N-Q 1 mcnnq03312017.htm N-Q Document


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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC  20549
 
FORM N-Q
 
QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED
MANAGEMENT INVESTMENT COMPANY
 
Investment Company Act file number 811-21582
 
Madison Covered Call & Equity Strategy Fund
(Exact name of registrant as specified in charter)
 
550 Science Drive, Madison, WI  53711
(Address of principal executive offices)(Zip code)
 
Kevin S. Thompson
Chief Legal Officer
Madison Asset Management, LLC
550 Science Drive
Madison, WI 53711
(Name and address of agent for service)
 
Registrant's telephone number, including area code:  608-274-0300
 
Date of fiscal year end:  December 31
 
Date of reporting period:  March 31, 2017
 
Form N-Q is to be used by management investment companies, other than small business investment companies registered on Form N-5 (ss 239.24 and 274.5 of this chapter), to file reports with the Commission, not later than 60 days after the close of the first and third fiscal quarters, pursuant to rule 30b1-5 under the Investment Company Act of 1940 (17 CFR 270.30b1-5).  The Commission may use the information provided on Form N-Q in its regulatory, disclosure review, inspection, and policymaking roles.
 
A registrant is required to disclose the information specified by Form N-Q, and the Commission will make this information public.  A registrant is not required to respond to the collection of information contained in Form N-Q unless the Form displays a currently valid Office of Management and Budget ("OMB") control number.  Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to the Secretary, Securities and Exchange Commission, 100 F Street, NE, Washington, DC  20549-0609.  The OMB has reviewed this collection of information under the clearance requirements of
44 U.S.C. s 3507.
 





Madison Funds  | March 31, 2017
 
 
 
Covered Call & Equity Strategy Fund Portfolio of Investments (unaudited)


Item 1.  Schedule of Investments.
 
Shares
Value (Note 1)
 
COMMON STOCKS - 86.4%
 
 
 
Consumer Discretionary - 8.6%
 
 
 
Discovery Communications Inc., Class C * (A)
120,300
$3,405,693
 
Dollar General Corp. (A)
51,700
3,605,041
 
General Motors Co. (A)
151,400
5,353,504
 
TJX Cos. Inc./The (A)
20,600
1,629,048
 
 
 
13,993,286
 
Consumer Staples - 5.0%
 
 
 
CVS Health Corp. (A)
38,900
3,053,650
 
Diageo PLC, ADR (A)
15,800
1,826,164
 
JM Smucker Co./The (A)
24,400
3,198,352
 
 
 
8,078,166
 
Energy - 13.4%
 
 
 
Apache Corp. (A)
56,700
2,913,813
 
Baker Hughes Inc. (A)
71,400
4,271,148
 
Marathon Petroleum Corp. (A)
92,200
4,659,788
 
National Oilwell Varco Inc. (A)
63,500
2,545,715
 
Occidental Petroleum Corp. (A)
48,300
3,060,288
 
Range Resources Corp. (A)
149,600
4,353,360
 
 
 
21,804,112
 
Financials - 6.7%
 
 
 
Bank of America Corp. (A)
107,100
2,526,489
 
JPMorgan Chase & Co. (A)
19,000
1,668,960
 
State Street Corp. (A)
34,200
2,722,662
 
T. Rowe Price Group Inc. (A)
57,060
3,888,639
 
 
 
10,806,750
 
Health Care - 13.5%
 
 
 
Agilent Technologies Inc. (A)
19,600
1,036,252
 
Baxter International Inc. (A)
87,800
4,553,308
 
Biogen Inc. * (A)
12,100
3,308,382
 
Cerner Corp. * (A)
65,500
3,854,675
 
Express Scripts Holding Co. * (A)
55,000
3,625,050
 
Gilead Sciences Inc. (A)
61,300
4,163,496
 
McKesson Corp. (A)
9,700
1,438,122
 
 
 
21,979,285
 
Industrials - 5.6%
 
 
 
FedEx Corp. (A)
29,300
5,717,895
 
United Technologies Corp. (A)
30,000
3,366,300
 
 
 
9,084,195
 
Information Technology - 19.4%
 
 
 
Alphabet Inc., Class C * (A)
3,100
2,571,636
 
Apple Inc. (A)
17,400
2,499,684
 
Ciena Corp. * (A)
120,200
2,837,922
 

See accompanying Notes to Portfolios of Investments.
1

Madison Funds  | March 31, 2017
 
 
 
Covered Call & Equity Strategy Fund Portfolio of Investments (unaudited)


Intel Corp. (A)
86,100
3,105,627
 
Microsoft Corp. (A)
38,200
2,515,852
 
Nuance Communications Inc. *
147,400
2,551,494
 
Oracle Corp. (A)
48,000
2,141,280
 
PayPal Holdings Inc. * (A)
110,900
4,770,918
 
QUALCOMM Inc. (A)
84,600
4,850,964
 
Visa Inc., Class A (A)
18,700
1,661,869
 
Xilinx Inc. (A)
35,300
2,043,517
 
 
 
31,550,763
 
Materials - 3.2%
 
 
 
Dow Chemical Co./The (A)
11,800
749,772
 
EI du Pont de Nemours & Co. (A)
56,000
4,498,480
 
 
 
5,248,252
 
Real Estate - 5.3%
 
 
 
American Tower Corp. (A)
43,600
5,299,144
 
Weyerhaeuser Co. (A)
98,500
3,347,030
 
 
 
8,646,174
 
Telecommunication Service - 3.1%
 
 
 
T-Mobile U.S. Inc. * (A)
78,800
5,089,692
 
Utilities - 2.6%
 
 
 
NRG Energy Inc. (A)
229,600
4,293,520
 
 
Total Common Stocks
( Cost $146,650,417 )
140,574,195
 
INVESTMENT COMPANIES - 7.2%
 
 
 
PowerShares DB Gold Fund *
82,800
3,310,344
 
SPDR S&P 500 ETF Trust (A)
14,100
3,323,934
 
SPDR S&P Oil & Gas Exploration & Production ETF (A)
68,200
2,553,408
 
VanEck Vectors Gold Miners ETF
108,600
2,477,166
 
 
Total Investment Companies
( Cost $11,629,051 )
11,664,852
 
SHORT-TERM INVESTMENTS - 1.3%
 
 
 
State Street Institutional U.S. Government Money Market Fund, 0.62%, Premier Class
2,143,366
2,143,366
 
 
Total Short-Term Investments
( Cost $2,143,366 )
2,143,366
 
 
Par Value
 
 
U.S. GOVERNMENT AND AGENCY OBLIGATIONS - 6.1%
 
 
 
U.S. Treasury Bill (B) (C), 0.731%, 6/29/17
$10,000,000
9,982,090
 
 
Total U.S. Government and Agency Obligations
( Cost $9,982,212 )
9,982,090
 
TOTAL INVESTMENTS - 101.0% ( Cost $170,405,046 )
164,364,503
 
NET OTHER ASSETS AND LIABILITIES - 1.1%
1,896,465
 
TOTAL CALL & PUT OPTIONS WRITTEN - (2.1%)
(3,478,587)
 
TOTAL NET ASSETS - 100.0%
$162,782,381
 
 

See accompanying Notes to Portfolios of Investments.
2

Madison Funds  | March 31, 2017
 
 
 
Covered Call & Equity Strategy Fund Portfolio of Investments (unaudited)


 
 
 
 
*
 
Non-income producing.
 
(A)
 
All or a portion of these securities' positions represent covers (directly or through conversion rights) for outstanding options written.
 
(B)
 
Rate noted represents annualized yield at time of purchase.
 
(C)
 
All or a portion of these securities are segregated as collateral for put options written. As of March 31, 2017, the total amount segregated was $9,982,090.
 
ADR
 
American Depositary Receipt.
 
ETF
 
Exchange Traded Fund.
 
PLC
 
Public Limited Company.
 
 
 
 
 
Call Options Written
 
Contracts (100 Shares Per Contract)
 
Expiration Date
 
Strike Price
 
Value (Note 1)
 
Agilent Technologies Inc.
 
196
 
May 2017
 
$
50.00
 
$
(72,030)
 
Alphabet Inc., Class C
 
31
 
May 2017
 
 
840.00
 
 
(55,025)
 
American Tower Corp.
 
190
 
April 2017
 
 
110.00
 
 
(222,300)
 
American Tower Corp.
 
246
 
June 2017
 
 
115.00
 
 
(186,960)
 
Apache Corp.
 
75
 
April 2017
 
 
52.50
 
 
(5,137)
 
Apache Corp.
 
381
 
April 2017
 
 
65.00
 
 
(762)
 
Apple Inc.
 
174
 
April 2017
 
 
125.00
 
 
(328,425)
 
Baker Hughes Inc.
 
714
 
April 2017
 
 
65.00
 
 
(4,641)
 
Bank of America Corp.
 
701
 
April 2017
 
 
24.00
 
 
(29,092)
 
Bank of America Corp.
 
370
 
May 2017
 
 
24.00
 
 
(26,270)
 
Baxter International Inc.
 
265
 
May 2017
 
 
47.50
 
 
(125,875)
 
Baxter International Inc.
 
483
 
May 2017
 
 
52.50
 
 
(44,678)
 
Biogen Inc.
 
121
 
April 2017
 
 
310.00
 
 
(4,840)
 
Cerner Corp.
 
325
 
June 2017
 
 
57.50
 
 
(110,500)
 
Cerner Corp.
 
330
 
June 2017
 
 
60.00
 
 
(69,300)
 
Ciena Corp.
 
400
 
June 2017
 
 
25.00
 
 
(40,800)
 
CVS Health Corp.
 
195
 
May 2017
 
 
80.00
 
 
(20,865)
 
Diageo PLC
 
158
 
April 2017
 
 
110.00
 
 
(91,640)
 
Discovery Communications Inc., Class C
 
146
 
June 2017
 
 
30.00
 
 
(10,585)
 
Dollar General Corp.
 
127
 
May 2017
 
 
75.00
 
 
(6,985)
 
Dollar General Corp.
 
260
 
May 2017
 
 
77.50
 
 
(6,500)
 
Dow Chemical Co./The
 
118
 
June 2017
 
 
65.00
 
 
(17,877)
 
EI du Pont de Nemours & Co.
 
147
 
May 2017
 
 
82.50
 
 
(19,330)
 
EI du Pont de Nemours & Co.
 
413
 
July 2017
 
 
82.50
 
 
(103,250)
 
Express Scripts Holding Co.
 
37
 
April 2017
 
 
75.00
 
 
(425)
 
Express Scripts Holding Co.
 
240
 
May 2017
 
 
67.50
 
 
(40,080)
 
Express Scripts Holding Co.
 
37
 
May 2017
 
 
75.00
 
 
(481)
 
Express Scripts Holding Co.
 
236
 
June 2017
 
 
67.50
 
 
(53,454)
 
FedEx Corp.
 
171
 
April 2017
 
 
200.00
 
 
(20,862)
 

See accompanying Notes to Portfolios of Investments.
3

Madison Funds  | March 31, 2017
 
 
 
Covered Call & Equity Strategy Fund Portfolio of Investments (unaudited)


FedEx Corp.
 
122
 
May 2017
 
 
200.00
 
 
(35,075)
 
General Motors Co.
 
316
 
May 2017
 
 
36.00
 
 
(30,336)
 
General Motors Co.
 
500
 
June 2017
 
 
36.00
 
 
(60,500)
 
General Motors Co.
 
638
 
June 2017
 
 
39.00
 
 
(22,330)
 
General Motors Co.
 
60
 
June 2017
 
 
40.00
 
 
(1,200)
 
Gilead Sciences Inc.
 
303
 
May 2017
 
 
70.00
 
 
(42,572)
 
Gilead Sciences Inc.
 
310
 
May 2017
 
 
75.00
 
 
(11,005)
 
Intel Corp.
 
677
 
May 2017
 
 
37.00
 
 
(31,142)
 
Intel Corp.
 
48
 
June 2017
 
 
37.00
 
 
(3,120)
 
JM Smucker Co./The
 
244
 
April 2017
 
 
140.00
 
 
(305)
 
JPMorgan Chase & Co.
 
190
 
April 2017
 
 
90.00
 
 
(11,020)
 
Marathon Petroleum Corp.
 
567
 
April 2017
 
 
52.50
 
 
(22,680)
 
Marathon Petroleum Corp.
 
102
 
April 2017
 
 
55.00
 
 
(1,275)
 
Marathon Petroleum Corp.
 
253
 
June 2017
 
 
52.50
 
 
(41,745)
 
McKesson Corp.
 
97
 
May 2017
 
 
160.00
 
 
(14,065)
 
Microsoft Corp.
 
382
 
June 2017
 
 
67.50
 
 
(45,649)
 
National Oilwell Varco Inc.
 
320
 
May 2017
 
 
41.00
 
 
(45,600)
 
NRG Energy Inc.
 
345
 
May 2017
 
 
19.00
 
 
(31,050)
 
NRG Energy Inc.
 
650
 
June 2017
 
 
18.00
 
 
(105,625)
 
NRG Energy Inc.
 
445
 
June 2017
 
 
19.00
 
 
(47,838)
 
Occidental Petroleum Corp.
 
226
 
May 2017
 
 
72.50
 
 
(1,469)
 
Oracle Corp.
 
480
 
April 2017
 
 
41.00
 
 
(178,800)
 
PayPal Holdings Inc.
 
589
 
April 2017
 
 
42.00
 
 
(82,460)
 
PayPal Holdings Inc.
 
520
 
April 2017
 
 
43.00
 
 
(39,520)
 
QUALCOMM Inc.
 
285
 
April 2017
 
 
55.00
 
 
(82,650)
 
QUALCOMM Inc.
 
300
 
April 2017
 
 
57.50
 
 
(39,000)
 
QUALCOMM Inc.
 
261
 
May 2017
 
 
60.00
 
 
(21,663)
 
Range Resources Corp.
 
500
 
May 2017
 
 
30.00
 
 
(62,500)
 
SPDR S&P 500 ETF Trust
 
141
 
April 2017
 
 
235.00
 
 
(34,898)
 
SPDR S&P Oil & Gas Exploration & Production ETF
 
80
 
May 2017
 
 
38.00
 
 
(9,640)
 
SPDR S&P Oil & Gas Exploration & Production ETF
 
340
 
June 2017
 
 
38.00
 
 
(57,970)
 
State Street Corp.
 
75
 
May 2017
 
 
80.00
 
 
(19,425)
 
State Street Corp.
 
267
 
May 2017
 
 
85.00
 
 
(22,962)
 
T-Mobile U.S. Inc.
 
191
 
April 2017
 
 
62.50
 
 
(55,390)
 
T-Mobile U.S. Inc.
 
597
 
May 2017
 
 
65.00
 
 
(183,578)
 
T. Rowe Price Group Inc.
 
285
 
April 2017
 
 
75.00
 
 
(1,425)
 
T. Rowe Price Group Inc.
 
58
 
May 2017
 
 
70.00
 
 
(6,815)
 
T. Rowe Price Group Inc.
 
141
 
July 2017
 
 
70.00
 
 
(27,847)
 
T. Rowe Price Group Inc.
 
86
 
July 2017
 
 
75.00
 
 
(5,160)
 
TJX Cos. Inc./The
 
206
 
April 2017
 
 
77.50
 
 
(43,260)
 
United Technologies Corp.
 
300
 
May 2017
 
 
115.00
 
 
(30,300)
 
Visa Inc., Class A
 
187
 
May 2017
 
 
90.00
 
 
(34,221)
 
Weyerhaeuser Co.
 
330
 
May 2017
 
 
34.00
 
 
(35,475)
 
Xilinx Inc.
 
180
 
May 2017
 
 
62.50
 
 
(10,260)
 

See accompanying Notes to Portfolios of Investments.
4

Madison Funds  | March 31, 2017
 
 
 
Covered Call & Equity Strategy Fund Portfolio of Investments (unaudited)


Xilinx Inc.
 
173
 
June 2017
 
 
62.50
 
 
(14,618)
 
 
Total Call Options Written ( Premiums received $3,112,318 )
$
(3,424,407)
 
 
 
 
 
Put Options Written
 
 
 
 
 
 
 
 
 
Apache Corp.
 
260
 
April 2017
 
 
52.50
 
 
(51,870)
 
Celgene Corp.
 
210
 
April 2017
 
 
110.00
 
 
(2,310)
 
 
Total Put Options Written ( Premiums received $125,134 )
$
(54,180)
 
 
Total Options Written, at Value ( Premiums received $3,237,452 )
$
(3,478,587)
 


See accompanying Notes to Portfolios of Investments.
5

Madison Funds  |  March 31, 2017
 
 
 
Madison Covered Call & Equity Strategy Fund Notes to Portfolio of Investments (unaudited)


1. Portfolio Valuation: Madison Covered Call & Equity Strategy Fund (the "Fund") values securities traded on a national securities exchange are valued at their closing sale price, except for securities traded on the National Association of Securities Dealers Automated Quotation System ("NASDAQ"), which are valued at the NASDAQ official closing price ("NOCP"), and options, which are valued at the mean between the best bid and best ask price across all option exchanges. Debt securities having maturities of 60 days or less are valued at amortized cost, which approximates market value. Debt securities having longer maturities, are valued on the basis of the last available bid prices or current market quotations provided by dealers or pricing services approved by the Fund. Mutual funds are valued at their Net Asset Value ("NAV"). Securities for which market quotations are not readily available are valued at their fair value as determined in good faith under procedures approved by the Board of Trustees.

At times, the Fund maintains cash balances at financial institutions in excess of federally insured limits. The Fund monitors this credit risk and has not experienced any losses related to this risk.

2. Fair Value Measurements: The Fund has adopted Financial Accounting Standards Board ("FASB") applicable guidance on fair value measurements. Fair value is defined as the price that each fund would receive upon selling an investment in a timely transaction to an independent buyer in the principal or most advantageous market of the investment. A three-tier hierarchy is used to maximize the use of observable market data "inputs" and minimize the use of unobservable "inputs" and to establish classification of fair value measurements for disclosure purposes. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk (for example, the risk inherent in a particular valuation technique used to measure fair value including such a pricing model and/or the risk inherent in the inputs to the valuation technique). Inputs may be observable or unobservable.

Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs are inputs that reflect the reporting entity's own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available under the circumstances. The three-tier hierarchy of inputs is summarized in the three broad Levels listed below:

Level 1 - unadjusted quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rate volatilities, prepayment speeds, credit risk, benchmark yields, transactions, bids, offers, new issues, spreads and other relationships observed in the markets among comparable securities, underlying equity of the issuer; and proprietary pricing models such as yield measures calculated using factors such as cash flows, financial or collateral performance and other reference data, etc.)

Level 3 - significant unobservable inputs (including the Fund's own assumptions in determining the fair value of investments)

The valuation techniques used by the Fund to measure fair value for the period ended March 31, 2017, maximized the use of observable inputs and minimized the use of unobservable inputs.

There were no transfers between classification levels during the period ended March 31, 2017. As of and during the period ended March 31, 2017, the Fund did not hold securities deemed as a Level 3.

The following is a summary of the inputs used as of March 31, 2017, in valuing the Fund's investments carried at fair value:


See accompanying Notes to Portfolio of Investments.
6

Madison Funds  |  March 31, 2017
 
 
 
Madison Covered Call & Equity Strategy Fund Notes to Portfolio of Investments (unaudited)


 
Fund
 
Quoted Prices in Active Markets for Identical Investments (Level 1)
 
Significant Other Observable Inputs (Level 2)
 
Significant Unobservable Inputs (Level 3)
 
Value at 3/31/17
Assets1
 
 
 
 
 
 
 
 
 
 
 
Common Stocks
 
$
140,574,195
 
 
$
 
 

 
$
140,574,195
 
 
Investment Companies
 
11,664,852
 
 
 
 

 
11,664,852
 
 
Short-Term Investments
 
2,143,366
 
 
 
 

 
2,143,366
 
 
U.S. Government and Agency Obligations
 
 
 
9,982,090
 
 

 
9,982,090
 
 
 
$
154,382,413
 
 
$
9,982,090
 
 
$

 
$
164,364,503
 
Liabilities
 
Options Written
 
$
(3,478,587
)
 
$
 
 
$

 
$
(3,478,587
)

1 Please see the Portfolio of Investments for a listing of all securities within each category.
 
Derivatives: The FASB issued guidance intended to enhance financial statement disclosure for derivative instruments and hedging activities and enable investors to understand: a) how and why a fund uses derivative investments, b) how derivative instruments and related hedge fund items are accounted for, and c) how derivative instruments and related hedge items affect a fund's financial position, results of operations and cash flows.

The following table presents the types of derivatives in the Fund and their effect:
Derivatives not
accounted for as
hedging instruments
Equity contracts -
 
Options written
$
(3,478,587
)

3. Federal Income Taxes: Information on the tax components of investments, excluding option contracts, as of March 31, 2017, is as follows:
 
Cost
$
170,405,046

 
Gross appreciation
 
        3,859,669

 
 
Gross depreciation
 
      (9,900,212)

 
 
Net depreciation
 
$
(6,040,543
)
 
 
4. Discussion of Risks: Please see the Fund's prospectus for a complete discussion of risks associated with investing in the Fund.
 
Equity Risk. The value of the securities held by the Fund may decline due to general market and economic conditions, perceptions regarding the industries in which the issuers of securities held by the Fund participate, or factors relating to specific companies in which the Fund invests.
 
Option Risk. There are several risks associated with transactions in options on securities. For example, there are significant differences between the securities and options markets that could result in an imperfect correlation between these markets, causing a given transaction not to achieve its objectives. A decision as to whether, when and how to use options involves the exercise of skill and judgment, and even a well-conceived transaction may be unsuccessful to some degree because of market behavior or unexpected events.

Derivatives Risk. The risk that loss may result from investments in options, forwards, futures, swaps and other derivatives instruments. These instruments may be illiquid, difficult to price and leveraged so that small changes in the value of the underlying instruments may produce disproportionate losses to the fund. Derivatives are also subject to counterparty risk, which is the risk that the other party to the transaction will not fulfill its contractual obligations. In December 2015, the SEC proposed new regulations relating to a mutual fund’s use of derivatives and related instruments. If these or other regulations are adopted, they could significantly limit or impact a fund’s ability to invest

See accompanying Notes to Portfolio of Investments.
7

Madison Funds  |  March 31, 2017
 
 
 
Madison Covered Call & Equity Strategy Fund Notes to Portfolio of Investments (unaudited)


in derivatives or other instruments and adversely affect such fund’s performance and ability to pursue its investment objective.

As the writer of a covered call option, the Fund forgoes, during the option's life, the opportunity to profit from increases in the market value of the security covering the call option above the sum of the premium and the strike price of the call, but retains the risk of loss should the price of the underlying security decline. The writer of an option has no control over the time when it may be required to fulfill its obligation as a writer of the option. Once an option writer has received an exercise notice, it cannot effect a closing purchase transaction in order to terminate its obligation under the option and must deliver the underlying security at the exercise price.
 
When the Fund writes covered put options, it bears the risk of loss if the value of the underlying stock declines below the exercise price. If the option is exercised, the Fund could incur a loss if it is required to purchase the stock underlying the put option at a price greater than the market price of the stock at the time of exercise. While the Fund's potential gain in writing a covered put option is limited to the interest earned on the liquid assets securing the put option plus the premium received from the purchaser of the put option, the Fund risks a loss equal to the entire value of the stock.
 
Foreign Investment Risk. Investing in non-U.S. issuers may involve unique risks such as currency, political, and economic risks, as well as lower market liquidity, generally greater market volatility and less complete financial information than for U.S. issuers.
 
Mid-Cap Company Risk. Mid-Cap companies often are newer or less established companies than larger companies. Investments in mid-cap companies carry additional risks because earnings of these companies tend to be less predictable; they often have limited product lines, markets, distribution channels or financial resources; and the management of such companies may be dependent upon one or a few key people. The market movements of equity securities of mid-cap companies may be more abrupt or erratic than the market movements of equity securities of larger, more established companies or the stock market in general.
 
Industry Concentration Risk. To the extent that the Fund makes substantial investments in a single industry, the Fund will be more susceptible to adverse economic or regulatory occurrences affecting those sectors.
 
Fund Distribution Risk. In order to make regular quarterly distributions on its common shares, the Fund may have to sell a portion of its investment portfolio at a time when independent investment judgment may not dictate such action. In addition, the Fund's ability to make distributions more frequently than annually from any net realized capital gains by the Fund is subject to the Fund obtaining exemptive relief from the Securities and Exchange Commission, which cannot be assured. To the extent the total quarterly distributions for a year exceed the Fund's net investment company income and net realized capital gain for that year, the excess will generally constitute a return of the Fund's capital to its common shareholders. Such return of capital distributions generally are tax-free up to the amount of a common shareholder's tax basis in the common shares (generally, the amount paid for the common shares). In addition, such excess distributions will decrease the Fund's total assets and may increase the Fund's expense ratio.
 
Financial Leverage Risk. The Fund is authorized to utilize leverage through the issuance of preferred shares and/ or the Fund may borrow or issue debt securities for financial leveraging purposes and for temporary purposes such as settlement of transactions. Although the use of any financial leverage by the Fund may create an opportunity for increased net income, gains and capital appreciation for common shares, it also results in additional risks and can magnify the effect of any losses. If the income and gains earned on securities purchased with financial leverage proceeds are greater than the cost of financial leverage, the Fund's return will be greater than if financial leverage had not been used. Conversely, if the income or gain from the securities purchased with such proceeds does not cover the cost of financial leverage, the return to the Fund will be less than if financial leverage had not been used. Financial leverage also increases the likelihood of greater volatility of the NAV and market price of, and dividends on, the common shares than a comparable portfolio without leverage.
 
Recent Market Developments Risk. Global and domestic financial markets have periodically experienced periods of unprecedented turmoil. Recently, markets have witnessed more stabilized economic activity as expectations for an economic recovery increased. However, risks to a robust resumption of growth persist. Continuing uncertainty as to the status of the euro and European Monetary Union has created significant volatility in currency and financial markets generally. A return to unfavorable economic conditions or sustained economic slowdown could adversely impact the Fund's portfolio. Financial market conditions, as well as various social and political tensions in the United States and around the world, may contribute to increased market volatility and have long-term effects on the United States and worldwide financial markets and cause further economic uncertainties or deterioration in the United States and worldwide. The Fund's Investment Adviser does not know how long the financial markets will continue to be affected

See accompanying Notes to Portfolio of Investments.
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Madison Funds  |  March 31, 2017
 
 
 
Madison Covered Call & Equity Strategy Fund Notes to Portfolio of Investments (unaudited)


by these events and cannot predict the effects of these or similar events in the future on the United States and global economies and securities markets.
 
Cybersecurity Risk. The Fund is also subject to cybersecurity risk, which includes the risks associated with computer systems, networks and devices to carry out routine business operations. These systems, networks and devices employ a variety of protections that are designed to prevent cyberattacks. Despite the various cyber protections utilized by the Fund, the Investment Adviser, and other service providers, their systems, networks, or devices could potentially be breached. The Fund, its shareholders, and the Investment Adviser could be negatively impacted as a result of a cybersecurity breach. The Fund cannot control the cybersecurity plans and systems put in place by service providers or any other third parties whose operations may affect the Fund. The Fund does monitor this risk closely.
 
Additional Risks. While investments in securities have been keystones in wealth building and management, at times these investments have produced surprises. Those who enjoyed growth and income of their investments generally were rewarded for the risks they took by investing in the markets. Although the Investment Adviser seeks to appropriately address and manage the risks identified and disclosed to you in connection with the management of the securities in the Fund, you should understand that the very nature of the securities markets includes the possibility that there may be additional risks of which we are not aware. We certainly seek to identify all applicable risks and then appropriately address them, take appropriate action to reasonably manage them and to make you aware of them so you can determine if they exceed your risk tolerance. Nevertheless, the often volatile nature of the securities markets and the global economy in which we work suggests that the risk of the unknown is something to consider in connection with an investment in securities. Unforeseen events could under certain circumstances produce a material loss of the value of some or all of the securities we manage for you in the Fund.

5. Subsequent Event: On May 24, 2017, the Board of Trustees each of Madison Covered Call & Equity Strategy Fund (“MCN”) and Madison Strategic Sector Premium Fund (“MSP”) approved the reorganization of MSP into MCN, with the anticipation that MCN will be the surviving Fund. Other than the reorganization noted above, no other events have taken place that meet the definition of subsequent event that require adjustment or disclosure.



See accompanying Notes to Portfolio of Investments.
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Item 2. Controls and Procedures.
 
(a) The registrant's principal executive officer and principal financial officer determined that the registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the "Act") are effective, based on their evaluation of these controls and procedures within 90 days of the date of this report based on the evaluation of these controls and procedures required by Rule 30a-3(b) under the Act.  There were no significant changes in the Trust's internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation. The officers identified no significant deficiencies or material weaknesses.
 
(b) There were no changes in the registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the registrant's last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting. 
 
Item 3.  Exhibits.
 
Certifications of principal executive and principal financial officers as required by Rule 30a-2(a) under the Act.


SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
Madison Covered Call & Equity Strategy Fund
 
By: /s/ Kevin S. Thompson            
Kevin S. Thompson, Chief Legal Officer
 
Date: May 25, 2017        
 
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
 
By: /s/ Katherine L. Frank                
  Katherine L. Frank, Principal Executive Officer
 
Date:  May 25, 2017
 
By: /s/ Greg Hoppe                
  Greg Hoppe, Principal Financial Officer
 
Date: May 25, 2017




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