UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~October~~May 1514, ~~2024 (October 15, 2024)~~2026

XAI Madison ~~Covered~~Equity ~~Call~~Premium &Income ~~Equity Strategy~~ Fund

(Exact name of registrant as specified in its charter)

Delaware	811-21582	20-1379652
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
550 Science Drive, Madison, Wisconsin		53711
(Address of principal executive offices)		(Zip Code)

321 North Clark Street, Suite 2430, Chicago, Illinois		60654
(Address of principal executive offices)		(Zip Code)

Registrants telephone number, including area code (312) 374-6930

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐☒ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Shares of Beneficial Interest		MCN		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Item~~ 8.01. Other Events

~~Newly~~The ~~Constituted~~ Board of Trustees of XAI Madison Equity Premium Income Fund (the “Fund”), including the trustees who are not “interested persons” (as defined in Section 2(a)(19) of the Investment Company Act of 1940) of the Fund (the “Independent Trustees”), has unanimously approved, subject to approval by shareholders, PineBridge Investments, LLC (“PineBridge”) to serve as an additional investment sub-adviser for the Fund, alongside Madison Asset Management, LLC (“Madison”), the Fund’s current investment sub-adviser. If approved by shareholders, PineBridge would enter into a new investment sub-advisory agreement among the Fund, XA Investments, LLC (“XAI,” “XA Investments” or the “Adviser”) and PineBridge (the “PineBridge Sub-Advisory Agreement”). PineBridge is a global asset manager focused on active, high-conviction investing. In December 2025, PineBridge became part of MetLife Investment Management, the institutional asset management business of MetLife, Inc. The combined business had $741.7 billion in total assets under management as of December 31, 2025 and provides clients around the world with global expertise in public fixed income, private fixed income, real estate, equity, alternatives, multi-asset solutions and insurance solutions.

AtAs apart ~~special meeting~~ of ~~shareholders held on October 15, 2024 (~~the ~~“Special~~optimization ~~Meeting”), shareholders~~ of ~~Madison Covered Call & Equity Strategy Fund (~~the “Fund~~”) voted to elect five trustee nominees, including one of the Fund~~’s ~~current trustees. The newly elected board of trustees includes~~investment ~~Danielle Cupps~~strategy, ~~Gregory~~Madison ~~Dingens,~~will ~~Philip~~continue G.to ~~Franklin,~~serve ~~Scott~~as C.a ~~Jones~~sub-adviser ~~and~~of ~~William Meyers (~~the ~~“New~~Fund, ~~Board”).~~managing ~~The newly elected trustees and their term of service are described in detail in~~ the Fund’s ~~Proxy~~covered ~~Statement~~call ~~filed~~equity ~~with~~strategy. ~~the Securities and Exchange~~Additionally, ~~Commission~~PineBridge onwill ~~August~~manage 7,a ~~2024.~~portion Itof ~~is expected that concurrent with~~ the ~~Transaction (as described herein), the~~ Fund’s ~~current~~portfolio ~~board of~~that ~~trustees~~ will ~~resign and will~~ be ~~replaced~~invested byin ~~the~~preferred ~~New~~equity ~~Board upon the closing of the Transaction, which is expected to occur in December 2024~~securities.

~~New~~The ~~Investment~~addition ~~Advisory~~of ~~Agreement~~PineBridge ~~and~~as ~~New~~a ~~Sub~~sub-~~Advisory~~adviser ~~Agreement~~to the Fund will not result in a change to the Fund’s investment objective. The Fund’s investment objective will remain focused on providing a high level of current income and gains, with a secondary objective of capital appreciation.

~~Also~~The atBoard ~~the~~of ~~Special~~Trustees ~~Meeting,~~has ~~shareholders~~ approved certain changes ato ~~new~~the Fund’s principal investment ~~advisory~~policies, ~~agreement~~to (become effective upon shareholder approval of the ~~“New~~PineBridge Sub-Advisory Agreement”). Madison ~~between~~will continue to manage the Fund’s ~~and~~covered XAcall ~~Investments~~equity ~~LLC~~strategy. ~~(“XAI”)~~Additionally, PineBridge will manage the Fund’s preferred ~~and~~equity astrategy. ~~new~~Allocation ~~investment~~among ~~sub-advisory~~the ~~agreement~~two (strategies will be overseen by XAI as the ~~“New~~Fund’s ~~Sub-Advisory~~investment ~~Agreement”~~adviser, with input from both Madison and ~~together~~PineBridge. ~~with~~Following approval of the ~~New~~PineBridge Sub-Advisory Agreement, assets of the ~~“New~~Fund ~~Agreements”)~~will ~~among~~be allocated to the ~~Fund,~~preferred equity strategy at the discretion of XAI. ~~and~~XAI ~~Madison~~anticipates, ~~Asset~~under ~~Management~~normal conditions, ~~LLC~~the allocation of managed assets (~~“Madison”~~as defined below) of the Fund will be as follows: approximately 20% to 30% of managed assets allocated to the preferred equity strategy and approximately 70% to 80% of managed assets allocated to the covered call equities strategy.

~~Under~~The ~~the~~Fund ~~New~~will ~~Advisory~~continue ~~Agreement,~~to ~~XAI~~pay ~~will~~to beXAI ~~responsible~~an investment ~~for~~advisory fee, payable monthly in arrears, in an annual amount equal to 0.80% of the Fund’s ~~overall~~average ~~management~~daily ~~and~~managed ~~investment strategy~~assets. ~~Madison~~XAI will pay ~~continue,~~a ~~under~~sub-advisory ~~the~~fee ~~New~~to ~~Sub-Advisory~~PineBridge ~~Agreement,~~with torespect ~~provide day-~~to~~-day~~ ~~portfolio~~assets ~~management~~managed ~~for~~by ~~the Fund~~PineBridge. ~~The~~XAI ~~Fund’s~~will ~~investment~~continue ~~strategy~~to ~~and~~pay ~~overall~~a sub-advisory fee ~~structure~~to Madsion with respect to ~~shareholders~~assets ~~will~~managed ~~remain unchanged~~by Madison.

The ~~Transaction~~current portfolio managers of the Fund will continue to serve in that capacity with respect to the Fund’s covered call equities strategy. The personnel of PineBridge who will be primarily responsibility for the day-to-day management of the Fund’s preferred equity strategy will be Vladimir Karloz, Managing Director and ~~Closing~~Head of Quantitative Portfolio Management with PineBridge’s fixed income team, and Danny Zoba, Senior Vice President and Portfolio Manager with PineBridge’s US Investment Grade Fixed Income team.

~~The~~Pursuant ~~New Advisory Agreement and New Sub-Advisory Agreement will be entered into upon the closing of a transaction whereby Madison will transfer the books and records of the Fund~~ to ~~XAI (~~the ~~“Transaction”).~~Investment ~~The~~Company ~~Transaction~~Act ~~is structured to comply with the non-exclusive safe harbor provisions~~ of ~~Section 15(f) of the~~ 1940 ~~Act~~, ~~which allows an investment adviser to an investment company to receive payment in connection with~~ the ~~sale of an interest~~ inPineBridge ~~the investment adviser which results in the assignment of an investment advisory contract with such investment company, if two conditions are satisfied. First, during the three~~Sub-~~year~~Advisory ~~period~~Agreement ~~immediately following consummation of the Transaction, at least 75% of the Fund’s board~~ must ~~not~~ be ~~“interested~~approved ~~persons”~~by shareholders of the ~~new or previous investment adviser~~Fund. The Fund’s ~~current~~intends ~~board~~to ~~meets~~call ~~this requirement,~~a asspecial ~~will~~meeting ~~the~~of ~~New~~shareholders for ~~Board~~the atpurpose ~~closing~~ of ~~the~~voting ~~Transaction,~~on ~~with~~ the ~~expectation~~PineBridge ~~that~~Sub-Advisory ~~the~~Agreement ~~New~~on ~~Board~~or ~~will~~about ~~continue~~July to30, ~~meet this requirement for the required three-year period~~2026.

In connection with the foregoing, the Fund’s name ~~Rebrand~~will be changed from “XAI Madison Equity Premium Income Fund” to “XAI Equity Premium Income Fund.”

InShareholders ~~connection~~of ~~with~~record ~~the~~as ~~Transaction,~~of the ~~Fund~~record ~~will~~date for the ~~change~~special ~~its~~meeting ~~name~~are expected to ~~“XAI~~receive ~~Madison~~a ~~Equity~~proxy ~~Premium~~statement, ~~Income~~notice ~~Fund”~~of ~~upon~~special meeting of shareholders, and proxy card, containing detailed information regarding PienBridge and the ~~closing~~PineBridge ofSub-Advisory Agreement. Fund shareholders are encoraged to read the ~~Transaction~~proxy instatement and ~~December~~accompanying ~~2024~~materials carefully when they receive them. ~~The~~When ~~Fund~~ filed with the SEC, the proxy statement will ~~continue~~be toavailable ~~trade~~free onof charge at the ~~New~~SEC’s ~~York~~website, ~~Stock~~www.sec.gov. ~~Exchange~~This ~~under~~report ~~ticker~~is ~~symbol~~not ~~MCN~~a solicitation of any proxy.

* * *

1Investors should consider the investment objectives and policies, risk considerations, charges and expenses of the Fund carefully before investing. For more information on the Fund, please visit the Fund’s webpage at www.xainvestments.com.

The ~~information~~Fund, ~~disclosed~~XA Investmetns and certain of their respective directors/Trustees, officers and affiliates may be deemed under ~~this~~the ~~Item~~rules 8of the SEC to be participants in the solicitation of proxies from shareholders in connection with the matter described above.~~01,~~ Information about the trustees and officers of the Fund may be found ~~including~~in ~~Exhibit~~the 99Fund’s annual report to shareholders and annual proxy statement previously filed with the SEC.1 ~~hereto~~To the extent holdings of securities by potential participants has changed since the information refleted in the Fund’s annual report to shareholders and annual proxy statement previously filed with the SEC, ~~shall~~such information has been or will be ~~deemed~~reflected on the Statements of Change in Ownership of the Fund on Forms 3 and 4 filed ~~for~~with ~~purposes~~the SEC. Additional information regarding the persons who may, under the rules of ~~Section~~the 18SEC, be deemed participants in the solicitation of the ~~Securities~~shareholders, ~~Exchange~~including ~~Act~~a description of ~~1934~~their direct or indirect interests, by security holdings or otherwise, will be included in the proxy statement when it is filed with the SEC. Free copies of the proxy statement, when filed, may be obtained from the SEC’s website at https://www.sec.gov.

~~Item~~This ~~9.01~~report ~~Financial~~shall ~~Statements~~not ~~and~~constitute ~~Exhibits~~an offer to sell or a solicitation to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer or solicitation or sale would be unlawful prior to registration or qualification under the laws of such state or jurisdiction.

~~(d)~~This ~~Exhibits~~report contains certain statements that may include “forward-looking statements.” Forward-looking statements can be identified by the words “may,” “will,” “intend,” “expect,” “estimate,” “continue,” “plan,” “anticipate,” and similar terms and the negatives of such terms. By their nature, all forward-looking statements involve risks and uncertainties, and actual results could differ materially from those contemplated by the forward-looking statements. Among the many factors that could materially affect the Fund’s actual results are the performance of the portfolio of securities held by the Fund, the conditions in the U.S. and international financial and other markets, the price at which the Fund’s shares trade in the public markets and other factors discussed in the Fund’s annual and semi-annual reports filed with the SEC. Although the Fund believes that the expectations expressed in such forward-looking statements are reasonable, actual results could differ materially from those expressed or implied in such forward-looking statements. The Fund’s future financial condition and results of operations, as well as any forward-looking statements, are subject to change and are subject to inherent risks and uncertainties. You are cautioned not to place undue reliance on these forward-looking statements, which are made as of the date of this report. Except for the Fund’s ongoing obligations under the federal securities laws, the Fund does not intend, and the Fund undertakes no obligation, to update any forward-looking statement.

~~99.1 Press Release, dated October 15, 2024~~SIGNATURE

2Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SIGNATURE

	XAI MADISON EQUITY PREMIUM INCOME FUND

Date: May 19, 2026	By:	/s/ Benjamin D. McCulloch
	Name:	Benjamin D. McCulloch
	Title:	Secretary and Chief Legal Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MADISON COVERED CALL & EQUITY STRATEGY FUND
Date: October 15, 2024	By:	/s/ Steven J. Fredricks
	Name:	Steven J. Fredricks
	Title:	Chief Legal Officer & Chief Compliance Officer

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