[DEF 14A] XAI Madison Equity Premium Income Fund Definitive Proxy Statement

Rhea-AI Filing Summary

Iron Mountain Incorporated (NYSE: IRM) filed a Form 4 on 8 July 2025 reporting insider activity by director Doyle R. Simons.

• Two acquisitions of derivative securities: 340.987 phantom shares on 3 July 2025 and 347.908 phantom shares on 7 July 2025, both coded “A”.
• Plan-based transactions: The units were credited under the company’s Directors Deferred Compensation Plan; each phantom share mirrors one IRM common share and will be delivered after the director’s board service ends or upon disability.
• Post-transaction balance: Simons now holds 44,369.762 phantom shares, up by 688.895 units from the prior balance.
• Reference pricing: Column 8 lists weighted-average prices of $100.56 and $100.601, representing multiple trades executed between $100.419 and $100.624.
• Signal strength: Because the activity is compensation-related rather than open-market buying, the transactions are generally considered routine and carry limited market-moving impact.

Positive

• Director’s phantom share balance increased by 688.895 units, modestly strengthening equity alignment with shareholders.

Negative

• Transactions are automatic under a deferred compensation plan and therefore provide limited insight into insider sentiment or company valuation.

Insights

Securities Analyst

TL;DR: Routine deferred-compensation phantom stock credit; minimal valuation impact, neutral insider signal.

The Form 4 shows modest additions to Director Simons’ phantom share balance through the board’s Deferred Compensation Plan. No cash changed hands and the transactions were not open-market purchases, so the informational value for outside investors is low. The director’s aggregate economic exposure rose by roughly 1.6% versus his prior phantom balance and remains below 0.05% of IRM’s outstanding shares. With reference prices near $100.5, the filing does not indicate any directional view on valuation. Overall impact on share price and corporate governance perception is neutral.

Corporate Governance Specialist

TL;DR: Standard board deferred-pay election; shows alignment but not a discretionary purchase.

Phantom stock accruals under a deferred compensation program are a common mechanism to link director pay to long-term performance. The increase to 44,369.762 units reflects dividends and quarterly cash fees reinvested. Because shares are settled only after the director leaves, the structure encourages oversight continuity. However, investors should not interpret the filing as fresh insider buying; it merely reports automatic plan activity required under Section 16. No red flags or governance concerns arise from the disclosure.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

_____________________________________

SCHEDULE 14A

_____________________________________

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No.            )

Filed by the Registrant		☒
Filed by a Party other than the Registrant		☐

Check the appropriate box:

☐		Preliminary Proxy Statement
☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material Pursuant to §240.14a-12

XAI Madison Equity Premium Income Fund
(Exact Name of Registrant as Specified in its Charter)

_______________________________________________________________ (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒		No fee required.
☐		Fee paid previously with preliminary materials.
☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

XAI MADISON EQUITY PREMIUM INCOME FUND

321 North Clark Street, Suite 2430

Chicago, Illinois 60654

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To be held on August 12, 2025

Notice is hereby given to the shareholders of XAI Madison Equity Premium Income Fund (“MCN” or the “Fund”) that the annual meeting of shareholders of the Fund (the “Annual Meeting”) will be held at the offices of XA Investments LLC, 321 N. Clark Street, Suite 2430, Chicago, IL 60606 on Tuesday, August 12, 2025, at 9:00 a.m. (Central time).

The Annual Meeting is being held for the following purposes:

1. To elect each of Gregory G. Dingens and Philip G. Franklin as Class II Trustees to serve until the Fund’s 2028 annual meeting of shareholders or until his successor shall have been elected and qualified.

2. To transact such other business as may properly come before the Annual Meeting or any adjournments, postponements or delays thereof.

THE BOARD OF TRUSTEES OF THE FUND (THE “BOARD”), INCLUDING THE INDEPENDENT TRUSTEES, UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE NOMINEES OF THE BOARD.

The Board has fixed the close of business on June 20, 2025 as the record date for the determination of shareholders entitled to notice of, and to vote at, the Annual Meeting and any adjournments, postponements or delays thereof.

It is important that your shares be represented at the Annual Meeting in person or by proxy. Whether or not you plan to attend the Annual Meeting, we urge you to complete, sign, date, and return the enclosed proxy card in the postage paid envelope provided or vote via telephone or the Internet pursuant to the instructions on the enclosed proxy card so you will be represented at the Annual Meeting. If you attend the Annual Meeting and wish to vote during the Annual Meeting, you will be able to do so and your vote at the Annual Meeting will revoke any proxy you may have submitted. Merely attending the Annual Meeting, however, will not revoke any previously submitted proxy.

By order of the Board

/s/ Theodore J. Brombach

Theodore J. Brombach

President and Chief Executive Officer

Chicago, Illinois

July 8, 2025

YOUR VOTE IS IMPORTANT

PLEASE COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD IN THE POSTAGE-PAID ENVELOPE PROVIDED OR VOTE VIA TELEPHONE OR THE INTERNET PURSUANT TO THE INSTRUCTIONS ON THE ENCLOSED PROXY CARD. IN ORDER TO SAVE THE FUND ANY ADDITIONAL EXPENSE OF FURTHER SOLICITATION, PLEASE MAIL YOUR PROXY CARD OR VOTE VIA TELEPHONE OR THE INTERNET PROMPTLY.

IF YOU WISH TO ATTEND THE ANNUAL MEETING AND VOTE IN PERSON, YOU WILL BE ABLE TO DO SO. IF YOU INTEND TO ATTEND THE ANNUAL MEETING IN PERSON AND YOU ARE A RECORD HOLDER OF SHARES, IN ORDER TO GAIN ADMISSION YOU MUST SHOW PHOTOGRAPHIC IDENTIFICATION, SUCH AS YOUR DRIVER’S LICENSE. IF YOU INTEND TO ATTEND THE ANNUAL MEETING IN PERSON AND YOU HOLD YOUR SHARES THROUGH A BANK, BROKER OR OTHER CUSTODIAN, IN ORDER TO GAIN ADMISSION YOU MUST SHOW PHOTOGRAPHIC IDENTIFICATION, SUCH AS YOUR DRIVER’S LICENSE, AND SATISFACTORY PROOF OF OWNERSHIP OF SHARES, SUCH AS YOUR VOTING INSTRUCTION FORM (OR A COPY THEREOF) OR BROKER’S STATEMENT INDICATING OWNERSHIP AS OF THE RECORD DATE. IF YOU HOLD YOUR SHARES IN A BROKERAGE ACCOUNT OR THROUGH A BANK OR OTHER NOMINEE, YOU WILL NOT BE ABLE TO VOTE IN PERSON AT THE ANNUAL MEETING UNLESS YOU HAVE PREVIOUSLY REQUESTED AND OBTAINED A “LEGAL PROXY” FROM YOUR BROKER, BANK OR OTHER NOMINEE AND PRESENT IT AT THE ANNUAL MEETING.

XAI MADISON EQUITY PREMIUM INCOME FUND (NYSE: MCN)

PROXY STATEMENT

FOR

ANNUAL MEETING OF SHAREHOLDERS

To be held on August 12, 2025

This proxy statement (“Proxy Statement”) is furnished to the holders of common shares of beneficial interest, par value $0.01 per share (“Common Shares”) of XAI Madison Equity Premium Income Fund (the “Fund”) in connection with the solicitation by the Board of Trustees of the Fund (the “Board”) of proxies to be voted at the annual meeting of shareholders of the Fund and any adjournments, postponements or delays thereof (the “Annual Meeting”). The Annual Meeting will be held at the offices of XA Investments LLC, 321 N. Clark Street, Suite 2430, Chicago, IL 60606 on Tuesday, August 12, 2025, at 9:00 a.m. (Central time).

This document will give you the information you need to vote on the matters listed on the accompanying Notice of Annual Meeting of Shareholders (the “Notice”). Much of the information in this Proxy Statement is required under rules of the Securities and Exchange Commission (“SEC”). If there is anything you do not understand, please contact the Fund at (888) 903-3358.

The Fund will furnish to any shareholder, without charge, a copy of the Fund’s most recent annual and semi-annual reports to shareholders upon request. Requests should be directed to the Fund, c/o XA Investments LLC, 321 North Clark Street, Suite 2430, Chicago, Illinois 60654, or by calling (888) 903-3358.

The Notice, this Proxy Statement and the enclosed proxy card(s) are first being sent to the Fund’s shareholders on or about July 8, 2025.

• Why is a shareholder meeting being held?

The Fund’s Common Shares are listed on the New York Stock Exchange (“NYSE”), and the Fund’s governing documents and the rules of the NYSE require the Fund to hold an annual meeting of shareholders to elect Trustees each fiscal year.

• What proposal will be voted on?

The Annual Meeting is being held to elect the Trustee nominees named in this Proxy Statement (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 respective successors shall have been elected and qualified (the “Proposal”).

• Will your vote make a difference?

Yes! Your vote is important and could make a difference in the governance of the Fund, no matter how many shares you own.

• Who is asking for your vote?

The enclosed proxy card is solicited by the Board for use at the Annual Meeting to be held on Tuesday, August 12, 2025, and, if the Annual Meeting is adjourned, postponed or delayed, at any later meetings, for the purposes stated in the Notice.

• How does the Board recommend that shareholders vote on the Proposal?

The Board unanimously recommends that you vote “FOR” each of the nominees of the Board. The Board has reviewed the qualifications and backgrounds of the Board’s nominees. The Board has approved the nominees named in this Proxy Statement and believes their election is in your best interests.

• Who is eligible to vote?

Shareholders of record of the Fund at the close of business on June 20, 2025 (the “Record Date”) are entitled to attend the Annual Meeting and any adjournments, postponements or delays thereof and to vote on the Proposal applicable to their Shares. Each Share is entitled to one vote. Shares represented by duly executed proxies will be voted in accordance with your instructions.

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• How do you vote your Shares?

Whether or not you plan to attend the Annual Meeting, we urge you to complete the enclosed proxy card, date and sign it and return it promptly, or record your voting instructions by telephone or via the internet so your Shares will be represented at the Annual Meeting, no matter how large or small your holdings may be. Instructions regarding how to vote via telephone or the Internet are included on the enclosed proxy card. The required control number for internet and telephone voting is printed on the enclosed proxy card. The control number is used to match proxy cards with shareholders’ respective accounts and to ensure that, if multiple proxy cards are executed, Shares are voted in accordance with the proxy card bearing the latest date.

If you wish to attend the Annual Meeting and vote in person, you will be able to do so. If you intend to attend the Annual Meeting in person and you are a record holder of Shares, in order to gain admission you must show photographic identification, such as your driver’s license. If you intend to attend the Annual Meeting in person and you hold your Shares through a bank, broker or other custodian, in order to gain admission you must show photographic identification, such as your driver’s license, and satisfactory proof of ownership of Shares, such as your voting instruction form (or a copy thereof) or broker’s statement indicating ownership as of the Record Date. If you hold your Shares in a brokerage account or through a bank or other nominee, you will not be able to vote in person at the Annual Meeting unless you have previously requested and obtained a “legal proxy” from your broker, bank or other nominee and present it at the Annual Meeting.

You may contact the Fund at (888) 903-3358 to obtain directions to the site of the Annual Meeting.

All Shares represented by properly executed proxies received prior to the Annual Meeting will be voted at the Annual Meeting in accordance with the instructions marked thereon or otherwise as provided therein. If any other business is brought before the Annual Meeting, your Shares will be voted at the proxies’ discretion. If you sign the proxy card, but do not fill in a vote, your Shares will be voted in accordance with the Board’s recommendation.

Shareholders who execute proxy cards or record their voting instructions via telephone or the Internet may revoke them at any time before they are voted by filing with the Secretary of the Fund a written notice of revocation, by delivering (including via telephone or the Internet) a duly executed proxy bearing a later date or by attending the Annual Meeting and voting in person. Merely attending the Annual Meeting, however, will not revoke any previously submitted proxy.

Broker-dealer firms holding Shares in “street name” for the benefit of their customers and clients will request the instructions of such customers and clients on how to vote their Shares on the proposal before the Annual Meeting. The Fund understands that, under the rules of the NYSE, such broker-dealer firms may for certain “routine” matters, without instructions from their customers and clients, grant discretionary authority to the proxies designated by the Board to vote if no instructions have been received prior to the date specified in the broker-dealer firm’s request for voting instructions. The Proposal is a “routine” matter and beneficial owners who do not provide proxy instructions or who do not return a proxy card may have their Shares voted by broker-dealer firms in favor of the Proposal. A properly executed proxy card or other authorization by a beneficial owner of Shares that does not specify how the beneficial owner’s Shares should be voted on the Proposal may be deemed an instruction to vote such Shares in favor of the Proposal. Broker-dealers who are not members of the NYSE may be subject to other rules, which may or may not permit them to vote your Shares without instruction. We urge you to provide instructions to your broker or nominee so that your votes may be counted.

• What vote is required to elect a Trustee nominee?

The affirmative vote of a majority of the Shares present in person or represented by proxy and entitled to vote on the matter at the Annual Meeting at which a quorum is present is necessary to elect a Trustee nominee.

• How many Shares of the Fund were outstanding as of the record date?

At the close of business on the Record Date, the Fund had 21,116,722 Common Shares outstanding.

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THE PROPOSAL: TO ELECT TRUSTEES

The Fund’s governing documents and the rules of the NYSE require the Fund to hold an annual meeting of shareholders to elect Trustees each fiscal year. Shareholders are being asked to elect Trustees in the following manner:

To elect each of Gregory G. Dingens and Philip G. Franklin as a Class II Trustee to serve until the Fund’s 2028 annual meeting of shareholders or until his successor shall have been elected and qualified.

Composition of the Board

The Trustees of the Fund are currently classified into three classes of Trustees. Set forth below are the current Class I Trustees, Class II Trustees and Class III Trustee of the Trust:

CLASS I TRUSTEE. Danielle Cupps is the Class I Trustee of the Fund. The term of the Class I Trustee will continue until the 2027 annual meeting of shareholders or until her successor shall have been duly elected and qualified.

CLASS II TRUSTEES.    Gregory G. Dingens and Philip G. Franklin are the Class II Trustees of the Fund. The Class II Trustees are standing for re-election at the Annual Meeting.

CLASS III TRUSTEE.    Scott Craven Jones and William T. Meyers are the Class III Trustees of the Fund. The term of the Class III Trustees will continue until the 2026 annual meeting of shareholders or until their successors shall have been duly elected and qualified.

Each Trustee nominee, if elected at the Annual Meeting, will hold office for three years or until his or her successor shall have been elected and qualified or until he or she resigns or is otherwise removed. The other Trustees of the Fund will continue to serve under their current terms and will stand for re-election at subsequent annual meetings of shareholders as indicated above.

Unless authority is withheld or other instructions are provided, it is the intention of the persons named in the proxy card to vote “FOR” the election of the Trustee nominees named above. Each of Gregory G. Dingens and Philip G. Franklin has consented to serve as a Trustee if elected at the Annual Meeting. If a designated Trustee nominee declines or otherwise becomes unavailable for election, however, the proxy confers discretionary power on the persons named therein to vote in favor of a substitute Trustee nominee or nominees.

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Trustee Biographical Information

Certain information concerning the Trustees (including the Trustee nominees) and the officers of the Fund is set forth in the tables below. Trustees who are not interested persons (as defined in Section 2(a)(19) of the Investment Company Act of 1940 (the “1940 Act”)) of the Fund are referred to herein as “Independent Trustees.” The Trustee who is classified as an interested person of the Fund is referred to herein as an “Interested Trustee.”

Name, Business Address(1) and Year of Birth		Position(s) Held with Fund		Term of Office(2) and Length of Time Served		Principal Occupations During the Past Five Years		Number of Portfolios in Fund Complex(3) Overseen by Trustee		Other Directorships held by Trustee During the Past Five Years
INDEPENDENT TRUSTEES:
Danielle Cupps Year of Birth: 1970		Trustee		Trustee since 2024		Former: Director, Digital Customer Engagement, McDonald’s Corporation (2019 – 2022); Managing Director, Kinzie Capital Partners (2018) (private equity); Managing Director, BLG Capital Advisors (2016 – 2018) (family office); Director, Finance and Chief of Staff to CFO, Boeing Company (2006 – 2012); Vice President, Code Hennessy & Simmons LLC (2000 – 2005) (private equity); Associate, Goldman, Sachs & Co. (1998 – 2000).		3		None.
Gregory G. Dingens Year of Birth: 1964		Trustee		Trustee since 2024		Current: Member, Siena Capital Partners GP LLC (2006 – present) (private investment fund). Former: Executive Vice President, Monroe Financial Partners, Inc. (2006 – 2024) (investment banking and trading); Member, Siena Capital Partners GP LLC (2006 – present) (private investment fund); Managing Director, Lehman Brothers (2004 – 2006); Managing Director, Merrill Lynch (1993 – 2003).		3		Director, Infusion Marketing Group, LLC (2024 – present) (provider of marketing, regulatory, analytical and funding services to financial service companies).
Philip G. Franklin Year of Birth: 1951		Trustee		Trustee since 2024		Former: Chief Financial Officer and Executive Vice President, Littelfuse, Inc. (1998 – 2016) (electronics components); Chief Financial Officer and Vice President, OmniQuip International (1995 – 1998) (construction equipment).		3		Current: TTM Technologies Inc. (2011 – present). Former: Chairman, Tribune Publishing Company (Tronc, Inc.) (2014 – 2021).
Scott Craven Jones Year of Birth: 1962		Trustee		Trustee since 2021		Current: Director, Carne Global Financial Services (US) LLC (2013 – present); Managing Director, Park Agency, Inc. (2020 – present).		3		Current: Madison Funds (15 portfolios) (2019 – present); Manager Directed Portfolios, a U.S. Bancorp series trust (13 portfolios) (2016 – present).

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Name, Business Address(1) and Year of Birth		Position(s) Held with Fund		Term of Office(2) and Length of Time Served		Principal Occupations During the Past Five Years		Number of Portfolios in Fund Complex(3) Overseen by Trustee		Other Directorships held by Trustee During the Past Five Years
INTERESTED TRUSTEE:
William T. Meyers* Year of Birth: 1966		Trustee		Trustee since 2024		Current: President of Riivendell Financial Group, LLC (2021 – present). Former: Senior Advisor at XA Investments, LLC (2021 – 2023); Senior Managing Director (2017 – 2020) of Nuveen Securities, LLC and Nuveen Fund Advisors, LLC.		3		None.

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* Mr. Meyers is an interested person of the Fund because of his prior position as a Senior Adviser of the Adviser.

(1) The business address of each Trustee of the Fund is 321 North Clark Street, Suite 2430, Chicago, Illinois 60654, unless otherwise noted.

(2) See “Composition of the Board.”

(3) As of the date hereof, there are three funds, including the Fund, in the Fund Complex.

Trustee Qualifications

The Board has determined that each Trustee should serve as a Trustee of the Fund based on several factors (none of which alone is determinative). 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. Among the factors the Board considered when concluding that an individual should serve on the Board were the following: availability and commitment to attend meetings and perform the responsibilities of a Trustee; personal and professional background; educational background; financial expertise; ability to review critically, evaluate and discuss information provided to them; and ability to interact effectively with XA Investments LLC, the Fund’s investment adviser (the “Adviser”), Madison Asset Management, LLC, the Fund’s investment sub-adviser (the “Sub-Adviser”), other service providers, counsel, auditors and other trustees. Each Trustee’s ability to perform his duties effectively is evidenced by professional accomplishments; prior and current business, consulting and public service positions; service on boards of public and private companies and not-for-profit entities and other organizations; and prior experience in fields related to the operations of the Fund.

Following is a summary of various qualifications, experiences and skills of each Trustee (in addition to business experience during the past five years as set forth in the table above) that contributed to the Board’s conclusion that an individual should serve on the Board. References to the qualifications, attributes and skills of Trustees do not constitute the holding out of any Trustee as being an expert under Section 7 of the Securities Act of 1933 or the rules and regulations of the SEC.

Danielle Cupps. Ms. Cupps has served as a Trustee of the Fund since 2024. Through her experience as a Director of CEO & Financial Communications, at McDonald’s Corporation, Managing Director at Kinzie Capital Partners, a private equity firm, Managing Director at BLG Capital Advisors, a family office managing a global portfolio of alternative assets, in various roles, including Director of Corporate and Strategic Development and Chief of Staff in the Office of the Chief Financial Officer, at Boeing Company, Vice President at Code Hennessy & Simmons LLC, a private equity firm, and Associate in the private equity funds group at Goldman, Sachs & Co., Ms. Cupps is experienced in financial, regulatory and investment matters.

Gregory G. Dingens.    Mr. Dingens has served as a Trustee of the Fund since 2024. Through his over 25 years of investment management experience, including as Executive Vice President of Monroe Financial Partners, Inc., Member of Siena Capital Partners, a private investment fund, and Managing Director at both Lehman Brothers and Merrill Lynch, Mr. Dingens is experienced in financial, regulatory and investment matters.

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Philip G. Franklin.    Mr. Franklin has served as a Trustee of the Fund since 2024. Through his experience as Chairman of Tribune Publishing Company, Chief Financial Officer and Executive Vice President of Littelfuse, Inc. and Chief Financial Officer and Vice President at OmniQuip International, Mr. Franklin is experienced in financial, accounting and regulatory matters.

Scott Craven Jones. Mr. Jones has served as a Trustee of the Fund since 2021. Through his experience as a director at Carne Global Financial Services (US) LLC, Chief Operating Officer, Chief Financial Officer and Treasurer of Aurora Investment Management LLC, Executive Vice President and Chief Administrative Officer of Calamos Asset Management, Inc., Managing Director at Northern Trust Global Investments, in various roles at Nuveen Investments and as a trustee at various other fund complexes, Mr. Jones is experienced in financial, accounting, regulatory and investment matters.

William T. Meyers.    Mr. Meyers has served as a Trustee of the Fund since 2024. Through his over 35 years of investment management experience, including as President of Riivendell Financial Group, LLC, Senior Advisor at XA Investments, LLC, the Fund’s investment adviser, Senior Managing Director and Managing Director of Nuveen Securities, LLC and Nuveen Fund Advisors, LLC and Senior Vice President of Nuveen, Mr. Meyers is experienced in financial, regulatory and investment matters.

Executive Officers

The following information relates to the executive officers of the Fund who are not Trustees. The officers of the Fund were appointed by the Board and will serve until their respective successors are chosen and qualified. The principal business address of each executive officer is 321 North Clark Street, Suite 2430, Chicago, Illinois 60654.

Name, Business Address(1) and Year of Birth		Position		Term of Office(2) and Length of Time Served		Principal Occupations During the Past Five Years
Madeline Arment Year of Birth: 1989		Assistant Treasurer		Since 2025		Current: Director of PFO Services, PINE Advisor Solutions (2022 – present). Former: Fund Controller, SS&C ALPS (2018 – 2022); Manager Investment Operations, Shelton Capital Management (2016 – 2018).
Theodore J. Brombach Year of Birth: 1963		President and Chief Executive Officer		Since 2024		Current: Co-Chief Executive Officer of XAI (2016 – present); Co-founding Partner of XMS Capital Partners, LLC (2006 – present). Former: Co-Head of Midwest Investment Banking, Managing Director, Founding Member of Financial Sponsors Group at Morgan Stanely (1990 – 2006); Analyst, Kidder, Peabody & Co. (1985 – 1988).
Kimberly Ann Flynn Year of Birth: 1977		Vice President		Since 2024		Current: President (2024 – present); Managing Director of XAI (2016 – 2024). Former: Senior Vice President, Head of Product Development (2013 – 2016), Vice President (2009 – 2013), Assistant Vice President (2007 – 2009) and Associate (2004 – 2007), Nuveen Investments.
Benjamin D. McCulloch Year of Birth: 1981		Chief Legal Officer and Secretary		Since 2024		Current: General Counsel & Managing Director (2019 – present); Chief Compliance Officer (2021 – present) of XAI. Former: Associate, Drinker Biddle & Reath LLP (2015 – 2019); Associate Counsel, First Fund Portfolios LP (2012 – 2015).

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Name, Business Address(1) and Year of Birth		Position		Term of Office(2) and Length of Time Served		Principal Occupations During the Past Five Years
Derek Mullins Year of Birth: 1973 c/o PINE Advisors, LLC 501 S. Cherry St., Suite 1090 Denver, CO 80246		Chief Financial Officer and Treasurer		Since 2024		Current: Managing Partner, PINE Advisor Solutions, LLC (2018 – present). Former: Director of Operations, ArrowMark Partners LLC (2009 – 2018), Chief Financial Officer and Treasurer, Meridian Fund, Inc. (2013 – 2018).
Randi Roessler Year of Birth: 1981 c/o PINE Advisors, LLC 501 S. Cherry St., Suite 1090 Denver, CO 80246		Chief Compliance Officer		Since 2024		Current: Director, PINE Advisor Solutions, LLC (2023 – present); Chief Compliance Officer, Destra Investment Fund (2 portfolios) (2023 – present); Chief Compliance Officer, BlueBay Destra International & Event-Driven Credit Fund (2023 – present); Chief Compliance Officer, Destra Multi-Alternative Fund (2023 – present); Chief Compliance Officer, ONEFUND Trust (2023 – present); Chief Compliance Officer, Boston Trust Walden Funds (10 portfolios) (2023 – present); Chief Compliance Officer, IDX Funds (2 portfolios) (2023 – present). Former: Chief Compliance Officer Davis Selected Advisers, L.P., Davis Funds, Selected Funds, the Clipper Fund Trust, the Davis Fundamental ETF Trust, and Davis Distributors, LLC (2018 – 2023).
John “Yogi” Spence Year of Birth: 1962		Vice President		Since 2024		Current: Co-Chief Executive Officer, XAI (2016 – present); Co-Founding Partner, XMS Capital Partners, LLC (2006 – present).
Lisa Woo Year of Birth: 1975		Assistant Treasurer		Since 2025		Current: Director of Fund Finance and Operations (2024 – present); Finance and Operations Manager (2018 – 2024), XAI. Former: Co-Controller, Waveland Investments, LLC (2014 – 2024); Financial Administrator/Accounting Manager, Madison Dearborn Partners, LLC (2008 – 2012).

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(1) The business address of each Officer of the Fund is 321 North Clark Street, Suite 2430, Chicago, Illinois 60654, unless otherwise noted.

(2) Officers serve at the pleasure of the Board and until his or her successor is appointed and qualified or until his or her earlier resignation or removal.

Mr. Mullins serves as Chief Financial Officer and Treasurer of the Fund, Ms. Roessler serves as Chief Compliance Officer of the Fund, and Ms. Arment serves as Assistant Treasurer of the Fund, pursuant to a Services Agreement between the Fund and PINE Advisors, LLC (“PINE”). PINE receives an annual fee, payable monthly, and reimbursement of out-of-pocket expenses. Notwithstanding the Services Agreement, the designations of the Chief Financial Officer and Treasurer of the Fund, the Chief Compliance Officer of the Fund, and Assistant Treasurer of the Fund must be approved by the Board, including, in the case of the Chief Compliance Officer, a majority of the Independent Trustees.

Board Leadership Structure

The primary responsibility of the Board is to represent the interests of the Fund and to provide oversight of the management of the Fund. The Fund’s day-to-day operations are managed by the Adviser, the Sub-Adviser and other service providers who have been approved by the Board. The Board is currently comprised of five Trustees, four of whom are Independent Trustees and one of whom is classified as an Interested Trustee. Generally, the Board acts by majority vote of all the Trustees, including a majority vote of the Independent Trustees if required by applicable law.

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The Board has appointed an independent chairperson, Gregory G. Dingens, who presides at Board meetings and who is responsible for, among other things, setting the tone of Board meetings and seeking to encourage open dialogue and independent inquiry among the Trustees and management. The Board meets regularly four times each year to discuss and consider matters concerning the Fund, and also holds special meetings to address matters arising between regular meetings. Regular meetings generally take place in-person; other meetings may take place in-person or by telephone. The Board has established two standing committees (as described below) and has delegated certain responsibilities to those committees, each of which is comprised solely of Independent Trustees. The Board and its committees will meet periodically throughout the year to oversee the Fund’s activities, review contractual arrangements with service providers, review the Fund’s financial statements, oversee compliance with regulatory requirements, and review performance. The Independent Trustees are represented by independent legal counsel at Board and committee meetings and regularly meet outside the presence of Fund management. The Board has determined that this leadership structure, including an independent chairperson, supermajority of Independent Trustees and committee membership limited to Independent Trustees, is appropriate in light of the characteristics and circumstances of the Fund.

Board Committees

The Trustees have determined that the efficient conduct of the Fund’s affairs makes it desirable to delegate responsibility for certain specific matters to committees of the Board. The committees meet as often as necessary, either in conjunction with regular meetings of the Trustees or otherwise. The standing committees of the Board are the Audit Committee and the Governance Committee.

Audit Committee. Danielle Cupps, Gregory Dingens, Philip Franklin and Scott Craven Jones, who are Independent Trustees, serve on the Fund’s Audit Committee. Mr. Jones serves as chairperson of the Audit Committee and has been identified as the Audit Committee Financial Expert of the Fund. The Audit Committee is generally responsible for reviewing and evaluating issues related to the accounting and financial reporting policies and internal controls of the Fund and, as appropriate, the internal controls of certain service providers, overseeing the quality and objectivity of the Fund’s financial statements and the audit thereof and acting as a liaison between the Board of Trustees and the Fund’s independent registered public accounting firm.

The Audit Committee presents the following report:

The Audit Committee oversees the Fund’s financial reporting process on behalf of the Board of Trustees and operates under a written charter adopted by the Board of Trustees. The Audit Committee meets with management of the Fund and the Fund’s independent registered public accounting firm and reports the results of its activities to the Board of Trustees. Management of the Fund has the primary responsibility for the financial statements and the reporting process, including the system of internal controls. In connection with the responsibilities of the Audit Committee and independent registered public accounting firm of the Fund, management of the Fund has advised that the Fund’s financial statements for the past fiscal year were prepared in conformity with the generally accepted accounting principles.

The Committee has reviewed and discussed with management and the independent registered public accounting firm of the Fund the audited financial statements of the Fund for the past fiscal year. The Audit Committee discussed with the Fund’s independent registered public accounting firm the matters required to be discussed by AS 1301 issued by the Public Company Accounting Oversight Board. The Audit Committee received the written disclosures and the letter from the Fund’s independent registered public accounting firm as required by Public Company Accounting Oversight Board’s Ethics & Independence Rule 3526 and has discussed with the Fund’s independent registered public accounting firm the independence of the Fund’s independent registered public accounting firm.

Based on the Audit Committee’s reviews and discussions referred to above, including its discussion with management and the Fund’s independent registered public accounting firm, the Audit Committee recommended to the Board of Trustees and approved, pursuant to authority delegated by Board of Trustees, that the audited financial statements be included in the Fund’s Annual Report for the past fiscal year.

Submitted by the Audit Committee of the Board of Trustees:

Danielle C. Cupps, Gregory G. Dingens, Philip G. Franklin and Scott Craven Jones

February 27, 2025

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The Audit Committee is governed by a written Audit Committee Charter, which was approved by the Board on December 2, 2024. A copy of the Audit Committee Charter is available on the Fund’s website at www.xainvestments.com/MCN.

Governance Committee. Danielle Cupps, Gregory Dingens, Philip Franklin and Scott Craven Jones, who are Independent Trustees, serve on the Fund’s Governance Committee. Mr. Franklin serves as chairperson of the Governance Committee. The Governance Committee is responsible for recommending qualified candidates to the Board of Trustees in the event that a position is vacated or created. In considering trustee nominee candidates, the Governance Committee takes into account a wide variety of factors, including the overall diversity of the Board’s composition. The Governance Committee believes the Board generally benefits from diversity of background, experience and views among its members, and considers this a factor in evaluating the composition of the Board, but has not adopted any specific policy in this regard.

The Governance Committee would consider recommendations by shareholders if a vacancy were to exist. In considering candidates recommended to the Governance Committee by shareholders, the Governance Committee will take into consideration the needs of the Board and the qualifications of the candidate. The Governance Committee may also take into consideration the number of shares held by the recommending shareholder and the length of time that such shares have been held. In order to be considered, such recommendations should be forwarded to the Secretary of the Fund, c/o XA Investments LLC, 321 North Clark Street, Suite 2430, Chicago, Illinois 60654.

The Governance Committee is governed by a written Governance Committee Charter, which was approved by the Board on December 2, 2024. A copy of the Governance Committee Charter is available on the Fund’s website at www.xainvestments.com/MCN.

Beneficial Ownership of Securities

As of the December 31, 2024, each Trustee of the Fund beneficially owned equity securities of the Fund and all of the registered investment companies in the family of investment companies overseen by the Trustee in the dollar range amounts specified below.

Name		Number of Common Shares of the Fund Owned		Dollar Range of Equity Securities in the Fund			Aggregate Dollar Range of Equity Securities in All Registered Investment Companies Overseen by Trustee in Family of Investment Companies(1)
Independent Trustees:
Danielle Cupps		0		$	0		Over $100,000
Gregory G. Dingens		0		$	0		Over $100,000
Philip G. Franklin		0		$	0		Over $100,000
Scott Craven Jones		0		$	0		$50,001 – $100,000
Interested Trustees:
William T. Meyers		0		$	0		$10,001 – $50,000

____________

(1) As of December 31, 2024 and as of the date hereof, there are three funds, including the Fund, in the “Family of Investment Companies.”

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As of the December 31, 2024, executive officers of the Fund, who are not Trustees, beneficially owned equity securities of the Fund in the following amounts:

Name		Number of Common Shares of the Fund Owned
Madeline Arment		None
Theodore J. Brombach		None
Kimberly Ann Flynn		None
Benjamin D. McCulloch		None
Derek Mullins		None
Randi Roessler		None
John “Yogi” Spence		2,500
Lisa Woo		None

As of the December 31, 2024, the Trustees and officers of the Fund as a group owned less than 1% of the outstanding Common Shares of the Fund.

Trustee Compensation

The following table sets forth the compensation paid to each Trustee by the Fund and the total compensation paid to each Trustee by funds in the Fund Complex for the Fund’s fiscal year ended December 31, 2024. The Fund’s officers receive no compensation from the Fund but may be officers or employees of the Adviser and may receive compensation in such capacities.

Name(1)		Aggregate Compensation from the Trust		Pension or Retirement Benefits Accrued as Part of Fund Expenses(1)		Estimated Annual Benefits Upon Retirement		Total Compensation from the Fund Complex(2) Paid to Trustee
Independent Trustees:
Danielle Cupps		None		None		None		$	60,000
Gregory G. Dingens		None		None		None		$	70,000
Philip G. Franklin		None		None		None		$	65,000
Scott Craven Jones		None		None		None		$	70,000
Interested Trustee:
William T. Meyers(3)		None		None		None		$	60,000

____________

(1) The Fund does not accrue or pay retirement or pension benefits to Trustees.

(2) As of December 31, 2024, and as of the date hereof, there are three funds, including the Fund, in the Fund Complex.

(3) Mr. Meyers is an interested person of the Fund because of his prior position as a Senior Adviser of the Adviser.

Effective as of January 1, 2025, the Trustees, other than Trustees who are officers or employees of the Adviser or its affiliates and receive no compensation, receive an aggregate annual retainer of $66,000 with respect to their service as trustees of the funds in the Fund Complex. The chair of the Audit Committee receives an aggregate additional amount of $17,500 annually. The chair of the Board receives an aggregate additional amount of $10,000 annually. The chair of the Nominating & Governance Committee receives an aggregate additional amount of $5,000 annually. Such amounts are allocated among the funds in the Fund Complex proportionately based on managed assets of each fund.

Trustee Communications

Shareholders and other interested parties may contact the Board or any member of the Board by mail. To communicate with the Board or any member of the Board, correspondence should be addressed to the Board or the Board member(s) with whom you wish to communicate by either name or title. All such correspondence should be sent c/o the Secretary of the Fund, c/o XA Investments LLC, 321 North Clark Street, Suite 2430, Chicago, Illinois 60654. A shareholder communication must (i) be in writing and signed by the shareholder, (ii) provide contact information for the shareholder, (iii) identify that it relates to the Fund and (iv) identify the number of shares held by the shareholder.

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Board Meetings

During the Fund’s fiscal year ended December 31, 2024, the Board held six meetings, the Fund’s Audit Committee held five meetings, and the Fund’s Governance Committee held six meeting.

It is the Fund’s policy to invite Trustees to attend annual meetings of shareholders, either in person or telephonically.

Shareholder Approval

The affirmative vote of a majority of the Shares present in person or represented by proxy and entitled to vote on the matter at the Annual Meeting at which a quorum is present is necessary to elect a Trustee nominee. The holders of Shares will have equal voting rights (i.e., one vote per Share). Abstentions will have the same effect as votes against the proposal. “Broker non-votes” (i.e., Shares held by brokers or nominees as to which (i) instructions have not been received from the beneficial owner or the persons entitled to vote and (ii) the broker does not have discretionary voting power on a particular matter) will have no effect on the outcome of the vote on the Proposal.

Board Recommendation

The Board, including the Independent Trustees, unanimously recommends that shareholders of the Fund vote “FOR” each nominee of the Board.

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ADDITIONAL INFORMATION

Further Information About Voting and the Annual Meeting

Quorum. The holders of a majority of the Shares entitled to vote on any matter at a meeting present in person or by proxy shall constitute a quorum at such meeting of the shareholders for purposes of conducting business on such matter. Abstentions and broker non-votes will be counted as Shares present at the Annual Meeting for quorum purposes.

Record Date. The Board has fixed the close of business on June 20, 2025 as the Record Date for the determination of shareholders of the Fund entitled to notice of, and to vote at, the Annual Meeting. Shareholders of the Fund as of the close of business on the Record Date will be entitled to one vote for each Share held and a fractional vote with respect to fractional Shares with no cumulative voting rights.

How to Vote Your Shares. Whether or not you plan to attend the Annual Meeting, we urge you to complete, sign, date, and return the enclosed proxy card in the postage-paid envelope provided or vote via telephone or the Internet so your Shares will be represented at the Annual Meeting. Instructions regarding how to vote via telephone or the Internet are included on the enclosed proxy card. The required control number for Internet and telephone voting is printed on the enclosed proxy card. The control number is used to match proxy cards with shareholders’ respective accounts and to ensure that, if multiple proxy cards are executed, Shares are voted in accordance with the proxy card bearing the latest date.

All Shares represented by properly executed proxies received prior to the Annual Meeting will be voted at the Annual Meeting in accordance with the instructions marked thereon or otherwise as provided therein. If any other business is brought before the Annual Meeting, your Shares will be voted at the proxies’ discretion. If you sign the proxy card, but don’t fill in a vote, your Shares will be voted in accordance with the Board’s recommendation.

Shareholders who execute proxy cards or record voting instructions via telephone or the Internet may revoke them at any time before they are voted by filing with the Secretary of the Fund a written notice of revocation, by delivering (including via telephone or the Internet) a duly executed proxy bearing a later date or by attending the Annual Meeting and voting in person. Merely attending the Annual Meeting, however, will not revoke any previously submitted proxy.

Attending the Annual Meeting. If you wish to attend the Annual Meeting and vote in person, you will be able to do so. If you intend to attend the Annual Meeting in person and you are a record holder of Shares, in order to gain admission you must show photographic identification, such as your driver’s license. If you intend to attend the Annual Meeting in person and you hold your Shares through a bank, broker or other custodian, in order to gain admission you must show photographic identification, such as your driver’s license, and satisfactory proof of ownership of Shares, such as your voting instruction form (or a copy thereof) or broker’s statement indicating ownership as of the Record Date. If you hold your Shares in a brokerage account or through a bank or other nominee, you will not be able to vote in person at the annual meeting unless you have previously requested and obtained a “legal proxy” from your broker, bank or other nominee and present it at the Annual Meeting. You may contact the Fund at (888) 903-3358 to obtain directions to the site of the Annual Meeting.

Additional Information Regarding Voting.    Broker-dealer firms holding Shares in “street name” for the benefit of their customers and clients will request the instructions of such customers and clients on how to vote their Shares on the proposal before the Annual Meeting. The Fund understands that, under the rules of the NYSE, such broker-dealer firms may for certain “routine” matters, without instructions from their customers and clients, grant discretionary authority to the proxies designated by the Board to vote if no instructions have been received prior to the date specified in the broker-dealer firm’s request for voting instructions. The Proposal is a “routine” matter and beneficial owners who do not provide proxy instructions or who do not return a proxy card may have their Shares voted by broker dealer firms in favor of the Proposal. A properly executed proxy card or other authorization by a beneficial owner of Shares that does not specify how the beneficial owner’s Shares should be voted on the Proposal may be deemed an instruction to vote such Shares in favor of the Proposal. Broker-dealers who are not members of the NYSE may be subject to other rules, which may or may not permit them to vote your Shares without instruction. We urge you to provide instructions to your broker or nominee so that your votes may be counted.

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Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on August 12, 2025

This Proxy Statement is available on the Internet at www.proxyvote.com.

Adviser

XA Investments LLC serves as the investment adviser to the Fund and is responsible for overseeing the Fund’s overall investment strategy and its implementation, including the use of leverage by the Fund. The Adviser is an investment adviser registered under the Investment Advisers Act of 1940 and acts as investment adviser to certain other management investment companies. The Adviser is a Delaware limited liability company, with its principal offices located at 321 North Clark Street, Suite 2430, Chicago, Illinois 60654. The Adviser is controlled by Theodore J. Brombach, Co-Chief Executive Officer of the Adviser and a founding partner of XMS Capital Partners, LLC, and John “Yogi” Spence, Co-Chief Executive Officer of the Adviser and a founding partner of XMS Capital Partners, LLC.

XAI was founded by the principals of XMS Capital Partners, LLC in April 2016. The Adviser’s leadership team believes that the investing public needs better access to a broader range of alternative investment strategies and managers. The Adviser sponsors registered investment companies designed to provide investors with access to institutional-caliber alternative investments, by partnering with established alternative asset managers selected from numerous alternative credit managers, hedge fund managers and private debt and equity firms to sub-advise the Adviser’s funds. As of March 31, 2025, the Adviser managed approximately $950 million in assets. The Adviser is located at 321 North Clark Street, Suite 2430, Chicago, Illinois 60654.

Sub-Adviser

Madison Asset Management, LLC “Madison” acts as investment sub-adviser to the Fund and is responsible for investing the Fund’s assets. “Madison” and/or “Madison Investments” is the unifying tradename of Madison Investment Holdings, Inc., Madison Asset Management, LLC (“MAM”), and Madison Investment Advisors, LLC (“MIA”). MAM and MIA are registered as investment advisers with the U.S. Securities and Exchange Commission. Madison Funds are distributed by MFD Distributor, LLC. MFD Distributor, LLC is registered with the U.S. Securities and Exchange Commission as a broker-dealer and is a member firm of the Financial Industry Regulatory Authority. The home office for each firm listed above is 550 Science Drive, Madison, WI 53711. Madison’s toll-free number is 800-767-0300.

The Sub-Adviser, under the direction and supervision of the Board of Trustees and the Adviser, is responsible for the management of the Fund’s investment portfolio and provides certain facilities and personnel related to such management.

Administrator

Paralel Technologies LLC (“Paralel”), located at 1700 Broadway, Suite 1850, Denver, Colorado 80290, serves as administrator to the Trust.

Independent Registered Public Accounting Firm

Cohen & Company, Ltd. (“Cohen & Company”), served as the Fund’s independent registered public accounting firm for the fiscal year ended December 31, 2024 and has been selected as the Fund’s independent registered public accounting firm by the Audit Committee and ratified by a majority of the Board, including all of the Independent Trustees, to audit the accounts of the Fund for the fiscal year ending December 31, 2025. The Fund does not know of any direct or indirect financial interest of Cohen & Company in the Fund. Representatives of Cohen & Company will be invited to attend the Annual Meeting either in person or telephonically and will have the opportunity to make a statement and to answer questions if they desire to do so.

Change in Independent Registered Public Accounting Firm.    On December 2, 2024, the Fund dismissed Deloitte & Touche LLP (“Deloitte”) as the Fund’s independent registered public accounting firm. Deloitte’s audit reports on the Fund’s financial statements as of and for the fiscal years ended December 31, 2019, December 31, 2020, December 31, 2021, December 31, 2022, and December 31, 2023 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.

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During the fiscal years ended December 31, 2019, December 31, 2020, December 31, 2021, December 31, 2022 and December 31, 2023, and through December 2, 2024, there were (i) no disagreements between the Fund and Deloitte & Touche LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, any of which, if not resolved to Deloitte’s satisfaction, would have caused Deloitte to make reference in connection with their opinion to the subject matter of the disagreement, and (ii) no “reportable events” of the kind described in Item 304(a)(1)(v) of Regulation S-K under the Securities Exchange Act of 1934, as amended. On December 2, 2024, the Audit Committee of the Fund selected Cohen & Company as the Fund’s independent registered public accounting firm for the Fund’s fiscal year ending December 31, 2024

Audit Fees

The aggregate fees billed for professional services rendered by Deloitte for the fiscal year ended December 31, 2023 and through December 1, 2024 of fiscal year ended December 31, 2024 for the audit of the Fund’s annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements was $24,450 and $4,000, respectively. The aggregate fees billed for professional services rendered by Cohen & Company from December 2, 2024 for the fiscal year ended December 31, 2024 for the audit of the Fund’s annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements was $24,450.

Audit-Related Fees

The aggregate fees billed for the fiscal year ended December 31, 2023 and through December 1, 2024 of fiscal year ended December 31, 2024 for assurance and related services rendered by Deloitte that are reasonably related to the performance of the audit of the Fund’s financial statements and are not included in Audit Fees was $0 and $0, respectively. The aggregate fees billed from December 2, 2024 for the fiscal year ended December 31, 2024 for assurance and related services rendered by Cohen & Company that are reasonably related to the performance of the audit of the Fund’s financial statements and are not included in Audit Fees was $0.

Tax Fees

The aggregate fees billed for the fiscal year ended December 31, 2023 and through December 1, 2024 of the fiscal year ended December 31, 2024 for professional services rendered by Deloitte for tax compliance, tax advice, and tax planning was $4,799 and $0, respectively. These fees are comprised of fees relating to income tax return preparation fees, excise tax return preparation fees and review of dividend distribution calculation fees. The aggregate fees billed from December 2, 2024 for the fiscal year ended December 31, 2024 for professional services rendered by Cohen & Company for tax compliance, tax advice, and tax planning was $5,000. These fees are comprised of fees relating income tax return preparation fees, excise tax return preparation fees and review of dividend distribution calculation fees.

All Other Fees

The aggregate fees billed for the fiscal year ended December 31, 2023 and through December 1, 2024 of the fiscal year ended December 31, 2024 for products and services provided by Deloitte, other than the services reported above, was $0 and $0, respectively. The aggregate fees billed from December 2, 2024 for the fiscal year end December 31, 2024 for products and services provided by Cohen & Company, other than the services reported above, was $0.

Aggregate Non-Audit Fees

The aggregate non-audit fees billed by the Fund’s accountants for services rendered to the Fund, and rendered to the Fund’s investment adviser, and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the Fund for the last two fiscal years ended December 31, 2023 and December 31, 2024 was $0 and $0, respectively. For the fiscal year ended December 31, 2023 and through December 1, 2024 of fiscal year ended December 31, 2024, Deloitte & Touche LLP did not bill the Fund for products and services other than the services reported above. From December 2, 2024 for the fiscal year ended December 31, 2024, Cohen & Company did not bill the Fund for products and services other than the services reported above.

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Audit Committee’s Pre-Approval Policies and Procedures

For the Fund’s two most recently completed fiscal years ended December 31, 2023 and December 31, 2024, respectively, the Audit Committee approved the engagement of the Fund’s independent registered public accounting firm to provide all audit services. For the Fund’s two most recently completed fiscal years ended December 31, 2023 and December 31, 2024, no other services were provided by the Fund’s independent registered public accounting firm to the Fund, the Fund’s investment adviser or any entity controlling, controlled by, or under common control with the Fund’s investment adviser that provides ongoing services to the Fund.

For the Fund’s two most recently completed fiscal years ended December 31, 2023 and December 31, 2024, none of the services described above were approved by the Audit Committee pursuant to the pre-approval exception under Rule 2-01(c)(7)(i)(C) of Regulation S-X promulgated by the SEC.

Delinquent Section 16(a) Reports

Section 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Section 30(h) of the 1940 Act require the Fund’s officers and Trustees, certain officers of the Adviser, affiliated persons of the Adviser, and persons who beneficially own more than ten percent of the Fund’s shares to file certain reports of ownership (“Section 16 filings”) with the SEC. Based upon the Fund’s review of such Section 16 filings, the Fund believes that for its fiscal year ended December 31, 2024, all filings applicable to such persons were completed and filed on time and in good order.

Principal Shareholders

To the knowledge of the Fund, no person beneficially owns more than 5% of any class of equity securities of the Fund as of the Record Date, based on the Fund’s review of Schedule 13D, Schedule 13G and other regulatory filings.

Delaware Statutory Trust Act — Control Share Acquisitions

Because the Fund is organized as a Delaware statutory trust, it is subject to the control share acquisition statute (the “Control Share Statute”) contained in Subchapter III of the Delaware Statutory Trust Act (the “DSTA”), which became automatically applicable to listed closed-end funds, such as the Fund, upon its effective date of August 1, 2022 (the “Effective Date”).

The Control Share Statute provides for a series of voting power thresholds above which shares are considered control shares. These thresholds are:

• 10% or more, but less than 15% of all voting power;

• 15% or more, but less than 20% of all voting power;

• 20% or more, but less than 25% of all voting power;

• 25% or more, but less than 30% of all voting power;

• 30% or more, but less than a majority of all voting power; or

• A majority of all voting power.

Voting power is defined by the Control Share Statute as the power to directly or indirectly exercise or direct the exercise of the voting power of Fund shares in the election of Trustees. Whether a voting power threshold is met is determined by aggregating the holdings of the acquirer as well as those of its “associates,” as defined by the Control Share Statute.

Once a threshold is reached, an acquirer has no voting rights under the DSTA or the governing documents of the Fund with respect to Shares acquired in excess of that threshold (i.e. the “control shares”) unless approved by shareholders or exempted by the Board of Trustees. Approval by shareholders requires the affirmative vote of two-thirds of all votes entitled to be cast on the matter, excluding Shares held by the acquirer and its associates as well as Shares held by certain insiders of the Fund. The Control Share Statute provides procedures for an acquirer to request

15

a shareholder meeting for the purpose of considering whether voting rights shall be accorded to control shares. Further approval by the Fund’s shareholders would be required with respect to additional acquisitions of control shares above the next applicable threshold level.

The Control Share Statute effectively allows non-interested shareholders to evaluate the intentions and plans of an acquiring person above each threshold level.

Alternatively, the Board of Trustees is permitted, but not obligated, to exempt specific acquisitions or classes of acquisitions of control shares, either in advance or retroactively. As of the date hereof, the Board of Trustees has not exempted, and has no present intention to exempt, any acquisition of class of acquisitions.

The Control Share Statute does not retroactively apply to acquisitions of Shares that occurred prior to the Effective Date. However, such Shares will be aggregated with any shares acquired after the Effective Date for purposes of determining whether a voting power threshold is exceeded, resulting in the newly acquired Shares constituting control shares.

The Control Share Statute requires shareholders to disclose to the Fund any control share acquisition within 10 days of such acquisition and, upon request, to provide any information that the Board of Trustees reasonably believes is necessary or desirable to determine whether a control share acquisition has occurred.

The Board of Trustees has considered the Control Share Statute and the uncertainty around the general application under the 1940 Act of state control share statutes and enforcement of state control share statutes. The Board intends to continue to monitor developments relating to the Control Share Statute and state control share statutes generally.

Some uncertainty around the general application under the 1940 Act of state control share statutes exists as a result of recent federal and state court decisions that have found that certain control share by-laws and the opting in to certain state control share statutes violated the 1940 Act. Additionally, in some circumstances uncertainty may also exist in how to enforce the control share restrictions contained in state control share statutes against beneficial owners who hold their shares through financial intermediaries.

The foregoing is only a summary of certain aspects of the Control Share Statute. Shareholders should consult their own legal counsel to determine the application of the Control Share Statute with respect to their shares of the Fund and any subsequent acquisitions of shares.

Privacy Principles of the Fund

The Fund is committed to maintaining the privacy of its shareholders and to safeguarding their non-public, personal information. The following information is provided to help you understand what personal information the Fund collects, how the Fund protects that information and why, in certain cases, the Fund may share information with select other parties.

Generally, the Fund does not receive any non-public personal information relating to its shareholders, although certain non-public, personal information of its shareholders may become available to the Fund. The Fund does not disclose any non-public, personal information about its shareholders or former shareholders to anyone, except as permitted by law or as is necessary in order to service shareholder accounts (for example, to a transfer agent or third-party administrator).

The Fund restricts access to non-public, personal information about its shareholders to employees of the Adviser and its delegates and affiliates with a legitimate business need for the information. The Fund maintains physical, electronic and procedural safeguards designed to protect the non-public, personal information of its shareholders.

Deadline for Shareholder Proposals

The Fund’s by-laws require compliance with certain procedures for a shareholder to properly make a nomination for election as a Trustee or to propose other business for the Fund. If a shareholder who is entitled to do so under the by-laws wishes to nominate a person or persons for election as a Trustee or propose other business for the Fund, that shareholder must provide a written notice to the Secretary of the Fund at the Fund’s principal executive offices. Such notice must include certain information about the proponent and the proposal, or in the case of a nomination, the

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nominee. A copy of the by-laws, which include the provisions regarding the requirements for shareholder nominations and proposals, may be obtained by writing to the Secretary of the Fund, c/o XA Investments LLC, 321 North Clark Street, Suite 2430, Chicago, Illinois 60654. Any shareholder considering making a nomination or other proposal should carefully review and comply with those provisions of the by-laws.

The Fund intends to hold its 2026 annual meeting of shareholders on or about June 4, 2026, and expects to first send to shareholders proxy materials for the 2026 annual meeting of shareholders on or about May 9, 2025. Shareholder proposals intended for inclusion in the Fund’s proxy statement in connection with the Fund’s 2026 annual meeting of shareholders pursuant to Rule 14a-8 under the Exchange Act must be received by the Fund at the Fund’s principal executive offices by January 9, 2026 in order to be considered for inclusion in the Fund’s proxy statement. Timely submission of a proposal does not necessarily mean that such proposal will be included in the Fund’s proxy statement.

A proposal, other than a proposal submitted pursuant to Rule 14a-8, must be received by the Fund’s Secretary at the Fund’s principal executive offices not earlier than February 4, 2026 and not later than March 6, 2026 (which is also the date after which shareholder nominations and proposals made outside of Rule 14a-8 under the Exchange Act would not be considered “timely” within the meaning of Rule 14a-4(c) under the Exchange Act). If a proposal is not “timely” within the meaning of Rule 14a-4(c), then the persons named as proxies in the proxies solicited by the Board for the 2026 annual meeting of shareholders may exercise discretionary voting power with respect to any such proposal.

Expenses of Proxy Solicitation

The cost of soliciting proxies will be borne by the Fund. Certain officers of the Fund and certain officers and employees of the Adviser (none of whom will receive additional compensation therefore), may solicit proxies by telephone, mail, e-mail and personal interviews. Brokerage houses, banks and other fiduciaries may be requested to forward proxy solicitation material to their principals to obtain authorization for the execution of proxies and will be reimbursed by the Fund for such out-of-pocket expenses.

Other Matters

The management of the Fund knows of no other matters that are to be brought before the Annual Meeting. However, if any other matters not now known properly come before the Annual Meeting, it is the intention of the persons named in the enclosed form of proxy to vote such proxy in accordance with their judgment on such matters.

Failure of a quorum to be present at the Annual Meeting may result in an adjournment. The chairperson of the Annual Meeting may move for an adjournment to permit further solicitation of proxies if the chair determines that adjournment and further solicitation are reasonable and in the best interests of shareholders. Any adjourned meeting or meetings may be held without the necessity of another notice. For purposes of determining the presence of a quorum, abstentions and broker non-votes will be treated as shares that are present at the meeting.

Please vote promptly by signing and dating each enclosed proxy card and returning it in the accompanying postage-paid return envelope or by following the enclosed instructions to vote by telephone or over the Internet.

July 8, 2025

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XAI MADISON EQUITY PREMIUM INCOME FUND PO Box 43131 Providence, RI 02940-3131 Please detach at perforation before mailing. PROXY XAI MADISON EQUITY PREMIUM INCOME FUND ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON AUGUST 12, 2025 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES. Benjamin D. McCulloch and Kimberly Ann Flynn (the “Proxyholders”), or any of them, each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Annual Meeting of Shareholders of the XAI Madison Equity Premium Income Fund (the “Fund”), to be held on Tuesday, August 12, 2025 at 9:00 a.m., Central time at the offices of XA Investments LLC, 321 N. Clark Street, Suite 2430, Chicago, IL 60606, and any adjournments or postponements thereof. Shares represented by this proxy card when properly executed will be voted in the manner directed herein by the shareholder, and in the discretion of such proxies, upon any and all other matters as may properly come before the Annual Meeting or any adjournment or postponement thereof. If no direction is made, on a properly executed card, this proxy will be voted “FOR” the election of the named Trustees nominees. If a Trustee nominee for any reason is unable or unwilling to serve, the Proxyholders will vote for the election of such other person as they may consider qualified. The shareholder hereby acknowledges receipt of this Notice of Annual Meeting and Proxy Statement for the Annual Meeting to be held on August 12, 2025. MCN_34632_062725 PLEASE MARK, SIGN, AND DATE ON THE REVERSE SIDE AND RETURN THE PROXY CARD USING THE ENCLOSED ENVELOPE. xxxxxxxxxxxxxx code

EVERY SHAREHOLDER’S VOTE IS IMPORTANT Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be Held on August 12, 2025. The Proxy Statement for this meeting is available at: https://www.proxy-direct.com/mcn-34632 Please detach at perforation before mailing. TO VOTE, MARK BOXES BELOW IN BLUE OR BLACK AS SHOWN IN THIS EXAMPLE: X Proposals THE BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE FOR THE NOMINEES LISTED BELOW: 1. Election of Trustees: FOR WITHHOLD 01. Gregory G. Dingens * 02. Philip G. Franklin * *Class II Trustees of the XAI Madison Equity Premium Income Fund to serve until the Fund’s 2028 Annual Meeting of Shareholders or until their successors shall have been elected and qualified. 2. To transact such other business as may properly come before the Annual Meeting or any adjournments, postponements or delays thereof. Authorized Signatures ─ This section must be completed for your vote to be counted.─ Sign and Date Below Note: Please sign exactly as your name(s) appear(s) on this proxy card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature. Date (mm/dd/yyyy) ─ Please print date below Signature 1 ─ Please keep signature within the box Signature 2 ─ Please keep signature within the box Scanner bar code xxxxxxxxxxxxxx MCN 34632 xxxxxxxx

FAQ

What did Iron Mountain (IRM) disclose in its latest Form 4?

IRM reported that director Doyle R. Simons acquired a total of 688.895 phantom shares on 3 and 7 July 2025 under the board’s deferred compensation plan.

How many Iron Mountain phantom shares does Director Simons now hold?

After the reported transactions, Simons holds 44,369.762 phantom shares linked to IRM common stock.

Were these insider transactions open-market purchases?

No. The acquisitions were plan-based credits within the Directors Deferred Compensation Plan, not discretionary market buys.

What price range is associated with the reported phantom stock transactions?

Footnotes cite weighted-average prices of $100.56 and $100.601, derived from trades between $100.419 – $100.624 per share.

Does the Form 4 signal a change in Iron Mountain’s outlook?

Because the activity is routine compensation-related, it is generally viewed as neutral with minimal impact on the company’s outlook.