8-K - MCN - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)October 15, 2024 (October 15, 2024)

Madison Covered Call & Equity StrategyFund

(Exact name of registrant as specified in itscharter)

Delaware	811-21582	20-1379652
(State or other jurisdiction<br><br> <br>of incorporation)	(Commission<br><br> <br>File Number)	(IRS Employer<br><br> <br>Identification No.)
550 Science Drive, Madison, Wisconsin		53711
(Address of principal executive offices)		(Zip Code)

Registrants telephone number, including area

code (312) 374-6930

(Former name or former address, if changed sincelast report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the<br>Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the<br>Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under<br>the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under<br>the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares of Beneficial Interest	MCN	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events

Newly Constituted Board of Trustees

At a special meeting of shareholders held on October 15, 2024 (the “Special Meeting”), shareholders of Madison Covered Call & Equity Strategy Fund (the “Fund”) voted to elect five trustee nominees, including one of the Fund’s current trustees. The newly elected board of trustees includes Danielle Cupps, Gregory Dingens, Philip G. Franklin, Scott C. Jones and William Meyers (the “New Board”). The newly elected trustees and their term of service are described in detail in the Fund’s Proxy Statement filed with the Securities and Exchange Commission on August 7, 2024. It is expected that concurrent with the Transaction (as described herein), the Fund’s current board of trustees will resign and will be replaced by the New Board upon the closing of the Transaction, which is expected to occur in December 2024.

New Investment Advisory Agreement and New Sub-Advisory Agreement

Also at the Special Meeting, shareholders approved a new investment advisory agreement (the “New Advisory Agreement”) between the Fund and XA Investments LLC (“XAI”), and a new investment sub-advisory agreement (the “New Sub-Advisory Agreement” and together with the New Advisory Agreement, the “New Agreements”) among the Fund, XAI and Madison Asset Management, LLC (“Madison”).

Under the New Advisory Agreement, XAI will be responsible for the Fund’s overall management and investment strategy. Madison will continue, under the New Sub-Advisory Agreement, to provide day-to-day portfolio management for the Fund. The Fund’s investment strategy and overall fee structure to shareholders will remain unchanged.

The Transaction and Closing

The New Advisory Agreement and New Sub-Advisory Agreement will be entered into upon the closing of a transaction whereby Madison will transfer the books and records of the Fund to XAI (the “Transaction”). The Transaction is structured to comply with the non-exclusive safe harbor provisions of Section 15(f) of the 1940 Act, which allows an investment adviser to an investment company to receive payment in connection with the sale of an interest in the investment adviser which results in the assignment of an investment advisory contract with such investment company, if two conditions are satisfied. First, during the three-year period immediately following consummation of the Transaction, at least 75% of the Fund’s board must not be “interested persons” of the new or previous investment adviser. The Fund’s current board meets this requirement, as will the New Board at closing of the Transaction, with the expectation that the New Board will continue to meet this requirement for the required three-year period.

Fund Rebrand

In connection with the Transaction, the Fund will change its name to “XAI Madison Equity Premium Income Fund” upon the closing of the Transaction in December 2024. The Fund will continue to trade on the New York Stock Exchange under ticker symbol MCN.

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The information disclosed under this Item 8.01, including Exhibit 99.1 hereto, shall be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934.

Item 9.01 Financial Statements and Exhibits.

(d)	Exhibits
99.1	Press Release, dated October 15, 2024
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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MADISON COVERED CALL & EQUITY STRATEGY FUND
Date: October 15, 2024	By:	/s/ Steven J. Fredricks
	Name:	Steven J. Fredricks
	Title:	Chief Legal Officer & Chief Compliance Officer

Exhibit 99.1

Madison Covered Call & Equity Strategy Fund Announces ShareholderApproval of XA Investments as Investment Adviser and Madison Investments as Sub-Adviser; Fund to Rebrand as XAI Madison Equity PremiumIncome Fund

CHICAGO--(October 15, 2024)—During a special meeting on October 15, 2024 (the “Special Meeting”), shareholders of the Madison Covered Call & Equity Strategy Fund (NYSE: MCN) (“MCN” or the “Fund”) approved multiple important proposals:

·	A newly constituted slate of trustees to serve on the Fund’s board of trustees;
·	A new investment advisory agreement between the Fund and XA Investments, LLC (“XAI”) appointing XAI as the Fund’s<br>investment advisor (the “New Advisory Agreement”);
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·	A new investment sub-advisory agreement among the Fund, XAI and Madison Asset Management, LLC (“Madison”) appointing Madison<br>as the Fund’s investment sub-advisor (the “New Sub-Advisory Agreement”).
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The New Advisory and Sub-Advisory Agreements

Under the New Advisory Agreement, XAI will be responsible for the Fund’s overall management and investment strategy. Under the New Sub-Advisory Agreement, Madison will maintain responsibility for the Fund’s day-to-day portfolio management. The New Advisory Agreement and New Sub-Advisory Agreement will both be entered into on or around December 2, 2024. Importantly, the New Advisory Agreement and New Sub-Advisory Agreement will not result in any change in the day-to-day portfolio management of the Fund, the Fund’s management fees, or in the Fund’s investment objectives and principal investment policies.

Fund Rebrand and XAI Funds Platform

In connection with the New Advisory Agreement and New Sub-Advisory Agreement, the Fund will change its name from Madison Covered Call & Equity Strategy Fund to XAI Madison Equity Premium Income Fund. The Fund will continue to trade on the New York Stock Exchange under ticker symbol MCN and will adopt its new name in December 2024.

The Fund will join the XAI Funds platform, and will expand the number of closed-end funds currently on the XAI Funds platform to three: the Fund, the XAI Octagon Floating Rate & Alternative Income Trust (NYSE: XFLT), and the Octagon XAI CLO Income Fund (OCTIX). XAI continues to seek additional opportunities consistent with its mission of providing better products with better portfolio outcomes for investors.

Portfolio manager Ray Di Bernardo said, “We’ve been managing MCN for 20 years, seeking to deliver lower volatility and strong cashflows for shareholders. We are excited for the partnership with XA Investments and what it represents for the next phase of fund growth.”

“We are happy to welcome MCN and its shareholders to the XAI Funds platform,” said Kimberly Flynn, President of XAI. “XAI stands ready to serve the MCN shareholders and will seek to deliver four primary benefits to the shareholders: (i) scale efficiencies through creative and conventional growth in assets; (ii) continuity of the existing portfolio management team and principal investment strategy; (iii) enhanced investor relations; and (iv) dogged pursuit of improved secondary market trading.”

About Madison Covered Call & Equity Strategy Fund

Madison Covered Call & Equity Strategy Fund (NYSE: MCN) is an actively-managed closed-end fund that invests in a diversified portfolio of U.S. equity securities and is augmented by a covered call strategy that seeks to reduce volatility and generate attractive cash flows for shareholders. The Fund trades under ticker symbol MCN and celebrated 20 years of being listed on the New York Stock Exchange in July 2024.

About XA Investments

XA Investments LLC is a Chicago-based investment advisory firm founded by XMS Capital Partners in 2016. XAI serves as the investment adviser for both a listed closed-end fund and an interval closed-end fund, respectively the XAI Octagon Floating Rate & Alternative Income Trust (NYSE: XFLT) and the Octagon XAI CLO Income Fund (OCTIX).

In addition to investment advisory services, the firm also provides investment fund structuring and consulting services focused on registered closed-end funds to meet institutional client needs. XAI offers custom product build and consulting services, including product development and market research, sales, marketing and fund management.

XAI believes that the investing public can benefit from new vehicles to access a broad range of alternative investment strategies and managers. XAI provides individual investors with access to institutional-caliber alternative managers. For more information, please visit www.xainvestments.com.

About Madison Investments

Madison Investments is an independent investment management firm based in Madison, WI. The firm was founded in 1974, has approximately $28 billion in assets under management as of September 30, 2024, and is recognized as one of the nation’s top investment firms. Madison offers domestic fixed income, U.S. and international equity, covered call, multi-asset, insurance and credit union investment management strategies. For more information, please visit www.madisoninvestments.com.

Madison and/or Madison Investments is the unifying tradename of Madison Investment Holdings, Inc., Madison Asset Management, LLC, and Madison Investment Advisors, LLC. Madison Funds are distributed by MFD Distributor, LLC. Madison is registered as an investment adviser with the U.S. Securities and Exchange Commission. MFD Distributor, LLC is registered with the U.S. Securities and Exchange Commission as a broker-dealer and is a member firm of the Financial Industry Regulatory Authority (www.finra.org).

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XAI does not provide tax advice; please consult a professional tax advisor regarding your specific tax situation. Income may be subject to state and local taxes, as well as the federal alternative minimum tax.

Investors should consider the investment objectives and policies, risk considerations, charges and expenses of the Fund carefully before investing. For more information on the Fund, including shareholder reports, proxy and information statements and other information, please visit the SEC’s website at www.sec.gov.

This press release shall not constitute an offer to sell or a solicitation to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer or solicitation or sale would be unlawful prior to registration or qualification under the laws of such state or jurisdiction.

This press release contains certain statements that may include "forward-looking statements." Forward-looking statements can be identified by the words "may," "will," "intend," "expect," "estimate," "continue," "plan," "anticipate," and similar terms and the negatives of such terms. By their nature, all forward-looking statements involve risks and uncertainties, and actual results could differ materially from those contemplated by the forward-looking statements. Many factors that could materially affect the Fund’s actual results are the performance of the portfolio of securities held by the Fund, the conditions in the U.S. and international financial and other markets, the price at which the Fund’s shares trade in the public markets and other factors discussed in the Fund’s annual and semi-annual reports filed with the SEC.

Although the Fund believes that the expectations expressed in such forward-looking statements are reasonable, actual results could differ materially from those expressed or implied in such forward-looking statements. The Fund’s future financial condition and results of operations, as well as any forward-looking statements, are subject to change and are subject to inherent risks and uncertainties. You are cautioned not to place undue reliance on these forward-looking statements, which are made as of the date of this press release. Except for the Fund’s ongoing obligations under the federal securities laws, the Fund does not intend, and the Fund undertakes no obligation, to update any forward-looking statement.

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Contact

Kimberly Flynn, President

XA Investments LLC

Phone: 888-903-3358

Email: KFlynn@xainvestments.com