As a reminder to all of our valued shareholders, please review the proxy materials and vote on the proposals.

For any questions, please call us toll-free at 866-461-4745.

PROXY STATEMENT – August 7, 2024

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”).

Every vote is important

We encourage you as a shareholder to participate in your Fund’s governance by returning your vote as soon as possible. To vote by mail, please mark, sign, date, and mail the proxy card you received. To vote by telephone or internet, please refer to instructions found on the proxy card you received.

For any questions related to the Proxy Statement or proxy card, please contact our proxy solicitor, Computershare, toll-free at 1-866-679-6748.

To view the Special Meeting Notice and Proxy Statement for the upcoming meeting of shareholders on October 15, 2024, please click on the link below.