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
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.
