Filing Details

 

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   1,433,504
	8	SHARED VOTING POWER   -
	9	SOLE DISPOSITIVE POWER   1,433,504
	10	SHARED DISPOSITIVE POWER   -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,433,504
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   24.7%
14	TYPE OF REPORTING PERSON   IA

 

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   -
	8	SHARED VOTING POWER   16.450
	9	SOLE DISPOSITIVE POWER   -
	10	SHARED DISPOSITIVE POWER   16,450
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   16,450
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

 

 

Item 3.

Source and Amount of Funds or Other Consideration..

 

 

 

 

 

Item 4.

Purpose of Transaction..

 

 

 

 

 

 

Item 5.

Interest in Securities of the Issuer.

 

 

 

 

 

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

 

 

 

 

 

 

 

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	700 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

 

 

 

Nature of the Transaction

Securities Purchased/(Sold)

Price Per Share($)

Date of Purchase / Sale

Sale of Common Stock	(250)	$11.52	12/26/2017
Sale of Common Stock	(450)	$11.95	1/16/2018
Sale of Common Stock	(1,075)	$11.88	1/26/2018
Sale of Common Stock	(165)	$11.68	1/30/2018
Sale of Common Stock	(920)	$11.63	1/31/2018
Purchase of Common Stock	3,790	$11.03	2/6/2018
Purchase of Common Stock	3,426	$11.31	2/7/2018
Purchase of Common Stock	270	$11.14	2/8/2018
Purchase of Common Stock	1,502	$11.58	2/21/2018
Purchase of Common Stock	2,540	$11.58	2/22/2018
Purchase of Common Stock	61,300	$11.65	2/23/2018

This letter shall serve as notice to the Madison Strategic Sector Premium Fund ("MSP" or the "Fund"), as to Karpus Management, Inc.'s ("Karpus") timely submittal of a shareholder proposal pursuant to Rule 14a-8 of the Securities Exchange Act of 1934 for presentation to MSP shareholders at the Fund's next annual shareholders' meeting anticipated to be held in August 2018, or any postponement or adjournment thereof (the "Meeting"). Karpus' non-binding 14a-8 shareholder proposal (the "Proposal") is as follows: BE IT RESOLVED, the shareholders of the Madison Strategic Sector Premium Fund ("MSP" or the "Fund") request that the Trustees promptly consider authorizing a self-tender offer for all outstanding common shares of the Fund at or close to net asset value ("NAV"). If more than 50% of the Fund's outstanding common shares are tendered, the tender offer should be cancelled and the Board should take the steps necessary to liquidate, merge, or convert the Fund to an open-end mutual fund or exchange traded fund. Supporting Statement At MSP's 2016 and 2017 annual shareholder meetings, shareholders approved the same proposal that we put forth today. However, because the proposal is "non-binding," MSP's Board has repeatedly chosen to ignore it instead of implement it. In our opinion, ignoring shareholders is NOT acceptable. Repeatedly doing so is even more egregious. Similar to the arguments we set forth last year, although the discount was quite narrow for some time, we don't think this had anything to do with the Board. Instead, the discount narrowing of the Fund appears to be a reaction of the market that the Fund's Board might actually do something to enhance shareholder value. Second, 2017 marks the second consecutive meeting that shareholders approved the proposal above and also the second consecutive year that nothing has been done to implement it. How many times must a Board be told by shareholders what it wants before that plan gets carried out? We continue to question whether the decision not to implement the proposal was in the best interest of shareholders or the best interests of the Fund's Advisor. Surely, maintaining the status quo is the highest fee generating option for Madison Asset Management, LLC. The same argument, however, cannot be made for MSP shareholders. Does the Board not think that MSP is a strategy that shareholders could get elsewhere or that could be implemented efficiently through another investment vehicle? After shareholders repeatedly asked for and approved a plan to receive liquidity close to full value, how can a fiduciary such as the Board argue that doing so is not in their best interest? To us, the only party "harmed" in such a scenario are those that chose to vote against the 2016 and 2017 proposal. In that case, they could have the option to not tender their shares, just as they had the option to vote how they saw fit. We do not believe that the Fund's current discount has anything to do with what the Board or the Fund's Advisor has done. If you agree, please vote FOR Karpus' Proposal and tell our Fund's Trustees that you want them to listen and take the actions that were already approved at the last two annual shareholder meetings. Shareholders are the owners of the Fund, not the Fund's adviser. END OF PROPOSAL As is required by Rule 14a-8, attached as Exhibits 1 and 2 are letters from U. S. Bank N.A. and the "record" holder of the referenced shares, verifying that the referenced shares were continuously and beneficially owned, and had a market value of $2,000 or more, for at least a one year period prior to the date of the submittal of the above Proposal. Karpus intends to hold the shares referenced through the date of the Meeting. Please advise us immediately if this notice is deficient in any way or if any additional information is required so that Karpus may promptly provide it in order to cure any deficiency.

cc: Kevin Thompson, Chief Legal Officer and Assistant Secretary

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Exhibit 1
U.S. Bank N.A. Letter

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Exhibit 2
Cede & Co. Letter