Madison Covered Call & Equity Strategy Fund

This Proxy Statement is solicited by the Board of Trustees (the “Current Board”) of Madison Covered Call & Equity Strategy Fund (the “Fund”) for voting at a special meeting of shareholders of the Fund to be held on October 15, 2024, at 9:00 a.m., local time, at the offices of the Fund’s investment adviser, Madison Asset Management, LLC (“Madison”), 550 Science Drive, Madison, Wisconsin 53711 (the “Meeting”). The Fund is a Delaware statutory trust and registered as an investment company under the Investment Company Act of 1940, as amended (the “1940 Act”). The Proposals described in this Proxy Statement that require shareholder approval are as follows:

1. Proposal 1: To approve a new investment advisory agreement between the Fund and XA Investments LLC (“XAI”), the proposed new investment adviser to the Fund (the “New Advisory Agreement”).

2. Proposal 2: To approve a new subadvisory agreement among the Fund, XAI and Madison, the proposed new subadviser to the Fund (the “New Subadvisory Agreement”).

3. Proposal 3: To elect five 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”).

Shareholders of record at the close of business on July 22, 2024, are entitled to notice of and to vote at the Meeting and at any postponements or adjournments thereof. We anticipate that the Notice of Special Meeting of Shareholders and the accompanying Proxy Statement and proxy card will be mailed to shareholders beginning on or about August 7, 2024.