SCHEDULE 13D
DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT
4/8/14
1. NAME OF REPORTING PERSON
Bulldog Investors, LLC
2. CHECK THE BOX IF MEMBER OF A GROUP a[ ]
b[]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e) []
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DE
___________________________________________________________
7. SOLE VOTING POWER
194,785
8. SHARED VOTING POWER
157,287
9. SOLE DISPOSITIVE POWER
194,785
_______________________________________________________
10. SHARED DISPOSITIVE POWER
157,287
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
352,072 (Footnote 1)
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
6.07%
14. TYPE OF REPORTING PERSON
IA
___________________________________________________________
1. NAME OF REPORTING PERSON
Phillip Goldstein
2. CHECK THE BOX IF MEMBER OF A GROUP a[x]
b[]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e) []
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
___________________________________________________________
7. SOLE VOTING POWER
194,785
8. SHARED VOTING POWER
157,287
9. SOLE DISPOSITIVE POWER
194,785
_______________________________________________________
10. SHARED DISPOSITIVE POWER
157,287
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
352,072 (Footnote 1)
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
6.07%
14. TYPE OF REPORTING PERSON
IN
___________________________________________________________
1. NAME OF REPORTING PERSON
Andrew Dakos
2. CHECK THE BOX IF MEMBER OF A GROUP a[ ]
b[]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e) []
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
___________________________________________________________
7. SOLE VOTING POWER
194,785
8. SHARED VOTING POWER
157,287
9. SOLE DISPOSITIVE POWER
194,785
_______________________________________________________
10. SHARED DISPOSITIVE POWER
157,287
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
352,072 (Footnote 1)
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
6.07%
14. TYPE OF REPORTING PERSON
IN
___________________________________________________________
1. NAME OF REPORTING PERSON
Steven Samuels
2. CHECK THE BOX IF MEMBER OF A GROUP a[ ]
b[]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e) []
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
___________________________________________________________
7. SOLE VOTING POWER
194,785
8. SHARED VOTING POWER
157,287
9. SOLE DISPOSITIVE POWER
194,785
_______________________________________________________
10. SHARED DISPOSITIVE POWER
157,287
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
352,072 (Footnote 1)
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
6.07%
14. TYPE OF REPORTING PERSON
IN
_______________________________________________________
Item 1. SECURITY AND ISSUER
This Schedule 13D relates to the shares of Common Stock
of Madison Strategic Sector Premium Fund ("MSP" or the "Issuer").
The principal executive offices of MSP are located at
550 Science Drive
Madison WI 53711
Item 2. IDENTITY AND BACKGROUND
(a) This statement is filed on behalf of Bulldog Investors,LLC, (a Delaware
Limited Liability Company), Phillip Goldstein, Andrew Dakos and Steven Samuels.
(b) The business address of the reporting persons is Park 80 West-Plaza Two,
250 Pehle Ave., Suite 708, Saddle Brook, NJ 07663.
(c) Bulldog Investors,LLC is a registered investment adviser.
Messrs. Goldstein, Dakos and Samuels are control persons of Bulldog
Investors,LLC.
(d) n/a
(e) n/a
(f) Each of Messrs. Goldstein, Dakos and Samuels is a citizen of the United
States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATIONS
Shares of the Issuer have been accumulated on behalf of clients of
Bulldog Investors,LLC.
ITEM 4. PURPOSE OF TRANSACTION
The filing persons believe the shares are undervalued and may communicate with
management about measures to enhance shareholder value.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As per the N-CSR filed on February 28,2014, there were 5,798,291 shares of
common stock outstanding as of December 31, 2013. The percentages set forth
herein were derived using such number. Phillip Goldstein, Andrew Dakos and
Steven Samuels own Bulldog Investors, LLC, a registered investment advisor.
As of April 21, 2014, Bulldog Investors, LLC is deemed to be the beneficial
owner of 352,072 shares of MSP (representing 6.07% of MSP's outstanding
shares) solely by virtue of Bulldog Investors LLC's power to direct the vote
of, and dispose of, these shares. These 352,072 shares of MSP include 194,785
shares (representing 3.36% of MSP's outstanding shares) that are beneficially
owned by: (a) Mr. Goldstein and (2) the following entities over which Messrs.
Goldstein, Dakos and Mr. Samuels exercise control: Opportunity Partners LP,
Calapasas West Partners, LP, Full Value Special Situations Fund, LP, Full Value
Offshore Fund, Ltd., Full Value Partners, LP, Opportunity Income Plus, LP, and
MCM Opportunity Partners, LP (collectively,"Bulldog Investors Group of Funds")).
Bulldog Investors Group of Funds and Mr. Goldstein may be deemed to constitute
a group. All other shares included in the aforementioned 352,072 shares of MSP
beneficially owned by Bulldog Investors, LLC (solely by virtue of its power to
sell or direct the vote of these shares) are also beneficially owned by clients
of Bulldog Investors, LLC who are not members of any group. The total number of
these "non-group" shares is 157,287 shares (representing 2.71% of MSP's
outstanding shares).
(b) Bulldog Investors, LLC has sole power to dispose of and vote 194,785 shares.
Bulldog Investors, LLC has shared power to dispose of and vote 157,287 shares.
Certain of Bulldog Investors, LLC's clients (none of whom beneficially own more
than 5% of MSP's shares) share this power with Bulldog Investors, LLC. Messrs.
Goldstein, Dakos and Samuels are control persons of Bulldog Investors, LLC.
c) During the past 60 days the following shares of MSP were purchased:
Date: Shares: Price:
02/21/14 8,097 12.2482
02/24/14 12,626 12.2973
02/25/14 4,400 12.2900
02/27/14 2,600 12.2969
02/28/14 5,202 12.3738
03/03/14 2,052 12.3000
03/06/14 8,180 12.4330
03/10/14 5,600 12.3498
03/11/14 66,887 12.3199
03/12/14 13,383 12.3167
03/13/14 12,032 12.3354
03/14/14 1,000 12.3500
03/18/14 18,749 12.1799
03/19/14 327 12.2200
03/20/14 10,100 12.2009
03/21/14 2,000 12.2225
04/03/14 5,034 12.2111
04/04/14 12,300 12.1972
04/07/14 16,172 12.1924
04/08/14 21,348 12.1843
04/09/14 23,536 12.2744
04/10/14 15,400 12.2919
04/16/14 1,000 12.2900
04/17/14 7,062 12.3467
d) Clients of Bulldog Investors, LLC are entitled to receive any dividends or
sales proceeds.
e) N/A
ITEM 6. CONTRACTS,ARRANGEMENTS,UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
N/A
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
See exhibit 1
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: 4/21/2014
By: /S/ Phillip Goldstein
Name: Phillip Goldstein
By: /S/ Andrew Dakos
Name: Andrew Dakos
By: /S/ Steven Samuels
Name: Steven Samuels
Bulldog Investors, LLC
By: /s/ Andrew Dakos
Andrew Dakos, Member
Footnote 1: The reporting persons disclaim beneficial ownership except
to the extent of any pecuniary interest therein.
Exhibit 1:
Agreement to Make Joint Filing
Agreement made as of the 21 day of April, 2014, by and among
Bulldog Investors, LLC, Phillip Goldstein, Andrew Dakos, and Steven Samuels.
WHEREAS, Rule 13d-1(k)(1) under the Securities Exchange Act of 1934 provides
that whenever two or more persons are required to file a statement containing
the information required by Schedule 13D with respect to the same securities,
only one such statement need be filed, so long as, among other things, such
filing includes as an exhibit an agreement among such persons that such a
statement is filed on behalf of each of them;
WHEREAS, in connection with certain holdings of Madison Strategic Sector
Premium Fund(MSP), each of the parties to this Agreement is required to file
a statement containing the information required by Schedule 13D with respect
to the same holdings of MSP;
NOW THEREFORE, the parties hereby agree that one statement containing the
information required by Schedule 13D shall be filed on behalf of each party
hereto.
IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
hereto as of the day and year first written above.
By:/s/ Phillip Goldstein By:/s/ Andrew Dakos
Phillip Goldstein Andrew Dakos
BULLDOG INVESTORS, LLC
By: /s/ Steven Samuels By: /s/ Andrew Dakos
Steven Samuels Andrew Dakos, Member