OMB
Approval
OMB
Number: 3235-0059
Expires:
January 31, 2008
Estimated
average burden
hours per
response.... 14.
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 [X]
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))
[X]
Definitive Proxy Statement
[
] Definitive Additional Materials
[
] Soliciting Material Pursuant to Section 240.14a-12
Madison
Strategic Sector Premium Fund
(Name of
Registrant As Specified in its Charter)
Payment
of Filing Fee (Check the appropriate box):
[X] No
Fee Required
[
] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
1) Title
of each class of securities to which transaction applies:
2)
Aggregate number of securities to which transaction applies:
3) Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
4)
Proposed maximum aggregate value of transaction:
5) Total
fee paid:
[
] Fee paid previously with preliminary materials.
[
] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount
Previously Paid:
2) Form,
Schedule or Registration Statement No.:
3) Filing
Party:
4) Date
Filed:
Persons
who are to respond to the collection of information contained in this form are
not required to respond unless the form displays a currently valid OMB control
number.
SEC 1913
(04-05)
Madison
Strategic Sector Premium Fund
550
Science Drive
Madison,
WI 53711
Notice
of Annual Meeting of Shareholders
To
be held on July 28, 2010
Notice is
hereby given to the holders of common shares of beneficial interest, par value
$0.01 per share (“Common Shares”), of the Madison Strategic Sector Premium Fund
(the “Fund”) that the annual meeting of shareholders of the Fund (the “Annual
Meeting”) will be held at the offices of the Fund, 550 Science Drive, Madison,
WI 53711, on Wednesday, July 28, 2010, at 3:00 p.m. (Central time). The Annual
Meeting is being held for the following purposes:
1.
|
To
elect two Trustees as Class II Trustees to serve until the Fund's 2013
annual meeting of shareholders or until their successors shall have been
elected and qualified; and
|
2.
|
To
transact such other business as may properly come before the Annual
Meeting or any adjournments or postponements
thereof.
|
THE
BOARD OF TRUSTEES (THE “BOARD”) OF THE FUND, INCLUDING THE INDEPENDENT TRUSTEES,
UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" THE PROPOSAL.
The Board
has fixed the close of business on June 7, 2010 as the record date for the
determination of shareholders entitled to notice of, and to vote at, the Annual
Meeting. We urge you to mark, sign, date, and mail the enclosed proxy in the
postage-paid envelope provided or record your voting instructions via telephone
or the internet so you will be represented at the Annual Meeting.
By order
of the Board of Trustees
(signature)
Holly S.
Baggot, Secretary of the Fund
Madison,
Wisconsin
June 11,
2010
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, please vote by
telephone, internet or mail. If voting by mail, please sign, date and
return the enclosed proxy card in the accompanying postage-paid envelope.
If you attend the Annual Meeting and wish to vote in person, 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. Your vote is extremely important.
No matter how many or how few shares you own, please send in your proxy card (or
vote by telephone or through the internet pursuant to the instructions contained
on the proxy card) today.
Madison
Strategic Sector Premium
Fund Page
1
Annual
Meeting July 28, 2010
Madison
Strategic Sector Premium Fund
Proxy
Statement
For
Annual
Meeting of Shareholders
To
Be Held on July 28, 2010
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 the
Madison Strategic Sector Premium 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 to be held on Wednesday,
July 28, 2010, and any adjournment or postponement thereof (the “Annual
Meeting”). The Annual Meeting will be held at the offices of the Fund, 550
Science Drive, Madison, Wisconsin 53711 at 3:00 p.m. (Central
time).
This
Proxy Statement gives you the information you need to vote on the matters listed
on the accompanying Notice of Annual Meeting of Shareholders (“Notice of Annual
Meeting”). Much of the information in this Proxy Statement is required under
rules of the Securities and Exchange Commission (“SEC”). If there is anything
you don't understand, please contact us at our toll-free number,
800-767-0300.
If you
attend the annual meeting and wish to vote in person, 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.
The
Fund will furnish, without charge, a copy of the Fund's most recent Annual
Report and Semi-Annual Report to any shareholder upon request. Requests should
be directed to Madison Asset Management, LLC, 550 Science Drive, Madison,
Wisconsin 53711, or by calling, toll-free, 800-767-0300.
This
Proxy Statement, the Notice of Annual Meeting and the enclosed proxy card are
first being sent to the Fund’s shareholders on or about June 11,
2010.
·
|
Why
is a shareholder meeting being
held?
|
Because
the common shares of the Fund are listed on the New York Stock Exchange (the
“NYSE”) under the ticker symbol “MSP”, which requires the Fund to hold an annual
meeting of shareholders to elect Trustees each fiscal year.
·
|
What
proposal will be voted on?
|
Shareholders
of the Fund are being asked to elect two Trustees as Class II Trustees (Ms.
Katherine L. Frank and Mr. James R. Imhoff, Jr. are the nominees) to serve until
the Fund’s 2013 annual meeting of shareholders or until their 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 is solicited by the Board for use at the Annual Meeting to be
held on Wednesday, July 28, 2010, and, if the Annual Meeting is adjourned or
postponed, at any later meetings, for the purposes stated in the Notice of
Annual Meeting.
Madison
Strategic Sector Premium
Fund Page
2
Annual
Meeting July 28, 2010
·
|
How
does the Board recommend that shareholders vote on the
proposal?
|
The Board
recommends that you vote
“for”
the
Proposal.
·
|
Who
is eligible to vote?
|
Shareholders
of record of the Fund at the close of business on June 7, 2010 (the “Record
Date”) are entitled to be present and to vote at the Annual Meeting or any
adjournment or postponement thereof. Each share is entitled to one
vote.
·
|
How
do you 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
record your voting instructions via telephone or the Internet so your shares
will be represented at the Annual Meeting. If you attend the Annual
Meeting and wish to vote in person, you will be able to do so. You
may contact Pam Krill at 608-274-0300 to obtain directions to the site of the
Annual Meeting. Shares represented by duly executed proxies will be
voted in accordance with your instructions. If you sign the proxy, but don’t
fill in a vote, your shares will be voted in accordance with the Board’s
recommendation.
If any
other business is brought before the Annual Meeting, your shares will be voted
at the proxies’ discretion.
Shareholders
who execute proxies may revoke them at any time before they are voted by filing
with the Fund a written notice of revocation, by delivering 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.
·
|
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 5,798,291Common Shares
outstanding.
THE PROPOSAL: ELECTION OF
TRUSTEES
The
Fund’s Common Shares are listed on the New York Stock Exchange (“NYSE”), which
requires the Fund to hold an annual meeting of shareholders to elect Trustees
each fiscal year. Shareholders of the Fund are being asked to elect
two Trustees as Class II Trustees (Ms. Katherine L. Frank and Mr. James R.
Imhoff, Jr. are the nominees) to serve until the Fund’s 2013 annual meeting of
shareholders or until their successors shall have been elected and
qualified.
Composition of the Board of
Trustees.
The Trustees of the Fund are classified into three
classes of Trustees: Class I Trustees, Class II Trustees and Class III Trustees.
Shareholders are being asked to elect Ms. Katherine L. Frank and Mr. James R.
Imhoff, Jr. as the Class II Trustees at the Annual Meeting. Assuming the
nominees are elected at the Annual Meeting, the Board will be constituted as
follows:
Class I
Trustee.
Mr. Philip E. Blake is the sole Class I Trustee. It
is currently anticipated that the Class I Trustee will next stand for
re-election at the Fund’s 2012 annual meeting of shareholders.
Class II
Trustees.
Ms. Katherine L. Frank and Mr. James R. Imhoff, Jr.
are the Class II Trustees. Ms. Frank and Mr. Imhoff are standing for
election at the Annual Meeting. It is currently anticipated that the
Class II Trustees will next stand for re-election at the Fund’s 2013 annual
meeting of shareholders.
Madison
Strategic Sector Premium
Fund Page
3
Annual
Meeting July 28, 2010
Class III
Trustees.
Mr. Frank E. Burgess and Mr. Lorence D. Wheeler are
the Class III Trustees. It is currently anticipated that the Class III
Trustees will stand for re-election at the Fund’s 2011 annual meeting of
shareholders.
Generally,
the Trustees of only one class are elected at each annual meeting, so that the
regular term of only one class of Trustees will expire annually and any
particular Trustee stands for election only once in each three year period. The
Class II Trustees will hold office for three years or until their successors
shall have been elected and qualified. The other Trustees of the Fund will
continue to serve under their current terms. The Class II Trustee nominees are
currently Trustees of the Fund. Unless authority is withheld, it is the
intention of the persons named in the proxy to vote the proxy “FOR” the election
of the Class II Trustee nominees named above. The Class II Trustee nominees have
indicated that they have consented to serve as Trustees if elected at the Annual
Meeting. If a designated 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 nominee or nominees.
Trustees.
Certain
information concerning the Trustees and officers of the Fund is set forth in the
tables below. The “interested” Trustees (as defined in Section 2(a)(19) of the
Investment Company Act of 1940, as amended (the “1940 Act”) are indicated below.
Independent Trustees are those who are not interested persons of the Fund, the
Fund’s investment adviser, Madison Asset Management, LLC (“MAM”), or MAM’s
parent company, Madison Investment Advisors, Inc. (“MIA”) (MAM and MIA are
collectively referred to herein as “Madison”) and comply with the definition of
“independent” as set forth in Rule 10A-3 of the Securities Exchange Act of 1934
(the “Independent Trustees”). The Fund is part of a fund complex (referred to
herein as the “Fund Complex”) comprised of 42 open-end (mutual) funds and the
Fund, a closed-end fund. The business address of each Trustee and officer of the
Fund is c/o Madison Asset Management, LLC, 550 Science Drive, Madison, Wisconsin
53711.
Independent
Trustees
Name,
Address and Age
|
Position(s)
Held with Fund
|
Term
of Office and Length of Time Served
|
Principal
Occupation(s) During Past 5 Years
|
Number
of Portfolios in Fund Complex Overseen
(3)
|
Other
Directorships Held
|
Philip
E. Blake
550
Science Drive
Madison,
WI 53711
Born
1944
|
Trustee
|
Since
2005
(2)
|
Retired
investor
|
43
|
Madison
Newspapers, Inc., 1993 – Present; Meriter Hospital & Health Services,
2000 – Present; Edgewood College, 2003 – Present;
Madison
Mosaic Funds (13 mutual funds), 1996 – Present; MEMBERS Mutual Funds (13
mutual funds), 2009 – Present; Ultra Series Fund (16 mutual funds), 2009 –
Present
|
James
R. Imhoff, Jr.
(1)
550
Science Drive
Madison,
WI 53711
Born
1944
|
Trustee
|
Since
2005
(2)
|
Chairman
and CEO of First Weber Group, Inc. (real estate brokers), Madison, WI,
1996 – Present
|
43
|
Park
Bank, 1978 – Present;
Madison
Mosaic Funds (13 mutual funds), 1996 – Present; Madison/ Claymore Covered
Call and Equity Strategy Fund (1 closed end fund), 2005 – Present; MEMBERS
Mutual Funds (13 mutual funds), 2009 – Present; Ultra Series Fund (16
mutual funds), 2009 – Present
|
Lorence
D. Wheeler
550
Science Drive
Madison,
WI 53711
Born
1938
|
Trustee
|
Since
2005
(2)
|
Retired
investor
|
43
|
Grand
Mountain Bank FSB and Grand Mountain Bancshares, Inc. 2003 – Present;
Madison Mosaic Funds (13 mutual funds), 1996 – Present;
Madison/Claymore
Covered Call and Equity Strategy Fund (1 closed end fund), 2005 – Present;
MEMBERS Mutual Funds (13 mutual funds), 2009 – Present; Ultra Series Fund
(16 mutual funds), 2009 – Present
|
Interested
Trustees
Name,
Address and Age
|
Position(s)
Held with Fund
|
Term
of Office and Length of Time Served
|
Principal
Occupation(s) During Past 5 Years
|
Number
of Portfolios in Fund Complex Overseen
(3)
|
Other
Directorships Held
|
Frank
E. Burgess
(4)
550
Science Drive
Madison,
WI 53711
Born
1942
|
Trustee
and Vice President
|
Since
2005
(2)
|
Founder,
President and Executive Director of MIA, 1973 – Present; President and
Executive Director of MAM, 2004 – Present
|
14
|
Madison
Mosaic Funds (13 mutual funds), 1996 – Present; Madison/Claymore Covered
Call & Equity Strategy Fund, 2005 – Present; Capitol Bank
of Madison, WI, 1995 – Present; American Riviera Bank of Santa Barbara,
CA, 2006 – Present
|
Katherine
L. Frank
(1),
(4)
550
Science Drive
Madison,
WI 53711
Born
1960
|
Trustee
(2)
and President
|
President
since 2005, Trustee since 2006
(2)
|
Chief
Operating Officer (since April 2010) and Executive Director of MIA, 1986 –
Present, and of MAM, 2004 – Present
|
37
|
Madison
Mosaic Funds (all but Equity Trust, for a total of 7 mutual funds), 1996 –
Present; Madison
Strategic
Sector Premium Fund, 2005 – Present; MEMBERS Mutual Funds (13 mutual
funds), 2009 – Present; Ultra Series Fund (16 mutual funds), 2009 –
Present
|
___________________
(1)
Nominee for election as a Trustee at the Annual Meeting.
(2)
Each Trustee is generally expected to serve a three year term concurrent with
the class of Trustees for which he or she serves.
(3)
The
Fund Complex is comprised of 42 open-end (mutual) funds and the Fund, a
closed-end fund.
(4)
Each of Mr. Burgess and Ms. Frank serve as an officer of MAM. Since MAM
serves as the investment adviser to the Fund, each of these individuals is
considered an “interested person” of the Fund as the term is defined in the 1940
Act.
Madison
Strategic Sector Premium
Fund Page
4
Annual
Meeting July 28, 2010
Officers.
The
following information relates to the executive officers of the Fund who are not
Trustees. The officers are appointed by the Trustees and serve until their
respective successors are chosen and qualified. The Fund’s officers receive no
compensation from the Fund but may also be officers or employees of Madison or
affiliates of Madison and may receive compensation in such
capacities.
Name,
Address and Age
|
Position(s)
Held with Fund
|
Term
of Office and Length of Time Served
|
Principal
Occupation(s) During Past 5 Years
|
Holly
S. Baggot
550
Science Drive
Madison,
WI 53711
Born
1960
|
Secretary
and Assistant Treasurer
|
Indefinite
Term since March 2010
|
Vice
President of MAM, 2009 – Present, and of MIA, April 2010 – Present;
Secretary and Assistant Treasurer,
Madison Mosaic Funds
(13 mutual funds), 2009 – Present; Secretary (1999 – Present), Assistant
Treasurer (2009 – Present) of
MEMBERS Mutual Funds (13 mutual
funds) and Ultra Series Fund (16 mutual funds); Director-Mutual Funds of
MEMBERS Capital Advisors, Inc. (investment advisory firm), Madison, WI,
2008 – 2009, and Director-Mutual Fund Operations, 2006 – 2008, and
Operations Officer-Mutual Funds, 2005 – 2006
|
Ray
DiBernardo
550
Science Drive
Madison,
WI 53711
Born
1962
|
Vice
President
|
Indefinite
Term since March 2005
|
Vice
President of MIA, 2003 – Present, and of MAM, April 2010 –
Present
|
Greg
D. Hoppe
550
Science Drive
Madison,
WI 53711
Born
1969
|
Treasurer
|
Indefinite
Term since March 2005
|
Vice
President of MIA 1999 – Present, and of MAM, 2009 – Present;
Treasurer of Madison Mosaic Funds (13 mutual funds), 2009 –
Present, and Chief Financial Officer, 1999 – 2009; Vice
President of
Madison/Claymore
Covered Call and Equity Strategy Fund, 2008 – Present; Treasurer
of
MEMBERS
Mutual Funds (15 mutual funds) and Ultra Series Fund (19 mutual funds),
2009 – Present
|
Pamela
M. Krill
550
Science Drive
Madison,
WI 53711
Born
1966
|
General
Counsel, Chief Legal Officer and Assistant Secretary
|
Indefinite
Term since March 2010
|
General
Counsel and Chief Legal Officer of Madison, 2009 – Present; General
Counsel, Chief Legal Officer and Assistant Secretary of Madison Mosaic
Funds (13 mutual funds), MEMBERS Mutual Funds (13 mutual funds) and Ultra
Series Fund (16 mutual funds), 2009 – Present; Managing Associate General
Counsel-Securities & Investments Group of CUNA Mutual Insurance
Society (insurance company with affiliated investment advisory, brokerage
and mutual fund operations), Madison, WI, 2007 – 2009; Shareholder,
Securities Practice Group, of Godfrey & Kahn, S.C. (law
firm), Madison and Milwaukee, WI, 1994-2007
|
Paul
Lefurgey
550
Science Drive
Madison,
WI 53711
Born
1964
|
Vice
President
|
Indefinite
Term since March 2010
|
Managing
Director and Head of Fixed Income of MIA, 2005 – Present, and of April
MAM, 2010 – Present; Vice President, Madison Mosaic Funds (13 mutual
funds), MEMBERS Mutual Funds (13 mutual funds) and
Ultra Series Fund
(16 mutual funds), 2009 – Present
|
W.
Richard Mason
8777
N. Gainey Center Drive, #220
Scottsdale,
AZ 85258
Born
1960
|
Chief
Compliance Officer, Corporate Counsel, and Assistant
Secretary
|
Indefinite
Term since March 2005
|
Chief
Compliance Officer and Corporate Counsel of Madison, 2009 – Present, and
General Counsel and Chief Compliance Officer, 1996 – 2009; Principal of
Mosaic Funds Distributor, LLC (an affiliated brokerage firm of MIA), 1998
– Present; Secretary, General Counsel, and Chief Compliance Officer of
Madison Mosaic Funds (13 mutual funds), 1992 – 2009, and Chief Compliance
Officer, Corporate Counsel, and Assistant Secretary, 2009 – Present; Chief
Compliance Officer, Corporate Counsel and Assistant Secretary of MEMBERS
Mutual Funds (13 mutual funds) and Ultra Series Fund (16 mutual funds),
2009 – Present
|
Jay
R. Sekelsky
550
Science Drive
Madison,
WI 53711
Born
1959
|
Vice
President
|
Indefinite
Term since March 2005
|
Chief
Investment Officer (since April 2010) and Executive Director
of MIA
, 1990 – Present,
and of MAM, 2009 – Present;
Vice President, Madison Mosaic Funds
(13 mutual funds), 1996 – Present; Vice President, Madison/Claymore
Covered Call and Equity Strategy Fund (1 closed end fund), 2005 – Present;
Vice President, MEMBERS Mutual Funds (13 mutual funds) and
Ultra Series Fund
(16 mutual funds), 2009 – Present
|
Board
Qualifications.
The members of the Board of Trustees each have
experience which led Fund management to the conclusion that the person should
serve as a member of the Board, both at the time of the person’s appointment to
the Board and continuing as of the date of this Proxy Statement. Mr.
Burgess is the founder and President of Madison and has over 30 years of
experience in the investment management business, while Ms. Frank has been with
Madison for more than 20 years and has held executive management positions
during her tenure with the firm. Ms. Frank and Mr. Burgess are the
sole members of the Board who are considered “interested” under the 1940
Act. Regarding the Independent Trustees, all three of them have
substantial experience operating and overseeing a business, whether it be the
retirement plan business (for Mr. Wheeler), the newspaper business (for Mr.
Blake) or the real estate business (for Mr. Imhoff). As a result of this
experience, each of them has unique perspectives regarding the operation and
management of the Fund and the Board’s oversight function with respect
thereto. They use this collective experience to serve the Fund for
the benefit of Fund shareholders. Moreover, each of the Independent
Trustees has served in such capacity since the Fund’s inception and, as a
result, bring substantial and material experience and expertise to their
continued roles as Trustees of the Fund.
Board
Committees.
The Trustees have determined that the efficient
conduct of the Trustees’ 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 Board currently has two standing committees: the
Audit Committee and the Nominating and Governance Committee.
Audit
Committee.
The Board has an Audit Committee, composed of
Philip E. Blake, James R. Imhoff, Jr. and Lorence D. Wheeler (Chair). In
addition to being Independent Trustees as defined above, each of these Trustees
also meets the additional independence requirements for audit committee members
as defined by the NYSE. The Audit Committee is charged with selecting an
independent registered public accounting firm for the Fund and reviewing
accounting matters with the Fund’s independent registered public accounting
firm.
The Audit
Committee presents the following report:
The Audit
Committee has performed the following functions: (i) the Audit Committee
reviewed and discussed the audited financial statements of the Fund with
management of the Fund; (ii) the Audit
Madison
Strategic Sector Premium
Fund Page
5
Annual
Meeting July 28, 2010
Committee
discussed with the Fund’s independent registered public accounting firm the
matters required to be discussed by the Statement on Auditing Standards No. 61;
(iii) the Audit Committee received the written disclosures and the letter from
the Fund’s independent registered public accounting firm required by applicable
requirements of the Public Accounting Oversight Board regarding the independent
accountant’s communications with the Audit Committee concerning independence,
and discussed with the Fund’s independent registered public accounting firm the
independence of the Fund’s independent registered public accounting firm; and
(iv) the Audit Committee recommended to the Board of Trustees of the Fund that
the financial statements be included in the Fund’s Annual Report for the past
fiscal period.
The Audit
Committee is governed by a written charter, the most recent version of which was
approved by the Board on May 14, 2010 (the “Audit Committee Charter”). In
accordance with proxy rules promulgated by the SEC, a fund’s audit committee
charter is required to be filed at least once every three years as an exhibit to
a fund’s proxy statement. Accordingly, the Fund’s Audit Committee Charter
is filed as
Attachment
A
to this Proxy Statement. It is also available on the Fund’s
website at
www.madisonfunds.com
. You
may request a hard copy of the charter by calling the Fund toll-free at
800-767-0300.
Nominating and Governance
Committee.
The Board has a Nominating and Governance
Committee, which is composed of Philip E. Blake (Chair), James R. Imhoff, Jr.,
and Lorence D. Wheeler, each of whom is an Independent Trustee and is
“independent” as defined by NYSE listing standards.
The
Nominating and Governance Committee is governed by a written charter (the
“Nominating and Governance Committee Charter”), the most recent version of which
was approved by the Board on October 21, 2009. In accordance with proxy
rules promulgated by the SEC, a fund’s nominating committee charter is required
to be filed at least once every three years as an exhibit to a fund’s proxy
statement. Accordingly, the Fund’s Nominating and Governance Committee
Charter is filed as
Attachment B
to this
Proxy Statement.
As part
of its duties, the Nominating and Governance Committee makes recommendations to
the full Board with respect to candidates for the Board. The Nominating and
Governance Committee will consider trustee candidates recommended by
shareholders. In considering candidates submitted by shareholders, the
Nominating and Governance Committee will take into consideration the needs of
the Board and the qualifications of the candidate. To have a candidate
considered by the Nominating and Governance Committee, a shareholder must submit
the recommendation in writing and must include the information required by the
Procedures for Shareholders to Submit Nominee Candidates, which are set forth as
Appendix A to the Nominating and Governance Committee Charter, filed as
Attachment B
to this
Proxy Statement. The shareholder recommendation must be sent to the
Fund’s Secretary, c/o Madison Asset Management, LLC, 550 Science Drive,
Madison, Wisconsin 53711.
The
nominees for election at the Annual Meeting currently serve as Trustees and were
unanimously nominated by the Board and the Nominating and Governance
Committee.
Leadership Structure of the
Board.
The Board of Trustees is relatively small (with five
members, as noted in the table above) and operates in a collegiate
atmosphere. Although no member is formally charged with acting as
Chairman, Ms. Frank generally acts as the Chairperson during meetings. All
Board members are expected to provide their input into establishing the Board’s
meeting agenda. Likewise, each Board meeting contains a standing agenda
item for any Board member to raise new or additional items he or she believes is
important in connection with Fund governance. The Board has informally
charged Mr. Wheeler with acting as the lead Independent Trustee for purposes of
communicating with Madison, the Chief Compliance Officer, counsel to the
Independent Trustees and Fund counsel on matters relating to the Board as a
whole. The Independent Trustees often meet in executive session without
representatives of Madison present (including meetings with counsel, the Chief
Compliance Officer and the independent registered public
accountant).
The
Board’s Audit Committee and the Board as a whole considers risks in connection
with a variety of matters during its regular quarterly review of Fund operations
in conjunction with Madison, Fund counsel, independent counsel, and the Fund’s
Chief Compliance Officer. The Board’s committee structure requires an
Independent Trustee to serve as chairman of each committee, including the Audit
Committee.
Madison
Strategic Sector Premium
Fund Page
6
Annual
Meeting July 28, 2010
Given the
small size of the Board, its committee structure lead by Independent Trustees,
the openness of Board meetings to active input by all Board members, its
utilization of executive sessions, the role of an informal lead Independent
Trustee for expediency and its quarterly focus on compliance and risk
management, the Board has determined that its current leadership structure is
adequate for the protection of Fund investors.
Shareholders Communications with the
Board.
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 members with whom you wish to communicate by either name or title. All
such correspondence should be sent c/o the Fund’s Secretary, c/o Madison Asset
Management, LLC, 550 Science Drive, Madison, Wisconsin 53711.
Beneficial Ownership of
Securities.
As of June 7, 2010, each Trustee beneficially
owned equity securities of the Fund and other funds in the Fund Complex overseen
by the Trustee in the dollar range amounts as specified below:
Trustee
|
Dollar
Range of Equity Securities in the Fund
|
Aggregate
Dollar Range of Equity Securities Overseen by Trustees in the Fund
Complex
(1)
|
Independent
Trustees
|
|
|
Philip
E. Blake
|
Over
$100,000
|
Over
$100,000
|
James
R. Imhoff, Jr.
|
$50,001
- $100,000
|
Over
$100,000
|
Lorence
D. Wheeler
|
$25,001
- $50,000
|
Over
$100,000
|
Interested
Trustees
|
|
|
Frank
E. Burgess
|
Over
$100,000
|
Over
$100,000
|
Katherine
L. Frank
|
$25,001
- $50,000
|
Over
$100,000
|
___________________
(1)
The
Fund Complex is comprised of 42 open-end (mutual) funds and the Fund, a
closed-end fund.
As of
June 7, 2010, each Trustee and the Trustees and officers of the Fund as a group
owned approximately 1% of the outstanding shares of the Fund.
Board
Meetings.
Four meetings of the Board were held during the
Fund’s fiscal year ended December 31, 2009. Four meetings of the Fund’s Audit
Committee and the Fund’s Nominating and Governance Committee were also held
during the Fund’s fiscal year ended December 31, 2009. Each Trustee
attended all (100%) of the meetings of the Board (and any committee thereof on
which he or she serves) held during the Fund’s last fiscal year ended December
31, 2009. It is the Fund’s policy to encourage Trustees to attend
annual meetings of shareholders.
Trustee
Compensation.
The Fund pays an annual retainer and fee per
meeting attended to each Trustee who is not affiliated with Madison or its
affiliates. The following table provides information regarding the compensation
of the Fund’s Trustees for its most recently completed fiscal year. The Fund
does not accrue or pay retirement or pension benefits to Trustees as of the date
of this Proxy Statement.
The
Fund’s Trustees were compensated as follows:
Trustee
|
Aggregate
Estimated Compensation from the Fund
|
Total
Estimated Compensation from the Fund and Fund Complex
(1)
Paid to Trustees
|
Philip
Blake
|
$6,000
|
$45,000
|
Frank
E. Burgess
|
$0
|
$0
|
Katherine
L. Frank
|
$0
|
$0
|
James
R. Imhoff, Jr.
|
$6,000
|
$45,000
|
Lorence
D. Wheeler
|
$6,000
|
$45,000
|
___________________
(1)
As
of the date of this Proxy Statement, the Fund Complex was comprised of 42
open-end (mutual) funds and the Fund, a closed-end fund.
Madison
Strategic Sector Premium
Fund Page
7
Annual
Meeting July 28, 2010
Shareholder
Approval.
The affirmative vote of a majority of the Common
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
approve the proposal. The holders of Common Shares have equal voting
rights (i.e., one vote per Common Share). Votes withheld and abstentions will
have the same effect as votes against the Proposal, and “broker non-votes”
(i.e., Commons 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 OF THE FUND, INCLUDING THE INDEPENDENT TRUSTEES, UNANIMOUSLY RECOMMENDS
THAT YOU VOTE "FOR" THE PROPOSAL.
ADDITIONAL INFORMATION
Expenses of Proxy
Solicitation.
The cost of soliciting proxies will be borne by
the Fund, subject to the overall cap on Fund expenses beyond which costs are
borne by Madison. In addition, certain officers of the Fund and/or employees of
Madison may solicit proxies by telephone or mail (none of whom will receive
additional compensation for doing so). Brokerage houses, banks and other
fiduciaries may be requested to forward solicitation material to their
principals to obtain authorization for the execution of proxies and will
reimbursed by the Fund for such out-of-pocket expenses.
Further Information About Voting and
the Annual Meeting.
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 record your voting
instructions via telephone or the Internet so your Common Shares will be
represented at the Annual Meeting. Information regarding how to vote
via telephone or the Internet is included on the enclosed proxy
card.
If you
attend the Annual Meeting and wish to vote in person, you will be able to do
so. You may contact Pam Krill at 608-274-0300 to obtain directions to
the site of the Annual Meeting.
The
Agreement and Declaration of Trust of the Fund requires the presence of a quorum
for each matter to be acted upon at the Annual Meeting. The holders
of a majority of the Common Shares outstanding, present in person or represented
by proxy, constitute a quorum for purposes of the Proposal. Votes
withheld and abstentions will be counted as present for quorum purposes;
however, “broker non-votes” will not be counted as present for quorum
purposes.
All
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 no specification is made on a proxy card, it will be voted FOR the proposal
specified on the proxy card.
Shareholders may revoke their proxies at any
time prior to the time they are voted by giving written notice to the Secretary
of the Fund, by delivering a subsequently dated proxy prior to the date of the
Annual Meeting or by attending and voting at the Annual Meeting. Merely
attending the Annual Meeting, however, will not revoke any previously submitted
proxy.
The Board
has fixed the close of business on June 7, 2010 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 on that date will be entitled to
one vote on each matter to be voted on by the Fund for each share held and a
fractional vote with respect to fractional shares with no cumulative voting
rights.
Investment
Adviser.
Madison Asset Management, LLC, a subsidiary of
Madison Investment Advisors, Inc., is the Fund’s investment adviser and is
responsible for making investment decisions with respect to the investment of
the Fund’s assets. Madison is located at 550 Science Drive, Madison, Wisconsin
53711. Madison and its affiliated entities act as subadviser for one other
closed-end investment company and as investment adviser to
individuals,
Madison
Strategic Sector Premium
Fund Page
8
Annual
Meeting July 28, 2010
corporations,
pension funds, endowments, insurance companies and mutual funds with
approximately $15 billion in assets under management among all such entities as
of December 31, 2009.
Administrator.
Madison
Investment Advisors, Inc. performs certain accounting and other administrative
services for the Fund pursuant to a Services Agreement.
Independent Registered Public
Accounting Firm.
Grant Thornton, LLP (“GT”) has been selected
as the independent registered public accounting firm by the Audit Committee of
the Fund to audit the accounts of the Fund for and during the Fund’s current
fiscal year. The Fund does not know of any direct or indirect financial interest
of GT in the Fund. Representatives of GT will attend the Annual
Meeting, will have the opportunity to make a statement if they desire to do so
and will be available to answer questions.
Audit Fees
.
The aggregate
fees billed to the Fund by GT for professional services rendered for the audit
of the Fund’s annual financial statements for the Fund’s fiscal years ended
December 31, 2009 and December 31, 2008 were $22,700 and $23,500
respectively.
Audit-Related Fees.
The aggregate fees
billed by GT and approved by the Audit Committee of the Fund for the Fund’s
fiscal years ended December 31, 2009 and 2008 for assurance and related services
reasonably related to the performance of the audit of the Fund’s annual
financial statements were $0 and $0, respectively (such fees relate to services
rendered, and out of pocket expenses incurred, in connection with Fund
registration statements, comfort letters and consents). GT did not perform any
other assurance and related services that were required to be approved by the
Fund’s Audit Committee for such period.
Tax Fees.
The
aggregate fees billed by GT and approved by the Audit Committee of the Fund for
the Fund’s fiscal years ended December 31, 2009 and 2008 for professional
services rendered for tax compliance, tax advice, and tax planning were $0 and
$0, respectively (such fees relate to tax services provided by GT in connection
with the Fund’s tax calculations and tax-related advice for planning
purposes). GT did not perform any other tax compliance or tax planning services
or render any tax advice that were required to be approved by the Fund’s Audit
Committee for such period.
All Other Fees.
Other than those
services described above, GT did not perform any other services on behalf of the
Fund for the Fund’s fiscal years ended December 31, 2009 and 2008.
Aggregate Non-Audit
Fees.
The
aggregate non-audit fees billed by GT for the Fund’s fiscal years ended December
31, 2009 and 2008 for services rendered to the Fund were $0 and $0,
respectively. In addition, the aggregate non-audit fees billed by GT
for the Fund’s fiscal years ended December 31, 2009 and 2008 for services
rendered to Madison, or any entity controlling, controlled by, or under common
control with Madison that provides ongoing services to the Fund were $0 and $0,
respectively.
Audit Committee Approval Policies
and Procedures.
The Audit Committee of
the Fund most recently adopted Pre-Approval Policies and Procedures, which are
attached to the Audit Committee Charter of the Fund accompanying this Proxy
Statement, at a meeting held on May 14, 2010. The Audit Committee of the Fund
has approved all audit and non-audit services provided by GT to the Fund, and
all non-audit services provided by GT to Madison, or any entity controlling,
controlled by, or under common control with Madison that provides ongoing
services to the Fund which are related to the operations of the
Fund. None of the services described above for the Fund’s fiscal
years ended December 31, 2009 and 2008 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.
Principal
Shareholders.
As of the Record Date, to the knowledge of the
Fund, no person beneficially owned more than 5% of the voting securities of any
class of securities of the Fund.
"Section 16(a)" Beneficial Ownership
Reporting Compliance.
Section 16(a) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), and Section 30(h) of the 1940 Act
require the Fund’s officers and Trustees, certain officers of the Fund’s
investment adviser, affiliated persons of the investment adviser, and persons
who beneficially own more than ten percent of the Fund’s shares to file certain
reports of ownership (“Section 16
Madison
Strategic Sector Premium
Fund Page
9
Annual
Meeting July 28, 2010
filings”)
with the SEC and the NYSE. Based upon the Fund’s review of the copies of such
forms effecting the Section 16 filings received by it, the Fund believes that
for Fund’s fiscal year ended December 31, 2009, all filings applicable to such
persons were completed and filed in a timely manner.
Privacy Policy of the
Fund.
The Fund is committed to maintaining the privacy of
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 the shareholders to employees of Madison (and its 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.
Shareholder proposals intended for inclusion in the
Fund’s Proxy Statement in connection with the Fund’s 2010 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 February 11, 2011.
In order for proposals made outside of Rule 14a-8 under the Exchange Act to be
considered “timely” within the meaning of Rule 14a-4(c) under the Exchange Act,
such proposals must be received by the Fund at the Fund’s principal executive
offices not later than April 27, 2011.
Important Notice Regarding the
Availability of Proxy Materials for the Annual Meeting to be Held on July 28,
2010.
This Proxy Statement is available on the Internet at
www.madisonfunds.com
(follow links to the Fund’s “News and Literature”).
Other Matters.
Fund
management knows of no other matters which 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.
In the
event a quorum is present at the Annual Meeting but sufficient votes to approve
the Proposal are not received, proxies (including broker non-votes) would vote
in favor of one or more adjournments of the Annual Meeting with respect to such
Proposal to permit further solicitation of proxies, provided they determine that
such an adjournment and additional solicitation is reasonable and in the
interest of shareholders based on a consideration of all relevant factors,
including the nature of the proposal, the percentage of votes then cast, the
percentage of negative votes then cast, the nature of the proposed solicitation
activities and the nature of the reasons for such further
solicitation.
Very
truly yours,
(signature)
Holly S.
Baggot, Secretary of the Fund
June 11,
2010
Madison
Strategic Sector Premium
Fund Page
10
Annual
Meeting July 28, 2010
ATTACHMENT
A
Madison
Mosaic Funds
Government
Money Market, Equity Trust,
Income
Trust and Tax-Free Trust and the
Madison
Strategic Sector Premium Fund
MEMBERS
Mutual Funds
Ultra
Series Fund
Audit
Committee Charter
As
Amended and Restated Effective May 14, 2010
I.
|
Membership
and Qualifications of the Audit
Committee
|
The Audit
Committee shall consist of all of the Independent Trustees on the Board. No
member of the Audit Committee shall be an “interested person” of any of the
above referenced investment company Trusts, as that term is defined in Section
2(a)(19) of the Investment Company Act of 1940, nor shall any member receive any
compensation from any such Trusts except compensation for service as a member of
the Trust’s Board of Trustees (“Board”) or a committee of the Board. The Board
shall determine which members of the Audit Committee qualify as an “audit
committee financial expert” as defined in Item 3 of Form N-CSR and shall
annually thereafter determine whether (1) there have been any changes to such
definition that would result in a previously qualified individual from no longer
qualifying or (2) there are new Audit Committee members for whom no such
qualification decision has been made. Because the Madison Mosaic
Funds, MEMBERS Mutual Funds and Ultra Series Fund are open-end mutual funds that
hold themselves out as being in the same family of investment companies
(collectively, the “Open-End Funds”), service on the Audit Committee of one or
more of the Open-End Funds is considered service for a single fund
company. Because the Madison Strategic Sector Premium Fund, although being
part of the Madison Investment Advisors, Inc. complex of investment companies,
is a closed-end fund that maintains a separate identity from the Open-End Funds,
service on the Audit Committee of this fund is considered service for a separate
fund company (separate and apart from service relating to the Open-End
Funds).”Hereinafter, any references to a Trust or the Trusts shall refer to the
above referenced investment companies.
II.
|
Purposes
of the Audit Committee
|
The
purposes of the Audit Committee are:
a.
|
to
oversee the accounting and financial reporting processes of each Trust and
each of its series, if any, and its internal control over financial
reporting and, as the Committee deems appropriate, to inquire into the
internal control over financial reporting of certain third-party service
providers;
|
b.
|
to
oversee the quality and integrity of each Trust’s financial statements and
the independent audit thereof;
|
c.
|
to
oversee, or, as appropriate, assist Board oversight of, each Trust’s
compliance with legal and regulatory requirements that relate to the
Trusts’ accounting and financial reporting, internal control over
financial reporting and independent
audits;
|
d.
|
to
approve, prior to appointment, the engagement of each Trust’s independent
auditors and, in connection therewith, to review and evaluate the
qualifications, independence and performance of the Trusts’ independent
auditors; and
|
e.
|
to
act as a liaison between the Trusts’ independent auditors and the full
Board.
|
The
independent auditors for the Trusts shall report directly to the Audit
Committee.
III.
|
Duties
and Powers of the Audit Committee
|
To carry
out its purposes, the Audit Committee shall have the following duties and
powers:
Madison
Strategic Sector Premium
Fund Page
11
Annual
Meeting July 28, 2010
to
approve, prior to appointment, the engagement of auditors to annually audit and
provide their opinion on each Trust’s financial statements, to recommend to
those Board members who are not “interested persons” (as that term is defined in
Section 2(a)(19) of the Investment Company Act) the selection, retention or
termination of the Trusts’ independent auditors and, in connection therewith, to
review and evaluate matters potentially affecting the independence and
capabilities of the auditors;
a.
|
to
approve, prior to appointment, the engagement of the auditor to provide
other audit services to the Trusts or to provide non-audit services to any
Trust, its investment adviser or any entity controlling, controlled by, or
under common control with the investment adviser (“adviser affiliate”)
that provides ongoing services to a Trust, if the engagement relates
directly to the operations and financial reporting of such
Trust;
|
b.
|
to
develop, to the extent deemed appropriate by the Audit Committee, policies
and procedures for pre-approval of the engagement of the Trusts’ auditors
to provide any of the services described in (b)
above;
|
c.
|
to
consider the controls applied by the auditors and any measures taken by
management in an effort to assure that all items requiring pre-approval by
the Audit Committee are identified and referred to the Committee in a
timely fashion;
|
d.
|
to
consider whether the non-audit services provided by the Trusts’ auditor to
the Trusts’ investment adviser or any adviser affiliate that provides
ongoing services to a Trust, which services were not pre-approved by the
Audit Committee, are compatible with maintaining the auditor’s
independence;
|
e.
|
to
review the arrangements for and scope of the annual audit and any special
audits;
|
f.
|
to
review and approve the fees proposed to be charged to the Trusts by the
auditors for each audit and non-audit
service;
|
g.
|
to
consider information and comments from the auditors with respect to the
Trusts’ accounting and financial reporting policies, procedures and
internal control over financial reporting (including each Trust’s critical
accounting policies and practices), to consider management’s responses to
any such comments and, to the extent the Audit Committee deems necessary
or appropriate, to promote improvements in the quality of each Trust’s
accounting and financial reporting;
|
h.
|
to
consider information and comments from the auditors with respect to, and
meet with the auditors to discuss any matters of concern relating to, the
Trusts’ financial statements, including any adjustments to such statements
recommended by the auditors, and to review the auditors’ opinion on the
Trusts’ financial statements;
|
i.
|
to
resolve disagreements between management and the auditors regarding
financial reporting;
|
j.
|
to
review with the Trusts’ principal executive officer and/or principal
financial officer in connection with required certifications on Form N-CSR
any significant deficiencies in the design or operation of the Trusts’
internal control over financial reporting or material weaknesses therein
and any reported evidence of fraud involving management or other employees
who have a significant role in the Trusts’ internal control over financial
reporting;
|
k.
|
to
establish procedures for the receipt, retention and treatment of
complaints received by any Trust relating to accounting, internal
accounting controls, or auditing matters, and the confidential, anonymous
submission by employees of (i) any Trust, (ii) the adviser or distributor
of any Trust or (iii) any other affiliated entity of any Trust or its
adviser or distributor of concerns about accounting or auditing matters,
and to address reports from attorneys or auditors of possible violations
of federal or state law or fiduciary
duty;
|
l.
|
to
investigate or initiate an investigation of reports of improprieties or
suspected improprieties in connection with a Trust’s accounting or
financial reporting;
|
m.
|
to
report its activities to the full Board on a regular basis and to make
such recommendations with respect to the above and other matters as the
Audit Committee may deem necessary or appropriate;
and
|
n.
|
to
perform such other functions and to have such powers as may be necessary
or appropriate in the efficient and lawful discharge of the powers
provided in this Charter.
|
The Audit
Committee shall have the resources and authority appropriate to discharge its
responsibilities, including appropriate funding, as determined by the Committee,
for payment of compensation to the auditors for the purpose of conducting the
audit and rendering their audit report, the authority to retain and compensate
special counsel and
Madison
Strategic Sector Premium
Fund Page
12
Annual
Meeting July 28, 2010
other
experts or consultants as the Committee deems necessary, and the authority to
obtain specialized training for Audit Committee members, at the expense of a
Trust or series, as appropriate. The Audit Committee may delegate any portion of
its authority, including the authority to grant pre-approvals of audit and
permitted non-audit services, to a subcommittee of one or more members. Any
decisions of the subcommittee to grant pre-approvals shall be presented to the
full Audit Committee at its next regularly scheduled meeting.
IV.
|
Role
and Responsibilities of the Audit
Committee
|
The
function of the Audit Committee is oversight; it is management's responsibility
to maintain appropriate systems for accounting and internal control over
financial reporting, and the auditor's responsibility to plan and carry out a
proper audit. Specifically, Trusts’ management is responsible for: (1) the
preparation, presentation and integrity of each Trust’s financial statements;
(2) the maintenance of appropriate accounting and financial reporting principles
and policies; and (3) the maintenance of internal control over financial
reporting and other procedures designed to assure compliance with accounting
standards and related laws and regulations. The independent auditors are
responsible for planning and carrying out an audit consistent with applicable
legal and professional standards and the terms of their engagement letter.
Nothing in this Charter shall be construed to reduce the responsibilities or
liabilities of the Trusts’ service providers, including the
auditors.
Although
the Audit Committee is expected to take a detached and questioning approach to
the matters that come before it, the review of a Trust’s financial statements by
the Audit Committee is not an audit, nor does the Committee’s review substitute
for the responsibilities of any Trust’s management for preparing, or the
independent auditors for auditing, the financial statements. Members of the
Audit Committee are not full-time employees of the Trusts and, in serving on
this Committee, are not, and do not hold themselves out to be, acting as
accountants or auditors. As such, it is not the duty or responsibility of the
Committee or its members to conduct “field work” or other types of auditing or
accounting reviews or procedures. In discharging their duties, the
members of the Audit Committee are entitled to rely on information, opinions,
reports, or statements, including financial statements and other financial data,
if prepared or presented by: (1) one or more officers of the Trusts whom the
member reasonably believes to be reliable and competent in the matters
presented; (2) legal counsel, public accountants, or other persons as to matters
the member reasonably believes are within the person’s professional or expert
competence; or (3) a Board committee of which the Audit Committee member is not
a member.
V.
|
Operations
of the Audit Committee
|
a.
|
The
Audit Committee shall meet on a regular basis and at least four times
annually (coinciding with the regularly scheduled quarterly meeting of the
Joint Boards of the Trusts) and is empowered to hold special meetings as
circumstances require. In addition to the regularly scheduled meetings,
the Chairman or a majority of the members shall be authorized to call a
special meeting of the Audit Committee and send notice
thereof.
|
b.
|
The
Audit Committee shall ordinarily meet in person; however, members may
attend telephonically, and the Committee may act by written consent, to
the extent permitted by law and by the Trust’s charter
documents.
|
c.
|
The
Audit Committee shall have the authority to meet privately and to admit
non-members individually by
invitation.
|
d.
|
The
Audit Committee shall periodically meet, in separate executive sessions,
with representatives of Trust management and the Trusts’ independent
auditors. The Committee may also request to meet with internal legal
counsel and compliance personnel of the Trusts’ investment adviser and
with entities that provide significant accounting or administrative
services to the Trusts to discuss matters relating to any Trust’s
accounting and compliance as well as other Trust-related
matters.
|
e.
|
The
Audit Committee shall prepare and retain minutes of its meetings and
appropriate documentation of decisions made outside of meetings by
delegated authority.
|
f.
|
The
Audit Committee shall select one of its members to be the Chairman and may
select a Vice Chair. The Chairman shall be elected by the Audit
Committee annually. The annual election of the Chairman shall
be held during a July meeting of the Audit Committee. If more
than one member of the Audit Committee has qualified as an “audit
committee financial expert,” then the Audit Committee shall select among
one of its qualified members to be the Audit
Committee
|
Madison
Strategic Sector Premium
Fund Page
13
Annual
Meeting July 28, 2010
g.
|
Financial
Expert by electing the Audit Committee Financial Expert
annually. The annual election of the Audit Committee Financial
Expert shall be held during a July meeting of the Audit
Committee.
|
h.
|
A
majority of the members of the Audit Committee shall constitute a quorum
for the transaction of business at any meeting of the Committee. The
action of a majority of the members of the Audit Committee present at a
meeting at which a quorum is present shall be the action of the
Committee.
|
i.
|
The
Board shall adopt and approve this Charter and may amend it on the Board’s
own motion. The Audit Committee shall review this Charter at least
annually and recommend to the full Board any changes the Committee deems
appropriate.
|
Madison
Strategic Sector Premium
Fund Page
14
Annual
Meeting July 28, 2010
ATTACHMENT
B
Madison
Mosaic Government Money Market, Equity,
Income
and Tax-Free Trusts and the
Madison
Strategic Sector Premium Fund
MEMBERS
Mutual Funds
Ultra
Series Fund
Nominating
and Governance Committee Charter
Amended
and Restated October 21, 2009
I. Membership and
Qualifications of the Nominating and Governance Committee
The
Nominating and Governance Committee (the “Committee”) shall consist of all of
the Independent Trustees on the Board of Trustees (the “Board”). No member of
the Nominating and Governance Committee shall be an “interested person” of any
of the above referenced investment company Trusts, as that term is defined in
Section 2(a)(19) of the Investment Company Act of 1940, as amended (“Interested
Persons”),
1
nor shall any member receive any compensation
from any such Trusts except compensation for service as a member of the Trust’s
Board of Trustees (“Board”) or a committee of the Board. Hereinafter, any
references to a Trust or the Trusts shall refer to the above referenced
investment companies.
II. Purposes of the
Nominating and Governance Committee
The
purposes of the Nominating and Governance Committee of the Boards of the Trusts
is to review matters pertaining to the composition, committees, and operations
of the Board.
III. Duties and Powers of
the Nominating and Governance Committee
The
Committee shall have the following duties and powers:
1.
|
To
evaluate and recommend all candidates for election or appointment as
members of the Board and recommend the appointment of members and chars of
each Board committee.
|
2.
|
To
review policy matters affecting the operation of the Board and Board
committees and make such recommendations to the Board as deemed
appropriate by the Committee.
|
3.
|
To
evaluate periodically the effectiveness of the Board and Board Committees
and make such recommendations to the Board as deemed appropriate by the
Committee.
|
The
Committee shall meet annually (or more frequently, if needed) and be empowered
to hold special meetings, as circumstances require. A majority of the
members of the Committee shall constitute a quorum for the transaction of
business at any meeting of the Committee. The action of a majority of the
members of the Committee present at a meeting at which a quorum is present shall
be the action of the Committee.
Any
action of the Committee may be taken without a meeting if all of the members of
the Committee consent thereto in writing.
1
As
contemplated by certain rules under the Investment Company Act of 1940, as
amended, the selection and nomination of candidates for election as members of
the Board who are not Interested Persons shall be made by the incumbent members
of the Board who are not Interested Persons.
Madison
Strategic Sector Premium
Fund Page
15
Annual
Meeting July 28, 2010
IV. Role and
Responsibilities of Nominating and Governance Committee
The
Committee requires that Trustee candidates have a college degree or equivalent
business experience. The Committee may take into account a wide
variety of factors in considering Trustee candidates, including (but not limited
to): (i) availability and commitment of a candidate to attend
meetings and perform his or her responsibilities on the Board, (ii) relevant
industry and related experience, (iii) educational background, (iv) financial
expertise and (v) overall diversity of the Board’s composition.
In
identifying potential nominees for the Board, the Committee may consider
candidates recommended by one or more of the following sources: (i)
the Trust’s current Trustees, (ii) the Trust’s officers, (iii) the Trust’s
investment advisor(s), (iv) the Trust’s shareholders (see below) and (v) any
other source the Committee deems to be appropriate. The Committee
may, but is not required to, retain a third party search firm at the expense of
the Trust(s) to identify potential candidates.
The
Committee also requires that no Trustee may continue to serve after the end of
the calendar year in which the Trustee attains age seventy-six (76) unless all
of the other Trustees, including those not who are Independent Trustees,
unanimously approve such Trustee continuing to hold office at a regular or
special Trustee meeting. After any such initial approval, the
decision to allow such a Trustee to continue to hold office must be unanimously
approved at the last regular Trustee meeting of each calendar year and shall be
effective no longer than the end of the following calendar
year. Should any such Trustee fail to receive the requisite unanimous
approval, the Trustee shall be considered to have retired on the last day of the
applicable calendar year unless he or she requests an earlier retirement
date.
V. Operations of Nominating
and Governance Committee
The
Committee will consider and evaluate nominee candidates properly submitted by
shareholders on the same basis as it considers and evaluates candidates
recommended by other sources. Appendix A to this Charter, as it may
be amended from time to time by the Committee, sets forth procedures that must
be followed by shareholders to properly submit a nominee candidate to the
Committee (recommendations not properly submitted in accordance with Appendix A
will not be considered by the Committee).
Madison
Strategic Sector Premium
Fund Page
16
Annual
Meeting July 28, 2010
Appendix
A
Procedures for Shareholders
to Submit Nominee Candidates
A Trust
shareholder must follow the following procedures in order to properly submit a
nominee recommendation for the Committee’s consideration.
1.
|
The
shareholder must submit any such recommendation (a “Shareholder
Recommendation”) in writing to the respective Trust, to the attention of
the Secretary, at the address of the principal executive offices of the
Trust
|
2.
|
The
Shareholder Recommendation must be delivered to or mailed and received at
the principal executive offices of the Trust not less than one hundred and
twenty (120) calendar days nor more than one hundred and fifty (150)
calendar days prior to the date of the Board or shareholder meeting at
which the nominee would be elected.
|
3.
|
The
Shareholder Recommendation must include: (i) a statement in
writing setting forth (A) the name, age, date of birth, business address,
residence address and citizenship of the person recommended by the
shareholder (the “candidate”); (B) the class or series and number of all
shares of the applicable Trust owned of record or beneficially by the
candidate, as reported to such shareholder by the candidate; (C) any other
information regarding the candidate called for with respect to director
nominees by paragraphs (a), (d), (e), (f) of Item 401 of Regulation S-K or
paragraph (b) of Item 22 of Rule 14a-101 (Schedule 14a) under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), adopted
by the Securities and Exchange Commission (or the corresponding provisions
of any regulation or rule subsequently adopted by the Securities and
Exchange Commission or any successor agency applicable to the Trust); (D)
any other information regarding the candidate that would be required to be
disclosed if the candidate were a nominee in a proxy statement or other
filing required to be made in connection with solicitation of proxies for
election of Trustees or directors pursuant to Section 14 of the Exchange
Act and the rules and regulations promulgated thereunder; and (E) whether
the recommending shareholder believes that the candidate is or will be an
“interested person” of the Trust (as defined in the Investment Company Act
of 1940, as amended) and, if not an “interested person,” information
regarding the candidate that will be sufficient for the Trust to make such
determination; (ii) the written and signed consent of the candidate to be
named as a nominee and to serve as a Trustee if elected; (iii) the
recommending shareholder’s name as it appears on the Trust’s books; (iv)
the class or series and number of all shares of the Trust owned
beneficially and of record by the recommending shareholder; and (v) a
description of all arrangements or understandings between the recommending
shareholder and the candidate and any other persons (including their
names) pursuant to which the recommendation is being made by the
recommending shareholder. In addition, the Committee may
require the candidate to furnish such other information as it may
reasonably require or deem necessary to determine the eligibility of such
candidate to serve on the Board.
|
Proxy
Card
Madison
Strategic Sector Premium Fund
550
SCIENCE DRIVE
MADISON,
WISCONSIN 53711
THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES FOR THE ANNUAL MEETING ON
JULY 28, 2010
Holly S.
Baggot and Greg D. Hoppe (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 Madison
Strategic Sector Premium Fund, to be held on Wednesday, July 28, 2010, at 3:00
p.m., Central Time at the offices of the Fund, 550 Science Drive, Madison,
Wisconsin 53711, and any adjournments or postponements thereof.
SEE
REVERSE SIDE: If you wish to vote in accordance with the Board of Trustees’
recommendations, just sign and date on the reverse side. You need not mark any
boxes.
Please
complete, sign, date and return this proxy card promptly using the enclosed
reply envelope.
Madison
Strategic Sector Premium Fund
Annual
Meeting Proxy Card
Solicited
on Behalf of the Board of Trustees
[Shareholder
name and address]
A. Proposals
to be Voted On:
1. Election
of Trustees - The Board of Trustees recommends a vote
FOR
the
nominees listed
below:
1 – Katherine L. Frank*
For [ ] Withhold [
]
2 – James R. Imhoff, Jr.*
For [ ] Withhold [
]
*The
Board of Trustees recommends a vote FOR the election of the identified Class II
trustees of the Madison Strategic Sector Premium Fund to serve until the Fund's
2013 Annual Meeting of Shareholders or until their successors shall have been
elected and qualified.
2. Other
Business - To transact such other business as may properly come before the
Annual Meeting and any adjournment or postponement thereof.
Shares
represented by this proxy will be voted as directed by the shareholder. If no
directions are indicated, the Proxyholders will have authority to vote FOR the
election of the named trustees. In their discretion, the Proxyholders are
authorized to vote upon such other business as may properly come before the
Annual Meeting.
B.
Non-Voting Items
Change of Address — Please print new
address below.
[ ]
C. Authorized
Signatures - Sign Here - This section must be completed for your instructions to
be executed.
Please complete, sign, date and return
this proxy card promptly using the enclosed reply envelope.
Please sign exactly as your name
appears herein. Joint owners should each sign.
When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such.
Signature 1 - Please keep signature
within the box
[
]
Signature 2 - Please keep signature
within the box
[
]
Date (mm/dd/yyyy)
[ ][ ]/[ ][ ]/[ ][ ][ ][
]
Madison
Strategic Sector Premium Fund
Annual
Meeting to be held on 07/28/10 at 3:00 P.M. CDT for holders as of
06/7/10
(control
number)
CUSIP
558268108
1.
Election of
Trustees
Board
of Trustees Recommend a vote for election of the following
nominees:
01-Katherine L. Frank
02-James R. Imhoff, Jr.
[
] For all
nominees
[
] Withhold all
nominees
[
] Withhold
authority to vote for any individual nominee. Write number(s) of
nominees(s) below.
Use number only
________________
Please
indicate your proposal selection by firmly placing and "X" in the appropriate
numbered box with blue or black ink only [X]
See
voting instruction no 1 on reverse
2.
Other
Business
Such
other business as may properly come before the meeting or any adjournment
thereof.
(account
number)
(client
number)
Place "X"
here if you plan to attend and vote your shares at the meeting [
]
Broadridge
51
Mercedes Way
Edgewood
NY 11717
MATERIALS
ELECTION
As of
July 1, 2007, SEC rules permit companies to send you a Notice indicating that
their proxy materials are available on the Internet and how you can request a
mailed copy. Check the box to the right if you want to receive future
proxy materials by mail at no cost to you. Even if you do not check the
box, you will still have the right to request a free set of proxy materials upon
receipt of a Notice. [ ]
Madison
Investment Advisors
550
Science Drive
Madison,
WI
53711
_______________________________
____________
Signatures
Date
VOTING
INSTRUCTIONS
To Our
Clients:
We have
been requested to forward to you the enclosed proxy material relative to
securities held by us in your name. Such securities can be voted only by
us as the holder of record. We shall be pleased to vote your securities in
accordance with your wishes. If you will execute the form and return it to
us promptly in the enclosed business envelope, it is understood that if you sign
without otherwise marking the form, the securities will be voted as recommended
by the Board of Trustees on all matters to be considered at the
meeting.
For this
meeting, the extent of our authority to vote your securities in the absence of
your instructions can be determined by referring to the applicable voting
instruction number indicated on the face of your form.
Voting Instruction Number
1
- We urge you to send in your instructions so that we may vote your
securities in accordance with your wishes. However, the rules of the New
York Stock Exchange provide that if instructions are not received from you prior
to the issuance of the first vote, the proxy may be given at discretion by the
holder of record of the securities on the tenth day, if the proxy material was
mailed at least 15 days prior to the meeting date, or on the fifteenth day, if
proxy material was mailed 25 days or more prior to the meeting date. If
you are unable to communicate with us by such date, we will nevertheless follow
your instructions, even if our discretionary vote has already been given,
provided your instructions are received prior to the meeting date.
Voting Instruction Number
2
- We wish to call your attention to the fact that under the Rules of
the New York Stock Exchange, we cannot vote your securities on one or more of
the matters to be acted upon at the meeting without your specific voting
instructions. If we do not hear from you prior to the issuance of the
first vote, we may vote your securities in our discretion to the extent
permitted by the rules of the Exchange (i.e., on the tenth day, if the proxy
material was mailed at least 15 days prior to the meeting date, or on the
fifteenth day, if proxy material was mailed 25 days or more prior to the meeting
date). If you are unable to communicate with us by such date, we will
nevertheless follow your instructions, even if our discretionary vote has
already been given, provided your instructions are received prior to the meeting
date.
Voting Instruction Number
3
- In order for your securities to be represented at the meeting, it
will be necessary for us to have your specific voting instructions.
Please date, sign and return your voting instructions to us promptly in the
return envelope provided.
Voting Instruction Number
4 Reminder
- We have previously sent you proxy soliciting material
pertaining to the meeting of shareholders of the company indicated.
According
to our latest records, we have not as yet received your voting instructions on
the matters to be considered at this meeting and the company has requested us to
communicate with you in an endeavor to have your securities voted.
The
voting instructions request pertains to securities carried by us in your
accounts but not registered in your name. Such securities can be voted
only by us as the holder of record of the securities. Please date, sign
and return your voting instructions to us promptly in the return envelope
provided.
Should
you wish to attend the meeting and
vote
in person,
please check the box on the front of this form for this purpose. A legal
proxy covering your securities will be issued to you.
Datto (NYSE:MSP)
Historical Stock Chart
From Jul 2024 to Aug 2024
Datto (NYSE:MSP)
Historical Stock Chart
From Aug 2023 to Aug 2024