MCN DEF 14A DEF-14A Report July 22, 2024 | Alphaminr
Madison Covered Call & Equity Strategy Fund
ALPHAMINR

MCN DEF 14A Report ended July 22, 2024

CIK: 1289868
Filing Type: PRE 14A
Report Date: 2024-07-22
Download URL: https://www.sec.gov/Archives/edgar/data/1289868/000128986824000006/a2024mcnspecialmeetingprox.htm
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TABLE OF CONTENTS
5/31/2024 5/31/2024 5/31/2024 5/31/2024 5/31/2024Since Inception MCN Total Returns 1 Year Annualized Total Return1 3 Year Annualized Total Return1 5 Year Annualized Total Return1 10 Year Annualized Total Return1 ITD Annualized Total ReturnNAV Return10.62%6.08%10.99%6.46%5.47%Price Return8.22%6.02%13.99%8.39%6.08%S&P 500 TR USD28.17%9.56%15.49%12.69%10.40%CBOE S&P 500 BuyWrite BXM RP USD9.26%5.12%5.97%5.60%5.54% NAV Return 10.62% 6.08% 10.99% 6.46% 5.47% Price Return 8.22% 6.02% 13.99% 8.39% 6.08% S&P 500 TR USD 28.17% 9.56% 15.49% 12.69% 10.40% CBOE S&P 500 BuyWrite BXM RP USD 9.26% 5.12% 5.97% 5.60% 5.54% MCN Average Daily Trading Volume(as of 5/31/24) Current 30 Day Average LTM Average 36 Month Average Average Since Inception INTRODUCTION PROPOSAL 1: APPROVAL OF NEW ADVISORY AGREEMENT Background Section 15(f) of the 1940 Act Comparison of New Advisory Agreement and Existing Advisory Agreement Board of Trustees Evaluation of the New Advisory Agreement Consequences of Shareholders not approving the New Advisory Agreement Recommendation of the Board of Trustees PROPOSAL 2: APPROVAL OF NEW SUBADVISORY AGREEMENT Background Discussion of the Terms of the New Subadvisory Agreement Board of Trustees Evaluation of the New Subadvisory Agreement Consequences of Shareholders not approving the New Advisory Agreement Recommendation of the Board of Trustees PROPOSAL 3: ELECTION OF NEW TRUSTEES Background Nominees for the New Board of Trustees Experience and Qualifications of the Nominees Proposed New Executive Officers of the Fund Information about the Current Board of Trustees Current Executive Officers of the Fund Current Board Committees, Leadership Structure and Risk Oversight New Board Proposed Committees, Leadership Structure and Risk Oversight Board Compensation Board Transactions with Fund Affiliates Consequences of Shareholders not approving the New Board Recommendation of the Board of Trustees ADDITIONAL INFORMATION Information about the Fund Information about Madison Information about XAI Information about Independent Registered Public Accounting Firm Voting Information Votes Required to Pass the Proposals No Dissenters Rights Security Ownership of Management, Trustees and Principal Shareholders Section 16 Beneficial Ownership Reporting Compliance Householding Shareholder Proposals for Subsequent Meetings Other Matters to Come Before the Meeting EXHIBIT A - NEW INVESTMENT ADVISORY AGREEMENT A-1 EXHIBIT B - NEW SUBADVISORY AGREEMENT B-1 EXHIBIT C - OTHER FUNDS WITH SIMILAR INVESTMENT OBJECTIVES C-1 Average Daily Managed Assets Sub-Adviser Percentage of Management Fees/(Fee Rate) Type of Fee Split First $175 million 55% / (0.44%) Absolute Greater than $175 million and up to $250 million 50% / (0.40%) Blended Over $250 million* 50% / (0.40%) Absolute Name and Yearof BirthPosition(s) Held with Fund and Length of Time ServedPrincipal Occupation(s)During the Past Five YearsNumber of Portfolios Overseen in XAI Fund Complex, if Elected(1)Other Directorshipsheld by TrusteeIndependent Trustee Nominee- Class ITo Serve until 2027 Annual Meeting Position(s) Held with Fund and Length of Time Served Principal Occupation(s)During the Past Five YearsNumber of Portfolios Overseen in XAI Fund Complex, if Elected(1)Other Directorshipsheld by TrusteeIndependent Trustee Nominee- Class ITo Serve until 2027 Annual Meeting Number of Portfolios Overseen in XAI Fund Complex, if Elected(1) Other Directorshipsheld by Trustee Independent Trustee Nominee- Class I To Serve until 2027 Annual Meeting Name and Yearof BirthPosition(s) Held with Fund and Length of Time ServedPrincipal Occupation(s)During the Past Five YearsNumber of Portfolios Overseen in XAI Fund Complex, if Elected(1)Other Directorshipsheld by TrusteeDanielle Cupps 1970NoneRetired. Formerly, Director, Digital Customer Engagement, McDonalds Corporation (2019-2022); Managing Director, Kinzie Capital Partners (2018) (private equity); Managing Director, BLG Capital Advisors (2016-2018) (family office); Director, Finance and Chief of Staff to CFO, Boeing Company (2006-2012).3NoneIndependent Trustee Nominee- Class IITo Serve until 2025 Annual MeetingGregory Dingens 1964NoneExecutive Vice President, Monroe Financial Partners, Inc. (2006-present) (investment banking and trading); Member, Siena Capital Partners GP LLC (2006-present) (private investment fund); Director, Qwickrate LLC (2012-present) (online marketplace for financial institutions).3None22Name and Yearof BirthPosition(s) Held with Fund and Length of Time ServedPrincipal Occupation(s)During the Past Five YearsNumber of Portfolios Overseen in XAI Fund Complex, if Elected(1)Other Directorshipsheld by TrusteePhilip G. Franklin 1951NoneRetired. Formerly, Chief Financial Officer and Executive Vice President, Littelfuse, Inc. (1998-2016) (electronics components).3TTM Technologies Inc. (2011-present); Chairman, Tribune Publishing Company (Tronc, Inc.) (2014-2021).Independent Trustee Nominee- Class IIITo Serve until 2026 Annual MeetingScott C. Jones 1962Trustee(since 2021)(2)Director, Carne Global Financial Services (US) LLC (2013-present); Managing Director, Park Agency, Inc. (2020-present) (investment firm).3Madison Funds (14 open end funds managed by Madison) (2019-present); Manager Directed Portfolios, a U.S. Bancorp series trust (9 open end funds) (2016-present).Interested Trustee Nominee- Class IIITo Serve until 2026 Annual Meeting23Name and Yearof BirthPosition(s) Held with Fund and Length of Time ServedPrincipal Occupation(s)During the Past Five YearsNumber of Portfolios Overseen in XAI Fund Complex, if Elected(1)Other Directorshipsheld by TrusteeWilliam Meyers(3)1966NonePresident of Riivendell Financial Group, LLC (2021-present).Formerly, Senior Advisor at XA Investments, LLC (2021-2023); Senior Managing Director (2017-2020) of Nuveen Securities, LLC and Nuveen Fund Advisors, LLC.3None(1) The term XAI Fund Complex refers to the following registered investment companies: (i) the XAI Octagon Floating Rate & Alternative Income Trust, (ii) the Octagon XAI CLO Income Fund, and (iii) assuming shareholder approval of the Proposals, the Fund.(2) Mr. Jones currently serves as a trustee of the Fund.(3) Mr. Meyers will be an interested person of the Fund because of his prior position as a Senior Adviser of XAI.Experience and Qualifications of the NomineesThe Current Board has determined that each nominee should be elected as a New Trustee of the Fund based on several factors (none of which alone is determinative). The Current Board believes that the New Trustees have balanced and diverse experiences, skills, attributes and qualifications, which will allow the New Board to operate effectively in governing the Fund and protecting the interests of shareholders. Among the factors the Current Board considered when concluding that each nominee should serve on the New Board were the following: availability and commitment to attend meetings and perform the responsibilities of a trustee; personal and professional background; educational background; financial expertise; ability to review critically, evaluate and discuss information provided to them; and ability to interact effectively with XAI, Madison, other service providers, and each other. Each nominees ability to perform his or her duties effectively is evidenced by professional accomplishments and prior or current management positions and experience. Furthermore, with respect to Mr. Jones, the Current Board considered his tenure on the Current Board and his familiarity with the Fund and Madison, as well as XAI.Following is a summary of various qualifications, experiences and skills of each nominee (in addition to business experience during the past five years as set forth in the table above) that contributed to the Current Boards conclusion that each individual should serve on the New Board. References to the qualifications, attributes and skills of the New Trustees do not constitute the 24holding out of any New Trustee as being an expert under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the SEC.Independent Trustee NomineesDanielle Cupps. Ms. Cupps has experience as a Director of CEO & Financial Communications, at McDonalds Corporation, Managing Director at Kinzie Capital Partners, a private equity firm, Managing Director at BLG Capital Advisors, a family office managing a global portfolio of alternative assets, in various roles, including Director of Corporate and Strategic Development and Chief of Staff in the Office of the Chief Financial Officer, at Boeing Company, Vice President at Code Hennessy & Simmons LLC, a private equity firm, and Associate in the private equity funds group at Goldman, Sachs & Co. Ms. Cupps is experienced in financial, regulatory and investment matters.Gregory Dingens. Mr. Dingens has over 25 years of investment management experience, including as Executive Vice President of Monroe Financial Partners, Inc., Member of Siena Capital Partners, a private investment fund, director of Qwickrate LLC, and Managing Director at both Lehman Brothers and Merrill Lynch. Mr. Dingens is experienced in financial, regulatory and investment matters.Philip Franklin. Mr. Franklin has experience as Chairman of Tribune Publishing Company, Chief Financial Officer and Executive Vice President of Littelfuse, Inc. and Chief Financial Officer and Vice President at OmniQuip International. Mr. Franklin is experienced in financial, accounting and regulatory matters.Scott Craven Jones. Mr. Jones has experience as a director at Carne Global Financial Services (US) LLC, Chief Operating Officer, Chief Financial Officer and Treasurer of Aurora Investment Management LLC, Executive Vice President and Chief Administrative Officer of Calamos Asset Management, Inc., Managing Director at Northern Trust Global Investments, in various roles at Nuveen Investments and as a trustee at various other fund complexes. Mr. Jones is experienced in financial, accounting, regulatory and investment matters.Interested Trustee NomineeWilliam Meyers. Mr. Meyers has over 35 years of investment management experience, including as President of Riivendell Financial Group, LLC, Senior Advisor at XA Investments, LLC, Senior Managing Director and Managing Director of Nuveen Securities, LLC and Nuveen Fund Advisors, LLC and Senior Vice President of Nuveen. Mr. Meyers is experienced in financial, regulatory and investment matters.Proposed New Executive Officers of the FundSet forth below is information concerning the persons who are anticipated to be elected as executive officers of the Fund by the New Board following the Closing Date. Officers serve at the pleasure of the board and until their successors are appointed and qualified or until their earlier resignation or 25removal. The business address of each person listed below is 321 North Clark Street, Suite 2430, Chicago, Illinois 60654, unless otherwise stated.Name and Year of BirthProposed Position(s) with the FundPrincipal Occupation(s) During the Past Five YearsTheodore J. Brombach1963President and Chief Executive OfficerCo-Chief Executive Officer of XAI (2016-present); Co-Founding Partner of XMS Capital Partners, LLC (2006-present).Kimberly Ann Flynn 1977Vice PresidentPresident, XAI (2024-present); Managing Director, XAI (2016-2024); Senior Vice President, Head of Product Development (2013-2016), Vice President (2009-2013), Assistant Vice President (2007-2009) and Associate (2004-2007), Nuveen Investments. Benjamin D. McCulloch 1981Chief Legal Officer and SecretaryGeneral Counsel & Managing Director, XAI (2019-present); Chief Compliance Officer, XAI (2021-present); Associate, Drinker Biddle & Reath LLP (2015-2019); Associate Counsel, First Trust Portfolios LP (2012-2015). Derek Mullins(1) 1973Chief Financial Officer and TreasurerManaging Partner, PINE Advisor Solutions, LLC (2018-present); Chief Financial Officer and Treasurer, Destra Investment Trust (2 portfolios) (2018-present); Chief Financial Officer and Treasurer, BlueBay Destra International & Event-Driven Credit Fund (2018-present); Chief Financial Officer and Treasurer, Destra Multi-Alternative Fund (2018-present); Chief Financial Officer and Treasurer, Primark Private Equity Investments Fund (2020-present); Chief Financial Officer and Treasurer, Bow River Capital Evergreen Fund (2020-present); Chief Financial Officer and Treasurer, Forum Real Estate Income Fund (2021-present).John Yogi Spence1962Vice PresidentCo-Chief Executive Officer, XAI (2016-present); Co-Founding Partner, XMS Capital Partners, LLC (2006-present).26Name and Year of BirthProposed Position(s) with the FundPrincipal Occupation(s) During the Past Five YearsRandi Roessler(1) 1981Chief Compliance OfficerDirector, PINE Advisor Solutions, LLC (2023-present); Chief Compliance Officer, Destra Investment Trust (2 portfolios) (2023-present); Chief Compliance Officer, BlueBay Destra International & Event-Driven Credit Fund (2023-present); Chief Compliance Officer, Destra Multi-Alternative Fund (2023-present); Chief Compliance Officer, ONEFUND Trust (2023-present); Chief Compliance Officer, Boston Trust Walden Funds (10 portfolios) (2023-present); Chief Compliance Officer, IDX Funds (2 portfolios) (2023-present); Chief Compliance Officer, Davis Selected Advisers, L.P., Davis Funds, Selected Funds, the Clipper Fund Trust, the Davis Fundamental ETF Trust, and Davis Distributors, LLC (2018-2023).(1) The business address of this person is: c/o PINE Advisors, LLC, 501 S. Cherry St., Suite 1090, Denver, CO 80246.Information about the Current Board of TrusteesSet forth below is information concerning the members of the Current Board, each of whom (with the exception of Mr. Jones) will resign upon the election of the New Trustees, which resignation shall be effective as of the Closing Date. The mailing address for each member of the Current Board is 550 Science Drive, Madison, Wisconsin 53711, except that Mr. Jones mailing address is 321 North Clark Street, Suite 2430, Chicago, Illinois 60654.Name and Year of BirthPosition(s) Held with Fund and Length of Time ServedPrincipal Occupation(s)During the Past Five YearsNumber of Portfolios Overseen inMadison Fund Complex (1)Other Directorshipsheld by TrusteeIndependent TrusteesRichard E. Struthers1952Class I Trustee, since 2017; current term ends 2026Clearwater Capital Management (investment advisory firm), Naples, FL, Chair and Chief Executive Officer, 1998 Present.34Madison Funds (15 open end funds) and Ultra Series Fund (14 open end funds), 2004 Present; Madison ETFs (4 open end funds), June 2023 Present.27Name and Year of BirthPosition(s) Held with Fund and Length of Time ServedPrincipal Occupation(s)During the Past Five YearsNumber of Portfolios Overseen inMadison Fund Complex (1)Other Directorshipsheld by TrusteeScott C. Jones1962Class II Trustee, since 2021; current term ends 2027See Mr. Jones biographical information in table above under the heading New Board of Trustees Nominees.16See Mr. Jones biographical information in table above under the heading New Board of Trustees Nominees.Steven P. Riege1954Class III Trustee, since 2015; current term ends 2025Ovation Leadership (management consulting), Milwaukee, WI, Owner/President, 2001 Present.Madison Funds (15 open end funds) and Ultra Series Fund (14 open end funds), 2005 Present; Madison ETFs (4 open end funds), June 2023 PresentInterested TrusteesJill M. Friedow(2)1964Class II Trustee, since 2023; current term ends 2027Vice President, 2023 PresentMadison Investment Holdings, Inc. (MIH), Madison Investment Advisors, LLC (MIA) and Madison Asset Management, LLC (Madison), Chief Technology Officer & Director of Operations, 2019-Present; Vice President & Director of Operations, 2010 - 2019; Vice President & Operations Manager, 2003-2010; Operations Manager, 1999-2003.30Madison Funds (15 open end funds) and Ultra Series Fund (14 open end funds), 2023 Present.(1) The term Madison Fund Complex refers to (i) the Madison Funds with 15 portfolios, (ii) the Ultra Series Fund with 14 portfolios, (iii) the Madison ETFs Trust with 4 active portfolios, and (iv) the Fund.(2) Ms. Friedow is an interested person of the Fund because of her position with Madison.For the Funds last fiscal year, the Current Board met five times. Each member of the Current Board attended 100% of the board meetings and the meetings of the board committees on which the trustee served during such period. Shareholders wishing to communicate with the Current Board or individual trustees should send such correspondence to the offices of Madison, 28550 Science Drive, Madison, Wisconsin 53711, c/o MCN, Secretary. Shareholder communications will be sent directly to the applicable board member(s). The Fund currently does not have a policy with respect to board members attendance at shareholder meetings.Current Executive Officers of the FundThe following table sets forth information concerning the current executive officers of the Fund, each of whom is expected to resign following the Closing of the Transaction, as the New Board is expected to appoint executive officers from the XAI organization and/or service providers to XAI. Jill Friedow is a Vice President of the Fund, and her biographical information is provided under the heading Information about the Current Board of Trustees, above. The mailing address for each current executive officer is 550 Science Drive, Madison, Wisconsin 53711.Name and Year of BirthPosition(s) Held with FundTerm of Office and Length of Time ServedPrincipal Occupation(s) During Past Five YearsPatrick F. Ryan1979PresidentSince March 2020Madison and MIA, Head of Multi-Asset Solutions and Portfolio Manager, 2018 Present; Madison Funds and Ultra Series Fund, President, March 2020 - Present; Madison ETFs, President, June 2023 PresentSteve J. Fredricks1970Chief Compliance Officer and Assistant SecretarySince 2018Madison and MIA, Chief Legal Officer, March 2020 Present and Chief Compliance Officer, 2018 Present; Madison Funds and Ultra Series Fund, Chief Compliance Officer and Assistant Secretary, 2018 - Present; Madison ETFs, Compliance Officer and Assistant Secretary, June 2023 Present; Jackson National Asset Management, LLC, Senior Vice President and Chief Compliance Officer, 2005 2018Greg D. Hoppe1969Vice President;Chief Financial OfficerSince March 2020; Since 2019MIH and MIA, Vice President, 1999 - Present; Madison, Vice President, 2009 Present; Madison Funds and Ultra Series Fund, Chief Financial Officer, 2019 - Present; Madison ETFs, Chief Financial Officer and Treasurer, June 2023 Present29Name and Year of BirthPosition(s) Held with FundTerm of Office and Length of Time ServedPrincipal Occupation(s) During Past Five YearsKyle Schalow1995Assistant TreasurerSince July 2024Madison and MIA, Senior Accountant, 2022 - Present; Madison Funds, Ultra Series Fund and Madison ETFs Trust, Assistant Treasurer, July 2024 PresentBaker Tilly US LLP, Senior Accountant, 2018 2022Terri Wilhelm1968Secretary;Assistant SecretarySince July 2024; from 2022 - June 2024Madison and MIA, Senior Compliance Analyst, September 2022 Present; Madison Funds and Ultra Series Fund, Secretary, July 2024 - Present and Assistant Secretary 2022 June 2024; Madison ETFs, Secretary July 2024 - Present and Assistant Secretary, June 2023 July 2024;State of Wisconsin Investment Board, Senior Paralegal, 2017 2022Brandon Redwing1979Assistant Secretary andAnti-Money Laundering OfficerSince July 2024Madison and MIA, Mutual Fund Operations Manager, April 2024 - Present; Madison Funds, Ultra Series Fund and Madison ETFs Trust, Assistant Secretary and Anti-Money Laundering Officer, July 2024 Present. SS&C Technologies, Client Relationship Manager 2020 March 2024Current Board Committees, Leadership Structure and Risk Oversight Committees. The Current Board has determined that the efficient conduct of the trustees affairs makes it desirable to delegate responsibility for certain specific matters to committees of the Current Board. The committees meet as often as necessary, either in conjunction with regular meetings of the trustees or otherwise. The Current Board currently has two standing committees: the Audit Committee and the Nominating and Governance Committee.Audit Committee. The Current Board has an Audit Committee which is comprised of Richard E. Struthers (Chair), Steven P. Riege and Scott C. Jones. In addition to being independent trustees, as defined under the 1940 Act, each of these trustees also meets the additional independence requirements set forth in the NYSE Listed Company rules. The Audit Committee is charged with selecting an independent registered public accounting firm for the Fund and reviewing accounting matters with the Funds independent registered public accounting firm. The Audit Committee 30of the Current Board met four times during the last fiscal year. The Audit Committee presents the following report:The Audit Committee: (i) reviewed and discussed with management of the Fund the audited financial statements of the Fund for the fiscal year ended December 31, 2023; (ii) discussed with the Funds independent registered public accounting firm the matters required to be discussed under Public Company Accounting Oversight Board ("PCAOB") Auditing Standard No. 16, Communications with Audit Committee and all other communications required by other PCAOB Standards or Rules; and (iii) received the written disclosures and the letter from the Funds independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent accountants communications with the Audit Committee concerning the independence of the Funds independent registered public accounting firm. Based on these reviews and discussions, the Audit Committee recommended to the Current Board that the financial statements be included in the Funds Annual Report for the fiscal year ended December 31, 2023 and filed with the SEC.The Audit Committee is governed by a written charter, the most recent version of which was approved by the Current Board on May 23, 2024 (the Audit Committee Charter). In accordance with proxy rules promulgated by the SEC, the Funds Audit Committee Charter is required to be filed at least once every three years as an exhibit to the Funds proxy statement, and was last filed in 2022 as Attachment A to the Funds proxy statement. It is also available on the Funds website at www.madisonfunds.com. You may request a hard copy of the Audit Committee Charter to be mailed to you by calling the Fund toll-free at 1-800-767-0300.Nominating & Governance Committee. The Current Board has a Nominating & Governance Committee which is comprised of Steven P. Riege (Chair), Richard E. Struthers and Scott C. Jones. In addition to being independent trustees, as defined under the 1940 Act, each of these trustees also meets the additional independence requirements set forth in the NYSE Listed Company rules. The Nominating & Governance Committee of the Current Board met four times during the last fiscal year.The Nominating & Governance Committee is governed by a written charter, the most recent version of which was approved by the Current Board on February 22, 2024 (the Nominating & Governance Committee Charter). In accordance with proxy rules promulgated by the SEC, the Funds Nominating & Governance Committee Charter is required to be filed at least once every three years as an exhibit to the Funds proxy statement, and was last filed in 2022 as Attachment B to the Funds proxy statement. It is also available on the Funds website at www.madisonfunds.com. You may request a hard copy of the Nominating & Governance Committee Charter to be mailed to you by calling the Fund toll-free at 1-800-767-0300.As part of its duties, the Nominating & Governance Committee makes recommendations to the full Current Board with respect to candidates for the board. The Nominating & Governance Committee also will consider 31trustee candidates recommended by shareholders. In considering candidates submitted by shareholders, the Nominating & Governance Committee will take into consideration the needs of the board and the qualifications of the candidate. To have a candidate considered by the Nominating & Governance Committee, a shareholder must submit the recommendation in writing and must include the information required by the Procedures for Shareholders to Submit Nominee Candidates, which are set forth in Appendix A to the Nominating & Governance Committee Charter. The shareholder recommendation must be sent to the Funds Secretary, c/o Madison Asset Management, LLC, 550 Science Drive, Madison, Wisconsin 53711.Leadership Structure. The Current Board is relatively small and operates in a collegial atmosphere. Although no member is formally charged with acting as Chair, Mr. Ryan, the President of the Fund, acts as the Chairperson of board meetings. All Current Board members are expected to provide their input into establishing the boards meeting agenda. Likewise, each Current Board meeting contains a standing agenda item for any board member to raise new or additional items he or she believes is important in connection with Fund governance. The Current Board has charged Mr. Riege with acting as the lead independent trustee for purposes of communicating with Madison, the Funds Chief Compliance Officer, counsel to the independent trustees and Fund counsel on matters relating to the Current Board as a whole. The independent trustees often meet in executive session without representatives of Madison present (including meetings with counsel, the Chief Compliance Officer, and the Funds independent public accounting firm).Current Boards Role in Risk Oversight. Madison is responsible for the overall risk management of the Fund, which includes supervising its affiliated and third-party service providers and identifying and mitigating possible events that could adversely impact the Funds business, operations or performance. Risks to the Fund include investment, legal, compliance and regulatory risks, as well as the risk of operational failure or lack of business continuity. The Current Board oversees risk management of the Funds investment programs through the Audit Committee and through oversight by the Current Board itself. The Chief Compliance Officer of the Fund, who reports directly to the independent trustees, provides the Current Board with quarterly updates and a comprehensive annual report regarding the processes and controls in place to address regulatory, compliance, legal and operational risk. The Current Board exercises its oversight in conjunction with Madison, the Funds Chief Compliance Officer, Fund counsel and counsel to the independent trustees by requesting reports and presentations at regular intervals throughout the year. Additionally, the Audit Committee receives periodic reports from the Funds independent accountants. The Current Boards committee structure requires an independent trustee to serve as chair of the Nominating & Governance Committee and the Audit Committee. The Current Board receives regular written reports describing and analyzing the investment performance of the Fund. In addition, the portfolio managers of the Fund meet with the Current Board periodically to discuss portfolio performance and answer the Boards questions with respect to portfolio strategies and risks. The Current Board also receives regular written reports from the Funds Chief Financial Officer that enable the Board to monitor the number of fair valued securities in the Funds portfolio, the reasons for the fair valuation and the methodology used to arrive at the fair value. Such reports 32also include information concerning illiquid securities within the Funds portfolio. The Current Board and/or the Audit Committee may also review valuation procedures and pricing results with the Funds independent auditors in connection with the review of the results of the audit of the Funds year-end financial statements. The Current Board also receives regular compliance reports prepared by the compliance staff of Madison, and meets regularly with the Funds Chief Compliance Officer to discuss compliance issues, including compliance risks. As required under applicable rules, the independent trustees meet regularly in executive session with the Funds Chief Compliance Officer. The Current Board also adopts compliance policies and procedures for the Fund and approves such procedures as appropriate for certain of the Funds service providers. The compliance policies and procedures are specifically designed to detect and prevent violations of the federal securities laws.The Current Board recognizes that it is not possible to identify all of the risks that may affect the Fund or to develop processes and controls to eliminate or mitigate their occurrence or effects. The Current Board periodically reviews the effectiveness of its oversight of the Fund and the processes and controls in place to limit identified risks. The Current Board may, at any time and in its discretion, change the manner in which it conducts its risk oversight role.Given the small size of the Current Board, its committee structure, the openness of Current Board meetings to active input by all Current Board members, its utilization of executive sessions, the role of the lead independent trustee and the Current Boards quarterly focus on compliance and risk management, the Current Board has determined that its current leadership structure is appropriate for the protection of Fund investors.New Board Proposed Committees, Leadership Structure and Risk Oversight Committees. It is expected that the New Board will establish two standing committees, an Audit Committee and a Governance Committee. The committees are expected to meet as often as necessary, either in conjunction with regular meetings of the trustees or otherwise.Audit Committee. The Audit Committee will be generally responsible for reviewing and evaluating issues related to the accounting and financial reporting policies and internal controls of the Fund and, as appropriate, the internal controls of certain service providers, overseeing the quality and objectivity of the Funds financial statements and the audit thereof and acting as a liaison between the New Board and the Funds independent registered public accounting firm. It is expected that the Audit Committee will be composed entirely of independent trustees. The Audit Committee will be governed by a written Audit Committee Charter, which will be approved by the New Board at its first meeting. Once approved, a copy of the Audit Committee Charter will be available on the Funds website at www.xainvestments.com.Governance Committee. The Governance Committee will be responsible for recommending qualified candidates to the New Board in the event that a position is vacated or created. In considering trustee nominee candidates, the Governance Committee will take into account a wide variety of factors, including the overall diversity of the New Boards composition. It is expected that the Governance Committee will be composed entirely of 33independent trustees. It is anticipated that the Governance Committee will consider recommendations by shareholders if a vacancy were to exist. In considering candidates recommended to the Governance Committee by shareholders, the Governance Committee will take into consideration the needs of the New Board and the qualifications of the candidate. The Governance Committee may also take into consideration the number of shares held by the recommending shareholder and the length of time that such shares have been held. In order to be considered, following the Closing Date, such recommendations should be forwarded to the Secretary of the Fund, c/o XA Investments LLC, 321 North Clark Street, Suite 2430, Chicago, Illinois 60654. The Governance Committee will be governed by a written Governance Committee Charter, which will be approved by the New Board at its first meeting. Once approved, a copy of the Governance Committee Charter will be available on the Funds website at www.xainvestments.com.Leadership Structure. The primary responsibility of the New Board will be to represent the interests of the Fund and its shareholders, and to provide oversight of the management of the Fund. The New Board will be comprised of five trustees, four of whom (including the chairperson) are independent trustees and one of whom is an interested trustee. Generally, the New Board will act by majority vote of all the trustees, including a majority vote of the independent trustees if required by applicable law.It is proposed that Mr. Dingens will be appointed as the independent chairperson, who will preside at meetings of the New Board and who will be responsible for, among other things, setting the tone of New Board meetings and seeking to encourage open dialogue and independent inquiry among the New Trustees and management. The New Board will meet regularly four times each year to discuss and consider matters concerning the Fund, and also hold special meetings to address matters arising between regular meetings. Regular meetings generally will take place in-person; other meetings may take place in-person or by telephone. The New Board will establish two standing committees (as described above) and will delegate certain responsibilities to those committees, each of which will be comprised solely of independent trustees. The New Board and its committees will meet periodically throughout the year to oversee the Funds activities, review contractual arrangements with service providers, review the Funds financial statements, oversee compliance with regulatory requirements, and review performance. The independent trustees will be represented by independent legal counsel at board and committee meetings and will regularly meet outside the presence of Fund management. The New Board believes that this leadership structure, including an independent chairperson, a supermajority of independent trustees and committee membership limited to independent trustees, is appropriate in light of the characteristics and circumstances of the Fund.New Boards Role in Risk Oversight. The New Board will oversee risk directly and through the committee structure it intends to establish. As described above, the New Board expects to establish an Audit Committee and a Governance Committee to assist in its oversight functions, including its oversight of the risks of the Fund. Each committee will report its activities to the New Board on a regular basis. The New Board intends to adopt and periodically review policies, procedures and controls designed to address different types of risks, including, among others, investment risk, liquidity risk, operational risk, and valuation risk, as well as the overall business risk 34relating to the Fund. The New Board will also oversee the implementation of a variety of processes, procedures and controls by the Fund, XAI, Madison and other service providers to the Fund to address various risks. In addition, as part of the New Boards anticipated periodic review of the Funds service provider agreements, including agreements with XAI and Madison, the New Board may consider risk management aspects of the service providers operations and the functions for which they are responsible.The New Board will appoint a Chief Compliance Officer for the Fund, who will oversee the development of compliance policies and procedures of the Fund that are reasonably designed to minimize the risk of violations of the federal securities laws. The Chief Compliance Officer will report directly to the New Boards independent trustees, and will provide presentations to the New Board at its quarterly meetings and an annual report on the application of the compliance policies. The New Board will discuss relevant risks affecting the Fund with the Chief Compliance Officer at these meetings. The New Board will approve compliance policies and will review the Chief Compliance Officers reports. Further, the New Board will annually review the effectiveness of the compliance policies, as well as the appointment and compensation of the Chief Compliance Officer.The New Board will require officers of the Fund to report to the New Board on a variety of matters at regular and special meetings of the New Board and its committees, as applicable, including matters relating to risk management. The Audit Committee will also receive reports from the Funds independent registered public accounting firm on internal control and financial reporting matters. In addition, the New Board will receive reports from XAI and Madison on the investments and securities trading of the Fund. The New Board will also require XAI and Madison to report to the New Board on other matters relating to risk management on a regular and as-needed basis.Board CompensationThe following table sets forth the compensation paid to each member of the Current Board by the Fund for the Funds fiscal year ended December 31, 2023. In addition, all independent trustees are reimbursed for reasonable travel and out-of-pocket expenses incurred to attend meetings of the Current Board or its committees. The Funds interested trustees and officers receive no compensation from the Fund for performing the duties of their office. 35Trustee NameAggregate Compensationfrom FundTotal Compensation from Fund and Madison Fund Complex(1)Scott C. Jones$12,000$74,000Steven P. Riege(2)$13,000$123,000Richard E. Struthers$12,000$115,000(1) The term Madison Fund Complex refers to (i) the Madison Funds with 15 portfolios, (ii) the Ultra Series Fund with 14 portfolios, (iii) the Madison ETFs Trust with 4 active portfolios, and (iv) the Fund. (2) As lead independent trustee, Mr. Riege receives an additional $8,000 from the Madison Fund Complex, $1,000 of which is allocated to the Fund.Board Transactions with Fund AffiliatesAs of the date hereof, none of the independent trustees on the Current Board, the nominees for independent trustee on the New Board, nor their immediate family members owned beneficially or of record any securities of Madison, XAI, or any of their affiliates. In addition, during the past five years, neither the independent trustees on the Current Board, the nominees for independent trustee on the New Board, nor members of their immediate families, had a direct or indirect interest, the value of which exceeds $120,000, in Madison, XAI, or any of their affiliates. Likewise, since the beginning of the last two completed fiscal years of the Fund, neither the independent trustees on the Current Board, the nominees for independent trustee on the New Board, nor members of their immediate families had a direct or indirect interest in any transaction or series of transactions, the value of which exceeds $120,000 and to which any of the following persons was (or is to be) a party: (i) the Fund, (ii) any officer of the Fund, or (iii) Madison, XAI, or any of their affiliates. Consequences of Shareholders not approving the New BoardIf the New Board is not approved by shareholders, the Fund will abandon all three Proposals, and Madison will continue to serve as the investment adviser of the Fund and the Current Board will continue to oversee the Fund. Recommendation of the Board of TrusteesFor the reasons set forth above, the Current Board recommends that shareholders of the Fund vote FOR each New Trustee.36ADDITIONAL INFORMATIONInformation about the FundThe Fund is a closed-end management investment company organized as a Delaware statutory trust. Madison Asset Management, LLC is the investment adviser to the Fund. Madisons principal office is located at 550 Science Drive, Madison, Wisconsin 53711. In addition to investment management services, under the Existing Advisory Agreement, Madison is also responsible for managing the Funds administrative affairs under an Existing Services Agreement, and in this capacity, oversees State Street Bank and Fund Company (State Street), which currently serves as sub-administrator to the Fund. State Streets address is 801 Pennsylvania Avenue, Kansas City, Missouri 64105. The Funds current custodian is State Street, and its current transfer agent is Computershare, 150 Royall Street, Suite 101, Canton, MA 02021. The Fund does not place any brokerage transactions with any affiliates of Madison. XA Investments LLC is proposed to be the new investment adviser to the Fund as a result of the Transaction, with Madison serving as the subadviser to the Fund. XAIs principal office is located at 321 North Clark Street, Suite 2430, Chicago, Illinois 60654. Information about MadisonMadison Asset Management, LLC was founded in 1974, and is a direct, wholly-owned (100% owned) subsidiary of Madison Investment Holdings (MIH), the ultimate corporate parent of Madison. Both Madisons and MIH's principal office is located at 550 Science Drive, Madison, Wisconsin 53711. As of May 31, 2024, Madison and its affiliates managed approximately $25.7 billion in assets, including open-end mutual funds, separately managed accounts and wrap accounts. Exhibit B contains information with respect to other funds managed by Madison which have a similar investment objective as the Fund. The mailing address of principal officers and directors of MIH is 550 Science Drive, Madison, Wisconsin 53711. Information regarding the principal executive officers and directors of Madison is as follows: NameTitle/Principal OccupationSteven CarlChairman of the Board and Board Member of MIH; (Principal Executive Officer; Chief Distribution Officer)Paul LefurgeyBoard Member of MIH(Retired)Frank BurgessBoard Member of MIH(Retired)Richard EisingerBoard Member of MIH(Head of Equities, Portfolio Manager)Information about XAIXA Investments LLC was founded in 2016 by XMS Capital Partners. XAIs principal office is located at 321 North Clark Street, Suite 2430, Chicago, Illinois 60654. As of May 31, 2024, XAI and its affiliates managed $681 million in assets, including two closed-end funds. XAI also provides investment fund restructuring and consulting services focused on closed-end 37funds. Exhibit B contains information with respect to other funds managed by XAI which have a similar investment objective as the Fund. Information regarding the principal executive officers and directors of XAI is as follows:NameTitleJohn Yogi SpenceCo-Chief Executive OfficerTheodore F. BrombachCo-Chief Executive OfficerKimberly Ann FlynnPresidentBenjamin D. McCullochGeneral Counsel & Managing DirectorKevin B. DavisManaging Director & Head of SalesInformation about Independent Registered Public Accounting FirmFor the fiscal years ended December 31, 2022 and December 31, 2023, and the current fiscal year ending December 31, 2024, Deloitte & Touche LLP (D&T) has been selected as the Funds independent registered public accounting firm by the Audit Committee of the Fund to audit the accounts of the Fund. The Fund does not know of any direct or indirect financial interest of D&T in the Fund. Representatives of D&T will not be in attendance at the Meeting.Audit Fees. The aggregate fees billed to the Fund by D&T for professional services rendered for the audit of the Funds annual financial statements for the Funds fiscal years ended December 31, 2022 and December 31, 2023 were approximately $23,950 and $24,450, respectively.Audit-Related Fees. The aggregate fees billed by D&T and approved by the Audit Committee of the Fund for the Funds fiscal years ended December 31, 2022 and December 31, 2023 for assurance and related services reasonably related to the performance of the audit of the Funds annual financial statements were $0 and $0, respectively. D&T did not perform any other assurance and related services that were required to be approved by the Funds Audit Committee for such periods.Tax Fees. The aggregate fees billed by D&T and approved by the Audit Committee of the Fund for the Funds fiscal years ended December 31, 2022 and December 31, 2023 for professional services rendered for tax compliance, tax advice, and tax planning were approximately $4,652 and $4,799, respectively (such fees relate to tax services provided by D&T in connection with the review of the Funds tax returns). D&T did not perform any other tax compliance or tax planning services or render any tax advice that was required to be approved by the Funds Audit Committee for such periods.All Other Fees. Other than those services described above, D&T did not perform any other services on behalf of the Fund for the Funds fiscal years ended December 31, 2022 and December 31, 2023.Audit Committees Pre-Approval Policies and Procedures. As noted above, the Audit Committee is governed by the Audit Committee Charter, which includes Pre-Approval Policies and Procedures. The Audit Committee of the Fund has (i) pre-approved all audit and non-audit services provided by D&T to the Fund, and (ii) all non-audit services provided by D&T to Madison, or any entity controlling, controlled by, or under common control with Madison that provides ongoing services to the Fund which are related to the operations of the Fund (of which there were none), for the fiscal years ended December 3831, 2022 and December 31, 2023. None of the services described above for the Funds fiscal years ended December 31, 2022 and December 31, 2023 were approved by the Audit Committee pursuant to the pre-approval exception under Rule 2-01(c)(7)(i)(c) of Regulation S-X promulgated by the SEC.Voting InformationGeneral; Record Date. The record holders of the outstanding shares of the Fund as of the close of business on July 22, 2024 (the Record Date) are entitled to vote at the Meeting and any adjournment or postponement thereof. Each shareholder is entitled to one vote per share and a fractional vote with respect to fractional shares. Whether you expect to be personally present at the Meeting or not, we encourage you to vote by proxy. You can do this by phone or the Internet or by completing, dating, signing, and returning the accompanying proxy card using the enclosed postage prepaid envelope. By voting by proxy, your shares will be voted as you instruct. If no choice is indicated, your shares will be voted FOR each Proposal, and in the discretion of the persons named as proxies on such other matters that properly may come before the Meeting.Any shareholder giving a proxy may revoke it at any time before it is exercised at the Meeting by submitting to the Secretary of the Fund a written notice of revocation or a subsequently signed proxy card (i.e., a later-dated proxy), or by attending the Meeting and voting in person. A prior proxy can also be revoked by proxy voting again through the website or toll-free number noted on the enclosed proxy card. Proxy cards and written notices of revocation must be received by the Fund prior to the Meeting. If not so revoked, the shares represented by the proxy will be voted at the Meeting and any postponements or adjournments of the Meeting. Attendance by a shareholder at the Meeting does not by itself revoke a proxy.As of the Record Date, the Fund had 21,087,537 shares issued and outstanding.Solicitation of Proxies and Related Costs. The solicitation of proxies will occur principally by mail. In addition to solicitation by mail, certain officers and representatives of the Fund and officers and employees of Madison (who will receive no extra compensation for their services) and representatives of the Funds proxy solicitor, Computershare, may solicit proxies by telephone, the Internet, facsimile, letter, or other electronic means. If instructions are recorded by telephone, the person soliciting the proxies will use procedures designed to authenticate shareholders identities to allow shareholders to authorize the voting of their shares in accordance with their instructions, and to confirm that a shareholders instructions have been properly recorded.The expenses incurred in connection with preparing the Proxy Statement and its enclosures and all related legal and proxy solicitation expenses will be paid by Madison and/or XAI. These expenses are estimated to be approximately $250,000.Quorum. In order for a vote on any Proposal to be taken at the Meeting, there must exist a quorum of shareholders of the Fund eligible to vote on such Proposal. To have a quorum, the holders of a majority of the shares entitled to vote on each Proposal must be present in person or by proxy at the Meeting. 39For this purpose, whether a quorum exists is determined on a Proposal-by-Proposal basis.Abstentions and Broker Non-Votes. For purposes of determining the presence of a quorum for each Proposal, abstentions and broker non-votes are treated as present. Broker non-votes occur when a nominee holding shares for a beneficial owner does not vote on a Proposal because the nominee does not have discretionary voting powers with respect to that Proposal and has not received instructions from the beneficial owner. Abstentions and broker non-votes have the effect of a vote against Proposals 1 and 2, while abstentions and broker non-votes have no effect on the outcome of Proposal 3. Adjournment. It may become necessary from time to time to adjourn the Meeting in order to allow more time to solicit additional proxies, as necessary, if there are insufficient votes at the time of the Meeting to constitute a quorum or to approve any Proposal. Under the Funds governing documents, any meeting of shareholders, whether or not a quorum is present, may be adjourned from time to time by: (i) the vote of the majority of the shares represented at that meeting, either in person or by proxy; or (ii) in his or her discretion by the chairperson of the meeting. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting. Accordingly, if a quorum is not present at the Meeting with respect to any Proposal, it is expected that the holders of proxies will vote to authorize the adjournment of the Meeting with respect to such Proposal(s) in order to solicit additional proxies. Even if a quorum is present at the Meeting with respect to some or all Proposals, but there are insufficient votes to approve a Proposal, it is also expected that the holders of proxies will vote to authorize the adjournment of the Meeting to solicit additional proxies with respect to such Proposal(s). If the Meeting is adjourned, the adjourned meeting must be held not later than 180 days after the Record Date and may be held without further notice, other than an announcement at the Meeting in accordance with the Funds governing documents and as permitted under Delaware law. Votes Required to Pass the ProposalsProposal 1. In order for the New Advisory Agreement to be approved, it must be approved by the holders of a majority of the outstanding voting securities of the Fund. The term majority of the outstanding voting securities (as defined in the 1940 Act and used in this Proxy Statement) means: the affirmative vote of the lesser of (i) 67% or more of the voting securities of the Fund present at the Meeting if more than 50% of the outstanding voting securities of the Fund are present in person or by proxy, or (ii) more than 50% of the outstanding voting securities of the Fund. Proposal 2. In order for the New Subadvisory Agreement to be approved, it must be approved by the holders of a majority of the outstanding voting securities of the Fund, using the same definition of this term described above regarding Proposal 1. Proposal 3. In order for the New Trustees to be elected, the entire slate of nominees must be approved by the affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote at the Meeting. Votes withheld will have the same effect as a vote against the Proposal.Please note that if you sign, date, and return the proxy card, but do not specify a vote on each Proposal, your shares will be voted in favor of each Proposal, and in the discretion of the proxies named therein with respect to any other 40business that may properly come before the Meeting or any postponements or adjournments thereof. IMPORTANT: Each Proposal must be approved in order for the Fund to move forward with any of the Proposals. If shareholders do not approve one of the Proposals, the Fund will abandon all three Proposals, and Madison will continue to serve as the investment adviser of the Fund and the Current Board will continue to oversee the Fund. No Dissenters RightsShareholders have no rights under applicable law or the Funds Declaration of Trust or Bylaws to exercise dissenters rights of appraisal with respect to any Proposal.Summary of Certain Aspects of Delaware Control Share Acquisition StatuteThe Fund is subject to the control share acquisition statute (the Control Share Statute) contained in Subchapter III of the Delaware Statutory Trust Act (the DSTA), which became automatically applicable to listed closed-end funds, such as the Fund.The Control Share Statute provides for a series of voting power thresholds above which shares are considered control beneficial interests (referred to here as control shares). Once a threshold is reached, an acquirer has no voting rights under the DSTA with respect to shares acquired in excess of that threshold (i.e., the control shares) unless approved by shareholders of the Fund or exempted by the Board. The Control Share Statute provides procedures for an acquirer to request a shareholder meeting for the purpose of considering whether voting rights shall be accorded to control shares.The foregoing is only a summary of certain aspects of the Control Share Statute. Some uncertainty around the application under the 1940 Act of state control share statutes exists as a result of recent federal and state court decisions that have found that certain control share acquisition provisions violate the 1940 Act.Security Ownership of Management, Trustees and Principal ShareholdersAs of the Record Date, to the best of the knowledge of the Fund, no trustee or officer of the Fund beneficially owned 1% or more of the outstanding shares of the Fund, and the trustees and the officers of the Fund, as a group, beneficially owned less than 1% of the outstanding shares of the Fund. The Current Board is not aware of any arrangements, the operation of which may result in a change in control of the Fund. The following table shows the dollar range of the Funds equity securities that are beneficially owned* by each member of the Current Board and the existing officers as of the Record Date. As of the same date, the nominees for New Trustee did not hold any equity securities of the Fund. * Beneficial Ownership is determined in accordance with Section 16a-1(a)(2) of the Exchange Act.41Trustee/Officer NameDollar Range of Beneficially-Owned Securities of the FundAggregate Dollar Range of Beneficially-Owned Securities of the Madison Fund Complex(1)Scott C. JonesNoneOver $100,000Steven P. RiegeNone$10,001 - $50,000Richard E. StruthersNone$10,001 - $50,000Jill M. Friedow$0 - $10,000$50,001 - $100,000Patrick F. RyanNoneOver $100,000Steve J. FredricksNone$50,001 - $100,000Greg D. HoppeNoneOver $100,000Brandon RedwingNone$1 - $10,000Kyle SchalowNoneNoneTerri WilhelmNoneNone(1) The term Madison Fund Complex refers to (i) the Madison Funds with 15 portfolios, (ii) the Ultra Series Fund with 14 portfolios, (iii) the Madison ETFs Trust with 4 active portfolios, and (iv) the Fund.As of the Record Date, to the knowledge of the Fund, no person owned of record or owned beneficially more than 5% of the voting securities of the Fund.Section 16 Beneficial Ownership Reporting ComplianceSection 16(a) of the Exchange Act and Section 30(h) of the 1940 Act require the Funds executive officers and trustees, certain officers of the Funds investment adviser, affiliated persons of the investment adviser, and persons who beneficially own more than 10% of the Funds shares to file certain reports of ownership (Section 16 filings) with the SEC and the NYSE. Based upon the Funds review of the copies of such forms effecting the Section 16 filings received by it, the Fund believes that for Funds fiscal year ended December 31, 2023, all filings applicable to such persons were completed and filed in a timely manner.HouseholdingThe SEC has adopted rules that permit investment companies, such as the Fund, to satisfy delivery requirements for proxy statements with respect to two or more shareholders sharing the same address by delivering a single proxy statement addressed to those shareholders. This process, which is commonly referred to as householding, could result in extra convenience and cost savings for the Fund and its shareholders.If possible, depending on shareholder registration and address information, and unless you have otherwise opted out, only one copy of this Proxy Statement will be sent to shareholders at the same address. However, each shareholder will receive separate proxy cards. If you currently receive multiple copies of proxy statements or shareholder reports and would like to request to receive a single copy of documents in the future, please contact your financial services firm.42Shareholder Proposals for Subsequent MeetingsShareholder proposals intended for inclusion in the Funds proxy statement in connection with the Funds 2025 Annual Meeting of Shareholders pursuant to Rule 14a-8 under the Exchange Act, must be received by the Fund at its principal executive offices by February 12, 2025. In order for the proposals made outside of Rule 14a-8 under the Exchange Act to be considered timely within the meaning of Rule 14a-4(c) under the Exchange Act, such proposals much be received by the Fund at its principal executives offices not later than the close of business on May 3, 2025, nor earlier than the close of business on April 3, 2025. The timely submission of a proposal does not guarantee its inclusion. Whether a proposal is included in a proxy statement will be determined in accordance with applicable federal and state laws, as well as the Funds governing documents.Other Matters to Come Before the MeetingNo business other than the Proposals described in this Proxy Statement are expected to come before the Meeting, but should any other matter requiring a vote of shareholders arise, the persons named as proxies will vote thereon in their discretion according to their best judgment in the interests of the Fund and its shareholders.Dated: August 7, 2024PLEASE COMPLETE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED ENVELOPE. YOU MAY ALSO VOTE BY INTERNET OR TELEPHONE IN ACCORDANCE WITH THE INSTRUCTIONS SET FORTH ON THE ENCLOSED PROXY CARD.43EXHIBIT ANEW INVESTMENT ADVISORY AGREEMENTINVESTMENT ADVISORY AGREEMENTINVESTMENT ADVISORY AGREEMENT (the Agreement), dated as of [ ], 2024 between Madison Covered Call and Equity Strategy Fund, a Delaware statutory trust (the Trust), and XA Investments LLC, a Delaware limited liability company (the Adviser).WHEREAS, the Adviser has agreed to furnish investment management and advisory services to the Trust, a closed-end management investment company registered under the Investment Company Act of 1940, as amended (the 1940 Act);WHEREAS, the Adviser is a registered investment adviser under the Investment Advisers Act of 1940, as amended (the Advisers Act); WHEREAS, this Agreement has been approved in accordance with the provisions of the 1940 Act, and the Adviser is willing to furnish such services upon the terms and conditions herein set forth; andNOW, THEREFORE, in consideration of the mutual premises and covenants herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged, it is agreed by and between the parties hereto as follows:1. Appointment(a) The Trust hereby appoints the Adviser to act as the investment adviser to the Trust and to furnish the management and investment advisory services described herein, for the period and upon the terms herein set forth.(b) The Adviser hereby agrees, all as more fully set forth herein, to act as investment adviser to the Trust with respect to the investment of the Trusts assets and to supervise and arrange for the day-to-day operations of the Trust and the purchase of securities for and the sale of securities held in the investment portfolio of the Trust.(c) The Adviser for all purposes in this Agreement will be deemed to be an independent contractor and, unless otherwise expressly provided or authorized in this Agreement, will have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. 2. Duties and Obligations of the Adviser with Respect to Investment of Assets of the Trust. (a) Subject to the direction and control of the Trusts Board of Trustees, the Adviser shall:(i) act as investment adviser for and supervise and manage the investment and reinvestment of the Trusts assets and, in connection therewith, have complete discretion in purchasing and selling securities and other assets for the Trust and in voting, exercising consents and exercising all other rights appertaining to such securities and other A-1assets on behalf of the Trust; (ii) supervise the investment program of the Trust and the composition of its investment portfolio; and (iii) arrange, subject to the provisions of Section 5 hereof, for the purchase and sale of securities and other assets held in the investment portfolio of the Trust. (b) In performing its duties under this Section 2, the Adviser may delegate some or all of its duties and obligations under this Agreement to one or more investment sub-advisers; provided, however, that any such delegation shall be pursuant to an agreement with terms agreed upon by the Trust and approved in a manner consistent with the 1940 Act and provided, further, that no such delegation shall relieve the Adviser from its duties and obligations of management and supervision of the management of the Trusts assets pursuant to this Agreement and to applicable law.(c) The Adviser shall maintain business continuity, cybersecurity, disaster recovery and backup capabilities and facilities in keeping with industry standards and Securities and Exchange Commission (SEC) requirements through which the Adviser will be able to perform its obligations hereunder with minimal disruptions or delay. (d) To the extent prohibited by Regulation S-P, the Adviser and its affiliates will not disclose any non-public personal information, as defined in Regulation S-P, received from the Trust regarding any shareholder unless in accordance with an exception under Regulation S-P, or as otherwise may be permitted by law. The Adviser represents and warrants that, in accordance with applicable state privacy laws and Regulation S-P, it has implemented safeguards by adopting policies and procedures reasonably designed to: (i) insure the security and confidentiality of records and non-public personal information of shareholders; (ii) protect against any anticipated threats or hazards to the security or integrity of shareholder records and non-public personal information; and (iii) protect against unauthorized access to or use of such shareholder records or non-public personal information that could result in substantial harm or inconvenience to any shareholder. The Adviser shall treat confidentially all records of the Trust and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where the Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or (ii) when so requested by the Trust.(e) The Adviser acknowledges that, in compliance with the Bank Secrecy Act, as amended, the USA PATRIOT Act, and any implementing regulations thereunder (together, the AML Laws), the Trust has adopted anti-money laundering policies and procedures (the AML Policies). The Adviser agrees to comply with the Trusts AML Policies and the AML Laws, as the same may apply to the Adviser, now and in the future, and understands and agrees that the Trust may disclose information regarding the Adviser to governmental and/or regulatory or self-regulatory authorities to the extent required by applicable law or regulation and may file reports with such authorities as may be required by such law or regulation.A-2(f) The Adviser shall provide such information as may reasonably be requested by the Board under Section 15(c) of the 1940 Act in connection with its annual consideration of this Agreement.3. Duties and Obligations of the Adviser with Respect to the Management of the TrustThe Adviser shall perform the management services necessary for the operation of the Trust, including providing the Trust necessary personnel and such other services as the Adviser, subject to review by the Board of Trustees, from time to time shall determine to be necessary or useful to perform its obligations under this Agreement. The Adviser, also on behalf of the Trust, shall conduct relations with administrators, custodians, depositories, transfer agents, pricing agents, investor support service providers, investor relations providers, dividend disbursing agents, other shareholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable.4. Covenants(a) In the performance of its duties under this Agreement, the Adviser shall at all times conform to, and act in accordance with, any requirements imposed by:(i) the provisions of the 1940 Act and the Advisers Act and all applicable Rules and Regulations of the SEC; (ii) any other applicable provision of law; (iii) the provisions of this Agreement and Declaration of Trust and By-Laws of the Trust, as such documents are amended from time to time; (iv) the investment objective, policies and restrictions of the Trust as set forth in its Registration Statement on Form N-2; and (v) any policies and determinations of the Board of Trustees of the Trust.(b) The Adviser will maintain a written code of ethics (the Code of Ethics) pursuant to Rule 17j-1 under the 1940 Act, a copy of which will be provided to the Trust, and will institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Adviser will follow such Code of Ethics in performing its services under this Agreement.(c) The Adviser will maintain compliance policies and procedures adopted pursuant to Rule 206(4)-7 under the Advisers Act and Rule 38a-1 under the 1940 Act, a copy of which will be provided to the Trust, and follow such compliance policies and procedures in performing its services under this Agreement; and(d) The Adviser will cooperate with the chief compliance officer of the Trust in connection with the implementation and operation of the Trusts compliance policies and procedures adopted pursuant to Rule 38a-1 under the 1940 Act, and will prepare necessary reports and provide the Trusts chief compliance officer with access to information reasonably necessary for the Trust to comply with Rule 38a-1.A-35. Portfolio Transactions(a) In the performance of its duties under this Agreement, the Adviser will place orders either directly with the issuer or with any broker or dealer. Subject to the other provisions of this paragraph, in placing orders with brokers and dealers, the Adviser will attempt to obtain the best price and the most favorable execution of its orders, and all such brokerage placement shall be made in compliance with Section 28(e) of the Securities Exchange Act of 1934, as amended. In placing orders, the Adviser will consider the experience and skill of the firms securities traders as well as the firms financial responsibility and administrative efficiency. Consistent with this obligation, the Adviser may select brokers on the basis of the research, statistical and pricing services they provide to the Trust and other clients of the Adviser. Information and research received from such brokers will be in addition to, and not in lieu of, the services required to be performed by the Adviser hereunder. A commission paid to such brokers may be higher than that which another qualified broker would have charged for effecting the same transaction, provided that the Adviser determines in good faith that such commission is reasonable in terms either of the transaction or the overall responsibility of the Adviser to the Trust and its other clients and that the total commissions paid by the Trust will be reasonable in relation to the benefits to the Trust over the long-term. In no instance, however, will the Trusts securities be purchased from or sold to the Adviser, or any affiliated person thereof, except to the extent permitted by the SEC or by applicable law.(b) At the request of the Board of Trustees of the Trust, the Adviser will identify and provide a written description to the Board of Trustees of soft dollar arrangements that the Adviser maintains with respect to the Trust or with brokers or dealers that execute transactions for the Trust, and of research and other services provided to the Adviser by a broker or dealer (whether prepared by such broker or dealer or by a third party) as a result, in whole or in part, of the direction of Trust transactions to the broker or dealer. (c) From time to time, the Adviser or brokers or dealers affiliated with it may find themselves in a position to buy for certain of their clients (each an Account) securities which the Advisers investment advisory clients wish to sell, and to sell for certain of their clients securities which other advisory clients wish to buy. Where one of the parties is an advisory client, the Adviser or the affiliated broker or dealer cannot participate in this type of transaction (known as a cross transaction) on behalf of an advisory client and retain commissions from one or both parties to the transaction without the advisory clients consent. This is because in a situation where the Adviser is making the investment decision (as opposed to a brokerage client who makes his own investment decisions), and the Adviser or an affiliate is receiving commissions from both sides of the transaction, there is a potential conflicting division of loyalties and responsibilities on the Advisers part regarding the advisory client. The SEC has adopted a rule under the Advisers Act that permits the Adviser or its affiliates to participate on behalf of an Account in agency cross transactions if the advisory client has given written consent in advance. By execution of this Agreement, the Trust authorizes the Adviser or its affiliates to participate in agency cross transactions involving an Account. The Trust may revoke its consent at any time by written notice to the Adviser.A-46. ConfidentialityEach of the Trust and the Adviser acknowledge and agree that pursuant to this Agreement, either party may have access to the other partys confidential and proprietary information and materials concerning or pertaining to the others business. Each party will receive and hold such information in the strictest confidence, and acknowledge, represent, and warrant that it will use its best efforts to protect the confidentiality of this information. Each party agrees that, without the prior written consent of the other party, which approval shall not be unreasonably withheld, they will not use, copy, or divulge to third parties or otherwise use, except in accordance with the terms of this Agreement, any information obtained from or through the other party in connection with this Agreement; provided, however, this covenant shall not apply to information (i) which is in the public domain now or when it becomes in the public domain in the future, other than by reason of a breach of this Agreement, (ii) which has come to either party from a lawful source not bound to maintain the confidentiality of such information, other than from the other party or an affiliate or representative of that party, (iii) disclosures which are required by law, regulatory authority, regulation or legal process or are made to any regulatory agency in the normal course of an examination, audit or investigation involving such party, or (iv) disclosure as reasonably necessary in the course of business to third parties subject to a duty to maintain the confidentiality of the information.7. Services Not Exclusive(a) Nothing in this Agreement shall prevent the Adviser or any officer, employee or other affiliate thereof from acting as investment adviser for any other person, firm or corporation, or from engaging in any other lawful activity, and shall not in any way limit or restrict the Adviser or any of its officers, employees or agents from buying, selling or trading any securities for its or their own accounts or for the accounts of others for whom it or they may be acting; provided, however, that the Adviser will undertake no activities which, in its judgment, will adversely affect the performance of its obligations under this Agreement.(b) The Adviser may manage other investment accounts and funds, including those with investment objectives similar to the Trust. Securities considered as investments for the Trust may also be appropriate for other investment accounts and funds that may be managed by the Adviser. Subject to applicable laws and regulations, the Adviser will attempt to allocate equitably portfolio transactions among the portfolios of its other investment accounts and funds purchasing securities whenever decisions are made to purchase or sell securities by the Trust and one or more of such other accounts or funds simultaneously. In making such allocations, the main factors to be considered by the Adviser will be the respective investment objectives of the Trust and such other accounts and funds, the relative size of portfolio holdings of the same or comparable securities, the availability of cash for investment by the Trust and such other accounts and funds, the size of investment commitments generally held by the Trust and such accounts and funds, and the opinions of the persons responsible for recommending investments to the Trust and such other accounts and funds. 8. Books and Records(a) The Adviser undertakes and agrees to maintain or cause others to maintain, in the form and for the period required by Rule 31a-2 A-5under the 1940 Act, all records relating to the Trusts investments that are required to be maintained by the Trust pursuant to the 1940 Act with respect to the Advisers responsibilities under this Agreement for the Trust, and which are not otherwise maintained by the administrator, fund accounting agent, custodian or other service providers to the Trust.(b) In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Adviser hereby agrees that all records which it maintains for the Trust are the property of the Trust and further agrees to surrender promptly to the Trust any such records upon the Trusts request. 9. CustodyNothing in this Agreement will require the Adviser to take or receive physical possession of cash, securities, or other investments of the Trust. 10. Expenses(a) During the term of this Agreement, the Adviser will bear all costs and expenses of its employees and any overhead incurred in connection with its duties hereunder, except as provided pursuant to paragraph (c) of this Section 10, and shall bear the costs of any salaries or trustees fees of any officers or trustees of the Trust who are affiliated persons (as defined in the 1940 Act) of the Adviser.(b) The Trust will bear all other costs, fees and expenses of its operations and transactions, including those relating to: (1) organization; (2) calculation of the Trusts net asset value (including the cost and expenses of any independent valuation firm, agent or other provider); (3) expenses payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for the Trust and in monitoring the Trusts investments; (4) interest payable on indebtedness and dividends and distributions on preferred shares, as applicable, if any, incurred to finance the Trusts investments; (5) offerings of the Trusts common shares and other securities (including, all fees, costs and expenses related thereto); (6) fees payable to third parties, including agents, legal counsel, consultants or other advisors, relating to, or associated with, evaluating and making investments; (7) administrator, transfer agent and custodian fees; (8) federal and state registration fees; (9) all costs of registration and listing the Trusts shares on any securities exchange; (10) federal, state and local taxes; (11) independent trustees fees and expenses; (12) costs of preparing and filing reports or other documents required by governmental bodies (including the SEC), including printing costs; (13) costs of any reports, proxy statements or other notices to shareholders, including printing costs; (14) insurance premiums for fidelity bond and other insurance coverage, including the Trusts allocable portion of the fidelity bond, trustees and officers errors and omissions liability insurance, including independent trustees liability insurance, and any other insurance premium; (15) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; (16) brokerage commissions, assignment fees and other costs in connection with the purchase, holding or sale of securities and other investment instruments (including, without limitation, security settlement costs); (17) expenses incidental to holding meetings of the Trusts shareholders, including proxy solicitations therefor; provided, however, that the Trust will not bear such expenses with respect to any meeting of the Trusts shareholders held for the purpose of seeking shareholder approval of a new investment advisory agreement in connection A-6with a change of control of the Adviser; (18) unusual, non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust is a party and legal obligations that the Trust may have to indemnify the Trusts directors, officers and/or employees or agents with respect to these actions, suits or proceedings; and (19) all other expenses incurred by the Trust in connection with administering the Trusts business.(c) The Trust may, if and to the extent approved by the Board of Trustees, including a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, from time to time reimburse the Adviser for certain costs and expenses incurred by the Adviser in connection with the management of the Trusts assets, which may include the Trusts allocable share of portfolio management and trading software costs, research expenses (including modeling and analytic software costs), diligence expenses and out-of-pocket travel costs incurred in connection with the management of the Trusts assets. For the avoidance of doubt, in no event shall expenses associated with the general overhead of the Adviser be reimbursed by the Trust.11. Compensation of the Adviser(a) The Trust agrees to pay to the Adviser and the Adviser agrees to accept as full compensation for all services rendered by the Adviser as such, a monthly fee in arrears at an annual rate equal to 0.80% of the Trusts average daily value of the Trusts Managed Assets. For any period less than a month during which this Agreement is in effect, the fee shall be prorated according to the proportion which such period bears to a full month of 28, 29, 30 or 31 days, as the case may be. (b) Managed Assets means the total assets of the Trust, including the assets attributable to the proceeds from financial leverage (including through the issuance of preferred shares or the issuance of senior securities representing indebtedness), minus liabilities, other than liabilities related to any financial leverage. (c) For purposes of this Agreement, the total assets of the Trust shall be calculated pursuant to the procedures adopted by resolutions of the Trustees of the Trust for calculating the value of the Trusts assets.(d) The Adviser may elect from time to time, in its sole discretion, to waive its right to reimbursement or its receipt of the advisory fee.12. Representations and Warranties(a) The Trust represents and covenants to the Adviser as follows:(i) The Trust is duly organized and validly existing under the laws of the State of Delaware with the power to own and possess its assets.(ii) The execution, delivery and performance by the Trust of this Agreement are within the Trusts powers and have been duly authorized by all necessary actions of the Board of Trustees, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or A-7regulation, (ii) the Trusts governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instruments binding upon the Trust.(iii) The Trust is, or will be prior to commencing operations, registered as a closed-end management investment company under the 1940 Act and the Trusts shares are, or will be prior to commencing operations, registered under the Securities Act of 1933, as amended, and under any applicable state securities laws, or exempt from such registration.(b) The Adviser represents and covenants to the Trust as follows:(i) The Adviser is duly organized and validly existing under the laws of the State of Delaware.(ii) The execution, delivery and performance by the Adviser of this Agreement are within the Advisers powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance of this Agreement by the parties to this Agreement, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Advisers governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instruments binding upon the Adviser.(iii) The Adviser is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement.13. Limitation on LiabilityThe Adviser will not be liable for any error of judgment or mistake of law or for any loss suffered by Adviser or by the Trust in connection with the performance of this Agreement, except a loss resulting from a breach of a fiduciary duty with respect to the receipt of compensation for services or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder).14. IndemnificationThe Trust shall indemnify, defend and protect the Adviser, its members and their respective officers, managers, partners, agents, employees, controlling persons, members and any other person affiliated with any of them (collectively, the Indemnified Parties) (each of whom shall be deemed a third party beneficiary hereof) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, A-8investigation or other proceeding (including an action or suit by or in the right of the Trust or its security holders) arising out of or otherwise based upon the performance of any of the Advisers duties or obligations under this Agreement or otherwise as an investment adviser of the Trust. Notwithstanding the foregoing provisions of this Section 12 to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Trust or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of any Indemnified Partys duties or by reason of the reckless disregard of the Advisers duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder).15. Duration and Termination(a) This Agreement shall become effective as of the date hereof and, unless sooner terminated with respect to the Trust as provided herein, shall continue in effect for a period of two years. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Trust for successive periods of 12 months, provided such continuance is specifically approved at least annually by both:(i) the vote of a majority of the Trusts Board of Trustees or the vote of a majority of the outstanding voting securities of the Trust at the time outstanding and entitled to vote, and (ii) the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. (b) Notwithstanding the foregoing, this Agreement may be terminated by the Trust at any time, without the payment of any penalty, upon giving the Adviser 60 days notice (which notice may be waived by the Adviser), provided that such termination by the Trust shall be directed or approved by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Trust at the time outstanding and entitled to vote, or by the Adviser on 60 days written notice to the Trust (which notice may be waived by the Trust). (c) This Agreement will immediately terminate in the event of its assignment. (d) As used in this Agreement, the terms majority of the outstanding voting securities, interested person and assignment shall have the same meanings of such terms in the 1940 Act.(e) The terms of Sections 6, 8, 13 and 14, 18, 19 and 20 of this Agreement shall survive the termination of this Agreement.16. NoticesAny notice under this Agreement shall be in writing to the other party at such address as the other party may designate from time to time for the receipt of such notice and shall be deemed to be received on the earlier of the date actually received or on the fourth day after the postmark if such notice is A-9mailed first class postage prepaid.17. Amendment of this AgreementNo provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. Any amendment of this Agreement shall be subject to the 1940 Act.18. Governing LawThis Agreement shall be governed by and construed in accordance with the laws of the State of Delaware for contracts to be performed entirely therein without reference to choice of law principles thereof and in accordance with the applicable provisions of the 1940 Act.19. Use of the NameThe Adviser has consented to the use by the Trust of the name or identifying word XA, XAI or XA Investments in the name of the Trust. Such consent is conditioned upon the employment of the Adviser as the investment adviser to the Trust. The name or identifying word XA, XAI or XA Investments may be used from time to time in other connections and for other purposes by the Adviser and any of its affiliates. The Adviser may require the Trust to cease using XA, XAI or XA Investments in the name of the Trust, if the Trust ceases to employ, for any reason, the Adviser, any successor thereto or any affiliate thereof as investment adviser of the Trust. If so required by the Adviser, the Trust will cease using XA, XAI or XA Investments in its name as promptly as practicable and make all reasonable efforts to remove XA, XAI or XA Investments from its name.20. Miscellaneous(a) The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.(b) If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. (c) Nothing contained in this Agreement will be deemed to require the Trust to take any action contrary to the Trusts Amended and Restated Agreement and Declaration of Trust or By-laws, as they may be amended and/or restated from time to time, or any applicable statute or regulation, or to relieve or deprive the Board of Trustees of its responsibility for and control of the conduct of the affairs of the Trust. (d) This Agreement shall be binding on, and shall inure to the benefit of the parties hereto and their respective successors.(e) This Agreement may be executed in counterparts by the parties hereto, each of which shall constitute an original counterpart, and all of which, together, shall constitute one Agreement. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.A-10(f) This Agreement constitutes the entire understanding and agreement, and supersedes any and all other proposals, understandings, and agreements among the parties with respect to the subject matter hereof.IN WITNESS WHEREOF, the parties hereto have caused the foregoing instrument to be executed by their duly authorized officers, all as of the day and the year first above written.MADISON COVERED CALL & EQUITY STRATEGY FUNDBy: Name: Title: XA INVESTMENTS LLCBy: Name: Title: A-11EXHIBIT BNEW SUBADVISORY AGREEMENTINVESTMENT SUBADVISORY AGREEMENTINVESTMENT SUB-ADVISORY AGREEMENT (the Agreement), dated as of [ ], 2024 (the Effective Date) among Madison Covered Call and Equity Strategy Fund, a Delaware statutory trust (the Trust), XA Investments LLC, a Delaware limited liability company (the Adviser), and Madison Asset Management, LLC a Wisconsin limited liability company (the Sub-Adviser).WHEREAS, the Adviser has agreed to furnish investment management and advisory services to the Trust, a closed-end management investment company registered under the Investment Company Act of 1940, as amended (the 1940 Act);WHEREAS, the investment advisory agreement between the Adviser and the Trust dated as of [ ] (such agreement or the most recent successor agreement between such parties relating to advisory services to the Trust is referred to herein as the Investment Advisory Agreement) contemplates that the Adviser may sub-contract investment advisory services with respect to the Trust to a sub-adviser(s) pursuant to a sub-advisory agreement(s) agreeable to the Trust and approved in accordance with the provisions of the 1940 Act;WHEREAS, the Adviser wishes to retain the Sub-Adviser to provide certain sub-advisory services; WHEREAS, the Sub-Adviser is a registered investment adviser under the Investment Advisers Act of 1940, as amended (the Advisers Act); andWHEREAS, this Agreement has been approved in accordance with the provisions of the 1940 Act, and the Sub-Adviser is willing to furnish such services upon the terms and conditions herein set forth;NOW, THEREFORE, in consideration of the mutual premises and covenants herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged, it is agreed by and between the parties hereto as follows:1. Appointment(a) The Adviser hereby appoints the Sub-Adviser to act as the investment sub-adviser to the Trust and to furnish the services described herein, for the period and upon the terms herein set forth.(b) The Sub-Adviser hereby agrees, all as more fully set forth herein, to act as investment sub-adviser to the Trust and to furnish the services described below with respect to the investment of the Trusts assets and the purchase of securities for and the sale of securities held in the investment portfolio of the Trust.(c) The Sub-Adviser for all purposes in this Agreement will be deemed to be an independent contractor and, unless otherwise expressly provided or authorized in this Agreement, will have no authority to act for or represent the Adviser or the Trust in any way B-1or otherwise be deemed an agent of the Adviser or the Trust. 2. Duties and Obligations of the Sub-Adviser with Respect to Investment of Assets of the Trust(a) Subject to the oversight and supervision of the Adviser and direction and control of the Trusts Board of Trustees, the Sub-Adviser will act as sub-adviser for the Trust and perform one or more of the following services at the request of the Adviser in connection with the investment and reinvestment of the Trusts assets: (i) managing the investment and reinvestment of the assets of the Trust in accordance with the investment policies and guidelines of the Trust;(ii) subject to the provisions of Section 4 hereof, purchasing and selling securities and other assets for the Trust and placing orders for purchases and sales of assets of the Trust; (iii) providing investment research and credit analysis concerning the assets of the Trust; (iv) monitoring on a daily basis the investment activities and portfolio holdings relating to the Trust;(v) voting proxies relating to the Trusts portfolio securities in accordance with the proxy voting policies and procedures of the Sub-Adviser; and(vi) settlement of transactions and completing corporate actions. (b) At the request of the Adviser, the Sub-Adviser will also, subject to the oversight and supervision of the Adviser and the direction and control of the Trusts Board of Trustees, consult with the Adviser as to the overall management of the assets of the Trust and the investment policies and practices of the Trust, including (but not limited to) the use by the Trust of financial leverage and matters relating to such financial leverage (e.g., form, amount and costs) and the utilization by the Trust of any interest rate or other hedging or risk management transactions in connection therewith. (c) In addition, the Sub-Adviser will keep the Trust and the Adviser informed of developments relating to the Sub-Adviser or the Trusts investments materially affecting the Trust and shall, upon request, furnish to the Adviser and the Trust all information relevant to such developments. (d) The Sub-Adviser will periodically communicate to the Adviser or other service providers of the Trust, at such times as the Adviser may request, information concerning the purchase and sale of securities for the Trust and such other information as the Adviser may reasonably require for purposes of fulfilling its obligations to the Trust under the Investment Advisory Agreement.(e) In addition to the investment policies and guidelines of the Trust, the Adviser may from time to time communicate to the Sub-Adviser instructions (the Instructions) in writing that limit or supplement the investment policies and guidelines and are subject to approval by the Sub-B-2Adviser, which approval shall not be unreasonably withheld. Neither the investment policies and guidelines nor the Instructions shall require the Sub-Adviser to obtain capabilities or resources beyond those it possesses as of the Effective Date. The Adviser shall promptly notify the Sub-Adviser, in writing, of any change in the investment policies and guidelines that is made for any reason, including but not limited to a change by the Adviser, the Trust or in any applicable law or regulation. The Adviser acknowledges that the Sub-Adviser may be required to terminate delivery of certain data or services used in managing the Trust in the event the Sub-Adviser is no longer able to obtain such data or services.(f) The Sub-Adviser shall maintain business continuity, cybersecurity, disaster recovery and backup capabilities and facilities in keeping with industry standards and Securities and Exchange Commission (SEC) requirements through which the Sub-Adviser will be able to perform its obligations hereunder with minimal disruptions or delay. (g) To the extent prohibited by Regulation S-P, the Sub-Adviser and its affiliates will not disclose any non-public personal information, as defined in Regulation S-P, received from the Trust regarding any shareholder unless in accordance with an exception under Regulation S-P, or as otherwise may be permitted by law. The Sub-Adviser represents and warrants that, in accordance with applicable state privacy laws and Regulation S-P, it has implemented safeguards by adopting policies and procedures reasonably designed to: (i) insure the security and confidentiality of records and non-public personal information of shareholders; (ii) protect against any anticipated threats or hazards to the security or integrity of shareholder records and non-public personal information; and (iii) protect against unauthorized access to or use of such shareholder records or non-public personal information that could result in substantial harm or inconvenience to any shareholder. The Sub-Adviser shall treat confidentially all records of the Trust and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where the Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or (ii) when so requested by the Trust.(h) The Sub-Adviser acknowledges that, in compliance with the Bank Secrecy Act, as amended, the USA PATRIOT Act, and any implementing regulations thereunder (together, the AML Laws), the Trust has adopted anti-money laundering policies and procedures (the AML Policies). The Sub-Adviser agrees to comply with the Trusts AML Policies and the AML Laws, as the same may apply to the Sub-Adviser, now and in the future, and understands and agrees that the Trust may disclose information regarding the Sub-Adviser to governmental and/or regulatory or self-regulatory authorities to the extent required by applicable law or regulation and may file reports with such authorities as may be required by such law or regulation.(i) The Sub-Adviser shall provide such information as may reasonably be requested by the Adviser and/or the Board of Trustees under Section 15(c) of the 1940 Act in connection with its annual consideration of this Agreement.B-3(i) Nothing in this Agreement is deemed to impose on the Sub-Adviser responsibility for the preparation of the Trusts financial statements or the Trusts other financial and regulatory filing and reporting obligations, provided that the Sub-Adviser shall provide sub-certifications in the form reasonably requested by the Trust relating to the Sub-Advisers services under this Agreement to assist the Trust in complying with the provisions of the Sarbanes-Oxley Act of 2002.3. Covenants(a) In the performance of its duties under this Agreement, the Sub-Adviser shall at all times conform to, and act in accordance with, any requirements imposed by:(i) the provisions of the 1940 Act and the Advisers Act and all applicable Rules and Regulations of the SEC; (ii) any other applicable provision of law; (iii) the provisions of this Agreement and Declaration of Trust and By-Laws of the Trust, as such documents are amended from time to time; (iv) the investment objective, policies and restrictions of the Trust as set forth in its Registration Statement on Form N-2 and as supplemented from time to time by the Trusts shareholder reports and other SEC filings; and (v) any policies and determinations of the Board of Trustees of the Trust.(b) The Sub-Adviser will not consult with any other sub-adviser of the Trust or any other sub-adviser to a fund under common control with the Trust concerning transactions of the Trust in securities or other assets.(c) The Sub-Adviser will maintain a written code of ethics (the Code of Ethics) pursuant to Rule 17j-1 under the 1940 Act, a copy of which will be provided to the Trust and the Adviser, and will institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Sub-Adviser will follow such Code of Ethics in performing its services under this Agreement.(d) The Sub-Adviser will maintain compliance policies and procedures adopted pursuant to Rule 206(4)-7 under the Advisers Act and Rule 38a-1 under the 1940 Act, a copy of which will be provided to the Trust and the Adviser, and follow such compliance policies and procedures in performing its services under this Agreement; and(e) The Sub-Adviser will cooperate with the chief compliance officer of the Trust in connection with the implementation and operation of the Trusts compliance policies and procedures adopted pursuant to Rule 38a-1 under the 1940 Act, and will prepare necessary reports and provide the Trusts chief compliance officer with access to information reasonably necessary for the Trust to comply with Rule 38a-1.4. Portfolio Transactions(a) In the performance of its duties under this Agreement, the Sub-Adviser will place orders either directly with the issuer or with any broker B-4or dealer. Subject to the other provisions of this paragraph, in placing orders with brokers and dealers, the Sub-Adviser will attempt to obtain the best price and the most favorable execution of its orders, and all such brokerage placement shall be made in compliance with Section 28(e) of the Securities Exchange Act of 1934, as amended. In placing orders, the Sub-Adviser will consider the experience and skill of the firms securities traders as well as the firms financial responsibility and administrative efficiency. Consistent with this obligation, the Sub-Adviser may select brokers on the basis of the research, statistical and pricing services they provide to the Trust and other clients of the Sub-Adviser. Information and research received from such brokers will be in addition to, and not in lieu of, the services required to be performed by the Sub-Adviser hereunder. A commission paid to such brokers may be higher than that which another qualified broker would have charged for effecting the same transaction, provided that the Sub-Adviser determines in good faith that such commission is reasonable in terms either of the transaction or the overall responsibility of the Sub-Adviser to the Trust and its other clients and that the total commissions paid by the Trust will be reasonable in relation to the benefits to the Trust over the long-term. In no instance, however, will the Trusts securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except to the extent permitted by the SEC or by applicable law.(b) At the request of the Adviser or the Trust, the Sub-Adviser will identify and provide a written description to the Adviser and the Board of Trustees of the Trust of soft dollar arrangements that the Sub-Adviser maintains with respect to the Trust or with brokers or dealers that execute transactions for the Trust, and of research and other services provided to the Sub-Adviser by a broker or dealer (whether prepared by such broker or dealer or by a third party) as a result, in whole or in part, of the direction of Trust transactions to the broker or dealer. (c) From time to time, the Sub-Adviser or brokers or dealers affiliated with it may find themselves in a position to buy for certain of their clients (each an Account) securities which the Sub-Advisers investment advisory clients wish to sell, and to sell for certain of their clients securities which advisory clients wish to buy. Where one of the parties is an advisory client, the Sub-Adviser or the affiliated broker or dealer cannot participate in this type of transaction (known as a cross transaction) on behalf of an advisory client and retain commissions from one or both parties to the transaction without the advisory clients consent. This is because in a situation where the Sub-Adviser is making the investment decision (as opposed to a brokerage client who makes his own investment decisions), and the Sub-Adviser or an affiliate is receiving commissions from both sides of the transaction, there is a potential conflicting division of loyalties and responsibilities on the Sub-Advisers part regarding the advisory client. However, the SEC has adopted a rule under the Advisers Act that permits the Sub-Adviser or its affiliates to participate on behalf of an Account in agency cross transactions if the advisory client has given written consent in advance. Therefore, by execution of this Agreement, the Trust authorizes the Sub-Adviser or its affiliates to participate in agency cross transactions involving an Account. The Trust may revoke its consent at any time by written notice to the Sub-Adviser.5. ConfidentialityEach of the Trust, the Adviser and the Sub-Adviser acknowledge and agree that in satisfying its respective obligations under and performing B-5services in connection with this Agreement, any party may have access to another partys confidential and proprietary information and materials concerning or pertaining to the others business (confidential information). Each party will receive and hold such information in the strictest confidence, and acknowledge, represent, and warrant that it will use its best efforts to protect the confidentiality of this information to the same degree of care as it would its own confidential information. Each party agrees that, without the prior written consent of the other party, which approval shall not be unreasonably withheld, such party will not use, copy, or divulge to third parties or otherwise use, except in accordance with the terms of this Agreement, any confidential information of another party without the prior written consent of such other party; provided, however, this covenant shall not apply to (i) information which is in the public domain now or when it becomes in the public domain in the future, other than by reason of a breach of this Agreement, (ii) information which has come to a party from a lawful source not bound to maintain the confidentiality of such information, other than from any other party or an affiliate or representative of that party, (iii) information which is independently developed without the use of confidential information, (iv) disclosures which are required by law, regulatory authority, regulation or legal process or are made to any regulatory agency in the normal course of an examination, audit or investigation involving such party, or (v) disclosure as reasonably necessary in the course of business to third parties subject to a duty to maintain the confidentiality of the information. Notwithstanding the foregoing, the Sub-Adviser may disclose information it receives from or on behalf of the Trust or the Adviser to officers and employees of the Sub-Adviser or any of its affiliates in the course of providing the services under this Agreement and the Sub-Adviser may disclose the Trusts TIN information to third parties as required to perform the Sub-Advisers services under this Agreement. 6. Services Not Exclusive(a) Nothing in this Agreement shall prevent the Sub-Adviser or any officer, employee or other affiliate thereof from acting as investment adviser for any other person, firm or corporation, or from engaging in any other lawful activity, and shall not in any way limit or restrict the Sub-Adviser or any of its officers, employees or agents from buying, selling or trading any securities for its or their own accounts or for the accounts of others for whom it or they may be acting; provided, however, that the Sub-Adviser will undertake no activities which, in its judgment, will adversely affect the performance of its obligations under this Agreement.(b) The Sub Adviser currently manages, and may in the future manage, other investment accounts and funds, including those with investment objectives similar to the Trust. Securities considered as investments for the Trust may also be appropriate for other investment accounts and funds that may be managed by the Sub-Adviser. Subject to applicable laws and regulations, the Sub-Adviser will attempt to allocate equitably portfolio transactions among the portfolios of its other investment accounts and funds purchasing securities whenever decisions are made to purchase or sell securities by the Trust and one or more of such other accounts or funds over time. In making such allocations, the main factors to be considered by the Sub-Adviser will be the respective investment objectives of the Trust and such other accounts and funds, the relative size of portfolio holdings of the same or comparable securities, the availability of cash for investment by the Trust and such other accounts and funds, the size of investment commitments generally B-6held by the Trust and such accounts and funds, and the opinions of the persons responsible for recommending investments to the Trust and such other accounts and funds. 7. Books and Records(a) The Sub-Adviser undertakes and agrees to maintain or cause others to maintain, in the form and for the period required by Rule 31a-2 under the 1940 Act, all records relating to the Trusts investments that are required to be maintained by the Trust pursuant to the 1940 Act with respect to the Sub-Advisers responsibilities under this Agreement for the Trust, and which are not otherwise maintained by the administrator, fund accounting agent, custodian or other service providers to the Trust.(b) In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which it maintains for the Trust are the property of the Trust and further agrees to surrender promptly to the Trust any such records upon the Trusts request, except for any software or other intellectual property that is proprietary to, or owned or licensed by, the Sub-Adviser or any of its affiliates, which shall remain the property of the Sub-Adviser. Notwithstanding the foregoing, the Sub-Adviser shall retain those original records or copies of records in order to comply with the Advisers Act record keeping requirement, applicable law and its own internal policies.(c) Each of the Adviser and the Trust shall own, have custody of and maintain its general corporate accounts and records. At reasonable times and upon reasonable notice, the Trust shall provide the Sub-Adviser with access to all books, records, accounts, facilities, and personnel necessary or appropriate for the performance of the Sub-Advisers obligations under this Agreement. 8. CustodyNothing in this Agreement will require the Sub-Adviser to take or receive physical possession of cash, securities, or other investments of the Trust. The Trust shall select, engage and maintain at the Trusts expense one or more custodians meeting the requirements of Section 17(f) of the 1940 Act and the rules, regulations and interpretations thereunder (each a Custodian) to serve as Custodian(s) of the Trust assets. The Adviser shall provide the Sub-Adviser, in writing, the identity of each Custodian, any change in a Custodian and all other information regarding the Custodian(s) required for the Sub-Adviser to carry out its duties under this Agreement. The Adviser shall notify each Custodian of the appointment of the Sub-Adviser and of the authority of the Sub-Adviser to effect investments with respect to the Trust assets. All transactions authorized by this Agreement are made by payment to or delivery by the Custodian(s). The Sub-Adviser shall have no rights or responsibilities, including to direct payment or move cash or assets of the Trust, that would be defined as taking custody under the Advisers Act. In connection with the Trusts custody agreement(s), the Adviser and the Trust will ensure that no such rights are given to the Sub-Adviser. The Trust and the Adviser will ensure that the Sub-Adviser may use the Depositary Trust Companys Institutional Delivery System for trade confirmation and settlement. B-79. Expenses(a) During the term of this Agreement, the Sub-Adviser will bear all costs and expenses of its employees and any overhead incurred in connection with its duties hereunder, except as provided pursuant to paragraph (d) of this Section 9, and shall bear the costs of any salaries or trustees fees of any officers or trustees of the Trust who are affiliated persons (as defined in the 1940 Act) of the Sub-Adviser.(b) The Sub-Adviser shall not be responsible for any expenses of the Adviser or the Trust not specifically set forth in this Section 9 or otherwise in any written agreement between the Sub-Adviser and the Trust or the Adviser, as the case may be.(c) The Trust will bear all other costs, fees and expenses of its operations and transactions, including those relating to: (1) organization; (2) calculation of the Trusts net asset value (including the cost and expenses of any independent valuation firm, agent or other provider); (3) expenses payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for the Trust and in monitoring the Trusts investments; (4) interest payable on indebtedness and dividends and distributions on preferred shares, as applicable, if any, incurred to finance the Trusts investments; (5) offerings of the Trusts common shares and other securities (including, all fees, costs and expenses related thereto); (6) fees payable to third parties, including agents, legal counsel, consultants or other advisors, relating to, or associated with, evaluating and making investments; (7) administrator, transfer agent and custodian fees; (8) federal and state registration fees; (9) all costs of registration and listing the Trusts shares on any securities exchange; (10) federal, state and local taxes; (11) independent trustees fees and expenses; (12) costs of preparing and filing reports or other documents required by governmental bodies (including the SEC), including printing costs; (13) costs of any reports, proxy statements or other notices to shareholders, including printing costs; (14) insurance premiums for fidelity bond and other insurance coverage, including the Trusts allocable portion of the fidelity bond, trustees and officers errors and omissions liability insurance, including independent trustees liability insurance, and any other insurance premium; (15) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; (16) brokerage commissions, assignment fees and other costs in connection with the purchase, holding or sale of securities and other investment instruments (including, without limitation, security settlement costs; (17) expenses incidental to holding meetings of the Trusts shareholders, including proxy solicitations therefor; provided, however, that the Trust will not bear such expenses with respect to any meeting of the Trusts shareholders held for the purpose of seeking approval of a new investment sub-advisory agreement in connection with a change of control of the Sub-Adviser; (18) unusual, non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust is a party and legal obligations that the Trust may have to indemnify the Trusts directors, officers and/or employees or agents with respect to these actions, suits or proceedings; and (19) all other expenses incurred by the Trust in connection with administering the Trusts business.B-810. Compensation of the Sub-Adviser(a) The Trust agrees to pay to the Sub-Adviser, and the Sub-Adviser agrees to accept as full compensation for all services rendered by the Sub-Adviser under this Agreement, a monthly fee in arrears in an amount equal to the specified percentage of the advisory fee payable to the Adviser from the Trust (the Sub-Advisory Fee):Average Daily Managed AssetsSub-Adviser Percentage of Management Fees / (Fee Rate)Type of Fee SplitFirst $175 million55% / (0.44%)AbsoluteGreater than $175 million and up to $25050% / (0.40%)BlendedOver $250 million*50% / (0.40%)Absolute* If the Trusts Daily Managed Assets exceed $250 million for a period of more than 10 consecutive trading days, the Trusts management fee split will be reset to 50% to the Sub-Adviser and 50% to the Adviser on an Absolute Fee Split basis.(b) For any period less than a month during which this Agreement is in effect, the fee shall be prorated according to the proportion which such period bears to a full month of 28, 29, 30 or 31 days, as the case may be.(c) Blended Fee Split means the total sub-advisory fees paid to the Sub-Adviser will be a result of different sub-advisory fee rates assessed to different asset levels. By way of example, in a theoretical scenario in which the Trust has Managed Assets of $200 million, the resulting Sub-Advisory Fees for the Sub-Adviser will be equal to (0.44% x $175 million) + (0.40% x $25 million), with a Blended Fee Split of 0.431%.(d) Absolute Fee Split means the total sub-advisory fees paid to the Sub-Adviser will be a result of the applicable fee rate multiplied by all of the Trusts Managed Assets.(e) Managed Assets means the total assets of the Trust, including the assets attributable to the proceeds from financial leverage (including through the issuance of preferred shares or the issuance of senior securities representing indebtedness), minus liabilities, other than liabilities related to any financial leverage.(f) For purposes of this Agreement, the total assets of the Trust shall be calculated pursuant to the procedures adopted by resolutions of the Trusts Board of Trustees for calculating the value of the Trusts assets.(g) The Sub-Adviser may elect from time to time, in its sole discretion, to waive its right to receipt of all or a portion of the Sub-Advisory Fee.11. Representations and Warranties(a) The Trust represents and covenants to the Sub-Adviser as follows:(i) The Trust is duly organized and validly existing under the laws of the State of Delaware with the power to own and possess its assets.B-9(ii) The execution, delivery and performance by the Trust of this Agreement are within the Trusts powers and have been duly authorized by all necessary actions of the Board of Trustees, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (1) any provision of applicable law, rule or regulation, (2) the Trusts governing instruments, or (3) any agreement, judgment, injunction, order, decree or other instruments binding upon the Trust.(iii) The Trust is, or will be prior to commencing operations, registered as a closed-end management investment company under the 1940 Act and the Trusts shares are, or will be prior to commencing operations, registered under the Securities Act of 1933, as amended, and under any applicable state securities laws, or exempt from such registration.(iv) Prior to the Sub-Adviser commencing services under this Agreement, the Trust will have legal title to the assets in the Trust and no restrictions shall exist as to the ownership or transfer of such assets unless specifically set forth in this Agreement.(b) The Adviser represents and covenants to the Sub-Adviser as follows:(i) The Adviser is duly organized and validly existing under the laws of the State of Delaware.(ii) The execution, delivery and performance by the Adviser of this Agreement are within the Advisers powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance of this Agreement by the parties to this Agreement, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (1) any provision of applicable law, rule or regulation, (2) the Advisers governing instruments, or (3) any agreement, judgment, injunction, order, decree or other instruments binding upon the Adviser.(iii) This Agreement constitutes a valid and binding obligation of the Adviser, enforceable against the Adviser in accordance with its terms, except to the extent such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, or similar laws affecting the rights of creditors generally and by general equity principles.(iv) The Adviser is not prohibited by the 1940 Act or B-10the Advisers Act from serving as investment adviser to the Trust.(v) The Adviser hereby acknowledges receipt of Sub-Advisers Form ADV, Part 2 before, or at the time of, signing this Agreement.(c) The Sub-Adviser represents and covenants to the Adviser and the Trust as follows:(i) The Sub-Adviser is duly organized and validly existing under the laws of the State of Wisconsin.(ii) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Advisers powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance of this Agreement by the parties to this Agreement, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (1) any provision of applicable law, rule or regulation, (2) the Sub-Advisers governing instruments, or (3) any agreement, judgment, injunction, order, decree or other instruments binding upon the Sub-Adviser.(iii) This Agreement constitutes a valid and binding obligation of the Sub-Adviser, enforceable against the Sub-Adviser in accordance with its terms, except to the extent such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, or similar laws affecting the rights of creditors generally and by general equity principles.(iv) The Sub-Adviser is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement.12. Certain InformationThe Adviser shall promptly notify the Sub-Adviser, and the Sub-Adviser shall promptly notify the Trust and the Adviser in writing of the occurrence of any of the following events:(a) such party failing to be registered as an investment adviser under the Advisers Act;(b) such party having been served or otherwise have notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Trust;(c) the occurrence of any change in control of such party or any parent of such party within the meaning of the 1940 Act; or B-11(d) the occurrence of any material adverse change in the business or financial position of such party. 13. Limitation on LiabilityThe Sub-Adviser will not be liable for any error of judgment or mistake of law or for any loss suffered by Sub-Adviser, the Adviser or by the Trust in connection with the performance of this Agreement, except a loss resulting from a breach of a fiduciary duty with respect to the receipt of compensation for services or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder). Nothing herein shall constitute a waiver or restriction of any partys rights under applicable federal or state securities laws.14. IndemnificationThe Trust shall indemnify, defend and protect the Sub-Adviser, its members and their respective officers, managers, partners, parent, corporate group affiliates, agents, employees, controlling persons, members, and any other person affiliated with any of them (collectively, the Indemnified Parties) (each of whom shall be deemed a third party beneficiary hereof) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Trust or its security holders) arising out of or otherwise based upon the performance of any of the Sub-Advisers duties or obligations under this Agreement or otherwise as an investment adviser of the Trust. Notwithstanding the foregoing provisions of this Section 14 to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Trust or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of any Indemnified Partys duties or by reason of the reckless disregard of the Sub-Advisers duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder).15. Duration and Termination(a) This Agreement shall become effective as of the Effective Date and, unless sooner terminated with respect to the Trust as provided herein, shall continue in effect for a period of two years. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Trust for successive periods of 12 months, provided such continuance is specifically approved at least annually by both:(i) the vote of a majority of the Trusts Board of Trustees or the vote of a majority of the outstanding voting securities of the Trust at the time outstanding and entitled to vote, and B-12(ii) the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. (b) Notwithstanding the foregoing, this Agreement may be terminated by (i) the Adviser or the Trust at any time, without the payment of any penalty, upon giving the Sub-Adviser 60 days notice (which notice may be waived by the Sub-Adviser), provided that such termination by the Trust shall be directed or approved by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Trust at the time outstanding and entitled to vote, or (ii) the Sub-Adviser on 60 days written notice to the Trust and the Adviser (which notice may be waived by the Trust or the Adviser on behalf of both the Trust and the Adviser). (c) This Agreement will immediately terminate in the event of its assignment and will immediately terminate upon any termination of the Investment Advisory Agreement between the Trust and the Adviser.(d) As used in this Agreement, the terms majority of the outstanding voting securities, interested person and assignment shall have the same meanings of such terms in the 1940 Act.(e) The terms of Sections 5, 7, 10, 13, 14, 18, 19 and 20 of this Agreement shall survive the termination of this Agreement.16. NoticesAny notice under this Agreement shall be in writing to the other parties and shall be considered as properly given or made if (a) sent by overnight delivery by a nationally recognized air courier service, (b) sent by electronic mail with no receipt of error in the delivery, or (c) mailed by registered or certified mail, return receipt requested, and if addressed to the respective address listed below:If to Adviser, to: XA Investments, LLC 321 North Clark Street #2430 Chicago, IL 60654 Attention: General CounselIf to the Trust, to:Madison Covered Call & Equity Strategy Fund 321 North Clark Street #2430 Chicago, IL 60654 Attention: Chief Executive OfficerIf to Sub-Adviser, to:Madison Investment Holdings, Inc. 550 Science Drive Madison, WI 53711 Attention: Steven A. Carlor at such address as the other party may designate from time to time for the receipt of such notice and shall be deemed effective on receipt.17. Amendment of this AgreementNo provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. Any amendment of this Agreement shall be subject to the 1940 Act.B-1318. Governing LawThis Agreement shall be governed by and construed in accordance with the laws of the State of Delaware for contracts to be performed entirely therein without reference to choice of law principles thereof and in accordance with the applicable provisions of the 1940 Act. WAIVER OF JURY TRIAL AND PUNITIVE DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND ANY RIGHT TO SEEK PUNITIVE OR CONSEQUENTIAL DAMAGES.19. Use of the NameThe Sub-Adviser has consented to the use by the Trust of the name or identifying word Madison in the name of the Trust. Such consent is conditioned upon the employment of the Sub-Adviser as the investment sub-adviser to the Trust. The name or identifying word Madison may be used from time to time solely in connection with the Sub-Advisers services under this Agreement. The Sub-Adviser may require the Trust to cease using Madison in the name of the Trust, if the Trust ceases to employ, for any reason, the Sub-Adviser, any successor thereto or any affiliate thereof as investment sub-adviser of the Trust. If so required by the Sub-Adviser, the Trust will cease using Madison in its name as promptly as practicable and make all reasonable efforts to remove Madison from its name.20. Miscellaneous(a) The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.(b) If any provision of this Agreement is invalid, illegal, or unenforceable under applicable law of mandatory application, the validity, legality, and enforceability of that provision or condition in other instances and of the remaining provisions and conditions are not in any way affected thereby. (c) Nothing contained in this Agreement will be deemed to require the Trust to take any action contrary to the Trusts Amended and Restated Agreement and Declaration of Trust or By-laws, as they may be amended and/or restated from time to time, with notice to the Sub-Adviser, or any applicable statute or regulation, or to relieve or deprive the Board of Trustees of its responsibility for and control of the conduct of the affairs of the Trust. (d) This Agreement shall be binding on, and shall inure to the benefit of the parties hereto and their respective successors.(e) This Agreement may be executed in counterparts by the parties hereto, each of which when executed is deemed to be an original and all of which together are deemed to be one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.B-14(f) This Agreement constitutes the entire understanding and agreement, and supersedes any and all other proposals, understandings, and agreements among the parties with respect to the subject matter hereof.IN WITNESS WHEREOF, the parties hereto have caused the foregoing instrument to be executed by their duly authorized officers, all as of the day and the year first above written.MADISON COVERED CALL & EQUITY STRATEGY FUNDBy: Name: Title: XA INVESTMENTS LLCBy: Name: Title: MADISON ASSET MANAGEMENT, LLCBy: Name: Title: B-15EXHIBIT COTHER FUNDS WITH SIMILAR INVESTMENT OBJECTIVESMadison. The table below provides information regarding other registered investment companies managed by Madison which have a similar investment objective as the Fund.Name of Other FundOther Funds Investment ObjectiveAdvisers Management FeeNet Assets as of December 31, 2023Has Adviser Agreed to Waive or Reduce its Management Fee under any Applicable Contract?Madison Covered Call & Equity Income FundSeeks to provide consistent total return and, secondarily, to provide a high level of income and gains from option premiums.0.85%$261,020,326NoMadison Covered Call ETFSeeks to provide consistent total return and secondarily, to produce a high level of income and gains.0.90%1$82,690,175No1 Pursuant to an investment advisory agreement between Madison and the Madison ETFs Trust, on behalf of each series thereof (each, a Series), each Series has agreed to pay an annual unitary management fee to Madison. This unitary management fee is designed to pay each Series expenses and to compensate Madison for the services it provides to each Series. Out of the unitary management fee, Madison pays substantially all expenses of each Series, including the cost of investment management services, transfer agency, custody, fund administration, legal, audit and other service and license fees. The unitary fee does not cover, and therefore, each Series pays directly, interest, taxes, brokerage commissions, acquired fund fees and expenses and other expenses connected with the execution of portfolio transactions, distribution, and service fees payable pursuant to a Rule 12b-1 plan, if any, and extraordinary expenses.XAI. XAI does not manage other registered investment companies which have a similar investment objective as the Fund.C-1THIS PAGE INTENTIONALLY LEFT BLANKEVERY VOTE IS IMPORTANTMADISON COVERED CALL & EQUITY STRATEGY FUNDPO Box 43131Providence, RI 02940-3131VOTING OPTION:VOTE ON THE INTERNETLog on to:www.proxy-direct.comor scan the QR codeFollow the on-screen instructionsavailable 24 hoursVOTE BY PHONECall 1-800-337-3503Follow the recorded instructionsavailable 24 hoursVOTE BY MAILVote, sign and date this Proxy Card and return in the postage-paid envelopePlease detach at perforation before mailing.PROXYMADISON COVERED CALL & EQUITY STRATEGY FUNDSPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 15, 2024THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES. Greg D. Hoppe and Kyle Schalow (the Proxyholders), or any of them, each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Special Meeting of shareholders of the Madison Covered Call & Equity Strategy Fund (the "Fund"), to be held on Tuesday, October 15, 2024 at 9:00 a.m., local time at the offices of Madison Asset Management, LLC, 550 Science Drive, Madison, Wisconsin 53711, and any adjournments or postponements thereof.Shares represented by this proxy card when properly executed will be voted in the manner directed herein by the shareholder, and in the discretion of such proxies, upon any and all other matters as may properly come before the Special Meeting or any adjournment or postponement thereof. If no direction is made, on a properly executed card, this proxy will be voted "FOR" the proposals. If any of the Trustee nominees for any reason are unable or unwilling to serve, the Proxyholders will vote for the election of such other person as they may consider qualified. The shareholder hereby acknowledges receipt of this Notice of Special Meeting and Proxy Statement for the Special Meeting to be held on October 15, 2024.VOTE VIA THE INTERNET: www.proxy-direct.comVOTE VIA THE TELEPHONE: 1-800-337-3503MCC__34064_062724PLEASE MARK, SIGN, AND DATE ON THE REVERSE SIDE AND RETURN THE PROXY CARD USING THE ENCLOSED ENVELOPE.xxxxxxxxxxxxxx codeEVERY SHAREHOLDERS VOTE IS IMPORTANTImportant Notice Regarding the Availability of Proxy Materials for theSpecial Meeting to Be Held on October 15, 2024.The Proxy Statement for this meeting is available at:https://www.madisonfunds.com/MCNproxyPlease detach at perforation before mailing. TO VOTE, MARK BOXES BELOW IN BLUE OR BLACK AS SHOWN IN THIS EXAMPLE: xA.Proposals. THE BOARD RECOMMENDS YOU VOTE FOR THE FOLLOWING PROPOSALS: FOR AGAINST ABSTAIN 1. To approve a new investment advisory agreement between the Fund and XA Investments, LLC. FOR AGAINST ABSTAIN2. To approve a new investment subadvisory agreement among the Fund, Madison Asset Management, LLC and XA Investments, LLC. 3. To approve the election of five trustees to the Board of Trustees. FOR WITHHOLD01. Danielle Cupps* 02. Gregory Dingens** 03. Philip Franklin** 04. Scott Craven Jones*** 05. William Meyers*** *Class I Trustee to serve until the Funds 2027 Annual Meeting of Shareholders or until her successor shall have been elected and qualified.**Class II Trustee to serve until the Funds 2025 Annual Meeting of Shareholders or until his successor shall have been elected and qualified.***Class III Trustee to serve until the Funds 2026 Annual Meeting of Shareholders or until his successor shall have been elected and qualified.B. Authorized Signatures This section must be completed for your vote to be counted. Sign and Date Below.Note: Please sign exactly as your name(s) appear(s) on this proxy card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature.Date (mm/dd/yyyy) Please print date belowSignature 1 Please keep signature within the boxSignature 2 Please keep signature within the boxScanner bar code xxxxxxxxxxxxxx MCC 34064 xxxxxxxx Position(s) Held with Fund and Length of Time Served Principal Occupation(s)During the Past Five YearsNumber of Portfolios Overseen in XAI Fund Complex, if Elected(1)Other Directorshipsheld by TrusteeDanielle Cupps 1970NoneRetired. Formerly, Director, Digital Customer Engagement, McDonalds Corporation (2019-2022); Managing Director, Kinzie Capital Partners (2018) (private equity); Managing Director, BLG Capital Advisors (2016-2018) (family office); Director, Finance and Chief of Staff to CFO, Boeing Company (2006-2012).3NoneIndependent Trustee Nominee- Class IITo Serve until 2025 Annual MeetingGregory Dingens 1964NoneExecutive Vice President, Monroe Financial Partners, Inc. (2006-present) (investment banking and trading); Member, Siena Capital Partners GP LLC (2006-present) (private investment fund); Director, Qwickrate LLC (2012-present) (online marketplace for financial institutions).3None Number of Portfolios Overseen in XAI Fund Complex, if Elected(1) Other Directorshipsheld by Trustee Danielle Cupps 1970NoneRetired. Formerly, Director, Digital Customer Engagement, McDonalds Corporation (2019-2022); Managing Director, Kinzie Capital Partners (2018) (private equity); Managing Director, BLG Capital Advisors (2016-2018) (family office); Director, Finance and Chief of Staff to CFO, Boeing Company (2006-2012).3None None Retired. Formerly, Director, Digital Customer Engagement, McDonalds Corporation (2019-2022); Managing Director, Kinzie Capital Partners (2018) (private equity); Managing Director, BLG Capital Advisors (2016-2018) (family office); Director, Finance and Chief of Staff to CFO, Boeing Company (2006-2012). None Independent Trustee Nominee- Class II To Serve until 2025 Annual Meeting Gregory Dingens 1964 None Executive Vice President, Monroe Financial Partners, Inc. (2006-present) (investment banking and trading); Member, Siena Capital Partners GP LLC (2006-present) (private investment fund); Director, Qwickrate LLC (2012-present) (online marketplace for financial institutions). None Name and Yearof BirthPosition(s) Held with Fund and Length of Time ServedPrincipal Occupation(s)During the Past Five YearsNumber of Portfolios Overseen in XAI Fund Complex, if Elected(1)Other Directorshipsheld by TrusteePhilip G. Franklin 1951NoneRetired. Formerly, Chief Financial Officer and Executive Vice President, Littelfuse, Inc. (1998-2016) (electronics components).3TTM Technologies Inc. (2011-present); Chairman, Tribune Publishing Company (Tronc, Inc.) (2014-2021).Independent Trustee Nominee- Class IIITo Serve until 2026 Annual MeetingScott C. Jones 1962Trustee(since 2021)(2)Director, Carne Global Financial Services (US) LLC (2013-present); Managing Director, Park Agency, Inc. (2020-present) (investment firm).3Madison Funds (14 open end funds managed by Madison) (2019-present); Manager Directed Portfolios, a U.S. Bancorp series trust (9 open end funds) (2016-present).Interested Trustee Nominee- Class IIITo Serve until 2026 Annual Meeting23Name and Yearof BirthPosition(s) Held with Fund and Length of Time ServedPrincipal Occupation(s)During the Past Five YearsNumber of Portfolios Overseen in XAI Fund Complex, if Elected(1)Other Directorshipsheld by TrusteeWilliam Meyers(3)1966NonePresident of Riivendell Financial Group, LLC (2021-present).Formerly, Senior Advisor at XA Investments, LLC (2021-2023); Senior Managing Director (2017-2020) of Nuveen Securities, LLC and Nuveen Fund Advisors, LLC.3None(1) The term XAI Fund Complex refers to the following registered investment companies: (i) the XAI Octagon Floating Rate & Alternative Income Trust, (ii) the Octagon XAI CLO Income Fund, and (iii) assuming shareholder approval of the Proposals, the Fund.(2) Mr. Jones currently serves as a trustee of the Fund.(3) Mr. Meyers will be an interested person of the Fund because of his prior position as a Senior Adviser of XAI.Experience and Qualifications of the NomineesThe Current Board has determined that each nominee should be elected as a New Trustee of the Fund based on several factors (none of which alone is determinative). The Current Board believes that the New Trustees have balanced and diverse experiences, skills, attributes and qualifications, which will allow the New Board to operate effectively in governing the Fund and protecting the interests of shareholders. Among the factors the Current Board considered when concluding that each nominee should serve on the New Board were the following: availability and commitment to attend meetings and perform the responsibilities of a trustee; personal and professional background; educational background; financial expertise; ability to review critically, evaluate and discuss information provided to them; and ability to interact effectively with XAI, Madison, other service providers, and each other. Each nominees ability to perform his or her duties effectively is evidenced by professional accomplishments and prior or current management positions and experience. Furthermore, with respect to Mr. Jones, the Current Board considered his tenure on the Current Board and his familiarity with the Fund and Madison, as well as XAI.Following is a summary of various qualifications, experiences and skills of each nominee (in addition to business experience during the past five years as set forth in the table above) that contributed to the Current Boards conclusion that each individual should serve on the New Board. References to the qualifications, attributes and skills of the New Trustees do not constitute the 24holding out of any New Trustee as being an expert under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the SEC.Independent Trustee NomineesDanielle Cupps. Ms. Cupps has experience as a Director of CEO & Financial Communications, at McDonalds Corporation, Managing Director at Kinzie Capital Partners, a private equity firm, Managing Director at BLG Capital Advisors, a family office managing a global portfolio of alternative assets, in various roles, including Director of Corporate and Strategic Development and Chief of Staff in the Office of the Chief Financial Officer, at Boeing Company, Vice President at Code Hennessy & Simmons LLC, a private equity firm, and Associate in the private equity funds group at Goldman, Sachs & Co. Ms. Cupps is experienced in financial, regulatory and investment matters.Gregory Dingens. Mr. Dingens has over 25 years of investment management experience, including as Executive Vice President of Monroe Financial Partners, Inc., Member of Siena Capital Partners, a private investment fund, director of Qwickrate LLC, and Managing Director at both Lehman Brothers and Merrill Lynch. Mr. Dingens is experienced in financial, regulatory and investment matters.Philip Franklin. Mr. Franklin has experience as Chairman of Tribune Publishing Company, Chief Financial Officer and Executive Vice President of Littelfuse, Inc. and Chief Financial Officer and Vice President at OmniQuip International. Mr. Franklin is experienced in financial, accounting and regulatory matters.Scott Craven Jones. Mr. Jones has experience as a director at Carne Global Financial Services (US) LLC, Chief Operating Officer, Chief Financial Officer and Treasurer of Aurora Investment Management LLC, Executive Vice President and Chief Administrative Officer of Calamos Asset Management, Inc., Managing Director at Northern Trust Global Investments, in various roles at Nuveen Investments and as a trustee at various other fund complexes. Mr. Jones is experienced in financial, accounting, regulatory and investment matters.Interested Trustee NomineeWilliam Meyers. Mr. Meyers has over 35 years of investment management experience, including as President of Riivendell Financial Group, LLC, Senior Advisor at XA Investments, LLC, Senior Managing Director and Managing Director of Nuveen Securities, LLC and Nuveen Fund Advisors, LLC and Senior Vice President of Nuveen. Mr. Meyers is experienced in financial, regulatory and investment matters.Proposed New Executive Officers of the FundSet forth below is information concerning the persons who are anticipated to be elected as executive officers of the Fund by the New Board following the Closing Date. Officers serve at the pleasure of the board and until their successors are appointed and qualified or until their earlier resignation or 25removal. The business address of each person listed below is 321 North Clark Street, Suite 2430, Chicago, Illinois 60654, unless otherwise stated.Name and Year of BirthProposed Position(s) with the FundPrincipal Occupation(s) During the Past Five YearsTheodore J. Brombach1963President and Chief Executive OfficerCo-Chief Executive Officer of XAI (2016-present); Co-Founding Partner of XMS Capital Partners, LLC (2006-present).Kimberly Ann Flynn 1977Vice PresidentPresident, XAI (2024-present); Managing Director, XAI (2016-2024); Senior Vice President, Head of Product Development (2013-2016), Vice President (2009-2013), Assistant Vice President (2007-2009) and Associate (2004-2007), Nuveen Investments. Benjamin D. McCulloch 1981Chief Legal Officer and SecretaryGeneral Counsel & Managing Director, XAI (2019-present); Chief Compliance Officer, XAI (2021-present); Associate, Drinker Biddle & Reath LLP (2015-2019); Associate Counsel, First Trust Portfolios LP (2012-2015). Derek Mullins(1) 1973Chief Financial Officer and TreasurerManaging Partner, PINE Advisor Solutions, LLC (2018-present); Chief Financial Officer and Treasurer, Destra Investment Trust (2 portfolios) (2018-present); Chief Financial Officer and Treasurer, BlueBay Destra International & Event-Driven Credit Fund (2018-present); Chief Financial Officer and Treasurer, Destra Multi-Alternative Fund (2018-present); Chief Financial Officer and Treasurer, Primark Private Equity Investments Fund (2020-present); Chief Financial Officer and Treasurer, Bow River Capital Evergreen Fund (2020-present); Chief Financial Officer and Treasurer, Forum Real Estate Income Fund (2021-present).John Yogi Spence1962Vice PresidentCo-Chief Executive Officer, XAI (2016-present); Co-Founding Partner, XMS Capital Partners, LLC (2006-present).26Name and Year of BirthProposed Position(s) with the FundPrincipal Occupation(s) During the Past Five YearsRandi Roessler(1) 1981Chief Compliance OfficerDirector, PINE Advisor Solutions, LLC (2023-present); Chief Compliance Officer, Destra Investment Trust (2 portfolios) (2023-present); Chief Compliance Officer, BlueBay Destra International & Event-Driven Credit Fund (2023-present); Chief Compliance Officer, Destra Multi-Alternative Fund (2023-present); Chief Compliance Officer, ONEFUND Trust (2023-present); Chief Compliance Officer, Boston Trust Walden Funds (10 portfolios) (2023-present); Chief Compliance Officer, IDX Funds (2 portfolios) (2023-present); Chief Compliance Officer, Davis Selected Advisers, L.P., Davis Funds, Selected Funds, the Clipper Fund Trust, the Davis Fundamental ETF Trust, and Davis Distributors, LLC (2018-2023).(1) The business address of this person is: c/o PINE Advisors, LLC, 501 S. Cherry St., Suite 1090, Denver, CO 80246.Information about the Current Board of TrusteesSet forth below is information concerning the members of the Current Board, each of whom (with the exception of Mr. Jones) will resign upon the election of the New Trustees, which resignation shall be effective as of the Closing Date. The mailing address for each member of the Current Board is 550 Science Drive, Madison, Wisconsin 53711, except that Mr. Jones mailing address is 321 North Clark Street, Suite 2430, Chicago, Illinois 60654.Name and Year of BirthPosition(s) Held with Fund and Length of Time ServedPrincipal Occupation(s)During the Past Five YearsNumber of Portfolios Overseen inMadison Fund Complex (1)Other Directorshipsheld by TrusteeIndependent TrusteesRichard E. Struthers1952Class I Trustee, since 2017; current term ends 2026Clearwater Capital Management (investment advisory firm), Naples, FL, Chair and Chief Executive Officer, 1998 Present.34Madison Funds (15 open end funds) and Ultra Series Fund (14 open end funds), 2004 Present; Madison ETFs (4 open end funds), June 2023 Present.27Name and Year of BirthPosition(s) Held with Fund and Length of Time ServedPrincipal Occupation(s)During the Past Five YearsNumber of Portfolios Overseen inMadison Fund Complex (1)Other Directorshipsheld by TrusteeScott C. Jones1962Class II Trustee, since 2021; current term ends 2027See Mr. Jones biographical information in table above under the heading New Board of Trustees Nominees.16See Mr. Jones biographical information in table above under the heading New Board of Trustees Nominees.Steven P. Riege1954Class III Trustee, since 2015; current term ends 2025Ovation Leadership (management consulting), Milwaukee, WI, Owner/President, 2001 Present.Madison Funds (15 open end funds) and Ultra Series Fund (14 open end funds), 2005 Present; Madison ETFs (4 open end funds), June 2023 PresentInterested TrusteesJill M. Friedow(2)1964Class II Trustee, since 2023; current term ends 2027Vice President, 2023 PresentMadison Investment Holdings, Inc. (MIH), Madison Investment Advisors, LLC (MIA) and Madison Asset Management, LLC (Madison), Chief Technology Officer & Director of Operations, 2019-Present; Vice President & Director of Operations, 2010 - 2019; Vice President & Operations Manager, 2003-2010; Operations Manager, 1999-2003.30Madison Funds (15 open end funds) and Ultra Series Fund (14 open end funds), 2023 Present.(1) The term Madison Fund Complex refers to (i) the Madison Funds with 15 portfolios, (ii) the Ultra Series Fund with 14 portfolios, (iii) the Madison ETFs Trust with 4 active portfolios, and (iv) the Fund.(2) Ms. Friedow is an interested person of the Fund because of her position with Madison.For the Funds last fiscal year, the Current Board met five times. Each member of the Current Board attended 100% of the board meetings and the meetings of the board committees on which the trustee served during such period. Shareholders wishing to communicate with the Current Board or individual trustees should send such correspondence to the offices of Madison, 28550 Science Drive, Madison, Wisconsin 53711, c/o MCN, Secretary. Shareholder communications will be sent directly to the applicable board member(s). The Fund currently does not have a policy with respect to board members attendance at shareholder meetings.Current Executive Officers of the FundThe following table sets forth information concerning the current executive officers of the Fund, each of whom is expected to resign following the Closing of the Transaction, as the New Board is expected to appoint executive officers from the XAI organization and/or service providers to XAI. Jill Friedow is a Vice President of the Fund, and her biographical information is provided under the heading Information about the Current Board of Trustees, above. The mailing address for each current executive officer is 550 Science Drive, Madison, Wisconsin 53711.Name and Year of BirthPosition(s) Held with FundTerm of Office and Length of Time ServedPrincipal Occupation(s) During Past Five YearsPatrick F. Ryan1979PresidentSince March 2020Madison and MIA, Head of Multi-Asset Solutions and Portfolio Manager, 2018 Present; Madison Funds and Ultra Series Fund, President, March 2020 - Present; Madison ETFs, President, June 2023 PresentSteve J. Fredricks1970Chief Compliance Officer and Assistant SecretarySince 2018Madison and MIA, Chief Legal Officer, March 2020 Present and Chief Compliance Officer, 2018 Present; Madison Funds and Ultra Series Fund, Chief Compliance Officer and Assistant Secretary, 2018 - Present; Madison ETFs, Compliance Officer and Assistant Secretary, June 2023 Present; Jackson National Asset Management, LLC, Senior Vice President and Chief Compliance Officer, 2005 2018Greg D. Hoppe1969Vice President;Chief Financial OfficerSince March 2020; Since 2019MIH and MIA, Vice President, 1999 - Present; Madison, Vice President, 2009 Present; Madison Funds and Ultra Series Fund, Chief Financial Officer, 2019 - Present; Madison ETFs, Chief Financial Officer and Treasurer, June 2023 Present29Name and Year of BirthPosition(s) Held with FundTerm of Office and Length of Time ServedPrincipal Occupation(s) During Past Five YearsKyle Schalow1995Assistant TreasurerSince July 2024Madison and MIA, Senior Accountant, 2022 - Present; Madison Funds, Ultra Series Fund and Madison ETFs Trust, Assistant Treasurer, July 2024 PresentBaker Tilly US LLP, Senior Accountant, 2018 2022Terri Wilhelm1968Secretary;Assistant SecretarySince July 2024; from 2022 - June 2024Madison and MIA, Senior Compliance Analyst, September 2022 Present; Madison Funds and Ultra Series Fund, Secretary, July 2024 - Present and Assistant Secretary 2022 June 2024; Madison ETFs, Secretary July 2024 - Present and Assistant Secretary, June 2023 July 2024;State of Wisconsin Investment Board, Senior Paralegal, 2017 2022Brandon Redwing1979Assistant Secretary andAnti-Money Laundering OfficerSince July 2024Madison and MIA, Mutual Fund Operations Manager, April 2024 - Present; Madison Funds, Ultra Series Fund and Madison ETFs Trust, Assistant Secretary and Anti-Money Laundering Officer, July 2024 Present. SS&C Technologies, Client Relationship Manager 2020 March 2024Current Board Committees, Leadership Structure and Risk Oversight Committees. The Current Board has determined that the efficient conduct of the trustees affairs makes it desirable to delegate responsibility for certain specific matters to committees of the Current Board. The committees meet as often as necessary, either in conjunction with regular meetings of the trustees or otherwise. The Current Board currently has two standing committees: the Audit Committee and the Nominating and Governance Committee.Audit Committee. The Current Board has an Audit Committee which is comprised of Richard E. Struthers (Chair), Steven P. Riege and Scott C. Jones. In addition to being independent trustees, as defined under the 1940 Act, each of these trustees also meets the additional independence requirements set forth in the NYSE Listed Company rules. The Audit Committee is charged with selecting an independent registered public accounting firm for the Fund and reviewing accounting matters with the Funds independent registered public accounting firm. The Audit Committee 30of the Current Board met four times during the last fiscal year. The Audit Committee presents the following report:The Audit Committee: (i) reviewed and discussed with management of the Fund the audited financial statements of the Fund for the fiscal year ended December 31, 2023; (ii) discussed with the Funds independent registered public accounting firm the matters required to be discussed under Public Company Accounting Oversight Board ("PCAOB") Auditing Standard No. 16, Communications with Audit Committee and all other communications required by other PCAOB Standards or Rules; and (iii) received the written disclosures and the letter from the Funds independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent accountants communications with the Audit Committee concerning the independence of the Funds independent registered public accounting firm. Based on these reviews and discussions, the Audit Committee recommended to the Current Board that the financial statements be included in the Funds Annual Report for the fiscal year ended December 31, 2023 and filed with the SEC.The Audit Committee is governed by a written charter, the most recent version of which was approved by the Current Board on May 23, 2024 (the Audit Committee Charter). In accordance with proxy rules promulgated by the SEC, the Funds Audit Committee Charter is required to be filed at least once every three years as an exhibit to the Funds proxy statement, and was last filed in 2022 as Attachment A to the Funds proxy statement. It is also available on the Funds website at www.madisonfunds.com. You may request a hard copy of the Audit Committee Charter to be mailed to you by calling the Fund toll-free at 1-800-767-0300.Nominating & Governance Committee. The Current Board has a Nominating & Governance Committee which is comprised of Steven P. Riege (Chair), Richard E. Struthers and Scott C. Jones. In addition to being independent trustees, as defined under the 1940 Act, each of these trustees also meets the additional independence requirements set forth in the NYSE Listed Company rules. The Nominating & Governance Committee of the Current Board met four times during the last fiscal year.The Nominating & Governance Committee is governed by a written charter, the most recent version of which was approved by the Current Board on February 22, 2024 (the Nominating & Governance Committee Charter). In accordance with proxy rules promulgated by the SEC, the Funds Nominating & Governance Committee Charter is required to be filed at least once every three years as an exhibit to the Funds proxy statement, and was last filed in 2022 as Attachment B to the Funds proxy statement. It is also available on the Funds website at www.madisonfunds.com. You may request a hard copy of the Nominating & Governance Committee Charter to be mailed to you by calling the Fund toll-free at 1-800-767-0300.As part of its duties, the Nominating & Governance Committee makes recommendations to the full Current Board with respect to candidates for the board. The Nominating & Governance Committee also will consider 31trustee candidates recommended by shareholders. In considering candidates submitted by shareholders, the Nominating & Governance Committee will take into consideration the needs of the board and the qualifications of the candidate. To have a candidate considered by the Nominating & Governance Committee, a shareholder must submit the recommendation in writing and must include the information required by the Procedures for Shareholders to Submit Nominee Candidates, which are set forth in Appendix A to the Nominating & Governance Committee Charter. The shareholder recommendation must be sent to the Funds Secretary, c/o Madison Asset Management, LLC, 550 Science Drive, Madison, Wisconsin 53711.Leadership Structure. The Current Board is relatively small and operates in a collegial atmosphere. Although no member is formally charged with acting as Chair, Mr. Ryan, the President of the Fund, acts as the Chairperson of board meetings. All Current Board members are expected to provide their input into establishing the boards meeting agenda. Likewise, each Current Board meeting contains a standing agenda item for any board member to raise new or additional items he or she believes is important in connection with Fund governance. The Current Board has charged Mr. Riege with acting as the lead independent trustee for purposes of communicating with Madison, the Funds Chief Compliance Officer, counsel to the independent trustees and Fund counsel on matters relating to the Current Board as a whole. The independent trustees often meet in executive session without representatives of Madison present (including meetings with counsel, the Chief Compliance Officer, and the Funds independent public accounting firm).Current Boards Role in Risk Oversight. Madison is responsible for the overall risk management of the Fund, which includes supervising its affiliated and third-party service providers and identifying and mitigating possible events that could adversely impact the Funds business, operations or performance. Risks to the Fund include investment, legal, compliance and regulatory risks, as well as the risk of operational failure or lack of business continuity. The Current Board oversees risk management of the Funds investment programs through the Audit Committee and through oversight by the Current Board itself. The Chief Compliance Officer of the Fund, who reports directly to the independent trustees, provides the Current Board with quarterly updates and a comprehensive annual report regarding the processes and controls in place to address regulatory, compliance, legal and operational risk. The Current Board exercises its oversight in conjunction with Madison, the Funds Chief Compliance Officer, Fund counsel and counsel to the independent trustees by requesting reports and presentations at regular intervals throughout the year. Additionally, the Audit Committee receives periodic reports from the Funds independent accountants. The Current Boards committee structure requires an independent trustee to serve as chair of the Nominating & Governance Committee and the Audit Committee. The Current Board receives regular written reports describing and analyzing the investment performance of the Fund. In addition, the portfolio managers of the Fund meet with the Current Board periodically to discuss portfolio performance and answer the Boards questions with respect to portfolio strategies and risks. The Current Board also receives regular written reports from the Funds Chief Financial Officer that enable the Board to monitor the number of fair valued securities in the Funds portfolio, the reasons for the fair valuation and the methodology used to arrive at the fair value. Such reports 32also include information concerning illiquid securities within the Funds portfolio. The Current Board and/or the Audit Committee may also review valuation procedures and pricing results with the Funds independent auditors in connection with the review of the results of the audit of the Funds year-end financial statements. The Current Board also receives regular compliance reports prepared by the compliance staff of Madison, and meets regularly with the Funds Chief Compliance Officer to discuss compliance issues, including compliance risks. As required under applicable rules, the independent trustees meet regularly in executive session with the Funds Chief Compliance Officer. The Current Board also adopts compliance policies and procedures for the Fund and approves such procedures as appropriate for certain of the Funds service providers. The compliance policies and procedures are specifically designed to detect and prevent violations of the federal securities laws.The Current Board recognizes that it is not possible to identify all of the risks that may affect the Fund or to develop processes and controls to eliminate or mitigate their occurrence or effects. The Current Board periodically reviews the effectiveness of its oversight of the Fund and the processes and controls in place to limit identified risks. The Current Board may, at any time and in its discretion, change the manner in which it conducts its risk oversight role.Given the small size of the Current Board, its committee structure, the openness of Current Board meetings to active input by all Current Board members, its utilization of executive sessions, the role of the lead independent trustee and the Current Boards quarterly focus on compliance and risk management, the Current Board has determined that its current leadership structure is appropriate for the protection of Fund investors.New Board Proposed Committees, Leadership Structure and Risk Oversight Committees. It is expected that the New Board will establish two standing committees, an Audit Committee and a Governance Committee. The committees are expected to meet as often as necessary, either in conjunction with regular meetings of the trustees or otherwise.Audit Committee. The Audit Committee will be generally responsible for reviewing and evaluating issues related to the accounting and financial reporting policies and internal controls of the Fund and, as appropriate, the internal controls of certain service providers, overseeing the quality and objectivity of the Funds financial statements and the audit thereof and acting as a liaison between the New Board and the Funds independent registered public accounting firm. It is expected that the Audit Committee will be composed entirely of independent trustees. The Audit Committee will be governed by a written Audit Committee Charter, which will be approved by the New Board at its first meeting. Once approved, a copy of the Audit Committee Charter will be available on the Funds website at www.xainvestments.com.Governance Committee. The Governance Committee will be responsible for recommending qualified candidates to the New Board in the event that a position is vacated or created. In considering trustee nominee candidates, the Governance Committee will take into account a wide variety of factors, including the overall diversity of the New Boards composition. It is expected that the Governance Committee will be composed entirely of 33independent trustees. It is anticipated that the Governance Committee will consider recommendations by shareholders if a vacancy were to exist. In considering candidates recommended to the Governance Committee by shareholders, the Governance Committee will take into consideration the needs of the New Board and the qualifications of the candidate. The Governance Committee may also take into consideration the number of shares held by the recommending shareholder and the length of time that such shares have been held. In order to be considered, following the Closing Date, such recommendations should be forwarded to the Secretary of the Fund, c/o XA Investments LLC, 321 North Clark Street, Suite 2430, Chicago, Illinois 60654. The Governance Committee will be governed by a written Governance Committee Charter, which will be approved by the New Board at its first meeting. Once approved, a copy of the Governance Committee Charter will be available on the Funds website at www.xainvestments.com.Leadership Structure. The primary responsibility of the New Board will be to represent the interests of the Fund and its shareholders, and to provide oversight of the management of the Fund. The New Board will be comprised of five trustees, four of whom (including the chairperson) are independent trustees and one of whom is an interested trustee. Generally, the New Board will act by majority vote of all the trustees, including a majority vote of the independent trustees if required by applicable law.It is proposed that Mr. Dingens will be appointed as the independent chairperson, who will preside at meetings of the New Board and who will be responsible for, among other things, setting the tone of New Board meetings and seeking to encourage open dialogue and independent inquiry among the New Trustees and management. The New Board will meet regularly four times each year to discuss and consider matters concerning the Fund, and also hold special meetings to address matters arising between regular meetings. Regular meetings generally will take place in-person; other meetings may take place in-person or by telephone. The New Board will establish two standing committees (as described above) and will delegate certain responsibilities to those committees, each of which will be comprised solely of independent trustees. The New Board and its committees will meet periodically throughout the year to oversee the Funds activities, review contractual arrangements with service providers, review the Funds financial statements, oversee compliance with regulatory requirements, and review performance. The independent trustees will be represented by independent legal counsel at board and committee meetings and will regularly meet outside the presence of Fund management. The New Board believes that this leadership structure, including an independent chairperson, a supermajority of independent trustees and committee membership limited to independent trustees, is appropriate in light of the characteristics and circumstances of the Fund.New Boards Role in Risk Oversight. The New Board will oversee risk directly and through the committee structure it intends to establish. As described above, the New Board expects to establish an Audit Committee and a Governance Committee to assist in its oversight functions, including its oversight of the risks of the Fund. Each committee will report its activities to the New Board on a regular basis. The New Board intends to adopt and periodically review policies, procedures and controls designed to address different types of risks, including, among others, investment risk, liquidity risk, operational risk, and valuation risk, as well as the overall business risk 34relating to the Fund. The New Board will also oversee the implementation of a variety of processes, procedures and controls by the Fund, XAI, Madison and other service providers to the Fund to address various risks. In addition, as part of the New Boards anticipated periodic review of the Funds service provider agreements, including agreements with XAI and Madison, the New Board may consider risk management aspects of the service providers operations and the functions for which they are responsible.The New Board will appoint a Chief Compliance Officer for the Fund, who will oversee the development of compliance policies and procedures of the Fund that are reasonably designed to minimize the risk of violations of the federal securities laws. The Chief Compliance Officer will report directly to the New Boards independent trustees, and will provide presentations to the New Board at its quarterly meetings and an annual report on the application of the compliance policies. The New Board will discuss relevant risks affecting the Fund with the Chief Compliance Officer at these meetings. The New Board will approve compliance policies and will review the Chief Compliance Officers reports. Further, the New Board will annually review the effectiveness of the compliance policies, as well as the appointment and compensation of the Chief Compliance Officer.The New Board will require officers of the Fund to report to the New Board on a variety of matters at regular and special meetings of the New Board and its committees, as applicable, including matters relating to risk management. The Audit Committee will also receive reports from the Funds independent registered public accounting firm on internal control and financial reporting matters. In addition, the New Board will receive reports from XAI and Madison on the investments and securities trading of the Fund. The New Board will also require XAI and Madison to report to the New Board on other matters relating to risk management on a regular and as-needed basis.Board CompensationThe following table sets forth the compensation paid to each member of the Current Board by the Fund for the Funds fiscal year ended December 31, 2023. In addition, all independent trustees are reimbursed for reasonable travel and out-of-pocket expenses incurred to attend meetings of the Current Board or its committees. The Funds interested trustees and officers receive no compensation from the Fund for performing the duties of their office. 35Trustee NameAggregate Compensationfrom FundTotal Compensation from Fund and Madison Fund Complex(1)Scott C. Jones$12,000$74,000Steven P. Riege(2)$13,000$123,000Richard E. Struthers$12,000$115,000(1) The term Madison Fund Complex refers to (i) the Madison Funds with 15 portfolios, (ii) the Ultra Series Fund with 14 portfolios, (iii) the Madison ETFs Trust with 4 active portfolios, and (iv) the Fund. (2) As lead independent trustee, Mr. Riege receives an additional $8,000 from the Madison Fund Complex, $1,000 of which is allocated to the Fund.Board Transactions with Fund AffiliatesAs of the date hereof, none of the independent trustees on the Current Board, the nominees for independent trustee on the New Board, nor their immediate family members owned beneficially or of record any securities of Madison, XAI, or any of their affiliates. In addition, during the past five years, neither the independent trustees on the Current Board, the nominees for independent trustee on the New Board, nor members of their immediate families, had a direct or indirect interest, the value of which exceeds $120,000, in Madison, XAI, or any of their affiliates. Likewise, since the beginning of the last two completed fiscal years of the Fund, neither the independent trustees on the Current Board, the nominees for independent trustee on the New Board, nor members of their immediate families had a direct or indirect interest in any transaction or series of transactions, the value of which exceeds $120,000 and to which any of the following persons was (or is to be) a party: (i) the Fund, (ii) any officer of the Fund, or (iii) Madison, XAI, or any of their affiliates. Consequences of Shareholders not approving the New BoardIf the New Board is not approved by shareholders, the Fund will abandon all three Proposals, and Madison will continue to serve as the investment adviser of the Fund and the Current Board will continue to oversee the Fund. Recommendation of the Board of TrusteesFor the reasons set forth above, the Current Board recommends that shareholders of the Fund vote FOR each New Trustee.36ADDITIONAL INFORMATIONInformation about the FundThe Fund is a closed-end management investment company organized as a Delaware statutory trust. Madison Asset Management, LLC is the investment adviser to the Fund. Madisons principal office is located at 550 Science Drive, Madison, Wisconsin 53711. In addition to investment management services, under the Existing Advisory Agreement, Madison is also responsible for managing the Funds administrative affairs under an Existing Services Agreement, and in this capacity, oversees State Street Bank and Fund Company (State Street), which currently serves as sub-administrator to the Fund. State Streets address is 801 Pennsylvania Avenue, Kansas City, Missouri 64105. The Funds current custodian is State Street, and its current transfer agent is Computershare, 150 Royall Street, Suite 101, Canton, MA 02021. The Fund does not place any brokerage transactions with any affiliates of Madison. XA Investments LLC is proposed to be the new investment adviser to the Fund as a result of the Transaction, with Madison serving as the subadviser to the Fund. XAIs principal office is located at 321 North Clark Street, Suite 2430, Chicago, Illinois 60654. Information about MadisonMadison Asset Management, LLC was founded in 1974, and is a direct, wholly-owned (100% owned) subsidiary of Madison Investment Holdings (MIH), the ultimate corporate parent of Madison. Both Madisons and MIH's principal office is located at 550 Science Drive, Madison, Wisconsin 53711. As of May 31, 2024, Madison and its affiliates managed approximately $25.7 billion in assets, including open-end mutual funds, separately managed accounts and wrap accounts. Exhibit B contains information with respect to other funds managed by Madison which have a similar investment objective as the Fund. The mailing address of principal officers and directors of MIH is 550 Science Drive, Madison, Wisconsin 53711. Information regarding the principal executive officers and directors of Madison is as follows: NameTitle/Principal OccupationSteven CarlChairman of the Board and Board Member of MIH; (Principal Executive Officer; Chief Distribution Officer)Paul LefurgeyBoard Member of MIH(Retired)Frank BurgessBoard Member of MIH(Retired)Richard EisingerBoard Member of MIH(Head of Equities, Portfolio Manager)Information about XAIXA Investments LLC was founded in 2016 by XMS Capital Partners. XAIs principal office is located at 321 North Clark Street, Suite 2430, Chicago, Illinois 60654. As of May 31, 2024, XAI and its affiliates managed $681 million in assets, including two closed-end funds. XAI also provides investment fund restructuring and consulting services focused on closed-end 37funds. Exhibit B contains information with respect to other funds managed by XAI which have a similar investment objective as the Fund. Information regarding the principal executive officers and directors of XAI is as follows:NameTitleJohn Yogi SpenceCo-Chief Executive OfficerTheodore F. BrombachCo-Chief Executive OfficerKimberly Ann FlynnPresidentBenjamin D. McCullochGeneral Counsel & Managing DirectorKevin B. DavisManaging Director & Head of SalesInformation about Independent Registered Public Accounting FirmFor the fiscal years ended December 31, 2022 and December 31, 2023, and the current fiscal year ending December 31, 2024, Deloitte & Touche LLP (D&T) has been selected as the Funds independent registered public accounting firm by the Audit Committee of the Fund to audit the accounts of the Fund. The Fund does not know of any direct or indirect financial interest of D&T in the Fund. Representatives of D&T will not be in attendance at the Meeting.Audit Fees. The aggregate fees billed to the Fund by D&T for professional services rendered for the audit of the Funds annual financial statements for the Funds fiscal years ended December 31, 2022 and December 31, 2023 were approximately $23,950 and $24,450, respectively.Audit-Related Fees. The aggregate fees billed by D&T and approved by the Audit Committee of the Fund for the Funds fiscal years ended December 31, 2022 and December 31, 2023 for assurance and related services reasonably related to the performance of the audit of the Funds annual financial statements were $0 and $0, respectively. D&T did not perform any other assurance and related services that were required to be approved by the Funds Audit Committee for such periods.Tax Fees. The aggregate fees billed by D&T and approved by the Audit Committee of the Fund for the Funds fiscal years ended December 31, 2022 and December 31, 2023 for professional services rendered for tax compliance, tax advice, and tax planning were approximately $4,652 and $4,799, respectively (such fees relate to tax services provided by D&T in connection with the review of the Funds tax returns). D&T did not perform any other tax compliance or tax planning services or render any tax advice that was required to be approved by the Funds Audit Committee for such periods.All Other Fees. Other than those services described above, D&T did not perform any other services on behalf of the Fund for the Funds fiscal years ended December 31, 2022 and December 31, 2023.Audit Committees Pre-Approval Policies and Procedures. As noted above, the Audit Committee is governed by the Audit Committee Charter, which includes Pre-Approval Policies and Procedures. The Audit Committee of the Fund has (i) pre-approved all audit and non-audit services provided by D&T to the Fund, and (ii) all non-audit services provided by D&T to Madison, or any entity controlling, controlled by, or under common control with Madison that provides ongoing services to the Fund which are related to the operations of the Fund (of which there were none), for the fiscal years ended December 3831, 2022 and December 31, 2023. None of the services described above for the Funds fiscal years ended December 31, 2022 and December 31, 2023 were approved by the Audit Committee pursuant to the pre-approval exception under Rule 2-01(c)(7)(i)(c) of Regulation S-X promulgated by the SEC.Voting InformationGeneral; Record Date. The record holders of the outstanding shares of the Fund as of the close of business on July 22, 2024 (the Record Date) are entitled to vote at the Meeting and any adjournment or postponement thereof. Each shareholder is entitled to one vote per share and a fractional vote with respect to fractional shares. Whether you expect to be personally present at the Meeting or not, we encourage you to vote by proxy. You can do this by phone or the Internet or by completing, dating, signing, and returning the accompanying proxy card using the enclosed postage prepaid envelope. By voting by proxy, your shares will be voted as you instruct. If no choice is indicated, your shares will be voted FOR each Proposal, and in the discretion of the persons named as proxies on such other matters that properly may come before the Meeting.Any shareholder giving a proxy may revoke it at any time before it is exercised at the Meeting by submitting to the Secretary of the Fund a written notice of revocation or a subsequently signed proxy card (i.e., a later-dated proxy), or by attending the Meeting and voting in person. A prior proxy can also be revoked by proxy voting again through the website or toll-free number noted on the enclosed proxy card. Proxy cards and written notices of revocation must be received by the Fund prior to the Meeting. If not so revoked, the shares represented by the proxy will be voted at the Meeting and any postponements or adjournments of the Meeting. Attendance by a shareholder at the Meeting does not by itself revoke a proxy.As of the Record Date, the Fund had 21,087,537 shares issued and outstanding.Solicitation of Proxies and Related Costs. The solicitation of proxies will occur principally by mail. In addition to solicitation by mail, certain officers and representatives of the Fund and officers and employees of Madison (who will receive no extra compensation for their services) and representatives of the Funds proxy solicitor, Computershare, may solicit proxies by telephone, the Internet, facsimile, letter, or other electronic means. If instructions are recorded by telephone, the person soliciting the proxies will use procedures designed to authenticate shareholders identities to allow shareholders to authorize the voting of their shares in accordance with their instructions, and to confirm that a shareholders instructions have been properly recorded.The expenses incurred in connection with preparing the Proxy Statement and its enclosures and all related legal and proxy solicitation expenses will be paid by Madison and/or XAI. These expenses are estimated to be approximately $250,000.Quorum. In order for a vote on any Proposal to be taken at the Meeting, there must exist a quorum of shareholders of the Fund eligible to vote on such Proposal. To have a quorum, the holders of a majority of the shares entitled to vote on each Proposal must be present in person or by proxy at the Meeting. 39For this purpose, whether a quorum exists is determined on a Proposal-by-Proposal basis.Abstentions and Broker Non-Votes. For purposes of determining the presence of a quorum for each Proposal, abstentions and broker non-votes are treated as present. Broker non-votes occur when a nominee holding shares for a beneficial owner does not vote on a Proposal because the nominee does not have discretionary voting powers with respect to that Proposal and has not received instructions from the beneficial owner. Abstentions and broker non-votes have the effect of a vote against Proposals 1 and 2, while abstentions and broker non-votes have no effect on the outcome of Proposal 3. Adjournment. It may become necessary from time to time to adjourn the Meeting in order to allow more time to solicit additional proxies, as necessary, if there are insufficient votes at the time of the Meeting to constitute a quorum or to approve any Proposal. Under the Funds governing documents, any meeting of shareholders, whether or not a quorum is present, may be adjourned from time to time by: (i) the vote of the majority of the shares represented at that meeting, either in person or by proxy; or (ii) in his or her discretion by the chairperson of the meeting. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting. Accordingly, if a quorum is not present at the Meeting with respect to any Proposal, it is expected that the holders of proxies will vote to authorize the adjournment of the Meeting with respect to such Proposal(s) in order to solicit additional proxies. Even if a quorum is present at the Meeting with respect to some or all Proposals, but there are insufficient votes to approve a Proposal, it is also expected that the holders of proxies will vote to authorize the adjournment of the Meeting to solicit additional proxies with respect to such Proposal(s). If the Meeting is adjourned, the adjourned meeting must be held not later than 180 days after the Record Date and may be held without further notice, other than an announcement at the Meeting in accordance with the Funds governing documents and as permitted under Delaware law. Votes Required to Pass the ProposalsProposal 1. In order for the New Advisory Agreement to be approved, it must be approved by the holders of a majority of the outstanding voting securities of the Fund. The term majority of the outstanding voting securities (as defined in the 1940 Act and used in this Proxy Statement) means: the affirmative vote of the lesser of (i) 67% or more of the voting securities of the Fund present at the Meeting if more than 50% of the outstanding voting securities of the Fund are present in person or by proxy, or (ii) more than 50% of the outstanding voting securities of the Fund. Proposal 2. In order for the New Subadvisory Agreement to be approved, it must be approved by the holders of a majority of the outstanding voting securities of the Fund, using the same definition of this term described above regarding Proposal 1. Proposal 3. In order for the New Trustees to be elected, the entire slate of nominees must be approved by the affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote at the Meeting. Votes withheld will have the same effect as a vote against the Proposal.Please note that if you sign, date, and return the proxy card, but do not specify a vote on each Proposal, your shares will be voted in favor of each Proposal, and in the discretion of the proxies named therein with respect to any other 40business that may properly come before the Meeting or any postponements or adjournments thereof. IMPORTANT: Each Proposal must be approved in order for the Fund to move forward with any of the Proposals. If shareholders do not approve one of the Proposals, the Fund will abandon all three Proposals, and Madison will continue to serve as the investment adviser of the Fund and the Current Board will continue to oversee the Fund. No Dissenters RightsShareholders have no rights under applicable law or the Funds Declaration of Trust or Bylaws to exercise dissenters rights of appraisal with respect to any Proposal.Summary of Certain Aspects of Delaware Control Share Acquisition StatuteThe Fund is subject to the control share acquisition statute (the Control Share Statute) contained in Subchapter III of the Delaware Statutory Trust Act (the DSTA), which became automatically applicable to listed closed-end funds, such as the Fund.The Control Share Statute provides for a series of voting power thresholds above which shares are considered control beneficial interests (referred to here as control shares). Once a threshold is reached, an acquirer has no voting rights under the DSTA with respect to shares acquired in excess of that threshold (i.e., the control shares) unless approved by shareholders of the Fund or exempted by the Board. The Control Share Statute provides procedures for an acquirer to request a shareholder meeting for the purpose of considering whether voting rights shall be accorded to control shares.The foregoing is only a summary of certain aspects of the Control Share Statute. Some uncertainty around the application under the 1940 Act of state control share statutes exists as a result of recent federal and state court decisions that have found that certain control share acquisition provisions violate the 1940 Act.Security Ownership of Management, Trustees and Principal ShareholdersAs of the Record Date, to the best of the knowledge of the Fund, no trustee or officer of the Fund beneficially owned 1% or more of the outstanding shares of the Fund, and the trustees and the officers of the Fund, as a group, beneficially owned less than 1% of the outstanding shares of the Fund. The Current Board is not aware of any arrangements, the operation of which may result in a change in control of the Fund. The following table shows the dollar range of the Funds equity securities that are beneficially owned* by each member of the Current Board and the existing officers as of the Record Date. As of the same date, the nominees for New Trustee did not hold any equity securities of the Fund. * Beneficial Ownership is determined in accordance with Section 16a-1(a)(2) of the Exchange Act.41Trustee/Officer NameDollar Range of Beneficially-Owned Securities of the FundAggregate Dollar Range of Beneficially-Owned Securities of the Madison Fund Complex(1)Scott C. JonesNoneOver $100,000Steven P. RiegeNone$10,001 - $50,000Richard E. StruthersNone$10,001 - $50,000Jill M. Friedow$0 - $10,000$50,001 - $100,000Patrick F. RyanNoneOver $100,000Steve J. FredricksNone$50,001 - $100,000Greg D. HoppeNoneOver $100,000Brandon RedwingNone$1 - $10,000Kyle SchalowNoneNoneTerri WilhelmNoneNone(1) The term Madison Fund Complex refers to (i) the Madison Funds with 15 portfolios, (ii) the Ultra Series Fund with 14 portfolios, (iii) the Madison ETFs Trust with 4 active portfolios, and (iv) the Fund.As of the Record Date, to the knowledge of the Fund, no person owned of record or owned beneficially more than 5% of the voting securities of the Fund.Section 16 Beneficial Ownership Reporting ComplianceSection 16(a) of the Exchange Act and Section 30(h) of the 1940 Act require the Funds executive officers and trustees, certain officers of the Funds investment adviser, affiliated persons of the investment adviser, and persons who beneficially own more than 10% of the Funds shares to file certain reports of ownership (Section 16 filings) with the SEC and the NYSE. Based upon the Funds review of the copies of such forms effecting the Section 16 filings received by it, the Fund believes that for Funds fiscal year ended December 31, 2023, all filings applicable to such persons were completed and filed in a timely manner.HouseholdingThe SEC has adopted rules that permit investment companies, such as the Fund, to satisfy delivery requirements for proxy statements with respect to two or more shareholders sharing the same address by delivering a single proxy statement addressed to those shareholders. This process, which is commonly referred to as householding, could result in extra convenience and cost savings for the Fund and its shareholders.If possible, depending on shareholder registration and address information, and unless you have otherwise opted out, only one copy of this Proxy Statement will be sent to shareholders at the same address. However, each shareholder will receive separate proxy cards. If you currently receive multiple copies of proxy statements or shareholder reports and would like to request to receive a single copy of documents in the future, please contact your financial services firm.42Shareholder Proposals for Subsequent MeetingsShareholder proposals intended for inclusion in the Funds proxy statement in connection with the Funds 2025 Annual Meeting of Shareholders pursuant to Rule 14a-8 under the Exchange Act, must be received by the Fund at its principal executive offices by February 12, 2025. In order for the proposals made outside of Rule 14a-8 under the Exchange Act to be considered timely within the meaning of Rule 14a-4(c) under the Exchange Act, such proposals much be received by the Fund at its principal executives offices not later than the close of business on May 3, 2025, nor earlier than the close of business on April 3, 2025. The timely submission of a proposal does not guarantee its inclusion. Whether a proposal is included in a proxy statement will be determined in accordance with applicable federal and state laws, as well as the Funds governing documents.Other Matters to Come Before the MeetingNo business other than the Proposals described in this Proxy Statement are expected to come before the Meeting, but should any other matter requiring a vote of shareholders arise, the persons named as proxies will vote thereon in their discretion according to their best judgment in the interests of the Fund and its shareholders.Dated: August 7, 2024PLEASE COMPLETE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED ENVELOPE. YOU MAY ALSO VOTE BY INTERNET OR TELEPHONE IN ACCORDANCE WITH THE INSTRUCTIONS SET FORTH ON THE ENCLOSED PROXY CARD.43EXHIBIT ANEW INVESTMENT ADVISORY AGREEMENTINVESTMENT ADVISORY AGREEMENTINVESTMENT ADVISORY AGREEMENT (the Agreement), dated as of [ ], 2024 between Madison Covered Call and Equity Strategy Fund, a Delaware statutory trust (the Trust), and XA Investments LLC, a Delaware limited liability company (the Adviser).WHEREAS, the Adviser has agreed to furnish investment management and advisory services to the Trust, a closed-end management investment company registered under the Investment Company Act of 1940, as amended (the 1940 Act);WHEREAS, the Adviser is a registered investment adviser under the Investment Advisers Act of 1940, as amended (the Advisers Act); WHEREAS, this Agreement has been approved in accordance with the provisions of the 1940 Act, and the Adviser is willing to furnish such services upon the terms and conditions herein set forth; andNOW, THEREFORE, in consideration of the mutual premises and covenants herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged, it is agreed by and between the parties hereto as follows:1. Appointment(a) The Trust hereby appoints the Adviser to act as the investment adviser to the Trust and to furnish the management and investment advisory services described herein, for the period and upon the terms herein set forth.(b) The Adviser hereby agrees, all as more fully set forth herein, to act as investment adviser to the Trust with respect to the investment of the Trusts assets and to supervise and arrange for the day-to-day operations of the Trust and the purchase of securities for and the sale of securities held in the investment portfolio of the Trust.(c) The Adviser for all purposes in this Agreement will be deemed to be an independent contractor and, unless otherwise expressly provided or authorized in this Agreement, will have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. 2. Duties and Obligations of the Adviser with Respect to Investment of Assets of the Trust. (a) Subject to the direction and control of the Trusts Board of Trustees, the Adviser shall:(i) act as investment adviser for and supervise and manage the investment and reinvestment of the Trusts assets and, in connection therewith, have complete discretion in purchasing and selling securities and other assets for the Trust and in voting, exercising consents and exercising all other rights appertaining to such securities and other A-1assets on behalf of the Trust; (ii) supervise the investment program of the Trust and the composition of its investment portfolio; and (iii) arrange, subject to the provisions of Section 5 hereof, for the purchase and sale of securities and other assets held in the investment portfolio of the Trust. (b) In performing its duties under this Section 2, the Adviser may delegate some or all of its duties and obligations under this Agreement to one or more investment sub-advisers; provided, however, that any such delegation shall be pursuant to an agreement with terms agreed upon by the Trust and approved in a manner consistent with the 1940 Act and provided, further, that no such delegation shall relieve the Adviser from its duties and obligations of management and supervision of the management of the Trusts assets pursuant to this Agreement and to applicable law.(c) The Adviser shall maintain business continuity, cybersecurity, disaster recovery and backup capabilities and facilities in keeping with industry standards and Securities and Exchange Commission (SEC) requirements through which the Adviser will be able to perform its obligations hereunder with minimal disruptions or delay. (d) To the extent prohibited by Regulation S-P, the Adviser and its affiliates will not disclose any non-public personal information, as defined in Regulation S-P, received from the Trust regarding any shareholder unless in accordance with an exception under Regulation S-P, or as otherwise may be permitted by law. The Adviser represents and warrants that, in accordance with applicable state privacy laws and Regulation S-P, it has implemented safeguards by adopting policies and procedures reasonably designed to: (i) insure the security and confidentiality of records and non-public personal information of shareholders; (ii) protect against any anticipated threats or hazards to the security or integrity of shareholder records and non-public personal information; and (iii) protect against unauthorized access to or use of such shareholder records or non-public personal information that could result in substantial harm or inconvenience to any shareholder. The Adviser shall treat confidentially all records of the Trust and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where the Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or (ii) when so requested by the Trust.(e) The Adviser acknowledges that, in compliance with the Bank Secrecy Act, as amended, the USA PATRIOT Act, and any implementing regulations thereunder (together, the AML Laws), the Trust has adopted anti-money laundering policies and procedures (the AML Policies). The Adviser agrees to comply with the Trusts AML Policies and the AML Laws, as the same may apply to the Adviser, now and in the future, and understands and agrees that the Trust may disclose information regarding the Adviser to governmental and/or regulatory or self-regulatory authorities to the extent required by applicable law or regulation and may file reports with such authorities as may be required by such law or regulation.A-2(f) The Adviser shall provide such information as may reasonably be requested by the Board under Section 15(c) of the 1940 Act in connection with its annual consideration of this Agreement.3. Duties and Obligations of the Adviser with Respect to the Management of the TrustThe Adviser shall perform the management services necessary for the operation of the Trust, including providing the Trust necessary personnel and such other services as the Adviser, subject to review by the Board of Trustees, from time to time shall determine to be necessary or useful to perform its obligations under this Agreement. The Adviser, also on behalf of the Trust, shall conduct relations with administrators, custodians, depositories, transfer agents, pricing agents, investor support service providers, investor relations providers, dividend disbursing agents, other shareholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable.4. Covenants(a) In the performance of its duties under this Agreement, the Adviser shall at all times conform to, and act in accordance with, any requirements imposed by:(i) the provisions of the 1940 Act and the Advisers Act and all applicable Rules and Regulations of the SEC; (ii) any other applicable provision of law; (iii) the provisions of this Agreement and Declaration of Trust and By-Laws of the Trust, as such documents are amended from time to time; (iv) the investment objective, policies and restrictions of the Trust as set forth in its Registration Statement on Form N-2; and (v) any policies and determinations of the Board of Trustees of the Trust.(b) The Adviser will maintain a written code of ethics (the Code of Ethics) pursuant to Rule 17j-1 under the 1940 Act, a copy of which will be provided to the Trust, and will institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Adviser will follow such Code of Ethics in performing its services under this Agreement.(c) The Adviser will maintain compliance policies and procedures adopted pursuant to Rule 206(4)-7 under the Advisers Act and Rule 38a-1 under the 1940 Act, a copy of which will be provided to the Trust, and follow such compliance policies and procedures in performing its services under this Agreement; and(d) The Adviser will cooperate with the chief compliance officer of the Trust in connection with the implementation and operation of the Trusts compliance policies and procedures adopted pursuant to Rule 38a-1 under the 1940 Act, and will prepare necessary reports and provide the Trusts chief compliance officer with access to information reasonably necessary for the Trust to comply with Rule 38a-1.A-35. Portfolio Transactions(a) In the performance of its duties under this Agreement, the Adviser will place orders either directly with the issuer or with any broker or dealer. Subject to the other provisions of this paragraph, in placing orders with brokers and dealers, the Adviser will attempt to obtain the best price and the most favorable execution of its orders, and all such brokerage placement shall be made in compliance with Section 28(e) of the Securities Exchange Act of 1934, as amended. In placing orders, the Adviser will consider the experience and skill of the firms securities traders as well as the firms financial responsibility and administrative efficiency. Consistent with this obligation, the Adviser may select brokers on the basis of the research, statistical and pricing services they provide to the Trust and other clients of the Adviser. Information and research received from such brokers will be in addition to, and not in lieu of, the services required to be performed by the Adviser hereunder. A commission paid to such brokers may be higher than that which another qualified broker would have charged for effecting the same transaction, provided that the Adviser determines in good faith that such commission is reasonable in terms either of the transaction or the overall responsibility of the Adviser to the Trust and its other clients and that the total commissions paid by the Trust will be reasonable in relation to the benefits to the Trust over the long-term. In no instance, however, will the Trusts securities be purchased from or sold to the Adviser, or any affiliated person thereof, except to the extent permitted by the SEC or by applicable law.(b) At the request of the Board of Trustees of the Trust, the Adviser will identify and provide a written description to the Board of Trustees of soft dollar arrangements that the Adviser maintains with respect to the Trust or with brokers or dealers that execute transactions for the Trust, and of research and other services provided to the Adviser by a broker or dealer (whether prepared by such broker or dealer or by a third party) as a result, in whole or in part, of the direction of Trust transactions to the broker or dealer. (c) From time to time, the Adviser or brokers or dealers affiliated with it may find themselves in a position to buy for certain of their clients (each an Account) securities which the Advisers investment advisory clients wish to sell, and to sell for certain of their clients securities which other advisory clients wish to buy. Where one of the parties is an advisory client, the Adviser or the affiliated broker or dealer cannot participate in this type of transaction (known as a cross transaction) on behalf of an advisory client and retain commissions from one or both parties to the transaction without the advisory clients consent. This is because in a situation where the Adviser is making the investment decision (as opposed to a brokerage client who makes his own investment decisions), and the Adviser or an affiliate is receiving commissions from both sides of the transaction, there is a potential conflicting division of loyalties and responsibilities on the Advisers part regarding the advisory client. The SEC has adopted a rule under the Advisers Act that permits the Adviser or its affiliates to participate on behalf of an Account in agency cross transactions if the advisory client has given written consent in advance. By execution of this Agreement, the Trust authorizes the Adviser or its affiliates to participate in agency cross transactions involving an Account. The Trust may revoke its consent at any time by written notice to the Adviser.A-46. ConfidentialityEach of the Trust and the Adviser acknowledge and agree that pursuant to this Agreement, either party may have access to the other partys confidential and proprietary information and materials concerning or pertaining to the others business. Each party will receive and hold such information in the strictest confidence, and acknowledge, represent, and warrant that it will use its best efforts to protect the confidentiality of this information. Each party agrees that, without the prior written consent of the other party, which approval shall not be unreasonably withheld, they will not use, copy, or divulge to third parties or otherwise use, except in accordance with the terms of this Agreement, any information obtained from or through the other party in connection with this Agreement; provided, however, this covenant shall not apply to information (i) which is in the public domain now or when it becomes in the public domain in the future, other than by reason of a breach of this Agreement, (ii) which has come to either party from a lawful source not bound to maintain the confidentiality of such information, other than from the other party or an affiliate or representative of that party, (iii) disclosures which are required by law, regulatory authority, regulation or legal process or are made to any regulatory agency in the normal course of an examination, audit or investigation involving such party, or (iv) disclosure as reasonably necessary in the course of business to third parties subject to a duty to maintain the confidentiality of the information.7. Services Not Exclusive(a) Nothing in this Agreement shall prevent the Adviser or any officer, employee or other affiliate thereof from acting as investment adviser for any other person, firm or corporation, or from engaging in any other lawful activity, and shall not in any way limit or restrict the Adviser or any of its officers, employees or agents from buying, selling or trading any securities for its or their own accounts or for the accounts of others for whom it or they may be acting; provided, however, that the Adviser will undertake no activities which, in its judgment, will adversely affect the performance of its obligations under this Agreement.(b) The Adviser may manage other investment accounts and funds, including those with investment objectives similar to the Trust. Securities considered as investments for the Trust may also be appropriate for other investment accounts and funds that may be managed by the Adviser. Subject to applicable laws and regulations, the Adviser will attempt to allocate equitably portfolio transactions among the portfolios of its other investment accounts and funds purchasing securities whenever decisions are made to purchase or sell securities by the Trust and one or more of such other accounts or funds simultaneously. In making such allocations, the main factors to be considered by the Adviser will be the respective investment objectives of the Trust and such other accounts and funds, the relative size of portfolio holdings of the same or comparable securities, the availability of cash for investment by the Trust and such other accounts and funds, the size of investment commitments generally held by the Trust and such accounts and funds, and the opinions of the persons responsible for recommending investments to the Trust and such other accounts and funds. 8. Books and Records(a) The Adviser undertakes and agrees to maintain or cause others to maintain, in the form and for the period required by Rule 31a-2 A-5under the 1940 Act, all records relating to the Trusts investments that are required to be maintained by the Trust pursuant to the 1940 Act with respect to the Advisers responsibilities under this Agreement for the Trust, and which are not otherwise maintained by the administrator, fund accounting agent, custodian or other service providers to the Trust.(b) In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Adviser hereby agrees that all records which it maintains for the Trust are the property of the Trust and further agrees to surrender promptly to the Trust any such records upon the Trusts request. 9. CustodyNothing in this Agreement will require the Adviser to take or receive physical possession of cash, securities, or other investments of the Trust. 10. Expenses(a) During the term of this Agreement, the Adviser will bear all costs and expenses of its employees and any overhead incurred in connection with its duties hereunder, except as provided pursuant to paragraph (c) of this Section 10, and shall bear the costs of any salaries or trustees fees of any officers or trustees of the Trust who are affiliated persons (as defined in the 1940 Act) of the Adviser.(b) The Trust will bear all other costs, fees and expenses of its operations and transactions, including those relating to: (1) organization; (2) calculation of the Trusts net asset value (including the cost and expenses of any independent valuation firm, agent or other provider); (3) expenses payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for the Trust and in monitoring the Trusts investments; (4) interest payable on indebtedness and dividends and distributions on preferred shares, as applicable, if any, incurred to finance the Trusts investments; (5) offerings of the Trusts common shares and other securities (including, all fees, costs and expenses related thereto); (6) fees payable to third parties, including agents, legal counsel, consultants or other advisors, relating to, or associated with, evaluating and making investments; (7) administrator, transfer agent and custodian fees; (8) federal and state registration fees; (9) all costs of registration and listing the Trusts shares on any securities exchange; (10) federal, state and local taxes; (11) independent trustees fees and expenses; (12) costs of preparing and filing reports or other documents required by governmental bodies (including the SEC), including printing costs; (13) costs of any reports, proxy statements or other notices to shareholders, including printing costs; (14) insurance premiums for fidelity bond and other insurance coverage, including the Trusts allocable portion of the fidelity bond, trustees and officers errors and omissions liability insurance, including independent trustees liability insurance, and any other insurance premium; (15) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; (16) brokerage commissions, assignment fees and other costs in connection with the purchase, holding or sale of securities and other investment instruments (including, without limitation, security settlement costs); (17) expenses incidental to holding meetings of the Trusts shareholders, including proxy solicitations therefor; provided, however, that the Trust will not bear such expenses with respect to any meeting of the Trusts shareholders held for the purpose of seeking shareholder approval of a new investment advisory agreement in connection A-6with a change of control of the Adviser; (18) unusual, non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust is a party and legal obligations that the Trust may have to indemnify the Trusts directors, officers and/or employees or agents with respect to these actions, suits or proceedings; and (19) all other expenses incurred by the Trust in connection with administering the Trusts business.(c) The Trust may, if and to the extent approved by the Board of Trustees, including a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, from time to time reimburse the Adviser for certain costs and expenses incurred by the Adviser in connection with the management of the Trusts assets, which may include the Trusts allocable share of portfolio management and trading software costs, research expenses (including modeling and analytic software costs), diligence expenses and out-of-pocket travel costs incurred in connection with the management of the Trusts assets. For the avoidance of doubt, in no event shall expenses associated with the general overhead of the Adviser be reimbursed by the Trust.11. Compensation of the Adviser(a) The Trust agrees to pay to the Adviser and the Adviser agrees to accept as full compensation for all services rendered by the Adviser as such, a monthly fee in arrears at an annual rate equal to 0.80% of the Trusts average daily value of the Trusts Managed Assets. For any period less than a month during which this Agreement is in effect, the fee shall be prorated according to the proportion which such period bears to a full month of 28, 29, 30 or 31 days, as the case may be. (b) Managed Assets means the total assets of the Trust, including the assets attributable to the proceeds from financial leverage (including through the issuance of preferred shares or the issuance of senior securities representing indebtedness), minus liabilities, other than liabilities related to any financial leverage. (c) For purposes of this Agreement, the total assets of the Trust shall be calculated pursuant to the procedures adopted by resolutions of the Trustees of the Trust for calculating the value of the Trusts assets.(d) The Adviser may elect from time to time, in its sole discretion, to waive its right to reimbursement or its receipt of the advisory fee.12. Representations and Warranties(a) The Trust represents and covenants to the Adviser as follows:(i) The Trust is duly organized and validly existing under the laws of the State of Delaware with the power to own and possess its assets.(ii) The execution, delivery and performance by the Trust of this Agreement are within the Trusts powers and have been duly authorized by all necessary actions of the Board of Trustees, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or A-7regulation, (ii) the Trusts governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instruments binding upon the Trust.(iii) The Trust is, or will be prior to commencing operations, registered as a closed-end management investment company under the 1940 Act and the Trusts shares are, or will be prior to commencing operations, registered under the Securities Act of 1933, as amended, and under any applicable state securities laws, or exempt from such registration.(b) The Adviser represents and covenants to the Trust as follows:(i) The Adviser is duly organized and validly existing under the laws of the State of Delaware.(ii) The execution, delivery and performance by the Adviser of this Agreement are within the Advisers powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance of this Agreement by the parties to this Agreement, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Advisers governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instruments binding upon the Adviser.(iii) The Adviser is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement.13. Limitation on LiabilityThe Adviser will not be liable for any error of judgment or mistake of law or for any loss suffered by Adviser or by the Trust in connection with the performance of this Agreement, except a loss resulting from a breach of a fiduciary duty with respect to the receipt of compensation for services or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder).14. IndemnificationThe Trust shall indemnify, defend and protect the Adviser, its members and their respective officers, managers, partners, agents, employees, controlling persons, members and any other person affiliated with any of them (collectively, the Indemnified Parties) (each of whom shall be deemed a third party beneficiary hereof) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, A-8investigation or other proceeding (including an action or suit by or in the right of the Trust or its security holders) arising out of or otherwise based upon the performance of any of the Advisers duties or obligations under this Agreement or otherwise as an investment adviser of the Trust. Notwithstanding the foregoing provisions of this Section 12 to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Trust or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of any Indemnified Partys duties or by reason of the reckless disregard of the Advisers duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder).15. Duration and Termination(a) This Agreement shall become effective as of the date hereof and, unless sooner terminated with respect to the Trust as provided herein, shall continue in effect for a period of two years. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Trust for successive periods of 12 months, provided such continuance is specifically approved at least annually by both:(i) the vote of a majority of the Trusts Board of Trustees or the vote of a majority of the outstanding voting securities of the Trust at the time outstanding and entitled to vote, and (ii) the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. (b) Notwithstanding the foregoing, this Agreement may be terminated by the Trust at any time, without the payment of any penalty, upon giving the Adviser 60 days notice (which notice may be waived by the Adviser), provided that such termination by the Trust shall be directed or approved by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Trust at the time outstanding and entitled to vote, or by the Adviser on 60 days written notice to the Trust (which notice may be waived by the Trust). (c) This Agreement will immediately terminate in the event of its assignment. (d) As used in this Agreement, the terms majority of the outstanding voting securities, interested person and assignment shall have the same meanings of such terms in the 1940 Act.(e) The terms of Sections 6, 8, 13 and 14, 18, 19 and 20 of this Agreement shall survive the termination of this Agreement.16. NoticesAny notice under this Agreement shall be in writing to the other party at such address as the other party may designate from time to time for the receipt of such notice and shall be deemed to be received on the earlier of the date actually received or on the fourth day after the postmark if such notice is A-9mailed first class postage prepaid.17. Amendment of this AgreementNo provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. Any amendment of this Agreement shall be subject to the 1940 Act.18. Governing LawThis Agreement shall be governed by and construed in accordance with the laws of the State of Delaware for contracts to be performed entirely therein without reference to choice of law principles thereof and in accordance with the applicable provisions of the 1940 Act.19. Use of the NameThe Adviser has consented to the use by the Trust of the name or identifying word XA, XAI or XA Investments in the name of the Trust. Such consent is conditioned upon the employment of the Adviser as the investment adviser to the Trust. The name or identifying word XA, XAI or XA Investments may be used from time to time in other connections and for other purposes by the Adviser and any of its affiliates. The Adviser may require the Trust to cease using XA, XAI or XA Investments in the name of the Trust, if the Trust ceases to employ, for any reason, the Adviser, any successor thereto or any affiliate thereof as investment adviser of the Trust. If so required by the Adviser, the Trust will cease using XA, XAI or XA Investments in its name as promptly as practicable and make all reasonable efforts to remove XA, XAI or XA Investments from its name.20. Miscellaneous(a) The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.(b) If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. (c) Nothing contained in this Agreement will be deemed to require the Trust to take any action contrary to the Trusts Amended and Restated Agreement and Declaration of Trust or By-laws, as they may be amended and/or restated from time to time, or any applicable statute or regulation, or to relieve or deprive the Board of Trustees of its responsibility for and control of the conduct of the affairs of the Trust. (d) This Agreement shall be binding on, and shall inure to the benefit of the parties hereto and their respective successors.(e) This Agreement may be executed in counterparts by the parties hereto, each of which shall constitute an original counterpart, and all of which, together, shall constitute one Agreement. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.A-10(f) This Agreement constitutes the entire understanding and agreement, and supersedes any and all other proposals, understandings, and agreements among the parties with respect to the subject matter hereof.IN WITNESS WHEREOF, the parties hereto have caused the foregoing instrument to be executed by their duly authorized officers, all as of the day and the year first above written.MADISON COVERED CALL & EQUITY STRATEGY FUNDBy: Name: Title: XA INVESTMENTS LLCBy: Name: Title: A-11EXHIBIT BNEW SUBADVISORY AGREEMENTINVESTMENT SUBADVISORY AGREEMENTINVESTMENT SUB-ADVISORY AGREEMENT (the Agreement), dated as of [ ], 2024 (the Effective Date) among Madison Covered Call and Equity Strategy Fund, a Delaware statutory trust (the Trust), XA Investments LLC, a Delaware limited liability company (the Adviser), and Madison Asset Management, LLC a Wisconsin limited liability company (the Sub-Adviser).WHEREAS, the Adviser has agreed to furnish investment management and advisory services to the Trust, a closed-end management investment company registered under the Investment Company Act of 1940, as amended (the 1940 Act);WHEREAS, the investment advisory agreement between the Adviser and the Trust dated as of [ ] (such agreement or the most recent successor agreement between such parties relating to advisory services to the Trust is referred to herein as the Investment Advisory Agreement) contemplates that the Adviser may sub-contract investment advisory services with respect to the Trust to a sub-adviser(s) pursuant to a sub-advisory agreement(s) agreeable to the Trust and approved in accordance with the provisions of the 1940 Act;WHEREAS, the Adviser wishes to retain the Sub-Adviser to provide certain sub-advisory services; WHEREAS, the Sub-Adviser is a registered investment adviser under the Investment Advisers Act of 1940, as amended (the Advisers Act); andWHEREAS, this Agreement has been approved in accordance with the provisions of the 1940 Act, and the Sub-Adviser is willing to furnish such services upon the terms and conditions herein set forth;NOW, THEREFORE, in consideration of the mutual premises and covenants herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged, it is agreed by and between the parties hereto as follows:1. Appointment(a) The Adviser hereby appoints the Sub-Adviser to act as the investment sub-adviser to the Trust and to furnish the services described herein, for the period and upon the terms herein set forth.(b) The Sub-Adviser hereby agrees, all as more fully set forth herein, to act as investment sub-adviser to the Trust and to furnish the services described below with respect to the investment of the Trusts assets and the purchase of securities for and the sale of securities held in the investment portfolio of the Trust.(c) The Sub-Adviser for all purposes in this Agreement will be deemed to be an independent contractor and, unless otherwise expressly provided or authorized in this Agreement, will have no authority to act for or represent the Adviser or the Trust in any way B-1or otherwise be deemed an agent of the Adviser or the Trust. 2. Duties and Obligations of the Sub-Adviser with Respect to Investment of Assets of the Trust(a) Subject to the oversight and supervision of the Adviser and direction and control of the Trusts Board of Trustees, the Sub-Adviser will act as sub-adviser for the Trust and perform one or more of the following services at the request of the Adviser in connection with the investment and reinvestment of the Trusts assets: (i) managing the investment and reinvestment of the assets of the Trust in accordance with the investment policies and guidelines of the Trust;(ii) subject to the provisions of Section 4 hereof, purchasing and selling securities and other assets for the Trust and placing orders for purchases and sales of assets of the Trust; (iii) providing investment research and credit analysis concerning the assets of the Trust; (iv) monitoring on a daily basis the investment activities and portfolio holdings relating to the Trust;(v) voting proxies relating to the Trusts portfolio securities in accordance with the proxy voting policies and procedures of the Sub-Adviser; and(vi) settlement of transactions and completing corporate actions. (b) At the request of the Adviser, the Sub-Adviser will also, subject to the oversight and supervision of the Adviser and the direction and control of the Trusts Board of Trustees, consult with the Adviser as to the overall management of the assets of the Trust and the investment policies and practices of the Trust, including (but not limited to) the use by the Trust of financial leverage and matters relating to such financial leverage (e.g., form, amount and costs) and the utilization by the Trust of any interest rate or other hedging or risk management transactions in connection therewith. (c) In addition, the Sub-Adviser will keep the Trust and the Adviser informed of developments relating to the Sub-Adviser or the Trusts investments materially affecting the Trust and shall, upon request, furnish to the Adviser and the Trust all information relevant to such developments. (d) The Sub-Adviser will periodically communicate to the Adviser or other service providers of the Trust, at such times as the Adviser may request, information concerning the purchase and sale of securities for the Trust and such other information as the Adviser may reasonably require for purposes of fulfilling its obligations to the Trust under the Investment Advisory Agreement.(e) In addition to the investment policies and guidelines of the Trust, the Adviser may from time to time communicate to the Sub-Adviser instructions (the Instructions) in writing that limit or supplement the investment policies and guidelines and are subject to approval by the Sub-B-2Adviser, which approval shall not be unreasonably withheld. Neither the investment policies and guidelines nor the Instructions shall require the Sub-Adviser to obtain capabilities or resources beyond those it possesses as of the Effective Date. The Adviser shall promptly notify the Sub-Adviser, in writing, of any change in the investment policies and guidelines that is made for any reason, including but not limited to a change by the Adviser, the Trust or in any applicable law or regulation. The Adviser acknowledges that the Sub-Adviser may be required to terminate delivery of certain data or services used in managing the Trust in the event the Sub-Adviser is no longer able to obtain such data or services.(f) The Sub-Adviser shall maintain business continuity, cybersecurity, disaster recovery and backup capabilities and facilities in keeping with industry standards and Securities and Exchange Commission (SEC) requirements through which the Sub-Adviser will be able to perform its obligations hereunder with minimal disruptions or delay. (g) To the extent prohibited by Regulation S-P, the Sub-Adviser and its affiliates will not disclose any non-public personal information, as defined in Regulation S-P, received from the Trust regarding any shareholder unless in accordance with an exception under Regulation S-P, or as otherwise may be permitted by law. The Sub-Adviser represents and warrants that, in accordance with applicable state privacy laws and Regulation S-P, it has implemented safeguards by adopting policies and procedures reasonably designed to: (i) insure the security and confidentiality of records and non-public personal information of shareholders; (ii) protect against any anticipated threats or hazards to the security or integrity of shareholder records and non-public personal information; and (iii) protect against unauthorized access to or use of such shareholder records or non-public personal information that could result in substantial harm or inconvenience to any shareholder. The Sub-Adviser shall treat confidentially all records of the Trust and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where the Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or (ii) when so requested by the Trust.(h) The Sub-Adviser acknowledges that, in compliance with the Bank Secrecy Act, as amended, the USA PATRIOT Act, and any implementing regulations thereunder (together, the AML Laws), the Trust has adopted anti-money laundering policies and procedures (the AML Policies). The Sub-Adviser agrees to comply with the Trusts AML Policies and the AML Laws, as the same may apply to the Sub-Adviser, now and in the future, and understands and agrees that the Trust may disclose information regarding the Sub-Adviser to governmental and/or regulatory or self-regulatory authorities to the extent required by applicable law or regulation and may file reports with such authorities as may be required by such law or regulation.(i) The Sub-Adviser shall provide such information as may reasonably be requested by the Adviser and/or the Board of Trustees under Section 15(c) of the 1940 Act in connection with its annual consideration of this Agreement.B-3(i) Nothing in this Agreement is deemed to impose on the Sub-Adviser responsibility for the preparation of the Trusts financial statements or the Trusts other financial and regulatory filing and reporting obligations, provided that the Sub-Adviser shall provide sub-certifications in the form reasonably requested by the Trust relating to the Sub-Advisers services under this Agreement to assist the Trust in complying with the provisions of the Sarbanes-Oxley Act of 2002.3. Covenants(a) In the performance of its duties under this Agreement, the Sub-Adviser shall at all times conform to, and act in accordance with, any requirements imposed by:(i) the provisions of the 1940 Act and the Advisers Act and all applicable Rules and Regulations of the SEC; (ii) any other applicable provision of law; (iii) the provisions of this Agreement and Declaration of Trust and By-Laws of the Trust, as such documents are amended from time to time; (iv) the investment objective, policies and restrictions of the Trust as set forth in its Registration Statement on Form N-2 and as supplemented from time to time by the Trusts shareholder reports and other SEC filings; and (v) any policies and determinations of the Board of Trustees of the Trust.(b) The Sub-Adviser will not consult with any other sub-adviser of the Trust or any other sub-adviser to a fund under common control with the Trust concerning transactions of the Trust in securities or other assets.(c) The Sub-Adviser will maintain a written code of ethics (the Code of Ethics) pursuant to Rule 17j-1 under the 1940 Act, a copy of which will be provided to the Trust and the Adviser, and will institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Sub-Adviser will follow such Code of Ethics in performing its services under this Agreement.(d) The Sub-Adviser will maintain compliance policies and procedures adopted pursuant to Rule 206(4)-7 under the Advisers Act and Rule 38a-1 under the 1940 Act, a copy of which will be provided to the Trust and the Adviser, and follow such compliance policies and procedures in performing its services under this Agreement; and(e) The Sub-Adviser will cooperate with the chief compliance officer of the Trust in connection with the implementation and operation of the Trusts compliance policies and procedures adopted pursuant to Rule 38a-1 under the 1940 Act, and will prepare necessary reports and provide the Trusts chief compliance officer with access to information reasonably necessary for the Trust to comply with Rule 38a-1.4. Portfolio Transactions(a) In the performance of its duties under this Agreement, the Sub-Adviser will place orders either directly with the issuer or with any broker B-4or dealer. Subject to the other provisions of this paragraph, in placing orders with brokers and dealers, the Sub-Adviser will attempt to obtain the best price and the most favorable execution of its orders, and all such brokerage placement shall be made in compliance with Section 28(e) of the Securities Exchange Act of 1934, as amended. In placing orders, the Sub-Adviser will consider the experience and skill of the firms securities traders as well as the firms financial responsibility and administrative efficiency. Consistent with this obligation, the Sub-Adviser may select brokers on the basis of the research, statistical and pricing services they provide to the Trust and other clients of the Sub-Adviser. Information and research received from such brokers will be in addition to, and not in lieu of, the services required to be performed by the Sub-Adviser hereunder. A commission paid to such brokers may be higher than that which another qualified broker would have charged for effecting the same transaction, provided that the Sub-Adviser determines in good faith that such commission is reasonable in terms either of the transaction or the overall responsibility of the Sub-Adviser to the Trust and its other clients and that the total commissions paid by the Trust will be reasonable in relation to the benefits to the Trust over the long-term. In no instance, however, will the Trusts securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except to the extent permitted by the SEC or by applicable law.(b) At the request of the Adviser or the Trust, the Sub-Adviser will identify and provide a written description to the Adviser and the Board of Trustees of the Trust of soft dollar arrangements that the Sub-Adviser maintains with respect to the Trust or with brokers or dealers that execute transactions for the Trust, and of research and other services provided to the Sub-Adviser by a broker or dealer (whether prepared by such broker or dealer or by a third party) as a result, in whole or in part, of the direction of Trust transactions to the broker or dealer. (c) From time to time, the Sub-Adviser or brokers or dealers affiliated with it may find themselves in a position to buy for certain of their clients (each an Account) securities which the Sub-Advisers investment advisory clients wish to sell, and to sell for certain of their clients securities which advisory clients wish to buy. Where one of the parties is an advisory client, the Sub-Adviser or the affiliated broker or dealer cannot participate in this type of transaction (known as a cross transaction) on behalf of an advisory client and retain commissions from one or both parties to the transaction without the advisory clients consent. This is because in a situation where the Sub-Adviser is making the investment decision (as opposed to a brokerage client who makes his own investment decisions), and the Sub-Adviser or an affiliate is receiving commissions from both sides of the transaction, there is a potential conflicting division of loyalties and responsibilities on the Sub-Advisers part regarding the advisory client. However, the SEC has adopted a rule under the Advisers Act that permits the Sub-Adviser or its affiliates to participate on behalf of an Account in agency cross transactions if the advisory client has given written consent in advance. Therefore, by execution of this Agreement, the Trust authorizes the Sub-Adviser or its affiliates to participate in agency cross transactions involving an Account. The Trust may revoke its consent at any time by written notice to the Sub-Adviser.5. ConfidentialityEach of the Trust, the Adviser and the Sub-Adviser acknowledge and agree that in satisfying its respective obligations under and performing B-5services in connection with this Agreement, any party may have access to another partys confidential and proprietary information and materials concerning or pertaining to the others business (confidential information). Each party will receive and hold such information in the strictest confidence, and acknowledge, represent, and warrant that it will use its best efforts to protect the confidentiality of this information to the same degree of care as it would its own confidential information. Each party agrees that, without the prior written consent of the other party, which approval shall not be unreasonably withheld, such party will not use, copy, or divulge to third parties or otherwise use, except in accordance with the terms of this Agreement, any confidential information of another party without the prior written consent of such other party; provided, however, this covenant shall not apply to (i) information which is in the public domain now or when it becomes in the public domain in the future, other than by reason of a breach of this Agreement, (ii) information which has come to a party from a lawful source not bound to maintain the confidentiality of such information, other than from any other party or an affiliate or representative of that party, (iii) information which is independently developed without the use of confidential information, (iv) disclosures which are required by law, regulatory authority, regulation or legal process or are made to any regulatory agency in the normal course of an examination, audit or investigation involving such party, or (v) disclosure as reasonably necessary in the course of business to third parties subject to a duty to maintain the confidentiality of the information. Notwithstanding the foregoing, the Sub-Adviser may disclose information it receives from or on behalf of the Trust or the Adviser to officers and employees of the Sub-Adviser or any of its affiliates in the course of providing the services under this Agreement and the Sub-Adviser may disclose the Trusts TIN information to third parties as required to perform the Sub-Advisers services under this Agreement. 6. Services Not Exclusive(a) Nothing in this Agreement shall prevent the Sub-Adviser or any officer, employee or other affiliate thereof from acting as investment adviser for any other person, firm or corporation, or from engaging in any other lawful activity, and shall not in any way limit or restrict the Sub-Adviser or any of its officers, employees or agents from buying, selling or trading any securities for its or their own accounts or for the accounts of others for whom it or they may be acting; provided, however, that the Sub-Adviser will undertake no activities which, in its judgment, will adversely affect the performance of its obligations under this Agreement.(b) The Sub Adviser currently manages, and may in the future manage, other investment accounts and funds, including those with investment objectives similar to the Trust. Securities considered as investments for the Trust may also be appropriate for other investment accounts and funds that may be managed by the Sub-Adviser. Subject to applicable laws and regulations, the Sub-Adviser will attempt to allocate equitably portfolio transactions among the portfolios of its other investment accounts and funds purchasing securities whenever decisions are made to purchase or sell securities by the Trust and one or more of such other accounts or funds over time. In making such allocations, the main factors to be considered by the Sub-Adviser will be the respective investment objectives of the Trust and such other accounts and funds, the relative size of portfolio holdings of the same or comparable securities, the availability of cash for investment by the Trust and such other accounts and funds, the size of investment commitments generally B-6held by the Trust and such accounts and funds, and the opinions of the persons responsible for recommending investments to the Trust and such other accounts and funds. 7. Books and Records(a) The Sub-Adviser undertakes and agrees to maintain or cause others to maintain, in the form and for the period required by Rule 31a-2 under the 1940 Act, all records relating to the Trusts investments that are required to be maintained by the Trust pursuant to the 1940 Act with respect to the Sub-Advisers responsibilities under this Agreement for the Trust, and which are not otherwise maintained by the administrator, fund accounting agent, custodian or other service providers to the Trust.(b) In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which it maintains for the Trust are the property of the Trust and further agrees to surrender promptly to the Trust any such records upon the Trusts request, except for any software or other intellectual property that is proprietary to, or owned or licensed by, the Sub-Adviser or any of its affiliates, which shall remain the property of the Sub-Adviser. Notwithstanding the foregoing, the Sub-Adviser shall retain those original records or copies of records in order to comply with the Advisers Act record keeping requirement, applicable law and its own internal policies.(c) Each of the Adviser and the Trust shall own, have custody of and maintain its general corporate accounts and records. At reasonable times and upon reasonable notice, the Trust shall provide the Sub-Adviser with access to all books, records, accounts, facilities, and personnel necessary or appropriate for the performance of the Sub-Advisers obligations under this Agreement. 8. CustodyNothing in this Agreement will require the Sub-Adviser to take or receive physical possession of cash, securities, or other investments of the Trust. The Trust shall select, engage and maintain at the Trusts expense one or more custodians meeting the requirements of Section 17(f) of the 1940 Act and the rules, regulations and interpretations thereunder (each a Custodian) to serve as Custodian(s) of the Trust assets. The Adviser shall provide the Sub-Adviser, in writing, the identity of each Custodian, any change in a Custodian and all other information regarding the Custodian(s) required for the Sub-Adviser to carry out its duties under this Agreement. The Adviser shall notify each Custodian of the appointment of the Sub-Adviser and of the authority of the Sub-Adviser to effect investments with respect to the Trust assets. All transactions authorized by this Agreement are made by payment to or delivery by the Custodian(s). The Sub-Adviser shall have no rights or responsibilities, including to direct payment or move cash or assets of the Trust, that would be defined as taking custody under the Advisers Act. In connection with the Trusts custody agreement(s), the Adviser and the Trust will ensure that no such rights are given to the Sub-Adviser. The Trust and the Adviser will ensure that the Sub-Adviser may use the Depositary Trust Companys Institutional Delivery System for trade confirmation and settlement. B-79. Expenses(a) During the term of this Agreement, the Sub-Adviser will bear all costs and expenses of its employees and any overhead incurred in connection with its duties hereunder, except as provided pursuant to paragraph (d) of this Section 9, and shall bear the costs of any salaries or trustees fees of any officers or trustees of the Trust who are affiliated persons (as defined in the 1940 Act) of the Sub-Adviser.(b) The Sub-Adviser shall not be responsible for any expenses of the Adviser or the Trust not specifically set forth in this Section 9 or otherwise in any written agreement between the Sub-Adviser and the Trust or the Adviser, as the case may be.(c) The Trust will bear all other costs, fees and expenses of its operations and transactions, including those relating to: (1) organization; (2) calculation of the Trusts net asset value (including the cost and expenses of any independent valuation firm, agent or other provider); (3) expenses payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for the Trust and in monitoring the Trusts investments; (4) interest payable on indebtedness and dividends and distributions on preferred shares, as applicable, if any, incurred to finance the Trusts investments; (5) offerings of the Trusts common shares and other securities (including, all fees, costs and expenses related thereto); (6) fees payable to third parties, including agents, legal counsel, consultants or other advisors, relating to, or associated with, evaluating and making investments; (7) administrator, transfer agent and custodian fees; (8) federal and state registration fees; (9) all costs of registration and listing the Trusts shares on any securities exchange; (10) federal, state and local taxes; (11) independent trustees fees and expenses; (12) costs of preparing and filing reports or other documents required by governmental bodies (including the SEC), including printing costs; (13) costs of any reports, proxy statements or other notices to shareholders, including printing costs; (14) insurance premiums for fidelity bond and other insurance coverage, including the Trusts allocable portion of the fidelity bond, trustees and officers errors and omissions liability insurance, including independent trustees liability insurance, and any other insurance premium; (15) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; (16) brokerage commissions, assignment fees and other costs in connection with the purchase, holding or sale of securities and other investment instruments (including, without limitation, security settlement costs; (17) expenses incidental to holding meetings of the Trusts shareholders, including proxy solicitations therefor; provided, however, that the Trust will not bear such expenses with respect to any meeting of the Trusts shareholders held for the purpose of seeking approval of a new investment sub-advisory agreement in connection with a change of control of the Sub-Adviser; (18) unusual, non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust is a party and legal obligations that the Trust may have to indemnify the Trusts directors, officers and/or employees or agents with respect to these actions, suits or proceedings; and (19) all other expenses incurred by the Trust in connection with administering the Trusts business.B-810. Compensation of the Sub-Adviser(a) The Trust agrees to pay to the Sub-Adviser, and the Sub-Adviser agrees to accept as full compensation for all services rendered by the Sub-Adviser under this Agreement, a monthly fee in arrears in an amount equal to the specified percentage of the advisory fee payable to the Adviser from the Trust (the Sub-Advisory Fee):Average Daily Managed AssetsSub-Adviser Percentage of Management Fees / (Fee Rate)Type of Fee SplitFirst $175 million55% / (0.44%)AbsoluteGreater than $175 million and up to $25050% / (0.40%)BlendedOver $250 million*50% / (0.40%)Absolute* If the Trusts Daily Managed Assets exceed $250 million for a period of more than 10 consecutive trading days, the Trusts management fee split will be reset to 50% to the Sub-Adviser and 50% to the Adviser on an Absolute Fee Split basis.(b) For any period less than a month during which this Agreement is in effect, the fee shall be prorated according to the proportion which such period bears to a full month of 28, 29, 30 or 31 days, as the case may be.(c) Blended Fee Split means the total sub-advisory fees paid to the Sub-Adviser will be a result of different sub-advisory fee rates assessed to different asset levels. By way of example, in a theoretical scenario in which the Trust has Managed Assets of $200 million, the resulting Sub-Advisory Fees for the Sub-Adviser will be equal to (0.44% x $175 million) + (0.40% x $25 million), with a Blended Fee Split of 0.431%.(d) Absolute Fee Split means the total sub-advisory fees paid to the Sub-Adviser will be a result of the applicable fee rate multiplied by all of the Trusts Managed Assets.(e) Managed Assets means the total assets of the Trust, including the assets attributable to the proceeds from financial leverage (including through the issuance of preferred shares or the issuance of senior securities representing indebtedness), minus liabilities, other than liabilities related to any financial leverage.(f) For purposes of this Agreement, the total assets of the Trust shall be calculated pursuant to the procedures adopted by resolutions of the Trusts Board of Trustees for calculating the value of the Trusts assets.(g) The Sub-Adviser may elect from time to time, in its sole discretion, to waive its right to receipt of all or a portion of the Sub-Advisory Fee.11. Representations and Warranties(a) The Trust represents and covenants to the Sub-Adviser as follows:(i) The Trust is duly organized and validly existing under the laws of the State of Delaware with the power to own and possess its assets.B-9(ii) The execution, delivery and performance by the Trust of this Agreement are within the Trusts powers and have been duly authorized by all necessary actions of the Board of Trustees, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (1) any provision of applicable law, rule or regulation, (2) the Trusts governing instruments, or (3) any agreement, judgment, injunction, order, decree or other instruments binding upon the Trust.(iii) The Trust is, or will be prior to commencing operations, registered as a closed-end management investment company under the 1940 Act and the Trusts shares are, or will be prior to commencing operations, registered under the Securities Act of 1933, as amended, and under any applicable state securities laws, or exempt from such registration.(iv) Prior to the Sub-Adviser commencing services under this Agreement, the Trust will have legal title to the assets in the Trust and no restrictions shall exist as to the ownership or transfer of such assets unless specifically set forth in this Agreement.(b) The Adviser represents and covenants to the Sub-Adviser as follows:(i) The Adviser is duly organized and validly existing under the laws of the State of Delaware.(ii) The execution, delivery and performance by the Adviser of this Agreement are within the Advisers powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance of this Agreement by the parties to this Agreement, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (1) any provision of applicable law, rule or regulation, (2) the Advisers governing instruments, or (3) any agreement, judgment, injunction, order, decree or other instruments binding upon the Adviser.(iii) This Agreement constitutes a valid and binding obligation of the Adviser, enforceable against the Adviser in accordance with its terms, except to the extent such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, or similar laws affecting the rights of creditors generally and by general equity principles.(iv) The Adviser is not prohibited by the 1940 Act or B-10the Advisers Act from serving as investment adviser to the Trust.(v) The Adviser hereby acknowledges receipt of Sub-Advisers Form ADV, Part 2 before, or at the time of, signing this Agreement.(c) The Sub-Adviser represents and covenants to the Adviser and the Trust as follows:(i) The Sub-Adviser is duly organized and validly existing under the laws of the State of Wisconsin.(ii) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Advisers powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance of this Agreement by the parties to this Agreement, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (1) any provision of applicable law, rule or regulation, (2) the Sub-Advisers governing instruments, or (3) any agreement, judgment, injunction, order, decree or other instruments binding upon the Sub-Adviser.(iii) This Agreement constitutes a valid and binding obligation of the Sub-Adviser, enforceable against the Sub-Adviser in accordance with its terms, except to the extent such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, or similar laws affecting the rights of creditors generally and by general equity principles.(iv) The Sub-Adviser is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement.12. Certain InformationThe Adviser shall promptly notify the Sub-Adviser, and the Sub-Adviser shall promptly notify the Trust and the Adviser in writing of the occurrence of any of the following events:(a) such party failing to be registered as an investment adviser under the Advisers Act;(b) such party having been served or otherwise have notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Trust;(c) the occurrence of any change in control of such party or any parent of such party within the meaning of the 1940 Act; or B-11(d) the occurrence of any material adverse change in the business or financial position of such party. 13. Limitation on LiabilityThe Sub-Adviser will not be liable for any error of judgment or mistake of law or for any loss suffered by Sub-Adviser, the Adviser or by the Trust in connection with the performance of this Agreement, except a loss resulting from a breach of a fiduciary duty with respect to the receipt of compensation for services or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder). Nothing herein shall constitute a waiver or restriction of any partys rights under applicable federal or state securities laws.14. IndemnificationThe Trust shall indemnify, defend and protect the Sub-Adviser, its members and their respective officers, managers, partners, parent, corporate group affiliates, agents, employees, controlling persons, members, and any other person affiliated with any of them (collectively, the Indemnified Parties) (each of whom shall be deemed a third party beneficiary hereof) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Trust or its security holders) arising out of or otherwise based upon the performance of any of the Sub-Advisers duties or obligations under this Agreement or otherwise as an investment adviser of the Trust. Notwithstanding the foregoing provisions of this Section 14 to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Trust or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of any Indemnified Partys duties or by reason of the reckless disregard of the Sub-Advisers duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder).15. Duration and Termination(a) This Agreement shall become effective as of the Effective Date and, unless sooner terminated with respect to the Trust as provided herein, shall continue in effect for a period of two years. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Trust for successive periods of 12 months, provided such continuance is specifically approved at least annually by both:(i) the vote of a majority of the Trusts Board of Trustees or the vote of a majority of the outstanding voting securities of the Trust at the time outstanding and entitled to vote, and B-12(ii) the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. (b) Notwithstanding the foregoing, this Agreement may be terminated by (i) the Adviser or the Trust at any time, without the payment of any penalty, upon giving the Sub-Adviser 60 days notice (which notice may be waived by the Sub-Adviser), provided that such termination by the Trust shall be directed or approved by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Trust at the time outstanding and entitled to vote, or (ii) the Sub-Adviser on 60 days written notice to the Trust and the Adviser (which notice may be waived by the Trust or the Adviser on behalf of both the Trust and the Adviser). (c) This Agreement will immediately terminate in the event of its assignment and will immediately terminate upon any termination of the Investment Advisory Agreement between the Trust and the Adviser.(d) As used in this Agreement, the terms majority of the outstanding voting securities, interested person and assignment shall have the same meanings of such terms in the 1940 Act.(e) The terms of Sections 5, 7, 10, 13, 14, 18, 19 and 20 of this Agreement shall survive the termination of this Agreement.16. NoticesAny notice under this Agreement shall be in writing to the other parties and shall be considered as properly given or made if (a) sent by overnight delivery by a nationally recognized air courier service, (b) sent by electronic mail with no receipt of error in the delivery, or (c) mailed by registered or certified mail, return receipt requested, and if addressed to the respective address listed below:If to Adviser, to: XA Investments, LLC 321 North Clark Street #2430 Chicago, IL 60654 Attention: General CounselIf to the Trust, to:Madison Covered Call & Equity Strategy Fund 321 North Clark Street #2430 Chicago, IL 60654 Attention: Chief Executive OfficerIf to Sub-Adviser, to:Madison Investment Holdings, Inc. 550 Science Drive Madison, WI 53711 Attention: Steven A. Carlor at such address as the other party may designate from time to time for the receipt of such notice and shall be deemed effective on receipt.17. Amendment of this AgreementNo provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. Any amendment of this Agreement shall be subject to the 1940 Act.B-1318. Governing LawThis Agreement shall be governed by and construed in accordance with the laws of the State of Delaware for contracts to be performed entirely therein without reference to choice of law principles thereof and in accordance with the applicable provisions of the 1940 Act. WAIVER OF JURY TRIAL AND PUNITIVE DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND ANY RIGHT TO SEEK PUNITIVE OR CONSEQUENTIAL DAMAGES.19. Use of the NameThe Sub-Adviser has consented to the use by the Trust of the name or identifying word Madison in the name of the Trust. Such consent is conditioned upon the employment of the Sub-Adviser as the investment sub-adviser to the Trust. The name or identifying word Madison may be used from time to time solely in connection with the Sub-Advisers services under this Agreement. The Sub-Adviser may require the Trust to cease using Madison in the name of the Trust, if the Trust ceases to employ, for any reason, the Sub-Adviser, any successor thereto or any affiliate thereof as investment sub-adviser of the Trust. If so required by the Sub-Adviser, the Trust will cease using Madison in its name as promptly as practicable and make all reasonable efforts to remove Madison from its name.20. Miscellaneous(a) The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.(b) If any provision of this Agreement is invalid, illegal, or unenforceable under applicable law of mandatory application, the validity, legality, and enforceability of that provision or condition in other instances and of the remaining provisions and conditions are not in any way affected thereby. (c) Nothing contained in this Agreement will be deemed to require the Trust to take any action contrary to the Trusts Amended and Restated Agreement and Declaration of Trust or By-laws, as they may be amended and/or restated from time to time, with notice to the Sub-Adviser, or any applicable statute or regulation, or to relieve or deprive the Board of Trustees of its responsibility for and control of the conduct of the affairs of the Trust. (d) This Agreement shall be binding on, and shall inure to the benefit of the parties hereto and their respective successors.(e) This Agreement may be executed in counterparts by the parties hereto, each of which when executed is deemed to be an original and all of which together are deemed to be one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.B-14(f) This Agreement constitutes the entire understanding and agreement, and supersedes any and all other proposals, understandings, and agreements among the parties with respect to the subject matter hereof.IN WITNESS WHEREOF, the parties hereto have caused the foregoing instrument to be executed by their duly authorized officers, all as of the day and the year first above written.MADISON COVERED CALL & EQUITY STRATEGY FUNDBy: Name: Title: XA INVESTMENTS LLCBy: Name: Title: MADISON ASSET MANAGEMENT, LLCBy: Name: Title: B-15EXHIBIT COTHER FUNDS WITH SIMILAR INVESTMENT OBJECTIVESMadison. The table below provides information regarding other registered investment companies managed by Madison which have a similar investment objective as the Fund.Name of Other FundOther Funds Investment ObjectiveAdvisers Management FeeNet Assets as of December 31, 2023Has Adviser Agreed to Waive or Reduce its Management Fee under any Applicable Contract?Madison Covered Call & Equity Income FundSeeks to provide consistent total return and, secondarily, to provide a high level of income and gains from option premiums.0.85%$261,020,326NoMadison Covered Call ETFSeeks to provide consistent total return and secondarily, to produce a high level of income and gains.0.90%1$82,690,175No1 Pursuant to an investment advisory agreement between Madison and the Madison ETFs Trust, on behalf of each series thereof (each, a Series), each Series has agreed to pay an annual unitary management fee to Madison. This unitary management fee is designed to pay each Series expenses and to compensate Madison for the services it provides to each Series. Out of the unitary management fee, Madison pays substantially all expenses of each Series, including the cost of investment management services, transfer agency, custody, fund administration, legal, audit and other service and license fees. The unitary fee does not cover, and therefore, each Series pays directly, interest, taxes, brokerage commissions, acquired fund fees and expenses and other expenses connected with the execution of portfolio transactions, distribution, and service fees payable pursuant to a Rule 12b-1 plan, if any, and extraordinary expenses.XAI. XAI does not manage other registered investment companies which have a similar investment objective as the Fund.C-1THIS PAGE INTENTIONALLY LEFT BLANKEVERY VOTE IS IMPORTANTMADISON COVERED CALL & EQUITY STRATEGY FUNDPO Box 43131Providence, RI 02940-3131VOTING OPTION:VOTE ON THE INTERNETLog on to:www.proxy-direct.comor scan the QR codeFollow the on-screen instructionsavailable 24 hoursVOTE BY PHONECall 1-800-337-3503Follow the recorded instructionsavailable 24 hoursVOTE BY MAILVote, sign and date this Proxy Card and return in the postage-paid envelopePlease detach at perforation before mailing.PROXYMADISON COVERED CALL & EQUITY STRATEGY FUNDSPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 15, 2024THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES. Greg D. Hoppe and Kyle Schalow (the Proxyholders), or any of them, each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Special Meeting of shareholders of the Madison Covered Call & Equity Strategy Fund (the "Fund"), to be held on Tuesday, October 15, 2024 at 9:00 a.m., local time at the offices of Madison Asset Management, LLC, 550 Science Drive, Madison, Wisconsin 53711, and any adjournments or postponements thereof.Shares represented by this proxy card when properly executed will be voted in the manner directed herein by the shareholder, and in the discretion of such proxies, upon any and all other matters as may properly come before the Special Meeting or any adjournment or postponement thereof. If no direction is made, on a properly executed card, this proxy will be voted "FOR" the proposals. If any of the Trustee nominees for any reason are unable or unwilling to serve, the Proxyholders will vote for the election of such other person as they may consider qualified. The shareholder hereby acknowledges receipt of this Notice of Special Meeting and Proxy Statement for the Special Meeting to be held on October 15, 2024.VOTE VIA THE INTERNET: www.proxy-direct.comVOTE VIA THE TELEPHONE: 1-800-337-3503MCC__34064_062724PLEASE MARK, SIGN, AND DATE ON THE REVERSE SIDE AND RETURN THE PROXY CARD USING THE ENCLOSED ENVELOPE.xxxxxxxxxxxxxx codeEVERY SHAREHOLDERS VOTE IS IMPORTANTImportant Notice Regarding the Availability of Proxy Materials for theSpecial Meeting to Be Held on October 15, 2024.The Proxy Statement for this meeting is available at:https://www.madisonfunds.com/MCNproxyPlease detach at perforation before mailing. TO VOTE, MARK BOXES BELOW IN BLUE OR BLACK AS SHOWN IN THIS EXAMPLE: xA.Proposals. THE BOARD RECOMMENDS YOU VOTE FOR THE FOLLOWING PROPOSALS: FOR AGAINST ABSTAIN 1. To approve a new investment advisory agreement between the Fund and XA Investments, LLC. FOR AGAINST ABSTAIN2. To approve a new investment subadvisory agreement among the Fund, Madison Asset Management, LLC and XA Investments, LLC. 3. To approve the election of five trustees to the Board of Trustees. FOR WITHHOLD01. Danielle Cupps* 02. Gregory Dingens** 03. Philip Franklin** 04. Scott Craven Jones*** 05. William Meyers*** *Class I Trustee to serve until the Funds 2027 Annual Meeting of Shareholders or until her successor shall have been elected and qualified.**Class II Trustee to serve until the Funds 2025 Annual Meeting of Shareholders or until his successor shall have been elected and qualified.***Class III Trustee to serve until the Funds 2026 Annual Meeting of Shareholders or until his successor shall have been elected and qualified.B. Authorized Signatures This section must be completed for your vote to be counted. Sign and Date Below.Note: Please sign exactly as your name(s) appear(s) on this proxy card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature.Date (mm/dd/yyyy) Please print date belowSignature 1 Please keep signature within the boxSignature 2 Please keep signature within the boxScanner bar code xxxxxxxxxxxxxx MCC 34064 xxxxxxxx Position(s) Held with Fund and Length of Time Served Principal Occupation(s)During the Past Five YearsNumber of Portfolios Overseen in XAI Fund Complex, if Elected(1)Other Directorshipsheld by TrusteePhilip G. Franklin 1951NoneRetired. Formerly, Chief Financial Officer and Executive Vice President, Littelfuse, Inc. (1998-2016) (electronics components).3TTM Technologies Inc. (2011-present); Chairman, Tribune Publishing Company (Tronc, Inc.) (2014-2021).Independent Trustee Nominee- Class IIITo Serve until 2026 Annual MeetingScott C. Jones 1962Trustee(since 2021)(2)Director, Carne Global Financial Services (US) LLC (2013-present); Managing Director, Park Agency, Inc. (2020-present) (investment firm).3Madison Funds (14 open end funds managed by Madison) (2019-present); Manager Directed Portfolios, a U.S. Bancorp series trust (9 open end funds) (2016-present).Interested Trustee Nominee- Class IIITo Serve until 2026 Annual Meeting Number of Portfolios Overseen in XAI Fund Complex, if Elected(1) Other Directorshipsheld by Trustee Philip G. Franklin 1951 None Retired. Formerly, Chief Financial Officer and Executive Vice President, Littelfuse, Inc. (1998-2016) (electronics components). TTM Technologies Inc. (2011-present); Chairman, Tribune Publishing Company (Tronc, Inc.) (2014-2021). Independent Trustee Nominee- Class III To Serve until 2026 Annual Meeting Scott C. Jones 1962Trustee(since 2021)(2)Director, Carne Global Financial Services (US) LLC (2013-present); Managing Director, Park Agency, Inc. (2020-present) (investment firm).3Madison Funds (14 open end funds managed by Madison) (2019-present); Manager Directed Portfolios, a U.S. Bancorp series trust (9 open end funds) (2016-present). Trustee(since 2021)(2) Director, Carne Global Financial Services (US) LLC (2013-present); Managing Director, Park Agency, Inc. (2020-present) (investment firm). Madison Funds (14 open end funds managed by Madison) (2019-present); Manager Directed Portfolios, a U.S. Bancorp series trust (9 open end funds) (2016-present). Interested Trustee Nominee- Class III To Serve until 2026 Annual Meeting Name and Yearof BirthPosition(s) Held with Fund and Length of Time ServedPrincipal Occupation(s)During the Past Five YearsNumber of Portfolios Overseen in XAI Fund Complex, if Elected(1)Other Directorshipsheld by TrusteeWilliam Meyers(3)1966NonePresident of Riivendell Financial Group, LLC (2021-present).Formerly, Senior Advisor at XA Investments, LLC (2021-2023); Senior Managing Director (2017-2020) of Nuveen Securities, LLC and Nuveen Fund Advisors, LLC.3None(1) The term XAI Fund Complex refers to the following registered investment companies: (i) the XAI Octagon Floating Rate & Alternative Income Trust, (ii) the Octagon XAI CLO Income Fund, and (iii) assuming shareholder approval of the Proposals, the Fund.(2) Mr. Jones currently serves as a trustee of the Fund.(3) Mr. Meyers will be an interested person of the Fund because of his prior position as a Senior Adviser of XAI.Experience and Qualifications of the NomineesThe Current Board has determined that each nominee should be elected as a New Trustee of the Fund based on several factors (none of which alone is determinative). The Current Board believes that the New Trustees have balanced and diverse experiences, skills, attributes and qualifications, which will allow the New Board to operate effectively in governing the Fund and protecting the interests of shareholders. Among the factors the Current Board considered when concluding that each nominee should serve on the New Board were the following: availability and commitment to attend meetings and perform the responsibilities of a trustee; personal and professional background; educational background; financial expertise; ability to review critically, evaluate and discuss information provided to them; and ability to interact effectively with XAI, Madison, other service providers, and each other. Each nominees ability to perform his or her duties effectively is evidenced by professional accomplishments and prior or current management positions and experience. Furthermore, with respect to Mr. Jones, the Current Board considered his tenure on the Current Board and his familiarity with the Fund and Madison, as well as XAI.Following is a summary of various qualifications, experiences and skills of each nominee (in addition to business experience during the past five years as set forth in the table above) that contributed to the Current Boards conclusion that each individual should serve on the New Board. References to the qualifications, attributes and skills of the New Trustees do not constitute the 24holding out of any New Trustee as being an expert under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the SEC.Independent Trustee NomineesDanielle Cupps. Ms. Cupps has experience as a Director of CEO & Financial Communications, at McDonalds Corporation, Managing Director at Kinzie Capital Partners, a private equity firm, Managing Director at BLG Capital Advisors, a family office managing a global portfolio of alternative assets, in various roles, including Director of Corporate and Strategic Development and Chief of Staff in the Office of the Chief Financial Officer, at Boeing Company, Vice President at Code Hennessy & Simmons LLC, a private equity firm, and Associate in the private equity funds group at Goldman, Sachs & Co. Ms. Cupps is experienced in financial, regulatory and investment matters.Gregory Dingens. Mr. Dingens has over 25 years of investment management experience, including as Executive Vice President of Monroe Financial Partners, Inc., Member of Siena Capital Partners, a private investment fund, director of Qwickrate LLC, and Managing Director at both Lehman Brothers and Merrill Lynch. Mr. Dingens is experienced in financial, regulatory and investment matters.Philip Franklin. Mr. Franklin has experience as Chairman of Tribune Publishing Company, Chief Financial Officer and Executive Vice President of Littelfuse, Inc. and Chief Financial Officer and Vice President at OmniQuip International. Mr. Franklin is experienced in financial, accounting and regulatory matters.Scott Craven Jones. Mr. Jones has experience as a director at Carne Global Financial Services (US) LLC, Chief Operating Officer, Chief Financial Officer and Treasurer of Aurora Investment Management LLC, Executive Vice President and Chief Administrative Officer of Calamos Asset Management, Inc., Managing Director at Northern Trust Global Investments, in various roles at Nuveen Investments and as a trustee at various other fund complexes. Mr. Jones is experienced in financial, accounting, regulatory and investment matters.Interested Trustee NomineeWilliam Meyers. Mr. Meyers has over 35 years of investment management experience, including as President of Riivendell Financial Group, LLC, Senior Advisor at XA Investments, LLC, Senior Managing Director and Managing Director of Nuveen Securities, LLC and Nuveen Fund Advisors, LLC and Senior Vice President of Nuveen. Mr. Meyers is experienced in financial, regulatory and investment matters.Proposed New Executive Officers of the FundSet forth below is information concerning the persons who are anticipated to be elected as executive officers of the Fund by the New Board following the Closing Date. Officers serve at the pleasure of the board and until their successors are appointed and qualified or until their earlier resignation or 25removal. The business address of each person listed below is 321 North Clark Street, Suite 2430, Chicago, Illinois 60654, unless otherwise stated.Name and Year of BirthProposed Position(s) with the FundPrincipal Occupation(s) During the Past Five YearsTheodore J. Brombach1963President and Chief Executive OfficerCo-Chief Executive Officer of XAI (2016-present); Co-Founding Partner of XMS Capital Partners, LLC (2006-present).Kimberly Ann Flynn 1977Vice PresidentPresident, XAI (2024-present); Managing Director, XAI (2016-2024); Senior Vice President, Head of Product Development (2013-2016), Vice President (2009-2013), Assistant Vice President (2007-2009) and Associate (2004-2007), Nuveen Investments. Benjamin D. McCulloch 1981Chief Legal Officer and SecretaryGeneral Counsel & Managing Director, XAI (2019-present); Chief Compliance Officer, XAI (2021-present); Associate, Drinker Biddle & Reath LLP (2015-2019); Associate Counsel, First Trust Portfolios LP (2012-2015). Derek Mullins(1) 1973Chief Financial Officer and TreasurerManaging Partner, PINE Advisor Solutions, LLC (2018-present); Chief Financial Officer and Treasurer, Destra Investment Trust (2 portfolios) (2018-present); Chief Financial Officer and Treasurer, BlueBay Destra International & Event-Driven Credit Fund (2018-present); Chief Financial Officer and Treasurer, Destra Multi-Alternative Fund (2018-present); Chief Financial Officer and Treasurer, Primark Private Equity Investments Fund (2020-present); Chief Financial Officer and Treasurer, Bow River Capital Evergreen Fund (2020-present); Chief Financial Officer and Treasurer, Forum Real Estate Income Fund (2021-present).John Yogi Spence1962Vice PresidentCo-Chief Executive Officer, XAI (2016-present); Co-Founding Partner, XMS Capital Partners, LLC (2006-present).26Name and Year of BirthProposed Position(s) with the FundPrincipal Occupation(s) During the Past Five YearsRandi Roessler(1) 1981Chief Compliance OfficerDirector, PINE Advisor Solutions, LLC (2023-present); Chief Compliance Officer, Destra Investment Trust (2 portfolios) (2023-present); Chief Compliance Officer, BlueBay Destra International & Event-Driven Credit Fund (2023-present); Chief Compliance Officer, Destra Multi-Alternative Fund (2023-present); Chief Compliance Officer, ONEFUND Trust (2023-present); Chief Compliance Officer, Boston Trust Walden Funds (10 portfolios) (2023-present); Chief Compliance Officer, IDX Funds (2 portfolios) (2023-present); Chief Compliance Officer, Davis Selected Advisers, L.P., Davis Funds, Selected Funds, the Clipper Fund Trust, the Davis Fundamental ETF Trust, and Davis Distributors, LLC (2018-2023).(1) The business address of this person is: c/o PINE Advisors, LLC, 501 S. Cherry St., Suite 1090, Denver, CO 80246.Information about the Current Board of TrusteesSet forth below is information concerning the members of the Current Board, each of whom (with the exception of Mr. Jones) will resign upon the election of the New Trustees, which resignation shall be effective as of the Closing Date. The mailing address for each member of the Current Board is 550 Science Drive, Madison, Wisconsin 53711, except that Mr. Jones mailing address is 321 North Clark Street, Suite 2430, Chicago, Illinois 60654.Name and Year of BirthPosition(s) Held with Fund and Length of Time ServedPrincipal Occupation(s)During the Past Five YearsNumber of Portfolios Overseen inMadison Fund Complex (1)Other Directorshipsheld by TrusteeIndependent TrusteesRichard E. Struthers1952Class I Trustee, since 2017; current term ends 2026Clearwater Capital Management (investment advisory firm), Naples, FL, Chair and Chief Executive Officer, 1998 Present.34Madison Funds (15 open end funds) and Ultra Series Fund (14 open end funds), 2004 Present; Madison ETFs (4 open end funds), June 2023 Present.27Name and Year of BirthPosition(s) Held with Fund and Length of Time ServedPrincipal Occupation(s)During the Past Five YearsNumber of Portfolios Overseen inMadison Fund Complex (1)Other Directorshipsheld by TrusteeScott C. Jones1962Class II Trustee, since 2021; current term ends 2027See Mr. Jones biographical information in table above under the heading New Board of Trustees Nominees.16See Mr. Jones biographical information in table above under the heading New Board of Trustees Nominees.Steven P. Riege1954Class III Trustee, since 2015; current term ends 2025Ovation Leadership (management consulting), Milwaukee, WI, Owner/President, 2001 Present.Madison Funds (15 open end funds) and Ultra Series Fund (14 open end funds), 2005 Present; Madison ETFs (4 open end funds), June 2023 PresentInterested TrusteesJill M. Friedow(2)1964Class II Trustee, since 2023; current term ends 2027Vice President, 2023 PresentMadison Investment Holdings, Inc. (MIH), Madison Investment Advisors, LLC (MIA) and Madison Asset Management, LLC (Madison), Chief Technology Officer & Director of Operations, 2019-Present; Vice President & Director of Operations, 2010 - 2019; Vice President & Operations Manager, 2003-2010; Operations Manager, 1999-2003.30Madison Funds (15 open end funds) and Ultra Series Fund (14 open end funds), 2023 Present.(1) The term Madison Fund Complex refers to (i) the Madison Funds with 15 portfolios, (ii) the Ultra Series Fund with 14 portfolios, (iii) the Madison ETFs Trust with 4 active portfolios, and (iv) the Fund.(2) Ms. Friedow is an interested person of the Fund because of her position with Madison.For the Funds last fiscal year, the Current Board met five times. Each member of the Current Board attended 100% of the board meetings and the meetings of the board committees on which the trustee served during such period. Shareholders wishing to communicate with the Current Board or individual trustees should send such correspondence to the offices of Madison, 28550 Science Drive, Madison, Wisconsin 53711, c/o MCN, Secretary. Shareholder communications will be sent directly to the applicable board member(s). The Fund currently does not have a policy with respect to board members attendance at shareholder meetings.Current Executive Officers of the FundThe following table sets forth information concerning the current executive officers of the Fund, each of whom is expected to resign following the Closing of the Transaction, as the New Board is expected to appoint executive officers from the XAI organization and/or service providers to XAI. Jill Friedow is a Vice President of the Fund, and her biographical information is provided under the heading Information about the Current Board of Trustees, above. The mailing address for each current executive officer is 550 Science Drive, Madison, Wisconsin 53711.Name and Year of BirthPosition(s) Held with FundTerm of Office and Length of Time ServedPrincipal Occupation(s) During Past Five YearsPatrick F. Ryan1979PresidentSince March 2020Madison and MIA, Head of Multi-Asset Solutions and Portfolio Manager, 2018 Present; Madison Funds and Ultra Series Fund, President, March 2020 - Present; Madison ETFs, President, June 2023 PresentSteve J. Fredricks1970Chief Compliance Officer and Assistant SecretarySince 2018Madison and MIA, Chief Legal Officer, March 2020 Present and Chief Compliance Officer, 2018 Present; Madison Funds and Ultra Series Fund, Chief Compliance Officer and Assistant Secretary, 2018 - Present; Madison ETFs, Compliance Officer and Assistant Secretary, June 2023 Present; Jackson National Asset Management, LLC, Senior Vice President and Chief Compliance Officer, 2005 2018Greg D. Hoppe1969Vice President;Chief Financial OfficerSince March 2020; Since 2019MIH and MIA, Vice President, 1999 - Present; Madison, Vice President, 2009 Present; Madison Funds and Ultra Series Fund, Chief Financial Officer, 2019 - Present; Madison ETFs, Chief Financial Officer and Treasurer, June 2023 Present29Name and Year of BirthPosition(s) Held with FundTerm of Office and Length of Time ServedPrincipal Occupation(s) During Past Five YearsKyle Schalow1995Assistant TreasurerSince July 2024Madison and MIA, Senior Accountant, 2022 - Present; Madison Funds, Ultra Series Fund and Madison ETFs Trust, Assistant Treasurer, July 2024 PresentBaker Tilly US LLP, Senior Accountant, 2018 2022Terri Wilhelm1968Secretary;Assistant SecretarySince July 2024; from 2022 - June 2024Madison and MIA, Senior Compliance Analyst, September 2022 Present; Madison Funds and Ultra Series Fund, Secretary, July 2024 - Present and Assistant Secretary 2022 June 2024; Madison ETFs, Secretary July 2024 - Present and Assistant Secretary, June 2023 July 2024;State of Wisconsin Investment Board, Senior Paralegal, 2017 2022Brandon Redwing1979Assistant Secretary andAnti-Money Laundering OfficerSince July 2024Madison and MIA, Mutual Fund Operations Manager, April 2024 - Present; Madison Funds, Ultra Series Fund and Madison ETFs Trust, Assistant Secretary and Anti-Money Laundering Officer, July 2024 Present. SS&C Technologies, Client Relationship Manager 2020 March 2024Current Board Committees, Leadership Structure and Risk Oversight Committees. The Current Board has determined that the efficient conduct of the trustees affairs makes it desirable to delegate responsibility for certain specific matters to committees of the Current Board. The committees meet as often as necessary, either in conjunction with regular meetings of the trustees or otherwise. The Current Board currently has two standing committees: the Audit Committee and the Nominating and Governance Committee.Audit Committee. The Current Board has an Audit Committee which is comprised of Richard E. Struthers (Chair), Steven P. Riege and Scott C. Jones. In addition to being independent trustees, as defined under the 1940 Act, each of these trustees also meets the additional independence requirements set forth in the NYSE Listed Company rules. The Audit Committee is charged with selecting an independent registered public accounting firm for the Fund and reviewing accounting matters with the Funds independent registered public accounting firm. The Audit Committee 30of the Current Board met four times during the last fiscal year. The Audit Committee presents the following report:The Audit Committee: (i) reviewed and discussed with management of the Fund the audited financial statements of the Fund for the fiscal year ended December 31, 2023; (ii) discussed with the Funds independent registered public accounting firm the matters required to be discussed under Public Company Accounting Oversight Board ("PCAOB") Auditing Standard No. 16, Communications with Audit Committee and all other communications required by other PCAOB Standards or Rules; and (iii) received the written disclosures and the letter from the Funds independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent accountants communications with the Audit Committee concerning the independence of the Funds independent registered public accounting firm. Based on these reviews and discussions, the Audit Committee recommended to the Current Board that the financial statements be included in the Funds Annual Report for the fiscal year ended December 31, 2023 and filed with the SEC.The Audit Committee is governed by a written charter, the most recent version of which was approved by the Current Board on May 23, 2024 (the Audit Committee Charter). In accordance with proxy rules promulgated by the SEC, the Funds Audit Committee Charter is required to be filed at least once every three years as an exhibit to the Funds proxy statement, and was last filed in 2022 as Attachment A to the Funds proxy statement. It is also available on the Funds website at www.madisonfunds.com. You may request a hard copy of the Audit Committee Charter to be mailed to you by calling the Fund toll-free at 1-800-767-0300.Nominating & Governance Committee. The Current Board has a Nominating & Governance Committee which is comprised of Steven P. Riege (Chair), Richard E. Struthers and Scott C. Jones. In addition to being independent trustees, as defined under the 1940 Act, each of these trustees also meets the additional independence requirements set forth in the NYSE Listed Company rules. The Nominating & Governance Committee of the Current Board met four times during the last fiscal year.The Nominating & Governance Committee is governed by a written charter, the most recent version of which was approved by the Current Board on February 22, 2024 (the Nominating & Governance Committee Charter). In accordance with proxy rules promulgated by the SEC, the Funds Nominating & Governance Committee Charter is required to be filed at least once every three years as an exhibit to the Funds proxy statement, and was last filed in 2022 as Attachment B to the Funds proxy statement. It is also available on the Funds website at www.madisonfunds.com. You may request a hard copy of the Nominating & Governance Committee Charter to be mailed to you by calling the Fund toll-free at 1-800-767-0300.As part of its duties, the Nominating & Governance Committee makes recommendations to the full Current Board with respect to candidates for the board. The Nominating & Governance Committee also will consider 31trustee candidates recommended by shareholders. In considering candidates submitted by shareholders, the Nominating & Governance Committee will take into consideration the needs of the board and the qualifications of the candidate. To have a candidate considered by the Nominating & Governance Committee, a shareholder must submit the recommendation in writing and must include the information required by the Procedures for Shareholders to Submit Nominee Candidates, which are set forth in Appendix A to the Nominating & Governance Committee Charter. The shareholder recommendation must be sent to the Funds Secretary, c/o Madison Asset Management, LLC, 550 Science Drive, Madison, Wisconsin 53711.Leadership Structure. The Current Board is relatively small and operates in a collegial atmosphere. Although no member is formally charged with acting as Chair, Mr. Ryan, the President of the Fund, acts as the Chairperson of board meetings. All Current Board members are expected to provide their input into establishing the boards meeting agenda. Likewise, each Current Board meeting contains a standing agenda item for any board member to raise new or additional items he or she believes is important in connection with Fund governance. The Current Board has charged Mr. Riege with acting as the lead independent trustee for purposes of communicating with Madison, the Funds Chief Compliance Officer, counsel to the independent trustees and Fund counsel on matters relating to the Current Board as a whole. The independent trustees often meet in executive session without representatives of Madison present (including meetings with counsel, the Chief Compliance Officer, and the Funds independent public accounting firm).Current Boards Role in Risk Oversight. Madison is responsible for the overall risk management of the Fund, which includes supervising its affiliated and third-party service providers and identifying and mitigating possible events that could adversely impact the Funds business, operations or performance. Risks to the Fund include investment, legal, compliance and regulatory risks, as well as the risk of operational failure or lack of business continuity. The Current Board oversees risk management of the Funds investment programs through the Audit Committee and through oversight by the Current Board itself. The Chief Compliance Officer of the Fund, who reports directly to the independent trustees, provides the Current Board with quarterly updates and a comprehensive annual report regarding the processes and controls in place to address regulatory, compliance, legal and operational risk. The Current Board exercises its oversight in conjunction with Madison, the Funds Chief Compliance Officer, Fund counsel and counsel to the independent trustees by requesting reports and presentations at regular intervals throughout the year. Additionally, the Audit Committee receives periodic reports from the Funds independent accountants. The Current Boards committee structure requires an independent trustee to serve as chair of the Nominating & Governance Committee and the Audit Committee. The Current Board receives regular written reports describing and analyzing the investment performance of the Fund. In addition, the portfolio managers of the Fund meet with the Current Board periodically to discuss portfolio performance and answer the Boards questions with respect to portfolio strategies and risks. The Current Board also receives regular written reports from the Funds Chief Financial Officer that enable the Board to monitor the number of fair valued securities in the Funds portfolio, the reasons for the fair valuation and the methodology used to arrive at the fair value. Such reports 32also include information concerning illiquid securities within the Funds portfolio. The Current Board and/or the Audit Committee may also review valuation procedures and pricing results with the Funds independent auditors in connection with the review of the results of the audit of the Funds year-end financial statements. The Current Board also receives regular compliance reports prepared by the compliance staff of Madison, and meets regularly with the Funds Chief Compliance Officer to discuss compliance issues, including compliance risks. As required under applicable rules, the independent trustees meet regularly in executive session with the Funds Chief Compliance Officer. The Current Board also adopts compliance policies and procedures for the Fund and approves such procedures as appropriate for certain of the Funds service providers. The compliance policies and procedures are specifically designed to detect and prevent violations of the federal securities laws.The Current Board recognizes that it is not possible to identify all of the risks that may affect the Fund or to develop processes and controls to eliminate or mitigate their occurrence or effects. The Current Board periodically reviews the effectiveness of its oversight of the Fund and the processes and controls in place to limit identified risks. The Current Board may, at any time and in its discretion, change the manner in which it conducts its risk oversight role.Given the small size of the Current Board, its committee structure, the openness of Current Board meetings to active input by all Current Board members, its utilization of executive sessions, the role of the lead independent trustee and the Current Boards quarterly focus on compliance and risk management, the Current Board has determined that its current leadership structure is appropriate for the protection of Fund investors.New Board Proposed Committees, Leadership Structure and Risk Oversight Committees. It is expected that the New Board will establish two standing committees, an Audit Committee and a Governance Committee. The committees are expected to meet as often as necessary, either in conjunction with regular meetings of the trustees or otherwise.Audit Committee. The Audit Committee will be generally responsible for reviewing and evaluating issues related to the accounting and financial reporting policies and internal controls of the Fund and, as appropriate, the internal controls of certain service providers, overseeing the quality and objectivity of the Funds financial statements and the audit thereof and acting as a liaison between the New Board and the Funds independent registered public accounting firm. It is expected that the Audit Committee will be composed entirely of independent trustees. The Audit Committee will be governed by a written Audit Committee Charter, which will be approved by the New Board at its first meeting. Once approved, a copy of the Audit Committee Charter will be available on the Funds website at www.xainvestments.com.Governance Committee. The Governance Committee will be responsible for recommending qualified candidates to the New Board in the event that a position is vacated or created. In considering trustee nominee candidates, the Governance Committee will take into account a wide variety of factors, including the overall diversity of the New Boards composition. It is expected that the Governance Committee will be composed entirely of 33independent trustees. It is anticipated that the Governance Committee will consider recommendations by shareholders if a vacancy were to exist. In considering candidates recommended to the Governance Committee by shareholders, the Governance Committee will take into consideration the needs of the New Board and the qualifications of the candidate. The Governance Committee may also take into consideration the number of shares held by the recommending shareholder and the length of time that such shares have been held. In order to be considered, following the Closing Date, such recommendations should be forwarded to the Secretary of the Fund, c/o XA Investments LLC, 321 North Clark Street, Suite 2430, Chicago, Illinois 60654. The Governance Committee will be governed by a written Governance Committee Charter, which will be approved by the New Board at its first meeting. Once approved, a copy of the Governance Committee Charter will be available on the Funds website at www.xainvestments.com.Leadership Structure. The primary responsibility of the New Board will be to represent the interests of the Fund and its shareholders, and to provide oversight of the management of the Fund. The New Board will be comprised of five trustees, four of whom (including the chairperson) are independent trustees and one of whom is an interested trustee. Generally, the New Board will act by majority vote of all the trustees, including a majority vote of the independent trustees if required by applicable law.It is proposed that Mr. Dingens will be appointed as the independent chairperson, who will preside at meetings of the New Board and who will be responsible for, among other things, setting the tone of New Board meetings and seeking to encourage open dialogue and independent inquiry among the New Trustees and management. The New Board will meet regularly four times each year to discuss and consider matters concerning the Fund, and also hold special meetings to address matters arising between regular meetings. Regular meetings generally will take place in-person; other meetings may take place in-person or by telephone. The New Board will establish two standing committees (as described above) and will delegate certain responsibilities to those committees, each of which will be comprised solely of independent trustees. The New Board and its committees will meet periodically throughout the year to oversee the Funds activities, review contractual arrangements with service providers, review the Funds financial statements, oversee compliance with regulatory requirements, and review performance. The independent trustees will be represented by independent legal counsel at board and committee meetings and will regularly meet outside the presence of Fund management. The New Board believes that this leadership structure, including an independent chairperson, a supermajority of independent trustees and committee membership limited to independent trustees, is appropriate in light of the characteristics and circumstances of the Fund.New Boards Role in Risk Oversight. The New Board will oversee risk directly and through the committee structure it intends to establish. As described above, the New Board expects to establish an Audit Committee and a Governance Committee to assist in its oversight functions, including its oversight of the risks of the Fund. Each committee will report its activities to the New Board on a regular basis. The New Board intends to adopt and periodically review policies, procedures and controls designed to address different types of risks, including, among others, investment risk, liquidity risk, operational risk, and valuation risk, as well as the overall business risk 34relating to the Fund. The New Board will also oversee the implementation of a variety of processes, procedures and controls by the Fund, XAI, Madison and other service providers to the Fund to address various risks. In addition, as part of the New Boards anticipated periodic review of the Funds service provider agreements, including agreements with XAI and Madison, the New Board may consider risk management aspects of the service providers operations and the functions for which they are responsible.The New Board will appoint a Chief Compliance Officer for the Fund, who will oversee the development of compliance policies and procedures of the Fund that are reasonably designed to minimize the risk of violations of the federal securities laws. The Chief Compliance Officer will report directly to the New Boards independent trustees, and will provide presentations to the New Board at its quarterly meetings and an annual report on the application of the compliance policies. The New Board will discuss relevant risks affecting the Fund with the Chief Compliance Officer at these meetings. The New Board will approve compliance policies and will review the Chief Compliance Officers reports. Further, the New Board will annually review the effectiveness of the compliance policies, as well as the appointment and compensation of the Chief Compliance Officer.The New Board will require officers of the Fund to report to the New Board on a variety of matters at regular and special meetings of the New Board and its committees, as applicable, including matters relating to risk management. The Audit Committee will also receive reports from the Funds independent registered public accounting firm on internal control and financial reporting matters. In addition, the New Board will receive reports from XAI and Madison on the investments and securities trading of the Fund. The New Board will also require XAI and Madison to report to the New Board on other matters relating to risk management on a regular and as-needed basis.Board CompensationThe following table sets forth the compensation paid to each member of the Current Board by the Fund for the Funds fiscal year ended December 31, 2023. In addition, all independent trustees are reimbursed for reasonable travel and out-of-pocket expenses incurred to attend meetings of the Current Board or its committees. The Funds interested trustees and officers receive no compensation from the Fund for performing the duties of their office. 35Trustee NameAggregate Compensationfrom FundTotal Compensation from Fund and Madison Fund Complex(1)Scott C. Jones$12,000$74,000Steven P. Riege(2)$13,000$123,000Richard E. Struthers$12,000$115,000(1) The term Madison Fund Complex refers to (i) the Madison Funds with 15 portfolios, (ii) the Ultra Series Fund with 14 portfolios, (iii) the Madison ETFs Trust with 4 active portfolios, and (iv) the Fund. (2) As lead independent trustee, Mr. Riege receives an additional $8,000 from the Madison Fund Complex, $1,000 of which is allocated to the Fund.Board Transactions with Fund AffiliatesAs of the date hereof, none of the independent trustees on the Current Board, the nominees for independent trustee on the New Board, nor their immediate family members owned beneficially or of record any securities of Madison, XAI, or any of their affiliates. In addition, during the past five years, neither the independent trustees on the Current Board, the nominees for independent trustee on the New Board, nor members of their immediate families, had a direct or indirect interest, the value of which exceeds $120,000, in Madison, XAI, or any of their affiliates. Likewise, since the beginning of the last two completed fiscal years of the Fund, neither the independent trustees on the Current Board, the nominees for independent trustee on the New Board, nor members of their immediate families had a direct or indirect interest in any transaction or series of transactions, the value of which exceeds $120,000 and to which any of the following persons was (or is to be) a party: (i) the Fund, (ii) any officer of the Fund, or (iii) Madison, XAI, or any of their affiliates. Consequences of Shareholders not approving the New BoardIf the New Board is not approved by shareholders, the Fund will abandon all three Proposals, and Madison will continue to serve as the investment adviser of the Fund and the Current Board will continue to oversee the Fund. Recommendation of the Board of TrusteesFor the reasons set forth above, the Current Board recommends that shareholders of the Fund vote FOR each New Trustee.36ADDITIONAL INFORMATIONInformation about the FundThe Fund is a closed-end management investment company organized as a Delaware statutory trust. Madison Asset Management, LLC is the investment adviser to the Fund. Madisons principal office is located at 550 Science Drive, Madison, Wisconsin 53711. In addition to investment management services, under the Existing Advisory Agreement, Madison is also responsible for managing the Funds administrative affairs under an Existing Services Agreement, and in this capacity, oversees State Street Bank and Fund Company (State Street), which currently serves as sub-administrator to the Fund. State Streets address is 801 Pennsylvania Avenue, Kansas City, Missouri 64105. The Funds current custodian is State Street, and its current transfer agent is Computershare, 150 Royall Street, Suite 101, Canton, MA 02021. The Fund does not place any brokerage transactions with any affiliates of Madison. XA Investments LLC is proposed to be the new investment adviser to the Fund as a result of the Transaction, with Madison serving as the subadviser to the Fund. XAIs principal office is located at 321 North Clark Street, Suite 2430, Chicago, Illinois 60654. Information about MadisonMadison Asset Management, LLC was founded in 1974, and is a direct, wholly-owned (100% owned) subsidiary of Madison Investment Holdings (MIH), the ultimate corporate parent of Madison. Both Madisons and MIH's principal office is located at 550 Science Drive, Madison, Wisconsin 53711. As of May 31, 2024, Madison and its affiliates managed approximately $25.7 billion in assets, including open-end mutual funds, separately managed accounts and wrap accounts. Exhibit B contains information with respect to other funds managed by Madison which have a similar investment objective as the Fund. The mailing address of principal officers and directors of MIH is 550 Science Drive, Madison, Wisconsin 53711. Information regarding the principal executive officers and directors of Madison is as follows: NameTitle/Principal OccupationSteven CarlChairman of the Board and Board Member of MIH; (Principal Executive Officer; Chief Distribution Officer)Paul LefurgeyBoard Member of MIH(Retired)Frank BurgessBoard Member of MIH(Retired)Richard EisingerBoard Member of MIH(Head of Equities, Portfolio Manager)Information about XAIXA Investments LLC was founded in 2016 by XMS Capital Partners. XAIs principal office is located at 321 North Clark Street, Suite 2430, Chicago, Illinois 60654. As of May 31, 2024, XAI and its affiliates managed $681 million in assets, including two closed-end funds. XAI also provides investment fund restructuring and consulting services focused on closed-end 37funds. Exhibit B contains information with respect to other funds managed by XAI which have a similar investment objective as the Fund. Information regarding the principal executive officers and directors of XAI is as follows:NameTitleJohn Yogi SpenceCo-Chief Executive OfficerTheodore F. BrombachCo-Chief Executive OfficerKimberly Ann FlynnPresidentBenjamin D. McCullochGeneral Counsel & Managing DirectorKevin B. DavisManaging Director & Head of SalesInformation about Independent Registered Public Accounting FirmFor the fiscal years ended December 31, 2022 and December 31, 2023, and the current fiscal year ending December 31, 2024, Deloitte & Touche LLP (D&T) has been selected as the Funds independent registered public accounting firm by the Audit Committee of the Fund to audit the accounts of the Fund. The Fund does not know of any direct or indirect financial interest of D&T in the Fund. Representatives of D&T will not be in attendance at the Meeting.Audit Fees. The aggregate fees billed to the Fund by D&T for professional services rendered for the audit of the Funds annual financial statements for the Funds fiscal years ended December 31, 2022 and December 31, 2023 were approximately $23,950 and $24,450, respectively.Audit-Related Fees. The aggregate fees billed by D&T and approved by the Audit Committee of the Fund for the Funds fiscal years ended December 31, 2022 and December 31, 2023 for assurance and related services reasonably related to the performance of the audit of the Funds annual financial statements were $0 and $0, respectively. D&T did not perform any other assurance and related services that were required to be approved by the Funds Audit Committee for such periods.Tax Fees. The aggregate fees billed by D&T and approved by the Audit Committee of the Fund for the Funds fiscal years ended December 31, 2022 and December 31, 2023 for professional services rendered for tax compliance, tax advice, and tax planning were approximately $4,652 and $4,799, respectively (such fees relate to tax services provided by D&T in connection with the review of the Funds tax returns). D&T did not perform any other tax compliance or tax planning services or render any tax advice that was required to be approved by the Funds Audit Committee for such periods.All Other Fees. Other than those services described above, D&T did not perform any other services on behalf of the Fund for the Funds fiscal years ended December 31, 2022 and December 31, 2023.Audit Committees Pre-Approval Policies and Procedures. As noted above, the Audit Committee is governed by the Audit Committee Charter, which includes Pre-Approval Policies and Procedures. The Audit Committee of the Fund has (i) pre-approved all audit and non-audit services provided by D&T to the Fund, and (ii) all non-audit services provided by D&T to Madison, or any entity controlling, controlled by, or under common control with Madison that provides ongoing services to the Fund which are related to the operations of the Fund (of which there were none), for the fiscal years ended December 3831, 2022 and December 31, 2023. None of the services described above for the Funds fiscal years ended December 31, 2022 and December 31, 2023 were approved by the Audit Committee pursuant to the pre-approval exception under Rule 2-01(c)(7)(i)(c) of Regulation S-X promulgated by the SEC.Voting InformationGeneral; Record Date. The record holders of the outstanding shares of the Fund as of the close of business on July 22, 2024 (the Record Date) are entitled to vote at the Meeting and any adjournment or postponement thereof. Each shareholder is entitled to one vote per share and a fractional vote with respect to fractional shares. Whether you expect to be personally present at the Meeting or not, we encourage you to vote by proxy. You can do this by phone or the Internet or by completing, dating, signing, and returning the accompanying proxy card using the enclosed postage prepaid envelope. By voting by proxy, your shares will be voted as you instruct. If no choice is indicated, your shares will be voted FOR each Proposal, and in the discretion of the persons named as proxies on such other matters that properly may come before the Meeting.Any shareholder giving a proxy may revoke it at any time before it is exercised at the Meeting by submitting to the Secretary of the Fund a written notice of revocation or a subsequently signed proxy card (i.e., a later-dated proxy), or by attending the Meeting and voting in person. A prior proxy can also be revoked by proxy voting again through the website or toll-free number noted on the enclosed proxy card. Proxy cards and written notices of revocation must be received by the Fund prior to the Meeting. If not so revoked, the shares represented by the proxy will be voted at the Meeting and any postponements or adjournments of the Meeting. Attendance by a shareholder at the Meeting does not by itself revoke a proxy.As of the Record Date, the Fund had 21,087,537 shares issued and outstanding.Solicitation of Proxies and Related Costs. The solicitation of proxies will occur principally by mail. In addition to solicitation by mail, certain officers and representatives of the Fund and officers and employees of Madison (who will receive no extra compensation for their services) and representatives of the Funds proxy solicitor, Computershare, may solicit proxies by telephone, the Internet, facsimile, letter, or other electronic means. If instructions are recorded by telephone, the person soliciting the proxies will use procedures designed to authenticate shareholders identities to allow shareholders to authorize the voting of their shares in accordance with their instructions, and to confirm that a shareholders instructions have been properly recorded.The expenses incurred in connection with preparing the Proxy Statement and its enclosures and all related legal and proxy solicitation expenses will be paid by Madison and/or XAI. These expenses are estimated to be approximately $250,000.Quorum. In order for a vote on any Proposal to be taken at the Meeting, there must exist a quorum of shareholders of the Fund eligible to vote on such Proposal. To have a quorum, the holders of a majority of the shares entitled to vote on each Proposal must be present in person or by proxy at the Meeting. 39For this purpose, whether a quorum exists is determined on a Proposal-by-Proposal basis.Abstentions and Broker Non-Votes. For purposes of determining the presence of a quorum for each Proposal, abstentions and broker non-votes are treated as present. Broker non-votes occur when a nominee holding shares for a beneficial owner does not vote on a Proposal because the nominee does not have discretionary voting powers with respect to that Proposal and has not received instructions from the beneficial owner. Abstentions and broker non-votes have the effect of a vote against Proposals 1 and 2, while abstentions and broker non-votes have no effect on the outcome of Proposal 3. Adjournment. It may become necessary from time to time to adjourn the Meeting in order to allow more time to solicit additional proxies, as necessary, if there are insufficient votes at the time of the Meeting to constitute a quorum or to approve any Proposal. Under the Funds governing documents, any meeting of shareholders, whether or not a quorum is present, may be adjourned from time to time by: (i) the vote of the majority of the shares represented at that meeting, either in person or by proxy; or (ii) in his or her discretion by the chairperson of the meeting. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting. Accordingly, if a quorum is not present at the Meeting with respect to any Proposal, it is expected that the holders of proxies will vote to authorize the adjournment of the Meeting with respect to such Proposal(s) in order to solicit additional proxies. Even if a quorum is present at the Meeting with respect to some or all Proposals, but there are insufficient votes to approve a Proposal, it is also expected that the holders of proxies will vote to authorize the adjournment of the Meeting to solicit additional proxies with respect to such Proposal(s). If the Meeting is adjourned, the adjourned meeting must be held not later than 180 days after the Record Date and may be held without further notice, other than an announcement at the Meeting in accordance with the Funds governing documents and as permitted under Delaware law. Votes Required to Pass the ProposalsProposal 1. In order for the New Advisory Agreement to be approved, it must be approved by the holders of a majority of the outstanding voting securities of the Fund. The term majority of the outstanding voting securities (as defined in the 1940 Act and used in this Proxy Statement) means: the affirmative vote of the lesser of (i) 67% or more of the voting securities of the Fund present at the Meeting if more than 50% of the outstanding voting securities of the Fund are present in person or by proxy, or (ii) more than 50% of the outstanding voting securities of the Fund. Proposal 2. In order for the New Subadvisory Agreement to be approved, it must be approved by the holders of a majority of the outstanding voting securities of the Fund, using the same definition of this term described above regarding Proposal 1. Proposal 3. In order for the New Trustees to be elected, the entire slate of nominees must be approved by the affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote at the Meeting. Votes withheld will have the same effect as a vote against the Proposal.Please note that if you sign, date, and return the proxy card, but do not specify a vote on each Proposal, your shares will be voted in favor of each Proposal, and in the discretion of the proxies named therein with respect to any other 40business that may properly come before the Meeting or any postponements or adjournments thereof. IMPORTANT: Each Proposal must be approved in order for the Fund to move forward with any of the Proposals. If shareholders do not approve one of the Proposals, the Fund will abandon all three Proposals, and Madison will continue to serve as the investment adviser of the Fund and the Current Board will continue to oversee the Fund. No Dissenters RightsShareholders have no rights under applicable law or the Funds Declaration of Trust or Bylaws to exercise dissenters rights of appraisal with respect to any Proposal.Summary of Certain Aspects of Delaware Control Share Acquisition StatuteThe Fund is subject to the control share acquisition statute (the Control Share Statute) contained in Subchapter III of the Delaware Statutory Trust Act (the DSTA), which became automatically applicable to listed closed-end funds, such as the Fund.The Control Share Statute provides for a series of voting power thresholds above which shares are considered control beneficial interests (referred to here as control shares). Once a threshold is reached, an acquirer has no voting rights under the DSTA with respect to shares acquired in excess of that threshold (i.e., the control shares) unless approved by shareholders of the Fund or exempted by the Board. The Control Share Statute provides procedures for an acquirer to request a shareholder meeting for the purpose of considering whether voting rights shall be accorded to control shares.The foregoing is only a summary of certain aspects of the Control Share Statute. Some uncertainty around the application under the 1940 Act of state control share statutes exists as a result of recent federal and state court decisions that have found that certain control share acquisition provisions violate the 1940 Act.Security Ownership of Management, Trustees and Principal ShareholdersAs of the Record Date, to the best of the knowledge of the Fund, no trustee or officer of the Fund beneficially owned 1% or more of the outstanding shares of the Fund, and the trustees and the officers of the Fund, as a group, beneficially owned less than 1% of the outstanding shares of the Fund. The Current Board is not aware of any arrangements, the operation of which may result in a change in control of the Fund. The following table shows the dollar range of the Funds equity securities that are beneficially owned* by each member of the Current Board and the existing officers as of the Record Date. As of the same date, the nominees for New Trustee did not hold any equity securities of the Fund. * Beneficial Ownership is determined in accordance with Section 16a-1(a)(2) of the Exchange Act.41Trustee/Officer NameDollar Range of Beneficially-Owned Securities of the FundAggregate Dollar Range of Beneficially-Owned Securities of the Madison Fund Complex(1)Scott C. JonesNoneOver $100,000Steven P. RiegeNone$10,001 - $50,000Richard E. StruthersNone$10,001 - $50,000Jill M. Friedow$0 - $10,000$50,001 - $100,000Patrick F. RyanNoneOver $100,000Steve J. FredricksNone$50,001 - $100,000Greg D. HoppeNoneOver $100,000Brandon RedwingNone$1 - $10,000Kyle SchalowNoneNoneTerri WilhelmNoneNone(1) The term Madison Fund Complex refers to (i) the Madison Funds with 15 portfolios, (ii) the Ultra Series Fund with 14 portfolios, (iii) the Madison ETFs Trust with 4 active portfolios, and (iv) the Fund.As of the Record Date, to the knowledge of the Fund, no person owned of record or owned beneficially more than 5% of the voting securities of the Fund.Section 16 Beneficial Ownership Reporting ComplianceSection 16(a) of the Exchange Act and Section 30(h) of the 1940 Act require the Funds executive officers and trustees, certain officers of the Funds investment adviser, affiliated persons of the investment adviser, and persons who beneficially own more than 10% of the Funds shares to file certain reports of ownership (Section 16 filings) with the SEC and the NYSE. Based upon the Funds review of the copies of such forms effecting the Section 16 filings received by it, the Fund believes that for Funds fiscal year ended December 31, 2023, all filings applicable to such persons were completed and filed in a timely manner.HouseholdingThe SEC has adopted rules that permit investment companies, such as the Fund, to satisfy delivery requirements for proxy statements with respect to two or more shareholders sharing the same address by delivering a single proxy statement addressed to those shareholders. This process, which is commonly referred to as householding, could result in extra convenience and cost savings for the Fund and its shareholders.If possible, depending on shareholder registration and address information, and unless you have otherwise opted out, only one copy of this Proxy Statement will be sent to shareholders at the same address. However, each shareholder will receive separate proxy cards. If you currently receive multiple copies of proxy statements or shareholder reports and would like to request to receive a single copy of documents in the future, please contact your financial services firm.42Shareholder Proposals for Subsequent MeetingsShareholder proposals intended for inclusion in the Funds proxy statement in connection with the Funds 2025 Annual Meeting of Shareholders pursuant to Rule 14a-8 under the Exchange Act, must be received by the Fund at its principal executive offices by February 12, 2025. In order for the proposals made outside of Rule 14a-8 under the Exchange Act to be considered timely within the meaning of Rule 14a-4(c) under the Exchange Act, such proposals much be received by the Fund at its principal executives offices not later than the close of business on May 3, 2025, nor earlier than the close of business on April 3, 2025. The timely submission of a proposal does not guarantee its inclusion. Whether a proposal is included in a proxy statement will be determined in accordance with applicable federal and state laws, as well as the Funds governing documents.Other Matters to Come Before the MeetingNo business other than the Proposals described in this Proxy Statement are expected to come before the Meeting, but should any other matter requiring a vote of shareholders arise, the persons named as proxies will vote thereon in their discretion according to their best judgment in the interests of the Fund and its shareholders.Dated: August 7, 2024PLEASE COMPLETE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED ENVELOPE. YOU MAY ALSO VOTE BY INTERNET OR TELEPHONE IN ACCORDANCE WITH THE INSTRUCTIONS SET FORTH ON THE ENCLOSED PROXY CARD.43EXHIBIT ANEW INVESTMENT ADVISORY AGREEMENTINVESTMENT ADVISORY AGREEMENTINVESTMENT ADVISORY AGREEMENT (the Agreement), dated as of [ ], 2024 between Madison Covered Call and Equity Strategy Fund, a Delaware statutory trust (the Trust), and XA Investments LLC, a Delaware limited liability company (the Adviser).WHEREAS, the Adviser has agreed to furnish investment management and advisory services to the Trust, a closed-end management investment company registered under the Investment Company Act of 1940, as amended (the 1940 Act);WHEREAS, the Adviser is a registered investment adviser under the Investment Advisers Act of 1940, as amended (the Advisers Act); WHEREAS, this Agreement has been approved in accordance with the provisions of the 1940 Act, and the Adviser is willing to furnish such services upon the terms and conditions herein set forth; andNOW, THEREFORE, in consideration of the mutual premises and covenants herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged, it is agreed by and between the parties hereto as follows:1. Appointment(a) The Trust hereby appoints the Adviser to act as the investment adviser to the Trust and to furnish the management and investment advisory services described herein, for the period and upon the terms herein set forth.(b) The Adviser hereby agrees, all as more fully set forth herein, to act as investment adviser to the Trust with respect to the investment of the Trusts assets and to supervise and arrange for the day-to-day operations of the Trust and the purchase of securities for and the sale of securities held in the investment portfolio of the Trust.(c) The Adviser for all purposes in this Agreement will be deemed to be an independent contractor and, unless otherwise expressly provided or authorized in this Agreement, will have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. 2. Duties and Obligations of the Adviser with Respect to Investment of Assets of the Trust. (a) Subject to the direction and control of the Trusts Board of Trustees, the Adviser shall:(i) act as investment adviser for and supervise and manage the investment and reinvestment of the Trusts assets and, in connection therewith, have complete discretion in purchasing and selling securities and other assets for the Trust and in voting, exercising consents and exercising all other rights appertaining to such securities and other A-1assets on behalf of the Trust; (ii) supervise the investment program of the Trust and the composition of its investment portfolio; and (iii) arrange, subject to the provisions of Section 5 hereof, for the purchase and sale of securities and other assets held in the investment portfolio of the Trust. (b) In performing its duties under this Section 2, the Adviser may delegate some or all of its duties and obligations under this Agreement to one or more investment sub-advisers; provided, however, that any such delegation shall be pursuant to an agreement with terms agreed upon by the Trust and approved in a manner consistent with the 1940 Act and provided, further, that no such delegation shall relieve the Adviser from its duties and obligations of management and supervision of the management of the Trusts assets pursuant to this Agreement and to applicable law.(c) The Adviser shall maintain business continuity, cybersecurity, disaster recovery and backup capabilities and facilities in keeping with industry standards and Securities and Exchange Commission (SEC) requirements through which the Adviser will be able to perform its obligations hereunder with minimal disruptions or delay. (d) To the extent prohibited by Regulation S-P, the Adviser and its affiliates will not disclose any non-public personal information, as defined in Regulation S-P, received from the Trust regarding any shareholder unless in accordance with an exception under Regulation S-P, or as otherwise may be permitted by law. The Adviser represents and warrants that, in accordance with applicable state privacy laws and Regulation S-P, it has implemented safeguards by adopting policies and procedures reasonably designed to: (i) insure the security and confidentiality of records and non-public personal information of shareholders; (ii) protect against any anticipated threats or hazards to the security or integrity of shareholder records and non-public personal information; and (iii) protect against unauthorized access to or use of such shareholder records or non-public personal information that could result in substantial harm or inconvenience to any shareholder. The Adviser shall treat confidentially all records of the Trust and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where the Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or (ii) when so requested by the Trust.(e) The Adviser acknowledges that, in compliance with the Bank Secrecy Act, as amended, the USA PATRIOT Act, and any implementing regulations thereunder (together, the AML Laws), the Trust has adopted anti-money laundering policies and procedures (the AML Policies). The Adviser agrees to comply with the Trusts AML Policies and the AML Laws, as the same may apply to the Adviser, now and in the future, and understands and agrees that the Trust may disclose information regarding the Adviser to governmental and/or regulatory or self-regulatory authorities to the extent required by applicable law or regulation and may file reports with such authorities as may be required by such law or regulation.A-2(f) The Adviser shall provide such information as may reasonably be requested by the Board under Section 15(c) of the 1940 Act in connection with its annual consideration of this Agreement.3. Duties and Obligations of the Adviser with Respect to the Management of the TrustThe Adviser shall perform the management services necessary for the operation of the Trust, including providing the Trust necessary personnel and such other services as the Adviser, subject to review by the Board of Trustees, from time to time shall determine to be necessary or useful to perform its obligations under this Agreement. The Adviser, also on behalf of the Trust, shall conduct relations with administrators, custodians, depositories, transfer agents, pricing agents, investor support service providers, investor relations providers, dividend disbursing agents, other shareholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable.4. Covenants(a) In the performance of its duties under this Agreement, the Adviser shall at all times conform to, and act in accordance with, any requirements imposed by:(i) the provisions of the 1940 Act and the Advisers Act and all applicable Rules and Regulations of the SEC; (ii) any other applicable provision of law; (iii) the provisions of this Agreement and Declaration of Trust and By-Laws of the Trust, as such documents are amended from time to time; (iv) the investment objective, policies and restrictions of the Trust as set forth in its Registration Statement on Form N-2; and (v) any policies and determinations of the Board of Trustees of the Trust.(b) The Adviser will maintain a written code of ethics (the Code of Ethics) pursuant to Rule 17j-1 under the 1940 Act, a copy of which will be provided to the Trust, and will institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Adviser will follow such Code of Ethics in performing its services under this Agreement.(c) The Adviser will maintain compliance policies and procedures adopted pursuant to Rule 206(4)-7 under the Advisers Act and Rule 38a-1 under the 1940 Act, a copy of which will be provided to the Trust, and follow such compliance policies and procedures in performing its services under this Agreement; and(d) The Adviser will cooperate with the chief compliance officer of the Trust in connection with the implementation and operation of the Trusts compliance policies and procedures adopted pursuant to Rule 38a-1 under the 1940 Act, and will prepare necessary reports and provide the Trusts chief compliance officer with access to information reasonably necessary for the Trust to comply with Rule 38a-1.A-35. Portfolio Transactions(a) In the performance of its duties under this Agreement, the Adviser will place orders either directly with the issuer or with any broker or dealer. Subject to the other provisions of this paragraph, in placing orders with brokers and dealers, the Adviser will attempt to obtain the best price and the most favorable execution of its orders, and all such brokerage placement shall be made in compliance with Section 28(e) of the Securities Exchange Act of 1934, as amended. In placing orders, the Adviser will consider the experience and skill of the firms securities traders as well as the firms financial responsibility and administrative efficiency. Consistent with this obligation, the Adviser may select brokers on the basis of the research, statistical and pricing services they provide to the Trust and other clients of the Adviser. Information and research received from such brokers will be in addition to, and not in lieu of, the services required to be performed by the Adviser hereunder. A commission paid to such brokers may be higher than that which another qualified broker would have charged for effecting the same transaction, provided that the Adviser determines in good faith that such commission is reasonable in terms either of the transaction or the overall responsibility of the Adviser to the Trust and its other clients and that the total commissions paid by the Trust will be reasonable in relation to the benefits to the Trust over the long-term. In no instance, however, will the Trusts securities be purchased from or sold to the Adviser, or any affiliated person thereof, except to the extent permitted by the SEC or by applicable law.(b) At the request of the Board of Trustees of the Trust, the Adviser will identify and provide a written description to the Board of Trustees of soft dollar arrangements that the Adviser maintains with respect to the Trust or with brokers or dealers that execute transactions for the Trust, and of research and other services provided to the Adviser by a broker or dealer (whether prepared by such broker or dealer or by a third party) as a result, in whole or in part, of the direction of Trust transactions to the broker or dealer. (c) From time to time, the Adviser or brokers or dealers affiliated with it may find themselves in a position to buy for certain of their clients (each an Account) securities which the Advisers investment advisory clients wish to sell, and to sell for certain of their clients securities which other advisory clients wish to buy. Where one of the parties is an advisory client, the Adviser or the affiliated broker or dealer cannot participate in this type of transaction (known as a cross transaction) on behalf of an advisory client and retain commissions from one or both parties to the transaction without the advisory clients consent. This is because in a situation where the Adviser is making the investment decision (as opposed to a brokerage client who makes his own investment decisions), and the Adviser or an affiliate is receiving commissions from both sides of the transaction, there is a potential conflicting division of loyalties and responsibilities on the Advisers part regarding the advisory client. The SEC has adopted a rule under the Advisers Act that permits the Adviser or its affiliates to participate on behalf of an Account in agency cross transactions if the advisory client has given written consent in advance. By execution of this Agreement, the Trust authorizes the Adviser or its affiliates to participate in agency cross transactions involving an Account. The Trust may revoke its consent at any time by written notice to the Adviser.A-46. ConfidentialityEach of the Trust and the Adviser acknowledge and agree that pursuant to this Agreement, either party may have access to the other partys confidential and proprietary information and materials concerning or pertaining to the others business. Each party will receive and hold such information in the strictest confidence, and acknowledge, represent, and warrant that it will use its best efforts to protect the confidentiality of this information. Each party agrees that, without the prior written consent of the other party, which approval shall not be unreasonably withheld, they will not use, copy, or divulge to third parties or otherwise use, except in accordance with the terms of this Agreement, any information obtained from or through the other party in connection with this Agreement; provided, however, this covenant shall not apply to information (i) which is in the public domain now or when it becomes in the public domain in the future, other than by reason of a breach of this Agreement, (ii) which has come to either party from a lawful source not bound to maintain the confidentiality of such information, other than from the other party or an affiliate or representative of that party, (iii) disclosures which are required by law, regulatory authority, regulation or legal process or are made to any regulatory agency in the normal course of an examination, audit or investigation involving such party, or (iv) disclosure as reasonably necessary in the course of business to third parties subject to a duty to maintain the confidentiality of the information.7. Services Not Exclusive(a) Nothing in this Agreement shall prevent the Adviser or any officer, employee or other affiliate thereof from acting as investment adviser for any other person, firm or corporation, or from engaging in any other lawful activity, and shall not in any way limit or restrict the Adviser or any of its officers, employees or agents from buying, selling or trading any securities for its or their own accounts or for the accounts of others for whom it or they may be acting; provided, however, that the Adviser will undertake no activities which, in its judgment, will adversely affect the performance of its obligations under this Agreement.(b) The Adviser may manage other investment accounts and funds, including those with investment objectives similar to the Trust. Securities considered as investments for the Trust may also be appropriate for other investment accounts and funds that may be managed by the Adviser. Subject to applicable laws and regulations, the Adviser will attempt to allocate equitably portfolio transactions among the portfolios of its other investment accounts and funds purchasing securities whenever decisions are made to purchase or sell securities by the Trust and one or more of such other accounts or funds simultaneously. In making such allocations, the main factors to be considered by the Adviser will be the respective investment objectives of the Trust and such other accounts and funds, the relative size of portfolio holdings of the same or comparable securities, the availability of cash for investment by the Trust and such other accounts and funds, the size of investment commitments generally held by the Trust and such accounts and funds, and the opinions of the persons responsible for recommending investments to the Trust and such other accounts and funds. 8. Books and Records(a) The Adviser undertakes and agrees to maintain or cause others to maintain, in the form and for the period required by Rule 31a-2 A-5under the 1940 Act, all records relating to the Trusts investments that are required to be maintained by the Trust pursuant to the 1940 Act with respect to the Advisers responsibilities under this Agreement for the Trust, and which are not otherwise maintained by the administrator, fund accounting agent, custodian or other service providers to the Trust.(b) In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Adviser hereby agrees that all records which it maintains for the Trust are the property of the Trust and further agrees to surrender promptly to the Trust any such records upon the Trusts request. 9. CustodyNothing in this Agreement will require the Adviser to take or receive physical possession of cash, securities, or other investments of the Trust. 10. Expenses(a) During the term of this Agreement, the Adviser will bear all costs and expenses of its employees and any overhead incurred in connection with its duties hereunder, except as provided pursuant to paragraph (c) of this Section 10, and shall bear the costs of any salaries or trustees fees of any officers or trustees of the Trust who are affiliated persons (as defined in the 1940 Act) of the Adviser.(b) The Trust will bear all other costs, fees and expenses of its operations and transactions, including those relating to: (1) organization; (2) calculation of the Trusts net asset value (including the cost and expenses of any independent valuation firm, agent or other provider); (3) expenses payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for the Trust and in monitoring the Trusts investments; (4) interest payable on indebtedness and dividends and distributions on preferred shares, as applicable, if any, incurred to finance the Trusts investments; (5) offerings of the Trusts common shares and other securities (including, all fees, costs and expenses related thereto); (6) fees payable to third parties, including agents, legal counsel, consultants or other advisors, relating to, or associated with, evaluating and making investments; (7) administrator, transfer agent and custodian fees; (8) federal and state registration fees; (9) all costs of registration and listing the Trusts shares on any securities exchange; (10) federal, state and local taxes; (11) independent trustees fees and expenses; (12) costs of preparing and filing reports or other documents required by governmental bodies (including the SEC), including printing costs; (13) costs of any reports, proxy statements or other notices to shareholders, including printing costs; (14) insurance premiums for fidelity bond and other insurance coverage, including the Trusts allocable portion of the fidelity bond, trustees and officers errors and omissions liability insurance, including independent trustees liability insurance, and any other insurance premium; (15) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; (16) brokerage commissions, assignment fees and other costs in connection with the purchase, holding or sale of securities and other investment instruments (including, without limitation, security settlement costs); (17) expenses incidental to holding meetings of the Trusts shareholders, including proxy solicitations therefor; provided, however, that the Trust will not bear such expenses with respect to any meeting of the Trusts shareholders held for the purpose of seeking shareholder approval of a new investment advisory agreement in connection A-6with a change of control of the Adviser; (18) unusual, non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust is a party and legal obligations that the Trust may have to indemnify the Trusts directors, officers and/or employees or agents with respect to these actions, suits or proceedings; and (19) all other expenses incurred by the Trust in connection with administering the Trusts business.(c) The Trust may, if and to the extent approved by the Board of Trustees, including a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, from time to time reimburse the Adviser for certain costs and expenses incurred by the Adviser in connection with the management of the Trusts assets, which may include the Trusts allocable share of portfolio management and trading software costs, research expenses (including modeling and analytic software costs), diligence expenses and out-of-pocket travel costs incurred in connection with the management of the Trusts assets. For the avoidance of doubt, in no event shall expenses associated with the general overhead of the Adviser be reimbursed by the Trust.11. Compensation of the Adviser(a) The Trust agrees to pay to the Adviser and the Adviser agrees to accept as full compensation for all services rendered by the Adviser as such, a monthly fee in arrears at an annual rate equal to 0.80% of the Trusts average daily value of the Trusts Managed Assets. For any period less than a month during which this Agreement is in effect, the fee shall be prorated according to the proportion which such period bears to a full month of 28, 29, 30 or 31 days, as the case may be. (b) Managed Assets means the total assets of the Trust, including the assets attributable to the proceeds from financial leverage (including through the issuance of preferred shares or the issuance of senior securities representing indebtedness), minus liabilities, other than liabilities related to any financial leverage. (c) For purposes of this Agreement, the total assets of the Trust shall be calculated pursuant to the procedures adopted by resolutions of the Trustees of the Trust for calculating the value of the Trusts assets.(d) The Adviser may elect from time to time, in its sole discretion, to waive its right to reimbursement or its receipt of the advisory fee.12. Representations and Warranties(a) The Trust represents and covenants to the Adviser as follows:(i) The Trust is duly organized and validly existing under the laws of the State of Delaware with the power to own and possess its assets.(ii) The execution, delivery and performance by the Trust of this Agreement are within the Trusts powers and have been duly authorized by all necessary actions of the Board of Trustees, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or A-7regulation, (ii) the Trusts governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instruments binding upon the Trust.(iii) The Trust is, or will be prior to commencing operations, registered as a closed-end management investment company under the 1940 Act and the Trusts shares are, or will be prior to commencing operations, registered under the Securities Act of 1933, as amended, and under any applicable state securities laws, or exempt from such registration.(b) The Adviser represents and covenants to the Trust as follows:(i) The Adviser is duly organized and validly existing under the laws of the State of Delaware.(ii) The execution, delivery and performance by the Adviser of this Agreement are within the Advisers powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance of this Agreement by the parties to this Agreement, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Advisers governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instruments binding upon the Adviser.(iii) The Adviser is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement.13. Limitation on LiabilityThe Adviser will not be liable for any error of judgment or mistake of law or for any loss suffered by Adviser or by the Trust in connection with the performance of this Agreement, except a loss resulting from a breach of a fiduciary duty with respect to the receipt of compensation for services or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder).14. IndemnificationThe Trust shall indemnify, defend and protect the Adviser, its members and their respective officers, managers, partners, agents, employees, controlling persons, members and any other person affiliated with any of them (collectively, the Indemnified Parties) (each of whom shall be deemed a third party beneficiary hereof) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, A-8investigation or other proceeding (including an action or suit by or in the right of the Trust or its security holders) arising out of or otherwise based upon the performance of any of the Advisers duties or obligations under this Agreement or otherwise as an investment adviser of the Trust. Notwithstanding the foregoing provisions of this Section 12 to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Trust or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of any Indemnified Partys duties or by reason of the reckless disregard of the Advisers duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder).15. Duration and Termination(a) This Agreement shall become effective as of the date hereof and, unless sooner terminated with respect to the Trust as provided herein, shall continue in effect for a period of two years. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Trust for successive periods of 12 months, provided such continuance is specifically approved at least annually by both:(i) the vote of a majority of the Trusts Board of Trustees or the vote of a majority of the outstanding voting securities of the Trust at the time outstanding and entitled to vote, and (ii) the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. (b) Notwithstanding the foregoing, this Agreement may be terminated by the Trust at any time, without the payment of any penalty, upon giving the Adviser 60 days notice (which notice may be waived by the Adviser), provided that such termination by the Trust shall be directed or approved by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Trust at the time outstanding and entitled to vote, or by the Adviser on 60 days written notice to the Trust (which notice may be waived by the Trust). (c) This Agreement will immediately terminate in the event of its assignment. (d) As used in this Agreement, the terms majority of the outstanding voting securities, interested person and assignment shall have the same meanings of such terms in the 1940 Act.(e) The terms of Sections 6, 8, 13 and 14, 18, 19 and 20 of this Agreement shall survive the termination of this Agreement.16. NoticesAny notice under this Agreement shall be in writing to the other party at such address as the other party may designate from time to time for the receipt of such notice and shall be deemed to be received on the earlier of the date actually received or on the fourth day after the postmark if such notice is A-9mailed first class postage prepaid.17. Amendment of this AgreementNo provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. Any amendment of this Agreement shall be subject to the 1940 Act.18. Governing LawThis Agreement shall be governed by and construed in accordance with the laws of the State of Delaware for contracts to be performed entirely therein without reference to choice of law principles thereof and in accordance with the applicable provisions of the 1940 Act.19. Use of the NameThe Adviser has consented to the use by the Trust of the name or identifying word XA, XAI or XA Investments in the name of the Trust. Such consent is conditioned upon the employment of the Adviser as the investment adviser to the Trust. The name or identifying word XA, XAI or XA Investments may be used from time to time in other connections and for other purposes by the Adviser and any of its affiliates. The Adviser may require the Trust to cease using XA, XAI or XA Investments in the name of the Trust, if the Trust ceases to employ, for any reason, the Adviser, any successor thereto or any affiliate thereof as investment adviser of the Trust. If so required by the Adviser, the Trust will cease using XA, XAI or XA Investments in its name as promptly as practicable and make all reasonable efforts to remove XA, XAI or XA Investments from its name.20. Miscellaneous(a) The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.(b) If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. (c) Nothing contained in this Agreement will be deemed to require the Trust to take any action contrary to the Trusts Amended and Restated Agreement and Declaration of Trust or By-laws, as they may be amended and/or restated from time to time, or any applicable statute or regulation, or to relieve or deprive the Board of Trustees of its responsibility for and control of the conduct of the affairs of the Trust. (d) This Agreement shall be binding on, and shall inure to the benefit of the parties hereto and their respective successors.(e) This Agreement may be executed in counterparts by the parties hereto, each of which shall constitute an original counterpart, and all of which, together, shall constitute one Agreement. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.A-10(f) This Agreement constitutes the entire understanding and agreement, and supersedes any and all other proposals, understandings, and agreements among the parties with respect to the subject matter hereof.IN WITNESS WHEREOF, the parties hereto have caused the foregoing instrument to be executed by their duly authorized officers, all as of the day and the year first above written.MADISON COVERED CALL & EQUITY STRATEGY FUNDBy: Name: Title: XA INVESTMENTS LLCBy: Name: Title: A-11EXHIBIT BNEW SUBADVISORY AGREEMENTINVESTMENT SUBADVISORY AGREEMENTINVESTMENT SUB-ADVISORY AGREEMENT (the Agreement), dated as of [ ], 2024 (the Effective Date) among Madison Covered Call and Equity Strategy Fund, a Delaware statutory trust (the Trust), XA Investments LLC, a Delaware limited liability company (the Adviser), and Madison Asset Management, LLC a Wisconsin limited liability company (the Sub-Adviser).WHEREAS, the Adviser has agreed to furnish investment management and advisory services to the Trust, a closed-end management investment company registered under the Investment Company Act of 1940, as amended (the 1940 Act);WHEREAS, the investment advisory agreement between the Adviser and the Trust dated as of [ ] (such agreement or the most recent successor agreement between such parties relating to advisory services to the Trust is referred to herein as the Investment Advisory Agreement) contemplates that the Adviser may sub-contract investment advisory services with respect to the Trust to a sub-adviser(s) pursuant to a sub-advisory agreement(s) agreeable to the Trust and approved in accordance with the provisions of the 1940 Act;WHEREAS, the Adviser wishes to retain the Sub-Adviser to provide certain sub-advisory services; WHEREAS, the Sub-Adviser is a registered investment adviser under the Investment Advisers Act of 1940, as amended (the Advisers Act); andWHEREAS, this Agreement has been approved in accordance with the provisions of the 1940 Act, and the Sub-Adviser is willing to furnish such services upon the terms and conditions herein set forth;NOW, THEREFORE, in consideration of the mutual premises and covenants herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged, it is agreed by and between the parties hereto as follows:1. Appointment(a) The Adviser hereby appoints the Sub-Adviser to act as the investment sub-adviser to the Trust and to furnish the services described herein, for the period and upon the terms herein set forth.(b) The Sub-Adviser hereby agrees, all as more fully set forth herein, to act as investment sub-adviser to the Trust and to furnish the services described below with respect to the investment of the Trusts assets and the purchase of securities for and the sale of securities held in the investment portfolio of the Trust.(c) The Sub-Adviser for all purposes in this Agreement will be deemed to be an independent contractor and, unless otherwise expressly provided or authorized in this Agreement, will have no authority to act for or represent the Adviser or the Trust in any way B-1or otherwise be deemed an agent of the Adviser or the Trust. 2. Duties and Obligations of the Sub-Adviser with Respect to Investment of Assets of the Trust(a) Subject to the oversight and supervision of the Adviser and direction and control of the Trusts Board of Trustees, the Sub-Adviser will act as sub-adviser for the Trust and perform one or more of the following services at the request of the Adviser in connection with the investment and reinvestment of the Trusts assets: (i) managing the investment and reinvestment of the assets of the Trust in accordance with the investment policies and guidelines of the Trust;(ii) subject to the provisions of Section 4 hereof, purchasing and selling securities and other assets for the Trust and placing orders for purchases and sales of assets of the Trust; (iii) providing investment research and credit analysis concerning the assets of the Trust; (iv) monitoring on a daily basis the investment activities and portfolio holdings relating to the Trust;(v) voting proxies relating to the Trusts portfolio securities in accordance with the proxy voting policies and procedures of the Sub-Adviser; and(vi) settlement of transactions and completing corporate actions. (b) At the request of the Adviser, the Sub-Adviser will also, subject to the oversight and supervision of the Adviser and the direction and control of the Trusts Board of Trustees, consult with the Adviser as to the overall management of the assets of the Trust and the investment policies and practices of the Trust, including (but not limited to) the use by the Trust of financial leverage and matters relating to such financial leverage (e.g., form, amount and costs) and the utilization by the Trust of any interest rate or other hedging or risk management transactions in connection therewith. (c) In addition, the Sub-Adviser will keep the Trust and the Adviser informed of developments relating to the Sub-Adviser or the Trusts investments materially affecting the Trust and shall, upon request, furnish to the Adviser and the Trust all information relevant to such developments. (d) The Sub-Adviser will periodically communicate to the Adviser or other service providers of the Trust, at such times as the Adviser may request, information concerning the purchase and sale of securities for the Trust and such other information as the Adviser may reasonably require for purposes of fulfilling its obligations to the Trust under the Investment Advisory Agreement.(e) In addition to the investment policies and guidelines of the Trust, the Adviser may from time to time communicate to the Sub-Adviser instructions (the Instructions) in writing that limit or supplement the investment policies and guidelines and are subject to approval by the Sub-B-2Adviser, which approval shall not be unreasonably withheld. Neither the investment policies and guidelines nor the Instructions shall require the Sub-Adviser to obtain capabilities or resources beyond those it possesses as of the Effective Date. The Adviser shall promptly notify the Sub-Adviser, in writing, of any change in the investment policies and guidelines that is made for any reason, including but not limited to a change by the Adviser, the Trust or in any applicable law or regulation. The Adviser acknowledges that the Sub-Adviser may be required to terminate delivery of certain data or services used in managing the Trust in the event the Sub-Adviser is no longer able to obtain such data or services.(f) The Sub-Adviser shall maintain business continuity, cybersecurity, disaster recovery and backup capabilities and facilities in keeping with industry standards and Securities and Exchange Commission (SEC) requirements through which the Sub-Adviser will be able to perform its obligations hereunder with minimal disruptions or delay. (g) To the extent prohibited by Regulation S-P, the Sub-Adviser and its affiliates will not disclose any non-public personal information, as defined in Regulation S-P, received from the Trust regarding any shareholder unless in accordance with an exception under Regulation S-P, or as otherwise may be permitted by law. The Sub-Adviser represents and warrants that, in accordance with applicable state privacy laws and Regulation S-P, it has implemented safeguards by adopting policies and procedures reasonably designed to: (i) insure the security and confidentiality of records and non-public personal information of shareholders; (ii) protect against any anticipated threats or hazards to the security or integrity of shareholder records and non-public personal information; and (iii) protect against unauthorized access to or use of such shareholder records or non-public personal information that could result in substantial harm or inconvenience to any shareholder. The Sub-Adviser shall treat confidentially all records of the Trust and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where the Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or (ii) when so requested by the Trust.(h) The Sub-Adviser acknowledges that, in compliance with the Bank Secrecy Act, as amended, the USA PATRIOT Act, and any implementing regulations thereunder (together, the AML Laws), the Trust has adopted anti-money laundering policies and procedures (the AML Policies). The Sub-Adviser agrees to comply with the Trusts AML Policies and the AML Laws, as the same may apply to the Sub-Adviser, now and in the future, and understands and agrees that the Trust may disclose information regarding the Sub-Adviser to governmental and/or regulatory or self-regulatory authorities to the extent required by applicable law or regulation and may file reports with such authorities as may be required by such law or regulation.(i) The Sub-Adviser shall provide such information as may reasonably be requested by the Adviser and/or the Board of Trustees under Section 15(c) of the 1940 Act in connection with its annual consideration of this Agreement.B-3(i) Nothing in this Agreement is deemed to impose on the Sub-Adviser responsibility for the preparation of the Trusts financial statements or the Trusts other financial and regulatory filing and reporting obligations, provided that the Sub-Adviser shall provide sub-certifications in the form reasonably requested by the Trust relating to the Sub-Advisers services under this Agreement to assist the Trust in complying with the provisions of the Sarbanes-Oxley Act of 2002.3. Covenants(a) In the performance of its duties under this Agreement, the Sub-Adviser shall at all times conform to, and act in accordance with, any requirements imposed by:(i) the provisions of the 1940 Act and the Advisers Act and all applicable Rules and Regulations of the SEC; (ii) any other applicable provision of law; (iii) the provisions of this Agreement and Declaration of Trust and By-Laws of the Trust, as such documents are amended from time to time; (iv) the investment objective, policies and restrictions of the Trust as set forth in its Registration Statement on Form N-2 and as supplemented from time to time by the Trusts shareholder reports and other SEC filings; and (v) any policies and determinations of the Board of Trustees of the Trust.(b) The Sub-Adviser will not consult with any other sub-adviser of the Trust or any other sub-adviser to a fund under common control with the Trust concerning transactions of the Trust in securities or other assets.(c) The Sub-Adviser will maintain a written code of ethics (the Code of Ethics) pursuant to Rule 17j-1 under the 1940 Act, a copy of which will be provided to the Trust and the Adviser, and will institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Sub-Adviser will follow such Code of Ethics in performing its services under this Agreement.(d) The Sub-Adviser will maintain compliance policies and procedures adopted pursuant to Rule 206(4)-7 under the Advisers Act and Rule 38a-1 under the 1940 Act, a copy of which will be provided to the Trust and the Adviser, and follow such compliance policies and procedures in performing its services under this Agreement; and(e) The Sub-Adviser will cooperate with the chief compliance officer of the Trust in connection with the implementation and operation of the Trusts compliance policies and procedures adopted pursuant to Rule 38a-1 under the 1940 Act, and will prepare necessary reports and provide the Trusts chief compliance officer with access to information reasonably necessary for the Trust to comply with Rule 38a-1.4. Portfolio Transactions(a) In the performance of its duties under this Agreement, the Sub-Adviser will place orders either directly with the issuer or with any broker B-4or dealer. Subject to the other provisions of this paragraph, in placing orders with brokers and dealers, the Sub-Adviser will attempt to obtain the best price and the most favorable execution of its orders, and all such brokerage placement shall be made in compliance with Section 28(e) of the Securities Exchange Act of 1934, as amended. In placing orders, the Sub-Adviser will consider the experience and skill of the firms securities traders as well as the firms financial responsibility and administrative efficiency. Consistent with this obligation, the Sub-Adviser may select brokers on the basis of the research, statistical and pricing services they provide to the Trust and other clients of the Sub-Adviser. Information and research received from such brokers will be in addition to, and not in lieu of, the services required to be performed by the Sub-Adviser hereunder. A commission paid to such brokers may be higher than that which another qualified broker would have charged for effecting the same transaction, provided that the Sub-Adviser determines in good faith that such commission is reasonable in terms either of the transaction or the overall responsibility of the Sub-Adviser to the Trust and its other clients and that the total commissions paid by the Trust will be reasonable in relation to the benefits to the Trust over the long-term. In no instance, however, will the Trusts securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except to the extent permitted by the SEC or by applicable law.(b) At the request of the Adviser or the Trust, the Sub-Adviser will identify and provide a written description to the Adviser and the Board of Trustees of the Trust of soft dollar arrangements that the Sub-Adviser maintains with respect to the Trust or with brokers or dealers that execute transactions for the Trust, and of research and other services provided to the Sub-Adviser by a broker or dealer (whether prepared by such broker or dealer or by a third party) as a result, in whole or in part, of the direction of Trust transactions to the broker or dealer. (c) From time to time, the Sub-Adviser or brokers or dealers affiliated with it may find themselves in a position to buy for certain of their clients (each an Account) securities which the Sub-Advisers investment advisory clients wish to sell, and to sell for certain of their clients securities which advisory clients wish to buy. Where one of the parties is an advisory client, the Sub-Adviser or the affiliated broker or dealer cannot participate in this type of transaction (known as a cross transaction) on behalf of an advisory client and retain commissions from one or both parties to the transaction without the advisory clients consent. This is because in a situation where the Sub-Adviser is making the investment decision (as opposed to a brokerage client who makes his own investment decisions), and the Sub-Adviser or an affiliate is receiving commissions from both sides of the transaction, there is a potential conflicting division of loyalties and responsibilities on the Sub-Advisers part regarding the advisory client. However, the SEC has adopted a rule under the Advisers Act that permits the Sub-Adviser or its affiliates to participate on behalf of an Account in agency cross transactions if the advisory client has given written consent in advance. Therefore, by execution of this Agreement, the Trust authorizes the Sub-Adviser or its affiliates to participate in agency cross transactions involving an Account. The Trust may revoke its consent at any time by written notice to the Sub-Adviser.5. ConfidentialityEach of the Trust, the Adviser and the Sub-Adviser acknowledge and agree that in satisfying its respective obligations under and performing B-5services in connection with this Agreement, any party may have access to another partys confidential and proprietary information and materials concerning or pertaining to the others business (confidential information). Each party will receive and hold such information in the strictest confidence, and acknowledge, represent, and warrant that it will use its best efforts to protect the confidentiality of this information to the same degree of care as it would its own confidential information. Each party agrees that, without the prior written consent of the other party, which approval shall not be unreasonably withheld, such party will not use, copy, or divulge to third parties or otherwise use, except in accordance with the terms of this Agreement, any confidential information of another party without the prior written consent of such other party; provided, however, this covenant shall not apply to (i) information which is in the public domain now or when it becomes in the public domain in the future, other than by reason of a breach of this Agreement, (ii) information which has come to a party from a lawful source not bound to maintain the confidentiality of such information, other than from any other party or an affiliate or representative of that party, (iii) information which is independently developed without the use of confidential information, (iv) disclosures which are required by law, regulatory authority, regulation or legal process or are made to any regulatory agency in the normal course of an examination, audit or investigation involving such party, or (v) disclosure as reasonably necessary in the course of business to third parties subject to a duty to maintain the confidentiality of the information. Notwithstanding the foregoing, the Sub-Adviser may disclose information it receives from or on behalf of the Trust or the Adviser to officers and employees of the Sub-Adviser or any of its affiliates in the course of providing the services under this Agreement and the Sub-Adviser may disclose the Trusts TIN information to third parties as required to perform the Sub-Advisers services under this Agreement. 6. Services Not Exclusive(a) Nothing in this Agreement shall prevent the Sub-Adviser or any officer, employee or other affiliate thereof from acting as investment adviser for any other person, firm or corporation, or from engaging in any other lawful activity, and shall not in any way limit or restrict the Sub-Adviser or any of its officers, employees or agents from buying, selling or trading any securities for its or their own accounts or for the accounts of others for whom it or they may be acting; provided, however, that the Sub-Adviser will undertake no activities which, in its judgment, will adversely affect the performance of its obligations under this Agreement.(b) The Sub Adviser currently manages, and may in the future manage, other investment accounts and funds, including those with investment objectives similar to the Trust. Securities considered as investments for the Trust may also be appropriate for other investment accounts and funds that may be managed by the Sub-Adviser. Subject to applicable laws and regulations, the Sub-Adviser will attempt to allocate equitably portfolio transactions among the portfolios of its other investment accounts and funds purchasing securities whenever decisions are made to purchase or sell securities by the Trust and one or more of such other accounts or funds over time. In making such allocations, the main factors to be considered by the Sub-Adviser will be the respective investment objectives of the Trust and such other accounts and funds, the relative size of portfolio holdings of the same or comparable securities, the availability of cash for investment by the Trust and such other accounts and funds, the size of investment commitments generally B-6held by the Trust and such accounts and funds, and the opinions of the persons responsible for recommending investments to the Trust and such other accounts and funds. 7. Books and Records(a) The Sub-Adviser undertakes and agrees to maintain or cause others to maintain, in the form and for the period required by Rule 31a-2 under the 1940 Act, all records relating to the Trusts investments that are required to be maintained by the Trust pursuant to the 1940 Act with respect to the Sub-Advisers responsibilities under this Agreement for the Trust, and which are not otherwise maintained by the administrator, fund accounting agent, custodian or other service providers to the Trust.(b) In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which it maintains for the Trust are the property of the Trust and further agrees to surrender promptly to the Trust any such records upon the Trusts request, except for any software or other intellectual property that is proprietary to, or owned or licensed by, the Sub-Adviser or any of its affiliates, which shall remain the property of the Sub-Adviser. Notwithstanding the foregoing, the Sub-Adviser shall retain those original records or copies of records in order to comply with the Advisers Act record keeping requirement, applicable law and its own internal policies.(c) Each of the Adviser and the Trust shall own, have custody of and maintain its general corporate accounts and records. At reasonable times and upon reasonable notice, the Trust shall provide the Sub-Adviser with access to all books, records, accounts, facilities, and personnel necessary or appropriate for the performance of the Sub-Advisers obligations under this Agreement. 8. CustodyNothing in this Agreement will require the Sub-Adviser to take or receive physical possession of cash, securities, or other investments of the Trust. The Trust shall select, engage and maintain at the Trusts expense one or more custodians meeting the requirements of Section 17(f) of the 1940 Act and the rules, regulations and interpretations thereunder (each a Custodian) to serve as Custodian(s) of the Trust assets. The Adviser shall provide the Sub-Adviser, in writing, the identity of each Custodian, any change in a Custodian and all other information regarding the Custodian(s) required for the Sub-Adviser to carry out its duties under this Agreement. The Adviser shall notify each Custodian of the appointment of the Sub-Adviser and of the authority of the Sub-Adviser to effect investments with respect to the Trust assets. All transactions authorized by this Agreement are made by payment to or delivery by the Custodian(s). The Sub-Adviser shall have no rights or responsibilities, including to direct payment or move cash or assets of the Trust, that would be defined as taking custody under the Advisers Act. In connection with the Trusts custody agreement(s), the Adviser and the Trust will ensure that no such rights are given to the Sub-Adviser. The Trust and the Adviser will ensure that the Sub-Adviser may use the Depositary Trust Companys Institutional Delivery System for trade confirmation and settlement. B-79. Expenses(a) During the term of this Agreement, the Sub-Adviser will bear all costs and expenses of its employees and any overhead incurred in connection with its duties hereunder, except as provided pursuant to paragraph (d) of this Section 9, and shall bear the costs of any salaries or trustees fees of any officers or trustees of the Trust who are affiliated persons (as defined in the 1940 Act) of the Sub-Adviser.(b) The Sub-Adviser shall not be responsible for any expenses of the Adviser or the Trust not specifically set forth in this Section 9 or otherwise in any written agreement between the Sub-Adviser and the Trust or the Adviser, as the case may be.(c) The Trust will bear all other costs, fees and expenses of its operations and transactions, including those relating to: (1) organization; (2) calculation of the Trusts net asset value (including the cost and expenses of any independent valuation firm, agent or other provider); (3) expenses payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for the Trust and in monitoring the Trusts investments; (4) interest payable on indebtedness and dividends and distributions on preferred shares, as applicable, if any, incurred to finance the Trusts investments; (5) offerings of the Trusts common shares and other securities (including, all fees, costs and expenses related thereto); (6) fees payable to third parties, including agents, legal counsel, consultants or other advisors, relating to, or associated with, evaluating and making investments; (7) administrator, transfer agent and custodian fees; (8) federal and state registration fees; (9) all costs of registration and listing the Trusts shares on any securities exchange; (10) federal, state and local taxes; (11) independent trustees fees and expenses; (12) costs of preparing and filing reports or other documents required by governmental bodies (including the SEC), including printing costs; (13) costs of any reports, proxy statements or other notices to shareholders, including printing costs; (14) insurance premiums for fidelity bond and other insurance coverage, including the Trusts allocable portion of the fidelity bond, trustees and officers errors and omissions liability insurance, including independent trustees liability insurance, and any other insurance premium; (15) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; (16) brokerage commissions, assignment fees and other costs in connection with the purchase, holding or sale of securities and other investment instruments (including, without limitation, security settlement costs; (17) expenses incidental to holding meetings of the Trusts shareholders, including proxy solicitations therefor; provided, however, that the Trust will not bear such expenses with respect to any meeting of the Trusts shareholders held for the purpose of seeking approval of a new investment sub-advisory agreement in connection with a change of control of the Sub-Adviser; (18) unusual, non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust is a party and legal obligations that the Trust may have to indemnify the Trusts directors, officers and/or employees or agents with respect to these actions, suits or proceedings; and (19) all other expenses incurred by the Trust in connection with administering the Trusts business.B-810. Compensation of the Sub-Adviser(a) The Trust agrees to pay to the Sub-Adviser, and the Sub-Adviser agrees to accept as full compensation for all services rendered by the Sub-Adviser under this Agreement, a monthly fee in arrears in an amount equal to the specified percentage of the advisory fee payable to the Adviser from the Trust (the Sub-Advisory Fee):Average Daily Managed AssetsSub-Adviser Percentage of Management Fees / (Fee Rate)Type of Fee SplitFirst $175 million55% / (0.44%)AbsoluteGreater than $175 million and up to $25050% / (0.40%)BlendedOver $250 million*50% / (0.40%)Absolute* If the Trusts Daily Managed Assets exceed $250 million for a period of more than 10 consecutive trading days, the Trusts management fee split will be reset to 50% to the Sub-Adviser and 50% to the Adviser on an Absolute Fee Split basis.(b) For any period less than a month during which this Agreement is in effect, the fee shall be prorated according to the proportion which such period bears to a full month of 28, 29, 30 or 31 days, as the case may be.(c) Blended Fee Split means the total sub-advisory fees paid to the Sub-Adviser will be a result of different sub-advisory fee rates assessed to different asset levels. By way of example, in a theoretical scenario in which the Trust has Managed Assets of $200 million, the resulting Sub-Advisory Fees for the Sub-Adviser will be equal to (0.44% x $175 million) + (0.40% x $25 million), with a Blended Fee Split of 0.431%.(d) Absolute Fee Split means the total sub-advisory fees paid to the Sub-Adviser will be a result of the applicable fee rate multiplied by all of the Trusts Managed Assets.(e) Managed Assets means the total assets of the Trust, including the assets attributable to the proceeds from financial leverage (including through the issuance of preferred shares or the issuance of senior securities representing indebtedness), minus liabilities, other than liabilities related to any financial leverage.(f) For purposes of this Agreement, the total assets of the Trust shall be calculated pursuant to the procedures adopted by resolutions of the Trusts Board of Trustees for calculating the value of the Trusts assets.(g) The Sub-Adviser may elect from time to time, in its sole discretion, to waive its right to receipt of all or a portion of the Sub-Advisory Fee.11. Representations and Warranties(a) The Trust represents and covenants to the Sub-Adviser as follows:(i) The Trust is duly organized and validly existing under the laws of the State of Delaware with the power to own and possess its assets.B-9(ii) The execution, delivery and performance by the Trust of this Agreement are within the Trusts powers and have been duly authorized by all necessary actions of the Board of Trustees, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (1) any provision of applicable law, rule or regulation, (2) the Trusts governing instruments, or (3) any agreement, judgment, injunction, order, decree or other instruments binding upon the Trust.(iii) The Trust is, or will be prior to commencing operations, registered as a closed-end management investment company under the 1940 Act and the Trusts shares are, or will be prior to commencing operations, registered under the Securities Act of 1933, as amended, and under any applicable state securities laws, or exempt from such registration.(iv) Prior to the Sub-Adviser commencing services under this Agreement, the Trust will have legal title to the assets in the Trust and no restrictions shall exist as to the ownership or transfer of such assets unless specifically set forth in this Agreement.(b) The Adviser represents and covenants to the Sub-Adviser as follows:(i) The Adviser is duly organized and validly existing under the laws of the State of Delaware.(ii) The execution, delivery and performance by the Adviser of this Agreement are within the Advisers powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance of this Agreement by the parties to this Agreement, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (1) any provision of applicable law, rule or regulation, (2) the Advisers governing instruments, or (3) any agreement, judgment, injunction, order, decree or other instruments binding upon the Adviser.(iii) This Agreement constitutes a valid and binding obligation of the Adviser, enforceable against the Adviser in accordance with its terms, except to the extent such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, or similar laws affecting the rights of creditors generally and by general equity principles.(iv) The Adviser is not prohibited by the 1940 Act or B-10the Advisers Act from serving as investment adviser to the Trust.(v) The Adviser hereby acknowledges receipt of Sub-Advisers Form ADV, Part 2 before, or at the time of, signing this Agreement.(c) The Sub-Adviser represents and covenants to the Adviser and the Trust as follows:(i) The Sub-Adviser is duly organized and validly existing under the laws of the State of Wisconsin.(ii) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Advisers powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance of this Agreement by the parties to this Agreement, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (1) any provision of applicable law, rule or regulation, (2) the Sub-Advisers governing instruments, or (3) any agreement, judgment, injunction, order, decree or other instruments binding upon the Sub-Adviser.(iii) This Agreement constitutes a valid and binding obligation of the Sub-Adviser, enforceable against the Sub-Adviser in accordance with its terms, except to the extent such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, or similar laws affecting the rights of creditors generally and by general equity principles.(iv) The Sub-Adviser is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement.12. Certain InformationThe Adviser shall promptly notify the Sub-Adviser, and the Sub-Adviser shall promptly notify the Trust and the Adviser in writing of the occurrence of any of the following events:(a) such party failing to be registered as an investment adviser under the Advisers Act;(b) such party having been served or otherwise have notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Trust;(c) the occurrence of any change in control of such party or any parent of such party within the meaning of the 1940 Act; or B-11(d) the occurrence of any material adverse change in the business or financial position of such party. 13. Limitation on LiabilityThe Sub-Adviser will not be liable for any error of judgment or mistake of law or for any loss suffered by Sub-Adviser, the Adviser or by the Trust in connection with the performance of this Agreement, except a loss resulting from a breach of a fiduciary duty with respect to the receipt of compensation for services or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder). Nothing herein shall constitute a waiver or restriction of any partys rights under applicable federal or state securities laws.14. IndemnificationThe Trust shall indemnify, defend and protect the Sub-Adviser, its members and their respective officers, managers, partners, parent, corporate group affiliates, agents, employees, controlling persons, members, and any other person affiliated with any of them (collectively, the Indemnified Parties) (each of whom shall be deemed a third party beneficiary hereof) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Trust or its security holders) arising out of or otherwise based upon the performance of any of the Sub-Advisers duties or obligations under this Agreement or otherwise as an investment adviser of the Trust. Notwithstanding the foregoing provisions of this Section 14 to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Trust or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of any Indemnified Partys duties or by reason of the reckless disregard of the Sub-Advisers duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder).15. Duration and Termination(a) This Agreement shall become effective as of the Effective Date and, unless sooner terminated with respect to the Trust as provided herein, shall continue in effect for a period of two years. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Trust for successive periods of 12 months, provided such continuance is specifically approved at least annually by both:(i) the vote of a majority of the Trusts Board of Trustees or the vote of a majority of the outstanding voting securities of the Trust at the time outstanding and entitled to vote, and B-12(ii) the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. (b) Notwithstanding the foregoing, this Agreement may be terminated by (i) the Adviser or the Trust at any time, without the payment of any penalty, upon giving the Sub-Adviser 60 days notice (which notice may be waived by the Sub-Adviser), provided that such termination by the Trust shall be directed or approved by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Trust at the time outstanding and entitled to vote, or (ii) the Sub-Adviser on 60 days written notice to the Trust and the Adviser (which notice may be waived by the Trust or the Adviser on behalf of both the Trust and the Adviser). (c) This Agreement will immediately terminate in the event of its assignment and will immediately terminate upon any termination of the Investment Advisory Agreement between the Trust and the Adviser.(d) As used in this Agreement, the terms majority of the outstanding voting securities, interested person and assignment shall have the same meanings of such terms in the 1940 Act.(e) The terms of Sections 5, 7, 10, 13, 14, 18, 19 and 20 of this Agreement shall survive the termination of this Agreement.16. NoticesAny notice under this Agreement shall be in writing to the other parties and shall be considered as properly given or made if (a) sent by overnight delivery by a nationally recognized air courier service, (b) sent by electronic mail with no receipt of error in the delivery, or (c) mailed by registered or certified mail, return receipt requested, and if addressed to the respective address listed below:If to Adviser, to: XA Investments, LLC 321 North Clark Street #2430 Chicago, IL 60654 Attention: General CounselIf to the Trust, to:Madison Covered Call & Equity Strategy Fund 321 North Clark Street #2430 Chicago, IL 60654 Attention: Chief Executive OfficerIf to Sub-Adviser, to:Madison Investment Holdings, Inc. 550 Science Drive Madison, WI 53711 Attention: Steven A. Carlor at such address as the other party may designate from time to time for the receipt of such notice and shall be deemed effective on receipt.17. Amendment of this AgreementNo provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. Any amendment of this Agreement shall be subject to the 1940 Act.B-1318. Governing LawThis Agreement shall be governed by and construed in accordance with the laws of the State of Delaware for contracts to be performed entirely therein without reference to choice of law principles thereof and in accordance with the applicable provisions of the 1940 Act. WAIVER OF JURY TRIAL AND PUNITIVE DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND ANY RIGHT TO SEEK PUNITIVE OR CONSEQUENTIAL DAMAGES.19. Use of the NameThe Sub-Adviser has consented to the use by the Trust of the name or identifying word Madison in the name of the Trust. Such consent is conditioned upon the employment of the Sub-Adviser as the investment sub-adviser to the Trust. The name or identifying word Madison may be used from time to time solely in connection with the Sub-Advisers services under this Agreement. The Sub-Adviser may require the Trust to cease using Madison in the name of the Trust, if the Trust ceases to employ, for any reason, the Sub-Adviser, any successor thereto or any affiliate thereof as investment sub-adviser of the Trust. If so required by the Sub-Adviser, the Trust will cease using Madison in its name as promptly as practicable and make all reasonable efforts to remove Madison from its name.20. Miscellaneous(a) The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.(b) If any provision of this Agreement is invalid, illegal, or unenforceable under applicable law of mandatory application, the validity, legality, and enforceability of that provision or condition in other instances and of the remaining provisions and conditions are not in any way affected thereby. (c) Nothing contained in this Agreement will be deemed to require the Trust to take any action contrary to the Trusts Amended and Restated Agreement and Declaration of Trust or By-laws, as they may be amended and/or restated from time to time, with notice to the Sub-Adviser, or any applicable statute or regulation, or to relieve or deprive the Board of Trustees of its responsibility for and control of the conduct of the affairs of the Trust. (d) This Agreement shall be binding on, and shall inure to the benefit of the parties hereto and their respective successors.(e) This Agreement may be executed in counterparts by the parties hereto, each of which when executed is deemed to be an original and all of which together are deemed to be one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.B-14(f) This Agreement constitutes the entire understanding and agreement, and supersedes any and all other proposals, understandings, and agreements among the parties with respect to the subject matter hereof.IN WITNESS WHEREOF, the parties hereto have caused the foregoing instrument to be executed by their duly authorized officers, all as of the day and the year first above written.MADISON COVERED CALL & EQUITY STRATEGY FUNDBy: Name: Title: XA INVESTMENTS LLCBy: Name: Title: MADISON ASSET MANAGEMENT, LLCBy: Name: Title: B-15EXHIBIT COTHER FUNDS WITH SIMILAR INVESTMENT OBJECTIVESMadison. The table below provides information regarding other registered investment companies managed by Madison which have a similar investment objective as the Fund.Name of Other FundOther Funds Investment ObjectiveAdvisers Management FeeNet Assets as of December 31, 2023Has Adviser Agreed to Waive or Reduce its Management Fee under any Applicable Contract?Madison Covered Call & Equity Income FundSeeks to provide consistent total return and, secondarily, to provide a high level of income and gains from option premiums.0.85%$261,020,326NoMadison Covered Call ETFSeeks to provide consistent total return and secondarily, to produce a high level of income and gains.0.90%1$82,690,175No1 Pursuant to an investment advisory agreement between Madison and the Madison ETFs Trust, on behalf of each series thereof (each, a Series), each Series has agreed to pay an annual unitary management fee to Madison. This unitary management fee is designed to pay each Series expenses and to compensate Madison for the services it provides to each Series. Out of the unitary management fee, Madison pays substantially all expenses of each Series, including the cost of investment management services, transfer agency, custody, fund administration, legal, audit and other service and license fees. The unitary fee does not cover, and therefore, each Series pays directly, interest, taxes, brokerage commissions, acquired fund fees and expenses and other expenses connected with the execution of portfolio transactions, distribution, and service fees payable pursuant to a Rule 12b-1 plan, if any, and extraordinary expenses.XAI. XAI does not manage other registered investment companies which have a similar investment objective as the Fund.C-1THIS PAGE INTENTIONALLY LEFT BLANKEVERY VOTE IS IMPORTANTMADISON COVERED CALL & EQUITY STRATEGY FUNDPO Box 43131Providence, RI 02940-3131VOTING OPTION:VOTE ON THE INTERNETLog on to:www.proxy-direct.comor scan the QR codeFollow the on-screen instructionsavailable 24 hoursVOTE BY PHONECall 1-800-337-3503Follow the recorded instructionsavailable 24 hoursVOTE BY MAILVote, sign and date this Proxy Card and return in the postage-paid envelopePlease detach at perforation before mailing.PROXYMADISON COVERED CALL & EQUITY STRATEGY FUNDSPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 15, 2024THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES. Greg D. Hoppe and Kyle Schalow (the Proxyholders), or any of them, each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Special Meeting of shareholders of the Madison Covered Call & Equity Strategy Fund (the "Fund"), to be held on Tuesday, October 15, 2024 at 9:00 a.m., local time at the offices of Madison Asset Management, LLC, 550 Science Drive, Madison, Wisconsin 53711, and any adjournments or postponements thereof.Shares represented by this proxy card when properly executed will be voted in the manner directed herein by the shareholder, and in the discretion of such proxies, upon any and all other matters as may properly come before the Special Meeting or any adjournment or postponement thereof. If no direction is made, on a properly executed card, this proxy will be voted "FOR" the proposals. If any of the Trustee nominees for any reason are unable or unwilling to serve, the Proxyholders will vote for the election of such other person as they may consider qualified. The shareholder hereby acknowledges receipt of this Notice of Special Meeting and Proxy Statement for the Special Meeting to be held on October 15, 2024.VOTE VIA THE INTERNET: www.proxy-direct.comVOTE VIA THE TELEPHONE: 1-800-337-3503MCC__34064_062724PLEASE MARK, SIGN, AND DATE ON THE REVERSE SIDE AND RETURN THE PROXY CARD USING THE ENCLOSED ENVELOPE.xxxxxxxxxxxxxx codeEVERY SHAREHOLDERS VOTE IS IMPORTANTImportant Notice Regarding the Availability of Proxy Materials for theSpecial Meeting to Be Held on October 15, 2024.The Proxy Statement for this meeting is available at:https://www.madisonfunds.com/MCNproxyPlease detach at perforation before mailing. TO VOTE, MARK BOXES BELOW IN BLUE OR BLACK AS SHOWN IN THIS EXAMPLE: xA.Proposals. THE BOARD RECOMMENDS YOU VOTE FOR THE FOLLOWING PROPOSALS: FOR AGAINST ABSTAIN 1. To approve a new investment advisory agreement between the Fund and XA Investments, LLC. FOR AGAINST ABSTAIN2. To approve a new investment subadvisory agreement among the Fund, Madison Asset Management, LLC and XA Investments, LLC. 3. To approve the election of five trustees to the Board of Trustees. FOR WITHHOLD01. Danielle Cupps* 02. Gregory Dingens** 03. Philip Franklin** 04. Scott Craven Jones*** 05. William Meyers*** *Class I Trustee to serve until the Funds 2027 Annual Meeting of Shareholders or until her successor shall have been elected and qualified.**Class II Trustee to serve until the Funds 2025 Annual Meeting of Shareholders or until his successor shall have been elected and qualified.***Class III Trustee to serve until the Funds 2026 Annual Meeting of Shareholders or until his successor shall have been elected and qualified.B. Authorized Signatures This section must be completed for your vote to be counted. Sign and Date Below.Note: Please sign exactly as your name(s) appear(s) on this proxy card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature.Date (mm/dd/yyyy) Please print date belowSignature 1 Please keep signature within the boxSignature 2 Please keep signature within the boxScanner bar code xxxxxxxxxxxxxx MCC 34064 xxxxxxxx Position(s) Held with Fund and Length of Time Served Principal Occupation(s)During the Past Five YearsNumber of Portfolios Overseen in XAI Fund Complex, if Elected(1)Other Directorshipsheld by TrusteeWilliam Meyers(3)1966NonePresident of Riivendell Financial Group, LLC (2021-present).Formerly, Senior Advisor at XA Investments, LLC (2021-2023); Senior Managing Director (2017-2020) of Nuveen Securities, LLC and Nuveen Fund Advisors, LLC.3None Number of Portfolios Overseen in XAI Fund Complex, if Elected(1) Other Directorshipsheld by Trustee William Meyers(3)1966 None President of Riivendell Financial Group, LLC (2021-present).Formerly, Senior Advisor at XA Investments, LLC (2021-2023); Senior Managing Director (2017-2020) of Nuveen Securities, LLC and Nuveen Fund Advisors, LLC.3None None Name and Year of Birth Proposed Position(s) with the Fund Principal Occupation(s) During the Past Five Years Theodore J. Brombach1963President and Chief Executive OfficerCo-Chief Executive Officer of XAI (2016-present); Co-Founding Partner of XMS Capital Partners, LLC (2006-present). President and Chief Executive Officer Co-Chief Executive Officer of XAI (2016-present); Co-Founding Partner of XMS Capital Partners, LLC (2006-present). Kimberly Ann Flynn 1977Vice PresidentPresident, XAI (2024-present); Managing Director, XAI (2016-2024); Senior Vice President, Head of Product Development (2013-2016), Vice President (2009-2013), Assistant Vice President (2007-2009) and Associate (2004-2007), Nuveen Investments. Vice President President, XAI (2024-present); Managing Director, XAI (2016-2024); Senior Vice President, Head of Product Development (2013-2016), Vice President (2009-2013), Assistant Vice President (2007-2009) and Associate (2004-2007), Nuveen Investments. Benjamin D. McCulloch 1981Chief Legal Officer and SecretaryGeneral Counsel & Managing Director, XAI (2019-present); Chief Compliance Officer, XAI (2021-present); Associate, Drinker Biddle & Reath LLP (2015-2019); Associate Counsel, First Trust Portfolios LP (2012-2015). Chief Legal Officer and Secretary General Counsel & Managing Director, XAI (2019-present); Chief Compliance Officer, XAI (2021-present); Associate, Drinker Biddle & Reath LLP (2015-2019); Associate Counsel, First Trust Portfolios LP (2012-2015). Derek Mullins(1) 1973 Chief Financial Officer and Treasurer Managing Partner, PINE Advisor Solutions, LLC (2018-present); Chief Financial Officer and Treasurer, Destra Investment Trust (2 portfolios) (2018-present); Chief Financial Officer and Treasurer, BlueBay Destra International & Event-Driven Credit Fund (2018-present); Chief Financial Officer and Treasurer, Destra Multi-Alternative Fund (2018-present); Chief Financial Officer and Treasurer, Primark Private Equity Investments Fund (2020-present); Chief Financial Officer and Treasurer, Bow River Capital Evergreen Fund (2020-present); Chief Financial Officer and Treasurer, Forum Real Estate Income Fund (2021-present). John Yogi Spence1962Vice PresidentCo-Chief Executive Officer, XAI (2016-present); Co-Founding Partner, XMS Capital Partners, LLC (2006-present). Vice President Co-Chief Executive Officer, XAI (2016-present); Co-Founding Partner, XMS Capital Partners, LLC (2006-present). Name and Year of Birth Proposed Position(s) with the Fund Principal Occupation(s) During the Past Five Years Randi Roessler(1) 1981 Chief Compliance Officer Director, PINE Advisor Solutions, LLC (2023-present); Chief Compliance Officer, Destra Investment Trust (2 portfolios) (2023-present); Chief Compliance Officer, BlueBay Destra International & Event-Driven Credit Fund (2023-present); Chief Compliance Officer, Destra Multi-Alternative Fund (2023-present); Chief Compliance Officer, ONEFUND Trust (2023-present); Chief Compliance Officer, Boston Trust Walden Funds (10 portfolios) (2023-present); Chief Compliance Officer, IDX Funds (2 portfolios) (2023-present); Chief Compliance Officer, Davis Selected Advisers, L.P., Davis Funds, Selected Funds, the Clipper Fund Trust, the Davis Fundamental ETF Trust, and Davis Distributors, LLC (2018-2023). Name and Year of Birth Position(s) Held with Fund and Length of Time Served Principal Occupation(s)During the Past Five YearsNumber of Portfolios Overseen inMadison Fund Complex (1)Other Directorshipsheld by TrusteeIndependent TrusteesRichard E. Struthers1952Class I Trustee, since 2017; current term ends 2026Clearwater Capital Management (investment advisory firm), Naples, FL, Chair and Chief Executive Officer, 1998 Present.34Madison Funds (15 open end funds) and Ultra Series Fund (14 open end funds), 2004 Present; Madison ETFs (4 open end funds), June 2023 Present.27Name and Year of BirthPosition(s) Held with Fund and Length of Time ServedPrincipal Occupation(s)During the Past Five YearsNumber of Portfolios Overseen inMadison Fund Complex (1)Other Directorshipsheld by TrusteeScott C. Jones1962Class II Trustee, since 2021; current term ends 2027See Mr. Jones biographical information in table above under the heading New Board of Trustees Nominees.16See Mr. Jones biographical information in table above under the heading New Board of Trustees Nominees.Steven P. Riege1954Class III Trustee, since 2015; current term ends 2025Ovation Leadership (management consulting), Milwaukee, WI, Owner/President, 2001 Present.Madison Funds (15 open end funds) and Ultra Series Fund (14 open end funds), 2005 Present; Madison ETFs (4 open end funds), June 2023 PresentInterested TrusteesJill M. Friedow(2)1964Class II Trustee, since 2023; current term ends 2027Vice President, 2023 PresentMadison Investment Holdings, Inc. (MIH), Madison Investment Advisors, LLC (MIA) and Madison Asset Management, LLC (Madison), Chief Technology Officer & Director of Operations, 2019-Present; Vice President & Director of Operations, 2010 - 2019; Vice President & Operations Manager, 2003-2010; Operations Manager, 1999-2003.30Madison Funds (15 open end funds) and Ultra Series Fund (14 open end funds), 2023 Present.(1) The term Madison Fund Complex refers to (i) the Madison Funds with 15 portfolios, (ii) the Ultra Series Fund with 14 portfolios, (iii) the Madison ETFs Trust with 4 active portfolios, and (iv) the Fund.(2) Ms. Friedow is an interested person of the Fund because of her position with Madison.For the Funds last fiscal year, the Current Board met five times. Each member of the Current Board attended 100% of the board meetings and the meetings of the board committees on which the trustee served during such period. Shareholders wishing to communicate with the Current Board or individual trustees should send such correspondence to the offices of Madison, 28550 Science Drive, Madison, Wisconsin 53711, c/o MCN, Secretary. Shareholder communications will be sent directly to the applicable board member(s). The Fund currently does not have a policy with respect to board members attendance at shareholder meetings.Current Executive Officers of the FundThe following table sets forth information concerning the current executive officers of the Fund, each of whom is expected to resign following the Closing of the Transaction, as the New Board is expected to appoint executive officers from the XAI organization and/or service providers to XAI. Jill Friedow is a Vice President of the Fund, and her biographical information is provided under the heading Information about the Current Board of Trustees, above. The mailing address for each current executive officer is 550 Science Drive, Madison, Wisconsin 53711.Name and Year of BirthPosition(s) Held with FundTerm of Office and Length of Time ServedPrincipal Occupation(s) During Past Five YearsPatrick F. Ryan1979PresidentSince March 2020Madison and MIA, Head of Multi-Asset Solutions and Portfolio Manager, 2018 Present; Madison Funds and Ultra Series Fund, President, March 2020 - Present; Madison ETFs, President, June 2023 PresentSteve J. Fredricks1970Chief Compliance Officer and Assistant SecretarySince 2018Madison and MIA, Chief Legal Officer, March 2020 Present and Chief Compliance Officer, 2018 Present; Madison Funds and Ultra Series Fund, Chief Compliance Officer and Assistant Secretary, 2018 - Present; Madison ETFs, Compliance Officer and Assistant Secretary, June 2023 Present; Jackson National Asset Management, LLC, Senior Vice President and Chief Compliance Officer, 2005 2018Greg D. Hoppe1969Vice President;Chief Financial OfficerSince March 2020; Since 2019MIH and MIA, Vice President, 1999 - Present; Madison, Vice President, 2009 Present; Madison Funds and Ultra Series Fund, Chief Financial Officer, 2019 - Present; Madison ETFs, Chief Financial Officer and Treasurer, June 2023 Present29Name and Year of BirthPosition(s) Held with FundTerm of Office and Length of Time ServedPrincipal Occupation(s) During Past Five YearsKyle Schalow1995Assistant TreasurerSince July 2024Madison and MIA, Senior Accountant, 2022 - Present; Madison Funds, Ultra Series Fund and Madison ETFs Trust, Assistant Treasurer, July 2024 PresentBaker Tilly US LLP, Senior Accountant, 2018 2022Terri Wilhelm1968Secretary;Assistant SecretarySince July 2024; from 2022 - June 2024Madison and MIA, Senior Compliance Analyst, September 2022 Present; Madison Funds and Ultra Series Fund, Secretary, July 2024 - Present and Assistant Secretary 2022 June 2024; Madison ETFs, Secretary July 2024 - Present and Assistant Secretary, June 2023 July 2024;State of Wisconsin Investment Board, Senior Paralegal, 2017 2022Brandon Redwing1979Assistant Secretary andAnti-Money Laundering OfficerSince July 2024Madison and MIA, Mutual Fund Operations Manager, April 2024 - Present; Madison Funds, Ultra Series Fund and Madison ETFs Trust, Assistant Secretary and Anti-Money Laundering Officer, July 2024 Present. SS&C Technologies, Client Relationship Manager 2020 March 2024Current Board Committees, Leadership Structure and Risk Oversight Committees. The Current Board has determined that the efficient conduct of the trustees affairs makes it desirable to delegate responsibility for certain specific matters to committees of the Current Board. The committees meet as often as necessary, either in conjunction with regular meetings of the trustees or otherwise. The Current Board currently has two standing committees: the Audit Committee and the Nominating and Governance Committee.Audit Committee. The Current Board has an Audit Committee which is comprised of Richard E. Struthers (Chair), Steven P. Riege and Scott C. Jones. In addition to being independent trustees, as defined under the 1940 Act, each of these trustees also meets the additional independence requirements set forth in the NYSE Listed Company rules. The Audit Committee is charged with selecting an independent registered public accounting firm for the Fund and reviewing accounting matters with the Funds independent registered public accounting firm. The Audit Committee 30of the Current Board met four times during the last fiscal year. The Audit Committee presents the following report:The Audit Committee: (i) reviewed and discussed with management of the Fund the audited financial statements of the Fund for the fiscal year ended December 31, 2023; (ii) discussed with the Funds independent registered public accounting firm the matters required to be discussed under Public Company Accounting Oversight Board ("PCAOB") Auditing Standard No. 16, Communications with Audit Committee and all other communications required by other PCAOB Standards or Rules; and (iii) received the written disclosures and the letter from the Funds independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent accountants communications with the Audit Committee concerning the independence of the Funds independent registered public accounting firm. Based on these reviews and discussions, the Audit Committee recommended to the Current Board that the financial statements be included in the Funds Annual Report for the fiscal year ended December 31, 2023 and filed with the SEC.The Audit Committee is governed by a written charter, the most recent version of which was approved by the Current Board on May 23, 2024 (the Audit Committee Charter). In accordance with proxy rules promulgated by the SEC, the Funds Audit Committee Charter is required to be filed at least once every three years as an exhibit to the Funds proxy statement, and was last filed in 2022 as Attachment A to the Funds proxy statement. It is also available on the Funds website at www.madisonfunds.com. You may request a hard copy of the Audit Committee Charter to be mailed to you by calling the Fund toll-free at 1-800-767-0300.Nominating & Governance Committee. The Current Board has a Nominating & Governance Committee which is comprised of Steven P. Riege (Chair), Richard E. Struthers and Scott C. Jones. In addition to being independent trustees, as defined under the 1940 Act, each of these trustees also meets the additional independence requirements set forth in the NYSE Listed Company rules. The Nominating & Governance Committee of the Current Board met four times during the last fiscal year.The Nominating & Governance Committee is governed by a written charter, the most recent version of which was approved by the Current Board on February 22, 2024 (the Nominating & Governance Committee Charter). In accordance with proxy rules promulgated by the SEC, the Funds Nominating & Governance Committee Charter is required to be filed at least once every three years as an exhibit to the Funds proxy statement, and was last filed in 2022 as Attachment B to the Funds proxy statement. It is also available on the Funds website at www.madisonfunds.com. You may request a hard copy of the Nominating & Governance Committee Charter to be mailed to you by calling the Fund toll-free at 1-800-767-0300.As part of its duties, the Nominating & Governance Committee makes recommendations to the full Current Board with respect to candidates for the board. The Nominating & Governance Committee also will consider 31trustee candidates recommended by shareholders. In considering candidates submitted by shareholders, the Nominating & Governance Committee will take into consideration the needs of the board and the qualifications of the candidate. To have a candidate considered by the Nominating & Governance Committee, a shareholder must submit the recommendation in writing and must include the information required by the Procedures for Shareholders to Submit Nominee Candidates, which are set forth in Appendix A to the Nominating & Governance Committee Charter. The shareholder recommendation must be sent to the Funds Secretary, c/o Madison Asset Management, LLC, 550 Science Drive, Madison, Wisconsin 53711.Leadership Structure. The Current Board is relatively small and operates in a collegial atmosphere. Although no member is formally charged with acting as Chair, Mr. Ryan, the President of the Fund, acts as the Chairperson of board meetings. All Current Board members are expected to provide their input into establishing the boards meeting agenda. Likewise, each Current Board meeting contains a standing agenda item for any board member to raise new or additional items he or she believes is important in connection with Fund governance. The Current Board has charged Mr. Riege with acting as the lead independent trustee for purposes of communicating with Madison, the Funds Chief Compliance Officer, counsel to the independent trustees and Fund counsel on matters relating to the Current Board as a whole. The independent trustees often meet in executive session without representatives of Madison present (including meetings with counsel, the Chief Compliance Officer, and the Funds independent public accounting firm).Current Boards Role in Risk Oversight. Madison is responsible for the overall risk management of the Fund, which includes supervising its affiliated and third-party service providers and identifying and mitigating possible events that could adversely impact the Funds business, operations or performance. Risks to the Fund include investment, legal, compliance and regulatory risks, as well as the risk of operational failure or lack of business continuity. The Current Board oversees risk management of the Funds investment programs through the Audit Committee and through oversight by the Current Board itself. The Chief Compliance Officer of the Fund, who reports directly to the independent trustees, provides the Current Board with quarterly updates and a comprehensive annual report regarding the processes and controls in place to address regulatory, compliance, legal and operational risk. The Current Board exercises its oversight in conjunction with Madison, the Funds Chief Compliance Officer, Fund counsel and counsel to the independent trustees by requesting reports and presentations at regular intervals throughout the year. Additionally, the Audit Committee receives periodic reports from the Funds independent accountants. The Current Boards committee structure requires an independent trustee to serve as chair of the Nominating & Governance Committee and the Audit Committee. The Current Board receives regular written reports describing and analyzing the investment performance of the Fund. In addition, the portfolio managers of the Fund meet with the Current Board periodically to discuss portfolio performance and answer the Boards questions with respect to portfolio strategies and risks. The Current Board also receives regular written reports from the Funds Chief Financial Officer that enable the Board to monitor the number of fair valued securities in the Funds portfolio, the reasons for the fair valuation and the methodology used to arrive at the fair value. Such reports 32also include information concerning illiquid securities within the Funds portfolio. The Current Board and/or the Audit Committee may also review valuation procedures and pricing results with the Funds independent auditors in connection with the review of the results of the audit of the Funds year-end financial statements. The Current Board also receives regular compliance reports prepared by the compliance staff of Madison, and meets regularly with the Funds Chief Compliance Officer to discuss compliance issues, including compliance risks. As required under applicable rules, the independent trustees meet regularly in executive session with the Funds Chief Compliance Officer. The Current Board also adopts compliance policies and procedures for the Fund and approves such procedures as appropriate for certain of the Funds service providers. The compliance policies and procedures are specifically designed to detect and prevent violations of the federal securities laws.The Current Board recognizes that it is not possible to identify all of the risks that may affect the Fund or to develop processes and controls to eliminate or mitigate their occurrence or effects. The Current Board periodically reviews the effectiveness of its oversight of the Fund and the processes and controls in place to limit identified risks. The Current Board may, at any time and in its discretion, change the manner in which it conducts its risk oversight role.Given the small size of the Current Board, its committee structure, the openness of Current Board meetings to active input by all Current Board members, its utilization of executive sessions, the role of the lead independent trustee and the Current Boards quarterly focus on compliance and risk management, the Current Board has determined that its current leadership structure is appropriate for the protection of Fund investors.New Board Proposed Committees, Leadership Structure and Risk Oversight Committees. It is expected that the New Board will establish two standing committees, an Audit Committee and a Governance Committee. The committees are expected to meet as often as necessary, either in conjunction with regular meetings of the trustees or otherwise.Audit Committee. The Audit Committee will be generally responsible for reviewing and evaluating issues related to the accounting and financial reporting policies and internal controls of the Fund and, as appropriate, the internal controls of certain service providers, overseeing the quality and objectivity of the Funds financial statements and the audit thereof and acting as a liaison between the New Board and the Funds independent registered public accounting firm. It is expected that the Audit Committee will be composed entirely of independent trustees. The Audit Committee will be governed by a written Audit Committee Charter, which will be approved by the New Board at its first meeting. Once approved, a copy of the Audit Committee Charter will be available on the Funds website at www.xainvestments.com.Governance Committee. The Governance Committee will be responsible for recommending qualified candidates to the New Board in the event that a position is vacated or created. In considering trustee nominee candidates, the Governance Committee will take into account a wide variety of factors, including the overall diversity of the New Boards composition. It is expected that the Governance Committee will be composed entirely of 33independent trustees. It is anticipated that the Governance Committee will consider recommendations by shareholders if a vacancy were to exist. In considering candidates recommended to the Governance Committee by shareholders, the Governance Committee will take into consideration the needs of the New Board and the qualifications of the candidate. The Governance Committee may also take into consideration the number of shares held by the recommending shareholder and the length of time that such shares have been held. In order to be considered, following the Closing Date, such recommendations should be forwarded to the Secretary of the Fund, c/o XA Investments LLC, 321 North Clark Street, Suite 2430, Chicago, Illinois 60654. The Governance Committee will be governed by a written Governance Committee Charter, which will be approved by the New Board at its first meeting. Once approved, a copy of the Governance Committee Charter will be available on the Funds website at www.xainvestments.com.Leadership Structure. The primary responsibility of the New Board will be to represent the interests of the Fund and its shareholders, and to provide oversight of the management of the Fund. The New Board will be comprised of five trustees, four of whom (including the chairperson) are independent trustees and one of whom is an interested trustee. Generally, the New Board will act by majority vote of all the trustees, including a majority vote of the independent trustees if required by applicable law.It is proposed that Mr. Dingens will be appointed as the independent chairperson, who will preside at meetings of the New Board and who will be responsible for, among other things, setting the tone of New Board meetings and seeking to encourage open dialogue and independent inquiry among the New Trustees and management. The New Board will meet regularly four times each year to discuss and consider matters concerning the Fund, and also hold special meetings to address matters arising between regular meetings. Regular meetings generally will take place in-person; other meetings may take place in-person or by telephone. The New Board will establish two standing committees (as described above) and will delegate certain responsibilities to those committees, each of which will be comprised solely of independent trustees. The New Board and its committees will meet periodically throughout the year to oversee the Funds activities, review contractual arrangements with service providers, review the Funds financial statements, oversee compliance with regulatory requirements, and review performance. The independent trustees will be represented by independent legal counsel at board and committee meetings and will regularly meet outside the presence of Fund management. The New Board believes that this leadership structure, including an independent chairperson, a supermajority of independent trustees and committee membership limited to independent trustees, is appropriate in light of the characteristics and circumstances of the Fund.New Boards Role in Risk Oversight. The New Board will oversee risk directly and through the committee structure it intends to establish. As described above, the New Board expects to establish an Audit Committee and a Governance Committee to assist in its oversight functions, including its oversight of the risks of the Fund. Each committee will report its activities to the New Board on a regular basis. The New Board intends to adopt and periodically review policies, procedures and controls designed to address different types of risks, including, among others, investment risk, liquidity risk, operational risk, and valuation risk, as well as the overall business risk 34relating to the Fund. The New Board will also oversee the implementation of a variety of processes, procedures and controls by the Fund, XAI, Madison and other service providers to the Fund to address various risks. In addition, as part of the New Boards anticipated periodic review of the Funds service provider agreements, including agreements with XAI and Madison, the New Board may consider risk management aspects of the service providers operations and the functions for which they are responsible.The New Board will appoint a Chief Compliance Officer for the Fund, who will oversee the development of compliance policies and procedures of the Fund that are reasonably designed to minimize the risk of violations of the federal securities laws. The Chief Compliance Officer will report directly to the New Boards independent trustees, and will provide presentations to the New Board at its quarterly meetings and an annual report on the application of the compliance policies. The New Board will discuss relevant risks affecting the Fund with the Chief Compliance Officer at these meetings. The New Board will approve compliance policies and will review the Chief Compliance Officers reports. Further, the New Board will annually review the effectiveness of the compliance policies, as well as the appointment and compensation of the Chief Compliance Officer.The New Board will require officers of the Fund to report to the New Board on a variety of matters at regular and special meetings of the New Board and its committees, as applicable, including matters relating to risk management. The Audit Committee will also receive reports from the Funds independent registered public accounting firm on internal control and financial reporting matters. In addition, the New Board will receive reports from XAI and Madison on the investments and securities trading of the Fund. The New Board will also require XAI and Madison to report to the New Board on other matters relating to risk management on a regular and as-needed basis.Board CompensationThe following table sets forth the compensation paid to each member of the Current Board by the Fund for the Funds fiscal year ended December 31, 2023. In addition, all independent trustees are reimbursed for reasonable travel and out-of-pocket expenses incurred to attend meetings of the Current Board or its committees. The Funds interested trustees and officers receive no compensation from the Fund for performing the duties of their office. 35Trustee NameAggregate Compensationfrom FundTotal Compensation from Fund and Madison Fund Complex(1)Scott C. Jones$12,000$74,000Steven P. Riege(2)$13,000$123,000Richard E. Struthers$12,000$115,000(1) The term Madison Fund Complex refers to (i) the Madison Funds with 15 portfolios, (ii) the Ultra Series Fund with 14 portfolios, (iii) the Madison ETFs Trust with 4 active portfolios, and (iv) the Fund. (2) As lead independent trustee, Mr. Riege receives an additional $8,000 from the Madison Fund Complex, $1,000 of which is allocated to the Fund.Board Transactions with Fund AffiliatesAs of the date hereof, none of the independent trustees on the Current Board, the nominees for independent trustee on the New Board, nor their immediate family members owned beneficially or of record any securities of Madison, XAI, or any of their affiliates. In addition, during the past five years, neither the independent trustees on the Current Board, the nominees for independent trustee on the New Board, nor members of their immediate families, had a direct or indirect interest, the value of which exceeds $120,000, in Madison, XAI, or any of their affiliates. Likewise, since the beginning of the last two completed fiscal years of the Fund, neither the independent trustees on the Current Board, the nominees for independent trustee on the New Board, nor members of their immediate families had a direct or indirect interest in any transaction or series of transactions, the value of which exceeds $120,000 and to which any of the following persons was (or is to be) a party: (i) the Fund, (ii) any officer of the Fund, or (iii) Madison, XAI, or any of their affiliates. Consequences of Shareholders not approving the New BoardIf the New Board is not approved by shareholders, the Fund will abandon all three Proposals, and Madison will continue to serve as the investment adviser of the Fund and the Current Board will continue to oversee the Fund. Recommendation of the Board of TrusteesFor the reasons set forth above, the Current Board recommends that shareholders of the Fund vote FOR each New Trustee.36ADDITIONAL INFORMATIONInformation about the FundThe Fund is a closed-end management investment company organized as a Delaware statutory trust. Madison Asset Management, LLC is the investment adviser to the Fund. Madisons principal office is located at 550 Science Drive, Madison, Wisconsin 53711. In addition to investment management services, under the Existing Advisory Agreement, Madison is also responsible for managing the Funds administrative affairs under an Existing Services Agreement, and in this capacity, oversees State Street Bank and Fund Company (State Street), which currently serves as sub-administrator to the Fund. State Streets address is 801 Pennsylvania Avenue, Kansas City, Missouri 64105. The Funds current custodian is State Street, and its current transfer agent is Computershare, 150 Royall Street, Suite 101, Canton, MA 02021. The Fund does not place any brokerage transactions with any affiliates of Madison. XA Investments LLC is proposed to be the new investment adviser to the Fund as a result of the Transaction, with Madison serving as the subadviser to the Fund. XAIs principal office is located at 321 North Clark Street, Suite 2430, Chicago, Illinois 60654. Information about MadisonMadison Asset Management, LLC was founded in 1974, and is a direct, wholly-owned (100% owned) subsidiary of Madison Investment Holdings (MIH), the ultimate corporate parent of Madison. Both Madisons and MIH's principal office is located at 550 Science Drive, Madison, Wisconsin 53711. As of May 31, 2024, Madison and its affiliates managed approximately $25.7 billion in assets, including open-end mutual funds, separately managed accounts and wrap accounts. Exhibit B contains information with respect to other funds managed by Madison which have a similar investment objective as the Fund. The mailing address of principal officers and directors of MIH is 550 Science Drive, Madison, Wisconsin 53711. Information regarding the principal executive officers and directors of Madison is as follows: NameTitle/Principal OccupationSteven CarlChairman of the Board and Board Member of MIH; (Principal Executive Officer; Chief Distribution Officer)Paul LefurgeyBoard Member of MIH(Retired)Frank BurgessBoard Member of MIH(Retired)Richard EisingerBoard Member of MIH(Head of Equities, Portfolio Manager)Information about XAIXA Investments LLC was founded in 2016 by XMS Capital Partners. XAIs principal office is located at 321 North Clark Street, Suite 2430, Chicago, Illinois 60654. As of May 31, 2024, XAI and its affiliates managed $681 million in assets, including two closed-end funds. XAI also provides investment fund restructuring and consulting services focused on closed-end 37funds. Exhibit B contains information with respect to other funds managed by XAI which have a similar investment objective as the Fund. Information regarding the principal executive officers and directors of XAI is as follows:NameTitleJohn Yogi SpenceCo-Chief Executive OfficerTheodore F. BrombachCo-Chief Executive OfficerKimberly Ann FlynnPresidentBenjamin D. McCullochGeneral Counsel & Managing DirectorKevin B. DavisManaging Director & Head of SalesInformation about Independent Registered Public Accounting FirmFor the fiscal years ended December 31, 2022 and December 31, 2023, and the current fiscal year ending December 31, 2024, Deloitte & Touche LLP (D&T) has been selected as the Funds independent registered public accounting firm by the Audit Committee of the Fund to audit the accounts of the Fund. The Fund does not know of any direct or indirect financial interest of D&T in the Fund. Representatives of D&T will not be in attendance at the Meeting.Audit Fees. The aggregate fees billed to the Fund by D&T for professional services rendered for the audit of the Funds annual financial statements for the Funds fiscal years ended December 31, 2022 and December 31, 2023 were approximately $23,950 and $24,450, respectively.Audit-Related Fees. The aggregate fees billed by D&T and approved by the Audit Committee of the Fund for the Funds fiscal years ended December 31, 2022 and December 31, 2023 for assurance and related services reasonably related to the performance of the audit of the Funds annual financial statements were $0 and $0, respectively. D&T did not perform any other assurance and related services that were required to be approved by the Funds Audit Committee for such periods.Tax Fees. The aggregate fees billed by D&T and approved by the Audit Committee of the Fund for the Funds fiscal years ended December 31, 2022 and December 31, 2023 for professional services rendered for tax compliance, tax advice, and tax planning were approximately $4,652 and $4,799, respectively (such fees relate to tax services provided by D&T in connection with the review of the Funds tax returns). D&T did not perform any other tax compliance or tax planning services or render any tax advice that was required to be approved by the Funds Audit Committee for such periods.All Other Fees. Other than those services described above, D&T did not perform any other services on behalf of the Fund for the Funds fiscal years ended December 31, 2022 and December 31, 2023.Audit Committees Pre-Approval Policies and Procedures. As noted above, the Audit Committee is governed by the Audit Committee Charter, which includes Pre-Approval Policies and Procedures. The Audit Committee of the Fund has (i) pre-approved all audit and non-audit services provided by D&T to the Fund, and (ii) all non-audit services provided by D&T to Madison, or any entity controlling, controlled by, or under common control with Madison that provides ongoing services to the Fund which are related to the operations of the Fund (of which there were none), for the fiscal years ended December 3831, 2022 and December 31, 2023. None of the services described above for the Funds fiscal years ended December 31, 2022 and December 31, 2023 were approved by the Audit Committee pursuant to the pre-approval exception under Rule 2-01(c)(7)(i)(c) of Regulation S-X promulgated by the SEC.Voting InformationGeneral; Record Date. The record holders of the outstanding shares of the Fund as of the close of business on July 22, 2024 (the Record Date) are entitled to vote at the Meeting and any adjournment or postponement thereof. Each shareholder is entitled to one vote per share and a fractional vote with respect to fractional shares. Whether you expect to be personally present at the Meeting or not, we encourage you to vote by proxy. You can do this by phone or the Internet or by completing, dating, signing, and returning the accompanying proxy card using the enclosed postage prepaid envelope. By voting by proxy, your shares will be voted as you instruct. If no choice is indicated, your shares will be voted FOR each Proposal, and in the discretion of the persons named as proxies on such other matters that properly may come before the Meeting.Any shareholder giving a proxy may revoke it at any time before it is exercised at the Meeting by submitting to the Secretary of the Fund a written notice of revocation or a subsequently signed proxy card (i.e., a later-dated proxy), or by attending the Meeting and voting in person. A prior proxy can also be revoked by proxy voting again through the website or toll-free number noted on the enclosed proxy card. Proxy cards and written notices of revocation must be received by the Fund prior to the Meeting. If not so revoked, the shares represented by the proxy will be voted at the Meeting and any postponements or adjournments of the Meeting. Attendance by a shareholder at the Meeting does not by itself revoke a proxy.As of the Record Date, the Fund had 21,087,537 shares issued and outstanding.Solicitation of Proxies and Related Costs. The solicitation of proxies will occur principally by mail. In addition to solicitation by mail, certain officers and representatives of the Fund and officers and employees of Madison (who will receive no extra compensation for their services) and representatives of the Funds proxy solicitor, Computershare, may solicit proxies by telephone, the Internet, facsimile, letter, or other electronic means. If instructions are recorded by telephone, the person soliciting the proxies will use procedures designed to authenticate shareholders identities to allow shareholders to authorize the voting of their shares in accordance with their instructions, and to confirm that a shareholders instructions have been properly recorded.The expenses incurred in connection with preparing the Proxy Statement and its enclosures and all related legal and proxy solicitation expenses will be paid by Madison and/or XAI. These expenses are estimated to be approximately $250,000.Quorum. In order for a vote on any Proposal to be taken at the Meeting, there must exist a quorum of shareholders of the Fund eligible to vote on such Proposal. To have a quorum, the holders of a majority of the shares entitled to vote on each Proposal must be present in person or by proxy at the Meeting. 39For this purpose, whether a quorum exists is determined on a Proposal-by-Proposal basis.Abstentions and Broker Non-Votes. For purposes of determining the presence of a quorum for each Proposal, abstentions and broker non-votes are treated as present. Broker non-votes occur when a nominee holding shares for a beneficial owner does not vote on a Proposal because the nominee does not have discretionary voting powers with respect to that Proposal and has not received instructions from the beneficial owner. Abstentions and broker non-votes have the effect of a vote against Proposals 1 and 2, while abstentions and broker non-votes have no effect on the outcome of Proposal 3. Adjournment. It may become necessary from time to time to adjourn the Meeting in order to allow more time to solicit additional proxies, as necessary, if there are insufficient votes at the time of the Meeting to constitute a quorum or to approve any Proposal. Under the Funds governing documents, any meeting of shareholders, whether or not a quorum is present, may be adjourned from time to time by: (i) the vote of the majority of the shares represented at that meeting, either in person or by proxy; or (ii) in his or her discretion by the chairperson of the meeting. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting. Accordingly, if a quorum is not present at the Meeting with respect to any Proposal, it is expected that the holders of proxies will vote to authorize the adjournment of the Meeting with respect to such Proposal(s) in order to solicit additional proxies. Even if a quorum is present at the Meeting with respect to some or all Proposals, but there are insufficient votes to approve a Proposal, it is also expected that the holders of proxies will vote to authorize the adjournment of the Meeting to solicit additional proxies with respect to such Proposal(s). If the Meeting is adjourned, the adjourned meeting must be held not later than 180 days after the Record Date and may be held without further notice, other than an announcement at the Meeting in accordance with the Funds governing documents and as permitted under Delaware law. Votes Required to Pass the ProposalsProposal 1. In order for the New Advisory Agreement to be approved, it must be approved by the holders of a majority of the outstanding voting securities of the Fund. The term majority of the outstanding voting securities (as defined in the 1940 Act and used in this Proxy Statement) means: the affirmative vote of the lesser of (i) 67% or more of the voting securities of the Fund present at the Meeting if more than 50% of the outstanding voting securities of the Fund are present in person or by proxy, or (ii) more than 50% of the outstanding voting securities of the Fund. Proposal 2. In order for the New Subadvisory Agreement to be approved, it must be approved by the holders of a majority of the outstanding voting securities of the Fund, using the same definition of this term described above regarding Proposal 1. Proposal 3. In order for the New Trustees to be elected, the entire slate of nominees must be approved by the affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote at the Meeting. Votes withheld will have the same effect as a vote against the Proposal.Please note that if you sign, date, and return the proxy card, but do not specify a vote on each Proposal, your shares will be voted in favor of each Proposal, and in the discretion of the proxies named therein with respect to any other 40business that may properly come before the Meeting or any postponements or adjournments thereof. IMPORTANT: Each Proposal must be approved in order for the Fund to move forward with any of the Proposals. If shareholders do not approve one of the Proposals, the Fund will abandon all three Proposals, and Madison will continue to serve as the investment adviser of the Fund and the Current Board will continue to oversee the Fund. No Dissenters RightsShareholders have no rights under applicable law or the Funds Declaration of Trust or Bylaws to exercise dissenters rights of appraisal with respect to any Proposal.Summary of Certain Aspects of Delaware Control Share Acquisition StatuteThe Fund is subject to the control share acquisition statute (the Control Share Statute) contained in Subchapter III of the Delaware Statutory Trust Act (the DSTA), which became automatically applicable to listed closed-end funds, such as the Fund.The Control Share Statute provides for a series of voting power thresholds above which shares are considered control beneficial interests (referred to here as control shares). Once a threshold is reached, an acquirer has no voting rights under the DSTA with respect to shares acquired in excess of that threshold (i.e., the control shares) unless approved by shareholders of the Fund or exempted by the Board. The Control Share Statute provides procedures for an acquirer to request a shareholder meeting for the purpose of considering whether voting rights shall be accorded to control shares.The foregoing is only a summary of certain aspects of the Control Share Statute. Some uncertainty around the application under the 1940 Act of state control share statutes exists as a result of recent federal and state court decisions that have found that certain control share acquisition provisions violate the 1940 Act.Security Ownership of Management, Trustees and Principal ShareholdersAs of the Record Date, to the best of the knowledge of the Fund, no trustee or officer of the Fund beneficially owned 1% or more of the outstanding shares of the Fund, and the trustees and the officers of the Fund, as a group, beneficially owned less than 1% of the outstanding shares of the Fund. The Current Board is not aware of any arrangements, the operation of which may result in a change in control of the Fund. The following table shows the dollar range of the Funds equity securities that are beneficially owned* by each member of the Current Board and the existing officers as of the Record Date. As of the same date, the nominees for New Trustee did not hold any equity securities of the Fund. * Beneficial Ownership is determined in accordance with Section 16a-1(a)(2) of the Exchange Act.41Trustee/Officer NameDollar Range of Beneficially-Owned Securities of the FundAggregate Dollar Range of Beneficially-Owned Securities of the Madison Fund Complex(1)Scott C. JonesNoneOver $100,000Steven P. RiegeNone$10,001 - $50,000Richard E. StruthersNone$10,001 - $50,000Jill M. Friedow$0 - $10,000$50,001 - $100,000Patrick F. RyanNoneOver $100,000Steve J. FredricksNone$50,001 - $100,000Greg D. HoppeNoneOver $100,000Brandon RedwingNone$1 - $10,000Kyle SchalowNoneNoneTerri WilhelmNoneNone(1) The term Madison Fund Complex refers to (i) the Madison Funds with 15 portfolios, (ii) the Ultra Series Fund with 14 portfolios, (iii) the Madison ETFs Trust with 4 active portfolios, and (iv) the Fund.As of the Record Date, to the knowledge of the Fund, no person owned of record or owned beneficially more than 5% of the voting securities of the Fund.Section 16 Beneficial Ownership Reporting ComplianceSection 16(a) of the Exchange Act and Section 30(h) of the 1940 Act require the Funds executive officers and trustees, certain officers of the Funds investment adviser, affiliated persons of the investment adviser, and persons who beneficially own more than 10% of the Funds shares to file certain reports of ownership (Section 16 filings) with the SEC and the NYSE. Based upon the Funds review of the copies of such forms effecting the Section 16 filings received by it, the Fund believes that for Funds fiscal year ended December 31, 2023, all filings applicable to such persons were completed and filed in a timely manner.HouseholdingThe SEC has adopted rules that permit investment companies, such as the Fund, to satisfy delivery requirements for proxy statements with respect to two or more shareholders sharing the same address by delivering a single proxy statement addressed to those shareholders. This process, which is commonly referred to as householding, could result in extra convenience and cost savings for the Fund and its shareholders.If possible, depending on shareholder registration and address information, and unless you have otherwise opted out, only one copy of this Proxy Statement will be sent to shareholders at the same address. However, each shareholder will receive separate proxy cards. If you currently receive multiple copies of proxy statements or shareholder reports and would like to request to receive a single copy of documents in the future, please contact your financial services firm.42Shareholder Proposals for Subsequent MeetingsShareholder proposals intended for inclusion in the Funds proxy statement in connection with the Funds 2025 Annual Meeting of Shareholders pursuant to Rule 14a-8 under the Exchange Act, must be received by the Fund at its principal executive offices by February 12, 2025. In order for the proposals made outside of Rule 14a-8 under the Exchange Act to be considered timely within the meaning of Rule 14a-4(c) under the Exchange Act, such proposals much be received by the Fund at its principal executives offices not later than the close of business on May 3, 2025, nor earlier than the close of business on April 3, 2025. The timely submission of a proposal does not guarantee its inclusion. Whether a proposal is included in a proxy statement will be determined in accordance with applicable federal and state laws, as well as the Funds governing documents.Other Matters to Come Before the MeetingNo business other than the Proposals described in this Proxy Statement are expected to come before the Meeting, but should any other matter requiring a vote of shareholders arise, the persons named as proxies will vote thereon in their discretion according to their best judgment in the interests of the Fund and its shareholders.Dated: August 7, 2024PLEASE COMPLETE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED ENVELOPE. YOU MAY ALSO VOTE BY INTERNET OR TELEPHONE IN ACCORDANCE WITH THE INSTRUCTIONS SET FORTH ON THE ENCLOSED PROXY CARD.43EXHIBIT ANEW INVESTMENT ADVISORY AGREEMENTINVESTMENT ADVISORY AGREEMENTINVESTMENT ADVISORY AGREEMENT (the Agreement), dated as of [ ], 2024 between Madison Covered Call and Equity Strategy Fund, a Delaware statutory trust (the Trust), and XA Investments LLC, a Delaware limited liability company (the Adviser).WHEREAS, the Adviser has agreed to furnish investment management and advisory services to the Trust, a closed-end management investment company registered under the Investment Company Act of 1940, as amended (the 1940 Act);WHEREAS, the Adviser is a registered investment adviser under the Investment Advisers Act of 1940, as amended (the Advisers Act); WHEREAS, this Agreement has been approved in accordance with the provisions of the 1940 Act, and the Adviser is willing to furnish such services upon the terms and conditions herein set forth; andNOW, THEREFORE, in consideration of the mutual premises and covenants herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged, it is agreed by and between the parties hereto as follows:1. Appointment(a) The Trust hereby appoints the Adviser to act as the investment adviser to the Trust and to furnish the management and investment advisory services described herein, for the period and upon the terms herein set forth.(b) The Adviser hereby agrees, all as more fully set forth herein, to act as investment adviser to the Trust with respect to the investment of the Trusts assets and to supervise and arrange for the day-to-day operations of the Trust and the purchase of securities for and the sale of securities held in the investment portfolio of the Trust.(c) The Adviser for all purposes in this Agreement will be deemed to be an independent contractor and, unless otherwise expressly provided or authorized in this Agreement, will have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. 2. Duties and Obligations of the Adviser with Respect to Investment of Assets of the Trust. (a) Subject to the direction and control of the Trusts Board of Trustees, the Adviser shall:(i) act as investment adviser for and supervise and manage the investment and reinvestment of the Trusts assets and, in connection therewith, have complete discretion in purchasing and selling securities and other assets for the Trust and in voting, exercising consents and exercising all other rights appertaining to such securities and other A-1assets on behalf of the Trust; (ii) supervise the investment program of the Trust and the composition of its investment portfolio; and (iii) arrange, subject to the provisions of Section 5 hereof, for the purchase and sale of securities and other assets held in the investment portfolio of the Trust. (b) In performing its duties under this Section 2, the Adviser may delegate some or all of its duties and obligations under this Agreement to one or more investment sub-advisers; provided, however, that any such delegation shall be pursuant to an agreement with terms agreed upon by the Trust and approved in a manner consistent with the 1940 Act and provided, further, that no such delegation shall relieve the Adviser from its duties and obligations of management and supervision of the management of the Trusts assets pursuant to this Agreement and to applicable law.(c) The Adviser shall maintain business continuity, cybersecurity, disaster recovery and backup capabilities and facilities in keeping with industry standards and Securities and Exchange Commission (SEC) requirements through which the Adviser will be able to perform its obligations hereunder with minimal disruptions or delay. (d) To the extent prohibited by Regulation S-P, the Adviser and its affiliates will not disclose any non-public personal information, as defined in Regulation S-P, received from the Trust regarding any shareholder unless in accordance with an exception under Regulation S-P, or as otherwise may be permitted by law. The Adviser represents and warrants that, in accordance with applicable state privacy laws and Regulation S-P, it has implemented safeguards by adopting policies and procedures reasonably designed to: (i) insure the security and confidentiality of records and non-public personal information of shareholders; (ii) protect against any anticipated threats or hazards to the security or integrity of shareholder records and non-public personal information; and (iii) protect against unauthorized access to or use of such shareholder records or non-public personal information that could result in substantial harm or inconvenience to any shareholder. The Adviser shall treat confidentially all records of the Trust and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where the Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or (ii) when so requested by the Trust.(e) The Adviser acknowledges that, in compliance with the Bank Secrecy Act, as amended, the USA PATRIOT Act, and any implementing regulations thereunder (together, the AML Laws), the Trust has adopted anti-money laundering policies and procedures (the AML Policies). The Adviser agrees to comply with the Trusts AML Policies and the AML Laws, as the same may apply to the Adviser, now and in the future, and understands and agrees that the Trust may disclose information regarding the Adviser to governmental and/or regulatory or self-regulatory authorities to the extent required by applicable law or regulation and may file reports with such authorities as may be required by such law or regulation.A-2(f) The Adviser shall provide such information as may reasonably be requested by the Board under Section 15(c) of the 1940 Act in connection with its annual consideration of this Agreement.3. Duties and Obligations of the Adviser with Respect to the Management of the TrustThe Adviser shall perform the management services necessary for the operation of the Trust, including providing the Trust necessary personnel and such other services as the Adviser, subject to review by the Board of Trustees, from time to time shall determine to be necessary or useful to perform its obligations under this Agreement. The Adviser, also on behalf of the Trust, shall conduct relations with administrators, custodians, depositories, transfer agents, pricing agents, investor support service providers, investor relations providers, dividend disbursing agents, other shareholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable.4. Covenants(a) In the performance of its duties under this Agreement, the Adviser shall at all times conform to, and act in accordance with, any requirements imposed by:(i) the provisions of the 1940 Act and the Advisers Act and all applicable Rules and Regulations of the SEC; (ii) any other applicable provision of law; (iii) the provisions of this Agreement and Declaration of Trust and By-Laws of the Trust, as such documents are amended from time to time; (iv) the investment objective, policies and restrictions of the Trust as set forth in its Registration Statement on Form N-2; and (v) any policies and determinations of the Board of Trustees of the Trust.(b) The Adviser will maintain a written code of ethics (the Code of Ethics) pursuant to Rule 17j-1 under the 1940 Act, a copy of which will be provided to the Trust, and will institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Adviser will follow such Code of Ethics in performing its services under this Agreement.(c) The Adviser will maintain compliance policies and procedures adopted pursuant to Rule 206(4)-7 under the Advisers Act and Rule 38a-1 under the 1940 Act, a copy of which will be provided to the Trust, and follow such compliance policies and procedures in performing its services under this Agreement; and(d) The Adviser will cooperate with the chief compliance officer of the Trust in connection with the implementation and operation of the Trusts compliance policies and procedures adopted pursuant to Rule 38a-1 under the 1940 Act, and will prepare necessary reports and provide the Trusts chief compliance officer with access to information reasonably necessary for the Trust to comply with Rule 38a-1.A-35. Portfolio Transactions(a) In the performance of its duties under this Agreement, the Adviser will place orders either directly with the issuer or with any broker or dealer. Subject to the other provisions of this paragraph, in placing orders with brokers and dealers, the Adviser will attempt to obtain the best price and the most favorable execution of its orders, and all such brokerage placement shall be made in compliance with Section 28(e) of the Securities Exchange Act of 1934, as amended. In placing orders, the Adviser will consider the experience and skill of the firms securities traders as well as the firms financial responsibility and administrative efficiency. Consistent with this obligation, the Adviser may select brokers on the basis of the research, statistical and pricing services they provide to the Trust and other clients of the Adviser. Information and research received from such brokers will be in addition to, and not in lieu of, the services required to be performed by the Adviser hereunder. A commission paid to such brokers may be higher than that which another qualified broker would have charged for effecting the same transaction, provided that the Adviser determines in good faith that such commission is reasonable in terms either of the transaction or the overall responsibility of the Adviser to the Trust and its other clients and that the total commissions paid by the Trust will be reasonable in relation to the benefits to the Trust over the long-term. In no instance, however, will the Trusts securities be purchased from or sold to the Adviser, or any affiliated person thereof, except to the extent permitted by the SEC or by applicable law.(b) At the request of the Board of Trustees of the Trust, the Adviser will identify and provide a written description to the Board of Trustees of soft dollar arrangements that the Adviser maintains with respect to the Trust or with brokers or dealers that execute transactions for the Trust, and of research and other services provided to the Adviser by a broker or dealer (whether prepared by such broker or dealer or by a third party) as a result, in whole or in part, of the direction of Trust transactions to the broker or dealer. (c) From time to time, the Adviser or brokers or dealers affiliated with it may find themselves in a position to buy for certain of their clients (each an Account) securities which the Advisers investment advisory clients wish to sell, and to sell for certain of their clients securities which other advisory clients wish to buy. Where one of the parties is an advisory client, the Adviser or the affiliated broker or dealer cannot participate in this type of transaction (known as a cross transaction) on behalf of an advisory client and retain commissions from one or both parties to the transaction without the advisory clients consent. This is because in a situation where the Adviser is making the investment decision (as opposed to a brokerage client who makes his own investment decisions), and the Adviser or an affiliate is receiving commissions from both sides of the transaction, there is a potential conflicting division of loyalties and responsibilities on the Advisers part regarding the advisory client. The SEC has adopted a rule under the Advisers Act that permits the Adviser or its affiliates to participate on behalf of an Account in agency cross transactions if the advisory client has given written consent in advance. By execution of this Agreement, the Trust authorizes the Adviser or its affiliates to participate in agency cross transactions involving an Account. The Trust may revoke its consent at any time by written notice to the Adviser.A-46. ConfidentialityEach of the Trust and the Adviser acknowledge and agree that pursuant to this Agreement, either party may have access to the other partys confidential and proprietary information and materials concerning or pertaining to the others business. Each party will receive and hold such information in the strictest confidence, and acknowledge, represent, and warrant that it will use its best efforts to protect the confidentiality of this information. Each party agrees that, without the prior written consent of the other party, which approval shall not be unreasonably withheld, they will not use, copy, or divulge to third parties or otherwise use, except in accordance with the terms of this Agreement, any information obtained from or through the other party in connection with this Agreement; provided, however, this covenant shall not apply to information (i) which is in the public domain now or when it becomes in the public domain in the future, other than by reason of a breach of this Agreement, (ii) which has come to either party from a lawful source not bound to maintain the confidentiality of such information, other than from the other party or an affiliate or representative of that party, (iii) disclosures which are required by law, regulatory authority, regulation or legal process or are made to any regulatory agency in the normal course of an examination, audit or investigation involving such party, or (iv) disclosure as reasonably necessary in the course of business to third parties subject to a duty to maintain the confidentiality of the information.7. Services Not Exclusive(a) Nothing in this Agreement shall prevent the Adviser or any officer, employee or other affiliate thereof from acting as investment adviser for any other person, firm or corporation, or from engaging in any other lawful activity, and shall not in any way limit or restrict the Adviser or any of its officers, employees or agents from buying, selling or trading any securities for its or their own accounts or for the accounts of others for whom it or they may be acting; provided, however, that the Adviser will undertake no activities which, in its judgment, will adversely affect the performance of its obligations under this Agreement.(b) The Adviser may manage other investment accounts and funds, including those with investment objectives similar to the Trust. Securities considered as investments for the Trust may also be appropriate for other investment accounts and funds that may be managed by the Adviser. Subject to applicable laws and regulations, the Adviser will attempt to allocate equitably portfolio transactions among the portfolios of its other investment accounts and funds purchasing securities whenever decisions are made to purchase or sell securities by the Trust and one or more of such other accounts or funds simultaneously. In making such allocations, the main factors to be considered by the Adviser will be the respective investment objectives of the Trust and such other accounts and funds, the relative size of portfolio holdings of the same or comparable securities, the availability of cash for investment by the Trust and such other accounts and funds, the size of investment commitments generally held by the Trust and such accounts and funds, and the opinions of the persons responsible for recommending investments to the Trust and such other accounts and funds. 8. Books and Records(a) The Adviser undertakes and agrees to maintain or cause others to maintain, in the form and for the period required by Rule 31a-2 A-5under the 1940 Act, all records relating to the Trusts investments that are required to be maintained by the Trust pursuant to the 1940 Act with respect to the Advisers responsibilities under this Agreement for the Trust, and which are not otherwise maintained by the administrator, fund accounting agent, custodian or other service providers to the Trust.(b) In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Adviser hereby agrees that all records which it maintains for the Trust are the property of the Trust and further agrees to surrender promptly to the Trust any such records upon the Trusts request. 9. CustodyNothing in this Agreement will require the Adviser to take or receive physical possession of cash, securities, or other investments of the Trust. 10. Expenses(a) During the term of this Agreement, the Adviser will bear all costs and expenses of its employees and any overhead incurred in connection with its duties hereunder, except as provided pursuant to paragraph (c) of this Section 10, and shall bear the costs of any salaries or trustees fees of any officers or trustees of the Trust who are affiliated persons (as defined in the 1940 Act) of the Adviser.(b) The Trust will bear all other costs, fees and expenses of its operations and transactions, including those relating to: (1) organization; (2) calculation of the Trusts net asset value (including the cost and expenses of any independent valuation firm, agent or other provider); (3) expenses payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for the Trust and in monitoring the Trusts investments; (4) interest payable on indebtedness and dividends and distributions on preferred shares, as applicable, if any, incurred to finance the Trusts investments; (5) offerings of the Trusts common shares and other securities (including, all fees, costs and expenses related thereto); (6) fees payable to third parties, including agents, legal counsel, consultants or other advisors, relating to, or associated with, evaluating and making investments; (7) administrator, transfer agent and custodian fees; (8) federal and state registration fees; (9) all costs of registration and listing the Trusts shares on any securities exchange; (10) federal, state and local taxes; (11) independent trustees fees and expenses; (12) costs of preparing and filing reports or other documents required by governmental bodies (including the SEC), including printing costs; (13) costs of any reports, proxy statements or other notices to shareholders, including printing costs; (14) insurance premiums for fidelity bond and other insurance coverage, including the Trusts allocable portion of the fidelity bond, trustees and officers errors and omissions liability insurance, including independent trustees liability insurance, and any other insurance premium; (15) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; (16) brokerage commissions, assignment fees and other costs in connection with the purchase, holding or sale of securities and other investment instruments (including, without limitation, security settlement costs); (17) expenses incidental to holding meetings of the Trusts shareholders, including proxy solicitations therefor; provided, however, that the Trust will not bear such expenses with respect to any meeting of the Trusts shareholders held for the purpose of seeking shareholder approval of a new investment advisory agreement in connection A-6with a change of control of the Adviser; (18) unusual, non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust is a party and legal obligations that the Trust may have to indemnify the Trusts directors, officers and/or employees or agents with respect to these actions, suits or proceedings; and (19) all other expenses incurred by the Trust in connection with administering the Trusts business.(c) The Trust may, if and to the extent approved by the Board of Trustees, including a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, from time to time reimburse the Adviser for certain costs and expenses incurred by the Adviser in connection with the management of the Trusts assets, which may include the Trusts allocable share of portfolio management and trading software costs, research expenses (including modeling and analytic software costs), diligence expenses and out-of-pocket travel costs incurred in connection with the management of the Trusts assets. For the avoidance of doubt, in no event shall expenses associated with the general overhead of the Adviser be reimbursed by the Trust.11. Compensation of the Adviser(a) The Trust agrees to pay to the Adviser and the Adviser agrees to accept as full compensation for all services rendered by the Adviser as such, a monthly fee in arrears at an annual rate equal to 0.80% of the Trusts average daily value of the Trusts Managed Assets. For any period less than a month during which this Agreement is in effect, the fee shall be prorated according to the proportion which such period bears to a full month of 28, 29, 30 or 31 days, as the case may be. (b) Managed Assets means the total assets of the Trust, including the assets attributable to the proceeds from financial leverage (including through the issuance of preferred shares or the issuance of senior securities representing indebtedness), minus liabilities, other than liabilities related to any financial leverage. (c) For purposes of this Agreement, the total assets of the Trust shall be calculated pursuant to the procedures adopted by resolutions of the Trustees of the Trust for calculating the value of the Trusts assets.(d) The Adviser may elect from time to time, in its sole discretion, to waive its right to reimbursement or its receipt of the advisory fee.12. Representations and Warranties(a) The Trust represents and covenants to the Adviser as follows:(i) The Trust is duly organized and validly existing under the laws of the State of Delaware with the power to own and possess its assets.(ii) The execution, delivery and performance by the Trust of this Agreement are within the Trusts powers and have been duly authorized by all necessary actions of the Board of Trustees, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or A-7regulation, (ii) the Trusts governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instruments binding upon the Trust.(iii) The Trust is, or will be prior to commencing operations, registered as a closed-end management investment company under the 1940 Act and the Trusts shares are, or will be prior to commencing operations, registered under the Securities Act of 1933, as amended, and under any applicable state securities laws, or exempt from such registration.(b) The Adviser represents and covenants to the Trust as follows:(i) The Adviser is duly organized and validly existing under the laws of the State of Delaware.(ii) The execution, delivery and performance by the Adviser of this Agreement are within the Advisers powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance of this Agreement by the parties to this Agreement, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Advisers governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instruments binding upon the Adviser.(iii) The Adviser is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement.13. Limitation on LiabilityThe Adviser will not be liable for any error of judgment or mistake of law or for any loss suffered by Adviser or by the Trust in connection with the performance of this Agreement, except a loss resulting from a breach of a fiduciary duty with respect to the receipt of compensation for services or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder).14. IndemnificationThe Trust shall indemnify, defend and protect the Adviser, its members and their respective officers, managers, partners, agents, employees, controlling persons, members and any other person affiliated with any of them (collectively, the Indemnified Parties) (each of whom shall be deemed a third party beneficiary hereof) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, A-8investigation or other proceeding (including an action or suit by or in the right of the Trust or its security holders) arising out of or otherwise based upon the performance of any of the Advisers duties or obligations under this Agreement or otherwise as an investment adviser of the Trust. Notwithstanding the foregoing provisions of this Section 12 to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Trust or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of any Indemnified Partys duties or by reason of the reckless disregard of the Advisers duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder).15. Duration and Termination(a) This Agreement shall become effective as of the date hereof and, unless sooner terminated with respect to the Trust as provided herein, shall continue in effect for a period of two years. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Trust for successive periods of 12 months, provided such continuance is specifically approved at least annually by both:(i) the vote of a majority of the Trusts Board of Trustees or the vote of a majority of the outstanding voting securities of the Trust at the time outstanding and entitled to vote, and (ii) the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. (b) Notwithstanding the foregoing, this Agreement may be terminated by the Trust at any time, without the payment of any penalty, upon giving the Adviser 60 days notice (which notice may be waived by the Adviser), provided that such termination by the Trust shall be directed or approved by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Trust at the time outstanding and entitled to vote, or by the Adviser on 60 days written notice to the Trust (which notice may be waived by the Trust). (c) This Agreement will immediately terminate in the event of its assignment. (d) As used in this Agreement, the terms majority of the outstanding voting securities, interested person and assignment shall have the same meanings of such terms in the 1940 Act.(e) The terms of Sections 6, 8, 13 and 14, 18, 19 and 20 of this Agreement shall survive the termination of this Agreement.16. NoticesAny notice under this Agreement shall be in writing to the other party at such address as the other party may designate from time to time for the receipt of such notice and shall be deemed to be received on the earlier of the date actually received or on the fourth day after the postmark if such notice is A-9mailed first class postage prepaid.17. Amendment of this AgreementNo provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. Any amendment of this Agreement shall be subject to the 1940 Act.18. Governing LawThis Agreement shall be governed by and construed in accordance with the laws of the State of Delaware for contracts to be performed entirely therein without reference to choice of law principles thereof and in accordance with the applicable provisions of the 1940 Act.19. Use of the NameThe Adviser has consented to the use by the Trust of the name or identifying word XA, XAI or XA Investments in the name of the Trust. Such consent is conditioned upon the employment of the Adviser as the investment adviser to the Trust. The name or identifying word XA, XAI or XA Investments may be used from time to time in other connections and for other purposes by the Adviser and any of its affiliates. The Adviser may require the Trust to cease using XA, XAI or XA Investments in the name of the Trust, if the Trust ceases to employ, for any reason, the Adviser, any successor thereto or any affiliate thereof as investment adviser of the Trust. If so required by the Adviser, the Trust will cease using XA, XAI or XA Investments in its name as promptly as practicable and make all reasonable efforts to remove XA, XAI or XA Investments from its name.20. Miscellaneous(a) The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.(b) If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. (c) Nothing contained in this Agreement will be deemed to require the Trust to take any action contrary to the Trusts Amended and Restated Agreement and Declaration of Trust or By-laws, as they may be amended and/or restated from time to time, or any applicable statute or regulation, or to relieve or deprive the Board of Trustees of its responsibility for and control of the conduct of the affairs of the Trust. (d) This Agreement shall be binding on, and shall inure to the benefit of the parties hereto and their respective successors.(e) This Agreement may be executed in counterparts by the parties hereto, each of which shall constitute an original counterpart, and all of which, together, shall constitute one Agreement. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.A-10(f) This Agreement constitutes the entire understanding and agreement, and supersedes any and all other proposals, understandings, and agreements among the parties with respect to the subject matter hereof.IN WITNESS WHEREOF, the parties hereto have caused the foregoing instrument to be executed by their duly authorized officers, all as of the day and the year first above written.MADISON COVERED CALL & EQUITY STRATEGY FUNDBy: Name: Title: XA INVESTMENTS LLCBy: Name: Title: A-11EXHIBIT BNEW SUBADVISORY AGREEMENTINVESTMENT SUBADVISORY AGREEMENTINVESTMENT SUB-ADVISORY AGREEMENT (the Agreement), dated as of [ ], 2024 (the Effective Date) among Madison Covered Call and Equity Strategy Fund, a Delaware statutory trust (the Trust), XA Investments LLC, a Delaware limited liability company (the Adviser), and Madison Asset Management, LLC a Wisconsin limited liability company (the Sub-Adviser).WHEREAS, the Adviser has agreed to furnish investment management and advisory services to the Trust, a closed-end management investment company registered under the Investment Company Act of 1940, as amended (the 1940 Act);WHEREAS, the investment advisory agreement between the Adviser and the Trust dated as of [ ] (such agreement or the most recent successor agreement between such parties relating to advisory services to the Trust is referred to herein as the Investment Advisory Agreement) contemplates that the Adviser may sub-contract investment advisory services with respect to the Trust to a sub-adviser(s) pursuant to a sub-advisory agreement(s) agreeable to the Trust and approved in accordance with the provisions of the 1940 Act;WHEREAS, the Adviser wishes to retain the Sub-Adviser to provide certain sub-advisory services; WHEREAS, the Sub-Adviser is a registered investment adviser under the Investment Advisers Act of 1940, as amended (the Advisers Act); andWHEREAS, this Agreement has been approved in accordance with the provisions of the 1940 Act, and the Sub-Adviser is willing to furnish such services upon the terms and conditions herein set forth;NOW, THEREFORE, in consideration of the mutual premises and covenants herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged, it is agreed by and between the parties hereto as follows:1. Appointment(a) The Adviser hereby appoints the Sub-Adviser to act as the investment sub-adviser to the Trust and to furnish the services described herein, for the period and upon the terms herein set forth.(b) The Sub-Adviser hereby agrees, all as more fully set forth herein, to act as investment sub-adviser to the Trust and to furnish the services described below with respect to the investment of the Trusts assets and the purchase of securities for and the sale of securities held in the investment portfolio of the Trust.(c) The Sub-Adviser for all purposes in this Agreement will be deemed to be an independent contractor and, unless otherwise expressly provided or authorized in this Agreement, will have no authority to act for or represent the Adviser or the Trust in any way B-1or otherwise be deemed an agent of the Adviser or the Trust. 2. Duties and Obligations of the Sub-Adviser with Respect to Investment of Assets of the Trust(a) Subject to the oversight and supervision of the Adviser and direction and control of the Trusts Board of Trustees, the Sub-Adviser will act as sub-adviser for the Trust and perform one or more of the following services at the request of the Adviser in connection with the investment and reinvestment of the Trusts assets: (i) managing the investment and reinvestment of the assets of the Trust in accordance with the investment policies and guidelines of the Trust;(ii) subject to the provisions of Section 4 hereof, purchasing and selling securities and other assets for the Trust and placing orders for purchases and sales of assets of the Trust; (iii) providing investment research and credit analysis concerning the assets of the Trust; (iv) monitoring on a daily basis the investment activities and portfolio holdings relating to the Trust;(v) voting proxies relating to the Trusts portfolio securities in accordance with the proxy voting policies and procedures of the Sub-Adviser; and(vi) settlement of transactions and completing corporate actions. (b) At the request of the Adviser, the Sub-Adviser will also, subject to the oversight and supervision of the Adviser and the direction and control of the Trusts Board of Trustees, consult with the Adviser as to the overall management of the assets of the Trust and the investment policies and practices of the Trust, including (but not limited to) the use by the Trust of financial leverage and matters relating to such financial leverage (e.g., form, amount and costs) and the utilization by the Trust of any interest rate or other hedging or risk management transactions in connection therewith. (c) In addition, the Sub-Adviser will keep the Trust and the Adviser informed of developments relating to the Sub-Adviser or the Trusts investments materially affecting the Trust and shall, upon request, furnish to the Adviser and the Trust all information relevant to such developments. (d) The Sub-Adviser will periodically communicate to the Adviser or other service providers of the Trust, at such times as the Adviser may request, information concerning the purchase and sale of securities for the Trust and such other information as the Adviser may reasonably require for purposes of fulfilling its obligations to the Trust under the Investment Advisory Agreement.(e) In addition to the investment policies and guidelines of the Trust, the Adviser may from time to time communicate to the Sub-Adviser instructions (the Instructions) in writing that limit or supplement the investment policies and guidelines and are subject to approval by the Sub-B-2Adviser, which approval shall not be unreasonably withheld. Neither the investment policies and guidelines nor the Instructions shall require the Sub-Adviser to obtain capabilities or resources beyond those it possesses as of the Effective Date. The Adviser shall promptly notify the Sub-Adviser, in writing, of any change in the investment policies and guidelines that is made for any reason, including but not limited to a change by the Adviser, the Trust or in any applicable law or regulation. The Adviser acknowledges that the Sub-Adviser may be required to terminate delivery of certain data or services used in managing the Trust in the event the Sub-Adviser is no longer able to obtain such data or services.(f) The Sub-Adviser shall maintain business continuity, cybersecurity, disaster recovery and backup capabilities and facilities in keeping with industry standards and Securities and Exchange Commission (SEC) requirements through which the Sub-Adviser will be able to perform its obligations hereunder with minimal disruptions or delay. (g) To the extent prohibited by Regulation S-P, the Sub-Adviser and its affiliates will not disclose any non-public personal information, as defined in Regulation S-P, received from the Trust regarding any shareholder unless in accordance with an exception under Regulation S-P, or as otherwise may be permitted by law. The Sub-Adviser represents and warrants that, in accordance with applicable state privacy laws and Regulation S-P, it has implemented safeguards by adopting policies and procedures reasonably designed to: (i) insure the security and confidentiality of records and non-public personal information of shareholders; (ii) protect against any anticipated threats or hazards to the security or integrity of shareholder records and non-public personal information; and (iii) protect against unauthorized access to or use of such shareholder records or non-public personal information that could result in substantial harm or inconvenience to any shareholder. The Sub-Adviser shall treat confidentially all records of the Trust and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where the Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or (ii) when so requested by the Trust.(h) The Sub-Adviser acknowledges that, in compliance with the Bank Secrecy Act, as amended, the USA PATRIOT Act, and any implementing regulations thereunder (together, the AML Laws), the Trust has adopted anti-money laundering policies and procedures (the AML Policies). The Sub-Adviser agrees to comply with the Trusts AML Policies and the AML Laws, as the same may apply to the Sub-Adviser, now and in the future, and understands and agrees that the Trust may disclose information regarding the Sub-Adviser to governmental and/or regulatory or self-regulatory authorities to the extent required by applicable law or regulation and may file reports with such authorities as may be required by such law or regulation.(i) The Sub-Adviser shall provide such information as may reasonably be requested by the Adviser and/or the Board of Trustees under Section 15(c) of the 1940 Act in connection with its annual consideration of this Agreement.B-3(i) Nothing in this Agreement is deemed to impose on the Sub-Adviser responsibility for the preparation of the Trusts financial statements or the Trusts other financial and regulatory filing and reporting obligations, provided that the Sub-Adviser shall provide sub-certifications in the form reasonably requested by the Trust relating to the Sub-Advisers services under this Agreement to assist the Trust in complying with the provisions of the Sarbanes-Oxley Act of 2002.3. Covenants(a) In the performance of its duties under this Agreement, the Sub-Adviser shall at all times conform to, and act in accordance with, any requirements imposed by:(i) the provisions of the 1940 Act and the Advisers Act and all applicable Rules and Regulations of the SEC; (ii) any other applicable provision of law; (iii) the provisions of this Agreement and Declaration of Trust and By-Laws of the Trust, as such documents are amended from time to time; (iv) the investment objective, policies and restrictions of the Trust as set forth in its Registration Statement on Form N-2 and as supplemented from time to time by the Trusts shareholder reports and other SEC filings; and (v) any policies and determinations of the Board of Trustees of the Trust.(b) The Sub-Adviser will not consult with any other sub-adviser of the Trust or any other sub-adviser to a fund under common control with the Trust concerning transactions of the Trust in securities or other assets.(c) The Sub-Adviser will maintain a written code of ethics (the Code of Ethics) pursuant to Rule 17j-1 under the 1940 Act, a copy of which will be provided to the Trust and the Adviser, and will institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Sub-Adviser will follow such Code of Ethics in performing its services under this Agreement.(d) The Sub-Adviser will maintain compliance policies and procedures adopted pursuant to Rule 206(4)-7 under the Advisers Act and Rule 38a-1 under the 1940 Act, a copy of which will be provided to the Trust and the Adviser, and follow such compliance policies and procedures in performing its services under this Agreement; and(e) The Sub-Adviser will cooperate with the chief compliance officer of the Trust in connection with the implementation and operation of the Trusts compliance policies and procedures adopted pursuant to Rule 38a-1 under the 1940 Act, and will prepare necessary reports and provide the Trusts chief compliance officer with access to information reasonably necessary for the Trust to comply with Rule 38a-1.4. Portfolio Transactions(a) In the performance of its duties under this Agreement, the Sub-Adviser will place orders either directly with the issuer or with any broker B-4or dealer. Subject to the other provisions of this paragraph, in placing orders with brokers and dealers, the Sub-Adviser will attempt to obtain the best price and the most favorable execution of its orders, and all such brokerage placement shall be made in compliance with Section 28(e) of the Securities Exchange Act of 1934, as amended. In placing orders, the Sub-Adviser will consider the experience and skill of the firms securities traders as well as the firms financial responsibility and administrative efficiency. Consistent with this obligation, the Sub-Adviser may select brokers on the basis of the research, statistical and pricing services they provide to the Trust and other clients of the Sub-Adviser. Information and research received from such brokers will be in addition to, and not in lieu of, the services required to be performed by the Sub-Adviser hereunder. A commission paid to such brokers may be higher than that which another qualified broker would have charged for effecting the same transaction, provided that the Sub-Adviser determines in good faith that such commission is reasonable in terms either of the transaction or the overall responsibility of the Sub-Adviser to the Trust and its other clients and that the total commissions paid by the Trust will be reasonable in relation to the benefits to the Trust over the long-term. In no instance, however, will the Trusts securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except to the extent permitted by the SEC or by applicable law.(b) At the request of the Adviser or the Trust, the Sub-Adviser will identify and provide a written description to the Adviser and the Board of Trustees of the Trust of soft dollar arrangements that the Sub-Adviser maintains with respect to the Trust or with brokers or dealers that execute transactions for the Trust, and of research and other services provided to the Sub-Adviser by a broker or dealer (whether prepared by such broker or dealer or by a third party) as a result, in whole or in part, of the direction of Trust transactions to the broker or dealer. (c) From time to time, the Sub-Adviser or brokers or dealers affiliated with it may find themselves in a position to buy for certain of their clients (each an Account) securities which the Sub-Advisers investment advisory clients wish to sell, and to sell for certain of their clients securities which advisory clients wish to buy. Where one of the parties is an advisory client, the Sub-Adviser or the affiliated broker or dealer cannot participate in this type of transaction (known as a cross transaction) on behalf of an advisory client and retain commissions from one or both parties to the transaction without the advisory clients consent. This is because in a situation where the Sub-Adviser is making the investment decision (as opposed to a brokerage client who makes his own investment decisions), and the Sub-Adviser or an affiliate is receiving commissions from both sides of the transaction, there is a potential conflicting division of loyalties and responsibilities on the Sub-Advisers part regarding the advisory client. However, the SEC has adopted a rule under the Advisers Act that permits the Sub-Adviser or its affiliates to participate on behalf of an Account in agency cross transactions if the advisory client has given written consent in advance. Therefore, by execution of this Agreement, the Trust authorizes the Sub-Adviser or its affiliates to participate in agency cross transactions involving an Account. The Trust may revoke its consent at any time by written notice to the Sub-Adviser.5. ConfidentialityEach of the Trust, the Adviser and the Sub-Adviser acknowledge and agree that in satisfying its respective obligations under and performing B-5services in connection with this Agreement, any party may have access to another partys confidential and proprietary information and materials concerning or pertaining to the others business (confidential information). Each party will receive and hold such information in the strictest confidence, and acknowledge, represent, and warrant that it will use its best efforts to protect the confidentiality of this information to the same degree of care as it would its own confidential information. Each party agrees that, without the prior written consent of the other party, which approval shall not be unreasonably withheld, such party will not use, copy, or divulge to third parties or otherwise use, except in accordance with the terms of this Agreement, any confidential information of another party without the prior written consent of such other party; provided, however, this covenant shall not apply to (i) information which is in the public domain now or when it becomes in the public domain in the future, other than by reason of a breach of this Agreement, (ii) information which has come to a party from a lawful source not bound to maintain the confidentiality of such information, other than from any other party or an affiliate or representative of that party, (iii) information which is independently developed without the use of confidential information, (iv) disclosures which are required by law, regulatory authority, regulation or legal process or are made to any regulatory agency in the normal course of an examination, audit or investigation involving such party, or (v) disclosure as reasonably necessary in the course of business to third parties subject to a duty to maintain the confidentiality of the information. Notwithstanding the foregoing, the Sub-Adviser may disclose information it receives from or on behalf of the Trust or the Adviser to officers and employees of the Sub-Adviser or any of its affiliates in the course of providing the services under this Agreement and the Sub-Adviser may disclose the Trusts TIN information to third parties as required to perform the Sub-Advisers services under this Agreement. 6. Services Not Exclusive(a) Nothing in this Agreement shall prevent the Sub-Adviser or any officer, employee or other affiliate thereof from acting as investment adviser for any other person, firm or corporation, or from engaging in any other lawful activity, and shall not in any way limit or restrict the Sub-Adviser or any of its officers, employees or agents from buying, selling or trading any securities for its or their own accounts or for the accounts of others for whom it or they may be acting; provided, however, that the Sub-Adviser will undertake no activities which, in its judgment, will adversely affect the performance of its obligations under this Agreement.(b) The Sub Adviser currently manages, and may in the future manage, other investment accounts and funds, including those with investment objectives similar to the Trust. Securities considered as investments for the Trust may also be appropriate for other investment accounts and funds that may be managed by the Sub-Adviser. Subject to applicable laws and regulations, the Sub-Adviser will attempt to allocate equitably portfolio transactions among the portfolios of its other investment accounts and funds purchasing securities whenever decisions are made to purchase or sell securities by the Trust and one or more of such other accounts or funds over time. In making such allocations, the main factors to be considered by the Sub-Adviser will be the respective investment objectives of the Trust and such other accounts and funds, the relative size of portfolio holdings of the same or comparable securities, the availability of cash for investment by the Trust and such other accounts and funds, the size of investment commitments generally B-6held by the Trust and such accounts and funds, and the opinions of the persons responsible for recommending investments to the Trust and such other accounts and funds. 7. Books and Records(a) The Sub-Adviser undertakes and agrees to maintain or cause others to maintain, in the form and for the period required by Rule 31a-2 under the 1940 Act, all records relating to the Trusts investments that are required to be maintained by the Trust pursuant to the 1940 Act with respect to the Sub-Advisers responsibilities under this Agreement for the Trust, and which are not otherwise maintained by the administrator, fund accounting agent, custodian or other service providers to the Trust.(b) In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which it maintains for the Trust are the property of the Trust and further agrees to surrender promptly to the Trust any such records upon the Trusts request, except for any software or other intellectual property that is proprietary to, or owned or licensed by, the Sub-Adviser or any of its affiliates, which shall remain the property of the Sub-Adviser. Notwithstanding the foregoing, the Sub-Adviser shall retain those original records or copies of records in order to comply with the Advisers Act record keeping requirement, applicable law and its own internal policies.(c) Each of the Adviser and the Trust shall own, have custody of and maintain its general corporate accounts and records. At reasonable times and upon reasonable notice, the Trust shall provide the Sub-Adviser with access to all books, records, accounts, facilities, and personnel necessary or appropriate for the performance of the Sub-Advisers obligations under this Agreement. 8. CustodyNothing in this Agreement will require the Sub-Adviser to take or receive physical possession of cash, securities, or other investments of the Trust. The Trust shall select, engage and maintain at the Trusts expense one or more custodians meeting the requirements of Section 17(f) of the 1940 Act and the rules, regulations and interpretations thereunder (each a Custodian) to serve as Custodian(s) of the Trust assets. The Adviser shall provide the Sub-Adviser, in writing, the identity of each Custodian, any change in a Custodian and all other information regarding the Custodian(s) required for the Sub-Adviser to carry out its duties under this Agreement. The Adviser shall notify each Custodian of the appointment of the Sub-Adviser and of the authority of the Sub-Adviser to effect investments with respect to the Trust assets. All transactions authorized by this Agreement are made by payment to or delivery by the Custodian(s). The Sub-Adviser shall have no rights or responsibilities, including to direct payment or move cash or assets of the Trust, that would be defined as taking custody under the Advisers Act. In connection with the Trusts custody agreement(s), the Adviser and the Trust will ensure that no such rights are given to the Sub-Adviser. The Trust and the Adviser will ensure that the Sub-Adviser may use the Depositary Trust Companys Institutional Delivery System for trade confirmation and settlement. B-79. Expenses(a) During the term of this Agreement, the Sub-Adviser will bear all costs and expenses of its employees and any overhead incurred in connection with its duties hereunder, except as provided pursuant to paragraph (d) of this Section 9, and shall bear the costs of any salaries or trustees fees of any officers or trustees of the Trust who are affiliated persons (as defined in the 1940 Act) of the Sub-Adviser.(b) The Sub-Adviser shall not be responsible for any expenses of the Adviser or the Trust not specifically set forth in this Section 9 or otherwise in any written agreement between the Sub-Adviser and the Trust or the Adviser, as the case may be.(c) The Trust will bear all other costs, fees and expenses of its operations and transactions, including those relating to: (1) organization; (2) calculation of the Trusts net asset value (including the cost and expenses of any independent valuation firm, agent or other provider); (3) expenses payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for the Trust and in monitoring the Trusts investments; (4) interest payable on indebtedness and dividends and distributions on preferred shares, as applicable, if any, incurred to finance the Trusts investments; (5) offerings of the Trusts common shares and other securities (including, all fees, costs and expenses related thereto); (6) fees payable to third parties, including agents, legal counsel, consultants or other advisors, relating to, or associated with, evaluating and making investments; (7) administrator, transfer agent and custodian fees; (8) federal and state registration fees; (9) all costs of registration and listing the Trusts shares on any securities exchange; (10) federal, state and local taxes; (11) independent trustees fees and expenses; (12) costs of preparing and filing reports or other documents required by governmental bodies (including the SEC), including printing costs; (13) costs of any reports, proxy statements or other notices to shareholders, including printing costs; (14) insurance premiums for fidelity bond and other insurance coverage, including the Trusts allocable portion of the fidelity bond, trustees and officers errors and omissions liability insurance, including independent trustees liability insurance, and any other insurance premium; (15) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; (16) brokerage commissions, assignment fees and other costs in connection with the purchase, holding or sale of securities and other investment instruments (including, without limitation, security settlement costs; (17) expenses incidental to holding meetings of the Trusts shareholders, including proxy solicitations therefor; provided, however, that the Trust will not bear such expenses with respect to any meeting of the Trusts shareholders held for the purpose of seeking approval of a new investment sub-advisory agreement in connection with a change of control of the Sub-Adviser; (18) unusual, non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust is a party and legal obligations that the Trust may have to indemnify the Trusts directors, officers and/or employees or agents with respect to these actions, suits or proceedings; and (19) all other expenses incurred by the Trust in connection with administering the Trusts business.B-810. Compensation of the Sub-Adviser(a) The Trust agrees to pay to the Sub-Adviser, and the Sub-Adviser agrees to accept as full compensation for all services rendered by the Sub-Adviser under this Agreement, a monthly fee in arrears in an amount equal to the specified percentage of the advisory fee payable to the Adviser from the Trust (the Sub-Advisory Fee):Average Daily Managed AssetsSub-Adviser Percentage of Management Fees / (Fee Rate)Type of Fee SplitFirst $175 million55% / (0.44%)AbsoluteGreater than $175 million and up to $25050% / (0.40%)BlendedOver $250 million*50% / (0.40%)Absolute* If the Trusts Daily Managed Assets exceed $250 million for a period of more than 10 consecutive trading days, the Trusts management fee split will be reset to 50% to the Sub-Adviser and 50% to the Adviser on an Absolute Fee Split basis.(b) For any period less than a month during which this Agreement is in effect, the fee shall be prorated according to the proportion which such period bears to a full month of 28, 29, 30 or 31 days, as the case may be.(c) Blended Fee Split means the total sub-advisory fees paid to the Sub-Adviser will be a result of different sub-advisory fee rates assessed to different asset levels. By way of example, in a theoretical scenario in which the Trust has Managed Assets of $200 million, the resulting Sub-Advisory Fees for the Sub-Adviser will be equal to (0.44% x $175 million) + (0.40% x $25 million), with a Blended Fee Split of 0.431%.(d) Absolute Fee Split means the total sub-advisory fees paid to the Sub-Adviser will be a result of the applicable fee rate multiplied by all of the Trusts Managed Assets.(e) Managed Assets means the total assets of the Trust, including the assets attributable to the proceeds from financial leverage (including through the issuance of preferred shares or the issuance of senior securities representing indebtedness), minus liabilities, other than liabilities related to any financial leverage.(f) For purposes of this Agreement, the total assets of the Trust shall be calculated pursuant to the procedures adopted by resolutions of the Trusts Board of Trustees for calculating the value of the Trusts assets.(g) The Sub-Adviser may elect from time to time, in its sole discretion, to waive its right to receipt of all or a portion of the Sub-Advisory Fee.11. Representations and Warranties(a) The Trust represents and covenants to the Sub-Adviser as follows:(i) The Trust is duly organized and validly existing under the laws of the State of Delaware with the power to own and possess its assets.B-9(ii) The execution, delivery and performance by the Trust of this Agreement are within the Trusts powers and have been duly authorized by all necessary actions of the Board of Trustees, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (1) any provision of applicable law, rule or regulation, (2) the Trusts governing instruments, or (3) any agreement, judgment, injunction, order, decree or other instruments binding upon the Trust.(iii) The Trust is, or will be prior to commencing operations, registered as a closed-end management investment company under the 1940 Act and the Trusts shares are, or will be prior to commencing operations, registered under the Securities Act of 1933, as amended, and under any applicable state securities laws, or exempt from such registration.(iv) Prior to the Sub-Adviser commencing services under this Agreement, the Trust will have legal title to the assets in the Trust and no restrictions shall exist as to the ownership or transfer of such assets unless specifically set forth in this Agreement.(b) The Adviser represents and covenants to the Sub-Adviser as follows:(i) The Adviser is duly organized and validly existing under the laws of the State of Delaware.(ii) The execution, delivery and performance by the Adviser of this Agreement are within the Advisers powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance of this Agreement by the parties to this Agreement, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (1) any provision of applicable law, rule or regulation, (2) the Advisers governing instruments, or (3) any agreement, judgment, injunction, order, decree or other instruments binding upon the Adviser.(iii) This Agreement constitutes a valid and binding obligation of the Adviser, enforceable against the Adviser in accordance with its terms, except to the extent such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, or similar laws affecting the rights of creditors generally and by general equity principles.(iv) The Adviser is not prohibited by the 1940 Act or B-10the Advisers Act from serving as investment adviser to the Trust.(v) The Adviser hereby acknowledges receipt of Sub-Advisers Form ADV, Part 2 before, or at the time of, signing this Agreement.(c) The Sub-Adviser represents and covenants to the Adviser and the Trust as follows:(i) The Sub-Adviser is duly organized and validly existing under the laws of the State of Wisconsin.(ii) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Advisers powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance of this Agreement by the parties to this Agreement, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (1) any provision of applicable law, rule or regulation, (2) the Sub-Advisers governing instruments, or (3) any agreement, judgment, injunction, order, decree or other instruments binding upon the Sub-Adviser.(iii) This Agreement constitutes a valid and binding obligation of the Sub-Adviser, enforceable against the Sub-Adviser in accordance with its terms, except to the extent such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, or similar laws affecting the rights of creditors generally and by general equity principles.(iv) The Sub-Adviser is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement.12. Certain InformationThe Adviser shall promptly notify the Sub-Adviser, and the Sub-Adviser shall promptly notify the Trust and the Adviser in writing of the occurrence of any of the following events:(a) such party failing to be registered as an investment adviser under the Advisers Act;(b) such party having been served or otherwise have notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Trust;(c) the occurrence of any change in control of such party or any parent of such party within the meaning of the 1940 Act; or B-11(d) the occurrence of any material adverse change in the business or financial position of such party. 13. Limitation on LiabilityThe Sub-Adviser will not be liable for any error of judgment or mistake of law or for any loss suffered by Sub-Adviser, the Adviser or by the Trust in connection with the performance of this Agreement, except a loss resulting from a breach of a fiduciary duty with respect to the receipt of compensation for services or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder). Nothing herein shall constitute a waiver or restriction of any partys rights under applicable federal or state securities laws.14. IndemnificationThe Trust shall indemnify, defend and protect the Sub-Adviser, its members and their respective officers, managers, partners, parent, corporate group affiliates, agents, employees, controlling persons, members, and any other person affiliated with any of them (collectively, the Indemnified Parties) (each of whom shall be deemed a third party beneficiary hereof) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Trust or its security holders) arising out of or otherwise based upon the performance of any of the Sub-Advisers duties or obligations under this Agreement or otherwise as an investment adviser of the Trust. Notwithstanding the foregoing provisions of this Section 14 to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Trust or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of any Indemnified Partys duties or by reason of the reckless disregard of the Sub-Advisers duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder).15. Duration and Termination(a) This Agreement shall become effective as of the Effective Date and, unless sooner terminated with respect to the Trust as provided herein, shall continue in effect for a period of two years. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Trust for successive periods of 12 months, provided such continuance is specifically approved at least annually by both:(i) the vote of a majority of the Trusts Board of Trustees or the vote of a majority of the outstanding voting securities of the Trust at the time outstanding and entitled to vote, and B-12(ii) the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. (b) Notwithstanding the foregoing, this Agreement may be terminated by (i) the Adviser or the Trust at any time, without the payment of any penalty, upon giving the Sub-Adviser 60 days notice (which notice may be waived by the Sub-Adviser), provided that such termination by the Trust shall be directed or approved by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Trust at the time outstanding and entitled to vote, or (ii) the Sub-Adviser on 60 days written notice to the Trust and the Adviser (which notice may be waived by the Trust or the Adviser on behalf of both the Trust and the Adviser). (c) This Agreement will immediately terminate in the event of its assignment and will immediately terminate upon any termination of the Investment Advisory Agreement between the Trust and the Adviser.(d) As used in this Agreement, the terms majority of the outstanding voting securities, interested person and assignment shall have the same meanings of such terms in the 1940 Act.(e) The terms of Sections 5, 7, 10, 13, 14, 18, 19 and 20 of this Agreement shall survive the termination of this Agreement.16. NoticesAny notice under this Agreement shall be in writing to the other parties and shall be considered as properly given or made if (a) sent by overnight delivery by a nationally recognized air courier service, (b) sent by electronic mail with no receipt of error in the delivery, or (c) mailed by registered or certified mail, return receipt requested, and if addressed to the respective address listed below:If to Adviser, to: XA Investments, LLC 321 North Clark Street #2430 Chicago, IL 60654 Attention: General CounselIf to the Trust, to:Madison Covered Call & Equity Strategy Fund 321 North Clark Street #2430 Chicago, IL 60654 Attention: Chief Executive OfficerIf to Sub-Adviser, to:Madison Investment Holdings, Inc. 550 Science Drive Madison, WI 53711 Attention: Steven A. Carlor at such address as the other party may designate from time to time for the receipt of such notice and shall be deemed effective on receipt.17. Amendment of this AgreementNo provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. Any amendment of this Agreement shall be subject to the 1940 Act.B-1318. Governing LawThis Agreement shall be governed by and construed in accordance with the laws of the State of Delaware for contracts to be performed entirely therein without reference to choice of law principles thereof and in accordance with the applicable provisions of the 1940 Act. WAIVER OF JURY TRIAL AND PUNITIVE DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND ANY RIGHT TO SEEK PUNITIVE OR CONSEQUENTIAL DAMAGES.19. Use of the NameThe Sub-Adviser has consented to the use by the Trust of the name or identifying word Madison in the name of the Trust. Such consent is conditioned upon the employment of the Sub-Adviser as the investment sub-adviser to the Trust. The name or identifying word Madison may be used from time to time solely in connection with the Sub-Advisers services under this Agreement. The Sub-Adviser may require the Trust to cease using Madison in the name of the Trust, if the Trust ceases to employ, for any reason, the Sub-Adviser, any successor thereto or any affiliate thereof as investment sub-adviser of the Trust. If so required by the Sub-Adviser, the Trust will cease using Madison in its name as promptly as practicable and make all reasonable efforts to remove Madison from its name.20. Miscellaneous(a) The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.(b) If any provision of this Agreement is invalid, illegal, or unenforceable under applicable law of mandatory application, the validity, legality, and enforceability of that provision or condition in other instances and of the remaining provisions and conditions are not in any way affected thereby. (c) Nothing contained in this Agreement will be deemed to require the Trust to take any action contrary to the Trusts Amended and Restated Agreement and Declaration of Trust or By-laws, as they may be amended and/or restated from time to time, with notice to the Sub-Adviser, or any applicable statute or regulation, or to relieve or deprive the Board of Trustees of its responsibility for and control of the conduct of the affairs of the Trust. (d) This Agreement shall be binding on, and shall inure to the benefit of the parties hereto and their respective successors.(e) This Agreement may be executed in counterparts by the parties hereto, each of which when executed is deemed to be an original and all of which together are deemed to be one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.B-14(f) This Agreement constitutes the entire understanding and agreement, and supersedes any and all other proposals, understandings, and agreements among the parties with respect to the subject matter hereof.IN WITNESS WHEREOF, the parties hereto have caused the foregoing instrument to be executed by their duly authorized officers, all as of the day and the year first above written.MADISON COVERED CALL & EQUITY STRATEGY FUNDBy: Name: Title: XA INVESTMENTS LLCBy: Name: Title: MADISON ASSET MANAGEMENT, LLCBy: Name: Title: B-15EXHIBIT COTHER FUNDS WITH SIMILAR INVESTMENT OBJECTIVESMadison. The table below provides information regarding other registered investment companies managed by Madison which have a similar investment objective as the Fund.Name of Other FundOther Funds Investment ObjectiveAdvisers Management FeeNet Assets as of December 31, 2023Has Adviser Agreed to Waive or Reduce its Management Fee under any Applicable Contract?Madison Covered Call & Equity Income FundSeeks to provide consistent total return and, secondarily, to provide a high level of income and gains from option premiums.0.85%$261,020,326NoMadison Covered Call ETFSeeks to provide consistent total return and secondarily, to produce a high level of income and gains.0.90%1$82,690,175No1 Pursuant to an investment advisory agreement between Madison and the Madison ETFs Trust, on behalf of each series thereof (each, a Series), each Series has agreed to pay an annual unitary management fee to Madison. This unitary management fee is designed to pay each Series expenses and to compensate Madison for the services it provides to each Series. Out of the unitary management fee, Madison pays substantially all expenses of each Series, including the cost of investment management services, transfer agency, custody, fund administration, legal, audit and other service and license fees. The unitary fee does not cover, and therefore, each Series pays directly, interest, taxes, brokerage commissions, acquired fund fees and expenses and other expenses connected with the execution of portfolio transactions, distribution, and service fees payable pursuant to a Rule 12b-1 plan, if any, and extraordinary expenses.XAI. XAI does not manage other registered investment companies which have a similar investment objective as the Fund.C-1THIS PAGE INTENTIONALLY LEFT BLANKEVERY VOTE IS IMPORTANTMADISON COVERED CALL & EQUITY STRATEGY FUNDPO Box 43131Providence, RI 02940-3131VOTING OPTION:VOTE ON THE INTERNETLog on to:www.proxy-direct.comor scan the QR codeFollow the on-screen instructionsavailable 24 hoursVOTE BY PHONECall 1-800-337-3503Follow the recorded instructionsavailable 24 hoursVOTE BY MAILVote, sign and date this Proxy Card and return in the postage-paid envelopePlease detach at perforation before mailing.PROXYMADISON COVERED CALL & EQUITY STRATEGY FUNDSPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 15, 2024THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES. Greg D. Hoppe and Kyle Schalow (the Proxyholders), or any of them, each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Special Meeting of shareholders of the Madison Covered Call & Equity Strategy Fund (the "Fund"), to be held on Tuesday, October 15, 2024 at 9:00 a.m., local time at the offices of Madison Asset Management, LLC, 550 Science Drive, Madison, Wisconsin 53711, and any adjournments or postponements thereof.Shares represented by this proxy card when properly executed will be voted in the manner directed herein by the shareholder, and in the discretion of such proxies, upon any and all other matters as may properly come before the Special Meeting or any adjournment or postponement thereof. If no direction is made, on a properly executed card, this proxy will be voted "FOR" the proposals. If any of the Trustee nominees for any reason are unable or unwilling to serve, the Proxyholders will vote for the election of such other person as they may consider qualified. The shareholder hereby acknowledges receipt of this Notice of Special Meeting and Proxy Statement for the Special Meeting to be held on October 15, 2024.VOTE VIA THE INTERNET: www.proxy-direct.comVOTE VIA THE TELEPHONE: 1-800-337-3503MCC__34064_062724PLEASE MARK, SIGN, AND DATE ON THE REVERSE SIDE AND RETURN THE PROXY CARD USING THE ENCLOSED ENVELOPE.xxxxxxxxxxxxxx codeEVERY SHAREHOLDERS VOTE IS IMPORTANTImportant Notice Regarding the Availability of Proxy Materials for theSpecial Meeting to Be Held on October 15, 2024.The Proxy Statement for this meeting is available at:https://www.madisonfunds.com/MCNproxyPlease detach at perforation before mailing. TO VOTE, MARK BOXES BELOW IN BLUE OR BLACK AS SHOWN IN THIS EXAMPLE: xA.Proposals. THE BOARD RECOMMENDS YOU VOTE FOR THE FOLLOWING PROPOSALS: FOR AGAINST ABSTAIN 1. To approve a new investment advisory agreement between the Fund and XA Investments, LLC. FOR AGAINST ABSTAIN2. To approve a new investment subadvisory agreement among the Fund, Madison Asset Management, LLC and XA Investments, LLC. 3. To approve the election of five trustees to the Board of Trustees. FOR WITHHOLD01. Danielle Cupps* 02. Gregory Dingens** 03. Philip Franklin** 04. Scott Craven Jones*** 05. William Meyers*** *Class I Trustee to serve until the Funds 2027 Annual Meeting of Shareholders or until her successor shall have been elected and qualified.**Class II Trustee to serve until the Funds 2025 Annual Meeting of Shareholders or until his successor shall have been elected and qualified.***Class III Trustee to serve until the Funds 2026 Annual Meeting of Shareholders or until his successor shall have been elected and qualified.B. Authorized Signatures This section must be completed for your vote to be counted. Sign and Date Below.Note: Please sign exactly as your name(s) appear(s) on this proxy card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature.Date (mm/dd/yyyy) Please print date belowSignature 1 Please keep signature within the boxSignature 2 Please keep signature within the boxScanner bar code xxxxxxxxxxxxxx MCC 34064 xxxxxxxx Number of Portfolios Overseen inMadison Fund Complex (1) Other Directorshipsheld by Trustee Independent Trustees Richard E. Struthers1952Class I Trustee, since 2017; current term ends 2026Clearwater Capital Management (investment advisory firm), Naples, FL, Chair and Chief Executive Officer, 1998 Present.34Madison Funds (15 open end funds) and Ultra Series Fund (14 open end funds), 2004 Present; Madison ETFs (4 open end funds), June 2023 Present.27Name and Year of BirthPosition(s) Held with Fund and Length of Time ServedPrincipal Occupation(s)During the Past Five YearsNumber of Portfolios Overseen inMadison Fund Complex (1)Other Directorshipsheld by TrusteeScott C. Jones1962Class II Trustee, since 2021; current term ends 2027See Mr. Jones biographical information in table above under the heading New Board of Trustees Nominees.16See Mr. Jones biographical information in table above under the heading New Board of Trustees Nominees.Steven P. Riege1954Class III Trustee, since 2015; current term ends 2025Ovation Leadership (management consulting), Milwaukee, WI, Owner/President, 2001 Present.Madison Funds (15 open end funds) and Ultra Series Fund (14 open end funds), 2005 Present; Madison ETFs (4 open end funds), June 2023 PresentInterested TrusteesJill M. Friedow(2)1964Class II Trustee, since 2023; current term ends 2027Vice President, 2023 PresentMadison Investment Holdings, Inc. (MIH), Madison Investment Advisors, LLC (MIA) and Madison Asset Management, LLC (Madison), Chief Technology Officer & Director of Operations, 2019-Present; Vice President & Director of Operations, 2010 - 2019; Vice President & Operations Manager, 2003-2010; Operations Manager, 1999-2003.30Madison Funds (15 open end funds) and Ultra Series Fund (14 open end funds), 2023 Present.(1) The term Madison Fund Complex refers to (i) the Madison Funds with 15 portfolios, (ii) the Ultra Series Fund with 14 portfolios, (iii) the Madison ETFs Trust with 4 active portfolios, and (iv) the Fund.(2) Ms. Friedow is an interested person of the Fund because of her position with Madison.For the Funds last fiscal year, the Current Board met five times. Each member of the Current Board attended 100% of the board meetings and the meetings of the board committees on which the trustee served during such period. Shareholders wishing to communicate with the Current Board or individual trustees should send such correspondence to the offices of Madison, 28550 Science Drive, Madison, Wisconsin 53711, c/o MCN, Secretary. Shareholder communications will be sent directly to the applicable board member(s). The Fund currently does not have a policy with respect to board members attendance at shareholder meetings.Current Executive Officers of the FundThe following table sets forth information concerning the current executive officers of the Fund, each of whom is expected to resign following the Closing of the Transaction, as the New Board is expected to appoint executive officers from the XAI organization and/or service providers to XAI. Jill Friedow is a Vice President of the Fund, and her biographical information is provided under the heading Information about the Current Board of Trustees, above. The mailing address for each current executive officer is 550 Science Drive, Madison, Wisconsin 53711.Name and Year of BirthPosition(s) Held with FundTerm of Office and Length of Time ServedPrincipal Occupation(s) During Past Five YearsPatrick F. Ryan1979PresidentSince March 2020Madison and MIA, Head of Multi-Asset Solutions and Portfolio Manager, 2018 Present; Madison Funds and Ultra Series Fund, President, March 2020 - Present; Madison ETFs, President, June 2023 PresentSteve J. Fredricks1970Chief Compliance Officer and Assistant SecretarySince 2018Madison and MIA, Chief Legal Officer, March 2020 Present and Chief Compliance Officer, 2018 Present; Madison Funds and Ultra Series Fund, Chief Compliance Officer and Assistant Secretary, 2018 - Present; Madison ETFs, Compliance Officer and Assistant Secretary, June 2023 Present; Jackson National Asset Management, LLC, Senior Vice President and Chief Compliance Officer, 2005 2018Greg D. Hoppe1969Vice President;Chief Financial OfficerSince March 2020; Since 2019MIH and MIA, Vice President, 1999 - Present; Madison, Vice President, 2009 Present; Madison Funds and Ultra Series Fund, Chief Financial Officer, 2019 - Present; Madison ETFs, Chief Financial Officer and Treasurer, June 2023 Present29Name and Year of BirthPosition(s) Held with FundTerm of Office and Length of Time ServedPrincipal Occupation(s) During Past Five YearsKyle Schalow1995Assistant TreasurerSince July 2024Madison and MIA, Senior Accountant, 2022 - Present; Madison Funds, Ultra Series Fund and Madison ETFs Trust, Assistant Treasurer, July 2024 PresentBaker Tilly US LLP, Senior Accountant, 2018 2022Terri Wilhelm1968Secretary;Assistant SecretarySince July 2024; from 2022 - June 2024Madison and MIA, Senior Compliance Analyst, September 2022 Present; Madison Funds and Ultra Series Fund, Secretary, July 2024 - Present and Assistant Secretary 2022 June 2024; Madison ETFs, Secretary July 2024 - Present and Assistant Secretary, June 2023 July 2024;State of Wisconsin Investment Board, Senior Paralegal, 2017 2022Brandon Redwing1979Assistant Secretary andAnti-Money Laundering OfficerSince July 2024Madison and MIA, Mutual Fund Operations Manager, April 2024 - Present; Madison Funds, Ultra Series Fund and Madison ETFs Trust, Assistant Secretary and Anti-Money Laundering Officer, July 2024 Present. SS&C Technologies, Client Relationship Manager 2020 March 2024Current Board Committees, Leadership Structure and Risk Oversight Committees. The Current Board has determined that the efficient conduct of the trustees affairs makes it desirable to delegate responsibility for certain specific matters to committees of the Current Board. The committees meet as often as necessary, either in conjunction with regular meetings of the trustees or otherwise. The Current Board currently has two standing committees: the Audit Committee and the Nominating and Governance Committee.Audit Committee. The Current Board has an Audit Committee which is comprised of Richard E. Struthers (Chair), Steven P. Riege and Scott C. Jones. In addition to being independent trustees, as defined under the 1940 Act, each of these trustees also meets the additional independence requirements set forth in the NYSE Listed Company rules. The Audit Committee is charged with selecting an independent registered public accounting firm for the Fund and reviewing accounting matters with the Funds independent registered public accounting firm. The Audit Committee 30of the Current Board met four times during the last fiscal year. The Audit Committee presents the following report:The Audit Committee: (i) reviewed and discussed with management of the Fund the audited financial statements of the Fund for the fiscal year ended December 31, 2023; (ii) discussed with the Funds independent registered public accounting firm the matters required to be discussed under Public Company Accounting Oversight Board ("PCAOB") Auditing Standard No. 16, Communications with Audit Committee and all other communications required by other PCAOB Standards or Rules; and (iii) received the written disclosures and the letter from the Funds independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent accountants communications with the Audit Committee concerning the independence of the Funds independent registered public accounting firm. Based on these reviews and discussions, the Audit Committee recommended to the Current Board that the financial statements be included in the Funds Annual Report for the fiscal year ended December 31, 2023 and filed with the SEC.The Audit Committee is governed by a written charter, the most recent version of which was approved by the Current Board on May 23, 2024 (the Audit Committee Charter). In accordance with proxy rules promulgated by the SEC, the Funds Audit Committee Charter is required to be filed at least once every three years as an exhibit to the Funds proxy statement, and was last filed in 2022 as Attachment A to the Funds proxy statement. It is also available on the Funds website at www.madisonfunds.com. You may request a hard copy of the Audit Committee Charter to be mailed to you by calling the Fund toll-free at 1-800-767-0300.Nominating & Governance Committee. The Current Board has a Nominating & Governance Committee which is comprised of Steven P. Riege (Chair), Richard E. Struthers and Scott C. Jones. In addition to being independent trustees, as defined under the 1940 Act, each of these trustees also meets the additional independence requirements set forth in the NYSE Listed Company rules. The Nominating & Governance Committee of the Current Board met four times during the last fiscal year.The Nominating & Governance Committee is governed by a written charter, the most recent version of which was approved by the Current Board on February 22, 2024 (the Nominating & Governance Committee Charter). In accordance with proxy rules promulgated by the SEC, the Funds Nominating & Governance Committee Charter is required to be filed at least once every three years as an exhibit to the Funds proxy statement, and was last filed in 2022 as Attachment B to the Funds proxy statement. It is also available on the Funds website at www.madisonfunds.com. You may request a hard copy of the Nominating & Governance Committee Charter to be mailed to you by calling the Fund toll-free at 1-800-767-0300.As part of its duties, the Nominating & Governance Committee makes recommendations to the full Current Board with respect to candidates for the board. The Nominating & Governance Committee also will consider 31trustee candidates recommended by shareholders. In considering candidates submitted by shareholders, the Nominating & Governance Committee will take into consideration the needs of the board and the qualifications of the candidate. To have a candidate considered by the Nominating & Governance Committee, a shareholder must submit the recommendation in writing and must include the information required by the Procedures for Shareholders to Submit Nominee Candidates, which are set forth in Appendix A to the Nominating & Governance Committee Charter. The shareholder recommendation must be sent to the Funds Secretary, c/o Madison Asset Management, LLC, 550 Science Drive, Madison, Wisconsin 53711.Leadership Structure. The Current Board is relatively small and operates in a collegial atmosphere. Although no member is formally charged with acting as Chair, Mr. Ryan, the President of the Fund, acts as the Chairperson of board meetings. All Current Board members are expected to provide their input into establishing the boards meeting agenda. Likewise, each Current Board meeting contains a standing agenda item for any board member to raise new or additional items he or she believes is important in connection with Fund governance. The Current Board has charged Mr. Riege with acting as the lead independent trustee for purposes of communicating with Madison, the Funds Chief Compliance Officer, counsel to the independent trustees and Fund counsel on matters relating to the Current Board as a whole. The independent trustees often meet in executive session without representatives of Madison present (including meetings with counsel, the Chief Compliance Officer, and the Funds independent public accounting firm).Current Boards Role in Risk Oversight. Madison is responsible for the overall risk management of the Fund, which includes supervising its affiliated and third-party service providers and identifying and mitigating possible events that could adversely impact the Funds business, operations or performance. Risks to the Fund include investment, legal, compliance and regulatory risks, as well as the risk of operational failure or lack of business continuity. The Current Board oversees risk management of the Funds investment programs through the Audit Committee and through oversight by the Current Board itself. The Chief Compliance Officer of the Fund, who reports directly to the independent trustees, provides the Current Board with quarterly updates and a comprehensive annual report regarding the processes and controls in place to address regulatory, compliance, legal and operational risk. The Current Board exercises its oversight in conjunction with Madison, the Funds Chief Compliance Officer, Fund counsel and counsel to the independent trustees by requesting reports and presentations at regular intervals throughout the year. Additionally, the Audit Committee receives periodic reports from the Funds independent accountants. The Current Boards committee structure requires an independent trustee to serve as chair of the Nominating & Governance Committee and the Audit Committee. The Current Board receives regular written reports describing and analyzing the investment performance of the Fund. In addition, the portfolio managers of the Fund meet with the Current Board periodically to discuss portfolio performance and answer the Boards questions with respect to portfolio strategies and risks. The Current Board also receives regular written reports from the Funds Chief Financial Officer that enable the Board to monitor the number of fair valued securities in the Funds portfolio, the reasons for the fair valuation and the methodology used to arrive at the fair value. Such reports 32also include information concerning illiquid securities within the Funds portfolio. The Current Board and/or the Audit Committee may also review valuation procedures and pricing results with the Funds independent auditors in connection with the review of the results of the audit of the Funds year-end financial statements. The Current Board also receives regular compliance reports prepared by the compliance staff of Madison, and meets regularly with the Funds Chief Compliance Officer to discuss compliance issues, including compliance risks. As required under applicable rules, the independent trustees meet regularly in executive session with the Funds Chief Compliance Officer. The Current Board also adopts compliance policies and procedures for the Fund and approves such procedures as appropriate for certain of the Funds service providers. The compliance policies and procedures are specifically designed to detect and prevent violations of the federal securities laws.The Current Board recognizes that it is not possible to identify all of the risks that may affect the Fund or to develop processes and controls to eliminate or mitigate their occurrence or effects. The Current Board periodically reviews the effectiveness of its oversight of the Fund and the processes and controls in place to limit identified risks. The Current Board may, at any time and in its discretion, change the manner in which it conducts its risk oversight role.Given the small size of the Current Board, its committee structure, the openness of Current Board meetings to active input by all Current Board members, its utilization of executive sessions, the role of the lead independent trustee and the Current Boards quarterly focus on compliance and risk management, the Current Board has determined that its current leadership structure is appropriate for the protection of Fund investors.New Board Proposed Committees, Leadership Structure and Risk Oversight Committees. It is expected that the New Board will establish two standing committees, an Audit Committee and a Governance Committee. The committees are expected to meet as often as necessary, either in conjunction with regular meetings of the trustees or otherwise.Audit Committee. The Audit Committee will be generally responsible for reviewing and evaluating issues related to the accounting and financial reporting policies and internal controls of the Fund and, as appropriate, the internal controls of certain service providers, overseeing the quality and objectivity of the Funds financial statements and the audit thereof and acting as a liaison between the New Board and the Funds independent registered public accounting firm. It is expected that the Audit Committee will be composed entirely of independent trustees. The Audit Committee will be governed by a written Audit Committee Charter, which will be approved by the New Board at its first meeting. Once approved, a copy of the Audit Committee Charter will be available on the Funds website at www.xainvestments.com.Governance Committee. The Governance Committee will be responsible for recommending qualified candidates to the New Board in the event that a position is vacated or created. In considering trustee nominee candidates, the Governance Committee will take into account a wide variety of factors, including the overall diversity of the New Boards composition. It is expected that the Governance Committee will be composed entirely of 33independent trustees. It is anticipated that the Governance Committee will consider recommendations by shareholders if a vacancy were to exist. In considering candidates recommended to the Governance Committee by shareholders, the Governance Committee will take into consideration the needs of the New Board and the qualifications of the candidate. The Governance Committee may also take into consideration the number of shares held by the recommending shareholder and the length of time that such shares have been held. In order to be considered, following the Closing Date, such recommendations should be forwarded to the Secretary of the Fund, c/o XA Investments LLC, 321 North Clark Street, Suite 2430, Chicago, Illinois 60654. The Governance Committee will be governed by a written Governance Committee Charter, which will be approved by the New Board at its first meeting. Once approved, a copy of the Governance Committee Charter will be available on the Funds website at www.xainvestments.com.Leadership Structure. The primary responsibility of the New Board will be to represent the interests of the Fund and its shareholders, and to provide oversight of the management of the Fund. The New Board will be comprised of five trustees, four of whom (including the chairperson) are independent trustees and one of whom is an interested trustee. Generally, the New Board will act by majority vote of all the trustees, including a majority vote of the independent trustees if required by applicable law.It is proposed that Mr. Dingens will be appointed as the independent chairperson, who will preside at meetings of the New Board and who will be responsible for, among other things, setting the tone of New Board meetings and seeking to encourage open dialogue and independent inquiry among the New Trustees and management. The New Board will meet regularly four times each year to discuss and consider matters concerning the Fund, and also hold special meetings to address matters arising between regular meetings. Regular meetings generally will take place in-person; other meetings may take place in-person or by telephone. The New Board will establish two standing committees (as described above) and will delegate certain responsibilities to those committees, each of which will be comprised solely of independent trustees. The New Board and its committees will meet periodically throughout the year to oversee the Funds activities, review contractual arrangements with service providers, review the Funds financial statements, oversee compliance with regulatory requirements, and review performance. The independent trustees will be represented by independent legal counsel at board and committee meetings and will regularly meet outside the presence of Fund management. The New Board believes that this leadership structure, including an independent chairperson, a supermajority of independent trustees and committee membership limited to independent trustees, is appropriate in light of the characteristics and circumstances of the Fund.New Boards Role in Risk Oversight. The New Board will oversee risk directly and through the committee structure it intends to establish. As described above, the New Board expects to establish an Audit Committee and a Governance Committee to assist in its oversight functions, including its oversight of the risks of the Fund. Each committee will report its activities to the New Board on a regular basis. The New Board intends to adopt and periodically review policies, procedures and controls designed to address different types of risks, including, among others, investment risk, liquidity risk, operational risk, and valuation risk, as well as the overall business risk 34relating to the Fund. The New Board will also oversee the implementation of a variety of processes, procedures and controls by the Fund, XAI, Madison and other service providers to the Fund to address various risks. In addition, as part of the New Boards anticipated periodic review of the Funds service provider agreements, including agreements with XAI and Madison, the New Board may consider risk management aspects of the service providers operations and the functions for which they are responsible.The New Board will appoint a Chief Compliance Officer for the Fund, who will oversee the development of compliance policies and procedures of the Fund that are reasonably designed to minimize the risk of violations of the federal securities laws. The Chief Compliance Officer will report directly to the New Boards independent trustees, and will provide presentations to the New Board at its quarterly meetings and an annual report on the application of the compliance policies. The New Board will discuss relevant risks affecting the Fund with the Chief Compliance Officer at these meetings. The New Board will approve compliance policies and will review the Chief Compliance Officers reports. Further, the New Board will annually review the effectiveness of the compliance policies, as well as the appointment and compensation of the Chief Compliance Officer.The New Board will require officers of the Fund to report to the New Board on a variety of matters at regular and special meetings of the New Board and its committees, as applicable, including matters relating to risk management. The Audit Committee will also receive reports from the Funds independent registered public accounting firm on internal control and financial reporting matters. In addition, the New Board will receive reports from XAI and Madison on the investments and securities trading of the Fund. The New Board will also require XAI and Madison to report to the New Board on other matters relating to risk management on a regular and as-needed basis.Board CompensationThe following table sets forth the compensation paid to each member of the Current Board by the Fund for the Funds fiscal year ended December 31, 2023. In addition, all independent trustees are reimbursed for reasonable travel and out-of-pocket expenses incurred to attend meetings of the Current Board or its committees. The Funds interested trustees and officers receive no compensation from the Fund for performing the duties of their office. 35Trustee NameAggregate Compensationfrom FundTotal Compensation from Fund and Madison Fund Complex(1)Scott C. Jones$12,000$74,000Steven P. Riege(2)$13,000$123,000Richard E. Struthers$12,000$115,000(1) The term Madison Fund Complex refers to (i) the Madison Funds with 15 portfolios, (ii) the Ultra Series Fund with 14 portfolios, (iii) the Madison ETFs Trust with 4 active portfolios, and (iv) the Fund. (2) As lead independent trustee, Mr. Riege receives an additional $8,000 from the Madison Fund Complex, $1,000 of which is allocated to the Fund.Board Transactions with Fund AffiliatesAs of the date hereof, none of the independent trustees on the Current Board, the nominees for independent trustee on the New Board, nor their immediate family members owned beneficially or of record any securities of Madison, XAI, or any of their affiliates. In addition, during the past five years, neither the independent trustees on the Current Board, the nominees for independent trustee on the New Board, nor members of their immediate families, had a direct or indirect interest, the value of which exceeds $120,000, in Madison, XAI, or any of their affiliates. Likewise, since the beginning of the last two completed fiscal years of the Fund, neither the independent trustees on the Current Board, the nominees for independent trustee on the New Board, nor members of their immediate families had a direct or indirect interest in any transaction or series of transactions, the value of which exceeds $120,000 and to which any of the following persons was (or is to be) a party: (i) the Fund, (ii) any officer of the Fund, or (iii) Madison, XAI, or any of their affiliates. Consequences of Shareholders not approving the New BoardIf the New Board is not approved by shareholders, the Fund will abandon all three Proposals, and Madison will continue to serve as the investment adviser of the Fund and the Current Board will continue to oversee the Fund. Recommendation of the Board of TrusteesFor the reasons set forth above, the Current Board recommends that shareholders of the Fund vote FOR each New Trustee.36ADDITIONAL INFORMATIONInformation about the FundThe Fund is a closed-end management investment company organized as a Delaware statutory trust. Madison Asset Management, LLC is the investment adviser to the Fund. Madisons principal office is located at 550 Science Drive, Madison, Wisconsin 53711. In addition to investment management services, under the Existing Advisory Agreement, Madison is also responsible for managing the Funds administrative affairs under an Existing Services Agreement, and in this capacity, oversees State Street Bank and Fund Company (State Street), which currently serves as sub-administrator to the Fund. State Streets address is 801 Pennsylvania Avenue, Kansas City, Missouri 64105. The Funds current custodian is State Street, and its current transfer agent is Computershare, 150 Royall Street, Suite 101, Canton, MA 02021. The Fund does not place any brokerage transactions with any affiliates of Madison. XA Investments LLC is proposed to be the new investment adviser to the Fund as a result of the Transaction, with Madison serving as the subadviser to the Fund. XAIs principal office is located at 321 North Clark Street, Suite 2430, Chicago, Illinois 60654. Information about MadisonMadison Asset Management, LLC was founded in 1974, and is a direct, wholly-owned (100% owned) subsidiary of Madison Investment Holdings (MIH), the ultimate corporate parent of Madison. Both Madisons and MIH's principal office is located at 550 Science Drive, Madison, Wisconsin 53711. As of May 31, 2024, Madison and its affiliates managed approximately $25.7 billion in assets, including open-end mutual funds, separately managed accounts and wrap accounts. Exhibit B contains information with respect to other funds managed by Madison which have a similar investment objective as the Fund. The mailing address of principal officers and directors of MIH is 550 Science Drive, Madison, Wisconsin 53711. Information regarding the principal executive officers and directors of Madison is as follows: NameTitle/Principal OccupationSteven CarlChairman of the Board and Board Member of MIH; (Principal Executive Officer; Chief Distribution Officer)Paul LefurgeyBoard Member of MIH(Retired)Frank BurgessBoard Member of MIH(Retired)Richard EisingerBoard Member of MIH(Head of Equities, Portfolio Manager)Information about XAIXA Investments LLC was founded in 2016 by XMS Capital Partners. XAIs principal office is located at 321 North Clark Street, Suite 2430, Chicago, Illinois 60654. As of May 31, 2024, XAI and its affiliates managed $681 million in assets, including two closed-end funds. XAI also provides investment fund restructuring and consulting services focused on closed-end 37funds. Exhibit B contains information with respect to other funds managed by XAI which have a similar investment objective as the Fund. Information regarding the principal executive officers and directors of XAI is as follows:NameTitleJohn Yogi SpenceCo-Chief Executive OfficerTheodore F. BrombachCo-Chief Executive OfficerKimberly Ann FlynnPresidentBenjamin D. McCullochGeneral Counsel & Managing DirectorKevin B. DavisManaging Director & Head of SalesInformation about Independent Registered Public Accounting FirmFor the fiscal years ended December 31, 2022 and December 31, 2023, and the current fiscal year ending December 31, 2024, Deloitte & Touche LLP (D&T) has been selected as the Funds independent registered public accounting firm by the Audit Committee of the Fund to audit the accounts of the Fund. The Fund does not know of any direct or indirect financial interest of D&T in the Fund. Representatives of D&T will not be in attendance at the Meeting.Audit Fees. The aggregate fees billed to the Fund by D&T for professional services rendered for the audit of the Funds annual financial statements for the Funds fiscal years ended December 31, 2022 and December 31, 2023 were approximately $23,950 and $24,450, respectively.Audit-Related Fees. The aggregate fees billed by D&T and approved by the Audit Committee of the Fund for the Funds fiscal years ended December 31, 2022 and December 31, 2023 for assurance and related services reasonably related to the performance of the audit of the Funds annual financial statements were $0 and $0, respectively. D&T did not perform any other assurance and related services that were required to be approved by the Funds Audit Committee for such periods.Tax Fees. The aggregate fees billed by D&T and approved by the Audit Committee of the Fund for the Funds fiscal years ended December 31, 2022 and December 31, 2023 for professional services rendered for tax compliance, tax advice, and tax planning were approximately $4,652 and $4,799, respectively (such fees relate to tax services provided by D&T in connection with the review of the Funds tax returns). D&T did not perform any other tax compliance or tax planning services or render any tax advice that was required to be approved by the Funds Audit Committee for such periods.All Other Fees. Other than those services described above, D&T did not perform any other services on behalf of the Fund for the Funds fiscal years ended December 31, 2022 and December 31, 2023.Audit Committees Pre-Approval Policies and Procedures. As noted above, the Audit Committee is governed by the Audit Committee Charter, which includes Pre-Approval Policies and Procedures. The Audit Committee of the Fund has (i) pre-approved all audit and non-audit services provided by D&T to the Fund, and (ii) all non-audit services provided by D&T to Madison, or any entity controlling, controlled by, or under common control with Madison that provides ongoing services to the Fund which are related to the operations of the Fund (of which there were none), for the fiscal years ended December 3831, 2022 and December 31, 2023. None of the services described above for the Funds fiscal years ended December 31, 2022 and December 31, 2023 were approved by the Audit Committee pursuant to the pre-approval exception under Rule 2-01(c)(7)(i)(c) of Regulation S-X promulgated by the SEC.Voting InformationGeneral; Record Date. The record holders of the outstanding shares of the Fund as of the close of business on July 22, 2024 (the Record Date) are entitled to vote at the Meeting and any adjournment or postponement thereof. Each shareholder is entitled to one vote per share and a fractional vote with respect to fractional shares. Whether you expect to be personally present at the Meeting or not, we encourage you to vote by proxy. You can do this by phone or the Internet or by completing, dating, signing, and returning the accompanying proxy card using the enclosed postage prepaid envelope. By voting by proxy, your shares will be voted as you instruct. If no choice is indicated, your shares will be voted FOR each Proposal, and in the discretion of the persons named as proxies on such other matters that properly may come before the Meeting.Any shareholder giving a proxy may revoke it at any time before it is exercised at the Meeting by submitting to the Secretary of the Fund a written notice of revocation or a subsequently signed proxy card (i.e., a later-dated proxy), or by attending the Meeting and voting in person. A prior proxy can also be revoked by proxy voting again through the website or toll-free number noted on the enclosed proxy card. Proxy cards and written notices of revocation must be received by the Fund prior to the Meeting. If not so revoked, the shares represented by the proxy will be voted at the Meeting and any postponements or adjournments of the Meeting. Attendance by a shareholder at the Meeting does not by itself revoke a proxy.As of the Record Date, the Fund had 21,087,537 shares issued and outstanding.Solicitation of Proxies and Related Costs. The solicitation of proxies will occur principally by mail. In addition to solicitation by mail, certain officers and representatives of the Fund and officers and employees of Madison (who will receive no extra compensation for their services) and representatives of the Funds proxy solicitor, Computershare, may solicit proxies by telephone, the Internet, facsimile, letter, or other electronic means. If instructions are recorded by telephone, the person soliciting the proxies will use procedures designed to authenticate shareholders identities to allow shareholders to authorize the voting of their shares in accordance with their instructions, and to confirm that a shareholders instructions have been properly recorded.The expenses incurred in connection with preparing the Proxy Statement and its enclosures and all related legal and proxy solicitation expenses will be paid by Madison and/or XAI. These expenses are estimated to be approximately $250,000.Quorum. In order for a vote on any Proposal to be taken at the Meeting, there must exist a quorum of shareholders of the Fund eligible to vote on such Proposal. To have a quorum, the holders of a majority of the shares entitled to vote on each Proposal must be present in person or by proxy at the Meeting. 39For this purpose, whether a quorum exists is determined on a Proposal-by-Proposal basis.Abstentions and Broker Non-Votes. For purposes of determining the presence of a quorum for each Proposal, abstentions and broker non-votes are treated as present. Broker non-votes occur when a nominee holding shares for a beneficial owner does not vote on a Proposal because the nominee does not have discretionary voting powers with respect to that Proposal and has not received instructions from the beneficial owner. Abstentions and broker non-votes have the effect of a vote against Proposals 1 and 2, while abstentions and broker non-votes have no effect on the outcome of Proposal 3. Adjournment. It may become necessary from time to time to adjourn the Meeting in order to allow more time to solicit additional proxies, as necessary, if there are insufficient votes at the time of the Meeting to constitute a quorum or to approve any Proposal. Under the Funds governing documents, any meeting of shareholders, whether or not a quorum is present, may be adjourned from time to time by: (i) the vote of the majority of the shares represented at that meeting, either in person or by proxy; or (ii) in his or her discretion by the chairperson of the meeting. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting. Accordingly, if a quorum is not present at the Meeting with respect to any Proposal, it is expected that the holders of proxies will vote to authorize the adjournment of the Meeting with respect to such Proposal(s) in order to solicit additional proxies. Even if a quorum is present at the Meeting with respect to some or all Proposals, but there are insufficient votes to approve a Proposal, it is also expected that the holders of proxies will vote to authorize the adjournment of the Meeting to solicit additional proxies with respect to such Proposal(s). If the Meeting is adjourned, the adjourned meeting must be held not later than 180 days after the Record Date and may be held without further notice, other than an announcement at the Meeting in accordance with the Funds governing documents and as permitted under Delaware law. Votes Required to Pass the ProposalsProposal 1. In order for the New Advisory Agreement to be approved, it must be approved by the holders of a majority of the outstanding voting securities of the Fund. The term majority of the outstanding voting securities (as defined in the 1940 Act and used in this Proxy Statement) means: the affirmative vote of the lesser of (i) 67% or more of the voting securities of the Fund present at the Meeting if more than 50% of the outstanding voting securities of the Fund are present in person or by proxy, or (ii) more than 50% of the outstanding voting securities of the Fund. Proposal 2. In order for the New Subadvisory Agreement to be approved, it must be approved by the holders of a majority of the outstanding voting securities of the Fund, using the same definition of this term described above regarding Proposal 1. Proposal 3. In order for the New Trustees to be elected, the entire slate of nominees must be approved by the affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote at the Meeting. Votes withheld will have the same effect as a vote against the Proposal.Please note that if you sign, date, and return the proxy card, but do not specify a vote on each Proposal, your shares will be voted in favor of each Proposal, and in the discretion of the proxies named therein with respect to any other 40business that may properly come before the Meeting or any postponements or adjournments thereof. IMPORTANT: Each Proposal must be approved in order for the Fund to move forward with any of the Proposals. If shareholders do not approve one of the Proposals, the Fund will abandon all three Proposals, and Madison will continue to serve as the investment adviser of the Fund and the Current Board will continue to oversee the Fund. No Dissenters RightsShareholders have no rights under applicable law or the Funds Declaration of Trust or Bylaws to exercise dissenters rights of appraisal with respect to any Proposal.Summary of Certain Aspects of Delaware Control Share Acquisition StatuteThe Fund is subject to the control share acquisition statute (the Control Share Statute) contained in Subchapter III of the Delaware Statutory Trust Act (the DSTA), which became automatically applicable to listed closed-end funds, such as the Fund.The Control Share Statute provides for a series of voting power thresholds above which shares are considered control beneficial interests (referred to here as control shares). Once a threshold is reached, an acquirer has no voting rights under the DSTA with respect to shares acquired in excess of that threshold (i.e., the control shares) unless approved by shareholders of the Fund or exempted by the Board. The Control Share Statute provides procedures for an acquirer to request a shareholder meeting for the purpose of considering whether voting rights shall be accorded to control shares.The foregoing is only a summary of certain aspects of the Control Share Statute. Some uncertainty around the application under the 1940 Act of state control share statutes exists as a result of recent federal and state court decisions that have found that certain control share acquisition provisions violate the 1940 Act.Security Ownership of Management, Trustees and Principal ShareholdersAs of the Record Date, to the best of the knowledge of the Fund, no trustee or officer of the Fund beneficially owned 1% or more of the outstanding shares of the Fund, and the trustees and the officers of the Fund, as a group, beneficially owned less than 1% of the outstanding shares of the Fund. The Current Board is not aware of any arrangements, the operation of which may result in a change in control of the Fund. The following table shows the dollar range of the Funds equity securities that are beneficially owned* by each member of the Current Board and the existing officers as of the Record Date. As of the same date, the nominees for New Trustee did not hold any equity securities of the Fund. * Beneficial Ownership is determined in accordance with Section 16a-1(a)(2) of the Exchange Act.41Trustee/Officer NameDollar Range of Beneficially-Owned Securities of the FundAggregate Dollar Range of Beneficially-Owned Securities of the Madison Fund Complex(1)Scott C. JonesNoneOver $100,000Steven P. RiegeNone$10,001 - $50,000Richard E. StruthersNone$10,001 - $50,000Jill M. Friedow$0 - $10,000$50,001 - $100,000Patrick F. RyanNoneOver $100,000Steve J. FredricksNone$50,001 - $100,000Greg D. HoppeNoneOver $100,000Brandon RedwingNone$1 - $10,000Kyle SchalowNoneNoneTerri WilhelmNoneNone(1) The term Madison Fund Complex refers to (i) the Madison Funds with 15 portfolios, (ii) the Ultra Series Fund with 14 portfolios, (iii) the Madison ETFs Trust with 4 active portfolios, and (iv) the Fund.As of the Record Date, to the knowledge of the Fund, no person owned of record or owned beneficially more than 5% of the voting securities of the Fund.Section 16 Beneficial Ownership Reporting ComplianceSection 16(a) of the Exchange Act and Section 30(h) of the 1940 Act require the Funds executive officers and trustees, certain officers of the Funds investment adviser, affiliated persons of the investment adviser, and persons who beneficially own more than 10% of the Funds shares to file certain reports of ownership (Section 16 filings) with the SEC and the NYSE. Based upon the Funds review of the copies of such forms effecting the Section 16 filings received by it, the Fund believes that for Funds fiscal year ended December 31, 2023, all filings applicable to such persons were completed and filed in a timely manner.HouseholdingThe SEC has adopted rules that permit investment companies, such as the Fund, to satisfy delivery requirements for proxy statements with respect to two or more shareholders sharing the same address by delivering a single proxy statement addressed to those shareholders. This process, which is commonly referred to as householding, could result in extra convenience and cost savings for the Fund and its shareholders.If possible, depending on shareholder registration and address information, and unless you have otherwise opted out, only one copy of this Proxy Statement will be sent to shareholders at the same address. However, each shareholder will receive separate proxy cards. If you currently receive multiple copies of proxy statements or shareholder reports and would like to request to receive a single copy of documents in the future, please contact your financial services firm.42Shareholder Proposals for Subsequent MeetingsShareholder proposals intended for inclusion in the Funds proxy statement in connection with the Funds 2025 Annual Meeting of Shareholders pursuant to Rule 14a-8 under the Exchange Act, must be received by the Fund at its principal executive offices by February 12, 2025. In order for the proposals made outside of Rule 14a-8 under the Exchange Act to be considered timely within the meaning of Rule 14a-4(c) under the Exchange Act, such proposals much be received by the Fund at its principal executives offices not later than the close of business on May 3, 2025, nor earlier than the close of business on April 3, 2025. The timely submission of a proposal does not guarantee its inclusion. Whether a proposal is included in a proxy statement will be determined in accordance with applicable federal and state laws, as well as the Funds governing documents.Other Matters to Come Before the MeetingNo business other than the Proposals described in this Proxy Statement are expected to come before the Meeting, but should any other matter requiring a vote of shareholders arise, the persons named as proxies will vote thereon in their discretion according to their best judgment in the interests of the Fund and its shareholders.Dated: August 7, 2024PLEASE COMPLETE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED ENVELOPE. YOU MAY ALSO VOTE BY INTERNET OR TELEPHONE IN ACCORDANCE WITH THE INSTRUCTIONS SET FORTH ON THE ENCLOSED PROXY CARD.43EXHIBIT ANEW INVESTMENT ADVISORY AGREEMENTINVESTMENT ADVISORY AGREEMENTINVESTMENT ADVISORY AGREEMENT (the Agreement), dated as of [ ], 2024 between Madison Covered Call and Equity Strategy Fund, a Delaware statutory trust (the Trust), and XA Investments LLC, a Delaware limited liability company (the Adviser).WHEREAS, the Adviser has agreed to furnish investment management and advisory services to the Trust, a closed-end management investment company registered under the Investment Company Act of 1940, as amended (the 1940 Act);WHEREAS, the Adviser is a registered investment adviser under the Investment Advisers Act of 1940, as amended (the Advisers Act); WHEREAS, this Agreement has been approved in accordance with the provisions of the 1940 Act, and the Adviser is willing to furnish such services upon the terms and conditions herein set forth; andNOW, THEREFORE, in consideration of the mutual premises and covenants herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged, it is agreed by and between the parties hereto as follows:1. Appointment(a) The Trust hereby appoints the Adviser to act as the investment adviser to the Trust and to furnish the management and investment advisory services described herein, for the period and upon the terms herein set forth.(b) The Adviser hereby agrees, all as more fully set forth herein, to act as investment adviser to the Trust with respect to the investment of the Trusts assets and to supervise and arrange for the day-to-day operations of the Trust and the purchase of securities for and the sale of securities held in the investment portfolio of the Trust.(c) The Adviser for all purposes in this Agreement will be deemed to be an independent contractor and, unless otherwise expressly provided or authorized in this Agreement, will have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. 2. Duties and Obligations of the Adviser with Respect to Investment of Assets of the Trust. (a) Subject to the direction and control of the Trusts Board of Trustees, the Adviser shall:(i) act as investment adviser for and supervise and manage the investment and reinvestment of the Trusts assets and, in connection therewith, have complete discretion in purchasing and selling securities and other assets for the Trust and in voting, exercising consents and exercising all other rights appertaining to such securities and other A-1assets on behalf of the Trust; (ii) supervise the investment program of the Trust and the composition of its investment portfolio; and (iii) arrange, subject to the provisions of Section 5 hereof, for the purchase and sale of securities and other assets held in the investment portfolio of the Trust. (b) In performing its duties under this Section 2, the Adviser may delegate some or all of its duties and obligations under this Agreement to one or more investment sub-advisers; provided, however, that any such delegation shall be pursuant to an agreement with terms agreed upon by the Trust and approved in a manner consistent with the 1940 Act and provided, further, that no such delegation shall relieve the Adviser from its duties and obligations of management and supervision of the management of the Trusts assets pursuant to this Agreement and to applicable law.(c) The Adviser shall maintain business continuity, cybersecurity, disaster recovery and backup capabilities and facilities in keeping with industry standards and Securities and Exchange Commission (SEC) requirements through which the Adviser will be able to perform its obligations hereunder with minimal disruptions or delay. (d) To the extent prohibited by Regulation S-P, the Adviser and its affiliates will not disclose any non-public personal information, as defined in Regulation S-P, received from the Trust regarding any shareholder unless in accordance with an exception under Regulation S-P, or as otherwise may be permitted by law. The Adviser represents and warrants that, in accordance with applicable state privacy laws and Regulation S-P, it has implemented safeguards by adopting policies and procedures reasonably designed to: (i) insure the security and confidentiality of records and non-public personal information of shareholders; (ii) protect against any anticipated threats or hazards to the security or integrity of shareholder records and non-public personal information; and (iii) protect against unauthorized access to or use of such shareholder records or non-public personal information that could result in substantial harm or inconvenience to any shareholder. The Adviser shall treat confidentially all records of the Trust and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where the Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or (ii) when so requested by the Trust.(e) The Adviser acknowledges that, in compliance with the Bank Secrecy Act, as amended, the USA PATRIOT Act, and any implementing regulations thereunder (together, the AML Laws), the Trust has adopted anti-money laundering policies and procedures (the AML Policies). The Adviser agrees to comply with the Trusts AML Policies and the AML Laws, as the same may apply to the Adviser, now and in the future, and understands and agrees that the Trust may disclose information regarding the Adviser to governmental and/or regulatory or self-regulatory authorities to the extent required by applicable law or regulation and may file reports with such authorities as may be required by such law or regulation.A-2(f) The Adviser shall provide such information as may reasonably be requested by the Board under Section 15(c) of the 1940 Act in connection with its annual consideration of this Agreement.3. Duties and Obligations of the Adviser with Respect to the Management of the TrustThe Adviser shall perform the management services necessary for the operation of the Trust, including providing the Trust necessary personnel and such other services as the Adviser, subject to review by the Board of Trustees, from time to time shall determine to be necessary or useful to perform its obligations under this Agreement. The Adviser, also on behalf of the Trust, shall conduct relations with administrators, custodians, depositories, transfer agents, pricing agents, investor support service providers, investor relations providers, dividend disbursing agents, other shareholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable.4. Covenants(a) In the performance of its duties under this Agreement, the Adviser shall at all times conform to, and act in accordance with, any requirements imposed by:(i) the provisions of the 1940 Act and the Advisers Act and all applicable Rules and Regulations of the SEC; (ii) any other applicable provision of law; (iii) the provisions of this Agreement and Declaration of Trust and By-Laws of the Trust, as such documents are amended from time to time; (iv) the investment objective, policies and restrictions of the Trust as set forth in its Registration Statement on Form N-2; and (v) any policies and determinations of the Board of Trustees of the Trust.(b) The Adviser will maintain a written code of ethics (the Code of Ethics) pursuant to Rule 17j-1 under the 1940 Act, a copy of which will be provided to the Trust, and will institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Adviser will follow such Code of Ethics in performing its services under this Agreement.(c) The Adviser will maintain compliance policies and procedures adopted pursuant to Rule 206(4)-7 under the Advisers Act and Rule 38a-1 under the 1940 Act, a copy of which will be provided to the Trust, and follow such compliance policies and procedures in performing its services under this Agreement; and(d) The Adviser will cooperate with the chief compliance officer of the Trust in connection with the implementation and operation of the Trusts compliance policies and procedures adopted pursuant to Rule 38a-1 under the 1940 Act, and will prepare necessary reports and provide the Trusts chief compliance officer with access to information reasonably necessary for the Trust to comply with Rule 38a-1.A-35. Portfolio Transactions(a) In the performance of its duties under this Agreement, the Adviser will place orders either directly with the issuer or with any broker or dealer. Subject to the other provisions of this paragraph, in placing orders with brokers and dealers, the Adviser will attempt to obtain the best price and the most favorable execution of its orders, and all such brokerage placement shall be made in compliance with Section 28(e) of the Securities Exchange Act of 1934, as amended. In placing orders, the Adviser will consider the experience and skill of the firms securities traders as well as the firms financial responsibility and administrative efficiency. Consistent with this obligation, the Adviser may select brokers on the basis of the research, statistical and pricing services they provide to the Trust and other clients of the Adviser. Information and research received from such brokers will be in addition to, and not in lieu of, the services required to be performed by the Adviser hereunder. A commission paid to such brokers may be higher than that which another qualified broker would have charged for effecting the same transaction, provided that the Adviser determines in good faith that such commission is reasonable in terms either of the transaction or the overall responsibility of the Adviser to the Trust and its other clients and that the total commissions paid by the Trust will be reasonable in relation to the benefits to the Trust over the long-term. In no instance, however, will the Trusts securities be purchased from or sold to the Adviser, or any affiliated person thereof, except to the extent permitted by the SEC or by applicable law.(b) At the request of the Board of Trustees of the Trust, the Adviser will identify and provide a written description to the Board of Trustees of soft dollar arrangements that the Adviser maintains with respect to the Trust or with brokers or dealers that execute transactions for the Trust, and of research and other services provided to the Adviser by a broker or dealer (whether prepared by such broker or dealer or by a third party) as a result, in whole or in part, of the direction of Trust transactions to the broker or dealer. (c) From time to time, the Adviser or brokers or dealers affiliated with it may find themselves in a position to buy for certain of their clients (each an Account) securities which the Advisers investment advisory clients wish to sell, and to sell for certain of their clients securities which other advisory clients wish to buy. Where one of the parties is an advisory client, the Adviser or the affiliated broker or dealer cannot participate in this type of transaction (known as a cross transaction) on behalf of an advisory client and retain commissions from one or both parties to the transaction without the advisory clients consent. This is because in a situation where the Adviser is making the investment decision (as opposed to a brokerage client who makes his own investment decisions), and the Adviser or an affiliate is receiving commissions from both sides of the transaction, there is a potential conflicting division of loyalties and responsibilities on the Advisers part regarding the advisory client. The SEC has adopted a rule under the Advisers Act that permits the Adviser or its affiliates to participate on behalf of an Account in agency cross transactions if the advisory client has given written consent in advance. By execution of this Agreement, the Trust authorizes the Adviser or its affiliates to participate in agency cross transactions involving an Account. The Trust may revoke its consent at any time by written notice to the Adviser.A-46. ConfidentialityEach of the Trust and the Adviser acknowledge and agree that pursuant to this Agreement, either party may have access to the other partys confidential and proprietary information and materials concerning or pertaining to the others business. Each party will receive and hold such information in the strictest confidence, and acknowledge, represent, and warrant that it will use its best efforts to protect the confidentiality of this information. Each party agrees that, without the prior written consent of the other party, which approval shall not be unreasonably withheld, they will not use, copy, or divulge to third parties or otherwise use, except in accordance with the terms of this Agreement, any information obtained from or through the other party in connection with this Agreement; provided, however, this covenant shall not apply to information (i) which is in the public domain now or when it becomes in the public domain in the future, other than by reason of a breach of this Agreement, (ii) which has come to either party from a lawful source not bound to maintain the confidentiality of such information, other than from the other party or an affiliate or representative of that party, (iii) disclosures which are required by law, regulatory authority, regulation or legal process or are made to any regulatory agency in the normal course of an examination, audit or investigation involving such party, or (iv) disclosure as reasonably necessary in the course of business to third parties subject to a duty to maintain the confidentiality of the information.7. Services Not Exclusive(a) Nothing in this Agreement shall prevent the Adviser or any officer, employee or other affiliate thereof from acting as investment adviser for any other person, firm or corporation, or from engaging in any other lawful activity, and shall not in any way limit or restrict the Adviser or any of its officers, employees or agents from buying, selling or trading any securities for its or their own accounts or for the accounts of others for whom it or they may be acting; provided, however, that the Adviser will undertake no activities which, in its judgment, will adversely affect the performance of its obligations under this Agreement.(b) The Adviser may manage other investment accounts and funds, including those with investment objectives similar to the Trust. Securities considered as investments for the Trust may also be appropriate for other investment accounts and funds that may be managed by the Adviser. Subject to applicable laws and regulations, the Adviser will attempt to allocate equitably portfolio transactions among the portfolios of its other investment accounts and funds purchasing securities whenever decisions are made to purchase or sell securities by the Trust and one or more of such other accounts or funds simultaneously. In making such allocations, the main factors to be considered by the Adviser will be the respective investment objectives of the Trust and such other accounts and funds, the relative size of portfolio holdings of the same or comparable securities, the availability of cash for investment by the Trust and such other accounts and funds, the size of investment commitments generally held by the Trust and such accounts and funds, and the opinions of the persons responsible for recommending investments to the Trust and such other accounts and funds. 8. Books and Records(a) The Adviser undertakes and agrees to maintain or cause others to maintain, in the form and for the period required by Rule 31a-2 A-5under the 1940 Act, all records relating to the Trusts investments that are required to be maintained by the Trust pursuant to the 1940 Act with respect to the Advisers responsibilities under this Agreement for the Trust, and which are not otherwise maintained by the administrator, fund accounting agent, custodian or other service providers to the Trust.(b) In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Adviser hereby agrees that all records which it maintains for the Trust are the property of the Trust and further agrees to surrender promptly to the Trust any such records upon the Trusts request. 9. CustodyNothing in this Agreement will require the Adviser to take or receive physical possession of cash, securities, or other investments of the Trust. 10. Expenses(a) During the term of this Agreement, the Adviser will bear all costs and expenses of its employees and any overhead incurred in connection with its duties hereunder, except as provided pursuant to paragraph (c) of this Section 10, and shall bear the costs of any salaries or trustees fees of any officers or trustees of the Trust who are affiliated persons (as defined in the 1940 Act) of the Adviser.(b) The Trust will bear all other costs, fees and expenses of its operations and transactions, including those relating to: (1) organization; (2) calculation of the Trusts net asset value (including the cost and expenses of any independent valuation firm, agent or other provider); (3) expenses payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for the Trust and in monitoring the Trusts investments; (4) interest payable on indebtedness and dividends and distributions on preferred shares, as applicable, if any, incurred to finance the Trusts investments; (5) offerings of the Trusts common shares and other securities (including, all fees, costs and expenses related thereto); (6) fees payable to third parties, including agents, legal counsel, consultants or other advisors, relating to, or associated with, evaluating and making investments; (7) administrator, transfer agent and custodian fees; (8) federal and state registration fees; (9) all costs of registration and listing the Trusts shares on any securities exchange; (10) federal, state and local taxes; (11) independent trustees fees and expenses; (12) costs of preparing and filing reports or other documents required by governmental bodies (including the SEC), including printing costs; (13) costs of any reports, proxy statements or other notices to shareholders, including printing costs; (14) insurance premiums for fidelity bond and other insurance coverage, including the Trusts allocable portion of the fidelity bond, trustees and officers errors and omissions liability insurance, including independent trustees liability insurance, and any other insurance premium; (15) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; (16) brokerage commissions, assignment fees and other costs in connection with the purchase, holding or sale of securities and other investment instruments (including, without limitation, security settlement costs); (17) expenses incidental to holding meetings of the Trusts shareholders, including proxy solicitations therefor; provided, however, that the Trust will not bear such expenses with respect to any meeting of the Trusts shareholders held for the purpose of seeking shareholder approval of a new investment advisory agreement in connection A-6with a change of control of the Adviser; (18) unusual, non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust is a party and legal obligations that the Trust may have to indemnify the Trusts directors, officers and/or employees or agents with respect to these actions, suits or proceedings; and (19) all other expenses incurred by the Trust in connection with administering the Trusts business.(c) The Trust may, if and to the extent approved by the Board of Trustees, including a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, from time to time reimburse the Adviser for certain costs and expenses incurred by the Adviser in connection with the management of the Trusts assets, which may include the Trusts allocable share of portfolio management and trading software costs, research expenses (including modeling and analytic software costs), diligence expenses and out-of-pocket travel costs incurred in connection with the management of the Trusts assets. For the avoidance of doubt, in no event shall expenses associated with the general overhead of the Adviser be reimbursed by the Trust.11. Compensation of the Adviser(a) The Trust agrees to pay to the Adviser and the Adviser agrees to accept as full compensation for all services rendered by the Adviser as such, a monthly fee in arrears at an annual rate equal to 0.80% of the Trusts average daily value of the Trusts Managed Assets. For any period less than a month during which this Agreement is in effect, the fee shall be prorated according to the proportion which such period bears to a full month of 28, 29, 30 or 31 days, as the case may be. (b) Managed Assets means the total assets of the Trust, including the assets attributable to the proceeds from financial leverage (including through the issuance of preferred shares or the issuance of senior securities representing indebtedness), minus liabilities, other than liabilities related to any financial leverage. (c) For purposes of this Agreement, the total assets of the Trust shall be calculated pursuant to the procedures adopted by resolutions of the Trustees of the Trust for calculating the value of the Trusts assets.(d) The Adviser may elect from time to time, in its sole discretion, to waive its right to reimbursement or its receipt of the advisory fee.12. Representations and Warranties(a) The Trust represents and covenants to the Adviser as follows:(i) The Trust is duly organized and validly existing under the laws of the State of Delaware with the power to own and possess its assets.(ii) The execution, delivery and performance by the Trust of this Agreement are within the Trusts powers and have been duly authorized by all necessary actions of the Board of Trustees, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or A-7regulation, (ii) the Trusts governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instruments binding upon the Trust.(iii) The Trust is, or will be prior to commencing operations, registered as a closed-end management investment company under the 1940 Act and the Trusts shares are, or will be prior to commencing operations, registered under the Securities Act of 1933, as amended, and under any applicable state securities laws, or exempt from such registration.(b) The Adviser represents and covenants to the Trust as follows:(i) The Adviser is duly organized and validly existing under the laws of the State of Delaware.(ii) The execution, delivery and performance by the Adviser of this Agreement are within the Advisers powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance of this Agreement by the parties to this Agreement, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Advisers governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instruments binding upon the Adviser.(iii) The Adviser is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement.13. Limitation on LiabilityThe Adviser will not be liable for any error of judgment or mistake of law or for any loss suffered by Adviser or by the Trust in connection with the performance of this Agreement, except a loss resulting from a breach of a fiduciary duty with respect to the receipt of compensation for services or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder).14. IndemnificationThe Trust shall indemnify, defend and protect the Adviser, its members and their respective officers, managers, partners, agents, employees, controlling persons, members and any other person affiliated with any of them (collectively, the Indemnified Parties) (each of whom shall be deemed a third party beneficiary hereof) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, A-8investigation or other proceeding (including an action or suit by or in the right of the Trust or its security holders) arising out of or otherwise based upon the performance of any of the Advisers duties or obligations under this Agreement or otherwise as an investment adviser of the Trust. Notwithstanding the foregoing provisions of this Section 12 to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Trust or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of any Indemnified Partys duties or by reason of the reckless disregard of the Advisers duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder).15. Duration and Termination(a) This Agreement shall become effective as of the date hereof and, unless sooner terminated with respect to the Trust as provided herein, shall continue in effect for a period of two years. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Trust for successive periods of 12 months, provided such continuance is specifically approved at least annually by both:(i) the vote of a majority of the Trusts Board of Trustees or the vote of a majority of the outstanding voting securities of the Trust at the time outstanding and entitled to vote, and (ii) the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. (b) Notwithstanding the foregoing, this Agreement may be terminated by the Trust at any time, without the payment of any penalty, upon giving the Adviser 60 days notice (which notice may be waived by the Adviser), provided that such termination by the Trust shall be directed or approved by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Trust at the time outstanding and entitled to vote, or by the Adviser on 60 days written notice to the Trust (which notice may be waived by the Trust). (c) This Agreement will immediately terminate in the event of its assignment. (d) As used in this Agreement, the terms majority of the outstanding voting securities, interested person and assignment shall have the same meanings of such terms in the 1940 Act.(e) The terms of Sections 6, 8, 13 and 14, 18, 19 and 20 of this Agreement shall survive the termination of this Agreement.16. NoticesAny notice under this Agreement shall be in writing to the other party at such address as the other party may designate from time to time for the receipt of such notice and shall be deemed to be received on the earlier of the date actually received or on the fourth day after the postmark if such notice is A-9mailed first class postage prepaid.17. Amendment of this AgreementNo provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. Any amendment of this Agreement shall be subject to the 1940 Act.18. Governing LawThis Agreement shall be governed by and construed in accordance with the laws of the State of Delaware for contracts to be performed entirely therein without reference to choice of law principles thereof and in accordance with the applicable provisions of the 1940 Act.19. Use of the NameThe Adviser has consented to the use by the Trust of the name or identifying word XA, XAI or XA Investments in the name of the Trust. Such consent is conditioned upon the employment of the Adviser as the investment adviser to the Trust. The name or identifying word XA, XAI or XA Investments may be used from time to time in other connections and for other purposes by the Adviser and any of its affiliates. The Adviser may require the Trust to cease using XA, XAI or XA Investments in the name of the Trust, if the Trust ceases to employ, for any reason, the Adviser, any successor thereto or any affiliate thereof as investment adviser of the Trust. If so required by the Adviser, the Trust will cease using XA, XAI or XA Investments in its name as promptly as practicable and make all reasonable efforts to remove XA, XAI or XA Investments from its name.20. Miscellaneous(a) The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.(b) If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. (c) Nothing contained in this Agreement will be deemed to require the Trust to take any action contrary to the Trusts Amended and Restated Agreement and Declaration of Trust or By-laws, as they may be amended and/or restated from time to time, or any applicable statute or regulation, or to relieve or deprive the Board of Trustees of its responsibility for and control of the conduct of the affairs of the Trust. (d) This Agreement shall be binding on, and shall inure to the benefit of the parties hereto and their respective successors.(e) This Agreement may be executed in counterparts by the parties hereto, each of which shall constitute an original counterpart, and all of which, together, shall constitute one Agreement. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.A-10(f) This Agreement constitutes the entire understanding and agreement, and supersedes any and all other proposals, understandings, and agreements among the parties with respect to the subject matter hereof.IN WITNESS WHEREOF, the parties hereto have caused the foregoing instrument to be executed by their duly authorized officers, all as of the day and the year first above written.MADISON COVERED CALL & EQUITY STRATEGY FUNDBy: Name: Title: XA INVESTMENTS LLCBy: Name: Title: A-11EXHIBIT BNEW SUBADVISORY AGREEMENTINVESTMENT SUBADVISORY AGREEMENTINVESTMENT SUB-ADVISORY AGREEMENT (the Agreement), dated as of [ ], 2024 (the Effective Date) among Madison Covered Call and Equity Strategy Fund, a Delaware statutory trust (the Trust), XA Investments LLC, a Delaware limited liability company (the Adviser), and Madison Asset Management, LLC a Wisconsin limited liability company (the Sub-Adviser).WHEREAS, the Adviser has agreed to furnish investment management and advisory services to the Trust, a closed-end management investment company registered under the Investment Company Act of 1940, as amended (the 1940 Act);WHEREAS, the investment advisory agreement between the Adviser and the Trust dated as of [ ] (such agreement or the most recent successor agreement between such parties relating to advisory services to the Trust is referred to herein as the Investment Advisory Agreement) contemplates that the Adviser may sub-contract investment advisory services with respect to the Trust to a sub-adviser(s) pursuant to a sub-advisory agreement(s) agreeable to the Trust and approved in accordance with the provisions of the 1940 Act;WHEREAS, the Adviser wishes to retain the Sub-Adviser to provide certain sub-advisory services; WHEREAS, the Sub-Adviser is a registered investment adviser under the Investment Advisers Act of 1940, as amended (the Advisers Act); andWHEREAS, this Agreement has been approved in accordance with the provisions of the 1940 Act, and the Sub-Adviser is willing to furnish such services upon the terms and conditions herein set forth;NOW, THEREFORE, in consideration of the mutual premises and covenants herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged, it is agreed by and between the parties hereto as follows:1. Appointment(a) The Adviser hereby appoints the Sub-Adviser to act as the investment sub-adviser to the Trust and to furnish the services described herein, for the period and upon the terms herein set forth.(b) The Sub-Adviser hereby agrees, all as more fully set forth herein, to act as investment sub-adviser to the Trust and to furnish the services described below with respect to the investment of the Trusts assets and the purchase of securities for and the sale of securities held in the investment portfolio of the Trust.(c) The Sub-Adviser for all purposes in this Agreement will be deemed to be an independent contractor and, unless otherwise expressly provided or authorized in this Agreement, will have no authority to act for or represent the Adviser or the Trust in any way B-1or otherwise be deemed an agent of the Adviser or the Trust. 2. Duties and Obligations of the Sub-Adviser with Respect to Investment of Assets of the Trust(a) Subject to the oversight and supervision of the Adviser and direction and control of the Trusts Board of Trustees, the Sub-Adviser will act as sub-adviser for the Trust and perform one or more of the following services at the request of the Adviser in connection with the investment and reinvestment of the Trusts assets: (i) managing the investment and reinvestment of the assets of the Trust in accordance with the investment policies and guidelines of the Trust;(ii) subject to the provisions of Section 4 hereof, purchasing and selling securities and other assets for the Trust and placing orders for purchases and sales of assets of the Trust; (iii) providing investment research and credit analysis concerning the assets of the Trust; (iv) monitoring on a daily basis the investment activities and portfolio holdings relating to the Trust;(v) voting proxies relating to the Trusts portfolio securities in accordance with the proxy voting policies and procedures of the Sub-Adviser; and(vi) settlement of transactions and completing corporate actions. (b) At the request of the Adviser, the Sub-Adviser will also, subject to the oversight and supervision of the Adviser and the direction and control of the Trusts Board of Trustees, consult with the Adviser as to the overall management of the assets of the Trust and the investment policies and practices of the Trust, including (but not limited to) the use by the Trust of financial leverage and matters relating to such financial leverage (e.g., form, amount and costs) and the utilization by the Trust of any interest rate or other hedging or risk management transactions in connection therewith. (c) In addition, the Sub-Adviser will keep the Trust and the Adviser informed of developments relating to the Sub-Adviser or the Trusts investments materially affecting the Trust and shall, upon request, furnish to the Adviser and the Trust all information relevant to such developments. (d) The Sub-Adviser will periodically communicate to the Adviser or other service providers of the Trust, at such times as the Adviser may request, information concerning the purchase and sale of securities for the Trust and such other information as the Adviser may reasonably require for purposes of fulfilling its obligations to the Trust under the Investment Advisory Agreement.(e) In addition to the investment policies and guidelines of the Trust, the Adviser may from time to time communicate to the Sub-Adviser instructions (the Instructions) in writing that limit or supplement the investment policies and guidelines and are subject to approval by the Sub-B-2Adviser, which approval shall not be unreasonably withheld. Neither the investment policies and guidelines nor the Instructions shall require the Sub-Adviser to obtain capabilities or resources beyond those it possesses as of the Effective Date. The Adviser shall promptly notify the Sub-Adviser, in writing, of any change in the investment policies and guidelines that is made for any reason, including but not limited to a change by the Adviser, the Trust or in any applicable law or regulation. The Adviser acknowledges that the Sub-Adviser may be required to terminate delivery of certain data or services used in managing the Trust in the event the Sub-Adviser is no longer able to obtain such data or services.(f) The Sub-Adviser shall maintain business continuity, cybersecurity, disaster recovery and backup capabilities and facilities in keeping with industry standards and Securities and Exchange Commission (SEC) requirements through which the Sub-Adviser will be able to perform its obligations hereunder with minimal disruptions or delay. (g) To the extent prohibited by Regulation S-P, the Sub-Adviser and its affiliates will not disclose any non-public personal information, as defined in Regulation S-P, received from the Trust regarding any shareholder unless in accordance with an exception under Regulation S-P, or as otherwise may be permitted by law. The Sub-Adviser represents and warrants that, in accordance with applicable state privacy laws and Regulation S-P, it has implemented safeguards by adopting policies and procedures reasonably designed to: (i) insure the security and confidentiality of records and non-public personal information of shareholders; (ii) protect against any anticipated threats or hazards to the security or integrity of shareholder records and non-public personal information; and (iii) protect against unauthorized access to or use of such shareholder records or non-public personal information that could result in substantial harm or inconvenience to any shareholder. The Sub-Adviser shall treat confidentially all records of the Trust and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where the Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or (ii) when so requested by the Trust.(h) The Sub-Adviser acknowledges that, in compliance with the Bank Secrecy Act, as amended, the USA PATRIOT Act, and any implementing regulations thereunder (together, the AML Laws), the Trust has adopted anti-money laundering policies and procedures (the AML Policies). The Sub-Adviser agrees to comply with the Trusts AML Policies and the AML Laws, as the same may apply to the Sub-Adviser, now and in the future, and understands and agrees that the Trust may disclose information regarding the Sub-Adviser to governmental and/or regulatory or self-regulatory authorities to the extent required by applicable law or regulation and may file reports with such authorities as may be required by such law or regulation.(i) The Sub-Adviser shall provide such information as may reasonably be requested by the Adviser and/or the Board of Trustees under Section 15(c) of the 1940 Act in connection with its annual consideration of this Agreement.B-3(i) Nothing in this Agreement is deemed to impose on the Sub-Adviser responsibility for the preparation of the Trusts financial statements or the Trusts other financial and regulatory filing and reporting obligations, provided that the Sub-Adviser shall provide sub-certifications in the form reasonably requested by the Trust relating to the Sub-Advisers services under this Agreement to assist the Trust in complying with the provisions of the Sarbanes-Oxley Act of 2002.3. Covenants(a) In the performance of its duties under this Agreement, the Sub-Adviser shall at all times conform to, and act in accordance with, any requirements imposed by:(i) the provisions of the 1940 Act and the Advisers Act and all applicable Rules and Regulations of the SEC; (ii) any other applicable provision of law; (iii) the provisions of this Agreement and Declaration of Trust and By-Laws of the Trust, as such documents are amended from time to time; (iv) the investment objective, policies and restrictions of the Trust as set forth in its Registration Statement on Form N-2 and as supplemented from time to time by the Trusts shareholder reports and other SEC filings; and (v) any policies and determinations of the Board of Trustees of the Trust.(b) The Sub-Adviser will not consult with any other sub-adviser of the Trust or any other sub-adviser to a fund under common control with the Trust concerning transactions of the Trust in securities or other assets.(c) The Sub-Adviser will maintain a written code of ethics (the Code of Ethics) pursuant to Rule 17j-1 under the 1940 Act, a copy of which will be provided to the Trust and the Adviser, and will institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Sub-Adviser will follow such Code of Ethics in performing its services under this Agreement.(d) The Sub-Adviser will maintain compliance policies and procedures adopted pursuant to Rule 206(4)-7 under the Advisers Act and Rule 38a-1 under the 1940 Act, a copy of which will be provided to the Trust and the Adviser, and follow such compliance policies and procedures in performing its services under this Agreement; and(e) The Sub-Adviser will cooperate with the chief compliance officer of the Trust in connection with the implementation and operation of the Trusts compliance policies and procedures adopted pursuant to Rule 38a-1 under the 1940 Act, and will prepare necessary reports and provide the Trusts chief compliance officer with access to information reasonably necessary for the Trust to comply with Rule 38a-1.4. Portfolio Transactions(a) In the performance of its duties under this Agreement, the Sub-Adviser will place orders either directly with the issuer or with any broker B-4or dealer. Subject to the other provisions of this paragraph, in placing orders with brokers and dealers, the Sub-Adviser will attempt to obtain the best price and the most favorable execution of its orders, and all such brokerage placement shall be made in compliance with Section 28(e) of the Securities Exchange Act of 1934, as amended. In placing orders, the Sub-Adviser will consider the experience and skill of the firms securities traders as well as the firms financial responsibility and administrative efficiency. Consistent with this obligation, the Sub-Adviser may select brokers on the basis of the research, statistical and pricing services they provide to the Trust and other clients of the Sub-Adviser. Information and research received from such brokers will be in addition to, and not in lieu of, the services required to be performed by the Sub-Adviser hereunder. A commission paid to such brokers may be higher than that which another qualified broker would have charged for effecting the same transaction, provided that the Sub-Adviser determines in good faith that such commission is reasonable in terms either of the transaction or the overall responsibility of the Sub-Adviser to the Trust and its other clients and that the total commissions paid by the Trust will be reasonable in relation to the benefits to the Trust over the long-term. In no instance, however, will the Trusts securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except to the extent permitted by the SEC or by applicable law.(b) At the request of the Adviser or the Trust, the Sub-Adviser will identify and provide a written description to the Adviser and the Board of Trustees of the Trust of soft dollar arrangements that the Sub-Adviser maintains with respect to the Trust or with brokers or dealers that execute transactions for the Trust, and of research and other services provided to the Sub-Adviser by a broker or dealer (whether prepared by such broker or dealer or by a third party) as a result, in whole or in part, of the direction of Trust transactions to the broker or dealer. (c) From time to time, the Sub-Adviser or brokers or dealers affiliated with it may find themselves in a position to buy for certain of their clients (each an Account) securities which the Sub-Advisers investment advisory clients wish to sell, and to sell for certain of their clients securities which advisory clients wish to buy. Where one of the parties is an advisory client, the Sub-Adviser or the affiliated broker or dealer cannot participate in this type of transaction (known as a cross transaction) on behalf of an advisory client and retain commissions from one or both parties to the transaction without the advisory clients consent. This is because in a situation where the Sub-Adviser is making the investment decision (as opposed to a brokerage client who makes his own investment decisions), and the Sub-Adviser or an affiliate is receiving commissions from both sides of the transaction, there is a potential conflicting division of loyalties and responsibilities on the Sub-Advisers part regarding the advisory client. However, the SEC has adopted a rule under the Advisers Act that permits the Sub-Adviser or its affiliates to participate on behalf of an Account in agency cross transactions if the advisory client has given written consent in advance. Therefore, by execution of this Agreement, the Trust authorizes the Sub-Adviser or its affiliates to participate in agency cross transactions involving an Account. The Trust may revoke its consent at any time by written notice to the Sub-Adviser.5. ConfidentialityEach of the Trust, the Adviser and the Sub-Adviser acknowledge and agree that in satisfying its respective obligations under and performing B-5services in connection with this Agreement, any party may have access to another partys confidential and proprietary information and materials concerning or pertaining to the others business (confidential information). Each party will receive and hold such information in the strictest confidence, and acknowledge, represent, and warrant that it will use its best efforts to protect the confidentiality of this information to the same degree of care as it would its own confidential information. Each party agrees that, without the prior written consent of the other party, which approval shall not be unreasonably withheld, such party will not use, copy, or divulge to third parties or otherwise use, except in accordance with the terms of this Agreement, any confidential information of another party without the prior written consent of such other party; provided, however, this covenant shall not apply to (i) information which is in the public domain now or when it becomes in the public domain in the future, other than by reason of a breach of this Agreement, (ii) information which has come to a party from a lawful source not bound to maintain the confidentiality of such information, other than from any other party or an affiliate or representative of that party, (iii) information which is independently developed without the use of confidential information, (iv) disclosures which are required by law, regulatory authority, regulation or legal process or are made to any regulatory agency in the normal course of an examination, audit or investigation involving such party, or (v) disclosure as reasonably necessary in the course of business to third parties subject to a duty to maintain the confidentiality of the information. Notwithstanding the foregoing, the Sub-Adviser may disclose information it receives from or on behalf of the Trust or the Adviser to officers and employees of the Sub-Adviser or any of its affiliates in the course of providing the services under this Agreement and the Sub-Adviser may disclose the Trusts TIN information to third parties as required to perform the Sub-Advisers services under this Agreement. 6. Services Not Exclusive(a) Nothing in this Agreement shall prevent the Sub-Adviser or any officer, employee or other affiliate thereof from acting as investment adviser for any other person, firm or corporation, or from engaging in any other lawful activity, and shall not in any way limit or restrict the Sub-Adviser or any of its officers, employees or agents from buying, selling or trading any securities for its or their own accounts or for the accounts of others for whom it or they may be acting; provided, however, that the Sub-Adviser will undertake no activities which, in its judgment, will adversely affect the performance of its obligations under this Agreement.(b) The Sub Adviser currently manages, and may in the future manage, other investment accounts and funds, including those with investment objectives similar to the Trust. Securities considered as investments for the Trust may also be appropriate for other investment accounts and funds that may be managed by the Sub-Adviser. Subject to applicable laws and regulations, the Sub-Adviser will attempt to allocate equitably portfolio transactions among the portfolios of its other investment accounts and funds purchasing securities whenever decisions are made to purchase or sell securities by the Trust and one or more of such other accounts or funds over time. In making such allocations, the main factors to be considered by the Sub-Adviser will be the respective investment objectives of the Trust and such other accounts and funds, the relative size of portfolio holdings of the same or comparable securities, the availability of cash for investment by the Trust and such other accounts and funds, the size of investment commitments generally B-6held by the Trust and such accounts and funds, and the opinions of the persons responsible for recommending investments to the Trust and such other accounts and funds. 7. Books and Records(a) The Sub-Adviser undertakes and agrees to maintain or cause others to maintain, in the form and for the period required by Rule 31a-2 under the 1940 Act, all records relating to the Trusts investments that are required to be maintained by the Trust pursuant to the 1940 Act with respect to the Sub-Advisers responsibilities under this Agreement for the Trust, and which are not otherwise maintained by the administrator, fund accounting agent, custodian or other service providers to the Trust.(b) In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which it maintains for the Trust are the property of the Trust and further agrees to surrender promptly to the Trust any such records upon the Trusts request, except for any software or other intellectual property that is proprietary to, or owned or licensed by, the Sub-Adviser or any of its affiliates, which shall remain the property of the Sub-Adviser. Notwithstanding the foregoing, the Sub-Adviser shall retain those original records or copies of records in order to comply with the Advisers Act record keeping requirement, applicable law and its own internal policies.(c) Each of the Adviser and the Trust shall own, have custody of and maintain its general corporate accounts and records. At reasonable times and upon reasonable notice, the Trust shall provide the Sub-Adviser with access to all books, records, accounts, facilities, and personnel necessary or appropriate for the performance of the Sub-Advisers obligations under this Agreement. 8. CustodyNothing in this Agreement will require the Sub-Adviser to take or receive physical possession of cash, securities, or other investments of the Trust. The Trust shall select, engage and maintain at the Trusts expense one or more custodians meeting the requirements of Section 17(f) of the 1940 Act and the rules, regulations and interpretations thereunder (each a Custodian) to serve as Custodian(s) of the Trust assets. The Adviser shall provide the Sub-Adviser, in writing, the identity of each Custodian, any change in a Custodian and all other information regarding the Custodian(s) required for the Sub-Adviser to carry out its duties under this Agreement. The Adviser shall notify each Custodian of the appointment of the Sub-Adviser and of the authority of the Sub-Adviser to effect investments with respect to the Trust assets. All transactions authorized by this Agreement are made by payment to or delivery by the Custodian(s). The Sub-Adviser shall have no rights or responsibilities, including to direct payment or move cash or assets of the Trust, that would be defined as taking custody under the Advisers Act. In connection with the Trusts custody agreement(s), the Adviser and the Trust will ensure that no such rights are given to the Sub-Adviser. The Trust and the Adviser will ensure that the Sub-Adviser may use the Depositary Trust Companys Institutional Delivery System for trade confirmation and settlement. B-79. Expenses(a) During the term of this Agreement, the Sub-Adviser will bear all costs and expenses of its employees and any overhead incurred in connection with its duties hereunder, except as provided pursuant to paragraph (d) of this Section 9, and shall bear the costs of any salaries or trustees fees of any officers or trustees of the Trust who are affiliated persons (as defined in the 1940 Act) of the Sub-Adviser.(b) The Sub-Adviser shall not be responsible for any expenses of the Adviser or the Trust not specifically set forth in this Section 9 or otherwise in any written agreement between the Sub-Adviser and the Trust or the Adviser, as the case may be.(c) The Trust will bear all other costs, fees and expenses of its operations and transactions, including those relating to: (1) organization; (2) calculation of the Trusts net asset value (including the cost and expenses of any independent valuation firm, agent or other provider); (3) expenses payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for the Trust and in monitoring the Trusts investments; (4) interest payable on indebtedness and dividends and distributions on preferred shares, as applicable, if any, incurred to finance the Trusts investments; (5) offerings of the Trusts common shares and other securities (including, all fees, costs and expenses related thereto); (6) fees payable to third parties, including agents, legal counsel, consultants or other advisors, relating to, or associated with, evaluating and making investments; (7) administrator, transfer agent and custodian fees; (8) federal and state registration fees; (9) all costs of registration and listing the Trusts shares on any securities exchange; (10) federal, state and local taxes; (11) independent trustees fees and expenses; (12) costs of preparing and filing reports or other documents required by governmental bodies (including the SEC), including printing costs; (13) costs of any reports, proxy statements or other notices to shareholders, including printing costs; (14) insurance premiums for fidelity bond and other insurance coverage, including the Trusts allocable portion of the fidelity bond, trustees and officers errors and omissions liability insurance, including independent trustees liability insurance, and any other insurance premium; (15) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; (16) brokerage commissions, assignment fees and other costs in connection with the purchase, holding or sale of securities and other investment instruments (including, without limitation, security settlement costs; (17) expenses incidental to holding meetings of the Trusts shareholders, including proxy solicitations therefor; provided, however, that the Trust will not bear such expenses with respect to any meeting of the Trusts shareholders held for the purpose of seeking approval of a new investment sub-advisory agreement in connection with a change of control of the Sub-Adviser; (18) unusual, non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust is a party and legal obligations that the Trust may have to indemnify the Trusts directors, officers and/or employees or agents with respect to these actions, suits or proceedings; and (19) all other expenses incurred by the Trust in connection with administering the Trusts business.B-810. Compensation of the Sub-Adviser(a) The Trust agrees to pay to the Sub-Adviser, and the Sub-Adviser agrees to accept as full compensation for all services rendered by the Sub-Adviser under this Agreement, a monthly fee in arrears in an amount equal to the specified percentage of the advisory fee payable to the Adviser from the Trust (the Sub-Advisory Fee):Average Daily Managed AssetsSub-Adviser Percentage of Management Fees / (Fee Rate)Type of Fee SplitFirst $175 million55% / (0.44%)AbsoluteGreater than $175 million and up to $25050% / (0.40%)BlendedOver $250 million*50% / (0.40%)Absolute* If the Trusts Daily Managed Assets exceed $250 million for a period of more than 10 consecutive trading days, the Trusts management fee split will be reset to 50% to the Sub-Adviser and 50% to the Adviser on an Absolute Fee Split basis.(b) For any period less than a month during which this Agreement is in effect, the fee shall be prorated according to the proportion which such period bears to a full month of 28, 29, 30 or 31 days, as the case may be.(c) Blended Fee Split means the total sub-advisory fees paid to the Sub-Adviser will be a result of different sub-advisory fee rates assessed to different asset levels. By way of example, in a theoretical scenario in which the Trust has Managed Assets of $200 million, the resulting Sub-Advisory Fees for the Sub-Adviser will be equal to (0.44% x $175 million) + (0.40% x $25 million), with a Blended Fee Split of 0.431%.(d) Absolute Fee Split means the total sub-advisory fees paid to the Sub-Adviser will be a result of the applicable fee rate multiplied by all of the Trusts Managed Assets.(e) Managed Assets means the total assets of the Trust, including the assets attributable to the proceeds from financial leverage (including through the issuance of preferred shares or the issuance of senior securities representing indebtedness), minus liabilities, other than liabilities related to any financial leverage.(f) For purposes of this Agreement, the total assets of the Trust shall be calculated pursuant to the procedures adopted by resolutions of the Trusts Board of Trustees for calculating the value of the Trusts assets.(g) The Sub-Adviser may elect from time to time, in its sole discretion, to waive its right to receipt of all or a portion of the Sub-Advisory Fee.11. Representations and Warranties(a) The Trust represents and covenants to the Sub-Adviser as follows:(i) The Trust is duly organized and validly existing under the laws of the State of Delaware with the power to own and possess its assets.B-9(ii) The execution, delivery and performance by the Trust of this Agreement are within the Trusts powers and have been duly authorized by all necessary actions of the Board of Trustees, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (1) any provision of applicable law, rule or regulation, (2) the Trusts governing instruments, or (3) any agreement, judgment, injunction, order, decree or other instruments binding upon the Trust.(iii) The Trust is, or will be prior to commencing operations, registered as a closed-end management investment company under the 1940 Act and the Trusts shares are, or will be prior to commencing operations, registered under the Securities Act of 1933, as amended, and under any applicable state securities laws, or exempt from such registration.(iv) Prior to the Sub-Adviser commencing services under this Agreement, the Trust will have legal title to the assets in the Trust and no restrictions shall exist as to the ownership or transfer of such assets unless specifically set forth in this Agreement.(b) The Adviser represents and covenants to the Sub-Adviser as follows:(i) The Adviser is duly organized and validly existing under the laws of the State of Delaware.(ii) The execution, delivery and performance by the Adviser of this Agreement are within the Advisers powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance of this Agreement by the parties to this Agreement, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (1) any provision of applicable law, rule or regulation, (2) the Advisers governing instruments, or (3) any agreement, judgment, injunction, order, decree or other instruments binding upon the Adviser.(iii) This Agreement constitutes a valid and binding obligation of the Adviser, enforceable against the Adviser in accordance with its terms, except to the extent such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, or similar laws affecting the rights of creditors generally and by general equity principles.(iv) The Adviser is not prohibited by the 1940 Act or B-10the Advisers Act from serving as investment adviser to the Trust.(v) The Adviser hereby acknowledges receipt of Sub-Advisers Form ADV, Part 2 before, or at the time of, signing this Agreement.(c) The Sub-Adviser represents and covenants to the Adviser and the Trust as follows:(i) The Sub-Adviser is duly organized and validly existing under the laws of the State of Wisconsin.(ii) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Advisers powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance of this Agreement by the parties to this Agreement, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (1) any provision of applicable law, rule or regulation, (2) the Sub-Advisers governing instruments, or (3) any agreement, judgment, injunction, order, decree or other instruments binding upon the Sub-Adviser.(iii) This Agreement constitutes a valid and binding obligation of the Sub-Adviser, enforceable against the Sub-Adviser in accordance with its terms, except to the extent such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, or similar laws affecting the rights of creditors generally and by general equity principles.(iv) The Sub-Adviser is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement.12. Certain InformationThe Adviser shall promptly notify the Sub-Adviser, and the Sub-Adviser shall promptly notify the Trust and the Adviser in writing of the occurrence of any of the following events:(a) such party failing to be registered as an investment adviser under the Advisers Act;(b) such party having been served or otherwise have notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Trust;(c) the occurrence of any change in control of such party or any parent of such party within the meaning of the 1940 Act; or B-11(d) the occurrence of any material adverse change in the business or financial position of such party. 13. Limitation on LiabilityThe Sub-Adviser will not be liable for any error of judgment or mistake of law or for any loss suffered by Sub-Adviser, the Adviser or by the Trust in connection with the performance of this Agreement, except a loss resulting from a breach of a fiduciary duty with respect to the receipt of compensation for services or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder). Nothing herein shall constitute a waiver or restriction of any partys rights under applicable federal or state securities laws.14. IndemnificationThe Trust shall indemnify, defend and protect the Sub-Adviser, its members and their respective officers, managers, partners, parent, corporate group affiliates, agents, employees, controlling persons, members, and any other person affiliated with any of them (collectively, the Indemnified Parties) (each of whom shall be deemed a third party beneficiary hereof) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Trust or its security holders) arising out of or otherwise based upon the performance of any of the Sub-Advisers duties or obligations under this Agreement or otherwise as an investment adviser of the Trust. Notwithstanding the foregoing provisions of this Section 14 to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Trust or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of any Indemnified Partys duties or by reason of the reckless disregard of the Sub-Advisers duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder).15. Duration and Termination(a) This Agreement shall become effective as of the Effective Date and, unless sooner terminated with respect to the Trust as provided herein, shall continue in effect for a period of two years. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Trust for successive periods of 12 months, provided such continuance is specifically approved at least annually by both:(i) the vote of a majority of the Trusts Board of Trustees or the vote of a majority of the outstanding voting securities of the Trust at the time outstanding and entitled to vote, and B-12(ii) the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. (b) Notwithstanding the foregoing, this Agreement may be terminated by (i) the Adviser or the Trust at any time, without the payment of any penalty, upon giving the Sub-Adviser 60 days notice (which notice may be waived by the Sub-Adviser), provided that such termination by the Trust shall be directed or approved by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Trust at the time outstanding and entitled to vote, or (ii) the Sub-Adviser on 60 days written notice to the Trust and the Adviser (which notice may be waived by the Trust or the Adviser on behalf of both the Trust and the Adviser). (c) This Agreement will immediately terminate in the event of its assignment and will immediately terminate upon any termination of the Investment Advisory Agreement between the Trust and the Adviser.(d) As used in this Agreement, the terms majority of the outstanding voting securities, interested person and assignment shall have the same meanings of such terms in the 1940 Act.(e) The terms of Sections 5, 7, 10, 13, 14, 18, 19 and 20 of this Agreement shall survive the termination of this Agreement.16. NoticesAny notice under this Agreement shall be in writing to the other parties and shall be considered as properly given or made if (a) sent by overnight delivery by a nationally recognized air courier service, (b) sent by electronic mail with no receipt of error in the delivery, or (c) mailed by registered or certified mail, return receipt requested, and if addressed to the respective address listed below:If to Adviser, to: XA Investments, LLC 321 North Clark Street #2430 Chicago, IL 60654 Attention: General CounselIf to the Trust, to:Madison Covered Call & Equity Strategy Fund 321 North Clark Street #2430 Chicago, IL 60654 Attention: Chief Executive OfficerIf to Sub-Adviser, to:Madison Investment Holdings, Inc. 550 Science Drive Madison, WI 53711 Attention: Steven A. Carlor at such address as the other party may designate from time to time for the receipt of such notice and shall be deemed effective on receipt.17. Amendment of this AgreementNo provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. Any amendment of this Agreement shall be subject to the 1940 Act.B-1318. Governing LawThis Agreement shall be governed by and construed in accordance with the laws of the State of Delaware for contracts to be performed entirely therein without reference to choice of law principles thereof and in accordance with the applicable provisions of the 1940 Act. WAIVER OF JURY TRIAL AND PUNITIVE DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND ANY RIGHT TO SEEK PUNITIVE OR CONSEQUENTIAL DAMAGES.19. Use of the NameThe Sub-Adviser has consented to the use by the Trust of the name or identifying word Madison in the name of the Trust. Such consent is conditioned upon the employment of the Sub-Adviser as the investment sub-adviser to the Trust. The name or identifying word Madison may be used from time to time solely in connection with the Sub-Advisers services under this Agreement. The Sub-Adviser may require the Trust to cease using Madison in the name of the Trust, if the Trust ceases to employ, for any reason, the Sub-Adviser, any successor thereto or any affiliate thereof as investment sub-adviser of the Trust. If so required by the Sub-Adviser, the Trust will cease using Madison in its name as promptly as practicable and make all reasonable efforts to remove Madison from its name.20. Miscellaneous(a) The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.(b) If any provision of this Agreement is invalid, illegal, or unenforceable under applicable law of mandatory application, the validity, legality, and enforceability of that provision or condition in other instances and of the remaining provisions and conditions are not in any way affected thereby. (c) Nothing contained in this Agreement will be deemed to require the Trust to take any action contrary to the Trusts Amended and Restated Agreement and Declaration of Trust or By-laws, as they may be amended and/or restated from time to time, with notice to the Sub-Adviser, or any applicable statute or regulation, or to relieve or deprive the Board of Trustees of its responsibility for and control of the conduct of the affairs of the Trust. (d) This Agreement shall be binding on, and shall inure to the benefit of the parties hereto and their respective successors.(e) This Agreement may be executed in counterparts by the parties hereto, each of which when executed is deemed to be an original and all of which together are deemed to be one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.B-14(f) This Agreement constitutes the entire understanding and agreement, and supersedes any and all other proposals, understandings, and agreements among the parties with respect to the subject matter hereof.IN WITNESS WHEREOF, the parties hereto have caused the foregoing instrument to be executed by their duly authorized officers, all as of the day and the year first above written.MADISON COVERED CALL & EQUITY STRATEGY FUNDBy: Name: Title: XA INVESTMENTS LLCBy: Name: Title: MADISON ASSET MANAGEMENT, LLCBy: Name: Title: B-15EXHIBIT COTHER FUNDS WITH SIMILAR INVESTMENT OBJECTIVESMadison. The table below provides information regarding other registered investment companies managed by Madison which have a similar investment objective as the Fund.Name of Other FundOther Funds Investment ObjectiveAdvisers Management FeeNet Assets as of December 31, 2023Has Adviser Agreed to Waive or Reduce its Management Fee under any Applicable Contract?Madison Covered Call & Equity Income FundSeeks to provide consistent total return and, secondarily, to provide a high level of income and gains from option premiums.0.85%$261,020,326NoMadison Covered Call ETFSeeks to provide consistent total return and secondarily, to produce a high level of income and gains.0.90%1$82,690,175No1 Pursuant to an investment advisory agreement between Madison and the Madison ETFs Trust, on behalf of each series thereof (each, a Series), each Series has agreed to pay an annual unitary management fee to Madison. This unitary management fee is designed to pay each Series expenses and to compensate Madison for the services it provides to each Series. Out of the unitary management fee, Madison pays substantially all expenses of each Series, including the cost of investment management services, transfer agency, custody, fund administration, legal, audit and other service and license fees. The unitary fee does not cover, and therefore, each Series pays directly, interest, taxes, brokerage commissions, acquired fund fees and expenses and other expenses connected with the execution of portfolio transactions, distribution, and service fees payable pursuant to a Rule 12b-1 plan, if any, and extraordinary expenses.XAI. XAI does not manage other registered investment companies which have a similar investment objective as the Fund.C-1THIS PAGE INTENTIONALLY LEFT BLANKEVERY VOTE IS IMPORTANTMADISON COVERED CALL & EQUITY STRATEGY FUNDPO Box 43131Providence, RI 02940-3131VOTING OPTION:VOTE ON THE INTERNETLog on to:www.proxy-direct.comor scan the QR codeFollow the on-screen instructionsavailable 24 hoursVOTE BY PHONECall 1-800-337-3503Follow the recorded instructionsavailable 24 hoursVOTE BY MAILVote, sign and date this Proxy Card and return in the postage-paid envelopePlease detach at perforation before mailing.PROXYMADISON COVERED CALL & EQUITY STRATEGY FUNDSPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 15, 2024THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES. Greg D. Hoppe and Kyle Schalow (the Proxyholders), or any of them, each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Special Meeting of shareholders of the Madison Covered Call & Equity Strategy Fund (the "Fund"), to be held on Tuesday, October 15, 2024 at 9:00 a.m., local time at the offices of Madison Asset Management, LLC, 550 Science Drive, Madison, Wisconsin 53711, and any adjournments or postponements thereof.Shares represented by this proxy card when properly executed will be voted in the manner directed herein by the shareholder, and in the discretion of such proxies, upon any and all other matters as may properly come before the Special Meeting or any adjournment or postponement thereof. If no direction is made, on a properly executed card, this proxy will be voted "FOR" the proposals. If any of the Trustee nominees for any reason are unable or unwilling to serve, the Proxyholders will vote for the election of such other person as they may consider qualified. The shareholder hereby acknowledges receipt of this Notice of Special Meeting and Proxy Statement for the Special Meeting to be held on October 15, 2024.VOTE VIA THE INTERNET: www.proxy-direct.comVOTE VIA THE TELEPHONE: 1-800-337-3503MCC__34064_062724PLEASE MARK, SIGN, AND DATE ON THE REVERSE SIDE AND RETURN THE PROXY CARD USING THE ENCLOSED ENVELOPE.xxxxxxxxxxxxxx codeEVERY SHAREHOLDERS VOTE IS IMPORTANTImportant Notice Regarding the Availability of Proxy Materials for theSpecial Meeting to Be Held on October 15, 2024.The Proxy Statement for this meeting is available at:https://www.madisonfunds.com/MCNproxyPlease detach at perforation before mailing. TO VOTE, MARK BOXES BELOW IN BLUE OR BLACK AS SHOWN IN THIS EXAMPLE: xA.Proposals. THE BOARD RECOMMENDS YOU VOTE FOR THE FOLLOWING PROPOSALS: FOR AGAINST ABSTAIN 1. To approve a new investment advisory agreement between the Fund and XA Investments, LLC. FOR AGAINST ABSTAIN2. To approve a new investment subadvisory agreement among the Fund, Madison Asset Management, LLC and XA Investments, LLC. 3. To approve the election of five trustees to the Board of Trustees. FOR WITHHOLD01. Danielle Cupps* 02. Gregory Dingens** 03. Philip Franklin** 04. Scott Craven Jones*** 05. William Meyers*** *Class I Trustee to serve until the Funds 2027 Annual Meeting of Shareholders or until her successor shall have been elected and qualified.**Class II Trustee to serve until the Funds 2025 Annual Meeting of Shareholders or until his successor shall have been elected and qualified.***Class III Trustee to serve until the Funds 2026 Annual Meeting of Shareholders or until his successor shall have been elected and qualified.B. Authorized Signatures This section must be completed for your vote to be counted. Sign and Date Below.Note: Please sign exactly as your name(s) appear(s) on this proxy card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature.Date (mm/dd/yyyy) Please print date belowSignature 1 Please keep signature within the boxSignature 2 Please keep signature within the boxScanner bar code xxxxxxxxxxxxxx MCC 34064 xxxxxxxx Class I Trustee, since 2017; current term ends 2026Clearwater Capital Management (investment advisory firm), Naples, FL, Chair and Chief Executive Officer, 1998 Present.34Madison Funds (15 open end funds) and Ultra Series Fund (14 open end funds), 2004 Present; Madison ETFs (4 open end funds), June 2023 Present. Clearwater Capital Management (investment advisory firm), Naples, FL, Chair and Chief Executive Officer, 1998 Present.34Madison Funds (15 open end funds) and Ultra Series Fund (14 open end funds), 2004 Present; Madison ETFs (4 open end funds), June 2023 Present. Madison Funds (15 open end funds) and Ultra Series Fund (14 open end funds), 2004 Present; Madison ETFs (4 open end funds), June 2023 Present. Name and Year of Birth Position(s) Held with Fund and Length of Time Served Principal Occupation(s)During the Past Five YearsNumber of Portfolios Overseen inMadison Fund Complex (1)Other Directorshipsheld by TrusteeScott C. Jones1962Class II Trustee, since 2021; current term ends 2027See Mr. Jones biographical information in table above under the heading New Board of Trustees Nominees.16See Mr. Jones biographical information in table above under the heading New Board of Trustees Nominees.Steven P. Riege1954Class III Trustee, since 2015; current term ends 2025Ovation Leadership (management consulting), Milwaukee, WI, Owner/President, 2001 Present.Madison Funds (15 open end funds) and Ultra Series Fund (14 open end funds), 2005 Present; Madison ETFs (4 open end funds), June 2023 PresentInterested TrusteesJill M. Friedow(2)1964Class II Trustee, since 2023; current term ends 2027Vice President, 2023 PresentMadison Investment Holdings, Inc. (MIH), Madison Investment Advisors, LLC (MIA) and Madison Asset Management, LLC (Madison), Chief Technology Officer & Director of Operations, 2019-Present; Vice President & Director of Operations, 2010 - 2019; Vice President & Operations Manager, 2003-2010; Operations Manager, 1999-2003.30Madison Funds (15 open end funds) and Ultra Series Fund (14 open end funds), 2023 Present.(1) The term Madison Fund Complex refers to (i) the Madison Funds with 15 portfolios, (ii) the Ultra Series Fund with 14 portfolios, (iii) the Madison ETFs Trust with 4 active portfolios, and (iv) the Fund.(2) Ms. Friedow is an interested person of the Fund because of her position with Madison.For the Funds last fiscal year, the Current Board met five times. Each member of the Current Board attended 100% of the board meetings and the meetings of the board committees on which the trustee served during such period. Shareholders wishing to communicate with the Current Board or individual trustees should send such correspondence to the offices of Madison, 28550 Science Drive, Madison, Wisconsin 53711, c/o MCN, Secretary. Shareholder communications will be sent directly to the applicable board member(s). The Fund currently does not have a policy with respect to board members attendance at shareholder meetings.Current Executive Officers of the FundThe following table sets forth information concerning the current executive officers of the Fund, each of whom is expected to resign following the Closing of the Transaction, as the New Board is expected to appoint executive officers from the XAI organization and/or service providers to XAI. Jill Friedow is a Vice President of the Fund, and her biographical information is provided under the heading Information about the Current Board of Trustees, above. The mailing address for each current executive officer is 550 Science Drive, Madison, Wisconsin 53711.Name and Year of BirthPosition(s) Held with FundTerm of Office and Length of Time ServedPrincipal Occupation(s) During Past Five YearsPatrick F. Ryan1979PresidentSince March 2020Madison and MIA, Head of Multi-Asset Solutions and Portfolio Manager, 2018 Present; Madison Funds and Ultra Series Fund, President, March 2020 - Present; Madison ETFs, President, June 2023 PresentSteve J. Fredricks1970Chief Compliance Officer and Assistant SecretarySince 2018Madison and MIA, Chief Legal Officer, March 2020 Present and Chief Compliance Officer, 2018 Present; Madison Funds and Ultra Series Fund, Chief Compliance Officer and Assistant Secretary, 2018 - Present; Madison ETFs, Compliance Officer and Assistant Secretary, June 2023 Present; Jackson National Asset Management, LLC, Senior Vice President and Chief Compliance Officer, 2005 2018Greg D. Hoppe1969Vice President;Chief Financial OfficerSince March 2020; Since 2019MIH and MIA, Vice President, 1999 - Present; Madison, Vice President, 2009 Present; Madison Funds and Ultra Series Fund, Chief Financial Officer, 2019 - Present; Madison ETFs, Chief Financial Officer and Treasurer, June 2023 Present29Name and Year of BirthPosition(s) Held with FundTerm of Office and Length of Time ServedPrincipal Occupation(s) During Past Five YearsKyle Schalow1995Assistant TreasurerSince July 2024Madison and MIA, Senior Accountant, 2022 - Present; Madison Funds, Ultra Series Fund and Madison ETFs Trust, Assistant Treasurer, July 2024 PresentBaker Tilly US LLP, Senior Accountant, 2018 2022Terri Wilhelm1968Secretary;Assistant SecretarySince July 2024; from 2022 - June 2024Madison and MIA, Senior Compliance Analyst, September 2022 Present; Madison Funds and Ultra Series Fund, Secretary, July 2024 - Present and Assistant Secretary 2022 June 2024; Madison ETFs, Secretary July 2024 - Present and Assistant Secretary, June 2023 July 2024;State of Wisconsin Investment Board, Senior Paralegal, 2017 2022Brandon Redwing1979Assistant Secretary andAnti-Money Laundering OfficerSince July 2024Madison and MIA, Mutual Fund Operations Manager, April 2024 - Present; Madison Funds, Ultra Series Fund and Madison ETFs Trust, Assistant Secretary and Anti-Money Laundering Officer, July 2024 Present. SS&C Technologies, Client Relationship Manager 2020 March 2024Current Board Committees, Leadership Structure and Risk Oversight Committees. The Current Board has determined that the efficient conduct of the trustees affairs makes it desirable to delegate responsibility for certain specific matters to committees of the Current Board. The committees meet as often as necessary, either in conjunction with regular meetings of the trustees or otherwise. The Current Board currently has two standing committees: the Audit Committee and the Nominating and Governance Committee.Audit Committee. The Current Board has an Audit Committee which is comprised of Richard E. Struthers (Chair), Steven P. Riege and Scott C. Jones. In addition to being independent trustees, as defined under the 1940 Act, each of these trustees also meets the additional independence requirements set forth in the NYSE Listed Company rules. The Audit Committee is charged with selecting an independent registered public accounting firm for the Fund and reviewing accounting matters with the Funds independent registered public accounting firm. The Audit Committee 30of the Current Board met four times during the last fiscal year. The Audit Committee presents the following report:The Audit Committee: (i) reviewed and discussed with management of the Fund the audited financial statements of the Fund for the fiscal year ended December 31, 2023; (ii) discussed with the Funds independent registered public accounting firm the matters required to be discussed under Public Company Accounting Oversight Board ("PCAOB") Auditing Standard No. 16, Communications with Audit Committee and all other communications required by other PCAOB Standards or Rules; and (iii) received the written disclosures and the letter from the Funds independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent accountants communications with the Audit Committee concerning the independence of the Funds independent registered public accounting firm. Based on these reviews and discussions, the Audit Committee recommended to the Current Board that the financial statements be included in the Funds Annual Report for the fiscal year ended December 31, 2023 and filed with the SEC.The Audit Committee is governed by a written charter, the most recent version of which was approved by the Current Board on May 23, 2024 (the Audit Committee Charter). In accordance with proxy rules promulgated by the SEC, the Funds Audit Committee Charter is required to be filed at least once every three years as an exhibit to the Funds proxy statement, and was last filed in 2022 as Attachment A to the Funds proxy statement. It is also available on the Funds website at www.madisonfunds.com. You may request a hard copy of the Audit Committee Charter to be mailed to you by calling the Fund toll-free at 1-800-767-0300.Nominating & Governance Committee. The Current Board has a Nominating & Governance Committee which is comprised of Steven P. Riege (Chair), Richard E. Struthers and Scott C. Jones. In addition to being independent trustees, as defined under the 1940 Act, each of these trustees also meets the additional independence requirements set forth in the NYSE Listed Company rules. The Nominating & Governance Committee of the Current Board met four times during the last fiscal year.The Nominating & Governance Committee is governed by a written charter, the most recent version of which was approved by the Current Board on February 22, 2024 (the Nominating & Governance Committee Charter). In accordance with proxy rules promulgated by the SEC, the Funds Nominating & Governance Committee Charter is required to be filed at least once every three years as an exhibit to the Funds proxy statement, and was last filed in 2022 as Attachment B to the Funds proxy statement. It is also available on the Funds website at www.madisonfunds.com. You may request a hard copy of the Nominating & Governance Committee Charter to be mailed to you by calling the Fund toll-free at 1-800-767-0300.As part of its duties, the Nominating & Governance Committee makes recommendations to the full Current Board with respect to candidates for the board. The Nominating & Governance Committee also will consider 31trustee candidates recommended by shareholders. In considering candidates submitted by shareholders, the Nominating & Governance Committee will take into consideration the needs of the board and the qualifications of the candidate. To have a candidate considered by the Nominating & Governance Committee, a shareholder must submit the recommendation in writing and must include the information required by the Procedures for Shareholders to Submit Nominee Candidates, which are set forth in Appendix A to the Nominating & Governance Committee Charter. The shareholder recommendation must be sent to the Funds Secretary, c/o Madison Asset Management, LLC, 550 Science Drive, Madison, Wisconsin 53711.Leadership Structure. The Current Board is relatively small and operates in a collegial atmosphere. Although no member is formally charged with acting as Chair, Mr. Ryan, the President of the Fund, acts as the Chairperson of board meetings. All Current Board members are expected to provide their input into establishing the boards meeting agenda. Likewise, each Current Board meeting contains a standing agenda item for any board member to raise new or additional items he or she believes is important in connection with Fund governance. The Current Board has charged Mr. Riege with acting as the lead independent trustee for purposes of communicating with Madison, the Funds Chief Compliance Officer, counsel to the independent trustees and Fund counsel on matters relating to the Current Board as a whole. The independent trustees often meet in executive session without representatives of Madison present (including meetings with counsel, the Chief Compliance Officer, and the Funds independent public accounting firm).Current Boards Role in Risk Oversight. Madison is responsible for the overall risk management of the Fund, which includes supervising its affiliated and third-party service providers and identifying and mitigating possible events that could adversely impact the Funds business, operations or performance. Risks to the Fund include investment, legal, compliance and regulatory risks, as well as the risk of operational failure or lack of business continuity. The Current Board oversees risk management of the Funds investment programs through the Audit Committee and through oversight by the Current Board itself. The Chief Compliance Officer of the Fund, who reports directly to the independent trustees, provides the Current Board with quarterly updates and a comprehensive annual report regarding the processes and controls in place to address regulatory, compliance, legal and operational risk. The Current Board exercises its oversight in conjunction with Madison, the Funds Chief Compliance Officer, Fund counsel and counsel to the independent trustees by requesting reports and presentations at regular intervals throughout the year. Additionally, the Audit Committee receives periodic reports from the Funds independent accountants. The Current Boards committee structure requires an independent trustee to serve as chair of the Nominating & Governance Committee and the Audit Committee. The Current Board receives regular written reports describing and analyzing the investment performance of the Fund. In addition, the portfolio managers of the Fund meet with the Current Board periodically to discuss portfolio performance and answer the Boards questions with respect to portfolio strategies and risks. The Current Board also receives regular written reports from the Funds Chief Financial Officer that enable the Board to monitor the number of fair valued securities in the Funds portfolio, the reasons for the fair valuation and the methodology used to arrive at the fair value. Such reports 32also include information concerning illiquid securities within the Funds portfolio. The Current Board and/or the Audit Committee may also review valuation procedures and pricing results with the Funds independent auditors in connection with the review of the results of the audit of the Funds year-end financial statements. The Current Board also receives regular compliance reports prepared by the compliance staff of Madison, and meets regularly with the Funds Chief Compliance Officer to discuss compliance issues, including compliance risks. As required under applicable rules, the independent trustees meet regularly in executive session with the Funds Chief Compliance Officer. The Current Board also adopts compliance policies and procedures for the Fund and approves such procedures as appropriate for certain of the Funds service providers. The compliance policies and procedures are specifically designed to detect and prevent violations of the federal securities laws.The Current Board recognizes that it is not possible to identify all of the risks that may affect the Fund or to develop processes and controls to eliminate or mitigate their occurrence or effects. The Current Board periodically reviews the effectiveness of its oversight of the Fund and the processes and controls in place to limit identified risks. The Current Board may, at any time and in its discretion, change the manner in which it conducts its risk oversight role.Given the small size of the Current Board, its committee structure, the openness of Current Board meetings to active input by all Current Board members, its utilization of executive sessions, the role of the lead independent trustee and the Current Boards quarterly focus on compliance and risk management, the Current Board has determined that its current leadership structure is appropriate for the protection of Fund investors.New Board Proposed Committees, Leadership Structure and Risk Oversight Committees. It is expected that the New Board will establish two standing committees, an Audit Committee and a Governance Committee. The committees are expected to meet as often as necessary, either in conjunction with regular meetings of the trustees or otherwise.Audit Committee. The Audit Committee will be generally responsible for reviewing and evaluating issues related to the accounting and financial reporting policies and internal controls of the Fund and, as appropriate, the internal controls of certain service providers, overseeing the quality and objectivity of the Funds financial statements and the audit thereof and acting as a liaison between the New Board and the Funds independent registered public accounting firm. It is expected that the Audit Committee will be composed entirely of independent trustees. The Audit Committee will be governed by a written Audit Committee Charter, which will be approved by the New Board at its first meeting. Once approved, a copy of the Audit Committee Charter will be available on the Funds website at www.xainvestments.com.Governance Committee. The Governance Committee will be responsible for recommending qualified candidates to the New Board in the event that a position is vacated or created. In considering trustee nominee candidates, the Governance Committee will take into account a wide variety of factors, including the overall diversity of the New Boards composition. It is expected that the Governance Committee will be composed entirely of 33independent trustees. It is anticipated that the Governance Committee will consider recommendations by shareholders if a vacancy were to exist. In considering candidates recommended to the Governance Committee by shareholders, the Governance Committee will take into consideration the needs of the New Board and the qualifications of the candidate. The Governance Committee may also take into consideration the number of shares held by the recommending shareholder and the length of time that such shares have been held. In order to be considered, following the Closing Date, such recommendations should be forwarded to the Secretary of the Fund, c/o XA Investments LLC, 321 North Clark Street, Suite 2430, Chicago, Illinois 60654. The Governance Committee will be governed by a written Governance Committee Charter, which will be approved by the New Board at its first meeting. Once approved, a copy of the Governance Committee Charter will be available on the Funds website at www.xainvestments.com.Leadership Structure. The primary responsibility of the New Board will be to represent the interests of the Fund and its shareholders, and to provide oversight of the management of the Fund. The New Board will be comprised of five trustees, four of whom (including the chairperson) are independent trustees and one of whom is an interested trustee. Generally, the New Board will act by majority vote of all the trustees, including a majority vote of the independent trustees if required by applicable law.It is proposed that Mr. Dingens will be appointed as the independent chairperson, who will preside at meetings of the New Board and who will be responsible for, among other things, setting the tone of New Board meetings and seeking to encourage open dialogue and independent inquiry among the New Trustees and management. The New Board will meet regularly four times each year to discuss and consider matters concerning the Fund, and also hold special meetings to address matters arising between regular meetings. Regular meetings generally will take place in-person; other meetings may take place in-person or by telephone. The New Board will establish two standing committees (as described above) and will delegate certain responsibilities to those committees, each of which will be comprised solely of independent trustees. The New Board and its committees will meet periodically throughout the year to oversee the Funds activities, review contractual arrangements with service providers, review the Funds financial statements, oversee compliance with regulatory requirements, and review performance. The independent trustees will be represented by independent legal counsel at board and committee meetings and will regularly meet outside the presence of Fund management. The New Board believes that this leadership structure, including an independent chairperson, a supermajority of independent trustees and committee membership limited to independent trustees, is appropriate in light of the characteristics and circumstances of the Fund.New Boards Role in Risk Oversight. The New Board will oversee risk directly and through the committee structure it intends to establish. As described above, the New Board expects to establish an Audit Committee and a Governance Committee to assist in its oversight functions, including its oversight of the risks of the Fund. Each committee will report its activities to the New Board on a regular basis. The New Board intends to adopt and periodically review policies, procedures and controls designed to address different types of risks, including, among others, investment risk, liquidity risk, operational risk, and valuation risk, as well as the overall business risk 34relating to the Fund. The New Board will also oversee the implementation of a variety of processes, procedures and controls by the Fund, XAI, Madison and other service providers to the Fund to address various risks. In addition, as part of the New Boards anticipated periodic review of the Funds service provider agreements, including agreements with XAI and Madison, the New Board may consider risk management aspects of the service providers operations and the functions for which they are responsible.The New Board will appoint a Chief Compliance Officer for the Fund, who will oversee the development of compliance policies and procedures of the Fund that are reasonably designed to minimize the risk of violations of the federal securities laws. The Chief Compliance Officer will report directly to the New Boards independent trustees, and will provide presentations to the New Board at its quarterly meetings and an annual report on the application of the compliance policies. The New Board will discuss relevant risks affecting the Fund with the Chief Compliance Officer at these meetings. The New Board will approve compliance policies and will review the Chief Compliance Officers reports. Further, the New Board will annually review the effectiveness of the compliance policies, as well as the appointment and compensation of the Chief Compliance Officer.The New Board will require officers of the Fund to report to the New Board on a variety of matters at regular and special meetings of the New Board and its committees, as applicable, including matters relating to risk management. The Audit Committee will also receive reports from the Funds independent registered public accounting firm on internal control and financial reporting matters. In addition, the New Board will receive reports from XAI and Madison on the investments and securities trading of the Fund. The New Board will also require XAI and Madison to report to the New Board on other matters relating to risk management on a regular and as-needed basis.Board CompensationThe following table sets forth the compensation paid to each member of the Current Board by the Fund for the Funds fiscal year ended December 31, 2023. In addition, all independent trustees are reimbursed for reasonable travel and out-of-pocket expenses incurred to attend meetings of the Current Board or its committees. The Funds interested trustees and officers receive no compensation from the Fund for performing the duties of their office. 35Trustee NameAggregate Compensationfrom FundTotal Compensation from Fund and Madison Fund Complex(1)Scott C. Jones$12,000$74,000Steven P. Riege(2)$13,000$123,000Richard E. Struthers$12,000$115,000(1) The term Madison Fund Complex refers to (i) the Madison Funds with 15 portfolios, (ii) the Ultra Series Fund with 14 portfolios, (iii) the Madison ETFs Trust with 4 active portfolios, and (iv) the Fund. (2) As lead independent trustee, Mr. Riege receives an additional $8,000 from the Madison Fund Complex, $1,000 of which is allocated to the Fund.Board Transactions with Fund AffiliatesAs of the date hereof, none of the independent trustees on the Current Board, the nominees for independent trustee on the New Board, nor their immediate family members owned beneficially or of record any securities of Madison, XAI, or any of their affiliates. In addition, during the past five years, neither the independent trustees on the Current Board, the nominees for independent trustee on the New Board, nor members of their immediate families, had a direct or indirect interest, the value of which exceeds $120,000, in Madison, XAI, or any of their affiliates. Likewise, since the beginning of the last two completed fiscal years of the Fund, neither the independent trustees on the Current Board, the nominees for independent trustee on the New Board, nor members of their immediate families had a direct or indirect interest in any transaction or series of transactions, the value of which exceeds $120,000 and to which any of the following persons was (or is to be) a party: (i) the Fund, (ii) any officer of the Fund, or (iii) Madison, XAI, or any of their affiliates. Consequences of Shareholders not approving the New BoardIf the New Board is not approved by shareholders, the Fund will abandon all three Proposals, and Madison will continue to serve as the investment adviser of the Fund and the Current Board will continue to oversee the Fund. Recommendation of the Board of TrusteesFor the reasons set forth above, the Current Board recommends that shareholders of the Fund vote FOR each New Trustee.36ADDITIONAL INFORMATIONInformation about the FundThe Fund is a closed-end management investment company organized as a Delaware statutory trust. Madison Asset Management, LLC is the investment adviser to the Fund. Madisons principal office is located at 550 Science Drive, Madison, Wisconsin 53711. In addition to investment management services, under the Existing Advisory Agreement, Madison is also responsible for managing the Funds administrative affairs under an Existing Services Agreement, and in this capacity, oversees State Street Bank and Fund Company (State Street), which currently serves as sub-administrator to the Fund. State Streets address is 801 Pennsylvania Avenue, Kansas City, Missouri 64105. The Funds current custodian is State Street, and its current transfer agent is Computershare, 150 Royall Street, Suite 101, Canton, MA 02021. The Fund does not place any brokerage transactions with any affiliates of Madison. XA Investments LLC is proposed to be the new investment adviser to the Fund as a result of the Transaction, with Madison serving as the subadviser to the Fund. XAIs principal office is located at 321 North Clark Street, Suite 2430, Chicago, Illinois 60654. Information about MadisonMadison Asset Management, LLC was founded in 1974, and is a direct, wholly-owned (100% owned) subsidiary of Madison Investment Holdings (MIH), the ultimate corporate parent of Madison. Both Madisons and MIH's principal office is located at 550 Science Drive, Madison, Wisconsin 53711. As of May 31, 2024, Madison and its affiliates managed approximately $25.7 billion in assets, including open-end mutual funds, separately managed accounts and wrap accounts. Exhibit B contains information with respect to other funds managed by Madison which have a similar investment objective as the Fund. The mailing address of principal officers and directors of MIH is 550 Science Drive, Madison, Wisconsin 53711. Information regarding the principal executive officers and directors of Madison is as follows: NameTitle/Principal OccupationSteven CarlChairman of the Board and Board Member of MIH; (Principal Executive Officer; Chief Distribution Officer)Paul LefurgeyBoard Member of MIH(Retired)Frank BurgessBoard Member of MIH(Retired)Richard EisingerBoard Member of MIH(Head of Equities, Portfolio Manager)Information about XAIXA Investments LLC was founded in 2016 by XMS Capital Partners. XAIs principal office is located at 321 North Clark Street, Suite 2430, Chicago, Illinois 60654. As of May 31, 2024, XAI and its affiliates managed $681 million in assets, including two closed-end funds. XAI also provides investment fund restructuring and consulting services focused on closed-end 37funds. Exhibit B contains information with respect to other funds managed by XAI which have a similar investment objective as the Fund. Information regarding the principal executive officers and directors of XAI is as follows:NameTitleJohn Yogi SpenceCo-Chief Executive OfficerTheodore F. BrombachCo-Chief Executive OfficerKimberly Ann FlynnPresidentBenjamin D. McCullochGeneral Counsel & Managing DirectorKevin B. DavisManaging Director & Head of SalesInformation about Independent Registered Public Accounting FirmFor the fiscal years ended December 31, 2022 and December 31, 2023, and the current fiscal year ending December 31, 2024, Deloitte & Touche LLP (D&T) has been selected as the Funds independent registered public accounting firm by the Audit Committee of the Fund to audit the accounts of the Fund. The Fund does not know of any direct or indirect financial interest of D&T in the Fund. Representatives of D&T will not be in attendance at the Meeting.Audit Fees. The aggregate fees billed to the Fund by D&T for professional services rendered for the audit of the Funds annual financial statements for the Funds fiscal years ended December 31, 2022 and December 31, 2023 were approximately $23,950 and $24,450, respectively.Audit-Related Fees. The aggregate fees billed by D&T and approved by the Audit Committee of the Fund for the Funds fiscal years ended December 31, 2022 and December 31, 2023 for assurance and related services reasonably related to the performance of the audit of the Funds annual financial statements were $0 and $0, respectively. D&T did not perform any other assurance and related services that were required to be approved by the Funds Audit Committee for such periods.Tax Fees. The aggregate fees billed by D&T and approved by the Audit Committee of the Fund for the Funds fiscal years ended December 31, 2022 and December 31, 2023 for professional services rendered for tax compliance, tax advice, and tax planning were approximately $4,652 and $4,799, respectively (such fees relate to tax services provided by D&T in connection with the review of the Funds tax returns). D&T did not perform any other tax compliance or tax planning services or render any tax advice that was required to be approved by the Funds Audit Committee for such periods.All Other Fees. Other than those services described above, D&T did not perform any other services on behalf of the Fund for the Funds fiscal years ended December 31, 2022 and December 31, 2023.Audit Committees Pre-Approval Policies and Procedures. As noted above, the Audit Committee is governed by the Audit Committee Charter, which includes Pre-Approval Policies and Procedures. The Audit Committee of the Fund has (i) pre-approved all audit and non-audit services provided by D&T to the Fund, and (ii) all non-audit services provided by D&T to Madison, or any entity controlling, controlled by, or under common control with Madison that provides ongoing services to the Fund which are related to the operations of the Fund (of which there were none), for the fiscal years ended December 3831, 2022 and December 31, 2023. None of the services described above for the Funds fiscal years ended December 31, 2022 and December 31, 2023 were approved by the Audit Committee pursuant to the pre-approval exception under Rule 2-01(c)(7)(i)(c) of Regulation S-X promulgated by the SEC.Voting InformationGeneral; Record Date. The record holders of the outstanding shares of the Fund as of the close of business on July 22, 2024 (the Record Date) are entitled to vote at the Meeting and any adjournment or postponement thereof. Each shareholder is entitled to one vote per share and a fractional vote with respect to fractional shares. Whether you expect to be personally present at the Meeting or not, we encourage you to vote by proxy. You can do this by phone or the Internet or by completing, dating, signing, and returning the accompanying proxy card using the enclosed postage prepaid envelope. By voting by proxy, your shares will be voted as you instruct. If no choice is indicated, your shares will be voted FOR each Proposal, and in the discretion of the persons named as proxies on such other matters that properly may come before the Meeting.Any shareholder giving a proxy may revoke it at any time before it is exercised at the Meeting by submitting to the Secretary of the Fund a written notice of revocation or a subsequently signed proxy card (i.e., a later-dated proxy), or by attending the Meeting and voting in person. A prior proxy can also be revoked by proxy voting again through the website or toll-free number noted on the enclosed proxy card. Proxy cards and written notices of revocation must be received by the Fund prior to the Meeting. If not so revoked, the shares represented by the proxy will be voted at the Meeting and any postponements or adjournments of the Meeting. Attendance by a shareholder at the Meeting does not by itself revoke a proxy.As of the Record Date, the Fund had 21,087,537 shares issued and outstanding.Solicitation of Proxies and Related Costs. The solicitation of proxies will occur principally by mail. In addition to solicitation by mail, certain officers and representatives of the Fund and officers and employees of Madison (who will receive no extra compensation for their services) and representatives of the Funds proxy solicitor, Computershare, may solicit proxies by telephone, the Internet, facsimile, letter, or other electronic means. If instructions are recorded by telephone, the person soliciting the proxies will use procedures designed to authenticate shareholders identities to allow shareholders to authorize the voting of their shares in accordance with their instructions, and to confirm that a shareholders instructions have been properly recorded.The expenses incurred in connection with preparing the Proxy Statement and its enclosures and all related legal and proxy solicitation expenses will be paid by Madison and/or XAI. These expenses are estimated to be approximately $250,000.Quorum. In order for a vote on any Proposal to be taken at the Meeting, there must exist a quorum of shareholders of the Fund eligible to vote on such Proposal. To have a quorum, the holders of a majority of the shares entitled to vote on each Proposal must be present in person or by proxy at the Meeting. 39For this purpose, whether a quorum exists is determined on a Proposal-by-Proposal basis.Abstentions and Broker Non-Votes. For purposes of determining the presence of a quorum for each Proposal, abstentions and broker non-votes are treated as present. Broker non-votes occur when a nominee holding shares for a beneficial owner does not vote on a Proposal because the nominee does not have discretionary voting powers with respect to that Proposal and has not received instructions from the beneficial owner. Abstentions and broker non-votes have the effect of a vote against Proposals 1 and 2, while abstentions and broker non-votes have no effect on the outcome of Proposal 3. Adjournment. It may become necessary from time to time to adjourn the Meeting in order to allow more time to solicit additional proxies, as necessary, if there are insufficient votes at the time of the Meeting to constitute a quorum or to approve any Proposal. Under the Funds governing documents, any meeting of shareholders, whether or not a quorum is present, may be adjourned from time to time by: (i) the vote of the majority of the shares represented at that meeting, either in person or by proxy; or (ii) in his or her discretion by the chairperson of the meeting. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting. Accordingly, if a quorum is not present at the Meeting with respect to any Proposal, it is expected that the holders of proxies will vote to authorize the adjournment of the Meeting with respect to such Proposal(s) in order to solicit additional proxies. Even if a quorum is present at the Meeting with respect to some or all Proposals, but there are insufficient votes to approve a Proposal, it is also expected that the holders of proxies will vote to authorize the adjournment of the Meeting to solicit additional proxies with respect to such Proposal(s). If the Meeting is adjourned, the adjourned meeting must be held not later than 180 days after the Record Date and may be held without further notice, other than an announcement at the Meeting in accordance with the Funds governing documents and as permitted under Delaware law. Votes Required to Pass the ProposalsProposal 1. In order for the New Advisory Agreement to be approved, it must be approved by the holders of a majority of the outstanding voting securities of the Fund. The term majority of the outstanding voting securities (as defined in the 1940 Act and used in this Proxy Statement) means: the affirmative vote of the lesser of (i) 67% or more of the voting securities of the Fund present at the Meeting if more than 50% of the outstanding voting securities of the Fund are present in person or by proxy, or (ii) more than 50% of the outstanding voting securities of the Fund. Proposal 2. In order for the New Subadvisory Agreement to be approved, it must be approved by the holders of a majority of the outstanding voting securities of the Fund, using the same definition of this term described above regarding Proposal 1. Proposal 3. In order for the New Trustees to be elected, the entire slate of nominees must be approved by the affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote at the Meeting. Votes withheld will have the same effect as a vote against the Proposal.Please note that if you sign, date, and return the proxy card, but do not specify a vote on each Proposal, your shares will be voted in favor of each Proposal, and in the discretion of the proxies named therein with respect to any other 40business that may properly come before the Meeting or any postponements or adjournments thereof. IMPORTANT: Each Proposal must be approved in order for the Fund to move forward with any of the Proposals. If shareholders do not approve one of the Proposals, the Fund will abandon all three Proposals, and Madison will continue to serve as the investment adviser of the Fund and the Current Board will continue to oversee the Fund. No Dissenters RightsShareholders have no rights under applicable law or the Funds Declaration of Trust or Bylaws to exercise dissenters rights of appraisal with respect to any Proposal.Summary of Certain Aspects of Delaware Control Share Acquisition StatuteThe Fund is subject to the control share acquisition statute (the Control Share Statute) contained in Subchapter III of the Delaware Statutory Trust Act (the DSTA), which became automatically applicable to listed closed-end funds, such as the Fund.The Control Share Statute provides for a series of voting power thresholds above which shares are considered control beneficial interests (referred to here as control shares). Once a threshold is reached, an acquirer has no voting rights under the DSTA with respect to shares acquired in excess of that threshold (i.e., the control shares) unless approved by shareholders of the Fund or exempted by the Board. The Control Share Statute provides procedures for an acquirer to request a shareholder meeting for the purpose of considering whether voting rights shall be accorded to control shares.The foregoing is only a summary of certain aspects of the Control Share Statute. Some uncertainty around the application under the 1940 Act of state control share statutes exists as a result of recent federal and state court decisions that have found that certain control share acquisition provisions violate the 1940 Act.Security Ownership of Management, Trustees and Principal ShareholdersAs of the Record Date, to the best of the knowledge of the Fund, no trustee or officer of the Fund beneficially owned 1% or more of the outstanding shares of the Fund, and the trustees and the officers of the Fund, as a group, beneficially owned less than 1% of the outstanding shares of the Fund. The Current Board is not aware of any arrangements, the operation of which may result in a change in control of the Fund. The following table shows the dollar range of the Funds equity securities that are beneficially owned* by each member of the Current Board and the existing officers as of the Record Date. As of the same date, the nominees for New Trustee did not hold any equity securities of the Fund. * Beneficial Ownership is determined in accordance with Section 16a-1(a)(2) of the Exchange Act.41Trustee/Officer NameDollar Range of Beneficially-Owned Securities of the FundAggregate Dollar Range of Beneficially-Owned Securities of the Madison Fund Complex(1)Scott C. JonesNoneOver $100,000Steven P. RiegeNone$10,001 - $50,000Richard E. StruthersNone$10,001 - $50,000Jill M. Friedow$0 - $10,000$50,001 - $100,000Patrick F. RyanNoneOver $100,000Steve J. FredricksNone$50,001 - $100,000Greg D. HoppeNoneOver $100,000Brandon RedwingNone$1 - $10,000Kyle SchalowNoneNoneTerri WilhelmNoneNone(1) The term Madison Fund Complex refers to (i) the Madison Funds with 15 portfolios, (ii) the Ultra Series Fund with 14 portfolios, (iii) the Madison ETFs Trust with 4 active portfolios, and (iv) the Fund.As of the Record Date, to the knowledge of the Fund, no person owned of record or owned beneficially more than 5% of the voting securities of the Fund.Section 16 Beneficial Ownership Reporting ComplianceSection 16(a) of the Exchange Act and Section 30(h) of the 1940 Act require the Funds executive officers and trustees, certain officers of the Funds investment adviser, affiliated persons of the investment adviser, and persons who beneficially own more than 10% of the Funds shares to file certain reports of ownership (Section 16 filings) with the SEC and the NYSE. Based upon the Funds review of the copies of such forms effecting the Section 16 filings received by it, the Fund believes that for Funds fiscal year ended December 31, 2023, all filings applicable to such persons were completed and filed in a timely manner.HouseholdingThe SEC has adopted rules that permit investment companies, such as the Fund, to satisfy delivery requirements for proxy statements with respect to two or more shareholders sharing the same address by delivering a single proxy statement addressed to those shareholders. This process, which is commonly referred to as householding, could result in extra convenience and cost savings for the Fund and its shareholders.If possible, depending on shareholder registration and address information, and unless you have otherwise opted out, only one copy of this Proxy Statement will be sent to shareholders at the same address. However, each shareholder will receive separate proxy cards. If you currently receive multiple copies of proxy statements or shareholder reports and would like to request to receive a single copy of documents in the future, please contact your financial services firm.42Shareholder Proposals for Subsequent MeetingsShareholder proposals intended for inclusion in the Funds proxy statement in connection with the Funds 2025 Annual Meeting of Shareholders pursuant to Rule 14a-8 under the Exchange Act, must be received by the Fund at its principal executive offices by February 12, 2025. In order for the proposals made outside of Rule 14a-8 under the Exchange Act to be considered timely within the meaning of Rule 14a-4(c) under the Exchange Act, such proposals much be received by the Fund at its principal executives offices not later than the close of business on May 3, 2025, nor earlier than the close of business on April 3, 2025. The timely submission of a proposal does not guarantee its inclusion. Whether a proposal is included in a proxy statement will be determined in accordance with applicable federal and state laws, as well as the Funds governing documents.Other Matters to Come Before the MeetingNo business other than the Proposals described in this Proxy Statement are expected to come before the Meeting, but should any other matter requiring a vote of shareholders arise, the persons named as proxies will vote thereon in their discretion according to their best judgment in the interests of the Fund and its shareholders.Dated: August 7, 2024PLEASE COMPLETE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED ENVELOPE. YOU MAY ALSO VOTE BY INTERNET OR TELEPHONE IN ACCORDANCE WITH THE INSTRUCTIONS SET FORTH ON THE ENCLOSED PROXY CARD.43EXHIBIT ANEW INVESTMENT ADVISORY AGREEMENTINVESTMENT ADVISORY AGREEMENTINVESTMENT ADVISORY AGREEMENT (the Agreement), dated as of [ ], 2024 between Madison Covered Call and Equity Strategy Fund, a Delaware statutory trust (the Trust), and XA Investments LLC, a Delaware limited liability company (the Adviser).WHEREAS, the Adviser has agreed to furnish investment management and advisory services to the Trust, a closed-end management investment company registered under the Investment Company Act of 1940, as amended (the 1940 Act);WHEREAS, the Adviser is a registered investment adviser under the Investment Advisers Act of 1940, as amended (the Advisers Act); WHEREAS, this Agreement has been approved in accordance with the provisions of the 1940 Act, and the Adviser is willing to furnish such services upon the terms and conditions herein set forth; andNOW, THEREFORE, in consideration of the mutual premises and covenants herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged, it is agreed by and between the parties hereto as follows:1. Appointment(a) The Trust hereby appoints the Adviser to act as the investment adviser to the Trust and to furnish the management and investment advisory services described herein, for the period and upon the terms herein set forth.(b) The Adviser hereby agrees, all as more fully set forth herein, to act as investment adviser to the Trust with respect to the investment of the Trusts assets and to supervise and arrange for the day-to-day operations of the Trust and the purchase of securities for and the sale of securities held in the investment portfolio of the Trust.(c) The Adviser for all purposes in this Agreement will be deemed to be an independent contractor and, unless otherwise expressly provided or authorized in this Agreement, will have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. 2. Duties and Obligations of the Adviser with Respect to Investment of Assets of the Trust. (a) Subject to the direction and control of the Trusts Board of Trustees, the Adviser shall:(i) act as investment adviser for and supervise and manage the investment and reinvestment of the Trusts assets and, in connection therewith, have complete discretion in purchasing and selling securities and other assets for the Trust and in voting, exercising consents and exercising all other rights appertaining to such securities and other A-1assets on behalf of the Trust; (ii) supervise the investment program of the Trust and the composition of its investment portfolio; and (iii) arrange, subject to the provisions of Section 5 hereof, for the purchase and sale of securities and other assets held in the investment portfolio of the Trust. (b) In performing its duties under this Section 2, the Adviser may delegate some or all of its duties and obligations under this Agreement to one or more investment sub-advisers; provided, however, that any such delegation shall be pursuant to an agreement with terms agreed upon by the Trust and approved in a manner consistent with the 1940 Act and provided, further, that no such delegation shall relieve the Adviser from its duties and obligations of management and supervision of the management of the Trusts assets pursuant to this Agreement and to applicable law.(c) The Adviser shall maintain business continuity, cybersecurity, disaster recovery and backup capabilities and facilities in keeping with industry standards and Securities and Exchange Commission (SEC) requirements through which the Adviser will be able to perform its obligations hereunder with minimal disruptions or delay. (d) To the extent prohibited by Regulation S-P, the Adviser and its affiliates will not disclose any non-public personal information, as defined in Regulation S-P, received from the Trust regarding any shareholder unless in accordance with an exception under Regulation S-P, or as otherwise may be permitted by law. The Adviser represents and warrants that, in accordance with applicable state privacy laws and Regulation S-P, it has implemented safeguards by adopting policies and procedures reasonably designed to: (i) insure the security and confidentiality of records and non-public personal information of shareholders; (ii) protect against any anticipated threats or hazards to the security or integrity of shareholder records and non-public personal information; and (iii) protect against unauthorized access to or use of such shareholder records or non-public personal information that could result in substantial harm or inconvenience to any shareholder. The Adviser shall treat confidentially all records of the Trust and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where the Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or (ii) when so requested by the Trust.(e) The Adviser acknowledges that, in compliance with the Bank Secrecy Act, as amended, the USA PATRIOT Act, and any implementing regulations thereunder (together, the AML Laws), the Trust has adopted anti-money laundering policies and procedures (the AML Policies). The Adviser agrees to comply with the Trusts AML Policies and the AML Laws, as the same may apply to the Adviser, now and in the future, and understands and agrees that the Trust may disclose information regarding the Adviser to governmental and/or regulatory or self-regulatory authorities to the extent required by applicable law or regulation and may file reports with such authorities as may be required by such law or regulation.A-2(f) The Adviser shall provide such information as may reasonably be requested by the Board under Section 15(c) of the 1940 Act in connection with its annual consideration of this Agreement.3. Duties and Obligations of the Adviser with Respect to the Management of the TrustThe Adviser shall perform the management services necessary for the operation of the Trust, including providing the Trust necessary personnel and such other services as the Adviser, subject to review by the Board of Trustees, from time to time shall determine to be necessary or useful to perform its obligations under this Agreement. The Adviser, also on behalf of the Trust, shall conduct relations with administrators, custodians, depositories, transfer agents, pricing agents, investor support service providers, investor relations providers, dividend disbursing agents, other shareholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable.4. Covenants(a) In the performance of its duties under this Agreement, the Adviser shall at all times conform to, and act in accordance with, any requirements imposed by:(i) the provisions of the 1940 Act and the Advisers Act and all applicable Rules and Regulations of the SEC; (ii) any other applicable provision of law; (iii) the provisions of this Agreement and Declaration of Trust and By-Laws of the Trust, as such documents are amended from time to time; (iv) the investment objective, policies and restrictions of the Trust as set forth in its Registration Statement on Form N-2; and (v) any policies and determinations of the Board of Trustees of the Trust.(b) The Adviser will maintain a written code of ethics (the Code of Ethics) pursuant to Rule 17j-1 under the 1940 Act, a copy of which will be provided to the Trust, and will institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Adviser will follow such Code of Ethics in performing its services under this Agreement.(c) The Adviser will maintain compliance policies and procedures adopted pursuant to Rule 206(4)-7 under the Advisers Act and Rule 38a-1 under the 1940 Act, a copy of which will be provided to the Trust, and follow such compliance policies and procedures in performing its services under this Agreement; and(d) The Adviser will cooperate with the chief compliance officer of the Trust in connection with the implementation and operation of the Trusts compliance policies and procedures adopted pursuant to Rule 38a-1 under the 1940 Act, and will prepare necessary reports and provide the Trusts chief compliance officer with access to information reasonably necessary for the Trust to comply with Rule 38a-1.A-35. Portfolio Transactions(a) In the performance of its duties under this Agreement, the Adviser will place orders either directly with the issuer or with any broker or dealer. Subject to the other provisions of this paragraph, in placing orders with brokers and dealers, the Adviser will attempt to obtain the best price and the most favorable execution of its orders, and all such brokerage placement shall be made in compliance with Section 28(e) of the Securities Exchange Act of 1934, as amended. In placing orders, the Adviser will consider the experience and skill of the firms securities traders as well as the firms financial responsibility and administrative efficiency. Consistent with this obligation, the Adviser may select brokers on the basis of the research, statistical and pricing services they provide to the Trust and other clients of the Adviser. Information and research received from such brokers will be in addition to, and not in lieu of, the services required to be performed by the Adviser hereunder. A commission paid to such brokers may be higher than that which another qualified broker would have charged for effecting the same transaction, provided that the Adviser determines in good faith that such commission is reasonable in terms either of the transaction or the overall responsibility of the Adviser to the Trust and its other clients and that the total commissions paid by the Trust will be reasonable in relation to the benefits to the Trust over the long-term. In no instance, however, will the Trusts securities be purchased from or sold to the Adviser, or any affiliated person thereof, except to the extent permitted by the SEC or by applicable law.(b) At the request of the Board of Trustees of the Trust, the Adviser will identify and provide a written description to the Board of Trustees of soft dollar arrangements that the Adviser maintains with respect to the Trust or with brokers or dealers that execute transactions for the Trust, and of research and other services provided to the Adviser by a broker or dealer (whether prepared by such broker or dealer or by a third party) as a result, in whole or in part, of the direction of Trust transactions to the broker or dealer. (c) From time to time, the Adviser or brokers or dealers affiliated with it may find themselves in a position to buy for certain of their clients (each an Account) securities which the Advisers investment advisory clients wish to sell, and to sell for certain of their clients securities which other advisory clients wish to buy. Where one of the parties is an advisory client, the Adviser or the affiliated broker or dealer cannot participate in this type of transaction (known as a cross transaction) on behalf of an advisory client and retain commissions from one or both parties to the transaction without the advisory clients consent. This is because in a situation where the Adviser is making the investment decision (as opposed to a brokerage client who makes his own investment decisions), and the Adviser or an affiliate is receiving commissions from both sides of the transaction, there is a potential conflicting division of loyalties and responsibilities on the Advisers part regarding the advisory client. The SEC has adopted a rule under the Advisers Act that permits the Adviser or its affiliates to participate on behalf of an Account in agency cross transactions if the advisory client has given written consent in advance. By execution of this Agreement, the Trust authorizes the Adviser or its affiliates to participate in agency cross transactions involving an Account. The Trust may revoke its consent at any time by written notice to the Adviser.A-46. ConfidentialityEach of the Trust and the Adviser acknowledge and agree that pursuant to this Agreement, either party may have access to the other partys confidential and proprietary information and materials concerning or pertaining to the others business. Each party will receive and hold such information in the strictest confidence, and acknowledge, represent, and warrant that it will use its best efforts to protect the confidentiality of this information. Each party agrees that, without the prior written consent of the other party, which approval shall not be unreasonably withheld, they will not use, copy, or divulge to third parties or otherwise use, except in accordance with the terms of this Agreement, any information obtained from or through the other party in connection with this Agreement; provided, however, this covenant shall not apply to information (i) which is in the public domain now or when it becomes in the public domain in the future, other than by reason of a breach of this Agreement, (ii) which has come to either party from a lawful source not bound to maintain the confidentiality of such information, other than from the other party or an affiliate or representative of that party, (iii) disclosures which are required by law, regulatory authority, regulation or legal process or are made to any regulatory agency in the normal course of an examination, audit or investigation involving such party, or (iv) disclosure as reasonably necessary in the course of business to third parties subject to a duty to maintain the confidentiality of the information.7. Services Not Exclusive(a) Nothing in this Agreement shall prevent the Adviser or any officer, employee or other affiliate thereof from acting as investment adviser for any other person, firm or corporation, or from engaging in any other lawful activity, and shall not in any way limit or restrict the Adviser or any of its officers, employees or agents from buying, selling or trading any securities for its or their own accounts or for the accounts of others for whom it or they may be acting; provided, however, that the Adviser will undertake no activities which, in its judgment, will adversely affect the performance of its obligations under this Agreement.(b) The Adviser may manage other investment accounts and funds, including those with investment objectives similar to the Trust. Securities considered as investments for the Trust may also be appropriate for other investment accounts and funds that may be managed by the Adviser. Subject to applicable laws and regulations, the Adviser will attempt to allocate equitably portfolio transactions among the portfolios of its other investment accounts and funds purchasing securities whenever decisions are made to purchase or sell securities by the Trust and one or more of such other accounts or funds simultaneously. In making such allocations, the main factors to be considered by the Adviser will be the respective investment objectives of the Trust and such other accounts and funds, the relative size of portfolio holdings of the same or comparable securities, the availability of cash for investment by the Trust and such other accounts and funds, the size of investment commitments generally held by the Trust and such accounts and funds, and the opinions of the persons responsible for recommending investments to the Trust and such other accounts and funds. 8. Books and Records(a) The Adviser undertakes and agrees to maintain or cause others to maintain, in the form and for the period required by Rule 31a-2 A-5under the 1940 Act, all records relating to the Trusts investments that are required to be maintained by the Trust pursuant to the 1940 Act with respect to the Advisers responsibilities under this Agreement for the Trust, and which are not otherwise maintained by the administrator, fund accounting agent, custodian or other service providers to the Trust.(b) In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Adviser hereby agrees that all records which it maintains for the Trust are the property of the Trust and further agrees to surrender promptly to the Trust any such records upon the Trusts request. 9. CustodyNothing in this Agreement will require the Adviser to take or receive physical possession of cash, securities, or other investments of the Trust. 10. Expenses(a) During the term of this Agreement, the Adviser will bear all costs and expenses of its employees and any overhead incurred in connection with its duties hereunder, except as provided pursuant to paragraph (c) of this Section 10, and shall bear the costs of any salaries or trustees fees of any officers or trustees of the Trust who are affiliated persons (as defined in the 1940 Act) of the Adviser.(b) The Trust will bear all other costs, fees and expenses of its operations and transactions, including those relating to: (1) organization; (2) calculation of the Trusts net asset value (including the cost and expenses of any independent valuation firm, agent or other provider); (3) expenses payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for the Trust and in monitoring the Trusts investments; (4) interest payable on indebtedness and dividends and distributions on preferred shares, as applicable, if any, incurred to finance the Trusts investments; (5) offerings of the Trusts common shares and other securities (including, all fees, costs and expenses related thereto); (6) fees payable to third parties, including agents, legal counsel, consultants or other advisors, relating to, or associated with, evaluating and making investments; (7) administrator, transfer agent and custodian fees; (8) federal and state registration fees; (9) all costs of registration and listing the Trusts shares on any securities exchange; (10) federal, state and local taxes; (11) independent trustees fees and expenses; (12) costs of preparing and filing reports or other documents required by governmental bodies (including the SEC), including printing costs; (13) costs of any reports, proxy statements or other notices to shareholders, including printing costs; (14) insurance premiums for fidelity bond and other insurance coverage, including the Trusts allocable portion of the fidelity bond, trustees and officers errors and omissions liability insurance, including independent trustees liability insurance, and any other insurance premium; (15) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; (16) brokerage commissions, assignment fees and other costs in connection with the purchase, holding or sale of securities and other investment instruments (including, without limitation, security settlement costs); (17) expenses incidental to holding meetings of the Trusts shareholders, including proxy solicitations therefor; provided, however, that the Trust will not bear such expenses with respect to any meeting of the Trusts shareholders held for the purpose of seeking shareholder approval of a new investment advisory agreement in connection A-6with a change of control of the Adviser; (18) unusual, non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust is a party and legal obligations that the Trust may have to indemnify the Trusts directors, officers and/or employees or agents with respect to these actions, suits or proceedings; and (19) all other expenses incurred by the Trust in connection with administering the Trusts business.(c) The Trust may, if and to the extent approved by the Board of Trustees, including a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, from time to time reimburse the Adviser for certain costs and expenses incurred by the Adviser in connection with the management of the Trusts assets, which may include the Trusts allocable share of portfolio management and trading software costs, research expenses (including modeling and analytic software costs), diligence expenses and out-of-pocket travel costs incurred in connection with the management of the Trusts assets. For the avoidance of doubt, in no event shall expenses associated with the general overhead of the Adviser be reimbursed by the Trust.11. Compensation of the Adviser(a) The Trust agrees to pay to the Adviser and the Adviser agrees to accept as full compensation for all services rendered by the Adviser as such, a monthly fee in arrears at an annual rate equal to 0.80% of the Trusts average daily value of the Trusts Managed Assets. For any period less than a month during which this Agreement is in effect, the fee shall be prorated according to the proportion which such period bears to a full month of 28, 29, 30 or 31 days, as the case may be. (b) Managed Assets means the total assets of the Trust, including the assets attributable to the proceeds from financial leverage (including through the issuance of preferred shares or the issuance of senior securities representing indebtedness), minus liabilities, other than liabilities related to any financial leverage. (c) For purposes of this Agreement, the total assets of the Trust shall be calculated pursuant to the procedures adopted by resolutions of the Trustees of the Trust for calculating the value of the Trusts assets.(d) The Adviser may elect from time to time, in its sole discretion, to waive its right to reimbursement or its receipt of the advisory fee.12. Representations and Warranties(a) The Trust represents and covenants to the Adviser as follows:(i) The Trust is duly organized and validly existing under the laws of the State of Delaware with the power to own and possess its assets.(ii) The execution, delivery and performance by the Trust of this Agreement are within the Trusts powers and have been duly authorized by all necessary actions of the Board of Trustees, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or A-7regulation, (ii) the Trusts governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instruments binding upon the Trust.(iii) The Trust is, or will be prior to commencing operations, registered as a closed-end management investment company under the 1940 Act and the Trusts shares are, or will be prior to commencing operations, registered under the Securities Act of 1933, as amended, and under any applicable state securities laws, or exempt from such registration.(b) The Adviser represents and covenants to the Trust as follows:(i) The Adviser is duly organized and validly existing under the laws of the State of Delaware.(ii) The execution, delivery and performance by the Adviser of this Agreement are within the Advisers powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance of this Agreement by the parties to this Agreement, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Advisers governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instruments binding upon the Adviser.(iii) The Adviser is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement.13. Limitation on LiabilityThe Adviser will not be liable for any error of judgment or mistake of law or for any loss suffered by Adviser or by the Trust in connection with the performance of this Agreement, except a loss resulting from a breach of a fiduciary duty with respect to the receipt of compensation for services or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder).14. IndemnificationThe Trust shall indemnify, defend and protect the Adviser, its members and their respective officers, managers, partners, agents, employees, controlling persons, members and any other person affiliated with any of them (collectively, the Indemnified Parties) (each of whom shall be deemed a third party beneficiary hereof) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, A-8investigation or other proceeding (including an action or suit by or in the right of the Trust or its security holders) arising out of or otherwise based upon the performance of any of the Advisers duties or obligations under this Agreement or otherwise as an investment adviser of the Trust. Notwithstanding the foregoing provisions of this Section 12 to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Trust or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of any Indemnified Partys duties or by reason of the reckless disregard of the Advisers duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder).15. Duration and Termination(a) This Agreement shall become effective as of the date hereof and, unless sooner terminated with respect to the Trust as provided herein, shall continue in effect for a period of two years. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Trust for successive periods of 12 months, provided such continuance is specifically approved at least annually by both:(i) the vote of a majority of the Trusts Board of Trustees or the vote of a majority of the outstanding voting securities of the Trust at the time outstanding and entitled to vote, and (ii) the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. (b) Notwithstanding the foregoing, this Agreement may be terminated by the Trust at any time, without the payment of any penalty, upon giving the Adviser 60 days notice (which notice may be waived by the Adviser), provided that such termination by the Trust shall be directed or approved by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Trust at the time outstanding and entitled to vote, or by the Adviser on 60 days written notice to the Trust (which notice may be waived by the Trust). (c) This Agreement will immediately terminate in the event of its assignment. (d) As used in this Agreement, the terms majority of the outstanding voting securities, interested person and assignment shall have the same meanings of such terms in the 1940 Act.(e) The terms of Sections 6, 8, 13 and 14, 18, 19 and 20 of this Agreement shall survive the termination of this Agreement.16. NoticesAny notice under this Agreement shall be in writing to the other party at such address as the other party may designate from time to time for the receipt of such notice and shall be deemed to be received on the earlier of the date actually received or on the fourth day after the postmark if such notice is A-9mailed first class postage prepaid.17. Amendment of this AgreementNo provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. Any amendment of this Agreement shall be subject to the 1940 Act.18. Governing LawThis Agreement shall be governed by and construed in accordance with the laws of the State of Delaware for contracts to be performed entirely therein without reference to choice of law principles thereof and in accordance with the applicable provisions of the 1940 Act.19. Use of the NameThe Adviser has consented to the use by the Trust of the name or identifying word XA, XAI or XA Investments in the name of the Trust. Such consent is conditioned upon the employment of the Adviser as the investment adviser to the Trust. The name or identifying word XA, XAI or XA Investments may be used from time to time in other connections and for other purposes by the Adviser and any of its affiliates. The Adviser may require the Trust to cease using XA, XAI or XA Investments in the name of the Trust, if the Trust ceases to employ, for any reason, the Adviser, any successor thereto or any affiliate thereof as investment adviser of the Trust. If so required by the Adviser, the Trust will cease using XA, XAI or XA Investments in its name as promptly as practicable and make all reasonable efforts to remove XA, XAI or XA Investments from its name.20. Miscellaneous(a) The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.(b) If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. (c) Nothing contained in this Agreement will be deemed to require the Trust to take any action contrary to the Trusts Amended and Restated Agreement and Declaration of Trust or By-laws, as they may be amended and/or restated from time to time, or any applicable statute or regulation, or to relieve or deprive the Board of Trustees of its responsibility for and control of the conduct of the affairs of the Trust. (d) This Agreement shall be binding on, and shall inure to the benefit of the parties hereto and their respective successors.(e) This Agreement may be executed in counterparts by the parties hereto, each of which shall constitute an original counterpart, and all of which, together, shall constitute one Agreement. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.A-10(f) This Agreement constitutes the entire understanding and agreement, and supersedes any and all other proposals, understandings, and agreements among the parties with respect to the subject matter hereof.IN WITNESS WHEREOF, the parties hereto have caused the foregoing instrument to be executed by their duly authorized officers, all as of the day and the year first above written.MADISON COVERED CALL & EQUITY STRATEGY FUNDBy: Name: Title: XA INVESTMENTS LLCBy: Name: Title: A-11EXHIBIT BNEW SUBADVISORY AGREEMENTINVESTMENT SUBADVISORY AGREEMENTINVESTMENT SUB-ADVISORY AGREEMENT (the Agreement), dated as of [ ], 2024 (the Effective Date) among Madison Covered Call and Equity Strategy Fund, a Delaware statutory trust (the Trust), XA Investments LLC, a Delaware limited liability company (the Adviser), and Madison Asset Management, LLC a Wisconsin limited liability company (the Sub-Adviser).WHEREAS, the Adviser has agreed to furnish investment management and advisory services to the Trust, a closed-end management investment company registered under the Investment Company Act of 1940, as amended (the 1940 Act);WHEREAS, the investment advisory agreement between the Adviser and the Trust dated as of [ ] (such agreement or the most recent successor agreement between such parties relating to advisory services to the Trust is referred to herein as the Investment Advisory Agreement) contemplates that the Adviser may sub-contract investment advisory services with respect to the Trust to a sub-adviser(s) pursuant to a sub-advisory agreement(s) agreeable to the Trust and approved in accordance with the provisions of the 1940 Act;WHEREAS, the Adviser wishes to retain the Sub-Adviser to provide certain sub-advisory services; WHEREAS, the Sub-Adviser is a registered investment adviser under the Investment Advisers Act of 1940, as amended (the Advisers Act); andWHEREAS, this Agreement has been approved in accordance with the provisions of the 1940 Act, and the Sub-Adviser is willing to furnish such services upon the terms and conditions herein set forth;NOW, THEREFORE, in consideration of the mutual premises and covenants herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged, it is agreed by and between the parties hereto as follows:1. Appointment(a) The Adviser hereby appoints the Sub-Adviser to act as the investment sub-adviser to the Trust and to furnish the services described herein, for the period and upon the terms herein set forth.(b) The Sub-Adviser hereby agrees, all as more fully set forth herein, to act as investment sub-adviser to the Trust and to furnish the services described below with respect to the investment of the Trusts assets and the purchase of securities for and the sale of securities held in the investment portfolio of the Trust.(c) The Sub-Adviser for all purposes in this Agreement will be deemed to be an independent contractor and, unless otherwise expressly provided or authorized in this Agreement, will have no authority to act for or represent the Adviser or the Trust in any way B-1or otherwise be deemed an agent of the Adviser or the Trust. 2. Duties and Obligations of the Sub-Adviser with Respect to Investment of Assets of the Trust(a) Subject to the oversight and supervision of the Adviser and direction and control of the Trusts Board of Trustees, the Sub-Adviser will act as sub-adviser for the Trust and perform one or more of the following services at the request of the Adviser in connection with the investment and reinvestment of the Trusts assets: (i) managing the investment and reinvestment of the assets of the Trust in accordance with the investment policies and guidelines of the Trust;(ii) subject to the provisions of Section 4 hereof, purchasing and selling securities and other assets for the Trust and placing orders for purchases and sales of assets of the Trust; (iii) providing investment research and credit analysis concerning the assets of the Trust; (iv) monitoring on a daily basis the investment activities and portfolio holdings relating to the Trust;(v) voting proxies relating to the Trusts portfolio securities in accordance with the proxy voting policies and procedures of the Sub-Adviser; and(vi) settlement of transactions and completing corporate actions. (b) At the request of the Adviser, the Sub-Adviser will also, subject to the oversight and supervision of the Adviser and the direction and control of the Trusts Board of Trustees, consult with the Adviser as to the overall management of the assets of the Trust and the investment policies and practices of the Trust, including (but not limited to) the use by the Trust of financial leverage and matters relating to such financial leverage (e.g., form, amount and costs) and the utilization by the Trust of any interest rate or other hedging or risk management transactions in connection therewith. (c) In addition, the Sub-Adviser will keep the Trust and the Adviser informed of developments relating to the Sub-Adviser or the Trusts investments materially affecting the Trust and shall, upon request, furnish to the Adviser and the Trust all information relevant to such developments. (d) The Sub-Adviser will periodically communicate to the Adviser or other service providers of the Trust, at such times as the Adviser may request, information concerning the purchase and sale of securities for the Trust and such other information as the Adviser may reasonably require for purposes of fulfilling its obligations to the Trust under the Investment Advisory Agreement.(e) In addition to the investment policies and guidelines of the Trust, the Adviser may from time to time communicate to the Sub-Adviser instructions (the Instructions) in writing that limit or supplement the investment policies and guidelines and are subject to approval by the Sub-B-2Adviser, which approval shall not be unreasonably withheld. Neither the investment policies and guidelines nor the Instructions shall require the Sub-Adviser to obtain capabilities or resources beyond those it possesses as of the Effective Date. The Adviser shall promptly notify the Sub-Adviser, in writing, of any change in the investment policies and guidelines that is made for any reason, including but not limited to a change by the Adviser, the Trust or in any applicable law or regulation. The Adviser acknowledges that the Sub-Adviser may be required to terminate delivery of certain data or services used in managing the Trust in the event the Sub-Adviser is no longer able to obtain such data or services.(f) The Sub-Adviser shall maintain business continuity, cybersecurity, disaster recovery and backup capabilities and facilities in keeping with industry standards and Securities and Exchange Commission (SEC) requirements through which the Sub-Adviser will be able to perform its obligations hereunder with minimal disruptions or delay. (g) To the extent prohibited by Regulation S-P, the Sub-Adviser and its affiliates will not disclose any non-public personal information, as defined in Regulation S-P, received from the Trust regarding any shareholder unless in accordance with an exception under Regulation S-P, or as otherwise may be permitted by law. The Sub-Adviser represents and warrants that, in accordance with applicable state privacy laws and Regulation S-P, it has implemented safeguards by adopting policies and procedures reasonably designed to: (i) insure the security and confidentiality of records and non-public personal information of shareholders; (ii) protect against any anticipated threats or hazards to the security or integrity of shareholder records and non-public personal information; and (iii) protect against unauthorized access to or use of such shareholder records or non-public personal information that could result in substantial harm or inconvenience to any shareholder. The Sub-Adviser shall treat confidentially all records of the Trust and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where the Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or (ii) when so requested by the Trust.(h) The Sub-Adviser acknowledges that, in compliance with the Bank Secrecy Act, as amended, the USA PATRIOT Act, and any implementing regulations thereunder (together, the AML Laws), the Trust has adopted anti-money laundering policies and procedures (the AML Policies). The Sub-Adviser agrees to comply with the Trusts AML Policies and the AML Laws, as the same may apply to the Sub-Adviser, now and in the future, and understands and agrees that the Trust may disclose information regarding the Sub-Adviser to governmental and/or regulatory or self-regulatory authorities to the extent required by applicable law or regulation and may file reports with such authorities as may be required by such law or regulation.(i) The Sub-Adviser shall provide such information as may reasonably be requested by the Adviser and/or the Board of Trustees under Section 15(c) of the 1940 Act in connection with its annual consideration of this Agreement.B-3(i) Nothing in this Agreement is deemed to impose on the Sub-Adviser responsibility for the preparation of the Trusts financial statements or the Trusts other financial and regulatory filing and reporting obligations, provided that the Sub-Adviser shall provide sub-certifications in the form reasonably requested by the Trust relating to the Sub-Advisers services under this Agreement to assist the Trust in complying with the provisions of the Sarbanes-Oxley Act of 2002.3. Covenants(a) In the performance of its duties under this Agreement, the Sub-Adviser shall at all times conform to, and act in accordance with, any requirements imposed by:(i) the provisions of the 1940 Act and the Advisers Act and all applicable Rules and Regulations of the SEC; (ii) any other applicable provision of law; (iii) the provisions of this Agreement and Declaration of Trust and By-Laws of the Trust, as such documents are amended from time to time; (iv) the investment objective, policies and restrictions of the Trust as set forth in its Registration Statement on Form N-2 and as supplemented from time to time by the Trusts shareholder reports and other SEC filings; and (v) any policies and determinations of the Board of Trustees of the Trust.(b) The Sub-Adviser will not consult with any other sub-adviser of the Trust or any other sub-adviser to a fund under common control with the Trust concerning transactions of the Trust in securities or other assets.(c) The Sub-Adviser will maintain a written code of ethics (the Code of Ethics) pursuant to Rule 17j-1 under the 1940 Act, a copy of which will be provided to the Trust and the Adviser, and will institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Sub-Adviser will follow such Code of Ethics in performing its services under this Agreement.(d) The Sub-Adviser will maintain compliance policies and procedures adopted pursuant to Rule 206(4)-7 under the Advisers Act and Rule 38a-1 under the 1940 Act, a copy of which will be provided to the Trust and the Adviser, and follow such compliance policies and procedures in performing its services under this Agreement; and(e) The Sub-Adviser will cooperate with the chief compliance officer of the Trust in connection with the implementation and operation of the Trusts compliance policies and procedures adopted pursuant to Rule 38a-1 under the 1940 Act, and will prepare necessary reports and provide the Trusts chief compliance officer with access to information reasonably necessary for the Trust to comply with Rule 38a-1.4. Portfolio Transactions(a) In the performance of its duties under this Agreement, the Sub-Adviser will place orders either directly with the issuer or with any broker B-4or dealer. Subject to the other provisions of this paragraph, in placing orders with brokers and dealers, the Sub-Adviser will attempt to obtain the best price and the most favorable execution of its orders, and all such brokerage placement shall be made in compliance with Section 28(e) of the Securities Exchange Act of 1934, as amended. In placing orders, the Sub-Adviser will consider the experience and skill of the firms securities traders as well as the firms financial responsibility and administrative efficiency. Consistent with this obligation, the Sub-Adviser may select brokers on the basis of the research, statistical and pricing services they provide to the Trust and other clients of the Sub-Adviser. Information and research received from such brokers will be in addition to, and not in lieu of, the services required to be performed by the Sub-Adviser hereunder. A commission paid to such brokers may be higher than that which another qualified broker would have charged for effecting the same transaction, provided that the Sub-Adviser determines in good faith that such commission is reasonable in terms either of the transaction or the overall responsibility of the Sub-Adviser to the Trust and its other clients and that the total commissions paid by the Trust will be reasonable in relation to the benefits to the Trust over the long-term. In no instance, however, will the Trusts securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except to the extent permitted by the SEC or by applicable law.(b) At the request of the Adviser or the Trust, the Sub-Adviser will identify and provide a written description to the Adviser and the Board of Trustees of the Trust of soft dollar arrangements that the Sub-Adviser maintains with respect to the Trust or with brokers or dealers that execute transactions for the Trust, and of research and other services provided to the Sub-Adviser by a broker or dealer (whether prepared by such broker or dealer or by a third party) as a result, in whole or in part, of the direction of Trust transactions to the broker or dealer. (c) From time to time, the Sub-Adviser or brokers or dealers affiliated with it may find themselves in a position to buy for certain of their clients (each an Account) securities which the Sub-Advisers investment advisory clients wish to sell, and to sell for certain of their clients securities which advisory clients wish to buy. Where one of the parties is an advisory client, the Sub-Adviser or the affiliated broker or dealer cannot participate in this type of transaction (known as a cross transaction) on behalf of an advisory client and retain commissions from one or both parties to the transaction without the advisory clients consent. This is because in a situation where the Sub-Adviser is making the investment decision (as opposed to a brokerage client who makes his own investment decisions), and the Sub-Adviser or an affiliate is receiving commissions from both sides of the transaction, there is a potential conflicting division of loyalties and responsibilities on the Sub-Advisers part regarding the advisory client. However, the SEC has adopted a rule under the Advisers Act that permits the Sub-Adviser or its affiliates to participate on behalf of an Account in agency cross transactions if the advisory client has given written consent in advance. Therefore, by execution of this Agreement, the Trust authorizes the Sub-Adviser or its affiliates to participate in agency cross transactions involving an Account. The Trust may revoke its consent at any time by written notice to the Sub-Adviser.5. ConfidentialityEach of the Trust, the Adviser and the Sub-Adviser acknowledge and agree that in satisfying its respective obligations under and performing B-5services in connection with this Agreement, any party may have access to another partys confidential and proprietary information and materials concerning or pertaining to the others business (confidential information). Each party will receive and hold such information in the strictest confidence, and acknowledge, represent, and warrant that it will use its best efforts to protect the confidentiality of this information to the same degree of care as it would its own confidential information. Each party agrees that, without the prior written consent of the other party, which approval shall not be unreasonably withheld, such party will not use, copy, or divulge to third parties or otherwise use, except in accordance with the terms of this Agreement, any confidential information of another party without the prior written consent of such other party; provided, however, this covenant shall not apply to (i) information which is in the public domain now or when it becomes in the public domain in the future, other than by reason of a breach of this Agreement, (ii) information which has come to a party from a lawful source not bound to maintain the confidentiality of such information, other than from any other party or an affiliate or representative of that party, (iii) information which is independently developed without the use of confidential information, (iv) disclosures which are required by law, regulatory authority, regulation or legal process or are made to any regulatory agency in the normal course of an examination, audit or investigation involving such party, or (v) disclosure as reasonably necessary in the course of business to third parties subject to a duty to maintain the confidentiality of the information. Notwithstanding the foregoing, the Sub-Adviser may disclose information it receives from or on behalf of the Trust or the Adviser to officers and employees of the Sub-Adviser or any of its affiliates in the course of providing the services under this Agreement and the Sub-Adviser may disclose the Trusts TIN information to third parties as required to perform the Sub-Advisers services under this Agreement. 6. Services Not Exclusive(a) Nothing in this Agreement shall prevent the Sub-Adviser or any officer, employee or other affiliate thereof from acting as investment adviser for any other person, firm or corporation, or from engaging in any other lawful activity, and shall not in any way limit or restrict the Sub-Adviser or any of its officers, employees or agents from buying, selling or trading any securities for its or their own accounts or for the accounts of others for whom it or they may be acting; provided, however, that the Sub-Adviser will undertake no activities which, in its judgment, will adversely affect the performance of its obligations under this Agreement.(b) The Sub Adviser currently manages, and may in the future manage, other investment accounts and funds, including those with investment objectives similar to the Trust. Securities considered as investments for the Trust may also be appropriate for other investment accounts and funds that may be managed by the Sub-Adviser. Subject to applicable laws and regulations, the Sub-Adviser will attempt to allocate equitably portfolio transactions among the portfolios of its other investment accounts and funds purchasing securities whenever decisions are made to purchase or sell securities by the Trust and one or more of such other accounts or funds over time. In making such allocations, the main factors to be considered by the Sub-Adviser will be the respective investment objectives of the Trust and such other accounts and funds, the relative size of portfolio holdings of the same or comparable securities, the availability of cash for investment by the Trust and such other accounts and funds, the size of investment commitments generally B-6held by the Trust and such accounts and funds, and the opinions of the persons responsible for recommending investments to the Trust and such other accounts and funds. 7. Books and Records(a) The Sub-Adviser undertakes and agrees to maintain or cause others to maintain, in the form and for the period required by Rule 31a-2 under the 1940 Act, all records relating to the Trusts investments that are required to be maintained by the Trust pursuant to the 1940 Act with respect to the Sub-Advisers responsibilities under this Agreement for the Trust, and which are not otherwise maintained by the administrator, fund accounting agent, custodian or other service providers to the Trust.(b) In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which it maintains for the Trust are the property of the Trust and further agrees to surrender promptly to the Trust any such records upon the Trusts request, except for any software or other intellectual property that is proprietary to, or owned or licensed by, the Sub-Adviser or any of its affiliates, which shall remain the property of the Sub-Adviser. Notwithstanding the foregoing, the Sub-Adviser shall retain those original records or copies of records in order to comply with the Advisers Act record keeping requirement, applicable law and its own internal policies.(c) Each of the Adviser and the Trust shall own, have custody of and maintain its general corporate accounts and records. At reasonable times and upon reasonable notice, the Trust shall provide the Sub-Adviser with access to all books, records, accounts, facilities, and personnel necessary or appropriate for the performance of the Sub-Advisers obligations under this Agreement. 8. CustodyNothing in this Agreement will require the Sub-Adviser to take or receive physical possession of cash, securities, or other investments of the Trust. The Trust shall select, engage and maintain at the Trusts expense one or more custodians meeting the requirements of Section 17(f) of the 1940 Act and the rules, regulations and interpretations thereunder (each a Custodian) to serve as Custodian(s) of the Trust assets. The Adviser shall provide the Sub-Adviser, in writing, the identity of each Custodian, any change in a Custodian and all other information regarding the Custodian(s) required for the Sub-Adviser to carry out its duties under this Agreement. The Adviser shall notify each Custodian of the appointment of the Sub-Adviser and of the authority of the Sub-Adviser to effect investments with respect to the Trust assets. All transactions authorized by this Agreement are made by payment to or delivery by the Custodian(s). The Sub-Adviser shall have no rights or responsibilities, including to direct payment or move cash or assets of the Trust, that would be defined as taking custody under the Advisers Act. In connection with the Trusts custody agreement(s), the Adviser and the Trust will ensure that no such rights are given to the Sub-Adviser. The Trust and the Adviser will ensure that the Sub-Adviser may use the Depositary Trust Companys Institutional Delivery System for trade confirmation and settlement. B-79. Expenses(a) During the term of this Agreement, the Sub-Adviser will bear all costs and expenses of its employees and any overhead incurred in connection with its duties hereunder, except as provided pursuant to paragraph (d) of this Section 9, and shall bear the costs of any salaries or trustees fees of any officers or trustees of the Trust who are affiliated persons (as defined in the 1940 Act) of the Sub-Adviser.(b) The Sub-Adviser shall not be responsible for any expenses of the Adviser or the Trust not specifically set forth in this Section 9 or otherwise in any written agreement between the Sub-Adviser and the Trust or the Adviser, as the case may be.(c) The Trust will bear all other costs, fees and expenses of its operations and transactions, including those relating to: (1) organization; (2) calculation of the Trusts net asset value (including the cost and expenses of any independent valuation firm, agent or other provider); (3) expenses payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for the Trust and in monitoring the Trusts investments; (4) interest payable on indebtedness and dividends and distributions on preferred shares, as applicable, if any, incurred to finance the Trusts investments; (5) offerings of the Trusts common shares and other securities (including, all fees, costs and expenses related thereto); (6) fees payable to third parties, including agents, legal counsel, consultants or other advisors, relating to, or associated with, evaluating and making investments; (7) administrator, transfer agent and custodian fees; (8) federal and state registration fees; (9) all costs of registration and listing the Trusts shares on any securities exchange; (10) federal, state and local taxes; (11) independent trustees fees and expenses; (12) costs of preparing and filing reports or other documents required by governmental bodies (including the SEC), including printing costs; (13) costs of any reports, proxy statements or other notices to shareholders, including printing costs; (14) insurance premiums for fidelity bond and other insurance coverage, including the Trusts allocable portion of the fidelity bond, trustees and officers errors and omissions liability insurance, including independent trustees liability insurance, and any other insurance premium; (15) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; (16) brokerage commissions, assignment fees and other costs in connection with the purchase, holding or sale of securities and other investment instruments (including, without limitation, security settlement costs; (17) expenses incidental to holding meetings of the Trusts shareholders, including proxy solicitations therefor; provided, however, that the Trust will not bear such expenses with respect to any meeting of the Trusts shareholders held for the purpose of seeking approval of a new investment sub-advisory agreement in connection with a change of control of the Sub-Adviser; (18) unusual, non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust is a party and legal obligations that the Trust may have to indemnify the Trusts directors, officers and/or employees or agents with respect to these actions, suits or proceedings; and (19) all other expenses incurred by the Trust in connection with administering the Trusts business.B-810. Compensation of the Sub-Adviser(a) The Trust agrees to pay to the Sub-Adviser, and the Sub-Adviser agrees to accept as full compensation for all services rendered by the Sub-Adviser under this Agreement, a monthly fee in arrears in an amount equal to the specified percentage of the advisory fee payable to the Adviser from the Trust (the Sub-Advisory Fee):Average Daily Managed AssetsSub-Adviser Percentage of Management Fees / (Fee Rate)Type of Fee SplitFirst $175 million55% / (0.44%)AbsoluteGreater than $175 million and up to $25050% / (0.40%)BlendedOver $250 million*50% / (0.40%)Absolute* If the Trusts Daily Managed Assets exceed $250 million for a period of more than 10 consecutive trading days, the Trusts management fee split will be reset to 50% to the Sub-Adviser and 50% to the Adviser on an Absolute Fee Split basis.(b) For any period less than a month during which this Agreement is in effect, the fee shall be prorated according to the proportion which such period bears to a full month of 28, 29, 30 or 31 days, as the case may be.(c) Blended Fee Split means the total sub-advisory fees paid to the Sub-Adviser will be a result of different sub-advisory fee rates assessed to different asset levels. By way of example, in a theoretical scenario in which the Trust has Managed Assets of $200 million, the resulting Sub-Advisory Fees for the Sub-Adviser will be equal to (0.44% x $175 million) + (0.40% x $25 million), with a Blended Fee Split of 0.431%.(d) Absolute Fee Split means the total sub-advisory fees paid to the Sub-Adviser will be a result of the applicable fee rate multiplied by all of the Trusts Managed Assets.(e) Managed Assets means the total assets of the Trust, including the assets attributable to the proceeds from financial leverage (including through the issuance of preferred shares or the issuance of senior securities representing indebtedness), minus liabilities, other than liabilities related to any financial leverage.(f) For purposes of this Agreement, the total assets of the Trust shall be calculated pursuant to the procedures adopted by resolutions of the Trusts Board of Trustees for calculating the value of the Trusts assets.(g) The Sub-Adviser may elect from time to time, in its sole discretion, to waive its right to receipt of all or a portion of the Sub-Advisory Fee.11. Representations and Warranties(a) The Trust represents and covenants to the Sub-Adviser as follows:(i) The Trust is duly organized and validly existing under the laws of the State of Delaware with the power to own and possess its assets.B-9(ii) The execution, delivery and performance by the Trust of this Agreement are within the Trusts powers and have been duly authorized by all necessary actions of the Board of Trustees, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (1) any provision of applicable law, rule or regulation, (2) the Trusts governing instruments, or (3) any agreement, judgment, injunction, order, decree or other instruments binding upon the Trust.(iii) The Trust is, or will be prior to commencing operations, registered as a closed-end management investment company under the 1940 Act and the Trusts shares are, or will be prior to commencing operations, registered under the Securities Act of 1933, as amended, and under any applicable state securities laws, or exempt from such registration.(iv) Prior to the Sub-Adviser commencing services under this Agreement, the Trust will have legal title to the assets in the Trust and no restrictions shall exist as to the ownership or transfer of such assets unless specifically set forth in this Agreement.(b) The Adviser represents and covenants to the Sub-Adviser as follows:(i) The Adviser is duly organized and validly existing under the laws of the State of Delaware.(ii) The execution, delivery and performance by the Adviser of this Agreement are within the Advisers powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance of this Agreement by the parties to this Agreement, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (1) any provision of applicable law, rule or regulation, (2) the Advisers governing instruments, or (3) any agreement, judgment, injunction, order, decree or other instruments binding upon the Adviser.(iii) This Agreement constitutes a valid and binding obligation of the Adviser, enforceable against the Adviser in accordance with its terms, except to the extent such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, or similar laws affecting the rights of creditors generally and by general equity principles.(iv) The Adviser is not prohibited by the 1940 Act or B-10the Advisers Act from serving as investment adviser to the Trust.(v) The Adviser hereby acknowledges receipt of Sub-Advisers Form ADV, Part 2 before, or at the time of, signing this Agreement.(c) The Sub-Adviser represents and covenants to the Adviser and the Trust as follows:(i) The Sub-Adviser is duly organized and validly existing under the laws of the State of Wisconsin.(ii) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Advisers powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance of this Agreement by the parties to this Agreement, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (1) any provision of applicable law, rule or regulation, (2) the Sub-Advisers governing instruments, or (3) any agreement, judgment, injunction, order, decree or other instruments binding upon the Sub-Adviser.(iii) This Agreement constitutes a valid and binding obligation of the Sub-Adviser, enforceable against the Sub-Adviser in accordance with its terms, except to the extent such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, or similar laws affecting the rights of creditors generally and by general equity principles.(iv) The Sub-Adviser is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement.12. Certain InformationThe Adviser shall promptly notify the Sub-Adviser, and the Sub-Adviser shall promptly notify the Trust and the Adviser in writing of the occurrence of any of the following events:(a) such party failing to be registered as an investment adviser under the Advisers Act;(b) such party having been served or otherwise have notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Trust;(c) the occurrence of any change in control of such party or any parent of such party within the meaning of the 1940 Act; or B-11(d) the occurrence of any material adverse change in the business or financial position of such party. 13. Limitation on LiabilityThe Sub-Adviser will not be liable for any error of judgment or mistake of law or for any loss suffered by Sub-Adviser, the Adviser or by the Trust in connection with the performance of this Agreement, except a loss resulting from a breach of a fiduciary duty with respect to the receipt of compensation for services or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder). Nothing herein shall constitute a waiver or restriction of any partys rights under applicable federal or state securities laws.14. IndemnificationThe Trust shall indemnify, defend and protect the Sub-Adviser, its members and their respective officers, managers, partners, parent, corporate group affiliates, agents, employees, controlling persons, members, and any other person affiliated with any of them (collectively, the Indemnified Parties) (each of whom shall be deemed a third party beneficiary hereof) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Trust or its security holders) arising out of or otherwise based upon the performance of any of the Sub-Advisers duties or obligations under this Agreement or otherwise as an investment adviser of the Trust. Notwithstanding the foregoing provisions of this Section 14 to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Trust or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of any Indemnified Partys duties or by reason of the reckless disregard of the Sub-Advisers duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder).15. Duration and Termination(a) This Agreement shall become effective as of the Effective Date and, unless sooner terminated with respect to the Trust as provided herein, shall continue in effect for a period of two years. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Trust for successive periods of 12 months, provided such continuance is specifically approved at least annually by both:(i) the vote of a majority of the Trusts Board of Trustees or the vote of a majority of the outstanding voting securities of the Trust at the time outstanding and entitled to vote, and B-12(ii) the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. (b) Notwithstanding the foregoing, this Agreement may be terminated by (i) the Adviser or the Trust at any time, without the payment of any penalty, upon giving the Sub-Adviser 60 days notice (which notice may be waived by the Sub-Adviser), provided that such termination by the Trust shall be directed or approved by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Trust at the time outstanding and entitled to vote, or (ii) the Sub-Adviser on 60 days written notice to the Trust and the Adviser (which notice may be waived by the Trust or the Adviser on behalf of both the Trust and the Adviser). (c) This Agreement will immediately terminate in the event of its assignment and will immediately terminate upon any termination of the Investment Advisory Agreement between the Trust and the Adviser.(d) As used in this Agreement, the terms majority of the outstanding voting securities, interested person and assignment shall have the same meanings of such terms in the 1940 Act.(e) The terms of Sections 5, 7, 10, 13, 14, 18, 19 and 20 of this Agreement shall survive the termination of this Agreement.16. NoticesAny notice under this Agreement shall be in writing to the other parties and shall be considered as properly given or made if (a) sent by overnight delivery by a nationally recognized air courier service, (b) sent by electronic mail with no receipt of error in the delivery, or (c) mailed by registered or certified mail, return receipt requested, and if addressed to the respective address listed below:If to Adviser, to: XA Investments, LLC 321 North Clark Street #2430 Chicago, IL 60654 Attention: General CounselIf to the Trust, to:Madison Covered Call & Equity Strategy Fund 321 North Clark Street #2430 Chicago, IL 60654 Attention: Chief Executive OfficerIf to Sub-Adviser, to:Madison Investment Holdings, Inc. 550 Science Drive Madison, WI 53711 Attention: Steven A. Carlor at such address as the other party may designate from time to time for the receipt of such notice and shall be deemed effective on receipt.17. Amendment of this AgreementNo provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. Any amendment of this Agreement shall be subject to the 1940 Act.B-1318. Governing LawThis Agreement shall be governed by and construed in accordance with the laws of the State of Delaware for contracts to be performed entirely therein without reference to choice of law principles thereof and in accordance with the applicable provisions of the 1940 Act. WAIVER OF JURY TRIAL AND PUNITIVE DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND ANY RIGHT TO SEEK PUNITIVE OR CONSEQUENTIAL DAMAGES.19. Use of the NameThe Sub-Adviser has consented to the use by the Trust of the name or identifying word Madison in the name of the Trust. Such consent is conditioned upon the employment of the Sub-Adviser as the investment sub-adviser to the Trust. The name or identifying word Madison may be used from time to time solely in connection with the Sub-Advisers services under this Agreement. The Sub-Adviser may require the Trust to cease using Madison in the name of the Trust, if the Trust ceases to employ, for any reason, the Sub-Adviser, any successor thereto or any affiliate thereof as investment sub-adviser of the Trust. If so required by the Sub-Adviser, the Trust will cease using Madison in its name as promptly as practicable and make all reasonable efforts to remove Madison from its name.20. Miscellaneous(a) The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.(b) If any provision of this Agreement is invalid, illegal, or unenforceable under applicable law of mandatory application, the validity, legality, and enforceability of that provision or condition in other instances and of the remaining provisions and conditions are not in any way affected thereby. (c) Nothing contained in this Agreement will be deemed to require the Trust to take any action contrary to the Trusts Amended and Restated Agreement and Declaration of Trust or By-laws, as they may be amended and/or restated from time to time, with notice to the Sub-Adviser, or any applicable statute or regulation, or to relieve or deprive the Board of Trustees of its responsibility for and control of the conduct of the affairs of the Trust. (d) This Agreement shall be binding on, and shall inure to the benefit of the parties hereto and their respective successors.(e) This Agreement may be executed in counterparts by the parties hereto, each of which when executed is deemed to be an original and all of which together are deemed to be one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.B-14(f) This Agreement constitutes the entire understanding and agreement, and supersedes any and all other proposals, understandings, and agreements among the parties with respect to the subject matter hereof.IN WITNESS WHEREOF, the parties hereto have caused the foregoing instrument to be executed by their duly authorized officers, all as of the day and the year first above written.MADISON COVERED CALL & EQUITY STRATEGY FUNDBy: Name: Title: XA INVESTMENTS LLCBy: Name: Title: MADISON ASSET MANAGEMENT, LLCBy: Name: Title: B-15EXHIBIT COTHER FUNDS WITH SIMILAR INVESTMENT OBJECTIVESMadison. The table below provides information regarding other registered investment companies managed by Madison which have a similar investment objective as the Fund.Name of Other FundOther Funds Investment ObjectiveAdvisers Management FeeNet Assets as of December 31, 2023Has Adviser Agreed to Waive or Reduce its Management Fee under any Applicable Contract?Madison Covered Call & Equity Income FundSeeks to provide consistent total return and, secondarily, to provide a high level of income and gains from option premiums.0.85%$261,020,326NoMadison Covered Call ETFSeeks to provide consistent total return and secondarily, to produce a high level of income and gains.0.90%1$82,690,175No1 Pursuant to an investment advisory agreement between Madison and the Madison ETFs Trust, on behalf of each series thereof (each, a Series), each Series has agreed to pay an annual unitary management fee to Madison. This unitary management fee is designed to pay each Series expenses and to compensate Madison for the services it provides to each Series. Out of the unitary management fee, Madison pays substantially all expenses of each Series, including the cost of investment management services, transfer agency, custody, fund administration, legal, audit and other service and license fees. The unitary fee does not cover, and therefore, each Series pays directly, interest, taxes, brokerage commissions, acquired fund fees and expenses and other expenses connected with the execution of portfolio transactions, distribution, and service fees payable pursuant to a Rule 12b-1 plan, if any, and extraordinary expenses.XAI. XAI does not manage other registered investment companies which have a similar investment objective as the Fund.C-1THIS PAGE INTENTIONALLY LEFT BLANKEVERY VOTE IS IMPORTANTMADISON COVERED CALL & EQUITY STRATEGY FUNDPO Box 43131Providence, RI 02940-3131VOTING OPTION:VOTE ON THE INTERNETLog on to:www.proxy-direct.comor scan the QR codeFollow the on-screen instructionsavailable 24 hoursVOTE BY PHONECall 1-800-337-3503Follow the recorded instructionsavailable 24 hoursVOTE BY MAILVote, sign and date this Proxy Card and return in the postage-paid envelopePlease detach at perforation before mailing.PROXYMADISON COVERED CALL & EQUITY STRATEGY FUNDSPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 15, 2024THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES. Greg D. Hoppe and Kyle Schalow (the Proxyholders), or any of them, each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Special Meeting of shareholders of the Madison Covered Call & Equity Strategy Fund (the "Fund"), to be held on Tuesday, October 15, 2024 at 9:00 a.m., local time at the offices of Madison Asset Management, LLC, 550 Science Drive, Madison, Wisconsin 53711, and any adjournments or postponements thereof.Shares represented by this proxy card when properly executed will be voted in the manner directed herein by the shareholder, and in the discretion of such proxies, upon any and all other matters as may properly come before the Special Meeting or any adjournment or postponement thereof. If no direction is made, on a properly executed card, this proxy will be voted "FOR" the proposals. If any of the Trustee nominees for any reason are unable or unwilling to serve, the Proxyholders will vote for the election of such other person as they may consider qualified. The shareholder hereby acknowledges receipt of this Notice of Special Meeting and Proxy Statement for the Special Meeting to be held on October 15, 2024.VOTE VIA THE INTERNET: www.proxy-direct.comVOTE VIA THE TELEPHONE: 1-800-337-3503MCC__34064_062724PLEASE MARK, SIGN, AND DATE ON THE REVERSE SIDE AND RETURN THE PROXY CARD USING THE ENCLOSED ENVELOPE.xxxxxxxxxxxxxx codeEVERY SHAREHOLDERS VOTE IS IMPORTANTImportant Notice Regarding the Availability of Proxy Materials for theSpecial Meeting to Be Held on October 15, 2024.The Proxy Statement for this meeting is available at:https://www.madisonfunds.com/MCNproxyPlease detach at perforation before mailing. TO VOTE, MARK BOXES BELOW IN BLUE OR BLACK AS SHOWN IN THIS EXAMPLE: xA.Proposals. THE BOARD RECOMMENDS YOU VOTE FOR THE FOLLOWING PROPOSALS: FOR AGAINST ABSTAIN 1. To approve a new investment advisory agreement between the Fund and XA Investments, LLC. FOR AGAINST ABSTAIN2. To approve a new investment subadvisory agreement among the Fund, Madison Asset Management, LLC and XA Investments, LLC. 3. To approve the election of five trustees to the Board of Trustees. FOR WITHHOLD01. Danielle Cupps* 02. Gregory Dingens** 03. Philip Franklin** 04. Scott Craven Jones*** 05. William Meyers*** *Class I Trustee to serve until the Funds 2027 Annual Meeting of Shareholders or until her successor shall have been elected and qualified.**Class II Trustee to serve until the Funds 2025 Annual Meeting of Shareholders or until his successor shall have been elected and qualified.***Class III Trustee to serve until the Funds 2026 Annual Meeting of Shareholders or until his successor shall have been elected and qualified.B. Authorized Signatures This section must be completed for your vote to be counted. Sign and Date Below.Note: Please sign exactly as your name(s) appear(s) on this proxy card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature.Date (mm/dd/yyyy) Please print date belowSignature 1 Please keep signature within the boxSignature 2 Please keep signature within the boxScanner bar code xxxxxxxxxxxxxx MCC 34064 xxxxxxxx Number of Portfolios Overseen inMadison Fund Complex (1) Other Directorshipsheld by Trustee Scott C. Jones1962Class II Trustee, since 2021; current term ends 2027See Mr. Jones biographical information in table above under the heading New Board of Trustees Nominees.16See Mr. Jones biographical information in table above under the heading New Board of Trustees Nominees.Steven P. Riege1954Class III Trustee, since 2015; current term ends 2025Ovation Leadership (management consulting), Milwaukee, WI, Owner/President, 2001 Present.Madison Funds (15 open end funds) and Ultra Series Fund (14 open end funds), 2005 Present; Madison ETFs (4 open end funds), June 2023 PresentInterested TrusteesJill M. Friedow(2)1964Class II Trustee, since 2023; current term ends 2027Vice President, 2023 PresentMadison Investment Holdings, Inc. (MIH), Madison Investment Advisors, LLC (MIA) and Madison Asset Management, LLC (Madison), Chief Technology Officer & Director of Operations, 2019-Present; Vice President & Director of Operations, 2010 - 2019; Vice President & Operations Manager, 2003-2010; Operations Manager, 1999-2003.30Madison Funds (15 open end funds) and Ultra Series Fund (14 open end funds), 2023 Present.(1) The term Madison Fund Complex refers to (i) the Madison Funds with 15 portfolios, (ii) the Ultra Series Fund with 14 portfolios, (iii) the Madison ETFs Trust with 4 active portfolios, and (iv) the Fund.(2) Ms. Friedow is an interested person of the Fund because of her position with Madison.For the Funds last fiscal year, the Current Board met five times. Each member of the Current Board attended 100% of the board meetings and the meetings of the board committees on which the trustee served during such period. Shareholders wishing to communicate with the Current Board or individual trustees should send such correspondence to the offices of Madison, 28550 Science Drive, Madison, Wisconsin 53711, c/o MCN, Secretary. Shareholder communications will be sent directly to the applicable board member(s). The Fund currently does not have a policy with respect to board members attendance at shareholder meetings.Current Executive Officers of the FundThe following table sets forth information concerning the current executive officers of the Fund, each of whom is expected to resign following the Closing of the Transaction, as the New Board is expected to appoint executive officers from the XAI organization and/or service providers to XAI. Jill Friedow is a Vice President of the Fund, and her biographical information is provided under the heading Information about the Current Board of Trustees, above. The mailing address for each current executive officer is 550 Science Drive, Madison, Wisconsin 53711.Name and Year of BirthPosition(s) Held with FundTerm of Office and Length of Time ServedPrincipal Occupation(s) During Past Five YearsPatrick F. Ryan1979PresidentSince March 2020Madison and MIA, Head of Multi-Asset Solutions and Portfolio Manager, 2018 Present; Madison Funds and Ultra Series Fund, President, March 2020 - Present; Madison ETFs, President, June 2023 PresentSteve J. Fredricks1970Chief Compliance Officer and Assistant SecretarySince 2018Madison and MIA, Chief Legal Officer, March 2020 Present and Chief Compliance Officer, 2018 Present; Madison Funds and Ultra Series Fund, Chief Compliance Officer and Assistant Secretary, 2018 - Present; Madison ETFs, Compliance Officer and Assistant Secretary, June 2023 Present; Jackson National Asset Management, LLC, Senior Vice President and Chief Compliance Officer, 2005 2018Greg D. Hoppe1969Vice President;Chief Financial OfficerSince March 2020; Since 2019MIH and MIA, Vice President, 1999 - Present; Madison, Vice President, 2009 Present; Madison Funds and Ultra Series Fund, Chief Financial Officer, 2019 - Present; Madison ETFs, Chief Financial Officer and Treasurer, June 2023 Present29Name and Year of BirthPosition(s) Held with FundTerm of Office and Length of Time ServedPrincipal Occupation(s) During Past Five YearsKyle Schalow1995Assistant TreasurerSince July 2024Madison and MIA, Senior Accountant, 2022 - Present; Madison Funds, Ultra Series Fund and Madison ETFs Trust, Assistant Treasurer, July 2024 PresentBaker Tilly US LLP, Senior Accountant, 2018 2022Terri Wilhelm1968Secretary;Assistant SecretarySince July 2024; from 2022 - June 2024Madison and MIA, Senior Compliance Analyst, September 2022 Present; Madison Funds and Ultra Series Fund, Secretary, July 2024 - Present and Assistant Secretary 2022 June 2024; Madison ETFs, Secretary July 2024 - Present and Assistant Secretary, June 2023 July 2024;State of Wisconsin Investment Board, Senior Paralegal, 2017 2022Brandon Redwing1979Assistant Secretary andAnti-Money Laundering OfficerSince July 2024Madison and MIA, Mutual Fund Operations Manager, April 2024 - Present; Madison Funds, Ultra Series Fund and Madison ETFs Trust, Assistant Secretary and Anti-Money Laundering Officer, July 2024 Present. SS&C Technologies, Client Relationship Manager 2020 March 2024Current Board Committees, Leadership Structure and Risk Oversight Committees. The Current Board has determined that the efficient conduct of the trustees affairs makes it desirable to delegate responsibility for certain specific matters to committees of the Current Board. The committees meet as often as necessary, either in conjunction with regular meetings of the trustees or otherwise. The Current Board currently has two standing committees: the Audit Committee and the Nominating and Governance Committee.Audit Committee. The Current Board has an Audit Committee which is comprised of Richard E. Struthers (Chair), Steven P. Riege and Scott C. Jones. In addition to being independent trustees, as defined under the 1940 Act, each of these trustees also meets the additional independence requirements set forth in the NYSE Listed Company rules. The Audit Committee is charged with selecting an independent registered public accounting firm for the Fund and reviewing accounting matters with the Funds independent registered public accounting firm. The Audit Committee 30of the Current Board met four times during the last fiscal year. The Audit Committee presents the following report:The Audit Committee: (i) reviewed and discussed with management of the Fund the audited financial statements of the Fund for the fiscal year ended December 31, 2023; (ii) discussed with the Funds independent registered public accounting firm the matters required to be discussed under Public Company Accounting Oversight Board ("PCAOB") Auditing Standard No. 16, Communications with Audit Committee and all other communications required by other PCAOB Standards or Rules; and (iii) received the written disclosures and the letter from the Funds independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent accountants communications with the Audit Committee concerning the independence of the Funds independent registered public accounting firm. Based on these reviews and discussions, the Audit Committee recommended to the Current Board that the financial statements be included in the Funds Annual Report for the fiscal year ended December 31, 2023 and filed with the SEC.The Audit Committee is governed by a written charter, the most recent version of which was approved by the Current Board on May 23, 2024 (the Audit Committee Charter). In accordance with proxy rules promulgated by the SEC, the Funds Audit Committee Charter is required to be filed at least once every three years as an exhibit to the Funds proxy statement, and was last filed in 2022 as Attachment A to the Funds proxy statement. It is also available on the Funds website at www.madisonfunds.com. You may request a hard copy of the Audit Committee Charter to be mailed to you by calling the Fund toll-free at 1-800-767-0300.Nominating & Governance Committee. The Current Board has a Nominating & Governance Committee which is comprised of Steven P. Riege (Chair), Richard E. Struthers and Scott C. Jones. In addition to being independent trustees, as defined under the 1940 Act, each of these trustees also meets the additional independence requirements set forth in the NYSE Listed Company rules. The Nominating & Governance Committee of the Current Board met four times during the last fiscal year.The Nominating & Governance Committee is governed by a written charter, the most recent version of which was approved by the Current Board on February 22, 2024 (the Nominating & Governance Committee Charter). In accordance with proxy rules promulgated by the SEC, the Funds Nominating & Governance Committee Charter is required to be filed at least once every three years as an exhibit to the Funds proxy statement, and was last filed in 2022 as Attachment B to the Funds proxy statement. It is also available on the Funds website at www.madisonfunds.com. You may request a hard copy of the Nominating & Governance Committee Charter to be mailed to you by calling the Fund toll-free at 1-800-767-0300.As part of its duties, the Nominating & Governance Committee makes recommendations to the full Current Board with respect to candidates for the board. The Nominating & Governance Committee also will consider 31trustee candidates recommended by shareholders. In considering candidates submitted by shareholders, the Nominating & Governance Committee will take into consideration the needs of the board and the qualifications of the candidate. To have a candidate considered by the Nominating & Governance Committee, a shareholder must submit the recommendation in writing and must include the information required by the Procedures for Shareholders to Submit Nominee Candidates, which are set forth in Appendix A to the Nominating & Governance Committee Charter. The shareholder recommendation must be sent to the Funds Secretary, c/o Madison Asset Management, LLC, 550 Science Drive, Madison, Wisconsin 53711.Leadership Structure. The Current Board is relatively small and operates in a collegial atmosphere. Although no member is formally charged with acting as Chair, Mr. Ryan, the President of the Fund, acts as the Chairperson of board meetings. All Current Board members are expected to provide their input into establishing the boards meeting agenda. Likewise, each Current Board meeting contains a standing agenda item for any board member to raise new or additional items he or she believes is important in connection with Fund governance. The Current Board has charged Mr. Riege with acting as the lead independent trustee for purposes of communicating with Madison, the Funds Chief Compliance Officer, counsel to the independent trustees and Fund counsel on matters relating to the Current Board as a whole. The independent trustees often meet in executive session without representatives of Madison present (including meetings with counsel, the Chief Compliance Officer, and the Funds independent public accounting firm).Current Boards Role in Risk Oversight. Madison is responsible for the overall risk management of the Fund, which includes supervising its affiliated and third-party service providers and identifying and mitigating possible events that could adversely impact the Funds business, operations or performance. Risks to the Fund include investment, legal, compliance and regulatory risks, as well as the risk of operational failure or lack of business continuity. The Current Board oversees risk management of the Funds investment programs through the Audit Committee and through oversight by the Current Board itself. The Chief Compliance Officer of the Fund, who reports directly to the independent trustees, provides the Current Board with quarterly updates and a comprehensive annual report regarding the processes and controls in place to address regulatory, compliance, legal and operational risk. The Current Board exercises its oversight in conjunction with Madison, the Funds Chief Compliance Officer, Fund counsel and counsel to the independent trustees by requesting reports and presentations at regular intervals throughout the year. Additionally, the Audit Committee receives periodic reports from the Funds independent accountants. The Current Boards committee structure requires an independent trustee to serve as chair of the Nominating & Governance Committee and the Audit Committee. The Current Board receives regular written reports describing and analyzing the investment performance of the Fund. In addition, the portfolio managers of the Fund meet with the Current Board periodically to discuss portfolio performance and answer the Boards questions with respect to portfolio strategies and risks. The Current Board also receives regular written reports from the Funds Chief Financial Officer that enable the Board to monitor the number of fair valued securities in the Funds portfolio, the reasons for the fair valuation and the methodology used to arrive at the fair value. Such reports 32also include information concerning illiquid securities within the Funds portfolio. The Current Board and/or the Audit Committee may also review valuation procedures and pricing results with the Funds independent auditors in connection with the review of the results of the audit of the Funds year-end financial statements. The Current Board also receives regular compliance reports prepared by the compliance staff of Madison, and meets regularly with the Funds Chief Compliance Officer to discuss compliance issues, including compliance risks. As required under applicable rules, the independent trustees meet regularly in executive session with the Funds Chief Compliance Officer. The Current Board also adopts compliance policies and procedures for the Fund and approves such procedures as appropriate for certain of the Funds service providers. The compliance policies and procedures are specifically designed to detect and prevent violations of the federal securities laws.The Current Board recognizes that it is not possible to identify all of the risks that may affect the Fund or to develop processes and controls to eliminate or mitigate their occurrence or effects. The Current Board periodically reviews the effectiveness of its oversight of the Fund and the processes and controls in place to limit identified risks. The Current Board may, at any time and in its discretion, change the manner in which it conducts its risk oversight role.Given the small size of the Current Board, its committee structure, the openness of Current Board meetings to active input by all Current Board members, its utilization of executive sessions, the role of the lead independent trustee and the Current Boards quarterly focus on compliance and risk management, the Current Board has determined that its current leadership structure is appropriate for the protection of Fund investors.New Board Proposed Committees, Leadership Structure and Risk Oversight Committees. It is expected that the New Board will establish two standing committees, an Audit Committee and a Governance Committee. The committees are expected to meet as often as necessary, either in conjunction with regular meetings of the trustees or otherwise.Audit Committee. The Audit Committee will be generally responsible for reviewing and evaluating issues related to the accounting and financial reporting policies and internal controls of the Fund and, as appropriate, the internal controls of certain service providers, overseeing the quality and objectivity of the Funds financial statements and the audit thereof and acting as a liaison between the New Board and the Funds independent registered public accounting firm. It is expected that the Audit Committee will be composed entirely of independent trustees. The Audit Committee will be governed by a written Audit Committee Charter, which will be approved by the New Board at its first meeting. Once approved, a copy of the Audit Committee Charter will be available on the Funds website at www.xainvestments.com.Governance Committee. The Governance Committee will be responsible for recommending qualified candidates to the New Board in the event that a position is vacated or created. In considering trustee nominee candidates, the Governance Committee will take into account a wide variety of factors, including the overall diversity of the New Boards composition. It is expected that the Governance Committee will be composed entirely of 33independent trustees. It is anticipated that the Governance Committee will consider recommendations by shareholders if a vacancy were to exist. In considering candidates recommended to the Governance Committee by shareholders, the Governance Committee will take into consideration the needs of the New Board and the qualifications of the candidate. The Governance Committee may also take into consideration the number of shares held by the recommending shareholder and the length of time that such shares have been held. In order to be considered, following the Closing Date, such recommendations should be forwarded to the Secretary of the Fund, c/o XA Investments LLC, 321 North Clark Street, Suite 2430, Chicago, Illinois 60654. The Governance Committee will be governed by a written Governance Committee Charter, which will be approved by the New Board at its first meeting. Once approved, a copy of the Governance Committee Charter will be available on the Funds website at www.xainvestments.com.Leadership Structure. The primary responsibility of the New Board will be to represent the interests of the Fund and its shareholders, and to provide oversight of the management of the Fund. The New Board will be comprised of five trustees, four of whom (including the chairperson) are independent trustees and one of whom is an interested trustee. Generally, the New Board will act by majority vote of all the trustees, including a majority vote of the independent trustees if required by applicable law.It is proposed that Mr. Dingens will be appointed as the independent chairperson, who will preside at meetings of the New Board and who will be responsible for, among other things, setting the tone of New Board meetings and seeking to encourage open dialogue and independent inquiry among the New Trustees and management. The New Board will meet regularly four times each year to discuss and consider matters concerning the Fund, and also hold special meetings to address matters arising between regular meetings. Regular meetings generally will take place in-person; other meetings may take place in-person or by telephone. The New Board will establish two standing committees (as described above) and will delegate certain responsibilities to those committees, each of which will be comprised solely of independent trustees. The New Board and its committees will meet periodically throughout the year to oversee the Funds activities, review contractual arrangements with service providers, review the Funds financial statements, oversee compliance with regulatory requirements, and review performance. The independent trustees will be represented by independent legal counsel at board and committee meetings and will regularly meet outside the presence of Fund management. The New Board believes that this leadership structure, including an independent chairperson, a supermajority of independent trustees and committee membership limited to independent trustees, is appropriate in light of the characteristics and circumstances of the Fund.New Boards Role in Risk Oversight. The New Board will oversee risk directly and through the committee structure it intends to establish. As described above, the New Board expects to establish an Audit Committee and a Governance Committee to assist in its oversight functions, including its oversight of the risks of the Fund. Each committee will report its activities to the New Board on a regular basis. The New Board intends to adopt and periodically review policies, procedures and controls designed to address different types of risks, including, among others, investment risk, liquidity risk, operational risk, and valuation risk, as well as the overall business risk 34relating to the Fund. The New Board will also oversee the implementation of a variety of processes, procedures and controls by the Fund, XAI, Madison and other service providers to the Fund to address various risks. In addition, as part of the New Boards anticipated periodic review of the Funds service provider agreements, including agreements with XAI and Madison, the New Board may consider risk management aspects of the service providers operations and the functions for which they are responsible.The New Board will appoint a Chief Compliance Officer for the Fund, who will oversee the development of compliance policies and procedures of the Fund that are reasonably designed to minimize the risk of violations of the federal securities laws. The Chief Compliance Officer will report directly to the New Boards independent trustees, and will provide presentations to the New Board at its quarterly meetings and an annual report on the application of the compliance policies. The New Board will discuss relevant risks affecting the Fund with the Chief Compliance Officer at these meetings. The New Board will approve compliance policies and will review the Chief Compliance Officers reports. Further, the New Board will annually review the effectiveness of the compliance policies, as well as the appointment and compensation of the Chief Compliance Officer.The New Board will require officers of the Fund to report to the New Board on a variety of matters at regular and special meetings of the New Board and its committees, as applicable, including matters relating to risk management. The Audit Committee will also receive reports from the Funds independent registered public accounting firm on internal control and financial reporting matters. In addition, the New Board will receive reports from XAI and Madison on the investments and securities trading of the Fund. The New Board will also require XAI and Madison to report to the New Board on other matters relating to risk management on a regular and as-needed basis.Board CompensationThe following table sets forth the compensation paid to each member of the Current Board by the Fund for the Funds fiscal year ended December 31, 2023. In addition, all independent trustees are reimbursed for reasonable travel and out-of-pocket expenses incurred to attend meetings of the Current Board or its committees. The Funds interested trustees and officers receive no compensation from the Fund for performing the duties of their office. 35Trustee NameAggregate Compensationfrom FundTotal Compensation from Fund and Madison Fund Complex(1)Scott C. Jones$12,000$74,000Steven P. Riege(2)$13,000$123,000Richard E. Struthers$12,000$115,000(1) The term Madison Fund Complex refers to (i) the Madison Funds with 15 portfolios, (ii) the Ultra Series Fund with 14 portfolios, (iii) the Madison ETFs Trust with 4 active portfolios, and (iv) the Fund. (2) As lead independent trustee, Mr. Riege receives an additional $8,000 from the Madison Fund Complex, $1,000 of which is allocated to the Fund.Board Transactions with Fund AffiliatesAs of the date hereof, none of the independent trustees on the Current Board, the nominees for independent trustee on the New Board, nor their immediate family members owned beneficially or of record any securities of Madison, XAI, or any of their affiliates. In addition, during the past five years, neither the independent trustees on the Current Board, the nominees for independent trustee on the New Board, nor members of their immediate families, had a direct or indirect interest, the value of which exceeds $120,000, in Madison, XAI, or any of their affiliates. Likewise, since the beginning of the last two completed fiscal years of the Fund, neither the independent trustees on the Current Board, the nominees for independent trustee on the New Board, nor members of their immediate families had a direct or indirect interest in any transaction or series of transactions, the value of which exceeds $120,000 and to which any of the following persons was (or is to be) a party: (i) the Fund, (ii) any officer of the Fund, or (iii) Madison, XAI, or any of their affiliates. Consequences of Shareholders not approving the New BoardIf the New Board is not approved by shareholders, the Fund will abandon all three Proposals, and Madison will continue to serve as the investment adviser of the Fund and the Current Board will continue to oversee the Fund. Recommendation of the Board of TrusteesFor the reasons set forth above, the Current Board recommends that shareholders of the Fund vote FOR each New Trustee.36ADDITIONAL INFORMATIONInformation about the FundThe Fund is a closed-end management investment company organized as a Delaware statutory trust. Madison Asset Management, LLC is the investment adviser to the Fund. Madisons principal office is located at 550 Science Drive, Madison, Wisconsin 53711. In addition to investment management services, under the Existing Advisory Agreement, Madison is also responsible for managing the Funds administrative affairs under an Existing Services Agreement, and in this capacity, oversees State Street Bank and Fund Company (State Street), which currently serves as sub-administrator to the Fund. State Streets address is 801 Pennsylvania Avenue, Kansas City, Missouri 64105. The Funds current custodian is State Street, and its current transfer agent is Computershare, 150 Royall Street, Suite 101, Canton, MA 02021. The Fund does not place any brokerage transactions with any affiliates of Madison. XA Investments LLC is proposed to be the new investment adviser to the Fund as a result of the Transaction, with Madison serving as the subadviser to the Fund. XAIs principal office is located at 321 North Clark Street, Suite 2430, Chicago, Illinois 60654. Information about MadisonMadison Asset Management, LLC was founded in 1974, and is a direct, wholly-owned (100% owned) subsidiary of Madison Investment Holdings (MIH), the ultimate corporate parent of Madison. Both Madisons and MIH's principal office is located at 550 Science Drive, Madison, Wisconsin 53711. As of May 31, 2024, Madison and its affiliates managed approximately $25.7 billion in assets, including open-end mutual funds, separately managed accounts and wrap accounts. Exhibit B contains information with respect to other funds managed by Madison which have a similar investment objective as the Fund. The mailing address of principal officers and directors of MIH is 550 Science Drive, Madison, Wisconsin 53711. Information regarding the principal executive officers and directors of Madison is as follows: NameTitle/Principal OccupationSteven CarlChairman of the Board and Board Member of MIH; (Principal Executive Officer; Chief Distribution Officer)Paul LefurgeyBoard Member of MIH(Retired)Frank BurgessBoard Member of MIH(Retired)Richard EisingerBoard Member of MIH(Head of Equities, Portfolio Manager)Information about XAIXA Investments LLC was founded in 2016 by XMS Capital Partners. XAIs principal office is located at 321 North Clark Street, Suite 2430, Chicago, Illinois 60654. As of May 31, 2024, XAI and its affiliates managed $681 million in assets, including two closed-end funds. XAI also provides investment fund restructuring and consulting services focused on closed-end 37funds. Exhibit B contains information with respect to other funds managed by XAI which have a similar investment objective as the Fund. Information regarding the principal executive officers and directors of XAI is as follows:NameTitleJohn Yogi SpenceCo-Chief Executive OfficerTheodore F. BrombachCo-Chief Executive OfficerKimberly Ann FlynnPresidentBenjamin D. McCullochGeneral Counsel & Managing DirectorKevin B. DavisManaging Director & Head of SalesInformation about Independent Registered Public Accounting FirmFor the fiscal years ended December 31, 2022 and December 31, 2023, and the current fiscal year ending December 31, 2024, Deloitte & Touche LLP (D&T) has been selected as the Funds independent registered public accounting firm by the Audit Committee of the Fund to audit the accounts of the Fund. The Fund does not know of any direct or indirect financial interest of D&T in the Fund. Representatives of D&T will not be in attendance at the Meeting.Audit Fees. The aggregate fees billed to the Fund by D&T for professional services rendered for the audit of the Funds annual financial statements for the Funds fiscal years ended December 31, 2022 and December 31, 2023 were approximately $23,950 and $24,450, respectively.Audit-Related Fees. The aggregate fees billed by D&T and approved by the Audit Committee of the Fund for the Funds fiscal years ended December 31, 2022 and December 31, 2023 for assurance and related services reasonably related to the performance of the audit of the Funds annual financial statements were $0 and $0, respectively. D&T did not perform any other assurance and related services that were required to be approved by the Funds Audit Committee for such periods.Tax Fees. The aggregate fees billed by D&T and approved by the Audit Committee of the Fund for the Funds fiscal years ended December 31, 2022 and December 31, 2023 for professional services rendered for tax compliance, tax advice, and tax planning were approximately $4,652 and $4,799, respectively (such fees relate to tax services provided by D&T in connection with the review of the Funds tax returns). D&T did not perform any other tax compliance or tax planning services or render any tax advice that was required to be approved by the Funds Audit Committee for such periods.All Other Fees. Other than those services described above, D&T did not perform any other services on behalf of the Fund for the Funds fiscal years ended December 31, 2022 and December 31, 2023.Audit Committees Pre-Approval Policies and Procedures. As noted above, the Audit Committee is governed by the Audit Committee Charter, which includes Pre-Approval Policies and Procedures. The Audit Committee of the Fund has (i) pre-approved all audit and non-audit services provided by D&T to the Fund, and (ii) all non-audit services provided by D&T to Madison, or any entity controlling, controlled by, or under common control with Madison that provides ongoing services to the Fund which are related to the operations of the Fund (of which there were none), for the fiscal years ended December 3831, 2022 and December 31, 2023. None of the services described above for the Funds fiscal years ended December 31, 2022 and December 31, 2023 were approved by the Audit Committee pursuant to the pre-approval exception under Rule 2-01(c)(7)(i)(c) of Regulation S-X promulgated by the SEC.Voting InformationGeneral; Record Date. The record holders of the outstanding shares of the Fund as of the close of business on July 22, 2024 (the Record Date) are entitled to vote at the Meeting and any adjournment or postponement thereof. Each shareholder is entitled to one vote per share and a fractional vote with respect to fractional shares. Whether you expect to be personally present at the Meeting or not, we encourage you to vote by proxy. You can do this by phone or the Internet or by completing, dating, signing, and returning the accompanying proxy card using the enclosed postage prepaid envelope. By voting by proxy, your shares will be voted as you instruct. If no choice is indicated, your shares will be voted FOR each Proposal, and in the discretion of the persons named as proxies on such other matters that properly may come before the Meeting.Any shareholder giving a proxy may revoke it at any time before it is exercised at the Meeting by submitting to the Secretary of the Fund a written notice of revocation or a subsequently signed proxy card (i.e., a later-dated proxy), or by attending the Meeting and voting in person. A prior proxy can also be revoked by proxy voting again through the website or toll-free number noted on the enclosed proxy card. Proxy cards and written notices of revocation must be received by the Fund prior to the Meeting. If not so revoked, the shares represented by the proxy will be voted at the Meeting and any postponements or adjournments of the Meeting. Attendance by a shareholder at the Meeting does not by itself revoke a proxy.As of the Record Date, the Fund had 21,087,537 shares issued and outstanding.Solicitation of Proxies and Related Costs. The solicitation of proxies will occur principally by mail. In addition to solicitation by mail, certain officers and representatives of the Fund and officers and employees of Madison (who will receive no extra compensation for their services) and representatives of the Funds proxy solicitor, Computershare, may solicit proxies by telephone, the Internet, facsimile, letter, or other electronic means. If instructions are recorded by telephone, the person soliciting the proxies will use procedures designed to authenticate shareholders identities to allow shareholders to authorize the voting of their shares in accordance with their instructions, and to confirm that a shareholders instructions have been properly recorded.The expenses incurred in connection with preparing the Proxy Statement and its enclosures and all related legal and proxy solicitation expenses will be paid by Madison and/or XAI. These expenses are estimated to be approximately $250,000.Quorum. In order for a vote on any Proposal to be taken at the Meeting, there must exist a quorum of shareholders of the Fund eligible to vote on such Proposal. To have a quorum, the holders of a majority of the shares entitled to vote on each Proposal must be present in person or by proxy at the Meeting. 39For this purpose, whether a quorum exists is determined on a Proposal-by-Proposal basis.Abstentions and Broker Non-Votes. For purposes of determining the presence of a quorum for each Proposal, abstentions and broker non-votes are treated as present. Broker non-votes occur when a nominee holding shares for a beneficial owner does not vote on a Proposal because the nominee does not have discretionary voting powers with respect to that Proposal and has not received instructions from the beneficial owner. Abstentions and broker non-votes have the effect of a vote against Proposals 1 and 2, while abstentions and broker non-votes have no effect on the outcome of Proposal 3. Adjournment. It may become necessary from time to time to adjourn the Meeting in order to allow more time to solicit additional proxies, as necessary, if there are insufficient votes at the time of the Meeting to constitute a quorum or to approve any Proposal. Under the Funds governing documents, any meeting of shareholders, whether or not a quorum is present, may be adjourned from time to time by: (i) the vote of the majority of the shares represented at that meeting, either in person or by proxy; or (ii) in his or her discretion by the chairperson of the meeting. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting. Accordingly, if a quorum is not present at the Meeting with respect to any Proposal, it is expected that the holders of proxies will vote to authorize the adjournment of the Meeting with respect to such Proposal(s) in order to solicit additional proxies. Even if a quorum is present at the Meeting with respect to some or all Proposals, but there are insufficient votes to approve a Proposal, it is also expected that the holders of proxies will vote to authorize the adjournment of the Meeting to solicit additional proxies with respect to such Proposal(s). If the Meeting is adjourned, the adjourned meeting must be held not later than 180 days after the Record Date and may be held without further notice, other than an announcement at the Meeting in accordance with the Funds governing documents and as permitted under Delaware law. Votes Required to Pass the ProposalsProposal 1. In order for the New Advisory Agreement to be approved, it must be approved by the holders of a majority of the outstanding voting securities of the Fund. The term majority of the outstanding voting securities (as defined in the 1940 Act and used in this Proxy Statement) means: the affirmative vote of the lesser of (i) 67% or more of the voting securities of the Fund present at the Meeting if more than 50% of the outstanding voting securities of the Fund are present in person or by proxy, or (ii) more than 50% of the outstanding voting securities of the Fund. Proposal 2. In order for the New Subadvisory Agreement to be approved, it must be approved by the holders of a majority of the outstanding voting securities of the Fund, using the same definition of this term described above regarding Proposal 1. Proposal 3. In order for the New Trustees to be elected, the entire slate of nominees must be approved by the affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote at the Meeting. Votes withheld will have the same effect as a vote against the Proposal.Please note that if you sign, date, and return the proxy card, but do not specify a vote on each Proposal, your shares will be voted in favor of each Proposal, and in the discretion of the proxies named therein with respect to any other 40business that may properly come before the Meeting or any postponements or adjournments thereof. IMPORTANT: Each Proposal must be approved in order for the Fund to move forward with any of the Proposals. If shareholders do not approve one of the Proposals, the Fund will abandon all three Proposals, and Madison will continue to serve as the investment adviser of the Fund and the Current Board will continue to oversee the Fund. No Dissenters RightsShareholders have no rights under applicable law or the Funds Declaration of Trust or Bylaws to exercise dissenters rights of appraisal with respect to any Proposal.Summary of Certain Aspects of Delaware Control Share Acquisition StatuteThe Fund is subject to the control share acquisition statute (the Control Share Statute) contained in Subchapter III of the Delaware Statutory Trust Act (the DSTA), which became automatically applicable to listed closed-end funds, such as the Fund.The Control Share Statute provides for a series of voting power thresholds above which shares are considered control beneficial interests (referred to here as control shares). Once a threshold is reached, an acquirer has no voting rights under the DSTA with respect to shares acquired in excess of that threshold (i.e., the control shares) unless approved by shareholders of the Fund or exempted by the Board. The Control Share Statute provides procedures for an acquirer to request a shareholder meeting for the purpose of considering whether voting rights shall be accorded to control shares.The foregoing is only a summary of certain aspects of the Control Share Statute. Some uncertainty around the application under the 1940 Act of state control share statutes exists as a result of recent federal and state court decisions that have found that certain control share acquisition provisions violate the 1940 Act.Security Ownership of Management, Trustees and Principal ShareholdersAs of the Record Date, to the best of the knowledge of the Fund, no trustee or officer of the Fund beneficially owned 1% or more of the outstanding shares of the Fund, and the trustees and the officers of the Fund, as a group, beneficially owned less than 1% of the outstanding shares of the Fund. The Current Board is not aware of any arrangements, the operation of which may result in a change in control of the Fund. The following table shows the dollar range of the Funds equity securities that are beneficially owned* by each member of the Current Board and the existing officers as of the Record Date. As of the same date, the nominees for New Trustee did not hold any equity securities of the Fund. * Beneficial Ownership is determined in accordance with Section 16a-1(a)(2) of the Exchange Act.41Trustee/Officer NameDollar Range of Beneficially-Owned Securities of the FundAggregate Dollar Range of Beneficially-Owned Securities of the Madison Fund Complex(1)Scott C. JonesNoneOver $100,000Steven P. RiegeNone$10,001 - $50,000Richard E. StruthersNone$10,001 - $50,000Jill M. Friedow$0 - $10,000$50,001 - $100,000Patrick F. RyanNoneOver $100,000Steve J. FredricksNone$50,001 - $100,000Greg D. HoppeNoneOver $100,000Brandon RedwingNone$1 - $10,000Kyle SchalowNoneNoneTerri WilhelmNoneNone(1) The term Madison Fund Complex refers to (i) the Madison Funds with 15 portfolios, (ii) the Ultra Series Fund with 14 portfolios, (iii) the Madison ETFs Trust with 4 active portfolios, and (iv) the Fund.As of the Record Date, to the knowledge of the Fund, no person owned of record or owned beneficially more than 5% of the voting securities of the Fund.Section 16 Beneficial Ownership Reporting ComplianceSection 16(a) of the Exchange Act and Section 30(h) of the 1940 Act require the Funds executive officers and trustees, certain officers of the Funds investment adviser, affiliated persons of the investment adviser, and persons who beneficially own more than 10% of the Funds shares to file certain reports of ownership (Section 16 filings) with the SEC and the NYSE. Based upon the Funds review of the copies of such forms effecting the Section 16 filings received by it, the Fund believes that for Funds fiscal year ended December 31, 2023, all filings applicable to such persons were completed and filed in a timely manner.HouseholdingThe SEC has adopted rules that permit investment companies, such as the Fund, to satisfy delivery requirements for proxy statements with respect to two or more shareholders sharing the same address by delivering a single proxy statement addressed to those shareholders. This process, which is commonly referred to as householding, could result in extra convenience and cost savings for the Fund and its shareholders.If possible, depending on shareholder registration and address information, and unless you have otherwise opted out, only one copy of this Proxy Statement will be sent to shareholders at the same address. However, each shareholder will receive separate proxy cards. If you currently receive multiple copies of proxy statements or shareholder reports and would like to request to receive a single copy of documents in the future, please contact your financial services firm.42Shareholder Proposals for Subsequent MeetingsShareholder proposals intended for inclusion in the Funds proxy statement in connection with the Funds 2025 Annual Meeting of Shareholders pursuant to Rule 14a-8 under the Exchange Act, must be received by the Fund at its principal executive offices by February 12, 2025. In order for the proposals made outside of Rule 14a-8 under the Exchange Act to be considered timely within the meaning of Rule 14a-4(c) under the Exchange Act, such proposals much be received by the Fund at its principal executives offices not later than the close of business on May 3, 2025, nor earlier than the close of business on April 3, 2025. The timely submission of a proposal does not guarantee its inclusion. Whether a proposal is included in a proxy statement will be determined in accordance with applicable federal and state laws, as well as the Funds governing documents.Other Matters to Come Before the MeetingNo business other than the Proposals described in this Proxy Statement are expected to come before the Meeting, but should any other matter requiring a vote of shareholders arise, the persons named as proxies will vote thereon in their discretion according to their best judgment in the interests of the Fund and its shareholders.Dated: August 7, 2024PLEASE COMPLETE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED ENVELOPE. YOU MAY ALSO VOTE BY INTERNET OR TELEPHONE IN ACCORDANCE WITH THE INSTRUCTIONS SET FORTH ON THE ENCLOSED PROXY CARD.43EXHIBIT ANEW INVESTMENT ADVISORY AGREEMENTINVESTMENT ADVISORY AGREEMENTINVESTMENT ADVISORY AGREEMENT (the Agreement), dated as of [ ], 2024 between Madison Covered Call and Equity Strategy Fund, a Delaware statutory trust (the Trust), and XA Investments LLC, a Delaware limited liability company (the Adviser).WHEREAS, the Adviser has agreed to furnish investment management and advisory services to the Trust, a closed-end management investment company registered under the Investment Company Act of 1940, as amended (the 1940 Act);WHEREAS, the Adviser is a registered investment adviser under the Investment Advisers Act of 1940, as amended (the Advisers Act); WHEREAS, this Agreement has been approved in accordance with the provisions of the 1940 Act, and the Adviser is willing to furnish such services upon the terms and conditions herein set forth; andNOW, THEREFORE, in consideration of the mutual premises and covenants herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged, it is agreed by and between the parties hereto as follows:1. Appointment(a) The Trust hereby appoints the Adviser to act as the investment adviser to the Trust and to furnish the management and investment advisory services described herein, for the period and upon the terms herein set forth.(b) The Adviser hereby agrees, all as more fully set forth herein, to act as investment adviser to the Trust with respect to the investment of the Trusts assets and to supervise and arrange for the day-to-day operations of the Trust and the purchase of securities for and the sale of securities held in the investment portfolio of the Trust.(c) The Adviser for all purposes in this Agreement will be deemed to be an independent contractor and, unless otherwise expressly provided or authorized in this Agreement, will have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. 2. Duties and Obligations of the Adviser with Respect to Investment of Assets of the Trust. (a) Subject to the direction and control of the Trusts Board of Trustees, the Adviser shall:(i) act as investment adviser for and supervise and manage the investment and reinvestment of the Trusts assets and, in connection therewith, have complete discretion in purchasing and selling securities and other assets for the Trust and in voting, exercising consents and exercising all other rights appertaining to such securities and other A-1assets on behalf of the Trust; (ii) supervise the investment program of the Trust and the composition of its investment portfolio; and (iii) arrange, subject to the provisions of Section 5 hereof, for the purchase and sale of securities and other assets held in the investment portfolio of the Trust. (b) In performing its duties under this Section 2, the Adviser may delegate some or all of its duties and obligations under this Agreement to one or more investment sub-advisers; provided, however, that any such delegation shall be pursuant to an agreement with terms agreed upon by the Trust and approved in a manner consistent with the 1940 Act and provided, further, that no such delegation shall relieve the Adviser from its duties and obligations of management and supervision of the management of the Trusts assets pursuant to this Agreement and to applicable law.(c) The Adviser shall maintain business continuity, cybersecurity, disaster recovery and backup capabilities and facilities in keeping with industry standards and Securities and Exchange Commission (SEC) requirements through which the Adviser will be able to perform its obligations hereunder with minimal disruptions or delay. (d) To the extent prohibited by Regulation S-P, the Adviser and its affiliates will not disclose any non-public personal information, as defined in Regulation S-P, received from the Trust regarding any shareholder unless in accordance with an exception under Regulation S-P, or as otherwise may be permitted by law. The Adviser represents and warrants that, in accordance with applicable state privacy laws and Regulation S-P, it has implemented safeguards by adopting policies and procedures reasonably designed to: (i) insure the security and confidentiality of records and non-public personal information of shareholders; (ii) protect against any anticipated threats or hazards to the security or integrity of shareholder records and non-public personal information; and (iii) protect against unauthorized access to or use of such shareholder records or non-public personal information that could result in substantial harm or inconvenience to any shareholder. The Adviser shall treat confidentially all records of the Trust and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where the Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or (ii) when so requested by the Trust.(e) The Adviser acknowledges that, in compliance with the Bank Secrecy Act, as amended, the USA PATRIOT Act, and any implementing regulations thereunder (together, the AML Laws), the Trust has adopted anti-money laundering policies and procedures (the AML Policies). The Adviser agrees to comply with the Trusts AML Policies and the AML Laws, as the same may apply to the Adviser, now and in the future, and understands and agrees that the Trust may disclose information regarding the Adviser to governmental and/or regulatory or self-regulatory authorities to the extent required by applicable law or regulation and may file reports with such authorities as may be required by such law or regulation.A-2(f) The Adviser shall provide such information as may reasonably be requested by the Board under Section 15(c) of the 1940 Act in connection with its annual consideration of this Agreement.3. Duties and Obligations of the Adviser with Respect to the Management of the TrustThe Adviser shall perform the management services necessary for the operation of the Trust, including providing the Trust necessary personnel and such other services as the Adviser, subject to review by the Board of Trustees, from time to time shall determine to be necessary or useful to perform its obligations under this Agreement. The Adviser, also on behalf of the Trust, shall conduct relations with administrators, custodians, depositories, transfer agents, pricing agents, investor support service providers, investor relations providers, dividend disbursing agents, other shareholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable.4. Covenants(a) In the performance of its duties under this Agreement, the Adviser shall at all times conform to, and act in accordance with, any requirements imposed by:(i) the provisions of the 1940 Act and the Advisers Act and all applicable Rules and Regulations of the SEC; (ii) any other applicable provision of law; (iii) the provisions of this Agreement and Declaration of Trust and By-Laws of the Trust, as such documents are amended from time to time; (iv) the investment objective, policies and restrictions of the Trust as set forth in its Registration Statement on Form N-2; and (v) any policies and determinations of the Board of Trustees of the Trust.(b) The Adviser will maintain a written code of ethics (the Code of Ethics) pursuant to Rule 17j-1 under the 1940 Act, a copy of which will be provided to the Trust, and will institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Adviser will follow such Code of Ethics in performing its services under this Agreement.(c) The Adviser will maintain compliance policies and procedures adopted pursuant to Rule 206(4)-7 under the Advisers Act and Rule 38a-1 under the 1940 Act, a copy of which will be provided to the Trust, and follow such compliance policies and procedures in performing its services under this Agreement; and(d) The Adviser will cooperate with the chief compliance officer of the Trust in connection with the implementation and operation of the Trusts compliance policies and procedures adopted pursuant to Rule 38a-1 under the 1940 Act, and will prepare necessary reports and provide the Trusts chief compliance officer with access to information reasonably necessary for the Trust to comply with Rule 38a-1.A-35. Portfolio Transactions(a) In the performance of its duties under this Agreement, the Adviser will place orders either directly with the issuer or with any broker or dealer. Subject to the other provisions of this paragraph, in placing orders with brokers and dealers, the Adviser will attempt to obtain the best price and the most favorable execution of its orders, and all such brokerage placement shall be made in compliance with Section 28(e) of the Securities Exchange Act of 1934, as amended. In placing orders, the Adviser will consider the experience and skill of the firms securities traders as well as the firms financial responsibility and administrative efficiency. Consistent with this obligation, the Adviser may select brokers on the basis of the research, statistical and pricing services they provide to the Trust and other clients of the Adviser. Information and research received from such brokers will be in addition to, and not in lieu of, the services required to be performed by the Adviser hereunder. A commission paid to such brokers may be higher than that which another qualified broker would have charged for effecting the same transaction, provided that the Adviser determines in good faith that such commission is reasonable in terms either of the transaction or the overall responsibility of the Adviser to the Trust and its other clients and that the total commissions paid by the Trust will be reasonable in relation to the benefits to the Trust over the long-term. In no instance, however, will the Trusts securities be purchased from or sold to the Adviser, or any affiliated person thereof, except to the extent permitted by the SEC or by applicable law.(b) At the request of the Board of Trustees of the Trust, the Adviser will identify and provide a written description to the Board of Trustees of soft dollar arrangements that the Adviser maintains with respect to the Trust or with brokers or dealers that execute transactions for the Trust, and of research and other services provided to the Adviser by a broker or dealer (whether prepared by such broker or dealer or by a third party) as a result, in whole or in part, of the direction of Trust transactions to the broker or dealer. (c) From time to time, the Adviser or brokers or dealers affiliated with it may find themselves in a position to buy for certain of their clients (each an Account) securities which the Advisers investment advisory clients wish to sell, and to sell for certain of their clients securities which other advisory clients wish to buy. Where one of the parties is an advisory client, the Adviser or the affiliated broker or dealer cannot participate in this type of transaction (known as a cross transaction) on behalf of an advisory client and retain commissions from one or both parties to the transaction without the advisory clients consent. This is because in a situation where the Adviser is making the investment decision (as opposed to a brokerage client who makes his own investment decisions), and the Adviser or an affiliate is receiving commissions from both sides of the transaction, there is a potential conflicting division of loyalties and responsibilities on the Advisers part regarding the advisory client. The SEC has adopted a rule under the Advisers Act that permits the Adviser or its affiliates to participate on behalf of an Account in agency cross transactions if the advisory client has given written consent in advance. By execution of this Agreement, the Trust authorizes the Adviser or its affiliates to participate in agency cross transactions involving an Account. The Trust may revoke its consent at any time by written notice to the Adviser.A-46. ConfidentialityEach of the Trust and the Adviser acknowledge and agree that pursuant to this Agreement, either party may have access to the other partys confidential and proprietary information and materials concerning or pertaining to the others business. Each party will receive and hold such information in the strictest confidence, and acknowledge, represent, and warrant that it will use its best efforts to protect the confidentiality of this information. Each party agrees that, without the prior written consent of the other party, which approval shall not be unreasonably withheld, they will not use, copy, or divulge to third parties or otherwise use, except in accordance with the terms of this Agreement, any information obtained from or through the other party in connection with this Agreement; provided, however, this covenant shall not apply to information (i) which is in the public domain now or when it becomes in the public domain in the future, other than by reason of a breach of this Agreement, (ii) which has come to either party from a lawful source not bound to maintain the confidentiality of such information, other than from the other party or an affiliate or representative of that party, (iii) disclosures which are required by law, regulatory authority, regulation or legal process or are made to any regulatory agency in the normal course of an examination, audit or investigation involving such party, or (iv) disclosure as reasonably necessary in the course of business to third parties subject to a duty to maintain the confidentiality of the information.7. Services Not Exclusive(a) Nothing in this Agreement shall prevent the Adviser or any officer, employee or other affiliate thereof from acting as investment adviser for any other person, firm or corporation, or from engaging in any other lawful activity, and shall not in any way limit or restrict the Adviser or any of its officers, employees or agents from buying, selling or trading any securities for its or their own accounts or for the accounts of others for whom it or they may be acting; provided, however, that the Adviser will undertake no activities which, in its judgment, will adversely affect the performance of its obligations under this Agreement.(b) The Adviser may manage other investment accounts and funds, including those with investment objectives similar to the Trust. Securities considered as investments for the Trust may also be appropriate for other investment accounts and funds that may be managed by the Adviser. Subject to applicable laws and regulations, the Adviser will attempt to allocate equitably portfolio transactions among the portfolios of its other investment accounts and funds purchasing securities whenever decisions are made to purchase or sell securities by the Trust and one or more of such other accounts or funds simultaneously. In making such allocations, the main factors to be considered by the Adviser will be the respective investment objectives of the Trust and such other accounts and funds, the relative size of portfolio holdings of the same or comparable securities, the availability of cash for investment by the Trust and such other accounts and funds, the size of investment commitments generally held by the Trust and such accounts and funds, and the opinions of the persons responsible for recommending investments to the Trust and such other accounts and funds. 8. Books and Records(a) The Adviser undertakes and agrees to maintain or cause others to maintain, in the form and for the period required by Rule 31a-2 A-5under the 1940 Act, all records relating to the Trusts investments that are required to be maintained by the Trust pursuant to the 1940 Act with respect to the Advisers responsibilities under this Agreement for the Trust, and which are not otherwise maintained by the administrator, fund accounting agent, custodian or other service providers to the Trust.(b) In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Adviser hereby agrees that all records which it maintains for the Trust are the property of the Trust and further agrees to surrender promptly to the Trust any such records upon the Trusts request. 9. CustodyNothing in this Agreement will require the Adviser to take or receive physical possession of cash, securities, or other investments of the Trust. 10. Expenses(a) During the term of this Agreement, the Adviser will bear all costs and expenses of its employees and any overhead incurred in connection with its duties hereunder, except as provided pursuant to paragraph (c) of this Section 10, and shall bear the costs of any salaries or trustees fees of any officers or trustees of the Trust who are affiliated persons (as defined in the 1940 Act) of the Adviser.(b) The Trust will bear all other costs, fees and expenses of its operations and transactions, including those relating to: (1) organization; (2) calculation of the Trusts net asset value (including the cost and expenses of any independent valuation firm, agent or other provider); (3) expenses payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for the Trust and in monitoring the Trusts investments; (4) interest payable on indebtedness and dividends and distributions on preferred shares, as applicable, if any, incurred to finance the Trusts investments; (5) offerings of the Trusts common shares and other securities (including, all fees, costs and expenses related thereto); (6) fees payable to third parties, including agents, legal counsel, consultants or other advisors, relating to, or associated with, evaluating and making investments; (7) administrator, transfer agent and custodian fees; (8) federal and state registration fees; (9) all costs of registration and listing the Trusts shares on any securities exchange; (10) federal, state and local taxes; (11) independent trustees fees and expenses; (12) costs of preparing and filing reports or other documents required by governmental bodies (including the SEC), including printing costs; (13) costs of any reports, proxy statements or other notices to shareholders, including printing costs; (14) insurance premiums for fidelity bond and other insurance coverage, including the Trusts allocable portion of the fidelity bond, trustees and officers errors and omissions liability insurance, including independent trustees liability insurance, and any other insurance premium; (15) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; (16) brokerage commissions, assignment fees and other costs in connection with the purchase, holding or sale of securities and other investment instruments (including, without limitation, security settlement costs); (17) expenses incidental to holding meetings of the Trusts shareholders, including proxy solicitations therefor; provided, however, that the Trust will not bear such expenses with respect to any meeting of the Trusts shareholders held for the purpose of seeking shareholder approval of a new investment advisory agreement in connection A-6with a change of control of the Adviser; (18) unusual, non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust is a party and legal obligations that the Trust may have to indemnify the Trusts directors, officers and/or employees or agents with respect to these actions, suits or proceedings; and (19) all other expenses incurred by the Trust in connection with administering the Trusts business.(c) The Trust may, if and to the extent approved by the Board of Trustees, including a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, from time to time reimburse the Adviser for certain costs and expenses incurred by the Adviser in connection with the management of the Trusts assets, which may include the Trusts allocable share of portfolio management and trading software costs, research expenses (including modeling and analytic software costs), diligence expenses and out-of-pocket travel costs incurred in connection with the management of the Trusts assets. For the avoidance of doubt, in no event shall expenses associated with the general overhead of the Adviser be reimbursed by the Trust.11. Compensation of the Adviser(a) The Trust agrees to pay to the Adviser and the Adviser agrees to accept as full compensation for all services rendered by the Adviser as such, a monthly fee in arrears at an annual rate equal to 0.80% of the Trusts average daily value of the Trusts Managed Assets. For any period less than a month during which this Agreement is in effect, the fee shall be prorated according to the proportion which such period bears to a full month of 28, 29, 30 or 31 days, as the case may be. (b) Managed Assets means the total assets of the Trust, including the assets attributable to the proceeds from financial leverage (including through the issuance of preferred shares or the issuance of senior securities representing indebtedness), minus liabilities, other than liabilities related to any financial leverage. (c) For purposes of this Agreement, the total assets of the Trust shall be calculated pursuant to the procedures adopted by resolutions of the Trustees of the Trust for calculating the value of the Trusts assets.(d) The Adviser may elect from time to time, in its sole discretion, to waive its right to reimbursement or its receipt of the advisory fee.12. Representations and Warranties(a) The Trust represents and covenants to the Adviser as follows:(i) The Trust is duly organized and validly existing under the laws of the State of Delaware with the power to own and possess its assets.(ii) The execution, delivery and performance by the Trust of this Agreement are within the Trusts powers and have been duly authorized by all necessary actions of the Board of Trustees, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or A-7regulation, (ii) the Trusts governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instruments binding upon the Trust.(iii) The Trust is, or will be prior to commencing operations, registered as a closed-end management investment company under the 1940 Act and the Trusts shares are, or will be prior to commencing operations, registered under the Securities Act of 1933, as amended, and under any applicable state securities laws, or exempt from such registration.(b) The Adviser represents and covenants to the Trust as follows:(i) The Adviser is duly organized and validly existing under the laws of the State of Delaware.(ii) The execution, delivery and performance by the Adviser of this Agreement are within the Advisers powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance of this Agreement by the parties to this Agreement, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Advisers governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instruments binding upon the Adviser.(iii) The Adviser is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement.13. Limitation on LiabilityThe Adviser will not be liable for any error of judgment or mistake of law or for any loss suffered by Adviser or by the Trust in connection with the performance of this Agreement, except a loss resulting from a breach of a fiduciary duty with respect to the receipt of compensation for services or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder).14. IndemnificationThe Trust shall indemnify, defend and protect the Adviser, its members and their respective officers, managers, partners, agents, employees, controlling persons, members and any other person affiliated with any of them (collectively, the Indemnified Parties) (each of whom shall be deemed a third party beneficiary hereof) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, A-8investigation or other proceeding (including an action or suit by or in the right of the Trust or its security holders) arising out of or otherwise based upon the performance of any of the Advisers duties or obligations under this Agreement or otherwise as an investment adviser of the Trust. Notwithstanding the foregoing provisions of this Section 12 to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Trust or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of any Indemnified Partys duties or by reason of the reckless disregard of the Advisers duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder).15. Duration and Termination(a) This Agreement shall become effective as of the date hereof and, unless sooner terminated with respect to the Trust as provided herein, shall continue in effect for a period of two years. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Trust for successive periods of 12 months, provided such continuance is specifically approved at least annually by both:(i) the vote of a majority of the Trusts Board of Trustees or the vote of a majority of the outstanding voting securities of the Trust at the time outstanding and entitled to vote, and (ii) the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. (b) Notwithstanding the foregoing, this Agreement may be terminated by the Trust at any time, without the payment of any penalty, upon giving the Adviser 60 days notice (which notice may be waived by the Adviser), provided that such termination by the Trust shall be directed or approved by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Trust at the time outstanding and entitled to vote, or by the Adviser on 60 days written notice to the Trust (which notice may be waived by the Trust). (c) This Agreement will immediately terminate in the event of its assignment. (d) As used in this Agreement, the terms majority of the outstanding voting securities, interested person and assignment shall have the same meanings of such terms in the 1940 Act.(e) The terms of Sections 6, 8, 13 and 14, 18, 19 and 20 of this Agreement shall survive the termination of this Agreement.16. NoticesAny notice under this Agreement shall be in writing to the other party at such address as the other party may designate from time to time for the receipt of such notice and shall be deemed to be received on the earlier of the date actually received or on the fourth day after the postmark if such notice is A-9mailed first class postage prepaid.17. Amendment of this AgreementNo provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. Any amendment of this Agreement shall be subject to the 1940 Act.18. Governing LawThis Agreement shall be governed by and construed in accordance with the laws of the State of Delaware for contracts to be performed entirely therein without reference to choice of law principles thereof and in accordance with the applicable provisions of the 1940 Act.19. Use of the NameThe Adviser has consented to the use by the Trust of the name or identifying word XA, XAI or XA Investments in the name of the Trust. Such consent is conditioned upon the employment of the Adviser as the investment adviser to the Trust. The name or identifying word XA, XAI or XA Investments may be used from time to time in other connections and for other purposes by the Adviser and any of its affiliates. The Adviser may require the Trust to cease using XA, XAI or XA Investments in the name of the Trust, if the Trust ceases to employ, for any reason, the Adviser, any successor thereto or any affiliate thereof as investment adviser of the Trust. If so required by the Adviser, the Trust will cease using XA, XAI or XA Investments in its name as promptly as practicable and make all reasonable efforts to remove XA, XAI or XA Investments from its name.20. Miscellaneous(a) The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.(b) If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. (c) Nothing contained in this Agreement will be deemed to require the Trust to take any action contrary to the Trusts Amended and Restated Agreement and Declaration of Trust or By-laws, as they may be amended and/or restated from time to time, or any applicable statute or regulation, or to relieve or deprive the Board of Trustees of its responsibility for and control of the conduct of the affairs of the Trust. (d) This Agreement shall be binding on, and shall inure to the benefit of the parties hereto and their respective successors.(e) This Agreement may be executed in counterparts by the parties hereto, each of which shall constitute an original counterpart, and all of which, together, shall constitute one Agreement. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.A-10(f) This Agreement constitutes the entire understanding and agreement, and supersedes any and all other proposals, understandings, and agreements among the parties with respect to the subject matter hereof.IN WITNESS WHEREOF, the parties hereto have caused the foregoing instrument to be executed by their duly authorized officers, all as of the day and the year first above written.MADISON COVERED CALL & EQUITY STRATEGY FUNDBy: Name: Title: XA INVESTMENTS LLCBy: Name: Title: A-11EXHIBIT BNEW SUBADVISORY AGREEMENTINVESTMENT SUBADVISORY AGREEMENTINVESTMENT SUB-ADVISORY AGREEMENT (the Agreement), dated as of [ ], 2024 (the Effective Date) among Madison Covered Call and Equity Strategy Fund, a Delaware statutory trust (the Trust), XA Investments LLC, a Delaware limited liability company (the Adviser), and Madison Asset Management, LLC a Wisconsin limited liability company (the Sub-Adviser).WHEREAS, the Adviser has agreed to furnish investment management and advisory services to the Trust, a closed-end management investment company registered under the Investment Company Act of 1940, as amended (the 1940 Act);WHEREAS, the investment advisory agreement between the Adviser and the Trust dated as of [ ] (such agreement or the most recent successor agreement between such parties relating to advisory services to the Trust is referred to herein as the Investment Advisory Agreement) contemplates that the Adviser may sub-contract investment advisory services with respect to the Trust to a sub-adviser(s) pursuant to a sub-advisory agreement(s) agreeable to the Trust and approved in accordance with the provisions of the 1940 Act;WHEREAS, the Adviser wishes to retain the Sub-Adviser to provide certain sub-advisory services; WHEREAS, the Sub-Adviser is a registered investment adviser under the Investment Advisers Act of 1940, as amended (the Advisers Act); andWHEREAS, this Agreement has been approved in accordance with the provisions of the 1940 Act, and the Sub-Adviser is willing to furnish such services upon the terms and conditions herein set forth;NOW, THEREFORE, in consideration of the mutual premises and covenants herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged, it is agreed by and between the parties hereto as follows:1. Appointment(a) The Adviser hereby appoints the Sub-Adviser to act as the investment sub-adviser to the Trust and to furnish the services described herein, for the period and upon the terms herein set forth.(b) The Sub-Adviser hereby agrees, all as more fully set forth herein, to act as investment sub-adviser to the Trust and to furnish the services described below with respect to the investment of the Trusts assets and the purchase of securities for and the sale of securities held in the investment portfolio of the Trust.(c) The Sub-Adviser for all purposes in this Agreement will be deemed to be an independent contractor and, unless otherwise expressly provided or authorized in this Agreement, will have no authority to act for or represent the Adviser or the Trust in any way B-1or otherwise be deemed an agent of the Adviser or the Trust. 2. Duties and Obligations of the Sub-Adviser with Respect to Investment of Assets of the Trust(a) Subject to the oversight and supervision of the Adviser and direction and control of the Trusts Board of Trustees, the Sub-Adviser will act as sub-adviser for the Trust and perform one or more of the following services at the request of the Adviser in connection with the investment and reinvestment of the Trusts assets: (i) managing the investment and reinvestment of the assets of the Trust in accordance with the investment policies and guidelines of the Trust;(ii) subject to the provisions of Section 4 hereof, purchasing and selling securities and other assets for the Trust and placing orders for purchases and sales of assets of the Trust; (iii) providing investment research and credit analysis concerning the assets of the Trust; (iv) monitoring on a daily basis the investment activities and portfolio holdings relating to the Trust;(v) voting proxies relating to the Trusts portfolio securities in accordance with the proxy voting policies and procedures of the Sub-Adviser; and(vi) settlement of transactions and completing corporate actions. (b) At the request of the Adviser, the Sub-Adviser will also, subject to the oversight and supervision of the Adviser and the direction and control of the Trusts Board of Trustees, consult with the Adviser as to the overall management of the assets of the Trust and the investment policies and practices of the Trust, including (but not limited to) the use by the Trust of financial leverage and matters relating to such financial leverage (e.g., form, amount and costs) and the utilization by the Trust of any interest rate or other hedging or risk management transactions in connection therewith. (c) In addition, the Sub-Adviser will keep the Trust and the Adviser informed of developments relating to the Sub-Adviser or the Trusts investments materially affecting the Trust and shall, upon request, furnish to the Adviser and the Trust all information relevant to such developments. (d) The Sub-Adviser will periodically communicate to the Adviser or other service providers of the Trust, at such times as the Adviser may request, information concerning the purchase and sale of securities for the Trust and such other information as the Adviser may reasonably require for purposes of fulfilling its obligations to the Trust under the Investment Advisory Agreement.(e) In addition to the investment policies and guidelines of the Trust, the Adviser may from time to time communicate to the Sub-Adviser instructions (the Instructions) in writing that limit or supplement the investment policies and guidelines and are subject to approval by the Sub-B-2Adviser, which approval shall not be unreasonably withheld. Neither the investment policies and guidelines nor the Instructions shall require the Sub-Adviser to obtain capabilities or resources beyond those it possesses as of the Effective Date. The Adviser shall promptly notify the Sub-Adviser, in writing, of any change in the investment policies and guidelines that is made for any reason, including but not limited to a change by the Adviser, the Trust or in any applicable law or regulation. The Adviser acknowledges that the Sub-Adviser may be required to terminate delivery of certain data or services used in managing the Trust in the event the Sub-Adviser is no longer able to obtain such data or services.(f) The Sub-Adviser shall maintain business continuity, cybersecurity, disaster recovery and backup capabilities and facilities in keeping with industry standards and Securities and Exchange Commission (SEC) requirements through which the Sub-Adviser will be able to perform its obligations hereunder with minimal disruptions or delay. (g) To the extent prohibited by Regulation S-P, the Sub-Adviser and its affiliates will not disclose any non-public personal information, as defined in Regulation S-P, received from the Trust regarding any shareholder unless in accordance with an exception under Regulation S-P, or as otherwise may be permitted by law. The Sub-Adviser represents and warrants that, in accordance with applicable state privacy laws and Regulation S-P, it has implemented safeguards by adopting policies and procedures reasonably designed to: (i) insure the security and confidentiality of records and non-public personal information of shareholders; (ii) protect against any anticipated threats or hazards to the security or integrity of shareholder records and non-public personal information; and (iii) protect against unauthorized access to or use of such shareholder records or non-public personal information that could result in substantial harm or inconvenience to any shareholder. The Sub-Adviser shall treat confidentially all records of the Trust and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where the Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or (ii) when so requested by the Trust.(h) The Sub-Adviser acknowledges that, in compliance with the Bank Secrecy Act, as amended, the USA PATRIOT Act, and any implementing regulations thereunder (together, the AML Laws), the Trust has adopted anti-money laundering policies and procedures (the AML Policies). The Sub-Adviser agrees to comply with the Trusts AML Policies and the AML Laws, as the same may apply to the Sub-Adviser, now and in the future, and understands and agrees that the Trust may disclose information regarding the Sub-Adviser to governmental and/or regulatory or self-regulatory authorities to the extent required by applicable law or regulation and may file reports with such authorities as may be required by such law or regulation.(i) The Sub-Adviser shall provide such information as may reasonably be requested by the Adviser and/or the Board of Trustees under Section 15(c) of the 1940 Act in connection with its annual consideration of this Agreement.B-3(i) Nothing in this Agreement is deemed to impose on the Sub-Adviser responsibility for the preparation of the Trusts financial statements or the Trusts other financial and regulatory filing and reporting obligations, provided that the Sub-Adviser shall provide sub-certifications in the form reasonably requested by the Trust relating to the Sub-Advisers services under this Agreement to assist the Trust in complying with the provisions of the Sarbanes-Oxley Act of 2002.3. Covenants(a) In the performance of its duties under this Agreement, the Sub-Adviser shall at all times conform to, and act in accordance with, any requirements imposed by:(i) the provisions of the 1940 Act and the Advisers Act and all applicable Rules and Regulations of the SEC; (ii) any other applicable provision of law; (iii) the provisions of this Agreement and Declaration of Trust and By-Laws of the Trust, as such documents are amended from time to time; (iv) the investment objective, policies and restrictions of the Trust as set forth in its Registration Statement on Form N-2 and as supplemented from time to time by the Trusts shareholder reports and other SEC filings; and (v) any policies and determinations of the Board of Trustees of the Trust.(b) The Sub-Adviser will not consult with any other sub-adviser of the Trust or any other sub-adviser to a fund under common control with the Trust concerning transactions of the Trust in securities or other assets.(c) The Sub-Adviser will maintain a written code of ethics (the Code of Ethics) pursuant to Rule 17j-1 under the 1940 Act, a copy of which will be provided to the Trust and the Adviser, and will institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Sub-Adviser will follow such Code of Ethics in performing its services under this Agreement.(d) The Sub-Adviser will maintain compliance policies and procedures adopted pursuant to Rule 206(4)-7 under the Advisers Act and Rule 38a-1 under the 1940 Act, a copy of which will be provided to the Trust and the Adviser, and follow such compliance policies and procedures in performing its services under this Agreement; and(e) The Sub-Adviser will cooperate with the chief compliance officer of the Trust in connection with the implementation and operation of the Trusts compliance policies and procedures adopted pursuant to Rule 38a-1 under the 1940 Act, and will prepare necessary reports and provide the Trusts chief compliance officer with access to information reasonably necessary for the Trust to comply with Rule 38a-1.4. Portfolio Transactions(a) In the performance of its duties under this Agreement, the Sub-Adviser will place orders either directly with the issuer or with any broker B-4or dealer. Subject to the other provisions of this paragraph, in placing orders with brokers and dealers, the Sub-Adviser will attempt to obtain the best price and the most favorable execution of its orders, and all such brokerage placement shall be made in compliance with Section 28(e) of the Securities Exchange Act of 1934, as amended. In placing orders, the Sub-Adviser will consider the experience and skill of the firms securities traders as well as the firms financial responsibility and administrative efficiency. Consistent with this obligation, the Sub-Adviser may select brokers on the basis of the research, statistical and pricing services they provide to the Trust and other clients of the Sub-Adviser. Information and research received from such brokers will be in addition to, and not in lieu of, the services required to be performed by the Sub-Adviser hereunder. A commission paid to such brokers may be higher than that which another qualified broker would have charged for effecting the same transaction, provided that the Sub-Adviser determines in good faith that such commission is reasonable in terms either of the transaction or the overall responsibility of the Sub-Adviser to the Trust and its other clients and that the total commissions paid by the Trust will be reasonable in relation to the benefits to the Trust over the long-term. In no instance, however, will the Trusts securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except to the extent permitted by the SEC or by applicable law.(b) At the request of the Adviser or the Trust, the Sub-Adviser will identify and provide a written description to the Adviser and the Board of Trustees of the Trust of soft dollar arrangements that the Sub-Adviser maintains with respect to the Trust or with brokers or dealers that execute transactions for the Trust, and of research and other services provided to the Sub-Adviser by a broker or dealer (whether prepared by such broker or dealer or by a third party) as a result, in whole or in part, of the direction of Trust transactions to the broker or dealer. (c) From time to time, the Sub-Adviser or brokers or dealers affiliated with it may find themselves in a position to buy for certain of their clients (each an Account) securities which the Sub-Advisers investment advisory clients wish to sell, and to sell for certain of their clients securities which advisory clients wish to buy. Where one of the parties is an advisory client, the Sub-Adviser or the affiliated broker or dealer cannot participate in this type of transaction (known as a cross transaction) on behalf of an advisory client and retain commissions from one or both parties to the transaction without the advisory clients consent. This is because in a situation where the Sub-Adviser is making the investment decision (as opposed to a brokerage client who makes his own investment decisions), and the Sub-Adviser or an affiliate is receiving commissions from both sides of the transaction, there is a potential conflicting division of loyalties and responsibilities on the Sub-Advisers part regarding the advisory client. However, the SEC has adopted a rule under the Advisers Act that permits the Sub-Adviser or its affiliates to participate on behalf of an Account in agency cross transactions if the advisory client has given written consent in advance. Therefore, by execution of this Agreement, the Trust authorizes the Sub-Adviser or its affiliates to participate in agency cross transactions involving an Account. The Trust may revoke its consent at any time by written notice to the Sub-Adviser.5. ConfidentialityEach of the Trust, the Adviser and the Sub-Adviser acknowledge and agree that in satisfying its respective obligations under and performing B-5services in connection with this Agreement, any party may have access to another partys confidential and proprietary information and materials concerning or pertaining to the others business (confidential information). Each party will receive and hold such information in the strictest confidence, and acknowledge, represent, and warrant that it will use its best efforts to protect the confidentiality of this information to the same degree of care as it would its own confidential information. Each party agrees that, without the prior written consent of the other party, which approval shall not be unreasonably withheld, such party will not use, copy, or divulge to third parties or otherwise use, except in accordance with the terms of this Agreement, any confidential information of another party without the prior written consent of such other party; provided, however, this covenant shall not apply to (i) information which is in the public domain now or when it becomes in the public domain in the future, other than by reason of a breach of this Agreement, (ii) information which has come to a party from a lawful source not bound to maintain the confidentiality of such information, other than from any other party or an affiliate or representative of that party, (iii) information which is independently developed without the use of confidential information, (iv) disclosures which are required by law, regulatory authority, regulation or legal process or are made to any regulatory agency in the normal course of an examination, audit or investigation involving such party, or (v) disclosure as reasonably necessary in the course of business to third parties subject to a duty to maintain the confidentiality of the information. Notwithstanding the foregoing, the Sub-Adviser may disclose information it receives from or on behalf of the Trust or the Adviser to officers and employees of the Sub-Adviser or any of its affiliates in the course of providing the services under this Agreement and the Sub-Adviser may disclose the Trusts TIN information to third parties as required to perform the Sub-Advisers services under this Agreement. 6. Services Not Exclusive(a) Nothing in this Agreement shall prevent the Sub-Adviser or any officer, employee or other affiliate thereof from acting as investment adviser for any other person, firm or corporation, or from engaging in any other lawful activity, and shall not in any way limit or restrict the Sub-Adviser or any of its officers, employees or agents from buying, selling or trading any securities for its or their own accounts or for the accounts of others for whom it or they may be acting; provided, however, that the Sub-Adviser will undertake no activities which, in its judgment, will adversely affect the performance of its obligations under this Agreement.(b) The Sub Adviser currently manages, and may in the future manage, other investment accounts and funds, including those with investment objectives similar to the Trust. Securities considered as investments for the Trust may also be appropriate for other investment accounts and funds that may be managed by the Sub-Adviser. Subject to applicable laws and regulations, the Sub-Adviser will attempt to allocate equitably portfolio transactions among the portfolios of its other investment accounts and funds purchasing securities whenever decisions are made to purchase or sell securities by the Trust and one or more of such other accounts or funds over time. In making such allocations, the main factors to be considered by the Sub-Adviser will be the respective investment objectives of the Trust and such other accounts and funds, the relative size of portfolio holdings of the same or comparable securities, the availability of cash for investment by the Trust and such other accounts and funds, the size of investment commitments generally B-6held by the Trust and such accounts and funds, and the opinions of the persons responsible for recommending investments to the Trust and such other accounts and funds. 7. Books and Records(a) The Sub-Adviser undertakes and agrees to maintain or cause others to maintain, in the form and for the period required by Rule 31a-2 under the 1940 Act, all records relating to the Trusts investments that are required to be maintained by the Trust pursuant to the 1940 Act with respect to the Sub-Advisers responsibilities under this Agreement for the Trust, and which are not otherwise maintained by the administrator, fund accounting agent, custodian or other service providers to the Trust.(b) In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which it maintains for the Trust are the property of the Trust and further agrees to surrender promptly to the Trust any such records upon the Trusts request, except for any software or other intellectual property that is proprietary to, or owned or licensed by, the Sub-Adviser or any of its affiliates, which shall remain the property of the Sub-Adviser. Notwithstanding the foregoing, the Sub-Adviser shall retain those original records or copies of records in order to comply with the Advisers Act record keeping requirement, applicable law and its own internal policies.(c) Each of the Adviser and the Trust shall own, have custody of and maintain its general corporate accounts and records. At reasonable times and upon reasonable notice, the Trust shall provide the Sub-Adviser with access to all books, records, accounts, facilities, and personnel necessary or appropriate for the performance of the Sub-Advisers obligations under this Agreement. 8. CustodyNothing in this Agreement will require the Sub-Adviser to take or receive physical possession of cash, securities, or other investments of the Trust. The Trust shall select, engage and maintain at the Trusts expense one or more custodians meeting the requirements of Section 17(f) of the 1940 Act and the rules, regulations and interpretations thereunder (each a Custodian) to serve as Custodian(s) of the Trust assets. The Adviser shall provide the Sub-Adviser, in writing, the identity of each Custodian, any change in a Custodian and all other information regarding the Custodian(s) required for the Sub-Adviser to carry out its duties under this Agreement. The Adviser shall notify each Custodian of the appointment of the Sub-Adviser and of the authority of the Sub-Adviser to effect investments with respect to the Trust assets. All transactions authorized by this Agreement are made by payment to or delivery by the Custodian(s). The Sub-Adviser shall have no rights or responsibilities, including to direct payment or move cash or assets of the Trust, that would be defined as taking custody under the Advisers Act. In connection with the Trusts custody agreement(s), the Adviser and the Trust will ensure that no such rights are given to the Sub-Adviser. The Trust and the Adviser will ensure that the Sub-Adviser may use the Depositary Trust Companys Institutional Delivery System for trade confirmation and settlement. B-79. Expenses(a) During the term of this Agreement, the Sub-Adviser will bear all costs and expenses of its employees and any overhead incurred in connection with its duties hereunder, except as provided pursuant to paragraph (d) of this Section 9, and shall bear the costs of any salaries or trustees fees of any officers or trustees of the Trust who are affiliated persons (as defined in the 1940 Act) of the Sub-Adviser.(b) The Sub-Adviser shall not be responsible for any expenses of the Adviser or the Trust not specifically set forth in this Section 9 or otherwise in any written agreement between the Sub-Adviser and the Trust or the Adviser, as the case may be.(c) The Trust will bear all other costs, fees and expenses of its operations and transactions, including those relating to: (1) organization; (2) calculation of the Trusts net asset value (including the cost and expenses of any independent valuation firm, agent or other provider); (3) expenses payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for the Trust and in monitoring the Trusts investments; (4) interest payable on indebtedness and dividends and distributions on preferred shares, as applicable, if any, incurred to finance the Trusts investments; (5) offerings of the Trusts common shares and other securities (including, all fees, costs and expenses related thereto); (6) fees payable to third parties, including agents, legal counsel, consultants or other advisors, relating to, or associated with, evaluating and making investments; (7) administrator, transfer agent and custodian fees; (8) federal and state registration fees; (9) all costs of registration and listing the Trusts shares on any securities exchange; (10) federal, state and local taxes; (11) independent trustees fees and expenses; (12) costs of preparing and filing reports or other documents required by governmental bodies (including the SEC), including printing costs; (13) costs of any reports, proxy statements or other notices to shareholders, including printing costs; (14) insurance premiums for fidelity bond and other insurance coverage, including the Trusts allocable portion of the fidelity bond, trustees and officers errors and omissions liability insurance, including independent trustees liability insurance, and any other insurance premium; (15) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; (16) brokerage commissions, assignment fees and other costs in connection with the purchase, holding or sale of securities and other investment instruments (including, without limitation, security settlement costs; (17) expenses incidental to holding meetings of the Trusts shareholders, including proxy solicitations therefor; provided, however, that the Trust will not bear such expenses with respect to any meeting of the Trusts shareholders held for the purpose of seeking approval of a new investment sub-advisory agreement in connection with a change of control of the Sub-Adviser; (18) unusual, non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust is a party and legal obligations that the Trust may have to indemnify the Trusts directors, officers and/or employees or agents with respect to these actions, suits or proceedings; and (19) all other expenses incurred by the Trust in connection with administering the Trusts business.B-810. Compensation of the Sub-Adviser(a) The Trust agrees to pay to the Sub-Adviser, and the Sub-Adviser agrees to accept as full compensation for all services rendered by the Sub-Adviser under this Agreement, a monthly fee in arrears in an amount equal to the specified percentage of the advisory fee payable to the Adviser from the Trust (the Sub-Advisory Fee):Average Daily Managed AssetsSub-Adviser Percentage of Management Fees / (Fee Rate)Type of Fee SplitFirst $175 million55% / (0.44%)AbsoluteGreater than $175 million and up to $25050% / (0.40%)BlendedOver $250 million*50% / (0.40%)Absolute* If the Trusts Daily Managed Assets exceed $250 million for a period of more than 10 consecutive trading days, the Trusts management fee split will be reset to 50% to the Sub-Adviser and 50% to the Adviser on an Absolute Fee Split basis.(b) For any period less than a month during which this Agreement is in effect, the fee shall be prorated according to the proportion which such period bears to a full month of 28, 29, 30 or 31 days, as the case may be.(c) Blended Fee Split means the total sub-advisory fees paid to the Sub-Adviser will be a result of different sub-advisory fee rates assessed to different asset levels. By way of example, in a theoretical scenario in which the Trust has Managed Assets of $200 million, the resulting Sub-Advisory Fees for the Sub-Adviser will be equal to (0.44% x $175 million) + (0.40% x $25 million), with a Blended Fee Split of 0.431%.(d) Absolute Fee Split means the total sub-advisory fees paid to the Sub-Adviser will be a result of the applicable fee rate multiplied by all of the Trusts Managed Assets.(e) Managed Assets means the total assets of the Trust, including the assets attributable to the proceeds from financial leverage (including through the issuance of preferred shares or the issuance of senior securities representing indebtedness), minus liabilities, other than liabilities related to any financial leverage.(f) For purposes of this Agreement, the total assets of the Trust shall be calculated pursuant to the procedures adopted by resolutions of the Trusts Board of Trustees for calculating the value of the Trusts assets.(g) The Sub-Adviser may elect from time to time, in its sole discretion, to waive its right to receipt of all or a portion of the Sub-Advisory Fee.11. Representations and Warranties(a) The Trust represents and covenants to the Sub-Adviser as follows:(i) The Trust is duly organized and validly existing under the laws of the State of Delaware with the power to own and possess its assets.B-9(ii) The execution, delivery and performance by the Trust of this Agreement are within the Trusts powers and have been duly authorized by all necessary actions of the Board of Trustees, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (1) any provision of applicable law, rule or regulation, (2) the Trusts governing instruments, or (3) any agreement, judgment, injunction, order, decree or other instruments binding upon the Trust.(iii) The Trust is, or will be prior to commencing operations, registered as a closed-end management investment company under the 1940 Act and the Trusts shares are, or will be prior to commencing operations, registered under the Securities Act of 1933, as amended, and under any applicable state securities laws, or exempt from such registration.(iv) Prior to the Sub-Adviser commencing services under this Agreement, the Trust will have legal title to the assets in the Trust and no restrictions shall exist as to the ownership or transfer of such assets unless specifically set forth in this Agreement.(b) The Adviser represents and covenants to the Sub-Adviser as follows:(i) The Adviser is duly organized and validly existing under the laws of the State of Delaware.(ii) The execution, delivery and performance by the Adviser of this Agreement are within the Advisers powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance of this Agreement by the parties to this Agreement, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (1) any provision of applicable law, rule or regulation, (2) the Advisers governing instruments, or (3) any agreement, judgment, injunction, order, decree or other instruments binding upon the Adviser.(iii) This Agreement constitutes a valid and binding obligation of the Adviser, enforceable against the Adviser in accordance with its terms, except to the extent such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, or similar laws affecting the rights of creditors generally and by general equity principles.(iv) The Adviser is not prohibited by the 1940 Act or B-10the Advisers Act from serving as investment adviser to the Trust.(v) The Adviser hereby acknowledges receipt of Sub-Advisers Form ADV, Part 2 before, or at the time of, signing this Agreement.(c) The Sub-Adviser represents and covenants to the Adviser and the Trust as follows:(i) The Sub-Adviser is duly organized and validly existing under the laws of the State of Wisconsin.(ii) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Advisers powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance of this Agreement by the parties to this Agreement, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (1) any provision of applicable law, rule or regulation, (2) the Sub-Advisers governing instruments, or (3) any agreement, judgment, injunction, order, decree or other instruments binding upon the Sub-Adviser.(iii) This Agreement constitutes a valid and binding obligation of the Sub-Adviser, enforceable against the Sub-Adviser in accordance with its terms, except to the extent such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, or similar laws affecting the rights of creditors generally and by general equity principles.(iv) The Sub-Adviser is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement.12. Certain InformationThe Adviser shall promptly notify the Sub-Adviser, and the Sub-Adviser shall promptly notify the Trust and the Adviser in writing of the occurrence of any of the following events:(a) such party failing to be registered as an investment adviser under the Advisers Act;(b) such party having been served or otherwise have notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Trust;(c) the occurrence of any change in control of such party or any parent of such party within the meaning of the 1940 Act; or B-11(d) the occurrence of any material adverse change in the business or financial position of such party. 13. Limitation on LiabilityThe Sub-Adviser will not be liable for any error of judgment or mistake of law or for any loss suffered by Sub-Adviser, the Adviser or by the Trust in connection with the performance of this Agreement, except a loss resulting from a breach of a fiduciary duty with respect to the receipt of compensation for services or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder). Nothing herein shall constitute a waiver or restriction of any partys rights under applicable federal or state securities laws.14. IndemnificationThe Trust shall indemnify, defend and protect the Sub-Adviser, its members and their respective officers, managers, partners, parent, corporate group affiliates, agents, employees, controlling persons, members, and any other person affiliated with any of them (collectively, the Indemnified Parties) (each of whom shall be deemed a third party beneficiary hereof) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Trust or its security holders) arising out of or otherwise based upon the performance of any of the Sub-Advisers duties or obligations under this Agreement or otherwise as an investment adviser of the Trust. Notwithstanding the foregoing provisions of this Section 14 to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Trust or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of any Indemnified Partys duties or by reason of the reckless disregard of the Sub-Advisers duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder).15. Duration and Termination(a) This Agreement shall become effective as of the Effective Date and, unless sooner terminated with respect to the Trust as provided herein, shall continue in effect for a period of two years. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Trust for successive periods of 12 months, provided such continuance is specifically approved at least annually by both:(i) the vote of a majority of the Trusts Board of Trustees or the vote of a majority of the outstanding voting securities of the Trust at the time outstanding and entitled to vote, and B-12(ii) the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. (b) Notwithstanding the foregoing, this Agreement may be terminated by (i) the Adviser or the Trust at any time, without the payment of any penalty, upon giving the Sub-Adviser 60 days notice (which notice may be waived by the Sub-Adviser), provided that such termination by the Trust shall be directed or approved by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Trust at the time outstanding and entitled to vote, or (ii) the Sub-Adviser on 60 days written notice to the Trust and the Adviser (which notice may be waived by the Trust or the Adviser on behalf of both the Trust and the Adviser). (c) This Agreement will immediately terminate in the event of its assignment and will immediately terminate upon any termination of the Investment Advisory Agreement between the Trust and the Adviser.(d) As used in this Agreement, the terms majority of the outstanding voting securities, interested person and assignment shall have the same meanings of such terms in the 1940 Act.(e) The terms of Sections 5, 7, 10, 13, 14, 18, 19 and 20 of this Agreement shall survive the termination of this Agreement.16. NoticesAny notice under this Agreement shall be in writing to the other parties and shall be considered as properly given or made if (a) sent by overnight delivery by a nationally recognized air courier service, (b) sent by electronic mail with no receipt of error in the delivery, or (c) mailed by registered or certified mail, return receipt requested, and if addressed to the respective address listed below:If to Adviser, to: XA Investments, LLC 321 North Clark Street #2430 Chicago, IL 60654 Attention: General CounselIf to the Trust, to:Madison Covered Call & Equity Strategy Fund 321 North Clark Street #2430 Chicago, IL 60654 Attention: Chief Executive OfficerIf to Sub-Adviser, to:Madison Investment Holdings, Inc. 550 Science Drive Madison, WI 53711 Attention: Steven A. Carlor at such address as the other party may designate from time to time for the receipt of such notice and shall be deemed effective on receipt.17. Amendment of this AgreementNo provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. Any amendment of this Agreement shall be subject to the 1940 Act.B-1318. Governing LawThis Agreement shall be governed by and construed in accordance with the laws of the State of Delaware for contracts to be performed entirely therein without reference to choice of law principles thereof and in accordance with the applicable provisions of the 1940 Act. WAIVER OF JURY TRIAL AND PUNITIVE DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND ANY RIGHT TO SEEK PUNITIVE OR CONSEQUENTIAL DAMAGES.19. Use of the NameThe Sub-Adviser has consented to the use by the Trust of the name or identifying word Madison in the name of the Trust. Such consent is conditioned upon the employment of the Sub-Adviser as the investment sub-adviser to the Trust. The name or identifying word Madison may be used from time to time solely in connection with the Sub-Advisers services under this Agreement. The Sub-Adviser may require the Trust to cease using Madison in the name of the Trust, if the Trust ceases to employ, for any reason, the Sub-Adviser, any successor thereto or any affiliate thereof as investment sub-adviser of the Trust. If so required by the Sub-Adviser, the Trust will cease using Madison in its name as promptly as practicable and make all reasonable efforts to remove Madison from its name.20. Miscellaneous(a) The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.(b) If any provision of this Agreement is invalid, illegal, or unenforceable under applicable law of mandatory application, the validity, legality, and enforceability of that provision or condition in other instances and of the remaining provisions and conditions are not in any way affected thereby. (c) Nothing contained in this Agreement will be deemed to require the Trust to take any action contrary to the Trusts Amended and Restated Agreement and Declaration of Trust or By-laws, as they may be amended and/or restated from time to time, with notice to the Sub-Adviser, or any applicable statute or regulation, or to relieve or deprive the Board of Trustees of its responsibility for and control of the conduct of the affairs of the Trust. (d) This Agreement shall be binding on, and shall inure to the benefit of the parties hereto and their respective successors.(e) This Agreement may be executed in counterparts by the parties hereto, each of which when executed is deemed to be an original and all of which together are deemed to be one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.B-14(f) This Agreement constitutes the entire understanding and agreement, and supersedes any and all other proposals, understandings, and agreements among the parties with respect to the subject matter hereof.IN WITNESS WHEREOF, the parties hereto have caused the foregoing instrument to be executed by their duly authorized officers, all as of the day and the year first above written.MADISON COVERED CALL & EQUITY STRATEGY FUNDBy: Name: Title: XA INVESTMENTS LLCBy: Name: Title: MADISON ASSET MANAGEMENT, LLCBy: Name: Title: B-15EXHIBIT COTHER FUNDS WITH SIMILAR INVESTMENT OBJECTIVESMadison. The table below provides information regarding other registered investment companies managed by Madison which have a similar investment objective as the Fund.Name of Other FundOther Funds Investment ObjectiveAdvisers Management FeeNet Assets as of December 31, 2023Has Adviser Agreed to Waive or Reduce its Management Fee under any Applicable Contract?Madison Covered Call & Equity Income FundSeeks to provide consistent total return and, secondarily, to provide a high level of income and gains from option premiums.0.85%$261,020,326NoMadison Covered Call ETFSeeks to provide consistent total return and secondarily, to produce a high level of income and gains.0.90%1$82,690,175No1 Pursuant to an investment advisory agreement between Madison and the Madison ETFs Trust, on behalf of each series thereof (each, a Series), each Series has agreed to pay an annual unitary management fee to Madison. This unitary management fee is designed to pay each Series expenses and to compensate Madison for the services it provides to each Series. Out of the unitary management fee, Madison pays substantially all expenses of each Series, including the cost of investment management services, transfer agency, custody, fund administration, legal, audit and other service and license fees. The unitary fee does not cover, and therefore, each Series pays directly, interest, taxes, brokerage commissions, acquired fund fees and expenses and other expenses connected with the execution of portfolio transactions, distribution, and service fees payable pursuant to a Rule 12b-1 plan, if any, and extraordinary expenses.XAI. XAI does not manage other registered investment companies which have a similar investment objective as the Fund.C-1THIS PAGE INTENTIONALLY LEFT BLANKEVERY VOTE IS IMPORTANTMADISON COVERED CALL & EQUITY STRATEGY FUNDPO Box 43131Providence, RI 02940-3131VOTING OPTION:VOTE ON THE INTERNETLog on to:www.proxy-direct.comor scan the QR codeFollow the on-screen instructionsavailable 24 hoursVOTE BY PHONECall 1-800-337-3503Follow the recorded instructionsavailable 24 hoursVOTE BY MAILVote, sign and date this Proxy Card and return in the postage-paid envelopePlease detach at perforation before mailing.PROXYMADISON COVERED CALL & EQUITY STRATEGY FUNDSPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 15, 2024THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES. Greg D. Hoppe and Kyle Schalow (the Proxyholders), or any of them, each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Special Meeting of shareholders of the Madison Covered Call & Equity Strategy Fund (the "Fund"), to be held on Tuesday, October 15, 2024 at 9:00 a.m., local time at the offices of Madison Asset Management, LLC, 550 Science Drive, Madison, Wisconsin 53711, and any adjournments or postponements thereof.Shares represented by this proxy card when properly executed will be voted in the manner directed herein by the shareholder, and in the discretion of such proxies, upon any and all other matters as may properly come before the Special Meeting or any adjournment or postponement thereof. If no direction is made, on a properly executed card, this proxy will be voted "FOR" the proposals. If any of the Trustee nominees for any reason are unable or unwilling to serve, the Proxyholders will vote for the election of such other person as they may consider qualified. The shareholder hereby acknowledges receipt of this Notice of Special Meeting and Proxy Statement for the Special Meeting to be held on October 15, 2024.VOTE VIA THE INTERNET: www.proxy-direct.comVOTE VIA THE TELEPHONE: 1-800-337-3503MCC__34064_062724PLEASE MARK, SIGN, AND DATE ON THE REVERSE SIDE AND RETURN THE PROXY CARD USING THE ENCLOSED ENVELOPE.xxxxxxxxxxxxxx codeEVERY SHAREHOLDERS VOTE IS IMPORTANTImportant Notice Regarding the Availability of Proxy Materials for theSpecial Meeting to Be Held on October 15, 2024.The Proxy Statement for this meeting is available at:https://www.madisonfunds.com/MCNproxyPlease detach at perforation before mailing. TO VOTE, MARK BOXES BELOW IN BLUE OR BLACK AS SHOWN IN THIS EXAMPLE: xA.Proposals. THE BOARD RECOMMENDS YOU VOTE FOR THE FOLLOWING PROPOSALS: FOR AGAINST ABSTAIN 1. To approve a new investment advisory agreement between the Fund and XA Investments, LLC. FOR AGAINST ABSTAIN2. To approve a new investment subadvisory agreement among the Fund, Madison Asset Management, LLC and XA Investments, LLC. 3. To approve the election of five trustees to the Board of Trustees. FOR WITHHOLD01. Danielle Cupps* 02. Gregory Dingens** 03. Philip Franklin** 04. Scott Craven Jones*** 05. William Meyers*** *Class I Trustee to serve until the Funds 2027 Annual Meeting of Shareholders or until her successor shall have been elected and qualified.**Class II Trustee to serve until the Funds 2025 Annual Meeting of Shareholders or until his successor shall have been elected and qualified.***Class III Trustee to serve until the Funds 2026 Annual Meeting of Shareholders or until his successor shall have been elected and qualified.B. Authorized Signatures This section must be completed for your vote to be counted. Sign and Date Below.Note: Please sign exactly as your name(s) appear(s) on this proxy card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature.Date (mm/dd/yyyy) Please print date belowSignature 1 Please keep signature within the boxSignature 2 Please keep signature within the boxScanner bar code xxxxxxxxxxxxxx MCC 34064 xxxxxxxx Class II Trustee, since 2021; current term ends 2027See Mr. Jones biographical information in table above under the heading New Board of Trustees Nominees.16See Mr. Jones biographical information in table above under the heading New Board of Trustees Nominees. See Mr. Jones biographical information in table above under the heading New Board of Trustees Nominees. See Mr. Jones biographical information in table above under the heading New Board of Trustees Nominees. Steven P. Riege1954Class III Trustee, since 2015; current term ends 2025Ovation Leadership (management consulting), Milwaukee, WI, Owner/President, 2001 Present.Madison Funds (15 open end funds) and Ultra Series Fund (14 open end funds), 2005 Present; Madison ETFs (4 open end funds), June 2023 PresentInterested TrusteesJill M. Friedow(2)1964Class II Trustee, since 2023; current term ends 2027Vice President, 2023 PresentMadison Investment Holdings, Inc. (MIH), Madison Investment Advisors, LLC (MIA) and Madison Asset Management, LLC (Madison), Chief Technology Officer & Director of Operations, 2019-Present; Vice President & Director of Operations, 2010 - 2019; Vice President & Operations Manager, 2003-2010; Operations Manager, 1999-2003.30Madison Funds (15 open end funds) and Ultra Series Fund (14 open end funds), 2023 Present.(1) The term Madison Fund Complex refers to (i) the Madison Funds with 15 portfolios, (ii) the Ultra Series Fund with 14 portfolios, (iii) the Madison ETFs Trust with 4 active portfolios, and (iv) the Fund.(2) Ms. Friedow is an interested person of the Fund because of her position with Madison.For the Funds last fiscal year, the Current Board met five times. Each member of the Current Board attended 100% of the board meetings and the meetings of the board committees on which the trustee served during such period. Shareholders wishing to communicate with the Current Board or individual trustees should send such correspondence to the offices of Madison, 28550 Science Drive, Madison, Wisconsin 53711, c/o MCN, Secretary. Shareholder communications will be sent directly to the applicable board member(s). The Fund currently does not have a policy with respect to board members attendance at shareholder meetings.Current Executive Officers of the FundThe following table sets forth information concerning the current executive officers of the Fund, each of whom is expected to resign following the Closing of the Transaction, as the New Board is expected to appoint executive officers from the XAI organization and/or service providers to XAI. Jill Friedow is a Vice President of the Fund, and her biographical information is provided under the heading Information about the Current Board of Trustees, above. The mailing address for each current executive officer is 550 Science Drive, Madison, Wisconsin 53711.Name and Year of BirthPosition(s) Held with FundTerm of Office and Length of Time ServedPrincipal Occupation(s) During Past Five YearsPatrick F. Ryan1979PresidentSince March 2020Madison and MIA, Head of Multi-Asset Solutions and Portfolio Manager, 2018 Present; Madison Funds and Ultra Series Fund, President, March 2020 - Present; Madison ETFs, President, June 2023 PresentSteve J. Fredricks1970Chief Compliance Officer and Assistant SecretarySince 2018Madison and MIA, Chief Legal Officer, March 2020 Present and Chief Compliance Officer, 2018 Present; Madison Funds and Ultra Series Fund, Chief Compliance Officer and Assistant Secretary, 2018 - Present; Madison ETFs, Compliance Officer and Assistant Secretary, June 2023 Present; Jackson National Asset Management, LLC, Senior Vice President and Chief Compliance Officer, 2005 2018Greg D. Hoppe1969Vice President;Chief Financial OfficerSince March 2020; Since 2019MIH and MIA, Vice President, 1999 - Present; Madison, Vice President, 2009 Present; Madison Funds and Ultra Series Fund, Chief Financial Officer, 2019 - Present; Madison ETFs, Chief Financial Officer and Treasurer, June 2023 Present29Name and Year of BirthPosition(s) Held with FundTerm of Office and Length of Time ServedPrincipal Occupation(s) During Past Five YearsKyle Schalow1995Assistant TreasurerSince July 2024Madison and MIA, Senior Accountant, 2022 - Present; Madison Funds, Ultra Series Fund and Madison ETFs Trust, Assistant Treasurer, July 2024 PresentBaker Tilly US LLP, Senior Accountant, 2018 2022Terri Wilhelm1968Secretary;Assistant SecretarySince July 2024; from 2022 - June 2024Madison and MIA, Senior Compliance Analyst, September 2022 Present; Madison Funds and Ultra Series Fund, Secretary, July 2024 - Present and Assistant Secretary 2022 June 2024; Madison ETFs, Secretary July 2024 - Present and Assistant Secretary, June 2023 July 2024;State of Wisconsin Investment Board, Senior Paralegal, 2017 2022Brandon Redwing1979Assistant Secretary andAnti-Money Laundering OfficerSince July 2024Madison and MIA, Mutual Fund Operations Manager, April 2024 - Present; Madison Funds, Ultra Series Fund and Madison ETFs Trust, Assistant Secretary and Anti-Money Laundering Officer, July 2024 Present. SS&C Technologies, Client Relationship Manager 2020 March 2024Current Board Committees, Leadership Structure and Risk Oversight Committees. The Current Board has determined that the efficient conduct of the trustees affairs makes it desirable to delegate responsibility for certain specific matters to committees of the Current Board. The committees meet as often as necessary, either in conjunction with regular meetings of the trustees or otherwise. The Current Board currently has two standing committees: the Audit Committee and the Nominating and Governance Committee.Audit Committee. The Current Board has an Audit Committee which is comprised of Richard E. Struthers (Chair), Steven P. Riege and Scott C. Jones. In addition to being independent trustees, as defined under the 1940 Act, each of these trustees also meets the additional independence requirements set forth in the NYSE Listed Company rules. The Audit Committee is charged with selecting an independent registered public accounting firm for the Fund and reviewing accounting matters with the Funds independent registered public accounting firm. The Audit Committee 30of the Current Board met four times during the last fiscal year. The Audit Committee presents the following report:The Audit Committee: (i) reviewed and discussed with management of the Fund the audited financial statements of the Fund for the fiscal year ended December 31, 2023; (ii) discussed with the Funds independent registered public accounting firm the matters required to be discussed under Public Company Accounting Oversight Board ("PCAOB") Auditing Standard No. 16, Communications with Audit Committee and all other communications required by other PCAOB Standards or Rules; and (iii) received the written disclosures and the letter from the Funds independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent accountants communications with the Audit Committee concerning the independence of the Funds independent registered public accounting firm. Based on these reviews and discussions, the Audit Committee recommended to the Current Board that the financial statements be included in the Funds Annual Report for the fiscal year ended December 31, 2023 and filed with the SEC.The Audit Committee is governed by a written charter, the most recent version of which was approved by the Current Board on May 23, 2024 (the Audit Committee Charter). In accordance with proxy rules promulgated by the SEC, the Funds Audit Committee Charter is required to be filed at least once every three years as an exhibit to the Funds proxy statement, and was last filed in 2022 as Attachment A to the Funds proxy statement. It is also available on the Funds website at www.madisonfunds.com. You may request a hard copy of the Audit Committee Charter to be mailed to you by calling the Fund toll-free at 1-800-767-0300.Nominating & Governance Committee. The Current Board has a Nominating & Governance Committee which is comprised of Steven P. Riege (Chair), Richard E. Struthers and Scott C. Jones. In addition to being independent trustees, as defined under the 1940 Act, each of these trustees also meets the additional independence requirements set forth in the NYSE Listed Company rules. The Nominating & Governance Committee of the Current Board met four times during the last fiscal year.The Nominating & Governance Committee is governed by a written charter, the most recent version of which was approved by the Current Board on February 22, 2024 (the Nominating & Governance Committee Charter). In accordance with proxy rules promulgated by the SEC, the Funds Nominating & Governance Committee Charter is required to be filed at least once every three years as an exhibit to the Funds proxy statement, and was last filed in 2022 as Attachment B to the Funds proxy statement. It is also available on the Funds website at www.madisonfunds.com. You may request a hard copy of the Nominating & Governance Committee Charter to be mailed to you by calling the Fund toll-free at 1-800-767-0300.As part of its duties, the Nominating & Governance Committee makes recommendations to the full Current Board with respect to candidates for the board. The Nominating & Governance Committee also will consider 31trustee candidates recommended by shareholders. In considering candidates submitted by shareholders, the Nominating & Governance Committee will take into consideration the needs of the board and the qualifications of the candidate. To have a candidate considered by the Nominating & Governance Committee, a shareholder must submit the recommendation in writing and must include the information required by the Procedures for Shareholders to Submit Nominee Candidates, which are set forth in Appendix A to the Nominating & Governance Committee Charter. The shareholder recommendation must be sent to the Funds Secretary, c/o Madison Asset Management, LLC, 550 Science Drive, Madison, Wisconsin 53711.Leadership Structure. The Current Board is relatively small and operates in a collegial atmosphere. Although no member is formally charged with acting as Chair, Mr. Ryan, the President of the Fund, acts as the Chairperson of board meetings. All Current Board members are expected to provide their input into establishing the boards meeting agenda. Likewise, each Current Board meeting contains a standing agenda item for any board member to raise new or additional items he or she believes is important in connection with Fund governance. The Current Board has charged Mr. Riege with acting as the lead independent trustee for purposes of communicating with Madison, the Funds Chief Compliance Officer, counsel to the independent trustees and Fund counsel on matters relating to the Current Board as a whole. The independent trustees often meet in executive session without representatives of Madison present (including meetings with counsel, the Chief Compliance Officer, and the Funds independent public accounting firm).Current Boards Role in Risk Oversight. Madison is responsible for the overall risk management of the Fund, which includes supervising its affiliated and third-party service providers and identifying and mitigating possible events that could adversely impact the Funds business, operations or performance. Risks to the Fund include investment, legal, compliance and regulatory risks, as well as the risk of operational failure or lack of business continuity. The Current Board oversees risk management of the Funds investment programs through the Audit Committee and through oversight by the Current Board itself. The Chief Compliance Officer of the Fund, who reports directly to the independent trustees, provides the Current Board with quarterly updates and a comprehensive annual report regarding the processes and controls in place to address regulatory, compliance, legal and operational risk. The Current Board exercises its oversight in conjunction with Madison, the Funds Chief Compliance Officer, Fund counsel and counsel to the independent trustees by requesting reports and presentations at regular intervals throughout the year. Additionally, the Audit Committee receives periodic reports from the Funds independent accountants. The Current Boards committee structure requires an independent trustee to serve as chair of the Nominating & Governance Committee and the Audit Committee. The Current Board receives regular written reports describing and analyzing the investment performance of the Fund. In addition, the portfolio managers of the Fund meet with the Current Board periodically to discuss portfolio performance and answer the Boards questions with respect to portfolio strategies and risks. The Current Board also receives regular written reports from the Funds Chief Financial Officer that enable the Board to monitor the number of fair valued securities in the Funds portfolio, the reasons for the fair valuation and the methodology used to arrive at the fair value. Such reports 32also include information concerning illiquid securities within the Funds portfolio. The Current Board and/or the Audit Committee may also review valuation procedures and pricing results with the Funds independent auditors in connection with the review of the results of the audit of the Funds year-end financial statements. The Current Board also receives regular compliance reports prepared by the compliance staff of Madison, and meets regularly with the Funds Chief Compliance Officer to discuss compliance issues, including compliance risks. As required under applicable rules, the independent trustees meet regularly in executive session with the Funds Chief Compliance Officer. The Current Board also adopts compliance policies and procedures for the Fund and approves such procedures as appropriate for certain of the Funds service providers. The compliance policies and procedures are specifically designed to detect and prevent violations of the federal securities laws.The Current Board recognizes that it is not possible to identify all of the risks that may affect the Fund or to develop processes and controls to eliminate or mitigate their occurrence or effects. The Current Board periodically reviews the effectiveness of its oversight of the Fund and the processes and controls in place to limit identified risks. The Current Board may, at any time and in its discretion, change the manner in which it conducts its risk oversight role.Given the small size of the Current Board, its committee structure, the openness of Current Board meetings to active input by all Current Board members, its utilization of executive sessions, the role of the lead independent trustee and the Current Boards quarterly focus on compliance and risk management, the Current Board has determined that its current leadership structure is appropriate for the protection of Fund investors.New Board Proposed Committees, Leadership Structure and Risk Oversight Committees. It is expected that the New Board will establish two standing committees, an Audit Committee and a Governance Committee. The committees are expected to meet as often as necessary, either in conjunction with regular meetings of the trustees or otherwise.Audit Committee. The Audit Committee will be generally responsible for reviewing and evaluating issues related to the accounting and financial reporting policies and internal controls of the Fund and, as appropriate, the internal controls of certain service providers, overseeing the quality and objectivity of the Funds financial statements and the audit thereof and acting as a liaison between the New Board and the Funds independent registered public accounting firm. It is expected that the Audit Committee will be composed entirely of independent trustees. The Audit Committee will be governed by a written Audit Committee Charter, which will be approved by the New Board at its first meeting. Once approved, a copy of the Audit Committee Charter will be available on the Funds website at www.xainvestments.com.Governance Committee. The Governance Committee will be responsible for recommending qualified candidates to the New Board in the event that a position is vacated or created. In considering trustee nominee candidates, the Governance Committee will take into account a wide variety of factors, including the overall diversity of the New Boards composition. It is expected that the Governance Committee will be composed entirely of 33independent trustees. It is anticipated that the Governance Committee will consider recommendations by shareholders if a vacancy were to exist. In considering candidates recommended to the Governance Committee by shareholders, the Governance Committee will take into consideration the needs of the New Board and the qualifications of the candidate. The Governance Committee may also take into consideration the number of shares held by the recommending shareholder and the length of time that such shares have been held. In order to be considered, following the Closing Date, such recommendations should be forwarded to the Secretary of the Fund, c/o XA Investments LLC, 321 North Clark Street, Suite 2430, Chicago, Illinois 60654. The Governance Committee will be governed by a written Governance Committee Charter, which will be approved by the New Board at its first meeting. Once approved, a copy of the Governance Committee Charter will be available on the Funds website at www.xainvestments.com.Leadership Structure. The primary responsibility of the New Board will be to represent the interests of the Fund and its shareholders, and to provide oversight of the management of the Fund. The New Board will be comprised of five trustees, four of whom (including the chairperson) are independent trustees and one of whom is an interested trustee. Generally, the New Board will act by majority vote of all the trustees, including a majority vote of the independent trustees if required by applicable law.It is proposed that Mr. Dingens will be appointed as the independent chairperson, who will preside at meetings of the New Board and who will be responsible for, among other things, setting the tone of New Board meetings and seeking to encourage open dialogue and independent inquiry among the New Trustees and management. The New Board will meet regularly four times each year to discuss and consider matters concerning the Fund, and also hold special meetings to address matters arising between regular meetings. Regular meetings generally will take place in-person; other meetings may take place in-person or by telephone. The New Board will establish two standing committees (as described above) and will delegate certain responsibilities to those committees, each of which will be comprised solely of independent trustees. The New Board and its committees will meet periodically throughout the year to oversee the Funds activities, review contractual arrangements with service providers, review the Funds financial statements, oversee compliance with regulatory requirements, and review performance. The independent trustees will be represented by independent legal counsel at board and committee meetings and will regularly meet outside the presence of Fund management. The New Board believes that this leadership structure, including an independent chairperson, a supermajority of independent trustees and committee membership limited to independent trustees, is appropriate in light of the characteristics and circumstances of the Fund.New Boards Role in Risk Oversight. The New Board will oversee risk directly and through the committee structure it intends to establish. As described above, the New Board expects to establish an Audit Committee and a Governance Committee to assist in its oversight functions, including its oversight of the risks of the Fund. Each committee will report its activities to the New Board on a regular basis. The New Board intends to adopt and periodically review policies, procedures and controls designed to address different types of risks, including, among others, investment risk, liquidity risk, operational risk, and valuation risk, as well as the overall business risk 34relating to the Fund. The New Board will also oversee the implementation of a variety of processes, procedures and controls by the Fund, XAI, Madison and other service providers to the Fund to address various risks. In addition, as part of the New Boards anticipated periodic review of the Funds service provider agreements, including agreements with XAI and Madison, the New Board may consider risk management aspects of the service providers operations and the functions for which they are responsible.The New Board will appoint a Chief Compliance Officer for the Fund, who will oversee the development of compliance policies and procedures of the Fund that are reasonably designed to minimize the risk of violations of the federal securities laws. The Chief Compliance Officer will report directly to the New Boards independent trustees, and will provide presentations to the New Board at its quarterly meetings and an annual report on the application of the compliance policies. The New Board will discuss relevant risks affecting the Fund with the Chief Compliance Officer at these meetings. The New Board will approve compliance policies and will review the Chief Compliance Officers reports. Further, the New Board will annually review the effectiveness of the compliance policies, as well as the appointment and compensation of the Chief Compliance Officer.The New Board will require officers of the Fund to report to the New Board on a variety of matters at regular and special meetings of the New Board and its committees, as applicable, including matters relating to risk management. The Audit Committee will also receive reports from the Funds independent registered public accounting firm on internal control and financial reporting matters. In addition, the New Board will receive reports from XAI and Madison on the investments and securities trading of the Fund. The New Board will also require XAI and Madison to report to the New Board on other matters relating to risk management on a regular and as-needed basis.Board CompensationThe following table sets forth the compensation paid to each member of the Current Board by the Fund for the Funds fiscal year ended December 31, 2023. In addition, all independent trustees are reimbursed for reasonable travel and out-of-pocket expenses incurred to attend meetings of the Current Board or its committees. The Funds interested trustees and officers receive no compensation from the Fund for performing the duties of their office. 35Trustee NameAggregate Compensationfrom FundTotal Compensation from Fund and Madison Fund Complex(1)Scott C. Jones$12,000$74,000Steven P. Riege(2)$13,000$123,000Richard E. Struthers$12,000$115,000(1) The term Madison Fund Complex refers to (i) the Madison Funds with 15 portfolios, (ii) the Ultra Series Fund with 14 portfolios, (iii) the Madison ETFs Trust with 4 active portfolios, and (iv) the Fund. (2) As lead independent trustee, Mr. Riege receives an additional $8,000 from the Madison Fund Complex, $1,000 of which is allocated to the Fund.Board Transactions with Fund AffiliatesAs of the date hereof, none of the independent trustees on the Current Board, the nominees for independent trustee on the New Board, nor their immediate family members owned beneficially or of record any securities of Madison, XAI, or any of their affiliates. In addition, during the past five years, neither the independent trustees on the Current Board, the nominees for independent trustee on the New Board, nor members of their immediate families, had a direct or indirect interest, the value of which exceeds $120,000, in Madison, XAI, or any of their affiliates. Likewise, since the beginning of the last two completed fiscal years of the Fund, neither the independent trustees on the Current Board, the nominees for independent trustee on the New Board, nor members of their immediate families had a direct or indirect interest in any transaction or series of transactions, the value of which exceeds $120,000 and to which any of the following persons was (or is to be) a party: (i) the Fund, (ii) any officer of the Fund, or (iii) Madison, XAI, or any of their affiliates. Consequences of Shareholders not approving the New BoardIf the New Board is not approved by shareholders, the Fund will abandon all three Proposals, and Madison will continue to serve as the investment adviser of the Fund and the Current Board will continue to oversee the Fund. Recommendation of the Board of TrusteesFor the reasons set forth above, the Current Board recommends that shareholders of the Fund vote FOR each New Trustee.36ADDITIONAL INFORMATIONInformation about the FundThe Fund is a closed-end management investment company organized as a Delaware statutory trust. Madison Asset Management, LLC is the investment adviser to the Fund. Madisons principal office is located at 550 Science Drive, Madison, Wisconsin 53711. In addition to investment management services, under the Existing Advisory Agreement, Madison is also responsible for managing the Funds administrative affairs under an Existing Services Agreement, and in this capacity, oversees State Street Bank and Fund Company (State Street), which currently serves as sub-administrator to the Fund. State Streets address is 801 Pennsylvania Avenue, Kansas City, Missouri 64105. The Funds current custodian is State Street, and its current transfer agent is Computershare, 150 Royall Street, Suite 101, Canton, MA 02021. The Fund does not place any brokerage transactions with any affiliates of Madison. XA Investments LLC is proposed to be the new investment adviser to the Fund as a result of the Transaction, with Madison serving as the subadviser to the Fund. XAIs principal office is located at 321 North Clark Street, Suite 2430, Chicago, Illinois 60654. Information about MadisonMadison Asset Management, LLC was founded in 1974, and is a direct, wholly-owned (100% owned) subsidiary of Madison Investment Holdings (MIH), the ultimate corporate parent of Madison. Both Madisons and MIH's principal office is located at 550 Science Drive, Madison, Wisconsin 53711. As of May 31, 2024, Madison and its affiliates managed approximately $25.7 billion in assets, including open-end mutual funds, separately managed accounts and wrap accounts. Exhibit B contains information with respect to other funds managed by Madison which have a similar investment objective as the Fund. The mailing address of principal officers and directors of MIH is 550 Science Drive, Madison, Wisconsin 53711. Information regarding the principal executive officers and directors of Madison is as follows: NameTitle/Principal OccupationSteven CarlChairman of the Board and Board Member of MIH; (Principal Executive Officer; Chief Distribution Officer)Paul LefurgeyBoard Member of MIH(Retired)Frank BurgessBoard Member of MIH(Retired)Richard EisingerBoard Member of MIH(Head of Equities, Portfolio Manager)Information about XAIXA Investments LLC was founded in 2016 by XMS Capital Partners. XAIs principal office is located at 321 North Clark Street, Suite 2430, Chicago, Illinois 60654. As of May 31, 2024, XAI and its affiliates managed $681 million in assets, including two closed-end funds. XAI also provides investment fund restructuring and consulting services focused on closed-end 37funds. Exhibit B contains information with respect to other funds managed by XAI which have a similar investment objective as the Fund. Information regarding the principal executive officers and directors of XAI is as follows:NameTitleJohn Yogi SpenceCo-Chief Executive OfficerTheodore F. BrombachCo-Chief Executive OfficerKimberly Ann FlynnPresidentBenjamin D. McCullochGeneral Counsel & Managing DirectorKevin B. DavisManaging Director & Head of SalesInformation about Independent Registered Public Accounting FirmFor the fiscal years ended December 31, 2022 and December 31, 2023, and the current fiscal year ending December 31, 2024, Deloitte & Touche LLP (D&T) has been selected as the Funds independent registered public accounting firm by the Audit Committee of the Fund to audit the accounts of the Fund. The Fund does not know of any direct or indirect financial interest of D&T in the Fund. Representatives of D&T will not be in attendance at the Meeting.Audit Fees. The aggregate fees billed to the Fund by D&T for professional services rendered for the audit of the Funds annual financial statements for the Funds fiscal years ended December 31, 2022 and December 31, 2023 were approximately $23,950 and $24,450, respectively.Audit-Related Fees. The aggregate fees billed by D&T and approved by the Audit Committee of the Fund for the Funds fiscal years ended December 31, 2022 and December 31, 2023 for assurance and related services reasonably related to the performance of the audit of the Funds annual financial statements were $0 and $0, respectively. D&T did not perform any other assurance and related services that were required to be approved by the Funds Audit Committee for such periods.Tax Fees. The aggregate fees billed by D&T and approved by the Audit Committee of the Fund for the Funds fiscal years ended December 31, 2022 and December 31, 2023 for professional services rendered for tax compliance, tax advice, and tax planning were approximately $4,652 and $4,799, respectively (such fees relate to tax services provided by D&T in connection with the review of the Funds tax returns). D&T did not perform any other tax compliance or tax planning services or render any tax advice that was required to be approved by the Funds Audit Committee for such periods.All Other Fees. Other than those services described above, D&T did not perform any other services on behalf of the Fund for the Funds fiscal years ended December 31, 2022 and December 31, 2023.Audit Committees Pre-Approval Policies and Procedures. As noted above, the Audit Committee is governed by the Audit Committee Charter, which includes Pre-Approval Policies and Procedures. The Audit Committee of the Fund has (i) pre-approved all audit and non-audit services provided by D&T to the Fund, and (ii) all non-audit services provided by D&T to Madison, or any entity controlling, controlled by, or under common control with Madison that provides ongoing services to the Fund which are related to the operations of the Fund (of which there were none), for the fiscal years ended December 3831, 2022 and December 31, 2023. None of the services described above for the Funds fiscal years ended December 31, 2022 and December 31, 2023 were approved by the Audit Committee pursuant to the pre-approval exception under Rule 2-01(c)(7)(i)(c) of Regulation S-X promulgated by the SEC.Voting InformationGeneral; Record Date. The record holders of the outstanding shares of the Fund as of the close of business on July 22, 2024 (the Record Date) are entitled to vote at the Meeting and any adjournment or postponement thereof. Each shareholder is entitled to one vote per share and a fractional vote with respect to fractional shares. Whether you expect to be personally present at the Meeting or not, we encourage you to vote by proxy. You can do this by phone or the Internet or by completing, dating, signing, and returning the accompanying proxy card using the enclosed postage prepaid envelope. By voting by proxy, your shares will be voted as you instruct. If no choice is indicated, your shares will be voted FOR each Proposal, and in the discretion of the persons named as proxies on such other matters that properly may come before the Meeting.Any shareholder giving a proxy may revoke it at any time before it is exercised at the Meeting by submitting to the Secretary of the Fund a written notice of revocation or a subsequently signed proxy card (i.e., a later-dated proxy), or by attending the Meeting and voting in person. A prior proxy can also be revoked by proxy voting again through the website or toll-free number noted on the enclosed proxy card. Proxy cards and written notices of revocation must be received by the Fund prior to the Meeting. If not so revoked, the shares represented by the proxy will be voted at the Meeting and any postponements or adjournments of the Meeting. Attendance by a shareholder at the Meeting does not by itself revoke a proxy.As of the Record Date, the Fund had 21,087,537 shares issued and outstanding.Solicitation of Proxies and Related Costs. The solicitation of proxies will occur principally by mail. In addition to solicitation by mail, certain officers and representatives of the Fund and officers and employees of Madison (who will receive no extra compensation for their services) and representatives of the Funds proxy solicitor, Computershare, may solicit proxies by telephone, the Internet, facsimile, letter, or other electronic means. If instructions are recorded by telephone, the person soliciting the proxies will use procedures designed to authenticate shareholders identities to allow shareholders to authorize the voting of their shares in accordance with their instructions, and to confirm that a shareholders instructions have been properly recorded.The expenses incurred in connection with preparing the Proxy Statement and its enclosures and all related legal and proxy solicitation expenses will be paid by Madison and/or XAI. These expenses are estimated to be approximately $250,000.Quorum. In order for a vote on any Proposal to be taken at the Meeting, there must exist a quorum of shareholders of the Fund eligible to vote on such Proposal. To have a quorum, the holders of a majority of the shares entitled to vote on each Proposal must be present in person or by proxy at the Meeting. 39For this purpose, whether a quorum exists is determined on a Proposal-by-Proposal basis.Abstentions and Broker Non-Votes. For purposes of determining the presence of a quorum for each Proposal, abstentions and broker non-votes are treated as present. Broker non-votes occur when a nominee holding shares for a beneficial owner does not vote on a Proposal because the nominee does not have discretionary voting powers with respect to that Proposal and has not received instructions from the beneficial owner. Abstentions and broker non-votes have the effect of a vote against Proposals 1 and 2, while abstentions and broker non-votes have no effect on the outcome of Proposal 3. Adjournment. It may become necessary from time to time to adjourn the Meeting in order to allow more time to solicit additional proxies, as necessary, if there are insufficient votes at the time of the Meeting to constitute a quorum or to approve any Proposal. Under the Funds governing documents, any meeting of shareholders, whether or not a quorum is present, may be adjourned from time to time by: (i) the vote of the majority of the shares represented at that meeting, either in person or by proxy; or (ii) in his or her discretion by the chairperson of the meeting. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting. Accordingly, if a quorum is not present at the Meeting with respect to any Proposal, it is expected that the holders of proxies will vote to authorize the adjournment of the Meeting with respect to such Proposal(s) in order to solicit additional proxies. Even if a quorum is present at the Meeting with respect to some or all Proposals, but there are insufficient votes to approve a Proposal, it is also expected that the holders of proxies will vote to authorize the adjournment of the Meeting to solicit additional proxies with respect to such Proposal(s). If the Meeting is adjourned, the adjourned meeting must be held not later than 180 days after the Record Date and may be held without further notice, other than an announcement at the Meeting in accordance with the Funds governing documents and as permitted under Delaware law. Votes Required to Pass the ProposalsProposal 1. In order for the New Advisory Agreement to be approved, it must be approved by the holders of a majority of the outstanding voting securities of the Fund. The term majority of the outstanding voting securities (as defined in the 1940 Act and used in this Proxy Statement) means: the affirmative vote of the lesser of (i) 67% or more of the voting securities of the Fund present at the Meeting if more than 50% of the outstanding voting securities of the Fund are present in person or by proxy, or (ii) more than 50% of the outstanding voting securities of the Fund. Proposal 2. In order for the New Subadvisory Agreement to be approved, it must be approved by the holders of a majority of the outstanding voting securities of the Fund, using the same definition of this term described above regarding Proposal 1. Proposal 3. In order for the New Trustees to be elected, the entire slate of nominees must be approved by the affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote at the Meeting. Votes withheld will have the same effect as a vote against the Proposal.Please note that if you sign, date, and return the proxy card, but do not specify a vote on each Proposal, your shares will be voted in favor of each Proposal, and in the discretion of the proxies named therein with respect to any other 40business that may properly come before the Meeting or any postponements or adjournments thereof. IMPORTANT: Each Proposal must be approved in order for the Fund to move forward with any of the Proposals. If shareholders do not approve one of the Proposals, the Fund will abandon all three Proposals, and Madison will continue to serve as the investment adviser of the Fund and the Current Board will continue to oversee the Fund. No Dissenters RightsShareholders have no rights under applicable law or the Funds Declaration of Trust or Bylaws to exercise dissenters rights of appraisal with respect to any Proposal.Summary of Certain Aspects of Delaware Control Share Acquisition StatuteThe Fund is subject to the control share acquisition statute (the Control Share Statute) contained in Subchapter III of the Delaware Statutory Trust Act (the DSTA), which became automatically applicable to listed closed-end funds, such as the Fund.The Control Share Statute provides for a series of voting power thresholds above which shares are considered control beneficial interests (referred to here as control shares). Once a threshold is reached, an acquirer has no voting rights under the DSTA with respect to shares acquired in excess of that threshold (i.e., the control shares) unless approved by shareholders of the Fund or exempted by the Board. The Control Share Statute provides procedures for an acquirer to request a shareholder meeting for the purpose of considering whether voting rights shall be accorded to control shares.The foregoing is only a summary of certain aspects of the Control Share Statute. Some uncertainty around the application under the 1940 Act of state control share statutes exists as a result of recent federal and state court decisions that have found that certain control share acquisition provisions violate the 1940 Act.Security Ownership of Management, Trustees and Principal ShareholdersAs of the Record Date, to the best of the knowledge of the Fund, no trustee or officer of the Fund beneficially owned 1% or more of the outstanding shares of the Fund, and the trustees and the officers of the Fund, as a group, beneficially owned less than 1% of the outstanding shares of the Fund. The Current Board is not aware of any arrangements, the operation of which may result in a change in control of the Fund. The following table shows the dollar range of the Funds equity securities that are beneficially owned* by each member of the Current Board and the existing officers as of the Record Date. As of the same date, the nominees for New Trustee did not hold any equity securities of the Fund. * Beneficial Ownership is determined in accordance with Section 16a-1(a)(2) of the Exchange Act.41Trustee/Officer NameDollar Range of Beneficially-Owned Securities of the FundAggregate Dollar Range of Beneficially-Owned Securities of the Madison Fund Complex(1)Scott C. JonesNoneOver $100,000Steven P. RiegeNone$10,001 - $50,000Richard E. StruthersNone$10,001 - $50,000Jill M. Friedow$0 - $10,000$50,001 - $100,000Patrick F. RyanNoneOver $100,000Steve J. FredricksNone$50,001 - $100,000Greg D. HoppeNoneOver $100,000Brandon RedwingNone$1 - $10,000Kyle SchalowNoneNoneTerri WilhelmNoneNone(1) The term Madison Fund Complex refers to (i) the Madison Funds with 15 portfolios, (ii) the Ultra Series Fund with 14 portfolios, (iii) the Madison ETFs Trust with 4 active portfolios, and (iv) the Fund.As of the Record Date, to the knowledge of the Fund, no person owned of record or owned beneficially more than 5% of the voting securities of the Fund.Section 16 Beneficial Ownership Reporting ComplianceSection 16(a) of the Exchange Act and Section 30(h) of the 1940 Act require the Funds executive officers and trustees, certain officers of the Funds investment adviser, affiliated persons of the investment adviser, and persons who beneficially own more than 10% of the Funds shares to file certain reports of ownership (Section 16 filings) with the SEC and the NYSE. Based upon the Funds review of the copies of such forms effecting the Section 16 filings received by it, the Fund believes that for Funds fiscal year ended December 31, 2023, all filings applicable to such persons were completed and filed in a timely manner.HouseholdingThe SEC has adopted rules that permit investment companies, such as the Fund, to satisfy delivery requirements for proxy statements with respect to two or more shareholders sharing the same address by delivering a single proxy statement addressed to those shareholders. This process, which is commonly referred to as householding, could result in extra convenience and cost savings for the Fund and its shareholders.If possible, depending on shareholder registration and address information, and unless you have otherwise opted out, only one copy of this Proxy Statement will be sent to shareholders at the same address. However, each shareholder will receive separate proxy cards. If you currently receive multiple copies of proxy statements or shareholder reports and would like to request to receive a single copy of documents in the future, please contact your financial services firm.42Shareholder Proposals for Subsequent MeetingsShareholder proposals intended for inclusion in the Funds proxy statement in connection with the Funds 2025 Annual Meeting of Shareholders pursuant to Rule 14a-8 under the Exchange Act, must be received by the Fund at its principal executive offices by February 12, 2025. In order for the proposals made outside of Rule 14a-8 under the Exchange Act to be considered timely within the meaning of Rule 14a-4(c) under the Exchange Act, such proposals much be received by the Fund at its principal executives offices not later than the close of business on May 3, 2025, nor earlier than the close of business on April 3, 2025. The timely submission of a proposal does not guarantee its inclusion. Whether a proposal is included in a proxy statement will be determined in accordance with applicable federal and state laws, as well as the Funds governing documents.Other Matters to Come Before the MeetingNo business other than the Proposals described in this Proxy Statement are expected to come before the Meeting, but should any other matter requiring a vote of shareholders arise, the persons named as proxies will vote thereon in their discretion according to their best judgment in the interests of the Fund and its shareholders.Dated: August 7, 2024PLEASE COMPLETE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED ENVELOPE. YOU MAY ALSO VOTE BY INTERNET OR TELEPHONE IN ACCORDANCE WITH THE INSTRUCTIONS SET FORTH ON THE ENCLOSED PROXY CARD.43EXHIBIT ANEW INVESTMENT ADVISORY AGREEMENTINVESTMENT ADVISORY AGREEMENTINVESTMENT ADVISORY AGREEMENT (the Agreement), dated as of [ ], 2024 between Madison Covered Call and Equity Strategy Fund, a Delaware statutory trust (the Trust), and XA Investments LLC, a Delaware limited liability company (the Adviser).WHEREAS, the Adviser has agreed to furnish investment management and advisory services to the Trust, a closed-end management investment company registered under the Investment Company Act of 1940, as amended (the 1940 Act);WHEREAS, the Adviser is a registered investment adviser under the Investment Advisers Act of 1940, as amended (the Advisers Act); WHEREAS, this Agreement has been approved in accordance with the provisions of the 1940 Act, and the Adviser is willing to furnish such services upon the terms and conditions herein set forth; andNOW, THEREFORE, in consideration of the mutual premises and covenants herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged, it is agreed by and between the parties hereto as follows:1. Appointment(a) The Trust hereby appoints the Adviser to act as the investment adviser to the Trust and to furnish the management and investment advisory services described herein, for the period and upon the terms herein set forth.(b) The Adviser hereby agrees, all as more fully set forth herein, to act as investment adviser to the Trust with respect to the investment of the Trusts assets and to supervise and arrange for the day-to-day operations of the Trust and the purchase of securities for and the sale of securities held in the investment portfolio of the Trust.(c) The Adviser for all purposes in this Agreement will be deemed to be an independent contractor and, unless otherwise expressly provided or authorized in this Agreement, will have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. 2. Duties and Obligations of the Adviser with Respect to Investment of Assets of the Trust. (a) Subject to the direction and control of the Trusts Board of Trustees, the Adviser shall:(i) act as investment adviser for and supervise and manage the investment and reinvestment of the Trusts assets and, in connection therewith, have complete discretion in purchasing and selling securities and other assets for the Trust and in voting, exercising consents and exercising all other rights appertaining to such securities and other A-1assets on behalf of the Trust; (ii) supervise the investment program of the Trust and the composition of its investment portfolio; and (iii) arrange, subject to the provisions of Section 5 hereof, for the purchase and sale of securities and other assets held in the investment portfolio of the Trust. (b) In performing its duties under this Section 2, the Adviser may delegate some or all of its duties and obligations under this Agreement to one or more investment sub-advisers; provided, however, that any such delegation shall be pursuant to an agreement with terms agreed upon by the Trust and approved in a manner consistent with the 1940 Act and provided, further, that no such delegation shall relieve the Adviser from its duties and obligations of management and supervision of the management of the Trusts assets pursuant to this Agreement and to applicable law.(c) The Adviser shall maintain business continuity, cybersecurity, disaster recovery and backup capabilities and facilities in keeping with industry standards and Securities and Exchange Commission (SEC) requirements through which the Adviser will be able to perform its obligations hereunder with minimal disruptions or delay. (d) To the extent prohibited by Regulation S-P, the Adviser and its affiliates will not disclose any non-public personal information, as defined in Regulation S-P, received from the Trust regarding any shareholder unless in accordance with an exception under Regulation S-P, or as otherwise may be permitted by law. The Adviser represents and warrants that, in accordance with applicable state privacy laws and Regulation S-P, it has implemented safeguards by adopting policies and procedures reasonably designed to: (i) insure the security and confidentiality of records and non-public personal information of shareholders; (ii) protect against any anticipated threats or hazards to the security or integrity of shareholder records and non-public personal information; and (iii) protect against unauthorized access to or use of such shareholder records or non-public personal information that could result in substantial harm or inconvenience to any shareholder. The Adviser shall treat confidentially all records of the Trust and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where the Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or (ii) when so requested by the Trust.(e) The Adviser acknowledges that, in compliance with the Bank Secrecy Act, as amended, the USA PATRIOT Act, and any implementing regulations thereunder (together, the AML Laws), the Trust has adopted anti-money laundering policies and procedures (the AML Policies). The Adviser agrees to comply with the Trusts AML Policies and the AML Laws, as the same may apply to the Adviser, now and in the future, and understands and agrees that the Trust may disclose information regarding the Adviser to governmental and/or regulatory or self-regulatory authorities to the extent required by applicable law or regulation and may file reports with such authorities as may be required by such law or regulation.A-2(f) The Adviser shall provide such information as may reasonably be requested by the Board under Section 15(c) of the 1940 Act in connection with its annual consideration of this Agreement.3. Duties and Obligations of the Adviser with Respect to the Management of the TrustThe Adviser shall perform the management services necessary for the operation of the Trust, including providing the Trust necessary personnel and such other services as the Adviser, subject to review by the Board of Trustees, from time to time shall determine to be necessary or useful to perform its obligations under this Agreement. The Adviser, also on behalf of the Trust, shall conduct relations with administrators, custodians, depositories, transfer agents, pricing agents, investor support service providers, investor relations providers, dividend disbursing agents, other shareholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable.4. Covenants(a) In the performance of its duties under this Agreement, the Adviser shall at all times conform to, and act in accordance with, any requirements imposed by:(i) the provisions of the 1940 Act and the Advisers Act and all applicable Rules and Regulations of the SEC; (ii) any other applicable provision of law; (iii) the provisions of this Agreement and Declaration of Trust and By-Laws of the Trust, as such documents are amended from time to time; (iv) the investment objective, policies and restrictions of the Trust as set forth in its Registration Statement on Form N-2; and (v) any policies and determinations of the Board of Trustees of the Trust.(b) The Adviser will maintain a written code of ethics (the Code of Ethics) pursuant to Rule 17j-1 under the 1940 Act, a copy of which will be provided to the Trust, and will institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Adviser will follow such Code of Ethics in performing its services under this Agreement.(c) The Adviser will maintain compliance policies and procedures adopted pursuant to Rule 206(4)-7 under the Advisers Act and Rule 38a-1 under the 1940 Act, a copy of which will be provided to the Trust, and follow such compliance policies and procedures in performing its services under this Agreement; and(d) The Adviser will cooperate with the chief compliance officer of the Trust in connection with the implementation and operation of the Trusts compliance policies and procedures adopted pursuant to Rule 38a-1 under the 1940 Act, and will prepare necessary reports and provide the Trusts chief compliance officer with access to information reasonably necessary for the Trust to comply with Rule 38a-1.A-35. Portfolio Transactions(a) In the performance of its duties under this Agreement, the Adviser will place orders either directly with the issuer or with any broker or dealer. Subject to the other provisions of this paragraph, in placing orders with brokers and dealers, the Adviser will attempt to obtain the best price and the most favorable execution of its orders, and all such brokerage placement shall be made in compliance with Section 28(e) of the Securities Exchange Act of 1934, as amended. In placing orders, the Adviser will consider the experience and skill of the firms securities traders as well as the firms financial responsibility and administrative efficiency. Consistent with this obligation, the Adviser may select brokers on the basis of the research, statistical and pricing services they provide to the Trust and other clients of the Adviser. Information and research received from such brokers will be in addition to, and not in lieu of, the services required to be performed by the Adviser hereunder. A commission paid to such brokers may be higher than that which another qualified broker would have charged for effecting the same transaction, provided that the Adviser determines in good faith that such commission is reasonable in terms either of the transaction or the overall responsibility of the Adviser to the Trust and its other clients and that the total commissions paid by the Trust will be reasonable in relation to the benefits to the Trust over the long-term. In no instance, however, will the Trusts securities be purchased from or sold to the Adviser, or any affiliated person thereof, except to the extent permitted by the SEC or by applicable law.(b) At the request of the Board of Trustees of the Trust, the Adviser will identify and provide a written description to the Board of Trustees of soft dollar arrangements that the Adviser maintains with respect to the Trust or with brokers or dealers that execute transactions for the Trust, and of research and other services provided to the Adviser by a broker or dealer (whether prepared by such broker or dealer or by a third party) as a result, in whole or in part, of the direction of Trust transactions to the broker or dealer. (c) From time to time, the Adviser or brokers or dealers affiliated with it may find themselves in a position to buy for certain of their clients (each an Account) securities which the Advisers investment advisory clients wish to sell, and to sell for certain of their clients securities which other advisory clients wish to buy. Where one of the parties is an advisory client, the Adviser or the affiliated broker or dealer cannot participate in this type of transaction (known as a cross transaction) on behalf of an advisory client and retain commissions from one or both parties to the transaction without the advisory clients consent. This is because in a situation where the Adviser is making the investment decision (as opposed to a brokerage client who makes his own investment decisions), and the Adviser or an affiliate is receiving commissions from both sides of the transaction, there is a potential conflicting division of loyalties and responsibilities on the Advisers part regarding the advisory client. The SEC has adopted a rule under the Advisers Act that permits the Adviser or its affiliates to participate on behalf of an Account in agency cross transactions if the advisory client has given written consent in advance. By execution of this Agreement, the Trust authorizes the Adviser or its affiliates to participate in agency cross transactions involving an Account. The Trust may revoke its consent at any time by written notice to the Adviser.A-46. ConfidentialityEach of the Trust and the Adviser acknowledge and agree that pursuant to this Agreement, either party may have access to the other partys confidential and proprietary information and materials concerning or pertaining to the others business. Each party will receive and hold such information in the strictest confidence, and acknowledge, represent, and warrant that it will use its best efforts to protect the confidentiality of this information. Each party agrees that, without the prior written consent of the other party, which approval shall not be unreasonably withheld, they will not use, copy, or divulge to third parties or otherwise use, except in accordance with the terms of this Agreement, any information obtained from or through the other party in connection with this Agreement; provided, however, this covenant shall not apply to information (i) which is in the public domain now or when it becomes in the public domain in the future, other than by reason of a breach of this Agreement, (ii) which has come to either party from a lawful source not bound to maintain the confidentiality of such information, other than from the other party or an affiliate or representative of that party, (iii) disclosures which are required by law, regulatory authority, regulation or legal process or are made to any regulatory agency in the normal course of an examination, audit or investigation involving such party, or (iv) disclosure as reasonably necessary in the course of business to third parties subject to a duty to maintain the confidentiality of the information.7. Services Not Exclusive(a) Nothing in this Agreement shall prevent the Adviser or any officer, employee or other affiliate thereof from acting as investment adviser for any other person, firm or corporation, or from engaging in any other lawful activity, and shall not in any way limit or restrict the Adviser or any of its officers, employees or agents from buying, selling or trading any securities for its or their own accounts or for the accounts of others for whom it or they may be acting; provided, however, that the Adviser will undertake no activities which, in its judgment, will adversely affect the performance of its obligations under this Agreement.(b) The Adviser may manage other investment accounts and funds, including those with investment objectives similar to the Trust. Securities considered as investments for the Trust may also be appropriate for other investment accounts and funds that may be managed by the Adviser. Subject to applicable laws and regulations, the Adviser will attempt to allocate equitably portfolio transactions among the portfolios of its other investment accounts and funds purchasing securities whenever decisions are made to purchase or sell securities by the Trust and one or more of such other accounts or funds simultaneously. In making such allocations, the main factors to be considered by the Adviser will be the respective investment objectives of the Trust and such other accounts and funds, the relative size of portfolio holdings of the same or comparable securities, the availability of cash for investment by the Trust and such other accounts and funds, the size of investment commitments generally held by the Trust and such accounts and funds, and the opinions of the persons responsible for recommending investments to the Trust and such other accounts and funds. 8. Books and Records(a) The Adviser undertakes and agrees to maintain or cause others to maintain, in the form and for the period required by Rule 31a-2 A-5under the 1940 Act, all records relating to the Trusts investments that are required to be maintained by the Trust pursuant to the 1940 Act with respect to the Advisers responsibilities under this Agreement for the Trust, and which are not otherwise maintained by the administrator, fund accounting agent, custodian or other service providers to the Trust.(b) In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Adviser hereby agrees that all records which it maintains for the Trust are the property of the Trust and further agrees to surrender promptly to the Trust any such records upon the Trusts request. 9. CustodyNothing in this Agreement will require the Adviser to take or receive physical possession of cash, securities, or other investments of the Trust. 10. Expenses(a) During the term of this Agreement, the Adviser will bear all costs and expenses of its employees and any overhead incurred in connection with its duties hereunder, except as provided pursuant to paragraph (c) of this Section 10, and shall bear the costs of any salaries or trustees fees of any officers or trustees of the Trust who are affiliated persons (as defined in the 1940 Act) of the Adviser.(b) The Trust will bear all other costs, fees and expenses of its operations and transactions, including those relating to: (1) organization; (2) calculation of the Trusts net asset value (including the cost and expenses of any independent valuation firm, agent or other provider); (3) expenses payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for the Trust and in monitoring the Trusts investments; (4) interest payable on indebtedness and dividends and distributions on preferred shares, as applicable, if any, incurred to finance the Trusts investments; (5) offerings of the Trusts common shares and other securities (including, all fees, costs and expenses related thereto); (6) fees payable to third parties, including agents, legal counsel, consultants or other advisors, relating to, or associated with, evaluating and making investments; (7) administrator, transfer agent and custodian fees; (8) federal and state registration fees; (9) all costs of registration and listing the Trusts shares on any securities exchange; (10) federal, state and local taxes; (11) independent trustees fees and expenses; (12) costs of preparing and filing reports or other documents required by governmental bodies (including the SEC), including printing costs; (13) costs of any reports, proxy statements or other notices to shareholders, including printing costs; (14) insurance premiums for fidelity bond and other insurance coverage, including the Trusts allocable portion of the fidelity bond, trustees and officers errors and omissions liability insurance, including independent trustees liability insurance, and any other insurance premium; (15) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; (16) brokerage commissions, assignment fees and other costs in connection with the purchase, holding or sale of securities and other investment instruments (including, without limitation, security settlement costs); (17) expenses incidental to holding meetings of the Trusts shareholders, including proxy solicitations therefor; provided, however, that the Trust will not bear such expenses with respect to any meeting of the Trusts shareholders held for the purpose of seeking shareholder approval of a new investment advisory agreement in connection A-6with a change of control of the Adviser; (18) unusual, non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust is a party and legal obligations that the Trust may have to indemnify the Trusts directors, officers and/or employees or agents with respect to these actions, suits or proceedings; and (19) all other expenses incurred by the Trust in connection with administering the Trusts business.(c) The Trust may, if and to the extent approved by the Board of Trustees, including a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, from time to time reimburse the Adviser for certain costs and expenses incurred by the Adviser in connection with the management of the Trusts assets, which may include the Trusts allocable share of portfolio management and trading software costs, research expenses (including modeling and analytic software costs), diligence expenses and out-of-pocket travel costs incurred in connection with the management of the Trusts assets. For the avoidance of doubt, in no event shall expenses associated with the general overhead of the Adviser be reimbursed by the Trust.11. Compensation of the Adviser(a) The Trust agrees to pay to the Adviser and the Adviser agrees to accept as full compensation for all services rendered by the Adviser as such, a monthly fee in arrears at an annual rate equal to 0.80% of the Trusts average daily value of the Trusts Managed Assets. For any period less than a month during which this Agreement is in effect, the fee shall be prorated according to the proportion which such period bears to a full month of 28, 29, 30 or 31 days, as the case may be. (b) Managed Assets means the total assets of the Trust, including the assets attributable to the proceeds from financial leverage (including through the issuance of preferred shares or the issuance of senior securities representing indebtedness), minus liabilities, other than liabilities related to any financial leverage. (c) For purposes of this Agreement, the total assets of the Trust shall be calculated pursuant to the procedures adopted by resolutions of the Trustees of the Trust for calculating the value of the Trusts assets.(d) The Adviser may elect from time to time, in its sole discretion, to waive its right to reimbursement or its receipt of the advisory fee.12. Representations and Warranties(a) The Trust represents and covenants to the Adviser as follows:(i) The Trust is duly organized and validly existing under the laws of the State of Delaware with the power to own and possess its assets.(ii) The execution, delivery and performance by the Trust of this Agreement are within the Trusts powers and have been duly authorized by all necessary actions of the Board of Trustees, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or A-7regulation, (ii) the Trusts governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instruments binding upon the Trust.(iii) The Trust is, or will be prior to commencing operations, registered as a closed-end management investment company under the 1940 Act and the Trusts shares are, or will be prior to commencing operations, registered under the Securities Act of 1933, as amended, and under any applicable state securities laws, or exempt from such registration.(b) The Adviser represents and covenants to the Trust as follows:(i) The Adviser is duly organized and validly existing under the laws of the State of Delaware.(ii) The execution, delivery and performance by the Adviser of this Agreement are within the Advisers powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance of this Agreement by the parties to this Agreement, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Advisers governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instruments binding upon the Adviser.(iii) The Adviser is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement.13. Limitation on LiabilityThe Adviser will not be liable for any error of judgment or mistake of law or for any loss suffered by Adviser or by the Trust in connection with the performance of this Agreement, except a loss resulting from a breach of a fiduciary duty with respect to the receipt of compensation for services or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder).14. IndemnificationThe Trust shall indemnify, defend and protect the Adviser, its members and their respective officers, managers, partners, agents, employees, controlling persons, members and any other person affiliated with any of them (collectively, the Indemnified Parties) (each of whom shall be deemed a third party beneficiary hereof) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, A-8investigation or other proceeding (including an action or suit by or in the right of the Trust or its security holders) arising out of or otherwise based upon the performance of any of the Advisers duties or obligations under this Agreement or otherwise as an investment adviser of the Trust. Notwithstanding the foregoing provisions of this Section 12 to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Trust or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of any Indemnified Partys duties or by reason of the reckless disregard of the Advisers duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder).15. Duration and Termination(a) This Agreement shall become effective as of the date hereof and, unless sooner terminated with respect to the Trust as provided herein, shall continue in effect for a period of two years. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Trust for successive periods of 12 months, provided such continuance is specifically approved at least annually by both:(i) the vote of a majority of the Trusts Board of Trustees or the vote of a majority of the outstanding voting securities of the Trust at the time outstanding and entitled to vote, and (ii) the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. (b) Notwithstanding the foregoing, this Agreement may be terminated by the Trust at any time, without the payment of any penalty, upon giving the Adviser 60 days notice (which notice may be waived by the Adviser), provided that such termination by the Trust shall be directed or approved by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Trust at the time outstanding and entitled to vote, or by the Adviser on 60 days written notice to the Trust (which notice may be waived by the Trust). (c) This Agreement will immediately terminate in the event of its assignment. (d) As used in this Agreement, the terms majority of the outstanding voting securities, interested person and assignment shall have the same meanings of such terms in the 1940 Act.(e) The terms of Sections 6, 8, 13 and 14, 18, 19 and 20 of this Agreement shall survive the termination of this Agreement.16. NoticesAny notice under this Agreement shall be in writing to the other party at such address as the other party may designate from time to time for the receipt of such notice and shall be deemed to be received on the earlier of the date actually received or on the fourth day after the postmark if such notice is A-9mailed first class postage prepaid.17. Amendment of this AgreementNo provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. Any amendment of this Agreement shall be subject to the 1940 Act.18. Governing LawThis Agreement shall be governed by and construed in accordance with the laws of the State of Delaware for contracts to be performed entirely therein without reference to choice of law principles thereof and in accordance with the applicable provisions of the 1940 Act.19. Use of the NameThe Adviser has consented to the use by the Trust of the name or identifying word XA, XAI or XA Investments in the name of the Trust. Such consent is conditioned upon the employment of the Adviser as the investment adviser to the Trust. The name or identifying word XA, XAI or XA Investments may be used from time to time in other connections and for other purposes by the Adviser and any of its affiliates. The Adviser may require the Trust to cease using XA, XAI or XA Investments in the name of the Trust, if the Trust ceases to employ, for any reason, the Adviser, any successor thereto or any affiliate thereof as investment adviser of the Trust. If so required by the Adviser, the Trust will cease using XA, XAI or XA Investments in its name as promptly as practicable and make all reasonable efforts to remove XA, XAI or XA Investments from its name.20. Miscellaneous(a) The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.(b) If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. (c) Nothing contained in this Agreement will be deemed to require the Trust to take any action contrary to the Trusts Amended and Restated Agreement and Declaration of Trust or By-laws, as they may be amended and/or restated from time to time, or any applicable statute or regulation, or to relieve or deprive the Board of Trustees of its responsibility for and control of the conduct of the affairs of the Trust. (d) This Agreement shall be binding on, and shall inure to the benefit of the parties hereto and their respective successors.(e) This Agreement may be executed in counterparts by the parties hereto, each of which shall constitute an original counterpart, and all of which, together, shall constitute one Agreement. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.A-10(f) This Agreement constitutes the entire understanding and agreement, and supersedes any and all other proposals, understandings, and agreements among the parties with respect to the subject matter hereof.IN WITNESS WHEREOF, the parties hereto have caused the foregoing instrument to be executed by their duly authorized officers, all as of the day and the year first above written.MADISON COVERED CALL & EQUITY STRATEGY FUNDBy: Name: Title: XA INVESTMENTS LLCBy: Name: Title: A-11EXHIBIT BNEW SUBADVISORY AGREEMENTINVESTMENT SUBADVISORY AGREEMENTINVESTMENT SUB-ADVISORY AGREEMENT (the Agreement), dated as of [ ], 2024 (the Effective Date) among Madison Covered Call and Equity Strategy Fund, a Delaware statutory trust (the Trust), XA Investments LLC, a Delaware limited liability company (the Adviser), and Madison Asset Management, LLC a Wisconsin limited liability company (the Sub-Adviser).WHEREAS, the Adviser has agreed to furnish investment management and advisory services to the Trust, a closed-end management investment company registered under the Investment Company Act of 1940, as amended (the 1940 Act);WHEREAS, the investment advisory agreement between the Adviser and the Trust dated as of [ ] (such agreement or the most recent successor agreement between such parties relating to advisory services to the Trust is referred to herein as the Investment Advisory Agreement) contemplates that the Adviser may sub-contract investment advisory services with respect to the Trust to a sub-adviser(s) pursuant to a sub-advisory agreement(s) agreeable to the Trust and approved in accordance with the provisions of the 1940 Act;WHEREAS, the Adviser wishes to retain the Sub-Adviser to provide certain sub-advisory services; WHEREAS, the Sub-Adviser is a registered investment adviser under the Investment Advisers Act of 1940, as amended (the Advisers Act); andWHEREAS, this Agreement has been approved in accordance with the provisions of the 1940 Act, and the Sub-Adviser is willing to furnish such services upon the terms and conditions herein set forth;NOW, THEREFORE, in consideration of the mutual premises and covenants herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged, it is agreed by and between the parties hereto as follows:1. Appointment(a) The Adviser hereby appoints the Sub-Adviser to act as the investment sub-adviser to the Trust and to furnish the services described herein, for the period and upon the terms herein set forth.(b) The Sub-Adviser hereby agrees, all as more fully set forth herein, to act as investment sub-adviser to the Trust and to furnish the services described below with respect to the investment of the Trusts assets and the purchase of securities for and the sale of securities held in the investment portfolio of the Trust.(c) The Sub-Adviser for all purposes in this Agreement will be deemed to be an independent contractor and, unless otherwise expressly provided or authorized in this Agreement, will have no authority to act for or represent the Adviser or the Trust in any way B-1or otherwise be deemed an agent of the Adviser or the Trust. 2. Duties and Obligations of the Sub-Adviser with Respect to Investment of Assets of the Trust(a) Subject to the oversight and supervision of the Adviser and direction and control of the Trusts Board of Trustees, the Sub-Adviser will act as sub-adviser for the Trust and perform one or more of the following services at the request of the Adviser in connection with the investment and reinvestment of the Trusts assets: (i) managing the investment and reinvestment of the assets of the Trust in accordance with the investment policies and guidelines of the Trust;(ii) subject to the provisions of Section 4 hereof, purchasing and selling securities and other assets for the Trust and placing orders for purchases and sales of assets of the Trust; (iii) providing investment research and credit analysis concerning the assets of the Trust; (iv) monitoring on a daily basis the investment activities and portfolio holdings relating to the Trust;(v) voting proxies relating to the Trusts portfolio securities in accordance with the proxy voting policies and procedures of the Sub-Adviser; and(vi) settlement of transactions and completing corporate actions. (b) At the request of the Adviser, the Sub-Adviser will also, subject to the oversight and supervision of the Adviser and the direction and control of the Trusts Board of Trustees, consult with the Adviser as to the overall management of the assets of the Trust and the investment policies and practices of the Trust, including (but not limited to) the use by the Trust of financial leverage and matters relating to such financial leverage (e.g., form, amount and costs) and the utilization by the Trust of any interest rate or other hedging or risk management transactions in connection therewith. (c) In addition, the Sub-Adviser will keep the Trust and the Adviser informed of developments relating to the Sub-Adviser or the Trusts investments materially affecting the Trust and shall, upon request, furnish to the Adviser and the Trust all information relevant to such developments. (d) The Sub-Adviser will periodically communicate to the Adviser or other service providers of the Trust, at such times as the Adviser may request, information concerning the purchase and sale of securities for the Trust and such other information as the Adviser may reasonably require for purposes of fulfilling its obligations to the Trust under the Investment Advisory Agreement.(e) In addition to the investment policies and guidelines of the Trust, the Adviser may from time to time communicate to the Sub-Adviser instructions (the Instructions) in writing that limit or supplement the investment policies and guidelines and are subject to approval by the Sub-B-2Adviser, which approval shall not be unreasonably withheld. Neither the investment policies and guidelines nor the Instructions shall require the Sub-Adviser to obtain capabilities or resources beyond those it possesses as of the Effective Date. The Adviser shall promptly notify the Sub-Adviser, in writing, of any change in the investment policies and guidelines that is made for any reason, including but not limited to a change by the Adviser, the Trust or in any applicable law or regulation. The Adviser acknowledges that the Sub-Adviser may be required to terminate delivery of certain data or services used in managing the Trust in the event the Sub-Adviser is no longer able to obtain such data or services.(f) The Sub-Adviser shall maintain business continuity, cybersecurity, disaster recovery and backup capabilities and facilities in keeping with industry standards and Securities and Exchange Commission (SEC) requirements through which the Sub-Adviser will be able to perform its obligations hereunder with minimal disruptions or delay. (g) To the extent prohibited by Regulation S-P, the Sub-Adviser and its affiliates will not disclose any non-public personal information, as defined in Regulation S-P, received from the Trust regarding any shareholder unless in accordance with an exception under Regulation S-P, or as otherwise may be permitted by law. The Sub-Adviser represents and warrants that, in accordance with applicable state privacy laws and Regulation S-P, it has implemented safeguards by adopting policies and procedures reasonably designed to: (i) insure the security and confidentiality of records and non-public personal information of shareholders; (ii) protect against any anticipated threats or hazards to the security or integrity of shareholder records and non-public personal information; and (iii) protect against unauthorized access to or use of such shareholder records or non-public personal information that could result in substantial harm or inconvenience to any shareholder. The Sub-Adviser shall treat confidentially all records of the Trust and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where the Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or (ii) when so requested by the Trust.(h) The Sub-Adviser acknowledges that, in compliance with the Bank Secrecy Act, as amended, the USA PATRIOT Act, and any implementing regulations thereunder (together, the AML Laws), the Trust has adopted anti-money laundering policies and procedures (the AML Policies). The Sub-Adviser agrees to comply with the Trusts AML Policies and the AML Laws, as the same may apply to the Sub-Adviser, now and in the future, and understands and agrees that the Trust may disclose information regarding the Sub-Adviser to governmental and/or regulatory or self-regulatory authorities to the extent required by applicable law or regulation and may file reports with such authorities as may be required by such law or regulation.(i) The Sub-Adviser shall provide such information as may reasonably be requested by the Adviser and/or the Board of Trustees under Section 15(c) of the 1940 Act in connection with its annual consideration of this Agreement.B-3(i) Nothing in this Agreement is deemed to impose on the Sub-Adviser responsibility for the preparation of the Trusts financial statements or the Trusts other financial and regulatory filing and reporting obligations, provided that the Sub-Adviser shall provide sub-certifications in the form reasonably requested by the Trust relating to the Sub-Advisers services under this Agreement to assist the Trust in complying with the provisions of the Sarbanes-Oxley Act of 2002.3. Covenants(a) In the performance of its duties under this Agreement, the Sub-Adviser shall at all times conform to, and act in accordance with, any requirements imposed by:(i) the provisions of the 1940 Act and the Advisers Act and all applicable Rules and Regulations of the SEC; (ii) any other applicable provision of law; (iii) the provisions of this Agreement and Declaration of Trust and By-Laws of the Trust, as such documents are amended from time to time; (iv) the investment objective, policies and restrictions of the Trust as set forth in its Registration Statement on Form N-2 and as supplemented from time to time by the Trusts shareholder reports and other SEC filings; and (v) any policies and determinations of the Board of Trustees of the Trust.(b) The Sub-Adviser will not consult with any other sub-adviser of the Trust or any other sub-adviser to a fund under common control with the Trust concerning transactions of the Trust in securities or other assets.(c) The Sub-Adviser will maintain a written code of ethics (the Code of Ethics) pursuant to Rule 17j-1 under the 1940 Act, a copy of which will be provided to the Trust and the Adviser, and will institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Sub-Adviser will follow such Code of Ethics in performing its services under this Agreement.(d) The Sub-Adviser will maintain compliance policies and procedures adopted pursuant to Rule 206(4)-7 under the Advisers Act and Rule 38a-1 under the 1940 Act, a copy of which will be provided to the Trust and the Adviser, and follow such compliance policies and procedures in performing its services under this Agreement; and(e) The Sub-Adviser will cooperate with the chief compliance officer of the Trust in connection with the implementation and operation of the Trusts compliance policies and procedures adopted pursuant to Rule 38a-1 under the 1940 Act, and will prepare necessary reports and provide the Trusts chief compliance officer with access to information reasonably necessary for the Trust to comply with Rule 38a-1.4. Portfolio Transactions(a) In the performance of its duties under this Agreement, the Sub-Adviser will place orders either directly with the issuer or with any broker B-4or dealer. Subject to the other provisions of this paragraph, in placing orders with brokers and dealers, the Sub-Adviser will attempt to obtain the best price and the most favorable execution of its orders, and all such brokerage placement shall be made in compliance with Section 28(e) of the Securities Exchange Act of 1934, as amended. In placing orders, the Sub-Adviser will consider the experience and skill of the firms securities traders as well as the firms financial responsibility and administrative efficiency. Consistent with this obligation, the Sub-Adviser may select brokers on the basis of the research, statistical and pricing services they provide to the Trust and other clients of the Sub-Adviser. Information and research received from such brokers will be in addition to, and not in lieu of, the services required to be performed by the Sub-Adviser hereunder. A commission paid to such brokers may be higher than that which another qualified broker would have charged for effecting the same transaction, provided that the Sub-Adviser determines in good faith that such commission is reasonable in terms either of the transaction or the overall responsibility of the Sub-Adviser to the Trust and its other clients and that the total commissions paid by the Trust will be reasonable in relation to the benefits to the Trust over the long-term. In no instance, however, will the Trusts securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except to the extent permitted by the SEC or by applicable law.(b) At the request of the Adviser or the Trust, the Sub-Adviser will identify and provide a written description to the Adviser and the Board of Trustees of the Trust of soft dollar arrangements that the Sub-Adviser maintains with respect to the Trust or with brokers or dealers that execute transactions for the Trust, and of research and other services provided to the Sub-Adviser by a broker or dealer (whether prepared by such broker or dealer or by a third party) as a result, in whole or in part, of the direction of Trust transactions to the broker or dealer. (c) From time to time, the Sub-Adviser or brokers or dealers affiliated with it may find themselves in a position to buy for certain of their clients (each an Account) securities which the Sub-Advisers investment advisory clients wish to sell, and to sell for certain of their clients securities which advisory clients wish to buy. Where one of the parties is an advisory client, the Sub-Adviser or the affiliated broker or dealer cannot participate in this type of transaction (known as a cross transaction) on behalf of an advisory client and retain commissions from one or both parties to the transaction without the advisory clients consent. This is because in a situation where the Sub-Adviser is making the investment decision (as opposed to a brokerage client who makes his own investment decisions), and the Sub-Adviser or an affiliate is receiving commissions from both sides of the transaction, there is a potential conflicting division of loyalties and responsibilities on the Sub-Advisers part regarding the advisory client. However, the SEC has adopted a rule under the Advisers Act that permits the Sub-Adviser or its affiliates to participate on behalf of an Account in agency cross transactions if the advisory client has given written consent in advance. Therefore, by execution of this Agreement, the Trust authorizes the Sub-Adviser or its affiliates to participate in agency cross transactions involving an Account. The Trust may revoke its consent at any time by written notice to the Sub-Adviser.5. ConfidentialityEach of the Trust, the Adviser and the Sub-Adviser acknowledge and agree that in satisfying its respective obligations under and performing B-5services in connection with this Agreement, any party may have access to another partys confidential and proprietary information and materials concerning or pertaining to the others business (confidential information). Each party will receive and hold such information in the strictest confidence, and acknowledge, represent, and warrant that it will use its best efforts to protect the confidentiality of this information to the same degree of care as it would its own confidential information. Each party agrees that, without the prior written consent of the other party, which approval shall not be unreasonably withheld, such party will not use, copy, or divulge to third parties or otherwise use, except in accordance with the terms of this Agreement, any confidential information of another party without the prior written consent of such other party; provided, however, this covenant shall not apply to (i) information which is in the public domain now or when it becomes in the public domain in the future, other than by reason of a breach of this Agreement, (ii) information which has come to a party from a lawful source not bound to maintain the confidentiality of such information, other than from any other party or an affiliate or representative of that party, (iii) information which is independently developed without the use of confidential information, (iv) disclosures which are required by law, regulatory authority, regulation or legal process or are made to any regulatory agency in the normal course of an examination, audit or investigation involving such party, or (v) disclosure as reasonably necessary in the course of business to third parties subject to a duty to maintain the confidentiality of the information. Notwithstanding the foregoing, the Sub-Adviser may disclose information it receives from or on behalf of the Trust or the Adviser to officers and employees of the Sub-Adviser or any of its affiliates in the course of providing the services under this Agreement and the Sub-Adviser may disclose the Trusts TIN information to third parties as required to perform the Sub-Advisers services under this Agreement. 6. Services Not Exclusive(a) Nothing in this Agreement shall prevent the Sub-Adviser or any officer, employee or other affiliate thereof from acting as investment adviser for any other person, firm or corporation, or from engaging in any other lawful activity, and shall not in any way limit or restrict the Sub-Adviser or any of its officers, employees or agents from buying, selling or trading any securities for its or their own accounts or for the accounts of others for whom it or they may be acting; provided, however, that the Sub-Adviser will undertake no activities which, in its judgment, will adversely affect the performance of its obligations under this Agreement.(b) The Sub Adviser currently manages, and may in the future manage, other investment accounts and funds, including those with investment objectives similar to the Trust. Securities considered as investments for the Trust may also be appropriate for other investment accounts and funds that may be managed by the Sub-Adviser. Subject to applicable laws and regulations, the Sub-Adviser will attempt to allocate equitably portfolio transactions among the portfolios of its other investment accounts and funds purchasing securities whenever decisions are made to purchase or sell securities by the Trust and one or more of such other accounts or funds over time. In making such allocations, the main factors to be considered by the Sub-Adviser will be the respective investment objectives of the Trust and such other accounts and funds, the relative size of portfolio holdings of the same or comparable securities, the availability of cash for investment by the Trust and such other accounts and funds, the size of investment commitments generally B-6held by the Trust and such accounts and funds, and the opinions of the persons responsible for recommending investments to the Trust and such other accounts and funds. 7. Books and Records(a) The Sub-Adviser undertakes and agrees to maintain or cause others to maintain, in the form and for the period required by Rule 31a-2 under the 1940 Act, all records relating to the Trusts investments that are required to be maintained by the Trust pursuant to the 1940 Act with respect to the Sub-Advisers responsibilities under this Agreement for the Trust, and which are not otherwise maintained by the administrator, fund accounting agent, custodian or other service providers to the Trust.(b) In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which it maintains for the Trust are the property of the Trust and further agrees to surrender promptly to the Trust any such records upon the Trusts request, except for any software or other intellectual property that is proprietary to, or owned or licensed by, the Sub-Adviser or any of its affiliates, which shall remain the property of the Sub-Adviser. Notwithstanding the foregoing, the Sub-Adviser shall retain those original records or copies of records in order to comply with the Advisers Act record keeping requirement, applicable law and its own internal policies.(c) Each of the Adviser and the Trust shall own, have custody of and maintain its general corporate accounts and records. At reasonable times and upon reasonable notice, the Trust shall provide the Sub-Adviser with access to all books, records, accounts, facilities, and personnel necessary or appropriate for the performance of the Sub-Advisers obligations under this Agreement. 8. CustodyNothing in this Agreement will require the Sub-Adviser to take or receive physical possession of cash, securities, or other investments of the Trust. The Trust shall select, engage and maintain at the Trusts expense one or more custodians meeting the requirements of Section 17(f) of the 1940 Act and the rules, regulations and interpretations thereunder (each a Custodian) to serve as Custodian(s) of the Trust assets. The Adviser shall provide the Sub-Adviser, in writing, the identity of each Custodian, any change in a Custodian and all other information regarding the Custodian(s) required for the Sub-Adviser to carry out its duties under this Agreement. The Adviser shall notify each Custodian of the appointment of the Sub-Adviser and of the authority of the Sub-Adviser to effect investments with respect to the Trust assets. All transactions authorized by this Agreement are made by payment to or delivery by the Custodian(s). The Sub-Adviser shall have no rights or responsibilities, including to direct payment or move cash or assets of the Trust, that would be defined as taking custody under the Advisers Act. In connection with the Trusts custody agreement(s), the Adviser and the Trust will ensure that no such rights are given to the Sub-Adviser. The Trust and the Adviser will ensure that the Sub-Adviser may use the Depositary Trust Companys Institutional Delivery System for trade confirmation and settlement. B-79. Expenses(a) During the term of this Agreement, the Sub-Adviser will bear all costs and expenses of its employees and any overhead incurred in connection with its duties hereunder, except as provided pursuant to paragraph (d) of this Section 9, and shall bear the costs of any salaries or trustees fees of any officers or trustees of the Trust who are affiliated persons (as defined in the 1940 Act) of the Sub-Adviser.(b) The Sub-Adviser shall not be responsible for any expenses of the Adviser or the Trust not specifically set forth in this Section 9 or otherwise in any written agreement between the Sub-Adviser and the Trust or the Adviser, as the case may be.(c) The Trust will bear all other costs, fees and expenses of its operations and transactions, including those relating to: (1) organization; (2) calculation of the Trusts net asset value (including the cost and expenses of any independent valuation firm, agent or other provider); (3) expenses payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for the Trust and in monitoring the Trusts investments; (4) interest payable on indebtedness and dividends and distributions on preferred shares, as applicable, if any, incurred to finance the Trusts investments; (5) offerings of the Trusts common shares and other securities (including, all fees, costs and expenses related thereto); (6) fees payable to third parties, including agents, legal counsel, consultants or other advisors, relating to, or associated with, evaluating and making investments; (7) administrator, transfer agent and custodian fees; (8) federal and state registration fees; (9) all costs of registration and listing the Trusts shares on any securities exchange; (10) federal, state and local taxes; (11) independent trustees fees and expenses; (12) costs of preparing and filing reports or other documents required by governmental bodies (including the SEC), including printing costs; (13) costs of any reports, proxy statements or other notices to shareholders, including printing costs; (14) insurance premiums for fidelity bond and other insurance coverage, including the Trusts allocable portion of the fidelity bond, trustees and officers errors and omissions liability insurance, including independent trustees liability insurance, and any other insurance premium; (15) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; (16) brokerage commissions, assignment fees and other costs in connection with the purchase, holding or sale of securities and other investment instruments (including, without limitation, security settlement costs; (17) expenses incidental to holding meetings of the Trusts shareholders, including proxy solicitations therefor; provided, however, that the Trust will not bear such expenses with respect to any meeting of the Trusts shareholders held for the purpose of seeking approval of a new investment sub-advisory agreement in connection with a change of control of the Sub-Adviser; (18) unusual, non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust is a party and legal obligations that the Trust may have to indemnify the Trusts directors, officers and/or employees or agents with respect to these actions, suits or proceedings; and (19) all other expenses incurred by the Trust in connection with administering the Trusts business.B-810. Compensation of the Sub-Adviser(a) The Trust agrees to pay to the Sub-Adviser, and the Sub-Adviser agrees to accept as full compensation for all services rendered by the Sub-Adviser under this Agreement, a monthly fee in arrears in an amount equal to the specified percentage of the advisory fee payable to the Adviser from the Trust (the Sub-Advisory Fee):Average Daily Managed AssetsSub-Adviser Percentage of Management Fees / (Fee Rate)Type of Fee SplitFirst $175 million55% / (0.44%)AbsoluteGreater than $175 million and up to $25050% / (0.40%)BlendedOver $250 million*50% / (0.40%)Absolute* If the Trusts Daily Managed Assets exceed $250 million for a period of more than 10 consecutive trading days, the Trusts management fee split will be reset to 50% to the Sub-Adviser and 50% to the Adviser on an Absolute Fee Split basis.(b) For any period less than a month during which this Agreement is in effect, the fee shall be prorated according to the proportion which such period bears to a full month of 28, 29, 30 or 31 days, as the case may be.(c) Blended Fee Split means the total sub-advisory fees paid to the Sub-Adviser will be a result of different sub-advisory fee rates assessed to different asset levels. By way of example, in a theoretical scenario in which the Trust has Managed Assets of $200 million, the resulting Sub-Advisory Fees for the Sub-Adviser will be equal to (0.44% x $175 million) + (0.40% x $25 million), with a Blended Fee Split of 0.431%.(d) Absolute Fee Split means the total sub-advisory fees paid to the Sub-Adviser will be a result of the applicable fee rate multiplied by all of the Trusts Managed Assets.(e) Managed Assets means the total assets of the Trust, including the assets attributable to the proceeds from financial leverage (including through the issuance of preferred shares or the issuance of senior securities representing indebtedness), minus liabilities, other than liabilities related to any financial leverage.(f) For purposes of this Agreement, the total assets of the Trust shall be calculated pursuant to the procedures adopted by resolutions of the Trusts Board of Trustees for calculating the value of the Trusts assets.(g) The Sub-Adviser may elect from time to time, in its sole discretion, to waive its right to receipt of all or a portion of the Sub-Advisory Fee.11. Representations and Warranties(a) The Trust represents and covenants to the Sub-Adviser as follows:(i) The Trust is duly organized and validly existing under the laws of the State of Delaware with the power to own and possess its assets.B-9(ii) The execution, delivery and performance by the Trust of this Agreement are within the Trusts powers and have been duly authorized by all necessary actions of the Board of Trustees, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (1) any provision of applicable law, rule or regulation, (2) the Trusts governing instruments, or (3) any agreement, judgment, injunction, order, decree or other instruments binding upon the Trust.(iii) The Trust is, or will be prior to commencing operations, registered as a closed-end management investment company under the 1940 Act and the Trusts shares are, or will be prior to commencing operations, registered under the Securities Act of 1933, as amended, and under any applicable state securities laws, or exempt from such registration.(iv) Prior to the Sub-Adviser commencing services under this Agreement, the Trust will have legal title to the assets in the Trust and no restrictions shall exist as to the ownership or transfer of such assets unless specifically set forth in this Agreement.(b) The Adviser represents and covenants to the Sub-Adviser as follows:(i) The Adviser is duly organized and validly existing under the laws of the State of Delaware.(ii) The execution, delivery and performance by the Adviser of this Agreement are within the Advisers powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance of this Agreement by the parties to this Agreement, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (1) any provision of applicable law, rule or regulation, (2) the Advisers governing instruments, or (3) any agreement, judgment, injunction, order, decree or other instruments binding upon the Adviser.(iii) This Agreement constitutes a valid and binding obligation of the Adviser, enforceable against the Adviser in accordance with its terms, except to the extent such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, or similar laws affecting the rights of creditors generally and by general equity principles.(iv) The Adviser is not prohibited by the 1940 Act or B-10the Advisers Act from serving as investment adviser to the Trust.(v) The Adviser hereby acknowledges receipt of Sub-Advisers Form ADV, Part 2 before, or at the time of, signing this Agreement.(c) The Sub-Adviser represents and covenants to the Adviser and the Trust as follows:(i) The Sub-Adviser is duly organized and validly existing under the laws of the State of Wisconsin.(ii) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Advisers powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance of this Agreement by the parties to this Agreement, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (1) any provision of applicable law, rule or regulation, (2) the Sub-Advisers governing instruments, or (3) any agreement, judgment, injunction, order, decree or other instruments binding upon the Sub-Adviser.(iii) This Agreement constitutes a valid and binding obligation of the Sub-Adviser, enforceable against the Sub-Adviser in accordance with its terms, except to the extent such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, or similar laws affecting the rights of creditors generally and by general equity principles.(iv) The Sub-Adviser is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement.12. Certain InformationThe Adviser shall promptly notify the Sub-Adviser, and the Sub-Adviser shall promptly notify the Trust and the Adviser in writing of the occurrence of any of the following events:(a) such party failing to be registered as an investment adviser under the Advisers Act;(b) such party having been served or otherwise have notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Trust;(c) the occurrence of any change in control of such party or any parent of such party within the meaning of the 1940 Act; or B-11(d) the occurrence of any material adverse change in the business or financial position of such party. 13. Limitation on LiabilityThe Sub-Adviser will not be liable for any error of judgment or mistake of law or for any loss suffered by Sub-Adviser, the Adviser or by the Trust in connection with the performance of this Agreement, except a loss resulting from a breach of a fiduciary duty with respect to the receipt of compensation for services or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder). Nothing herein shall constitute a waiver or restriction of any partys rights under applicable federal or state securities laws.14. IndemnificationThe Trust shall indemnify, defend and protect the Sub-Adviser, its members and their respective officers, managers, partners, parent, corporate group affiliates, agents, employees, controlling persons, members, and any other person affiliated with any of them (collectively, the Indemnified Parties) (each of whom shall be deemed a third party beneficiary hereof) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Trust or its security holders) arising out of or otherwise based upon the performance of any of the Sub-Advisers duties or obligations under this Agreement or otherwise as an investment adviser of the Trust. Notwithstanding the foregoing provisions of this Section 14 to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Trust or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of any Indemnified Partys duties or by reason of the reckless disregard of the Sub-Advisers duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder).15. Duration and Termination(a) This Agreement shall become effective as of the Effective Date and, unless sooner terminated with respect to the Trust as provided herein, shall continue in effect for a period of two years. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Trust for successive periods of 12 months, provided such continuance is specifically approved at least annually by both:(i) the vote of a majority of the Trusts Board of Trustees or the vote of a majority of the outstanding voting securities of the Trust at the time outstanding and entitled to vote, and B-12(ii) the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. (b) Notwithstanding the foregoing, this Agreement may be terminated by (i) the Adviser or the Trust at any time, without the payment of any penalty, upon giving the Sub-Adviser 60 days notice (which notice may be waived by the Sub-Adviser), provided that such termination by the Trust shall be directed or approved by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Trust at the time outstanding and entitled to vote, or (ii) the Sub-Adviser on 60 days written notice to the Trust and the Adviser (which notice may be waived by the Trust or the Adviser on behalf of both the Trust and the Adviser). (c) This Agreement will immediately terminate in the event of its assignment and will immediately terminate upon any termination of the Investment Advisory Agreement between the Trust and the Adviser.(d) As used in this Agreement, the terms majority of the outstanding voting securities, interested person and assignment shall have the same meanings of such terms in the 1940 Act.(e) The terms of Sections 5, 7, 10, 13, 14, 18, 19 and 20 of this Agreement shall survive the termination of this Agreement.16. NoticesAny notice under this Agreement shall be in writing to the other parties and shall be considered as properly given or made if (a) sent by overnight delivery by a nationally recognized air courier service, (b) sent by electronic mail with no receipt of error in the delivery, or (c) mailed by registered or certified mail, return receipt requested, and if addressed to the respective address listed below:If to Adviser, to: XA Investments, LLC 321 North Clark Street #2430 Chicago, IL 60654 Attention: General CounselIf to the Trust, to:Madison Covered Call & Equity Strategy Fund 321 North Clark Street #2430 Chicago, IL 60654 Attention: Chief Executive OfficerIf to Sub-Adviser, to:Madison Investment Holdings, Inc. 550 Science Drive Madison, WI 53711 Attention: Steven A. Carlor at such address as the other party may designate from time to time for the receipt of such notice and shall be deemed effective on receipt.17. Amendment of this AgreementNo provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. Any amendment of this Agreement shall be subject to the 1940 Act.B-1318. Governing LawThis Agreement shall be governed by and construed in accordance with the laws of the State of Delaware for contracts to be performed entirely therein without reference to choice of law principles thereof and in accordance with the applicable provisions of the 1940 Act. WAIVER OF JURY TRIAL AND PUNITIVE DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND ANY RIGHT TO SEEK PUNITIVE OR CONSEQUENTIAL DAMAGES.19. Use of the NameThe Sub-Adviser has consented to the use by the Trust of the name or identifying word Madison in the name of the Trust. Such consent is conditioned upon the employment of the Sub-Adviser as the investment sub-adviser to the Trust. The name or identifying word Madison may be used from time to time solely in connection with the Sub-Advisers services under this Agreement. The Sub-Adviser may require the Trust to cease using Madison in the name of the Trust, if the Trust ceases to employ, for any reason, the Sub-Adviser, any successor thereto or any affiliate thereof as investment sub-adviser of the Trust. If so required by the Sub-Adviser, the Trust will cease using Madison in its name as promptly as practicable and make all reasonable efforts to remove Madison from its name.20. Miscellaneous(a) The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.(b) If any provision of this Agreement is invalid, illegal, or unenforceable under applicable law of mandatory application, the validity, legality, and enforceability of that provision or condition in other instances and of the remaining provisions and conditions are not in any way affected thereby. (c) Nothing contained in this Agreement will be deemed to require the Trust to take any action contrary to the Trusts Amended and Restated Agreement and Declaration of Trust or By-laws, as they may be amended and/or restated from time to time, with notice to the Sub-Adviser, or any applicable statute or regulation, or to relieve or deprive the Board of Trustees of its responsibility for and control of the conduct of the affairs of the Trust. (d) This Agreement shall be binding on, and shall inure to the benefit of the parties hereto and their respective successors.(e) This Agreement may be executed in counterparts by the parties hereto, each of which when executed is deemed to be an original and all of which together are deemed to be one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.B-14(f) This Agreement constitutes the entire understanding and agreement, and supersedes any and all other proposals, understandings, and agreements among the parties with respect to the subject matter hereof.IN WITNESS WHEREOF, the parties hereto have caused the foregoing instrument to be executed by their duly authorized officers, all as of the day and the year first above written.MADISON COVERED CALL & EQUITY STRATEGY FUNDBy: Name: Title: XA INVESTMENTS LLCBy: Name: Title: MADISON ASSET MANAGEMENT, LLCBy: Name: Title: B-15EXHIBIT COTHER FUNDS WITH SIMILAR INVESTMENT OBJECTIVESMadison. The table below provides information regarding other registered investment companies managed by Madison which have a similar investment objective as the Fund.Name of Other FundOther Funds Investment ObjectiveAdvisers Management FeeNet Assets as of December 31, 2023Has Adviser Agreed to Waive or Reduce its Management Fee under any Applicable Contract?Madison Covered Call & Equity Income FundSeeks to provide consistent total return and, secondarily, to provide a high level of income and gains from option premiums.0.85%$261,020,326NoMadison Covered Call ETFSeeks to provide consistent total return and secondarily, to produce a high level of income and gains.0.90%1$82,690,175No1 Pursuant to an investment advisory agreement between Madison and the Madison ETFs Trust, on behalf of each series thereof (each, a Series), each Series has agreed to pay an annual unitary management fee to Madison. This unitary management fee is designed to pay each Series expenses and to compensate Madison for the services it provides to each Series. Out of the unitary management fee, Madison pays substantially all expenses of each Series, including the cost of investment management services, transfer agency, custody, fund administration, legal, audit and other service and license fees. The unitary fee does not cover, and therefore, each Series pays directly, interest, taxes, brokerage commissions, acquired fund fees and expenses and other expenses connected with the execution of portfolio transactions, distribution, and service fees payable pursuant to a Rule 12b-1 plan, if any, and extraordinary expenses.XAI. XAI does not manage other registered investment companies which have a similar investment objective as the Fund.C-1THIS PAGE INTENTIONALLY LEFT BLANKEVERY VOTE IS IMPORTANTMADISON COVERED CALL & EQUITY STRATEGY FUNDPO Box 43131Providence, RI 02940-3131VOTING OPTION:VOTE ON THE INTERNETLog on to:www.proxy-direct.comor scan the QR codeFollow the on-screen instructionsavailable 24 hoursVOTE BY PHONECall 1-800-337-3503Follow the recorded instructionsavailable 24 hoursVOTE BY MAILVote, sign and date this Proxy Card and return in the postage-paid envelopePlease detach at perforation before mailing.PROXYMADISON COVERED CALL & EQUITY STRATEGY FUNDSPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 15, 2024THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES. Greg D. Hoppe and Kyle Schalow (the Proxyholders), or any of them, each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Special Meeting of shareholders of the Madison Covered Call & Equity Strategy Fund (the "Fund"), to be held on Tuesday, October 15, 2024 at 9:00 a.m., local time at the offices of Madison Asset Management, LLC, 550 Science Drive, Madison, Wisconsin 53711, and any adjournments or postponements thereof.Shares represented by this proxy card when properly executed will be voted in the manner directed herein by the shareholder, and in the discretion of such proxies, upon any and all other matters as may properly come before the Special Meeting or any adjournment or postponement thereof. If no direction is made, on a properly executed card, this proxy will be voted "FOR" the proposals. If any of the Trustee nominees for any reason are unable or unwilling to serve, the Proxyholders will vote for the election of such other person as they may consider qualified. The shareholder hereby acknowledges receipt of this Notice of Special Meeting and Proxy Statement for the Special Meeting to be held on October 15, 2024.VOTE VIA THE INTERNET: www.proxy-direct.comVOTE VIA THE TELEPHONE: 1-800-337-3503MCC__34064_062724PLEASE MARK, SIGN, AND DATE ON THE REVERSE SIDE AND RETURN THE PROXY CARD USING THE ENCLOSED ENVELOPE.xxxxxxxxxxxxxx codeEVERY SHAREHOLDERS VOTE IS IMPORTANTImportant Notice Regarding the Availability of Proxy Materials for theSpecial Meeting to Be Held on October 15, 2024.The Proxy Statement for this meeting is available at:https://www.madisonfunds.com/MCNproxyPlease detach at perforation before mailing. TO VOTE, MARK BOXES BELOW IN BLUE OR BLACK AS SHOWN IN THIS EXAMPLE: xA.Proposals. THE BOARD RECOMMENDS YOU VOTE FOR THE FOLLOWING PROPOSALS: FOR AGAINST ABSTAIN 1. To approve a new investment advisory agreement between the Fund and XA Investments, LLC. FOR AGAINST ABSTAIN2. To approve a new investment subadvisory agreement among the Fund, Madison Asset Management, LLC and XA Investments, LLC. 3. To approve the election of five trustees to the Board of Trustees. FOR WITHHOLD01. Danielle Cupps* 02. Gregory Dingens** 03. Philip Franklin** 04. Scott Craven Jones*** 05. William Meyers*** *Class I Trustee to serve until the Funds 2027 Annual Meeting of Shareholders or until her successor shall have been elected and qualified.**Class II Trustee to serve until the Funds 2025 Annual Meeting of Shareholders or until his successor shall have been elected and qualified.***Class III Trustee to serve until the Funds 2026 Annual Meeting of Shareholders or until his successor shall have been elected and qualified.B. Authorized Signatures This section must be completed for your vote to be counted. Sign and Date Below.Note: Please sign exactly as your name(s) appear(s) on this proxy card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature.Date (mm/dd/yyyy) Please print date belowSignature 1 Please keep signature within the boxSignature 2 Please keep signature within the boxScanner bar code xxxxxxxxxxxxxx MCC 34064 xxxxxxxx Class III Trustee, since 2015; current term ends 2025Ovation Leadership (management consulting), Milwaukee, WI, Owner/President, 2001 Present.Madison Funds (15 open end funds) and Ultra Series Fund (14 open end funds), 2005 Present; Madison ETFs (4 open end funds), June 2023 PresentInterested TrusteesJill M. Friedow(2)1964Class II Trustee, since 2023; current term ends 2027Vice President, 2023 PresentMadison Investment Holdings, Inc. (MIH), Madison Investment Advisors, LLC (MIA) and Madison Asset Management, LLC (Madison), Chief Technology Officer & Director of Operations, 2019-Present; Vice President & Director of Operations, 2010 - 2019; Vice President & Operations Manager, 2003-2010; Operations Manager, 1999-2003.30Madison Funds (15 open end funds) and Ultra Series Fund (14 open end funds), 2023 Present.(1) The term Madison Fund Complex refers to (i) the Madison Funds with 15 portfolios, (ii) the Ultra Series Fund with 14 portfolios, (iii) the Madison ETFs Trust with 4 active portfolios, and (iv) the Fund.(2) Ms. Friedow is an interested person of the Fund because of her position with Madison.For the Funds last fiscal year, the Current Board met five times. Each member of the Current Board attended 100% of the board meetings and the meetings of the board committees on which the trustee served during such period. Shareholders wishing to communicate with the Current Board or individual trustees should send such correspondence to the offices of Madison, 28550 Science Drive, Madison, Wisconsin 53711, c/o MCN, Secretary. Shareholder communications will be sent directly to the applicable board member(s). The Fund currently does not have a policy with respect to board members attendance at shareholder meetings.Current Executive Officers of the FundThe following table sets forth information concerning the current executive officers of the Fund, each of whom is expected to resign following the Closing of the Transaction, as the New Board is expected to appoint executive officers from the XAI organization and/or service providers to XAI. Jill Friedow is a Vice President of the Fund, and her biographical information is provided under the heading Information about the Current Board of Trustees, above. The mailing address for each current executive officer is 550 Science Drive, Madison, Wisconsin 53711.Name and Year of BirthPosition(s) Held with FundTerm of Office and Length of Time ServedPrincipal Occupation(s) During Past Five YearsPatrick F. Ryan1979PresidentSince March 2020Madison and MIA, Head of Multi-Asset Solutions and Portfolio Manager, 2018 Present; Madison Funds and Ultra Series Fund, President, March 2020 - Present; Madison ETFs, President, June 2023 PresentSteve J. Fredricks1970Chief Compliance Officer and Assistant SecretarySince 2018Madison and MIA, Chief Legal Officer, March 2020 Present and Chief Compliance Officer, 2018 Present; Madison Funds and Ultra Series Fund, Chief Compliance Officer and Assistant Secretary, 2018 - Present; Madison ETFs, Compliance Officer and Assistant Secretary, June 2023 Present; Jackson National Asset Management, LLC, Senior Vice President and Chief Compliance Officer, 2005 2018Greg D. Hoppe1969Vice President;Chief Financial OfficerSince March 2020; Since 2019MIH and MIA, Vice President, 1999 - Present; Madison, Vice President, 2009 Present; Madison Funds and Ultra Series Fund, Chief Financial Officer, 2019 - Present; Madison ETFs, Chief Financial Officer and Treasurer, June 2023 Present29Name and Year of BirthPosition(s) Held with FundTerm of Office and Length of Time ServedPrincipal Occupation(s) During Past Five YearsKyle Schalow1995Assistant TreasurerSince July 2024Madison and MIA, Senior Accountant, 2022 - Present; Madison Funds, Ultra Series Fund and Madison ETFs Trust, Assistant Treasurer, July 2024 PresentBaker Tilly US LLP, Senior Accountant, 2018 2022Terri Wilhelm1968Secretary;Assistant SecretarySince July 2024; from 2022 - June 2024Madison and MIA, Senior Compliance Analyst, September 2022 Present; Madison Funds and Ultra Series Fund, Secretary, July 2024 - Present and Assistant Secretary 2022 June 2024; Madison ETFs, Secretary July 2024 - Present and Assistant Secretary, June 2023 July 2024;State of Wisconsin Investment Board, Senior Paralegal, 2017 2022Brandon Redwing1979Assistant Secretary andAnti-Money Laundering OfficerSince July 2024Madison and MIA, Mutual Fund Operations Manager, April 2024 - Present; Madison Funds, Ultra Series Fund and Madison ETFs Trust, Assistant Secretary and Anti-Money Laundering Officer, July 2024 Present. SS&C Technologies, Client Relationship Manager 2020 March 2024Current Board Committees, Leadership Structure and Risk Oversight Committees. The Current Board has determined that the efficient conduct of the trustees affairs makes it desirable to delegate responsibility for certain specific matters to committees of the Current Board. The committees meet as often as necessary, either in conjunction with regular meetings of the trustees or otherwise. The Current Board currently has two standing committees: the Audit Committee and the Nominating and Governance Committee.Audit Committee. The Current Board has an Audit Committee which is comprised of Richard E. Struthers (Chair), Steven P. Riege and Scott C. Jones. In addition to being independent trustees, as defined under the 1940 Act, each of these trustees also meets the additional independence requirements set forth in the NYSE Listed Company rules. The Audit Committee is charged with selecting an independent registered public accounting firm for the Fund and reviewing accounting matters with the Funds independent registered public accounting firm. The Audit Committee 30of the Current Board met four times during the last fiscal year. The Audit Committee presents the following report:The Audit Committee: (i) reviewed and discussed with management of the Fund the audited financial statements of the Fund for the fiscal year ended December 31, 2023; (ii) discussed with the Funds independent registered public accounting firm the matters required to be discussed under Public Company Accounting Oversight Board ("PCAOB") Auditing Standard No. 16, Communications with Audit Committee and all other communications required by other PCAOB Standards or Rules; and (iii) received the written disclosures and the letter from the Funds independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent accountants communications with the Audit Committee concerning the independence of the Funds independent registered public accounting firm. Based on these reviews and discussions, the Audit Committee recommended to the Current Board that the financial statements be included in the Funds Annual Report for the fiscal year ended December 31, 2023 and filed with the SEC.The Audit Committee is governed by a written charter, the most recent version of which was approved by the Current Board on May 23, 2024 (the Audit Committee Charter). In accordance with proxy rules promulgated by the SEC, the Funds Audit Committee Charter is required to be filed at least once every three years as an exhibit to the Funds proxy statement, and was last filed in 2022 as Attachment A to the Funds proxy statement. It is also available on the Funds website at www.madisonfunds.com. You may request a hard copy of the Audit Committee Charter to be mailed to you by calling the Fund toll-free at 1-800-767-0300.Nominating & Governance Committee. The Current Board has a Nominating & Governance Committee which is comprised of Steven P. Riege (Chair), Richard E. Struthers and Scott C. Jones. In addition to being independent trustees, as defined under the 1940 Act, each of these trustees also meets the additional independence requirements set forth in the NYSE Listed Company rules. The Nominating & Governance Committee of the Current Board met four times during the last fiscal year.The Nominating & Governance Committee is governed by a written charter, the most recent version of which was approved by the Current Board on February 22, 2024 (the Nominating & Governance Committee Charter). In accordance with proxy rules promulgated by the SEC, the Funds Nominating & Governance Committee Charter is required to be filed at least once every three years as an exhibit to the Funds proxy statement, and was last filed in 2022 as Attachment B to the Funds proxy statement. It is also available on the Funds website at www.madisonfunds.com. You may request a hard copy of the Nominating & Governance Committee Charter to be mailed to you by calling the Fund toll-free at 1-800-767-0300.As part of its duties, the Nominating & Governance Committee makes recommendations to the full Current Board with respect to candidates for the board. The Nominating & Governance Committee also will consider 31trustee candidates recommended by shareholders. In considering candidates submitted by shareholders, the Nominating & Governance Committee will take into consideration the needs of the board and the qualifications of the candidate. To have a candidate considered by the Nominating & Governance Committee, a shareholder must submit the recommendation in writing and must include the information required by the Procedures for Shareholders to Submit Nominee Candidates, which are set forth in Appendix A to the Nominating & Governance Committee Charter. The shareholder recommendation must be sent to the Funds Secretary, c/o Madison Asset Management, LLC, 550 Science Drive, Madison, Wisconsin 53711.Leadership Structure. The Current Board is relatively small and operates in a collegial atmosphere. Although no member is formally charged with acting as Chair, Mr. Ryan, the President of the Fund, acts as the Chairperson of board meetings. All Current Board members are expected to provide their input into establishing the boards meeting agenda. Likewise, each Current Board meeting contains a standing agenda item for any board member to raise new or additional items he or she believes is important in connection with Fund governance. The Current Board has charged Mr. Riege with acting as the lead independent trustee for purposes of communicating with Madison, the Funds Chief Compliance Officer, counsel to the independent trustees and Fund counsel on matters relating to the Current Board as a whole. The independent trustees often meet in executive session without representatives of Madison present (including meetings with counsel, the Chief Compliance Officer, and the Funds independent public accounting firm).Current Boards Role in Risk Oversight. Madison is responsible for the overall risk management of the Fund, which includes supervising its affiliated and third-party service providers and identifying and mitigating possible events that could adversely impact the Funds business, operations or performance. Risks to the Fund include investment, legal, compliance and regulatory risks, as well as the risk of operational failure or lack of business continuity. The Current Board oversees risk management of the Funds investment programs through the Audit Committee and through oversight by the Current Board itself. The Chief Compliance Officer of the Fund, who reports directly to the independent trustees, provides the Current Board with quarterly updates and a comprehensive annual report regarding the processes and controls in place to address regulatory, compliance, legal and operational risk. The Current Board exercises its oversight in conjunction with Madison, the Funds Chief Compliance Officer, Fund counsel and counsel to the independent trustees by requesting reports and presentations at regular intervals throughout the year. Additionally, the Audit Committee receives periodic reports from the Funds independent accountants. The Current Boards committee structure requires an independent trustee to serve as chair of the Nominating & Governance Committee and the Audit Committee. The Current Board receives regular written reports describing and analyzing the investment performance of the Fund. In addition, the portfolio managers of the Fund meet with the Current Board periodically to discuss portfolio performance and answer the Boards questions with respect to portfolio strategies and risks. The Current Board also receives regular written reports from the Funds Chief Financial Officer that enable the Board to monitor the number of fair valued securities in the Funds portfolio, the reasons for the fair valuation and the methodology used to arrive at the fair value. Such reports 32also include information concerning illiquid securities within the Funds portfolio. The Current Board and/or the Audit Committee may also review valuation procedures and pricing results with the Funds independent auditors in connection with the review of the results of the audit of the Funds year-end financial statements. The Current Board also receives regular compliance reports prepared by the compliance staff of Madison, and meets regularly with the Funds Chief Compliance Officer to discuss compliance issues, including compliance risks. As required under applicable rules, the independent trustees meet regularly in executive session with the Funds Chief Compliance Officer. The Current Board also adopts compliance policies and procedures for the Fund and approves such procedures as appropriate for certain of the Funds service providers. The compliance policies and procedures are specifically designed to detect and prevent violations of the federal securities laws.The Current Board recognizes that it is not possible to identify all of the risks that may affect the Fund or to develop processes and controls to eliminate or mitigate their occurrence or effects. The Current Board periodically reviews the effectiveness of its oversight of the Fund and the processes and controls in place to limit identified risks. The Current Board may, at any time and in its discretion, change the manner in which it conducts its risk oversight role.Given the small size of the Current Board, its committee structure, the openness of Current Board meetings to active input by all Current Board members, its utilization of executive sessions, the role of the lead independent trustee and the Current Boards quarterly focus on compliance and risk management, the Current Board has determined that its current leadership structure is appropriate for the protection of Fund investors.New Board Proposed Committees, Leadership Structure and Risk Oversight Committees. It is expected that the New Board will establish two standing committees, an Audit Committee and a Governance Committee. The committees are expected to meet as often as necessary, either in conjunction with regular meetings of the trustees or otherwise.Audit Committee. The Audit Committee will be generally responsible for reviewing and evaluating issues related to the accounting and financial reporting policies and internal controls of the Fund and, as appropriate, the internal controls of certain service providers, overseeing the quality and objectivity of the Funds financial statements and the audit thereof and acting as a liaison between the New Board and the Funds independent registered public accounting firm. It is expected that the Audit Committee will be composed entirely of independent trustees. The Audit Committee will be governed by a written Audit Committee Charter, which will be approved by the New Board at its first meeting. Once approved, a copy of the Audit Committee Charter will be available on the Funds website at www.xainvestments.com.Governance Committee. The Governance Committee will be responsible for recommending qualified candidates to the New Board in the event that a position is vacated or created. In considering trustee nominee candidates, the Governance Committee will take into account a wide variety of factors, including the overall diversity of the New Boards composition. It is expected that the Governance Committee will be composed entirely of 33independent trustees. It is anticipated that the Governance Committee will consider recommendations by shareholders if a vacancy were to exist. In considering candidates recommended to the Governance Committee by shareholders, the Governance Committee will take into consideration the needs of the New Board and the qualifications of the candidate. The Governance Committee may also take into consideration the number of shares held by the recommending shareholder and the length of time that such shares have been held. In order to be considered, following the Closing Date, such recommendations should be forwarded to the Secretary of the Fund, c/o XA Investments LLC, 321 North Clark Street, Suite 2430, Chicago, Illinois 60654. The Governance Committee will be governed by a written Governance Committee Charter, which will be approved by the New Board at its first meeting. Once approved, a copy of the Governance Committee Charter will be available on the Funds website at www.xainvestments.com.Leadership Structure. The primary responsibility of the New Board will be to represent the interests of the Fund and its shareholders, and to provide oversight of the management of the Fund. The New Board will be comprised of five trustees, four of whom (including the chairperson) are independent trustees and one of whom is an interested trustee. Generally, the New Board will act by majority vote of all the trustees, including a majority vote of the independent trustees if required by applicable law.It is proposed that Mr. Dingens will be appointed as the independent chairperson, who will preside at meetings of the New Board and who will be responsible for, among other things, setting the tone of New Board meetings and seeking to encourage open dialogue and independent inquiry among the New Trustees and management. The New Board will meet regularly four times each year to discuss and consider matters concerning the Fund, and also hold special meetings to address matters arising between regular meetings. Regular meetings generally will take place in-person; other meetings may take place in-person or by telephone. The New Board will establish two standing committees (as described above) and will delegate certain responsibilities to those committees, each of which will be comprised solely of independent trustees. The New Board and its committees will meet periodically throughout the year to oversee the Funds activities, review contractual arrangements with service providers, review the Funds financial statements, oversee compliance with regulatory requirements, and review performance. The independent trustees will be represented by independent legal counsel at board and committee meetings and will regularly meet outside the presence of Fund management. The New Board believes that this leadership structure, including an independent chairperson, a supermajority of independent trustees and committee membership limited to independent trustees, is appropriate in light of the characteristics and circumstances of the Fund.New Boards Role in Risk Oversight. The New Board will oversee risk directly and through the committee structure it intends to establish. As described above, the New Board expects to establish an Audit Committee and a Governance Committee to assist in its oversight functions, including its oversight of the risks of the Fund. Each committee will report its activities to the New Board on a regular basis. The New Board intends to adopt and periodically review policies, procedures and controls designed to address different types of risks, including, among others, investment risk, liquidity risk, operational risk, and valuation risk, as well as the overall business risk 34relating to the Fund. The New Board will also oversee the implementation of a variety of processes, procedures and controls by the Fund, XAI, Madison and other service providers to the Fund to address various risks. In addition, as part of the New Boards anticipated periodic review of the Funds service provider agreements, including agreements with XAI and Madison, the New Board may consider risk management aspects of the service providers operations and the functions for which they are responsible.The New Board will appoint a Chief Compliance Officer for the Fund, who will oversee the development of compliance policies and procedures of the Fund that are reasonably designed to minimize the risk of violations of the federal securities laws. The Chief Compliance Officer will report directly to the New Boards independent trustees, and will provide presentations to the New Board at its quarterly meetings and an annual report on the application of the compliance policies. The New Board will discuss relevant risks affecting the Fund with the Chief Compliance Officer at these meetings. The New Board will approve compliance policies and will review the Chief Compliance Officers reports. Further, the New Board will annually review the effectiveness of the compliance policies, as well as the appointment and compensation of the Chief Compliance Officer.The New Board will require officers of the Fund to report to the New Board on a variety of matters at regular and special meetings of the New Board and its committees, as applicable, including matters relating to risk management. The Audit Committee will also receive reports from the Funds independent registered public accounting firm on internal control and financial reporting matters. In addition, the New Board will receive reports from XAI and Madison on the investments and securities trading of the Fund. The New Board will also require XAI and Madison to report to the New Board on other matters relating to risk management on a regular and as-needed basis.Board CompensationThe following table sets forth the compensation paid to each member of the Current Board by the Fund for the Funds fiscal year ended December 31, 2023. In addition, all independent trustees are reimbursed for reasonable travel and out-of-pocket expenses incurred to attend meetings of the Current Board or its committees. The Funds interested trustees and officers receive no compensation from the Fund for performing the duties of their office. 35Trustee NameAggregate Compensationfrom FundTotal Compensation from Fund and Madison Fund Complex(1)Scott C. Jones$12,000$74,000Steven P. Riege(2)$13,000$123,000Richard E. Struthers$12,000$115,000(1) The term Madison Fund Complex refers to (i) the Madison Funds with 15 portfolios, (ii) the Ultra Series Fund with 14 portfolios, (iii) the Madison ETFs Trust with 4 active portfolios, and (iv) the Fund. (2) As lead independent trustee, Mr. Riege receives an additional $8,000 from the Madison Fund Complex, $1,000 of which is allocated to the Fund.Board Transactions with Fund AffiliatesAs of the date hereof, none of the independent trustees on the Current Board, the nominees for independent trustee on the New Board, nor their immediate family members owned beneficially or of record any securities of Madison, XAI, or any of their affiliates. In addition, during the past five years, neither the independent trustees on the Current Board, the nominees for independent trustee on the New Board, nor members of their immediate families, had a direct or indirect interest, the value of which exceeds $120,000, in Madison, XAI, or any of their affiliates. Likewise, since the beginning of the last two completed fiscal years of the Fund, neither the independent trustees on the Current Board, the nominees for independent trustee on the New Board, nor members of their immediate families had a direct or indirect interest in any transaction or series of transactions, the value of which exceeds $120,000 and to which any of the following persons was (or is to be) a party: (i) the Fund, (ii) any officer of the Fund, or (iii) Madison, XAI, or any of their affiliates. Consequences of Shareholders not approving the New BoardIf the New Board is not approved by shareholders, the Fund will abandon all three Proposals, and Madison will continue to serve as the investment adviser of the Fund and the Current Board will continue to oversee the Fund. Recommendation of the Board of TrusteesFor the reasons set forth above, the Current Board recommends that shareholders of the Fund vote FOR each New Trustee.36ADDITIONAL INFORMATIONInformation about the FundThe Fund is a closed-end management investment company organized as a Delaware statutory trust. Madison Asset Management, LLC is the investment adviser to the Fund. Madisons principal office is located at 550 Science Drive, Madison, Wisconsin 53711. In addition to investment management services, under the Existing Advisory Agreement, Madison is also responsible for managing the Funds administrative affairs under an Existing Services Agreement, and in this capacity, oversees State Street Bank and Fund Company (State Street), which currently serves as sub-administrator to the Fund. State Streets address is 801 Pennsylvania Avenue, Kansas City, Missouri 64105. The Funds current custodian is State Street, and its current transfer agent is Computershare, 150 Royall Street, Suite 101, Canton, MA 02021. The Fund does not place any brokerage transactions with any affiliates of Madison. XA Investments LLC is proposed to be the new investment adviser to the Fund as a result of the Transaction, with Madison serving as the subadviser to the Fund. XAIs principal office is located at 321 North Clark Street, Suite 2430, Chicago, Illinois 60654. Information about MadisonMadison Asset Management, LLC was founded in 1974, and is a direct, wholly-owned (100% owned) subsidiary of Madison Investment Holdings (MIH), the ultimate corporate parent of Madison. Both Madisons and MIH's principal office is located at 550 Science Drive, Madison, Wisconsin 53711. As of May 31, 2024, Madison and its affiliates managed approximately $25.7 billion in assets, including open-end mutual funds, separately managed accounts and wrap accounts. Exhibit B contains information with respect to other funds managed by Madison which have a similar investment objective as the Fund. The mailing address of principal officers and directors of MIH is 550 Science Drive, Madison, Wisconsin 53711. Information regarding the principal executive officers and directors of Madison is as follows: NameTitle/Principal OccupationSteven CarlChairman of the Board and Board Member of MIH; (Principal Executive Officer; Chief Distribution Officer)Paul LefurgeyBoard Member of MIH(Retired)Frank BurgessBoard Member of MIH(Retired)Richard EisingerBoard Member of MIH(Head of Equities, Portfolio Manager)Information about XAIXA Investments LLC was founded in 2016 by XMS Capital Partners. XAIs principal office is located at 321 North Clark Street, Suite 2430, Chicago, Illinois 60654. As of May 31, 2024, XAI and its affiliates managed $681 million in assets, including two closed-end funds. XAI also provides investment fund restructuring and consulting services focused on closed-end 37funds. Exhibit B contains information with respect to other funds managed by XAI which have a similar investment objective as the Fund. Information regarding the principal executive officers and directors of XAI is as follows:NameTitleJohn Yogi SpenceCo-Chief Executive OfficerTheodore F. BrombachCo-Chief Executive OfficerKimberly Ann FlynnPresidentBenjamin D. McCullochGeneral Counsel & Managing DirectorKevin B. DavisManaging Director & Head of SalesInformation about Independent Registered Public Accounting FirmFor the fiscal years ended December 31, 2022 and December 31, 2023, and the current fiscal year ending December 31, 2024, Deloitte & Touche LLP (D&T) has been selected as the Funds independent registered public accounting firm by the Audit Committee of the Fund to audit the accounts of the Fund. The Fund does not know of any direct or indirect financial interest of D&T in the Fund. Representatives of D&T will not be in attendance at the Meeting.Audit Fees. The aggregate fees billed to the Fund by D&T for professional services rendered for the audit of the Funds annual financial statements for the Funds fiscal years ended December 31, 2022 and December 31, 2023 were approximately $23,950 and $24,450, respectively.Audit-Related Fees. The aggregate fees billed by D&T and approved by the Audit Committee of the Fund for the Funds fiscal years ended December 31, 2022 and December 31, 2023 for assurance and related services reasonably related to the performance of the audit of the Funds annual financial statements were $0 and $0, respectively. D&T did not perform any other assurance and related services that were required to be approved by the Funds Audit Committee for such periods.Tax Fees. The aggregate fees billed by D&T and approved by the Audit Committee of the Fund for the Funds fiscal years ended December 31, 2022 and December 31, 2023 for professional services rendered for tax compliance, tax advice, and tax planning were approximately $4,652 and $4,799, respectively (such fees relate to tax services provided by D&T in connection with the review of the Funds tax returns). D&T did not perform any other tax compliance or tax planning services or render any tax advice that was required to be approved by the Funds Audit Committee for such periods.All Other Fees. Other than those services described above, D&T did not perform any other services on behalf of the Fund for the Funds fiscal years ended December 31, 2022 and December 31, 2023.Audit Committees Pre-Approval Policies and Procedures. As noted above, the Audit Committee is governed by the Audit Committee Charter, which includes Pre-Approval Policies and Procedures. The Audit Committee of the Fund has (i) pre-approved all audit and non-audit services provided by D&T to the Fund, and (ii) all non-audit services provided by D&T to Madison, or any entity controlling, controlled by, or under common control with Madison that provides ongoing services to the Fund which are related to the operations of the Fund (of which there were none), for the fiscal years ended December 3831, 2022 and December 31, 2023. None of the services described above for the Funds fiscal years ended December 31, 2022 and December 31, 2023 were approved by the Audit Committee pursuant to the pre-approval exception under Rule 2-01(c)(7)(i)(c) of Regulation S-X promulgated by the SEC.Voting InformationGeneral; Record Date. The record holders of the outstanding shares of the Fund as of the close of business on July 22, 2024 (the Record Date) are entitled to vote at the Meeting and any adjournment or postponement thereof. Each shareholder is entitled to one vote per share and a fractional vote with respect to fractional shares. Whether you expect to be personally present at the Meeting or not, we encourage you to vote by proxy. You can do this by phone or the Internet or by completing, dating, signing, and returning the accompanying proxy card using the enclosed postage prepaid envelope. By voting by proxy, your shares will be voted as you instruct. If no choice is indicated, your shares will be voted FOR each Proposal, and in the discretion of the persons named as proxies on such other matters that properly may come before the Meeting.Any shareholder giving a proxy may revoke it at any time before it is exercised at the Meeting by submitting to the Secretary of the Fund a written notice of revocation or a subsequently signed proxy card (i.e., a later-dated proxy), or by attending the Meeting and voting in person. A prior proxy can also be revoked by proxy voting again through the website or toll-free number noted on the enclosed proxy card. Proxy cards and written notices of revocation must be received by the Fund prior to the Meeting. If not so revoked, the shares represented by the proxy will be voted at the Meeting and any postponements or adjournments of the Meeting. Attendance by a shareholder at the Meeting does not by itself revoke a proxy.As of the Record Date, the Fund had 21,087,537 shares issued and outstanding.Solicitation of Proxies and Related Costs. The solicitation of proxies will occur principally by mail. In addition to solicitation by mail, certain officers and representatives of the Fund and officers and employees of Madison (who will receive no extra compensation for their services) and representatives of the Funds proxy solicitor, Computershare, may solicit proxies by telephone, the Internet, facsimile, letter, or other electronic means. If instructions are recorded by telephone, the person soliciting the proxies will use procedures designed to authenticate shareholders identities to allow shareholders to authorize the voting of their shares in accordance with their instructions, and to confirm that a shareholders instructions have been properly recorded.The expenses incurred in connection with preparing the Proxy Statement and its enclosures and all related legal and proxy solicitation expenses will be paid by Madison and/or XAI. These expenses are estimated to be approximately $250,000.Quorum. In order for a vote on any Proposal to be taken at the Meeting, there must exist a quorum of shareholders of the Fund eligible to vote on such Proposal. To have a quorum, the holders of a majority of the shares entitled to vote on each Proposal must be present in person or by proxy at the Meeting. 39For this purpose, whether a quorum exists is determined on a Proposal-by-Proposal basis.Abstentions and Broker Non-Votes. For purposes of determining the presence of a quorum for each Proposal, abstentions and broker non-votes are treated as present. Broker non-votes occur when a nominee holding shares for a beneficial owner does not vote on a Proposal because the nominee does not have discretionary voting powers with respect to that Proposal and has not received instructions from the beneficial owner. Abstentions and broker non-votes have the effect of a vote against Proposals 1 and 2, while abstentions and broker non-votes have no effect on the outcome of Proposal 3. Adjournment. It may become necessary from time to time to adjourn the Meeting in order to allow more time to solicit additional proxies, as necessary, if there are insufficient votes at the time of the Meeting to constitute a quorum or to approve any Proposal. Under the Funds governing documents, any meeting of shareholders, whether or not a quorum is present, may be adjourned from time to time by: (i) the vote of the majority of the shares represented at that meeting, either in person or by proxy; or (ii) in his or her discretion by the chairperson of the meeting. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting. Accordingly, if a quorum is not present at the Meeting with respect to any Proposal, it is expected that the holders of proxies will vote to authorize the adjournment of the Meeting with respect to such Proposal(s) in order to solicit additional proxies. Even if a quorum is present at the Meeting with respect to some or all Proposals, but there are insufficient votes to approve a Proposal, it is also expected that the holders of proxies will vote to authorize the adjournment of the Meeting to solicit additional proxies with respect to such Proposal(s). If the Meeting is adjourned, the adjourned meeting must be held not later than 180 days after the Record Date and may be held without further notice, other than an announcement at the Meeting in accordance with the Funds governing documents and as permitted under Delaware law. Votes Required to Pass the ProposalsProposal 1. In order for the New Advisory Agreement to be approved, it must be approved by the holders of a majority of the outstanding voting securities of the Fund. The term majority of the outstanding voting securities (as defined in the 1940 Act and used in this Proxy Statement) means: the affirmative vote of the lesser of (i) 67% or more of the voting securities of the Fund present at the Meeting if more than 50% of the outstanding voting securities of the Fund are present in person or by proxy, or (ii) more than 50% of the outstanding voting securities of the Fund. Proposal 2. In order for the New Subadvisory Agreement to be approved, it must be approved by the holders of a majority of the outstanding voting securities of the Fund, using the same definition of this term described above regarding Proposal 1. Proposal 3. In order for the New Trustees to be elected, the entire slate of nominees must be approved by the affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote at the Meeting. Votes withheld will have the same effect as a vote against the Proposal.Please note that if you sign, date, and return the proxy card, but do not specify a vote on each Proposal, your shares will be voted in favor of each Proposal, and in the discretion of the proxies named therein with respect to any other 40business that may properly come before the Meeting or any postponements or adjournments thereof. IMPORTANT: Each Proposal must be approved in order for the Fund to move forward with any of the Proposals. If shareholders do not approve one of the Proposals, the Fund will abandon all three Proposals, and Madison will continue to serve as the investment adviser of the Fund and the Current Board will continue to oversee the Fund. No Dissenters RightsShareholders have no rights under applicable law or the Funds Declaration of Trust or Bylaws to exercise dissenters rights of appraisal with respect to any Proposal.Summary of Certain Aspects of Delaware Control Share Acquisition StatuteThe Fund is subject to the control share acquisition statute (the Control Share Statute) contained in Subchapter III of the Delaware Statutory Trust Act (the DSTA), which became automatically applicable to listed closed-end funds, such as the Fund.The Control Share Statute provides for a series of voting power thresholds above which shares are considered control beneficial interests (referred to here as control shares). Once a threshold is reached, an acquirer has no voting rights under the DSTA with respect to shares acquired in excess of that threshold (i.e., the control shares) unless approved by shareholders of the Fund or exempted by the Board. The Control Share Statute provides procedures for an acquirer to request a shareholder meeting for the purpose of considering whether voting rights shall be accorded to control shares.The foregoing is only a summary of certain aspects of the Control Share Statute. Some uncertainty around the application under the 1940 Act of state control share statutes exists as a result of recent federal and state court decisions that have found that certain control share acquisition provisions violate the 1940 Act.Security Ownership of Management, Trustees and Principal ShareholdersAs of the Record Date, to the best of the knowledge of the Fund, no trustee or officer of the Fund beneficially owned 1% or more of the outstanding shares of the Fund, and the trustees and the officers of the Fund, as a group, beneficially owned less than 1% of the outstanding shares of the Fund. The Current Board is not aware of any arrangements, the operation of which may result in a change in control of the Fund. The following table shows the dollar range of the Funds equity securities that are beneficially owned* by each member of the Current Board and the existing officers as of the Record Date. As of the same date, the nominees for New Trustee did not hold any equity securities of the Fund. * Beneficial Ownership is determined in accordance with Section 16a-1(a)(2) of the Exchange Act.41Trustee/Officer NameDollar Range of Beneficially-Owned Securities of the FundAggregate Dollar Range of Beneficially-Owned Securities of the Madison Fund Complex(1)Scott C. JonesNoneOver $100,000Steven P. RiegeNone$10,001 - $50,000Richard E. StruthersNone$10,001 - $50,000Jill M. Friedow$0 - $10,000$50,001 - $100,000Patrick F. RyanNoneOver $100,000Steve J. FredricksNone$50,001 - $100,000Greg D. HoppeNoneOver $100,000Brandon RedwingNone$1 - $10,000Kyle SchalowNoneNoneTerri WilhelmNoneNone(1) The term Madison Fund Complex refers to (i) the Madison Funds with 15 portfolios, (ii) the Ultra Series Fund with 14 portfolios, (iii) the Madison ETFs Trust with 4 active portfolios, and (iv) the Fund.As of the Record Date, to the knowledge of the Fund, no person owned of record or owned beneficially more than 5% of the voting securities of the Fund.Section 16 Beneficial Ownership Reporting ComplianceSection 16(a) of the Exchange Act and Section 30(h) of the 1940 Act require the Funds executive officers and trustees, certain officers of the Funds investment adviser, affiliated persons of the investment adviser, and persons who beneficially own more than 10% of the Funds shares to file certain reports of ownership (Section 16 filings) with the SEC and the NYSE. Based upon the Funds review of the copies of such forms effecting the Section 16 filings received by it, the Fund believes that for Funds fiscal year ended December 31, 2023, all filings applicable to such persons were completed and filed in a timely manner.HouseholdingThe SEC has adopted rules that permit investment companies, such as the Fund, to satisfy delivery requirements for proxy statements with respect to two or more shareholders sharing the same address by delivering a single proxy statement addressed to those shareholders. This process, which is commonly referred to as householding, could result in extra convenience and cost savings for the Fund and its shareholders.If possible, depending on shareholder registration and address information, and unless you have otherwise opted out, only one copy of this Proxy Statement will be sent to shareholders at the same address. However, each shareholder will receive separate proxy cards. If you currently receive multiple copies of proxy statements or shareholder reports and would like to request to receive a single copy of documents in the future, please contact your financial services firm.42Shareholder Proposals for Subsequent MeetingsShareholder proposals intended for inclusion in the Funds proxy statement in connection with the Funds 2025 Annual Meeting of Shareholders pursuant to Rule 14a-8 under the Exchange Act, must be received by the Fund at its principal executive offices by February 12, 2025. In order for the proposals made outside of Rule 14a-8 under the Exchange Act to be considered timely within the meaning of Rule 14a-4(c) under the Exchange Act, such proposals much be received by the Fund at its principal executives offices not later than the close of business on May 3, 2025, nor earlier than the close of business on April 3, 2025. The timely submission of a proposal does not guarantee its inclusion. Whether a proposal is included in a proxy statement will be determined in accordance with applicable federal and state laws, as well as the Funds governing documents.Other Matters to Come Before the MeetingNo business other than the Proposals described in this Proxy Statement are expected to come before the Meeting, but should any other matter requiring a vote of shareholders arise, the persons named as proxies will vote thereon in their discretion according to their best judgment in the interests of the Fund and its shareholders.Dated: August 7, 2024PLEASE COMPLETE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED ENVELOPE. YOU MAY ALSO VOTE BY INTERNET OR TELEPHONE IN ACCORDANCE WITH THE INSTRUCTIONS SET FORTH ON THE ENCLOSED PROXY CARD.43EXHIBIT ANEW INVESTMENT ADVISORY AGREEMENTINVESTMENT ADVISORY AGREEMENTINVESTMENT ADVISORY AGREEMENT (the Agreement), dated as of [ ], 2024 between Madison Covered Call and Equity Strategy Fund, a Delaware statutory trust (the Trust), and XA Investments LLC, a Delaware limited liability company (the Adviser).WHEREAS, the Adviser has agreed to furnish investment management and advisory services to the Trust, a closed-end management investment company registered under the Investment Company Act of 1940, as amended (the 1940 Act);WHEREAS, the Adviser is a registered investment adviser under the Investment Advisers Act of 1940, as amended (the Advisers Act); WHEREAS, this Agreement has been approved in accordance with the provisions of the 1940 Act, and the Adviser is willing to furnish such services upon the terms and conditions herein set forth; andNOW, THEREFORE, in consideration of the mutual premises and covenants herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged, it is agreed by and between the parties hereto as follows:1. Appointment(a) The Trust hereby appoints the Adviser to act as the investment adviser to the Trust and to furnish the management and investment advisory services described herein, for the period and upon the terms herein set forth.(b) The Adviser hereby agrees, all as more fully set forth herein, to act as investment adviser to the Trust with respect to the investment of the Trusts assets and to supervise and arrange for the day-to-day operations of the Trust and the purchase of securities for and the sale of securities held in the investment portfolio of the Trust.(c) The Adviser for all purposes in this Agreement will be deemed to be an independent contractor and, unless otherwise expressly provided or authorized in this Agreement, will have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. 2. Duties and Obligations of the Adviser with Respect to Investment of Assets of the Trust. (a) Subject to the direction and control of the Trusts Board of Trustees, the Adviser shall:(i) act as investment adviser for and supervise and manage the investment and reinvestment of the Trusts assets and, in connection therewith, have complete discretion in purchasing and selling securities and other assets for the Trust and in voting, exercising consents and exercising all other rights appertaining to such securities and other A-1assets on behalf of the Trust; (ii) supervise the investment program of the Trust and the composition of its investment portfolio; and (iii) arrange, subject to the provisions of Section 5 hereof, for the purchase and sale of securities and other assets held in the investment portfolio of the Trust. (b) In performing its duties under this Section 2, the Adviser may delegate some or all of its duties and obligations under this Agreement to one or more investment sub-advisers; provided, however, that any such delegation shall be pursuant to an agreement with terms agreed upon by the Trust and approved in a manner consistent with the 1940 Act and provided, further, that no such delegation shall relieve the Adviser from its duties and obligations of management and supervision of the management of the Trusts assets pursuant to this Agreement and to applicable law.(c) The Adviser shall maintain business continuity, cybersecurity, disaster recovery and backup capabilities and facilities in keeping with industry standards and Securities and Exchange Commission (SEC) requirements through which the Adviser will be able to perform its obligations hereunder with minimal disruptions or delay. (d) To the extent prohibited by Regulation S-P, the Adviser and its affiliates will not disclose any non-public personal information, as defined in Regulation S-P, received from the Trust regarding any shareholder unless in accordance with an exception under Regulation S-P, or as otherwise may be permitted by law. The Adviser represents and warrants that, in accordance with applicable state privacy laws and Regulation S-P, it has implemented safeguards by adopting policies and procedures reasonably designed to: (i) insure the security and confidentiality of records and non-public personal information of shareholders; (ii) protect against any anticipated threats or hazards to the security or integrity of shareholder records and non-public personal information; and (iii) protect against unauthorized access to or use of such shareholder records or non-public personal information that could result in substantial harm or inconvenience to any shareholder. The Adviser shall treat confidentially all records of the Trust and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where the Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or (ii) when so requested by the Trust.(e) The Adviser acknowledges that, in compliance with the Bank Secrecy Act, as amended, the USA PATRIOT Act, and any implementing regulations thereunder (together, the AML Laws), the Trust has adopted anti-money laundering policies and procedures (the AML Policies). The Adviser agrees to comply with the Trusts AML Policies and the AML Laws, as the same may apply to the Adviser, now and in the future, and understands and agrees that the Trust may disclose information regarding the Adviser to governmental and/or regulatory or self-regulatory authorities to the extent required by applicable law or regulation and may file reports with such authorities as may be required by such law or regulation.A-2(f) The Adviser shall provide such information as may reasonably be requested by the Board under Section 15(c) of the 1940 Act in connection with its annual consideration of this Agreement.3. Duties and Obligations of the Adviser with Respect to the Management of the TrustThe Adviser shall perform the management services necessary for the operation of the Trust, including providing the Trust necessary personnel and such other services as the Adviser, subject to review by the Board of Trustees, from time to time shall determine to be necessary or useful to perform its obligations under this Agreement. The Adviser, also on behalf of the Trust, shall conduct relations with administrators, custodians, depositories, transfer agents, pricing agents, investor support service providers, investor relations providers, dividend disbursing agents, other shareholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable.4. Covenants(a) In the performance of its duties under this Agreement, the Adviser shall at all times conform to, and act in accordance with, any requirements imposed by:(i) the provisions of the 1940 Act and the Advisers Act and all applicable Rules and Regulations of the SEC; (ii) any other applicable provision of law; (iii) the provisions of this Agreement and Declaration of Trust and By-Laws of the Trust, as such documents are amended from time to time; (iv) the investment objective, policies and restrictions of the Trust as set forth in its Registration Statement on Form N-2; and (v) any policies and determinations of the Board of Trustees of the Trust.(b) The Adviser will maintain a written code of ethics (the Code of Ethics) pursuant to Rule 17j-1 under the 1940 Act, a copy of which will be provided to the Trust, and will institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Adviser will follow such Code of Ethics in performing its services under this Agreement.(c) The Adviser will maintain compliance policies and procedures adopted pursuant to Rule 206(4)-7 under the Advisers Act and Rule 38a-1 under the 1940 Act, a copy of which will be provided to the Trust, and follow such compliance policies and procedures in performing its services under this Agreement; and(d) The Adviser will cooperate with the chief compliance officer of the Trust in connection with the implementation and operation of the Trusts compliance policies and procedures adopted pursuant to Rule 38a-1 under the 1940 Act, and will prepare necessary reports and provide the Trusts chief compliance officer with access to information reasonably necessary for the Trust to comply with Rule 38a-1.A-35. Portfolio Transactions(a) In the performance of its duties under this Agreement, the Adviser will place orders either directly with the issuer or with any broker or dealer. Subject to the other provisions of this paragraph, in placing orders with brokers and dealers, the Adviser will attempt to obtain the best price and the most favorable execution of its orders, and all such brokerage placement shall be made in compliance with Section 28(e) of the Securities Exchange Act of 1934, as amended. In placing orders, the Adviser will consider the experience and skill of the firms securities traders as well as the firms financial responsibility and administrative efficiency. Consistent with this obligation, the Adviser may select brokers on the basis of the research, statistical and pricing services they provide to the Trust and other clients of the Adviser. Information and research received from such brokers will be in addition to, and not in lieu of, the services required to be performed by the Adviser hereunder. A commission paid to such brokers may be higher than that which another qualified broker would have charged for effecting the same transaction, provided that the Adviser determines in good faith that such commission is reasonable in terms either of the transaction or the overall responsibility of the Adviser to the Trust and its other clients and that the total commissions paid by the Trust will be reasonable in relation to the benefits to the Trust over the long-term. In no instance, however, will the Trusts securities be purchased from or sold to the Adviser, or any affiliated person thereof, except to the extent permitted by the SEC or by applicable law.(b) At the request of the Board of Trustees of the Trust, the Adviser will identify and provide a written description to the Board of Trustees of soft dollar arrangements that the Adviser maintains with respect to the Trust or with brokers or dealers that execute transactions for the Trust, and of research and other services provided to the Adviser by a broker or dealer (whether prepared by such broker or dealer or by a third party) as a result, in whole or in part, of the direction of Trust transactions to the broker or dealer. (c) From time to time, the Adviser or brokers or dealers affiliated with it may find themselves in a position to buy for certain of their clients (each an Account) securities which the Advisers investment advisory clients wish to sell, and to sell for certain of their clients securities which other advisory clients wish to buy. Where one of the parties is an advisory client, the Adviser or the affiliated broker or dealer cannot participate in this type of transaction (known as a cross transaction) on behalf of an advisory client and retain commissions from one or both parties to the transaction without the advisory clients consent. This is because in a situation where the Adviser is making the investment decision (as opposed to a brokerage client who makes his own investment decisions), and the Adviser or an affiliate is receiving commissions from both sides of the transaction, there is a potential conflicting division of loyalties and responsibilities on the Advisers part regarding the advisory client. The SEC has adopted a rule under the Advisers Act that permits the Adviser or its affiliates to participate on behalf of an Account in agency cross transactions if the advisory client has given written consent in advance. By execution of this Agreement, the Trust authorizes the Adviser or its affiliates to participate in agency cross transactions involving an Account. The Trust may revoke its consent at any time by written notice to the Adviser.A-46. ConfidentialityEach of the Trust and the Adviser acknowledge and agree that pursuant to this Agreement, either party may have access to the other partys confidential and proprietary information and materials concerning or pertaining to the others business. Each party will receive and hold such information in the strictest confidence, and acknowledge, represent, and warrant that it will use its best efforts to protect the confidentiality of this information. Each party agrees that, without the prior written consent of the other party, which approval shall not be unreasonably withheld, they will not use, copy, or divulge to third parties or otherwise use, except in accordance with the terms of this Agreement, any information obtained from or through the other party in connection with this Agreement; provided, however, this covenant shall not apply to information (i) which is in the public domain now or when it becomes in the public domain in the future, other than by reason of a breach of this Agreement, (ii) which has come to either party from a lawful source not bound to maintain the confidentiality of such information, other than from the other party or an affiliate or representative of that party, (iii) disclosures which are required by law, regulatory authority, regulation or legal process or are made to any regulatory agency in the normal course of an examination, audit or investigation involving such party, or (iv) disclosure as reasonably necessary in the course of business to third parties subject to a duty to maintain the confidentiality of the information.7. Services Not Exclusive(a) Nothing in this Agreement shall prevent the Adviser or any officer, employee or other affiliate thereof from acting as investment adviser for any other person, firm or corporation, or from engaging in any other lawful activity, and shall not in any way limit or restrict the Adviser or any of its officers, employees or agents from buying, selling or trading any securities for its or their own accounts or for the accounts of others for whom it or they may be acting; provided, however, that the Adviser will undertake no activities which, in its judgment, will adversely affect the performance of its obligations under this Agreement.(b) The Adviser may manage other investment accounts and funds, including those with investment objectives similar to the Trust. Securities considered as investments for the Trust may also be appropriate for other investment accounts and funds that may be managed by the Adviser. Subject to applicable laws and regulations, the Adviser will attempt to allocate equitably portfolio transactions among the portfolios of its other investment accounts and funds purchasing securities whenever decisions are made to purchase or sell securities by the Trust and one or more of such other accounts or funds simultaneously. In making such allocations, the main factors to be considered by the Adviser will be the respective investment objectives of the Trust and such other accounts and funds, the relative size of portfolio holdings of the same or comparable securities, the availability of cash for investment by the Trust and such other accounts and funds, the size of investment commitments generally held by the Trust and such accounts and funds, and the opinions of the persons responsible for recommending investments to the Trust and such other accounts and funds. 8. Books and Records(a) The Adviser undertakes and agrees to maintain or cause others to maintain, in the form and for the period required by Rule 31a-2 A-5under the 1940 Act, all records relating to the Trusts investments that are required to be maintained by the Trust pursuant to the 1940 Act with respect to the Advisers responsibilities under this Agreement for the Trust, and which are not otherwise maintained by the administrator, fund accounting agent, custodian or other service providers to the Trust.(b) In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Adviser hereby agrees that all records which it maintains for the Trust are the property of the Trust and further agrees to surrender promptly to the Trust any such records upon the Trusts request. 9. CustodyNothing in this Agreement will require the Adviser to take or receive physical possession of cash, securities, or other investments of the Trust. 10. Expenses(a) During the term of this Agreement, the Adviser will bear all costs and expenses of its employees and any overhead incurred in connection with its duties hereunder, except as provided pursuant to paragraph (c) of this Section 10, and shall bear the costs of any salaries or trustees fees of any officers or trustees of the Trust who are affiliated persons (as defined in the 1940 Act) of the Adviser.(b) The Trust will bear all other costs, fees and expenses of its operations and transactions, including those relating to: (1) organization; (2) calculation of the Trusts net asset value (including the cost and expenses of any independent valuation firm, agent or other provider); (3) expenses payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for the Trust and in monitoring the Trusts investments; (4) interest payable on indebtedness and dividends and distributions on preferred shares, as applicable, if any, incurred to finance the Trusts investments; (5) offerings of the Trusts common shares and other securities (including, all fees, costs and expenses related thereto); (6) fees payable to third parties, including agents, legal counsel, consultants or other advisors, relating to, or associated with, evaluating and making investments; (7) administrator, transfer agent and custodian fees; (8) federal and state registration fees; (9) all costs of registration and listing the Trusts shares on any securities exchange; (10) federal, state and local taxes; (11) independent trustees fees and expenses; (12) costs of preparing and filing reports or other documents required by governmental bodies (including the SEC), including printing costs; (13) costs of any reports, proxy statements or other notices to shareholders, including printing costs; (14) insurance premiums for fidelity bond and other insurance coverage, including the Trusts allocable portion of the fidelity bond, trustees and officers errors and omissions liability insurance, including independent trustees liability insurance, and any other insurance premium; (15) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; (16) brokerage commissions, assignment fees and other costs in connection with the purchase, holding or sale of securities and other investment instruments (including, without limitation, security settlement costs); (17) expenses incidental to holding meetings of the Trusts shareholders, including proxy solicitations therefor; provided, however, that the Trust will not bear such expenses with respect to any meeting of the Trusts shareholders held for the purpose of seeking shareholder approval of a new investment advisory agreement in connection A-6with a change of control of the Adviser; (18) unusual, non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust is a party and legal obligations that the Trust may have to indemnify the Trusts directors, officers and/or employees or agents with respect to these actions, suits or proceedings; and (19) all other expenses incurred by the Trust in connection with administering the Trusts business.(c) The Trust may, if and to the extent approved by the Board of Trustees, including a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, from time to time reimburse the Adviser for certain costs and expenses incurred by the Adviser in connection with the management of the Trusts assets, which may include the Trusts allocable share of portfolio management and trading software costs, research expenses (including modeling and analytic software costs), diligence expenses and out-of-pocket travel costs incurred in connection with the management of the Trusts assets. For the avoidance of doubt, in no event shall expenses associated with the general overhead of the Adviser be reimbursed by the Trust.11. Compensation of the Adviser(a) The Trust agrees to pay to the Adviser and the Adviser agrees to accept as full compensation for all services rendered by the Adviser as such, a monthly fee in arrears at an annual rate equal to 0.80% of the Trusts average daily value of the Trusts Managed Assets. For any period less than a month during which this Agreement is in effect, the fee shall be prorated according to the proportion which such period bears to a full month of 28, 29, 30 or 31 days, as the case may be. (b) Managed Assets means the total assets of the Trust, including the assets attributable to the proceeds from financial leverage (including through the issuance of preferred shares or the issuance of senior securities representing indebtedness), minus liabilities, other than liabilities related to any financial leverage. (c) For purposes of this Agreement, the total assets of the Trust shall be calculated pursuant to the procedures adopted by resolutions of the Trustees of the Trust for calculating the value of the Trusts assets.(d) The Adviser may elect from time to time, in its sole discretion, to waive its right to reimbursement or its receipt of the advisory fee.12. Representations and Warranties(a) The Trust represents and covenants to the Adviser as follows:(i) The Trust is duly organized and validly existing under the laws of the State of Delaware with the power to own and possess its assets.(ii) The execution, delivery and performance by the Trust of this Agreement are within the Trusts powers and have been duly authorized by all necessary actions of the Board of Trustees, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or A-7regulation, (ii) the Trusts governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instruments binding upon the Trust.(iii) The Trust is, or will be prior to commencing operations, registered as a closed-end management investment company under the 1940 Act and the Trusts shares are, or will be prior to commencing operations, registered under the Securities Act of 1933, as amended, and under any applicable state securities laws, or exempt from such registration.(b) The Adviser represents and covenants to the Trust as follows:(i) The Adviser is duly organized and validly existing under the laws of the State of Delaware.(ii) The execution, delivery and performance by the Adviser of this Agreement are within the Advisers powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance of this Agreement by the parties to this Agreement, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Advisers governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instruments binding upon the Adviser.(iii) The Adviser is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement.13. Limitation on LiabilityThe Adviser will not be liable for any error of judgment or mistake of law or for any loss suffered by Adviser or by the Trust in connection with the performance of this Agreement, except a loss resulting from a breach of a fiduciary duty with respect to the receipt of compensation for services or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder).14. IndemnificationThe Trust shall indemnify, defend and protect the Adviser, its members and their respective officers, managers, partners, agents, employees, controlling persons, members and any other person affiliated with any of them (collectively, the Indemnified Parties) (each of whom shall be deemed a third party beneficiary hereof) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, A-8investigation or other proceeding (including an action or suit by or in the right of the Trust or its security holders) arising out of or otherwise based upon the performance of any of the Advisers duties or obligations under this Agreement or otherwise as an investment adviser of the Trust. Notwithstanding the foregoing provisions of this Section 12 to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Trust or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of any Indemnified Partys duties or by reason of the reckless disregard of the Advisers duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder).15. Duration and Termination(a) This Agreement shall become effective as of the date hereof and, unless sooner terminated with respect to the Trust as provided herein, shall continue in effect for a period of two years. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Trust for successive periods of 12 months, provided such continuance is specifically approved at least annually by both:(i) the vote of a majority of the Trusts Board of Trustees or the vote of a majority of the outstanding voting securities of the Trust at the time outstanding and entitled to vote, and (ii) the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. (b) Notwithstanding the foregoing, this Agreement may be terminated by the Trust at any time, without the payment of any penalty, upon giving the Adviser 60 days notice (which notice may be waived by the Adviser), provided that such termination by the Trust shall be directed or approved by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Trust at the time outstanding and entitled to vote, or by the Adviser on 60 days written notice to the Trust (which notice may be waived by the Trust). (c) This Agreement will immediately terminate in the event of its assignment. (d) As used in this Agreement, the terms majority of the outstanding voting securities, interested person and assignment shall have the same meanings of such terms in the 1940 Act.(e) The terms of Sections 6, 8, 13 and 14, 18, 19 and 20 of this Agreement shall survive the termination of this Agreement.16. NoticesAny notice under this Agreement shall be in writing to the other party at such address as the other party may designate from time to time for the receipt of such notice and shall be deemed to be received on the earlier of the date actually received or on the fourth day after the postmark if such notice is A-9mailed first class postage prepaid.17. Amendment of this AgreementNo provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. Any amendment of this Agreement shall be subject to the 1940 Act.18. Governing LawThis Agreement shall be governed by and construed in accordance with the laws of the State of Delaware for contracts to be performed entirely therein without reference to choice of law principles thereof and in accordance with the applicable provisions of the 1940 Act.19. Use of the NameThe Adviser has consented to the use by the Trust of the name or identifying word XA, XAI or XA Investments in the name of the Trust. Such consent is conditioned upon the employment of the Adviser as the investment adviser to the Trust. The name or identifying word XA, XAI or XA Investments may be used from time to time in other connections and for other purposes by the Adviser and any of its affiliates. The Adviser may require the Trust to cease using XA, XAI or XA Investments in the name of the Trust, if the Trust ceases to employ, for any reason, the Adviser, any successor thereto or any affiliate thereof as investment adviser of the Trust. If so required by the Adviser, the Trust will cease using XA, XAI or XA Investments in its name as promptly as practicable and make all reasonable efforts to remove XA, XAI or XA Investments from its name.20. Miscellaneous(a) The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.(b) If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. (c) Nothing contained in this Agreement will be deemed to require the Trust to take any action contrary to the Trusts Amended and Restated Agreement and Declaration of Trust or By-laws, as they may be amended and/or restated from time to time, or any applicable statute or regulation, or to relieve or deprive the Board of Trustees of its responsibility for and control of the conduct of the affairs of the Trust. (d) This Agreement shall be binding on, and shall inure to the benefit of the parties hereto and their respective successors.(e) This Agreement may be executed in counterparts by the parties hereto, each of which shall constitute an original counterpart, and all of which, together, shall constitute one Agreement. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.A-10(f) This Agreement constitutes the entire understanding and agreement, and supersedes any and all other proposals, understandings, and agreements among the parties with respect to the subject matter hereof.IN WITNESS WHEREOF, the parties hereto have caused the foregoing instrument to be executed by their duly authorized officers, all as of the day and the year first above written.MADISON COVERED CALL & EQUITY STRATEGY FUNDBy: Name: Title: XA INVESTMENTS LLCBy: Name: Title: A-11EXHIBIT BNEW SUBADVISORY AGREEMENTINVESTMENT SUBADVISORY AGREEMENTINVESTMENT SUB-ADVISORY AGREEMENT (the Agreement), dated as of [ ], 2024 (the Effective Date) among Madison Covered Call and Equity Strategy Fund, a Delaware statutory trust (the Trust), XA Investments LLC, a Delaware limited liability company (the Adviser), and Madison Asset Management, LLC a Wisconsin limited liability company (the Sub-Adviser).WHEREAS, the Adviser has agreed to furnish investment management and advisory services to the Trust, a closed-end management investment company registered under the Investment Company Act of 1940, as amended (the 1940 Act);WHEREAS, the investment advisory agreement between the Adviser and the Trust dated as of [ ] (such agreement or the most recent successor agreement between such parties relating to advisory services to the Trust is referred to herein as the Investment Advisory Agreement) contemplates that the Adviser may sub-contract investment advisory services with respect to the Trust to a sub-adviser(s) pursuant to a sub-advisory agreement(s) agreeable to the Trust and approved in accordance with the provisions of the 1940 Act;WHEREAS, the Adviser wishes to retain the Sub-Adviser to provide certain sub-advisory services; WHEREAS, the Sub-Adviser is a registered investment adviser under the Investment Advisers Act of 1940, as amended (the Advisers Act); andWHEREAS, this Agreement has been approved in accordance with the provisions of the 1940 Act, and the Sub-Adviser is willing to furnish such services upon the terms and conditions herein set forth;NOW, THEREFORE, in consideration of the mutual premises and covenants herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged, it is agreed by and between the parties hereto as follows:1. Appointment(a) The Adviser hereby appoints the Sub-Adviser to act as the investment sub-adviser to the Trust and to furnish the services described herein, for the period and upon the terms herein set forth.(b) The Sub-Adviser hereby agrees, all as more fully set forth herein, to act as investment sub-adviser to the Trust and to furnish the services described below with respect to the investment of the Trusts assets and the purchase of securities for and the sale of securities held in the investment portfolio of the Trust.(c) The Sub-Adviser for all purposes in this Agreement will be deemed to be an independent contractor and, unless otherwise expressly provided or authorized in this Agreement, will have no authority to act for or represent the Adviser or the Trust in any way B-1or otherwise be deemed an agent of the Adviser or the Trust. 2. Duties and Obligations of the Sub-Adviser with Respect to Investment of Assets of the Trust(a) Subject to the oversight and supervision of the Adviser and direction and control of the Trusts Board of Trustees, the Sub-Adviser will act as sub-adviser for the Trust and perform one or more of the following services at the request of the Adviser in connection with the investment and reinvestment of the Trusts assets: (i) managing the investment and reinvestment of the assets of the Trust in accordance with the investment policies and guidelines of the Trust;(ii) subject to the provisions of Section 4 hereof, purchasing and selling securities and other assets for the Trust and placing orders for purchases and sales of assets of the Trust; (iii) providing investment research and credit analysis concerning the assets of the Trust; (iv) monitoring on a daily basis the investment activities and portfolio holdings relating to the Trust;(v) voting proxies relating to the Trusts portfolio securities in accordance with the proxy voting policies and procedures of the Sub-Adviser; and(vi) settlement of transactions and completing corporate actions. (b) At the request of the Adviser, the Sub-Adviser will also, subject to the oversight and supervision of the Adviser and the direction and control of the Trusts Board of Trustees, consult with the Adviser as to the overall management of the assets of the Trust and the investment policies and practices of the Trust, including (but not limited to) the use by the Trust of financial leverage and matters relating to such financial leverage (e.g., form, amount and costs) and the utilization by the Trust of any interest rate or other hedging or risk management transactions in connection therewith. (c) In addition, the Sub-Adviser will keep the Trust and the Adviser informed of developments relating to the Sub-Adviser or the Trusts investments materially affecting the Trust and shall, upon request, furnish to the Adviser and the Trust all information relevant to such developments. (d) The Sub-Adviser will periodically communicate to the Adviser or other service providers of the Trust, at such times as the Adviser may request, information concerning the purchase and sale of securities for the Trust and such other information as the Adviser may reasonably require for purposes of fulfilling its obligations to the Trust under the Investment Advisory Agreement.(e) In addition to the investment policies and guidelines of the Trust, the Adviser may from time to time communicate to the Sub-Adviser instructions (the Instructions) in writing that limit or supplement the investment policies and guidelines and are subject to approval by the Sub-B-2Adviser, which approval shall not be unreasonably withheld. Neither the investment policies and guidelines nor the Instructions shall require the Sub-Adviser to obtain capabilities or resources beyond those it possesses as of the Effective Date. The Adviser shall promptly notify the Sub-Adviser, in writing, of any change in the investment policies and guidelines that is made for any reason, including but not limited to a change by the Adviser, the Trust or in any applicable law or regulation. The Adviser acknowledges that the Sub-Adviser may be required to terminate delivery of certain data or services used in managing the Trust in the event the Sub-Adviser is no longer able to obtain such data or services.(f) The Sub-Adviser shall maintain business continuity, cybersecurity, disaster recovery and backup capabilities and facilities in keeping with industry standards and Securities and Exchange Commission (SEC) requirements through which the Sub-Adviser will be able to perform its obligations hereunder with minimal disruptions or delay. (g) To the extent prohibited by Regulation S-P, the Sub-Adviser and its affiliates will not disclose any non-public personal information, as defined in Regulation S-P, received from the Trust regarding any shareholder unless in accordance with an exception under Regulation S-P, or as otherwise may be permitted by law. The Sub-Adviser represents and warrants that, in accordance with applicable state privacy laws and Regulation S-P, it has implemented safeguards by adopting policies and procedures reasonably designed to: (i) insure the security and confidentiality of records and non-public personal information of shareholders; (ii) protect against any anticipated threats or hazards to the security or integrity of shareholder records and non-public personal information; and (iii) protect against unauthorized access to or use of such shareholder records or non-public personal information that could result in substantial harm or inconvenience to any shareholder. The Sub-Adviser shall treat confidentially all records of the Trust and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where the Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or (ii) when so requested by the Trust.(h) The Sub-Adviser acknowledges that, in compliance with the Bank Secrecy Act, as amended, the USA PATRIOT Act, and any implementing regulations thereunder (together, the AML Laws), the Trust has adopted anti-money laundering policies and procedures (the AML Policies). The Sub-Adviser agrees to comply with the Trusts AML Policies and the AML Laws, as the same may apply to the Sub-Adviser, now and in the future, and understands and agrees that the Trust may disclose information regarding the Sub-Adviser to governmental and/or regulatory or self-regulatory authorities to the extent required by applicable law or regulation and may file reports with such authorities as may be required by such law or regulation.(i) The Sub-Adviser shall provide such information as may reasonably be requested by the Adviser and/or the Board of Trustees under Section 15(c) of the 1940 Act in connection with its annual consideration of this Agreement.B-3(i) Nothing in this Agreement is deemed to impose on the Sub-Adviser responsibility for the preparation of the Trusts financial statements or the Trusts other financial and regulatory filing and reporting obligations, provided that the Sub-Adviser shall provide sub-certifications in the form reasonably requested by the Trust relating to the Sub-Advisers services under this Agreement to assist the Trust in complying with the provisions of the Sarbanes-Oxley Act of 2002.3. Covenants(a) In the performance of its duties under this Agreement, the Sub-Adviser shall at all times conform to, and act in accordance with, any requirements imposed by:(i) the provisions of the 1940 Act and the Advisers Act and all applicable Rules and Regulations of the SEC; (ii) any other applicable provision of law; (iii) the provisions of this Agreement and Declaration of Trust and By-Laws of the Trust, as such documents are amended from time to time; (iv) the investment objective, policies and restrictions of the Trust as set forth in its Registration Statement on Form N-2 and as supplemented from time to time by the Trusts shareholder reports and other SEC filings; and (v) any policies and determinations of the Board of Trustees of the Trust.(b) The Sub-Adviser will not consult with any other sub-adviser of the Trust or any other sub-adviser to a fund under common control with the Trust concerning transactions of the Trust in securities or other assets.(c) The Sub-Adviser will maintain a written code of ethics (the Code of Ethics) pursuant to Rule 17j-1 under the 1940 Act, a copy of which will be provided to the Trust and the Adviser, and will institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Sub-Adviser will follow such Code of Ethics in performing its services under this Agreement.(d) The Sub-Adviser will maintain compliance policies and procedures adopted pursuant to Rule 206(4)-7 under the Advisers Act and Rule 38a-1 under the 1940 Act, a copy of which will be provided to the Trust and the Adviser, and follow such compliance policies and procedures in performing its services under this Agreement; and(e) The Sub-Adviser will cooperate with the chief compliance officer of the Trust in connection with the implementation and operation of the Trusts compliance policies and procedures adopted pursuant to Rule 38a-1 under the 1940 Act, and will prepare necessary reports and provide the Trusts chief compliance officer with access to information reasonably necessary for the Trust to comply with Rule 38a-1.4. Portfolio Transactions(a) In the performance of its duties under this Agreement, the Sub-Adviser will place orders either directly with the issuer or with any broker B-4or dealer. Subject to the other provisions of this paragraph, in placing orders with brokers and dealers, the Sub-Adviser will attempt to obtain the best price and the most favorable execution of its orders, and all such brokerage placement shall be made in compliance with Section 28(e) of the Securities Exchange Act of 1934, as amended. In placing orders, the Sub-Adviser will consider the experience and skill of the firms securities traders as well as the firms financial responsibility and administrative efficiency. Consistent with this obligation, the Sub-Adviser may select brokers on the basis of the research, statistical and pricing services they provide to the Trust and other clients of the Sub-Adviser. Information and research received from such brokers will be in addition to, and not in lieu of, the services required to be performed by the Sub-Adviser hereunder. A commission paid to such brokers may be higher than that which another qualified broker would have charged for effecting the same transaction, provided that the Sub-Adviser determines in good faith that such commission is reasonable in terms either of the transaction or the overall responsibility of the Sub-Adviser to the Trust and its other clients and that the total commissions paid by the Trust will be reasonable in relation to the benefits to the Trust over the long-term. In no instance, however, will the Trusts securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except to the extent permitted by the SEC or by applicable law.(b) At the request of the Adviser or the Trust, the Sub-Adviser will identify and provide a written description to the Adviser and the Board of Trustees of the Trust of soft dollar arrangements that the Sub-Adviser maintains with respect to the Trust or with brokers or dealers that execute transactions for the Trust, and of research and other services provided to the Sub-Adviser by a broker or dealer (whether prepared by such broker or dealer or by a third party) as a result, in whole or in part, of the direction of Trust transactions to the broker or dealer. (c) From time to time, the Sub-Adviser or brokers or dealers affiliated with it may find themselves in a position to buy for certain of their clients (each an Account) securities which the Sub-Advisers investment advisory clients wish to sell, and to sell for certain of their clients securities which advisory clients wish to buy. Where one of the parties is an advisory client, the Sub-Adviser or the affiliated broker or dealer cannot participate in this type of transaction (known as a cross transaction) on behalf of an advisory client and retain commissions from one or both parties to the transaction without the advisory clients consent. This is because in a situation where the Sub-Adviser is making the investment decision (as opposed to a brokerage client who makes his own investment decisions), and the Sub-Adviser or an affiliate is receiving commissions from both sides of the transaction, there is a potential conflicting division of loyalties and responsibilities on the Sub-Advisers part regarding the advisory client. However, the SEC has adopted a rule under the Advisers Act that permits the Sub-Adviser or its affiliates to participate on behalf of an Account in agency cross transactions if the advisory client has given written consent in advance. Therefore, by execution of this Agreement, the Trust authorizes the Sub-Adviser or its affiliates to participate in agency cross transactions involving an Account. The Trust may revoke its consent at any time by written notice to the Sub-Adviser.5. ConfidentialityEach of the Trust, the Adviser and the Sub-Adviser acknowledge and agree that in satisfying its respective obligations under and performing B-5services in connection with this Agreement, any party may have access to another partys confidential and proprietary information and materials concerning or pertaining to the others business (confidential information). Each party will receive and hold such information in the strictest confidence, and acknowledge, represent, and warrant that it will use its best efforts to protect the confidentiality of this information to the same degree of care as it would its own confidential information. Each party agrees that, without the prior written consent of the other party, which approval shall not be unreasonably withheld, such party will not use, copy, or divulge to third parties or otherwise use, except in accordance with the terms of this Agreement, any confidential information of another party without the prior written consent of such other party; provided, however, this covenant shall not apply to (i) information which is in the public domain now or when it becomes in the public domain in the future, other than by reason of a breach of this Agreement, (ii) information which has come to a party from a lawful source not bound to maintain the confidentiality of such information, other than from any other party or an affiliate or representative of that party, (iii) information which is independently developed without the use of confidential information, (iv) disclosures which are required by law, regulatory authority, regulation or legal process or are made to any regulatory agency in the normal course of an examination, audit or investigation involving such party, or (v) disclosure as reasonably necessary in the course of business to third parties subject to a duty to maintain the confidentiality of the information. Notwithstanding the foregoing, the Sub-Adviser may disclose information it receives from or on behalf of the Trust or the Adviser to officers and employees of the Sub-Adviser or any of its affiliates in the course of providing the services under this Agreement and the Sub-Adviser may disclose the Trusts TIN information to third parties as required to perform the Sub-Advisers services under this Agreement. 6. Services Not Exclusive(a) Nothing in this Agreement shall prevent the Sub-Adviser or any officer, employee or other affiliate thereof from acting as investment adviser for any other person, firm or corporation, or from engaging in any other lawful activity, and shall not in any way limit or restrict the Sub-Adviser or any of its officers, employees or agents from buying, selling or trading any securities for its or their own accounts or for the accounts of others for whom it or they may be acting; provided, however, that the Sub-Adviser will undertake no activities which, in its judgment, will adversely affect the performance of its obligations under this Agreement.(b) The Sub Adviser currently manages, and may in the future manage, other investment accounts and funds, including those with investment objectives similar to the Trust. Securities considered as investments for the Trust may also be appropriate for other investment accounts and funds that may be managed by the Sub-Adviser. Subject to applicable laws and regulations, the Sub-Adviser will attempt to allocate equitably portfolio transactions among the portfolios of its other investment accounts and funds purchasing securities whenever decisions are made to purchase or sell securities by the Trust and one or more of such other accounts or funds over time. In making such allocations, the main factors to be considered by the Sub-Adviser will be the respective investment objectives of the Trust and such other accounts and funds, the relative size of portfolio holdings of the same or comparable securities, the availability of cash for investment by the Trust and such other accounts and funds, the size of investment commitments generally B-6held by the Trust and such accounts and funds, and the opinions of the persons responsible for recommending investments to the Trust and such other accounts and funds. 7. Books and Records(a) The Sub-Adviser undertakes and agrees to maintain or cause others to maintain, in the form and for the period required by Rule 31a-2 under the 1940 Act, all records relating to the Trusts investments that are required to be maintained by the Trust pursuant to the 1940 Act with respect to the Sub-Advisers responsibilities under this Agreement for the Trust, and which are not otherwise maintained by the administrator, fund accounting agent, custodian or other service providers to the Trust.(b) In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which it maintains for the Trust are the property of the Trust and further agrees to surrender promptly to the Trust any such records upon the Trusts request, except for any software or other intellectual property that is proprietary to, or owned or licensed by, the Sub-Adviser or any of its affiliates, which shall remain the property of the Sub-Adviser. Notwithstanding the foregoing, the Sub-Adviser shall retain those original records or copies of records in order to comply with the Advisers Act record keeping requirement, applicable law and its own internal policies.(c) Each of the Adviser and the Trust shall own, have custody of and maintain its general corporate accounts and records. At reasonable times and upon reasonable notice, the Trust shall provide the Sub-Adviser with access to all books, records, accounts, facilities, and personnel necessary or appropriate for the performance of the Sub-Advisers obligations under this Agreement. 8. CustodyNothing in this Agreement will require the Sub-Adviser to take or receive physical possession of cash, securities, or other investments of the Trust. The Trust shall select, engage and maintain at the Trusts expense one or more custodians meeting the requirements of Section 17(f) of the 1940 Act and the rules, regulations and interpretations thereunder (each a Custodian) to serve as Custodian(s) of the Trust assets. The Adviser shall provide the Sub-Adviser, in writing, the identity of each Custodian, any change in a Custodian and all other information regarding the Custodian(s) required for the Sub-Adviser to carry out its duties under this Agreement. The Adviser shall notify each Custodian of the appointment of the Sub-Adviser and of the authority of the Sub-Adviser to effect investments with respect to the Trust assets. All transactions authorized by this Agreement are made by payment to or delivery by the Custodian(s). The Sub-Adviser shall have no rights or responsibilities, including to direct payment or move cash or assets of the Trust, that would be defined as taking custody under the Advisers Act. In connection with the Trusts custody agreement(s), the Adviser and the Trust will ensure that no such rights are given to the Sub-Adviser. The Trust and the Adviser will ensure that the Sub-Adviser may use the Depositary Trust Companys Institutional Delivery System for trade confirmation and settlement. B-79. Expenses(a) During the term of this Agreement, the Sub-Adviser will bear all costs and expenses of its employees and any overhead incurred in connection with its duties hereunder, except as provided pursuant to paragraph (d) of this Section 9, and shall bear the costs of any salaries or trustees fees of any officers or trustees of the Trust who are affiliated persons (as defined in the 1940 Act) of the Sub-Adviser.(b) The Sub-Adviser shall not be responsible for any expenses of the Adviser or the Trust not specifically set forth in this Section 9 or otherwise in any written agreement between the Sub-Adviser and the Trust or the Adviser, as the case may be.(c) The Trust will bear all other costs, fees and expenses of its operations and transactions, including those relating to: (1) organization; (2) calculation of the Trusts net asset value (including the cost and expenses of any independent valuation firm, agent or other provider); (3) expenses payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for the Trust and in monitoring the Trusts investments; (4) interest payable on indebtedness and dividends and distributions on preferred shares, as applicable, if any, incurred to finance the Trusts investments; (5) offerings of the Trusts common shares and other securities (including, all fees, costs and expenses related thereto); (6) fees payable to third parties, including agents, legal counsel, consultants or other advisors, relating to, or associated with, evaluating and making investments; (7) administrator, transfer agent and custodian fees; (8) federal and state registration fees; (9) all costs of registration and listing the Trusts shares on any securities exchange; (10) federal, state and local taxes; (11) independent trustees fees and expenses; (12) costs of preparing and filing reports or other documents required by governmental bodies (including the SEC), including printing costs; (13) costs of any reports, proxy statements or other notices to shareholders, including printing costs; (14) insurance premiums for fidelity bond and other insurance coverage, including the Trusts allocable portion of the fidelity bond, trustees and officers errors and omissions liability insurance, including independent trustees liability insurance, and any other insurance premium; (15) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; (16) brokerage commissions, assignment fees and other costs in connection with the purchase, holding or sale of securities and other investment instruments (including, without limitation, security settlement costs; (17) expenses incidental to holding meetings of the Trusts shareholders, including proxy solicitations therefor; provided, however, that the Trust will not bear such expenses with respect to any meeting of the Trusts shareholders held for the purpose of seeking approval of a new investment sub-advisory agreement in connection with a change of control of the Sub-Adviser; (18) unusual, non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust is a party and legal obligations that the Trust may have to indemnify the Trusts directors, officers and/or employees or agents with respect to these actions, suits or proceedings; and (19) all other expenses incurred by the Trust in connection with administering the Trusts business.B-810. Compensation of the Sub-Adviser(a) The Trust agrees to pay to the Sub-Adviser, and the Sub-Adviser agrees to accept as full compensation for all services rendered by the Sub-Adviser under this Agreement, a monthly fee in arrears in an amount equal to the specified percentage of the advisory fee payable to the Adviser from the Trust (the Sub-Advisory Fee):Average Daily Managed AssetsSub-Adviser Percentage of Management Fees / (Fee Rate)Type of Fee SplitFirst $175 million55% / (0.44%)AbsoluteGreater than $175 million and up to $25050% / (0.40%)BlendedOver $250 million*50% / (0.40%)Absolute* If the Trusts Daily Managed Assets exceed $250 million for a period of more than 10 consecutive trading days, the Trusts management fee split will be reset to 50% to the Sub-Adviser and 50% to the Adviser on an Absolute Fee Split basis.(b) For any period less than a month during which this Agreement is in effect, the fee shall be prorated according to the proportion which such period bears to a full month of 28, 29, 30 or 31 days, as the case may be.(c) Blended Fee Split means the total sub-advisory fees paid to the Sub-Adviser will be a result of different sub-advisory fee rates assessed to different asset levels. By way of example, in a theoretical scenario in which the Trust has Managed Assets of $200 million, the resulting Sub-Advisory Fees for the Sub-Adviser will be equal to (0.44% x $175 million) + (0.40% x $25 million), with a Blended Fee Split of 0.431%.(d) Absolute Fee Split means the total sub-advisory fees paid to the Sub-Adviser will be a result of the applicable fee rate multiplied by all of the Trusts Managed Assets.(e) Managed Assets means the total assets of the Trust, including the assets attributable to the proceeds from financial leverage (including through the issuance of preferred shares or the issuance of senior securities representing indebtedness), minus liabilities, other than liabilities related to any financial leverage.(f) For purposes of this Agreement, the total assets of the Trust shall be calculated pursuant to the procedures adopted by resolutions of the Trusts Board of Trustees for calculating the value of the Trusts assets.(g) The Sub-Adviser may elect from time to time, in its sole discretion, to waive its right to receipt of all or a portion of the Sub-Advisory Fee.11. Representations and Warranties(a) The Trust represents and covenants to the Sub-Adviser as follows:(i) The Trust is duly organized and validly existing under the laws of the State of Delaware with the power to own and possess its assets.B-9(ii) The execution, delivery and performance by the Trust of this Agreement are within the Trusts powers and have been duly authorized by all necessary actions of the Board of Trustees, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (1) any provision of applicable law, rule or regulation, (2) the Trusts governing instruments, or (3) any agreement, judgment, injunction, order, decree or other instruments binding upon the Trust.(iii) The Trust is, or will be prior to commencing operations, registered as a closed-end management investment company under the 1940 Act and the Trusts shares are, or will be prior to commencing operations, registered under the Securities Act of 1933, as amended, and under any applicable state securities laws, or exempt from such registration.(iv) Prior to the Sub-Adviser commencing services under this Agreement, the Trust will have legal title to the assets in the Trust and no restrictions shall exist as to the ownership or transfer of such assets unless specifically set forth in this Agreement.(b) The Adviser represents and covenants to the Sub-Adviser as follows:(i) The Adviser is duly organized and validly existing under the laws of the State of Delaware.(ii) The execution, delivery and performance by the Adviser of this Agreement are within the Advisers powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance of this Agreement by the parties to this Agreement, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (1) any provision of applicable law, rule or regulation, (2) the Advisers governing instruments, or (3) any agreement, judgment, injunction, order, decree or other instruments binding upon the Adviser.(iii) This Agreement constitutes a valid and binding obligation of the Adviser, enforceable against the Adviser in accordance with its terms, except to the extent such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, or similar laws affecting the rights of creditors generally and by general equity principles.(iv) The Adviser is not prohibited by the 1940 Act or B-10the Advisers Act from serving as investment adviser to the Trust.(v) The Adviser hereby acknowledges receipt of Sub-Advisers Form ADV, Part 2 before, or at the time of, signing this Agreement.(c) The Sub-Adviser represents and covenants to the Adviser and the Trust as follows:(i) The Sub-Adviser is duly organized and validly existing under the laws of the State of Wisconsin.(ii) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Advisers powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance of this Agreement by the parties to this Agreement, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (1) any provision of applicable law, rule or regulation, (2) the Sub-Advisers governing instruments, or (3) any agreement, judgment, injunction, order, decree or other instruments binding upon the Sub-Adviser.(iii) This Agreement constitutes a valid and binding obligation of the Sub-Adviser, enforceable against the Sub-Adviser in accordance with its terms, except to the extent such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, or similar laws affecting the rights of creditors generally and by general equity principles.(iv) The Sub-Adviser is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement.12. Certain InformationThe Adviser shall promptly notify the Sub-Adviser, and the Sub-Adviser shall promptly notify the Trust and the Adviser in writing of the occurrence of any of the following events:(a) such party failing to be registered as an investment adviser under the Advisers Act;(b) such party having been served or otherwise have notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Trust;(c) the occurrence of any change in control of such party or any parent of such party within the meaning of the 1940 Act; or B-11(d) the occurrence of any material adverse change in the business or financial position of such party. 13. Limitation on LiabilityThe Sub-Adviser will not be liable for any error of judgment or mistake of law or for any loss suffered by Sub-Adviser, the Adviser or by the Trust in connection with the performance of this Agreement, except a loss resulting from a breach of a fiduciary duty with respect to the receipt of compensation for services or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder). Nothing herein shall constitute a waiver or restriction of any partys rights under applicable federal or state securities laws.14. IndemnificationThe Trust shall indemnify, defend and protect the Sub-Adviser, its members and their respective officers, managers, partners, parent, corporate group affiliates, agents, employees, controlling persons, members, and any other person affiliated with any of them (collectively, the Indemnified Parties) (each of whom shall be deemed a third party beneficiary hereof) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Trust or its security holders) arising out of or otherwise based upon the performance of any of the Sub-Advisers duties or obligations under this Agreement or otherwise as an investment adviser of the Trust. Notwithstanding the foregoing provisions of this Section 14 to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Trust or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of any Indemnified Partys duties or by reason of the reckless disregard of the Sub-Advisers duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder).15. Duration and Termination(a) This Agreement shall become effective as of the Effective Date and, unless sooner terminated with respect to the Trust as provided herein, shall continue in effect for a period of two years. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Trust for successive periods of 12 months, provided such continuance is specifically approved at least annually by both:(i) the vote of a majority of the Trusts Board of Trustees or the vote of a majority of the outstanding voting securities of the Trust at the time outstanding and entitled to vote, and B-12(ii) the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. (b) Notwithstanding the foregoing, this Agreement may be terminated by (i) the Adviser or the Trust at any time, without the payment of any penalty, upon giving the Sub-Adviser 60 days notice (which notice may be waived by the Sub-Adviser), provided that such termination by the Trust shall be directed or approved by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Trust at the time outstanding and entitled to vote, or (ii) the Sub-Adviser on 60 days written notice to the Trust and the Adviser (which notice may be waived by the Trust or the Adviser on behalf of both the Trust and the Adviser). (c) This Agreement will immediately terminate in the event of its assignment and will immediately terminate upon any termination of the Investment Advisory Agreement between the Trust and the Adviser.(d) As used in this Agreement, the terms majority of the outstanding voting securities, interested person and assignment shall have the same meanings of such terms in the 1940 Act.(e) The terms of Sections 5, 7, 10, 13, 14, 18, 19 and 20 of this Agreement shall survive the termination of this Agreement.16. NoticesAny notice under this Agreement shall be in writing to the other parties and shall be considered as properly given or made if (a) sent by overnight delivery by a nationally recognized air courier service, (b) sent by electronic mail with no receipt of error in the delivery, or (c) mailed by registered or certified mail, return receipt requested, and if addressed to the respective address listed below:If to Adviser, to: XA Investments, LLC 321 North Clark Street #2430 Chicago, IL 60654 Attention: General CounselIf to the Trust, to:Madison Covered Call & Equity Strategy Fund 321 North Clark Street #2430 Chicago, IL 60654 Attention: Chief Executive OfficerIf to Sub-Adviser, to:Madison Investment Holdings, Inc. 550 Science Drive Madison, WI 53711 Attention: Steven A. Carlor at such address as the other party may designate from time to time for the receipt of such notice and shall be deemed effective on receipt.17. Amendment of this AgreementNo provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. Any amendment of this Agreement shall be subject to the 1940 Act.B-1318. Governing LawThis Agreement shall be governed by and construed in accordance with the laws of the State of Delaware for contracts to be performed entirely therein without reference to choice of law principles thereof and in accordance with the applicable provisions of the 1940 Act. WAIVER OF JURY TRIAL AND PUNITIVE DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND ANY RIGHT TO SEEK PUNITIVE OR CONSEQUENTIAL DAMAGES.19. Use of the NameThe Sub-Adviser has consented to the use by the Trust of the name or identifying word Madison in the name of the Trust. Such consent is conditioned upon the employment of the Sub-Adviser as the investment sub-adviser to the Trust. The name or identifying word Madison may be used from time to time solely in connection with the Sub-Advisers services under this Agreement. The Sub-Adviser may require the Trust to cease using Madison in the name of the Trust, if the Trust ceases to employ, for any reason, the Sub-Adviser, any successor thereto or any affiliate thereof as investment sub-adviser of the Trust. If so required by the Sub-Adviser, the Trust will cease using Madison in its name as promptly as practicable and make all reasonable efforts to remove Madison from its name.20. Miscellaneous(a) The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.(b) If any provision of this Agreement is invalid, illegal, or unenforceable under applicable law of mandatory application, the validity, legality, and enforceability of that provision or condition in other instances and of the remaining provisions and conditions are not in any way affected thereby. (c) Nothing contained in this Agreement will be deemed to require the Trust to take any action contrary to the Trusts Amended and Restated Agreement and Declaration of Trust or By-laws, as they may be amended and/or restated from time to time, with notice to the Sub-Adviser, or any applicable statute or regulation, or to relieve or deprive the Board of Trustees of its responsibility for and control of the conduct of the affairs of the Trust. (d) This Agreement shall be binding on, and shall inure to the benefit of the parties hereto and their respective successors.(e) This Agreement may be executed in counterparts by the parties hereto, each of which when executed is deemed to be an original and all of which together are deemed to be one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.B-14(f) This Agreement constitutes the entire understanding and agreement, and supersedes any and all other proposals, understandings, and agreements among the parties with respect to the subject matter hereof.IN WITNESS WHEREOF, the parties hereto have caused the foregoing instrument to be executed by their duly authorized officers, all as of the day and the year first above written.MADISON COVERED CALL & EQUITY STRATEGY FUNDBy: Name: Title: XA INVESTMENTS LLCBy: Name: Title: MADISON ASSET MANAGEMENT, LLCBy: Name: Title: B-15EXHIBIT COTHER FUNDS WITH SIMILAR INVESTMENT OBJECTIVESMadison. The table below provides information regarding other registered investment companies managed by Madison which have a similar investment objective as the Fund.Name of Other FundOther Funds Investment ObjectiveAdvisers Management FeeNet Assets as of December 31, 2023Has Adviser Agreed to Waive or Reduce its Management Fee under any Applicable Contract?Madison Covered Call & Equity Income FundSeeks to provide consistent total return and, secondarily, to provide a high level of income and gains from option premiums.0.85%$261,020,326NoMadison Covered Call ETFSeeks to provide consistent total return and secondarily, to produce a high level of income and gains.0.90%1$82,690,175No1 Pursuant to an investment advisory agreement between Madison and the Madison ETFs Trust, on behalf of each series thereof (each, a Series), each Series has agreed to pay an annual unitary management fee to Madison. This unitary management fee is designed to pay each Series expenses and to compensate Madison for the services it provides to each Series. Out of the unitary management fee, Madison pays substantially all expenses of each Series, including the cost of investment management services, transfer agency, custody, fund administration, legal, audit and other service and license fees. The unitary fee does not cover, and therefore, each Series pays directly, interest, taxes, brokerage commissions, acquired fund fees and expenses and other expenses connected with the execution of portfolio transactions, distribution, and service fees payable pursuant to a Rule 12b-1 plan, if any, and extraordinary expenses.XAI. XAI does not manage other registered investment companies which have a similar investment objective as the Fund.C-1THIS PAGE INTENTIONALLY LEFT BLANKEVERY VOTE IS IMPORTANTMADISON COVERED CALL & EQUITY STRATEGY FUNDPO Box 43131Providence, RI 02940-3131VOTING OPTION:VOTE ON THE INTERNETLog on to:www.proxy-direct.comor scan the QR codeFollow the on-screen instructionsavailable 24 hoursVOTE BY PHONECall 1-800-337-3503Follow the recorded instructionsavailable 24 hoursVOTE BY MAILVote, sign and date this Proxy Card and return in the postage-paid envelopePlease detach at perforation before mailing.PROXYMADISON COVERED CALL & EQUITY STRATEGY FUNDSPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 15, 2024THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES. Greg D. Hoppe and Kyle Schalow (the Proxyholders), or any of them, each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Special Meeting of shareholders of the Madison Covered Call & Equity Strategy Fund (the "Fund"), to be held on Tuesday, October 15, 2024 at 9:00 a.m., local time at the offices of Madison Asset Management, LLC, 550 Science Drive, Madison, Wisconsin 53711, and any adjournments or postponements thereof.Shares represented by this proxy card when properly executed will be voted in the manner directed herein by the shareholder, and in the discretion of such proxies, upon any and all other matters as may properly come before the Special Meeting or any adjournment or postponement thereof. If no direction is made, on a properly executed card, this proxy will be voted "FOR" the proposals. If any of the Trustee nominees for any reason are unable or unwilling to serve, the Proxyholders will vote for the election of such other person as they may consider qualified. The shareholder hereby acknowledges receipt of this Notice of Special Meeting and Proxy Statement for the Special Meeting to be held on October 15, 2024.VOTE VIA THE INTERNET: www.proxy-direct.comVOTE VIA THE TELEPHONE: 1-800-337-3503MCC__34064_062724PLEASE MARK, SIGN, AND DATE ON THE REVERSE SIDE AND RETURN THE PROXY CARD USING THE ENCLOSED ENVELOPE.xxxxxxxxxxxxxx codeEVERY SHAREHOLDERS VOTE IS IMPORTANTImportant Notice Regarding the Availability of Proxy Materials for theSpecial Meeting to Be Held on October 15, 2024.The Proxy Statement for this meeting is available at:https://www.madisonfunds.com/MCNproxyPlease detach at perforation before mailing. TO VOTE, MARK BOXES BELOW IN BLUE OR BLACK AS SHOWN IN THIS EXAMPLE: xA.Proposals. THE BOARD RECOMMENDS YOU VOTE FOR THE FOLLOWING PROPOSALS: FOR AGAINST ABSTAIN 1. To approve a new investment advisory agreement between the Fund and XA Investments, LLC. FOR AGAINST ABSTAIN2. To approve a new investment subadvisory agreement among the Fund, Madison Asset Management, LLC and XA Investments, LLC. 3. To approve the election of five trustees to the Board of Trustees. FOR WITHHOLD01. Danielle Cupps* 02. Gregory Dingens** 03. Philip Franklin** 04. Scott Craven Jones*** 05. William Meyers*** *Class I Trustee to serve until the Funds 2027 Annual Meeting of Shareholders or until her successor shall have been elected and qualified.**Class II Trustee to serve until the Funds 2025 Annual Meeting of Shareholders or until his successor shall have been elected and qualified.***Class III Trustee to serve until the Funds 2026 Annual Meeting of Shareholders or until his successor shall have been elected and qualified.B. Authorized Signatures This section must be completed for your vote to be counted. Sign and Date Below.Note: Please sign exactly as your name(s) appear(s) on this proxy card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature.Date (mm/dd/yyyy) Please print date belowSignature 1 Please keep signature within the boxSignature 2 Please keep signature within the boxScanner bar code xxxxxxxxxxxxxx MCC 34064 xxxxxxxx Ovation Leadership (management consulting), Milwaukee, WI, Owner/President, 2001 Present.Madison Funds (15 open end funds) and Ultra Series Fund (14 open end funds), 2005 Present; Madison ETFs (4 open end funds), June 2023 PresentInterested TrusteesJill M. Friedow(2)1964Class II Trustee, since 2023; current term ends 2027Vice President, 2023 PresentMadison Investment Holdings, Inc. (MIH), Madison Investment Advisors, LLC (MIA) and Madison Asset Management, LLC (Madison), Chief Technology Officer & Director of Operations, 2019-Present; Vice President & Director of Operations, 2010 - 2019; Vice President & Operations Manager, 2003-2010; Operations Manager, 1999-2003.30Madison Funds (15 open end funds) and Ultra Series Fund (14 open end funds), 2023 Present.(1) The term Madison Fund Complex refers to (i) the Madison Funds with 15 portfolios, (ii) the Ultra Series Fund with 14 portfolios, (iii) the Madison ETFs Trust with 4 active portfolios, and (iv) the Fund.(2) Ms. Friedow is an interested person of the Fund because of her position with Madison.For the Funds last fiscal year, the Current Board met five times. Each member of the Current Board attended 100% of the board meetings and the meetings of the board committees on which the trustee served during such period. Shareholders wishing to communicate with the Current Board or individual trustees should send such correspondence to the offices of Madison, 28550 Science Drive, Madison, Wisconsin 53711, c/o MCN, Secretary. Shareholder communications will be sent directly to the applicable board member(s). The Fund currently does not have a policy with respect to board members attendance at shareholder meetings.Current Executive Officers of the FundThe following table sets forth information concerning the current executive officers of the Fund, each of whom is expected to resign following the Closing of the Transaction, as the New Board is expected to appoint executive officers from the XAI organization and/or service providers to XAI. Jill Friedow is a Vice President of the Fund, and her biographical information is provided under the heading Information about the Current Board of Trustees, above. The mailing address for each current executive officer is 550 Science Drive, Madison, Wisconsin 53711.Name and Year of BirthPosition(s) Held with FundTerm of Office and Length of Time ServedPrincipal Occupation(s) During Past Five YearsPatrick F. Ryan1979PresidentSince March 2020Madison and MIA, Head of Multi-Asset Solutions and Portfolio Manager, 2018 Present; Madison Funds and Ultra Series Fund, President, March 2020 - Present; Madison ETFs, President, June 2023 PresentSteve J. Fredricks1970Chief Compliance Officer and Assistant SecretarySince 2018Madison and MIA, Chief Legal Officer, March 2020 Present and Chief Compliance Officer, 2018 Present; Madison Funds and Ultra Series Fund, Chief Compliance Officer and Assistant Secretary, 2018 - Present; Madison ETFs, Compliance Officer and Assistant Secretary, June 2023 Present; Jackson National Asset Management, LLC, Senior Vice President and Chief Compliance Officer, 2005 2018Greg D. Hoppe1969Vice President;Chief Financial OfficerSince March 2020; Since 2019MIH and MIA, Vice President, 1999 - Present; Madison, Vice President, 2009 Present; Madison Funds and Ultra Series Fund, Chief Financial Officer, 2019 - Present; Madison ETFs, Chief Financial Officer and Treasurer, June 2023 Present29Name and Year of BirthPosition(s) Held with FundTerm of Office and Length of Time ServedPrincipal Occupation(s) During Past Five YearsKyle Schalow1995Assistant TreasurerSince July 2024Madison and MIA, Senior Accountant, 2022 - Present; Madison Funds, Ultra Series Fund and Madison ETFs Trust, Assistant Treasurer, July 2024 PresentBaker Tilly US LLP, Senior Accountant, 2018 2022Terri Wilhelm1968Secretary;Assistant SecretarySince July 2024; from 2022 - June 2024Madison and MIA, Senior Compliance Analyst, September 2022 Present; Madison Funds and Ultra Series Fund, Secretary, July 2024 - Present and Assistant Secretary 2022 June 2024; Madison ETFs, Secretary July 2024 - Present and Assistant Secretary, June 2023 July 2024;State of Wisconsin Investment Board, Senior Paralegal, 2017 2022Brandon Redwing1979Assistant Secretary andAnti-Money Laundering OfficerSince July 2024Madison and MIA, Mutual Fund Operations Manager, April 2024 - Present; Madison Funds, Ultra Series Fund and Madison ETFs Trust, Assistant Secretary and Anti-Money Laundering Officer, July 2024 Present. SS&C Technologies, Client Relationship Manager 2020 March 2024Current Board Committees, Leadership Structure and Risk Oversight Committees. The Current Board has determined that the efficient conduct of the trustees affairs makes it desirable to delegate responsibility for certain specific matters to committees of the Current Board. The committees meet as often as necessary, either in conjunction with regular meetings of the trustees or otherwise. The Current Board currently has two standing committees: the Audit Committee and the Nominating and Governance Committee.Audit Committee. The Current Board has an Audit Committee which is comprised of Richard E. Struthers (Chair), Steven P. Riege and Scott C. Jones. In addition to being independent trustees, as defined under the 1940 Act, each of these trustees also meets the additional independence requirements set forth in the NYSE Listed Company rules. The Audit Committee is charged with selecting an independent registered public accounting firm for the Fund and reviewing accounting matters with the Funds independent registered public accounting firm. The Audit Committee 30of the Current Board met four times during the last fiscal year. The Audit Committee presents the following report:The Audit Committee: (i) reviewed and discussed with management of the Fund the audited financial statements of the Fund for the fiscal year ended December 31, 2023; (ii) discussed with the Funds independent registered public accounting firm the matters required to be discussed under Public Company Accounting Oversight Board ("PCAOB") Auditing Standard No. 16, Communications with Audit Committee and all other communications required by other PCAOB Standards or Rules; and (iii) received the written disclosures and the letter from the Funds independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent accountants communications with the Audit Committee concerning the independence of the Funds independent registered public accounting firm. Based on these reviews and discussions, the Audit Committee recommended to the Current Board that the financial statements be included in the Funds Annual Report for the fiscal year ended December 31, 2023 and filed with the SEC.The Audit Committee is governed by a written charter, the most recent version of which was approved by the Current Board on May 23, 2024 (the Audit Committee Charter). In accordance with proxy rules promulgated by the SEC, the Funds Audit Committee Charter is required to be filed at least once every three years as an exhibit to the Funds proxy statement, and was last filed in 2022 as Attachment A to the Funds proxy statement. It is also available on the Funds website at www.madisonfunds.com. You may request a hard copy of the Audit Committee Charter to be mailed to you by calling the Fund toll-free at 1-800-767-0300.Nominating & Governance Committee. The Current Board has a Nominating & Governance Committee which is comprised of Steven P. Riege (Chair), Richard E. Struthers and Scott C. Jones. In addition to being independent trustees, as defined under the 1940 Act, each of these trustees also meets the additional independence requirements set forth in the NYSE Listed Company rules. The Nominating & Governance Committee of the Current Board met four times during the last fiscal year.The Nominating & Governance Committee is governed by a written charter, the most recent version of which was approved by the Current Board on February 22, 2024 (the Nominating & Governance Committee Charter). In accordance with proxy rules promulgated by the SEC, the Funds Nominating & Governance Committee Charter is required to be filed at least once every three years as an exhibit to the Funds proxy statement, and was last filed in 2022 as Attachment B to the Funds proxy statement. It is also available on the Funds website at www.madisonfunds.com. You may request a hard copy of the Nominating & Governance Committee Charter to be mailed to you by calling the Fund toll-free at 1-800-767-0300.As part of its duties, the Nominating & Governance Committee makes recommendations to the full Current Board with respect to candidates for the board. The Nominating & Governance Committee also will consider 31trustee candidates recommended by shareholders. In considering candidates submitted by shareholders, the Nominating & Governance Committee will take into consideration the needs of the board and the qualifications of the candidate. To have a candidate considered by the Nominating & Governance Committee, a shareholder must submit the recommendation in writing and must include the information required by the Procedures for Shareholders to Submit Nominee Candidates, which are set forth in Appendix A to the Nominating & Governance Committee Charter. The shareholder recommendation must be sent to the Funds Secretary, c/o Madison Asset Management, LLC, 550 Science Drive, Madison, Wisconsin 53711.Leadership Structure. The Current Board is relatively small and operates in a collegial atmosphere. Although no member is formally charged with acting as Chair, Mr. Ryan, the President of the Fund, acts as the Chairperson of board meetings. All Current Board members are expected to provide their input into establishing the boards meeting agenda. Likewise, each Current Board meeting contains a standing agenda item for any board member to raise new or additional items he or she believes is important in connection with Fund governance. The Current Board has charged Mr. Riege with acting as the lead independent trustee for purposes of communicating with Madison, the Funds Chief Compliance Officer, counsel to the independent trustees and Fund counsel on matters relating to the Current Board as a whole. The independent trustees often meet in executive session without representatives of Madison present (including meetings with counsel, the Chief Compliance Officer, and the Funds independent public accounting firm).Current Boards Role in Risk Oversight. Madison is responsible for the overall risk management of the Fund, which includes supervising its affiliated and third-party service providers and identifying and mitigating possible events that could adversely impact the Funds business, operations or performance. Risks to the Fund include investment, legal, compliance and regulatory risks, as well as the risk of operational failure or lack of business continuity. The Current Board oversees risk management of the Funds investment programs through the Audit Committee and through oversight by the Current Board itself. The Chief Compliance Officer of the Fund, who reports directly to the independent trustees, provides the Current Board with quarterly updates and a comprehensive annual report regarding the processes and controls in place to address regulatory, compliance, legal and operational risk. The Current Board exercises its oversight in conjunction with Madison, the Funds Chief Compliance Officer, Fund counsel and counsel to the independent trustees by requesting reports and presentations at regular intervals throughout the year. Additionally, the Audit Committee receives periodic reports from the Funds independent accountants. The Current Boards committee structure requires an independent trustee to serve as chair of the Nominating & Governance Committee and the Audit Committee. The Current Board receives regular written reports describing and analyzing the investment performance of the Fund. In addition, the portfolio managers of the Fund meet with the Current Board periodically to discuss portfolio performance and answer the Boards questions with respect to portfolio strategies and risks. The Current Board also receives regular written reports from the Funds Chief Financial Officer that enable the Board to monitor the number of fair valued securities in the Funds portfolio, the reasons for the fair valuation and the methodology used to arrive at the fair value. Such reports 32also include information concerning illiquid securities within the Funds portfolio. The Current Board and/or the Audit Committee may also review valuation procedures and pricing results with the Funds independent auditors in connection with the review of the results of the audit of the Funds year-end financial statements. The Current Board also receives regular compliance reports prepared by the compliance staff of Madison, and meets regularly with the Funds Chief Compliance Officer to discuss compliance issues, including compliance risks. As required under applicable rules, the independent trustees meet regularly in executive session with the Funds Chief Compliance Officer. The Current Board also adopts compliance policies and procedures for the Fund and approves such procedures as appropriate for certain of the Funds service providers. The compliance policies and procedures are specifically designed to detect and prevent violations of the federal securities laws.The Current Board recognizes that it is not possible to identify all of the risks that may affect the Fund or to develop processes and controls to eliminate or mitigate their occurrence or effects. The Current Board periodically reviews the effectiveness of its oversight of the Fund and the processes and controls in place to limit identified risks. The Current Board may, at any time and in its discretion, change the manner in which it conducts its risk oversight role.Given the small size of the Current Board, its committee structure, the openness of Current Board meetings to active input by all Current Board members, its utilization of executive sessions, the role of the lead independent trustee and the Current Boards quarterly focus on compliance and risk management, the Current Board has determined that its current leadership structure is appropriate for the protection of Fund investors.New Board Proposed Committees, Leadership Structure and Risk Oversight Committees. It is expected that the New Board will establish two standing committees, an Audit Committee and a Governance Committee. The committees are expected to meet as often as necessary, either in conjunction with regular meetings of the trustees or otherwise.Audit Committee. The Audit Committee will be generally responsible for reviewing and evaluating issues related to the accounting and financial reporting policies and internal controls of the Fund and, as appropriate, the internal controls of certain service providers, overseeing the quality and objectivity of the Funds financial statements and the audit thereof and acting as a liaison between the New Board and the Funds independent registered public accounting firm. It is expected that the Audit Committee will be composed entirely of independent trustees. The Audit Committee will be governed by a written Audit Committee Charter, which will be approved by the New Board at its first meeting. Once approved, a copy of the Audit Committee Charter will be available on the Funds website at www.xainvestments.com.Governance Committee. The Governance Committee will be responsible for recommending qualified candidates to the New Board in the event that a position is vacated or created. In considering trustee nominee candidates, the Governance Committee will take into account a wide variety of factors, including the overall diversity of the New Boards composition. It is expected that the Governance Committee will be composed entirely of 33independent trustees. It is anticipated that the Governance Committee will consider recommendations by shareholders if a vacancy were to exist. In considering candidates recommended to the Governance Committee by shareholders, the Governance Committee will take into consideration the needs of the New Board and the qualifications of the candidate. The Governance Committee may also take into consideration the number of shares held by the recommending shareholder and the length of time that such shares have been held. In order to be considered, following the Closing Date, such recommendations should be forwarded to the Secretary of the Fund, c/o XA Investments LLC, 321 North Clark Street, Suite 2430, Chicago, Illinois 60654. The Governance Committee will be governed by a written Governance Committee Charter, which will be approved by the New Board at its first meeting. Once approved, a copy of the Governance Committee Charter will be available on the Funds website at www.xainvestments.com.Leadership Structure. The primary responsibility of the New Board will be to represent the interests of the Fund and its shareholders, and to provide oversight of the management of the Fund. The New Board will be comprised of five trustees, four of whom (including the chairperson) are independent trustees and one of whom is an interested trustee. Generally, the New Board will act by majority vote of all the trustees, including a majority vote of the independent trustees if required by applicable law.It is proposed that Mr. Dingens will be appointed as the independent chairperson, who will preside at meetings of the New Board and who will be responsible for, among other things, setting the tone of New Board meetings and seeking to encourage open dialogue and independent inquiry among the New Trustees and management. The New Board will meet regularly four times each year to discuss and consider matters concerning the Fund, and also hold special meetings to address matters arising between regular meetings. Regular meetings generally will take place in-person; other meetings may take place in-person or by telephone. The New Board will establish two standing committees (as described above) and will delegate certain responsibilities to those committees, each of which will be comprised solely of independent trustees. The New Board and its committees will meet periodically throughout the year to oversee the Funds activities, review contractual arrangements with service providers, review the Funds financial statements, oversee compliance with regulatory requirements, and review performance. The independent trustees will be represented by independent legal counsel at board and committee meetings and will regularly meet outside the presence of Fund management. The New Board believes that this leadership structure, including an independent chairperson, a supermajority of independent trustees and committee membership limited to independent trustees, is appropriate in light of the characteristics and circumstances of the Fund.New Boards Role in Risk Oversight. The New Board will oversee risk directly and through the committee structure it intends to establish. As described above, the New Board expects to establish an Audit Committee and a Governance Committee to assist in its oversight functions, including its oversight of the risks of the Fund. Each committee will report its activities to the New Board on a regular basis. The New Board intends to adopt and periodically review policies, procedures and controls designed to address different types of risks, including, among others, investment risk, liquidity risk, operational risk, and valuation risk, as well as the overall business risk 34relating to the Fund. The New Board will also oversee the implementation of a variety of processes, procedures and controls by the Fund, XAI, Madison and other service providers to the Fund to address various risks. In addition, as part of the New Boards anticipated periodic review of the Funds service provider agreements, including agreements with XAI and Madison, the New Board may consider risk management aspects of the service providers operations and the functions for which they are responsible.The New Board will appoint a Chief Compliance Officer for the Fund, who will oversee the development of compliance policies and procedures of the Fund that are reasonably designed to minimize the risk of violations of the federal securities laws. The Chief Compliance Officer will report directly to the New Boards independent trustees, and will provide presentations to the New Board at its quarterly meetings and an annual report on the application of the compliance policies. The New Board will discuss relevant risks affecting the Fund with the Chief Compliance Officer at these meetings. The New Board will approve compliance policies and will review the Chief Compliance Officers reports. Further, the New Board will annually review the effectiveness of the compliance policies, as well as the appointment and compensation of the Chief Compliance Officer.The New Board will require officers of the Fund to report to the New Board on a variety of matters at regular and special meetings of the New Board and its committees, as applicable, including matters relating to risk management. The Audit Committee will also receive reports from the Funds independent registered public accounting firm on internal control and financial reporting matters. In addition, the New Board will receive reports from XAI and Madison on the investments and securities trading of the Fund. The New Board will also require XAI and Madison to report to the New Board on other matters relating to risk management on a regular and as-needed basis.Board CompensationThe following table sets forth the compensation paid to each member of the Current Board by the Fund for the Funds fiscal year ended December 31, 2023. In addition, all independent trustees are reimbursed for reasonable travel and out-of-pocket expenses incurred to attend meetings of the Current Board or its committees. The Funds interested trustees and officers receive no compensation from the Fund for performing the duties of their office. 35Trustee NameAggregate Compensationfrom FundTotal Compensation from Fund and Madison Fund Complex(1)Scott C. Jones$12,000$74,000Steven P. Riege(2)$13,000$123,000Richard E. Struthers$12,000$115,000(1) The term Madison Fund Complex refers to (i) the Madison Funds with 15 portfolios, (ii) the Ultra Series Fund with 14 portfolios, (iii) the Madison ETFs Trust with 4 active portfolios, and (iv) the Fund. (2) As lead independent trustee, Mr. Riege receives an additional $8,000 from the Madison Fund Complex, $1,000 of which is allocated to the Fund.Board Transactions with Fund AffiliatesAs of the date hereof, none of the independent trustees on the Current Board, the nominees for independent trustee on the New Board, nor their immediate family members owned beneficially or of record any securities of Madison, XAI, or any of their affiliates. In addition, during the past five years, neither the independent trustees on the Current Board, the nominees for independent trustee on the New Board, nor members of their immediate families, had a direct or indirect interest, the value of which exceeds $120,000, in Madison, XAI, or any of their affiliates. Likewise, since the beginning of the last two completed fiscal years of the Fund, neither the independent trustees on the Current Board, the nominees for independent trustee on the New Board, nor members of their immediate families had a direct or indirect interest in any transaction or series of transactions, the value of which exceeds $120,000 and to which any of the following persons was (or is to be) a party: (i) the Fund, (ii) any officer of the Fund, or (iii) Madison, XAI, or any of their affiliates. Consequences of Shareholders not approving the New BoardIf the New Board is not approved by shareholders, the Fund will abandon all three Proposals, and Madison will continue to serve as the investment adviser of the Fund and the Current Board will continue to oversee the Fund. Recommendation of the Board of TrusteesFor the reasons set forth above, the Current Board recommends that shareholders of the Fund vote FOR each New Trustee.36ADDITIONAL INFORMATIONInformation about the FundThe Fund is a closed-end management investment company organized as a Delaware statutory trust. Madison Asset Management, LLC is the investment adviser to the Fund. Madisons principal office is located at 550 Science Drive, Madison, Wisconsin 53711. In addition to investment management services, under the Existing Advisory Agreement, Madison is also responsible for managing the Funds administrative affairs under an Existing Services Agreement, and in this capacity, oversees State Street Bank and Fund Company (State Street), which currently serves as sub-administrator to the Fund. State Streets address is 801 Pennsylvania Avenue, Kansas City, Missouri 64105. The Funds current custodian is State Street, and its current transfer agent is Computershare, 150 Royall Street, Suite 101, Canton, MA 02021. The Fund does not place any brokerage transactions with any affiliates of Madison. XA Investments LLC is proposed to be the new investment adviser to the Fund as a result of the Transaction, with Madison serving as the subadviser to the Fund. XAIs principal office is located at 321 North Clark Street, Suite 2430, Chicago, Illinois 60654. Information about MadisonMadison Asset Management, LLC was founded in 1974, and is a direct, wholly-owned (100% owned) subsidiary of Madison Investment Holdings (MIH), the ultimate corporate parent of Madison. Both Madisons and MIH's principal office is located at 550 Science Drive, Madison, Wisconsin 53711. As of May 31, 2024, Madison and its affiliates managed approximately $25.7 billion in assets, including open-end mutual funds, separately managed accounts and wrap accounts. Exhibit B contains information with respect to other funds managed by Madison which have a similar investment objective as the Fund. The mailing address of principal officers and directors of MIH is 550 Science Drive, Madison, Wisconsin 53711. Information regarding the principal executive officers and directors of Madison is as follows: NameTitle/Principal OccupationSteven CarlChairman of the Board and Board Member of MIH; (Principal Executive Officer; Chief Distribution Officer)Paul LefurgeyBoard Member of MIH(Retired)Frank BurgessBoard Member of MIH(Retired)Richard EisingerBoard Member of MIH(Head of Equities, Portfolio Manager)Information about XAIXA Investments LLC was founded in 2016 by XMS Capital Partners. XAIs principal office is located at 321 North Clark Street, Suite 2430, Chicago, Illinois 60654. As of May 31, 2024, XAI and its affiliates managed $681 million in assets, including two closed-end funds. XAI also provides investment fund restructuring and consulting services focused on closed-end 37funds. Exhibit B contains information with respect to other funds managed by XAI which have a similar investment objective as the Fund. Information regarding the principal executive officers and directors of XAI is as follows:NameTitleJohn Yogi SpenceCo-Chief Executive OfficerTheodore F. BrombachCo-Chief Executive OfficerKimberly Ann FlynnPresidentBenjamin D. McCullochGeneral Counsel & Managing DirectorKevin B. DavisManaging Director & Head of SalesInformation about Independent Registered Public Accounting FirmFor the fiscal years ended December 31, 2022 and December 31, 2023, and the current fiscal year ending December 31, 2024, Deloitte & Touche LLP (D&T) has been selected as the Funds independent registered public accounting firm by the Audit Committee of the Fund to audit the accounts of the Fund. The Fund does not know of any direct or indirect financial interest of D&T in the Fund. Representatives of D&T will not be in attendance at the Meeting.Audit Fees. The aggregate fees billed to the Fund by D&T for professional services rendered for the audit of the Funds annual financial statements for the Funds fiscal years ended December 31, 2022 and December 31, 2023 were approximately $23,950 and $24,450, respectively.Audit-Related Fees. The aggregate fees billed by D&T and approved by the Audit Committee of the Fund for the Funds fiscal years ended December 31, 2022 and December 31, 2023 for assurance and related services reasonably related to the performance of the audit of the Funds annual financial statements were $0 and $0, respectively. D&T did not perform any other assurance and related services that were required to be approved by the Funds Audit Committee for such periods.Tax Fees. The aggregate fees billed by D&T and approved by the Audit Committee of the Fund for the Funds fiscal years ended December 31, 2022 and December 31, 2023 for professional services rendered for tax compliance, tax advice, and tax planning were approximately $4,652 and $4,799, respectively (such fees relate to tax services provided by D&T in connection with the review of the Funds tax returns). D&T did not perform any other tax compliance or tax planning services or render any tax advice that was required to be approved by the Funds Audit Committee for such periods.All Other Fees. Other than those services described above, D&T did not perform any other services on behalf of the Fund for the Funds fiscal years ended December 31, 2022 and December 31, 2023.Audit Committees Pre-Approval Policies and Procedures. As noted above, the Audit Committee is governed by the Audit Committee Charter, which includes Pre-Approval Policies and Procedures. The Audit Committee of the Fund has (i) pre-approved all audit and non-audit services provided by D&T to the Fund, and (ii) all non-audit services provided by D&T to Madison, or any entity controlling, controlled by, or under common control with Madison that provides ongoing services to the Fund which are related to the operations of the Fund (of which there were none), for the fiscal years ended December 3831, 2022 and December 31, 2023. None of the services described above for the Funds fiscal years ended December 31, 2022 and December 31, 2023 were approved by the Audit Committee pursuant to the pre-approval exception under Rule 2-01(c)(7)(i)(c) of Regulation S-X promulgated by the SEC.Voting InformationGeneral; Record Date. The record holders of the outstanding shares of the Fund as of the close of business on July 22, 2024 (the Record Date) are entitled to vote at the Meeting and any adjournment or postponement thereof. Each shareholder is entitled to one vote per share and a fractional vote with respect to fractional shares. Whether you expect to be personally present at the Meeting or not, we encourage you to vote by proxy. You can do this by phone or the Internet or by completing, dating, signing, and returning the accompanying proxy card using the enclosed postage prepaid envelope. By voting by proxy, your shares will be voted as you instruct. If no choice is indicated, your shares will be voted FOR each Proposal, and in the discretion of the persons named as proxies on such other matters that properly may come before the Meeting.Any shareholder giving a proxy may revoke it at any time before it is exercised at the Meeting by submitting to the Secretary of the Fund a written notice of revocation or a subsequently signed proxy card (i.e., a later-dated proxy), or by attending the Meeting and voting in person. A prior proxy can also be revoked by proxy voting again through the website or toll-free number noted on the enclosed proxy card. Proxy cards and written notices of revocation must be received by the Fund prior to the Meeting. If not so revoked, the shares represented by the proxy will be voted at the Meeting and any postponements or adjournments of the Meeting. Attendance by a shareholder at the Meeting does not by itself revoke a proxy.As of the Record Date, the Fund had 21,087,537 shares issued and outstanding.Solicitation of Proxies and Related Costs. The solicitation of proxies will occur principally by mail. In addition to solicitation by mail, certain officers and representatives of the Fund and officers and employees of Madison (who will receive no extra compensation for their services) and representatives of the Funds proxy solicitor, Computershare, may solicit proxies by telephone, the Internet, facsimile, letter, or other electronic means. If instructions are recorded by telephone, the person soliciting the proxies will use procedures designed to authenticate shareholders identities to allow shareholders to authorize the voting of their shares in accordance with their instructions, and to confirm that a shareholders instructions have been properly recorded.The expenses incurred in connection with preparing the Proxy Statement and its enclosures and all related legal and proxy solicitation expenses will be paid by Madison and/or XAI. These expenses are estimated to be approximately $250,000.Quorum. In order for a vote on any Proposal to be taken at the Meeting, there must exist a quorum of shareholders of the Fund eligible to vote on such Proposal. To have a quorum, the holders of a majority of the shares entitled to vote on each Proposal must be present in person or by proxy at the Meeting. 39For this purpose, whether a quorum exists is determined on a Proposal-by-Proposal basis.Abstentions and Broker Non-Votes. For purposes of determining the presence of a quorum for each Proposal, abstentions and broker non-votes are treated as present. Broker non-votes occur when a nominee holding shares for a beneficial owner does not vote on a Proposal because the nominee does not have discretionary voting powers with respect to that Proposal and has not received instructions from the beneficial owner. Abstentions and broker non-votes have the effect of a vote against Proposals 1 and 2, while abstentions and broker non-votes have no effect on the outcome of Proposal 3. Adjournment. It may become necessary from time to time to adjourn the Meeting in order to allow more time to solicit additional proxies, as necessary, if there are insufficient votes at the time of the Meeting to constitute a quorum or to approve any Proposal. Under the Funds governing documents, any meeting of shareholders, whether or not a quorum is present, may be adjourned from time to time by: (i) the vote of the majority of the shares represented at that meeting, either in person or by proxy; or (ii) in his or her discretion by the chairperson of the meeting. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting. Accordingly, if a quorum is not present at the Meeting with respect to any Proposal, it is expected that the holders of proxies will vote to authorize the adjournment of the Meeting with respect to such Proposal(s) in order to solicit additional proxies. Even if a quorum is present at the Meeting with respect to some or all Proposals, but there are insufficient votes to approve a Proposal, it is also expected that the holders of proxies will vote to authorize the adjournment of the Meeting to solicit additional proxies with respect to such Proposal(s). If the Meeting is adjourned, the adjourned meeting must be held not later than 180 days after the Record Date and may be held without further notice, other than an announcement at the Meeting in accordance with the Funds governing documents and as permitted under Delaware law. Votes Required to Pass the ProposalsProposal 1. In order for the New Advisory Agreement to be approved, it must be approved by the holders of a majority of the outstanding voting securities of the Fund. The term majority of the outstanding voting securities (as defined in the 1940 Act and used in this Proxy Statement) means: the affirmative vote of the lesser of (i) 67% or more of the voting securities of the Fund present at the Meeting if more than 50% of the outstanding voting securities of the Fund are present in person or by proxy, or (ii) more than 50% of the outstanding voting securities of the Fund. Proposal 2. In order for the New Subadvisory Agreement to be approved, it must be approved by the holders of a majority of the outstanding voting securities of the Fund, using the same definition of this term described above regarding Proposal 1. Proposal 3. In order for the New Trustees to be elected, the entire slate of nominees must be approved by the affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote at the Meeting. Votes withheld will have the same effect as a vote against the Proposal.Please note that if you sign, date, and return the proxy card, but do not specify a vote on each Proposal, your shares will be voted in favor of each Proposal, and in the discretion of the proxies named therein with respect to any other 40business that may properly come before the Meeting or any postponements or adjournments thereof. IMPORTANT: Each Proposal must be approved in order for the Fund to move forward with any of the Proposals. If shareholders do not approve one of the Proposals, the Fund will abandon all three Proposals, and Madison will continue to serve as the investment adviser of the Fund and the Current Board will continue to oversee the Fund. No Dissenters RightsShareholders have no rights under applicable law or the Funds Declaration of Trust or Bylaws to exercise dissenters rights of appraisal with respect to any Proposal.Summary of Certain Aspects of Delaware Control Share Acquisition StatuteThe Fund is subject to the control share acquisition statute (the Control Share Statute) contained in Subchapter III of the Delaware Statutory Trust Act (the DSTA), which became automatically applicable to listed closed-end funds, such as the Fund.The Control Share Statute provides for a series of voting power thresholds above which shares are considered control beneficial interests (referred to here as control shares). Once a threshold is reached, an acquirer has no voting rights under the DSTA with respect to shares acquired in excess of that threshold (i.e., the control shares) unless approved by shareholders of the Fund or exempted by the Board. The Control Share Statute provides procedures for an acquirer to request a shareholder meeting for the purpose of considering whether voting rights shall be accorded to control shares.The foregoing is only a summary of certain aspects of the Control Share Statute. Some uncertainty around the application under the 1940 Act of state control share statutes exists as a result of recent federal and state court decisions that have found that certain control share acquisition provisions violate the 1940 Act.Security Ownership of Management, Trustees and Principal ShareholdersAs of the Record Date, to the best of the knowledge of the Fund, no trustee or officer of the Fund beneficially owned 1% or more of the outstanding shares of the Fund, and the trustees and the officers of the Fund, as a group, beneficially owned less than 1% of the outstanding shares of the Fund. The Current Board is not aware of any arrangements, the operation of which may result in a change in control of the Fund. The following table shows the dollar range of the Funds equity securities that are beneficially owned* by each member of the Current Board and the existing officers as of the Record Date. As of the same date, the nominees for New Trustee did not hold any equity securities of the Fund. * Beneficial Ownership is determined in accordance with Section 16a-1(a)(2) of the Exchange Act.41Trustee/Officer NameDollar Range of Beneficially-Owned Securities of the FundAggregate Dollar Range of Beneficially-Owned Securities of the Madison Fund Complex(1)Scott C. JonesNoneOver $100,000Steven P. RiegeNone$10,001 - $50,000Richard E. StruthersNone$10,001 - $50,000Jill M. Friedow$0 - $10,000$50,001 - $100,000Patrick F. RyanNoneOver $100,000Steve J. FredricksNone$50,001 - $100,000Greg D. HoppeNoneOver $100,000Brandon RedwingNone$1 - $10,000Kyle SchalowNoneNoneTerri WilhelmNoneNone(1) The term Madison Fund Complex refers to (i) the Madison Funds with 15 portfolios, (ii) the Ultra Series Fund with 14 portfolios, (iii) the Madison ETFs Trust with 4 active portfolios, and (iv) the Fund.As of the Record Date, to the knowledge of the Fund, no person owned of record or owned beneficially more than 5% of the voting securities of the Fund.Section 16 Beneficial Ownership Reporting ComplianceSection 16(a) of the Exchange Act and Section 30(h) of the 1940 Act require the Funds executive officers and trustees, certain officers of the Funds investment adviser, affiliated persons of the investment adviser, and persons who beneficially own more than 10% of the Funds shares to file certain reports of ownership (Section 16 filings) with the SEC and the NYSE. Based upon the Funds review of the copies of such forms effecting the Section 16 filings received by it, the Fund believes that for Funds fiscal year ended December 31, 2023, all filings applicable to such persons were completed and filed in a timely manner.HouseholdingThe SEC has adopted rules that permit investment companies, such as the Fund, to satisfy delivery requirements for proxy statements with respect to two or more shareholders sharing the same address by delivering a single proxy statement addressed to those shareholders. This process, which is commonly referred to as householding, could result in extra convenience and cost savings for the Fund and its shareholders.If possible, depending on shareholder registration and address information, and unless you have otherwise opted out, only one copy of this Proxy Statement will be sent to shareholders at the same address. However, each shareholder will receive separate proxy cards. If you currently receive multiple copies of proxy statements or shareholder reports and would like to request to receive a single copy of documents in the future, please contact your financial services firm.42Shareholder Proposals for Subsequent MeetingsShareholder proposals intended for inclusion in the Funds proxy statement in connection with the Funds 2025 Annual Meeting of Shareholders pursuant to Rule 14a-8 under the Exchange Act, must be received by the Fund at its principal executive offices by February 12, 2025. In order for the proposals made outside of Rule 14a-8 under the Exchange Act to be considered timely within the meaning of Rule 14a-4(c) under the Exchange Act, such proposals much be received by the Fund at its principal executives offices not later than the close of business on May 3, 2025, nor earlier than the close of business on April 3, 2025. The timely submission of a proposal does not guarantee its inclusion. Whether a proposal is included in a proxy statement will be determined in accordance with applicable federal and state laws, as well as the Funds governing documents.Other Matters to Come Before the MeetingNo business other than the Proposals described in this Proxy Statement are expected to come before the Meeting, but should any other matter requiring a vote of shareholders arise, the persons named as proxies will vote thereon in their discretion according to their best judgment in the interests of the Fund and its shareholders.Dated: August 7, 2024PLEASE COMPLETE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED ENVELOPE. YOU MAY ALSO VOTE BY INTERNET OR TELEPHONE IN ACCORDANCE WITH THE INSTRUCTIONS SET FORTH ON THE ENCLOSED PROXY CARD.43EXHIBIT ANEW INVESTMENT ADVISORY AGREEMENTINVESTMENT ADVISORY AGREEMENTINVESTMENT ADVISORY AGREEMENT (the Agreement), dated as of [ ], 2024 between Madison Covered Call and Equity Strategy Fund, a Delaware statutory trust (the Trust), and XA Investments LLC, a Delaware limited liability company (the Adviser).WHEREAS, the Adviser has agreed to furnish investment management and advisory services to the Trust, a closed-end management investment company registered under the Investment Company Act of 1940, as amended (the 1940 Act);WHEREAS, the Adviser is a registered investment adviser under the Investment Advisers Act of 1940, as amended (the Advisers Act); WHEREAS, this Agreement has been approved in accordance with the provisions of the 1940 Act, and the Adviser is willing to furnish such services upon the terms and conditions herein set forth; andNOW, THEREFORE, in consideration of the mutual premises and covenants herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged, it is agreed by and between the parties hereto as follows:1. Appointment(a) The Trust hereby appoints the Adviser to act as the investment adviser to the Trust and to furnish the management and investment advisory services described herein, for the period and upon the terms herein set forth.(b) The Adviser hereby agrees, all as more fully set forth herein, to act as investment adviser to the Trust with respect to the investment of the Trusts assets and to supervise and arrange for the day-to-day operations of the Trust and the purchase of securities for and the sale of securities held in the investment portfolio of the Trust.(c) The Adviser for all purposes in this Agreement will be deemed to be an independent contractor and, unless otherwise expressly provided or authorized in this Agreement, will have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. 2. Duties and Obligations of the Adviser with Respect to Investment of Assets of the Trust. (a) Subject to the direction and control of the Trusts Board of Trustees, the Adviser shall:(i) act as investment adviser for and supervise and manage the investment and reinvestment of the Trusts assets and, in connection therewith, have complete discretion in purchasing and selling securities and other assets for the Trust and in voting, exercising consents and exercising all other rights appertaining to such securities and other A-1assets on behalf of the Trust; (ii) supervise the investment program of the Trust and the composition of its investment portfolio; and (iii) arrange, subject to the provisions of Section 5 hereof, for the purchase and sale of securities and other assets held in the investment portfolio of the Trust. (b) In performing its duties under this Section 2, the Adviser may delegate some or all of its duties and obligations under this Agreement to one or more investment sub-advisers; provided, however, that any such delegation shall be pursuant to an agreement with terms agreed upon by the Trust and approved in a manner consistent with the 1940 Act and provided, further, that no such delegation shall relieve the Adviser from its duties and obligations of management and supervision of the management of the Trusts assets pursuant to this Agreement and to applicable law.(c) The Adviser shall maintain business continuity, cybersecurity, disaster recovery and backup capabilities and facilities in keeping with industry standards and Securities and Exchange Commission (SEC) requirements through which the Adviser will be able to perform its obligations hereunder with minimal disruptions or delay. (d) To the extent prohibited by Regulation S-P, the Adviser and its affiliates will not disclose any non-public personal information, as defined in Regulation S-P, received from the Trust regarding any shareholder unless in accordance with an exception under Regulation S-P, or as otherwise may be permitted by law. The Adviser represents and warrants that, in accordance with applicable state privacy laws and Regulation S-P, it has implemented safeguards by adopting policies and procedures reasonably designed to: (i) insure the security and confidentiality of records and non-public personal information of shareholders; (ii) protect against any anticipated threats or hazards to the security or integrity of shareholder records and non-public personal information; and (iii) protect against unauthorized access to or use of such shareholder records or non-public personal information that could result in substantial harm or inconvenience to any shareholder. The Adviser shall treat confidentially all records of the Trust and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where the Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or (ii) when so requested by the Trust.(e) The Adviser acknowledges that, in compliance with the Bank Secrecy Act, as amended, the USA PATRIOT Act, and any implementing regulations thereunder (together, the AML Laws), the Trust has adopted anti-money laundering policies and procedures (the AML Policies). The Adviser agrees to comply with the Trusts AML Policies and the AML Laws, as the same may apply to the Adviser, now and in the future, and understands and agrees that the Trust may disclose information regarding the Adviser to governmental and/or regulatory or self-regulatory authorities to the extent required by applicable law or regulation and may file reports with such authorities as may be required by such law or regulation.A-2(f) The Adviser shall provide such information as may reasonably be requested by the Board under Section 15(c) of the 1940 Act in connection with its annual consideration of this Agreement.3. Duties and Obligations of the Adviser with Respect to the Management of the TrustThe Adviser shall perform the management services necessary for the operation of the Trust, including providing the Trust necessary personnel and such other services as the Adviser, subject to review by the Board of Trustees, from time to time shall determine to be necessary or useful to perform its obligations under this Agreement. The Adviser, also on behalf of the Trust, shall conduct relations with administrators, custodians, depositories, transfer agents, pricing agents, investor support service providers, investor relations providers, dividend disbursing agents, other shareholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable.4. Covenants(a) In the performance of its duties under this Agreement, the Adviser shall at all times conform to, and act in accordance with, any requirements imposed by:(i) the provisions of the 1940 Act and the Advisers Act and all applicable Rules and Regulations of the SEC; (ii) any other applicable provision of law; (iii) the provisions of this Agreement and Declaration of Trust and By-Laws of the Trust, as such documents are amended from time to time; (iv) the investment objective, policies and restrictions of the Trust as set forth in its Registration Statement on Form N-2; and (v) any policies and determinations of the Board of Trustees of the Trust.(b) The Adviser will maintain a written code of ethics (the Code of Ethics) pursuant to Rule 17j-1 under the 1940 Act, a copy of which will be provided to the Trust, and will institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Adviser will follow such Code of Ethics in performing its services under this Agreement.(c) The Adviser will maintain compliance policies and procedures adopted pursuant to Rule 206(4)-7 under the Advisers Act and Rule 38a-1 under the 1940 Act, a copy of which will be provided to the Trust, and follow such compliance policies and procedures in performing its services under this Agreement; and(d) The Adviser will cooperate with the chief compliance officer of the Trust in connection with the implementation and operation of the Trusts compliance policies and procedures adopted pursuant to Rule 38a-1 under the 1940 Act, and will prepare necessary reports and provide the Trusts chief compliance officer with access to information reasonably necessary for the Trust to comply with Rule 38a-1.A-35. Portfolio Transactions(a) In the performance of its duties under this Agreement, the Adviser will place orders either directly with the issuer or with any broker or dealer. Subject to the other provisions of this paragraph, in placing orders with brokers and dealers, the Adviser will attempt to obtain the best price and the most favorable execution of its orders, and all such brokerage placement shall be made in compliance with Section 28(e) of the Securities Exchange Act of 1934, as amended. In placing orders, the Adviser will consider the experience and skill of the firms securities traders as well as the firms financial responsibility and administrative efficiency. Consistent with this obligation, the Adviser may select brokers on the basis of the research, statistical and pricing services they provide to the Trust and other clients of the Adviser. Information and research received from such brokers will be in addition to, and not in lieu of, the services required to be performed by the Adviser hereunder. A commission paid to such brokers may be higher than that which another qualified broker would have charged for effecting the same transaction, provided that the Adviser determines in good faith that such commission is reasonable in terms either of the transaction or the overall responsibility of the Adviser to the Trust and its other clients and that the total commissions paid by the Trust will be reasonable in relation to the benefits to the Trust over the long-term. In no instance, however, will the Trusts securities be purchased from or sold to the Adviser, or any affiliated person thereof, except to the extent permitted by the SEC or by applicable law.(b) At the request of the Board of Trustees of the Trust, the Adviser will identify and provide a written description to the Board of Trustees of soft dollar arrangements that the Adviser maintains with respect to the Trust or with brokers or dealers that execute transactions for the Trust, and of research and other services provided to the Adviser by a broker or dealer (whether prepared by such broker or dealer or by a third party) as a result, in whole or in part, of the direction of Trust transactions to the broker or dealer. (c) From time to time, the Adviser or brokers or dealers affiliated with it may find themselves in a position to buy for certain of their clients (each an Account) securities which the Advisers investment advisory clients wish to sell, and to sell for certain of their clients securities which other advisory clients wish to buy. Where one of the parties is an advisory client, the Adviser or the affiliated broker or dealer cannot participate in this type of transaction (known as a cross transaction) on behalf of an advisory client and retain commissions from one or both parties to the transaction without the advisory clients consent. This is because in a situation where the Adviser is making the investment decision (as opposed to a brokerage client who makes his own investment decisions), and the Adviser or an affiliate is receiving commissions from both sides of the transaction, there is a potential conflicting division of loyalties and responsibilities on the Advisers part regarding the advisory client. The SEC has adopted a rule under the Advisers Act that permits the Adviser or its affiliates to participate on behalf of an Account in agency cross transactions if the advisory client has given written consent in advance. By execution of this Agreement, the Trust authorizes the Adviser or its affiliates to participate in agency cross transactions involving an Account. The Trust may revoke its consent at any time by written notice to the Adviser.A-46. ConfidentialityEach of the Trust and the Adviser acknowledge and agree that pursuant to this Agreement, either party may have access to the other partys confidential and proprietary information and materials concerning or pertaining to the others business. Each party will receive and hold such information in the strictest confidence, and acknowledge, represent, and warrant that it will use its best efforts to protect the confidentiality of this information. Each party agrees that, without the prior written consent of the other party, which approval shall not be unreasonably withheld, they will not use, copy, or divulge to third parties or otherwise use, except in accordance with the terms of this Agreement, any information obtained from or through the other party in connection with this Agreement; provided, however, this covenant shall not apply to information (i) which is in the public domain now or when it becomes in the public domain in the future, other than by reason of a breach of this Agreement, (ii) which has come to either party from a lawful source not bound to maintain the confidentiality of such information, other than from the other party or an affiliate or representative of that party, (iii) disclosures which are required by law, regulatory authority, regulation or legal process or are made to any regulatory agency in the normal course of an examination, audit or investigation involving such party, or (iv) disclosure as reasonably necessary in the course of business to third parties subject to a duty to maintain the confidentiality of the information.7. Services Not Exclusive(a) Nothing in this Agreement shall prevent the Adviser or any officer, employee or other affiliate thereof from acting as investment adviser for any other person, firm or corporation, or from engaging in any other lawful activity, and shall not in any way limit or restrict the Adviser or any of its officers, employees or agents from buying, selling or trading any securities for its or their own accounts or for the accounts of others for whom it or they may be acting; provided, however, that the Adviser will undertake no activities which, in its judgment, will adversely affect the performance of its obligations under this Agreement.(b) The Adviser may manage other investment accounts and funds, including those with investment objectives similar to the Trust. Securities considered as investments for the Trust may also be appropriate for other investment accounts and funds that may be managed by the Adviser. Subject to applicable laws and regulations, the Adviser will attempt to allocate equitably portfolio transactions among the portfolios of its other investment accounts and funds purchasing securities whenever decisions are made to purchase or sell securities by the Trust and one or more of such other accounts or funds simultaneously. In making such allocations, the main factors to be considered by the Adviser will be the respective investment objectives of the Trust and such other accounts and funds, the relative size of portfolio holdings of the same or comparable securities, the availability of cash for investment by the Trust and such other accounts and funds, the size of investment commitments generally held by the Trust and such accounts and funds, and the opinions of the persons responsible for recommending investments to the Trust and such other accounts and funds. 8. Books and Records(a) The Adviser undertakes and agrees to maintain or cause others to maintain, in the form and for the period required by Rule 31a-2 A-5under the 1940 Act, all records relating to the Trusts investments that are required to be maintained by the Trust pursuant to the 1940 Act with respect to the Advisers responsibilities under this Agreement for the Trust, and which are not otherwise maintained by the administrator, fund accounting agent, custodian or other service providers to the Trust.(b) In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Adviser hereby agrees that all records which it maintains for the Trust are the property of the Trust and further agrees to surrender promptly to the Trust any such records upon the Trusts request. 9. CustodyNothing in this Agreement will require the Adviser to take or receive physical possession of cash, securities, or other investments of the Trust. 10. Expenses(a) During the term of this Agreement, the Adviser will bear all costs and expenses of its employees and any overhead incurred in connection with its duties hereunder, except as provided pursuant to paragraph (c) of this Section 10, and shall bear the costs of any salaries or trustees fees of any officers or trustees of the Trust who are affiliated persons (as defined in the 1940 Act) of the Adviser.(b) The Trust will bear all other costs, fees and expenses of its operations and transactions, including those relating to: (1) organization; (2) calculation of the Trusts net asset value (including the cost and expenses of any independent valuation firm, agent or other provider); (3) expenses payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for the Trust and in monitoring the Trusts investments; (4) interest payable on indebtedness and dividends and distributions on preferred shares, as applicable, if any, incurred to finance the Trusts investments; (5) offerings of the Trusts common shares and other securities (including, all fees, costs and expenses related thereto); (6) fees payable to third parties, including agents, legal counsel, consultants or other advisors, relating to, or associated with, evaluating and making investments; (7) administrator, transfer agent and custodian fees; (8) federal and state registration fees; (9) all costs of registration and listing the Trusts shares on any securities exchange; (10) federal, state and local taxes; (11) independent trustees fees and expenses; (12) costs of preparing and filing reports or other documents required by governmental bodies (including the SEC), including printing costs; (13) costs of any reports, proxy statements or other notices to shareholders, including printing costs; (14) insurance premiums for fidelity bond and other insurance coverage, including the Trusts allocable portion of the fidelity bond, trustees and officers errors and omissions liability insurance, including independent trustees liability insurance, and any other insurance premium; (15) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; (16) brokerage commissions, assignment fees and other costs in connection with the purchase, holding or sale of securities and other investment instruments (including, without limitation, security settlement costs); (17) expenses incidental to holding meetings of the Trusts shareholders, including proxy solicitations therefor; provided, however, that the Trust will not bear such expenses with respect to any meeting of the Trusts shareholders held for the purpose of seeking shareholder approval of a new investment advisory agreement in connection A-6with a change of control of the Adviser; (18) unusual, non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust is a party and legal obligations that the Trust may have to indemnify the Trusts directors, officers and/or employees or agents with respect to these actions, suits or proceedings; and (19) all other expenses incurred by the Trust in connection with administering the Trusts business.(c) The Trust may, if and to the extent approved by the Board of Trustees, including a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, from time to time reimburse the Adviser for certain costs and expenses incurred by the Adviser in connection with the management of the Trusts assets, which may include the Trusts allocable share of portfolio management and trading software costs, research expenses (including modeling and analytic software costs), diligence expenses and out-of-pocket travel costs incurred in connection with the management of the Trusts assets. For the avoidance of doubt, in no event shall expenses associated with the general overhead of the Adviser be reimbursed by the Trust.11. Compensation of the Adviser(a) The Trust agrees to pay to the Adviser and the Adviser agrees to accept as full compensation for all services rendered by the Adviser as such, a monthly fee in arrears at an annual rate equal to 0.80% of the Trusts average daily value of the Trusts Managed Assets. For any period less than a month during which this Agreement is in effect, the fee shall be prorated according to the proportion which such period bears to a full month of 28, 29, 30 or 31 days, as the case may be. (b) Managed Assets means the total assets of the Trust, including the assets attributable to the proceeds from financial leverage (including through the issuance of preferred shares or the issuance of senior securities representing indebtedness), minus liabilities, other than liabilities related to any financial leverage. (c) For purposes of this Agreement, the total assets of the Trust shall be calculated pursuant to the procedures adopted by resolutions of the Trustees of the Trust for calculating the value of the Trusts assets.(d) The Adviser may elect from time to time, in its sole discretion, to waive its right to reimbursement or its receipt of the advisory fee.12. Representations and Warranties(a) The Trust represents and covenants to the Adviser as follows:(i) The Trust is duly organized and validly existing under the laws of the State of Delaware with the power to own and possess its assets.(ii) The execution, delivery and performance by the Trust of this Agreement are within the Trusts powers and have been duly authorized by all necessary actions of the Board of Trustees, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or A-7regulation, (ii) the Trusts governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instruments binding upon the Trust.(iii) The Trust is, or will be prior to commencing operations, registered as a closed-end management investment company under the 1940 Act and the Trusts shares are, or will be prior to commencing operations, registered under the Securities Act of 1933, as amended, and under any applicable state securities laws, or exempt from such registration.(b) The Adviser represents and covenants to the Trust as follows:(i) The Adviser is duly organized and validly existing under the laws of the State of Delaware.(ii) The execution, delivery and performance by the Adviser of this Agreement are within the Advisers powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance of this Agreement by the parties to this Agreement, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Advisers governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instruments binding upon the Adviser.(iii) The Adviser is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement.13. Limitation on LiabilityThe Adviser will not be liable for any error of judgment or mistake of law or for any loss suffered by Adviser or by the Trust in connection with the performance of this Agreement, except a loss resulting from a breach of a fiduciary duty with respect to the receipt of compensation for services or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder).14. IndemnificationThe Trust shall indemnify, defend and protect the Adviser, its members and their respective officers, managers, partners, agents, employees, controlling persons, members and any other person affiliated with any of them (collectively, the Indemnified Parties) (each of whom shall be deemed a third party beneficiary hereof) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, A-8investigation or other proceeding (including an action or suit by or in the right of the Trust or its security holders) arising out of or otherwise based upon the performance of any of the Advisers duties or obligations under this Agreement or otherwise as an investment adviser of the Trust. Notwithstanding the foregoing provisions of this Section 12 to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Trust or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of any Indemnified Partys duties or by reason of the reckless disregard of the Advisers duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder).15. Duration and Termination(a) This Agreement shall become effective as of the date hereof and, unless sooner terminated with respect to the Trust as provided herein, shall continue in effect for a period of two years. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Trust for successive periods of 12 months, provided such continuance is specifically approved at least annually by both:(i) the vote of a majority of the Trusts Board of Trustees or the vote of a majority of the outstanding voting securities of the Trust at the time outstanding and entitled to vote, and (ii) the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. (b) Notwithstanding the foregoing, this Agreement may be terminated by the Trust at any time, without the payment of any penalty, upon giving the Adviser 60 days notice (which notice may be waived by the Adviser), provided that such termination by the Trust shall be directed or approved by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Trust at the time outstanding and entitled to vote, or by the Adviser on 60 days written notice to the Trust (which notice may be waived by the Trust). (c) This Agreement will immediately terminate in the event of its assignment. (d) As used in this Agreement, the terms majority of the outstanding voting securities, interested person and assignment shall have the same meanings of such terms in the 1940 Act.(e) The terms of Sections 6, 8, 13 and 14, 18, 19 and 20 of this Agreement shall survive the termination of this Agreement.16. NoticesAny notice under this Agreement shall be in writing to the other party at such address as the other party may designate from time to time for the receipt of such notice and shall be deemed to be received on the earlier of the date actually received or on the fourth day after the postmark if such notice is A-9mailed first class postage prepaid.17. Amendment of this AgreementNo provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. Any amendment of this Agreement shall be subject to the 1940 Act.18. Governing LawThis Agreement shall be governed by and construed in accordance with the laws of the State of Delaware for contracts to be performed entirely therein without reference to choice of law principles thereof and in accordance with the applicable provisions of the 1940 Act.19. Use of the NameThe Adviser has consented to the use by the Trust of the name or identifying word XA, XAI or XA Investments in the name of the Trust. Such consent is conditioned upon the employment of the Adviser as the investment adviser to the Trust. The name or identifying word XA, XAI or XA Investments may be used from time to time in other connections and for other purposes by the Adviser and any of its affiliates. The Adviser may require the Trust to cease using XA, XAI or XA Investments in the name of the Trust, if the Trust ceases to employ, for any reason, the Adviser, any successor thereto or any affiliate thereof as investment adviser of the Trust. If so required by the Adviser, the Trust will cease using XA, XAI or XA Investments in its name as promptly as practicable and make all reasonable efforts to remove XA, XAI or XA Investments from its name.20. Miscellaneous(a) The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.(b) If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. (c) Nothing contained in this Agreement will be deemed to require the Trust to take any action contrary to the Trusts Amended and Restated Agreement and Declaration of Trust or By-laws, as they may be amended and/or restated from time to time, or any applicable statute or regulation, or to relieve or deprive the Board of Trustees of its responsibility for and control of the conduct of the affairs of the Trust. (d) This Agreement shall be binding on, and shall inure to the benefit of the parties hereto and their respective successors.(e) This Agreement may be executed in counterparts by the parties hereto, each of which shall constitute an original counterpart, and all of which, together, shall constitute one Agreement. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.A-10(f) This Agreement constitutes the entire understanding and agreement, and supersedes any and all other proposals, understandings, and agreements among the parties with respect to the subject matter hereof.IN WITNESS WHEREOF, the parties hereto have caused the foregoing instrument to be executed by their duly authorized officers, all as of the day and the year first above written.MADISON COVERED CALL & EQUITY STRATEGY FUNDBy: Name: Title: XA INVESTMENTS LLCBy: Name: Title: A-11EXHIBIT BNEW SUBADVISORY AGREEMENTINVESTMENT SUBADVISORY AGREEMENTINVESTMENT SUB-ADVISORY AGREEMENT (the Agreement), dated as of [ ], 2024 (the Effective Date) among Madison Covered Call and Equity Strategy Fund, a Delaware statutory trust (the Trust), XA Investments LLC, a Delaware limited liability company (the Adviser), and Madison Asset Management, LLC a Wisconsin limited liability company (the Sub-Adviser).WHEREAS, the Adviser has agreed to furnish investment management and advisory services to the Trust, a closed-end management investment company registered under the Investment Company Act of 1940, as amended (the 1940 Act);WHEREAS, the investment advisory agreement between the Adviser and the Trust dated as of [ ] (such agreement or the most recent successor agreement between such parties relating to advisory services to the Trust is referred to herein as the Investment Advisory Agreement) contemplates that the Adviser may sub-contract investment advisory services with respect to the Trust to a sub-adviser(s) pursuant to a sub-advisory agreement(s) agreeable to the Trust and approved in accordance with the provisions of the 1940 Act;WHEREAS, the Adviser wishes to retain the Sub-Adviser to provide certain sub-advisory services; WHEREAS, the Sub-Adviser is a registered investment adviser under the Investment Advisers Act of 1940, as amended (the Advisers Act); andWHEREAS, this Agreement has been approved in accordance with the provisions of the 1940 Act, and the Sub-Adviser is willing to furnish such services upon the terms and conditions herein set forth;NOW, THEREFORE, in consideration of the mutual premises and covenants herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged, it is agreed by and between the parties hereto as follows:1. Appointment(a) The Adviser hereby appoints the Sub-Adviser to act as the investment sub-adviser to the Trust and to furnish the services described herein, for the period and upon the terms herein set forth.(b) The Sub-Adviser hereby agrees, all as more fully set forth herein, to act as investment sub-adviser to the Trust and to furnish the services described below with respect to the investment of the Trusts assets and the purchase of securities for and the sale of securities held in the investment portfolio of the Trust.(c) The Sub-Adviser for all purposes in this Agreement will be deemed to be an independent contractor and, unless otherwise expressly provided or authorized in this Agreement, will have no authority to act for or represent the Adviser or the Trust in any way B-1or otherwise be deemed an agent of the Adviser or the Trust. 2. Duties and Obligations of the Sub-Adviser with Respect to Investment of Assets of the Trust(a) Subject to the oversight and supervision of the Adviser and direction and control of the Trusts Board of Trustees, the Sub-Adviser will act as sub-adviser for the Trust and perform one or more of the following services at the request of the Adviser in connection with the investment and reinvestment of the Trusts assets: (i) managing the investment and reinvestment of the assets of the Trust in accordance with the investment policies and guidelines of the Trust;(ii) subject to the provisions of Section 4 hereof, purchasing and selling securities and other assets for the Trust and placing orders for purchases and sales of assets of the Trust; (iii) providing investment research and credit analysis concerning the assets of the Trust; (iv) monitoring on a daily basis the investment activities and portfolio holdings relating to the Trust;(v) voting proxies relating to the Trusts portfolio securities in accordance with the proxy voting policies and procedures of the Sub-Adviser; and(vi) settlement of transactions and completing corporate actions. (b) At the request of the Adviser, the Sub-Adviser will also, subject to the oversight and supervision of the Adviser and the direction and control of the Trusts Board of Trustees, consult with the Adviser as to the overall management of the assets of the Trust and the investment policies and practices of the Trust, including (but not limited to) the use by the Trust of financial leverage and matters relating to such financial leverage (e.g., form, amount and costs) and the utilization by the Trust of any interest rate or other hedging or risk management transactions in connection therewith. (c) In addition, the Sub-Adviser will keep the Trust and the Adviser informed of developments relating to the Sub-Adviser or the Trusts investments materially affecting the Trust and shall, upon request, furnish to the Adviser and the Trust all information relevant to such developments. (d) The Sub-Adviser will periodically communicate to the Adviser or other service providers of the Trust, at such times as the Adviser may request, information concerning the purchase and sale of securities for the Trust and such other information as the Adviser may reasonably require for purposes of fulfilling its obligations to the Trust under the Investment Advisory Agreement.(e) In addition to the investment policies and guidelines of the Trust, the Adviser may from time to time communicate to the Sub-Adviser instructions (the Instructions) in writing that limit or supplement the investment policies and guidelines and are subject to approval by the Sub-B-2Adviser, which approval shall not be unreasonably withheld. Neither the investment policies and guidelines nor the Instructions shall require the Sub-Adviser to obtain capabilities or resources beyond those it possesses as of the Effective Date. The Adviser shall promptly notify the Sub-Adviser, in writing, of any change in the investment policies and guidelines that is made for any reason, including but not limited to a change by the Adviser, the Trust or in any applicable law or regulation. The Adviser acknowledges that the Sub-Adviser may be required to terminate delivery of certain data or services used in managing the Trust in the event the Sub-Adviser is no longer able to obtain such data or services.(f) The Sub-Adviser shall maintain business continuity, cybersecurity, disaster recovery and backup capabilities and facilities in keeping with industry standards and Securities and Exchange Commission (SEC) requirements through which the Sub-Adviser will be able to perform its obligations hereunder with minimal disruptions or delay. (g) To the extent prohibited by Regulation S-P, the Sub-Adviser and its affiliates will not disclose any non-public personal information, as defined in Regulation S-P, received from the Trust regarding any shareholder unless in accordance with an exception under Regulation S-P, or as otherwise may be permitted by law. The Sub-Adviser represents and warrants that, in accordance with applicable state privacy laws and Regulation S-P, it has implemented safeguards by adopting policies and procedures reasonably designed to: (i) insure the security and confidentiality of records and non-public personal information of shareholders; (ii) protect against any anticipated threats or hazards to the security or integrity of shareholder records and non-public personal information; and (iii) protect against unauthorized access to or use of such shareholder records or non-public personal information that could result in substantial harm or inconvenience to any shareholder. The Sub-Adviser shall treat confidentially all records of the Trust and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where the Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or (ii) when so requested by the Trust.(h) The Sub-Adviser acknowledges that, in compliance with the Bank Secrecy Act, as amended, the USA PATRIOT Act, and any implementing regulations thereunder (together, the AML Laws), the Trust has adopted anti-money laundering policies and procedures (the AML Policies). The Sub-Adviser agrees to comply with the Trusts AML Policies and the AML Laws, as the same may apply to the Sub-Adviser, now and in the future, and understands and agrees that the Trust may disclose information regarding the Sub-Adviser to governmental and/or regulatory or self-regulatory authorities to the extent required by applicable law or regulation and may file reports with such authorities as may be required by such law or regulation.(i) The Sub-Adviser shall provide such information as may reasonably be requested by the Adviser and/or the Board of Trustees under Section 15(c) of the 1940 Act in connection with its annual consideration of this Agreement.B-3(i) Nothing in this Agreement is deemed to impose on the Sub-Adviser responsibility for the preparation of the Trusts financial statements or the Trusts other financial and regulatory filing and reporting obligations, provided that the Sub-Adviser shall provide sub-certifications in the form reasonably requested by the Trust relating to the Sub-Advisers services under this Agreement to assist the Trust in complying with the provisions of the Sarbanes-Oxley Act of 2002.3. Covenants(a) In the performance of its duties under this Agreement, the Sub-Adviser shall at all times conform to, and act in accordance with, any requirements imposed by:(i) the provisions of the 1940 Act and the Advisers Act and all applicable Rules and Regulations of the SEC; (ii) any other applicable provision of law; (iii) the provisions of this Agreement and Declaration of Trust and By-Laws of the Trust, as such documents are amended from time to time; (iv) the investment objective, policies and restrictions of the Trust as set forth in its Registration Statement on Form N-2 and as supplemented from time to time by the Trusts shareholder reports and other SEC filings; and (v) any policies and determinations of the Board of Trustees of the Trust.(b) The Sub-Adviser will not consult with any other sub-adviser of the Trust or any other sub-adviser to a fund under common control with the Trust concerning transactions of the Trust in securities or other assets.(c) The Sub-Adviser will maintain a written code of ethics (the Code of Ethics) pursuant to Rule 17j-1 under the 1940 Act, a copy of which will be provided to the Trust and the Adviser, and will institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Sub-Adviser will follow such Code of Ethics in performing its services under this Agreement.(d) The Sub-Adviser will maintain compliance policies and procedures adopted pursuant to Rule 206(4)-7 under the Advisers Act and Rule 38a-1 under the 1940 Act, a copy of which will be provided to the Trust and the Adviser, and follow such compliance policies and procedures in performing its services under this Agreement; and(e) The Sub-Adviser will cooperate with the chief compliance officer of the Trust in connection with the implementation and operation of the Trusts compliance policies and procedures adopted pursuant to Rule 38a-1 under the 1940 Act, and will prepare necessary reports and provide the Trusts chief compliance officer with access to information reasonably necessary for the Trust to comply with Rule 38a-1.4. Portfolio Transactions(a) In the performance of its duties under this Agreement, the Sub-Adviser will place orders either directly with the issuer or with any broker B-4or dealer. Subject to the other provisions of this paragraph, in placing orders with brokers and dealers, the Sub-Adviser will attempt to obtain the best price and the most favorable execution of its orders, and all such brokerage placement shall be made in compliance with Section 28(e) of the Securities Exchange Act of 1934, as amended. In placing orders, the Sub-Adviser will consider the experience and skill of the firms securities traders as well as the firms financial responsibility and administrative efficiency. Consistent with this obligation, the Sub-Adviser may select brokers on the basis of the research, statistical and pricing services they provide to the Trust and other clients of the Sub-Adviser. Information and research received from such brokers will be in addition to, and not in lieu of, the services required to be performed by the Sub-Adviser hereunder. A commission paid to such brokers may be higher than that which another qualified broker would have charged for effecting the same transaction, provided that the Sub-Adviser determines in good faith that such commission is reasonable in terms either of the transaction or the overall responsibility of the Sub-Adviser to the Trust and its other clients and that the total commissions paid by the Trust will be reasonable in relation to the benefits to the Trust over the long-term. In no instance, however, will the Trusts securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except to the extent permitted by the SEC or by applicable law.(b) At the request of the Adviser or the Trust, the Sub-Adviser will identify and provide a written description to the Adviser and the Board of Trustees of the Trust of soft dollar arrangements that the Sub-Adviser maintains with respect to the Trust or with brokers or dealers that execute transactions for the Trust, and of research and other services provided to the Sub-Adviser by a broker or dealer (whether prepared by such broker or dealer or by a third party) as a result, in whole or in part, of the direction of Trust transactions to the broker or dealer. (c) From time to time, the Sub-Adviser or brokers or dealers affiliated with it may find themselves in a position to buy for certain of their clients (each an Account) securities which the Sub-Advisers investment advisory clients wish to sell, and to sell for certain of their clients securities which advisory clients wish to buy. Where one of the parties is an advisory client, the Sub-Adviser or the affiliated broker or dealer cannot participate in this type of transaction (known as a cross transaction) on behalf of an advisory client and retain commissions from one or both parties to the transaction without the advisory clients consent. This is because in a situation where the Sub-Adviser is making the investment decision (as opposed to a brokerage client who makes his own investment decisions), and the Sub-Adviser or an affiliate is receiving commissions from both sides of the transaction, there is a potential conflicting division of loyalties and responsibilities on the Sub-Advisers part regarding the advisory client. However, the SEC has adopted a rule under the Advisers Act that permits the Sub-Adviser or its affiliates to participate on behalf of an Account in agency cross transactions if the advisory client has given written consent in advance. Therefore, by execution of this Agreement, the Trust authorizes the Sub-Adviser or its affiliates to participate in agency cross transactions involving an Account. The Trust may revoke its consent at any time by written notice to the Sub-Adviser.5. ConfidentialityEach of the Trust, the Adviser and the Sub-Adviser acknowledge and agree that in satisfying its respective obligations under and performing B-5services in connection with this Agreement, any party may have access to another partys confidential and proprietary information and materials concerning or pertaining to the others business (confidential information). Each party will receive and hold such information in the strictest confidence, and acknowledge, represent, and warrant that it will use its best efforts to protect the confidentiality of this information to the same degree of care as it would its own confidential information. Each party agrees that, without the prior written consent of the other party, which approval shall not be unreasonably withheld, such party will not use, copy, or divulge to third parties or otherwise use, except in accordance with the terms of this Agreement, any confidential information of another party without the prior written consent of such other party; provided, however, this covenant shall not apply to (i) information which is in the public domain now or when it becomes in the public domain in the future, other than by reason of a breach of this Agreement, (ii) information which has come to a party from a lawful source not bound to maintain the confidentiality of such information, other than from any other party or an affiliate or representative of that party, (iii) information which is independently developed without the use of confidential information, (iv) disclosures which are required by law, regulatory authority, regulation or legal process or are made to any regulatory agency in the normal course of an examination, audit or investigation involving such party, or (v) disclosure as reasonably necessary in the course of business to third parties subject to a duty to maintain the confidentiality of the information. Notwithstanding the foregoing, the Sub-Adviser may disclose information it receives from or on behalf of the Trust or the Adviser to officers and employees of the Sub-Adviser or any of its affiliates in the course of providing the services under this Agreement and the Sub-Adviser may disclose the Trusts TIN information to third parties as required to perform the Sub-Advisers services under this Agreement. 6. Services Not Exclusive(a) Nothing in this Agreement shall prevent the Sub-Adviser or any officer, employee or other affiliate thereof from acting as investment adviser for any other person, firm or corporation, or from engaging in any other lawful activity, and shall not in any way limit or restrict the Sub-Adviser or any of its officers, employees or agents from buying, selling or trading any securities for its or their own accounts or for the accounts of others for whom it or they may be acting; provided, however, that the Sub-Adviser will undertake no activities which, in its judgment, will adversely affect the performance of its obligations under this Agreement.(b) The Sub Adviser currently manages, and may in the future manage, other investment accounts and funds, including those with investment objectives similar to the Trust. Securities considered as investments for the Trust may also be appropriate for other investment accounts and funds that may be managed by the Sub-Adviser. Subject to applicable laws and regulations, the Sub-Adviser will attempt to allocate equitably portfolio transactions among the portfolios of its other investment accounts and funds purchasing securities whenever decisions are made to purchase or sell securities by the Trust and one or more of such other accounts or funds over time. In making such allocations, the main factors to be considered by the Sub-Adviser will be the respective investment objectives of the Trust and such other accounts and funds, the relative size of portfolio holdings of the same or comparable securities, the availability of cash for investment by the Trust and such other accounts and funds, the size of investment commitments generally B-6held by the Trust and such accounts and funds, and the opinions of the persons responsible for recommending investments to the Trust and such other accounts and funds. 7. Books and Records(a) The Sub-Adviser undertakes and agrees to maintain or cause others to maintain, in the form and for the period required by Rule 31a-2 under the 1940 Act, all records relating to the Trusts investments that are required to be maintained by the Trust pursuant to the 1940 Act with respect to the Sub-Advisers responsibilities under this Agreement for the Trust, and which are not otherwise maintained by the administrator, fund accounting agent, custodian or other service providers to the Trust.(b) In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which it maintains for the Trust are the property of the Trust and further agrees to surrender promptly to the Trust any such records upon the Trusts request, except for any software or other intellectual property that is proprietary to, or owned or licensed by, the Sub-Adviser or any of its affiliates, which shall remain the property of the Sub-Adviser. Notwithstanding the foregoing, the Sub-Adviser shall retain those original records or copies of records in order to comply with the Advisers Act record keeping requirement, applicable law and its own internal policies.(c) Each of the Adviser and the Trust shall own, have custody of and maintain its general corporate accounts and records. At reasonable times and upon reasonable notice, the Trust shall provide the Sub-Adviser with access to all books, records, accounts, facilities, and personnel necessary or appropriate for the performance of the Sub-Advisers obligations under this Agreement. 8. CustodyNothing in this Agreement will require the Sub-Adviser to take or receive physical possession of cash, securities, or other investments of the Trust. The Trust shall select, engage and maintain at the Trusts expense one or more custodians meeting the requirements of Section 17(f) of the 1940 Act and the rules, regulations and interpretations thereunder (each a Custodian) to serve as Custodian(s) of the Trust assets. The Adviser shall provide the Sub-Adviser, in writing, the identity of each Custodian, any change in a Custodian and all other information regarding the Custodian(s) required for the Sub-Adviser to carry out its duties under this Agreement. The Adviser shall notify each Custodian of the appointment of the Sub-Adviser and of the authority of the Sub-Adviser to effect investments with respect to the Trust assets. All transactions authorized by this Agreement are made by payment to or delivery by the Custodian(s). The Sub-Adviser shall have no rights or responsibilities, including to direct payment or move cash or assets of the Trust, that would be defined as taking custody under the Advisers Act. In connection with the Trusts custody agreement(s), the Adviser and the Trust will ensure that no such rights are given to the Sub-Adviser. The Trust and the Adviser will ensure that the Sub-Adviser may use the Depositary Trust Companys Institutional Delivery System for trade confirmation and settlement. B-79. Expenses(a) During the term of this Agreement, the Sub-Adviser will bear all costs and expenses of its employees and any overhead incurred in connection with its duties hereunder, except as provided pursuant to paragraph (d) of this Section 9, and shall bear the costs of any salaries or trustees fees of any officers or trustees of the Trust who are affiliated persons (as defined in the 1940 Act) of the Sub-Adviser.(b) The Sub-Adviser shall not be responsible for any expenses of the Adviser or the Trust not specifically set forth in this Section 9 or otherwise in any written agreement between the Sub-Adviser and the Trust or the Adviser, as the case may be.(c) The Trust will bear all other costs, fees and expenses of its operations and transactions, including those relating to: (1) organization; (2) calculation of the Trusts net asset value (including the cost and expenses of any independent valuation firm, agent or other provider); (3) expenses payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for the Trust and in monitoring the Trusts investments; (4) interest payable on indebtedness and dividends and distributions on preferred shares, as applicable, if any, incurred to finance the Trusts investments; (5) offerings of the Trusts common shares and other securities (including, all fees, costs and expenses related thereto); (6) fees payable to third parties, including agents, legal counsel, consultants or other advisors, relating to, or associated with, evaluating and making investments; (7) administrator, transfer agent and custodian fees; (8) federal and state registration fees; (9) all costs of registration and listing the Trusts shares on any securities exchange; (10) federal, state and local taxes; (11) independent trustees fees and expenses; (12) costs of preparing and filing reports or other documents required by governmental bodies (including the SEC), including printing costs; (13) costs of any reports, proxy statements or other notices to shareholders, including printing costs; (14) insurance premiums for fidelity bond and other insurance coverage, including the Trusts allocable portion of the fidelity bond, trustees and officers errors and omissions liability insurance, including independent trustees liability insurance, and any other insurance premium; (15) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; (16) brokerage commissions, assignment fees and other costs in connection with the purchase, holding or sale of securities and other investment instruments (including, without limitation, security settlement costs; (17) expenses incidental to holding meetings of the Trusts shareholders, including proxy solicitations therefor; provided, however, that the Trust will not bear such expenses with respect to any meeting of the Trusts shareholders held for the purpose of seeking approval of a new investment sub-advisory agreement in connection with a change of control of the Sub-Adviser; (18) unusual, non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust is a party and legal obligations that the Trust may have to indemnify the Trusts directors, officers and/or employees or agents with respect to these actions, suits or proceedings; and (19) all other expenses incurred by the Trust in connection with administering the Trusts business.B-810. Compensation of the Sub-Adviser(a) The Trust agrees to pay to the Sub-Adviser, and the Sub-Adviser agrees to accept as full compensation for all services rendered by the Sub-Adviser under this Agreement, a monthly fee in arrears in an amount equal to the specified percentage of the advisory fee payable to the Adviser from the Trust (the Sub-Advisory Fee):Average Daily Managed AssetsSub-Adviser Percentage of Management Fees / (Fee Rate)Type of Fee SplitFirst $175 million55% / (0.44%)AbsoluteGreater than $175 million and up to $25050% / (0.40%)BlendedOver $250 million*50% / (0.40%)Absolute* If the Trusts Daily Managed Assets exceed $250 million for a period of more than 10 consecutive trading days, the Trusts management fee split will be reset to 50% to the Sub-Adviser and 50% to the Adviser on an Absolute Fee Split basis.(b) For any period less than a month during which this Agreement is in effect, the fee shall be prorated according to the proportion which such period bears to a full month of 28, 29, 30 or 31 days, as the case may be.(c) Blended Fee Split means the total sub-advisory fees paid to the Sub-Adviser will be a result of different sub-advisory fee rates assessed to different asset levels. By way of example, in a theoretical scenario in which the Trust has Managed Assets of $200 million, the resulting Sub-Advisory Fees for the Sub-Adviser will be equal to (0.44% x $175 million) + (0.40% x $25 million), with a Blended Fee Split of 0.431%.(d) Absolute Fee Split means the total sub-advisory fees paid to the Sub-Adviser will be a result of the applicable fee rate multiplied by all of the Trusts Managed Assets.(e) Managed Assets means the total assets of the Trust, including the assets attributable to the proceeds from financial leverage (including through the issuance of preferred shares or the issuance of senior securities representing indebtedness), minus liabilities, other than liabilities related to any financial leverage.(f) For purposes of this Agreement, the total assets of the Trust shall be calculated pursuant to the procedures adopted by resolutions of the Trusts Board of Trustees for calculating the value of the Trusts assets.(g) The Sub-Adviser may elect from time to time, in its sole discretion, to waive its right to receipt of all or a portion of the Sub-Advisory Fee.11. Representations and Warranties(a) The Trust represents and covenants to the Sub-Adviser as follows:(i) The Trust is duly organized and validly existing under the laws of the State of Delaware with the power to own and possess its assets.B-9(ii) The execution, delivery and performance by the Trust of this Agreement are within the Trusts powers and have been duly authorized by all necessary actions of the Board of Trustees, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (1) any provision of applicable law, rule or regulation, (2) the Trusts governing instruments, or (3) any agreement, judgment, injunction, order, decree or other instruments binding upon the Trust.(iii) The Trust is, or will be prior to commencing operations, registered as a closed-end management investment company under the 1940 Act and the Trusts shares are, or will be prior to commencing operations, registered under the Securities Act of 1933, as amended, and under any applicable state securities laws, or exempt from such registration.(iv) Prior to the Sub-Adviser commencing services under this Agreement, the Trust will have legal title to the assets in the Trust and no restrictions shall exist as to the ownership or transfer of such assets unless specifically set forth in this Agreement.(b) The Adviser represents and covenants to the Sub-Adviser as follows:(i) The Adviser is duly organized and validly existing under the laws of the State of Delaware.(ii) The execution, delivery and performance by the Adviser of this Agreement are within the Advisers powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance of this Agreement by the parties to this Agreement, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (1) any provision of applicable law, rule or regulation, (2) the Advisers governing instruments, or (3) any agreement, judgment, injunction, order, decree or other instruments binding upon the Adviser.(iii) This Agreement constitutes a valid and binding obligation of the Adviser, enforceable against the Adviser in accordance with its terms, except to the extent such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, or similar laws affecting the rights of creditors generally and by general equity principles.(iv) The Adviser is not prohibited by the 1940 Act or B-10the Advisers Act from serving as investment adviser to the Trust.(v) The Adviser hereby acknowledges receipt of Sub-Advisers Form ADV, Part 2 before, or at the time of, signing this Agreement.(c) The Sub-Adviser represents and covenants to the Adviser and the Trust as follows:(i) The Sub-Adviser is duly organized and validly existing under the laws of the State of Wisconsin.(ii) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Advisers powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance of this Agreement by the parties to this Agreement, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (1) any provision of applicable law, rule or regulation, (2) the Sub-Advisers governing instruments, or (3) any agreement, judgment, injunction, order, decree or other instruments binding upon the Sub-Adviser.(iii) This Agreement constitutes a valid and binding obligation of the Sub-Adviser, enforceable against the Sub-Adviser in accordance with its terms, except to the extent such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, or similar laws affecting the rights of creditors generally and by general equity principles.(iv) The Sub-Adviser is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement.12. Certain InformationThe Adviser shall promptly notify the Sub-Adviser, and the Sub-Adviser shall promptly notify the Trust and the Adviser in writing of the occurrence of any of the following events:(a) such party failing to be registered as an investment adviser under the Advisers Act;(b) such party having been served or otherwise have notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Trust;(c) the occurrence of any change in control of such party or any parent of such party within the meaning of the 1940 Act; or B-11(d) the occurrence of any material adverse change in the business or financial position of such party. 13. Limitation on LiabilityThe Sub-Adviser will not be liable for any error of judgment or mistake of law or for any loss suffered by Sub-Adviser, the Adviser or by the Trust in connection with the performance of this Agreement, except a loss resulting from a breach of a fiduciary duty with respect to the receipt of compensation for services or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder). Nothing herein shall constitute a waiver or restriction of any partys rights under applicable federal or state securities laws.14. IndemnificationThe Trust shall indemnify, defend and protect the Sub-Adviser, its members and their respective officers, managers, partners, parent, corporate group affiliates, agents, employees, controlling persons, members, and any other person affiliated with any of them (collectively, the Indemnified Parties) (each of whom shall be deemed a third party beneficiary hereof) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Trust or its security holders) arising out of or otherwise based upon the performance of any of the Sub-Advisers duties or obligations under this Agreement or otherwise as an investment adviser of the Trust. Notwithstanding the foregoing provisions of this Section 14 to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Trust or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of any Indemnified Partys duties or by reason of the reckless disregard of the Sub-Advisers duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder).15. Duration and Termination(a) This Agreement shall become effective as of the Effective Date and, unless sooner terminated with respect to the Trust as provided herein, shall continue in effect for a period of two years. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Trust for successive periods of 12 months, provided such continuance is specifically approved at least annually by both:(i) the vote of a majority of the Trusts Board of Trustees or the vote of a majority of the outstanding voting securities of the Trust at the time outstanding and entitled to vote, and B-12(ii) the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. (b) Notwithstanding the foregoing, this Agreement may be terminated by (i) the Adviser or the Trust at any time, without the payment of any penalty, upon giving the Sub-Adviser 60 days notice (which notice may be waived by the Sub-Adviser), provided that such termination by the Trust shall be directed or approved by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Trust at the time outstanding and entitled to vote, or (ii) the Sub-Adviser on 60 days written notice to the Trust and the Adviser (which notice may be waived by the Trust or the Adviser on behalf of both the Trust and the Adviser). (c) This Agreement will immediately terminate in the event of its assignment and will immediately terminate upon any termination of the Investment Advisory Agreement between the Trust and the Adviser.(d) As used in this Agreement, the terms majority of the outstanding voting securities, interested person and assignment shall have the same meanings of such terms in the 1940 Act.(e) The terms of Sections 5, 7, 10, 13, 14, 18, 19 and 20 of this Agreement shall survive the termination of this Agreement.16. NoticesAny notice under this Agreement shall be in writing to the other parties and shall be considered as properly given or made if (a) sent by overnight delivery by a nationally recognized air courier service, (b) sent by electronic mail with no receipt of error in the delivery, or (c) mailed by registered or certified mail, return receipt requested, and if addressed to the respective address listed below:If to Adviser, to: XA Investments, LLC 321 North Clark Street #2430 Chicago, IL 60654 Attention: General CounselIf to the Trust, to:Madison Covered Call & Equity Strategy Fund 321 North Clark Street #2430 Chicago, IL 60654 Attention: Chief Executive OfficerIf to Sub-Adviser, to:Madison Investment Holdings, Inc. 550 Science Drive Madison, WI 53711 Attention: Steven A. Carlor at such address as the other party may designate from time to time for the receipt of such notice and shall be deemed effective on receipt.17. Amendment of this AgreementNo provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. Any amendment of this Agreement shall be subject to the 1940 Act.B-1318. Governing LawThis Agreement shall be governed by and construed in accordance with the laws of the State of Delaware for contracts to be performed entirely therein without reference to choice of law principles thereof and in accordance with the applicable provisions of the 1940 Act. WAIVER OF JURY TRIAL AND PUNITIVE DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND ANY RIGHT TO SEEK PUNITIVE OR CONSEQUENTIAL DAMAGES.19. Use of the NameThe Sub-Adviser has consented to the use by the Trust of the name or identifying word Madison in the name of the Trust. Such consent is conditioned upon the employment of the Sub-Adviser as the investment sub-adviser to the Trust. The name or identifying word Madison may be used from time to time solely in connection with the Sub-Advisers services under this Agreement. The Sub-Adviser may require the Trust to cease using Madison in the name of the Trust, if the Trust ceases to employ, for any reason, the Sub-Adviser, any successor thereto or any affiliate thereof as investment sub-adviser of the Trust. If so required by the Sub-Adviser, the Trust will cease using Madison in its name as promptly as practicable and make all reasonable efforts to remove Madison from its name.20. Miscellaneous(a) The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.(b) If any provision of this Agreement is invalid, illegal, or unenforceable under applicable law of mandatory application, the validity, legality, and enforceability of that provision or condition in other instances and of the remaining provisions and conditions are not in any way affected thereby. (c) Nothing contained in this Agreement will be deemed to require the Trust to take any action contrary to the Trusts Amended and Restated Agreement and Declaration of Trust or By-laws, as they may be amended and/or restated from time to time, with notice to the Sub-Adviser, or any applicable statute or regulation, or to relieve or deprive the Board of Trustees of its responsibility for and control of the conduct of the affairs of the Trust. (d) This Agreement shall be binding on, and shall inure to the benefit of the parties hereto and their respective successors.(e) This Agreement may be executed in counterparts by the parties hereto, each of which when executed is deemed to be an original and all of which together are deemed to be one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.B-14(f) This Agreement constitutes the entire understanding and agreement, and supersedes any and all other proposals, understandings, and agreements among the parties with respect to the subject matter hereof.IN WITNESS WHEREOF, the parties hereto have caused the foregoing instrument to be executed by their duly authorized officers, all as of the day and the year first above written.MADISON COVERED CALL & EQUITY STRATEGY FUNDBy: Name: Title: XA INVESTMENTS LLCBy: Name: Title: MADISON ASSET MANAGEMENT, LLCBy: Name: Title: B-15EXHIBIT COTHER FUNDS WITH SIMILAR INVESTMENT OBJECTIVESMadison. The table below provides information regarding other registered investment companies managed by Madison which have a similar investment objective as the Fund.Name of Other FundOther Funds Investment ObjectiveAdvisers Management FeeNet Assets as of December 31, 2023Has Adviser Agreed to Waive or Reduce its Management Fee under any Applicable Contract?Madison Covered Call & Equity Income FundSeeks to provide consistent total return and, secondarily, to provide a high level of income and gains from option premiums.0.85%$261,020,326NoMadison Covered Call ETFSeeks to provide consistent total return and secondarily, to produce a high level of income and gains.0.90%1$82,690,175No1 Pursuant to an investment advisory agreement between Madison and the Madison ETFs Trust, on behalf of each series thereof (each, a Series), each Series has agreed to pay an annual unitary management fee to Madison. This unitary management fee is designed to pay each Series expenses and to compensate Madison for the services it provides to each Series. Out of the unitary management fee, Madison pays substantially all expenses of each Series, including the cost of investment management services, transfer agency, custody, fund administration, legal, audit and other service and license fees. The unitary fee does not cover, and therefore, each Series pays directly, interest, taxes, brokerage commissions, acquired fund fees and expenses and other expenses connected with the execution of portfolio transactions, distribution, and service fees payable pursuant to a Rule 12b-1 plan, if any, and extraordinary expenses.XAI. XAI does not manage other registered investment companies which have a similar investment objective as the Fund.C-1THIS PAGE INTENTIONALLY LEFT BLANKEVERY VOTE IS IMPORTANTMADISON COVERED CALL & EQUITY STRATEGY FUNDPO Box 43131Providence, RI 02940-3131VOTING OPTION:VOTE ON THE INTERNETLog on to:www.proxy-direct.comor scan the QR codeFollow the on-screen instructionsavailable 24 hoursVOTE BY PHONECall 1-800-337-3503Follow the recorded instructionsavailable 24 hoursVOTE BY MAILVote, sign and date this Proxy Card and return in the postage-paid envelopePlease detach at perforation before mailing.PROXYMADISON COVERED CALL & EQUITY STRATEGY FUNDSPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 15, 2024THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES. Greg D. Hoppe and Kyle Schalow (the Proxyholders), or any of them, each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Special Meeting of shareholders of the Madison Covered Call & Equity Strategy Fund (the "Fund"), to be held on Tuesday, October 15, 2024 at 9:00 a.m., local time at the offices of Madison Asset Management, LLC, 550 Science Drive, Madison, Wisconsin 53711, and any adjournments or postponements thereof.Shares represented by this proxy card when properly executed will be voted in the manner directed herein by the shareholder, and in the discretion of such proxies, upon any and all other matters as may properly come before the Special Meeting or any adjournment or postponement thereof. If no direction is made, on a properly executed card, this proxy will be voted "FOR" the proposals. If any of the Trustee nominees for any reason are unable or unwilling to serve, the Proxyholders will vote for the election of such other person as they may consider qualified. The shareholder hereby acknowledges receipt of this Notice of Special Meeting and Proxy Statement for the Special Meeting to be held on October 15, 2024.VOTE VIA THE INTERNET: www.proxy-direct.comVOTE VIA THE TELEPHONE: 1-800-337-3503MCC__34064_062724PLEASE MARK, SIGN, AND DATE ON THE REVERSE SIDE AND RETURN THE PROXY CARD USING THE ENCLOSED ENVELOPE.xxxxxxxxxxxxxx codeEVERY SHAREHOLDERS VOTE IS IMPORTANTImportant Notice Regarding the Availability of Proxy Materials for theSpecial Meeting to Be Held on October 15, 2024.The Proxy Statement for this meeting is available at:https://www.madisonfunds.com/MCNproxyPlease detach at perforation before mailing. TO VOTE, MARK BOXES BELOW IN BLUE OR BLACK AS SHOWN IN THIS EXAMPLE: xA.Proposals. THE BOARD RECOMMENDS YOU VOTE FOR THE FOLLOWING PROPOSALS: FOR AGAINST ABSTAIN 1. To approve a new investment advisory agreement between the Fund and XA Investments, LLC. FOR AGAINST ABSTAIN2. To approve a new investment subadvisory agreement among the Fund, Madison Asset Management, LLC and XA Investments, LLC. 3. To approve the election of five trustees to the Board of Trustees. FOR WITHHOLD01. Danielle Cupps* 02. Gregory Dingens** 03. Philip Franklin** 04. Scott Craven Jones*** 05. William Meyers*** *Class I Trustee to serve until the Funds 2027 Annual Meeting of Shareholders or until her successor shall have been elected and qualified.**Class II Trustee to serve until the Funds 2025 Annual Meeting of Shareholders or until his successor shall have been elected and qualified.***Class III Trustee to serve until the Funds 2026 Annual Meeting of Shareholders or until his successor shall have been elected and qualified.B. Authorized Signatures This section must be completed for your vote to be counted. Sign and Date Below.Note: Please sign exactly as your name(s) appear(s) on this proxy card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature.Date (mm/dd/yyyy) Please print date belowSignature 1 Please keep signature within the boxSignature 2 Please keep signature within the boxScanner bar code xxxxxxxxxxxxxx MCC 34064 xxxxxxxx Madison Funds (15 open end funds) and Ultra Series Fund (14 open end funds), 2005 Present; Madison ETFs (4 open end funds), June 2023 Present Interested Trustees Jill M. Friedow(2)1964 Class II Trustee, since 2023; current term ends 2027Vice President, 2023 PresentMadison Investment Holdings, Inc. (MIH), Madison Investment Advisors, LLC (MIA) and Madison Asset Management, LLC (Madison), Chief Technology Officer & Director of Operations, 2019-Present; Vice President & Director of Operations, 2010 - 2019; Vice President & Operations Manager, 2003-2010; Operations Manager, 1999-2003.30Madison Funds (15 open end funds) and Ultra Series Fund (14 open end funds), 2023 Present. Madison Investment Holdings, Inc. (MIH), Madison Investment Advisors, LLC (MIA) and Madison Asset Management, LLC (Madison), Chief Technology Officer & Director of Operations, 2019-Present; Vice President & Director of Operations, 2010 - 2019; Vice President & Operations Manager, 2003-2010; Operations Manager, 1999-2003. Madison Funds (15 open end funds) and Ultra Series Fund (14 open end funds), 2023 Present. Name and Year of Birth Position(s) Held with Fund Term of Office and Length of Time Served Principal Occupation(s) During Past Five Years Patrick F. Ryan1979PresidentSince March 2020Madison and MIA, Head of Multi-Asset Solutions and Portfolio Manager, 2018 Present; Madison Funds and Ultra Series Fund, President, March 2020 - Present; Madison ETFs, President, June 2023 PresentSteve J. Fredricks1970Chief Compliance Officer and Assistant SecretarySince 2018Madison and MIA, Chief Legal Officer, March 2020 Present and Chief Compliance Officer, 2018 Present; Madison Funds and Ultra Series Fund, Chief Compliance Officer and Assistant Secretary, 2018 - Present; Madison ETFs, Compliance Officer and Assistant Secretary, June 2023 Present; Jackson National Asset Management, LLC, Senior Vice President and Chief Compliance Officer, 2005 2018Greg D. Hoppe1969Vice President;Chief Financial OfficerSince March 2020; Since 2019MIH and MIA, Vice President, 1999 - Present; Madison, Vice President, 2009 Present; Madison Funds and Ultra Series Fund, Chief Financial Officer, 2019 - Present; Madison ETFs, Chief Financial Officer and Treasurer, June 2023 Present29Name and Year of BirthPosition(s) Held with FundTerm of Office and Length of Time ServedPrincipal Occupation(s) During Past Five YearsKyle Schalow1995Assistant TreasurerSince July 2024Madison and MIA, Senior Accountant, 2022 - Present; Madison Funds, Ultra Series Fund and Madison ETFs Trust, Assistant Treasurer, July 2024 PresentBaker Tilly US LLP, Senior Accountant, 2018 2022Terri Wilhelm1968Secretary;Assistant SecretarySince July 2024; from 2022 - June 2024Madison and MIA, Senior Compliance Analyst, September 2022 Present; Madison Funds and Ultra Series Fund, Secretary, July 2024 - Present and Assistant Secretary 2022 June 2024; Madison ETFs, Secretary July 2024 - Present and Assistant Secretary, June 2023 July 2024;State of Wisconsin Investment Board, Senior Paralegal, 2017 2022Brandon Redwing1979Assistant Secretary andAnti-Money Laundering OfficerSince July 2024Madison and MIA, Mutual Fund Operations Manager, April 2024 - Present; Madison Funds, Ultra Series Fund and Madison ETFs Trust, Assistant Secretary and Anti-Money Laundering Officer, July 2024 Present. SS&C Technologies, Client Relationship Manager 2020 March 2024Current Board Committees, Leadership Structure and Risk Oversight Committees. The Current Board has determined that the efficient conduct of the trustees affairs makes it desirable to delegate responsibility for certain specific matters to committees of the Current Board. The committees meet as often as necessary, either in conjunction with regular meetings of the trustees or otherwise. The Current Board currently has two standing committees: the Audit Committee and the Nominating and Governance Committee.Audit Committee. The Current Board has an Audit Committee which is comprised of Richard E. Struthers (Chair), Steven P. Riege and Scott C. Jones. In addition to being independent trustees, as defined under the 1940 Act, each of these trustees also meets the additional independence requirements set forth in the NYSE Listed Company rules. The Audit Committee is charged with selecting an independent registered public accounting firm for the Fund and reviewing accounting matters with the Funds independent registered public accounting firm. The Audit Committee 30of the Current Board met four times during the last fiscal year. The Audit Committee presents the following report:The Audit Committee: (i) reviewed and discussed with management of the Fund the audited financial statements of the Fund for the fiscal year ended December 31, 2023; (ii) discussed with the Funds independent registered public accounting firm the matters required to be discussed under Public Company Accounting Oversight Board ("PCAOB") Auditing Standard No. 16, Communications with Audit Committee and all other communications required by other PCAOB Standards or Rules; and (iii) received the written disclosures and the letter from the Funds independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent accountants communications with the Audit Committee concerning the independence of the Funds independent registered public accounting firm. Based on these reviews and discussions, the Audit Committee recommended to the Current Board that the financial statements be included in the Funds Annual Report for the fiscal year ended December 31, 2023 and filed with the SEC.The Audit Committee is governed by a written charter, the most recent version of which was approved by the Current Board on May 23, 2024 (the Audit Committee Charter). In accordance with proxy rules promulgated by the SEC, the Funds Audit Committee Charter is required to be filed at least once every three years as an exhibit to the Funds proxy statement, and was last filed in 2022 as Attachment A to the Funds proxy statement. It is also available on the Funds website at www.madisonfunds.com. You may request a hard copy of the Audit Committee Charter to be mailed to you by calling the Fund toll-free at 1-800-767-0300.Nominating & Governance Committee. The Current Board has a Nominating & Governance Committee which is comprised of Steven P. Riege (Chair), Richard E. Struthers and Scott C. Jones. In addition to being independent trustees, as defined under the 1940 Act, each of these trustees also meets the additional independence requirements set forth in the NYSE Listed Company rules. The Nominating & Governance Committee of the Current Board met four times during the last fiscal year.The Nominating & Governance Committee is governed by a written charter, the most recent version of which was approved by the Current Board on February 22, 2024 (the Nominating & Governance Committee Charter). In accordance with proxy rules promulgated by the SEC, the Funds Nominating & Governance Committee Charter is required to be filed at least once every three years as an exhibit to the Funds proxy statement, and was last filed in 2022 as Attachment B to the Funds proxy statement. It is also available on the Funds website at www.madisonfunds.com. You may request a hard copy of the Nominating & Governance Committee Charter to be mailed to you by calling the Fund toll-free at 1-800-767-0300.As part of its duties, the Nominating & Governance Committee makes recommendations to the full Current Board with respect to candidates for the board. The Nominating & Governance Committee also will consider 31trustee candidates recommended by shareholders. In considering candidates submitted by shareholders, the Nominating & Governance Committee will take into consideration the needs of the board and the qualifications of the candidate. To have a candidate considered by the Nominating & Governance Committee, a shareholder must submit the recommendation in writing and must include the information required by the Procedures for Shareholders to Submit Nominee Candidates, which are set forth in Appendix A to the Nominating & Governance Committee Charter. The shareholder recommendation must be sent to the Funds Secretary, c/o Madison Asset Management, LLC, 550 Science Drive, Madison, Wisconsin 53711.Leadership Structure. The Current Board is relatively small and operates in a collegial atmosphere. Although no member is formally charged with acting as Chair, Mr. Ryan, the President of the Fund, acts as the Chairperson of board meetings. All Current Board members are expected to provide their input into establishing the boards meeting agenda. Likewise, each Current Board meeting contains a standing agenda item for any board member to raise new or additional items he or she believes is important in connection with Fund governance. The Current Board has charged Mr. Riege with acting as the lead independent trustee for purposes of communicating with Madison, the Funds Chief Compliance Officer, counsel to the independent trustees and Fund counsel on matters relating to the Current Board as a whole. The independent trustees often meet in executive session without representatives of Madison present (including meetings with counsel, the Chief Compliance Officer, and the Funds independent public accounting firm).Current Boards Role in Risk Oversight. Madison is responsible for the overall risk management of the Fund, which includes supervising its affiliated and third-party service providers and identifying and mitigating possible events that could adversely impact the Funds business, operations or performance. Risks to the Fund include investment, legal, compliance and regulatory risks, as well as the risk of operational failure or lack of business continuity. The Current Board oversees risk management of the Funds investment programs through the Audit Committee and through oversight by the Current Board itself. The Chief Compliance Officer of the Fund, who reports directly to the independent trustees, provides the Current Board with quarterly updates and a comprehensive annual report regarding the processes and controls in place to address regulatory, compliance, legal and operational risk. The Current Board exercises its oversight in conjunction with Madison, the Funds Chief Compliance Officer, Fund counsel and counsel to the independent trustees by requesting reports and presentations at regular intervals throughout the year. Additionally, the Audit Committee receives periodic reports from the Funds independent accountants. The Current Boards committee structure requires an independent trustee to serve as chair of the Nominating & Governance Committee and the Audit Committee. The Current Board receives regular written reports describing and analyzing the investment performance of the Fund. In addition, the portfolio managers of the Fund meet with the Current Board periodically to discuss portfolio performance and answer the Boards questions with respect to portfolio strategies and risks. The Current Board also receives regular written reports from the Funds Chief Financial Officer that enable the Board to monitor the number of fair valued securities in the Funds portfolio, the reasons for the fair valuation and the methodology used to arrive at the fair value. Such reports 32also include information concerning illiquid securities within the Funds portfolio. The Current Board and/or the Audit Committee may also review valuation procedures and pricing results with the Funds independent auditors in connection with the review of the results of the audit of the Funds year-end financial statements. The Current Board also receives regular compliance reports prepared by the compliance staff of Madison, and meets regularly with the Funds Chief Compliance Officer to discuss compliance issues, including compliance risks. As required under applicable rules, the independent trustees meet regularly in executive session with the Funds Chief Compliance Officer. The Current Board also adopts compliance policies and procedures for the Fund and approves such procedures as appropriate for certain of the Funds service providers. The compliance policies and procedures are specifically designed to detect and prevent violations of the federal securities laws.The Current Board recognizes that it is not possible to identify all of the risks that may affect the Fund or to develop processes and controls to eliminate or mitigate their occurrence or effects. The Current Board periodically reviews the effectiveness of its oversight of the Fund and the processes and controls in place to limit identified risks. The Current Board may, at any time and in its discretion, change the manner in which it conducts its risk oversight role.Given the small size of the Current Board, its committee structure, the openness of Current Board meetings to active input by all Current Board members, its utilization of executive sessions, the role of the lead independent trustee and the Current Boards quarterly focus on compliance and risk management, the Current Board has determined that its current leadership structure is appropriate for the protection of Fund investors.New Board Proposed Committees, Leadership Structure and Risk Oversight Committees. It is expected that the New Board will establish two standing committees, an Audit Committee and a Governance Committee. The committees are expected to meet as often as necessary, either in conjunction with regular meetings of the trustees or otherwise.Audit Committee. The Audit Committee will be generally responsible for reviewing and evaluating issues related to the accounting and financial reporting policies and internal controls of the Fund and, as appropriate, the internal controls of certain service providers, overseeing the quality and objectivity of the Funds financial statements and the audit thereof and acting as a liaison between the New Board and the Funds independent registered public accounting firm. It is expected that the Audit Committee will be composed entirely of independent trustees. The Audit Committee will be governed by a written Audit Committee Charter, which will be approved by the New Board at its first meeting. Once approved, a copy of the Audit Committee Charter will be available on the Funds website at www.xainvestments.com.Governance Committee. The Governance Committee will be responsible for recommending qualified candidates to the New Board in the event that a position is vacated or created. In considering trustee nominee candidates, the Governance Committee will take into account a wide variety of factors, including the overall diversity of the New Boards composition. It is expected that the Governance Committee will be composed entirely of 33independent trustees. It is anticipated that the Governance Committee will consider recommendations by shareholders if a vacancy were to exist. In considering candidates recommended to the Governance Committee by shareholders, the Governance Committee will take into consideration the needs of the New Board and the qualifications of the candidate. The Governance Committee may also take into consideration the number of shares held by the recommending shareholder and the length of time that such shares have been held. In order to be considered, following the Closing Date, such recommendations should be forwarded to the Secretary of the Fund, c/o XA Investments LLC, 321 North Clark Street, Suite 2430, Chicago, Illinois 60654. The Governance Committee will be governed by a written Governance Committee Charter, which will be approved by the New Board at its first meeting. Once approved, a copy of the Governance Committee Charter will be available on the Funds website at www.xainvestments.com.Leadership Structure. The primary responsibility of the New Board will be to represent the interests of the Fund and its shareholders, and to provide oversight of the management of the Fund. The New Board will be comprised of five trustees, four of whom (including the chairperson) are independent trustees and one of whom is an interested trustee. Generally, the New Board will act by majority vote of all the trustees, including a majority vote of the independent trustees if required by applicable law.It is proposed that Mr. Dingens will be appointed as the independent chairperson, who will preside at meetings of the New Board and who will be responsible for, among other things, setting the tone of New Board meetings and seeking to encourage open dialogue and independent inquiry among the New Trustees and management. The New Board will meet regularly four times each year to discuss and consider matters concerning the Fund, and also hold special meetings to address matters arising between regular meetings. Regular meetings generally will take place in-person; other meetings may take place in-person or by telephone. The New Board will establish two standing committees (as described above) and will delegate certain responsibilities to those committees, each of which will be comprised solely of independent trustees. The New Board and its committees will meet periodically throughout the year to oversee the Funds activities, review contractual arrangements with service providers, review the Funds financial statements, oversee compliance with regulatory requirements, and review performance. The independent trustees will be represented by independent legal counsel at board and committee meetings and will regularly meet outside the presence of Fund management. The New Board believes that this leadership structure, including an independent chairperson, a supermajority of independent trustees and committee membership limited to independent trustees, is appropriate in light of the characteristics and circumstances of the Fund.New Boards Role in Risk Oversight. The New Board will oversee risk directly and through the committee structure it intends to establish. As described above, the New Board expects to establish an Audit Committee and a Governance Committee to assist in its oversight functions, including its oversight of the risks of the Fund. Each committee will report its activities to the New Board on a regular basis. The New Board intends to adopt and periodically review policies, procedures and controls designed to address different types of risks, including, among others, investment risk, liquidity risk, operational risk, and valuation risk, as well as the overall business risk 34relating to the Fund. The New Board will also oversee the implementation of a variety of processes, procedures and controls by the Fund, XAI, Madison and other service providers to the Fund to address various risks. In addition, as part of the New Boards anticipated periodic review of the Funds service provider agreements, including agreements with XAI and Madison, the New Board may consider risk management aspects of the service providers operations and the functions for which they are responsible.The New Board will appoint a Chief Compliance Officer for the Fund, who will oversee the development of compliance policies and procedures of the Fund that are reasonably designed to minimize the risk of violations of the federal securities laws. The Chief Compliance Officer will report directly to the New Boards independent trustees, and will provide presentations to the New Board at its quarterly meetings and an annual report on the application of the compliance policies. The New Board will discuss relevant risks affecting the Fund with the Chief Compliance Officer at these meetings. The New Board will approve compliance policies and will review the Chief Compliance Officers reports. Further, the New Board will annually review the effectiveness of the compliance policies, as well as the appointment and compensation of the Chief Compliance Officer.The New Board will require officers of the Fund to report to the New Board on a variety of matters at regular and special meetings of the New Board and its committees, as applicable, including matters relating to risk management. The Audit Committee will also receive reports from the Funds independent registered public accounting firm on internal control and financial reporting matters. In addition, the New Board will receive reports from XAI and Madison on the investments and securities trading of the Fund. The New Board will also require XAI and Madison to report to the New Board on other matters relating to risk management on a regular and as-needed basis.Board CompensationThe following table sets forth the compensation paid to each member of the Current Board by the Fund for the Funds fiscal year ended December 31, 2023. In addition, all independent trustees are reimbursed for reasonable travel and out-of-pocket expenses incurred to attend meetings of the Current Board or its committees. The Funds interested trustees and officers receive no compensation from the Fund for performing the duties of their office. 35Trustee NameAggregate Compensationfrom FundTotal Compensation from Fund and Madison Fund Complex(1)Scott C. Jones$12,000$74,000Steven P. Riege(2)$13,000$123,000Richard E. Struthers$12,000$115,000(1) The term Madison Fund Complex refers to (i) the Madison Funds with 15 portfolios, (ii) the Ultra Series Fund with 14 portfolios, (iii) the Madison ETFs Trust with 4 active portfolios, and (iv) the Fund. (2) As lead independent trustee, Mr. Riege receives an additional $8,000 from the Madison Fund Complex, $1,000 of which is allocated to the Fund.Board Transactions with Fund AffiliatesAs of the date hereof, none of the independent trustees on the Current Board, the nominees for independent trustee on the New Board, nor their immediate family members owned beneficially or of record any securities of Madison, XAI, or any of their affiliates. In addition, during the past five years, neither the independent trustees on the Current Board, the nominees for independent trustee on the New Board, nor members of their immediate families, had a direct or indirect interest, the value of which exceeds $120,000, in Madison, XAI, or any of their affiliates. Likewise, since the beginning of the last two completed fiscal years of the Fund, neither the independent trustees on the Current Board, the nominees for independent trustee on the New Board, nor members of their immediate families had a direct or indirect interest in any transaction or series of transactions, the value of which exceeds $120,000 and to which any of the following persons was (or is to be) a party: (i) the Fund, (ii) any officer of the Fund, or (iii) Madison, XAI, or any of their affiliates. Consequences of Shareholders not approving the New BoardIf the New Board is not approved by shareholders, the Fund will abandon all three Proposals, and Madison will continue to serve as the investment adviser of the Fund and the Current Board will continue to oversee the Fund. Recommendation of the Board of TrusteesFor the reasons set forth above, the Current Board recommends that shareholders of the Fund vote FOR each New Trustee.36ADDITIONAL INFORMATIONInformation about the FundThe Fund is a closed-end management investment company organized as a Delaware statutory trust. Madison Asset Management, LLC is the investment adviser to the Fund. Madisons principal office is located at 550 Science Drive, Madison, Wisconsin 53711. In addition to investment management services, under the Existing Advisory Agreement, Madison is also responsible for managing the Funds administrative affairs under an Existing Services Agreement, and in this capacity, oversees State Street Bank and Fund Company (State Street), which currently serves as sub-administrator to the Fund. State Streets address is 801 Pennsylvania Avenue, Kansas City, Missouri 64105. The Funds current custodian is State Street, and its current transfer agent is Computershare, 150 Royall Street, Suite 101, Canton, MA 02021. The Fund does not place any brokerage transactions with any affiliates of Madison. XA Investments LLC is proposed to be the new investment adviser to the Fund as a result of the Transaction, with Madison serving as the subadviser to the Fund. XAIs principal office is located at 321 North Clark Street, Suite 2430, Chicago, Illinois 60654. Information about MadisonMadison Asset Management, LLC was founded in 1974, and is a direct, wholly-owned (100% owned) subsidiary of Madison Investment Holdings (MIH), the ultimate corporate parent of Madison. Both Madisons and MIH's principal office is located at 550 Science Drive, Madison, Wisconsin 53711. As of May 31, 2024, Madison and its affiliates managed approximately $25.7 billion in assets, including open-end mutual funds, separately managed accounts and wrap accounts. Exhibit B contains information with respect to other funds managed by Madison which have a similar investment objective as the Fund. The mailing address of principal officers and directors of MIH is 550 Science Drive, Madison, Wisconsin 53711. Information regarding the principal executive officers and directors of Madison is as follows: NameTitle/Principal OccupationSteven CarlChairman of the Board and Board Member of MIH; (Principal Executive Officer; Chief Distribution Officer)Paul LefurgeyBoard Member of MIH(Retired)Frank BurgessBoard Member of MIH(Retired)Richard EisingerBoard Member of MIH(Head of Equities, Portfolio Manager)Information about XAIXA Investments LLC was founded in 2016 by XMS Capital Partners. XAIs principal office is located at 321 North Clark Street, Suite 2430, Chicago, Illinois 60654. As of May 31, 2024, XAI and its affiliates managed $681 million in assets, including two closed-end funds. XAI also provides investment fund restructuring and consulting services focused on closed-end 37funds. Exhibit B contains information with respect to other funds managed by XAI which have a similar investment objective as the Fund. Information regarding the principal executive officers and directors of XAI is as follows:NameTitleJohn Yogi SpenceCo-Chief Executive OfficerTheodore F. BrombachCo-Chief Executive OfficerKimberly Ann FlynnPresidentBenjamin D. McCullochGeneral Counsel & Managing DirectorKevin B. DavisManaging Director & Head of SalesInformation about Independent Registered Public Accounting FirmFor the fiscal years ended December 31, 2022 and December 31, 2023, and the current fiscal year ending December 31, 2024, Deloitte & Touche LLP (D&T) has been selected as the Funds independent registered public accounting firm by the Audit Committee of the Fund to audit the accounts of the Fund. The Fund does not know of any direct or indirect financial interest of D&T in the Fund. Representatives of D&T will not be in attendance at the Meeting.Audit Fees. The aggregate fees billed to the Fund by D&T for professional services rendered for the audit of the Funds annual financial statements for the Funds fiscal years ended December 31, 2022 and December 31, 2023 were approximately $23,950 and $24,450, respectively.Audit-Related Fees. The aggregate fees billed by D&T and approved by the Audit Committee of the Fund for the Funds fiscal years ended December 31, 2022 and December 31, 2023 for assurance and related services reasonably related to the performance of the audit of the Funds annual financial statements were $0 and $0, respectively. D&T did not perform any other assurance and related services that were required to be approved by the Funds Audit Committee for such periods.Tax Fees. The aggregate fees billed by D&T and approved by the Audit Committee of the Fund for the Funds fiscal years ended December 31, 2022 and December 31, 2023 for professional services rendered for tax compliance, tax advice, and tax planning were approximately $4,652 and $4,799, respectively (such fees relate to tax services provided by D&T in connection with the review of the Funds tax returns). D&T did not perform any other tax compliance or tax planning services or render any tax advice that was required to be approved by the Funds Audit Committee for such periods.All Other Fees. Other than those services described above, D&T did not perform any other services on behalf of the Fund for the Funds fiscal years ended December 31, 2022 and December 31, 2023.Audit Committees Pre-Approval Policies and Procedures. As noted above, the Audit Committee is governed by the Audit Committee Charter, which includes Pre-Approval Policies and Procedures. The Audit Committee of the Fund has (i) pre-approved all audit and non-audit services provided by D&T to the Fund, and (ii) all non-audit services provided by D&T to Madison, or any entity controlling, controlled by, or under common control with Madison that provides ongoing services to the Fund which are related to the operations of the Fund (of which there were none), for the fiscal years ended December 3831, 2022 and December 31, 2023. None of the services described above for the Funds fiscal years ended December 31, 2022 and December 31, 2023 were approved by the Audit Committee pursuant to the pre-approval exception under Rule 2-01(c)(7)(i)(c) of Regulation S-X promulgated by the SEC.Voting InformationGeneral; Record Date. The record holders of the outstanding shares of the Fund as of the close of business on July 22, 2024 (the Record Date) are entitled to vote at the Meeting and any adjournment or postponement thereof. Each shareholder is entitled to one vote per share and a fractional vote with respect to fractional shares. Whether you expect to be personally present at the Meeting or not, we encourage you to vote by proxy. You can do this by phone or the Internet or by completing, dating, signing, and returning the accompanying proxy card using the enclosed postage prepaid envelope. By voting by proxy, your shares will be voted as you instruct. If no choice is indicated, your shares will be voted FOR each Proposal, and in the discretion of the persons named as proxies on such other matters that properly may come before the Meeting.Any shareholder giving a proxy may revoke it at any time before it is exercised at the Meeting by submitting to the Secretary of the Fund a written notice of revocation or a subsequently signed proxy card (i.e., a later-dated proxy), or by attending the Meeting and voting in person. A prior proxy can also be revoked by proxy voting again through the website or toll-free number noted on the enclosed proxy card. Proxy cards and written notices of revocation must be received by the Fund prior to the Meeting. If not so revoked, the shares represented by the proxy will be voted at the Meeting and any postponements or adjournments of the Meeting. Attendance by a shareholder at the Meeting does not by itself revoke a proxy.As of the Record Date, the Fund had 21,087,537 shares issued and outstanding.Solicitation of Proxies and Related Costs. The solicitation of proxies will occur principally by mail. In addition to solicitation by mail, certain officers and representatives of the Fund and officers and employees of Madison (who will receive no extra compensation for their services) and representatives of the Funds proxy solicitor, Computershare, may solicit proxies by telephone, the Internet, facsimile, letter, or other electronic means. If instructions are recorded by telephone, the person soliciting the proxies will use procedures designed to authenticate shareholders identities to allow shareholders to authorize the voting of their shares in accordance with their instructions, and to confirm that a shareholders instructions have been properly recorded.The expenses incurred in connection with preparing the Proxy Statement and its enclosures and all related legal and proxy solicitation expenses will be paid by Madison and/or XAI. These expenses are estimated to be approximately $250,000.Quorum. In order for a vote on any Proposal to be taken at the Meeting, there must exist a quorum of shareholders of the Fund eligible to vote on such Proposal. To have a quorum, the holders of a majority of the shares entitled to vote on each Proposal must be present in person or by proxy at the Meeting. 39For this purpose, whether a quorum exists is determined on a Proposal-by-Proposal basis.Abstentions and Broker Non-Votes. For purposes of determining the presence of a quorum for each Proposal, abstentions and broker non-votes are treated as present. Broker non-votes occur when a nominee holding shares for a beneficial owner does not vote on a Proposal because the nominee does not have discretionary voting powers with respect to that Proposal and has not received instructions from the beneficial owner. Abstentions and broker non-votes have the effect of a vote against Proposals 1 and 2, while abstentions and broker non-votes have no effect on the outcome of Proposal 3. Adjournment. It may become necessary from time to time to adjourn the Meeting in order to allow more time to solicit additional proxies, as necessary, if there are insufficient votes at the time of the Meeting to constitute a quorum or to approve any Proposal. Under the Funds governing documents, any meeting of shareholders, whether or not a quorum is present, may be adjourned from time to time by: (i) the vote of the majority of the shares represented at that meeting, either in person or by proxy; or (ii) in his or her discretion by the chairperson of the meeting. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting. Accordingly, if a quorum is not present at the Meeting with respect to any Proposal, it is expected that the holders of proxies will vote to authorize the adjournment of the Meeting with respect to such Proposal(s) in order to solicit additional proxies. Even if a quorum is present at the Meeting with respect to some or all Proposals, but there are insufficient votes to approve a Proposal, it is also expected that the holders of proxies will vote to authorize the adjournment of the Meeting to solicit additional proxies with respect to such Proposal(s). If the Meeting is adjourned, the adjourned meeting must be held not later than 180 days after the Record Date and may be held without further notice, other than an announcement at the Meeting in accordance with the Funds governing documents and as permitted under Delaware law. Votes Required to Pass the ProposalsProposal 1. In order for the New Advisory Agreement to be approved, it must be approved by the holders of a majority of the outstanding voting securities of the Fund. The term majority of the outstanding voting securities (as defined in the 1940 Act and used in this Proxy Statement) means: the affirmative vote of the lesser of (i) 67% or more of the voting securities of the Fund present at the Meeting if more than 50% of the outstanding voting securities of the Fund are present in person or by proxy, or (ii) more than 50% of the outstanding voting securities of the Fund. Proposal 2. In order for the New Subadvisory Agreement to be approved, it must be approved by the holders of a majority of the outstanding voting securities of the Fund, using the same definition of this term described above regarding Proposal 1. Proposal 3. In order for the New Trustees to be elected, the entire slate of nominees must be approved by the affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote at the Meeting. Votes withheld will have the same effect as a vote against the Proposal.Please note that if you sign, date, and return the proxy card, but do not specify a vote on each Proposal, your shares will be voted in favor of each Proposal, and in the discretion of the proxies named therein with respect to any other 40business that may properly come before the Meeting or any postponements or adjournments thereof. IMPORTANT: Each Proposal must be approved in order for the Fund to move forward with any of the Proposals. If shareholders do not approve one of the Proposals, the Fund will abandon all three Proposals, and Madison will continue to serve as the investment adviser of the Fund and the Current Board will continue to oversee the Fund. No Dissenters RightsShareholders have no rights under applicable law or the Funds Declaration of Trust or Bylaws to exercise dissenters rights of appraisal with respect to any Proposal.Summary of Certain Aspects of Delaware Control Share Acquisition StatuteThe Fund is subject to the control share acquisition statute (the Control Share Statute) contained in Subchapter III of the Delaware Statutory Trust Act (the DSTA), which became automatically applicable to listed closed-end funds, such as the Fund.The Control Share Statute provides for a series of voting power thresholds above which shares are considered control beneficial interests (referred to here as control shares). Once a threshold is reached, an acquirer has no voting rights under the DSTA with respect to shares acquired in excess of that threshold (i.e., the control shares) unless approved by shareholders of the Fund or exempted by the Board. The Control Share Statute provides procedures for an acquirer to request a shareholder meeting for the purpose of considering whether voting rights shall be accorded to control shares.The foregoing is only a summary of certain aspects of the Control Share Statute. Some uncertainty around the application under the 1940 Act of state control share statutes exists as a result of recent federal and state court decisions that have found that certain control share acquisition provisions violate the 1940 Act.Security Ownership of Management, Trustees and Principal ShareholdersAs of the Record Date, to the best of the knowledge of the Fund, no trustee or officer of the Fund beneficially owned 1% or more of the outstanding shares of the Fund, and the trustees and the officers of the Fund, as a group, beneficially owned less than 1% of the outstanding shares of the Fund. The Current Board is not aware of any arrangements, the operation of which may result in a change in control of the Fund. The following table shows the dollar range of the Funds equity securities that are beneficially owned* by each member of the Current Board and the existing officers as of the Record Date. As of the same date, the nominees for New Trustee did not hold any equity securities of the Fund. * Beneficial Ownership is determined in accordance with Section 16a-1(a)(2) of the Exchange Act.41Trustee/Officer NameDollar Range of Beneficially-Owned Securities of the FundAggregate Dollar Range of Beneficially-Owned Securities of the Madison Fund Complex(1)Scott C. JonesNoneOver $100,000Steven P. RiegeNone$10,001 - $50,000Richard E. StruthersNone$10,001 - $50,000Jill M. Friedow$0 - $10,000$50,001 - $100,000Patrick F. RyanNoneOver $100,000Steve J. FredricksNone$50,001 - $100,000Greg D. HoppeNoneOver $100,000Brandon RedwingNone$1 - $10,000Kyle SchalowNoneNoneTerri WilhelmNoneNone(1) The term Madison Fund Complex refers to (i) the Madison Funds with 15 portfolios, (ii) the Ultra Series Fund with 14 portfolios, (iii) the Madison ETFs Trust with 4 active portfolios, and (iv) the Fund.As of the Record Date, to the knowledge of the Fund, no person owned of record or owned beneficially more than 5% of the voting securities of the Fund.Section 16 Beneficial Ownership Reporting ComplianceSection 16(a) of the Exchange Act and Section 30(h) of the 1940 Act require the Funds executive officers and trustees, certain officers of the Funds investment adviser, affiliated persons of the investment adviser, and persons who beneficially own more than 10% of the Funds shares to file certain reports of ownership (Section 16 filings) with the SEC and the NYSE. Based upon the Funds review of the copies of such forms effecting the Section 16 filings received by it, the Fund believes that for Funds fiscal year ended December 31, 2023, all filings applicable to such persons were completed and filed in a timely manner.HouseholdingThe SEC has adopted rules that permit investment companies, such as the Fund, to satisfy delivery requirements for proxy statements with respect to two or more shareholders sharing the same address by delivering a single proxy statement addressed to those shareholders. This process, which is commonly referred to as householding, could result in extra convenience and cost savings for the Fund and its shareholders.If possible, depending on shareholder registration and address information, and unless you have otherwise opted out, only one copy of this Proxy Statement will be sent to shareholders at the same address. However, each shareholder will receive separate proxy cards. If you currently receive multiple copies of proxy statements or shareholder reports and would like to request to receive a single copy of documents in the future, please contact your financial services firm.42Shareholder Proposals for Subsequent MeetingsShareholder proposals intended for inclusion in the Funds proxy statement in connection with the Funds 2025 Annual Meeting of Shareholders pursuant to Rule 14a-8 under the Exchange Act, must be received by the Fund at its principal executive offices by February 12, 2025. In order for the proposals made outside of Rule 14a-8 under the Exchange Act to be considered timely within the meaning of Rule 14a-4(c) under the Exchange Act, such proposals much be received by the Fund at its principal executives offices not later than the close of business on May 3, 2025, nor earlier than the close of business on April 3, 2025. The timely submission of a proposal does not guarantee its inclusion. Whether a proposal is included in a proxy statement will be determined in accordance with applicable federal and state laws, as well as the Funds governing documents.Other Matters to Come Before the MeetingNo business other than the Proposals described in this Proxy Statement are expected to come before the Meeting, but should any other matter requiring a vote of shareholders arise, the persons named as proxies will vote thereon in their discretion according to their best judgment in the interests of the Fund and its shareholders.Dated: August 7, 2024PLEASE COMPLETE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED ENVELOPE. YOU MAY ALSO VOTE BY INTERNET OR TELEPHONE IN ACCORDANCE WITH THE INSTRUCTIONS SET FORTH ON THE ENCLOSED PROXY CARD.43EXHIBIT ANEW INVESTMENT ADVISORY AGREEMENTINVESTMENT ADVISORY AGREEMENTINVESTMENT ADVISORY AGREEMENT (the Agreement), dated as of [ ], 2024 between Madison Covered Call and Equity Strategy Fund, a Delaware statutory trust (the Trust), and XA Investments LLC, a Delaware limited liability company (the Adviser).WHEREAS, the Adviser has agreed to furnish investment management and advisory services to the Trust, a closed-end management investment company registered under the Investment Company Act of 1940, as amended (the 1940 Act);WHEREAS, the Adviser is a registered investment adviser under the Investment Advisers Act of 1940, as amended (the Advisers Act); WHEREAS, this Agreement has been approved in accordance with the provisions of the 1940 Act, and the Adviser is willing to furnish such services upon the terms and conditions herein set forth; andNOW, THEREFORE, in consideration of the mutual premises and covenants herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged, it is agreed by and between the parties hereto as follows:1. Appointment(a) The Trust hereby appoints the Adviser to act as the investment adviser to the Trust and to furnish the management and investment advisory services described herein, for the period and upon the terms herein set forth.(b) The Adviser hereby agrees, all as more fully set forth herein, to act as investment adviser to the Trust with respect to the investment of the Trusts assets and to supervise and arrange for the day-to-day operations of the Trust and the purchase of securities for and the sale of securities held in the investment portfolio of the Trust.(c) The Adviser for all purposes in this Agreement will be deemed to be an independent contractor and, unless otherwise expressly provided or authorized in this Agreement, will have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. 2. Duties and Obligations of the Adviser with Respect to Investment of Assets of the Trust. (a) Subject to the direction and control of the Trusts Board of Trustees, the Adviser shall:(i) act as investment adviser for and supervise and manage the investment and reinvestment of the Trusts assets and, in connection therewith, have complete discretion in purchasing and selling securities and other assets for the Trust and in voting, exercising consents and exercising all other rights appertaining to such securities and other A-1assets on behalf of the Trust; (ii) supervise the investment program of the Trust and the composition of its investment portfolio; and (iii) arrange, subject to the provisions of Section 5 hereof, for the purchase and sale of securities and other assets held in the investment portfolio of the Trust. (b) In performing its duties under this Section 2, the Adviser may delegate some or all of its duties and obligations under this Agreement to one or more investment sub-advisers; provided, however, that any such delegation shall be pursuant to an agreement with terms agreed upon by the Trust and approved in a manner consistent with the 1940 Act and provided, further, that no such delegation shall relieve the Adviser from its duties and obligations of management and supervision of the management of the Trusts assets pursuant to this Agreement and to applicable law.(c) The Adviser shall maintain business continuity, cybersecurity, disaster recovery and backup capabilities and facilities in keeping with industry standards and Securities and Exchange Commission (SEC) requirements through which the Adviser will be able to perform its obligations hereunder with minimal disruptions or delay. (d) To the extent prohibited by Regulation S-P, the Adviser and its affiliates will not disclose any non-public personal information, as defined in Regulation S-P, received from the Trust regarding any shareholder unless in accordance with an exception under Regulation S-P, or as otherwise may be permitted by law. The Adviser represents and warrants that, in accordance with applicable state privacy laws and Regulation S-P, it has implemented safeguards by adopting policies and procedures reasonably designed to: (i) insure the security and confidentiality of records and non-public personal information of shareholders; (ii) protect against any anticipated threats or hazards to the security or integrity of shareholder records and non-public personal information; and (iii) protect against unauthorized access to or use of such shareholder records or non-public personal information that could result in substantial harm or inconvenience to any shareholder. The Adviser shall treat confidentially all records of the Trust and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where the Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or (ii) when so requested by the Trust.(e) The Adviser acknowledges that, in compliance with the Bank Secrecy Act, as amended, the USA PATRIOT Act, and any implementing regulations thereunder (together, the AML Laws), the Trust has adopted anti-money laundering policies and procedures (the AML Policies). The Adviser agrees to comply with the Trusts AML Policies and the AML Laws, as the same may apply to the Adviser, now and in the future, and understands and agrees that the Trust may disclose information regarding the Adviser to governmental and/or regulatory or self-regulatory authorities to the extent required by applicable law or regulation and may file reports with such authorities as may be required by such law or regulation.A-2(f) The Adviser shall provide such information as may reasonably be requested by the Board under Section 15(c) of the 1940 Act in connection with its annual consideration of this Agreement.3. Duties and Obligations of the Adviser with Respect to the Management of the TrustThe Adviser shall perform the management services necessary for the operation of the Trust, including providing the Trust necessary personnel and such other services as the Adviser, subject to review by the Board of Trustees, from time to time shall determine to be necessary or useful to perform its obligations under this Agreement. The Adviser, also on behalf of the Trust, shall conduct relations with administrators, custodians, depositories, transfer agents, pricing agents, investor support service providers, investor relations providers, dividend disbursing agents, other shareholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable.4. Covenants(a) In the performance of its duties under this Agreement, the Adviser shall at all times conform to, and act in accordance with, any requirements imposed by:(i) the provisions of the 1940 Act and the Advisers Act and all applicable Rules and Regulations of the SEC; (ii) any other applicable provision of law; (iii) the provisions of this Agreement and Declaration of Trust and By-Laws of the Trust, as such documents are amended from time to time; (iv) the investment objective, policies and restrictions of the Trust as set forth in its Registration Statement on Form N-2; and (v) any policies and determinations of the Board of Trustees of the Trust.(b) The Adviser will maintain a written code of ethics (the Code of Ethics) pursuant to Rule 17j-1 under the 1940 Act, a copy of which will be provided to the Trust, and will institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Adviser will follow such Code of Ethics in performing its services under this Agreement.(c) The Adviser will maintain compliance policies and procedures adopted pursuant to Rule 206(4)-7 under the Advisers Act and Rule 38a-1 under the 1940 Act, a copy of which will be provided to the Trust, and follow such compliance policies and procedures in performing its services under this Agreement; and(d) The Adviser will cooperate with the chief compliance officer of the Trust in connection with the implementation and operation of the Trusts compliance policies and procedures adopted pursuant to Rule 38a-1 under the 1940 Act, and will prepare necessary reports and provide the Trusts chief compliance officer with access to information reasonably necessary for the Trust to comply with Rule 38a-1.A-35. Portfolio Transactions(a) In the performance of its duties under this Agreement, the Adviser will place orders either directly with the issuer or with any broker or dealer. Subject to the other provisions of this paragraph, in placing orders with brokers and dealers, the Adviser will attempt to obtain the best price and the most favorable execution of its orders, and all such brokerage placement shall be made in compliance with Section 28(e) of the Securities Exchange Act of 1934, as amended. In placing orders, the Adviser will consider the experience and skill of the firms securities traders as well as the firms financial responsibility and administrative efficiency. Consistent with this obligation, the Adviser may select brokers on the basis of the research, statistical and pricing services they provide to the Trust and other clients of the Adviser. Information and research received from such brokers will be in addition to, and not in lieu of, the services required to be performed by the Adviser hereunder. A commission paid to such brokers may be higher than that which another qualified broker would have charged for effecting the same transaction, provided that the Adviser determines in good faith that such commission is reasonable in terms either of the transaction or the overall responsibility of the Adviser to the Trust and its other clients and that the total commissions paid by the Trust will be reasonable in relation to the benefits to the Trust over the long-term. In no instance, however, will the Trusts securities be purchased from or sold to the Adviser, or any affiliated person thereof, except to the extent permitted by the SEC or by applicable law.(b) At the request of the Board of Trustees of the Trust, the Adviser will identify and provide a written description to the Board of Trustees of soft dollar arrangements that the Adviser maintains with respect to the Trust or with brokers or dealers that execute transactions for the Trust, and of research and other services provided to the Adviser by a broker or dealer (whether prepared by such broker or dealer or by a third party) as a result, in whole or in part, of the direction of Trust transactions to the broker or dealer. (c) From time to time, the Adviser or brokers or dealers affiliated with it may find themselves in a position to buy for certain of their clients (each an Account) securities which the Advisers investment advisory clients wish to sell, and to sell for certain of their clients securities which other advisory clients wish to buy. Where one of the parties is an advisory client, the Adviser or the affiliated broker or dealer cannot participate in this type of transaction (known as a cross transaction) on behalf of an advisory client and retain commissions from one or both parties to the transaction without the advisory clients consent. This is because in a situation where the Adviser is making the investment decision (as opposed to a brokerage client who makes his own investment decisions), and the Adviser or an affiliate is receiving commissions from both sides of the transaction, there is a potential conflicting division of loyalties and responsibilities on the Advisers part regarding the advisory client. The SEC has adopted a rule under the Advisers Act that permits the Adviser or its affiliates to participate on behalf of an Account in agency cross transactions if the advisory client has given written consent in advance. By execution of this Agreement, the Trust authorizes the Adviser or its affiliates to participate in agency cross transactions involving an Account. The Trust may revoke its consent at any time by written notice to the Adviser.A-46. ConfidentialityEach of the Trust and the Adviser acknowledge and agree that pursuant to this Agreement, either party may have access to the other partys confidential and proprietary information and materials concerning or pertaining to the others business. Each party will receive and hold such information in the strictest confidence, and acknowledge, represent, and warrant that it will use its best efforts to protect the confidentiality of this information. Each party agrees that, without the prior written consent of the other party, which approval shall not be unreasonably withheld, they will not use, copy, or divulge to third parties or otherwise use, except in accordance with the terms of this Agreement, any information obtained from or through the other party in connection with this Agreement; provided, however, this covenant shall not apply to information (i) which is in the public domain now or when it becomes in the public domain in the future, other than by reason of a breach of this Agreement, (ii) which has come to either party from a lawful source not bound to maintain the confidentiality of such information, other than from the other party or an affiliate or representative of that party, (iii) disclosures which are required by law, regulatory authority, regulation or legal process or are made to any regulatory agency in the normal course of an examination, audit or investigation involving such party, or (iv) disclosure as reasonably necessary in the course of business to third parties subject to a duty to maintain the confidentiality of the information.7. Services Not Exclusive(a) Nothing in this Agreement shall prevent the Adviser or any officer, employee or other affiliate thereof from acting as investment adviser for any other person, firm or corporation, or from engaging in any other lawful activity, and shall not in any way limit or restrict the Adviser or any of its officers, employees or agents from buying, selling or trading any securities for its or their own accounts or for the accounts of others for whom it or they may be acting; provided, however, that the Adviser will undertake no activities which, in its judgment, will adversely affect the performance of its obligations under this Agreement.(b) The Adviser may manage other investment accounts and funds, including those with investment objectives similar to the Trust. Securities considered as investments for the Trust may also be appropriate for other investment accounts and funds that may be managed by the Adviser. Subject to applicable laws and regulations, the Adviser will attempt to allocate equitably portfolio transactions among the portfolios of its other investment accounts and funds purchasing securities whenever decisions are made to purchase or sell securities by the Trust and one or more of such other accounts or funds simultaneously. In making such allocations, the main factors to be considered by the Adviser will be the respective investment objectives of the Trust and such other accounts and funds, the relative size of portfolio holdings of the same or comparable securities, the availability of cash for investment by the Trust and such other accounts and funds, the size of investment commitments generally held by the Trust and such accounts and funds, and the opinions of the persons responsible for recommending investments to the Trust and such other accounts and funds. 8. Books and Records(a) The Adviser undertakes and agrees to maintain or cause others to maintain, in the form and for the period required by Rule 31a-2 A-5under the 1940 Act, all records relating to the Trusts investments that are required to be maintained by the Trust pursuant to the 1940 Act with respect to the Advisers responsibilities under this Agreement for the Trust, and which are not otherwise maintained by the administrator, fund accounting agent, custodian or other service providers to the Trust.(b) In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Adviser hereby agrees that all records which it maintains for the Trust are the property of the Trust and further agrees to surrender promptly to the Trust any such records upon the Trusts request. 9. CustodyNothing in this Agreement will require the Adviser to take or receive physical possession of cash, securities, or other investments of the Trust. 10. Expenses(a) During the term of this Agreement, the Adviser will bear all costs and expenses of its employees and any overhead incurred in connection with its duties hereunder, except as provided pursuant to paragraph (c) of this Section 10, and shall bear the costs of any salaries or trustees fees of any officers or trustees of the Trust who are affiliated persons (as defined in the 1940 Act) of the Adviser.(b) The Trust will bear all other costs, fees and expenses of its operations and transactions, including those relating to: (1) organization; (2) calculation of the Trusts net asset value (including the cost and expenses of any independent valuation firm, agent or other provider); (3) expenses payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for the Trust and in monitoring the Trusts investments; (4) interest payable on indebtedness and dividends and distributions on preferred shares, as applicable, if any, incurred to finance the Trusts investments; (5) offerings of the Trusts common shares and other securities (including, all fees, costs and expenses related thereto); (6) fees payable to third parties, including agents, legal counsel, consultants or other advisors, relating to, or associated with, evaluating and making investments; (7) administrator, transfer agent and custodian fees; (8) federal and state registration fees; (9) all costs of registration and listing the Trusts shares on any securities exchange; (10) federal, state and local taxes; (11) independent trustees fees and expenses; (12) costs of preparing and filing reports or other documents required by governmental bodies (including the SEC), including printing costs; (13) costs of any reports, proxy statements or other notices to shareholders, including printing costs; (14) insurance premiums for fidelity bond and other insurance coverage, including the Trusts allocable portion of the fidelity bond, trustees and officers errors and omissions liability insurance, including independent trustees liability insurance, and any other insurance premium; (15) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; (16) brokerage commissions, assignment fees and other costs in connection with the purchase, holding or sale of securities and other investment instruments (including, without limitation, security settlement costs); (17) expenses incidental to holding meetings of the Trusts shareholders, including proxy solicitations therefor; provided, however, that the Trust will not bear such expenses with respect to any meeting of the Trusts shareholders held for the purpose of seeking shareholder approval of a new investment advisory agreement in connection A-6with a change of control of the Adviser; (18) unusual, non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust is a party and legal obligations that the Trust may have to indemnify the Trusts directors, officers and/or employees or agents with respect to these actions, suits or proceedings; and (19) all other expenses incurred by the Trust in connection with administering the Trusts business.(c) The Trust may, if and to the extent approved by the Board of Trustees, including a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, from time to time reimburse the Adviser for certain costs and expenses incurred by the Adviser in connection with the management of the Trusts assets, which may include the Trusts allocable share of portfolio management and trading software costs, research expenses (including modeling and analytic software costs), diligence expenses and out-of-pocket travel costs incurred in connection with the management of the Trusts assets. For the avoidance of doubt, in no event shall expenses associated with the general overhead of the Adviser be reimbursed by the Trust.11. Compensation of the Adviser(a) The Trust agrees to pay to the Adviser and the Adviser agrees to accept as full compensation for all services rendered by the Adviser as such, a monthly fee in arrears at an annual rate equal to 0.80% of the Trusts average daily value of the Trusts Managed Assets. For any period less than a month during which this Agreement is in effect, the fee shall be prorated according to the proportion which such period bears to a full month of 28, 29, 30 or 31 days, as the case may be. (b) Managed Assets means the total assets of the Trust, including the assets attributable to the proceeds from financial leverage (including through the issuance of preferred shares or the issuance of senior securities representing indebtedness), minus liabilities, other than liabilities related to any financial leverage. (c) For purposes of this Agreement, the total assets of the Trust shall be calculated pursuant to the procedures adopted by resolutions of the Trustees of the Trust for calculating the value of the Trusts assets.(d) The Adviser may elect from time to time, in its sole discretion, to waive its right to reimbursement or its receipt of the advisory fee.12. Representations and Warranties(a) The Trust represents and covenants to the Adviser as follows:(i) The Trust is duly organized and validly existing under the laws of the State of Delaware with the power to own and possess its assets.(ii) The execution, delivery and performance by the Trust of this Agreement are within the Trusts powers and have been duly authorized by all necessary actions of the Board of Trustees, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or A-7regulation, (ii) the Trusts governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instruments binding upon the Trust.(iii) The Trust is, or will be prior to commencing operations, registered as a closed-end management investment company under the 1940 Act and the Trusts shares are, or will be prior to commencing operations, registered under the Securities Act of 1933, as amended, and under any applicable state securities laws, or exempt from such registration.(b) The Adviser represents and covenants to the Trust as follows:(i) The Adviser is duly organized and validly existing under the laws of the State of Delaware.(ii) The execution, delivery and performance by the Adviser of this Agreement are within the Advisers powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance of this Agreement by the parties to this Agreement, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Advisers governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instruments binding upon the Adviser.(iii) The Adviser is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement.13. Limitation on LiabilityThe Adviser will not be liable for any error of judgment or mistake of law or for any loss suffered by Adviser or by the Trust in connection with the performance of this Agreement, except a loss resulting from a breach of a fiduciary duty with respect to the receipt of compensation for services or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder).14. IndemnificationThe Trust shall indemnify, defend and protect the Adviser, its members and their respective officers, managers, partners, agents, employees, controlling persons, members and any other person affiliated with any of them (collectively, the Indemnified Parties) (each of whom shall be deemed a third party beneficiary hereof) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, A-8investigation or other proceeding (including an action or suit by or in the right of the Trust or its security holders) arising out of or otherwise based upon the performance of any of the Advisers duties or obligations under this Agreement or otherwise as an investment adviser of the Trust. Notwithstanding the foregoing provisions of this Section 12 to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Trust or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of any Indemnified Partys duties or by reason of the reckless disregard of the Advisers duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder).15. Duration and Termination(a) This Agreement shall become effective as of the date hereof and, unless sooner terminated with respect to the Trust as provided herein, shall continue in effect for a period of two years. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Trust for successive periods of 12 months, provided such continuance is specifically approved at least annually by both:(i) the vote of a majority of the Trusts Board of Trustees or the vote of a majority of the outstanding voting securities of the Trust at the time outstanding and entitled to vote, and (ii) the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. (b) Notwithstanding the foregoing, this Agreement may be terminated by the Trust at any time, without the payment of any penalty, upon giving the Adviser 60 days notice (which notice may be waived by the Adviser), provided that such termination by the Trust shall be directed or approved by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Trust at the time outstanding and entitled to vote, or by the Adviser on 60 days written notice to the Trust (which notice may be waived by the Trust). (c) This Agreement will immediately terminate in the event of its assignment. (d) As used in this Agreement, the terms majority of the outstanding voting securities, interested person and assignment shall have the same meanings of such terms in the 1940 Act.(e) The terms of Sections 6, 8, 13 and 14, 18, 19 and 20 of this Agreement shall survive the termination of this Agreement.16. NoticesAny notice under this Agreement shall be in writing to the other party at such address as the other party may designate from time to time for the receipt of such notice and shall be deemed to be received on the earlier of the date actually received or on the fourth day after the postmark if such notice is A-9mailed first class postage prepaid.17. Amendment of this AgreementNo provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. Any amendment of this Agreement shall be subject to the 1940 Act.18. Governing LawThis Agreement shall be governed by and construed in accordance with the laws of the State of Delaware for contracts to be performed entirely therein without reference to choice of law principles thereof and in accordance with the applicable provisions of the 1940 Act.19. Use of the NameThe Adviser has consented to the use by the Trust of the name or identifying word XA, XAI or XA Investments in the name of the Trust. Such consent is conditioned upon the employment of the Adviser as the investment adviser to the Trust. The name or identifying word XA, XAI or XA Investments may be used from time to time in other connections and for other purposes by the Adviser and any of its affiliates. The Adviser may require the Trust to cease using XA, XAI or XA Investments in the name of the Trust, if the Trust ceases to employ, for any reason, the Adviser, any successor thereto or any affiliate thereof as investment adviser of the Trust. If so required by the Adviser, the Trust will cease using XA, XAI or XA Investments in its name as promptly as practicable and make all reasonable efforts to remove XA, XAI or XA Investments from its name.20. Miscellaneous(a) The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.(b) If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. (c) Nothing contained in this Agreement will be deemed to require the Trust to take any action contrary to the Trusts Amended and Restated Agreement and Declaration of Trust or By-laws, as they may be amended and/or restated from time to time, or any applicable statute or regulation, or to relieve or deprive the Board of Trustees of its responsibility for and control of the conduct of the affairs of the Trust. (d) This Agreement shall be binding on, and shall inure to the benefit of the parties hereto and their respective successors.(e) This Agreement may be executed in counterparts by the parties hereto, each of which shall constitute an original counterpart, and all of which, together, shall constitute one Agreement. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.A-10(f) This Agreement constitutes the entire understanding and agreement, and supersedes any and all other proposals, understandings, and agreements among the parties with respect to the subject matter hereof.IN WITNESS WHEREOF, the parties hereto have caused the foregoing instrument to be executed by their duly authorized officers, all as of the day and the year first above written.MADISON COVERED CALL & EQUITY STRATEGY FUNDBy: Name: Title: XA INVESTMENTS LLCBy: Name: Title: A-11EXHIBIT BNEW SUBADVISORY AGREEMENTINVESTMENT SUBADVISORY AGREEMENTINVESTMENT SUB-ADVISORY AGREEMENT (the Agreement), dated as of [ ], 2024 (the Effective Date) among Madison Covered Call and Equity Strategy Fund, a Delaware statutory trust (the Trust), XA Investments LLC, a Delaware limited liability company (the Adviser), and Madison Asset Management, LLC a Wisconsin limited liability company (the Sub-Adviser).WHEREAS, the Adviser has agreed to furnish investment management and advisory services to the Trust, a closed-end management investment company registered under the Investment Company Act of 1940, as amended (the 1940 Act);WHEREAS, the investment advisory agreement between the Adviser and the Trust dated as of [ ] (such agreement or the most recent successor agreement between such parties relating to advisory services to the Trust is referred to herein as the Investment Advisory Agreement) contemplates that the Adviser may sub-contract investment advisory services with respect to the Trust to a sub-adviser(s) pursuant to a sub-advisory agreement(s) agreeable to the Trust and approved in accordance with the provisions of the 1940 Act;WHEREAS, the Adviser wishes to retain the Sub-Adviser to provide certain sub-advisory services; WHEREAS, the Sub-Adviser is a registered investment adviser under the Investment Advisers Act of 1940, as amended (the Advisers Act); andWHEREAS, this Agreement has been approved in accordance with the provisions of the 1940 Act, and the Sub-Adviser is willing to furnish such services upon the terms and conditions herein set forth;NOW, THEREFORE, in consideration of the mutual premises and covenants herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged, it is agreed by and between the parties hereto as follows:1. Appointment(a) The Adviser hereby appoints the Sub-Adviser to act as the investment sub-adviser to the Trust and to furnish the services described herein, for the period and upon the terms herein set forth.(b) The Sub-Adviser hereby agrees, all as more fully set forth herein, to act as investment sub-adviser to the Trust and to furnish the services described below with respect to the investment of the Trusts assets and the purchase of securities for and the sale of securities held in the investment portfolio of the Trust.(c) The Sub-Adviser for all purposes in this Agreement will be deemed to be an independent contractor and, unless otherwise expressly provided or authorized in this Agreement, will have no authority to act for or represent the Adviser or the Trust in any way B-1or otherwise be deemed an agent of the Adviser or the Trust. 2. Duties and Obligations of the Sub-Adviser with Respect to Investment of Assets of the Trust(a) Subject to the oversight and supervision of the Adviser and direction and control of the Trusts Board of Trustees, the Sub-Adviser will act as sub-adviser for the Trust and perform one or more of the following services at the request of the Adviser in connection with the investment and reinvestment of the Trusts assets: (i) managing the investment and reinvestment of the assets of the Trust in accordance with the investment policies and guidelines of the Trust;(ii) subject to the provisions of Section 4 hereof, purchasing and selling securities and other assets for the Trust and placing orders for purchases and sales of assets of the Trust; (iii) providing investment research and credit analysis concerning the assets of the Trust; (iv) monitoring on a daily basis the investment activities and portfolio holdings relating to the Trust;(v) voting proxies relating to the Trusts portfolio securities in accordance with the proxy voting policies and procedures of the Sub-Adviser; and(vi) settlement of transactions and completing corporate actions. (b) At the request of the Adviser, the Sub-Adviser will also, subject to the oversight and supervision of the Adviser and the direction and control of the Trusts Board of Trustees, consult with the Adviser as to the overall management of the assets of the Trust and the investment policies and practices of the Trust, including (but not limited to) the use by the Trust of financial leverage and matters relating to such financial leverage (e.g., form, amount and costs) and the utilization by the Trust of any interest rate or other hedging or risk management transactions in connection therewith. (c) In addition, the Sub-Adviser will keep the Trust and the Adviser informed of developments relating to the Sub-Adviser or the Trusts investments materially affecting the Trust and shall, upon request, furnish to the Adviser and the Trust all information relevant to such developments. (d) The Sub-Adviser will periodically communicate to the Adviser or other service providers of the Trust, at such times as the Adviser may request, information concerning the purchase and sale of securities for the Trust and such other information as the Adviser may reasonably require for purposes of fulfilling its obligations to the Trust under the Investment Advisory Agreement.(e) In addition to the investment policies and guidelines of the Trust, the Adviser may from time to time communicate to the Sub-Adviser instructions (the Instructions) in writing that limit or supplement the investment policies and guidelines and are subject to approval by the Sub-B-2Adviser, which approval shall not be unreasonably withheld. Neither the investment policies and guidelines nor the Instructions shall require the Sub-Adviser to obtain capabilities or resources beyond those it possesses as of the Effective Date. The Adviser shall promptly notify the Sub-Adviser, in writing, of any change in the investment policies and guidelines that is made for any reason, including but not limited to a change by the Adviser, the Trust or in any applicable law or regulation. The Adviser acknowledges that the Sub-Adviser may be required to terminate delivery of certain data or services used in managing the Trust in the event the Sub-Adviser is no longer able to obtain such data or services.(f) The Sub-Adviser shall maintain business continuity, cybersecurity, disaster recovery and backup capabilities and facilities in keeping with industry standards and Securities and Exchange Commission (SEC) requirements through which the Sub-Adviser will be able to perform its obligations hereunder with minimal disruptions or delay. (g) To the extent prohibited by Regulation S-P, the Sub-Adviser and its affiliates will not disclose any non-public personal information, as defined in Regulation S-P, received from the Trust regarding any shareholder unless in accordance with an exception under Regulation S-P, or as otherwise may be permitted by law. The Sub-Adviser represents and warrants that, in accordance with applicable state privacy laws and Regulation S-P, it has implemented safeguards by adopting policies and procedures reasonably designed to: (i) insure the security and confidentiality of records and non-public personal information of shareholders; (ii) protect against any anticipated threats or hazards to the security or integrity of shareholder records and non-public personal information; and (iii) protect against unauthorized access to or use of such shareholder records or non-public personal information that could result in substantial harm or inconvenience to any shareholder. The Sub-Adviser shall treat confidentially all records of the Trust and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where the Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or (ii) when so requested by the Trust.(h) The Sub-Adviser acknowledges that, in compliance with the Bank Secrecy Act, as amended, the USA PATRIOT Act, and any implementing regulations thereunder (together, the AML Laws), the Trust has adopted anti-money laundering policies and procedures (the AML Policies). The Sub-Adviser agrees to comply with the Trusts AML Policies and the AML Laws, as the same may apply to the Sub-Adviser, now and in the future, and understands and agrees that the Trust may disclose information regarding the Sub-Adviser to governmental and/or regulatory or self-regulatory authorities to the extent required by applicable law or regulation and may file reports with such authorities as may be required by such law or regulation.(i) The Sub-Adviser shall provide such information as may reasonably be requested by the Adviser and/or the Board of Trustees under Section 15(c) of the 1940 Act in connection with its annual consideration of this Agreement.B-3(i) Nothing in this Agreement is deemed to impose on the Sub-Adviser responsibility for the preparation of the Trusts financial statements or the Trusts other financial and regulatory filing and reporting obligations, provided that the Sub-Adviser shall provide sub-certifications in the form reasonably requested by the Trust relating to the Sub-Advisers services under this Agreement to assist the Trust in complying with the provisions of the Sarbanes-Oxley Act of 2002.3. Covenants(a) In the performance of its duties under this Agreement, the Sub-Adviser shall at all times conform to, and act in accordance with, any requirements imposed by:(i) the provisions of the 1940 Act and the Advisers Act and all applicable Rules and Regulations of the SEC; (ii) any other applicable provision of law; (iii) the provisions of this Agreement and Declaration of Trust and By-Laws of the Trust, as such documents are amended from time to time; (iv) the investment objective, policies and restrictions of the Trust as set forth in its Registration Statement on Form N-2 and as supplemented from time to time by the Trusts shareholder reports and other SEC filings; and (v) any policies and determinations of the Board of Trustees of the Trust.(b) The Sub-Adviser will not consult with any other sub-adviser of the Trust or any other sub-adviser to a fund under common control with the Trust concerning transactions of the Trust in securities or other assets.(c) The Sub-Adviser will maintain a written code of ethics (the Code of Ethics) pursuant to Rule 17j-1 under the 1940 Act, a copy of which will be provided to the Trust and the Adviser, and will institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Sub-Adviser will follow such Code of Ethics in performing its services under this Agreement.(d) The Sub-Adviser will maintain compliance policies and procedures adopted pursuant to Rule 206(4)-7 under the Advisers Act and Rule 38a-1 under the 1940 Act, a copy of which will be provided to the Trust and the Adviser, and follow such compliance policies and procedures in performing its services under this Agreement; and(e) The Sub-Adviser will cooperate with the chief compliance officer of the Trust in connection with the implementation and operation of the Trusts compliance policies and procedures adopted pursuant to Rule 38a-1 under the 1940 Act, and will prepare necessary reports and provide the Trusts chief compliance officer with access to information reasonably necessary for the Trust to comply with Rule 38a-1.4. Portfolio Transactions(a) In the performance of its duties under this Agreement, the Sub-Adviser will place orders either directly with the issuer or with any broker B-4or dealer. Subject to the other provisions of this paragraph, in placing orders with brokers and dealers, the Sub-Adviser will attempt to obtain the best price and the most favorable execution of its orders, and all such brokerage placement shall be made in compliance with Section 28(e) of the Securities Exchange Act of 1934, as amended. In placing orders, the Sub-Adviser will consider the experience and skill of the firms securities traders as well as the firms financial responsibility and administrative efficiency. Consistent with this obligation, the Sub-Adviser may select brokers on the basis of the research, statistical and pricing services they provide to the Trust and other clients of the Sub-Adviser. Information and research received from such brokers will be in addition to, and not in lieu of, the services required to be performed by the Sub-Adviser hereunder. A commission paid to such brokers may be higher than that which another qualified broker would have charged for effecting the same transaction, provided that the Sub-Adviser determines in good faith that such commission is reasonable in terms either of the transaction or the overall responsibility of the Sub-Adviser to the Trust and its other clients and that the total commissions paid by the Trust will be reasonable in relation to the benefits to the Trust over the long-term. In no instance, however, will the Trusts securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except to the extent permitted by the SEC or by applicable law.(b) At the request of the Adviser or the Trust, the Sub-Adviser will identify and provide a written description to the Adviser and the Board of Trustees of the Trust of soft dollar arrangements that the Sub-Adviser maintains with respect to the Trust or with brokers or dealers that execute transactions for the Trust, and of research and other services provided to the Sub-Adviser by a broker or dealer (whether prepared by such broker or dealer or by a third party) as a result, in whole or in part, of the direction of Trust transactions to the broker or dealer. (c) From time to time, the Sub-Adviser or brokers or dealers affiliated with it may find themselves in a position to buy for certain of their clients (each an Account) securities which the Sub-Advisers investment advisory clients wish to sell, and to sell for certain of their clients securities which advisory clients wish to buy. Where one of the parties is an advisory client, the Sub-Adviser or the affiliated broker or dealer cannot participate in this type of transaction (known as a cross transaction) on behalf of an advisory client and retain commissions from one or both parties to the transaction without the advisory clients consent. This is because in a situation where the Sub-Adviser is making the investment decision (as opposed to a brokerage client who makes his own investment decisions), and the Sub-Adviser or an affiliate is receiving commissions from both sides of the transaction, there is a potential conflicting division of loyalties and responsibilities on the Sub-Advisers part regarding the advisory client. However, the SEC has adopted a rule under the Advisers Act that permits the Sub-Adviser or its affiliates to participate on behalf of an Account in agency cross transactions if the advisory client has given written consent in advance. Therefore, by execution of this Agreement, the Trust authorizes the Sub-Adviser or its affiliates to participate in agency cross transactions involving an Account. The Trust may revoke its consent at any time by written notice to the Sub-Adviser.5. ConfidentialityEach of the Trust, the Adviser and the Sub-Adviser acknowledge and agree that in satisfying its respective obligations under and performing B-5services in connection with this Agreement, any party may have access to another partys confidential and proprietary information and materials concerning or pertaining to the others business (confidential information). Each party will receive and hold such information in the strictest confidence, and acknowledge, represent, and warrant that it will use its best efforts to protect the confidentiality of this information to the same degree of care as it would its own confidential information. Each party agrees that, without the prior written consent of the other party, which approval shall not be unreasonably withheld, such party will not use, copy, or divulge to third parties or otherwise use, except in accordance with the terms of this Agreement, any confidential information of another party without the prior written consent of such other party; provided, however, this covenant shall not apply to (i) information which is in the public domain now or when it becomes in the public domain in the future, other than by reason of a breach of this Agreement, (ii) information which has come to a party from a lawful source not bound to maintain the confidentiality of such information, other than from any other party or an affiliate or representative of that party, (iii) information which is independently developed without the use of confidential information, (iv) disclosures which are required by law, regulatory authority, regulation or legal process or are made to any regulatory agency in the normal course of an examination, audit or investigation involving such party, or (v) disclosure as reasonably necessary in the course of business to third parties subject to a duty to maintain the confidentiality of the information. Notwithstanding the foregoing, the Sub-Adviser may disclose information it receives from or on behalf of the Trust or the Adviser to officers and employees of the Sub-Adviser or any of its affiliates in the course of providing the services under this Agreement and the Sub-Adviser may disclose the Trusts TIN information to third parties as required to perform the Sub-Advisers services under this Agreement. 6. Services Not Exclusive(a) Nothing in this Agreement shall prevent the Sub-Adviser or any officer, employee or other affiliate thereof from acting as investment adviser for any other person, firm or corporation, or from engaging in any other lawful activity, and shall not in any way limit or restrict the Sub-Adviser or any of its officers, employees or agents from buying, selling or trading any securities for its or their own accounts or for the accounts of others for whom it or they may be acting; provided, however, that the Sub-Adviser will undertake no activities which, in its judgment, will adversely affect the performance of its obligations under this Agreement.(b) The Sub Adviser currently manages, and may in the future manage, other investment accounts and funds, including those with investment objectives similar to the Trust. Securities considered as investments for the Trust may also be appropriate for other investment accounts and funds that may be managed by the Sub-Adviser. Subject to applicable laws and regulations, the Sub-Adviser will attempt to allocate equitably portfolio transactions among the portfolios of its other investment accounts and funds purchasing securities whenever decisions are made to purchase or sell securities by the Trust and one or more of such other accounts or funds over time. In making such allocations, the main factors to be considered by the Sub-Adviser will be the respective investment objectives of the Trust and such other accounts and funds, the relative size of portfolio holdings of the same or comparable securities, the availability of cash for investment by the Trust and such other accounts and funds, the size of investment commitments generally B-6held by the Trust and such accounts and funds, and the opinions of the persons responsible for recommending investments to the Trust and such other accounts and funds. 7. Books and Records(a) The Sub-Adviser undertakes and agrees to maintain or cause others to maintain, in the form and for the period required by Rule 31a-2 under the 1940 Act, all records relating to the Trusts investments that are required to be maintained by the Trust pursuant to the 1940 Act with respect to the Sub-Advisers responsibilities under this Agreement for the Trust, and which are not otherwise maintained by the administrator, fund accounting agent, custodian or other service providers to the Trust.(b) In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which it maintains for the Trust are the property of the Trust and further agrees to surrender promptly to the Trust any such records upon the Trusts request, except for any software or other intellectual property that is proprietary to, or owned or licensed by, the Sub-Adviser or any of its affiliates, which shall remain the property of the Sub-Adviser. Notwithstanding the foregoing, the Sub-Adviser shall retain those original records or copies of records in order to comply with the Advisers Act record keeping requirement, applicable law and its own internal policies.(c) Each of the Adviser and the Trust shall own, have custody of and maintain its general corporate accounts and records. At reasonable times and upon reasonable notice, the Trust shall provide the Sub-Adviser with access to all books, records, accounts, facilities, and personnel necessary or appropriate for the performance of the Sub-Advisers obligations under this Agreement. 8. CustodyNothing in this Agreement will require the Sub-Adviser to take or receive physical possession of cash, securities, or other investments of the Trust. The Trust shall select, engage and maintain at the Trusts expense one or more custodians meeting the requirements of Section 17(f) of the 1940 Act and the rules, regulations and interpretations thereunder (each a Custodian) to serve as Custodian(s) of the Trust assets. The Adviser shall provide the Sub-Adviser, in writing, the identity of each Custodian, any change in a Custodian and all other information regarding the Custodian(s) required for the Sub-Adviser to carry out its duties under this Agreement. The Adviser shall notify each Custodian of the appointment of the Sub-Adviser and of the authority of the Sub-Adviser to effect investments with respect to the Trust assets. All transactions authorized by this Agreement are made by payment to or delivery by the Custodian(s). The Sub-Adviser shall have no rights or responsibilities, including to direct payment or move cash or assets of the Trust, that would be defined as taking custody under the Advisers Act. In connection with the Trusts custody agreement(s), the Adviser and the Trust will ensure that no such rights are given to the Sub-Adviser. The Trust and the Adviser will ensure that the Sub-Adviser may use the Depositary Trust Companys Institutional Delivery System for trade confirmation and settlement. B-79. Expenses(a) During the term of this Agreement, the Sub-Adviser will bear all costs and expenses of its employees and any overhead incurred in connection with its duties hereunder, except as provided pursuant to paragraph (d) of this Section 9, and shall bear the costs of any salaries or trustees fees of any officers or trustees of the Trust who are affiliated persons (as defined in the 1940 Act) of the Sub-Adviser.(b) The Sub-Adviser shall not be responsible for any expenses of the Adviser or the Trust not specifically set forth in this Section 9 or otherwise in any written agreement between the Sub-Adviser and the Trust or the Adviser, as the case may be.(c) The Trust will bear all other costs, fees and expenses of its operations and transactions, including those relating to: (1) organization; (2) calculation of the Trusts net asset value (including the cost and expenses of any independent valuation firm, agent or other provider); (3) expenses payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for the Trust and in monitoring the Trusts investments; (4) interest payable on indebtedness and dividends and distributions on preferred shares, as applicable, if any, incurred to finance the Trusts investments; (5) offerings of the Trusts common shares and other securities (including, all fees, costs and expenses related thereto); (6) fees payable to third parties, including agents, legal counsel, consultants or other advisors, relating to, or associated with, evaluating and making investments; (7) administrator, transfer agent and custodian fees; (8) federal and state registration fees; (9) all costs of registration and listing the Trusts shares on any securities exchange; (10) federal, state and local taxes; (11) independent trustees fees and expenses; (12) costs of preparing and filing reports or other documents required by governmental bodies (including the SEC), including printing costs; (13) costs of any reports, proxy statements or other notices to shareholders, including printing costs; (14) insurance premiums for fidelity bond and other insurance coverage, including the Trusts allocable portion of the fidelity bond, trustees and officers errors and omissions liability insurance, including independent trustees liability insurance, and any other insurance premium; (15) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; (16) brokerage commissions, assignment fees and other costs in connection with the purchase, holding or sale of securities and other investment instruments (including, without limitation, security settlement costs; (17) expenses incidental to holding meetings of the Trusts shareholders, including proxy solicitations therefor; provided, however, that the Trust will not bear such expenses with respect to any meeting of the Trusts shareholders held for the purpose of seeking approval of a new investment sub-advisory agreement in connection with a change of control of the Sub-Adviser; (18) unusual, non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust is a party and legal obligations that the Trust may have to indemnify the Trusts directors, officers and/or employees or agents with respect to these actions, suits or proceedings; and (19) all other expenses incurred by the Trust in connection with administering the Trusts business.B-810. Compensation of the Sub-Adviser(a) The Trust agrees to pay to the Sub-Adviser, and the Sub-Adviser agrees to accept as full compensation for all services rendered by the Sub-Adviser under this Agreement, a monthly fee in arrears in an amount equal to the specified percentage of the advisory fee payable to the Adviser from the Trust (the Sub-Advisory Fee):Average Daily Managed AssetsSub-Adviser Percentage of Management Fees / (Fee Rate)Type of Fee SplitFirst $175 million55% / (0.44%)AbsoluteGreater than $175 million and up to $25050% / (0.40%)BlendedOver $250 million*50% / (0.40%)Absolute* If the Trusts Daily Managed Assets exceed $250 million for a period of more than 10 consecutive trading days, the Trusts management fee split will be reset to 50% to the Sub-Adviser and 50% to the Adviser on an Absolute Fee Split basis.(b) For any period less than a month during which this Agreement is in effect, the fee shall be prorated according to the proportion which such period bears to a full month of 28, 29, 30 or 31 days, as the case may be.(c) Blended Fee Split means the total sub-advisory fees paid to the Sub-Adviser will be a result of different sub-advisory fee rates assessed to different asset levels. By way of example, in a theoretical scenario in which the Trust has Managed Assets of $200 million, the resulting Sub-Advisory Fees for the Sub-Adviser will be equal to (0.44% x $175 million) + (0.40% x $25 million), with a Blended Fee Split of 0.431%.(d) Absolute Fee Split means the total sub-advisory fees paid to the Sub-Adviser will be a result of the applicable fee rate multiplied by all of the Trusts Managed Assets.(e) Managed Assets means the total assets of the Trust, including the assets attributable to the proceeds from financial leverage (including through the issuance of preferred shares or the issuance of senior securities representing indebtedness), minus liabilities, other than liabilities related to any financial leverage.(f) For purposes of this Agreement, the total assets of the Trust shall be calculated pursuant to the procedures adopted by resolutions of the Trusts Board of Trustees for calculating the value of the Trusts assets.(g) The Sub-Adviser may elect from time to time, in its sole discretion, to waive its right to receipt of all or a portion of the Sub-Advisory Fee.11. Representations and Warranties(a) The Trust represents and covenants to the Sub-Adviser as follows:(i) The Trust is duly organized and validly existing under the laws of the State of Delaware with the power to own and possess its assets.B-9(ii) The execution, delivery and performance by the Trust of this Agreement are within the Trusts powers and have been duly authorized by all necessary actions of the Board of Trustees, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (1) any provision of applicable law, rule or regulation, (2) the Trusts governing instruments, or (3) any agreement, judgment, injunction, order, decree or other instruments binding upon the Trust.(iii) The Trust is, or will be prior to commencing operations, registered as a closed-end management investment company under the 1940 Act and the Trusts shares are, or will be prior to commencing operations, registered under the Securities Act of 1933, as amended, and under any applicable state securities laws, or exempt from such registration.(iv) Prior to the Sub-Adviser commencing services under this Agreement, the Trust will have legal title to the assets in the Trust and no restrictions shall exist as to the ownership or transfer of such assets unless specifically set forth in this Agreement.(b) The Adviser represents and covenants to the Sub-Adviser as follows:(i) The Adviser is duly organized and validly existing under the laws of the State of Delaware.(ii) The execution, delivery and performance by the Adviser of this Agreement are within the Advisers powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance of this Agreement by the parties to this Agreement, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (1) any provision of applicable law, rule or regulation, (2) the Advisers governing instruments, or (3) any agreement, judgment, injunction, order, decree or other instruments binding upon the Adviser.(iii) This Agreement constitutes a valid and binding obligation of the Adviser, enforceable against the Adviser in accordance with its terms, except to the extent such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, or similar laws affecting the rights of creditors generally and by general equity principles.(iv) The Adviser is not prohibited by the 1940 Act or B-10the Advisers Act from serving as investment adviser to the Trust.(v) The Adviser hereby acknowledges receipt of Sub-Advisers Form ADV, Part 2 before, or at the time of, signing this Agreement.(c) The Sub-Adviser represents and covenants to the Adviser and the Trust as follows:(i) The Sub-Adviser is duly organized and validly existing under the laws of the State of Wisconsin.(ii) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Advisers powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance of this Agreement by the parties to this Agreement, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (1) any provision of applicable law, rule or regulation, (2) the Sub-Advisers governing instruments, or (3) any agreement, judgment, injunction, order, decree or other instruments binding upon the Sub-Adviser.(iii) This Agreement constitutes a valid and binding obligation of the Sub-Adviser, enforceable against the Sub-Adviser in accordance with its terms, except to the extent such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, or similar laws affecting the rights of creditors generally and by general equity principles.(iv) The Sub-Adviser is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement.12. Certain InformationThe Adviser shall promptly notify the Sub-Adviser, and the Sub-Adviser shall promptly notify the Trust and the Adviser in writing of the occurrence of any of the following events:(a) such party failing to be registered as an investment adviser under the Advisers Act;(b) such party having been served or otherwise have notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Trust;(c) the occurrence of any change in control of such party or any parent of such party within the meaning of the 1940 Act; or B-11(d) the occurrence of any material adverse change in the business or financial position of such party. 13. Limitation on LiabilityThe Sub-Adviser will not be liable for any error of judgment or mistake of law or for any loss suffered by Sub-Adviser, the Adviser or by the Trust in connection with the performance of this Agreement, except a loss resulting from a breach of a fiduciary duty with respect to the receipt of compensation for services or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder). Nothing herein shall constitute a waiver or restriction of any partys rights under applicable federal or state securities laws.14. IndemnificationThe Trust shall indemnify, defend and protect the Sub-Adviser, its members and their respective officers, managers, partners, parent, corporate group affiliates, agents, employees, controlling persons, members, and any other person affiliated with any of them (collectively, the Indemnified Parties) (each of whom shall be deemed a third party beneficiary hereof) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Trust or its security holders) arising out of or otherwise based upon the performance of any of the Sub-Advisers duties or obligations under this Agreement or otherwise as an investment adviser of the Trust. Notwithstanding the foregoing provisions of this Section 14 to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Trust or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of any Indemnified Partys duties or by reason of the reckless disregard of the Sub-Advisers duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder).15. Duration and Termination(a) This Agreement shall become effective as of the Effective Date and, unless sooner terminated with respect to the Trust as provided herein, shall continue in effect for a period of two years. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Trust for successive periods of 12 months, provided such continuance is specifically approved at least annually by both:(i) the vote of a majority of the Trusts Board of Trustees or the vote of a majority of the outstanding voting securities of the Trust at the time outstanding and entitled to vote, and B-12(ii) the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. (b) Notwithstanding the foregoing, this Agreement may be terminated by (i) the Adviser or the Trust at any time, without the payment of any penalty, upon giving the Sub-Adviser 60 days notice (which notice may be waived by the Sub-Adviser), provided that such termination by the Trust shall be directed or approved by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Trust at the time outstanding and entitled to vote, or (ii) the Sub-Adviser on 60 days written notice to the Trust and the Adviser (which notice may be waived by the Trust or the Adviser on behalf of both the Trust and the Adviser). (c) This Agreement will immediately terminate in the event of its assignment and will immediately terminate upon any termination of the Investment Advisory Agreement between the Trust and the Adviser.(d) As used in this Agreement, the terms majority of the outstanding voting securities, interested person and assignment shall have the same meanings of such terms in the 1940 Act.(e) The terms of Sections 5, 7, 10, 13, 14, 18, 19 and 20 of this Agreement shall survive the termination of this Agreement.16. NoticesAny notice under this Agreement shall be in writing to the other parties and shall be considered as properly given or made if (a) sent by overnight delivery by a nationally recognized air courier service, (b) sent by electronic mail with no receipt of error in the delivery, or (c) mailed by registered or certified mail, return receipt requested, and if addressed to the respective address listed below:If to Adviser, to: XA Investments, LLC 321 North Clark Street #2430 Chicago, IL 60654 Attention: General CounselIf to the Trust, to:Madison Covered Call & Equity Strategy Fund 321 North Clark Street #2430 Chicago, IL 60654 Attention: Chief Executive OfficerIf to Sub-Adviser, to:Madison Investment Holdings, Inc. 550 Science Drive Madison, WI 53711 Attention: Steven A. Carlor at such address as the other party may designate from time to time for the receipt of such notice and shall be deemed effective on receipt.17. Amendment of this AgreementNo provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. Any amendment of this Agreement shall be subject to the 1940 Act.B-1318. Governing LawThis Agreement shall be governed by and construed in accordance with the laws of the State of Delaware for contracts to be performed entirely therein without reference to choice of law principles thereof and in accordance with the applicable provisions of the 1940 Act. WAIVER OF JURY TRIAL AND PUNITIVE DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND ANY RIGHT TO SEEK PUNITIVE OR CONSEQUENTIAL DAMAGES.19. Use of the NameThe Sub-Adviser has consented to the use by the Trust of the name or identifying word Madison in the name of the Trust. Such consent is conditioned upon the employment of the Sub-Adviser as the investment sub-adviser to the Trust. The name or identifying word Madison may be used from time to time solely in connection with the Sub-Advisers services under this Agreement. The Sub-Adviser may require the Trust to cease using Madison in the name of the Trust, if the Trust ceases to employ, for any reason, the Sub-Adviser, any successor thereto or any affiliate thereof as investment sub-adviser of the Trust. If so required by the Sub-Adviser, the Trust will cease using Madison in its name as promptly as practicable and make all reasonable efforts to remove Madison from its name.20. Miscellaneous(a) The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.(b) If any provision of this Agreement is invalid, illegal, or unenforceable under applicable law of mandatory application, the validity, legality, and enforceability of that provision or condition in other instances and of the remaining provisions and conditions are not in any way affected thereby. (c) Nothing contained in this Agreement will be deemed to require the Trust to take any action contrary to the Trusts Amended and Restated Agreement and Declaration of Trust or By-laws, as they may be amended and/or restated from time to time, with notice to the Sub-Adviser, or any applicable statute or regulation, or to relieve or deprive the Board of Trustees of its responsibility for and control of the conduct of the affairs of the Trust. (d) This Agreement shall be binding on, and shall inure to the benefit of the parties hereto and their respective successors.(e) This Agreement may be executed in counterparts by the parties hereto, each of which when executed is deemed to be an original and all of which together are deemed to be one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.B-14(f) This Agreement constitutes the entire understanding and agreement, and supersedes any and all other proposals, understandings, and agreements among the parties with respect to the subject matter hereof.IN WITNESS WHEREOF, the parties hereto have caused the foregoing instrument to be executed by their duly authorized officers, all as of the day and the year first above written.MADISON COVERED CALL & EQUITY STRATEGY FUNDBy: Name: Title: XA INVESTMENTS LLCBy: Name: Title: MADISON ASSET MANAGEMENT, LLCBy: Name: Title: B-15EXHIBIT COTHER FUNDS WITH SIMILAR INVESTMENT OBJECTIVESMadison. The table below provides information regarding other registered investment companies managed by Madison which have a similar investment objective as the Fund.Name of Other FundOther Funds Investment ObjectiveAdvisers Management FeeNet Assets as of December 31, 2023Has Adviser Agreed to Waive or Reduce its Management Fee under any Applicable Contract?Madison Covered Call & Equity Income FundSeeks to provide consistent total return and, secondarily, to provide a high level of income and gains from option premiums.0.85%$261,020,326NoMadison Covered Call ETFSeeks to provide consistent total return and secondarily, to produce a high level of income and gains.0.90%1$82,690,175No1 Pursuant to an investment advisory agreement between Madison and the Madison ETFs Trust, on behalf of each series thereof (each, a Series), each Series has agreed to pay an annual unitary management fee to Madison. This unitary management fee is designed to pay each Series expenses and to compensate Madison for the services it provides to each Series. Out of the unitary management fee, Madison pays substantially all expenses of each Series, including the cost of investment management services, transfer agency, custody, fund administration, legal, audit and other service and license fees. The unitary fee does not cover, and therefore, each Series pays directly, interest, taxes, brokerage commissions, acquired fund fees and expenses and other expenses connected with the execution of portfolio transactions, distribution, and service fees payable pursuant to a Rule 12b-1 plan, if any, and extraordinary expenses.XAI. XAI does not manage other registered investment companies which have a similar investment objective as the Fund.C-1THIS PAGE INTENTIONALLY LEFT BLANKEVERY VOTE IS IMPORTANTMADISON COVERED CALL & EQUITY STRATEGY FUNDPO Box 43131Providence, RI 02940-3131VOTING OPTION:VOTE ON THE INTERNETLog on to:www.proxy-direct.comor scan the QR codeFollow the on-screen instructionsavailable 24 hoursVOTE BY PHONECall 1-800-337-3503Follow the recorded instructionsavailable 24 hoursVOTE BY MAILVote, sign and date this Proxy Card and return in the postage-paid envelopePlease detach at perforation before mailing.PROXYMADISON COVERED CALL & EQUITY STRATEGY FUNDSPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 15, 2024THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES. Greg D. Hoppe and Kyle Schalow (the Proxyholders), or any of them, each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Special Meeting of shareholders of the Madison Covered Call & Equity Strategy Fund (the "Fund"), to be held on Tuesday, October 15, 2024 at 9:00 a.m., local time at the offices of Madison Asset Management, LLC, 550 Science Drive, Madison, Wisconsin 53711, and any adjournments or postponements thereof.Shares represented by this proxy card when properly executed will be voted in the manner directed herein by the shareholder, and in the discretion of such proxies, upon any and all other matters as may properly come before the Special Meeting or any adjournment or postponement thereof. If no direction is made, on a properly executed card, this proxy will be voted "FOR" the proposals. If any of the Trustee nominees for any reason are unable or unwilling to serve, the Proxyholders will vote for the election of such other person as they may consider qualified. The shareholder hereby acknowledges receipt of this Notice of Special Meeting and Proxy Statement for the Special Meeting to be held on October 15, 2024.VOTE VIA THE INTERNET: www.proxy-direct.comVOTE VIA THE TELEPHONE: 1-800-337-3503MCC__34064_062724PLEASE MARK, SIGN, AND DATE ON THE REVERSE SIDE AND RETURN THE PROXY CARD USING THE ENCLOSED ENVELOPE.xxxxxxxxxxxxxx codeEVERY SHAREHOLDERS VOTE IS IMPORTANTImportant Notice Regarding the Availability of Proxy Materials for theSpecial Meeting to Be Held on October 15, 2024.The Proxy Statement for this meeting is available at:https://www.madisonfunds.com/MCNproxyPlease detach at perforation before mailing. TO VOTE, MARK BOXES BELOW IN BLUE OR BLACK AS SHOWN IN THIS EXAMPLE: xA.Proposals. THE BOARD RECOMMENDS YOU VOTE FOR THE FOLLOWING PROPOSALS: FOR AGAINST ABSTAIN 1. To approve a new investment advisory agreement between the Fund and XA Investments, LLC. FOR AGAINST ABSTAIN2. To approve a new investment subadvisory agreement among the Fund, Madison Asset Management, LLC and XA Investments, LLC. 3. To approve the election of five trustees to the Board of Trustees. FOR WITHHOLD01. Danielle Cupps* 02. Gregory Dingens** 03. Philip Franklin** 04. Scott Craven Jones*** 05. William Meyers*** *Class I Trustee to serve until the Funds 2027 Annual Meeting of Shareholders or until her successor shall have been elected and qualified.**Class II Trustee to serve until the Funds 2025 Annual Meeting of Shareholders or until his successor shall have been elected and qualified.***Class III Trustee to serve until the Funds 2026 Annual Meeting of Shareholders or until his successor shall have been elected and qualified.B. Authorized Signatures This section must be completed for your vote to be counted. Sign and Date Below.Note: Please sign exactly as your name(s) appear(s) on this proxy card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature.Date (mm/dd/yyyy) Please print date belowSignature 1 Please keep signature within the boxSignature 2 Please keep signature within the boxScanner bar code xxxxxxxxxxxxxx MCC 34064 xxxxxxxx President Since March 2020 Madison and MIA, Head of Multi-Asset Solutions and Portfolio Manager, 2018 Present; Madison Funds and Ultra Series Fund, President, March 2020 - Present; Madison ETFs, President, June 2023 Present Steve J. Fredricks1970Chief Compliance Officer and Assistant SecretarySince 2018Madison and MIA, Chief Legal Officer, March 2020 Present and Chief Compliance Officer, 2018 Present; Madison Funds and Ultra Series Fund, Chief Compliance Officer and Assistant Secretary, 2018 - Present; Madison ETFs, Compliance Officer and Assistant Secretary, June 2023 Present; Jackson National Asset Management, LLC, Senior Vice President and Chief Compliance Officer, 2005 2018 Chief Compliance Officer and Assistant Secretary Since 2018 Madison and MIA, Chief Legal Officer, March 2020 Present and Chief Compliance Officer, 2018 Present; Madison Funds and Ultra Series Fund, Chief Compliance Officer and Assistant Secretary, 2018 - Present; Madison ETFs, Compliance Officer and Assistant Secretary, June 2023 Present; Jackson National Asset Management, LLC, Senior Vice President and Chief Compliance Officer, 2005 2018 Greg D. Hoppe1969Vice President;Chief Financial OfficerSince March 2020; Since 2019MIH and MIA, Vice President, 1999 - Present; Madison, Vice President, 2009 Present; Madison Funds and Ultra Series Fund, Chief Financial Officer, 2019 - Present; Madison ETFs, Chief Financial Officer and Treasurer, June 2023 Present Vice President;Chief Financial OfficerSince March 2020; Since 2019MIH and MIA, Vice President, 1999 - Present; Madison, Vice President, 2009 Present; Madison Funds and Ultra Series Fund, Chief Financial Officer, 2019 - Present; Madison ETFs, Chief Financial Officer and Treasurer, June 2023 Present Since March 2020; Since 2019 MIH and MIA, Vice President, 1999 - Present; Madison, Vice President, 2009 Present; Madison Funds and Ultra Series Fund, Chief Financial Officer, 2019 - Present; Madison ETFs, Chief Financial Officer and Treasurer, June 2023 Present Name and Year of Birth Position(s) Held with Fund Term of Office and Length of Time Served Principal Occupation(s) During Past Five Years Kyle Schalow1995Assistant TreasurerSince July 2024Madison and MIA, Senior Accountant, 2022 - Present; Madison Funds, Ultra Series Fund and Madison ETFs Trust, Assistant Treasurer, July 2024 PresentBaker Tilly US LLP, Senior Accountant, 2018 2022 Assistant Treasurer Since July 2024 Madison and MIA, Senior Accountant, 2022 - Present; Madison Funds, Ultra Series Fund and Madison ETFs Trust, Assistant Treasurer, July 2024 PresentBaker Tilly US LLP, Senior Accountant, 2018 2022 Terri Wilhelm1968Secretary;Assistant SecretarySince July 2024; from 2022 - June 2024Madison and MIA, Senior Compliance Analyst, September 2022 Present; Madison Funds and Ultra Series Fund, Secretary, July 2024 - Present and Assistant Secretary 2022 June 2024; Madison ETFs, Secretary July 2024 - Present and Assistant Secretary, June 2023 July 2024;State of Wisconsin Investment Board, Senior Paralegal, 2017 2022Brandon Redwing1979Assistant Secretary andAnti-Money Laundering OfficerSince July 2024Madison and MIA, Mutual Fund Operations Manager, April 2024 - Present; Madison Funds, Ultra Series Fund and Madison ETFs Trust, Assistant Secretary and Anti-Money Laundering Officer, July 2024 Present. SS&C Technologies, Client Relationship Manager 2020 March 2024Current Board Committees, Leadership Structure and Risk Oversight Committees. The Current Board has determined that the efficient conduct of the trustees affairs makes it desirable to delegate responsibility for certain specific matters to committees of the Current Board. The committees meet as often as necessary, either in conjunction with regular meetings of the trustees or otherwise. The Current Board currently has two standing committees: the Audit Committee and the Nominating and Governance Committee.Audit Committee. The Current Board has an Audit Committee which is comprised of Richard E. Struthers (Chair), Steven P. Riege and Scott C. Jones. In addition to being independent trustees, as defined under the 1940 Act, each of these trustees also meets the additional independence requirements set forth in the NYSE Listed Company rules. The Audit Committee is charged with selecting an independent registered public accounting firm for the Fund and reviewing accounting matters with the Funds independent registered public accounting firm. The Audit Committee 30of the Current Board met four times during the last fiscal year. The Audit Committee presents the following report:The Audit Committee: (i) reviewed and discussed with management of the Fund the audited financial statements of the Fund for the fiscal year ended December 31, 2023; (ii) discussed with the Funds independent registered public accounting firm the matters required to be discussed under Public Company Accounting Oversight Board ("PCAOB") Auditing Standard No. 16, Communications with Audit Committee and all other communications required by other PCAOB Standards or Rules; and (iii) received the written disclosures and the letter from the Funds independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent accountants communications with the Audit Committee concerning the independence of the Funds independent registered public accounting firm. Based on these reviews and discussions, the Audit Committee recommended to the Current Board that the financial statements be included in the Funds Annual Report for the fiscal year ended December 31, 2023 and filed with the SEC.The Audit Committee is governed by a written charter, the most recent version of which was approved by the Current Board on May 23, 2024 (the Audit Committee Charter). In accordance with proxy rules promulgated by the SEC, the Funds Audit Committee Charter is required to be filed at least once every three years as an exhibit to the Funds proxy statement, and was last filed in 2022 as Attachment A to the Funds proxy statement. It is also available on the Funds website at www.madisonfunds.com. You may request a hard copy of the Audit Committee Charter to be mailed to you by calling the Fund toll-free at 1-800-767-0300.Nominating & Governance Committee. The Current Board has a Nominating & Governance Committee which is comprised of Steven P. Riege (Chair), Richard E. Struthers and Scott C. Jones. In addition to being independent trustees, as defined under the 1940 Act, each of these trustees also meets the additional independence requirements set forth in the NYSE Listed Company rules. The Nominating & Governance Committee of the Current Board met four times during the last fiscal year.The Nominating & Governance Committee is governed by a written charter, the most recent version of which was approved by the Current Board on February 22, 2024 (the Nominating & Governance Committee Charter). In accordance with proxy rules promulgated by the SEC, the Funds Nominating & Governance Committee Charter is required to be filed at least once every three years as an exhibit to the Funds proxy statement, and was last filed in 2022 as Attachment B to the Funds proxy statement. It is also available on the Funds website at www.madisonfunds.com. You may request a hard copy of the Nominating & Governance Committee Charter to be mailed to you by calling the Fund toll-free at 1-800-767-0300.As part of its duties, the Nominating & Governance Committee makes recommendations to the full Current Board with respect to candidates for the board. The Nominating & Governance Committee also will consider 31trustee candidates recommended by shareholders. In considering candidates submitted by shareholders, the Nominating & Governance Committee will take into consideration the needs of the board and the qualifications of the candidate. To have a candidate considered by the Nominating & Governance Committee, a shareholder must submit the recommendation in writing and must include the information required by the Procedures for Shareholders to Submit Nominee Candidates, which are set forth in Appendix A to the Nominating & Governance Committee Charter. The shareholder recommendation must be sent to the Funds Secretary, c/o Madison Asset Management, LLC, 550 Science Drive, Madison, Wisconsin 53711.Leadership Structure. The Current Board is relatively small and operates in a collegial atmosphere. Although no member is formally charged with acting as Chair, Mr. Ryan, the President of the Fund, acts as the Chairperson of board meetings. All Current Board members are expected to provide their input into establishing the boards meeting agenda. Likewise, each Current Board meeting contains a standing agenda item for any board member to raise new or additional items he or she believes is important in connection with Fund governance. The Current Board has charged Mr. Riege with acting as the lead independent trustee for purposes of communicating with Madison, the Funds Chief Compliance Officer, counsel to the independent trustees and Fund counsel on matters relating to the Current Board as a whole. The independent trustees often meet in executive session without representatives of Madison present (including meetings with counsel, the Chief Compliance Officer, and the Funds independent public accounting firm).Current Boards Role in Risk Oversight. Madison is responsible for the overall risk management of the Fund, which includes supervising its affiliated and third-party service providers and identifying and mitigating possible events that could adversely impact the Funds business, operations or performance. Risks to the Fund include investment, legal, compliance and regulatory risks, as well as the risk of operational failure or lack of business continuity. The Current Board oversees risk management of the Funds investment programs through the Audit Committee and through oversight by the Current Board itself. The Chief Compliance Officer of the Fund, who reports directly to the independent trustees, provides the Current Board with quarterly updates and a comprehensive annual report regarding the processes and controls in place to address regulatory, compliance, legal and operational risk. The Current Board exercises its oversight in conjunction with Madison, the Funds Chief Compliance Officer, Fund counsel and counsel to the independent trustees by requesting reports and presentations at regular intervals throughout the year. Additionally, the Audit Committee receives periodic reports from the Funds independent accountants. The Current Boards committee structure requires an independent trustee to serve as chair of the Nominating & Governance Committee and the Audit Committee. The Current Board receives regular written reports describing and analyzing the investment performance of the Fund. In addition, the portfolio managers of the Fund meet with the Current Board periodically to discuss portfolio performance and answer the Boards questions with respect to portfolio strategies and risks. The Current Board also receives regular written reports from the Funds Chief Financial Officer that enable the Board to monitor the number of fair valued securities in the Funds portfolio, the reasons for the fair valuation and the methodology used to arrive at the fair value. Such reports 32also include information concerning illiquid securities within the Funds portfolio. The Current Board and/or the Audit Committee may also review valuation procedures and pricing results with the Funds independent auditors in connection with the review of the results of the audit of the Funds year-end financial statements. The Current Board also receives regular compliance reports prepared by the compliance staff of Madison, and meets regularly with the Funds Chief Compliance Officer to discuss compliance issues, including compliance risks. As required under applicable rules, the independent trustees meet regularly in executive session with the Funds Chief Compliance Officer. The Current Board also adopts compliance policies and procedures for the Fund and approves such procedures as appropriate for certain of the Funds service providers. The compliance policies and procedures are specifically designed to detect and prevent violations of the federal securities laws.The Current Board recognizes that it is not possible to identify all of the risks that may affect the Fund or to develop processes and controls to eliminate or mitigate their occurrence or effects. The Current Board periodically reviews the effectiveness of its oversight of the Fund and the processes and controls in place to limit identified risks. The Current Board may, at any time and in its discretion, change the manner in which it conducts its risk oversight role.Given the small size of the Current Board, its committee structure, the openness of Current Board meetings to active input by all Current Board members, its utilization of executive sessions, the role of the lead independent trustee and the Current Boards quarterly focus on compliance and risk management, the Current Board has determined that its current leadership structure is appropriate for the protection of Fund investors.New Board Proposed Committees, Leadership Structure and Risk Oversight Committees. It is expected that the New Board will establish two standing committees, an Audit Committee and a Governance Committee. The committees are expected to meet as often as necessary, either in conjunction with regular meetings of the trustees or otherwise.Audit Committee. The Audit Committee will be generally responsible for reviewing and evaluating issues related to the accounting and financial reporting policies and internal controls of the Fund and, as appropriate, the internal controls of certain service providers, overseeing the quality and objectivity of the Funds financial statements and the audit thereof and acting as a liaison between the New Board and the Funds independent registered public accounting firm. It is expected that the Audit Committee will be composed entirely of independent trustees. The Audit Committee will be governed by a written Audit Committee Charter, which will be approved by the New Board at its first meeting. Once approved, a copy of the Audit Committee Charter will be available on the Funds website at www.xainvestments.com.Governance Committee. The Governance Committee will be responsible for recommending qualified candidates to the New Board in the event that a position is vacated or created. In considering trustee nominee candidates, the Governance Committee will take into account a wide variety of factors, including the overall diversity of the New Boards composition. It is expected that the Governance Committee will be composed entirely of 33independent trustees. It is anticipated that the Governance Committee will consider recommendations by shareholders if a vacancy were to exist. In considering candidates recommended to the Governance Committee by shareholders, the Governance Committee will take into consideration the needs of the New Board and the qualifications of the candidate. The Governance Committee may also take into consideration the number of shares held by the recommending shareholder and the length of time that such shares have been held. In order to be considered, following the Closing Date, such recommendations should be forwarded to the Secretary of the Fund, c/o XA Investments LLC, 321 North Clark Street, Suite 2430, Chicago, Illinois 60654. The Governance Committee will be governed by a written Governance Committee Charter, which will be approved by the New Board at its first meeting. Once approved, a copy of the Governance Committee Charter will be available on the Funds website at www.xainvestments.com.Leadership Structure. The primary responsibility of the New Board will be to represent the interests of the Fund and its shareholders, and to provide oversight of the management of the Fund. The New Board will be comprised of five trustees, four of whom (including the chairperson) are independent trustees and one of whom is an interested trustee. Generally, the New Board will act by majority vote of all the trustees, including a majority vote of the independent trustees if required by applicable law.It is proposed that Mr. Dingens will be appointed as the independent chairperson, who will preside at meetings of the New Board and who will be responsible for, among other things, setting the tone of New Board meetings and seeking to encourage open dialogue and independent inquiry among the New Trustees and management. The New Board will meet regularly four times each year to discuss and consider matters concerning the Fund, and also hold special meetings to address matters arising between regular meetings. Regular meetings generally will take place in-person; other meetings may take place in-person or by telephone. The New Board will establish two standing committees (as described above) and will delegate certain responsibilities to those committees, each of which will be comprised solely of independent trustees. The New Board and its committees will meet periodically throughout the year to oversee the Funds activities, review contractual arrangements with service providers, review the Funds financial statements, oversee compliance with regulatory requirements, and review performance. The independent trustees will be represented by independent legal counsel at board and committee meetings and will regularly meet outside the presence of Fund management. The New Board believes that this leadership structure, including an independent chairperson, a supermajority of independent trustees and committee membership limited to independent trustees, is appropriate in light of the characteristics and circumstances of the Fund.New Boards Role in Risk Oversight. The New Board will oversee risk directly and through the committee structure it intends to establish. As described above, the New Board expects to establish an Audit Committee and a Governance Committee to assist in its oversight functions, including its oversight of the risks of the Fund. Each committee will report its activities to the New Board on a regular basis. The New Board intends to adopt and periodically review policies, procedures and controls designed to address different types of risks, including, among others, investment risk, liquidity risk, operational risk, and valuation risk, as well as the overall business risk 34relating to the Fund. The New Board will also oversee the implementation of a variety of processes, procedures and controls by the Fund, XAI, Madison and other service providers to the Fund to address various risks. In addition, as part of the New Boards anticipated periodic review of the Funds service provider agreements, including agreements with XAI and Madison, the New Board may consider risk management aspects of the service providers operations and the functions for which they are responsible.The New Board will appoint a Chief Compliance Officer for the Fund, who will oversee the development of compliance policies and procedures of the Fund that are reasonably designed to minimize the risk of violations of the federal securities laws. The Chief Compliance Officer will report directly to the New Boards independent trustees, and will provide presentations to the New Board at its quarterly meetings and an annual report on the application of the compliance policies. The New Board will discuss relevant risks affecting the Fund with the Chief Compliance Officer at these meetings. The New Board will approve compliance policies and will review the Chief Compliance Officers reports. Further, the New Board will annually review the effectiveness of the compliance policies, as well as the appointment and compensation of the Chief Compliance Officer.The New Board will require officers of the Fund to report to the New Board on a variety of matters at regular and special meetings of the New Board and its committees, as applicable, including matters relating to risk management. The Audit Committee will also receive reports from the Funds independent registered public accounting firm on internal control and financial reporting matters. In addition, the New Board will receive reports from XAI and Madison on the investments and securities trading of the Fund. The New Board will also require XAI and Madison to report to the New Board on other matters relating to risk management on a regular and as-needed basis.Board CompensationThe following table sets forth the compensation paid to each member of the Current Board by the Fund for the Funds fiscal year ended December 31, 2023. In addition, all independent trustees are reimbursed for reasonable travel and out-of-pocket expenses incurred to attend meetings of the Current Board or its committees. The Funds interested trustees and officers receive no compensation from the Fund for performing the duties of their office. 35Trustee NameAggregate Compensationfrom FundTotal Compensation from Fund and Madison Fund Complex(1)Scott C. Jones$12,000$74,000Steven P. Riege(2)$13,000$123,000Richard E. Struthers$12,000$115,000(1) The term Madison Fund Complex refers to (i) the Madison Funds with 15 portfolios, (ii) the Ultra Series Fund with 14 portfolios, (iii) the Madison ETFs Trust with 4 active portfolios, and (iv) the Fund. (2) As lead independent trustee, Mr. Riege receives an additional $8,000 from the Madison Fund Complex, $1,000 of which is allocated to the Fund.Board Transactions with Fund AffiliatesAs of the date hereof, none of the independent trustees on the Current Board, the nominees for independent trustee on the New Board, nor their immediate family members owned beneficially or of record any securities of Madison, XAI, or any of their affiliates. In addition, during the past five years, neither the independent trustees on the Current Board, the nominees for independent trustee on the New Board, nor members of their immediate families, had a direct or indirect interest, the value of which exceeds $120,000, in Madison, XAI, or any of their affiliates. Likewise, since the beginning of the last two completed fiscal years of the Fund, neither the independent trustees on the Current Board, the nominees for independent trustee on the New Board, nor members of their immediate families had a direct or indirect interest in any transaction or series of transactions, the value of which exceeds $120,000 and to which any of the following persons was (or is to be) a party: (i) the Fund, (ii) any officer of the Fund, or (iii) Madison, XAI, or any of their affiliates. Consequences of Shareholders not approving the New BoardIf the New Board is not approved by shareholders, the Fund will abandon all three Proposals, and Madison will continue to serve as the investment adviser of the Fund and the Current Board will continue to oversee the Fund. Recommendation of the Board of TrusteesFor the reasons set forth above, the Current Board recommends that shareholders of the Fund vote FOR each New Trustee.36ADDITIONAL INFORMATIONInformation about the FundThe Fund is a closed-end management investment company organized as a Delaware statutory trust. Madison Asset Management, LLC is the investment adviser to the Fund. Madisons principal office is located at 550 Science Drive, Madison, Wisconsin 53711. In addition to investment management services, under the Existing Advisory Agreement, Madison is also responsible for managing the Funds administrative affairs under an Existing Services Agreement, and in this capacity, oversees State Street Bank and Fund Company (State Street), which currently serves as sub-administrator to the Fund. State Streets address is 801 Pennsylvania Avenue, Kansas City, Missouri 64105. The Funds current custodian is State Street, and its current transfer agent is Computershare, 150 Royall Street, Suite 101, Canton, MA 02021. The Fund does not place any brokerage transactions with any affiliates of Madison. XA Investments LLC is proposed to be the new investment adviser to the Fund as a result of the Transaction, with Madison serving as the subadviser to the Fund. XAIs principal office is located at 321 North Clark Street, Suite 2430, Chicago, Illinois 60654. Information about MadisonMadison Asset Management, LLC was founded in 1974, and is a direct, wholly-owned (100% owned) subsidiary of Madison Investment Holdings (MIH), the ultimate corporate parent of Madison. Both Madisons and MIH's principal office is located at 550 Science Drive, Madison, Wisconsin 53711. As of May 31, 2024, Madison and its affiliates managed approximately $25.7 billion in assets, including open-end mutual funds, separately managed accounts and wrap accounts. Exhibit B contains information with respect to other funds managed by Madison which have a similar investment objective as the Fund. The mailing address of principal officers and directors of MIH is 550 Science Drive, Madison, Wisconsin 53711. Information regarding the principal executive officers and directors of Madison is as follows: NameTitle/Principal OccupationSteven CarlChairman of the Board and Board Member of MIH; (Principal Executive Officer; Chief Distribution Officer)Paul LefurgeyBoard Member of MIH(Retired)Frank BurgessBoard Member of MIH(Retired)Richard EisingerBoard Member of MIH(Head of Equities, Portfolio Manager)Information about XAIXA Investments LLC was founded in 2016 by XMS Capital Partners. XAIs principal office is located at 321 North Clark Street, Suite 2430, Chicago, Illinois 60654. As of May 31, 2024, XAI and its affiliates managed $681 million in assets, including two closed-end funds. XAI also provides investment fund restructuring and consulting services focused on closed-end 37funds. Exhibit B contains information with respect to other funds managed by XAI which have a similar investment objective as the Fund. Information regarding the principal executive officers and directors of XAI is as follows:NameTitleJohn Yogi SpenceCo-Chief Executive OfficerTheodore F. BrombachCo-Chief Executive OfficerKimberly Ann FlynnPresidentBenjamin D. McCullochGeneral Counsel & Managing DirectorKevin B. DavisManaging Director & Head of SalesInformation about Independent Registered Public Accounting FirmFor the fiscal years ended December 31, 2022 and December 31, 2023, and the current fiscal year ending December 31, 2024, Deloitte & Touche LLP (D&T) has been selected as the Funds independent registered public accounting firm by the Audit Committee of the Fund to audit the accounts of the Fund. The Fund does not know of any direct or indirect financial interest of D&T in the Fund. Representatives of D&T will not be in attendance at the Meeting.Audit Fees. The aggregate fees billed to the Fund by D&T for professional services rendered for the audit of the Funds annual financial statements for the Funds fiscal years ended December 31, 2022 and December 31, 2023 were approximately $23,950 and $24,450, respectively.Audit-Related Fees. The aggregate fees billed by D&T and approved by the Audit Committee of the Fund for the Funds fiscal years ended December 31, 2022 and December 31, 2023 for assurance and related services reasonably related to the performance of the audit of the Funds annual financial statements were $0 and $0, respectively. D&T did not perform any other assurance and related services that were required to be approved by the Funds Audit Committee for such periods.Tax Fees. The aggregate fees billed by D&T and approved by the Audit Committee of the Fund for the Funds fiscal years ended December 31, 2022 and December 31, 2023 for professional services rendered for tax compliance, tax advice, and tax planning were approximately $4,652 and $4,799, respectively (such fees relate to tax services provided by D&T in connection with the review of the Funds tax returns). D&T did not perform any other tax compliance or tax planning services or render any tax advice that was required to be approved by the Funds Audit Committee for such periods.All Other Fees. Other than those services described above, D&T did not perform any other services on behalf of the Fund for the Funds fiscal years ended December 31, 2022 and December 31, 2023.Audit Committees Pre-Approval Policies and Procedures. As noted above, the Audit Committee is governed by the Audit Committee Charter, which includes Pre-Approval Policies and Procedures. The Audit Committee of the Fund has (i) pre-approved all audit and non-audit services provided by D&T to the Fund, and (ii) all non-audit services provided by D&T to Madison, or any entity controlling, controlled by, or under common control with Madison that provides ongoing services to the Fund which are related to the operations of the Fund (of which there were none), for the fiscal years ended December 3831, 2022 and December 31, 2023. None of the services described above for the Funds fiscal years ended December 31, 2022 and December 31, 2023 were approved by the Audit Committee pursuant to the pre-approval exception under Rule 2-01(c)(7)(i)(c) of Regulation S-X promulgated by the SEC.Voting InformationGeneral; Record Date. The record holders of the outstanding shares of the Fund as of the close of business on July 22, 2024 (the Record Date) are entitled to vote at the Meeting and any adjournment or postponement thereof. Each shareholder is entitled to one vote per share and a fractional vote with respect to fractional shares. Whether you expect to be personally present at the Meeting or not, we encourage you to vote by proxy. You can do this by phone or the Internet or by completing, dating, signing, and returning the accompanying proxy card using the enclosed postage prepaid envelope. By voting by proxy, your shares will be voted as you instruct. If no choice is indicated, your shares will be voted FOR each Proposal, and in the discretion of the persons named as proxies on such other matters that properly may come before the Meeting.Any shareholder giving a proxy may revoke it at any time before it is exercised at the Meeting by submitting to the Secretary of the Fund a written notice of revocation or a subsequently signed proxy card (i.e., a later-dated proxy), or by attending the Meeting and voting in person. A prior proxy can also be revoked by proxy voting again through the website or toll-free number noted on the enclosed proxy card. Proxy cards and written notices of revocation must be received by the Fund prior to the Meeting. If not so revoked, the shares represented by the proxy will be voted at the Meeting and any postponements or adjournments of the Meeting. Attendance by a shareholder at the Meeting does not by itself revoke a proxy.As of the Record Date, the Fund had 21,087,537 shares issued and outstanding.Solicitation of Proxies and Related Costs. The solicitation of proxies will occur principally by mail. In addition to solicitation by mail, certain officers and representatives of the Fund and officers and employees of Madison (who will receive no extra compensation for their services) and representatives of the Funds proxy solicitor, Computershare, may solicit proxies by telephone, the Internet, facsimile, letter, or other electronic means. If instructions are recorded by telephone, the person soliciting the proxies will use procedures designed to authenticate shareholders identities to allow shareholders to authorize the voting of their shares in accordance with their instructions, and to confirm that a shareholders instructions have been properly recorded.The expenses incurred in connection with preparing the Proxy Statement and its enclosures and all related legal and proxy solicitation expenses will be paid by Madison and/or XAI. These expenses are estimated to be approximately $250,000.Quorum. In order for a vote on any Proposal to be taken at the Meeting, there must exist a quorum of shareholders of the Fund eligible to vote on such Proposal. To have a quorum, the holders of a majority of the shares entitled to vote on each Proposal must be present in person or by proxy at the Meeting. 39For this purpose, whether a quorum exists is determined on a Proposal-by-Proposal basis.Abstentions and Broker Non-Votes. For purposes of determining the presence of a quorum for each Proposal, abstentions and broker non-votes are treated as present. Broker non-votes occur when a nominee holding shares for a beneficial owner does not vote on a Proposal because the nominee does not have discretionary voting powers with respect to that Proposal and has not received instructions from the beneficial owner. Abstentions and broker non-votes have the effect of a vote against Proposals 1 and 2, while abstentions and broker non-votes have no effect on the outcome of Proposal 3. Adjournment. It may become necessary from time to time to adjourn the Meeting in order to allow more time to solicit additional proxies, as necessary, if there are insufficient votes at the time of the Meeting to constitute a quorum or to approve any Proposal. Under the Funds governing documents, any meeting of shareholders, whether or not a quorum is present, may be adjourned from time to time by: (i) the vote of the majority of the shares represented at that meeting, either in person or by proxy; or (ii) in his or her discretion by the chairperson of the meeting. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting. Accordingly, if a quorum is not present at the Meeting with respect to any Proposal, it is expected that the holders of proxies will vote to authorize the adjournment of the Meeting with respect to such Proposal(s) in order to solicit additional proxies. Even if a quorum is present at the Meeting with respect to some or all Proposals, but there are insufficient votes to approve a Proposal, it is also expected that the holders of proxies will vote to authorize the adjournment of the Meeting to solicit additional proxies with respect to such Proposal(s). If the Meeting is adjourned, the adjourned meeting must be held not later than 180 days after the Record Date and may be held without further notice, other than an announcement at the Meeting in accordance with the Funds governing documents and as permitted under Delaware law. Votes Required to Pass the ProposalsProposal 1. In order for the New Advisory Agreement to be approved, it must be approved by the holders of a majority of the outstanding voting securities of the Fund. The term majority of the outstanding voting securities (as defined in the 1940 Act and used in this Proxy Statement) means: the affirmative vote of the lesser of (i) 67% or more of the voting securities of the Fund present at the Meeting if more than 50% of the outstanding voting securities of the Fund are present in person or by proxy, or (ii) more than 50% of the outstanding voting securities of the Fund. Proposal 2. In order for the New Subadvisory Agreement to be approved, it must be approved by the holders of a majority of the outstanding voting securities of the Fund, using the same definition of this term described above regarding Proposal 1. Proposal 3. In order for the New Trustees to be elected, the entire slate of nominees must be approved by the affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote at the Meeting. Votes withheld will have the same effect as a vote against the Proposal.Please note that if you sign, date, and return the proxy card, but do not specify a vote on each Proposal, your shares will be voted in favor of each Proposal, and in the discretion of the proxies named therein with respect to any other 40business that may properly come before the Meeting or any postponements or adjournments thereof. IMPORTANT: Each Proposal must be approved in order for the Fund to move forward with any of the Proposals. If shareholders do not approve one of the Proposals, the Fund will abandon all three Proposals, and Madison will continue to serve as the investment adviser of the Fund and the Current Board will continue to oversee the Fund. No Dissenters RightsShareholders have no rights under applicable law or the Funds Declaration of Trust or Bylaws to exercise dissenters rights of appraisal with respect to any Proposal.Summary of Certain Aspects of Delaware Control Share Acquisition StatuteThe Fund is subject to the control share acquisition statute (the Control Share Statute) contained in Subchapter III of the Delaware Statutory Trust Act (the DSTA), which became automatically applicable to listed closed-end funds, such as the Fund.The Control Share Statute provides for a series of voting power thresholds above which shares are considered control beneficial interests (referred to here as control shares). Once a threshold is reached, an acquirer has no voting rights under the DSTA with respect to shares acquired in excess of that threshold (i.e., the control shares) unless approved by shareholders of the Fund or exempted by the Board. The Control Share Statute provides procedures for an acquirer to request a shareholder meeting for the purpose of considering whether voting rights shall be accorded to control shares.The foregoing is only a summary of certain aspects of the Control Share Statute. Some uncertainty around the application under the 1940 Act of state control share statutes exists as a result of recent federal and state court decisions that have found that certain control share acquisition provisions violate the 1940 Act.Security Ownership of Management, Trustees and Principal ShareholdersAs of the Record Date, to the best of the knowledge of the Fund, no trustee or officer of the Fund beneficially owned 1% or more of the outstanding shares of the Fund, and the trustees and the officers of the Fund, as a group, beneficially owned less than 1% of the outstanding shares of the Fund. The Current Board is not aware of any arrangements, the operation of which may result in a change in control of the Fund. The following table shows the dollar range of the Funds equity securities that are beneficially owned* by each member of the Current Board and the existing officers as of the Record Date. As of the same date, the nominees for New Trustee did not hold any equity securities of the Fund. * Beneficial Ownership is determined in accordance with Section 16a-1(a)(2) of the Exchange Act.41Trustee/Officer NameDollar Range of Beneficially-Owned Securities of the FundAggregate Dollar Range of Beneficially-Owned Securities of the Madison Fund Complex(1)Scott C. JonesNoneOver $100,000Steven P. RiegeNone$10,001 - $50,000Richard E. StruthersNone$10,001 - $50,000Jill M. Friedow$0 - $10,000$50,001 - $100,000Patrick F. RyanNoneOver $100,000Steve J. FredricksNone$50,001 - $100,000Greg D. HoppeNoneOver $100,000Brandon RedwingNone$1 - $10,000Kyle SchalowNoneNoneTerri WilhelmNoneNone(1) The term Madison Fund Complex refers to (i) the Madison Funds with 15 portfolios, (ii) the Ultra Series Fund with 14 portfolios, (iii) the Madison ETFs Trust with 4 active portfolios, and (iv) the Fund.As of the Record Date, to the knowledge of the Fund, no person owned of record or owned beneficially more than 5% of the voting securities of the Fund.Section 16 Beneficial Ownership Reporting ComplianceSection 16(a) of the Exchange Act and Section 30(h) of the 1940 Act require the Funds executive officers and trustees, certain officers of the Funds investment adviser, affiliated persons of the investment adviser, and persons who beneficially own more than 10% of the Funds shares to file certain reports of ownership (Section 16 filings) with the SEC and the NYSE. Based upon the Funds review of the copies of such forms effecting the Section 16 filings received by it, the Fund believes that for Funds fiscal year ended December 31, 2023, all filings applicable to such persons were completed and filed in a timely manner.HouseholdingThe SEC has adopted rules that permit investment companies, such as the Fund, to satisfy delivery requirements for proxy statements with respect to two or more shareholders sharing the same address by delivering a single proxy statement addressed to those shareholders. This process, which is commonly referred to as householding, could result in extra convenience and cost savings for the Fund and its shareholders.If possible, depending on shareholder registration and address information, and unless you have otherwise opted out, only one copy of this Proxy Statement will be sent to shareholders at the same address. However, each shareholder will receive separate proxy cards. If you currently receive multiple copies of proxy statements or shareholder reports and would like to request to receive a single copy of documents in the future, please contact your financial services firm.42Shareholder Proposals for Subsequent MeetingsShareholder proposals intended for inclusion in the Funds proxy statement in connection with the Funds 2025 Annual Meeting of Shareholders pursuant to Rule 14a-8 under the Exchange Act, must be received by the Fund at its principal executive offices by February 12, 2025. In order for the proposals made outside of Rule 14a-8 under the Exchange Act to be considered timely within the meaning of Rule 14a-4(c) under the Exchange Act, such proposals much be received by the Fund at its principal executives offices not later than the close of business on May 3, 2025, nor earlier than the close of business on April 3, 2025. The timely submission of a proposal does not guarantee its inclusion. Whether a proposal is included in a proxy statement will be determined in accordance with applicable federal and state laws, as well as the Funds governing documents.Other Matters to Come Before the MeetingNo business other than the Proposals described in this Proxy Statement are expected to come before the Meeting, but should any other matter requiring a vote of shareholders arise, the persons named as proxies will vote thereon in their discretion according to their best judgment in the interests of the Fund and its shareholders.Dated: August 7, 2024PLEASE COMPLETE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED ENVELOPE. YOU MAY ALSO VOTE BY INTERNET OR TELEPHONE IN ACCORDANCE WITH THE INSTRUCTIONS SET FORTH ON THE ENCLOSED PROXY CARD.43EXHIBIT ANEW INVESTMENT ADVISORY AGREEMENTINVESTMENT ADVISORY AGREEMENTINVESTMENT ADVISORY AGREEMENT (the Agreement), dated as of [ ], 2024 between Madison Covered Call and Equity Strategy Fund, a Delaware statutory trust (the Trust), and XA Investments LLC, a Delaware limited liability company (the Adviser).WHEREAS, the Adviser has agreed to furnish investment management and advisory services to the Trust, a closed-end management investment company registered under the Investment Company Act of 1940, as amended (the 1940 Act);WHEREAS, the Adviser is a registered investment adviser under the Investment Advisers Act of 1940, as amended (the Advisers Act); WHEREAS, this Agreement has been approved in accordance with the provisions of the 1940 Act, and the Adviser is willing to furnish such services upon the terms and conditions herein set forth; andNOW, THEREFORE, in consideration of the mutual premises and covenants herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged, it is agreed by and between the parties hereto as follows:1. Appointment(a) The Trust hereby appoints the Adviser to act as the investment adviser to the Trust and to furnish the management and investment advisory services described herein, for the period and upon the terms herein set forth.(b) The Adviser hereby agrees, all as more fully set forth herein, to act as investment adviser to the Trust with respect to the investment of the Trusts assets and to supervise and arrange for the day-to-day operations of the Trust and the purchase of securities for and the sale of securities held in the investment portfolio of the Trust.(c) The Adviser for all purposes in this Agreement will be deemed to be an independent contractor and, unless otherwise expressly provided or authorized in this Agreement, will have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. 2. Duties and Obligations of the Adviser with Respect to Investment of Assets of the Trust. (a) Subject to the direction and control of the Trusts Board of Trustees, the Adviser shall:(i) act as investment adviser for and supervise and manage the investment and reinvestment of the Trusts assets and, in connection therewith, have complete discretion in purchasing and selling securities and other assets for the Trust and in voting, exercising consents and exercising all other rights appertaining to such securities and other A-1assets on behalf of the Trust; (ii) supervise the investment program of the Trust and the composition of its investment portfolio; and (iii) arrange, subject to the provisions of Section 5 hereof, for the purchase and sale of securities and other assets held in the investment portfolio of the Trust. (b) In performing its duties under this Section 2, the Adviser may delegate some or all of its duties and obligations under this Agreement to one or more investment sub-advisers; provided, however, that any such delegation shall be pursuant to an agreement with terms agreed upon by the Trust and approved in a manner consistent with the 1940 Act and provided, further, that no such delegation shall relieve the Adviser from its duties and obligations of management and supervision of the management of the Trusts assets pursuant to this Agreement and to applicable law.(c) The Adviser shall maintain business continuity, cybersecurity, disaster recovery and backup capabilities and facilities in keeping with industry standards and Securities and Exchange Commission (SEC) requirements through which the Adviser will be able to perform its obligations hereunder with minimal disruptions or delay. (d) To the extent prohibited by Regulation S-P, the Adviser and its affiliates will not disclose any non-public personal information, as defined in Regulation S-P, received from the Trust regarding any shareholder unless in accordance with an exception under Regulation S-P, or as otherwise may be permitted by law. The Adviser represents and warrants that, in accordance with applicable state privacy laws and Regulation S-P, it has implemented safeguards by adopting policies and procedures reasonably designed to: (i) insure the security and confidentiality of records and non-public personal information of shareholders; (ii) protect against any anticipated threats or hazards to the security or integrity of shareholder records and non-public personal information; and (iii) protect against unauthorized access to or use of such shareholder records or non-public personal information that could result in substantial harm or inconvenience to any shareholder. The Adviser shall treat confidentially all records of the Trust and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where the Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or (ii) when so requested by the Trust.(e) The Adviser acknowledges that, in compliance with the Bank Secrecy Act, as amended, the USA PATRIOT Act, and any implementing regulations thereunder (together, the AML Laws), the Trust has adopted anti-money laundering policies and procedures (the AML Policies). The Adviser agrees to comply with the Trusts AML Policies and the AML Laws, as the same may apply to the Adviser, now and in the future, and understands and agrees that the Trust may disclose information regarding the Adviser to governmental and/or regulatory or self-regulatory authorities to the extent required by applicable law or regulation and may file reports with such authorities as may be required by such law or regulation.A-2(f) The Adviser shall provide such information as may reasonably be requested by the Board under Section 15(c) of the 1940 Act in connection with its annual consideration of this Agreement.3. Duties and Obligations of the Adviser with Respect to the Management of the TrustThe Adviser shall perform the management services necessary for the operation of the Trust, including providing the Trust necessary personnel and such other services as the Adviser, subject to review by the Board of Trustees, from time to time shall determine to be necessary or useful to perform its obligations under this Agreement. The Adviser, also on behalf of the Trust, shall conduct relations with administrators, custodians, depositories, transfer agents, pricing agents, investor support service providers, investor relations providers, dividend disbursing agents, other shareholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable.4. Covenants(a) In the performance of its duties under this Agreement, the Adviser shall at all times conform to, and act in accordance with, any requirements imposed by:(i) the provisions of the 1940 Act and the Advisers Act and all applicable Rules and Regulations of the SEC; (ii) any other applicable provision of law; (iii) the provisions of this Agreement and Declaration of Trust and By-Laws of the Trust, as such documents are amended from time to time; (iv) the investment objective, policies and restrictions of the Trust as set forth in its Registration Statement on Form N-2; and (v) any policies and determinations of the Board of Trustees of the Trust.(b) The Adviser will maintain a written code of ethics (the Code of Ethics) pursuant to Rule 17j-1 under the 1940 Act, a copy of which will be provided to the Trust, and will institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Adviser will follow such Code of Ethics in performing its services under this Agreement.(c) The Adviser will maintain compliance policies and procedures adopted pursuant to Rule 206(4)-7 under the Advisers Act and Rule 38a-1 under the 1940 Act, a copy of which will be provided to the Trust, and follow such compliance policies and procedures in performing its services under this Agreement; and(d) The Adviser will cooperate with the chief compliance officer of the Trust in connection with the implementation and operation of the Trusts compliance policies and procedures adopted pursuant to Rule 38a-1 under the 1940 Act, and will prepare necessary reports and provide the Trusts chief compliance officer with access to information reasonably necessary for the Trust to comply with Rule 38a-1.A-35. Portfolio Transactions(a) In the performance of its duties under this Agreement, the Adviser will place orders either directly with the issuer or with any broker or dealer. Subject to the other provisions of this paragraph, in placing orders with brokers and dealers, the Adviser will attempt to obtain the best price and the most favorable execution of its orders, and all such brokerage placement shall be made in compliance with Section 28(e) of the Securities Exchange Act of 1934, as amended. In placing orders, the Adviser will consider the experience and skill of the firms securities traders as well as the firms financial responsibility and administrative efficiency. Consistent with this obligation, the Adviser may select brokers on the basis of the research, statistical and pricing services they provide to the Trust and other clients of the Adviser. Information and research received from such brokers will be in addition to, and not in lieu of, the services required to be performed by the Adviser hereunder. A commission paid to such brokers may be higher than that which another qualified broker would have charged for effecting the same transaction, provided that the Adviser determines in good faith that such commission is reasonable in terms either of the transaction or the overall responsibility of the Adviser to the Trust and its other clients and that the total commissions paid by the Trust will be reasonable in relation to the benefits to the Trust over the long-term. In no instance, however, will the Trusts securities be purchased from or sold to the Adviser, or any affiliated person thereof, except to the extent permitted by the SEC or by applicable law.(b) At the request of the Board of Trustees of the Trust, the Adviser will identify and provide a written description to the Board of Trustees of soft dollar arrangements that the Adviser maintains with respect to the Trust or with brokers or dealers that execute transactions for the Trust, and of research and other services provided to the Adviser by a broker or dealer (whether prepared by such broker or dealer or by a third party) as a result, in whole or in part, of the direction of Trust transactions to the broker or dealer. (c) From time to time, the Adviser or brokers or dealers affiliated with it may find themselves in a position to buy for certain of their clients (each an Account) securities which the Advisers investment advisory clients wish to sell, and to sell for certain of their clients securities which other advisory clients wish to buy. Where one of the parties is an advisory client, the Adviser or the affiliated broker or dealer cannot participate in this type of transaction (known as a cross transaction) on behalf of an advisory client and retain commissions from one or both parties to the transaction without the advisory clients consent. This is because in a situation where the Adviser is making the investment decision (as opposed to a brokerage client who makes his own investment decisions), and the Adviser or an affiliate is receiving commissions from both sides of the transaction, there is a potential conflicting division of loyalties and responsibilities on the Advisers part regarding the advisory client. The SEC has adopted a rule under the Advisers Act that permits the Adviser or its affiliates to participate on behalf of an Account in agency cross transactions if the advisory client has given written consent in advance. By execution of this Agreement, the Trust authorizes the Adviser or its affiliates to participate in agency cross transactions involving an Account. The Trust may revoke its consent at any time by written notice to the Adviser.A-46. ConfidentialityEach of the Trust and the Adviser acknowledge and agree that pursuant to this Agreement, either party may have access to the other partys confidential and proprietary information and materials concerning or pertaining to the others business. Each party will receive and hold such information in the strictest confidence, and acknowledge, represent, and warrant that it will use its best efforts to protect the confidentiality of this information. Each party agrees that, without the prior written consent of the other party, which approval shall not be unreasonably withheld, they will not use, copy, or divulge to third parties or otherwise use, except in accordance with the terms of this Agreement, any information obtained from or through the other party in connection with this Agreement; provided, however, this covenant shall not apply to information (i) which is in the public domain now or when it becomes in the public domain in the future, other than by reason of a breach of this Agreement, (ii) which has come to either party from a lawful source not bound to maintain the confidentiality of such information, other than from the other party or an affiliate or representative of that party, (iii) disclosures which are required by law, regulatory authority, regulation or legal process or are made to any regulatory agency in the normal course of an examination, audit or investigation involving such party, or (iv) disclosure as reasonably necessary in the course of business to third parties subject to a duty to maintain the confidentiality of the information.7. Services Not Exclusive(a) Nothing in this Agreement shall prevent the Adviser or any officer, employee or other affiliate thereof from acting as investment adviser for any other person, firm or corporation, or from engaging in any other lawful activity, and shall not in any way limit or restrict the Adviser or any of its officers, employees or agents from buying, selling or trading any securities for its or their own accounts or for the accounts of others for whom it or they may be acting; provided, however, that the Adviser will undertake no activities which, in its judgment, will adversely affect the performance of its obligations under this Agreement.(b) The Adviser may manage other investment accounts and funds, including those with investment objectives similar to the Trust. Securities considered as investments for the Trust may also be appropriate for other investment accounts and funds that may be managed by the Adviser. Subject to applicable laws and regulations, the Adviser will attempt to allocate equitably portfolio transactions among the portfolios of its other investment accounts and funds purchasing securities whenever decisions are made to purchase or sell securities by the Trust and one or more of such other accounts or funds simultaneously. In making such allocations, the main factors to be considered by the Adviser will be the respective investment objectives of the Trust and such other accounts and funds, the relative size of portfolio holdings of the same or comparable securities, the availability of cash for investment by the Trust and such other accounts and funds, the size of investment commitments generally held by the Trust and such accounts and funds, and the opinions of the persons responsible for recommending investments to the Trust and such other accounts and funds. 8. Books and Records(a) The Adviser undertakes and agrees to maintain or cause others to maintain, in the form and for the period required by Rule 31a-2 A-5under the 1940 Act, all records relating to the Trusts investments that are required to be maintained by the Trust pursuant to the 1940 Act with respect to the Advisers responsibilities under this Agreement for the Trust, and which are not otherwise maintained by the administrator, fund accounting agent, custodian or other service providers to the Trust.(b) In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Adviser hereby agrees that all records which it maintains for the Trust are the property of the Trust and further agrees to surrender promptly to the Trust any such records upon the Trusts request. 9. CustodyNothing in this Agreement will require the Adviser to take or receive physical possession of cash, securities, or other investments of the Trust. 10. Expenses(a) During the term of this Agreement, the Adviser will bear all costs and expenses of its employees and any overhead incurred in connection with its duties hereunder, except as provided pursuant to paragraph (c) of this Section 10, and shall bear the costs of any salaries or trustees fees of any officers or trustees of the Trust who are affiliated persons (as defined in the 1940 Act) of the Adviser.(b) The Trust will bear all other costs, fees and expenses of its operations and transactions, including those relating to: (1) organization; (2) calculation of the Trusts net asset value (including the cost and expenses of any independent valuation firm, agent or other provider); (3) expenses payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for the Trust and in monitoring the Trusts investments; (4) interest payable on indebtedness and dividends and distributions on preferred shares, as applicable, if any, incurred to finance the Trusts investments; (5) offerings of the Trusts common shares and other securities (including, all fees, costs and expenses related thereto); (6) fees payable to third parties, including agents, legal counsel, consultants or other advisors, relating to, or associated with, evaluating and making investments; (7) administrator, transfer agent and custodian fees; (8) federal and state registration fees; (9) all costs of registration and listing the Trusts shares on any securities exchange; (10) federal, state and local taxes; (11) independent trustees fees and expenses; (12) costs of preparing and filing reports or other documents required by governmental bodies (including the SEC), including printing costs; (13) costs of any reports, proxy statements or other notices to shareholders, including printing costs; (14) insurance premiums for fidelity bond and other insurance coverage, including the Trusts allocable portion of the fidelity bond, trustees and officers errors and omissions liability insurance, including independent trustees liability insurance, and any other insurance premium; (15) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; (16) brokerage commissions, assignment fees and other costs in connection with the purchase, holding or sale of securities and other investment instruments (including, without limitation, security settlement costs); (17) expenses incidental to holding meetings of the Trusts shareholders, including proxy solicitations therefor; provided, however, that the Trust will not bear such expenses with respect to any meeting of the Trusts shareholders held for the purpose of seeking shareholder approval of a new investment advisory agreement in connection A-6with a change of control of the Adviser; (18) unusual, non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust is a party and legal obligations that the Trust may have to indemnify the Trusts directors, officers and/or employees or agents with respect to these actions, suits or proceedings; and (19) all other expenses incurred by the Trust in connection with administering the Trusts business.(c) The Trust may, if and to the extent approved by the Board of Trustees, including a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, from time to time reimburse the Adviser for certain costs and expenses incurred by the Adviser in connection with the management of the Trusts assets, which may include the Trusts allocable share of portfolio management and trading software costs, research expenses (including modeling and analytic software costs), diligence expenses and out-of-pocket travel costs incurred in connection with the management of the Trusts assets. For the avoidance of doubt, in no event shall expenses associated with the general overhead of the Adviser be reimbursed by the Trust.11. Compensation of the Adviser(a) The Trust agrees to pay to the Adviser and the Adviser agrees to accept as full compensation for all services rendered by the Adviser as such, a monthly fee in arrears at an annual rate equal to 0.80% of the Trusts average daily value of the Trusts Managed Assets. For any period less than a month during which this Agreement is in effect, the fee shall be prorated according to the proportion which such period bears to a full month of 28, 29, 30 or 31 days, as the case may be. (b) Managed Assets means the total assets of the Trust, including the assets attributable to the proceeds from financial leverage (including through the issuance of preferred shares or the issuance of senior securities representing indebtedness), minus liabilities, other than liabilities related to any financial leverage. (c) For purposes of this Agreement, the total assets of the Trust shall be calculated pursuant to the procedures adopted by resolutions of the Trustees of the Trust for calculating the value of the Trusts assets.(d) The Adviser may elect from time to time, in its sole discretion, to waive its right to reimbursement or its receipt of the advisory fee.12. Representations and Warranties(a) The Trust represents and covenants to the Adviser as follows:(i) The Trust is duly organized and validly existing under the laws of the State of Delaware with the power to own and possess its assets.(ii) The execution, delivery and performance by the Trust of this Agreement are within the Trusts powers and have been duly authorized by all necessary actions of the Board of Trustees, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or A-7regulation, (ii) the Trusts governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instruments binding upon the Trust.(iii) The Trust is, or will be prior to commencing operations, registered as a closed-end management investment company under the 1940 Act and the Trusts shares are, or will be prior to commencing operations, registered under the Securities Act of 1933, as amended, and under any applicable state securities laws, or exempt from such registration.(b) The Adviser represents and covenants to the Trust as follows:(i) The Adviser is duly organized and validly existing under the laws of the State of Delaware.(ii) The execution, delivery and performance by the Adviser of this Agreement are within the Advisers powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance of this Agreement by the parties to this Agreement, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Advisers governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instruments binding upon the Adviser.(iii) The Adviser is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement.13. Limitation on LiabilityThe Adviser will not be liable for any error of judgment or mistake of law or for any loss suffered by Adviser or by the Trust in connection with the performance of this Agreement, except a loss resulting from a breach of a fiduciary duty with respect to the receipt of compensation for services or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder).14. IndemnificationThe Trust shall indemnify, defend and protect the Adviser, its members and their respective officers, managers, partners, agents, employees, controlling persons, members and any other person affiliated with any of them (collectively, the Indemnified Parties) (each of whom shall be deemed a third party beneficiary hereof) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, A-8investigation or other proceeding (including an action or suit by or in the right of the Trust or its security holders) arising out of or otherwise based upon the performance of any of the Advisers duties or obligations under this Agreement or otherwise as an investment adviser of the Trust. Notwithstanding the foregoing provisions of this Section 12 to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Trust or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of any Indemnified Partys duties or by reason of the reckless disregard of the Advisers duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder).15. Duration and Termination(a) This Agreement shall become effective as of the date hereof and, unless sooner terminated with respect to the Trust as provided herein, shall continue in effect for a period of two years. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Trust for successive periods of 12 months, provided such continuance is specifically approved at least annually by both:(i) the vote of a majority of the Trusts Board of Trustees or the vote of a majority of the outstanding voting securities of the Trust at the time outstanding and entitled to vote, and (ii) the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. (b) Notwithstanding the foregoing, this Agreement may be terminated by the Trust at any time, without the payment of any penalty, upon giving the Adviser 60 days notice (which notice may be waived by the Adviser), provided that such termination by the Trust shall be directed or approved by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Trust at the time outstanding and entitled to vote, or by the Adviser on 60 days written notice to the Trust (which notice may be waived by the Trust). (c) This Agreement will immediately terminate in the event of its assignment. (d) As used in this Agreement, the terms majority of the outstanding voting securities, interested person and assignment shall have the same meanings of such terms in the 1940 Act.(e) The terms of Sections 6, 8, 13 and 14, 18, 19 and 20 of this Agreement shall survive the termination of this Agreement.16. NoticesAny notice under this Agreement shall be in writing to the other party at such address as the other party may designate from time to time for the receipt of such notice and shall be deemed to be received on the earlier of the date actually received or on the fourth day after the postmark if such notice is A-9mailed first class postage prepaid.17. Amendment of this AgreementNo provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. Any amendment of this Agreement shall be subject to the 1940 Act.18. Governing LawThis Agreement shall be governed by and construed in accordance with the laws of the State of Delaware for contracts to be performed entirely therein without reference to choice of law principles thereof and in accordance with the applicable provisions of the 1940 Act.19. Use of the NameThe Adviser has consented to the use by the Trust of the name or identifying word XA, XAI or XA Investments in the name of the Trust. Such consent is conditioned upon the employment of the Adviser as the investment adviser to the Trust. The name or identifying word XA, XAI or XA Investments may be used from time to time in other connections and for other purposes by the Adviser and any of its affiliates. The Adviser may require the Trust to cease using XA, XAI or XA Investments in the name of the Trust, if the Trust ceases to employ, for any reason, the Adviser, any successor thereto or any affiliate thereof as investment adviser of the Trust. If so required by the Adviser, the Trust will cease using XA, XAI or XA Investments in its name as promptly as practicable and make all reasonable efforts to remove XA, XAI or XA Investments from its name.20. Miscellaneous(a) The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.(b) If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. (c) Nothing contained in this Agreement will be deemed to require the Trust to take any action contrary to the Trusts Amended and Restated Agreement and Declaration of Trust or By-laws, as they may be amended and/or restated from time to time, or any applicable statute or regulation, or to relieve or deprive the Board of Trustees of its responsibility for and control of the conduct of the affairs of the Trust. (d) This Agreement shall be binding on, and shall inure to the benefit of the parties hereto and their respective successors.(e) This Agreement may be executed in counterparts by the parties hereto, each of which shall constitute an original counterpart, and all of which, together, shall constitute one Agreement. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.A-10(f) This Agreement constitutes the entire understanding and agreement, and supersedes any and all other proposals, understandings, and agreements among the parties with respect to the subject matter hereof.IN WITNESS WHEREOF, the parties hereto have caused the foregoing instrument to be executed by their duly authorized officers, all as of the day and the year first above written.MADISON COVERED CALL & EQUITY STRATEGY FUNDBy: Name: Title: XA INVESTMENTS LLCBy: Name: Title: A-11EXHIBIT BNEW SUBADVISORY AGREEMENTINVESTMENT SUBADVISORY AGREEMENTINVESTMENT SUB-ADVISORY AGREEMENT (the Agreement), dated as of [ ], 2024 (the Effective Date) among Madison Covered Call and Equity Strategy Fund, a Delaware statutory trust (the Trust), XA Investments LLC, a Delaware limited liability company (the Adviser), and Madison Asset Management, LLC a Wisconsin limited liability company (the Sub-Adviser).WHEREAS, the Adviser has agreed to furnish investment management and advisory services to the Trust, a closed-end management investment company registered under the Investment Company Act of 1940, as amended (the 1940 Act);WHEREAS, the investment advisory agreement between the Adviser and the Trust dated as of [ ] (such agreement or the most recent successor agreement between such parties relating to advisory services to the Trust is referred to herein as the Investment Advisory Agreement) contemplates that the Adviser may sub-contract investment advisory services with respect to the Trust to a sub-adviser(s) pursuant to a sub-advisory agreement(s) agreeable to the Trust and approved in accordance with the provisions of the 1940 Act;WHEREAS, the Adviser wishes to retain the Sub-Adviser to provide certain sub-advisory services; WHEREAS, the Sub-Adviser is a registered investment adviser under the Investment Advisers Act of 1940, as amended (the Advisers Act); andWHEREAS, this Agreement has been approved in accordance with the provisions of the 1940 Act, and the Sub-Adviser is willing to furnish such services upon the terms and conditions herein set forth;NOW, THEREFORE, in consideration of the mutual premises and covenants herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged, it is agreed by and between the parties hereto as follows:1. Appointment(a) The Adviser hereby appoints the Sub-Adviser to act as the investment sub-adviser to the Trust and to furnish the services described herein, for the period and upon the terms herein set forth.(b) The Sub-Adviser hereby agrees, all as more fully set forth herein, to act as investment sub-adviser to the Trust and to furnish the services described below with respect to the investment of the Trusts assets and the purchase of securities for and the sale of securities held in the investment portfolio of the Trust.(c) The Sub-Adviser for all purposes in this Agreement will be deemed to be an independent contractor and, unless otherwise expressly provided or authorized in this Agreement, will have no authority to act for or represent the Adviser or the Trust in any way B-1or otherwise be deemed an agent of the Adviser or the Trust. 2. Duties and Obligations of the Sub-Adviser with Respect to Investment of Assets of the Trust(a) Subject to the oversight and supervision of the Adviser and direction and control of the Trusts Board of Trustees, the Sub-Adviser will act as sub-adviser for the Trust and perform one or more of the following services at the request of the Adviser in connection with the investment and reinvestment of the Trusts assets: (i) managing the investment and reinvestment of the assets of the Trust in accordance with the investment policies and guidelines of the Trust;(ii) subject to the provisions of Section 4 hereof, purchasing and selling securities and other assets for the Trust and placing orders for purchases and sales of assets of the Trust; (iii) providing investment research and credit analysis concerning the assets of the Trust; (iv) monitoring on a daily basis the investment activities and portfolio holdings relating to the Trust;(v) voting proxies relating to the Trusts portfolio securities in accordance with the proxy voting policies and procedures of the Sub-Adviser; and(vi) settlement of transactions and completing corporate actions. (b) At the request of the Adviser, the Sub-Adviser will also, subject to the oversight and supervision of the Adviser and the direction and control of the Trusts Board of Trustees, consult with the Adviser as to the overall management of the assets of the Trust and the investment policies and practices of the Trust, including (but not limited to) the use by the Trust of financial leverage and matters relating to such financial leverage (e.g., form, amount and costs) and the utilization by the Trust of any interest rate or other hedging or risk management transactions in connection therewith. (c) In addition, the Sub-Adviser will keep the Trust and the Adviser informed of developments relating to the Sub-Adviser or the Trusts investments materially affecting the Trust and shall, upon request, furnish to the Adviser and the Trust all information relevant to such developments. (d) The Sub-Adviser will periodically communicate to the Adviser or other service providers of the Trust, at such times as the Adviser may request, information concerning the purchase and sale of securities for the Trust and such other information as the Adviser may reasonably require for purposes of fulfilling its obligations to the Trust under the Investment Advisory Agreement.(e) In addition to the investment policies and guidelines of the Trust, the Adviser may from time to time communicate to the Sub-Adviser instructions (the Instructions) in writing that limit or supplement the investment policies and guidelines and are subject to approval by the Sub-B-2Adviser, which approval shall not be unreasonably withheld. Neither the investment policies and guidelines nor the Instructions shall require the Sub-Adviser to obtain capabilities or resources beyond those it possesses as of the Effective Date. The Adviser shall promptly notify the Sub-Adviser, in writing, of any change in the investment policies and guidelines that is made for any reason, including but not limited to a change by the Adviser, the Trust or in any applicable law or regulation. The Adviser acknowledges that the Sub-Adviser may be required to terminate delivery of certain data or services used in managing the Trust in the event the Sub-Adviser is no longer able to obtain such data or services.(f) The Sub-Adviser shall maintain business continuity, cybersecurity, disaster recovery and backup capabilities and facilities in keeping with industry standards and Securities and Exchange Commission (SEC) requirements through which the Sub-Adviser will be able to perform its obligations hereunder with minimal disruptions or delay. (g) To the extent prohibited by Regulation S-P, the Sub-Adviser and its affiliates will not disclose any non-public personal information, as defined in Regulation S-P, received from the Trust regarding any shareholder unless in accordance with an exception under Regulation S-P, or as otherwise may be permitted by law. The Sub-Adviser represents and warrants that, in accordance with applicable state privacy laws and Regulation S-P, it has implemented safeguards by adopting policies and procedures reasonably designed to: (i) insure the security and confidentiality of records and non-public personal information of shareholders; (ii) protect against any anticipated threats or hazards to the security or integrity of shareholder records and non-public personal information; and (iii) protect against unauthorized access to or use of such shareholder records or non-public personal information that could result in substantial harm or inconvenience to any shareholder. The Sub-Adviser shall treat confidentially all records of the Trust and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where the Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or (ii) when so requested by the Trust.(h) The Sub-Adviser acknowledges that, in compliance with the Bank Secrecy Act, as amended, the USA PATRIOT Act, and any implementing regulations thereunder (together, the AML Laws), the Trust has adopted anti-money laundering policies and procedures (the AML Policies). The Sub-Adviser agrees to comply with the Trusts AML Policies and the AML Laws, as the same may apply to the Sub-Adviser, now and in the future, and understands and agrees that the Trust may disclose information regarding the Sub-Adviser to governmental and/or regulatory or self-regulatory authorities to the extent required by applicable law or regulation and may file reports with such authorities as may be required by such law or regulation.(i) The Sub-Adviser shall provide such information as may reasonably be requested by the Adviser and/or the Board of Trustees under Section 15(c) of the 1940 Act in connection with its annual consideration of this Agreement.B-3(i) Nothing in this Agreement is deemed to impose on the Sub-Adviser responsibility for the preparation of the Trusts financial statements or the Trusts other financial and regulatory filing and reporting obligations, provided that the Sub-Adviser shall provide sub-certifications in the form reasonably requested by the Trust relating to the Sub-Advisers services under this Agreement to assist the Trust in complying with the provisions of the Sarbanes-Oxley Act of 2002.3. Covenants(a) In the performance of its duties under this Agreement, the Sub-Adviser shall at all times conform to, and act in accordance with, any requirements imposed by:(i) the provisions of the 1940 Act and the Advisers Act and all applicable Rules and Regulations of the SEC; (ii) any other applicable provision of law; (iii) the provisions of this Agreement and Declaration of Trust and By-Laws of the Trust, as such documents are amended from time to time; (iv) the investment objective, policies and restrictions of the Trust as set forth in its Registration Statement on Form N-2 and as supplemented from time to time by the Trusts shareholder reports and other SEC filings; and (v) any policies and determinations of the Board of Trustees of the Trust.(b) The Sub-Adviser will not consult with any other sub-adviser of the Trust or any other sub-adviser to a fund under common control with the Trust concerning transactions of the Trust in securities or other assets.(c) The Sub-Adviser will maintain a written code of ethics (the Code of Ethics) pursuant to Rule 17j-1 under the 1940 Act, a copy of which will be provided to the Trust and the Adviser, and will institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Sub-Adviser will follow such Code of Ethics in performing its services under this Agreement.(d) The Sub-Adviser will maintain compliance policies and procedures adopted pursuant to Rule 206(4)-7 under the Advisers Act and Rule 38a-1 under the 1940 Act, a copy of which will be provided to the Trust and the Adviser, and follow such compliance policies and procedures in performing its services under this Agreement; and(e) The Sub-Adviser will cooperate with the chief compliance officer of the Trust in connection with the implementation and operation of the Trusts compliance policies and procedures adopted pursuant to Rule 38a-1 under the 1940 Act, and will prepare necessary reports and provide the Trusts chief compliance officer with access to information reasonably necessary for the Trust to comply with Rule 38a-1.4. Portfolio Transactions(a) In the performance of its duties under this Agreement, the Sub-Adviser will place orders either directly with the issuer or with any broker B-4or dealer. Subject to the other provisions of this paragraph, in placing orders with brokers and dealers, the Sub-Adviser will attempt to obtain the best price and the most favorable execution of its orders, and all such brokerage placement shall be made in compliance with Section 28(e) of the Securities Exchange Act of 1934, as amended. In placing orders, the Sub-Adviser will consider the experience and skill of the firms securities traders as well as the firms financial responsibility and administrative efficiency. Consistent with this obligation, the Sub-Adviser may select brokers on the basis of the research, statistical and pricing services they provide to the Trust and other clients of the Sub-Adviser. Information and research received from such brokers will be in addition to, and not in lieu of, the services required to be performed by the Sub-Adviser hereunder. A commission paid to such brokers may be higher than that which another qualified broker would have charged for effecting the same transaction, provided that the Sub-Adviser determines in good faith that such commission is reasonable in terms either of the transaction or the overall responsibility of the Sub-Adviser to the Trust and its other clients and that the total commissions paid by the Trust will be reasonable in relation to the benefits to the Trust over the long-term. In no instance, however, will the Trusts securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except to the extent permitted by the SEC or by applicable law.(b) At the request of the Adviser or the Trust, the Sub-Adviser will identify and provide a written description to the Adviser and the Board of Trustees of the Trust of soft dollar arrangements that the Sub-Adviser maintains with respect to the Trust or with brokers or dealers that execute transactions for the Trust, and of research and other services provided to the Sub-Adviser by a broker or dealer (whether prepared by such broker or dealer or by a third party) as a result, in whole or in part, of the direction of Trust transactions to the broker or dealer. (c) From time to time, the Sub-Adviser or brokers or dealers affiliated with it may find themselves in a position to buy for certain of their clients (each an Account) securities which the Sub-Advisers investment advisory clients wish to sell, and to sell for certain of their clients securities which advisory clients wish to buy. Where one of the parties is an advisory client, the Sub-Adviser or the affiliated broker or dealer cannot participate in this type of transaction (known as a cross transaction) on behalf of an advisory client and retain commissions from one or both parties to the transaction without the advisory clients consent. This is because in a situation where the Sub-Adviser is making the investment decision (as opposed to a brokerage client who makes his own investment decisions), and the Sub-Adviser or an affiliate is receiving commissions from both sides of the transaction, there is a potential conflicting division of loyalties and responsibilities on the Sub-Advisers part regarding the advisory client. However, the SEC has adopted a rule under the Advisers Act that permits the Sub-Adviser or its affiliates to participate on behalf of an Account in agency cross transactions if the advisory client has given written consent in advance. Therefore, by execution of this Agreement, the Trust authorizes the Sub-Adviser or its affiliates to participate in agency cross transactions involving an Account. The Trust may revoke its consent at any time by written notice to the Sub-Adviser.5. ConfidentialityEach of the Trust, the Adviser and the Sub-Adviser acknowledge and agree that in satisfying its respective obligations under and performing B-5services in connection with this Agreement, any party may have access to another partys confidential and proprietary information and materials concerning or pertaining to the others business (confidential information). Each party will receive and hold such information in the strictest confidence, and acknowledge, represent, and warrant that it will use its best efforts to protect the confidentiality of this information to the same degree of care as it would its own confidential information. Each party agrees that, without the prior written consent of the other party, which approval shall not be unreasonably withheld, such party will not use, copy, or divulge to third parties or otherwise use, except in accordance with the terms of this Agreement, any confidential information of another party without the prior written consent of such other party; provided, however, this covenant shall not apply to (i) information which is in the public domain now or when it becomes in the public domain in the future, other than by reason of a breach of this Agreement, (ii) information which has come to a party from a lawful source not bound to maintain the confidentiality of such information, other than from any other party or an affiliate or representative of that party, (iii) information which is independently developed without the use of confidential information, (iv) disclosures which are required by law, regulatory authority, regulation or legal process or are made to any regulatory agency in the normal course of an examination, audit or investigation involving such party, or (v) disclosure as reasonably necessary in the course of business to third parties subject to a duty to maintain the confidentiality of the information. Notwithstanding the foregoing, the Sub-Adviser may disclose information it receives from or on behalf of the Trust or the Adviser to officers and employees of the Sub-Adviser or any of its affiliates in the course of providing the services under this Agreement and the Sub-Adviser may disclose the Trusts TIN information to third parties as required to perform the Sub-Advisers services under this Agreement. 6. Services Not Exclusive(a) Nothing in this Agreement shall prevent the Sub-Adviser or any officer, employee or other affiliate thereof from acting as investment adviser for any other person, firm or corporation, or from engaging in any other lawful activity, and shall not in any way limit or restrict the Sub-Adviser or any of its officers, employees or agents from buying, selling or trading any securities for its or their own accounts or for the accounts of others for whom it or they may be acting; provided, however, that the Sub-Adviser will undertake no activities which, in its judgment, will adversely affect the performance of its obligations under this Agreement.(b) The Sub Adviser currently manages, and may in the future manage, other investment accounts and funds, including those with investment objectives similar to the Trust. Securities considered as investments for the Trust may also be appropriate for other investment accounts and funds that may be managed by the Sub-Adviser. Subject to applicable laws and regulations, the Sub-Adviser will attempt to allocate equitably portfolio transactions among the portfolios of its other investment accounts and funds purchasing securities whenever decisions are made to purchase or sell securities by the Trust and one or more of such other accounts or funds over time. In making such allocations, the main factors to be considered by the Sub-Adviser will be the respective investment objectives of the Trust and such other accounts and funds, the relative size of portfolio holdings of the same or comparable securities, the availability of cash for investment by the Trust and such other accounts and funds, the size of investment commitments generally B-6held by the Trust and such accounts and funds, and the opinions of the persons responsible for recommending investments to the Trust and such other accounts and funds. 7. Books and Records(a) The Sub-Adviser undertakes and agrees to maintain or cause others to maintain, in the form and for the period required by Rule 31a-2 under the 1940 Act, all records relating to the Trusts investments that are required to be maintained by the Trust pursuant to the 1940 Act with respect to the Sub-Advisers responsibilities under this Agreement for the Trust, and which are not otherwise maintained by the administrator, fund accounting agent, custodian or other service providers to the Trust.(b) In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which it maintains for the Trust are the property of the Trust and further agrees to surrender promptly to the Trust any such records upon the Trusts request, except for any software or other intellectual property that is proprietary to, or owned or licensed by, the Sub-Adviser or any of its affiliates, which shall remain the property of the Sub-Adviser. Notwithstanding the foregoing, the Sub-Adviser shall retain those original records or copies of records in order to comply with the Advisers Act record keeping requirement, applicable law and its own internal policies.(c) Each of the Adviser and the Trust shall own, have custody of and maintain its general corporate accounts and records. At reasonable times and upon reasonable notice, the Trust shall provide the Sub-Adviser with access to all books, records, accounts, facilities, and personnel necessary or appropriate for the performance of the Sub-Advisers obligations under this Agreement. 8. CustodyNothing in this Agreement will require the Sub-Adviser to take or receive physical possession of cash, securities, or other investments of the Trust. The Trust shall select, engage and maintain at the Trusts expense one or more custodians meeting the requirements of Section 17(f) of the 1940 Act and the rules, regulations and interpretations thereunder (each a Custodian) to serve as Custodian(s) of the Trust assets. The Adviser shall provide the Sub-Adviser, in writing, the identity of each Custodian, any change in a Custodian and all other information regarding the Custodian(s) required for the Sub-Adviser to carry out its duties under this Agreement. The Adviser shall notify each Custodian of the appointment of the Sub-Adviser and of the authority of the Sub-Adviser to effect investments with respect to the Trust assets. All transactions authorized by this Agreement are made by payment to or delivery by the Custodian(s). The Sub-Adviser shall have no rights or responsibilities, including to direct payment or move cash or assets of the Trust, that would be defined as taking custody under the Advisers Act. In connection with the Trusts custody agreement(s), the Adviser and the Trust will ensure that no such rights are given to the Sub-Adviser. The Trust and the Adviser will ensure that the Sub-Adviser may use the Depositary Trust Companys Institutional Delivery System for trade confirmation and settlement. B-79. Expenses(a) During the term of this Agreement, the Sub-Adviser will bear all costs and expenses of its employees and any overhead incurred in connection with its duties hereunder, except as provided pursuant to paragraph (d) of this Section 9, and shall bear the costs of any salaries or trustees fees of any officers or trustees of the Trust who are affiliated persons (as defined in the 1940 Act) of the Sub-Adviser.(b) The Sub-Adviser shall not be responsible for any expenses of the Adviser or the Trust not specifically set forth in this Section 9 or otherwise in any written agreement between the Sub-Adviser and the Trust or the Adviser, as the case may be.(c) The Trust will bear all other costs, fees and expenses of its operations and transactions, including those relating to: (1) organization; (2) calculation of the Trusts net asset value (including the cost and expenses of any independent valuation firm, agent or other provider); (3) expenses payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for the Trust and in monitoring the Trusts investments; (4) interest payable on indebtedness and dividends and distributions on preferred shares, as applicable, if any, incurred to finance the Trusts investments; (5) offerings of the Trusts common shares and other securities (including, all fees, costs and expenses related thereto); (6) fees payable to third parties, including agents, legal counsel, consultants or other advisors, relating to, or associated with, evaluating and making investments; (7) administrator, transfer agent and custodian fees; (8) federal and state registration fees; (9) all costs of registration and listing the Trusts shares on any securities exchange; (10) federal, state and local taxes; (11) independent trustees fees and expenses; (12) costs of preparing and filing reports or other documents required by governmental bodies (including the SEC), including printing costs; (13) costs of any reports, proxy statements or other notices to shareholders, including printing costs; (14) insurance premiums for fidelity bond and other insurance coverage, including the Trusts allocable portion of the fidelity bond, trustees and officers errors and omissions liability insurance, including independent trustees liability insurance, and any other insurance premium; (15) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; (16) brokerage commissions, assignment fees and other costs in connection with the purchase, holding or sale of securities and other investment instruments (including, without limitation, security settlement costs; (17) expenses incidental to holding meetings of the Trusts shareholders, including proxy solicitations therefor; provided, however, that the Trust will not bear such expenses with respect to any meeting of the Trusts shareholders held for the purpose of seeking approval of a new investment sub-advisory agreement in connection with a change of control of the Sub-Adviser; (18) unusual, non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust is a party and legal obligations that the Trust may have to indemnify the Trusts directors, officers and/or employees or agents with respect to these actions, suits or proceedings; and (19) all other expenses incurred by the Trust in connection with administering the Trusts business.B-810. Compensation of the Sub-Adviser(a) The Trust agrees to pay to the Sub-Adviser, and the Sub-Adviser agrees to accept as full compensation for all services rendered by the Sub-Adviser under this Agreement, a monthly fee in arrears in an amount equal to the specified percentage of the advisory fee payable to the Adviser from the Trust (the Sub-Advisory Fee):Average Daily Managed AssetsSub-Adviser Percentage of Management Fees / (Fee Rate)Type of Fee SplitFirst $175 million55% / (0.44%)AbsoluteGreater than $175 million and up to $25050% / (0.40%)BlendedOver $250 million*50% / (0.40%)Absolute* If the Trusts Daily Managed Assets exceed $250 million for a period of more than 10 consecutive trading days, the Trusts management fee split will be reset to 50% to the Sub-Adviser and 50% to the Adviser on an Absolute Fee Split basis.(b) For any period less than a month during which this Agreement is in effect, the fee shall be prorated according to the proportion which such period bears to a full month of 28, 29, 30 or 31 days, as the case may be.(c) Blended Fee Split means the total sub-advisory fees paid to the Sub-Adviser will be a result of different sub-advisory fee rates assessed to different asset levels. By way of example, in a theoretical scenario in which the Trust has Managed Assets of $200 million, the resulting Sub-Advisory Fees for the Sub-Adviser will be equal to (0.44% x $175 million) + (0.40% x $25 million), with a Blended Fee Split of 0.431%.(d) Absolute Fee Split means the total sub-advisory fees paid to the Sub-Adviser will be a result of the applicable fee rate multiplied by all of the Trusts Managed Assets.(e) Managed Assets means the total assets of the Trust, including the assets attributable to the proceeds from financial leverage (including through the issuance of preferred shares or the issuance of senior securities representing indebtedness), minus liabilities, other than liabilities related to any financial leverage.(f) For purposes of this Agreement, the total assets of the Trust shall be calculated pursuant to the procedures adopted by resolutions of the Trusts Board of Trustees for calculating the value of the Trusts assets.(g) The Sub-Adviser may elect from time to time, in its sole discretion, to waive its right to receipt of all or a portion of the Sub-Advisory Fee.11. Representations and Warranties(a) The Trust represents and covenants to the Sub-Adviser as follows:(i) The Trust is duly organized and validly existing under the laws of the State of Delaware with the power to own and possess its assets.B-9(ii) The execution, delivery and performance by the Trust of this Agreement are within the Trusts powers and have been duly authorized by all necessary actions of the Board of Trustees, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (1) any provision of applicable law, rule or regulation, (2) the Trusts governing instruments, or (3) any agreement, judgment, injunction, order, decree or other instruments binding upon the Trust.(iii) The Trust is, or will be prior to commencing operations, registered as a closed-end management investment company under the 1940 Act and the Trusts shares are, or will be prior to commencing operations, registered under the Securities Act of 1933, as amended, and under any applicable state securities laws, or exempt from such registration.(iv) Prior to the Sub-Adviser commencing services under this Agreement, the Trust will have legal title to the assets in the Trust and no restrictions shall exist as to the ownership or transfer of such assets unless specifically set forth in this Agreement.(b) The Adviser represents and covenants to the Sub-Adviser as follows:(i) The Adviser is duly organized and validly existing under the laws of the State of Delaware.(ii) The execution, delivery and performance by the Adviser of this Agreement are within the Advisers powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance of this Agreement by the parties to this Agreement, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (1) any provision of applicable law, rule or regulation, (2) the Advisers governing instruments, or (3) any agreement, judgment, injunction, order, decree or other instruments binding upon the Adviser.(iii) This Agreement constitutes a valid and binding obligation of the Adviser, enforceable against the Adviser in accordance with its terms, except to the extent such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, or similar laws affecting the rights of creditors generally and by general equity principles.(iv) The Adviser is not prohibited by the 1940 Act or B-10the Advisers Act from serving as investment adviser to the Trust.(v) The Adviser hereby acknowledges receipt of Sub-Advisers Form ADV, Part 2 before, or at the time of, signing this Agreement.(c) The Sub-Adviser represents and covenants to the Adviser and the Trust as follows:(i) The Sub-Adviser is duly organized and validly existing under the laws of the State of Wisconsin.(ii) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Advisers powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance of this Agreement by the parties to this Agreement, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (1) any provision of applicable law, rule or regulation, (2) the Sub-Advisers governing instruments, or (3) any agreement, judgment, injunction, order, decree or other instruments binding upon the Sub-Adviser.(iii) This Agreement constitutes a valid and binding obligation of the Sub-Adviser, enforceable against the Sub-Adviser in accordance with its terms, except to the extent such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, or similar laws affecting the rights of creditors generally and by general equity principles.(iv) The Sub-Adviser is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement.12. Certain InformationThe Adviser shall promptly notify the Sub-Adviser, and the Sub-Adviser shall promptly notify the Trust and the Adviser in writing of the occurrence of any of the following events:(a) such party failing to be registered as an investment adviser under the Advisers Act;(b) such party having been served or otherwise have notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Trust;(c) the occurrence of any change in control of such party or any parent of such party within the meaning of the 1940 Act; or B-11(d) the occurrence of any material adverse change in the business or financial position of such party. 13. Limitation on LiabilityThe Sub-Adviser will not be liable for any error of judgment or mistake of law or for any loss suffered by Sub-Adviser, the Adviser or by the Trust in connection with the performance of this Agreement, except a loss resulting from a breach of a fiduciary duty with respect to the receipt of compensation for services or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder). Nothing herein shall constitute a waiver or restriction of any partys rights under applicable federal or state securities laws.14. IndemnificationThe Trust shall indemnify, defend and protect the Sub-Adviser, its members and their respective officers, managers, partners, parent, corporate group affiliates, agents, employees, controlling persons, members, and any other person affiliated with any of them (collectively, the Indemnified Parties) (each of whom shall be deemed a third party beneficiary hereof) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Trust or its security holders) arising out of or otherwise based upon the performance of any of the Sub-Advisers duties or obligations under this Agreement or otherwise as an investment adviser of the Trust. Notwithstanding the foregoing provisions of this Section 14 to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Trust or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of any Indemnified Partys duties or by reason of the reckless disregard of the Sub-Advisers duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder).15. Duration and Termination(a) This Agreement shall become effective as of the Effective Date and, unless sooner terminated with respect to the Trust as provided herein, shall continue in effect for a period of two years. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Trust for successive periods of 12 months, provided such continuance is specifically approved at least annually by both:(i) the vote of a majority of the Trusts Board of Trustees or the vote of a majority of the outstanding voting securities of the Trust at the time outstanding and entitled to vote, and B-12(ii) the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. (b) Notwithstanding the foregoing, this Agreement may be terminated by (i) the Adviser or the Trust at any time, without the payment of any penalty, upon giving the Sub-Adviser 60 days notice (which notice may be waived by the Sub-Adviser), provided that such termination by the Trust shall be directed or approved by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Trust at the time outstanding and entitled to vote, or (ii) the Sub-Adviser on 60 days written notice to the Trust and the Adviser (which notice may be waived by the Trust or the Adviser on behalf of both the Trust and the Adviser). (c) This Agreement will immediately terminate in the event of its assignment and will immediately terminate upon any termination of the Investment Advisory Agreement between the Trust and the Adviser.(d) As used in this Agreement, the terms majority of the outstanding voting securities, interested person and assignment shall have the same meanings of such terms in the 1940 Act.(e) The terms of Sections 5, 7, 10, 13, 14, 18, 19 and 20 of this Agreement shall survive the termination of this Agreement.16. NoticesAny notice under this Agreement shall be in writing to the other parties and shall be considered as properly given or made if (a) sent by overnight delivery by a nationally recognized air courier service, (b) sent by electronic mail with no receipt of error in the delivery, or (c) mailed by registered or certified mail, return receipt requested, and if addressed to the respective address listed below:If to Adviser, to: XA Investments, LLC 321 North Clark Street #2430 Chicago, IL 60654 Attention: General CounselIf to the Trust, to:Madison Covered Call & Equity Strategy Fund 321 North Clark Street #2430 Chicago, IL 60654 Attention: Chief Executive OfficerIf to Sub-Adviser, to:Madison Investment Holdings, Inc. 550 Science Drive Madison, WI 53711 Attention: Steven A. Carlor at such address as the other party may designate from time to time for the receipt of such notice and shall be deemed effective on receipt.17. Amendment of this AgreementNo provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. Any amendment of this Agreement shall be subject to the 1940 Act.B-1318. Governing LawThis Agreement shall be governed by and construed in accordance with the laws of the State of Delaware for contracts to be performed entirely therein without reference to choice of law principles thereof and in accordance with the applicable provisions of the 1940 Act. WAIVER OF JURY TRIAL AND PUNITIVE DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND ANY RIGHT TO SEEK PUNITIVE OR CONSEQUENTIAL DAMAGES.19. Use of the NameThe Sub-Adviser has consented to the use by the Trust of the name or identifying word Madison in the name of the Trust. Such consent is conditioned upon the employment of the Sub-Adviser as the investment sub-adviser to the Trust. The name or identifying word Madison may be used from time to time solely in connection with the Sub-Advisers services under this Agreement. The Sub-Adviser may require the Trust to cease using Madison in the name of the Trust, if the Trust ceases to employ, for any reason, the Sub-Adviser, any successor thereto or any affiliate thereof as investment sub-adviser of the Trust. If so required by the Sub-Adviser, the Trust will cease using Madison in its name as promptly as practicable and make all reasonable efforts to remove Madison from its name.20. Miscellaneous(a) The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.(b) If any provision of this Agreement is invalid, illegal, or unenforceable under applicable law of mandatory application, the validity, legality, and enforceability of that provision or condition in other instances and of the remaining provisions and conditions are not in any way affected thereby. (c) Nothing contained in this Agreement will be deemed to require the Trust to take any action contrary to the Trusts Amended and Restated Agreement and Declaration of Trust or By-laws, as they may be amended and/or restated from time to time, with notice to the Sub-Adviser, or any applicable statute or regulation, or to relieve or deprive the Board of Trustees of its responsibility for and control of the conduct of the affairs of the Trust. (d) This Agreement shall be binding on, and shall inure to the benefit of the parties hereto and their respective successors.(e) This Agreement may be executed in counterparts by the parties hereto, each of which when executed is deemed to be an original and all of which together are deemed to be one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.B-14(f) This Agreement constitutes the entire understanding and agreement, and supersedes any and all other proposals, understandings, and agreements among the parties with respect to the subject matter hereof.IN WITNESS WHEREOF, the parties hereto have caused the foregoing instrument to be executed by their duly authorized officers, all as of the day and the year first above written.MADISON COVERED CALL & EQUITY STRATEGY FUNDBy: Name: Title: XA INVESTMENTS LLCBy: Name: Title: MADISON ASSET MANAGEMENT, LLCBy: Name: Title: B-15EXHIBIT COTHER FUNDS WITH SIMILAR INVESTMENT OBJECTIVESMadison. The table below provides information regarding other registered investment companies managed by Madison which have a similar investment objective as the Fund.Name of Other FundOther Funds Investment ObjectiveAdvisers Management FeeNet Assets as of December 31, 2023Has Adviser Agreed to Waive or Reduce its Management Fee under any Applicable Contract?Madison Covered Call & Equity Income FundSeeks to provide consistent total return and, secondarily, to provide a high level of income and gains from option premiums.0.85%$261,020,326NoMadison Covered Call ETFSeeks to provide consistent total return and secondarily, to produce a high level of income and gains.0.90%1$82,690,175No1 Pursuant to an investment advisory agreement between Madison and the Madison ETFs Trust, on behalf of each series thereof (each, a Series), each Series has agreed to pay an annual unitary management fee to Madison. This unitary management fee is designed to pay each Series expenses and to compensate Madison for the services it provides to each Series. Out of the unitary management fee, Madison pays substantially all expenses of each Series, including the cost of investment management services, transfer agency, custody, fund administration, legal, audit and other service and license fees. The unitary fee does not cover, and therefore, each Series pays directly, interest, taxes, brokerage commissions, acquired fund fees and expenses and other expenses connected with the execution of portfolio transactions, distribution, and service fees payable pursuant to a Rule 12b-1 plan, if any, and extraordinary expenses.XAI. XAI does not manage other registered investment companies which have a similar investment objective as the Fund.C-1THIS PAGE INTENTIONALLY LEFT BLANKEVERY VOTE IS IMPORTANTMADISON COVERED CALL & EQUITY STRATEGY FUNDPO Box 43131Providence, RI 02940-3131VOTING OPTION:VOTE ON THE INTERNETLog on to:www.proxy-direct.comor scan the QR codeFollow the on-screen instructionsavailable 24 hoursVOTE BY PHONECall 1-800-337-3503Follow the recorded instructionsavailable 24 hoursVOTE BY MAILVote, sign and date this Proxy Card and return in the postage-paid envelopePlease detach at perforation before mailing.PROXYMADISON COVERED CALL & EQUITY STRATEGY FUNDSPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 15, 2024THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES. Greg D. Hoppe and Kyle Schalow (the Proxyholders), or any of them, each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Special Meeting of shareholders of the Madison Covered Call & Equity Strategy Fund (the "Fund"), to be held on Tuesday, October 15, 2024 at 9:00 a.m., local time at the offices of Madison Asset Management, LLC, 550 Science Drive, Madison, Wisconsin 53711, and any adjournments or postponements thereof.Shares represented by this proxy card when properly executed will be voted in the manner directed herein by the shareholder, and in the discretion of such proxies, upon any and all other matters as may properly come before the Special Meeting or any adjournment or postponement thereof. If no direction is made, on a properly executed card, this proxy will be voted "FOR" the proposals. If any of the Trustee nominees for any reason are unable or unwilling to serve, the Proxyholders will vote for the election of such other person as they may consider qualified. The shareholder hereby acknowledges receipt of this Notice of Special Meeting and Proxy Statement for the Special Meeting to be held on October 15, 2024.VOTE VIA THE INTERNET: www.proxy-direct.comVOTE VIA THE TELEPHONE: 1-800-337-3503MCC__34064_062724PLEASE MARK, SIGN, AND DATE ON THE REVERSE SIDE AND RETURN THE PROXY CARD USING THE ENCLOSED ENVELOPE.xxxxxxxxxxxxxx codeEVERY SHAREHOLDERS VOTE IS IMPORTANTImportant Notice Regarding the Availability of Proxy Materials for theSpecial Meeting to Be Held on October 15, 2024.The Proxy Statement for this meeting is available at:https://www.madisonfunds.com/MCNproxyPlease detach at perforation before mailing. TO VOTE, MARK BOXES BELOW IN BLUE OR BLACK AS SHOWN IN THIS EXAMPLE: xA.Proposals. THE BOARD RECOMMENDS YOU VOTE FOR THE FOLLOWING PROPOSALS: FOR AGAINST ABSTAIN 1. To approve a new investment advisory agreement between the Fund and XA Investments, LLC. FOR AGAINST ABSTAIN2. To approve a new investment subadvisory agreement among the Fund, Madison Asset Management, LLC and XA Investments, LLC. 3. To approve the election of five trustees to the Board of Trustees. FOR WITHHOLD01. Danielle Cupps* 02. Gregory Dingens** 03. Philip Franklin** 04. Scott Craven Jones*** 05. William Meyers*** *Class I Trustee to serve until the Funds 2027 Annual Meeting of Shareholders or until her successor shall have been elected and qualified.**Class II Trustee to serve until the Funds 2025 Annual Meeting of Shareholders or until his successor shall have been elected and qualified.***Class III Trustee to serve until the Funds 2026 Annual Meeting of Shareholders or until his successor shall have been elected and qualified.B. Authorized Signatures This section must be completed for your vote to be counted. Sign and Date Below.Note: Please sign exactly as your name(s) appear(s) on this proxy card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature.Date (mm/dd/yyyy) Please print date belowSignature 1 Please keep signature within the boxSignature 2 Please keep signature within the boxScanner bar code xxxxxxxxxxxxxx MCC 34064 xxxxxxxx Secretary;Assistant SecretarySince July 2024; from 2022 - June 2024Madison and MIA, Senior Compliance Analyst, September 2022 Present; Madison Funds and Ultra Series Fund, Secretary, July 2024 - Present and Assistant Secretary 2022 June 2024; Madison ETFs, Secretary July 2024 - Present and Assistant Secretary, June 2023 July 2024;State of Wisconsin Investment Board, Senior Paralegal, 2017 2022 Since July 2024; from 2022 - June 2024 Madison and MIA, Senior Compliance Analyst, September 2022 Present; Madison Funds and Ultra Series Fund, Secretary, July 2024 - Present and Assistant Secretary 2022 June 2024; Madison ETFs, Secretary July 2024 - Present and Assistant Secretary, June 2023 July 2024;State of Wisconsin Investment Board, Senior Paralegal, 2017 2022 Brandon Redwing1979Assistant Secretary andAnti-Money Laundering OfficerSince July 2024Madison and MIA, Mutual Fund Operations Manager, April 2024 - Present; Madison Funds, Ultra Series Fund and Madison ETFs Trust, Assistant Secretary and Anti-Money Laundering Officer, July 2024 Present. SS&C Technologies, Client Relationship Manager 2020 March 2024Current Board Committees, Leadership Structure and Risk Oversight Committees. The Current Board has determined that the efficient conduct of the trustees affairs makes it desirable to delegate responsibility for certain specific matters to committees of the Current Board. The committees meet as often as necessary, either in conjunction with regular meetings of the trustees or otherwise. The Current Board currently has two standing committees: the Audit Committee and the Nominating and Governance Committee.Audit Committee. The Current Board has an Audit Committee which is comprised of Richard E. Struthers (Chair), Steven P. Riege and Scott C. Jones. In addition to being independent trustees, as defined under the 1940 Act, each of these trustees also meets the additional independence requirements set forth in the NYSE Listed Company rules. The Audit Committee is charged with selecting an independent registered public accounting firm for the Fund and reviewing accounting matters with the Funds independent registered public accounting firm. The Audit Committee 30of the Current Board met four times during the last fiscal year. The Audit Committee presents the following report:The Audit Committee: (i) reviewed and discussed with management of the Fund the audited financial statements of the Fund for the fiscal year ended December 31, 2023; (ii) discussed with the Funds independent registered public accounting firm the matters required to be discussed under Public Company Accounting Oversight Board ("PCAOB") Auditing Standard No. 16, Communications with Audit Committee and all other communications required by other PCAOB Standards or Rules; and (iii) received the written disclosures and the letter from the Funds independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent accountants communications with the Audit Committee concerning the independence of the Funds independent registered public accounting firm. Based on these reviews and discussions, the Audit Committee recommended to the Current Board that the financial statements be included in the Funds Annual Report for the fiscal year ended December 31, 2023 and filed with the SEC.The Audit Committee is governed by a written charter, the most recent version of which was approved by the Current Board on May 23, 2024 (the Audit Committee Charter). In accordance with proxy rules promulgated by the SEC, the Funds Audit Committee Charter is required to be filed at least once every three years as an exhibit to the Funds proxy statement, and was last filed in 2022 as Attachment A to the Funds proxy statement. It is also available on the Funds website at www.madisonfunds.com. You may request a hard copy of the Audit Committee Charter to be mailed to you by calling the Fund toll-free at 1-800-767-0300.Nominating & Governance Committee. The Current Board has a Nominating & Governance Committee which is comprised of Steven P. Riege (Chair), Richard E. Struthers and Scott C. Jones. In addition to being independent trustees, as defined under the 1940 Act, each of these trustees also meets the additional independence requirements set forth in the NYSE Listed Company rules. The Nominating & Governance Committee of the Current Board met four times during the last fiscal year.The Nominating & Governance Committee is governed by a written charter, the most recent version of which was approved by the Current Board on February 22, 2024 (the Nominating & Governance Committee Charter). In accordance with proxy rules promulgated by the SEC, the Funds Nominating & Governance Committee Charter is required to be filed at least once every three years as an exhibit to the Funds proxy statement, and was last filed in 2022 as Attachment B to the Funds proxy statement. It is also available on the Funds website at www.madisonfunds.com. You may request a hard copy of the Nominating & Governance Committee Charter to be mailed to you by calling the Fund toll-free at 1-800-767-0300.As part of its duties, the Nominating & Governance Committee makes recommendations to the full Current Board with respect to candidates for the board. The Nominating & Governance Committee also will consider 31trustee candidates recommended by shareholders. In considering candidates submitted by shareholders, the Nominating & Governance Committee will take into consideration the needs of the board and the qualifications of the candidate. To have a candidate considered by the Nominating & Governance Committee, a shareholder must submit the recommendation in writing and must include the information required by the Procedures for Shareholders to Submit Nominee Candidates, which are set forth in Appendix A to the Nominating & Governance Committee Charter. The shareholder recommendation must be sent to the Funds Secretary, c/o Madison Asset Management, LLC, 550 Science Drive, Madison, Wisconsin 53711.Leadership Structure. The Current Board is relatively small and operates in a collegial atmosphere. Although no member is formally charged with acting as Chair, Mr. Ryan, the President of the Fund, acts as the Chairperson of board meetings. All Current Board members are expected to provide their input into establishing the boards meeting agenda. Likewise, each Current Board meeting contains a standing agenda item for any board member to raise new or additional items he or she believes is important in connection with Fund governance. The Current Board has charged Mr. Riege with acting as the lead independent trustee for purposes of communicating with Madison, the Funds Chief Compliance Officer, counsel to the independent trustees and Fund counsel on matters relating to the Current Board as a whole. The independent trustees often meet in executive session without representatives of Madison present (including meetings with counsel, the Chief Compliance Officer, and the Funds independent public accounting firm).Current Boards Role in Risk Oversight. Madison is responsible for the overall risk management of the Fund, which includes supervising its affiliated and third-party service providers and identifying and mitigating possible events that could adversely impact the Funds business, operations or performance. Risks to the Fund include investment, legal, compliance and regulatory risks, as well as the risk of operational failure or lack of business continuity. The Current Board oversees risk management of the Funds investment programs through the Audit Committee and through oversight by the Current Board itself. The Chief Compliance Officer of the Fund, who reports directly to the independent trustees, provides the Current Board with quarterly updates and a comprehensive annual report regarding the processes and controls in place to address regulatory, compliance, legal and operational risk. The Current Board exercises its oversight in conjunction with Madison, the Funds Chief Compliance Officer, Fund counsel and counsel to the independent trustees by requesting reports and presentations at regular intervals throughout the year. Additionally, the Audit Committee receives periodic reports from the Funds independent accountants. The Current Boards committee structure requires an independent trustee to serve as chair of the Nominating & Governance Committee and the Audit Committee. The Current Board receives regular written reports describing and analyzing the investment performance of the Fund. In addition, the portfolio managers of the Fund meet with the Current Board periodically to discuss portfolio performance and answer the Boards questions with respect to portfolio strategies and risks. The Current Board also receives regular written reports from the Funds Chief Financial Officer that enable the Board to monitor the number of fair valued securities in the Funds portfolio, the reasons for the fair valuation and the methodology used to arrive at the fair value. Such reports 32also include information concerning illiquid securities within the Funds portfolio. The Current Board and/or the Audit Committee may also review valuation procedures and pricing results with the Funds independent auditors in connection with the review of the results of the audit of the Funds year-end financial statements. The Current Board also receives regular compliance reports prepared by the compliance staff of Madison, and meets regularly with the Funds Chief Compliance Officer to discuss compliance issues, including compliance risks. As required under applicable rules, the independent trustees meet regularly in executive session with the Funds Chief Compliance Officer. The Current Board also adopts compliance policies and procedures for the Fund and approves such procedures as appropriate for certain of the Funds service providers. The compliance policies and procedures are specifically designed to detect and prevent violations of the federal securities laws.The Current Board recognizes that it is not possible to identify all of the risks that may affect the Fund or to develop processes and controls to eliminate or mitigate their occurrence or effects. The Current Board periodically reviews the effectiveness of its oversight of the Fund and the processes and controls in place to limit identified risks. The Current Board may, at any time and in its discretion, change the manner in which it conducts its risk oversight role.Given the small size of the Current Board, its committee structure, the openness of Current Board meetings to active input by all Current Board members, its utilization of executive sessions, the role of the lead independent trustee and the Current Boards quarterly focus on compliance and risk management, the Current Board has determined that its current leadership structure is appropriate for the protection of Fund investors.New Board Proposed Committees, Leadership Structure and Risk Oversight Committees. It is expected that the New Board will establish two standing committees, an Audit Committee and a Governance Committee. The committees are expected to meet as often as necessary, either in conjunction with regular meetings of the trustees or otherwise.Audit Committee. The Audit Committee will be generally responsible for reviewing and evaluating issues related to the accounting and financial reporting policies and internal controls of the Fund and, as appropriate, the internal controls of certain service providers, overseeing the quality and objectivity of the Funds financial statements and the audit thereof and acting as a liaison between the New Board and the Funds independent registered public accounting firm. It is expected that the Audit Committee will be composed entirely of independent trustees. The Audit Committee will be governed by a written Audit Committee Charter, which will be approved by the New Board at its first meeting. Once approved, a copy of the Audit Committee Charter will be available on the Funds website at www.xainvestments.com.Governance Committee. The Governance Committee will be responsible for recommending qualified candidates to the New Board in the event that a position is vacated or created. In considering trustee nominee candidates, the Governance Committee will take into account a wide variety of factors, including the overall diversity of the New Boards composition. It is expected that the Governance Committee will be composed entirely of 33independent trustees. It is anticipated that the Governance Committee will consider recommendations by shareholders if a vacancy were to exist. In considering candidates recommended to the Governance Committee by shareholders, the Governance Committee will take into consideration the needs of the New Board and the qualifications of the candidate. The Governance Committee may also take into consideration the number of shares held by the recommending shareholder and the length of time that such shares have been held. In order to be considered, following the Closing Date, such recommendations should be forwarded to the Secretary of the Fund, c/o XA Investments LLC, 321 North Clark Street, Suite 2430, Chicago, Illinois 60654. The Governance Committee will be governed by a written Governance Committee Charter, which will be approved by the New Board at its first meeting. Once approved, a copy of the Governance Committee Charter will be available on the Funds website at www.xainvestments.com.Leadership Structure. The primary responsibility of the New Board will be to represent the interests of the Fund and its shareholders, and to provide oversight of the management of the Fund. The New Board will be comprised of five trustees, four of whom (including the chairperson) are independent trustees and one of whom is an interested trustee. Generally, the New Board will act by majority vote of all the trustees, including a majority vote of the independent trustees if required by applicable law.It is proposed that Mr. Dingens will be appointed as the independent chairperson, who will preside at meetings of the New Board and who will be responsible for, among other things, setting the tone of New Board meetings and seeking to encourage open dialogue and independent inquiry among the New Trustees and management. The New Board will meet regularly four times each year to discuss and consider matters concerning the Fund, and also hold special meetings to address matters arising between regular meetings. Regular meetings generally will take place in-person; other meetings may take place in-person or by telephone. The New Board will establish two standing committees (as described above) and will delegate certain responsibilities to those committees, each of which will be comprised solely of independent trustees. The New Board and its committees will meet periodically throughout the year to oversee the Funds activities, review contractual arrangements with service providers, review the Funds financial statements, oversee compliance with regulatory requirements, and review performance. The independent trustees will be represented by independent legal counsel at board and committee meetings and will regularly meet outside the presence of Fund management. The New Board believes that this leadership structure, including an independent chairperson, a supermajority of independent trustees and committee membership limited to independent trustees, is appropriate in light of the characteristics and circumstances of the Fund.New Boards Role in Risk Oversight. The New Board will oversee risk directly and through the committee structure it intends to establish. As described above, the New Board expects to establish an Audit Committee and a Governance Committee to assist in its oversight functions, including its oversight of the risks of the Fund. Each committee will report its activities to the New Board on a regular basis. The New Board intends to adopt and periodically review policies, procedures and controls designed to address different types of risks, including, among others, investment risk, liquidity risk, operational risk, and valuation risk, as well as the overall business risk 34relating to the Fund. The New Board will also oversee the implementation of a variety of processes, procedures and controls by the Fund, XAI, Madison and other service providers to the Fund to address various risks. In addition, as part of the New Boards anticipated periodic review of the Funds service provider agreements, including agreements with XAI and Madison, the New Board may consider risk management aspects of the service providers operations and the functions for which they are responsible.The New Board will appoint a Chief Compliance Officer for the Fund, who will oversee the development of compliance policies and procedures of the Fund that are reasonably designed to minimize the risk of violations of the federal securities laws. The Chief Compliance Officer will report directly to the New Boards independent trustees, and will provide presentations to the New Board at its quarterly meetings and an annual report on the application of the compliance policies. The New Board will discuss relevant risks affecting the Fund with the Chief Compliance Officer at these meetings. The New Board will approve compliance policies and will review the Chief Compliance Officers reports. Further, the New Board will annually review the effectiveness of the compliance policies, as well as the appointment and compensation of the Chief Compliance Officer.The New Board will require officers of the Fund to report to the New Board on a variety of matters at regular and special meetings of the New Board and its committees, as applicable, including matters relating to risk management. The Audit Committee will also receive reports from the Funds independent registered public accounting firm on internal control and financial reporting matters. In addition, the New Board will receive reports from XAI and Madison on the investments and securities trading of the Fund. The New Board will also require XAI and Madison to report to the New Board on other matters relating to risk management on a regular and as-needed basis.Board CompensationThe following table sets forth the compensation paid to each member of the Current Board by the Fund for the Funds fiscal year ended December 31, 2023. In addition, all independent trustees are reimbursed for reasonable travel and out-of-pocket expenses incurred to attend meetings of the Current Board or its committees. The Funds interested trustees and officers receive no compensation from the Fund for performing the duties of their office. 35Trustee NameAggregate Compensationfrom FundTotal Compensation from Fund and Madison Fund Complex(1)Scott C. Jones$12,000$74,000Steven P. Riege(2)$13,000$123,000Richard E. Struthers$12,000$115,000(1) The term Madison Fund Complex refers to (i) the Madison Funds with 15 portfolios, (ii) the Ultra Series Fund with 14 portfolios, (iii) the Madison ETFs Trust with 4 active portfolios, and (iv) the Fund. (2) As lead independent trustee, Mr. Riege receives an additional $8,000 from the Madison Fund Complex, $1,000 of which is allocated to the Fund.Board Transactions with Fund AffiliatesAs of the date hereof, none of the independent trustees on the Current Board, the nominees for independent trustee on the New Board, nor their immediate family members owned beneficially or of record any securities of Madison, XAI, or any of their affiliates. In addition, during the past five years, neither the independent trustees on the Current Board, the nominees for independent trustee on the New Board, nor members of their immediate families, had a direct or indirect interest, the value of which exceeds $120,000, in Madison, XAI, or any of their affiliates. Likewise, since the beginning of the last two completed fiscal years of the Fund, neither the independent trustees on the Current Board, the nominees for independent trustee on the New Board, nor members of their immediate families had a direct or indirect interest in any transaction or series of transactions, the value of which exceeds $120,000 and to which any of the following persons was (or is to be) a party: (i) the Fund, (ii) any officer of the Fund, or (iii) Madison, XAI, or any of their affiliates. Consequences of Shareholders not approving the New BoardIf the New Board is not approved by shareholders, the Fund will abandon all three Proposals, and Madison will continue to serve as the investment adviser of the Fund and the Current Board will continue to oversee the Fund. Recommendation of the Board of TrusteesFor the reasons set forth above, the Current Board recommends that shareholders of the Fund vote FOR each New Trustee.36ADDITIONAL INFORMATIONInformation about the FundThe Fund is a closed-end management investment company organized as a Delaware statutory trust. Madison Asset Management, LLC is the investment adviser to the Fund. Madisons principal office is located at 550 Science Drive, Madison, Wisconsin 53711. In addition to investment management services, under the Existing Advisory Agreement, Madison is also responsible for managing the Funds administrative affairs under an Existing Services Agreement, and in this capacity, oversees State Street Bank and Fund Company (State Street), which currently serves as sub-administrator to the Fund. State Streets address is 801 Pennsylvania Avenue, Kansas City, Missouri 64105. The Funds current custodian is State Street, and its current transfer agent is Computershare, 150 Royall Street, Suite 101, Canton, MA 02021. The Fund does not place any brokerage transactions with any affiliates of Madison. XA Investments LLC is proposed to be the new investment adviser to the Fund as a result of the Transaction, with Madison serving as the subadviser to the Fund. XAIs principal office is located at 321 North Clark Street, Suite 2430, Chicago, Illinois 60654. Information about MadisonMadison Asset Management, LLC was founded in 1974, and is a direct, wholly-owned (100% owned) subsidiary of Madison Investment Holdings (MIH), the ultimate corporate parent of Madison. Both Madisons and MIH's principal office is located at 550 Science Drive, Madison, Wisconsin 53711. As of May 31, 2024, Madison and its affiliates managed approximately $25.7 billion in assets, including open-end mutual funds, separately managed accounts and wrap accounts. Exhibit B contains information with respect to other funds managed by Madison which have a similar investment objective as the Fund. The mailing address of principal officers and directors of MIH is 550 Science Drive, Madison, Wisconsin 53711. Information regarding the principal executive officers and directors of Madison is as follows: NameTitle/Principal OccupationSteven CarlChairman of the Board and Board Member of MIH; (Principal Executive Officer; Chief Distribution Officer)Paul LefurgeyBoard Member of MIH(Retired)Frank BurgessBoard Member of MIH(Retired)Richard EisingerBoard Member of MIH(Head of Equities, Portfolio Manager)Information about XAIXA Investments LLC was founded in 2016 by XMS Capital Partners. XAIs principal office is located at 321 North Clark Street, Suite 2430, Chicago, Illinois 60654. As of May 31, 2024, XAI and its affiliates managed $681 million in assets, including two closed-end funds. XAI also provides investment fund restructuring and consulting services focused on closed-end 37funds. Exhibit B contains information with respect to other funds managed by XAI which have a similar investment objective as the Fund. Information regarding the principal executive officers and directors of XAI is as follows:NameTitleJohn Yogi SpenceCo-Chief Executive OfficerTheodore F. BrombachCo-Chief Executive OfficerKimberly Ann FlynnPresidentBenjamin D. McCullochGeneral Counsel & Managing DirectorKevin B. DavisManaging Director & Head of SalesInformation about Independent Registered Public Accounting FirmFor the fiscal years ended December 31, 2022 and December 31, 2023, and the current fiscal year ending December 31, 2024, Deloitte & Touche LLP (D&T) has been selected as the Funds independent registered public accounting firm by the Audit Committee of the Fund to audit the accounts of the Fund. The Fund does not know of any direct or indirect financial interest of D&T in the Fund. Representatives of D&T will not be in attendance at the Meeting.Audit Fees. The aggregate fees billed to the Fund by D&T for professional services rendered for the audit of the Funds annual financial statements for the Funds fiscal years ended December 31, 2022 and December 31, 2023 were approximately $23,950 and $24,450, respectively.Audit-Related Fees. The aggregate fees billed by D&T and approved by the Audit Committee of the Fund for the Funds fiscal years ended December 31, 2022 and December 31, 2023 for assurance and related services reasonably related to the performance of the audit of the Funds annual financial statements were $0 and $0, respectively. D&T did not perform any other assurance and related services that were required to be approved by the Funds Audit Committee for such periods.Tax Fees. The aggregate fees billed by D&T and approved by the Audit Committee of the Fund for the Funds fiscal years ended December 31, 2022 and December 31, 2023 for professional services rendered for tax compliance, tax advice, and tax planning were approximately $4,652 and $4,799, respectively (such fees relate to tax services provided by D&T in connection with the review of the Funds tax returns). D&T did not perform any other tax compliance or tax planning services or render any tax advice that was required to be approved by the Funds Audit Committee for such periods.All Other Fees. Other than those services described above, D&T did not perform any other services on behalf of the Fund for the Funds fiscal years ended December 31, 2022 and December 31, 2023.Audit Committees Pre-Approval Policies and Procedures. As noted above, the Audit Committee is governed by the Audit Committee Charter, which includes Pre-Approval Policies and Procedures. The Audit Committee of the Fund has (i) pre-approved all audit and non-audit services provided by D&T to the Fund, and (ii) all non-audit services provided by D&T to Madison, or any entity controlling, controlled by, or under common control with Madison that provides ongoing services to the Fund which are related to the operations of the Fund (of which there were none), for the fiscal years ended December 3831, 2022 and December 31, 2023. None of the services described above for the Funds fiscal years ended December 31, 2022 and December 31, 2023 were approved by the Audit Committee pursuant to the pre-approval exception under Rule 2-01(c)(7)(i)(c) of Regulation S-X promulgated by the SEC.Voting InformationGeneral; Record Date. The record holders of the outstanding shares of the Fund as of the close of business on July 22, 2024 (the Record Date) are entitled to vote at the Meeting and any adjournment or postponement thereof. Each shareholder is entitled to one vote per share and a fractional vote with respect to fractional shares. Whether you expect to be personally present at the Meeting or not, we encourage you to vote by proxy. You can do this by phone or the Internet or by completing, dating, signing, and returning the accompanying proxy card using the enclosed postage prepaid envelope. By voting by proxy, your shares will be voted as you instruct. If no choice is indicated, your shares will be voted FOR each Proposal, and in the discretion of the persons named as proxies on such other matters that properly may come before the Meeting.Any shareholder giving a proxy may revoke it at any time before it is exercised at the Meeting by submitting to the Secretary of the Fund a written notice of revocation or a subsequently signed proxy card (i.e., a later-dated proxy), or by attending the Meeting and voting in person. A prior proxy can also be revoked by proxy voting again through the website or toll-free number noted on the enclosed proxy card. Proxy cards and written notices of revocation must be received by the Fund prior to the Meeting. If not so revoked, the shares represented by the proxy will be voted at the Meeting and any postponements or adjournments of the Meeting. Attendance by a shareholder at the Meeting does not by itself revoke a proxy.As of the Record Date, the Fund had 21,087,537 shares issued and outstanding.Solicitation of Proxies and Related Costs. The solicitation of proxies will occur principally by mail. In addition to solicitation by mail, certain officers and representatives of the Fund and officers and employees of Madison (who will receive no extra compensation for their services) and representatives of the Funds proxy solicitor, Computershare, may solicit proxies by telephone, the Internet, facsimile, letter, or other electronic means. If instructions are recorded by telephone, the person soliciting the proxies will use procedures designed to authenticate shareholders identities to allow shareholders to authorize the voting of their shares in accordance with their instructions, and to confirm that a shareholders instructions have been properly recorded.The expenses incurred in connection with preparing the Proxy Statement and its enclosures and all related legal and proxy solicitation expenses will be paid by Madison and/or XAI. These expenses are estimated to be approximately $250,000.Quorum. In order for a vote on any Proposal to be taken at the Meeting, there must exist a quorum of shareholders of the Fund eligible to vote on such Proposal. To have a quorum, the holders of a majority of the shares entitled to vote on each Proposal must be present in person or by proxy at the Meeting. 39For this purpose, whether a quorum exists is determined on a Proposal-by-Proposal basis.Abstentions and Broker Non-Votes. For purposes of determining the presence of a quorum for each Proposal, abstentions and broker non-votes are treated as present. Broker non-votes occur when a nominee holding shares for a beneficial owner does not vote on a Proposal because the nominee does not have discretionary voting powers with respect to that Proposal and has not received instructions from the beneficial owner. Abstentions and broker non-votes have the effect of a vote against Proposals 1 and 2, while abstentions and broker non-votes have no effect on the outcome of Proposal 3. Adjournment. It may become necessary from time to time to adjourn the Meeting in order to allow more time to solicit additional proxies, as necessary, if there are insufficient votes at the time of the Meeting to constitute a quorum or to approve any Proposal. Under the Funds governing documents, any meeting of shareholders, whether or not a quorum is present, may be adjourned from time to time by: (i) the vote of the majority of the shares represented at that meeting, either in person or by proxy; or (ii) in his or her discretion by the chairperson of the meeting. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting. Accordingly, if a quorum is not present at the Meeting with respect to any Proposal, it is expected that the holders of proxies will vote to authorize the adjournment of the Meeting with respect to such Proposal(s) in order to solicit additional proxies. Even if a quorum is present at the Meeting with respect to some or all Proposals, but there are insufficient votes to approve a Proposal, it is also expected that the holders of proxies will vote to authorize the adjournment of the Meeting to solicit additional proxies with respect to such Proposal(s). If the Meeting is adjourned, the adjourned meeting must be held not later than 180 days after the Record Date and may be held without further notice, other than an announcement at the Meeting in accordance with the Funds governing documents and as permitted under Delaware law. Votes Required to Pass the ProposalsProposal 1. In order for the New Advisory Agreement to be approved, it must be approved by the holders of a majority of the outstanding voting securities of the Fund. The term majority of the outstanding voting securities (as defined in the 1940 Act and used in this Proxy Statement) means: the affirmative vote of the lesser of (i) 67% or more of the voting securities of the Fund present at the Meeting if more than 50% of the outstanding voting securities of the Fund are present in person or by proxy, or (ii) more than 50% of the outstanding voting securities of the Fund. Proposal 2. In order for the New Subadvisory Agreement to be approved, it must be approved by the holders of a majority of the outstanding voting securities of the Fund, using the same definition of this term described above regarding Proposal 1. Proposal 3. In order for the New Trustees to be elected, the entire slate of nominees must be approved by the affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote at the Meeting. Votes withheld will have the same effect as a vote against the Proposal.Please note that if you sign, date, and return the proxy card, but do not specify a vote on each Proposal, your shares will be voted in favor of each Proposal, and in the discretion of the proxies named therein with respect to any other 40business that may properly come before the Meeting or any postponements or adjournments thereof. IMPORTANT: Each Proposal must be approved in order for the Fund to move forward with any of the Proposals. If shareholders do not approve one of the Proposals, the Fund will abandon all three Proposals, and Madison will continue to serve as the investment adviser of the Fund and the Current Board will continue to oversee the Fund. No Dissenters RightsShareholders have no rights under applicable law or the Funds Declaration of Trust or Bylaws to exercise dissenters rights of appraisal with respect to any Proposal.Summary of Certain Aspects of Delaware Control Share Acquisition StatuteThe Fund is subject to the control share acquisition statute (the Control Share Statute) contained in Subchapter III of the Delaware Statutory Trust Act (the DSTA), which became automatically applicable to listed closed-end funds, such as the Fund.The Control Share Statute provides for a series of voting power thresholds above which shares are considered control beneficial interests (referred to here as control shares). Once a threshold is reached, an acquirer has no voting rights under the DSTA with respect to shares acquired in excess of that threshold (i.e., the control shares) unless approved by shareholders of the Fund or exempted by the Board. The Control Share Statute provides procedures for an acquirer to request a shareholder meeting for the purpose of considering whether voting rights shall be accorded to control shares.The foregoing is only a summary of certain aspects of the Control Share Statute. Some uncertainty around the application under the 1940 Act of state control share statutes exists as a result of recent federal and state court decisions that have found that certain control share acquisition provisions violate the 1940 Act.Security Ownership of Management, Trustees and Principal ShareholdersAs of the Record Date, to the best of the knowledge of the Fund, no trustee or officer of the Fund beneficially owned 1% or more of the outstanding shares of the Fund, and the trustees and the officers of the Fund, as a group, beneficially owned less than 1% of the outstanding shares of the Fund. The Current Board is not aware of any arrangements, the operation of which may result in a change in control of the Fund. The following table shows the dollar range of the Funds equity securities that are beneficially owned* by each member of the Current Board and the existing officers as of the Record Date. As of the same date, the nominees for New Trustee did not hold any equity securities of the Fund. * Beneficial Ownership is determined in accordance with Section 16a-1(a)(2) of the Exchange Act.41Trustee/Officer NameDollar Range of Beneficially-Owned Securities of the FundAggregate Dollar Range of Beneficially-Owned Securities of the Madison Fund Complex(1)Scott C. JonesNoneOver $100,000Steven P. RiegeNone$10,001 - $50,000Richard E. StruthersNone$10,001 - $50,000Jill M. Friedow$0 - $10,000$50,001 - $100,000Patrick F. RyanNoneOver $100,000Steve J. FredricksNone$50,001 - $100,000Greg D. HoppeNoneOver $100,000Brandon RedwingNone$1 - $10,000Kyle SchalowNoneNoneTerri WilhelmNoneNone(1) The term Madison Fund Complex refers to (i) the Madison Funds with 15 portfolios, (ii) the Ultra Series Fund with 14 portfolios, (iii) the Madison ETFs Trust with 4 active portfolios, and (iv) the Fund.As of the Record Date, to the knowledge of the Fund, no person owned of record or owned beneficially more than 5% of the voting securities of the Fund.Section 16 Beneficial Ownership Reporting ComplianceSection 16(a) of the Exchange Act and Section 30(h) of the 1940 Act require the Funds executive officers and trustees, certain officers of the Funds investment adviser, affiliated persons of the investment adviser, and persons who beneficially own more than 10% of the Funds shares to file certain reports of ownership (Section 16 filings) with the SEC and the NYSE. Based upon the Funds review of the copies of such forms effecting the Section 16 filings received by it, the Fund believes that for Funds fiscal year ended December 31, 2023, all filings applicable to such persons were completed and filed in a timely manner.HouseholdingThe SEC has adopted rules that permit investment companies, such as the Fund, to satisfy delivery requirements for proxy statements with respect to two or more shareholders sharing the same address by delivering a single proxy statement addressed to those shareholders. This process, which is commonly referred to as householding, could result in extra convenience and cost savings for the Fund and its shareholders.If possible, depending on shareholder registration and address information, and unless you have otherwise opted out, only one copy of this Proxy Statement will be sent to shareholders at the same address. However, each shareholder will receive separate proxy cards. If you currently receive multiple copies of proxy statements or shareholder reports and would like to request to receive a single copy of documents in the future, please contact your financial services firm.42Shareholder Proposals for Subsequent MeetingsShareholder proposals intended for inclusion in the Funds proxy statement in connection with the Funds 2025 Annual Meeting of Shareholders pursuant to Rule 14a-8 under the Exchange Act, must be received by the Fund at its principal executive offices by February 12, 2025. In order for the proposals made outside of Rule 14a-8 under the Exchange Act to be considered timely within the meaning of Rule 14a-4(c) under the Exchange Act, such proposals much be received by the Fund at its principal executives offices not later than the close of business on May 3, 2025, nor earlier than the close of business on April 3, 2025. The timely submission of a proposal does not guarantee its inclusion. Whether a proposal is included in a proxy statement will be determined in accordance with applicable federal and state laws, as well as the Funds governing documents.Other Matters to Come Before the MeetingNo business other than the Proposals described in this Proxy Statement are expected to come before the Meeting, but should any other matter requiring a vote of shareholders arise, the persons named as proxies will vote thereon in their discretion according to their best judgment in the interests of the Fund and its shareholders.Dated: August 7, 2024PLEASE COMPLETE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED ENVELOPE. YOU MAY ALSO VOTE BY INTERNET OR TELEPHONE IN ACCORDANCE WITH THE INSTRUCTIONS SET FORTH ON THE ENCLOSED PROXY CARD.43EXHIBIT ANEW INVESTMENT ADVISORY AGREEMENTINVESTMENT ADVISORY AGREEMENTINVESTMENT ADVISORY AGREEMENT (the Agreement), dated as of [ ], 2024 between Madison Covered Call and Equity Strategy Fund, a Delaware statutory trust (the Trust), and XA Investments LLC, a Delaware limited liability company (the Adviser).WHEREAS, the Adviser has agreed to furnish investment management and advisory services to the Trust, a closed-end management investment company registered under the Investment Company Act of 1940, as amended (the 1940 Act);WHEREAS, the Adviser is a registered investment adviser under the Investment Advisers Act of 1940, as amended (the Advisers Act); WHEREAS, this Agreement has been approved in accordance with the provisions of the 1940 Act, and the Adviser is willing to furnish such services upon the terms and conditions herein set forth; andNOW, THEREFORE, in consideration of the mutual premises and covenants herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged, it is agreed by and between the parties hereto as follows:1. Appointment(a) The Trust hereby appoints the Adviser to act as the investment adviser to the Trust and to furnish the management and investment advisory services described herein, for the period and upon the terms herein set forth.(b) The Adviser hereby agrees, all as more fully set forth herein, to act as investment adviser to the Trust with respect to the investment of the Trusts assets and to supervise and arrange for the day-to-day operations of the Trust and the purchase of securities for and the sale of securities held in the investment portfolio of the Trust.(c) The Adviser for all purposes in this Agreement will be deemed to be an independent contractor and, unless otherwise expressly provided or authorized in this Agreement, will have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. 2. Duties and Obligations of the Adviser with Respect to Investment of Assets of the Trust. (a) Subject to the direction and control of the Trusts Board of Trustees, the Adviser shall:(i) act as investment adviser for and supervise and manage the investment and reinvestment of the Trusts assets and, in connection therewith, have complete discretion in purchasing and selling securities and other assets for the Trust and in voting, exercising consents and exercising all other rights appertaining to such securities and other A-1assets on behalf of the Trust; (ii) supervise the investment program of the Trust and the composition of its investment portfolio; and (iii) arrange, subject to the provisions of Section 5 hereof, for the purchase and sale of securities and other assets held in the investment portfolio of the Trust. (b) In performing its duties under this Section 2, the Adviser may delegate some or all of its duties and obligations under this Agreement to one or more investment sub-advisers; provided, however, that any such delegation shall be pursuant to an agreement with terms agreed upon by the Trust and approved in a manner consistent with the 1940 Act and provided, further, that no such delegation shall relieve the Adviser from its duties and obligations of management and supervision of the management of the Trusts assets pursuant to this Agreement and to applicable law.(c) The Adviser shall maintain business continuity, cybersecurity, disaster recovery and backup capabilities and facilities in keeping with industry standards and Securities and Exchange Commission (SEC) requirements through which the Adviser will be able to perform its obligations hereunder with minimal disruptions or delay. (d) To the extent prohibited by Regulation S-P, the Adviser and its affiliates will not disclose any non-public personal information, as defined in Regulation S-P, received from the Trust regarding any shareholder unless in accordance with an exception under Regulation S-P, or as otherwise may be permitted by law. The Adviser represents and warrants that, in accordance with applicable state privacy laws and Regulation S-P, it has implemented safeguards by adopting policies and procedures reasonably designed to: (i) insure the security and confidentiality of records and non-public personal information of shareholders; (ii) protect against any anticipated threats or hazards to the security or integrity of shareholder records and non-public personal information; and (iii) protect against unauthorized access to or use of such shareholder records or non-public personal information that could result in substantial harm or inconvenience to any shareholder. The Adviser shall treat confidentially all records of the Trust and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where the Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or (ii) when so requested by the Trust.(e) The Adviser acknowledges that, in compliance with the Bank Secrecy Act, as amended, the USA PATRIOT Act, and any implementing regulations thereunder (together, the AML Laws), the Trust has adopted anti-money laundering policies and procedures (the AML Policies). The Adviser agrees to comply with the Trusts AML Policies and the AML Laws, as the same may apply to the Adviser, now and in the future, and understands and agrees that the Trust may disclose information regarding the Adviser to governmental and/or regulatory or self-regulatory authorities to the extent required by applicable law or regulation and may file reports with such authorities as may be required by such law or regulation.A-2(f) The Adviser shall provide such information as may reasonably be requested by the Board under Section 15(c) of the 1940 Act in connection with its annual consideration of this Agreement.3. Duties and Obligations of the Adviser with Respect to the Management of the TrustThe Adviser shall perform the management services necessary for the operation of the Trust, including providing the Trust necessary personnel and such other services as the Adviser, subject to review by the Board of Trustees, from time to time shall determine to be necessary or useful to perform its obligations under this Agreement. The Adviser, also on behalf of the Trust, shall conduct relations with administrators, custodians, depositories, transfer agents, pricing agents, investor support service providers, investor relations providers, dividend disbursing agents, other shareholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable.4. Covenants(a) In the performance of its duties under this Agreement, the Adviser shall at all times conform to, and act in accordance with, any requirements imposed by:(i) the provisions of the 1940 Act and the Advisers Act and all applicable Rules and Regulations of the SEC; (ii) any other applicable provision of law; (iii) the provisions of this Agreement and Declaration of Trust and By-Laws of the Trust, as such documents are amended from time to time; (iv) the investment objective, policies and restrictions of the Trust as set forth in its Registration Statement on Form N-2; and (v) any policies and determinations of the Board of Trustees of the Trust.(b) The Adviser will maintain a written code of ethics (the Code of Ethics) pursuant to Rule 17j-1 under the 1940 Act, a copy of which will be provided to the Trust, and will institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Adviser will follow such Code of Ethics in performing its services under this Agreement.(c) The Adviser will maintain compliance policies and procedures adopted pursuant to Rule 206(4)-7 under the Advisers Act and Rule 38a-1 under the 1940 Act, a copy of which will be provided to the Trust, and follow such compliance policies and procedures in performing its services under this Agreement; and(d) The Adviser will cooperate with the chief compliance officer of the Trust in connection with the implementation and operation of the Trusts compliance policies and procedures adopted pursuant to Rule 38a-1 under the 1940 Act, and will prepare necessary reports and provide the Trusts chief compliance officer with access to information reasonably necessary for the Trust to comply with Rule 38a-1.A-35. Portfolio Transactions(a) In the performance of its duties under this Agreement, the Adviser will place orders either directly with the issuer or with any broker or dealer. Subject to the other provisions of this paragraph, in placing orders with brokers and dealers, the Adviser will attempt to obtain the best price and the most favorable execution of its orders, and all such brokerage placement shall be made in compliance with Section 28(e) of the Securities Exchange Act of 1934, as amended. In placing orders, the Adviser will consider the experience and skill of the firms securities traders as well as the firms financial responsibility and administrative efficiency. Consistent with this obligation, the Adviser may select brokers on the basis of the research, statistical and pricing services they provide to the Trust and other clients of the Adviser. Information and research received from such brokers will be in addition to, and not in lieu of, the services required to be performed by the Adviser hereunder. A commission paid to such brokers may be higher than that which another qualified broker would have charged for effecting the same transaction, provided that the Adviser determines in good faith that such commission is reasonable in terms either of the transaction or the overall responsibility of the Adviser to the Trust and its other clients and that the total commissions paid by the Trust will be reasonable in relation to the benefits to the Trust over the long-term. In no instance, however, will the Trusts securities be purchased from or sold to the Adviser, or any affiliated person thereof, except to the extent permitted by the SEC or by applicable law.(b) At the request of the Board of Trustees of the Trust, the Adviser will identify and provide a written description to the Board of Trustees of soft dollar arrangements that the Adviser maintains with respect to the Trust or with brokers or dealers that execute transactions for the Trust, and of research and other services provided to the Adviser by a broker or dealer (whether prepared by such broker or dealer or by a third party) as a result, in whole or in part, of the direction of Trust transactions to the broker or dealer. (c) From time to time, the Adviser or brokers or dealers affiliated with it may find themselves in a position to buy for certain of their clients (each an Account) securities which the Advisers investment advisory clients wish to sell, and to sell for certain of their clients securities which other advisory clients wish to buy. Where one of the parties is an advisory client, the Adviser or the affiliated broker or dealer cannot participate in this type of transaction (known as a cross transaction) on behalf of an advisory client and retain commissions from one or both parties to the transaction without the advisory clients consent. This is because in a situation where the Adviser is making the investment decision (as opposed to a brokerage client who makes his own investment decisions), and the Adviser or an affiliate is receiving commissions from both sides of the transaction, there is a potential conflicting division of loyalties and responsibilities on the Advisers part regarding the advisory client. The SEC has adopted a rule under the Advisers Act that permits the Adviser or its affiliates to participate on behalf of an Account in agency cross transactions if the advisory client has given written consent in advance. By execution of this Agreement, the Trust authorizes the Adviser or its affiliates to participate in agency cross transactions involving an Account. The Trust may revoke its consent at any time by written notice to the Adviser.A-46. ConfidentialityEach of the Trust and the Adviser acknowledge and agree that pursuant to this Agreement, either party may have access to the other partys confidential and proprietary information and materials concerning or pertaining to the others business. Each party will receive and hold such information in the strictest confidence, and acknowledge, represent, and warrant that it will use its best efforts to protect the confidentiality of this information. Each party agrees that, without the prior written consent of the other party, which approval shall not be unreasonably withheld, they will not use, copy, or divulge to third parties or otherwise use, except in accordance with the terms of this Agreement, any information obtained from or through the other party in connection with this Agreement; provided, however, this covenant shall not apply to information (i) which is in the public domain now or when it becomes in the public domain in the future, other than by reason of a breach of this Agreement, (ii) which has come to either party from a lawful source not bound to maintain the confidentiality of such information, other than from the other party or an affiliate or representative of that party, (iii) disclosures which are required by law, regulatory authority, regulation or legal process or are made to any regulatory agency in the normal course of an examination, audit or investigation involving such party, or (iv) disclosure as reasonably necessary in the course of business to third parties subject to a duty to maintain the confidentiality of the information.7. Services Not Exclusive(a) Nothing in this Agreement shall prevent the Adviser or any officer, employee or other affiliate thereof from acting as investment adviser for any other person, firm or corporation, or from engaging in any other lawful activity, and shall not in any way limit or restrict the Adviser or any of its officers, employees or agents from buying, selling or trading any securities for its or their own accounts or for the accounts of others for whom it or they may be acting; provided, however, that the Adviser will undertake no activities which, in its judgment, will adversely affect the performance of its obligations under this Agreement.(b) The Adviser may manage other investment accounts and funds, including those with investment objectives similar to the Trust. Securities considered as investments for the Trust may also be appropriate for other investment accounts and funds that may be managed by the Adviser. Subject to applicable laws and regulations, the Adviser will attempt to allocate equitably portfolio transactions among the portfolios of its other investment accounts and funds purchasing securities whenever decisions are made to purchase or sell securities by the Trust and one or more of such other accounts or funds simultaneously. In making such allocations, the main factors to be considered by the Adviser will be the respective investment objectives of the Trust and such other accounts and funds, the relative size of portfolio holdings of the same or comparable securities, the availability of cash for investment by the Trust and such other accounts and funds, the size of investment commitments generally held by the Trust and such accounts and funds, and the opinions of the persons responsible for recommending investments to the Trust and such other accounts and funds. 8. Books and Records(a) The Adviser undertakes and agrees to maintain or cause others to maintain, in the form and for the period required by Rule 31a-2 A-5under the 1940 Act, all records relating to the Trusts investments that are required to be maintained by the Trust pursuant to the 1940 Act with respect to the Advisers responsibilities under this Agreement for the Trust, and which are not otherwise maintained by the administrator, fund accounting agent, custodian or other service providers to the Trust.(b) In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Adviser hereby agrees that all records which it maintains for the Trust are the property of the Trust and further agrees to surrender promptly to the Trust any such records upon the Trusts request. 9. CustodyNothing in this Agreement will require the Adviser to take or receive physical possession of cash, securities, or other investments of the Trust. 10. Expenses(a) During the term of this Agreement, the Adviser will bear all costs and expenses of its employees and any overhead incurred in connection with its duties hereunder, except as provided pursuant to paragraph (c) of this Section 10, and shall bear the costs of any salaries or trustees fees of any officers or trustees of the Trust who are affiliated persons (as defined in the 1940 Act) of the Adviser.(b) The Trust will bear all other costs, fees and expenses of its operations and transactions, including those relating to: (1) organization; (2) calculation of the Trusts net asset value (including the cost and expenses of any independent valuation firm, agent or other provider); (3) expenses payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for the Trust and in monitoring the Trusts investments; (4) interest payable on indebtedness and dividends and distributions on preferred shares, as applicable, if any, incurred to finance the Trusts investments; (5) offerings of the Trusts common shares and other securities (including, all fees, costs and expenses related thereto); (6) fees payable to third parties, including agents, legal counsel, consultants or other advisors, relating to, or associated with, evaluating and making investments; (7) administrator, transfer agent and custodian fees; (8) federal and state registration fees; (9) all costs of registration and listing the Trusts shares on any securities exchange; (10) federal, state and local taxes; (11) independent trustees fees and expenses; (12) costs of preparing and filing reports or other documents required by governmental bodies (including the SEC), including printing costs; (13) costs of any reports, proxy statements or other notices to shareholders, including printing costs; (14) insurance premiums for fidelity bond and other insurance coverage, including the Trusts allocable portion of the fidelity bond, trustees and officers errors and omissions liability insurance, including independent trustees liability insurance, and any other insurance premium; (15) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; (16) brokerage commissions, assignment fees and other costs in connection with the purchase, holding or sale of securities and other investment instruments (including, without limitation, security settlement costs); (17) expenses incidental to holding meetings of the Trusts shareholders, including proxy solicitations therefor; provided, however, that the Trust will not bear such expenses with respect to any meeting of the Trusts shareholders held for the purpose of seeking shareholder approval of a new investment advisory agreement in connection A-6with a change of control of the Adviser; (18) unusual, non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust is a party and legal obligations that the Trust may have to indemnify the Trusts directors, officers and/or employees or agents with respect to these actions, suits or proceedings; and (19) all other expenses incurred by the Trust in connection with administering the Trusts business.(c) The Trust may, if and to the extent approved by the Board of Trustees, including a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, from time to time reimburse the Adviser for certain costs and expenses incurred by the Adviser in connection with the management of the Trusts assets, which may include the Trusts allocable share of portfolio management and trading software costs, research expenses (including modeling and analytic software costs), diligence expenses and out-of-pocket travel costs incurred in connection with the management of the Trusts assets. For the avoidance of doubt, in no event shall expenses associated with the general overhead of the Adviser be reimbursed by the Trust.11. Compensation of the Adviser(a) The Trust agrees to pay to the Adviser and the Adviser agrees to accept as full compensation for all services rendered by the Adviser as such, a monthly fee in arrears at an annual rate equal to 0.80% of the Trusts average daily value of the Trusts Managed Assets. For any period less than a month during which this Agreement is in effect, the fee shall be prorated according to the proportion which such period bears to a full month of 28, 29, 30 or 31 days, as the case may be. (b) Managed Assets means the total assets of the Trust, including the assets attributable to the proceeds from financial leverage (including through the issuance of preferred shares or the issuance of senior securities representing indebtedness), minus liabilities, other than liabilities related to any financial leverage. (c) For purposes of this Agreement, the total assets of the Trust shall be calculated pursuant to the procedures adopted by resolutions of the Trustees of the Trust for calculating the value of the Trusts assets.(d) The Adviser may elect from time to time, in its sole discretion, to waive its right to reimbursement or its receipt of the advisory fee.12. Representations and Warranties(a) The Trust represents and covenants to the Adviser as follows:(i) The Trust is duly organized and validly existing under the laws of the State of Delaware with the power to own and possess its assets.(ii) The execution, delivery and performance by the Trust of this Agreement are within the Trusts powers and have been duly authorized by all necessary actions of the Board of Trustees, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or A-7regulation, (ii) the Trusts governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instruments binding upon the Trust.(iii) The Trust is, or will be prior to commencing operations, registered as a closed-end management investment company under the 1940 Act and the Trusts shares are, or will be prior to commencing operations, registered under the Securities Act of 1933, as amended, and under any applicable state securities laws, or exempt from such registration.(b) The Adviser represents and covenants to the Trust as follows:(i) The Adviser is duly organized and validly existing under the laws of the State of Delaware.(ii) The execution, delivery and performance by the Adviser of this Agreement are within the Advisers powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance of this Agreement by the parties to this Agreement, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Advisers governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instruments binding upon the Adviser.(iii) The Adviser is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement.13. Limitation on LiabilityThe Adviser will not be liable for any error of judgment or mistake of law or for any loss suffered by Adviser or by the Trust in connection with the performance of this Agreement, except a loss resulting from a breach of a fiduciary duty with respect to the receipt of compensation for services or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder).14. IndemnificationThe Trust shall indemnify, defend and protect the Adviser, its members and their respective officers, managers, partners, agents, employees, controlling persons, members and any other person affiliated with any of them (collectively, the Indemnified Parties) (each of whom shall be deemed a third party beneficiary hereof) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, A-8investigation or other proceeding (including an action or suit by or in the right of the Trust or its security holders) arising out of or otherwise based upon the performance of any of the Advisers duties or obligations under this Agreement or otherwise as an investment adviser of the Trust. Notwithstanding the foregoing provisions of this Section 12 to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Trust or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of any Indemnified Partys duties or by reason of the reckless disregard of the Advisers duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder).15. Duration and Termination(a) This Agreement shall become effective as of the date hereof and, unless sooner terminated with respect to the Trust as provided herein, shall continue in effect for a period of two years. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Trust for successive periods of 12 months, provided such continuance is specifically approved at least annually by both:(i) the vote of a majority of the Trusts Board of Trustees or the vote of a majority of the outstanding voting securities of the Trust at the time outstanding and entitled to vote, and (ii) the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. (b) Notwithstanding the foregoing, this Agreement may be terminated by the Trust at any time, without the payment of any penalty, upon giving the Adviser 60 days notice (which notice may be waived by the Adviser), provided that such termination by the Trust shall be directed or approved by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Trust at the time outstanding and entitled to vote, or by the Adviser on 60 days written notice to the Trust (which notice may be waived by the Trust). (c) This Agreement will immediately terminate in the event of its assignment. (d) As used in this Agreement, the terms majority of the outstanding voting securities, interested person and assignment shall have the same meanings of such terms in the 1940 Act.(e) The terms of Sections 6, 8, 13 and 14, 18, 19 and 20 of this Agreement shall survive the termination of this Agreement.16. NoticesAny notice under this Agreement shall be in writing to the other party at such address as the other party may designate from time to time for the receipt of such notice and shall be deemed to be received on the earlier of the date actually received or on the fourth day after the postmark if such notice is A-9mailed first class postage prepaid.17. Amendment of this AgreementNo provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. Any amendment of this Agreement shall be subject to the 1940 Act.18. Governing LawThis Agreement shall be governed by and construed in accordance with the laws of the State of Delaware for contracts to be performed entirely therein without reference to choice of law principles thereof and in accordance with the applicable provisions of the 1940 Act.19. Use of the NameThe Adviser has consented to the use by the Trust of the name or identifying word XA, XAI or XA Investments in the name of the Trust. Such consent is conditioned upon the employment of the Adviser as the investment adviser to the Trust. The name or identifying word XA, XAI or XA Investments may be used from time to time in other connections and for other purposes by the Adviser and any of its affiliates. The Adviser may require the Trust to cease using XA, XAI or XA Investments in the name of the Trust, if the Trust ceases to employ, for any reason, the Adviser, any successor thereto or any affiliate thereof as investment adviser of the Trust. If so required by the Adviser, the Trust will cease using XA, XAI or XA Investments in its name as promptly as practicable and make all reasonable efforts to remove XA, XAI or XA Investments from its name.20. Miscellaneous(a) The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.(b) If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. (c) Nothing contained in this Agreement will be deemed to require the Trust to take any action contrary to the Trusts Amended and Restated Agreement and Declaration of Trust or By-laws, as they may be amended and/or restated from time to time, or any applicable statute or regulation, or to relieve or deprive the Board of Trustees of its responsibility for and control of the conduct of the affairs of the Trust. (d) This Agreement shall be binding on, and shall inure to the benefit of the parties hereto and their respective successors.(e) This Agreement may be executed in counterparts by the parties hereto, each of which shall constitute an original counterpart, and all of which, together, shall constitute one Agreement. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.A-10(f) This Agreement constitutes the entire understanding and agreement, and supersedes any and all other proposals, understandings, and agreements among the parties with respect to the subject matter hereof.IN WITNESS WHEREOF, the parties hereto have caused the foregoing instrument to be executed by their duly authorized officers, all as of the day and the year first above written.MADISON COVERED CALL & EQUITY STRATEGY FUNDBy: Name: Title: XA INVESTMENTS LLCBy: Name: Title: A-11EXHIBIT BNEW SUBADVISORY AGREEMENTINVESTMENT SUBADVISORY AGREEMENTINVESTMENT SUB-ADVISORY AGREEMENT (the Agreement), dated as of [ ], 2024 (the Effective Date) among Madison Covered Call and Equity Strategy Fund, a Delaware statutory trust (the Trust), XA Investments LLC, a Delaware limited liability company (the Adviser), and Madison Asset Management, LLC a Wisconsin limited liability company (the Sub-Adviser).WHEREAS, the Adviser has agreed to furnish investment management and advisory services to the Trust, a closed-end management investment company registered under the Investment Company Act of 1940, as amended (the 1940 Act);WHEREAS, the investment advisory agreement between the Adviser and the Trust dated as of [ ] (such agreement or the most recent successor agreement between such parties relating to advisory services to the Trust is referred to herein as the Investment Advisory Agreement) contemplates that the Adviser may sub-contract investment advisory services with respect to the Trust to a sub-adviser(s) pursuant to a sub-advisory agreement(s) agreeable to the Trust and approved in accordance with the provisions of the 1940 Act;WHEREAS, the Adviser wishes to retain the Sub-Adviser to provide certain sub-advisory services; WHEREAS, the Sub-Adviser is a registered investment adviser under the Investment Advisers Act of 1940, as amended (the Advisers Act); andWHEREAS, this Agreement has been approved in accordance with the provisions of the 1940 Act, and the Sub-Adviser is willing to furnish such services upon the terms and conditions herein set forth;NOW, THEREFORE, in consideration of the mutual premises and covenants herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged, it is agreed by and between the parties hereto as follows:1. Appointment(a) The Adviser hereby appoints the Sub-Adviser to act as the investment sub-adviser to the Trust and to furnish the services described herein, for the period and upon the terms herein set forth.(b) The Sub-Adviser hereby agrees, all as more fully set forth herein, to act as investment sub-adviser to the Trust and to furnish the services described below with respect to the investment of the Trusts assets and the purchase of securities for and the sale of securities held in the investment portfolio of the Trust.(c) The Sub-Adviser for all purposes in this Agreement will be deemed to be an independent contractor and, unless otherwise expressly provided or authorized in this Agreement, will have no authority to act for or represent the Adviser or the Trust in any way B-1or otherwise be deemed an agent of the Adviser or the Trust. 2. Duties and Obligations of the Sub-Adviser with Respect to Investment of Assets of the Trust(a) Subject to the oversight and supervision of the Adviser and direction and control of the Trusts Board of Trustees, the Sub-Adviser will act as sub-adviser for the Trust and perform one or more of the following services at the request of the Adviser in connection with the investment and reinvestment of the Trusts assets: (i) managing the investment and reinvestment of the assets of the Trust in accordance with the investment policies and guidelines of the Trust;(ii) subject to the provisions of Section 4 hereof, purchasing and selling securities and other assets for the Trust and placing orders for purchases and sales of assets of the Trust; (iii) providing investment research and credit analysis concerning the assets of the Trust; (iv) monitoring on a daily basis the investment activities and portfolio holdings relating to the Trust;(v) voting proxies relating to the Trusts portfolio securities in accordance with the proxy voting policies and procedures of the Sub-Adviser; and(vi) settlement of transactions and completing corporate actions. (b) At the request of the Adviser, the Sub-Adviser will also, subject to the oversight and supervision of the Adviser and the direction and control of the Trusts Board of Trustees, consult with the Adviser as to the overall management of the assets of the Trust and the investment policies and practices of the Trust, including (but not limited to) the use by the Trust of financial leverage and matters relating to such financial leverage (e.g., form, amount and costs) and the utilization by the Trust of any interest rate or other hedging or risk management transactions in connection therewith. (c) In addition, the Sub-Adviser will keep the Trust and the Adviser informed of developments relating to the Sub-Adviser or the Trusts investments materially affecting the Trust and shall, upon request, furnish to the Adviser and the Trust all information relevant to such developments. (d) The Sub-Adviser will periodically communicate to the Adviser or other service providers of the Trust, at such times as the Adviser may request, information concerning the purchase and sale of securities for the Trust and such other information as the Adviser may reasonably require for purposes of fulfilling its obligations to the Trust under the Investment Advisory Agreement.(e) In addition to the investment policies and guidelines of the Trust, the Adviser may from time to time communicate to the Sub-Adviser instructions (the Instructions) in writing that limit or supplement the investment policies and guidelines and are subject to approval by the Sub-B-2Adviser, which approval shall not be unreasonably withheld. Neither the investment policies and guidelines nor the Instructions shall require the Sub-Adviser to obtain capabilities or resources beyond those it possesses as of the Effective Date. The Adviser shall promptly notify the Sub-Adviser, in writing, of any change in the investment policies and guidelines that is made for any reason, including but not limited to a change by the Adviser, the Trust or in any applicable law or regulation. The Adviser acknowledges that the Sub-Adviser may be required to terminate delivery of certain data or services used in managing the Trust in the event the Sub-Adviser is no longer able to obtain such data or services.(f) The Sub-Adviser shall maintain business continuity, cybersecurity, disaster recovery and backup capabilities and facilities in keeping with industry standards and Securities and Exchange Commission (SEC) requirements through which the Sub-Adviser will be able to perform its obligations hereunder with minimal disruptions or delay. (g) To the extent prohibited by Regulation S-P, the Sub-Adviser and its affiliates will not disclose any non-public personal information, as defined in Regulation S-P, received from the Trust regarding any shareholder unless in accordance with an exception under Regulation S-P, or as otherwise may be permitted by law. The Sub-Adviser represents and warrants that, in accordance with applicable state privacy laws and Regulation S-P, it has implemented safeguards by adopting policies and procedures reasonably designed to: (i) insure the security and confidentiality of records and non-public personal information of shareholders; (ii) protect against any anticipated threats or hazards to the security or integrity of shareholder records and non-public personal information; and (iii) protect against unauthorized access to or use of such shareholder records or non-public personal information that could result in substantial harm or inconvenience to any shareholder. The Sub-Adviser shall treat confidentially all records of the Trust and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where the Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or (ii) when so requested by the Trust.(h) The Sub-Adviser acknowledges that, in compliance with the Bank Secrecy Act, as amended, the USA PATRIOT Act, and any implementing regulations thereunder (together, the AML Laws), the Trust has adopted anti-money laundering policies and procedures (the AML Policies). The Sub-Adviser agrees to comply with the Trusts AML Policies and the AML Laws, as the same may apply to the Sub-Adviser, now and in the future, and understands and agrees that the Trust may disclose information regarding the Sub-Adviser to governmental and/or regulatory or self-regulatory authorities to the extent required by applicable law or regulation and may file reports with such authorities as may be required by such law or regulation.(i) The Sub-Adviser shall provide such information as may reasonably be requested by the Adviser and/or the Board of Trustees under Section 15(c) of the 1940 Act in connection with its annual consideration of this Agreement.B-3(i) Nothing in this Agreement is deemed to impose on the Sub-Adviser responsibility for the preparation of the Trusts financial statements or the Trusts other financial and regulatory filing and reporting obligations, provided that the Sub-Adviser shall provide sub-certifications in the form reasonably requested by the Trust relating to the Sub-Advisers services under this Agreement to assist the Trust in complying with the provisions of the Sarbanes-Oxley Act of 2002.3. Covenants(a) In the performance of its duties under this Agreement, the Sub-Adviser shall at all times conform to, and act in accordance with, any requirements imposed by:(i) the provisions of the 1940 Act and the Advisers Act and all applicable Rules and Regulations of the SEC; (ii) any other applicable provision of law; (iii) the provisions of this Agreement and Declaration of Trust and By-Laws of the Trust, as such documents are amended from time to time; (iv) the investment objective, policies and restrictions of the Trust as set forth in its Registration Statement on Form N-2 and as supplemented from time to time by the Trusts shareholder reports and other SEC filings; and (v) any policies and determinations of the Board of Trustees of the Trust.(b) The Sub-Adviser will not consult with any other sub-adviser of the Trust or any other sub-adviser to a fund under common control with the Trust concerning transactions of the Trust in securities or other assets.(c) The Sub-Adviser will maintain a written code of ethics (the Code of Ethics) pursuant to Rule 17j-1 under the 1940 Act, a copy of which will be provided to the Trust and the Adviser, and will institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Sub-Adviser will follow such Code of Ethics in performing its services under this Agreement.(d) The Sub-Adviser will maintain compliance policies and procedures adopted pursuant to Rule 206(4)-7 under the Advisers Act and Rule 38a-1 under the 1940 Act, a copy of which will be provided to the Trust and the Adviser, and follow such compliance policies and procedures in performing its services under this Agreement; and(e) The Sub-Adviser will cooperate with the chief compliance officer of the Trust in connection with the implementation and operation of the Trusts compliance policies and procedures adopted pursuant to Rule 38a-1 under the 1940 Act, and will prepare necessary reports and provide the Trusts chief compliance officer with access to information reasonably necessary for the Trust to comply with Rule 38a-1.4. Portfolio Transactions(a) In the performance of its duties under this Agreement, the Sub-Adviser will place orders either directly with the issuer or with any broker B-4or dealer. Subject to the other provisions of this paragraph, in placing orders with brokers and dealers, the Sub-Adviser will attempt to obtain the best price and the most favorable execution of its orders, and all such brokerage placement shall be made in compliance with Section 28(e) of the Securities Exchange Act of 1934, as amended. In placing orders, the Sub-Adviser will consider the experience and skill of the firms securities traders as well as the firms financial responsibility and administrative efficiency. Consistent with this obligation, the Sub-Adviser may select brokers on the basis of the research, statistical and pricing services they provide to the Trust and other clients of the Sub-Adviser. Information and research received from such brokers will be in addition to, and not in lieu of, the services required to be performed by the Sub-Adviser hereunder. A commission paid to such brokers may be higher than that which another qualified broker would have charged for effecting the same transaction, provided that the Sub-Adviser determines in good faith that such commission is reasonable in terms either of the transaction or the overall responsibility of the Sub-Adviser to the Trust and its other clients and that the total commissions paid by the Trust will be reasonable in relation to the benefits to the Trust over the long-term. In no instance, however, will the Trusts securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except to the extent permitted by the SEC or by applicable law.(b) At the request of the Adviser or the Trust, the Sub-Adviser will identify and provide a written description to the Adviser and the Board of Trustees of the Trust of soft dollar arrangements that the Sub-Adviser maintains with respect to the Trust or with brokers or dealers that execute transactions for the Trust, and of research and other services provided to the Sub-Adviser by a broker or dealer (whether prepared by such broker or dealer or by a third party) as a result, in whole or in part, of the direction of Trust transactions to the broker or dealer. (c) From time to time, the Sub-Adviser or brokers or dealers affiliated with it may find themselves in a position to buy for certain of their clients (each an Account) securities which the Sub-Advisers investment advisory clients wish to sell, and to sell for certain of their clients securities which advisory clients wish to buy. Where one of the parties is an advisory client, the Sub-Adviser or the affiliated broker or dealer cannot participate in this type of transaction (known as a cross transaction) on behalf of an advisory client and retain commissions from one or both parties to the transaction without the advisory clients consent. This is because in a situation where the Sub-Adviser is making the investment decision (as opposed to a brokerage client who makes his own investment decisions), and the Sub-Adviser or an affiliate is receiving commissions from both sides of the transaction, there is a potential conflicting division of loyalties and responsibilities on the Sub-Advisers part regarding the advisory client. However, the SEC has adopted a rule under the Advisers Act that permits the Sub-Adviser or its affiliates to participate on behalf of an Account in agency cross transactions if the advisory client has given written consent in advance. Therefore, by execution of this Agreement, the Trust authorizes the Sub-Adviser or its affiliates to participate in agency cross transactions involving an Account. The Trust may revoke its consent at any time by written notice to the Sub-Adviser.5. ConfidentialityEach of the Trust, the Adviser and the Sub-Adviser acknowledge and agree that in satisfying its respective obligations under and performing B-5services in connection with this Agreement, any party may have access to another partys confidential and proprietary information and materials concerning or pertaining to the others business (confidential information). Each party will receive and hold such information in the strictest confidence, and acknowledge, represent, and warrant that it will use its best efforts to protect the confidentiality of this information to the same degree of care as it would its own confidential information. Each party agrees that, without the prior written consent of the other party, which approval shall not be unreasonably withheld, such party will not use, copy, or divulge to third parties or otherwise use, except in accordance with the terms of this Agreement, any confidential information of another party without the prior written consent of such other party; provided, however, this covenant shall not apply to (i) information which is in the public domain now or when it becomes in the public domain in the future, other than by reason of a breach of this Agreement, (ii) information which has come to a party from a lawful source not bound to maintain the confidentiality of such information, other than from any other party or an affiliate or representative of that party, (iii) information which is independently developed without the use of confidential information, (iv) disclosures which are required by law, regulatory authority, regulation or legal process or are made to any regulatory agency in the normal course of an examination, audit or investigation involving such party, or (v) disclosure as reasonably necessary in the course of business to third parties subject to a duty to maintain the confidentiality of the information. Notwithstanding the foregoing, the Sub-Adviser may disclose information it receives from or on behalf of the Trust or the Adviser to officers and employees of the Sub-Adviser or any of its affiliates in the course of providing the services under this Agreement and the Sub-Adviser may disclose the Trusts TIN information to third parties as required to perform the Sub-Advisers services under this Agreement. 6. Services Not Exclusive(a) Nothing in this Agreement shall prevent the Sub-Adviser or any officer, employee or other affiliate thereof from acting as investment adviser for any other person, firm or corporation, or from engaging in any other lawful activity, and shall not in any way limit or restrict the Sub-Adviser or any of its officers, employees or agents from buying, selling or trading any securities for its or their own accounts or for the accounts of others for whom it or they may be acting; provided, however, that the Sub-Adviser will undertake no activities which, in its judgment, will adversely affect the performance of its obligations under this Agreement.(b) The Sub Adviser currently manages, and may in the future manage, other investment accounts and funds, including those with investment objectives similar to the Trust. Securities considered as investments for the Trust may also be appropriate for other investment accounts and funds that may be managed by the Sub-Adviser. Subject to applicable laws and regulations, the Sub-Adviser will attempt to allocate equitably portfolio transactions among the portfolios of its other investment accounts and funds purchasing securities whenever decisions are made to purchase or sell securities by the Trust and one or more of such other accounts or funds over time. In making such allocations, the main factors to be considered by the Sub-Adviser will be the respective investment objectives of the Trust and such other accounts and funds, the relative size of portfolio holdings of the same or comparable securities, the availability of cash for investment by the Trust and such other accounts and funds, the size of investment commitments generally B-6held by the Trust and such accounts and funds, and the opinions of the persons responsible for recommending investments to the Trust and such other accounts and funds. 7. Books and Records(a) The Sub-Adviser undertakes and agrees to maintain or cause others to maintain, in the form and for the period required by Rule 31a-2 under the 1940 Act, all records relating to the Trusts investments that are required to be maintained by the Trust pursuant to the 1940 Act with respect to the Sub-Advisers responsibilities under this Agreement for the Trust, and which are not otherwise maintained by the administrator, fund accounting agent, custodian or other service providers to the Trust.(b) In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which it maintains for the Trust are the property of the Trust and further agrees to surrender promptly to the Trust any such records upon the Trusts request, except for any software or other intellectual property that is proprietary to, or owned or licensed by, the Sub-Adviser or any of its affiliates, which shall remain the property of the Sub-Adviser. Notwithstanding the foregoing, the Sub-Adviser shall retain those original records or copies of records in order to comply with the Advisers Act record keeping requirement, applicable law and its own internal policies.(c) Each of the Adviser and the Trust shall own, have custody of and maintain its general corporate accounts and records. At reasonable times and upon reasonable notice, the Trust shall provide the Sub-Adviser with access to all books, records, accounts, facilities, and personnel necessary or appropriate for the performance of the Sub-Advisers obligations under this Agreement. 8. CustodyNothing in this Agreement will require the Sub-Adviser to take or receive physical possession of cash, securities, or other investments of the Trust. The Trust shall select, engage and maintain at the Trusts expense one or more custodians meeting the requirements of Section 17(f) of the 1940 Act and the rules, regulations and interpretations thereunder (each a Custodian) to serve as Custodian(s) of the Trust assets. The Adviser shall provide the Sub-Adviser, in writing, the identity of each Custodian, any change in a Custodian and all other information regarding the Custodian(s) required for the Sub-Adviser to carry out its duties under this Agreement. The Adviser shall notify each Custodian of the appointment of the Sub-Adviser and of the authority of the Sub-Adviser to effect investments with respect to the Trust assets. All transactions authorized by this Agreement are made by payment to or delivery by the Custodian(s). The Sub-Adviser shall have no rights or responsibilities, including to direct payment or move cash or assets of the Trust, that would be defined as taking custody under the Advisers Act. In connection with the Trusts custody agreement(s), the Adviser and the Trust will ensure that no such rights are given to the Sub-Adviser. The Trust and the Adviser will ensure that the Sub-Adviser may use the Depositary Trust Companys Institutional Delivery System for trade confirmation and settlement. B-79. Expenses(a) During the term of this Agreement, the Sub-Adviser will bear all costs and expenses of its employees and any overhead incurred in connection with its duties hereunder, except as provided pursuant to paragraph (d) of this Section 9, and shall bear the costs of any salaries or trustees fees of any officers or trustees of the Trust who are affiliated persons (as defined in the 1940 Act) of the Sub-Adviser.(b) The Sub-Adviser shall not be responsible for any expenses of the Adviser or the Trust not specifically set forth in this Section 9 or otherwise in any written agreement between the Sub-Adviser and the Trust or the Adviser, as the case may be.(c) The Trust will bear all other costs, fees and expenses of its operations and transactions, including those relating to: (1) organization; (2) calculation of the Trusts net asset value (including the cost and expenses of any independent valuation firm, agent or other provider); (3) expenses payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for the Trust and in monitoring the Trusts investments; (4) interest payable on indebtedness and dividends and distributions on preferred shares, as applicable, if any, incurred to finance the Trusts investments; (5) offerings of the Trusts common shares and other securities (including, all fees, costs and expenses related thereto); (6) fees payable to third parties, including agents, legal counsel, consultants or other advisors, relating to, or associated with, evaluating and making investments; (7) administrator, transfer agent and custodian fees; (8) federal and state registration fees; (9) all costs of registration and listing the Trusts shares on any securities exchange; (10) federal, state and local taxes; (11) independent trustees fees and expenses; (12) costs of preparing and filing reports or other documents required by governmental bodies (including the SEC), including printing costs; (13) costs of any reports, proxy statements or other notices to shareholders, including printing costs; (14) insurance premiums for fidelity bond and other insurance coverage, including the Trusts allocable portion of the fidelity bond, trustees and officers errors and omissions liability insurance, including independent trustees liability insurance, and any other insurance premium; (15) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; (16) brokerage commissions, assignment fees and other costs in connection with the purchase, holding or sale of securities and other investment instruments (including, without limitation, security settlement costs; (17) expenses incidental to holding meetings of the Trusts shareholders, including proxy solicitations therefor; provided, however, that the Trust will not bear such expenses with respect to any meeting of the Trusts shareholders held for the purpose of seeking approval of a new investment sub-advisory agreement in connection with a change of control of the Sub-Adviser; (18) unusual, non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust is a party and legal obligations that the Trust may have to indemnify the Trusts directors, officers and/or employees or agents with respect to these actions, suits or proceedings; and (19) all other expenses incurred by the Trust in connection with administering the Trusts business.B-810. Compensation of the Sub-Adviser(a) The Trust agrees to pay to the Sub-Adviser, and the Sub-Adviser agrees to accept as full compensation for all services rendered by the Sub-Adviser under this Agreement, a monthly fee in arrears in an amount equal to the specified percentage of the advisory fee payable to the Adviser from the Trust (the Sub-Advisory Fee):Average Daily Managed AssetsSub-Adviser Percentage of Management Fees / (Fee Rate)Type of Fee SplitFirst $175 million55% / (0.44%)AbsoluteGreater than $175 million and up to $25050% / (0.40%)BlendedOver $250 million*50% / (0.40%)Absolute* If the Trusts Daily Managed Assets exceed $250 million for a period of more than 10 consecutive trading days, the Trusts management fee split will be reset to 50% to the Sub-Adviser and 50% to the Adviser on an Absolute Fee Split basis.(b) For any period less than a month during which this Agreement is in effect, the fee shall be prorated according to the proportion which such period bears to a full month of 28, 29, 30 or 31 days, as the case may be.(c) Blended Fee Split means the total sub-advisory fees paid to the Sub-Adviser will be a result of different sub-advisory fee rates assessed to different asset levels. By way of example, in a theoretical scenario in which the Trust has Managed Assets of $200 million, the resulting Sub-Advisory Fees for the Sub-Adviser will be equal to (0.44% x $175 million) + (0.40% x $25 million), with a Blended Fee Split of 0.431%.(d) Absolute Fee Split means the total sub-advisory fees paid to the Sub-Adviser will be a result of the applicable fee rate multiplied by all of the Trusts Managed Assets.(e) Managed Assets means the total assets of the Trust, including the assets attributable to the proceeds from financial leverage (including through the issuance of preferred shares or the issuance of senior securities representing indebtedness), minus liabilities, other than liabilities related to any financial leverage.(f) For purposes of this Agreement, the total assets of the Trust shall be calculated pursuant to the procedures adopted by resolutions of the Trusts Board of Trustees for calculating the value of the Trusts assets.(g) The Sub-Adviser may elect from time to time, in its sole discretion, to waive its right to receipt of all or a portion of the Sub-Advisory Fee.11. Representations and Warranties(a) The Trust represents and covenants to the Sub-Adviser as follows:(i) The Trust is duly organized and validly existing under the laws of the State of Delaware with the power to own and possess its assets.B-9(ii) The execution, delivery and performance by the Trust of this Agreement are within the Trusts powers and have been duly authorized by all necessary actions of the Board of Trustees, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (1) any provision of applicable law, rule or regulation, (2) the Trusts governing instruments, or (3) any agreement, judgment, injunction, order, decree or other instruments binding upon the Trust.(iii) The Trust is, or will be prior to commencing operations, registered as a closed-end management investment company under the 1940 Act and the Trusts shares are, or will be prior to commencing operations, registered under the Securities Act of 1933, as amended, and under any applicable state securities laws, or exempt from such registration.(iv) Prior to the Sub-Adviser commencing services under this Agreement, the Trust will have legal title to the assets in the Trust and no restrictions shall exist as to the ownership or transfer of such assets unless specifically set forth in this Agreement.(b) The Adviser represents and covenants to the Sub-Adviser as follows:(i) The Adviser is duly organized and validly existing under the laws of the State of Delaware.(ii) The execution, delivery and performance by the Adviser of this Agreement are within the Advisers powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance of this Agreement by the parties to this Agreement, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (1) any provision of applicable law, rule or regulation, (2) the Advisers governing instruments, or (3) any agreement, judgment, injunction, order, decree or other instruments binding upon the Adviser.(iii) This Agreement constitutes a valid and binding obligation of the Adviser, enforceable against the Adviser in accordance with its terms, except to the extent such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, or similar laws affecting the rights of creditors generally and by general equity principles.(iv) The Adviser is not prohibited by the 1940 Act or B-10the Advisers Act from serving as investment adviser to the Trust.(v) The Adviser hereby acknowledges receipt of Sub-Advisers Form ADV, Part 2 before, or at the time of, signing this Agreement.(c) The Sub-Adviser represents and covenants to the Adviser and the Trust as follows:(i) The Sub-Adviser is duly organized and validly existing under the laws of the State of Wisconsin.(ii) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Advisers powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance of this Agreement by the parties to this Agreement, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (1) any provision of applicable law, rule or regulation, (2) the Sub-Advisers governing instruments, or (3) any agreement, judgment, injunction, order, decree or other instruments binding upon the Sub-Adviser.(iii) This Agreement constitutes a valid and binding obligation of the Sub-Adviser, enforceable against the Sub-Adviser in accordance with its terms, except to the extent such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, or similar laws affecting the rights of creditors generally and by general equity principles.(iv) The Sub-Adviser is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement.12. Certain InformationThe Adviser shall promptly notify the Sub-Adviser, and the Sub-Adviser shall promptly notify the Trust and the Adviser in writing of the occurrence of any of the following events:(a) such party failing to be registered as an investment adviser under the Advisers Act;(b) such party having been served or otherwise have notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Trust;(c) the occurrence of any change in control of such party or any parent of such party within the meaning of the 1940 Act; or B-11(d) the occurrence of any material adverse change in the business or financial position of such party. 13. Limitation on LiabilityThe Sub-Adviser will not be liable for any error of judgment or mistake of law or for any loss suffered by Sub-Adviser, the Adviser or by the Trust in connection with the performance of this Agreement, except a loss resulting from a breach of a fiduciary duty with respect to the receipt of compensation for services or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder). Nothing herein shall constitute a waiver or restriction of any partys rights under applicable federal or state securities laws.14. IndemnificationThe Trust shall indemnify, defend and protect the Sub-Adviser, its members and their respective officers, managers, partners, parent, corporate group affiliates, agents, employees, controlling persons, members, and any other person affiliated with any of them (collectively, the Indemnified Parties) (each of whom shall be deemed a third party beneficiary hereof) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Trust or its security holders) arising out of or otherwise based upon the performance of any of the Sub-Advisers duties or obligations under this Agreement or otherwise as an investment adviser of the Trust. Notwithstanding the foregoing provisions of this Section 14 to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Trust or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of any Indemnified Partys duties or by reason of the reckless disregard of the Sub-Advisers duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder).15. Duration and Termination(a) This Agreement shall become effective as of the Effective Date and, unless sooner terminated with respect to the Trust as provided herein, shall continue in effect for a period of two years. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Trust for successive periods of 12 months, provided such continuance is specifically approved at least annually by both:(i) the vote of a majority of the Trusts Board of Trustees or the vote of a majority of the outstanding voting securities of the Trust at the time outstanding and entitled to vote, and B-12(ii) the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. (b) Notwithstanding the foregoing, this Agreement may be terminated by (i) the Adviser or the Trust at any time, without the payment of any penalty, upon giving the Sub-Adviser 60 days notice (which notice may be waived by the Sub-Adviser), provided that such termination by the Trust shall be directed or approved by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Trust at the time outstanding and entitled to vote, or (ii) the Sub-Adviser on 60 days written notice to the Trust and the Adviser (which notice may be waived by the Trust or the Adviser on behalf of both the Trust and the Adviser). (c) This Agreement will immediately terminate in the event of its assignment and will immediately terminate upon any termination of the Investment Advisory Agreement between the Trust and the Adviser.(d) As used in this Agreement, the terms majority of the outstanding voting securities, interested person and assignment shall have the same meanings of such terms in the 1940 Act.(e) The terms of Sections 5, 7, 10, 13, 14, 18, 19 and 20 of this Agreement shall survive the termination of this Agreement.16. NoticesAny notice under this Agreement shall be in writing to the other parties and shall be considered as properly given or made if (a) sent by overnight delivery by a nationally recognized air courier service, (b) sent by electronic mail with no receipt of error in the delivery, or (c) mailed by registered or certified mail, return receipt requested, and if addressed to the respective address listed below:If to Adviser, to: XA Investments, LLC 321 North Clark Street #2430 Chicago, IL 60654 Attention: General CounselIf to the Trust, to:Madison Covered Call & Equity Strategy Fund 321 North Clark Street #2430 Chicago, IL 60654 Attention: Chief Executive OfficerIf to Sub-Adviser, to:Madison Investment Holdings, Inc. 550 Science Drive Madison, WI 53711 Attention: Steven A. Carlor at such address as the other party may designate from time to time for the receipt of such notice and shall be deemed effective on receipt.17. Amendment of this AgreementNo provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. Any amendment of this Agreement shall be subject to the 1940 Act.B-1318. Governing LawThis Agreement shall be governed by and construed in accordance with the laws of the State of Delaware for contracts to be performed entirely therein without reference to choice of law principles thereof and in accordance with the applicable provisions of the 1940 Act. WAIVER OF JURY TRIAL AND PUNITIVE DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND ANY RIGHT TO SEEK PUNITIVE OR CONSEQUENTIAL DAMAGES.19. Use of the NameThe Sub-Adviser has consented to the use by the Trust of the name or identifying word Madison in the name of the Trust. Such consent is conditioned upon the employment of the Sub-Adviser as the investment sub-adviser to the Trust. The name or identifying word Madison may be used from time to time solely in connection with the Sub-Advisers services under this Agreement. The Sub-Adviser may require the Trust to cease using Madison in the name of the Trust, if the Trust ceases to employ, for any reason, the Sub-Adviser, any successor thereto or any affiliate thereof as investment sub-adviser of the Trust. If so required by the Sub-Adviser, the Trust will cease using Madison in its name as promptly as practicable and make all reasonable efforts to remove Madison from its name.20. Miscellaneous(a) The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.(b) If any provision of this Agreement is invalid, illegal, or unenforceable under applicable law of mandatory application, the validity, legality, and enforceability of that provision or condition in other instances and of the remaining provisions and conditions are not in any way affected thereby. (c) Nothing contained in this Agreement will be deemed to require the Trust to take any action contrary to the Trusts Amended and Restated Agreement and Declaration of Trust or By-laws, as they may be amended and/or restated from time to time, with notice to the Sub-Adviser, or any applicable statute or regulation, or to relieve or deprive the Board of Trustees of its responsibility for and control of the conduct of the affairs of the Trust. (d) This Agreement shall be binding on, and shall inure to the benefit of the parties hereto and their respective successors.(e) This Agreement may be executed in counterparts by the parties hereto, each of which when executed is deemed to be an original and all of which together are deemed to be one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.B-14(f) This Agreement constitutes the entire understanding and agreement, and supersedes any and all other proposals, understandings, and agreements among the parties with respect to the subject matter hereof.IN WITNESS WHEREOF, the parties hereto have caused the foregoing instrument to be executed by their duly authorized officers, all as of the day and the year first above written.MADISON COVERED CALL & EQUITY STRATEGY FUNDBy: Name: Title: XA INVESTMENTS LLCBy: Name: Title: MADISON ASSET MANAGEMENT, LLCBy: Name: Title: B-15EXHIBIT COTHER FUNDS WITH SIMILAR INVESTMENT OBJECTIVESMadison. The table below provides information regarding other registered investment companies managed by Madison which have a similar investment objective as the Fund.Name of Other FundOther Funds Investment ObjectiveAdvisers Management FeeNet Assets as of December 31, 2023Has Adviser Agreed to Waive or Reduce its Management Fee under any Applicable Contract?Madison Covered Call & Equity Income FundSeeks to provide consistent total return and, secondarily, to provide a high level of income and gains from option premiums.0.85%$261,020,326NoMadison Covered Call ETFSeeks to provide consistent total return and secondarily, to produce a high level of income and gains.0.90%1$82,690,175No1 Pursuant to an investment advisory agreement between Madison and the Madison ETFs Trust, on behalf of each series thereof (each, a Series), each Series has agreed to pay an annual unitary management fee to Madison. This unitary management fee is designed to pay each Series expenses and to compensate Madison for the services it provides to each Series. Out of the unitary management fee, Madison pays substantially all expenses of each Series, including the cost of investment management services, transfer agency, custody, fund administration, legal, audit and other service and license fees. The unitary fee does not cover, and therefore, each Series pays directly, interest, taxes, brokerage commissions, acquired fund fees and expenses and other expenses connected with the execution of portfolio transactions, distribution, and service fees payable pursuant to a Rule 12b-1 plan, if any, and extraordinary expenses.XAI. XAI does not manage other registered investment companies which have a similar investment objective as the Fund.C-1THIS PAGE INTENTIONALLY LEFT BLANKEVERY VOTE IS IMPORTANTMADISON COVERED CALL & EQUITY STRATEGY FUNDPO Box 43131Providence, RI 02940-3131VOTING OPTION:VOTE ON THE INTERNETLog on to:www.proxy-direct.comor scan the QR codeFollow the on-screen instructionsavailable 24 hoursVOTE BY PHONECall 1-800-337-3503Follow the recorded instructionsavailable 24 hoursVOTE BY MAILVote, sign and date this Proxy Card and return in the postage-paid envelopePlease detach at perforation before mailing.PROXYMADISON COVERED CALL & EQUITY STRATEGY FUNDSPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 15, 2024THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES. Greg D. Hoppe and Kyle Schalow (the Proxyholders), or any of them, each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Special Meeting of shareholders of the Madison Covered Call & Equity Strategy Fund (the "Fund"), to be held on Tuesday, October 15, 2024 at 9:00 a.m., local time at the offices of Madison Asset Management, LLC, 550 Science Drive, Madison, Wisconsin 53711, and any adjournments or postponements thereof.Shares represented by this proxy card when properly executed will be voted in the manner directed herein by the shareholder, and in the discretion of such proxies, upon any and all other matters as may properly come before the Special Meeting or any adjournment or postponement thereof. If no direction is made, on a properly executed card, this proxy will be voted "FOR" the proposals. If any of the Trustee nominees for any reason are unable or unwilling to serve, the Proxyholders will vote for the election of such other person as they may consider qualified. The shareholder hereby acknowledges receipt of this Notice of Special Meeting and Proxy Statement for the Special Meeting to be held on October 15, 2024.VOTE VIA THE INTERNET: www.proxy-direct.comVOTE VIA THE TELEPHONE: 1-800-337-3503MCC__34064_062724PLEASE MARK, SIGN, AND DATE ON THE REVERSE SIDE AND RETURN THE PROXY CARD USING THE ENCLOSED ENVELOPE.xxxxxxxxxxxxxx codeEVERY SHAREHOLDERS VOTE IS IMPORTANTImportant Notice Regarding the Availability of Proxy Materials for theSpecial Meeting to Be Held on October 15, 2024.The Proxy Statement for this meeting is available at:https://www.madisonfunds.com/MCNproxyPlease detach at perforation before mailing. TO VOTE, MARK BOXES BELOW IN BLUE OR BLACK AS SHOWN IN THIS EXAMPLE: xA.Proposals. THE BOARD RECOMMENDS YOU VOTE FOR THE FOLLOWING PROPOSALS: FOR AGAINST ABSTAIN 1. To approve a new investment advisory agreement between the Fund and XA Investments, LLC. FOR AGAINST ABSTAIN2. To approve a new investment subadvisory agreement among the Fund, Madison Asset Management, LLC and XA Investments, LLC. 3. To approve the election of five trustees to the Board of Trustees. FOR WITHHOLD01. Danielle Cupps* 02. Gregory Dingens** 03. Philip Franklin** 04. Scott Craven Jones*** 05. William Meyers*** *Class I Trustee to serve until the Funds 2027 Annual Meeting of Shareholders or until her successor shall have been elected and qualified.**Class II Trustee to serve until the Funds 2025 Annual Meeting of Shareholders or until his successor shall have been elected and qualified.***Class III Trustee to serve until the Funds 2026 Annual Meeting of Shareholders or until his successor shall have been elected and qualified.B. Authorized Signatures This section must be completed for your vote to be counted. Sign and Date Below.Note: Please sign exactly as your name(s) appear(s) on this proxy card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature.Date (mm/dd/yyyy) Please print date belowSignature 1 Please keep signature within the boxSignature 2 Please keep signature within the boxScanner bar code xxxxxxxxxxxxxx MCC 34064 xxxxxxxx Assistant Secretary andAnti-Money Laundering OfficerSince July 2024Madison and MIA, Mutual Fund Operations Manager, April 2024 - Present; Madison Funds, Ultra Series Fund and Madison ETFs Trust, Assistant Secretary and Anti-Money Laundering Officer, July 2024 Present. SS&C Technologies, Client Relationship Manager 2020 March 2024 Since July 2024Madison and MIA, Mutual Fund Operations Manager, April 2024 - Present; Madison Funds, Ultra Series Fund and Madison ETFs Trust, Assistant Secretary and Anti-Money Laundering Officer, July 2024 Present. SS&C Technologies, Client Relationship Manager 2020 March 2024 Madison and MIA, Mutual Fund Operations Manager, April 2024 - Present; Madison Funds, Ultra Series Fund and Madison ETFs Trust, Assistant Secretary and Anti-Money Laundering Officer, July 2024 Present. SS&C Technologies, Client Relationship Manager 2020 March 2024 Trustee Name Aggregate Compensationfrom FundTotal Compensation from Fund and Madison Fund Complex(1) Total Compensation from Fund and Madison Fund Complex(1) Scott C. Jones $12,000 $74,000 Steven P. Riege(2) $13,000 $123,000 Richard E. Struthers $12,000 $115,000 Name Title/Principal Occupation Steven Carl Chairman of the Board and Board Member of MIH; (Principal Executive Officer; Chief Distribution Officer) Paul Lefurgey Board Member of MIH(Retired) Frank Burgess Board Member of MIH(Retired) Richard Eisinger Board Member of MIH(Head of Equities, Portfolio Manager) Name Title John Yogi Spence Co-Chief Executive Officer Theodore F. Brombach Co-Chief Executive Officer Kimberly Ann Flynn President Benjamin D. McCulloch General Counsel & Managing Director Kevin B. Davis Managing Director & Head of Sales Trustee/Officer Name Dollar Range of Beneficially-Owned Securities of the Fund Aggregate Dollar Range of Beneficially-Owned Securities of the Madison Fund Complex(1) Scott C. Jones None Over $100,000 Steven P. Riege None $10,001 - $50,000 Richard E. Struthers None $10,001 - $50,000 Jill M. Friedow $0 - $10,000 $50,001 - $100,000 Patrick F. Ryan None Over $100,000 Steve J. Fredricks None $50,001 - $100,000 Greg D. Hoppe None Over $100,000 Brandon Redwing None $1 - $10,000 Kyle Schalow None None Terri Wilhelm None None Average Daily Managed Assets Sub-Adviser Percentage of Management Fees / (Fee Rate) Type of Fee Split First $175 million 55% / (0.44%) Absolute Greater than $175 million and up to $250 50% / (0.40%) Blended Over $250 million* 50% / (0.40%) Absolute Name of Other Fund Other Funds Investment Objective Advisers Management Fee Net Assets as of December 31, 2023 Has Adviser Agreed to Waive or Reduce its Management Fee under any Applicable Contract? Madison Covered Call & Equity Income Fund Seeks to provide consistent total return and, secondarily, to provide a high level of income and gains from option premiums. 0.85% $261,020,326 No Madison Covered Call ETF Seeks to provide consistent total return and secondarily, to produce a high level of income and gains. 0.90%1 $82,690,175 No VOTE ON THE INTERNET Log on to: www.proxy-direct.com or scan the QR code Follow the on-screen instructions available 24 hours VOTE BY PHONE Call 1-800-337-3503 Follow the recorded instructions available 24 hours VOTE BY MAIL Vote, sign and date this Proxy Card and return in the postage-paid envelope Date (mm/dd/yyyy) Please print date below Signature 1 Please keep signature within the box Signature 2 Please keep signature within the box Scanner bar codeMCN Total Returns 1 Year Annualized Total Return1 3 Year Annualized Total Return1 5 Year Annualized Total Return1 10 Year Annualized Total Return1 ITD Annualized Total ReturnNAV Return10.62%6.08%10.99%6.46%5.47%Price Return8.22%6.02%13.99%8.39%6.08%S&P 500 TR USD28.17%9.56%15.49%12.69%10.40%CBOE S&P 500 BuyWrite BXM RP USD9.26%5.12%5.97%5.60%5.54% NAV Return 10.62% 6.08% 10.99% 6.46% 5.47% Price Return 8.22% 6.02% 13.99% 8.39% 6.08% S&P 500 TR USD 28.17% 9.56% 15.49% 12.69% 10.40% CBOE S&P 500 BuyWrite BXM RP USD 9.26% 5.12% 5.97% 5.60% 5.54% MCN Average Daily Trading Volume(as of 5/31/24) Current 30 Day Average LTM Average 36 Month Average Average Since Inception INTRODUCTION PROPOSAL 1: APPROVAL OF NEW ADVISORY AGREEMENT Background Section 15(f) of the 1940 Act Comparison of New Advisory Agreement and Existing Advisory Agreement Board of Trustees Evaluation of the New Advisory Agreement Consequences of Shareholders not approving the New Advisory Agreement Recommendation of the Board of Trustees PROPOSAL 2: APPROVAL OF NEW SUBADVISORY AGREEMENT Background Discussion of the Terms of the New Subadvisory Agreement Board of Trustees Evaluation of the New Subadvisory Agreement Consequences of Shareholders not approving the New Advisory Agreement Recommendation of the Board of Trustees PROPOSAL 3: ELECTION OF NEW TRUSTEES Background Nominees for the New Board of Trustees Experience and Qualifications of the Nominees Proposed New Executive Officers of the Fund Information about the Current Board of Trustees Current Executive Officers of the Fund Current Board Committees, Leadership Structure and Risk Oversight New Board Proposed Committees, Leadership Structure and Risk Oversight Board Compensation Board Transactions with Fund Affiliates Consequences of Shareholders not approving the New Board Recommendation of the Board of Trustees ADDITIONAL INFORMATION Information about the Fund Information about Madison Information about XAI Information about Independent Registered Public Accounting Firm Voting Information Votes Required to Pass the Proposals No Dissenters Rights Security Ownership of Management, Trustees and Principal Shareholders Section 16 Beneficial Ownership Reporting Compliance Householding Shareholder Proposals for Subsequent Meetings Other Matters to Come Before the Meeting EXHIBIT A - NEW INVESTMENT ADVISORY AGREEMENT A-1 EXHIBIT B - NEW SUBADVISORY AGREEMENT B-1 EXHIBIT C - OTHER FUNDS WITH SIMILAR INVESTMENT OBJECTIVES C-1 Average Daily Managed Assets Sub-Adviser Percentage of Management Fees/(Fee Rate) Type of Fee Split First $175 million 55% / (0.44%) Absolute Greater than $175 million and up to $250 million 50% / (0.40%) Blended Over $250 million* 50% / (0.40%) Absolute Name and Yearof BirthPosition(s) Held with Fund and Length of Time ServedPrincipal Occupation(s)During the Past Five YearsNumber of Portfolios Overseen in XAI Fund Complex, if Elected(1)Other Directorshipsheld by TrusteeIndependent Trustee Nominee- Class ITo Serve until 2027 Annual Meeting Position(s) Held with Fund and Length of Time Served Principal Occupation(s)During the Past Five YearsNumber of Portfolios Overseen in XAI Fund Complex, if Elected(1)Other Directorshipsheld by TrusteeIndependent Trustee Nominee- Class ITo Serve until 2027 Annual Meeting Number of Portfolios Overseen in XAI Fund Complex, if Elected(1) Other Directorshipsheld by Trustee Independent Trustee Nominee- Class I To Serve until 2027 Annual Meeting Name and Yearof BirthPosition(s) Held with Fund and Length of Time ServedPrincipal Occupation(s)During the Past Five YearsNumber of Portfolios Overseen in XAI Fund Complex, if Elected(1)Other Directorshipsheld by TrusteeDanielle Cupps 1970NoneRetired. Formerly, Director, Digital Customer Engagement, McDonalds Corporation (2019-2022); Managing Director, Kinzie Capital Partners (2018) (private equity); Managing Director, BLG Capital Advisors (2016-2018) (family office); Director, Finance and Chief of Staff to CFO, Boeing Company (2006-2012).3NoneIndependent Trustee Nominee- Class IITo Serve until 2025 Annual MeetingGregory Dingens 1964NoneExecutive Vice President, Monroe Financial Partners, Inc. (2006-present) (investment banking and trading); Member, Siena Capital Partners GP LLC (2006-present) (private investment fund); Director, Qwickrate LLC (2012-present) (online marketplace for financial institutions).3None22Name and Yearof BirthPosition(s) Held with Fund and Length of Time ServedPrincipal Occupation(s)During the Past Five YearsNumber of Portfolios Overseen in XAI Fund Complex, if Elected(1)Other Directorshipsheld by TrusteePhilip G. Franklin 1951NoneRetired. Formerly, Chief Financial Officer and Executive Vice President, Littelfuse, Inc. (1998-2016) (electronics components).3TTM Technologies Inc. (2011-present); Chairman, Tribune Publishing Company (Tronc, Inc.) (2014-2021).Independent Trustee Nominee- Class IIITo Serve until 2026 Annual MeetingScott C. Jones 1962Trustee(since 2021)(2)Director, Carne Global Financial Services (US) LLC (2013-present); Managing Director, Park Agency, Inc. (2020-present) (investment firm).3Madison Funds (14 open end funds managed by Madison) (2019-present); Manager Directed Portfolios, a U.S. Bancorp series trust (9 open end funds) (2016-present).Interested Trustee Nominee- Class IIITo Serve until 2026 Annual Meeting23Name and Yearof BirthPosition(s) Held with Fund and Length of Time ServedPrincipal Occupation(s)During the Past Five YearsNumber of Portfolios Overseen in XAI Fund Complex, if Elected(1)Other Directorshipsheld by TrusteeWilliam Meyers(3)1966NonePresident of Riivendell Financial Group, LLC (2021-present).Formerly, Senior Advisor at XA Investments, LLC (2021-2023); Senior Managing Director (2017-2020) of Nuveen Securities, LLC and Nuveen Fund Advisors, LLC.3None(1) The term XAI Fund Complex refers to the following registered investment companies: (i) the XAI Octagon Floating Rate & Alternative Income Trust, (ii) the Octagon XAI CLO Income Fund, and (iii) assuming shareholder approval of the Proposals, the Fund.(2) Mr. Jones currently serves as a trustee of the Fund.(3) Mr. Meyers will be an interested person of the Fund because of his prior position as a Senior Adviser of XAI.Experience and Qualifications of the NomineesThe Current Board has determined that each nominee should be elected as a New Trustee of the Fund based on several factors (none of which alone is determinative). The Current Board believes that the New Trustees have balanced and diverse experiences, skills, attributes and qualifications, which will allow the New Board to operate effectively in governing the Fund and protecting the interests of shareholders. Among the factors the Current Board considered when concluding that each nominee should serve on the New Board were the following: availability and commitment to attend meetings and perform the responsibilities of a trustee; personal and professional background; educational background; financial expertise; ability to review critically, evaluate and discuss information provided to them; and ability to interact effectively with XAI, Madison, other service providers, and each other. Each nominees ability to perform his or her duties effectively is evidenced by professional accomplishments and prior or current management positions and experience. Furthermore, with respect to Mr. Jones, the Current Board considered his tenure on the Current Board and his familiarity with the Fund and Madison, as well as XAI.Following is a summary of various qualifications, experiences and skills of each nominee (in addition to business experience during the past five years as set forth in the table above) that contributed to the Current Boards conclusion that each individual should serve on the New Board. References to the qualifications, attributes and skills of the New Trustees do not constitute the 24holding out of any New Trustee as being an expert under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the SEC.Independent Trustee NomineesDanielle Cupps. Ms. Cupps has experience as a Director of CEO & Financial Communications, at McDonalds Corporation, Managing Director at Kinzie Capital Partners, a private equity firm, Managing Director at BLG Capital Advisors, a family office managing a global portfolio of alternative assets, in various roles, including Director of Corporate and Strategic Development and Chief of Staff in the Office of the Chief Financial Officer, at Boeing Company, Vice President at Code Hennessy & Simmons LLC, a private equity firm, and Associate in the private equity funds group at Goldman, Sachs & Co. Ms. Cupps is experienced in financial, regulatory and investment matters.Gregory Dingens. Mr. Dingens has over 25 years of investment management experience, including as Executive Vice President of Monroe Financial Partners, Inc., Member of Siena Capital Partners, a private investment fund, director of Qwickrate LLC, and Managing Director at both Lehman Brothers and Merrill Lynch. Mr. Dingens is experienced in financial, regulatory and investment matters.Philip Franklin. Mr. Franklin has experience as Chairman of Tribune Publishing Company, Chief Financial Officer and Executive Vice President of Littelfuse, Inc. and Chief Financial Officer and Vice President at OmniQuip International. Mr. Franklin is experienced in financial, accounting and regulatory matters.Scott Craven Jones. Mr. Jones has experience as a director at Carne Global Financial Services (US) LLC, Chief Operating Officer, Chief Financial Officer and Treasurer of Aurora Investment Management LLC, Executive Vice President and Chief Administrative Officer of Calamos Asset Management, Inc., Managing Director at Northern Trust Global Investments, in various roles at Nuveen Investments and as a trustee at various other fund complexes. Mr. Jones is experienced in financial, accounting, regulatory and investment matters.Interested Trustee NomineeWilliam Meyers. Mr. Meyers has over 35 years of investment management experience, including as President of Riivendell Financial Group, LLC, Senior Advisor at XA Investments, LLC, Senior Managing Director and Managing Director of Nuveen Securities, LLC and Nuveen Fund Advisors, LLC and Senior Vice President of Nuveen. Mr. Meyers is experienced in financial, regulatory and investment matters.Proposed New Executive Officers of the FundSet forth below is information concerning the persons who are anticipated to be elected as executive officers of the Fund by the New Board following the Closing Date. Officers serve at the pleasure of the board and until their successors are appointed and qualified or until their earlier resignation or 25removal. The business address of each person listed below is 321 North Clark Street, Suite 2430, Chicago, Illinois 60654, unless otherwise stated.Name and Year of BirthProposed Position(s) with the FundPrincipal Occupation(s) During the Past Five YearsTheodore J. Brombach1963President and Chief Executive OfficerCo-Chief Executive Officer of XAI (2016-present); Co-Founding Partner of XMS Capital Partners, LLC (2006-present).Kimberly Ann Flynn 1977Vice PresidentPresident, XAI (2024-present); Managing Director, XAI (2016-2024); Senior Vice President, Head of Product Development (2013-2016), Vice President (2009-2013), Assistant Vice President (2007-2009) and Associate (2004-2007), Nuveen Investments. Benjamin D. McCulloch 1981Chief Legal Officer and SecretaryGeneral Counsel & Managing Director, XAI (2019-present); Chief Compliance Officer, XAI (2021-present); Associate, Drinker Biddle & Reath LLP (2015-2019); Associate Counsel, First Trust Portfolios LP (2012-2015). Derek Mullins(1) 1973Chief Financial Officer and TreasurerManaging Partner, PINE Advisor Solutions, LLC (2018-present); Chief Financial Officer and Treasurer, Destra Investment Trust (2 portfolios) (2018-present); Chief Financial Officer and Treasurer, BlueBay Destra International & Event-Driven Credit Fund (2018-present); Chief Financial Officer and Treasurer, Destra Multi-Alternative Fund (2018-present); Chief Financial Officer and Treasurer, Primark Private Equity Investments Fund (2020-present); Chief Financial Officer and Treasurer, Bow River Capital Evergreen Fund (2020-present); Chief Financial Officer and Treasurer, Forum Real Estate Income Fund (2021-present).John Yogi Spence1962Vice PresidentCo-Chief Executive Officer, XAI (2016-present); Co-Founding Partner, XMS Capital Partners, LLC (2006-present).26Name and Year of BirthProposed Position(s) with the FundPrincipal Occupation(s) During the Past Five YearsRandi Roessler(1) 1981Chief Compliance OfficerDirector, PINE Advisor Solutions, LLC (2023-present); Chief Compliance Officer, Destra Investment Trust (2 portfolios) (2023-present); Chief Compliance Officer, BlueBay Destra International & Event-Driven Credit Fund (2023-present); Chief Compliance Officer, Destra Multi-Alternative Fund (2023-present); Chief Compliance Officer, ONEFUND Trust (2023-present); Chief Compliance Officer, Boston Trust Walden Funds (10 portfolios) (2023-present); Chief Compliance Officer, IDX Funds (2 portfolios) (2023-present); Chief Compliance Officer, Davis Selected Advisers, L.P., Davis Funds, Selected Funds, the Clipper Fund Trust, the Davis Fundamental ETF Trust, and Davis Distributors, LLC (2018-2023).(1) The business address of this person is: c/o PINE Advisors, LLC, 501 S. Cherry St., Suite 1090, Denver, CO 80246.Information about the Current Board of TrusteesSet forth below is information concerning the members of the Current Board, each of whom (with the exception of Mr. Jones) will resign upon the election of the New Trustees, which resignation shall be effective as of the Closing Date. The mailing address for each member of the Current Board is 550 Science Drive, Madison, Wisconsin 53711, except that Mr. Jones mailing address is 321 North Clark Street, Suite 2430, Chicago, Illinois 60654.Name and Year of BirthPosition(s) Held with Fund and Length of Time ServedPrincipal Occupation(s)During the Past Five YearsNumber of Portfolios Overseen inMadison Fund Complex (1)Other Directorshipsheld by TrusteeIndependent TrusteesRichard E. Struthers1952Class I Trustee, since 2017; current term ends 2026Clearwater Capital Management (investment advisory firm), Naples, FL, Chair and Chief Executive Officer, 1998 Present.34Madison Funds (15 open end funds) and Ultra Series Fund (14 open end funds), 2004 Present; Madison ETFs (4 open end funds), June 2023 Present.27Name and Year of BirthPosition(s) Held with Fund and Length of Time ServedPrincipal Occupation(s)During the Past Five YearsNumber of Portfolios Overseen inMadison Fund Complex (1)Other Directorshipsheld by TrusteeScott C. Jones1962Class II Trustee, since 2021; current term ends 2027See Mr. Jones biographical information in table above under the heading New Board of Trustees Nominees.16See Mr. Jones biographical information in table above under the heading New Board of Trustees Nominees.Steven P. Riege1954Class III Trustee, since 2015; current term ends 2025Ovation Leadership (management consulting), Milwaukee, WI, Owner/President, 2001 Present.Madison Funds (15 open end funds) and Ultra Series Fund (14 open end funds), 2005 Present; Madison ETFs (4 open end funds), June 2023 PresentInterested TrusteesJill M. Friedow(2)1964Class II Trustee, since 2023; current term ends 2027Vice President, 2023 PresentMadison Investment Holdings, Inc. (MIH), Madison Investment Advisors, LLC (MIA) and Madison Asset Management, LLC (Madison), Chief Technology Officer & Director of Operations, 2019-Present; Vice President & Director of Operations, 2010 - 2019; Vice President & Operations Manager, 2003-2010; Operations Manager, 1999-2003.30Madison Funds (15 open end funds) and Ultra Series Fund (14 open end funds), 2023 Present.(1) The term Madison Fund Complex refers to (i) the Madison Funds with 15 portfolios, (ii) the Ultra Series Fund with 14 portfolios, (iii) the Madison ETFs Trust with 4 active portfolios, and (iv) the Fund.(2) Ms. Friedow is an interested person of the Fund because of her position with Madison.For the Funds last fiscal year, the Current Board met five times. Each member of the Current Board attended 100% of the board meetings and the meetings of the board committees on which the trustee served during such period. Shareholders wishing to communicate with the Current Board or individual trustees should send such correspondence to the offices of Madison, 28550 Science Drive, Madison, Wisconsin 53711, c/o MCN, Secretary. Shareholder communications will be sent directly to the applicable board member(s). The Fund currently does not have a policy with respect to board members attendance at shareholder meetings.Current Executive Officers of the FundThe following table sets forth information concerning the current executive officers of the Fund, each of whom is expected to resign following the Closing of the Transaction, as the New Board is expected to appoint executive officers from the XAI organization and/or service providers to XAI. Jill Friedow is a Vice President of the Fund, and her biographical information is provided under the heading Information about the Current Board of Trustees, above. The mailing address for each current executive officer is 550 Science Drive, Madison, Wisconsin 53711.Name and Year of BirthPosition(s) Held with FundTerm of Office and Length of Time ServedPrincipal Occupation(s) During Past Five YearsPatrick F. Ryan1979PresidentSince March 2020Madison and MIA, Head of Multi-Asset Solutions and Portfolio Manager, 2018 Present; Madison Funds and Ultra Series Fund, President, March 2020 - Present; Madison ETFs, President, June 2023 PresentSteve J. Fredricks1970Chief Compliance Officer and Assistant SecretarySince 2018Madison and MIA, Chief Legal Officer, March 2020 Present and Chief Compliance Officer, 2018 Present; Madison Funds and Ultra Series Fund, Chief Compliance Officer and Assistant Secretary, 2018 - Present; Madison ETFs, Compliance Officer and Assistant Secretary, June 2023 Present; Jackson National Asset Management, LLC, Senior Vice President and Chief Compliance Officer, 2005 2018Greg D. Hoppe1969Vice President;Chief Financial OfficerSince March 2020; Since 2019MIH and MIA, Vice President, 1999 - Present; Madison, Vice President, 2009 Present; Madison Funds and Ultra Series Fund, Chief Financial Officer, 2019 - Present; Madison ETFs, Chief Financial Officer and Treasurer, June 2023 Present29Name and Year of BirthPosition(s) Held with FundTerm of Office and Length of Time ServedPrincipal Occupation(s) During Past Five YearsKyle Schalow1995Assistant TreasurerSince July 2024Madison and MIA, Senior Accountant, 2022 - Present; Madison Funds, Ultra Series Fund and Madison ETFs Trust, Assistant Treasurer, July 2024 PresentBaker Tilly US LLP, Senior Accountant, 2018 2022Terri Wilhelm1968Secretary;Assistant SecretarySince July 2024; from 2022 - June 2024Madison and MIA, Senior Compliance Analyst, September 2022 Present; Madison Funds and Ultra Series Fund, Secretary, July 2024 - Present and Assistant Secretary 2022 June 2024; Madison ETFs, Secretary July 2024 - Present and Assistant Secretary, June 2023 July 2024;State of Wisconsin Investment Board, Senior Paralegal, 2017 2022Brandon Redwing1979Assistant Secretary andAnti-Money Laundering OfficerSince July 2024Madison and MIA, Mutual Fund Operations Manager, April 2024 - Present; Madison Funds, Ultra Series Fund and Madison ETFs Trust, Assistant Secretary and Anti-Money Laundering Officer, July 2024 Present. SS&C Technologies, Client Relationship Manager 2020 March 2024Current Board Committees, Leadership Structure and Risk Oversight Committees. The Current Board has determined that the efficient conduct of the trustees affairs makes it desirable to delegate responsibility for certain specific matters to committees of the Current Board. The committees meet as often as necessary, either in conjunction with regular meetings of the trustees or otherwise. The Current Board currently has two standing committees: the Audit Committee and the Nominating and Governance Committee.Audit Committee. The Current Board has an Audit Committee which is comprised of Richard E. Struthers (Chair), Steven P. Riege and Scott C. Jones. In addition to being independent trustees, as defined under the 1940 Act, each of these trustees also meets the additional independence requirements set forth in the NYSE Listed Company rules. The Audit Committee is charged with selecting an independent registered public accounting firm for the Fund and reviewing accounting matters with the Funds independent registered public accounting firm. The Audit Committee 30of the Current Board met four times during the last fiscal year. The Audit Committee presents the following report:The Audit Committee: (i) reviewed and discussed with management of the Fund the audited financial statements of the Fund for the fiscal year ended December 31, 2023; (ii) discussed with the Funds independent registered public accounting firm the matters required to be discussed under Public Company Accounting Oversight Board ("PCAOB") Auditing Standard No. 16, Communications with Audit Committee and all other communications required by other PCAOB Standards or Rules; and (iii) received the written disclosures and the letter from the Funds independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent accountants communications with the Audit Committee concerning the independence of the Funds independent registered public accounting firm. Based on these reviews and discussions, the Audit Committee recommended to the Current Board that the financial statements be included in the Funds Annual Report for the fiscal year ended December 31, 2023 and filed with the SEC.The Audit Committee is governed by a written charter, the most recent version of which was approved by the Current Board on May 23, 2024 (the Audit Committee Charter). In accordance with proxy rules promulgated by the SEC, the Funds Audit Committee Charter is required to be filed at least once every three years as an exhibit to the Funds proxy statement, and was last filed in 2022 as Attachment A to the Funds proxy statement. It is also available on the Funds website at www.madisonfunds.com. You may request a hard copy of the Audit Committee Charter to be mailed to you by calling the Fund toll-free at 1-800-767-0300.Nominating & Governance Committee. The Current Board has a Nominating & Governance Committee which is comprised of Steven P. Riege (Chair), Richard E. Struthers and Scott C. Jones. In addition to being independent trustees, as defined under the 1940 Act, each of these trustees also meets the additional independence requirements set forth in the NYSE Listed Company rules. The Nominating & Governance Committee of the Current Board met four times during the last fiscal year.The Nominating & Governance Committee is governed by a written charter, the most recent version of which was approved by the Current Board on February 22, 2024 (the Nominating & Governance Committee Charter). In accordance with proxy rules promulgated by the SEC, the Funds Nominating & Governance Committee Charter is required to be filed at least once every three years as an exhibit to the Funds proxy statement, and was last filed in 2022 as Attachment B to the Funds proxy statement. It is also available on the Funds website at www.madisonfunds.com. You may request a hard copy of the Nominating & Governance Committee Charter to be mailed to you by calling the Fund toll-free at 1-800-767-0300.As part of its duties, the Nominating & Governance Committee makes recommendations to the full Current Board with respect to candidates for the board. The Nominating & Governance Committee also will consider 31trustee candidates recommended by shareholders. In considering candidates submitted by shareholders, the Nominating & Governance Committee will take into consideration the needs of the board and the qualifications of the candidate. To have a candidate considered by the Nominating & Governance Committee, a shareholder must submit the recommendation in writing and must include the information required by the Procedures for Shareholders to Submit Nominee Candidates, which are set forth in Appendix A to the Nominating & Governance Committee Charter. The shareholder recommendation must be sent to the Funds Secretary, c/o Madison Asset Management, LLC, 550 Science Drive, Madison, Wisconsin 53711.Leadership Structure. The Current Board is relatively small and operates in a collegial atmosphere. Although no member is formally charged with acting as Chair, Mr. Ryan, the President of the Fund, acts as the Chairperson of board meetings. All Current Board members are expected to provide their input into establishing the boards meeting agenda. Likewise, each Current Board meeting contains a standing agenda item for any board member to raise new or additional items he or she believes is important in connection with Fund governance. The Current Board has charged Mr. Riege with acting as the lead independent trustee for purposes of communicating with Madison, the Funds Chief Compliance Officer, counsel to the independent trustees and Fund counsel on matters relating to the Current Board as a whole. The independent trustees often meet in executive session without representatives of Madison present (including meetings with counsel, the Chief Compliance Officer, and the Funds independent public accounting firm).Current Boards Role in Risk Oversight. Madison is responsible for the overall risk management of the Fund, which includes supervising its affiliated and third-party service providers and identifying and mitigating possible events that could adversely impact the Funds business, operations or performance. Risks to the Fund include investment, legal, compliance and regulatory risks, as well as the risk of operational failure or lack of business continuity. The Current Board oversees risk management of the Funds investment programs through the Audit Committee and through oversight by the Current Board itself. The Chief Compliance Officer of the Fund, who reports directly to the independent trustees, provides the Current Board with quarterly updates and a comprehensive annual report regarding the processes and controls in place to address regulatory, compliance, legal and operational risk. The Current Board exercises its oversight in conjunction with Madison, the Funds Chief Compliance Officer, Fund counsel and counsel to the independent trustees by requesting reports and presentations at regular intervals throughout the year. Additionally, the Audit Committee receives periodic reports from the Funds independent accountants. The Current Boards committee structure requires an independent trustee to serve as chair of the Nominating & Governance Committee and the Audit Committee. The Current Board receives regular written reports describing and analyzing the investment performance of the Fund. In addition, the portfolio managers of the Fund meet with the Current Board periodically to discuss portfolio performance and answer the Boards questions with respect to portfolio strategies and risks. The Current Board also receives regular written reports from the Funds Chief Financial Officer that enable the Board to monitor the number of fair valued securities in the Funds portfolio, the reasons for the fair valuation and the methodology used to arrive at the fair value. Such reports 32also include information concerning illiquid securities within the Funds portfolio. The Current Board and/or the Audit Committee may also review valuation procedures and pricing results with the Funds independent auditors in connection with the review of the results of the audit of the Funds year-end financial statements. The Current Board also receives regular compliance reports prepared by the compliance staff of Madison, and meets regularly with the Funds Chief Compliance Officer to discuss compliance issues, including compliance risks. As required under applicable rules, the independent trustees meet regularly in executive session with the Funds Chief Compliance Officer. The Current Board also adopts compliance policies and procedures for the Fund and approves such procedures as appropriate for certain of the Funds service providers. The compliance policies and procedures are specifically designed to detect and prevent violations of the federal securities laws.The Current Board recognizes that it is not possible to identify all of the risks that may affect the Fund or to develop processes and controls to eliminate or mitigate their occurrence or effects. The Current Board periodically reviews the effectiveness of its oversight of the Fund and the processes and controls in place to limit identified risks. The Current Board may, at any time and in its discretion, change the manner in which it conducts its risk oversight role.Given the small size of the Current Board, its committee structure, the openness of Current Board meetings to active input by all Current Board members, its utilization of executive sessions, the role of the lead independent trustee and the Current Boards quarterly focus on compliance and risk management, the Current Board has determined that its current leadership structure is appropriate for the protection of Fund investors.New Board Proposed Committees, Leadership Structure and Risk Oversight Committees. It is expected that the New Board will establish two standing committees, an Audit Committee and a Governance Committee. The committees are expected to meet as often as necessary, either in conjunction with regular meetings of the trustees or otherwise.Audit Committee. The Audit Committee will be generally responsible for reviewing and evaluating issues related to the accounting and financial reporting policies and internal controls of the Fund and, as appropriate, the internal controls of certain service providers, overseeing the quality and objectivity of the Funds financial statements and the audit thereof and acting as a liaison between the New Board and the Funds independent registered public accounting firm. It is expected that the Audit Committee will be composed entirely of independent trustees. The Audit Committee will be governed by a written Audit Committee Charter, which will be approved by the New Board at its first meeting. Once approved, a copy of the Audit Committee Charter will be available on the Funds website at www.xainvestments.com.Governance Committee. The Governance Committee will be responsible for recommending qualified candidates to the New Board in the event that a position is vacated or created. In considering trustee nominee candidates, the Governance Committee will take into account a wide variety of factors, including the overall diversity of the New Boards composition. It is expected that the Governance Committee will be composed entirely of 33independent trustees. It is anticipated that the Governance Committee will consider recommendations by shareholders if a vacancy were to exist. In considering candidates recommended to the Governance Committee by shareholders, the Governance Committee will take into consideration the needs of the New Board and the qualifications of the candidate. The Governance Committee may also take into consideration the number of shares held by the recommending shareholder and the length of time that such shares have been held. In order to be considered, following the Closing Date, such recommendations should be forwarded to the Secretary of the Fund, c/o XA Investments LLC, 321 North Clark Street, Suite 2430, Chicago, Illinois 60654. The Governance Committee will be governed by a written Governance Committee Charter, which will be approved by the New Board at its first meeting. Once approved, a copy of the Governance Committee Charter will be available on the Funds website at www.xainvestments.com.Leadership Structure. The primary responsibility of the New Board will be to represent the interests of the Fund and its shareholders, and to provide oversight of the management of the Fund. The New Board will be comprised of five trustees, four of whom (including the chairperson) are independent trustees and one of whom is an interested trustee. Generally, the New Board will act by majority vote of all the trustees, including a majority vote of the independent trustees if required by applicable law.It is proposed that Mr. Dingens will be appointed as the independent chairperson, who will preside at meetings of the New Board and who will be responsible for, among other things, setting the tone of New Board meetings and seeking to encourage open dialogue and independent inquiry among the New Trustees and management. The New Board will meet regularly four times each year to discuss and consider matters concerning the Fund, and also hold special meetings to address matters arising between regular meetings. Regular meetings generally will take place in-person; other meetings may take place in-person or by telephone. The New Board will establish two standing committees (as described above) and will delegate certain responsibilities to those committees, each of which will be comprised solely of independent trustees. The New Board and its committees will meet periodically throughout the year to oversee the Funds activities, review contractual arrangements with service providers, review the Funds financial statements, oversee compliance with regulatory requirements, and review performance. The independent trustees will be represented by independent legal counsel at board and committee meetings and will regularly meet outside the presence of Fund management. The New Board believes that this leadership structure, including an independent chairperson, a supermajority of independent trustees and committee membership limited to independent trustees, is appropriate in light of the characteristics and circumstances of the Fund.New Boards Role in Risk Oversight. The New Board will oversee risk directly and through the committee structure it intends to establish. As described above, the New Board expects to establish an Audit Committee and a Governance Committee to assist in its oversight functions, including its oversight of the risks of the Fund. Each committee will report its activities to the New Board on a regular basis. The New Board intends to adopt and periodically review policies, procedures and controls designed to address different types of risks, including, among others, investment risk, liquidity risk, operational risk, and valuation risk, as well as the overall business risk 34relating to the Fund. The New Board will also oversee the implementation of a variety of processes, procedures and controls by the Fund, XAI, Madison and other service providers to the Fund to address various risks. In addition, as part of the New Boards anticipated periodic review of the Funds service provider agreements, including agreements with XAI and Madison, the New Board may consider risk management aspects of the service providers operations and the functions for which they are responsible.The New Board will appoint a Chief Compliance Officer for the Fund, who will oversee the development of compliance policies and procedures of the Fund that are reasonably designed to minimize the risk of violations of the federal securities laws. The Chief Compliance Officer will report directly to the New Boards independent trustees, and will provide presentations to the New Board at its quarterly meetings and an annual report on the application of the compliance policies. The New Board will discuss relevant risks affecting the Fund with the Chief Compliance Officer at these meetings. The New Board will approve compliance policies and will review the Chief Compliance Officers reports. Further, the New Board will annually review the effectiveness of the compliance policies, as well as the appointment and compensation of the Chief Compliance Officer.The New Board will require officers of the Fund to report to the New Board on a variety of matters at regular and special meetings of the New Board and its committees, as applicable, including matters relating to risk management. The Audit Committee will also receive reports from the Funds independent registered public accounting firm on internal control and financial reporting matters. In addition, the New Board will receive reports from XAI and Madison on the investments and securities trading of the Fund. The New Board will also require XAI and Madison to report to the New Board on other matters relating to risk management on a regular and as-needed basis.Board CompensationThe following table sets forth the compensation paid to each member of the Current Board by the Fund for the Funds fiscal year ended December 31, 2023. In addition, all independent trustees are reimbursed for reasonable travel and out-of-pocket expenses incurred to attend meetings of the Current Board or its committees. The Funds interested trustees and officers receive no compensation from the Fund for performing the duties of their office. 35Trustee NameAggregate Compensationfrom FundTotal Compensation from Fund and Madison Fund Complex(1)Scott C. Jones$12,000$74,000Steven P. Riege(2)$13,000$123,000Richard E. Struthers$12,000$115,000(1) The term Madison Fund Complex refers to (i) the Madison Funds with 15 portfolios, (ii) the Ultra Series Fund with 14 portfolios, (iii) the Madison ETFs Trust with 4 active portfolios, and (iv) the Fund. (2) As lead independent trustee, Mr. Riege receives an additional $8,000 from the Madison Fund Complex, $1,000 of which is allocated to the Fund.Board Transactions with Fund AffiliatesAs of the date hereof, none of the independent trustees on the Current Board, the nominees for independent trustee on the New Board, nor their immediate family members owned beneficially or of record any securities of Madison, XAI, or any of their affiliates. In addition, during the past five years, neither the independent trustees on the Current Board, the nominees for independent trustee on the New Board, nor members of their immediate families, had a direct or indirect interest, the value of which exceeds $120,000, in Madison, XAI, or any of their affiliates. Likewise, since the beginning of the last two completed fiscal years of the Fund, neither the independent trustees on the Current Board, the nominees for independent trustee on the New Board, nor members of their immediate families had a direct or indirect interest in any transaction or series of transactions, the value of which exceeds $120,000 and to which any of the following persons was (or is to be) a party: (i) the Fund, (ii) any officer of the Fund, or (iii) Madison, XAI, or any of their affiliates. Consequences of Shareholders not approving the New BoardIf the New Board is not approved by shareholders, the Fund will abandon all three Proposals, and Madison will continue to serve as the investment adviser of the Fund and the Current Board will continue to oversee the Fund. Recommendation of the Board of TrusteesFor the reasons set forth above, the Current Board recommends that shareholders of the Fund vote FOR each New Trustee.36ADDITIONAL INFORMATIONInformation about the FundThe Fund is a closed-end management investment company organized as a Delaware statutory trust. Madison Asset Management, LLC is the investment adviser to the Fund. Madisons principal office is located at 550 Science Drive, Madison, Wisconsin 53711. In addition to investment management services, under the Existing Advisory Agreement, Madison is also responsible for managing the Funds administrative affairs under an Existing Services Agreement, and in this capacity, oversees State Street Bank and Fund Company (State Street), which currently serves as sub-administrator to the Fund. State Streets address is 801 Pennsylvania Avenue, Kansas City, Missouri 64105. The Funds current custodian is State Street, and its current transfer agent is Computershare, 150 Royall Street, Suite 101, Canton, MA 02021. The Fund does not place any brokerage transactions with any affiliates of Madison. XA Investments LLC is proposed to be the new investment adviser to the Fund as a result of the Transaction, with Madison serving as the subadviser to the Fund. XAIs principal office is located at 321 North Clark Street, Suite 2430, Chicago, Illinois 60654. Information about MadisonMadison Asset Management, LLC was founded in 1974, and is a direct, wholly-owned (100% owned) subsidiary of Madison Investment Holdings (MIH), the ultimate corporate parent of Madison. Both Madisons and MIH's principal office is located at 550 Science Drive, Madison, Wisconsin 53711. As of May 31, 2024, Madison and its affiliates managed approximately $25.7 billion in assets, including open-end mutual funds, separately managed accounts and wrap accounts. Exhibit B contains information with respect to other funds managed by Madison which have a similar investment objective as the Fund. The mailing address of principal officers and directors of MIH is 550 Science Drive, Madison, Wisconsin 53711. Information regarding the principal executive officers and directors of Madison is as follows: NameTitle/Principal OccupationSteven CarlChairman of the Board and Board Member of MIH; (Principal Executive Officer; Chief Distribution Officer)Paul LefurgeyBoard Member of MIH(Retired)Frank BurgessBoard Member of MIH(Retired)Richard EisingerBoard Member of MIH(Head of Equities, Portfolio Manager)Information about XAIXA Investments LLC was founded in 2016 by XMS Capital Partners. XAIs principal office is located at 321 North Clark Street, Suite 2430, Chicago, Illinois 60654. As of May 31, 2024, XAI and its affiliates managed $681 million in assets, including two closed-end funds. XAI also provides investment fund restructuring and consulting services focused on closed-end 37funds. Exhibit B contains information with respect to other funds managed by XAI which have a similar investment objective as the Fund. Information regarding the principal executive officers and directors of XAI is as follows:NameTitleJohn Yogi SpenceCo-Chief Executive OfficerTheodore F. BrombachCo-Chief Executive OfficerKimberly Ann FlynnPresidentBenjamin D. McCullochGeneral Counsel & Managing DirectorKevin B. DavisManaging Director & Head of SalesInformation about Independent Registered Public Accounting FirmFor the fiscal years ended December 31, 2022 and December 31, 2023, and the current fiscal year ending December 31, 2024, Deloitte & Touche LLP (D&T) has been selected as the Funds independent registered public accounting firm by the Audit Committee of the Fund to audit the accounts of the Fund. The Fund does not know of any direct or indirect financial interest of D&T in the Fund. Representatives of D&T will not be in attendance at the Meeting.Audit Fees. The aggregate fees billed to the Fund by D&T for professional services rendered for the audit of the Funds annual financial statements for the Funds fiscal years ended December 31, 2022 and December 31, 2023 were approximately $23,950 and $24,450, respectively.Audit-Related Fees. The aggregate fees billed by D&T and approved by the Audit Committee of the Fund for the Funds fiscal years ended December 31, 2022 and December 31, 2023 for assurance and related services reasonably related to the performance of the audit of the Funds annual financial statements were $0 and $0, respectively. D&T did not perform any other assurance and related services that were required to be approved by the Funds Audit Committee for such periods.Tax Fees. The aggregate fees billed by D&T and approved by the Audit Committee of the Fund for the Funds fiscal years ended December 31, 2022 and December 31, 2023 for professional services rendered for tax compliance, tax advice, and tax planning were approximately $4,652 and $4,799, respectively (such fees relate to tax services provided by D&T in connection with the review of the Funds tax returns). D&T did not perform any other tax compliance or tax planning services or render any tax advice that was required to be approved by the Funds Audit Committee for such periods.All Other Fees. Other than those services described above, D&T did not perform any other services on behalf of the Fund for the Funds fiscal years ended December 31, 2022 and December 31, 2023.Audit Committees Pre-Approval Policies and Procedures. As noted above, the Audit Committee is governed by the Audit Committee Charter, which includes Pre-Approval Policies and Procedures. The Audit Committee of the Fund has (i) pre-approved all audit and non-audit services provided by D&T to the Fund, and (ii) all non-audit services provided by D&T to Madison, or any entity controlling, controlled by, or under common control with Madison that provides ongoing services to the Fund which are related to the operations of the Fund (of which there were none), for the fiscal years ended December 3831, 2022 and December 31, 2023. None of the services described above for the Funds fiscal years ended December 31, 2022 and December 31, 2023 were approved by the Audit Committee pursuant to the pre-approval exception under Rule 2-01(c)(7)(i)(c) of Regulation S-X promulgated by the SEC.Voting InformationGeneral; Record Date. The record holders of the outstanding shares of the Fund as of the close of business on July 22, 2024 (the Record Date) are entitled to vote at the Meeting and any adjournment or postponement thereof. Each shareholder is entitled to one vote per share and a fractional vote with respect to fractional shares. Whether you expect to be personally present at the Meeting or not, we encourage you to vote by proxy. You can do this by phone or the Internet or by completing, dating, signing, and returning the accompanying proxy card using the enclosed postage prepaid envelope. By voting by proxy, your shares will be voted as you instruct. If no choice is indicated, your shares will be voted FOR each Proposal, and in the discretion of the persons named as proxies on such other matters that properly may come before the Meeting.Any shareholder giving a proxy may revoke it at any time before it is exercised at the Meeting by submitting to the Secretary of the Fund a written notice of revocation or a subsequently signed proxy card (i.e., a later-dated proxy), or by attending the Meeting and voting in person. A prior proxy can also be revoked by proxy voting again through the website or toll-free number noted on the enclosed proxy card. Proxy cards and written notices of revocation must be received by the Fund prior to the Meeting. If not so revoked, the shares represented by the proxy will be voted at the Meeting and any postponements or adjournments of the Meeting. Attendance by a shareholder at the Meeting does not by itself revoke a proxy.As of the Record Date, the Fund had 21,087,537 shares issued and outstanding.Solicitation of Proxies and Related Costs. The solicitation of proxies will occur principally by mail. In addition to solicitation by mail, certain officers and representatives of the Fund and officers and employees of Madison (who will receive no extra compensation for their services) and representatives of the Funds proxy solicitor, Computershare, may solicit proxies by telephone, the Internet, facsimile, letter, or other electronic means. If instructions are recorded by telephone, the person soliciting the proxies will use procedures designed to authenticate shareholders identities to allow shareholders to authorize the voting of their shares in accordance with their instructions, and to confirm that a shareholders instructions have been properly recorded.The expenses incurred in connection with preparing the Proxy Statement and its enclosures and all related legal and proxy solicitation expenses will be paid by Madison and/or XAI. These expenses are estimated to be approximately $250,000.Quorum. In order for a vote on any Proposal to be taken at the Meeting, there must exist a quorum of shareholders of the Fund eligible to vote on such Proposal. To have a quorum, the holders of a majority of the shares entitled to vote on each Proposal must be present in person or by proxy at the Meeting. 39For this purpose, whether a quorum exists is determined on a Proposal-by-Proposal basis.Abstentions and Broker Non-Votes. For purposes of determining the presence of a quorum for each Proposal, abstentions and broker non-votes are treated as present. Broker non-votes occur when a nominee holding shares for a beneficial owner does not vote on a Proposal because the nominee does not have discretionary voting powers with respect to that Proposal and has not received instructions from the beneficial owner. Abstentions and broker non-votes have the effect of a vote against Proposals 1 and 2, while abstentions and broker non-votes have no effect on the outcome of Proposal 3. Adjournment. It may become necessary from time to time to adjourn the Meeting in order to allow more time to solicit additional proxies, as necessary, if there are insufficient votes at the time of the Meeting to constitute a quorum or to approve any Proposal. Under the Funds governing documents, any meeting of shareholders, whether or not a quorum is present, may be adjourned from time to time by: (i) the vote of the majority of the shares represented at that meeting, either in person or by proxy; or (ii) in his or her discretion by the chairperson of the meeting. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting. Accordingly, if a quorum is not present at the Meeting with respect to any Proposal, it is expected that the holders of proxies will vote to authorize the adjournment of the Meeting with respect to such Proposal(s) in order to solicit additional proxies. Even if a quorum is present at the Meeting with respect to some or all Proposals, but there are insufficient votes to approve a Proposal, it is also expected that the holders of proxies will vote to authorize the adjournment of the Meeting to solicit additional proxies with respect to such Proposal(s). If the Meeting is adjourned, the adjourned meeting must be held not later than 180 days after the Record Date and may be held without further notice, other than an announcement at the Meeting in accordance with the Funds governing documents and as permitted under Delaware law. Votes Required to Pass the ProposalsProposal 1. In order for the New Advisory Agreement to be approved, it must be approved by the holders of a majority of the outstanding voting securities of the Fund. The term majority of the outstanding voting securities (as defined in the 1940 Act and used in this Proxy Statement) means: the affirmative vote of the lesser of (i) 67% or more of the voting securities of the Fund present at the Meeting if more than 50% of the outstanding voting securities of the Fund are present in person or by proxy, or (ii) more than 50% of the outstanding voting securities of the Fund. Proposal 2. In order for the New Subadvisory Agreement to be approved, it must be approved by the holders of a majority of the outstanding voting securities of the Fund, using the same definition of this term described above regarding Proposal 1. Proposal 3. In order for the New Trustees to be elected, the entire slate of nominees must be approved by the affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote at the Meeting. Votes withheld will have the same effect as a vote against the Proposal.Please note that if you sign, date, and return the proxy card, but do not specify a vote on each Proposal, your shares will be voted in favor of each Proposal, and in the discretion of the proxies named therein with respect to any other 40business that may properly come before the Meeting or any postponements or adjournments thereof. IMPORTANT: Each Proposal must be approved in order for the Fund to move forward with any of the Proposals. If shareholders do not approve one of the Proposals, the Fund will abandon all three Proposals, and Madison will continue to serve as the investment adviser of the Fund and the Current Board will continue to oversee the Fund. No Dissenters RightsShareholders have no rights under applicable law or the Funds Declaration of Trust or Bylaws to exercise dissenters rights of appraisal with respect to any Proposal.Summary of Certain Aspects of Delaware Control Share Acquisition StatuteThe Fund is subject to the control share acquisition statute (the Control Share Statute) contained in Subchapter III of the Delaware Statutory Trust Act (the DSTA), which became automatically applicable to listed closed-end funds, such as the Fund.The Control Share Statute provides for a series of voting power thresholds above which shares are considered control beneficial interests (referred to here as control shares). Once a threshold is reached, an acquirer has no voting rights under the DSTA with respect to shares acquired in excess of that threshold (i.e., the control shares) unless approved by shareholders of the Fund or exempted by the Board. The Control Share Statute provides procedures for an acquirer to request a shareholder meeting for the purpose of considering whether voting rights shall be accorded to control shares.The foregoing is only a summary of certain aspects of the Control Share Statute. Some uncertainty around the application under the 1940 Act of state control share statutes exists as a result of recent federal and state court decisions that have found that certain control share acquisition provisions violate the 1940 Act.Security Ownership of Management, Trustees and Principal ShareholdersAs of the Record Date, to the best of the knowledge of the Fund, no trustee or officer of the Fund beneficially owned 1% or more of the outstanding shares of the Fund, and the trustees and the officers of the Fund, as a group, beneficially owned less than 1% of the outstanding shares of the Fund. The Current Board is not aware of any arrangements, the operation of which may result in a change in control of the Fund. The following table shows the dollar range of the Funds equity securities that are beneficially owned* by each member of the Current Board and the existing officers as of the Record Date. As of the same date, the nominees for New Trustee did not hold any equity securities of the Fund. * Beneficial Ownership is determined in accordance with Section 16a-1(a)(2) of the Exchange Act.41Trustee/Officer NameDollar Range of Beneficially-Owned Securities of the FundAggregate Dollar Range of Beneficially-Owned Securities of the Madison Fund Complex(1)Scott C. JonesNoneOver $100,000Steven P. RiegeNone$10,001 - $50,000Richard E. StruthersNone$10,001 - $50,000Jill M. Friedow$0 - $10,000$50,001 - $100,000Patrick F. RyanNoneOver $100,000Steve J. FredricksNone$50,001 - $100,000Greg D. HoppeNoneOver $100,000Brandon RedwingNone$1 - $10,000Kyle SchalowNoneNoneTerri WilhelmNoneNone(1) The term Madison Fund Complex refers to (i) the Madison Funds with 15 portfolios, (ii) the Ultra Series Fund with 14 portfolios, (iii) the Madison ETFs Trust with 4 active portfolios, and (iv) the Fund.As of the Record Date, to the knowledge of the Fund, no person owned of record or owned beneficially more than 5% of the voting securities of the Fund.Section 16 Beneficial Ownership Reporting ComplianceSection 16(a) of the Exchange Act and Section 30(h) of the 1940 Act require the Funds executive officers and trustees, certain officers of the Funds investment adviser, affiliated persons of the investment adviser, and persons who beneficially own more than 10% of the Funds shares to file certain reports of ownership (Section 16 filings) with the SEC and the NYSE. Based upon the Funds review of the copies of such forms effecting the Section 16 filings received by it, the Fund believes that for Funds fiscal year ended December 31, 2023, all filings applicable to such persons were completed and filed in a timely manner.HouseholdingThe SEC has adopted rules that permit investment companies, such as the Fund, to satisfy delivery requirements for proxy statements with respect to two or more shareholders sharing the same address by delivering a single proxy statement addressed to those shareholders. This process, which is commonly referred to as householding, could result in extra convenience and cost savings for the Fund and its shareholders.If possible, depending on shareholder registration and address information, and unless you have otherwise opted out, only one copy of this Proxy Statement will be sent to shareholders at the same address. However, each shareholder will receive separate proxy cards. If you currently receive multiple copies of proxy statements or shareholder reports and would like to request to receive a single copy of documents in the future, please contact your financial services firm.42Shareholder Proposals for Subsequent MeetingsShareholder proposals intended for inclusion in the Funds proxy statement in connection with the Funds 2025 Annual Meeting of Shareholders pursuant to Rule 14a-8 under the Exchange Act, must be received by the Fund at its principal executive offices by February 12, 2025. In order for the proposals made outside of Rule 14a-8 under the Exchange Act to be considered timely within the meaning of Rule 14a-4(c) under the Exchange Act, such proposals much be received by the Fund at its principal executives offices not later than the close of business on May 3, 2025, nor earlier than the close of business on April 3, 2025. The timely submission of a proposal does not guarantee its inclusion. Whether a proposal is included in a proxy statement will be determined in accordance with applicable federal and state laws, as well as the Funds governing documents.Other Matters to Come Before the MeetingNo business other than the Proposals described in this Proxy Statement are expected to come before the Meeting, but should any other matter requiring a vote of shareholders arise, the persons named as proxies will vote thereon in their discretion according to their best judgment in the interests of the Fund and its shareholders.Dated: August 7, 2024PLEASE COMPLETE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED ENVELOPE. YOU MAY ALSO VOTE BY INTERNET OR TELEPHONE IN ACCORDANCE WITH THE INSTRUCTIONS SET FORTH ON THE ENCLOSED PROXY CARD.43EXHIBIT ANEW INVESTMENT ADVISORY AGREEMENTINVESTMENT ADVISORY AGREEMENTINVESTMENT ADVISORY AGREEMENT (the Agreement), dated as of [ ], 2024 between Madison Covered Call and Equity Strategy Fund, a Delaware statutory trust (the Trust), and XA Investments LLC, a Delaware limited liability company (the Adviser).WHEREAS, the Adviser has agreed to furnish investment management and advisory services to the Trust, a closed-end management investment company registered under the Investment Company Act of 1940, as amended (the 1940 Act);WHEREAS, the Adviser is a registered investment adviser under the Investment Advisers Act of 1940, as amended (the Advisers Act); WHEREAS, this Agreement has been approved in accordance with the provisions of the 1940 Act, and the Adviser is willing to furnish such services upon the terms and conditions herein set forth; andNOW, THEREFORE, in consideration of the mutual premises and covenants herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged, it is agreed by and between the parties hereto as follows:1. Appointment(a) The Trust hereby appoints the Adviser to act as the investment adviser to the Trust and to furnish the management and investment advisory services described herein, for the period and upon the terms herein set forth.(b) The Adviser hereby agrees, all as more fully set forth herein, to act as investment adviser to the Trust with respect to the investment of the Trusts assets and to supervise and arrange for the day-to-day operations of the Trust and the purchase of securities for and the sale of securities held in the investment portfolio of the Trust.(c) The Adviser for all purposes in this Agreement will be deemed to be an independent contractor and, unless otherwise expressly provided or authorized in this Agreement, will have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. 2. Duties and Obligations of the Adviser with Respect to Investment of Assets of the Trust. (a) Subject to the direction and control of the Trusts Board of Trustees, the Adviser shall:(i) act as investment adviser for and supervise and manage the investment and reinvestment of the Trusts assets and, in connection therewith, have complete discretion in purchasing and selling securities and other assets for the Trust and in voting, exercising consents and exercising all other rights appertaining to such securities and other A-1assets on behalf of the Trust; (ii) supervise the investment program of the Trust and the composition of its investment portfolio; and (iii) arrange, subject to the provisions of Section 5 hereof, for the purchase and sale of securities and other assets held in the investment portfolio of the Trust. (b) In performing its duties under this Section 2, the Adviser may delegate some or all of its duties and obligations under this Agreement to one or more investment sub-advisers; provided, however, that any such delegation shall be pursuant to an agreement with terms agreed upon by the Trust and approved in a manner consistent with the 1940 Act and provided, further, that no such delegation shall relieve the Adviser from its duties and obligations of management and supervision of the management of the Trusts assets pursuant to this Agreement and to applicable law.(c) The Adviser shall maintain business continuity, cybersecurity, disaster recovery and backup capabilities and facilities in keeping with industry standards and Securities and Exchange Commission (SEC) requirements through which the Adviser will be able to perform its obligations hereunder with minimal disruptions or delay. (d) To the extent prohibited by Regulation S-P, the Adviser and its affiliates will not disclose any non-public personal information, as defined in Regulation S-P, received from the Trust regarding any shareholder unless in accordance with an exception under Regulation S-P, or as otherwise may be permitted by law. The Adviser represents and warrants that, in accordance with applicable state privacy laws and Regulation S-P, it has implemented safeguards by adopting policies and procedures reasonably designed to: (i) insure the security and confidentiality of records and non-public personal information of shareholders; (ii) protect against any anticipated threats or hazards to the security or integrity of shareholder records and non-public personal information; and (iii) protect against unauthorized access to or use of such shareholder records or non-public personal information that could result in substantial harm or inconvenience to any shareholder. The Adviser shall treat confidentially all records of the Trust and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where the Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or (ii) when so requested by the Trust.(e) The Adviser acknowledges that, in compliance with the Bank Secrecy Act, as amended, the USA PATRIOT Act, and any implementing regulations thereunder (together, the AML Laws), the Trust has adopted anti-money laundering policies and procedures (the AML Policies). The Adviser agrees to comply with the Trusts AML Policies and the AML Laws, as the same may apply to the Adviser, now and in the future, and understands and agrees that the Trust may disclose information regarding the Adviser to governmental and/or regulatory or self-regulatory authorities to the extent required by applicable law or regulation and may file reports with such authorities as may be required by such law or regulation.A-2(f) The Adviser shall provide such information as may reasonably be requested by the Board under Section 15(c) of the 1940 Act in connection with its annual consideration of this Agreement.3. Duties and Obligations of the Adviser with Respect to the Management of the TrustThe Adviser shall perform the management services necessary for the operation of the Trust, including providing the Trust necessary personnel and such other services as the Adviser, subject to review by the Board of Trustees, from time to time shall determine to be necessary or useful to perform its obligations under this Agreement. The Adviser, also on behalf of the Trust, shall conduct relations with administrators, custodians, depositories, transfer agents, pricing agents, investor support service providers, investor relations providers, dividend disbursing agents, other shareholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable.4. Covenants(a) In the performance of its duties under this Agreement, the Adviser shall at all times conform to, and act in accordance with, any requirements imposed by:(i) the provisions of the 1940 Act and the Advisers Act and all applicable Rules and Regulations of the SEC; (ii) any other applicable provision of law; (iii) the provisions of this Agreement and Declaration of Trust and By-Laws of the Trust, as such documents are amended from time to time; (iv) the investment objective, policies and restrictions of the Trust as set forth in its Registration Statement on Form N-2; and (v) any policies and determinations of the Board of Trustees of the Trust.(b) The Adviser will maintain a written code of ethics (the Code of Ethics) pursuant to Rule 17j-1 under the 1940 Act, a copy of which will be provided to the Trust, and will institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Adviser will follow such Code of Ethics in performing its services under this Agreement.(c) The Adviser will maintain compliance policies and procedures adopted pursuant to Rule 206(4)-7 under the Advisers Act and Rule 38a-1 under the 1940 Act, a copy of which will be provided to the Trust, and follow such compliance policies and procedures in performing its services under this Agreement; and(d) The Adviser will cooperate with the chief compliance officer of the Trust in connection with the implementation and operation of the Trusts compliance policies and procedures adopted pursuant to Rule 38a-1 under the 1940 Act, and will prepare necessary reports and provide the Trusts chief compliance officer with access to information reasonably necessary for the Trust to comply with Rule 38a-1.A-35. Portfolio Transactions(a) In the performance of its duties under this Agreement, the Adviser will place orders either directly with the issuer or with any broker or dealer. Subject to the other provisions of this paragraph, in placing orders with brokers and dealers, the Adviser will attempt to obtain the best price and the most favorable execution of its orders, and all such brokerage placement shall be made in compliance with Section 28(e) of the Securities Exchange Act of 1934, as amended. In placing orders, the Adviser will consider the experience and skill of the firms securities traders as well as the firms financial responsibility and administrative efficiency. Consistent with this obligation, the Adviser may select brokers on the basis of the research, statistical and pricing services they provide to the Trust and other clients of the Adviser. Information and research received from such brokers will be in addition to, and not in lieu of, the services required to be performed by the Adviser hereunder. A commission paid to such brokers may be higher than that which another qualified broker would have charged for effecting the same transaction, provided that the Adviser determines in good faith that such commission is reasonable in terms either of the transaction or the overall responsibility of the Adviser to the Trust and its other clients and that the total commissions paid by the Trust will be reasonable in relation to the benefits to the Trust over the long-term. In no instance, however, will the Trusts securities be purchased from or sold to the Adviser, or any affiliated person thereof, except to the extent permitted by the SEC or by applicable law.(b) At the request of the Board of Trustees of the Trust, the Adviser will identify and provide a written description to the Board of Trustees of soft dollar arrangements that the Adviser maintains with respect to the Trust or with brokers or dealers that execute transactions for the Trust, and of research and other services provided to the Adviser by a broker or dealer (whether prepared by such broker or dealer or by a third party) as a result, in whole or in part, of the direction of Trust transactions to the broker or dealer. (c) From time to time, the Adviser or brokers or dealers affiliated with it may find themselves in a position to buy for certain of their clients (each an Account) securities which the Advisers investment advisory clients wish to sell, and to sell for certain of their clients securities which other advisory clients wish to buy. Where one of the parties is an advisory client, the Adviser or the affiliated broker or dealer cannot participate in this type of transaction (known as a cross transaction) on behalf of an advisory client and retain commissions from one or both parties to the transaction without the advisory clients consent. This is because in a situation where the Adviser is making the investment decision (as opposed to a brokerage client who makes his own investment decisions), and the Adviser or an affiliate is receiving commissions from both sides of the transaction, there is a potential conflicting division of loyalties and responsibilities on the Advisers part regarding the advisory client. The SEC has adopted a rule under the Advisers Act that permits the Adviser or its affiliates to participate on behalf of an Account in agency cross transactions if the advisory client has given written consent in advance. By execution of this Agreement, the Trust authorizes the Adviser or its affiliates to participate in agency cross transactions involving an Account. The Trust may revoke its consent at any time by written notice to the Adviser.A-46. ConfidentialityEach of the Trust and the Adviser acknowledge and agree that pursuant to this Agreement, either party may have access to the other partys confidential and proprietary information and materials concerning or pertaining to the others business. Each party will receive and hold such information in the strictest confidence, and acknowledge, represent, and warrant that it will use its best efforts to protect the confidentiality of this information. Each party agrees that, without the prior written consent of the other party, which approval shall not be unreasonably withheld, they will not use, copy, or divulge to third parties or otherwise use, except in accordance with the terms of this Agreement, any information obtained from or through the other party in connection with this Agreement; provided, however, this covenant shall not apply to information (i) which is in the public domain now or when it becomes in the public domain in the future, other than by reason of a breach of this Agreement, (ii) which has come to either party from a lawful source not bound to maintain the confidentiality of such information, other than from the other party or an affiliate or representative of that party, (iii) disclosures which are required by law, regulatory authority, regulation or legal process or are made to any regulatory agency in the normal course of an examination, audit or investigation involving such party, or (iv) disclosure as reasonably necessary in the course of business to third parties subject to a duty to maintain the confidentiality of the information.7. Services Not Exclusive(a) Nothing in this Agreement shall prevent the Adviser or any officer, employee or other affiliate thereof from acting as investment adviser for any other person, firm or corporation, or from engaging in any other lawful activity, and shall not in any way limit or restrict the Adviser or any of its officers, employees or agents from buying, selling or trading any securities for its or their own accounts or for the accounts of others for whom it or they may be acting; provided, however, that the Adviser will undertake no activities which, in its judgment, will adversely affect the performance of its obligations under this Agreement.(b) The Adviser may manage other investment accounts and funds, including those with investment objectives similar to the Trust. Securities considered as investments for the Trust may also be appropriate for other investment accounts and funds that may be managed by the Adviser. Subject to applicable laws and regulations, the Adviser will attempt to allocate equitably portfolio transactions among the portfolios of its other investment accounts and funds purchasing securities whenever decisions are made to purchase or sell securities by the Trust and one or more of such other accounts or funds simultaneously. In making such allocations, the main factors to be considered by the Adviser will be the respective investment objectives of the Trust and such other accounts and funds, the relative size of portfolio holdings of the same or comparable securities, the availability of cash for investment by the Trust and such other accounts and funds, the size of investment commitments generally held by the Trust and such accounts and funds, and the opinions of the persons responsible for recommending investments to the Trust and such other accounts and funds. 8. Books and Records(a) The Adviser undertakes and agrees to maintain or cause others to maintain, in the form and for the period required by Rule 31a-2 A-5under the 1940 Act, all records relating to the Trusts investments that are required to be maintained by the Trust pursuant to the 1940 Act with respect to the Advisers responsibilities under this Agreement for the Trust, and which are not otherwise maintained by the administrator, fund accounting agent, custodian or other service providers to the Trust.(b) In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Adviser hereby agrees that all records which it maintains for the Trust are the property of the Trust and further agrees to surrender promptly to the Trust any such records upon the Trusts request. 9. CustodyNothing in this Agreement will require the Adviser to take or receive physical possession of cash, securities, or other investments of the Trust. 10. Expenses(a) During the term of this Agreement, the Adviser will bear all costs and expenses of its employees and any overhead incurred in connection with its duties hereunder, except as provided pursuant to paragraph (c) of this Section 10, and shall bear the costs of any salaries or trustees fees of any officers or trustees of the Trust who are affiliated persons (as defined in the 1940 Act) of the Adviser.(b) The Trust will bear all other costs, fees and expenses of its operations and transactions, including those relating to: (1) organization; (2) calculation of the Trusts net asset value (including the cost and expenses of any independent valuation firm, agent or other provider); (3) expenses payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for the Trust and in monitoring the Trusts investments; (4) interest payable on indebtedness and dividends and distributions on preferred shares, as applicable, if any, incurred to finance the Trusts investments; (5) offerings of the Trusts common shares and other securities (including, all fees, costs and expenses related thereto); (6) fees payable to third parties, including agents, legal counsel, consultants or other advisors, relating to, or associated with, evaluating and making investments; (7) administrator, transfer agent and custodian fees; (8) federal and state registration fees; (9) all costs of registration and listing the Trusts shares on any securities exchange; (10) federal, state and local taxes; (11) independent trustees fees and expenses; (12) costs of preparing and filing reports or other documents required by governmental bodies (including the SEC), including printing costs; (13) costs of any reports, proxy statements or other notices to shareholders, including printing costs; (14) insurance premiums for fidelity bond and other insurance coverage, including the Trusts allocable portion of the fidelity bond, trustees and officers errors and omissions liability insurance, including independent trustees liability insurance, and any other insurance premium; (15) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; (16) brokerage commissions, assignment fees and other costs in connection with the purchase, holding or sale of securities and other investment instruments (including, without limitation, security settlement costs); (17) expenses incidental to holding meetings of the Trusts shareholders, including proxy solicitations therefor; provided, however, that the Trust will not bear such expenses with respect to any meeting of the Trusts shareholders held for the purpose of seeking shareholder approval of a new investment advisory agreement in connection A-6with a change of control of the Adviser; (18) unusual, non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust is a party and legal obligations that the Trust may have to indemnify the Trusts directors, officers and/or employees or agents with respect to these actions, suits or proceedings; and (19) all other expenses incurred by the Trust in connection with administering the Trusts business.(c) The Trust may, if and to the extent approved by the Board of Trustees, including a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, from time to time reimburse the Adviser for certain costs and expenses incurred by the Adviser in connection with the management of the Trusts assets, which may include the Trusts allocable share of portfolio management and trading software costs, research expenses (including modeling and analytic software costs), diligence expenses and out-of-pocket travel costs incurred in connection with the management of the Trusts assets. For the avoidance of doubt, in no event shall expenses associated with the general overhead of the Adviser be reimbursed by the Trust.11. Compensation of the Adviser(a) The Trust agrees to pay to the Adviser and the Adviser agrees to accept as full compensation for all services rendered by the Adviser as such, a monthly fee in arrears at an annual rate equal to 0.80% of the Trusts average daily value of the Trusts Managed Assets. For any period less than a month during which this Agreement is in effect, the fee shall be prorated according to the proportion which such period bears to a full month of 28, 29, 30 or 31 days, as the case may be. (b) Managed Assets means the total assets of the Trust, including the assets attributable to the proceeds from financial leverage (including through the issuance of preferred shares or the issuance of senior securities representing indebtedness), minus liabilities, other than liabilities related to any financial leverage. (c) For purposes of this Agreement, the total assets of the Trust shall be calculated pursuant to the procedures adopted by resolutions of the Trustees of the Trust for calculating the value of the Trusts assets.(d) The Adviser may elect from time to time, in its sole discretion, to waive its right to reimbursement or its receipt of the advisory fee.12. Representations and Warranties(a) The Trust represents and covenants to the Adviser as follows:(i) The Trust is duly organized and validly existing under the laws of the State of Delaware with the power to own and possess its assets.(ii) The execution, delivery and performance by the Trust of this Agreement are within the Trusts powers and have been duly authorized by all necessary actions of the Board of Trustees, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or A-7regulation, (ii) the Trusts governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instruments binding upon the Trust.(iii) The Trust is, or will be prior to commencing operations, registered as a closed-end management investment company under the 1940 Act and the Trusts shares are, or will be prior to commencing operations, registered under the Securities Act of 1933, as amended, and under any applicable state securities laws, or exempt from such registration.(b) The Adviser represents and covenants to the Trust as follows:(i) The Adviser is duly organized and validly existing under the laws of the State of Delaware.(ii) The execution, delivery and performance by the Adviser of this Agreement are within the Advisers powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance of this Agreement by the parties to this Agreement, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Advisers governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instruments binding upon the Adviser.(iii) The Adviser is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement.13. Limitation on LiabilityThe Adviser will not be liable for any error of judgment or mistake of law or for any loss suffered by Adviser or by the Trust in connection with the performance of this Agreement, except a loss resulting from a breach of a fiduciary duty with respect to the receipt of compensation for services or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder).14. IndemnificationThe Trust shall indemnify, defend and protect the Adviser, its members and their respective officers, managers, partners, agents, employees, controlling persons, members and any other person affiliated with any of them (collectively, the Indemnified Parties) (each of whom shall be deemed a third party beneficiary hereof) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, A-8investigation or other proceeding (including an action or suit by or in the right of the Trust or its security holders) arising out of or otherwise based upon the performance of any of the Advisers duties or obligations under this Agreement or otherwise as an investment adviser of the Trust. Notwithstanding the foregoing provisions of this Section 12 to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Trust or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of any Indemnified Partys duties or by reason of the reckless disregard of the Advisers duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder).15. Duration and Termination(a) This Agreement shall become effective as of the date hereof and, unless sooner terminated with respect to the Trust as provided herein, shall continue in effect for a period of two years. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Trust for successive periods of 12 months, provided such continuance is specifically approved at least annually by both:(i) the vote of a majority of the Trusts Board of Trustees or the vote of a majority of the outstanding voting securities of the Trust at the time outstanding and entitled to vote, and (ii) the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. (b) Notwithstanding the foregoing, this Agreement may be terminated by the Trust at any time, without the payment of any penalty, upon giving the Adviser 60 days notice (which notice may be waived by the Adviser), provided that such termination by the Trust shall be directed or approved by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Trust at the time outstanding and entitled to vote, or by the Adviser on 60 days written notice to the Trust (which notice may be waived by the Trust). (c) This Agreement will immediately terminate in the event of its assignment. (d) As used in this Agreement, the terms majority of the outstanding voting securities, interested person and assignment shall have the same meanings of such terms in the 1940 Act.(e) The terms of Sections 6, 8, 13 and 14, 18, 19 and 20 of this Agreement shall survive the termination of this Agreement.16. NoticesAny notice under this Agreement shall be in writing to the other party at such address as the other party may designate from time to time for the receipt of such notice and shall be deemed to be received on the earlier of the date actually received or on the fourth day after the postmark if such notice is A-9mailed first class postage prepaid.17. Amendment of this AgreementNo provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. Any amendment of this Agreement shall be subject to the 1940 Act.18. Governing LawThis Agreement shall be governed by and construed in accordance with the laws of the State of Delaware for contracts to be performed entirely therein without reference to choice of law principles thereof and in accordance with the applicable provisions of the 1940 Act.19. Use of the NameThe Adviser has consented to the use by the Trust of the name or identifying word XA, XAI or XA Investments in the name of the Trust. Such consent is conditioned upon the employment of the Adviser as the investment adviser to the Trust. The name or identifying word XA, XAI or XA Investments may be used from time to time in other connections and for other purposes by the Adviser and any of its affiliates. The Adviser may require the Trust to cease using XA, XAI or XA Investments in the name of the Trust, if the Trust ceases to employ, for any reason, the Adviser, any successor thereto or any affiliate thereof as investment adviser of the Trust. If so required by the Adviser, the Trust will cease using XA, XAI or XA Investments in its name as promptly as practicable and make all reasonable efforts to remove XA, XAI or XA Investments from its name.20. Miscellaneous(a) The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.(b) If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. (c) Nothing contained in this Agreement will be deemed to require the Trust to take any action contrary to the Trusts Amended and Restated Agreement and Declaration of Trust or By-laws, as they may be amended and/or restated from time to time, or any applicable statute or regulation, or to relieve or deprive the Board of Trustees of its responsibility for and control of the conduct of the affairs of the Trust. (d) This Agreement shall be binding on, and shall inure to the benefit of the parties hereto and their respective successors.(e) This Agreement may be executed in counterparts by the parties hereto, each of which shall constitute an original counterpart, and all of which, together, shall constitute one Agreement. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.A-10(f) This Agreement constitutes the entire understanding and agreement, and supersedes any and all other proposals, understandings, and agreements among the parties with respect to the subject matter hereof.IN WITNESS WHEREOF, the parties hereto have caused the foregoing instrument to be executed by their duly authorized officers, all as of the day and the year first above written.MADISON COVERED CALL & EQUITY STRATEGY FUNDBy: Name: Title: XA INVESTMENTS LLCBy: Name: Title: A-11EXHIBIT BNEW SUBADVISORY AGREEMENTINVESTMENT SUBADVISORY AGREEMENTINVESTMENT SUB-ADVISORY AGREEMENT (the Agreement), dated as of [ ], 2024 (the Effective Date) among Madison Covered Call and Equity Strategy Fund, a Delaware statutory trust (the Trust), XA Investments LLC, a Delaware limited liability company (the Adviser), and Madison Asset Management, LLC a Wisconsin limited liability company (the Sub-Adviser).WHEREAS, the Adviser has agreed to furnish investment management and advisory services to the Trust, a closed-end management investment company registered under the Investment Company Act of 1940, as amended (the 1940 Act);WHEREAS, the investment advisory agreement between the Adviser and the Trust dated as of [ ] (such agreement or the most recent successor agreement between such parties relating to advisory services to the Trust is referred to herein as the Investment Advisory Agreement) contemplates that the Adviser may sub-contract investment advisory services with respect to the Trust to a sub-adviser(s) pursuant to a sub-advisory agreement(s) agreeable to the Trust and approved in accordance with the provisions of the 1940 Act;WHEREAS, the Adviser wishes to retain the Sub-Adviser to provide certain sub-advisory services; WHEREAS, the Sub-Adviser is a registered investment adviser under the Investment Advisers Act of 1940, as amended (the Advisers Act); andWHEREAS, this Agreement has been approved in accordance with the provisions of the 1940 Act, and the Sub-Adviser is willing to furnish such services upon the terms and conditions herein set forth;NOW, THEREFORE, in consideration of the mutual premises and covenants herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged, it is agreed by and between the parties hereto as follows:1. Appointment(a) The Adviser hereby appoints the Sub-Adviser to act as the investment sub-adviser to the Trust and to furnish the services described herein, for the period and upon the terms herein set forth.(b) The Sub-Adviser hereby agrees, all as more fully set forth herein, to act as investment sub-adviser to the Trust and to furnish the services described below with respect to the investment of the Trusts assets and the purchase of securities for and the sale of securities held in the investment portfolio of the Trust.(c) The Sub-Adviser for all purposes in this Agreement will be deemed to be an independent contractor and, unless otherwise expressly provided or authorized in this Agreement, will have no authority to act for or represent the Adviser or the Trust in any way B-1or otherwise be deemed an agent of the Adviser or the Trust. 2. Duties and Obligations of the Sub-Adviser with Respect to Investment of Assets of the Trust(a) Subject to the oversight and supervision of the Adviser and direction and control of the Trusts Board of Trustees, the Sub-Adviser will act as sub-adviser for the Trust and perform one or more of the following services at the request of the Adviser in connection with the investment and reinvestment of the Trusts assets: (i) managing the investment and reinvestment of the assets of the Trust in accordance with the investment policies and guidelines of the Trust;(ii) subject to the provisions of Section 4 hereof, purchasing and selling securities and other assets for the Trust and placing orders for purchases and sales of assets of the Trust; (iii) providing investment research and credit analysis concerning the assets of the Trust; (iv) monitoring on a daily basis the investment activities and portfolio holdings relating to the Trust;(v) voting proxies relating to the Trusts portfolio securities in accordance with the proxy voting policies and procedures of the Sub-Adviser; and(vi) settlement of transactions and completing corporate actions. (b) At the request of the Adviser, the Sub-Adviser will also, subject to the oversight and supervision of the Adviser and the direction and control of the Trusts Board of Trustees, consult with the Adviser as to the overall management of the assets of the Trust and the investment policies and practices of the Trust, including (but not limited to) the use by the Trust of financial leverage and matters relating to such financial leverage (e.g., form, amount and costs) and the utilization by the Trust of any interest rate or other hedging or risk management transactions in connection therewith. (c) In addition, the Sub-Adviser will keep the Trust and the Adviser informed of developments relating to the Sub-Adviser or the Trusts investments materially affecting the Trust and shall, upon request, furnish to the Adviser and the Trust all information relevant to such developments. (d) The Sub-Adviser will periodically communicate to the Adviser or other service providers of the Trust, at such times as the Adviser may request, information concerning the purchase and sale of securities for the Trust and such other information as the Adviser may reasonably require for purposes of fulfilling its obligations to the Trust under the Investment Advisory Agreement.(e) In addition to the investment policies and guidelines of the Trust, the Adviser may from time to time communicate to the Sub-Adviser instructions (the Instructions) in writing that limit or supplement the investment policies and guidelines and are subject to approval by the Sub-B-2Adviser, which approval shall not be unreasonably withheld. Neither the investment policies and guidelines nor the Instructions shall require the Sub-Adviser to obtain capabilities or resources beyond those it possesses as of the Effective Date. The Adviser shall promptly notify the Sub-Adviser, in writing, of any change in the investment policies and guidelines that is made for any reason, including but not limited to a change by the Adviser, the Trust or in any applicable law or regulation. The Adviser acknowledges that the Sub-Adviser may be required to terminate delivery of certain data or services used in managing the Trust in the event the Sub-Adviser is no longer able to obtain such data or services.(f) The Sub-Adviser shall maintain business continuity, cybersecurity, disaster recovery and backup capabilities and facilities in keeping with industry standards and Securities and Exchange Commission (SEC) requirements through which the Sub-Adviser will be able to perform its obligations hereunder with minimal disruptions or delay. (g) To the extent prohibited by Regulation S-P, the Sub-Adviser and its affiliates will not disclose any non-public personal information, as defined in Regulation S-P, received from the Trust regarding any shareholder unless in accordance with an exception under Regulation S-P, or as otherwise may be permitted by law. The Sub-Adviser represents and warrants that, in accordance with applicable state privacy laws and Regulation S-P, it has implemented safeguards by adopting policies and procedures reasonably designed to: (i) insure the security and confidentiality of records and non-public personal information of shareholders; (ii) protect against any anticipated threats or hazards to the security or integrity of shareholder records and non-public personal information; and (iii) protect against unauthorized access to or use of such shareholder records or non-public personal information that could result in substantial harm or inconvenience to any shareholder. The Sub-Adviser shall treat confidentially all records of the Trust and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where the Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or (ii) when so requested by the Trust.(h) The Sub-Adviser acknowledges that, in compliance with the Bank Secrecy Act, as amended, the USA PATRIOT Act, and any implementing regulations thereunder (together, the AML Laws), the Trust has adopted anti-money laundering policies and procedures (the AML Policies). The Sub-Adviser agrees to comply with the Trusts AML Policies and the AML Laws, as the same may apply to the Sub-Adviser, now and in the future, and understands and agrees that the Trust may disclose information regarding the Sub-Adviser to governmental and/or regulatory or self-regulatory authorities to the extent required by applicable law or regulation and may file reports with such authorities as may be required by such law or regulation.(i) The Sub-Adviser shall provide such information as may reasonably be requested by the Adviser and/or the Board of Trustees under Section 15(c) of the 1940 Act in connection with its annual consideration of this Agreement.B-3(i) Nothing in this Agreement is deemed to impose on the Sub-Adviser responsibility for the preparation of the Trusts financial statements or the Trusts other financial and regulatory filing and reporting obligations, provided that the Sub-Adviser shall provide sub-certifications in the form reasonably requested by the Trust relating to the Sub-Advisers services under this Agreement to assist the Trust in complying with the provisions of the Sarbanes-Oxley Act of 2002.3. Covenants(a) In the performance of its duties under this Agreement, the Sub-Adviser shall at all times conform to, and act in accordance with, any requirements imposed by:(i) the provisions of the 1940 Act and the Advisers Act and all applicable Rules and Regulations of the SEC; (ii) any other applicable provision of law; (iii) the provisions of this Agreement and Declaration of Trust and By-Laws of the Trust, as such documents are amended from time to time; (iv) the investment objective, policies and restrictions of the Trust as set forth in its Registration Statement on Form N-2 and as supplemented from time to time by the Trusts shareholder reports and other SEC filings; and (v) any policies and determinations of the Board of Trustees of the Trust.(b) The Sub-Adviser will not consult with any other sub-adviser of the Trust or any other sub-adviser to a fund under common control with the Trust concerning transactions of the Trust in securities or other assets.(c) The Sub-Adviser will maintain a written code of ethics (the Code of Ethics) pursuant to Rule 17j-1 under the 1940 Act, a copy of which will be provided to the Trust and the Adviser, and will institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Sub-Adviser will follow such Code of Ethics in performing its services under this Agreement.(d) The Sub-Adviser will maintain compliance policies and procedures adopted pursuant to Rule 206(4)-7 under the Advisers Act and Rule 38a-1 under the 1940 Act, a copy of which will be provided to the Trust and the Adviser, and follow such compliance policies and procedures in performing its services under this Agreement; and(e) The Sub-Adviser will cooperate with the chief compliance officer of the Trust in connection with the implementation and operation of the Trusts compliance policies and procedures adopted pursuant to Rule 38a-1 under the 1940 Act, and will prepare necessary reports and provide the Trusts chief compliance officer with access to information reasonably necessary for the Trust to comply with Rule 38a-1.4. Portfolio Transactions(a) In the performance of its duties under this Agreement, the Sub-Adviser will place orders either directly with the issuer or with any broker B-4or dealer. Subject to the other provisions of this paragraph, in placing orders with brokers and dealers, the Sub-Adviser will attempt to obtain the best price and the most favorable execution of its orders, and all such brokerage placement shall be made in compliance with Section 28(e) of the Securities Exchange Act of 1934, as amended. In placing orders, the Sub-Adviser will consider the experience and skill of the firms securities traders as well as the firms financial responsibility and administrative efficiency. Consistent with this obligation, the Sub-Adviser may select brokers on the basis of the research, statistical and pricing services they provide to the Trust and other clients of the Sub-Adviser. Information and research received from such brokers will be in addition to, and not in lieu of, the services required to be performed by the Sub-Adviser hereunder. A commission paid to such brokers may be higher than that which another qualified broker would have charged for effecting the same transaction, provided that the Sub-Adviser determines in good faith that such commission is reasonable in terms either of the transaction or the overall responsibility of the Sub-Adviser to the Trust and its other clients and that the total commissions paid by the Trust will be reasonable in relation to the benefits to the Trust over the long-term. In no instance, however, will the Trusts securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except to the extent permitted by the SEC or by applicable law.(b) At the request of the Adviser or the Trust, the Sub-Adviser will identify and provide a written description to the Adviser and the Board of Trustees of the Trust of soft dollar arrangements that the Sub-Adviser maintains with respect to the Trust or with brokers or dealers that execute transactions for the Trust, and of research and other services provided to the Sub-Adviser by a broker or dealer (whether prepared by such broker or dealer or by a third party) as a result, in whole or in part, of the direction of Trust transactions to the broker or dealer. (c) From time to time, the Sub-Adviser or brokers or dealers affiliated with it may find themselves in a position to buy for certain of their clients (each an Account) securities which the Sub-Advisers investment advisory clients wish to sell, and to sell for certain of their clients securities which advisory clients wish to buy. Where one of the parties is an advisory client, the Sub-Adviser or the affiliated broker or dealer cannot participate in this type of transaction (known as a cross transaction) on behalf of an advisory client and retain commissions from one or both parties to the transaction without the advisory clients consent. This is because in a situation where the Sub-Adviser is making the investment decision (as opposed to a brokerage client who makes his own investment decisions), and the Sub-Adviser or an affiliate is receiving commissions from both sides of the transaction, there is a potential conflicting division of loyalties and responsibilities on the Sub-Advisers part regarding the advisory client. However, the SEC has adopted a rule under the Advisers Act that permits the Sub-Adviser or its affiliates to participate on behalf of an Account in agency cross transactions if the advisory client has given written consent in advance. Therefore, by execution of this Agreement, the Trust authorizes the Sub-Adviser or its affiliates to participate in agency cross transactions involving an Account. The Trust may revoke its consent at any time by written notice to the Sub-Adviser.5. ConfidentialityEach of the Trust, the Adviser and the Sub-Adviser acknowledge and agree that in satisfying its respective obligations under and performing B-5services in connection with this Agreement, any party may have access to another partys confidential and proprietary information and materials concerning or pertaining to the others business (confidential information). Each party will receive and hold such information in the strictest confidence, and acknowledge, represent, and warrant that it will use its best efforts to protect the confidentiality of this information to the same degree of care as it would its own confidential information. Each party agrees that, without the prior written consent of the other party, which approval shall not be unreasonably withheld, such party will not use, copy, or divulge to third parties or otherwise use, except in accordance with the terms of this Agreement, any confidential information of another party without the prior written consent of such other party; provided, however, this covenant shall not apply to (i) information which is in the public domain now or when it becomes in the public domain in the future, other than by reason of a breach of this Agreement, (ii) information which has come to a party from a lawful source not bound to maintain the confidentiality of such information, other than from any other party or an affiliate or representative of that party, (iii) information which is independently developed without the use of confidential information, (iv) disclosures which are required by law, regulatory authority, regulation or legal process or are made to any regulatory agency in the normal course of an examination, audit or investigation involving such party, or (v) disclosure as reasonably necessary in the course of business to third parties subject to a duty to maintain the confidentiality of the information. Notwithstanding the foregoing, the Sub-Adviser may disclose information it receives from or on behalf of the Trust or the Adviser to officers and employees of the Sub-Adviser or any of its affiliates in the course of providing the services under this Agreement and the Sub-Adviser may disclose the Trusts TIN information to third parties as required to perform the Sub-Advisers services under this Agreement. 6. Services Not Exclusive(a) Nothing in this Agreement shall prevent the Sub-Adviser or any officer, employee or other affiliate thereof from acting as investment adviser for any other person, firm or corporation, or from engaging in any other lawful activity, and shall not in any way limit or restrict the Sub-Adviser or any of its officers, employees or agents from buying, selling or trading any securities for its or their own accounts or for the accounts of others for whom it or they may be acting; provided, however, that the Sub-Adviser will undertake no activities which, in its judgment, will adversely affect the performance of its obligations under this Agreement.(b) The Sub Adviser currently manages, and may in the future manage, other investment accounts and funds, including those with investment objectives similar to the Trust. Securities considered as investments for the Trust may also be appropriate for other investment accounts and funds that may be managed by the Sub-Adviser. Subject to applicable laws and regulations, the Sub-Adviser will attempt to allocate equitably portfolio transactions among the portfolios of its other investment accounts and funds purchasing securities whenever decisions are made to purchase or sell securities by the Trust and one or more of such other accounts or funds over time. In making such allocations, the main factors to be considered by the Sub-Adviser will be the respective investment objectives of the Trust and such other accounts and funds, the relative size of portfolio holdings of the same or comparable securities, the availability of cash for investment by the Trust and such other accounts and funds, the size of investment commitments generally B-6held by the Trust and such accounts and funds, and the opinions of the persons responsible for recommending investments to the Trust and such other accounts and funds. 7. Books and Records(a) The Sub-Adviser undertakes and agrees to maintain or cause others to maintain, in the form and for the period required by Rule 31a-2 under the 1940 Act, all records relating to the Trusts investments that are required to be maintained by the Trust pursuant to the 1940 Act with respect to the Sub-Advisers responsibilities under this Agreement for the Trust, and which are not otherwise maintained by the administrator, fund accounting agent, custodian or other service providers to the Trust.(b) In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which it maintains for the Trust are the property of the Trust and further agrees to surrender promptly to the Trust any such records upon the Trusts request, except for any software or other intellectual property that is proprietary to, or owned or licensed by, the Sub-Adviser or any of its affiliates, which shall remain the property of the Sub-Adviser. Notwithstanding the foregoing, the Sub-Adviser shall retain those original records or copies of records in order to comply with the Advisers Act record keeping requirement, applicable law and its own internal policies.(c) Each of the Adviser and the Trust shall own, have custody of and maintain its general corporate accounts and records. At reasonable times and upon reasonable notice, the Trust shall provide the Sub-Adviser with access to all books, records, accounts, facilities, and personnel necessary or appropriate for the performance of the Sub-Advisers obligations under this Agreement. 8. CustodyNothing in this Agreement will require the Sub-Adviser to take or receive physical possession of cash, securities, or other investments of the Trust. The Trust shall select, engage and maintain at the Trusts expense one or more custodians meeting the requirements of Section 17(f) of the 1940 Act and the rules, regulations and interpretations thereunder (each a Custodian) to serve as Custodian(s) of the Trust assets. The Adviser shall provide the Sub-Adviser, in writing, the identity of each Custodian, any change in a Custodian and all other information regarding the Custodian(s) required for the Sub-Adviser to carry out its duties under this Agreement. The Adviser shall notify each Custodian of the appointment of the Sub-Adviser and of the authority of the Sub-Adviser to effect investments with respect to the Trust assets. All transactions authorized by this Agreement are made by payment to or delivery by the Custodian(s). The Sub-Adviser shall have no rights or responsibilities, including to direct payment or move cash or assets of the Trust, that would be defined as taking custody under the Advisers Act. In connection with the Trusts custody agreement(s), the Adviser and the Trust will ensure that no such rights are given to the Sub-Adviser. The Trust and the Adviser will ensure that the Sub-Adviser may use the Depositary Trust Companys Institutional Delivery System for trade confirmation and settlement. B-79. Expenses(a) During the term of this Agreement, the Sub-Adviser will bear all costs and expenses of its employees and any overhead incurred in connection with its duties hereunder, except as provided pursuant to paragraph (d) of this Section 9, and shall bear the costs of any salaries or trustees fees of any officers or trustees of the Trust who are affiliated persons (as defined in the 1940 Act) of the Sub-Adviser.(b) The Sub-Adviser shall not be responsible for any expenses of the Adviser or the Trust not specifically set forth in this Section 9 or otherwise in any written agreement between the Sub-Adviser and the Trust or the Adviser, as the case may be.(c) The Trust will bear all other costs, fees and expenses of its operations and transactions, including those relating to: (1) organization; (2) calculation of the Trusts net asset value (including the cost and expenses of any independent valuation firm, agent or other provider); (3) expenses payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for the Trust and in monitoring the Trusts investments; (4) interest payable on indebtedness and dividends and distributions on preferred shares, as applicable, if any, incurred to finance the Trusts investments; (5) offerings of the Trusts common shares and other securities (including, all fees, costs and expenses related thereto); (6) fees payable to third parties, including agents, legal counsel, consultants or other advisors, relating to, or associated with, evaluating and making investments; (7) administrator, transfer agent and custodian fees; (8) federal and state registration fees; (9) all costs of registration and listing the Trusts shares on any securities exchange; (10) federal, state and local taxes; (11) independent trustees fees and expenses; (12) costs of preparing and filing reports or other documents required by governmental bodies (including the SEC), including printing costs; (13) costs of any reports, proxy statements or other notices to shareholders, including printing costs; (14) insurance premiums for fidelity bond and other insurance coverage, including the Trusts allocable portion of the fidelity bond, trustees and officers errors and omissions liability insurance, including independent trustees liability insurance, and any other insurance premium; (15) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; (16) brokerage commissions, assignment fees and other costs in connection with the purchase, holding or sale of securities and other investment instruments (including, without limitation, security settlement costs; (17) expenses incidental to holding meetings of the Trusts shareholders, including proxy solicitations therefor; provided, however, that the Trust will not bear such expenses with respect to any meeting of the Trusts shareholders held for the purpose of seeking approval of a new investment sub-advisory agreement in connection with a change of control of the Sub-Adviser; (18) unusual, non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust is a party and legal obligations that the Trust may have to indemnify the Trusts directors, officers and/or employees or agents with respect to these actions, suits or proceedings; and (19) all other expenses incurred by the Trust in connection with administering the Trusts business.B-810. Compensation of the Sub-Adviser(a) The Trust agrees to pay to the Sub-Adviser, and the Sub-Adviser agrees to accept as full compensation for all services rendered by the Sub-Adviser under this Agreement, a monthly fee in arrears in an amount equal to the specified percentage of the advisory fee payable to the Adviser from the Trust (the Sub-Advisory Fee):Average Daily Managed AssetsSub-Adviser Percentage of Management Fees / (Fee Rate)Type of Fee SplitFirst $175 million55% / (0.44%)AbsoluteGreater than $175 million and up to $25050% / (0.40%)BlendedOver $250 million*50% / (0.40%)Absolute* If the Trusts Daily Managed Assets exceed $250 million for a period of more than 10 consecutive trading days, the Trusts management fee split will be reset to 50% to the Sub-Adviser and 50% to the Adviser on an Absolute Fee Split basis.(b) For any period less than a month during which this Agreement is in effect, the fee shall be prorated according to the proportion which such period bears to a full month of 28, 29, 30 or 31 days, as the case may be.(c) Blended Fee Split means the total sub-advisory fees paid to the Sub-Adviser will be a result of different sub-advisory fee rates assessed to different asset levels. By way of example, in a theoretical scenario in which the Trust has Managed Assets of $200 million, the resulting Sub-Advisory Fees for the Sub-Adviser will be equal to (0.44% x $175 million) + (0.40% x $25 million), with a Blended Fee Split of 0.431%.(d) Absolute Fee Split means the total sub-advisory fees paid to the Sub-Adviser will be a result of the applicable fee rate multiplied by all of the Trusts Managed Assets.(e) Managed Assets means the total assets of the Trust, including the assets attributable to the proceeds from financial leverage (including through the issuance of preferred shares or the issuance of senior securities representing indebtedness), minus liabilities, other than liabilities related to any financial leverage.(f) For purposes of this Agreement, the total assets of the Trust shall be calculated pursuant to the procedures adopted by resolutions of the Trusts Board of Trustees for calculating the value of the Trusts assets.(g) The Sub-Adviser may elect from time to time, in its sole discretion, to waive its right to receipt of all or a portion of the Sub-Advisory Fee.11. Representations and Warranties(a) The Trust represents and covenants to the Sub-Adviser as follows:(i) The Trust is duly organized and validly existing under the laws of the State of Delaware with the power to own and possess its assets.B-9(ii) The execution, delivery and performance by the Trust of this Agreement are within the Trusts powers and have been duly authorized by all necessary actions of the Board of Trustees, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (1) any provision of applicable law, rule or regulation, (2) the Trusts governing instruments, or (3) any agreement, judgment, injunction, order, decree or other instruments binding upon the Trust.(iii) The Trust is, or will be prior to commencing operations, registered as a closed-end management investment company under the 1940 Act and the Trusts shares are, or will be prior to commencing operations, registered under the Securities Act of 1933, as amended, and under any applicable state securities laws, or exempt from such registration.(iv) Prior to the Sub-Adviser commencing services under this Agreement, the Trust will have legal title to the assets in the Trust and no restrictions shall exist as to the ownership or transfer of such assets unless specifically set forth in this Agreement.(b) The Adviser represents and covenants to the Sub-Adviser as follows:(i) The Adviser is duly organized and validly existing under the laws of the State of Delaware.(ii) The execution, delivery and performance by the Adviser of this Agreement are within the Advisers powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance of this Agreement by the parties to this Agreement, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (1) any provision of applicable law, rule or regulation, (2) the Advisers governing instruments, or (3) any agreement, judgment, injunction, order, decree or other instruments binding upon the Adviser.(iii) This Agreement constitutes a valid and binding obligation of the Adviser, enforceable against the Adviser in accordance with its terms, except to the extent such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, or similar laws affecting the rights of creditors generally and by general equity principles.(iv) The Adviser is not prohibited by the 1940 Act or B-10the Advisers Act from serving as investment adviser to the Trust.(v) The Adviser hereby acknowledges receipt of Sub-Advisers Form ADV, Part 2 before, or at the time of, signing this Agreement.(c) The Sub-Adviser represents and covenants to the Adviser and the Trust as follows:(i) The Sub-Adviser is duly organized and validly existing under the laws of the State of Wisconsin.(ii) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Advisers powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance of this Agreement by the parties to this Agreement, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (1) any provision of applicable law, rule or regulation, (2) the Sub-Advisers governing instruments, or (3) any agreement, judgment, injunction, order, decree or other instruments binding upon the Sub-Adviser.(iii) This Agreement constitutes a valid and binding obligation of the Sub-Adviser, enforceable against the Sub-Adviser in accordance with its terms, except to the extent such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, or similar laws affecting the rights of creditors generally and by general equity principles.(iv) The Sub-Adviser is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement.12. Certain InformationThe Adviser shall promptly notify the Sub-Adviser, and the Sub-Adviser shall promptly notify the Trust and the Adviser in writing of the occurrence of any of the following events:(a) such party failing to be registered as an investment adviser under the Advisers Act;(b) such party having been served or otherwise have notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Trust;(c) the occurrence of any change in control of such party or any parent of such party within the meaning of the 1940 Act; or B-11(d) the occurrence of any material adverse change in the business or financial position of such party. 13. Limitation on LiabilityThe Sub-Adviser will not be liable for any error of judgment or mistake of law or for any loss suffered by Sub-Adviser, the Adviser or by the Trust in connection with the performance of this Agreement, except a loss resulting from a breach of a fiduciary duty with respect to the receipt of compensation for services or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder). Nothing herein shall constitute a waiver or restriction of any partys rights under applicable federal or state securities laws.14. IndemnificationThe Trust shall indemnify, defend and protect the Sub-Adviser, its members and their respective officers, managers, partners, parent, corporate group affiliates, agents, employees, controlling persons, members, and any other person affiliated with any of them (collectively, the Indemnified Parties) (each of whom shall be deemed a third party beneficiary hereof) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Trust or its security holders) arising out of or otherwise based upon the performance of any of the Sub-Advisers duties or obligations under this Agreement or otherwise as an investment adviser of the Trust. Notwithstanding the foregoing provisions of this Section 14 to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Trust or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of any Indemnified Partys duties or by reason of the reckless disregard of the Sub-Advisers duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder).15. Duration and Termination(a) This Agreement shall become effective as of the Effective Date and, unless sooner terminated with respect to the Trust as provided herein, shall continue in effect for a period of two years. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Trust for successive periods of 12 months, provided such continuance is specifically approved at least annually by both:(i) the vote of a majority of the Trusts Board of Trustees or the vote of a majority of the outstanding voting securities of the Trust at the time outstanding and entitled to vote, and B-12(ii) the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. (b) Notwithstanding the foregoing, this Agreement may be terminated by (i) the Adviser or the Trust at any time, without the payment of any penalty, upon giving the Sub-Adviser 60 days notice (which notice may be waived by the Sub-Adviser), provided that such termination by the Trust shall be directed or approved by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Trust at the time outstanding and entitled to vote, or (ii) the Sub-Adviser on 60 days written notice to the Trust and the Adviser (which notice may be waived by the Trust or the Adviser on behalf of both the Trust and the Adviser). (c) This Agreement will immediately terminate in the event of its assignment and will immediately terminate upon any termination of the Investment Advisory Agreement between the Trust and the Adviser.(d) As used in this Agreement, the terms majority of the outstanding voting securities, interested person and assignment shall have the same meanings of such terms in the 1940 Act.(e) The terms of Sections 5, 7, 10, 13, 14, 18, 19 and 20 of this Agreement shall survive the termination of this Agreement.16. NoticesAny notice under this Agreement shall be in writing to the other parties and shall be considered as properly given or made if (a) sent by overnight delivery by a nationally recognized air courier service, (b) sent by electronic mail with no receipt of error in the delivery, or (c) mailed by registered or certified mail, return receipt requested, and if addressed to the respective address listed below:If to Adviser, to: XA Investments, LLC 321 North Clark Street #2430 Chicago, IL 60654 Attention: General CounselIf to the Trust, to:Madison Covered Call & Equity Strategy Fund 321 North Clark Street #2430 Chicago, IL 60654 Attention: Chief Executive OfficerIf to Sub-Adviser, to:Madison Investment Holdings, Inc. 550 Science Drive Madison, WI 53711 Attention: Steven A. Carlor at such address as the other party may designate from time to time for the receipt of such notice and shall be deemed effective on receipt.17. Amendment of this AgreementNo provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. Any amendment of this Agreement shall be subject to the 1940 Act.B-1318. Governing LawThis Agreement shall be governed by and construed in accordance with the laws of the State of Delaware for contracts to be performed entirely therein without reference to choice of law principles thereof and in accordance with the applicable provisions of the 1940 Act. WAIVER OF JURY TRIAL AND PUNITIVE DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND ANY RIGHT TO SEEK PUNITIVE OR CONSEQUENTIAL DAMAGES.19. Use of the NameThe Sub-Adviser has consented to the use by the Trust of the name or identifying word Madison in the name of the Trust. Such consent is conditioned upon the employment of the Sub-Adviser as the investment sub-adviser to the Trust. The name or identifying word Madison may be used from time to time solely in connection with the Sub-Advisers services under this Agreement. The Sub-Adviser may require the Trust to cease using Madison in the name of the Trust, if the Trust ceases to employ, for any reason, the Sub-Adviser, any successor thereto or any affiliate thereof as investment sub-adviser of the Trust. If so required by the Sub-Adviser, the Trust will cease using Madison in its name as promptly as practicable and make all reasonable efforts to remove Madison from its name.20. Miscellaneous(a) The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.(b) If any provision of this Agreement is invalid, illegal, or unenforceable under applicable law of mandatory application, the validity, legality, and enforceability of that provision or condition in other instances and of the remaining provisions and conditions are not in any way affected thereby. (c) Nothing contained in this Agreement will be deemed to require the Trust to take any action contrary to the Trusts Amended and Restated Agreement and Declaration of Trust or By-laws, as they may be amended and/or restated from time to time, with notice to the Sub-Adviser, or any applicable statute or regulation, or to relieve or deprive the Board of Trustees of its responsibility for and control of the conduct of the affairs of the Trust. (d) This Agreement shall be binding on, and shall inure to the benefit of the parties hereto and their respective successors.(e) This Agreement may be executed in counterparts by the parties hereto, each of which when executed is deemed to be an original and all of which together are deemed to be one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.B-14(f) This Agreement constitutes the entire understanding and agreement, and supersedes any and all other proposals, understandings, and agreements among the parties with respect to the subject matter hereof.IN WITNESS WHEREOF, the parties hereto have caused the foregoing instrument to be executed by their duly authorized officers, all as of the day and the year first above written.MADISON COVERED CALL & EQUITY STRATEGY FUNDBy: Name: Title: XA INVESTMENTS LLCBy: Name: Title: MADISON ASSET MANAGEMENT, LLCBy: Name: Title: B-15EXHIBIT COTHER FUNDS WITH SIMILAR INVESTMENT OBJECTIVESMadison. The table below provides information regarding other registered investment companies managed by Madison which have a similar investment objective as the Fund.Name of Other FundOther Funds Investment ObjectiveAdvisers Management FeeNet Assets as of December 31, 2023Has Adviser Agreed to Waive or Reduce its Management Fee under any Applicable Contract?Madison Covered Call & Equity Income FundSeeks to provide consistent total return and, secondarily, to provide a high level of income and gains from option premiums.0.85%$261,020,326NoMadison Covered Call ETFSeeks to provide consistent total return and secondarily, to produce a high level of income and gains.0.90%1$82,690,175No1 Pursuant to an investment advisory agreement between Madison and the Madison ETFs Trust, on behalf of each series thereof (each, a Series), each Series has agreed to pay an annual unitary management fee to Madison. This unitary management fee is designed to pay each Series expenses and to compensate Madison for the services it provides to each Series. Out of the unitary management fee, Madison pays substantially all expenses of each Series, including the cost of investment management services, transfer agency, custody, fund administration, legal, audit and other service and license fees. The unitary fee does not cover, and therefore, each Series pays directly, interest, taxes, brokerage commissions, acquired fund fees and expenses and other expenses connected with the execution of portfolio transactions, distribution, and service fees payable pursuant to a Rule 12b-1 plan, if any, and extraordinary expenses.XAI. XAI does not manage other registered investment companies which have a similar investment objective as the Fund.C-1THIS PAGE INTENTIONALLY LEFT BLANKEVERY VOTE IS IMPORTANTMADISON COVERED CALL & EQUITY STRATEGY FUNDPO Box 43131Providence, RI 02940-3131VOTING OPTION:VOTE ON THE INTERNETLog on to:www.proxy-direct.comor scan the QR codeFollow the on-screen instructionsavailable 24 hoursVOTE BY PHONECall 1-800-337-3503Follow the recorded instructionsavailable 24 hoursVOTE BY MAILVote, sign and date this Proxy Card and return in the postage-paid envelopePlease detach at perforation before mailing.PROXYMADISON COVERED CALL & EQUITY STRATEGY FUNDSPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 15, 2024THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES. Greg D. Hoppe and Kyle Schalow (the Proxyholders), or any of them, each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Special Meeting of shareholders of the Madison Covered Call & Equity Strategy Fund (the "Fund"), to be held on Tuesday, October 15, 2024 at 9:00 a.m., local time at the offices of Madison Asset Management, LLC, 550 Science Drive, Madison, Wisconsin 53711, and any adjournments or postponements thereof.Shares represented by this proxy card when properly executed will be voted in the manner directed herein by the shareholder, and in the discretion of such proxies, upon any and all other matters as may properly come before the Special Meeting or any adjournment or postponement thereof. If no direction is made, on a properly executed card, this proxy will be voted "FOR" the proposals. If any of the Trustee nominees for any reason are unable or unwilling to serve, the Proxyholders will vote for the election of such other person as they may consider qualified. The shareholder hereby acknowledges receipt of this Notice of Special Meeting and Proxy Statement for the Special Meeting to be held on October 15, 2024.VOTE VIA THE INTERNET: www.proxy-direct.comVOTE VIA THE TELEPHONE: 1-800-337-3503MCC__34064_062724PLEASE MARK, SIGN, AND DATE ON THE REVERSE SIDE AND RETURN THE PROXY CARD USING THE ENCLOSED ENVELOPE.xxxxxxxxxxxxxx codeEVERY SHAREHOLDERS VOTE IS IMPORTANTImportant Notice Regarding the Availability of Proxy Materials for theSpecial Meeting to Be Held on October 15, 2024.The Proxy Statement for this meeting is available at:https://www.madisonfunds.com/MCNproxyPlease detach at perforation before mailing. TO VOTE, MARK BOXES BELOW IN BLUE OR BLACK AS SHOWN IN THIS EXAMPLE: xA.Proposals. THE BOARD RECOMMENDS YOU VOTE FOR THE FOLLOWING PROPOSALS: FOR AGAINST ABSTAIN 1. To approve a new investment advisory agreement between the Fund and XA Investments, LLC. FOR AGAINST ABSTAIN2. To approve a new investment subadvisory agreement among the Fund, Madison Asset Management, LLC and XA Investments, LLC. 3. To approve the election of five trustees to the Board of Trustees. FOR WITHHOLD01. Danielle Cupps* 02. Gregory Dingens** 03. Philip Franklin** 04. Scott Craven Jones*** 05. William Meyers*** *Class I Trustee to serve until the Funds 2027 Annual Meeting of Shareholders or until her successor shall have been elected and qualified.**Class II Trustee to serve until the Funds 2025 Annual Meeting of Shareholders or until his successor shall have been elected and qualified.***Class III Trustee to serve until the Funds 2026 Annual Meeting of Shareholders or until his successor shall have been elected and qualified.B. Authorized Signatures This section must be completed for your vote to be counted. Sign and Date Below.Note: Please sign exactly as your name(s) appear(s) on this proxy card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature.Date (mm/dd/yyyy) Please print date belowSignature 1 Please keep signature within the boxSignature 2 Please keep signature within the boxScanner bar code xxxxxxxxxxxxxx MCC 34064 xxxxxxxx Position(s) Held with Fund and Length of Time Served Principal Occupation(s)During the Past Five YearsNumber of Portfolios Overseen in XAI Fund Complex, if Elected(1)Other Directorshipsheld by TrusteeDanielle Cupps 1970NoneRetired. Formerly, Director, Digital Customer Engagement, McDonalds Corporation (2019-2022); Managing Director, Kinzie Capital Partners (2018) (private equity); Managing Director, BLG Capital Advisors (2016-2018) (family office); Director, Finance and Chief of Staff to CFO, Boeing Company (2006-2012).3NoneIndependent Trustee Nominee- Class IITo Serve until 2025 Annual MeetingGregory Dingens 1964NoneExecutive Vice President, Monroe Financial Partners, Inc. (2006-present) (investment banking and trading); Member, Siena Capital Partners GP LLC (2006-present) (private investment fund); Director, Qwickrate LLC (2012-present) (online marketplace for financial institutions).3None Number of Portfolios Overseen in XAI Fund Complex, if Elected(1) Other Directorshipsheld by Trustee Danielle Cupps 1970NoneRetired. Formerly, Director, Digital Customer Engagement, McDonalds Corporation (2019-2022); Managing Director, Kinzie Capital Partners (2018) (private equity); Managing Director, BLG Capital Advisors (2016-2018) (family office); Director, Finance and Chief of Staff to CFO, Boeing Company (2006-2012).3None None Retired. Formerly, Director, Digital Customer Engagement, McDonalds Corporation (2019-2022); Managing Director, Kinzie Capital Partners (2018) (private equity); Managing Director, BLG Capital Advisors (2016-2018) (family office); Director, Finance and Chief of Staff to CFO, Boeing Company (2006-2012). None Independent Trustee Nominee- Class II To Serve until 2025 Annual Meeting Gregory Dingens 1964 None Executive Vice President, Monroe Financial Partners, Inc. (2006-present) (investment banking and trading); Member, Siena Capital Partners GP LLC (2006-present) (private investment fund); Director, Qwickrate LLC (2012-present) (online marketplace for financial institutions). None Name and Yearof BirthPosition(s) Held with Fund and Length of Time ServedPrincipal Occupation(s)During the Past Five YearsNumber of Portfolios Overseen in XAI Fund Complex, if Elected(1)Other Directorshipsheld by TrusteePhilip G. Franklin 1951NoneRetired. Formerly, Chief Financial Officer and Executive Vice President, Littelfuse, Inc. (1998-2016) (electronics components).3TTM Technologies Inc. (2011-present); Chairman, Tribune Publishing Company (Tronc, Inc.) (2014-2021).Independent Trustee Nominee- Class IIITo Serve until 2026 Annual MeetingScott C. Jones 1962Trustee(since 2021)(2)Director, Carne Global Financial Services (US) LLC (2013-present); Managing Director, Park Agency, Inc. (2020-present) (investment firm).3Madison Funds (14 open end funds managed by Madison) (2019-present); Manager Directed Portfolios, a U.S. Bancorp series trust (9 open end funds) (2016-present).Interested Trustee Nominee- Class IIITo Serve until 2026 Annual Meeting23Name and Yearof BirthPosition(s) Held with Fund and Length of Time ServedPrincipal Occupation(s)During the Past Five YearsNumber of Portfolios Overseen in XAI Fund Complex, if Elected(1)Other Directorshipsheld by TrusteeWilliam Meyers(3)1966NonePresident of Riivendell Financial Group, LLC (2021-present).Formerly, Senior Advisor at XA Investments, LLC (2021-2023); Senior Managing Director (2017-2020) of Nuveen Securities, LLC and Nuveen Fund Advisors, LLC.3None(1) The term XAI Fund Complex refers to the following registered investment companies: (i) the XAI Octagon Floating Rate & Alternative Income Trust, (ii) the Octagon XAI CLO Income Fund, and (iii) assuming shareholder approval of the Proposals, the Fund.(2) Mr. Jones currently serves as a trustee of the Fund.(3) Mr. Meyers will be an interested person of the Fund because of his prior position as a Senior Adviser of XAI.Experience and Qualifications of the NomineesThe Current Board has determined that each nominee should be elected as a New Trustee of the Fund based on several factors (none of which alone is determinative). The Current Board believes that the New Trustees have balanced and diverse experiences, skills, attributes and qualifications, which will allow the New Board to operate effectively in governing the Fund and protecting the interests of shareholders. Among the factors the Current Board considered when concluding that each nominee should serve on the New Board were the following: availability and commitment to attend meetings and perform the responsibilities of a trustee; personal and professional background; educational background; financial expertise; ability to review critically, evaluate and discuss information provided to them; and ability to interact effectively with XAI, Madison, other service providers, and each other. Each nominees ability to perform his or her duties effectively is evidenced by professional accomplishments and prior or current management positions and experience. Furthermore, with respect to Mr. Jones, the Current Board considered his tenure on the Current Board and his familiarity with the Fund and Madison, as well as XAI.Following is a summary of various qualifications, experiences and skills of each nominee (in addition to business experience during the past five years as set forth in the table above) that contributed to the Current Boards conclusion that each individual should serve on the New Board. References to the qualifications, attributes and skills of the New Trustees do not constitute the 24holding out of any New Trustee as being an expert under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the SEC.Independent Trustee NomineesDanielle Cupps. Ms. Cupps has experience as a Director of CEO & Financial Communications, at McDonalds Corporation, Managing Director at Kinzie Capital Partners, a private equity firm, Managing Director at BLG Capital Advisors, a family office managing a global portfolio of alternative assets, in various roles, including Director of Corporate and Strategic Development and Chief of Staff in the Office of the Chief Financial Officer, at Boeing Company, Vice President at Code Hennessy & Simmons LLC, a private equity firm, and Associate in the private equity funds group at Goldman, Sachs & Co. Ms. Cupps is experienced in financial, regulatory and investment matters.Gregory Dingens. Mr. Dingens has over 25 years of investment management experience, including as Executive Vice President of Monroe Financial Partners, Inc., Member of Siena Capital Partners, a private investment fund, director of Qwickrate LLC, and Managing Director at both Lehman Brothers and Merrill Lynch. Mr. Dingens is experienced in financial, regulatory and investment matters.Philip Franklin. Mr. Franklin has experience as Chairman of Tribune Publishing Company, Chief Financial Officer and Executive Vice President of Littelfuse, Inc. and Chief Financial Officer and Vice President at OmniQuip International. Mr. Franklin is experienced in financial, accounting and regulatory matters.Scott Craven Jones. Mr. Jones has experience as a director at Carne Global Financial Services (US) LLC, Chief Operating Officer, Chief Financial Officer and Treasurer of Aurora Investment Management LLC, Executive Vice President and Chief Administrative Officer of Calamos Asset Management, Inc., Managing Director at Northern Trust Global Investments, in various roles at Nuveen Investments and as a trustee at various other fund complexes. Mr. Jones is experienced in financial, accounting, regulatory and investment matters.Interested Trustee NomineeWilliam Meyers. Mr. Meyers has over 35 years of investment management experience, including as President of Riivendell Financial Group, LLC, Senior Advisor at XA Investments, LLC, Senior Managing Director and Managing Director of Nuveen Securities, LLC and Nuveen Fund Advisors, LLC and Senior Vice President of Nuveen. Mr. Meyers is experienced in financial, regulatory and investment matters.Proposed New Executive Officers of the FundSet forth below is information concerning the persons who are anticipated to be elected as executive officers of the Fund by the New Board following the Closing Date. Officers serve at the pleasure of the board and until their successors are appointed and qualified or until their earlier resignation or 25removal. The business address of each person listed below is 321 North Clark Street, Suite 2430, Chicago, Illinois 60654, unless otherwise stated.Name and Year of BirthProposed Position(s) with the FundPrincipal Occupation(s) During the Past Five YearsTheodore J. Brombach1963President and Chief Executive OfficerCo-Chief Executive Officer of XAI (2016-present); Co-Founding Partner of XMS Capital Partners, LLC (2006-present).Kimberly Ann Flynn 1977Vice PresidentPresident, XAI (2024-present); Managing Director, XAI (2016-2024); Senior Vice President, Head of Product Development (2013-2016), Vice President (2009-2013), Assistant Vice President (2007-2009) and Associate (2004-2007), Nuveen Investments. Benjamin D. McCulloch 1981Chief Legal Officer and SecretaryGeneral Counsel & Managing Director, XAI (2019-present); Chief Compliance Officer, XAI (2021-present); Associate, Drinker Biddle & Reath LLP (2015-2019); Associate Counsel, First Trust Portfolios LP (2012-2015). Derek Mullins(1) 1973Chief Financial Officer and TreasurerManaging Partner, PINE Advisor Solutions, LLC (2018-present); Chief Financial Officer and Treasurer, Destra Investment Trust (2 portfolios) (2018-present); Chief Financial Officer and Treasurer, BlueBay Destra International & Event-Driven Credit Fund (2018-present); Chief Financial Officer and Treasurer, Destra Multi-Alternative Fund (2018-present); Chief Financial Officer and Treasurer, Primark Private Equity Investments Fund (2020-present); Chief Financial Officer and Treasurer, Bow River Capital Evergreen Fund (2020-present); Chief Financial Officer and Treasurer, Forum Real Estate Income Fund (2021-present).John Yogi Spence1962Vice PresidentCo-Chief Executive Officer, XAI (2016-present); Co-Founding Partner, XMS Capital Partners, LLC (2006-present).26Name and Year of BirthProposed Position(s) with the FundPrincipal Occupation(s) During the Past Five YearsRandi Roessler(1) 1981Chief Compliance OfficerDirector, PINE Advisor Solutions, LLC (2023-present); Chief Compliance Officer, Destra Investment Trust (2 portfolios) (2023-present); Chief Compliance Officer, BlueBay Destra International & Event-Driven Credit Fund (2023-present); Chief Compliance Officer, Destra Multi-Alternative Fund (2023-present); Chief Compliance Officer, ONEFUND Trust (2023-present); Chief Compliance Officer, Boston Trust Walden Funds (10 portfolios) (2023-present); Chief Compliance Officer, IDX Funds (2 portfolios) (2023-present); Chief Compliance Officer, Davis Selected Advisers, L.P., Davis Funds, Selected Funds, the Clipper Fund Trust, the Davis Fundamental ETF Trust, and Davis Distributors, LLC (2018-2023).(1) The business address of this person is: c/o PINE Advisors, LLC, 501 S. Cherry St., Suite 1090, Denver, CO 80246.Information about the Current Board of TrusteesSet forth below is information concerning the members of the Current Board, each of whom (with the exception of Mr. Jones) will resign upon the election of the New Trustees, which resignation shall be effective as of the Closing Date. The mailing address for each member of the Current Board is 550 Science Drive, Madison, Wisconsin 53711, except that Mr. Jones mailing address is 321 North Clark Street, Suite 2430, Chicago, Illinois 60654.Name and Year of BirthPosition(s) Held with Fund and Length of Time ServedPrincipal Occupation(s)During the Past Five YearsNumber of Portfolios Overseen inMadison Fund Complex (1)Other Directorshipsheld by TrusteeIndependent TrusteesRichard E. Struthers1952Class I Trustee, since 2017; current term ends 2026Clearwater Capital Management (investment advisory firm), Naples, FL, Chair and Chief Executive Officer, 1998 Present.34Madison Funds (15 open end funds) and Ultra Series Fund (14 open end funds), 2004 Present; Madison ETFs (4 open end funds), June 2023 Present.27Name and Year of BirthPosition(s) Held with Fund and Length of Time ServedPrincipal Occupation(s)During the Past Five YearsNumber of Portfolios Overseen inMadison Fund Complex (1)Other Directorshipsheld by TrusteeScott C. Jones1962Class II Trustee, since 2021; current term ends 2027See Mr. Jones biographical information in table above under the heading New Board of Trustees Nominees.16See Mr. Jones biographical information in table above under the heading New Board of Trustees Nominees.Steven P. Riege1954Class III Trustee, since 2015; current term ends 2025Ovation Leadership (management consulting), Milwaukee, WI, Owner/President, 2001 Present.Madison Funds (15 open end funds) and Ultra Series Fund (14 open end funds), 2005 Present; Madison ETFs (4 open end funds), June 2023 PresentInterested TrusteesJill M. Friedow(2)1964Class II Trustee, since 2023; current term ends 2027Vice President, 2023 PresentMadison Investment Holdings, Inc. (MIH), Madison Investment Advisors, LLC (MIA) and Madison Asset Management, LLC (Madison), Chief Technology Officer & Director of Operations, 2019-Present; Vice President & Director of Operations, 2010 - 2019; Vice President & Operations Manager, 2003-2010; Operations Manager, 1999-2003.30Madison Funds (15 open end funds) and Ultra Series Fund (14 open end funds), 2023 Present.(1) The term Madison Fund Complex refers to (i) the Madison Funds with 15 portfolios, (ii) the Ultra Series Fund with 14 portfolios, (iii) the Madison ETFs Trust with 4 active portfolios, and (iv) the Fund.(2) Ms. Friedow is an interested person of the Fund because of her position with Madison.For the Funds last fiscal year, the Current Board met five times. Each member of the Current Board attended 100% of the board meetings and the meetings of the board committees on which the trustee served during such period. Shareholders wishing to communicate with the Current Board or individual trustees should send such correspondence to the offices of Madison, 28550 Science Drive, Madison, Wisconsin 53711, c/o MCN, Secretary. Shareholder communications will be sent directly to the applicable board member(s). The Fund currently does not have a policy with respect to board members attendance at shareholder meetings.Current Executive Officers of the FundThe following table sets forth information concerning the current executive officers of the Fund, each of whom is expected to resign following the Closing of the Transaction, as the New Board is expected to appoint executive officers from the XAI organization and/or service providers to XAI. Jill Friedow is a Vice President of the Fund, and her biographical information is provided under the heading Information about the Current Board of Trustees, above. The mailing address for each current executive officer is 550 Science Drive, Madison, Wisconsin 53711.Name and Year of BirthPosition(s) Held with FundTerm of Office and Length of Time ServedPrincipal Occupation(s) During Past Five YearsPatrick F. Ryan1979PresidentSince March 2020Madison and MIA, Head of Multi-Asset Solutions and Portfolio Manager, 2018 Present; Madison Funds and Ultra Series Fund, President, March 2020 - Present; Madison ETFs, President, June 2023 PresentSteve J. Fredricks1970Chief Compliance Officer and Assistant SecretarySince 2018Madison and MIA, Chief Legal Officer, March 2020 Present and Chief Compliance Officer, 2018 Present; Madison Funds and Ultra Series Fund, Chief Compliance Officer and Assistant Secretary, 2018 - Present; Madison ETFs, Compliance Officer and Assistant Secretary, June 2023 Present; Jackson National Asset Management, LLC, Senior Vice President and Chief Compliance Officer, 2005 2018Greg D. Hoppe1969Vice President;Chief Financial OfficerSince March 2020; Since 2019MIH and MIA, Vice President, 1999 - Present; Madison, Vice President, 2009 Present; Madison Funds and Ultra Series Fund, Chief Financial Officer, 2019 - Present; Madison ETFs, Chief Financial Officer and Treasurer, June 2023 Present29Name and Year of BirthPosition(s) Held with FundTerm of Office and Length of Time ServedPrincipal Occupation(s) During Past Five YearsKyle Schalow1995Assistant TreasurerSince July 2024Madison and MIA, Senior Accountant, 2022 - Present; Madison Funds, Ultra Series Fund and Madison ETFs Trust, Assistant Treasurer, July 2024 PresentBaker Tilly US LLP, Senior Accountant, 2018 2022Terri Wilhelm1968Secretary;Assistant SecretarySince July 2024; from 2022 - June 2024Madison and MIA, Senior Compliance Analyst, September 2022 Present; Madison Funds and Ultra Series Fund, Secretary, July 2024 - Present and Assistant Secretary 2022 June 2024; Madison ETFs, Secretary July 2024 - Present and Assistant Secretary, June 2023 July 2024;State of Wisconsin Investment Board, Senior Paralegal, 2017 2022Brandon Redwing1979Assistant Secretary andAnti-Money Laundering OfficerSince July 2024Madison and MIA, Mutual Fund Operations Manager, April 2024 - Present; Madison Funds, Ultra Series Fund and Madison ETFs Trust, Assistant Secretary and Anti-Money Laundering Officer, July 2024 Present. SS&C Technologies, Client Relationship Manager 2020 March 2024Current Board Committees, Leadership Structure and Risk Oversight Committees. The Current Board has determined that the efficient conduct of the trustees affairs makes it desirable to delegate responsibility for certain specific matters to committees of the Current Board. The committees meet as often as necessary, either in conjunction with regular meetings of the trustees or otherwise. The Current Board currently has two standing committees: the Audit Committee and the Nominating and Governance Committee.Audit Committee. The Current Board has an Audit Committee which is comprised of Richard E. Struthers (Chair), Steven P. Riege and Scott C. Jones. In addition to being independent trustees, as defined under the 1940 Act, each of these trustees also meets the additional independence requirements set forth in the NYSE Listed Company rules. The Audit Committee is charged with selecting an independent registered public accounting firm for the Fund and reviewing accounting matters with the Funds independent registered public accounting firm. The Audit Committee 30of the Current Board met four times during the last fiscal year. The Audit Committee presents the following report:The Audit Committee: (i) reviewed and discussed with management of the Fund the audited financial statements of the Fund for the fiscal year ended December 31, 2023; (ii) discussed with the Funds independent registered public accounting firm the matters required to be discussed under Public Company Accounting Oversight Board ("PCAOB") Auditing Standard No. 16, Communications with Audit Committee and all other communications required by other PCAOB Standards or Rules; and (iii) received the written disclosures and the letter from the Funds independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent accountants communications with the Audit Committee concerning the independence of the Funds independent registered public accounting firm. Based on these reviews and discussions, the Audit Committee recommended to the Current Board that the financial statements be included in the Funds Annual Report for the fiscal year ended December 31, 2023 and filed with the SEC.The Audit Committee is governed by a written charter, the most recent version of which was approved by the Current Board on May 23, 2024 (the Audit Committee Charter). In accordance with proxy rules promulgated by the SEC, the Funds Audit Committee Charter is required to be filed at least once every three years as an exhibit to the Funds proxy statement, and was last filed in 2022 as Attachment A to the Funds proxy statement. It is also available on the Funds website at www.madisonfunds.com. You may request a hard copy of the Audit Committee Charter to be mailed to you by calling the Fund toll-free at 1-800-767-0300.Nominating & Governance Committee. The Current Board has a Nominating & Governance Committee which is comprised of Steven P. Riege (Chair), Richard E. Struthers and Scott C. Jones. In addition to being independent trustees, as defined under the 1940 Act, each of these trustees also meets the additional independence requirements set forth in the NYSE Listed Company rules. The Nominating & Governance Committee of the Current Board met four times during the last fiscal year.The Nominating & Governance Committee is governed by a written charter, the most recent version of which was approved by the Current Board on February 22, 2024 (the Nominating & Governance Committee Charter). In accordance with proxy rules promulgated by the SEC, the Funds Nominating & Governance Committee Charter is required to be filed at least once every three years as an exhibit to the Funds proxy statement, and was last filed in 2022 as Attachment B to the Funds proxy statement. It is also available on the Funds website at www.madisonfunds.com. You may request a hard copy of the Nominating & Governance Committee Charter to be mailed to you by calling the Fund toll-free at 1-800-767-0300.As part of its duties, the Nominating & Governance Committee makes recommendations to the full Current Board with respect to candidates for the board. The Nominating & Governance Committee also will consider 31trustee candidates recommended by shareholders. In considering candidates submitted by shareholders, the Nominating & Governance Committee will take into consideration the needs of the board and the qualifications of the candidate. To have a candidate considered by the Nominating & Governance Committee, a shareholder must submit the recommendation in writing and must include the information required by the Procedures for Shareholders to Submit Nominee Candidates, which are set forth in Appendix A to the Nominating & Governance Committee Charter. The shareholder recommendation must be sent to the Funds Secretary, c/o Madison Asset Management, LLC, 550 Science Drive, Madison, Wisconsin 53711.Leadership Structure. The Current Board is relatively small and operates in a collegial atmosphere. Although no member is formally charged with acting as Chair, Mr. Ryan, the President of the Fund, acts as the Chairperson of board meetings. All Current Board members are expected to provide their input into establishing the boards meeting agenda. Likewise, each Current Board meeting contains a standing agenda item for any board member to raise new or additional items he or she believes is important in connection with Fund governance. The Current Board has charged Mr. Riege with acting as the lead independent trustee for purposes of communicating with Madison, the Funds Chief Compliance Officer, counsel to the independent trustees and Fund counsel on matters relating to the Current Board as a whole. The independent trustees often meet in executive session without representatives of Madison present (including meetings with counsel, the Chief Compliance Officer, and the Funds independent public accounting firm).Current Boards Role in Risk Oversight. Madison is responsible for the overall risk management of the Fund, which includes supervising its affiliated and third-party service providers and identifying and mitigating possible events that could adversely impact the Funds business, operations or performance. Risks to the Fund include investment, legal, compliance and regulatory risks, as well as the risk of operational failure or lack of business continuity. The Current Board oversees risk management of the Funds investment programs through the Audit Committee and through oversight by the Current Board itself. The Chief Compliance Officer of the Fund, who reports directly to the independent trustees, provides the Current Board with quarterly updates and a comprehensive annual report regarding the processes and controls in place to address regulatory, compliance, legal and operational risk. The Current Board exercises its oversight in conjunction with Madison, the Funds Chief Compliance Officer, Fund counsel and counsel to the independent trustees by requesting reports and presentations at regular intervals throughout the year. Additionally, the Audit Committee receives periodic reports from the Funds independent accountants. The Current Boards committee structure requires an independent trustee to serve as chair of the Nominating & Governance Committee and the Audit Committee. The Current Board receives regular written reports describing and analyzing the investment performance of the Fund. In addition, the portfolio managers of the Fund meet with the Current Board periodically to discuss portfolio performance and answer the Boards questions with respect to portfolio strategies and risks. The Current Board also receives regular written reports from the Funds Chief Financial Officer that enable the Board to monitor the number of fair valued securities in the Funds portfolio, the reasons for the fair valuation and the methodology used to arrive at the fair value. Such reports 32also include information concerning illiquid securities within the Funds portfolio. The Current Board and/or the Audit Committee may also review valuation procedures and pricing results with the Funds independent auditors in connection with the review of the results of the audit of the Funds year-end financial statements. The Current Board also receives regular compliance reports prepared by the compliance staff of Madison, and meets regularly with the Funds Chief Compliance Officer to discuss compliance issues, including compliance risks. As required under applicable rules, the independent trustees meet regularly in executive session with the Funds Chief Compliance Officer. The Current Board also adopts compliance policies and procedures for the Fund and approves such procedures as appropriate for certain of the Funds service providers. The compliance policies and procedures are specifically designed to detect and prevent violations of the federal securities laws.The Current Board recognizes that it is not possible to identify all of the risks that may affect the Fund or to develop processes and controls to eliminate or mitigate their occurrence or effects. The Current Board periodically reviews the effectiveness of its oversight of the Fund and the processes and controls in place to limit identified risks. The Current Board may, at any time and in its discretion, change the manner in which it conducts its risk oversight role.Given the small size of the Current Board, its committee structure, the openness of Current Board meetings to active input by all Current Board members, its utilization of executive sessions, the role of the lead independent trustee and the Current Boards quarterly focus on compliance and risk management, the Current Board has determined that its current leadership structure is appropriate for the protection of Fund investors.New Board Proposed Committees, Leadership Structure and Risk Oversight Committees. It is expected that the New Board will establish two standing committees, an Audit Committee and a Governance Committee. The committees are expected to meet as often as necessary, either in conjunction with regular meetings of the trustees or otherwise.Audit Committee. The Audit Committee will be generally responsible for reviewing and evaluating issues related to the accounting and financial reporting policies and internal controls of the Fund and, as appropriate, the internal controls of certain service providers, overseeing the quality and objectivity of the Funds financial statements and the audit thereof and acting as a liaison between the New Board and the Funds independent registered public accounting firm. It is expected that the Audit Committee will be composed entirely of independent trustees. The Audit Committee will be governed by a written Audit Committee Charter, which will be approved by the New Board at its first meeting. Once approved, a copy of the Audit Committee Charter will be available on the Funds website at www.xainvestments.com.Governance Committee. The Governance Committee will be responsible for recommending qualified candidates to the New Board in the event that a position is vacated or created. In considering trustee nominee candidates, the Governance Committee will take into account a wide variety of factors, including the overall diversity of the New Boards composition. It is expected that the Governance Committee will be composed entirely of 33independent trustees. It is anticipated that the Governance Committee will consider recommendations by shareholders if a vacancy were to exist. In considering candidates recommended to the Governance Committee by shareholders, the Governance Committee will take into consideration the needs of the New Board and the qualifications of the candidate. The Governance Committee may also take into consideration the number of shares held by the recommending shareholder and the length of time that such shares have been held. In order to be considered, following the Closing Date, such recommendations should be forwarded to the Secretary of the Fund, c/o XA Investments LLC, 321 North Clark Street, Suite 2430, Chicago, Illinois 60654. The Governance Committee will be governed by a written Governance Committee Charter, which will be approved by the New Board at its first meeting. Once approved, a copy of the Governance Committee Charter will be available on the Funds website at www.xainvestments.com.Leadership Structure. The primary responsibility of the New Board will be to represent the interests of the Fund and its shareholders, and to provide oversight of the management of the Fund. The New Board will be comprised of five trustees, four of whom (including the chairperson) are independent trustees and one of whom is an interested trustee. Generally, the New Board will act by majority vote of all the trustees, including a majority vote of the independent trustees if required by applicable law.It is proposed that Mr. Dingens will be appointed as the independent chairperson, who will preside at meetings of the New Board and who will be responsible for, among other things, setting the tone of New Board meetings and seeking to encourage open dialogue and independent inquiry among the New Trustees and management. The New Board will meet regularly four times each year to discuss and consider matters concerning the Fund, and also hold special meetings to address matters arising between regular meetings. Regular meetings generally will take place in-person; other meetings may take place in-person or by telephone. The New Board will establish two standing committees (as described above) and will delegate certain responsibilities to those committees, each of which will be comprised solely of independent trustees. The New Board and its committees will meet periodically throughout the year to oversee the Funds activities, review contractual arrangements with service providers, review the Funds financial statements, oversee compliance with regulatory requirements, and review performance. The independent trustees will be represented by independent legal counsel at board and committee meetings and will regularly meet outside the presence of Fund management. The New Board believes that this leadership structure, including an independent chairperson, a supermajority of independent trustees and committee membership limited to independent trustees, is appropriate in light of the characteristics and circumstances of the Fund.New Boards Role in Risk Oversight. The New Board will oversee risk directly and through the committee structure it intends to establish. As described above, the New Board expects to establish an Audit Committee and a Governance Committee to assist in its oversight functions, including its oversight of the risks of the Fund. Each committee will report its activities to the New Board on a regular basis. The New Board intends to adopt and periodically review policies, procedures and controls designed to address different types of risks, including, among others, investment risk, liquidity risk, operational risk, and valuation risk, as well as the overall business risk 34relating to the Fund. The New Board will also oversee the implementation of a variety of processes, procedures and controls by the Fund, XAI, Madison and other service providers to the Fund to address various risks. In addition, as part of the New Boards anticipated periodic review of the Funds service provider agreements, including agreements with XAI and Madison, the New Board may consider risk management aspects of the service providers operations and the functions for which they are responsible.The New Board will appoint a Chief Compliance Officer for the Fund, who will oversee the development of compliance policies and procedures of the Fund that are reasonably designed to minimize the risk of violations of the federal securities laws. The Chief Compliance Officer will report directly to the New Boards independent trustees, and will provide presentations to the New Board at its quarterly meetings and an annual report on the application of the compliance policies. The New Board will discuss relevant risks affecting the Fund with the Chief Compliance Officer at these meetings. The New Board will approve compliance policies and will review the Chief Compliance Officers reports. Further, the New Board will annually review the effectiveness of the compliance policies, as well as the appointment and compensation of the Chief Compliance Officer.The New Board will require officers of the Fund to report to the New Board on a variety of matters at regular and special meetings of the New Board and its committees, as applicable, including matters relating to risk management. The Audit Committee will also receive reports from the Funds independent registered public accounting firm on internal control and financial reporting matters. In addition, the New Board will receive reports from XAI and Madison on the investments and securities trading of the Fund. The New Board will also require XAI and Madison to report to the New Board on other matters relating to risk management on a regular and as-needed basis.Board CompensationThe following table sets forth the compensation paid to each member of the Current Board by the Fund for the Funds fiscal year ended December 31, 2023. In addition, all independent trustees are reimbursed for reasonable travel and out-of-pocket expenses incurred to attend meetings of the Current Board or its committees. The Funds interested trustees and officers receive no compensation from the Fund for performing the duties of their office. 35Trustee NameAggregate Compensationfrom FundTotal Compensation from Fund and Madison Fund Complex(1)Scott C. Jones$12,000$74,000Steven P. Riege(2)$13,000$123,000Richard E. Struthers$12,000$115,000(1) The term Madison Fund Complex refers to (i) the Madison Funds with 15 portfolios, (ii) the Ultra Series Fund with 14 portfolios, (iii) the Madison ETFs Trust with 4 active portfolios, and (iv) the Fund. (2) As lead independent trustee, Mr. Riege receives an additional $8,000 from the Madison Fund Complex, $1,000 of which is allocated to the Fund.Board Transactions with Fund AffiliatesAs of the date hereof, none of the independent trustees on the Current Board, the nominees for independent trustee on the New Board, nor their immediate family members owned beneficially or of record any securities of Madison, XAI, or any of their affiliates. In addition, during the past five years, neither the independent trustees on the Current Board, the nominees for independent trustee on the New Board, nor members of their immediate families, had a direct or indirect interest, the value of which exceeds $120,000, in Madison, XAI, or any of their affiliates. Likewise, since the beginning of the last two completed fiscal years of the Fund, neither the independent trustees on the Current Board, the nominees for independent trustee on the New Board, nor members of their immediate families had a direct or indirect interest in any transaction or series of transactions, the value of which exceeds $120,000 and to which any of the following persons was (or is to be) a party: (i) the Fund, (ii) any officer of the Fund, or (iii) Madison, XAI, or any of their affiliates. Consequences of Shareholders not approving the New BoardIf the New Board is not approved by shareholders, the Fund will abandon all three Proposals, and Madison will continue to serve as the investment adviser of the Fund and the Current Board will continue to oversee the Fund. Recommendation of the Board of TrusteesFor the reasons set forth above, the Current Board recommends that shareholders of the Fund vote FOR each New Trustee.36ADDITIONAL INFORMATIONInformation about the FundThe Fund is a closed-end management investment company organized as a Delaware statutory trust. Madison Asset Management, LLC is the investment adviser to the Fund. Madisons principal office is located at 550 Science Drive, Madison, Wisconsin 53711. In addition to investment management services, under the Existing Advisory Agreement, Madison is also responsible for managing the Funds administrative affairs under an Existing Services Agreement, and in this capacity, oversees State Street Bank and Fund Company (State Street), which currently serves as sub-administrator to the Fund. State Streets address is 801 Pennsylvania Avenue, Kansas City, Missouri 64105. The Funds current custodian is State Street, and its current transfer agent is Computershare, 150 Royall Street, Suite 101, Canton, MA 02021. The Fund does not place any brokerage transactions with any affiliates of Madison. XA Investments LLC is proposed to be the new investment adviser to the Fund as a result of the Transaction, with Madison serving as the subadviser to the Fund. XAIs principal office is located at 321 North Clark Street, Suite 2430, Chicago, Illinois 60654. Information about MadisonMadison Asset Management, LLC was founded in 1974, and is a direct, wholly-owned (100% owned) subsidiary of Madison Investment Holdings (MIH), the ultimate corporate parent of Madison. Both Madisons and MIH's principal office is located at 550 Science Drive, Madison, Wisconsin 53711. As of May 31, 2024, Madison and its affiliates managed approximately $25.7 billion in assets, including open-end mutual funds, separately managed accounts and wrap accounts. Exhibit B contains information with respect to other funds managed by Madison which have a similar investment objective as the Fund. The mailing address of principal officers and directors of MIH is 550 Science Drive, Madison, Wisconsin 53711. Information regarding the principal executive officers and directors of Madison is as follows: NameTitle/Principal OccupationSteven CarlChairman of the Board and Board Member of MIH; (Principal Executive Officer; Chief Distribution Officer)Paul LefurgeyBoard Member of MIH(Retired)Frank BurgessBoard Member of MIH(Retired)Richard EisingerBoard Member of MIH(Head of Equities, Portfolio Manager)Information about XAIXA Investments LLC was founded in 2016 by XMS Capital Partners. XAIs principal office is located at 321 North Clark Street, Suite 2430, Chicago, Illinois 60654. As of May 31, 2024, XAI and its affiliates managed $681 million in assets, including two closed-end funds. XAI also provides investment fund restructuring and consulting services focused on closed-end 37funds. Exhibit B contains information with respect to other funds managed by XAI which have a similar investment objective as the Fund. Information regarding the principal executive officers and directors of XAI is as follows:NameTitleJohn Yogi SpenceCo-Chief Executive OfficerTheodore F. BrombachCo-Chief Executive OfficerKimberly Ann FlynnPresidentBenjamin D. McCullochGeneral Counsel & Managing DirectorKevin B. DavisManaging Director & Head of SalesInformation about Independent Registered Public Accounting FirmFor the fiscal years ended December 31, 2022 and December 31, 2023, and the current fiscal year ending December 31, 2024, Deloitte & Touche LLP (D&T) has been selected as the Funds independent registered public accounting firm by the Audit Committee of the Fund to audit the accounts of the Fund. The Fund does not know of any direct or indirect financial interest of D&T in the Fund. Representatives of D&T will not be in attendance at the Meeting.Audit Fees. The aggregate fees billed to the Fund by D&T for professional services rendered for the audit of the Funds annual financial statements for the Funds fiscal years ended December 31, 2022 and December 31, 2023 were approximately $23,950 and $24,450, respectively.Audit-Related Fees. The aggregate fees billed by D&T and approved by the Audit Committee of the Fund for the Funds fiscal years ended December 31, 2022 and December 31, 2023 for assurance and related services reasonably related to the performance of the audit of the Funds annual financial statements were $0 and $0, respectively. D&T did not perform any other assurance and related services that were required to be approved by the Funds Audit Committee for such periods.Tax Fees. The aggregate fees billed by D&T and approved by the Audit Committee of the Fund for the Funds fiscal years ended December 31, 2022 and December 31, 2023 for professional services rendered for tax compliance, tax advice, and tax planning were approximately $4,652 and $4,799, respectively (such fees relate to tax services provided by D&T in connection with the review of the Funds tax returns). D&T did not perform any other tax compliance or tax planning services or render any tax advice that was required to be approved by the Funds Audit Committee for such periods.All Other Fees. Other than those services described above, D&T did not perform any other services on behalf of the Fund for the Funds fiscal years ended December 31, 2022 and December 31, 2023.Audit Committees Pre-Approval Policies and Procedures. As noted above, the Audit Committee is governed by the Audit Committee Charter, which includes Pre-Approval Policies and Procedures. The Audit Committee of the Fund has (i) pre-approved all audit and non-audit services provided by D&T to the Fund, and (ii) all non-audit services provided by D&T to Madison, or any entity controlling, controlled by, or under common control with Madison that provides ongoing services to the Fund which are related to the operations of the Fund (of which there were none), for the fiscal years ended December 3831, 2022 and December 31, 2023. None of the services described above for the Funds fiscal years ended December 31, 2022 and December 31, 2023 were approved by the Audit Committee pursuant to the pre-approval exception under Rule 2-01(c)(7)(i)(c) of Regulation S-X promulgated by the SEC.Voting InformationGeneral; Record Date. The record holders of the outstanding shares of the Fund as of the close of business on July 22, 2024 (the Record Date) are entitled to vote at the Meeting and any adjournment or postponement thereof. Each shareholder is entitled to one vote per share and a fractional vote with respect to fractional shares. Whether you expect to be personally present at the Meeting or not, we encourage you to vote by proxy. You can do this by phone or the Internet or by completing, dating, signing, and returning the accompanying proxy card using the enclosed postage prepaid envelope. By voting by proxy, your shares will be voted as you instruct. If no choice is indicated, your shares will be voted FOR each Proposal, and in the discretion of the persons named as proxies on such other matters that properly may come before the Meeting.Any shareholder giving a proxy may revoke it at any time before it is exercised at the Meeting by submitting to the Secretary of the Fund a written notice of revocation or a subsequently signed proxy card (i.e., a later-dated proxy), or by attending the Meeting and voting in person. A prior proxy can also be revoked by proxy voting again through the website or toll-free number noted on the enclosed proxy card. Proxy cards and written notices of revocation must be received by the Fund prior to the Meeting. If not so revoked, the shares represented by the proxy will be voted at the Meeting and any postponements or adjournments of the Meeting. Attendance by a shareholder at the Meeting does not by itself revoke a proxy.As of the Record Date, the Fund had 21,087,537 shares issued and outstanding.Solicitation of Proxies and Related Costs. The solicitation of proxies will occur principally by mail. In addition to solicitation by mail, certain officers and representatives of the Fund and officers and employees of Madison (who will receive no extra compensation for their services) and representatives of the Funds proxy solicitor, Computershare, may solicit proxies by telephone, the Internet, facsimile, letter, or other electronic means. If instructions are recorded by telephone, the person soliciting the proxies will use procedures designed to authenticate shareholders identities to allow shareholders to authorize the voting of their shares in accordance with their instructions, and to confirm that a shareholders instructions have been properly recorded.The expenses incurred in connection with preparing the Proxy Statement and its enclosures and all related legal and proxy solicitation expenses will be paid by Madison and/or XAI. These expenses are estimated to be approximately $250,000.Quorum. In order for a vote on any Proposal to be taken at the Meeting, there must exist a quorum of shareholders of the Fund eligible to vote on such Proposal. To have a quorum, the holders of a majority of the shares entitled to vote on each Proposal must be present in person or by proxy at the Meeting. 39For this purpose, whether a quorum exists is determined on a Proposal-by-Proposal basis.Abstentions and Broker Non-Votes. For purposes of determining the presence of a quorum for each Proposal, abstentions and broker non-votes are treated as present. Broker non-votes occur when a nominee holding shares for a beneficial owner does not vote on a Proposal because the nominee does not have discretionary voting powers with respect to that Proposal and has not received instructions from the beneficial owner. Abstentions and broker non-votes have the effect of a vote against Proposals 1 and 2, while abstentions and broker non-votes have no effect on the outcome of Proposal 3. Adjournment. It may become necessary from time to time to adjourn the Meeting in order to allow more time to solicit additional proxies, as necessary, if there are insufficient votes at the time of the Meeting to constitute a quorum or to approve any Proposal. Under the Funds governing documents, any meeting of shareholders, whether or not a quorum is present, may be adjourned from time to time by: (i) the vote of the majority of the shares represented at that meeting, either in person or by proxy; or (ii) in his or her discretion by the chairperson of the meeting. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting. Accordingly, if a quorum is not present at the Meeting with respect to any Proposal, it is expected that the holders of proxies will vote to authorize the adjournment of the Meeting with respect to such Proposal(s) in order to solicit additional proxies. Even if a quorum is present at the Meeting with respect to some or all Proposals, but there are insufficient votes to approve a Proposal, it is also expected that the holders of proxies will vote to authorize the adjournment of the Meeting to solicit additional proxies with respect to such Proposal(s). If the Meeting is adjourned, the adjourned meeting must be held not later than 180 days after the Record Date and may be held without further notice, other than an announcement at the Meeting in accordance with the Funds governing documents and as permitted under Delaware law. Votes Required to Pass the ProposalsProposal 1. In order for the New Advisory Agreement to be approved, it must be approved by the holders of a majority of the outstanding voting securities of the Fund. The term majority of the outstanding voting securities (as defined in the 1940 Act and used in this Proxy Statement) means: the affirmative vote of the lesser of (i) 67% or more of the voting securities of the Fund present at the Meeting if more than 50% of the outstanding voting securities of the Fund are present in person or by proxy, or (ii) more than 50% of the outstanding voting securities of the Fund. Proposal 2. In order for the New Subadvisory Agreement to be approved, it must be approved by the holders of a majority of the outstanding voting securities of the Fund, using the same definition of this term described above regarding Proposal 1. Proposal 3. In order for the New Trustees to be elected, the entire slate of nominees must be approved by the affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote at the Meeting. Votes withheld will have the same effect as a vote against the Proposal.Please note that if you sign, date, and return the proxy card, but do not specify a vote on each Proposal, your shares will be voted in favor of each Proposal, and in the discretion of the proxies named therein with respect to any other 40business that may properly come before the Meeting or any postponements or adjournments thereof. IMPORTANT: Each Proposal must be approved in order for the Fund to move forward with any of the Proposals. If shareholders do not approve one of the Proposals, the Fund will abandon all three Proposals, and Madison will continue to serve as the investment adviser of the Fund and the Current Board will continue to oversee the Fund. No Dissenters RightsShareholders have no rights under applicable law or the Funds Declaration of Trust or Bylaws to exercise dissenters rights of appraisal with respect to any Proposal.Summary of Certain Aspects of Delaware Control Share Acquisition StatuteThe Fund is subject to the control share acquisition statute (the Control Share Statute) contained in Subchapter III of the Delaware Statutory Trust Act (the DSTA), which became automatically applicable to listed closed-end funds, such as the Fund.The Control Share Statute provides for a series of voting power thresholds above which shares are considered control beneficial interests (referred to here as control shares). Once a threshold is reached, an acquirer has no voting rights under the DSTA with respect to shares acquired in excess of that threshold (i.e., the control shares) unless approved by shareholders of the Fund or exempted by the Board. The Control Share Statute provides procedures for an acquirer to request a shareholder meeting for the purpose of considering whether voting rights shall be accorded to control shares.The foregoing is only a summary of certain aspects of the Control Share Statute. Some uncertainty around the application under the 1940 Act of state control share statutes exists as a result of recent federal and state court decisions that have found that certain control share acquisition provisions violate the 1940 Act.Security Ownership of Management, Trustees and Principal ShareholdersAs of the Record Date, to the best of the knowledge of the Fund, no trustee or officer of the Fund beneficially owned 1% or more of the outstanding shares of the Fund, and the trustees and the officers of the Fund, as a group, beneficially owned less than 1% of the outstanding shares of the Fund. The Current Board is not aware of any arrangements, the operation of which may result in a change in control of the Fund. The following table shows the dollar range of the Funds equity securities that are beneficially owned* by each member of the Current Board and the existing officers as of the Record Date. As of the same date, the nominees for New Trustee did not hold any equity securities of the Fund. * Beneficial Ownership is determined in accordance with Section 16a-1(a)(2) of the Exchange Act.41Trustee/Officer NameDollar Range of Beneficially-Owned Securities of the FundAggregate Dollar Range of Beneficially-Owned Securities of the Madison Fund Complex(1)Scott C. JonesNoneOver $100,000Steven P. RiegeNone$10,001 - $50,000Richard E. StruthersNone$10,001 - $50,000Jill M. Friedow$0 - $10,000$50,001 - $100,000Patrick F. RyanNoneOver $100,000Steve J. FredricksNone$50,001 - $100,000Greg D. HoppeNoneOver $100,000Brandon RedwingNone$1 - $10,000Kyle SchalowNoneNoneTerri WilhelmNoneNone(1) The term Madison Fund Complex refers to (i) the Madison Funds with 15 portfolios, (ii) the Ultra Series Fund with 14 portfolios, (iii) the Madison ETFs Trust with 4 active portfolios, and (iv) the Fund.As of the Record Date, to the knowledge of the Fund, no person owned of record or owned beneficially more than 5% of the voting securities of the Fund.Section 16 Beneficial Ownership Reporting ComplianceSection 16(a) of the Exchange Act and Section 30(h) of the 1940 Act require the Funds executive officers and trustees, certain officers of the Funds investment adviser, affiliated persons of the investment adviser, and persons who beneficially own more than 10% of the Funds shares to file certain reports of ownership (Section 16 filings) with the SEC and the NYSE. Based upon the Funds review of the copies of such forms effecting the Section 16 filings received by it, the Fund believes that for Funds fiscal year ended December 31, 2023, all filings applicable to such persons were completed and filed in a timely manner.HouseholdingThe SEC has adopted rules that permit investment companies, such as the Fund, to satisfy delivery requirements for proxy statements with respect to two or more shareholders sharing the same address by delivering a single proxy statement addressed to those shareholders. This process, which is commonly referred to as householding, could result in extra convenience and cost savings for the Fund and its shareholders.If possible, depending on shareholder registration and address information, and unless you have otherwise opted out, only one copy of this Proxy Statement will be sent to shareholders at the same address. However, each shareholder will receive separate proxy cards. If you currently receive multiple copies of proxy statements or shareholder reports and would like to request to receive a single copy of documents in the future, please contact your financial services firm.42Shareholder Proposals for Subsequent MeetingsShareholder proposals intended for inclusion in the Funds proxy statement in connection with the Funds 2025 Annual Meeting of Shareholders pursuant to Rule 14a-8 under the Exchange Act, must be received by the Fund at its principal executive offices by February 12, 2025. In order for the proposals made outside of Rule 14a-8 under the Exchange Act to be considered timely within the meaning of Rule 14a-4(c) under the Exchange Act, such proposals much be received by the Fund at its principal executives offices not later than the close of business on May 3, 2025, nor earlier than the close of business on April 3, 2025. The timely submission of a proposal does not guarantee its inclusion. Whether a proposal is included in a proxy statement will be determined in accordance with applicable federal and state laws, as well as the Funds governing documents.Other Matters to Come Before the MeetingNo business other than the Proposals described in this Proxy Statement are expected to come before the Meeting, but should any other matter requiring a vote of shareholders arise, the persons named as proxies will vote thereon in their discretion according to their best judgment in the interests of the Fund and its shareholders.Dated: August 7, 2024PLEASE COMPLETE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED ENVELOPE. YOU MAY ALSO VOTE BY INTERNET OR TELEPHONE IN ACCORDANCE WITH THE INSTRUCTIONS SET FORTH ON THE ENCLOSED PROXY CARD.43EXHIBIT ANEW INVESTMENT ADVISORY AGREEMENTINVESTMENT ADVISORY AGREEMENTINVESTMENT ADVISORY AGREEMENT (the Agreement), dated as of [ ], 2024 between Madison Covered Call and Equity Strategy Fund, a Delaware statutory trust (the Trust), and XA Investments LLC, a Delaware limited liability company (the Adviser).WHEREAS, the Adviser has agreed to furnish investment management and advisory services to the Trust, a closed-end management investment company registered under the Investment Company Act of 1940, as amended (the 1940 Act);WHEREAS, the Adviser is a registered investment adviser under the Investment Advisers Act of 1940, as amended (the Advisers Act); WHEREAS, this Agreement has been approved in accordance with the provisions of the 1940 Act, and the Adviser is willing to furnish such services upon the terms and conditions herein set forth; andNOW, THEREFORE, in consideration of the mutual premises and covenants herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged, it is agreed by and between the parties hereto as follows:1. Appointment(a) The Trust hereby appoints the Adviser to act as the investment adviser to the Trust and to furnish the management and investment advisory services described herein, for the period and upon the terms herein set forth.(b) The Adviser hereby agrees, all as more fully set forth herein, to act as investment adviser to the Trust with respect to the investment of the Trusts assets and to supervise and arrange for the day-to-day operations of the Trust and the purchase of securities for and the sale of securities held in the investment portfolio of the Trust.(c) The Adviser for all purposes in this Agreement will be deemed to be an independent contractor and, unless otherwise expressly provided or authorized in this Agreement, will have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. 2. Duties and Obligations of the Adviser with Respect to Investment of Assets of the Trust. (a) Subject to the direction and control of the Trusts Board of Trustees, the Adviser shall:(i) act as investment adviser for and supervise and manage the investment and reinvestment of the Trusts assets and, in connection therewith, have complete discretion in purchasing and selling securities and other assets for the Trust and in voting, exercising consents and exercising all other rights appertaining to such securities and other A-1assets on behalf of the Trust; (ii) supervise the investment program of the Trust and the composition of its investment portfolio; and (iii) arrange, subject to the provisions of Section 5 hereof, for the purchase and sale of securities and other assets held in the investment portfolio of the Trust. (b) In performing its duties under this Section 2, the Adviser may delegate some or all of its duties and obligations under this Agreement to one or more investment sub-advisers; provided, however, that any such delegation shall be pursuant to an agreement with terms agreed upon by the Trust and approved in a manner consistent with the 1940 Act and provided, further, that no such delegation shall relieve the Adviser from its duties and obligations of management and supervision of the management of the Trusts assets pursuant to this Agreement and to applicable law.(c) The Adviser shall maintain business continuity, cybersecurity, disaster recovery and backup capabilities and facilities in keeping with industry standards and Securities and Exchange Commission (SEC) requirements through which the Adviser will be able to perform its obligations hereunder with minimal disruptions or delay. (d) To the extent prohibited by Regulation S-P, the Adviser and its affiliates will not disclose any non-public personal information, as defined in Regulation S-P, received from the Trust regarding any shareholder unless in accordance with an exception under Regulation S-P, or as otherwise may be permitted by law. The Adviser represents and warrants that, in accordance with applicable state privacy laws and Regulation S-P, it has implemented safeguards by adopting policies and procedures reasonably designed to: (i) insure the security and confidentiality of records and non-public personal information of shareholders; (ii) protect against any anticipated threats or hazards to the security or integrity of shareholder records and non-public personal information; and (iii) protect against unauthorized access to or use of such shareholder records or non-public personal information that could result in substantial harm or inconvenience to any shareholder. The Adviser shall treat confidentially all records of the Trust and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where the Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or (ii) when so requested by the Trust.(e) The Adviser acknowledges that, in compliance with the Bank Secrecy Act, as amended, the USA PATRIOT Act, and any implementing regulations thereunder (together, the AML Laws), the Trust has adopted anti-money laundering policies and procedures (the AML Policies). The Adviser agrees to comply with the Trusts AML Policies and the AML Laws, as the same may apply to the Adviser, now and in the future, and understands and agrees that the Trust may disclose information regarding the Adviser to governmental and/or regulatory or self-regulatory authorities to the extent required by applicable law or regulation and may file reports with such authorities as may be required by such law or regulation.A-2(f) The Adviser shall provide such information as may reasonably be requested by the Board under Section 15(c) of the 1940 Act in connection with its annual consideration of this Agreement.3. Duties and Obligations of the Adviser with Respect to the Management of the TrustThe Adviser shall perform the management services necessary for the operation of the Trust, including providing the Trust necessary personnel and such other services as the Adviser, subject to review by the Board of Trustees, from time to time shall determine to be necessary or useful to perform its obligations under this Agreement. The Adviser, also on behalf of the Trust, shall conduct relations with administrators, custodians, depositories, transfer agents, pricing agents, investor support service providers, investor relations providers, dividend disbursing agents, other shareholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable.4. Covenants(a) In the performance of its duties under this Agreement, the Adviser shall at all times conform to, and act in accordance with, any requirements imposed by:(i) the provisions of the 1940 Act and the Advisers Act and all applicable Rules and Regulations of the SEC; (ii) any other applicable provision of law; (iii) the provisions of this Agreement and Declaration of Trust and By-Laws of the Trust, as such documents are amended from time to time; (iv) the investment objective, policies and restrictions of the Trust as set forth in its Registration Statement on Form N-2; and (v) any policies and determinations of the Board of Trustees of the Trust.(b) The Adviser will maintain a written code of ethics (the Code of Ethics) pursuant to Rule 17j-1 under the 1940 Act, a copy of which will be provided to the Trust, and will institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Adviser will follow such Code of Ethics in performing its services under this Agreement.(c) The Adviser will maintain compliance policies and procedures adopted pursuant to Rule 206(4)-7 under the Advisers Act and Rule 38a-1 under the 1940 Act, a copy of which will be provided to the Trust, and follow such compliance policies and procedures in performing its services under this Agreement; and(d) The Adviser will cooperate with the chief compliance officer of the Trust in connection with the implementation and operation of the Trusts compliance policies and procedures adopted pursuant to Rule 38a-1 under the 1940 Act, and will prepare necessary reports and provide the Trusts chief compliance officer with access to information reasonably necessary for the Trust to comply with Rule 38a-1.A-35. Portfolio Transactions(a) In the performance of its duties under this Agreement, the Adviser will place orders either directly with the issuer or with any broker or dealer. Subject to the other provisions of this paragraph, in placing orders with brokers and dealers, the Adviser will attempt to obtain the best price and the most favorable execution of its orders, and all such brokerage placement shall be made in compliance with Section 28(e) of the Securities Exchange Act of 1934, as amended. In placing orders, the Adviser will consider the experience and skill of the firms securities traders as well as the firms financial responsibility and administrative efficiency. Consistent with this obligation, the Adviser may select brokers on the basis of the research, statistical and pricing services they provide to the Trust and other clients of the Adviser. Information and research received from such brokers will be in addition to, and not in lieu of, the services required to be performed by the Adviser hereunder. A commission paid to such brokers may be higher than that which another qualified broker would have charged for effecting the same transaction, provided that the Adviser determines in good faith that such commission is reasonable in terms either of the transaction or the overall responsibility of the Adviser to the Trust and its other clients and that the total commissions paid by the Trust will be reasonable in relation to the benefits to the Trust over the long-term. In no instance, however, will the Trusts securities be purchased from or sold to the Adviser, or any affiliated person thereof, except to the extent permitted by the SEC or by applicable law.(b) At the request of the Board of Trustees of the Trust, the Adviser will identify and provide a written description to the Board of Trustees of soft dollar arrangements that the Adviser maintains with respect to the Trust or with brokers or dealers that execute transactions for the Trust, and of research and other services provided to the Adviser by a broker or dealer (whether prepared by such broker or dealer or by a third party) as a result, in whole or in part, of the direction of Trust transactions to the broker or dealer. (c) From time to time, the Adviser or brokers or dealers affiliated with it may find themselves in a position to buy for certain of their clients (each an Account) securities which the Advisers investment advisory clients wish to sell, and to sell for certain of their clients securities which other advisory clients wish to buy. Where one of the parties is an advisory client, the Adviser or the affiliated broker or dealer cannot participate in this type of transaction (known as a cross transaction) on behalf of an advisory client and retain commissions from one or both parties to the transaction without the advisory clients consent. This is because in a situation where the Adviser is making the investment decision (as opposed to a brokerage client who makes his own investment decisions), and the Adviser or an affiliate is receiving commissions from both sides of the transaction, there is a potential conflicting division of loyalties and responsibilities on the Advisers part regarding the advisory client. The SEC has adopted a rule under the Advisers Act that permits the Adviser or its affiliates to participate on behalf of an Account in agency cross transactions if the advisory client has given written consent in advance. By execution of this Agreement, the Trust authorizes the Adviser or its affiliates to participate in agency cross transactions involving an Account. The Trust may revoke its consent at any time by written notice to the Adviser.A-46. ConfidentialityEach of the Trust and the Adviser acknowledge and agree that pursuant to this Agreement, either party may have access to the other partys confidential and proprietary information and materials concerning or pertaining to the others business. Each party will receive and hold such information in the strictest confidence, and acknowledge, represent, and warrant that it will use its best efforts to protect the confidentiality of this information. Each party agrees that, without the prior written consent of the other party, which approval shall not be unreasonably withheld, they will not use, copy, or divulge to third parties or otherwise use, except in accordance with the terms of this Agreement, any information obtained from or through the other party in connection with this Agreement; provided, however, this covenant shall not apply to information (i) which is in the public domain now or when it becomes in the public domain in the future, other than by reason of a breach of this Agreement, (ii) which has come to either party from a lawful source not bound to maintain the confidentiality of such information, other than from the other party or an affiliate or representative of that party, (iii) disclosures which are required by law, regulatory authority, regulation or legal process or are made to any regulatory agency in the normal course of an examination, audit or investigation involving such party, or (iv) disclosure as reasonably necessary in the course of business to third parties subject to a duty to maintain the confidentiality of the information.7. Services Not Exclusive(a) Nothing in this Agreement shall prevent the Adviser or any officer, employee or other affiliate thereof from acting as investment adviser for any other person, firm or corporation, or from engaging in any other lawful activity, and shall not in any way limit or restrict the Adviser or any of its officers, employees or agents from buying, selling or trading any securities for its or their own accounts or for the accounts of others for whom it or they may be acting; provided, however, that the Adviser will undertake no activities which, in its judgment, will adversely affect the performance of its obligations under this Agreement.(b) The Adviser may manage other investment accounts and funds, including those with investment objectives similar to the Trust. Securities considered as investments for the Trust may also be appropriate for other investment accounts and funds that may be managed by the Adviser. Subject to applicable laws and regulations, the Adviser will attempt to allocate equitably portfolio transactions among the portfolios of its other investment accounts and funds purchasing securities whenever decisions are made to purchase or sell securities by the Trust and one or more of such other accounts or funds simultaneously. In making such allocations, the main factors to be considered by the Adviser will be the respective investment objectives of the Trust and such other accounts and funds, the relative size of portfolio holdings of the same or comparable securities, the availability of cash for investment by the Trust and such other accounts and funds, the size of investment commitments generally held by the Trust and such accounts and funds, and the opinions of the persons responsible for recommending investments to the Trust and such other accounts and funds. 8. Books and Records(a) The Adviser undertakes and agrees to maintain or cause others to maintain, in the form and for the period required by Rule 31a-2 A-5under the 1940 Act, all records relating to the Trusts investments that are required to be maintained by the Trust pursuant to the 1940 Act with respect to the Advisers responsibilities under this Agreement for the Trust, and which are not otherwise maintained by the administrator, fund accounting agent, custodian or other service providers to the Trust.(b) In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Adviser hereby agrees that all records which it maintains for the Trust are the property of the Trust and further agrees to surrender promptly to the Trust any such records upon the Trusts request. 9. CustodyNothing in this Agreement will require the Adviser to take or receive physical possession of cash, securities, or other investments of the Trust. 10. Expenses(a) During the term of this Agreement, the Adviser will bear all costs and expenses of its employees and any overhead incurred in connection with its duties hereunder, except as provided pursuant to paragraph (c) of this Section 10, and shall bear the costs of any salaries or trustees fees of any officers or trustees of the Trust who are affiliated persons (as defined in the 1940 Act) of the Adviser.(b) The Trust will bear all other costs, fees and expenses of its operations and transactions, including those relating to: (1) organization; (2) calculation of the Trusts net asset value (including the cost and expenses of any independent valuation firm, agent or other provider); (3) expenses payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for the Trust and in monitoring the Trusts investments; (4) interest payable on indebtedness and dividends and distributions on preferred shares, as applicable, if any, incurred to finance the Trusts investments; (5) offerings of the Trusts common shares and other securities (including, all fees, costs and expenses related thereto); (6) fees payable to third parties, including agents, legal counsel, consultants or other advisors, relating to, or associated with, evaluating and making investments; (7) administrator, transfer agent and custodian fees; (8) federal and state registration fees; (9) all costs of registration and listing the Trusts shares on any securities exchange; (10) federal, state and local taxes; (11) independent trustees fees and expenses; (12) costs of preparing and filing reports or other documents required by governmental bodies (including the SEC), including printing costs; (13) costs of any reports, proxy statements or other notices to shareholders, including printing costs; (14) insurance premiums for fidelity bond and other insurance coverage, including the Trusts allocable portion of the fidelity bond, trustees and officers errors and omissions liability insurance, including independent trustees liability insurance, and any other insurance premium; (15) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; (16) brokerage commissions, assignment fees and other costs in connection with the purchase, holding or sale of securities and other investment instruments (including, without limitation, security settlement costs); (17) expenses incidental to holding meetings of the Trusts shareholders, including proxy solicitations therefor; provided, however, that the Trust will not bear such expenses with respect to any meeting of the Trusts shareholders held for the purpose of seeking shareholder approval of a new investment advisory agreement in connection A-6with a change of control of the Adviser; (18) unusual, non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust is a party and legal obligations that the Trust may have to indemnify the Trusts directors, officers and/or employees or agents with respect to these actions, suits or proceedings; and (19) all other expenses incurred by the Trust in connection with administering the Trusts business.(c) The Trust may, if and to the extent approved by the Board of Trustees, including a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, from time to time reimburse the Adviser for certain costs and expenses incurred by the Adviser in connection with the management of the Trusts assets, which may include the Trusts allocable share of portfolio management and trading software costs, research expenses (including modeling and analytic software costs), diligence expenses and out-of-pocket travel costs incurred in connection with the management of the Trusts assets. For the avoidance of doubt, in no event shall expenses associated with the general overhead of the Adviser be reimbursed by the Trust.11. Compensation of the Adviser(a) The Trust agrees to pay to the Adviser and the Adviser agrees to accept as full compensation for all services rendered by the Adviser as such, a monthly fee in arrears at an annual rate equal to 0.80% of the Trusts average daily value of the Trusts Managed Assets. For any period less than a month during which this Agreement is in effect, the fee shall be prorated according to the proportion which such period bears to a full month of 28, 29, 30 or 31 days, as the case may be. (b) Managed Assets means the total assets of the Trust, including the assets attributable to the proceeds from financial leverage (including through the issuance of preferred shares or the issuance of senior securities representing indebtedness), minus liabilities, other than liabilities related to any financial leverage. (c) For purposes of this Agreement, the total assets of the Trust shall be calculated pursuant to the procedures adopted by resolutions of the Trustees of the Trust for calculating the value of the Trusts assets.(d) The Adviser may elect from time to time, in its sole discretion, to waive its right to reimbursement or its receipt of the advisory fee.12. Representations and Warranties(a) The Trust represents and covenants to the Adviser as follows:(i) The Trust is duly organized and validly existing under the laws of the State of Delaware with the power to own and possess its assets.(ii) The execution, delivery and performance by the Trust of this Agreement are within the Trusts powers and have been duly authorized by all necessary actions of the Board of Trustees, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or A-7regulation, (ii) the Trusts governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instruments binding upon the Trust.(iii) The Trust is, or will be prior to commencing operations, registered as a closed-end management investment company under the 1940 Act and the Trusts shares are, or will be prior to commencing operations, registered under the Securities Act of 1933, as amended, and under any applicable state securities laws, or exempt from such registration.(b) The Adviser represents and covenants to the Trust as follows:(i) The Adviser is duly organized and validly existing under the laws of the State of Delaware.(ii) The execution, delivery and performance by the Adviser of this Agreement are within the Advisers powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance of this Agreement by the parties to this Agreement, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Advisers governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instruments binding upon the Adviser.(iii) The Adviser is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement.13. Limitation on LiabilityThe Adviser will not be liable for any error of judgment or mistake of law or for any loss suffered by Adviser or by the Trust in connection with the performance of this Agreement, except a loss resulting from a breach of a fiduciary duty with respect to the receipt of compensation for services or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder).14. IndemnificationThe Trust shall indemnify, defend and protect the Adviser, its members and their respective officers, managers, partners, agents, employees, controlling persons, members and any other person affiliated with any of them (collectively, the Indemnified Parties) (each of whom shall be deemed a third party beneficiary hereof) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, A-8investigation or other proceeding (including an action or suit by or in the right of the Trust or its security holders) arising out of or otherwise based upon the performance of any of the Advisers duties or obligations under this Agreement or otherwise as an investment adviser of the Trust. Notwithstanding the foregoing provisions of this Section 12 to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Trust or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of any Indemnified Partys duties or by reason of the reckless disregard of the Advisers duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder).15. Duration and Termination(a) This Agreement shall become effective as of the date hereof and, unless sooner terminated with respect to the Trust as provided herein, shall continue in effect for a period of two years. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Trust for successive periods of 12 months, provided such continuance is specifically approved at least annually by both:(i) the vote of a majority of the Trusts Board of Trustees or the vote of a majority of the outstanding voting securities of the Trust at the time outstanding and entitled to vote, and (ii) the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. (b) Notwithstanding the foregoing, this Agreement may be terminated by the Trust at any time, without the payment of any penalty, upon giving the Adviser 60 days notice (which notice may be waived by the Adviser), provided that such termination by the Trust shall be directed or approved by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Trust at the time outstanding and entitled to vote, or by the Adviser on 60 days written notice to the Trust (which notice may be waived by the Trust). (c) This Agreement will immediately terminate in the event of its assignment. (d) As used in this Agreement, the terms majority of the outstanding voting securities, interested person and assignment shall have the same meanings of such terms in the 1940 Act.(e) The terms of Sections 6, 8, 13 and 14, 18, 19 and 20 of this Agreement shall survive the termination of this Agreement.16. NoticesAny notice under this Agreement shall be in writing to the other party at such address as the other party may designate from time to time for the receipt of such notice and shall be deemed to be received on the earlier of the date actually received or on the fourth day after the postmark if such notice is A-9mailed first class postage prepaid.17. Amendment of this AgreementNo provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. Any amendment of this Agreement shall be subject to the 1940 Act.18. Governing LawThis Agreement shall be governed by and construed in accordance with the laws of the State of Delaware for contracts to be performed entirely therein without reference to choice of law principles thereof and in accordance with the applicable provisions of the 1940 Act.19. Use of the NameThe Adviser has consented to the use by the Trust of the name or identifying word XA, XAI or XA Investments in the name of the Trust. Such consent is conditioned upon the employment of the Adviser as the investment adviser to the Trust. The name or identifying word XA, XAI or XA Investments may be used from time to time in other connections and for other purposes by the Adviser and any of its affiliates. The Adviser may require the Trust to cease using XA, XAI or XA Investments in the name of the Trust, if the Trust ceases to employ, for any reason, the Adviser, any successor thereto or any affiliate thereof as investment adviser of the Trust. If so required by the Adviser, the Trust will cease using XA, XAI or XA Investments in its name as promptly as practicable and make all reasonable efforts to remove XA, XAI or XA Investments from its name.20. Miscellaneous(a) The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.(b) If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. (c) Nothing contained in this Agreement will be deemed to require the Trust to take any action contrary to the Trusts Amended and Restated Agreement and Declaration of Trust or By-laws, as they may be amended and/or restated from time to time, or any applicable statute or regulation, or to relieve or deprive the Board of Trustees of its responsibility for and control of the conduct of the affairs of the Trust. (d) This Agreement shall be binding on, and shall inure to the benefit of the parties hereto and their respective successors.(e) This Agreement may be executed in counterparts by the parties hereto, each of which shall constitute an original counterpart, and all of which, together, shall constitute one Agreement. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.A-10(f) This Agreement constitutes the entire understanding and agreement, and supersedes any and all other proposals, understandings, and agreements among the parties with respect to the subject matter hereof.IN WITNESS WHEREOF, the parties hereto have caused the foregoing instrument to be executed by their duly authorized officers, all as of the day and the year first above written.MADISON COVERED CALL & EQUITY STRATEGY FUNDBy: Name: Title: XA INVESTMENTS LLCBy: Name: Title: A-11EXHIBIT BNEW SUBADVISORY AGREEMENTINVESTMENT SUBADVISORY AGREEMENTINVESTMENT SUB-ADVISORY AGREEMENT (the Agreement), dated as of [ ], 2024 (the Effective Date) among Madison Covered Call and Equity Strategy Fund, a Delaware statutory trust (the Trust), XA Investments LLC, a Delaware limited liability company (the Adviser), and Madison Asset Management, LLC a Wisconsin limited liability company (the Sub-Adviser).WHEREAS, the Adviser has agreed to furnish investment management and advisory services to the Trust, a closed-end management investment company registered under the Investment Company Act of 1940, as amended (the 1940 Act);WHEREAS, the investment advisory agreement between the Adviser and the Trust dated as of [ ] (such agreement or the most recent successor agreement between such parties relating to advisory services to the Trust is referred to herein as the Investment Advisory Agreement) contemplates that the Adviser may sub-contract investment advisory services with respect to the Trust to a sub-adviser(s) pursuant to a sub-advisory agreement(s) agreeable to the Trust and approved in accordance with the provisions of the 1940 Act;WHEREAS, the Adviser wishes to retain the Sub-Adviser to provide certain sub-advisory services; WHEREAS, the Sub-Adviser is a registered investment adviser under the Investment Advisers Act of 1940, as amended (the Advisers Act); andWHEREAS, this Agreement has been approved in accordance with the provisions of the 1940 Act, and the Sub-Adviser is willing to furnish such services upon the terms and conditions herein set forth;NOW, THEREFORE, in consideration of the mutual premises and covenants herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged, it is agreed by and between the parties hereto as follows:1. Appointment(a) The Adviser hereby appoints the Sub-Adviser to act as the investment sub-adviser to the Trust and to furnish the services described herein, for the period and upon the terms herein set forth.(b) The Sub-Adviser hereby agrees, all as more fully set forth herein, to act as investment sub-adviser to the Trust and to furnish the services described below with respect to the investment of the Trusts assets and the purchase of securities for and the sale of securities held in the investment portfolio of the Trust.(c) The Sub-Adviser for all purposes in this Agreement will be deemed to be an independent contractor and, unless otherwise expressly provided or authorized in this Agreement, will have no authority to act for or represent the Adviser or the Trust in any way B-1or otherwise be deemed an agent of the Adviser or the Trust. 2. Duties and Obligations of the Sub-Adviser with Respect to Investment of Assets of the Trust(a) Subject to the oversight and supervision of the Adviser and direction and control of the Trusts Board of Trustees, the Sub-Adviser will act as sub-adviser for the Trust and perform one or more of the following services at the request of the Adviser in connection with the investment and reinvestment of the Trusts assets: (i) managing the investment and reinvestment of the assets of the Trust in accordance with the investment policies and guidelines of the Trust;(ii) subject to the provisions of Section 4 hereof, purchasing and selling securities and other assets for the Trust and placing orders for purchases and sales of assets of the Trust; (iii) providing investment research and credit analysis concerning the assets of the Trust; (iv) monitoring on a daily basis the investment activities and portfolio holdings relating to the Trust;(v) voting proxies relating to the Trusts portfolio securities in accordance with the proxy voting policies and procedures of the Sub-Adviser; and(vi) settlement of transactions and completing corporate actions. (b) At the request of the Adviser, the Sub-Adviser will also, subject to the oversight and supervision of the Adviser and the direction and control of the Trusts Board of Trustees, consult with the Adviser as to the overall management of the assets of the Trust and the investment policies and practices of the Trust, including (but not limited to) the use by the Trust of financial leverage and matters relating to such financial leverage (e.g., form, amount and costs) and the utilization by the Trust of any interest rate or other hedging or risk management transactions in connection therewith. (c) In addition, the Sub-Adviser will keep the Trust and the Adviser informed of developments relating to the Sub-Adviser or the Trusts investments materially affecting the Trust and shall, upon request, furnish to the Adviser and the Trust all information relevant to such developments. (d) The Sub-Adviser will periodically communicate to the Adviser or other service providers of the Trust, at such times as the Adviser may request, information concerning the purchase and sale of securities for the Trust and such other information as the Adviser may reasonably require for purposes of fulfilling its obligations to the Trust under the Investment Advisory Agreement.(e) In addition to the investment policies and guidelines of the Trust, the Adviser may from time to time communicate to the Sub-Adviser instructions (the Instructions) in writing that limit or supplement the investment policies and guidelines and are subject to approval by the Sub-B-2Adviser, which approval shall not be unreasonably withheld. Neither the investment policies and guidelines nor the Instructions shall require the Sub-Adviser to obtain capabilities or resources beyond those it possesses as of the Effective Date. The Adviser shall promptly notify the Sub-Adviser, in writing, of any change in the investment policies and guidelines that is made for any reason, including but not limited to a change by the Adviser, the Trust or in any applicable law or regulation. The Adviser acknowledges that the Sub-Adviser may be required to terminate delivery of certain data or services used in managing the Trust in the event the Sub-Adviser is no longer able to obtain such data or services.(f) The Sub-Adviser shall maintain business continuity, cybersecurity, disaster recovery and backup capabilities and facilities in keeping with industry standards and Securities and Exchange Commission (SEC) requirements through which the Sub-Adviser will be able to perform its obligations hereunder with minimal disruptions or delay. (g) To the extent prohibited by Regulation S-P, the Sub-Adviser and its affiliates will not disclose any non-public personal information, as defined in Regulation S-P, received from the Trust regarding any shareholder unless in accordance with an exception under Regulation S-P, or as otherwise may be permitted by law. The Sub-Adviser represents and warrants that, in accordance with applicable state privacy laws and Regulation S-P, it has implemented safeguards by adopting policies and procedures reasonably designed to: (i) insure the security and confidentiality of records and non-public personal information of shareholders; (ii) protect against any anticipated threats or hazards to the security or integrity of shareholder records and non-public personal information; and (iii) protect against unauthorized access to or use of such shareholder records or non-public personal information that could result in substantial harm or inconvenience to any shareholder. The Sub-Adviser shall treat confidentially all records of the Trust and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where the Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or (ii) when so requested by the Trust.(h) The Sub-Adviser acknowledges that, in compliance with the Bank Secrecy Act, as amended, the USA PATRIOT Act, and any implementing regulations thereunder (together, the AML Laws), the Trust has adopted anti-money laundering policies and procedures (the AML Policies). The Sub-Adviser agrees to comply with the Trusts AML Policies and the AML Laws, as the same may apply to the Sub-Adviser, now and in the future, and understands and agrees that the Trust may disclose information regarding the Sub-Adviser to governmental and/or regulatory or self-regulatory authorities to the extent required by applicable law or regulation and may file reports with such authorities as may be required by such law or regulation.(i) The Sub-Adviser shall provide such information as may reasonably be requested by the Adviser and/or the Board of Trustees under Section 15(c) of the 1940 Act in connection with its annual consideration of this Agreement.B-3(i) Nothing in this Agreement is deemed to impose on the Sub-Adviser responsibility for the preparation of the Trusts financial statements or the Trusts other financial and regulatory filing and reporting obligations, provided that the Sub-Adviser shall provide sub-certifications in the form reasonably requested by the Trust relating to the Sub-Advisers services under this Agreement to assist the Trust in complying with the provisions of the Sarbanes-Oxley Act of 2002.3. Covenants(a) In the performance of its duties under this Agreement, the Sub-Adviser shall at all times conform to, and act in accordance with, any requirements imposed by:(i) the provisions of the 1940 Act and the Advisers Act and all applicable Rules and Regulations of the SEC; (ii) any other applicable provision of law; (iii) the provisions of this Agreement and Declaration of Trust and By-Laws of the Trust, as such documents are amended from time to time; (iv) the investment objective, policies and restrictions of the Trust as set forth in its Registration Statement on Form N-2 and as supplemented from time to time by the Trusts shareholder reports and other SEC filings; and (v) any policies and determinations of the Board of Trustees of the Trust.(b) The Sub-Adviser will not consult with any other sub-adviser of the Trust or any other sub-adviser to a fund under common control with the Trust concerning transactions of the Trust in securities or other assets.(c) The Sub-Adviser will maintain a written code of ethics (the Code of Ethics) pursuant to Rule 17j-1 under the 1940 Act, a copy of which will be provided to the Trust and the Adviser, and will institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Sub-Adviser will follow such Code of Ethics in performing its services under this Agreement.(d) The Sub-Adviser will maintain compliance policies and procedures adopted pursuant to Rule 206(4)-7 under the Advisers Act and Rule 38a-1 under the 1940 Act, a copy of which will be provided to the Trust and the Adviser, and follow such compliance policies and procedures in performing its services under this Agreement; and(e) The Sub-Adviser will cooperate with the chief compliance officer of the Trust in connection with the implementation and operation of the Trusts compliance policies and procedures adopted pursuant to Rule 38a-1 under the 1940 Act, and will prepare necessary reports and provide the Trusts chief compliance officer with access to information reasonably necessary for the Trust to comply with Rule 38a-1.4. Portfolio Transactions(a) In the performance of its duties under this Agreement, the Sub-Adviser will place orders either directly with the issuer or with any broker B-4or dealer. Subject to the other provisions of this paragraph, in placing orders with brokers and dealers, the Sub-Adviser will attempt to obtain the best price and the most favorable execution of its orders, and all such brokerage placement shall be made in compliance with Section 28(e) of the Securities Exchange Act of 1934, as amended. In placing orders, the Sub-Adviser will consider the experience and skill of the firms securities traders as well as the firms financial responsibility and administrative efficiency. Consistent with this obligation, the Sub-Adviser may select brokers on the basis of the research, statistical and pricing services they provide to the Trust and other clients of the Sub-Adviser. Information and research received from such brokers will be in addition to, and not in lieu of, the services required to be performed by the Sub-Adviser hereunder. A commission paid to such brokers may be higher than that which another qualified broker would have charged for effecting the same transaction, provided that the Sub-Adviser determines in good faith that such commission is reasonable in terms either of the transaction or the overall responsibility of the Sub-Adviser to the Trust and its other clients and that the total commissions paid by the Trust will be reasonable in relation to the benefits to the Trust over the long-term. In no instance, however, will the Trusts securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except to the extent permitted by the SEC or by applicable law.(b) At the request of the Adviser or the Trust, the Sub-Adviser will identify and provide a written description to the Adviser and the Board of Trustees of the Trust of soft dollar arrangements that the Sub-Adviser maintains with respect to the Trust or with brokers or dealers that execute transactions for the Trust, and of research and other services provided to the Sub-Adviser by a broker or dealer (whether prepared by such broker or dealer or by a third party) as a result, in whole or in part, of the direction of Trust transactions to the broker or dealer. (c) From time to time, the Sub-Adviser or brokers or dealers affiliated with it may find themselves in a position to buy for certain of their clients (each an Account) securities which the Sub-Advisers investment advisory clients wish to sell, and to sell for certain of their clients securities which advisory clients wish to buy. Where one of the parties is an advisory client, the Sub-Adviser or the affiliated broker or dealer cannot participate in this type of transaction (known as a cross transaction) on behalf of an advisory client and retain commissions from one or both parties to the transaction without the advisory clients consent. This is because in a situation where the Sub-Adviser is making the investment decision (as opposed to a brokerage client who makes his own investment decisions), and the Sub-Adviser or an affiliate is receiving commissions from both sides of the transaction, there is a potential conflicting division of loyalties and responsibilities on the Sub-Advisers part regarding the advisory client. However, the SEC has adopted a rule under the Advisers Act that permits the Sub-Adviser or its affiliates to participate on behalf of an Account in agency cross transactions if the advisory client has given written consent in advance. Therefore, by execution of this Agreement, the Trust authorizes the Sub-Adviser or its affiliates to participate in agency cross transactions involving an Account. The Trust may revoke its consent at any time by written notice to the Sub-Adviser.5. ConfidentialityEach of the Trust, the Adviser and the Sub-Adviser acknowledge and agree that in satisfying its respective obligations under and performing B-5services in connection with this Agreement, any party may have access to another partys confidential and proprietary information and materials concerning or pertaining to the others business (confidential information). Each party will receive and hold such information in the strictest confidence, and acknowledge, represent, and warrant that it will use its best efforts to protect the confidentiality of this information to the same degree of care as it would its own confidential information. Each party agrees that, without the prior written consent of the other party, which approval shall not be unreasonably withheld, such party will not use, copy, or divulge to third parties or otherwise use, except in accordance with the terms of this Agreement, any confidential information of another party without the prior written consent of such other party; provided, however, this covenant shall not apply to (i) information which is in the public domain now or when it becomes in the public domain in the future, other than by reason of a breach of this Agreement, (ii) information which has come to a party from a lawful source not bound to maintain the confidentiality of such information, other than from any other party or an affiliate or representative of that party, (iii) information which is independently developed without the use of confidential information, (iv) disclosures which are required by law, regulatory authority, regulation or legal process or are made to any regulatory agency in the normal course of an examination, audit or investigation involving such party, or (v) disclosure as reasonably necessary in the course of business to third parties subject to a duty to maintain the confidentiality of the information. Notwithstanding the foregoing, the Sub-Adviser may disclose information it receives from or on behalf of the Trust or the Adviser to officers and employees of the Sub-Adviser or any of its affiliates in the course of providing the services under this Agreement and the Sub-Adviser may disclose the Trusts TIN information to third parties as required to perform the Sub-Advisers services under this Agreement. 6. Services Not Exclusive(a) Nothing in this Agreement shall prevent the Sub-Adviser or any officer, employee or other affiliate thereof from acting as investment adviser for any other person, firm or corporation, or from engaging in any other lawful activity, and shall not in any way limit or restrict the Sub-Adviser or any of its officers, employees or agents from buying, selling or trading any securities for its or their own accounts or for the accounts of others for whom it or they may be acting; provided, however, that the Sub-Adviser will undertake no activities which, in its judgment, will adversely affect the performance of its obligations under this Agreement.(b) The Sub Adviser currently manages, and may in the future manage, other investment accounts and funds, including those with investment objectives similar to the Trust. Securities considered as investments for the Trust may also be appropriate for other investment accounts and funds that may be managed by the Sub-Adviser. Subject to applicable laws and regulations, the Sub-Adviser will attempt to allocate equitably portfolio transactions among the portfolios of its other investment accounts and funds purchasing securities whenever decisions are made to purchase or sell securities by the Trust and one or more of such other accounts or funds over time. In making such allocations, the main factors to be considered by the Sub-Adviser will be the respective investment objectives of the Trust and such other accounts and funds, the relative size of portfolio holdings of the same or comparable securities, the availability of cash for investment by the Trust and such other accounts and funds, the size of investment commitments generally B-6held by the Trust and such accounts and funds, and the opinions of the persons responsible for recommending investments to the Trust and such other accounts and funds. 7. Books and Records(a) The Sub-Adviser undertakes and agrees to maintain or cause others to maintain, in the form and for the period required by Rule 31a-2 under the 1940 Act, all records relating to the Trusts investments that are required to be maintained by the Trust pursuant to the 1940 Act with respect to the Sub-Advisers responsibilities under this Agreement for the Trust, and which are not otherwise maintained by the administrator, fund accounting agent, custodian or other service providers to the Trust.(b) In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which it maintains for the Trust are the property of the Trust and further agrees to surrender promptly to the Trust any such records upon the Trusts request, except for any software or other intellectual property that is proprietary to, or owned or licensed by, the Sub-Adviser or any of its affiliates, which shall remain the property of the Sub-Adviser. Notwithstanding the foregoing, the Sub-Adviser shall retain those original records or copies of records in order to comply with the Advisers Act record keeping requirement, applicable law and its own internal policies.(c) Each of the Adviser and the Trust shall own, have custody of and maintain its general corporate accounts and records. At reasonable times and upon reasonable notice, the Trust shall provide the Sub-Adviser with access to all books, records, accounts, facilities, and personnel necessary or appropriate for the performance of the Sub-Advisers obligations under this Agreement. 8. CustodyNothing in this Agreement will require the Sub-Adviser to take or receive physical possession of cash, securities, or other investments of the Trust. The Trust shall select, engage and maintain at the Trusts expense one or more custodians meeting the requirements of Section 17(f) of the 1940 Act and the rules, regulations and interpretations thereunder (each a Custodian) to serve as Custodian(s) of the Trust assets. The Adviser shall provide the Sub-Adviser, in writing, the identity of each Custodian, any change in a Custodian and all other information regarding the Custodian(s) required for the Sub-Adviser to carry out its duties under this Agreement. The Adviser shall notify each Custodian of the appointment of the Sub-Adviser and of the authority of the Sub-Adviser to effect investments with respect to the Trust assets. All transactions authorized by this Agreement are made by payment to or delivery by the Custodian(s). The Sub-Adviser shall have no rights or responsibilities, including to direct payment or move cash or assets of the Trust, that would be defined as taking custody under the Advisers Act. In connection with the Trusts custody agreement(s), the Adviser and the Trust will ensure that no such rights are given to the Sub-Adviser. The Trust and the Adviser will ensure that the Sub-Adviser may use the Depositary Trust Companys Institutional Delivery System for trade confirmation and settlement. B-79. Expenses(a) During the term of this Agreement, the Sub-Adviser will bear all costs and expenses of its employees and any overhead incurred in connection with its duties hereunder, except as provided pursuant to paragraph (d) of this Section 9, and shall bear the costs of any salaries or trustees fees of any officers or trustees of the Trust who are affiliated persons (as defined in the 1940 Act) of the Sub-Adviser.(b) The Sub-Adviser shall not be responsible for any expenses of the Adviser or the Trust not specifically set forth in this Section 9 or otherwise in any written agreement between the Sub-Adviser and the Trust or the Adviser, as the case may be.(c) The Trust will bear all other costs, fees and expenses of its operations and transactions, including those relating to: (1) organization; (2) calculation of the Trusts net asset value (including the cost and expenses of any independent valuation firm, agent or other provider); (3) expenses payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for the Trust and in monitoring the Trusts investments; (4) interest payable on indebtedness and dividends and distributions on preferred shares, as applicable, if any, incurred to finance the Trusts investments; (5) offerings of the Trusts common shares and other securities (including, all fees, costs and expenses related thereto); (6) fees payable to third parties, including agents, legal counsel, consultants or other advisors, relating to, or associated with, evaluating and making investments; (7) administrator, transfer agent and custodian fees; (8) federal and state registration fees; (9) all costs of registration and listing the Trusts shares on any securities exchange; (10) federal, state and local taxes; (11) independent trustees fees and expenses; (12) costs of preparing and filing reports or other documents required by governmental bodies (including the SEC), including printing costs; (13) costs of any reports, proxy statements or other notices to shareholders, including printing costs; (14) insurance premiums for fidelity bond and other insurance coverage, including the Trusts allocable portion of the fidelity bond, trustees and officers errors and omissions liability insurance, including independent trustees liability insurance, and any other insurance premium; (15) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; (16) brokerage commissions, assignment fees and other costs in connection with the purchase, holding or sale of securities and other investment instruments (including, without limitation, security settlement costs; (17) expenses incidental to holding meetings of the Trusts shareholders, including proxy solicitations therefor; provided, however, that the Trust will not bear such expenses with respect to any meeting of the Trusts shareholders held for the purpose of seeking approval of a new investment sub-advisory agreement in connection with a change of control of the Sub-Adviser; (18) unusual, non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust is a party and legal obligations that the Trust may have to indemnify the Trusts directors, officers and/or employees or agents with respect to these actions, suits or proceedings; and (19) all other expenses incurred by the Trust in connection with administering the Trusts business.B-810. Compensation of the Sub-Adviser(a) The Trust agrees to pay to the Sub-Adviser, and the Sub-Adviser agrees to accept as full compensation for all services rendered by the Sub-Adviser under this Agreement, a monthly fee in arrears in an amount equal to the specified percentage of the advisory fee payable to the Adviser from the Trust (the Sub-Advisory Fee):Average Daily Managed AssetsSub-Adviser Percentage of Management Fees / (Fee Rate)Type of Fee SplitFirst $175 million55% / (0.44%)AbsoluteGreater than $175 million and up to $25050% / (0.40%)BlendedOver $250 million*50% / (0.40%)Absolute* If the Trusts Daily Managed Assets exceed $250 million for a period of more than 10 consecutive trading days, the Trusts management fee split will be reset to 50% to the Sub-Adviser and 50% to the Adviser on an Absolute Fee Split basis.(b) For any period less than a month during which this Agreement is in effect, the fee shall be prorated according to the proportion which such period bears to a full month of 28, 29, 30 or 31 days, as the case may be.(c) Blended Fee Split means the total sub-advisory fees paid to the Sub-Adviser will be a result of different sub-advisory fee rates assessed to different asset levels. By way of example, in a theoretical scenario in which the Trust has Managed Assets of $200 million, the resulting Sub-Advisory Fees for the Sub-Adviser will be equal to (0.44% x $175 million) + (0.40% x $25 million), with a Blended Fee Split of 0.431%.(d) Absolute Fee Split means the total sub-advisory fees paid to the Sub-Adviser will be a result of the applicable fee rate multiplied by all of the Trusts Managed Assets.(e) Managed Assets means the total assets of the Trust, including the assets attributable to the proceeds from financial leverage (including through the issuance of preferred shares or the issuance of senior securities representing indebtedness), minus liabilities, other than liabilities related to any financial leverage.(f) For purposes of this Agreement, the total assets of the Trust shall be calculated pursuant to the procedures adopted by resolutions of the Trusts Board of Trustees for calculating the value of the Trusts assets.(g) The Sub-Adviser may elect from time to time, in its sole discretion, to waive its right to receipt of all or a portion of the Sub-Advisory Fee.11. Representations and Warranties(a) The Trust represents and covenants to the Sub-Adviser as follows:(i) The Trust is duly organized and validly existing under the laws of the State of Delaware with the power to own and possess its assets.B-9(ii) The execution, delivery and performance by the Trust of this Agreement are within the Trusts powers and have been duly authorized by all necessary actions of the Board of Trustees, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (1) any provision of applicable law, rule or regulation, (2) the Trusts governing instruments, or (3) any agreement, judgment, injunction, order, decree or other instruments binding upon the Trust.(iii) The Trust is, or will be prior to commencing operations, registered as a closed-end management investment company under the 1940 Act and the Trusts shares are, or will be prior to commencing operations, registered under the Securities Act of 1933, as amended, and under any applicable state securities laws, or exempt from such registration.(iv) Prior to the Sub-Adviser commencing services under this Agreement, the Trust will have legal title to the assets in the Trust and no restrictions shall exist as to the ownership or transfer of such assets unless specifically set forth in this Agreement.(b) The Adviser represents and covenants to the Sub-Adviser as follows:(i) The Adviser is duly organized and validly existing under the laws of the State of Delaware.(ii) The execution, delivery and performance by the Adviser of this Agreement are within the Advisers powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance of this Agreement by the parties to this Agreement, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (1) any provision of applicable law, rule or regulation, (2) the Advisers governing instruments, or (3) any agreement, judgment, injunction, order, decree or other instruments binding upon the Adviser.(iii) This Agreement constitutes a valid and binding obligation of the Adviser, enforceable against the Adviser in accordance with its terms, except to the extent such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, or similar laws affecting the rights of creditors generally and by general equity principles.(iv) The Adviser is not prohibited by the 1940 Act or B-10the Advisers Act from serving as investment adviser to the Trust.(v) The Adviser hereby acknowledges receipt of Sub-Advisers Form ADV, Part 2 before, or at the time of, signing this Agreement.(c) The Sub-Adviser represents and covenants to the Adviser and the Trust as follows:(i) The Sub-Adviser is duly organized and validly existing under the laws of the State of Wisconsin.(ii) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Advisers powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance of this Agreement by the parties to this Agreement, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (1) any provision of applicable law, rule or regulation, (2) the Sub-Advisers governing instruments, or (3) any agreement, judgment, injunction, order, decree or other instruments binding upon the Sub-Adviser.(iii) This Agreement constitutes a valid and binding obligation of the Sub-Adviser, enforceable against the Sub-Adviser in accordance with its terms, except to the extent such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, or similar laws affecting the rights of creditors generally and by general equity principles.(iv) The Sub-Adviser is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement.12. Certain InformationThe Adviser shall promptly notify the Sub-Adviser, and the Sub-Adviser shall promptly notify the Trust and the Adviser in writing of the occurrence of any of the following events:(a) such party failing to be registered as an investment adviser under the Advisers Act;(b) such party having been served or otherwise have notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Trust;(c) the occurrence of any change in control of such party or any parent of such party within the meaning of the 1940 Act; or B-11(d) the occurrence of any material adverse change in the business or financial position of such party. 13. Limitation on LiabilityThe Sub-Adviser will not be liable for any error of judgment or mistake of law or for any loss suffered by Sub-Adviser, the Adviser or by the Trust in connection with the performance of this Agreement, except a loss resulting from a breach of a fiduciary duty with respect to the receipt of compensation for services or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder). Nothing herein shall constitute a waiver or restriction of any partys rights under applicable federal or state securities laws.14. IndemnificationThe Trust shall indemnify, defend and protect the Sub-Adviser, its members and their respective officers, managers, partners, parent, corporate group affiliates, agents, employees, controlling persons, members, and any other person affiliated with any of them (collectively, the Indemnified Parties) (each of whom shall be deemed a third party beneficiary hereof) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Trust or its security holders) arising out of or otherwise based upon the performance of any of the Sub-Advisers duties or obligations under this Agreement or otherwise as an investment adviser of the Trust. Notwithstanding the foregoing provisions of this Section 14 to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Trust or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of any Indemnified Partys duties or by reason of the reckless disregard of the Sub-Advisers duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder).15. Duration and Termination(a) This Agreement shall become effective as of the Effective Date and, unless sooner terminated with respect to the Trust as provided herein, shall continue in effect for a period of two years. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Trust for successive periods of 12 months, provided such continuance is specifically approved at least annually by both:(i) the vote of a majority of the Trusts Board of Trustees or the vote of a majority of the outstanding voting securities of the Trust at the time outstanding and entitled to vote, and B-12(ii) the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. (b) Notwithstanding the foregoing, this Agreement may be terminated by (i) the Adviser or the Trust at any time, without the payment of any penalty, upon giving the Sub-Adviser 60 days notice (which notice may be waived by the Sub-Adviser), provided that such termination by the Trust shall be directed or approved by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Trust at the time outstanding and entitled to vote, or (ii) the Sub-Adviser on 60 days written notice to the Trust and the Adviser (which notice may be waived by the Trust or the Adviser on behalf of both the Trust and the Adviser). (c) This Agreement will immediately terminate in the event of its assignment and will immediately terminate upon any termination of the Investment Advisory Agreement between the Trust and the Adviser.(d) As used in this Agreement, the terms majority of the outstanding voting securities, interested person and assignment shall have the same meanings of such terms in the 1940 Act.(e) The terms of Sections 5, 7, 10, 13, 14, 18, 19 and 20 of this Agreement shall survive the termination of this Agreement.16. NoticesAny notice under this Agreement shall be in writing to the other parties and shall be considered as properly given or made if (a) sent by overnight delivery by a nationally recognized air courier service, (b) sent by electronic mail with no receipt of error in the delivery, or (c) mailed by registered or certified mail, return receipt requested, and if addressed to the respective address listed below:If to Adviser, to: XA Investments, LLC 321 North Clark Street #2430 Chicago, IL 60654 Attention: General CounselIf to the Trust, to:Madison Covered Call & Equity Strategy Fund 321 North Clark Street #2430 Chicago, IL 60654 Attention: Chief Executive OfficerIf to Sub-Adviser, to:Madison Investment Holdings, Inc. 550 Science Drive Madison, WI 53711 Attention: Steven A. Carlor at such address as the other party may designate from time to time for the receipt of such notice and shall be deemed effective on receipt.17. Amendment of this AgreementNo provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. Any amendment of this Agreement shall be subject to the 1940 Act.B-1318. Governing LawThis Agreement shall be governed by and construed in accordance with the laws of the State of Delaware for contracts to be performed entirely therein without reference to choice of law principles thereof and in accordance with the applicable provisions of the 1940 Act. WAIVER OF JURY TRIAL AND PUNITIVE DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND ANY RIGHT TO SEEK PUNITIVE OR CONSEQUENTIAL DAMAGES.19. Use of the NameThe Sub-Adviser has consented to the use by the Trust of the name or identifying word Madison in the name of the Trust. Such consent is conditioned upon the employment of the Sub-Adviser as the investment sub-adviser to the Trust. The name or identifying word Madison may be used from time to time solely in connection with the Sub-Advisers services under this Agreement. The Sub-Adviser may require the Trust to cease using Madison in the name of the Trust, if the Trust ceases to employ, for any reason, the Sub-Adviser, any successor thereto or any affiliate thereof as investment sub-adviser of the Trust. If so required by the Sub-Adviser, the Trust will cease using Madison in its name as promptly as practicable and make all reasonable efforts to remove Madison from its name.20. Miscellaneous(a) The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.(b) If any provision of this Agreement is invalid, illegal, or unenforceable under applicable law of mandatory application, the validity, legality, and enforceability of that provision or condition in other instances and of the remaining provisions and conditions are not in any way affected thereby. (c) Nothing contained in this Agreement will be deemed to require the Trust to take any action contrary to the Trusts Amended and Restated Agreement and Declaration of Trust or By-laws, as they may be amended and/or restated from time to time, with notice to the Sub-Adviser, or any applicable statute or regulation, or to relieve or deprive the Board of Trustees of its responsibility for and control of the conduct of the affairs of the Trust. (d) This Agreement shall be binding on, and shall inure to the benefit of the parties hereto and their respective successors.(e) This Agreement may be executed in counterparts by the parties hereto, each of which when executed is deemed to be an original and all of which together are deemed to be one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.B-14(f) This Agreement constitutes the entire understanding and agreement, and supersedes any and all other proposals, understandings, and agreements among the parties with respect to the subject matter hereof.IN WITNESS WHEREOF, the parties hereto have caused the foregoing instrument to be executed by their duly authorized officers, all as of the day and the year first above written.MADISON COVERED CALL & EQUITY STRATEGY FUNDBy: Name: Title: XA INVESTMENTS LLCBy: Name: Title: MADISON ASSET MANAGEMENT, LLCBy: Name: Title: B-15EXHIBIT COTHER FUNDS WITH SIMILAR INVESTMENT OBJECTIVESMadison. The table below provides information regarding other registered investment companies managed by Madison which have a similar investment objective as the Fund.Name of Other FundOther Funds Investment ObjectiveAdvisers Management FeeNet Assets as of December 31, 2023Has Adviser Agreed to Waive or Reduce its Management Fee under any Applicable Contract?Madison Covered Call & Equity Income FundSeeks to provide consistent total return and, secondarily, to provide a high level of income and gains from option premiums.0.85%$261,020,326NoMadison Covered Call ETFSeeks to provide consistent total return and secondarily, to produce a high level of income and gains.0.90%1$82,690,175No1 Pursuant to an investment advisory agreement between Madison and the Madison ETFs Trust, on behalf of each series thereof (each, a Series), each Series has agreed to pay an annual unitary management fee to Madison. This unitary management fee is designed to pay each Series expenses and to compensate Madison for the services it provides to each Series. Out of the unitary management fee, Madison pays substantially all expenses of each Series, including the cost of investment management services, transfer agency, custody, fund administration, legal, audit and other service and license fees. The unitary fee does not cover, and therefore, each Series pays directly, interest, taxes, brokerage commissions, acquired fund fees and expenses and other expenses connected with the execution of portfolio transactions, distribution, and service fees payable pursuant to a Rule 12b-1 plan, if any, and extraordinary expenses.XAI. XAI does not manage other registered investment companies which have a similar investment objective as the Fund.C-1THIS PAGE INTENTIONALLY LEFT BLANKEVERY VOTE IS IMPORTANTMADISON COVERED CALL & EQUITY STRATEGY FUNDPO Box 43131Providence, RI 02940-3131VOTING OPTION:VOTE ON THE INTERNETLog on to:www.proxy-direct.comor scan the QR codeFollow the on-screen instructionsavailable 24 hoursVOTE BY PHONECall 1-800-337-3503Follow the recorded instructionsavailable 24 hoursVOTE BY MAILVote, sign and date this Proxy Card and return in the postage-paid envelopePlease detach at perforation before mailing.PROXYMADISON COVERED CALL & EQUITY STRATEGY FUNDSPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 15, 2024THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES. Greg D. Hoppe and Kyle Schalow (the Proxyholders), or any of them, each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Special Meeting of shareholders of the Madison Covered Call & Equity Strategy Fund (the "Fund"), to be held on Tuesday, October 15, 2024 at 9:00 a.m., local time at the offices of Madison Asset Management, LLC, 550 Science Drive, Madison, Wisconsin 53711, and any adjournments or postponements thereof.Shares represented by this proxy card when properly executed will be voted in the manner directed herein by the shareholder, and in the discretion of such proxies, upon any and all other matters as may properly come before the Special Meeting or any adjournment or postponement thereof. If no direction is made, on a properly executed card, this proxy will be voted "FOR" the proposals. If any of the Trustee nominees for any reason are unable or unwilling to serve, the Proxyholders will vote for the election of such other person as they may consider qualified. The shareholder hereby acknowledges receipt of this Notice of Special Meeting and Proxy Statement for the Special Meeting to be held on October 15, 2024.VOTE VIA THE INTERNET: www.proxy-direct.comVOTE VIA THE TELEPHONE: 1-800-337-3503MCC__34064_062724PLEASE MARK, SIGN, AND DATE ON THE REVERSE SIDE AND RETURN THE PROXY CARD USING THE ENCLOSED ENVELOPE.xxxxxxxxxxxxxx codeEVERY SHAREHOLDERS VOTE IS IMPORTANTImportant Notice Regarding the Availability of Proxy Materials for theSpecial Meeting to Be Held on October 15, 2024.The Proxy Statement for this meeting is available at:https://www.madisonfunds.com/MCNproxyPlease detach at perforation before mailing. TO VOTE, MARK BOXES BELOW IN BLUE OR BLACK AS SHOWN IN THIS EXAMPLE: xA.Proposals. THE BOARD RECOMMENDS YOU VOTE FOR THE FOLLOWING PROPOSALS: FOR AGAINST ABSTAIN 1. To approve a new investment advisory agreement between the Fund and XA Investments, LLC. FOR AGAINST ABSTAIN2. To approve a new investment subadvisory agreement among the Fund, Madison Asset Management, LLC and XA Investments, LLC. 3. To approve the election of five trustees to the Board of Trustees. FOR WITHHOLD01. Danielle Cupps* 02. Gregory Dingens** 03. Philip Franklin** 04. Scott Craven Jones*** 05. William Meyers*** *Class I Trustee to serve until the Funds 2027 Annual Meeting of Shareholders or until her successor shall have been elected and qualified.**Class II Trustee to serve until the Funds 2025 Annual Meeting of Shareholders or until his successor shall have been elected and qualified.***Class III Trustee to serve until the Funds 2026 Annual Meeting of Shareholders or until his successor shall have been elected and qualified.B. Authorized Signatures This section must be completed for your vote to be counted. Sign and Date Below.Note: Please sign exactly as your name(s) appear(s) on this proxy card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature.Date (mm/dd/yyyy) Please print date belowSignature 1 Please keep signature within the boxSignature 2 Please keep signature within the boxScanner bar code xxxxxxxxxxxxxx MCC 34064 xxxxxxxx Position(s) Held with Fund and Length of Time Served Principal Occupation(s)During the Past Five YearsNumber of Portfolios Overseen in XAI Fund Complex, if Elected(1)Other Directorshipsheld by TrusteePhilip G. Franklin 1951NoneRetired. Formerly, Chief Financial Officer and Executive Vice President, Littelfuse, Inc. (1998-2016) (electronics components).3TTM Technologies Inc. (2011-present); Chairman, Tribune Publishing Company (Tronc, Inc.) (2014-2021).Independent Trustee Nominee- Class IIITo Serve until 2026 Annual MeetingScott C. Jones 1962Trustee(since 2021)(2)Director, Carne Global Financial Services (US) LLC (2013-present); Managing Director, Park Agency, Inc. (2020-present) (investment firm).3Madison Funds (14 open end funds managed by Madison) (2019-present); Manager Directed Portfolios, a U.S. Bancorp series trust (9 open end funds) (2016-present).Interested Trustee Nominee- Class IIITo Serve until 2026 Annual Meeting Number of Portfolios Overseen in XAI Fund Complex, if Elected(1) Other Directorshipsheld by Trustee Philip G. Franklin 1951 None Retired. Formerly, Chief Financial Officer and Executive Vice President, Littelfuse, Inc. (1998-2016) (electronics components). TTM Technologies Inc. (2011-present); Chairman, Tribune Publishing Company (Tronc, Inc.) (2014-2021). Independent Trustee Nominee- Class III To Serve until 2026 Annual Meeting Scott C. Jones 1962Trustee(since 2021)(2)Director, Carne Global Financial Services (US) LLC (2013-present); Managing Director, Park Agency, Inc. (2020-present) (investment firm).3Madison Funds (14 open end funds managed by Madison) (2019-present); Manager Directed Portfolios, a U.S. Bancorp series trust (9 open end funds) (2016-present). Trustee(since 2021)(2) Director, Carne Global Financial Services (US) LLC (2013-present); Managing Director, Park Agency, Inc. (2020-present) (investment firm). Madison Funds (14 open end funds managed by Madison) (2019-present); Manager Directed Portfolios, a U.S. Bancorp series trust (9 open end funds) (2016-present). Interested Trustee Nominee- Class III To Serve until 2026 Annual Meeting Name and Yearof BirthPosition(s) Held with Fund and Length of Time ServedPrincipal Occupation(s)During the Past Five YearsNumber of Portfolios Overseen in XAI Fund Complex, if Elected(1)Other Directorshipsheld by TrusteeWilliam Meyers(3)1966NonePresident of Riivendell Financial Group, LLC (2021-present).Formerly, Senior Advisor at XA Investments, LLC (2021-2023); Senior Managing Director (2017-2020) of Nuveen Securities, LLC and Nuveen Fund Advisors, LLC.3None(1) The term XAI Fund Complex refers to the following registered investment companies: (i) the XAI Octagon Floating Rate & Alternative Income Trust, (ii) the Octagon XAI CLO Income Fund, and (iii) assuming shareholder approval of the Proposals, the Fund.(2) Mr. Jones currently serves as a trustee of the Fund.(3) Mr. Meyers will be an interested person of the Fund because of his prior position as a Senior Adviser of XAI.Experience and Qualifications of the NomineesThe Current Board has determined that each nominee should be elected as a New Trustee of the Fund based on several factors (none of which alone is determinative). The Current Board believes that the New Trustees have balanced and diverse experiences, skills, attributes and qualifications, which will allow the New Board to operate effectively in governing the Fund and protecting the interests of shareholders. Among the factors the Current Board considered when concluding that each nominee should serve on the New Board were the following: availability and commitment to attend meetings and perform the responsibilities of a trustee; personal and professional background; educational background; financial expertise; ability to review critically, evaluate and discuss information provided to them; and ability to interact effectively with XAI, Madison, other service providers, and each other. Each nominees ability to perform his or her duties effectively is evidenced by professional accomplishments and prior or current management positions and experience. Furthermore, with respect to Mr. Jones, the Current Board considered his tenure on the Current Board and his familiarity with the Fund and Madison, as well as XAI.Following is a summary of various qualifications, experiences and skills of each nominee (in addition to business experience during the past five years as set forth in the table above) that contributed to the Current Boards conclusion that each individual should serve on the New Board. References to the qualifications, attributes and skills of the New Trustees do not constitute the 24holding out of any New Trustee as being an expert under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the SEC.Independent Trustee NomineesDanielle Cupps. Ms. Cupps has experience as a Director of CEO & Financial Communications, at McDonalds Corporation, Managing Director at Kinzie Capital Partners, a private equity firm, Managing Director at BLG Capital Advisors, a family office managing a global portfolio of alternative assets, in various roles, including Director of Corporate and Strategic Development and Chief of Staff in the Office of the Chief Financial Officer, at Boeing Company, Vice President at Code Hennessy & Simmons LLC, a private equity firm, and Associate in the private equity funds group at Goldman, Sachs & Co. Ms. Cupps is experienced in financial, regulatory and investment matters.Gregory Dingens. Mr. Dingens has over 25 years of investment management experience, including as Executive Vice President of Monroe Financial Partners, Inc., Member of Siena Capital Partners, a private investment fund, director of Qwickrate LLC, and Managing Director at both Lehman Brothers and Merrill Lynch. Mr. Dingens is experienced in financial, regulatory and investment matters.Philip Franklin. Mr. Franklin has experience as Chairman of Tribune Publishing Company, Chief Financial Officer and Executive Vice President of Littelfuse, Inc. and Chief Financial Officer and Vice President at OmniQuip International. Mr. Franklin is experienced in financial, accounting and regulatory matters.Scott Craven Jones. Mr. Jones has experience as a director at Carne Global Financial Services (US) LLC, Chief Operating Officer, Chief Financial Officer and Treasurer of Aurora Investment Management LLC, Executive Vice President and Chief Administrative Officer of Calamos Asset Management, Inc., Managing Director at Northern Trust Global Investments, in various roles at Nuveen Investments and as a trustee at various other fund complexes. Mr. Jones is experienced in financial, accounting, regulatory and investment matters.Interested Trustee NomineeWilliam Meyers. Mr. Meyers has over 35 years of investment management experience, including as President of Riivendell Financial Group, LLC, Senior Advisor at XA Investments, LLC, Senior Managing Director and Managing Director of Nuveen Securities, LLC and Nuveen Fund Advisors, LLC and Senior Vice President of Nuveen. Mr. Meyers is experienced in financial, regulatory and investment matters.Proposed New Executive Officers of the FundSet forth below is information concerning the persons who are anticipated to be elected as executive officers of the Fund by the New Board following the Closing Date. Officers serve at the pleasure of the board and until their successors are appointed and qualified or until their earlier resignation or 25removal. The business address of each person listed below is 321 North Clark Street, Suite 2430, Chicago, Illinois 60654, unless otherwise stated.Name and Year of BirthProposed Position(s) with the FundPrincipal Occupation(s) During the Past Five YearsTheodore J. Brombach1963President and Chief Executive OfficerCo-Chief Executive Officer of XAI (2016-present); Co-Founding Partner of XMS Capital Partners, LLC (2006-present).Kimberly Ann Flynn 1977Vice PresidentPresident, XAI (2024-present); Managing Director, XAI (2016-2024); Senior Vice President, Head of Product Development (2013-2016), Vice President (2009-2013), Assistant Vice President (2007-2009) and Associate (2004-2007), Nuveen Investments. Benjamin D. McCulloch 1981Chief Legal Officer and SecretaryGeneral Counsel & Managing Director, XAI (2019-present); Chief Compliance Officer, XAI (2021-present); Associate, Drinker Biddle & Reath LLP (2015-2019); Associate Counsel, First Trust Portfolios LP (2012-2015). Derek Mullins(1) 1973Chief Financial Officer and TreasurerManaging Partner, PINE Advisor Solutions, LLC (2018-present); Chief Financial Officer and Treasurer, Destra Investment Trust (2 portfolios) (2018-present); Chief Financial Officer and Treasurer, BlueBay Destra International & Event-Driven Credit Fund (2018-present); Chief Financial Officer and Treasurer, Destra Multi-Alternative Fund (2018-present); Chief Financial Officer and Treasurer, Primark Private Equity Investments Fund (2020-present); Chief Financial Officer and Treasurer, Bow River Capital Evergreen Fund (2020-present); Chief Financial Officer and Treasurer, Forum Real Estate Income Fund (2021-present).John Yogi Spence1962Vice PresidentCo-Chief Executive Officer, XAI (2016-present); Co-Founding Partner, XMS Capital Partners, LLC (2006-present).26Name and Year of BirthProposed Position(s) with the FundPrincipal Occupation(s) During the Past Five YearsRandi Roessler(1) 1981Chief Compliance OfficerDirector, PINE Advisor Solutions, LLC (2023-present); Chief Compliance Officer, Destra Investment Trust (2 portfolios) (2023-present); Chief Compliance Officer, BlueBay Destra International & Event-Driven Credit Fund (2023-present); Chief Compliance Officer, Destra Multi-Alternative Fund (2023-present); Chief Compliance Officer, ONEFUND Trust (2023-present); Chief Compliance Officer, Boston Trust Walden Funds (10 portfolios) (2023-present); Chief Compliance Officer, IDX Funds (2 portfolios) (2023-present); Chief Compliance Officer, Davis Selected Advisers, L.P., Davis Funds, Selected Funds, the Clipper Fund Trust, the Davis Fundamental ETF Trust, and Davis Distributors, LLC (2018-2023).(1) The business address of this person is: c/o PINE Advisors, LLC, 501 S. Cherry St., Suite 1090, Denver, CO 80246.Information about the Current Board of TrusteesSet forth below is information concerning the members of the Current Board, each of whom (with the exception of Mr. Jones) will resign upon the election of the New Trustees, which resignation shall be effective as of the Closing Date. The mailing address for each member of the Current Board is 550 Science Drive, Madison, Wisconsin 53711, except that Mr. Jones mailing address is 321 North Clark Street, Suite 2430, Chicago, Illinois 60654.Name and Year of BirthPosition(s) Held with Fund and Length of Time ServedPrincipal Occupation(s)During the Past Five YearsNumber of Portfolios Overseen inMadison Fund Complex (1)Other Directorshipsheld by TrusteeIndependent TrusteesRichard E. Struthers1952Class I Trustee, since 2017; current term ends 2026Clearwater Capital Management (investment advisory firm), Naples, FL, Chair and Chief Executive Officer, 1998 Present.34Madison Funds (15 open end funds) and Ultra Series Fund (14 open end funds), 2004 Present; Madison ETFs (4 open end funds), June 2023 Present.27Name and Year of BirthPosition(s) Held with Fund and Length of Time ServedPrincipal Occupation(s)During the Past Five YearsNumber of Portfolios Overseen inMadison Fund Complex (1)Other Directorshipsheld by TrusteeScott C. Jones1962Class II Trustee, since 2021; current term ends 2027See Mr. Jones biographical information in table above under the heading New Board of Trustees Nominees.16See Mr. Jones biographical information in table above under the heading New Board of Trustees Nominees.Steven P. Riege1954Class III Trustee, since 2015; current term ends 2025Ovation Leadership (management consulting), Milwaukee, WI, Owner/President, 2001 Present.Madison Funds (15 open end funds) and Ultra Series Fund (14 open end funds), 2005 Present; Madison ETFs (4 open end funds), June 2023 PresentInterested TrusteesJill M. Friedow(2)1964Class II Trustee, since 2023; current term ends 2027Vice President, 2023 PresentMadison Investment Holdings, Inc. (MIH), Madison Investment Advisors, LLC (MIA) and Madison Asset Management, LLC (Madison), Chief Technology Officer & Director of Operations, 2019-Present; Vice President & Director of Operations, 2010 - 2019; Vice President & Operations Manager, 2003-2010; Operations Manager, 1999-2003.30Madison Funds (15 open end funds) and Ultra Series Fund (14 open end funds), 2023 Present.(1) The term Madison Fund Complex refers to (i) the Madison Funds with 15 portfolios, (ii) the Ultra Series Fund with 14 portfolios, (iii) the Madison ETFs Trust with 4 active portfolios, and (iv) the Fund.(2) Ms. Friedow is an interested person of the Fund because of her position with Madison.For the Funds last fiscal year, the Current Board met five times. Each member of the Current Board attended 100% of the board meetings and the meetings of the board committees on which the trustee served during such period. Shareholders wishing to communicate with the Current Board or individual trustees should send such correspondence to the offices of Madison, 28550 Science Drive, Madison, Wisconsin 53711, c/o MCN, Secretary. Shareholder communications will be sent directly to the applicable board member(s). The Fund currently does not have a policy with respect to board members attendance at shareholder meetings.Current Executive Officers of the FundThe following table sets forth information concerning the current executive officers of the Fund, each of whom is expected to resign following the Closing of the Transaction, as the New Board is expected to appoint executive officers from the XAI organization and/or service providers to XAI. Jill Friedow is a Vice President of the Fund, and her biographical information is provided under the heading Information about the Current Board of Trustees, above. The mailing address for each current executive officer is 550 Science Drive, Madison, Wisconsin 53711.Name and Year of BirthPosition(s) Held with FundTerm of Office and Length of Time ServedPrincipal Occupation(s) During Past Five YearsPatrick F. Ryan1979PresidentSince March 2020Madison and MIA, Head of Multi-Asset Solutions and Portfolio Manager, 2018 Present; Madison Funds and Ultra Series Fund, President, March 2020 - Present; Madison ETFs, President, June 2023 PresentSteve J. Fredricks1970Chief Compliance Officer and Assistant SecretarySince 2018Madison and MIA, Chief Legal Officer, March 2020 Present and Chief Compliance Officer, 2018 Present; Madison Funds and Ultra Series Fund, Chief Compliance Officer and Assistant Secretary, 2018 - Present; Madison ETFs, Compliance Officer and Assistant Secretary, June 2023 Present; Jackson National Asset Management, LLC, Senior Vice President and Chief Compliance Officer, 2005 2018Greg D. Hoppe1969Vice President;Chief Financial OfficerSince March 2020; Since 2019MIH and MIA, Vice President, 1999 - Present; Madison, Vice President, 2009 Present; Madison Funds and Ultra Series Fund, Chief Financial Officer, 2019 - Present; Madison ETFs, Chief Financial Officer and Treasurer, June 2023 Present29Name and Year of BirthPosition(s) Held with FundTerm of Office and Length of Time ServedPrincipal Occupation(s) During Past Five YearsKyle Schalow1995Assistant TreasurerSince July 2024Madison and MIA, Senior Accountant, 2022 - Present; Madison Funds, Ultra Series Fund and Madison ETFs Trust, Assistant Treasurer, July 2024 PresentBaker Tilly US LLP, Senior Accountant, 2018 2022Terri Wilhelm1968Secretary;Assistant SecretarySince July 2024; from 2022 - June 2024Madison and MIA, Senior Compliance Analyst, September 2022 Present; Madison Funds and Ultra Series Fund, Secretary, July 2024 - Present and Assistant Secretary 2022 June 2024; Madison ETFs, Secretary July 2024 - Present and Assistant Secretary, June 2023 July 2024;State of Wisconsin Investment Board, Senior Paralegal, 2017 2022Brandon Redwing1979Assistant Secretary andAnti-Money Laundering OfficerSince July 2024Madison and MIA, Mutual Fund Operations Manager, April 2024 - Present; Madison Funds, Ultra Series Fund and Madison ETFs Trust, Assistant Secretary and Anti-Money Laundering Officer, July 2024 Present. SS&C Technologies, Client Relationship Manager 2020 March 2024Current Board Committees, Leadership Structure and Risk Oversight Committees. The Current Board has determined that the efficient conduct of the trustees affairs makes it desirable to delegate responsibility for certain specific matters to committees of the Current Board. The committees meet as often as necessary, either in conjunction with regular meetings of the trustees or otherwise. The Current Board currently has two standing committees: the Audit Committee and the Nominating and Governance Committee.Audit Committee. The Current Board has an Audit Committee which is comprised of Richard E. Struthers (Chair), Steven P. Riege and Scott C. Jones. In addition to being independent trustees, as defined under the 1940 Act, each of these trustees also meets the additional independence requirements set forth in the NYSE Listed Company rules. The Audit Committee is charged with selecting an independent registered public accounting firm for the Fund and reviewing accounting matters with the Funds independent registered public accounting firm. The Audit Committee 30of the Current Board met four times during the last fiscal year. The Audit Committee presents the following report:The Audit Committee: (i) reviewed and discussed with management of the Fund the audited financial statements of the Fund for the fiscal year ended December 31, 2023; (ii) discussed with the Funds independent registered public accounting firm the matters required to be discussed under Public Company Accounting Oversight Board ("PCAOB") Auditing Standard No. 16, Communications with Audit Committee and all other communications required by other PCAOB Standards or Rules; and (iii) received the written disclosures and the letter from the Funds independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent accountants communications with the Audit Committee concerning the independence of the Funds independent registered public accounting firm. Based on these reviews and discussions, the Audit Committee recommended to the Current Board that the financial statements be included in the Funds Annual Report for the fiscal year ended December 31, 2023 and filed with the SEC.The Audit Committee is governed by a written charter, the most recent version of which was approved by the Current Board on May 23, 2024 (the Audit Committee Charter). In accordance with proxy rules promulgated by the SEC, the Funds Audit Committee Charter is required to be filed at least once every three years as an exhibit to the Funds proxy statement, and was last filed in 2022 as Attachment A to the Funds proxy statement. It is also available on the Funds website at www.madisonfunds.com. You may request a hard copy of the Audit Committee Charter to be mailed to you by calling the Fund toll-free at 1-800-767-0300.Nominating & Governance Committee. The Current Board has a Nominating & Governance Committee which is comprised of Steven P. Riege (Chair), Richard E. Struthers and Scott C. Jones. In addition to being independent trustees, as defined under the 1940 Act, each of these trustees also meets the additional independence requirements set forth in the NYSE Listed Company rules. The Nominating & Governance Committee of the Current Board met four times during the last fiscal year.The Nominating & Governance Committee is governed by a written charter, the most recent version of which was approved by the Current Board on February 22, 2024 (the Nominating & Governance Committee Charter). In accordance with proxy rules promulgated by the SEC, the Funds Nominating & Governance Committee Charter is required to be filed at least once every three years as an exhibit to the Funds proxy statement, and was last filed in 2022 as Attachment B to the Funds proxy statement. It is also available on the Funds website at www.madisonfunds.com. You may request a hard copy of the Nominating & Governance Committee Charter to be mailed to you by calling the Fund toll-free at 1-800-767-0300.As part of its duties, the Nominating & Governance Committee makes recommendations to the full Current Board with respect to candidates for the board. The Nominating & Governance Committee also will consider 31trustee candidates recommended by shareholders. In considering candidates submitted by shareholders, the Nominating & Governance Committee will take into consideration the needs of the board and the qualifications of the candidate. To have a candidate considered by the Nominating & Governance Committee, a shareholder must submit the recommendation in writing and must include the information required by the Procedures for Shareholders to Submit Nominee Candidates, which are set forth in Appendix A to the Nominating & Governance Committee Charter. The shareholder recommendation must be sent to the Funds Secretary, c/o Madison Asset Management, LLC, 550 Science Drive, Madison, Wisconsin 53711.Leadership Structure. The Current Board is relatively small and operates in a collegial atmosphere. Although no member is formally charged with acting as Chair, Mr. Ryan, the President of the Fund, acts as the Chairperson of board meetings. All Current Board members are expected to provide their input into establishing the boards meeting agenda. Likewise, each Current Board meeting contains a standing agenda item for any board member to raise new or additional items he or she believes is important in connection with Fund governance. The Current Board has charged Mr. Riege with acting as the lead independent trustee for purposes of communicating with Madison, the Funds Chief Compliance Officer, counsel to the independent trustees and Fund counsel on matters relating to the Current Board as a whole. The independent trustees often meet in executive session without representatives of Madison present (including meetings with counsel, the Chief Compliance Officer, and the Funds independent public accounting firm).Current Boards Role in Risk Oversight. Madison is responsible for the overall risk management of the Fund, which includes supervising its affiliated and third-party service providers and identifying and mitigating possible events that could adversely impact the Funds business, operations or performance. Risks to the Fund include investment, legal, compliance and regulatory risks, as well as the risk of operational failure or lack of business continuity. The Current Board oversees risk management of the Funds investment programs through the Audit Committee and through oversight by the Current Board itself. The Chief Compliance Officer of the Fund, who reports directly to the independent trustees, provides the Current Board with quarterly updates and a comprehensive annual report regarding the processes and controls in place to address regulatory, compliance, legal and operational risk. The Current Board exercises its oversight in conjunction with Madison, the Funds Chief Compliance Officer, Fund counsel and counsel to the independent trustees by requesting reports and presentations at regular intervals throughout the year. Additionally, the Audit Committee receives periodic reports from the Funds independent accountants. The Current Boards committee structure requires an independent trustee to serve as chair of the Nominating & Governance Committee and the Audit Committee. The Current Board receives regular written reports describing and analyzing the investment performance of the Fund. In addition, the portfolio managers of the Fund meet with the Current Board periodically to discuss portfolio performance and answer the Boards questions with respect to portfolio strategies and risks. The Current Board also receives regular written reports from the Funds Chief Financial Officer that enable the Board to monitor the number of fair valued securities in the Funds portfolio, the reasons for the fair valuation and the methodology used to arrive at the fair value. Such reports 32also include information concerning illiquid securities within the Funds portfolio. The Current Board and/or the Audit Committee may also review valuation procedures and pricing results with the Funds independent auditors in connection with the review of the results of the audit of the Funds year-end financial statements. The Current Board also receives regular compliance reports prepared by the compliance staff of Madison, and meets regularly with the Funds Chief Compliance Officer to discuss compliance issues, including compliance risks. As required under applicable rules, the independent trustees meet regularly in executive session with the Funds Chief Compliance Officer. The Current Board also adopts compliance policies and procedures for the Fund and approves such procedures as appropriate for certain of the Funds service providers. The compliance policies and procedures are specifically designed to detect and prevent violations of the federal securities laws.The Current Board recognizes that it is not possible to identify all of the risks that may affect the Fund or to develop processes and controls to eliminate or mitigate their occurrence or effects. The Current Board periodically reviews the effectiveness of its oversight of the Fund and the processes and controls in place to limit identified risks. The Current Board may, at any time and in its discretion, change the manner in which it conducts its risk oversight role.Given the small size of the Current Board, its committee structure, the openness of Current Board meetings to active input by all Current Board members, its utilization of executive sessions, the role of the lead independent trustee and the Current Boards quarterly focus on compliance and risk management, the Current Board has determined that its current leadership structure is appropriate for the protection of Fund investors.New Board Proposed Committees, Leadership Structure and Risk Oversight Committees. It is expected that the New Board will establish two standing committees, an Audit Committee and a Governance Committee. The committees are expected to meet as often as necessary, either in conjunction with regular meetings of the trustees or otherwise.Audit Committee. The Audit Committee will be generally responsible for reviewing and evaluating issues related to the accounting and financial reporting policies and internal controls of the Fund and, as appropriate, the internal controls of certain service providers, overseeing the quality and objectivity of the Funds financial statements and the audit thereof and acting as a liaison between the New Board and the Funds independent registered public accounting firm. It is expected that the Audit Committee will be composed entirely of independent trustees. The Audit Committee will be governed by a written Audit Committee Charter, which will be approved by the New Board at its first meeting. Once approved, a copy of the Audit Committee Charter will be available on the Funds website at www.xainvestments.com.Governance Committee. The Governance Committee will be responsible for recommending qualified candidates to the New Board in the event that a position is vacated or created. In considering trustee nominee candidates, the Governance Committee will take into account a wide variety of factors, including the overall diversity of the New Boards composition. It is expected that the Governance Committee will be composed entirely of 33independent trustees. It is anticipated that the Governance Committee will consider recommendations by shareholders if a vacancy were to exist. In considering candidates recommended to the Governance Committee by shareholders, the Governance Committee will take into consideration the needs of the New Board and the qualifications of the candidate. The Governance Committee may also take into consideration the number of shares held by the recommending shareholder and the length of time that such shares have been held. In order to be considered, following the Closing Date, such recommendations should be forwarded to the Secretary of the Fund, c/o XA Investments LLC, 321 North Clark Street, Suite 2430, Chicago, Illinois 60654. The Governance Committee will be governed by a written Governance Committee Charter, which will be approved by the New Board at its first meeting. Once approved, a copy of the Governance Committee Charter will be available on the Funds website at www.xainvestments.com.Leadership Structure. The primary responsibility of the New Board will be to represent the interests of the Fund and its shareholders, and to provide oversight of the management of the Fund. The New Board will be comprised of five trustees, four of whom (including the chairperson) are independent trustees and one of whom is an interested trustee. Generally, the New Board will act by majority vote of all the trustees, including a majority vote of the independent trustees if required by applicable law.It is proposed that Mr. Dingens will be appointed as the independent chairperson, who will preside at meetings of the New Board and who will be responsible for, among other things, setting the tone of New Board meetings and seeking to encourage open dialogue and independent inquiry among the New Trustees and management. The New Board will meet regularly four times each year to discuss and consider matters concerning the Fund, and also hold special meetings to address matters arising between regular meetings. Regular meetings generally will take place in-person; other meetings may take place in-person or by telephone. The New Board will establish two standing committees (as described above) and will delegate certain responsibilities to those committees, each of which will be comprised solely of independent trustees. The New Board and its committees will meet periodically throughout the year to oversee the Funds activities, review contractual arrangements with service providers, review the Funds financial statements, oversee compliance with regulatory requirements, and review performance. The independent trustees will be represented by independent legal counsel at board and committee meetings and will regularly meet outside the presence of Fund management. The New Board believes that this leadership structure, including an independent chairperson, a supermajority of independent trustees and committee membership limited to independent trustees, is appropriate in light of the characteristics and circumstances of the Fund.New Boards Role in Risk Oversight. The New Board will oversee risk directly and through the committee structure it intends to establish. As described above, the New Board expects to establish an Audit Committee and a Governance Committee to assist in its oversight functions, including its oversight of the risks of the Fund. Each committee will report its activities to the New Board on a regular basis. The New Board intends to adopt and periodically review policies, procedures and controls designed to address different types of risks, including, among others, investment risk, liquidity risk, operational risk, and valuation risk, as well as the overall business risk 34relating to the Fund. The New Board will also oversee the implementation of a variety of processes, procedures and controls by the Fund, XAI, Madison and other service providers to the Fund to address various risks. In addition, as part of the New Boards anticipated periodic review of the Funds service provider agreements, including agreements with XAI and Madison, the New Board may consider risk management aspects of the service providers operations and the functions for which they are responsible.The New Board will appoint a Chief Compliance Officer for the Fund, who will oversee the development of compliance policies and procedures of the Fund that are reasonably designed to minimize the risk of violations of the federal securities laws. The Chief Compliance Officer will report directly to the New Boards independent trustees, and will provide presentations to the New Board at its quarterly meetings and an annual report on the application of the compliance policies. The New Board will discuss relevant risks affecting the Fund with the Chief Compliance Officer at these meetings. The New Board will approve compliance policies and will review the Chief Compliance Officers reports. Further, the New Board will annually review the effectiveness of the compliance policies, as well as the appointment and compensation of the Chief Compliance Officer.The New Board will require officers of the Fund to report to the New Board on a variety of matters at regular and special meetings of the New Board and its committees, as applicable, including matters relating to risk management. The Audit Committee will also receive reports from the Funds independent registered public accounting firm on internal control and financial reporting matters. In addition, the New Board will receive reports from XAI and Madison on the investments and securities trading of the Fund. The New Board will also require XAI and Madison to report to the New Board on other matters relating to risk management on a regular and as-needed basis.Board CompensationThe following table sets forth the compensation paid to each member of the Current Board by the Fund for the Funds fiscal year ended December 31, 2023. In addition, all independent trustees are reimbursed for reasonable travel and out-of-pocket expenses incurred to attend meetings of the Current Board or its committees. The Funds interested trustees and officers receive no compensation from the Fund for performing the duties of their office. 35Trustee NameAggregate Compensationfrom FundTotal Compensation from Fund and Madison Fund Complex(1)Scott C. Jones$12,000$74,000Steven P. Riege(2)$13,000$123,000Richard E. Struthers$12,000$115,000(1) The term Madison Fund Complex refers to (i) the Madison Funds with 15 portfolios, (ii) the Ultra Series Fund with 14 portfolios, (iii) the Madison ETFs Trust with 4 active portfolios, and (iv) the Fund. (2) As lead independent trustee, Mr. Riege receives an additional $8,000 from the Madison Fund Complex, $1,000 of which is allocated to the Fund.Board Transactions with Fund AffiliatesAs of the date hereof, none of the independent trustees on the Current Board, the nominees for independent trustee on the New Board, nor their immediate family members owned beneficially or of record any securities of Madison, XAI, or any of their affiliates. In addition, during the past five years, neither the independent trustees on the Current Board, the nominees for independent trustee on the New Board, nor members of their immediate families, had a direct or indirect interest, the value of which exceeds $120,000, in Madison, XAI, or any of their affiliates. Likewise, since the beginning of the last two completed fiscal years of the Fund, neither the independent trustees on the Current Board, the nominees for independent trustee on the New Board, nor members of their immediate families had a direct or indirect interest in any transaction or series of transactions, the value of which exceeds $120,000 and to which any of the following persons was (or is to be) a party: (i) the Fund, (ii) any officer of the Fund, or (iii) Madison, XAI, or any of their affiliates. Consequences of Shareholders not approving the New BoardIf the New Board is not approved by shareholders, the Fund will abandon all three Proposals, and Madison will continue to serve as the investment adviser of the Fund and the Current Board will continue to oversee the Fund. Recommendation of the Board of TrusteesFor the reasons set forth above, the Current Board recommends that shareholders of the Fund vote FOR each New Trustee.36ADDITIONAL INFORMATIONInformation about the FundThe Fund is a closed-end management investment company organized as a Delaware statutory trust. Madison Asset Management, LLC is the investment adviser to the Fund. Madisons principal office is located at 550 Science Drive, Madison, Wisconsin 53711. In addition to investment management services, under the Existing Advisory Agreement, Madison is also responsible for managing the Funds administrative affairs under an Existing Services Agreement, and in this capacity, oversees State Street Bank and Fund Company (State Street), which currently serves as sub-administrator to the Fund. State Streets address is 801 Pennsylvania Avenue, Kansas City, Missouri 64105. The Funds current custodian is State Street, and its current transfer agent is Computershare, 150 Royall Street, Suite 101, Canton, MA 02021. The Fund does not place any brokerage transactions with any affiliates of Madison. XA Investments LLC is proposed to be the new investment adviser to the Fund as a result of the Transaction, with Madison serving as the subadviser to the Fund. XAIs principal office is located at 321 North Clark Street, Suite 2430, Chicago, Illinois 60654. Information about MadisonMadison Asset Management, LLC was founded in 1974, and is a direct, wholly-owned (100% owned) subsidiary of Madison Investment Holdings (MIH), the ultimate corporate parent of Madison. Both Madisons and MIH's principal office is located at 550 Science Drive, Madison, Wisconsin 53711. As of May 31, 2024, Madison and its affiliates managed approximately $25.7 billion in assets, including open-end mutual funds, separately managed accounts and wrap accounts. Exhibit B contains information with respect to other funds managed by Madison which have a similar investment objective as the Fund. The mailing address of principal officers and directors of MIH is 550 Science Drive, Madison, Wisconsin 53711. Information regarding the principal executive officers and directors of Madison is as follows: NameTitle/Principal OccupationSteven CarlChairman of the Board and Board Member of MIH; (Principal Executive Officer; Chief Distribution Officer)Paul LefurgeyBoard Member of MIH(Retired)Frank BurgessBoard Member of MIH(Retired)Richard EisingerBoard Member of MIH(Head of Equities, Portfolio Manager)Information about XAIXA Investments LLC was founded in 2016 by XMS Capital Partners. XAIs principal office is located at 321 North Clark Street, Suite 2430, Chicago, Illinois 60654. As of May 31, 2024, XAI and its affiliates managed $681 million in assets, including two closed-end funds. XAI also provides investment fund restructuring and consulting services focused on closed-end 37funds. Exhibit B contains information with respect to other funds managed by XAI which have a similar investment objective as the Fund. Information regarding the principal executive officers and directors of XAI is as follows:NameTitleJohn Yogi SpenceCo-Chief Executive OfficerTheodore F. BrombachCo-Chief Executive OfficerKimberly Ann FlynnPresidentBenjamin D. McCullochGeneral Counsel & Managing DirectorKevin B. DavisManaging Director & Head of SalesInformation about Independent Registered Public Accounting FirmFor the fiscal years ended December 31, 2022 and December 31, 2023, and the current fiscal year ending December 31, 2024, Deloitte & Touche LLP (D&T) has been selected as the Funds independent registered public accounting firm by the Audit Committee of the Fund to audit the accounts of the Fund. The Fund does not know of any direct or indirect financial interest of D&T in the Fund. Representatives of D&T will not be in attendance at the Meeting.Audit Fees. The aggregate fees billed to the Fund by D&T for professional services rendered for the audit of the Funds annual financial statements for the Funds fiscal years ended December 31, 2022 and December 31, 2023 were approximately $23,950 and $24,450, respectively.Audit-Related Fees. The aggregate fees billed by D&T and approved by the Audit Committee of the Fund for the Funds fiscal years ended December 31, 2022 and December 31, 2023 for assurance and related services reasonably related to the performance of the audit of the Funds annual financial statements were $0 and $0, respectively. D&T did not perform any other assurance and related services that were required to be approved by the Funds Audit Committee for such periods.Tax Fees. The aggregate fees billed by D&T and approved by the Audit Committee of the Fund for the Funds fiscal years ended December 31, 2022 and December 31, 2023 for professional services rendered for tax compliance, tax advice, and tax planning were approximately $4,652 and $4,799, respectively (such fees relate to tax services provided by D&T in connection with the review of the Funds tax returns). D&T did not perform any other tax compliance or tax planning services or render any tax advice that was required to be approved by the Funds Audit Committee for such periods.All Other Fees. Other than those services described above, D&T did not perform any other services on behalf of the Fund for the Funds fiscal years ended December 31, 2022 and December 31, 2023.Audit Committees Pre-Approval Policies and Procedures. As noted above, the Audit Committee is governed by the Audit Committee Charter, which includes Pre-Approval Policies and Procedures. The Audit Committee of the Fund has (i) pre-approved all audit and non-audit services provided by D&T to the Fund, and (ii) all non-audit services provided by D&T to Madison, or any entity controlling, controlled by, or under common control with Madison that provides ongoing services to the Fund which are related to the operations of the Fund (of which there were none), for the fiscal years ended December 3831, 2022 and December 31, 2023. None of the services described above for the Funds fiscal years ended December 31, 2022 and December 31, 2023 were approved by the Audit Committee pursuant to the pre-approval exception under Rule 2-01(c)(7)(i)(c) of Regulation S-X promulgated by the SEC.Voting InformationGeneral; Record Date. The record holders of the outstanding shares of the Fund as of the close of business on July 22, 2024 (the Record Date) are entitled to vote at the Meeting and any adjournment or postponement thereof. Each shareholder is entitled to one vote per share and a fractional vote with respect to fractional shares. Whether you expect to be personally present at the Meeting or not, we encourage you to vote by proxy. You can do this by phone or the Internet or by completing, dating, signing, and returning the accompanying proxy card using the enclosed postage prepaid envelope. By voting by proxy, your shares will be voted as you instruct. If no choice is indicated, your shares will be voted FOR each Proposal, and in the discretion of the persons named as proxies on such other matters that properly may come before the Meeting.Any shareholder giving a proxy may revoke it at any time before it is exercised at the Meeting by submitting to the Secretary of the Fund a written notice of revocation or a subsequently signed proxy card (i.e., a later-dated proxy), or by attending the Meeting and voting in person. A prior proxy can also be revoked by proxy voting again through the website or toll-free number noted on the enclosed proxy card. Proxy cards and written notices of revocation must be received by the Fund prior to the Meeting. If not so revoked, the shares represented by the proxy will be voted at the Meeting and any postponements or adjournments of the Meeting. Attendance by a shareholder at the Meeting does not by itself revoke a proxy.As of the Record Date, the Fund had 21,087,537 shares issued and outstanding.Solicitation of Proxies and Related Costs. The solicitation of proxies will occur principally by mail. In addition to solicitation by mail, certain officers and representatives of the Fund and officers and employees of Madison (who will receive no extra compensation for their services) and representatives of the Funds proxy solicitor, Computershare, may solicit proxies by telephone, the Internet, facsimile, letter, or other electronic means. If instructions are recorded by telephone, the person soliciting the proxies will use procedures designed to authenticate shareholders identities to allow shareholders to authorize the voting of their shares in accordance with their instructions, and to confirm that a shareholders instructions have been properly recorded.The expenses incurred in connection with preparing the Proxy Statement and its enclosures and all related legal and proxy solicitation expenses will be paid by Madison and/or XAI. These expenses are estimated to be approximately $250,000.Quorum. In order for a vote on any Proposal to be taken at the Meeting, there must exist a quorum of shareholders of the Fund eligible to vote on such Proposal. To have a quorum, the holders of a majority of the shares entitled to vote on each Proposal must be present in person or by proxy at the Meeting. 39For this purpose, whether a quorum exists is determined on a Proposal-by-Proposal basis.Abstentions and Broker Non-Votes. For purposes of determining the presence of a quorum for each Proposal, abstentions and broker non-votes are treated as present. Broker non-votes occur when a nominee holding shares for a beneficial owner does not vote on a Proposal because the nominee does not have discretionary voting powers with respect to that Proposal and has not received instructions from the beneficial owner. Abstentions and broker non-votes have the effect of a vote against Proposals 1 and 2, while abstentions and broker non-votes have no effect on the outcome of Proposal 3. Adjournment. It may become necessary from time to time to adjourn the Meeting in order to allow more time to solicit additional proxies, as necessary, if there are insufficient votes at the time of the Meeting to constitute a quorum or to approve any Proposal. Under the Funds governing documents, any meeting of shareholders, whether or not a quorum is present, may be adjourned from time to time by: (i) the vote of the majority of the shares represented at that meeting, either in person or by proxy; or (ii) in his or her discretion by the chairperson of the meeting. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting. Accordingly, if a quorum is not present at the Meeting with respect to any Proposal, it is expected that the holders of proxies will vote to authorize the adjournment of the Meeting with respect to such Proposal(s) in order to solicit additional proxies. Even if a quorum is present at the Meeting with respect to some or all Proposals, but there are insufficient votes to approve a Proposal, it is also expected that the holders of proxies will vote to authorize the adjournment of the Meeting to solicit additional proxies with respect to such Proposal(s). If the Meeting is adjourned, the adjourned meeting must be held not later than 180 days after the Record Date and may be held without further notice, other than an announcement at the Meeting in accordance with the Funds governing documents and as permitted under Delaware law. Votes Required to Pass the ProposalsProposal 1. In order for the New Advisory Agreement to be approved, it must be approved by the holders of a majority of the outstanding voting securities of the Fund. The term majority of the outstanding voting securities (as defined in the 1940 Act and used in this Proxy Statement) means: the affirmative vote of the lesser of (i) 67% or more of the voting securities of the Fund present at the Meeting if more than 50% of the outstanding voting securities of the Fund are present in person or by proxy, or (ii) more than 50% of the outstanding voting securities of the Fund. Proposal 2. In order for the New Subadvisory Agreement to be approved, it must be approved by the holders of a majority of the outstanding voting securities of the Fund, using the same definition of this term described above regarding Proposal 1. Proposal 3. In order for the New Trustees to be elected, the entire slate of nominees must be approved by the affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote at the Meeting. Votes withheld will have the same effect as a vote against the Proposal.Please note that if you sign, date, and return the proxy card, but do not specify a vote on each Proposal, your shares will be voted in favor of each Proposal, and in the discretion of the proxies named therein with respect to any other 40business that may properly come before the Meeting or any postponements or adjournments thereof. IMPORTANT: Each Proposal must be approved in order for the Fund to move forward with any of the Proposals. If shareholders do not approve one of the Proposals, the Fund will abandon all three Proposals, and Madison will continue to serve as the investment adviser of the Fund and the Current Board will continue to oversee the Fund. No Dissenters RightsShareholders have no rights under applicable law or the Funds Declaration of Trust or Bylaws to exercise dissenters rights of appraisal with respect to any Proposal.Summary of Certain Aspects of Delaware Control Share Acquisition StatuteThe Fund is subject to the control share acquisition statute (the Control Share Statute) contained in Subchapter III of the Delaware Statutory Trust Act (the DSTA), which became automatically applicable to listed closed-end funds, such as the Fund.The Control Share Statute provides for a series of voting power thresholds above which shares are considered control beneficial interests (referred to here as control shares). Once a threshold is reached, an acquirer has no voting rights under the DSTA with respect to shares acquired in excess of that threshold (i.e., the control shares) unless approved by shareholders of the Fund or exempted by the Board. The Control Share Statute provides procedures for an acquirer to request a shareholder meeting for the purpose of considering whether voting rights shall be accorded to control shares.The foregoing is only a summary of certain aspects of the Control Share Statute. Some uncertainty around the application under the 1940 Act of state control share statutes exists as a result of recent federal and state court decisions that have found that certain control share acquisition provisions violate the 1940 Act.Security Ownership of Management, Trustees and Principal ShareholdersAs of the Record Date, to the best of the knowledge of the Fund, no trustee or officer of the Fund beneficially owned 1% or more of the outstanding shares of the Fund, and the trustees and the officers of the Fund, as a group, beneficially owned less than 1% of the outstanding shares of the Fund. The Current Board is not aware of any arrangements, the operation of which may result in a change in control of the Fund. The following table shows the dollar range of the Funds equity securities that are beneficially owned* by each member of the Current Board and the existing officers as of the Record Date. As of the same date, the nominees for New Trustee did not hold any equity securities of the Fund. * Beneficial Ownership is determined in accordance with Section 16a-1(a)(2) of the Exchange Act.41Trustee/Officer NameDollar Range of Beneficially-Owned Securities of the FundAggregate Dollar Range of Beneficially-Owned Securities of the Madison Fund Complex(1)Scott C. JonesNoneOver $100,000Steven P. RiegeNone$10,001 - $50,000Richard E. StruthersNone$10,001 - $50,000Jill M. Friedow$0 - $10,000$50,001 - $100,000Patrick F. RyanNoneOver $100,000Steve J. FredricksNone$50,001 - $100,000Greg D. HoppeNoneOver $100,000Brandon RedwingNone$1 - $10,000Kyle SchalowNoneNoneTerri WilhelmNoneNone(1) The term Madison Fund Complex refers to (i) the Madison Funds with 15 portfolios, (ii) the Ultra Series Fund with 14 portfolios, (iii) the Madison ETFs Trust with 4 active portfolios, and (iv) the Fund.As of the Record Date, to the knowledge of the Fund, no person owned of record or owned beneficially more than 5% of the voting securities of the Fund.Section 16 Beneficial Ownership Reporting ComplianceSection 16(a) of the Exchange Act and Section 30(h) of the 1940 Act require the Funds executive officers and trustees, certain officers of the Funds investment adviser, affiliated persons of the investment adviser, and persons who beneficially own more than 10% of the Funds shares to file certain reports of ownership (Section 16 filings) with the SEC and the NYSE. Based upon the Funds review of the copies of such forms effecting the Section 16 filings received by it, the Fund believes that for Funds fiscal year ended December 31, 2023, all filings applicable to such persons were completed and filed in a timely manner.HouseholdingThe SEC has adopted rules that permit investment companies, such as the Fund, to satisfy delivery requirements for proxy statements with respect to two or more shareholders sharing the same address by delivering a single proxy statement addressed to those shareholders. This process, which is commonly referred to as householding, could result in extra convenience and cost savings for the Fund and its shareholders.If possible, depending on shareholder registration and address information, and unless you have otherwise opted out, only one copy of this Proxy Statement will be sent to shareholders at the same address. However, each shareholder will receive separate proxy cards. If you currently receive multiple copies of proxy statements or shareholder reports and would like to request to receive a single copy of documents in the future, please contact your financial services firm.42Shareholder Proposals for Subsequent MeetingsShareholder proposals intended for inclusion in the Funds proxy statement in connection with the Funds 2025 Annual Meeting of Shareholders pursuant to Rule 14a-8 under the Exchange Act, must be received by the Fund at its principal executive offices by February 12, 2025. In order for the proposals made outside of Rule 14a-8 under the Exchange Act to be considered timely within the meaning of Rule 14a-4(c) under the Exchange Act, such proposals much be received by the Fund at its principal executives offices not later than the close of business on May 3, 2025, nor earlier than the close of business on April 3, 2025. The timely submission of a proposal does not guarantee its inclusion. Whether a proposal is included in a proxy statement will be determined in accordance with applicable federal and state laws, as well as the Funds governing documents.Other Matters to Come Before the MeetingNo business other than the Proposals described in this Proxy Statement are expected to come before the Meeting, but should any other matter requiring a vote of shareholders arise, the persons named as proxies will vote thereon in their discretion according to their best judgment in the interests of the Fund and its shareholders.Dated: August 7, 2024PLEASE COMPLETE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED ENVELOPE. YOU MAY ALSO VOTE BY INTERNET OR TELEPHONE IN ACCORDANCE WITH THE INSTRUCTIONS SET FORTH ON THE ENCLOSED PROXY CARD.43EXHIBIT ANEW INVESTMENT ADVISORY AGREEMENTINVESTMENT ADVISORY AGREEMENTINVESTMENT ADVISORY AGREEMENT (the Agreement), dated as of [ ], 2024 between Madison Covered Call and Equity Strategy Fund, a Delaware statutory trust (the Trust), and XA Investments LLC, a Delaware limited liability company (the Adviser).WHEREAS, the Adviser has agreed to furnish investment management and advisory services to the Trust, a closed-end management investment company registered under the Investment Company Act of 1940, as amended (the 1940 Act);WHEREAS, the Adviser is a registered investment adviser under the Investment Advisers Act of 1940, as amended (the Advisers Act); WHEREAS, this Agreement has been approved in accordance with the provisions of the 1940 Act, and the Adviser is willing to furnish such services upon the terms and conditions herein set forth; andNOW, THEREFORE, in consideration of the mutual premises and covenants herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged, it is agreed by and between the parties hereto as follows:1. Appointment(a) The Trust hereby appoints the Adviser to act as the investment adviser to the Trust and to furnish the management and investment advisory services described herein, for the period and upon the terms herein set forth.(b) The Adviser hereby agrees, all as more fully set forth herein, to act as investment adviser to the Trust with respect to the investment of the Trusts assets and to supervise and arrange for the day-to-day operations of the Trust and the purchase of securities for and the sale of securities held in the investment portfolio of the Trust.(c) The Adviser for all purposes in this Agreement will be deemed to be an independent contractor and, unless otherwise expressly provided or authorized in this Agreement, will have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. 2. Duties and Obligations of the Adviser with Respect to Investment of Assets of the Trust. (a) Subject to the direction and control of the Trusts Board of Trustees, the Adviser shall:(i) act as investment adviser for and supervise and manage the investment and reinvestment of the Trusts assets and, in connection therewith, have complete discretion in purchasing and selling securities and other assets for the Trust and in voting, exercising consents and exercising all other rights appertaining to such securities and other A-1assets on behalf of the Trust; (ii) supervise the investment program of the Trust and the composition of its investment portfolio; and (iii) arrange, subject to the provisions of Section 5 hereof, for the purchase and sale of securities and other assets held in the investment portfolio of the Trust. (b) In performing its duties under this Section 2, the Adviser may delegate some or all of its duties and obligations under this Agreement to one or more investment sub-advisers; provided, however, that any such delegation shall be pursuant to an agreement with terms agreed upon by the Trust and approved in a manner consistent with the 1940 Act and provided, further, that no such delegation shall relieve the Adviser from its duties and obligations of management and supervision of the management of the Trusts assets pursuant to this Agreement and to applicable law.(c) The Adviser shall maintain business continuity, cybersecurity, disaster recovery and backup capabilities and facilities in keeping with industry standards and Securities and Exchange Commission (SEC) requirements through which the Adviser will be able to perform its obligations hereunder with minimal disruptions or delay. (d) To the extent prohibited by Regulation S-P, the Adviser and its affiliates will not disclose any non-public personal information, as defined in Regulation S-P, received from the Trust regarding any shareholder unless in accordance with an exception under Regulation S-P, or as otherwise may be permitted by law. The Adviser represents and warrants that, in accordance with applicable state privacy laws and Regulation S-P, it has implemented safeguards by adopting policies and procedures reasonably designed to: (i) insure the security and confidentiality of records and non-public personal information of shareholders; (ii) protect against any anticipated threats or hazards to the security or integrity of shareholder records and non-public personal information; and (iii) protect against unauthorized access to or use of such shareholder records or non-public personal information that could result in substantial harm or inconvenience to any shareholder. The Adviser shall treat confidentially all records of the Trust and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where the Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or (ii) when so requested by the Trust.(e) The Adviser acknowledges that, in compliance with the Bank Secrecy Act, as amended, the USA PATRIOT Act, and any implementing regulations thereunder (together, the AML Laws), the Trust has adopted anti-money laundering policies and procedures (the AML Policies). The Adviser agrees to comply with the Trusts AML Policies and the AML Laws, as the same may apply to the Adviser, now and in the future, and understands and agrees that the Trust may disclose information regarding the Adviser to governmental and/or regulatory or self-regulatory authorities to the extent required by applicable law or regulation and may file reports with such authorities as may be required by such law or regulation.A-2(f) The Adviser shall provide such information as may reasonably be requested by the Board under Section 15(c) of the 1940 Act in connection with its annual consideration of this Agreement.3. Duties and Obligations of the Adviser with Respect to the Management of the TrustThe Adviser shall perform the management services necessary for the operation of the Trust, including providing the Trust necessary personnel and such other services as the Adviser, subject to review by the Board of Trustees, from time to time shall determine to be necessary or useful to perform its obligations under this Agreement. The Adviser, also on behalf of the Trust, shall conduct relations with administrators, custodians, depositories, transfer agents, pricing agents, investor support service providers, investor relations providers, dividend disbursing agents, other shareholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable.4. Covenants(a) In the performance of its duties under this Agreement, the Adviser shall at all times conform to, and act in accordance with, any requirements imposed by:(i) the provisions of the 1940 Act and the Advisers Act and all applicable Rules and Regulations of the SEC; (ii) any other applicable provision of law; (iii) the provisions of this Agreement and Declaration of Trust and By-Laws of the Trust, as such documents are amended from time to time; (iv) the investment objective, policies and restrictions of the Trust as set forth in its Registration Statement on Form N-2; and (v) any policies and determinations of the Board of Trustees of the Trust.(b) The Adviser will maintain a written code of ethics (the Code of Ethics) pursuant to Rule 17j-1 under the 1940 Act, a copy of which will be provided to the Trust, and will institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Adviser will follow such Code of Ethics in performing its services under this Agreement.(c) The Adviser will maintain compliance policies and procedures adopted pursuant to Rule 206(4)-7 under the Advisers Act and Rule 38a-1 under the 1940 Act, a copy of which will be provided to the Trust, and follow such compliance policies and procedures in performing its services under this Agreement; and(d) The Adviser will cooperate with the chief compliance officer of the Trust in connection with the implementation and operation of the Trusts compliance policies and procedures adopted pursuant to Rule 38a-1 under the 1940 Act, and will prepare necessary reports and provide the Trusts chief compliance officer with access to information reasonably necessary for the Trust to comply with Rule 38a-1.A-35. Portfolio Transactions(a) In the performance of its duties under this Agreement, the Adviser will place orders either directly with the issuer or with any broker or dealer. Subject to the other provisions of this paragraph, in placing orders with brokers and dealers, the Adviser will attempt to obtain the best price and the most favorable execution of its orders, and all such brokerage placement shall be made in compliance with Section 28(e) of the Securities Exchange Act of 1934, as amended. In placing orders, the Adviser will consider the experience and skill of the firms securities traders as well as the firms financial responsibility and administrative efficiency. Consistent with this obligation, the Adviser may select brokers on the basis of the research, statistical and pricing services they provide to the Trust and other clients of the Adviser. Information and research received from such brokers will be in addition to, and not in lieu of, the services required to be performed by the Adviser hereunder. A commission paid to such brokers may be higher than that which another qualified broker would have charged for effecting the same transaction, provided that the Adviser determines in good faith that such commission is reasonable in terms either of the transaction or the overall responsibility of the Adviser to the Trust and its other clients and that the total commissions paid by the Trust will be reasonable in relation to the benefits to the Trust over the long-term. In no instance, however, will the Trusts securities be purchased from or sold to the Adviser, or any affiliated person thereof, except to the extent permitted by the SEC or by applicable law.(b) At the request of the Board of Trustees of the Trust, the Adviser will identify and provide a written description to the Board of Trustees of soft dollar arrangements that the Adviser maintains with respect to the Trust or with brokers or dealers that execute transactions for the Trust, and of research and other services provided to the Adviser by a broker or dealer (whether prepared by such broker or dealer or by a third party) as a result, in whole or in part, of the direction of Trust transactions to the broker or dealer. (c) From time to time, the Adviser or brokers or dealers affiliated with it may find themselves in a position to buy for certain of their clients (each an Account) securities which the Advisers investment advisory clients wish to sell, and to sell for certain of their clients securities which other advisory clients wish to buy. Where one of the parties is an advisory client, the Adviser or the affiliated broker or dealer cannot participate in this type of transaction (known as a cross transaction) on behalf of an advisory client and retain commissions from one or both parties to the transaction without the advisory clients consent. This is because in a situation where the Adviser is making the investment decision (as opposed to a brokerage client who makes his own investment decisions), and the Adviser or an affiliate is receiving commissions from both sides of the transaction, there is a potential conflicting division of loyalties and responsibilities on the Advisers part regarding the advisory client. The SEC has adopted a rule under the Advisers Act that permits the Adviser or its affiliates to participate on behalf of an Account in agency cross transactions if the advisory client has given written consent in advance. By execution of this Agreement, the Trust authorizes the Adviser or its affiliates to participate in agency cross transactions involving an Account. The Trust may revoke its consent at any time by written notice to the Adviser.A-46. ConfidentialityEach of the Trust and the Adviser acknowledge and agree that pursuant to this Agreement, either party may have access to the other partys confidential and proprietary information and materials concerning or pertaining to the others business. Each party will receive and hold such information in the strictest confidence, and acknowledge, represent, and warrant that it will use its best efforts to protect the confidentiality of this information. Each party agrees that, without the prior written consent of the other party, which approval shall not be unreasonably withheld, they will not use, copy, or divulge to third parties or otherwise use, except in accordance with the terms of this Agreement, any information obtained from or through the other party in connection with this Agreement; provided, however, this covenant shall not apply to information (i) which is in the public domain now or when it becomes in the public domain in the future, other than by reason of a breach of this Agreement, (ii) which has come to either party from a lawful source not bound to maintain the confidentiality of such information, other than from the other party or an affiliate or representative of that party, (iii) disclosures which are required by law, regulatory authority, regulation or legal process or are made to any regulatory agency in the normal course of an examination, audit or investigation involving such party, or (iv) disclosure as reasonably necessary in the course of business to third parties subject to a duty to maintain the confidentiality of the information.7. Services Not Exclusive(a) Nothing in this Agreement shall prevent the Adviser or any officer, employee or other affiliate thereof from acting as investment adviser for any other person, firm or corporation, or from engaging in any other lawful activity, and shall not in any way limit or restrict the Adviser or any of its officers, employees or agents from buying, selling or trading any securities for its or their own accounts or for the accounts of others for whom it or they may be acting; provided, however, that the Adviser will undertake no activities which, in its judgment, will adversely affect the performance of its obligations under this Agreement.(b) The Adviser may manage other investment accounts and funds, including those with investment objectives similar to the Trust. Securities considered as investments for the Trust may also be appropriate for other investment accounts and funds that may be managed by the Adviser. Subject to applicable laws and regulations, the Adviser will attempt to allocate equitably portfolio transactions among the portfolios of its other investment accounts and funds purchasing securities whenever decisions are made to purchase or sell securities by the Trust and one or more of such other accounts or funds simultaneously. In making such allocations, the main factors to be considered by the Adviser will be the respective investment objectives of the Trust and such other accounts and funds, the relative size of portfolio holdings of the same or comparable securities, the availability of cash for investment by the Trust and such other accounts and funds, the size of investment commitments generally held by the Trust and such accounts and funds, and the opinions of the persons responsible for recommending investments to the Trust and such other accounts and funds. 8. Books and Records(a) The Adviser undertakes and agrees to maintain or cause others to maintain, in the form and for the period required by Rule 31a-2 A-5under the 1940 Act, all records relating to the Trusts investments that are required to be maintained by the Trust pursuant to the 1940 Act with respect to the Advisers responsibilities under this Agreement for the Trust, and which are not otherwise maintained by the administrator, fund accounting agent, custodian or other service providers to the Trust.(b) In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Adviser hereby agrees that all records which it maintains for the Trust are the property of the Trust and further agrees to surrender promptly to the Trust any such records upon the Trusts request. 9. CustodyNothing in this Agreement will require the Adviser to take or receive physical possession of cash, securities, or other investments of the Trust. 10. Expenses(a) During the term of this Agreement, the Adviser will bear all costs and expenses of its employees and any overhead incurred in connection with its duties hereunder, except as provided pursuant to paragraph (c) of this Section 10, and shall bear the costs of any salaries or trustees fees of any officers or trustees of the Trust who are affiliated persons (as defined in the 1940 Act) of the Adviser.(b) The Trust will bear all other costs, fees and expenses of its operations and transactions, including those relating to: (1) organization; (2) calculation of the Trusts net asset value (including the cost and expenses of any independent valuation firm, agent or other provider); (3) expenses payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for the Trust and in monitoring the Trusts investments; (4) interest payable on indebtedness and dividends and distributions on preferred shares, as applicable, if any, incurred to finance the Trusts investments; (5) offerings of the Trusts common shares and other securities (including, all fees, costs and expenses related thereto); (6) fees payable to third parties, including agents, legal counsel, consultants or other advisors, relating to, or associated with, evaluating and making investments; (7) administrator, transfer agent and custodian fees; (8) federal and state registration fees; (9) all costs of registration and listing the Trusts shares on any securities exchange; (10) federal, state and local taxes; (11) independent trustees fees and expenses; (12) costs of preparing and filing reports or other documents required by governmental bodies (including the SEC), including printing costs; (13) costs of any reports, proxy statements or other notices to shareholders, including printing costs; (14) insurance premiums for fidelity bond and other insurance coverage, including the Trusts allocable portion of the fidelity bond, trustees and officers errors and omissions liability insurance, including independent trustees liability insurance, and any other insurance premium; (15) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; (16) brokerage commissions, assignment fees and other costs in connection with the purchase, holding or sale of securities and other investment instruments (including, without limitation, security settlement costs); (17) expenses incidental to holding meetings of the Trusts shareholders, including proxy solicitations therefor; provided, however, that the Trust will not bear such expenses with respect to any meeting of the Trusts shareholders held for the purpose of seeking shareholder approval of a new investment advisory agreement in connection A-6with a change of control of the Adviser; (18) unusual, non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust is a party and legal obligations that the Trust may have to indemnify the Trusts directors, officers and/or employees or agents with respect to these actions, suits or proceedings; and (19) all other expenses incurred by the Trust in connection with administering the Trusts business.(c) The Trust may, if and to the extent approved by the Board of Trustees, including a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, from time to time reimburse the Adviser for certain costs and expenses incurred by the Adviser in connection with the management of the Trusts assets, which may include the Trusts allocable share of portfolio management and trading software costs, research expenses (including modeling and analytic software costs), diligence expenses and out-of-pocket travel costs incurred in connection with the management of the Trusts assets. For the avoidance of doubt, in no event shall expenses associated with the general overhead of the Adviser be reimbursed by the Trust.11. Compensation of the Adviser(a) The Trust agrees to pay to the Adviser and the Adviser agrees to accept as full compensation for all services rendered by the Adviser as such, a monthly fee in arrears at an annual rate equal to 0.80% of the Trusts average daily value of the Trusts Managed Assets. For any period less than a month during which this Agreement is in effect, the fee shall be prorated according to the proportion which such period bears to a full month of 28, 29, 30 or 31 days, as the case may be. (b) Managed Assets means the total assets of the Trust, including the assets attributable to the proceeds from financial leverage (including through the issuance of preferred shares or the issuance of senior securities representing indebtedness), minus liabilities, other than liabilities related to any financial leverage. (c) For purposes of this Agreement, the total assets of the Trust shall be calculated pursuant to the procedures adopted by resolutions of the Trustees of the Trust for calculating the value of the Trusts assets.(d) The Adviser may elect from time to time, in its sole discretion, to waive its right to reimbursement or its receipt of the advisory fee.12. Representations and Warranties(a) The Trust represents and covenants to the Adviser as follows:(i) The Trust is duly organized and validly existing under the laws of the State of Delaware with the power to own and possess its assets.(ii) The execution, delivery and performance by the Trust of this Agreement are within the Trusts powers and have been duly authorized by all necessary actions of the Board of Trustees, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or A-7regulation, (ii) the Trusts governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instruments binding upon the Trust.(iii) The Trust is, or will be prior to commencing operations, registered as a closed-end management investment company under the 1940 Act and the Trusts shares are, or will be prior to commencing operations, registered under the Securities Act of 1933, as amended, and under any applicable state securities laws, or exempt from such registration.(b) The Adviser represents and covenants to the Trust as follows:(i) The Adviser is duly organized and validly existing under the laws of the State of Delaware.(ii) The execution, delivery and performance by the Adviser of this Agreement are within the Advisers powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance of this Agreement by the parties to this Agreement, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Advisers governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instruments binding upon the Adviser.(iii) The Adviser is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement.13. Limitation on LiabilityThe Adviser will not be liable for any error of judgment or mistake of law or for any loss suffered by Adviser or by the Trust in connection with the performance of this Agreement, except a loss resulting from a breach of a fiduciary duty with respect to the receipt of compensation for services or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder).14. IndemnificationThe Trust shall indemnify, defend and protect the Adviser, its members and their respective officers, managers, partners, agents, employees, controlling persons, members and any other person affiliated with any of them (collectively, the Indemnified Parties) (each of whom shall be deemed a third party beneficiary hereof) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, A-8investigation or other proceeding (including an action or suit by or in the right of the Trust or its security holders) arising out of or otherwise based upon the performance of any of the Advisers duties or obligations under this Agreement or otherwise as an investment adviser of the Trust. Notwithstanding the foregoing provisions of this Section 12 to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Trust or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of any Indemnified Partys duties or by reason of the reckless disregard of the Advisers duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder).15. Duration and Termination(a) This Agreement shall become effective as of the date hereof and, unless sooner terminated with respect to the Trust as provided herein, shall continue in effect for a period of two years. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Trust for successive periods of 12 months, provided such continuance is specifically approved at least annually by both:(i) the vote of a majority of the Trusts Board of Trustees or the vote of a majority of the outstanding voting securities of the Trust at the time outstanding and entitled to vote, and (ii) the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. (b) Notwithstanding the foregoing, this Agreement may be terminated by the Trust at any time, without the payment of any penalty, upon giving the Adviser 60 days notice (which notice may be waived by the Adviser), provided that such termination by the Trust shall be directed or approved by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Trust at the time outstanding and entitled to vote, or by the Adviser on 60 days written notice to the Trust (which notice may be waived by the Trust). (c) This Agreement will immediately terminate in the event of its assignment. (d) As used in this Agreement, the terms majority of the outstanding voting securities, interested person and assignment shall have the same meanings of such terms in the 1940 Act.(e) The terms of Sections 6, 8, 13 and 14, 18, 19 and 20 of this Agreement shall survive the termination of this Agreement.16. NoticesAny notice under this Agreement shall be in writing to the other party at such address as the other party may designate from time to time for the receipt of such notice and shall be deemed to be received on the earlier of the date actually received or on the fourth day after the postmark if such notice is A-9mailed first class postage prepaid.17. Amendment of this AgreementNo provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. Any amendment of this Agreement shall be subject to the 1940 Act.18. Governing LawThis Agreement shall be governed by and construed in accordance with the laws of the State of Delaware for contracts to be performed entirely therein without reference to choice of law principles thereof and in accordance with the applicable provisions of the 1940 Act.19. Use of the NameThe Adviser has consented to the use by the Trust of the name or identifying word XA, XAI or XA Investments in the name of the Trust. Such consent is conditioned upon the employment of the Adviser as the investment adviser to the Trust. The name or identifying word XA, XAI or XA Investments may be used from time to time in other connections and for other purposes by the Adviser and any of its affiliates. The Adviser may require the Trust to cease using XA, XAI or XA Investments in the name of the Trust, if the Trust ceases to employ, for any reason, the Adviser, any successor thereto or any affiliate thereof as investment adviser of the Trust. If so required by the Adviser, the Trust will cease using XA, XAI or XA Investments in its name as promptly as practicable and make all reasonable efforts to remove XA, XAI or XA Investments from its name.20. Miscellaneous(a) The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.(b) If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. (c) Nothing contained in this Agreement will be deemed to require the Trust to take any action contrary to the Trusts Amended and Restated Agreement and Declaration of Trust or By-laws, as they may be amended and/or restated from time to time, or any applicable statute or regulation, or to relieve or deprive the Board of Trustees of its responsibility for and control of the conduct of the affairs of the Trust. (d) This Agreement shall be binding on, and shall inure to the benefit of the parties hereto and their respective successors.(e) This Agreement may be executed in counterparts by the parties hereto, each of which shall constitute an original counterpart, and all of which, together, shall constitute one Agreement. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.A-10(f) This Agreement constitutes the entire understanding and agreement, and supersedes any and all other proposals, understandings, and agreements among the parties with respect to the subject matter hereof.IN WITNESS WHEREOF, the parties hereto have caused the foregoing instrument to be executed by their duly authorized officers, all as of the day and the year first above written.MADISON COVERED CALL & EQUITY STRATEGY FUNDBy: Name: Title: XA INVESTMENTS LLCBy: Name: Title: A-11EXHIBIT BNEW SUBADVISORY AGREEMENTINVESTMENT SUBADVISORY AGREEMENTINVESTMENT SUB-ADVISORY AGREEMENT (the Agreement), dated as of [ ], 2024 (the Effective Date) among Madison Covered Call and Equity Strategy Fund, a Delaware statutory trust (the Trust), XA Investments LLC, a Delaware limited liability company (the Adviser), and Madison Asset Management, LLC a Wisconsin limited liability company (the Sub-Adviser).WHEREAS, the Adviser has agreed to furnish investment management and advisory services to the Trust, a closed-end management investment company registered under the Investment Company Act of 1940, as amended (the 1940 Act);WHEREAS, the investment advisory agreement between the Adviser and the Trust dated as of [ ] (such agreement or the most recent successor agreement between such parties relating to advisory services to the Trust is referred to herein as the Investment Advisory Agreement) contemplates that the Adviser may sub-contract investment advisory services with respect to the Trust to a sub-adviser(s) pursuant to a sub-advisory agreement(s) agreeable to the Trust and approved in accordance with the provisions of the 1940 Act;WHEREAS, the Adviser wishes to retain the Sub-Adviser to provide certain sub-advisory services; WHEREAS, the Sub-Adviser is a registered investment adviser under the Investment Advisers Act of 1940, as amended (the Advisers Act); andWHEREAS, this Agreement has been approved in accordance with the provisions of the 1940 Act, and the Sub-Adviser is willing to furnish such services upon the terms and conditions herein set forth;NOW, THEREFORE, in consideration of the mutual premises and covenants herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged, it is agreed by and between the parties hereto as follows:1. Appointment(a) The Adviser hereby appoints the Sub-Adviser to act as the investment sub-adviser to the Trust and to furnish the services described herein, for the period and upon the terms herein set forth.(b) The Sub-Adviser hereby agrees, all as more fully set forth herein, to act as investment sub-adviser to the Trust and to furnish the services described below with respect to the investment of the Trusts assets and the purchase of securities for and the sale of securities held in the investment portfolio of the Trust.(c) The Sub-Adviser for all purposes in this Agreement will be deemed to be an independent contractor and, unless otherwise expressly provided or authorized in this Agreement, will have no authority to act for or represent the Adviser or the Trust in any way B-1or otherwise be deemed an agent of the Adviser or the Trust. 2. Duties and Obligations of the Sub-Adviser with Respect to Investment of Assets of the Trust(a) Subject to the oversight and supervision of the Adviser and direction and control of the Trusts Board of Trustees, the Sub-Adviser will act as sub-adviser for the Trust and perform one or more of the following services at the request of the Adviser in connection with the investment and reinvestment of the Trusts assets: (i) managing the investment and reinvestment of the assets of the Trust in accordance with the investment policies and guidelines of the Trust;(ii) subject to the provisions of Section 4 hereof, purchasing and selling securities and other assets for the Trust and placing orders for purchases and sales of assets of the Trust; (iii) providing investment research and credit analysis concerning the assets of the Trust; (iv) monitoring on a daily basis the investment activities and portfolio holdings relating to the Trust;(v) voting proxies relating to the Trusts portfolio securities in accordance with the proxy voting policies and procedures of the Sub-Adviser; and(vi) settlement of transactions and completing corporate actions. (b) At the request of the Adviser, the Sub-Adviser will also, subject to the oversight and supervision of the Adviser and the direction and control of the Trusts Board of Trustees, consult with the Adviser as to the overall management of the assets of the Trust and the investment policies and practices of the Trust, including (but not limited to) the use by the Trust of financial leverage and matters relating to such financial leverage (e.g., form, amount and costs) and the utilization by the Trust of any interest rate or other hedging or risk management transactions in connection therewith. (c) In addition, the Sub-Adviser will keep the Trust and the Adviser informed of developments relating to the Sub-Adviser or the Trusts investments materially affecting the Trust and shall, upon request, furnish to the Adviser and the Trust all information relevant to such developments. (d) The Sub-Adviser will periodically communicate to the Adviser or other service providers of the Trust, at such times as the Adviser may request, information concerning the purchase and sale of securities for the Trust and such other information as the Adviser may reasonably require for purposes of fulfilling its obligations to the Trust under the Investment Advisory Agreement.(e) In addition to the investment policies and guidelines of the Trust, the Adviser may from time to time communicate to the Sub-Adviser instructions (the Instructions) in writing that limit or supplement the investment policies and guidelines and are subject to approval by the Sub-B-2Adviser, which approval shall not be unreasonably withheld. Neither the investment policies and guidelines nor the Instructions shall require the Sub-Adviser to obtain capabilities or resources beyond those it possesses as of the Effective Date. The Adviser shall promptly notify the Sub-Adviser, in writing, of any change in the investment policies and guidelines that is made for any reason, including but not limited to a change by the Adviser, the Trust or in any applicable law or regulation. The Adviser acknowledges that the Sub-Adviser may be required to terminate delivery of certain data or services used in managing the Trust in the event the Sub-Adviser is no longer able to obtain such data or services.(f) The Sub-Adviser shall maintain business continuity, cybersecurity, disaster recovery and backup capabilities and facilities in keeping with industry standards and Securities and Exchange Commission (SEC) requirements through which the Sub-Adviser will be able to perform its obligations hereunder with minimal disruptions or delay. (g) To the extent prohibited by Regulation S-P, the Sub-Adviser and its affiliates will not disclose any non-public personal information, as defined in Regulation S-P, received from the Trust regarding any shareholder unless in accordance with an exception under Regulation S-P, or as otherwise may be permitted by law. The Sub-Adviser represents and warrants that, in accordance with applicable state privacy laws and Regulation S-P, it has implemented safeguards by adopting policies and procedures reasonably designed to: (i) insure the security and confidentiality of records and non-public personal information of shareholders; (ii) protect against any anticipated threats or hazards to the security or integrity of shareholder records and non-public personal information; and (iii) protect against unauthorized access to or use of such shareholder records or non-public personal information that could result in substantial harm or inconvenience to any shareholder. The Sub-Adviser shall treat confidentially all records of the Trust and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where the Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or (ii) when so requested by the Trust.(h) The Sub-Adviser acknowledges that, in compliance with the Bank Secrecy Act, as amended, the USA PATRIOT Act, and any implementing regulations thereunder (together, the AML Laws), the Trust has adopted anti-money laundering policies and procedures (the AML Policies). The Sub-Adviser agrees to comply with the Trusts AML Policies and the AML Laws, as the same may apply to the Sub-Adviser, now and in the future, and understands and agrees that the Trust may disclose information regarding the Sub-Adviser to governmental and/or regulatory or self-regulatory authorities to the extent required by applicable law or regulation and may file reports with such authorities as may be required by such law or regulation.(i) The Sub-Adviser shall provide such information as may reasonably be requested by the Adviser and/or the Board of Trustees under Section 15(c) of the 1940 Act in connection with its annual consideration of this Agreement.B-3(i) Nothing in this Agreement is deemed to impose on the Sub-Adviser responsibility for the preparation of the Trusts financial statements or the Trusts other financial and regulatory filing and reporting obligations, provided that the Sub-Adviser shall provide sub-certifications in the form reasonably requested by the Trust relating to the Sub-Advisers services under this Agreement to assist the Trust in complying with the provisions of the Sarbanes-Oxley Act of 2002.3. Covenants(a) In the performance of its duties under this Agreement, the Sub-Adviser shall at all times conform to, and act in accordance with, any requirements imposed by:(i) the provisions of the 1940 Act and the Advisers Act and all applicable Rules and Regulations of the SEC; (ii) any other applicable provision of law; (iii) the provisions of this Agreement and Declaration of Trust and By-Laws of the Trust, as such documents are amended from time to time; (iv) the investment objective, policies and restrictions of the Trust as set forth in its Registration Statement on Form N-2 and as supplemented from time to time by the Trusts shareholder reports and other SEC filings; and (v) any policies and determinations of the Board of Trustees of the Trust.(b) The Sub-Adviser will not consult with any other sub-adviser of the Trust or any other sub-adviser to a fund under common control with the Trust concerning transactions of the Trust in securities or other assets.(c) The Sub-Adviser will maintain a written code of ethics (the Code of Ethics) pursuant to Rule 17j-1 under the 1940 Act, a copy of which will be provided to the Trust and the Adviser, and will institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Sub-Adviser will follow such Code of Ethics in performing its services under this Agreement.(d) The Sub-Adviser will maintain compliance policies and procedures adopted pursuant to Rule 206(4)-7 under the Advisers Act and Rule 38a-1 under the 1940 Act, a copy of which will be provided to the Trust and the Adviser, and follow such compliance policies and procedures in performing its services under this Agreement; and(e) The Sub-Adviser will cooperate with the chief compliance officer of the Trust in connection with the implementation and operation of the Trusts compliance policies and procedures adopted pursuant to Rule 38a-1 under the 1940 Act, and will prepare necessary reports and provide the Trusts chief compliance officer with access to information reasonably necessary for the Trust to comply with Rule 38a-1.4. Portfolio Transactions(a) In the performance of its duties under this Agreement, the Sub-Adviser will place orders either directly with the issuer or with any broker B-4or dealer. Subject to the other provisions of this paragraph, in placing orders with brokers and dealers, the Sub-Adviser will attempt to obtain the best price and the most favorable execution of its orders, and all such brokerage placement shall be made in compliance with Section 28(e) of the Securities Exchange Act of 1934, as amended. In placing orders, the Sub-Adviser will consider the experience and skill of the firms securities traders as well as the firms financial responsibility and administrative efficiency. Consistent with this obligation, the Sub-Adviser may select brokers on the basis of the research, statistical and pricing services they provide to the Trust and other clients of the Sub-Adviser. Information and research received from such brokers will be in addition to, and not in lieu of, the services required to be performed by the Sub-Adviser hereunder. A commission paid to such brokers may be higher than that which another qualified broker would have charged for effecting the same transaction, provided that the Sub-Adviser determines in good faith that such commission is reasonable in terms either of the transaction or the overall responsibility of the Sub-Adviser to the Trust and its other clients and that the total commissions paid by the Trust will be reasonable in relation to the benefits to the Trust over the long-term. In no instance, however, will the Trusts securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except to the extent permitted by the SEC or by applicable law.(b) At the request of the Adviser or the Trust, the Sub-Adviser will identify and provide a written description to the Adviser and the Board of Trustees of the Trust of soft dollar arrangements that the Sub-Adviser maintains with respect to the Trust or with brokers or dealers that execute transactions for the Trust, and of research and other services provided to the Sub-Adviser by a broker or dealer (whether prepared by such broker or dealer or by a third party) as a result, in whole or in part, of the direction of Trust transactions to the broker or dealer. (c) From time to time, the Sub-Adviser or brokers or dealers affiliated with it may find themselves in a position to buy for certain of their clients (each an Account) securities which the Sub-Advisers investment advisory clients wish to sell, and to sell for certain of their clients securities which advisory clients wish to buy. Where one of the parties is an advisory client, the Sub-Adviser or the affiliated broker or dealer cannot participate in this type of transaction (known as a cross transaction) on behalf of an advisory client and retain commissions from one or both parties to the transaction without the advisory clients consent. This is because in a situation where the Sub-Adviser is making the investment decision (as opposed to a brokerage client who makes his own investment decisions), and the Sub-Adviser or an affiliate is receiving commissions from both sides of the transaction, there is a potential conflicting division of loyalties and responsibilities on the Sub-Advisers part regarding the advisory client. However, the SEC has adopted a rule under the Advisers Act that permits the Sub-Adviser or its affiliates to participate on behalf of an Account in agency cross transactions if the advisory client has given written consent in advance. Therefore, by execution of this Agreement, the Trust authorizes the Sub-Adviser or its affiliates to participate in agency cross transactions involving an Account. The Trust may revoke its consent at any time by written notice to the Sub-Adviser.5. ConfidentialityEach of the Trust, the Adviser and the Sub-Adviser acknowledge and agree that in satisfying its respective obligations under and performing B-5services in connection with this Agreement, any party may have access to another partys confidential and proprietary information and materials concerning or pertaining to the others business (confidential information). Each party will receive and hold such information in the strictest confidence, and acknowledge, represent, and warrant that it will use its best efforts to protect the confidentiality of this information to the same degree of care as it would its own confidential information. Each party agrees that, without the prior written consent of the other party, which approval shall not be unreasonably withheld, such party will not use, copy, or divulge to third parties or otherwise use, except in accordance with the terms of this Agreement, any confidential information of another party without the prior written consent of such other party; provided, however, this covenant shall not apply to (i) information which is in the public domain now or when it becomes in the public domain in the future, other than by reason of a breach of this Agreement, (ii) information which has come to a party from a lawful source not bound to maintain the confidentiality of such information, other than from any other party or an affiliate or representative of that party, (iii) information which is independently developed without the use of confidential information, (iv) disclosures which are required by law, regulatory authority, regulation or legal process or are made to any regulatory agency in the normal course of an examination, audit or investigation involving such party, or (v) disclosure as reasonably necessary in the course of business to third parties subject to a duty to maintain the confidentiality of the information. Notwithstanding the foregoing, the Sub-Adviser may disclose information it receives from or on behalf of the Trust or the Adviser to officers and employees of the Sub-Adviser or any of its affiliates in the course of providing the services under this Agreement and the Sub-Adviser may disclose the Trusts TIN information to third parties as required to perform the Sub-Advisers services under this Agreement. 6. Services Not Exclusive(a) Nothing in this Agreement shall prevent the Sub-Adviser or any officer, employee or other affiliate thereof from acting as investment adviser for any other person, firm or corporation, or from engaging in any other lawful activity, and shall not in any way limit or restrict the Sub-Adviser or any of its officers, employees or agents from buying, selling or trading any securities for its or their own accounts or for the accounts of others for whom it or they may be acting; provided, however, that the Sub-Adviser will undertake no activities which, in its judgment, will adversely affect the performance of its obligations under this Agreement.(b) The Sub Adviser currently manages, and may in the future manage, other investment accounts and funds, including those with investment objectives similar to the Trust. Securities considered as investments for the Trust may also be appropriate for other investment accounts and funds that may be managed by the Sub-Adviser. Subject to applicable laws and regulations, the Sub-Adviser will attempt to allocate equitably portfolio transactions among the portfolios of its other investment accounts and funds purchasing securities whenever decisions are made to purchase or sell securities by the Trust and one or more of such other accounts or funds over time. In making such allocations, the main factors to be considered by the Sub-Adviser will be the respective investment objectives of the Trust and such other accounts and funds, the relative size of portfolio holdings of the same or comparable securities, the availability of cash for investment by the Trust and such other accounts and funds, the size of investment commitments generally B-6held by the Trust and such accounts and funds, and the opinions of the persons responsible for recommending investments to the Trust and such other accounts and funds. 7. Books and Records(a) The Sub-Adviser undertakes and agrees to maintain or cause others to maintain, in the form and for the period required by Rule 31a-2 under the 1940 Act, all records relating to the Trusts investments that are required to be maintained by the Trust pursuant to the 1940 Act with respect to the Sub-Advisers responsibilities under this Agreement for the Trust, and which are not otherwise maintained by the administrator, fund accounting agent, custodian or other service providers to the Trust.(b) In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which it maintains for the Trust are the property of the Trust and further agrees to surrender promptly to the Trust any such records upon the Trusts request, except for any software or other intellectual property that is proprietary to, or owned or licensed by, the Sub-Adviser or any of its affiliates, which shall remain the property of the Sub-Adviser. Notwithstanding the foregoing, the Sub-Adviser shall retain those original records or copies of records in order to comply with the Advisers Act record keeping requirement, applicable law and its own internal policies.(c) Each of the Adviser and the Trust shall own, have custody of and maintain its general corporate accounts and records. At reasonable times and upon reasonable notice, the Trust shall provide the Sub-Adviser with access to all books, records, accounts, facilities, and personnel necessary or appropriate for the performance of the Sub-Advisers obligations under this Agreement. 8. CustodyNothing in this Agreement will require the Sub-Adviser to take or receive physical possession of cash, securities, or other investments of the Trust. The Trust shall select, engage and maintain at the Trusts expense one or more custodians meeting the requirements of Section 17(f) of the 1940 Act and the rules, regulations and interpretations thereunder (each a Custodian) to serve as Custodian(s) of the Trust assets. The Adviser shall provide the Sub-Adviser, in writing, the identity of each Custodian, any change in a Custodian and all other information regarding the Custodian(s) required for the Sub-Adviser to carry out its duties under this Agreement. The Adviser shall notify each Custodian of the appointment of the Sub-Adviser and of the authority of the Sub-Adviser to effect investments with respect to the Trust assets. All transactions authorized by this Agreement are made by payment to or delivery by the Custodian(s). The Sub-Adviser shall have no rights or responsibilities, including to direct payment or move cash or assets of the Trust, that would be defined as taking custody under the Advisers Act. In connection with the Trusts custody agreement(s), the Adviser and the Trust will ensure that no such rights are given to the Sub-Adviser. The Trust and the Adviser will ensure that the Sub-Adviser may use the Depositary Trust Companys Institutional Delivery System for trade confirmation and settlement. B-79. Expenses(a) During the term of this Agreement, the Sub-Adviser will bear all costs and expenses of its employees and any overhead incurred in connection with its duties hereunder, except as provided pursuant to paragraph (d) of this Section 9, and shall bear the costs of any salaries or trustees fees of any officers or trustees of the Trust who are affiliated persons (as defined in the 1940 Act) of the Sub-Adviser.(b) The Sub-Adviser shall not be responsible for any expenses of the Adviser or the Trust not specifically set forth in this Section 9 or otherwise in any written agreement between the Sub-Adviser and the Trust or the Adviser, as the case may be.(c) The Trust will bear all other costs, fees and expenses of its operations and transactions, including those relating to: (1) organization; (2) calculation of the Trusts net asset value (including the cost and expenses of any independent valuation firm, agent or other provider); (3) expenses payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for the Trust and in monitoring the Trusts investments; (4) interest payable on indebtedness and dividends and distributions on preferred shares, as applicable, if any, incurred to finance the Trusts investments; (5) offerings of the Trusts common shares and other securities (including, all fees, costs and expenses related thereto); (6) fees payable to third parties, including agents, legal counsel, consultants or other advisors, relating to, or associated with, evaluating and making investments; (7) administrator, transfer agent and custodian fees; (8) federal and state registration fees; (9) all costs of registration and listing the Trusts shares on any securities exchange; (10) federal, state and local taxes; (11) independent trustees fees and expenses; (12) costs of preparing and filing reports or other documents required by governmental bodies (including the SEC), including printing costs; (13) costs of any reports, proxy statements or other notices to shareholders, including printing costs; (14) insurance premiums for fidelity bond and other insurance coverage, including the Trusts allocable portion of the fidelity bond, trustees and officers errors and omissions liability insurance, including independent trustees liability insurance, and any other insurance premium; (15) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; (16) brokerage commissions, assignment fees and other costs in connection with the purchase, holding or sale of securities and other investment instruments (including, without limitation, security settlement costs; (17) expenses incidental to holding meetings of the Trusts shareholders, including proxy solicitations therefor; provided, however, that the Trust will not bear such expenses with respect to any meeting of the Trusts shareholders held for the purpose of seeking approval of a new investment sub-advisory agreement in connection with a change of control of the Sub-Adviser; (18) unusual, non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust is a party and legal obligations that the Trust may have to indemnify the Trusts directors, officers and/or employees or agents with respect to these actions, suits or proceedings; and (19) all other expenses incurred by the Trust in connection with administering the Trusts business.B-810. Compensation of the Sub-Adviser(a) The Trust agrees to pay to the Sub-Adviser, and the Sub-Adviser agrees to accept as full compensation for all services rendered by the Sub-Adviser under this Agreement, a monthly fee in arrears in an amount equal to the specified percentage of the advisory fee payable to the Adviser from the Trust (the Sub-Advisory Fee):Average Daily Managed AssetsSub-Adviser Percentage of Management Fees / (Fee Rate)Type of Fee SplitFirst $175 million55% / (0.44%)AbsoluteGreater than $175 million and up to $25050% / (0.40%)BlendedOver $250 million*50% / (0.40%)Absolute* If the Trusts Daily Managed Assets exceed $250 million for a period of more than 10 consecutive trading days, the Trusts management fee split will be reset to 50% to the Sub-Adviser and 50% to the Adviser on an Absolute Fee Split basis.(b) For any period less than a month during which this Agreement is in effect, the fee shall be prorated according to the proportion which such period bears to a full month of 28, 29, 30 or 31 days, as the case may be.(c) Blended Fee Split means the total sub-advisory fees paid to the Sub-Adviser will be a result of different sub-advisory fee rates assessed to different asset levels. By way of example, in a theoretical scenario in which the Trust has Managed Assets of $200 million, the resulting Sub-Advisory Fees for the Sub-Adviser will be equal to (0.44% x $175 million) + (0.40% x $25 million), with a Blended Fee Split of 0.431%.(d) Absolute Fee Split means the total sub-advisory fees paid to the Sub-Adviser will be a result of the applicable fee rate multiplied by all of the Trusts Managed Assets.(e) Managed Assets means the total assets of the Trust, including the assets attributable to the proceeds from financial leverage (including through the issuance of preferred shares or the issuance of senior securities representing indebtedness), minus liabilities, other than liabilities related to any financial leverage.(f) For purposes of this Agreement, the total assets of the Trust shall be calculated pursuant to the procedures adopted by resolutions of the Trusts Board of Trustees for calculating the value of the Trusts assets.(g) The Sub-Adviser may elect from time to time, in its sole discretion, to waive its right to receipt of all or a portion of the Sub-Advisory Fee.11. Representations and Warranties(a) The Trust represents and covenants to the Sub-Adviser as follows:(i) The Trust is duly organized and validly existing under the laws of the State of Delaware with the power to own and possess its assets.B-9(ii) The execution, delivery and performance by the Trust of this Agreement are within the Trusts powers and have been duly authorized by all necessary actions of the Board of Trustees, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (1) any provision of applicable law, rule or regulation, (2) the Trusts governing instruments, or (3) any agreement, judgment, injunction, order, decree or other instruments binding upon the Trust.(iii) The Trust is, or will be prior to commencing operations, registered as a closed-end management investment company under the 1940 Act and the Trusts shares are, or will be prior to commencing operations, registered under the Securities Act of 1933, as amended, and under any applicable state securities laws, or exempt from such registration.(iv) Prior to the Sub-Adviser commencing services under this Agreement, the Trust will have legal title to the assets in the Trust and no restrictions shall exist as to the ownership or transfer of such assets unless specifically set forth in this Agreement.(b) The Adviser represents and covenants to the Sub-Adviser as follows:(i) The Adviser is duly organized and validly existing under the laws of the State of Delaware.(ii) The execution, delivery and performance by the Adviser of this Agreement are within the Advisers powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance of this Agreement by the parties to this Agreement, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (1) any provision of applicable law, rule or regulation, (2) the Advisers governing instruments, or (3) any agreement, judgment, injunction, order, decree or other instruments binding upon the Adviser.(iii) This Agreement constitutes a valid and binding obligation of the Adviser, enforceable against the Adviser in accordance with its terms, except to the extent such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, or similar laws affecting the rights of creditors generally and by general equity principles.(iv) The Adviser is not prohibited by the 1940 Act or B-10the Advisers Act from serving as investment adviser to the Trust.(v) The Adviser hereby acknowledges receipt of Sub-Advisers Form ADV, Part 2 before, or at the time of, signing this Agreement.(c) The Sub-Adviser represents and covenants to the Adviser and the Trust as follows:(i) The Sub-Adviser is duly organized and validly existing under the laws of the State of Wisconsin.(ii) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Advisers powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance of this Agreement by the parties to this Agreement, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (1) any provision of applicable law, rule or regulation, (2) the Sub-Advisers governing instruments, or (3) any agreement, judgment, injunction, order, decree or other instruments binding upon the Sub-Adviser.(iii) This Agreement constitutes a valid and binding obligation of the Sub-Adviser, enforceable against the Sub-Adviser in accordance with its terms, except to the extent such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, or similar laws affecting the rights of creditors generally and by general equity principles.(iv) The Sub-Adviser is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement.12. Certain InformationThe Adviser shall promptly notify the Sub-Adviser, and the Sub-Adviser shall promptly notify the Trust and the Adviser in writing of the occurrence of any of the following events:(a) such party failing to be registered as an investment adviser under the Advisers Act;(b) such party having been served or otherwise have notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Trust;(c) the occurrence of any change in control of such party or any parent of such party within the meaning of the 1940 Act; or B-11(d) the occurrence of any material adverse change in the business or financial position of such party. 13. Limitation on LiabilityThe Sub-Adviser will not be liable for any error of judgment or mistake of law or for any loss suffered by Sub-Adviser, the Adviser or by the Trust in connection with the performance of this Agreement, except a loss resulting from a breach of a fiduciary duty with respect to the receipt of compensation for services or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder). Nothing herein shall constitute a waiver or restriction of any partys rights under applicable federal or state securities laws.14. IndemnificationThe Trust shall indemnify, defend and protect the Sub-Adviser, its members and their respective officers, managers, partners, parent, corporate group affiliates, agents, employees, controlling persons, members, and any other person affiliated with any of them (collectively, the Indemnified Parties) (each of whom shall be deemed a third party beneficiary hereof) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Trust or its security holders) arising out of or otherwise based upon the performance of any of the Sub-Advisers duties or obligations under this Agreement or otherwise as an investment adviser of the Trust. Notwithstanding the foregoing provisions of this Section 14 to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Trust or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of any Indemnified Partys duties or by reason of the reckless disregard of the Sub-Advisers duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder).15. Duration and Termination(a) This Agreement shall become effective as of the Effective Date and, unless sooner terminated with respect to the Trust as provided herein, shall continue in effect for a period of two years. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Trust for successive periods of 12 months, provided such continuance is specifically approved at least annually by both:(i) the vote of a majority of the Trusts Board of Trustees or the vote of a majority of the outstanding voting securities of the Trust at the time outstanding and entitled to vote, and B-12(ii) the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. (b) Notwithstanding the foregoing, this Agreement may be terminated by (i) the Adviser or the Trust at any time, without the payment of any penalty, upon giving the Sub-Adviser 60 days notice (which notice may be waived by the Sub-Adviser), provided that such termination by the Trust shall be directed or approved by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Trust at the time outstanding and entitled to vote, or (ii) the Sub-Adviser on 60 days written notice to the Trust and the Adviser (which notice may be waived by the Trust or the Adviser on behalf of both the Trust and the Adviser). (c) This Agreement will immediately terminate in the event of its assignment and will immediately terminate upon any termination of the Investment Advisory Agreement between the Trust and the Adviser.(d) As used in this Agreement, the terms majority of the outstanding voting securities, interested person and assignment shall have the same meanings of such terms in the 1940 Act.(e) The terms of Sections 5, 7, 10, 13, 14, 18, 19 and 20 of this Agreement shall survive the termination of this Agreement.16. NoticesAny notice under this Agreement shall be in writing to the other parties and shall be considered as properly given or made if (a) sent by overnight delivery by a nationally recognized air courier service, (b) sent by electronic mail with no receipt of error in the delivery, or (c) mailed by registered or certified mail, return receipt requested, and if addressed to the respective address listed below:If to Adviser, to: XA Investments, LLC 321 North Clark Street #2430 Chicago, IL 60654 Attention: General CounselIf to the Trust, to:Madison Covered Call & Equity Strategy Fund 321 North Clark Street #2430 Chicago, IL 60654 Attention: Chief Executive OfficerIf to Sub-Adviser, to:Madison Investment Holdings, Inc. 550 Science Drive Madison, WI 53711 Attention: Steven A. Carlor at such address as the other party may designate from time to time for the receipt of such notice and shall be deemed effective on receipt.17. Amendment of this AgreementNo provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. Any amendment of this Agreement shall be subject to the 1940 Act.B-1318. Governing LawThis Agreement shall be governed by and construed in accordance with the laws of the State of Delaware for contracts to be performed entirely therein without reference to choice of law principles thereof and in accordance with the applicable provisions of the 1940 Act. WAIVER OF JURY TRIAL AND PUNITIVE DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND ANY RIGHT TO SEEK PUNITIVE OR CONSEQUENTIAL DAMAGES.19. Use of the NameThe Sub-Adviser has consented to the use by the Trust of the name or identifying word Madison in the name of the Trust. Such consent is conditioned upon the employment of the Sub-Adviser as the investment sub-adviser to the Trust. The name or identifying word Madison may be used from time to time solely in connection with the Sub-Advisers services under this Agreement. The Sub-Adviser may require the Trust to cease using Madison in the name of the Trust, if the Trust ceases to employ, for any reason, the Sub-Adviser, any successor thereto or any affiliate thereof as investment sub-adviser of the Trust. If so required by the Sub-Adviser, the Trust will cease using Madison in its name as promptly as practicable and make all reasonable efforts to remove Madison from its name.20. Miscellaneous(a) The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.(b) If any provision of this Agreement is invalid, illegal, or unenforceable under applicable law of mandatory application, the validity, legality, and enforceability of that provision or condition in other instances and of the remaining provisions and conditions are not in any way affected thereby. (c) Nothing contained in this Agreement will be deemed to require the Trust to take any action contrary to the Trusts Amended and Restated Agreement and Declaration of Trust or By-laws, as they may be amended and/or restated from time to time, with notice to the Sub-Adviser, or any applicable statute or regulation, or to relieve or deprive the Board of Trustees of its responsibility for and control of the conduct of the affairs of the Trust. (d) This Agreement shall be binding on, and shall inure to the benefit of the parties hereto and their respective successors.(e) This Agreement may be executed in counterparts by the parties hereto, each of which when executed is deemed to be an original and all of which together are deemed to be one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.B-14(f) This Agreement constitutes the entire understanding and agreement, and supersedes any and all other proposals, understandings, and agreements among the parties with respect to the subject matter hereof.IN WITNESS WHEREOF, the parties hereto have caused the foregoing instrument to be executed by their duly authorized officers, all as of the day and the year first above written.MADISON COVERED CALL & EQUITY STRATEGY FUNDBy: Name: Title: XA INVESTMENTS LLCBy: Name: Title: MADISON ASSET MANAGEMENT, LLCBy: Name: Title: B-15EXHIBIT COTHER FUNDS WITH SIMILAR INVESTMENT OBJECTIVESMadison. The table below provides information regarding other registered investment companies managed by Madison which have a similar investment objective as the Fund.Name of Other FundOther Funds Investment ObjectiveAdvisers Management FeeNet Assets as of December 31, 2023Has Adviser Agreed to Waive or Reduce its Management Fee under any Applicable Contract?Madison Covered Call & Equity Income FundSeeks to provide consistent total return and, secondarily, to provide a high level of income and gains from option premiums.0.85%$261,020,326NoMadison Covered Call ETFSeeks to provide consistent total return and secondarily, to produce a high level of income and gains.0.90%1$82,690,175No1 Pursuant to an investment advisory agreement between Madison and the Madison ETFs Trust, on behalf of each series thereof (each, a Series), each Series has agreed to pay an annual unitary management fee to Madison. This unitary management fee is designed to pay each Series expenses and to compensate Madison for the services it provides to each Series. Out of the unitary management fee, Madison pays substantially all expenses of each Series, including the cost of investment management services, transfer agency, custody, fund administration, legal, audit and other service and license fees. The unitary fee does not cover, and therefore, each Series pays directly, interest, taxes, brokerage commissions, acquired fund fees and expenses and other expenses connected with the execution of portfolio transactions, distribution, and service fees payable pursuant to a Rule 12b-1 plan, if any, and extraordinary expenses.XAI. XAI does not manage other registered investment companies which have a similar investment objective as the Fund.C-1THIS PAGE INTENTIONALLY LEFT BLANKEVERY VOTE IS IMPORTANTMADISON COVERED CALL & EQUITY STRATEGY FUNDPO Box 43131Providence, RI 02940-3131VOTING OPTION:VOTE ON THE INTERNETLog on to:www.proxy-direct.comor scan the QR codeFollow the on-screen instructionsavailable 24 hoursVOTE BY PHONECall 1-800-337-3503Follow the recorded instructionsavailable 24 hoursVOTE BY MAILVote, sign and date this Proxy Card and return in the postage-paid envelopePlease detach at perforation before mailing.PROXYMADISON COVERED CALL & EQUITY STRATEGY FUNDSPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 15, 2024THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES. Greg D. Hoppe and Kyle Schalow (the Proxyholders), or any of them, each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Special Meeting of shareholders of the Madison Covered Call & Equity Strategy Fund (the "Fund"), to be held on Tuesday, October 15, 2024 at 9:00 a.m., local time at the offices of Madison Asset Management, LLC, 550 Science Drive, Madison, Wisconsin 53711, and any adjournments or postponements thereof.Shares represented by this proxy card when properly executed will be voted in the manner directed herein by the shareholder, and in the discretion of such proxies, upon any and all other matters as may properly come before the Special Meeting or any adjournment or postponement thereof. If no direction is made, on a properly executed card, this proxy will be voted "FOR" the proposals. If any of the Trustee nominees for any reason are unable or unwilling to serve, the Proxyholders will vote for the election of such other person as they may consider qualified. The shareholder hereby acknowledges receipt of this Notice of Special Meeting and Proxy Statement for the Special Meeting to be held on October 15, 2024.VOTE VIA THE INTERNET: www.proxy-direct.comVOTE VIA THE TELEPHONE: 1-800-337-3503MCC__34064_062724PLEASE MARK, SIGN, AND DATE ON THE REVERSE SIDE AND RETURN THE PROXY CARD USING THE ENCLOSED ENVELOPE.xxxxxxxxxxxxxx codeEVERY SHAREHOLDERS VOTE IS IMPORTANTImportant Notice Regarding the Availability of Proxy Materials for theSpecial Meeting to Be Held on October 15, 2024.The Proxy Statement for this meeting is available at:https://www.madisonfunds.com/MCNproxyPlease detach at perforation before mailing. TO VOTE, MARK BOXES BELOW IN BLUE OR BLACK AS SHOWN IN THIS EXAMPLE: xA.Proposals. THE BOARD RECOMMENDS YOU VOTE FOR THE FOLLOWING PROPOSALS: FOR AGAINST ABSTAIN 1. To approve a new investment advisory agreement between the Fund and XA Investments, LLC. FOR AGAINST ABSTAIN2. To approve a new investment subadvisory agreement among the Fund, Madison Asset Management, LLC and XA Investments, LLC. 3. To approve the election of five trustees to the Board of Trustees. FOR WITHHOLD01. Danielle Cupps* 02. Gregory Dingens** 03. Philip Franklin** 04. Scott Craven Jones*** 05. William Meyers*** *Class I Trustee to serve until the Funds 2027 Annual Meeting of Shareholders or until her successor shall have been elected and qualified.**Class II Trustee to serve until the Funds 2025 Annual Meeting of Shareholders or until his successor shall have been elected and qualified.***Class III Trustee to serve until the Funds 2026 Annual Meeting of Shareholders or until his successor shall have been elected and qualified.B. Authorized Signatures This section must be completed for your vote to be counted. Sign and Date Below.Note: Please sign exactly as your name(s) appear(s) on this proxy card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature.Date (mm/dd/yyyy) Please print date belowSignature 1 Please keep signature within the boxSignature 2 Please keep signature within the boxScanner bar code xxxxxxxxxxxxxx MCC 34064 xxxxxxxx Position(s) Held with Fund and Length of Time Served Principal Occupation(s)During the Past Five YearsNumber of Portfolios Overseen in XAI Fund Complex, if Elected(1)Other Directorshipsheld by TrusteeWilliam Meyers(3)1966NonePresident of Riivendell Financial Group, LLC (2021-present).Formerly, Senior Advisor at XA Investments, LLC (2021-2023); Senior Managing Director (2017-2020) of Nuveen Securities, LLC and Nuveen Fund Advisors, LLC.3None Number of Portfolios Overseen in XAI Fund Complex, if Elected(1) Other Directorshipsheld by Trustee William Meyers(3)1966 None President of Riivendell Financial Group, LLC (2021-present).Formerly, Senior Advisor at XA Investments, LLC (2021-2023); Senior Managing Director (2017-2020) of Nuveen Securities, LLC and Nuveen Fund Advisors, LLC.3None None Name and Year of Birth Proposed Position(s) with the Fund Principal Occupation(s) During the Past Five Years Theodore J. Brombach1963President and Chief Executive OfficerCo-Chief Executive Officer of XAI (2016-present); Co-Founding Partner of XMS Capital Partners, LLC (2006-present). President and Chief Executive Officer Co-Chief Executive Officer of XAI (2016-present); Co-Founding Partner of XMS Capital Partners, LLC (2006-present). Kimberly Ann Flynn 1977Vice PresidentPresident, XAI (2024-present); Managing Director, XAI (2016-2024); Senior Vice President, Head of Product Development (2013-2016), Vice President (2009-2013), Assistant Vice President (2007-2009) and Associate (2004-2007), Nuveen Investments. Vice President President, XAI (2024-present); Managing Director, XAI (2016-2024); Senior Vice President, Head of Product Development (2013-2016), Vice President (2009-2013), Assistant Vice President (2007-2009) and Associate (2004-2007), Nuveen Investments. Benjamin D. McCulloch 1981Chief Legal Officer and SecretaryGeneral Counsel & Managing Director, XAI (2019-present); Chief Compliance Officer, XAI (2021-present); Associate, Drinker Biddle & Reath LLP (2015-2019); Associate Counsel, First Trust Portfolios LP (2012-2015). Chief Legal Officer and Secretary General Counsel & Managing Director, XAI (2019-present); Chief Compliance Officer, XAI (2021-present); Associate, Drinker Biddle & Reath LLP (2015-2019); Associate Counsel, First Trust Portfolios LP (2012-2015). Derek Mullins(1) 1973 Chief Financial Officer and Treasurer Managing Partner, PINE Advisor Solutions, LLC (2018-present); Chief Financial Officer and Treasurer, Destra Investment Trust (2 portfolios) (2018-present); Chief Financial Officer and Treasurer, BlueBay Destra International & Event-Driven Credit Fund (2018-present); Chief Financial Officer and Treasurer, Destra Multi-Alternative Fund (2018-present); Chief Financial Officer and Treasurer, Primark Private Equity Investments Fund (2020-present); Chief Financial Officer and Treasurer, Bow River Capital Evergreen Fund (2020-present); Chief Financial Officer and Treasurer, Forum Real Estate Income Fund (2021-present). John Yogi Spence1962Vice PresidentCo-Chief Executive Officer, XAI (2016-present); Co-Founding Partner, XMS Capital Partners, LLC (2006-present). Vice President Co-Chief Executive Officer, XAI (2016-present); Co-Founding Partner, XMS Capital Partners, LLC (2006-present). Name and Year of Birth Proposed Position(s) with the Fund Principal Occupation(s) During the Past Five Years Randi Roessler(1) 1981 Chief Compliance Officer Director, PINE Advisor Solutions, LLC (2023-present); Chief Compliance Officer, Destra Investment Trust (2 portfolios) (2023-present); Chief Compliance Officer, BlueBay Destra International & Event-Driven Credit Fund (2023-present); Chief Compliance Officer, Destra Multi-Alternative Fund (2023-present); Chief Compliance Officer, ONEFUND Trust (2023-present); Chief Compliance Officer, Boston Trust Walden Funds (10 portfolios) (2023-present); Chief Compliance Officer, IDX Funds (2 portfolios) (2023-present); Chief Compliance Officer, Davis Selected Advisers, L.P., Davis Funds, Selected Funds, the Clipper Fund Trust, the Davis Fundamental ETF Trust, and Davis Distributors, LLC (2018-2023). Name and Year of Birth Position(s) Held with Fund and Length of Time Served Principal Occupation(s)During the Past Five YearsNumber of Portfolios Overseen inMadison Fund Complex (1)Other Directorshipsheld by TrusteeIndependent TrusteesRichard E. Struthers1952Class I Trustee, since 2017; current term ends 2026Clearwater Capital Management (investment advisory firm), Naples, FL, Chair and Chief Executive Officer, 1998 Present.34Madison Funds (15 open end funds) and Ultra Series Fund (14 open end funds), 2004 Present; Madison ETFs (4 open end funds), June 2023 Present.27Name and Year of BirthPosition(s) Held with Fund and Length of Time ServedPrincipal Occupation(s)During the Past Five YearsNumber of Portfolios Overseen inMadison Fund Complex (1)Other Directorshipsheld by TrusteeScott C. Jones1962Class II Trustee, since 2021; current term ends 2027See Mr. Jones biographical information in table above under the heading New Board of Trustees Nominees.16See Mr. Jones biographical information in table above under the heading New Board of Trustees Nominees.Steven P. Riege1954Class III Trustee, since 2015; current term ends 2025Ovation Leadership (management consulting), Milwaukee, WI, Owner/President, 2001 Present.Madison Funds (15 open end funds) and Ultra Series Fund (14 open end funds), 2005 Present; Madison ETFs (4 open end funds), June 2023 PresentInterested TrusteesJill M. Friedow(2)1964Class II Trustee, since 2023; current term ends 2027Vice President, 2023 PresentMadison Investment Holdings, Inc. (MIH), Madison Investment Advisors, LLC (MIA) and Madison Asset Management, LLC (Madison), Chief Technology Officer & Director of Operations, 2019-Present; Vice President & Director of Operations, 2010 - 2019; Vice President & Operations Manager, 2003-2010; Operations Manager, 1999-2003.30Madison Funds (15 open end funds) and Ultra Series Fund (14 open end funds), 2023 Present.(1) The term Madison Fund Complex refers to (i) the Madison Funds with 15 portfolios, (ii) the Ultra Series Fund with 14 portfolios, (iii) the Madison ETFs Trust with 4 active portfolios, and (iv) the Fund.(2) Ms. Friedow is an interested person of the Fund because of her position with Madison.For the Funds last fiscal year, the Current Board met five times. Each member of the Current Board attended 100% of the board meetings and the meetings of the board committees on which the trustee served during such period. Shareholders wishing to communicate with the Current Board or individual trustees should send such correspondence to the offices of Madison, 28550 Science Drive, Madison, Wisconsin 53711, c/o MCN, Secretary. Shareholder communications will be sent directly to the applicable board member(s). The Fund currently does not have a policy with respect to board members attendance at shareholder meetings.Current Executive Officers of the FundThe following table sets forth information concerning the current executive officers of the Fund, each of whom is expected to resign following the Closing of the Transaction, as the New Board is expected to appoint executive officers from the XAI organization and/or service providers to XAI. Jill Friedow is a Vice President of the Fund, and her biographical information is provided under the heading Information about the Current Board of Trustees, above. The mailing address for each current executive officer is 550 Science Drive, Madison, Wisconsin 53711.Name and Year of BirthPosition(s) Held with FundTerm of Office and Length of Time ServedPrincipal Occupation(s) During Past Five YearsPatrick F. Ryan1979PresidentSince March 2020Madison and MIA, Head of Multi-Asset Solutions and Portfolio Manager, 2018 Present; Madison Funds and Ultra Series Fund, President, March 2020 - Present; Madison ETFs, President, June 2023 PresentSteve J. Fredricks1970Chief Compliance Officer and Assistant SecretarySince 2018Madison and MIA, Chief Legal Officer, March 2020 Present and Chief Compliance Officer, 2018 Present; Madison Funds and Ultra Series Fund, Chief Compliance Officer and Assistant Secretary, 2018 - Present; Madison ETFs, Compliance Officer and Assistant Secretary, June 2023 Present; Jackson National Asset Management, LLC, Senior Vice President and Chief Compliance Officer, 2005 2018Greg D. Hoppe1969Vice President;Chief Financial OfficerSince March 2020; Since 2019MIH and MIA, Vice President, 1999 - Present; Madison, Vice President, 2009 Present; Madison Funds and Ultra Series Fund, Chief Financial Officer, 2019 - Present; Madison ETFs, Chief Financial Officer and Treasurer, June 2023 Present29Name and Year of BirthPosition(s) Held with FundTerm of Office and Length of Time ServedPrincipal Occupation(s) During Past Five YearsKyle Schalow1995Assistant TreasurerSince July 2024Madison and MIA, Senior Accountant, 2022 - Present; Madison Funds, Ultra Series Fund and Madison ETFs Trust, Assistant Treasurer, July 2024 PresentBaker Tilly US LLP, Senior Accountant, 2018 2022Terri Wilhelm1968Secretary;Assistant SecretarySince July 2024; from 2022 - June 2024Madison and MIA, Senior Compliance Analyst, September 2022 Present; Madison Funds and Ultra Series Fund, Secretary, July 2024 - Present and Assistant Secretary 2022 June 2024; Madison ETFs, Secretary July 2024 - Present and Assistant Secretary, June 2023 July 2024;State of Wisconsin Investment Board, Senior Paralegal, 2017 2022Brandon Redwing1979Assistant Secretary andAnti-Money Laundering OfficerSince July 2024Madison and MIA, Mutual Fund Operations Manager, April 2024 - Present; Madison Funds, Ultra Series Fund and Madison ETFs Trust, Assistant Secretary and Anti-Money Laundering Officer, July 2024 Present. SS&C Technologies, Client Relationship Manager 2020 March 2024Current Board Committees, Leadership Structure and Risk Oversight Committees. The Current Board has determined that the efficient conduct of the trustees affairs makes it desirable to delegate responsibility for certain specific matters to committees of the Current Board. The committees meet as often as necessary, either in conjunction with regular meetings of the trustees or otherwise. The Current Board currently has two standing committees: the Audit Committee and the Nominating and Governance Committee.Audit Committee. The Current Board has an Audit Committee which is comprised of Richard E. Struthers (Chair), Steven P. Riege and Scott C. Jones. In addition to being independent trustees, as defined under the 1940 Act, each of these trustees also meets the additional independence requirements set forth in the NYSE Listed Company rules. The Audit Committee is charged with selecting an independent registered public accounting firm for the Fund and reviewing accounting matters with the Funds independent registered public accounting firm. The Audit Committee 30of the Current Board met four times during the last fiscal year. The Audit Committee presents the following report:The Audit Committee: (i) reviewed and discussed with management of the Fund the audited financial statements of the Fund for the fiscal year ended December 31, 2023; (ii) discussed with the Funds independent registered public accounting firm the matters required to be discussed under Public Company Accounting Oversight Board ("PCAOB") Auditing Standard No. 16, Communications with Audit Committee and all other communications required by other PCAOB Standards or Rules; and (iii) received the written disclosures and the letter from the Funds independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent accountants communications with the Audit Committee concerning the independence of the Funds independent registered public accounting firm. Based on these reviews and discussions, the Audit Committee recommended to the Current Board that the financial statements be included in the Funds Annual Report for the fiscal year ended December 31, 2023 and filed with the SEC.The Audit Committee is governed by a written charter, the most recent version of which was approved by the Current Board on May 23, 2024 (the Audit Committee Charter). In accordance with proxy rules promulgated by the SEC, the Funds Audit Committee Charter is required to be filed at least once every three years as an exhibit to the Funds proxy statement, and was last filed in 2022 as Attachment A to the Funds proxy statement. It is also available on the Funds website at www.madisonfunds.com. You may request a hard copy of the Audit Committee Charter to be mailed to you by calling the Fund toll-free at 1-800-767-0300.Nominating & Governance Committee. The Current Board has a Nominating & Governance Committee which is comprised of Steven P. Riege (Chair), Richard E. Struthers and Scott C. Jones. In addition to being independent trustees, as defined under the 1940 Act, each of these trustees also meets the additional independence requirements set forth in the NYSE Listed Company rules. The Nominating & Governance Committee of the Current Board met four times during the last fiscal year.The Nominating & Governance Committee is governed by a written charter, the most recent version of which was approved by the Current Board on February 22, 2024 (the Nominating & Governance Committee Charter). In accordance with proxy rules promulgated by the SEC, the Funds Nominating & Governance Committee Charter is required to be filed at least once every three years as an exhibit to the Funds proxy statement, and was last filed in 2022 as Attachment B to the Funds proxy statement. It is also available on the Funds website at www.madisonfunds.com. You may request a hard copy of the Nominating & Governance Committee Charter to be mailed to you by calling the Fund toll-free at 1-800-767-0300.As part of its duties, the Nominating & Governance Committee makes recommendations to the full Current Board with respect to candidates for the board. The Nominating & Governance Committee also will consider 31trustee candidates recommended by shareholders. In considering candidates submitted by shareholders, the Nominating & Governance Committee will take into consideration the needs of the board and the qualifications of the candidate. To have a candidate considered by the Nominating & Governance Committee, a shareholder must submit the recommendation in writing and must include the information required by the Procedures for Shareholders to Submit Nominee Candidates, which are set forth in Appendix A to the Nominating & Governance Committee Charter. The shareholder recommendation must be sent to the Funds Secretary, c/o Madison Asset Management, LLC, 550 Science Drive, Madison, Wisconsin 53711.Leadership Structure. The Current Board is relatively small and operates in a collegial atmosphere. Although no member is formally charged with acting as Chair, Mr. Ryan, the President of the Fund, acts as the Chairperson of board meetings. All Current Board members are expected to provide their input into establishing the boards meeting agenda. Likewise, each Current Board meeting contains a standing agenda item for any board member to raise new or additional items he or she believes is important in connection with Fund governance. The Current Board has charged Mr. Riege with acting as the lead independent trustee for purposes of communicating with Madison, the Funds Chief Compliance Officer, counsel to the independent trustees and Fund counsel on matters relating to the Current Board as a whole. The independent trustees often meet in executive session without representatives of Madison present (including meetings with counsel, the Chief Compliance Officer, and the Funds independent public accounting firm).Current Boards Role in Risk Oversight. Madison is responsible for the overall risk management of the Fund, which includes supervising its affiliated and third-party service providers and identifying and mitigating possible events that could adversely impact the Funds business, operations or performance. Risks to the Fund include investment, legal, compliance and regulatory risks, as well as the risk of operational failure or lack of business continuity. The Current Board oversees risk management of the Funds investment programs through the Audit Committee and through oversight by the Current Board itself. The Chief Compliance Officer of the Fund, who reports directly to the independent trustees, provides the Current Board with quarterly updates and a comprehensive annual report regarding the processes and controls in place to address regulatory, compliance, legal and operational risk. The Current Board exercises its oversight in conjunction with Madison, the Funds Chief Compliance Officer, Fund counsel and counsel to the independent trustees by requesting reports and presentations at regular intervals throughout the year. Additionally, the Audit Committee receives periodic reports from the Funds independent accountants. The Current Boards committee structure requires an independent trustee to serve as chair of the Nominating & Governance Committee and the Audit Committee. The Current Board receives regular written reports describing and analyzing the investment performance of the Fund. In addition, the portfolio managers of the Fund meet with the Current Board periodically to discuss portfolio performance and answer the Boards questions with respect to portfolio strategies and risks. The Current Board also receives regular written reports from the Funds Chief Financial Officer that enable the Board to monitor the number of fair valued securities in the Funds portfolio, the reasons for the fair valuation and the methodology used to arrive at the fair value. Such reports 32also include information concerning illiquid securities within the Funds portfolio. The Current Board and/or the Audit Committee may also review valuation procedures and pricing results with the Funds independent auditors in connection with the review of the results of the audit of the Funds year-end financial statements. The Current Board also receives regular compliance reports prepared by the compliance staff of Madison, and meets regularly with the Funds Chief Compliance Officer to discuss compliance issues, including compliance risks. As required under applicable rules, the independent trustees meet regularly in executive session with the Funds Chief Compliance Officer. The Current Board also adopts compliance policies and procedures for the Fund and approves such procedures as appropriate for certain of the Funds service providers. The compliance policies and procedures are specifically designed to detect and prevent violations of the federal securities laws.The Current Board recognizes that it is not possible to identify all of the risks that may affect the Fund or to develop processes and controls to eliminate or mitigate their occurrence or effects. The Current Board periodically reviews the effectiveness of its oversight of the Fund and the processes and controls in place to limit identified risks. The Current Board may, at any time and in its discretion, change the manner in which it conducts its risk oversight role.Given the small size of the Current Board, its committee structure, the openness of Current Board meetings to active input by all Current Board members, its utilization of executive sessions, the role of the lead independent trustee and the Current Boards quarterly focus on compliance and risk management, the Current Board has determined that its current leadership structure is appropriate for the protection of Fund investors.New Board Proposed Committees, Leadership Structure and Risk Oversight Committees. It is expected that the New Board will establish two standing committees, an Audit Committee and a Governance Committee. The committees are expected to meet as often as necessary, either in conjunction with regular meetings of the trustees or otherwise.Audit Committee. The Audit Committee will be generally responsible for reviewing and evaluating issues related to the accounting and financial reporting policies and internal controls of the Fund and, as appropriate, the internal controls of certain service providers, overseeing the quality and objectivity of the Funds financial statements and the audit thereof and acting as a liaison between the New Board and the Funds independent registered public accounting firm. It is expected that the Audit Committee will be composed entirely of independent trustees. The Audit Committee will be governed by a written Audit Committee Charter, which will be approved by the New Board at its first meeting. Once approved, a copy of the Audit Committee Charter will be available on the Funds website at www.xainvestments.com.Governance Committee. The Governance Committee will be responsible for recommending qualified candidates to the New Board in the event that a position is vacated or created. In considering trustee nominee candidates, the Governance Committee will take into account a wide variety of factors, including the overall diversity of the New Boards composition. It is expected that the Governance Committee will be composed entirely of 33independent trustees. It is anticipated that the Governance Committee will consider recommendations by shareholders if a vacancy were to exist. In considering candidates recommended to the Governance Committee by shareholders, the Governance Committee will take into consideration the needs of the New Board and the qualifications of the candidate. The Governance Committee may also take into consideration the number of shares held by the recommending shareholder and the length of time that such shares have been held. In order to be considered, following the Closing Date, such recommendations should be forwarded to the Secretary of the Fund, c/o XA Investments LLC, 321 North Clark Street, Suite 2430, Chicago, Illinois 60654. The Governance Committee will be governed by a written Governance Committee Charter, which will be approved by the New Board at its first meeting. Once approved, a copy of the Governance Committee Charter will be available on the Funds website at www.xainvestments.com.Leadership Structure. The primary responsibility of the New Board will be to represent the interests of the Fund and its shareholders, and to provide oversight of the management of the Fund. The New Board will be comprised of five trustees, four of whom (including the chairperson) are independent trustees and one of whom is an interested trustee. Generally, the New Board will act by majority vote of all the trustees, including a majority vote of the independent trustees if required by applicable law.It is proposed that Mr. Dingens will be appointed as the independent chairperson, who will preside at meetings of the New Board and who will be responsible for, among other things, setting the tone of New Board meetings and seeking to encourage open dialogue and independent inquiry among the New Trustees and management. The New Board will meet regularly four times each year to discuss and consider matters concerning the Fund, and also hold special meetings to address matters arising between regular meetings. Regular meetings generally will take place in-person; other meetings may take place in-person or by telephone. The New Board will establish two standing committees (as described above) and will delegate certain responsibilities to those committees, each of which will be comprised solely of independent trustees. The New Board and its committees will meet periodically throughout the year to oversee the Funds activities, review contractual arrangements with service providers, review the Funds financial statements, oversee compliance with regulatory requirements, and review performance. The independent trustees will be represented by independent legal counsel at board and committee meetings and will regularly meet outside the presence of Fund management. The New Board believes that this leadership structure, including an independent chairperson, a supermajority of independent trustees and committee membership limited to independent trustees, is appropriate in light of the characteristics and circumstances of the Fund.New Boards Role in Risk Oversight. The New Board will oversee risk directly and through the committee structure it intends to establish. As described above, the New Board expects to establish an Audit Committee and a Governance Committee to assist in its oversight functions, including its oversight of the risks of the Fund. Each committee will report its activities to the New Board on a regular basis. The New Board intends to adopt and periodically review policies, procedures and controls designed to address different types of risks, including, among others, investment risk, liquidity risk, operational risk, and valuation risk, as well as the overall business risk 34relating to the Fund. The New Board will also oversee the implementation of a variety of processes, procedures and controls by the Fund, XAI, Madison and other service providers to the Fund to address various risks. In addition, as part of the New Boards anticipated periodic review of the Funds service provider agreements, including agreements with XAI and Madison, the New Board may consider risk management aspects of the service providers operations and the functions for which they are responsible.The New Board will appoint a Chief Compliance Officer for the Fund, who will oversee the development of compliance policies and procedures of the Fund that are reasonably designed to minimize the risk of violations of the federal securities laws. The Chief Compliance Officer will report directly to the New Boards independent trustees, and will provide presentations to the New Board at its quarterly meetings and an annual report on the application of the compliance policies. The New Board will discuss relevant risks affecting the Fund with the Chief Compliance Officer at these meetings. The New Board will approve compliance policies and will review the Chief Compliance Officers reports. Further, the New Board will annually review the effectiveness of the compliance policies, as well as the appointment and compensation of the Chief Compliance Officer.The New Board will require officers of the Fund to report to the New Board on a variety of matters at regular and special meetings of the New Board and its committees, as applicable, including matters relating to risk management. The Audit Committee will also receive reports from the Funds independent registered public accounting firm on internal control and financial reporting matters. In addition, the New Board will receive reports from XAI and Madison on the investments and securities trading of the Fund. The New Board will also require XAI and Madison to report to the New Board on other matters relating to risk management on a regular and as-needed basis.Board CompensationThe following table sets forth the compensation paid to each member of the Current Board by the Fund for the Funds fiscal year ended December 31, 2023. In addition, all independent trustees are reimbursed for reasonable travel and out-of-pocket expenses incurred to attend meetings of the Current Board or its committees. The Funds interested trustees and officers receive no compensation from the Fund for performing the duties of their office. 35Trustee NameAggregate Compensationfrom FundTotal Compensation from Fund and Madison Fund Complex(1)Scott C. Jones$12,000$74,000Steven P. Riege(2)$13,000$123,000Richard E. Struthers$12,000$115,000(1) The term Madison Fund Complex refers to (i) the Madison Funds with 15 portfolios, (ii) the Ultra Series Fund with 14 portfolios, (iii) the Madison ETFs Trust with 4 active portfolios, and (iv) the Fund. (2) As lead independent trustee, Mr. Riege receives an additional $8,000 from the Madison Fund Complex, $1,000 of which is allocated to the Fund.Board Transactions with Fund AffiliatesAs of the date hereof, none of the independent trustees on the Current Board, the nominees for independent trustee on the New Board, nor their immediate family members owned beneficially or of record any securities of Madison, XAI, or any of their affiliates. In addition, during the past five years, neither the independent trustees on the Current Board, the nominees for independent trustee on the New Board, nor members of their immediate families, had a direct or indirect interest, the value of which exceeds $120,000, in Madison, XAI, or any of their affiliates. Likewise, since the beginning of the last two completed fiscal years of the Fund, neither the independent trustees on the Current Board, the nominees for independent trustee on the New Board, nor members of their immediate families had a direct or indirect interest in any transaction or series of transactions, the value of which exceeds $120,000 and to which any of the following persons was (or is to be) a party: (i) the Fund, (ii) any officer of the Fund, or (iii) Madison, XAI, or any of their affiliates. Consequences of Shareholders not approving the New BoardIf the New Board is not approved by shareholders, the Fund will abandon all three Proposals, and Madison will continue to serve as the investment adviser of the Fund and the Current Board will continue to oversee the Fund. Recommendation of the Board of TrusteesFor the reasons set forth above, the Current Board recommends that shareholders of the Fund vote FOR each New Trustee.36ADDITIONAL INFORMATIONInformation about the FundThe Fund is a closed-end management investment company organized as a Delaware statutory trust. Madison Asset Management, LLC is the investment adviser to the Fund. Madisons principal office is located at 550 Science Drive, Madison, Wisconsin 53711. In addition to investment management services, under the Existing Advisory Agreement, Madison is also responsible for managing the Funds administrative affairs under an Existing Services Agreement, and in this capacity, oversees State Street Bank and Fund Company (State Street), which currently serves as sub-administrator to the Fund. State Streets address is 801 Pennsylvania Avenue, Kansas City, Missouri 64105. The Funds current custodian is State Street, and its current transfer agent is Computershare, 150 Royall Street, Suite 101, Canton, MA 02021. The Fund does not place any brokerage transactions with any affiliates of Madison. XA Investments LLC is proposed to be the new investment adviser to the Fund as a result of the Transaction, with Madison serving as the subadviser to the Fund. XAIs principal office is located at 321 North Clark Street, Suite 2430, Chicago, Illinois 60654. Information about MadisonMadison Asset Management, LLC was founded in 1974, and is a direct, wholly-owned (100% owned) subsidiary of Madison Investment Holdings (MIH), the ultimate corporate parent of Madison. Both Madisons and MIH's principal office is located at 550 Science Drive, Madison, Wisconsin 53711. As of May 31, 2024, Madison and its affiliates managed approximately $25.7 billion in assets, including open-end mutual funds, separately managed accounts and wrap accounts. Exhibit B contains information with respect to other funds managed by Madison which have a similar investment objective as the Fund. The mailing address of principal officers and directors of MIH is 550 Science Drive, Madison, Wisconsin 53711. Information regarding the principal executive officers and directors of Madison is as follows: NameTitle/Principal OccupationSteven CarlChairman of the Board and Board Member of MIH; (Principal Executive Officer; Chief Distribution Officer)Paul LefurgeyBoard Member of MIH(Retired)Frank BurgessBoard Member of MIH(Retired)Richard EisingerBoard Member of MIH(Head of Equities, Portfolio Manager)Information about XAIXA Investments LLC was founded in 2016 by XMS Capital Partners. XAIs principal office is located at 321 North Clark Street, Suite 2430, Chicago, Illinois 60654. As of May 31, 2024, XAI and its affiliates managed $681 million in assets, including two closed-end funds. XAI also provides investment fund restructuring and consulting services focused on closed-end 37funds. Exhibit B contains information with respect to other funds managed by XAI which have a similar investment objective as the Fund. Information regarding the principal executive officers and directors of XAI is as follows:NameTitleJohn Yogi SpenceCo-Chief Executive OfficerTheodore F. BrombachCo-Chief Executive OfficerKimberly Ann FlynnPresidentBenjamin D. McCullochGeneral Counsel & Managing DirectorKevin B. DavisManaging Director & Head of SalesInformation about Independent Registered Public Accounting FirmFor the fiscal years ended December 31, 2022 and December 31, 2023, and the current fiscal year ending December 31, 2024, Deloitte & Touche LLP (D&T) has been selected as the Funds independent registered public accounting firm by the Audit Committee of the Fund to audit the accounts of the Fund. The Fund does not know of any direct or indirect financial interest of D&T in the Fund. Representatives of D&T will not be in attendance at the Meeting.Audit Fees. The aggregate fees billed to the Fund by D&T for professional services rendered for the audit of the Funds annual financial statements for the Funds fiscal years ended December 31, 2022 and December 31, 2023 were approximately $23,950 and $24,450, respectively.Audit-Related Fees. The aggregate fees billed by D&T and approved by the Audit Committee of the Fund for the Funds fiscal years ended December 31, 2022 and December 31, 2023 for assurance and related services reasonably related to the performance of the audit of the Funds annual financial statements were $0 and $0, respectively. D&T did not perform any other assurance and related services that were required to be approved by the Funds Audit Committee for such periods.Tax Fees. The aggregate fees billed by D&T and approved by the Audit Committee of the Fund for the Funds fiscal years ended December 31, 2022 and December 31, 2023 for professional services rendered for tax compliance, tax advice, and tax planning were approximately $4,652 and $4,799, respectively (such fees relate to tax services provided by D&T in connection with the review of the Funds tax returns). D&T did not perform any other tax compliance or tax planning services or render any tax advice that was required to be approved by the Funds Audit Committee for such periods.All Other Fees. Other than those services described above, D&T did not perform any other services on behalf of the Fund for the Funds fiscal years ended December 31, 2022 and December 31, 2023.Audit Committees Pre-Approval Policies and Procedures. As noted above, the Audit Committee is governed by the Audit Committee Charter, which includes Pre-Approval Policies and Procedures. The Audit Committee of the Fund has (i) pre-approved all audit and non-audit services provided by D&T to the Fund, and (ii) all non-audit services provided by D&T to Madison, or any entity controlling, controlled by, or under common control with Madison that provides ongoing services to the Fund which are related to the operations of the Fund (of which there were none), for the fiscal years ended December 3831, 2022 and December 31, 2023. None of the services described above for the Funds fiscal years ended December 31, 2022 and December 31, 2023 were approved by the Audit Committee pursuant to the pre-approval exception under Rule 2-01(c)(7)(i)(c) of Regulation S-X promulgated by the SEC.Voting InformationGeneral; Record Date. The record holders of the outstanding shares of the Fund as of the close of business on July 22, 2024 (the Record Date) are entitled to vote at the Meeting and any adjournment or postponement thereof. Each shareholder is entitled to one vote per share and a fractional vote with respect to fractional shares. Whether you expect to be personally present at the Meeting or not, we encourage you to vote by proxy. You can do this by phone or the Internet or by completing, dating, signing, and returning the accompanying proxy card using the enclosed postage prepaid envelope. By voting by proxy, your shares will be voted as you instruct. If no choice is indicated, your shares will be voted FOR each Proposal, and in the discretion of the persons named as proxies on such other matters that properly may come before the Meeting.Any shareholder giving a proxy may revoke it at any time before it is exercised at the Meeting by submitting to the Secretary of the Fund a written notice of revocation or a subsequently signed proxy card (i.e., a later-dated proxy), or by attending the Meeting and voting in person. A prior proxy can also be revoked by proxy voting again through the website or toll-free number noted on the enclosed proxy card. Proxy cards and written notices of revocation must be received by the Fund prior to the Meeting. If not so revoked, the shares represented by the proxy will be voted at the Meeting and any postponements or adjournments of the Meeting. Attendance by a shareholder at the Meeting does not by itself revoke a proxy.As of the Record Date, the Fund had 21,087,537 shares issued and outstanding.Solicitation of Proxies and Related Costs. The solicitation of proxies will occur principally by mail. In addition to solicitation by mail, certain officers and representatives of the Fund and officers and employees of Madison (who will receive no extra compensation for their services) and representatives of the Funds proxy solicitor, Computershare, may solicit proxies by telephone, the Internet, facsimile, letter, or other electronic means. If instructions are recorded by telephone, the person soliciting the proxies will use procedures designed to authenticate shareholders identities to allow shareholders to authorize the voting of their shares in accordance with their instructions, and to confirm that a shareholders instructions have been properly recorded.The expenses incurred in connection with preparing the Proxy Statement and its enclosures and all related legal and proxy solicitation expenses will be paid by Madison and/or XAI. These expenses are estimated to be approximately $250,000.Quorum. In order for a vote on any Proposal to be taken at the Meeting, there must exist a quorum of shareholders of the Fund eligible to vote on such Proposal. To have a quorum, the holders of a majority of the shares entitled to vote on each Proposal must be present in person or by proxy at the Meeting. 39For this purpose, whether a quorum exists is determined on a Proposal-by-Proposal basis.Abstentions and Broker Non-Votes. For purposes of determining the presence of a quorum for each Proposal, abstentions and broker non-votes are treated as present. Broker non-votes occur when a nominee holding shares for a beneficial owner does not vote on a Proposal because the nominee does not have discretionary voting powers with respect to that Proposal and has not received instructions from the beneficial owner. Abstentions and broker non-votes have the effect of a vote against Proposals 1 and 2, while abstentions and broker non-votes have no effect on the outcome of Proposal 3. Adjournment. It may become necessary from time to time to adjourn the Meeting in order to allow more time to solicit additional proxies, as necessary, if there are insufficient votes at the time of the Meeting to constitute a quorum or to approve any Proposal. Under the Funds governing documents, any meeting of shareholders, whether or not a quorum is present, may be adjourned from time to time by: (i) the vote of the majority of the shares represented at that meeting, either in person or by proxy; or (ii) in his or her discretion by the chairperson of the meeting. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting. Accordingly, if a quorum is not present at the Meeting with respect to any Proposal, it is expected that the holders of proxies will vote to authorize the adjournment of the Meeting with respect to such Proposal(s) in order to solicit additional proxies. Even if a quorum is present at the Meeting with respect to some or all Proposals, but there are insufficient votes to approve a Proposal, it is also expected that the holders of proxies will vote to authorize the adjournment of the Meeting to solicit additional proxies with respect to such Proposal(s). If the Meeting is adjourned, the adjourned meeting must be held not later than 180 days after the Record Date and may be held without further notice, other than an announcement at the Meeting in accordance with the Funds governing documents and as permitted under Delaware law. Votes Required to Pass the ProposalsProposal 1. In order for the New Advisory Agreement to be approved, it must be approved by the holders of a majority of the outstanding voting securities of the Fund. The term majority of the outstanding voting securities (as defined in the 1940 Act and used in this Proxy Statement) means: the affirmative vote of the lesser of (i) 67% or more of the voting securities of the Fund present at the Meeting if more than 50% of the outstanding voting securities of the Fund are present in person or by proxy, or (ii) more than 50% of the outstanding voting securities of the Fund. Proposal 2. In order for the New Subadvisory Agreement to be approved, it must be approved by the holders of a majority of the outstanding voting securities of the Fund, using the same definition of this term described above regarding Proposal 1. Proposal 3. In order for the New Trustees to be elected, the entire slate of nominees must be approved by the affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote at the Meeting. Votes withheld will have the same effect as a vote against the Proposal.Please note that if you sign, date, and return the proxy card, but do not specify a vote on each Proposal, your shares will be voted in favor of each Proposal, and in the discretion of the proxies named therein with respect to any other 40business that may properly come before the Meeting or any postponements or adjournments thereof. IMPORTANT: Each Proposal must be approved in order for the Fund to move forward with any of the Proposals. If shareholders do not approve one of the Proposals, the Fund will abandon all three Proposals, and Madison will continue to serve as the investment adviser of the Fund and the Current Board will continue to oversee the Fund. No Dissenters RightsShareholders have no rights under applicable law or the Funds Declaration of Trust or Bylaws to exercise dissenters rights of appraisal with respect to any Proposal.Summary of Certain Aspects of Delaware Control Share Acquisition StatuteThe Fund is subject to the control share acquisition statute (the Control Share Statute) contained in Subchapter III of the Delaware Statutory Trust Act (the DSTA), which became automatically applicable to listed closed-end funds, such as the Fund.The Control Share Statute provides for a series of voting power thresholds above which shares are considered control beneficial interests (referred to here as control shares). Once a threshold is reached, an acquirer has no voting rights under the DSTA with respect to shares acquired in excess of that threshold (i.e., the control shares) unless approved by shareholders of the Fund or exempted by the Board. The Control Share Statute provides procedures for an acquirer to request a shareholder meeting for the purpose of considering whether voting rights shall be accorded to control shares.The foregoing is only a summary of certain aspects of the Control Share Statute. Some uncertainty around the application under the 1940 Act of state control share statutes exists as a result of recent federal and state court decisions that have found that certain control share acquisition provisions violate the 1940 Act.Security Ownership of Management, Trustees and Principal ShareholdersAs of the Record Date, to the best of the knowledge of the Fund, no trustee or officer of the Fund beneficially owned 1% or more of the outstanding shares of the Fund, and the trustees and the officers of the Fund, as a group, beneficially owned less than 1% of the outstanding shares of the Fund. The Current Board is not aware of any arrangements, the operation of which may result in a change in control of the Fund. The following table shows the dollar range of the Funds equity securities that are beneficially owned* by each member of the Current Board and the existing officers as of the Record Date. As of the same date, the nominees for New Trustee did not hold any equity securities of the Fund. * Beneficial Ownership is determined in accordance with Section 16a-1(a)(2) of the Exchange Act.41Trustee/Officer NameDollar Range of Beneficially-Owned Securities of the FundAggregate Dollar Range of Beneficially-Owned Securities of the Madison Fund Complex(1)Scott C. JonesNoneOver $100,000Steven P. RiegeNone$10,001 - $50,000Richard E. StruthersNone$10,001 - $50,000Jill M. Friedow$0 - $10,000$50,001 - $100,000Patrick F. RyanNoneOver $100,000Steve J. FredricksNone$50,001 - $100,000Greg D. HoppeNoneOver $100,000Brandon RedwingNone$1 - $10,000Kyle SchalowNoneNoneTerri WilhelmNoneNone(1) The term Madison Fund Complex refers to (i) the Madison Funds with 15 portfolios, (ii) the Ultra Series Fund with 14 portfolios, (iii) the Madison ETFs Trust with 4 active portfolios, and (iv) the Fund.As of the Record Date, to the knowledge of the Fund, no person owned of record or owned beneficially more than 5% of the voting securities of the Fund.Section 16 Beneficial Ownership Reporting ComplianceSection 16(a) of the Exchange Act and Section 30(h) of the 1940 Act require the Funds executive officers and trustees, certain officers of the Funds investment adviser, affiliated persons of the investment adviser, and persons who beneficially own more than 10% of the Funds shares to file certain reports of ownership (Section 16 filings) with the SEC and the NYSE. Based upon the Funds review of the copies of such forms effecting the Section 16 filings received by it, the Fund believes that for Funds fiscal year ended December 31, 2023, all filings applicable to such persons were completed and filed in a timely manner.HouseholdingThe SEC has adopted rules that permit investment companies, such as the Fund, to satisfy delivery requirements for proxy statements with respect to two or more shareholders sharing the same address by delivering a single proxy statement addressed to those shareholders. This process, which is commonly referred to as householding, could result in extra convenience and cost savings for the Fund and its shareholders.If possible, depending on shareholder registration and address information, and unless you have otherwise opted out, only one copy of this Proxy Statement will be sent to shareholders at the same address. However, each shareholder will receive separate proxy cards. If you currently receive multiple copies of proxy statements or shareholder reports and would like to request to receive a single copy of documents in the future, please contact your financial services firm.42Shareholder Proposals for Subsequent MeetingsShareholder proposals intended for inclusion in the Funds proxy statement in connection with the Funds 2025 Annual Meeting of Shareholders pursuant to Rule 14a-8 under the Exchange Act, must be received by the Fund at its principal executive offices by February 12, 2025. In order for the proposals made outside of Rule 14a-8 under the Exchange Act to be considered timely within the meaning of Rule 14a-4(c) under the Exchange Act, such proposals much be received by the Fund at its principal executives offices not later than the close of business on May 3, 2025, nor earlier than the close of business on April 3, 2025. The timely submission of a proposal does not guarantee its inclusion. Whether a proposal is included in a proxy statement will be determined in accordance with applicable federal and state laws, as well as the Funds governing documents.Other Matters to Come Before the MeetingNo business other than the Proposals described in this Proxy Statement are expected to come before the Meeting, but should any other matter requiring a vote of shareholders arise, the persons named as proxies will vote thereon in their discretion according to their best judgment in the interests of the Fund and its shareholders.Dated: August 7, 2024PLEASE COMPLETE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED ENVELOPE. YOU MAY ALSO VOTE BY INTERNET OR TELEPHONE IN ACCORDANCE WITH THE INSTRUCTIONS SET FORTH ON THE ENCLOSED PROXY CARD.43EXHIBIT ANEW INVESTMENT ADVISORY AGREEMENTINVESTMENT ADVISORY AGREEMENTINVESTMENT ADVISORY AGREEMENT (the Agreement), dated as of [ ], 2024 between Madison Covered Call and Equity Strategy Fund, a Delaware statutory trust (the Trust), and XA Investments LLC, a Delaware limited liability company (the Adviser).WHEREAS, the Adviser has agreed to furnish investment management and advisory services to the Trust, a closed-end management investment company registered under the Investment Company Act of 1940, as amended (the 1940 Act);WHEREAS, the Adviser is a registered investment adviser under the Investment Advisers Act of 1940, as amended (the Advisers Act); WHEREAS, this Agreement has been approved in accordance with the provisions of the 1940 Act, and the Adviser is willing to furnish such services upon the terms and conditions herein set forth; andNOW, THEREFORE, in consideration of the mutual premises and covenants herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged, it is agreed by and between the parties hereto as follows:1. Appointment(a) The Trust hereby appoints the Adviser to act as the investment adviser to the Trust and to furnish the management and investment advisory services described herein, for the period and upon the terms herein set forth.(b) The Adviser hereby agrees, all as more fully set forth herein, to act as investment adviser to the Trust with respect to the investment of the Trusts assets and to supervise and arrange for the day-to-day operations of the Trust and the purchase of securities for and the sale of securities held in the investment portfolio of the Trust.(c) The Adviser for all purposes in this Agreement will be deemed to be an independent contractor and, unless otherwise expressly provided or authorized in this Agreement, will have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. 2. Duties and Obligations of the Adviser with Respect to Investment of Assets of the Trust. (a) Subject to the direction and control of the Trusts Board of Trustees, the Adviser shall:(i) act as investment adviser for and supervise and manage the investment and reinvestment of the Trusts assets and, in connection therewith, have complete discretion in purchasing and selling securities and other assets for the Trust and in voting, exercising consents and exercising all other rights appertaining to such securities and other A-1assets on behalf of the Trust; (ii) supervise the investment program of the Trust and the composition of its investment portfolio; and (iii) arrange, subject to the provisions of Section 5 hereof, for the purchase and sale of securities and other assets held in the investment portfolio of the Trust. (b) In performing its duties under this Section 2, the Adviser may delegate some or all of its duties and obligations under this Agreement to one or more investment sub-advisers; provided, however, that any such delegation shall be pursuant to an agreement with terms agreed upon by the Trust and approved in a manner consistent with the 1940 Act and provided, further, that no such delegation shall relieve the Adviser from its duties and obligations of management and supervision of the management of the Trusts assets pursuant to this Agreement and to applicable law.(c) The Adviser shall maintain business continuity, cybersecurity, disaster recovery and backup capabilities and facilities in keeping with industry standards and Securities and Exchange Commission (SEC) requirements through which the Adviser will be able to perform its obligations hereunder with minimal disruptions or delay. (d) To the extent prohibited by Regulation S-P, the Adviser and its affiliates will not disclose any non-public personal information, as defined in Regulation S-P, received from the Trust regarding any shareholder unless in accordance with an exception under Regulation S-P, or as otherwise may be permitted by law. The Adviser represents and warrants that, in accordance with applicable state privacy laws and Regulation S-P, it has implemented safeguards by adopting policies and procedures reasonably designed to: (i) insure the security and confidentiality of records and non-public personal information of shareholders; (ii) protect against any anticipated threats or hazards to the security or integrity of shareholder records and non-public personal information; and (iii) protect against unauthorized access to or use of such shareholder records or non-public personal information that could result in substantial harm or inconvenience to any shareholder. The Adviser shall treat confidentially all records of the Trust and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where the Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or (ii) when so requested by the Trust.(e) The Adviser acknowledges that, in compliance with the Bank Secrecy Act, as amended, the USA PATRIOT Act, and any implementing regulations thereunder (together, the AML Laws), the Trust has adopted anti-money laundering policies and procedures (the AML Policies). The Adviser agrees to comply with the Trusts AML Policies and the AML Laws, as the same may apply to the Adviser, now and in the future, and understands and agrees that the Trust may disclose information regarding the Adviser to governmental and/or regulatory or self-regulatory authorities to the extent required by applicable law or regulation and may file reports with such authorities as may be required by such law or regulation.A-2(f) The Adviser shall provide such information as may reasonably be requested by the Board under Section 15(c) of the 1940 Act in connection with its annual consideration of this Agreement.3. Duties and Obligations of the Adviser with Respect to the Management of the TrustThe Adviser shall perform the management services necessary for the operation of the Trust, including providing the Trust necessary personnel and such other services as the Adviser, subject to review by the Board of Trustees, from time to time shall determine to be necessary or useful to perform its obligations under this Agreement. The Adviser, also on behalf of the Trust, shall conduct relations with administrators, custodians, depositories, transfer agents, pricing agents, investor support service providers, investor relations providers, dividend disbursing agents, other shareholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable.4. Covenants(a) In the performance of its duties under this Agreement, the Adviser shall at all times conform to, and act in accordance with, any requirements imposed by:(i) the provisions of the 1940 Act and the Advisers Act and all applicable Rules and Regulations of the SEC; (ii) any other applicable provision of law; (iii) the provisions of this Agreement and Declaration of Trust and By-Laws of the Trust, as such documents are amended from time to time; (iv) the investment objective, policies and restrictions of the Trust as set forth in its Registration Statement on Form N-2; and (v) any policies and determinations of the Board of Trustees of the Trust.(b) The Adviser will maintain a written code of ethics (the Code of Ethics) pursuant to Rule 17j-1 under the 1940 Act, a copy of which will be provided to the Trust, and will institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Adviser will follow such Code of Ethics in performing its services under this Agreement.(c) The Adviser will maintain compliance policies and procedures adopted pursuant to Rule 206(4)-7 under the Advisers Act and Rule 38a-1 under the 1940 Act, a copy of which will be provided to the Trust, and follow such compliance policies and procedures in performing its services under this Agreement; and(d) The Adviser will cooperate with the chief compliance officer of the Trust in connection with the implementation and operation of the Trusts compliance policies and procedures adopted pursuant to Rule 38a-1 under the 1940 Act, and will prepare necessary reports and provide the Trusts chief compliance officer with access to information reasonably necessary for the Trust to comply with Rule 38a-1.A-35. Portfolio Transactions(a) In the performance of its duties under this Agreement, the Adviser will place orders either directly with the issuer or with any broker or dealer. Subject to the other provisions of this paragraph, in placing orders with brokers and dealers, the Adviser will attempt to obtain the best price and the most favorable execution of its orders, and all such brokerage placement shall be made in compliance with Section 28(e) of the Securities Exchange Act of 1934, as amended. In placing orders, the Adviser will consider the experience and skill of the firms securities traders as well as the firms financial responsibility and administrative efficiency. Consistent with this obligation, the Adviser may select brokers on the basis of the research, statistical and pricing services they provide to the Trust and other clients of the Adviser. Information and research received from such brokers will be in addition to, and not in lieu of, the services required to be performed by the Adviser hereunder. A commission paid to such brokers may be higher than that which another qualified broker would have charged for effecting the same transaction, provided that the Adviser determines in good faith that such commission is reasonable in terms either of the transaction or the overall responsibility of the Adviser to the Trust and its other clients and that the total commissions paid by the Trust will be reasonable in relation to the benefits to the Trust over the long-term. In no instance, however, will the Trusts securities be purchased from or sold to the Adviser, or any affiliated person thereof, except to the extent permitted by the SEC or by applicable law.(b) At the request of the Board of Trustees of the Trust, the Adviser will identify and provide a written description to the Board of Trustees of soft dollar arrangements that the Adviser maintains with respect to the Trust or with brokers or dealers that execute transactions for the Trust, and of research and other services provided to the Adviser by a broker or dealer (whether prepared by such broker or dealer or by a third party) as a result, in whole or in part, of the direction of Trust transactions to the broker or dealer. (c) From time to time, the Adviser or brokers or dealers affiliated with it may find themselves in a position to buy for certain of their clients (each an Account) securities which the Advisers investment advisory clients wish to sell, and to sell for certain of their clients securities which other advisory clients wish to buy. Where one of the parties is an advisory client, the Adviser or the affiliated broker or dealer cannot participate in this type of transaction (known as a cross transaction) on behalf of an advisory client and retain commissions from one or both parties to the transaction without the advisory clients consent. This is because in a situation where the Adviser is making the investment decision (as opposed to a brokerage client who makes his own investment decisions), and the Adviser or an affiliate is receiving commissions from both sides of the transaction, there is a potential conflicting division of loyalties and responsibilities on the Advisers part regarding the advisory client. The SEC has adopted a rule under the Advisers Act that permits the Adviser or its affiliates to participate on behalf of an Account in agency cross transactions if the advisory client has given written consent in advance. By execution of this Agreement, the Trust authorizes the Adviser or its affiliates to participate in agency cross transactions involving an Account. The Trust may revoke its consent at any time by written notice to the Adviser.A-46. ConfidentialityEach of the Trust and the Adviser acknowledge and agree that pursuant to this Agreement, either party may have access to the other partys confidential and proprietary information and materials concerning or pertaining to the others business. Each party will receive and hold such information in the strictest confidence, and acknowledge, represent, and warrant that it will use its best efforts to protect the confidentiality of this information. Each party agrees that, without the prior written consent of the other party, which approval shall not be unreasonably withheld, they will not use, copy, or divulge to third parties or otherwise use, except in accordance with the terms of this Agreement, any information obtained from or through the other party in connection with this Agreement; provided, however, this covenant shall not apply to information (i) which is in the public domain now or when it becomes in the public domain in the future, other than by reason of a breach of this Agreement, (ii) which has come to either party from a lawful source not bound to maintain the confidentiality of such information, other than from the other party or an affiliate or representative of that party, (iii) disclosures which are required by law, regulatory authority, regulation or legal process or are made to any regulatory agency in the normal course of an examination, audit or investigation involving such party, or (iv) disclosure as reasonably necessary in the course of business to third parties subject to a duty to maintain the confidentiality of the information.7. Services Not Exclusive(a) Nothing in this Agreement shall prevent the Adviser or any officer, employee or other affiliate thereof from acting as investment adviser for any other person, firm or corporation, or from engaging in any other lawful activity, and shall not in any way limit or restrict the Adviser or any of its officers, employees or agents from buying, selling or trading any securities for its or their own accounts or for the accounts of others for whom it or they may be acting; provided, however, that the Adviser will undertake no activities which, in its judgment, will adversely affect the performance of its obligations under this Agreement.(b) The Adviser may manage other investment accounts and funds, including those with investment objectives similar to the Trust. Securities considered as investments for the Trust may also be appropriate for other investment accounts and funds that may be managed by the Adviser. Subject to applicable laws and regulations, the Adviser will attempt to allocate equitably portfolio transactions among the portfolios of its other investment accounts and funds purchasing securities whenever decisions are made to purchase or sell securities by the Trust and one or more of such other accounts or funds simultaneously. In making such allocations, the main factors to be considered by the Adviser will be the respective investment objectives of the Trust and such other accounts and funds, the relative size of portfolio holdings of the same or comparable securities, the availability of cash for investment by the Trust and such other accounts and funds, the size of investment commitments generally held by the Trust and such accounts and funds, and the opinions of the persons responsible for recommending investments to the Trust and such other accounts and funds. 8. Books and Records(a) The Adviser undertakes and agrees to maintain or cause others to maintain, in the form and for the period required by Rule 31a-2 A-5under the 1940 Act, all records relating to the Trusts investments that are required to be maintained by the Trust pursuant to the 1940 Act with respect to the Advisers responsibilities under this Agreement for the Trust, and which are not otherwise maintained by the administrator, fund accounting agent, custodian or other service providers to the Trust.(b) In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Adviser hereby agrees that all records which it maintains for the Trust are the property of the Trust and further agrees to surrender promptly to the Trust any such records upon the Trusts request. 9. CustodyNothing in this Agreement will require the Adviser to take or receive physical possession of cash, securities, or other investments of the Trust. 10. Expenses(a) During the term of this Agreement, the Adviser will bear all costs and expenses of its employees and any overhead incurred in connection with its duties hereunder, except as provided pursuant to paragraph (c) of this Section 10, and shall bear the costs of any salaries or trustees fees of any officers or trustees of the Trust who are affiliated persons (as defined in the 1940 Act) of the Adviser.(b) The Trust will bear all other costs, fees and expenses of its operations and transactions, including those relating to: (1) organization; (2) calculation of the Trusts net asset value (including the cost and expenses of any independent valuation firm, agent or other provider); (3) expenses payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for the Trust and in monitoring the Trusts investments; (4) interest payable on indebtedness and dividends and distributions on preferred shares, as applicable, if any, incurred to finance the Trusts investments; (5) offerings of the Trusts common shares and other securities (including, all fees, costs and expenses related thereto); (6) fees payable to third parties, including agents, legal counsel, consultants or other advisors, relating to, or associated with, evaluating and making investments; (7) administrator, transfer agent and custodian fees; (8) federal and state registration fees; (9) all costs of registration and listing the Trusts shares on any securities exchange; (10) federal, state and local taxes; (11) independent trustees fees and expenses; (12) costs of preparing and filing reports or other documents required by governmental bodies (including the SEC), including printing costs; (13) costs of any reports, proxy statements or other notices to shareholders, including printing costs; (14) insurance premiums for fidelity bond and other insurance coverage, including the Trusts allocable portion of the fidelity bond, trustees and officers errors and omissions liability insurance, including independent trustees liability insurance, and any other insurance premium; (15) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; (16) brokerage commissions, assignment fees and other costs in connection with the purchase, holding or sale of securities and other investment instruments (including, without limitation, security settlement costs); (17) expenses incidental to holding meetings of the Trusts shareholders, including proxy solicitations therefor; provided, however, that the Trust will not bear such expenses with respect to any meeting of the Trusts shareholders held for the purpose of seeking shareholder approval of a new investment advisory agreement in connection A-6with a change of control of the Adviser; (18) unusual, non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust is a party and legal obligations that the Trust may have to indemnify the Trusts directors, officers and/or employees or agents with respect to these actions, suits or proceedings; and (19) all other expenses incurred by the Trust in connection with administering the Trusts business.(c) The Trust may, if and to the extent approved by the Board of Trustees, including a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, from time to time reimburse the Adviser for certain costs and expenses incurred by the Adviser in connection with the management of the Trusts assets, which may include the Trusts allocable share of portfolio management and trading software costs, research expenses (including modeling and analytic software costs), diligence expenses and out-of-pocket travel costs incurred in connection with the management of the Trusts assets. For the avoidance of doubt, in no event shall expenses associated with the general overhead of the Adviser be reimbursed by the Trust.11. Compensation of the Adviser(a) The Trust agrees to pay to the Adviser and the Adviser agrees to accept as full compensation for all services rendered by the Adviser as such, a monthly fee in arrears at an annual rate equal to 0.80% of the Trusts average daily value of the Trusts Managed Assets. For any period less than a month during which this Agreement is in effect, the fee shall be prorated according to the proportion which such period bears to a full month of 28, 29, 30 or 31 days, as the case may be. (b) Managed Assets means the total assets of the Trust, including the assets attributable to the proceeds from financial leverage (including through the issuance of preferred shares or the issuance of senior securities representing indebtedness), minus liabilities, other than liabilities related to any financial leverage. (c) For purposes of this Agreement, the total assets of the Trust shall be calculated pursuant to the procedures adopted by resolutions of the Trustees of the Trust for calculating the value of the Trusts assets.(d) The Adviser may elect from time to time, in its sole discretion, to waive its right to reimbursement or its receipt of the advisory fee.12. Representations and Warranties(a) The Trust represents and covenants to the Adviser as follows:(i) The Trust is duly organized and validly existing under the laws of the State of Delaware with the power to own and possess its assets.(ii) The execution, delivery and performance by the Trust of this Agreement are within the Trusts powers and have been duly authorized by all necessary actions of the Board of Trustees, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or A-7regulation, (ii) the Trusts governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instruments binding upon the Trust.(iii) The Trust is, or will be prior to commencing operations, registered as a closed-end management investment company under the 1940 Act and the Trusts shares are, or will be prior to commencing operations, registered under the Securities Act of 1933, as amended, and under any applicable state securities laws, or exempt from such registration.(b) The Adviser represents and covenants to the Trust as follows:(i) The Adviser is duly organized and validly existing under the laws of the State of Delaware.(ii) The execution, delivery and performance by the Adviser of this Agreement are within the Advisers powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance of this Agreement by the parties to this Agreement, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Advisers governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instruments binding upon the Adviser.(iii) The Adviser is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement.13. Limitation on LiabilityThe Adviser will not be liable for any error of judgment or mistake of law or for any loss suffered by Adviser or by the Trust in connection with the performance of this Agreement, except a loss resulting from a breach of a fiduciary duty with respect to the receipt of compensation for services or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder).14. IndemnificationThe Trust shall indemnify, defend and protect the Adviser, its members and their respective officers, managers, partners, agents, employees, controlling persons, members and any other person affiliated with any of them (collectively, the Indemnified Parties) (each of whom shall be deemed a third party beneficiary hereof) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, A-8investigation or other proceeding (including an action or suit by or in the right of the Trust or its security holders) arising out of or otherwise based upon the performance of any of the Advisers duties or obligations under this Agreement or otherwise as an investment adviser of the Trust. Notwithstanding the foregoing provisions of this Section 12 to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Trust or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of any Indemnified Partys duties or by reason of the reckless disregard of the Advisers duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder).15. Duration and Termination(a) This Agreement shall become effective as of the date hereof and, unless sooner terminated with respect to the Trust as provided herein, shall continue in effect for a period of two years. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Trust for successive periods of 12 months, provided such continuance is specifically approved at least annually by both:(i) the vote of a majority of the Trusts Board of Trustees or the vote of a majority of the outstanding voting securities of the Trust at the time outstanding and entitled to vote, and (ii) the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. (b) Notwithstanding the foregoing, this Agreement may be terminated by the Trust at any time, without the payment of any penalty, upon giving the Adviser 60 days notice (which notice may be waived by the Adviser), provided that such termination by the Trust shall be directed or approved by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Trust at the time outstanding and entitled to vote, or by the Adviser on 60 days written notice to the Trust (which notice may be waived by the Trust). (c) This Agreement will immediately terminate in the event of its assignment. (d) As used in this Agreement, the terms majority of the outstanding voting securities, interested person and assignment shall have the same meanings of such terms in the 1940 Act.(e) The terms of Sections 6, 8, 13 and 14, 18, 19 and 20 of this Agreement shall survive the termination of this Agreement.16. NoticesAny notice under this Agreement shall be in writing to the other party at such address as the other party may designate from time to time for the receipt of such notice and shall be deemed to be received on the earlier of the date actually received or on the fourth day after the postmark if such notice is A-9mailed first class postage prepaid.17. Amendment of this AgreementNo provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. Any amendment of this Agreement shall be subject to the 1940 Act.18. Governing LawThis Agreement shall be governed by and construed in accordance with the laws of the State of Delaware for contracts to be performed entirely therein without reference to choice of law principles thereof and in accordance with the applicable provisions of the 1940 Act.19. Use of the NameThe Adviser has consented to the use by the Trust of the name or identifying word XA, XAI or XA Investments in the name of the Trust. Such consent is conditioned upon the employment of the Adviser as the investment adviser to the Trust. The name or identifying word XA, XAI or XA Investments may be used from time to time in other connections and for other purposes by the Adviser and any of its affiliates. The Adviser may require the Trust to cease using XA, XAI or XA Investments in the name of the Trust, if the Trust ceases to employ, for any reason, the Adviser, any successor thereto or any affiliate thereof as investment adviser of the Trust. If so required by the Adviser, the Trust will cease using XA, XAI or XA Investments in its name as promptly as practicable and make all reasonable efforts to remove XA, XAI or XA Investments from its name.20. Miscellaneous(a) The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.(b) If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. (c) Nothing contained in this Agreement will be deemed to require the Trust to take any action contrary to the Trusts Amended and Restated Agreement and Declaration of Trust or By-laws, as they may be amended and/or restated from time to time, or any applicable statute or regulation, or to relieve or deprive the Board of Trustees of its responsibility for and control of the conduct of the affairs of the Trust. (d) This Agreement shall be binding on, and shall inure to the benefit of the parties hereto and their respective successors.(e) This Agreement may be executed in counterparts by the parties hereto, each of which shall constitute an original counterpart, and all of which, together, shall constitute one Agreement. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.A-10(f) This Agreement constitutes the entire understanding and agreement, and supersedes any and all other proposals, understandings, and agreements among the parties with respect to the subject matter hereof.IN WITNESS WHEREOF, the parties hereto have caused the foregoing instrument to be executed by their duly authorized officers, all as of the day and the year first above written.MADISON COVERED CALL & EQUITY STRATEGY FUNDBy: Name: Title: XA INVESTMENTS LLCBy: Name: Title: A-11EXHIBIT BNEW SUBADVISORY AGREEMENTINVESTMENT SUBADVISORY AGREEMENTINVESTMENT SUB-ADVISORY AGREEMENT (the Agreement), dated as of [ ], 2024 (the Effective Date) among Madison Covered Call and Equity Strategy Fund, a Delaware statutory trust (the Trust), XA Investments LLC, a Delaware limited liability company (the Adviser), and Madison Asset Management, LLC a Wisconsin limited liability company (the Sub-Adviser).WHEREAS, the Adviser has agreed to furnish investment management and advisory services to the Trust, a closed-end management investment company registered under the Investment Company Act of 1940, as amended (the 1940 Act);WHEREAS, the investment advisory agreement between the Adviser and the Trust dated as of [ ] (such agreement or the most recent successor agreement between such parties relating to advisory services to the Trust is referred to herein as the Investment Advisory Agreement) contemplates that the Adviser may sub-contract investment advisory services with respect to the Trust to a sub-adviser(s) pursuant to a sub-advisory agreement(s) agreeable to the Trust and approved in accordance with the provisions of the 1940 Act;WHEREAS, the Adviser wishes to retain the Sub-Adviser to provide certain sub-advisory services; WHEREAS, the Sub-Adviser is a registered investment adviser under the Investment Advisers Act of 1940, as amended (the Advisers Act); andWHEREAS, this Agreement has been approved in accordance with the provisions of the 1940 Act, and the Sub-Adviser is willing to furnish such services upon the terms and conditions herein set forth;NOW, THEREFORE, in consideration of the mutual premises and covenants herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged, it is agreed by and between the parties hereto as follows:1. Appointment(a) The Adviser hereby appoints the Sub-Adviser to act as the investment sub-adviser to the Trust and to furnish the services described herein, for the period and upon the terms herein set forth.(b) The Sub-Adviser hereby agrees, all as more fully set forth herein, to act as investment sub-adviser to the Trust and to furnish the services described below with respect to the investment of the Trusts assets and the purchase of securities for and the sale of securities held in the investment portfolio of the Trust.(c) The Sub-Adviser for all purposes in this Agreement will be deemed to be an independent contractor and, unless otherwise expressly provided or authorized in this Agreement, will have no authority to act for or represent the Adviser or the Trust in any way B-1or otherwise be deemed an agent of the Adviser or the Trust. 2. Duties and Obligations of the Sub-Adviser with Respect to Investment of Assets of the Trust(a) Subject to the oversight and supervision of the Adviser and direction and control of the Trusts Board of Trustees, the Sub-Adviser will act as sub-adviser for the Trust and perform one or more of the following services at the request of the Adviser in connection with the investment and reinvestment of the Trusts assets: (i) managing the investment and reinvestment of the assets of the Trust in accordance with the investment policies and guidelines of the Trust;(ii) subject to the provisions of Section 4 hereof, purchasing and selling securities and other assets for the Trust and placing orders for purchases and sales of assets of the Trust; (iii) providing investment research and credit analysis concerning the assets of the Trust; (iv) monitoring on a daily basis the investment activities and portfolio holdings relating to the Trust;(v) voting proxies relating to the Trusts portfolio securities in accordance with the proxy voting policies and procedures of the Sub-Adviser; and(vi) settlement of transactions and completing corporate actions. (b) At the request of the Adviser, the Sub-Adviser will also, subject to the oversight and supervision of the Adviser and the direction and control of the Trusts Board of Trustees, consult with the Adviser as to the overall management of the assets of the Trust and the investment policies and practices of the Trust, including (but not limited to) the use by the Trust of financial leverage and matters relating to such financial leverage (e.g., form, amount and costs) and the utilization by the Trust of any interest rate or other hedging or risk management transactions in connection therewith. (c) In addition, the Sub-Adviser will keep the Trust and the Adviser informed of developments relating to the Sub-Adviser or the Trusts investments materially affecting the Trust and shall, upon request, furnish to the Adviser and the Trust all information relevant to such developments. (d) The Sub-Adviser will periodically communicate to the Adviser or other service providers of the Trust, at such times as the Adviser may request, information concerning the purchase and sale of securities for the Trust and such other information as the Adviser may reasonably require for purposes of fulfilling its obligations to the Trust under the Investment Advisory Agreement.(e) In addition to the investment policies and guidelines of the Trust, the Adviser may from time to time communicate to the Sub-Adviser instructions (the Instructions) in writing that limit or supplement the investment policies and guidelines and are subject to approval by the Sub-B-2Adviser, which approval shall not be unreasonably withheld. Neither the investment policies and guidelines nor the Instructions shall require the Sub-Adviser to obtain capabilities or resources beyond those it possesses as of the Effective Date. The Adviser shall promptly notify the Sub-Adviser, in writing, of any change in the investment policies and guidelines that is made for any reason, including but not limited to a change by the Adviser, the Trust or in any applicable law or regulation. The Adviser acknowledges that the Sub-Adviser may be required to terminate delivery of certain data or services used in managing the Trust in the event the Sub-Adviser is no longer able to obtain such data or services.(f) The Sub-Adviser shall maintain business continuity, cybersecurity, disaster recovery and backup capabilities and facilities in keeping with industry standards and Securities and Exchange Commission (SEC) requirements through which the Sub-Adviser will be able to perform its obligations hereunder with minimal disruptions or delay. (g) To the extent prohibited by Regulation S-P, the Sub-Adviser and its affiliates will not disclose any non-public personal information, as defined in Regulation S-P, received from the Trust regarding any shareholder unless in accordance with an exception under Regulation S-P, or as otherwise may be permitted by law. The Sub-Adviser represents and warrants that, in accordance with applicable state privacy laws and Regulation S-P, it has implemented safeguards by adopting policies and procedures reasonably designed to: (i) insure the security and confidentiality of records and non-public personal information of shareholders; (ii) protect against any anticipated threats or hazards to the security or integrity of shareholder records and non-public personal information; and (iii) protect against unauthorized access to or use of such shareholder records or non-public personal information that could result in substantial harm or inconvenience to any shareholder. The Sub-Adviser shall treat confidentially all records of the Trust and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where the Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or (ii) when so requested by the Trust.(h) The Sub-Adviser acknowledges that, in compliance with the Bank Secrecy Act, as amended, the USA PATRIOT Act, and any implementing regulations thereunder (together, the AML Laws), the Trust has adopted anti-money laundering policies and procedures (the AML Policies). The Sub-Adviser agrees to comply with the Trusts AML Policies and the AML Laws, as the same may apply to the Sub-Adviser, now and in the future, and understands and agrees that the Trust may disclose information regarding the Sub-Adviser to governmental and/or regulatory or self-regulatory authorities to the extent required by applicable law or regulation and may file reports with such authorities as may be required by such law or regulation.(i) The Sub-Adviser shall provide such information as may reasonably be requested by the Adviser and/or the Board of Trustees under Section 15(c) of the 1940 Act in connection with its annual consideration of this Agreement.B-3(i) Nothing in this Agreement is deemed to impose on the Sub-Adviser responsibility for the preparation of the Trusts financial statements or the Trusts other financial and regulatory filing and reporting obligations, provided that the Sub-Adviser shall provide sub-certifications in the form reasonably requested by the Trust relating to the Sub-Advisers services under this Agreement to assist the Trust in complying with the provisions of the Sarbanes-Oxley Act of 2002.3. Covenants(a) In the performance of its duties under this Agreement, the Sub-Adviser shall at all times conform to, and act in accordance with, any requirements imposed by:(i) the provisions of the 1940 Act and the Advisers Act and all applicable Rules and Regulations of the SEC; (ii) any other applicable provision of law; (iii) the provisions of this Agreement and Declaration of Trust and By-Laws of the Trust, as such documents are amended from time to time; (iv) the investment objective, policies and restrictions of the Trust as set forth in its Registration Statement on Form N-2 and as supplemented from time to time by the Trusts shareholder reports and other SEC filings; and (v) any policies and determinations of the Board of Trustees of the Trust.(b) The Sub-Adviser will not consult with any other sub-adviser of the Trust or any other sub-adviser to a fund under common control with the Trust concerning transactions of the Trust in securities or other assets.(c) The Sub-Adviser will maintain a written code of ethics (the Code of Ethics) pursuant to Rule 17j-1 under the 1940 Act, a copy of which will be provided to the Trust and the Adviser, and will institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Sub-Adviser will follow such Code of Ethics in performing its services under this Agreement.(d) The Sub-Adviser will maintain compliance policies and procedures adopted pursuant to Rule 206(4)-7 under the Advisers Act and Rule 38a-1 under the 1940 Act, a copy of which will be provided to the Trust and the Adviser, and follow such compliance policies and procedures in performing its services under this Agreement; and(e) The Sub-Adviser will cooperate with the chief compliance officer of the Trust in connection with the implementation and operation of the Trusts compliance policies and procedures adopted pursuant to Rule 38a-1 under the 1940 Act, and will prepare necessary reports and provide the Trusts chief compliance officer with access to information reasonably necessary for the Trust to comply with Rule 38a-1.4. Portfolio Transactions(a) In the performance of its duties under this Agreement, the Sub-Adviser will place orders either directly with the issuer or with any broker B-4or dealer. Subject to the other provisions of this paragraph, in placing orders with brokers and dealers, the Sub-Adviser will attempt to obtain the best price and the most favorable execution of its orders, and all such brokerage placement shall be made in compliance with Section 28(e) of the Securities Exchange Act of 1934, as amended. In placing orders, the Sub-Adviser will consider the experience and skill of the firms securities traders as well as the firms financial responsibility and administrative efficiency. Consistent with this obligation, the Sub-Adviser may select brokers on the basis of the research, statistical and pricing services they provide to the Trust and other clients of the Sub-Adviser. Information and research received from such brokers will be in addition to, and not in lieu of, the services required to be performed by the Sub-Adviser hereunder. A commission paid to such brokers may be higher than that which another qualified broker would have charged for effecting the same transaction, provided that the Sub-Adviser determines in good faith that such commission is reasonable in terms either of the transaction or the overall responsibility of the Sub-Adviser to the Trust and its other clients and that the total commissions paid by the Trust will be reasonable in relation to the benefits to the Trust over the long-term. In no instance, however, will the Trusts securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except to the extent permitted by the SEC or by applicable law.(b) At the request of the Adviser or the Trust, the Sub-Adviser will identify and provide a written description to the Adviser and the Board of Trustees of the Trust of soft dollar arrangements that the Sub-Adviser maintains with respect to the Trust or with brokers or dealers that execute transactions for the Trust, and of research and other services provided to the Sub-Adviser by a broker or dealer (whether prepared by such broker or dealer or by a third party) as a result, in whole or in part, of the direction of Trust transactions to the broker or dealer. (c) From time to time, the Sub-Adviser or brokers or dealers affiliated with it may find themselves in a position to buy for certain of their clients (each an Account) securities which the Sub-Advisers investment advisory clients wish to sell, and to sell for certain of their clients securities which advisory clients wish to buy. Where one of the parties is an advisory client, the Sub-Adviser or the affiliated broker or dealer cannot participate in this type of transaction (known as a cross transaction) on behalf of an advisory client and retain commissions from one or both parties to the transaction without the advisory clients consent. This is because in a situation where the Sub-Adviser is making the investment decision (as opposed to a brokerage client who makes his own investment decisions), and the Sub-Adviser or an affiliate is receiving commissions from both sides of the transaction, there is a potential conflicting division of loyalties and responsibilities on the Sub-Advisers part regarding the advisory client. However, the SEC has adopted a rule under the Advisers Act that permits the Sub-Adviser or its affiliates to participate on behalf of an Account in agency cross transactions if the advisory client has given written consent in advance. Therefore, by execution of this Agreement, the Trust authorizes the Sub-Adviser or its affiliates to participate in agency cross transactions involving an Account. The Trust may revoke its consent at any time by written notice to the Sub-Adviser.5. ConfidentialityEach of the Trust, the Adviser and the Sub-Adviser acknowledge and agree that in satisfying its respective obligations under and performing B-5services in connection with this Agreement, any party may have access to another partys confidential and proprietary information and materials concerning or pertaining to the others business (confidential information). Each party will receive and hold such information in the strictest confidence, and acknowledge, represent, and warrant that it will use its best efforts to protect the confidentiality of this information to the same degree of care as it would its own confidential information. Each party agrees that, without the prior written consent of the other party, which approval shall not be unreasonably withheld, such party will not use, copy, or divulge to third parties or otherwise use, except in accordance with the terms of this Agreement, any confidential information of another party without the prior written consent of such other party; provided, however, this covenant shall not apply to (i) information which is in the public domain now or when it becomes in the public domain in the future, other than by reason of a breach of this Agreement, (ii) information which has come to a party from a lawful source not bound to maintain the confidentiality of such information, other than from any other party or an affiliate or representative of that party, (iii) information which is independently developed without the use of confidential information, (iv) disclosures which are required by law, regulatory authority, regulation or legal process or are made to any regulatory agency in the normal course of an examination, audit or investigation involving such party, or (v) disclosure as reasonably necessary in the course of business to third parties subject to a duty to maintain the confidentiality of the information. Notwithstanding the foregoing, the Sub-Adviser may disclose information it receives from or on behalf of the Trust or the Adviser to officers and employees of the Sub-Adviser or any of its affiliates in the course of providing the services under this Agreement and the Sub-Adviser may disclose the Trusts TIN information to third parties as required to perform the Sub-Advisers services under this Agreement. 6. Services Not Exclusive(a) Nothing in this Agreement shall prevent the Sub-Adviser or any officer, employee or other affiliate thereof from acting as investment adviser for any other person, firm or corporation, or from engaging in any other lawful activity, and shall not in any way limit or restrict the Sub-Adviser or any of its officers, employees or agents from buying, selling or trading any securities for its or their own accounts or for the accounts of others for whom it or they may be acting; provided, however, that the Sub-Adviser will undertake no activities which, in its judgment, will adversely affect the performance of its obligations under this Agreement.(b) The Sub Adviser currently manages, and may in the future manage, other investment accounts and funds, including those with investment objectives similar to the Trust. Securities considered as investments for the Trust may also be appropriate for other investment accounts and funds that may be managed by the Sub-Adviser. Subject to applicable laws and regulations, the Sub-Adviser will attempt to allocate equitably portfolio transactions among the portfolios of its other investment accounts and funds purchasing securities whenever decisions are made to purchase or sell securities by the Trust and one or more of such other accounts or funds over time. In making such allocations, the main factors to be considered by the Sub-Adviser will be the respective investment objectives of the Trust and such other accounts and funds, the relative size of portfolio holdings of the same or comparable securities, the availability of cash for investment by the Trust and such other accounts and funds, the size of investment commitments generally B-6held by the Trust and such accounts and funds, and the opinions of the persons responsible for recommending investments to the Trust and such other accounts and funds. 7. Books and Records(a) The Sub-Adviser undertakes and agrees to maintain or cause others to maintain, in the form and for the period required by Rule 31a-2 under the 1940 Act, all records relating to the Trusts investments that are required to be maintained by the Trust pursuant to the 1940 Act with respect to the Sub-Advisers responsibilities under this Agreement for the Trust, and which are not otherwise maintained by the administrator, fund accounting agent, custodian or other service providers to the Trust.(b) In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which it maintains for the Trust are the property of the Trust and further agrees to surrender promptly to the Trust any such records upon the Trusts request, except for any software or other intellectual property that is proprietary to, or owned or licensed by, the Sub-Adviser or any of its affiliates, which shall remain the property of the Sub-Adviser. Notwithstanding the foregoing, the Sub-Adviser shall retain those original records or copies of records in order to comply with the Advisers Act record keeping requirement, applicable law and its own internal policies.(c) Each of the Adviser and the Trust shall own, have custody of and maintain its general corporate accounts and records. At reasonable times and upon reasonable notice, the Trust shall provide the Sub-Adviser with access to all books, records, accounts, facilities, and personnel necessary or appropriate for the performance of the Sub-Advisers obligations under this Agreement. 8. CustodyNothing in this Agreement will require the Sub-Adviser to take or receive physical possession of cash, securities, or other investments of the Trust. The Trust shall select, engage and maintain at the Trusts expense one or more custodians meeting the requirements of Section 17(f) of the 1940 Act and the rules, regulations and interpretations thereunder (each a Custodian) to serve as Custodian(s) of the Trust assets. The Adviser shall provide the Sub-Adviser, in writing, the identity of each Custodian, any change in a Custodian and all other information regarding the Custodian(s) required for the Sub-Adviser to carry out its duties under this Agreement. The Adviser shall notify each Custodian of the appointment of the Sub-Adviser and of the authority of the Sub-Adviser to effect investments with respect to the Trust assets. All transactions authorized by this Agreement are made by payment to or delivery by the Custodian(s). The Sub-Adviser shall have no rights or responsibilities, including to direct payment or move cash or assets of the Trust, that would be defined as taking custody under the Advisers Act. In connection with the Trusts custody agreement(s), the Adviser and the Trust will ensure that no such rights are given to the Sub-Adviser. The Trust and the Adviser will ensure that the Sub-Adviser may use the Depositary Trust Companys Institutional Delivery System for trade confirmation and settlement. B-79. Expenses(a) During the term of this Agreement, the Sub-Adviser will bear all costs and expenses of its employees and any overhead incurred in connection with its duties hereunder, except as provided pursuant to paragraph (d) of this Section 9, and shall bear the costs of any salaries or trustees fees of any officers or trustees of the Trust who are affiliated persons (as defined in the 1940 Act) of the Sub-Adviser.(b) The Sub-Adviser shall not be responsible for any expenses of the Adviser or the Trust not specifically set forth in this Section 9 or otherwise in any written agreement between the Sub-Adviser and the Trust or the Adviser, as the case may be.(c) The Trust will bear all other costs, fees and expenses of its operations and transactions, including those relating to: (1) organization; (2) calculation of the Trusts net asset value (including the cost and expenses of any independent valuation firm, agent or other provider); (3) expenses payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for the Trust and in monitoring the Trusts investments; (4) interest payable on indebtedness and dividends and distributions on preferred shares, as applicable, if any, incurred to finance the Trusts investments; (5) offerings of the Trusts common shares and other securities (including, all fees, costs and expenses related thereto); (6) fees payable to third parties, including agents, legal counsel, consultants or other advisors, relating to, or associated with, evaluating and making investments; (7) administrator, transfer agent and custodian fees; (8) federal and state registration fees; (9) all costs of registration and listing the Trusts shares on any securities exchange; (10) federal, state and local taxes; (11) independent trustees fees and expenses; (12) costs of preparing and filing reports or other documents required by governmental bodies (including the SEC), including printing costs; (13) costs of any reports, proxy statements or other notices to shareholders, including printing costs; (14) insurance premiums for fidelity bond and other insurance coverage, including the Trusts allocable portion of the fidelity bond, trustees and officers errors and omissions liability insurance, including independent trustees liability insurance, and any other insurance premium; (15) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; (16) brokerage commissions, assignment fees and other costs in connection with the purchase, holding or sale of securities and other investment instruments (including, without limitation, security settlement costs; (17) expenses incidental to holding meetings of the Trusts shareholders, including proxy solicitations therefor; provided, however, that the Trust will not bear such expenses with respect to any meeting of the Trusts shareholders held for the purpose of seeking approval of a new investment sub-advisory agreement in connection with a change of control of the Sub-Adviser; (18) unusual, non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust is a party and legal obligations that the Trust may have to indemnify the Trusts directors, officers and/or employees or agents with respect to these actions, suits or proceedings; and (19) all other expenses incurred by the Trust in connection with administering the Trusts business.B-810. Compensation of the Sub-Adviser(a) The Trust agrees to pay to the Sub-Adviser, and the Sub-Adviser agrees to accept as full compensation for all services rendered by the Sub-Adviser under this Agreement, a monthly fee in arrears in an amount equal to the specified percentage of the advisory fee payable to the Adviser from the Trust (the Sub-Advisory Fee):Average Daily Managed AssetsSub-Adviser Percentage of Management Fees / (Fee Rate)Type of Fee SplitFirst $175 million55% / (0.44%)AbsoluteGreater than $175 million and up to $25050% / (0.40%)BlendedOver $250 million*50% / (0.40%)Absolute* If the Trusts Daily Managed Assets exceed $250 million for a period of more than 10 consecutive trading days, the Trusts management fee split will be reset to 50% to the Sub-Adviser and 50% to the Adviser on an Absolute Fee Split basis.(b) For any period less than a month during which this Agreement is in effect, the fee shall be prorated according to the proportion which such period bears to a full month of 28, 29, 30 or 31 days, as the case may be.(c) Blended Fee Split means the total sub-advisory fees paid to the Sub-Adviser will be a result of different sub-advisory fee rates assessed to different asset levels. By way of example, in a theoretical scenario in which the Trust has Managed Assets of $200 million, the resulting Sub-Advisory Fees for the Sub-Adviser will be equal to (0.44% x $175 million) + (0.40% x $25 million), with a Blended Fee Split of 0.431%.(d) Absolute Fee Split means the total sub-advisory fees paid to the Sub-Adviser will be a result of the applicable fee rate multiplied by all of the Trusts Managed Assets.(e) Managed Assets means the total assets of the Trust, including the assets attributable to the proceeds from financial leverage (including through the issuance of preferred shares or the issuance of senior securities representing indebtedness), minus liabilities, other than liabilities related to any financial leverage.(f) For purposes of this Agreement, the total assets of the Trust shall be calculated pursuant to the procedures adopted by resolutions of the Trusts Board of Trustees for calculating the value of the Trusts assets.(g) The Sub-Adviser may elect from time to time, in its sole discretion, to waive its right to receipt of all or a portion of the Sub-Advisory Fee.11. Representations and Warranties(a) The Trust represents and covenants to the Sub-Adviser as follows:(i) The Trust is duly organized and validly existing under the laws of the State of Delaware with the power to own and possess its assets.B-9(ii) The execution, delivery and performance by the Trust of this Agreement are within the Trusts powers and have been duly authorized by all necessary actions of the Board of Trustees, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (1) any provision of applicable law, rule or regulation, (2) the Trusts governing instruments, or (3) any agreement, judgment, injunction, order, decree or other instruments binding upon the Trust.(iii) The Trust is, or will be prior to commencing operations, registered as a closed-end management investment company under the 1940 Act and the Trusts shares are, or will be prior to commencing operations, registered under the Securities Act of 1933, as amended, and under any applicable state securities laws, or exempt from such registration.(iv) Prior to the Sub-Adviser commencing services under this Agreement, the Trust will have legal title to the assets in the Trust and no restrictions shall exist as to the ownership or transfer of such assets unless specifically set forth in this Agreement.(b) The Adviser represents and covenants to the Sub-Adviser as follows:(i) The Adviser is duly organized and validly existing under the laws of the State of Delaware.(ii) The execution, delivery and performance by the Adviser of this Agreement are within the Advisers powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance of this Agreement by the parties to this Agreement, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (1) any provision of applicable law, rule or regulation, (2) the Advisers governing instruments, or (3) any agreement, judgment, injunction, order, decree or other instruments binding upon the Adviser.(iii) This Agreement constitutes a valid and binding obligation of the Adviser, enforceable against the Adviser in accordance with its terms, except to the extent such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, or similar laws affecting the rights of creditors generally and by general equity principles.(iv) The Adviser is not prohibited by the 1940 Act or B-10the Advisers Act from serving as investment adviser to the Trust.(v) The Adviser hereby acknowledges receipt of Sub-Advisers Form ADV, Part 2 before, or at the time of, signing this Agreement.(c) The Sub-Adviser represents and covenants to the Adviser and the Trust as follows:(i) The Sub-Adviser is duly organized and validly existing under the laws of the State of Wisconsin.(ii) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Advisers powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance of this Agreement by the parties to this Agreement, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (1) any provision of applicable law, rule or regulation, (2) the Sub-Advisers governing instruments, or (3) any agreement, judgment, injunction, order, decree or other instruments binding upon the Sub-Adviser.(iii) This Agreement constitutes a valid and binding obligation of the Sub-Adviser, enforceable against the Sub-Adviser in accordance with its terms, except to the extent such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, or similar laws affecting the rights of creditors generally and by general equity principles.(iv) The Sub-Adviser is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement.12. Certain InformationThe Adviser shall promptly notify the Sub-Adviser, and the Sub-Adviser shall promptly notify the Trust and the Adviser in writing of the occurrence of any of the following events:(a) such party failing to be registered as an investment adviser under the Advisers Act;(b) such party having been served or otherwise have notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Trust;(c) the occurrence of any change in control of such party or any parent of such party within the meaning of the 1940 Act; or B-11(d) the occurrence of any material adverse change in the business or financial position of such party. 13. Limitation on LiabilityThe Sub-Adviser will not be liable for any error of judgment or mistake of law or for any loss suffered by Sub-Adviser, the Adviser or by the Trust in connection with the performance of this Agreement, except a loss resulting from a breach of a fiduciary duty with respect to the receipt of compensation for services or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder). Nothing herein shall constitute a waiver or restriction of any partys rights under applicable federal or state securities laws.14. IndemnificationThe Trust shall indemnify, defend and protect the Sub-Adviser, its members and their respective officers, managers, partners, parent, corporate group affiliates, agents, employees, controlling persons, members, and any other person affiliated with any of them (collectively, the Indemnified Parties) (each of whom shall be deemed a third party beneficiary hereof) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Trust or its security holders) arising out of or otherwise based upon the performance of any of the Sub-Advisers duties or obligations under this Agreement or otherwise as an investment adviser of the Trust. Notwithstanding the foregoing provisions of this Section 14 to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Trust or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of any Indemnified Partys duties or by reason of the reckless disregard of the Sub-Advisers duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder).15. Duration and Termination(a) This Agreement shall become effective as of the Effective Date and, unless sooner terminated with respect to the Trust as provided herein, shall continue in effect for a period of two years. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Trust for successive periods of 12 months, provided such continuance is specifically approved at least annually by both:(i) the vote of a majority of the Trusts Board of Trustees or the vote of a majority of the outstanding voting securities of the Trust at the time outstanding and entitled to vote, and B-12(ii) the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. (b) Notwithstanding the foregoing, this Agreement may be terminated by (i) the Adviser or the Trust at any time, without the payment of any penalty, upon giving the Sub-Adviser 60 days notice (which notice may be waived by the Sub-Adviser), provided that such termination by the Trust shall be directed or approved by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Trust at the time outstanding and entitled to vote, or (ii) the Sub-Adviser on 60 days written notice to the Trust and the Adviser (which notice may be waived by the Trust or the Adviser on behalf of both the Trust and the Adviser). (c) This Agreement will immediately terminate in the event of its assignment and will immediately terminate upon any termination of the Investment Advisory Agreement between the Trust and the Adviser.(d) As used in this Agreement, the terms majority of the outstanding voting securities, interested person and assignment shall have the same meanings of such terms in the 1940 Act.(e) The terms of Sections 5, 7, 10, 13, 14, 18, 19 and 20 of this Agreement shall survive the termination of this Agreement.16. NoticesAny notice under this Agreement shall be in writing to the other parties and shall be considered as properly given or made if (a) sent by overnight delivery by a nationally recognized air courier service, (b) sent by electronic mail with no receipt of error in the delivery, or (c) mailed by registered or certified mail, return receipt requested, and if addressed to the respective address listed below:If to Adviser, to: XA Investments, LLC 321 North Clark Street #2430 Chicago, IL 60654 Attention: General CounselIf to the Trust, to:Madison Covered Call & Equity Strategy Fund 321 North Clark Street #2430 Chicago, IL 60654 Attention: Chief Executive OfficerIf to Sub-Adviser, to:Madison Investment Holdings, Inc. 550 Science Drive Madison, WI 53711 Attention: Steven A. Carlor at such address as the other party may designate from time to time for the receipt of such notice and shall be deemed effective on receipt.17. Amendment of this AgreementNo provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. Any amendment of this Agreement shall be subject to the 1940 Act.B-1318. Governing LawThis Agreement shall be governed by and construed in accordance with the laws of the State of Delaware for contracts to be performed entirely therein without reference to choice of law principles thereof and in accordance with the applicable provisions of the 1940 Act. WAIVER OF JURY TRIAL AND PUNITIVE DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND ANY RIGHT TO SEEK PUNITIVE OR CONSEQUENTIAL DAMAGES.19. Use of the NameThe Sub-Adviser has consented to the use by the Trust of the name or identifying word Madison in the name of the Trust. Such consent is conditioned upon the employment of the Sub-Adviser as the investment sub-adviser to the Trust. The name or identifying word Madison may be used from time to time solely in connection with the Sub-Advisers services under this Agreement. The Sub-Adviser may require the Trust to cease using Madison in the name of the Trust, if the Trust ceases to employ, for any reason, the Sub-Adviser, any successor thereto or any affiliate thereof as investment sub-adviser of the Trust. If so required by the Sub-Adviser, the Trust will cease using Madison in its name as promptly as practicable and make all reasonable efforts to remove Madison from its name.20. Miscellaneous(a) The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.(b) If any provision of this Agreement is invalid, illegal, or unenforceable under applicable law of mandatory application, the validity, legality, and enforceability of that provision or condition in other instances and of the remaining provisions and conditions are not in any way affected thereby. (c) Nothing contained in this Agreement will be deemed to require the Trust to take any action contrary to the Trusts Amended and Restated Agreement and Declaration of Trust or By-laws, as they may be amended and/or restated from time to time, with notice to the Sub-Adviser, or any applicable statute or regulation, or to relieve or deprive the Board of Trustees of its responsibility for and control of the conduct of the affairs of the Trust. (d) This Agreement shall be binding on, and shall inure to the benefit of the parties hereto and their respective successors.(e) This Agreement may be executed in counterparts by the parties hereto, each of which when executed is deemed to be an original and all of which together are deemed to be one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.B-14(f) This Agreement constitutes the entire understanding and agreement, and supersedes any and all other proposals, understandings, and agreements among the parties with respect to the subject matter hereof.IN WITNESS WHEREOF, the parties hereto have caused the foregoing instrument to be executed by their duly authorized officers, all as of the day and the year first above written.MADISON COVERED CALL & EQUITY STRATEGY FUNDBy: Name: Title: XA INVESTMENTS LLCBy: Name: Title: MADISON ASSET MANAGEMENT, LLCBy: Name: Title: B-15EXHIBIT COTHER FUNDS WITH SIMILAR INVESTMENT OBJECTIVESMadison. The table below provides information regarding other registered investment companies managed by Madison which have a similar investment objective as the Fund.Name of Other FundOther Funds Investment ObjectiveAdvisers Management FeeNet Assets as of December 31, 2023Has Adviser Agreed to Waive or Reduce its Management Fee under any Applicable Contract?Madison Covered Call & Equity Income FundSeeks to provide consistent total return and, secondarily, to provide a high level of income and gains from option premiums.0.85%$261,020,326NoMadison Covered Call ETFSeeks to provide consistent total return and secondarily, to produce a high level of income and gains.0.90%1$82,690,175No1 Pursuant to an investment advisory agreement between Madison and the Madison ETFs Trust, on behalf of each series thereof (each, a Series), each Series has agreed to pay an annual unitary management fee to Madison. This unitary management fee is designed to pay each Series expenses and to compensate Madison for the services it provides to each Series. Out of the unitary management fee, Madison pays substantially all expenses of each Series, including the cost of investment management services, transfer agency, custody, fund administration, legal, audit and other service and license fees. The unitary fee does not cover, and therefore, each Series pays directly, interest, taxes, brokerage commissions, acquired fund fees and expenses and other expenses connected with the execution of portfolio transactions, distribution, and service fees payable pursuant to a Rule 12b-1 plan, if any, and extraordinary expenses.XAI. XAI does not manage other registered investment companies which have a similar investment objective as the Fund.C-1THIS PAGE INTENTIONALLY LEFT BLANKEVERY VOTE IS IMPORTANTMADISON COVERED CALL & EQUITY STRATEGY FUNDPO Box 43131Providence, RI 02940-3131VOTING OPTION:VOTE ON THE INTERNETLog on to:www.proxy-direct.comor scan the QR codeFollow the on-screen instructionsavailable 24 hoursVOTE BY PHONECall 1-800-337-3503Follow the recorded instructionsavailable 24 hoursVOTE BY MAILVote, sign and date this Proxy Card and return in the postage-paid envelopePlease detach at perforation before mailing.PROXYMADISON COVERED CALL & EQUITY STRATEGY FUNDSPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 15, 2024THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES. Greg D. Hoppe and Kyle Schalow (the Proxyholders), or any of them, each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Special Meeting of shareholders of the Madison Covered Call & Equity Strategy Fund (the "Fund"), to be held on Tuesday, October 15, 2024 at 9:00 a.m., local time at the offices of Madison Asset Management, LLC, 550 Science Drive, Madison, Wisconsin 53711, and any adjournments or postponements thereof.Shares represented by this proxy card when properly executed will be voted in the manner directed herein by the shareholder, and in the discretion of such proxies, upon any and all other matters as may properly come before the Special Meeting or any adjournment or postponement thereof. If no direction is made, on a properly executed card, this proxy will be voted "FOR" the proposals. If any of the Trustee nominees for any reason are unable or unwilling to serve, the Proxyholders will vote for the election of such other person as they may consider qualified. The shareholder hereby acknowledges receipt of this Notice of Special Meeting and Proxy Statement for the Special Meeting to be held on October 15, 2024.VOTE VIA THE INTERNET: www.proxy-direct.comVOTE VIA THE TELEPHONE: 1-800-337-3503MCC__34064_062724PLEASE MARK, SIGN, AND DATE ON THE REVERSE SIDE AND RETURN THE PROXY CARD USING THE ENCLOSED ENVELOPE.xxxxxxxxxxxxxx codeEVERY SHAREHOLDERS VOTE IS IMPORTANTImportant Notice Regarding the Availability of Proxy Materials for theSpecial Meeting to Be Held on October 15, 2024.The Proxy Statement for this meeting is available at:https://www.madisonfunds.com/MCNproxyPlease detach at perforation before mailing. TO VOTE, MARK BOXES BELOW IN BLUE OR BLACK AS SHOWN IN THIS EXAMPLE: xA.Proposals. THE BOARD RECOMMENDS YOU VOTE FOR THE FOLLOWING PROPOSALS: FOR AGAINST ABSTAIN 1. To approve a new investment advisory agreement between the Fund and XA Investments, LLC. FOR AGAINST ABSTAIN2. To approve a new investment subadvisory agreement among the Fund, Madison Asset Management, LLC and XA Investments, LLC. 3. To approve the election of five trustees to the Board of Trustees. FOR WITHHOLD01. Danielle Cupps* 02. Gregory Dingens** 03. Philip Franklin** 04. Scott Craven Jones*** 05. William Meyers*** *Class I Trustee to serve until the Funds 2027 Annual Meeting of Shareholders or until her successor shall have been elected and qualified.**Class II Trustee to serve until the Funds 2025 Annual Meeting of Shareholders or until his successor shall have been elected and qualified.***Class III Trustee to serve until the Funds 2026 Annual Meeting of Shareholders or until his successor shall have been elected and qualified.B. Authorized Signatures This section must be completed for your vote to be counted. Sign and Date Below.Note: Please sign exactly as your name(s) appear(s) on this proxy card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature.Date (mm/dd/yyyy) Please print date belowSignature 1 Please keep signature within the boxSignature 2 Please keep signature within the boxScanner bar code xxxxxxxxxxxxxx MCC 34064 xxxxxxxx Number of Portfolios Overseen inMadison Fund Complex (1) Other Directorshipsheld by Trustee Independent Trustees Richard E. Struthers1952Class I Trustee, since 2017; current term ends 2026Clearwater Capital Management (investment advisory firm), Naples, FL, Chair and Chief Executive Officer, 1998 Present.34Madison Funds (15 open end funds) and Ultra Series Fund (14 open end funds), 2004 Present; Madison ETFs (4 open end funds), June 2023 Present.27Name and Year of BirthPosition(s) Held with Fund and Length of Time ServedPrincipal Occupation(s)During the Past Five YearsNumber of Portfolios Overseen inMadison Fund Complex (1)Other Directorshipsheld by TrusteeScott C. Jones1962Class II Trustee, since 2021; current term ends 2027See Mr. Jones biographical information in table above under the heading New Board of Trustees Nominees.16See Mr. Jones biographical information in table above under the heading New Board of Trustees Nominees.Steven P. Riege1954Class III Trustee, since 2015; current term ends 2025Ovation Leadership (management consulting), Milwaukee, WI, Owner/President, 2001 Present.Madison Funds (15 open end funds) and Ultra Series Fund (14 open end funds), 2005 Present; Madison ETFs (4 open end funds), June 2023 PresentInterested TrusteesJill M. Friedow(2)1964Class II Trustee, since 2023; current term ends 2027Vice President, 2023 PresentMadison Investment Holdings, Inc. (MIH), Madison Investment Advisors, LLC (MIA) and Madison Asset Management, LLC (Madison), Chief Technology Officer & Director of Operations, 2019-Present; Vice President & Director of Operations, 2010 - 2019; Vice President & Operations Manager, 2003-2010; Operations Manager, 1999-2003.30Madison Funds (15 open end funds) and Ultra Series Fund (14 open end funds), 2023 Present.(1) The term Madison Fund Complex refers to (i) the Madison Funds with 15 portfolios, (ii) the Ultra Series Fund with 14 portfolios, (iii) the Madison ETFs Trust with 4 active portfolios, and (iv) the Fund.(2) Ms. Friedow is an interested person of the Fund because of her position with Madison.For the Funds last fiscal year, the Current Board met five times. Each member of the Current Board attended 100% of the board meetings and the meetings of the board committees on which the trustee served during such period. Shareholders wishing to communicate with the Current Board or individual trustees should send such correspondence to the offices of Madison, 28550 Science Drive, Madison, Wisconsin 53711, c/o MCN, Secretary. Shareholder communications will be sent directly to the applicable board member(s). The Fund currently does not have a policy with respect to board members attendance at shareholder meetings.Current Executive Officers of the FundThe following table sets forth information concerning the current executive officers of the Fund, each of whom is expected to resign following the Closing of the Transaction, as the New Board is expected to appoint executive officers from the XAI organization and/or service providers to XAI. Jill Friedow is a Vice President of the Fund, and her biographical information is provided under the heading Information about the Current Board of Trustees, above. The mailing address for each current executive officer is 550 Science Drive, Madison, Wisconsin 53711.Name and Year of BirthPosition(s) Held with FundTerm of Office and Length of Time ServedPrincipal Occupation(s) During Past Five YearsPatrick F. Ryan1979PresidentSince March 2020Madison and MIA, Head of Multi-Asset Solutions and Portfolio Manager, 2018 Present; Madison Funds and Ultra Series Fund, President, March 2020 - Present; Madison ETFs, President, June 2023 PresentSteve J. Fredricks1970Chief Compliance Officer and Assistant SecretarySince 2018Madison and MIA, Chief Legal Officer, March 2020 Present and Chief Compliance Officer, 2018 Present; Madison Funds and Ultra Series Fund, Chief Compliance Officer and Assistant Secretary, 2018 - Present; Madison ETFs, Compliance Officer and Assistant Secretary, June 2023 Present; Jackson National Asset Management, LLC, Senior Vice President and Chief Compliance Officer, 2005 2018Greg D. Hoppe1969Vice President;Chief Financial OfficerSince March 2020; Since 2019MIH and MIA, Vice President, 1999 - Present; Madison, Vice President, 2009 Present; Madison Funds and Ultra Series Fund, Chief Financial Officer, 2019 - Present; Madison ETFs, Chief Financial Officer and Treasurer, June 2023 Present29Name and Year of BirthPosition(s) Held with FundTerm of Office and Length of Time ServedPrincipal Occupation(s) During Past Five YearsKyle Schalow1995Assistant TreasurerSince July 2024Madison and MIA, Senior Accountant, 2022 - Present; Madison Funds, Ultra Series Fund and Madison ETFs Trust, Assistant Treasurer, July 2024 PresentBaker Tilly US LLP, Senior Accountant, 2018 2022Terri Wilhelm1968Secretary;Assistant SecretarySince July 2024; from 2022 - June 2024Madison and MIA, Senior Compliance Analyst, September 2022 Present; Madison Funds and Ultra Series Fund, Secretary, July 2024 - Present and Assistant Secretary 2022 June 2024; Madison ETFs, Secretary July 2024 - Present and Assistant Secretary, June 2023 July 2024;State of Wisconsin Investment Board, Senior Paralegal, 2017 2022Brandon Redwing1979Assistant Secretary andAnti-Money Laundering OfficerSince July 2024Madison and MIA, Mutual Fund Operations Manager, April 2024 - Present; Madison Funds, Ultra Series Fund and Madison ETFs Trust, Assistant Secretary and Anti-Money Laundering Officer, July 2024 Present. SS&C Technologies, Client Relationship Manager 2020 March 2024Current Board Committees, Leadership Structure and Risk Oversight Committees. The Current Board has determined that the efficient conduct of the trustees affairs makes it desirable to delegate responsibility for certain specific matters to committees of the Current Board. The committees meet as often as necessary, either in conjunction with regular meetings of the trustees or otherwise. The Current Board currently has two standing committees: the Audit Committee and the Nominating and Governance Committee.Audit Committee. The Current Board has an Audit Committee which is comprised of Richard E. Struthers (Chair), Steven P. Riege and Scott C. Jones. In addition to being independent trustees, as defined under the 1940 Act, each of these trustees also meets the additional independence requirements set forth in the NYSE Listed Company rules. The Audit Committee is charged with selecting an independent registered public accounting firm for the Fund and reviewing accounting matters with the Funds independent registered public accounting firm. The Audit Committee 30of the Current Board met four times during the last fiscal year. The Audit Committee presents the following report:The Audit Committee: (i) reviewed and discussed with management of the Fund the audited financial statements of the Fund for the fiscal year ended December 31, 2023; (ii) discussed with the Funds independent registered public accounting firm the matters required to be discussed under Public Company Accounting Oversight Board ("PCAOB") Auditing Standard No. 16, Communications with Audit Committee and all other communications required by other PCAOB Standards or Rules; and (iii) received the written disclosures and the letter from the Funds independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent accountants communications with the Audit Committee concerning the independence of the Funds independent registered public accounting firm. Based on these reviews and discussions, the Audit Committee recommended to the Current Board that the financial statements be included in the Funds Annual Report for the fiscal year ended December 31, 2023 and filed with the SEC.The Audit Committee is governed by a written charter, the most recent version of which was approved by the Current Board on May 23, 2024 (the Audit Committee Charter). In accordance with proxy rules promulgated by the SEC, the Funds Audit Committee Charter is required to be filed at least once every three years as an exhibit to the Funds proxy statement, and was last filed in 2022 as Attachment A to the Funds proxy statement. It is also available on the Funds website at www.madisonfunds.com. You may request a hard copy of the Audit Committee Charter to be mailed to you by calling the Fund toll-free at 1-800-767-0300.Nominating & Governance Committee. The Current Board has a Nominating & Governance Committee which is comprised of Steven P. Riege (Chair), Richard E. Struthers and Scott C. Jones. In addition to being independent trustees, as defined under the 1940 Act, each of these trustees also meets the additional independence requirements set forth in the NYSE Listed Company rules. The Nominating & Governance Committee of the Current Board met four times during the last fiscal year.The Nominating & Governance Committee is governed by a written charter, the most recent version of which was approved by the Current Board on February 22, 2024 (the Nominating & Governance Committee Charter). In accordance with proxy rules promulgated by the SEC, the Funds Nominating & Governance Committee Charter is required to be filed at least once every three years as an exhibit to the Funds proxy statement, and was last filed in 2022 as Attachment B to the Funds proxy statement. It is also available on the Funds website at www.madisonfunds.com. You may request a hard copy of the Nominating & Governance Committee Charter to be mailed to you by calling the Fund toll-free at 1-800-767-0300.As part of its duties, the Nominating & Governance Committee makes recommendations to the full Current Board with respect to candidates for the board. The Nominating & Governance Committee also will consider 31trustee candidates recommended by shareholders. In considering candidates submitted by shareholders, the Nominating & Governance Committee will take into consideration the needs of the board and the qualifications of the candidate. To have a candidate considered by the Nominating & Governance Committee, a shareholder must submit the recommendation in writing and must include the information required by the Procedures for Shareholders to Submit Nominee Candidates, which are set forth in Appendix A to the Nominating & Governance Committee Charter. The shareholder recommendation must be sent to the Funds Secretary, c/o Madison Asset Management, LLC, 550 Science Drive, Madison, Wisconsin 53711.Leadership Structure. The Current Board is relatively small and operates in a collegial atmosphere. Although no member is formally charged with acting as Chair, Mr. Ryan, the President of the Fund, acts as the Chairperson of board meetings. All Current Board members are expected to provide their input into establishing the boards meeting agenda. Likewise, each Current Board meeting contains a standing agenda item for any board member to raise new or additional items he or she believes is important in connection with Fund governance. The Current Board has charged Mr. Riege with acting as the lead independent trustee for purposes of communicating with Madison, the Funds Chief Compliance Officer, counsel to the independent trustees and Fund counsel on matters relating to the Current Board as a whole. The independent trustees often meet in executive session without representatives of Madison present (including meetings with counsel, the Chief Compliance Officer, and the Funds independent public accounting firm).Current Boards Role in Risk Oversight. Madison is responsible for the overall risk management of the Fund, which includes supervising its affiliated and third-party service providers and identifying and mitigating possible events that could adversely impact the Funds business, operations or performance. Risks to the Fund include investment, legal, compliance and regulatory risks, as well as the risk of operational failure or lack of business continuity. The Current Board oversees risk management of the Funds investment programs through the Audit Committee and through oversight by the Current Board itself. The Chief Compliance Officer of the Fund, who reports directly to the independent trustees, provides the Current Board with quarterly updates and a comprehensive annual report regarding the processes and controls in place to address regulatory, compliance, legal and operational risk. The Current Board exercises its oversight in conjunction with Madison, the Funds Chief Compliance Officer, Fund counsel and counsel to the independent trustees by requesting reports and presentations at regular intervals throughout the year. Additionally, the Audit Committee receives periodic reports from the Funds independent accountants. The Current Boards committee structure requires an independent trustee to serve as chair of the Nominating & Governance Committee and the Audit Committee. The Current Board receives regular written reports describing and analyzing the investment performance of the Fund. In addition, the portfolio managers of the Fund meet with the Current Board periodically to discuss portfolio performance and answer the Boards questions with respect to portfolio strategies and risks. The Current Board also receives regular written reports from the Funds Chief Financial Officer that enable the Board to monitor the number of fair valued securities in the Funds portfolio, the reasons for the fair valuation and the methodology used to arrive at the fair value. Such reports 32also include information concerning illiquid securities within the Funds portfolio. The Current Board and/or the Audit Committee may also review valuation procedures and pricing results with the Funds independent auditors in connection with the review of the results of the audit of the Funds year-end financial statements. The Current Board also receives regular compliance reports prepared by the compliance staff of Madison, and meets regularly with the Funds Chief Compliance Officer to discuss compliance issues, including compliance risks. As required under applicable rules, the independent trustees meet regularly in executive session with the Funds Chief Compliance Officer. The Current Board also adopts compliance policies and procedures for the Fund and approves such procedures as appropriate for certain of the Funds service providers. The compliance policies and procedures are specifically designed to detect and prevent violations of the federal securities laws.The Current Board recognizes that it is not possible to identify all of the risks that may affect the Fund or to develop processes and controls to eliminate or mitigate their occurrence or effects. The Current Board periodically reviews the effectiveness of its oversight of the Fund and the processes and controls in place to limit identified risks. The Current Board may, at any time and in its discretion, change the manner in which it conducts its risk oversight role.Given the small size of the Current Board, its committee structure, the openness of Current Board meetings to active input by all Current Board members, its utilization of executive sessions, the role of the lead independent trustee and the Current Boards quarterly focus on compliance and risk management, the Current Board has determined that its current leadership structure is appropriate for the protection of Fund investors.New Board Proposed Committees, Leadership Structure and Risk Oversight Committees. It is expected that the New Board will establish two standing committees, an Audit Committee and a Governance Committee. The committees are expected to meet as often as necessary, either in conjunction with regular meetings of the trustees or otherwise.Audit Committee. The Audit Committee will be generally responsible for reviewing and evaluating issues related to the accounting and financial reporting policies and internal controls of the Fund and, as appropriate, the internal controls of certain service providers, overseeing the quality and objectivity of the Funds financial statements and the audit thereof and acting as a liaison between the New Board and the Funds independent registered public accounting firm. It is expected that the Audit Committee will be composed entirely of independent trustees. The Audit Committee will be governed by a written Audit Committee Charter, which will be approved by the New Board at its first meeting. Once approved, a copy of the Audit Committee Charter will be available on the Funds website at www.xainvestments.com.Governance Committee. The Governance Committee will be responsible for recommending qualified candidates to the New Board in the event that a position is vacated or created. In considering trustee nominee candidates, the Governance Committee will take into account a wide variety of factors, including the overall diversity of the New Boards composition. It is expected that the Governance Committee will be composed entirely of 33independent trustees. It is anticipated that the Governance Committee will consider recommendations by shareholders if a vacancy were to exist. In considering candidates recommended to the Governance Committee by shareholders, the Governance Committee will take into consideration the needs of the New Board and the qualifications of the candidate. The Governance Committee may also take into consideration the number of shares held by the recommending shareholder and the length of time that such shares have been held. In order to be considered, following the Closing Date, such recommendations should be forwarded to the Secretary of the Fund, c/o XA Investments LLC, 321 North Clark Street, Suite 2430, Chicago, Illinois 60654. The Governance Committee will be governed by a written Governance Committee Charter, which will be approved by the New Board at its first meeting. Once approved, a copy of the Governance Committee Charter will be available on the Funds website at www.xainvestments.com.Leadership Structure. The primary responsibility of the New Board will be to represent the interests of the Fund and its shareholders, and to provide oversight of the management of the Fund. The New Board will be comprised of five trustees, four of whom (including the chairperson) are independent trustees and one of whom is an interested trustee. Generally, the New Board will act by majority vote of all the trustees, including a majority vote of the independent trustees if required by applicable law.It is proposed that Mr. Dingens will be appointed as the independent chairperson, who will preside at meetings of the New Board and who will be responsible for, among other things, setting the tone of New Board meetings and seeking to encourage open dialogue and independent inquiry among the New Trustees and management. The New Board will meet regularly four times each year to discuss and consider matters concerning the Fund, and also hold special meetings to address matters arising between regular meetings. Regular meetings generally will take place in-person; other meetings may take place in-person or by telephone. The New Board will establish two standing committees (as described above) and will delegate certain responsibilities to those committees, each of which will be comprised solely of independent trustees. The New Board and its committees will meet periodically throughout the year to oversee the Funds activities, review contractual arrangements with service providers, review the Funds financial statements, oversee compliance with regulatory requirements, and review performance. The independent trustees will be represented by independent legal counsel at board and committee meetings and will regularly meet outside the presence of Fund management. The New Board believes that this leadership structure, including an independent chairperson, a supermajority of independent trustees and committee membership limited to independent trustees, is appropriate in light of the characteristics and circumstances of the Fund.New Boards Role in Risk Oversight. The New Board will oversee risk directly and through the committee structure it intends to establish. As described above, the New Board expects to establish an Audit Committee and a Governance Committee to assist in its oversight functions, including its oversight of the risks of the Fund. Each committee will report its activities to the New Board on a regular basis. The New Board intends to adopt and periodically review policies, procedures and controls designed to address different types of risks, including, among others, investment risk, liquidity risk, operational risk, and valuation risk, as well as the overall business risk 34relating to the Fund. The New Board will also oversee the implementation of a variety of processes, procedures and controls by the Fund, XAI, Madison and other service providers to the Fund to address various risks. In addition, as part of the New Boards anticipated periodic review of the Funds service provider agreements, including agreements with XAI and Madison, the New Board may consider risk management aspects of the service providers operations and the functions for which they are responsible.The New Board will appoint a Chief Compliance Officer for the Fund, who will oversee the development of compliance policies and procedures of the Fund that are reasonably designed to minimize the risk of violations of the federal securities laws. The Chief Compliance Officer will report directly to the New Boards independent trustees, and will provide presentations to the New Board at its quarterly meetings and an annual report on the application of the compliance policies. The New Board will discuss relevant risks affecting the Fund with the Chief Compliance Officer at these meetings. The New Board will approve compliance policies and will review the Chief Compliance Officers reports. Further, the New Board will annually review the effectiveness of the compliance policies, as well as the appointment and compensation of the Chief Compliance Officer.The New Board will require officers of the Fund to report to the New Board on a variety of matters at regular and special meetings of the New Board and its committees, as applicable, including matters relating to risk management. The Audit Committee will also receive reports from the Funds independent registered public accounting firm on internal control and financial reporting matters. In addition, the New Board will receive reports from XAI and Madison on the investments and securities trading of the Fund. The New Board will also require XAI and Madison to report to the New Board on other matters relating to risk management on a regular and as-needed basis.Board CompensationThe following table sets forth the compensation paid to each member of the Current Board by the Fund for the Funds fiscal year ended December 31, 2023. In addition, all independent trustees are reimbursed for reasonable travel and out-of-pocket expenses incurred to attend meetings of the Current Board or its committees. The Funds interested trustees and officers receive no compensation from the Fund for performing the duties of their office. 35Trustee NameAggregate Compensationfrom FundTotal Compensation from Fund and Madison Fund Complex(1)Scott C. Jones$12,000$74,000Steven P. Riege(2)$13,000$123,000Richard E. Struthers$12,000$115,000(1) The term Madison Fund Complex refers to (i) the Madison Funds with 15 portfolios, (ii) the Ultra Series Fund with 14 portfolios, (iii) the Madison ETFs Trust with 4 active portfolios, and (iv) the Fund. (2) As lead independent trustee, Mr. Riege receives an additional $8,000 from the Madison Fund Complex, $1,000 of which is allocated to the Fund.Board Transactions with Fund AffiliatesAs of the date hereof, none of the independent trustees on the Current Board, the nominees for independent trustee on the New Board, nor their immediate family members owned beneficially or of record any securities of Madison, XAI, or any of their affiliates. In addition, during the past five years, neither the independent trustees on the Current Board, the nominees for independent trustee on the New Board, nor members of their immediate families, had a direct or indirect interest, the value of which exceeds $120,000, in Madison, XAI, or any of their affiliates. Likewise, since the beginning of the last two completed fiscal years of the Fund, neither the independent trustees on the Current Board, the nominees for independent trustee on the New Board, nor members of their immediate families had a direct or indirect interest in any transaction or series of transactions, the value of which exceeds $120,000 and to which any of the following persons was (or is to be) a party: (i) the Fund, (ii) any officer of the Fund, or (iii) Madison, XAI, or any of their affiliates. Consequences of Shareholders not approving the New BoardIf the New Board is not approved by shareholders, the Fund will abandon all three Proposals, and Madison will continue to serve as the investment adviser of the Fund and the Current Board will continue to oversee the Fund. Recommendation of the Board of TrusteesFor the reasons set forth above, the Current Board recommends that shareholders of the Fund vote FOR each New Trustee.36ADDITIONAL INFORMATIONInformation about the FundThe Fund is a closed-end management investment company organized as a Delaware statutory trust. Madison Asset Management, LLC is the investment adviser to the Fund. Madisons principal office is located at 550 Science Drive, Madison, Wisconsin 53711. In addition to investment management services, under the Existing Advisory Agreement, Madison is also responsible for managing the Funds administrative affairs under an Existing Services Agreement, and in this capacity, oversees State Street Bank and Fund Company (State Street), which currently serves as sub-administrator to the Fund. State Streets address is 801 Pennsylvania Avenue, Kansas City, Missouri 64105. The Funds current custodian is State Street, and its current transfer agent is Computershare, 150 Royall Street, Suite 101, Canton, MA 02021. The Fund does not place any brokerage transactions with any affiliates of Madison. XA Investments LLC is proposed to be the new investment adviser to the Fund as a result of the Transaction, with Madison serving as the subadviser to the Fund. XAIs principal office is located at 321 North Clark Street, Suite 2430, Chicago, Illinois 60654. Information about MadisonMadison Asset Management, LLC was founded in 1974, and is a direct, wholly-owned (100% owned) subsidiary of Madison Investment Holdings (MIH), the ultimate corporate parent of Madison. Both Madisons and MIH's principal office is located at 550 Science Drive, Madison, Wisconsin 53711. As of May 31, 2024, Madison and its affiliates managed approximately $25.7 billion in assets, including open-end mutual funds, separately managed accounts and wrap accounts. Exhibit B contains information with respect to other funds managed by Madison which have a similar investment objective as the Fund. The mailing address of principal officers and directors of MIH is 550 Science Drive, Madison, Wisconsin 53711. Information regarding the principal executive officers and directors of Madison is as follows: NameTitle/Principal OccupationSteven CarlChairman of the Board and Board Member of MIH; (Principal Executive Officer; Chief Distribution Officer)Paul LefurgeyBoard Member of MIH(Retired)Frank BurgessBoard Member of MIH(Retired)Richard EisingerBoard Member of MIH(Head of Equities, Portfolio Manager)Information about XAIXA Investments LLC was founded in 2016 by XMS Capital Partners. XAIs principal office is located at 321 North Clark Street, Suite 2430, Chicago, Illinois 60654. As of May 31, 2024, XAI and its affiliates managed $681 million in assets, including two closed-end funds. XAI also provides investment fund restructuring and consulting services focused on closed-end 37funds. Exhibit B contains information with respect to other funds managed by XAI which have a similar investment objective as the Fund. Information regarding the principal executive officers and directors of XAI is as follows:NameTitleJohn Yogi SpenceCo-Chief Executive OfficerTheodore F. BrombachCo-Chief Executive OfficerKimberly Ann FlynnPresidentBenjamin D. McCullochGeneral Counsel & Managing DirectorKevin B. DavisManaging Director & Head of SalesInformation about Independent Registered Public Accounting FirmFor the fiscal years ended December 31, 2022 and December 31, 2023, and the current fiscal year ending December 31, 2024, Deloitte & Touche LLP (D&T) has been selected as the Funds independent registered public accounting firm by the Audit Committee of the Fund to audit the accounts of the Fund. The Fund does not know of any direct or indirect financial interest of D&T in the Fund. Representatives of D&T will not be in attendance at the Meeting.Audit Fees. The aggregate fees billed to the Fund by D&T for professional services rendered for the audit of the Funds annual financial statements for the Funds fiscal years ended December 31, 2022 and December 31, 2023 were approximately $23,950 and $24,450, respectively.Audit-Related Fees. The aggregate fees billed by D&T and approved by the Audit Committee of the Fund for the Funds fiscal years ended December 31, 2022 and December 31, 2023 for assurance and related services reasonably related to the performance of the audit of the Funds annual financial statements were $0 and $0, respectively. D&T did not perform any other assurance and related services that were required to be approved by the Funds Audit Committee for such periods.Tax Fees. The aggregate fees billed by D&T and approved by the Audit Committee of the Fund for the Funds fiscal years ended December 31, 2022 and December 31, 2023 for professional services rendered for tax compliance, tax advice, and tax planning were approximately $4,652 and $4,799, respectively (such fees relate to tax services provided by D&T in connection with the review of the Funds tax returns). D&T did not perform any other tax compliance or tax planning services or render any tax advice that was required to be approved by the Funds Audit Committee for such periods.All Other Fees. Other than those services described above, D&T did not perform any other services on behalf of the Fund for the Funds fiscal years ended December 31, 2022 and December 31, 2023.Audit Committees Pre-Approval Policies and Procedures. As noted above, the Audit Committee is governed by the Audit Committee Charter, which includes Pre-Approval Policies and Procedures. The Audit Committee of the Fund has (i) pre-approved all audit and non-audit services provided by D&T to the Fund, and (ii) all non-audit services provided by D&T to Madison, or any entity controlling, controlled by, or under common control with Madison that provides ongoing services to the Fund which are related to the operations of the Fund (of which there were none), for the fiscal years ended December 3831, 2022 and December 31, 2023. None of the services described above for the Funds fiscal years ended December 31, 2022 and December 31, 2023 were approved by the Audit Committee pursuant to the pre-approval exception under Rule 2-01(c)(7)(i)(c) of Regulation S-X promulgated by the SEC.Voting InformationGeneral; Record Date. The record holders of the outstanding shares of the Fund as of the close of business on July 22, 2024 (the Record Date) are entitled to vote at the Meeting and any adjournment or postponement thereof. Each shareholder is entitled to one vote per share and a fractional vote with respect to fractional shares. Whether you expect to be personally present at the Meeting or not, we encourage you to vote by proxy. You can do this by phone or the Internet or by completing, dating, signing, and returning the accompanying proxy card using the enclosed postage prepaid envelope. By voting by proxy, your shares will be voted as you instruct. If no choice is indicated, your shares will be voted FOR each Proposal, and in the discretion of the persons named as proxies on such other matters that properly may come before the Meeting.Any shareholder giving a proxy may revoke it at any time before it is exercised at the Meeting by submitting to the Secretary of the Fund a written notice of revocation or a subsequently signed proxy card (i.e., a later-dated proxy), or by attending the Meeting and voting in person. A prior proxy can also be revoked by proxy voting again through the website or toll-free number noted on the enclosed proxy card. Proxy cards and written notices of revocation must be received by the Fund prior to the Meeting. If not so revoked, the shares represented by the proxy will be voted at the Meeting and any postponements or adjournments of the Meeting. Attendance by a shareholder at the Meeting does not by itself revoke a proxy.As of the Record Date, the Fund had 21,087,537 shares issued and outstanding.Solicitation of Proxies and Related Costs. The solicitation of proxies will occur principally by mail. In addition to solicitation by mail, certain officers and representatives of the Fund and officers and employees of Madison (who will receive no extra compensation for their services) and representatives of the Funds proxy solicitor, Computershare, may solicit proxies by telephone, the Internet, facsimile, letter, or other electronic means. If instructions are recorded by telephone, the person soliciting the proxies will use procedures designed to authenticate shareholders identities to allow shareholders to authorize the voting of their shares in accordance with their instructions, and to confirm that a shareholders instructions have been properly recorded.The expenses incurred in connection with preparing the Proxy Statement and its enclosures and all related legal and proxy solicitation expenses will be paid by Madison and/or XAI. These expenses are estimated to be approximately $250,000.Quorum. In order for a vote on any Proposal to be taken at the Meeting, there must exist a quorum of shareholders of the Fund eligible to vote on such Proposal. To have a quorum, the holders of a majority of the shares entitled to vote on each Proposal must be present in person or by proxy at the Meeting. 39For this purpose, whether a quorum exists is determined on a Proposal-by-Proposal basis.Abstentions and Broker Non-Votes. For purposes of determining the presence of a quorum for each Proposal, abstentions and broker non-votes are treated as present. Broker non-votes occur when a nominee holding shares for a beneficial owner does not vote on a Proposal because the nominee does not have discretionary voting powers with respect to that Proposal and has not received instructions from the beneficial owner. Abstentions and broker non-votes have the effect of a vote against Proposals 1 and 2, while abstentions and broker non-votes have no effect on the outcome of Proposal 3. Adjournment. It may become necessary from time to time to adjourn the Meeting in order to allow more time to solicit additional proxies, as necessary, if there are insufficient votes at the time of the Meeting to constitute a quorum or to approve any Proposal. Under the Funds governing documents, any meeting of shareholders, whether or not a quorum is present, may be adjourned from time to time by: (i) the vote of the majority of the shares represented at that meeting, either in person or by proxy; or (ii) in his or her discretion by the chairperson of the meeting. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting. Accordingly, if a quorum is not present at the Meeting with respect to any Proposal, it is expected that the holders of proxies will vote to authorize the adjournment of the Meeting with respect to such Proposal(s) in order to solicit additional proxies. Even if a quorum is present at the Meeting with respect to some or all Proposals, but there are insufficient votes to approve a Proposal, it is also expected that the holders of proxies will vote to authorize the adjournment of the Meeting to solicit additional proxies with respect to such Proposal(s). If the Meeting is adjourned, the adjourned meeting must be held not later than 180 days after the Record Date and may be held without further notice, other than an announcement at the Meeting in accordance with the Funds governing documents and as permitted under Delaware law. Votes Required to Pass the ProposalsProposal 1. In order for the New Advisory Agreement to be approved, it must be approved by the holders of a majority of the outstanding voting securities of the Fund. The term majority of the outstanding voting securities (as defined in the 1940 Act and used in this Proxy Statement) means: the affirmative vote of the lesser of (i) 67% or more of the voting securities of the Fund present at the Meeting if more than 50% of the outstanding voting securities of the Fund are present in person or by proxy, or (ii) more than 50% of the outstanding voting securities of the Fund. Proposal 2. In order for the New Subadvisory Agreement to be approved, it must be approved by the holders of a majority of the outstanding voting securities of the Fund, using the same definition of this term described above regarding Proposal 1. Proposal 3. In order for the New Trustees to be elected, the entire slate of nominees must be approved by the affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote at the Meeting. Votes withheld will have the same effect as a vote against the Proposal.Please note that if you sign, date, and return the proxy card, but do not specify a vote on each Proposal, your shares will be voted in favor of each Proposal, and in the discretion of the proxies named therein with respect to any other 40business that may properly come before the Meeting or any postponements or adjournments thereof. IMPORTANT: Each Proposal must be approved in order for the Fund to move forward with any of the Proposals. If shareholders do not approve one of the Proposals, the Fund will abandon all three Proposals, and Madison will continue to serve as the investment adviser of the Fund and the Current Board will continue to oversee the Fund. No Dissenters RightsShareholders have no rights under applicable law or the Funds Declaration of Trust or Bylaws to exercise dissenters rights of appraisal with respect to any Proposal.Summary of Certain Aspects of Delaware Control Share Acquisition StatuteThe Fund is subject to the control share acquisition statute (the Control Share Statute) contained in Subchapter III of the Delaware Statutory Trust Act (the DSTA), which became automatically applicable to listed closed-end funds, such as the Fund.The Control Share Statute provides for a series of voting power thresholds above which shares are considered control beneficial interests (referred to here as control shares). Once a threshold is reached, an acquirer has no voting rights under the DSTA with respect to shares acquired in excess of that threshold (i.e., the control shares) unless approved by shareholders of the Fund or exempted by the Board. The Control Share Statute provides procedures for an acquirer to request a shareholder meeting for the purpose of considering whether voting rights shall be accorded to control shares.The foregoing is only a summary of certain aspects of the Control Share Statute. Some uncertainty around the application under the 1940 Act of state control share statutes exists as a result of recent federal and state court decisions that have found that certain control share acquisition provisions violate the 1940 Act.Security Ownership of Management, Trustees and Principal ShareholdersAs of the Record Date, to the best of the knowledge of the Fund, no trustee or officer of the Fund beneficially owned 1% or more of the outstanding shares of the Fund, and the trustees and the officers of the Fund, as a group, beneficially owned less than 1% of the outstanding shares of the Fund. The Current Board is not aware of any arrangements, the operation of which may result in a change in control of the Fund. The following table shows the dollar range of the Funds equity securities that are beneficially owned* by each member of the Current Board and the existing officers as of the Record Date. As of the same date, the nominees for New Trustee did not hold any equity securities of the Fund. * Beneficial Ownership is determined in accordance with Section 16a-1(a)(2) of the Exchange Act.41Trustee/Officer NameDollar Range of Beneficially-Owned Securities of the FundAggregate Dollar Range of Beneficially-Owned Securities of the Madison Fund Complex(1)Scott C. JonesNoneOver $100,000Steven P. RiegeNone$10,001 - $50,000Richard E. StruthersNone$10,001 - $50,000Jill M. Friedow$0 - $10,000$50,001 - $100,000Patrick F. RyanNoneOver $100,000Steve J. FredricksNone$50,001 - $100,000Greg D. HoppeNoneOver $100,000Brandon RedwingNone$1 - $10,000Kyle SchalowNoneNoneTerri WilhelmNoneNone(1) The term Madison Fund Complex refers to (i) the Madison Funds with 15 portfolios, (ii) the Ultra Series Fund with 14 portfolios, (iii) the Madison ETFs Trust with 4 active portfolios, and (iv) the Fund.As of the Record Date, to the knowledge of the Fund, no person owned of record or owned beneficially more than 5% of the voting securities of the Fund.Section 16 Beneficial Ownership Reporting ComplianceSection 16(a) of the Exchange Act and Section 30(h) of the 1940 Act require the Funds executive officers and trustees, certain officers of the Funds investment adviser, affiliated persons of the investment adviser, and persons who beneficially own more than 10% of the Funds shares to file certain reports of ownership (Section 16 filings) with the SEC and the NYSE. Based upon the Funds review of the copies of such forms effecting the Section 16 filings received by it, the Fund believes that for Funds fiscal year ended December 31, 2023, all filings applicable to such persons were completed and filed in a timely manner.HouseholdingThe SEC has adopted rules that permit investment companies, such as the Fund, to satisfy delivery requirements for proxy statements with respect to two or more shareholders sharing the same address by delivering a single proxy statement addressed to those shareholders. This process, which is commonly referred to as householding, could result in extra convenience and cost savings for the Fund and its shareholders.If possible, depending on shareholder registration and address information, and unless you have otherwise opted out, only one copy of this Proxy Statement will be sent to shareholders at the same address. However, each shareholder will receive separate proxy cards. If you currently receive multiple copies of proxy statements or shareholder reports and would like to request to receive a single copy of documents in the future, please contact your financial services firm.42Shareholder Proposals for Subsequent MeetingsShareholder proposals intended for inclusion in the Funds proxy statement in connection with the Funds 2025 Annual Meeting of Shareholders pursuant to Rule 14a-8 under the Exchange Act, must be received by the Fund at its principal executive offices by February 12, 2025. In order for the proposals made outside of Rule 14a-8 under the Exchange Act to be considered timely within the meaning of Rule 14a-4(c) under the Exchange Act, such proposals much be received by the Fund at its principal executives offices not later than the close of business on May 3, 2025, nor earlier than the close of business on April 3, 2025. The timely submission of a proposal does not guarantee its inclusion. Whether a proposal is included in a proxy statement will be determined in accordance with applicable federal and state laws, as well as the Funds governing documents.Other Matters to Come Before the MeetingNo business other than the Proposals described in this Proxy Statement are expected to come before the Meeting, but should any other matter requiring a vote of shareholders arise, the persons named as proxies will vote thereon in their discretion according to their best judgment in the interests of the Fund and its shareholders.Dated: August 7, 2024PLEASE COMPLETE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED ENVELOPE. YOU MAY ALSO VOTE BY INTERNET OR TELEPHONE IN ACCORDANCE WITH THE INSTRUCTIONS SET FORTH ON THE ENCLOSED PROXY CARD.43EXHIBIT ANEW INVESTMENT ADVISORY AGREEMENTINVESTMENT ADVISORY AGREEMENTINVESTMENT ADVISORY AGREEMENT (the Agreement), dated as of [ ], 2024 between Madison Covered Call and Equity Strategy Fund, a Delaware statutory trust (the Trust), and XA Investments LLC, a Delaware limited liability company (the Adviser).WHEREAS, the Adviser has agreed to furnish investment management and advisory services to the Trust, a closed-end management investment company registered under the Investment Company Act of 1940, as amended (the 1940 Act);WHEREAS, the Adviser is a registered investment adviser under the Investment Advisers Act of 1940, as amended (the Advisers Act); WHEREAS, this Agreement has been approved in accordance with the provisions of the 1940 Act, and the Adviser is willing to furnish such services upon the terms and conditions herein set forth; andNOW, THEREFORE, in consideration of the mutual premises and covenants herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged, it is agreed by and between the parties hereto as follows:1. Appointment(a) The Trust hereby appoints the Adviser to act as the investment adviser to the Trust and to furnish the management and investment advisory services described herein, for the period and upon the terms herein set forth.(b) The Adviser hereby agrees, all as more fully set forth herein, to act as investment adviser to the Trust with respect to the investment of the Trusts assets and to supervise and arrange for the day-to-day operations of the Trust and the purchase of securities for and the sale of securities held in the investment portfolio of the Trust.(c) The Adviser for all purposes in this Agreement will be deemed to be an independent contractor and, unless otherwise expressly provided or authorized in this Agreement, will have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. 2. Duties and Obligations of the Adviser with Respect to Investment of Assets of the Trust. (a) Subject to the direction and control of the Trusts Board of Trustees, the Adviser shall:(i) act as investment adviser for and supervise and manage the investment and reinvestment of the Trusts assets and, in connection therewith, have complete discretion in purchasing and selling securities and other assets for the Trust and in voting, exercising consents and exercising all other rights appertaining to such securities and other A-1assets on behalf of the Trust; (ii) supervise the investment program of the Trust and the composition of its investment portfolio; and (iii) arrange, subject to the provisions of Section 5 hereof, for the purchase and sale of securities and other assets held in the investment portfolio of the Trust. (b) In performing its duties under this Section 2, the Adviser may delegate some or all of its duties and obligations under this Agreement to one or more investment sub-advisers; provided, however, that any such delegation shall be pursuant to an agreement with terms agreed upon by the Trust and approved in a manner consistent with the 1940 Act and provided, further, that no such delegation shall relieve the Adviser from its duties and obligations of management and supervision of the management of the Trusts assets pursuant to this Agreement and to applicable law.(c) The Adviser shall maintain business continuity, cybersecurity, disaster recovery and backup capabilities and facilities in keeping with industry standards and Securities and Exchange Commission (SEC) requirements through which the Adviser will be able to perform its obligations hereunder with minimal disruptions or delay. (d) To the extent prohibited by Regulation S-P, the Adviser and its affiliates will not disclose any non-public personal information, as defined in Regulation S-P, received from the Trust regarding any shareholder unless in accordance with an exception under Regulation S-P, or as otherwise may be permitted by law. The Adviser represents and warrants that, in accordance with applicable state privacy laws and Regulation S-P, it has implemented safeguards by adopting policies and procedures reasonably designed to: (i) insure the security and confidentiality of records and non-public personal information of shareholders; (ii) protect against any anticipated threats or hazards to the security or integrity of shareholder records and non-public personal information; and (iii) protect against unauthorized access to or use of such shareholder records or non-public personal information that could result in substantial harm or inconvenience to any shareholder. The Adviser shall treat confidentially all records of the Trust and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where the Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or (ii) when so requested by the Trust.(e) The Adviser acknowledges that, in compliance with the Bank Secrecy Act, as amended, the USA PATRIOT Act, and any implementing regulations thereunder (together, the AML Laws), the Trust has adopted anti-money laundering policies and procedures (the AML Policies). The Adviser agrees to comply with the Trusts AML Policies and the AML Laws, as the same may apply to the Adviser, now and in the future, and understands and agrees that the Trust may disclose information regarding the Adviser to governmental and/or regulatory or self-regulatory authorities to the extent required by applicable law or regulation and may file reports with such authorities as may be required by such law or regulation.A-2(f) The Adviser shall provide such information as may reasonably be requested by the Board under Section 15(c) of the 1940 Act in connection with its annual consideration of this Agreement.3. Duties and Obligations of the Adviser with Respect to the Management of the TrustThe Adviser shall perform the management services necessary for the operation of the Trust, including providing the Trust necessary personnel and such other services as the Adviser, subject to review by the Board of Trustees, from time to time shall determine to be necessary or useful to perform its obligations under this Agreement. The Adviser, also on behalf of the Trust, shall conduct relations with administrators, custodians, depositories, transfer agents, pricing agents, investor support service providers, investor relations providers, dividend disbursing agents, other shareholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable.4. Covenants(a) In the performance of its duties under this Agreement, the Adviser shall at all times conform to, and act in accordance with, any requirements imposed by:(i) the provisions of the 1940 Act and the Advisers Act and all applicable Rules and Regulations of the SEC; (ii) any other applicable provision of law; (iii) the provisions of this Agreement and Declaration of Trust and By-Laws of the Trust, as such documents are amended from time to time; (iv) the investment objective, policies and restrictions of the Trust as set forth in its Registration Statement on Form N-2; and (v) any policies and determinations of the Board of Trustees of the Trust.(b) The Adviser will maintain a written code of ethics (the Code of Ethics) pursuant to Rule 17j-1 under the 1940 Act, a copy of which will be provided to the Trust, and will institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Adviser will follow such Code of Ethics in performing its services under this Agreement.(c) The Adviser will maintain compliance policies and procedures adopted pursuant to Rule 206(4)-7 under the Advisers Act and Rule 38a-1 under the 1940 Act, a copy of which will be provided to the Trust, and follow such compliance policies and procedures in performing its services under this Agreement; and(d) The Adviser will cooperate with the chief compliance officer of the Trust in connection with the implementation and operation of the Trusts compliance policies and procedures adopted pursuant to Rule 38a-1 under the 1940 Act, and will prepare necessary reports and provide the Trusts chief compliance officer with access to information reasonably necessary for the Trust to comply with Rule 38a-1.A-35. Portfolio Transactions(a) In the performance of its duties under this Agreement, the Adviser will place orders either directly with the issuer or with any broker or dealer. Subject to the other provisions of this paragraph, in placing orders with brokers and dealers, the Adviser will attempt to obtain the best price and the most favorable execution of its orders, and all such brokerage placement shall be made in compliance with Section 28(e) of the Securities Exchange Act of 1934, as amended. In placing orders, the Adviser will consider the experience and skill of the firms securities traders as well as the firms financial responsibility and administrative efficiency. Consistent with this obligation, the Adviser may select brokers on the basis of the research, statistical and pricing services they provide to the Trust and other clients of the Adviser. Information and research received from such brokers will be in addition to, and not in lieu of, the services required to be performed by the Adviser hereunder. A commission paid to such brokers may be higher than that which another qualified broker would have charged for effecting the same transaction, provided that the Adviser determines in good faith that such commission is reasonable in terms either of the transaction or the overall responsibility of the Adviser to the Trust and its other clients and that the total commissions paid by the Trust will be reasonable in relation to the benefits to the Trust over the long-term. In no instance, however, will the Trusts securities be purchased from or sold to the Adviser, or any affiliated person thereof, except to the extent permitted by the SEC or by applicable law.(b) At the request of the Board of Trustees of the Trust, the Adviser will identify and provide a written description to the Board of Trustees of soft dollar arrangements that the Adviser maintains with respect to the Trust or with brokers or dealers that execute transactions for the Trust, and of research and other services provided to the Adviser by a broker or dealer (whether prepared by such broker or dealer or by a third party) as a result, in whole or in part, of the direction of Trust transactions to the broker or dealer. (c) From time to time, the Adviser or brokers or dealers affiliated with it may find themselves in a position to buy for certain of their clients (each an Account) securities which the Advisers investment advisory clients wish to sell, and to sell for certain of their clients securities which other advisory clients wish to buy. Where one of the parties is an advisory client, the Adviser or the affiliated broker or dealer cannot participate in this type of transaction (known as a cross transaction) on behalf of an advisory client and retain commissions from one or both parties to the transaction without the advisory clients consent. This is because in a situation where the Adviser is making the investment decision (as opposed to a brokerage client who makes his own investment decisions), and the Adviser or an affiliate is receiving commissions from both sides of the transaction, there is a potential conflicting division of loyalties and responsibilities on the Advisers part regarding the advisory client. The SEC has adopted a rule under the Advisers Act that permits the Adviser or its affiliates to participate on behalf of an Account in agency cross transactions if the advisory client has given written consent in advance. By execution of this Agreement, the Trust authorizes the Adviser or its affiliates to participate in agency cross transactions involving an Account. The Trust may revoke its consent at any time by written notice to the Adviser.A-46. ConfidentialityEach of the Trust and the Adviser acknowledge and agree that pursuant to this Agreement, either party may have access to the other partys confidential and proprietary information and materials concerning or pertaining to the others business. Each party will receive and hold such information in the strictest confidence, and acknowledge, represent, and warrant that it will use its best efforts to protect the confidentiality of this information. Each party agrees that, without the prior written consent of the other party, which approval shall not be unreasonably withheld, they will not use, copy, or divulge to third parties or otherwise use, except in accordance with the terms of this Agreement, any information obtained from or through the other party in connection with this Agreement; provided, however, this covenant shall not apply to information (i) which is in the public domain now or when it becomes in the public domain in the future, other than by reason of a breach of this Agreement, (ii) which has come to either party from a lawful source not bound to maintain the confidentiality of such information, other than from the other party or an affiliate or representative of that party, (iii) disclosures which are required by law, regulatory authority, regulation or legal process or are made to any regulatory agency in the normal course of an examination, audit or investigation involving such party, or (iv) disclosure as reasonably necessary in the course of business to third parties subject to a duty to maintain the confidentiality of the information.7. Services Not Exclusive(a) Nothing in this Agreement shall prevent the Adviser or any officer, employee or other affiliate thereof from acting as investment adviser for any other person, firm or corporation, or from engaging in any other lawful activity, and shall not in any way limit or restrict the Adviser or any of its officers, employees or agents from buying, selling or trading any securities for its or their own accounts or for the accounts of others for whom it or they may be acting; provided, however, that the Adviser will undertake no activities which, in its judgment, will adversely affect the performance of its obligations under this Agreement.(b) The Adviser may manage other investment accounts and funds, including those with investment objectives similar to the Trust. Securities considered as investments for the Trust may also be appropriate for other investment accounts and funds that may be managed by the Adviser. Subject to applicable laws and regulations, the Adviser will attempt to allocate equitably portfolio transactions among the portfolios of its other investment accounts and funds purchasing securities whenever decisions are made to purchase or sell securities by the Trust and one or more of such other accounts or funds simultaneously. In making such allocations, the main factors to be considered by the Adviser will be the respective investment objectives of the Trust and such other accounts and funds, the relative size of portfolio holdings of the same or comparable securities, the availability of cash for investment by the Trust and such other accounts and funds, the size of investment commitments generally held by the Trust and such accounts and funds, and the opinions of the persons responsible for recommending investments to the Trust and such other accounts and funds. 8. Books and Records(a) The Adviser undertakes and agrees to maintain or cause others to maintain, in the form and for the period required by Rule 31a-2 A-5under the 1940 Act, all records relating to the Trusts investments that are required to be maintained by the Trust pursuant to the 1940 Act with respect to the Advisers responsibilities under this Agreement for the Trust, and which are not otherwise maintained by the administrator, fund accounting agent, custodian or other service providers to the Trust.(b) In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Adviser hereby agrees that all records which it maintains for the Trust are the property of the Trust and further agrees to surrender promptly to the Trust any such records upon the Trusts request. 9. CustodyNothing in this Agreement will require the Adviser to take or receive physical possession of cash, securities, or other investments of the Trust. 10. Expenses(a) During the term of this Agreement, the Adviser will bear all costs and expenses of its employees and any overhead incurred in connection with its duties hereunder, except as provided pursuant to paragraph (c) of this Section 10, and shall bear the costs of any salaries or trustees fees of any officers or trustees of the Trust who are affiliated persons (as defined in the 1940 Act) of the Adviser.(b) The Trust will bear all other costs, fees and expenses of its operations and transactions, including those relating to: (1) organization; (2) calculation of the Trusts net asset value (including the cost and expenses of any independent valuation firm, agent or other provider); (3) expenses payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for the Trust and in monitoring the Trusts investments; (4) interest payable on indebtedness and dividends and distributions on preferred shares, as applicable, if any, incurred to finance the Trusts investments; (5) offerings of the Trusts common shares and other securities (including, all fees, costs and expenses related thereto); (6) fees payable to third parties, including agents, legal counsel, consultants or other advisors, relating to, or associated with, evaluating and making investments; (7) administrator, transfer agent and custodian fees; (8) federal and state registration fees; (9) all costs of registration and listing the Trusts shares on any securities exchange; (10) federal, state and local taxes; (11) independent trustees fees and expenses; (12) costs of preparing and filing reports or other documents required by governmental bodies (including the SEC), including printing costs; (13) costs of any reports, proxy statements or other notices to shareholders, including printing costs; (14) insurance premiums for fidelity bond and other insurance coverage, including the Trusts allocable portion of the fidelity bond, trustees and officers errors and omissions liability insurance, including independent trustees liability insurance, and any other insurance premium; (15) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; (16) brokerage commissions, assignment fees and other costs in connection with the purchase, holding or sale of securities and other investment instruments (including, without limitation, security settlement costs); (17) expenses incidental to holding meetings of the Trusts shareholders, including proxy solicitations therefor; provided, however, that the Trust will not bear such expenses with respect to any meeting of the Trusts shareholders held for the purpose of seeking shareholder approval of a new investment advisory agreement in connection A-6with a change of control of the Adviser; (18) unusual, non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust is a party and legal obligations that the Trust may have to indemnify the Trusts directors, officers and/or employees or agents with respect to these actions, suits or proceedings; and (19) all other expenses incurred by the Trust in connection with administering the Trusts business.(c) The Trust may, if and to the extent approved by the Board of Trustees, including a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, from time to time reimburse the Adviser for certain costs and expenses incurred by the Adviser in connection with the management of the Trusts assets, which may include the Trusts allocable share of portfolio management and trading software costs, research expenses (including modeling and analytic software costs), diligence expenses and out-of-pocket travel costs incurred in connection with the management of the Trusts assets. For the avoidance of doubt, in no event shall expenses associated with the general overhead of the Adviser be reimbursed by the Trust.11. Compensation of the Adviser(a) The Trust agrees to pay to the Adviser and the Adviser agrees to accept as full compensation for all services rendered by the Adviser as such, a monthly fee in arrears at an annual rate equal to 0.80% of the Trusts average daily value of the Trusts Managed Assets. For any period less than a month during which this Agreement is in effect, the fee shall be prorated according to the proportion which such period bears to a full month of 28, 29, 30 or 31 days, as the case may be. (b) Managed Assets means the total assets of the Trust, including the assets attributable to the proceeds from financial leverage (including through the issuance of preferred shares or the issuance of senior securities representing indebtedness), minus liabilities, other than liabilities related to any financial leverage. (c) For purposes of this Agreement, the total assets of the Trust shall be calculated pursuant to the procedures adopted by resolutions of the Trustees of the Trust for calculating the value of the Trusts assets.(d) The Adviser may elect from time to time, in its sole discretion, to waive its right to reimbursement or its receipt of the advisory fee.12. Representations and Warranties(a) The Trust represents and covenants to the Adviser as follows:(i) The Trust is duly organized and validly existing under the laws of the State of Delaware with the power to own and possess its assets.(ii) The execution, delivery and performance by the Trust of this Agreement are within the Trusts powers and have been duly authorized by all necessary actions of the Board of Trustees, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or A-7regulation, (ii) the Trusts governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instruments binding upon the Trust.(iii) The Trust is, or will be prior to commencing operations, registered as a closed-end management investment company under the 1940 Act and the Trusts shares are, or will be prior to commencing operations, registered under the Securities Act of 1933, as amended, and under any applicable state securities laws, or exempt from such registration.(b) The Adviser represents and covenants to the Trust as follows:(i) The Adviser is duly organized and validly existing under the laws of the State of Delaware.(ii) The execution, delivery and performance by the Adviser of this Agreement are within the Advisers powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance of this Agreement by the parties to this Agreement, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Advisers governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instruments binding upon the Adviser.(iii) The Adviser is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement.13. Limitation on LiabilityThe Adviser will not be liable for any error of judgment or mistake of law or for any loss suffered by Adviser or by the Trust in connection with the performance of this Agreement, except a loss resulting from a breach of a fiduciary duty with respect to the receipt of compensation for services or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder).14. IndemnificationThe Trust shall indemnify, defend and protect the Adviser, its members and their respective officers, managers, partners, agents, employees, controlling persons, members and any other person affiliated with any of them (collectively, the Indemnified Parties) (each of whom shall be deemed a third party beneficiary hereof) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, A-8investigation or other proceeding (including an action or suit by or in the right of the Trust or its security holders) arising out of or otherwise based upon the performance of any of the Advisers duties or obligations under this Agreement or otherwise as an investment adviser of the Trust. Notwithstanding the foregoing provisions of this Section 12 to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Trust or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of any Indemnified Partys duties or by reason of the reckless disregard of the Advisers duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder).15. Duration and Termination(a) This Agreement shall become effective as of the date hereof and, unless sooner terminated with respect to the Trust as provided herein, shall continue in effect for a period of two years. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Trust for successive periods of 12 months, provided such continuance is specifically approved at least annually by both:(i) the vote of a majority of the Trusts Board of Trustees or the vote of a majority of the outstanding voting securities of the Trust at the time outstanding and entitled to vote, and (ii) the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. (b) Notwithstanding the foregoing, this Agreement may be terminated by the Trust at any time, without the payment of any penalty, upon giving the Adviser 60 days notice (which notice may be waived by the Adviser), provided that such termination by the Trust shall be directed or approved by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Trust at the time outstanding and entitled to vote, or by the Adviser on 60 days written notice to the Trust (which notice may be waived by the Trust). (c) This Agreement will immediately terminate in the event of its assignment. (d) As used in this Agreement, the terms majority of the outstanding voting securities, interested person and assignment shall have the same meanings of such terms in the 1940 Act.(e) The terms of Sections 6, 8, 13 and 14, 18, 19 and 20 of this Agreement shall survive the termination of this Agreement.16. NoticesAny notice under this Agreement shall be in writing to the other party at such address as the other party may designate from time to time for the receipt of such notice and shall be deemed to be received on the earlier of the date actually received or on the fourth day after the postmark if such notice is A-9mailed first class postage prepaid.17. Amendment of this AgreementNo provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. Any amendment of this Agreement shall be subject to the 1940 Act.18. Governing LawThis Agreement shall be governed by and construed in accordance with the laws of the State of Delaware for contracts to be performed entirely therein without reference to choice of law principles thereof and in accordance with the applicable provisions of the 1940 Act.19. Use of the NameThe Adviser has consented to the use by the Trust of the name or identifying word XA, XAI or XA Investments in the name of the Trust. Such consent is conditioned upon the employment of the Adviser as the investment adviser to the Trust. The name or identifying word XA, XAI or XA Investments may be used from time to time in other connections and for other purposes by the Adviser and any of its affiliates. The Adviser may require the Trust to cease using XA, XAI or XA Investments in the name of the Trust, if the Trust ceases to employ, for any reason, the Adviser, any successor thereto or any affiliate thereof as investment adviser of the Trust. If so required by the Adviser, the Trust will cease using XA, XAI or XA Investments in its name as promptly as practicable and make all reasonable efforts to remove XA, XAI or XA Investments from its name.20. Miscellaneous(a) The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.(b) If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. (c) Nothing contained in this Agreement will be deemed to require the Trust to take any action contrary to the Trusts Amended and Restated Agreement and Declaration of Trust or By-laws, as they may be amended and/or restated from time to time, or any applicable statute or regulation, or to relieve or deprive the Board of Trustees of its responsibility for and control of the conduct of the affairs of the Trust. (d) This Agreement shall be binding on, and shall inure to the benefit of the parties hereto and their respective successors.(e) This Agreement may be executed in counterparts by the parties hereto, each of which shall constitute an original counterpart, and all of which, together, shall constitute one Agreement. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.A-10(f) This Agreement constitutes the entire understanding and agreement, and supersedes any and all other proposals, understandings, and agreements among the parties with respect to the subject matter hereof.IN WITNESS WHEREOF, the parties hereto have caused the foregoing instrument to be executed by their duly authorized officers, all as of the day and the year first above written.MADISON COVERED CALL & EQUITY STRATEGY FUNDBy: Name: Title: XA INVESTMENTS LLCBy: Name: Title: A-11EXHIBIT BNEW SUBADVISORY AGREEMENTINVESTMENT SUBADVISORY AGREEMENTINVESTMENT SUB-ADVISORY AGREEMENT (the Agreement), dated as of [ ], 2024 (the Effective Date) among Madison Covered Call and Equity Strategy Fund, a Delaware statutory trust (the Trust), XA Investments LLC, a Delaware limited liability company (the Adviser), and Madison Asset Management, LLC a Wisconsin limited liability company (the Sub-Adviser).WHEREAS, the Adviser has agreed to furnish investment management and advisory services to the Trust, a closed-end management investment company registered under the Investment Company Act of 1940, as amended (the 1940 Act);WHEREAS, the investment advisory agreement between the Adviser and the Trust dated as of [ ] (such agreement or the most recent successor agreement between such parties relating to advisory services to the Trust is referred to herein as the Investment Advisory Agreement) contemplates that the Adviser may sub-contract investment advisory services with respect to the Trust to a sub-adviser(s) pursuant to a sub-advisory agreement(s) agreeable to the Trust and approved in accordance with the provisions of the 1940 Act;WHEREAS, the Adviser wishes to retain the Sub-Adviser to provide certain sub-advisory services; WHEREAS, the Sub-Adviser is a registered investment adviser under the Investment Advisers Act of 1940, as amended (the Advisers Act); andWHEREAS, this Agreement has been approved in accordance with the provisions of the 1940 Act, and the Sub-Adviser is willing to furnish such services upon the terms and conditions herein set forth;NOW, THEREFORE, in consideration of the mutual premises and covenants herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged, it is agreed by and between the parties hereto as follows:1. Appointment(a) The Adviser hereby appoints the Sub-Adviser to act as the investment sub-adviser to the Trust and to furnish the services described herein, for the period and upon the terms herein set forth.(b) The Sub-Adviser hereby agrees, all as more fully set forth herein, to act as investment sub-adviser to the Trust and to furnish the services described below with respect to the investment of the Trusts assets and the purchase of securities for and the sale of securities held in the investment portfolio of the Trust.(c) The Sub-Adviser for all purposes in this Agreement will be deemed to be an independent contractor and, unless otherwise expressly provided or authorized in this Agreement, will have no authority to act for or represent the Adviser or the Trust in any way B-1or otherwise be deemed an agent of the Adviser or the Trust. 2. Duties and Obligations of the Sub-Adviser with Respect to Investment of Assets of the Trust(a) Subject to the oversight and supervision of the Adviser and direction and control of the Trusts Board of Trustees, the Sub-Adviser will act as sub-adviser for the Trust and perform one or more of the following services at the request of the Adviser in connection with the investment and reinvestment of the Trusts assets: (i) managing the investment and reinvestment of the assets of the Trust in accordance with the investment policies and guidelines of the Trust;(ii) subject to the provisions of Section 4 hereof, purchasing and selling securities and other assets for the Trust and placing orders for purchases and sales of assets of the Trust; (iii) providing investment research and credit analysis concerning the assets of the Trust; (iv) monitoring on a daily basis the investment activities and portfolio holdings relating to the Trust;(v) voting proxies relating to the Trusts portfolio securities in accordance with the proxy voting policies and procedures of the Sub-Adviser; and(vi) settlement of transactions and completing corporate actions. (b) At the request of the Adviser, the Sub-Adviser will also, subject to the oversight and supervision of the Adviser and the direction and control of the Trusts Board of Trustees, consult with the Adviser as to the overall management of the assets of the Trust and the investment policies and practices of the Trust, including (but not limited to) the use by the Trust of financial leverage and matters relating to such financial leverage (e.g., form, amount and costs) and the utilization by the Trust of any interest rate or other hedging or risk management transactions in connection therewith. (c) In addition, the Sub-Adviser will keep the Trust and the Adviser informed of developments relating to the Sub-Adviser or the Trusts investments materially affecting the Trust and shall, upon request, furnish to the Adviser and the Trust all information relevant to such developments. (d) The Sub-Adviser will periodically communicate to the Adviser or other service providers of the Trust, at such times as the Adviser may request, information concerning the purchase and sale of securities for the Trust and such other information as the Adviser may reasonably require for purposes of fulfilling its obligations to the Trust under the Investment Advisory Agreement.(e) In addition to the investment policies and guidelines of the Trust, the Adviser may from time to time communicate to the Sub-Adviser instructions (the Instructions) in writing that limit or supplement the investment policies and guidelines and are subject to approval by the Sub-B-2Adviser, which approval shall not be unreasonably withheld. Neither the investment policies and guidelines nor the Instructions shall require the Sub-Adviser to obtain capabilities or resources beyond those it possesses as of the Effective Date. The Adviser shall promptly notify the Sub-Adviser, in writing, of any change in the investment policies and guidelines that is made for any reason, including but not limited to a change by the Adviser, the Trust or in any applicable law or regulation. The Adviser acknowledges that the Sub-Adviser may be required to terminate delivery of certain data or services used in managing the Trust in the event the Sub-Adviser is no longer able to obtain such data or services.(f) The Sub-Adviser shall maintain business continuity, cybersecurity, disaster recovery and backup capabilities and facilities in keeping with industry standards and Securities and Exchange Commission (SEC) requirements through which the Sub-Adviser will be able to perform its obligations hereunder with minimal disruptions or delay. (g) To the extent prohibited by Regulation S-P, the Sub-Adviser and its affiliates will not disclose any non-public personal information, as defined in Regulation S-P, received from the Trust regarding any shareholder unless in accordance with an exception under Regulation S-P, or as otherwise may be permitted by law. The Sub-Adviser represents and warrants that, in accordance with applicable state privacy laws and Regulation S-P, it has implemented safeguards by adopting policies and procedures reasonably designed to: (i) insure the security and confidentiality of records and non-public personal information of shareholders; (ii) protect against any anticipated threats or hazards to the security or integrity of shareholder records and non-public personal information; and (iii) protect against unauthorized access to or use of such shareholder records or non-public personal information that could result in substantial harm or inconvenience to any shareholder. The Sub-Adviser shall treat confidentially all records of the Trust and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where the Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or (ii) when so requested by the Trust.(h) The Sub-Adviser acknowledges that, in compliance with the Bank Secrecy Act, as amended, the USA PATRIOT Act, and any implementing regulations thereunder (together, the AML Laws), the Trust has adopted anti-money laundering policies and procedures (the AML Policies). The Sub-Adviser agrees to comply with the Trusts AML Policies and the AML Laws, as the same may apply to the Sub-Adviser, now and in the future, and understands and agrees that the Trust may disclose information regarding the Sub-Adviser to governmental and/or regulatory or self-regulatory authorities to the extent required by applicable law or regulation and may file reports with such authorities as may be required by such law or regulation.(i) The Sub-Adviser shall provide such information as may reasonably be requested by the Adviser and/or the Board of Trustees under Section 15(c) of the 1940 Act in connection with its annual consideration of this Agreement.B-3(i) Nothing in this Agreement is deemed to impose on the Sub-Adviser responsibility for the preparation of the Trusts financial statements or the Trusts other financial and regulatory filing and reporting obligations, provided that the Sub-Adviser shall provide sub-certifications in the form reasonably requested by the Trust relating to the Sub-Advisers services under this Agreement to assist the Trust in complying with the provisions of the Sarbanes-Oxley Act of 2002.3. Covenants(a) In the performance of its duties under this Agreement, the Sub-Adviser shall at all times conform to, and act in accordance with, any requirements imposed by:(i) the provisions of the 1940 Act and the Advisers Act and all applicable Rules and Regulations of the SEC; (ii) any other applicable provision of law; (iii) the provisions of this Agreement and Declaration of Trust and By-Laws of the Trust, as such documents are amended from time to time; (iv) the investment objective, policies and restrictions of the Trust as set forth in its Registration Statement on Form N-2 and as supplemented from time to time by the Trusts shareholder reports and other SEC filings; and (v) any policies and determinations of the Board of Trustees of the Trust.(b) The Sub-Adviser will not consult with any other sub-adviser of the Trust or any other sub-adviser to a fund under common control with the Trust concerning transactions of the Trust in securities or other assets.(c) The Sub-Adviser will maintain a written code of ethics (the Code of Ethics) pursuant to Rule 17j-1 under the 1940 Act, a copy of which will be provided to the Trust and the Adviser, and will institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Sub-Adviser will follow such Code of Ethics in performing its services under this Agreement.(d) The Sub-Adviser will maintain compliance policies and procedures adopted pursuant to Rule 206(4)-7 under the Advisers Act and Rule 38a-1 under the 1940 Act, a copy of which will be provided to the Trust and the Adviser, and follow such compliance policies and procedures in performing its services under this Agreement; and(e) The Sub-Adviser will cooperate with the chief compliance officer of the Trust in connection with the implementation and operation of the Trusts compliance policies and procedures adopted pursuant to Rule 38a-1 under the 1940 Act, and will prepare necessary reports and provide the Trusts chief compliance officer with access to information reasonably necessary for the Trust to comply with Rule 38a-1.4. Portfolio Transactions(a) In the performance of its duties under this Agreement, the Sub-Adviser will place orders either directly with the issuer or with any broker B-4or dealer. Subject to the other provisions of this paragraph, in placing orders with brokers and dealers, the Sub-Adviser will attempt to obtain the best price and the most favorable execution of its orders, and all such brokerage placement shall be made in compliance with Section 28(e) of the Securities Exchange Act of 1934, as amended. In placing orders, the Sub-Adviser will consider the experience and skill of the firms securities traders as well as the firms financial responsibility and administrative efficiency. Consistent with this obligation, the Sub-Adviser may select brokers on the basis of the research, statistical and pricing services they provide to the Trust and other clients of the Sub-Adviser. Information and research received from such brokers will be in addition to, and not in lieu of, the services required to be performed by the Sub-Adviser hereunder. A commission paid to such brokers may be higher than that which another qualified broker would have charged for effecting the same transaction, provided that the Sub-Adviser determines in good faith that such commission is reasonable in terms either of the transaction or the overall responsibility of the Sub-Adviser to the Trust and its other clients and that the total commissions paid by the Trust will be reasonable in relation to the benefits to the Trust over the long-term. In no instance, however, will the Trusts securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except to the extent permitted by the SEC or by applicable law.(b) At the request of the Adviser or the Trust, the Sub-Adviser will identify and provide a written description to the Adviser and the Board of Trustees of the Trust of soft dollar arrangements that the Sub-Adviser maintains with respect to the Trust or with brokers or dealers that execute transactions for the Trust, and of research and other services provided to the Sub-Adviser by a broker or dealer (whether prepared by such broker or dealer or by a third party) as a result, in whole or in part, of the direction of Trust transactions to the broker or dealer. (c) From time to time, the Sub-Adviser or brokers or dealers affiliated with it may find themselves in a position to buy for certain of their clients (each an Account) securities which the Sub-Advisers investment advisory clients wish to sell, and to sell for certain of their clients securities which advisory clients wish to buy. Where one of the parties is an advisory client, the Sub-Adviser or the affiliated broker or dealer cannot participate in this type of transaction (known as a cross transaction) on behalf of an advisory client and retain commissions from one or both parties to the transaction without the advisory clients consent. This is because in a situation where the Sub-Adviser is making the investment decision (as opposed to a brokerage client who makes his own investment decisions), and the Sub-Adviser or an affiliate is receiving commissions from both sides of the transaction, there is a potential conflicting division of loyalties and responsibilities on the Sub-Advisers part regarding the advisory client. However, the SEC has adopted a rule under the Advisers Act that permits the Sub-Adviser or its affiliates to participate on behalf of an Account in agency cross transactions if the advisory client has given written consent in advance. Therefore, by execution of this Agreement, the Trust authorizes the Sub-Adviser or its affiliates to participate in agency cross transactions involving an Account. The Trust may revoke its consent at any time by written notice to the Sub-Adviser.5. ConfidentialityEach of the Trust, the Adviser and the Sub-Adviser acknowledge and agree that in satisfying its respective obligations under and performing B-5services in connection with this Agreement, any party may have access to another partys confidential and proprietary information and materials concerning or pertaining to the others business (confidential information). Each party will receive and hold such information in the strictest confidence, and acknowledge, represent, and warrant that it will use its best efforts to protect the confidentiality of this information to the same degree of care as it would its own confidential information. Each party agrees that, without the prior written consent of the other party, which approval shall not be unreasonably withheld, such party will not use, copy, or divulge to third parties or otherwise use, except in accordance with the terms of this Agreement, any confidential information of another party without the prior written consent of such other party; provided, however, this covenant shall not apply to (i) information which is in the public domain now or when it becomes in the public domain in the future, other than by reason of a breach of this Agreement, (ii) information which has come to a party from a lawful source not bound to maintain the confidentiality of such information, other than from any other party or an affiliate or representative of that party, (iii) information which is independently developed without the use of confidential information, (iv) disclosures which are required by law, regulatory authority, regulation or legal process or are made to any regulatory agency in the normal course of an examination, audit or investigation involving such party, or (v) disclosure as reasonably necessary in the course of business to third parties subject to a duty to maintain the confidentiality of the information. Notwithstanding the foregoing, the Sub-Adviser may disclose information it receives from or on behalf of the Trust or the Adviser to officers and employees of the Sub-Adviser or any of its affiliates in the course of providing the services under this Agreement and the Sub-Adviser may disclose the Trusts TIN information to third parties as required to perform the Sub-Advisers services under this Agreement. 6. Services Not Exclusive(a) Nothing in this Agreement shall prevent the Sub-Adviser or any officer, employee or other affiliate thereof from acting as investment adviser for any other person, firm or corporation, or from engaging in any other lawful activity, and shall not in any way limit or restrict the Sub-Adviser or any of its officers, employees or agents from buying, selling or trading any securities for its or their own accounts or for the accounts of others for whom it or they may be acting; provided, however, that the Sub-Adviser will undertake no activities which, in its judgment, will adversely affect the performance of its obligations under this Agreement.(b) The Sub Adviser currently manages, and may in the future manage, other investment accounts and funds, including those with investment objectives similar to the Trust. Securities considered as investments for the Trust may also be appropriate for other investment accounts and funds that may be managed by the Sub-Adviser. Subject to applicable laws and regulations, the Sub-Adviser will attempt to allocate equitably portfolio transactions among the portfolios of its other investment accounts and funds purchasing securities whenever decisions are made to purchase or sell securities by the Trust and one or more of such other accounts or funds over time. In making such allocations, the main factors to be considered by the Sub-Adviser will be the respective investment objectives of the Trust and such other accounts and funds, the relative size of portfolio holdings of the same or comparable securities, the availability of cash for investment by the Trust and such other accounts and funds, the size of investment commitments generally B-6held by the Trust and such accounts and funds, and the opinions of the persons responsible for recommending investments to the Trust and such other accounts and funds. 7. Books and Records(a) The Sub-Adviser undertakes and agrees to maintain or cause others to maintain, in the form and for the period required by Rule 31a-2 under the 1940 Act, all records relating to the Trusts investments that are required to be maintained by the Trust pursuant to the 1940 Act with respect to the Sub-Advisers responsibilities under this Agreement for the Trust, and which are not otherwise maintained by the administrator, fund accounting agent, custodian or other service providers to the Trust.(b) In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which it maintains for the Trust are the property of the Trust and further agrees to surrender promptly to the Trust any such records upon the Trusts request, except for any software or other intellectual property that is proprietary to, or owned or licensed by, the Sub-Adviser or any of its affiliates, which shall remain the property of the Sub-Adviser. Notwithstanding the foregoing, the Sub-Adviser shall retain those original records or copies of records in order to comply with the Advisers Act record keeping requirement, applicable law and its own internal policies.(c) Each of the Adviser and the Trust shall own, have custody of and maintain its general corporate accounts and records. At reasonable times and upon reasonable notice, the Trust shall provide the Sub-Adviser with access to all books, records, accounts, facilities, and personnel necessary or appropriate for the performance of the Sub-Advisers obligations under this Agreement. 8. CustodyNothing in this Agreement will require the Sub-Adviser to take or receive physical possession of cash, securities, or other investments of the Trust. The Trust shall select, engage and maintain at the Trusts expense one or more custodians meeting the requirements of Section 17(f) of the 1940 Act and the rules, regulations and interpretations thereunder (each a Custodian) to serve as Custodian(s) of the Trust assets. The Adviser shall provide the Sub-Adviser, in writing, the identity of each Custodian, any change in a Custodian and all other information regarding the Custodian(s) required for the Sub-Adviser to carry out its duties under this Agreement. The Adviser shall notify each Custodian of the appointment of the Sub-Adviser and of the authority of the Sub-Adviser to effect investments with respect to the Trust assets. All transactions authorized by this Agreement are made by payment to or delivery by the Custodian(s). The Sub-Adviser shall have no rights or responsibilities, including to direct payment or move cash or assets of the Trust, that would be defined as taking custody under the Advisers Act. In connection with the Trusts custody agreement(s), the Adviser and the Trust will ensure that no such rights are given to the Sub-Adviser. The Trust and the Adviser will ensure that the Sub-Adviser may use the Depositary Trust Companys Institutional Delivery System for trade confirmation and settlement. B-79. Expenses(a) During the term of this Agreement, the Sub-Adviser will bear all costs and expenses of its employees and any overhead incurred in connection with its duties hereunder, except as provided pursuant to paragraph (d) of this Section 9, and shall bear the costs of any salaries or trustees fees of any officers or trustees of the Trust who are affiliated persons (as defined in the 1940 Act) of the Sub-Adviser.(b) The Sub-Adviser shall not be responsible for any expenses of the Adviser or the Trust not specifically set forth in this Section 9 or otherwise in any written agreement between the Sub-Adviser and the Trust or the Adviser, as the case may be.(c) The Trust will bear all other costs, fees and expenses of its operations and transactions, including those relating to: (1) organization; (2) calculation of the Trusts net asset value (including the cost and expenses of any independent valuation firm, agent or other provider); (3) expenses payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for the Trust and in monitoring the Trusts investments; (4) interest payable on indebtedness and dividends and distributions on preferred shares, as applicable, if any, incurred to finance the Trusts investments; (5) offerings of the Trusts common shares and other securities (including, all fees, costs and expenses related thereto); (6) fees payable to third parties, including agents, legal counsel, consultants or other advisors, relating to, or associated with, evaluating and making investments; (7) administrator, transfer agent and custodian fees; (8) federal and state registration fees; (9) all costs of registration and listing the Trusts shares on any securities exchange; (10) federal, state and local taxes; (11) independent trustees fees and expenses; (12) costs of preparing and filing reports or other documents required by governmental bodies (including the SEC), including printing costs; (13) costs of any reports, proxy statements or other notices to shareholders, including printing costs; (14) insurance premiums for fidelity bond and other insurance coverage, including the Trusts allocable portion of the fidelity bond, trustees and officers errors and omissions liability insurance, including independent trustees liability insurance, and any other insurance premium; (15) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; (16) brokerage commissions, assignment fees and other costs in connection with the purchase, holding or sale of securities and other investment instruments (including, without limitation, security settlement costs; (17) expenses incidental to holding meetings of the Trusts shareholders, including proxy solicitations therefor; provided, however, that the Trust will not bear such expenses with respect to any meeting of the Trusts shareholders held for the purpose of seeking approval of a new investment sub-advisory agreement in connection with a change of control of the Sub-Adviser; (18) unusual, non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust is a party and legal obligations that the Trust may have to indemnify the Trusts directors, officers and/or employees or agents with respect to these actions, suits or proceedings; and (19) all other expenses incurred by the Trust in connection with administering the Trusts business.B-810. Compensation of the Sub-Adviser(a) The Trust agrees to pay to the Sub-Adviser, and the Sub-Adviser agrees to accept as full compensation for all services rendered by the Sub-Adviser under this Agreement, a monthly fee in arrears in an amount equal to the specified percentage of the advisory fee payable to the Adviser from the Trust (the Sub-Advisory Fee):Average Daily Managed AssetsSub-Adviser Percentage of Management Fees / (Fee Rate)Type of Fee SplitFirst $175 million55% / (0.44%)AbsoluteGreater than $175 million and up to $25050% / (0.40%)BlendedOver $250 million*50% / (0.40%)Absolute* If the Trusts Daily Managed Assets exceed $250 million for a period of more than 10 consecutive trading days, the Trusts management fee split will be reset to 50% to the Sub-Adviser and 50% to the Adviser on an Absolute Fee Split basis.(b) For any period less than a month during which this Agreement is in effect, the fee shall be prorated according to the proportion which such period bears to a full month of 28, 29, 30 or 31 days, as the case may be.(c) Blended Fee Split means the total sub-advisory fees paid to the Sub-Adviser will be a result of different sub-advisory fee rates assessed to different asset levels. By way of example, in a theoretical scenario in which the Trust has Managed Assets of $200 million, the resulting Sub-Advisory Fees for the Sub-Adviser will be equal to (0.44% x $175 million) + (0.40% x $25 million), with a Blended Fee Split of 0.431%.(d) Absolute Fee Split means the total sub-advisory fees paid to the Sub-Adviser will be a result of the applicable fee rate multiplied by all of the Trusts Managed Assets.(e) Managed Assets means the total assets of the Trust, including the assets attributable to the proceeds from financial leverage (including through the issuance of preferred shares or the issuance of senior securities representing indebtedness), minus liabilities, other than liabilities related to any financial leverage.(f) For purposes of this Agreement, the total assets of the Trust shall be calculated pursuant to the procedures adopted by resolutions of the Trusts Board of Trustees for calculating the value of the Trusts assets.(g) The Sub-Adviser may elect from time to time, in its sole discretion, to waive its right to receipt of all or a portion of the Sub-Advisory Fee.11. Representations and Warranties(a) The Trust represents and covenants to the Sub-Adviser as follows:(i) The Trust is duly organized and validly existing under the laws of the State of Delaware with the power to own and possess its assets.B-9(ii) The execution, delivery and performance by the Trust of this Agreement are within the Trusts powers and have been duly authorized by all necessary actions of the Board of Trustees, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (1) any provision of applicable law, rule or regulation, (2) the Trusts governing instruments, or (3) any agreement, judgment, injunction, order, decree or other instruments binding upon the Trust.(iii) The Trust is, or will be prior to commencing operations, registered as a closed-end management investment company under the 1940 Act and the Trusts shares are, or will be prior to commencing operations, registered under the Securities Act of 1933, as amended, and under any applicable state securities laws, or exempt from such registration.(iv) Prior to the Sub-Adviser commencing services under this Agreement, the Trust will have legal title to the assets in the Trust and no restrictions shall exist as to the ownership or transfer of such assets unless specifically set forth in this Agreement.(b) The Adviser represents and covenants to the Sub-Adviser as follows:(i) The Adviser is duly organized and validly existing under the laws of the State of Delaware.(ii) The execution, delivery and performance by the Adviser of this Agreement are within the Advisers powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance of this Agreement by the parties to this Agreement, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (1) any provision of applicable law, rule or regulation, (2) the Advisers governing instruments, or (3) any agreement, judgment, injunction, order, decree or other instruments binding upon the Adviser.(iii) This Agreement constitutes a valid and binding obligation of the Adviser, enforceable against the Adviser in accordance with its terms, except to the extent such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, or similar laws affecting the rights of creditors generally and by general equity principles.(iv) The Adviser is not prohibited by the 1940 Act or B-10the Advisers Act from serving as investment adviser to the Trust.(v) The Adviser hereby acknowledges receipt of Sub-Advisers Form ADV, Part 2 before, or at the time of, signing this Agreement.(c) The Sub-Adviser represents and covenants to the Adviser and the Trust as follows:(i) The Sub-Adviser is duly organized and validly existing under the laws of the State of Wisconsin.(ii) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Advisers powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance of this Agreement by the parties to this Agreement, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (1) any provision of applicable law, rule or regulation, (2) the Sub-Advisers governing instruments, or (3) any agreement, judgment, injunction, order, decree or other instruments binding upon the Sub-Adviser.(iii) This Agreement constitutes a valid and binding obligation of the Sub-Adviser, enforceable against the Sub-Adviser in accordance with its terms, except to the extent such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, or similar laws affecting the rights of creditors generally and by general equity principles.(iv) The Sub-Adviser is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement.12. Certain InformationThe Adviser shall promptly notify the Sub-Adviser, and the Sub-Adviser shall promptly notify the Trust and the Adviser in writing of the occurrence of any of the following events:(a) such party failing to be registered as an investment adviser under the Advisers Act;(b) such party having been served or otherwise have notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Trust;(c) the occurrence of any change in control of such party or any parent of such party within the meaning of the 1940 Act; or B-11(d) the occurrence of any material adverse change in the business or financial position of such party. 13. Limitation on LiabilityThe Sub-Adviser will not be liable for any error of judgment or mistake of law or for any loss suffered by Sub-Adviser, the Adviser or by the Trust in connection with the performance of this Agreement, except a loss resulting from a breach of a fiduciary duty with respect to the receipt of compensation for services or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder). Nothing herein shall constitute a waiver or restriction of any partys rights under applicable federal or state securities laws.14. IndemnificationThe Trust shall indemnify, defend and protect the Sub-Adviser, its members and their respective officers, managers, partners, parent, corporate group affiliates, agents, employees, controlling persons, members, and any other person affiliated with any of them (collectively, the Indemnified Parties) (each of whom shall be deemed a third party beneficiary hereof) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Trust or its security holders) arising out of or otherwise based upon the performance of any of the Sub-Advisers duties or obligations under this Agreement or otherwise as an investment adviser of the Trust. Notwithstanding the foregoing provisions of this Section 14 to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Trust or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of any Indemnified Partys duties or by reason of the reckless disregard of the Sub-Advisers duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder).15. Duration and Termination(a) This Agreement shall become effective as of the Effective Date and, unless sooner terminated with respect to the Trust as provided herein, shall continue in effect for a period of two years. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Trust for successive periods of 12 months, provided such continuance is specifically approved at least annually by both:(i) the vote of a majority of the Trusts Board of Trustees or the vote of a majority of the outstanding voting securities of the Trust at the time outstanding and entitled to vote, and B-12(ii) the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. (b) Notwithstanding the foregoing, this Agreement may be terminated by (i) the Adviser or the Trust at any time, without the payment of any penalty, upon giving the Sub-Adviser 60 days notice (which notice may be waived by the Sub-Adviser), provided that such termination by the Trust shall be directed or approved by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Trust at the time outstanding and entitled to vote, or (ii) the Sub-Adviser on 60 days written notice to the Trust and the Adviser (which notice may be waived by the Trust or the Adviser on behalf of both the Trust and the Adviser). (c) This Agreement will immediately terminate in the event of its assignment and will immediately terminate upon any termination of the Investment Advisory Agreement between the Trust and the Adviser.(d) As used in this Agreement, the terms majority of the outstanding voting securities, interested person and assignment shall have the same meanings of such terms in the 1940 Act.(e) The terms of Sections 5, 7, 10, 13, 14, 18, 19 and 20 of this Agreement shall survive the termination of this Agreement.16. NoticesAny notice under this Agreement shall be in writing to the other parties and shall be considered as properly given or made if (a) sent by overnight delivery by a nationally recognized air courier service, (b) sent by electronic mail with no receipt of error in the delivery, or (c) mailed by registered or certified mail, return receipt requested, and if addressed to the respective address listed below:If to Adviser, to: XA Investments, LLC 321 North Clark Street #2430 Chicago, IL 60654 Attention: General CounselIf to the Trust, to:Madison Covered Call & Equity Strategy Fund 321 North Clark Street #2430 Chicago, IL 60654 Attention: Chief Executive OfficerIf to Sub-Adviser, to:Madison Investment Holdings, Inc. 550 Science Drive Madison, WI 53711 Attention: Steven A. Carlor at such address as the other party may designate from time to time for the receipt of such notice and shall be deemed effective on receipt.17. Amendment of this AgreementNo provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. Any amendment of this Agreement shall be subject to the 1940 Act.B-1318. Governing LawThis Agreement shall be governed by and construed in accordance with the laws of the State of Delaware for contracts to be performed entirely therein without reference to choice of law principles thereof and in accordance with the applicable provisions of the 1940 Act. WAIVER OF JURY TRIAL AND PUNITIVE DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND ANY RIGHT TO SEEK PUNITIVE OR CONSEQUENTIAL DAMAGES.19. Use of the NameThe Sub-Adviser has consented to the use by the Trust of the name or identifying word Madison in the name of the Trust. Such consent is conditioned upon the employment of the Sub-Adviser as the investment sub-adviser to the Trust. The name or identifying word Madison may be used from time to time solely in connection with the Sub-Advisers services under this Agreement. The Sub-Adviser may require the Trust to cease using Madison in the name of the Trust, if the Trust ceases to employ, for any reason, the Sub-Adviser, any successor thereto or any affiliate thereof as investment sub-adviser of the Trust. If so required by the Sub-Adviser, the Trust will cease using Madison in its name as promptly as practicable and make all reasonable efforts to remove Madison from its name.20. Miscellaneous(a) The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.(b) If any provision of this Agreement is invalid, illegal, or unenforceable under applicable law of mandatory application, the validity, legality, and enforceability of that provision or condition in other instances and of the remaining provisions and conditions are not in any way affected thereby. (c) Nothing contained in this Agreement will be deemed to require the Trust to take any action contrary to the Trusts Amended and Restated Agreement and Declaration of Trust or By-laws, as they may be amended and/or restated from time to time, with notice to the Sub-Adviser, or any applicable statute or regulation, or to relieve or deprive the Board of Trustees of its responsibility for and control of the conduct of the affairs of the Trust. (d) This Agreement shall be binding on, and shall inure to the benefit of the parties hereto and their respective successors.(e) This Agreement may be executed in counterparts by the parties hereto, each of which when executed is deemed to be an original and all of which together are deemed to be one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.B-14(f) This Agreement constitutes the entire understanding and agreement, and supersedes any and all other proposals, understandings, and agreements among the parties with respect to the subject matter hereof.IN WITNESS WHEREOF, the parties hereto have caused the foregoing instrument to be executed by their duly authorized officers, all as of the day and the year first above written.MADISON COVERED CALL & EQUITY STRATEGY FUNDBy: Name: Title: XA INVESTMENTS LLCBy: Name: Title: MADISON ASSET MANAGEMENT, LLCBy: Name: Title: B-15EXHIBIT COTHER FUNDS WITH SIMILAR INVESTMENT OBJECTIVESMadison. The table below provides information regarding other registered investment companies managed by Madison which have a similar investment objective as the Fund.Name of Other FundOther Funds Investment ObjectiveAdvisers Management FeeNet Assets as of December 31, 2023Has Adviser Agreed to Waive or Reduce its Management Fee under any Applicable Contract?Madison Covered Call & Equity Income FundSeeks to provide consistent total return and, secondarily, to provide a high level of income and gains from option premiums.0.85%$261,020,326NoMadison Covered Call ETFSeeks to provide consistent total return and secondarily, to produce a high level of income and gains.0.90%1$82,690,175No1 Pursuant to an investment advisory agreement between Madison and the Madison ETFs Trust, on behalf of each series thereof (each, a Series), each Series has agreed to pay an annual unitary management fee to Madison. This unitary management fee is designed to pay each Series expenses and to compensate Madison for the services it provides to each Series. Out of the unitary management fee, Madison pays substantially all expenses of each Series, including the cost of investment management services, transfer agency, custody, fund administration, legal, audit and other service and license fees. The unitary fee does not cover, and therefore, each Series pays directly, interest, taxes, brokerage commissions, acquired fund fees and expenses and other expenses connected with the execution of portfolio transactions, distribution, and service fees payable pursuant to a Rule 12b-1 plan, if any, and extraordinary expenses.XAI. XAI does not manage other registered investment companies which have a similar investment objective as the Fund.C-1THIS PAGE INTENTIONALLY LEFT BLANKEVERY VOTE IS IMPORTANTMADISON COVERED CALL & EQUITY STRATEGY FUNDPO Box 43131Providence, RI 02940-3131VOTING OPTION:VOTE ON THE INTERNETLog on to:www.proxy-direct.comor scan the QR codeFollow the on-screen instructionsavailable 24 hoursVOTE BY PHONECall 1-800-337-3503Follow the recorded instructionsavailable 24 hoursVOTE BY MAILVote, sign and date this Proxy Card and return in the postage-paid envelopePlease detach at perforation before mailing.PROXYMADISON COVERED CALL & EQUITY STRATEGY FUNDSPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 15, 2024THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES. Greg D. Hoppe and Kyle Schalow (the Proxyholders), or any of them, each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Special Meeting of shareholders of the Madison Covered Call & Equity Strategy Fund (the "Fund"), to be held on Tuesday, October 15, 2024 at 9:00 a.m., local time at the offices of Madison Asset Management, LLC, 550 Science Drive, Madison, Wisconsin 53711, and any adjournments or postponements thereof.Shares represented by this proxy card when properly executed will be voted in the manner directed herein by the shareholder, and in the discretion of such proxies, upon any and all other matters as may properly come before the Special Meeting or any adjournment or postponement thereof. If no direction is made, on a properly executed card, this proxy will be voted "FOR" the proposals. If any of the Trustee nominees for any reason are unable or unwilling to serve, the Proxyholders will vote for the election of such other person as they may consider qualified. The shareholder hereby acknowledges receipt of this Notice of Special Meeting and Proxy Statement for the Special Meeting to be held on October 15, 2024.VOTE VIA THE INTERNET: www.proxy-direct.comVOTE VIA THE TELEPHONE: 1-800-337-3503MCC__34064_062724PLEASE MARK, SIGN, AND DATE ON THE REVERSE SIDE AND RETURN THE PROXY CARD USING THE ENCLOSED ENVELOPE.xxxxxxxxxxxxxx codeEVERY SHAREHOLDERS VOTE IS IMPORTANTImportant Notice Regarding the Availability of Proxy Materials for theSpecial Meeting to Be Held on October 15, 2024.The Proxy Statement for this meeting is available at:https://www.madisonfunds.com/MCNproxyPlease detach at perforation before mailing. TO VOTE, MARK BOXES BELOW IN BLUE OR BLACK AS SHOWN IN THIS EXAMPLE: xA.Proposals. THE BOARD RECOMMENDS YOU VOTE FOR THE FOLLOWING PROPOSALS: FOR AGAINST ABSTAIN 1. To approve a new investment advisory agreement between the Fund and XA Investments, LLC. FOR AGAINST ABSTAIN2. To approve a new investment subadvisory agreement among the Fund, Madison Asset Management, LLC and XA Investments, LLC. 3. To approve the election of five trustees to the Board of Trustees. FOR WITHHOLD01. Danielle Cupps* 02. Gregory Dingens** 03. Philip Franklin** 04. Scott Craven Jones*** 05. William Meyers*** *Class I Trustee to serve until the Funds 2027 Annual Meeting of Shareholders or until her successor shall have been elected and qualified.**Class II Trustee to serve until the Funds 2025 Annual Meeting of Shareholders or until his successor shall have been elected and qualified.***Class III Trustee to serve until the Funds 2026 Annual Meeting of Shareholders or until his successor shall have been elected and qualified.B. Authorized Signatures This section must be completed for your vote to be counted. Sign and Date Below.Note: Please sign exactly as your name(s) appear(s) on this proxy card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature.Date (mm/dd/yyyy) Please print date belowSignature 1 Please keep signature within the boxSignature 2 Please keep signature within the boxScanner bar code xxxxxxxxxxxxxx MCC 34064 xxxxxxxx Class I Trustee, since 2017; current term ends 2026Clearwater Capital Management (investment advisory firm), Naples, FL, Chair and Chief Executive Officer, 1998 Present.34Madison Funds (15 open end funds) and Ultra Series Fund (14 open end funds), 2004 Present; Madison ETFs (4 open end funds), June 2023 Present. Clearwater Capital Management (investment advisory firm), Naples, FL, Chair and Chief Executive Officer, 1998 Present.34Madison Funds (15 open end funds) and Ultra Series Fund (14 open end funds), 2004 Present; Madison ETFs (4 open end funds), June 2023 Present. Madison Funds (15 open end funds) and Ultra Series Fund (14 open end funds), 2004 Present; Madison ETFs (4 open end funds), June 2023 Present. Name and Year of Birth Position(s) Held with Fund and Length of Time Served Principal Occupation(s)During the Past Five YearsNumber of Portfolios Overseen inMadison Fund Complex (1)Other Directorshipsheld by TrusteeScott C. Jones1962Class II Trustee, since 2021; current term ends 2027See Mr. Jones biographical information in table above under the heading New Board of Trustees Nominees.16See Mr. Jones biographical information in table above under the heading New Board of Trustees Nominees.Steven P. Riege1954Class III Trustee, since 2015; current term ends 2025Ovation Leadership (management consulting), Milwaukee, WI, Owner/President, 2001 Present.Madison Funds (15 open end funds) and Ultra Series Fund (14 open end funds), 2005 Present; Madison ETFs (4 open end funds), June 2023 PresentInterested TrusteesJill M. Friedow(2)1964Class II Trustee, since 2023; current term ends 2027Vice President, 2023 PresentMadison Investment Holdings, Inc. (MIH), Madison Investment Advisors, LLC (MIA) and Madison Asset Management, LLC (Madison), Chief Technology Officer & Director of Operations, 2019-Present; Vice President & Director of Operations, 2010 - 2019; Vice President & Operations Manager, 2003-2010; Operations Manager, 1999-2003.30Madison Funds (15 open end funds) and Ultra Series Fund (14 open end funds), 2023 Present.(1) The term Madison Fund Complex refers to (i) the Madison Funds with 15 portfolios, (ii) the Ultra Series Fund with 14 portfolios, (iii) the Madison ETFs Trust with 4 active portfolios, and (iv) the Fund.(2) Ms. Friedow is an interested person of the Fund because of her position with Madison.For the Funds last fiscal year, the Current Board met five times. Each member of the Current Board attended 100% of the board meetings and the meetings of the board committees on which the trustee served during such period. Shareholders wishing to communicate with the Current Board or individual trustees should send such correspondence to the offices of Madison, 28550 Science Drive, Madison, Wisconsin 53711, c/o MCN, Secretary. Shareholder communications will be sent directly to the applicable board member(s). The Fund currently does not have a policy with respect to board members attendance at shareholder meetings.Current Executive Officers of the FundThe following table sets forth information concerning the current executive officers of the Fund, each of whom is expected to resign following the Closing of the Transaction, as the New Board is expected to appoint executive officers from the XAI organization and/or service providers to XAI. Jill Friedow is a Vice President of the Fund, and her biographical information is provided under the heading Information about the Current Board of Trustees, above. The mailing address for each current executive officer is 550 Science Drive, Madison, Wisconsin 53711.Name and Year of BirthPosition(s) Held with FundTerm of Office and Length of Time ServedPrincipal Occupation(s) During Past Five YearsPatrick F. Ryan1979PresidentSince March 2020Madison and MIA, Head of Multi-Asset Solutions and Portfolio Manager, 2018 Present; Madison Funds and Ultra Series Fund, President, March 2020 - Present; Madison ETFs, President, June 2023 PresentSteve J. Fredricks1970Chief Compliance Officer and Assistant SecretarySince 2018Madison and MIA, Chief Legal Officer, March 2020 Present and Chief Compliance Officer, 2018 Present; Madison Funds and Ultra Series Fund, Chief Compliance Officer and Assistant Secretary, 2018 - Present; Madison ETFs, Compliance Officer and Assistant Secretary, June 2023 Present; Jackson National Asset Management, LLC, Senior Vice President and Chief Compliance Officer, 2005 2018Greg D. Hoppe1969Vice President;Chief Financial OfficerSince March 2020; Since 2019MIH and MIA, Vice President, 1999 - Present; Madison, Vice President, 2009 Present; Madison Funds and Ultra Series Fund, Chief Financial Officer, 2019 - Present; Madison ETFs, Chief Financial Officer and Treasurer, June 2023 Present29Name and Year of BirthPosition(s) Held with FundTerm of Office and Length of Time ServedPrincipal Occupation(s) During Past Five YearsKyle Schalow1995Assistant TreasurerSince July 2024Madison and MIA, Senior Accountant, 2022 - Present; Madison Funds, Ultra Series Fund and Madison ETFs Trust, Assistant Treasurer, July 2024 PresentBaker Tilly US LLP, Senior Accountant, 2018 2022Terri Wilhelm1968Secretary;Assistant SecretarySince July 2024; from 2022 - June 2024Madison and MIA, Senior Compliance Analyst, September 2022 Present; Madison Funds and Ultra Series Fund, Secretary, July 2024 - Present and Assistant Secretary 2022 June 2024; Madison ETFs, Secretary July 2024 - Present and Assistant Secretary, June 2023 July 2024;State of Wisconsin Investment Board, Senior Paralegal, 2017 2022Brandon Redwing1979Assistant Secretary andAnti-Money Laundering OfficerSince July 2024Madison and MIA, Mutual Fund Operations Manager, April 2024 - Present; Madison Funds, Ultra Series Fund and Madison ETFs Trust, Assistant Secretary and Anti-Money Laundering Officer, July 2024 Present. SS&C Technologies, Client Relationship Manager 2020 March 2024Current Board Committees, Leadership Structure and Risk Oversight Committees. The Current Board has determined that the efficient conduct of the trustees affairs makes it desirable to delegate responsibility for certain specific matters to committees of the Current Board. The committees meet as often as necessary, either in conjunction with regular meetings of the trustees or otherwise. The Current Board currently has two standing committees: the Audit Committee and the Nominating and Governance Committee.Audit Committee. The Current Board has an Audit Committee which is comprised of Richard E. Struthers (Chair), Steven P. Riege and Scott C. Jones. In addition to being independent trustees, as defined under the 1940 Act, each of these trustees also meets the additional independence requirements set forth in the NYSE Listed Company rules. The Audit Committee is charged with selecting an independent registered public accounting firm for the Fund and reviewing accounting matters with the Funds independent registered public accounting firm. The Audit Committee 30of the Current Board met four times during the last fiscal year. The Audit Committee presents the following report:The Audit Committee: (i) reviewed and discussed with management of the Fund the audited financial statements of the Fund for the fiscal year ended December 31, 2023; (ii) discussed with the Funds independent registered public accounting firm the matters required to be discussed under Public Company Accounting Oversight Board ("PCAOB") Auditing Standard No. 16, Communications with Audit Committee and all other communications required by other PCAOB Standards or Rules; and (iii) received the written disclosures and the letter from the Funds independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent accountants communications with the Audit Committee concerning the independence of the Funds independent registered public accounting firm. Based on these reviews and discussions, the Audit Committee recommended to the Current Board that the financial statements be included in the Funds Annual Report for the fiscal year ended December 31, 2023 and filed with the SEC.The Audit Committee is governed by a written charter, the most recent version of which was approved by the Current Board on May 23, 2024 (the Audit Committee Charter). In accordance with proxy rules promulgated by the SEC, the Funds Audit Committee Charter is required to be filed at least once every three years as an exhibit to the Funds proxy statement, and was last filed in 2022 as Attachment A to the Funds proxy statement. It is also available on the Funds website at www.madisonfunds.com. You may request a hard copy of the Audit Committee Charter to be mailed to you by calling the Fund toll-free at 1-800-767-0300.Nominating & Governance Committee. The Current Board has a Nominating & Governance Committee which is comprised of Steven P. Riege (Chair), Richard E. Struthers and Scott C. Jones. In addition to being independent trustees, as defined under the 1940 Act, each of these trustees also meets the additional independence requirements set forth in the NYSE Listed Company rules. The Nominating & Governance Committee of the Current Board met four times during the last fiscal year.The Nominating & Governance Committee is governed by a written charter, the most recent version of which was approved by the Current Board on February 22, 2024 (the Nominating & Governance Committee Charter). In accordance with proxy rules promulgated by the SEC, the Funds Nominating & Governance Committee Charter is required to be filed at least once every three years as an exhibit to the Funds proxy statement, and was last filed in 2022 as Attachment B to the Funds proxy statement. It is also available on the Funds website at www.madisonfunds.com. You may request a hard copy of the Nominating & Governance Committee Charter to be mailed to you by calling the Fund toll-free at 1-800-767-0300.As part of its duties, the Nominating & Governance Committee makes recommendations to the full Current Board with respect to candidates for the board. The Nominating & Governance Committee also will consider 31trustee candidates recommended by shareholders. In considering candidates submitted by shareholders, the Nominating & Governance Committee will take into consideration the needs of the board and the qualifications of the candidate. To have a candidate considered by the Nominating & Governance Committee, a shareholder must submit the recommendation in writing and must include the information required by the Procedures for Shareholders to Submit Nominee Candidates, which are set forth in Appendix A to the Nominating & Governance Committee Charter. The shareholder recommendation must be sent to the Funds Secretary, c/o Madison Asset Management, LLC, 550 Science Drive, Madison, Wisconsin 53711.Leadership Structure. The Current Board is relatively small and operates in a collegial atmosphere. Although no member is formally charged with acting as Chair, Mr. Ryan, the President of the Fund, acts as the Chairperson of board meetings. All Current Board members are expected to provide their input into establishing the boards meeting agenda. Likewise, each Current Board meeting contains a standing agenda item for any board member to raise new or additional items he or she believes is important in connection with Fund governance. The Current Board has charged Mr. Riege with acting as the lead independent trustee for purposes of communicating with Madison, the Funds Chief Compliance Officer, counsel to the independent trustees and Fund counsel on matters relating to the Current Board as a whole. The independent trustees often meet in executive session without representatives of Madison present (including meetings with counsel, the Chief Compliance Officer, and the Funds independent public accounting firm).Current Boards Role in Risk Oversight. Madison is responsible for the overall risk management of the Fund, which includes supervising its affiliated and third-party service providers and identifying and mitigating possible events that could adversely impact the Funds business, operations or performance. Risks to the Fund include investment, legal, compliance and regulatory risks, as well as the risk of operational failure or lack of business continuity. The Current Board oversees risk management of the Funds investment programs through the Audit Committee and through oversight by the Current Board itself. The Chief Compliance Officer of the Fund, who reports directly to the independent trustees, provides the Current Board with quarterly updates and a comprehensive annual report regarding the processes and controls in place to address regulatory, compliance, legal and operational risk. The Current Board exercises its oversight in conjunction with Madison, the Funds Chief Compliance Officer, Fund counsel and counsel to the independent trustees by requesting reports and presentations at regular intervals throughout the year. Additionally, the Audit Committee receives periodic reports from the Funds independent accountants. The Current Boards committee structure requires an independent trustee to serve as chair of the Nominating & Governance Committee and the Audit Committee. The Current Board receives regular written reports describing and analyzing the investment performance of the Fund. In addition, the portfolio managers of the Fund meet with the Current Board periodically to discuss portfolio performance and answer the Boards questions with respect to portfolio strategies and risks. The Current Board also receives regular written reports from the Funds Chief Financial Officer that enable the Board to monitor the number of fair valued securities in the Funds portfolio, the reasons for the fair valuation and the methodology used to arrive at the fair value. Such reports 32also include information concerning illiquid securities within the Funds portfolio. The Current Board and/or the Audit Committee may also review valuation procedures and pricing results with the Funds independent auditors in connection with the review of the results of the audit of the Funds year-end financial statements. The Current Board also receives regular compliance reports prepared by the compliance staff of Madison, and meets regularly with the Funds Chief Compliance Officer to discuss compliance issues, including compliance risks. As required under applicable rules, the independent trustees meet regularly in executive session with the Funds Chief Compliance Officer. The Current Board also adopts compliance policies and procedures for the Fund and approves such procedures as appropriate for certain of the Funds service providers. The compliance policies and procedures are specifically designed to detect and prevent violations of the federal securities laws.The Current Board recognizes that it is not possible to identify all of the risks that may affect the Fund or to develop processes and controls to eliminate or mitigate their occurrence or effects. The Current Board periodically reviews the effectiveness of its oversight of the Fund and the processes and controls in place to limit identified risks. The Current Board may, at any time and in its discretion, change the manner in which it conducts its risk oversight role.Given the small size of the Current Board, its committee structure, the openness of Current Board meetings to active input by all Current Board members, its utilization of executive sessions, the role of the lead independent trustee and the Current Boards quarterly focus on compliance and risk management, the Current Board has determined that its current leadership structure is appropriate for the protection of Fund investors.New Board Proposed Committees, Leadership Structure and Risk Oversight Committees. It is expected that the New Board will establish two standing committees, an Audit Committee and a Governance Committee. The committees are expected to meet as often as necessary, either in conjunction with regular meetings of the trustees or otherwise.Audit Committee. The Audit Committee will be generally responsible for reviewing and evaluating issues related to the accounting and financial reporting policies and internal controls of the Fund and, as appropriate, the internal controls of certain service providers, overseeing the quality and objectivity of the Funds financial statements and the audit thereof and acting as a liaison between the New Board and the Funds independent registered public accounting firm. It is expected that the Audit Committee will be composed entirely of independent trustees. The Audit Committee will be governed by a written Audit Committee Charter, which will be approved by the New Board at its first meeting. Once approved, a copy of the Audit Committee Charter will be available on the Funds website at www.xainvestments.com.Governance Committee. The Governance Committee will be responsible for recommending qualified candidates to the New Board in the event that a position is vacated or created. In considering trustee nominee candidates, the Governance Committee will take into account a wide variety of factors, including the overall diversity of the New Boards composition. It is expected that the Governance Committee will be composed entirely of 33independent trustees. It is anticipated that the Governance Committee will consider recommendations by shareholders if a vacancy were to exist. In considering candidates recommended to the Governance Committee by shareholders, the Governance Committee will take into consideration the needs of the New Board and the qualifications of the candidate. The Governance Committee may also take into consideration the number of shares held by the recommending shareholder and the length of time that such shares have been held. In order to be considered, following the Closing Date, such recommendations should be forwarded to the Secretary of the Fund, c/o XA Investments LLC, 321 North Clark Street, Suite 2430, Chicago, Illinois 60654. The Governance Committee will be governed by a written Governance Committee Charter, which will be approved by the New Board at its first meeting. Once approved, a copy of the Governance Committee Charter will be available on the Funds website at www.xainvestments.com.Leadership Structure. The primary responsibility of the New Board will be to represent the interests of the Fund and its shareholders, and to provide oversight of the management of the Fund. The New Board will be comprised of five trustees, four of whom (including the chairperson) are independent trustees and one of whom is an interested trustee. Generally, the New Board will act by majority vote of all the trustees, including a majority vote of the independent trustees if required by applicable law.It is proposed that Mr. Dingens will be appointed as the independent chairperson, who will preside at meetings of the New Board and who will be responsible for, among other things, setting the tone of New Board meetings and seeking to encourage open dialogue and independent inquiry among the New Trustees and management. The New Board will meet regularly four times each year to discuss and consider matters concerning the Fund, and also hold special meetings to address matters arising between regular meetings. Regular meetings generally will take place in-person; other meetings may take place in-person or by telephone. The New Board will establish two standing committees (as described above) and will delegate certain responsibilities to those committees, each of which will be comprised solely of independent trustees. The New Board and its committees will meet periodically throughout the year to oversee the Funds activities, review contractual arrangements with service providers, review the Funds financial statements, oversee compliance with regulatory requirements, and review performance. The independent trustees will be represented by independent legal counsel at board and committee meetings and will regularly meet outside the presence of Fund management. The New Board believes that this leadership structure, including an independent chairperson, a supermajority of independent trustees and committee membership limited to independent trustees, is appropriate in light of the characteristics and circumstances of the Fund.New Boards Role in Risk Oversight. The New Board will oversee risk directly and through the committee structure it intends to establish. As described above, the New Board expects to establish an Audit Committee and a Governance Committee to assist in its oversight functions, including its oversight of the risks of the Fund. Each committee will report its activities to the New Board on a regular basis. The New Board intends to adopt and periodically review policies, procedures and controls designed to address different types of risks, including, among others, investment risk, liquidity risk, operational risk, and valuation risk, as well as the overall business risk 34relating to the Fund. The New Board will also oversee the implementation of a variety of processes, procedures and controls by the Fund, XAI, Madison and other service providers to the Fund to address various risks. In addition, as part of the New Boards anticipated periodic review of the Funds service provider agreements, including agreements with XAI and Madison, the New Board may consider risk management aspects of the service providers operations and the functions for which they are responsible.The New Board will appoint a Chief Compliance Officer for the Fund, who will oversee the development of compliance policies and procedures of the Fund that are reasonably designed to minimize the risk of violations of the federal securities laws. The Chief Compliance Officer will report directly to the New Boards independent trustees, and will provide presentations to the New Board at its quarterly meetings and an annual report on the application of the compliance policies. The New Board will discuss relevant risks affecting the Fund with the Chief Compliance Officer at these meetings. The New Board will approve compliance policies and will review the Chief Compliance Officers reports. Further, the New Board will annually review the effectiveness of the compliance policies, as well as the appointment and compensation of the Chief Compliance Officer.The New Board will require officers of the Fund to report to the New Board on a variety of matters at regular and special meetings of the New Board and its committees, as applicable, including matters relating to risk management. The Audit Committee will also receive reports from the Funds independent registered public accounting firm on internal control and financial reporting matters. In addition, the New Board will receive reports from XAI and Madison on the investments and securities trading of the Fund. The New Board will also require XAI and Madison to report to the New Board on other matters relating to risk management on a regular and as-needed basis.Board CompensationThe following table sets forth the compensation paid to each member of the Current Board by the Fund for the Funds fiscal year ended December 31, 2023. In addition, all independent trustees are reimbursed for reasonable travel and out-of-pocket expenses incurred to attend meetings of the Current Board or its committees. The Funds interested trustees and officers receive no compensation from the Fund for performing the duties of their office. 35Trustee NameAggregate Compensationfrom FundTotal Compensation from Fund and Madison Fund Complex(1)Scott C. Jones$12,000$74,000Steven P. Riege(2)$13,000$123,000Richard E. Struthers$12,000$115,000(1) The term Madison Fund Complex refers to (i) the Madison Funds with 15 portfolios, (ii) the Ultra Series Fund with 14 portfolios, (iii) the Madison ETFs Trust with 4 active portfolios, and (iv) the Fund. (2) As lead independent trustee, Mr. Riege receives an additional $8,000 from the Madison Fund Complex, $1,000 of which is allocated to the Fund.Board Transactions with Fund AffiliatesAs of the date hereof, none of the independent trustees on the Current Board, the nominees for independent trustee on the New Board, nor their immediate family members owned beneficially or of record any securities of Madison, XAI, or any of their affiliates. In addition, during the past five years, neither the independent trustees on the Current Board, the nominees for independent trustee on the New Board, nor members of their immediate families, had a direct or indirect interest, the value of which exceeds $120,000, in Madison, XAI, or any of their affiliates. Likewise, since the beginning of the last two completed fiscal years of the Fund, neither the independent trustees on the Current Board, the nominees for independent trustee on the New Board, nor members of their immediate families had a direct or indirect interest in any transaction or series of transactions, the value of which exceeds $120,000 and to which any of the following persons was (or is to be) a party: (i) the Fund, (ii) any officer of the Fund, or (iii) Madison, XAI, or any of their affiliates. Consequences of Shareholders not approving the New BoardIf the New Board is not approved by shareholders, the Fund will abandon all three Proposals, and Madison will continue to serve as the investment adviser of the Fund and the Current Board will continue to oversee the Fund. Recommendation of the Board of TrusteesFor the reasons set forth above, the Current Board recommends that shareholders of the Fund vote FOR each New Trustee.36ADDITIONAL INFORMATIONInformation about the FundThe Fund is a closed-end management investment company organized as a Delaware statutory trust. Madison Asset Management, LLC is the investment adviser to the Fund. Madisons principal office is located at 550 Science Drive, Madison, Wisconsin 53711. In addition to investment management services, under the Existing Advisory Agreement, Madison is also responsible for managing the Funds administrative affairs under an Existing Services Agreement, and in this capacity, oversees State Street Bank and Fund Company (State Street), which currently serves as sub-administrator to the Fund. State Streets address is 801 Pennsylvania Avenue, Kansas City, Missouri 64105. The Funds current custodian is State Street, and its current transfer agent is Computershare, 150 Royall Street, Suite 101, Canton, MA 02021. The Fund does not place any brokerage transactions with any affiliates of Madison. XA Investments LLC is proposed to be the new investment adviser to the Fund as a result of the Transaction, with Madison serving as the subadviser to the Fund. XAIs principal office is located at 321 North Clark Street, Suite 2430, Chicago, Illinois 60654. Information about MadisonMadison Asset Management, LLC was founded in 1974, and is a direct, wholly-owned (100% owned) subsidiary of Madison Investment Holdings (MIH), the ultimate corporate parent of Madison. Both Madisons and MIH's principal office is located at 550 Science Drive, Madison, Wisconsin 53711. As of May 31, 2024, Madison and its affiliates managed approximately $25.7 billion in assets, including open-end mutual funds, separately managed accounts and wrap accounts. Exhibit B contains information with respect to other funds managed by Madison which have a similar investment objective as the Fund. The mailing address of principal officers and directors of MIH is 550 Science Drive, Madison, Wisconsin 53711. Information regarding the principal executive officers and directors of Madison is as follows: NameTitle/Principal OccupationSteven CarlChairman of the Board and Board Member of MIH; (Principal Executive Officer; Chief Distribution Officer)Paul LefurgeyBoard Member of MIH(Retired)Frank BurgessBoard Member of MIH(Retired)Richard EisingerBoard Member of MIH(Head of Equities, Portfolio Manager)Information about XAIXA Investments LLC was founded in 2016 by XMS Capital Partners. XAIs principal office is located at 321 North Clark Street, Suite 2430, Chicago, Illinois 60654. As of May 31, 2024, XAI and its affiliates managed $681 million in assets, including two closed-end funds. XAI also provides investment fund restructuring and consulting services focused on closed-end 37funds. Exhibit B contains information with respect to other funds managed by XAI which have a similar investment objective as the Fund. Information regarding the principal executive officers and directors of XAI is as follows:NameTitleJohn Yogi SpenceCo-Chief Executive OfficerTheodore F. BrombachCo-Chief Executive OfficerKimberly Ann FlynnPresidentBenjamin D. McCullochGeneral Counsel & Managing DirectorKevin B. DavisManaging Director & Head of SalesInformation about Independent Registered Public Accounting FirmFor the fiscal years ended December 31, 2022 and December 31, 2023, and the current fiscal year ending December 31, 2024, Deloitte & Touche LLP (D&T) has been selected as the Funds independent registered public accounting firm by the Audit Committee of the Fund to audit the accounts of the Fund. The Fund does not know of any direct or indirect financial interest of D&T in the Fund. Representatives of D&T will not be in attendance at the Meeting.Audit Fees. The aggregate fees billed to the Fund by D&T for professional services rendered for the audit of the Funds annual financial statements for the Funds fiscal years ended December 31, 2022 and December 31, 2023 were approximately $23,950 and $24,450, respectively.Audit-Related Fees. The aggregate fees billed by D&T and approved by the Audit Committee of the Fund for the Funds fiscal years ended December 31, 2022 and December 31, 2023 for assurance and related services reasonably related to the performance of the audit of the Funds annual financial statements were $0 and $0, respectively. D&T did not perform any other assurance and related services that were required to be approved by the Funds Audit Committee for such periods.Tax Fees. The aggregate fees billed by D&T and approved by the Audit Committee of the Fund for the Funds fiscal years ended December 31, 2022 and December 31, 2023 for professional services rendered for tax compliance, tax advice, and tax planning were approximately $4,652 and $4,799, respectively (such fees relate to tax services provided by D&T in connection with the review of the Funds tax returns). D&T did not perform any other tax compliance or tax planning services or render any tax advice that was required to be approved by the Funds Audit Committee for such periods.All Other Fees. Other than those services described above, D&T did not perform any other services on behalf of the Fund for the Funds fiscal years ended December 31, 2022 and December 31, 2023.Audit Committees Pre-Approval Policies and Procedures. As noted above, the Audit Committee is governed by the Audit Committee Charter, which includes Pre-Approval Policies and Procedures. The Audit Committee of the Fund has (i) pre-approved all audit and non-audit services provided by D&T to the Fund, and (ii) all non-audit services provided by D&T to Madison, or any entity controlling, controlled by, or under common control with Madison that provides ongoing services to the Fund which are related to the operations of the Fund (of which there were none), for the fiscal years ended December 3831, 2022 and December 31, 2023. None of the services described above for the Funds fiscal years ended December 31, 2022 and December 31, 2023 were approved by the Audit Committee pursuant to the pre-approval exception under Rule 2-01(c)(7)(i)(c) of Regulation S-X promulgated by the SEC.Voting InformationGeneral; Record Date. The record holders of the outstanding shares of the Fund as of the close of business on July 22, 2024 (the Record Date) are entitled to vote at the Meeting and any adjournment or postponement thereof. Each shareholder is entitled to one vote per share and a fractional vote with respect to fractional shares. Whether you expect to be personally present at the Meeting or not, we encourage you to vote by proxy. You can do this by phone or the Internet or by completing, dating, signing, and returning the accompanying proxy card using the enclosed postage prepaid envelope. By voting by proxy, your shares will be voted as you instruct. If no choice is indicated, your shares will be voted FOR each Proposal, and in the discretion of the persons named as proxies on such other matters that properly may come before the Meeting.Any shareholder giving a proxy may revoke it at any time before it is exercised at the Meeting by submitting to the Secretary of the Fund a written notice of revocation or a subsequently signed proxy card (i.e., a later-dated proxy), or by attending the Meeting and voting in person. A prior proxy can also be revoked by proxy voting again through the website or toll-free number noted on the enclosed proxy card. Proxy cards and written notices of revocation must be received by the Fund prior to the Meeting. If not so revoked, the shares represented by the proxy will be voted at the Meeting and any postponements or adjournments of the Meeting. Attendance by a shareholder at the Meeting does not by itself revoke a proxy.As of the Record Date, the Fund had 21,087,537 shares issued and outstanding.Solicitation of Proxies and Related Costs. The solicitation of proxies will occur principally by mail. In addition to solicitation by mail, certain officers and representatives of the Fund and officers and employees of Madison (who will receive no extra compensation for their services) and representatives of the Funds proxy solicitor, Computershare, may solicit proxies by telephone, the Internet, facsimile, letter, or other electronic means. If instructions are recorded by telephone, the person soliciting the proxies will use procedures designed to authenticate shareholders identities to allow shareholders to authorize the voting of their shares in accordance with their instructions, and to confirm that a shareholders instructions have been properly recorded.The expenses incurred in connection with preparing the Proxy Statement and its enclosures and all related legal and proxy solicitation expenses will be paid by Madison and/or XAI. These expenses are estimated to be approximately $250,000.Quorum. In order for a vote on any Proposal to be taken at the Meeting, there must exist a quorum of shareholders of the Fund eligible to vote on such Proposal. To have a quorum, the holders of a majority of the shares entitled to vote on each Proposal must be present in person or by proxy at the Meeting. 39For this purpose, whether a quorum exists is determined on a Proposal-by-Proposal basis.Abstentions and Broker Non-Votes. For purposes of determining the presence of a quorum for each Proposal, abstentions and broker non-votes are treated as present. Broker non-votes occur when a nominee holding shares for a beneficial owner does not vote on a Proposal because the nominee does not have discretionary voting powers with respect to that Proposal and has not received instructions from the beneficial owner. Abstentions and broker non-votes have the effect of a vote against Proposals 1 and 2, while abstentions and broker non-votes have no effect on the outcome of Proposal 3. Adjournment. It may become necessary from time to time to adjourn the Meeting in order to allow more time to solicit additional proxies, as necessary, if there are insufficient votes at the time of the Meeting to constitute a quorum or to approve any Proposal. Under the Funds governing documents, any meeting of shareholders, whether or not a quorum is present, may be adjourned from time to time by: (i) the vote of the majority of the shares represented at that meeting, either in person or by proxy; or (ii) in his or her discretion by the chairperson of the meeting. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting. Accordingly, if a quorum is not present at the Meeting with respect to any Proposal, it is expected that the holders of proxies will vote to authorize the adjournment of the Meeting with respect to such Proposal(s) in order to solicit additional proxies. Even if a quorum is present at the Meeting with respect to some or all Proposals, but there are insufficient votes to approve a Proposal, it is also expected that the holders of proxies will vote to authorize the adjournment of the Meeting to solicit additional proxies with respect to such Proposal(s). If the Meeting is adjourned, the adjourned meeting must be held not later than 180 days after the Record Date and may be held without further notice, other than an announcement at the Meeting in accordance with the Funds governing documents and as permitted under Delaware law. Votes Required to Pass the ProposalsProposal 1. In order for the New Advisory Agreement to be approved, it must be approved by the holders of a majority of the outstanding voting securities of the Fund. The term majority of the outstanding voting securities (as defined in the 1940 Act and used in this Proxy Statement) means: the affirmative vote of the lesser of (i) 67% or more of the voting securities of the Fund present at the Meeting if more than 50% of the outstanding voting securities of the Fund are present in person or by proxy, or (ii) more than 50% of the outstanding voting securities of the Fund. Proposal 2. In order for the New Subadvisory Agreement to be approved, it must be approved by the holders of a majority of the outstanding voting securities of the Fund, using the same definition of this term described above regarding Proposal 1. Proposal 3. In order for the New Trustees to be elected, the entire slate of nominees must be approved by the affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote at the Meeting. Votes withheld will have the same effect as a vote against the Proposal.Please note that if you sign, date, and return the proxy card, but do not specify a vote on each Proposal, your shares will be voted in favor of each Proposal, and in the discretion of the proxies named therein with respect to any other 40business that may properly come before the Meeting or any postponements or adjournments thereof. IMPORTANT: Each Proposal must be approved in order for the Fund to move forward with any of the Proposals. If shareholders do not approve one of the Proposals, the Fund will abandon all three Proposals, and Madison will continue to serve as the investment adviser of the Fund and the Current Board will continue to oversee the Fund. No Dissenters RightsShareholders have no rights under applicable law or the Funds Declaration of Trust or Bylaws to exercise dissenters rights of appraisal with respect to any Proposal.Summary of Certain Aspects of Delaware Control Share Acquisition StatuteThe Fund is subject to the control share acquisition statute (the Control Share Statute) contained in Subchapter III of the Delaware Statutory Trust Act (the DSTA), which became automatically applicable to listed closed-end funds, such as the Fund.The Control Share Statute provides for a series of voting power thresholds above which shares are considered control beneficial interests (referred to here as control shares). Once a threshold is reached, an acquirer has no voting rights under the DSTA with respect to shares acquired in excess of that threshold (i.e., the control shares) unless approved by shareholders of the Fund or exempted by the Board. The Control Share Statute provides procedures for an acquirer to request a shareholder meeting for the purpose of considering whether voting rights shall be accorded to control shares.The foregoing is only a summary of certain aspects of the Control Share Statute. Some uncertainty around the application under the 1940 Act of state control share statutes exists as a result of recent federal and state court decisions that have found that certain control share acquisition provisions violate the 1940 Act.Security Ownership of Management, Trustees and Principal ShareholdersAs of the Record Date, to the best of the knowledge of the Fund, no trustee or officer of the Fund beneficially owned 1% or more of the outstanding shares of the Fund, and the trustees and the officers of the Fund, as a group, beneficially owned less than 1% of the outstanding shares of the Fund. The Current Board is not aware of any arrangements, the operation of which may result in a change in control of the Fund. The following table shows the dollar range of the Funds equity securities that are beneficially owned* by each member of the Current Board and the existing officers as of the Record Date. As of the same date, the nominees for New Trustee did not hold any equity securities of the Fund. * Beneficial Ownership is determined in accordance with Section 16a-1(a)(2) of the Exchange Act.41Trustee/Officer NameDollar Range of Beneficially-Owned Securities of the FundAggregate Dollar Range of Beneficially-Owned Securities of the Madison Fund Complex(1)Scott C. JonesNoneOver $100,000Steven P. RiegeNone$10,001 - $50,000Richard E. StruthersNone$10,001 - $50,000Jill M. Friedow$0 - $10,000$50,001 - $100,000Patrick F. RyanNoneOver $100,000Steve J. FredricksNone$50,001 - $100,000Greg D. HoppeNoneOver $100,000Brandon RedwingNone$1 - $10,000Kyle SchalowNoneNoneTerri WilhelmNoneNone(1) The term Madison Fund Complex refers to (i) the Madison Funds with 15 portfolios, (ii) the Ultra Series Fund with 14 portfolios, (iii) the Madison ETFs Trust with 4 active portfolios, and (iv) the Fund.As of the Record Date, to the knowledge of the Fund, no person owned of record or owned beneficially more than 5% of the voting securities of the Fund.Section 16 Beneficial Ownership Reporting ComplianceSection 16(a) of the Exchange Act and Section 30(h) of the 1940 Act require the Funds executive officers and trustees, certain officers of the Funds investment adviser, affiliated persons of the investment adviser, and persons who beneficially own more than 10% of the Funds shares to file certain reports of ownership (Section 16 filings) with the SEC and the NYSE. Based upon the Funds review of the copies of such forms effecting the Section 16 filings received by it, the Fund believes that for Funds fiscal year ended December 31, 2023, all filings applicable to such persons were completed and filed in a timely manner.HouseholdingThe SEC has adopted rules that permit investment companies, such as the Fund, to satisfy delivery requirements for proxy statements with respect to two or more shareholders sharing the same address by delivering a single proxy statement addressed to those shareholders. This process, which is commonly referred to as householding, could result in extra convenience and cost savings for the Fund and its shareholders.If possible, depending on shareholder registration and address information, and unless you have otherwise opted out, only one copy of this Proxy Statement will be sent to shareholders at the same address. However, each shareholder will receive separate proxy cards. If you currently receive multiple copies of proxy statements or shareholder reports and would like to request to receive a single copy of documents in the future, please contact your financial services firm.42Shareholder Proposals for Subsequent MeetingsShareholder proposals intended for inclusion in the Funds proxy statement in connection with the Funds 2025 Annual Meeting of Shareholders pursuant to Rule 14a-8 under the Exchange Act, must be received by the Fund at its principal executive offices by February 12, 2025. In order for the proposals made outside of Rule 14a-8 under the Exchange Act to be considered timely within the meaning of Rule 14a-4(c) under the Exchange Act, such proposals much be received by the Fund at its principal executives offices not later than the close of business on May 3, 2025, nor earlier than the close of business on April 3, 2025. The timely submission of a proposal does not guarantee its inclusion. Whether a proposal is included in a proxy statement will be determined in accordance with applicable federal and state laws, as well as the Funds governing documents.Other Matters to Come Before the MeetingNo business other than the Proposals described in this Proxy Statement are expected to come before the Meeting, but should any other matter requiring a vote of shareholders arise, the persons named as proxies will vote thereon in their discretion according to their best judgment in the interests of the Fund and its shareholders.Dated: August 7, 2024PLEASE COMPLETE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED ENVELOPE. YOU MAY ALSO VOTE BY INTERNET OR TELEPHONE IN ACCORDANCE WITH THE INSTRUCTIONS SET FORTH ON THE ENCLOSED PROXY CARD.43EXHIBIT ANEW INVESTMENT ADVISORY AGREEMENTINVESTMENT ADVISORY AGREEMENTINVESTMENT ADVISORY AGREEMENT (the Agreement), dated as of [ ], 2024 between Madison Covered Call and Equity Strategy Fund, a Delaware statutory trust (the Trust), and XA Investments LLC, a Delaware limited liability company (the Adviser).WHEREAS, the Adviser has agreed to furnish investment management and advisory services to the Trust, a closed-end management investment company registered under the Investment Company Act of 1940, as amended (the 1940 Act);WHEREAS, the Adviser is a registered investment adviser under the Investment Advisers Act of 1940, as amended (the Advisers Act); WHEREAS, this Agreement has been approved in accordance with the provisions of the 1940 Act, and the Adviser is willing to furnish such services upon the terms and conditions herein set forth; andNOW, THEREFORE, in consideration of the mutual premises and covenants herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged, it is agreed by and between the parties hereto as follows:1. Appointment(a) The Trust hereby appoints the Adviser to act as the investment adviser to the Trust and to furnish the management and investment advisory services described herein, for the period and upon the terms herein set forth.(b) The Adviser hereby agrees, all as more fully set forth herein, to act as investment adviser to the Trust with respect to the investment of the Trusts assets and to supervise and arrange for the day-to-day operations of the Trust and the purchase of securities for and the sale of securities held in the investment portfolio of the Trust.(c) The Adviser for all purposes in this Agreement will be deemed to be an independent contractor and, unless otherwise expressly provided or authorized in this Agreement, will have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. 2. Duties and Obligations of the Adviser with Respect to Investment of Assets of the Trust. (a) Subject to the direction and control of the Trusts Board of Trustees, the Adviser shall:(i) act as investment adviser for and supervise and manage the investment and reinvestment of the Trusts assets and, in connection therewith, have complete discretion in purchasing and selling securities and other assets for the Trust and in voting, exercising consents and exercising all other rights appertaining to such securities and other A-1assets on behalf of the Trust; (ii) supervise the investment program of the Trust and the composition of its investment portfolio; and (iii) arrange, subject to the provisions of Section 5 hereof, for the purchase and sale of securities and other assets held in the investment portfolio of the Trust. (b) In performing its duties under this Section 2, the Adviser may delegate some or all of its duties and obligations under this Agreement to one or more investment sub-advisers; provided, however, that any such delegation shall be pursuant to an agreement with terms agreed upon by the Trust and approved in a manner consistent with the 1940 Act and provided, further, that no such delegation shall relieve the Adviser from its duties and obligations of management and supervision of the management of the Trusts assets pursuant to this Agreement and to applicable law.(c) The Adviser shall maintain business continuity, cybersecurity, disaster recovery and backup capabilities and facilities in keeping with industry standards and Securities and Exchange Commission (SEC) requirements through which the Adviser will be able to perform its obligations hereunder with minimal disruptions or delay. (d) To the extent prohibited by Regulation S-P, the Adviser and its affiliates will not disclose any non-public personal information, as defined in Regulation S-P, received from the Trust regarding any shareholder unless in accordance with an exception under Regulation S-P, or as otherwise may be permitted by law. The Adviser represents and warrants that, in accordance with applicable state privacy laws and Regulation S-P, it has implemented safeguards by adopting policies and procedures reasonably designed to: (i) insure the security and confidentiality of records and non-public personal information of shareholders; (ii) protect against any anticipated threats or hazards to the security or integrity of shareholder records and non-public personal information; and (iii) protect against unauthorized access to or use of such shareholder records or non-public personal information that could result in substantial harm or inconvenience to any shareholder. The Adviser shall treat confidentially all records of the Trust and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where the Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or (ii) when so requested by the Trust.(e) The Adviser acknowledges that, in compliance with the Bank Secrecy Act, as amended, the USA PATRIOT Act, and any implementing regulations thereunder (together, the AML Laws), the Trust has adopted anti-money laundering policies and procedures (the AML Policies). The Adviser agrees to comply with the Trusts AML Policies and the AML Laws, as the same may apply to the Adviser, now and in the future, and understands and agrees that the Trust may disclose information regarding the Adviser to governmental and/or regulatory or self-regulatory authorities to the extent required by applicable law or regulation and may file reports with such authorities as may be required by such law or regulation.A-2(f) The Adviser shall provide such information as may reasonably be requested by the Board under Section 15(c) of the 1940 Act in connection with its annual consideration of this Agreement.3. Duties and Obligations of the Adviser with Respect to the Management of the TrustThe Adviser shall perform the management services necessary for the operation of the Trust, including providing the Trust necessary personnel and such other services as the Adviser, subject to review by the Board of Trustees, from time to time shall determine to be necessary or useful to perform its obligations under this Agreement. The Adviser, also on behalf of the Trust, shall conduct relations with administrators, custodians, depositories, transfer agents, pricing agents, investor support service providers, investor relations providers, dividend disbursing agents, other shareholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable.4. Covenants(a) In the performance of its duties under this Agreement, the Adviser shall at all times conform to, and act in accordance with, any requirements imposed by:(i) the provisions of the 1940 Act and the Advisers Act and all applicable Rules and Regulations of the SEC; (ii) any other applicable provision of law; (iii) the provisions of this Agreement and Declaration of Trust and By-Laws of the Trust, as such documents are amended from time to time; (iv) the investment objective, policies and restrictions of the Trust as set forth in its Registration Statement on Form N-2; and (v) any policies and determinations of the Board of Trustees of the Trust.(b) The Adviser will maintain a written code of ethics (the Code of Ethics) pursuant to Rule 17j-1 under the 1940 Act, a copy of which will be provided to the Trust, and will institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Adviser will follow such Code of Ethics in performing its services under this Agreement.(c) The Adviser will maintain compliance policies and procedures adopted pursuant to Rule 206(4)-7 under the Advisers Act and Rule 38a-1 under the 1940 Act, a copy of which will be provided to the Trust, and follow such compliance policies and procedures in performing its services under this Agreement; and(d) The Adviser will cooperate with the chief compliance officer of the Trust in connection with the implementation and operation of the Trusts compliance policies and procedures adopted pursuant to Rule 38a-1 under the 1940 Act, and will prepare necessary reports and provide the Trusts chief compliance officer with access to information reasonably necessary for the Trust to comply with Rule 38a-1.A-35. Portfolio Transactions(a) In the performance of its duties under this Agreement, the Adviser will place orders either directly with the issuer or with any broker or dealer. Subject to the other provisions of this paragraph, in placing orders with brokers and dealers, the Adviser will attempt to obtain the best price and the most favorable execution of its orders, and all such brokerage placement shall be made in compliance with Section 28(e) of the Securities Exchange Act of 1934, as amended. In placing orders, the Adviser will consider the experience and skill of the firms securities traders as well as the firms financial responsibility and administrative efficiency. Consistent with this obligation, the Adviser may select brokers on the basis of the research, statistical and pricing services they provide to the Trust and other clients of the Adviser. Information and research received from such brokers will be in addition to, and not in lieu of, the services required to be performed by the Adviser hereunder. A commission paid to such brokers may be higher than that which another qualified broker would have charged for effecting the same transaction, provided that the Adviser determines in good faith that such commission is reasonable in terms either of the transaction or the overall responsibility of the Adviser to the Trust and its other clients and that the total commissions paid by the Trust will be reasonable in relation to the benefits to the Trust over the long-term. In no instance, however, will the Trusts securities be purchased from or sold to the Adviser, or any affiliated person thereof, except to the extent permitted by the SEC or by applicable law.(b) At the request of the Board of Trustees of the Trust, the Adviser will identify and provide a written description to the Board of Trustees of soft dollar arrangements that the Adviser maintains with respect to the Trust or with brokers or dealers that execute transactions for the Trust, and of research and other services provided to the Adviser by a broker or dealer (whether prepared by such broker or dealer or by a third party) as a result, in whole or in part, of the direction of Trust transactions to the broker or dealer. (c) From time to time, the Adviser or brokers or dealers affiliated with it may find themselves in a position to buy for certain of their clients (each an Account) securities which the Advisers investment advisory clients wish to sell, and to sell for certain of their clients securities which other advisory clients wish to buy. Where one of the parties is an advisory client, the Adviser or the affiliated broker or dealer cannot participate in this type of transaction (known as a cross transaction) on behalf of an advisory client and retain commissions from one or both parties to the transaction without the advisory clients consent. This is because in a situation where the Adviser is making the investment decision (as opposed to a brokerage client who makes his own investment decisions), and the Adviser or an affiliate is receiving commissions from both sides of the transaction, there is a potential conflicting division of loyalties and responsibilities on the Advisers part regarding the advisory client. The SEC has adopted a rule under the Advisers Act that permits the Adviser or its affiliates to participate on behalf of an Account in agency cross transactions if the advisory client has given written consent in advance. By execution of this Agreement, the Trust authorizes the Adviser or its affiliates to participate in agency cross transactions involving an Account. The Trust may revoke its consent at any time by written notice to the Adviser.A-46. ConfidentialityEach of the Trust and the Adviser acknowledge and agree that pursuant to this Agreement, either party may have access to the other partys confidential and proprietary information and materials concerning or pertaining to the others business. Each party will receive and hold such information in the strictest confidence, and acknowledge, represent, and warrant that it will use its best efforts to protect the confidentiality of this information. Each party agrees that, without the prior written consent of the other party, which approval shall not be unreasonably withheld, they will not use, copy, or divulge to third parties or otherwise use, except in accordance with the terms of this Agreement, any information obtained from or through the other party in connection with this Agreement; provided, however, this covenant shall not apply to information (i) which is in the public domain now or when it becomes in the public domain in the future, other than by reason of a breach of this Agreement, (ii) which has come to either party from a lawful source not bound to maintain the confidentiality of such information, other than from the other party or an affiliate or representative of that party, (iii) disclosures which are required by law, regulatory authority, regulation or legal process or are made to any regulatory agency in the normal course of an examination, audit or investigation involving such party, or (iv) disclosure as reasonably necessary in the course of business to third parties subject to a duty to maintain the confidentiality of the information.7. Services Not Exclusive(a) Nothing in this Agreement shall prevent the Adviser or any officer, employee or other affiliate thereof from acting as investment adviser for any other person, firm or corporation, or from engaging in any other lawful activity, and shall not in any way limit or restrict the Adviser or any of its officers, employees or agents from buying, selling or trading any securities for its or their own accounts or for the accounts of others for whom it or they may be acting; provided, however, that the Adviser will undertake no activities which, in its judgment, will adversely affect the performance of its obligations under this Agreement.(b) The Adviser may manage other investment accounts and funds, including those with investment objectives similar to the Trust. Securities considered as investments for the Trust may also be appropriate for other investment accounts and funds that may be managed by the Adviser. Subject to applicable laws and regulations, the Adviser will attempt to allocate equitably portfolio transactions among the portfolios of its other investment accounts and funds purchasing securities whenever decisions are made to purchase or sell securities by the Trust and one or more of such other accounts or funds simultaneously. In making such allocations, the main factors to be considered by the Adviser will be the respective investment objectives of the Trust and such other accounts and funds, the relative size of portfolio holdings of the same or comparable securities, the availability of cash for investment by the Trust and such other accounts and funds, the size of investment commitments generally held by the Trust and such accounts and funds, and the opinions of the persons responsible for recommending investments to the Trust and such other accounts and funds. 8. Books and Records(a) The Adviser undertakes and agrees to maintain or cause others to maintain, in the form and for the period required by Rule 31a-2 A-5under the 1940 Act, all records relating to the Trusts investments that are required to be maintained by the Trust pursuant to the 1940 Act with respect to the Advisers responsibilities under this Agreement for the Trust, and which are not otherwise maintained by the administrator, fund accounting agent, custodian or other service providers to the Trust.(b) In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Adviser hereby agrees that all records which it maintains for the Trust are the property of the Trust and further agrees to surrender promptly to the Trust any such records upon the Trusts request. 9. CustodyNothing in this Agreement will require the Adviser to take or receive physical possession of cash, securities, or other investments of the Trust. 10. Expenses(a) During the term of this Agreement, the Adviser will bear all costs and expenses of its employees and any overhead incurred in connection with its duties hereunder, except as provided pursuant to paragraph (c) of this Section 10, and shall bear the costs of any salaries or trustees fees of any officers or trustees of the Trust who are affiliated persons (as defined in the 1940 Act) of the Adviser.(b) The Trust will bear all other costs, fees and expenses of its operations and transactions, including those relating to: (1) organization; (2) calculation of the Trusts net asset value (including the cost and expenses of any independent valuation firm, agent or other provider); (3) expenses payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for the Trust and in monitoring the Trusts investments; (4) interest payable on indebtedness and dividends and distributions on preferred shares, as applicable, if any, incurred to finance the Trusts investments; (5) offerings of the Trusts common shares and other securities (including, all fees, costs and expenses related thereto); (6) fees payable to third parties, including agents, legal counsel, consultants or other advisors, relating to, or associated with, evaluating and making investments; (7) administrator, transfer agent and custodian fees; (8) federal and state registration fees; (9) all costs of registration and listing the Trusts shares on any securities exchange; (10) federal, state and local taxes; (11) independent trustees fees and expenses; (12) costs of preparing and filing reports or other documents required by governmental bodies (including the SEC), including printing costs; (13) costs of any reports, proxy statements or other notices to shareholders, including printing costs; (14) insurance premiums for fidelity bond and other insurance coverage, including the Trusts allocable portion of the fidelity bond, trustees and officers errors and omissions liability insurance, including independent trustees liability insurance, and any other insurance premium; (15) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; (16) brokerage commissions, assignment fees and other costs in connection with the purchase, holding or sale of securities and other investment instruments (including, without limitation, security settlement costs); (17) expenses incidental to holding meetings of the Trusts shareholders, including proxy solicitations therefor; provided, however, that the Trust will not bear such expenses with respect to any meeting of the Trusts shareholders held for the purpose of seeking shareholder approval of a new investment advisory agreement in connection A-6with a change of control of the Adviser; (18) unusual, non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust is a party and legal obligations that the Trust may have to indemnify the Trusts directors, officers and/or employees or agents with respect to these actions, suits or proceedings; and (19) all other expenses incurred by the Trust in connection with administering the Trusts business.(c) The Trust may, if and to the extent approved by the Board of Trustees, including a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, from time to time reimburse the Adviser for certain costs and expenses incurred by the Adviser in connection with the management of the Trusts assets, which may include the Trusts allocable share of portfolio management and trading software costs, research expenses (including modeling and analytic software costs), diligence expenses and out-of-pocket travel costs incurred in connection with the management of the Trusts assets. For the avoidance of doubt, in no event shall expenses associated with the general overhead of the Adviser be reimbursed by the Trust.11. Compensation of the Adviser(a) The Trust agrees to pay to the Adviser and the Adviser agrees to accept as full compensation for all services rendered by the Adviser as such, a monthly fee in arrears at an annual rate equal to 0.80% of the Trusts average daily value of the Trusts Managed Assets. For any period less than a month during which this Agreement is in effect, the fee shall be prorated according to the proportion which such period bears to a full month of 28, 29, 30 or 31 days, as the case may be. (b) Managed Assets means the total assets of the Trust, including the assets attributable to the proceeds from financial leverage (including through the issuance of preferred shares or the issuance of senior securities representing indebtedness), minus liabilities, other than liabilities related to any financial leverage. (c) For purposes of this Agreement, the total assets of the Trust shall be calculated pursuant to the procedures adopted by resolutions of the Trustees of the Trust for calculating the value of the Trusts assets.(d) The Adviser may elect from time to time, in its sole discretion, to waive its right to reimbursement or its receipt of the advisory fee.12. Representations and Warranties(a) The Trust represents and covenants to the Adviser as follows:(i) The Trust is duly organized and validly existing under the laws of the State of Delaware with the power to own and possess its assets.(ii) The execution, delivery and performance by the Trust of this Agreement are within the Trusts powers and have been duly authorized by all necessary actions of the Board of Trustees, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or A-7regulation, (ii) the Trusts governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instruments binding upon the Trust.(iii) The Trust is, or will be prior to commencing operations, registered as a closed-end management investment company under the 1940 Act and the Trusts shares are, or will be prior to commencing operations, registered under the Securities Act of 1933, as amended, and under any applicable state securities laws, or exempt from such registration.(b) The Adviser represents and covenants to the Trust as follows:(i) The Adviser is duly organized and validly existing under the laws of the State of Delaware.(ii) The execution, delivery and performance by the Adviser of this Agreement are within the Advisers powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance of this Agreement by the parties to this Agreement, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Advisers governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instruments binding upon the Adviser.(iii) The Adviser is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement.13. Limitation on LiabilityThe Adviser will not be liable for any error of judgment or mistake of law or for any loss suffered by Adviser or by the Trust in connection with the performance of this Agreement, except a loss resulting from a breach of a fiduciary duty with respect to the receipt of compensation for services or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder).14. IndemnificationThe Trust shall indemnify, defend and protect the Adviser, its members and their respective officers, managers, partners, agents, employees, controlling persons, members and any other person affiliated with any of them (collectively, the Indemnified Parties) (each of whom shall be deemed a third party beneficiary hereof) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, A-8investigation or other proceeding (including an action or suit by or in the right of the Trust or its security holders) arising out of or otherwise based upon the performance of any of the Advisers duties or obligations under this Agreement or otherwise as an investment adviser of the Trust. Notwithstanding the foregoing provisions of this Section 12 to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Trust or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of any Indemnified Partys duties or by reason of the reckless disregard of the Advisers duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder).15. Duration and Termination(a) This Agreement shall become effective as of the date hereof and, unless sooner terminated with respect to the Trust as provided herein, shall continue in effect for a period of two years. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Trust for successive periods of 12 months, provided such continuance is specifically approved at least annually by both:(i) the vote of a majority of the Trusts Board of Trustees or the vote of a majority of the outstanding voting securities of the Trust at the time outstanding and entitled to vote, and (ii) the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. (b) Notwithstanding the foregoing, this Agreement may be terminated by the Trust at any time, without the payment of any penalty, upon giving the Adviser 60 days notice (which notice may be waived by the Adviser), provided that such termination by the Trust shall be directed or approved by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Trust at the time outstanding and entitled to vote, or by the Adviser on 60 days written notice to the Trust (which notice may be waived by the Trust). (c) This Agreement will immediately terminate in the event of its assignment. (d) As used in this Agreement, the terms majority of the outstanding voting securities, interested person and assignment shall have the same meanings of such terms in the 1940 Act.(e) The terms of Sections 6, 8, 13 and 14, 18, 19 and 20 of this Agreement shall survive the termination of this Agreement.16. NoticesAny notice under this Agreement shall be in writing to the other party at such address as the other party may designate from time to time for the receipt of such notice and shall be deemed to be received on the earlier of the date actually received or on the fourth day after the postmark if such notice is A-9mailed first class postage prepaid.17. Amendment of this AgreementNo provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. Any amendment of this Agreement shall be subject to the 1940 Act.18. Governing LawThis Agreement shall be governed by and construed in accordance with the laws of the State of Delaware for contracts to be performed entirely therein without reference to choice of law principles thereof and in accordance with the applicable provisions of the 1940 Act.19. Use of the NameThe Adviser has consented to the use by the Trust of the name or identifying word XA, XAI or XA Investments in the name of the Trust. Such consent is conditioned upon the employment of the Adviser as the investment adviser to the Trust. The name or identifying word XA, XAI or XA Investments may be used from time to time in other connections and for other purposes by the Adviser and any of its affiliates. The Adviser may require the Trust to cease using XA, XAI or XA Investments in the name of the Trust, if the Trust ceases to employ, for any reason, the Adviser, any successor thereto or any affiliate thereof as investment adviser of the Trust. If so required by the Adviser, the Trust will cease using XA, XAI or XA Investments in its name as promptly as practicable and make all reasonable efforts to remove XA, XAI or XA Investments from its name.20. Miscellaneous(a) The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.(b) If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. (c) Nothing contained in this Agreement will be deemed to require the Trust to take any action contrary to the Trusts Amended and Restated Agreement and Declaration of Trust or By-laws, as they may be amended and/or restated from time to time, or any applicable statute or regulation, or to relieve or deprive the Board of Trustees of its responsibility for and control of the conduct of the affairs of the Trust. (d) This Agreement shall be binding on, and shall inure to the benefit of the parties hereto and their respective successors.(e) This Agreement may be executed in counterparts by the parties hereto, each of which shall constitute an original counterpart, and all of which, together, shall constitute one Agreement. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.A-10(f) This Agreement constitutes the entire understanding and agreement, and supersedes any and all other proposals, understandings, and agreements among the parties with respect to the subject matter hereof.IN WITNESS WHEREOF, the parties hereto have caused the foregoing instrument to be executed by their duly authorized officers, all as of the day and the year first above written.MADISON COVERED CALL & EQUITY STRATEGY FUNDBy: Name: Title: XA INVESTMENTS LLCBy: Name: Title: A-11EXHIBIT BNEW SUBADVISORY AGREEMENTINVESTMENT SUBADVISORY AGREEMENTINVESTMENT SUB-ADVISORY AGREEMENT (the Agreement), dated as of [ ], 2024 (the Effective Date) among Madison Covered Call and Equity Strategy Fund, a Delaware statutory trust (the Trust), XA Investments LLC, a Delaware limited liability company (the Adviser), and Madison Asset Management, LLC a Wisconsin limited liability company (the Sub-Adviser).WHEREAS, the Adviser has agreed to furnish investment management and advisory services to the Trust, a closed-end management investment company registered under the Investment Company Act of 1940, as amended (the 1940 Act);WHEREAS, the investment advisory agreement between the Adviser and the Trust dated as of [ ] (such agreement or the most recent successor agreement between such parties relating to advisory services to the Trust is referred to herein as the Investment Advisory Agreement) contemplates that the Adviser may sub-contract investment advisory services with respect to the Trust to a sub-adviser(s) pursuant to a sub-advisory agreement(s) agreeable to the Trust and approved in accordance with the provisions of the 1940 Act;WHEREAS, the Adviser wishes to retain the Sub-Adviser to provide certain sub-advisory services; WHEREAS, the Sub-Adviser is a registered investment adviser under the Investment Advisers Act of 1940, as amended (the Advisers Act); andWHEREAS, this Agreement has been approved in accordance with the provisions of the 1940 Act, and the Sub-Adviser is willing to furnish such services upon the terms and conditions herein set forth;NOW, THEREFORE, in consideration of the mutual premises and covenants herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged, it is agreed by and between the parties hereto as follows:1. Appointment(a) The Adviser hereby appoints the Sub-Adviser to act as the investment sub-adviser to the Trust and to furnish the services described herein, for the period and upon the terms herein set forth.(b) The Sub-Adviser hereby agrees, all as more fully set forth herein, to act as investment sub-adviser to the Trust and to furnish the services described below with respect to the investment of the Trusts assets and the purchase of securities for and the sale of securities held in the investment portfolio of the Trust.(c) The Sub-Adviser for all purposes in this Agreement will be deemed to be an independent contractor and, unless otherwise expressly provided or authorized in this Agreement, will have no authority to act for or represent the Adviser or the Trust in any way B-1or otherwise be deemed an agent of the Adviser or the Trust. 2. Duties and Obligations of the Sub-Adviser with Respect to Investment of Assets of the Trust(a) Subject to the oversight and supervision of the Adviser and direction and control of the Trusts Board of Trustees, the Sub-Adviser will act as sub-adviser for the Trust and perform one or more of the following services at the request of the Adviser in connection with the investment and reinvestment of the Trusts assets: (i) managing the investment and reinvestment of the assets of the Trust in accordance with the investment policies and guidelines of the Trust;(ii) subject to the provisions of Section 4 hereof, purchasing and selling securities and other assets for the Trust and placing orders for purchases and sales of assets of the Trust; (iii) providing investment research and credit analysis concerning the assets of the Trust; (iv) monitoring on a daily basis the investment activities and portfolio holdings relating to the Trust;(v) voting proxies relating to the Trusts portfolio securities in accordance with the proxy voting policies and procedures of the Sub-Adviser; and(vi) settlement of transactions and completing corporate actions. (b) At the request of the Adviser, the Sub-Adviser will also, subject to the oversight and supervision of the Adviser and the direction and control of the Trusts Board of Trustees, consult with the Adviser as to the overall management of the assets of the Trust and the investment policies and practices of the Trust, including (but not limited to) the use by the Trust of financial leverage and matters relating to such financial leverage (e.g., form, amount and costs) and the utilization by the Trust of any interest rate or other hedging or risk management transactions in connection therewith. (c) In addition, the Sub-Adviser will keep the Trust and the Adviser informed of developments relating to the Sub-Adviser or the Trusts investments materially affecting the Trust and shall, upon request, furnish to the Adviser and the Trust all information relevant to such developments. (d) The Sub-Adviser will periodically communicate to the Adviser or other service providers of the Trust, at such times as the Adviser may request, information concerning the purchase and sale of securities for the Trust and such other information as the Adviser may reasonably require for purposes of fulfilling its obligations to the Trust under the Investment Advisory Agreement.(e) In addition to the investment policies and guidelines of the Trust, the Adviser may from time to time communicate to the Sub-Adviser instructions (the Instructions) in writing that limit or supplement the investment policies and guidelines and are subject to approval by the Sub-B-2Adviser, which approval shall not be unreasonably withheld. Neither the investment policies and guidelines nor the Instructions shall require the Sub-Adviser to obtain capabilities or resources beyond those it possesses as of the Effective Date. The Adviser shall promptly notify the Sub-Adviser, in writing, of any change in the investment policies and guidelines that is made for any reason, including but not limited to a change by the Adviser, the Trust or in any applicable law or regulation. The Adviser acknowledges that the Sub-Adviser may be required to terminate delivery of certain data or services used in managing the Trust in the event the Sub-Adviser is no longer able to obtain such data or services.(f) The Sub-Adviser shall maintain business continuity, cybersecurity, disaster recovery and backup capabilities and facilities in keeping with industry standards and Securities and Exchange Commission (SEC) requirements through which the Sub-Adviser will be able to perform its obligations hereunder with minimal disruptions or delay. (g) To the extent prohibited by Regulation S-P, the Sub-Adviser and its affiliates will not disclose any non-public personal information, as defined in Regulation S-P, received from the Trust regarding any shareholder unless in accordance with an exception under Regulation S-P, or as otherwise may be permitted by law. The Sub-Adviser represents and warrants that, in accordance with applicable state privacy laws and Regulation S-P, it has implemented safeguards by adopting policies and procedures reasonably designed to: (i) insure the security and confidentiality of records and non-public personal information of shareholders; (ii) protect against any anticipated threats or hazards to the security or integrity of shareholder records and non-public personal information; and (iii) protect against unauthorized access to or use of such shareholder records or non-public personal information that could result in substantial harm or inconvenience to any shareholder. The Sub-Adviser shall treat confidentially all records of the Trust and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where the Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or (ii) when so requested by the Trust.(h) The Sub-Adviser acknowledges that, in compliance with the Bank Secrecy Act, as amended, the USA PATRIOT Act, and any implementing regulations thereunder (together, the AML Laws), the Trust has adopted anti-money laundering policies and procedures (the AML Policies). The Sub-Adviser agrees to comply with the Trusts AML Policies and the AML Laws, as the same may apply to the Sub-Adviser, now and in the future, and understands and agrees that the Trust may disclose information regarding the Sub-Adviser to governmental and/or regulatory or self-regulatory authorities to the extent required by applicable law or regulation and may file reports with such authorities as may be required by such law or regulation.(i) The Sub-Adviser shall provide such information as may reasonably be requested by the Adviser and/or the Board of Trustees under Section 15(c) of the 1940 Act in connection with its annual consideration of this Agreement.B-3(i) Nothing in this Agreement is deemed to impose on the Sub-Adviser responsibility for the preparation of the Trusts financial statements or the Trusts other financial and regulatory filing and reporting obligations, provided that the Sub-Adviser shall provide sub-certifications in the form reasonably requested by the Trust relating to the Sub-Advisers services under this Agreement to assist the Trust in complying with the provisions of the Sarbanes-Oxley Act of 2002.3. Covenants(a) In the performance of its duties under this Agreement, the Sub-Adviser shall at all times conform to, and act in accordance with, any requirements imposed by:(i) the provisions of the 1940 Act and the Advisers Act and all applicable Rules and Regulations of the SEC; (ii) any other applicable provision of law; (iii) the provisions of this Agreement and Declaration of Trust and By-Laws of the Trust, as such documents are amended from time to time; (iv) the investment objective, policies and restrictions of the Trust as set forth in its Registration Statement on Form N-2 and as supplemented from time to time by the Trusts shareholder reports and other SEC filings; and (v) any policies and determinations of the Board of Trustees of the Trust.(b) The Sub-Adviser will not consult with any other sub-adviser of the Trust or any other sub-adviser to a fund under common control with the Trust concerning transactions of the Trust in securities or other assets.(c) The Sub-Adviser will maintain a written code of ethics (the Code of Ethics) pursuant to Rule 17j-1 under the 1940 Act, a copy of which will be provided to the Trust and the Adviser, and will institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Sub-Adviser will follow such Code of Ethics in performing its services under this Agreement.(d) The Sub-Adviser will maintain compliance policies and procedures adopted pursuant to Rule 206(4)-7 under the Advisers Act and Rule 38a-1 under the 1940 Act, a copy of which will be provided to the Trust and the Adviser, and follow such compliance policies and procedures in performing its services under this Agreement; and(e) The Sub-Adviser will cooperate with the chief compliance officer of the Trust in connection with the implementation and operation of the Trusts compliance policies and procedures adopted pursuant to Rule 38a-1 under the 1940 Act, and will prepare necessary reports and provide the Trusts chief compliance officer with access to information reasonably necessary for the Trust to comply with Rule 38a-1.4. Portfolio Transactions(a) In the performance of its duties under this Agreement, the Sub-Adviser will place orders either directly with the issuer or with any broker B-4or dealer. Subject to the other provisions of this paragraph, in placing orders with brokers and dealers, the Sub-Adviser will attempt to obtain the best price and the most favorable execution of its orders, and all such brokerage placement shall be made in compliance with Section 28(e) of the Securities Exchange Act of 1934, as amended. In placing orders, the Sub-Adviser will consider the experience and skill of the firms securities traders as well as the firms financial responsibility and administrative efficiency. Consistent with this obligation, the Sub-Adviser may select brokers on the basis of the research, statistical and pricing services they provide to the Trust and other clients of the Sub-Adviser. Information and research received from such brokers will be in addition to, and not in lieu of, the services required to be performed by the Sub-Adviser hereunder. A commission paid to such brokers may be higher than that which another qualified broker would have charged for effecting the same transaction, provided that the Sub-Adviser determines in good faith that such commission is reasonable in terms either of the transaction or the overall responsibility of the Sub-Adviser to the Trust and its other clients and that the total commissions paid by the Trust will be reasonable in relation to the benefits to the Trust over the long-term. In no instance, however, will the Trusts securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except to the extent permitted by the SEC or by applicable law.(b) At the request of the Adviser or the Trust, the Sub-Adviser will identify and provide a written description to the Adviser and the Board of Trustees of the Trust of soft dollar arrangements that the Sub-Adviser maintains with respect to the Trust or with brokers or dealers that execute transactions for the Trust, and of research and other services provided to the Sub-Adviser by a broker or dealer (whether prepared by such broker or dealer or by a third party) as a result, in whole or in part, of the direction of Trust transactions to the broker or dealer. (c) From time to time, the Sub-Adviser or brokers or dealers affiliated with it may find themselves in a position to buy for certain of their clients (each an Account) securities which the Sub-Advisers investment advisory clients wish to sell, and to sell for certain of their clients securities which advisory clients wish to buy. Where one of the parties is an advisory client, the Sub-Adviser or the affiliated broker or dealer cannot participate in this type of transaction (known as a cross transaction) on behalf of an advisory client and retain commissions from one or both parties to the transaction without the advisory clients consent. This is because in a situation where the Sub-Adviser is making the investment decision (as opposed to a brokerage client who makes his own investment decisions), and the Sub-Adviser or an affiliate is receiving commissions from both sides of the transaction, there is a potential conflicting division of loyalties and responsibilities on the Sub-Advisers part regarding the advisory client. However, the SEC has adopted a rule under the Advisers Act that permits the Sub-Adviser or its affiliates to participate on behalf of an Account in agency cross transactions if the advisory client has given written consent in advance. Therefore, by execution of this Agreement, the Trust authorizes the Sub-Adviser or its affiliates to participate in agency cross transactions involving an Account. The Trust may revoke its consent at any time by written notice to the Sub-Adviser.5. ConfidentialityEach of the Trust, the Adviser and the Sub-Adviser acknowledge and agree that in satisfying its respective obligations under and performing B-5services in connection with this Agreement, any party may have access to another partys confidential and proprietary information and materials concerning or pertaining to the others business (confidential information). Each party will receive and hold such information in the strictest confidence, and acknowledge, represent, and warrant that it will use its best efforts to protect the confidentiality of this information to the same degree of care as it would its own confidential information. Each party agrees that, without the prior written consent of the other party, which approval shall not be unreasonably withheld, such party will not use, copy, or divulge to third parties or otherwise use, except in accordance with the terms of this Agreement, any confidential information of another party without the prior written consent of such other party; provided, however, this covenant shall not apply to (i) information which is in the public domain now or when it becomes in the public domain in the future, other than by reason of a breach of this Agreement, (ii) information which has come to a party from a lawful source not bound to maintain the confidentiality of such information, other than from any other party or an affiliate or representative of that party, (iii) information which is independently developed without the use of confidential information, (iv) disclosures which are required by law, regulatory authority, regulation or legal process or are made to any regulatory agency in the normal course of an examination, audit or investigation involving such party, or (v) disclosure as reasonably necessary in the course of business to third parties subject to a duty to maintain the confidentiality of the information. Notwithstanding the foregoing, the Sub-Adviser may disclose information it receives from or on behalf of the Trust or the Adviser to officers and employees of the Sub-Adviser or any of its affiliates in the course of providing the services under this Agreement and the Sub-Adviser may disclose the Trusts TIN information to third parties as required to perform the Sub-Advisers services under this Agreement. 6. Services Not Exclusive(a) Nothing in this Agreement shall prevent the Sub-Adviser or any officer, employee or other affiliate thereof from acting as investment adviser for any other person, firm or corporation, or from engaging in any other lawful activity, and shall not in any way limit or restrict the Sub-Adviser or any of its officers, employees or agents from buying, selling or trading any securities for its or their own accounts or for the accounts of others for whom it or they may be acting; provided, however, that the Sub-Adviser will undertake no activities which, in its judgment, will adversely affect the performance of its obligations under this Agreement.(b) The Sub Adviser currently manages, and may in the future manage, other investment accounts and funds, including those with investment objectives similar to the Trust. Securities considered as investments for the Trust may also be appropriate for other investment accounts and funds that may be managed by the Sub-Adviser. Subject to applicable laws and regulations, the Sub-Adviser will attempt to allocate equitably portfolio transactions among the portfolios of its other investment accounts and funds purchasing securities whenever decisions are made to purchase or sell securities by the Trust and one or more of such other accounts or funds over time. In making such allocations, the main factors to be considered by the Sub-Adviser will be the respective investment objectives of the Trust and such other accounts and funds, the relative size of portfolio holdings of the same or comparable securities, the availability of cash for investment by the Trust and such other accounts and funds, the size of investment commitments generally B-6held by the Trust and such accounts and funds, and the opinions of the persons responsible for recommending investments to the Trust and such other accounts and funds. 7. Books and Records(a) The Sub-Adviser undertakes and agrees to maintain or cause others to maintain, in the form and for the period required by Rule 31a-2 under the 1940 Act, all records relating to the Trusts investments that are required to be maintained by the Trust pursuant to the 1940 Act with respect to the Sub-Advisers responsibilities under this Agreement for the Trust, and which are not otherwise maintained by the administrator, fund accounting agent, custodian or other service providers to the Trust.(b) In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which it maintains for the Trust are the property of the Trust and further agrees to surrender promptly to the Trust any such records upon the Trusts request, except for any software or other intellectual property that is proprietary to, or owned or licensed by, the Sub-Adviser or any of its affiliates, which shall remain the property of the Sub-Adviser. Notwithstanding the foregoing, the Sub-Adviser shall retain those original records or copies of records in order to comply with the Advisers Act record keeping requirement, applicable law and its own internal policies.(c) Each of the Adviser and the Trust shall own, have custody of and maintain its general corporate accounts and records. At reasonable times and upon reasonable notice, the Trust shall provide the Sub-Adviser with access to all books, records, accounts, facilities, and personnel necessary or appropriate for the performance of the Sub-Advisers obligations under this Agreement. 8. CustodyNothing in this Agreement will require the Sub-Adviser to take or receive physical possession of cash, securities, or other investments of the Trust. The Trust shall select, engage and maintain at the Trusts expense one or more custodians meeting the requirements of Section 17(f) of the 1940 Act and the rules, regulations and interpretations thereunder (each a Custodian) to serve as Custodian(s) of the Trust assets. The Adviser shall provide the Sub-Adviser, in writing, the identity of each Custodian, any change in a Custodian and all other information regarding the Custodian(s) required for the Sub-Adviser to carry out its duties under this Agreement. The Adviser shall notify each Custodian of the appointment of the Sub-Adviser and of the authority of the Sub-Adviser to effect investments with respect to the Trust assets. All transactions authorized by this Agreement are made by payment to or delivery by the Custodian(s). The Sub-Adviser shall have no rights or responsibilities, including to direct payment or move cash or assets of the Trust, that would be defined as taking custody under the Advisers Act. In connection with the Trusts custody agreement(s), the Adviser and the Trust will ensure that no such rights are given to the Sub-Adviser. The Trust and the Adviser will ensure that the Sub-Adviser may use the Depositary Trust Companys Institutional Delivery System for trade confirmation and settlement. B-79. Expenses(a) During the term of this Agreement, the Sub-Adviser will bear all costs and expenses of its employees and any overhead incurred in connection with its duties hereunder, except as provided pursuant to paragraph (d) of this Section 9, and shall bear the costs of any salaries or trustees fees of any officers or trustees of the Trust who are affiliated persons (as defined in the 1940 Act) of the Sub-Adviser.(b) The Sub-Adviser shall not be responsible for any expenses of the Adviser or the Trust not specifically set forth in this Section 9 or otherwise in any written agreement between the Sub-Adviser and the Trust or the Adviser, as the case may be.(c) The Trust will bear all other costs, fees and expenses of its operations and transactions, including those relating to: (1) organization; (2) calculation of the Trusts net asset value (including the cost and expenses of any independent valuation firm, agent or other provider); (3) expenses payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for the Trust and in monitoring the Trusts investments; (4) interest payable on indebtedness and dividends and distributions on preferred shares, as applicable, if any, incurred to finance the Trusts investments; (5) offerings of the Trusts common shares and other securities (including, all fees, costs and expenses related thereto); (6) fees payable to third parties, including agents, legal counsel, consultants or other advisors, relating to, or associated with, evaluating and making investments; (7) administrator, transfer agent and custodian fees; (8) federal and state registration fees; (9) all costs of registration and listing the Trusts shares on any securities exchange; (10) federal, state and local taxes; (11) independent trustees fees and expenses; (12) costs of preparing and filing reports or other documents required by governmental bodies (including the SEC), including printing costs; (13) costs of any reports, proxy statements or other notices to shareholders, including printing costs; (14) insurance premiums for fidelity bond and other insurance coverage, including the Trusts allocable portion of the fidelity bond, trustees and officers errors and omissions liability insurance, including independent trustees liability insurance, and any other insurance premium; (15) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; (16) brokerage commissions, assignment fees and other costs in connection with the purchase, holding or sale of securities and other investment instruments (including, without limitation, security settlement costs; (17) expenses incidental to holding meetings of the Trusts shareholders, including proxy solicitations therefor; provided, however, that the Trust will not bear such expenses with respect to any meeting of the Trusts shareholders held for the purpose of seeking approval of a new investment sub-advisory agreement in connection with a change of control of the Sub-Adviser; (18) unusual, non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust is a party and legal obligations that the Trust may have to indemnify the Trusts directors, officers and/or employees or agents with respect to these actions, suits or proceedings; and (19) all other expenses incurred by the Trust in connection with administering the Trusts business.B-810. Compensation of the Sub-Adviser(a) The Trust agrees to pay to the Sub-Adviser, and the Sub-Adviser agrees to accept as full compensation for all services rendered by the Sub-Adviser under this Agreement, a monthly fee in arrears in an amount equal to the specified percentage of the advisory fee payable to the Adviser from the Trust (the Sub-Advisory Fee):Average Daily Managed AssetsSub-Adviser Percentage of Management Fees / (Fee Rate)Type of Fee SplitFirst $175 million55% / (0.44%)AbsoluteGreater than $175 million and up to $25050% / (0.40%)BlendedOver $250 million*50% / (0.40%)Absolute* If the Trusts Daily Managed Assets exceed $250 million for a period of more than 10 consecutive trading days, the Trusts management fee split will be reset to 50% to the Sub-Adviser and 50% to the Adviser on an Absolute Fee Split basis.(b) For any period less than a month during which this Agreement is in effect, the fee shall be prorated according to the proportion which such period bears to a full month of 28, 29, 30 or 31 days, as the case may be.(c) Blended Fee Split means the total sub-advisory fees paid to the Sub-Adviser will be a result of different sub-advisory fee rates assessed to different asset levels. By way of example, in a theoretical scenario in which the Trust has Managed Assets of $200 million, the resulting Sub-Advisory Fees for the Sub-Adviser will be equal to (0.44% x $175 million) + (0.40% x $25 million), with a Blended Fee Split of 0.431%.(d) Absolute Fee Split means the total sub-advisory fees paid to the Sub-Adviser will be a result of the applicable fee rate multiplied by all of the Trusts Managed Assets.(e) Managed Assets means the total assets of the Trust, including the assets attributable to the proceeds from financial leverage (including through the issuance of preferred shares or the issuance of senior securities representing indebtedness), minus liabilities, other than liabilities related to any financial leverage.(f) For purposes of this Agreement, the total assets of the Trust shall be calculated pursuant to the procedures adopted by resolutions of the Trusts Board of Trustees for calculating the value of the Trusts assets.(g) The Sub-Adviser may elect from time to time, in its sole discretion, to waive its right to receipt of all or a portion of the Sub-Advisory Fee.11. Representations and Warranties(a) The Trust represents and covenants to the Sub-Adviser as follows:(i) The Trust is duly organized and validly existing under the laws of the State of Delaware with the power to own and possess its assets.B-9(ii) The execution, delivery and performance by the Trust of this Agreement are within the Trusts powers and have been duly authorized by all necessary actions of the Board of Trustees, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (1) any provision of applicable law, rule or regulation, (2) the Trusts governing instruments, or (3) any agreement, judgment, injunction, order, decree or other instruments binding upon the Trust.(iii) The Trust is, or will be prior to commencing operations, registered as a closed-end management investment company under the 1940 Act and the Trusts shares are, or will be prior to commencing operations, registered under the Securities Act of 1933, as amended, and under any applicable state securities laws, or exempt from such registration.(iv) Prior to the Sub-Adviser commencing services under this Agreement, the Trust will have legal title to the assets in the Trust and no restrictions shall exist as to the ownership or transfer of such assets unless specifically set forth in this Agreement.(b) The Adviser represents and covenants to the Sub-Adviser as follows:(i) The Adviser is duly organized and validly existing under the laws of the State of Delaware.(ii) The execution, delivery and performance by the Adviser of this Agreement are within the Advisers powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance of this Agreement by the parties to this Agreement, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (1) any provision of applicable law, rule or regulation, (2) the Advisers governing instruments, or (3) any agreement, judgment, injunction, order, decree or other instruments binding upon the Adviser.(iii) This Agreement constitutes a valid and binding obligation of the Adviser, enforceable against the Adviser in accordance with its terms, except to the extent such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, or similar laws affecting the rights of creditors generally and by general equity principles.(iv) The Adviser is not prohibited by the 1940 Act or B-10the Advisers Act from serving as investment adviser to the Trust.(v) The Adviser hereby acknowledges receipt of Sub-Advisers Form ADV, Part 2 before, or at the time of, signing this Agreement.(c) The Sub-Adviser represents and covenants to the Adviser and the Trust as follows:(i) The Sub-Adviser is duly organized and validly existing under the laws of the State of Wisconsin.(ii) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Advisers powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance of this Agreement by the parties to this Agreement, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (1) any provision of applicable law, rule or regulation, (2) the Sub-Advisers governing instruments, or (3) any agreement, judgment, injunction, order, decree or other instruments binding upon the Sub-Adviser.(iii) This Agreement constitutes a valid and binding obligation of the Sub-Adviser, enforceable against the Sub-Adviser in accordance with its terms, except to the extent such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, or similar laws affecting the rights of creditors generally and by general equity principles.(iv) The Sub-Adviser is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement.12. Certain InformationThe Adviser shall promptly notify the Sub-Adviser, and the Sub-Adviser shall promptly notify the Trust and the Adviser in writing of the occurrence of any of the following events:(a) such party failing to be registered as an investment adviser under the Advisers Act;(b) such party having been served or otherwise have notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Trust;(c) the occurrence of any change in control of such party or any parent of such party within the meaning of the 1940 Act; or B-11(d) the occurrence of any material adverse change in the business or financial position of such party. 13. Limitation on LiabilityThe Sub-Adviser will not be liable for any error of judgment or mistake of law or for any loss suffered by Sub-Adviser, the Adviser or by the Trust in connection with the performance of this Agreement, except a loss resulting from a breach of a fiduciary duty with respect to the receipt of compensation for services or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder). Nothing herein shall constitute a waiver or restriction of any partys rights under applicable federal or state securities laws.14. IndemnificationThe Trust shall indemnify, defend and protect the Sub-Adviser, its members and their respective officers, managers, partners, parent, corporate group affiliates, agents, employees, controlling persons, members, and any other person affiliated with any of them (collectively, the Indemnified Parties) (each of whom shall be deemed a third party beneficiary hereof) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Trust or its security holders) arising out of or otherwise based upon the performance of any of the Sub-Advisers duties or obligations under this Agreement or otherwise as an investment adviser of the Trust. Notwithstanding the foregoing provisions of this Section 14 to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Trust or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of any Indemnified Partys duties or by reason of the reckless disregard of the Sub-Advisers duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder).15. Duration and Termination(a) This Agreement shall become effective as of the Effective Date and, unless sooner terminated with respect to the Trust as provided herein, shall continue in effect for a period of two years. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Trust for successive periods of 12 months, provided such continuance is specifically approved at least annually by both:(i) the vote of a majority of the Trusts Board of Trustees or the vote of a majority of the outstanding voting securities of the Trust at the time outstanding and entitled to vote, and B-12(ii) the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. (b) Notwithstanding the foregoing, this Agreement may be terminated by (i) the Adviser or the Trust at any time, without the payment of any penalty, upon giving the Sub-Adviser 60 days notice (which notice may be waived by the Sub-Adviser), provided that such termination by the Trust shall be directed or approved by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Trust at the time outstanding and entitled to vote, or (ii) the Sub-Adviser on 60 days written notice to the Trust and the Adviser (which notice may be waived by the Trust or the Adviser on behalf of both the Trust and the Adviser). (c) This Agreement will immediately terminate in the event of its assignment and will immediately terminate upon any termination of the Investment Advisory Agreement between the Trust and the Adviser.(d) As used in this Agreement, the terms majority of the outstanding voting securities, interested person and assignment shall have the same meanings of such terms in the 1940 Act.(e) The terms of Sections 5, 7, 10, 13, 14, 18, 19 and 20 of this Agreement shall survive the termination of this Agreement.16. NoticesAny notice under this Agreement shall be in writing to the other parties and shall be considered as properly given or made if (a) sent by overnight delivery by a nationally recognized air courier service, (b) sent by electronic mail with no receipt of error in the delivery, or (c) mailed by registered or certified mail, return receipt requested, and if addressed to the respective address listed below:If to Adviser, to: XA Investments, LLC 321 North Clark Street #2430 Chicago, IL 60654 Attention: General CounselIf to the Trust, to:Madison Covered Call & Equity Strategy Fund 321 North Clark Street #2430 Chicago, IL 60654 Attention: Chief Executive OfficerIf to Sub-Adviser, to:Madison Investment Holdings, Inc. 550 Science Drive Madison, WI 53711 Attention: Steven A. Carlor at such address as the other party may designate from time to time for the receipt of such notice and shall be deemed effective on receipt.17. Amendment of this AgreementNo provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. Any amendment of this Agreement shall be subject to the 1940 Act.B-1318. Governing LawThis Agreement shall be governed by and construed in accordance with the laws of the State of Delaware for contracts to be performed entirely therein without reference to choice of law principles thereof and in accordance with the applicable provisions of the 1940 Act. WAIVER OF JURY TRIAL AND PUNITIVE DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND ANY RIGHT TO SEEK PUNITIVE OR CONSEQUENTIAL DAMAGES.19. Use of the NameThe Sub-Adviser has consented to the use by the Trust of the name or identifying word Madison in the name of the Trust. Such consent is conditioned upon the employment of the Sub-Adviser as the investment sub-adviser to the Trust. The name or identifying word Madison may be used from time to time solely in connection with the Sub-Advisers services under this Agreement. The Sub-Adviser may require the Trust to cease using Madison in the name of the Trust, if the Trust ceases to employ, for any reason, the Sub-Adviser, any successor thereto or any affiliate thereof as investment sub-adviser of the Trust. If so required by the Sub-Adviser, the Trust will cease using Madison in its name as promptly as practicable and make all reasonable efforts to remove Madison from its name.20. Miscellaneous(a) The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.(b) If any provision of this Agreement is invalid, illegal, or unenforceable under applicable law of mandatory application, the validity, legality, and enforceability of that provision or condition in other instances and of the remaining provisions and conditions are not in any way affected thereby. (c) Nothing contained in this Agreement will be deemed to require the Trust to take any action contrary to the Trusts Amended and Restated Agreement and Declaration of Trust or By-laws, as they may be amended and/or restated from time to time, with notice to the Sub-Adviser, or any applicable statute or regulation, or to relieve or deprive the Board of Trustees of its responsibility for and control of the conduct of the affairs of the Trust. (d) This Agreement shall be binding on, and shall inure to the benefit of the parties hereto and their respective successors.(e) This Agreement may be executed in counterparts by the parties hereto, each of which when executed is deemed to be an original and all of which together are deemed to be one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.B-14(f) This Agreement constitutes the entire understanding and agreement, and supersedes any and all other proposals, understandings, and agreements among the parties with respect to the subject matter hereof.IN WITNESS WHEREOF, the parties hereto have caused the foregoing instrument to be executed by their duly authorized officers, all as of the day and the year first above written.MADISON COVERED CALL & EQUITY STRATEGY FUNDBy: Name: Title: XA INVESTMENTS LLCBy: Name: Title: MADISON ASSET MANAGEMENT, LLCBy: Name: Title: B-15EXHIBIT COTHER FUNDS WITH SIMILAR INVESTMENT OBJECTIVESMadison. The table below provides information regarding other registered investment companies managed by Madison which have a similar investment objective as the Fund.Name of Other FundOther Funds Investment ObjectiveAdvisers Management FeeNet Assets as of December 31, 2023Has Adviser Agreed to Waive or Reduce its Management Fee under any Applicable Contract?Madison Covered Call & Equity Income FundSeeks to provide consistent total return and, secondarily, to provide a high level of income and gains from option premiums.0.85%$261,020,326NoMadison Covered Call ETFSeeks to provide consistent total return and secondarily, to produce a high level of income and gains.0.90%1$82,690,175No1 Pursuant to an investment advisory agreement between Madison and the Madison ETFs Trust, on behalf of each series thereof (each, a Series), each Series has agreed to pay an annual unitary management fee to Madison. This unitary management fee is designed to pay each Series expenses and to compensate Madison for the services it provides to each Series. Out of the unitary management fee, Madison pays substantially all expenses of each Series, including the cost of investment management services, transfer agency, custody, fund administration, legal, audit and other service and license fees. The unitary fee does not cover, and therefore, each Series pays directly, interest, taxes, brokerage commissions, acquired fund fees and expenses and other expenses connected with the execution of portfolio transactions, distribution, and service fees payable pursuant to a Rule 12b-1 plan, if any, and extraordinary expenses.XAI. XAI does not manage other registered investment companies which have a similar investment objective as the Fund.C-1THIS PAGE INTENTIONALLY LEFT BLANKEVERY VOTE IS IMPORTANTMADISON COVERED CALL & EQUITY STRATEGY FUNDPO Box 43131Providence, RI 02940-3131VOTING OPTION:VOTE ON THE INTERNETLog on to:www.proxy-direct.comor scan the QR codeFollow the on-screen instructionsavailable 24 hoursVOTE BY PHONECall 1-800-337-3503Follow the recorded instructionsavailable 24 hoursVOTE BY MAILVote, sign and date this Proxy Card and return in the postage-paid envelopePlease detach at perforation before mailing.PROXYMADISON COVERED CALL & EQUITY STRATEGY FUNDSPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 15, 2024THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES. Greg D. Hoppe and Kyle Schalow (the Proxyholders), or any of them, each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Special Meeting of shareholders of the Madison Covered Call & Equity Strategy Fund (the "Fund"), to be held on Tuesday, October 15, 2024 at 9:00 a.m., local time at the offices of Madison Asset Management, LLC, 550 Science Drive, Madison, Wisconsin 53711, and any adjournments or postponements thereof.Shares represented by this proxy card when properly executed will be voted in the manner directed herein by the shareholder, and in the discretion of such proxies, upon any and all other matters as may properly come before the Special Meeting or any adjournment or postponement thereof. If no direction is made, on a properly executed card, this proxy will be voted "FOR" the proposals. If any of the Trustee nominees for any reason are unable or unwilling to serve, the Proxyholders will vote for the election of such other person as they may consider qualified. The shareholder hereby acknowledges receipt of this Notice of Special Meeting and Proxy Statement for the Special Meeting to be held on October 15, 2024.VOTE VIA THE INTERNET: www.proxy-direct.comVOTE VIA THE TELEPHONE: 1-800-337-3503MCC__34064_062724PLEASE MARK, SIGN, AND DATE ON THE REVERSE SIDE AND RETURN THE PROXY CARD USING THE ENCLOSED ENVELOPE.xxxxxxxxxxxxxx codeEVERY SHAREHOLDERS VOTE IS IMPORTANTImportant Notice Regarding the Availability of Proxy Materials for theSpecial Meeting to Be Held on October 15, 2024.The Proxy Statement for this meeting is available at:https://www.madisonfunds.com/MCNproxyPlease detach at perforation before mailing. TO VOTE, MARK BOXES BELOW IN BLUE OR BLACK AS SHOWN IN THIS EXAMPLE: xA.Proposals. THE BOARD RECOMMENDS YOU VOTE FOR THE FOLLOWING PROPOSALS: FOR AGAINST ABSTAIN 1. To approve a new investment advisory agreement between the Fund and XA Investments, LLC. FOR AGAINST ABSTAIN2. To approve a new investment subadvisory agreement among the Fund, Madison Asset Management, LLC and XA Investments, LLC. 3. To approve the election of five trustees to the Board of Trustees. FOR WITHHOLD01. Danielle Cupps* 02. Gregory Dingens** 03. Philip Franklin** 04. Scott Craven Jones*** 05. William Meyers*** *Class I Trustee to serve until the Funds 2027 Annual Meeting of Shareholders or until her successor shall have been elected and qualified.**Class II Trustee to serve until the Funds 2025 Annual Meeting of Shareholders or until his successor shall have been elected and qualified.***Class III Trustee to serve until the Funds 2026 Annual Meeting of Shareholders or until his successor shall have been elected and qualified.B. Authorized Signatures This section must be completed for your vote to be counted. Sign and Date Below.Note: Please sign exactly as your name(s) appear(s) on this proxy card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature.Date (mm/dd/yyyy) Please print date belowSignature 1 Please keep signature within the boxSignature 2 Please keep signature within the boxScanner bar code xxxxxxxxxxxxxx MCC 34064 xxxxxxxx Number of Portfolios Overseen inMadison Fund Complex (1) Other Directorshipsheld by Trustee Scott C. Jones1962Class II Trustee, since 2021; current term ends 2027See Mr. Jones biographical information in table above under the heading New Board of Trustees Nominees.16See Mr. Jones biographical information in table above under the heading New Board of Trustees Nominees.Steven P. Riege1954Class III Trustee, since 2015; current term ends 2025Ovation Leadership (management consulting), Milwaukee, WI, Owner/President, 2001 Present.Madison Funds (15 open end funds) and Ultra Series Fund (14 open end funds), 2005 Present; Madison ETFs (4 open end funds), June 2023 PresentInterested TrusteesJill M. Friedow(2)1964Class II Trustee, since 2023; current term ends 2027Vice President, 2023 PresentMadison Investment Holdings, Inc. (MIH), Madison Investment Advisors, LLC (MIA) and Madison Asset Management, LLC (Madison), Chief Technology Officer & Director of Operations, 2019-Present; Vice President & Director of Operations, 2010 - 2019; Vice President & Operations Manager, 2003-2010; Operations Manager, 1999-2003.30Madison Funds (15 open end funds) and Ultra Series Fund (14 open end funds), 2023 Present.(1) The term Madison Fund Complex refers to (i) the Madison Funds with 15 portfolios, (ii) the Ultra Series Fund with 14 portfolios, (iii) the Madison ETFs Trust with 4 active portfolios, and (iv) the Fund.(2) Ms. Friedow is an interested person of the Fund because of her position with Madison.For the Funds last fiscal year, the Current Board met five times. Each member of the Current Board attended 100% of the board meetings and the meetings of the board committees on which the trustee served during such period. Shareholders wishing to communicate with the Current Board or individual trustees should send such correspondence to the offices of Madison, 28550 Science Drive, Madison, Wisconsin 53711, c/o MCN, Secretary. Shareholder communications will be sent directly to the applicable board member(s). The Fund currently does not have a policy with respect to board members attendance at shareholder meetings.Current Executive Officers of the FundThe following table sets forth information concerning the current executive officers of the Fund, each of whom is expected to resign following the Closing of the Transaction, as the New Board is expected to appoint executive officers from the XAI organization and/or service providers to XAI. Jill Friedow is a Vice President of the Fund, and her biographical information is provided under the heading Information about the Current Board of Trustees, above. The mailing address for each current executive officer is 550 Science Drive, Madison, Wisconsin 53711.Name and Year of BirthPosition(s) Held with FundTerm of Office and Length of Time ServedPrincipal Occupation(s) During Past Five YearsPatrick F. Ryan1979PresidentSince March 2020Madison and MIA, Head of Multi-Asset Solutions and Portfolio Manager, 2018 Present; Madison Funds and Ultra Series Fund, President, March 2020 - Present; Madison ETFs, President, June 2023 PresentSteve J. Fredricks1970Chief Compliance Officer and Assistant SecretarySince 2018Madison and MIA, Chief Legal Officer, March 2020 Present and Chief Compliance Officer, 2018 Present; Madison Funds and Ultra Series Fund, Chief Compliance Officer and Assistant Secretary, 2018 - Present; Madison ETFs, Compliance Officer and Assistant Secretary, June 2023 Present; Jackson National Asset Management, LLC, Senior Vice President and Chief Compliance Officer, 2005 2018Greg D. Hoppe1969Vice President;Chief Financial OfficerSince March 2020; Since 2019MIH and MIA, Vice President, 1999 - Present; Madison, Vice President, 2009 Present; Madison Funds and Ultra Series Fund, Chief Financial Officer, 2019 - Present; Madison ETFs, Chief Financial Officer and Treasurer, June 2023 Present29Name and Year of BirthPosition(s) Held with FundTerm of Office and Length of Time ServedPrincipal Occupation(s) During Past Five YearsKyle Schalow1995Assistant TreasurerSince July 2024Madison and MIA, Senior Accountant, 2022 - Present; Madison Funds, Ultra Series Fund and Madison ETFs Trust, Assistant Treasurer, July 2024 PresentBaker Tilly US LLP, Senior Accountant, 2018 2022Terri Wilhelm1968Secretary;Assistant SecretarySince July 2024; from 2022 - June 2024Madison and MIA, Senior Compliance Analyst, September 2022 Present; Madison Funds and Ultra Series Fund, Secretary, July 2024 - Present and Assistant Secretary 2022 June 2024; Madison ETFs, Secretary July 2024 - Present and Assistant Secretary, June 2023 July 2024;State of Wisconsin Investment Board, Senior Paralegal, 2017 2022Brandon Redwing1979Assistant Secretary andAnti-Money Laundering OfficerSince July 2024Madison and MIA, Mutual Fund Operations Manager, April 2024 - Present; Madison Funds, Ultra Series Fund and Madison ETFs Trust, Assistant Secretary and Anti-Money Laundering Officer, July 2024 Present. SS&C Technologies, Client Relationship Manager 2020 March 2024Current Board Committees, Leadership Structure and Risk Oversight Committees. The Current Board has determined that the efficient conduct of the trustees affairs makes it desirable to delegate responsibility for certain specific matters to committees of the Current Board. The committees meet as often as necessary, either in conjunction with regular meetings of the trustees or otherwise. The Current Board currently has two standing committees: the Audit Committee and the Nominating and Governance Committee.Audit Committee. The Current Board has an Audit Committee which is comprised of Richard E. Struthers (Chair), Steven P. Riege and Scott C. Jones. In addition to being independent trustees, as defined under the 1940 Act, each of these trustees also meets the additional independence requirements set forth in the NYSE Listed Company rules. The Audit Committee is charged with selecting an independent registered public accounting firm for the Fund and reviewing accounting matters with the Funds independent registered public accounting firm. The Audit Committee 30of the Current Board met four times during the last fiscal year. The Audit Committee presents the following report:The Audit Committee: (i) reviewed and discussed with management of the Fund the audited financial statements of the Fund for the fiscal year ended December 31, 2023; (ii) discussed with the Funds independent registered public accounting firm the matters required to be discussed under Public Company Accounting Oversight Board ("PCAOB") Auditing Standard No. 16, Communications with Audit Committee and all other communications required by other PCAOB Standards or Rules; and (iii) received the written disclosures and the letter from the Funds independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent accountants communications with the Audit Committee concerning the independence of the Funds independent registered public accounting firm. Based on these reviews and discussions, the Audit Committee recommended to the Current Board that the financial statements be included in the Funds Annual Report for the fiscal year ended December 31, 2023 and filed with the SEC.The Audit Committee is governed by a written charter, the most recent version of which was approved by the Current Board on May 23, 2024 (the Audit Committee Charter). In accordance with proxy rules promulgated by the SEC, the Funds Audit Committee Charter is required to be filed at least once every three years as an exhibit to the Funds proxy statement, and was last filed in 2022 as Attachment A to the Funds proxy statement. It is also available on the Funds website at www.madisonfunds.com. You may request a hard copy of the Audit Committee Charter to be mailed to you by calling the Fund toll-free at 1-800-767-0300.Nominating & Governance Committee. The Current Board has a Nominating & Governance Committee which is comprised of Steven P. Riege (Chair), Richard E. Struthers and Scott C. Jones. In addition to being independent trustees, as defined under the 1940 Act, each of these trustees also meets the additional independence requirements set forth in the NYSE Listed Company rules. The Nominating & Governance Committee of the Current Board met four times during the last fiscal year.The Nominating & Governance Committee is governed by a written charter, the most recent version of which was approved by the Current Board on February 22, 2024 (the Nominating & Governance Committee Charter). In accordance with proxy rules promulgated by the SEC, the Funds Nominating & Governance Committee Charter is required to be filed at least once every three years as an exhibit to the Funds proxy statement, and was last filed in 2022 as Attachment B to the Funds proxy statement. It is also available on the Funds website at www.madisonfunds.com. You may request a hard copy of the Nominating & Governance Committee Charter to be mailed to you by calling the Fund toll-free at 1-800-767-0300.As part of its duties, the Nominating & Governance Committee makes recommendations to the full Current Board with respect to candidates for the board. The Nominating & Governance Committee also will consider 31trustee candidates recommended by shareholders. In considering candidates submitted by shareholders, the Nominating & Governance Committee will take into consideration the needs of the board and the qualifications of the candidate. To have a candidate considered by the Nominating & Governance Committee, a shareholder must submit the recommendation in writing and must include the information required by the Procedures for Shareholders to Submit Nominee Candidates, which are set forth in Appendix A to the Nominating & Governance Committee Charter. The shareholder recommendation must be sent to the Funds Secretary, c/o Madison Asset Management, LLC, 550 Science Drive, Madison, Wisconsin 53711.Leadership Structure. The Current Board is relatively small and operates in a collegial atmosphere. Although no member is formally charged with acting as Chair, Mr. Ryan, the President of the Fund, acts as the Chairperson of board meetings. All Current Board members are expected to provide their input into establishing the boards meeting agenda. Likewise, each Current Board meeting contains a standing agenda item for any board member to raise new or additional items he or she believes is important in connection with Fund governance. The Current Board has charged Mr. Riege with acting as the lead independent trustee for purposes of communicating with Madison, the Funds Chief Compliance Officer, counsel to the independent trustees and Fund counsel on matters relating to the Current Board as a whole. The independent trustees often meet in executive session without representatives of Madison present (including meetings with counsel, the Chief Compliance Officer, and the Funds independent public accounting firm).Current Boards Role in Risk Oversight. Madison is responsible for the overall risk management of the Fund, which includes supervising its affiliated and third-party service providers and identifying and mitigating possible events that could adversely impact the Funds business, operations or performance. Risks to the Fund include investment, legal, compliance and regulatory risks, as well as the risk of operational failure or lack of business continuity. The Current Board oversees risk management of the Funds investment programs through the Audit Committee and through oversight by the Current Board itself. The Chief Compliance Officer of the Fund, who reports directly to the independent trustees, provides the Current Board with quarterly updates and a comprehensive annual report regarding the processes and controls in place to address regulatory, compliance, legal and operational risk. The Current Board exercises its oversight in conjunction with Madison, the Funds Chief Compliance Officer, Fund counsel and counsel to the independent trustees by requesting reports and presentations at regular intervals throughout the year. Additionally, the Audit Committee receives periodic reports from the Funds independent accountants. The Current Boards committee structure requires an independent trustee to serve as chair of the Nominating & Governance Committee and the Audit Committee. The Current Board receives regular written reports describing and analyzing the investment performance of the Fund. In addition, the portfolio managers of the Fund meet with the Current Board periodically to discuss portfolio performance and answer the Boards questions with respect to portfolio strategies and risks. The Current Board also receives regular written reports from the Funds Chief Financial Officer that enable the Board to monitor the number of fair valued securities in the Funds portfolio, the reasons for the fair valuation and the methodology used to arrive at the fair value. Such reports 32also include information concerning illiquid securities within the Funds portfolio. The Current Board and/or the Audit Committee may also review valuation procedures and pricing results with the Funds independent auditors in connection with the review of the results of the audit of the Funds year-end financial statements. The Current Board also receives regular compliance reports prepared by the compliance staff of Madison, and meets regularly with the Funds Chief Compliance Officer to discuss compliance issues, including compliance risks. As required under applicable rules, the independent trustees meet regularly in executive session with the Funds Chief Compliance Officer. The Current Board also adopts compliance policies and procedures for the Fund and approves such procedures as appropriate for certain of the Funds service providers. The compliance policies and procedures are specifically designed to detect and prevent violations of the federal securities laws.The Current Board recognizes that it is not possible to identify all of the risks that may affect the Fund or to develop processes and controls to eliminate or mitigate their occurrence or effects. The Current Board periodically reviews the effectiveness of its oversight of the Fund and the processes and controls in place to limit identified risks. The Current Board may, at any time and in its discretion, change the manner in which it conducts its risk oversight role.Given the small size of the Current Board, its committee structure, the openness of Current Board meetings to active input by all Current Board members, its utilization of executive sessions, the role of the lead independent trustee and the Current Boards quarterly focus on compliance and risk management, the Current Board has determined that its current leadership structure is appropriate for the protection of Fund investors.New Board Proposed Committees, Leadership Structure and Risk Oversight Committees. It is expected that the New Board will establish two standing committees, an Audit Committee and a Governance Committee. The committees are expected to meet as often as necessary, either in conjunction with regular meetings of the trustees or otherwise.Audit Committee. The Audit Committee will be generally responsible for reviewing and evaluating issues related to the accounting and financial reporting policies and internal controls of the Fund and, as appropriate, the internal controls of certain service providers, overseeing the quality and objectivity of the Funds financial statements and the audit thereof and acting as a liaison between the New Board and the Funds independent registered public accounting firm. It is expected that the Audit Committee will be composed entirely of independent trustees. The Audit Committee will be governed by a written Audit Committee Charter, which will be approved by the New Board at its first meeting. Once approved, a copy of the Audit Committee Charter will be available on the Funds website at www.xainvestments.com.Governance Committee. The Governance Committee will be responsible for recommending qualified candidates to the New Board in the event that a position is vacated or created. In considering trustee nominee candidates, the Governance Committee will take into account a wide variety of factors, including the overall diversity of the New Boards composition. It is expected that the Governance Committee will be composed entirely of 33independent trustees. It is anticipated that the Governance Committee will consider recommendations by shareholders if a vacancy were to exist. In considering candidates recommended to the Governance Committee by shareholders, the Governance Committee will take into consideration the needs of the New Board and the qualifications of the candidate. The Governance Committee may also take into consideration the number of shares held by the recommending shareholder and the length of time that such shares have been held. In order to be considered, following the Closing Date, such recommendations should be forwarded to the Secretary of the Fund, c/o XA Investments LLC, 321 North Clark Street, Suite 2430, Chicago, Illinois 60654. The Governance Committee will be governed by a written Governance Committee Charter, which will be approved by the New Board at its first meeting. Once approved, a copy of the Governance Committee Charter will be available on the Funds website at www.xainvestments.com.Leadership Structure. The primary responsibility of the New Board will be to represent the interests of the Fund and its shareholders, and to provide oversight of the management of the Fund. The New Board will be comprised of five trustees, four of whom (including the chairperson) are independent trustees and one of whom is an interested trustee. Generally, the New Board will act by majority vote of all the trustees, including a majority vote of the independent trustees if required by applicable law.It is proposed that Mr. Dingens will be appointed as the independent chairperson, who will preside at meetings of the New Board and who will be responsible for, among other things, setting the tone of New Board meetings and seeking to encourage open dialogue and independent inquiry among the New Trustees and management. The New Board will meet regularly four times each year to discuss and consider matters concerning the Fund, and also hold special meetings to address matters arising between regular meetings. Regular meetings generally will take place in-person; other meetings may take place in-person or by telephone. The New Board will establish two standing committees (as described above) and will delegate certain responsibilities to those committees, each of which will be comprised solely of independent trustees. The New Board and its committees will meet periodically throughout the year to oversee the Funds activities, review contractual arrangements with service providers, review the Funds financial statements, oversee compliance with regulatory requirements, and review performance. The independent trustees will be represented by independent legal counsel at board and committee meetings and will regularly meet outside the presence of Fund management. The New Board believes that this leadership structure, including an independent chairperson, a supermajority of independent trustees and committee membership limited to independent trustees, is appropriate in light of the characteristics and circumstances of the Fund.New Boards Role in Risk Oversight. The New Board will oversee risk directly and through the committee structure it intends to establish. As described above, the New Board expects to establish an Audit Committee and a Governance Committee to assist in its oversight functions, including its oversight of the risks of the Fund. Each committee will report its activities to the New Board on a regular basis. The New Board intends to adopt and periodically review policies, procedures and controls designed to address different types of risks, including, among others, investment risk, liquidity risk, operational risk, and valuation risk, as well as the overall business risk 34relating to the Fund. The New Board will also oversee the implementation of a variety of processes, procedures and controls by the Fund, XAI, Madison and other service providers to the Fund to address various risks. In addition, as part of the New Boards anticipated periodic review of the Funds service provider agreements, including agreements with XAI and Madison, the New Board may consider risk management aspects of the service providers operations and the functions for which they are responsible.The New Board will appoint a Chief Compliance Officer for the Fund, who will oversee the development of compliance policies and procedures of the Fund that are reasonably designed to minimize the risk of violations of the federal securities laws. The Chief Compliance Officer will report directly to the New Boards independent trustees, and will provide presentations to the New Board at its quarterly meetings and an annual report on the application of the compliance policies. The New Board will discuss relevant risks affecting the Fund with the Chief Compliance Officer at these meetings. The New Board will approve compliance policies and will review the Chief Compliance Officers reports. Further, the New Board will annually review the effectiveness of the compliance policies, as well as the appointment and compensation of the Chief Compliance Officer.The New Board will require officers of the Fund to report to the New Board on a variety of matters at regular and special meetings of the New Board and its committees, as applicable, including matters relating to risk management. The Audit Committee will also receive reports from the Funds independent registered public accounting firm on internal control and financial reporting matters. In addition, the New Board will receive reports from XAI and Madison on the investments and securities trading of the Fund. The New Board will also require XAI and Madison to report to the New Board on other matters relating to risk management on a regular and as-needed basis.Board CompensationThe following table sets forth the compensation paid to each member of the Current Board by the Fund for the Funds fiscal year ended December 31, 2023. In addition, all independent trustees are reimbursed for reasonable travel and out-of-pocket expenses incurred to attend meetings of the Current Board or its committees. The Funds interested trustees and officers receive no compensation from the Fund for performing the duties of their office. 35Trustee NameAggregate Compensationfrom FundTotal Compensation from Fund and Madison Fund Complex(1)Scott C. Jones$12,000$74,000Steven P. Riege(2)$13,000$123,000Richard E. Struthers$12,000$115,000(1) The term Madison Fund Complex refers to (i) the Madison Funds with 15 portfolios, (ii) the Ultra Series Fund with 14 portfolios, (iii) the Madison ETFs Trust with 4 active portfolios, and (iv) the Fund. (2) As lead independent trustee, Mr. Riege receives an additional $8,000 from the Madison Fund Complex, $1,000 of which is allocated to the Fund.Board Transactions with Fund AffiliatesAs of the date hereof, none of the independent trustees on the Current Board, the nominees for independent trustee on the New Board, nor their immediate family members owned beneficially or of record any securities of Madison, XAI, or any of their affiliates. In addition, during the past five years, neither the independent trustees on the Current Board, the nominees for independent trustee on the New Board, nor members of their immediate families, had a direct or indirect interest, the value of which exceeds $120,000, in Madison, XAI, or any of their affiliates. Likewise, since the beginning of the last two completed fiscal years of the Fund, neither the independent trustees on the Current Board, the nominees for independent trustee on the New Board, nor members of their immediate families had a direct or indirect interest in any transaction or series of transactions, the value of which exceeds $120,000 and to which any of the following persons was (or is to be) a party: (i) the Fund, (ii) any officer of the Fund, or (iii) Madison, XAI, or any of their affiliates. Consequences of Shareholders not approving the New BoardIf the New Board is not approved by shareholders, the Fund will abandon all three Proposals, and Madison will continue to serve as the investment adviser of the Fund and the Current Board will continue to oversee the Fund. Recommendation of the Board of TrusteesFor the reasons set forth above, the Current Board recommends that shareholders of the Fund vote FOR each New Trustee.36ADDITIONAL INFORMATIONInformation about the FundThe Fund is a closed-end management investment company organized as a Delaware statutory trust. Madison Asset Management, LLC is the investment adviser to the Fund. Madisons principal office is located at 550 Science Drive, Madison, Wisconsin 53711. In addition to investment management services, under the Existing Advisory Agreement, Madison is also responsible for managing the Funds administrative affairs under an Existing Services Agreement, and in this capacity, oversees State Street Bank and Fund Company (State Street), which currently serves as sub-administrator to the Fund. State Streets address is 801 Pennsylvania Avenue, Kansas City, Missouri 64105. The Funds current custodian is State Street, and its current transfer agent is Computershare, 150 Royall Street, Suite 101, Canton, MA 02021. The Fund does not place any brokerage transactions with any affiliates of Madison. XA Investments LLC is proposed to be the new investment adviser to the Fund as a result of the Transaction, with Madison serving as the subadviser to the Fund. XAIs principal office is located at 321 North Clark Street, Suite 2430, Chicago, Illinois 60654. Information about MadisonMadison Asset Management, LLC was founded in 1974, and is a direct, wholly-owned (100% owned) subsidiary of Madison Investment Holdings (MIH), the ultimate corporate parent of Madison. Both Madisons and MIH's principal office is located at 550 Science Drive, Madison, Wisconsin 53711. As of May 31, 2024, Madison and its affiliates managed approximately $25.7 billion in assets, including open-end mutual funds, separately managed accounts and wrap accounts. Exhibit B contains information with respect to other funds managed by Madison which have a similar investment objective as the Fund. The mailing address of principal officers and directors of MIH is 550 Science Drive, Madison, Wisconsin 53711. Information regarding the principal executive officers and directors of Madison is as follows: NameTitle/Principal OccupationSteven CarlChairman of the Board and Board Member of MIH; (Principal Executive Officer; Chief Distribution Officer)Paul LefurgeyBoard Member of MIH(Retired)Frank BurgessBoard Member of MIH(Retired)Richard EisingerBoard Member of MIH(Head of Equities, Portfolio Manager)Information about XAIXA Investments LLC was founded in 2016 by XMS Capital Partners. XAIs principal office is located at 321 North Clark Street, Suite 2430, Chicago, Illinois 60654. As of May 31, 2024, XAI and its affiliates managed $681 million in assets, including two closed-end funds. XAI also provides investment fund restructuring and consulting services focused on closed-end 37funds. Exhibit B contains information with respect to other funds managed by XAI which have a similar investment objective as the Fund. Information regarding the principal executive officers and directors of XAI is as follows:NameTitleJohn Yogi SpenceCo-Chief Executive OfficerTheodore F. BrombachCo-Chief Executive OfficerKimberly Ann FlynnPresidentBenjamin D. McCullochGeneral Counsel & Managing DirectorKevin B. DavisManaging Director & Head of SalesInformation about Independent Registered Public Accounting FirmFor the fiscal years ended December 31, 2022 and December 31, 2023, and the current fiscal year ending December 31, 2024, Deloitte & Touche LLP (D&T) has been selected as the Funds independent registered public accounting firm by the Audit Committee of the Fund to audit the accounts of the Fund. The Fund does not know of any direct or indirect financial interest of D&T in the Fund. Representatives of D&T will not be in attendance at the Meeting.Audit Fees. The aggregate fees billed to the Fund by D&T for professional services rendered for the audit of the Funds annual financial statements for the Funds fiscal years ended December 31, 2022 and December 31, 2023 were approximately $23,950 and $24,450, respectively.Audit-Related Fees. The aggregate fees billed by D&T and approved by the Audit Committee of the Fund for the Funds fiscal years ended December 31, 2022 and December 31, 2023 for assurance and related services reasonably related to the performance of the audit of the Funds annual financial statements were $0 and $0, respectively. D&T did not perform any other assurance and related services that were required to be approved by the Funds Audit Committee for such periods.Tax Fees. The aggregate fees billed by D&T and approved by the Audit Committee of the Fund for the Funds fiscal years ended December 31, 2022 and December 31, 2023 for professional services rendered for tax compliance, tax advice, and tax planning were approximately $4,652 and $4,799, respectively (such fees relate to tax services provided by D&T in connection with the review of the Funds tax returns). D&T did not perform any other tax compliance or tax planning services or render any tax advice that was required to be approved by the Funds Audit Committee for such periods.All Other Fees. Other than those services described above, D&T did not perform any other services on behalf of the Fund for the Funds fiscal years ended December 31, 2022 and December 31, 2023.Audit Committees Pre-Approval Policies and Procedures. As noted above, the Audit Committee is governed by the Audit Committee Charter, which includes Pre-Approval Policies and Procedures. The Audit Committee of the Fund has (i) pre-approved all audit and non-audit services provided by D&T to the Fund, and (ii) all non-audit services provided by D&T to Madison, or any entity controlling, controlled by, or under common control with Madison that provides ongoing services to the Fund which are related to the operations of the Fund (of which there were none), for the fiscal years ended December 3831, 2022 and December 31, 2023. None of the services described above for the Funds fiscal years ended December 31, 2022 and December 31, 2023 were approved by the Audit Committee pursuant to the pre-approval exception under Rule 2-01(c)(7)(i)(c) of Regulation S-X promulgated by the SEC.Voting InformationGeneral; Record Date. The record holders of the outstanding shares of the Fund as of the close of business on July 22, 2024 (the Record Date) are entitled to vote at the Meeting and any adjournment or postponement thereof. Each shareholder is entitled to one vote per share and a fractional vote with respect to fractional shares. Whether you expect to be personally present at the Meeting or not, we encourage you to vote by proxy. You can do this by phone or the Internet or by completing, dating, signing, and returning the accompanying proxy card using the enclosed postage prepaid envelope. By voting by proxy, your shares will be voted as you instruct. If no choice is indicated, your shares will be voted FOR each Proposal, and in the discretion of the persons named as proxies on such other matters that properly may come before the Meeting.Any shareholder giving a proxy may revoke it at any time before it is exercised at the Meeting by submitting to the Secretary of the Fund a written notice of revocation or a subsequently signed proxy card (i.e., a later-dated proxy), or by attending the Meeting and voting in person. A prior proxy can also be revoked by proxy voting again through the website or toll-free number noted on the enclosed proxy card. Proxy cards and written notices of revocation must be received by the Fund prior to the Meeting. If not so revoked, the shares represented by the proxy will be voted at the Meeting and any postponements or adjournments of the Meeting. Attendance by a shareholder at the Meeting does not by itself revoke a proxy.As of the Record Date, the Fund had 21,087,537 shares issued and outstanding.Solicitation of Proxies and Related Costs. The solicitation of proxies will occur principally by mail. In addition to solicitation by mail, certain officers and representatives of the Fund and officers and employees of Madison (who will receive no extra compensation for their services) and representatives of the Funds proxy solicitor, Computershare, may solicit proxies by telephone, the Internet, facsimile, letter, or other electronic means. If instructions are recorded by telephone, the person soliciting the proxies will use procedures designed to authenticate shareholders identities to allow shareholders to authorize the voting of their shares in accordance with their instructions, and to confirm that a shareholders instructions have been properly recorded.The expenses incurred in connection with preparing the Proxy Statement and its enclosures and all related legal and proxy solicitation expenses will be paid by Madison and/or XAI. These expenses are estimated to be approximately $250,000.Quorum. In order for a vote on any Proposal to be taken at the Meeting, there must exist a quorum of shareholders of the Fund eligible to vote on such Proposal. To have a quorum, the holders of a majority of the shares entitled to vote on each Proposal must be present in person or by proxy at the Meeting. 39For this purpose, whether a quorum exists is determined on a Proposal-by-Proposal basis.Abstentions and Broker Non-Votes. For purposes of determining the presence of a quorum for each Proposal, abstentions and broker non-votes are treated as present. Broker non-votes occur when a nominee holding shares for a beneficial owner does not vote on a Proposal because the nominee does not have discretionary voting powers with respect to that Proposal and has not received instructions from the beneficial owner. Abstentions and broker non-votes have the effect of a vote against Proposals 1 and 2, while abstentions and broker non-votes have no effect on the outcome of Proposal 3. Adjournment. It may become necessary from time to time to adjourn the Meeting in order to allow more time to solicit additional proxies, as necessary, if there are insufficient votes at the time of the Meeting to constitute a quorum or to approve any Proposal. Under the Funds governing documents, any meeting of shareholders, whether or not a quorum is present, may be adjourned from time to time by: (i) the vote of the majority of the shares represented at that meeting, either in person or by proxy; or (ii) in his or her discretion by the chairperson of the meeting. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting. Accordingly, if a quorum is not present at the Meeting with respect to any Proposal, it is expected that the holders of proxies will vote to authorize the adjournment of the Meeting with respect to such Proposal(s) in order to solicit additional proxies. Even if a quorum is present at the Meeting with respect to some or all Proposals, but there are insufficient votes to approve a Proposal, it is also expected that the holders of proxies will vote to authorize the adjournment of the Meeting to solicit additional proxies with respect to such Proposal(s). If the Meeting is adjourned, the adjourned meeting must be held not later than 180 days after the Record Date and may be held without further notice, other than an announcement at the Meeting in accordance with the Funds governing documents and as permitted under Delaware law. Votes Required to Pass the ProposalsProposal 1. In order for the New Advisory Agreement to be approved, it must be approved by the holders of a majority of the outstanding voting securities of the Fund. The term majority of the outstanding voting securities (as defined in the 1940 Act and used in this Proxy Statement) means: the affirmative vote of the lesser of (i) 67% or more of the voting securities of the Fund present at the Meeting if more than 50% of the outstanding voting securities of the Fund are present in person or by proxy, or (ii) more than 50% of the outstanding voting securities of the Fund. Proposal 2. In order for the New Subadvisory Agreement to be approved, it must be approved by the holders of a majority of the outstanding voting securities of the Fund, using the same definition of this term described above regarding Proposal 1. Proposal 3. In order for the New Trustees to be elected, the entire slate of nominees must be approved by the affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote at the Meeting. Votes withheld will have the same effect as a vote against the Proposal.Please note that if you sign, date, and return the proxy card, but do not specify a vote on each Proposal, your shares will be voted in favor of each Proposal, and in the discretion of the proxies named therein with respect to any other 40business that may properly come before the Meeting or any postponements or adjournments thereof. IMPORTANT: Each Proposal must be approved in order for the Fund to move forward with any of the Proposals. If shareholders do not approve one of the Proposals, the Fund will abandon all three Proposals, and Madison will continue to serve as the investment adviser of the Fund and the Current Board will continue to oversee the Fund. No Dissenters RightsShareholders have no rights under applicable law or the Funds Declaration of Trust or Bylaws to exercise dissenters rights of appraisal with respect to any Proposal.Summary of Certain Aspects of Delaware Control Share Acquisition StatuteThe Fund is subject to the control share acquisition statute (the Control Share Statute) contained in Subchapter III of the Delaware Statutory Trust Act (the DSTA), which became automatically applicable to listed closed-end funds, such as the Fund.The Control Share Statute provides for a series of voting power thresholds above which shares are considered control beneficial interests (referred to here as control shares). Once a threshold is reached, an acquirer has no voting rights under the DSTA with respect to shares acquired in excess of that threshold (i.e., the control shares) unless approved by shareholders of the Fund or exempted by the Board. The Control Share Statute provides procedures for an acquirer to request a shareholder meeting for the purpose of considering whether voting rights shall be accorded to control shares.The foregoing is only a summary of certain aspects of the Control Share Statute. Some uncertainty around the application under the 1940 Act of state control share statutes exists as a result of recent federal and state court decisions that have found that certain control share acquisition provisions violate the 1940 Act.Security Ownership of Management, Trustees and Principal ShareholdersAs of the Record Date, to the best of the knowledge of the Fund, no trustee or officer of the Fund beneficially owned 1% or more of the outstanding shares of the Fund, and the trustees and the officers of the Fund, as a group, beneficially owned less than 1% of the outstanding shares of the Fund. The Current Board is not aware of any arrangements, the operation of which may result in a change in control of the Fund. The following table shows the dollar range of the Funds equity securities that are beneficially owned* by each member of the Current Board and the existing officers as of the Record Date. As of the same date, the nominees for New Trustee did not hold any equity securities of the Fund. * Beneficial Ownership is determined in accordance with Section 16a-1(a)(2) of the Exchange Act.41Trustee/Officer NameDollar Range of Beneficially-Owned Securities of the FundAggregate Dollar Range of Beneficially-Owned Securities of the Madison Fund Complex(1)Scott C. JonesNoneOver $100,000Steven P. RiegeNone$10,001 - $50,000Richard E. StruthersNone$10,001 - $50,000Jill M. Friedow$0 - $10,000$50,001 - $100,000Patrick F. RyanNoneOver $100,000Steve J. FredricksNone$50,001 - $100,000Greg D. HoppeNoneOver $100,000Brandon RedwingNone$1 - $10,000Kyle SchalowNoneNoneTerri WilhelmNoneNone(1) The term Madison Fund Complex refers to (i) the Madison Funds with 15 portfolios, (ii) the Ultra Series Fund with 14 portfolios, (iii) the Madison ETFs Trust with 4 active portfolios, and (iv) the Fund.As of the Record Date, to the knowledge of the Fund, no person owned of record or owned beneficially more than 5% of the voting securities of the Fund.Section 16 Beneficial Ownership Reporting ComplianceSection 16(a) of the Exchange Act and Section 30(h) of the 1940 Act require the Funds executive officers and trustees, certain officers of the Funds investment adviser, affiliated persons of the investment adviser, and persons who beneficially own more than 10% of the Funds shares to file certain reports of ownership (Section 16 filings) with the SEC and the NYSE. Based upon the Funds review of the copies of such forms effecting the Section 16 filings received by it, the Fund believes that for Funds fiscal year ended December 31, 2023, all filings applicable to such persons were completed and filed in a timely manner.HouseholdingThe SEC has adopted rules that permit investment companies, such as the Fund, to satisfy delivery requirements for proxy statements with respect to two or more shareholders sharing the same address by delivering a single proxy statement addressed to those shareholders. This process, which is commonly referred to as householding, could result in extra convenience and cost savings for the Fund and its shareholders.If possible, depending on shareholder registration and address information, and unless you have otherwise opted out, only one copy of this Proxy Statement will be sent to shareholders at the same address. However, each shareholder will receive separate proxy cards. If you currently receive multiple copies of proxy statements or shareholder reports and would like to request to receive a single copy of documents in the future, please contact your financial services firm.42Shareholder Proposals for Subsequent MeetingsShareholder proposals intended for inclusion in the Funds proxy statement in connection with the Funds 2025 Annual Meeting of Shareholders pursuant to Rule 14a-8 under the Exchange Act, must be received by the Fund at its principal executive offices by February 12, 2025. In order for the proposals made outside of Rule 14a-8 under the Exchange Act to be considered timely within the meaning of Rule 14a-4(c) under the Exchange Act, such proposals much be received by the Fund at its principal executives offices not later than the close of business on May 3, 2025, nor earlier than the close of business on April 3, 2025. The timely submission of a proposal does not guarantee its inclusion. Whether a proposal is included in a proxy statement will be determined in accordance with applicable federal and state laws, as well as the Funds governing documents.Other Matters to Come Before the MeetingNo business other than the Proposals described in this Proxy Statement are expected to come before the Meeting, but should any other matter requiring a vote of shareholders arise, the persons named as proxies will vote thereon in their discretion according to their best judgment in the interests of the Fund and its shareholders.Dated: August 7, 2024PLEASE COMPLETE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED ENVELOPE. YOU MAY ALSO VOTE BY INTERNET OR TELEPHONE IN ACCORDANCE WITH THE INSTRUCTIONS SET FORTH ON THE ENCLOSED PROXY CARD.43EXHIBIT ANEW INVESTMENT ADVISORY AGREEMENTINVESTMENT ADVISORY AGREEMENTINVESTMENT ADVISORY AGREEMENT (the Agreement), dated as of [ ], 2024 between Madison Covered Call and Equity Strategy Fund, a Delaware statutory trust (the Trust), and XA Investments LLC, a Delaware limited liability company (the Adviser).WHEREAS, the Adviser has agreed to furnish investment management and advisory services to the Trust, a closed-end management investment company registered under the Investment Company Act of 1940, as amended (the 1940 Act);WHEREAS, the Adviser is a registered investment adviser under the Investment Advisers Act of 1940, as amended (the Advisers Act); WHEREAS, this Agreement has been approved in accordance with the provisions of the 1940 Act, and the Adviser is willing to furnish such services upon the terms and conditions herein set forth; andNOW, THEREFORE, in consideration of the mutual premises and covenants herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged, it is agreed by and between the parties hereto as follows:1. Appointment(a) The Trust hereby appoints the Adviser to act as the investment adviser to the Trust and to furnish the management and investment advisory services described herein, for the period and upon the terms herein set forth.(b) The Adviser hereby agrees, all as more fully set forth herein, to act as investment adviser to the Trust with respect to the investment of the Trusts assets and to supervise and arrange for the day-to-day operations of the Trust and the purchase of securities for and the sale of securities held in the investment portfolio of the Trust.(c) The Adviser for all purposes in this Agreement will be deemed to be an independent contractor and, unless otherwise expressly provided or authorized in this Agreement, will have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. 2. Duties and Obligations of the Adviser with Respect to Investment of Assets of the Trust. (a) Subject to the direction and control of the Trusts Board of Trustees, the Adviser shall:(i) act as investment adviser for and supervise and manage the investment and reinvestment of the Trusts assets and, in connection therewith, have complete discretion in purchasing and selling securities and other assets for the Trust and in voting, exercising consents and exercising all other rights appertaining to such securities and other A-1assets on behalf of the Trust; (ii) supervise the investment program of the Trust and the composition of its investment portfolio; and (iii) arrange, subject to the provisions of Section 5 hereof, for the purchase and sale of securities and other assets held in the investment portfolio of the Trust. (b) In performing its duties under this Section 2, the Adviser may delegate some or all of its duties and obligations under this Agreement to one or more investment sub-advisers; provided, however, that any such delegation shall be pursuant to an agreement with terms agreed upon by the Trust and approved in a manner consistent with the 1940 Act and provided, further, that no such delegation shall relieve the Adviser from its duties and obligations of management and supervision of the management of the Trusts assets pursuant to this Agreement and to applicable law.(c) The Adviser shall maintain business continuity, cybersecurity, disaster recovery and backup capabilities and facilities in keeping with industry standards and Securities and Exchange Commission (SEC) requirements through which the Adviser will be able to perform its obligations hereunder with minimal disruptions or delay. (d) To the extent prohibited by Regulation S-P, the Adviser and its affiliates will not disclose any non-public personal information, as defined in Regulation S-P, received from the Trust regarding any shareholder unless in accordance with an exception under Regulation S-P, or as otherwise may be permitted by law. The Adviser represents and warrants that, in accordance with applicable state privacy laws and Regulation S-P, it has implemented safeguards by adopting policies and procedures reasonably designed to: (i) insure the security and confidentiality of records and non-public personal information of shareholders; (ii) protect against any anticipated threats or hazards to the security or integrity of shareholder records and non-public personal information; and (iii) protect against unauthorized access to or use of such shareholder records or non-public personal information that could result in substantial harm or inconvenience to any shareholder. The Adviser shall treat confidentially all records of the Trust and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where the Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or (ii) when so requested by the Trust.(e) The Adviser acknowledges that, in compliance with the Bank Secrecy Act, as amended, the USA PATRIOT Act, and any implementing regulations thereunder (together, the AML Laws), the Trust has adopted anti-money laundering policies and procedures (the AML Policies). The Adviser agrees to comply with the Trusts AML Policies and the AML Laws, as the same may apply to the Adviser, now and in the future, and understands and agrees that the Trust may disclose information regarding the Adviser to governmental and/or regulatory or self-regulatory authorities to the extent required by applicable law or regulation and may file reports with such authorities as may be required by such law or regulation.A-2(f) The Adviser shall provide such information as may reasonably be requested by the Board under Section 15(c) of the 1940 Act in connection with its annual consideration of this Agreement.3. Duties and Obligations of the Adviser with Respect to the Management of the TrustThe Adviser shall perform the management services necessary for the operation of the Trust, including providing the Trust necessary personnel and such other services as the Adviser, subject to review by the Board of Trustees, from time to time shall determine to be necessary or useful to perform its obligations under this Agreement. The Adviser, also on behalf of the Trust, shall conduct relations with administrators, custodians, depositories, transfer agents, pricing agents, investor support service providers, investor relations providers, dividend disbursing agents, other shareholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable.4. Covenants(a) In the performance of its duties under this Agreement, the Adviser shall at all times conform to, and act in accordance with, any requirements imposed by:(i) the provisions of the 1940 Act and the Advisers Act and all applicable Rules and Regulations of the SEC; (ii) any other applicable provision of law; (iii) the provisions of this Agreement and Declaration of Trust and By-Laws of the Trust, as such documents are amended from time to time; (iv) the investment objective, policies and restrictions of the Trust as set forth in its Registration Statement on Form N-2; and (v) any policies and determinations of the Board of Trustees of the Trust.(b) The Adviser will maintain a written code of ethics (the Code of Ethics) pursuant to Rule 17j-1 under the 1940 Act, a copy of which will be provided to the Trust, and will institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Adviser will follow such Code of Ethics in performing its services under this Agreement.(c) The Adviser will maintain compliance policies and procedures adopted pursuant to Rule 206(4)-7 under the Advisers Act and Rule 38a-1 under the 1940 Act, a copy of which will be provided to the Trust, and follow such compliance policies and procedures in performing its services under this Agreement; and(d) The Adviser will cooperate with the chief compliance officer of the Trust in connection with the implementation and operation of the Trusts compliance policies and procedures adopted pursuant to Rule 38a-1 under the 1940 Act, and will prepare necessary reports and provide the Trusts chief compliance officer with access to information reasonably necessary for the Trust to comply with Rule 38a-1.A-35. Portfolio Transactions(a) In the performance of its duties under this Agreement, the Adviser will place orders either directly with the issuer or with any broker or dealer. Subject to the other provisions of this paragraph, in placing orders with brokers and dealers, the Adviser will attempt to obtain the best price and the most favorable execution of its orders, and all such brokerage placement shall be made in compliance with Section 28(e) of the Securities Exchange Act of 1934, as amended. In placing orders, the Adviser will consider the experience and skill of the firms securities traders as well as the firms financial responsibility and administrative efficiency. Consistent with this obligation, the Adviser may select brokers on the basis of the research, statistical and pricing services they provide to the Trust and other clients of the Adviser. Information and research received from such brokers will be in addition to, and not in lieu of, the services required to be performed by the Adviser hereunder. A commission paid to such brokers may be higher than that which another qualified broker would have charged for effecting the same transaction, provided that the Adviser determines in good faith that such commission is reasonable in terms either of the transaction or the overall responsibility of the Adviser to the Trust and its other clients and that the total commissions paid by the Trust will be reasonable in relation to the benefits to the Trust over the long-term. In no instance, however, will the Trusts securities be purchased from or sold to the Adviser, or any affiliated person thereof, except to the extent permitted by the SEC or by applicable law.(b) At the request of the Board of Trustees of the Trust, the Adviser will identify and provide a written description to the Board of Trustees of soft dollar arrangements that the Adviser maintains with respect to the Trust or with brokers or dealers that execute transactions for the Trust, and of research and other services provided to the Adviser by a broker or dealer (whether prepared by such broker or dealer or by a third party) as a result, in whole or in part, of the direction of Trust transactions to the broker or dealer. (c) From time to time, the Adviser or brokers or dealers affiliated with it may find themselves in a position to buy for certain of their clients (each an Account) securities which the Advisers investment advisory clients wish to sell, and to sell for certain of their clients securities which other advisory clients wish to buy. Where one of the parties is an advisory client, the Adviser or the affiliated broker or dealer cannot participate in this type of transaction (known as a cross transaction) on behalf of an advisory client and retain commissions from one or both parties to the transaction without the advisory clients consent. This is because in a situation where the Adviser is making the investment decision (as opposed to a brokerage client who makes his own investment decisions), and the Adviser or an affiliate is receiving commissions from both sides of the transaction, there is a potential conflicting division of loyalties and responsibilities on the Advisers part regarding the advisory client. The SEC has adopted a rule under the Advisers Act that permits the Adviser or its affiliates to participate on behalf of an Account in agency cross transactions if the advisory client has given written consent in advance. By execution of this Agreement, the Trust authorizes the Adviser or its affiliates to participate in agency cross transactions involving an Account. The Trust may revoke its consent at any time by written notice to the Adviser.A-46. ConfidentialityEach of the Trust and the Adviser acknowledge and agree that pursuant to this Agreement, either party may have access to the other partys confidential and proprietary information and materials concerning or pertaining to the others business. Each party will receive and hold such information in the strictest confidence, and acknowledge, represent, and warrant that it will use its best efforts to protect the confidentiality of this information. Each party agrees that, without the prior written consent of the other party, which approval shall not be unreasonably withheld, they will not use, copy, or divulge to third parties or otherwise use, except in accordance with the terms of this Agreement, any information obtained from or through the other party in connection with this Agreement; provided, however, this covenant shall not apply to information (i) which is in the public domain now or when it becomes in the public domain in the future, other than by reason of a breach of this Agreement, (ii) which has come to either party from a lawful source not bound to maintain the confidentiality of such information, other than from the other party or an affiliate or representative of that party, (iii) disclosures which are required by law, regulatory authority, regulation or legal process or are made to any regulatory agency in the normal course of an examination, audit or investigation involving such party, or (iv) disclosure as reasonably necessary in the course of business to third parties subject to a duty to maintain the confidentiality of the information.7. Services Not Exclusive(a) Nothing in this Agreement shall prevent the Adviser or any officer, employee or other affiliate thereof from acting as investment adviser for any other person, firm or corporation, or from engaging in any other lawful activity, and shall not in any way limit or restrict the Adviser or any of its officers, employees or agents from buying, selling or trading any securities for its or their own accounts or for the accounts of others for whom it or they may be acting; provided, however, that the Adviser will undertake no activities which, in its judgment, will adversely affect the performance of its obligations under this Agreement.(b) The Adviser may manage other investment accounts and funds, including those with investment objectives similar to the Trust. Securities considered as investments for the Trust may also be appropriate for other investment accounts and funds that may be managed by the Adviser. Subject to applicable laws and regulations, the Adviser will attempt to allocate equitably portfolio transactions among the portfolios of its other investment accounts and funds purchasing securities whenever decisions are made to purchase or sell securities by the Trust and one or more of such other accounts or funds simultaneously. In making such allocations, the main factors to be considered by the Adviser will be the respective investment objectives of the Trust and such other accounts and funds, the relative size of portfolio holdings of the same or comparable securities, the availability of cash for investment by the Trust and such other accounts and funds, the size of investment commitments generally held by the Trust and such accounts and funds, and the opinions of the persons responsible for recommending investments to the Trust and such other accounts and funds. 8. Books and Records(a) The Adviser undertakes and agrees to maintain or cause others to maintain, in the form and for the period required by Rule 31a-2 A-5under the 1940 Act, all records relating to the Trusts investments that are required to be maintained by the Trust pursuant to the 1940 Act with respect to the Advisers responsibilities under this Agreement for the Trust, and which are not otherwise maintained by the administrator, fund accounting agent, custodian or other service providers to the Trust.(b) In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Adviser hereby agrees that all records which it maintains for the Trust are the property of the Trust and further agrees to surrender promptly to the Trust any such records upon the Trusts request. 9. CustodyNothing in this Agreement will require the Adviser to take or receive physical possession of cash, securities, or other investments of the Trust. 10. Expenses(a) During the term of this Agreement, the Adviser will bear all costs and expenses of its employees and any overhead incurred in connection with its duties hereunder, except as provided pursuant to paragraph (c) of this Section 10, and shall bear the costs of any salaries or trustees fees of any officers or trustees of the Trust who are affiliated persons (as defined in the 1940 Act) of the Adviser.(b) The Trust will bear all other costs, fees and expenses of its operations and transactions, including those relating to: (1) organization; (2) calculation of the Trusts net asset value (including the cost and expenses of any independent valuation firm, agent or other provider); (3) expenses payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for the Trust and in monitoring the Trusts investments; (4) interest payable on indebtedness and dividends and distributions on preferred shares, as applicable, if any, incurred to finance the Trusts investments; (5) offerings of the Trusts common shares and other securities (including, all fees, costs and expenses related thereto); (6) fees payable to third parties, including agents, legal counsel, consultants or other advisors, relating to, or associated with, evaluating and making investments; (7) administrator, transfer agent and custodian fees; (8) federal and state registration fees; (9) all costs of registration and listing the Trusts shares on any securities exchange; (10) federal, state and local taxes; (11) independent trustees fees and expenses; (12) costs of preparing and filing reports or other documents required by governmental bodies (including the SEC), including printing costs; (13) costs of any reports, proxy statements or other notices to shareholders, including printing costs; (14) insurance premiums for fidelity bond and other insurance coverage, including the Trusts allocable portion of the fidelity bond, trustees and officers errors and omissions liability insurance, including independent trustees liability insurance, and any other insurance premium; (15) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; (16) brokerage commissions, assignment fees and other costs in connection with the purchase, holding or sale of securities and other investment instruments (including, without limitation, security settlement costs); (17) expenses incidental to holding meetings of the Trusts shareholders, including proxy solicitations therefor; provided, however, that the Trust will not bear such expenses with respect to any meeting of the Trusts shareholders held for the purpose of seeking shareholder approval of a new investment advisory agreement in connection A-6with a change of control of the Adviser; (18) unusual, non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust is a party and legal obligations that the Trust may have to indemnify the Trusts directors, officers and/or employees or agents with respect to these actions, suits or proceedings; and (19) all other expenses incurred by the Trust in connection with administering the Trusts business.(c) The Trust may, if and to the extent approved by the Board of Trustees, including a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, from time to time reimburse the Adviser for certain costs and expenses incurred by the Adviser in connection with the management of the Trusts assets, which may include the Trusts allocable share of portfolio management and trading software costs, research expenses (including modeling and analytic software costs), diligence expenses and out-of-pocket travel costs incurred in connection with the management of the Trusts assets. For the avoidance of doubt, in no event shall expenses associated with the general overhead of the Adviser be reimbursed by the Trust.11. Compensation of the Adviser(a) The Trust agrees to pay to the Adviser and the Adviser agrees to accept as full compensation for all services rendered by the Adviser as such, a monthly fee in arrears at an annual rate equal to 0.80% of the Trusts average daily value of the Trusts Managed Assets. For any period less than a month during which this Agreement is in effect, the fee shall be prorated according to the proportion which such period bears to a full month of 28, 29, 30 or 31 days, as the case may be. (b) Managed Assets means the total assets of the Trust, including the assets attributable to the proceeds from financial leverage (including through the issuance of preferred shares or the issuance of senior securities representing indebtedness), minus liabilities, other than liabilities related to any financial leverage. (c) For purposes of this Agreement, the total assets of the Trust shall be calculated pursuant to the procedures adopted by resolutions of the Trustees of the Trust for calculating the value of the Trusts assets.(d) The Adviser may elect from time to time, in its sole discretion, to waive its right to reimbursement or its receipt of the advisory fee.12. Representations and Warranties(a) The Trust represents and covenants to the Adviser as follows:(i) The Trust is duly organized and validly existing under the laws of the State of Delaware with the power to own and possess its assets.(ii) The execution, delivery and performance by the Trust of this Agreement are within the Trusts powers and have been duly authorized by all necessary actions of the Board of Trustees, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or A-7regulation, (ii) the Trusts governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instruments binding upon the Trust.(iii) The Trust is, or will be prior to commencing operations, registered as a closed-end management investment company under the 1940 Act and the Trusts shares are, or will be prior to commencing operations, registered under the Securities Act of 1933, as amended, and under any applicable state securities laws, or exempt from such registration.(b) The Adviser represents and covenants to the Trust as follows:(i) The Adviser is duly organized and validly existing under the laws of the State of Delaware.(ii) The execution, delivery and performance by the Adviser of this Agreement are within the Advisers powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance of this Agreement by the parties to this Agreement, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Advisers governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instruments binding upon the Adviser.(iii) The Adviser is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement.13. Limitation on LiabilityThe Adviser will not be liable for any error of judgment or mistake of law or for any loss suffered by Adviser or by the Trust in connection with the performance of this Agreement, except a loss resulting from a breach of a fiduciary duty with respect to the receipt of compensation for services or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder).14. IndemnificationThe Trust shall indemnify, defend and protect the Adviser, its members and their respective officers, managers, partners, agents, employees, controlling persons, members and any other person affiliated with any of them (collectively, the Indemnified Parties) (each of whom shall be deemed a third party beneficiary hereof) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, A-8investigation or other proceeding (including an action or suit by or in the right of the Trust or its security holders) arising out of or otherwise based upon the performance of any of the Advisers duties or obligations under this Agreement or otherwise as an investment adviser of the Trust. Notwithstanding the foregoing provisions of this Section 12 to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Trust or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of any Indemnified Partys duties or by reason of the reckless disregard of the Advisers duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder).15. Duration and Termination(a) This Agreement shall become effective as of the date hereof and, unless sooner terminated with respect to the Trust as provided herein, shall continue in effect for a period of two years. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Trust for successive periods of 12 months, provided such continuance is specifically approved at least annually by both:(i) the vote of a majority of the Trusts Board of Trustees or the vote of a majority of the outstanding voting securities of the Trust at the time outstanding and entitled to vote, and (ii) the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. (b) Notwithstanding the foregoing, this Agreement may be terminated by the Trust at any time, without the payment of any penalty, upon giving the Adviser 60 days notice (which notice may be waived by the Adviser), provided that such termination by the Trust shall be directed or approved by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Trust at the time outstanding and entitled to vote, or by the Adviser on 60 days written notice to the Trust (which notice may be waived by the Trust). (c) This Agreement will immediately terminate in the event of its assignment. (d) As used in this Agreement, the terms majority of the outstanding voting securities, interested person and assignment shall have the same meanings of such terms in the 1940 Act.(e) The terms of Sections 6, 8, 13 and 14, 18, 19 and 20 of this Agreement shall survive the termination of this Agreement.16. NoticesAny notice under this Agreement shall be in writing to the other party at such address as the other party may designate from time to time for the receipt of such notice and shall be deemed to be received on the earlier of the date actually received or on the fourth day after the postmark if such notice is A-9mailed first class postage prepaid.17. Amendment of this AgreementNo provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. Any amendment of this Agreement shall be subject to the 1940 Act.18. Governing LawThis Agreement shall be governed by and construed in accordance with the laws of the State of Delaware for contracts to be performed entirely therein without reference to choice of law principles thereof and in accordance with the applicable provisions of the 1940 Act.19. Use of the NameThe Adviser has consented to the use by the Trust of the name or identifying word XA, XAI or XA Investments in the name of the Trust. Such consent is conditioned upon the employment of the Adviser as the investment adviser to the Trust. The name or identifying word XA, XAI or XA Investments may be used from time to time in other connections and for other purposes by the Adviser and any of its affiliates. The Adviser may require the Trust to cease using XA, XAI or XA Investments in the name of the Trust, if the Trust ceases to employ, for any reason, the Adviser, any successor thereto or any affiliate thereof as investment adviser of the Trust. If so required by the Adviser, the Trust will cease using XA, XAI or XA Investments in its name as promptly as practicable and make all reasonable efforts to remove XA, XAI or XA Investments from its name.20. Miscellaneous(a) The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.(b) If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. (c) Nothing contained in this Agreement will be deemed to require the Trust to take any action contrary to the Trusts Amended and Restated Agreement and Declaration of Trust or By-laws, as they may be amended and/or restated from time to time, or any applicable statute or regulation, or to relieve or deprive the Board of Trustees of its responsibility for and control of the conduct of the affairs of the Trust. (d) This Agreement shall be binding on, and shall inure to the benefit of the parties hereto and their respective successors.(e) This Agreement may be executed in counterparts by the parties hereto, each of which shall constitute an original counterpart, and all of which, together, shall constitute one Agreement. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.A-10(f) This Agreement constitutes the entire understanding and agreement, and supersedes any and all other proposals, understandings, and agreements among the parties with respect to the subject matter hereof.IN WITNESS WHEREOF, the parties hereto have caused the foregoing instrument to be executed by their duly authorized officers, all as of the day and the year first above written.MADISON COVERED CALL & EQUITY STRATEGY FUNDBy: Name: Title: XA INVESTMENTS LLCBy: Name: Title: A-11EXHIBIT BNEW SUBADVISORY AGREEMENTINVESTMENT SUBADVISORY AGREEMENTINVESTMENT SUB-ADVISORY AGREEMENT (the Agreement), dated as of [ ], 2024 (the Effective Date) among Madison Covered Call and Equity Strategy Fund, a Delaware statutory trust (the Trust), XA Investments LLC, a Delaware limited liability company (the Adviser), and Madison Asset Management, LLC a Wisconsin limited liability company (the Sub-Adviser).WHEREAS, the Adviser has agreed to furnish investment management and advisory services to the Trust, a closed-end management investment company registered under the Investment Company Act of 1940, as amended (the 1940 Act);WHEREAS, the investment advisory agreement between the Adviser and the Trust dated as of [ ] (such agreement or the most recent successor agreement between such parties relating to advisory services to the Trust is referred to herein as the Investment Advisory Agreement) contemplates that the Adviser may sub-contract investment advisory services with respect to the Trust to a sub-adviser(s) pursuant to a sub-advisory agreement(s) agreeable to the Trust and approved in accordance with the provisions of the 1940 Act;WHEREAS, the Adviser wishes to retain the Sub-Adviser to provide certain sub-advisory services; WHEREAS, the Sub-Adviser is a registered investment adviser under the Investment Advisers Act of 1940, as amended (the Advisers Act); andWHEREAS, this Agreement has been approved in accordance with the provisions of the 1940 Act, and the Sub-Adviser is willing to furnish such services upon the terms and conditions herein set forth;NOW, THEREFORE, in consideration of the mutual premises and covenants herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged, it is agreed by and between the parties hereto as follows:1. Appointment(a) The Adviser hereby appoints the Sub-Adviser to act as the investment sub-adviser to the Trust and to furnish the services described herein, for the period and upon the terms herein set forth.(b) The Sub-Adviser hereby agrees, all as more fully set forth herein, to act as investment sub-adviser to the Trust and to furnish the services described below with respect to the investment of the Trusts assets and the purchase of securities for and the sale of securities held in the investment portfolio of the Trust.(c) The Sub-Adviser for all purposes in this Agreement will be deemed to be an independent contractor and, unless otherwise expressly provided or authorized in this Agreement, will have no authority to act for or represent the Adviser or the Trust in any way B-1or otherwise be deemed an agent of the Adviser or the Trust. 2. Duties and Obligations of the Sub-Adviser with Respect to Investment of Assets of the Trust(a) Subject to the oversight and supervision of the Adviser and direction and control of the Trusts Board of Trustees, the Sub-Adviser will act as sub-adviser for the Trust and perform one or more of the following services at the request of the Adviser in connection with the investment and reinvestment of the Trusts assets: (i) managing the investment and reinvestment of the assets of the Trust in accordance with the investment policies and guidelines of the Trust;(ii) subject to the provisions of Section 4 hereof, purchasing and selling securities and other assets for the Trust and placing orders for purchases and sales of assets of the Trust; (iii) providing investment research and credit analysis concerning the assets of the Trust; (iv) monitoring on a daily basis the investment activities and portfolio holdings relating to the Trust;(v) voting proxies relating to the Trusts portfolio securities in accordance with the proxy voting policies and procedures of the Sub-Adviser; and(vi) settlement of transactions and completing corporate actions. (b) At the request of the Adviser, the Sub-Adviser will also, subject to the oversight and supervision of the Adviser and the direction and control of the Trusts Board of Trustees, consult with the Adviser as to the overall management of the assets of the Trust and the investment policies and practices of the Trust, including (but not limited to) the use by the Trust of financial leverage and matters relating to such financial leverage (e.g., form, amount and costs) and the utilization by the Trust of any interest rate or other hedging or risk management transactions in connection therewith. (c) In addition, the Sub-Adviser will keep the Trust and the Adviser informed of developments relating to the Sub-Adviser or the Trusts investments materially affecting the Trust and shall, upon request, furnish to the Adviser and the Trust all information relevant to such developments. (d) The Sub-Adviser will periodically communicate to the Adviser or other service providers of the Trust, at such times as the Adviser may request, information concerning the purchase and sale of securities for the Trust and such other information as the Adviser may reasonably require for purposes of fulfilling its obligations to the Trust under the Investment Advisory Agreement.(e) In addition to the investment policies and guidelines of the Trust, the Adviser may from time to time communicate to the Sub-Adviser instructions (the Instructions) in writing that limit or supplement the investment policies and guidelines and are subject to approval by the Sub-B-2Adviser, which approval shall not be unreasonably withheld. Neither the investment policies and guidelines nor the Instructions shall require the Sub-Adviser to obtain capabilities or resources beyond those it possesses as of the Effective Date. The Adviser shall promptly notify the Sub-Adviser, in writing, of any change in the investment policies and guidelines that is made for any reason, including but not limited to a change by the Adviser, the Trust or in any applicable law or regulation. The Adviser acknowledges that the Sub-Adviser may be required to terminate delivery of certain data or services used in managing the Trust in the event the Sub-Adviser is no longer able to obtain such data or services.(f) The Sub-Adviser shall maintain business continuity, cybersecurity, disaster recovery and backup capabilities and facilities in keeping with industry standards and Securities and Exchange Commission (SEC) requirements through which the Sub-Adviser will be able to perform its obligations hereunder with minimal disruptions or delay. (g) To the extent prohibited by Regulation S-P, the Sub-Adviser and its affiliates will not disclose any non-public personal information, as defined in Regulation S-P, received from the Trust regarding any shareholder unless in accordance with an exception under Regulation S-P, or as otherwise may be permitted by law. The Sub-Adviser represents and warrants that, in accordance with applicable state privacy laws and Regulation S-P, it has implemented safeguards by adopting policies and procedures reasonably designed to: (i) insure the security and confidentiality of records and non-public personal information of shareholders; (ii) protect against any anticipated threats or hazards to the security or integrity of shareholder records and non-public personal information; and (iii) protect against unauthorized access to or use of such shareholder records or non-public personal information that could result in substantial harm or inconvenience to any shareholder. The Sub-Adviser shall treat confidentially all records of the Trust and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where the Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or (ii) when so requested by the Trust.(h) The Sub-Adviser acknowledges that, in compliance with the Bank Secrecy Act, as amended, the USA PATRIOT Act, and any implementing regulations thereunder (together, the AML Laws), the Trust has adopted anti-money laundering policies and procedures (the AML Policies). The Sub-Adviser agrees to comply with the Trusts AML Policies and the AML Laws, as the same may apply to the Sub-Adviser, now and in the future, and understands and agrees that the Trust may disclose information regarding the Sub-Adviser to governmental and/or regulatory or self-regulatory authorities to the extent required by applicable law or regulation and may file reports with such authorities as may be required by such law or regulation.(i) The Sub-Adviser shall provide such information as may reasonably be requested by the Adviser and/or the Board of Trustees under Section 15(c) of the 1940 Act in connection with its annual consideration of this Agreement.B-3(i) Nothing in this Agreement is deemed to impose on the Sub-Adviser responsibility for the preparation of the Trusts financial statements or the Trusts other financial and regulatory filing and reporting obligations, provided that the Sub-Adviser shall provide sub-certifications in the form reasonably requested by the Trust relating to the Sub-Advisers services under this Agreement to assist the Trust in complying with the provisions of the Sarbanes-Oxley Act of 2002.3. Covenants(a) In the performance of its duties under this Agreement, the Sub-Adviser shall at all times conform to, and act in accordance with, any requirements imposed by:(i) the provisions of the 1940 Act and the Advisers Act and all applicable Rules and Regulations of the SEC; (ii) any other applicable provision of law; (iii) the provisions of this Agreement and Declaration of Trust and By-Laws of the Trust, as such documents are amended from time to time; (iv) the investment objective, policies and restrictions of the Trust as set forth in its Registration Statement on Form N-2 and as supplemented from time to time by the Trusts shareholder reports and other SEC filings; and (v) any policies and determinations of the Board of Trustees of the Trust.(b) The Sub-Adviser will not consult with any other sub-adviser of the Trust or any other sub-adviser to a fund under common control with the Trust concerning transactions of the Trust in securities or other assets.(c) The Sub-Adviser will maintain a written code of ethics (the Code of Ethics) pursuant to Rule 17j-1 under the 1940 Act, a copy of which will be provided to the Trust and the Adviser, and will institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Sub-Adviser will follow such Code of Ethics in performing its services under this Agreement.(d) The Sub-Adviser will maintain compliance policies and procedures adopted pursuant to Rule 206(4)-7 under the Advisers Act and Rule 38a-1 under the 1940 Act, a copy of which will be provided to the Trust and the Adviser, and follow such compliance policies and procedures in performing its services under this Agreement; and(e) The Sub-Adviser will cooperate with the chief compliance officer of the Trust in connection with the implementation and operation of the Trusts compliance policies and procedures adopted pursuant to Rule 38a-1 under the 1940 Act, and will prepare necessary reports and provide the Trusts chief compliance officer with access to information reasonably necessary for the Trust to comply with Rule 38a-1.4. Portfolio Transactions(a) In the performance of its duties under this Agreement, the Sub-Adviser will place orders either directly with the issuer or with any broker B-4or dealer. Subject to the other provisions of this paragraph, in placing orders with brokers and dealers, the Sub-Adviser will attempt to obtain the best price and the most favorable execution of its orders, and all such brokerage placement shall be made in compliance with Section 28(e) of the Securities Exchange Act of 1934, as amended. In placing orders, the Sub-Adviser will consider the experience and skill of the firms securities traders as well as the firms financial responsibility and administrative efficiency. Consistent with this obligation, the Sub-Adviser may select brokers on the basis of the research, statistical and pricing services they provide to the Trust and other clients of the Sub-Adviser. Information and research received from such brokers will be in addition to, and not in lieu of, the services required to be performed by the Sub-Adviser hereunder. A commission paid to such brokers may be higher than that which another qualified broker would have charged for effecting the same transaction, provided that the Sub-Adviser determines in good faith that such commission is reasonable in terms either of the transaction or the overall responsibility of the Sub-Adviser to the Trust and its other clients and that the total commissions paid by the Trust will be reasonable in relation to the benefits to the Trust over the long-term. In no instance, however, will the Trusts securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except to the extent permitted by the SEC or by applicable law.(b) At the request of the Adviser or the Trust, the Sub-Adviser will identify and provide a written description to the Adviser and the Board of Trustees of the Trust of soft dollar arrangements that the Sub-Adviser maintains with respect to the Trust or with brokers or dealers that execute transactions for the Trust, and of research and other services provided to the Sub-Adviser by a broker or dealer (whether prepared by such broker or dealer or by a third party) as a result, in whole or in part, of the direction of Trust transactions to the broker or dealer. (c) From time to time, the Sub-Adviser or brokers or dealers affiliated with it may find themselves in a position to buy for certain of their clients (each an Account) securities which the Sub-Advisers investment advisory clients wish to sell, and to sell for certain of their clients securities which advisory clients wish to buy. Where one of the parties is an advisory client, the Sub-Adviser or the affiliated broker or dealer cannot participate in this type of transaction (known as a cross transaction) on behalf of an advisory client and retain commissions from one or both parties to the transaction without the advisory clients consent. This is because in a situation where the Sub-Adviser is making the investment decision (as opposed to a brokerage client who makes his own investment decisions), and the Sub-Adviser or an affiliate is receiving commissions from both sides of the transaction, there is a potential conflicting division of loyalties and responsibilities on the Sub-Advisers part regarding the advisory client. However, the SEC has adopted a rule under the Advisers Act that permits the Sub-Adviser or its affiliates to participate on behalf of an Account in agency cross transactions if the advisory client has given written consent in advance. Therefore, by execution of this Agreement, the Trust authorizes the Sub-Adviser or its affiliates to participate in agency cross transactions involving an Account. The Trust may revoke its consent at any time by written notice to the Sub-Adviser.5. ConfidentialityEach of the Trust, the Adviser and the Sub-Adviser acknowledge and agree that in satisfying its respective obligations under and performing B-5services in connection with this Agreement, any party may have access to another partys confidential and proprietary information and materials concerning or pertaining to the others business (confidential information). Each party will receive and hold such information in the strictest confidence, and acknowledge, represent, and warrant that it will use its best efforts to protect the confidentiality of this information to the same degree of care as it would its own confidential information. Each party agrees that, without the prior written consent of the other party, which approval shall not be unreasonably withheld, such party will not use, copy, or divulge to third parties or otherwise use, except in accordance with the terms of this Agreement, any confidential information of another party without the prior written consent of such other party; provided, however, this covenant shall not apply to (i) information which is in the public domain now or when it becomes in the public domain in the future, other than by reason of a breach of this Agreement, (ii) information which has come to a party from a lawful source not bound to maintain the confidentiality of such information, other than from any other party or an affiliate or representative of that party, (iii) information which is independently developed without the use of confidential information, (iv) disclosures which are required by law, regulatory authority, regulation or legal process or are made to any regulatory agency in the normal course of an examination, audit or investigation involving such party, or (v) disclosure as reasonably necessary in the course of business to third parties subject to a duty to maintain the confidentiality of the information. Notwithstanding the foregoing, the Sub-Adviser may disclose information it receives from or on behalf of the Trust or the Adviser to officers and employees of the Sub-Adviser or any of its affiliates in the course of providing the services under this Agreement and the Sub-Adviser may disclose the Trusts TIN information to third parties as required to perform the Sub-Advisers services under this Agreement. 6. Services Not Exclusive(a) Nothing in this Agreement shall prevent the Sub-Adviser or any officer, employee or other affiliate thereof from acting as investment adviser for any other person, firm or corporation, or from engaging in any other lawful activity, and shall not in any way limit or restrict the Sub-Adviser or any of its officers, employees or agents from buying, selling or trading any securities for its or their own accounts or for the accounts of others for whom it or they may be acting; provided, however, that the Sub-Adviser will undertake no activities which, in its judgment, will adversely affect the performance of its obligations under this Agreement.(b) The Sub Adviser currently manages, and may in the future manage, other investment accounts and funds, including those with investment objectives similar to the Trust. Securities considered as investments for the Trust may also be appropriate for other investment accounts and funds that may be managed by the Sub-Adviser. Subject to applicable laws and regulations, the Sub-Adviser will attempt to allocate equitably portfolio transactions among the portfolios of its other investment accounts and funds purchasing securities whenever decisions are made to purchase or sell securities by the Trust and one or more of such other accounts or funds over time. In making such allocations, the main factors to be considered by the Sub-Adviser will be the respective investment objectives of the Trust and such other accounts and funds, the relative size of portfolio holdings of the same or comparable securities, the availability of cash for investment by the Trust and such other accounts and funds, the size of investment commitments generally B-6held by the Trust and such accounts and funds, and the opinions of the persons responsible for recommending investments to the Trust and such other accounts and funds. 7. Books and Records(a) The Sub-Adviser undertakes and agrees to maintain or cause others to maintain, in the form and for the period required by Rule 31a-2 under the 1940 Act, all records relating to the Trusts investments that are required to be maintained by the Trust pursuant to the 1940 Act with respect to the Sub-Advisers responsibilities under this Agreement for the Trust, and which are not otherwise maintained by the administrator, fund accounting agent, custodian or other service providers to the Trust.(b) In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which it maintains for the Trust are the property of the Trust and further agrees to surrender promptly to the Trust any such records upon the Trusts request, except for any software or other intellectual property that is proprietary to, or owned or licensed by, the Sub-Adviser or any of its affiliates, which shall remain the property of the Sub-Adviser. Notwithstanding the foregoing, the Sub-Adviser shall retain those original records or copies of records in order to comply with the Advisers Act record keeping requirement, applicable law and its own internal policies.(c) Each of the Adviser and the Trust shall own, have custody of and maintain its general corporate accounts and records. At reasonable times and upon reasonable notice, the Trust shall provide the Sub-Adviser with access to all books, records, accounts, facilities, and personnel necessary or appropriate for the performance of the Sub-Advisers obligations under this Agreement. 8. CustodyNothing in this Agreement will require the Sub-Adviser to take or receive physical possession of cash, securities, or other investments of the Trust. The Trust shall select, engage and maintain at the Trusts expense one or more custodians meeting the requirements of Section 17(f) of the 1940 Act and the rules, regulations and interpretations thereunder (each a Custodian) to serve as Custodian(s) of the Trust assets. The Adviser shall provide the Sub-Adviser, in writing, the identity of each Custodian, any change in a Custodian and all other information regarding the Custodian(s) required for the Sub-Adviser to carry out its duties under this Agreement. The Adviser shall notify each Custodian of the appointment of the Sub-Adviser and of the authority of the Sub-Adviser to effect investments with respect to the Trust assets. All transactions authorized by this Agreement are made by payment to or delivery by the Custodian(s). The Sub-Adviser shall have no rights or responsibilities, including to direct payment or move cash or assets of the Trust, that would be defined as taking custody under the Advisers Act. In connection with the Trusts custody agreement(s), the Adviser and the Trust will ensure that no such rights are given to the Sub-Adviser. The Trust and the Adviser will ensure that the Sub-Adviser may use the Depositary Trust Companys Institutional Delivery System for trade confirmation and settlement. B-79. Expenses(a) During the term of this Agreement, the Sub-Adviser will bear all costs and expenses of its employees and any overhead incurred in connection with its duties hereunder, except as provided pursuant to paragraph (d) of this Section 9, and shall bear the costs of any salaries or trustees fees of any officers or trustees of the Trust who are affiliated persons (as defined in the 1940 Act) of the Sub-Adviser.(b) The Sub-Adviser shall not be responsible for any expenses of the Adviser or the Trust not specifically set forth in this Section 9 or otherwise in any written agreement between the Sub-Adviser and the Trust or the Adviser, as the case may be.(c) The Trust will bear all other costs, fees and expenses of its operations and transactions, including those relating to: (1) organization; (2) calculation of the Trusts net asset value (including the cost and expenses of any independent valuation firm, agent or other provider); (3) expenses payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for the Trust and in monitoring the Trusts investments; (4) interest payable on indebtedness and dividends and distributions on preferred shares, as applicable, if any, incurred to finance the Trusts investments; (5) offerings of the Trusts common shares and other securities (including, all fees, costs and expenses related thereto); (6) fees payable to third parties, including agents, legal counsel, consultants or other advisors, relating to, or associated with, evaluating and making investments; (7) administrator, transfer agent and custodian fees; (8) federal and state registration fees; (9) all costs of registration and listing the Trusts shares on any securities exchange; (10) federal, state and local taxes; (11) independent trustees fees and expenses; (12) costs of preparing and filing reports or other documents required by governmental bodies (including the SEC), including printing costs; (13) costs of any reports, proxy statements or other notices to shareholders, including printing costs; (14) insurance premiums for fidelity bond and other insurance coverage, including the Trusts allocable portion of the fidelity bond, trustees and officers errors and omissions liability insurance, including independent trustees liability insurance, and any other insurance premium; (15) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; (16) brokerage commissions, assignment fees and other costs in connection with the purchase, holding or sale of securities and other investment instruments (including, without limitation, security settlement costs; (17) expenses incidental to holding meetings of the Trusts shareholders, including proxy solicitations therefor; provided, however, that the Trust will not bear such expenses with respect to any meeting of the Trusts shareholders held for the purpose of seeking approval of a new investment sub-advisory agreement in connection with a change of control of the Sub-Adviser; (18) unusual, non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust is a party and legal obligations that the Trust may have to indemnify the Trusts directors, officers and/or employees or agents with respect to these actions, suits or proceedings; and (19) all other expenses incurred by the Trust in connection with administering the Trusts business.B-810. Compensation of the Sub-Adviser(a) The Trust agrees to pay to the Sub-Adviser, and the Sub-Adviser agrees to accept as full compensation for all services rendered by the Sub-Adviser under this Agreement, a monthly fee in arrears in an amount equal to the specified percentage of the advisory fee payable to the Adviser from the Trust (the Sub-Advisory Fee):Average Daily Managed AssetsSub-Adviser Percentage of Management Fees / (Fee Rate)Type of Fee SplitFirst $175 million55% / (0.44%)AbsoluteGreater than $175 million and up to $25050% / (0.40%)BlendedOver $250 million*50% / (0.40%)Absolute* If the Trusts Daily Managed Assets exceed $250 million for a period of more than 10 consecutive trading days, the Trusts management fee split will be reset to 50% to the Sub-Adviser and 50% to the Adviser on an Absolute Fee Split basis.(b) For any period less than a month during which this Agreement is in effect, the fee shall be prorated according to the proportion which such period bears to a full month of 28, 29, 30 or 31 days, as the case may be.(c) Blended Fee Split means the total sub-advisory fees paid to the Sub-Adviser will be a result of different sub-advisory fee rates assessed to different asset levels. By way of example, in a theoretical scenario in which the Trust has Managed Assets of $200 million, the resulting Sub-Advisory Fees for the Sub-Adviser will be equal to (0.44% x $175 million) + (0.40% x $25 million), with a Blended Fee Split of 0.431%.(d) Absolute Fee Split means the total sub-advisory fees paid to the Sub-Adviser will be a result of the applicable fee rate multiplied by all of the Trusts Managed Assets.(e) Managed Assets means the total assets of the Trust, including the assets attributable to the proceeds from financial leverage (including through the issuance of preferred shares or the issuance of senior securities representing indebtedness), minus liabilities, other than liabilities related to any financial leverage.(f) For purposes of this Agreement, the total assets of the Trust shall be calculated pursuant to the procedures adopted by resolutions of the Trusts Board of Trustees for calculating the value of the Trusts assets.(g) The Sub-Adviser may elect from time to time, in its sole discretion, to waive its right to receipt of all or a portion of the Sub-Advisory Fee.11. Representations and Warranties(a) The Trust represents and covenants to the Sub-Adviser as follows:(i) The Trust is duly organized and validly existing under the laws of the State of Delaware with the power to own and possess its assets.B-9(ii) The execution, delivery and performance by the Trust of this Agreement are within the Trusts powers and have been duly authorized by all necessary actions of the Board of Trustees, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (1) any provision of applicable law, rule or regulation, (2) the Trusts governing instruments, or (3) any agreement, judgment, injunction, order, decree or other instruments binding upon the Trust.(iii) The Trust is, or will be prior to commencing operations, registered as a closed-end management investment company under the 1940 Act and the Trusts shares are, or will be prior to commencing operations, registered under the Securities Act of 1933, as amended, and under any applicable state securities laws, or exempt from such registration.(iv) Prior to the Sub-Adviser commencing services under this Agreement, the Trust will have legal title to the assets in the Trust and no restrictions shall exist as to the ownership or transfer of such assets unless specifically set forth in this Agreement.(b) The Adviser represents and covenants to the Sub-Adviser as follows:(i) The Adviser is duly organized and validly existing under the laws of the State of Delaware.(ii) The execution, delivery and performance by the Adviser of this Agreement are within the Advisers powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance of this Agreement by the parties to this Agreement, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (1) any provision of applicable law, rule or regulation, (2) the Advisers governing instruments, or (3) any agreement, judgment, injunction, order, decree or other instruments binding upon the Adviser.(iii) This Agreement constitutes a valid and binding obligation of the Adviser, enforceable against the Adviser in accordance with its terms, except to the extent such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, or similar laws affecting the rights of creditors generally and by general equity principles.(iv) The Adviser is not prohibited by the 1940 Act or B-10the Advisers Act from serving as investment adviser to the Trust.(v) The Adviser hereby acknowledges receipt of Sub-Advisers Form ADV, Part 2 before, or at the time of, signing this Agreement.(c) The Sub-Adviser represents and covenants to the Adviser and the Trust as follows:(i) The Sub-Adviser is duly organized and validly existing under the laws of the State of Wisconsin.(ii) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Advisers powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance of this Agreement by the parties to this Agreement, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (1) any provision of applicable law, rule or regulation, (2) the Sub-Advisers governing instruments, or (3) any agreement, judgment, injunction, order, decree or other instruments binding upon the Sub-Adviser.(iii) This Agreement constitutes a valid and binding obligation of the Sub-Adviser, enforceable against the Sub-Adviser in accordance with its terms, except to the extent such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, or similar laws affecting the rights of creditors generally and by general equity principles.(iv) The Sub-Adviser is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement.12. Certain InformationThe Adviser shall promptly notify the Sub-Adviser, and the Sub-Adviser shall promptly notify the Trust and the Adviser in writing of the occurrence of any of the following events:(a) such party failing to be registered as an investment adviser under the Advisers Act;(b) such party having been served or otherwise have notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Trust;(c) the occurrence of any change in control of such party or any parent of such party within the meaning of the 1940 Act; or B-11(d) the occurrence of any material adverse change in the business or financial position of such party. 13. Limitation on LiabilityThe Sub-Adviser will not be liable for any error of judgment or mistake of law or for any loss suffered by Sub-Adviser, the Adviser or by the Trust in connection with the performance of this Agreement, except a loss resulting from a breach of a fiduciary duty with respect to the receipt of compensation for services or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder). Nothing herein shall constitute a waiver or restriction of any partys rights under applicable federal or state securities laws.14. IndemnificationThe Trust shall indemnify, defend and protect the Sub-Adviser, its members and their respective officers, managers, partners, parent, corporate group affiliates, agents, employees, controlling persons, members, and any other person affiliated with any of them (collectively, the Indemnified Parties) (each of whom shall be deemed a third party beneficiary hereof) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Trust or its security holders) arising out of or otherwise based upon the performance of any of the Sub-Advisers duties or obligations under this Agreement or otherwise as an investment adviser of the Trust. Notwithstanding the foregoing provisions of this Section 14 to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Trust or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of any Indemnified Partys duties or by reason of the reckless disregard of the Sub-Advisers duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder).15. Duration and Termination(a) This Agreement shall become effective as of the Effective Date and, unless sooner terminated with respect to the Trust as provided herein, shall continue in effect for a period of two years. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Trust for successive periods of 12 months, provided such continuance is specifically approved at least annually by both:(i) the vote of a majority of the Trusts Board of Trustees or the vote of a majority of the outstanding voting securities of the Trust at the time outstanding and entitled to vote, and B-12(ii) the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. (b) Notwithstanding the foregoing, this Agreement may be terminated by (i) the Adviser or the Trust at any time, without the payment of any penalty, upon giving the Sub-Adviser 60 days notice (which notice may be waived by the Sub-Adviser), provided that such termination by the Trust shall be directed or approved by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Trust at the time outstanding and entitled to vote, or (ii) the Sub-Adviser on 60 days written notice to the Trust and the Adviser (which notice may be waived by the Trust or the Adviser on behalf of both the Trust and the Adviser). (c) This Agreement will immediately terminate in the event of its assignment and will immediately terminate upon any termination of the Investment Advisory Agreement between the Trust and the Adviser.(d) As used in this Agreement, the terms majority of the outstanding voting securities, interested person and assignment shall have the same meanings of such terms in the 1940 Act.(e) The terms of Sections 5, 7, 10, 13, 14, 18, 19 and 20 of this Agreement shall survive the termination of this Agreement.16. NoticesAny notice under this Agreement shall be in writing to the other parties and shall be considered as properly given or made if (a) sent by overnight delivery by a nationally recognized air courier service, (b) sent by electronic mail with no receipt of error in the delivery, or (c) mailed by registered or certified mail, return receipt requested, and if addressed to the respective address listed below:If to Adviser, to: XA Investments, LLC 321 North Clark Street #2430 Chicago, IL 60654 Attention: General CounselIf to the Trust, to:Madison Covered Call & Equity Strategy Fund 321 North Clark Street #2430 Chicago, IL 60654 Attention: Chief Executive OfficerIf to Sub-Adviser, to:Madison Investment Holdings, Inc. 550 Science Drive Madison, WI 53711 Attention: Steven A. Carlor at such address as the other party may designate from time to time for the receipt of such notice and shall be deemed effective on receipt.17. Amendment of this AgreementNo provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. Any amendment of this Agreement shall be subject to the 1940 Act.B-1318. Governing LawThis Agreement shall be governed by and construed in accordance with the laws of the State of Delaware for contracts to be performed entirely therein without reference to choice of law principles thereof and in accordance with the applicable provisions of the 1940 Act. WAIVER OF JURY TRIAL AND PUNITIVE DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND ANY RIGHT TO SEEK PUNITIVE OR CONSEQUENTIAL DAMAGES.19. Use of the NameThe Sub-Adviser has consented to the use by the Trust of the name or identifying word Madison in the name of the Trust. Such consent is conditioned upon the employment of the Sub-Adviser as the investment sub-adviser to the Trust. The name or identifying word Madison may be used from time to time solely in connection with the Sub-Advisers services under this Agreement. The Sub-Adviser may require the Trust to cease using Madison in the name of the Trust, if the Trust ceases to employ, for any reason, the Sub-Adviser, any successor thereto or any affiliate thereof as investment sub-adviser of the Trust. If so required by the Sub-Adviser, the Trust will cease using Madison in its name as promptly as practicable and make all reasonable efforts to remove Madison from its name.20. Miscellaneous(a) The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.(b) If any provision of this Agreement is invalid, illegal, or unenforceable under applicable law of mandatory application, the validity, legality, and enforceability of that provision or condition in other instances and of the remaining provisions and conditions are not in any way affected thereby. (c) Nothing contained in this Agreement will be deemed to require the Trust to take any action contrary to the Trusts Amended and Restated Agreement and Declaration of Trust or By-laws, as they may be amended and/or restated from time to time, with notice to the Sub-Adviser, or any applicable statute or regulation, or to relieve or deprive the Board of Trustees of its responsibility for and control of the conduct of the affairs of the Trust. (d) This Agreement shall be binding on, and shall inure to the benefit of the parties hereto and their respective successors.(e) This Agreement may be executed in counterparts by the parties hereto, each of which when executed is deemed to be an original and all of which together are deemed to be one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.B-14(f) This Agreement constitutes the entire understanding and agreement, and supersedes any and all other proposals, understandings, and agreements among the parties with respect to the subject matter hereof.IN WITNESS WHEREOF, the parties hereto have caused the foregoing instrument to be executed by their duly authorized officers, all as of the day and the year first above written.MADISON COVERED CALL & EQUITY STRATEGY FUNDBy: Name: Title: XA INVESTMENTS LLCBy: Name: Title: MADISON ASSET MANAGEMENT, LLCBy: Name: Title: B-15EXHIBIT COTHER FUNDS WITH SIMILAR INVESTMENT OBJECTIVESMadison. The table below provides information regarding other registered investment companies managed by Madison which have a similar investment objective as the Fund.Name of Other FundOther Funds Investment ObjectiveAdvisers Management FeeNet Assets as of December 31, 2023Has Adviser Agreed to Waive or Reduce its Management Fee under any Applicable Contract?Madison Covered Call & Equity Income FundSeeks to provide consistent total return and, secondarily, to provide a high level of income and gains from option premiums.0.85%$261,020,326NoMadison Covered Call ETFSeeks to provide consistent total return and secondarily, to produce a high level of income and gains.0.90%1$82,690,175No1 Pursuant to an investment advisory agreement between Madison and the Madison ETFs Trust, on behalf of each series thereof (each, a Series), each Series has agreed to pay an annual unitary management fee to Madison. This unitary management fee is designed to pay each Series expenses and to compensate Madison for the services it provides to each Series. Out of the unitary management fee, Madison pays substantially all expenses of each Series, including the cost of investment management services, transfer agency, custody, fund administration, legal, audit and other service and license fees. The unitary fee does not cover, and therefore, each Series pays directly, interest, taxes, brokerage commissions, acquired fund fees and expenses and other expenses connected with the execution of portfolio transactions, distribution, and service fees payable pursuant to a Rule 12b-1 plan, if any, and extraordinary expenses.XAI. XAI does not manage other registered investment companies which have a similar investment objective as the Fund.C-1THIS PAGE INTENTIONALLY LEFT BLANKEVERY VOTE IS IMPORTANTMADISON COVERED CALL & EQUITY STRATEGY FUNDPO Box 43131Providence, RI 02940-3131VOTING OPTION:VOTE ON THE INTERNETLog on to:www.proxy-direct.comor scan the QR codeFollow the on-screen instructionsavailable 24 hoursVOTE BY PHONECall 1-800-337-3503Follow the recorded instructionsavailable 24 hoursVOTE BY MAILVote, sign and date this Proxy Card and return in the postage-paid envelopePlease detach at perforation before mailing.PROXYMADISON COVERED CALL & EQUITY STRATEGY FUNDSPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 15, 2024THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES. Greg D. Hoppe and Kyle Schalow (the Proxyholders), or any of them, each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Special Meeting of shareholders of the Madison Covered Call & Equity Strategy Fund (the "Fund"), to be held on Tuesday, October 15, 2024 at 9:00 a.m., local time at the offices of Madison Asset Management, LLC, 550 Science Drive, Madison, Wisconsin 53711, and any adjournments or postponements thereof.Shares represented by this proxy card when properly executed will be voted in the manner directed herein by the shareholder, and in the discretion of such proxies, upon any and all other matters as may properly come before the Special Meeting or any adjournment or postponement thereof. If no direction is made, on a properly executed card, this proxy will be voted "FOR" the proposals. If any of the Trustee nominees for any reason are unable or unwilling to serve, the Proxyholders will vote for the election of such other person as they may consider qualified. The shareholder hereby acknowledges receipt of this Notice of Special Meeting and Proxy Statement for the Special Meeting to be held on October 15, 2024.VOTE VIA THE INTERNET: www.proxy-direct.comVOTE VIA THE TELEPHONE: 1-800-337-3503MCC__34064_062724PLEASE MARK, SIGN, AND DATE ON THE REVERSE SIDE AND RETURN THE PROXY CARD USING THE ENCLOSED ENVELOPE.xxxxxxxxxxxxxx codeEVERY SHAREHOLDERS VOTE IS IMPORTANTImportant Notice Regarding the Availability of Proxy Materials for theSpecial Meeting to Be Held on October 15, 2024.The Proxy Statement for this meeting is available at:https://www.madisonfunds.com/MCNproxyPlease detach at perforation before mailing. TO VOTE, MARK BOXES BELOW IN BLUE OR BLACK AS SHOWN IN THIS EXAMPLE: xA.Proposals. THE BOARD RECOMMENDS YOU VOTE FOR THE FOLLOWING PROPOSALS: FOR AGAINST ABSTAIN 1. To approve a new investment advisory agreement between the Fund and XA Investments, LLC. FOR AGAINST ABSTAIN2. To approve a new investment subadvisory agreement among the Fund, Madison Asset Management, LLC and XA Investments, LLC. 3. To approve the election of five trustees to the Board of Trustees. FOR WITHHOLD01. Danielle Cupps* 02. Gregory Dingens** 03. Philip Franklin** 04. Scott Craven Jones*** 05. William Meyers*** *Class I Trustee to serve until the Funds 2027 Annual Meeting of Shareholders or until her successor shall have been elected and qualified.**Class II Trustee to serve until the Funds 2025 Annual Meeting of Shareholders or until his successor shall have been elected and qualified.***Class III Trustee to serve until the Funds 2026 Annual Meeting of Shareholders or until his successor shall have been elected and qualified.B. Authorized Signatures This section must be completed for your vote to be counted. Sign and Date Below.Note: Please sign exactly as your name(s) appear(s) on this proxy card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature.Date (mm/dd/yyyy) Please print date belowSignature 1 Please keep signature within the boxSignature 2 Please keep signature within the boxScanner bar code xxxxxxxxxxxxxx MCC 34064 xxxxxxxx Class II Trustee, since 2021; current term ends 2027See Mr. Jones biographical information in table above under the heading New Board of Trustees Nominees.16See Mr. Jones biographical information in table above under the heading New Board of Trustees Nominees. See Mr. Jones biographical information in table above under the heading New Board of Trustees Nominees. See Mr. Jones biographical information in table above under the heading New Board of Trustees Nominees. Steven P. Riege1954Class III Trustee, since 2015; current term ends 2025Ovation Leadership (management consulting), Milwaukee, WI, Owner/President, 2001 Present.Madison Funds (15 open end funds) and Ultra Series Fund (14 open end funds), 2005 Present; Madison ETFs (4 open end funds), June 2023 PresentInterested TrusteesJill M. Friedow(2)1964Class II Trustee, since 2023; current term ends 2027Vice President, 2023 PresentMadison Investment Holdings, Inc. (MIH), Madison Investment Advisors, LLC (MIA) and Madison Asset Management, LLC (Madison), Chief Technology Officer & Director of Operations, 2019-Present; Vice President & Director of Operations, 2010 - 2019; Vice President & Operations Manager, 2003-2010; Operations Manager, 1999-2003.30Madison Funds (15 open end funds) and Ultra Series Fund (14 open end funds), 2023 Present.(1) The term Madison Fund Complex refers to (i) the Madison Funds with 15 portfolios, (ii) the Ultra Series Fund with 14 portfolios, (iii) the Madison ETFs Trust with 4 active portfolios, and (iv) the Fund.(2) Ms. Friedow is an interested person of the Fund because of her position with Madison.For the Funds last fiscal year, the Current Board met five times. Each member of the Current Board attended 100% of the board meetings and the meetings of the board committees on which the trustee served during such period. Shareholders wishing to communicate with the Current Board or individual trustees should send such correspondence to the offices of Madison, 28550 Science Drive, Madison, Wisconsin 53711, c/o MCN, Secretary. Shareholder communications will be sent directly to the applicable board member(s). The Fund currently does not have a policy with respect to board members attendance at shareholder meetings.Current Executive Officers of the FundThe following table sets forth information concerning the current executive officers of the Fund, each of whom is expected to resign following the Closing of the Transaction, as the New Board is expected to appoint executive officers from the XAI organization and/or service providers to XAI. Jill Friedow is a Vice President of the Fund, and her biographical information is provided under the heading Information about the Current Board of Trustees, above. The mailing address for each current executive officer is 550 Science Drive, Madison, Wisconsin 53711.Name and Year of BirthPosition(s) Held with FundTerm of Office and Length of Time ServedPrincipal Occupation(s) During Past Five YearsPatrick F. Ryan1979PresidentSince March 2020Madison and MIA, Head of Multi-Asset Solutions and Portfolio Manager, 2018 Present; Madison Funds and Ultra Series Fund, President, March 2020 - Present; Madison ETFs, President, June 2023 PresentSteve J. Fredricks1970Chief Compliance Officer and Assistant SecretarySince 2018Madison and MIA, Chief Legal Officer, March 2020 Present and Chief Compliance Officer, 2018 Present; Madison Funds and Ultra Series Fund, Chief Compliance Officer and Assistant Secretary, 2018 - Present; Madison ETFs, Compliance Officer and Assistant Secretary, June 2023 Present; Jackson National Asset Management, LLC, Senior Vice President and Chief Compliance Officer, 2005 2018Greg D. Hoppe1969Vice President;Chief Financial OfficerSince March 2020; Since 2019MIH and MIA, Vice President, 1999 - Present; Madison, Vice President, 2009 Present; Madison Funds and Ultra Series Fund, Chief Financial Officer, 2019 - Present; Madison ETFs, Chief Financial Officer and Treasurer, June 2023 Present29Name and Year of BirthPosition(s) Held with FundTerm of Office and Length of Time ServedPrincipal Occupation(s) During Past Five YearsKyle Schalow1995Assistant TreasurerSince July 2024Madison and MIA, Senior Accountant, 2022 - Present; Madison Funds, Ultra Series Fund and Madison ETFs Trust, Assistant Treasurer, July 2024 PresentBaker Tilly US LLP, Senior Accountant, 2018 2022Terri Wilhelm1968Secretary;Assistant SecretarySince July 2024; from 2022 - June 2024Madison and MIA, Senior Compliance Analyst, September 2022 Present; Madison Funds and Ultra Series Fund, Secretary, July 2024 - Present and Assistant Secretary 2022 June 2024; Madison ETFs, Secretary July 2024 - Present and Assistant Secretary, June 2023 July 2024;State of Wisconsin Investment Board, Senior Paralegal, 2017 2022Brandon Redwing1979Assistant Secretary andAnti-Money Laundering OfficerSince July 2024Madison and MIA, Mutual Fund Operations Manager, April 2024 - Present; Madison Funds, Ultra Series Fund and Madison ETFs Trust, Assistant Secretary and Anti-Money Laundering Officer, July 2024 Present. SS&C Technologies, Client Relationship Manager 2020 March 2024Current Board Committees, Leadership Structure and Risk Oversight Committees. The Current Board has determined that the efficient conduct of the trustees affairs makes it desirable to delegate responsibility for certain specific matters to committees of the Current Board. The committees meet as often as necessary, either in conjunction with regular meetings of the trustees or otherwise. The Current Board currently has two standing committees: the Audit Committee and the Nominating and Governance Committee.Audit Committee. The Current Board has an Audit Committee which is comprised of Richard E. Struthers (Chair), Steven P. Riege and Scott C. Jones. In addition to being independent trustees, as defined under the 1940 Act, each of these trustees also meets the additional independence requirements set forth in the NYSE Listed Company rules. The Audit Committee is charged with selecting an independent registered public accounting firm for the Fund and reviewing accounting matters with the Funds independent registered public accounting firm. The Audit Committee 30of the Current Board met four times during the last fiscal year. The Audit Committee presents the following report:The Audit Committee: (i) reviewed and discussed with management of the Fund the audited financial statements of the Fund for the fiscal year ended December 31, 2023; (ii) discussed with the Funds independent registered public accounting firm the matters required to be discussed under Public Company Accounting Oversight Board ("PCAOB") Auditing Standard No. 16, Communications with Audit Committee and all other communications required by other PCAOB Standards or Rules; and (iii) received the written disclosures and the letter from the Funds independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent accountants communications with the Audit Committee concerning the independence of the Funds independent registered public accounting firm. Based on these reviews and discussions, the Audit Committee recommended to the Current Board that the financial statements be included in the Funds Annual Report for the fiscal year ended December 31, 2023 and filed with the SEC.The Audit Committee is governed by a written charter, the most recent version of which was approved by the Current Board on May 23, 2024 (the Audit Committee Charter). In accordance with proxy rules promulgated by the SEC, the Funds Audit Committee Charter is required to be filed at least once every three years as an exhibit to the Funds proxy statement, and was last filed in 2022 as Attachment A to the Funds proxy statement. It is also available on the Funds website at www.madisonfunds.com. You may request a hard copy of the Audit Committee Charter to be mailed to you by calling the Fund toll-free at 1-800-767-0300.Nominating & Governance Committee. The Current Board has a Nominating & Governance Committee which is comprised of Steven P. Riege (Chair), Richard E. Struthers and Scott C. Jones. In addition to being independent trustees, as defined under the 1940 Act, each of these trustees also meets the additional independence requirements set forth in the NYSE Listed Company rules. The Nominating & Governance Committee of the Current Board met four times during the last fiscal year.The Nominating & Governance Committee is governed by a written charter, the most recent version of which was approved by the Current Board on February 22, 2024 (the Nominating & Governance Committee Charter). In accordance with proxy rules promulgated by the SEC, the Funds Nominating & Governance Committee Charter is required to be filed at least once every three years as an exhibit to the Funds proxy statement, and was last filed in 2022 as Attachment B to the Funds proxy statement. It is also available on the Funds website at www.madisonfunds.com. You may request a hard copy of the Nominating & Governance Committee Charter to be mailed to you by calling the Fund toll-free at 1-800-767-0300.As part of its duties, the Nominating & Governance Committee makes recommendations to the full Current Board with respect to candidates for the board. The Nominating & Governance Committee also will consider 31trustee candidates recommended by shareholders. In considering candidates submitted by shareholders, the Nominating & Governance Committee will take into consideration the needs of the board and the qualifications of the candidate. To have a candidate considered by the Nominating & Governance Committee, a shareholder must submit the recommendation in writing and must include the information required by the Procedures for Shareholders to Submit Nominee Candidates, which are set forth in Appendix A to the Nominating & Governance Committee Charter. The shareholder recommendation must be sent to the Funds Secretary, c/o Madison Asset Management, LLC, 550 Science Drive, Madison, Wisconsin 53711.Leadership Structure. The Current Board is relatively small and operates in a collegial atmosphere. Although no member is formally charged with acting as Chair, Mr. Ryan, the President of the Fund, acts as the Chairperson of board meetings. All Current Board members are expected to provide their input into establishing the boards meeting agenda. Likewise, each Current Board meeting contains a standing agenda item for any board member to raise new or additional items he or she believes is important in connection with Fund governance. The Current Board has charged Mr. Riege with acting as the lead independent trustee for purposes of communicating with Madison, the Funds Chief Compliance Officer, counsel to the independent trustees and Fund counsel on matters relating to the Current Board as a whole. The independent trustees often meet in executive session without representatives of Madison present (including meetings with counsel, the Chief Compliance Officer, and the Funds independent public accounting firm).Current Boards Role in Risk Oversight. Madison is responsible for the overall risk management of the Fund, which includes supervising its affiliated and third-party service providers and identifying and mitigating possible events that could adversely impact the Funds business, operations or performance. Risks to the Fund include investment, legal, compliance and regulatory risks, as well as the risk of operational failure or lack of business continuity. The Current Board oversees risk management of the Funds investment programs through the Audit Committee and through oversight by the Current Board itself. The Chief Compliance Officer of the Fund, who reports directly to the independent trustees, provides the Current Board with quarterly updates and a comprehensive annual report regarding the processes and controls in place to address regulatory, compliance, legal and operational risk. The Current Board exercises its oversight in conjunction with Madison, the Funds Chief Compliance Officer, Fund counsel and counsel to the independent trustees by requesting reports and presentations at regular intervals throughout the year. Additionally, the Audit Committee receives periodic reports from the Funds independent accountants. The Current Boards committee structure requires an independent trustee to serve as chair of the Nominating & Governance Committee and the Audit Committee. The Current Board receives regular written reports describing and analyzing the investment performance of the Fund. In addition, the portfolio managers of the Fund meet with the Current Board periodically to discuss portfolio performance and answer the Boards questions with respect to portfolio strategies and risks. The Current Board also receives regular written reports from the Funds Chief Financial Officer that enable the Board to monitor the number of fair valued securities in the Funds portfolio, the reasons for the fair valuation and the methodology used to arrive at the fair value. Such reports 32also include information concerning illiquid securities within the Funds portfolio. The Current Board and/or the Audit Committee may also review valuation procedures and pricing results with the Funds independent auditors in connection with the review of the results of the audit of the Funds year-end financial statements. The Current Board also receives regular compliance reports prepared by the compliance staff of Madison, and meets regularly with the Funds Chief Compliance Officer to discuss compliance issues, including compliance risks. As required under applicable rules, the independent trustees meet regularly in executive session with the Funds Chief Compliance Officer. The Current Board also adopts compliance policies and procedures for the Fund and approves such procedures as appropriate for certain of the Funds service providers. The compliance policies and procedures are specifically designed to detect and prevent violations of the federal securities laws.The Current Board recognizes that it is not possible to identify all of the risks that may affect the Fund or to develop processes and controls to eliminate or mitigate their occurrence or effects. The Current Board periodically reviews the effectiveness of its oversight of the Fund and the processes and controls in place to limit identified risks. The Current Board may, at any time and in its discretion, change the manner in which it conducts its risk oversight role.Given the small size of the Current Board, its committee structure, the openness of Current Board meetings to active input by all Current Board members, its utilization of executive sessions, the role of the lead independent trustee and the Current Boards quarterly focus on compliance and risk management, the Current Board has determined that its current leadership structure is appropriate for the protection of Fund investors.New Board Proposed Committees, Leadership Structure and Risk Oversight Committees. It is expected that the New Board will establish two standing committees, an Audit Committee and a Governance Committee. The committees are expected to meet as often as necessary, either in conjunction with regular meetings of the trustees or otherwise.Audit Committee. The Audit Committee will be generally responsible for reviewing and evaluating issues related to the accounting and financial reporting policies and internal controls of the Fund and, as appropriate, the internal controls of certain service providers, overseeing the quality and objectivity of the Funds financial statements and the audit thereof and acting as a liaison between the New Board and the Funds independent registered public accounting firm. It is expected that the Audit Committee will be composed entirely of independent trustees. The Audit Committee will be governed by a written Audit Committee Charter, which will be approved by the New Board at its first meeting. Once approved, a copy of the Audit Committee Charter will be available on the Funds website at www.xainvestments.com.Governance Committee. The Governance Committee will be responsible for recommending qualified candidates to the New Board in the event that a position is vacated or created. In considering trustee nominee candidates, the Governance Committee will take into account a wide variety of factors, including the overall diversity of the New Boards composition. It is expected that the Governance Committee will be composed entirely of 33independent trustees. It is anticipated that the Governance Committee will consider recommendations by shareholders if a vacancy were to exist. In considering candidates recommended to the Governance Committee by shareholders, the Governance Committee will take into consideration the needs of the New Board and the qualifications of the candidate. The Governance Committee may also take into consideration the number of shares held by the recommending shareholder and the length of time that such shares have been held. In order to be considered, following the Closing Date, such recommendations should be forwarded to the Secretary of the Fund, c/o XA Investments LLC, 321 North Clark Street, Suite 2430, Chicago, Illinois 60654. The Governance Committee will be governed by a written Governance Committee Charter, which will be approved by the New Board at its first meeting. Once approved, a copy of the Governance Committee Charter will be available on the Funds website at www.xainvestments.com.Leadership Structure. The primary responsibility of the New Board will be to represent the interests of the Fund and its shareholders, and to provide oversight of the management of the Fund. The New Board will be comprised of five trustees, four of whom (including the chairperson) are independent trustees and one of whom is an interested trustee. Generally, the New Board will act by majority vote of all the trustees, including a majority vote of the independent trustees if required by applicable law.It is proposed that Mr. Dingens will be appointed as the independent chairperson, who will preside at meetings of the New Board and who will be responsible for, among other things, setting the tone of New Board meetings and seeking to encourage open dialogue and independent inquiry among the New Trustees and management. The New Board will meet regularly four times each year to discuss and consider matters concerning the Fund, and also hold special meetings to address matters arising between regular meetings. Regular meetings generally will take place in-person; other meetings may take place in-person or by telephone. The New Board will establish two standing committees (as described above) and will delegate certain responsibilities to those committees, each of which will be comprised solely of independent trustees. The New Board and its committees will meet periodically throughout the year to oversee the Funds activities, review contractual arrangements with service providers, review the Funds financial statements, oversee compliance with regulatory requirements, and review performance. The independent trustees will be represented by independent legal counsel at board and committee meetings and will regularly meet outside the presence of Fund management. The New Board believes that this leadership structure, including an independent chairperson, a supermajority of independent trustees and committee membership limited to independent trustees, is appropriate in light of the characteristics and circumstances of the Fund.New Boards Role in Risk Oversight. The New Board will oversee risk directly and through the committee structure it intends to establish. As described above, the New Board expects to establish an Audit Committee and a Governance Committee to assist in its oversight functions, including its oversight of the risks of the Fund. Each committee will report its activities to the New Board on a regular basis. The New Board intends to adopt and periodically review policies, procedures and controls designed to address different types of risks, including, among others, investment risk, liquidity risk, operational risk, and valuation risk, as well as the overall business risk 34relating to the Fund. The New Board will also oversee the implementation of a variety of processes, procedures and controls by the Fund, XAI, Madison and other service providers to the Fund to address various risks. In addition, as part of the New Boards anticipated periodic review of the Funds service provider agreements, including agreements with XAI and Madison, the New Board may consider risk management aspects of the service providers operations and the functions for which they are responsible.The New Board will appoint a Chief Compliance Officer for the Fund, who will oversee the development of compliance policies and procedures of the Fund that are reasonably designed to minimize the risk of violations of the federal securities laws. The Chief Compliance Officer will report directly to the New Boards independent trustees, and will provide presentations to the New Board at its quarterly meetings and an annual report on the application of the compliance policies. The New Board will discuss relevant risks affecting the Fund with the Chief Compliance Officer at these meetings. The New Board will approve compliance policies and will review the Chief Compliance Officers reports. Further, the New Board will annually review the effectiveness of the compliance policies, as well as the appointment and compensation of the Chief Compliance Officer.The New Board will require officers of the Fund to report to the New Board on a variety of matters at regular and special meetings of the New Board and its committees, as applicable, including matters relating to risk management. The Audit Committee will also receive reports from the Funds independent registered public accounting firm on internal control and financial reporting matters. In addition, the New Board will receive reports from XAI and Madison on the investments and securities trading of the Fund. The New Board will also require XAI and Madison to report to the New Board on other matters relating to risk management on a regular and as-needed basis.Board CompensationThe following table sets forth the compensation paid to each member of the Current Board by the Fund for the Funds fiscal year ended December 31, 2023. In addition, all independent trustees are reimbursed for reasonable travel and out-of-pocket expenses incurred to attend meetings of the Current Board or its committees. The Funds interested trustees and officers receive no compensation from the Fund for performing the duties of their office. 35Trustee NameAggregate Compensationfrom FundTotal Compensation from Fund and Madison Fund Complex(1)Scott C. Jones$12,000$74,000Steven P. Riege(2)$13,000$123,000Richard E. Struthers$12,000$115,000(1) The term Madison Fund Complex refers to (i) the Madison Funds with 15 portfolios, (ii) the Ultra Series Fund with 14 portfolios, (iii) the Madison ETFs Trust with 4 active portfolios, and (iv) the Fund. (2) As lead independent trustee, Mr. Riege receives an additional $8,000 from the Madison Fund Complex, $1,000 of which is allocated to the Fund.Board Transactions with Fund AffiliatesAs of the date hereof, none of the independent trustees on the Current Board, the nominees for independent trustee on the New Board, nor their immediate family members owned beneficially or of record any securities of Madison, XAI, or any of their affiliates. In addition, during the past five years, neither the independent trustees on the Current Board, the nominees for independent trustee on the New Board, nor members of their immediate families, had a direct or indirect interest, the value of which exceeds $120,000, in Madison, XAI, or any of their affiliates. Likewise, since the beginning of the last two completed fiscal years of the Fund, neither the independent trustees on the Current Board, the nominees for independent trustee on the New Board, nor members of their immediate families had a direct or indirect interest in any transaction or series of transactions, the value of which exceeds $120,000 and to which any of the following persons was (or is to be) a party: (i) the Fund, (ii) any officer of the Fund, or (iii) Madison, XAI, or any of their affiliates. Consequences of Shareholders not approving the New BoardIf the New Board is not approved by shareholders, the Fund will abandon all three Proposals, and Madison will continue to serve as the investment adviser of the Fund and the Current Board will continue to oversee the Fund. Recommendation of the Board of TrusteesFor the reasons set forth above, the Current Board recommends that shareholders of the Fund vote FOR each New Trustee.36ADDITIONAL INFORMATIONInformation about the FundThe Fund is a closed-end management investment company organized as a Delaware statutory trust. Madison Asset Management, LLC is the investment adviser to the Fund. Madisons principal office is located at 550 Science Drive, Madison, Wisconsin 53711. In addition to investment management services, under the Existing Advisory Agreement, Madison is also responsible for managing the Funds administrative affairs under an Existing Services Agreement, and in this capacity, oversees State Street Bank and Fund Company (State Street), which currently serves as sub-administrator to the Fund. State Streets address is 801 Pennsylvania Avenue, Kansas City, Missouri 64105. The Funds current custodian is State Street, and its current transfer agent is Computershare, 150 Royall Street, Suite 101, Canton, MA 02021. The Fund does not place any brokerage transactions with any affiliates of Madison. XA Investments LLC is proposed to be the new investment adviser to the Fund as a result of the Transaction, with Madison serving as the subadviser to the Fund. XAIs principal office is located at 321 North Clark Street, Suite 2430, Chicago, Illinois 60654. Information about MadisonMadison Asset Management, LLC was founded in 1974, and is a direct, wholly-owned (100% owned) subsidiary of Madison Investment Holdings (MIH), the ultimate corporate parent of Madison. Both Madisons and MIH's principal office is located at 550 Science Drive, Madison, Wisconsin 53711. As of May 31, 2024, Madison and its affiliates managed approximately $25.7 billion in assets, including open-end mutual funds, separately managed accounts and wrap accounts. Exhibit B contains information with respect to other funds managed by Madison which have a similar investment objective as the Fund. The mailing address of principal officers and directors of MIH is 550 Science Drive, Madison, Wisconsin 53711. Information regarding the principal executive officers and directors of Madison is as follows: NameTitle/Principal OccupationSteven CarlChairman of the Board and Board Member of MIH; (Principal Executive Officer; Chief Distribution Officer)Paul LefurgeyBoard Member of MIH(Retired)Frank BurgessBoard Member of MIH(Retired)Richard EisingerBoard Member of MIH(Head of Equities, Portfolio Manager)Information about XAIXA Investments LLC was founded in 2016 by XMS Capital Partners. XAIs principal office is located at 321 North Clark Street, Suite 2430, Chicago, Illinois 60654. As of May 31, 2024, XAI and its affiliates managed $681 million in assets, including two closed-end funds. XAI also provides investment fund restructuring and consulting services focused on closed-end 37funds. Exhibit B contains information with respect to other funds managed by XAI which have a similar investment objective as the Fund. Information regarding the principal executive officers and directors of XAI is as follows:NameTitleJohn Yogi SpenceCo-Chief Executive OfficerTheodore F. BrombachCo-Chief Executive OfficerKimberly Ann FlynnPresidentBenjamin D. McCullochGeneral Counsel & Managing DirectorKevin B. DavisManaging Director & Head of SalesInformation about Independent Registered Public Accounting FirmFor the fiscal years ended December 31, 2022 and December 31, 2023, and the current fiscal year ending December 31, 2024, Deloitte & Touche LLP (D&T) has been selected as the Funds independent registered public accounting firm by the Audit Committee of the Fund to audit the accounts of the Fund. The Fund does not know of any direct or indirect financial interest of D&T in the Fund. Representatives of D&T will not be in attendance at the Meeting.Audit Fees. The aggregate fees billed to the Fund by D&T for professional services rendered for the audit of the Funds annual financial statements for the Funds fiscal years ended December 31, 2022 and December 31, 2023 were approximately $23,950 and $24,450, respectively.Audit-Related Fees. The aggregate fees billed by D&T and approved by the Audit Committee of the Fund for the Funds fiscal years ended December 31, 2022 and December 31, 2023 for assurance and related services reasonably related to the performance of the audit of the Funds annual financial statements were $0 and $0, respectively. D&T did not perform any other assurance and related services that were required to be approved by the Funds Audit Committee for such periods.Tax Fees. The aggregate fees billed by D&T and approved by the Audit Committee of the Fund for the Funds fiscal years ended December 31, 2022 and December 31, 2023 for professional services rendered for tax compliance, tax advice, and tax planning were approximately $4,652 and $4,799, respectively (such fees relate to tax services provided by D&T in connection with the review of the Funds tax returns). D&T did not perform any other tax compliance or tax planning services or render any tax advice that was required to be approved by the Funds Audit Committee for such periods.All Other Fees. Other than those services described above, D&T did not perform any other services on behalf of the Fund for the Funds fiscal years ended December 31, 2022 and December 31, 2023.Audit Committees Pre-Approval Policies and Procedures. As noted above, the Audit Committee is governed by the Audit Committee Charter, which includes Pre-Approval Policies and Procedures. The Audit Committee of the Fund has (i) pre-approved all audit and non-audit services provided by D&T to the Fund, and (ii) all non-audit services provided by D&T to Madison, or any entity controlling, controlled by, or under common control with Madison that provides ongoing services to the Fund which are related to the operations of the Fund (of which there were none), for the fiscal years ended December 3831, 2022 and December 31, 2023. None of the services described above for the Funds fiscal years ended December 31, 2022 and December 31, 2023 were approved by the Audit Committee pursuant to the pre-approval exception under Rule 2-01(c)(7)(i)(c) of Regulation S-X promulgated by the SEC.Voting InformationGeneral; Record Date. The record holders of the outstanding shares of the Fund as of the close of business on July 22, 2024 (the Record Date) are entitled to vote at the Meeting and any adjournment or postponement thereof. Each shareholder is entitled to one vote per share and a fractional vote with respect to fractional shares. Whether you expect to be personally present at the Meeting or not, we encourage you to vote by proxy. You can do this by phone or the Internet or by completing, dating, signing, and returning the accompanying proxy card using the enclosed postage prepaid envelope. By voting by proxy, your shares will be voted as you instruct. If no choice is indicated, your shares will be voted FOR each Proposal, and in the discretion of the persons named as proxies on such other matters that properly may come before the Meeting.Any shareholder giving a proxy may revoke it at any time before it is exercised at the Meeting by submitting to the Secretary of the Fund a written notice of revocation or a subsequently signed proxy card (i.e., a later-dated proxy), or by attending the Meeting and voting in person. A prior proxy can also be revoked by proxy voting again through the website or toll-free number noted on the enclosed proxy card. Proxy cards and written notices of revocation must be received by the Fund prior to the Meeting. If not so revoked, the shares represented by the proxy will be voted at the Meeting and any postponements or adjournments of the Meeting. Attendance by a shareholder at the Meeting does not by itself revoke a proxy.As of the Record Date, the Fund had 21,087,537 shares issued and outstanding.Solicitation of Proxies and Related Costs. The solicitation of proxies will occur principally by mail. In addition to solicitation by mail, certain officers and representatives of the Fund and officers and employees of Madison (who will receive no extra compensation for their services) and representatives of the Funds proxy solicitor, Computershare, may solicit proxies by telephone, the Internet, facsimile, letter, or other electronic means. If instructions are recorded by telephone, the person soliciting the proxies will use procedures designed to authenticate shareholders identities to allow shareholders to authorize the voting of their shares in accordance with their instructions, and to confirm that a shareholders instructions have been properly recorded.The expenses incurred in connection with preparing the Proxy Statement and its enclosures and all related legal and proxy solicitation expenses will be paid by Madison and/or XAI. These expenses are estimated to be approximately $250,000.Quorum. In order for a vote on any Proposal to be taken at the Meeting, there must exist a quorum of shareholders of the Fund eligible to vote on such Proposal. To have a quorum, the holders of a majority of the shares entitled to vote on each Proposal must be present in person or by proxy at the Meeting. 39For this purpose, whether a quorum exists is determined on a Proposal-by-Proposal basis.Abstentions and Broker Non-Votes. For purposes of determining the presence of a quorum for each Proposal, abstentions and broker non-votes are treated as present. Broker non-votes occur when a nominee holding shares for a beneficial owner does not vote on a Proposal because the nominee does not have discretionary voting powers with respect to that Proposal and has not received instructions from the beneficial owner. Abstentions and broker non-votes have the effect of a vote against Proposals 1 and 2, while abstentions and broker non-votes have no effect on the outcome of Proposal 3. Adjournment. It may become necessary from time to time to adjourn the Meeting in order to allow more time to solicit additional proxies, as necessary, if there are insufficient votes at the time of the Meeting to constitute a quorum or to approve any Proposal. Under the Funds governing documents, any meeting of shareholders, whether or not a quorum is present, may be adjourned from time to time by: (i) the vote of the majority of the shares represented at that meeting, either in person or by proxy; or (ii) in his or her discretion by the chairperson of the meeting. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting. Accordingly, if a quorum is not present at the Meeting with respect to any Proposal, it is expected that the holders of proxies will vote to authorize the adjournment of the Meeting with respect to such Proposal(s) in order to solicit additional proxies. Even if a quorum is present at the Meeting with respect to some or all Proposals, but there are insufficient votes to approve a Proposal, it is also expected that the holders of proxies will vote to authorize the adjournment of the Meeting to solicit additional proxies with respect to such Proposal(s). If the Meeting is adjourned, the adjourned meeting must be held not later than 180 days after the Record Date and may be held without further notice, other than an announcement at the Meeting in accordance with the Funds governing documents and as permitted under Delaware law. Votes Required to Pass the ProposalsProposal 1. In order for the New Advisory Agreement to be approved, it must be approved by the holders of a majority of the outstanding voting securities of the Fund. The term majority of the outstanding voting securities (as defined in the 1940 Act and used in this Proxy Statement) means: the affirmative vote of the lesser of (i) 67% or more of the voting securities of the Fund present at the Meeting if more than 50% of the outstanding voting securities of the Fund are present in person or by proxy, or (ii) more than 50% of the outstanding voting securities of the Fund. Proposal 2. In order for the New Subadvisory Agreement to be approved, it must be approved by the holders of a majority of the outstanding voting securities of the Fund, using the same definition of this term described above regarding Proposal 1. Proposal 3. In order for the New Trustees to be elected, the entire slate of nominees must be approved by the affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote at the Meeting. Votes withheld will have the same effect as a vote against the Proposal.Please note that if you sign, date, and return the proxy card, but do not specify a vote on each Proposal, your shares will be voted in favor of each Proposal, and in the discretion of the proxies named therein with respect to any other 40business that may properly come before the Meeting or any postponements or adjournments thereof. IMPORTANT: Each Proposal must be approved in order for the Fund to move forward with any of the Proposals. If shareholders do not approve one of the Proposals, the Fund will abandon all three Proposals, and Madison will continue to serve as the investment adviser of the Fund and the Current Board will continue to oversee the Fund. No Dissenters RightsShareholders have no rights under applicable law or the Funds Declaration of Trust or Bylaws to exercise dissenters rights of appraisal with respect to any Proposal.Summary of Certain Aspects of Delaware Control Share Acquisition StatuteThe Fund is subject to the control share acquisition statute (the Control Share Statute) contained in Subchapter III of the Delaware Statutory Trust Act (the DSTA), which became automatically applicable to listed closed-end funds, such as the Fund.The Control Share Statute provides for a series of voting power thresholds above which shares are considered control beneficial interests (referred to here as control shares). Once a threshold is reached, an acquirer has no voting rights under the DSTA with respect to shares acquired in excess of that threshold (i.e., the control shares) unless approved by shareholders of the Fund or exempted by the Board. The Control Share Statute provides procedures for an acquirer to request a shareholder meeting for the purpose of considering whether voting rights shall be accorded to control shares.The foregoing is only a summary of certain aspects of the Control Share Statute. Some uncertainty around the application under the 1940 Act of state control share statutes exists as a result of recent federal and state court decisions that have found that certain control share acquisition provisions violate the 1940 Act.Security Ownership of Management, Trustees and Principal ShareholdersAs of the Record Date, to the best of the knowledge of the Fund, no trustee or officer of the Fund beneficially owned 1% or more of the outstanding shares of the Fund, and the trustees and the officers of the Fund, as a group, beneficially owned less than 1% of the outstanding shares of the Fund. The Current Board is not aware of any arrangements, the operation of which may result in a change in control of the Fund. The following table shows the dollar range of the Funds equity securities that are beneficially owned* by each member of the Current Board and the existing officers as of the Record Date. As of the same date, the nominees for New Trustee did not hold any equity securities of the Fund. * Beneficial Ownership is determined in accordance with Section 16a-1(a)(2) of the Exchange Act.41Trustee/Officer NameDollar Range of Beneficially-Owned Securities of the FundAggregate Dollar Range of Beneficially-Owned Securities of the Madison Fund Complex(1)Scott C. JonesNoneOver $100,000Steven P. RiegeNone$10,001 - $50,000Richard E. StruthersNone$10,001 - $50,000Jill M. Friedow$0 - $10,000$50,001 - $100,000Patrick F. RyanNoneOver $100,000Steve J. FredricksNone$50,001 - $100,000Greg D. HoppeNoneOver $100,000Brandon RedwingNone$1 - $10,000Kyle SchalowNoneNoneTerri WilhelmNoneNone(1) The term Madison Fund Complex refers to (i) the Madison Funds with 15 portfolios, (ii) the Ultra Series Fund with 14 portfolios, (iii) the Madison ETFs Trust with 4 active portfolios, and (iv) the Fund.As of the Record Date, to the knowledge of the Fund, no person owned of record or owned beneficially more than 5% of the voting securities of the Fund.Section 16 Beneficial Ownership Reporting ComplianceSection 16(a) of the Exchange Act and Section 30(h) of the 1940 Act require the Funds executive officers and trustees, certain officers of the Funds investment adviser, affiliated persons of the investment adviser, and persons who beneficially own more than 10% of the Funds shares to file certain reports of ownership (Section 16 filings) with the SEC and the NYSE. Based upon the Funds review of the copies of such forms effecting the Section 16 filings received by it, the Fund believes that for Funds fiscal year ended December 31, 2023, all filings applicable to such persons were completed and filed in a timely manner.HouseholdingThe SEC has adopted rules that permit investment companies, such as the Fund, to satisfy delivery requirements for proxy statements with respect to two or more shareholders sharing the same address by delivering a single proxy statement addressed to those shareholders. This process, which is commonly referred to as householding, could result in extra convenience and cost savings for the Fund and its shareholders.If possible, depending on shareholder registration and address information, and unless you have otherwise opted out, only one copy of this Proxy Statement will be sent to shareholders at the same address. However, each shareholder will receive separate proxy cards. If you currently receive multiple copies of proxy statements or shareholder reports and would like to request to receive a single copy of documents in the future, please contact your financial services firm.42Shareholder Proposals for Subsequent MeetingsShareholder proposals intended for inclusion in the Funds proxy statement in connection with the Funds 2025 Annual Meeting of Shareholders pursuant to Rule 14a-8 under the Exchange Act, must be received by the Fund at its principal executive offices by February 12, 2025. In order for the proposals made outside of Rule 14a-8 under the Exchange Act to be considered timely within the meaning of Rule 14a-4(c) under the Exchange Act, such proposals much be received by the Fund at its principal executives offices not later than the close of business on May 3, 2025, nor earlier than the close of business on April 3, 2025. The timely submission of a proposal does not guarantee its inclusion. Whether a proposal is included in a proxy statement will be determined in accordance with applicable federal and state laws, as well as the Funds governing documents.Other Matters to Come Before the MeetingNo business other than the Proposals described in this Proxy Statement are expected to come before the Meeting, but should any other matter requiring a vote of shareholders arise, the persons named as proxies will vote thereon in their discretion according to their best judgment in the interests of the Fund and its shareholders.Dated: August 7, 2024PLEASE COMPLETE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED ENVELOPE. YOU MAY ALSO VOTE BY INTERNET OR TELEPHONE IN ACCORDANCE WITH THE INSTRUCTIONS SET FORTH ON THE ENCLOSED PROXY CARD.43EXHIBIT ANEW INVESTMENT ADVISORY AGREEMENTINVESTMENT ADVISORY AGREEMENTINVESTMENT ADVISORY AGREEMENT (the Agreement), dated as of [ ], 2024 between Madison Covered Call and Equity Strategy Fund, a Delaware statutory trust (the Trust), and XA Investments LLC, a Delaware limited liability company (the Adviser).WHEREAS, the Adviser has agreed to furnish investment management and advisory services to the Trust, a closed-end management investment company registered under the Investment Company Act of 1940, as amended (the 1940 Act);WHEREAS, the Adviser is a registered investment adviser under the Investment Advisers Act of 1940, as amended (the Advisers Act); WHEREAS, this Agreement has been approved in accordance with the provisions of the 1940 Act, and the Adviser is willing to furnish such services upon the terms and conditions herein set forth; andNOW, THEREFORE, in consideration of the mutual premises and covenants herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged, it is agreed by and between the parties hereto as follows:1. Appointment(a) The Trust hereby appoints the Adviser to act as the investment adviser to the Trust and to furnish the management and investment advisory services described herein, for the period and upon the terms herein set forth.(b) The Adviser hereby agrees, all as more fully set forth herein, to act as investment adviser to the Trust with respect to the investment of the Trusts assets and to supervise and arrange for the day-to-day operations of the Trust and the purchase of securities for and the sale of securities held in the investment portfolio of the Trust.(c) The Adviser for all purposes in this Agreement will be deemed to be an independent contractor and, unless otherwise expressly provided or authorized in this Agreement, will have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. 2. Duties and Obligations of the Adviser with Respect to Investment of Assets of the Trust. (a) Subject to the direction and control of the Trusts Board of Trustees, the Adviser shall:(i) act as investment adviser for and supervise and manage the investment and reinvestment of the Trusts assets and, in connection therewith, have complete discretion in purchasing and selling securities and other assets for the Trust and in voting, exercising consents and exercising all other rights appertaining to such securities and other A-1assets on behalf of the Trust; (ii) supervise the investment program of the Trust and the composition of its investment portfolio; and (iii) arrange, subject to the provisions of Section 5 hereof, for the purchase and sale of securities and other assets held in the investment portfolio of the Trust. (b) In performing its duties under this Section 2, the Adviser may delegate some or all of its duties and obligations under this Agreement to one or more investment sub-advisers; provided, however, that any such delegation shall be pursuant to an agreement with terms agreed upon by the Trust and approved in a manner consistent with the 1940 Act and provided, further, that no such delegation shall relieve the Adviser from its duties and obligations of management and supervision of the management of the Trusts assets pursuant to this Agreement and to applicable law.(c) The Adviser shall maintain business continuity, cybersecurity, disaster recovery and backup capabilities and facilities in keeping with industry standards and Securities and Exchange Commission (SEC) requirements through which the Adviser will be able to perform its obligations hereunder with minimal disruptions or delay. (d) To the extent prohibited by Regulation S-P, the Adviser and its affiliates will not disclose any non-public personal information, as defined in Regulation S-P, received from the Trust regarding any shareholder unless in accordance with an exception under Regulation S-P, or as otherwise may be permitted by law. The Adviser represents and warrants that, in accordance with applicable state privacy laws and Regulation S-P, it has implemented safeguards by adopting policies and procedures reasonably designed to: (i) insure the security and confidentiality of records and non-public personal information of shareholders; (ii) protect against any anticipated threats or hazards to the security or integrity of shareholder records and non-public personal information; and (iii) protect against unauthorized access to or use of such shareholder records or non-public personal information that could result in substantial harm or inconvenience to any shareholder. The Adviser shall treat confidentially all records of the Trust and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where the Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or (ii) when so requested by the Trust.(e) The Adviser acknowledges that, in compliance with the Bank Secrecy Act, as amended, the USA PATRIOT Act, and any implementing regulations thereunder (together, the AML Laws), the Trust has adopted anti-money laundering policies and procedures (the AML Policies). The Adviser agrees to comply with the Trusts AML Policies and the AML Laws, as the same may apply to the Adviser, now and in the future, and understands and agrees that the Trust may disclose information regarding the Adviser to governmental and/or regulatory or self-regulatory authorities to the extent required by applicable law or regulation and may file reports with such authorities as may be required by such law or regulation.A-2(f) The Adviser shall provide such information as may reasonably be requested by the Board under Section 15(c) of the 1940 Act in connection with its annual consideration of this Agreement.3. Duties and Obligations of the Adviser with Respect to the Management of the TrustThe Adviser shall perform the management services necessary for the operation of the Trust, including providing the Trust necessary personnel and such other services as the Adviser, subject to review by the Board of Trustees, from time to time shall determine to be necessary or useful to perform its obligations under this Agreement. The Adviser, also on behalf of the Trust, shall conduct relations with administrators, custodians, depositories, transfer agents, pricing agents, investor support service providers, investor relations providers, dividend disbursing agents, other shareholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable.4. Covenants(a) In the performance of its duties under this Agreement, the Adviser shall at all times conform to, and act in accordance with, any requirements imposed by:(i) the provisions of the 1940 Act and the Advisers Act and all applicable Rules and Regulations of the SEC; (ii) any other applicable provision of law; (iii) the provisions of this Agreement and Declaration of Trust and By-Laws of the Trust, as such documents are amended from time to time; (iv) the investment objective, policies and restrictions of the Trust as set forth in its Registration Statement on Form N-2; and (v) any policies and determinations of the Board of Trustees of the Trust.(b) The Adviser will maintain a written code of ethics (the Code of Ethics) pursuant to Rule 17j-1 under the 1940 Act, a copy of which will be provided to the Trust, and will institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Adviser will follow such Code of Ethics in performing its services under this Agreement.(c) The Adviser will maintain compliance policies and procedures adopted pursuant to Rule 206(4)-7 under the Advisers Act and Rule 38a-1 under the 1940 Act, a copy of which will be provided to the Trust, and follow such compliance policies and procedures in performing its services under this Agreement; and(d) The Adviser will cooperate with the chief compliance officer of the Trust in connection with the implementation and operation of the Trusts compliance policies and procedures adopted pursuant to Rule 38a-1 under the 1940 Act, and will prepare necessary reports and provide the Trusts chief compliance officer with access to information reasonably necessary for the Trust to comply with Rule 38a-1.A-35. Portfolio Transactions(a) In the performance of its duties under this Agreement, the Adviser will place orders either directly with the issuer or with any broker or dealer. Subject to the other provisions of this paragraph, in placing orders with brokers and dealers, the Adviser will attempt to obtain the best price and the most favorable execution of its orders, and all such brokerage placement shall be made in compliance with Section 28(e) of the Securities Exchange Act of 1934, as amended. In placing orders, the Adviser will consider the experience and skill of the firms securities traders as well as the firms financial responsibility and administrative efficiency. Consistent with this obligation, the Adviser may select brokers on the basis of the research, statistical and pricing services they provide to the Trust and other clients of the Adviser. Information and research received from such brokers will be in addition to, and not in lieu of, the services required to be performed by the Adviser hereunder. A commission paid to such brokers may be higher than that which another qualified broker would have charged for effecting the same transaction, provided that the Adviser determines in good faith that such commission is reasonable in terms either of the transaction or the overall responsibility of the Adviser to the Trust and its other clients and that the total commissions paid by the Trust will be reasonable in relation to the benefits to the Trust over the long-term. In no instance, however, will the Trusts securities be purchased from or sold to the Adviser, or any affiliated person thereof, except to the extent permitted by the SEC or by applicable law.(b) At the request of the Board of Trustees of the Trust, the Adviser will identify and provide a written description to the Board of Trustees of soft dollar arrangements that the Adviser maintains with respect to the Trust or with brokers or dealers that execute transactions for the Trust, and of research and other services provided to the Adviser by a broker or dealer (whether prepared by such broker or dealer or by a third party) as a result, in whole or in part, of the direction of Trust transactions to the broker or dealer. (c) From time to time, the Adviser or brokers or dealers affiliated with it may find themselves in a position to buy for certain of their clients (each an Account) securities which the Advisers investment advisory clients wish to sell, and to sell for certain of their clients securities which other advisory clients wish to buy. Where one of the parties is an advisory client, the Adviser or the affiliated broker or dealer cannot participate in this type of transaction (known as a cross transaction) on behalf of an advisory client and retain commissions from one or both parties to the transaction without the advisory clients consent. This is because in a situation where the Adviser is making the investment decision (as opposed to a brokerage client who makes his own investment decisions), and the Adviser or an affiliate is receiving commissions from both sides of the transaction, there is a potential conflicting division of loyalties and responsibilities on the Advisers part regarding the advisory client. The SEC has adopted a rule under the Advisers Act that permits the Adviser or its affiliates to participate on behalf of an Account in agency cross transactions if the advisory client has given written consent in advance. By execution of this Agreement, the Trust authorizes the Adviser or its affiliates to participate in agency cross transactions involving an Account. The Trust may revoke its consent at any time by written notice to the Adviser.A-46. ConfidentialityEach of the Trust and the Adviser acknowledge and agree that pursuant to this Agreement, either party may have access to the other partys confidential and proprietary information and materials concerning or pertaining to the others business. Each party will receive and hold such information in the strictest confidence, and acknowledge, represent, and warrant that it will use its best efforts to protect the confidentiality of this information. Each party agrees that, without the prior written consent of the other party, which approval shall not be unreasonably withheld, they will not use, copy, or divulge to third parties or otherwise use, except in accordance with the terms of this Agreement, any information obtained from or through the other party in connection with this Agreement; provided, however, this covenant shall not apply to information (i) which is in the public domain now or when it becomes in the public domain in the future, other than by reason of a breach of this Agreement, (ii) which has come to either party from a lawful source not bound to maintain the confidentiality of such information, other than from the other party or an affiliate or representative of that party, (iii) disclosures which are required by law, regulatory authority, regulation or legal process or are made to any regulatory agency in the normal course of an examination, audit or investigation involving such party, or (iv) disclosure as reasonably necessary in the course of business to third parties subject to a duty to maintain the confidentiality of the information.7. Services Not Exclusive(a) Nothing in this Agreement shall prevent the Adviser or any officer, employee or other affiliate thereof from acting as investment adviser for any other person, firm or corporation, or from engaging in any other lawful activity, and shall not in any way limit or restrict the Adviser or any of its officers, employees or agents from buying, selling or trading any securities for its or their own accounts or for the accounts of others for whom it or they may be acting; provided, however, that the Adviser will undertake no activities which, in its judgment, will adversely affect the performance of its obligations under this Agreement.(b) The Adviser may manage other investment accounts and funds, including those with investment objectives similar to the Trust. Securities considered as investments for the Trust may also be appropriate for other investment accounts and funds that may be managed by the Adviser. Subject to applicable laws and regulations, the Adviser will attempt to allocate equitably portfolio transactions among the portfolios of its other investment accounts and funds purchasing securities whenever decisions are made to purchase or sell securities by the Trust and one or more of such other accounts or funds simultaneously. In making such allocations, the main factors to be considered by the Adviser will be the respective investment objectives of the Trust and such other accounts and funds, the relative size of portfolio holdings of the same or comparable securities, the availability of cash for investment by the Trust and such other accounts and funds, the size of investment commitments generally held by the Trust and such accounts and funds, and the opinions of the persons responsible for recommending investments to the Trust and such other accounts and funds. 8. Books and Records(a) The Adviser undertakes and agrees to maintain or cause others to maintain, in the form and for the period required by Rule 31a-2 A-5under the 1940 Act, all records relating to the Trusts investments that are required to be maintained by the Trust pursuant to the 1940 Act with respect to the Advisers responsibilities under this Agreement for the Trust, and which are not otherwise maintained by the administrator, fund accounting agent, custodian or other service providers to the Trust.(b) In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Adviser hereby agrees that all records which it maintains for the Trust are the property of the Trust and further agrees to surrender promptly to the Trust any such records upon the Trusts request. 9. CustodyNothing in this Agreement will require the Adviser to take or receive physical possession of cash, securities, or other investments of the Trust. 10. Expenses(a) During the term of this Agreement, the Adviser will bear all costs and expenses of its employees and any overhead incurred in connection with its duties hereunder, except as provided pursuant to paragraph (c) of this Section 10, and shall bear the costs of any salaries or trustees fees of any officers or trustees of the Trust who are affiliated persons (as defined in the 1940 Act) of the Adviser.(b) The Trust will bear all other costs, fees and expenses of its operations and transactions, including those relating to: (1) organization; (2) calculation of the Trusts net asset value (including the cost and expenses of any independent valuation firm, agent or other provider); (3) expenses payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for the Trust and in monitoring the Trusts investments; (4) interest payable on indebtedness and dividends and distributions on preferred shares, as applicable, if any, incurred to finance the Trusts investments; (5) offerings of the Trusts common shares and other securities (including, all fees, costs and expenses related thereto); (6) fees payable to third parties, including agents, legal counsel, consultants or other advisors, relating to, or associated with, evaluating and making investments; (7) administrator, transfer agent and custodian fees; (8) federal and state registration fees; (9) all costs of registration and listing the Trusts shares on any securities exchange; (10) federal, state and local taxes; (11) independent trustees fees and expenses; (12) costs of preparing and filing reports or other documents required by governmental bodies (including the SEC), including printing costs; (13) costs of any reports, proxy statements or other notices to shareholders, including printing costs; (14) insurance premiums for fidelity bond and other insurance coverage, including the Trusts allocable portion of the fidelity bond, trustees and officers errors and omissions liability insurance, including independent trustees liability insurance, and any other insurance premium; (15) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; (16) brokerage commissions, assignment fees and other costs in connection with the purchase, holding or sale of securities and other investment instruments (including, without limitation, security settlement costs); (17) expenses incidental to holding meetings of the Trusts shareholders, including proxy solicitations therefor; provided, however, that the Trust will not bear such expenses with respect to any meeting of the Trusts shareholders held for the purpose of seeking shareholder approval of a new investment advisory agreement in connection A-6with a change of control of the Adviser; (18) unusual, non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust is a party and legal obligations that the Trust may have to indemnify the Trusts directors, officers and/or employees or agents with respect to these actions, suits or proceedings; and (19) all other expenses incurred by the Trust in connection with administering the Trusts business.(c) The Trust may, if and to the extent approved by the Board of Trustees, including a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, from time to time reimburse the Adviser for certain costs and expenses incurred by the Adviser in connection with the management of the Trusts assets, which may include the Trusts allocable share of portfolio management and trading software costs, research expenses (including modeling and analytic software costs), diligence expenses and out-of-pocket travel costs incurred in connection with the management of the Trusts assets. For the avoidance of doubt, in no event shall expenses associated with the general overhead of the Adviser be reimbursed by the Trust.11. Compensation of the Adviser(a) The Trust agrees to pay to the Adviser and the Adviser agrees to accept as full compensation for all services rendered by the Adviser as such, a monthly fee in arrears at an annual rate equal to 0.80% of the Trusts average daily value of the Trusts Managed Assets. For any period less than a month during which this Agreement is in effect, the fee shall be prorated according to the proportion which such period bears to a full month of 28, 29, 30 or 31 days, as the case may be. (b) Managed Assets means the total assets of the Trust, including the assets attributable to the proceeds from financial leverage (including through the issuance of preferred shares or the issuance of senior securities representing indebtedness), minus liabilities, other than liabilities related to any financial leverage. (c) For purposes of this Agreement, the total assets of the Trust shall be calculated pursuant to the procedures adopted by resolutions of the Trustees of the Trust for calculating the value of the Trusts assets.(d) The Adviser may elect from time to time, in its sole discretion, to waive its right to reimbursement or its receipt of the advisory fee.12. Representations and Warranties(a) The Trust represents and covenants to the Adviser as follows:(i) The Trust is duly organized and validly existing under the laws of the State of Delaware with the power to own and possess its assets.(ii) The execution, delivery and performance by the Trust of this Agreement are within the Trusts powers and have been duly authorized by all necessary actions of the Board of Trustees, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or A-7regulation, (ii) the Trusts governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instruments binding upon the Trust.(iii) The Trust is, or will be prior to commencing operations, registered as a closed-end management investment company under the 1940 Act and the Trusts shares are, or will be prior to commencing operations, registered under the Securities Act of 1933, as amended, and under any applicable state securities laws, or exempt from such registration.(b) The Adviser represents and covenants to the Trust as follows:(i) The Adviser is duly organized and validly existing under the laws of the State of Delaware.(ii) The execution, delivery and performance by the Adviser of this Agreement are within the Advisers powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance of this Agreement by the parties to this Agreement, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Advisers governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instruments binding upon the Adviser.(iii) The Adviser is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement.13. Limitation on LiabilityThe Adviser will not be liable for any error of judgment or mistake of law or for any loss suffered by Adviser or by the Trust in connection with the performance of this Agreement, except a loss resulting from a breach of a fiduciary duty with respect to the receipt of compensation for services or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder).14. IndemnificationThe Trust shall indemnify, defend and protect the Adviser, its members and their respective officers, managers, partners, agents, employees, controlling persons, members and any other person affiliated with any of them (collectively, the Indemnified Parties) (each of whom shall be deemed a third party beneficiary hereof) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, A-8investigation or other proceeding (including an action or suit by or in the right of the Trust or its security holders) arising out of or otherwise based upon the performance of any of the Advisers duties or obligations under this Agreement or otherwise as an investment adviser of the Trust. Notwithstanding the foregoing provisions of this Section 12 to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Trust or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of any Indemnified Partys duties or by reason of the reckless disregard of the Advisers duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder).15. Duration and Termination(a) This Agreement shall become effective as of the date hereof and, unless sooner terminated with respect to the Trust as provided herein, shall continue in effect for a period of two years. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Trust for successive periods of 12 months, provided such continuance is specifically approved at least annually by both:(i) the vote of a majority of the Trusts Board of Trustees or the vote of a majority of the outstanding voting securities of the Trust at the time outstanding and entitled to vote, and (ii) the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. (b) Notwithstanding the foregoing, this Agreement may be terminated by the Trust at any time, without the payment of any penalty, upon giving the Adviser 60 days notice (which notice may be waived by the Adviser), provided that such termination by the Trust shall be directed or approved by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Trust at the time outstanding and entitled to vote, or by the Adviser on 60 days written notice to the Trust (which notice may be waived by the Trust). (c) This Agreement will immediately terminate in the event of its assignment. (d) As used in this Agreement, the terms majority of the outstanding voting securities, interested person and assignment shall have the same meanings of such terms in the 1940 Act.(e) The terms of Sections 6, 8, 13 and 14, 18, 19 and 20 of this Agreement shall survive the termination of this Agreement.16. NoticesAny notice under this Agreement shall be in writing to the other party at such address as the other party may designate from time to time for the receipt of such notice and shall be deemed to be received on the earlier of the date actually received or on the fourth day after the postmark if such notice is A-9mailed first class postage prepaid.17. Amendment of this AgreementNo provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. Any amendment of this Agreement shall be subject to the 1940 Act.18. Governing LawThis Agreement shall be governed by and construed in accordance with the laws of the State of Delaware for contracts to be performed entirely therein without reference to choice of law principles thereof and in accordance with the applicable provisions of the 1940 Act.19. Use of the NameThe Adviser has consented to the use by the Trust of the name or identifying word XA, XAI or XA Investments in the name of the Trust. Such consent is conditioned upon the employment of the Adviser as the investment adviser to the Trust. The name or identifying word XA, XAI or XA Investments may be used from time to time in other connections and for other purposes by the Adviser and any of its affiliates. The Adviser may require the Trust to cease using XA, XAI or XA Investments in the name of the Trust, if the Trust ceases to employ, for any reason, the Adviser, any successor thereto or any affiliate thereof as investment adviser of the Trust. If so required by the Adviser, the Trust will cease using XA, XAI or XA Investments in its name as promptly as practicable and make all reasonable efforts to remove XA, XAI or XA Investments from its name.20. Miscellaneous(a) The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.(b) If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. (c) Nothing contained in this Agreement will be deemed to require the Trust to take any action contrary to the Trusts Amended and Restated Agreement and Declaration of Trust or By-laws, as they may be amended and/or restated from time to time, or any applicable statute or regulation, or to relieve or deprive the Board of Trustees of its responsibility for and control of the conduct of the affairs of the Trust. (d) This Agreement shall be binding on, and shall inure to the benefit of the parties hereto and their respective successors.(e) This Agreement may be executed in counterparts by the parties hereto, each of which shall constitute an original counterpart, and all of which, together, shall constitute one Agreement. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.A-10(f) This Agreement constitutes the entire understanding and agreement, and supersedes any and all other proposals, understandings, and agreements among the parties with respect to the subject matter hereof.IN WITNESS WHEREOF, the parties hereto have caused the foregoing instrument to be executed by their duly authorized officers, all as of the day and the year first above written.MADISON COVERED CALL & EQUITY STRATEGY FUNDBy: Name: Title: XA INVESTMENTS LLCBy: Name: Title: A-11EXHIBIT BNEW SUBADVISORY AGREEMENTINVESTMENT SUBADVISORY AGREEMENTINVESTMENT SUB-ADVISORY AGREEMENT (the Agreement), dated as of [ ], 2024 (the Effective Date) among Madison Covered Call and Equity Strategy Fund, a Delaware statutory trust (the Trust), XA Investments LLC, a Delaware limited liability company (the Adviser), and Madison Asset Management, LLC a Wisconsin limited liability company (the Sub-Adviser).WHEREAS, the Adviser has agreed to furnish investment management and advisory services to the Trust, a closed-end management investment company registered under the Investment Company Act of 1940, as amended (the 1940 Act);WHEREAS, the investment advisory agreement between the Adviser and the Trust dated as of [ ] (such agreement or the most recent successor agreement between such parties relating to advisory services to the Trust is referred to herein as the Investment Advisory Agreement) contemplates that the Adviser may sub-contract investment advisory services with respect to the Trust to a sub-adviser(s) pursuant to a sub-advisory agreement(s) agreeable to the Trust and approved in accordance with the provisions of the 1940 Act;WHEREAS, the Adviser wishes to retain the Sub-Adviser to provide certain sub-advisory services; WHEREAS, the Sub-Adviser is a registered investment adviser under the Investment Advisers Act of 1940, as amended (the Advisers Act); andWHEREAS, this Agreement has been approved in accordance with the provisions of the 1940 Act, and the Sub-Adviser is willing to furnish such services upon the terms and conditions herein set forth;NOW, THEREFORE, in consideration of the mutual premises and covenants herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged, it is agreed by and between the parties hereto as follows:1. Appointment(a) The Adviser hereby appoints the Sub-Adviser to act as the investment sub-adviser to the Trust and to furnish the services described herein, for the period and upon the terms herein set forth.(b) The Sub-Adviser hereby agrees, all as more fully set forth herein, to act as investment sub-adviser to the Trust and to furnish the services described below with respect to the investment of the Trusts assets and the purchase of securities for and the sale of securities held in the investment portfolio of the Trust.(c) The Sub-Adviser for all purposes in this Agreement will be deemed to be an independent contractor and, unless otherwise expressly provided or authorized in this Agreement, will have no authority to act for or represent the Adviser or the Trust in any way B-1or otherwise be deemed an agent of the Adviser or the Trust. 2. Duties and Obligations of the Sub-Adviser with Respect to Investment of Assets of the Trust(a) Subject to the oversight and supervision of the Adviser and direction and control of the Trusts Board of Trustees, the Sub-Adviser will act as sub-adviser for the Trust and perform one or more of the following services at the request of the Adviser in connection with the investment and reinvestment of the Trusts assets: (i) managing the investment and reinvestment of the assets of the Trust in accordance with the investment policies and guidelines of the Trust;(ii) subject to the provisions of Section 4 hereof, purchasing and selling securities and other assets for the Trust and placing orders for purchases and sales of assets of the Trust; (iii) providing investment research and credit analysis concerning the assets of the Trust; (iv) monitoring on a daily basis the investment activities and portfolio holdings relating to the Trust;(v) voting proxies relating to the Trusts portfolio securities in accordance with the proxy voting policies and procedures of the Sub-Adviser; and(vi) settlement of transactions and completing corporate actions. (b) At the request of the Adviser, the Sub-Adviser will also, subject to the oversight and supervision of the Adviser and the direction and control of the Trusts Board of Trustees, consult with the Adviser as to the overall management of the assets of the Trust and the investment policies and practices of the Trust, including (but not limited to) the use by the Trust of financial leverage and matters relating to such financial leverage (e.g., form, amount and costs) and the utilization by the Trust of any interest rate or other hedging or risk management transactions in connection therewith. (c) In addition, the Sub-Adviser will keep the Trust and the Adviser informed of developments relating to the Sub-Adviser or the Trusts investments materially affecting the Trust and shall, upon request, furnish to the Adviser and the Trust all information relevant to such developments. (d) The Sub-Adviser will periodically communicate to the Adviser or other service providers of the Trust, at such times as the Adviser may request, information concerning the purchase and sale of securities for the Trust and such other information as the Adviser may reasonably require for purposes of fulfilling its obligations to the Trust under the Investment Advisory Agreement.(e) In addition to the investment policies and guidelines of the Trust, the Adviser may from time to time communicate to the Sub-Adviser instructions (the Instructions) in writing that limit or supplement the investment policies and guidelines and are subject to approval by the Sub-B-2Adviser, which approval shall not be unreasonably withheld. Neither the investment policies and guidelines nor the Instructions shall require the Sub-Adviser to obtain capabilities or resources beyond those it possesses as of the Effective Date. The Adviser shall promptly notify the Sub-Adviser, in writing, of any change in the investment policies and guidelines that is made for any reason, including but not limited to a change by the Adviser, the Trust or in any applicable law or regulation. The Adviser acknowledges that the Sub-Adviser may be required to terminate delivery of certain data or services used in managing the Trust in the event the Sub-Adviser is no longer able to obtain such data or services.(f) The Sub-Adviser shall maintain business continuity, cybersecurity, disaster recovery and backup capabilities and facilities in keeping with industry standards and Securities and Exchange Commission (SEC) requirements through which the Sub-Adviser will be able to perform its obligations hereunder with minimal disruptions or delay. (g) To the extent prohibited by Regulation S-P, the Sub-Adviser and its affiliates will not disclose any non-public personal information, as defined in Regulation S-P, received from the Trust regarding any shareholder unless in accordance with an exception under Regulation S-P, or as otherwise may be permitted by law. The Sub-Adviser represents and warrants that, in accordance with applicable state privacy laws and Regulation S-P, it has implemented safeguards by adopting policies and procedures reasonably designed to: (i) insure the security and confidentiality of records and non-public personal information of shareholders; (ii) protect against any anticipated threats or hazards to the security or integrity of shareholder records and non-public personal information; and (iii) protect against unauthorized access to or use of such shareholder records or non-public personal information that could result in substantial harm or inconvenience to any shareholder. The Sub-Adviser shall treat confidentially all records of the Trust and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where the Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or (ii) when so requested by the Trust.(h) The Sub-Adviser acknowledges that, in compliance with the Bank Secrecy Act, as amended, the USA PATRIOT Act, and any implementing regulations thereunder (together, the AML Laws), the Trust has adopted anti-money laundering policies and procedures (the AML Policies). The Sub-Adviser agrees to comply with the Trusts AML Policies and the AML Laws, as the same may apply to the Sub-Adviser, now and in the future, and understands and agrees that the Trust may disclose information regarding the Sub-Adviser to governmental and/or regulatory or self-regulatory authorities to the extent required by applicable law or regulation and may file reports with such authorities as may be required by such law or regulation.(i) The Sub-Adviser shall provide such information as may reasonably be requested by the Adviser and/or the Board of Trustees under Section 15(c) of the 1940 Act in connection with its annual consideration of this Agreement.B-3(i) Nothing in this Agreement is deemed to impose on the Sub-Adviser responsibility for the preparation of the Trusts financial statements or the Trusts other financial and regulatory filing and reporting obligations, provided that the Sub-Adviser shall provide sub-certifications in the form reasonably requested by the Trust relating to the Sub-Advisers services under this Agreement to assist the Trust in complying with the provisions of the Sarbanes-Oxley Act of 2002.3. Covenants(a) In the performance of its duties under this Agreement, the Sub-Adviser shall at all times conform to, and act in accordance with, any requirements imposed by:(i) the provisions of the 1940 Act and the Advisers Act and all applicable Rules and Regulations of the SEC; (ii) any other applicable provision of law; (iii) the provisions of this Agreement and Declaration of Trust and By-Laws of the Trust, as such documents are amended from time to time; (iv) the investment objective, policies and restrictions of the Trust as set forth in its Registration Statement on Form N-2 and as supplemented from time to time by the Trusts shareholder reports and other SEC filings; and (v) any policies and determinations of the Board of Trustees of the Trust.(b) The Sub-Adviser will not consult with any other sub-adviser of the Trust or any other sub-adviser to a fund under common control with the Trust concerning transactions of the Trust in securities or other assets.(c) The Sub-Adviser will maintain a written code of ethics (the Code of Ethics) pursuant to Rule 17j-1 under the 1940 Act, a copy of which will be provided to the Trust and the Adviser, and will institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Sub-Adviser will follow such Code of Ethics in performing its services under this Agreement.(d) The Sub-Adviser will maintain compliance policies and procedures adopted pursuant to Rule 206(4)-7 under the Advisers Act and Rule 38a-1 under the 1940 Act, a copy of which will be provided to the Trust and the Adviser, and follow such compliance policies and procedures in performing its services under this Agreement; and(e) The Sub-Adviser will cooperate with the chief compliance officer of the Trust in connection with the implementation and operation of the Trusts compliance policies and procedures adopted pursuant to Rule 38a-1 under the 1940 Act, and will prepare necessary reports and provide the Trusts chief compliance officer with access to information reasonably necessary for the Trust to comply with Rule 38a-1.4. Portfolio Transactions(a) In the performance of its duties under this Agreement, the Sub-Adviser will place orders either directly with the issuer or with any broker B-4or dealer. Subject to the other provisions of this paragraph, in placing orders with brokers and dealers, the Sub-Adviser will attempt to obtain the best price and the most favorable execution of its orders, and all such brokerage placement shall be made in compliance with Section 28(e) of the Securities Exchange Act of 1934, as amended. In placing orders, the Sub-Adviser will consider the experience and skill of the firms securities traders as well as the firms financial responsibility and administrative efficiency. Consistent with this obligation, the Sub-Adviser may select brokers on the basis of the research, statistical and pricing services they provide to the Trust and other clients of the Sub-Adviser. Information and research received from such brokers will be in addition to, and not in lieu of, the services required to be performed by the Sub-Adviser hereunder. A commission paid to such brokers may be higher than that which another qualified broker would have charged for effecting the same transaction, provided that the Sub-Adviser determines in good faith that such commission is reasonable in terms either of the transaction or the overall responsibility of the Sub-Adviser to the Trust and its other clients and that the total commissions paid by the Trust will be reasonable in relation to the benefits to the Trust over the long-term. In no instance, however, will the Trusts securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except to the extent permitted by the SEC or by applicable law.(b) At the request of the Adviser or the Trust, the Sub-Adviser will identify and provide a written description to the Adviser and the Board of Trustees of the Trust of soft dollar arrangements that the Sub-Adviser maintains with respect to the Trust or with brokers or dealers that execute transactions for the Trust, and of research and other services provided to the Sub-Adviser by a broker or dealer (whether prepared by such broker or dealer or by a third party) as a result, in whole or in part, of the direction of Trust transactions to the broker or dealer. (c) From time to time, the Sub-Adviser or brokers or dealers affiliated with it may find themselves in a position to buy for certain of their clients (each an Account) securities which the Sub-Advisers investment advisory clients wish to sell, and to sell for certain of their clients securities which advisory clients wish to buy. Where one of the parties is an advisory client, the Sub-Adviser or the affiliated broker or dealer cannot participate in this type of transaction (known as a cross transaction) on behalf of an advisory client and retain commissions from one or both parties to the transaction without the advisory clients consent. This is because in a situation where the Sub-Adviser is making the investment decision (as opposed to a brokerage client who makes his own investment decisions), and the Sub-Adviser or an affiliate is receiving commissions from both sides of the transaction, there is a potential conflicting division of loyalties and responsibilities on the Sub-Advisers part regarding the advisory client. However, the SEC has adopted a rule under the Advisers Act that permits the Sub-Adviser or its affiliates to participate on behalf of an Account in agency cross transactions if the advisory client has given written consent in advance. Therefore, by execution of this Agreement, the Trust authorizes the Sub-Adviser or its affiliates to participate in agency cross transactions involving an Account. The Trust may revoke its consent at any time by written notice to the Sub-Adviser.5. ConfidentialityEach of the Trust, the Adviser and the Sub-Adviser acknowledge and agree that in satisfying its respective obligations under and performing B-5services in connection with this Agreement, any party may have access to another partys confidential and proprietary information and materials concerning or pertaining to the others business (confidential information). Each party will receive and hold such information in the strictest confidence, and acknowledge, represent, and warrant that it will use its best efforts to protect the confidentiality of this information to the same degree of care as it would its own confidential information. Each party agrees that, without the prior written consent of the other party, which approval shall not be unreasonably withheld, such party will not use, copy, or divulge to third parties or otherwise use, except in accordance with the terms of this Agreement, any confidential information of another party without the prior written consent of such other party; provided, however, this covenant shall not apply to (i) information which is in the public domain now or when it becomes in the public domain in the future, other than by reason of a breach of this Agreement, (ii) information which has come to a party from a lawful source not bound to maintain the confidentiality of such information, other than from any other party or an affiliate or representative of that party, (iii) information which is independently developed without the use of confidential information, (iv) disclosures which are required by law, regulatory authority, regulation or legal process or are made to any regulatory agency in the normal course of an examination, audit or investigation involving such party, or (v) disclosure as reasonably necessary in the course of business to third parties subject to a duty to maintain the confidentiality of the information. Notwithstanding the foregoing, the Sub-Adviser may disclose information it receives from or on behalf of the Trust or the Adviser to officers and employees of the Sub-Adviser or any of its affiliates in the course of providing the services under this Agreement and the Sub-Adviser may disclose the Trusts TIN information to third parties as required to perform the Sub-Advisers services under this Agreement. 6. Services Not Exclusive(a) Nothing in this Agreement shall prevent the Sub-Adviser or any officer, employee or other affiliate thereof from acting as investment adviser for any other person, firm or corporation, or from engaging in any other lawful activity, and shall not in any way limit or restrict the Sub-Adviser or any of its officers, employees or agents from buying, selling or trading any securities for its or their own accounts or for the accounts of others for whom it or they may be acting; provided, however, that the Sub-Adviser will undertake no activities which, in its judgment, will adversely affect the performance of its obligations under this Agreement.(b) The Sub Adviser currently manages, and may in the future manage, other investment accounts and funds, including those with investment objectives similar to the Trust. Securities considered as investments for the Trust may also be appropriate for other investment accounts and funds that may be managed by the Sub-Adviser. Subject to applicable laws and regulations, the Sub-Adviser will attempt to allocate equitably portfolio transactions among the portfolios of its other investment accounts and funds purchasing securities whenever decisions are made to purchase or sell securities by the Trust and one or more of such other accounts or funds over time. In making such allocations, the main factors to be considered by the Sub-Adviser will be the respective investment objectives of the Trust and such other accounts and funds, the relative size of portfolio holdings of the same or comparable securities, the availability of cash for investment by the Trust and such other accounts and funds, the size of investment commitments generally B-6held by the Trust and such accounts and funds, and the opinions of the persons responsible for recommending investments to the Trust and such other accounts and funds. 7. Books and Records(a) The Sub-Adviser undertakes and agrees to maintain or cause others to maintain, in the form and for the period required by Rule 31a-2 under the 1940 Act, all records relating to the Trusts investments that are required to be maintained by the Trust pursuant to the 1940 Act with respect to the Sub-Advisers responsibilities under this Agreement for the Trust, and which are not otherwise maintained by the administrator, fund accounting agent, custodian or other service providers to the Trust.(b) In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which it maintains for the Trust are the property of the Trust and further agrees to surrender promptly to the Trust any such records upon the Trusts request, except for any software or other intellectual property that is proprietary to, or owned or licensed by, the Sub-Adviser or any of its affiliates, which shall remain the property of the Sub-Adviser. Notwithstanding the foregoing, the Sub-Adviser shall retain those original records or copies of records in order to comply with the Advisers Act record keeping requirement, applicable law and its own internal policies.(c) Each of the Adviser and the Trust shall own, have custody of and maintain its general corporate accounts and records. At reasonable times and upon reasonable notice, the Trust shall provide the Sub-Adviser with access to all books, records, accounts, facilities, and personnel necessary or appropriate for the performance of the Sub-Advisers obligations under this Agreement. 8. CustodyNothing in this Agreement will require the Sub-Adviser to take or receive physical possession of cash, securities, or other investments of the Trust. The Trust shall select, engage and maintain at the Trusts expense one or more custodians meeting the requirements of Section 17(f) of the 1940 Act and the rules, regulations and interpretations thereunder (each a Custodian) to serve as Custodian(s) of the Trust assets. The Adviser shall provide the Sub-Adviser, in writing, the identity of each Custodian, any change in a Custodian and all other information regarding the Custodian(s) required for the Sub-Adviser to carry out its duties under this Agreement. The Adviser shall notify each Custodian of the appointment of the Sub-Adviser and of the authority of the Sub-Adviser to effect investments with respect to the Trust assets. All transactions authorized by this Agreement are made by payment to or delivery by the Custodian(s). The Sub-Adviser shall have no rights or responsibilities, including to direct payment or move cash or assets of the Trust, that would be defined as taking custody under the Advisers Act. In connection with the Trusts custody agreement(s), the Adviser and the Trust will ensure that no such rights are given to the Sub-Adviser. The Trust and the Adviser will ensure that the Sub-Adviser may use the Depositary Trust Companys Institutional Delivery System for trade confirmation and settlement. B-79. Expenses(a) During the term of this Agreement, the Sub-Adviser will bear all costs and expenses of its employees and any overhead incurred in connection with its duties hereunder, except as provided pursuant to paragraph (d) of this Section 9, and shall bear the costs of any salaries or trustees fees of any officers or trustees of the Trust who are affiliated persons (as defined in the 1940 Act) of the Sub-Adviser.(b) The Sub-Adviser shall not be responsible for any expenses of the Adviser or the Trust not specifically set forth in this Section 9 or otherwise in any written agreement between the Sub-Adviser and the Trust or the Adviser, as the case may be.(c) The Trust will bear all other costs, fees and expenses of its operations and transactions, including those relating to: (1) organization; (2) calculation of the Trusts net asset value (including the cost and expenses of any independent valuation firm, agent or other provider); (3) expenses payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for the Trust and in monitoring the Trusts investments; (4) interest payable on indebtedness and dividends and distributions on preferred shares, as applicable, if any, incurred to finance the Trusts investments; (5) offerings of the Trusts common shares and other securities (including, all fees, costs and expenses related thereto); (6) fees payable to third parties, including agents, legal counsel, consultants or other advisors, relating to, or associated with, evaluating and making investments; (7) administrator, transfer agent and custodian fees; (8) federal and state registration fees; (9) all costs of registration and listing the Trusts shares on any securities exchange; (10) federal, state and local taxes; (11) independent trustees fees and expenses; (12) costs of preparing and filing reports or other documents required by governmental bodies (including the SEC), including printing costs; (13) costs of any reports, proxy statements or other notices to shareholders, including printing costs; (14) insurance premiums for fidelity bond and other insurance coverage, including the Trusts allocable portion of the fidelity bond, trustees and officers errors and omissions liability insurance, including independent trustees liability insurance, and any other insurance premium; (15) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; (16) brokerage commissions, assignment fees and other costs in connection with the purchase, holding or sale of securities and other investment instruments (including, without limitation, security settlement costs; (17) expenses incidental to holding meetings of the Trusts shareholders, including proxy solicitations therefor; provided, however, that the Trust will not bear such expenses with respect to any meeting of the Trusts shareholders held for the purpose of seeking approval of a new investment sub-advisory agreement in connection with a change of control of the Sub-Adviser; (18) unusual, non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust is a party and legal obligations that the Trust may have to indemnify the Trusts directors, officers and/or employees or agents with respect to these actions, suits or proceedings; and (19) all other expenses incurred by the Trust in connection with administering the Trusts business.B-810. Compensation of the Sub-Adviser(a) The Trust agrees to pay to the Sub-Adviser, and the Sub-Adviser agrees to accept as full compensation for all services rendered by the Sub-Adviser under this Agreement, a monthly fee in arrears in an amount equal to the specified percentage of the advisory fee payable to the Adviser from the Trust (the Sub-Advisory Fee):Average Daily Managed AssetsSub-Adviser Percentage of Management Fees / (Fee Rate)Type of Fee SplitFirst $175 million55% / (0.44%)AbsoluteGreater than $175 million and up to $25050% / (0.40%)BlendedOver $250 million*50% / (0.40%)Absolute* If the Trusts Daily Managed Assets exceed $250 million for a period of more than 10 consecutive trading days, the Trusts management fee split will be reset to 50% to the Sub-Adviser and 50% to the Adviser on an Absolute Fee Split basis.(b) For any period less than a month during which this Agreement is in effect, the fee shall be prorated according to the proportion which such period bears to a full month of 28, 29, 30 or 31 days, as the case may be.(c) Blended Fee Split means the total sub-advisory fees paid to the Sub-Adviser will be a result of different sub-advisory fee rates assessed to different asset levels. By way of example, in a theoretical scenario in which the Trust has Managed Assets of $200 million, the resulting Sub-Advisory Fees for the Sub-Adviser will be equal to (0.44% x $175 million) + (0.40% x $25 million), with a Blended Fee Split of 0.431%.(d) Absolute Fee Split means the total sub-advisory fees paid to the Sub-Adviser will be a result of the applicable fee rate multiplied by all of the Trusts Managed Assets.(e) Managed Assets means the total assets of the Trust, including the assets attributable to the proceeds from financial leverage (including through the issuance of preferred shares or the issuance of senior securities representing indebtedness), minus liabilities, other than liabilities related to any financial leverage.(f) For purposes of this Agreement, the total assets of the Trust shall be calculated pursuant to the procedures adopted by resolutions of the Trusts Board of Trustees for calculating the value of the Trusts assets.(g) The Sub-Adviser may elect from time to time, in its sole discretion, to waive its right to receipt of all or a portion of the Sub-Advisory Fee.11. Representations and Warranties(a) The Trust represents and covenants to the Sub-Adviser as follows:(i) The Trust is duly organized and validly existing under the laws of the State of Delaware with the power to own and possess its assets.B-9(ii) The execution, delivery and performance by the Trust of this Agreement are within the Trusts powers and have been duly authorized by all necessary actions of the Board of Trustees, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (1) any provision of applicable law, rule or regulation, (2) the Trusts governing instruments, or (3) any agreement, judgment, injunction, order, decree or other instruments binding upon the Trust.(iii) The Trust is, or will be prior to commencing operations, registered as a closed-end management investment company under the 1940 Act and the Trusts shares are, or will be prior to commencing operations, registered under the Securities Act of 1933, as amended, and under any applicable state securities laws, or exempt from such registration.(iv) Prior to the Sub-Adviser commencing services under this Agreement, the Trust will have legal title to the assets in the Trust and no restrictions shall exist as to the ownership or transfer of such assets unless specifically set forth in this Agreement.(b) The Adviser represents and covenants to the Sub-Adviser as follows:(i) The Adviser is duly organized and validly existing under the laws of the State of Delaware.(ii) The execution, delivery and performance by the Adviser of this Agreement are within the Advisers powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance of this Agreement by the parties to this Agreement, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (1) any provision of applicable law, rule or regulation, (2) the Advisers governing instruments, or (3) any agreement, judgment, injunction, order, decree or other instruments binding upon the Adviser.(iii) This Agreement constitutes a valid and binding obligation of the Adviser, enforceable against the Adviser in accordance with its terms, except to the extent such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, or similar laws affecting the rights of creditors generally and by general equity principles.(iv) The Adviser is not prohibited by the 1940 Act or B-10the Advisers Act from serving as investment adviser to the Trust.(v) The Adviser hereby acknowledges receipt of Sub-Advisers Form ADV, Part 2 before, or at the time of, signing this Agreement.(c) The Sub-Adviser represents and covenants to the Adviser and the Trust as follows:(i) The Sub-Adviser is duly organized and validly existing under the laws of the State of Wisconsin.(ii) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Advisers powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance of this Agreement by the parties to this Agreement, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (1) any provision of applicable law, rule or regulation, (2) the Sub-Advisers governing instruments, or (3) any agreement, judgment, injunction, order, decree or other instruments binding upon the Sub-Adviser.(iii) This Agreement constitutes a valid and binding obligation of the Sub-Adviser, enforceable against the Sub-Adviser in accordance with its terms, except to the extent such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, or similar laws affecting the rights of creditors generally and by general equity principles.(iv) The Sub-Adviser is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement.12. Certain InformationThe Adviser shall promptly notify the Sub-Adviser, and the Sub-Adviser shall promptly notify the Trust and the Adviser in writing of the occurrence of any of the following events:(a) such party failing to be registered as an investment adviser under the Advisers Act;(b) such party having been served or otherwise have notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Trust;(c) the occurrence of any change in control of such party or any parent of such party within the meaning of the 1940 Act; or B-11(d) the occurrence of any material adverse change in the business or financial position of such party. 13. Limitation on LiabilityThe Sub-Adviser will not be liable for any error of judgment or mistake of law or for any loss suffered by Sub-Adviser, the Adviser or by the Trust in connection with the performance of this Agreement, except a loss resulting from a breach of a fiduciary duty with respect to the receipt of compensation for services or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder). Nothing herein shall constitute a waiver or restriction of any partys rights under applicable federal or state securities laws.14. IndemnificationThe Trust shall indemnify, defend and protect the Sub-Adviser, its members and their respective officers, managers, partners, parent, corporate group affiliates, agents, employees, controlling persons, members, and any other person affiliated with any of them (collectively, the Indemnified Parties) (each of whom shall be deemed a third party beneficiary hereof) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Trust or its security holders) arising out of or otherwise based upon the performance of any of the Sub-Advisers duties or obligations under this Agreement or otherwise as an investment adviser of the Trust. Notwithstanding the foregoing provisions of this Section 14 to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Trust or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of any Indemnified Partys duties or by reason of the reckless disregard of the Sub-Advisers duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder).15. Duration and Termination(a) This Agreement shall become effective as of the Effective Date and, unless sooner terminated with respect to the Trust as provided herein, shall continue in effect for a period of two years. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Trust for successive periods of 12 months, provided such continuance is specifically approved at least annually by both:(i) the vote of a majority of the Trusts Board of Trustees or the vote of a majority of the outstanding voting securities of the Trust at the time outstanding and entitled to vote, and B-12(ii) the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. (b) Notwithstanding the foregoing, this Agreement may be terminated by (i) the Adviser or the Trust at any time, without the payment of any penalty, upon giving the Sub-Adviser 60 days notice (which notice may be waived by the Sub-Adviser), provided that such termination by the Trust shall be directed or approved by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Trust at the time outstanding and entitled to vote, or (ii) the Sub-Adviser on 60 days written notice to the Trust and the Adviser (which notice may be waived by the Trust or the Adviser on behalf of both the Trust and the Adviser). (c) This Agreement will immediately terminate in the event of its assignment and will immediately terminate upon any termination of the Investment Advisory Agreement between the Trust and the Adviser.(d) As used in this Agreement, the terms majority of the outstanding voting securities, interested person and assignment shall have the same meanings of such terms in the 1940 Act.(e) The terms of Sections 5, 7, 10, 13, 14, 18, 19 and 20 of this Agreement shall survive the termination of this Agreement.16. NoticesAny notice under this Agreement shall be in writing to the other parties and shall be considered as properly given or made if (a) sent by overnight delivery by a nationally recognized air courier service, (b) sent by electronic mail with no receipt of error in the delivery, or (c) mailed by registered or certified mail, return receipt requested, and if addressed to the respective address listed below:If to Adviser, to: XA Investments, LLC 321 North Clark Street #2430 Chicago, IL 60654 Attention: General CounselIf to the Trust, to:Madison Covered Call & Equity Strategy Fund 321 North Clark Street #2430 Chicago, IL 60654 Attention: Chief Executive OfficerIf to Sub-Adviser, to:Madison Investment Holdings, Inc. 550 Science Drive Madison, WI 53711 Attention: Steven A. Carlor at such address as the other party may designate from time to time for the receipt of such notice and shall be deemed effective on receipt.17. Amendment of this AgreementNo provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. Any amendment of this Agreement shall be subject to the 1940 Act.B-1318. Governing LawThis Agreement shall be governed by and construed in accordance with the laws of the State of Delaware for contracts to be performed entirely therein without reference to choice of law principles thereof and in accordance with the applicable provisions of the 1940 Act. WAIVER OF JURY TRIAL AND PUNITIVE DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND ANY RIGHT TO SEEK PUNITIVE OR CONSEQUENTIAL DAMAGES.19. Use of the NameThe Sub-Adviser has consented to the use by the Trust of the name or identifying word Madison in the name of the Trust. Such consent is conditioned upon the employment of the Sub-Adviser as the investment sub-adviser to the Trust. The name or identifying word Madison may be used from time to time solely in connection with the Sub-Advisers services under this Agreement. The Sub-Adviser may require the Trust to cease using Madison in the name of the Trust, if the Trust ceases to employ, for any reason, the Sub-Adviser, any successor thereto or any affiliate thereof as investment sub-adviser of the Trust. If so required by the Sub-Adviser, the Trust will cease using Madison in its name as promptly as practicable and make all reasonable efforts to remove Madison from its name.20. Miscellaneous(a) The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.(b) If any provision of this Agreement is invalid, illegal, or unenforceable under applicable law of mandatory application, the validity, legality, and enforceability of that provision or condition in other instances and of the remaining provisions and conditions are not in any way affected thereby. (c) Nothing contained in this Agreement will be deemed to require the Trust to take any action contrary to the Trusts Amended and Restated Agreement and Declaration of Trust or By-laws, as they may be amended and/or restated from time to time, with notice to the Sub-Adviser, or any applicable statute or regulation, or to relieve or deprive the Board of Trustees of its responsibility for and control of the conduct of the affairs of the Trust. (d) This Agreement shall be binding on, and shall inure to the benefit of the parties hereto and their respective successors.(e) This Agreement may be executed in counterparts by the parties hereto, each of which when executed is deemed to be an original and all of which together are deemed to be one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.B-14(f) This Agreement constitutes the entire understanding and agreement, and supersedes any and all other proposals, understandings, and agreements among the parties with respect to the subject matter hereof.IN WITNESS WHEREOF, the parties hereto have caused the foregoing instrument to be executed by their duly authorized officers, all as of the day and the year first above written.MADISON COVERED CALL & EQUITY STRATEGY FUNDBy: Name: Title: XA INVESTMENTS LLCBy: Name: Title: MADISON ASSET MANAGEMENT, LLCBy: Name: Title: B-15EXHIBIT COTHER FUNDS WITH SIMILAR INVESTMENT OBJECTIVESMadison. The table below provides information regarding other registered investment companies managed by Madison which have a similar investment objective as the Fund.Name of Other FundOther Funds Investment ObjectiveAdvisers Management FeeNet Assets as of December 31, 2023Has Adviser Agreed to Waive or Reduce its Management Fee under any Applicable Contract?Madison Covered Call & Equity Income FundSeeks to provide consistent total return and, secondarily, to provide a high level of income and gains from option premiums.0.85%$261,020,326NoMadison Covered Call ETFSeeks to provide consistent total return and secondarily, to produce a high level of income and gains.0.90%1$82,690,175No1 Pursuant to an investment advisory agreement between Madison and the Madison ETFs Trust, on behalf of each series thereof (each, a Series), each Series has agreed to pay an annual unitary management fee to Madison. This unitary management fee is designed to pay each Series expenses and to compensate Madison for the services it provides to each Series. Out of the unitary management fee, Madison pays substantially all expenses of each Series, including the cost of investment management services, transfer agency, custody, fund administration, legal, audit and other service and license fees. The unitary fee does not cover, and therefore, each Series pays directly, interest, taxes, brokerage commissions, acquired fund fees and expenses and other expenses connected with the execution of portfolio transactions, distribution, and service fees payable pursuant to a Rule 12b-1 plan, if any, and extraordinary expenses.XAI. XAI does not manage other registered investment companies which have a similar investment objective as the Fund.C-1THIS PAGE INTENTIONALLY LEFT BLANKEVERY VOTE IS IMPORTANTMADISON COVERED CALL & EQUITY STRATEGY FUNDPO Box 43131Providence, RI 02940-3131VOTING OPTION:VOTE ON THE INTERNETLog on to:www.proxy-direct.comor scan the QR codeFollow the on-screen instructionsavailable 24 hoursVOTE BY PHONECall 1-800-337-3503Follow the recorded instructionsavailable 24 hoursVOTE BY MAILVote, sign and date this Proxy Card and return in the postage-paid envelopePlease detach at perforation before mailing.PROXYMADISON COVERED CALL & EQUITY STRATEGY FUNDSPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 15, 2024THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES. Greg D. Hoppe and Kyle Schalow (the Proxyholders), or any of them, each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Special Meeting of shareholders of the Madison Covered Call & Equity Strategy Fund (the "Fund"), to be held on Tuesday, October 15, 2024 at 9:00 a.m., local time at the offices of Madison Asset Management, LLC, 550 Science Drive, Madison, Wisconsin 53711, and any adjournments or postponements thereof.Shares represented by this proxy card when properly executed will be voted in the manner directed herein by the shareholder, and in the discretion of such proxies, upon any and all other matters as may properly come before the Special Meeting or any adjournment or postponement thereof. If no direction is made, on a properly executed card, this proxy will be voted "FOR" the proposals. If any of the Trustee nominees for any reason are unable or unwilling to serve, the Proxyholders will vote for the election of such other person as they may consider qualified. The shareholder hereby acknowledges receipt of this Notice of Special Meeting and Proxy Statement for the Special Meeting to be held on October 15, 2024.VOTE VIA THE INTERNET: www.proxy-direct.comVOTE VIA THE TELEPHONE: 1-800-337-3503MCC__34064_062724PLEASE MARK, SIGN, AND DATE ON THE REVERSE SIDE AND RETURN THE PROXY CARD USING THE ENCLOSED ENVELOPE.xxxxxxxxxxxxxx codeEVERY SHAREHOLDERS VOTE IS IMPORTANTImportant Notice Regarding the Availability of Proxy Materials for theSpecial Meeting to Be Held on October 15, 2024.The Proxy Statement for this meeting is available at:https://www.madisonfunds.com/MCNproxyPlease detach at perforation before mailing. TO VOTE, MARK BOXES BELOW IN BLUE OR BLACK AS SHOWN IN THIS EXAMPLE: xA.Proposals. THE BOARD RECOMMENDS YOU VOTE FOR THE FOLLOWING PROPOSALS: FOR AGAINST ABSTAIN 1. To approve a new investment advisory agreement between the Fund and XA Investments, LLC. FOR AGAINST ABSTAIN2. To approve a new investment subadvisory agreement among the Fund, Madison Asset Management, LLC and XA Investments, LLC. 3. To approve the election of five trustees to the Board of Trustees. FOR WITHHOLD01. Danielle Cupps* 02. Gregory Dingens** 03. Philip Franklin** 04. Scott Craven Jones*** 05. William Meyers*** *Class I Trustee to serve until the Funds 2027 Annual Meeting of Shareholders or until her successor shall have been elected and qualified.**Class II Trustee to serve until the Funds 2025 Annual Meeting of Shareholders or until his successor shall have been elected and qualified.***Class III Trustee to serve until the Funds 2026 Annual Meeting of Shareholders or until his successor shall have been elected and qualified.B. Authorized Signatures This section must be completed for your vote to be counted. Sign and Date Below.Note: Please sign exactly as your name(s) appear(s) on this proxy card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature.Date (mm/dd/yyyy) Please print date belowSignature 1 Please keep signature within the boxSignature 2 Please keep signature within the boxScanner bar code xxxxxxxxxxxxxx MCC 34064 xxxxxxxx Class III Trustee, since 2015; current term ends 2025Ovation Leadership (management consulting), Milwaukee, WI, Owner/President, 2001 Present.Madison Funds (15 open end funds) and Ultra Series Fund (14 open end funds), 2005 Present; Madison ETFs (4 open end funds), June 2023 PresentInterested TrusteesJill M. Friedow(2)1964Class II Trustee, since 2023; current term ends 2027Vice President, 2023 PresentMadison Investment Holdings, Inc. (MIH), Madison Investment Advisors, LLC (MIA) and Madison Asset Management, LLC (Madison), Chief Technology Officer & Director of Operations, 2019-Present; Vice President & Director of Operations, 2010 - 2019; Vice President & Operations Manager, 2003-2010; Operations Manager, 1999-2003.30Madison Funds (15 open end funds) and Ultra Series Fund (14 open end funds), 2023 Present.(1) The term Madison Fund Complex refers to (i) the Madison Funds with 15 portfolios, (ii) the Ultra Series Fund with 14 portfolios, (iii) the Madison ETFs Trust with 4 active portfolios, and (iv) the Fund.(2) Ms. Friedow is an interested person of the Fund because of her position with Madison.For the Funds last fiscal year, the Current Board met five times. Each member of the Current Board attended 100% of the board meetings and the meetings of the board committees on which the trustee served during such period. Shareholders wishing to communicate with the Current Board or individual trustees should send such correspondence to the offices of Madison, 28550 Science Drive, Madison, Wisconsin 53711, c/o MCN, Secretary. Shareholder communications will be sent directly to the applicable board member(s). The Fund currently does not have a policy with respect to board members attendance at shareholder meetings.Current Executive Officers of the FundThe following table sets forth information concerning the current executive officers of the Fund, each of whom is expected to resign following the Closing of the Transaction, as the New Board is expected to appoint executive officers from the XAI organization and/or service providers to XAI. Jill Friedow is a Vice President of the Fund, and her biographical information is provided under the heading Information about the Current Board of Trustees, above. The mailing address for each current executive officer is 550 Science Drive, Madison, Wisconsin 53711.Name and Year of BirthPosition(s) Held with FundTerm of Office and Length of Time ServedPrincipal Occupation(s) During Past Five YearsPatrick F. Ryan1979PresidentSince March 2020Madison and MIA, Head of Multi-Asset Solutions and Portfolio Manager, 2018 Present; Madison Funds and Ultra Series Fund, President, March 2020 - Present; Madison ETFs, President, June 2023 PresentSteve J. Fredricks1970Chief Compliance Officer and Assistant SecretarySince 2018Madison and MIA, Chief Legal Officer, March 2020 Present and Chief Compliance Officer, 2018 Present; Madison Funds and Ultra Series Fund, Chief Compliance Officer and Assistant Secretary, 2018 - Present; Madison ETFs, Compliance Officer and Assistant Secretary, June 2023 Present; Jackson National Asset Management, LLC, Senior Vice President and Chief Compliance Officer, 2005 2018Greg D. Hoppe1969Vice President;Chief Financial OfficerSince March 2020; Since 2019MIH and MIA, Vice President, 1999 - Present; Madison, Vice President, 2009 Present; Madison Funds and Ultra Series Fund, Chief Financial Officer, 2019 - Present; Madison ETFs, Chief Financial Officer and Treasurer, June 2023 Present29Name and Year of BirthPosition(s) Held with FundTerm of Office and Length of Time ServedPrincipal Occupation(s) During Past Five YearsKyle Schalow1995Assistant TreasurerSince July 2024Madison and MIA, Senior Accountant, 2022 - Present; Madison Funds, Ultra Series Fund and Madison ETFs Trust, Assistant Treasurer, July 2024 PresentBaker Tilly US LLP, Senior Accountant, 2018 2022Terri Wilhelm1968Secretary;Assistant SecretarySince July 2024; from 2022 - June 2024Madison and MIA, Senior Compliance Analyst, September 2022 Present; Madison Funds and Ultra Series Fund, Secretary, July 2024 - Present and Assistant Secretary 2022 June 2024; Madison ETFs, Secretary July 2024 - Present and Assistant Secretary, June 2023 July 2024;State of Wisconsin Investment Board, Senior Paralegal, 2017 2022Brandon Redwing1979Assistant Secretary andAnti-Money Laundering OfficerSince July 2024Madison and MIA, Mutual Fund Operations Manager, April 2024 - Present; Madison Funds, Ultra Series Fund and Madison ETFs Trust, Assistant Secretary and Anti-Money Laundering Officer, July 2024 Present. SS&C Technologies, Client Relationship Manager 2020 March 2024Current Board Committees, Leadership Structure and Risk Oversight Committees. The Current Board has determined that the efficient conduct of the trustees affairs makes it desirable to delegate responsibility for certain specific matters to committees of the Current Board. The committees meet as often as necessary, either in conjunction with regular meetings of the trustees or otherwise. The Current Board currently has two standing committees: the Audit Committee and the Nominating and Governance Committee.Audit Committee. The Current Board has an Audit Committee which is comprised of Richard E. Struthers (Chair), Steven P. Riege and Scott C. Jones. In addition to being independent trustees, as defined under the 1940 Act, each of these trustees also meets the additional independence requirements set forth in the NYSE Listed Company rules. The Audit Committee is charged with selecting an independent registered public accounting firm for the Fund and reviewing accounting matters with the Funds independent registered public accounting firm. The Audit Committee 30of the Current Board met four times during the last fiscal year. The Audit Committee presents the following report:The Audit Committee: (i) reviewed and discussed with management of the Fund the audited financial statements of the Fund for the fiscal year ended December 31, 2023; (ii) discussed with the Funds independent registered public accounting firm the matters required to be discussed under Public Company Accounting Oversight Board ("PCAOB") Auditing Standard No. 16, Communications with Audit Committee and all other communications required by other PCAOB Standards or Rules; and (iii) received the written disclosures and the letter from the Funds independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent accountants communications with the Audit Committee concerning the independence of the Funds independent registered public accounting firm. Based on these reviews and discussions, the Audit Committee recommended to the Current Board that the financial statements be included in the Funds Annual Report for the fiscal year ended December 31, 2023 and filed with the SEC.The Audit Committee is governed by a written charter, the most recent version of which was approved by the Current Board on May 23, 2024 (the Audit Committee Charter). In accordance with proxy rules promulgated by the SEC, the Funds Audit Committee Charter is required to be filed at least once every three years as an exhibit to the Funds proxy statement, and was last filed in 2022 as Attachment A to the Funds proxy statement. It is also available on the Funds website at www.madisonfunds.com. You may request a hard copy of the Audit Committee Charter to be mailed to you by calling the Fund toll-free at 1-800-767-0300.Nominating & Governance Committee. The Current Board has a Nominating & Governance Committee which is comprised of Steven P. Riege (Chair), Richard E. Struthers and Scott C. Jones. In addition to being independent trustees, as defined under the 1940 Act, each of these trustees also meets the additional independence requirements set forth in the NYSE Listed Company rules. The Nominating & Governance Committee of the Current Board met four times during the last fiscal year.The Nominating & Governance Committee is governed by a written charter, the most recent version of which was approved by the Current Board on February 22, 2024 (the Nominating & Governance Committee Charter). In accordance with proxy rules promulgated by the SEC, the Funds Nominating & Governance Committee Charter is required to be filed at least once every three years as an exhibit to the Funds proxy statement, and was last filed in 2022 as Attachment B to the Funds proxy statement. It is also available on the Funds website at www.madisonfunds.com. You may request a hard copy of the Nominating & Governance Committee Charter to be mailed to you by calling the Fund toll-free at 1-800-767-0300.As part of its duties, the Nominating & Governance Committee makes recommendations to the full Current Board with respect to candidates for the board. The Nominating & Governance Committee also will consider 31trustee candidates recommended by shareholders. In considering candidates submitted by shareholders, the Nominating & Governance Committee will take into consideration the needs of the board and the qualifications of the candidate. To have a candidate considered by the Nominating & Governance Committee, a shareholder must submit the recommendation in writing and must include the information required by the Procedures for Shareholders to Submit Nominee Candidates, which are set forth in Appendix A to the Nominating & Governance Committee Charter. The shareholder recommendation must be sent to the Funds Secretary, c/o Madison Asset Management, LLC, 550 Science Drive, Madison, Wisconsin 53711.Leadership Structure. The Current Board is relatively small and operates in a collegial atmosphere. Although no member is formally charged with acting as Chair, Mr. Ryan, the President of the Fund, acts as the Chairperson of board meetings. All Current Board members are expected to provide their input into establishing the boards meeting agenda. Likewise, each Current Board meeting contains a standing agenda item for any board member to raise new or additional items he or she believes is important in connection with Fund governance. The Current Board has charged Mr. Riege with acting as the lead independent trustee for purposes of communicating with Madison, the Funds Chief Compliance Officer, counsel to the independent trustees and Fund counsel on matters relating to the Current Board as a whole. The independent trustees often meet in executive session without representatives of Madison present (including meetings with counsel, the Chief Compliance Officer, and the Funds independent public accounting firm).Current Boards Role in Risk Oversight. Madison is responsible for the overall risk management of the Fund, which includes supervising its affiliated and third-party service providers and identifying and mitigating possible events that could adversely impact the Funds business, operations or performance. Risks to the Fund include investment, legal, compliance and regulatory risks, as well as the risk of operational failure or lack of business continuity. The Current Board oversees risk management of the Funds investment programs through the Audit Committee and through oversight by the Current Board itself. The Chief Compliance Officer of the Fund, who reports directly to the independent trustees, provides the Current Board with quarterly updates and a comprehensive annual report regarding the processes and controls in place to address regulatory, compliance, legal and operational risk. The Current Board exercises its oversight in conjunction with Madison, the Funds Chief Compliance Officer, Fund counsel and counsel to the independent trustees by requesting reports and presentations at regular intervals throughout the year. Additionally, the Audit Committee receives periodic reports from the Funds independent accountants. The Current Boards committee structure requires an independent trustee to serve as chair of the Nominating & Governance Committee and the Audit Committee. The Current Board receives regular written reports describing and analyzing the investment performance of the Fund. In addition, the portfolio managers of the Fund meet with the Current Board periodically to discuss portfolio performance and answer the Boards questions with respect to portfolio strategies and risks. The Current Board also receives regular written reports from the Funds Chief Financial Officer that enable the Board to monitor the number of fair valued securities in the Funds portfolio, the reasons for the fair valuation and the methodology used to arrive at the fair value. Such reports 32also include information concerning illiquid securities within the Funds portfolio. The Current Board and/or the Audit Committee may also review valuation procedures and pricing results with the Funds independent auditors in connection with the review of the results of the audit of the Funds year-end financial statements. The Current Board also receives regular compliance reports prepared by the compliance staff of Madison, and meets regularly with the Funds Chief Compliance Officer to discuss compliance issues, including compliance risks. As required under applicable rules, the independent trustees meet regularly in executive session with the Funds Chief Compliance Officer. The Current Board also adopts compliance policies and procedures for the Fund and approves such procedures as appropriate for certain of the Funds service providers. The compliance policies and procedures are specifically designed to detect and prevent violations of the federal securities laws.The Current Board recognizes that it is not possible to identify all of the risks that may affect the Fund or to develop processes and controls to eliminate or mitigate their occurrence or effects. The Current Board periodically reviews the effectiveness of its oversight of the Fund and the processes and controls in place to limit identified risks. The Current Board may, at any time and in its discretion, change the manner in which it conducts its risk oversight role.Given the small size of the Current Board, its committee structure, the openness of Current Board meetings to active input by all Current Board members, its utilization of executive sessions, the role of the lead independent trustee and the Current Boards quarterly focus on compliance and risk management, the Current Board has determined that its current leadership structure is appropriate for the protection of Fund investors.New Board Proposed Committees, Leadership Structure and Risk Oversight Committees. It is expected that the New Board will establish two standing committees, an Audit Committee and a Governance Committee. The committees are expected to meet as often as necessary, either in conjunction with regular meetings of the trustees or otherwise.Audit Committee. The Audit Committee will be generally responsible for reviewing and evaluating issues related to the accounting and financial reporting policies and internal controls of the Fund and, as appropriate, the internal controls of certain service providers, overseeing the quality and objectivity of the Funds financial statements and the audit thereof and acting as a liaison between the New Board and the Funds independent registered public accounting firm. It is expected that the Audit Committee will be composed entirely of independent trustees. The Audit Committee will be governed by a written Audit Committee Charter, which will be approved by the New Board at its first meeting. Once approved, a copy of the Audit Committee Charter will be available on the Funds website at www.xainvestments.com.Governance Committee. The Governance Committee will be responsible for recommending qualified candidates to the New Board in the event that a position is vacated or created. In considering trustee nominee candidates, the Governance Committee will take into account a wide variety of factors, including the overall diversity of the New Boards composition. It is expected that the Governance Committee will be composed entirely of 33independent trustees. It is anticipated that the Governance Committee will consider recommendations by shareholders if a vacancy were to exist. In considering candidates recommended to the Governance Committee by shareholders, the Governance Committee will take into consideration the needs of the New Board and the qualifications of the candidate. The Governance Committee may also take into consideration the number of shares held by the recommending shareholder and the length of time that such shares have been held. In order to be considered, following the Closing Date, such recommendations should be forwarded to the Secretary of the Fund, c/o XA Investments LLC, 321 North Clark Street, Suite 2430, Chicago, Illinois 60654. The Governance Committee will be governed by a written Governance Committee Charter, which will be approved by the New Board at its first meeting. Once approved, a copy of the Governance Committee Charter will be available on the Funds website at www.xainvestments.com.Leadership Structure. The primary responsibility of the New Board will be to represent the interests of the Fund and its shareholders, and to provide oversight of the management of the Fund. The New Board will be comprised of five trustees, four of whom (including the chairperson) are independent trustees and one of whom is an interested trustee. Generally, the New Board will act by majority vote of all the trustees, including a majority vote of the independent trustees if required by applicable law.It is proposed that Mr. Dingens will be appointed as the independent chairperson, who will preside at meetings of the New Board and who will be responsible for, among other things, setting the tone of New Board meetings and seeking to encourage open dialogue and independent inquiry among the New Trustees and management. The New Board will meet regularly four times each year to discuss and consider matters concerning the Fund, and also hold special meetings to address matters arising between regular meetings. Regular meetings generally will take place in-person; other meetings may take place in-person or by telephone. The New Board will establish two standing committees (as described above) and will delegate certain responsibilities to those committees, each of which will be comprised solely of independent trustees. The New Board and its committees will meet periodically throughout the year to oversee the Funds activities, review contractual arrangements with service providers, review the Funds financial statements, oversee compliance with regulatory requirements, and review performance. The independent trustees will be represented by independent legal counsel at board and committee meetings and will regularly meet outside the presence of Fund management. The New Board believes that this leadership structure, including an independent chairperson, a supermajority of independent trustees and committee membership limited to independent trustees, is appropriate in light of the characteristics and circumstances of the Fund.New Boards Role in Risk Oversight. The New Board will oversee risk directly and through the committee structure it intends to establish. As described above, the New Board expects to establish an Audit Committee and a Governance Committee to assist in its oversight functions, including its oversight of the risks of the Fund. Each committee will report its activities to the New Board on a regular basis. The New Board intends to adopt and periodically review policies, procedures and controls designed to address different types of risks, including, among others, investment risk, liquidity risk, operational risk, and valuation risk, as well as the overall business risk 34relating to the Fund. The New Board will also oversee the implementation of a variety of processes, procedures and controls by the Fund, XAI, Madison and other service providers to the Fund to address various risks. In addition, as part of the New Boards anticipated periodic review of the Funds service provider agreements, including agreements with XAI and Madison, the New Board may consider risk management aspects of the service providers operations and the functions for which they are responsible.The New Board will appoint a Chief Compliance Officer for the Fund, who will oversee the development of compliance policies and procedures of the Fund that are reasonably designed to minimize the risk of violations of the federal securities laws. The Chief Compliance Officer will report directly to the New Boards independent trustees, and will provide presentations to the New Board at its quarterly meetings and an annual report on the application of the compliance policies. The New Board will discuss relevant risks affecting the Fund with the Chief Compliance Officer at these meetings. The New Board will approve compliance policies and will review the Chief Compliance Officers reports. Further, the New Board will annually review the effectiveness of the compliance policies, as well as the appointment and compensation of the Chief Compliance Officer.The New Board will require officers of the Fund to report to the New Board on a variety of matters at regular and special meetings of the New Board and its committees, as applicable, including matters relating to risk management. The Audit Committee will also receive reports from the Funds independent registered public accounting firm on internal control and financial reporting matters. In addition, the New Board will receive reports from XAI and Madison on the investments and securities trading of the Fund. The New Board will also require XAI and Madison to report to the New Board on other matters relating to risk management on a regular and as-needed basis.Board CompensationThe following table sets forth the compensation paid to each member of the Current Board by the Fund for the Funds fiscal year ended December 31, 2023. In addition, all independent trustees are reimbursed for reasonable travel and out-of-pocket expenses incurred to attend meetings of the Current Board or its committees. The Funds interested trustees and officers receive no compensation from the Fund for performing the duties of their office. 35Trustee NameAggregate Compensationfrom FundTotal Compensation from Fund and Madison Fund Complex(1)Scott C. Jones$12,000$74,000Steven P. Riege(2)$13,000$123,000Richard E. Struthers$12,000$115,000(1) The term Madison Fund Complex refers to (i) the Madison Funds with 15 portfolios, (ii) the Ultra Series Fund with 14 portfolios, (iii) the Madison ETFs Trust with 4 active portfolios, and (iv) the Fund. (2) As lead independent trustee, Mr. Riege receives an additional $8,000 from the Madison Fund Complex, $1,000 of which is allocated to the Fund.Board Transactions with Fund AffiliatesAs of the date hereof, none of the independent trustees on the Current Board, the nominees for independent trustee on the New Board, nor their immediate family members owned beneficially or of record any securities of Madison, XAI, or any of their affiliates. In addition, during the past five years, neither the independent trustees on the Current Board, the nominees for independent trustee on the New Board, nor members of their immediate families, had a direct or indirect interest, the value of which exceeds $120,000, in Madison, XAI, or any of their affiliates. Likewise, since the beginning of the last two completed fiscal years of the Fund, neither the independent trustees on the Current Board, the nominees for independent trustee on the New Board, nor members of their immediate families had a direct or indirect interest in any transaction or series of transactions, the value of which exceeds $120,000 and to which any of the following persons was (or is to be) a party: (i) the Fund, (ii) any officer of the Fund, or (iii) Madison, XAI, or any of their affiliates. Consequences of Shareholders not approving the New BoardIf the New Board is not approved by shareholders, the Fund will abandon all three Proposals, and Madison will continue to serve as the investment adviser of the Fund and the Current Board will continue to oversee the Fund. Recommendation of the Board of TrusteesFor the reasons set forth above, the Current Board recommends that shareholders of the Fund vote FOR each New Trustee.36ADDITIONAL INFORMATIONInformation about the FundThe Fund is a closed-end management investment company organized as a Delaware statutory trust. Madison Asset Management, LLC is the investment adviser to the Fund. Madisons principal office is located at 550 Science Drive, Madison, Wisconsin 53711. In addition to investment management services, under the Existing Advisory Agreement, Madison is also responsible for managing the Funds administrative affairs under an Existing Services Agreement, and in this capacity, oversees State Street Bank and Fund Company (State Street), which currently serves as sub-administrator to the Fund. State Streets address is 801 Pennsylvania Avenue, Kansas City, Missouri 64105. The Funds current custodian is State Street, and its current transfer agent is Computershare, 150 Royall Street, Suite 101, Canton, MA 02021. The Fund does not place any brokerage transactions with any affiliates of Madison. XA Investments LLC is proposed to be the new investment adviser to the Fund as a result of the Transaction, with Madison serving as the subadviser to the Fund. XAIs principal office is located at 321 North Clark Street, Suite 2430, Chicago, Illinois 60654. Information about MadisonMadison Asset Management, LLC was founded in 1974, and is a direct, wholly-owned (100% owned) subsidiary of Madison Investment Holdings (MIH), the ultimate corporate parent of Madison. Both Madisons and MIH's principal office is located at 550 Science Drive, Madison, Wisconsin 53711. As of May 31, 2024, Madison and its affiliates managed approximately $25.7 billion in assets, including open-end mutual funds, separately managed accounts and wrap accounts. Exhibit B contains information with respect to other funds managed by Madison which have a similar investment objective as the Fund. The mailing address of principal officers and directors of MIH is 550 Science Drive, Madison, Wisconsin 53711. Information regarding the principal executive officers and directors of Madison is as follows: NameTitle/Principal OccupationSteven CarlChairman of the Board and Board Member of MIH; (Principal Executive Officer; Chief Distribution Officer)Paul LefurgeyBoard Member of MIH(Retired)Frank BurgessBoard Member of MIH(Retired)Richard EisingerBoard Member of MIH(Head of Equities, Portfolio Manager)Information about XAIXA Investments LLC was founded in 2016 by XMS Capital Partners. XAIs principal office is located at 321 North Clark Street, Suite 2430, Chicago, Illinois 60654. As of May 31, 2024, XAI and its affiliates managed $681 million in assets, including two closed-end funds. XAI also provides investment fund restructuring and consulting services focused on closed-end 37funds. Exhibit B contains information with respect to other funds managed by XAI which have a similar investment objective as the Fund. Information regarding the principal executive officers and directors of XAI is as follows:NameTitleJohn Yogi SpenceCo-Chief Executive OfficerTheodore F. BrombachCo-Chief Executive OfficerKimberly Ann FlynnPresidentBenjamin D. McCullochGeneral Counsel & Managing DirectorKevin B. DavisManaging Director & Head of SalesInformation about Independent Registered Public Accounting FirmFor the fiscal years ended December 31, 2022 and December 31, 2023, and the current fiscal year ending December 31, 2024, Deloitte & Touche LLP (D&T) has been selected as the Funds independent registered public accounting firm by the Audit Committee of the Fund to audit the accounts of the Fund. The Fund does not know of any direct or indirect financial interest of D&T in the Fund. Representatives of D&T will not be in attendance at the Meeting.Audit Fees. The aggregate fees billed to the Fund by D&T for professional services rendered for the audit of the Funds annual financial statements for the Funds fiscal years ended December 31, 2022 and December 31, 2023 were approximately $23,950 and $24,450, respectively.Audit-Related Fees. The aggregate fees billed by D&T and approved by the Audit Committee of the Fund for the Funds fiscal years ended December 31, 2022 and December 31, 2023 for assurance and related services reasonably related to the performance of the audit of the Funds annual financial statements were $0 and $0, respectively. D&T did not perform any other assurance and related services that were required to be approved by the Funds Audit Committee for such periods.Tax Fees. The aggregate fees billed by D&T and approved by the Audit Committee of the Fund for the Funds fiscal years ended December 31, 2022 and December 31, 2023 for professional services rendered for tax compliance, tax advice, and tax planning were approximately $4,652 and $4,799, respectively (such fees relate to tax services provided by D&T in connection with the review of the Funds tax returns). D&T did not perform any other tax compliance or tax planning services or render any tax advice that was required to be approved by the Funds Audit Committee for such periods.All Other Fees. Other than those services described above, D&T did not perform any other services on behalf of the Fund for the Funds fiscal years ended December 31, 2022 and December 31, 2023.Audit Committees Pre-Approval Policies and Procedures. As noted above, the Audit Committee is governed by the Audit Committee Charter, which includes Pre-Approval Policies and Procedures. The Audit Committee of the Fund has (i) pre-approved all audit and non-audit services provided by D&T to the Fund, and (ii) all non-audit services provided by D&T to Madison, or any entity controlling, controlled by, or under common control with Madison that provides ongoing services to the Fund which are related to the operations of the Fund (of which there were none), for the fiscal years ended December 3831, 2022 and December 31, 2023. None of the services described above for the Funds fiscal years ended December 31, 2022 and December 31, 2023 were approved by the Audit Committee pursuant to the pre-approval exception under Rule 2-01(c)(7)(i)(c) of Regulation S-X promulgated by the SEC.Voting InformationGeneral; Record Date. The record holders of the outstanding shares of the Fund as of the close of business on July 22, 2024 (the Record Date) are entitled to vote at the Meeting and any adjournment or postponement thereof. Each shareholder is entitled to one vote per share and a fractional vote with respect to fractional shares. Whether you expect to be personally present at the Meeting or not, we encourage you to vote by proxy. You can do this by phone or the Internet or by completing, dating, signing, and returning the accompanying proxy card using the enclosed postage prepaid envelope. By voting by proxy, your shares will be voted as you instruct. If no choice is indicated, your shares will be voted FOR each Proposal, and in the discretion of the persons named as proxies on such other matters that properly may come before the Meeting.Any shareholder giving a proxy may revoke it at any time before it is exercised at the Meeting by submitting to the Secretary of the Fund a written notice of revocation or a subsequently signed proxy card (i.e., a later-dated proxy), or by attending the Meeting and voting in person. A prior proxy can also be revoked by proxy voting again through the website or toll-free number noted on the enclosed proxy card. Proxy cards and written notices of revocation must be received by the Fund prior to the Meeting. If not so revoked, the shares represented by the proxy will be voted at the Meeting and any postponements or adjournments of the Meeting. Attendance by a shareholder at the Meeting does not by itself revoke a proxy.As of the Record Date, the Fund had 21,087,537 shares issued and outstanding.Solicitation of Proxies and Related Costs. The solicitation of proxies will occur principally by mail. In addition to solicitation by mail, certain officers and representatives of the Fund and officers and employees of Madison (who will receive no extra compensation for their services) and representatives of the Funds proxy solicitor, Computershare, may solicit proxies by telephone, the Internet, facsimile, letter, or other electronic means. If instructions are recorded by telephone, the person soliciting the proxies will use procedures designed to authenticate shareholders identities to allow shareholders to authorize the voting of their shares in accordance with their instructions, and to confirm that a shareholders instructions have been properly recorded.The expenses incurred in connection with preparing the Proxy Statement and its enclosures and all related legal and proxy solicitation expenses will be paid by Madison and/or XAI. These expenses are estimated to be approximately $250,000.Quorum. In order for a vote on any Proposal to be taken at the Meeting, there must exist a quorum of shareholders of the Fund eligible to vote on such Proposal. To have a quorum, the holders of a majority of the shares entitled to vote on each Proposal must be present in person or by proxy at the Meeting. 39For this purpose, whether a quorum exists is determined on a Proposal-by-Proposal basis.Abstentions and Broker Non-Votes. For purposes of determining the presence of a quorum for each Proposal, abstentions and broker non-votes are treated as present. Broker non-votes occur when a nominee holding shares for a beneficial owner does not vote on a Proposal because the nominee does not have discretionary voting powers with respect to that Proposal and has not received instructions from the beneficial owner. Abstentions and broker non-votes have the effect of a vote against Proposals 1 and 2, while abstentions and broker non-votes have no effect on the outcome of Proposal 3. Adjournment. It may become necessary from time to time to adjourn the Meeting in order to allow more time to solicit additional proxies, as necessary, if there are insufficient votes at the time of the Meeting to constitute a quorum or to approve any Proposal. Under the Funds governing documents, any meeting of shareholders, whether or not a quorum is present, may be adjourned from time to time by: (i) the vote of the majority of the shares represented at that meeting, either in person or by proxy; or (ii) in his or her discretion by the chairperson of the meeting. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting. Accordingly, if a quorum is not present at the Meeting with respect to any Proposal, it is expected that the holders of proxies will vote to authorize the adjournment of the Meeting with respect to such Proposal(s) in order to solicit additional proxies. Even if a quorum is present at the Meeting with respect to some or all Proposals, but there are insufficient votes to approve a Proposal, it is also expected that the holders of proxies will vote to authorize the adjournment of the Meeting to solicit additional proxies with respect to such Proposal(s). If the Meeting is adjourned, the adjourned meeting must be held not later than 180 days after the Record Date and may be held without further notice, other than an announcement at the Meeting in accordance with the Funds governing documents and as permitted under Delaware law. Votes Required to Pass the ProposalsProposal 1. In order for the New Advisory Agreement to be approved, it must be approved by the holders of a majority of the outstanding voting securities of the Fund. The term majority of the outstanding voting securities (as defined in the 1940 Act and used in this Proxy Statement) means: the affirmative vote of the lesser of (i) 67% or more of the voting securities of the Fund present at the Meeting if more than 50% of the outstanding voting securities of the Fund are present in person or by proxy, or (ii) more than 50% of the outstanding voting securities of the Fund. Proposal 2. In order for the New Subadvisory Agreement to be approved, it must be approved by the holders of a majority of the outstanding voting securities of the Fund, using the same definition of this term described above regarding Proposal 1. Proposal 3. In order for the New Trustees to be elected, the entire slate of nominees must be approved by the affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote at the Meeting. Votes withheld will have the same effect as a vote against the Proposal.Please note that if you sign, date, and return the proxy card, but do not specify a vote on each Proposal, your shares will be voted in favor of each Proposal, and in the discretion of the proxies named therein with respect to any other 40business that may properly come before the Meeting or any postponements or adjournments thereof. IMPORTANT: Each Proposal must be approved in order for the Fund to move forward with any of the Proposals. If shareholders do not approve one of the Proposals, the Fund will abandon all three Proposals, and Madison will continue to serve as the investment adviser of the Fund and the Current Board will continue to oversee the Fund. No Dissenters RightsShareholders have no rights under applicable law or the Funds Declaration of Trust or Bylaws to exercise dissenters rights of appraisal with respect to any Proposal.Summary of Certain Aspects of Delaware Control Share Acquisition StatuteThe Fund is subject to the control share acquisition statute (the Control Share Statute) contained in Subchapter III of the Delaware Statutory Trust Act (the DSTA), which became automatically applicable to listed closed-end funds, such as the Fund.The Control Share Statute provides for a series of voting power thresholds above which shares are considered control beneficial interests (referred to here as control shares). Once a threshold is reached, an acquirer has no voting rights under the DSTA with respect to shares acquired in excess of that threshold (i.e., the control shares) unless approved by shareholders of the Fund or exempted by the Board. The Control Share Statute provides procedures for an acquirer to request a shareholder meeting for the purpose of considering whether voting rights shall be accorded to control shares.The foregoing is only a summary of certain aspects of the Control Share Statute. Some uncertainty around the application under the 1940 Act of state control share statutes exists as a result of recent federal and state court decisions that have found that certain control share acquisition provisions violate the 1940 Act.Security Ownership of Management, Trustees and Principal ShareholdersAs of the Record Date, to the best of the knowledge of the Fund, no trustee or officer of the Fund beneficially owned 1% or more of the outstanding shares of the Fund, and the trustees and the officers of the Fund, as a group, beneficially owned less than 1% of the outstanding shares of the Fund. The Current Board is not aware of any arrangements, the operation of which may result in a change in control of the Fund. The following table shows the dollar range of the Funds equity securities that are beneficially owned* by each member of the Current Board and the existing officers as of the Record Date. As of the same date, the nominees for New Trustee did not hold any equity securities of the Fund. * Beneficial Ownership is determined in accordance with Section 16a-1(a)(2) of the Exchange Act.41Trustee/Officer NameDollar Range of Beneficially-Owned Securities of the FundAggregate Dollar Range of Beneficially-Owned Securities of the Madison Fund Complex(1)Scott C. JonesNoneOver $100,000Steven P. RiegeNone$10,001 - $50,000Richard E. StruthersNone$10,001 - $50,000Jill M. Friedow$0 - $10,000$50,001 - $100,000Patrick F. RyanNoneOver $100,000Steve J. FredricksNone$50,001 - $100,000Greg D. HoppeNoneOver $100,000Brandon RedwingNone$1 - $10,000Kyle SchalowNoneNoneTerri WilhelmNoneNone(1) The term Madison Fund Complex refers to (i) the Madison Funds with 15 portfolios, (ii) the Ultra Series Fund with 14 portfolios, (iii) the Madison ETFs Trust with 4 active portfolios, and (iv) the Fund.As of the Record Date, to the knowledge of the Fund, no person owned of record or owned beneficially more than 5% of the voting securities of the Fund.Section 16 Beneficial Ownership Reporting ComplianceSection 16(a) of the Exchange Act and Section 30(h) of the 1940 Act require the Funds executive officers and trustees, certain officers of the Funds investment adviser, affiliated persons of the investment adviser, and persons who beneficially own more than 10% of the Funds shares to file certain reports of ownership (Section 16 filings) with the SEC and the NYSE. Based upon the Funds review of the copies of such forms effecting the Section 16 filings received by it, the Fund believes that for Funds fiscal year ended December 31, 2023, all filings applicable to such persons were completed and filed in a timely manner.HouseholdingThe SEC has adopted rules that permit investment companies, such as the Fund, to satisfy delivery requirements for proxy statements with respect to two or more shareholders sharing the same address by delivering a single proxy statement addressed to those shareholders. This process, which is commonly referred to as householding, could result in extra convenience and cost savings for the Fund and its shareholders.If possible, depending on shareholder registration and address information, and unless you have otherwise opted out, only one copy of this Proxy Statement will be sent to shareholders at the same address. However, each shareholder will receive separate proxy cards. If you currently receive multiple copies of proxy statements or shareholder reports and would like to request to receive a single copy of documents in the future, please contact your financial services firm.42Shareholder Proposals for Subsequent MeetingsShareholder proposals intended for inclusion in the Funds proxy statement in connection with the Funds 2025 Annual Meeting of Shareholders pursuant to Rule 14a-8 under the Exchange Act, must be received by the Fund at its principal executive offices by February 12, 2025. In order for the proposals made outside of Rule 14a-8 under the Exchange Act to be considered timely within the meaning of Rule 14a-4(c) under the Exchange Act, such proposals much be received by the Fund at its principal executives offices not later than the close of business on May 3, 2025, nor earlier than the close of business on April 3, 2025. The timely submission of a proposal does not guarantee its inclusion. Whether a proposal is included in a proxy statement will be determined in accordance with applicable federal and state laws, as well as the Funds governing documents.Other Matters to Come Before the MeetingNo business other than the Proposals described in this Proxy Statement are expected to come before the Meeting, but should any other matter requiring a vote of shareholders arise, the persons named as proxies will vote thereon in their discretion according to their best judgment in the interests of the Fund and its shareholders.Dated: August 7, 2024PLEASE COMPLETE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED ENVELOPE. YOU MAY ALSO VOTE BY INTERNET OR TELEPHONE IN ACCORDANCE WITH THE INSTRUCTIONS SET FORTH ON THE ENCLOSED PROXY CARD.43EXHIBIT ANEW INVESTMENT ADVISORY AGREEMENTINVESTMENT ADVISORY AGREEMENTINVESTMENT ADVISORY AGREEMENT (the Agreement), dated as of [ ], 2024 between Madison Covered Call and Equity Strategy Fund, a Delaware statutory trust (the Trust), and XA Investments LLC, a Delaware limited liability company (the Adviser).WHEREAS, the Adviser has agreed to furnish investment management and advisory services to the Trust, a closed-end management investment company registered under the Investment Company Act of 1940, as amended (the 1940 Act);WHEREAS, the Adviser is a registered investment adviser under the Investment Advisers Act of 1940, as amended (the Advisers Act); WHEREAS, this Agreement has been approved in accordance with the provisions of the 1940 Act, and the Adviser is willing to furnish such services upon the terms and conditions herein set forth; andNOW, THEREFORE, in consideration of the mutual premises and covenants herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged, it is agreed by and between the parties hereto as follows:1. Appointment(a) The Trust hereby appoints the Adviser to act as the investment adviser to the Trust and to furnish the management and investment advisory services described herein, for the period and upon the terms herein set forth.(b) The Adviser hereby agrees, all as more fully set forth herein, to act as investment adviser to the Trust with respect to the investment of the Trusts assets and to supervise and arrange for the day-to-day operations of the Trust and the purchase of securities for and the sale of securities held in the investment portfolio of the Trust.(c) The Adviser for all purposes in this Agreement will be deemed to be an independent contractor and, unless otherwise expressly provided or authorized in this Agreement, will have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. 2. Duties and Obligations of the Adviser with Respect to Investment of Assets of the Trust. (a) Subject to the direction and control of the Trusts Board of Trustees, the Adviser shall:(i) act as investment adviser for and supervise and manage the investment and reinvestment of the Trusts assets and, in connection therewith, have complete discretion in purchasing and selling securities and other assets for the Trust and in voting, exercising consents and exercising all other rights appertaining to such securities and other A-1assets on behalf of the Trust; (ii) supervise the investment program of the Trust and the composition of its investment portfolio; and (iii) arrange, subject to the provisions of Section 5 hereof, for the purchase and sale of securities and other assets held in the investment portfolio of the Trust. (b) In performing its duties under this Section 2, the Adviser may delegate some or all of its duties and obligations under this Agreement to one or more investment sub-advisers; provided, however, that any such delegation shall be pursuant to an agreement with terms agreed upon by the Trust and approved in a manner consistent with the 1940 Act and provided, further, that no such delegation shall relieve the Adviser from its duties and obligations of management and supervision of the management of the Trusts assets pursuant to this Agreement and to applicable law.(c) The Adviser shall maintain business continuity, cybersecurity, disaster recovery and backup capabilities and facilities in keeping with industry standards and Securities and Exchange Commission (SEC) requirements through which the Adviser will be able to perform its obligations hereunder with minimal disruptions or delay. (d) To the extent prohibited by Regulation S-P, the Adviser and its affiliates will not disclose any non-public personal information, as defined in Regulation S-P, received from the Trust regarding any shareholder unless in accordance with an exception under Regulation S-P, or as otherwise may be permitted by law. The Adviser represents and warrants that, in accordance with applicable state privacy laws and Regulation S-P, it has implemented safeguards by adopting policies and procedures reasonably designed to: (i) insure the security and confidentiality of records and non-public personal information of shareholders; (ii) protect against any anticipated threats or hazards to the security or integrity of shareholder records and non-public personal information; and (iii) protect against unauthorized access to or use of such shareholder records or non-public personal information that could result in substantial harm or inconvenience to any shareholder. The Adviser shall treat confidentially all records of the Trust and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where the Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or (ii) when so requested by the Trust.(e) The Adviser acknowledges that, in compliance with the Bank Secrecy Act, as amended, the USA PATRIOT Act, and any implementing regulations thereunder (together, the AML Laws), the Trust has adopted anti-money laundering policies and procedures (the AML Policies). The Adviser agrees to comply with the Trusts AML Policies and the AML Laws, as the same may apply to the Adviser, now and in the future, and understands and agrees that the Trust may disclose information regarding the Adviser to governmental and/or regulatory or self-regulatory authorities to the extent required by applicable law or regulation and may file reports with such authorities as may be required by such law or regulation.A-2(f) The Adviser shall provide such information as may reasonably be requested by the Board under Section 15(c) of the 1940 Act in connection with its annual consideration of this Agreement.3. Duties and Obligations of the Adviser with Respect to the Management of the TrustThe Adviser shall perform the management services necessary for the operation of the Trust, including providing the Trust necessary personnel and such other services as the Adviser, subject to review by the Board of Trustees, from time to time shall determine to be necessary or useful to perform its obligations under this Agreement. The Adviser, also on behalf of the Trust, shall conduct relations with administrators, custodians, depositories, transfer agents, pricing agents, investor support service providers, investor relations providers, dividend disbursing agents, other shareholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable.4. Covenants(a) In the performance of its duties under this Agreement, the Adviser shall at all times conform to, and act in accordance with, any requirements imposed by:(i) the provisions of the 1940 Act and the Advisers Act and all applicable Rules and Regulations of the SEC; (ii) any other applicable provision of law; (iii) the provisions of this Agreement and Declaration of Trust and By-Laws of the Trust, as such documents are amended from time to time; (iv) the investment objective, policies and restrictions of the Trust as set forth in its Registration Statement on Form N-2; and (v) any policies and determinations of the Board of Trustees of the Trust.(b) The Adviser will maintain a written code of ethics (the Code of Ethics) pursuant to Rule 17j-1 under the 1940 Act, a copy of which will be provided to the Trust, and will institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Adviser will follow such Code of Ethics in performing its services under this Agreement.(c) The Adviser will maintain compliance policies and procedures adopted pursuant to Rule 206(4)-7 under the Advisers Act and Rule 38a-1 under the 1940 Act, a copy of which will be provided to the Trust, and follow such compliance policies and procedures in performing its services under this Agreement; and(d) The Adviser will cooperate with the chief compliance officer of the Trust in connection with the implementation and operation of the Trusts compliance policies and procedures adopted pursuant to Rule 38a-1 under the 1940 Act, and will prepare necessary reports and provide the Trusts chief compliance officer with access to information reasonably necessary for the Trust to comply with Rule 38a-1.A-35. Portfolio Transactions(a) In the performance of its duties under this Agreement, the Adviser will place orders either directly with the issuer or with any broker or dealer. Subject to the other provisions of this paragraph, in placing orders with brokers and dealers, the Adviser will attempt to obtain the best price and the most favorable execution of its orders, and all such brokerage placement shall be made in compliance with Section 28(e) of the Securities Exchange Act of 1934, as amended. In placing orders, the Adviser will consider the experience and skill of the firms securities traders as well as the firms financial responsibility and administrative efficiency. Consistent with this obligation, the Adviser may select brokers on the basis of the research, statistical and pricing services they provide to the Trust and other clients of the Adviser. Information and research received from such brokers will be in addition to, and not in lieu of, the services required to be performed by the Adviser hereunder. A commission paid to such brokers may be higher than that which another qualified broker would have charged for effecting the same transaction, provided that the Adviser determines in good faith that such commission is reasonable in terms either of the transaction or the overall responsibility of the Adviser to the Trust and its other clients and that the total commissions paid by the Trust will be reasonable in relation to the benefits to the Trust over the long-term. In no instance, however, will the Trusts securities be purchased from or sold to the Adviser, or any affiliated person thereof, except to the extent permitted by the SEC or by applicable law.(b) At the request of the Board of Trustees of the Trust, the Adviser will identify and provide a written description to the Board of Trustees of soft dollar arrangements that the Adviser maintains with respect to the Trust or with brokers or dealers that execute transactions for the Trust, and of research and other services provided to the Adviser by a broker or dealer (whether prepared by such broker or dealer or by a third party) as a result, in whole or in part, of the direction of Trust transactions to the broker or dealer. (c) From time to time, the Adviser or brokers or dealers affiliated with it may find themselves in a position to buy for certain of their clients (each an Account) securities which the Advisers investment advisory clients wish to sell, and to sell for certain of their clients securities which other advisory clients wish to buy. Where one of the parties is an advisory client, the Adviser or the affiliated broker or dealer cannot participate in this type of transaction (known as a cross transaction) on behalf of an advisory client and retain commissions from one or both parties to the transaction without the advisory clients consent. This is because in a situation where the Adviser is making the investment decision (as opposed to a brokerage client who makes his own investment decisions), and the Adviser or an affiliate is receiving commissions from both sides of the transaction, there is a potential conflicting division of loyalties and responsibilities on the Advisers part regarding the advisory client. The SEC has adopted a rule under the Advisers Act that permits the Adviser or its affiliates to participate on behalf of an Account in agency cross transactions if the advisory client has given written consent in advance. By execution of this Agreement, the Trust authorizes the Adviser or its affiliates to participate in agency cross transactions involving an Account. The Trust may revoke its consent at any time by written notice to the Adviser.A-46. ConfidentialityEach of the Trust and the Adviser acknowledge and agree that pursuant to this Agreement, either party may have access to the other partys confidential and proprietary information and materials concerning or pertaining to the others business. Each party will receive and hold such information in the strictest confidence, and acknowledge, represent, and warrant that it will use its best efforts to protect the confidentiality of this information. Each party agrees that, without the prior written consent of the other party, which approval shall not be unreasonably withheld, they will not use, copy, or divulge to third parties or otherwise use, except in accordance with the terms of this Agreement, any information obtained from or through the other party in connection with this Agreement; provided, however, this covenant shall not apply to information (i) which is in the public domain now or when it becomes in the public domain in the future, other than by reason of a breach of this Agreement, (ii) which has come to either party from a lawful source not bound to maintain the confidentiality of such information, other than from the other party or an affiliate or representative of that party, (iii) disclosures which are required by law, regulatory authority, regulation or legal process or are made to any regulatory agency in the normal course of an examination, audit or investigation involving such party, or (iv) disclosure as reasonably necessary in the course of business to third parties subject to a duty to maintain the confidentiality of the information.7. Services Not Exclusive(a) Nothing in this Agreement shall prevent the Adviser or any officer, employee or other affiliate thereof from acting as investment adviser for any other person, firm or corporation, or from engaging in any other lawful activity, and shall not in any way limit or restrict the Adviser or any of its officers, employees or agents from buying, selling or trading any securities for its or their own accounts or for the accounts of others for whom it or they may be acting; provided, however, that the Adviser will undertake no activities which, in its judgment, will adversely affect the performance of its obligations under this Agreement.(b) The Adviser may manage other investment accounts and funds, including those with investment objectives similar to the Trust. Securities considered as investments for the Trust may also be appropriate for other investment accounts and funds that may be managed by the Adviser. Subject to applicable laws and regulations, the Adviser will attempt to allocate equitably portfolio transactions among the portfolios of its other investment accounts and funds purchasing securities whenever decisions are made to purchase or sell securities by the Trust and one or more of such other accounts or funds simultaneously. In making such allocations, the main factors to be considered by the Adviser will be the respective investment objectives of the Trust and such other accounts and funds, the relative size of portfolio holdings of the same or comparable securities, the availability of cash for investment by the Trust and such other accounts and funds, the size of investment commitments generally held by the Trust and such accounts and funds, and the opinions of the persons responsible for recommending investments to the Trust and such other accounts and funds. 8. Books and Records(a) The Adviser undertakes and agrees to maintain or cause others to maintain, in the form and for the period required by Rule 31a-2 A-5under the 1940 Act, all records relating to the Trusts investments that are required to be maintained by the Trust pursuant to the 1940 Act with respect to the Advisers responsibilities under this Agreement for the Trust, and which are not otherwise maintained by the administrator, fund accounting agent, custodian or other service providers to the Trust.(b) In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Adviser hereby agrees that all records which it maintains for the Trust are the property of the Trust and further agrees to surrender promptly to the Trust any such records upon the Trusts request. 9. CustodyNothing in this Agreement will require the Adviser to take or receive physical possession of cash, securities, or other investments of the Trust. 10. Expenses(a) During the term of this Agreement, the Adviser will bear all costs and expenses of its employees and any overhead incurred in connection with its duties hereunder, except as provided pursuant to paragraph (c) of this Section 10, and shall bear the costs of any salaries or trustees fees of any officers or trustees of the Trust who are affiliated persons (as defined in the 1940 Act) of the Adviser.(b) The Trust will bear all other costs, fees and expenses of its operations and transactions, including those relating to: (1) organization; (2) calculation of the Trusts net asset value (including the cost and expenses of any independent valuation firm, agent or other provider); (3) expenses payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for the Trust and in monitoring the Trusts investments; (4) interest payable on indebtedness and dividends and distributions on preferred shares, as applicable, if any, incurred to finance the Trusts investments; (5) offerings of the Trusts common shares and other securities (including, all fees, costs and expenses related thereto); (6) fees payable to third parties, including agents, legal counsel, consultants or other advisors, relating to, or associated with, evaluating and making investments; (7) administrator, transfer agent and custodian fees; (8) federal and state registration fees; (9) all costs of registration and listing the Trusts shares on any securities exchange; (10) federal, state and local taxes; (11) independent trustees fees and expenses; (12) costs of preparing and filing reports or other documents required by governmental bodies (including the SEC), including printing costs; (13) costs of any reports, proxy statements or other notices to shareholders, including printing costs; (14) insurance premiums for fidelity bond and other insurance coverage, including the Trusts allocable portion of the fidelity bond, trustees and officers errors and omissions liability insurance, including independent trustees liability insurance, and any other insurance premium; (15) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; (16) brokerage commissions, assignment fees and other costs in connection with the purchase, holding or sale of securities and other investment instruments (including, without limitation, security settlement costs); (17) expenses incidental to holding meetings of the Trusts shareholders, including proxy solicitations therefor; provided, however, that the Trust will not bear such expenses with respect to any meeting of the Trusts shareholders held for the purpose of seeking shareholder approval of a new investment advisory agreement in connection A-6with a change of control of the Adviser; (18) unusual, non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust is a party and legal obligations that the Trust may have to indemnify the Trusts directors, officers and/or employees or agents with respect to these actions, suits or proceedings; and (19) all other expenses incurred by the Trust in connection with administering the Trusts business.(c) The Trust may, if and to the extent approved by the Board of Trustees, including a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, from time to time reimburse the Adviser for certain costs and expenses incurred by the Adviser in connection with the management of the Trusts assets, which may include the Trusts allocable share of portfolio management and trading software costs, research expenses (including modeling and analytic software costs), diligence expenses and out-of-pocket travel costs incurred in connection with the management of the Trusts assets. For the avoidance of doubt, in no event shall expenses associated with the general overhead of the Adviser be reimbursed by the Trust.11. Compensation of the Adviser(a) The Trust agrees to pay to the Adviser and the Adviser agrees to accept as full compensation for all services rendered by the Adviser as such, a monthly fee in arrears at an annual rate equal to 0.80% of the Trusts average daily value of the Trusts Managed Assets. For any period less than a month during which this Agreement is in effect, the fee shall be prorated according to the proportion which such period bears to a full month of 28, 29, 30 or 31 days, as the case may be. (b) Managed Assets means the total assets of the Trust, including the assets attributable to the proceeds from financial leverage (including through the issuance of preferred shares or the issuance of senior securities representing indebtedness), minus liabilities, other than liabilities related to any financial leverage. (c) For purposes of this Agreement, the total assets of the Trust shall be calculated pursuant to the procedures adopted by resolutions of the Trustees of the Trust for calculating the value of the Trusts assets.(d) The Adviser may elect from time to time, in its sole discretion, to waive its right to reimbursement or its receipt of the advisory fee.12. Representations and Warranties(a) The Trust represents and covenants to the Adviser as follows:(i) The Trust is duly organized and validly existing under the laws of the State of Delaware with the power to own and possess its assets.(ii) The execution, delivery and performance by the Trust of this Agreement are within the Trusts powers and have been duly authorized by all necessary actions of the Board of Trustees, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or A-7regulation, (ii) the Trusts governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instruments binding upon the Trust.(iii) The Trust is, or will be prior to commencing operations, registered as a closed-end management investment company under the 1940 Act and the Trusts shares are, or will be prior to commencing operations, registered under the Securities Act of 1933, as amended, and under any applicable state securities laws, or exempt from such registration.(b) The Adviser represents and covenants to the Trust as follows:(i) The Adviser is duly organized and validly existing under the laws of the State of Delaware.(ii) The execution, delivery and performance by the Adviser of this Agreement are within the Advisers powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance of this Agreement by the parties to this Agreement, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Advisers governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instruments binding upon the Adviser.(iii) The Adviser is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement.13. Limitation on LiabilityThe Adviser will not be liable for any error of judgment or mistake of law or for any loss suffered by Adviser or by the Trust in connection with the performance of this Agreement, except a loss resulting from a breach of a fiduciary duty with respect to the receipt of compensation for services or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder).14. IndemnificationThe Trust shall indemnify, defend and protect the Adviser, its members and their respective officers, managers, partners, agents, employees, controlling persons, members and any other person affiliated with any of them (collectively, the Indemnified Parties) (each of whom shall be deemed a third party beneficiary hereof) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, A-8investigation or other proceeding (including an action or suit by or in the right of the Trust or its security holders) arising out of or otherwise based upon the performance of any of the Advisers duties or obligations under this Agreement or otherwise as an investment adviser of the Trust. Notwithstanding the foregoing provisions of this Section 12 to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Trust or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of any Indemnified Partys duties or by reason of the reckless disregard of the Advisers duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder).15. Duration and Termination(a) This Agreement shall become effective as of the date hereof and, unless sooner terminated with respect to the Trust as provided herein, shall continue in effect for a period of two years. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Trust for successive periods of 12 months, provided such continuance is specifically approved at least annually by both:(i) the vote of a majority of the Trusts Board of Trustees or the vote of a majority of the outstanding voting securities of the Trust at the time outstanding and entitled to vote, and (ii) the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. (b) Notwithstanding the foregoing, this Agreement may be terminated by the Trust at any time, without the payment of any penalty, upon giving the Adviser 60 days notice (which notice may be waived by the Adviser), provided that such termination by the Trust shall be directed or approved by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Trust at the time outstanding and entitled to vote, or by the Adviser on 60 days written notice to the Trust (which notice may be waived by the Trust). (c) This Agreement will immediately terminate in the event of its assignment. (d) As used in this Agreement, the terms majority of the outstanding voting securities, interested person and assignment shall have the same meanings of such terms in the 1940 Act.(e) The terms of Sections 6, 8, 13 and 14, 18, 19 and 20 of this Agreement shall survive the termination of this Agreement.16. NoticesAny notice under this Agreement shall be in writing to the other party at such address as the other party may designate from time to time for the receipt of such notice and shall be deemed to be received on the earlier of the date actually received or on the fourth day after the postmark if such notice is A-9mailed first class postage prepaid.17. Amendment of this AgreementNo provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. Any amendment of this Agreement shall be subject to the 1940 Act.18. Governing LawThis Agreement shall be governed by and construed in accordance with the laws of the State of Delaware for contracts to be performed entirely therein without reference to choice of law principles thereof and in accordance with the applicable provisions of the 1940 Act.19. Use of the NameThe Adviser has consented to the use by the Trust of the name or identifying word XA, XAI or XA Investments in the name of the Trust. Such consent is conditioned upon the employment of the Adviser as the investment adviser to the Trust. The name or identifying word XA, XAI or XA Investments may be used from time to time in other connections and for other purposes by the Adviser and any of its affiliates. The Adviser may require the Trust to cease using XA, XAI or XA Investments in the name of the Trust, if the Trust ceases to employ, for any reason, the Adviser, any successor thereto or any affiliate thereof as investment adviser of the Trust. If so required by the Adviser, the Trust will cease using XA, XAI or XA Investments in its name as promptly as practicable and make all reasonable efforts to remove XA, XAI or XA Investments from its name.20. Miscellaneous(a) The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.(b) If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. (c) Nothing contained in this Agreement will be deemed to require the Trust to take any action contrary to the Trusts Amended and Restated Agreement and Declaration of Trust or By-laws, as they may be amended and/or restated from time to time, or any applicable statute or regulation, or to relieve or deprive the Board of Trustees of its responsibility for and control of the conduct of the affairs of the Trust. (d) This Agreement shall be binding on, and shall inure to the benefit of the parties hereto and their respective successors.(e) This Agreement may be executed in counterparts by the parties hereto, each of which shall constitute an original counterpart, and all of which, together, shall constitute one Agreement. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.A-10(f) This Agreement constitutes the entire understanding and agreement, and supersedes any and all other proposals, understandings, and agreements among the parties with respect to the subject matter hereof.IN WITNESS WHEREOF, the parties hereto have caused the foregoing instrument to be executed by their duly authorized officers, all as of the day and the year first above written.MADISON COVERED CALL & EQUITY STRATEGY FUNDBy: Name: Title: XA INVESTMENTS LLCBy: Name: Title: A-11EXHIBIT BNEW SUBADVISORY AGREEMENTINVESTMENT SUBADVISORY AGREEMENTINVESTMENT SUB-ADVISORY AGREEMENT (the Agreement), dated as of [ ], 2024 (the Effective Date) among Madison Covered Call and Equity Strategy Fund, a Delaware statutory trust (the Trust), XA Investments LLC, a Delaware limited liability company (the Adviser), and Madison Asset Management, LLC a Wisconsin limited liability company (the Sub-Adviser).WHEREAS, the Adviser has agreed to furnish investment management and advisory services to the Trust, a closed-end management investment company registered under the Investment Company Act of 1940, as amended (the 1940 Act);WHEREAS, the investment advisory agreement between the Adviser and the Trust dated as of [ ] (such agreement or the most recent successor agreement between such parties relating to advisory services to the Trust is referred to herein as the Investment Advisory Agreement) contemplates that the Adviser may sub-contract investment advisory services with respect to the Trust to a sub-adviser(s) pursuant to a sub-advisory agreement(s) agreeable to the Trust and approved in accordance with the provisions of the 1940 Act;WHEREAS, the Adviser wishes to retain the Sub-Adviser to provide certain sub-advisory services; WHEREAS, the Sub-Adviser is a registered investment adviser under the Investment Advisers Act of 1940, as amended (the Advisers Act); andWHEREAS, this Agreement has been approved in accordance with the provisions of the 1940 Act, and the Sub-Adviser is willing to furnish such services upon the terms and conditions herein set forth;NOW, THEREFORE, in consideration of the mutual premises and covenants herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged, it is agreed by and between the parties hereto as follows:1. Appointment(a) The Adviser hereby appoints the Sub-Adviser to act as the investment sub-adviser to the Trust and to furnish the services described herein, for the period and upon the terms herein set forth.(b) The Sub-Adviser hereby agrees, all as more fully set forth herein, to act as investment sub-adviser to the Trust and to furnish the services described below with respect to the investment of the Trusts assets and the purchase of securities for and the sale of securities held in the investment portfolio of the Trust.(c) The Sub-Adviser for all purposes in this Agreement will be deemed to be an independent contractor and, unless otherwise expressly provided or authorized in this Agreement, will have no authority to act for or represent the Adviser or the Trust in any way B-1or otherwise be deemed an agent of the Adviser or the Trust. 2. Duties and Obligations of the Sub-Adviser with Respect to Investment of Assets of the Trust(a) Subject to the oversight and supervision of the Adviser and direction and control of the Trusts Board of Trustees, the Sub-Adviser will act as sub-adviser for the Trust and perform one or more of the following services at the request of the Adviser in connection with the investment and reinvestment of the Trusts assets: (i) managing the investment and reinvestment of the assets of the Trust in accordance with the investment policies and guidelines of the Trust;(ii) subject to the provisions of Section 4 hereof, purchasing and selling securities and other assets for the Trust and placing orders for purchases and sales of assets of the Trust; (iii) providing investment research and credit analysis concerning the assets of the Trust; (iv) monitoring on a daily basis the investment activities and portfolio holdings relating to the Trust;(v) voting proxies relating to the Trusts portfolio securities in accordance with the proxy voting policies and procedures of the Sub-Adviser; and(vi) settlement of transactions and completing corporate actions. (b) At the request of the Adviser, the Sub-Adviser will also, subject to the oversight and supervision of the Adviser and the direction and control of the Trusts Board of Trustees, consult with the Adviser as to the overall management of the assets of the Trust and the investment policies and practices of the Trust, including (but not limited to) the use by the Trust of financial leverage and matters relating to such financial leverage (e.g., form, amount and costs) and the utilization by the Trust of any interest rate or other hedging or risk management transactions in connection therewith. (c) In addition, the Sub-Adviser will keep the Trust and the Adviser informed of developments relating to the Sub-Adviser or the Trusts investments materially affecting the Trust and shall, upon request, furnish to the Adviser and the Trust all information relevant to such developments. (d) The Sub-Adviser will periodically communicate to the Adviser or other service providers of the Trust, at such times as the Adviser may request, information concerning the purchase and sale of securities for the Trust and such other information as the Adviser may reasonably require for purposes of fulfilling its obligations to the Trust under the Investment Advisory Agreement.(e) In addition to the investment policies and guidelines of the Trust, the Adviser may from time to time communicate to the Sub-Adviser instructions (the Instructions) in writing that limit or supplement the investment policies and guidelines and are subject to approval by the Sub-B-2Adviser, which approval shall not be unreasonably withheld. Neither the investment policies and guidelines nor the Instructions shall require the Sub-Adviser to obtain capabilities or resources beyond those it possesses as of the Effective Date. The Adviser shall promptly notify the Sub-Adviser, in writing, of any change in the investment policies and guidelines that is made for any reason, including but not limited to a change by the Adviser, the Trust or in any applicable law or regulation. The Adviser acknowledges that the Sub-Adviser may be required to terminate delivery of certain data or services used in managing the Trust in the event the Sub-Adviser is no longer able to obtain such data or services.(f) The Sub-Adviser shall maintain business continuity, cybersecurity, disaster recovery and backup capabilities and facilities in keeping with industry standards and Securities and Exchange Commission (SEC) requirements through which the Sub-Adviser will be able to perform its obligations hereunder with minimal disruptions or delay. (g) To the extent prohibited by Regulation S-P, the Sub-Adviser and its affiliates will not disclose any non-public personal information, as defined in Regulation S-P, received from the Trust regarding any shareholder unless in accordance with an exception under Regulation S-P, or as otherwise may be permitted by law. The Sub-Adviser represents and warrants that, in accordance with applicable state privacy laws and Regulation S-P, it has implemented safeguards by adopting policies and procedures reasonably designed to: (i) insure the security and confidentiality of records and non-public personal information of shareholders; (ii) protect against any anticipated threats or hazards to the security or integrity of shareholder records and non-public personal information; and (iii) protect against unauthorized access to or use of such shareholder records or non-public personal information that could result in substantial harm or inconvenience to any shareholder. The Sub-Adviser shall treat confidentially all records of the Trust and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where the Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or (ii) when so requested by the Trust.(h) The Sub-Adviser acknowledges that, in compliance with the Bank Secrecy Act, as amended, the USA PATRIOT Act, and any implementing regulations thereunder (together, the AML Laws), the Trust has adopted anti-money laundering policies and procedures (the AML Policies). The Sub-Adviser agrees to comply with the Trusts AML Policies and the AML Laws, as the same may apply to the Sub-Adviser, now and in the future, and understands and agrees that the Trust may disclose information regarding the Sub-Adviser to governmental and/or regulatory or self-regulatory authorities to the extent required by applicable law or regulation and may file reports with such authorities as may be required by such law or regulation.(i) The Sub-Adviser shall provide such information as may reasonably be requested by the Adviser and/or the Board of Trustees under Section 15(c) of the 1940 Act in connection with its annual consideration of this Agreement.B-3(i) Nothing in this Agreement is deemed to impose on the Sub-Adviser responsibility for the preparation of the Trusts financial statements or the Trusts other financial and regulatory filing and reporting obligations, provided that the Sub-Adviser shall provide sub-certifications in the form reasonably requested by the Trust relating to the Sub-Advisers services under this Agreement to assist the Trust in complying with the provisions of the Sarbanes-Oxley Act of 2002.3. Covenants(a) In the performance of its duties under this Agreement, the Sub-Adviser shall at all times conform to, and act in accordance with, any requirements imposed by:(i) the provisions of the 1940 Act and the Advisers Act and all applicable Rules and Regulations of the SEC; (ii) any other applicable provision of law; (iii) the provisions of this Agreement and Declaration of Trust and By-Laws of the Trust, as such documents are amended from time to time; (iv) the investment objective, policies and restrictions of the Trust as set forth in its Registration Statement on Form N-2 and as supplemented from time to time by the Trusts shareholder reports and other SEC filings; and (v) any policies and determinations of the Board of Trustees of the Trust.(b) The Sub-Adviser will not consult with any other sub-adviser of the Trust or any other sub-adviser to a fund under common control with the Trust concerning transactions of the Trust in securities or other assets.(c) The Sub-Adviser will maintain a written code of ethics (the Code of Ethics) pursuant to Rule 17j-1 under the 1940 Act, a copy of which will be provided to the Trust and the Adviser, and will institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Sub-Adviser will follow such Code of Ethics in performing its services under this Agreement.(d) The Sub-Adviser will maintain compliance policies and procedures adopted pursuant to Rule 206(4)-7 under the Advisers Act and Rule 38a-1 under the 1940 Act, a copy of which will be provided to the Trust and the Adviser, and follow such compliance policies and procedures in performing its services under this Agreement; and(e) The Sub-Adviser will cooperate with the chief compliance officer of the Trust in connection with the implementation and operation of the Trusts compliance policies and procedures adopted pursuant to Rule 38a-1 under the 1940 Act, and will prepare necessary reports and provide the Trusts chief compliance officer with access to information reasonably necessary for the Trust to comply with Rule 38a-1.4. Portfolio Transactions(a) In the performance of its duties under this Agreement, the Sub-Adviser will place orders either directly with the issuer or with any broker B-4or dealer. Subject to the other provisions of this paragraph, in placing orders with brokers and dealers, the Sub-Adviser will attempt to obtain the best price and the most favorable execution of its orders, and all such brokerage placement shall be made in compliance with Section 28(e) of the Securities Exchange Act of 1934, as amended. In placing orders, the Sub-Adviser will consider the experience and skill of the firms securities traders as well as the firms financial responsibility and administrative efficiency. Consistent with this obligation, the Sub-Adviser may select brokers on the basis of the research, statistical and pricing services they provide to the Trust and other clients of the Sub-Adviser. Information and research received from such brokers will be in addition to, and not in lieu of, the services required to be performed by the Sub-Adviser hereunder. A commission paid to such brokers may be higher than that which another qualified broker would have charged for effecting the same transaction, provided that the Sub-Adviser determines in good faith that such commission is reasonable in terms either of the transaction or the overall responsibility of the Sub-Adviser to the Trust and its other clients and that the total commissions paid by the Trust will be reasonable in relation to the benefits to the Trust over the long-term. In no instance, however, will the Trusts securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except to the extent permitted by the SEC or by applicable law.(b) At the request of the Adviser or the Trust, the Sub-Adviser will identify and provide a written description to the Adviser and the Board of Trustees of the Trust of soft dollar arrangements that the Sub-Adviser maintains with respect to the Trust or with brokers or dealers that execute transactions for the Trust, and of research and other services provided to the Sub-Adviser by a broker or dealer (whether prepared by such broker or dealer or by a third party) as a result, in whole or in part, of the direction of Trust transactions to the broker or dealer. (c) From time to time, the Sub-Adviser or brokers or dealers affiliated with it may find themselves in a position to buy for certain of their clients (each an Account) securities which the Sub-Advisers investment advisory clients wish to sell, and to sell for certain of their clients securities which advisory clients wish to buy. Where one of the parties is an advisory client, the Sub-Adviser or the affiliated broker or dealer cannot participate in this type of transaction (known as a cross transaction) on behalf of an advisory client and retain commissions from one or both parties to the transaction without the advisory clients consent. This is because in a situation where the Sub-Adviser is making the investment decision (as opposed to a brokerage client who makes his own investment decisions), and the Sub-Adviser or an affiliate is receiving commissions from both sides of the transaction, there is a potential conflicting division of loyalties and responsibilities on the Sub-Advisers part regarding the advisory client. However, the SEC has adopted a rule under the Advisers Act that permits the Sub-Adviser or its affiliates to participate on behalf of an Account in agency cross transactions if the advisory client has given written consent in advance. Therefore, by execution of this Agreement, the Trust authorizes the Sub-Adviser or its affiliates to participate in agency cross transactions involving an Account. The Trust may revoke its consent at any time by written notice to the Sub-Adviser.5. ConfidentialityEach of the Trust, the Adviser and the Sub-Adviser acknowledge and agree that in satisfying its respective obligations under and performing B-5services in connection with this Agreement, any party may have access to another partys confidential and proprietary information and materials concerning or pertaining to the others business (confidential information). Each party will receive and hold such information in the strictest confidence, and acknowledge, represent, and warrant that it will use its best efforts to protect the confidentiality of this information to the same degree of care as it would its own confidential information. Each party agrees that, without the prior written consent of the other party, which approval shall not be unreasonably withheld, such party will not use, copy, or divulge to third parties or otherwise use, except in accordance with the terms of this Agreement, any confidential information of another party without the prior written consent of such other party; provided, however, this covenant shall not apply to (i) information which is in the public domain now or when it becomes in the public domain in the future, other than by reason of a breach of this Agreement, (ii) information which has come to a party from a lawful source not bound to maintain the confidentiality of such information, other than from any other party or an affiliate or representative of that party, (iii) information which is independently developed without the use of confidential information, (iv) disclosures which are required by law, regulatory authority, regulation or legal process or are made to any regulatory agency in the normal course of an examination, audit or investigation involving such party, or (v) disclosure as reasonably necessary in the course of business to third parties subject to a duty to maintain the confidentiality of the information. Notwithstanding the foregoing, the Sub-Adviser may disclose information it receives from or on behalf of the Trust or the Adviser to officers and employees of the Sub-Adviser or any of its affiliates in the course of providing the services under this Agreement and the Sub-Adviser may disclose the Trusts TIN information to third parties as required to perform the Sub-Advisers services under this Agreement. 6. Services Not Exclusive(a) Nothing in this Agreement shall prevent the Sub-Adviser or any officer, employee or other affiliate thereof from acting as investment adviser for any other person, firm or corporation, or from engaging in any other lawful activity, and shall not in any way limit or restrict the Sub-Adviser or any of its officers, employees or agents from buying, selling or trading any securities for its or their own accounts or for the accounts of others for whom it or they may be acting; provided, however, that the Sub-Adviser will undertake no activities which, in its judgment, will adversely affect the performance of its obligations under this Agreement.(b) The Sub Adviser currently manages, and may in the future manage, other investment accounts and funds, including those with investment objectives similar to the Trust. Securities considered as investments for the Trust may also be appropriate for other investment accounts and funds that may be managed by the Sub-Adviser. Subject to applicable laws and regulations, the Sub-Adviser will attempt to allocate equitably portfolio transactions among the portfolios of its other investment accounts and funds purchasing securities whenever decisions are made to purchase or sell securities by the Trust and one or more of such other accounts or funds over time. In making such allocations, the main factors to be considered by the Sub-Adviser will be the respective investment objectives of the Trust and such other accounts and funds, the relative size of portfolio holdings of the same or comparable securities, the availability of cash for investment by the Trust and such other accounts and funds, the size of investment commitments generally B-6held by the Trust and such accounts and funds, and the opinions of the persons responsible for recommending investments to the Trust and such other accounts and funds. 7. Books and Records(a) The Sub-Adviser undertakes and agrees to maintain or cause others to maintain, in the form and for the period required by Rule 31a-2 under the 1940 Act, all records relating to the Trusts investments that are required to be maintained by the Trust pursuant to the 1940 Act with respect to the Sub-Advisers responsibilities under this Agreement for the Trust, and which are not otherwise maintained by the administrator, fund accounting agent, custodian or other service providers to the Trust.(b) In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which it maintains for the Trust are the property of the Trust and further agrees to surrender promptly to the Trust any such records upon the Trusts request, except for any software or other intellectual property that is proprietary to, or owned or licensed by, the Sub-Adviser or any of its affiliates, which shall remain the property of the Sub-Adviser. Notwithstanding the foregoing, the Sub-Adviser shall retain those original records or copies of records in order to comply with the Advisers Act record keeping requirement, applicable law and its own internal policies.(c) Each of the Adviser and the Trust shall own, have custody of and maintain its general corporate accounts and records. At reasonable times and upon reasonable notice, the Trust shall provide the Sub-Adviser with access to all books, records, accounts, facilities, and personnel necessary or appropriate for the performance of the Sub-Advisers obligations under this Agreement. 8. CustodyNothing in this Agreement will require the Sub-Adviser to take or receive physical possession of cash, securities, or other investments of the Trust. The Trust shall select, engage and maintain at the Trusts expense one or more custodians meeting the requirements of Section 17(f) of the 1940 Act and the rules, regulations and interpretations thereunder (each a Custodian) to serve as Custodian(s) of the Trust assets. The Adviser shall provide the Sub-Adviser, in writing, the identity of each Custodian, any change in a Custodian and all other information regarding the Custodian(s) required for the Sub-Adviser to carry out its duties under this Agreement. The Adviser shall notify each Custodian of the appointment of the Sub-Adviser and of the authority of the Sub-Adviser to effect investments with respect to the Trust assets. All transactions authorized by this Agreement are made by payment to or delivery by the Custodian(s). The Sub-Adviser shall have no rights or responsibilities, including to direct payment or move cash or assets of the Trust, that would be defined as taking custody under the Advisers Act. In connection with the Trusts custody agreement(s), the Adviser and the Trust will ensure that no such rights are given to the Sub-Adviser. The Trust and the Adviser will ensure that the Sub-Adviser may use the Depositary Trust Companys Institutional Delivery System for trade confirmation and settlement. B-79. Expenses(a) During the term of this Agreement, the Sub-Adviser will bear all costs and expenses of its employees and any overhead incurred in connection with its duties hereunder, except as provided pursuant to paragraph (d) of this Section 9, and shall bear the costs of any salaries or trustees fees of any officers or trustees of the Trust who are affiliated persons (as defined in the 1940 Act) of the Sub-Adviser.(b) The Sub-Adviser shall not be responsible for any expenses of the Adviser or the Trust not specifically set forth in this Section 9 or otherwise in any written agreement between the Sub-Adviser and the Trust or the Adviser, as the case may be.(c) The Trust will bear all other costs, fees and expenses of its operations and transactions, including those relating to: (1) organization; (2) calculation of the Trusts net asset value (including the cost and expenses of any independent valuation firm, agent or other provider); (3) expenses payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for the Trust and in monitoring the Trusts investments; (4) interest payable on indebtedness and dividends and distributions on preferred shares, as applicable, if any, incurred to finance the Trusts investments; (5) offerings of the Trusts common shares and other securities (including, all fees, costs and expenses related thereto); (6) fees payable to third parties, including agents, legal counsel, consultants or other advisors, relating to, or associated with, evaluating and making investments; (7) administrator, transfer agent and custodian fees; (8) federal and state registration fees; (9) all costs of registration and listing the Trusts shares on any securities exchange; (10) federal, state and local taxes; (11) independent trustees fees and expenses; (12) costs of preparing and filing reports or other documents required by governmental bodies (including the SEC), including printing costs; (13) costs of any reports, proxy statements or other notices to shareholders, including printing costs; (14) insurance premiums for fidelity bond and other insurance coverage, including the Trusts allocable portion of the fidelity bond, trustees and officers errors and omissions liability insurance, including independent trustees liability insurance, and any other insurance premium; (15) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; (16) brokerage commissions, assignment fees and other costs in connection with the purchase, holding or sale of securities and other investment instruments (including, without limitation, security settlement costs; (17) expenses incidental to holding meetings of the Trusts shareholders, including proxy solicitations therefor; provided, however, that the Trust will not bear such expenses with respect to any meeting of the Trusts shareholders held for the purpose of seeking approval of a new investment sub-advisory agreement in connection with a change of control of the Sub-Adviser; (18) unusual, non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust is a party and legal obligations that the Trust may have to indemnify the Trusts directors, officers and/or employees or agents with respect to these actions, suits or proceedings; and (19) all other expenses incurred by the Trust in connection with administering the Trusts business.B-810. Compensation of the Sub-Adviser(a) The Trust agrees to pay to the Sub-Adviser, and the Sub-Adviser agrees to accept as full compensation for all services rendered by the Sub-Adviser under this Agreement, a monthly fee in arrears in an amount equal to the specified percentage of the advisory fee payable to the Adviser from the Trust (the Sub-Advisory Fee):Average Daily Managed AssetsSub-Adviser Percentage of Management Fees / (Fee Rate)Type of Fee SplitFirst $175 million55% / (0.44%)AbsoluteGreater than $175 million and up to $25050% / (0.40%)BlendedOver $250 million*50% / (0.40%)Absolute* If the Trusts Daily Managed Assets exceed $250 million for a period of more than 10 consecutive trading days, the Trusts management fee split will be reset to 50% to the Sub-Adviser and 50% to the Adviser on an Absolute Fee Split basis.(b) For any period less than a month during which this Agreement is in effect, the fee shall be prorated according to the proportion which such period bears to a full month of 28, 29, 30 or 31 days, as the case may be.(c) Blended Fee Split means the total sub-advisory fees paid to the Sub-Adviser will be a result of different sub-advisory fee rates assessed to different asset levels. By way of example, in a theoretical scenario in which the Trust has Managed Assets of $200 million, the resulting Sub-Advisory Fees for the Sub-Adviser will be equal to (0.44% x $175 million) + (0.40% x $25 million), with a Blended Fee Split of 0.431%.(d) Absolute Fee Split means the total sub-advisory fees paid to the Sub-Adviser will be a result of the applicable fee rate multiplied by all of the Trusts Managed Assets.(e) Managed Assets means the total assets of the Trust, including the assets attributable to the proceeds from financial leverage (including through the issuance of preferred shares or the issuance of senior securities representing indebtedness), minus liabilities, other than liabilities related to any financial leverage.(f) For purposes of this Agreement, the total assets of the Trust shall be calculated pursuant to the procedures adopted by resolutions of the Trusts Board of Trustees for calculating the value of the Trusts assets.(g) The Sub-Adviser may elect from time to time, in its sole discretion, to waive its right to receipt of all or a portion of the Sub-Advisory Fee.11. Representations and Warranties(a) The Trust represents and covenants to the Sub-Adviser as follows:(i) The Trust is duly organized and validly existing under the laws of the State of Delaware with the power to own and possess its assets.B-9(ii) The execution, delivery and performance by the Trust of this Agreement are within the Trusts powers and have been duly authorized by all necessary actions of the Board of Trustees, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (1) any provision of applicable law, rule or regulation, (2) the Trusts governing instruments, or (3) any agreement, judgment, injunction, order, decree or other instruments binding upon the Trust.(iii) The Trust is, or will be prior to commencing operations, registered as a closed-end management investment company under the 1940 Act and the Trusts shares are, or will be prior to commencing operations, registered under the Securities Act of 1933, as amended, and under any applicable state securities laws, or exempt from such registration.(iv) Prior to the Sub-Adviser commencing services under this Agreement, the Trust will have legal title to the assets in the Trust and no restrictions shall exist as to the ownership or transfer of such assets unless specifically set forth in this Agreement.(b) The Adviser represents and covenants to the Sub-Adviser as follows:(i) The Adviser is duly organized and validly existing under the laws of the State of Delaware.(ii) The execution, delivery and performance by the Adviser of this Agreement are within the Advisers powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance of this Agreement by the parties to this Agreement, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (1) any provision of applicable law, rule or regulation, (2) the Advisers governing instruments, or (3) any agreement, judgment, injunction, order, decree or other instruments binding upon the Adviser.(iii) This Agreement constitutes a valid and binding obligation of the Adviser, enforceable against the Adviser in accordance with its terms, except to the extent such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, or similar laws affecting the rights of creditors generally and by general equity principles.(iv) The Adviser is not prohibited by the 1940 Act or B-10the Advisers Act from serving as investment adviser to the Trust.(v) The Adviser hereby acknowledges receipt of Sub-Advisers Form ADV, Part 2 before, or at the time of, signing this Agreement.(c) The Sub-Adviser represents and covenants to the Adviser and the Trust as follows:(i) The Sub-Adviser is duly organized and validly existing under the laws of the State of Wisconsin.(ii) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Advisers powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance of this Agreement by the parties to this Agreement, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (1) any provision of applicable law, rule or regulation, (2) the Sub-Advisers governing instruments, or (3) any agreement, judgment, injunction, order, decree or other instruments binding upon the Sub-Adviser.(iii) This Agreement constitutes a valid and binding obligation of the Sub-Adviser, enforceable against the Sub-Adviser in accordance with its terms, except to the extent such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, or similar laws affecting the rights of creditors generally and by general equity principles.(iv) The Sub-Adviser is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement.12. Certain InformationThe Adviser shall promptly notify the Sub-Adviser, and the Sub-Adviser shall promptly notify the Trust and the Adviser in writing of the occurrence of any of the following events:(a) such party failing to be registered as an investment adviser under the Advisers Act;(b) such party having been served or otherwise have notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Trust;(c) the occurrence of any change in control of such party or any parent of such party within the meaning of the 1940 Act; or B-11(d) the occurrence of any material adverse change in the business or financial position of such party. 13. Limitation on LiabilityThe Sub-Adviser will not be liable for any error of judgment or mistake of law or for any loss suffered by Sub-Adviser, the Adviser or by the Trust in connection with the performance of this Agreement, except a loss resulting from a breach of a fiduciary duty with respect to the receipt of compensation for services or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder). Nothing herein shall constitute a waiver or restriction of any partys rights under applicable federal or state securities laws.14. IndemnificationThe Trust shall indemnify, defend and protect the Sub-Adviser, its members and their respective officers, managers, partners, parent, corporate group affiliates, agents, employees, controlling persons, members, and any other person affiliated with any of them (collectively, the Indemnified Parties) (each of whom shall be deemed a third party beneficiary hereof) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Trust or its security holders) arising out of or otherwise based upon the performance of any of the Sub-Advisers duties or obligations under this Agreement or otherwise as an investment adviser of the Trust. Notwithstanding the foregoing provisions of this Section 14 to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Trust or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of any Indemnified Partys duties or by reason of the reckless disregard of the Sub-Advisers duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder).15. Duration and Termination(a) This Agreement shall become effective as of the Effective Date and, unless sooner terminated with respect to the Trust as provided herein, shall continue in effect for a period of two years. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Trust for successive periods of 12 months, provided such continuance is specifically approved at least annually by both:(i) the vote of a majority of the Trusts Board of Trustees or the vote of a majority of the outstanding voting securities of the Trust at the time outstanding and entitled to vote, and B-12(ii) the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. (b) Notwithstanding the foregoing, this Agreement may be terminated by (i) the Adviser or the Trust at any time, without the payment of any penalty, upon giving the Sub-Adviser 60 days notice (which notice may be waived by the Sub-Adviser), provided that such termination by the Trust shall be directed or approved by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Trust at the time outstanding and entitled to vote, or (ii) the Sub-Adviser on 60 days written notice to the Trust and the Adviser (which notice may be waived by the Trust or the Adviser on behalf of both the Trust and the Adviser). (c) This Agreement will immediately terminate in the event of its assignment and will immediately terminate upon any termination of the Investment Advisory Agreement between the Trust and the Adviser.(d) As used in this Agreement, the terms majority of the outstanding voting securities, interested person and assignment shall have the same meanings of such terms in the 1940 Act.(e) The terms of Sections 5, 7, 10, 13, 14, 18, 19 and 20 of this Agreement shall survive the termination of this Agreement.16. NoticesAny notice under this Agreement shall be in writing to the other parties and shall be considered as properly given or made if (a) sent by overnight delivery by a nationally recognized air courier service, (b) sent by electronic mail with no receipt of error in the delivery, or (c) mailed by registered or certified mail, return receipt requested, and if addressed to the respective address listed below:If to Adviser, to: XA Investments, LLC 321 North Clark Street #2430 Chicago, IL 60654 Attention: General CounselIf to the Trust, to:Madison Covered Call & Equity Strategy Fund 321 North Clark Street #2430 Chicago, IL 60654 Attention: Chief Executive OfficerIf to Sub-Adviser, to:Madison Investment Holdings, Inc. 550 Science Drive Madison, WI 53711 Attention: Steven A. Carlor at such address as the other party may designate from time to time for the receipt of such notice and shall be deemed effective on receipt.17. Amendment of this AgreementNo provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. Any amendment of this Agreement shall be subject to the 1940 Act.B-1318. Governing LawThis Agreement shall be governed by and construed in accordance with the laws of the State of Delaware for contracts to be performed entirely therein without reference to choice of law principles thereof and in accordance with the applicable provisions of the 1940 Act. WAIVER OF JURY TRIAL AND PUNITIVE DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND ANY RIGHT TO SEEK PUNITIVE OR CONSEQUENTIAL DAMAGES.19. Use of the NameThe Sub-Adviser has consented to the use by the Trust of the name or identifying word Madison in the name of the Trust. Such consent is conditioned upon the employment of the Sub-Adviser as the investment sub-adviser to the Trust. The name or identifying word Madison may be used from time to time solely in connection with the Sub-Advisers services under this Agreement. The Sub-Adviser may require the Trust to cease using Madison in the name of the Trust, if the Trust ceases to employ, for any reason, the Sub-Adviser, any successor thereto or any affiliate thereof as investment sub-adviser of the Trust. If so required by the Sub-Adviser, the Trust will cease using Madison in its name as promptly as practicable and make all reasonable efforts to remove Madison from its name.20. Miscellaneous(a) The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.(b) If any provision of this Agreement is invalid, illegal, or unenforceable under applicable law of mandatory application, the validity, legality, and enforceability of that provision or condition in other instances and of the remaining provisions and conditions are not in any way affected thereby. (c) Nothing contained in this Agreement will be deemed to require the Trust to take any action contrary to the Trusts Amended and Restated Agreement and Declaration of Trust or By-laws, as they may be amended and/or restated from time to time, with notice to the Sub-Adviser, or any applicable statute or regulation, or to relieve or deprive the Board of Trustees of its responsibility for and control of the conduct of the affairs of the Trust. (d) This Agreement shall be binding on, and shall inure to the benefit of the parties hereto and their respective successors.(e) This Agreement may be executed in counterparts by the parties hereto, each of which when executed is deemed to be an original and all of which together are deemed to be one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.B-14(f) This Agreement constitutes the entire understanding and agreement, and supersedes any and all other proposals, understandings, and agreements among the parties with respect to the subject matter hereof.IN WITNESS WHEREOF, the parties hereto have caused the foregoing instrument to be executed by their duly authorized officers, all as of the day and the year first above written.MADISON COVERED CALL & EQUITY STRATEGY FUNDBy: Name: Title: XA INVESTMENTS LLCBy: Name: Title: MADISON ASSET MANAGEMENT, LLCBy: Name: Title: B-15EXHIBIT COTHER FUNDS WITH SIMILAR INVESTMENT OBJECTIVESMadison. The table below provides information regarding other registered investment companies managed by Madison which have a similar investment objective as the Fund.Name of Other FundOther Funds Investment ObjectiveAdvisers Management FeeNet Assets as of December 31, 2023Has Adviser Agreed to Waive or Reduce its Management Fee under any Applicable Contract?Madison Covered Call & Equity Income FundSeeks to provide consistent total return and, secondarily, to provide a high level of income and gains from option premiums.0.85%$261,020,326NoMadison Covered Call ETFSeeks to provide consistent total return and secondarily, to produce a high level of income and gains.0.90%1$82,690,175No1 Pursuant to an investment advisory agreement between Madison and the Madison ETFs Trust, on behalf of each series thereof (each, a Series), each Series has agreed to pay an annual unitary management fee to Madison. This unitary management fee is designed to pay each Series expenses and to compensate Madison for the services it provides to each Series. Out of the unitary management fee, Madison pays substantially all expenses of each Series, including the cost of investment management services, transfer agency, custody, fund administration, legal, audit and other service and license fees. The unitary fee does not cover, and therefore, each Series pays directly, interest, taxes, brokerage commissions, acquired fund fees and expenses and other expenses connected with the execution of portfolio transactions, distribution, and service fees payable pursuant to a Rule 12b-1 plan, if any, and extraordinary expenses.XAI. XAI does not manage other registered investment companies which have a similar investment objective as the Fund.C-1THIS PAGE INTENTIONALLY LEFT BLANKEVERY VOTE IS IMPORTANTMADISON COVERED CALL & EQUITY STRATEGY FUNDPO Box 43131Providence, RI 02940-3131VOTING OPTION:VOTE ON THE INTERNETLog on to:www.proxy-direct.comor scan the QR codeFollow the on-screen instructionsavailable 24 hoursVOTE BY PHONECall 1-800-337-3503Follow the recorded instructionsavailable 24 hoursVOTE BY MAILVote, sign and date this Proxy Card and return in the postage-paid envelopePlease detach at perforation before mailing.PROXYMADISON COVERED CALL & EQUITY STRATEGY FUNDSPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 15, 2024THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES. Greg D. Hoppe and Kyle Schalow (the Proxyholders), or any of them, each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Special Meeting of shareholders of the Madison Covered Call & Equity Strategy Fund (the "Fund"), to be held on Tuesday, October 15, 2024 at 9:00 a.m., local time at the offices of Madison Asset Management, LLC, 550 Science Drive, Madison, Wisconsin 53711, and any adjournments or postponements thereof.Shares represented by this proxy card when properly executed will be voted in the manner directed herein by the shareholder, and in the discretion of such proxies, upon any and all other matters as may properly come before the Special Meeting or any adjournment or postponement thereof. If no direction is made, on a properly executed card, this proxy will be voted "FOR" the proposals. If any of the Trustee nominees for any reason are unable or unwilling to serve, the Proxyholders will vote for the election of such other person as they may consider qualified. The shareholder hereby acknowledges receipt of this Notice of Special Meeting and Proxy Statement for the Special Meeting to be held on October 15, 2024.VOTE VIA THE INTERNET: www.proxy-direct.comVOTE VIA THE TELEPHONE: 1-800-337-3503MCC__34064_062724PLEASE MARK, SIGN, AND DATE ON THE REVERSE SIDE AND RETURN THE PROXY CARD USING THE ENCLOSED ENVELOPE.xxxxxxxxxxxxxx codeEVERY SHAREHOLDERS VOTE IS IMPORTANTImportant Notice Regarding the Availability of Proxy Materials for theSpecial Meeting to Be Held on October 15, 2024.The Proxy Statement for this meeting is available at:https://www.madisonfunds.com/MCNproxyPlease detach at perforation before mailing. TO VOTE, MARK BOXES BELOW IN BLUE OR BLACK AS SHOWN IN THIS EXAMPLE: xA.Proposals. THE BOARD RECOMMENDS YOU VOTE FOR THE FOLLOWING PROPOSALS: FOR AGAINST ABSTAIN 1. To approve a new investment advisory agreement between the Fund and XA Investments, LLC. FOR AGAINST ABSTAIN2. To approve a new investment subadvisory agreement among the Fund, Madison Asset Management, LLC and XA Investments, LLC. 3. To approve the election of five trustees to the Board of Trustees. FOR WITHHOLD01. Danielle Cupps* 02. Gregory Dingens** 03. Philip Franklin** 04. Scott Craven Jones*** 05. William Meyers*** *Class I Trustee to serve until the Funds 2027 Annual Meeting of Shareholders or until her successor shall have been elected and qualified.**Class II Trustee to serve until the Funds 2025 Annual Meeting of Shareholders or until his successor shall have been elected and qualified.***Class III Trustee to serve until the Funds 2026 Annual Meeting of Shareholders or until his successor shall have been elected and qualified.B. Authorized Signatures This section must be completed for your vote to be counted. Sign and Date Below.Note: Please sign exactly as your name(s) appear(s) on this proxy card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature.Date (mm/dd/yyyy) Please print date belowSignature 1 Please keep signature within the boxSignature 2 Please keep signature within the boxScanner bar code xxxxxxxxxxxxxx MCC 34064 xxxxxxxx Ovation Leadership (management consulting), Milwaukee, WI, Owner/President, 2001 Present.Madison Funds (15 open end funds) and Ultra Series Fund (14 open end funds), 2005 Present; Madison ETFs (4 open end funds), June 2023 PresentInterested TrusteesJill M. Friedow(2)1964Class II Trustee, since 2023; current term ends 2027Vice President, 2023 PresentMadison Investment Holdings, Inc. (MIH), Madison Investment Advisors, LLC (MIA) and Madison Asset Management, LLC (Madison), Chief Technology Officer & Director of Operations, 2019-Present; Vice President & Director of Operations, 2010 - 2019; Vice President & Operations Manager, 2003-2010; Operations Manager, 1999-2003.30Madison Funds (15 open end funds) and Ultra Series Fund (14 open end funds), 2023 Present.(1) The term Madison Fund Complex refers to (i) the Madison Funds with 15 portfolios, (ii) the Ultra Series Fund with 14 portfolios, (iii) the Madison ETFs Trust with 4 active portfolios, and (iv) the Fund.(2) Ms. Friedow is an interested person of the Fund because of her position with Madison.For the Funds last fiscal year, the Current Board met five times. Each member of the Current Board attended 100% of the board meetings and the meetings of the board committees on which the trustee served during such period. Shareholders wishing to communicate with the Current Board or individual trustees should send such correspondence to the offices of Madison, 28550 Science Drive, Madison, Wisconsin 53711, c/o MCN, Secretary. Shareholder communications will be sent directly to the applicable board member(s). The Fund currently does not have a policy with respect to board members attendance at shareholder meetings.Current Executive Officers of the FundThe following table sets forth information concerning the current executive officers of the Fund, each of whom is expected to resign following the Closing of the Transaction, as the New Board is expected to appoint executive officers from the XAI organization and/or service providers to XAI. Jill Friedow is a Vice President of the Fund, and her biographical information is provided under the heading Information about the Current Board of Trustees, above. The mailing address for each current executive officer is 550 Science Drive, Madison, Wisconsin 53711.Name and Year of BirthPosition(s) Held with FundTerm of Office and Length of Time ServedPrincipal Occupation(s) During Past Five YearsPatrick F. Ryan1979PresidentSince March 2020Madison and MIA, Head of Multi-Asset Solutions and Portfolio Manager, 2018 Present; Madison Funds and Ultra Series Fund, President, March 2020 - Present; Madison ETFs, President, June 2023 PresentSteve J. Fredricks1970Chief Compliance Officer and Assistant SecretarySince 2018Madison and MIA, Chief Legal Officer, March 2020 Present and Chief Compliance Officer, 2018 Present; Madison Funds and Ultra Series Fund, Chief Compliance Officer and Assistant Secretary, 2018 - Present; Madison ETFs, Compliance Officer and Assistant Secretary, June 2023 Present; Jackson National Asset Management, LLC, Senior Vice President and Chief Compliance Officer, 2005 2018Greg D. Hoppe1969Vice President;Chief Financial OfficerSince March 2020; Since 2019MIH and MIA, Vice President, 1999 - Present; Madison, Vice President, 2009 Present; Madison Funds and Ultra Series Fund, Chief Financial Officer, 2019 - Present; Madison ETFs, Chief Financial Officer and Treasurer, June 2023 Present29Name and Year of BirthPosition(s) Held with FundTerm of Office and Length of Time ServedPrincipal Occupation(s) During Past Five YearsKyle Schalow1995Assistant TreasurerSince July 2024Madison and MIA, Senior Accountant, 2022 - Present; Madison Funds, Ultra Series Fund and Madison ETFs Trust, Assistant Treasurer, July 2024 PresentBaker Tilly US LLP, Senior Accountant, 2018 2022Terri Wilhelm1968Secretary;Assistant SecretarySince July 2024; from 2022 - June 2024Madison and MIA, Senior Compliance Analyst, September 2022 Present; Madison Funds and Ultra Series Fund, Secretary, July 2024 - Present and Assistant Secretary 2022 June 2024; Madison ETFs, Secretary July 2024 - Present and Assistant Secretary, June 2023 July 2024;State of Wisconsin Investment Board, Senior Paralegal, 2017 2022Brandon Redwing1979Assistant Secretary andAnti-Money Laundering OfficerSince July 2024Madison and MIA, Mutual Fund Operations Manager, April 2024 - Present; Madison Funds, Ultra Series Fund and Madison ETFs Trust, Assistant Secretary and Anti-Money Laundering Officer, July 2024 Present. SS&C Technologies, Client Relationship Manager 2020 March 2024Current Board Committees, Leadership Structure and Risk Oversight Committees. The Current Board has determined that the efficient conduct of the trustees affairs makes it desirable to delegate responsibility for certain specific matters to committees of the Current Board. The committees meet as often as necessary, either in conjunction with regular meetings of the trustees or otherwise. The Current Board currently has two standing committees: the Audit Committee and the Nominating and Governance Committee.Audit Committee. The Current Board has an Audit Committee which is comprised of Richard E. Struthers (Chair), Steven P. Riege and Scott C. Jones. In addition to being independent trustees, as defined under the 1940 Act, each of these trustees also meets the additional independence requirements set forth in the NYSE Listed Company rules. The Audit Committee is charged with selecting an independent registered public accounting firm for the Fund and reviewing accounting matters with the Funds independent registered public accounting firm. The Audit Committee 30of the Current Board met four times during the last fiscal year. The Audit Committee presents the following report:The Audit Committee: (i) reviewed and discussed with management of the Fund the audited financial statements of the Fund for the fiscal year ended December 31, 2023; (ii) discussed with the Funds independent registered public accounting firm the matters required to be discussed under Public Company Accounting Oversight Board ("PCAOB") Auditing Standard No. 16, Communications with Audit Committee and all other communications required by other PCAOB Standards or Rules; and (iii) received the written disclosures and the letter from the Funds independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent accountants communications with the Audit Committee concerning the independence of the Funds independent registered public accounting firm. Based on these reviews and discussions, the Audit Committee recommended to the Current Board that the financial statements be included in the Funds Annual Report for the fiscal year ended December 31, 2023 and filed with the SEC.The Audit Committee is governed by a written charter, the most recent version of which was approved by the Current Board on May 23, 2024 (the Audit Committee Charter). In accordance with proxy rules promulgated by the SEC, the Funds Audit Committee Charter is required to be filed at least once every three years as an exhibit to the Funds proxy statement, and was last filed in 2022 as Attachment A to the Funds proxy statement. It is also available on the Funds website at www.madisonfunds.com. You may request a hard copy of the Audit Committee Charter to be mailed to you by calling the Fund toll-free at 1-800-767-0300.Nominating & Governance Committee. The Current Board has a Nominating & Governance Committee which is comprised of Steven P. Riege (Chair), Richard E. Struthers and Scott C. Jones. In addition to being independent trustees, as defined under the 1940 Act, each of these trustees also meets the additional independence requirements set forth in the NYSE Listed Company rules. The Nominating & Governance Committee of the Current Board met four times during the last fiscal year.The Nominating & Governance Committee is governed by a written charter, the most recent version of which was approved by the Current Board on February 22, 2024 (the Nominating & Governance Committee Charter). In accordance with proxy rules promulgated by the SEC, the Funds Nominating & Governance Committee Charter is required to be filed at least once every three years as an exhibit to the Funds proxy statement, and was last filed in 2022 as Attachment B to the Funds proxy statement. It is also available on the Funds website at www.madisonfunds.com. You may request a hard copy of the Nominating & Governance Committee Charter to be mailed to you by calling the Fund toll-free at 1-800-767-0300.As part of its duties, the Nominating & Governance Committee makes recommendations to the full Current Board with respect to candidates for the board. The Nominating & Governance Committee also will consider 31trustee candidates recommended by shareholders. In considering candidates submitted by shareholders, the Nominating & Governance Committee will take into consideration the needs of the board and the qualifications of the candidate. To have a candidate considered by the Nominating & Governance Committee, a shareholder must submit the recommendation in writing and must include the information required by the Procedures for Shareholders to Submit Nominee Candidates, which are set forth in Appendix A to the Nominating & Governance Committee Charter. The shareholder recommendation must be sent to the Funds Secretary, c/o Madison Asset Management, LLC, 550 Science Drive, Madison, Wisconsin 53711.Leadership Structure. The Current Board is relatively small and operates in a collegial atmosphere. Although no member is formally charged with acting as Chair, Mr. Ryan, the President of the Fund, acts as the Chairperson of board meetings. All Current Board members are expected to provide their input into establishing the boards meeting agenda. Likewise, each Current Board meeting contains a standing agenda item for any board member to raise new or additional items he or she believes is important in connection with Fund governance. The Current Board has charged Mr. Riege with acting as the lead independent trustee for purposes of communicating with Madison, the Funds Chief Compliance Officer, counsel to the independent trustees and Fund counsel on matters relating to the Current Board as a whole. The independent trustees often meet in executive session without representatives of Madison present (including meetings with counsel, the Chief Compliance Officer, and the Funds independent public accounting firm).Current Boards Role in Risk Oversight. Madison is responsible for the overall risk management of the Fund, which includes supervising its affiliated and third-party service providers and identifying and mitigating possible events that could adversely impact the Funds business, operations or performance. Risks to the Fund include investment, legal, compliance and regulatory risks, as well as the risk of operational failure or lack of business continuity. The Current Board oversees risk management of the Funds investment programs through the Audit Committee and through oversight by the Current Board itself. The Chief Compliance Officer of the Fund, who reports directly to the independent trustees, provides the Current Board with quarterly updates and a comprehensive annual report regarding the processes and controls in place to address regulatory, compliance, legal and operational risk. The Current Board exercises its oversight in conjunction with Madison, the Funds Chief Compliance Officer, Fund counsel and counsel to the independent trustees by requesting reports and presentations at regular intervals throughout the year. Additionally, the Audit Committee receives periodic reports from the Funds independent accountants. The Current Boards committee structure requires an independent trustee to serve as chair of the Nominating & Governance Committee and the Audit Committee. The Current Board receives regular written reports describing and analyzing the investment performance of the Fund. In addition, the portfolio managers of the Fund meet with the Current Board periodically to discuss portfolio performance and answer the Boards questions with respect to portfolio strategies and risks. The Current Board also receives regular written reports from the Funds Chief Financial Officer that enable the Board to monitor the number of fair valued securities in the Funds portfolio, the reasons for the fair valuation and the methodology used to arrive at the fair value. Such reports 32also include information concerning illiquid securities within the Funds portfolio. The Current Board and/or the Audit Committee may also review valuation procedures and pricing results with the Funds independent auditors in connection with the review of the results of the audit of the Funds year-end financial statements. The Current Board also receives regular compliance reports prepared by the compliance staff of Madison, and meets regularly with the Funds Chief Compliance Officer to discuss compliance issues, including compliance risks. As required under applicable rules, the independent trustees meet regularly in executive session with the Funds Chief Compliance Officer. The Current Board also adopts compliance policies and procedures for the Fund and approves such procedures as appropriate for certain of the Funds service providers. The compliance policies and procedures are specifically designed to detect and prevent violations of the federal securities laws.The Current Board recognizes that it is not possible to identify all of the risks that may affect the Fund or to develop processes and controls to eliminate or mitigate their occurrence or effects. The Current Board periodically reviews the effectiveness of its oversight of the Fund and the processes and controls in place to limit identified risks. The Current Board may, at any time and in its discretion, change the manner in which it conducts its risk oversight role.Given the small size of the Current Board, its committee structure, the openness of Current Board meetings to active input by all Current Board members, its utilization of executive sessions, the role of the lead independent trustee and the Current Boards quarterly focus on compliance and risk management, the Current Board has determined that its current leadership structure is appropriate for the protection of Fund investors.New Board Proposed Committees, Leadership Structure and Risk Oversight Committees. It is expected that the New Board will establish two standing committees, an Audit Committee and a Governance Committee. The committees are expected to meet as often as necessary, either in conjunction with regular meetings of the trustees or otherwise.Audit Committee. The Audit Committee will be generally responsible for reviewing and evaluating issues related to the accounting and financial reporting policies and internal controls of the Fund and, as appropriate, the internal controls of certain service providers, overseeing the quality and objectivity of the Funds financial statements and the audit thereof and acting as a liaison between the New Board and the Funds independent registered public accounting firm. It is expected that the Audit Committee will be composed entirely of independent trustees. The Audit Committee will be governed by a written Audit Committee Charter, which will be approved by the New Board at its first meeting. Once approved, a copy of the Audit Committee Charter will be available on the Funds website at www.xainvestments.com.Governance Committee. The Governance Committee will be responsible for recommending qualified candidates to the New Board in the event that a position is vacated or created. In considering trustee nominee candidates, the Governance Committee will take into account a wide variety of factors, including the overall diversity of the New Boards composition. It is expected that the Governance Committee will be composed entirely of 33independent trustees. It is anticipated that the Governance Committee will consider recommendations by shareholders if a vacancy were to exist. In considering candidates recommended to the Governance Committee by shareholders, the Governance Committee will take into consideration the needs of the New Board and the qualifications of the candidate. The Governance Committee may also take into consideration the number of shares held by the recommending shareholder and the length of time that such shares have been held. In order to be considered, following the Closing Date, such recommendations should be forwarded to the Secretary of the Fund, c/o XA Investments LLC, 321 North Clark Street, Suite 2430, Chicago, Illinois 60654. The Governance Committee will be governed by a written Governance Committee Charter, which will be approved by the New Board at its first meeting. Once approved, a copy of the Governance Committee Charter will be available on the Funds website at www.xainvestments.com.Leadership Structure. The primary responsibility of the New Board will be to represent the interests of the Fund and its shareholders, and to provide oversight of the management of the Fund. The New Board will be comprised of five trustees, four of whom (including the chairperson) are independent trustees and one of whom is an interested trustee. Generally, the New Board will act by majority vote of all the trustees, including a majority vote of the independent trustees if required by applicable law.It is proposed that Mr. Dingens will be appointed as the independent chairperson, who will preside at meetings of the New Board and who will be responsible for, among other things, setting the tone of New Board meetings and seeking to encourage open dialogue and independent inquiry among the New Trustees and management. The New Board will meet regularly four times each year to discuss and consider matters concerning the Fund, and also hold special meetings to address matters arising between regular meetings. Regular meetings generally will take place in-person; other meetings may take place in-person or by telephone. The New Board will establish two standing committees (as described above) and will delegate certain responsibilities to those committees, each of which will be comprised solely of independent trustees. The New Board and its committees will meet periodically throughout the year to oversee the Funds activities, review contractual arrangements with service providers, review the Funds financial statements, oversee compliance with regulatory requirements, and review performance. The independent trustees will be represented by independent legal counsel at board and committee meetings and will regularly meet outside the presence of Fund management. The New Board believes that this leadership structure, including an independent chairperson, a supermajority of independent trustees and committee membership limited to independent trustees, is appropriate in light of the characteristics and circumstances of the Fund.New Boards Role in Risk Oversight. The New Board will oversee risk directly and through the committee structure it intends to establish. As described above, the New Board expects to establish an Audit Committee and a Governance Committee to assist in its oversight functions, including its oversight of the risks of the Fund. Each committee will report its activities to the New Board on a regular basis. The New Board intends to adopt and periodically review policies, procedures and controls designed to address different types of risks, including, among others, investment risk, liquidity risk, operational risk, and valuation risk, as well as the overall business risk 34relating to the Fund. The New Board will also oversee the implementation of a variety of processes, procedures and controls by the Fund, XAI, Madison and other service providers to the Fund to address various risks. In addition, as part of the New Boards anticipated periodic review of the Funds service provider agreements, including agreements with XAI and Madison, the New Board may consider risk management aspects of the service providers operations and the functions for which they are responsible.The New Board will appoint a Chief Compliance Officer for the Fund, who will oversee the development of compliance policies and procedures of the Fund that are reasonably designed to minimize the risk of violations of the federal securities laws. The Chief Compliance Officer will report directly to the New Boards independent trustees, and will provide presentations to the New Board at its quarterly meetings and an annual report on the application of the compliance policies. The New Board will discuss relevant risks affecting the Fund with the Chief Compliance Officer at these meetings. The New Board will approve compliance policies and will review the Chief Compliance Officers reports. Further, the New Board will annually review the effectiveness of the compliance policies, as well as the appointment and compensation of the Chief Compliance Officer.The New Board will require officers of the Fund to report to the New Board on a variety of matters at regular and special meetings of the New Board and its committees, as applicable, including matters relating to risk management. The Audit Committee will also receive reports from the Funds independent registered public accounting firm on internal control and financial reporting matters. In addition, the New Board will receive reports from XAI and Madison on the investments and securities trading of the Fund. The New Board will also require XAI and Madison to report to the New Board on other matters relating to risk management on a regular and as-needed basis.Board CompensationThe following table sets forth the compensation paid to each member of the Current Board by the Fund for the Funds fiscal year ended December 31, 2023. In addition, all independent trustees are reimbursed for reasonable travel and out-of-pocket expenses incurred to attend meetings of the Current Board or its committees. The Funds interested trustees and officers receive no compensation from the Fund for performing the duties of their office. 35Trustee NameAggregate Compensationfrom FundTotal Compensation from Fund and Madison Fund Complex(1)Scott C. Jones$12,000$74,000Steven P. Riege(2)$13,000$123,000Richard E. Struthers$12,000$115,000(1) The term Madison Fund Complex refers to (i) the Madison Funds with 15 portfolios, (ii) the Ultra Series Fund with 14 portfolios, (iii) the Madison ETFs Trust with 4 active portfolios, and (iv) the Fund. (2) As lead independent trustee, Mr. Riege receives an additional $8,000 from the Madison Fund Complex, $1,000 of which is allocated to the Fund.Board Transactions with Fund AffiliatesAs of the date hereof, none of the independent trustees on the Current Board, the nominees for independent trustee on the New Board, nor their immediate family members owned beneficially or of record any securities of Madison, XAI, or any of their affiliates. In addition, during the past five years, neither the independent trustees on the Current Board, the nominees for independent trustee on the New Board, nor members of their immediate families, had a direct or indirect interest, the value of which exceeds $120,000, in Madison, XAI, or any of their affiliates. Likewise, since the beginning of the last two completed fiscal years of the Fund, neither the independent trustees on the Current Board, the nominees for independent trustee on the New Board, nor members of their immediate families had a direct or indirect interest in any transaction or series of transactions, the value of which exceeds $120,000 and to which any of the following persons was (or is to be) a party: (i) the Fund, (ii) any officer of the Fund, or (iii) Madison, XAI, or any of their affiliates. Consequences of Shareholders not approving the New BoardIf the New Board is not approved by shareholders, the Fund will abandon all three Proposals, and Madison will continue to serve as the investment adviser of the Fund and the Current Board will continue to oversee the Fund. Recommendation of the Board of TrusteesFor the reasons set forth above, the Current Board recommends that shareholders of the Fund vote FOR each New Trustee.36ADDITIONAL INFORMATIONInformation about the FundThe Fund is a closed-end management investment company organized as a Delaware statutory trust. Madison Asset Management, LLC is the investment adviser to the Fund. Madisons principal office is located at 550 Science Drive, Madison, Wisconsin 53711. In addition to investment management services, under the Existing Advisory Agreement, Madison is also responsible for managing the Funds administrative affairs under an Existing Services Agreement, and in this capacity, oversees State Street Bank and Fund Company (State Street), which currently serves as sub-administrator to the Fund. State Streets address is 801 Pennsylvania Avenue, Kansas City, Missouri 64105. The Funds current custodian is State Street, and its current transfer agent is Computershare, 150 Royall Street, Suite 101, Canton, MA 02021. The Fund does not place any brokerage transactions with any affiliates of Madison. XA Investments LLC is proposed to be the new investment adviser to the Fund as a result of the Transaction, with Madison serving as the subadviser to the Fund. XAIs principal office is located at 321 North Clark Street, Suite 2430, Chicago, Illinois 60654. Information about MadisonMadison Asset Management, LLC was founded in 1974, and is a direct, wholly-owned (100% owned) subsidiary of Madison Investment Holdings (MIH), the ultimate corporate parent of Madison. Both Madisons and MIH's principal office is located at 550 Science Drive, Madison, Wisconsin 53711. As of May 31, 2024, Madison and its affiliates managed approximately $25.7 billion in assets, including open-end mutual funds, separately managed accounts and wrap accounts. Exhibit B contains information with respect to other funds managed by Madison which have a similar investment objective as the Fund. The mailing address of principal officers and directors of MIH is 550 Science Drive, Madison, Wisconsin 53711. Information regarding the principal executive officers and directors of Madison is as follows: NameTitle/Principal OccupationSteven CarlChairman of the Board and Board Member of MIH; (Principal Executive Officer; Chief Distribution Officer)Paul LefurgeyBoard Member of MIH(Retired)Frank BurgessBoard Member of MIH(Retired)Richard EisingerBoard Member of MIH(Head of Equities, Portfolio Manager)Information about XAIXA Investments LLC was founded in 2016 by XMS Capital Partners. XAIs principal office is located at 321 North Clark Street, Suite 2430, Chicago, Illinois 60654. As of May 31, 2024, XAI and its affiliates managed $681 million in assets, including two closed-end funds. XAI also provides investment fund restructuring and consulting services focused on closed-end 37funds. Exhibit B contains information with respect to other funds managed by XAI which have a similar investment objective as the Fund. Information regarding the principal executive officers and directors of XAI is as follows:NameTitleJohn Yogi SpenceCo-Chief Executive OfficerTheodore F. BrombachCo-Chief Executive OfficerKimberly Ann FlynnPresidentBenjamin D. McCullochGeneral Counsel & Managing DirectorKevin B. DavisManaging Director & Head of SalesInformation about Independent Registered Public Accounting FirmFor the fiscal years ended December 31, 2022 and December 31, 2023, and the current fiscal year ending December 31, 2024, Deloitte & Touche LLP (D&T) has been selected as the Funds independent registered public accounting firm by the Audit Committee of the Fund to audit the accounts of the Fund. The Fund does not know of any direct or indirect financial interest of D&T in the Fund. Representatives of D&T will not be in attendance at the Meeting.Audit Fees. The aggregate fees billed to the Fund by D&T for professional services rendered for the audit of the Funds annual financial statements for the Funds fiscal years ended December 31, 2022 and December 31, 2023 were approximately $23,950 and $24,450, respectively.Audit-Related Fees. The aggregate fees billed by D&T and approved by the Audit Committee of the Fund for the Funds fiscal years ended December 31, 2022 and December 31, 2023 for assurance and related services reasonably related to the performance of the audit of the Funds annual financial statements were $0 and $0, respectively. D&T did not perform any other assurance and related services that were required to be approved by the Funds Audit Committee for such periods.Tax Fees. The aggregate fees billed by D&T and approved by the Audit Committee of the Fund for the Funds fiscal years ended December 31, 2022 and December 31, 2023 for professional services rendered for tax compliance, tax advice, and tax planning were approximately $4,652 and $4,799, respectively (such fees relate to tax services provided by D&T in connection with the review of the Funds tax returns). D&T did not perform any other tax compliance or tax planning services or render any tax advice that was required to be approved by the Funds Audit Committee for such periods.All Other Fees. Other than those services described above, D&T did not perform any other services on behalf of the Fund for the Funds fiscal years ended December 31, 2022 and December 31, 2023.Audit Committees Pre-Approval Policies and Procedures. As noted above, the Audit Committee is governed by the Audit Committee Charter, which includes Pre-Approval Policies and Procedures. The Audit Committee of the Fund has (i) pre-approved all audit and non-audit services provided by D&T to the Fund, and (ii) all non-audit services provided by D&T to Madison, or any entity controlling, controlled by, or under common control with Madison that provides ongoing services to the Fund which are related to the operations of the Fund (of which there were none), for the fiscal years ended December 3831, 2022 and December 31, 2023. None of the services described above for the Funds fiscal years ended December 31, 2022 and December 31, 2023 were approved by the Audit Committee pursuant to the pre-approval exception under Rule 2-01(c)(7)(i)(c) of Regulation S-X promulgated by the SEC.Voting InformationGeneral; Record Date. The record holders of the outstanding shares of the Fund as of the close of business on July 22, 2024 (the Record Date) are entitled to vote at the Meeting and any adjournment or postponement thereof. Each shareholder is entitled to one vote per share and a fractional vote with respect to fractional shares. Whether you expect to be personally present at the Meeting or not, we encourage you to vote by proxy. You can do this by phone or the Internet or by completing, dating, signing, and returning the accompanying proxy card using the enclosed postage prepaid envelope. By voting by proxy, your shares will be voted as you instruct. If no choice is indicated, your shares will be voted FOR each Proposal, and in the discretion of the persons named as proxies on such other matters that properly may come before the Meeting.Any shareholder giving a proxy may revoke it at any time before it is exercised at the Meeting by submitting to the Secretary of the Fund a written notice of revocation or a subsequently signed proxy card (i.e., a later-dated proxy), or by attending the Meeting and voting in person. A prior proxy can also be revoked by proxy voting again through the website or toll-free number noted on the enclosed proxy card. Proxy cards and written notices of revocation must be received by the Fund prior to the Meeting. If not so revoked, the shares represented by the proxy will be voted at the Meeting and any postponements or adjournments of the Meeting. Attendance by a shareholder at the Meeting does not by itself revoke a proxy.As of the Record Date, the Fund had 21,087,537 shares issued and outstanding.Solicitation of Proxies and Related Costs. The solicitation of proxies will occur principally by mail. In addition to solicitation by mail, certain officers and representatives of the Fund and officers and employees of Madison (who will receive no extra compensation for their services) and representatives of the Funds proxy solicitor, Computershare, may solicit proxies by telephone, the Internet, facsimile, letter, or other electronic means. If instructions are recorded by telephone, the person soliciting the proxies will use procedures designed to authenticate shareholders identities to allow shareholders to authorize the voting of their shares in accordance with their instructions, and to confirm that a shareholders instructions have been properly recorded.The expenses incurred in connection with preparing the Proxy Statement and its enclosures and all related legal and proxy solicitation expenses will be paid by Madison and/or XAI. These expenses are estimated to be approximately $250,000.Quorum. In order for a vote on any Proposal to be taken at the Meeting, there must exist a quorum of shareholders of the Fund eligible to vote on such Proposal. To have a quorum, the holders of a majority of the shares entitled to vote on each Proposal must be present in person or by proxy at the Meeting. 39For this purpose, whether a quorum exists is determined on a Proposal-by-Proposal basis.Abstentions and Broker Non-Votes. For purposes of determining the presence of a quorum for each Proposal, abstentions and broker non-votes are treated as present. Broker non-votes occur when a nominee holding shares for a beneficial owner does not vote on a Proposal because the nominee does not have discretionary voting powers with respect to that Proposal and has not received instructions from the beneficial owner. Abstentions and broker non-votes have the effect of a vote against Proposals 1 and 2, while abstentions and broker non-votes have no effect on the outcome of Proposal 3. Adjournment. It may become necessary from time to time to adjourn the Meeting in order to allow more time to solicit additional proxies, as necessary, if there are insufficient votes at the time of the Meeting to constitute a quorum or to approve any Proposal. Under the Funds governing documents, any meeting of shareholders, whether or not a quorum is present, may be adjourned from time to time by: (i) the vote of the majority of the shares represented at that meeting, either in person or by proxy; or (ii) in his or her discretion by the chairperson of the meeting. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting. Accordingly, if a quorum is not present at the Meeting with respect to any Proposal, it is expected that the holders of proxies will vote to authorize the adjournment of the Meeting with respect to such Proposal(s) in order to solicit additional proxies. Even if a quorum is present at the Meeting with respect to some or all Proposals, but there are insufficient votes to approve a Proposal, it is also expected that the holders of proxies will vote to authorize the adjournment of the Meeting to solicit additional proxies with respect to such Proposal(s). If the Meeting is adjourned, the adjourned meeting must be held not later than 180 days after the Record Date and may be held without further notice, other than an announcement at the Meeting in accordance with the Funds governing documents and as permitted under Delaware law. Votes Required to Pass the ProposalsProposal 1. In order for the New Advisory Agreement to be approved, it must be approved by the holders of a majority of the outstanding voting securities of the Fund. The term majority of the outstanding voting securities (as defined in the 1940 Act and used in this Proxy Statement) means: the affirmative vote of the lesser of (i) 67% or more of the voting securities of the Fund present at the Meeting if more than 50% of the outstanding voting securities of the Fund are present in person or by proxy, or (ii) more than 50% of the outstanding voting securities of the Fund. Proposal 2. In order for the New Subadvisory Agreement to be approved, it must be approved by the holders of a majority of the outstanding voting securities of the Fund, using the same definition of this term described above regarding Proposal 1. Proposal 3. In order for the New Trustees to be elected, the entire slate of nominees must be approved by the affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote at the Meeting. Votes withheld will have the same effect as a vote against the Proposal.Please note that if you sign, date, and return the proxy card, but do not specify a vote on each Proposal, your shares will be voted in favor of each Proposal, and in the discretion of the proxies named therein with respect to any other 40business that may properly come before the Meeting or any postponements or adjournments thereof. IMPORTANT: Each Proposal must be approved in order for the Fund to move forward with any of the Proposals. If shareholders do not approve one of the Proposals, the Fund will abandon all three Proposals, and Madison will continue to serve as the investment adviser of the Fund and the Current Board will continue to oversee the Fund. No Dissenters RightsShareholders have no rights under applicable law or the Funds Declaration of Trust or Bylaws to exercise dissenters rights of appraisal with respect to any Proposal.Summary of Certain Aspects of Delaware Control Share Acquisition StatuteThe Fund is subject to the control share acquisition statute (the Control Share Statute) contained in Subchapter III of the Delaware Statutory Trust Act (the DSTA), which became automatically applicable to listed closed-end funds, such as the Fund.The Control Share Statute provides for a series of voting power thresholds above which shares are considered control beneficial interests (referred to here as control shares). Once a threshold is reached, an acquirer has no voting rights under the DSTA with respect to shares acquired in excess of that threshold (i.e., the control shares) unless approved by shareholders of the Fund or exempted by the Board. The Control Share Statute provides procedures for an acquirer to request a shareholder meeting for the purpose of considering whether voting rights shall be accorded to control shares.The foregoing is only a summary of certain aspects of the Control Share Statute. Some uncertainty around the application under the 1940 Act of state control share statutes exists as a result of recent federal and state court decisions that have found that certain control share acquisition provisions violate the 1940 Act.Security Ownership of Management, Trustees and Principal ShareholdersAs of the Record Date, to the best of the knowledge of the Fund, no trustee or officer of the Fund beneficially owned 1% or more of the outstanding shares of the Fund, and the trustees and the officers of the Fund, as a group, beneficially owned less than 1% of the outstanding shares of the Fund. The Current Board is not aware of any arrangements, the operation of which may result in a change in control of the Fund. The following table shows the dollar range of the Funds equity securities that are beneficially owned* by each member of the Current Board and the existing officers as of the Record Date. As of the same date, the nominees for New Trustee did not hold any equity securities of the Fund. * Beneficial Ownership is determined in accordance with Section 16a-1(a)(2) of the Exchange Act.41Trustee/Officer NameDollar Range of Beneficially-Owned Securities of the FundAggregate Dollar Range of Beneficially-Owned Securities of the Madison Fund Complex(1)Scott C. JonesNoneOver $100,000Steven P. RiegeNone$10,001 - $50,000Richard E. StruthersNone$10,001 - $50,000Jill M. Friedow$0 - $10,000$50,001 - $100,000Patrick F. RyanNoneOver $100,000Steve J. FredricksNone$50,001 - $100,000Greg D. HoppeNoneOver $100,000Brandon RedwingNone$1 - $10,000Kyle SchalowNoneNoneTerri WilhelmNoneNone(1) The term Madison Fund Complex refers to (i) the Madison Funds with 15 portfolios, (ii) the Ultra Series Fund with 14 portfolios, (iii) the Madison ETFs Trust with 4 active portfolios, and (iv) the Fund.As of the Record Date, to the knowledge of the Fund, no person owned of record or owned beneficially more than 5% of the voting securities of the Fund.Section 16 Beneficial Ownership Reporting ComplianceSection 16(a) of the Exchange Act and Section 30(h) of the 1940 Act require the Funds executive officers and trustees, certain officers of the Funds investment adviser, affiliated persons of the investment adviser, and persons who beneficially own more than 10% of the Funds shares to file certain reports of ownership (Section 16 filings) with the SEC and the NYSE. Based upon the Funds review of the copies of such forms effecting the Section 16 filings received by it, the Fund believes that for Funds fiscal year ended December 31, 2023, all filings applicable to such persons were completed and filed in a timely manner.HouseholdingThe SEC has adopted rules that permit investment companies, such as the Fund, to satisfy delivery requirements for proxy statements with respect to two or more shareholders sharing the same address by delivering a single proxy statement addressed to those shareholders. This process, which is commonly referred to as householding, could result in extra convenience and cost savings for the Fund and its shareholders.If possible, depending on shareholder registration and address information, and unless you have otherwise opted out, only one copy of this Proxy Statement will be sent to shareholders at the same address. However, each shareholder will receive separate proxy cards. If you currently receive multiple copies of proxy statements or shareholder reports and would like to request to receive a single copy of documents in the future, please contact your financial services firm.42Shareholder Proposals for Subsequent MeetingsShareholder proposals intended for inclusion in the Funds proxy statement in connection with the Funds 2025 Annual Meeting of Shareholders pursuant to Rule 14a-8 under the Exchange Act, must be received by the Fund at its principal executive offices by February 12, 2025. In order for the proposals made outside of Rule 14a-8 under the Exchange Act to be considered timely within the meaning of Rule 14a-4(c) under the Exchange Act, such proposals much be received by the Fund at its principal executives offices not later than the close of business on May 3, 2025, nor earlier than the close of business on April 3, 2025. The timely submission of a proposal does not guarantee its inclusion. Whether a proposal is included in a proxy statement will be determined in accordance with applicable federal and state laws, as well as the Funds governing documents.Other Matters to Come Before the MeetingNo business other than the Proposals described in this Proxy Statement are expected to come before the Meeting, but should any other matter requiring a vote of shareholders arise, the persons named as proxies will vote thereon in their discretion according to their best judgment in the interests of the Fund and its shareholders.Dated: August 7, 2024PLEASE COMPLETE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED ENVELOPE. YOU MAY ALSO VOTE BY INTERNET OR TELEPHONE IN ACCORDANCE WITH THE INSTRUCTIONS SET FORTH ON THE ENCLOSED PROXY CARD.43EXHIBIT ANEW INVESTMENT ADVISORY AGREEMENTINVESTMENT ADVISORY AGREEMENTINVESTMENT ADVISORY AGREEMENT (the Agreement), dated as of [ ], 2024 between Madison Covered Call and Equity Strategy Fund, a Delaware statutory trust (the Trust), and XA Investments LLC, a Delaware limited liability company (the Adviser).WHEREAS, the Adviser has agreed to furnish investment management and advisory services to the Trust, a closed-end management investment company registered under the Investment Company Act of 1940, as amended (the 1940 Act);WHEREAS, the Adviser is a registered investment adviser under the Investment Advisers Act of 1940, as amended (the Advisers Act); WHEREAS, this Agreement has been approved in accordance with the provisions of the 1940 Act, and the Adviser is willing to furnish such services upon the terms and conditions herein set forth; andNOW, THEREFORE, in consideration of the mutual premises and covenants herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged, it is agreed by and between the parties hereto as follows:1. Appointment(a) The Trust hereby appoints the Adviser to act as the investment adviser to the Trust and to furnish the management and investment advisory services described herein, for the period and upon the terms herein set forth.(b) The Adviser hereby agrees, all as more fully set forth herein, to act as investment adviser to the Trust with respect to the investment of the Trusts assets and to supervise and arrange for the day-to-day operations of the Trust and the purchase of securities for and the sale of securities held in the investment portfolio of the Trust.(c) The Adviser for all purposes in this Agreement will be deemed to be an independent contractor and, unless otherwise expressly provided or authorized in this Agreement, will have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. 2. Duties and Obligations of the Adviser with Respect to Investment of Assets of the Trust. (a) Subject to the direction and control of the Trusts Board of Trustees, the Adviser shall:(i) act as investment adviser for and supervise and manage the investment and reinvestment of the Trusts assets and, in connection therewith, have complete discretion in purchasing and selling securities and other assets for the Trust and in voting, exercising consents and exercising all other rights appertaining to such securities and other A-1assets on behalf of the Trust; (ii) supervise the investment program of the Trust and the composition of its investment portfolio; and (iii) arrange, subject to the provisions of Section 5 hereof, for the purchase and sale of securities and other assets held in the investment portfolio of the Trust. (b) In performing its duties under this Section 2, the Adviser may delegate some or all of its duties and obligations under this Agreement to one or more investment sub-advisers; provided, however, that any such delegation shall be pursuant to an agreement with terms agreed upon by the Trust and approved in a manner consistent with the 1940 Act and provided, further, that no such delegation shall relieve the Adviser from its duties and obligations of management and supervision of the management of the Trusts assets pursuant to this Agreement and to applicable law.(c) The Adviser shall maintain business continuity, cybersecurity, disaster recovery and backup capabilities and facilities in keeping with industry standards and Securities and Exchange Commission (SEC) requirements through which the Adviser will be able to perform its obligations hereunder with minimal disruptions or delay. (d) To the extent prohibited by Regulation S-P, the Adviser and its affiliates will not disclose any non-public personal information, as defined in Regulation S-P, received from the Trust regarding any shareholder unless in accordance with an exception under Regulation S-P, or as otherwise may be permitted by law. The Adviser represents and warrants that, in accordance with applicable state privacy laws and Regulation S-P, it has implemented safeguards by adopting policies and procedures reasonably designed to: (i) insure the security and confidentiality of records and non-public personal information of shareholders; (ii) protect against any anticipated threats or hazards to the security or integrity of shareholder records and non-public personal information; and (iii) protect against unauthorized access to or use of such shareholder records or non-public personal information that could result in substantial harm or inconvenience to any shareholder. The Adviser shall treat confidentially all records of the Trust and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where the Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or (ii) when so requested by the Trust.(e) The Adviser acknowledges that, in compliance with the Bank Secrecy Act, as amended, the USA PATRIOT Act, and any implementing regulations thereunder (together, the AML Laws), the Trust has adopted anti-money laundering policies and procedures (the AML Policies). The Adviser agrees to comply with the Trusts AML Policies and the AML Laws, as the same may apply to the Adviser, now and in the future, and understands and agrees that the Trust may disclose information regarding the Adviser to governmental and/or regulatory or self-regulatory authorities to the extent required by applicable law or regulation and may file reports with such authorities as may be required by such law or regulation.A-2(f) The Adviser shall provide such information as may reasonably be requested by the Board under Section 15(c) of the 1940 Act in connection with its annual consideration of this Agreement.3. Duties and Obligations of the Adviser with Respect to the Management of the TrustThe Adviser shall perform the management services necessary for the operation of the Trust, including providing the Trust necessary personnel and such other services as the Adviser, subject to review by the Board of Trustees, from time to time shall determine to be necessary or useful to perform its obligations under this Agreement. The Adviser, also on behalf of the Trust, shall conduct relations with administrators, custodians, depositories, transfer agents, pricing agents, investor support service providers, investor relations providers, dividend disbursing agents, other shareholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable.4. Covenants(a) In the performance of its duties under this Agreement, the Adviser shall at all times conform to, and act in accordance with, any requirements imposed by:(i) the provisions of the 1940 Act and the Advisers Act and all applicable Rules and Regulations of the SEC; (ii) any other applicable provision of law; (iii) the provisions of this Agreement and Declaration of Trust and By-Laws of the Trust, as such documents are amended from time to time; (iv) the investment objective, policies and restrictions of the Trust as set forth in its Registration Statement on Form N-2; and (v) any policies and determinations of the Board of Trustees of the Trust.(b) The Adviser will maintain a written code of ethics (the Code of Ethics) pursuant to Rule 17j-1 under the 1940 Act, a copy of which will be provided to the Trust, and will institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Adviser will follow such Code of Ethics in performing its services under this Agreement.(c) The Adviser will maintain compliance policies and procedures adopted pursuant to Rule 206(4)-7 under the Advisers Act and Rule 38a-1 under the 1940 Act, a copy of which will be provided to the Trust, and follow such compliance policies and procedures in performing its services under this Agreement; and(d) The Adviser will cooperate with the chief compliance officer of the Trust in connection with the implementation and operation of the Trusts compliance policies and procedures adopted pursuant to Rule 38a-1 under the 1940 Act, and will prepare necessary reports and provide the Trusts chief compliance officer with access to information reasonably necessary for the Trust to comply with Rule 38a-1.A-35. Portfolio Transactions(a) In the performance of its duties under this Agreement, the Adviser will place orders either directly with the issuer or with any broker or dealer. Subject to the other provisions of this paragraph, in placing orders with brokers and dealers, the Adviser will attempt to obtain the best price and the most favorable execution of its orders, and all such brokerage placement shall be made in compliance with Section 28(e) of the Securities Exchange Act of 1934, as amended. In placing orders, the Adviser will consider the experience and skill of the firms securities traders as well as the firms financial responsibility and administrative efficiency. Consistent with this obligation, the Adviser may select brokers on the basis of the research, statistical and pricing services they provide to the Trust and other clients of the Adviser. Information and research received from such brokers will be in addition to, and not in lieu of, the services required to be performed by the Adviser hereunder. A commission paid to such brokers may be higher than that which another qualified broker would have charged for effecting the same transaction, provided that the Adviser determines in good faith that such commission is reasonable in terms either of the transaction or the overall responsibility of the Adviser to the Trust and its other clients and that the total commissions paid by the Trust will be reasonable in relation to the benefits to the Trust over the long-term. In no instance, however, will the Trusts securities be purchased from or sold to the Adviser, or any affiliated person thereof, except to the extent permitted by the SEC or by applicable law.(b) At the request of the Board of Trustees of the Trust, the Adviser will identify and provide a written description to the Board of Trustees of soft dollar arrangements that the Adviser maintains with respect to the Trust or with brokers or dealers that execute transactions for the Trust, and of research and other services provided to the Adviser by a broker or dealer (whether prepared by such broker or dealer or by a third party) as a result, in whole or in part, of the direction of Trust transactions to the broker or dealer. (c) From time to time, the Adviser or brokers or dealers affiliated with it may find themselves in a position to buy for certain of their clients (each an Account) securities which the Advisers investment advisory clients wish to sell, and to sell for certain of their clients securities which other advisory clients wish to buy. Where one of the parties is an advisory client, the Adviser or the affiliated broker or dealer cannot participate in this type of transaction (known as a cross transaction) on behalf of an advisory client and retain commissions from one or both parties to the transaction without the advisory clients consent. This is because in a situation where the Adviser is making the investment decision (as opposed to a brokerage client who makes his own investment decisions), and the Adviser or an affiliate is receiving commissions from both sides of the transaction, there is a potential conflicting division of loyalties and responsibilities on the Advisers part regarding the advisory client. The SEC has adopted a rule under the Advisers Act that permits the Adviser or its affiliates to participate on behalf of an Account in agency cross transactions if the advisory client has given written consent in advance. By execution of this Agreement, the Trust authorizes the Adviser or its affiliates to participate in agency cross transactions involving an Account. The Trust may revoke its consent at any time by written notice to the Adviser.A-46. ConfidentialityEach of the Trust and the Adviser acknowledge and agree that pursuant to this Agreement, either party may have access to the other partys confidential and proprietary information and materials concerning or pertaining to the others business. Each party will receive and hold such information in the strictest confidence, and acknowledge, represent, and warrant that it will use its best efforts to protect the confidentiality of this information. Each party agrees that, without the prior written consent of the other party, which approval shall not be unreasonably withheld, they will not use, copy, or divulge to third parties or otherwise use, except in accordance with the terms of this Agreement, any information obtained from or through the other party in connection with this Agreement; provided, however, this covenant shall not apply to information (i) which is in the public domain now or when it becomes in the public domain in the future, other than by reason of a breach of this Agreement, (ii) which has come to either party from a lawful source not bound to maintain the confidentiality of such information, other than from the other party or an affiliate or representative of that party, (iii) disclosures which are required by law, regulatory authority, regulation or legal process or are made to any regulatory agency in the normal course of an examination, audit or investigation involving such party, or (iv) disclosure as reasonably necessary in the course of business to third parties subject to a duty to maintain the confidentiality of the information.7. Services Not Exclusive(a) Nothing in this Agreement shall prevent the Adviser or any officer, employee or other affiliate thereof from acting as investment adviser for any other person, firm or corporation, or from engaging in any other lawful activity, and shall not in any way limit or restrict the Adviser or any of its officers, employees or agents from buying, selling or trading any securities for its or their own accounts or for the accounts of others for whom it or they may be acting; provided, however, that the Adviser will undertake no activities which, in its judgment, will adversely affect the performance of its obligations under this Agreement.(b) The Adviser may manage other investment accounts and funds, including those with investment objectives similar to the Trust. Securities considered as investments for the Trust may also be appropriate for other investment accounts and funds that may be managed by the Adviser. Subject to applicable laws and regulations, the Adviser will attempt to allocate equitably portfolio transactions among the portfolios of its other investment accounts and funds purchasing securities whenever decisions are made to purchase or sell securities by the Trust and one or more of such other accounts or funds simultaneously. In making such allocations, the main factors to be considered by the Adviser will be the respective investment objectives of the Trust and such other accounts and funds, the relative size of portfolio holdings of the same or comparable securities, the availability of cash for investment by the Trust and such other accounts and funds, the size of investment commitments generally held by the Trust and such accounts and funds, and the opinions of the persons responsible for recommending investments to the Trust and such other accounts and funds. 8. Books and Records(a) The Adviser undertakes and agrees to maintain or cause others to maintain, in the form and for the period required by Rule 31a-2 A-5under the 1940 Act, all records relating to the Trusts investments that are required to be maintained by the Trust pursuant to the 1940 Act with respect to the Advisers responsibilities under this Agreement for the Trust, and which are not otherwise maintained by the administrator, fund accounting agent, custodian or other service providers to the Trust.(b) In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Adviser hereby agrees that all records which it maintains for the Trust are the property of the Trust and further agrees to surrender promptly to the Trust any such records upon the Trusts request. 9. CustodyNothing in this Agreement will require the Adviser to take or receive physical possession of cash, securities, or other investments of the Trust. 10. Expenses(a) During the term of this Agreement, the Adviser will bear all costs and expenses of its employees and any overhead incurred in connection with its duties hereunder, except as provided pursuant to paragraph (c) of this Section 10, and shall bear the costs of any salaries or trustees fees of any officers or trustees of the Trust who are affiliated persons (as defined in the 1940 Act) of the Adviser.(b) The Trust will bear all other costs, fees and expenses of its operations and transactions, including those relating to: (1) organization; (2) calculation of the Trusts net asset value (including the cost and expenses of any independent valuation firm, agent or other provider); (3) expenses payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for the Trust and in monitoring the Trusts investments; (4) interest payable on indebtedness and dividends and distributions on preferred shares, as applicable, if any, incurred to finance the Trusts investments; (5) offerings of the Trusts common shares and other securities (including, all fees, costs and expenses related thereto); (6) fees payable to third parties, including agents, legal counsel, consultants or other advisors, relating to, or associated with, evaluating and making investments; (7) administrator, transfer agent and custodian fees; (8) federal and state registration fees; (9) all costs of registration and listing the Trusts shares on any securities exchange; (10) federal, state and local taxes; (11) independent trustees fees and expenses; (12) costs of preparing and filing reports or other documents required by governmental bodies (including the SEC), including printing costs; (13) costs of any reports, proxy statements or other notices to shareholders, including printing costs; (14) insurance premiums for fidelity bond and other insurance coverage, including the Trusts allocable portion of the fidelity bond, trustees and officers errors and omissions liability insurance, including independent trustees liability insurance, and any other insurance premium; (15) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; (16) brokerage commissions, assignment fees and other costs in connection with the purchase, holding or sale of securities and other investment instruments (including, without limitation, security settlement costs); (17) expenses incidental to holding meetings of the Trusts shareholders, including proxy solicitations therefor; provided, however, that the Trust will not bear such expenses with respect to any meeting of the Trusts shareholders held for the purpose of seeking shareholder approval of a new investment advisory agreement in connection A-6with a change of control of the Adviser; (18) unusual, non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust is a party and legal obligations that the Trust may have to indemnify the Trusts directors, officers and/or employees or agents with respect to these actions, suits or proceedings; and (19) all other expenses incurred by the Trust in connection with administering the Trusts business.(c) The Trust may, if and to the extent approved by the Board of Trustees, including a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, from time to time reimburse the Adviser for certain costs and expenses incurred by the Adviser in connection with the management of the Trusts assets, which may include the Trusts allocable share of portfolio management and trading software costs, research expenses (including modeling and analytic software costs), diligence expenses and out-of-pocket travel costs incurred in connection with the management of the Trusts assets. For the avoidance of doubt, in no event shall expenses associated with the general overhead of the Adviser be reimbursed by the Trust.11. Compensation of the Adviser(a) The Trust agrees to pay to the Adviser and the Adviser agrees to accept as full compensation for all services rendered by the Adviser as such, a monthly fee in arrears at an annual rate equal to 0.80% of the Trusts average daily value of the Trusts Managed Assets. For any period less than a month during which this Agreement is in effect, the fee shall be prorated according to the proportion which such period bears to a full month of 28, 29, 30 or 31 days, as the case may be. (b) Managed Assets means the total assets of the Trust, including the assets attributable to the proceeds from financial leverage (including through the issuance of preferred shares or the issuance of senior securities representing indebtedness), minus liabilities, other than liabilities related to any financial leverage. (c) For purposes of this Agreement, the total assets of the Trust shall be calculated pursuant to the procedures adopted by resolutions of the Trustees of the Trust for calculating the value of the Trusts assets.(d) The Adviser may elect from time to time, in its sole discretion, to waive its right to reimbursement or its receipt of the advisory fee.12. Representations and Warranties(a) The Trust represents and covenants to the Adviser as follows:(i) The Trust is duly organized and validly existing under the laws of the State of Delaware with the power to own and possess its assets.(ii) The execution, delivery and performance by the Trust of this Agreement are within the Trusts powers and have been duly authorized by all necessary actions of the Board of Trustees, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or A-7regulation, (ii) the Trusts governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instruments binding upon the Trust.(iii) The Trust is, or will be prior to commencing operations, registered as a closed-end management investment company under the 1940 Act and the Trusts shares are, or will be prior to commencing operations, registered under the Securities Act of 1933, as amended, and under any applicable state securities laws, or exempt from such registration.(b) The Adviser represents and covenants to the Trust as follows:(i) The Adviser is duly organized and validly existing under the laws of the State of Delaware.(ii) The execution, delivery and performance by the Adviser of this Agreement are within the Advisers powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance of this Agreement by the parties to this Agreement, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Advisers governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instruments binding upon the Adviser.(iii) The Adviser is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement.13. Limitation on LiabilityThe Adviser will not be liable for any error of judgment or mistake of law or for any loss suffered by Adviser or by the Trust in connection with the performance of this Agreement, except a loss resulting from a breach of a fiduciary duty with respect to the receipt of compensation for services or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder).14. IndemnificationThe Trust shall indemnify, defend and protect the Adviser, its members and their respective officers, managers, partners, agents, employees, controlling persons, members and any other person affiliated with any of them (collectively, the Indemnified Parties) (each of whom shall be deemed a third party beneficiary hereof) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, A-8investigation or other proceeding (including an action or suit by or in the right of the Trust or its security holders) arising out of or otherwise based upon the performance of any of the Advisers duties or obligations under this Agreement or otherwise as an investment adviser of the Trust. Notwithstanding the foregoing provisions of this Section 12 to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Trust or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of any Indemnified Partys duties or by reason of the reckless disregard of the Advisers duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder).15. Duration and Termination(a) This Agreement shall become effective as of the date hereof and, unless sooner terminated with respect to the Trust as provided herein, shall continue in effect for a period of two years. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Trust for successive periods of 12 months, provided such continuance is specifically approved at least annually by both:(i) the vote of a majority of the Trusts Board of Trustees or the vote of a majority of the outstanding voting securities of the Trust at the time outstanding and entitled to vote, and (ii) the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. (b) Notwithstanding the foregoing, this Agreement may be terminated by the Trust at any time, without the payment of any penalty, upon giving the Adviser 60 days notice (which notice may be waived by the Adviser), provided that such termination by the Trust shall be directed or approved by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Trust at the time outstanding and entitled to vote, or by the Adviser on 60 days written notice to the Trust (which notice may be waived by the Trust). (c) This Agreement will immediately terminate in the event of its assignment. (d) As used in this Agreement, the terms majority of the outstanding voting securities, interested person and assignment shall have the same meanings of such terms in the 1940 Act.(e) The terms of Sections 6, 8, 13 and 14, 18, 19 and 20 of this Agreement shall survive the termination of this Agreement.16. NoticesAny notice under this Agreement shall be in writing to the other party at such address as the other party may designate from time to time for the receipt of such notice and shall be deemed to be received on the earlier of the date actually received or on the fourth day after the postmark if such notice is A-9mailed first class postage prepaid.17. Amendment of this AgreementNo provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. Any amendment of this Agreement shall be subject to the 1940 Act.18. Governing LawThis Agreement shall be governed by and construed in accordance with the laws of the State of Delaware for contracts to be performed entirely therein without reference to choice of law principles thereof and in accordance with the applicable provisions of the 1940 Act.19. Use of the NameThe Adviser has consented to the use by the Trust of the name or identifying word XA, XAI or XA Investments in the name of the Trust. Such consent is conditioned upon the employment of the Adviser as the investment adviser to the Trust. The name or identifying word XA, XAI or XA Investments may be used from time to time in other connections and for other purposes by the Adviser and any of its affiliates. The Adviser may require the Trust to cease using XA, XAI or XA Investments in the name of the Trust, if the Trust ceases to employ, for any reason, the Adviser, any successor thereto or any affiliate thereof as investment adviser of the Trust. If so required by the Adviser, the Trust will cease using XA, XAI or XA Investments in its name as promptly as practicable and make all reasonable efforts to remove XA, XAI or XA Investments from its name.20. Miscellaneous(a) The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.(b) If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. (c) Nothing contained in this Agreement will be deemed to require the Trust to take any action contrary to the Trusts Amended and Restated Agreement and Declaration of Trust or By-laws, as they may be amended and/or restated from time to time, or any applicable statute or regulation, or to relieve or deprive the Board of Trustees of its responsibility for and control of the conduct of the affairs of the Trust. (d) This Agreement shall be binding on, and shall inure to the benefit of the parties hereto and their respective successors.(e) This Agreement may be executed in counterparts by the parties hereto, each of which shall constitute an original counterpart, and all of which, together, shall constitute one Agreement. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.A-10(f) This Agreement constitutes the entire understanding and agreement, and supersedes any and all other proposals, understandings, and agreements among the parties with respect to the subject matter hereof.IN WITNESS WHEREOF, the parties hereto have caused the foregoing instrument to be executed by their duly authorized officers, all as of the day and the year first above written.MADISON COVERED CALL & EQUITY STRATEGY FUNDBy: Name: Title: XA INVESTMENTS LLCBy: Name: Title: A-11EXHIBIT BNEW SUBADVISORY AGREEMENTINVESTMENT SUBADVISORY AGREEMENTINVESTMENT SUB-ADVISORY AGREEMENT (the Agreement), dated as of [ ], 2024 (the Effective Date) among Madison Covered Call and Equity Strategy Fund, a Delaware statutory trust (the Trust), XA Investments LLC, a Delaware limited liability company (the Adviser), and Madison Asset Management, LLC a Wisconsin limited liability company (the Sub-Adviser).WHEREAS, the Adviser has agreed to furnish investment management and advisory services to the Trust, a closed-end management investment company registered under the Investment Company Act of 1940, as amended (the 1940 Act);WHEREAS, the investment advisory agreement between the Adviser and the Trust dated as of [ ] (such agreement or the most recent successor agreement between such parties relating to advisory services to the Trust is referred to herein as the Investment Advisory Agreement) contemplates that the Adviser may sub-contract investment advisory services with respect to the Trust to a sub-adviser(s) pursuant to a sub-advisory agreement(s) agreeable to the Trust and approved in accordance with the provisions of the 1940 Act;WHEREAS, the Adviser wishes to retain the Sub-Adviser to provide certain sub-advisory services; WHEREAS, the Sub-Adviser is a registered investment adviser under the Investment Advisers Act of 1940, as amended (the Advisers Act); andWHEREAS, this Agreement has been approved in accordance with the provisions of the 1940 Act, and the Sub-Adviser is willing to furnish such services upon the terms and conditions herein set forth;NOW, THEREFORE, in consideration of the mutual premises and covenants herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged, it is agreed by and between the parties hereto as follows:1. Appointment(a) The Adviser hereby appoints the Sub-Adviser to act as the investment sub-adviser to the Trust and to furnish the services described herein, for the period and upon the terms herein set forth.(b) The Sub-Adviser hereby agrees, all as more fully set forth herein, to act as investment sub-adviser to the Trust and to furnish the services described below with respect to the investment of the Trusts assets and the purchase of securities for and the sale of securities held in the investment portfolio of the Trust.(c) The Sub-Adviser for all purposes in this Agreement will be deemed to be an independent contractor and, unless otherwise expressly provided or authorized in this Agreement, will have no authority to act for or represent the Adviser or the Trust in any way B-1or otherwise be deemed an agent of the Adviser or the Trust. 2. Duties and Obligations of the Sub-Adviser with Respect to Investment of Assets of the Trust(a) Subject to the oversight and supervision of the Adviser and direction and control of the Trusts Board of Trustees, the Sub-Adviser will act as sub-adviser for the Trust and perform one or more of the following services at the request of the Adviser in connection with the investment and reinvestment of the Trusts assets: (i) managing the investment and reinvestment of the assets of the Trust in accordance with the investment policies and guidelines of the Trust;(ii) subject to the provisions of Section 4 hereof, purchasing and selling securities and other assets for the Trust and placing orders for purchases and sales of assets of the Trust; (iii) providing investment research and credit analysis concerning the assets of the Trust; (iv) monitoring on a daily basis the investment activities and portfolio holdings relating to the Trust;(v) voting proxies relating to the Trusts portfolio securities in accordance with the proxy voting policies and procedures of the Sub-Adviser; and(vi) settlement of transactions and completing corporate actions. (b) At the request of the Adviser, the Sub-Adviser will also, subject to the oversight and supervision of the Adviser and the direction and control of the Trusts Board of Trustees, consult with the Adviser as to the overall management of the assets of the Trust and the investment policies and practices of the Trust, including (but not limited to) the use by the Trust of financial leverage and matters relating to such financial leverage (e.g., form, amount and costs) and the utilization by the Trust of any interest rate or other hedging or risk management transactions in connection therewith. (c) In addition, the Sub-Adviser will keep the Trust and the Adviser informed of developments relating to the Sub-Adviser or the Trusts investments materially affecting the Trust and shall, upon request, furnish to the Adviser and the Trust all information relevant to such developments. (d) The Sub-Adviser will periodically communicate to the Adviser or other service providers of the Trust, at such times as the Adviser may request, information concerning the purchase and sale of securities for the Trust and such other information as the Adviser may reasonably require for purposes of fulfilling its obligations to the Trust under the Investment Advisory Agreement.(e) In addition to the investment policies and guidelines of the Trust, the Adviser may from time to time communicate to the Sub-Adviser instructions (the Instructions) in writing that limit or supplement the investment policies and guidelines and are subject to approval by the Sub-B-2Adviser, which approval shall not be unreasonably withheld. Neither the investment policies and guidelines nor the Instructions shall require the Sub-Adviser to obtain capabilities or resources beyond those it possesses as of the Effective Date. The Adviser shall promptly notify the Sub-Adviser, in writing, of any change in the investment policies and guidelines that is made for any reason, including but not limited to a change by the Adviser, the Trust or in any applicable law or regulation. The Adviser acknowledges that the Sub-Adviser may be required to terminate delivery of certain data or services used in managing the Trust in the event the Sub-Adviser is no longer able to obtain such data or services.(f) The Sub-Adviser shall maintain business continuity, cybersecurity, disaster recovery and backup capabilities and facilities in keeping with industry standards and Securities and Exchange Commission (SEC) requirements through which the Sub-Adviser will be able to perform its obligations hereunder with minimal disruptions or delay. (g) To the extent prohibited by Regulation S-P, the Sub-Adviser and its affiliates will not disclose any non-public personal information, as defined in Regulation S-P, received from the Trust regarding any shareholder unless in accordance with an exception under Regulation S-P, or as otherwise may be permitted by law. The Sub-Adviser represents and warrants that, in accordance with applicable state privacy laws and Regulation S-P, it has implemented safeguards by adopting policies and procedures reasonably designed to: (i) insure the security and confidentiality of records and non-public personal information of shareholders; (ii) protect against any anticipated threats or hazards to the security or integrity of shareholder records and non-public personal information; and (iii) protect against unauthorized access to or use of such shareholder records or non-public personal information that could result in substantial harm or inconvenience to any shareholder. The Sub-Adviser shall treat confidentially all records of the Trust and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where the Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or (ii) when so requested by the Trust.(h) The Sub-Adviser acknowledges that, in compliance with the Bank Secrecy Act, as amended, the USA PATRIOT Act, and any implementing regulations thereunder (together, the AML Laws), the Trust has adopted anti-money laundering policies and procedures (the AML Policies). The Sub-Adviser agrees to comply with the Trusts AML Policies and the AML Laws, as the same may apply to the Sub-Adviser, now and in the future, and understands and agrees that the Trust may disclose information regarding the Sub-Adviser to governmental and/or regulatory or self-regulatory authorities to the extent required by applicable law or regulation and may file reports with such authorities as may be required by such law or regulation.(i) The Sub-Adviser shall provide such information as may reasonably be requested by the Adviser and/or the Board of Trustees under Section 15(c) of the 1940 Act in connection with its annual consideration of this Agreement.B-3(i) Nothing in this Agreement is deemed to impose on the Sub-Adviser responsibility for the preparation of the Trusts financial statements or the Trusts other financial and regulatory filing and reporting obligations, provided that the Sub-Adviser shall provide sub-certifications in the form reasonably requested by the Trust relating to the Sub-Advisers services under this Agreement to assist the Trust in complying with the provisions of the Sarbanes-Oxley Act of 2002.3. Covenants(a) In the performance of its duties under this Agreement, the Sub-Adviser shall at all times conform to, and act in accordance with, any requirements imposed by:(i) the provisions of the 1940 Act and the Advisers Act and all applicable Rules and Regulations of the SEC; (ii) any other applicable provision of law; (iii) the provisions of this Agreement and Declaration of Trust and By-Laws of the Trust, as such documents are amended from time to time; (iv) the investment objective, policies and restrictions of the Trust as set forth in its Registration Statement on Form N-2 and as supplemented from time to time by the Trusts shareholder reports and other SEC filings; and (v) any policies and determinations of the Board of Trustees of the Trust.(b) The Sub-Adviser will not consult with any other sub-adviser of the Trust or any other sub-adviser to a fund under common control with the Trust concerning transactions of the Trust in securities or other assets.(c) The Sub-Adviser will maintain a written code of ethics (the Code of Ethics) pursuant to Rule 17j-1 under the 1940 Act, a copy of which will be provided to the Trust and the Adviser, and will institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Sub-Adviser will follow such Code of Ethics in performing its services under this Agreement.(d) The Sub-Adviser will maintain compliance policies and procedures adopted pursuant to Rule 206(4)-7 under the Advisers Act and Rule 38a-1 under the 1940 Act, a copy of which will be provided to the Trust and the Adviser, and follow such compliance policies and procedures in performing its services under this Agreement; and(e) The Sub-Adviser will cooperate with the chief compliance officer of the Trust in connection with the implementation and operation of the Trusts compliance policies and procedures adopted pursuant to Rule 38a-1 under the 1940 Act, and will prepare necessary reports and provide the Trusts chief compliance officer with access to information reasonably necessary for the Trust to comply with Rule 38a-1.4. Portfolio Transactions(a) In the performance of its duties under this Agreement, the Sub-Adviser will place orders either directly with the issuer or with any broker B-4or dealer. Subject to the other provisions of this paragraph, in placing orders with brokers and dealers, the Sub-Adviser will attempt to obtain the best price and the most favorable execution of its orders, and all such brokerage placement shall be made in compliance with Section 28(e) of the Securities Exchange Act of 1934, as amended. In placing orders, the Sub-Adviser will consider the experience and skill of the firms securities traders as well as the firms financial responsibility and administrative efficiency. Consistent with this obligation, the Sub-Adviser may select brokers on the basis of the research, statistical and pricing services they provide to the Trust and other clients of the Sub-Adviser. Information and research received from such brokers will be in addition to, and not in lieu of, the services required to be performed by the Sub-Adviser hereunder. A commission paid to such brokers may be higher than that which another qualified broker would have charged for effecting the same transaction, provided that the Sub-Adviser determines in good faith that such commission is reasonable in terms either of the transaction or the overall responsibility of the Sub-Adviser to the Trust and its other clients and that the total commissions paid by the Trust will be reasonable in relation to the benefits to the Trust over the long-term. In no instance, however, will the Trusts securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except to the extent permitted by the SEC or by applicable law.(b) At the request of the Adviser or the Trust, the Sub-Adviser will identify and provide a written description to the Adviser and the Board of Trustees of the Trust of soft dollar arrangements that the Sub-Adviser maintains with respect to the Trust or with brokers or dealers that execute transactions for the Trust, and of research and other services provided to the Sub-Adviser by a broker or dealer (whether prepared by such broker or dealer or by a third party) as a result, in whole or in part, of the direction of Trust transactions to the broker or dealer. (c) From time to time, the Sub-Adviser or brokers or dealers affiliated with it may find themselves in a position to buy for certain of their clients (each an Account) securities which the Sub-Advisers investment advisory clients wish to sell, and to sell for certain of their clients securities which advisory clients wish to buy. Where one of the parties is an advisory client, the Sub-Adviser or the affiliated broker or dealer cannot participate in this type of transaction (known as a cross transaction) on behalf of an advisory client and retain commissions from one or both parties to the transaction without the advisory clients consent. This is because in a situation where the Sub-Adviser is making the investment decision (as opposed to a brokerage client who makes his own investment decisions), and the Sub-Adviser or an affiliate is receiving commissions from both sides of the transaction, there is a potential conflicting division of loyalties and responsibilities on the Sub-Advisers part regarding the advisory client. However, the SEC has adopted a rule under the Advisers Act that permits the Sub-Adviser or its affiliates to participate on behalf of an Account in agency cross transactions if the advisory client has given written consent in advance. Therefore, by execution of this Agreement, the Trust authorizes the Sub-Adviser or its affiliates to participate in agency cross transactions involving an Account. The Trust may revoke its consent at any time by written notice to the Sub-Adviser.5. ConfidentialityEach of the Trust, the Adviser and the Sub-Adviser acknowledge and agree that in satisfying its respective obligations under and performing B-5services in connection with this Agreement, any party may have access to another partys confidential and proprietary information and materials concerning or pertaining to the others business (confidential information). Each party will receive and hold such information in the strictest confidence, and acknowledge, represent, and warrant that it will use its best efforts to protect the confidentiality of this information to the same degree of care as it would its own confidential information. Each party agrees that, without the prior written consent of the other party, which approval shall not be unreasonably withheld, such party will not use, copy, or divulge to third parties or otherwise use, except in accordance with the terms of this Agreement, any confidential information of another party without the prior written consent of such other party; provided, however, this covenant shall not apply to (i) information which is in the public domain now or when it becomes in the public domain in the future, other than by reason of a breach of this Agreement, (ii) information which has come to a party from a lawful source not bound to maintain the confidentiality of such information, other than from any other party or an affiliate or representative of that party, (iii) information which is independently developed without the use of confidential information, (iv) disclosures which are required by law, regulatory authority, regulation or legal process or are made to any regulatory agency in the normal course of an examination, audit or investigation involving such party, or (v) disclosure as reasonably necessary in the course of business to third parties subject to a duty to maintain the confidentiality of the information. Notwithstanding the foregoing, the Sub-Adviser may disclose information it receives from or on behalf of the Trust or the Adviser to officers and employees of the Sub-Adviser or any of its affiliates in the course of providing the services under this Agreement and the Sub-Adviser may disclose the Trusts TIN information to third parties as required to perform the Sub-Advisers services under this Agreement. 6. Services Not Exclusive(a) Nothing in this Agreement shall prevent the Sub-Adviser or any officer, employee or other affiliate thereof from acting as investment adviser for any other person, firm or corporation, or from engaging in any other lawful activity, and shall not in any way limit or restrict the Sub-Adviser or any of its officers, employees or agents from buying, selling or trading any securities for its or their own accounts or for the accounts of others for whom it or they may be acting; provided, however, that the Sub-Adviser will undertake no activities which, in its judgment, will adversely affect the performance of its obligations under this Agreement.(b) The Sub Adviser currently manages, and may in the future manage, other investment accounts and funds, including those with investment objectives similar to the Trust. Securities considered as investments for the Trust may also be appropriate for other investment accounts and funds that may be managed by the Sub-Adviser. Subject to applicable laws and regulations, the Sub-Adviser will attempt to allocate equitably portfolio transactions among the portfolios of its other investment accounts and funds purchasing securities whenever decisions are made to purchase or sell securities by the Trust and one or more of such other accounts or funds over time. In making such allocations, the main factors to be considered by the Sub-Adviser will be the respective investment objectives of the Trust and such other accounts and funds, the relative size of portfolio holdings of the same or comparable securities, the availability of cash for investment by the Trust and such other accounts and funds, the size of investment commitments generally B-6held by the Trust and such accounts and funds, and the opinions of the persons responsible for recommending investments to the Trust and such other accounts and funds. 7. Books and Records(a) The Sub-Adviser undertakes and agrees to maintain or cause others to maintain, in the form and for the period required by Rule 31a-2 under the 1940 Act, all records relating to the Trusts investments that are required to be maintained by the Trust pursuant to the 1940 Act with respect to the Sub-Advisers responsibilities under this Agreement for the Trust, and which are not otherwise maintained by the administrator, fund accounting agent, custodian or other service providers to the Trust.(b) In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which it maintains for the Trust are the property of the Trust and further agrees to surrender promptly to the Trust any such records upon the Trusts request, except for any software or other intellectual property that is proprietary to, or owned or licensed by, the Sub-Adviser or any of its affiliates, which shall remain the property of the Sub-Adviser. Notwithstanding the foregoing, the Sub-Adviser shall retain those original records or copies of records in order to comply with the Advisers Act record keeping requirement, applicable law and its own internal policies.(c) Each of the Adviser and the Trust shall own, have custody of and maintain its general corporate accounts and records. At reasonable times and upon reasonable notice, the Trust shall provide the Sub-Adviser with access to all books, records, accounts, facilities, and personnel necessary or appropriate for the performance of the Sub-Advisers obligations under this Agreement. 8. CustodyNothing in this Agreement will require the Sub-Adviser to take or receive physical possession of cash, securities, or other investments of the Trust. The Trust shall select, engage and maintain at the Trusts expense one or more custodians meeting the requirements of Section 17(f) of the 1940 Act and the rules, regulations and interpretations thereunder (each a Custodian) to serve as Custodian(s) of the Trust assets. The Adviser shall provide the Sub-Adviser, in writing, the identity of each Custodian, any change in a Custodian and all other information regarding the Custodian(s) required for the Sub-Adviser to carry out its duties under this Agreement. The Adviser shall notify each Custodian of the appointment of the Sub-Adviser and of the authority of the Sub-Adviser to effect investments with respect to the Trust assets. All transactions authorized by this Agreement are made by payment to or delivery by the Custodian(s). The Sub-Adviser shall have no rights or responsibilities, including to direct payment or move cash or assets of the Trust, that would be defined as taking custody under the Advisers Act. In connection with the Trusts custody agreement(s), the Adviser and the Trust will ensure that no such rights are given to the Sub-Adviser. The Trust and the Adviser will ensure that the Sub-Adviser may use the Depositary Trust Companys Institutional Delivery System for trade confirmation and settlement. B-79. Expenses(a) During the term of this Agreement, the Sub-Adviser will bear all costs and expenses of its employees and any overhead incurred in connection with its duties hereunder, except as provided pursuant to paragraph (d) of this Section 9, and shall bear the costs of any salaries or trustees fees of any officers or trustees of the Trust who are affiliated persons (as defined in the 1940 Act) of the Sub-Adviser.(b) The Sub-Adviser shall not be responsible for any expenses of the Adviser or the Trust not specifically set forth in this Section 9 or otherwise in any written agreement between the Sub-Adviser and the Trust or the Adviser, as the case may be.(c) The Trust will bear all other costs, fees and expenses of its operations and transactions, including those relating to: (1) organization; (2) calculation of the Trusts net asset value (including the cost and expenses of any independent valuation firm, agent or other provider); (3) expenses payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for the Trust and in monitoring the Trusts investments; (4) interest payable on indebtedness and dividends and distributions on preferred shares, as applicable, if any, incurred to finance the Trusts investments; (5) offerings of the Trusts common shares and other securities (including, all fees, costs and expenses related thereto); (6) fees payable to third parties, including agents, legal counsel, consultants or other advisors, relating to, or associated with, evaluating and making investments; (7) administrator, transfer agent and custodian fees; (8) federal and state registration fees; (9) all costs of registration and listing the Trusts shares on any securities exchange; (10) federal, state and local taxes; (11) independent trustees fees and expenses; (12) costs of preparing and filing reports or other documents required by governmental bodies (including the SEC), including printing costs; (13) costs of any reports, proxy statements or other notices to shareholders, including printing costs; (14) insurance premiums for fidelity bond and other insurance coverage, including the Trusts allocable portion of the fidelity bond, trustees and officers errors and omissions liability insurance, including independent trustees liability insurance, and any other insurance premium; (15) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; (16) brokerage commissions, assignment fees and other costs in connection with the purchase, holding or sale of securities and other investment instruments (including, without limitation, security settlement costs; (17) expenses incidental to holding meetings of the Trusts shareholders, including proxy solicitations therefor; provided, however, that the Trust will not bear such expenses with respect to any meeting of the Trusts shareholders held for the purpose of seeking approval of a new investment sub-advisory agreement in connection with a change of control of the Sub-Adviser; (18) unusual, non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust is a party and legal obligations that the Trust may have to indemnify the Trusts directors, officers and/or employees or agents with respect to these actions, suits or proceedings; and (19) all other expenses incurred by the Trust in connection with administering the Trusts business.B-810. Compensation of the Sub-Adviser(a) The Trust agrees to pay to the Sub-Adviser, and the Sub-Adviser agrees to accept as full compensation for all services rendered by the Sub-Adviser under this Agreement, a monthly fee in arrears in an amount equal to the specified percentage of the advisory fee payable to the Adviser from the Trust (the Sub-Advisory Fee):Average Daily Managed AssetsSub-Adviser Percentage of Management Fees / (Fee Rate)Type of Fee SplitFirst $175 million55% / (0.44%)AbsoluteGreater than $175 million and up to $25050% / (0.40%)BlendedOver $250 million*50% / (0.40%)Absolute* If the Trusts Daily Managed Assets exceed $250 million for a period of more than 10 consecutive trading days, the Trusts management fee split will be reset to 50% to the Sub-Adviser and 50% to the Adviser on an Absolute Fee Split basis.(b) For any period less than a month during which this Agreement is in effect, the fee shall be prorated according to the proportion which such period bears to a full month of 28, 29, 30 or 31 days, as the case may be.(c) Blended Fee Split means the total sub-advisory fees paid to the Sub-Adviser will be a result of different sub-advisory fee rates assessed to different asset levels. By way of example, in a theoretical scenario in which the Trust has Managed Assets of $200 million, the resulting Sub-Advisory Fees for the Sub-Adviser will be equal to (0.44% x $175 million) + (0.40% x $25 million), with a Blended Fee Split of 0.431%.(d) Absolute Fee Split means the total sub-advisory fees paid to the Sub-Adviser will be a result of the applicable fee rate multiplied by all of the Trusts Managed Assets.(e) Managed Assets means the total assets of the Trust, including the assets attributable to the proceeds from financial leverage (including through the issuance of preferred shares or the issuance of senior securities representing indebtedness), minus liabilities, other than liabilities related to any financial leverage.(f) For purposes of this Agreement, the total assets of the Trust shall be calculated pursuant to the procedures adopted by resolutions of the Trusts Board of Trustees for calculating the value of the Trusts assets.(g) The Sub-Adviser may elect from time to time, in its sole discretion, to waive its right to receipt of all or a portion of the Sub-Advisory Fee.11. Representations and Warranties(a) The Trust represents and covenants to the Sub-Adviser as follows:(i) The Trust is duly organized and validly existing under the laws of the State of Delaware with the power to own and possess its assets.B-9(ii) The execution, delivery and performance by the Trust of this Agreement are within the Trusts powers and have been duly authorized by all necessary actions of the Board of Trustees, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (1) any provision of applicable law, rule or regulation, (2) the Trusts governing instruments, or (3) any agreement, judgment, injunction, order, decree or other instruments binding upon the Trust.(iii) The Trust is, or will be prior to commencing operations, registered as a closed-end management investment company under the 1940 Act and the Trusts shares are, or will be prior to commencing operations, registered under the Securities Act of 1933, as amended, and under any applicable state securities laws, or exempt from such registration.(iv) Prior to the Sub-Adviser commencing services under this Agreement, the Trust will have legal title to the assets in the Trust and no restrictions shall exist as to the ownership or transfer of such assets unless specifically set forth in this Agreement.(b) The Adviser represents and covenants to the Sub-Adviser as follows:(i) The Adviser is duly organized and validly existing under the laws of the State of Delaware.(ii) The execution, delivery and performance by the Adviser of this Agreement are within the Advisers powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance of this Agreement by the parties to this Agreement, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (1) any provision of applicable law, rule or regulation, (2) the Advisers governing instruments, or (3) any agreement, judgment, injunction, order, decree or other instruments binding upon the Adviser.(iii) This Agreement constitutes a valid and binding obligation of the Adviser, enforceable against the Adviser in accordance with its terms, except to the extent such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, or similar laws affecting the rights of creditors generally and by general equity principles.(iv) The Adviser is not prohibited by the 1940 Act or B-10the Advisers Act from serving as investment adviser to the Trust.(v) The Adviser hereby acknowledges receipt of Sub-Advisers Form ADV, Part 2 before, or at the time of, signing this Agreement.(c) The Sub-Adviser represents and covenants to the Adviser and the Trust as follows:(i) The Sub-Adviser is duly organized and validly existing under the laws of the State of Wisconsin.(ii) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Advisers powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance of this Agreement by the parties to this Agreement, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (1) any provision of applicable law, rule or regulation, (2) the Sub-Advisers governing instruments, or (3) any agreement, judgment, injunction, order, decree or other instruments binding upon the Sub-Adviser.(iii) This Agreement constitutes a valid and binding obligation of the Sub-Adviser, enforceable against the Sub-Adviser in accordance with its terms, except to the extent such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, or similar laws affecting the rights of creditors generally and by general equity principles.(iv) The Sub-Adviser is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement.12. Certain InformationThe Adviser shall promptly notify the Sub-Adviser, and the Sub-Adviser shall promptly notify the Trust and the Adviser in writing of the occurrence of any of the following events:(a) such party failing to be registered as an investment adviser under the Advisers Act;(b) such party having been served or otherwise have notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Trust;(c) the occurrence of any change in control of such party or any parent of such party within the meaning of the 1940 Act; or B-11(d) the occurrence of any material adverse change in the business or financial position of such party. 13. Limitation on LiabilityThe Sub-Adviser will not be liable for any error of judgment or mistake of law or for any loss suffered by Sub-Adviser, the Adviser or by the Trust in connection with the performance of this Agreement, except a loss resulting from a breach of a fiduciary duty with respect to the receipt of compensation for services or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder). Nothing herein shall constitute a waiver or restriction of any partys rights under applicable federal or state securities laws.14. IndemnificationThe Trust shall indemnify, defend and protect the Sub-Adviser, its members and their respective officers, managers, partners, parent, corporate group affiliates, agents, employees, controlling persons, members, and any other person affiliated with any of them (collectively, the Indemnified Parties) (each of whom shall be deemed a third party beneficiary hereof) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Trust or its security holders) arising out of or otherwise based upon the performance of any of the Sub-Advisers duties or obligations under this Agreement or otherwise as an investment adviser of the Trust. Notwithstanding the foregoing provisions of this Section 14 to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Trust or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of any Indemnified Partys duties or by reason of the reckless disregard of the Sub-Advisers duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder).15. Duration and Termination(a) This Agreement shall become effective as of the Effective Date and, unless sooner terminated with respect to the Trust as provided herein, shall continue in effect for a period of two years. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Trust for successive periods of 12 months, provided such continuance is specifically approved at least annually by both:(i) the vote of a majority of the Trusts Board of Trustees or the vote of a majority of the outstanding voting securities of the Trust at the time outstanding and entitled to vote, and B-12(ii) the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. (b) Notwithstanding the foregoing, this Agreement may be terminated by (i) the Adviser or the Trust at any time, without the payment of any penalty, upon giving the Sub-Adviser 60 days notice (which notice may be waived by the Sub-Adviser), provided that such termination by the Trust shall be directed or approved by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Trust at the time outstanding and entitled to vote, or (ii) the Sub-Adviser on 60 days written notice to the Trust and the Adviser (which notice may be waived by the Trust or the Adviser on behalf of both the Trust and the Adviser). (c) This Agreement will immediately terminate in the event of its assignment and will immediately terminate upon any termination of the Investment Advisory Agreement between the Trust and the Adviser.(d) As used in this Agreement, the terms majority of the outstanding voting securities, interested person and assignment shall have the same meanings of such terms in the 1940 Act.(e) The terms of Sections 5, 7, 10, 13, 14, 18, 19 and 20 of this Agreement shall survive the termination of this Agreement.16. NoticesAny notice under this Agreement shall be in writing to the other parties and shall be considered as properly given or made if (a) sent by overnight delivery by a nationally recognized air courier service, (b) sent by electronic mail with no receipt of error in the delivery, or (c) mailed by registered or certified mail, return receipt requested, and if addressed to the respective address listed below:If to Adviser, to: XA Investments, LLC 321 North Clark Street #2430 Chicago, IL 60654 Attention: General CounselIf to the Trust, to:Madison Covered Call & Equity Strategy Fund 321 North Clark Street #2430 Chicago, IL 60654 Attention: Chief Executive OfficerIf to Sub-Adviser, to:Madison Investment Holdings, Inc. 550 Science Drive Madison, WI 53711 Attention: Steven A. Carlor at such address as the other party may designate from time to time for the receipt of such notice and shall be deemed effective on receipt.17. Amendment of this AgreementNo provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. Any amendment of this Agreement shall be subject to the 1940 Act.B-1318. Governing LawThis Agreement shall be governed by and construed in accordance with the laws of the State of Delaware for contracts to be performed entirely therein without reference to choice of law principles thereof and in accordance with the applicable provisions of the 1940 Act. WAIVER OF JURY TRIAL AND PUNITIVE DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND ANY RIGHT TO SEEK PUNITIVE OR CONSEQUENTIAL DAMAGES.19. Use of the NameThe Sub-Adviser has consented to the use by the Trust of the name or identifying word Madison in the name of the Trust. Such consent is conditioned upon the employment of the Sub-Adviser as the investment sub-adviser to the Trust. The name or identifying word Madison may be used from time to time solely in connection with the Sub-Advisers services under this Agreement. The Sub-Adviser may require the Trust to cease using Madison in the name of the Trust, if the Trust ceases to employ, for any reason, the Sub-Adviser, any successor thereto or any affiliate thereof as investment sub-adviser of the Trust. If so required by the Sub-Adviser, the Trust will cease using Madison in its name as promptly as practicable and make all reasonable efforts to remove Madison from its name.20. Miscellaneous(a) The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.(b) If any provision of this Agreement is invalid, illegal, or unenforceable under applicable law of mandatory application, the validity, legality, and enforceability of that provision or condition in other instances and of the remaining provisions and conditions are not in any way affected thereby. (c) Nothing contained in this Agreement will be deemed to require the Trust to take any action contrary to the Trusts Amended and Restated Agreement and Declaration of Trust or By-laws, as they may be amended and/or restated from time to time, with notice to the Sub-Adviser, or any applicable statute or regulation, or to relieve or deprive the Board of Trustees of its responsibility for and control of the conduct of the affairs of the Trust. (d) This Agreement shall be binding on, and shall inure to the benefit of the parties hereto and their respective successors.(e) This Agreement may be executed in counterparts by the parties hereto, each of which when executed is deemed to be an original and all of which together are deemed to be one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.B-14(f) This Agreement constitutes the entire understanding and agreement, and supersedes any and all other proposals, understandings, and agreements among the parties with respect to the subject matter hereof.IN WITNESS WHEREOF, the parties hereto have caused the foregoing instrument to be executed by their duly authorized officers, all as of the day and the year first above written.MADISON COVERED CALL & EQUITY STRATEGY FUNDBy: Name: Title: XA INVESTMENTS LLCBy: Name: Title: MADISON ASSET MANAGEMENT, LLCBy: Name: Title: B-15EXHIBIT COTHER FUNDS WITH SIMILAR INVESTMENT OBJECTIVESMadison. The table below provides information regarding other registered investment companies managed by Madison which have a similar investment objective as the Fund.Name of Other FundOther Funds Investment ObjectiveAdvisers Management FeeNet Assets as of December 31, 2023Has Adviser Agreed to Waive or Reduce its Management Fee under any Applicable Contract?Madison Covered Call & Equity Income FundSeeks to provide consistent total return and, secondarily, to provide a high level of income and gains from option premiums.0.85%$261,020,326NoMadison Covered Call ETFSeeks to provide consistent total return and secondarily, to produce a high level of income and gains.0.90%1$82,690,175No1 Pursuant to an investment advisory agreement between Madison and the Madison ETFs Trust, on behalf of each series thereof (each, a Series), each Series has agreed to pay an annual unitary management fee to Madison. This unitary management fee is designed to pay each Series expenses and to compensate Madison for the services it provides to each Series. Out of the unitary management fee, Madison pays substantially all expenses of each Series, including the cost of investment management services, transfer agency, custody, fund administration, legal, audit and other service and license fees. The unitary fee does not cover, and therefore, each Series pays directly, interest, taxes, brokerage commissions, acquired fund fees and expenses and other expenses connected with the execution of portfolio transactions, distribution, and service fees payable pursuant to a Rule 12b-1 plan, if any, and extraordinary expenses.XAI. XAI does not manage other registered investment companies which have a similar investment objective as the Fund.C-1THIS PAGE INTENTIONALLY LEFT BLANKEVERY VOTE IS IMPORTANTMADISON COVERED CALL & EQUITY STRATEGY FUNDPO Box 43131Providence, RI 02940-3131VOTING OPTION:VOTE ON THE INTERNETLog on to:www.proxy-direct.comor scan the QR codeFollow the on-screen instructionsavailable 24 hoursVOTE BY PHONECall 1-800-337-3503Follow the recorded instructionsavailable 24 hoursVOTE BY MAILVote, sign and date this Proxy Card and return in the postage-paid envelopePlease detach at perforation before mailing.PROXYMADISON COVERED CALL & EQUITY STRATEGY FUNDSPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 15, 2024THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES. Greg D. Hoppe and Kyle Schalow (the Proxyholders), or any of them, each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Special Meeting of shareholders of the Madison Covered Call & Equity Strategy Fund (the "Fund"), to be held on Tuesday, October 15, 2024 at 9:00 a.m., local time at the offices of Madison Asset Management, LLC, 550 Science Drive, Madison, Wisconsin 53711, and any adjournments or postponements thereof.Shares represented by this proxy card when properly executed will be voted in the manner directed herein by the shareholder, and in the discretion of such proxies, upon any and all other matters as may properly come before the Special Meeting or any adjournment or postponement thereof. If no direction is made, on a properly executed card, this proxy will be voted "FOR" the proposals. If any of the Trustee nominees for any reason are unable or unwilling to serve, the Proxyholders will vote for the election of such other person as they may consider qualified. The shareholder hereby acknowledges receipt of this Notice of Special Meeting and Proxy Statement for the Special Meeting to be held on October 15, 2024.VOTE VIA THE INTERNET: www.proxy-direct.comVOTE VIA THE TELEPHONE: 1-800-337-3503MCC__34064_062724PLEASE MARK, SIGN, AND DATE ON THE REVERSE SIDE AND RETURN THE PROXY CARD USING THE ENCLOSED ENVELOPE.xxxxxxxxxxxxxx codeEVERY SHAREHOLDERS VOTE IS IMPORTANTImportant Notice Regarding the Availability of Proxy Materials for theSpecial Meeting to Be Held on October 15, 2024.The Proxy Statement for this meeting is available at:https://www.madisonfunds.com/MCNproxyPlease detach at perforation before mailing. TO VOTE, MARK BOXES BELOW IN BLUE OR BLACK AS SHOWN IN THIS EXAMPLE: xA.Proposals. THE BOARD RECOMMENDS YOU VOTE FOR THE FOLLOWING PROPOSALS: FOR AGAINST ABSTAIN 1. To approve a new investment advisory agreement between the Fund and XA Investments, LLC. FOR AGAINST ABSTAIN2. To approve a new investment subadvisory agreement among the Fund, Madison Asset Management, LLC and XA Investments, LLC. 3. To approve the election of five trustees to the Board of Trustees. FOR WITHHOLD01. Danielle Cupps* 02. Gregory Dingens** 03. Philip Franklin** 04. Scott Craven Jones*** 05. William Meyers*** *Class I Trustee to serve until the Funds 2027 Annual Meeting of Shareholders or until her successor shall have been elected and qualified.**Class II Trustee to serve until the Funds 2025 Annual Meeting of Shareholders or until his successor shall have been elected and qualified.***Class III Trustee to serve until the Funds 2026 Annual Meeting of Shareholders or until his successor shall have been elected and qualified.B. Authorized Signatures This section must be completed for your vote to be counted. Sign and Date Below.Note: Please sign exactly as your name(s) appear(s) on this proxy card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature.Date (mm/dd/yyyy) Please print date belowSignature 1 Please keep signature within the boxSignature 2 Please keep signature within the boxScanner bar code xxxxxxxxxxxxxx MCC 34064 xxxxxxxx Madison Funds (15 open end funds) and Ultra Series Fund (14 open end funds), 2005 Present; Madison ETFs (4 open end funds), June 2023 Present Interested Trustees Jill M. Friedow(2)1964 Class II Trustee, since 2023; current term ends 2027Vice President, 2023 PresentMadison Investment Holdings, Inc. (MIH), Madison Investment Advisors, LLC (MIA) and Madison Asset Management, LLC (Madison), Chief Technology Officer & Director of Operations, 2019-Present; Vice President & Director of Operations, 2010 - 2019; Vice President & Operations Manager, 2003-2010; Operations Manager, 1999-2003.30Madison Funds (15 open end funds) and Ultra Series Fund (14 open end funds), 2023 Present. Madison Investment Holdings, Inc. (MIH), Madison Investment Advisors, LLC (MIA) and Madison Asset Management, LLC (Madison), Chief Technology Officer & Director of Operations, 2019-Present; Vice President & Director of Operations, 2010 - 2019; Vice President & Operations Manager, 2003-2010; Operations Manager, 1999-2003. Madison Funds (15 open end funds) and Ultra Series Fund (14 open end funds), 2023 Present. Name and Year of Birth Position(s) Held with Fund Term of Office and Length of Time Served Principal Occupation(s) During Past Five Years Patrick F. Ryan1979PresidentSince March 2020Madison and MIA, Head of Multi-Asset Solutions and Portfolio Manager, 2018 Present; Madison Funds and Ultra Series Fund, President, March 2020 - Present; Madison ETFs, President, June 2023 PresentSteve J. Fredricks1970Chief Compliance Officer and Assistant SecretarySince 2018Madison and MIA, Chief Legal Officer, March 2020 Present and Chief Compliance Officer, 2018 Present; Madison Funds and Ultra Series Fund, Chief Compliance Officer and Assistant Secretary, 2018 - Present; Madison ETFs, Compliance Officer and Assistant Secretary, June 2023 Present; Jackson National Asset Management, LLC, Senior Vice President and Chief Compliance Officer, 2005 2018Greg D. Hoppe1969Vice President;Chief Financial OfficerSince March 2020; Since 2019MIH and MIA, Vice President, 1999 - Present; Madison, Vice President, 2009 Present; Madison Funds and Ultra Series Fund, Chief Financial Officer, 2019 - Present; Madison ETFs, Chief Financial Officer and Treasurer, June 2023 Present29Name and Year of BirthPosition(s) Held with FundTerm of Office and Length of Time ServedPrincipal Occupation(s) During Past Five YearsKyle Schalow1995Assistant TreasurerSince July 2024Madison and MIA, Senior Accountant, 2022 - Present; Madison Funds, Ultra Series Fund and Madison ETFs Trust, Assistant Treasurer, July 2024 PresentBaker Tilly US LLP, Senior Accountant, 2018 2022Terri Wilhelm1968Secretary;Assistant SecretarySince July 2024; from 2022 - June 2024Madison and MIA, Senior Compliance Analyst, September 2022 Present; Madison Funds and Ultra Series Fund, Secretary, July 2024 - Present and Assistant Secretary 2022 June 2024; Madison ETFs, Secretary July 2024 - Present and Assistant Secretary, June 2023 July 2024;State of Wisconsin Investment Board, Senior Paralegal, 2017 2022Brandon Redwing1979Assistant Secretary andAnti-Money Laundering OfficerSince July 2024Madison and MIA, Mutual Fund Operations Manager, April 2024 - Present; Madison Funds, Ultra Series Fund and Madison ETFs Trust, Assistant Secretary and Anti-Money Laundering Officer, July 2024 Present. SS&C Technologies, Client Relationship Manager 2020 March 2024Current Board Committees, Leadership Structure and Risk Oversight Committees. The Current Board has determined that the efficient conduct of the trustees affairs makes it desirable to delegate responsibility for certain specific matters to committees of the Current Board. The committees meet as often as necessary, either in conjunction with regular meetings of the trustees or otherwise. The Current Board currently has two standing committees: the Audit Committee and the Nominating and Governance Committee.Audit Committee. The Current Board has an Audit Committee which is comprised of Richard E. Struthers (Chair), Steven P. Riege and Scott C. Jones. In addition to being independent trustees, as defined under the 1940 Act, each of these trustees also meets the additional independence requirements set forth in the NYSE Listed Company rules. The Audit Committee is charged with selecting an independent registered public accounting firm for the Fund and reviewing accounting matters with the Funds independent registered public accounting firm. The Audit Committee 30of the Current Board met four times during the last fiscal year. The Audit Committee presents the following report:The Audit Committee: (i) reviewed and discussed with management of the Fund the audited financial statements of the Fund for the fiscal year ended December 31, 2023; (ii) discussed with the Funds independent registered public accounting firm the matters required to be discussed under Public Company Accounting Oversight Board ("PCAOB") Auditing Standard No. 16, Communications with Audit Committee and all other communications required by other PCAOB Standards or Rules; and (iii) received the written disclosures and the letter from the Funds independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent accountants communications with the Audit Committee concerning the independence of the Funds independent registered public accounting firm. Based on these reviews and discussions, the Audit Committee recommended to the Current Board that the financial statements be included in the Funds Annual Report for the fiscal year ended December 31, 2023 and filed with the SEC.The Audit Committee is governed by a written charter, the most recent version of which was approved by the Current Board on May 23, 2024 (the Audit Committee Charter). In accordance with proxy rules promulgated by the SEC, the Funds Audit Committee Charter is required to be filed at least once every three years as an exhibit to the Funds proxy statement, and was last filed in 2022 as Attachment A to the Funds proxy statement. It is also available on the Funds website at www.madisonfunds.com. You may request a hard copy of the Audit Committee Charter to be mailed to you by calling the Fund toll-free at 1-800-767-0300.Nominating & Governance Committee. The Current Board has a Nominating & Governance Committee which is comprised of Steven P. Riege (Chair), Richard E. Struthers and Scott C. Jones. In addition to being independent trustees, as defined under the 1940 Act, each of these trustees also meets the additional independence requirements set forth in the NYSE Listed Company rules. The Nominating & Governance Committee of the Current Board met four times during the last fiscal year.The Nominating & Governance Committee is governed by a written charter, the most recent version of which was approved by the Current Board on February 22, 2024 (the Nominating & Governance Committee Charter). In accordance with proxy rules promulgated by the SEC, the Funds Nominating & Governance Committee Charter is required to be filed at least once every three years as an exhibit to the Funds proxy statement, and was last filed in 2022 as Attachment B to the Funds proxy statement. It is also available on the Funds website at www.madisonfunds.com. You may request a hard copy of the Nominating & Governance Committee Charter to be mailed to you by calling the Fund toll-free at 1-800-767-0300.As part of its duties, the Nominating & Governance Committee makes recommendations to the full Current Board with respect to candidates for the board. The Nominating & Governance Committee also will consider 31trustee candidates recommended by shareholders. In considering candidates submitted by shareholders, the Nominating & Governance Committee will take into consideration the needs of the board and the qualifications of the candidate. To have a candidate considered by the Nominating & Governance Committee, a shareholder must submit the recommendation in writing and must include the information required by the Procedures for Shareholders to Submit Nominee Candidates, which are set forth in Appendix A to the Nominating & Governance Committee Charter. The shareholder recommendation must be sent to the Funds Secretary, c/o Madison Asset Management, LLC, 550 Science Drive, Madison, Wisconsin 53711.Leadership Structure. The Current Board is relatively small and operates in a collegial atmosphere. Although no member is formally charged with acting as Chair, Mr. Ryan, the President of the Fund, acts as the Chairperson of board meetings. All Current Board members are expected to provide their input into establishing the boards meeting agenda. Likewise, each Current Board meeting contains a standing agenda item for any board member to raise new or additional items he or she believes is important in connection with Fund governance. The Current Board has charged Mr. Riege with acting as the lead independent trustee for purposes of communicating with Madison, the Funds Chief Compliance Officer, counsel to the independent trustees and Fund counsel on matters relating to the Current Board as a whole. The independent trustees often meet in executive session without representatives of Madison present (including meetings with counsel, the Chief Compliance Officer, and the Funds independent public accounting firm).Current Boards Role in Risk Oversight. Madison is responsible for the overall risk management of the Fund, which includes supervising its affiliated and third-party service providers and identifying and mitigating possible events that could adversely impact the Funds business, operations or performance. Risks to the Fund include investment, legal, compliance and regulatory risks, as well as the risk of operational failure or lack of business continuity. The Current Board oversees risk management of the Funds investment programs through the Audit Committee and through oversight by the Current Board itself. The Chief Compliance Officer of the Fund, who reports directly to the independent trustees, provides the Current Board with quarterly updates and a comprehensive annual report regarding the processes and controls in place to address regulatory, compliance, legal and operational risk. The Current Board exercises its oversight in conjunction with Madison, the Funds Chief Compliance Officer, Fund counsel and counsel to the independent trustees by requesting reports and presentations at regular intervals throughout the year. Additionally, the Audit Committee receives periodic reports from the Funds independent accountants. The Current Boards committee structure requires an independent trustee to serve as chair of the Nominating & Governance Committee and the Audit Committee. The Current Board receives regular written reports describing and analyzing the investment performance of the Fund. In addition, the portfolio managers of the Fund meet with the Current Board periodically to discuss portfolio performance and answer the Boards questions with respect to portfolio strategies and risks. The Current Board also receives regular written reports from the Funds Chief Financial Officer that enable the Board to monitor the number of fair valued securities in the Funds portfolio, the reasons for the fair valuation and the methodology used to arrive at the fair value. Such reports 32also include information concerning illiquid securities within the Funds portfolio. The Current Board and/or the Audit Committee may also review valuation procedures and pricing results with the Funds independent auditors in connection with the review of the results of the audit of the Funds year-end financial statements. The Current Board also receives regular compliance reports prepared by the compliance staff of Madison, and meets regularly with the Funds Chief Compliance Officer to discuss compliance issues, including compliance risks. As required under applicable rules, the independent trustees meet regularly in executive session with the Funds Chief Compliance Officer. The Current Board also adopts compliance policies and procedures for the Fund and approves such procedures as appropriate for certain of the Funds service providers. The compliance policies and procedures are specifically designed to detect and prevent violations of the federal securities laws.The Current Board recognizes that it is not possible to identify all of the risks that may affect the Fund or to develop processes and controls to eliminate or mitigate their occurrence or effects. The Current Board periodically reviews the effectiveness of its oversight of the Fund and the processes and controls in place to limit identified risks. The Current Board may, at any time and in its discretion, change the manner in which it conducts its risk oversight role.Given the small size of the Current Board, its committee structure, the openness of Current Board meetings to active input by all Current Board members, its utilization of executive sessions, the role of the lead independent trustee and the Current Boards quarterly focus on compliance and risk management, the Current Board has determined that its current leadership structure is appropriate for the protection of Fund investors.New Board Proposed Committees, Leadership Structure and Risk Oversight Committees. It is expected that the New Board will establish two standing committees, an Audit Committee and a Governance Committee. The committees are expected to meet as often as necessary, either in conjunction with regular meetings of the trustees or otherwise.Audit Committee. The Audit Committee will be generally responsible for reviewing and evaluating issues related to the accounting and financial reporting policies and internal controls of the Fund and, as appropriate, the internal controls of certain service providers, overseeing the quality and objectivity of the Funds financial statements and the audit thereof and acting as a liaison between the New Board and the Funds independent registered public accounting firm. It is expected that the Audit Committee will be composed entirely of independent trustees. The Audit Committee will be governed by a written Audit Committee Charter, which will be approved by the New Board at its first meeting. Once approved, a copy of the Audit Committee Charter will be available on the Funds website at www.xainvestments.com.Governance Committee. The Governance Committee will be responsible for recommending qualified candidates to the New Board in the event that a position is vacated or created. In considering trustee nominee candidates, the Governance Committee will take into account a wide variety of factors, including the overall diversity of the New Boards composition. It is expected that the Governance Committee will be composed entirely of 33independent trustees. It is anticipated that the Governance Committee will consider recommendations by shareholders if a vacancy were to exist. In considering candidates recommended to the Governance Committee by shareholders, the Governance Committee will take into consideration the needs of the New Board and the qualifications of the candidate. The Governance Committee may also take into consideration the number of shares held by the recommending shareholder and the length of time that such shares have been held. In order to be considered, following the Closing Date, such recommendations should be forwarded to the Secretary of the Fund, c/o XA Investments LLC, 321 North Clark Street, Suite 2430, Chicago, Illinois 60654. The Governance Committee will be governed by a written Governance Committee Charter, which will be approved by the New Board at its first meeting. Once approved, a copy of the Governance Committee Charter will be available on the Funds website at www.xainvestments.com.Leadership Structure. The primary responsibility of the New Board will be to represent the interests of the Fund and its shareholders, and to provide oversight of the management of the Fund. The New Board will be comprised of five trustees, four of whom (including the chairperson) are independent trustees and one of whom is an interested trustee. Generally, the New Board will act by majority vote of all the trustees, including a majority vote of the independent trustees if required by applicable law.It is proposed that Mr. Dingens will be appointed as the independent chairperson, who will preside at meetings of the New Board and who will be responsible for, among other things, setting the tone of New Board meetings and seeking to encourage open dialogue and independent inquiry among the New Trustees and management. The New Board will meet regularly four times each year to discuss and consider matters concerning the Fund, and also hold special meetings to address matters arising between regular meetings. Regular meetings generally will take place in-person; other meetings may take place in-person or by telephone. The New Board will establish two standing committees (as described above) and will delegate certain responsibilities to those committees, each of which will be comprised solely of independent trustees. The New Board and its committees will meet periodically throughout the year to oversee the Funds activities, review contractual arrangements with service providers, review the Funds financial statements, oversee compliance with regulatory requirements, and review performance. The independent trustees will be represented by independent legal counsel at board and committee meetings and will regularly meet outside the presence of Fund management. The New Board believes that this leadership structure, including an independent chairperson, a supermajority of independent trustees and committee membership limited to independent trustees, is appropriate in light of the characteristics and circumstances of the Fund.New Boards Role in Risk Oversight. The New Board will oversee risk directly and through the committee structure it intends to establish. As described above, the New Board expects to establish an Audit Committee and a Governance Committee to assist in its oversight functions, including its oversight of the risks of the Fund. Each committee will report its activities to the New Board on a regular basis. The New Board intends to adopt and periodically review policies, procedures and controls designed to address different types of risks, including, among others, investment risk, liquidity risk, operational risk, and valuation risk, as well as the overall business risk 34relating to the Fund. The New Board will also oversee the implementation of a variety of processes, procedures and controls by the Fund, XAI, Madison and other service providers to the Fund to address various risks. In addition, as part of the New Boards anticipated periodic review of the Funds service provider agreements, including agreements with XAI and Madison, the New Board may consider risk management aspects of the service providers operations and the functions for which they are responsible.The New Board will appoint a Chief Compliance Officer for the Fund, who will oversee the development of compliance policies and procedures of the Fund that are reasonably designed to minimize the risk of violations of the federal securities laws. The Chief Compliance Officer will report directly to the New Boards independent trustees, and will provide presentations to the New Board at its quarterly meetings and an annual report on the application of the compliance policies. The New Board will discuss relevant risks affecting the Fund with the Chief Compliance Officer at these meetings. The New Board will approve compliance policies and will review the Chief Compliance Officers reports. Further, the New Board will annually review the effectiveness of the compliance policies, as well as the appointment and compensation of the Chief Compliance Officer.The New Board will require officers of the Fund to report to the New Board on a variety of matters at regular and special meetings of the New Board and its committees, as applicable, including matters relating to risk management. The Audit Committee will also receive reports from the Funds independent registered public accounting firm on internal control and financial reporting matters. In addition, the New Board will receive reports from XAI and Madison on the investments and securities trading of the Fund. The New Board will also require XAI and Madison to report to the New Board on other matters relating to risk management on a regular and as-needed basis.Board CompensationThe following table sets forth the compensation paid to each member of the Current Board by the Fund for the Funds fiscal year ended December 31, 2023. In addition, all independent trustees are reimbursed for reasonable travel and out-of-pocket expenses incurred to attend meetings of the Current Board or its committees. The Funds interested trustees and officers receive no compensation from the Fund for performing the duties of their office. 35Trustee NameAggregate Compensationfrom FundTotal Compensation from Fund and Madison Fund Complex(1)Scott C. Jones$12,000$74,000Steven P. Riege(2)$13,000$123,000Richard E. Struthers$12,000$115,000(1) The term Madison Fund Complex refers to (i) the Madison Funds with 15 portfolios, (ii) the Ultra Series Fund with 14 portfolios, (iii) the Madison ETFs Trust with 4 active portfolios, and (iv) the Fund. (2) As lead independent trustee, Mr. Riege receives an additional $8,000 from the Madison Fund Complex, $1,000 of which is allocated to the Fund.Board Transactions with Fund AffiliatesAs of the date hereof, none of the independent trustees on the Current Board, the nominees for independent trustee on the New Board, nor their immediate family members owned beneficially or of record any securities of Madison, XAI, or any of their affiliates. In addition, during the past five years, neither the independent trustees on the Current Board, the nominees for independent trustee on the New Board, nor members of their immediate families, had a direct or indirect interest, the value of which exceeds $120,000, in Madison, XAI, or any of their affiliates. Likewise, since the beginning of the last two completed fiscal years of the Fund, neither the independent trustees on the Current Board, the nominees for independent trustee on the New Board, nor members of their immediate families had a direct or indirect interest in any transaction or series of transactions, the value of which exceeds $120,000 and to which any of the following persons was (or is to be) a party: (i) the Fund, (ii) any officer of the Fund, or (iii) Madison, XAI, or any of their affiliates. Consequences of Shareholders not approving the New BoardIf the New Board is not approved by shareholders, the Fund will abandon all three Proposals, and Madison will continue to serve as the investment adviser of the Fund and the Current Board will continue to oversee the Fund. Recommendation of the Board of TrusteesFor the reasons set forth above, the Current Board recommends that shareholders of the Fund vote FOR each New Trustee.36ADDITIONAL INFORMATIONInformation about the FundThe Fund is a closed-end management investment company organized as a Delaware statutory trust. Madison Asset Management, LLC is the investment adviser to the Fund. Madisons principal office is located at 550 Science Drive, Madison, Wisconsin 53711. In addition to investment management services, under the Existing Advisory Agreement, Madison is also responsible for managing the Funds administrative affairs under an Existing Services Agreement, and in this capacity, oversees State Street Bank and Fund Company (State Street), which currently serves as sub-administrator to the Fund. State Streets address is 801 Pennsylvania Avenue, Kansas City, Missouri 64105. The Funds current custodian is State Street, and its current transfer agent is Computershare, 150 Royall Street, Suite 101, Canton, MA 02021. The Fund does not place any brokerage transactions with any affiliates of Madison. XA Investments LLC is proposed to be the new investment adviser to the Fund as a result of the Transaction, with Madison serving as the subadviser to the Fund. XAIs principal office is located at 321 North Clark Street, Suite 2430, Chicago, Illinois 60654. Information about MadisonMadison Asset Management, LLC was founded in 1974, and is a direct, wholly-owned (100% owned) subsidiary of Madison Investment Holdings (MIH), the ultimate corporate parent of Madison. Both Madisons and MIH's principal office is located at 550 Science Drive, Madison, Wisconsin 53711. As of May 31, 2024, Madison and its affiliates managed approximately $25.7 billion in assets, including open-end mutual funds, separately managed accounts and wrap accounts. Exhibit B contains information with respect to other funds managed by Madison which have a similar investment objective as the Fund. The mailing address of principal officers and directors of MIH is 550 Science Drive, Madison, Wisconsin 53711. Information regarding the principal executive officers and directors of Madison is as follows: NameTitle/Principal OccupationSteven CarlChairman of the Board and Board Member of MIH; (Principal Executive Officer; Chief Distribution Officer)Paul LefurgeyBoard Member of MIH(Retired)Frank BurgessBoard Member of MIH(Retired)Richard EisingerBoard Member of MIH(Head of Equities, Portfolio Manager)Information about XAIXA Investments LLC was founded in 2016 by XMS Capital Partners. XAIs principal office is located at 321 North Clark Street, Suite 2430, Chicago, Illinois 60654. As of May 31, 2024, XAI and its affiliates managed $681 million in assets, including two closed-end funds. XAI also provides investment fund restructuring and consulting services focused on closed-end 37funds. Exhibit B contains information with respect to other funds managed by XAI which have a similar investment objective as the Fund. Information regarding the principal executive officers and directors of XAI is as follows:NameTitleJohn Yogi SpenceCo-Chief Executive OfficerTheodore F. BrombachCo-Chief Executive OfficerKimberly Ann FlynnPresidentBenjamin D. McCullochGeneral Counsel & Managing DirectorKevin B. DavisManaging Director & Head of SalesInformation about Independent Registered Public Accounting FirmFor the fiscal years ended December 31, 2022 and December 31, 2023, and the current fiscal year ending December 31, 2024, Deloitte & Touche LLP (D&T) has been selected as the Funds independent registered public accounting firm by the Audit Committee of the Fund to audit the accounts of the Fund. The Fund does not know of any direct or indirect financial interest of D&T in the Fund. Representatives of D&T will not be in attendance at the Meeting.Audit Fees. The aggregate fees billed to the Fund by D&T for professional services rendered for the audit of the Funds annual financial statements for the Funds fiscal years ended December 31, 2022 and December 31, 2023 were approximately $23,950 and $24,450, respectively.Audit-Related Fees. The aggregate fees billed by D&T and approved by the Audit Committee of the Fund for the Funds fiscal years ended December 31, 2022 and December 31, 2023 for assurance and related services reasonably related to the performance of the audit of the Funds annual financial statements were $0 and $0, respectively. D&T did not perform any other assurance and related services that were required to be approved by the Funds Audit Committee for such periods.Tax Fees. The aggregate fees billed by D&T and approved by the Audit Committee of the Fund for the Funds fiscal years ended December 31, 2022 and December 31, 2023 for professional services rendered for tax compliance, tax advice, and tax planning were approximately $4,652 and $4,799, respectively (such fees relate to tax services provided by D&T in connection with the review of the Funds tax returns). D&T did not perform any other tax compliance or tax planning services or render any tax advice that was required to be approved by the Funds Audit Committee for such periods.All Other Fees. Other than those services described above, D&T did not perform any other services on behalf of the Fund for the Funds fiscal years ended December 31, 2022 and December 31, 2023.Audit Committees Pre-Approval Policies and Procedures. As noted above, the Audit Committee is governed by the Audit Committee Charter, which includes Pre-Approval Policies and Procedures. The Audit Committee of the Fund has (i) pre-approved all audit and non-audit services provided by D&T to the Fund, and (ii) all non-audit services provided by D&T to Madison, or any entity controlling, controlled by, or under common control with Madison that provides ongoing services to the Fund which are related to the operations of the Fund (of which there were none), for the fiscal years ended December 3831, 2022 and December 31, 2023. None of the services described above for the Funds fiscal years ended December 31, 2022 and December 31, 2023 were approved by the Audit Committee pursuant to the pre-approval exception under Rule 2-01(c)(7)(i)(c) of Regulation S-X promulgated by the SEC.Voting InformationGeneral; Record Date. The record holders of the outstanding shares of the Fund as of the close of business on July 22, 2024 (the Record Date) are entitled to vote at the Meeting and any adjournment or postponement thereof. Each shareholder is entitled to one vote per share and a fractional vote with respect to fractional shares. Whether you expect to be personally present at the Meeting or not, we encourage you to vote by proxy. You can do this by phone or the Internet or by completing, dating, signing, and returning the accompanying proxy card using the enclosed postage prepaid envelope. By voting by proxy, your shares will be voted as you instruct. If no choice is indicated, your shares will be voted FOR each Proposal, and in the discretion of the persons named as proxies on such other matters that properly may come before the Meeting.Any shareholder giving a proxy may revoke it at any time before it is exercised at the Meeting by submitting to the Secretary of the Fund a written notice of revocation or a subsequently signed proxy card (i.e., a later-dated proxy), or by attending the Meeting and voting in person. A prior proxy can also be revoked by proxy voting again through the website or toll-free number noted on the enclosed proxy card. Proxy cards and written notices of revocation must be received by the Fund prior to the Meeting. If not so revoked, the shares represented by the proxy will be voted at the Meeting and any postponements or adjournments of the Meeting. Attendance by a shareholder at the Meeting does not by itself revoke a proxy.As of the Record Date, the Fund had 21,087,537 shares issued and outstanding.Solicitation of Proxies and Related Costs. The solicitation of proxies will occur principally by mail. In addition to solicitation by mail, certain officers and representatives of the Fund and officers and employees of Madison (who will receive no extra compensation for their services) and representatives of the Funds proxy solicitor, Computershare, may solicit proxies by telephone, the Internet, facsimile, letter, or other electronic means. If instructions are recorded by telephone, the person soliciting the proxies will use procedures designed to authenticate shareholders identities to allow shareholders to authorize the voting of their shares in accordance with their instructions, and to confirm that a shareholders instructions have been properly recorded.The expenses incurred in connection with preparing the Proxy Statement and its enclosures and all related legal and proxy solicitation expenses will be paid by Madison and/or XAI. These expenses are estimated to be approximately $250,000.Quorum. In order for a vote on any Proposal to be taken at the Meeting, there must exist a quorum of shareholders of the Fund eligible to vote on such Proposal. To have a quorum, the holders of a majority of the shares entitled to vote on each Proposal must be present in person or by proxy at the Meeting. 39For this purpose, whether a quorum exists is determined on a Proposal-by-Proposal basis.Abstentions and Broker Non-Votes. For purposes of determining the presence of a quorum for each Proposal, abstentions and broker non-votes are treated as present. Broker non-votes occur when a nominee holding shares for a beneficial owner does not vote on a Proposal because the nominee does not have discretionary voting powers with respect to that Proposal and has not received instructions from the beneficial owner. Abstentions and broker non-votes have the effect of a vote against Proposals 1 and 2, while abstentions and broker non-votes have no effect on the outcome of Proposal 3. Adjournment. It may become necessary from time to time to adjourn the Meeting in order to allow more time to solicit additional proxies, as necessary, if there are insufficient votes at the time of the Meeting to constitute a quorum or to approve any Proposal. Under the Funds governing documents, any meeting of shareholders, whether or not a quorum is present, may be adjourned from time to time by: (i) the vote of the majority of the shares represented at that meeting, either in person or by proxy; or (ii) in his or her discretion by the chairperson of the meeting. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting. Accordingly, if a quorum is not present at the Meeting with respect to any Proposal, it is expected that the holders of proxies will vote to authorize the adjournment of the Meeting with respect to such Proposal(s) in order to solicit additional proxies. Even if a quorum is present at the Meeting with respect to some or all Proposals, but there are insufficient votes to approve a Proposal, it is also expected that the holders of proxies will vote to authorize the adjournment of the Meeting to solicit additional proxies with respect to such Proposal(s). If the Meeting is adjourned, the adjourned meeting must be held not later than 180 days after the Record Date and may be held without further notice, other than an announcement at the Meeting in accordance with the Funds governing documents and as permitted under Delaware law. Votes Required to Pass the ProposalsProposal 1. In order for the New Advisory Agreement to be approved, it must be approved by the holders of a majority of the outstanding voting securities of the Fund. The term majority of the outstanding voting securities (as defined in the 1940 Act and used in this Proxy Statement) means: the affirmative vote of the lesser of (i) 67% or more of the voting securities of the Fund present at the Meeting if more than 50% of the outstanding voting securities of the Fund are present in person or by proxy, or (ii) more than 50% of the outstanding voting securities of the Fund. Proposal 2. In order for the New Subadvisory Agreement to be approved, it must be approved by the holders of a majority of the outstanding voting securities of the Fund, using the same definition of this term described above regarding Proposal 1. Proposal 3. In order for the New Trustees to be elected, the entire slate of nominees must be approved by the affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote at the Meeting. Votes withheld will have the same effect as a vote against the Proposal.Please note that if you sign, date, and return the proxy card, but do not specify a vote on each Proposal, your shares will be voted in favor of each Proposal, and in the discretion of the proxies named therein with respect to any other 40business that may properly come before the Meeting or any postponements or adjournments thereof. IMPORTANT: Each Proposal must be approved in order for the Fund to move forward with any of the Proposals. If shareholders do not approve one of the Proposals, the Fund will abandon all three Proposals, and Madison will continue to serve as the investment adviser of the Fund and the Current Board will continue to oversee the Fund. No Dissenters RightsShareholders have no rights under applicable law or the Funds Declaration of Trust or Bylaws to exercise dissenters rights of appraisal with respect to any Proposal.Summary of Certain Aspects of Delaware Control Share Acquisition StatuteThe Fund is subject to the control share acquisition statute (the Control Share Statute) contained in Subchapter III of the Delaware Statutory Trust Act (the DSTA), which became automatically applicable to listed closed-end funds, such as the Fund.The Control Share Statute provides for a series of voting power thresholds above which shares are considered control beneficial interests (referred to here as control shares). Once a threshold is reached, an acquirer has no voting rights under the DSTA with respect to shares acquired in excess of that threshold (i.e., the control shares) unless approved by shareholders of the Fund or exempted by the Board. The Control Share Statute provides procedures for an acquirer to request a shareholder meeting for the purpose of considering whether voting rights shall be accorded to control shares.The foregoing is only a summary of certain aspects of the Control Share Statute. Some uncertainty around the application under the 1940 Act of state control share statutes exists as a result of recent federal and state court decisions that have found that certain control share acquisition provisions violate the 1940 Act.Security Ownership of Management, Trustees and Principal ShareholdersAs of the Record Date, to the best of the knowledge of the Fund, no trustee or officer of the Fund beneficially owned 1% or more of the outstanding shares of the Fund, and the trustees and the officers of the Fund, as a group, beneficially owned less than 1% of the outstanding shares of the Fund. The Current Board is not aware of any arrangements, the operation of which may result in a change in control of the Fund. The following table shows the dollar range of the Funds equity securities that are beneficially owned* by each member of the Current Board and the existing officers as of the Record Date. As of the same date, the nominees for New Trustee did not hold any equity securities of the Fund. * Beneficial Ownership is determined in accordance with Section 16a-1(a)(2) of the Exchange Act.41Trustee/Officer NameDollar Range of Beneficially-Owned Securities of the FundAggregate Dollar Range of Beneficially-Owned Securities of the Madison Fund Complex(1)Scott C. JonesNoneOver $100,000Steven P. RiegeNone$10,001 - $50,000Richard E. StruthersNone$10,001 - $50,000Jill M. Friedow$0 - $10,000$50,001 - $100,000Patrick F. RyanNoneOver $100,000Steve J. FredricksNone$50,001 - $100,000Greg D. HoppeNoneOver $100,000Brandon RedwingNone$1 - $10,000Kyle SchalowNoneNoneTerri WilhelmNoneNone(1) The term Madison Fund Complex refers to (i) the Madison Funds with 15 portfolios, (ii) the Ultra Series Fund with 14 portfolios, (iii) the Madison ETFs Trust with 4 active portfolios, and (iv) the Fund.As of the Record Date, to the knowledge of the Fund, no person owned of record or owned beneficially more than 5% of the voting securities of the Fund.Section 16 Beneficial Ownership Reporting ComplianceSection 16(a) of the Exchange Act and Section 30(h) of the 1940 Act require the Funds executive officers and trustees, certain officers of the Funds investment adviser, affiliated persons of the investment adviser, and persons who beneficially own more than 10% of the Funds shares to file certain reports of ownership (Section 16 filings) with the SEC and the NYSE. Based upon the Funds review of the copies of such forms effecting the Section 16 filings received by it, the Fund believes that for Funds fiscal year ended December 31, 2023, all filings applicable to such persons were completed and filed in a timely manner.HouseholdingThe SEC has adopted rules that permit investment companies, such as the Fund, to satisfy delivery requirements for proxy statements with respect to two or more shareholders sharing the same address by delivering a single proxy statement addressed to those shareholders. This process, which is commonly referred to as householding, could result in extra convenience and cost savings for the Fund and its shareholders.If possible, depending on shareholder registration and address information, and unless you have otherwise opted out, only one copy of this Proxy Statement will be sent to shareholders at the same address. However, each shareholder will receive separate proxy cards. If you currently receive multiple copies of proxy statements or shareholder reports and would like to request to receive a single copy of documents in the future, please contact your financial services firm.42Shareholder Proposals for Subsequent MeetingsShareholder proposals intended for inclusion in the Funds proxy statement in connection with the Funds 2025 Annual Meeting of Shareholders pursuant to Rule 14a-8 under the Exchange Act, must be received by the Fund at its principal executive offices by February 12, 2025. In order for the proposals made outside of Rule 14a-8 under the Exchange Act to be considered timely within the meaning of Rule 14a-4(c) under the Exchange Act, such proposals much be received by the Fund at its principal executives offices not later than the close of business on May 3, 2025, nor earlier than the close of business on April 3, 2025. The timely submission of a proposal does not guarantee its inclusion. Whether a proposal is included in a proxy statement will be determined in accordance with applicable federal and state laws, as well as the Funds governing documents.Other Matters to Come Before the MeetingNo business other than the Proposals described in this Proxy Statement are expected to come before the Meeting, but should any other matter requiring a vote of shareholders arise, the persons named as proxies will vote thereon in their discretion according to their best judgment in the interests of the Fund and its shareholders.Dated: August 7, 2024PLEASE COMPLETE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED ENVELOPE. YOU MAY ALSO VOTE BY INTERNET OR TELEPHONE IN ACCORDANCE WITH THE INSTRUCTIONS SET FORTH ON THE ENCLOSED PROXY CARD.43EXHIBIT ANEW INVESTMENT ADVISORY AGREEMENTINVESTMENT ADVISORY AGREEMENTINVESTMENT ADVISORY AGREEMENT (the Agreement), dated as of [ ], 2024 between Madison Covered Call and Equity Strategy Fund, a Delaware statutory trust (the Trust), and XA Investments LLC, a Delaware limited liability company (the Adviser).WHEREAS, the Adviser has agreed to furnish investment management and advisory services to the Trust, a closed-end management investment company registered under the Investment Company Act of 1940, as amended (the 1940 Act);WHEREAS, the Adviser is a registered investment adviser under the Investment Advisers Act of 1940, as amended (the Advisers Act); WHEREAS, this Agreement has been approved in accordance with the provisions of the 1940 Act, and the Adviser is willing to furnish such services upon the terms and conditions herein set forth; andNOW, THEREFORE, in consideration of the mutual premises and covenants herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged, it is agreed by and between the parties hereto as follows:1. Appointment(a) The Trust hereby appoints the Adviser to act as the investment adviser to the Trust and to furnish the management and investment advisory services described herein, for the period and upon the terms herein set forth.(b) The Adviser hereby agrees, all as more fully set forth herein, to act as investment adviser to the Trust with respect to the investment of the Trusts assets and to supervise and arrange for the day-to-day operations of the Trust and the purchase of securities for and the sale of securities held in the investment portfolio of the Trust.(c) The Adviser for all purposes in this Agreement will be deemed to be an independent contractor and, unless otherwise expressly provided or authorized in this Agreement, will have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. 2. Duties and Obligations of the Adviser with Respect to Investment of Assets of the Trust. (a) Subject to the direction and control of the Trusts Board of Trustees, the Adviser shall:(i) act as investment adviser for and supervise and manage the investment and reinvestment of the Trusts assets and, in connection therewith, have complete discretion in purchasing and selling securities and other assets for the Trust and in voting, exercising consents and exercising all other rights appertaining to such securities and other A-1assets on behalf of the Trust; (ii) supervise the investment program of the Trust and the composition of its investment portfolio; and (iii) arrange, subject to the provisions of Section 5 hereof, for the purchase and sale of securities and other assets held in the investment portfolio of the Trust. (b) In performing its duties under this Section 2, the Adviser may delegate some or all of its duties and obligations under this Agreement to one or more investment sub-advisers; provided, however, that any such delegation shall be pursuant to an agreement with terms agreed upon by the Trust and approved in a manner consistent with the 1940 Act and provided, further, that no such delegation shall relieve the Adviser from its duties and obligations of management and supervision of the management of the Trusts assets pursuant to this Agreement and to applicable law.(c) The Adviser shall maintain business continuity, cybersecurity, disaster recovery and backup capabilities and facilities in keeping with industry standards and Securities and Exchange Commission (SEC) requirements through which the Adviser will be able to perform its obligations hereunder with minimal disruptions or delay. (d) To the extent prohibited by Regulation S-P, the Adviser and its affiliates will not disclose any non-public personal information, as defined in Regulation S-P, received from the Trust regarding any shareholder unless in accordance with an exception under Regulation S-P, or as otherwise may be permitted by law. The Adviser represents and warrants that, in accordance with applicable state privacy laws and Regulation S-P, it has implemented safeguards by adopting policies and procedures reasonably designed to: (i) insure the security and confidentiality of records and non-public personal information of shareholders; (ii) protect against any anticipated threats or hazards to the security or integrity of shareholder records and non-public personal information; and (iii) protect against unauthorized access to or use of such shareholder records or non-public personal information that could result in substantial harm or inconvenience to any shareholder. The Adviser shall treat confidentially all records of the Trust and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where the Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or (ii) when so requested by the Trust.(e) The Adviser acknowledges that, in compliance with the Bank Secrecy Act, as amended, the USA PATRIOT Act, and any implementing regulations thereunder (together, the AML Laws), the Trust has adopted anti-money laundering policies and procedures (the AML Policies). The Adviser agrees to comply with the Trusts AML Policies and the AML Laws, as the same may apply to the Adviser, now and in the future, and understands and agrees that the Trust may disclose information regarding the Adviser to governmental and/or regulatory or self-regulatory authorities to the extent required by applicable law or regulation and may file reports with such authorities as may be required by such law or regulation.A-2(f) The Adviser shall provide such information as may reasonably be requested by the Board under Section 15(c) of the 1940 Act in connection with its annual consideration of this Agreement.3. Duties and Obligations of the Adviser with Respect to the Management of the TrustThe Adviser shall perform the management services necessary for the operation of the Trust, including providing the Trust necessary personnel and such other services as the Adviser, subject to review by the Board of Trustees, from time to time shall determine to be necessary or useful to perform its obligations under this Agreement. The Adviser, also on behalf of the Trust, shall conduct relations with administrators, custodians, depositories, transfer agents, pricing agents, investor support service providers, investor relations providers, dividend disbursing agents, other shareholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable.4. Covenants(a) In the performance of its duties under this Agreement, the Adviser shall at all times conform to, and act in accordance with, any requirements imposed by:(i) the provisions of the 1940 Act and the Advisers Act and all applicable Rules and Regulations of the SEC; (ii) any other applicable provision of law; (iii) the provisions of this Agreement and Declaration of Trust and By-Laws of the Trust, as such documents are amended from time to time; (iv) the investment objective, policies and restrictions of the Trust as set forth in its Registration Statement on Form N-2; and (v) any policies and determinations of the Board of Trustees of the Trust.(b) The Adviser will maintain a written code of ethics (the Code of Ethics) pursuant to Rule 17j-1 under the 1940 Act, a copy of which will be provided to the Trust, and will institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Adviser will follow such Code of Ethics in performing its services under this Agreement.(c) The Adviser will maintain compliance policies and procedures adopted pursuant to Rule 206(4)-7 under the Advisers Act and Rule 38a-1 under the 1940 Act, a copy of which will be provided to the Trust, and follow such compliance policies and procedures in performing its services under this Agreement; and(d) The Adviser will cooperate with the chief compliance officer of the Trust in connection with the implementation and operation of the Trusts compliance policies and procedures adopted pursuant to Rule 38a-1 under the 1940 Act, and will prepare necessary reports and provide the Trusts chief compliance officer with access to information reasonably necessary for the Trust to comply with Rule 38a-1.A-35. Portfolio Transactions(a) In the performance of its duties under this Agreement, the Adviser will place orders either directly with the issuer or with any broker or dealer. Subject to the other provisions of this paragraph, in placing orders with brokers and dealers, the Adviser will attempt to obtain the best price and the most favorable execution of its orders, and all such brokerage placement shall be made in compliance with Section 28(e) of the Securities Exchange Act of 1934, as amended. In placing orders, the Adviser will consider the experience and skill of the firms securities traders as well as the firms financial responsibility and administrative efficiency. Consistent with this obligation, the Adviser may select brokers on the basis of the research, statistical and pricing services they provide to the Trust and other clients of the Adviser. Information and research received from such brokers will be in addition to, and not in lieu of, the services required to be performed by the Adviser hereunder. A commission paid to such brokers may be higher than that which another qualified broker would have charged for effecting the same transaction, provided that the Adviser determines in good faith that such commission is reasonable in terms either of the transaction or the overall responsibility of the Adviser to the Trust and its other clients and that the total commissions paid by the Trust will be reasonable in relation to the benefits to the Trust over the long-term. In no instance, however, will the Trusts securities be purchased from or sold to the Adviser, or any affiliated person thereof, except to the extent permitted by the SEC or by applicable law.(b) At the request of the Board of Trustees of the Trust, the Adviser will identify and provide a written description to the Board of Trustees of soft dollar arrangements that the Adviser maintains with respect to the Trust or with brokers or dealers that execute transactions for the Trust, and of research and other services provided to the Adviser by a broker or dealer (whether prepared by such broker or dealer or by a third party) as a result, in whole or in part, of the direction of Trust transactions to the broker or dealer. (c) From time to time, the Adviser or brokers or dealers affiliated with it may find themselves in a position to buy for certain of their clients (each an Account) securities which the Advisers investment advisory clients wish to sell, and to sell for certain of their clients securities which other advisory clients wish to buy. Where one of the parties is an advisory client, the Adviser or the affiliated broker or dealer cannot participate in this type of transaction (known as a cross transaction) on behalf of an advisory client and retain commissions from one or both parties to the transaction without the advisory clients consent. This is because in a situation where the Adviser is making the investment decision (as opposed to a brokerage client who makes his own investment decisions), and the Adviser or an affiliate is receiving commissions from both sides of the transaction, there is a potential conflicting division of loyalties and responsibilities on the Advisers part regarding the advisory client. The SEC has adopted a rule under the Advisers Act that permits the Adviser or its affiliates to participate on behalf of an Account in agency cross transactions if the advisory client has given written consent in advance. By execution of this Agreement, the Trust authorizes the Adviser or its affiliates to participate in agency cross transactions involving an Account. The Trust may revoke its consent at any time by written notice to the Adviser.A-46. ConfidentialityEach of the Trust and the Adviser acknowledge and agree that pursuant to this Agreement, either party may have access to the other partys confidential and proprietary information and materials concerning or pertaining to the others business. Each party will receive and hold such information in the strictest confidence, and acknowledge, represent, and warrant that it will use its best efforts to protect the confidentiality of this information. Each party agrees that, without the prior written consent of the other party, which approval shall not be unreasonably withheld, they will not use, copy, or divulge to third parties or otherwise use, except in accordance with the terms of this Agreement, any information obtained from or through the other party in connection with this Agreement; provided, however, this covenant shall not apply to information (i) which is in the public domain now or when it becomes in the public domain in the future, other than by reason of a breach of this Agreement, (ii) which has come to either party from a lawful source not bound to maintain the confidentiality of such information, other than from the other party or an affiliate or representative of that party, (iii) disclosures which are required by law, regulatory authority, regulation or legal process or are made to any regulatory agency in the normal course of an examination, audit or investigation involving such party, or (iv) disclosure as reasonably necessary in the course of business to third parties subject to a duty to maintain the confidentiality of the information.7. Services Not Exclusive(a) Nothing in this Agreement shall prevent the Adviser or any officer, employee or other affiliate thereof from acting as investment adviser for any other person, firm or corporation, or from engaging in any other lawful activity, and shall not in any way limit or restrict the Adviser or any of its officers, employees or agents from buying, selling or trading any securities for its or their own accounts or for the accounts of others for whom it or they may be acting; provided, however, that the Adviser will undertake no activities which, in its judgment, will adversely affect the performance of its obligations under this Agreement.(b) The Adviser may manage other investment accounts and funds, including those with investment objectives similar to the Trust. Securities considered as investments for the Trust may also be appropriate for other investment accounts and funds that may be managed by the Adviser. Subject to applicable laws and regulations, the Adviser will attempt to allocate equitably portfolio transactions among the portfolios of its other investment accounts and funds purchasing securities whenever decisions are made to purchase or sell securities by the Trust and one or more of such other accounts or funds simultaneously. In making such allocations, the main factors to be considered by the Adviser will be the respective investment objectives of the Trust and such other accounts and funds, the relative size of portfolio holdings of the same or comparable securities, the availability of cash for investment by the Trust and such other accounts and funds, the size of investment commitments generally held by the Trust and such accounts and funds, and the opinions of the persons responsible for recommending investments to the Trust and such other accounts and funds. 8. Books and Records(a) The Adviser undertakes and agrees to maintain or cause others to maintain, in the form and for the period required by Rule 31a-2 A-5under the 1940 Act, all records relating to the Trusts investments that are required to be maintained by the Trust pursuant to the 1940 Act with respect to the Advisers responsibilities under this Agreement for the Trust, and which are not otherwise maintained by the administrator, fund accounting agent, custodian or other service providers to the Trust.(b) In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Adviser hereby agrees that all records which it maintains for the Trust are the property of the Trust and further agrees to surrender promptly to the Trust any such records upon the Trusts request. 9. CustodyNothing in this Agreement will require the Adviser to take or receive physical possession of cash, securities, or other investments of the Trust. 10. Expenses(a) During the term of this Agreement, the Adviser will bear all costs and expenses of its employees and any overhead incurred in connection with its duties hereunder, except as provided pursuant to paragraph (c) of this Section 10, and shall bear the costs of any salaries or trustees fees of any officers or trustees of the Trust who are affiliated persons (as defined in the 1940 Act) of the Adviser.(b) The Trust will bear all other costs, fees and expenses of its operations and transactions, including those relating to: (1) organization; (2) calculation of the Trusts net asset value (including the cost and expenses of any independent valuation firm, agent or other provider); (3) expenses payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for the Trust and in monitoring the Trusts investments; (4) interest payable on indebtedness and dividends and distributions on preferred shares, as applicable, if any, incurred to finance the Trusts investments; (5) offerings of the Trusts common shares and other securities (including, all fees, costs and expenses related thereto); (6) fees payable to third parties, including agents, legal counsel, consultants or other advisors, relating to, or associated with, evaluating and making investments; (7) administrator, transfer agent and custodian fees; (8) federal and state registration fees; (9) all costs of registration and listing the Trusts shares on any securities exchange; (10) federal, state and local taxes; (11) independent trustees fees and expenses; (12) costs of preparing and filing reports or other documents required by governmental bodies (including the SEC), including printing costs; (13) costs of any reports, proxy statements or other notices to shareholders, including printing costs; (14) insurance premiums for fidelity bond and other insurance coverage, including the Trusts allocable portion of the fidelity bond, trustees and officers errors and omissions liability insurance, including independent trustees liability insurance, and any other insurance premium; (15) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; (16) brokerage commissions, assignment fees and other costs in connection with the purchase, holding or sale of securities and other investment instruments (including, without limitation, security settlement costs); (17) expenses incidental to holding meetings of the Trusts shareholders, including proxy solicitations therefor; provided, however, that the Trust will not bear such expenses with respect to any meeting of the Trusts shareholders held for the purpose of seeking shareholder approval of a new investment advisory agreement in connection A-6with a change of control of the Adviser; (18) unusual, non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust is a party and legal obligations that the Trust may have to indemnify the Trusts directors, officers and/or employees or agents with respect to these actions, suits or proceedings; and (19) all other expenses incurred by the Trust in connection with administering the Trusts business.(c) The Trust may, if and to the extent approved by the Board of Trustees, including a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, from time to time reimburse the Adviser for certain costs and expenses incurred by the Adviser in connection with the management of the Trusts assets, which may include the Trusts allocable share of portfolio management and trading software costs, research expenses (including modeling and analytic software costs), diligence expenses and out-of-pocket travel costs incurred in connection with the management of the Trusts assets. For the avoidance of doubt, in no event shall expenses associated with the general overhead of the Adviser be reimbursed by the Trust.11. Compensation of the Adviser(a) The Trust agrees to pay to the Adviser and the Adviser agrees to accept as full compensation for all services rendered by the Adviser as such, a monthly fee in arrears at an annual rate equal to 0.80% of the Trusts average daily value of the Trusts Managed Assets. For any period less than a month during which this Agreement is in effect, the fee shall be prorated according to the proportion which such period bears to a full month of 28, 29, 30 or 31 days, as the case may be. (b) Managed Assets means the total assets of the Trust, including the assets attributable to the proceeds from financial leverage (including through the issuance of preferred shares or the issuance of senior securities representing indebtedness), minus liabilities, other than liabilities related to any financial leverage. (c) For purposes of this Agreement, the total assets of the Trust shall be calculated pursuant to the procedures adopted by resolutions of the Trustees of the Trust for calculating the value of the Trusts assets.(d) The Adviser may elect from time to time, in its sole discretion, to waive its right to reimbursement or its receipt of the advisory fee.12. Representations and Warranties(a) The Trust represents and covenants to the Adviser as follows:(i) The Trust is duly organized and validly existing under the laws of the State of Delaware with the power to own and possess its assets.(ii) The execution, delivery and performance by the Trust of this Agreement are within the Trusts powers and have been duly authorized by all necessary actions of the Board of Trustees, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or A-7regulation, (ii) the Trusts governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instruments binding upon the Trust.(iii) The Trust is, or will be prior to commencing operations, registered as a closed-end management investment company under the 1940 Act and the Trusts shares are, or will be prior to commencing operations, registered under the Securities Act of 1933, as amended, and under any applicable state securities laws, or exempt from such registration.(b) The Adviser represents and covenants to the Trust as follows:(i) The Adviser is duly organized and validly existing under the laws of the State of Delaware.(ii) The execution, delivery and performance by the Adviser of this Agreement are within the Advisers powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance of this Agreement by the parties to this Agreement, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Advisers governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instruments binding upon the Adviser.(iii) The Adviser is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement.13. Limitation on LiabilityThe Adviser will not be liable for any error of judgment or mistake of law or for any loss suffered by Adviser or by the Trust in connection with the performance of this Agreement, except a loss resulting from a breach of a fiduciary duty with respect to the receipt of compensation for services or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder).14. IndemnificationThe Trust shall indemnify, defend and protect the Adviser, its members and their respective officers, managers, partners, agents, employees, controlling persons, members and any other person affiliated with any of them (collectively, the Indemnified Parties) (each of whom shall be deemed a third party beneficiary hereof) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, A-8investigation or other proceeding (including an action or suit by or in the right of the Trust or its security holders) arising out of or otherwise based upon the performance of any of the Advisers duties or obligations under this Agreement or otherwise as an investment adviser of the Trust. Notwithstanding the foregoing provisions of this Section 12 to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Trust or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of any Indemnified Partys duties or by reason of the reckless disregard of the Advisers duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder).15. Duration and Termination(a) This Agreement shall become effective as of the date hereof and, unless sooner terminated with respect to the Trust as provided herein, shall continue in effect for a period of two years. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Trust for successive periods of 12 months, provided such continuance is specifically approved at least annually by both:(i) the vote of a majority of the Trusts Board of Trustees or the vote of a majority of the outstanding voting securities of the Trust at the time outstanding and entitled to vote, and (ii) the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. (b) Notwithstanding the foregoing, this Agreement may be terminated by the Trust at any time, without the payment of any penalty, upon giving the Adviser 60 days notice (which notice may be waived by the Adviser), provided that such termination by the Trust shall be directed or approved by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Trust at the time outstanding and entitled to vote, or by the Adviser on 60 days written notice to the Trust (which notice may be waived by the Trust). (c) This Agreement will immediately terminate in the event of its assignment. (d) As used in this Agreement, the terms majority of the outstanding voting securities, interested person and assignment shall have the same meanings of such terms in the 1940 Act.(e) The terms of Sections 6, 8, 13 and 14, 18, 19 and 20 of this Agreement shall survive the termination of this Agreement.16. NoticesAny notice under this Agreement shall be in writing to the other party at such address as the other party may designate from time to time for the receipt of such notice and shall be deemed to be received on the earlier of the date actually received or on the fourth day after the postmark if such notice is A-9mailed first class postage prepaid.17. Amendment of this AgreementNo provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. Any amendment of this Agreement shall be subject to the 1940 Act.18. Governing LawThis Agreement shall be governed by and construed in accordance with the laws of the State of Delaware for contracts to be performed entirely therein without reference to choice of law principles thereof and in accordance with the applicable provisions of the 1940 Act.19. Use of the NameThe Adviser has consented to the use by the Trust of the name or identifying word XA, XAI or XA Investments in the name of the Trust. Such consent is conditioned upon the employment of the Adviser as the investment adviser to the Trust. The name or identifying word XA, XAI or XA Investments may be used from time to time in other connections and for other purposes by the Adviser and any of its affiliates. The Adviser may require the Trust to cease using XA, XAI or XA Investments in the name of the Trust, if the Trust ceases to employ, for any reason, the Adviser, any successor thereto or any affiliate thereof as investment adviser of the Trust. If so required by the Adviser, the Trust will cease using XA, XAI or XA Investments in its name as promptly as practicable and make all reasonable efforts to remove XA, XAI or XA Investments from its name.20. Miscellaneous(a) The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.(b) If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. (c) Nothing contained in this Agreement will be deemed to require the Trust to take any action contrary to the Trusts Amended and Restated Agreement and Declaration of Trust or By-laws, as they may be amended and/or restated from time to time, or any applicable statute or regulation, or to relieve or deprive the Board of Trustees of its responsibility for and control of the conduct of the affairs of the Trust. (d) This Agreement shall be binding on, and shall inure to the benefit of the parties hereto and their respective successors.(e) This Agreement may be executed in counterparts by the parties hereto, each of which shall constitute an original counterpart, and all of which, together, shall constitute one Agreement. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.A-10(f) This Agreement constitutes the entire understanding and agreement, and supersedes any and all other proposals, understandings, and agreements among the parties with respect to the subject matter hereof.IN WITNESS WHEREOF, the parties hereto have caused the foregoing instrument to be executed by their duly authorized officers, all as of the day and the year first above written.MADISON COVERED CALL & EQUITY STRATEGY FUNDBy: Name: Title: XA INVESTMENTS LLCBy: Name: Title: A-11EXHIBIT BNEW SUBADVISORY AGREEMENTINVESTMENT SUBADVISORY AGREEMENTINVESTMENT SUB-ADVISORY AGREEMENT (the Agreement), dated as of [ ], 2024 (the Effective Date) among Madison Covered Call and Equity Strategy Fund, a Delaware statutory trust (the Trust), XA Investments LLC, a Delaware limited liability company (the Adviser), and Madison Asset Management, LLC a Wisconsin limited liability company (the Sub-Adviser).WHEREAS, the Adviser has agreed to furnish investment management and advisory services to the Trust, a closed-end management investment company registered under the Investment Company Act of 1940, as amended (the 1940 Act);WHEREAS, the investment advisory agreement between the Adviser and the Trust dated as of [ ] (such agreement or the most recent successor agreement between such parties relating to advisory services to the Trust is referred to herein as the Investment Advisory Agreement) contemplates that the Adviser may sub-contract investment advisory services with respect to the Trust to a sub-adviser(s) pursuant to a sub-advisory agreement(s) agreeable to the Trust and approved in accordance with the provisions of the 1940 Act;WHEREAS, the Adviser wishes to retain the Sub-Adviser to provide certain sub-advisory services; WHEREAS, the Sub-Adviser is a registered investment adviser under the Investment Advisers Act of 1940, as amended (the Advisers Act); andWHEREAS, this Agreement has been approved in accordance with the provisions of the 1940 Act, and the Sub-Adviser is willing to furnish such services upon the terms and conditions herein set forth;NOW, THEREFORE, in consideration of the mutual premises and covenants herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged, it is agreed by and between the parties hereto as follows:1. Appointment(a) The Adviser hereby appoints the Sub-Adviser to act as the investment sub-adviser to the Trust and to furnish the services described herein, for the period and upon the terms herein set forth.(b) The Sub-Adviser hereby agrees, all as more fully set forth herein, to act as investment sub-adviser to the Trust and to furnish the services described below with respect to the investment of the Trusts assets and the purchase of securities for and the sale of securities held in the investment portfolio of the Trust.(c) The Sub-Adviser for all purposes in this Agreement will be deemed to be an independent contractor and, unless otherwise expressly provided or authorized in this Agreement, will have no authority to act for or represent the Adviser or the Trust in any way B-1or otherwise be deemed an agent of the Adviser or the Trust. 2. Duties and Obligations of the Sub-Adviser with Respect to Investment of Assets of the Trust(a) Subject to the oversight and supervision of the Adviser and direction and control of the Trusts Board of Trustees, the Sub-Adviser will act as sub-adviser for the Trust and perform one or more of the following services at the request of the Adviser in connection with the investment and reinvestment of the Trusts assets: (i) managing the investment and reinvestment of the assets of the Trust in accordance with the investment policies and guidelines of the Trust;(ii) subject to the provisions of Section 4 hereof, purchasing and selling securities and other assets for the Trust and placing orders for purchases and sales of assets of the Trust; (iii) providing investment research and credit analysis concerning the assets of the Trust; (iv) monitoring on a daily basis the investment activities and portfolio holdings relating to the Trust;(v) voting proxies relating to the Trusts portfolio securities in accordance with the proxy voting policies and procedures of the Sub-Adviser; and(vi) settlement of transactions and completing corporate actions. (b) At the request of the Adviser, the Sub-Adviser will also, subject to the oversight and supervision of the Adviser and the direction and control of the Trusts Board of Trustees, consult with the Adviser as to the overall management of the assets of the Trust and the investment policies and practices of the Trust, including (but not limited to) the use by the Trust of financial leverage and matters relating to such financial leverage (e.g., form, amount and costs) and the utilization by the Trust of any interest rate or other hedging or risk management transactions in connection therewith. (c) In addition, the Sub-Adviser will keep the Trust and the Adviser informed of developments relating to the Sub-Adviser or the Trusts investments materially affecting the Trust and shall, upon request, furnish to the Adviser and the Trust all information relevant to such developments. (d) The Sub-Adviser will periodically communicate to the Adviser or other service providers of the Trust, at such times as the Adviser may request, information concerning the purchase and sale of securities for the Trust and such other information as the Adviser may reasonably require for purposes of fulfilling its obligations to the Trust under the Investment Advisory Agreement.(e) In addition to the investment policies and guidelines of the Trust, the Adviser may from time to time communicate to the Sub-Adviser instructions (the Instructions) in writing that limit or supplement the investment policies and guidelines and are subject to approval by the Sub-B-2Adviser, which approval shall not be unreasonably withheld. Neither the investment policies and guidelines nor the Instructions shall require the Sub-Adviser to obtain capabilities or resources beyond those it possesses as of the Effective Date. The Adviser shall promptly notify the Sub-Adviser, in writing, of any change in the investment policies and guidelines that is made for any reason, including but not limited to a change by the Adviser, the Trust or in any applicable law or regulation. The Adviser acknowledges that the Sub-Adviser may be required to terminate delivery of certain data or services used in managing the Trust in the event the Sub-Adviser is no longer able to obtain such data or services.(f) The Sub-Adviser shall maintain business continuity, cybersecurity, disaster recovery and backup capabilities and facilities in keeping with industry standards and Securities and Exchange Commission (SEC) requirements through which the Sub-Adviser will be able to perform its obligations hereunder with minimal disruptions or delay. (g) To the extent prohibited by Regulation S-P, the Sub-Adviser and its affiliates will not disclose any non-public personal information, as defined in Regulation S-P, received from the Trust regarding any shareholder unless in accordance with an exception under Regulation S-P, or as otherwise may be permitted by law. The Sub-Adviser represents and warrants that, in accordance with applicable state privacy laws and Regulation S-P, it has implemented safeguards by adopting policies and procedures reasonably designed to: (i) insure the security and confidentiality of records and non-public personal information of shareholders; (ii) protect against any anticipated threats or hazards to the security or integrity of shareholder records and non-public personal information; and (iii) protect against unauthorized access to or use of such shareholder records or non-public personal information that could result in substantial harm or inconvenience to any shareholder. The Sub-Adviser shall treat confidentially all records of the Trust and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where the Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or (ii) when so requested by the Trust.(h) The Sub-Adviser acknowledges that, in compliance with the Bank Secrecy Act, as amended, the USA PATRIOT Act, and any implementing regulations thereunder (together, the AML Laws), the Trust has adopted anti-money laundering policies and procedures (the AML Policies). The Sub-Adviser agrees to comply with the Trusts AML Policies and the AML Laws, as the same may apply to the Sub-Adviser, now and in the future, and understands and agrees that the Trust may disclose information regarding the Sub-Adviser to governmental and/or regulatory or self-regulatory authorities to the extent required by applicable law or regulation and may file reports with such authorities as may be required by such law or regulation.(i) The Sub-Adviser shall provide such information as may reasonably be requested by the Adviser and/or the Board of Trustees under Section 15(c) of the 1940 Act in connection with its annual consideration of this Agreement.B-3(i) Nothing in this Agreement is deemed to impose on the Sub-Adviser responsibility for the preparation of the Trusts financial statements or the Trusts other financial and regulatory filing and reporting obligations, provided that the Sub-Adviser shall provide sub-certifications in the form reasonably requested by the Trust relating to the Sub-Advisers services under this Agreement to assist the Trust in complying with the provisions of the Sarbanes-Oxley Act of 2002.3. Covenants(a) In the performance of its duties under this Agreement, the Sub-Adviser shall at all times conform to, and act in accordance with, any requirements imposed by:(i) the provisions of the 1940 Act and the Advisers Act and all applicable Rules and Regulations of the SEC; (ii) any other applicable provision of law; (iii) the provisions of this Agreement and Declaration of Trust and By-Laws of the Trust, as such documents are amended from time to time; (iv) the investment objective, policies and restrictions of the Trust as set forth in its Registration Statement on Form N-2 and as supplemented from time to time by the Trusts shareholder reports and other SEC filings; and (v) any policies and determinations of the Board of Trustees of the Trust.(b) The Sub-Adviser will not consult with any other sub-adviser of the Trust or any other sub-adviser to a fund under common control with the Trust concerning transactions of the Trust in securities or other assets.(c) The Sub-Adviser will maintain a written code of ethics (the Code of Ethics) pursuant to Rule 17j-1 under the 1940 Act, a copy of which will be provided to the Trust and the Adviser, and will institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Sub-Adviser will follow such Code of Ethics in performing its services under this Agreement.(d) The Sub-Adviser will maintain compliance policies and procedures adopted pursuant to Rule 206(4)-7 under the Advisers Act and Rule 38a-1 under the 1940 Act, a copy of which will be provided to the Trust and the Adviser, and follow such compliance policies and procedures in performing its services under this Agreement; and(e) The Sub-Adviser will cooperate with the chief compliance officer of the Trust in connection with the implementation and operation of the Trusts compliance policies and procedures adopted pursuant to Rule 38a-1 under the 1940 Act, and will prepare necessary reports and provide the Trusts chief compliance officer with access to information reasonably necessary for the Trust to comply with Rule 38a-1.4. Portfolio Transactions(a) In the performance of its duties under this Agreement, the Sub-Adviser will place orders either directly with the issuer or with any broker B-4or dealer. Subject to the other provisions of this paragraph, in placing orders with brokers and dealers, the Sub-Adviser will attempt to obtain the best price and the most favorable execution of its orders, and all such brokerage placement shall be made in compliance with Section 28(e) of the Securities Exchange Act of 1934, as amended. In placing orders, the Sub-Adviser will consider the experience and skill of the firms securities traders as well as the firms financial responsibility and administrative efficiency. Consistent with this obligation, the Sub-Adviser may select brokers on the basis of the research, statistical and pricing services they provide to the Trust and other clients of the Sub-Adviser. Information and research received from such brokers will be in addition to, and not in lieu of, the services required to be performed by the Sub-Adviser hereunder. A commission paid to such brokers may be higher than that which another qualified broker would have charged for effecting the same transaction, provided that the Sub-Adviser determines in good faith that such commission is reasonable in terms either of the transaction or the overall responsibility of the Sub-Adviser to the Trust and its other clients and that the total commissions paid by the Trust will be reasonable in relation to the benefits to the Trust over the long-term. In no instance, however, will the Trusts securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except to the extent permitted by the SEC or by applicable law.(b) At the request of the Adviser or the Trust, the Sub-Adviser will identify and provide a written description to the Adviser and the Board of Trustees of the Trust of soft dollar arrangements that the Sub-Adviser maintains with respect to the Trust or with brokers or dealers that execute transactions for the Trust, and of research and other services provided to the Sub-Adviser by a broker or dealer (whether prepared by such broker or dealer or by a third party) as a result, in whole or in part, of the direction of Trust transactions to the broker or dealer. (c) From time to time, the Sub-Adviser or brokers or dealers affiliated with it may find themselves in a position to buy for certain of their clients (each an Account) securities which the Sub-Advisers investment advisory clients wish to sell, and to sell for certain of their clients securities which advisory clients wish to buy. Where one of the parties is an advisory client, the Sub-Adviser or the affiliated broker or dealer cannot participate in this type of transaction (known as a cross transaction) on behalf of an advisory client and retain commissions from one or both parties to the transaction without the advisory clients consent. This is because in a situation where the Sub-Adviser is making the investment decision (as opposed to a brokerage client who makes his own investment decisions), and the Sub-Adviser or an affiliate is receiving commissions from both sides of the transaction, there is a potential conflicting division of loyalties and responsibilities on the Sub-Advisers part regarding the advisory client. However, the SEC has adopted a rule under the Advisers Act that permits the Sub-Adviser or its affiliates to participate on behalf of an Account in agency cross transactions if the advisory client has given written consent in advance. Therefore, by execution of this Agreement, the Trust authorizes the Sub-Adviser or its affiliates to participate in agency cross transactions involving an Account. The Trust may revoke its consent at any time by written notice to the Sub-Adviser.5. ConfidentialityEach of the Trust, the Adviser and the Sub-Adviser acknowledge and agree that in satisfying its respective obligations under and performing B-5services in connection with this Agreement, any party may have access to another partys confidential and proprietary information and materials concerning or pertaining to the others business (confidential information). Each party will receive and hold such information in the strictest confidence, and acknowledge, represent, and warrant that it will use its best efforts to protect the confidentiality of this information to the same degree of care as it would its own confidential information. Each party agrees that, without the prior written consent of the other party, which approval shall not be unreasonably withheld, such party will not use, copy, or divulge to third parties or otherwise use, except in accordance with the terms of this Agreement, any confidential information of another party without the prior written consent of such other party; provided, however, this covenant shall not apply to (i) information which is in the public domain now or when it becomes in the public domain in the future, other than by reason of a breach of this Agreement, (ii) information which has come to a party from a lawful source not bound to maintain the confidentiality of such information, other than from any other party or an affiliate or representative of that party, (iii) information which is independently developed without the use of confidential information, (iv) disclosures which are required by law, regulatory authority, regulation or legal process or are made to any regulatory agency in the normal course of an examination, audit or investigation involving such party, or (v) disclosure as reasonably necessary in the course of business to third parties subject to a duty to maintain the confidentiality of the information. Notwithstanding the foregoing, the Sub-Adviser may disclose information it receives from or on behalf of the Trust or the Adviser to officers and employees of the Sub-Adviser or any of its affiliates in the course of providing the services under this Agreement and the Sub-Adviser may disclose the Trusts TIN information to third parties as required to perform the Sub-Advisers services under this Agreement. 6. Services Not Exclusive(a) Nothing in this Agreement shall prevent the Sub-Adviser or any officer, employee or other affiliate thereof from acting as investment adviser for any other person, firm or corporation, or from engaging in any other lawful activity, and shall not in any way limit or restrict the Sub-Adviser or any of its officers, employees or agents from buying, selling or trading any securities for its or their own accounts or for the accounts of others for whom it or they may be acting; provided, however, that the Sub-Adviser will undertake no activities which, in its judgment, will adversely affect the performance of its obligations under this Agreement.(b) The Sub Adviser currently manages, and may in the future manage, other investment accounts and funds, including those with investment objectives similar to the Trust. Securities considered as investments for the Trust may also be appropriate for other investment accounts and funds that may be managed by the Sub-Adviser. Subject to applicable laws and regulations, the Sub-Adviser will attempt to allocate equitably portfolio transactions among the portfolios of its other investment accounts and funds purchasing securities whenever decisions are made to purchase or sell securities by the Trust and one or more of such other accounts or funds over time. In making such allocations, the main factors to be considered by the Sub-Adviser will be the respective investment objectives of the Trust and such other accounts and funds, the relative size of portfolio holdings of the same or comparable securities, the availability of cash for investment by the Trust and such other accounts and funds, the size of investment commitments generally B-6held by the Trust and such accounts and funds, and the opinions of the persons responsible for recommending investments to the Trust and such other accounts and funds. 7. Books and Records(a) The Sub-Adviser undertakes and agrees to maintain or cause others to maintain, in the form and for the period required by Rule 31a-2 under the 1940 Act, all records relating to the Trusts investments that are required to be maintained by the Trust pursuant to the 1940 Act with respect to the Sub-Advisers responsibilities under this Agreement for the Trust, and which are not otherwise maintained by the administrator, fund accounting agent, custodian or other service providers to the Trust.(b) In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which it maintains for the Trust are the property of the Trust and further agrees to surrender promptly to the Trust any such records upon the Trusts request, except for any software or other intellectual property that is proprietary to, or owned or licensed by, the Sub-Adviser or any of its affiliates, which shall remain the property of the Sub-Adviser. Notwithstanding the foregoing, the Sub-Adviser shall retain those original records or copies of records in order to comply with the Advisers Act record keeping requirement, applicable law and its own internal policies.(c) Each of the Adviser and the Trust shall own, have custody of and maintain its general corporate accounts and records. At reasonable times and upon reasonable notice, the Trust shall provide the Sub-Adviser with access to all books, records, accounts, facilities, and personnel necessary or appropriate for the performance of the Sub-Advisers obligations under this Agreement. 8. CustodyNothing in this Agreement will require the Sub-Adviser to take or receive physical possession of cash, securities, or other investments of the Trust. The Trust shall select, engage and maintain at the Trusts expense one or more custodians meeting the requirements of Section 17(f) of the 1940 Act and the rules, regulations and interpretations thereunder (each a Custodian) to serve as Custodian(s) of the Trust assets. The Adviser shall provide the Sub-Adviser, in writing, the identity of each Custodian, any change in a Custodian and all other information regarding the Custodian(s) required for the Sub-Adviser to carry out its duties under this Agreement. The Adviser shall notify each Custodian of the appointment of the Sub-Adviser and of the authority of the Sub-Adviser to effect investments with respect to the Trust assets. All transactions authorized by this Agreement are made by payment to or delivery by the Custodian(s). The Sub-Adviser shall have no rights or responsibilities, including to direct payment or move cash or assets of the Trust, that would be defined as taking custody under the Advisers Act. In connection with the Trusts custody agreement(s), the Adviser and the Trust will ensure that no such rights are given to the Sub-Adviser. The Trust and the Adviser will ensure that the Sub-Adviser may use the Depositary Trust Companys Institutional Delivery System for trade confirmation and settlement. B-79. Expenses(a) During the term of this Agreement, the Sub-Adviser will bear all costs and expenses of its employees and any overhead incurred in connection with its duties hereunder, except as provided pursuant to paragraph (d) of this Section 9, and shall bear the costs of any salaries or trustees fees of any officers or trustees of the Trust who are affiliated persons (as defined in the 1940 Act) of the Sub-Adviser.(b) The Sub-Adviser shall not be responsible for any expenses of the Adviser or the Trust not specifically set forth in this Section 9 or otherwise in any written agreement between the Sub-Adviser and the Trust or the Adviser, as the case may be.(c) The Trust will bear all other costs, fees and expenses of its operations and transactions, including those relating to: (1) organization; (2) calculation of the Trusts net asset value (including the cost and expenses of any independent valuation firm, agent or other provider); (3) expenses payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for the Trust and in monitoring the Trusts investments; (4) interest payable on indebtedness and dividends and distributions on preferred shares, as applicable, if any, incurred to finance the Trusts investments; (5) offerings of the Trusts common shares and other securities (including, all fees, costs and expenses related thereto); (6) fees payable to third parties, including agents, legal counsel, consultants or other advisors, relating to, or associated with, evaluating and making investments; (7) administrator, transfer agent and custodian fees; (8) federal and state registration fees; (9) all costs of registration and listing the Trusts shares on any securities exchange; (10) federal, state and local taxes; (11) independent trustees fees and expenses; (12) costs of preparing and filing reports or other documents required by governmental bodies (including the SEC), including printing costs; (13) costs of any reports, proxy statements or other notices to shareholders, including printing costs; (14) insurance premiums for fidelity bond and other insurance coverage, including the Trusts allocable portion of the fidelity bond, trustees and officers errors and omissions liability insurance, including independent trustees liability insurance, and any other insurance premium; (15) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; (16) brokerage commissions, assignment fees and other costs in connection with the purchase, holding or sale of securities and other investment instruments (including, without limitation, security settlement costs; (17) expenses incidental to holding meetings of the Trusts shareholders, including proxy solicitations therefor; provided, however, that the Trust will not bear such expenses with respect to any meeting of the Trusts shareholders held for the purpose of seeking approval of a new investment sub-advisory agreement in connection with a change of control of the Sub-Adviser; (18) unusual, non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust is a party and legal obligations that the Trust may have to indemnify the Trusts directors, officers and/or employees or agents with respect to these actions, suits or proceedings; and (19) all other expenses incurred by the Trust in connection with administering the Trusts business.B-810. Compensation of the Sub-Adviser(a) The Trust agrees to pay to the Sub-Adviser, and the Sub-Adviser agrees to accept as full compensation for all services rendered by the Sub-Adviser under this Agreement, a monthly fee in arrears in an amount equal to the specified percentage of the advisory fee payable to the Adviser from the Trust (the Sub-Advisory Fee):Average Daily Managed AssetsSub-Adviser Percentage of Management Fees / (Fee Rate)Type of Fee SplitFirst $175 million55% / (0.44%)AbsoluteGreater than $175 million and up to $25050% / (0.40%)BlendedOver $250 million*50% / (0.40%)Absolute* If the Trusts Daily Managed Assets exceed $250 million for a period of more than 10 consecutive trading days, the Trusts management fee split will be reset to 50% to the Sub-Adviser and 50% to the Adviser on an Absolute Fee Split basis.(b) For any period less than a month during which this Agreement is in effect, the fee shall be prorated according to the proportion which such period bears to a full month of 28, 29, 30 or 31 days, as the case may be.(c) Blended Fee Split means the total sub-advisory fees paid to the Sub-Adviser will be a result of different sub-advisory fee rates assessed to different asset levels. By way of example, in a theoretical scenario in which the Trust has Managed Assets of $200 million, the resulting Sub-Advisory Fees for the Sub-Adviser will be equal to (0.44% x $175 million) + (0.40% x $25 million), with a Blended Fee Split of 0.431%.(d) Absolute Fee Split means the total sub-advisory fees paid to the Sub-Adviser will be a result of the applicable fee rate multiplied by all of the Trusts Managed Assets.(e) Managed Assets means the total assets of the Trust, including the assets attributable to the proceeds from financial leverage (including through the issuance of preferred shares or the issuance of senior securities representing indebtedness), minus liabilities, other than liabilities related to any financial leverage.(f) For purposes of this Agreement, the total assets of the Trust shall be calculated pursuant to the procedures adopted by resolutions of the Trusts Board of Trustees for calculating the value of the Trusts assets.(g) The Sub-Adviser may elect from time to time, in its sole discretion, to waive its right to receipt of all or a portion of the Sub-Advisory Fee.11. Representations and Warranties(a) The Trust represents and covenants to the Sub-Adviser as follows:(i) The Trust is duly organized and validly existing under the laws of the State of Delaware with the power to own and possess its assets.B-9(ii) The execution, delivery and performance by the Trust of this Agreement are within the Trusts powers and have been duly authorized by all necessary actions of the Board of Trustees, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (1) any provision of applicable law, rule or regulation, (2) the Trusts governing instruments, or (3) any agreement, judgment, injunction, order, decree or other instruments binding upon the Trust.(iii) The Trust is, or will be prior to commencing operations, registered as a closed-end management investment company under the 1940 Act and the Trusts shares are, or will be prior to commencing operations, registered under the Securities Act of 1933, as amended, and under any applicable state securities laws, or exempt from such registration.(iv) Prior to the Sub-Adviser commencing services under this Agreement, the Trust will have legal title to the assets in the Trust and no restrictions shall exist as to the ownership or transfer of such assets unless specifically set forth in this Agreement.(b) The Adviser represents and covenants to the Sub-Adviser as follows:(i) The Adviser is duly organized and validly existing under the laws of the State of Delaware.(ii) The execution, delivery and performance by the Adviser of this Agreement are within the Advisers powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance of this Agreement by the parties to this Agreement, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (1) any provision of applicable law, rule or regulation, (2) the Advisers governing instruments, or (3) any agreement, judgment, injunction, order, decree or other instruments binding upon the Adviser.(iii) This Agreement constitutes a valid and binding obligation of the Adviser, enforceable against the Adviser in accordance with its terms, except to the extent such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, or similar laws affecting the rights of creditors generally and by general equity principles.(iv) The Adviser is not prohibited by the 1940 Act or B-10the Advisers Act from serving as investment adviser to the Trust.(v) The Adviser hereby acknowledges receipt of Sub-Advisers Form ADV, Part 2 before, or at the time of, signing this Agreement.(c) The Sub-Adviser represents and covenants to the Adviser and the Trust as follows:(i) The Sub-Adviser is duly organized and validly existing under the laws of the State of Wisconsin.(ii) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Advisers powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance of this Agreement by the parties to this Agreement, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (1) any provision of applicable law, rule or regulation, (2) the Sub-Advisers governing instruments, or (3) any agreement, judgment, injunction, order, decree or other instruments binding upon the Sub-Adviser.(iii) This Agreement constitutes a valid and binding obligation of the Sub-Adviser, enforceable against the Sub-Adviser in accordance with its terms, except to the extent such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, or similar laws affecting the rights of creditors generally and by general equity principles.(iv) The Sub-Adviser is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement.12. Certain InformationThe Adviser shall promptly notify the Sub-Adviser, and the Sub-Adviser shall promptly notify the Trust and the Adviser in writing of the occurrence of any of the following events:(a) such party failing to be registered as an investment adviser under the Advisers Act;(b) such party having been served or otherwise have notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Trust;(c) the occurrence of any change in control of such party or any parent of such party within the meaning of the 1940 Act; or B-11(d) the occurrence of any material adverse change in the business or financial position of such party. 13. Limitation on LiabilityThe Sub-Adviser will not be liable for any error of judgment or mistake of law or for any loss suffered by Sub-Adviser, the Adviser or by the Trust in connection with the performance of this Agreement, except a loss resulting from a breach of a fiduciary duty with respect to the receipt of compensation for services or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder). Nothing herein shall constitute a waiver or restriction of any partys rights under applicable federal or state securities laws.14. IndemnificationThe Trust shall indemnify, defend and protect the Sub-Adviser, its members and their respective officers, managers, partners, parent, corporate group affiliates, agents, employees, controlling persons, members, and any other person affiliated with any of them (collectively, the Indemnified Parties) (each of whom shall be deemed a third party beneficiary hereof) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Trust or its security holders) arising out of or otherwise based upon the performance of any of the Sub-Advisers duties or obligations under this Agreement or otherwise as an investment adviser of the Trust. Notwithstanding the foregoing provisions of this Section 14 to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Trust or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of any Indemnified Partys duties or by reason of the reckless disregard of the Sub-Advisers duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder).15. Duration and Termination(a) This Agreement shall become effective as of the Effective Date and, unless sooner terminated with respect to the Trust as provided herein, shall continue in effect for a period of two years. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Trust for successive periods of 12 months, provided such continuance is specifically approved at least annually by both:(i) the vote of a majority of the Trusts Board of Trustees or the vote of a majority of the outstanding voting securities of the Trust at the time outstanding and entitled to vote, and B-12(ii) the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. (b) Notwithstanding the foregoing, this Agreement may be terminated by (i) the Adviser or the Trust at any time, without the payment of any penalty, upon giving the Sub-Adviser 60 days notice (which notice may be waived by the Sub-Adviser), provided that such termination by the Trust shall be directed or approved by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Trust at the time outstanding and entitled to vote, or (ii) the Sub-Adviser on 60 days written notice to the Trust and the Adviser (which notice may be waived by the Trust or the Adviser on behalf of both the Trust and the Adviser). (c) This Agreement will immediately terminate in the event of its assignment and will immediately terminate upon any termination of the Investment Advisory Agreement between the Trust and the Adviser.(d) As used in this Agreement, the terms majority of the outstanding voting securities, interested person and assignment shall have the same meanings of such terms in the 1940 Act.(e) The terms of Sections 5, 7, 10, 13, 14, 18, 19 and 20 of this Agreement shall survive the termination of this Agreement.16. NoticesAny notice under this Agreement shall be in writing to the other parties and shall be considered as properly given or made if (a) sent by overnight delivery by a nationally recognized air courier service, (b) sent by electronic mail with no receipt of error in the delivery, or (c) mailed by registered or certified mail, return receipt requested, and if addressed to the respective address listed below:If to Adviser, to: XA Investments, LLC 321 North Clark Street #2430 Chicago, IL 60654 Attention: General CounselIf to the Trust, to:Madison Covered Call & Equity Strategy Fund 321 North Clark Street #2430 Chicago, IL 60654 Attention: Chief Executive OfficerIf to Sub-Adviser, to:Madison Investment Holdings, Inc. 550 Science Drive Madison, WI 53711 Attention: Steven A. Carlor at such address as the other party may designate from time to time for the receipt of such notice and shall be deemed effective on receipt.17. Amendment of this AgreementNo provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. Any amendment of this Agreement shall be subject to the 1940 Act.B-1318. Governing LawThis Agreement shall be governed by and construed in accordance with the laws of the State of Delaware for contracts to be performed entirely therein without reference to choice of law principles thereof and in accordance with the applicable provisions of the 1940 Act. WAIVER OF JURY TRIAL AND PUNITIVE DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND ANY RIGHT TO SEEK PUNITIVE OR CONSEQUENTIAL DAMAGES.19. Use of the NameThe Sub-Adviser has consented to the use by the Trust of the name or identifying word Madison in the name of the Trust. Such consent is conditioned upon the employment of the Sub-Adviser as the investment sub-adviser to the Trust. The name or identifying word Madison may be used from time to time solely in connection with the Sub-Advisers services under this Agreement. The Sub-Adviser may require the Trust to cease using Madison in the name of the Trust, if the Trust ceases to employ, for any reason, the Sub-Adviser, any successor thereto or any affiliate thereof as investment sub-adviser of the Trust. If so required by the Sub-Adviser, the Trust will cease using Madison in its name as promptly as practicable and make all reasonable efforts to remove Madison from its name.20. Miscellaneous(a) The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.(b) If any provision of this Agreement is invalid, illegal, or unenforceable under applicable law of mandatory application, the validity, legality, and enforceability of that provision or condition in other instances and of the remaining provisions and conditions are not in any way affected thereby. (c) Nothing contained in this Agreement will be deemed to require the Trust to take any action contrary to the Trusts Amended and Restated Agreement and Declaration of Trust or By-laws, as they may be amended and/or restated from time to time, with notice to the Sub-Adviser, or any applicable statute or regulation, or to relieve or deprive the Board of Trustees of its responsibility for and control of the conduct of the affairs of the Trust. (d) This Agreement shall be binding on, and shall inure to the benefit of the parties hereto and their respective successors.(e) This Agreement may be executed in counterparts by the parties hereto, each of which when executed is deemed to be an original and all of which together are deemed to be one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.B-14(f) This Agreement constitutes the entire understanding and agreement, and supersedes any and all other proposals, understandings, and agreements among the parties with respect to the subject matter hereof.IN WITNESS WHEREOF, the parties hereto have caused the foregoing instrument to be executed by their duly authorized officers, all as of the day and the year first above written.MADISON COVERED CALL & EQUITY STRATEGY FUNDBy: Name: Title: XA INVESTMENTS LLCBy: Name: Title: MADISON ASSET MANAGEMENT, LLCBy: Name: Title: B-15EXHIBIT COTHER FUNDS WITH SIMILAR INVESTMENT OBJECTIVESMadison. The table below provides information regarding other registered investment companies managed by Madison which have a similar investment objective as the Fund.Name of Other FundOther Funds Investment ObjectiveAdvisers Management FeeNet Assets as of December 31, 2023Has Adviser Agreed to Waive or Reduce its Management Fee under any Applicable Contract?Madison Covered Call & Equity Income FundSeeks to provide consistent total return and, secondarily, to provide a high level of income and gains from option premiums.0.85%$261,020,326NoMadison Covered Call ETFSeeks to provide consistent total return and secondarily, to produce a high level of income and gains.0.90%1$82,690,175No1 Pursuant to an investment advisory agreement between Madison and the Madison ETFs Trust, on behalf of each series thereof (each, a Series), each Series has agreed to pay an annual unitary management fee to Madison. This unitary management fee is designed to pay each Series expenses and to compensate Madison for the services it provides to each Series. Out of the unitary management fee, Madison pays substantially all expenses of each Series, including the cost of investment management services, transfer agency, custody, fund administration, legal, audit and other service and license fees. The unitary fee does not cover, and therefore, each Series pays directly, interest, taxes, brokerage commissions, acquired fund fees and expenses and other expenses connected with the execution of portfolio transactions, distribution, and service fees payable pursuant to a Rule 12b-1 plan, if any, and extraordinary expenses.XAI. XAI does not manage other registered investment companies which have a similar investment objective as the Fund.C-1THIS PAGE INTENTIONALLY LEFT BLANKEVERY VOTE IS IMPORTANTMADISON COVERED CALL & EQUITY STRATEGY FUNDPO Box 43131Providence, RI 02940-3131VOTING OPTION:VOTE ON THE INTERNETLog on to:www.proxy-direct.comor scan the QR codeFollow the on-screen instructionsavailable 24 hoursVOTE BY PHONECall 1-800-337-3503Follow the recorded instructionsavailable 24 hoursVOTE BY MAILVote, sign and date this Proxy Card and return in the postage-paid envelopePlease detach at perforation before mailing.PROXYMADISON COVERED CALL & EQUITY STRATEGY FUNDSPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 15, 2024THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES. Greg D. Hoppe and Kyle Schalow (the Proxyholders), or any of them, each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Special Meeting of shareholders of the Madison Covered Call & Equity Strategy Fund (the "Fund"), to be held on Tuesday, October 15, 2024 at 9:00 a.m., local time at the offices of Madison Asset Management, LLC, 550 Science Drive, Madison, Wisconsin 53711, and any adjournments or postponements thereof.Shares represented by this proxy card when properly executed will be voted in the manner directed herein by the shareholder, and in the discretion of such proxies, upon any and all other matters as may properly come before the Special Meeting or any adjournment or postponement thereof. If no direction is made, on a properly executed card, this proxy will be voted "FOR" the proposals. If any of the Trustee nominees for any reason are unable or unwilling to serve, the Proxyholders will vote for the election of such other person as they may consider qualified. The shareholder hereby acknowledges receipt of this Notice of Special Meeting and Proxy Statement for the Special Meeting to be held on October 15, 2024.VOTE VIA THE INTERNET: www.proxy-direct.comVOTE VIA THE TELEPHONE: 1-800-337-3503MCC__34064_062724PLEASE MARK, SIGN, AND DATE ON THE REVERSE SIDE AND RETURN THE PROXY CARD USING THE ENCLOSED ENVELOPE.xxxxxxxxxxxxxx codeEVERY SHAREHOLDERS VOTE IS IMPORTANTImportant Notice Regarding the Availability of Proxy Materials for theSpecial Meeting to Be Held on October 15, 2024.The Proxy Statement for this meeting is available at:https://www.madisonfunds.com/MCNproxyPlease detach at perforation before mailing. TO VOTE, MARK BOXES BELOW IN BLUE OR BLACK AS SHOWN IN THIS EXAMPLE: xA.Proposals. THE BOARD RECOMMENDS YOU VOTE FOR THE FOLLOWING PROPOSALS: FOR AGAINST ABSTAIN 1. To approve a new investment advisory agreement between the Fund and XA Investments, LLC. FOR AGAINST ABSTAIN2. To approve a new investment subadvisory agreement among the Fund, Madison Asset Management, LLC and XA Investments, LLC. 3. To approve the election of five trustees to the Board of Trustees. FOR WITHHOLD01. Danielle Cupps* 02. Gregory Dingens** 03. Philip Franklin** 04. Scott Craven Jones*** 05. William Meyers*** *Class I Trustee to serve until the Funds 2027 Annual Meeting of Shareholders or until her successor shall have been elected and qualified.**Class II Trustee to serve until the Funds 2025 Annual Meeting of Shareholders or until his successor shall have been elected and qualified.***Class III Trustee to serve until the Funds 2026 Annual Meeting of Shareholders or until his successor shall have been elected and qualified.B. Authorized Signatures This section must be completed for your vote to be counted. Sign and Date Below.Note: Please sign exactly as your name(s) appear(s) on this proxy card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature.Date (mm/dd/yyyy) Please print date belowSignature 1 Please keep signature within the boxSignature 2 Please keep signature within the boxScanner bar code xxxxxxxxxxxxxx MCC 34064 xxxxxxxx President Since March 2020 Madison and MIA, Head of Multi-Asset Solutions and Portfolio Manager, 2018 Present; Madison Funds and Ultra Series Fund, President, March 2020 - Present; Madison ETFs, President, June 2023 Present Steve J. Fredricks1970Chief Compliance Officer and Assistant SecretarySince 2018Madison and MIA, Chief Legal Officer, March 2020 Present and Chief Compliance Officer, 2018 Present; Madison Funds and Ultra Series Fund, Chief Compliance Officer and Assistant Secretary, 2018 - Present; Madison ETFs, Compliance Officer and Assistant Secretary, June 2023 Present; Jackson National Asset Management, LLC, Senior Vice President and Chief Compliance Officer, 2005 2018 Chief Compliance Officer and Assistant Secretary Since 2018 Madison and MIA, Chief Legal Officer, March 2020 Present and Chief Compliance Officer, 2018 Present; Madison Funds and Ultra Series Fund, Chief Compliance Officer and Assistant Secretary, 2018 - Present; Madison ETFs, Compliance Officer and Assistant Secretary, June 2023 Present; Jackson National Asset Management, LLC, Senior Vice President and Chief Compliance Officer, 2005 2018 Greg D. Hoppe1969Vice President;Chief Financial OfficerSince March 2020; Since 2019MIH and MIA, Vice President, 1999 - Present; Madison, Vice President, 2009 Present; Madison Funds and Ultra Series Fund, Chief Financial Officer, 2019 - Present; Madison ETFs, Chief Financial Officer and Treasurer, June 2023 Present Vice President;Chief Financial OfficerSince March 2020; Since 2019MIH and MIA, Vice President, 1999 - Present; Madison, Vice President, 2009 Present; Madison Funds and Ultra Series Fund, Chief Financial Officer, 2019 - Present; Madison ETFs, Chief Financial Officer and Treasurer, June 2023 Present Since March 2020; Since 2019 MIH and MIA, Vice President, 1999 - Present; Madison, Vice President, 2009 Present; Madison Funds and Ultra Series Fund, Chief Financial Officer, 2019 - Present; Madison ETFs, Chief Financial Officer and Treasurer, June 2023 Present Name and Year of Birth Position(s) Held with Fund Term of Office and Length of Time Served Principal Occupation(s) During Past Five Years Kyle Schalow1995Assistant TreasurerSince July 2024Madison and MIA, Senior Accountant, 2022 - Present; Madison Funds, Ultra Series Fund and Madison ETFs Trust, Assistant Treasurer, July 2024 PresentBaker Tilly US LLP, Senior Accountant, 2018 2022 Assistant Treasurer Since July 2024 Madison and MIA, Senior Accountant, 2022 - Present; Madison Funds, Ultra Series Fund and Madison ETFs Trust, Assistant Treasurer, July 2024 PresentBaker Tilly US LLP, Senior Accountant, 2018 2022 Terri Wilhelm1968Secretary;Assistant SecretarySince July 2024; from 2022 - June 2024Madison and MIA, Senior Compliance Analyst, September 2022 Present; Madison Funds and Ultra Series Fund, Secretary, July 2024 - Present and Assistant Secretary 2022 June 2024; Madison ETFs, Secretary July 2024 - Present and Assistant Secretary, June 2023 July 2024;State of Wisconsin Investment Board, Senior Paralegal, 2017 2022Brandon Redwing1979Assistant Secretary andAnti-Money Laundering OfficerSince July 2024Madison and MIA, Mutual Fund Operations Manager, April 2024 - Present; Madison Funds, Ultra Series Fund and Madison ETFs Trust, Assistant Secretary and Anti-Money Laundering Officer, July 2024 Present. SS&C Technologies, Client Relationship Manager 2020 March 2024Current Board Committees, Leadership Structure and Risk Oversight Committees. The Current Board has determined that the efficient conduct of the trustees affairs makes it desirable to delegate responsibility for certain specific matters to committees of the Current Board. The committees meet as often as necessary, either in conjunction with regular meetings of the trustees or otherwise. The Current Board currently has two standing committees: the Audit Committee and the Nominating and Governance Committee.Audit Committee. The Current Board has an Audit Committee which is comprised of Richard E. Struthers (Chair), Steven P. Riege and Scott C. Jones. In addition to being independent trustees, as defined under the 1940 Act, each of these trustees also meets the additional independence requirements set forth in the NYSE Listed Company rules. The Audit Committee is charged with selecting an independent registered public accounting firm for the Fund and reviewing accounting matters with the Funds independent registered public accounting firm. The Audit Committee 30of the Current Board met four times during the last fiscal year. The Audit Committee presents the following report:The Audit Committee: (i) reviewed and discussed with management of the Fund the audited financial statements of the Fund for the fiscal year ended December 31, 2023; (ii) discussed with the Funds independent registered public accounting firm the matters required to be discussed under Public Company Accounting Oversight Board ("PCAOB") Auditing Standard No. 16, Communications with Audit Committee and all other communications required by other PCAOB Standards or Rules; and (iii) received the written disclosures and the letter from the Funds independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent accountants communications with the Audit Committee concerning the independence of the Funds independent registered public accounting firm. Based on these reviews and discussions, the Audit Committee recommended to the Current Board that the financial statements be included in the Funds Annual Report for the fiscal year ended December 31, 2023 and filed with the SEC.The Audit Committee is governed by a written charter, the most recent version of which was approved by the Current Board on May 23, 2024 (the Audit Committee Charter). In accordance with proxy rules promulgated by the SEC, the Funds Audit Committee Charter is required to be filed at least once every three years as an exhibit to the Funds proxy statement, and was last filed in 2022 as Attachment A to the Funds proxy statement. It is also available on the Funds website at www.madisonfunds.com. You may request a hard copy of the Audit Committee Charter to be mailed to you by calling the Fund toll-free at 1-800-767-0300.Nominating & Governance Committee. The Current Board has a Nominating & Governance Committee which is comprised of Steven P. Riege (Chair), Richard E. Struthers and Scott C. Jones. In addition to being independent trustees, as defined under the 1940 Act, each of these trustees also meets the additional independence requirements set forth in the NYSE Listed Company rules. The Nominating & Governance Committee of the Current Board met four times during the last fiscal year.The Nominating & Governance Committee is governed by a written charter, the most recent version of which was approved by the Current Board on February 22, 2024 (the Nominating & Governance Committee Charter). In accordance with proxy rules promulgated by the SEC, the Funds Nominating & Governance Committee Charter is required to be filed at least once every three years as an exhibit to the Funds proxy statement, and was last filed in 2022 as Attachment B to the Funds proxy statement. It is also available on the Funds website at www.madisonfunds.com. You may request a hard copy of the Nominating & Governance Committee Charter to be mailed to you by calling the Fund toll-free at 1-800-767-0300.As part of its duties, the Nominating & Governance Committee makes recommendations to the full Current Board with respect to candidates for the board. The Nominating & Governance Committee also will consider 31trustee candidates recommended by shareholders. In considering candidates submitted by shareholders, the Nominating & Governance Committee will take into consideration the needs of the board and the qualifications of the candidate. To have a candidate considered by the Nominating & Governance Committee, a shareholder must submit the recommendation in writing and must include the information required by the Procedures for Shareholders to Submit Nominee Candidates, which are set forth in Appendix A to the Nominating & Governance Committee Charter. The shareholder recommendation must be sent to the Funds Secretary, c/o Madison Asset Management, LLC, 550 Science Drive, Madison, Wisconsin 53711.Leadership Structure. The Current Board is relatively small and operates in a collegial atmosphere. Although no member is formally charged with acting as Chair, Mr. Ryan, the President of the Fund, acts as the Chairperson of board meetings. All Current Board members are expected to provide their input into establishing the boards meeting agenda. Likewise, each Current Board meeting contains a standing agenda item for any board member to raise new or additional items he or she believes is important in connection with Fund governance. The Current Board has charged Mr. Riege with acting as the lead independent trustee for purposes of communicating with Madison, the Funds Chief Compliance Officer, counsel to the independent trustees and Fund counsel on matters relating to the Current Board as a whole. The independent trustees often meet in executive session without representatives of Madison present (including meetings with counsel, the Chief Compliance Officer, and the Funds independent public accounting firm).Current Boards Role in Risk Oversight. Madison is responsible for the overall risk management of the Fund, which includes supervising its affiliated and third-party service providers and identifying and mitigating possible events that could adversely impact the Funds business, operations or performance. Risks to the Fund include investment, legal, compliance and regulatory risks, as well as the risk of operational failure or lack of business continuity. The Current Board oversees risk management of the Funds investment programs through the Audit Committee and through oversight by the Current Board itself. The Chief Compliance Officer of the Fund, who reports directly to the independent trustees, provides the Current Board with quarterly updates and a comprehensive annual report regarding the processes and controls in place to address regulatory, compliance, legal and operational risk. The Current Board exercises its oversight in conjunction with Madison, the Funds Chief Compliance Officer, Fund counsel and counsel to the independent trustees by requesting reports and presentations at regular intervals throughout the year. Additionally, the Audit Committee receives periodic reports from the Funds independent accountants. The Current Boards committee structure requires an independent trustee to serve as chair of the Nominating & Governance Committee and the Audit Committee. The Current Board receives regular written reports describing and analyzing the investment performance of the Fund. In addition, the portfolio managers of the Fund meet with the Current Board periodically to discuss portfolio performance and answer the Boards questions with respect to portfolio strategies and risks. The Current Board also receives regular written reports from the Funds Chief Financial Officer that enable the Board to monitor the number of fair valued securities in the Funds portfolio, the reasons for the fair valuation and the methodology used to arrive at the fair value. Such reports 32also include information concerning illiquid securities within the Funds portfolio. The Current Board and/or the Audit Committee may also review valuation procedures and pricing results with the Funds independent auditors in connection with the review of the results of the audit of the Funds year-end financial statements. The Current Board also receives regular compliance reports prepared by the compliance staff of Madison, and meets regularly with the Funds Chief Compliance Officer to discuss compliance issues, including compliance risks. As required under applicable rules, the independent trustees meet regularly in executive session with the Funds Chief Compliance Officer. The Current Board also adopts compliance policies and procedures for the Fund and approves such procedures as appropriate for certain of the Funds service providers. The compliance policies and procedures are specifically designed to detect and prevent violations of the federal securities laws.The Current Board recognizes that it is not possible to identify all of the risks that may affect the Fund or to develop processes and controls to eliminate or mitigate their occurrence or effects. The Current Board periodically reviews the effectiveness of its oversight of the Fund and the processes and controls in place to limit identified risks. The Current Board may, at any time and in its discretion, change the manner in which it conducts its risk oversight role.Given the small size of the Current Board, its committee structure, the openness of Current Board meetings to active input by all Current Board members, its utilization of executive sessions, the role of the lead independent trustee and the Current Boards quarterly focus on compliance and risk management, the Current Board has determined that its current leadership structure is appropriate for the protection of Fund investors.New Board Proposed Committees, Leadership Structure and Risk Oversight Committees. It is expected that the New Board will establish two standing committees, an Audit Committee and a Governance Committee. The committees are expected to meet as often as necessary, either in conjunction with regular meetings of the trustees or otherwise.Audit Committee. The Audit Committee will be generally responsible for reviewing and evaluating issues related to the accounting and financial reporting policies and internal controls of the Fund and, as appropriate, the internal controls of certain service providers, overseeing the quality and objectivity of the Funds financial statements and the audit thereof and acting as a liaison between the New Board and the Funds independent registered public accounting firm. It is expected that the Audit Committee will be composed entirely of independent trustees. The Audit Committee will be governed by a written Audit Committee Charter, which will be approved by the New Board at its first meeting. Once approved, a copy of the Audit Committee Charter will be available on the Funds website at www.xainvestments.com.Governance Committee. The Governance Committee will be responsible for recommending qualified candidates to the New Board in the event that a position is vacated or created. In considering trustee nominee candidates, the Governance Committee will take into account a wide variety of factors, including the overall diversity of the New Boards composition. It is expected that the Governance Committee will be composed entirely of 33independent trustees. It is anticipated that the Governance Committee will consider recommendations by shareholders if a vacancy were to exist. In considering candidates recommended to the Governance Committee by shareholders, the Governance Committee will take into consideration the needs of the New Board and the qualifications of the candidate. The Governance Committee may also take into consideration the number of shares held by the recommending shareholder and the length of time that such shares have been held. In order to be considered, following the Closing Date, such recommendations should be forwarded to the Secretary of the Fund, c/o XA Investments LLC, 321 North Clark Street, Suite 2430, Chicago, Illinois 60654. The Governance Committee will be governed by a written Governance Committee Charter, which will be approved by the New Board at its first meeting. Once approved, a copy of the Governance Committee Charter will be available on the Funds website at www.xainvestments.com.Leadership Structure. The primary responsibility of the New Board will be to represent the interests of the Fund and its shareholders, and to provide oversight of the management of the Fund. The New Board will be comprised of five trustees, four of whom (including the chairperson) are independent trustees and one of whom is an interested trustee. Generally, the New Board will act by majority vote of all the trustees, including a majority vote of the independent trustees if required by applicable law.It is proposed that Mr. Dingens will be appointed as the independent chairperson, who will preside at meetings of the New Board and who will be responsible for, among other things, setting the tone of New Board meetings and seeking to encourage open dialogue and independent inquiry among the New Trustees and management. The New Board will meet regularly four times each year to discuss and consider matters concerning the Fund, and also hold special meetings to address matters arising between regular meetings. Regular meetings generally will take place in-person; other meetings may take place in-person or by telephone. The New Board will establish two standing committees (as described above) and will delegate certain responsibilities to those committees, each of which will be comprised solely of independent trustees. The New Board and its committees will meet periodically throughout the year to oversee the Funds activities, review contractual arrangements with service providers, review the Funds financial statements, oversee compliance with regulatory requirements, and review performance. The independent trustees will be represented by independent legal counsel at board and committee meetings and will regularly meet outside the presence of Fund management. The New Board believes that this leadership structure, including an independent chairperson, a supermajority of independent trustees and committee membership limited to independent trustees, is appropriate in light of the characteristics and circumstances of the Fund.New Boards Role in Risk Oversight. The New Board will oversee risk directly and through the committee structure it intends to establish. As described above, the New Board expects to establish an Audit Committee and a Governance Committee to assist in its oversight functions, including its oversight of the risks of the Fund. Each committee will report its activities to the New Board on a regular basis. The New Board intends to adopt and periodically review policies, procedures and controls designed to address different types of risks, including, among others, investment risk, liquidity risk, operational risk, and valuation risk, as well as the overall business risk 34relating to the Fund. The New Board will also oversee the implementation of a variety of processes, procedures and controls by the Fund, XAI, Madison and other service providers to the Fund to address various risks. In addition, as part of the New Boards anticipated periodic review of the Funds service provider agreements, including agreements with XAI and Madison, the New Board may consider risk management aspects of the service providers operations and the functions for which they are responsible.The New Board will appoint a Chief Compliance Officer for the Fund, who will oversee the development of compliance policies and procedures of the Fund that are reasonably designed to minimize the risk of violations of the federal securities laws. The Chief Compliance Officer will report directly to the New Boards independent trustees, and will provide presentations to the New Board at its quarterly meetings and an annual report on the application of the compliance policies. The New Board will discuss relevant risks affecting the Fund with the Chief Compliance Officer at these meetings. The New Board will approve compliance policies and will review the Chief Compliance Officers reports. Further, the New Board will annually review the effectiveness of the compliance policies, as well as the appointment and compensation of the Chief Compliance Officer.The New Board will require officers of the Fund to report to the New Board on a variety of matters at regular and special meetings of the New Board and its committees, as applicable, including matters relating to risk management. The Audit Committee will also receive reports from the Funds independent registered public accounting firm on internal control and financial reporting matters. In addition, the New Board will receive reports from XAI and Madison on the investments and securities trading of the Fund. The New Board will also require XAI and Madison to report to the New Board on other matters relating to risk management on a regular and as-needed basis.Board CompensationThe following table sets forth the compensation paid to each member of the Current Board by the Fund for the Funds fiscal year ended December 31, 2023. In addition, all independent trustees are reimbursed for reasonable travel and out-of-pocket expenses incurred to attend meetings of the Current Board or its committees. The Funds interested trustees and officers receive no compensation from the Fund for performing the duties of their office. 35Trustee NameAggregate Compensationfrom FundTotal Compensation from Fund and Madison Fund Complex(1)Scott C. Jones$12,000$74,000Steven P. Riege(2)$13,000$123,000Richard E. Struthers$12,000$115,000(1) The term Madison Fund Complex refers to (i) the Madison Funds with 15 portfolios, (ii) the Ultra Series Fund with 14 portfolios, (iii) the Madison ETFs Trust with 4 active portfolios, and (iv) the Fund. (2) As lead independent trustee, Mr. Riege receives an additional $8,000 from the Madison Fund Complex, $1,000 of which is allocated to the Fund.Board Transactions with Fund AffiliatesAs of the date hereof, none of the independent trustees on the Current Board, the nominees for independent trustee on the New Board, nor their immediate family members owned beneficially or of record any securities of Madison, XAI, or any of their affiliates. In addition, during the past five years, neither the independent trustees on the Current Board, the nominees for independent trustee on the New Board, nor members of their immediate families, had a direct or indirect interest, the value of which exceeds $120,000, in Madison, XAI, or any of their affiliates. Likewise, since the beginning of the last two completed fiscal years of the Fund, neither the independent trustees on the Current Board, the nominees for independent trustee on the New Board, nor members of their immediate families had a direct or indirect interest in any transaction or series of transactions, the value of which exceeds $120,000 and to which any of the following persons was (or is to be) a party: (i) the Fund, (ii) any officer of the Fund, or (iii) Madison, XAI, or any of their affiliates. Consequences of Shareholders not approving the New BoardIf the New Board is not approved by shareholders, the Fund will abandon all three Proposals, and Madison will continue to serve as the investment adviser of the Fund and the Current Board will continue to oversee the Fund. Recommendation of the Board of TrusteesFor the reasons set forth above, the Current Board recommends that shareholders of the Fund vote FOR each New Trustee.36ADDITIONAL INFORMATIONInformation about the FundThe Fund is a closed-end management investment company organized as a Delaware statutory trust. Madison Asset Management, LLC is the investment adviser to the Fund. Madisons principal office is located at 550 Science Drive, Madison, Wisconsin 53711. In addition to investment management services, under the Existing Advisory Agreement, Madison is also responsible for managing the Funds administrative affairs under an Existing Services Agreement, and in this capacity, oversees State Street Bank and Fund Company (State Street), which currently serves as sub-administrator to the Fund. State Streets address is 801 Pennsylvania Avenue, Kansas City, Missouri 64105. The Funds current custodian is State Street, and its current transfer agent is Computershare, 150 Royall Street, Suite 101, Canton, MA 02021. The Fund does not place any brokerage transactions with any affiliates of Madison. XA Investments LLC is proposed to be the new investment adviser to the Fund as a result of the Transaction, with Madison serving as the subadviser to the Fund. XAIs principal office is located at 321 North Clark Street, Suite 2430, Chicago, Illinois 60654. Information about MadisonMadison Asset Management, LLC was founded in 1974, and is a direct, wholly-owned (100% owned) subsidiary of Madison Investment Holdings (MIH), the ultimate corporate parent of Madison. Both Madisons and MIH's principal office is located at 550 Science Drive, Madison, Wisconsin 53711. As of May 31, 2024, Madison and its affiliates managed approximately $25.7 billion in assets, including open-end mutual funds, separately managed accounts and wrap accounts. Exhibit B contains information with respect to other funds managed by Madison which have a similar investment objective as the Fund. The mailing address of principal officers and directors of MIH is 550 Science Drive, Madison, Wisconsin 53711. Information regarding the principal executive officers and directors of Madison is as follows: NameTitle/Principal OccupationSteven CarlChairman of the Board and Board Member of MIH; (Principal Executive Officer; Chief Distribution Officer)Paul LefurgeyBoard Member of MIH(Retired)Frank BurgessBoard Member of MIH(Retired)Richard EisingerBoard Member of MIH(Head of Equities, Portfolio Manager)Information about XAIXA Investments LLC was founded in 2016 by XMS Capital Partners. XAIs principal office is located at 321 North Clark Street, Suite 2430, Chicago, Illinois 60654. As of May 31, 2024, XAI and its affiliates managed $681 million in assets, including two closed-end funds. XAI also provides investment fund restructuring and consulting services focused on closed-end 37funds. Exhibit B contains information with respect to other funds managed by XAI which have a similar investment objective as the Fund. Information regarding the principal executive officers and directors of XAI is as follows:NameTitleJohn Yogi SpenceCo-Chief Executive OfficerTheodore F. BrombachCo-Chief Executive OfficerKimberly Ann FlynnPresidentBenjamin D. McCullochGeneral Counsel & Managing DirectorKevin B. DavisManaging Director & Head of SalesInformation about Independent Registered Public Accounting FirmFor the fiscal years ended December 31, 2022 and December 31, 2023, and the current fiscal year ending December 31, 2024, Deloitte & Touche LLP (D&T) has been selected as the Funds independent registered public accounting firm by the Audit Committee of the Fund to audit the accounts of the Fund. The Fund does not know of any direct or indirect financial interest of D&T in the Fund. Representatives of D&T will not be in attendance at the Meeting.Audit Fees. The aggregate fees billed to the Fund by D&T for professional services rendered for the audit of the Funds annual financial statements for the Funds fiscal years ended December 31, 2022 and December 31, 2023 were approximately $23,950 and $24,450, respectively.Audit-Related Fees. The aggregate fees billed by D&T and approved by the Audit Committee of the Fund for the Funds fiscal years ended December 31, 2022 and December 31, 2023 for assurance and related services reasonably related to the performance of the audit of the Funds annual financial statements were $0 and $0, respectively. D&T did not perform any other assurance and related services that were required to be approved by the Funds Audit Committee for such periods.Tax Fees. The aggregate fees billed by D&T and approved by the Audit Committee of the Fund for the Funds fiscal years ended December 31, 2022 and December 31, 2023 for professional services rendered for tax compliance, tax advice, and tax planning were approximately $4,652 and $4,799, respectively (such fees relate to tax services provided by D&T in connection with the review of the Funds tax returns). D&T did not perform any other tax compliance or tax planning services or render any tax advice that was required to be approved by the Funds Audit Committee for such periods.All Other Fees. Other than those services described above, D&T did not perform any other services on behalf of the Fund for the Funds fiscal years ended December 31, 2022 and December 31, 2023.Audit Committees Pre-Approval Policies and Procedures. As noted above, the Audit Committee is governed by the Audit Committee Charter, which includes Pre-Approval Policies and Procedures. The Audit Committee of the Fund has (i) pre-approved all audit and non-audit services provided by D&T to the Fund, and (ii) all non-audit services provided by D&T to Madison, or any entity controlling, controlled by, or under common control with Madison that provides ongoing services to the Fund which are related to the operations of the Fund (of which there were none), for the fiscal years ended December 3831, 2022 and December 31, 2023. None of the services described above for the Funds fiscal years ended December 31, 2022 and December 31, 2023 were approved by the Audit Committee pursuant to the pre-approval exception under Rule 2-01(c)(7)(i)(c) of Regulation S-X promulgated by the SEC.Voting InformationGeneral; Record Date. The record holders of the outstanding shares of the Fund as of the close of business on July 22, 2024 (the Record Date) are entitled to vote at the Meeting and any adjournment or postponement thereof. Each shareholder is entitled to one vote per share and a fractional vote with respect to fractional shares. Whether you expect to be personally present at the Meeting or not, we encourage you to vote by proxy. You can do this by phone or the Internet or by completing, dating, signing, and returning the accompanying proxy card using the enclosed postage prepaid envelope. By voting by proxy, your shares will be voted as you instruct. If no choice is indicated, your shares will be voted FOR each Proposal, and in the discretion of the persons named as proxies on such other matters that properly may come before the Meeting.Any shareholder giving a proxy may revoke it at any time before it is exercised at the Meeting by submitting to the Secretary of the Fund a written notice of revocation or a subsequently signed proxy card (i.e., a later-dated proxy), or by attending the Meeting and voting in person. A prior proxy can also be revoked by proxy voting again through the website or toll-free number noted on the enclosed proxy card. Proxy cards and written notices of revocation must be received by the Fund prior to the Meeting. If not so revoked, the shares represented by the proxy will be voted at the Meeting and any postponements or adjournments of the Meeting. Attendance by a shareholder at the Meeting does not by itself revoke a proxy.As of the Record Date, the Fund had 21,087,537 shares issued and outstanding.Solicitation of Proxies and Related Costs. The solicitation of proxies will occur principally by mail. In addition to solicitation by mail, certain officers and representatives of the Fund and officers and employees of Madison (who will receive no extra compensation for their services) and representatives of the Funds proxy solicitor, Computershare, may solicit proxies by telephone, the Internet, facsimile, letter, or other electronic means. If instructions are recorded by telephone, the person soliciting the proxies will use procedures designed to authenticate shareholders identities to allow shareholders to authorize the voting of their shares in accordance with their instructions, and to confirm that a shareholders instructions have been properly recorded.The expenses incurred in connection with preparing the Proxy Statement and its enclosures and all related legal and proxy solicitation expenses will be paid by Madison and/or XAI. These expenses are estimated to be approximately $250,000.Quorum. In order for a vote on any Proposal to be taken at the Meeting, there must exist a quorum of shareholders of the Fund eligible to vote on such Proposal. To have a quorum, the holders of a majority of the shares entitled to vote on each Proposal must be present in person or by proxy at the Meeting. 39For this purpose, whether a quorum exists is determined on a Proposal-by-Proposal basis.Abstentions and Broker Non-Votes. For purposes of determining the presence of a quorum for each Proposal, abstentions and broker non-votes are treated as present. Broker non-votes occur when a nominee holding shares for a beneficial owner does not vote on a Proposal because the nominee does not have discretionary voting powers with respect to that Proposal and has not received instructions from the beneficial owner. Abstentions and broker non-votes have the effect of a vote against Proposals 1 and 2, while abstentions and broker non-votes have no effect on the outcome of Proposal 3. Adjournment. It may become necessary from time to time to adjourn the Meeting in order to allow more time to solicit additional proxies, as necessary, if there are insufficient votes at the time of the Meeting to constitute a quorum or to approve any Proposal. Under the Funds governing documents, any meeting of shareholders, whether or not a quorum is present, may be adjourned from time to time by: (i) the vote of the majority of the shares represented at that meeting, either in person or by proxy; or (ii) in his or her discretion by the chairperson of the meeting. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting. Accordingly, if a quorum is not present at the Meeting with respect to any Proposal, it is expected that the holders of proxies will vote to authorize the adjournment of the Meeting with respect to such Proposal(s) in order to solicit additional proxies. Even if a quorum is present at the Meeting with respect to some or all Proposals, but there are insufficient votes to approve a Proposal, it is also expected that the holders of proxies will vote to authorize the adjournment of the Meeting to solicit additional proxies with respect to such Proposal(s). If the Meeting is adjourned, the adjourned meeting must be held not later than 180 days after the Record Date and may be held without further notice, other than an announcement at the Meeting in accordance with the Funds governing documents and as permitted under Delaware law. Votes Required to Pass the ProposalsProposal 1. In order for the New Advisory Agreement to be approved, it must be approved by the holders of a majority of the outstanding voting securities of the Fund. The term majority of the outstanding voting securities (as defined in the 1940 Act and used in this Proxy Statement) means: the affirmative vote of the lesser of (i) 67% or more of the voting securities of the Fund present at the Meeting if more than 50% of the outstanding voting securities of the Fund are present in person or by proxy, or (ii) more than 50% of the outstanding voting securities of the Fund. Proposal 2. In order for the New Subadvisory Agreement to be approved, it must be approved by the holders of a majority of the outstanding voting securities of the Fund, using the same definition of this term described above regarding Proposal 1. Proposal 3. In order for the New Trustees to be elected, the entire slate of nominees must be approved by the affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote at the Meeting. Votes withheld will have the same effect as a vote against the Proposal.Please note that if you sign, date, and return the proxy card, but do not specify a vote on each Proposal, your shares will be voted in favor of each Proposal, and in the discretion of the proxies named therein with respect to any other 40business that may properly come before the Meeting or any postponements or adjournments thereof. IMPORTANT: Each Proposal must be approved in order for the Fund to move forward with any of the Proposals. If shareholders do not approve one of the Proposals, the Fund will abandon all three Proposals, and Madison will continue to serve as the investment adviser of the Fund and the Current Board will continue to oversee the Fund. No Dissenters RightsShareholders have no rights under applicable law or the Funds Declaration of Trust or Bylaws to exercise dissenters rights of appraisal with respect to any Proposal.Summary of Certain Aspects of Delaware Control Share Acquisition StatuteThe Fund is subject to the control share acquisition statute (the Control Share Statute) contained in Subchapter III of the Delaware Statutory Trust Act (the DSTA), which became automatically applicable to listed closed-end funds, such as the Fund.The Control Share Statute provides for a series of voting power thresholds above which shares are considered control beneficial interests (referred to here as control shares). Once a threshold is reached, an acquirer has no voting rights under the DSTA with respect to shares acquired in excess of that threshold (i.e., the control shares) unless approved by shareholders of the Fund or exempted by the Board. The Control Share Statute provides procedures for an acquirer to request a shareholder meeting for the purpose of considering whether voting rights shall be accorded to control shares.The foregoing is only a summary of certain aspects of the Control Share Statute. Some uncertainty around the application under the 1940 Act of state control share statutes exists as a result of recent federal and state court decisions that have found that certain control share acquisition provisions violate the 1940 Act.Security Ownership of Management, Trustees and Principal ShareholdersAs of the Record Date, to the best of the knowledge of the Fund, no trustee or officer of the Fund beneficially owned 1% or more of the outstanding shares of the Fund, and the trustees and the officers of the Fund, as a group, beneficially owned less than 1% of the outstanding shares of the Fund. The Current Board is not aware of any arrangements, the operation of which may result in a change in control of the Fund. The following table shows the dollar range of the Funds equity securities that are beneficially owned* by each member of the Current Board and the existing officers as of the Record Date. As of the same date, the nominees for New Trustee did not hold any equity securities of the Fund. * Beneficial Ownership is determined in accordance with Section 16a-1(a)(2) of the Exchange Act.41Trustee/Officer NameDollar Range of Beneficially-Owned Securities of the FundAggregate Dollar Range of Beneficially-Owned Securities of the Madison Fund Complex(1)Scott C. JonesNoneOver $100,000Steven P. RiegeNone$10,001 - $50,000Richard E. StruthersNone$10,001 - $50,000Jill M. Friedow$0 - $10,000$50,001 - $100,000Patrick F. RyanNoneOver $100,000Steve J. FredricksNone$50,001 - $100,000Greg D. HoppeNoneOver $100,000Brandon RedwingNone$1 - $10,000Kyle SchalowNoneNoneTerri WilhelmNoneNone(1) The term Madison Fund Complex refers to (i) the Madison Funds with 15 portfolios, (ii) the Ultra Series Fund with 14 portfolios, (iii) the Madison ETFs Trust with 4 active portfolios, and (iv) the Fund.As of the Record Date, to the knowledge of the Fund, no person owned of record or owned beneficially more than 5% of the voting securities of the Fund.Section 16 Beneficial Ownership Reporting ComplianceSection 16(a) of the Exchange Act and Section 30(h) of the 1940 Act require the Funds executive officers and trustees, certain officers of the Funds investment adviser, affiliated persons of the investment adviser, and persons who beneficially own more than 10% of the Funds shares to file certain reports of ownership (Section 16 filings) with the SEC and the NYSE. Based upon the Funds review of the copies of such forms effecting the Section 16 filings received by it, the Fund believes that for Funds fiscal year ended December 31, 2023, all filings applicable to such persons were completed and filed in a timely manner.HouseholdingThe SEC has adopted rules that permit investment companies, such as the Fund, to satisfy delivery requirements for proxy statements with respect to two or more shareholders sharing the same address by delivering a single proxy statement addressed to those shareholders. This process, which is commonly referred to as householding, could result in extra convenience and cost savings for the Fund and its shareholders.If possible, depending on shareholder registration and address information, and unless you have otherwise opted out, only one copy of this Proxy Statement will be sent to shareholders at the same address. However, each shareholder will receive separate proxy cards. If you currently receive multiple copies of proxy statements or shareholder reports and would like to request to receive a single copy of documents in the future, please contact your financial services firm.42Shareholder Proposals for Subsequent MeetingsShareholder proposals intended for inclusion in the Funds proxy statement in connection with the Funds 2025 Annual Meeting of Shareholders pursuant to Rule 14a-8 under the Exchange Act, must be received by the Fund at its principal executive offices by February 12, 2025. In order for the proposals made outside of Rule 14a-8 under the Exchange Act to be considered timely within the meaning of Rule 14a-4(c) under the Exchange Act, such proposals much be received by the Fund at its principal executives offices not later than the close of business on May 3, 2025, nor earlier than the close of business on April 3, 2025. The timely submission of a proposal does not guarantee its inclusion. Whether a proposal is included in a proxy statement will be determined in accordance with applicable federal and state laws, as well as the Funds governing documents.Other Matters to Come Before the MeetingNo business other than the Proposals described in this Proxy Statement are expected to come before the Meeting, but should any other matter requiring a vote of shareholders arise, the persons named as proxies will vote thereon in their discretion according to their best judgment in the interests of the Fund and its shareholders.Dated: August 7, 2024PLEASE COMPLETE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED ENVELOPE. YOU MAY ALSO VOTE BY INTERNET OR TELEPHONE IN ACCORDANCE WITH THE INSTRUCTIONS SET FORTH ON THE ENCLOSED PROXY CARD.43EXHIBIT ANEW INVESTMENT ADVISORY AGREEMENTINVESTMENT ADVISORY AGREEMENTINVESTMENT ADVISORY AGREEMENT (the Agreement), dated as of [ ], 2024 between Madison Covered Call and Equity Strategy Fund, a Delaware statutory trust (the Trust), and XA Investments LLC, a Delaware limited liability company (the Adviser).WHEREAS, the Adviser has agreed to furnish investment management and advisory services to the Trust, a closed-end management investment company registered under the Investment Company Act of 1940, as amended (the 1940 Act);WHEREAS, the Adviser is a registered investment adviser under the Investment Advisers Act of 1940, as amended (the Advisers Act); WHEREAS, this Agreement has been approved in accordance with the provisions of the 1940 Act, and the Adviser is willing to furnish such services upon the terms and conditions herein set forth; andNOW, THEREFORE, in consideration of the mutual premises and covenants herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged, it is agreed by and between the parties hereto as follows:1. Appointment(a) The Trust hereby appoints the Adviser to act as the investment adviser to the Trust and to furnish the management and investment advisory services described herein, for the period and upon the terms herein set forth.(b) The Adviser hereby agrees, all as more fully set forth herein, to act as investment adviser to the Trust with respect to the investment of the Trusts assets and to supervise and arrange for the day-to-day operations of the Trust and the purchase of securities for and the sale of securities held in the investment portfolio of the Trust.(c) The Adviser for all purposes in this Agreement will be deemed to be an independent contractor and, unless otherwise expressly provided or authorized in this Agreement, will have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. 2. Duties and Obligations of the Adviser with Respect to Investment of Assets of the Trust. (a) Subject to the direction and control of the Trusts Board of Trustees, the Adviser shall:(i) act as investment adviser for and supervise and manage the investment and reinvestment of the Trusts assets and, in connection therewith, have complete discretion in purchasing and selling securities and other assets for the Trust and in voting, exercising consents and exercising all other rights appertaining to such securities and other A-1assets on behalf of the Trust; (ii) supervise the investment program of the Trust and the composition of its investment portfolio; and (iii) arrange, subject to the provisions of Section 5 hereof, for the purchase and sale of securities and other assets held in the investment portfolio of the Trust. (b) In performing its duties under this Section 2, the Adviser may delegate some or all of its duties and obligations under this Agreement to one or more investment sub-advisers; provided, however, that any such delegation shall be pursuant to an agreement with terms agreed upon by the Trust and approved in a manner consistent with the 1940 Act and provided, further, that no such delegation shall relieve the Adviser from its duties and obligations of management and supervision of the management of the Trusts assets pursuant to this Agreement and to applicable law.(c) The Adviser shall maintain business continuity, cybersecurity, disaster recovery and backup capabilities and facilities in keeping with industry standards and Securities and Exchange Commission (SEC) requirements through which the Adviser will be able to perform its obligations hereunder with minimal disruptions or delay. (d) To the extent prohibited by Regulation S-P, the Adviser and its affiliates will not disclose any non-public personal information, as defined in Regulation S-P, received from the Trust regarding any shareholder unless in accordance with an exception under Regulation S-P, or as otherwise may be permitted by law. The Adviser represents and warrants that, in accordance with applicable state privacy laws and Regulation S-P, it has implemented safeguards by adopting policies and procedures reasonably designed to: (i) insure the security and confidentiality of records and non-public personal information of shareholders; (ii) protect against any anticipated threats or hazards to the security or integrity of shareholder records and non-public personal information; and (iii) protect against unauthorized access to or use of such shareholder records or non-public personal information that could result in substantial harm or inconvenience to any shareholder. The Adviser shall treat confidentially all records of the Trust and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where the Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or (ii) when so requested by the Trust.(e) The Adviser acknowledges that, in compliance with the Bank Secrecy Act, as amended, the USA PATRIOT Act, and any implementing regulations thereunder (together, the AML Laws), the Trust has adopted anti-money laundering policies and procedures (the AML Policies). The Adviser agrees to comply with the Trusts AML Policies and the AML Laws, as the same may apply to the Adviser, now and in the future, and understands and agrees that the Trust may disclose information regarding the Adviser to governmental and/or regulatory or self-regulatory authorities to the extent required by applicable law or regulation and may file reports with such authorities as may be required by such law or regulation.A-2(f) The Adviser shall provide such information as may reasonably be requested by the Board under Section 15(c) of the 1940 Act in connection with its annual consideration of this Agreement.3. Duties and Obligations of the Adviser with Respect to the Management of the TrustThe Adviser shall perform the management services necessary for the operation of the Trust, including providing the Trust necessary personnel and such other services as the Adviser, subject to review by the Board of Trustees, from time to time shall determine to be necessary or useful to perform its obligations under this Agreement. The Adviser, also on behalf of the Trust, shall conduct relations with administrators, custodians, depositories, transfer agents, pricing agents, investor support service providers, investor relations providers, dividend disbursing agents, other shareholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable.4. Covenants(a) In the performance of its duties under this Agreement, the Adviser shall at all times conform to, and act in accordance with, any requirements imposed by:(i) the provisions of the 1940 Act and the Advisers Act and all applicable Rules and Regulations of the SEC; (ii) any other applicable provision of law; (iii) the provisions of this Agreement and Declaration of Trust and By-Laws of the Trust, as such documents are amended from time to time; (iv) the investment objective, policies and restrictions of the Trust as set forth in its Registration Statement on Form N-2; and (v) any policies and determinations of the Board of Trustees of the Trust.(b) The Adviser will maintain a written code of ethics (the Code of Ethics) pursuant to Rule 17j-1 under the 1940 Act, a copy of which will be provided to the Trust, and will institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Adviser will follow such Code of Ethics in performing its services under this Agreement.(c) The Adviser will maintain compliance policies and procedures adopted pursuant to Rule 206(4)-7 under the Advisers Act and Rule 38a-1 under the 1940 Act, a copy of which will be provided to the Trust, and follow such compliance policies and procedures in performing its services under this Agreement; and(d) The Adviser will cooperate with the chief compliance officer of the Trust in connection with the implementation and operation of the Trusts compliance policies and procedures adopted pursuant to Rule 38a-1 under the 1940 Act, and will prepare necessary reports and provide the Trusts chief compliance officer with access to information reasonably necessary for the Trust to comply with Rule 38a-1.A-35. Portfolio Transactions(a) In the performance of its duties under this Agreement, the Adviser will place orders either directly with the issuer or with any broker or dealer. Subject to the other provisions of this paragraph, in placing orders with brokers and dealers, the Adviser will attempt to obtain the best price and the most favorable execution of its orders, and all such brokerage placement shall be made in compliance with Section 28(e) of the Securities Exchange Act of 1934, as amended. In placing orders, the Adviser will consider the experience and skill of the firms securities traders as well as the firms financial responsibility and administrative efficiency. Consistent with this obligation, the Adviser may select brokers on the basis of the research, statistical and pricing services they provide to the Trust and other clients of the Adviser. Information and research received from such brokers will be in addition to, and not in lieu of, the services required to be performed by the Adviser hereunder. A commission paid to such brokers may be higher than that which another qualified broker would have charged for effecting the same transaction, provided that the Adviser determines in good faith that such commission is reasonable in terms either of the transaction or the overall responsibility of the Adviser to the Trust and its other clients and that the total commissions paid by the Trust will be reasonable in relation to the benefits to the Trust over the long-term. In no instance, however, will the Trusts securities be purchased from or sold to the Adviser, or any affiliated person thereof, except to the extent permitted by the SEC or by applicable law.(b) At the request of the Board of Trustees of the Trust, the Adviser will identify and provide a written description to the Board of Trustees of soft dollar arrangements that the Adviser maintains with respect to the Trust or with brokers or dealers that execute transactions for the Trust, and of research and other services provided to the Adviser by a broker or dealer (whether prepared by such broker or dealer or by a third party) as a result, in whole or in part, of the direction of Trust transactions to the broker or dealer. (c) From time to time, the Adviser or brokers or dealers affiliated with it may find themselves in a position to buy for certain of their clients (each an Account) securities which the Advisers investment advisory clients wish to sell, and to sell for certain of their clients securities which other advisory clients wish to buy. Where one of the parties is an advisory client, the Adviser or the affiliated broker or dealer cannot participate in this type of transaction (known as a cross transaction) on behalf of an advisory client and retain commissions from one or both parties to the transaction without the advisory clients consent. This is because in a situation where the Adviser is making the investment decision (as opposed to a brokerage client who makes his own investment decisions), and the Adviser or an affiliate is receiving commissions from both sides of the transaction, there is a potential conflicting division of loyalties and responsibilities on the Advisers part regarding the advisory client. The SEC has adopted a rule under the Advisers Act that permits the Adviser or its affiliates to participate on behalf of an Account in agency cross transactions if the advisory client has given written consent in advance. By execution of this Agreement, the Trust authorizes the Adviser or its affiliates to participate in agency cross transactions involving an Account. The Trust may revoke its consent at any time by written notice to the Adviser.A-46. ConfidentialityEach of the Trust and the Adviser acknowledge and agree that pursuant to this Agreement, either party may have access to the other partys confidential and proprietary information and materials concerning or pertaining to the others business. Each party will receive and hold such information in the strictest confidence, and acknowledge, represent, and warrant that it will use its best efforts to protect the confidentiality of this information. Each party agrees that, without the prior written consent of the other party, which approval shall not be unreasonably withheld, they will not use, copy, or divulge to third parties or otherwise use, except in accordance with the terms of this Agreement, any information obtained from or through the other party in connection with this Agreement; provided, however, this covenant shall not apply to information (i) which is in the public domain now or when it becomes in the public domain in the future, other than by reason of a breach of this Agreement, (ii) which has come to either party from a lawful source not bound to maintain the confidentiality of such information, other than from the other party or an affiliate or representative of that party, (iii) disclosures which are required by law, regulatory authority, regulation or legal process or are made to any regulatory agency in the normal course of an examination, audit or investigation involving such party, or (iv) disclosure as reasonably necessary in the course of business to third parties subject to a duty to maintain the confidentiality of the information.7. Services Not Exclusive(a) Nothing in this Agreement shall prevent the Adviser or any officer, employee or other affiliate thereof from acting as investment adviser for any other person, firm or corporation, or from engaging in any other lawful activity, and shall not in any way limit or restrict the Adviser or any of its officers, employees or agents from buying, selling or trading any securities for its or their own accounts or for the accounts of others for whom it or they may be acting; provided, however, that the Adviser will undertake no activities which, in its judgment, will adversely affect the performance of its obligations under this Agreement.(b) The Adviser may manage other investment accounts and funds, including those with investment objectives similar to the Trust. Securities considered as investments for the Trust may also be appropriate for other investment accounts and funds that may be managed by the Adviser. Subject to applicable laws and regulations, the Adviser will attempt to allocate equitably portfolio transactions among the portfolios of its other investment accounts and funds purchasing securities whenever decisions are made to purchase or sell securities by the Trust and one or more of such other accounts or funds simultaneously. In making such allocations, the main factors to be considered by the Adviser will be the respective investment objectives of the Trust and such other accounts and funds, the relative size of portfolio holdings of the same or comparable securities, the availability of cash for investment by the Trust and such other accounts and funds, the size of investment commitments generally held by the Trust and such accounts and funds, and the opinions of the persons responsible for recommending investments to the Trust and such other accounts and funds. 8. Books and Records(a) The Adviser undertakes and agrees to maintain or cause others to maintain, in the form and for the period required by Rule 31a-2 A-5under the 1940 Act, all records relating to the Trusts investments that are required to be maintained by the Trust pursuant to the 1940 Act with respect to the Advisers responsibilities under this Agreement for the Trust, and which are not otherwise maintained by the administrator, fund accounting agent, custodian or other service providers to the Trust.(b) In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Adviser hereby agrees that all records which it maintains for the Trust are the property of the Trust and further agrees to surrender promptly to the Trust any such records upon the Trusts request. 9. CustodyNothing in this Agreement will require the Adviser to take or receive physical possession of cash, securities, or other investments of the Trust. 10. Expenses(a) During the term of this Agreement, the Adviser will bear all costs and expenses of its employees and any overhead incurred in connection with its duties hereunder, except as provided pursuant to paragraph (c) of this Section 10, and shall bear the costs of any salaries or trustees fees of any officers or trustees of the Trust who are affiliated persons (as defined in the 1940 Act) of the Adviser.(b) The Trust will bear all other costs, fees and expenses of its operations and transactions, including those relating to: (1) organization; (2) calculation of the Trusts net asset value (including the cost and expenses of any independent valuation firm, agent or other provider); (3) expenses payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for the Trust and in monitoring the Trusts investments; (4) interest payable on indebtedness and dividends and distributions on preferred shares, as applicable, if any, incurred to finance the Trusts investments; (5) offerings of the Trusts common shares and other securities (including, all fees, costs and expenses related thereto); (6) fees payable to third parties, including agents, legal counsel, consultants or other advisors, relating to, or associated with, evaluating and making investments; (7) administrator, transfer agent and custodian fees; (8) federal and state registration fees; (9) all costs of registration and listing the Trusts shares on any securities exchange; (10) federal, state and local taxes; (11) independent trustees fees and expenses; (12) costs of preparing and filing reports or other documents required by governmental bodies (including the SEC), including printing costs; (13) costs of any reports, proxy statements or other notices to shareholders, including printing costs; (14) insurance premiums for fidelity bond and other insurance coverage, including the Trusts allocable portion of the fidelity bond, trustees and officers errors and omissions liability insurance, including independent trustees liability insurance, and any other insurance premium; (15) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; (16) brokerage commissions, assignment fees and other costs in connection with the purchase, holding or sale of securities and other investment instruments (including, without limitation, security settlement costs); (17) expenses incidental to holding meetings of the Trusts shareholders, including proxy solicitations therefor; provided, however, that the Trust will not bear such expenses with respect to any meeting of the Trusts shareholders held for the purpose of seeking shareholder approval of a new investment advisory agreement in connection A-6with a change of control of the Adviser; (18) unusual, non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust is a party and legal obligations that the Trust may have to indemnify the Trusts directors, officers and/or employees or agents with respect to these actions, suits or proceedings; and (19) all other expenses incurred by the Trust in connection with administering the Trusts business.(c) The Trust may, if and to the extent approved by the Board of Trustees, including a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, from time to time reimburse the Adviser for certain costs and expenses incurred by the Adviser in connection with the management of the Trusts assets, which may include the Trusts allocable share of portfolio management and trading software costs, research expenses (including modeling and analytic software costs), diligence expenses and out-of-pocket travel costs incurred in connection with the management of the Trusts assets. For the avoidance of doubt, in no event shall expenses associated with the general overhead of the Adviser be reimbursed by the Trust.11. Compensation of the Adviser(a) The Trust agrees to pay to the Adviser and the Adviser agrees to accept as full compensation for all services rendered by the Adviser as such, a monthly fee in arrears at an annual rate equal to 0.80% of the Trusts average daily value of the Trusts Managed Assets. For any period less than a month during which this Agreement is in effect, the fee shall be prorated according to the proportion which such period bears to a full month of 28, 29, 30 or 31 days, as the case may be. (b) Managed Assets means the total assets of the Trust, including the assets attributable to the proceeds from financial leverage (including through the issuance of preferred shares or the issuance of senior securities representing indebtedness), minus liabilities, other than liabilities related to any financial leverage. (c) For purposes of this Agreement, the total assets of the Trust shall be calculated pursuant to the procedures adopted by resolutions of the Trustees of the Trust for calculating the value of the Trusts assets.(d) The Adviser may elect from time to time, in its sole discretion, to waive its right to reimbursement or its receipt of the advisory fee.12. Representations and Warranties(a) The Trust represents and covenants to the Adviser as follows:(i) The Trust is duly organized and validly existing under the laws of the State of Delaware with the power to own and possess its assets.(ii) The execution, delivery and performance by the Trust of this Agreement are within the Trusts powers and have been duly authorized by all necessary actions of the Board of Trustees, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or A-7regulation, (ii) the Trusts governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instruments binding upon the Trust.(iii) The Trust is, or will be prior to commencing operations, registered as a closed-end management investment company under the 1940 Act and the Trusts shares are, or will be prior to commencing operations, registered under the Securities Act of 1933, as amended, and under any applicable state securities laws, or exempt from such registration.(b) The Adviser represents and covenants to the Trust as follows:(i) The Adviser is duly organized and validly existing under the laws of the State of Delaware.(ii) The execution, delivery and performance by the Adviser of this Agreement are within the Advisers powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance of this Agreement by the parties to this Agreement, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Advisers governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instruments binding upon the Adviser.(iii) The Adviser is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement.13. Limitation on LiabilityThe Adviser will not be liable for any error of judgment or mistake of law or for any loss suffered by Adviser or by the Trust in connection with the performance of this Agreement, except a loss resulting from a breach of a fiduciary duty with respect to the receipt of compensation for services or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder).14. IndemnificationThe Trust shall indemnify, defend and protect the Adviser, its members and their respective officers, managers, partners, agents, employees, controlling persons, members and any other person affiliated with any of them (collectively, the Indemnified Parties) (each of whom shall be deemed a third party beneficiary hereof) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, A-8investigation or other proceeding (including an action or suit by or in the right of the Trust or its security holders) arising out of or otherwise based upon the performance of any of the Advisers duties or obligations under this Agreement or otherwise as an investment adviser of the Trust. Notwithstanding the foregoing provisions of this Section 12 to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Trust or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of any Indemnified Partys duties or by reason of the reckless disregard of the Advisers duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder).15. Duration and Termination(a) This Agreement shall become effective as of the date hereof and, unless sooner terminated with respect to the Trust as provided herein, shall continue in effect for a period of two years. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Trust for successive periods of 12 months, provided such continuance is specifically approved at least annually by both:(i) the vote of a majority of the Trusts Board of Trustees or the vote of a majority of the outstanding voting securities of the Trust at the time outstanding and entitled to vote, and (ii) the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. (b) Notwithstanding the foregoing, this Agreement may be terminated by the Trust at any time, without the payment of any penalty, upon giving the Adviser 60 days notice (which notice may be waived by the Adviser), provided that such termination by the Trust shall be directed or approved by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Trust at the time outstanding and entitled to vote, or by the Adviser on 60 days written notice to the Trust (which notice may be waived by the Trust). (c) This Agreement will immediately terminate in the event of its assignment. (d) As used in this Agreement, the terms majority of the outstanding voting securities, interested person and assignment shall have the same meanings of such terms in the 1940 Act.(e) The terms of Sections 6, 8, 13 and 14, 18, 19 and 20 of this Agreement shall survive the termination of this Agreement.16. NoticesAny notice under this Agreement shall be in writing to the other party at such address as the other party may designate from time to time for the receipt of such notice and shall be deemed to be received on the earlier of the date actually received or on the fourth day after the postmark if such notice is A-9mailed first class postage prepaid.17. Amendment of this AgreementNo provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. Any amendment of this Agreement shall be subject to the 1940 Act.18. Governing LawThis Agreement shall be governed by and construed in accordance with the laws of the State of Delaware for contracts to be performed entirely therein without reference to choice of law principles thereof and in accordance with the applicable provisions of the 1940 Act.19. Use of the NameThe Adviser has consented to the use by the Trust of the name or identifying word XA, XAI or XA Investments in the name of the Trust. Such consent is conditioned upon the employment of the Adviser as the investment adviser to the Trust. The name or identifying word XA, XAI or XA Investments may be used from time to time in other connections and for other purposes by the Adviser and any of its affiliates. The Adviser may require the Trust to cease using XA, XAI or XA Investments in the name of the Trust, if the Trust ceases to employ, for any reason, the Adviser, any successor thereto or any affiliate thereof as investment adviser of the Trust. If so required by the Adviser, the Trust will cease using XA, XAI or XA Investments in its name as promptly as practicable and make all reasonable efforts to remove XA, XAI or XA Investments from its name.20. Miscellaneous(a) The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.(b) If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. (c) Nothing contained in this Agreement will be deemed to require the Trust to take any action contrary to the Trusts Amended and Restated Agreement and Declaration of Trust or By-laws, as they may be amended and/or restated from time to time, or any applicable statute or regulation, or to relieve or deprive the Board of Trustees of its responsibility for and control of the conduct of the affairs of the Trust. (d) This Agreement shall be binding on, and shall inure to the benefit of the parties hereto and their respective successors.(e) This Agreement may be executed in counterparts by the parties hereto, each of which shall constitute an original counterpart, and all of which, together, shall constitute one Agreement. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.A-10(f) This Agreement constitutes the entire understanding and agreement, and supersedes any and all other proposals, understandings, and agreements among the parties with respect to the subject matter hereof.IN WITNESS WHEREOF, the parties hereto have caused the foregoing instrument to be executed by their duly authorized officers, all as of the day and the year first above written.MADISON COVERED CALL & EQUITY STRATEGY FUNDBy: Name: Title: XA INVESTMENTS LLCBy: Name: Title: A-11EXHIBIT BNEW SUBADVISORY AGREEMENTINVESTMENT SUBADVISORY AGREEMENTINVESTMENT SUB-ADVISORY AGREEMENT (the Agreement), dated as of [ ], 2024 (the Effective Date) among Madison Covered Call and Equity Strategy Fund, a Delaware statutory trust (the Trust), XA Investments LLC, a Delaware limited liability company (the Adviser), and Madison Asset Management, LLC a Wisconsin limited liability company (the Sub-Adviser).WHEREAS, the Adviser has agreed to furnish investment management and advisory services to the Trust, a closed-end management investment company registered under the Investment Company Act of 1940, as amended (the 1940 Act);WHEREAS, the investment advisory agreement between the Adviser and the Trust dated as of [ ] (such agreement or the most recent successor agreement between such parties relating to advisory services to the Trust is referred to herein as the Investment Advisory Agreement) contemplates that the Adviser may sub-contract investment advisory services with respect to the Trust to a sub-adviser(s) pursuant to a sub-advisory agreement(s) agreeable to the Trust and approved in accordance with the provisions of the 1940 Act;WHEREAS, the Adviser wishes to retain the Sub-Adviser to provide certain sub-advisory services; WHEREAS, the Sub-Adviser is a registered investment adviser under the Investment Advisers Act of 1940, as amended (the Advisers Act); andWHEREAS, this Agreement has been approved in accordance with the provisions of the 1940 Act, and the Sub-Adviser is willing to furnish such services upon the terms and conditions herein set forth;NOW, THEREFORE, in consideration of the mutual premises and covenants herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged, it is agreed by and between the parties hereto as follows:1. Appointment(a) The Adviser hereby appoints the Sub-Adviser to act as the investment sub-adviser to the Trust and to furnish the services described herein, for the period and upon the terms herein set forth.(b) The Sub-Adviser hereby agrees, all as more fully set forth herein, to act as investment sub-adviser to the Trust and to furnish the services described below with respect to the investment of the Trusts assets and the purchase of securities for and the sale of securities held in the investment portfolio of the Trust.(c) The Sub-Adviser for all purposes in this Agreement will be deemed to be an independent contractor and, unless otherwise expressly provided or authorized in this Agreement, will have no authority to act for or represent the Adviser or the Trust in any way B-1or otherwise be deemed an agent of the Adviser or the Trust. 2. Duties and Obligations of the Sub-Adviser with Respect to Investment of Assets of the Trust(a) Subject to the oversight and supervision of the Adviser and direction and control of the Trusts Board of Trustees, the Sub-Adviser will act as sub-adviser for the Trust and perform one or more of the following services at the request of the Adviser in connection with the investment and reinvestment of the Trusts assets: (i) managing the investment and reinvestment of the assets of the Trust in accordance with the investment policies and guidelines of the Trust;(ii) subject to the provisions of Section 4 hereof, purchasing and selling securities and other assets for the Trust and placing orders for purchases and sales of assets of the Trust; (iii) providing investment research and credit analysis concerning the assets of the Trust; (iv) monitoring on a daily basis the investment activities and portfolio holdings relating to the Trust;(v) voting proxies relating to the Trusts portfolio securities in accordance with the proxy voting policies and procedures of the Sub-Adviser; and(vi) settlement of transactions and completing corporate actions. (b) At the request of the Adviser, the Sub-Adviser will also, subject to the oversight and supervision of the Adviser and the direction and control of the Trusts Board of Trustees, consult with the Adviser as to the overall management of the assets of the Trust and the investment policies and practices of the Trust, including (but not limited to) the use by the Trust of financial leverage and matters relating to such financial leverage (e.g., form, amount and costs) and the utilization by the Trust of any interest rate or other hedging or risk management transactions in connection therewith. (c) In addition, the Sub-Adviser will keep the Trust and the Adviser informed of developments relating to the Sub-Adviser or the Trusts investments materially affecting the Trust and shall, upon request, furnish to the Adviser and the Trust all information relevant to such developments. (d) The Sub-Adviser will periodically communicate to the Adviser or other service providers of the Trust, at such times as the Adviser may request, information concerning the purchase and sale of securities for the Trust and such other information as the Adviser may reasonably require for purposes of fulfilling its obligations to the Trust under the Investment Advisory Agreement.(e) In addition to the investment policies and guidelines of the Trust, the Adviser may from time to time communicate to the Sub-Adviser instructions (the Instructions) in writing that limit or supplement the investment policies and guidelines and are subject to approval by the Sub-B-2Adviser, which approval shall not be unreasonably withheld. Neither the investment policies and guidelines nor the Instructions shall require the Sub-Adviser to obtain capabilities or resources beyond those it possesses as of the Effective Date. The Adviser shall promptly notify the Sub-Adviser, in writing, of any change in the investment policies and guidelines that is made for any reason, including but not limited to a change by the Adviser, the Trust or in any applicable law or regulation. The Adviser acknowledges that the Sub-Adviser may be required to terminate delivery of certain data or services used in managing the Trust in the event the Sub-Adviser is no longer able to obtain such data or services.(f) The Sub-Adviser shall maintain business continuity, cybersecurity, disaster recovery and backup capabilities and facilities in keeping with industry standards and Securities and Exchange Commission (SEC) requirements through which the Sub-Adviser will be able to perform its obligations hereunder with minimal disruptions or delay. (g) To the extent prohibited by Regulation S-P, the Sub-Adviser and its affiliates will not disclose any non-public personal information, as defined in Regulation S-P, received from the Trust regarding any shareholder unless in accordance with an exception under Regulation S-P, or as otherwise may be permitted by law. The Sub-Adviser represents and warrants that, in accordance with applicable state privacy laws and Regulation S-P, it has implemented safeguards by adopting policies and procedures reasonably designed to: (i) insure the security and confidentiality of records and non-public personal information of shareholders; (ii) protect against any anticipated threats or hazards to the security or integrity of shareholder records and non-public personal information; and (iii) protect against unauthorized access to or use of such shareholder records or non-public personal information that could result in substantial harm or inconvenience to any shareholder. The Sub-Adviser shall treat confidentially all records of the Trust and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where the Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or (ii) when so requested by the Trust.(h) The Sub-Adviser acknowledges that, in compliance with the Bank Secrecy Act, as amended, the USA PATRIOT Act, and any implementing regulations thereunder (together, the AML Laws), the Trust has adopted anti-money laundering policies and procedures (the AML Policies). The Sub-Adviser agrees to comply with the Trusts AML Policies and the AML Laws, as the same may apply to the Sub-Adviser, now and in the future, and understands and agrees that the Trust may disclose information regarding the Sub-Adviser to governmental and/or regulatory or self-regulatory authorities to the extent required by applicable law or regulation and may file reports with such authorities as may be required by such law or regulation.(i) The Sub-Adviser shall provide such information as may reasonably be requested by the Adviser and/or the Board of Trustees under Section 15(c) of the 1940 Act in connection with its annual consideration of this Agreement.B-3(i) Nothing in this Agreement is deemed to impose on the Sub-Adviser responsibility for the preparation of the Trusts financial statements or the Trusts other financial and regulatory filing and reporting obligations, provided that the Sub-Adviser shall provide sub-certifications in the form reasonably requested by the Trust relating to the Sub-Advisers services under this Agreement to assist the Trust in complying with the provisions of the Sarbanes-Oxley Act of 2002.3. Covenants(a) In the performance of its duties under this Agreement, the Sub-Adviser shall at all times conform to, and act in accordance with, any requirements imposed by:(i) the provisions of the 1940 Act and the Advisers Act and all applicable Rules and Regulations of the SEC; (ii) any other applicable provision of law; (iii) the provisions of this Agreement and Declaration of Trust and By-Laws of the Trust, as such documents are amended from time to time; (iv) the investment objective, policies and restrictions of the Trust as set forth in its Registration Statement on Form N-2 and as supplemented from time to time by the Trusts shareholder reports and other SEC filings; and (v) any policies and determinations of the Board of Trustees of the Trust.(b) The Sub-Adviser will not consult with any other sub-adviser of the Trust or any other sub-adviser to a fund under common control with the Trust concerning transactions of the Trust in securities or other assets.(c) The Sub-Adviser will maintain a written code of ethics (the Code of Ethics) pursuant to Rule 17j-1 under the 1940 Act, a copy of which will be provided to the Trust and the Adviser, and will institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Sub-Adviser will follow such Code of Ethics in performing its services under this Agreement.(d) The Sub-Adviser will maintain compliance policies and procedures adopted pursuant to Rule 206(4)-7 under the Advisers Act and Rule 38a-1 under the 1940 Act, a copy of which will be provided to the Trust and the Adviser, and follow such compliance policies and procedures in performing its services under this Agreement; and(e) The Sub-Adviser will cooperate with the chief compliance officer of the Trust in connection with the implementation and operation of the Trusts compliance policies and procedures adopted pursuant to Rule 38a-1 under the 1940 Act, and will prepare necessary reports and provide the Trusts chief compliance officer with access to information reasonably necessary for the Trust to comply with Rule 38a-1.4. Portfolio Transactions(a) In the performance of its duties under this Agreement, the Sub-Adviser will place orders either directly with the issuer or with any broker B-4or dealer. Subject to the other provisions of this paragraph, in placing orders with brokers and dealers, the Sub-Adviser will attempt to obtain the best price and the most favorable execution of its orders, and all such brokerage placement shall be made in compliance with Section 28(e) of the Securities Exchange Act of 1934, as amended. In placing orders, the Sub-Adviser will consider the experience and skill of the firms securities traders as well as the firms financial responsibility and administrative efficiency. Consistent with this obligation, the Sub-Adviser may select brokers on the basis of the research, statistical and pricing services they provide to the Trust and other clients of the Sub-Adviser. Information and research received from such brokers will be in addition to, and not in lieu of, the services required to be performed by the Sub-Adviser hereunder. A commission paid to such brokers may be higher than that which another qualified broker would have charged for effecting the same transaction, provided that the Sub-Adviser determines in good faith that such commission is reasonable in terms either of the transaction or the overall responsibility of the Sub-Adviser to the Trust and its other clients and that the total commissions paid by the Trust will be reasonable in relation to the benefits to the Trust over the long-term. In no instance, however, will the Trusts securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except to the extent permitted by the SEC or by applicable law.(b) At the request of the Adviser or the Trust, the Sub-Adviser will identify and provide a written description to the Adviser and the Board of Trustees of the Trust of soft dollar arrangements that the Sub-Adviser maintains with respect to the Trust or with brokers or dealers that execute transactions for the Trust, and of research and other services provided to the Sub-Adviser by a broker or dealer (whether prepared by such broker or dealer or by a third party) as a result, in whole or in part, of the direction of Trust transactions to the broker or dealer. (c) From time to time, the Sub-Adviser or brokers or dealers affiliated with it may find themselves in a position to buy for certain of their clients (each an Account) securities which the Sub-Advisers investment advisory clients wish to sell, and to sell for certain of their clients securities which advisory clients wish to buy. Where one of the parties is an advisory client, the Sub-Adviser or the affiliated broker or dealer cannot participate in this type of transaction (known as a cross transaction) on behalf of an advisory client and retain commissions from one or both parties to the transaction without the advisory clients consent. This is because in a situation where the Sub-Adviser is making the investment decision (as opposed to a brokerage client who makes his own investment decisions), and the Sub-Adviser or an affiliate is receiving commissions from both sides of the transaction, there is a potential conflicting division of loyalties and responsibilities on the Sub-Advisers part regarding the advisory client. However, the SEC has adopted a rule under the Advisers Act that permits the Sub-Adviser or its affiliates to participate on behalf of an Account in agency cross transactions if the advisory client has given written consent in advance. Therefore, by execution of this Agreement, the Trust authorizes the Sub-Adviser or its affiliates to participate in agency cross transactions involving an Account. The Trust may revoke its consent at any time by written notice to the Sub-Adviser.5. ConfidentialityEach of the Trust, the Adviser and the Sub-Adviser acknowledge and agree that in satisfying its respective obligations under and performing B-5services in connection with this Agreement, any party may have access to another partys confidential and proprietary information and materials concerning or pertaining to the others business (confidential information). Each party will receive and hold such information in the strictest confidence, and acknowledge, represent, and warrant that it will use its best efforts to protect the confidentiality of this information to the same degree of care as it would its own confidential information. Each party agrees that, without the prior written consent of the other party, which approval shall not be unreasonably withheld, such party will not use, copy, or divulge to third parties or otherwise use, except in accordance with the terms of this Agreement, any confidential information of another party without the prior written consent of such other party; provided, however, this covenant shall not apply to (i) information which is in the public domain now or when it becomes in the public domain in the future, other than by reason of a breach of this Agreement, (ii) information which has come to a party from a lawful source not bound to maintain the confidentiality of such information, other than from any other party or an affiliate or representative of that party, (iii) information which is independently developed without the use of confidential information, (iv) disclosures which are required by law, regulatory authority, regulation or legal process or are made to any regulatory agency in the normal course of an examination, audit or investigation involving such party, or (v) disclosure as reasonably necessary in the course of business to third parties subject to a duty to maintain the confidentiality of the information. Notwithstanding the foregoing, the Sub-Adviser may disclose information it receives from or on behalf of the Trust or the Adviser to officers and employees of the Sub-Adviser or any of its affiliates in the course of providing the services under this Agreement and the Sub-Adviser may disclose the Trusts TIN information to third parties as required to perform the Sub-Advisers services under this Agreement. 6. Services Not Exclusive(a) Nothing in this Agreement shall prevent the Sub-Adviser or any officer, employee or other affiliate thereof from acting as investment adviser for any other person, firm or corporation, or from engaging in any other lawful activity, and shall not in any way limit or restrict the Sub-Adviser or any of its officers, employees or agents from buying, selling or trading any securities for its or their own accounts or for the accounts of others for whom it or they may be acting; provided, however, that the Sub-Adviser will undertake no activities which, in its judgment, will adversely affect the performance of its obligations under this Agreement.(b) The Sub Adviser currently manages, and may in the future manage, other investment accounts and funds, including those with investment objectives similar to the Trust. Securities considered as investments for the Trust may also be appropriate for other investment accounts and funds that may be managed by the Sub-Adviser. Subject to applicable laws and regulations, the Sub-Adviser will attempt to allocate equitably portfolio transactions among the portfolios of its other investment accounts and funds purchasing securities whenever decisions are made to purchase or sell securities by the Trust and one or more of such other accounts or funds over time. In making such allocations, the main factors to be considered by the Sub-Adviser will be the respective investment objectives of the Trust and such other accounts and funds, the relative size of portfolio holdings of the same or comparable securities, the availability of cash for investment by the Trust and such other accounts and funds, the size of investment commitments generally B-6held by the Trust and such accounts and funds, and the opinions of the persons responsible for recommending investments to the Trust and such other accounts and funds. 7. Books and Records(a) The Sub-Adviser undertakes and agrees to maintain or cause others to maintain, in the form and for the period required by Rule 31a-2 under the 1940 Act, all records relating to the Trusts investments that are required to be maintained by the Trust pursuant to the 1940 Act with respect to the Sub-Advisers responsibilities under this Agreement for the Trust, and which are not otherwise maintained by the administrator, fund accounting agent, custodian or other service providers to the Trust.(b) In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which it maintains for the Trust are the property of the Trust and further agrees to surrender promptly to the Trust any such records upon the Trusts request, except for any software or other intellectual property that is proprietary to, or owned or licensed by, the Sub-Adviser or any of its affiliates, which shall remain the property of the Sub-Adviser. Notwithstanding the foregoing, the Sub-Adviser shall retain those original records or copies of records in order to comply with the Advisers Act record keeping requirement, applicable law and its own internal policies.(c) Each of the Adviser and the Trust shall own, have custody of and maintain its general corporate accounts and records. At reasonable times and upon reasonable notice, the Trust shall provide the Sub-Adviser with access to all books, records, accounts, facilities, and personnel necessary or appropriate for the performance of the Sub-Advisers obligations under this Agreement. 8. CustodyNothing in this Agreement will require the Sub-Adviser to take or receive physical possession of cash, securities, or other investments of the Trust. The Trust shall select, engage and maintain at the Trusts expense one or more custodians meeting the requirements of Section 17(f) of the 1940 Act and the rules, regulations and interpretations thereunder (each a Custodian) to serve as Custodian(s) of the Trust assets. The Adviser shall provide the Sub-Adviser, in writing, the identity of each Custodian, any change in a Custodian and all other information regarding the Custodian(s) required for the Sub-Adviser to carry out its duties under this Agreement. The Adviser shall notify each Custodian of the appointment of the Sub-Adviser and of the authority of the Sub-Adviser to effect investments with respect to the Trust assets. All transactions authorized by this Agreement are made by payment to or delivery by the Custodian(s). The Sub-Adviser shall have no rights or responsibilities, including to direct payment or move cash or assets of the Trust, that would be defined as taking custody under the Advisers Act. In connection with the Trusts custody agreement(s), the Adviser and the Trust will ensure that no such rights are given to the Sub-Adviser. The Trust and the Adviser will ensure that the Sub-Adviser may use the Depositary Trust Companys Institutional Delivery System for trade confirmation and settlement. B-79. Expenses(a) During the term of this Agreement, the Sub-Adviser will bear all costs and expenses of its employees and any overhead incurred in connection with its duties hereunder, except as provided pursuant to paragraph (d) of this Section 9, and shall bear the costs of any salaries or trustees fees of any officers or trustees of the Trust who are affiliated persons (as defined in the 1940 Act) of the Sub-Adviser.(b) The Sub-Adviser shall not be responsible for any expenses of the Adviser or the Trust not specifically set forth in this Section 9 or otherwise in any written agreement between the Sub-Adviser and the Trust or the Adviser, as the case may be.(c) The Trust will bear all other costs, fees and expenses of its operations and transactions, including those relating to: (1) organization; (2) calculation of the Trusts net asset value (including the cost and expenses of any independent valuation firm, agent or other provider); (3) expenses payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for the Trust and in monitoring the Trusts investments; (4) interest payable on indebtedness and dividends and distributions on preferred shares, as applicable, if any, incurred to finance the Trusts investments; (5) offerings of the Trusts common shares and other securities (including, all fees, costs and expenses related thereto); (6) fees payable to third parties, including agents, legal counsel, consultants or other advisors, relating to, or associated with, evaluating and making investments; (7) administrator, transfer agent and custodian fees; (8) federal and state registration fees; (9) all costs of registration and listing the Trusts shares on any securities exchange; (10) federal, state and local taxes; (11) independent trustees fees and expenses; (12) costs of preparing and filing reports or other documents required by governmental bodies (including the SEC), including printing costs; (13) costs of any reports, proxy statements or other notices to shareholders, including printing costs; (14) insurance premiums for fidelity bond and other insurance coverage, including the Trusts allocable portion of the fidelity bond, trustees and officers errors and omissions liability insurance, including independent trustees liability insurance, and any other insurance premium; (15) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; (16) brokerage commissions, assignment fees and other costs in connection with the purchase, holding or sale of securities and other investment instruments (including, without limitation, security settlement costs; (17) expenses incidental to holding meetings of the Trusts shareholders, including proxy solicitations therefor; provided, however, that the Trust will not bear such expenses with respect to any meeting of the Trusts shareholders held for the purpose of seeking approval of a new investment sub-advisory agreement in connection with a change of control of the Sub-Adviser; (18) unusual, non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust is a party and legal obligations that the Trust may have to indemnify the Trusts directors, officers and/or employees or agents with respect to these actions, suits or proceedings; and (19) all other expenses incurred by the Trust in connection with administering the Trusts business.B-810. Compensation of the Sub-Adviser(a) The Trust agrees to pay to the Sub-Adviser, and the Sub-Adviser agrees to accept as full compensation for all services rendered by the Sub-Adviser under this Agreement, a monthly fee in arrears in an amount equal to the specified percentage of the advisory fee payable to the Adviser from the Trust (the Sub-Advisory Fee):Average Daily Managed AssetsSub-Adviser Percentage of Management Fees / (Fee Rate)Type of Fee SplitFirst $175 million55% / (0.44%)AbsoluteGreater than $175 million and up to $25050% / (0.40%)BlendedOver $250 million*50% / (0.40%)Absolute* If the Trusts Daily Managed Assets exceed $250 million for a period of more than 10 consecutive trading days, the Trusts management fee split will be reset to 50% to the Sub-Adviser and 50% to the Adviser on an Absolute Fee Split basis.(b) For any period less than a month during which this Agreement is in effect, the fee shall be prorated according to the proportion which such period bears to a full month of 28, 29, 30 or 31 days, as the case may be.(c) Blended Fee Split means the total sub-advisory fees paid to the Sub-Adviser will be a result of different sub-advisory fee rates assessed to different asset levels. By way of example, in a theoretical scenario in which the Trust has Managed Assets of $200 million, the resulting Sub-Advisory Fees for the Sub-Adviser will be equal to (0.44% x $175 million) + (0.40% x $25 million), with a Blended Fee Split of 0.431%.(d) Absolute Fee Split means the total sub-advisory fees paid to the Sub-Adviser will be a result of the applicable fee rate multiplied by all of the Trusts Managed Assets.(e) Managed Assets means the total assets of the Trust, including the assets attributable to the proceeds from financial leverage (including through the issuance of preferred shares or the issuance of senior securities representing indebtedness), minus liabilities, other than liabilities related to any financial leverage.(f) For purposes of this Agreement, the total assets of the Trust shall be calculated pursuant to the procedures adopted by resolutions of the Trusts Board of Trustees for calculating the value of the Trusts assets.(g) The Sub-Adviser may elect from time to time, in its sole discretion, to waive its right to receipt of all or a portion of the Sub-Advisory Fee.11. Representations and Warranties(a) The Trust represents and covenants to the Sub-Adviser as follows:(i) The Trust is duly organized and validly existing under the laws of the State of Delaware with the power to own and possess its assets.B-9(ii) The execution, delivery and performance by the Trust of this Agreement are within the Trusts powers and have been duly authorized by all necessary actions of the Board of Trustees, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (1) any provision of applicable law, rule or regulation, (2) the Trusts governing instruments, or (3) any agreement, judgment, injunction, order, decree or other instruments binding upon the Trust.(iii) The Trust is, or will be prior to commencing operations, registered as a closed-end management investment company under the 1940 Act and the Trusts shares are, or will be prior to commencing operations, registered under the Securities Act of 1933, as amended, and under any applicable state securities laws, or exempt from such registration.(iv) Prior to the Sub-Adviser commencing services under this Agreement, the Trust will have legal title to the assets in the Trust and no restrictions shall exist as to the ownership or transfer of such assets unless specifically set forth in this Agreement.(b) The Adviser represents and covenants to the Sub-Adviser as follows:(i) The Adviser is duly organized and validly existing under the laws of the State of Delaware.(ii) The execution, delivery and performance by the Adviser of this Agreement are within the Advisers powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance of this Agreement by the parties to this Agreement, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (1) any provision of applicable law, rule or regulation, (2) the Advisers governing instruments, or (3) any agreement, judgment, injunction, order, decree or other instruments binding upon the Adviser.(iii) This Agreement constitutes a valid and binding obligation of the Adviser, enforceable against the Adviser in accordance with its terms, except to the extent such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, or similar laws affecting the rights of creditors generally and by general equity principles.(iv) The Adviser is not prohibited by the 1940 Act or B-10the Advisers Act from serving as investment adviser to the Trust.(v) The Adviser hereby acknowledges receipt of Sub-Advisers Form ADV, Part 2 before, or at the time of, signing this Agreement.(c) The Sub-Adviser represents and covenants to the Adviser and the Trust as follows:(i) The Sub-Adviser is duly organized and validly existing under the laws of the State of Wisconsin.(ii) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Advisers powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance of this Agreement by the parties to this Agreement, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (1) any provision of applicable law, rule or regulation, (2) the Sub-Advisers governing instruments, or (3) any agreement, judgment, injunction, order, decree or other instruments binding upon the Sub-Adviser.(iii) This Agreement constitutes a valid and binding obligation of the Sub-Adviser, enforceable against the Sub-Adviser in accordance with its terms, except to the extent such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, or similar laws affecting the rights of creditors generally and by general equity principles.(iv) The Sub-Adviser is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement.12. Certain InformationThe Adviser shall promptly notify the Sub-Adviser, and the Sub-Adviser shall promptly notify the Trust and the Adviser in writing of the occurrence of any of the following events:(a) such party failing to be registered as an investment adviser under the Advisers Act;(b) such party having been served or otherwise have notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Trust;(c) the occurrence of any change in control of such party or any parent of such party within the meaning of the 1940 Act; or B-11(d) the occurrence of any material adverse change in the business or financial position of such party. 13. Limitation on LiabilityThe Sub-Adviser will not be liable for any error of judgment or mistake of law or for any loss suffered by Sub-Adviser, the Adviser or by the Trust in connection with the performance of this Agreement, except a loss resulting from a breach of a fiduciary duty with respect to the receipt of compensation for services or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder). Nothing herein shall constitute a waiver or restriction of any partys rights under applicable federal or state securities laws.14. IndemnificationThe Trust shall indemnify, defend and protect the Sub-Adviser, its members and their respective officers, managers, partners, parent, corporate group affiliates, agents, employees, controlling persons, members, and any other person affiliated with any of them (collectively, the Indemnified Parties) (each of whom shall be deemed a third party beneficiary hereof) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Trust or its security holders) arising out of or otherwise based upon the performance of any of the Sub-Advisers duties or obligations under this Agreement or otherwise as an investment adviser of the Trust. Notwithstanding the foregoing provisions of this Section 14 to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Trust or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of any Indemnified Partys duties or by reason of the reckless disregard of the Sub-Advisers duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder).15. Duration and Termination(a) This Agreement shall become effective as of the Effective Date and, unless sooner terminated with respect to the Trust as provided herein, shall continue in effect for a period of two years. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Trust for successive periods of 12 months, provided such continuance is specifically approved at least annually by both:(i) the vote of a majority of the Trusts Board of Trustees or the vote of a majority of the outstanding voting securities of the Trust at the time outstanding and entitled to vote, and B-12(ii) the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. (b) Notwithstanding the foregoing, this Agreement may be terminated by (i) the Adviser or the Trust at any time, without the payment of any penalty, upon giving the Sub-Adviser 60 days notice (which notice may be waived by the Sub-Adviser), provided that such termination by the Trust shall be directed or approved by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Trust at the time outstanding and entitled to vote, or (ii) the Sub-Adviser on 60 days written notice to the Trust and the Adviser (which notice may be waived by the Trust or the Adviser on behalf of both the Trust and the Adviser). (c) This Agreement will immediately terminate in the event of its assignment and will immediately terminate upon any termination of the Investment Advisory Agreement between the Trust and the Adviser.(d) As used in this Agreement, the terms majority of the outstanding voting securities, interested person and assignment shall have the same meanings of such terms in the 1940 Act.(e) The terms of Sections 5, 7, 10, 13, 14, 18, 19 and 20 of this Agreement shall survive the termination of this Agreement.16. NoticesAny notice under this Agreement shall be in writing to the other parties and shall be considered as properly given or made if (a) sent by overnight delivery by a nationally recognized air courier service, (b) sent by electronic mail with no receipt of error in the delivery, or (c) mailed by registered or certified mail, return receipt requested, and if addressed to the respective address listed below:If to Adviser, to: XA Investments, LLC 321 North Clark Street #2430 Chicago, IL 60654 Attention: General CounselIf to the Trust, to:Madison Covered Call & Equity Strategy Fund 321 North Clark Street #2430 Chicago, IL 60654 Attention: Chief Executive OfficerIf to Sub-Adviser, to:Madison Investment Holdings, Inc. 550 Science Drive Madison, WI 53711 Attention: Steven A. Carlor at such address as the other party may designate from time to time for the receipt of such notice and shall be deemed effective on receipt.17. Amendment of this AgreementNo provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. Any amendment of this Agreement shall be subject to the 1940 Act.B-1318. Governing LawThis Agreement shall be governed by and construed in accordance with the laws of the State of Delaware for contracts to be performed entirely therein without reference to choice of law principles thereof and in accordance with the applicable provisions of the 1940 Act. WAIVER OF JURY TRIAL AND PUNITIVE DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND ANY RIGHT TO SEEK PUNITIVE OR CONSEQUENTIAL DAMAGES.19. Use of the NameThe Sub-Adviser has consented to the use by the Trust of the name or identifying word Madison in the name of the Trust. Such consent is conditioned upon the employment of the Sub-Adviser as the investment sub-adviser to the Trust. The name or identifying word Madison may be used from time to time solely in connection with the Sub-Advisers services under this Agreement. The Sub-Adviser may require the Trust to cease using Madison in the name of the Trust, if the Trust ceases to employ, for any reason, the Sub-Adviser, any successor thereto or any affiliate thereof as investment sub-adviser of the Trust. If so required by the Sub-Adviser, the Trust will cease using Madison in its name as promptly as practicable and make all reasonable efforts to remove Madison from its name.20. Miscellaneous(a) The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.(b) If any provision of this Agreement is invalid, illegal, or unenforceable under applicable law of mandatory application, the validity, legality, and enforceability of that provision or condition in other instances and of the remaining provisions and conditions are not in any way affected thereby. (c) Nothing contained in this Agreement will be deemed to require the Trust to take any action contrary to the Trusts Amended and Restated Agreement and Declaration of Trust or By-laws, as they may be amended and/or restated from time to time, with notice to the Sub-Adviser, or any applicable statute or regulation, or to relieve or deprive the Board of Trustees of its responsibility for and control of the conduct of the affairs of the Trust. (d) This Agreement shall be binding on, and shall inure to the benefit of the parties hereto and their respective successors.(e) This Agreement may be executed in counterparts by the parties hereto, each of which when executed is deemed to be an original and all of which together are deemed to be one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.B-14(f) This Agreement constitutes the entire understanding and agreement, and supersedes any and all other proposals, understandings, and agreements among the parties with respect to the subject matter hereof.IN WITNESS WHEREOF, the parties hereto have caused the foregoing instrument to be executed by their duly authorized officers, all as of the day and the year first above written.MADISON COVERED CALL & EQUITY STRATEGY FUNDBy: Name: Title: XA INVESTMENTS LLCBy: Name: Title: MADISON ASSET MANAGEMENT, LLCBy: Name: Title: B-15EXHIBIT COTHER FUNDS WITH SIMILAR INVESTMENT OBJECTIVESMadison. The table below provides information regarding other registered investment companies managed by Madison which have a similar investment objective as the Fund.Name of Other FundOther Funds Investment ObjectiveAdvisers Management FeeNet Assets as of December 31, 2023Has Adviser Agreed to Waive or Reduce its Management Fee under any Applicable Contract?Madison Covered Call & Equity Income FundSeeks to provide consistent total return and, secondarily, to provide a high level of income and gains from option premiums.0.85%$261,020,326NoMadison Covered Call ETFSeeks to provide consistent total return and secondarily, to produce a high level of income and gains.0.90%1$82,690,175No1 Pursuant to an investment advisory agreement between Madison and the Madison ETFs Trust, on behalf of each series thereof (each, a Series), each Series has agreed to pay an annual unitary management fee to Madison. This unitary management fee is designed to pay each Series expenses and to compensate Madison for the services it provides to each Series. Out of the unitary management fee, Madison pays substantially all expenses of each Series, including the cost of investment management services, transfer agency, custody, fund administration, legal, audit and other service and license fees. The unitary fee does not cover, and therefore, each Series pays directly, interest, taxes, brokerage commissions, acquired fund fees and expenses and other expenses connected with the execution of portfolio transactions, distribution, and service fees payable pursuant to a Rule 12b-1 plan, if any, and extraordinary expenses.XAI. XAI does not manage other registered investment companies which have a similar investment objective as the Fund.C-1THIS PAGE INTENTIONALLY LEFT BLANKEVERY VOTE IS IMPORTANTMADISON COVERED CALL & EQUITY STRATEGY FUNDPO Box 43131Providence, RI 02940-3131VOTING OPTION:VOTE ON THE INTERNETLog on to:www.proxy-direct.comor scan the QR codeFollow the on-screen instructionsavailable 24 hoursVOTE BY PHONECall 1-800-337-3503Follow the recorded instructionsavailable 24 hoursVOTE BY MAILVote, sign and date this Proxy Card and return in the postage-paid envelopePlease detach at perforation before mailing.PROXYMADISON COVERED CALL & EQUITY STRATEGY FUNDSPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 15, 2024THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES. Greg D. Hoppe and Kyle Schalow (the Proxyholders), or any of them, each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Special Meeting of shareholders of the Madison Covered Call & Equity Strategy Fund (the "Fund"), to be held on Tuesday, October 15, 2024 at 9:00 a.m., local time at the offices of Madison Asset Management, LLC, 550 Science Drive, Madison, Wisconsin 53711, and any adjournments or postponements thereof.Shares represented by this proxy card when properly executed will be voted in the manner directed herein by the shareholder, and in the discretion of such proxies, upon any and all other matters as may properly come before the Special Meeting or any adjournment or postponement thereof. If no direction is made, on a properly executed card, this proxy will be voted "FOR" the proposals. If any of the Trustee nominees for any reason are unable or unwilling to serve, the Proxyholders will vote for the election of such other person as they may consider qualified. The shareholder hereby acknowledges receipt of this Notice of Special Meeting and Proxy Statement for the Special Meeting to be held on October 15, 2024.VOTE VIA THE INTERNET: www.proxy-direct.comVOTE VIA THE TELEPHONE: 1-800-337-3503MCC__34064_062724PLEASE MARK, SIGN, AND DATE ON THE REVERSE SIDE AND RETURN THE PROXY CARD USING THE ENCLOSED ENVELOPE.xxxxxxxxxxxxxx codeEVERY SHAREHOLDERS VOTE IS IMPORTANTImportant Notice Regarding the Availability of Proxy Materials for theSpecial Meeting to Be Held on October 15, 2024.The Proxy Statement for this meeting is available at:https://www.madisonfunds.com/MCNproxyPlease detach at perforation before mailing. TO VOTE, MARK BOXES BELOW IN BLUE OR BLACK AS SHOWN IN THIS EXAMPLE: xA.Proposals. THE BOARD RECOMMENDS YOU VOTE FOR THE FOLLOWING PROPOSALS: FOR AGAINST ABSTAIN 1. To approve a new investment advisory agreement between the Fund and XA Investments, LLC. FOR AGAINST ABSTAIN2. To approve a new investment subadvisory agreement among the Fund, Madison Asset Management, LLC and XA Investments, LLC. 3. To approve the election of five trustees to the Board of Trustees. FOR WITHHOLD01. Danielle Cupps* 02. Gregory Dingens** 03. Philip Franklin** 04. Scott Craven Jones*** 05. William Meyers*** *Class I Trustee to serve until the Funds 2027 Annual Meeting of Shareholders or until her successor shall have been elected and qualified.**Class II Trustee to serve until the Funds 2025 Annual Meeting of Shareholders or until his successor shall have been elected and qualified.***Class III Trustee to serve until the Funds 2026 Annual Meeting of Shareholders or until his successor shall have been elected and qualified.B. Authorized Signatures This section must be completed for your vote to be counted. Sign and Date Below.Note: Please sign exactly as your name(s) appear(s) on this proxy card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature.Date (mm/dd/yyyy) Please print date belowSignature 1 Please keep signature within the boxSignature 2 Please keep signature within the boxScanner bar code xxxxxxxxxxxxxx MCC 34064 xxxxxxxx Secretary;Assistant SecretarySince July 2024; from 2022 - June 2024Madison and MIA, Senior Compliance Analyst, September 2022 Present; Madison Funds and Ultra Series Fund, Secretary, July 2024 - Present and Assistant Secretary 2022 June 2024; Madison ETFs, Secretary July 2024 - Present and Assistant Secretary, June 2023 July 2024;State of Wisconsin Investment Board, Senior Paralegal, 2017 2022 Since July 2024; from 2022 - June 2024 Madison and MIA, Senior Compliance Analyst, September 2022 Present; Madison Funds and Ultra Series Fund, Secretary, July 2024 - Present and Assistant Secretary 2022 June 2024; Madison ETFs, Secretary July 2024 - Present and Assistant Secretary, June 2023 July 2024;State of Wisconsin Investment Board, Senior Paralegal, 2017 2022 Brandon Redwing1979Assistant Secretary andAnti-Money Laundering OfficerSince July 2024Madison and MIA, Mutual Fund Operations Manager, April 2024 - Present; Madison Funds, Ultra Series Fund and Madison ETFs Trust, Assistant Secretary and Anti-Money Laundering Officer, July 2024 Present. SS&C Technologies, Client Relationship Manager 2020 March 2024Current Board Committees, Leadership Structure and Risk Oversight Committees. The Current Board has determined that the efficient conduct of the trustees affairs makes it desirable to delegate responsibility for certain specific matters to committees of the Current Board. The committees meet as often as necessary, either in conjunction with regular meetings of the trustees or otherwise. The Current Board currently has two standing committees: the Audit Committee and the Nominating and Governance Committee.Audit Committee. The Current Board has an Audit Committee which is comprised of Richard E. Struthers (Chair), Steven P. Riege and Scott C. Jones. In addition to being independent trustees, as defined under the 1940 Act, each of these trustees also meets the additional independence requirements set forth in the NYSE Listed Company rules. The Audit Committee is charged with selecting an independent registered public accounting firm for the Fund and reviewing accounting matters with the Funds independent registered public accounting firm. The Audit Committee 30of the Current Board met four times during the last fiscal year. The Audit Committee presents the following report:The Audit Committee: (i) reviewed and discussed with management of the Fund the audited financial statements of the Fund for the fiscal year ended December 31, 2023; (ii) discussed with the Funds independent registered public accounting firm the matters required to be discussed under Public Company Accounting Oversight Board ("PCAOB") Auditing Standard No. 16, Communications with Audit Committee and all other communications required by other PCAOB Standards or Rules; and (iii) received the written disclosures and the letter from the Funds independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent accountants communications with the Audit Committee concerning the independence of the Funds independent registered public accounting firm. Based on these reviews and discussions, the Audit Committee recommended to the Current Board that the financial statements be included in the Funds Annual Report for the fiscal year ended December 31, 2023 and filed with the SEC.The Audit Committee is governed by a written charter, the most recent version of which was approved by the Current Board on May 23, 2024 (the Audit Committee Charter). In accordance with proxy rules promulgated by the SEC, the Funds Audit Committee Charter is required to be filed at least once every three years as an exhibit to the Funds proxy statement, and was last filed in 2022 as Attachment A to the Funds proxy statement. It is also available on the Funds website at www.madisonfunds.com. You may request a hard copy of the Audit Committee Charter to be mailed to you by calling the Fund toll-free at 1-800-767-0300.Nominating & Governance Committee. The Current Board has a Nominating & Governance Committee which is comprised of Steven P. Riege (Chair), Richard E. Struthers and Scott C. Jones. In addition to being independent trustees, as defined under the 1940 Act, each of these trustees also meets the additional independence requirements set forth in the NYSE Listed Company rules. The Nominating & Governance Committee of the Current Board met four times during the last fiscal year.The Nominating & Governance Committee is governed by a written charter, the most recent version of which was approved by the Current Board on February 22, 2024 (the Nominating & Governance Committee Charter). In accordance with proxy rules promulgated by the SEC, the Funds Nominating & Governance Committee Charter is required to be filed at least once every three years as an exhibit to the Funds proxy statement, and was last filed in 2022 as Attachment B to the Funds proxy statement. It is also available on the Funds website at www.madisonfunds.com. You may request a hard copy of the Nominating & Governance Committee Charter to be mailed to you by calling the Fund toll-free at 1-800-767-0300.As part of its duties, the Nominating & Governance Committee makes recommendations to the full Current Board with respect to candidates for the board. The Nominating & Governance Committee also will consider 31trustee candidates recommended by shareholders. In considering candidates submitted by shareholders, the Nominating & Governance Committee will take into consideration the needs of the board and the qualifications of the candidate. To have a candidate considered by the Nominating & Governance Committee, a shareholder must submit the recommendation in writing and must include the information required by the Procedures for Shareholders to Submit Nominee Candidates, which are set forth in Appendix A to the Nominating & Governance Committee Charter. The shareholder recommendation must be sent to the Funds Secretary, c/o Madison Asset Management, LLC, 550 Science Drive, Madison, Wisconsin 53711.Leadership Structure. The Current Board is relatively small and operates in a collegial atmosphere. Although no member is formally charged with acting as Chair, Mr. Ryan, the President of the Fund, acts as the Chairperson of board meetings. All Current Board members are expected to provide their input into establishing the boards meeting agenda. Likewise, each Current Board meeting contains a standing agenda item for any board member to raise new or additional items he or she believes is important in connection with Fund governance. The Current Board has charged Mr. Riege with acting as the lead independent trustee for purposes of communicating with Madison, the Funds Chief Compliance Officer, counsel to the independent trustees and Fund counsel on matters relating to the Current Board as a whole. The independent trustees often meet in executive session without representatives of Madison present (including meetings with counsel, the Chief Compliance Officer, and the Funds independent public accounting firm).Current Boards Role in Risk Oversight. Madison is responsible for the overall risk management of the Fund, which includes supervising its affiliated and third-party service providers and identifying and mitigating possible events that could adversely impact the Funds business, operations or performance. Risks to the Fund include investment, legal, compliance and regulatory risks, as well as the risk of operational failure or lack of business continuity. The Current Board oversees risk management of the Funds investment programs through the Audit Committee and through oversight by the Current Board itself. The Chief Compliance Officer of the Fund, who reports directly to the independent trustees, provides the Current Board with quarterly updates and a comprehensive annual report regarding the processes and controls in place to address regulatory, compliance, legal and operational risk. The Current Board exercises its oversight in conjunction with Madison, the Funds Chief Compliance Officer, Fund counsel and counsel to the independent trustees by requesting reports and presentations at regular intervals throughout the year. Additionally, the Audit Committee receives periodic reports from the Funds independent accountants. The Current Boards committee structure requires an independent trustee to serve as chair of the Nominating & Governance Committee and the Audit Committee. The Current Board receives regular written reports describing and analyzing the investment performance of the Fund. In addition, the portfolio managers of the Fund meet with the Current Board periodically to discuss portfolio performance and answer the Boards questions with respect to portfolio strategies and risks. The Current Board also receives regular written reports from the Funds Chief Financial Officer that enable the Board to monitor the number of fair valued securities in the Funds portfolio, the reasons for the fair valuation and the methodology used to arrive at the fair value. Such reports 32also include information concerning illiquid securities within the Funds portfolio. The Current Board and/or the Audit Committee may also review valuation procedures and pricing results with the Funds independent auditors in connection with the review of the results of the audit of the Funds year-end financial statements. The Current Board also receives regular compliance reports prepared by the compliance staff of Madison, and meets regularly with the Funds Chief Compliance Officer to discuss compliance issues, including compliance risks. As required under applicable rules, the independent trustees meet regularly in executive session with the Funds Chief Compliance Officer. The Current Board also adopts compliance policies and procedures for the Fund and approves such procedures as appropriate for certain of the Funds service providers. The compliance policies and procedures are specifically designed to detect and prevent violations of the federal securities laws.The Current Board recognizes that it is not possible to identify all of the risks that may affect the Fund or to develop processes and controls to eliminate or mitigate their occurrence or effects. The Current Board periodically reviews the effectiveness of its oversight of the Fund and the processes and controls in place to limit identified risks. The Current Board may, at any time and in its discretion, change the manner in which it conducts its risk oversight role.Given the small size of the Current Board, its committee structure, the openness of Current Board meetings to active input by all Current Board members, its utilization of executive sessions, the role of the lead independent trustee and the Current Boards quarterly focus on compliance and risk management, the Current Board has determined that its current leadership structure is appropriate for the protection of Fund investors.New Board Proposed Committees, Leadership Structure and Risk Oversight Committees. It is expected that the New Board will establish two standing committees, an Audit Committee and a Governance Committee. The committees are expected to meet as often as necessary, either in conjunction with regular meetings of the trustees or otherwise.Audit Committee. The Audit Committee will be generally responsible for reviewing and evaluating issues related to the accounting and financial reporting policies and internal controls of the Fund and, as appropriate, the internal controls of certain service providers, overseeing the quality and objectivity of the Funds financial statements and the audit thereof and acting as a liaison between the New Board and the Funds independent registered public accounting firm. It is expected that the Audit Committee will be composed entirely of independent trustees. The Audit Committee will be governed by a written Audit Committee Charter, which will be approved by the New Board at its first meeting. Once approved, a copy of the Audit Committee Charter will be available on the Funds website at www.xainvestments.com.Governance Committee. The Governance Committee will be responsible for recommending qualified candidates to the New Board in the event that a position is vacated or created. In considering trustee nominee candidates, the Governance Committee will take into account a wide variety of factors, including the overall diversity of the New Boards composition. It is expected that the Governance Committee will be composed entirely of 33independent trustees. It is anticipated that the Governance Committee will consider recommendations by shareholders if a vacancy were to exist. In considering candidates recommended to the Governance Committee by shareholders, the Governance Committee will take into consideration the needs of the New Board and the qualifications of the candidate. The Governance Committee may also take into consideration the number of shares held by the recommending shareholder and the length of time that such shares have been held. In order to be considered, following the Closing Date, such recommendations should be forwarded to the Secretary of the Fund, c/o XA Investments LLC, 321 North Clark Street, Suite 2430, Chicago, Illinois 60654. The Governance Committee will be governed by a written Governance Committee Charter, which will be approved by the New Board at its first meeting. Once approved, a copy of the Governance Committee Charter will be available on the Funds website at www.xainvestments.com.Leadership Structure. The primary responsibility of the New Board will be to represent the interests of the Fund and its shareholders, and to provide oversight of the management of the Fund. The New Board will be comprised of five trustees, four of whom (including the chairperson) are independent trustees and one of whom is an interested trustee. Generally, the New Board will act by majority vote of all the trustees, including a majority vote of the independent trustees if required by applicable law.It is proposed that Mr. Dingens will be appointed as the independent chairperson, who will preside at meetings of the New Board and who will be responsible for, among other things, setting the tone of New Board meetings and seeking to encourage open dialogue and independent inquiry among the New Trustees and management. The New Board will meet regularly four times each year to discuss and consider matters concerning the Fund, and also hold special meetings to address matters arising between regular meetings. Regular meetings generally will take place in-person; other meetings may take place in-person or by telephone. The New Board will establish two standing committees (as described above) and will delegate certain responsibilities to those committees, each of which will be comprised solely of independent trustees. The New Board and its committees will meet periodically throughout the year to oversee the Funds activities, review contractual arrangements with service providers, review the Funds financial statements, oversee compliance with regulatory requirements, and review performance. The independent trustees will be represented by independent legal counsel at board and committee meetings and will regularly meet outside the presence of Fund management. The New Board believes that this leadership structure, including an independent chairperson, a supermajority of independent trustees and committee membership limited to independent trustees, is appropriate in light of the characteristics and circumstances of the Fund.New Boards Role in Risk Oversight. The New Board will oversee risk directly and through the committee structure it intends to establish. As described above, the New Board expects to establish an Audit Committee and a Governance Committee to assist in its oversight functions, including its oversight of the risks of the Fund. Each committee will report its activities to the New Board on a regular basis. The New Board intends to adopt and periodically review policies, procedures and controls designed to address different types of risks, including, among others, investment risk, liquidity risk, operational risk, and valuation risk, as well as the overall business risk 34relating to the Fund. The New Board will also oversee the implementation of a variety of processes, procedures and controls by the Fund, XAI, Madison and other service providers to the Fund to address various risks. In addition, as part of the New Boards anticipated periodic review of the Funds service provider agreements, including agreements with XAI and Madison, the New Board may consider risk management aspects of the service providers operations and the functions for which they are responsible.The New Board will appoint a Chief Compliance Officer for the Fund, who will oversee the development of compliance policies and procedures of the Fund that are reasonably designed to minimize the risk of violations of the federal securities laws. The Chief Compliance Officer will report directly to the New Boards independent trustees, and will provide presentations to the New Board at its quarterly meetings and an annual report on the application of the compliance policies. The New Board will discuss relevant risks affecting the Fund with the Chief Compliance Officer at these meetings. The New Board will approve compliance policies and will review the Chief Compliance Officers reports. Further, the New Board will annually review the effectiveness of the compliance policies, as well as the appointment and compensation of the Chief Compliance Officer.The New Board will require officers of the Fund to report to the New Board on a variety of matters at regular and special meetings of the New Board and its committees, as applicable, including matters relating to risk management. The Audit Committee will also receive reports from the Funds independent registered public accounting firm on internal control and financial reporting matters. In addition, the New Board will receive reports from XAI and Madison on the investments and securities trading of the Fund. The New Board will also require XAI and Madison to report to the New Board on other matters relating to risk management on a regular and as-needed basis.Board CompensationThe following table sets forth the compensation paid to each member of the Current Board by the Fund for the Funds fiscal year ended December 31, 2023. In addition, all independent trustees are reimbursed for reasonable travel and out-of-pocket expenses incurred to attend meetings of the Current Board or its committees. The Funds interested trustees and officers receive no compensation from the Fund for performing the duties of their office. 35Trustee NameAggregate Compensationfrom FundTotal Compensation from Fund and Madison Fund Complex(1)Scott C. Jones$12,000$74,000Steven P. Riege(2)$13,000$123,000Richard E. Struthers$12,000$115,000(1) The term Madison Fund Complex refers to (i) the Madison Funds with 15 portfolios, (ii) the Ultra Series Fund with 14 portfolios, (iii) the Madison ETFs Trust with 4 active portfolios, and (iv) the Fund. (2) As lead independent trustee, Mr. Riege receives an additional $8,000 from the Madison Fund Complex, $1,000 of which is allocated to the Fund.Board Transactions with Fund AffiliatesAs of the date hereof, none of the independent trustees on the Current Board, the nominees for independent trustee on the New Board, nor their immediate family members owned beneficially or of record any securities of Madison, XAI, or any of their affiliates. In addition, during the past five years, neither the independent trustees on the Current Board, the nominees for independent trustee on the New Board, nor members of their immediate families, had a direct or indirect interest, the value of which exceeds $120,000, in Madison, XAI, or any of their affiliates. Likewise, since the beginning of the last two completed fiscal years of the Fund, neither the independent trustees on the Current Board, the nominees for independent trustee on the New Board, nor members of their immediate families had a direct or indirect interest in any transaction or series of transactions, the value of which exceeds $120,000 and to which any of the following persons was (or is to be) a party: (i) the Fund, (ii) any officer of the Fund, or (iii) Madison, XAI, or any of their affiliates. Consequences of Shareholders not approving the New BoardIf the New Board is not approved by shareholders, the Fund will abandon all three Proposals, and Madison will continue to serve as the investment adviser of the Fund and the Current Board will continue to oversee the Fund. Recommendation of the Board of TrusteesFor the reasons set forth above, the Current Board recommends that shareholders of the Fund vote FOR each New Trustee.36ADDITIONAL INFORMATIONInformation about the FundThe Fund is a closed-end management investment company organized as a Delaware statutory trust. Madison Asset Management, LLC is the investment adviser to the Fund. Madisons principal office is located at 550 Science Drive, Madison, Wisconsin 53711. In addition to investment management services, under the Existing Advisory Agreement, Madison is also responsible for managing the Funds administrative affairs under an Existing Services Agreement, and in this capacity, oversees State Street Bank and Fund Company (State Street), which currently serves as sub-administrator to the Fund. State Streets address is 801 Pennsylvania Avenue, Kansas City, Missouri 64105. The Funds current custodian is State Street, and its current transfer agent is Computershare, 150 Royall Street, Suite 101, Canton, MA 02021. The Fund does not place any brokerage transactions with any affiliates of Madison. XA Investments LLC is proposed to be the new investment adviser to the Fund as a result of the Transaction, with Madison serving as the subadviser to the Fund. XAIs principal office is located at 321 North Clark Street, Suite 2430, Chicago, Illinois 60654. Information about MadisonMadison Asset Management, LLC was founded in 1974, and is a direct, wholly-owned (100% owned) subsidiary of Madison Investment Holdings (MIH), the ultimate corporate parent of Madison. Both Madisons and MIH's principal office is located at 550 Science Drive, Madison, Wisconsin 53711. As of May 31, 2024, Madison and its affiliates managed approximately $25.7 billion in assets, including open-end mutual funds, separately managed accounts and wrap accounts. Exhibit B contains information with respect to other funds managed by Madison which have a similar investment objective as the Fund. The mailing address of principal officers and directors of MIH is 550 Science Drive, Madison, Wisconsin 53711. Information regarding the principal executive officers and directors of Madison is as follows: NameTitle/Principal OccupationSteven CarlChairman of the Board and Board Member of MIH; (Principal Executive Officer; Chief Distribution Officer)Paul LefurgeyBoard Member of MIH(Retired)Frank BurgessBoard Member of MIH(Retired)Richard EisingerBoard Member of MIH(Head of Equities, Portfolio Manager)Information about XAIXA Investments LLC was founded in 2016 by XMS Capital Partners. XAIs principal office is located at 321 North Clark Street, Suite 2430, Chicago, Illinois 60654. As of May 31, 2024, XAI and its affiliates managed $681 million in assets, including two closed-end funds. XAI also provides investment fund restructuring and consulting services focused on closed-end 37funds. Exhibit B contains information with respect to other funds managed by XAI which have a similar investment objective as the Fund. Information regarding the principal executive officers and directors of XAI is as follows:NameTitleJohn Yogi SpenceCo-Chief Executive OfficerTheodore F. BrombachCo-Chief Executive OfficerKimberly Ann FlynnPresidentBenjamin D. McCullochGeneral Counsel & Managing DirectorKevin B. DavisManaging Director & Head of SalesInformation about Independent Registered Public Accounting FirmFor the fiscal years ended December 31, 2022 and December 31, 2023, and the current fiscal year ending December 31, 2024, Deloitte & Touche LLP (D&T) has been selected as the Funds independent registered public accounting firm by the Audit Committee of the Fund to audit the accounts of the Fund. The Fund does not know of any direct or indirect financial interest of D&T in the Fund. Representatives of D&T will not be in attendance at the Meeting.Audit Fees. The aggregate fees billed to the Fund by D&T for professional services rendered for the audit of the Funds annual financial statements for the Funds fiscal years ended December 31, 2022 and December 31, 2023 were approximately $23,950 and $24,450, respectively.Audit-Related Fees. The aggregate fees billed by D&T and approved by the Audit Committee of the Fund for the Funds fiscal years ended December 31, 2022 and December 31, 2023 for assurance and related services reasonably related to the performance of the audit of the Funds annual financial statements were $0 and $0, respectively. D&T did not perform any other assurance and related services that were required to be approved by the Funds Audit Committee for such periods.Tax Fees. The aggregate fees billed by D&T and approved by the Audit Committee of the Fund for the Funds fiscal years ended December 31, 2022 and December 31, 2023 for professional services rendered for tax compliance, tax advice, and tax planning were approximately $4,652 and $4,799, respectively (such fees relate to tax services provided by D&T in connection with the review of the Funds tax returns). D&T did not perform any other tax compliance or tax planning services or render any tax advice that was required to be approved by the Funds Audit Committee for such periods.All Other Fees. Other than those services described above, D&T did not perform any other services on behalf of the Fund for the Funds fiscal years ended December 31, 2022 and December 31, 2023.Audit Committees Pre-Approval Policies and Procedures. As noted above, the Audit Committee is governed by the Audit Committee Charter, which includes Pre-Approval Policies and Procedures. The Audit Committee of the Fund has (i) pre-approved all audit and non-audit services provided by D&T to the Fund, and (ii) all non-audit services provided by D&T to Madison, or any entity controlling, controlled by, or under common control with Madison that provides ongoing services to the Fund which are related to the operations of the Fund (of which there were none), for the fiscal years ended December 3831, 2022 and December 31, 2023. None of the services described above for the Funds fiscal years ended December 31, 2022 and December 31, 2023 were approved by the Audit Committee pursuant to the pre-approval exception under Rule 2-01(c)(7)(i)(c) of Regulation S-X promulgated by the SEC.Voting InformationGeneral; Record Date. The record holders of the outstanding shares of the Fund as of the close of business on July 22, 2024 (the Record Date) are entitled to vote at the Meeting and any adjournment or postponement thereof. Each shareholder is entitled to one vote per share and a fractional vote with respect to fractional shares. Whether you expect to be personally present at the Meeting or not, we encourage you to vote by proxy. You can do this by phone or the Internet or by completing, dating, signing, and returning the accompanying proxy card using the enclosed postage prepaid envelope. By voting by proxy, your shares will be voted as you instruct. If no choice is indicated, your shares will be voted FOR each Proposal, and in the discretion of the persons named as proxies on such other matters that properly may come before the Meeting.Any shareholder giving a proxy may revoke it at any time before it is exercised at the Meeting by submitting to the Secretary of the Fund a written notice of revocation or a subsequently signed proxy card (i.e., a later-dated proxy), or by attending the Meeting and voting in person. A prior proxy can also be revoked by proxy voting again through the website or toll-free number noted on the enclosed proxy card. Proxy cards and written notices of revocation must be received by the Fund prior to the Meeting. If not so revoked, the shares represented by the proxy will be voted at the Meeting and any postponements or adjournments of the Meeting. Attendance by a shareholder at the Meeting does not by itself revoke a proxy.As of the Record Date, the Fund had 21,087,537 shares issued and outstanding.Solicitation of Proxies and Related Costs. The solicitation of proxies will occur principally by mail. In addition to solicitation by mail, certain officers and representatives of the Fund and officers and employees of Madison (who will receive no extra compensation for their services) and representatives of the Funds proxy solicitor, Computershare, may solicit proxies by telephone, the Internet, facsimile, letter, or other electronic means. If instructions are recorded by telephone, the person soliciting the proxies will use procedures designed to authenticate shareholders identities to allow shareholders to authorize the voting of their shares in accordance with their instructions, and to confirm that a shareholders instructions have been properly recorded.The expenses incurred in connection with preparing the Proxy Statement and its enclosures and all related legal and proxy solicitation expenses will be paid by Madison and/or XAI. These expenses are estimated to be approximately $250,000.Quorum. In order for a vote on any Proposal to be taken at the Meeting, there must exist a quorum of shareholders of the Fund eligible to vote on such Proposal. To have a quorum, the holders of a majority of the shares entitled to vote on each Proposal must be present in person or by proxy at the Meeting. 39For this purpose, whether a quorum exists is determined on a Proposal-by-Proposal basis.Abstentions and Broker Non-Votes. For purposes of determining the presence of a quorum for each Proposal, abstentions and broker non-votes are treated as present. Broker non-votes occur when a nominee holding shares for a beneficial owner does not vote on a Proposal because the nominee does not have discretionary voting powers with respect to that Proposal and has not received instructions from the beneficial owner. Abstentions and broker non-votes have the effect of a vote against Proposals 1 and 2, while abstentions and broker non-votes have no effect on the outcome of Proposal 3. Adjournment. It may become necessary from time to time to adjourn the Meeting in order to allow more time to solicit additional proxies, as necessary, if there are insufficient votes at the time of the Meeting to constitute a quorum or to approve any Proposal. Under the Funds governing documents, any meeting of shareholders, whether or not a quorum is present, may be adjourned from time to time by: (i) the vote of the majority of the shares represented at that meeting, either in person or by proxy; or (ii) in his or her discretion by the chairperson of the meeting. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting. Accordingly, if a quorum is not present at the Meeting with respect to any Proposal, it is expected that the holders of proxies will vote to authorize the adjournment of the Meeting with respect to such Proposal(s) in order to solicit additional proxies. Even if a quorum is present at the Meeting with respect to some or all Proposals, but there are insufficient votes to approve a Proposal, it is also expected that the holders of proxies will vote to authorize the adjournment of the Meeting to solicit additional proxies with respect to such Proposal(s). If the Meeting is adjourned, the adjourned meeting must be held not later than 180 days after the Record Date and may be held without further notice, other than an announcement at the Meeting in accordance with the Funds governing documents and as permitted under Delaware law. Votes Required to Pass the ProposalsProposal 1. In order for the New Advisory Agreement to be approved, it must be approved by the holders of a majority of the outstanding voting securities of the Fund. The term majority of the outstanding voting securities (as defined in the 1940 Act and used in this Proxy Statement) means: the affirmative vote of the lesser of (i) 67% or more of the voting securities of the Fund present at the Meeting if more than 50% of the outstanding voting securities of the Fund are present in person or by proxy, or (ii) more than 50% of the outstanding voting securities of the Fund. Proposal 2. In order for the New Subadvisory Agreement to be approved, it must be approved by the holders of a majority of the outstanding voting securities of the Fund, using the same definition of this term described above regarding Proposal 1. Proposal 3. In order for the New Trustees to be elected, the entire slate of nominees must be approved by the affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote at the Meeting. Votes withheld will have the same effect as a vote against the Proposal.Please note that if you sign, date, and return the proxy card, but do not specify a vote on each Proposal, your shares will be voted in favor of each Proposal, and in the discretion of the proxies named therein with respect to any other 40business that may properly come before the Meeting or any postponements or adjournments thereof. IMPORTANT: Each Proposal must be approved in order for the Fund to move forward with any of the Proposals. If shareholders do not approve one of the Proposals, the Fund will abandon all three Proposals, and Madison will continue to serve as the investment adviser of the Fund and the Current Board will continue to oversee the Fund. No Dissenters RightsShareholders have no rights under applicable law or the Funds Declaration of Trust or Bylaws to exercise dissenters rights of appraisal with respect to any Proposal.Summary of Certain Aspects of Delaware Control Share Acquisition StatuteThe Fund is subject to the control share acquisition statute (the Control Share Statute) contained in Subchapter III of the Delaware Statutory Trust Act (the DSTA), which became automatically applicable to listed closed-end funds, such as the Fund.The Control Share Statute provides for a series of voting power thresholds above which shares are considered control beneficial interests (referred to here as control shares). Once a threshold is reached, an acquirer has no voting rights under the DSTA with respect to shares acquired in excess of that threshold (i.e., the control shares) unless approved by shareholders of the Fund or exempted by the Board. The Control Share Statute provides procedures for an acquirer to request a shareholder meeting for the purpose of considering whether voting rights shall be accorded to control shares.The foregoing is only a summary of certain aspects of the Control Share Statute. Some uncertainty around the application under the 1940 Act of state control share statutes exists as a result of recent federal and state court decisions that have found that certain control share acquisition provisions violate the 1940 Act.Security Ownership of Management, Trustees and Principal ShareholdersAs of the Record Date, to the best of the knowledge of the Fund, no trustee or officer of the Fund beneficially owned 1% or more of the outstanding shares of the Fund, and the trustees and the officers of the Fund, as a group, beneficially owned less than 1% of the outstanding shares of the Fund. The Current Board is not aware of any arrangements, the operation of which may result in a change in control of the Fund. The following table shows the dollar range of the Funds equity securities that are beneficially owned* by each member of the Current Board and the existing officers as of the Record Date. As of the same date, the nominees for New Trustee did not hold any equity securities of the Fund. * Beneficial Ownership is determined in accordance with Section 16a-1(a)(2) of the Exchange Act.41Trustee/Officer NameDollar Range of Beneficially-Owned Securities of the FundAggregate Dollar Range of Beneficially-Owned Securities of the Madison Fund Complex(1)Scott C. JonesNoneOver $100,000Steven P. RiegeNone$10,001 - $50,000Richard E. StruthersNone$10,001 - $50,000Jill M. Friedow$0 - $10,000$50,001 - $100,000Patrick F. RyanNoneOver $100,000Steve J. FredricksNone$50,001 - $100,000Greg D. HoppeNoneOver $100,000Brandon RedwingNone$1 - $10,000Kyle SchalowNoneNoneTerri WilhelmNoneNone(1) The term Madison Fund Complex refers to (i) the Madison Funds with 15 portfolios, (ii) the Ultra Series Fund with 14 portfolios, (iii) the Madison ETFs Trust with 4 active portfolios, and (iv) the Fund.As of the Record Date, to the knowledge of the Fund, no person owned of record or owned beneficially more than 5% of the voting securities of the Fund.Section 16 Beneficial Ownership Reporting ComplianceSection 16(a) of the Exchange Act and Section 30(h) of the 1940 Act require the Funds executive officers and trustees, certain officers of the Funds investment adviser, affiliated persons of the investment adviser, and persons who beneficially own more than 10% of the Funds shares to file certain reports of ownership (Section 16 filings) with the SEC and the NYSE. Based upon the Funds review of the copies of such forms effecting the Section 16 filings received by it, the Fund believes that for Funds fiscal year ended December 31, 2023, all filings applicable to such persons were completed and filed in a timely manner.HouseholdingThe SEC has adopted rules that permit investment companies, such as the Fund, to satisfy delivery requirements for proxy statements with respect to two or more shareholders sharing the same address by delivering a single proxy statement addressed to those shareholders. This process, which is commonly referred to as householding, could result in extra convenience and cost savings for the Fund and its shareholders.If possible, depending on shareholder registration and address information, and unless you have otherwise opted out, only one copy of this Proxy Statement will be sent to shareholders at the same address. However, each shareholder will receive separate proxy cards. If you currently receive multiple copies of proxy statements or shareholder reports and would like to request to receive a single copy of documents in the future, please contact your financial services firm.42Shareholder Proposals for Subsequent MeetingsShareholder proposals intended for inclusion in the Funds proxy statement in connection with the Funds 2025 Annual Meeting of Shareholders pursuant to Rule 14a-8 under the Exchange Act, must be received by the Fund at its principal executive offices by February 12, 2025. In order for the proposals made outside of Rule 14a-8 under the Exchange Act to be considered timely within the meaning of Rule 14a-4(c) under the Exchange Act, such proposals much be received by the Fund at its principal executives offices not later than the close of business on May 3, 2025, nor earlier than the close of business on April 3, 2025. The timely submission of a proposal does not guarantee its inclusion. Whether a proposal is included in a proxy statement will be determined in accordance with applicable federal and state laws, as well as the Funds governing documents.Other Matters to Come Before the MeetingNo business other than the Proposals described in this Proxy Statement are expected to come before the Meeting, but should any other matter requiring a vote of shareholders arise, the persons named as proxies will vote thereon in their discretion according to their best judgment in the interests of the Fund and its shareholders.Dated: August 7, 2024PLEASE COMPLETE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED ENVELOPE. YOU MAY ALSO VOTE BY INTERNET OR TELEPHONE IN ACCORDANCE WITH THE INSTRUCTIONS SET FORTH ON THE ENCLOSED PROXY CARD.43EXHIBIT ANEW INVESTMENT ADVISORY AGREEMENTINVESTMENT ADVISORY AGREEMENTINVESTMENT ADVISORY AGREEMENT (the Agreement), dated as of [ ], 2024 between Madison Covered Call and Equity Strategy Fund, a Delaware statutory trust (the Trust), and XA Investments LLC, a Delaware limited liability company (the Adviser).WHEREAS, the Adviser has agreed to furnish investment management and advisory services to the Trust, a closed-end management investment company registered under the Investment Company Act of 1940, as amended (the 1940 Act);WHEREAS, the Adviser is a registered investment adviser under the Investment Advisers Act of 1940, as amended (the Advisers Act); WHEREAS, this Agreement has been approved in accordance with the provisions of the 1940 Act, and the Adviser is willing to furnish such services upon the terms and conditions herein set forth; andNOW, THEREFORE, in consideration of the mutual premises and covenants herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged, it is agreed by and between the parties hereto as follows:1. Appointment(a) The Trust hereby appoints the Adviser to act as the investment adviser to the Trust and to furnish the management and investment advisory services described herein, for the period and upon the terms herein set forth.(b) The Adviser hereby agrees, all as more fully set forth herein, to act as investment adviser to the Trust with respect to the investment of the Trusts assets and to supervise and arrange for the day-to-day operations of the Trust and the purchase of securities for and the sale of securities held in the investment portfolio of the Trust.(c) The Adviser for all purposes in this Agreement will be deemed to be an independent contractor and, unless otherwise expressly provided or authorized in this Agreement, will have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. 2. Duties and Obligations of the Adviser with Respect to Investment of Assets of the Trust. (a) Subject to the direction and control of the Trusts Board of Trustees, the Adviser shall:(i) act as investment adviser for and supervise and manage the investment and reinvestment of the Trusts assets and, in connection therewith, have complete discretion in purchasing and selling securities and other assets for the Trust and in voting, exercising consents and exercising all other rights appertaining to such securities and other A-1assets on behalf of the Trust; (ii) supervise the investment program of the Trust and the composition of its investment portfolio; and (iii) arrange, subject to the provisions of Section 5 hereof, for the purchase and sale of securities and other assets held in the investment portfolio of the Trust. (b) In performing its duties under this Section 2, the Adviser may delegate some or all of its duties and obligations under this Agreement to one or more investment sub-advisers; provided, however, that any such delegation shall be pursuant to an agreement with terms agreed upon by the Trust and approved in a manner consistent with the 1940 Act and provided, further, that no such delegation shall relieve the Adviser from its duties and obligations of management and supervision of the management of the Trusts assets pursuant to this Agreement and to applicable law.(c) The Adviser shall maintain business continuity, cybersecurity, disaster recovery and backup capabilities and facilities in keeping with industry standards and Securities and Exchange Commission (SEC) requirements through which the Adviser will be able to perform its obligations hereunder with minimal disruptions or delay. (d) To the extent prohibited by Regulation S-P, the Adviser and its affiliates will not disclose any non-public personal information, as defined in Regulation S-P, received from the Trust regarding any shareholder unless in accordance with an exception under Regulation S-P, or as otherwise may be permitted by law. The Adviser represents and warrants that, in accordance with applicable state privacy laws and Regulation S-P, it has implemented safeguards by adopting policies and procedures reasonably designed to: (i) insure the security and confidentiality of records and non-public personal information of shareholders; (ii) protect against any anticipated threats or hazards to the security or integrity of shareholder records and non-public personal information; and (iii) protect against unauthorized access to or use of such shareholder records or non-public personal information that could result in substantial harm or inconvenience to any shareholder. The Adviser shall treat confidentially all records of the Trust and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where the Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or (ii) when so requested by the Trust.(e) The Adviser acknowledges that, in compliance with the Bank Secrecy Act, as amended, the USA PATRIOT Act, and any implementing regulations thereunder (together, the AML Laws), the Trust has adopted anti-money laundering policies and procedures (the AML Policies). The Adviser agrees to comply with the Trusts AML Policies and the AML Laws, as the same may apply to the Adviser, now and in the future, and understands and agrees that the Trust may disclose information regarding the Adviser to governmental and/or regulatory or self-regulatory authorities to the extent required by applicable law or regulation and may file reports with such authorities as may be required by such law or regulation.A-2(f) The Adviser shall provide such information as may reasonably be requested by the Board under Section 15(c) of the 1940 Act in connection with its annual consideration of this Agreement.3. Duties and Obligations of the Adviser with Respect to the Management of the TrustThe Adviser shall perform the management services necessary for the operation of the Trust, including providing the Trust necessary personnel and such other services as the Adviser, subject to review by the Board of Trustees, from time to time shall determine to be necessary or useful to perform its obligations under this Agreement. The Adviser, also on behalf of the Trust, shall conduct relations with administrators, custodians, depositories, transfer agents, pricing agents, investor support service providers, investor relations providers, dividend disbursing agents, other shareholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable.4. Covenants(a) In the performance of its duties under this Agreement, the Adviser shall at all times conform to, and act in accordance with, any requirements imposed by:(i) the provisions of the 1940 Act and the Advisers Act and all applicable Rules and Regulations of the SEC; (ii) any other applicable provision of law; (iii) the provisions of this Agreement and Declaration of Trust and By-Laws of the Trust, as such documents are amended from time to time; (iv) the investment objective, policies and restrictions of the Trust as set forth in its Registration Statement on Form N-2; and (v) any policies and determinations of the Board of Trustees of the Trust.(b) The Adviser will maintain a written code of ethics (the Code of Ethics) pursuant to Rule 17j-1 under the 1940 Act, a copy of which will be provided to the Trust, and will institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Adviser will follow such Code of Ethics in performing its services under this Agreement.(c) The Adviser will maintain compliance policies and procedures adopted pursuant to Rule 206(4)-7 under the Advisers Act and Rule 38a-1 under the 1940 Act, a copy of which will be provided to the Trust, and follow such compliance policies and procedures in performing its services under this Agreement; and(d) The Adviser will cooperate with the chief compliance officer of the Trust in connection with the implementation and operation of the Trusts compliance policies and procedures adopted pursuant to Rule 38a-1 under the 1940 Act, and will prepare necessary reports and provide the Trusts chief compliance officer with access to information reasonably necessary for the Trust to comply with Rule 38a-1.A-35. Portfolio Transactions(a) In the performance of its duties under this Agreement, the Adviser will place orders either directly with the issuer or with any broker or dealer. Subject to the other provisions of this paragraph, in placing orders with brokers and dealers, the Adviser will attempt to obtain the best price and the most favorable execution of its orders, and all such brokerage placement shall be made in compliance with Section 28(e) of the Securities Exchange Act of 1934, as amended. In placing orders, the Adviser will consider the experience and skill of the firms securities traders as well as the firms financial responsibility and administrative efficiency. Consistent with this obligation, the Adviser may select brokers on the basis of the research, statistical and pricing services they provide to the Trust and other clients of the Adviser. Information and research received from such brokers will be in addition to, and not in lieu of, the services required to be performed by the Adviser hereunder. A commission paid to such brokers may be higher than that which another qualified broker would have charged for effecting the same transaction, provided that the Adviser determines in good faith that such commission is reasonable in terms either of the transaction or the overall responsibility of the Adviser to the Trust and its other clients and that the total commissions paid by the Trust will be reasonable in relation to the benefits to the Trust over the long-term. In no instance, however, will the Trusts securities be purchased from or sold to the Adviser, or any affiliated person thereof, except to the extent permitted by the SEC or by applicable law.(b) At the request of the Board of Trustees of the Trust, the Adviser will identify and provide a written description to the Board of Trustees of soft dollar arrangements that the Adviser maintains with respect to the Trust or with brokers or dealers that execute transactions for the Trust, and of research and other services provided to the Adviser by a broker or dealer (whether prepared by such broker or dealer or by a third party) as a result, in whole or in part, of the direction of Trust transactions to the broker or dealer. (c) From time to time, the Adviser or brokers or dealers affiliated with it may find themselves in a position to buy for certain of their clients (each an Account) securities which the Advisers investment advisory clients wish to sell, and to sell for certain of their clients securities which other advisory clients wish to buy. Where one of the parties is an advisory client, the Adviser or the affiliated broker or dealer cannot participate in this type of transaction (known as a cross transaction) on behalf of an advisory client and retain commissions from one or both parties to the transaction without the advisory clients consent. This is because in a situation where the Adviser is making the investment decision (as opposed to a brokerage client who makes his own investment decisions), and the Adviser or an affiliate is receiving commissions from both sides of the transaction, there is a potential conflicting division of loyalties and responsibilities on the Advisers part regarding the advisory client. The SEC has adopted a rule under the Advisers Act that permits the Adviser or its affiliates to participate on behalf of an Account in agency cross transactions if the advisory client has given written consent in advance. By execution of this Agreement, the Trust authorizes the Adviser or its affiliates to participate in agency cross transactions involving an Account. The Trust may revoke its consent at any time by written notice to the Adviser.A-46. ConfidentialityEach of the Trust and the Adviser acknowledge and agree that pursuant to this Agreement, either party may have access to the other partys confidential and proprietary information and materials concerning or pertaining to the others business. Each party will receive and hold such information in the strictest confidence, and acknowledge, represent, and warrant that it will use its best efforts to protect the confidentiality of this information. Each party agrees that, without the prior written consent of the other party, which approval shall not be unreasonably withheld, they will not use, copy, or divulge to third parties or otherwise use, except in accordance with the terms of this Agreement, any information obtained from or through the other party in connection with this Agreement; provided, however, this covenant shall not apply to information (i) which is in the public domain now or when it becomes in the public domain in the future, other than by reason of a breach of this Agreement, (ii) which has come to either party from a lawful source not bound to maintain the confidentiality of such information, other than from the other party or an affiliate or representative of that party, (iii) disclosures which are required by law, regulatory authority, regulation or legal process or are made to any regulatory agency in the normal course of an examination, audit or investigation involving such party, or (iv) disclosure as reasonably necessary in the course of business to third parties subject to a duty to maintain the confidentiality of the information.7. Services Not Exclusive(a) Nothing in this Agreement shall prevent the Adviser or any officer, employee or other affiliate thereof from acting as investment adviser for any other person, firm or corporation, or from engaging in any other lawful activity, and shall not in any way limit or restrict the Adviser or any of its officers, employees or agents from buying, selling or trading any securities for its or their own accounts or for the accounts of others for whom it or they may be acting; provided, however, that the Adviser will undertake no activities which, in its judgment, will adversely affect the performance of its obligations under this Agreement.(b) The Adviser may manage other investment accounts and funds, including those with investment objectives similar to the Trust. Securities considered as investments for the Trust may also be appropriate for other investment accounts and funds that may be managed by the Adviser. Subject to applicable laws and regulations, the Adviser will attempt to allocate equitably portfolio transactions among the portfolios of its other investment accounts and funds purchasing securities whenever decisions are made to purchase or sell securities by the Trust and one or more of such other accounts or funds simultaneously. In making such allocations, the main factors to be considered by the Adviser will be the respective investment objectives of the Trust and such other accounts and funds, the relative size of portfolio holdings of the same or comparable securities, the availability of cash for investment by the Trust and such other accounts and funds, the size of investment commitments generally held by the Trust and such accounts and funds, and the opinions of the persons responsible for recommending investments to the Trust and such other accounts and funds. 8. Books and Records(a) The Adviser undertakes and agrees to maintain or cause others to maintain, in the form and for the period required by Rule 31a-2 A-5under the 1940 Act, all records relating to the Trusts investments that are required to be maintained by the Trust pursuant to the 1940 Act with respect to the Advisers responsibilities under this Agreement for the Trust, and which are not otherwise maintained by the administrator, fund accounting agent, custodian or other service providers to the Trust.(b) In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Adviser hereby agrees that all records which it maintains for the Trust are the property of the Trust and further agrees to surrender promptly to the Trust any such records upon the Trusts request. 9. CustodyNothing in this Agreement will require the Adviser to take or receive physical possession of cash, securities, or other investments of the Trust. 10. Expenses(a) During the term of this Agreement, the Adviser will bear all costs and expenses of its employees and any overhead incurred in connection with its duties hereunder, except as provided pursuant to paragraph (c) of this Section 10, and shall bear the costs of any salaries or trustees fees of any officers or trustees of the Trust who are affiliated persons (as defined in the 1940 Act) of the Adviser.(b) The Trust will bear all other costs, fees and expenses of its operations and transactions, including those relating to: (1) organization; (2) calculation of the Trusts net asset value (including the cost and expenses of any independent valuation firm, agent or other provider); (3) expenses payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for the Trust and in monitoring the Trusts investments; (4) interest payable on indebtedness and dividends and distributions on preferred shares, as applicable, if any, incurred to finance the Trusts investments; (5) offerings of the Trusts common shares and other securities (including, all fees, costs and expenses related thereto); (6) fees payable to third parties, including agents, legal counsel, consultants or other advisors, relating to, or associated with, evaluating and making investments; (7) administrator, transfer agent and custodian fees; (8) federal and state registration fees; (9) all costs of registration and listing the Trusts shares on any securities exchange; (10) federal, state and local taxes; (11) independent trustees fees and expenses; (12) costs of preparing and filing reports or other documents required by governmental bodies (including the SEC), including printing costs; (13) costs of any reports, proxy statements or other notices to shareholders, including printing costs; (14) insurance premiums for fidelity bond and other insurance coverage, including the Trusts allocable portion of the fidelity bond, trustees and officers errors and omissions liability insurance, including independent trustees liability insurance, and any other insurance premium; (15) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; (16) brokerage commissions, assignment fees and other costs in connection with the purchase, holding or sale of securities and other investment instruments (including, without limitation, security settlement costs); (17) expenses incidental to holding meetings of the Trusts shareholders, including proxy solicitations therefor; provided, however, that the Trust will not bear such expenses with respect to any meeting of the Trusts shareholders held for the purpose of seeking shareholder approval of a new investment advisory agreement in connection A-6with a change of control of the Adviser; (18) unusual, non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust is a party and legal obligations that the Trust may have to indemnify the Trusts directors, officers and/or employees or agents with respect to these actions, suits or proceedings; and (19) all other expenses incurred by the Trust in connection with administering the Trusts business.(c) The Trust may, if and to the extent approved by the Board of Trustees, including a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, from time to time reimburse the Adviser for certain costs and expenses incurred by the Adviser in connection with the management of the Trusts assets, which may include the Trusts allocable share of portfolio management and trading software costs, research expenses (including modeling and analytic software costs), diligence expenses and out-of-pocket travel costs incurred in connection with the management of the Trusts assets. For the avoidance of doubt, in no event shall expenses associated with the general overhead of the Adviser be reimbursed by the Trust.11. Compensation of the Adviser(a) The Trust agrees to pay to the Adviser and the Adviser agrees to accept as full compensation for all services rendered by the Adviser as such, a monthly fee in arrears at an annual rate equal to 0.80% of the Trusts average daily value of the Trusts Managed Assets. For any period less than a month during which this Agreement is in effect, the fee shall be prorated according to the proportion which such period bears to a full month of 28, 29, 30 or 31 days, as the case may be. (b) Managed Assets means the total assets of the Trust, including the assets attributable to the proceeds from financial leverage (including through the issuance of preferred shares or the issuance of senior securities representing indebtedness), minus liabilities, other than liabilities related to any financial leverage. (c) For purposes of this Agreement, the total assets of the Trust shall be calculated pursuant to the procedures adopted by resolutions of the Trustees of the Trust for calculating the value of the Trusts assets.(d) The Adviser may elect from time to time, in its sole discretion, to waive its right to reimbursement or its receipt of the advisory fee.12. Representations and Warranties(a) The Trust represents and covenants to the Adviser as follows:(i) The Trust is duly organized and validly existing under the laws of the State of Delaware with the power to own and possess its assets.(ii) The execution, delivery and performance by the Trust of this Agreement are within the Trusts powers and have been duly authorized by all necessary actions of the Board of Trustees, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or A-7regulation, (ii) the Trusts governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instruments binding upon the Trust.(iii) The Trust is, or will be prior to commencing operations, registered as a closed-end management investment company under the 1940 Act and the Trusts shares are, or will be prior to commencing operations, registered under the Securities Act of 1933, as amended, and under any applicable state securities laws, or exempt from such registration.(b) The Adviser represents and covenants to the Trust as follows:(i) The Adviser is duly organized and validly existing under the laws of the State of Delaware.(ii) The execution, delivery and performance by the Adviser of this Agreement are within the Advisers powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance of this Agreement by the parties to this Agreement, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Advisers governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instruments binding upon the Adviser.(iii) The Adviser is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement.13. Limitation on LiabilityThe Adviser will not be liable for any error of judgment or mistake of law or for any loss suffered by Adviser or by the Trust in connection with the performance of this Agreement, except a loss resulting from a breach of a fiduciary duty with respect to the receipt of compensation for services or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder).14. IndemnificationThe Trust shall indemnify, defend and protect the Adviser, its members and their respective officers, managers, partners, agents, employees, controlling persons, members and any other person affiliated with any of them (collectively, the Indemnified Parties) (each of whom shall be deemed a third party beneficiary hereof) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, A-8investigation or other proceeding (including an action or suit by or in the right of the Trust or its security holders) arising out of or otherwise based upon the performance of any of the Advisers duties or obligations under this Agreement or otherwise as an investment adviser of the Trust. Notwithstanding the foregoing provisions of this Section 12 to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Trust or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of any Indemnified Partys duties or by reason of the reckless disregard of the Advisers duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder).15. Duration and Termination(a) This Agreement shall become effective as of the date hereof and, unless sooner terminated with respect to the Trust as provided herein, shall continue in effect for a period of two years. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Trust for successive periods of 12 months, provided such continuance is specifically approved at least annually by both:(i) the vote of a majority of the Trusts Board of Trustees or the vote of a majority of the outstanding voting securities of the Trust at the time outstanding and entitled to vote, and (ii) the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. (b) Notwithstanding the foregoing, this Agreement may be terminated by the Trust at any time, without the payment of any penalty, upon giving the Adviser 60 days notice (which notice may be waived by the Adviser), provided that such termination by the Trust shall be directed or approved by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Trust at the time outstanding and entitled to vote, or by the Adviser on 60 days written notice to the Trust (which notice may be waived by the Trust). (c) This Agreement will immediately terminate in the event of its assignment. (d) As used in this Agreement, the terms majority of the outstanding voting securities, interested person and assignment shall have the same meanings of such terms in the 1940 Act.(e) The terms of Sections 6, 8, 13 and 14, 18, 19 and 20 of this Agreement shall survive the termination of this Agreement.16. NoticesAny notice under this Agreement shall be in writing to the other party at such address as the other party may designate from time to time for the receipt of such notice and shall be deemed to be received on the earlier of the date actually received or on the fourth day after the postmark if such notice is A-9mailed first class postage prepaid.17. Amendment of this AgreementNo provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. Any amendment of this Agreement shall be subject to the 1940 Act.18. Governing LawThis Agreement shall be governed by and construed in accordance with the laws of the State of Delaware for contracts to be performed entirely therein without reference to choice of law principles thereof and in accordance with the applicable provisions of the 1940 Act.19. Use of the NameThe Adviser has consented to the use by the Trust of the name or identifying word XA, XAI or XA Investments in the name of the Trust. Such consent is conditioned upon the employment of the Adviser as the investment adviser to the Trust. The name or identifying word XA, XAI or XA Investments may be used from time to time in other connections and for other purposes by the Adviser and any of its affiliates. The Adviser may require the Trust to cease using XA, XAI or XA Investments in the name of the Trust, if the Trust ceases to employ, for any reason, the Adviser, any successor thereto or any affiliate thereof as investment adviser of the Trust. If so required by the Adviser, the Trust will cease using XA, XAI or XA Investments in its name as promptly as practicable and make all reasonable efforts to remove XA, XAI or XA Investments from its name.20. Miscellaneous(a) The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.(b) If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. (c) Nothing contained in this Agreement will be deemed to require the Trust to take any action contrary to the Trusts Amended and Restated Agreement and Declaration of Trust or By-laws, as they may be amended and/or restated from time to time, or any applicable statute or regulation, or to relieve or deprive the Board of Trustees of its responsibility for and control of the conduct of the affairs of the Trust. (d) This Agreement shall be binding on, and shall inure to the benefit of the parties hereto and their respective successors.(e) This Agreement may be executed in counterparts by the parties hereto, each of which shall constitute an original counterpart, and all of which, together, shall constitute one Agreement. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.A-10(f) This Agreement constitutes the entire understanding and agreement, and supersedes any and all other proposals, understandings, and agreements among the parties with respect to the subject matter hereof.IN WITNESS WHEREOF, the parties hereto have caused the foregoing instrument to be executed by their duly authorized officers, all as of the day and the year first above written.MADISON COVERED CALL & EQUITY STRATEGY FUNDBy: Name: Title: XA INVESTMENTS LLCBy: Name: Title: A-11EXHIBIT BNEW SUBADVISORY AGREEMENTINVESTMENT SUBADVISORY AGREEMENTINVESTMENT SUB-ADVISORY AGREEMENT (the Agreement), dated as of [ ], 2024 (the Effective Date) among Madison Covered Call and Equity Strategy Fund, a Delaware statutory trust (the Trust), XA Investments LLC, a Delaware limited liability company (the Adviser), and Madison Asset Management, LLC a Wisconsin limited liability company (the Sub-Adviser).WHEREAS, the Adviser has agreed to furnish investment management and advisory services to the Trust, a closed-end management investment company registered under the Investment Company Act of 1940, as amended (the 1940 Act);WHEREAS, the investment advisory agreement between the Adviser and the Trust dated as of [ ] (such agreement or the most recent successor agreement between such parties relating to advisory services to the Trust is referred to herein as the Investment Advisory Agreement) contemplates that the Adviser may sub-contract investment advisory services with respect to the Trust to a sub-adviser(s) pursuant to a sub-advisory agreement(s) agreeable to the Trust and approved in accordance with the provisions of the 1940 Act;WHEREAS, the Adviser wishes to retain the Sub-Adviser to provide certain sub-advisory services; WHEREAS, the Sub-Adviser is a registered investment adviser under the Investment Advisers Act of 1940, as amended (the Advisers Act); andWHEREAS, this Agreement has been approved in accordance with the provisions of the 1940 Act, and the Sub-Adviser is willing to furnish such services upon the terms and conditions herein set forth;NOW, THEREFORE, in consideration of the mutual premises and covenants herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged, it is agreed by and between the parties hereto as follows:1. Appointment(a) The Adviser hereby appoints the Sub-Adviser to act as the investment sub-adviser to the Trust and to furnish the services described herein, for the period and upon the terms herein set forth.(b) The Sub-Adviser hereby agrees, all as more fully set forth herein, to act as investment sub-adviser to the Trust and to furnish the services described below with respect to the investment of the Trusts assets and the purchase of securities for and the sale of securities held in the investment portfolio of the Trust.(c) The Sub-Adviser for all purposes in this Agreement will be deemed to be an independent contractor and, unless otherwise expressly provided or authorized in this Agreement, will have no authority to act for or represent the Adviser or the Trust in any way B-1or otherwise be deemed an agent of the Adviser or the Trust. 2. Duties and Obligations of the Sub-Adviser with Respect to Investment of Assets of the Trust(a) Subject to the oversight and supervision of the Adviser and direction and control of the Trusts Board of Trustees, the Sub-Adviser will act as sub-adviser for the Trust and perform one or more of the following services at the request of the Adviser in connection with the investment and reinvestment of the Trusts assets: (i) managing the investment and reinvestment of the assets of the Trust in accordance with the investment policies and guidelines of the Trust;(ii) subject to the provisions of Section 4 hereof, purchasing and selling securities and other assets for the Trust and placing orders for purchases and sales of assets of the Trust; (iii) providing investment research and credit analysis concerning the assets of the Trust; (iv) monitoring on a daily basis the investment activities and portfolio holdings relating to the Trust;(v) voting proxies relating to the Trusts portfolio securities in accordance with the proxy voting policies and procedures of the Sub-Adviser; and(vi) settlement of transactions and completing corporate actions. (b) At the request of the Adviser, the Sub-Adviser will also, subject to the oversight and supervision of the Adviser and the direction and control of the Trusts Board of Trustees, consult with the Adviser as to the overall management of the assets of the Trust and the investment policies and practices of the Trust, including (but not limited to) the use by the Trust of financial leverage and matters relating to such financial leverage (e.g., form, amount and costs) and the utilization by the Trust of any interest rate or other hedging or risk management transactions in connection therewith. (c) In addition, the Sub-Adviser will keep the Trust and the Adviser informed of developments relating to the Sub-Adviser or the Trusts investments materially affecting the Trust and shall, upon request, furnish to the Adviser and the Trust all information relevant to such developments. (d) The Sub-Adviser will periodically communicate to the Adviser or other service providers of the Trust, at such times as the Adviser may request, information concerning the purchase and sale of securities for the Trust and such other information as the Adviser may reasonably require for purposes of fulfilling its obligations to the Trust under the Investment Advisory Agreement.(e) In addition to the investment policies and guidelines of the Trust, the Adviser may from time to time communicate to the Sub-Adviser instructions (the Instructions) in writing that limit or supplement the investment policies and guidelines and are subject to approval by the Sub-B-2Adviser, which approval shall not be unreasonably withheld. Neither the investment policies and guidelines nor the Instructions shall require the Sub-Adviser to obtain capabilities or resources beyond those it possesses as of the Effective Date. The Adviser shall promptly notify the Sub-Adviser, in writing, of any change in the investment policies and guidelines that is made for any reason, including but not limited to a change by the Adviser, the Trust or in any applicable law or regulation. The Adviser acknowledges that the Sub-Adviser may be required to terminate delivery of certain data or services used in managing the Trust in the event the Sub-Adviser is no longer able to obtain such data or services.(f) The Sub-Adviser shall maintain business continuity, cybersecurity, disaster recovery and backup capabilities and facilities in keeping with industry standards and Securities and Exchange Commission (SEC) requirements through which the Sub-Adviser will be able to perform its obligations hereunder with minimal disruptions or delay. (g) To the extent prohibited by Regulation S-P, the Sub-Adviser and its affiliates will not disclose any non-public personal information, as defined in Regulation S-P, received from the Trust regarding any shareholder unless in accordance with an exception under Regulation S-P, or as otherwise may be permitted by law. The Sub-Adviser represents and warrants that, in accordance with applicable state privacy laws and Regulation S-P, it has implemented safeguards by adopting policies and procedures reasonably designed to: (i) insure the security and confidentiality of records and non-public personal information of shareholders; (ii) protect against any anticipated threats or hazards to the security or integrity of shareholder records and non-public personal information; and (iii) protect against unauthorized access to or use of such shareholder records or non-public personal information that could result in substantial harm or inconvenience to any shareholder. The Sub-Adviser shall treat confidentially all records of the Trust and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where the Sub-Adviser may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or (ii) when so requested by the Trust.(h) The Sub-Adviser acknowledges that, in compliance with the Bank Secrecy Act, as amended, the USA PATRIOT Act, and any implementing regulations thereunder (together, the AML Laws), the Trust has adopted anti-money laundering policies and procedures (the AML Policies). The Sub-Adviser agrees to comply with the Trusts AML Policies and the AML Laws, as the same may apply to the Sub-Adviser, now and in the future, and understands and agrees that the Trust may disclose information regarding the Sub-Adviser to governmental and/or regulatory or self-regulatory authorities to the extent required by applicable law or regulation and may file reports with such authorities as may be required by such law or regulation.(i) The Sub-Adviser shall provide such information as may reasonably be requested by the Adviser and/or the Board of Trustees under Section 15(c) of the 1940 Act in connection with its annual consideration of this Agreement.B-3(i) Nothing in this Agreement is deemed to impose on the Sub-Adviser responsibility for the preparation of the Trusts financial statements or the Trusts other financial and regulatory filing and reporting obligations, provided that the Sub-Adviser shall provide sub-certifications in the form reasonably requested by the Trust relating to the Sub-Advisers services under this Agreement to assist the Trust in complying with the provisions of the Sarbanes-Oxley Act of 2002.3. Covenants(a) In the performance of its duties under this Agreement, the Sub-Adviser shall at all times conform to, and act in accordance with, any requirements imposed by:(i) the provisions of the 1940 Act and the Advisers Act and all applicable Rules and Regulations of the SEC; (ii) any other applicable provision of law; (iii) the provisions of this Agreement and Declaration of Trust and By-Laws of the Trust, as such documents are amended from time to time; (iv) the investment objective, policies and restrictions of the Trust as set forth in its Registration Statement on Form N-2 and as supplemented from time to time by the Trusts shareholder reports and other SEC filings; and (v) any policies and determinations of the Board of Trustees of the Trust.(b) The Sub-Adviser will not consult with any other sub-adviser of the Trust or any other sub-adviser to a fund under common control with the Trust concerning transactions of the Trust in securities or other assets.(c) The Sub-Adviser will maintain a written code of ethics (the Code of Ethics) pursuant to Rule 17j-1 under the 1940 Act, a copy of which will be provided to the Trust and the Adviser, and will institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Sub-Adviser will follow such Code of Ethics in performing its services under this Agreement.(d) The Sub-Adviser will maintain compliance policies and procedures adopted pursuant to Rule 206(4)-7 under the Advisers Act and Rule 38a-1 under the 1940 Act, a copy of which will be provided to the Trust and the Adviser, and follow such compliance policies and procedures in performing its services under this Agreement; and(e) The Sub-Adviser will cooperate with the chief compliance officer of the Trust in connection with the implementation and operation of the Trusts compliance policies and procedures adopted pursuant to Rule 38a-1 under the 1940 Act, and will prepare necessary reports and provide the Trusts chief compliance officer with access to information reasonably necessary for the Trust to comply with Rule 38a-1.4. Portfolio Transactions(a) In the performance of its duties under this Agreement, the Sub-Adviser will place orders either directly with the issuer or with any broker B-4or dealer. Subject to the other provisions of this paragraph, in placing orders with brokers and dealers, the Sub-Adviser will attempt to obtain the best price and the most favorable execution of its orders, and all such brokerage placement shall be made in compliance with Section 28(e) of the Securities Exchange Act of 1934, as amended. In placing orders, the Sub-Adviser will consider the experience and skill of the firms securities traders as well as the firms financial responsibility and administrative efficiency. Consistent with this obligation, the Sub-Adviser may select brokers on the basis of the research, statistical and pricing services they provide to the Trust and other clients of the Sub-Adviser. Information and research received from such brokers will be in addition to, and not in lieu of, the services required to be performed by the Sub-Adviser hereunder. A commission paid to such brokers may be higher than that which another qualified broker would have charged for effecting the same transaction, provided that the Sub-Adviser determines in good faith that such commission is reasonable in terms either of the transaction or the overall responsibility of the Sub-Adviser to the Trust and its other clients and that the total commissions paid by the Trust will be reasonable in relation to the benefits to the Trust over the long-term. In no instance, however, will the Trusts securities be purchased from or sold to the Sub-Adviser, or any affiliated person thereof, except to the extent permitted by the SEC or by applicable law.(b) At the request of the Adviser or the Trust, the Sub-Adviser will identify and provide a written description to the Adviser and the Board of Trustees of the Trust of soft dollar arrangements that the Sub-Adviser maintains with respect to the Trust or with brokers or dealers that execute transactions for the Trust, and of research and other services provided to the Sub-Adviser by a broker or dealer (whether prepared by such broker or dealer or by a third party) as a result, in whole or in part, of the direction of Trust transactions to the broker or dealer. (c) From time to time, the Sub-Adviser or brokers or dealers affiliated with it may find themselves in a position to buy for certain of their clients (each an Account) securities which the Sub-Advisers investment advisory clients wish to sell, and to sell for certain of their clients securities which advisory clients wish to buy. Where one of the parties is an advisory client, the Sub-Adviser or the affiliated broker or dealer cannot participate in this type of transaction (known as a cross transaction) on behalf of an advisory client and retain commissions from one or both parties to the transaction without the advisory clients consent. This is because in a situation where the Sub-Adviser is making the investment decision (as opposed to a brokerage client who makes his own investment decisions), and the Sub-Adviser or an affiliate is receiving commissions from both sides of the transaction, there is a potential conflicting division of loyalties and responsibilities on the Sub-Advisers part regarding the advisory client. However, the SEC has adopted a rule under the Advisers Act that permits the Sub-Adviser or its affiliates to participate on behalf of an Account in agency cross transactions if the advisory client has given written consent in advance. Therefore, by execution of this Agreement, the Trust authorizes the Sub-Adviser or its affiliates to participate in agency cross transactions involving an Account. The Trust may revoke its consent at any time by written notice to the Sub-Adviser.5. ConfidentialityEach of the Trust, the Adviser and the Sub-Adviser acknowledge and agree that in satisfying its respective obligations under and performing B-5services in connection with this Agreement, any party may have access to another partys confidential and proprietary information and materials concerning or pertaining to the others business (confidential information). Each party will receive and hold such information in the strictest confidence, and acknowledge, represent, and warrant that it will use its best efforts to protect the confidentiality of this information to the same degree of care as it would its own confidential information. Each party agrees that, without the prior written consent of the other party, which approval shall not be unreasonably withheld, such party will not use, copy, or divulge to third parties or otherwise use, except in accordance with the terms of this Agreement, any confidential information of another party without the prior written consent of such other party; provided, however, this covenant shall not apply to (i) information which is in the public domain now or when it becomes in the public domain in the future, other than by reason of a breach of this Agreement, (ii) information which has come to a party from a lawful source not bound to maintain the confidentiality of such information, other than from any other party or an affiliate or representative of that party, (iii) information which is independently developed without the use of confidential information, (iv) disclosures which are required by law, regulatory authority, regulation or legal process or are made to any regulatory agency in the normal course of an examination, audit or investigation involving such party, or (v) disclosure as reasonably necessary in the course of business to third parties subject to a duty to maintain the confidentiality of the information. Notwithstanding the foregoing, the Sub-Adviser may disclose information it receives from or on behalf of the Trust or the Adviser to officers and employees of the Sub-Adviser or any of its affiliates in the course of providing the services under this Agreement and the Sub-Adviser may disclose the Trusts TIN information to third parties as required to perform the Sub-Advisers services under this Agreement. 6. Services Not Exclusive(a) Nothing in this Agreement shall prevent the Sub-Adviser or any officer, employee or other affiliate thereof from acting as investment adviser for any other person, firm or corporation, or from engaging in any other lawful activity, and shall not in any way limit or restrict the Sub-Adviser or any of its officers, employees or agents from buying, selling or trading any securities for its or their own accounts or for the accounts of others for whom it or they may be acting; provided, however, that the Sub-Adviser will undertake no activities which, in its judgment, will adversely affect the performance of its obligations under this Agreement.(b) The Sub Adviser currently manages, and may in the future manage, other investment accounts and funds, including those with investment objectives similar to the Trust. Securities considered as investments for the Trust may also be appropriate for other investment accounts and funds that may be managed by the Sub-Adviser. Subject to applicable laws and regulations, the Sub-Adviser will attempt to allocate equitably portfolio transactions among the portfolios of its other investment accounts and funds purchasing securities whenever decisions are made to purchase or sell securities by the Trust and one or more of such other accounts or funds over time. In making such allocations, the main factors to be considered by the Sub-Adviser will be the respective investment objectives of the Trust and such other accounts and funds, the relative size of portfolio holdings of the same or comparable securities, the availability of cash for investment by the Trust and such other accounts and funds, the size of investment commitments generally B-6held by the Trust and such accounts and funds, and the opinions of the persons responsible for recommending investments to the Trust and such other accounts and funds. 7. Books and Records(a) The Sub-Adviser undertakes and agrees to maintain or cause others to maintain, in the form and for the period required by Rule 31a-2 under the 1940 Act, all records relating to the Trusts investments that are required to be maintained by the Trust pursuant to the 1940 Act with respect to the Sub-Advisers responsibilities under this Agreement for the Trust, and which are not otherwise maintained by the administrator, fund accounting agent, custodian or other service providers to the Trust.(b) In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Adviser hereby agrees that all records which it maintains for the Trust are the property of the Trust and further agrees to surrender promptly to the Trust any such records upon the Trusts request, except for any software or other intellectual property that is proprietary to, or owned or licensed by, the Sub-Adviser or any of its affiliates, which shall remain the property of the Sub-Adviser. Notwithstanding the foregoing, the Sub-Adviser shall retain those original records or copies of records in order to comply with the Advisers Act record keeping requirement, applicable law and its own internal policies.(c) Each of the Adviser and the Trust shall own, have custody of and maintain its general corporate accounts and records. At reasonable times and upon reasonable notice, the Trust shall provide the Sub-Adviser with access to all books, records, accounts, facilities, and personnel necessary or appropriate for the performance of the Sub-Advisers obligations under this Agreement. 8. CustodyNothing in this Agreement will require the Sub-Adviser to take or receive physical possession of cash, securities, or other investments of the Trust. The Trust shall select, engage and maintain at the Trusts expense one or more custodians meeting the requirements of Section 17(f) of the 1940 Act and the rules, regulations and interpretations thereunder (each a Custodian) to serve as Custodian(s) of the Trust assets. The Adviser shall provide the Sub-Adviser, in writing, the identity of each Custodian, any change in a Custodian and all other information regarding the Custodian(s) required for the Sub-Adviser to carry out its duties under this Agreement. The Adviser shall notify each Custodian of the appointment of the Sub-Adviser and of the authority of the Sub-Adviser to effect investments with respect to the Trust assets. All transactions authorized by this Agreement are made by payment to or delivery by the Custodian(s). The Sub-Adviser shall have no rights or responsibilities, including to direct payment or move cash or assets of the Trust, that would be defined as taking custody under the Advisers Act. In connection with the Trusts custody agreement(s), the Adviser and the Trust will ensure that no such rights are given to the Sub-Adviser. The Trust and the Adviser will ensure that the Sub-Adviser may use the Depositary Trust Companys Institutional Delivery System for trade confirmation and settlement. B-79. Expenses(a) During the term of this Agreement, the Sub-Adviser will bear all costs and expenses of its employees and any overhead incurred in connection with its duties hereunder, except as provided pursuant to paragraph (d) of this Section 9, and shall bear the costs of any salaries or trustees fees of any officers or trustees of the Trust who are affiliated persons (as defined in the 1940 Act) of the Sub-Adviser.(b) The Sub-Adviser shall not be responsible for any expenses of the Adviser or the Trust not specifically set forth in this Section 9 or otherwise in any written agreement between the Sub-Adviser and the Trust or the Adviser, as the case may be.(c) The Trust will bear all other costs, fees and expenses of its operations and transactions, including those relating to: (1) organization; (2) calculation of the Trusts net asset value (including the cost and expenses of any independent valuation firm, agent or other provider); (3) expenses payable to third parties, including agents, consultants or other advisors, in monitoring financial and legal affairs for the Trust and in monitoring the Trusts investments; (4) interest payable on indebtedness and dividends and distributions on preferred shares, as applicable, if any, incurred to finance the Trusts investments; (5) offerings of the Trusts common shares and other securities (including, all fees, costs and expenses related thereto); (6) fees payable to third parties, including agents, legal counsel, consultants or other advisors, relating to, or associated with, evaluating and making investments; (7) administrator, transfer agent and custodian fees; (8) federal and state registration fees; (9) all costs of registration and listing the Trusts shares on any securities exchange; (10) federal, state and local taxes; (11) independent trustees fees and expenses; (12) costs of preparing and filing reports or other documents required by governmental bodies (including the SEC), including printing costs; (13) costs of any reports, proxy statements or other notices to shareholders, including printing costs; (14) insurance premiums for fidelity bond and other insurance coverage, including the Trusts allocable portion of the fidelity bond, trustees and officers errors and omissions liability insurance, including independent trustees liability insurance, and any other insurance premium; (15) direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors and outside legal costs; (16) brokerage commissions, assignment fees and other costs in connection with the purchase, holding or sale of securities and other investment instruments (including, without limitation, security settlement costs; (17) expenses incidental to holding meetings of the Trusts shareholders, including proxy solicitations therefor; provided, however, that the Trust will not bear such expenses with respect to any meeting of the Trusts shareholders held for the purpose of seeking approval of a new investment sub-advisory agreement in connection with a change of control of the Sub-Adviser; (18) unusual, non-recurring or extraordinary expenses as may arise, including those relating to actions, suits or proceedings to which the Trust is a party and legal obligations that the Trust may have to indemnify the Trusts directors, officers and/or employees or agents with respect to these actions, suits or proceedings; and (19) all other expenses incurred by the Trust in connection with administering the Trusts business.B-810. Compensation of the Sub-Adviser(a) The Trust agrees to pay to the Sub-Adviser, and the Sub-Adviser agrees to accept as full compensation for all services rendered by the Sub-Adviser under this Agreement, a monthly fee in arrears in an amount equal to the specified percentage of the advisory fee payable to the Adviser from the Trust (the Sub-Advisory Fee):Average Daily Managed AssetsSub-Adviser Percentage of Management Fees / (Fee Rate)Type of Fee SplitFirst $175 million55% / (0.44%)AbsoluteGreater than $175 million and up to $25050% / (0.40%)BlendedOver $250 million*50% / (0.40%)Absolute* If the Trusts Daily Managed Assets exceed $250 million for a period of more than 10 consecutive trading days, the Trusts management fee split will be reset to 50% to the Sub-Adviser and 50% to the Adviser on an Absolute Fee Split basis.(b) For any period less than a month during which this Agreement is in effect, the fee shall be prorated according to the proportion which such period bears to a full month of 28, 29, 30 or 31 days, as the case may be.(c) Blended Fee Split means the total sub-advisory fees paid to the Sub-Adviser will be a result of different sub-advisory fee rates assessed to different asset levels. By way of example, in a theoretical scenario in which the Trust has Managed Assets of $200 million, the resulting Sub-Advisory Fees for the Sub-Adviser will be equal to (0.44% x $175 million) + (0.40% x $25 million), with a Blended Fee Split of 0.431%.(d) Absolute Fee Split means the total sub-advisory fees paid to the Sub-Adviser will be a result of the applicable fee rate multiplied by all of the Trusts Managed Assets.(e) Managed Assets means the total assets of the Trust, including the assets attributable to the proceeds from financial leverage (including through the issuance of preferred shares or the issuance of senior securities representing indebtedness), minus liabilities, other than liabilities related to any financial leverage.(f) For purposes of this Agreement, the total assets of the Trust shall be calculated pursuant to the procedures adopted by resolutions of the Trusts Board of Trustees for calculating the value of the Trusts assets.(g) The Sub-Adviser may elect from time to time, in its sole discretion, to waive its right to receipt of all or a portion of the Sub-Advisory Fee.11. Representations and Warranties(a) The Trust represents and covenants to the Sub-Adviser as follows:(i) The Trust is duly organized and validly existing under the laws of the State of Delaware with the power to own and possess its assets.B-9(ii) The execution, delivery and performance by the Trust of this Agreement are within the Trusts powers and have been duly authorized by all necessary actions of the Board of Trustees, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (1) any provision of applicable law, rule or regulation, (2) the Trusts governing instruments, or (3) any agreement, judgment, injunction, order, decree or other instruments binding upon the Trust.(iii) The Trust is, or will be prior to commencing operations, registered as a closed-end management investment company under the 1940 Act and the Trusts shares are, or will be prior to commencing operations, registered under the Securities Act of 1933, as amended, and under any applicable state securities laws, or exempt from such registration.(iv) Prior to the Sub-Adviser commencing services under this Agreement, the Trust will have legal title to the assets in the Trust and no restrictions shall exist as to the ownership or transfer of such assets unless specifically set forth in this Agreement.(b) The Adviser represents and covenants to the Sub-Adviser as follows:(i) The Adviser is duly organized and validly existing under the laws of the State of Delaware.(ii) The execution, delivery and performance by the Adviser of this Agreement are within the Advisers powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance of this Agreement by the parties to this Agreement, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (1) any provision of applicable law, rule or regulation, (2) the Advisers governing instruments, or (3) any agreement, judgment, injunction, order, decree or other instruments binding upon the Adviser.(iii) This Agreement constitutes a valid and binding obligation of the Adviser, enforceable against the Adviser in accordance with its terms, except to the extent such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, or similar laws affecting the rights of creditors generally and by general equity principles.(iv) The Adviser is not prohibited by the 1940 Act or B-10the Advisers Act from serving as investment adviser to the Trust.(v) The Adviser hereby acknowledges receipt of Sub-Advisers Form ADV, Part 2 before, or at the time of, signing this Agreement.(c) The Sub-Adviser represents and covenants to the Adviser and the Trust as follows:(i) The Sub-Adviser is duly organized and validly existing under the laws of the State of Wisconsin.(ii) The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Advisers powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance of this Agreement by the parties to this Agreement, and the execution, delivery and performance of this Agreement by the parties to this Agreement do not contravene or constitute a default under (1) any provision of applicable law, rule or regulation, (2) the Sub-Advisers governing instruments, or (3) any agreement, judgment, injunction, order, decree or other instruments binding upon the Sub-Adviser.(iii) This Agreement constitutes a valid and binding obligation of the Sub-Adviser, enforceable against the Sub-Adviser in accordance with its terms, except to the extent such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, or similar laws affecting the rights of creditors generally and by general equity principles.(iv) The Sub-Adviser is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement.12. Certain InformationThe Adviser shall promptly notify the Sub-Adviser, and the Sub-Adviser shall promptly notify the Trust and the Adviser in writing of the occurrence of any of the following events:(a) such party failing to be registered as an investment adviser under the Advisers Act;(b) such party having been served or otherwise have notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Trust;(c) the occurrence of any change in control of such party or any parent of such party within the meaning of the 1940 Act; or B-11(d) the occurrence of any material adverse change in the business or financial position of such party. 13. Limitation on LiabilityThe Sub-Adviser will not be liable for any error of judgment or mistake of law or for any loss suffered by Sub-Adviser, the Adviser or by the Trust in connection with the performance of this Agreement, except a loss resulting from a breach of a fiduciary duty with respect to the receipt of compensation for services or a loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder). Nothing herein shall constitute a waiver or restriction of any partys rights under applicable federal or state securities laws.14. IndemnificationThe Trust shall indemnify, defend and protect the Sub-Adviser, its members and their respective officers, managers, partners, parent, corporate group affiliates, agents, employees, controlling persons, members, and any other person affiliated with any of them (collectively, the Indemnified Parties) (each of whom shall be deemed a third party beneficiary hereof) and hold them harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys fees and amounts reasonably paid in settlement) incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Trust or its security holders) arising out of or otherwise based upon the performance of any of the Sub-Advisers duties or obligations under this Agreement or otherwise as an investment adviser of the Trust. Notwithstanding the foregoing provisions of this Section 14 to the contrary, nothing contained herein shall protect or be deemed to protect the Indemnified Parties against or entitle or be deemed to entitle the Indemnified Parties to indemnification in respect of, any liability to the Trust or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of any Indemnified Partys duties or by reason of the reckless disregard of the Sub-Advisers duties and obligations under this Agreement (as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the SEC or its staff thereunder).15. Duration and Termination(a) This Agreement shall become effective as of the Effective Date and, unless sooner terminated with respect to the Trust as provided herein, shall continue in effect for a period of two years. Thereafter, if not terminated, this Agreement shall continue in effect with respect to the Trust for successive periods of 12 months, provided such continuance is specifically approved at least annually by both:(i) the vote of a majority of the Trusts Board of Trustees or the vote of a majority of the outstanding voting securities of the Trust at the time outstanding and entitled to vote, and B-12(ii) the vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any party to this Agreement, cast in person at a meeting called for the purpose of voting on such approval. (b) Notwithstanding the foregoing, this Agreement may be terminated by (i) the Adviser or the Trust at any time, without the payment of any penalty, upon giving the Sub-Adviser 60 days notice (which notice may be waived by the Sub-Adviser), provided that such termination by the Trust shall be directed or approved by the vote of a majority of the Trustees of the Trust in office at the time or by the vote of the holders of a majority of the voting securities of the Trust at the time outstanding and entitled to vote, or (ii) the Sub-Adviser on 60 days written notice to the Trust and the Adviser (which notice may be waived by the Trust or the Adviser on behalf of both the Trust and the Adviser). (c) This Agreement will immediately terminate in the event of its assignment and will immediately terminate upon any termination of the Investment Advisory Agreement between the Trust and the Adviser.(d) As used in this Agreement, the terms majority of the outstanding voting securities, interested person and assignment shall have the same meanings of such terms in the 1940 Act.(e) The terms of Sections 5, 7, 10, 13, 14, 18, 19 and 20 of this Agreement shall survive the termination of this Agreement.16. NoticesAny notice under this Agreement shall be in writing to the other parties and shall be considered as properly given or made if (a) sent by overnight delivery by a nationally recognized air courier service, (b) sent by electronic mail with no receipt of error in the delivery, or (c) mailed by registered or certified mail, return receipt requested, and if addressed to the respective address listed below:If to Adviser, to: XA Investments, LLC 321 North Clark Street #2430 Chicago, IL 60654 Attention: General CounselIf to the Trust, to:Madison Covered Call & Equity Strategy Fund 321 North Clark Street #2430 Chicago, IL 60654 Attention: Chief Executive OfficerIf to Sub-Adviser, to:Madison Investment Holdings, Inc. 550 Science Drive Madison, WI 53711 Attention: Steven A. Carlor at such address as the other party may designate from time to time for the receipt of such notice and shall be deemed effective on receipt.17. Amendment of this AgreementNo provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. Any amendment of this Agreement shall be subject to the 1940 Act.B-1318. Governing LawThis Agreement shall be governed by and construed in accordance with the laws of the State of Delaware for contracts to be performed entirely therein without reference to choice of law principles thereof and in accordance with the applicable provisions of the 1940 Act. WAIVER OF JURY TRIAL AND PUNITIVE DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND ANY RIGHT TO SEEK PUNITIVE OR CONSEQUENTIAL DAMAGES.19. Use of the NameThe Sub-Adviser has consented to the use by the Trust of the name or identifying word Madison in the name of the Trust. Such consent is conditioned upon the employment of the Sub-Adviser as the investment sub-adviser to the Trust. The name or identifying word Madison may be used from time to time solely in connection with the Sub-Advisers services under this Agreement. The Sub-Adviser may require the Trust to cease using Madison in the name of the Trust, if the Trust ceases to employ, for any reason, the Sub-Adviser, any successor thereto or any affiliate thereof as investment sub-adviser of the Trust. If so required by the Sub-Adviser, the Trust will cease using Madison in its name as promptly as practicable and make all reasonable efforts to remove Madison from its name.20. Miscellaneous(a) The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.(b) If any provision of this Agreement is invalid, illegal, or unenforceable under applicable law of mandatory application, the validity, legality, and enforceability of that provision or condition in other instances and of the remaining provisions and conditions are not in any way affected thereby. (c) Nothing contained in this Agreement will be deemed to require the Trust to take any action contrary to the Trusts Amended and Restated Agreement and Declaration of Trust or By-laws, as they may be amended and/or restated from time to time, with notice to the Sub-Adviser, or any applicable statute or regulation, or to relieve or deprive the Board of Trustees of its responsibility for and control of the conduct of the affairs of the Trust. (d) This Agreement shall be binding on, and shall inure to the benefit of the parties hereto and their respective successors.(e) This Agreement may be executed in counterparts by the parties hereto, each of which when executed is deemed to be an original and all of which together are deemed to be one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.B-14(f) This Agreement constitutes the entire understanding and agreement, and supersedes any and all other proposals, understandings, and agreements among the parties with respect to the subject matter hereof.IN WITNESS WHEREOF, the parties hereto have caused the foregoing instrument to be executed by their duly authorized officers, all as of the day and the year first above written.MADISON COVERED CALL & EQUITY STRATEGY FUNDBy: Name: Title: XA INVESTMENTS LLCBy: Name: Title: MADISON ASSET MANAGEMENT, LLCBy: Name: Title: B-15EXHIBIT COTHER FUNDS WITH SIMILAR INVESTMENT OBJECTIVESMadison. The table below provides information regarding other registered investment companies managed by Madison which have a similar investment objective as the Fund.Name of Other FundOther Funds Investment ObjectiveAdvisers Management FeeNet Assets as of December 31, 2023Has Adviser Agreed to Waive or Reduce its Management Fee under any Applicable Contract?Madison Covered Call & Equity Income FundSeeks to provide consistent total return and, secondarily, to provide a high level of income and gains from option premiums.0.85%$261,020,326NoMadison Covered Call ETFSeeks to provide consistent total return and secondarily, to produce a high level of income and gains.0.90%1$82,690,175No1 Pursuant to an investment advisory agreement between Madison and the Madison ETFs Trust, on behalf of each series thereof (each, a Series), each Series has agreed to pay an annual unitary management fee to Madison. This unitary management fee is designed to pay each Series expenses and to compensate Madison for the services it provides to each Series. Out of the unitary management fee, Madison pays substantially all expenses of each Series, including the cost of investment management services, transfer agency, custody, fund administration, legal, audit and other service and license fees. The unitary fee does not cover, and therefore, each Series pays directly, interest, taxes, brokerage commissions, acquired fund fees and expenses and other expenses connected with the execution of portfolio transactions, distribution, and service fees payable pursuant to a Rule 12b-1 plan, if any, and extraordinary expenses.XAI. XAI does not manage other registered investment companies which have a similar investment objective as the Fund.C-1THIS PAGE INTENTIONALLY LEFT BLANKEVERY VOTE IS IMPORTANTMADISON COVERED CALL & EQUITY STRATEGY FUNDPO Box 43131Providence, RI 02940-3131VOTING OPTION:VOTE ON THE INTERNETLog on to:www.proxy-direct.comor scan the QR codeFollow the on-screen instructionsavailable 24 hoursVOTE BY PHONECall 1-800-337-3503Follow the recorded instructionsavailable 24 hoursVOTE BY MAILVote, sign and date this Proxy Card and return in the postage-paid envelopePlease detach at perforation before mailing.PROXYMADISON COVERED CALL & EQUITY STRATEGY FUNDSPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 15, 2024THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES. Greg D. Hoppe and Kyle Schalow (the Proxyholders), or any of them, each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Special Meeting of shareholders of the Madison Covered Call & Equity Strategy Fund (the "Fund"), to be held on Tuesday, October 15, 2024 at 9:00 a.m., local time at the offices of Madison Asset Management, LLC, 550 Science Drive, Madison, Wisconsin 53711, and any adjournments or postponements thereof.Shares represented by this proxy card when properly executed will be voted in the manner directed herein by the shareholder, and in the discretion of such proxies, upon any and all other matters as may properly come before the Special Meeting or any adjournment or postponement thereof. If no direction is made, on a properly executed card, this proxy will be voted "FOR" the proposals. If any of the Trustee nominees for any reason are unable or unwilling to serve, the Proxyholders will vote for the election of such other person as they may consider qualified. The shareholder hereby acknowledges receipt of this Notice of Special Meeting and Proxy Statement for the Special Meeting to be held on October 15, 2024.VOTE VIA THE INTERNET: www.proxy-direct.comVOTE VIA THE TELEPHONE: 1-800-337-3503MCC__34064_062724PLEASE MARK, SIGN, AND DATE ON THE REVERSE SIDE AND RETURN THE PROXY CARD USING THE ENCLOSED ENVELOPE.xxxxxxxxxxxxxx codeEVERY SHAREHOLDERS VOTE IS IMPORTANTImportant Notice Regarding the Availability of Proxy Materials for theSpecial Meeting to Be Held on October 15, 2024.The Proxy Statement for this meeting is available at:https://www.madisonfunds.com/MCNproxyPlease detach at perforation before mailing. TO VOTE, MARK BOXES BELOW IN BLUE OR BLACK AS SHOWN IN THIS EXAMPLE: xA.Proposals. THE BOARD RECOMMENDS YOU VOTE FOR THE FOLLOWING PROPOSALS: FOR AGAINST ABSTAIN 1. To approve a new investment advisory agreement between the Fund and XA Investments, LLC. FOR AGAINST ABSTAIN2. To approve a new investment subadvisory agreement among the Fund, Madison Asset Management, LLC and XA Investments, LLC. 3. To approve the election of five trustees to the Board of Trustees. FOR WITHHOLD01. Danielle Cupps* 02. Gregory Dingens** 03. Philip Franklin** 04. Scott Craven Jones*** 05. William Meyers*** *Class I Trustee to serve until the Funds 2027 Annual Meeting of Shareholders or until her successor shall have been elected and qualified.**Class II Trustee to serve until the Funds 2025 Annual Meeting of Shareholders or until his successor shall have been elected and qualified.***Class III Trustee to serve until the Funds 2026 Annual Meeting of Shareholders or until his successor shall have been elected and qualified.B. Authorized Signatures This section must be completed for your vote to be counted. Sign and Date Below.Note: Please sign exactly as your name(s) appear(s) on this proxy card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature.Date (mm/dd/yyyy) Please print date belowSignature 1 Please keep signature within the boxSignature 2 Please keep signature within the boxScanner bar code xxxxxxxxxxxxxx MCC 34064 xxxxxxxx Assistant Secretary andAnti-Money Laundering OfficerSince July 2024Madison and MIA, Mutual Fund Operations Manager, April 2024 - Present; Madison Funds, Ultra Series Fund and Madison ETFs Trust, Assistant Secretary and Anti-Money Laundering Officer, July 2024 Present. SS&C Technologies, Client Relationship Manager 2020 March 2024 Since July 2024Madison and MIA, Mutual Fund Operations Manager, April 2024 - Present; Madison Funds, Ultra Series Fund and Madison ETFs Trust, Assistant Secretary and Anti-Money Laundering Officer, July 2024 Present. SS&C Technologies, Client Relationship Manager 2020 March 2024 Madison and MIA, Mutual Fund Operations Manager, April 2024 - Present; Madison Funds, Ultra Series Fund and Madison ETFs Trust, Assistant Secretary and Anti-Money Laundering Officer, July 2024 Present. SS&C Technologies, Client Relationship Manager 2020 March 2024 Trustee Name Aggregate Compensationfrom FundTotal Compensation from Fund and Madison Fund Complex(1) Total Compensation from Fund and Madison Fund Complex(1) Scott C. Jones $12,000 $74,000 Steven P. Riege(2) $13,000 $123,000 Richard E. Struthers $12,000 $115,000 Name Title/Principal Occupation Steven Carl Chairman of the Board and Board Member of MIH; (Principal Executive Officer; Chief Distribution Officer) Paul Lefurgey Board Member of MIH(Retired) Frank Burgess Board Member of MIH(Retired) Richard Eisinger Board Member of MIH(Head of Equities, Portfolio Manager) Name Title John Yogi Spence Co-Chief Executive Officer Theodore F. Brombach Co-Chief Executive Officer Kimberly Ann Flynn President Benjamin D. McCulloch General Counsel & Managing Director Kevin B. Davis Managing Director & Head of Sales Trustee/Officer Name Dollar Range of Beneficially-Owned Securities of the Fund Aggregate Dollar Range of Beneficially-Owned Securities of the Madison Fund Complex(1) Scott C. Jones None Over $100,000 Steven P. Riege None $10,001 - $50,000 Richard E. Struthers None $10,001 - $50,000 Jill M. Friedow $0 - $10,000 $50,001 - $100,000 Patrick F. Ryan None Over $100,000 Steve J. Fredricks None $50,001 - $100,000 Greg D. Hoppe None Over $100,000 Brandon Redwing None $1 - $10,000 Kyle Schalow None None Terri Wilhelm None None Average Daily Managed Assets Sub-Adviser Percentage of Management Fees / (Fee Rate) Type of Fee Split First $175 million 55% / (0.44%) Absolute Greater than $175 million and up to $250 50% / (0.40%) Blended Over $250 million* 50% / (0.40%) Absolute Name of Other Fund Other Funds Investment Objective Advisers Management Fee Net Assets as of December 31, 2023 Has Adviser Agreed to Waive or Reduce its Management Fee under any Applicable Contract? Madison Covered Call & Equity Income Fund Seeks to provide consistent total return and, secondarily, to provide a high level of income and gains from option premiums. 0.85% $261,020,326 No Madison Covered Call ETF Seeks to provide consistent total return and secondarily, to produce a high level of income and gains. 0.90%1 $82,690,175 No VOTE ON THE INTERNET Log on to: www.proxy-direct.com or scan the QR code Follow the on-screen instructions available 24 hours VOTE BY PHONE Call 1-800-337-3503 Follow the recorded instructions available 24 hours VOTE BY MAIL Vote, sign and date this Proxy Card and return in the postage-paid envelope Date (mm/dd/yyyy) Please print date below Signature 1 Please keep signature within the box Signature 2 Please keep signature within the box Scanner bar codeINTRODUCTIONPROPOSAL 1: APPROVAL OF NEW ADVISORY AGREEMENTBackgroundSection 15(f) of the 1940 ActComparison of New Advisory Agreement and Existing Advisory AgreementBoard of Trustees Evaluation of the New Advisory AgreementConsequences of Shareholders not approving the New Advisory AgreementRecommendation of the Board of TrusteesPROPOSAL 2: APPROVAL OF NEW SUBADVISORY AGREEMENTBackgroundDiscussion of the Terms of the New Subadvisory AgreementBoard of Trustees Evaluation of the New Subadvisory AgreementConsequences of Shareholders not approving the New Advisory AgreementRecommendation of the Board of TrusteesNominees for the New Board of TrusteesExperience and Qualifications of the NomineesProposed New Executive Officers of the FundInformation about the Current Board of TrusteesCurrent Executive Officers of the FundNew Board Proposed Committees, Leadership Structure and Risk OversightBoard CompensationBoard Transactions with Fund AffiliatesConsequences of Shareholders not approving the New BoardRecommendation of the Board of TrusteesADDITIONAL INFORMATIONInformation about the FundInformation about MadisonInformation about XAIInformation about Independent Registered Public Accounting FirmVoting InformationNo Dissenters RightsSecurity Ownership of Management, Trustees and Principal ShareholdersSection 16 Beneficial Ownership Reporting ComplianceHouseholdingShareholder Proposals for Subsequent MeetingsOther Matters to Come Before the MeetingEXHIBIT A - NEW INVESTMENT ADVISORY AGREEMENT A-1EXHIBIT B - NEW SUBADVISORY AGREEMENT B-1EXHIBIT C - OTHER FUNDS WITH SIMILAR INVESTMENT OBJECTIVES C-1