0001289868-17-000013 Sample Contracts

MASTER CUSTODIAN AGREEMENT
Master 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”).

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Agreement and Declaration of Trust
Agreement and Declaration of Trust • June 1st, 2017 • Madison Covered Call & Equity Strategy Fund
SERVICES AGREEMENT
Services 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”).

INVESTMENT ADVISORY AGREEMENT
Investment 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”).

Kansas City, MO 64105 Telephone: 816-871-4100
Madison Covered Call & Equity Strategy Fund • June 1st, 2017

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for the Madison mutual funds set forth on Appendix A, we wish to confirm that the following agreements have been superseded and are no longer in effect: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 Services
Madison Covered Call & Equity Strategy Fund • June 1st, 2017

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 REORGANIZATION
Form of Agreement and Plan of Reorganization • 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.

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