DEF: XAI Madison Equity Premium Income Fund Schedules Annual Meeting to Elect Trustees and Address Governance

XAI Madison Equity Premium Income Fund (MCN) has announced its annual meeting of shareholders for August 12, 2025, primarily to elect two Class II Trustees and discuss corporate governance matters.

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 in Chicago.
• The primary purpose of the meeting is to elect Gregory G. Dingens and Philip G. Franklin as Class II Trustees, who will serve until the Fund's 2028 annual meeting.
• The Board of Trustees unanimously recommends that shareholders vote FOR the nominated Trustees.
• The record date for shareholders entitled to vote at the Annual Meeting is June 20, 2025.
• As of the record date, the Fund had 21,116,722 Common Shares outstanding.
• The Board is composed of five Trustees, with four classified as Independent Trustees and one as an Interested Trustee.
• The Fund's independent registered public accounting firm, Deloitte & Touche LLP, was dismissed on December 2, 2024, and Cohen & Company, Ltd. was selected as the new auditor for the fiscal year ending December 31, 2024; no disagreements or reportable events were cited with Deloitte.
• The Fund's investment adviser, XA Investments LLC, managed approximately $950 million in assets as of March 31, 2025.
• Trustee compensation for the fiscal year ended December 31, 2024, ranged from $60,000 to $70,000 per trustee, with new annual retainers effective January 1, 2025, set at $66,000 plus additional amounts for committee and Board chairs.

Sentiment

Score: 6

Explanation: The document is a standard proxy statement for an annual meeting, indicating routine corporate governance. The unanimous board recommendation for trustee re-election and the clear communication of processes suggest stability. The change in auditor, while a notable event, is presented without any negative implications (no disagreements or reportable events). The discussion of the Control Share Statute introduces a potential future risk, but it's a general legal context rather than an immediate negative for the company's operations or financial health.

Positives

• The Board of Trustees unanimously recommends the election of the nominated Class II Trustees, indicating internal alignment.
• The Board maintains a strong governance structure with an independent chairperson and a supermajority of Independent Trustees.
• The establishment and operation of dedicated Audit and Governance Committees, comprised solely of Independent Trustees, enhance oversight and accountability.
• The Board emphasizes the diverse experiences, skills, and qualifications of its Trustees, contributing to effective governance.

Risks

• Uncertainty exists regarding the general application and enforcement of state control share statutes, such as the Delaware Statutory Trust Act, under the Investment Company Act of 1940, due to recent federal and state court decisions.
• There may be challenges in enforcing control share restrictions against beneficial owners who hold their shares through financial intermediaries.

Future Outlook

The Fund's future outlook primarily involves routine corporate governance, including the re-election of Class II Trustees at the upcoming annual meeting and the subsequent re-election of other Trustee classes in 2026 and 2027. The Board intends to continue monitoring developments related to the Delaware Control Share Statute.

Management Comments

• The Board of Trustees, including the Independent Trustees, unanimously recommends that shareholders vote FOR the nominees of the Board.
• The Board has approved the nominees named in this Proxy Statement and believes their election is in your best interests.

Industry Context

The document highlights the Fund's status as a publicly traded closed-end fund listed on the NYSE, operating within the regulatory framework of the SEC and the Investment Company Act of 1940. The Adviser's strategy of providing investors access to institutional-caliber alternative investments by partnering with established alternative asset managers reflects a broader industry trend towards democratizing access to sophisticated investment strategies typically reserved for institutional investors.

Management Changes

Corporate Governance

Related Party Transactions

• William T. Meyers is classified as an interested person of the Fund due to his prior position as a Senior Adviser of XA Investments, LLC (the Fund's investment adviser).
• Officers of the Fund receive no direct compensation from the Fund but may be compensated as officers or employees of the Adviser or its affiliates.
• The Chief Financial Officer and Treasurer (Derek Mullins), Chief Compliance Officer (Randi Roessler), and Assistant Treasurer (Madeline Arment) serve pursuant to a Services Agreement with PINE Advisors, LLC, which receives an annual fee and reimbursement of out-of-pocket expenses.
• XA Investments LLC (the Adviser) is controlled by Theodore J. Brombach and John Yogi Spence, who are also Co-Chief Executive Officers of XAI and founding partners of XMS Capital Partners, LLC.

Stakeholder Impact

• Shareholders: Required to vote on the election of Trustees, with their voting rights potentially impacted by the Delaware Control Share Statute. They are provided with detailed proxy materials and instructions for voting.
• Trustees and Officers: Their roles, responsibilities, and compensation are detailed, with specific individuals nominated for re-election and new appointments noted.
• Investment Adviser (XA Investments LLC) and Sub-Adviser (Madison Asset Management, LLC): Their roles in managing the Fund's investments and overall strategy are reaffirmed.
• Service Providers (e.g., PINE Advisors, LLC, Cohen & Company, Ltd.): Their engagement and compensation for administrative, compliance, and auditing services are outlined.

Next Steps

• Shareholders are urged to vote on the election of Gregory G. Dingens and Philip G. Franklin as Class II Trustees.
• The Annual Meeting will be held on August 12, 2025, to conduct the election and any other proper business.
• The Fund will hold its 2026 annual meeting of shareholders on or about June 4, 2026, where Class III Trustees will stand for re-election.
• The Fund will hold its 2027 annual meeting of shareholders where the Class I Trustee will stand for re-election.
• The Board intends to continue monitoring developments relating to the Delaware Control Share Statute.

Key Dates

Recommendation

Keywords

XAI Madison Equity Premium Income Fund, MCN, Proxy Statement, Annual Meeting, Trustee Election, Corporate Governance, SEC Filing, Closed-End Fund, Investment Fund, Delaware Statutory Trust Act, Auditor Change