: 0
(iii) Sole power to dispose
or to direct the disposition of: 3,170,994
(iv) Shared power to dispose
or to direct the disposition of: 0
Item
5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than 5 percent of the class of securities, check the following [ ].
Item
6. Ownership of More Than Five Percent on Behalf of Another Person
1607 Capital Partners' clients that hold these securities in their investment advisory accounts managed by 1607 Capital Partners, LLC
have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the securities reported
herein. The Walt Disney Company Retirement Plan Master Trust is the only client account that has an interest in the securities reported
herein that exceeds 5%.
Item
7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent
Holding Company or Control Person
Not Applicable
Item
8. Identification and Classification of Members of the Group
Not Applicable
Item
9. Notice of Dissolution of Group
Not Applicable
Item
10. Certification
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held
in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant
in any transaction having that purpose or effect.
|
CUSIP No. 552939100
|
SCHEDULE 13G/A
|
Page 7
of 8 Pages
|
SIGNATURE
After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 8, 2024
| |
1607 Capital Partners, LLC |
| |
|
|
|
| |
By: |
/s/ Kevin Rutherford |
| |
|
Name: |
Kevin Rutherford |
| |
|
Title: |
Chief Compliance Officer |
|
|
|
|
| |
The Walt Disney Company Retirement Plan Master Trust |
| |
|
|
|
| |
By: |
/s/
Melody Lim |
| |
|
Name: |
Melody Lim |
| |
|
Title: |
VP, Pension & Investments |
|
CUSIP No. 552939100
|
SCHEDULE 13G/A
|
Page 8
of 8 Pages
|
JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on SCHEDULE 13G/A is filed on behalf of each of the undersigned
and that all subsequent amendments to this statement on SCHEDULE 13G/A shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained
therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to
the extent that he or it knows or has reason to believe that such information is inaccurate.
This agreement may be executed in multiple counterparts, each of which shall constitute an original, one and the same instrument.
Date: February 8, 2024