Madison Covered Call & Equity Strategy Fund

DEF 14A 1 a2024mcnspecialmeetingprox.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

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Dear Shareholder:

Thank you for your continued ownership of the Madison Covered Call & Equity Strategy Fund (the “Fund” or “MCN”). We greatly value the trust you place in us to oversee your investment in the Fund and your ongoing interest in the Fund’s operations and governance.

We are writing regarding three important matters, which will be considered for approval at a special meeting of the Fund’s shareholders on October 15, 2024 (the “Meeting”).

Madison Asset Management, LLC (“Madison”) has agreed to an arrangement whereby XA Investments LLC (“XAI”) will become the adviser of the Fund, and Madison will become the subadviser of the Fund, subject to approval by shareholders. If approved by shareholders, Madison will continue to manage the Fund’s portfolio pursuant to its existing investment strategy. To that effect, the Fund has called the Meeting for shareholders to vote on the following proposals (collectively, the “Proposals”):

1. A new investment advisory agreement between the Fund and XAI, pursuant to which XAI will serve as the investment adviser to the Fund (the “New Advisory Agreement”);

2. A new subadvisory agreement among the Fund, XAI and Madison, pursuant to which Madison will serve as the subadviser to the Fund (the “New Subadvisory Agreement”); and

3. A newly constituted slate of trustees to serve on the Fund’s board of trustees, consisting of one Class I trustee, two Class II trustees and two Class III trustees (the “New Trustees” or “New Board”).

Importantly, the Fund’s portfolio management team, investment objectives, principal investment policies and management fees will not change as a result of the Proposals. The Board of Trustees has approved all three of the Proposals and recommends that you vote FOR the Proposals. Given his role on the current Board of Trustees and his proposed role on the New Board, Mr. Jones agreed to recuse himself from all deliberations regarding the Proposals, which were approved by all of the remaining Trustees on the current Board. The Questions-and-Answers section that follows discusses the Proposals, and the Proxy Statement itself provides greater detail about the Proposals.

Shareholders of the Fund at the close of business on the record date, July 22, 2024, are entitled to vote at the Meeting and any adjournments, postponements or delays thereof. The Meeting will be held at the offices of Madison, 550 Science Drive, Madison, Wisconsin 53711, on October 15, 2024, at 9:00 a.m. local time. You may attend the Meeting in person and vote at the Meeting on October 15, 2024, or you may authorize your vote by proxy using one of the following options: