Exhibit 99.(h)(i) Exhibit(h)(i) Madison/Claymore Covered Call Fund (a Delaware statutory trust) Common Shares of Beneficial Interest (Par Value $.01 per share) PURCHASE AGREEMENTPurchase Agreement • July 26th, 2004 • Madison Claymore Covered Call Fund • New York
Exhibit 99.(a) Exhibit (a) MADISON/CLAYMORE COVERED CALL FUND AGREEMENT AND DECLARATION OF TRUST DATED AS OF MAY 6, 2004 TABLE OF CONTENTSAgreement and Declaration of Trust • July 26th, 2004 • Madison Claymore Covered Call Fund
Exhibit 99.(g)(i) Exhibit (g)(i) INVESTMENT ADVISORY AGREEMENT THIS INVESTMENT ADVISORY AGREEMENT (the "Agreement"), dated as of ______________, 2004, between Madison/Claymore Covered Call Fund, a Delaware statutory trust (the "Trust"), and Claymore...Investment Advisory Agreement • July 26th, 2004 • Madison Claymore Covered Call Fund • Delaware
Exhibit 99.(k)(iii) Exhibit (k)(iii) - administration ADMINISTRATION AGREEMENT AGREEMENT made as of _______________, by and between each entity listed on Exhibit A hereto (each, a "Fund"; collectively, the "Funds"), and The Bank of New York, a New...Administration Agreement • July 26th, 2004 • Madison Claymore Covered Call Fund • New York
MASTER CUSTODIAN AGREEMENTMaster Custodian Agreement • June 1st, 2017 • Madison Covered Call & Equity Strategy Fund • Massachusetts
This Agreement is made as of January 1, 2013 by and among each management investment company identified on Appendix A hereto (each such management investment company and each management investment company made subject to this Agreement in accordance with Section 18.5 below, shall hereinafter be referred to as the “Fund”), and STATE STREET BANK and TRUST COMPANY, a Massachusetts trust company (the “Custodian”).
Exhibit 99.(p) Exhibit 99.(p) SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT is entered into as of the [ ] day of [ ], 2004, between Madison/Claymore Covered Call Fund, a statutory trust organized and existing under the laws of Delaware (the...Subscription Agreement • July 26th, 2004 • Madison Claymore Covered Call Fund
Exhibit 99.(h)(ii) Exhibit (h)(ii) ADDITIONAL COMPENSATION AGREEMENT ADDITIONAL COMPENSATION AGREEMENT (the "Agreement"), dated as of [ ], 2004, between Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch") and...Additional Compensation Agreement • July 26th, 2004 • Madison Claymore Covered Call Fund • New York
Agreement and Declaration of TrustAgreement and Declaration of Trust • June 1st, 2017 • Madison Covered Call & Equity Strategy Fund
REVISED JULY 16, 2001 [LOGO] MERRILL LYNCH & CO. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED MERRILL LYNCH WORLD HEADQUARTERS 4 WORLD FINANCIAL CENTER NEW YORK, N.Y. 10800 STANDARD DEALER AGREEMENT Dear Sirs: In connection with public offerings...Standard Dealer Agreement • July 26th, 2004 • Madison Claymore Covered Call Fund
Exhibit 99.(g)(ii) Exhibit(g)(ii) INVESTMENT MANAGEMENT AGREEMENT THIS INVESTMENT MANAGEMENT AGREEMENT (the "Agreement") dated as of ___________, 2004, among Madison/Claymore Covered Call Fund, a Delaware statutory trust (the "Trust"), Claymore...Investment Management Agreement • July 26th, 2004 • Madison Claymore Covered Call Fund • Delaware
JOINT INSUREDS AGREEMENT THIS AGREEMENT is made effective as of the 21st day of April, 2008, by and between DREMAN/CLAYMORE DIVIDEND & INCOME FUND, a Delaware statutory trust ("DCS"), OLD MUTUAL/CLAYMORE LONG-SHORT, a Massachusetts business trust...Joint Insureds Agreement • June 11th, 2008 • Madison/Claymore Covered Call & Equity Strategy Fund
Exhibit 99.(h)(iv) Exhibit (h)(iv) MASTER AGREEMENT AMONG UNDERWRITERS MERRILL LYNCH & CO. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED Merrill Lynch World Headquarters North Tower World Financial Center New York, NY 10281-1305 Dear Sirs: We...Master Agreement • July 26th, 2004 • Madison Claymore Covered Call Fund • New York
DEFINITIONSStock Transfer Agency Agreement • July 26th, 2004 • Madison Claymore Covered Call Fund • New York
Exhibit 99.(j) Exhibit (j) CUSTODY AGREEMENT AGREEMENT, dated as of _______________, between Madison/Claymore Covered Call Fund, a business trust organized and existing under the laws of the State of ** having its principal office and place of...Custody Agreement • July 26th, 2004 • Madison Claymore Covered Call Fund • New York
Exhibit 99.(k)(ii) Exhibit (k)(ii) FUND ACCOUNTING AGREEMENT AGREEMENT made as of this ____ day of __________, 2004 by and between Madison/Claymore Covered Call Fund, a Delaware statutory trust having its principal place of business at...Fund Accounting Agreement • July 26th, 2004 • Madison Claymore Covered Call Fund • New York
AGREEMENT made as of this ____ day of __________, 2004 by and between Madison/Claymore Covered Call Fund, a Delaware statutory trust having its principal place of business at _______________________________________________ (hereinafter called the "Fund") and The Bank of New York, a New York corporation authorized to do a banking business, having its principal place of business at One Wall Street, New York, New York 10286 (hereinafter called the "Bank").
OFFER BYOffer to Purchase • October 11th, 2018 • Madison Covered Call & Equity Strategy Fund
Enclosed for your consideration is the Offer to Purchase, dated October 10, 2018 (the “Offer to Purchase”), of Madison Covered Call & Equity Strategy Fund, Delaware statutory trust registered under the Investment Company Act of 1940, as amended, as a closed-end management investment company (the “Fund”), and a related Letter of Transmittal (together, the “Offer”). The Fund is offering to purchase up to 6,982,308 of its outstanding common shares of beneficial interest (the “Shares”), upon the terms and subject to the conditions set forth in the Offer.
OFFER BYOffer to Purchase • October 11th, 2018 • Madison Covered Call & Equity Strategy Fund
We are enclosing herewith the material listed below relating to the offer of Madison Covered Call & Equity Strategy Fund, Delaware statutory trust registered under the Investment Company Act of 1940, as amended, as a closed-end management investment company (the “Fund”), to purchase up to 6,982,308 of its outstanding common shares of beneficial interest, (the “Shares”) upon the terms and subject to the conditions set forth in its Offer to Purchase dated October 10, 2018 and in the related Letter of Transmittal (which together constitute the “Offer”). The price to be paid for the Shares is an amount per Share, net to the seller in cash, equal to 99.5% of the net asset value per Share as determined by the Fund as of the close of ordinary trading on the New York Stock Exchange (“NYSE”) on November 7, 2018, or if the Offer period is extended, as of the close of ordinary trading on the NYSE on the newly designated expiration date
SERVICES AGREEMENTServices Agreement • June 1st, 2017 • Madison Covered Call & Equity Strategy Fund
THIS SERVICES AGREEMENT, dated as of January 1, 2013, by and between the MADISON COVERED CALL & EQUITY STRATEGY FUND (formerly known as the Madison/Claymore Covered Call & Equity Strategy Fund), a Delaware statutory trust (the “Trust”), and MADISON ASSET MANAGEMENT, LLC, a Wisconsin limited liability company (“MAM”).
FORM OF AGREEMENT AND PLAN OF MERGERMerger Agreement • July 9th, 2018 • Madison Covered Call & Equity Strategy Fund • Delaware
THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made as of this [ ] day of [ ], 2018, by and among Madison Covered Call & Equity Strategy Fund, a Delaware statutory trust (the “Acquiring Fund”) and Madison Strategic Sector Premium Fund, a Delaware statutory trust (the “Acquired Fund”) (each of the Acquiring Fund and Acquired Fund referred to herein as a “Fund” and collectively, the “Funds”). Madison Asset Management, LLC, a Wisconsin limited liability company (“Madison”), is a party to this Agreement with respect to Section 9.1 hereof only. The principal place of business of the Funds and Madison is 550 Science Drive, Madison, Wisconsin 53711.
INVESTMENT ADVISORY AGREEMENTInvestment Advisory Agreement • June 1st, 2017 • Madison Covered Call & Equity Strategy Fund • Delaware
THIS INVESTMENT ADVISORY AGREEMENT (the “Agreement”), dated as of January 1, 2013, by and between the MADISON COVERED CALL & EQUITY STRATEGY FUND (formerly known as the Madison/Claymore Covered Call & Equity Strategy Fund), a Delaware statutory trust (the “Trust”), and MADISON ASSET MANAGEMENT, LLC, a Wisconsin limited liability company (the “Adviser”).
SETTLEMENT AGREEMENTSettlement Agreement • October 11th, 2018 • Madison Covered Call & Equity Strategy Fund • Wisconsin
This Settlement Agreement is dated as of June 29, 2018 (the “Agreement”), by and between (i) Madison Strategic Sector Premium Fund, a Delaware statutory trust (“MSP”), (ii) Madison Covered Call & Equity Strategy Fund, a Delaware statutory trust (“MCN,” and together with MSP, the “Funds” and each a “Fund”), (iii) Madison Asset Management, LLC, a Wisconsin limited liability company (“Madison”), and (iv) Karpus Management, Inc., a corporation organized under the laws of the State of New York, and any present or future account it manages, controls or to which it is related, as well as any present or future entity which is wholly or majority-owned by it (collectively, “Karpus”). Each of MSP, MCN, Madison and Karpus is referred to in this Agreement as a “Party” and collectively, the “Parties.” Frank E. Burgess, in his individual capacity as a shareholder of the Funds (“Burgess”), is a party to this Agreement with respect to Sections 3.8 and 5.2 hereof only.
OFFER BYTender Offer Agreement • October 11th, 2018 • Madison Covered Call & Equity Strategy Fund
This Summary Term Sheet highlights certain information in this Offer to Purchase (as defined herein). To understand the Offer (as defined herein) fully and for a more complete description of the terms of the Offer, please read carefully the entire Offer to Purchase and the related Letter of Transmittal (together with the Offer to Purchase, the “Offer”) in their entirety because the information in this summary term sheet is not complete and additional important information is contained in the Offer.
Kansas City, MO 64105 Telephone: 816-871-4100Master Custodian Agreement and Sub-Administration Agreement • June 1st, 2017 • Madison Covered Call & Equity Strategy Fund
In connection with the recently executed Master Custodian Agreement and Sub-Administration Agreement for the Madison mutual funds set forth on Appendix A, we wish to confirm that the following agreements have been superseded and are no longer in effect:
First Amendment to the Service Agreement for Transfer Agent ServicesService Agreement for Transfer Agent Services • June 1st, 2017 • Madison Covered Call & Equity Strategy Fund
THIS FIRST AMENDMENT (this "Amendment"), made as of May 1, 2013 ("Effective Date''), is entered into between Computershare Inc., a Delaware corporation, successor-in-interest to Computershare Shareowner Services LLC (f/k/a Mellon Investor Services LLC) ("Agent''), and Madison Covered Call & Equity Strategy Fund (formerly known as Madison/Claymore Covered Call Fund), a statutory trust organized and existing under the laws of the State of Delaware (the "Customer").
FORM OF AGREEMENT AND PLAN OF REORGANIZATIONReorganization Agreement • June 1st, 2017 • Madison Covered Call & Equity Strategy Fund • Delaware
THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made as of this day of , 2017 by and among Madison Covered Call & Equity Strategy Fund, a Delaware statutory trust (“MCN” or the “Acquiring Fund”), and Madison Strategic Sector Premium Fund, a Delaware statutory trust (“MSP” or the “Acquired Fund”) (each of the Acquiring Fund and Acquired Fund referred to herein as a “Fund” and collectively, the “Funds”). The principal place of business of the Acquiring Fund and the Acquired Fund is 550 Science Drive, Madison, Wisconsin 53711.
