Filing Details
- Accession Number:
- 0001048703-17-000097
- Form Type:
- 13D Filing
- Publication Date:
- 2017-09-29 09:26:42
- Filed By:
- Karpus Management, Inc.
- Company:
- Xai Madison Equity Premium Income Fund (NYSE:MCN)
- Filing Date:
- 2017-09-29
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Karpus Investment Management | 2,090,972 | 42,685 | 2,090,972 | 42,685 | 2,090,972 | 10.9% |
| George W. Karpus | 76,950 | 27,385 | 76,950 | 27,385 | 119,635 | Less% |
| Karpus Investment Management Profit Sharing Plan Fund C - Growth Common Stock Fund | 0 | 0 | 27,385 | Less% | ||
| Arthur Charles Regan | 0 | 0% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 3)
1
Madison Covered Call & Equity Strategy Fund
(Name of Issuer)
Common Stock
(Title of Class of Securities)
557437100
(CUSIP Number)
Daniel Lippincott, Senior Tax-Sensitive Manager
Karpus Management, Inc.
d/b/a Karpus Investment Management
183 Sully’s Trail
Pittsford, New York 14534
(585) 586-4680
Adam W. Finerman, Esq.
Olshan Frome Wolosky LLP
1325 Avenue of the AmericasNew York, New York 10019
(212) 451-2300
Authorized to Receive Notices and Communications)
September 28, 2017
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
_______________
1 The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP NO.
557437100
| 1 | NAME OF REPORTING PERSON
Karpus Investment Management
| ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS AF | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION NEW YORK | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
2,090,972
| |
| 8 | SHARED VOTING POWER
-
| ||
| 9 | SOLE DISPOSITIVE POWER
2,090,972
| ||
| 10 | SHARED DISPOSITIVE POWER
-
| ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,090,972
| ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.9%
| ||
| 14 | TYPE OF REPORTING PERSON IA | ||
CUSIP NO.
557437100
| 1 | NAME OF REPORTING PERSON
George W. Karpus
| ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS AF | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION NEW YORK | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
76,950
| |
| 8 | SHARED VOTING POWER
42,685
| ||
| 9 | SOLE DISPOSITIVE POWER
76,950
| ||
| 10 | SHARED DISPOSITIVE POWER
42,685
| ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
119,635
| ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
| ||
| 14 | TYPE OF REPORTING PERSON IN | ||
CUSIP NO.
557437100
| 1 | NAME OF REPORTING PERSON
Karpus Investment Management Profit Sharing Plan Fund C - Growth Common Stock Fund
| ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS WC | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION NEW YORK | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
-
| |
| 8 | SHARED VOTING POWER
27,385
| ||
| 9 | SOLE DISPOSITIVE POWER
-
| ||
| 10 | SHARED DISPOSITIVE POWER
27,385
| ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
27,385
| ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than 1%
| ||
| 14 | TYPE OF REPORTING PERSON OO | ||
CUSIP NO.
557437100
| 1 | NAME OF REPORTING PERSON
Arthur Charles Regan
| ||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) x (b) o | |
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS | ||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ¨ | |
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION NEW YORK | ||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER
-
| |
| 8 | SHARED VOTING POWER
-0-
| ||
| 9 | SOLE DISPOSITIVE POWER
-
| ||
| 10 | SHARED DISPOSITIVE POWER
-0-
| ||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
| ||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | o | |
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
| ||
| 14 | TYPE OF REPORTING PERSON IN | ||
CUSIP NO.
557437100
| Item 2. | Identity and Background. |
Item 2 is hereby amended to add the following:
Following the Joint Annual and Joint Special Meeting of the Issuer and its sister Fund, Madison Strategic Sector Premium Fund ("MSP"), the Joint Filing and Solicitation Agreement was terminated as of September 28, 2017. Accordingly, the Reporting Persons are no longer members of a Section 13(d) group and Mr. Regan and Karpus Investment Management Profit Sharing Plan Fund C - Growth Common Stock Fund shall cease to be Reporting Persons immediately after the filing of this Amendment No. 3. The remaining Reporting Persons will continue filing as a group statements on Schedule 13D with respect to their beneficial ownership of securities of the Issuer to the extent required by applicable law. Each of the remaining Reporting Persons is party to the Joing Filing Agreement, as further described in Item 6.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended and restated to read as follows:
Karpus, an independent registered investment advisor, has accumulated
2,090,972
Shares on behalf of accounts that are managed by Karpus (the “Accounts”) under limited powers of attorney, which represents
10.9%
of the outstanding Shares. All funds that have been utilized in making such purchases are from such Accounts.
The aggregate purchase price of the
2,090,972
Shares beneficially owned by Karpus Investment Management is approximately
$15,876,892, excluding brokerage commissions.
The aggregate purchase price of the
27,385
Shares held by Karpus Fund is approximately $195,148, excluding brokerage commissions.
The aggregate purchase price of the
92,250
Shares held by Mr. Karpus and the Karpus Entities (excluding the Shares held by Karpus Fund)
is approximately
$670,511, excluding brokerage commissions.
CUSIP NO.
557437100
| Item 4. | Purpose of Transaction. |
Item 4 is hereby amended to add the following:
Karpus, an indepependent registered investment advisor, with a specialty focus in closed-end funds, believes that the profile of the Issuer fit the investment guidelines for various Accouts. Shares have been acquired since July 10, 2015.
Following the 2017 Joint Annual and Joint Special Meeting of the Issuer and MSP, the Joint Filing and Solicitation Agreement was terminated as of September 28, 2017.
The Reporting Persons have informed the Board that they are willing to enter into discussion in furtherance of reaching a mutually agreeable resolution. The Reporting Persons intend to closely monitor the situation at the Issuer.
CUSIP NO.
557437100
| Item 5. | Interest in Securities of the Issuer. |
Item 5(a)-(c) is hereby amended and restated to read as follows:
The aggregate percentage of Shares reported owned by each Reporting Person is based upon
19,268,423
Shares outstanding, which is the total number of Shares outstanding as of
June 30, 2017
as reported in the Issuer’s Certified Shareholder Report of Registered Management Investment Companies on Form N-CSR, filed with the Securities and Exchange Commission on
September 1, 2017.
CUSIP NO.
557437100
| Item 7. | Material to be Filed as Exhibits. |
Item 7 is hereby amended to add the following exhibits:
| | 99.1 | Joint Filing Agreement by and between Karpus Management, Inc. and George W. Karpus, dated as of September 28, 2017. |
CUSIP NO.
557437100
SCHEDULE A
Executive Officers & Directors of Karpus Management, Inc., d/b/a Karpus Investment Management
| Name | Position & Present Principal Occupation | Business Address | Shares Owned |
| George W. Karpus | President, CEO, and Chairman of the Board | 183 Sully’s Trail, Pittsford, New York 14534 | See Above |
| Kathleen Finnerty Crane | Chief Financial Officer and Chief Compliance Officer | 183 Sully’s Trail, Pittsford, New York 14534 |
0
Shares |
| Dana R. Consler | Executive Vice President | 183 Sully’s Trail, Pittsford, New York 14534 |
640
Shares |
| Thomas M. Duffy | Vice President | 183 Sully’s Trail, Pittsford, New York 14534 |
0
Shares |
| Sharon L. Thornton | Senior Director of Investments | 183 Sully’s Trail, Pittsford, New York 14534 |
0
Shares |
| Daniel L. Lippincott | Sr. Tax-Sensitive Manager and Director of Investment Personnel | 183 Sully’s Trail, Pittsford, New York 14534 |
0
Shares |
CUSIP NO.
557437100
SCHEDULE B
Transactions in the Shares during the past 60 days.
| Nature of the Transaction | Securities Purchased/(Sold) | Price Per Share($) | Date of Purchase / Sale |
KARPUS MANAGEMENT, INC., D/B/A/ KARPUS INVESTMENT MANAGEMENT
(THROUGH THE ACCOUNTS)
(THROUGH THE ACCOUNTS)
|
Sale of Common Stock
|
(845)
|
$7.64
|
9/19/2017
|
EXHIBIT 99.1
Joint Filing Agreement
| KARPUS MANAGEMENT, INC. | |||
| By: | /s/ Daniel Lippincott | ||
| Name: | Daniel Lippincott | ||
| Title: | Director of Investment Personnel and Sr. Tax-Sensitive Portfolio Manager | ||
| /s/ George W. Karpus | |
| GEORGE W. KARPUS |