Business Context and Reporting Period
This Form 8-K was filed by XAI Madison Equity Premium Income Fund (the "Fund") on May 14, 2026. The Fund is a Delaware corporation registered under the Investment Company Act of 1940, with its principal executive offices in Chicago, Illinois. The filing reports a significant corporate event regarding the appointment of a new investment sub-adviser and a subsequent name change.
Key Financial Metrics
The filing does not provide specific financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity for the Fund. The document focuses on structural changes to the investment advisory team rather than financial results.
- Investment Advisory Fee: The Fund pays XA Investments, LLC an annual fee of 0.80% of average daily managed assets.
- Sub-Advisory Fees: XA Investments will pay sub-advisory fees to both Madison Asset Management, LLC and PineBridge Investments, LLC based on assets managed by each.
- External Context: PineBridge Investments, LLC, the new sub-adviser, is part of MetLife Investment Management, which reported $741.7 billion in total assets under management as of December 31, 2025.
Material Changes
The Fund has approved the following material changes, subject to shareholder approval:
- New Sub-Adviser: PineBridge Investments, LLC will be added as an investment sub-adviser alongside the current sub-adviser, Madison Asset Management, LLC.
- Strategy Allocation: The Fund will implement a dual-strategy approach:
- Covered Call Equity Strategy: Managed by Madison (anticipated allocation: 70% to 80% of managed assets).
- Preferred Equity Strategy: Managed by PineBridge (anticipated allocation: 20% to 30% of managed assets).
- Name Change: Upon shareholder approval, the Fund's name will change from "XAI Madison Equity Premium Income Fund" to "XAI Equity Premium Income Fund".
- Investment Objective: The primary objective remains providing a high level of current income and gains, with a secondary objective of capital appreciation. This objective will not change.
Guidance, Outlook, and Risks
Management Commentary and Outlook:
- The Board of Trustees, including Independent Trustees, unanimously approved the PineBridge Sub-Advisory Agreement.
- XA Investments will oversee the allocation between the two strategies with input from both sub-advisers.
- Key personnel for the new preferred equity strategy include Vladimir Karloz (Managing Director, PineBridge) and Danny Zoba (Senior Vice President, PineBridge).
Contingencies and Risks:
- Shareholder Approval Required: The changes are contingent upon approval by Fund shareholders. A special meeting is scheduled for or about July 30, 2026.
- Forward-Looking Statements: The filing contains forward-looking statements regarding future allocations and performance. Actual results may differ materially due to market conditions, portfolio performance, and other uncertainties.
- Regulatory Compliance: The PineBridge Sub-Advisory Agreement must be approved by shareholders pursuant to the Investment Company Act of 1940.
Investor Verification Checklist
- Verify the outcome of the shareholder vote scheduled for approximately July 30, 2026, regarding the PineBridge Sub-Advisory Agreement.
- Review the upcoming proxy statement for detailed information on PineBridge's track record, fee structures, and the specific terms of the new agreement.
- Confirm the official name change to "XAI Equity Premium Income Fund" once the shareholder vote is finalized.
- Monitor the actual asset allocation between the covered call and preferred equity strategies once the new agreement becomes effective.
- Check for any updates on the sub-advisory fee arrangements between XA Investments, Madison, and PineBridge in future filings.