DEF: XAI Madison Equity Premium Income Fund Schedules 2025 Annual Meeting to Elect Class II Trustees

XAI Madison Equity Premium Income Fund (MCN) announced its 2025 Annual Meeting of Shareholders to be held on August 12, 2025, primarily for the re-election of Gregory G. Dingens and Philip G. Franklin as Class II Trustees.

Summary

• The Annual Meeting of Shareholders for XAI Madison Equity Premium Income Fund (MCN) will be held on Tuesday, August 12, 2025, at 9:00 a.m. Central time at the offices of XA Investments LLC in Chicago, IL.
• The primary purpose of the Annual Meeting is to elect Gregory G. Dingens and Philip G. Franklin as Class II Trustees to serve until the Fund's 2028 annual meeting of shareholders or until their successors are elected and qualified.
• The Board of Trustees, including the Independent Trustees, unanimously recommends that shareholders vote FOR the nominated Class II Trustees.
• Shareholders of record at the close of business on June 20, 2025, are entitled to notice of and to vote at the Annual Meeting.
• As of the record date, the Fund had 21,116,722 Common Shares outstanding.
• The Fund dismissed Deloitte & Touche LLP as its independent registered public accounting firm on December 2, 2024, and selected Cohen & Company, Ltd. for the fiscal year ending December 31, 2024, and 2025.
• Audit fees billed by Deloitte for the fiscal year ended December 31, 2023, were $24,450, and $4,000 through December 1, 2024. Cohen & Company billed $24,450 for audit services from December 2, 2024, for the fiscal year ended December 31, 2024.
• Tax fees billed by Deloitte for the fiscal year ended December 31, 2023, were $4,799, and $0 through December 1, 2024. Cohen & Company billed $5,000 for tax services from December 2, 2024, for the fiscal year ended December 31, 2024.
• XA Investments LLC, the Fund's investment adviser, managed approximately $950 million in assets as of March 31, 2025.

Sentiment

Score: 7

Explanation: The document is a routine proxy statement, indicating stable corporate governance and adherence to regulatory requirements. The unanimous board recommendation for trustee re-election and the detailed disclosure of board structure and audit processes suggest a well-managed entity. The change in auditor is noted as without disagreement, which is positive. The only minor concern is the general uncertainty regarding the Delaware Control Share Statute, which is a broader legal context rather than a specific negative for the Fund.

Positives

• The Board of Trustees unanimously recommends the re-election of experienced trustees, indicating stability and confidence in current leadership.
• The Board's leadership structure includes an independent chairperson and a supermajority of Independent Trustees, promoting strong independent oversight.
• Both the Audit Committee and the Governance Committee are comprised solely of Independent Trustees, enhancing their objectivity and effectiveness.
• Trustees are selected based on balanced and diverse experiences, skills, attributes, and qualifications, contributing to effective governance.
• All Section 16(a) filings for the fiscal year ended December 31, 2024, were completed and filed on time and in good order, demonstrating regulatory compliance.

Risks

• Uncertainty exists regarding the general application and enforcement of state control share statutes, such as the Delaware Control Share Statute, under the Investment Company Act of 1940, due to recent federal and state court decisions.
• There may be difficulties in enforcing control share restrictions contained in state control share statutes against beneficial owners who hold their shares through financial intermediaries.
• The Board of Trustees has not exempted, and has no present intention to exempt, any specific acquisitions or classes of acquisitions of control shares, which could impact future large-scale share acquisitions.

Future Outlook

The Fund intends to hold its 2026 annual meeting of shareholders on or about June 4, 2026, with proxy materials expected to be sent around May 9, 2025. Shareholder proposals intended for inclusion in the 2026 proxy statement under Rule 14a-8 must be received by January 9, 2026. The Board intends to continue monitoring developments relating to the Delaware Control Share Statute.

Management Comments

• The Board of Trustees of the Fund (the Board), including the Independent Trustees, unanimously recommends that you vote FOR the nominees of the Board.
• Your vote is important and could make a difference in the governance of the Fund, no matter how many shares you own.
• The Board has approved the nominees named in this Proxy Statement and believes their election is in your best interests.
• The Board believes that the Trustees have balanced and diverse experiences, skills, attributes and qualifications, which allow the Board to operate effectively in governing the Fund and protecting the interests of shareholders.
• The Advisers leadership team believes that the investing public needs better access to a broader range of alternative investment strategies and managers.

Industry Context

The document is a standard proxy statement for a closed-end fund listed on the NYSE, detailing the process for electing trustees and adhering to SEC and NYSE governance requirements. The Fund's investment adviser, XA Investments LLC, focuses on providing access to institutional-caliber alternative investments, aligning with a broader industry trend of democratizing alternative strategies for a wider investor base.

Management Changes

Corporate Governance

Related Party Transactions

• William T. Meyers is an interested person of the Fund due to his prior position as a Senior Adviser of XA Investments, LLC (the Adviser).
• Theodore J. Brombach and John Yogi Spence are Co-Chief Executive Officers of XA Investments LLC (the Adviser) and co-founding partners of XMS Capital Partners, LLC, which controls the Adviser.
• Officers of the Fund receive no compensation from the Fund but may be officers or employees of the Adviser and receive compensation in such capacities.
• Derek Mullins, Randi Roessler, and Madeline Arment serve as CFO/Treasurer, CCO, and Assistant Treasurer, respectively, pursuant to a Services Agreement between the Fund and PINE Advisors, LLC, which receives an annual fee and reimbursement of out-of-pocket expenses.

Stakeholder Impact

• Shareholders are directly impacted by the trustee election, as the Board oversees the Fund's management and protects shareholder interests, making their vote crucial for governance.
• Management and employees are affected by the detailed roles and compensation structure for trustees and officers, and the operational relationship with the Adviser and Sub-Adviser.
• Service providers, specifically independent registered public accounting firms, are impacted by the change from Deloitte & Touche LLP to Cohen & Company, Ltd.

Next Steps

• Shareholders are to vote on the election of Gregory G. Dingens and Philip G. Franklin as Class II Trustees at the Annual Meeting.
• If elected, the Class II Trustees will serve until the Fund's 2028 annual meeting of shareholders.
• Class III Trustees (Scott Craven Jones and William T. Meyers) will stand for re-election at the 2026 annual meeting.
• Class I Trustee (Danielle Cupps) will stand for re-election at the 2027 annual meeting.
• The Fund intends to hold its 2026 annual meeting of shareholders on or about June 4, 2026.
• Shareholder proposals for inclusion in the 2026 proxy statement under Rule 14a-8 must be received by January 9, 2026.
• Shareholder proposals (other than Rule 14a-8) for the 2026 annual meeting must be received between February 4, 2026, and March 6, 2026.
• The Board intends to continue monitoring developments relating to the Delaware Control Share Statute.

Key Dates

Recommendation

Keywords

Proxy Statement, Annual Meeting, Trustee Election, Corporate Governance, SEC Filing, Investment Fund, XAI Madison Equity Premium Income Fund, MCN, Board of Trustees, Shareholder Vote, Audit Committee, Governance Committee, Delaware Statutory Trust Act, Control Share Statute, Investment Adviser, XA Investments LLC, Madison Asset Management LLC