MEMBERS MUTUAL FUNDS (Form: 485APOS, Received: 01/02/2013 11:16:40)

As filed with the Securities and Exchange Commission on January 2, 2013

SEC File Nos. 333-29511 and 811-08261

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-1A

Registration Statement Under the Securities Act of 1933 [X]

Pre-Effective Amendment No. [ ]

Post-Effective Amendment No. 37 [X]

and/or

Registration Statement Under the Investment Company Act of 1940 [X]

Amendment No. 39 [X]

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MEMBERS Mutual Funds

550 Science Drive

Madison, WI 53711

(800) 767-0300

(Registrant's Exact Name, Address and Telephone Number)

Pamela M. Krill

General Counsel and Chief Legal Officer

Madison Asset Management, LLC

550 Science Drive

Madison, WI 53711

(Name and Address of Agent for Service)

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It is proposed that this filing will become effective (check appropriate box):

[ ] immediately upon filing pursuant to paragraph (b)

[ ] on (date) pursuant to paragraph (b)

[ ] 60 days after filing pursuant to paragraph (a)(1)

[ ] on (date) pursuant to paragraph (a)(1)

[ ] 75 days after filing pursuant to paragraph (a)(2)

[X] on April 18, 2013 pursuant to paragraph (a)(2) of Rule 485

If appropriate, check the following box:

[ ] This post-effective amendment designates a new effective date for a

previously filed post-effective amendment.

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Explanatory Note : This filing is being made to add nine new series of shares and two new share classes which are necessitated by a number of proposed reorganizations involving the Registrant and the Madison Mosaic Government Money Market Trust, the Madison Mosaic Tax-Free Trust, the Madison Mosaic Equity Trust and the Madison Mosaic Income Trust, as follows: (i) New Series : Government Bond Fund, High Quality Bond Fund, Corporate Bond Fund, Investors Fund, NorthRoad International Fund, Dividend Income Fund, Disciplined Equity Fund, Tax-Free Virginia Fund, and Tax-Free National Fund; and (ii) New Share Classes : Class R6 to be added to Core Bond Fund (formerly known as the Bond Fund) and Class R6 to be added to Mid Cap Fund.

Please also note that the Registrant intends to change its name from “MEMBERS Mutual Funds” to “Madison Funds” effective February 1, 2013. It is for this reason that Registrant is referred to as Madison Funds throughout the prospectus and statement of additional information included in this Form N-1A.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer is not permitted.

Preliminary Prospectus dated January 2, 2013

(Madison Funds logo)

Madison Funds®

Prospectus – April 19, 2013

Fund	Ticker Symbol Class Y	Ticker Symbol Class R6

Government Bond Fund	MADTX	--

Core Bond Fund *	MBOYX	MCBRX

High Quality Bond Fund	MIIBX	--

Corporate Bond Fund	COINX	--

Investors Fund	MINVX	--

Mid Cap Fund	GTSGX	MMCRX

Dividend Income Fund	BHBFX	--

Disciplined Equity Fund	MADEX	MDERX

NorthRoad International Fund	NRIEX	NRRIX

Tax-Free Virginia Fund	GTVAX	--

Tax-Free National Fund	GTFHX	--

____________________________

Formerly known as the Bond Fund.

Fund does not offer this share class.

As with all mutual funds, the Securities and Exchange Commission has not approved or disapproved the shares in these funds, nor does the Commission guarantee the accuracy or adequacy of the prospectus. Any statement to the contrary is a criminal offense.

MADISON F UNDS®

TABLE OF CONTENTS

[update TOC]

FUND SUMMARIES	3
Government Bond Fund	3
Core Bond Fund	6
High Quality Bond Fund	10
Corporate Bond Fund	13
Investors Fund	16
Mid-Cap Fund	19
Dividend Income Fund	22
Diversified Equity Fund	25
NorthRoad International Fund	28
Tax-Free Virginia Fund	31
Tax-Free National Fund	34
ADDITIONAL RISKS	36
YOUR ACCOUNT	36
Choosing a Share Class	36
How to Contact Us	36
Opening an Account	37
Purchasing Shares	37
Purchasing by Exchange	38
Selling Shares	38
Additional Investor Services	42
Distributions and Taxes	43
INVESTMENT ADVISER	44
PORTFOLIO MANAGEMENT	45
FINANCIAL HIGHLIGHTS	46

Please note that an investment in any of these funds is not a deposit in a financial institution

and is neither insured nor endorsed in any way by any financial institution or government agency.

FUND SUMMARY

GOVERNMENT BOND FUND

Investment Objective

The Government Bond Fund seeks to generate income and preserve principal by investing primarily in government and government-related fixed income instruments.

Fees and Expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the fund.

Shareholder Fees: (fees paid directly from your investment)	Class Y
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)	None
Maximum Deferred Sales Charge (Load) (as a percentage of amount redeemed)	None
Redemption Fee Within 30 days of Purchase (as a percentage of amount redeemed)	None

Annual Fund Operating Expenses: (expenses that you pay each year as a percentage of the value of your investment)	Class Y
Management Fees	0.40%
Distribution and/or Service (Rule 12b-1) Fees	None
Other Expenses	0.25%
Total Annual Fund Operating Expenses	0.65%
Less: Management Fee Waiver	(0.10%) 1
Net Annual Fund Operating Expenses	0.55%

1	The investment adviser to the fund, Madison Asset Management, LLC (“Madison”), has contractually agreed to waive 0.10% of its management fee until at least May 1, 2014. Any fees waived will not be subject to later recoupment by Madison.

Example :

The following example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes you invest $10,000 in the fund for the time periods indicated and then redeem your shares at the end of the period. The example also assumes that your investment has a 5% return each year and that the fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions, your costs would be:

	Class Y
1 Year	$56
3 Years	$198
5 Years	$353
10 Years	$804

Portfolio Turnover

The fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs, which are not reflected in total annual fund operating expenses or in the expense examples above, affect the fund’s performance. During the most recent fiscal year, the fund’s portfolio turnover rate was __ % of the average value of its portfolio.

Principal Investment Strategies

The fund seeks to achieve its investment objective through investments in bonds and other debt securities. Under normal market conditions, the fund will invest at least 80% of its net assets in investment grade U.S. Government securities. U.S Government securities include a variety of securities issued or guaranteed by the U.S. Treasury and various agencies of the federal government, as well as securities issued by various instrumentalities that were established or sponsored by the U.S. Government and certain interests in these types of securities (e.g., mortgage-backed securities). The fund emphasizes the safety of principal and interest for its portfolio investments. The maturities of such investments may range from long-term (30 years or more) to short-term (less than 10 years).

currently held. However, increasing portfolio turnover at a time when Madison’s assessment of market performance is incorrect could lower investment performance. The fund pays implied brokerage commissions when it purchases or sells bonds, which is the difference between the bid and ask price. As a result, as portfolio turnover increases, the cumulative effect of this may hurt fund performance. Under normal circumstances, the fund will not engage in active or frequent trading of its bonds. However, it is possible that Madison will determine that market conditions require a significant change to the composition of the fund’s portfolio. For example, if interest rates rise significantly, Madison may attempt to sell bonds before they lose much value. Also, if the fund experiences large swings in shareholder purchases and redemptions, Madison may be required to sell bonds more frequently in order to generate the cash needed to pay redeeming shareholders. Under these circumstances, the fund could make a taxable capital gain distribution.

Madison reserves the right to invest a portion of the fund’s assets in short-term debt securities (i.e., those with maturities of one year or less) and to maintain a portion of fund assets in uninvested cash. However, Madison does not intend to hold more than 35% of the fund’s assets in such investments, unless Madison determines that market conditions warrant a temporary defensive investment position. Under such circumstances, up to 100% of the fund may be so invested. To the extent the fund engages in this temporary defensive position, the fund’s ability to achieve its investment objective may be diminished. Short-term investments may include investment grade certificates of deposit, commercial paper and repurchase agreements. Madison might hold substantial cash reserves in seeking to reduce the fund’s exposure to bond price depreciation during a period of rising interest rates and to maintain desired liquidity while awaiting more attractive investment conditions in the bond market.

The fund’s investment strategy reflects Madison’s general “Participate and Protect®” investment philosophy. Madison’s expectation is that investors in the fund will participate in market appreciation during bull markets and be protected during bear markets compared with investors in portfolios holding more speculative and volatile securities; therefore, this investment philosophy is intended to represent a conservative investment strategy. There is no assurance that Madison’s expectations regarding this investment strategy will be realized.

Principal Risks

Interest Rate Risk . As with most income funds, the fund is subject to interest rate risk, which is the risk that the value of your investment will fluctuate with changes in interest rates. Typically, a rise in interest rates causes a decline in the market value of income bearing securities.

Call Risk. If a bond issuer “calls” a bond held by the fund (i.e., pays it off at a specified price before it matures), the fund could have to reinvest the proceeds at a lower interest rate. It may also experience a loss if the bond is called at a price lower than what the fund paid for the bond.

Risk of Default. Although the fund’s investment adviser monitors the condition of bond issuers, it is still possible that unexpected events could cause the issuer to be unable to pay either principal or interest on its bond. This could cause the bond to go into default and lose value. Some federal agency securities are not backed by the full faith and credit of the United States, so in the event of default, the fund would have to look to the agency issuing the bond for ultimate repayment.

Mortgage-Backed Securities Risk . The fund may own obligations backed by mortgages issued by a government agency or through a government-sponsored program. If the mortgage holders prepay principal during a period of falling interest rates, the fund could be exposed to prepayment risk. In that case, the fund would have to reinvest the proceeds at a lower interest rate. The security itself may not increase in value with the corresponding drop in rates since the prepayment acts to shorten the maturity of the security.

Government Security Risk. Some federal agencies have authority to borrow from the U.S. Treasury while others do not. In the case of securities not backed by the full faith and credit of the United States, the fund must look principally to the agency issuing or guaranteeing the obligation for ultimate repayment. The fund may not be able to assess a claim against the United States itself in the event the agency or instrumentality does not meet its commitments.

Performance

The following bar chart and table provide some indication of the risks of investing in the fund. The bar chart shows how the fund’s investment results have varied from year to year. The table shows the fund’s average annual total returns for various periods compared to a broad measure of market performance. The fund’s past performance (before and after taxes) is not necessarily an indication of its future performance. Updated performance information is available by visiting www.madisonfunds.com or by calling 1-800-877-6089.

The performance data presented below for all periods prior to the date of this prospectus represents the performance of the Madison Mosaic Income Trust Government Fund, which was renamed Madison Government Bond Fund when it was reorganized as a new series of Madison Funds.

Calendar Year Total Returns for Class Y Shares

[insert bar chart with 2012 data]

Best Calendar Quarter:
Worst Calendar Quarter:

Average Annual Total Returns

For Periods Ended December 31, 2012

	1 Year	5 Years	10 Years
Class Y Shares – Return Before Taxes
Return After Taxes on Distributions
Return After Taxes on Distributions and Sale of Fund Shares
Barclays Capital Intermediate Government Bond Index (reflects no deduction for sales charges, account fees, expenses or taxes)

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold their fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts.

Portfolio Management

The investment adviser to the fund is Madison Asset Management, LLC. Paul Lefurgey, CFA (Managing Director, Head of Fixed Income Investments) and Chris Nisbet (Vice President, Portfolio Manager) co-manage the fund. Mr. Lefurgey has served in this capacity since 2006 and Mr. Nisbet has served in this capacity since 1996 (both serving prior to the date of this prospectus as co-managers of the Government Fund, a series of the Madison Mosaic Income Trust, which is the predecessor of the fund).

Purchase and Sale of Fund Shares

Class Y Shares . Class Y Shares are available for purchase by allocation funds managed by Madison, in fee-based managed account programs sponsored by Madison and/or its affiliates, and through orders placed by dealers and financial intermediates that have entered into special arrangements with the fund’s distributor. Under these circumstances, the minimum initial investment requirement is $1,000 for non-retirement accounts and $500 for retirement accounts, with a minimum subsequent investment of $50 for all accounts; provided that these minimums may be waived in certain situations. Class Y shares are also available for purchase directly from the fund with a minimum initial investment of $10,000 for non-retirement accounts and $5,000 for retirement accounts, and a minimum subsequent investment of $50 for all accounts; provided that these minimums are waived for the following investors:

·	Any shareholder of the fund as of the close of business on April 19, 2013

·	Employees of Madison or its affiliates

·	Investment advisory clients of Madison or its affiliates

These waivers may be discontinued at any time.

You may purchase or redeem shares of the fund on any day the New York Stock Exchange is open for business. Purchases may be made by check, wire, telephone, exchange or Internet. Redemptions may be made by letter, telephone, exchange or Internet.

Tax Information

Dividends and capital gains distributions you receive from the fund are subject to federal income taxes and may also be subject to state and local taxes, unless you are tax-exempt or your account is tax-exempt or tax-deferred. Distributions from the fund may be taxed as ordinary income or long-term capital gains.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase shares of the fund through a broker-dealer or other financial intermediary (such as a financial advisor), the fund and/or the fund’s investment adviser may pay the intermediary for the sale of fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other financial intermediary and your financial advisor to recommend the fund over another investment. Ask your financial advisor or visit your financial intermediary’s website for more information.

FUND SUMMARY

CORE BOND FUND (f/k/a Bond Fund)

Investment Objective

The Core Bond Fund seeks to generate a high level of current income, consistent with the prudent limitation of investment risk.

Fees and Expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the fund.

Shareholder Fees: (fees paid directly from your investment)	Class Y	Class R6
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)	None	None
Maximum Deferred Sales Charge (Load) (as a percentage of amount redeemed)	None	None
Redemption Fee Within 30 days of Purchase (as a percentage of amount redeemed)	None	None

Annual Fund Operating Expenses: (expenses that you pay each year as a percentage of the value of your investment)	Class Y	Class R6
Management Fees	0.50%	0.50%
Distribution and/or Service (Rule 12b-1) Fees	None	None
Other Expenses	0.15%	0.02%
Total Annual Fund Operating Expenses	0.65%	0.52%

Example :

	Class Y	Class R6
1 Year	$66	$43
3 Years	$208	$135
5 Years	$362	$235
10 Years	$810	$530

Portfolio Turnover

Principal Investment Strategies

Under normal market conditions, the fund invests at least 80% of its net assets in bonds. The fund emphasizes investment grade securities and maintains an intermediate (typically 3-7 year) average portfolio duration, with the goal of being between 85-115% of the market benchmark duration. Duration is a measure of a security’s price sensitivity to changes in interest rates. The fund is managed so that, under normal circumstances, the dollar weighted average maturity of the fund will be 10 years or less. The fund strives to minimize risk in the portfolio by making strategic decisions relating to credit risk and yield curve outlook. The fund may invest in the following instruments:

Corporate debt securities : securities issued by domestic and foreign corporations which have a rating within the four highest categories and, to a limited extent (up to 20% of its assets), in securities not rated within the four highest categories. The fund’s investment adviser, Madison Asset Management, LLC (“Madison”), will only invest in lower-grade securities when it believes that the creditworthiness of the issuer is stable or improving, and when the potential return of investing in such securities justifies the higher level of risk;

·	U.S. Government debt securities : securities issued or guaranteed by the U.S. Government or its agencies or instrumentalities;

·	Foreign government debt securities : securities issued or guaranteed by a foreign government or its agencies or instrumentalities, payable in U.S. dollars, which have a rating within the four highest categories;

·	Non-rated debt securities : securities issued or guaranteed by corporations, financial institutions, and others which, although not rated by a national rating service, are considered by Madison to have an investment quality equivalent to one of the four highest categories; and

Asset-backed, mortgage-backed and commercial mortgage-backed securities : securities issued or guaranteed by special purpose corporations and financial institutions which represent direct or indirect participation in, or are collateralized by, an underlying pool of assets. The types of assets that can be “securitized” include residential or commercial mortgages, credit card receivables, automobile loans, and other assets.

Madison may alter the composition of the fund with regard to quality and maturity and may sell securities prior to maturity. Under normal circumstances, however, turnover for the fund is generally not expected to exceed 100%. Sales of fund securities may result in capital gains. This can occur any time Madison sells a bond at a price that was higher than the purchase price, even if Madison does not engage in active or frequent trading. Madison’s intent when it sells bonds is to “lock in” any gains already achieved by that investment or, alternatively, prevent additional or potential losses that could occur if Madison continued to hold the bond. Turnover may also occur when Madison finds an investment that could generate a higher return then the investment currently held. However, increasing portfolio turnover at a time when Madison’s assessment of market performance is incorrect could lower investment performance. The fund pays implied brokerage commissions when it purchases or sells bonds, which is the difference between the bid and ask price. As a result, as portfolio turnover increases, the cumulative effect of this may hurt fund performance. Under normal circumstances, the fund will not engage in active or frequent trading of its bonds. However, it is possible that Madison will determine that market conditions require a significant change to the composition of the fund’s portfolio. For example, if interest rates rise significantly, Madison may attempt to sell bonds before they lose much value. Also, if the fund experiences large swings in shareholder purchases and redemptions, Madison may be required to sell bonds more frequently in order to generate the cash needed to pay redeeming shareholders. Under these circumstances, the fund could make a taxable capital gain distribution.

Principal Risks

Liquidity Risk . The fund is also subject to liquidity risk, which means there may be little or no trading activity for the debt securities in which the fund invests, and that may make it difficult for the fund to value accurately and/or sell those securities. In addition, liquid debt securities in which the fund invests are subject to the risk that during certain periods their liquidity will shrink or disappear suddenly and without warning as a result of adverse economic, regulatory or market conditions, or adverse investor perceptions. If the fund experiences rapid, large redemptions during a period in which a substantial portion of its debt securities are illiquid, the fund may be forced to sell those securities at a discount, which could result in significant fund and shareholder losses.

Credit Risk . The fund is subject to credit risk, which is the risk that issuers of debt securities may be unable to meet their interest or principal payment obligations when due. The ability of the fund to realize interest under repurchase agreements and pursuant to loans of the fund’s securities is dependent on the ability of the seller or borrower, as the case may be, to perform its obligation to the fund.

Prepayment/Extension Risk . The fund is subject to prepayment/extension risk, which is the chance that a fall/rise in interest rates will reduce/extend the life of a mortgage-backed security by increasing/decreasing mortgage prepayments, typically reducing the fund’s return.

Non-Investment Grade Security Risk . To the extent that the fund invests in non-investment grade securities, the fund is also subject to above-average credit, market and other risks. Issuers of non-investment grade securities (i.e., “junk” bonds) are typically in weak financial health and their ability to pay interest and principal is uncertain. Compared to issuers of investment grade bonds, they are more likely to encounter financial difficulties and to be materially affected by these difficulties when they do encounter them.

Foreign Security Risk . Investments in foreign securities involve risks relating to currency fluctuations and to political, social and economic developments abroad, as well as risks resulting from differences between the regulations to which U.S. and foreign issuers and markets are subject. These risks may be greater in emerging markets. The investment markets of emerging countries are generally more volatile than markets of developed countries with more mature economies.

Performance

Effective as of the date of this prospectus, the Madison Mosaic Income Trust Core Bond Fund merged with the MEMBERS Bond Fund, and the combined fund was renamed the Madison Core Bond Fund. The performance data presented below is that of the accounting survivor of the merger, the Madison Core Bond Fund (formerly known as the MEMBERS Bond Fund).

Calendar Year Total Returns for Class Y Shares

[insert bar chart with 2012 data]

Best Calendar Quarter:
Worst Calendar Quarter:

Average Annual Total Returns

For Periods Ended December 31, 2012

	1 Year	5 Years	Since Inception 6/30/2006
Class Y Shares – Return Before Taxes
Return After Taxes on Distributions
Return After Taxes on Distributions and Sale of Fund Shares
Class R6 Shares – Return Before Taxes	*	*	*
Bank of America Merrill Lynch U.S. Corporate, Government & Mortgage Index (reflects no deduction for sales charges, account fees, expenses or taxes)

*The Class R6 share class is new as of the date hereof; therefore, performance information is not available. Class R6 shares would have substantially similar returns as the Class Y share class because the shares are invested in the same portfolio of securities and the annual returns would differ only to the extent that the share classes do not have the same expenses.

Portfolio Management

The investment adviser to the fund is Madison Asset Management, LLC. Dean “Jack” Call, DBA and CFA (Vice President, Portfolio Manager) and Paul Lefurgey, CFA (Managing Director, Head of Fixed Income Investments) co-manage the fund. Mr. Call has served in this capacity since 2004 and Mr. Lefurgey has served in this capacity since July 2009.

Purchase and Sale of Fund Shares

Class Y Shares. Class Y Shares are available for purchase by allocation funds managed by Madison, in fee-based managed account programs sponsored by Madison and/or its affiliates, and through orders placed by dealers and financial intermediates that have entered into special arrangements with the fund’s distributor. Under these circumstances, the minimum initial investment requirement is $1,000 for non-retirement accounts and $500 for retirement accounts, with a minimum subsequent investment of $50 for all accounts; provided that these minimums may be waived in certain situations. Class Y shares are also available for purchase directly from the fund with a minimum initial investment of $10,000 for non-retirement accounts and $5,000 for retirement accounts, and a minimum subsequent investment of $50 for all accounts; provided that these minimums are waived for the following investors:

·	Any shareholder of the fund as of the close of business on April 19, 2013

·	Employees of Madison or its affiliates

·	Investment advisory clients of Madison or its affiliates

These waivers may be discontinued at any time.

Class R6 Shares . Class R6 shares are generally available only to retirement plan investors and, subject to a minimum initial investment of $500,000, certain other institutional investors. The fund reserves the right to lower the minimum initial investment amount on a case-by-case basis if deemed to be in the interest of the fund. Class R6 shares are not available to retail nonretirement accounts, traditional and Roth individual retirement accounts (IRAs), Coverdell Education Savings Accounts, SEPS, SARSEPs, SIMPLE IRAs or individual 403(b) plans.

Tax Information

Payments to Broker-Dealers and Other Financial Intermediaries

FUND SUMMARY

HIGH QUALITY BOND FUND

Investment Objective

The High Quality Bond Fund seeks to obtain the highest total investment return within the policy limitations of (1) investing in bonds and money market instruments rated A or better, and (2) maintaining a dollar weighted average maturity of ten years or less.

Fees and Expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the fund.

Shareholder Fees: (fees paid directly from your investment)	Class Y
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)	None
Maximum Deferred Sales Charge (Load) (as a percentage of amount redeemed)	None
Redemption Fee Within 30 days of Purchase (as a percentage of amount redeemed)	None

Annual Fund Operating Expenses: (expenses that you pay each year as a percentage of the value of your investment)	Class Y
Management Fees	0.30%
Distribution and/or Service (Rule 12b-1) Fees	None
Other Expenses	0.19%
Total Annual Fund Operating Expenses	0.49%

Example :

	Class Y
1 Year	$50
3 Years	$157
5 Years	$274
10 Years	$616

Portfolio Turnover

Principal Investment Strategies

The fund seeks to achieve its investment objectives through diversified investments in a broad range of corporate debt securities, obligations of the U.S. Government and its agencies, and money market instruments. In seeking to achieve the fund’s goals, the fund’s investment adviser will (1) shorten or lengthen the dollar weighted average maturity of the fund based on its anticipation of the movement of interest rates (the dollar weighted average maturity is expected to be ten years or less), and (2) monitor the yields of the various bonds that satisfy the fund’s investment guidelines to determine the best combination of yield, credit risk and diversification for the fund. Under normal market conditions, the fund will invest at least 80% of its net assets in higher quality bond issues and, therefore, intends to maintain an overall portfolio quality rating of A by Standard & Poor’s and/or A2 by Moody’s.

The fund’s investment adviser, Madison Asset Management, LLC (“Madison”), may alter the composition of the fund with regard to quality and maturity and may sell securities prior to maturity. Under normal circumstances, however, turnover for the fund is generally not expected to exceed 100%. Sales of fund securities may result in capital gains. This can occur any time Madison sells a bond at a price that was higher than the purchase price, even if Madison does not engage in active or frequent trading. Madison’s intent when it sells bonds is to “lock in” any gains already achieved by that investment or, alternatively, prevent additional or potential losses that could occur if Madison continued to hold the bond. Turnover may also occur when Madison finds an investment that could generate a higher return then the investment currently held. However, increasing portfolio turnover at a time when Madison’s assessment of market performance is incorrect could lower investment performance. The fund pays implied brokerage commissions when it purchases or sells bonds, which is the difference between the bid and ask price. As a result, as

portfolio turnover increases, the cumulative effect of this may hurt fund performance. Under normal circumstances, the fund will not engage in active or frequent trading of its bonds. However, it is possible that Madison will determine that market conditions require a significant change to the composition of the fund’s portfolio. For example, if interest rates rise significantly, Madison may attempt to sell bonds before they lose much value. Also, if the fund experiences large swings in shareholder purchases and redemptions, Madison may be required to sell bonds more frequently in order to generate the cash needed to pay redeeming shareholders. Under these circumstances, the fund could make a taxable capital gain distribution.

Principal Risks

Performance

The performance data presented below for all periods prior to the date of this prospectus represents the performance of the Madison Mosaic Income Trust Institutional Bond Fund, which was renamed Madison High Quality Bond Fund when it was reorganized as a new series of Madison Funds.

Calendar Year Total Returns for Class Y Shares

[insert bar chart with 2012 data]

Best Calendar Quarter:
Worst Calendar Quarter:

Average Annual Total Returns

For Periods Ended December 31, 2012

	1 Year	5 Years	10 Years
Class Y Shares – Return Before Taxes
Return After Taxes on Distributions
Return After Taxes on Distributions and Sale of Fund Shares
Barclays Capital Intermediate Government Credit Index (reflects no deduction for sales charges, account fees, expenses or taxes)

Portfolio Management

The investment adviser to the fund is Madison Asset Management, LLC. Paul Lefurgey, CFA (Managing Director, Head of Fixed Income Investments) and Chris Nisbet (Vice President, Portfolio Manager) co-manage the fund. Mr. Lefurgey has served in this capacity since 2006 and Mr. Nisbet has served in this capacity since the fund’s inception in 2000 (both serving prior to the date of this prospectus as co-managers of the Institutional Bond Fund, a series of the Madison Mosaic Income Trust, which is the predecessor of the fund).

Purchase and Sale of Fund Shares

Class Y Shares. Class Y Shares are available for purchase by allocation funds managed by Madison, in fee-based managed account programs sponsored by Madison and/or its affiliates, and through orders placed by dealers and financial intermediates that have entered into special arrangements with the fund’s distributor. Under these circumstances, the minimum initial investment requirement is $1,000 for non-retirement accounts and $500 for retirement accounts, with a minimum subsequent investment of $50 for all accounts; provided that these minimums may be waived in certain situations. Class Y shares are also available for purchase directly from the fund with a minimum initial investment of $10,000 for non-retirement accounts and $5,000 for retirement accounts, and a minimum subsequent investment of $50 for all accounts; provided that these minimums are waived for the following investors:

·	Any shareholder of the fund as of the close of business on April 19, 2013

·	Employees of Madison or its affiliates

·	Investment advisory clients of Madison or its affiliates

These waivers may be discontinued at any time.

Tax Information

Payments to Broker-Dealers and Other Financial Intermediaries

FUND SUMMARY

CORPORATE BOND FUND

Investment Objective

The Corporate Bond Fund seeks to obtain high total investment returns in the form of income and share price appreciation.

Fees and Expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the fund.

Shareholder Fees: (fees paid directly from your investment)	Class Y
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)	None
Maximum Deferred Sales Charge (Load) (as a percentage of amount redeemed)	None
Redemption Fee Within 30 days of Purchase (as a percentage of amount redeemed)	None

Annual Fund Operating Expenses: (expenses that you pay each year as a percentage of the value of your investment)	Class Y
Management Fees	0.40%
Distribution and/or Service (Rule 12b-1) Fees	None
Other Expenses	0.25%
Total Annual Fund Operating Expenses	0.65%

Example :

	Class Y
1 Year	$66
3 Years	$208
5 Years	$362
10 Years	$810

Portfolio Turnover

Principal Investment Strategies

The fund seeks to achieve its investment objective through diversified investment in a broad range of corporate debt securities. In seeking to achieve the fund’s goal, the fund’s investment adviser will: (1) monitor the yields of the various bonds that satisfy the fund’s investment guidelines to determine the best combination of yield, credit risk and diversification for the fund; (2) shorten or lengthen the fund’s dollar weighted average maturity and dollar weighted average duration based on the adviser’s anticipation of the movement of interest rates; (3) select individual securities based on a thorough evaluation of fundamental credit risk; and (4) actively rotate among sectors and quality ratings in search of value and to manage risk. Under normal market conditions, the fund will invest at least 80% of its net assets in income-producing corporate bonds, and at least 80% of its assets in investment grade bonds. Up to 20% of the fund’s assets may be invested in non-investment grade fixed-income securities commonly referred to as “high yield” or “junk” bonds. The fund expects to maintain an average overall portfolio quality of A- or better, an overall portfolio dollar weighted average maturity of 15 years or less, and an overall portfolio duration within 25% of the Barclays Capital Corporate Bond Index benchmark (with the flexibility to occasionally vary from the benchmark by up to 50% when the investment adviser believes interest rates are likely to materially change).

investment that could generate a higher return then the investment currently held. However, increasing portfolio turnover at a time when Madison’s assessment of market performance is incorrect could lower investment performance. The fund pays implied brokerage commissions when it purchases or sells bonds, which is the difference between the bid and ask price. As a result, as portfolio turnover increases, the cumulative effect of this may hurt fund performance. Under normal circumstances, the fund will not engage in active or frequent trading of its bonds. However, it is possible that Madison will determine that market conditions require a significant change to the composition of the fund’s portfolio. For example, if interest rates rise significantly, Madison may attempt to sell bonds before they lose much value. Also, if the fund experiences large swings in shareholder purchases and redemptions, Madison may be required to sell bonds more frequently in order to generate the cash needed to pay redeeming shareholders. Under these circumstances, the fund could make a taxable capital gain distribution.

Madison reserves the right to invest a portion of the fund’s assets in short-term debt securities (i.e., those with maturities of one year or less) and to maintain a portion of fund assets in uninvested cash. However, Madison does not intend to hold more than 20% of the fund’s assets in such investments, unless Madison determines that market conditions warrant a temporary defensive investment position. Under such circumstances, up to 100% of the fund may be so invested. To the extent the fund engages in this temporary defensive position, the fund’s ability to achieve its investment objective may be diminished. Short-term investments may include investment grade certificates of deposit, commercial paper and repurchase agreements. Madison might hold substantial cash reserves in seeking to reduce the fund’s exposure to bond price depreciation during a period of rising interest rates and to maintain desired liquidity while awaiting more attractive investment conditions in the bond market.

Principal Risks

Non-Investment Grade Security Risk . To the extent that the fund invests in non-investment grade securities, the fund is also subject to above-average credit, market and other risks. Issuers of non-investment grade securities (i.e., “junk” bonds) are typically in weaker financial health and their ability to pay interest and principal is more uncertain than investment grade bonds. Compared to issuers of investment grade bonds, they are more likely to encounter financial difficulties and to be materially affected by these difficulties when they do encounter them.

Performance

The performance data presented below for all periods prior to the date of this prospectus represents the performance of the Madison Mosaic Income Trust Investment Grade Corporate Bond Fund (formerly known as the Madison Mosaic Income Trust Corporate Income Shares Fund), which was renamed Madison Corporate Bond Fund when it was reorganized as a new series of Madison Funds. For the period July 1, 2007 through November 29, 2010, the fund was known as the Madison Mosaic Income Trust Corporate Income Shares Fund and paid no management fees or other expenses under its services agreement with the investment adviser. Had these fees been paid by the fund, returns in the charts below would have been lower.

Calendar Year Total Returns for Class Y Shares

[insert bar chart with 2012 data]

Best Calendar Quarter:
Worst Calendar Quarter:

Average Annual Total Returns

For Periods Ended December 31, 2012

	1 Year	Since Inception 7/1/2007
Class Y Shares – Return Before Taxes
Return After Taxes on Distributions
Return After Taxes on Distributions and Sale of Fund Shares
Barclays Capital Credit Bond Index (reflects no deduction for sales charges, account fees, expenses or taxes)

Portfolio Management

The investment adviser to the fund is Madison Asset Management, LLC. Paul Lefurgey, CFA (Managing Director, Head of Fixed Income Investments) and Allen Olson (Vice President, Portfolio Manager) co-manage the fund. Mr. Lefurgey has served in this capacity since inception of the fund in July 2007 and Mr. Olson has served in this capacity since November 2010 (both serving prior to the date of this prospectus as co-managers of the Investment Grade Corporate Bond Fund, a series of the Madison Mosaic Income Trust, which is the predecessor of the fund).

Purchase and Sale of Fund Shares

Class Y Shares. Class Y Shares are available for purchase by allocation funds managed by Madison, in fee-based managed account programs sponsored by Madison and/or its affiliates, and through dealers and financial intermediates that have entered into special arrangements with the fund’s distributor. Under these circumstances, there is no minimum initial or subsequent investment requirements imposed by the fund that must be met. Class Y shares are also available for purchase directly from the fund with a minimum initial investment of $10,000, and a minimum subsequent investment of $5,000; provided that these minimums are waived for the following investors:

·	Any shareholder of the fund as of the close of business on April 19, 2013

·	Employees of Madison or its affiliates

·	Investment advisory clients of Madison or its affiliates

These waivers may be discontinued at any time.

Tax Information

Payments to Broker-Dealers and Other Financial Intermediaries

FUND SUMMARY

INVESTORS FUND

Investment Objective

The Investors Fund seeks long-term capital appreciation.

Fees and Expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the fund.

Shareholder Fees: (fees paid directly from your investment)	Class Y
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)	None
Maximum Deferred Sales Charge (Load) (as a percentage of amount redeemed)	None
Redemption Fee Within 30 days of Purchase (as a percentage of amount redeemed)	None

Annual Fund Operating Expenses: (expenses that you pay each year as a percentage of the value of your investment)	Class Y
Management Fees	0.75%
Distribution and/or Service (Rule 12b-1) Fees	None
Other Expenses	0.35%
Total Annual Fund Operating Expenses	1.10%
Less: Management and Service Fee Waivers	(0.15%) 1
Net Annual Fund Operating Expenses	0.95%

1	The investment adviser to the fund, Madison Asset Management, LLC (“Madison”), has contractually agreed to waive 0.10% of its management fee and 0.05% of its service fee until at least May 1, 2014. Any fees waived will not be subject to later recoupment by Madison.

Example :

	Class Y
1 Year	$97
3 Years	$335
5 Years	$593
10 Years	$1,335

Portfolio Turnover

Principal Investment Strategies

The fund seeks to achieve its investment objective by investing primarily in the common stock of established high-quality, growth companies. The fund may also invest up to 25% of its assets in foreign securities (including American Depositary Receipts). To the extent invested in common stocks, the fund generally invests in only 25-40 companies at any given time. This reflects Madison’s belief that your money should be invested in the adviser’s top investment ideas, and that focusing on Madison’s best investment ideas is the best way to achieve the fund’s investment objectives.

more appropriate. By avoiding overpriced securities, Madison attempts to avoid the most volatile and risky segments of the market. Instead, Madison will invest in the stocks of issuers that Madison believes have a blend of both value and growth potential: what Madison calls “GARP” for “growth at a reasonable price.” The fund’s investment strategy reflects Madison’s general “Participate and Protect®” investment philosophy. Madison’s expectation is that investors in the fund will participate in market appreciation during bull markets and be protected during bear markets compared with investors in portfolios holding more speculative and volatile securities; therefore, this investment philosophy is intended to represent a conservative investment strategy. There is no assurance that Madison’s expectations regarding this investment strategy will be realized.

Madison sells stocks for a number of reasons, including: (i) the valuation target Madison has set for stock has been achieved, (ii) the fundamental business prospects for the company have materially changed, or (iii) Madison finds a more attractive alternative.

Although the fund expects to pursue its investment objective utilizing its principal investment strategies regardless of market conditions, the fund may invest up to 100% in money market instruments. To the extent the fund engages in this temporary defensive position, the fund’s ability to achieve its investment objective may be diminished.

Principal Risks

Market Risk. The share price of the fund reflects the value of the securities it holds. If a security’s price falls, the share price of the fund will go down (unless another security’s price rises by an offsetting amount). If the fund’s share price falls below the price you paid for your shares, you could lose money when you redeem your shares.

Capital Gain Realization Risks to Taxpaying Shareholders. Because of the focused nature of the fund’s portfolio, the fund is susceptible to capital gain realization. In other words, when the fund is successful in achieving its investment objective, portfolio turnover may generate more capital gains per share than funds that hold greater numbers of individual securities. The fund’s sale of just a few positions will represent a larger percentage of the fund’s assets compared with, say, a fund that has hundreds of securities positions.

Growth and Value Risks. Stocks with growth characteristics can experience sharp price declines as a result of earnings disappointments, even small ones. Stocks with value characteristics carry the risk that investors will not recognize their intrinsic value for a long time or that they are actually appropriately priced at a low level. Because the fund generally follows a strategy of holding stocks with both growth and value characteristics, any particular stock’s share price may be negatively affected by either set of risks.

Performance

The performance data presented below for all periods prior to the date of this prospectus represents the performance of the Madison Mosaic Equity Trust Investors Fund, which was renamed Madison Investors Fund when it was reorganized as a new series of Madison Funds.

Calendar Year Total Returns for Class Y Shares

[insert bar chart with 2012 data]

Best Calendar Quarter:
Worst Calendar Quarter:

Average Annual Total Returns

For Periods Ended December 31, 2012

	1 Year	5 Years	10 Years
Class Y Shares – Return Before Taxes
Return After Taxes on Distributions
Return After Taxes on Distributions and Sale of Fund Shares
S&P 500® Index (reflects no deduction for sales charges, account fees, expenses or taxes)

Portfolio Management

The investment adviser to the fund is Madison Asset Management, LLC. Jay Sekelsky, CFA (Executive Director, Chief Investment Officer), and Matt Hayner, CFA (Vice President, Portfolio Manager), co-manage the fund. Mr. Sekelsky has been involved in the management of the fund since 1990, and has served as co-manager of the fund since 1991, and Mr. Hayner has served as co-manager of the fund from May 2008 until May 2010, and again, since May 2012 (both serving prior to the date of this prospectus as co-managers of the Investors Fund, a series of the Madison Mosaic Equity Trust, which is the predecessor of the fund).

Purchase and Sale of Fund Shares

Class Y Shares. Class Y Shares are available for purchase by allocation funds managed by Madison, in fee-based managed account programs sponsored by Madison and/or its affiliates, and through orders placed by dealers and financial intermediates that have entered into special arrangements with the fund’s distributor. Under these circumstances, the minimum initial investment requirement is $1,000 for non-retirement accounts and $500 for retirement accounts, with a minimum subsequent investment of $50 for all accounts; provided that these minimums may be waived in certain situations. Class Y shares are also available for purchase directly from the fund with a minimum initial investment of $10,000 for non-retirement accounts and $5,000 for retirement accounts, and a minimum subsequent investment of $50 for all accounts; provided that these minimums are waived for the following investors:

·	Any shareholder of the fund as of the close of business on April 19, 2013

·	Employees of Madison or its affiliates

·	Investment advisory clients of Madison or its affiliates

These waivers may be discontinued at any time.

Tax Information

Payments to Broker-Dealers and Other Financial Intermediaries

FUND SUMMARY

MID CAP FUND

Investment Objective

The Mid Cap Fund seeks long-term capital appreciation.

Fees and Expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the fund.

Shareholder Fees: (fees paid directly from your investment)	Class Y	Class R6
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)	None	None
Maximum Deferred Sales Charge (Load) (as a percentage of amount redeemed)	None	None
Redemption Fee Within 30 days of Purchase (as a percentage of amount redeemed)	None	None

Annual Fund Operating Expenses: (expenses that you pay each year as a percentage of the value of your investment)	Class Y	Class R6
Management Fees	0.75%	0.75%
Distribution and/or Service (12b-1) Fees	None	None
Other Expenses	0.40%	0.02%
Total Annual Fund Operating Expenses	1.15%	0.77%

Example :

	Class Y	Class R6
1 Year	$117	$79
3 Years	$365	$246
5 Years	$633	$428
10 Years	$1,398	$954

Portfolio Turnover

Principal Investment Strategies

The fund seeks to achieve its investment objective by investing, under normal market conditions, at least 80% of its net assets in the common stock of “mid-size” companies. For this purpose, a “mid-size” company is defined as a company with a market capitalization of between $500 million and $25 billion. The fund may also invest up to 25% of its assets in foreign securities (including American Depository Receipts). To the extent invested in common stocks, the fund generally invests in only 25-40 companies at any given time. This reflects the belief of Madison Asset Management, LLC (“Madison”), the investment adviser of the fund, that your money should be invested in Madison’s top investment ideas, and that focusing on Madison’s best investment ideas is the best way to achieve the fund’s investment objectives.

Madison follows a rigorous three-step process when evaluating companies pursuant to which Madison considers (1) the business model, (2) the management team and (3) the valuation of each potential investment. When evaluating the business model, Madison looks for a sustainable, competitive advantage, cash flow that is both predictable and growing, as well as a solid balance sheet. When assessing management, Madison looks to see how it has allocated capital in the past, its track record for enhancing shareholder value and the nature of its accounting practices. The final step in the process is assessing the proper valuation for the company. Madison strives to purchase securities trading at a discount to their intrinsic value as determined by discounted cash flows. Madison corroborates this valuation work with additional valuation methodologies. Often, Madison finds companies that clear the first or second hurdle, but not the third. Those companies are monitored for inclusion at a later date when the valuation is more appropriate. By avoiding overpriced securities, Madison attempts to avoid the most volatile and risky segments of the market. Instead, Madison will invest in the stocks of issuers that Madison believes have a blend of both value and growth potential: what Madison calls “GARP” for “growth at a reasonable price.” The fund’s investment strategy reflects Madison’s general “Participate and Protect®” investment philosophy. Madison’s expectation is that investors in the fund will participate in

market appreciation during bull markets and be protected during bear markets compared with investors in portfolios holding more speculative and volatile securities; therefore, this investment philosophy is intended to represent a conservative investment strategy. There is no assurance that Madison’s expectations regarding this investment strategy will be realized.

Principal Risks

Mid Cap Risk . The fund’s investments in midsize companies may entail greater risks than investments in larger, more established companies. Midsize companies tend to have narrower product lines, fewer financial resources and a more limited trading market for their securities, as compared to larger companies. They may also experience greater price volatility than securities of larger capitalization companies because growth prospects for these companies may be less certain and the market for such securities may be smaller. Some midsize companies may not have established financial histories; may have limited product lines, markets or financial resources; may depend on a few key personnel for management; and may be susceptible to losses and risks of bankruptcy.

Performance

Effective as of the date of this prospectus, the Madison Mosaic Equity Trust Mid-Cap Fund merged with the MEMBERS Mid Cap Fund, and the combined fund was renamed the Madison Mid Cap Fund. The performance data presented below is that of the accounting survivor of the merger, the Madison Mosaic Equity Trust Mid-Cap Fund.

Calendar Year Total Returns for Class Y Shares

[insert bar chart with 2012 data]

Best Calendar Quarter:
Worst Calendar Quarter:

Average Annual Total Returns

For Periods Ended December 31, 2012

	1 Year	5 Years	10 Years	Since Inception 2/29/2012
Class Y Shares – Return Before Taxes				N/A
Return After Taxes on Distributions				N/A
Return After Taxes on Distributions and Sale of Fund Shares				N/A
Class R6 Shares – Return Before Taxes		N/A	N/A
Russell Midcap® Index (reflects no deduction for sales charges, account fees, expenses or taxes)

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold their fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for only Class Y shares. After-tax returns for Class R6 shares will vary.

Portfolio Management

The investment adviser to the fund is Madison Asset Management, LLC. Richard Eisinger (Managing Director, Portfolio Manager) and Matt Hayner, CFA (Vice President, Portfolio Manager) co-manage the fund. Mr. Eisinger has served in this capacity since January 1998 and Mr. Hayner has served in this capacity since May 2010.

Purchase and Sale of Fund Shares

Class Y Shares. Class Y Shares are available for purchase by allocation funds managed by Madison, in fee-based managed account programs sponsored by Madison and/or its affiliates, and through orders placed by dealers and financial intermediates that have entered into special arrangements with the fund’s distributor. Under these circumstances, the minimum initial investment requirement is $1,000 for non-retirement accounts and $500 for retirement accounts, with a minimum subsequent investment of $50 for all accounts; provided that these minimums may be waived in certain situations. Class Y shares are also available for purchase directly from the fund with a minimum initial investment of $10,000 for non-retirement accounts and $5,000 for retirement accounts, and a minimum subsequent investment of $50 for all accounts; provided that these minimums are waived for the following investors:

·	Any shareholder of the fund as of the close of business on April 19, 2013

·	Employees of Madison or its affiliates

·	Investment advisory clients of Madison or its affiliates

These waivers may be discontinued at any time.

Tax Information

Payments to Broker-Dealers and Other Financial Intermediaries

FUND SUMMARY

DIVIDEND INCOME FUND

Investment Objective

The Dividend Income Fund seeks to produce current income while providing an opportunity for capital appreciation.

Fees and Expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the fund.

Shareholder Fees: (fees paid directly from your investment)	Class Y
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)	None
Maximum Deferred Sales Charge (Load) (as a percentage of amount redeemed)	None
Redemption Fee Within 30 days of Purchase (as a percentage of amount redeemed)	None

Annual Fund Operating Expenses: (expenses that you pay each year as a percentage of the value of your investment)	Class Y
Management Fees	0.75%
Distribution and/or Service (Rule 12b-1) Fees	None
Other Expenses	0.35%
Total Annual Fund Operating Expenses	1.10%
Less: Management and Service Fee Waivers	(0.15%) 1
Net Annual Fund Operating Expenses	0.95%

1	The investment adviser to the fund, Madison Asset Management, LLC (“Madison”), has contractually agreed to waive 0.10% of its management fee and 0.05% of its service fee until at least May 1, 2014. Any fees waived will not be subject to later recoupment by Madison.

Example :

	Class Y
1 Year	$97
3 Years	$335
5 Years	$593
10 Years	$1,335

Portfolio Turnover

Principal Investment Strategies

The fund seeks to achieve its investment objective by investing in equity securities of companies with a market capitalization of over $1 billion and a history of paying dividends, with the ability to increase dividends over time. Under normal market conditions, at least 80% of the fund’s net assets will be invested in dividend paying equity securities. The adviser will identify investment opportunities by screening for companies that generally have the following characteristics: (i) a dividend yield of at least 100% of the market dividend yield (for this purpose, the “market” is the S&P 500); (ii) a strong balance sheet; (iii) a dividend that has been maintained and which is likely to increase; (iv) trade on the high side of the company’s historical relative dividend yield, due to issues which the adviser views as temporary; and (v) other compelling valuation characteristics. Under normal market conditions, the fund expects to be fully invested in equity securities, but will maintain the flexibility to hold up to 20% of the fund’s assets in investment grade fixed income securities when warranted in the discretion of the adviser. Additionally, the adviser may write (sell) covered call options against equity holdings, not to exceed 25% of the fund’s equity holdings. The fund may also invest up to 25% of its common stock allocation in foreign securities (including American Depository Receipts). To the extent invested in common stocks, the fund generally invests in 40-60 companies at any given time. This reflects the adviser’s belief that your money should be invested in the adviser’s top investment ideas, and that focusing on the adviser’s best investment ideas is the best way to achieve the fund’s investment objectives.

Madison follows a rigorous three-step process when evaluating companies pursuant to which Madison considers (1) the business model, (2) the management team and (3) the valuation of each potential investment. When evaluating the business model, Madison looks for a sustainable, competitive advantage, cash flow that is both predictable and growing, as well as a solid balance sheet. When assessing management, Madison looks to see how it has allocated capital in the past, its track record for enhancing shareholder value and the nature of its accounting practices. The final step in the process is assessing the proper valuation for the company. Madison strives to purchase securities trading at a discount to their intrinsic value as determined, in general, by discounted cash flows. Madison corroborates this valuation work with additional valuation methodologies. Often, Madison finds companies that clear the first or second hurdle, but not the third. Those companies are monitored for inclusion at a later date when the valuation is more appropriate. By avoiding overpriced securities, Madison attempts to avoid the most volatile and risky segments of the market. Instead, Madison will invest in the stocks of issuers that Madison believes have a blend of both value and yield potential. The fund’s investment strategy reflects Madison’s general “Participate and Protect®” investment philosophy. Madison’s expectation is that investors in the fund will participate in market appreciation during bull markets and be protected during bear markets compared with investors in portfolios holding more speculative and volatile securities; therefore, this investment philosophy is intended to represent a conservative investment strategy. There is no assurance that Madison’s expectations regarding this investment strategy will be realized.

Principal Risks

Option Risk . There are several risks associated with transactions in options on securities, as follows:

·	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.

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 has retained 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 may not be able to effect a closing purchase transaction in order to terminate its obligation under the option and must then deliver the underlying security at the exercise price.

·	There can be no assurance that a liquid market will exist when the fund seeks to close out an option position. If the fund is unable to close out a covered call option that it wrote on a security, it would not be able to sell the underlying security unless the option expired without exercise.

Interest Rate Risk . To the extent the fund invests in fixed income securities (i.e., bonds), the fund will be subject to interest rate risk. When interest rates go up, bond prices tend to go down. The value of bonds in the fund are likely to fall as interest rates rise, causing the fund’s share price to fall as well. The greater the percentage of the fund’s investment in bonds, the greater its interest rate risk. You should also understand that the longer the maturity of any bond, the greater the effect changes in interest rates will have on its price. The fund’s average maturity will normally be 10 years or less.

Performance

The performance data presented below for all periods prior to the date of this prospectus represents the performance of the Madison Mosaic Equity Trust Dividend Income Fund, which was renamed Madison Dividend Income Fund when it was reorganized as a new series of Madison Funds. Effective March 1, 2012, the fund changed its name from the Madison Mosaic Equity Trust Balanced Fund to the Madison Mosaic Equity Trust Dividend Income Fund and changed its investment policies. As a result, the manner in which the fund is currently being managed is not similar to the way in which it was previously managed. Therefore, the fund’s historical performance data prior to March 2012 may not be relevant to current (and future) investors.

Calendar Year Total Returns for Class Y Shares

[insert bar chart with 2012 data]

Best Calendar Quarter:
Worst Calendar Quarter:

Average Annual Total Returns

For Periods Ended December 31, 2012

	1 Year	5 Years	10 Years
Class Y Shares – Return Before Taxes
Return After Taxes on Distributions
Return After Taxes on Distributions and Sale of Fund Shares
S&P 500® Index (reflects no deduction for sales charges, account fees, expenses or taxes)

Portfolio Management

The investment adviser to the fund is Madison Asset Management, LLC. John Brown, CFA (Vice President, Portfolio Manager), and Jay Sekelsky, CFA (Executive Director, Chief Investment Officer), co-manage the fund. Mr. Brown has served in this capacity since March 2012 and Mr. Sekelsky has served in this capacity since 1990 (both serving prior to the date of this prospectus as co-managers of the Dividend Income Fund, a series of the Madison Mosaic Equity Trust, which is the predecessor of the fund).

Purchase and Sale of Fund Shares

Class Y Shares. Class Y Shares are available for purchase by allocation funds managed by Madison, in fee-based managed account programs sponsored by Madison and/or its affiliates, and through orders placed by dealers and financial intermediates that have entered into special arrangements with the fund’s distributor. Under these circumstances, the minimum initial investment requirement is $1,000 for non-retirement accounts and $500 for retirement accounts, with a minimum subsequent investment of $50 for all accounts; provided that these minimums may be waived in certain situations. Class Y shares are also available for purchase directly from the fund with a minimum initial investment of $10,000 for non-retirement accounts and $5,000 for retirement accounts, and a minimum subsequent investment of $50 for all accounts; provided that these minimums are waived for the following investors:

·	Any shareholder of the fund as of the close of business on April 19, 2013

·	Employees of Madison or its affiliates

·	Investment advisory clients of Madison or its affiliates

These waivers may be discontinued at any time.

Tax Information

Payments to Broker-Dealers and Other Financial Intermediaries

FUND SUMMARY

DISCIPLINED EQUITY FUND

Investment Objective

The Disciplined Equity Fund seeks long-term capital appreciation.

Fees and Expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the fund.

Shareholder Fees: (fees paid directly from your investment)	Class Y	Class R6
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)	None	None
Maximum Deferred Sales Charge (Load) (as a percentage of amount redeemed)	None	None
Redemption Fee Within 30 days of Purchase (as a percentage of amount redeemed)	None	None

Annual Fund Operating Expenses: (expenses that you pay each year as a percentage of the value of your investment)	Class Y	Class R6
Management Fees	0.75%	0.75%
Distribution and/or Service (12b-1) Fees	None	None
Other Expenses	0.35%	0.02%
Total Annual Fund Operating Expenses	1.10%	0.77%
Less: Service Fee Waiver	(0.15%) 1	N/A
Net Annual Operating Expenses	0.95%	0.77%

1	The investment adviser to the fund, Madison Asset Management, LLC (“Madison”), has contractually agreed to waive 0.15% of its service fee on the Class Y shares until at least May 1, 2014. Any fees waived will not be subject to later recoupment by Madison.

Example :

	Class Y	Class R6
1 Year	$97	$79
3 Years	$335	$246
5 Years	$593	$428
10 Years	$1,335	$954

Portfolio Turnover

Principal Investment Strategies

The fund seeks to achieve its investment objective by diversifying its investments among common stocks in all equity market economic sectors, investing at least 80% of its net assets in such securities. The fund will generally follow the economic sector diversity found in the U.S. equity markets, but may deviate from that allocation based on Madison’s assessment of the fundamental outlook and attractiveness of companies in each market economic sector. Stocks selected will represent primarily well-established companies that have a demonstrated pattern of consistent growth. To a lesser extent, the fund may invest in less established companies that may offer more rapid growth potential. Companies selected will generally reflect the diversity of the market as a whole. The fund may also invest up to 25% of its assets in foreign securities (including American Depository Receipts). To the extent invested in common stocks, the fund generally invests in 50-65 companies at any given time. This reflects the adviser’s belief that your money should be invested in the adviser’s top investment ideas, and that focusing on the adviser’s best investment ideas is the best way to achieve the Fund’s investment objectives.

shareholder value and the nature of its accounting practices. The final step in the process is assessing the proper valuation for the company. Madison strives to purchase securities trading at a discount to their intrinsic value as determined by discounted cash flows. Madison corroborates this valuation work with additional valuation methodologies. Often, Madison finds companies that clear the first or second hurdle, but not the third. Those companies are monitored for inclusion at a later date when the valuation is more appropriate. By avoiding overpriced securities, Madison attempts to avoid the most volatile and risky segments of the market. Instead, Madison will invest in the stocks of issuers that Madison believes have a blend of both value and growth potential: what Madison calls “GARP” for “growth at a reasonable price.” The fund’s investment strategy reflects Madison’s general “Participate and Protect®” investment philosophy. Madison’s expectation is that investors in the fund will participate in market appreciation during bull markets and be protected during bear markets compared with investors in portfolios holding more speculative and volatile securities; therefore, this investment philosophy is intended to represent a conservative investment strategy. There is no assurance that Madison’s expectations regarding this investment strategy will be realized.

Principal Risks

Increased Trading Cost Risk. The fund may engage in short term trading to achieve its investment objective. Accordingly, the fund may incur increased trading costs than other more passively managed funds.

Growth and Value Risks . Stocks with growth characteristics can experience sharp price declines as a result of earnings disappointments, even small ones. Stocks with value characteristics carry the risk that investors will not recognize their intrinsic value for a long time or that they are actually appropriately priced at a low level. Because the fund generally follows a strategy of holding stocks with both growth and value characteristics, any particular stock’s share price may be negatively affected by either set of risks.

Performance

The performance data presented below for all periods prior to the date of this prospectus represents the performance of the Madison Mosaic Equity Trust Disciplined Equity Fund, which was renamed Madison Disciplined Equity Fund when it was reorganized as a new series of Madison Funds.

Calendar Year Total Returns for Class Y Shares

[insert bar chart with 2012 data]

Best Calendar Quarter:
Worst Calendar Quarter:

Average Annual Total Returns

For Periods Ended December 31, 2012

	1 Year	5 Years	10 Years	Since Inception 2/29/2012
Class Y Shares – Return Before Taxes				N/A
Return After Taxes on Distributions				N/A
Return After Taxes on Distributions and Sale of Fund Shares				N/A
Class R6 Shares – Return Before Taxes		N/A	N/A
S&P 500® Index (reflects no deduction for sales charges, account fees, expenses or taxes)

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold their fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for only Class Y shares. After-tax returns for Class R6 shares will vary.

Portfolio Management

The investment adviser to the fund is Madison Asset Management, LLC. Jay Sekelsky, CFA (Executive Director, Chief Investment Officer), and Marian Quade (Vice President, Portfolio Manager) co-manage the fund. Mr. Sekelsky has served in this capacity since May 2004 (and has been involved in the management of the fund since May 2000) and Ms. Quade has served in this capacity since May 2010 (both serving prior to the date of this prospectus as co-managers of the Disciplined Equity Fund, a series of the Madison Mosaic Equity Trust, which is the predecessor of the fund).

Purchase and Sale of Fund Shares

Class Y Shares. Class Y Shares are available for purchase by allocation funds managed by Madison, in fee-based managed account programs sponsored by Madison and/or its affiliates, and through orders placed by dealers and financial intermediates that have entered into special arrangements with the fund’s distributor. Under these circumstances, the minimum initial investment requirement is $1,000 for non-retirement accounts and $500 for retirement accounts, with a minimum subsequent investment of $50 for all accounts; provided that these minimums may be waived in certain situations. Class Y shares are also available for purchase directly from the fund with a minimum initial investment of $10,000 for non-retirement accounts and $5,000 for retirement accounts, and a minimum subsequent investment of $50 for all accounts; provided that these minimums are waived for the following investors:

·	Any shareholder of the fund as of the close of business on April 19, 2013

·	Employees of Madison or its affiliates

·	Investment advisory clients of Madison or its affiliates

These waivers may be discontinued at any time.

Tax Information

Payments to Broker-Dealers and Other Financial Intermediaries

FUND SUMMARY

NORTHROAD INTERNATIONAL FUND

Investment Objective

The NorthRoad International Fund seeks long-term capital appreciation by investing in non-U.S. companies.

Fees and Expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the fund.

Shareholder Fees: (fees paid directly from your investment)	Class Y	Class R6
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)	None	None
Maximum Deferred Sales Charge (Load) (as a percentage of amount redeemed)	None	None
Redemption Fee Within 30 days of Purchase (as a percentage of amount redeemed)	None	None

Annual Fund Operating Expenses: (expenses that you pay each year as a percentage of the value of your investment)	Class Y	Class R6
Management Fees	0.80%	0.80%
Distribution and/or Service (12b-1) Fees	None	None
Other Expenses	0.35%	0.02%
Total Annual Fund Operating Expenses	1.15%	0.82%

Example :

	Class Y	Class R6
1 Year	$117	$84
3 Years	$365	$262
5 Years	$633	$455
10 Years	$1,398	$1,014

Portfolio Turnover

Principal Investment Strategies

The fund seeks to achieve its investment objective by investing, under normal market conditions, at least 80% of its net assets in equity securities of companies that are domiciled in countries other than the U.S., with the emphasis on companies with a market capitalization of approximately $3 billion or greater. The fund may invest in these securities directly, or may invest through American Depository Receipts (“ADRs”), which are receipts typically issued by a U.S. financial institution evidencing ownership of underlying securities of foreign corporate issuers. The fund expects to have a relatively focused portfolio of between 25-40 holdings. This reflects the belief of NorthRoad Capital Management LLC, the fund’s subadviser (“NorthRoad”), that your money should be invested in NorthRoad’s top investment ideas, and that focusing on NorthRoad’s best investment ideas is the best way to achieve the fund’s investment objectives. The fund’s portfolio will typically have the following additional characteristics: (i) portfolio turnover that averages less than 20% per year, reflecting a general five-year time horizon, (ii) high tracking error (or low benchmark sensitivity), meaning that the fund will not normally change its portfolio composition to react to short-term changes in benchmark and similar indices, and (iii) a defensive pattern of returns, meaning that the fund will focus on securities that NorthRoad believes will participate in the growth of rising markets and protect shareholders during falling markets.

The investment criteria used by the NorthRoad is driven by an approach to owning individual businesses that offer the best absolute trade-off between financial productivity and valuation. NorthRoad employs a value-oriented, bottom-up, fundamental approach to the international markets. This investment philosophy is rooted in the belief and observation that over the long term, equity prices reflect a company’s ability to generate returns on its invested capital. High quality companies which can sustain superior rates of return on equity will offer the best returns. This can be further enhanced by paying an attractive price own those businesses. In selecting equity securities for the fund’s portfolio, NorthRoad looks for companies with the following characteristics: (i) attractive valuations, particularly relative to the profitability and financial productivity of the company, (ii)

above-average, sustainable rates of return on equity, and (iii) solid fundamentals (e.g., a strong balance sheet, the ability to generate free cash flow and transparent financial disclosure). The fund’s investment strategy reflects the “Participate and Protect®” investment philosophy embraced by NorthRoad as well as Madison Asset Management, LLC, the fund’s adviser. The expectation is that investors in the fund will participate in market appreciation during bull markets and be protected during bear markets compared with investors in portfolios holding more speculative and volatile securities; therefore, this investment philosophy is intended to represent a conservative investment strategy. There is no assurance that the expectations regarding this investment strategy will be realized.

NorthRoad will sell a stock held by the fund if the managers believe its valuation relative to its sustainable return on equity becomes unfavorable, there is a deterioration of its long-term financial productivity, its balance sheet risk significantly increases or if a better investment opportunity exists.

Principal Risks

Performance

The performance data presented below for all periods prior to the date of this prospectus represents the performance of the Madison Mosaic Equity Trust NorthRoad International Fund, which was renamed Madison NorthRoad International Fund when it was reorganized as a new series of Madison Funds. Effective June 30, 2011, the fund changed its name from the Madison Mosaic Equity Trust Small/Mid-Cap Fund to the Madison Mosaic Equity Trust NorthRoad International Fund and changed its investment objective and investment policies, and added a subadviser to manage its assets. As a result, the manner in which the fund is currently being managed is not similar to the way in which it was previously managed. Therefore, the fund’s historical performance data prior to June 2011 may not be relevant to current (and future) investors.

Calendar Year Total Returns for Class Y Shares

[insert bar chart with 2012 data]

Best Calendar Quarter:
Worst Calendar Quarter:

Average Annual Total Returns

For Periods Ended December 31, 2012

	1 Year	Since Inception 12/31/2008	Since Inception 2/29/2012
Class Y Shares – Return Before Taxes			N/A
Return After Taxes on Distributions			N/A
Return After Taxes on Distributions and Sale of Fund Shares			N/A
Class R6 Shares – Return Before Taxes		N/A
MSCI EAFE Index (net) (reflects no deduction for sales charges, account fees, expenses or taxes)

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold their fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for only Class Y shares. After-tax returns for Class R6 shares will vary.

Portfolio Management

The investment adviser to the fund is Madison Asset Management, LLC. Madison has delegated the day-to-day responsibility of managing the fund to a subadviser – NorthRoad Capital Management LLC – an affiliate of Madison. Chuck Saunders, CFA (Principal of NorthRoad), Jim Shore, CFA (Principal of NorthRoad), and Ray Vars, CFA (Principal of NorthRoad), co-manage the fund. Each of Messrs. Saunders, Shore and Vars has served in this capacity since June 2011 (all serving prior to the date of this prospectus as co-managers of the NorthRoad International Fund, a series of the Madison Mosaic Equity Trust, which is the predecessor of the fund).

Purchase and Sale of Fund Shares

Class Y Shares. Class Y Shares are available for purchase by allocation funds managed by Madison, in fee-based managed account programs sponsored by Madison and/or its affiliates, and through orders placed by dealers and financial intermediates that have entered into special arrangements with the fund’s distributor. Under these circumstances, the minimum initial investment requirement is $1,000 for non-retirement accounts and $500 for retirement accounts, with a minimum subsequent investment of $50 for all accounts; provided that these minimums may be waived in certain situations. Class Y shares are also available for purchase directly from the fund with a minimum initial investment of $10,000 for non-retirement accounts and $5,000 for retirement accounts, and a minimum subsequent investment of $50 for all accounts; provided that these minimums are waived for the following investors:

·	Any shareholder of the fund as of the close of business on April 19, 2013

·	Employees of Madison or its affiliates

·	Investment advisory clients of Madison or its affiliates

These waivers may be discontinued at any time.

Tax Information

Payments to Broker-Dealers and Other Financial Intermediaries

FUND SUMMARY

TAX-FREE VIRGINIA FUND

Investment Objective

The primary investment objective of the Tax-Free Virginia Fund is to receive income from municipal bonds and to distribute that income to its investors as tax-free dividends. The secondary objective is to distribute dividends that are intended to be exempt from Virginia (and local) tax as well as federal tax.

Fees and Expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the fund.

Shareholder Fees: (fees paid directly from your investment)	Class Y
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)	None
Maximum Deferred Sales Charge (Load) (as a percentage of amount redeemed)	None
Redemption Fee Within 30 days of Purchase (as a percentage of amount redeemed)	None

Annual Fund Operating Expenses: (expenses that you pay each year as a percentage of the value of your investment)	Class Y
Management Fees	0.50%
Distribution and/or Service (12b-1) Fees	None
Other Expenses	0.35%
Total Annual Fund Operating Expenses	0.85%

Example :

	Class Y
1 Year	$87
3 Years	$271
5 Years	$471
10 Years	$1,049

Portfolio Turnover

Principal Investment Strategies

The fund seeks to achieve its investment objective by investing at least 80% of its net assets in municipal bonds that are exempt from federal and state income tax for residents of Virginia. These securities may be issued by state governments, their political subdivisions (for example, cities and counties) and public authorities (for example, school districts and housing authorities). The fund may also invest in bonds that, under federal law, are exempt from federal and state income taxation, such as bonds issued by the District of Columbia, Puerto Rico, the Virgin Islands and Guam. The fund only invests in investment grade bonds, which means bonds rated in the top four rating categories by a nationally recognized statistical rating organization, such as Moody’s, S&P or Fitch; however, if a bond is downgraded below investment grade, the fund may need to hold the bond for a period of time in an attempt to avoid selling it at a “fire sale” price. The fund invests in general obligation bonds of states and municipalities (backed by the general credit of the issuing city, state or county) and specific or limited purpose bonds (supported by, for example, a specific power company, hospital or highway project). The fund invests in intermediate and long-term bonds having average, aggregate maturities (at the portfolio level) of 7 to 15 years. Under normal market conditions, the fund will have an average duration range of 3 to 10 years, although it is expected to center around 5 to 8 years. Securities are selected for the fund that, in the opinion of the portfolio managers, provide the highest combination of yield (i.e., the interest rate the bond pays in relation to its price), credit risk and diversification. To a lesser extent, consideration is also given as to whether a particular bond may increase in value from its price at the time of purchase.

In the event Madison determines that extraordinary conditions exist (such as tax law changes or a need to adopt a defensive

investment position) making it advisable to invest a larger portion of the fund’s assets in taxable investments, more than 20% and even as much as 100% of the fund’s assets could be invested in securities whose income is taxable on the federal or state level. If this situation were to occur, the fund would not be invested in a manner designed to achieve its investment objective.

Although the fund expects to pursue its investment objective utilizing its principal investment strategies regardless of market conditions, the fund may invest up to 100% in tax-free money market instruments. To the extent the fund engages in this temporary defensive position, the fund’s ability to achieve its investment objective may be diminished.

Principal Risks

Legislative Risk. Municipal bonds pay lower rates of interest than comparable corporate bonds because of the tax-free nature of their interest payments. If the tax-free status of municipal securities is altered or eliminated by an act of Congress or the legislature of any particular state, the value of the affected bonds will drop. This is because their low interest payments will be less competitive with other taxable bonds.

Capital Gains Tax-Related Risk . While dividend income is expected to be tax-free, fund shareholders can recognize taxable income in two ways: (1) if you sell your shares at a price that is higher than when you bought them, you will have a taxable capital gain; on the other hand, if you sell your shares at a price that is lower than the price when you bought them, you will have a deductible capital loss; and (2) in the event the fund sells more securities at prices higher than when they were bought by the fund, the fund may pass through the profit it makes from these transactions by making a taxable capital gain distribution.

Alternative Minimum Tax (AMT) Risk. In addition to possible taxable capital gain distributions, certain bonds owned by the fund generate income that is subject to AMT. The interest on these “private activity” bonds could become subject to AMT if you are a taxpayer that meets the AMT criteria. If you are subject to AMT, you will be required to add any income attributable to these bonds (as reported by the fund annually) to other so-called “tax preference items” to determine possible liability for AMT. Income from AMT bonds may not exceed 20% of the fund’s net income.

Virginia-Specific Risks . Particular risks to consider when investing in Virginia securities are:

·	housing prices are declining;

·	the Commonwealth must have a balanced budget;

·	Virginians rely heavily on federal government and technology sector employment;

·	single-term governorships may result in volatile financial policies and management; and

·	Commonwealth pensions are underfunded.

Performance

The performance data presented below for all periods prior to the date of this prospectus represents the performance of the Madison Mosaic Tax-Free Trust Virginia Tax-Free Fund, which was renamed Madison Tax-Free Virginia Fund when it was reorganized as a new series of Madison Funds.

Calendar Year Total Returns for Class Y Shares

[insert bar chart with 2012 data]

Best Calendar Quarter:
Worst Calendar Quarter:

Average Annual Total Returns

For Periods Ended December 31, 2012

	1 Year	5 Years	10 Years
Class Y Shares – Return Before Taxes
Return After Taxes on Distributions
Return After Taxes on Distributions and Sale of Fund Shares
Barclays Capital Municipal Bond Index (reflects no deduction for sales charges, account fees, expenses or taxes)

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold their fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.

Portfolio Management

The investment adviser to the fund is Madison Asset Management, LLC. Mike Peters, CFA (Vice President, Portfolio Manager) and Paul Lefurgey, CFA (Managing Director, Head of Fixed Income Investments) co-manage the fund. Mr. Peters has served in this capacity since February 1997 and Mr. Lefurgey has served in this capacity since February 2010 (both serving prior to the date of this prospectus as co-managers of the Virginia Tax-Free Fund, a series of the Madison Mosaic Tax-Free Trust, which is the predecessor of the fund).

Purchase and Sale of Fund Shares

Class Y Shares. Class Y Shares are available for purchase by allocation funds managed by Madison, in fee-based managed account programs sponsored by Madison and/or its affiliates, and through orders placed by dealers and financial intermediates that have entered into special arrangements with the fund’s distributor. Under these circumstances, the minimum initial investment requirement is $1,000 for non-retirement accounts and $500 for retirement accounts, with a minimum subsequent investment of $50 for all accounts; provided that these minimums may be waived in certain situations. Class Y shares are also available for purchase directly from the fund with a minimum initial investment of $10,000 for non-retirement accounts and $5,000 for retirement accounts, and a minimum subsequent investment of $50 for all accounts; provided that these minimums are waived for the following investors:

·	Any shareholder of the fund as of the close of business on April 19, 2013

·	Employees of Madison or its affiliates

·	Investment advisory clients of Madison or its affiliates

These waivers may be discontinued at any time.

Tax Information

Capital gains distributions you receive from the fund are subject to federal income taxes and may also be subject to state and local taxes; however, dividend distributions from the fund are generally exempt from federal income taxes and will normally be exempt from state income tax for investors in Virginia. In addition to possible taxable capital gains distributions, certain bonds owned by the fund generate income that is subject to AMT, although income from AMT bonds will not exceed 20% of the fund’s net income.

Payments to Broker-Dealers and Other Financial Intermediaries

FUND SUMMARY

TAX-FREE NATIONAL FUND

Investment Objective

The Tax-Free National Fund seeks to receive income from municipal bonds and to distribute that income to shareholders as tax-free dividends.

Fees and Expenses

This table describes the fees and expenses that you may pay if you buy and hold shares of the fund.

Shareholder Fees: (fees paid directly from your investment)	Class Y
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)	None
Maximum Deferred Sales Charge (Load) (as a percentage of amount redeemed)	None
Redemption Fee Within 30 days of Purchase (as a percentage of amount redeemed)	None

Annual Fund Operating Expenses: (expenses that you pay each year as a percentage of the value of your investment)	Class Y
Management Fees	0.50%
Distribution and/or Service (12b-1) Fees	None
Other Expenses	0.35%
Total Annual Fund Operating Expenses	0.85%

Example :

	Class Y
1 Year	$87
3 Years	$271
5 Years	$471
10 Years	$1,049

Portfolio Turnover

Principal Investment Strategies

The fund seeks to achieve its investment objective by investing at least 80% of its net assets in municipal bonds that are exempt from federal income taxes. These securities may be issued by state governments, their political subdivisions (for example, cities and counties) and public authorities (for example, school districts and housing authorities). The fund may also invest in bonds that, under federal law, are exempt from federal and state income taxation, such as bonds issued by the District of Columbia, Puerto Rico, the Virgin Islands and Guam. The fund only invests in investment grade bonds, which means bonds rated in the top four rating categories by a nationally recognized statistical rating organization, such as Moody’s, S&P or Fitch; however, if a bond is downgraded below investment grade, the fund may need to hold the bond for a period of time in an attempt to avoid selling it at a “fire sale” price. The fund invests in general obligation bonds of states and municipalities (backed by the general credit of the issuing city, state or county) and specific or limited purpose bonds (supported by, for example, a specific power company, hospital or highway project). The fund invests in intermediate and long-term bonds having average, aggregate maturities (at the portfolio level) of 7 to 15 years. Under normal market conditions, the fund will have an average duration range of 3 to 10 years, although it is expected to center around 5 to 8 years. Securities are selected for the fund that, in the opinion of the portfolio managers, provide the highest combination of yield (i.e., the interest rate the bond pays in relation to its price), credit risk and diversification. To a lesser extent, consideration is also given as to whether a particular bond may increase in value from its price at the time of purchase. The primary difference between the Tax-Free National Fund and the Tax-Free Virginia Fund is that the Tax-Free Virginia Fund will invest in bonds that are exempt from federal and state income tax for residents of Virginia, while the Tax-Free National Fund will invest in bonds that are exempt from federal income tax.

In the event Madison determines that extraordinary conditions exist (such as tax law changes or a need to adopt a defensive investment position) making it advisable to invest a larger portion of the fund’s assets in taxable investments, more than 20% and even as much as 100% of the fund’s assets could be invested in securities whose income is taxable on the federal or state level. If this situation were to occur, the fund would not be invested in a manner designed to achieve its investment objective.

Principal Risks

Performance

The performance data presented below for all periods prior to the date of this prospectus represents the performance of the Madison Mosaic Tax-Free Trust Tax-Free National Fund, which was renamed Madison Tax-Free National Fund when it was reorganized as a new series of Madison Funds.

Calendar Year Total Returns for Class Y Shares

[insert bar chart with 2012 data]

Best Calendar Quarter:
Worst Calendar Quarter:

Average Annual Total Returns

For Periods Ended December 31, 2012

	1 Year	5 Years	10 Years
Class Y Shares – Return Before Taxes
Return After Taxes on Distributions
Return After Taxes on Distributions and Sale of Fund Shares
Barclays Capital Municipal Bond Index (reflects no deduction for sales charges, account fees, expenses or taxes)

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold their fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.

Portfolio Management

The investment adviser to the fund is Madison Asset Management, LLC. Mike Peters, CFA (Vice President, Portfolio Manager) and Paul Lefurgey, CFA (Managing Director, Head of Fixed Income Investments) co-manage the fund. Mr. Peters has served in this capacity since February 1997 and Mr. Lefurgey has served in this capacity since February 2010 (both serving prior to the date of this prospectus as co-managers of the Tax-Free National Fund, a series of the Madison Mosaic Tax-Free Trust, which is the predecessor of the fund).

Purchase and Sale of Fund Shares

Class Y Shares. Class Y Shares are available for purchase by allocation funds managed by Madison, in fee-based managed account programs sponsored by Madison and/or its affiliates, and through orders placed by dealers and financial intermediates that have entered into special arrangements with the fund’s distributor. Under these circumstances, the minimum initial investment requirement is $1,000 for non-retirement accounts and $500 for retirement accounts, with a minimum subsequent investment of $50 for all accounts; provided that these minimums may be waived in certain situations. Class Y shares are also available for purchase directly from the fund with a minimum initial investment of $10,000 for non-retirement accounts and $5,000 for retirement accounts, and a minimum subsequent investment of $50 for all accounts; provided that these minimums are waived for the following investors:

·	Any shareholder of the fund as of the close of business on April 19, 2013

·	Employees of Madison or its affiliates

·	Investment advisory clients of Madison or its affiliates

These waivers may be discontinued at any time.

Tax Information

Capital gains distributions you receive from the fund are subject to federal income taxes and may also be subject to state and local taxes; however, dividend distributions will generally be exempt from federal income taxes and with regard to state income taxes, the percentage of the fund invested in the shareholder’s home state becomes the percentage of total dividend income exempt from state taxes. In most states, however, the rest of the dividends from the fund will be subject to state income tax. In addition to possible taxable capital gains distributions, certain bonds owned by the fund generate income that is subject to AMT, although income from AMT bonds will not exceed 20% of the fund’s net income.

Payments to Broker-Dealers and Other Financial Intermediaries

ADDITIONAL RISKS

Investing in the funds involves risk. In addition to the other risks described in this prospectus, you should understand what we refer to as “unknown market risks.” While investments in stocks and bonds have been keystones in wealth building and management for a hundred years, at times these investments have produced surprises for even the savviest investors. Those who enjoyed growth and income of their investments were rewarded for the risks they took by investing in the markets. When the rare calamity strikes, the word “security” itself seems a misnomer. Although we seek to appropriately address and manage the risks we have identified in this prospectus, 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 and, therefore, have not identified in this prospectus. We certainly seek to identify all applicable risks and then appropriately address them, take appropriate action to reasonably manage them and, of course, 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 you must consider in connection with your investment in the funds. Unforeseen events have the potential to upset the best laid plans of man, and could, under certain circumstances, produce a material loss of the value of some or all of the funds.

YOUR ACCOUNT

The following pages describe the differences between the funds’ share classes offered through this prospectus, and explain how you can invest with Madison Funds. Note: most of the information on how to open an account and how to purchase, exchange, or sell shares will not be relevant to you if you invest in the funds through a brokerage account or retirement plan recordkeeper. If you have such an account, simply contact your financial advisor and they will be able to assist you with all your transaction needs. Regardless of the type of account, the first step to investing with Madison Funds is to carefully read this entire prospectus. The funds may only be sold in states where they are notice filed or registered. Some funds and share classes appearing in this prospectus may not be available for purchase in all jurisdictions.

Choosing a Share Class

Madison Funds offers two classes of shares through this prospectus: Class Y and Class R6. Other share classes are available through a separate prospectus. Each share class offered within a fund represents investments in the same portfolio of securities, but each class has its own expense structure, which allows you to choose the one that best meets your needs. For a description of the expenses imposed on each class, please see the “FUND SUMMARIES—Fees and Expenses” section for the fund in which you are interested. Class Y and Class R6 shares are described in more detail below.

·	Any shareholder of the fund as of the close of business on April 19, 2013

·	Employees of Madison or its affiliates

·	Investment advisory clients of Madison or its affiliates

These waivers may be discontinued at any time.

Class R6 Shares . Class R6 shares are currently offered only by the Core Bond, Mid Cap, Disciplined Equity Fund and NorthRoad International Funds . Class R6 shares, which incur lower total annual fund operating expenses than the Class Y share class, are generally available only to 401(k) plans, 457 plans, 403(b) plans, profit-sharing and money purchase pension plans, defined benefit plans and other qualified retirement plans, and nonqualified deferred compensation plans offered through retirement plan intermediaries. Class R6 shares are also generally available only to retirement plans where plan level or omnibus accounts are held on the transfer agency books of the fund. In addition, Class R6 shares are generally available to corporations and other institutions, such as trusts, endowments and foundations, with a minimum initial investment of $500,000. The fund reserves the right to lower the minimum initial investment amount on a case-by-case basis if deemed to be in the interest of the fund. Class R6 shares are not available to retail non-retirement accounts, traditional and Roth individual retirement accounts (IRAs), Coverdell Education Savings Accounts, SEPS, SARSEPs, SIMPLE IRAs or individual 403(b) plans.

Each individual’s investment needs are different. You should speak with your financial advisor to review your investment objectives, which will help you decide which share class is right for you.

How to Contact Us

You can reach a Madison Funds shareholder services representative by calling 1-800-877-6089 weekdays, 8:00 a.m. to 7:00 p.m., Central Time. Mail all general inquiries, new account applications and transaction requests as follows:

Regular Mail:	Express, Certified or Registered Mail:
Madison Funds P. O. Box 8390 Boston, MA 02266-8390	Madison Funds c/o Boston Financial Data Services 30 Dan Road Canton, MA 02021-2809

Opening an Account

1.	Carefully read this prospectus.

Determine how much you want to invest.

Carefully complete the appropriate parts of the account application, including the account privileges section of the application. By applying for privileges now, you can avoid the delay and inconvenience of having to file an additional form if you want to add privileges later. If you have questions, please contact your financial advisor or Madison Funds.

When opening a new account, the funds are required by law to obtain certain personal information from you to verify your identity, including name, address, date of birth, and other information that will allow us to identify you. If you do not provide the information, the funds’ transfer agent, on behalf of the funds, may not be able to open your account. If the transfer agent is unable to verify your identity, the funds reserve the right to close your account or take such other action deemed reasonable or required by law.

Purchasing Shares

The following explains how to purchase shares by check, wire, phone, exchange or Internet. You may purchase shares at any time by complying with the minimum investment requirements described in “FUND SUMMARIES—Purchase and Sale of Fund Shares.” Upon request, your shares will be purchased at the next net asset value (“NAV”) calculated after your order is accepted in good order by the fund. “Good order” means that the request includes the information described in the table below.

OPENING AN ACCOUNT	ADDING TO AN ACCOUNT
BY CHECK
Make out a check for the investment, payable to Madison Funds.	Make out a check for the investment amount, payable to Madison Funds.
Deliver the check and your completed application to your financial advisor or mail to Madison Funds.	Complete the detachable investment slip from your account statement. If no slip is available, send a letter specifying the fund name, share class, your account number, the name in which the account is registered, and the amount of your investment to be sent by check. Mail to Madison Funds.
A charge of $30 will be assessed for each returned check occurrence.
BY WIRE
Deliver your completed application to your financial advisor or mail to Madison Funds.	Call Madison Funds at 1-800-877-6089. Provide the fund name, share class, your account number, the name in which the account is registered, and the amount of your investment to be sent by wire.
Obtain your account number by calling your financial advisor or Madison Funds at 1-800-877-6089. Instruct your financial institution to wire the amount of your investment to State Street Bank & Trust Company, as indicated.	Instruct your financial institution to wire the amount of your investment to State Street Bank & Trust Company: ABA#: 0110-0002-8 FBO: Madison Funds DDA#: 9905-510-5 FBO: (Shareholder name/account number)
BY PHONE
Not currently available.	Call Madison Funds at 1-800-877-6089 to verify that these features are in place on your account. You are automatically eligible to purchase shares by phone, upon set-up of ACH electronic funds transfer, unless you indicate otherwise in the account options section of your application.
	To place your purchase order, call Madison Funds between 8:00 a.m. and 7:00 p.m. , Central Time, or use our automated touchtone services 24-hours a day.

BY EXCHANGE (Available for accounts of any type and sales of any amount.)
Make sure that you have a current prospectus for the Madison Funds, which can be obtained by calling your financial advisor or Madison Funds at 1-800-877-6089.	Make sure that you have a current prospectus for the Madison Funds, which can be obtained by calling your financial advisor or Madison Funds at 1-800-877-6089.
Call your financial advisor, Madison Funds at 1-800-877-6089, or use the Internet at www.madisonfunds.com to request an exchange. You can only open up a new fund position in an existing account by exchange.	Call your financial advisor, Madison Funds at 1-800-877-6089, or use the Internet at www.madisonfunds.com to request an exchange.
BY INTERNET (Access 24 hours a day at www.madisonfunds.com.)
You cannot open a new account on the Internet.	Call Madison Funds at 1-800-877-6089 to verify that these features are in place on your account. You are automatically eligible to purchase shares by Internet, upon set-up of ACH electronic funds transfer, unless you indicate otherwise in the account options section of your application. Alternatively, you may check your profile on the Internet. The feature button will be activated if you are eligible to purchase shares.

Purchase orders received in good order by the fund after the close of regular trading on the New York Stock Exchange

(usually 3:00 p.m., Central Time; 4:00 p.m., Eastern Time), will be processed using the next day’s NAV.

Purchasing by Exchange

Within an account, you may exchange shares of one fund for shares of the same class of another fund subject to the minimum investment requirements of the fund purchased, except that there are some limitations on exchanges involving Class R6 shares, as described in the funds’ statement of additional information (“SAI”).

Except as may be approved by the Chief Compliance Officer of the funds, only five (5) exchanges are allowed per fund in a calendar year. If you establish a systematic exchange or automatic account rebalancing program (see the “YOUR ACCOUNT—Additional Investor Services” section), those exchanges are not included in the exchange limit or redemption fee policies. The funds reserve the right to require that previously exchanged shares (and reinvested dividends) be in a fund for 90 days before an investor is permitted a new exchange. A fund may change its exchange policy at any time upon 60 days’ notice to its shareholders.

It is important to note that additional restrictions may apply if you invest through a financial intermediary. Madison Funds will work with financial intermediaries, such as broker/dealers, investment advisers and record keepers, to apply the funds’ exchange limit guidelines, but in some instances, the fund is limited in its ability to monitor the trade activity or enforce the funds’ exchange limit guidelines in such accounts. In addition, a different exchange limit may apply for accounts held by certain institutional retirement plans to conform to plan exchange limits.

Selling Shares

The following explains how to sell your shares by letter, phone, exchange or Internet. You may sell shares at any time. Upon request, your shares will be sold at the next NAV calculated after your order is accepted in good order by the fund. “Good order” means that the request includes the fund and account number, amount of transaction, signatures of the owners as noted below and medallion guarantee if required.

In certain circumstances, you will need to make your request to sell shares in writing, which may require sending additional documents. In addition, you will need to obtain a STAMP2000 MEDALLION SIGNATURE GUARANTEE (a “medallion guarantee”) if the redemption is:

·	over $50,000;

·	made payable to someone other than the registered shareholder(s); or

·	mailed to an address other than the address of record, or an address that has been changed within the last 30 days.

You can generally obtain a medallion guarantee from a financial institution, a broker or securities dealer, or a securities exchange or clearing agency. A notary public CANNOT provide a medallion guarantee. Madison Funds reserves the right to require a medallion guarantee on any redemption.

SELLING SHARES
BY LETTER (Available for accounts of any type and sales of any amount.)
Write a letter of instruction indicating your account number, fund name, the name in which the account is registered and the dollar value or number of shares you wish to sell. Mail your letter, and any other required materials, to Madison Funds. A check will be mailed to the name and address in which the account is registered.
If you are:	A written letter of instruction to sell shares must include:
An owner of an individual, joint, sole proprietorship, UGMA/UTMA (custodial accounts for minors) or general partner account		· The signatures and titles of all persons authorized to sign for the account, exactly as the account is registered. · Medallion guarantee if applicable.
An owner of a corporate or association account		· The signature of the person(s) authorized to sign for the account. · Medallion guarantee required.
An owner or trustee of a trust account		· The signature(s) of the trustee(s). · Medallion guarantee required.
A joint tenancy shareholder whose co-tenant is deceased		· The signature of the surviving tenant. · Tax waiver (if applicable in your state). · Medallion guarantee required.
An executor of a shareholder’s estate		· The signature of the executor. · Tax waiver (if applicable in your state). · Medallion guarantee required.
For other account types not listed above, please call Madison Funds at 1-800-877-6089 for instructions.

BY PHONE

(Available for most accounts and sales of up to $50,000.)

To place your redemption order, call Madison Funds between 8:00 a.m. and 7:00 p.m., Central Time, or use our automated touchtone services 24-hours a day. Redemption requests may be placed on all business days (excluding market holidays). Checks are generally mailed the next business day after the redemption request is effective.

Redemption proceeds can be sent by electronic funds transfer (“EFT”) provided that you have pre-authorized banking information on file with Madison Funds. Redemption proceeds from EFT transactions are generally available by the second business day. Madison Funds does not charge for EFT; however, your financial institution may charge a fee for this service.

Amounts of $1,000 or more can be wired on the next business day, provided that you have pre-authorized the wiring of funds and the needed information is on file with Madison Funds. A $15 fee will be deducted from your account to send the wire; your financial institution may charge an additional fee to accept the wired funds.

BY EXCHANGE

(Available for accounts of any type of sales of any amount.)

Make sure that you have a current prospectus for the Madison Funds, which can be obtained by calling your financial advisor or Madison Funds at 1-800-877-6089. Call your financial advisor, Madison Funds, or use the Internet at www.madisonfunds.com to execute the exchange.

BY INTERNET

You cannot redeem your shares on the Internet.

Redemption requests received in good order by the fund after the close of regular trading on the New York Stock Exchange (usually 3:00 p.m., Central Time; 4:00 p.m., Eastern Time), will be processed using the next day’s NAV.

General Policies

Limitation on Purchases . If you purchase shares by check and your check does not clear, your purchase will be canceled and you could be liable for any losses or fees incurred. A charge of $30 will be assessed for each returned check occurrence. We do not accept third-party checks, starter checks, credit cards, credit card checks, or cash to purchase shares. All purchase payments must be denominated in U.S. dollars and drawn on or from U.S. financial institutions.

Pricing of Fund Shares. The NAV for each fund and class is determined each business day at the close of regular trading on the New York Stock Exchange (typically 3:00 p.m., Central Time) by dividing the net assets of each fund and class by the number of shares outstanding of that fund and class. Transaction requests received after the close of regular trading on the New York Stock Exchange (usually 3:00 p.m., Central Time), will be processed using the next day’s NAV. The NAV per share for each fund and

class is not determined on days the New York Stock Exchange is closed for trading. The New York Stock Exchange is closed on New Year’s Day, Martin Luther King, Jr. Day, President’s Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.

A fund’s NAV is equal to the market value of its investments and other assets, less any liabilities, divided by the number of fund shares.

If quotations are not readily available for a security or other portfolio investment, or if it is believed that a quotation or other market price for a security or other portfolio investment does not represent its fair value, Madison may value the security or investment using procedures approved by the Board of Trustees of Madison Funds that are designed to establish its “fair” value. The fair valuation procedures may be used to value any investment of any fund in the appropriate circumstances. Securities and other investments valued at their “fair” value entail significantly greater valuation risk than do securities and other investments valued at an established market value.

Madison relies on its fair value procedures most often in connection with foreign securities whose principal trading market(s) is outside the U.S. and/or are denominated in a foreign currency. From time to time, events occur that affect the issuers of such foreign securities or the securities themselves, or information about the issuer or securities becomes available, after the close of trading in the securities but before the close of regular trading on the New York Stock Exchange (usually 3:00 p.m., Central Time). In these situations, the fair value of the foreign security may be something other than the last available quotation or other market price. With regard to such foreign securities, the fair valuation procedures include consultation with an independent “fair value” pricing service. Nonetheless, Madison separately evaluates each such foreign security and may, in conformity with the fair valuation procedures, establish a different fair value than that reached by the independent pricing service or other financial institutions or investment managers.

Determining the fair value of securities involves consideration of objective factors as well as the application of subjective judgments about their issuers and the markets in which they are traded. A number of methodologies are available for determining the value of securities for which there is no clear market value or for which after-market events make prior market values unreliable. The value established by Madison under the fair valuation procedures for any security or other investment (or underlying fund) may vary from the last quoted sale price or market close price, or from the value given to the same security or investment by: (1) an independent pricing service; (2) other financial institutions or investment managers; or (3) Madison, had it used a different methodology to value the security. Madison Funds cannot assure that a security or other portfolio investment can be sold at the fair value assigned to it at any time.

To the extent the funds hold portfolio securities that are primarily listed on foreign exchanges that trade on weekends or other days when the funds do not price their shares, the NAV of such funds’ shares may change on days when shareholders will not be able to purchase or redeem the funds’ shares.

Buy and Sell Prices. When you buy shares, you pay the NAV per share, as described earlier. When you sell shares, you receive the NAV per share. Purchase orders and redemption and exchange requests will be executed at the price next determined after the order or request is received in good order by Madison Funds, as described in “YOUR ACCOUNT—Purchasing Shares” and “YOUR ACCOUNT—Selling Shares.”

Disclosure of Portfolio Information. Portfolio holdings information is available on the funds’ website at www.madisonfunds.com. In addition, a complete description of the funds’ policies and procedures with respect to the disclosure of portfolio holdings is available in the SAI. Please see the back cover of this prospectus for information about the SAI.

Execution of Requests. Each fund is open on those days when the New York Stock Exchange is open, typically Monday through Friday. Buy and sell requests are executed at the next NAV calculated after your request is received in good order by Madison Funds. In unusual circumstances, a fund may temporarily suspend the processing of sell requests, or may postpone payment of proceeds for up to seven business days or longer, as allowed by federal securities law.

Sales in Advance of Purchase Payments. When you place a request to sell shares for which the purchase payment has not yet been collected, the request will be executed in a timely fashion, but the fund will not release the proceeds to you until your purchase payment clears. This may take up to seven business days after the purchase.

Frequent Purchases and Redemptions of Fund Shares . Madison Funds discourages investors from using the funds to frequently trade or otherwise attempt to “time” the market. As a result, the funds reserve the right to reject a purchase or exchange request for any reason.

Market Timing . It is the policy of the Madison Funds to block shareholders or potential shareholders from engaging in harmful trading behavior, as described below, in any Madison Fund other than the Cash Reserves Fund. To accomplish this, the funds reserve the right to reject a purchase or exchange request for any reason, without notice. This policy does not affect a shareholder’s right to redeem an account. In addition, the funds have written agreements in place with intermediaries who hold fund shares on behalf of others (e.g., brokers, banks and plan administrators) which give the funds the authority to identify third parties who invest in the funds through such intermediaries so that the funds can prevent them from engaging in harmful frequent trading and market-timing activity as described below.

Identifiable Harmful Frequent Trading and Market-Timing Activity . Madison Funds defines harmful trading activity as

that activity having a negative effect on portfolio management or fund expenses. For example, a fund subject to frequent trading or “market-timing” must maintain a large cash balance in order to permit the frequent purchases and redemptions caused by market-timing activity. Cash balances must be over and above the “normal” cash requirements the fund keeps to handle redemption requests from long-term shareholders, to buy and sell portfolio securities, etc. By forcing a fund’s portfolio manager to keep greater cash balances to accommodate market timing, the fund may be unable to invest its assets in accordance with the fund’s investment objectives. Alternatively, harmful trading activity may require frequent purchase and sale of portfolio securities to satisfy cash requirements. To the extent market-timing activity of this sort requires the affected fund to continually purchase and sell securities, the fund’s transaction costs will increase in the form of brokerage commissions and custody fees. Finally, frequent trading activity results in a greater burden on the affected fund’s transfer agent, increasing transfer agent expenses and, if not actually raising fund expenses, at least preventing them from being lowered.

For all of the above reasons, the funds monitor cash flows and transfer agent activity in order to identify harmful activity. Furthermore, when approached by firms or individuals who request access for market timing activities, the funds decline such requests; when trades are attempted without such courtesy, the funds make every effort to block them and prohibit any future investments from the source of such trades. The funds do not define market-timing by the frequency or amount of trades during any particular time period. Rather, the funds seek to prevent market-timing of any type that harms the funds in the manner described above.

The funds do not currently impose additional fees on market timing activity although the right to do so is reserved upon notice in the future. The funds do not specifically define the frequency of trading that will be considered “market timing” because the goal is to prevent any harm to long-term investors that is caused by any out-of-the-ordinary trading or account activity. As a result, when the funds identify any shareholder activity that causes or is expected to cause the negative results described above, the funds will block the shareholder from making future investments. As a practical matter, Madison Funds’ generally applicable restriction on exchanges per fund to five per year, as described in the “Purchasing By Exchange” section above, limits the occurrence of frequent trading and market-timing activity.

The funds use their discretion to determine whether transaction activity is harmful based on the criteria described above. Except as described below, the funds do not distinguish between shareholders that invest directly with a fund or shareholders that invest with Madison Funds through a broker (either directly or through an intermediary account), an investment adviser or other third party as long as the account is engaging in harmful activity as described above.

Other Risks Associated with Market Timing . Moving money in and out of funds on short notice is a strategy employed by certain investors who hope to reap profits from short-term market fluctuation. This is not illegal, but is discouraged by many funds since it can complicate fund management and, if successfully employed, have a negative impact on performance. In particular, a successful “market-timer” could, over time, dilute the value of fund shares held by long-term investors by essentially “siphoning off” cash by frequently buying fund shares at an NAV lower than the NAV at which the same shares are redeemed. The funds will block ALL identifiable harmful frequent trading and market-timing activity described above regardless of whether the market-timer is successful or unsuccessful. In any event, investors in any of the Madison Funds (other than the Cash Reserves Fund ) should be aware that dilution caused by successful market timing by some shareholders is a risk borne by the remaining shareholders.

Exceptions or Other Arrangements . It is possible that a fund will not detect certain frequent trading or market timing activity in small amounts that, because of the relatively small size of such activity, is subsumed by the normal day-to-day cash flow of the fund (see the section above entitled “Other Risks Associated with Market Timing”). However, the funds believe their procedures are adequate to identify any market timing activity having the harmful effects identified in the section entitled “Identifiable Harmful Frequent Trading and Market-Timing Activity” regardless of the nature of the shareholder or method of investment in Madison Funds.

Delegation to Certain Intermediaries . Madison Funds may rely on the short-term trading policies enforced by financial intermediaries if, in the discretion of the Madison Funds’ Chief Compliance Officer, such policies are designed to prevent the harm that these policies are designed to address. Intermediary policies relied upon in this manner must be adequately identified in written agreements enforceable by Madison Funds or its distributor on behalf of the funds.

Because the funds discourage market timing in general, Madison Funds does not currently, nor does it intend to, have any arrangements or agreements, formal or informal, to permit any shareholders or potential shareholders to directly or indirectly engage in any type of market-timing activities, harmful or otherwise.

Although the funds believe reasonable efforts are made to block shareholders that engage in or attempt to engage in harmful trading activities, the funds cannot guarantee that such efforts will successfully identify and block every shareholder that does or attempts to do this.

Telephone Transactions. For your protection, telephone requests are recorded in order to verify their accuracy. In addition, Madison Funds will take measures to verify the caller’s identity, such as asking for name, account number, Social Security or

taxpayer ID number and other relevant information. Madison Funds is not responsible for any losses that may occur due to unauthorized telephone calls. Also for your protection, redemption transactions are not permitted via telephone on accounts for which names or addresses have been changed within the past 30 days unless the account has been pre-authorized for EFT or wire redemption privileges to a financial institution account.

Internet Transactions. For your protection, you will need your Social Security and account number to establish access to your account on the Internet. You will be asked to assign a unique password and you will need to use that password on all future visits to verify your identity. Buy and sell prices and valuation of shares procedures are consistent with the policies noted above. Madison Funds is not responsible for any losses that may occur due to unauthorized access.

Householding. To reduce shareholder service expenses, Madison Funds intends to send only one copy of its reports per household regardless of the number of investors at the household or the number of accounts held. However, any investor may obtain additional reports upon request to Madison Funds.

Account Statements. In general, you will receive account statements every quarter, as well as after every transaction (except for any dividend reinvestment or systematic transactions) that affects your account balance and after any changes of name or address of the registered owner(s). Every year you should also receive, if applicable, a Form 1099 tax information statement, which will be mailed to you by January 31.

Research and Other fees. Shareholders who need investment records for years prior to the past calendar year may be charged a research fee of $5 per request (with a maximum fee of $25 per request). The funds reserve the right to impose additional charges, upon 30 days written notice, to cover the costs of unusual transactions. Services for which charges could be imposed include, but are not limited to, processing items sent for special collection, international wire transfers, research and processes for retrieval of documents or copies of documents.

Small Accounts. Due to the high fixed cost of maintaining mutual fund accounts, Madison Funds reserves the right to close any non-retirement accounts (excluding accounts set up with a systematic investment program) that have balances below $1,000. We will mail you a notice asking you to bring the account value up to $1,000 or initiate a systematic investment program. If you do not bring the account value up to $1,000 or initiate a systematic investment program within 60 days, Madison Funds may sell your shares and mail the proceeds to you at your address of record.

Special Redemptions. Although no fund would normally do so, each fund has the right to pay the redemption price of shares of the fund in whole or in part in portfolio securities held by the fund as prescribed by the Board of Trustees. However, Madison Funds has elected to be governed by Rule 18f-1 under the 1940 Act. Under that rule, each fund must redeem its shares for cash except to the extent that the redemption payments to any shareholder during any 90-day period would exceed the lesser of $250,000 or 1% of the fund’s NAV at the beginning of such period.

Additional Investor Services

Systematic Investment Program. You may set up regular investments from your financial institution account to the fund of your choice. You determine the frequency and amount of your investments, and you may terminate the program at any time. Investments must be made at least once each quarter and may be as little as $25 per transaction ($50 minimum per fund per month). Systematic investments may be transacted twice monthly, monthly, bimonthly, or quarterly. For more information on purchase minimums, see the “YOUR ACCOUNT ―Opening an Account .” To take advantage of the systematic investment program, complete the appropriate parts of your account application or work with your financial advisor.

Payroll Deduction/Direct Deposit Program. If your employer supports a payroll deduction program, you may set up regular investments from your payroll to the fund of your choice. You determine the frequency and amount of your investments, and you may terminate the program at any time. Investments may be as little as $25 per transaction ($50 minimum per fund per month). For more information on purchase minimums, see the “YOUR ACCOUNT ―Opening an Account .” To take advantage of the payroll deduction program, complete the Payroll Deduction/Direct Deposit Form or work with your financial advisor. A new account application must accompany the form if you are opening a new account.

Systematic Withdrawal Program. If your account balance is at least $5,000, you may make systematic withdrawals from your account. You must fill out the relevant portion of your account application, and the payment schedule. All payees must be on the same payment schedule. You determine the frequency (no less than monthly), day of the month, and amount of your withdrawal and you may terminate the program at any time. Each systematic withdrawal must be at least $50 per fund. To take advantage of the systematic withdrawal program on an existing account, contact your financial advisor or Madison Funds at 1-800-877-6089.

Systematic Exchange Program. If your account balance is at least $5,000, you may exchange your shares for the same class of shares of another fund under the systematic exchange program (there are some limitations on exchanges involving Class R6 shares, as described in the funds’ SAI). You determine the frequency (no less than monthly), day of the month, and amount of your exchange and you may terminate the program at any time. Each systematic exchange must be at least $50 per fund. To take advantage of the systematic exchange program, simply complete the appropriate parts of your account application or contact your financial advisor.

Retirement Plans. Shares of Madison Funds may be used to fund a variety of retirement plans, including IRAs, SEPs, 401(k) plans, 457 non-qualified deferred compensation plans, and other pension and profit sharing plans (availability may vary in Puerto

Rico). Using these plans, you may open an account with either a minimum initial investment or by establishing a systematic investment program. To find out more, call Madison Funds at 1-800-877-6089.

Distributions and Taxes

The funds generally distribute most or all of their net investment income and capital gains. Capital gain distributions, if any, are typically made in December. Income distributions, if any, are made as follows:

·	Declared monthly and paid monthly: Government Bond, Core Bond, Corporate Bond, Tax-Free Virginia, and Tax-Free National Funds .

·	Declared quarterly and paid quarterly: High Quality Bond and Dividend Income Funds .

·	Declared annually and paid annually: Investors, Mid Cap, Disciplined Equity, and NorthRoad International Funds .

Distribution Reinvestments. Many investors have their distribution payments reinvested in additional shares of the same fund and class. If you choose this option, or if you do not indicate any choice, your distribution payments will be reinvested on the payment date. Alternatively, you can choose to have a check for your distribution payments mailed to you. However, if, for any reason, the check is not deliverable, your distribution payments will be reinvested and no interest will be paid on amounts represented by the check.

Taxability of Distributions. All distributions that you receive from a fund are generally taxable, whether reinvested or received in cash. Distributions from a fund’s net investment company taxable income (which includes dividends, interest, net short-term capital gains, and net gains from foreign currency transactions), if any, generally are taxable as ordinary income, unless such distributions are attributable to “qualified dividend” income eligible for the reduced rate of tax on long-term capital gains or unless you are exempt from taxation or entitled to a tax deferral. Distributions paid by each fund from net capital gains (the excess of net long-term capital gains over short-term capital losses) are taxable as long-term capital gains whether reinvested or received in cash and regardless of the length of time you have owned your shares. Currently, the maximum rate applicable to long-term capital gains, and thus to qualified dividend income, is set at 15%. Each fund will inform its shareholders of the portion of its dividends (if any) that constitute qualified dividend income.

Generally, “qualified dividend” income includes dividends received during the taxable year from certain domestic corporations and qualified foreign corporations. The portion of a distribution that the fund pays that is attributable to qualified dividend income received by the fund will qualify for such treatment in the hands of the noncorporate shareholders of the fund. If a fund has income of which more than 95% was qualified dividends, all of the fund’s dividends will be eligible for the lower rates on qualified dividends. Certain holding period requirements applicable to both the fund and the shareholder also must be satisfied to obtain qualified dividend treatment.

When a fund makes a distribution, the fund’s NAV decreases by the amount of the payment. If you purchase shares shortly before a distribution, you will, nonetheless, be subject to income taxes on the distribution, even though the value of your investment (plus cash received, if any) remains the same.

Fund distributions from the Dividend Income Fund are expected to be distributions of both net investment company taxable income and net capital gains. Fund distributions from the Investors, Mid Cap, Disciplined Equity and NorthRoad International Funds are expected to be primarily distributions of net capital gains, and fund distributions from the Government Bond, Core Bond, High Quality Bond, Corporate Bond, Tax-Free Virginia and Tax-Free National Funds are expected to be primarily distributions of net investment company taxable income.

Taxability of Transactions. Your redemption of fund shares may result in a taxable gain or loss to you, depending on whether the redemption proceeds are more or less than what you paid for the redeemed shares. An exchange of fund shares for shares in any other fund of Madison Funds generally will have similar tax consequences.

Tax-Free Funds. Distributions of income from the Tax-Free Virginia Fund are generally exempt from federal taxation and will normally be exempt from state income tax for investors in Virginia as well (capital gain distributions from the fund are, however, subject to applicable federal and state taxation, as are redemptions). With regard to the Tax-Free National Fund , normally, the percentage of the fund invested in the shareholder’s home state becomes the percentage of total distributions of income exempt from state taxes and all such distributions are generally exempt from federal taxation. However, in most states, the rest of the distributions of income from the fund will be subject to state income tax. Like the Tax-Free Virginia Fund , capital gain distributions from the Tax-Free National Fund are subject to applicable federal and state taxation, as are redemptions.

Withholding. If you do not furnish Madison Funds with your correct Social Security Number or Taxpayer Identification Number and/or Madison Funds receives notification from the Internal Revenue Service requiring back-up withholding, Madison Funds is required by federal law to withhold federal income tax from your distributions and redemption proceeds, currently at a rate of 28% for U.S. residents.

This section is not intended to be a full discussion of tax laws and the effect of such laws on you. There may be other federal, state, foreign or local tax considerations applicable to a particular investor. You are urged to consult your own tax adviser. Please see the SAI for more information about taxes.

INVESTMENT ADVISER

General

The funds’ investment adviser is Madison Asset Management, LLC (“Madison”), a subsidiary of Madison Investment Holdings, Inc. (“MIH”), both located at 550 Science Drive, Madison, Wisconsin 53711. As of December 31, 2012, MIH, which was founded in 1974, and its affiliate organizations, including Madison, managed approximately $15 billion in assets, including open-end mutual funds, closed-end funds, separately managed accounts and wrap accounts. Madison is responsible for the day-to-day administration of the funds’ activities. Investment decisions regarding each of the funds can be influenced in various manners by a number of individuals. Generally, all management decisions are the ultimate responsibility of Madison’s Investment Strategy Committee. This committee is comprised of top officers and managers of Madison.

Investment Advisory Agreement

As payment for its services as the investment adviser, Madison receives a management fee based upon the average daily net assets of each fund, which is computed and accrued daily and paid monthly, at the following annual rates (the same rate applies to all share classes of each fund):

Fund	Management Fee	Fund	Management Fee
Government Bond	0.40% 1	Dividend Income	0.75% 3
Core Bond	0.50%	Disciplined Equity	0.75%
High Quality Bond	0.30%	NorthRoad International	0.80%
Corporate Bond	0.40%	Tax-Free Virginia	0.50%
Investors	0.75% 2	Tax-Free National	0.50%
Mid Cap	0.75%

1	A portion of the fund’s annual management fee (0.10%) is being waived by Madison until at least May 1, 2014.

2	The management fee for this fund is 0.75% on the first $100 million of assets, and 0.60% on assets in excess of $100 million. A portion of the fund’s annual management fee (0.10%) is being waived by Madison until at least May 1, 2014.

3	A portion of the fund’s annual management fee (0.10%) is being waived by Madison until at least May 1, 2014.

A discussion regarding the basis for approval of the funds’ investment advisory contracts available as follows: (i) for the Core Bond, Mid Cap and Cash Reserves Funds, the discussion is contained in the funds’ most recent annual reports to shareholders; and (ii) for the remaining funds, because these funds are newly formed to acquire the assets of the corresponding Madison Mosaic Fund, and given that the material terms and conditions of the investment advisory contact relating to these funds are substantially similar to the terms contained in the relevant investment advisory agreement for the Madison Mosaic Funds, the relevant discussion is found in the Madison Mosaic Funds’ most recent annual report to shareholders.

Services Agreement

Under a separate services agreement, Madison provides or arranges for each fund to have all of the necessary operational and support services it needs for a fee. These fees are computed daily and paid monthly, at an annualized percentage rate of the average daily value of the net assets of each fund as follows (the same rate applies to all share classes of each fund except as otherwise noted):

Fund	Service Fee	Fund	Service Fee
Government Bond	0.25%	Dividend Income	0.35% 2
Core Bond	0.15% 1	Disciplined Equity	0.35% 1,3
High Quality Bond	0.19%	NorthRoad International	0.35% 1
Corporate Bond	0.25%	Tax-Free Virginia	0.35%
Investors	0.35% 2	Tax-Free National	0.35%
Mid Cap	0.40% 1

1	The annual service fee for the Class R6 shares of this fund is 0.02%.

2	A portion of the fund’s annual service fee (0.05%) is being waived by Madison until at least May 1, 2014.

3	A portion of the fund’s annual service fee (0.15%), for the Class Y shares only, is being waived by Madison until at least May 1, 2014.

The fees Madison receives under the services agreement are in addition to and independent of fees received pursuant to the investment advisory agreement. In addition, the funds remain responsible for (i) transaction-related expenses including, but not limited to, brokerage commissions paid in connection with fund transactions, interest or fees in connection with fund indebtedness or taxes paid in connection with portfolio securities held, (ii) Rule 12b-1 distribution and service fees, (iii) acquired fund fees, if any, and (iv) any extraordinary or non-recurring expenses (such as fees and costs relating to any temporary line of credit the funds maintain for emergency or extraordinary purposes).

Subadvisers

Madison currently manages the assets of all of the funds using a “manager of managers” approach under which Madison may manage some or all of the funds’ assets and may allocate some or all of the funds’ assets among one or more specialist

subadvisers. Madison selects subadvisers based on a continuing quantitative and qualitative evaluation of their abilities in managing assets pursuant to a particular investment style. While superior performance is the ultimate goal, short-term performance by itself will not be a significant factor in selecting or terminating subadvisers, and Madison does not expect frequent changes in subadvisers. Madison compensates subadvisers out of its own assets.

Madison monitors the performance of each subadviser to the extent it deems appropriate to achieve a fund’s investment objective, reallocates fund assets among its own portfolio management team and individual subadvisers or recommends to the Board of Trustees that a fund employ or terminate particular subadvisers. Madison Funds and Madison received an exemptive order from the SEC that permits the Board to appoint or change subadvisers without shareholder approval. If there is a change in subadvisers, you will receive an “information statement” within 90 days after the date of the change. The statement will provide you with relevant information about the reason for the change and information about any new subadvisers.

PORTFOLIO MANAGEMENT

Madison Asset Management, LLC

Madison manages the assets of the funds set forth below without the assistance of a subadviser. On a day-to-day basis, the funds are generally managed by members of the applicable fixed income or equity management teams at the firm. The following individuals are primarily responsible for the day-to-day management of these funds: (Note: for all funds other than the Core Bond Fund and the Mid Cap Fund, references to portfolio manager history include their historical management of the respective Madison Mosaic Fund prior to its reorganization as a series of Madison Funds).

Government Bond Fund. The Government Bond Fund is co-managed by Paul Lefurgey, CFA, and Chris Nisbet. Mr. Lefurgey, Managing Director and Head of Fixed Income Investments of Madison, has co-managed the fund since 2006. Prior to joining Madison in October 2005, Mr. Lefurgey was Vice President of MEMBERS Capital Advisors, Inc. (“MCA”) since 2003. Mr. Nisbet, Vice President and Portfolio Manager of Madison, has co-managed the fund since 1996. Mr. Nisbet has been a member of Madison’s fixed income team since 1992.

Core Bond Fund . The Core Bond Fund is co-managed by Dean “Jack” Call, DBA and CFA, and Paul Lefurgey, CFA. Mr. Call, Vice President and Portfolio Manager of Madison, has managed the fund since 2004. Prior to joining Madison in July 2009, Mr. Call was a Managing Director and Portfolio Manager—Fixed Income of MCA since 2004. Mr. Call has been active in fixed income investing since 1982. Mr. Lefurgey, whose biographical information is provided above, has co-managed the fund since July 2009.

High Quality Bond Fund. The High Quality Bond Fund is co-managed by Paul Lefurgey, CFA, and Chris Nisbet. Mr. Lefurgey has co-managed the fund since 2006 and Mr. Nisbet has co-managed the fund since the fund’s inception in 2000. Biographical information for Messrs. Lefurgey and Nisbet is provided above.

Corporate Bond Fund. The Corporate Bond Fund is co-managed by Paul Lefurgey, CFA, and Allen Olson. Mr. Lefurgey, whose biographical information is provided above, has co-managed the fund since inception of the fund in July 2007. Mr. Olson, Vice President and Portfolio Manager of Madison, has co-managed the fund since November 2010. Mr. Olson has been a member of Madison’s fixed income team since 2002.

Investors Fund. The Investors Fund is co-managed by Jay Sekelsky, CFA, and Matt Hayner, CFA. Mr. Sekelsky, Executive Director and Chief Investment Officer of Madison, has been involved in the management of the fund since joining Madison in 1990, and has served as co-manager of the fund since 1991. Mr. Hayner, Vice President and Portfolio Manager of Madison, has co-managed the fund from May 2008 until May 2010, and again since May 2012. Mr. Hayner has been a member of Madison’s equity management team since 2002.

Mid Cap Fund . The Mid Cap Fund is co-managed by Richard Eisinger and Matt Hayner, CFA. Mr. Eisinger, Managing Director and Portfolio Manager of Madison, has co-managed the fund since March 2010. Mr. Eisinger, who is a senior member of Madison’s equity management team, has had primary responsibility for management of the firm’s mid-cap equity portfolios since he joined the firm in 1998. Mr. Hayner, whose biographical information is provided above, has co-managed the fund since March 2010.

Dividend Income. The Dividend Income Fund is co-managed by John Brown, CFA, and Jay Sekelsky, CFA. Mr. Brown, Vice President and Portfolio Manager of Madison, has co-managed the fund since March 2012. Prior to joining Madison in July 2009, Mr. Brown was a Managing Director and Portfolio Manager—Equities for MCA since 1998. Mr. Sekelsky, whose biographical information is provided above, has co-managed the fund since 1990.

Disciplined Equity. The Disciplined Equity Fund is co-managed by Jay Sekelsky, CFA, and Marian Quade. Mr. Sekelsky, whose biographical information is provided above, has co-managed the fund since May 2004 (and has been involved in the management of the fund since May 2000). Ms. Quade, Vice President and Portfolio Manager, has co-managed the fund since May 2010. Prior to joining Madison in 2009, Ms. Quade served in a similar capacity for Thompson Investment Management and, prior to that, was Head of Equities for U.S. Bank. Ms. Quade has more than 30 years of investment experience, with more than 20 of those years as a portfolio manager, and specializes in personalized portfolio management for Madison’s high net worth relationships.

Tax-Free Virginia Fund. The Tax-Free Virginia Fund is co-managed by Mike Peters, CFA, and Paul Lefurgey, CFA. Mr. Peters, Vice President and Portfolio Manager of Madison, has co-managed the fund since February 1997. Prior to joining Madison in 1997, Mr. Peters was Vice President and Fixed Income Portfolio Manager for Wachovia Asset Management since March 1993. Mr. Lefurgey, whose biographical information is provided above, has co-managed the fund since February 2010.

Tax-Free National Fund. The Tax-Free National Fund is co-managed by Mike Peters, CFA, and Paul Lefurgey, CFA. Mr. Peters has served in this capacity since February 1997 and Mr. Lefurgey has served in this capacity since February 2010. Biographical information for Messrs. Peters and Lefurgey is provided above.

NorthRoad Capital Management LLC

Madison has delegated the day-to-day management of the following fund to NorthRoad Capital Management LLC (“NorthRoad”), 295 Madison Avenue, 27 th Floor, New York, New York 10017. NorthRoad is an investment advisory firm specializing in international/global equity investing. NorthRoad is an affiliate of Madison and both are under the common control of Madison Investment Holdings, Inc. As of December 31, 2012, NorthRoad, which was founded in 2002, managed approximately $___ million in assets, consisting primarily of institutional accounts. The NorthRoad International Fund is the only mutual fund NorthRoad manages.

NorthRoad International Fund . The NorthRoad International Fund is co-managed by Chuck Saunders, Jim Shore and Ray Vars, each of whom is a Principal of NorthRoad and holds the CFA designation. Prior to joining NorthRoad in 2005, Mr. Saunders was responsible for the International Equity Fund for the State of Wisconsin Investment Board. Mr. Saunders was Vice President, Investment Banking, for The Industrial Bank of Japan in Tokyo from 1988-1994. Prior to becoming a founding member of NorthRoad in 2002, Mr. Shore was an international and global Portfolio Manager at Lazard Asset Management. He also spent several years as a global industrials analyst. Before Lazard, he was an international Portfolio Manager/Analyst with Brandes Investment Partners, Inc. Prior to becoming a founding member of NorthRoad in 2002, Mr. Vars was an international and global Portfolio Manager at Lazard Asset Management. He also spent several years as a global auto industry analyst as well as a quantitative analyst. Before joining Lazard in 1995, he was an analyst at Asset Strategy Consulting. Collectively, Messrs. Saunders, Shore and Vars have co-managed the fund since June 2011. Prior to June 2011, the fund was called the Madison Mosaic Small/Mid-Cap Fund and managed by a different team of portfolio managers.

Information regarding the portfolio managers’ compensation, their ownership of securities in the funds and the other accounts they manage can be found in the SAI.

FINANCIAL HIGHLIGHTS

The financial highlights tables that follows are intended to help you understand the funds’ financial performance for the past five years (or since inception of the fund if less than five years). Certain information reflects financial results for a single fund share outstanding for the period presented. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the fund, assuming reinvestment of all dividends and distributions. The financial highlights for each of the periods presented below have been audited by Grant Thornton LLP or Deloitte & Touche LLP, whose report, along with the funds’ financial statements, is incorporated by reference in the SAI and included in the applicable funds’ annual reports, each of which is available upon request.

[insert 2012 financial highlights]

MORE INFORMATION ABOUT MADISON FUNDS

The following documents contain more information about the funds and are available free upon request:

Statement of Additional Information. The SAI contains additional information about the funds. A current SAI has been filed with the SEC and is incorporated herein by reference.

Annual and Semi-Annual Reports. The funds’ annual and semi-annual reports provide additional information about the funds’ investments. The annual report contains a discussion of the market conditions and investment strategies that significantly affected each fund’s performance during the last fiscal year.

Requesting Documents. You may request a copy of the SAI and the annual and semi-annual reports, make shareholder inquiries, without charge, or request further information about the funds by contacting your financial advisor or by contacting the funds at: Madison Funds, P.O. Box 8390, Boston, MA 02266-8390; telephone: 1-800-877-6089; Internet: www.madisonfunds.com.

Public Information. You can review and copy information about the funds, including the SAI, at the SEC’s Public Reference Room in Washington D.C. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-202-551-1520. Reports and other information about the funds also are available on the EDGAR database on the SEC’s Internet site at http://www.sec.gov. You may obtain copies of this information, upon payment of a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov, or by writing the Public Reference Section of the SEC, 100 F Street NE, Room 1580, Washington, D.C. 20549-0102.

Madison Funds

Post Office Box 8390

Boston, MA 02266-8390

1-800-877-6089

www.madisonfunds.com

Investment Company

File No. 811-08261

(This privacy notice is not part of the prospectus.) Rev. 11/2010
FACTS	WHAT DOES MADISON FUNDS DO WITH YOUR PERSONAL INFORMATION?

Why?	Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.

What?	The types of personal information we collect and share depend on the product or service you have with us. This information can include: § Social Security number and transaction history § Account balances and checking account information § Purchase history and wire transfer instructions When you are no longer our customer, we continue to share your information as described in this notice.

How?	All financial companies need to share investors’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their investors’ personal information; the reasons Madison Funds chooses to share; and whether you can limit this sharing.

Reason we can share your personal information	Does Madison Funds share?	Can you limit this sharing?
For our everyday business purposes— such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus	Yes	No
For our marketing purposes— to offer our products and services to you	Yes	No
For joint marketing with other financial companies	No	We don’t share
For our affiliates’ everyday business purposes— information about your transactions and experiences	Yes	No
For our affiliates’ everyday business purposes— information about your creditworthiness	No	We don’t share
For nonaffiliates to market to you	No	We don’t share

Questions?

Call 1-800-877-6089 or go to www.madisonfunds.com.

Page 2

Who we are

Who is providing this notice?	Madison Funds, Post Office Box 8390, Boston, MA 02266-8390

What we do
How does Madison Funds protect my personal information?	To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings.
How does Madison Funds collect my personal information?	We collect your personal information, for example, when you: § Open an account or provide account information § Direct us to buy securities or make deposits or withdrawals from your account § Give us your contact information We also collect your personal information from other companies.
Why can’t I limit all sharing?	Federal law gives you the right to limit only: § sharing for affiliates’ everyday business purposes—information about your creditworthiness § affiliates from using your information to market to you § sharing for nonaffiliates to market to you State laws and individual companies may give you additional rights to limit sharing.

Definitions
Affiliates	Companies related by common ownership or control. They can be financial and nonfinancial companies. § Our affiliates include companies with a common "Madison" name; financial companies such as Madison Investment Advisors, Madison Asset Management and MFD Distributor.
Nonaffiliates	Companies not related by common ownership or control. They can be financial and nonfinancial companies. § Madison Funds does not share with nonaffiliates so they can market to you.
Joint marketing	A formal agreement between nonaffiliated financial companies that together market financial products or services to you. § Madison Funds does not jointly market.

Other important information

The information in this statement of additional information is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This statement of additional information is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer is not permitted.

Preliminary Statement of Additional Information dated January 2, 2013

STATEMENT OF ADDITIONAL INFORMATION

Madison Funds®

550 Science Drive

Madison, Wisconsin 53711

Ticker Symbol

Fund	Class A	Class B	Class C	Class Y	Class R6
Conservative Allocation Fund	MCNAX	MCNBX	MCOCX	N/A	N/A

Moderate Allocation Fund	MMDAX	MMDRX	MMDCX	N/A	N/A

Aggressive Allocation Fund	MAGSX	MAGBX	MAACX	N/A	N/A

Cash Reserves Fund	MFAXX	MFBXX	N/A	N/A	N/A

Tax-Free Virginia Fund	N/A	N/A	N/A	GTVAX	N/A

Tax-Free National Fund	N/A	N/A	N/A	GTFHX	N/A

Government Bond Fund	N/A	N/A	N/A	MADTX	N/A

Core Bond Fund*	MBOAX	MBOBX	N/A	MBOYX	MCBRX

High Quality Bond Fund	N/A	N/A	N/A	MIIBX	N/A

Corporate Bond Fund	N/A	N/A	N/A	COINX	N/A

High Income Fund	MHNAX	MHNBX	N/A	MHNYX	N/A

Diversified Income Fund	MBLAX	MBLNX	MBLCX	N/A	N/A

Dividend Income Fund	N/A	N/A	N/A	BHBFX	N/A

Equity Income Fund	MENAX	N/A	MENCX	MENYX	MENRX

Disciplined Equity Fund	N/A	N/A	N/A	MADEX	MDERX

Investors Fund	N/A	N/A	N/A	MINVX	N/A

Large Cap Value Fund	MGWAX	MGWBX	N/A	MYLVX	N/A

Large Cap Growth Fund	MCAAX	MCPBX	N/A	MYLGX	N/A

Mid Cap Fund	MERAX	MERBX	N/A	GTSGX	MMCRX

Small Cap Fund	MASVX	MBSVX	N/A	MYSVX	N/A

NorthRoad International Fund	N/A	N/A	N/A	NRIEX	NRRIX

International Stock Fund	MINAX	MINBX	N/A	MINYX	N/A

____________________________

* Formerly known as the Bond Fund.

N/A Fund does not offer this share class.

This is not a prospectus. This statement of additional information (“SAI”) should be read in conjunction with the currently effective prospectuses (the “prospectuses”) for Madison Funds, which are referred to herein. The prospectuses concisely set forth information that a prospective investor should know before investing. For a copy of the prospectuses for the Madison Funds dated April 19, 2013, please call 1-800-877-6089 or write Madison Funds, P.O. Box 8390, Boston, MA 02266-8390.

The audited financial statements for the funds are incorporated herein by reference to the funds’ annual reports for the fiscal year ended October 31, 2012, which has been filed with the Securities and Exchange Commission (the “SEC”) and provided to all shareholders. For a copy, without charge, of the funds’ annual reports to shareholders, please call Madison Funds at 1-800-877-6089 or visit our website at www.madisonfunds.com.

The date of this SAI is April 19, 2013

TABLE OF CONTENTS	PAGE
GENERAL INFORMATION	3
INVESTMENT PRACTICES	3
Lending Portfolio Securities	3
Restricted and Illiquid Securities	3
Foreign Transactions	4
Options on Securities and Securities Indices	8
Bank Loans	10
Swap Agreements	11
Futures Contracts and Options on Futures Contracts	12
Certain Bond Fund Practices	13
Lower-Rated Corporate Debt Securities	13
Other Debt Securities	14
Foreign Government Securities	8
Convertible Securities	15
Repurchase Agreements	15
Reverse Repurchase Agreements	16
U.S. Government Securities	16
Forward Commitment and When-Issued Securities	17
Mortgage-Backed and Asset-Backed Securities	17
Other Securities Related to Mortgages	18
Real Estate Investment Trusts	20
Exchange Traded Funds	20
Shares of Other Investment Companies	21
TEMPORARY DEFENSIVE POSITIONS	25
Types of Investment Risk	25
Higher-Risk Securities and Practices	26
FUND NAMES	29
INVESTMENT LIMITATIONS	29
PORTFOLIO TURNOVER	31
MANAGEMENT OF MADISON FUNDS	31
Trustees and Officers	31
Trustee Compensation	34
Board Qualifications	34
Board Committees	35
Leadership Structure of the Board	35
Trustees’ Holdings	36
SALES LOAD WAIVERS FOR CERTAIN AFFILIATED PERSONS OF MADISON FUNDS	36
CONTROL PERSONS AND PRINCIPAL HOLDERS OF MADISON FUNDS’S SECURITIES	36
PORTFOLIO MANAGEMENT	37
Madison Asset Management, LLC	37
Shenkman Capital Management, Inc. (High Income Fund)	40
Wellington Management Company, LLP (Small Cap Fund)	40
Lazard Asset Management LLC (International Stock Fund)	40

PORTFOLIO MANAGERS	40
Madison Asset Management, LLC	40
Shenkman Capital Management, Inc.	44
Wellington Management Company, LLP	46
Lazard Asset Management LLC	47
TRANSFER AGENT	50
CUSTODIAN	50
DISTRIBUTION	50
Principal Distributor and Distribution of Fund Shares	50
Distribution and Service Plans	51
BROKERAGE	52
PROXY VOTING POLICIES, PROCEDURES AND RECORDS	54
SELECTIVE DISCLOSURE OF PORTFOLIO HOLDINGS	55
CODES OF ETHICS	56
SHARES OF MADISON FUNDS	57
Shares of Beneficial Interest	57
Voting Rights	57
Limitation of Shareholder Liability	58
Limitation of Trustee and Officer Liability	58
Limitation of Interseries Liability	58
NET ASSET VALUE OF SHARES	58
Cash Reserves Fund	58
Portfolio Valuation	59
DISTRIBUTIONS AND TAXES	60
Distributions	60
Federal Tax Status of the Funds	60
Shareholder Taxation	64
MORE ABOUT PURCHASING AND SELLING SHARES	66
Minimum Investments	66
Offering Price	66
Calculation of the Sales Charge	66
Sales Charge on Class A Shares	66
Sales Charge on Class B and Class C Shares	67
In-Kind Redemptions	68
ADDITIONAL INVESTOR SERVICES	69
Systematic Investment Program	69
Systematic Withdrawal Program	69
Exchange Privilege and Systematic Exchange Program	69
Reinstatement or Reinvestment Privilege	70
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	70
FINANCIAL STATEMENTS	70

APPENDIX A – SUMMARY OF PROXY VOTING POLICIES AND PROCEDURES	A-1
APPENDIX B – QUALITY RATINGS.	B-1

GENERAL INFORMATION

Madison Funds is a diversified, open-end management investment company consisting of separate investment portfolios or funds (each, a “fund” and collectively, the “funds”), each of which has a different investment objective and policies. Each fund is a diversified, open-end management investment company, commonly known as a mutual fund. The funds described in this SAI are as follows: (i) Conservative Allocation, Moderate Allocation and Aggressive Allocation Funds (collectively, the “Target Allocation Funds”) ; (ii) Cash Reserves Fund ; (iii) Tax-Free Virginia and Tax-Free National Funds (collectively, the “Tax-Free Funds”) ; (iv) Government Bond, Core Bond, High Quality Bond, Corporate Bond, and High Income Funds (collectively, the “Income Funds”) ; (v) Diversified Income , Dividend Income, Equity Income, Disciplined Equity, Investors, Large Cap Value, Large Cap Growth, Mid Cap, and Small Cap Funds (collectively, the “Equity Funds”) ; and (vi) NorthRoad International and International Stock Funds (collectively, the “International Funds”) .

Madison Funds was organized under the laws of the state of Delaware on May 21, 1997 and is a Delaware statutory trust. As a Delaware statutory trust, the operations of Madison Funds are governed by its Amended and Restated Declaration of Trust dated February 1, 2013 (the “Declaration of Trust”) and its Certificate of Trust dated May 16, 1997 (the “Certificate”). The Certificate is on file with the Office of the Secretary of State in Delaware. Each shareholder agrees to be bound by the Declaration of Trust, as amended from time to time, upon such shareholder’s initial purchase of shares of beneficial interest in any one of the funds. Prior to February 28, 2013, Madison Funds was known as MEMBERS Mutual Funds.

INVESTMENT PRACTICES

The prospectuses describe the investment objective and policies of each of the funds. The following information is provided for those investors wishing to have more comprehensive information than that contained in the prospectuses.

Since each Target Allocation Fund will invest in shares of other investment companies, except as disclosed in the prospectuses, to the extent that an investment practice noted below describes specific securities, if a Target Allocation Fund invests in those securities, it does so indirectly, through its investment in underlying funds.

Lending Portfolio Securities

Each fund, except the Cash Reserves and the Target Allocation Funds , may lend portfolio securities. Loans will be made only in accordance with guidelines established by the Board of Trustees of Madison Funds (the “Board” or the “Board of Trustees”) and on the request of broker-dealers or institutional investors deemed qualified, and only when the borrower agrees to maintain cash or other liquid assets as collateral with a fund equal at all times to at least 102% of the value of the securities. A fund will continue to receive interest or dividends on the securities loaned and will, at the same time, earn an agreed-upon amount of interest on the collateral which will be invested in readily marketable short-term obligations of high quality. A fund will retain the right to call the loaned securities and may call loaned voting securities if important shareholder meetings are imminent. Such security loans will not be made if, as a result, the aggregate of such loans exceeds 33⅓% of the value of a fund’s assets. The fund may terminate such loans at any time. The primary risk involved in lending securities is that the borrower will fail financially and not return the loaned securities at a time when the collateral is not sufficient to replace the full amount of the loaned securities. To mitigate the risk, loans will be made only to firms deemed by the funds’ investment adviser, Madison Asset Management, LLC (“Madison”), to be in good financial standing and will not be made unless, in Madison’s judgment, the consideration to be earned from such loans would justify the risk.

Restricted and Illiquid Securities

Each fund may invest in illiquid securities up to the percentage limits described below in the “Higher-Risk Securities and Practices” section. Madison or a fund’s subadviser (collectively referred to herein as the “Investment Adviser”) is responsible for determining the value and liquidity of investments held by each fund. Thus, it is up to the Investment Adviser to determine if any given security is illiquid. Investments may be illiquid because of the absence of a trading market, making it difficult to value them or dispose of them promptly at an acceptable price. Illiquid investments often include repurchase agreements maturing in more than seven days, time deposits with a notice or demand period of more than seven days, certain over-the-counter option contracts (and assets used to cover such options), participation interests

in loans and restricted securities. A restricted security is one that has a contractual restriction on resale or cannot be resold publicly until it is registered under the Securities Act of 1933, as amended (the “1933 Act”).

Each fund may invest in restricted securities. Restricted securities are not, however, considered illiquid if they are eligible for sale to qualified institutional purchasers in reliance upon Rule 144A under the 1933 Act and are determined to be liquid by the Board of Trustees or by the Investment Adviser under Board-approved procedures. Such guidelines would take into account trading activity for such securities, among other factors. To the extent that qualified institutional buyers become for a time uninterested in purchasing these restricted securities, a fund’s holdings of those securities may become illiquid. Purchases by the funds of securities of foreign issuers offered and sold outside the U.S., in reliance upon the exemption from registration provided by Regulation S under the 1933 Act, also may be liquid even though they are restricted.

Foreign Transactions

Foreign Securities. With the exception of the Tax-Free Funds , each fund may invest in foreign securities; provided, however, that the Cash Reserves Fund is limited to U.S. dollar-denominated foreign money market securities (as defined below). Investing in foreign securities is a principal investment strategy of the International Funds (refer to the prospectuses for more information). The percentage limitations on each fund’s investment in foreign securities are set forth in the prospectuses and below in the “Higher-Risk Securities and Practices” section.

Foreign securities refers to securities that are: (i) issued by companies organized outside the U.S. or whose principal operations are outside the U.S., or issued by foreign governments or their agencies or instrumentalities (“foreign issuers”); (ii) principally traded outside of the U.S.; and (iii) quoted or denominated in a foreign currency (“non-dollar securities”).

Foreign securities may offer potential benefits that are not available from investments exclusively in securities of domestic issuers or dollar-denominated securities. Such benefits may include the opportunity to invest in foreign issuers that appear to offer better opportunity for long-term capital appreciation, more income or current earnings than investments in domestic issuers, the opportunity to invest in foreign countries with economic policies or business cycles different from those of the U.S. and the opportunity to invest in foreign securities markets that do not necessarily move in a manner parallel to U.S. markets.

Investing in foreign securities involves significant risks that are not typically associated with investing in U.S. dollar-denominated securities or in securities of domestic issuers. Such investments may be affected by changes in currency exchange rates, changes in foreign or U.S. laws or restrictions applicable to such investments and in exchange control regulations (e.g., currency blockage). Some foreign stock markets may have substantially less volume than, for example, the New York Stock Exchange and securities of some foreign issuers may be less liquid than securities of comparable domestic issuers. Commissions and dealer mark-ups on transactions in foreign investments may be higher than for similar transactions in the U.S. In addition, clearance and settlement procedures may be different in foreign countries and, in certain markets, on certain occasions, such procedures have been unable to keep pace with the volume of securities transactions, thus making it difficult to conduct such transactions.

Foreign issuers are not generally subject to uniform accounting, auditing and financial reporting standards comparable to those applicable to domestic companies. There may be less publicly available information about a foreign issuer than about a domestic one. In addition, there is generally less government regulation of stock exchanges, brokers, and listed and unlisted issuers in foreign countries than in the U.S. Furthermore, with respect to certain foreign countries, there is a possibility of expropriation or confiscatory taxation, imposition of withholding taxes on dividend or interest payments, limitations on the removal of funds or other assets of the fund making the investment, or political or social instability or diplomatic developments which could affect investments in those countries.

Investments in short-term debt obligations issued either by foreign issuers or foreign financial institutions or by foreign branches of U.S. financial institutions (collectively, “foreign money market securities”) present many of the same risks as other foreign investments. In addition, foreign money market securities present interest rate risks similar to those attendant to an investment in domestic money market securities.

Investments in ADRs, EDRs and GDRs. Many securities of foreign issuers are represented by American depository receipts (“ADRs”), European depository receipts (“EDRs”) and Global depository receipts (“GDRs”). With the exception

of the Tax-Free Funds , each fund may invest in ADRs and, except for the Cash Reserves Fund and Tax-Free Funds , in GDRs and EDRs.

ADRs are receipts typically issued by a U.S. financial institution or trust company which represent the right to receive securities of foreign issuers deposited in a domestic bank or a foreign correspondent bank. Prices of ADRs are quoted in U.S. dollars, and ADRs are traded in the U.S. on exchanges or over-the-counter and are sponsored and issued by domestic banks. In general, there is a large, liquid market in the U.S. for ADRs quoted on a national securities exchange or the NASDAQ Global Market. The information available for ADRs is subject to the accounting, auditing and financial reporting standards of the domestic market or exchange on which they are traded, which standards are more uniform and more exacting than those to which many foreign issuers may be subject.

EDRs and GDRs are receipts evidencing an arrangement with a non-U.S. bank similar to that for ADRs and are designed for use in non-U.S. securities markets. EDRs are typically issued in bearer form and are designed for trading in the European markets. GDRs, issued either in bearer or registered form, are designed for trading on a global basis. EDRs and GDRs are not necessarily quoted in the same currency as the underlying security.

Depository receipts do not eliminate all the risk inherent in investing in the securities of foreign issuers. To the extent that a fund acquires depository receipts through banks which do not have a contractual relationship with the foreign issuer of the security underlying the receipt to issue and service such depository receipts, there may be an increased possibility that the fund would not become aware of and be able to respond to corporate actions such as stock splits or rights offerings involving the foreign issuer in a timely manner. The market value of depository receipts is dependent upon the market value of the underlying securities and fluctuations in the relative value of the currencies in which the receipts and the underlying are quoted. In addition, the lack of information may result in inefficiencies in the valuation of such instruments. However, by investing in depository receipts rather than directly in the stock of foreign issuers, a fund will avoid currency risks during the settlement period for either purchases or sales.

Investments in Emerging Markets. Each fund, except the Cash Reserves Fund and Tax-Free Funds , may invest in securities of issuers located in countries with emerging economies and/or securities markets. Political and economic structures in many of these countries may be undergoing significant evolution and rapid development, and such countries may lack the social, political and economic stability characteristic of more developed countries. Certain of these countries may have in the past failed to recognize private property rights and have at times nationalized or expropriated the assets of private companies. As a result, the risks of foreign investment generally, including the risks of nationalization or expropriation of assets, may be heightened. In addition, unanticipated political or social developments may affect the values of a fund’s investments in those countries and the availability to the fund of additional investments in those countries.

The small size and inexperience of the securities markets in certain of these countries and the limited volume of trading in securities in those countries may also make investments in such countries illiquid and more volatile than investments in more developed markets, and the funds may be required to establish special custody or other arrangements before making certain investments in those countries. There may be little financial or accounting information available with respect to issuers located in certain of such countries, and it may be difficult as a result to assess the value or prospects of an investment in such issuers.

A fund’s purchase or sale of portfolio securities in certain emerging markets may be constrained by limitations as to daily changes in the prices of listed securities, periodic trading or settlement volume and/or limitations on aggregate holdings of foreign investors. Such limitations may be computed based on aggregate trading volume by or holdings of a fund, Madison or its affiliates, a subadviser and its affiliates, and each such person’s respective clients and other service providers. A fund may not be able to sell securities in circumstances where price, trading or settlement volume limitations have been reached.

Foreign investment in certain emerging securities markets is restricted or controlled to varying degrees that may limit investment in such countries or increase the administrative cost of such investments. For example, certain countries may restrict or prohibit investment opportunities in issuers or industries important to national interests. Such restrictions may affect the market price, liquidity and rights of securities that may be purchased by a fund.

Settlement procedures in emerging markets are frequently less developed and reliable than those in the U.S. and may involve a fund’s delivery of securities before receipt of payment for their sale. In addition, significant delays are common

in certain markets in registering the transfer of securities. Settlement or registration problems may make it more difficult for a fund to value its portfolio assets and could cause a fund to miss attractive investment opportunities, to have its assets uninvested or to incur losses due to the failure of a counterparty to pay for securities that the fund has delivered or due to the fund’s inability to complete its contractual obligations.

Currently, there is no market or only a limited market for many management techniques and instruments with respect to the currencies and securities markets of emerging market countries. Consequently, there can be no assurance that suitable instruments for hedging currency and market related risks will be available at the times when the Investment Adviser of the fund wishes to use them.

Foreign Currency Transactions. Because investment in foreign issuers will usually involve currencies of foreign countries, and because each fund, except the Cash Reserves Fund and Tax-Free Funds , may have currency exposure independent of their securities positions, the value of the assets of these funds, as measured in U.S. dollars, will be affected by changes in foreign currency exchange rates. An issuer of securities purchased by a fund may be domiciled in a country other than the country in whose currency the instrument is denominated or quoted.

Currency exchange rates may fluctuate significantly over short periods of time causing, along with other factors, a fund’s net asset value (“NAV”) to fluctuate as well. They generally are determined by the forces of supply and demand in the foreign exchange markets and the relative merits of investments in different countries, actual or anticipated changes in interest rates and other complex factors, as seen from an international perspective. Currency exchange rates also can be affected unpredictably by intervention by U.S. or foreign governments or central banks, or the failure to intervene, or by currency controls or political developments in the U.S. or abroad. The market in forward foreign currency exchange contracts and other privately negotiated currency instruments offers less protection against defaults by the other party to such instruments than is available for currency instruments traded on an exchange. To the extent that a substantial portion of a fund’s total assets, adjusted to reflect the fund’s net position after giving effect to currency transactions, is denominated or quoted in the currencies of foreign countries, the fund will be more susceptible to the risk of adverse economic and political developments within those countries.

In addition to investing in securities denominated or quoted in a foreign currency, certain of the funds may engage in a variety of foreign currency management techniques. These funds may hold foreign currency received in connection with investments in foreign securities when, in the judgment of the fund’s Investment Adviser, it would be beneficial to convert such currency into U.S. dollars at a later date, based on anticipated changes in the relevant exchange rate. These funds will incur costs in connection with conversions between various currencies.

Forward Foreign Currency Exchange Contracts. Each fund, except the Cash Reserves Fund and Tax-Free Funds , may also purchase or sell forward foreign currency exchange contracts for defensive or hedging purposes when the fund’s Investment Adviser anticipates that the foreign currency will appreciate or depreciate in value, but securities denominated or quoted in that currency do not present attractive investment opportunities and are not held in the fund’s portfolio. In addition, these funds may enter into forward foreign currency exchange contracts in order to protect against anticipated changes in future foreign currency exchange rates and may engage in cross-hedging by using forward contracts in a currency different from that in which the hedged security is denominated or quoted if the fund’s Investment Adviser determines that there is a pattern of correlation between the two currencies.

These funds may enter into contracts to purchase foreign currencies to protect against an anticipated rise in the U.S. dollar price of securities it intends to purchase. They may enter into contracts to sell foreign currencies to protect against the decline in value of its foreign currency denominated or quoted portfolio securities, or a decline in the value of anticipated dividends from such securities, due to a decline in the value of foreign currencies against the U.S. dollar. Contracts to sell foreign currency could limit any potential gain which might be realized by a fund if the value of the hedged currency increased.

If a fund enters into a forward foreign currency exchange contract to buy foreign currency for any purpose, the fund will be required to place cash or liquid securities in a segregated account with the fund’s custodian in an amount equal to the value of the fund’s total assets committed to the consummation of the forward contract. If the value of the securities placed in the segregated account declines, additional cash or securities will be placed in the segregated account so that the value of the account will equal the amount of a fund’s commitment with respect to the contract.

Forward contracts are subject to the risk that the counterparty to such contract will default on its obligations. Since a forward foreign currency exchange contract is not guaranteed by an exchange or clearinghouse, a default on the contract would deprive a fund of unrealized profits, transaction costs or the benefits of a currency hedge or force the fund to cover its purchase or sale commitments, if any, at the current market price. A fund will not enter into such transactions unless the credit quality of the unsecured senior debt or the claims-paying ability of the counterparty is considered to be investment grade by the fund’s Investment Adviser.

Forward foreign currency exchange contract transactions are considered transactions in derivative securities. The Investment Adviser must obtain the explicit approval of the Board of Trustees prior to engaging in derivative transactions of this type.

Options on Foreign Currencies. Each fund, except the Cash Reserves Fund and Tax-Free Funds , may also purchase and sell (write) put and call options on foreign currencies for the purpose of protecting against declines in the U.S. dollar value of foreign portfolio securities and anticipated dividends on such securities and against increases in the U.S. dollar cost of foreign securities to be acquired. These funds may use options on currency to cross-hedge, which involves writing or purchasing options on one currency to hedge against changes in exchange rates for a different currency, if there is a pattern of correlation between the two currencies. As with other kinds of option transactions, however, the writing of an option on foreign currency will constitute only a partial hedge, up to the amount of the premium received. A fund could be required to purchase or sell foreign currencies at disadvantageous exchange rates, thereby incurring losses. The purchase of an option on foreign currency may constitute an effective hedge against exchange rate fluctuations; however, in the event of exchange rate movements adverse to a fund’s position, the fund may forfeit the entire amount of the premium plus related transaction costs. In addition, these funds may purchase call or put options on currency to seek to increase total return when the fund’s Investment Adviser anticipates that the currency will appreciate or depreciate in value, but the securities quoted or denominated in that currency do not present attractive investment opportunities and are not held in the fund’s portfolio. When purchased or sold to increase total return, options on currencies are considered speculative. Options on foreign currencies to be written or purchased by these funds will be traded on U.S. and foreign exchanges or over-the-counter. See the “Options on Securities and Securities Indices – Risks Associated with Options Transactions” section, below, for a discussion of the liquidity risks associated with options transactions.

Foreign currency options are considered derivative securities. The Investment Adviser must obtain the explicit approval of the Board of Trustees prior to engaging in derivative transactions of this type.

Special Risks Associated With Options on Currency. An exchange traded options position may be closed out only on an options exchange which provides a secondary market for an option of the same series. Although a fund will generally purchase or write only those options for which there appears to be an active secondary market, there is no assurance that a liquid secondary market on an exchange will exist for any particular option, or at any particular time. For some options no secondary market on an exchange may exist. In such event, it might not be possible to effect closing transactions in particular options, with the result that a fund would have to exercise its options in order to realize any profit and would incur transaction costs upon the sale of underlying securities pursuant to the exercise of put options. If a fund as a covered call option writer is unable to effect a closing purchase transaction in a secondary market, it will not be able to identify the underlying currency (or security quoted or denominated in that currency) until the option expires or it delivers the underlying currency upon exercise.

There is no assurance that higher than anticipated trading activity or other unforeseen events might not, at times, render certain of the facilities of the Options Clearing Corporation inadequate, and thereby result in the institution by an exchange of special procedures which may interfere with the timely execution of customers’ orders.

Each fund, except the Cash Reserves Fund and Tax-Free Funds , may purchase and write over-the-counter options to the extent consistent with its limitation on investments in restricted securities. See the “Higher-Risk Securities and Practices” section, below, for each fund’s limitations on investments in restricted securities. Trading in over-the-counter options is subject to the risk that the other party will be unable or unwilling to close-out options purchased or written by a fund.

The amount of the premiums which a fund may pay or receive may be adversely affected as new or existing institutions, including other investment companies, engage in or increase their option purchasing and writing activities.

Options on Securities and Securities Indices

Writing Options. Each fund, except the Cash Reserves Fund , may write (sell) covered call and put options on any securities in which it may invest. A call option written by a fund obligates such fund to sell specified securities to the holder of the option at a specified price if the option is exercised at any time before the expiration date. All call options written by a fund are covered, which means that such fund will effectively own the securities subject to the option so long as the option is outstanding. It should be noted that a principal investment strategy of the Equity Income Fund is to write covered call put options (see the prospectuses for more information). A fund’s purpose in writing covered call options is to realize greater income than would be realized on portfolio securities transactions alone. However, a fund may forgo the opportunity to profit from an increase in the market price of the underlying security.

A put option written by a fund would obligate such fund to purchase specified securities from the option holder at a specified price if the option is exercised at any time before the expiration date. All put options written by a fund would be covered, which means that such fund would have deposited with its custodian cash or liquid securities with a value at least equal to the exercise price of the put option. The purpose of writing such options is to generate additional income for a fund. However, in return for the option premium, a fund accepts the risk that it will be required to purchase the underlying securities at a price in excess of the securities’ market value at the time of purchase.

In addition, in the Investment Adviser’s discretion, a written call option or put option may be covered by maintaining cash or liquid securities (either of which may be denominated in any currency) in a segregated account with the fund’s custodian, by entering into an offsetting forward contract and/or by purchasing an offsetting option which, by virtue of its exercise price or otherwise, reduces a fund’s net exposure on its written option position.

Each fund, except the Cash Reserves Fund , may also write and sell covered call and put options on any securities index composed of securities in which it may invest. Options on securities indices are similar to options on securities, except that the exercise of securities index options requires cash payments and does not involve the actual purchase or sale of securities. In addition, securities index options are designed to reflect price fluctuations in a group of securities or segment of the securities market rather than price fluctuations in a single security. A fund may cover call options on a securities index by owning securities whose price changes are expected to be similar to those of the underlying index, or by having an absolute and immediate right to acquire such securities without additional cash consideration (or for additional cash consideration held in a segregated account by its custodian) upon conversion or exchange of other securities in its portfolio. A fund may cover call and put options on a securities index by maintaining cash or liquid securities with a value equal to the exercise price in a segregated account with its custodian. Writing and selling options on securities indices is considered transacting in derivative securities. Except for the Equity Income Fund , the Investment Adviser must obtain the explicit approval of the Board of Trustees prior to engaging in derivative transactions of this type.

A fund may terminate its obligations under an exchange-traded call or put option by purchasing an option identical to the one it has written. Obligations under over-the-counter options may be terminated only by entering into an offsetting transaction with the counterparty to such option. Such purchases are referred to as “closing purchase” transactions.

Purchasing Options . Each fund, except the Cash Reserves Fund , may purchase put and call options on any securities in which it may invest or options on any securities index based on securities in which it may invest. A fund would also be able to enter into closing sale transactions in order to realize gains or minimize losses on options it had purchased.

A fund would normally purchase call options in anticipation of an increase in the market value of securities of the type in which it may invest. The purchase of a call option would entitle a fund, in return for the premium paid, to purchase specified securities at a specified price during the option period. A fund would ordinarily realize a gain if, during the option period, the value of such securities exceeded the sum of the exercise price, the premium paid and transaction costs; otherwise such a fund would realize a loss on the purchase of the call option.

A fund would normally purchase put options in anticipation of a decline in the market value of securities in its portfolio (“protective puts”) or in securities in which it may invest. The purchase of a put option would entitle a fund, in exchange for the premium paid, to sell specified securities at a specified price during the option period. The purchase of protective puts is designed to offset or hedge against a decline in the market value of a fund’s securities. Put options may also be purchased by a fund for the purpose of affirmatively benefiting from a decline in the price of securities which it does not own. A fund would ordinarily realize a gain if, during the option period, the value of the underlying securities decreased

below the exercise price sufficiently to cover the premium and transaction costs; otherwise such a fund would realize no gain or loss on the purchase of the put option. Gains and losses on the purchase of protective put options would tend to be offset by countervailing changes in the value of the underlying portfolio securities.

A fund would purchase put and call options on securities indices for the same purpose as it would purchase options on individual securities.

Yield Curve Options . The Tax-Free Funds , Income Funds and Diversified Income Fund may enter into options on the yield “spread,” or yield differential between two securities. Such transactions are referred to as “yield curve” options. In contrast to other types of options, a yield curve option is based on the difference between the yields of designated securities, rather than the prices of the individual securities, and is settled through cash payments. Accordingly, a yield curve option is profitable to the holder if this differential widens (in the case of a call) or narrows (in the case of a put), regardless of whether the yields of the underlying securities increase or decrease.

These three funds may purchase or write yield curve options for the same purposes as other options on securities. For example, a fund may purchase a call option on the yield spread between two securities if it owns one of the securities and anticipates purchasing the other security and wants to hedge against an adverse change in the yield between the two securities. A fund may also purchase or write yield curve options in an effort to increase its current income if, in the judgment of the Investment Adviser, the fund will be able to profit from movements in the spread between the yields of the underlying securities. The trading of yield curve options is subject to all of the risks associated with the trading of other types of options. In addition, however, such options present risk of loss even if the yield of one of the underlying securities remains constant, if the spread moves in a direction or to an extent which was not anticipated.

Yield curve options written by the Tax-Free Funds, Income Funds and Diversified Income Funds will be “covered.” A call (or put) option is covered if a fund holds another call (or put) option on the spread between the same two securities and maintains in a segregated account with its custodian cash or liquid securities sufficient to cover the fund’s net liability under the two options. Therefore, a fund’s liability for such a covered option is generally limited to the difference between the amount of the fund’s liability under the option written by the fund less the value of the option held by the fund. Yield curve options may also be covered in such other manner as may be in accordance with the requirements of the counterparty with which the option is traded and applicable laws and regulations. Yield curve options are traded over-the-counter, and because they have been only recently introduced, established trading markets for these options have not yet developed.

Yield curve options are considered derivative securities. The Investment Adviser must obtain the explicit approval of the Board of Trustees prior to engaging in derivative transactions of this type.

Risks Associated with Options Transactions. There is no assurance that a liquid secondary market on an options exchange will exist for any particular exchange-traded option or at any particular time. If a fund is unable to effect a closing purchase transaction with respect to covered options it has written, the fund will not be able to sell the underlying securities or dispose of assets held in a segregated account until the options expire or are exercised. Similarly, if a fund is unable to effect a closing sale transaction with respect to options it has purchased, it will have to exercise the options in order to realize any profit and will incur transaction costs upon the purchase or sale of underlying securities.

Reasons for the absence of a liquid secondary market on an exchange include the following: (i) there may be insufficient trading interest in certain options; (ii) restrictions may be imposed by an exchange on opening transactions or closing transactions or both; (iii) trading halts, suspensions or other restrictions may be imposed with respect to particular classes or series of options; (iv) unusual or unforeseen circumstances may interrupt normal operations on an exchange; (v) the facilities of an exchange or the Options Clearing Corporation may not at all times be adequate to handle current trading volume; or (vi) one or more exchanges could, for economic or other reasons, decide or be compelled at some future date to discontinue the trading of options (or a particular class or series of options), in which event the secondary market on that exchange (or in that class or series of options) would cease to exist, although outstanding options on that exchange that had been issued by the Options Clearing Corporation as a result of trades on that exchange would continue to be exercisable in accordance with their terms.

Each fund, except the Cash Reserves Fund , may purchase and sell both options that are traded on U.S. and foreign exchanges (however, the Tax-Free Funds cannot purchase/sell options traded on foreign exchanges ) and options traded over-the-counter with broker-dealers who make markets in these options. The ability to terminate over-the-counter

options is more limited than with exchange-traded options and may involve the risk that broker-dealers participating in such transactions will not fulfill their obligations. Until such time as the staff of the SEC changes its position, the funds will treat purchased over-the counter options and all assets used to cover written over-the-counter options as illiquid securities, except that with respect to options written with primary dealers in U.S. Government securities pursuant to an agreement requiring a closing purchase transaction at a formula price, the amount of illiquid securities may be calculated with reference to the formula.

Transactions by a fund in options on securities and stock indices will be subject to limitations established by each of the exchanges, boards of trade or other trading facilities governing the maximum number of options in each class which may be written or purchased by a single investor or group of investors acting in concert. Thus, the number of options which a fund may write or purchase may be affected by options written or purchased by other investment advisory clients of the Investment Adviser. An exchange, board of trade or other trading facility may order the liquidations of positions found to be in excess of these limits, and it may impose certain other sanctions.

The writing and purchase of options is a highly specialized activity which involves investment techniques and risks different from those associated with ordinary portfolio securities transactions. The successful use of protective puts for hedging purposes depends in part on the Investment Adviser’s ability to predict future price fluctuations and the degree of correlation between the options and securities markets.

Swap Agreements

Each of the Core Bond Fund and High Income Fund may enter into interest rate, credit default, index, currency exchange rate and total return swap agreements for hedging purposes in attempts to obtain a particular desired return at a lower cost to the fund than if the fund had invested directly in an instrument that yielded the desired return, and to seek to increase the fund’s total return. The funds may also enter into special interest rate swap arrangements such as caps, floors and collars for both hedging purposes and to seek to increase total return. The funds would typically use interest rate swaps to shorten the effective duration of their portfolios.

Swap agreements are contracts entered into by institutional investors for periods ranging from a few weeks to more than one year. In a standard “swap” transaction, two parties agree to exchange the returns (or differentials in rates of return) earned or realized on particular pre-determined investments or instruments. The gross returns to be exchanged or “swapped” between the parties are calculated with respect to a “notional amount” (i.e., the return on or increase in value of a particular dollar amount invested at a particular interest rate), in a particular foreign currency, or in a “basket” of securities representing a particular index. The “notional amount” of the swap agreement is only a fictive basis on which to calculate the obligations the parties to a swap agreement have agreed to exchange. A fund’s obligations (or rights) under a swap agreement are equal only to the amount to be paid or received under the agreement based on the relative values of the positions held by each party (the “net amount”). A fund’s obligations under a swap agreement are accrued daily (offset against any amounts owing to the fund) and any accrued but unpaid net amounts owed to a swap counterparty are covered by the maintenance of a segregated assets.

Interest rate swaps involve the exchange by a fund with another party of their respective commitments to pay or receive interest, such as an exchange of fixed rate payments for floating rate payments. Credit default swaps involve a contract by a fund with another party to transfer the credit exposure of a specific commitment between the parties. Currency swaps involve the exchange by a fund with another party of their respective rights to make or receive payments in specified currencies. A total return swap involves an agreement in which one party makes payments based on a set rate, either fixed or variable, while the other party makes payments based on the return of an underlying asset, which includes both the income it generates and any capital gains. The underlying asset that is used is usually an equities index, loan or a basket of assets. The purchase of an interest rate cap entitles the purchaser to receive from the seller of the cap payments of interest on a notional amount equal to the amount by which a specified index exceeds a stated interest rate. The purchase of an interest rate floor entitles the purchaser to receive from the seller of the floor payments of interest on a notional amount equal to the amount by which a specified index falls below a stated interest rate. An interest rate collar is the combination of a cap and a floor that preserves a certain return within a stated range of interest rates. Since interest rate swaps, currency swaps and interest rate caps, floors and collars are individually negotiated, the fund expects to achieve an acceptable degree of correlation between its portfolio investments and its interest rate or currency swap positions entered into for hedging purposes.

The funds may only enter into interest rate swaps on a net basis, which means the two payment streams are netted out, with the fund receiving or paying, as the case may be, only the net amount of the two payments. Interest rate swaps do not involve the delivery of securities, or underlying assets or principal. Accordingly, the risk of loss with respect to interest rate swaps is limited to the net amount of interest payments that the fund is contractually obligated to make. If the other party to an interest rate swap defaults, a fund’s risk of loss consists of the net amount of interest payments that the fund is contractually entitled to receive. In contrast, currency swaps usually involve the delivery of the entire principal value of one designated currency in exchange for the other designated currency. Therefore, the entire principal value of a currency swap is subject to the risk that the other party to the swap will default on its contractual delivery obligations.

To the extent the funds engage in such activity, Madison Funds would maintain in a segregated account with its custodian, cash or liquid securities equal to the net amount, if any, of the excess of each fund’s obligations over its entitlements with respect to swap transactions. The funds will not enter into swap transactions unless the unsecured commercial paper, senior debt or claims paying ability of the other party is considered investment grade by the funds’ Investment Adviser. If there is a default by the other party to such a transaction, the funds will have contractual remedies pursuant to the agreement related to the transaction.

The use of interest rate, credit default and currency swaps (including caps, floors and collars) is a highly specialized activity which involves investment techniques and risks different from those associated with traditional portfolio securities activities. If the funds’ Investment Adviser is incorrect in its forecasts of market values, interest rates and currency exchange rates, the investment performance of the funds would be less favorable than it would have been if this investment technique were not used.

In as much as swaps are entered into for good faith hedging purposes or are offset by segregated assets, the funds’ Investment Adviser does not believe that swaps constitute senior securities as defined in the 1933 Act, and, accordingly, will not treat swaps as being subject to the funds’ borrowing restrictions. The swap market has grown substantially in recent years with a large number of banks and investment banking firms acting both as principals and as agents utilizing standardized swap documentation. As a result, the swap market has become relatively liquid compared with the markets for other similar instruments which are traded in the interbank market. Nevertheless, the staff of the SEC takes the position that currency swaps are illiquid investments subject to a fund’s 15% limitation on such investments.

The SEC and the Commodity Futures Trading Commission (“CFTC”) recently have adopted rules creating a new, comprehensive regulatory framework for swaps transactions. Under the new rules, certain swaps transactions are required to be executed on a regulated trading platform and cleared through a derivatives clearing organization. Additionally, the new rules impose other requirements on the parties entering into swaps transactions, including requirements relating to posting margin, and reporting and documenting swaps transactions. Funds engaging in swaps transactions may incur additional expense as a result of these new regulatory requirements. For these reasons, the Investment Adviser must obtain the explicit approval of the Board of Trustees prior to engaging in swap transactions for the Core Bond Fund and High Income Fund .

Bank Loans

The High Income Fund may invest in bank loans to below-investment grade rated corporate issuers via loan participations and assignments. These bank loans may be secured or unsecured. The bank loans in which the fund intends to invest are generally rated below investment grade by a nationally recognized rating service or not rated by any nationally recognized rating service. Participations and assignments involve special types of risk, including credit risk, interest rate risk, liquidity risk, and the risks of being a lender.

If the fund purchases a participation, it may only be able to enforce its rights through the lender, and may assume the credit risk of the lender in addition to the borrower. Loan participations typically represent direct participation in a loan to a corporate borrower, and generally are offered by banks or other financial institutions or lending syndicates. The fund may participate in such syndications, or can buy part of a loan via an assignment, becoming a part lender. When purchasing loan participations, the fund assumes the credit risk associated with the corporate borrower and may assume the credit risk associated with an interposed bank or other financial intermediary.

A loan is often administered by an agent bank acting as agent for all holders. The agent bank administers the terms of the loan, as specified in the loan agreement. In addition, the agent bank is normally responsible for the collection of principal and interest payments from the corporate borrower and the apportionment of these payments to the credit of all

institutions that are parties to the loan agreement. Unless, under the terms of the loan or other indebtedness, the fund has direct recourse against the corporate borrower, the fund may have to rely on the agent bank or other financial intermediary to apply appropriate credit remedies against a corporate borrower.

A financial institution’s employment as agent bank might be terminated in the event that it fails to observe a requisite standard of care or becomes insolvent. A successor agent bank would generally be appointed to replace the terminated agent bank, and assets held by the agent bank under the loan agreement should remain available to holders of such indebtedness. However, if assets held by the agent bank for the benefit of the fund were determined to be subject to the claims of the agent bank’s general creditors, the fund might incur certain costs and delays in realizing payment on a loan or loan participation and could suffer a loss of principal and/or interest. In situations involving other interposed financial institutions (e.g., an insurance company or governmental agency) similar risks may arise.

Purchasers of loans and other forms of direct indebtedness depend primarily upon the creditworthiness of the corporate borrower for payment of principal and interest. If the fund does not receive scheduled interest or principal payments on such indebtedness, the fund’s share price and yield could be adversely affected. Loans that are fully secured offer the fund more protection than an unsecured loan in the event of non-payment of scheduled interest or principal. However, there is no assurance that the liquidation of collateral from a secured loan would satisfy the corporate borrower’s obligation, or that the collateral can be liquidated.

The fund may invest in loan participations with credit quality comparable to that of issuers of its securities investments ( i.e., below investment grade). Indebtedness of companies whose creditworthiness is poor involves substantially greater risks, and may be highly speculative. Some companies may never pay off their indebtedness, or may pay only a small fraction of the amount owed. Consequently, when investing in indebtedness of companies with poor credit, the fund bears a substantial risk of losing the entire amount invested.

Loans and other types of direct indebtedness may not be readily marketable and may be subject to restrictions on resale. In some cases, negotiations involved in disposing of indebtedness may require weeks to complete. Consequently, some indebtedness may be difficult or impossible to dispose of readily at what the fund’s Investment Adviser believes to be a fair price. In addition, valuation of illiquid indebtedness involves a greater degree of judgment in determining the fund’s net asset value than if that value were based on available market quotations, and could result in significant variations in the fund’s daily share price. At the same time, some loan interests are traded among certain financial institutions and, accordingly, may be deemed liquid. As the market for different types of indebtedness develops, the liquidity of these instruments is expected to improve. In addition, the fund currently intends to treat indebtedness for which there is no readily available market as illiquid for purposes of the fund’s limitation on illiquid investments.

Investments in loans through a direct assignment of the financial institution’s interests with respect to the loan may involve additional risks to the fund. For example, if a loan is foreclosed, the fund could become part owner of any collateral, and would bear the costs and liabilities associated with owning and disposing of the collateral. In addition, it is conceivable that under emerging legal theories of lender liability, the fund could be held liable as co-lender. It is unclear whether loans and other forms of direct indebtedness offer securities law protections against fraud and misrepresentation.

Loan participations are considered derivative securities. The Investment Adviser must obtain the explicit approval of the Board of Trustees prior to engaging in derivative transactions of this type for the High Income Fund .

Certain Bond Fund Practices

The Income Funds and Diversified Income Fund may invest all or a portion of their assets in debt securities. As stated in the prospectuses, all but the High Income Fund will emphasize investment grade securities. The High Income Fund may invest all of its assets in non-investment grade securities. See the “Lower-Rated Corporate Debt Securities” section, below, for a description of these securities and their attendant risks, as well as Appendix B .

These funds may also make use of certain derivatives, such as options, to manage risks and returns, including the risk of fluctuating interest rates. These instruments will be used to control risk and obtain additional income and not with a view toward speculation. Except for the High Income Fund , the funds will invest only in options which are exchange-traded or sold over-the-counter; the High Income Fund may invest in any non-U.S. options.

In the debt securities market, purchases of some issues are occasionally made under firm (forward) commitment agreements. The purchase of securities under such agreements can involve risk of loss due to changes in the market rate of interest between the commitment date and the settlement date. As a matter of operating policy, no fund will commit itself to forward commitment agreements in an amount in excess of 25% of total assets and will not engage in such agreements for leveraging purposes.

Lower-Rated Corporate Debt Securities

Each fund, except the Cash Reserves Fund, Tax-Free Funds , Government Bond Fund and High Quality Bond Fund , may make certain investments in corporate debt obligations that are unrated or rated below investment grade (i.e., ratings of BB or lower by Standard & Poor’s or Ba or lower by Moody’s). Bonds rated BB or Ba or below by Standard & Poor’s or Moody’s (or comparable unrated securities) are commonly referred to as “lower-rated” or “high yield” securities, or as “junk bonds,” and are considered speculative with regard to principal and interest payments. In some cases, such bonds may be highly speculative with a high probability of default. As a result, investment in such bonds will entail greater speculative risks than those associated with investment in investment-grade bonds (i.e., bonds rated AAA, AA, A or BBB by Standard & Poor’s or Aaa, Aa, A or Baa by Moody’s).

Factors having an adverse impact on the market value of lower rated securities will have an adverse effect on a fund’s NAV to the extent it invests in such securities. In addition, a fund may incur additional expenses to the extent it is required to seek recovery upon a default in payment of principal or interest on its portfolio holdings.

The secondary market for junk bond securities may not be as liquid as the secondary market for more highly rated securities, a factor which may have an adverse effect on a fund’s ability to dispose of a particular security when necessary to meet its liquidity needs. Under adverse market or economic conditions, the secondary market for junk bond securities could contract further, independent of any specific adverse changes in the condition of a particular issuer. As a result, a fund’s Investment Adviser could find it more difficult to sell these securities or may be able to sell the securities only at prices lower than if such securities were widely traded. Prices realized upon the sale of such lower rated or unrated securities, under these circumstances, may be less than the prices used in calculating a fund’s NAV.

Since investors generally perceive that there are greater risks associated with lower-rated debt securities, the yields and prices of such securities may tend to fluctuate more than those of higher rated securities. In the lower quality segments of the fixed-income securities market, changes in perceptions of issuers’ creditworthiness tend to occur more frequently and in a more pronounced manner than do changes in higher quality segments of the fixed-income securities market resulting in greater yield and price volatility.

Another factor which causes fluctuations in the prices of fixed-income securities is the supply and demand for similarly rated securities. In addition, the prices of fixed-income securities fluctuate in response to the general level of interest rates. Fluctuations in the prices of portfolio securities subsequent to their acquisition will not affect cash income from such securities but will be reflected in a fund’s NAV.

Lower-rated (and comparable non-rated) securities tend to offer higher yields than higher-rated securities with the same maturities because the historical financial condition of the issuers of such securities may not have been as strong as that of other issuers. Since lower rated securities generally involve greater risks of loss of income and principal than higher-rated securities, investors should consider carefully the relative risks associated with investment in securities which carry lower ratings and in comparable non-rated securities. In addition to the risk of default, there are the related costs of recovery on defaulted issues. A fund’s Investment Adviser will attempt to reduce these risks through diversification of these funds’ portfolios and by analysis of each issuer and its ability to make timely payments of income and principal, as well as broad economic trends in corporate developments.

Foreign Government Debt Securities

All of the funds, except the Cash Reserves Fund and Tax-Free Funds , may invest in debt obligations of foreign governments and governmental agencies, including those of countries with emerging economies and/or securities markets. Investment in sovereign debt obligations involves special risks not present in debt obligations of corporate issuers. The issuer of the debt or the governmental authorities that control the repayment of the debt may be unable or unwilling to repay principal or interest when due in accordance with the terms of such debt, and the funds may have limited recourse in the event of a default. Periods of economic uncertainty or market stress may result in the volatility of market prices of

sovereign debt, and in turn the fund’s NAV, to a greater extent than the volatility inherent in debt obligations of U.S. issuers. A sovereign debtor’s willingness or ability to repay principal and pay interest in a timely manner may be affected by, among other factors, its cash flow situation, the extent of its foreign currency reserves, the availability of sufficient foreign exchange on the date a payment is due, the relative size of the debt service burden to the economy as a whole, the sovereign debtor’s policy toward principal international lenders and the political constraints to which a sovereign debtor may be subject.

Convertible Securities

Each fund, except the Cash Reserves Fund , may each invest in convertible securities. Convertible securities may include corporate notes or preferred stock but are ordinarily a long-term debt obligation of the issuer convertible at a stated conversion rate into common stock of the issuer. As with all debt and income-bearing securities, the market value of convertible securities tends to decline as interest rates increase and, conversely, to increase as interest rates decline. Convertible securities generally offer lower interest or dividend yields than non-convertible securities of similar quality. However, when the market price of the common stock underlying a convertible security exceeds the conversion price, the price of the convertible security tends to reflect the value of the underlying common stock. As the market price of the underlying common stock declines, the convertible security tends to trade increasingly on a yield basis, and thus may not decline in price to the same extent as the underlying common stock. Convertible securities rank senior to common stocks in an issuer’s capital structure and are consequently of higher quality and entail less risk than the issuer’s common stock. In evaluating a convertible security, a fund’s Investment Adviser gives primary emphasis to the attractiveness of the underlying common stock. The convertible debt securities in which the High Income Fund invests are not subject to any minimum rating criteria. The convertible debt securities in which any other fund may invest are subject to the same rating criteria as that fund’s investments in non-convertible debt securities. Convertible debt securities, the market yields of which are substantially below prevailing yields on non-convertible debt securities of comparable quality and maturity, are treated as equity securities for the purposes of a fund’s investment policies or restrictions.

U.S. Government Securities

Each fund may purchase U.S. Government securities (subject to certain restrictions regarding mortgage-backed securities described in the “Mortgage-Backed (Mortgage Pass-Through) Securities” section, below). U.S. Government securities are obligations issued or guaranteed by the U.S. Government, its agencies, authorities or instrumentalities.

Certain U.S. Government securities, including U.S. Treasury bills, notes and bonds, and Government National Mortgage Association (“Ginnie Mae”) certificates, are backed by the full faith and credit guarantee of the U.S. Government. Certain other U.S. Government securities, issued or guaranteed by federal agencies or government sponsored enterprises, do not have the full faith and credit guarantee of the U.S. Government, but may be supported by the right of the issuer to borrow from the U.S. Treasury.

Pass-through securities that are issued by Ginnie Mae, the Federal Home Loan Mortgage Corporation (“Freddie Mac”), and the Federal National Mortgage Association (“Fannie Mae”) are mortgage-backed securities which provide monthly payments which are, in effect, a “pass-through” of the monthly interest and principal payments (including any prepayments) made by individual borrowers on the pooled mortgage loans.

Collateralized mortgage obligations (“CMOs”) in which a fund may invest are securities that are collateralized by a portfolio of mortgages or mortgage-backed securities. Each fund may invest in separately traded principal and interest components of securities guaranteed or issued by the U.S. Treasury if such components are traded independently under the Separate Trading of Registered Interest and Principal of Securities program (“STRIPS”).

Each fund may acquire securities issued or guaranteed as to principal and interest by the U.S. Government, its agencies, authorities or instrumentalities in the form of custody receipts. Such receipts evidence ownership of future interest payments, principal payments or both on certain notes or bonds issued by the U.S. Government, its agencies, authorities or instrumentalities. For certain securities law purposes, custody receipts are not considered obligations of the U.S. Government.

Other Debt Securities

Zero Coupon, Deferred Interest, Pay-in-Kind and Capital Appreciation Bonds . The Income Funds and Diversified Income Fund may invest in zero coupon bonds as well as in capital appreciation bonds (“CABs”), deferred interest and

pay-in-kind bonds. Zero coupon, deferred interest, pay-in-kind and CABs are debt obligations which are issued at a significant discount from face value. The original discount approximates the total amount of interest the bonds will accrue and compound over the period until maturity or the first interest accrual date at a rate of interest reflecting the market rate of the security at the time of issuance.

Zero coupon bonds are debt obligations that do not entitle the holder to any periodic payments of interest prior to maturity or provide for a specified cash payment date when the bonds begin paying current interest. As a result, zero coupon bonds are generally issued and traded at a significant discount from their face value. The discount approximates the present value amount of interest the bonds would have accrued and compounded over the period until maturity. CABs are distinct from traditional zero coupon bonds because the investment return is considered to be in the form of compounded interest rather than accreted original issue discount. For this reason, the initial principal amount of a CAB would be counted against a municipal issuer’s statutory debt limit, rather than the total par value, as is the case for a traditional zero coupon bond.

Zero coupon bonds benefit the issuer by mitigating its initial need for cash to meet debt service, but generally provide a higher rate of return to compensate investors for the deferment of cash interest or principal payments. Such securities are often issued by companies that may not have the capacity to pay current interest and so may be considered to have more risk than current interest-bearing securities. In addition, the market price of zero coupon bonds generally is more volatile than the market prices of securities that provide for the periodic payment of interest. The market prices of zero coupon bonds are likely to fluctuate more in response to changes in interest rates than those of interest-bearing securities having similar maturities and credit quality.

Zero coupon bonds carry the additional risk that, unlike securities that provide for the periodic payment of interest to maturity, the fund will realize no cash until a specified future payment date unless a portion of such securities is sold. If the issuer of such securities defaults, the fund may obtain no return at all on its investment. In addition, the fund’s investment in zero coupon bonds may require it to sell certain of its portfolio securities to generate sufficient cash to satisfy certain income distribution requirements.

While zero coupon bonds do not require the periodic payment of interest, deferred interest bonds generally provide for a period of delay before the regular payment of interest begins. Although this period of delay is different for each deferred interest bond, a typical period is approximately one-third of the bond’s term to maturity. Pay-in-kind securities are securities that have interest payable by the delivery of additional securities. Such investments benefit the issuer by mitigating its initial need for cash to meet debt service, but some also provide a higher rate of return to attract investors who are willing to defer receipt of such cash. Such investments experience greater volatility in market value due to changes in interest rates than debt obligations which provide for regular payments of interest. A fund will accrue income on such investments for tax and accounting purposes, as required, which is distributable to shareholders and which, because no cash is received at the time of accrual, may require the liquidation of other portfolio securities to satisfy the fund’s distribution obligations.

Structured Securities . The Income Funds and Diversified Income Fund may invest in structured securities. The value of the principal of and/or interest on such securities is determined by reference to changes in the value of specific currencies, interest rates, commodities, indices or other financial indicators (the “Reference”) or the relative change in two or more References. The interest rate or the principal amount payable upon maturity or redemption may be increased or decreased depending upon changes in the applicable Reference. The terms of the structured securities may provide that in certain circumstances no principal is due at maturity and, therefore, may result in the loss of the fund’s investment. Structured securities may be positively or negatively indexed, so that appreciation of the Reference may produce an increase or decrease in the interest rate or value of the security at maturity. In addition, changes in interest rates or the value of the security at maturity may be a multiple of changes in the value of the Reference. Consequently, structured securities may entail a greater degree of market risk than other types of fixed-income securities. Structured securities may also be more volatile, less liquid and more difficult to accurately price than less complex fixed-income investments.

Structured securities are considered transactions in derivative securities. The Investment Adviser must obtain the explicit approval of the Board of Trustees prior to engaging in derivative transactions of this type.

Mortgage-Backed (Mortgage Pass-Through) Securities

The Income Funds and Diversified Income Fund may invest in mortgage-backed, or mortgage pass-through, securities, which are securities representing interests in “pools” of mortgage loans. Monthly payments of interest and principal by the individual borrowers on mortgages are passed through to the holders of the securities (net of fees paid to the issuer or guarantor of the securities) as the mortgages in the underlying mortgage pools are paid off. The average lives of these securities are variable when issued because their average lives depend on interest rates. The average life of these securities is likely to be substantially shorter than their stated final maturity as a result of unscheduled principal prepayments. Prepayments on underlying mortgages result in a loss of anticipated interest, and all or part of a premium if any has been paid, and the actual yield (or total return) to the holder of a pass-through security may be different than the quoted yield on such security. Mortgage prepayments generally increase with falling interest rates and decrease with rising interest rates. Like other fixed income securities, when interest rates rise, the value of a mortgage pass-though security generally will decline; however, when interest rates are declining, the value of mortgage pass-through securities with prepayment features may not increase as much as that of other fixed income securities due to increased principal prepayments.

Interests in pools of mortgage-related securities differ from other forms of debt securities, which normally provide for periodic payment of interest in fixed amounts with principal payments at maturity or specified call dates. Instead, these securities provide a monthly payment which consists of both interest and principal payments. In effect, these payments are a “pass-through” of the monthly payments made by the individual borrowers on their mortgage loans, net of any fees paid to the issuer or guarantor of such securities. Additional payments are caused by prepayments of principal resulting from the sale, refinancing or foreclosure of the underlying property, net of fees or costs which may be incurred. Some mortgage pass-through securities (such as securities issued by the Ginnie Mae), are described as “modified pass-through.” These securities entitle the holder to receive all interest and principal payments owned on the mortgages in the mortgage pool, net of certain fees, at the scheduled payment dates regardless of whether the mortgagor actually makes the payment.

The principal governmental guarantor of mortgage pass-through securities is Ginnie Mae, which is a wholly owned U.S. Government corporation within the Department of Housing and Urban Development. Ginnie Mae is authorized to guarantee, with the full faith and credit of the U.S. Government, the timely payment of principal and interest on securities issued by institutions approved by Ginnie Mae (such as savings and loan institutions, commercial banks and mortgage bankers) and backed by pools of Federal Housing Administration-insured or Veteran’s Administration (VA)-guaranteed mortgages. These guarantees, however, do not apply to the market value or yield of mortgage pass-through securities. Ginnie Mae securities are often purchased at a premium over the maturity value of the underlying mortgages. This premium is not guaranteed and will be lost if prepayment occurs.

Government-related guarantors (i.e., whose guarantees are not backed by the full faith and credit of the U.S. Government) include Fannie Mae and the Freddie Mac. Fannie Mae is a government-sponsored corporation owned entirely by private stockholders. It is subject to general regulation by the Secretary of Housing and Urban Development. Fannie Mae purchases conventional residential mortgages (i.e., mortgages not insured or guaranteed by any governmental agency) from a list of approved seller/servicers which include state and federally-chartered savings and loan associations, mutual savings banks, commercial banks, credit unions and mortgage bankers. Pass-through securities issued by Fannie Mae are guaranteed as to timely payment by Fannie Mae of principal and interest.

Freddie Mac was created by Congress in 1970 as a corporate instrumentality of the U.S. Government for the purpose of increasing the availability of mortgage credit for residential housing. Freddie Mac issues Participation Certificates (“PCs”) which represent interest in conventional mortgages (i.e., not federally insured or guaranteed) from Freddie Mac’s national portfolio. Freddie Mac guarantees timely payment of interest and ultimate collection of principal regardless of the status of the underlying mortgage loans.

The obligations of Fannie Mae and Freddie Mac are not guaranteed by the U.S. Government.

Credit unions, commercial banks, savings and loan institutions, private mortgage insurance companies, mortgage bankers and other secondary market issuers also create pass-through pools of mortgage loans. Such issuers may also be the originators and/or servicers of the underlying mortgage-related securities. Pools created by such non-governmental issuers generally offer a higher rate of interest than government and government-related pools because there are no direct or indirect government or agency guarantees of payments in the former pools. However, timely payment of interest and principal of mortgage loans in these pools may be supported by various forms of insurance or guarantees, including

individual loan, title, pool and hazard insurance and letters of credit. The insurance and guarantees are issued by governmental entities, private insurers and the mortgage poolers. There can be no assurance that the private insurers or guarantors can meet their obligations under the insurance policies or guarantee arrangements. The High Income Fund may also buy mortgage-related securities without insurance or guarantees.

Other Securities Related to Mortgages

CMOs and Multiclass Pass-Through Securities. The Income Funds and Diversified Income Fund may invest a portion of their assets in CMOs, which are debt obligations collateralized by mortgage loans or mortgage pass-through securities. The following is a description of CMOs and types of CMOs but is not intended to be an exhaustive or exclusive list of each type of CMO a fund may invest in. Typically, CMOs are collateralized by certificates issued by Ginnie Mae, Fannie Mae or Freddie Mac, but also may be collateralized by whole loans or private mortgage pass-through securities (such collateral collectively hereinafter referred to as “Mortgage Assets”). The funds listed above may also invest a portion of their assets in multiclass pass-through securities which are equity interests in a trust composed of Mortgage Assets. Unless the context indicates otherwise, all references herein to CMOs include multiclass pass-through securities. Payments of principal of and interest on the Mortgage Assets, and any reinvestment income thereon, provide the funds to pay debt service on the CMOs or make scheduled distributions on the multiclass pass-through securities. CMOs may be issued by agencies or instrumentalities of the United States government or by private originators of, or investors in, mortgage loans, including credit unions, savings and loan associations, mortgage banks, commercial banks, investment banks and special purpose subsidiaries of the foregoing. The issuer of a series of CMOs may elect to be treated as a Real Estate Mortgage Investment Conduit (“REMIC”).

In a CMO, a series of bonds or certificates are usually issued in multiple classes with different maturities. Each class of CMOs, often referred to as a “tranche,” is issued at a specific fixed or floating coupon rate and has a stated maturity or final distribution date. Principal prepayments on the Mortgage Assets may cause the CMOs to be retired substantially earlier than their stated maturities or final distribution dates, resulting in a loss of all or a part of the premium if any has been paid. Interest is paid or accrues on all classes of the CMOs on a monthly, quarterly or semiannual basis. The principal of and interest on the Mortgage Assets may be allocated among the several classes of a series of a CMO in innumerable ways. In a common structure, payments of principal, including any principal pre-payments, on the Mortgage Assets are applied to the classes of the series of a CMO in the order of their respective stated maturities or final distribution dates, so that no payment of principal will be made on any class of CMOs until all other classes having an earlier stated maturity or final distribution date have been paid in full. Certain CMOs may be stripped (securities which provide only the principal or interest factor of the underlying security). See the “– Stripped Mortgage-Backed Securities ” subsection, below, for a discussion of the risks of investing in these stripped securities and of investing in classes consisting primarily of interest payments or principal payments.

The funds listed above may also invest in parallel pay CMOs and Planned Amortization Class CMOs (“PAC Bonds”). Parallel pay CMOs are structured to provide payments of principal on each payment date to more than one class. These simultaneous payments are taken into account in calculating the stated maturity date or final distribution date of each class, which, as with other CMO structures, must be retired by its stated maturity date or final distribution date, but may be retired earlier. PAC Bonds generally require payments of a specified amount of principal on each payment date. PAC Bonds are always parallel pay CMOs with the required principal payment on such securities having the highest priority after interest has been paid to all classes.

CMOs and multiclass pass-through securities are considered derivative securities. The Investment Adviser must obtain the explicit approval of the Board of Trustees prior to engaging in derivative transactions of this type.

Stripped Mortgage-Backed Securities. The Income Funds and Diversified Income Fund may invest a portion of their assets in stripped mortgage-backed securities (“SMBS”) which are derivative multiclass mortgage securities issued by agencies or instrumentalities of the U.S. Government or by private originators of, or investors in, mortgage loans, including savings and loan associations, mortgage banks, commercial banks and investment banks.

SMBS are usually structured with two classes that receive different proportions of the interest and principal distributions from a pool of Mortgage Assets. A common type of SMBS will have one class receiving some of the interest and most of the principal from the Mortgage Assets, while another class receives most of the interest and the remainder of the principal. In the most extreme case, one class will receive an “IO” (the right to receive all of the interest) while the other class will receive a “PO” (the right to receive all of the principal). The yield to maturity on an IO is extremely sensitive to the rate of principal payments (including prepayments) on the related underlying Mortgage Assets, and a rapid rate of

principal payments may have a material adverse effect on such security’s yield to maturity. If the underlying Mortgage Assets experience greater than anticipated prepayments of principal, a fund may fail to fully recoup its initial investment in these securities. The market value of the class consisting primarily or entirely of principal payments generally is unusually volatile in response to changes in interest rates.

Stripped mortgage-backed securities are considered transactions in derivative securities. The Investment Adviser must obtain the explicit approval of the Board of Trustees prior to engaging in derivative transactions of this type.

Mortgage Dollar Rolls. The Income Funds and Diversified Income Fund may enter into mortgage “dollar rolls” in which the fund sells securities for delivery in the current month and simultaneously contracts with the same counterparty to repurchase substantially similar (same type, coupon and maturity) but not identical securities on a specified future date. During the roll period, a fund loses the right to receive principal and interest paid on the securities sold. However, a fund would benefit to the extent of any difference between the price received for the securities sold and the lower forward price for the future purchase as well as from the receipt of any associated fee income plus interest earned on cash proceeds of the securities sold until the settlement date for the forward purchase. Unless such benefits exceed the income, capital appreciation and gain or loss due to mortgage prepayments that would have been realized on the securities sold as part of the mortgage dollar roll, the use of this technique will diminish the investment performance of a fund. Successful use of mortgage dollar rolls depends upon the Investment Adviser’s ability to predict correctly interest rates and mortgage prepayments. There is no assurance that mortgage dollar rolls can be successfully employed. A fund will hold and maintain until the settlement date segregated cash or liquid assets in an amount equal to the forward purchase price. For financial reporting and tax purposes, each fund treats mortgage dollar rolls as two separate transactions; one involving the purchase of a security and a separate transaction involving a sale. These funds do not currently intend to enter into mortgage dollar rolls that are accounted for as a financing.

Mortgage dollar rolls are considered transactions in derivative securities. The Investment Adviser must obtain the explicit approval of the Board of Trustees prior to engaging in derivative transactions of this type.

Municipal Securities

With regard to the Tax-Free Funds , Madison’s principal investment strategy is to invest in municipal securities. However, there are many different kinds of municipal securities and Madison must make various decisions in its efforts to follow this principal investment strategy. The market for municipal securities is diverse and constantly changing. The following is therefore not necessarily a complete description of all types of municipal securities Madison may purchase for these funds.

Who Issues Municipal Securities in General? The term “municipal securities” includes a variety of debt obligations that are issued for public purposes by or on behalf of states, territories and possessions of the United States, their political subdivisions, the District of Columbia, Guam, Puerto Rico and other territories. They are also issued by the duly constituted authorities, agencies, public corporations and other instrumentalities of these jurisdictions.

What are Municipal Securities Used For? Municipal securities may be used for many public purposes, including constructing public facilities such as airports, bridges, highways, housing, hospitals, mass transportation, schools, streets, water and sewer works and gas and electric utilities. Municipal securities may also be used to refund outstanding obligations, to obtain funds to lend to other public institutions and certain private borrowers or for general operating expenses.

·	How are Municipal Securities Classified by Purpose? Municipal securities are usually classified as either “general obligation,” “revenue” or “industrial development.”

General Obligation . General obligation securities are the obligations of an issuer with taxing power and are payable from the issuer’s general unrestricted revenues. These securities are backed by the full faith, credit and taxing power of the issuer for the payment of principal and interest. They are not limited to repayment from any particular fund or revenue source. For example, a bond issued directly by the State of Missouri is a general obligation bond.

Revenue . Revenue securities are repayable only from revenues derived from a particular facility, local agency, special tax, facility user or other specific revenue source. Certain revenue issues may also be backed by a reserve fund or specific collateral. Ordinary revenue bonds are used to finance income producing projects such as public housing, toll roads and bridges. The investor bears the risk that the project will produce insufficient revenue and have insufficient reserves to cover debt service on the bonds.

Industrial Development. Industrial development securities are revenue obligations backed only by the agreement of a specific private sector entity to make regular payments to the public authority in whose name they were issued. Collateral may or may not be pledged. States or local authorities generally issue industrial development securities on behalf of private organizations for the purpose of attracting or assisting local industry. These securities usually have no credit backing from any public body. Industrial development securities include pollution and environmental control revenue bonds. Industrial revenue bonds are used to finance privately-operated facilities for business, manufacturing, housing, sports and other purposes and are limited to $10 million per issuer, except when used for certain exempted purposes. Pollution and environmental control revenue bonds are used to finance air and water pollution control facilities required by private users. Repayment of revenue bonds issued to finance privately used or operated facilities is usually dependent entirely on the ability of the private beneficiary to meet its obligations and on the value of any collateral pledged.

·	How are Municipal Securities Further Classified? Municipal securities may be classified according to maturity as “notes” if up to about two years in term, or as “bonds” if longer in term.

Callable Bonds . Callable municipal bonds are municipal bonds that contain a provision in the bond indenture permitting the issuer to redeem bonds prior to maturity. A bond indenture is the legal document that contains the important terms of the security. Callable bonds are generally subject to call during periods of declining interest rates. If the proceeds of a called bond under such circumstances are reinvested, the result may be a lower overall yield due to lower interest rates. If, when purchased, Madison paid a premium for the bond, some or all of that premium may not be recovered, depending on the call price.

b.	Notes . Notes are generally used to meet short-term financing needs and include the following specific types:

• Tax Anticipation Notes . Normally, these are general obligation issues that are issued to meet cash needs prior to collecting taxes and generally are payable from specific future tax revenues.

• Bond Anticipation Notes . Like tax anticipation notes, these also are normally general obligation issues. They are issued to provide interim financing in anticipation of sales of long-term bonds and generally are payable from the proceeds of a specific proposed bond issue.

• Revenue Anticipation Notes . These may be general obligation issues and are issued to provide cash prior to receipt of expected non-tax revenues from a specific source, such as scheduled payments due from the federal government.

• Project Notes . Local authorities issue these notes to finance various local redevelopment and housing projects conducted under sponsorship of the federal government. Project notes are guaranteed and backed by the full faith and credit of the United States.

• Construction Loan Notes . These notes provide interim financing for construction projects. They are frequently issued in connection with federally insured or guaranteed mortgage financing and may also be insured or guaranteed by the federal government.

• Tax-Exempt Commercial Paper . These notes (sometimes called “municipal paper”) are similar to conventional commercial paper, but are tax-free. Municipal paper may be either a general obligation

or a revenue issue, although the latter is more common. These issues may provide greater flexibility in scheduling maturities than other municipal notes.

Municipal Lease Obligations . Municipalities issue municipal lease obligations to finance their obligation to pay rent on buildings or equipment they use. Madison intends to limit its investments in such obligations to those that represent liquid securities for purposes of each fund’s limitation on investments in illiquid securities. Madison will make daily determinations of the liquidity and appropriate valuation of each such obligation, basing its decision on all relevant facts including: (1) the frequency of trades and quotes for the obligation; (2) the number of dealers willing to purchase or sell the security; (3) the number of other potential buyers; (4) the willingness of dealers to make a market in the security; and (5) the nature of the marketplace. With regard to the nature of the marketplace, Madison will consider the time needed to dispose of the security, the method of soliciting offers and the mechanics of the transfer.

A municipal lease obligation will not be considered liquid unless there is reasonable assurance that its marketability will be maintained throughout the time Madison holds the instrument for the funds. Madison must conclude that the obligation is liquid considering: (1) whether the lease can be cancelled; (2) what assurance there is that the assets represented by the lease can be sold; (3) the strength of the lessee’s general credit; (4) the likelihood that the municipality will discontinue appropriating funding for the leased property because the property is no longer deemed essential to the operations of the municipality; and (5) Madison’s legal recourse in the event of failure to appropriate.

How Can You Tell the Identity of the Issuer? From time to time, Madison must make determinations as to the identity of the issuer of a particular municipal security. Madison will make this determination considering its understanding of the assets and revenue principally backing the issue and the most significant source of repayment of principal and interest for the issue. If the specific securities are backed by assets and revenues that are independent or separate from the assets and revenues of the jurisdiction or agency in whose name they were issued, then Madison will normally consider those securities to have a separate issuer.

What are the Risks of Geographic Concentration of Investments? If the credit standing of a particular state or type of issuer generally declined, then a fund could be more adversely affected than if its investments were more diversified. This risk is greatest in the Tax-Free Virginia Fund since it is expected to invest principally in the securities of one state.

What are the Risks of Investing in Various Municipal Securities? Municipal securities generally are subject to possible default, bankruptcy or insolvency of the issuer. Principal and interest repayment may be affected by federal, state and local legislation, referendums, judicial decisions and executive acts. The tax-exempt status of municipal securities may be affected by future changes in the tax laws, litigation involving the tax status of the securities and errors and omissions by issuers and their counsel. Madison will not attempt to make an independent determination of the present or future tax-exempt status of municipal securities acquired for the funds.

While most municipal securities have a readily available market, a variety of factors, including the scarcity of issues and the fact that tax-free investments are inappropriate for significant numbers of investors, limit the depth of the market for these securities. Accordingly, it may be more difficult for the funds to sell large blocks of municipal securities advantageously than would be the case with comparable taxable securities.

Summary of the Economy of Virginia (applicable to the Tax-Free Virginia Fund only) . The Virginia economy is based primarily on manufacturing, government, agriculture, transportation, mining and tourism. Because of its proximity to Washington, DC, Virginia’s economy has been more sensitive than other states to federal spending reductions. Furthermore, given the heavy concentration of military installations and its proximity to the nation’s capital, the federal/military sector plays an important role in Virginia’s economy.

Virginia’s overall economic performance continues on its slow path to recovery. While the recession has affected Virginia, the Commonwealth’s economic performance has held up better than many other states. Factors contributing to this strength are its diverse economy and sizable military presence as a job provider and stabilizing

factor. However, these are also areas that present potential challenges in light of the Budget Control Act of 2011 and the implementation, unless changed by Congress, of sequestration starting in January 2013.

Since December 2010, Virginia’s payrolls have been running 1% higher year-over-year. All sectors of the economy, except information, construction and manufacturing, are experiencing year-over-year growth. The Bureau of Labor Statistics reports that unemployment peaked at 7.2% in February 2010 before gradually declining to 6.0% in June 2011. Currently at 6.2% as of December 2011, unemployment levels have fluctuated, but remain well below the national level (8.5% for December 2011). Historically, Virginia’s annual unemployment rate has ranged from 1.5-2.5% below the national average.

Virginia has a manageable debt burden with low debt service carrying charges. As of June 30, 2011, the Commonwealth had approximately $12.2 billion in tax-supported debt and an additional $684 million in moral obligation debt outstanding. Payout of general obligation debt is rapid, with approximately 62% of tax-supported debt retired in 10 years. Debt ratios are moderate, with overall general obligation net debt per capita at $1,524 for all tax-supported debt. Total tax-supported debt to personal income was also moderate at about 3.41% and 3.01% as a percentage of state GDP. The Virginia constitution mandates a balanced budget and contains certain restrictions on the creation of debt. Virginia’s pension systems are 72% funded as of June 30, 2011, the date of the latest valuation. The funding level has declined from 80% funded at fiscal year-end 2009. Virginia’s postemployment benefits total unfunded actuarial liability is estimated at $5 billion.

As of the date of this SAI, bonds representing general obligations of the Commonwealth of Virginia carry ratings of AAA with a stable outlook by Standard & Poor’s (“S&P”) and Aaa with a negative outlook by Moody’s.

S&P’s stable outlook reflects its opinion that Virginia will likely continue to demonstrate conservative fiscal management as it navigates through the early stages of economic recovery. Although the Commonwealth’s recovery has been robust compared with that of other states, the pace of this recovery could be significantly affected by federal budget reductions. Virginia has historically demonstrated active budget management to alleviate projected deficits, which will be especially important in light of the potential for additional economic and budgetary pressures that might result from the implementation of the Budget Control Act of 2011. Should the federal reductions be so large or have a disproportionate effect on Virginia’s economy as to undermine its revenue performance, and if Virginia is unable to make sufficient adjustments to its budget, the rating given by S&P could be adjusted downward.

Moody’s negative outlook reflects its assessment of Virginia’s exposure to “indirect linkages” to the federal government. Moody’s has determined that issuers with indirect linkages, such as Virginia, have some combination of economies that are highly dependent on federal employment and spending. Given the federal government's weakened credit profile, Moody’s feels that a negative outlook is appropriate.

Privately Arranged Loans and Participations

Madison may make or acquire participations in privately negotiated loans to municipal borrowers on behalf of the Tax-Free Funds . Frequently, such loans have variable interest rates and may be backed by a bank letter of credit. In other cases, they may be unsecured. If Madison engages in this type of investment strategy, Madison will rely on the opinion of tax or bond counsel to the borrower as to the tax status of these loans. Such transactions may provide an opportunity to achieve higher tax-free yields than would be available from municipal securities offered and sold to the general public.

Privately arranged loans, however, will generally not be rated by a credit rating agency and will normally be illiquid. In most cases, Madison will only be able to sell such loans through a provision requiring repayment following demand by the funds. Such loans made by the funds will normally have a demand provision permitting the funds to require repayment within seven days. Participations in such loans, however, may not have such a demand provision and may not be otherwise marketable. To the extent these securities are illiquid, they will be subject to each fund’s limitation on investments in illiquid securities. Recovery of an investment in any private loan that is illiquid and payable on demand may depend on the ability of the municipal borrower to meet an obligation for full repayment of principal and payment of accrued interest within the demand period. The demand period is normally seven days or less (unless Madison determines that a particular loan issue, unlike most such loans, has a readily available market). If appropriate, Madison will establish

procedures to monitor the credit standing of each such municipal borrower, including its ability to honor contractual payment obligations.

Repurchase Agreements

Each fund may enter into repurchase agreements. In a repurchase agreement, a security is purchased for a relatively short period (usually not more than seven days) subject to the obligation to sell it back to the seller at a fixed time and price plus accrued interest. The funds will enter into repurchase agreements only with member banks of the Federal Reserve System, U.S. Central Credit Union and with “primary dealers” in U.S. Government securities. A fund’s Investment Adviser will continuously monitor the creditworthiness of the parties with whom the funds enter into repurchase agreements.

Madison Funds has established a procedure providing that the securities serving as collateral for each repurchase agreement must be delivered to Madison Funds’ custodian either physically or in book-entry form and that the collateral must be marked to market daily to ensure that each repurchase agreement is fully collateralized at all times. In the event of bankruptcy or other default by a seller of a repurchase agreement, a fund could experience delays in liquidating the underlying securities during the period in which the fund seeks to enforce its rights thereto, possible subnormal levels of income, declines in value of the underlying securities or lack of access to income during this period and the expense of enforcing its rights.

Reverse Repurchase Agreements

Each fund may also enter into reverse repurchase agreements which involve the sale of U.S. Government securities held in its portfolio to a bank with an agreement that the fund will buy back the securities at a fixed future date at a fixed price plus an agreed amount of “interest” which may be reflected in the repurchase price. Reverse repurchase agreements are considered to be borrowings by a fund entering into them. Reverse repurchase agreements involve the risk that the market value of securities purchased by a fund with proceeds of the transaction may decline below the repurchase price of the securities sold by the fund which it is obligated to repurchase. A fund that has entered into a reverse repurchase agreement will also continue to be subject to the risk of a decline in the market value of the securities sold under the agreements because it will reacquire those securities upon effecting their repurchase. To minimize various risks associated with reverse repurchase agreements, each fund will establish and maintain with Madison Funds’ custodian a separate account consisting of liquid securities, of any type or maturity, in an amount at least equal to the repurchase prices of the securities (plus any accrued interest thereon) under such agreements. No fund will enter into reverse repurchase agreements and other borrowings (except from banks as a temporary measure for extraordinary emergency purposes) in amounts in excess of 30% of the fund’s total assets (including the amount borrowed) taken at market value. No fund will use leverage to attempt to increase income. No fund will purchase securities while outstanding borrowings exceed 5% of the fund’s total assets. Each fund will enter into reverse repurchase agreements only with federally insured banks which are approved in advance as being creditworthy by the Board of Trustees. Under procedures established by the Board of Trustees, a fund’s Investment Adviser will monitor the creditworthiness of the banks involved.

Forward Commitment and When-Issued Securities

Each fund may purchase securities on a when-issued or forward commitment basis. “When-issued” refers to securities whose terms are specified and for which a market exists, but which have not been issued. Each fund will engage in when-issued transactions with respect to securities purchased for its portfolio in order to obtain what is considered to be an advantageous price and yield at the time of the transaction. For when-issued transactions, no payment is made until delivery is due, often a month or more after the purchase. In a forward commitment transaction, a fund contracts to purchase securities for a fixed price at a future date beyond customary settlement time.

When a fund engages in forward commitment and when-issued transactions, it relies on the seller to consummate the transaction. The failure of the issuer or seller to consummate the transaction may result in a fund’s losing the opportunity to obtain a price and yield considered to be advantageous. The purchase of securities on a when-issued or forward commitment basis also involves a risk of loss if the value of the security to be purchased declines prior to the settlement date.

On the date a fund enters into an agreement to purchase securities on a when-issued or forward commitment basis, the fund will segregate cash or liquid securities, of any type or maturity, equal in value to the fund’s commitment. These

assets will be valued daily at market, and additional cash or securities will be segregated to the extent that the total value of the assets in the account declines below the amount of the when-issued commitments. Alternatively, a fund may enter into offsetting contracts for the forward sale of other securities that it owns.

Real Estate Investment Trusts

Each fund, except the Cash Reserves Fund and Tax-Free Funds , may invest in shares of real estate investment trusts (“REITs”). REITs are pooled investment vehicles that invest primarily in income-producing real estate or real estate related loans or interests. REITs are generally classified as equity REITs, mortgage REITs or a combination of equity and mortgage REITs. Equity REITs invest the majority of their assets directly in real property and derive income primarily from the collection of rents. Equity REITs can also realize capital gains by selling properties that have appreciated in value. Mortgage REITs invest the majority of their assets in real estate mortgages and derive income from the collection of interest payments. REITs are not taxed on income distributed to shareholders provided they comply with several requirements of the Internal Revenue Code of 1986, as amended (the “Code”). A fund will indirectly bear its proportionate share of any expenses paid by REITs in which it invests in addition to the expenses paid by a fund.

Investing in REITs involves certain unique risks. Equity REITs may be affected by changes in the value of the underlying property owned by such REITs, while mortgage REITs may be affected by the quality of any credit extended. REITs are dependent upon management skills, are not diversified (except to the extent the Code requires), and are subject to the risks inherent in the financing projects. REITs are subject to heavy cash flow dependency, default by borrowers, self-liquidation, and the possibilities of failing to qualify for the exemption from tax for distributed income under the Code and failing to maintain their exemptions from the Investment Company Act of 1940, as amended (the “1940 Act”). REITs (especially mortgage REITS) are also subject to interest rate risk.

Exchange Traded Funds

Each fund may invest in exchange traded funds (“ETFs”), which are shares of publicly-traded unit investment trusts, open-end funds, or depositary receipts that seek to track the performance and dividend yield of specific indexes or companies in related industries. These indexes may be either broad-based, sector or international. ETF shareholders are generally subject to the same risks as holders of the underlying securities they are designed to track.

ETFs are also subject to certain additional risks, including (i) the risk that their prices may not correlate perfectly with changes in the prices of the underlying securities they are designed to track, and (ii) the risk of possible trading halts due to market conditions or other reasons, based on the policies of the exchange upon which an ETF trades. In addition, an exchange traded sector fund may be adversely affected by the performance of that specific sector or group of industries on which it is based. The fund would bear, along with other shareholders of an ETF, its pro rata portion of the ETF’s expenses, including management fees. Accordingly, in addition to bearing their proportionate share of the fund’s expenses (i.e., management fees and operating expenses), shareholders of the fund may also indirectly bear similar expenses of an ETF.

Shares of Other Investment Companies

Each fund, other than the Target Allocation Funds , may invest up to 10% of its assets in shares of other investment companies. Each fund, other than the Target Allocation Funds , complies with the general statutory limits for such investments prescribed by the 1940 Act. The statutory limits are that immediately after any investment: (i) not more than 5% of a fund’s total assets are invested in the securities of any one investment company; (ii) not more than 10% of a fund’s total assets are invested in the aggregate in securities of investment companies as a group; (iii) not more than 3% of the outstanding voting stock of any one investment company will be owned by the fund; and (iv) not more than 10% of the outstanding voting stock of any one investment company will be owned in the aggregate by the fund and other investment companies advised by Madison, or any of its affiliates. Notwithstanding the foregoing, each fund may invest in shares of money market funds in excess of the above-described statutory limitations, in accordance with the exemption contained in Rule 12d1-1 under the 1940 Act.

Madison Funds, Madison and entities affiliated with them have obtained an order from the SEC to permit the Target Allocation Funds to invest in underlying funds in amounts in excess of the statutory limits described above. The Target Allocation Funds may invest up to 100% of their assets in shares of other investment companies and will invest substantially all of their assets in shares of both affiliated and unaffiliated investment companies.

As a shareowner of another investment company, a fund would bear, along with other shareowners, its pro rata portion of the expenses of such other investment company, including advisory fees, general fund expenses, trading, custodial and interest expenses and distribution/shareholder servicing fees (if any). These expenses would be in addition to the advisory and other expenses that a fund bears directly in connection with its own operations and may represent a duplication of fees to shareowners of the fund.

Temporary Defensive Positions

Although each fund expects to pursue its investment objective utilizing its principal investment strategies regardless of market conditions, each fund (other than the Cash Reserves Fund ) may invest up to 100% in money market securities as a defensive tactic in abnormal market conditions (with regard to the Tax-Free Funds , the funds may invest up to 100% in tax-free money market securities for this purpose).

With regard to the Tax-Free Funds , under normal market conditions, Madison does not intend to invest in any taxable securities on behalf of the funds. Madison may decide, however, that extraordinary conditions require it to purchase taxable investments. The “taxable investments” that Madison may purchase for the funds are limited to the following U.S. dollar denominated investments: (i) U.S. Government securities; (ii) obligations of banks having total assets of $750 million or more; (iii) commercial paper and other investment grade corporate debt securities; and (iv) repurchase agreements involving any of the foregoing securities or municipal securities. Maturities of taxable investments may exceed one year in extraordinary circumstances when Madison has determined to invest more than 20% of a fund’s assets in taxable securities.

To the extent any fund engages in a temporary defensive position in this manner, it would not be invested in accordance with its stated investment objectives.

Types of Investment Risk

Active or Frequent Trading Risk. The risk of the realization and distribution to shareholders of higher capital gains as compared to a series with less active trading policies. Frequent trading also increases transaction costs, which could detract from the performance.

Asset Allocation Risk. The risk that the selection of the underlying funds and the allocation of the fund’s assets among the various asset classes and market segments will cause the fund to underperform other funds with a similar investment objective.

Call Risk. The risk that the issuer of a security will retire or redeem (“call”) the security with a higher rate of interest before the scheduled maturity date when interest rates have declined.

Correlation Risk. The risk that changes in the value of a hedging instrument or hedging technique will not match those of the asset being hedged (hedging is the use of one investment to offset the possible adverse effects of another investment).

Counterparty Risk . The risk that the counterparty under an agreement will not live up to its obligations.

Credit Risk. The risk that the issuer of a security, or the counterparty to a contract, will default or otherwise not honor a financial obligation.

Currency Risk. The risk that fluctuations in the exchange rates between the U.S. dollar and foreign currencies may negatively affect the U.S. dollar value of an investment.

Extension Risk. The risk that an unexpected rise in prevailing interest rates will extend the life of an outstanding mortgage-backed security by reducing the expected number of mortgage prepayments, typically reducing the security’s value.

Hedging Risk. When a fund hedges an asset it holds (typically by using a derivative contract or derivative security), any gain or loss generated by the hedge should be substantially offset by losses or gains on the hedged asset. Hedging is a useful way to reduce or eliminate risk of loss, but it will also reduce or eliminate the potential for investment gains.

Information Risk. The risk that key information about a security or market is inaccurate or unavailable.

Interest Rate Risk. The risk of declines in market value of an income bearing investment due to changes in prevailing interest rates. With fixed-rate securities, a rise in interest rates typically causes a decline in market values, while a fall in interest rates typically causes an increase in market values.

Leverage Risk. The risks associated with securities or investment practices that enhance return (or loss) without increasing the amount of investment, such as buying securities on margin or using certain derivative contracts or derivative securities. A fund’s gain or loss on a leveraged position may be greater than the actual market gain or loss in the underlying security or instrument. A fund may also incur additional costs in taking a leveraged position (such as interest on borrowings) that may not be incurred in taking a non-leveraged position.

Liquidity Risk. The risk that certain securities or other investments may be difficult or impossible to sell at the time the fund would like to sell them or at the price the fund values them.

Management Risk. The risk that a strategy used by a fund’s Investment Adviser may fail to produce the intended result. This risk is common to all mutual funds.

Market Risk. The risk that the market value of a security may move up and down, sometimes rapidly and unpredictably, due to factors that have nothing to do with the issuer. This risk is common to all stocks and bonds and the mutual funds that invest in them.

Natural Event Risk. The risk of losses attributable to natural disasters, crop failures and similar events.

Opportunity Risk. The risk of missing out on an investment opportunity because the assets necessary to take advantage of it are committed to less advantageous investments.

Political Risk. The risk of losses directly attributable to government actions or political events of any sort, including military actions and/or expropriation of assets.

Prepayment Risk. The risk that an unexpected fall in prevailing interest rates will shorten the life of an outstanding mortgage-backed security by increasing the expected number of mortgage prepayments, thereby reducing the security’s return.

Speculation Risk. Speculation is the assumption of risk in anticipation of gain but recognizing a higher than average possibility of loss. To the extent that a derivative contract or derivative security is used speculatively (i.e., not used as a hedge), a fund is directly exposed to the risks of that derivative contract or security. Gains or losses from speculative positions in a derivative contract or security may be substantially greater than the derivative contract or security’s original cost.

Valuation Risk. The risk that a fund could not sell a security or other portfolio investment for the market value or fair value established for it at any time. Similarly, the risk that the fair valuation of securities or other portfolio investments may result in greater fluctuation in their value from one day to the next than would be the case if the market values were available.

Higher-Risk Securities and Practices

Security or Practice	Description	Related Risks
ADRs	ADRs are receipts typically issued by a U.S. financial institution which evidence ownership of underlying securities of foreign corporate issuers. Generally, ADRs are in registered form and are designed for trading in U.S. markets.	Market, currency, information, natural event, and political risks (i.e., the risks of foreign securities).
Borrowing	The borrowing of money from financial institutions or through reverse repurchase agreements.	Leverage and credit risks.
Emerging Market Securities	Any foreign securities primarily traded on exchanges located in or issued by companies organized or primarily operating in countries that are considered lesser developed than countries like the U.S., Australia, Japan, or those of Western Europe.	Credit, market, currency, information, liquidity, interest rate, valuation, natural event, and political risks.
EDRs and GDRs	EDRs and GDRs are receipts evidencing an arrangement with a non-U.S. financial institution similar to that for ADRs and are designed for use in non-U.S. securities markets. EDRs and GDRs are not necessarily quoted in the same currency as the underlying security.	Market, currency, information, natural event, and political risks (i.e., the risks of foreign securities).

Foreign Money Market Securities	Short-term debt obligations issued either by foreign financial institutions or by foreign branches of U.S. financial institutions or foreign issuers.	Market, currency, information, interest rate, natural event, and political risks.
Foreign Securities	Securities issued by companies organized or whose principal operations are outside the U.S., securities issued by companies whose securities are principally traded outside the U.S., or securities denominated or quoted in foreign currency. The term “foreign securities” includes ADRs, EDRs, GDRs, and foreign money market securities.	Market, currency, information, natural event, and political risks.
Forward Foreign Currency Exchange Contracts	Contracts involving the right or obligation to buy or sell a given amount of foreign currency at a specified price and future date.	Currency, liquidity, and leverage risks. When used for hedging, also has hedging, correlation, and opportunity risks. When used speculatively, also has speculation risks.
Illiquid Securities	Any investment that may be difficult or impossible to sell within seven days for the price at which the fund values it.	Liquidity, valuation and market risks.
Mortgage-Backed Securities	Securities backed by pools of mortgages, including passthrough certificates, PACs, TACs, CMOs, and when available, pools of mortgage loans generated by credit unions.	Credit, extension, prepayment, and interest rate risks.
Non-Investment Grade Securities	Investing in debt securities rated below BBB/Baa (i.e., “junk” bonds).	Credit, market, interest rate, liquidity, valuation, and information risks.
Options	In general, an option is the right to buy (called a “call”) or sell (called a “put”) property for an agreed-upon price at any time prior to an expiration date. Both call and put options may be either written (i.e., sold) or purchased on securities or indices.	Market, hedging or speculation, leverage, correlation, liquidity, credit, and opportunity risks.
Repurchase Agreements	The purchase of a security that the seller agrees to buy back later at the same price plus interest.	Credit risk.
Restricted Securities	Securities originally issued in a private placement rather than a public offering. These securities often cannot be freely traded on the open market.	Liquidity, valuation, and market risks.
Reverse Repurchase Agreements	The lending of short-term debt securities; often used to facilitate borrowing.	Leverage and credit risks.
Securities Lending	The lending of securities to financial institutions, which provide cash or government securities as collateral.	Credit risk.
Shares of Other Investment Companies	The purchase of shares issued by other investment companies. These investments are subject to the fees and expenses of the underlying investment company(s).	Market risks and the layering of fees and expenses.
Short-Term Trading	Selling a security soon after purchase or purchasing it soon after it was sold (a fund engaging in short-term trading will have higher turnover and transaction expenses).	Market, liquidity and opportunity risks.
Smaller Capitalization Companies	The purchase of securities issued by a company with a market capitalization (i.e., the price per share of its common stock multiplied by the number of shares of common stock outstanding) within the range of those companies represented in either the S&P Small Cap 600 Index or the Russell 2000 ® Index.	Market and liquidity risk.
Swaps	The entry into interest rate, credit default, index, currency exchange rate and total return swap agreements whereby the parties agree to exchange rates of return (or differentials therein) earned or realized on predetermined investments or instruments.	Market, liquidity, currency, credit, counterparty, leverage and opportunity risks.
When-Issued Securities and Forward Commitments	The purchase or sale of securities for delivery at a future date; market value may change before delivery.	Market, opportunity, and leverage risks.

Higher-Risk Securities and Practices Table. The following table shows each fund’s investment limitations with respect to certain higher risk securities and practices as a percentage of portfolio assets. A number in the column indicates the maximum percentage of total assets that the fund is permitted to invest in that practice or type of security. Numbers in this table show allowable usage only; for actual usage, consult the fund’s annual and semi-annual reports.

	Target Alloc. Funds	Cash Reserves	Tax Free Funds	Gov’t Bond	Core Bond	High Quality Bond	Corp. Bond	High Income	Diversified Income	Dividend Income	Equity Income	Disc. Equity	Invst.	Large Cap Value	Large Cap Growth	Mid Cap	Small Cap	North Road Int’l	Int’l Stock
Borrowing	30	30	30	30	30	30	30	30	30	30	30	30	30	30	30	30	30	30	30
Repurchase Agreements	*	*	*	*	*	*	*	*	*	*	*	*	*	*	*	*	*	*	*
Securities Lending	X	X	33⅓	33⅓	33⅓	33⅓	33⅓	33⅓	33⅓	33⅓	33⅓	33⅓	33⅓	33⅓	33⅓	33⅓	33⅓	33⅓	33⅓
Short-Term Trading	*	*	*	*	*	*	*	*	*	*	*	*	*	*	*	*	*	*	*
When-Issued Securities; Forward Commitments	**	25	25	25	25	25	25	25	25	25	25	25	25	25	25	*	*	25	25
Shares of Other Investment Companies 1	100	10	10	10	10	10	10	10	10	10	10	10	10	10	10	10	10	10	10
Non-Investment Grade Securities	**	X	X	X	20	X	20	*	20	20	20	20	20	20	20	20	30	20	20
Foreign Securities	**	25 2	X	10**	25	10	25	50	25	25	15	25	25	25	25	25	25	*	*
Emerging Market Securities	**	X	X	10**	10	10	10	25	15	15	15	15	15	15	15	15	15	30	30
Illiquid Securities 3	**	10	15	15	15	15	15	15	15	15	15	15	15	15	15	15	15	15	15
Restricted Securities		10**	15	15	15	15	15	30	15	15	15	15	15	15	15	15	15	15	15
Mortgage-Backed Securities	**	X	X	10	25***	10	10	30	25***	X	X	X	X	X	X	X	X	X	X
Options on Securities, Indices or Currencies	**	X	10**	10**	10**	X	10**	10	15**	25	*	20**	20**	20**	20**	20**	25**	10**	10**
Forward Foreign Currency Exchange Contracts	**	X	X	10**	10**	X	10**	10	10**	10**	10**	10**	10**	10**	10**	10**	10**	10**	10**

________________________________________

1 Includes ETFs.

2 U.S. dollar-denominated foreign money market securities only.

3 Numbers in this row refer to net, rather than total, assets.

Legend

*	One asterisk means that there is no policy limitation on the fund’s usage of that practice or type of security, and that the fund may be currently using that practice or investing in that type of security.

**	Two asterisks mean that the fund is permitted to use that practice or invest in that type of security, but is not expected to do so on a regular basis or in an amount that exceeds 5% of fund assets.

***	Excluding government sponsored agency paper.

X	An “X” mark means that the fund is not permitted to use that practice or invest in that type of security.

FUND NAMES

In the judgment of Madison, the Tax-Free Funds , Income Funds, Dividend Income, Large Cap Value , Large Cap Growth , Mid Cap, Small Cap and International Funds have names that suggest a focus on a particular industry, group of industries or type of investment. In accordance with the provisions of Rule 35d-1 of the 1940 Act, each of these funds will, under normal circumstances, invest at least 80% of its assets in the particular industry, group of industries, or type of investment of the type suggested by its name. For this purpose, “assets” means net assets plus the amount of any borrowings for investment purposes. In addition, in appropriate circumstances, synthetic investments may be included in the 80% basket if they have economic characteristics similar to the other investments included in the basket. Bonds that are subject to the federal alternative minimum tax are not considered “tax-free” for purposes of the requirement of the Tax-Free Funds to invest at least 80% of their assets in securities that generate tax-exempt income. A fund’s policy to invest at least 80% of its assets in such a manner is not a “fundamental” one, which means that it may be changed without the vote of a majority of the fund’s outstanding shares as defined in the 1940 Act. The names of these funds may be changed at any time by a vote of the Board of Trustees. As required by Rule 35d-1, shareholders of funds subject to Rule 35d-1 will receive a 60-day written notice of any change to the investment policy describing the type of investment that the name suggests.

INVESTMENT LIMITATIONS

Madison Funds has adopted the following restrictions and policies relating to the investment of assets and the activities of each fund. The policies listed below are fundamental and may not be changed for a fund without the approval of the holders of a majority of the outstanding votes of that fund (which for this purpose and under the 1940 Act means the lesser of (i) sixty-seven percent (67%) of the outstanding votes attributable to shares represented at a meeting at which more than fifty percent (50%) of the outstanding votes attributable to shares are represented or (ii) more than fifty percent (50%) of the outstanding votes attributable to shares). Except as noted below, none of the funds within Madison Funds may:

with respect to 75% of the fund’s total assets, purchase securities of an issuer (other than the U.S. Government, its agencies or instrumentalities), if (i) such purchase would cause more than 5% of the fund’s total assets taken at market value to be invested in the securities of such issuer or (ii) such purchase would at the time result in more than 10% of the outstanding voting securities of such issuer being held by the fund;

invest 25% or more of its total assets in the securities of one or more issuers conducting their principal business activities in the same industry (excluding the U.S. Government or any of its agencies or instrumentalities); provided that each Target Allocation Fund may invest more than 25% of its assets in any one underlying affiliated fund;

borrow money, except that it may (a) borrow from any lender for temporary purposes in amounts not in excess of 5% of its total assets and (b) borrow from banks in any amount for any purpose, provided that immediately after borrowing from a bank the fund’s aggregate borrowings from any source do not exceed 33 1/3% of the fund’s total assets (including the amount borrowed). If, after borrowing from a bank, a fund’s aggregate borrowings later exceed 33 1/3% of the fund’s total assets, the fund will, within three days after exceeding such limit (not including Sundays or holidays), reduce the amount of its borrowings to meet the limitation. A fund may make additional investments while it has borrowings outstanding. A fund may make other borrowings to the extent permitted by applicable law;

4.	make loans, except through (a) the purchase of debt obligations in accordance with the fund’s investment objective and policies, (b) repurchase agreements with banks, brokers, dealers and other financial institutions, and (c) loans of securities as permitted by applicable law;

5.	underwrite securities issued by others, except to the extent that the sale of portfolio securities by the fund may be deemed to be an underwriting;

purchase, hold or deal in real estate, although a fund may purchase and sell securities that are secured by real estate or interests therein, securities of real estate investment trusts and mortgage-related securities and may hold and sell real estate acquired by a fund as a result of the ownership of securities;

7.	invest in commodities or commodity contracts, except that the fund may invest in currency, and financial instruments and contracts that are commodities or commodity contracts; or

8.	issue senior securities to the extent such issuance would violate applicable law.

With regard to fundamental policy 8 above, Section 18(f) of the 1940 Act prohibits an investment company from issuing a “senior security” except under certain circumstances. A “senior security” is any security or obligation that creates a priority over any other class to a distribution of assets or payment of a dividend. Permissible “senior securities” include, among other things, a borrowing from a bank where the fund maintains an asset coverage ratio of at least 300% while the borrowing is outstanding.

In addition to the fundamental policies listed above, the investment objective in each fund is a fundamental policy that cannot be changed without the approval of a majority of the fund’s outstanding voting securities.

The following restrictions are not fundamental policies and may be changed without the approval of the shareholders in the affected fund:

1.	no fund will sell securities short or maintain a short position, except for short sales against the box;

2.	no fund will purchase any security which is not readily marketable if more than 15% (10% for the Cash Reserves Fund ) of the net assets of the fund taken at market value, would be invested in such securities;

with regard to the fundamental policy on industry concentration as it relates to the Tax-Free Funds , (i) in addition to U.S. Government securities, obligations which provide income exempt from federal income taxes are also excluded for purposes of the 25% limitation; (ii) the general obligations of governmental units are not considered related to any industry (however, revenue obligations backed by particular projects are considered related to the industry classifications of the associated projects); and (iii) industrial revenue obligations are classified by the industry of the private user;

with regard to the Tax-Free Funds and the Government Bond, Core Bond, High Quality Bond, Corporate Bond, Dividend Income, Disciplined Equity, Investors, Mid Cap , and NorthRoad International Funds , no such fund will invest more than 5% of the value of its total assets (determined as of the date of purchase) in the securities of any one issuer (other than securities issued or guaranteed by the United States Government or any of its agencies or instrumentalities and excluding bank deposits), and Madison will not purchase, on behalf of any such fund, any securities when, as a result, more than 10% of the voting securities of the issuer would be held by the fund. For purposes of these restrictions, the issuer is deemed to be the specific legal entity having ultimate responsibility for payment of the obligations evidenced by the security and whose assets and revenues principally back the security;

5.	with regard to the Tax-Free Funds , to the extent either of the funds invest in fixed income securities, only investment grade fixed income securities shall be purchased, with the lowest rated securities purchased by the Tax-Free Virginia Fund being those rated BBB or Baa;

6.	with regard to the Cash Reserves, Government Bond and High Quality Bond Funds , only investment grade securities shall be purchased;

7.	with regard to the Core Bond Fund , at least 65% of the fund’s assets must be invested in investment grade securities; and

8.	with regard to the Corporate Bond Fund , at least 80% of the fund’s assets must be invested in investment grade securities.

Except for the limitations on borrowing from banks, if the above percentage restrictions, or any restrictions elsewhere in this SAI or in the prospectuses covering fund shares, are adhered to at the time of investment, a later increase or decrease in such percentage resulting from a change in values of securities or amount of net assets will not be considered a violation of any of the foregoing restrictions.

Notwithstanding the foregoing investment limitations, the underlying funds in which the Target Allocation Funds may invest have adopted certain investment restrictions that may be more or less restrictive than those listed above, thereby permitting a Target Allocation Fund to engage indirectly in investment strategies that may be prohibited under the investment limitations listed above. The investment restrictions of each underlying fund are set forth in the prospectus and SAI for that underlying fund.

PORTFOLIO TURNOVER

While the Cash Reserves Fund is not subject to specific restrictions on portfolio turnover, it generally does not seek profits by short-term trading. However, it may dispose of a portfolio security prior to its maturity where disposition seems advisable because of a revised credit evaluation of the issuer or other considerations.

Each fund will trade securities held by it whenever, in the Investment Adviser’s view, changes are appropriate to achieve the stated investment objectives. The Investment Adviser does not anticipate that unusual portfolio turnover will be required and intends to keep such turnover to moderate levels consistent with the objectives of each fund. Although the Investment Adviser makes no assurances, it is expected that the annual portfolio turnover rate for each fund will be generally less than 100%. This would mean that normally less than 100% of the securities held by the fund would be replaced in any one year.

For the two fiscal years ended October 31, 2012, portfolio turnover for each fund was as follows:

Fund	2012	2011
Conservative Allocation		26%
Moderate Allocation		20%
Aggressive Allocation		29%
Tax-Free Virginia
Tax-Free National
Government Bond
Core Bond		12%
High Quality Bond
Corporate Bond
High Income		55%
Diversified Income		17%
Dividend Income
Equity Income		107%
Disciplined Equity
Investors
Large Cap Value		39%
Large Cap Growth		77%
Mid Cap		70%
Small Cap		15%
NorthRoad International
International Stock		44%

MANAGEMENT OF MADISON FUNDS

Trustees and Officers

Madison Funds is governed by the Board of Trustees. The Board has the duties and responsibilities set forth under the applicable laws of the State of Delaware, including but not limited to the management and supervision of the funds.

The Board of Trustees, from time to time, may include individuals who may be deemed to be affiliated persons of Madison. At all times, however, a majority of Board members will not be affiliated with Madison or the funds (collectively referred to herein as the “Independent Trustees”). Board members serve indefinite terms, while officers of Madison Funds are elected annually.

The funds do not hold annual shareholder meetings, but may hold special meetings for such purposes as electing or removing Board members, changing fundamental policies, approving certain management contracts, approving or amending a 12b-1 plan, or as otherwise required by the 1940 Act or the Declaration of Trust.

The address of each Trustee and officer is 550 Science Drive, Madison, Wisconsin 53711, except for Mr. Mason for which it is 8777 N. Gainey Center Drive, #220, Scottsdale, Arizona 85258.

Interested Trustees and Officers

Name and Year of Birth	Position(s) and Length of Time Served	Principal Occupation(s) During Past Five Years	Other Directorships/ Trusteeships
Katherine L. Frank 1 1960	Trustee and President, 2009 – Present	Madison Investment Holdings, Inc. (“MIH”) (affiliated investment advisory firm of Madison), Executive Director and Chief Operating Officer, 2010 – Present; Managing Director and Vice President, 1986 – 2010 Madison Asset Management, LLC (“Madison”), Executive Director and Chief Operating Officer, 2010 – Present; Vice President, 2004 – 2010 Madison Investment Advisors, LLC (“MIA”) (affiliated investment advisory firm of Madison), Executive Director and Chief Operating Officer, 2010 – Present; President, 1996 – 2010 Madison Strategic Sector Premium Fund (closed end fund), President, 2005 – Present; Ultra Series Fund (16) (mutual funds), President, 2009 – Present; Madison Covered Call and Equity Strategy Fund (closed end fund), President, December 2012 – Present	Madison Strategic Sector Premium Fund, 2005 – Present; Ultra Series Fund (16), 2009 – Present
Jay R. Sekelsky 1959	Vice President, 2009 – Present	MIH, Executive Director and Chief Investment Officer, 2010 – Present; Managing Director and Vice President, 1990 – 2010 Madison, Executive Director and Chief Investment Officer, 2010 – Present MIA, Executive Director and Chief Investment Officer, 2010 – Present; Vice President, 1996 – 2010 Madison Strategic Sector Premium Fund, Vice President, 2005 – Present; Ultra Series Fund (16), Vice President, 2009 – Present; Madison Covered Call and Equity Strategy Fund (closed end fund), Vice President, December 2012 – Present	N/A
Paul Lefurgey 1964	Vice President, 2009 – Present	MIH, Managing Director and Head of Fixed Income Investments, 2005 – Present; Madison and MIA, Managing Director and Head of Fixed Income Investments, 2010 – Present MEMBERS Capital Advisors, Inc. (“MCA”) (investment advisory firm), Madison, WI, Vice President, 2003 – 2005 Madison Strategic Sector Premium Fund, Vice President, 2010 – Present; Ultra Series Fund (16), Vice President, 2009 – Present; Madison Covered Call and Equity Strategy Fund (closed end fund), Vice President, December 2012 – Present	N/A
Greg D. Hoppe 1969	Treasurer, 2009 – Present	MIH and MIA, Vice President, 1999 – Present; Madison, Vice President, 2009 – Present Madison Strategic Sector Premium Fund, Treasurer, 2009 – Present; Chief Financial Officer, 2005 – 2009; Ultra Series Fund (16), Treasurer, 2009 – Present; Madison Covered Call and Equity Strategy Fund (closed end fund), Treasurer, December 2012 – Present	N/A
Holly S. Baggot 1960	Secretary, 1999 – Present Assistant Treasurer, 1999 – 2007; 2009 – Present Treasurer, 2008 – 2009	MIH and MIA, Vice President, 2010 – Present; Madison, Vice President, 2009 – Present; Mosaic Funds Distributor, LLC (“MFD”) (an affiliated brokerage firm of Madison), Vice President, 2012 – Present MCA, Director-Mutual Funds, 2008-2009; Director-Mutual Fund Operations, 2006-2008; Operations Officer-Mutual Funds, 2005-2006; Senior Manager-Product & Fund Operations, 2001-2005 Madison Strategic Sector Premium Fund, Secretary and Assistant Treasurer, 2010 – Present; Ultra Series Fund (16), Secretary, 1999-Present and Treasurer, 2008-2009 and Assistant Treasurer, 1997-2007 and 2009-Present; Madison Covered Call and Equity Strategy Fund (closed end fund), Secretary and Assistant Treasurer, December 2012 – Present	N/A

W. Richard Mason 1960	Chief Compliance Officer, Corporate Counsel and Assistant Secretary, 2009 – Present	MIH, MIA, Madison and Madison Scottsdale, LC (an affiliated investment advisory firm of Madison), Chief Compliance Officer and Corporate Counsel, 2009 – Present; General Counsel and Chief Compliance Officer, 1996 – 2009 MFD, Principal, 1998 – Present; Concord Asset Management, LLC (“Concord”) (an affiliated investment advisory firm of Madison), General Counsel, 1996 – 2009; NorthRoad Capital Management LLC (“NorthRoad”) (an affiliated investment advisory firm of Madison), Chief Compliance Officer and Corporate Counsel, 2011 – Present Madison Strategic Sector Premium Fund, Chief Compliance Officer, Corporate Counsel and Assistant Secretary, 2009 – Present; Secretary, General Counsel and Chief Compliance Officer, 2005 – 2009; Madison Covered Call and Equity Strategy Fund (closed end fund), Chief Compliance Officer, Corporate Counsel and Assistant Secretary, December 2012 – Present Ultra Series Fund (16), Chief Compliance Officer, Corporate Counsel and Assistant Secretary, 2009 – Present	N/A
Pamela M. Krill 1966	General Counsel, Chief Legal Officer and Assistant Secretary, 2009 – Present	MIH, MIA, Madison, Madison Scottsdale, LC, MFD, and Concord, General Counsel and Chief Legal Officer, 2009 – Present NorthRoad, General Counsel & Chief Legal Officer, 2011 – Present Madison Strategic Sector Premium Fund, General Counsel, Chief Legal Officer and Assistant Secretary, 2010 – Present; Ultra Series Fund (16), General Counsel, Chief Legal Officer and Assistant Secretary, 2009 – Present; Madison Covered Call and Equity Strategy Fund (closed end fund), General Counsel, Chief Legal Officer and Assistant Secretary, December 2012 – Present CUNA Mutual Insurance Society (insurance company with affiliated investment advisory, brokerage and mutual fund operations), Madison, WI, Managing Associate General Counsel-Securities & Investments, 2007 – 2009 Godfrey & Kahn, S.C. (law firm), Madison and Milwaukee, WI, Shareholder, Securities Practice Group, 1994-2007	N/A

1 “Interested person” as defined in the 1940 Act. Considered an interested Trustee because of the position held with the investment adviser of Madison Funds.

Independent Trustees

Name and Year of Birth	Position(s) and Length of Time Served 2	Principal Occupation(s) During Past Five Years	Portfolios Overseen in Fund Complex 3	Other Directorships/ Trusteeships
Philip E. Blake 1944	Trustee, 2009 – Present	Retired Investor Lee Enterprises, Inc (news and advertising publisher), Madison, WI, Vice President, 1998 - 2001 Madison Newspapers, Inc., Madison, WI, President and Chief Executive Officer, 1993 – 2000	40	Edgewood College, 2003 – Present; Chairman of the Board, 2010 – Present Nerites Corporation (technology company), 2004 – Present Madison Strategic Sector Premium Fund, 2005 – Present; Ultra Series Fund (16), 2009 – Present; Madison Covered Call and Equity Strategy Fund, December 2012 – Present
James R Imhoff, Jr. 1944	Trustee, 2009 – Present	First Weber Group (real estate brokers), Madison, WI, Chief Executive Officer, 1996 – Present	40	Park Bank, 1978 – Present Madison Strategic Sector Premium Fund, 2005 – Present; Madison Covered Call and Equity Strategy Fund, 2005 – Present; Ultra Series Fund (16), 2009 – Present
Steven P. Riege 1954	Trustee, 2005 – Present	Ovation Leadership (management consulting), Milwaukee, WI, Owner/President, 2001 – Present Robert W. Baird & Company (financial services), Milwaukee, WI, Senior Vice President-Marketing and Vice President-Human Resources, 1986 – 2001	38	Ultra Series Fund (16), 2005 – Present
Richard E. Struthers 1952	Trustee, 2004 – Present	Clearwater Capital Management (investment advisory firm), Minneapolis, MN, Chair and Chief Executive Officer, 1998 – Present Park Nicollet Health Services, Minneapolis, MN, Chairman, Finance and Investment Committee, 2006 – Present IAI Mutual Funds, Minneapolis, MN, President and Director, 1992-1997	38	Park Nicolet Health Services, 2001 – Present Ultra Series Fund (16), 2004 – Present
Lorence D. Wheeler 1938	Trustee, 2009 – Present	Retired investor Credit Union Benefits Services, Inc. (a provider of retirement plans and related services for credit union employees nationwide), Madison, WI, President, 1986 – 1997	40	Grand Mountain Bank FSB and Grand Mountain Bancshares, Inc. 2003 – Present Madison Strategic Sector Premium Fund, 2005 – Present; Madison Covered Call and Equity Strategy Fund, 2005 – Present; Ultra Series Fund (16), 2009 – Present

2 Independent Trustees serve in such capacity until reaching the age of 76, unless retirement is waived by unanimous vote of the remaining Trustees on an annual basis.

3 As of the date of this SAI, the fund complex consists of Madison Funds with 22 portfolios, the Ultra Series Fund with 16 portfolios, the Madison Strategic Sector Premium Fund (a closed-end fund) and the Madison Covered Call and Equity Strategy Fund (closed end fund), for a grand total of 40 separate portfolios in the fund complex. Not every Trustee is a member of the Board of Trustees of every fund in the fund complex, as noted above. References to the “Fund Complex” in the following tables have the meaning disclosed in this paragraph.

Trustee Compensation

During the fiscal year ended October 31, 2012, the Trustees were compensated as follows:

Trustee Name	Aggregate Compensation from Madison Funds	Total Compensation from Madison Funds and the Fund Complex 1
Steven P. Riege
Richard E. Struthers
Lorence D. Wheeler
James R Imhoff, Jr.
Philip E Blake
Katherine L. Frank 2	None	None

________________________________________

1	Fund Complex as defined above.

2	Non-compensated interested Trustee.

There have been no arrangements or understandings between any trustee or officer and any other person(s) pursuant to which (s)he was selected as a Trustee or officer.

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 SAI. Ms. Frank, the sole member of the Board who is considered “interested” under the 1940 Act, has been with MIH for more than 20 years and has held executive management positions during her tenure with the firm. Regarding the Independent Trustees, all five of them have substantial experience operating and overseeing a business, whether it be the newspaper business (for Mr. Blake), the real estate business (for Mr. Imhoff), the management consulting business (for Mr. Riege), the investment management business (for Mr. Struthers), or the retirement plan business (for Mr. Wheeler). As a result of this experience, each of them has unique perspectives regarding the operation and management of the funds and the Board of Trustees’ oversight function with respect thereto. They use this collective experience to serve the funds for the benefit of fund shareholders. Moreover, each of the Independent Trustees has served as a trustee of one or more mutual funds for many years. They bring substantial and material experience and expertise to their continued roles as Trustees of the funds.

Board Committees

The Board of Trustees has established two standing committees to help manage the funds, as follows: an Audit Committee and a Nominating and Governance Committee.

Audit Committee . The Audit Committee is responsible for reviewing the results of each audit of the funds by the funds’ independent registered public accounting firm and for recommending the selection of independent auditors for the coming year. The Audit Committee members are the Independent Trustees of the Funds: Richard Struthers (Chairman), Philip Blake, James Imhoff, Jr., Steven Riege and Lorence Wheeler. The Audit Committee meets at least quarterly and more often as necessary. The Committee met four times during the funds’ last fiscal year.

Nominating and Governance Committee . The Nominating and Governance Committee is responsible for nominating Trustees and officers to fill vacancies, evaluating their qualifications and for determining Trustee compensation. The Committee is also responsible for periodically reviewing the effectiveness of the Board of Trustees. The members of the Nominating and Governance Committee are the same as the members of the Audit Committee: Steven Riege (Chairman), Philip Blake, James Imhoff, Jr., Richard Struthers and Lorence Wheeler. Like the Audit Committee, the Nominating and Governance Committee meets at least quarterly and more often as necessary. The Committee met four times during the funds’ last fiscal year. The Nominating Committee may consider candidates for the Board submitted by shareholders if a vacancy were to exist. Shareholders who wish to recommend a nominee may do so by submitting the appropriate information about the candidate to the fund’s Secretary at the following address: 550 Science Drive, Madison, Wisconsin 53711.

Leadership Structure of the Board

The Board of Trustees is relatively small (with six members, as noted in the table above) and operates in a collegial 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 of Trustee 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 of Trustees has charged Mr. Struthers 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).

As adviser to the funds, Madison is responsible for the overall risk management for the funds, including supervising their affiliated and third-party service providers and by identifying and mitigating possible events that could impact the funds’ business, operations or performance. Risks to the funds include investment, legal, compliance and regulatory risks, as well as the risk of operational failure or lack of business continuity. The Board of Trustees oversees risk management of the funds’ investment programs through the Audit Committee and through oversight by the Board itself. The Chief Compliance Officer, who reports to the Independent Trustees, provides the Board of Trustees with quarterly updates and a comprehensive annual report regarding the processes and controls in place to address regulatory, compliance, legal and operational risk. The Board of Trustees exercises its oversight in conjunction with Madison, the Chief Compliance Officer, fund counsel and counsel to the Independent Trustees by requesting reports and presentations at regular intervals throughout the year. Additionally, the Audit Committee receives periodic reports from the funds’ independent accountants. The Board’s committee structure requires an Independent Trustee to serve as chairman of the Nominating and Governance and the Audit Committees.

Given the small size of the Board of Trustees, 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 the Lead Independent Trustee and its quarterly focus on compliance and risk management, the Board of Trustees has determined that its current leadership structure is adequate for the protection of fund investors.

Trustees’ Holdings

Trustees’ holdings in the Fund Complex as of December 31, 2012 was as follows:

	Dollar Range of Equity Securities in Madison Funds 1
Name of Trustee	Aggressive Allocation	Cash Reserves	High Income	Large Cap Growth	Large Cap Value	Int’l. Stock	Small Cap	Aggregate Dollar Range of Equity Securities in Fund Complex 1, 2
Steven P. Riege
Richard E. Struthers
Lorence D. Wheeler
Philip E Blake
James R Imhoff, Jr.
Katherine L. Frank

________________________________________

1 Dollar ranges are as follows: none; $1–$10,000; $10,001-$50,000; $50,001-$100,000; and over $100,000. Information as of December 31, 2012.

2 Fund Complex as defined above.

SALES LOAD WAIVERS FOR CERTAIN PERSONS

Class A shares may be offered without front-end sales charges to individuals (and their “immediate family,” as described in the prospectuses) who, within the past twelve months, were (i) trustees, directors, officers, or employees of CMFG Life Insurance Company (f/k/a CUNA Mutual Insurance Society) or its subsidiaries and affiliates (collectively referred to herein as “CMFG Life”); (ii) trustees, directors, officers or employees of Madison Investment Holdings, Inc. and/or its subsidiaries or affiliated companies; (iii) members of the Board of Trustees of Madison Funds or of the board of trustees of the Ultra Series Fund; and (iv) any trust, pension, profit sharing or other benefit plan which beneficially owns shares for these persons. Board members of Madison Funds and the Ultra Series Fund are offered Class A shares without front-end sales charges as an incentive for them to invest in the funds for which they serve as Trustees.

CONTROL PERSONS AND PRINCIPAL HOLDERS OF MADISON FUNDS’ SECURITIES

Based upon their investments, the Target Allocation Funds of the Madison Funds and the Target Allocation Funds of the Ultra Series Fund own more than 25% of the shares of certain funds as indicated in the chart below and may be deemed to control such funds. Until their ownership is diluted by the sale of shares to other shareholders or the redemption of their investments, these funds may each be able to significantly influence the outcome of any shareholder vote of such funds.

The following tables set forth 5% or more record ownership of shares of each class of each fund, if applicable, as of January 31, 2013.

Class A shares

Shareholder	Small Cap	International Stock

Class B shares

Shareholder	Small Cap
*

*Ownership represents ownership of record rather than beneficial ownership.

Class C shares

Shareholder	Conservative Allocation	Aggressive Allocation
*

*Ownership represents ownership of record rather than beneficial ownership.

Class Y shares

Shareholder	Bond Fund	High Income	Equity Income	Large Cap Value	Large Cap Growth	Mid Cap	Small Cap	Int’l Stock

As of January 31, 2013, Madison Funds’ trustees and officers, as a group, owned less than one percent of the outstanding voting securities of each fund.

PORTFOLIO MANAGEMENT

Madison Asset Management, LLC

Background . The investment adviser to Madison Funds, Madison Asset Management, LLC (“Madison”), is a registered investment adviser located at 550 Science Drive, Madison, WI 53711. Madison is jointly owned by Madison Investment Holdings, Inc. (“MIH”), 550 Science Drive, Madison, WI 53711, and CMFG Life, 5910 Mineral Point Road, Madison, WI 53705, although MIH has a controlling interest in Madison (CMFG Life’s interest in Madison is a non-voting equity interest). Madison shares investment personnel with Madison Investment Advisors, LLC, a wholly owned subsidiary of Madison. MIH is a registered investment adviser founded in 1973 which currently operates primarily as a holding company. In addition to Madison, the other firms included under the MIH umbrella are: Madison Scottsdale, LC (a registered investment adviser providing portfolio management services to insurance companies), located in Scottsdale, AZ; Madison Investment Advisors, LLC (a registered investment adviser providing portfolio management services to wrap accounts and separately managed accounts), located at 550 Science Drive, Madison, WI 53711; NorthRoad Capital Management, LLC (a registered investment adviser specializing in international/global equity strategies), located in New York, NY; and Concord Asset Management, LLC (a registered investment adviser providing portfolio management services to high net worth individuals), located in Chicago, IL. Frank E. Burgess, who is the founder of MIH, owns a controlling interest in MIH, which, in turn, controls Madison.

Investment Advisory Agreement . Madison has entered into an Investment Advisory Agreement with Madison Funds (the “Advisory Agreement”) that requires Madison to provide continuous professional investment management of the investments of Madison Funds, including establishing an investment program complying with the investment objectives, policies, and restrictions of each fund. Under the Advisory Agreement, Madison is also generally responsible for the other operations of Madison Funds. As compensation for its services under the Advisory Agreement, Madison Funds pays Madison a fee computed at an annualized percentage rate of the average daily value of the net assets of each fund as follows for the three fiscal years ended October 31, 2012:

Fund	Management Fee 1	Total Advisory Fees Incurred During the Fiscal Year Ended October 31, 2012	Total Advisory Fees Incurred During the Fiscal Year Ended October 31, 2011	Total Advisory Fees Incurred During the Fiscal Year Ended October 31, 2010
Conservative Allocation	0.20%		$ 96,467	$ 83,945
Moderate Allocation	0.20%		230,693	197,372
Aggressive Allocation	0.20%		82,472	67,793
Cash Reserves	0.40%		15 2	434 2
Tax-Free Virginia	0.50%
Tax-Free National	0.50%
Government Bond	0.40% 3
Core Bond	0.50%		964,589	1,059,010
High Quality Bond	0.30%
Corporate Bond	0.40% 6
High Income	0.55%		618,386	644,305
Diversified Income	0.65%		582,473	591,036
Dividend Income	0.75% 4
Equity Income	0.85%		344,403	264,715
Disciplined Equity	0.75%
Investors	0.75% 5
Large Cap Value	0.55%		813,323	858,025
Large Cap Growth	0.75%		1,053,968	1,132,803
Mid Cap	0.75%		674,801	500,200
Small Cap	1.00%		285,322	296,854
NorthRoad International	0.80%
International Stock	1.05%		923,055	1,108,473
	Totals		$6,669,967	$6,804,965

Except for the Target Allocation Funds, Tax-Free Funds, Government Bond Fund, High Quality Bond Fund, Corporate Bond Fund, Investors Fund, NorthRoad International Fund, Dividend Income Fund, Equity Income Fund, and Disciplined Equity Fund, each fund’s management fee will be reduced by 0.05% on assets exceeding $500 million, and by another 0.05% on assets exceeding $1 billion.

The amounts shown reflect a waiver of $________ of advisory fees for the year ended October 31, 2012, $53,379 of advisory fees for the year ended October 31, 2011, and $61,553 of advisory fees for the year ended October 31, 2010, for the purpose of maintaining a one-day yield of zero. Madison does not have the right to recoup these waived fees.

3	A portion of the fund’s annual management fee (0.10%) is being waived by Madison until at least May 1, 2014.

4	A portion of the fund’s annual management fee (0.10%) is being waived by Madison until at least May 1, 2014.

5	The management fee for this fund is 0.75% on the first $100 million of assets, and 0.60% on assets in excess of $100 million. A portion of the fund’s annual management fee (0.10%) is being waived by Madison until at least May 1, 2014.

6	Until November 30, 2010, the fund did not pay any management fees under its former agreement with Madison.

Services Agreement . Madison has entered into a Services Agreement with Madison Funds (the “Services Agreement”) that obligates Madison to provide or otherwise arrange for Madison Funds to have all operational and support services it needs. Such services include:

·	Handling bookkeeping and portfolio accounting for Madison Funds.

·	Handling telephone inquiries, cash withdrawals and other customer service functions (including monitoring wire transfers).

·	Providing appropriate supplies, equipment and ancillary services necessary to conduct Madison Funds’ affairs.

·	Arranging for and paying the custodian, fund transfer agent, fund accountant and fund administrator.

·	Arranging for and paying Madison Funds’ independent registered public accountants.

·	Arranging for and paying Madison Funds’ legal counsel and outside counsel to the Independent Trustees.

·	Registering Madison Funds and its shares with the SEC and notifying any applicable state securities commissions of the sale of such shares in their jurisdiction.

·	Printing and distributing prospectuses and periodic financial reports to current shareholders.

·	Paying for trade association membership.

·	Preparing shareholder reports, proxy materials and holding shareholder meetings.

·	Paying the Independent Trustees’ meeting fees and out-of-pocket expenses.

Madison provides all these services for a fee calculated as a percentage of each fund’s average daily net assets. This fee is reviewed and approved at least annually by the Board of Trustees and is compared with the fee paid by other mutual funds of similar size and investment objective to determine if it is reasonable. In providing or arranging for the provision of the various services covered by the Services Agreement, Madison negotiates for the best services at the best price available from Madison Funds’ unaffiliated service providers. Because fund expenses have historically exceeded the service fee levels noted below, Madison is currently subsidizing fund expenses in excess of such levels for some or all funds. Accordingly, at the current time, to the extent Madison is able to negotiate discounts from service providers, these discounts are not passed onto Madison Funds. If and when fund expenses from unaffiliated service providers decrease below the service fees being charged, the level of service fees may also decrease. The Board of Trustees considers the reasonableness of service fees when it considers the compensation paid to the Investment Adviser under the Advisory Agreement.

During the three fiscal years ended October 31, 2012, Madison Funds paid the following service fees to Madison:

Fund	Service Fee 1	Total Service Fees Incurred During the Fiscal Year Ended October 31, 2012	Total Service Fees Incurred During the Fiscal Year Ended October 31, 2011	Total Service Fees Incurred During the Fiscal Year Ended October 31, 2010
Conservative Allocation	0.25%		120,584	$82,932
Moderate Allocation	0.25%		288,365	222,214
Aggressive Allocation	0.25%		103,090	62,742
Cash Reserves	0.15%		12,767 2	6,108 2
Tax-Free Virginia	0.35%
Tax-Free National	0.35%
Government Bond	0.25%
Core Bond	0.15%		289,376	290,203
High Quality Bond	0.19%
Corporate Bond	0.25% 5
High Income	0.20%		224,867	209,793
Diversified Income	0.20%		179,223	156,607
Dividend Income	0.35% 3
Equity Income	0.15%		60,777	27,714
Disciplined Equity	0.35% 4
Investors	0.35% 3
Large Cap Value	0.36%		532,357	535,116
Large Cap Growth	0.20%		281,058	275,581

Mid Cap	0.40%	359,894	245,024
Small Cap	0.25%	71,331	55,213
NorthRoad International	0.35%
International Stock	0.30%	263,730	290,706
	Totals	$2,787,419	$2,459,953

1	The service fees set forth in this table are for all but the Class R6 shares. The service fee for the Class R6 shares is 0.02% annually.

The amount shown reflects a waiver of $________ of service fees for the year ended October 31, 2012, $7,256 of service fees for the year ended October 31, 2011, and $2,138 of service fees for the year ended October 31, 2010, for the purpose of maintaining a one-day yield of zero. Madison does not have the right to recoup these waived fees.

3	A portion of the fund’s annual service fee (0.05%) is being waived by Madison until at least May 1, 2014. Madison does not have the right to recoup any waived fees.

4	A portion of the fund’s annual service fee (0.15%), for the Class Y shares only, is being waived by Madison until at least May 1, 2014. Madison does not have the right to recoup any waived fees.

5	Until November 30, 2010, the fund did not pay any service fees under its former agreement with Madison.

The fees Madison receives under the Services Agreement are in addition to and independent of fees received pursuant to the Advisory Agreement. In addition, Madison Funds remains responsible for (i) transaction-related expenses including, but not limited to, brokerage commissions paid in connection with fund transactions, interest or fees in connection with fund indebtedness or taxes paid in connection with portfolio securities held, (ii) Rule 12b-1 distribution and service fees disclosed in the prospectuses of Madison Funds, (iii) acquired fund fees, if any, and (iv) any extraordinary or non-recurring expenses it incurs.

Subadvisory Agreements . As described in the prospectuses, Madison manages the assets of the High Income , Small Cap , NorthRoad International and International Stock Funds using a “manager of managers” approach under which Madison allocates the fund’s assets among one or more “specialist” subadvisers (each, a “Subadviser”). Madison Funds and Madison have received an order from the SEC that permits the hiring of unaffiliated Subadvisers without shareholder approval. If Madison hires a new Subadviser pursuant to the order, shareholders will receive an “information statement” within 90 days after a change in Subadvisers that will provide relevant information about the reason for the change and any new Subadviser(s).

Even though Subadvisers have day-to-day responsibility over the management of the High Income , Small Cap, NorthRoad International and International Stock Funds , Madison retains the ultimate responsibility for the performance of these funds and will oversee the Subadvisers and recommend their hiring, termination and replacement to Madison Funds’ Board of Trustees.

Madison may, at some future time, employ a subadvisory or “manager of managers” approach to other new or existing funds in addition to the High Income , Small Cap, NorthRoad International and International Stock Funds .

Shenkman Capital Management, Inc. (High Income Fund)

As of the date hereof, Shenkman Capital Management, Inc. (“SCM”) is the only Subadviser managing the assets of the High Income Fund . For its services to the fund, SCM receives a management fee from Madison, computed and accrued daily and paid monthly, based on the average daily net assets in the fund. SCM received the following management fees for its services during the fiscal years noted:

Fiscal year ended October 31	Amount
2012
2011	$418,710
2010	$435,037

Wellington Management Company, LLP (Small Cap Fund)

As of the date hereof, Wellington Management Company, LLP (“Wellington Management”) is the only Subadviser managing the assets of the Small Cap Fund . For its services to the fund, Wellington Management receives a management fee from Madison, computed and accrued daily and paid monthly, based on the average daily net assets in the fund. Wellington Management received the following management fees for its services during the fiscal years noted:

Fiscal year ended October 31	Amount
2012
2011	$199,692
2010	$204,137

NorthRoad Capital Management LLC (NorthRoad International Fund)

As of the date hereof, NorthRoad Capital Management LLC (“NorthRoad”) is the only Subadviser managing the assets of the NorthRoad International Fund . For its services to the fund, NorthRoad receives a management fee from Madison, computed and accrued daily and paid monthly, based on the average daily net assets in the fund. NorthRoad received the following management fees for its services during the fiscal years noted:

Fiscal year ended October 31	Amount
2012
2011
2010

Lazard Asset Management LLC (International Stock Fund)

As of the date hereof, Lazard Asset Management LLC (“Lazard”) is the only Subadviser managing the assets of the International Stock Fund . For its services to the fund, Lazard receives a management fee from Madison, computed and accrued daily and paid monthly, based on the average daily net assets in the fund. Lazard received the following management fees for its services during the fiscal years noted:

	Fiscal year ended October 31	Amount
	2012
	2011	$464,445
	2010	$552,680
PORTFOLIO MANAGERS

Madison Asset Management, LLC

Compensation. Madison believes investment professionals should receive compensation for the performance of the firm’s client accounts, their individual effort, and the overall profitability of the firm. As such, investment professionals receive a base salary, as well as an incentive bonus based on the attainment of certain goals and objectives in the portfolio management process (described below). The manager also participates in the overall profitability of the firm directly, through an ownership interest in the firm, or indirectly, through a firm-sponsored profit sharing plan. Madison believes its portfolio managers’ goals are aligned with those of long-term investors, recognizing client goals to outperform over the long-term, rather than focused on short-term performance contests.

With regard to incentive compensation, the incentive pools for the asset allocation, equity and fixed income teams are calculated based on a percentage of revenue from each investment strategy. Managers are rewarded for performance relative to their benchmark(s) over both one and three year periods. Incentive compensation earned is paid out over a three year period, so that if a portfolio manager leaves the employ of Madison, he or she forfeits a percentage of his or her incentive compensation. The purpose of this structured payout is to aid in the retention of investment personnel. All incentive compensation must be approved by the compensation committee. With the exception of Mr. Burgess, all investment professionals are eligible to participate in the incentive compensation pool.

The incentive compensation pool shared by the members of the firm’s asset allocation and equity management teams is based on the performance of the firm’s various asset allocation and equity composites (or some combination of such composites and the relevant mutual fund(s)) measured against the appropriate index benchmarks. All firm asset allocation

and equity accounts, including mutual funds, regardless of whether they are included in such composites, are managed with the same general investment philosophy, approach and applicable allocations, quality and other portfolio characteristics.

The incentive compensation pool shared by the members of the firm’s fixed-income management team is based on the performance of the firm’s various fixed-income composites measured against the appropriate index benchmarks. All firm fixed income accounts, including mutual funds, regardless of whether they are included in such composites, are managed with the same general investment philosophy, approach and applicable allocations regarding duration, spreads and other fixed-income characteristics. Incentive compensation is not earned for performance below 0.25% of an applicable benchmark and the compensation pool is generally fully paid for performance exceeding 0.75% of an applicable benchmark.

There is no difference in terms of the way the firm compensates portfolio managers for managing a mutual fund or a private client account (or any other type of account for that matter). Instead, compensation is based on the entire employment relationship, not based on the performance of any single account or type of account.

Other Accounts Managed (as of October 31, 2012):

David Hottmann – Target Allocation Funds

Types of Accounts	Number of Other Accounts Managed	Total Assets in Accounts 4	Accounts with Performance-Based Advisory Fees	Total Assets in Accounts with Performance-Based Advisory Fees
Registered Investment Companies			0	$0
Other Pooled Investment Vehicles			0	$0
Other Accounts			0	$0

Patrick Ryan – Target Allocation Funds

Types of Accounts	Number of Other Accounts Managed	Total Assets in Accounts 1	Accounts with Performance-Based Advisory Fees	Total Assets in Accounts with Performance-Based Advisory Fees
Registered Investment Companies			0	$0
Other Pooled Investment Vehicles			0	$0
Other Accounts			0	$0

Mike Peters –Tax-Free Funds

Types of Accounts	Number of Other Accounts Managed	Total Assets in Accounts 1	Accounts with Performance-Based Advisory Fees	Total Assets in Accounts with Performance-Based Advisory Fees
Registered Investment Companies			0	$0
Other Pooled Investment Vehicles			0	$0
Other Accounts			0	$0

Chris Nisbet – Government Bond and High Quality Bond Funds

Types of Accounts	Number of Other Accounts Managed	Total Assets in Accounts 1	Accounts with Performance-Based Advisory Fees	Total Assets in Accounts with Performance-Based Advisory Fees
Registered Investment Companies			0	$0
Other Pooled Investment Vehicles			0	$0
Other Accounts			0	$0

Dean “Jack” Call – Core Bond and Diversified Income Funds (fixed income portion)

Types of Accounts	Number of Other Accounts Managed	Total Assets in Accounts 1	Accounts with Performance-Based Advisory Fees	Total Assets in Accounts with Performance-Based Advisory Fees
Registered Investment Companies			0	$0
Other Pooled Investment Vehicles			0	$0
Other Accounts			0	$0

Allen Olson – Corporate Bond Fund

Types of Accounts	Number of Other Accounts Managed	Total Assets in Accounts 1	Accounts with Performance-Based Advisory Fees	Total Assets in Accounts with Performance-Based Advisory Fees
Registered Investment Companies			0	$0
Other Pooled Investment Vehicles			0	$0
Other Accounts			0	$0

Paul Lefurgey – Tax-Free, Government Bond, Core Bond, High Quality Bond, and Corporate Bond Funds

Types of Accounts	Number of Other Accounts Managed	Total Assets in Accounts 1	Accounts with Performance-Based Advisory Fees	Total Assets in Accounts with Performance-Based Advisory Fees
Registered Investment Companies			0	$0
Other Pooled Investment Vehicles			0	$0
Other Accounts			0	$0

John Brown – Diversified Income (equity portion), Dividend Income and Large Cap Value Funds

Types of Accounts	Number of Other Accounts Managed	Total Assets in Accounts 1	Accounts with Performance-Based Advisory Fees	Total Assets in Accounts with Performance-Based Advisory Fees
Registered Investment Companies			0	$0
Other Pooled Investment Vehicles			0	$0
Other Accounts			0	$0

Jay Sekelsky – Dividend Income, Disciplined Equity, Investors, and Large Cap Value Funds

Types of Accounts	Number of Other Accounts Managed	Total Assets in Accounts 1	Accounts with Performance-Based Advisory Fees	Total Assets in Accounts with Performance-Based Advisory Fees
Registered Investment Companies			0	$0
Other Pooled Investment Vehicles			0	$0
Other Accounts			0	$0

Frank Burgess – Equity Income Fund

Types of Accounts	Number of Other Accounts Managed	Total Assets in Accounts 1	Accounts with Performance-Based Advisory Fees	Total Assets in Accounts with Performance-Based Advisory Fees
Registered Investment Companies			0	$0
Other Pooled Investment Vehicles			0	$0
Other Accounts			0	$0

Ray DiBernardo – Equity Income Fund

Types of Accounts	Number of Other Accounts Managed	Total Assets in Accounts 1	Accounts with Performance-Based Advisory Fees	Total Assets in Accounts with Performance-Based Advisory Fees
Registered Investment Companies			0	$0
Other Pooled Investment Vehicles			0	$0
Other Accounts			0	$0

Marian Quade – Disciplined Equity Fund

Types of Accounts	Number of Other Accounts Managed	Total Assets in Accounts 1	Accounts with Performance-Based Advisory Fees	Total Assets in Accounts with Performance-Based Advisory Fees
Registered Investment Companies			0	$0
Other Pooled Investment Vehicles			0	$0
Other Accounts			0	$0

Bruce Ebel – Large Cap Growth Fund

Types of Accounts	Number of Other Accounts Managed	Total Assets in Accounts 1	Accounts with Performance-Based Advisory Fees	Total Assets in Accounts with Performance-Based Advisory Fees
Registered Investment Companies			0	$0
Other Pooled Investment Vehicles			0	$0
Other Accounts			0	$0

4 Numbers are approximate.

Richard Eisinger – Mid Cap Fund

Types of Accounts	Number of Other Accounts Managed	Total Assets in Accounts 1	Accounts with Performance-Based Advisory Fees	Total Assets in Accounts with Performance-Based Advisory Fees
Registered Investment Companies			0	$0
Other Pooled Investment Vehicles			0	$0
Other Accounts			0	$0

Matt Hayner – Investors and Mid Cap Funds

Types of Accounts	Number of Other Accounts Managed	Total Assets in Accounts 1	Accounts with Performance-Based Advisory Fees	Total Assets in Accounts with Performance-Based Advisory Fees
Registered Investment Companies			0	$0
Other Pooled Investment Vehicles			0	$0
Other Accounts			0	$0

__________________________

1 Numbers are approximate.

Material Conflicts of Interest: Potential conflicts of interest may arise because Madison engages in portfolio management activities for clients other than the funds. For example, portfolio managers at Madison and its affiliates typically manage multiple accounts. These accounts may include, among others, mutual funds, separate accounts (assets managed on behalf of wealthy individuals as well as institutions such as pension funds, colleges and universities, insurance companies and foundations), subadvised accounts that we manage for other investment advisers and model accounts for which we only provide recommendations to our clients and do not have discretion to actually trade the accounts.

Our portfolio managers make investment decisions for each portfolio based on the investment objectives, policies, practices, and other relevant investment considerations that the managers believe are applicable to that portfolio. Consequently, portfolio managers may purchase (or sell) securities for one portfolio and not another portfolio. Likewise, we may purchase securities for one portfolio and sell the same security from another. To address the potential conflicts that occur as a result, Madison adopted a variety of portfolio security aggregation, brokerage and trade allocation policies which are designed to provide reasonable assurance that buy and sell opportunities are allocated fairly among clients. Likewise, Madison has policies to address “cross selling” from one account to another. In this manner, we seek to address any potential conflicts associated with managing multiple accounts for multiple clients. Also, as disclosed under the “Portfolio Manager Compensation” section, our portfolio managers’ compensation is determined in the same manner with respect to all portfolios managed by the portfolio manager.

In connection with the management of the Target Allocation Funds , trustees and officers of the Target Allocation Funds and the underlying affiliated mutual funds in which they invest (the “underlying Madison Funds”) and certain directors and officers of Madison and its affiliates also serve in similar positions with most of the underlying Madison Funds. Therefore, if the interests of the Target Allocation Funds and the underlying Madison Funds were ever to diverge, it is possible that a conflict of interest could arise and affect how fund Trustees and officers fulfill their fiduciary duties to the Target Allocation Funds and the underlying Madison Funds. Trustees of the Target Allocation Funds believe they have structured the Target Allocation Funds to avoid these concerns. However, a situation could conceivably occur where proper action for the Target Allocation Funds could be adverse to the interests of an underlying Madison Fund, or the reverse could occur. If such a possibility arises, Trustees and officers of the affected funds and the directors and officers of Madison will carefully analyze the situation and take all steps they believe are reasonable to minimize and, where possible, eliminate the potential conflict.

Fund Ownership: As of October 31, 2012, the portfolio managers ’ ownership in fund shares was as follows:

Name of Portfolio Manager	Large Cap Value 1	Large Cap Growth 1	Mid Cap Value 1	Equity Income 1
David Hottmann
Patrick Ryan
Mike Peters
Chris Nisbet
Dean “Jack” Call
Allen Olson
Paul Lefurgey
John Brown
Jay Sekelsky
Frank Burgess
Ray DiBernardo
Marian Quade
Bruce Ebel
Richard Eisinger
Matt Hayner

________________________________________

1 Dollar ranges are as follows: none; $1–$10,000; $10,001-$50,000; $50,001-$100,000; $100,001-$500,000; $500,001-$1 million; and over $1 million.

Shenkman Capital Management, Inc.

Compensation: SCM offers a highly competitive total compensation package. All team members receive a complete benefits package, base salary, and an annual bonus predicated on individual and firm performance. The percentage of compensation from salary and bonus varies by a team member’s merit. Typically, a bonus is a larger percentage of annual compensation for team members that have made contributions to the firm and achieved a long tenure with the firm.

Portfolio managers represent the majority of the firm’s senior management. Their compensation is not formally tied to a specific list of criteria. They are compensated based on their ability to implement the firm’s investment strategy, their ability to effectively perform their respective managerial functions, the overall investment performance of the firm, as well as the firm’s growth and profitability. All of the senior portfolio managers are owners of the firm.

Other Accounts Managed (as of October 31, 2012):

Mark Shenkman – High Income Fund

Types of Accounts	Number of Other Accounts Managed	Total Assets in Accounts 1	Accounts with Performance-Based Advisory Fees	Total Assets in Accounts with Performance-Based Advisory Fees 1
Registered Investment Companies
Other Pooled Investment Vehicles
Other Accounts

Frank Whitley – High Income Fund

Types of Accounts	Number of Other Accounts Managed	Total Assets in Accounts 1	Accounts with Performance-Based Advisory Fees	Total Assets in Accounts with Performance-Based Advisory Fees 1
Registered Investment Companies
Other Pooled Investment Vehicles
Other Accounts

Eric Dobbin – High Income Fund

Types of Accounts	Number of Other Accounts Managed	Total Assets in Accounts 1	Accounts with Performance-Based Advisory Fees	Total Assets in Accounts with Performance-Based Advisory Fees 1
Registered Investment Companies
Other Pooled Investment Vehicles
Other Accounts

__________________________

1 Numbers are approximate.

Material Conflicts of Interest: As a general matter, SCM attempts to minimize conflicts of interest. To that end, SCM has implemented policies and procedures for the identification of conflicts of interest, a full copy of which is set forth in the firm’s compliance manual. In accordance with this policy, SCM has identified certain potential conflicts of interest in connection with its management of the High Income Fund .

A potential conflict of interest may arise as a result of SCM’s management of other accounts with varying investment guidelines. SCM adheres to a systematic process for the approval, allocation and execution of trades. It is SCM’s basic policy that investment opportunities be allocated among client accounts with similar investment objectives fairly over time while attempting to maintain minimum dispersion of returns. Because of the differences in client investment objectives and strategies, risk tolerances, tax status and other criteria, there may, however, be differences among clients in invested positions and securities held. Moreover, SCM may purchase a security for one client account while appropriately selling that same security for another client account. Furthermore, SCM may sell securities for only some client accounts without selling the same securities for other client accounts. Certain accounts managed by SCM may also be permitted to sell securities short. Accordingly, SCM and its employees may take short positions in equity securities of certain issuers for their own account or for the account of any other client at the same time the debt securities, convertible securities or bank loans of such issuers are held long in client accounts. When SCM or its employees engages in short sales of securities they could be seen as harming the performance of one or more clients, including the High Income Fund, for the benefit of the account engaging in short sales if the short sales cause the market value of the securities to fall. Conversely, SCM and its employees may take long positions in equity securities of certain issuers for their own account or for the account of any other client at the same time the debt securities, convertible securities or bank loans of such issuers are sold out of client accounts. SCM also acts as investment manager to companies that have, or may in the future have, non-investment grade securities outstanding. SCM may purchase these securities for its client accounts, including for the High Income Fund. Additionally, SCM is not precluded from investing in securities of a company held in some of its client accounts in which such other of its clients have senior or subordinated rights relative to the other, or vice versa.

From time to time, SCM may have arrangements with brokers and/or affiliates of brokers who may recommend SCM’s products or services to their respective clients (in such capacity, “Sponsors/Consultants”). Generally, SCM does not compensate Sponsors/Consultants in connection with any such arrangements (to the extent SCM does compensate Sponsors/Consultants, the terms of such arrangements are disclosed in accordance with Rule 206(4)-3 under the Investment Advisers Act of 1940). A conflict of interest may arise because SCM may execute securities transactions on behalf of its clients, including the High Income Fund, through brokers who are, or who have affiliates who are, Sponsors/Consultants. As a fiduciary, SCM has an obligation to obtain best execution for its clients. The allocation of transactions to brokers who are (or that have affiliates who are) Sponsors/Consultants is subject at all times to SCM’s obligation to obtain best execution under the circumstances. SCM’s Chief Compliance Officer periodically monitors SCM’s arrangements with Sponsors/Consultants and its trading activity with brokers who are (or who have affiliates who are) Sponsors/Consultants to ensure that SCM has obtained best execution in accordance with its policies and procedures.

SCM permits its team members to trade securities for their own accounts. Investment personnel, through their position with the firm, are in a position to take investment opportunities for themselves before such opportunities are executed on behalf of clients. Thus, SCM has an obligation to assure that its team members do not “front-run” trades for clients or otherwise favor their own accounts. To that end, SCM maintains a personal trading policy that includes pre-clearance procedures that require team members to pre-clear all securities trades as well as shares of mutual funds for which SCM acts as subadviser.

SCM is entitled to receive performance fees from certain client accounts. The existence of those fees may incentivize the portfolio managers to disproportionately allocate investment opportunities to these accounts. SCM maintains an allocation policy and the firm’s chief compliance officer periodically reviews dispersion among the accounts and allocations to ensure that they are being allocated among all eligible accounts in an equitable manner.

SCM may execute transactions between or among client accounts (including rebalancing trades between client accounts) by executing simultaneous purchase and sale orders for the same security. Even in situations where SCM believes there is no disadvantage to its clients, these “cross trade” transactions may nonetheless create an inherent conflict of interest because SCM has a duty to obtain a price equitable for both the selling client and the purchasing client. When engaging in cross transactions, SCM ensures that all parties to the transaction receive at least as favorable a price as would be received if the transaction were executed on the open market.

Fund Ownership: As of October 31, 2012, neither Mark Shenkman, Frank Whitley nor Eric Dobbin owned any shares of the funds.

Wellington Management Company, LLP

Compensation. Wellington Management receives a fee based on the assets under management of the Small Cap Fund , as set forth in the Subadvisory Agreement between Wellington Management and Madison. Wellington Management pays its investment professionals out of its total revenues, including the advisory fees earned with respect to the Small Cap Fund. The following information relates to the fiscal year ended October 31, 2012.

Wellington Management’s compensation structure is designed to attract and retain high-caliber investment professionals necessary to deliver high quality investment management services to its clients. Wellington Management’s compensation of the Small Cap Fund’s managers listed in the prospectus who are primarily responsible for the day-to-day management of the Small Cap Fund (“Investment Professionals”) includes a base salary and incentive components. The base salary for each Investment Professional who is a partner of Wellington Management is generally a fixed amount that is determined by the Managing Partners of the firm. Each Investment Professional is eligible to receive an incentive payment based on the revenues earned by Wellington Management from the fund managed by the Investment Professional and generally each other account managed by such Investment Professional. Each Investment Professional’s incentive payment relating to the Small Cap Fund is linked to the gross pre-tax performance of the portion of the Small Cap Fund managed by the Investment Professional compared to the benchmark index and/or peer group identified below over one and three year periods, with an emphasis on three year results. Wellington Management applies similar incentive compensation structures (although the benchmarks or peer groups, time periods and rates may differ) to other accounts managed by these Investment Professionals, including accounts with performance fees.

Portfolio-based incentives across all accounts managed by an investment professional can, and typically do, represent a significant portion of an investment professional’s overall compensation; incentive compensation varies significantly by individual and can vary significantly from year to year. The Investment Professionals may also be eligible for bonus payments based on their overall contribution to Wellington Management’s business operations. Senior management at Wellington Management may reward individuals as it deems appropriate based on other factors. Each partner of Wellington Management is eligible to participate in a partner-funded, tax qualified retirement plan, the contributions to which are made pursuant to an actuarial formula. Messrs. McCormack and Pedersen are partners of the firm.

Fund	Benchmark Index and/or Peer Group for the Incentive Period
Small Cap Fund	Russell 2000 ® Value Index until 11/30/09; Russell 2000 ® Index thereafter

Other Accounts Managed (as of October 31, 2012):

Timothy McCormack – Small Cap Fund

Types of Accounts	Number of Other Accounts Managed	Total Assets in Accounts 1	Accounts with Performance-Based Advisory Fees	Total Assets in Accounts with Performance-Based Advisory Fees 1
Registered Investment Companies			0	$0
Other Pooled Investment Vehicles			0	$0
Other Accounts			0	$0

Shaun Pedersen – Small Cap Fund

Types of Accounts	Number of Other Accounts Managed	Total Assets in Accounts 1	Accounts with Performance-Based Advisory Fees	Total Assets in Accounts with Performance-Based Advisory Fees 1
Registered Investment Companies			0	$0
Other Pooled Investment Vehicles			0	$0
Other Accounts			0	$0

__________________________

1 Numbers are approximate.

Material Conflicts of Interest: Individual investment professionals at Wellington Management manage multiple accounts for multiple clients. These accounts may include mutual funds, separate accounts (assets managed on behalf of institutions, such as pension funds, insurance companies, foundations, or separately managed account programs sponsored by financial intermediaries), bank common trust accounts, and hedge funds. The Small Cap Fund’s managers listed in the

prospectus who are primarily responsible for the day-to-day management of the Small Cap Fund (“Investment Professionals”) generally manage accounts in several different investment styles. These accounts may have investment objectives, strategies, time horizons, tax considerations and risk profiles that differ from those of the Small Cap Fund. The Investment Professionals make investment decisions for each account, including the Small Cap Fund, based on the investment objectives, policies, practices, benchmarks, cash flows, tax and other relevant investment considerations applicable to that account. Consequently, the Investment Professionals may purchase or sell securities, including IPOs, for one account and not another account, and the performance of securities purchased for one account may vary from the performance of securities purchased for other accounts. Alternatively, these accounts may be managed in a similar fashion to the Small Cap Fund and thus the accounts may have similar, and in some cases nearly identical, objectives, strategies and/or holdings to that of the Small Cap Fund.

An Investment Professional or other investment professionals at Wellington Management may place transactions on behalf of other accounts that are directly or indirectly contrary to investment decisions made on behalf of the Small Cap Fund, or make investment decisions that are similar to those made for the Small Cap Fund, both of which have the potential to adversely impact the Small Cap Fund depending on market conditions. For example, an investment professional may purchase a security in one account while appropriately selling that same security in another account. Similarly, an Investment Professional may purchase the same security for the Small Cap Fund and one or more other accounts at or about the same time. In those instances the other accounts will have access to their respective holdings prior to the public disclosure of the Small Cap Fund’s holdings. In addition, some of these accounts have fee structures, including performance fees, which are or have the potential to be higher, in some cases significantly higher, than the fees Wellington Management receives for managing the Small Cap Fund. Because incentive payments paid by Wellington Management to the Investment Professionals are tied to revenues earned by Wellington Management, and, where noted, to the performance achieved by the manager in each account, the incentives associated with any given account may be significantly higher or lower than those associated with other accounts managed by a given Investment Professional. Finally, the Investment Professionals may hold shares or investments in the other pooled investment vehicles and/or other accounts identified above.

Wellington Management’s goal is to meet its fiduciary obligation to treat all clients fairly and provide high quality investment services to all of its clients. Wellington Management has adopted and implemented policies and procedures, including brokerage and trade allocation policies and procedures, which it believes address the conflicts associated with managing multiple accounts for multiple clients. In addition, Wellington Management monitors a variety of areas, including compliance with primary account guidelines, the allocation of IPOs, and compliance with the firm’s Code of Ethics, and places additional investment restrictions on investment professionals who manage hedge funds and certain other accounts. Furthermore, senior investment and business personnel at Wellington Management periodically review the performance of Wellington Management’s investment professionals. Although Wellington Management does not track the time an investment professional spends on a single account, Wellington Management does periodically assess whether an investment professional has adequate time and resources to effectively manage the investment professional’s various client mandates.

F und Ownership: As of October 31, 2012, neither Timothy McCormack nor Shaun Pederson owned any shares of the funds.

NorthRoad Capital Management LLC

Compensation: Please refer to the equity team disclosure under the heading “—Madison Asset Management, LLC,” above, for a discussion of the compensation structure applicable to NorthRoad portfolio management staff.

Other Accounts Managed (as of October 31 2012):

Chuck Saunders – NorthRoad International Fund

Types of Accounts	Number of Other Accounts Managed	Total Assets in Accounts 1	Accounts with Performance-Based Advisory Fees	Total Assets in Accounts with Performance-Based Advisory Fees 1
Registered Investment Companies
Other Pooled Investment Vehicles
Other Accounts

Jim Shore – NorthRoad International Fund

Types of Accounts	Number of Other Accounts Managed	Total Assets in Accounts 1	Accounts with Performance-Based Advisory Fees	Total Assets in Accounts with Performance-Based Advisory Fees 1
Registered Investment Companies
Other Pooled Investment Vehicles
Other Accounts

Ray Vars – NorthRoad International Fund

Types of Accounts	Number of Other Accounts Managed	Total Assets in Accounts 1	Accounts with Performance-Based Advisory Fees	Total Assets in Accounts with Performance-Based Advisory Fees 1
Registered Investment Companies
Other Pooled Investment Vehicles
Other Accounts

__________________________

1	Numbers are approximate.

Material Conflicts of Interest: Please refer to the material conflicts of interest disclosure under the heading “—Madison Asset Management, LLC,” above.

Fund Ownership: As of October 31, 2012, [did any of the PMs own any shares of the funds?] .

Lazard Asset Management LLC

Compensation: Lazard’s portfolio managers are generally responsible for managing multiple types of accounts that may, or may not, have similar investment objectives, strategies, risks and fees to those managed on behalf of the International Stock Fund . Portfolio managers responsible for managing the fund may also manage sub-advised registered investment companies, collective investment trusts, unregistered funds and/or other pooled investment vehicles, separate accounts, separately managed account programs (often referred to as “wrap accounts”) and model portfolios.

Lazard compensates portfolio managers by a competitive salary and bonus structure, which is determined both quantitatively and qualitatively. Salary and bonus are paid in cash, stock and restricted interests in funds managed by Lazard or its affiliates. Various factors are considered in the determination of a portfolio manager’s compensation. All of the portfolios managed by a portfolio manager are comprehensively evaluated to determine his or her positive and consistent performance contribution over time. Further factors include the amount of assets in the portfolios as well as qualitative aspects that reinforce Lazard’s investment philosophy such as leadership, teamwork and commitment.

Total compensation is not fixed, but rather is based on the following factors: (i) maintenance of current knowledge and opinions on companies owned in the portfolio; (ii) generation and development of new investment ideas, including the quality of security analysis and identification of appreciation catalysts; (iii) ability and willingness to develop and share ideas on a team basis; and (iv) the performance results of the portfolios managed by the investment team.

Variable bonus is based on the portfolio manager’s quantitative performance as measured by his or her ability to make investment decisions that contribute to the pre-tax absolute and relative returns of the accounts managed by them, by comparison of each account to a predetermined benchmark over the current fiscal year and the longer-term performance (3-, 5- or 10-year, if applicable) of such account, as well as performance of the account relative to peers. For purposes of measuring the performance of the portfolio managers who manage the International Stock Fund , the predetermined benchmark is the MSCI EAFE Index. In addition, the portfolio manager’s bonus can be influenced by subjective measurement of the manager’s ability to help others make investment decisions.

Other Accounts Managed (as of October 31 2012):

John Reinsberg – International Stock Fund

Types of Accounts	Number of Other Accounts Managed	Total Assets in Accounts 1	Accounts with Performance-Based Advisory Fees	Total Assets in Accounts with Performance-Based Advisory Fees 1
Registered Investment Companies
Other Pooled Investment Vehicles
Other Accounts

Michael Bennett – International Stock Fund

Types of Accounts	Number of Other Accounts Managed	Total Assets in Accounts 1	Accounts with Performance-Based Advisory Fees	Total Assets in Accounts with Performance-Based Advisory Fees 1
Registered Investment Companies
Other Pooled Investment Vehicles
Other Accounts

______________________________________

1 Numbers are approximate.

Michael Fry – International Stock Fund

Types of Accounts	Number of Other Accounts Managed	Total Assets in Accounts 1	Accounts with Performance-Based Advisory Fees	Total Assets in Accounts with Performance-Based Advisory Fees 1
Registered Investment Companies
Other Pooled Investment Vehicles
Other Accounts

Michael Powers – International Stock Fund

Types of Accounts	Number of Other Accounts Managed	Total Assets in Accounts 1	Accounts with Performance-Based Advisory Fees	Total Assets in Accounts with Performance-Based Advisory Fees 1
Registered Investment Companies
Other Pooled Investment Vehicles
Other Accounts

__________________________

1 Numbers are approximate.

Material Conflicts of Interest: Although the potential for conflicts of interest exist when an investment adviser and portfolio managers manage other accounts with similar investment objectives and strategies as the fund (“Similar Accounts”), Lazard has procedures in place that are designed to ensure that all accounts are treated fairly and that the fund is not disadvantaged, including procedures regarding trade allocations and “conflicting trades” (e.g., long and short positions in the same security, as described below). In addition, the fund, as a registered investment company, is subject to different regulations than certain of the Similar Accounts, and, consequently, may not be permitted to engage in all the investment techniques or transactions, or to engage in such techniques or transactions to the same degree, as the Similar Accounts.

Potential conflicts of interest may arise because of Lazard’s management of the fund and Similar Accounts. For example, conflicts of interest may arise with both the aggregation and allocation of securities transactions and allocation of limited investment opportunities, as Lazard may be perceived as causing accounts it manages to participate in an offering to increase Lazard’s overall allocation of securities in that offering, or to increase Lazard’s ability to participate in future offerings by the same underwriter or issuer. Allocations of bunched trades, particularly trade orders that were only partially filled due to limited availability and allocation of investment opportunities generally, could raise a potential conflict of interest, as Lazard may have an incentive to allocate securities that are expected to increase in value to preferred accounts. Initial public offerings, in particular, are frequently of very limited availability. Additionally, portfolio managers may be perceived to have a conflict of interest because of the large number of Similar Accounts, in addition to the fund, that they are managing on behalf of Lazard. Although Lazard does not track each individual portfolio manager’s time dedicated to each account, Lazard periodically reviews each portfolio manager’s overall responsibilities to ensure that they are able to allocate the necessary time and resources to effectively manage the fund. In

addition, Lazard could be viewed as having a conflict of interest to the extent that Lazard and/or portfolios managers have a materially larger investment in a Similar Account than their investment in the fund.

A potential conflict of interest may be perceived to arise if transactions in one account closely follow related transactions in a different account, such as when a purchase increases the value of securities previously purchased by the other account, or when a sale in one account lowers the sale price received in a sale by a second account. Lazard manages hedge funds that are subject to performance/incentive fees. Certain hedge funds managed by Lazard may also be permitted to sell securities short. When Lazard engages in short sales of securities of the type in which the fund invests, Lazard could be seen as harming the performance of the fund for the benefit of the account engaging in short sales if the short sales cause the market value of the securities to fall. As described above, Lazard has procedures in place to address these conflicts. Additionally, portfolio managers/analysts and portfolio management teams are generally not permitted to manage long-only assets alongside long/short assets, although may from time to time manage both hedge funds and long-only accounts, including open-end and closed-end registered investment companies.

The preceding chart includes information regarding the members of the portfolio management team responsible for managing the fund. Specifically, it shows the number of other portfolios and assets (as of the most recent fiscal year end) managed by each team member. As noted in the chart, the portfolio managers managing the fund may also individually be members of management teams that are responsible for managing Similar Accounts. A significant proportion of these Similar Accounts may be within separately managed account programs, where the third party program sponsor is responsible for applying specific client objectives, guidelines and limitations against the model portfolio managed by the portfolio management team. Regardless of the number of accounts, the portfolio management team still manages each account based on a model portfolio as previously described.

Fund Ownership: As of October 31, 2012, neither John Reinsberg, Michael Bennett, Michael Fry, nor Michael Powers owned any shares of the funds.

TRANSFER AGENT

Boston Financial Data Services, 2000 Crown Colony Drive, Quincy, Massachusetts 02169, is the funds’ transfer agent. Shareholders can reach a Madison Funds representative at 1-800-877-6089. Shareholder inquiries and transaction requests should be sent to:

Regular Mail: Madison Funds P.O. Box 8390 Boston, MA 02266-8390	Express, Certified or Registered Mail: Madison Funds c/o Boston Financial Data Services 30 Dan Road Canton, MA 02021-2809
CUSTODIAN

State Street Bank and Trust Company (“State Street”), 225 Franklin Street, Boston, Massachusetts 02110, is the custodian for the securities and cash of the funds.

In its capacity as custodian, State Street holds all securities and cash owned by the funds and receives all payments of income, payments of principal or capital distributions with respect to securities owned by the funds. Also, the custodian receives payment for the shares issued by the funds. The custodian releases and delivers securities and cash upon proper instructions from the funds. Pursuant to, and in furtherance of, a custody agreement with State Street, the funds use automated instructions and a cash data entry system to transfer monies to and from the funds’ account at the custodian.

DISTRIBUTION

Principal Distributor and Distribution of Fund Shares

MFD Distributor, LLC (f/k/a Mosaic Funds Distributor, LLC) (the “Distributor”), 8777 N. Gainey Center Drive, Suite 220, Scottsdale, Arizona 85258, acts as Madison Funds’ principal distributor pursuant to a Distribution Agreement between Madison Funds, on behalf of each fund, and the Distributor. The Distributor is a wholly owned subsidiary of MIH. The Distributor maintains a branch office at 550 Science Drive, Madison, Wisconsin, 53711. Shares of the funds

are offered continuously by the Distributor on behalf of the funds and are purchased and redeemed at NAV, plus the applicable sales charge (if any) on purchases and less the applicable contingent deferred sales charge (if any) on redemptions. The Distribution Agreement provides that the Distributor will use its best efforts to render services to the funds, but in the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of its obligations, it will not be liable to the funds or any shareholder for any error of judgment or mistake of law or any act or omission or for any losses sustained by the funds or the funds’ shareholders.

The aggregate dollar amount of underwriting commission (i.e., front-end sales loads) paid to the Distributor for the fiscal years ended October 31, 2012, 2011, and 2010 was $___________ , $1,143,690, and $1,379,846, respectively. Of these amounts, the Distributor retained $_______ , $138,865, and $166,036, respectively.

The aggregate dollar amount of compensation on redemptions (i.e., contingent deferred sales charges) paid to the Distributor for the fiscal years ended October 31, 2012, 2011, and 2010 was $___________ , $162,091, and $181,327, respectively. Of these amounts, the Distributor retained $_________, $162,091, and $181,327, respectively, and forwarded the remainder to unaffiliated selling brokers.

The table below shows the commissions and other compensation received by each principal underwriter, who is an affiliated person of Madison Funds or an affiliated person of that affiliated person, directly or indirectly, from Madison Funds during the fiscal year ended October 31, 2012:

Name of Principal Underwriter	Net Underwriting Discounts and Commissions 1	Compensation on Redemptions and Repurchases 2	Brokerage Commissions	Other Compensation 3
MFD Distributor, LLC			None

________________________

1 Reflects amount paid from front-end sales loads.

2 Reflects amount paid from contingent deferred sales charges.

3 Reflects amount paid under the distribution plans discussed below.

Distribution and Service Plans

Under the Distribution Agreement, the Distributor is obligated to use its best efforts to sell shares of Madison Funds. Shares of Madison Funds may be sold by selected broker-dealers (the “Selling Brokers”) which have entered into selling agency agreements with the Distributor. The Distributor accepts orders for the purchase of the shares of Madison Funds at the NAV next determined, plus any applicable sales charge. In connection with the sale of Class A shares of Madison Funds, the Distributor and Selling Brokers receive compensation from a sales charge imposed at the time of sale. In connection with the sale of Class B and Class C shares of Madison Funds, the Distributor and Selling Brokers receive compensation from a sales charge imposed on a deferred basis.

The Board of Trustees has also adopted distribution and/or service plans with respect to Madison Funds’ Class A, Class B and Class C shares (the “Plans”) pursuant to Rule 12b-1 under the 1940 Act. Under the Plans, with the exception of the Cash Reserves Fund , Madison Funds will pay service fees for Class A, Class B and Class C shares at an aggregate annual rate of 0.25% of each fund’s daily net assets attributable to the respective class of shares. Madison Funds will also pay distribution fees for Class B and Class C shares at an aggregate annual rate of 0.75% of each fund’s daily net assets attributable to Class B and Class C, respectively. The distribution fees will be used to reimburse the Distributor for its distribution expenses with respect to Class B and Class C shares, including but not limited to: (i) initial and ongoing sales compensation to Selling Brokers and others engaged in the sale of fund shares, (ii) marketing, promotional and overhead expenses incurred in connection with the distribution of fund shares and (iii) interest expenses on unreimbursed distribution expenses. The service fees will be used to compensate Selling Brokers and others for providing personal and account maintenance services to shareholders. Because Madison is required to reimburse the Distributor for any expenses incurred by the Distributor that exceed the revenue it receives, in the event that the Distributor is not fully reimbursed by Madison Funds for expenses it incurs under either the Class B Plan or the Class C Plan in any fiscal year, Madison will reimburse the Distributor for such excess expenses.

The Plans are “compensation plans” which means that payments under the Plans are based upon a percentage of daily net assets attributable to the respective class of shares of each fund, regardless of the amounts actually paid or expenses

actually incurred by the Distributor; however, in no event may such payments exceed the maximum allowable fee. It is, therefore, possible that the Distributor may realize a profit in a particular year as a result of these payments. In the event that fees payable to the Distributor under a Plan are less than the amount of expenses the Distributor incurs under the Plan in any fiscal year, the Distributor may carry these expenses forward, provided, however, that the Board may terminate the Plan and thus Madison Funds’ obligation to make further payments at any time. Accordingly, Madison Funds does not treat such expenses as a liability.

A fund may engage in joint distribution activities with other Madison Funds and to the extent the expenses are not allocated to a specific fund, expenses will be allocated based on the fund’s net assets.

The Plans must be approved annually by a majority of the Board, including a majority of Trustees who are not interested persons of Madison Funds and who have no direct or indirect financial interest in the operation of the Plans (the “Independent Trustees”), by votes cast in person at meetings called for the purpose of voting on such Plans.

Pursuant to the Plans, at least quarterly, the Distributor provides Madison Funds with a written report of the amounts expended under the Plans and the purpose for which these expenditures were made. The Board of Trustees reviews these reports on a quarterly basis to determine their continued appropriateness.

The Plans provide that they continue in effect only so long as their continuance is approved at least annually by a majority of both the Board and the Independent Trustees. Each Plan provides that it may be terminated without penalty: (a) by vote of a majority of the Independent Trustees; (b) by a vote of a majority of the votes attributable to a fund’s outstanding shares of the applicable class in each case upon 60 days’ written notice to the Distributor; and (c) automatically in the event of assignment. Each of the Plans further provides that it may not be amended to increase the maximum amount of the fees for the services described therein without the approval of a majority of the votes attributable to the outstanding shares of the class of Madison Funds which has voting rights with respect to the Plan. And finally, each of the Plans provides that no material amendment to the Plan will, in any event, be effective unless it is approved by a majority vote of both the Board and the Independent Trustees. The holders of Class A shares, Class B shares and Class C shares have exclusive voting rights with respect to the Plan applicable to their respective class of shares.

In adopting the Plans, the Board of Trustees concluded that, in its judgment, there is a reasonable likelihood that each Plan will benefit the holders of the applicable class of shares of the fund by increasing overall fund assets. The Board of Trustees determined that shareholders will benefit from an increase in fund assets in several ways, including: (i) providing the funds’ Investment Adviser greater presence in the marketplace; (ii) reducing the potential adverse impact of redemptions on the Investment Adviser to carry out each fund’s investment strategy; (iii) increasing each fund’s economies of scale by spreading fixed costs over a larger shareholder base; (iv) simplifying compliance with the diversification rules of the1940 Act and the Code; and (v) improving the image of the funds, making them more marketable.

The table below shows the dollar amounts spent by Madison Funds under the Plans for the fiscal year ended October 31, 2012 for each of the following items:

	Class A Plan	Class B Plan	Class C Plan
Advertising
Printing and mailing of prospectuses to other than current shareholders
Compensation to underwriters
Compensation to selling brokers
Compensation to sales personnel
Interest, carrying, or other financing charges
Total

BROKERAGE

Madison and the Subadvisers are responsible for: (1) decisions to buy and sell securities for each of the funds, (2) the selection of brokers and dealers to effect such transactions and (3) the negotiation of brokerage commissions, if any, charged on such transactions.

In general, Madison seeks to obtain prompt and reliable execution of orders at the most favorable prices or yields when purchasing and selling fund securities. In determining the best price and execution, Madison may take into account a dealer’s operational and financial capabilities, the type of transaction involved, the dealer’s general relationship with Madison and any statistical, research or other services the dealer provides it, including payment for Madison’s use of research services. This may include brokerage and research provided by third parties that is paid for by so-called “soft dollars” earned as a result of fund brokerage transactions (to the extent permitted by law or regulation). Research and statistical information regarding securities may be used by Madison for the benefit of all members of the mutual funds and other clients of MIH, Madison and their affiliates. Therefore, the funds may not be Madison’s only client that benefits from its receipt of research and brokerage from the brokers and dealers the funds use for their trading needs. However, as a policy matter, Madison will not pay higher commissions to any particular broker that provides it soft dollar brokerage or research benefits than Madison would pay to any other full-service institutional broker that did not provide such benefits (although “full service” commission rates are generally higher than “execution only” commission rates). Madison considers brokerage and research benefits earned through soft dollars in determining whether it is obtaining best execution of securities transactions for the funds. In the event that any non-price factors are taken into account and the execution price paid is increased, it would only be in reasonable relation to the benefit of such non-price factors to Madison Funds as Madison determines in good faith.

What is the “research” that is paid for with soft dollars? Research refers to services and/or products provided by a broker, the primary use of which must directly assist Madison in its “investment decision-making process” and not in the management of Madison. The term “Investment Decision-Making Process” refers to the quantitative and qualitative processes and related tools Madison uses in rendering investment advice to the funds and its other clients, including financial analysis, trading and risk analysis, securities selection, broker selection, asset allocation, and suitability analysis.

Research may be proprietary or third party. Proprietary research is provided directly from a broker (for example, research provided by broker analysts and employees about a specific security or industry or region, etc.). Third party research is provided by the payment by a broker, in full or in part, for research services provided by third parties. Both types of research may involve electronically and facsimile provided research and electronic portfolio management services and computer software supporting such research and services.

Typical third party research providers include, by way of example, First Call Notes, Bloomberg, Research Direct, First Call Earnings Per Share Estimates, Baseline, Bondedge, ISI, Bank Credit Analysis, S&P Creditweek, Global Sector Review, etc. For example, a tool that helps Madison decide what might happen to the price of a particular bond following a specific change in interest rates is considered research because it affects Madison’s decision making process regarding that bond.

Madison may receive from brokers products or services which are used by Madison both for research and for administrative, marketing or other non-research purposes. In such instances, Madison makes a good faith effort to determine the relative proportion of its use of such product/service that is for research. Only that portion of the research aspect of the cost of obtaining such product/service may be paid for using soft dollars. Madison pays the remaining portion of the cost of obtaining the product or service in cash from its own resources.

Although Madison believes that all its clients and those of its affiliates, including the funds, benefit from the research received by it from brokers, Madison may not necessarily use such research or brokerage services in connection with the accounts that paid commissions to or otherwise traded with the brokers providing such research or services in any given period.

Brokers or dealers who execute portfolio transactions for the funds may also sell fund shares; however, any such sales will not be either a qualifying or disqualifying factor in selecting brokers or dealers. Such activity is not considered when making portfolio brokerage decisions.

In addition to transactions on which Madison pays commissions, Madison may also engage in portfolio transactions directly with a dealer acting as a principal. As a result, the transaction will not involve payment of commissions. However, any purchases from an underwriter or selling group could involve payments of fees and concessions to the underwriting or selling group.

With respect to the Target Allocation Funds , shares of underlying funds, except for ETFs, will be purchased in principal transactions directly from the issuer of the underlying fund and brokers will not be used. The Target Allocation Funds will not incur any commissions or sales charges when they purchase shares of the underlying funds, except for ETFs, as they are traded on securities exchanges.

Madison monitors the brokerage policies and procedures of the Subadvisers on a periodic basis to ensure that such policies and procedures are generally consistent with the foregoing and that they comply with applicable law.

Madison’s policy and procedures with respect to brokerage is and will be reviewed by the Board of Trustees from time to time. Because of the possibility of further regulatory developments affecting the securities exchanges and brokerage practices generally, the foregoing policies and practices may be changed, modified or eliminated without prior notice to shareholders.

Madison Funds paid the following amounts in brokerage commissions for the fiscal years ended October 31:

Fund	2012	2011	2010
Conservative Allocation		―	$15
Moderate Allocation		―	71
Aggressive Allocation		―	―
Cash Reserves		―	―
Tax-Free Virginia
Tax-Free National
Government Bond
Core Bond		―	―
High Quality Bond
Corporate Bond
High Income		―	―
Diversified Income		21,432	32,241
Dividend Income
Equity Income		52,041	47,477
Disciplined Equity
Investors
Large Cap Value		109,795	199,770
Large Cap Growth		201,464	203,066
Mid Cap		140,921	54,956
Small Cap		16,547	14,911
NorthRoad International
International Stock		115,871	164,353
Total

During the fiscal year ended October 31, 2012, Madison Funds paid $__________ in brokerage commissions to firms for providing research services involving approximately $___________ of transactions. The provision of third party research services was not necessarily a factor in the placement of all of this business with such firms; however, as a general matter, trades may be placed on behalf of the funds with firms that provide research, subject to seeking to achieve best execution and compliance with applicable laws and regulations.

The following table indicates the value of each of the fund’s aggregate holdings of the securities of its regular brokers or dealers or their parents that derive form than 15% of gross revenues from securities-related activities for the fiscal year ended October 31, 2012:

Fund	Name of Regular Broker or Dealer of Parent (Issuer)	IRS Number	Type of Security Owned	Value Owned as of October 31, 2012

PROXY VOTING POLICIES, PROCEDURES AND RECORDS

Madison Funds, on behalf of each of the funds, has adopted the proxy voting policies and procedures of Madison and the applicable Subadvisers, the summaries of which may be found in Appendix A hereto. The policies and procedures are used to determine how to vote proxies relating to the funds’ portfolio securities. Included in the policies and procedures are procedures that are used on behalf of the funds when a vote presents a conflict of interest between the interests of: (1) the funds’ shareholders and (2) Madison, the funds’ Subadvisers (if any) and the Distributor.

Form N-PX, which contains the proxy voting records for each of the funds for the most recent twelve-month period ended June 30, is available to shareholders at no cost by calling 1-800-877-6089 or by logging onto the SEC’s web site at www.sec.gov.

SELECTIVE DISCLOSURE OF PORTFOLIO HOLDINGS

The funds’ portfolio holdings must be adequately protected to prevent the misuse of that information by a third party to the potential detriment of the shareholders. Accordingly, the funds have adopted, and the Board of Trustees has approved, policies and procedures designed to ensure that the disclosure of the funds’ portfolio holdings is in the best interest of the funds’ shareholders in the manner described below. Various non-fund advisory clients of Madison may hold portfolio securities substantially similar to those held by the funds. Although Madison has also adopted policies and procedures regarding the selective disclosure of the contents of those other clients’ portfolios and representative account portfolios, those policies and procedures may contain different procedures and limitations than the policies and procedures that apply to the disclosure of the funds’ portfolio holdings.

The funds’ portfolio holdings are made public, as required by law, in Madison Funds’ annual and semi-annual reports. These reports are filed with the SEC and mailed to shareholders within 60 days after the end of the relevant fiscal period. In addition, as required by law, the funds’ portfolio holdings as of fiscal quarter end are reported to the SEC within 60 days after the end of the funds’ first and third fiscal quarters and are available to any interested person. Also, with regard to the Cash Reserves Fund , portfolio holdings are disclosed on a monthly basis within five business days after the end of each month through the filing of Form N-MFP with the SEC. Such information is also posted to the following website: www.madisonfunds.com, at the same time.

The funds’ portfolio holdings information may be disseminated more frequently, or as of different periods, than as described above only when legitimate business purposes of the funds are served and the potential and actual conflicts of interest between the interests of fund shareholders and those of the funds’ affiliates are reviewed and considered. Selective disclosures could be considered to serve the legitimate business purposes of the funds, if (1) done to further the interests of the funds and (2) the disclosure is not expected to result in harm to the funds (such harm could occur by permitting third parties to trade ahead of, or front run, the funds or to effect trades in shares of the funds with information about portfolio holdings that other potential investors do not have). For example, the funds may provide portfolio holdings information to certain vendors that provide services that are important to the operations of the funds, or that assist Madison in providing services to the funds or in conducting its investment management business activities in general. Potential and actual conflicts of interest between the funds and their affiliates must also be reviewed and considered. For example, there may be situations where the disclosure facilitates portfolio management activities or the potential growth of the funds, which could legitimately serve the common interests of both the funds and Madison. However, selective disclosures will not be made for the benefit of Madison or its affiliates unless the disclosure would be in the interests of the funds or, at a minimum, result in no harm to the funds.

Currently, the funds’ portfolio holdings information is disseminated in the manner set forth above as required by law, and as set forth below. Neither Madison Funds, nor Madison or its affiliates, may receive any compensation in connection with an arrangement to make available information about the funds’ portfolio holdings.

With the exception of the Target Allocation Funds , each fund’s top ten holdings are made public by publication on Madison Funds’ website on a quarterly basis, typically 15 days after the end of the quarter concurrently with disclosure of applicable “fund summary” sheets. Unless made publicly available as described below, Madison Funds may distribute, on a monthly basis, portfolio holdings to mutual fund evaluation services such as Morningstar or Lipper Analytical Services; consultants to retirement plans such as Mercer; due diligence departments of broker-dealers and wirehouses that regularly

analyze the portfolio holdings of mutual funds before their public disclosure; and broker-dealers that may be used by Madison Funds, for the purpose of efficient trading and receipt of relevant research, provided that (a) a minimum of 30 days has passed since the end of the applicable month, and (b) the recipient does not regularly distribute the portfolio holdings or results of the analysis to third parties, other departments or persons who are likely to use the information for purposes of purchasing or selling the funds before the information becomes public.

The Target Allocation Funds invest primarily in other mutual funds and ETFs. Since the conflicts associated with front running, trading ahead of, or effecting trades in shares of the securities held has been mitigated due to the fund of funds structure, the Target Allocation Funds holdings will be made public ten days after each month end.

Notwithstanding the above, if, in the discretion of Madison Funds’ Chief Compliance Officer and the applicable portfolio manager(s) for any series of Madison Funds, more frequent and earlier public dissemination of portfolio holdings (to Madison Funds’ website) would not harm Madison Funds and would serve to further the interest of its shareholders (by, for example, encouraging additional investments in the applicable series of Madison Funds), then such holdings may be made public as early as seven days (five business days) after each month end.

The funds may also disclose any and all portfolio information to their service providers and others who generally need access to such information in the performance of their contractual duties and responsibilities and are subject to duties of confidentiality, including a duty not to trade on non-public information, imposed by law and/or contract. These service providers include the funds’ custodians, auditors, investment advisers, administrator, printers, proxy voting services and each of their respective affiliates and advisers. In connection with providing investment advisory services to its clients, Madison may utilize nonproprietary portfolio analytic tools offered by third party service providers to analyze portfolio composition. Madison also provides portfolio information to Morningstar and Lipper (35 day lag unless publicly disclosed sooner as described above) – for mutual fund analysis.

In addition, Wellington Management has ongoing arrangements to disclose non-public portfolio holdings information relating to the Small Cap Fund to the following parties: Brown Brothers Harriman & Co. (performs certain operational functions for Wellington Management and receives portfolio holdings information on a daily basis); FactSet Research Systems, Inc. (provides analytical services for Wellington Management and receives portfolio holdings information on a daily basis); Glass, Lewis & Co. (provides proxy voting services for Wellington Management and receives portfolio holdings information on a daily basis); Investment Technology Group, Inc. (provides analytical services for Wellington Management and receives portfolio holdings information on a daily basis); Markit WSO Corporation (performs certain operational functions on behalf of Wellington Management and receives portfolio holdings information on a daily basis); and State Street Bank and Trust Company (performs certain operational functions on behalf of Wellington Management and receives portfolio holdings information on a daily basis).

SCM discloses portfolio holdings of the High Income Fund to the following service providers for the sole purpose of assisting SCM in performing its services as subadviser to the High Income Fund : FactSet Research Systems, Inc. – analytics (daily); Kynex, Inc. – convertible securities analysis (daily); and Bloomberg, L.P. – trade order management system (daily).

Any exceptions to the above disclosure rules must be pre-approved by Madison Funds’ chief compliance officer. There can be no assurance that the funds’ policies and procedures on disclosure of portfolio holdings will protect the funds from misuse of such information by individuals or entities that come into possession of the information.

CODES OF ETHICS

Madison Funds, Madison and the Distributor have adopted a joint code of ethics under Rule 17j-1 of the 1940 Act that covers the conduct (including the personal securities transactions) of each of their respective officers, trustees and employees. Each of the funds’ Subadvisers has likewise adopted a code of ethics that covers the conduct and personal securities transactions of its officers, managers, and employees.

In general, the codes of ethics restrict purchases or sales of securities being purchased or sold, or being considered for purchase or sale, on behalf of Madison Funds by any person subject to the code. In addition, the codes restrict such persons in their purchases of securities in an initial public offering and in private offerings of securities. The codes of ethics also establish certain “blackout periods” during which persons subject to the code, or certain classes of persons,

may not effect personal securities transactions. Certain specified transactions are exempt from the provisions of the codes of ethics.

The codes of ethics generally prohibit employees from engaging in personal securities transactions in any security that a Madison client might trade within seven days before or after the employee. Employees must request preclearance to trade any securities that are not otherwise specifically exempted from this preclearance requirement. Securities exempt from preclearance are mutual funds, U.S. Treasury securities and certain securities identified by Madison’s preclearance officer as securities that will not be held in any client (or fund) portfolio. Madison (or its affiliates) may manage accounts of its employees in the same manner as other clients pursuant to a particular model or strategy. When managing employee accounts, in order to address potential conflicts of interest, Madison must trade the employee account at the conclusion of trading of all other clients managed pursuant to the same strategy (including any fund portfolio managed pursuant to a particular strategy) and employee accounts must be managed in the same manner as the applicable strategy model without exceptions. Likewise, employees may establish accounts with independent asset managers and are not required to obtain preclearance for transactions in their accounts as long as the independent asset manager provides written confirmation to Madison that Madison’s employees are prohibited from exercising any discretion over the account.

SHARES OF MADISON FUNDS

Shares of Beneficial Interest

The Declaration of Trust permits the Board of Trustees to issue an unlimited number of full and fractional shares of beneficial interest of Madison Funds without par value. Under the Declaration of Trust, the Board of Trustees has the authority to create and classify shares of beneficial interest in separate series, without further action by shareholders. As of the date of this SAI, the Board of Trustees has authorized shares of each of the series or funds described in the prospectuses. Additional series may be added in the future. The Declaration of Trust also authorizes the Board of Trustees to classify and reclassify the shares of Madison Funds, or new series of Madison Funds, into one or more classes. As of the date of this SAI, the Board of Trustees has authorized the issuance of five classes of shares of the funds, designated as Class A, Class B, Class C, Class Y and Class R6. Additional classes of shares may be offered in the future.

The shares of each class of each fund represent an equal proportionate interest in the aggregate net assets attributable to that class of that fund. Holders of Class A shares, Class B shares, Class C shares, Class Y shares and Class R6 shares have certain exclusive voting rights on matters relating to their respective class of shares. The different classes of a fund may bear different expenses relating to the cost of holding shareholder meetings necessitated by the exclusive voting rights of any class of shares.

Dividends paid by each fund, if any, with respect to each class of shares will be calculated in the same manner, at the same time and on the same day and will be in the same amount, except for differences resulting from the fact that: (i) the distribution and service fees relating to Class A, Class B and Class C shares will be borne exclusively by that class; (ii) Class B and Class C shares will pay higher distribution and service fees than Class A shares; and (iii) each of Class A shares, Class B shares, Class C shares, Class Y shares and Class R6 shares will bear any other class expenses properly allocable to such class of shares, subject to the requirements imposed by the Internal Revenue Service (the “IRS”) on funds having a multiple-class structure. Similarly, the NAV per share may vary depending on whether Class A shares, Class B shares, Class C shares, Class Y shares or Class R6 shares are purchased.

In the event of liquidation, shareholders of each class of each fund are entitled to share pro rata in the net assets of the class of the fund available for distribution to these shareholders. Shares entitle their holders to one vote per dollar value of shares, are freely transferable and have no preemptive, subscription or conversion rights. When issued, shares are fully paid and non-assessable.

Share certificates will not be issued.

Voting Rights

Each fund share is entitled to one vote and fractional shares are entitled to fractional votes. Unless otherwise required by the 1940 Act or the Declaration of Trust, Madison Funds has no intention of holding annual meetings of shareholders. Fund shareholders may remove a trustee by the affirmative vote of at least two-thirds of Madison Funds’ votes attributable to the outstanding shares and the Board of Trustees shall promptly call a meeting for such purpose when

requested to do so in writing by the record holders of not less than 10% of the votes attributable to the outstanding shares of Madison Funds. Shareholders may, under certain circumstances, communicate with other shareholders in connection with requesting a special meeting of shareholders. However, at any time that less than a majority of Trustees holding office were elected by the shareholders, the Board will call a special meeting of shareholders for the purpose of electing trustees.

Limitation of Shareholder Liability

Generally, Delaware statutory trust shareholders are not personally liable for obligations of the Delaware statutory trust under Delaware law. The Delaware Statutory Trust Act (“DSTA”) provides that a shareholder of a Delaware statutory trust shall be entitled to the same limitation of liability extended to shareholders of private for-profit corporations. The Declaration of Trust expressly provides that Madison Funds has been organized under the DSTA and that the Declaration of Trust is to be governed by and interpreted in accordance with Delaware law. It is nevertheless possible that a Delaware statutory trust, such as Madison Funds, might become a party to an action in another state whose courts refuse to apply Delaware law, in which case Madison Funds’ shareholders could possibly be subject to personal liability.

To guard against this risk, the Declaration of Trust: (1) contains an express disclaimer of shareholder liability for acts or obligations of Madison Funds and provides that notice of such disclaimer may be given in each agreement, obligation and instrument entered into or executed by Madison Funds or its trustees; (2) provides for the indemnification out of fund property of any shareholders held personally liable for any obligations of Madison Funds or any fund; and (3) provides that Madison Funds shall, upon request, assume the defense of any claim made against any shareholder for any act or obligation of Madison Funds and satisfy any judgment thereon. Thus, the risk of a shareholder incurring financial loss beyond his or her investment because of shareholder liability is limited to circumstances in which all of the following factors are present: (1) a court refuses to apply Delaware law; (2) the liability arose under tort law or, if not, no contractual limitation of liability was in effect; and (3) Madison Funds itself would be unable to meet its obligations. In the light of DSTA, the nature of Madison Funds’ business, and the nature of its assets, the risk of personal liability to a shareholder is remote.

Limitation of Trustee and Officer Liability

The Declaration of Trust further provides that Madison Funds shall indemnify each of its trustees and officers against liabilities and expenses reasonably incurred by them, in connection with, or arising out of, any action, suit or proceeding, threatened against or otherwise involving such trustee or officer, directly or indirectly, by reason of being or having been a trustee or officer of Madison Funds. The Declaration of Trust does not authorize Madison Funds to indemnify any trustee or officer against any liability to which he or she would otherwise be subject by reason of or for willful misfeasance, bad faith, gross negligence or reckless disregard of such person’s duties.

Limitation of Interseries Liability

All persons dealing with a fund must look solely to the property of that particular fund for the enforcement of any claims against that fund, as neither Trustees, officers, agents nor shareholders assume any personal liability for obligations entered into on behalf of a fund or Madison Funds. No fund is liable for the obligations of any other fund. Since the funds use more than one combined prospectus, however, it is possible that one fund might become liable for a misstatement or omission in the prospectus regarding another fund with which its disclosure is combined.

NET ASSET VALUE OF SHARES

The NAV per share for all classes of shares is calculated as of the close of regular trading on the New York Stock Exchange (usually 3:00 p.m., Central Time) on each day on which the New York Stock Exchange is open for trading. NAV per share is determined by dividing each fund’s total net assets by the number of shares of such fund outstanding at the time of calculation. Total net assets are determined by adding the total current value of portfolio securities (including shares of other investment companies), cash, receivables, and other assets and subtracting liabilities. Since the assets of each Target Allocation Fund consist primarily of shares of underlying funds, the NAV of each Target Allocation Fund is determined based on the NAVs of the underlying funds. Shares will be sold and redeemed at the NAV per share next determined after receipt in good order of the purchase order or request for redemption.

Cash Reserves Fund

The Board of Trustees has determined that the best method currently available for determining the NAV for the Cash Reserves Fund is the amortized cost method. The Board will utilize this method pursuant to Rule 2a-7 of the 1940 Act. Rule 2a-7 obligates the Board of Trustees, as part of its responsibility within the overall duty of care owed to the shareholders, to establish procedures reasonably designed, taking into account current market conditions and the fund’s investment objectives, to stabilize the NAV per share as computed for the purpose of maintaining an NAV of $1.00 per share. The procedures include periodically monitoring, as deemed appropriate and at such intervals as are reasonable in light of current market conditions, the relationship between the amortized cost value per share and the NAV per share based upon available market quotations. The Board of Trustees will consider what steps should be taken, if any, in the event of a difference of more than ½ of one percent (0.5%) between the two. The Board will take such steps as it considers appropriate (e.g., redemption in kind or shortening the average portfolio maturity) to minimize any material dilution or other unfair results which might arise from differences between the two. Rule 2a-7 requires that the Cash Reserves Fund limit its investments to instruments which Madison determines will present minimal credit risks and which are of high quality as determined by a major rating agency, or, in the case of any instrument that is not so rated, of comparable quality as determined by Madison. It also calls for the Cash Reserves Fund to maintain a dollar weighted average portfolio maturity (not more than 60 days) appropriate to its objective of maintaining a stable NAV of $1.00 per share and precludes the purchase of any instrument with a remaining maturity of more than 397 days. Should the disposition of a portfolio security result in a dollar weighted average portfolio maturity of more than 60 days, the Cash Reserves Fund will invest its available cash in such manner as to reduce such maturity to 60 days or less as soon as reasonably practicable.

It is the normal practice of the Cash Reserves Fund to hold portfolio securities to maturity. Therefore, unless a sale or other disposition of a security is mandated by redemption requirements or other extraordinary circumstances, the Cash Reserves Fund will realize the par value of the security. Under the amortized cost method of valuation traditionally employed by institutions for valuation of money market instruments, neither the amount of daily income nor the NAV is affected by any unrealized appreciation or depreciation. In periods of declining interest rates, the indicated daily yield on shares of the Cash Reserves Fund (computed by dividing the annualized daily income by the NAV) will tend to be higher than if the valuation were based upon market prices and estimates. In periods of rising interest rates, the indicated daily yield of shares the Cash Reserves Fund (if any) will tend to be lower than if the valuation were based upon market prices and estimates.

Portfolio Valuation

Equity securities and exchange-traded funds (“ETFs”) listed on any U.S. or foreign stock exchange or quoted on the National Association of Securities Dealers Automated Quotation System (“NASDAQ”) are valued at the last quoted sale price or official closing price on that exchange or NASDAQ on the valuation day (provided that, for securities traded on NASDAQ, the funds utilize the NASDAQ Official Closing Price). If no sale occurs, (a) equities traded on a U.S. exchange or on NASDAQ are valued at the mean between the closing bid and closing asked prices, and (b) equity securities traded on a foreign exchange are valued at the official bid price. Debt securities purchased with a remaining maturity of 61 days or more are valued by a pricing service selected by Madison Funds or on the basis of dealer-supplied quotations. Investments in shares of open-ended mutual funds, including money market funds, are valued at their daily NAV which is calculated as of the close of regular trading (usually 3:00 p.m., Central Time) on each day on which the New York Stock Exchange is open for business. NAV per share is determined by dividing each fund’s total net assets by the number of shares of such fund outstanding at the time of calculation. Because the assets of the Target Allocation Funds consist primarily of shares of underlying funds, the NAV of each of those funds is determined based on the NAV’s of the underlying funds. Total net assets are determined by adding the total current value of portfolio securities, cash, receivables, and other assets and subtracting liabilities. Short-term instruments having maturities of 60 days or less and all securities in the Cash Reserves Fund are valued on an amortized cost basis, which approximates market value.

Over-the-counter securities not quoted or traded on NASDAQ are valued at the last sale price on the valuation day. If no sale occurs on the valuation day, an over-the-counter security is valued at the mean between the last bid and asked prices. Over-the-counter options are valued based upon prices provided by market makers in such securities or dealers in such currencies. Exchange-traded options are valued at the last sale or bid price on the exchange where such option contract is principally traded. Spot and forward foreign currency exchange contracts are valued based on quotations supplied by dealers in such contracts. Overnight repurchase agreements are valued at cost, and term repurchase agreements (i.e., those

whose maturity exceeds seven days), swaps, caps, collars and floors are valued at the average of the closing bids obtained daily from at least one dealer.

The value of all assets and liabilities expressed in foreign currencies will be converted into U.S. dollar values using the then-current exchange rate.

All other securities for which either quotations are not readily available, no other sales have occurred, or, in the opinion of Madison Funds’ Pricing Committee (the “Pricing Committee”), cannot otherwise be valued based on an objective, observable, unadjusted quoted market price (or should not use that price because it would not represent the security’s fair value) are appraised at their fair values as determined in good faith by the Pricing Committee and under the general supervision of the Board of Trustees. When fair value pricing of securities is employed, the prices of securities used by the funds to calculate NAV may differ from market quotations or official closing prices. Because the Target Allocation Funds primarily invest in underlying funds, government securities and short-term paper, it is not anticipated that the Pricing Committee will need to “fair” value any of the investments of these funds. However, an underlying fund may need to “fair” value one or more of its investments, which may, in turn, require the Target Allocation Funds to do the same because of delays in obtaining the underlying fund’s NAV.

A fund’s investments (or underlying fund) will be valued at fair value if, in the judgment of the Pricing Committee, an event impacting the value of an investment occurred between the closing time of a security’s primary market or exchange (for example, a foreign exchange or market) and the time the fund’s share price is calculated. Significant events may include, but are not limited to, the following: (1) significant fluctuations in domestic markets, foreign markets or foreign currencies; (2) occurrences not directly tied to the securities markets such as natural disasters, armed conflicts or significant government actions; and (3) major announcements affecting a single issuer or an entire market or market sector. In responding to a significant event, the Pricing Committee would determine the fair value of affected securities considering factors including, but not limited to: fundamental analytical data relating to the investment; the nature and duration of any restrictions on the disposition of the investment; and the forces influencing the market(s) in which the investment is purchased or sold. The Pricing Committee may rely on an independent fair valuation service to adjust the valuations of foreign equity securities based on specific market-movement parameters established by the Committee and approved by Madison Funds.

The Pricing Committee is comprised of the following employees of Madison: Greg Hoppe, Katherine Frank, Paul Lefurgey and Jay Sekelsky.

DISTRIBUTIONS AND TAXES

Distributions

It is the intention of Madison Funds to distribute substantially all of the net income, if any, of each fund thereby avoiding the imposition of any fund-level income or excise tax, as described below. Distributions shall be made in the following manner:

(i)

Distributions of net investment company taxable income (which includes dividends, interest, net short-term capital gains, and net gains from foreign currency transactions) with respect to the Cash Reserves Fund will be declared and paid daily and reinvested monthly in additional full and fractional shares of such fund, unless otherwise directed;

(ii)

Distributions of net investment company taxable income, if any, with respect to the Tax-Free Virginia, Tax-Free National, Government Bond, Core Bond, Corporate Bond, High Income and Diversified Income Funds will be declared and reinvested monthly in additional full and fractional shares of the respective fund, unless otherwise directed; and

(iii)

Distributions of net investment company taxable income, if any, with respect to the Conservative Allocation, High Quality Bond, Dividend Income and Equity Income Funds will be declared and reinvested quarterly in additional full and fractional shares of the fund, unless otherwise directed; and

(iv)	Distributions of net investment company taxable income, if any, with respect to the Moderate Allocation , Aggressive Allocation, Disciplined Equity, Investors, Large Cap Value, Large Cap Growth, Mid Cap,

Small Cap, NorthRoad International and International Stock Funds will be declared and reinvested annually in additional full and fractional shares of the respective fund, unless otherwise directed; and

(v)	All net realized short-term and long-term capital gains of each fund, if any, will be declared and distributed at least annually, but in any event, no more frequently than allowed under SEC rules, to the shareholders of each fund to which such gains are attributable.

Federal Tax Status of the Funds

Qualification as Regulated Investment Company. Each fund will be treated as a single, separate entity for federal income tax purposes so that income earned and capital gains and losses realized by Madison Funds’ other portfolios will be separate from those realized by each fund.

Each fund intends to meet the requirements of Subchapter M of the Code applicable to regulated investment companies. In the event a fund fails to qualify as a “regulated investment company” under Subchapter M (and is ineligible for, or chooses not to take advantage of, available remediation provisions), it will be treated as a regular corporation for federal income tax purposes. Accordingly, such fund would be subject to federal income taxes on the full amount of its taxable income and gains, and any distributions that such fund makes would not qualify for the dividends paid deduction. This would increase the cost of investing in such fund for shareholders and would make it more economical for shareholders to invest directly in securities held by such fund instead of investing indirectly in securities through such fund. Given these risks, compliance with the above requirements is carefully monitored by Madison and each fund intends to comply with these requirements as they exist or as they may be modified from time to time.

A fund must meet several requirements to maintain its status as a regulated investment company . These requirements include the following: (1) at least 90% of its gross income for each taxable year must be derived from (a) dividends, interest, payments with respect to loaned securities, gains from the sale or disposition of securities (including gains from related investments in foreign currencies), and other income (including gains from options or forward contracts) derived with respect to its business of investing in such securities or currencies, and (b) net income derived from an interest in a “qualified publicly traded partnership;” and (2) at the close of each quarter of the fund’s taxable year, (a) at least 50% of the value of the fund’s total assets must consist of cash, cash items, securities of other regulated investment companies , U.S. Government securities and other securities (provided that no more than 5% of the value of the fund may consist of such other securities of any one issuer, and the fund may not hold more than 10% of the outstanding voting securities of any issuer), and (b) the fund must not invest more than 25% of its total assets in the securities of any one issuer (other than U.S. Government securities or the securities of other regulated investment companies), the securities of two or more issuers that are controlled by the fund and that are engaged in the same or similar trades or businesses or related trades or businesses, or the securities of one or more “qualified publicly traded partnerships.”

A regulated investment company generally must distribute in each calendar year an amount equal to at least the sum of: (1) 98% of its ordinary taxable income for the year, (2) 98% of its capital gain net income for the 12 months ended on October 31 of that calendar year and (3) any ordinary income or net capital gain income not distributed in prior years. To the extent that a regulated investment company fails to do this, it is subject to a 4% nondeductible federal excise tax on undistributed earnings. Therefore, in order to avoid the federal excise tax, each fund must make (and Madison Funds intends that each will make) the foregoing distributions.

Each fund generally will endeavor to distribute (or be deemed to distribute) to its respective shareholders all of such fund’s net investment company taxable income and net capital gain, if any, for each taxable year so that such fund will not incur federal income or excise taxes on its earnings. However, no assurances can be given that these anticipated distributions will be sufficient to eliminate all taxes.

Capital Loss Carryforward. As of October 31, 2012, the following funds had capital loss “carryforwards” as indicated below. To the extent provided in the Code and regulations thereunder, a fund may carry forward such capital losses to offset realized capital gains in future years. To the extent that these losses are used to offset future capital gains, it is probable that the gains so offset will not be distributed to shareholders because they would be taxable as ordinary income. [insert when available]

	Carryover Expiring in:
Fund	2012	2013	2014	2015	2016	2017	2018

Investments in Foreign Securities. If a fund purchases foreign securities, interest and dividends received by the fund may be subject to income withholding or other taxes imposed by foreign countries and U.S. possessions that could reduce the return on these securities. Tax treaties and conventions between the United States and certain foreign countries, however, may reduce or eliminate the amount of foreign taxes to which a fund would be subject. Also, many foreign countries do not impose taxes on capital gains in respect of investments by foreign investors. The effective rate of foreign tax cannot be predicted since the amount of fund assets to be invested within various countries is uncertain. However, Madison Funds intends to operate so as to qualify for treaty-reduced tax rates when applicable.

A fund may invest in the stock of certain foreign companies that constitute passive foreign investment companies (“PFICs”). There are several elections available under federal law to determine how the fund’s shareholders will be taxed on PFIC investments. Depending upon the election the fund selects, the fund’s shareholders may be subject to federal income taxes (either capital or ordinary) with respect to a taxable year attributable to a PFIC investment, even though the fund receives no distribution from the PFIC and does not dispose of the PFIC investment during such year, and/or the fund’s shareholders may be subject to federal income taxes upon the disposition of the PFIC investments. Any fund that acquires stock in foreign corporations may limit and/or manage its holdings in PFICs to minimize its tax liability.

If more than 50% of the value of a fund’s total assets at the close of its taxable year consists of securities of foreign corporations, it will be eligible to, and may, file an election with the IRS that would enable its shareholders, in effect, to receive the benefit of the foreign tax credit with respect to any foreign and U.S. possessions income taxes paid by it. Pursuant to the election, a fund would treat those taxes as dividends paid to its shareholders and each shareholder would be required to (1) include in gross income, and treat as paid by him, his proportionate share of those taxes, (2) treat his share of those taxes and of any dividend paid by the fund that represents income from foreign or U.S. possessions sources as his own income from those sources, and (3) either deduct the taxes deemed paid by him in computing his taxable income or, alternatively, use the foregoing information in calculating the foreign tax credit against his federal income tax. Each fund will report to its shareholders shortly after each taxable year their respective share of its income from sources within, and taxes paid to, foreign countries and U.S. possessions if it makes this election. The Code may limit a shareholder’s ability to claim a foreign tax credit. Shareholders who elect to deduct their portion of the fund’s foreign taxes rather than take the foreign tax credit must itemize deductions on their income tax returns. The International Funds anticipate that they may qualify for and make this election in most, but not necessarily all, of their taxable years.

Investments with Original Issue Discount. Each fund that invests in certain payment-in-kind instruments, zero coupon securities or certain deferred interest securities (and, in general, any other securities with original issue discount or with

market discount if the fund elects to include market discount in current income) must accrue income on such investments prior to the receipt of the corresponding cash. However, because each fund must meet the 90% distribution requirement to qualify as a regulated investment company and each fund seeks to avoid any imposition of the excise tax, a fund may have to dispose of its portfolio investments under disadvantageous circumstances to generate cash, or may have to leverage itself by borrowing the cash, to satisfy distribution requirements.

Federal Tax Treatment of Options and Foreign Currency Transactions. Certain option transactions have special tax results for the funds. Expiration of a call option written by a fund will result in short-term capital gain. If the call option is exercised, the fund will realize a gain or loss from the sale of the security covering the call option and, in determining such gain or loss, the option premium will be included in the proceeds of the sale.

If a fund writes options other than “qualified covered call options,” as defined in Section 1092 of the Code, or purchases puts, any losses on such options transactions, to the extent they do not exceed the unrealized gains on the securities covering the options, may be subject to deferral until the securities covering the options have been sold.

A fund’s investment in Section 1256 contracts, such as most foreign currency forward contracts traded in the interbank market and options on most stock indices, are subject to special tax rules. All Section 1256 contracts held by a fund at the end of its taxable year are required to be marked to their market value, and any unrealized gain or loss on those positions will be included in the fund’s income as if each position had been sold for its fair market value at the end of the taxable year. The resulting gain or loss will be combined with any gain or loss realized by a fund from positions in Section 1256 contracts closed during the taxable year. Provided such positions were held as capital assets and were not part of a “hedging transaction” nor part of a “straddle,” 60% of the resulting net gain or loss will be treated as long-term capital gain or loss, and 40% of such net gain or loss will be treated as short-term capital gain or loss, regardless of the period of time the positions were actually held by a fund.

The preceding rules regarding options and foreign currency transactions may cause a fund to recognize income without receiving cash with which to make distributions in amounts necessary to satisfy the 90% distribution requirement and the excise tax avoidance requirements described above. To mitigate the effect of these rules and prevent disqualification of a fund as a regulated investment company, Madison Funds seeks to monitor transactions of each fund, seeks to make the appropriate tax elections on behalf of each fund and seeks to make the appropriate entries in each fund’s books and records when the fund acquires any option, futures contract or hedged investment.

The federal income tax rules applicable to interest rate swaps, caps and floors are unclear in certain respects, and a fund may be required to account for these transactions in a manner that, in certain circumstances, may limit the degree to which it may utilize these transactions.

Shareholder Taxation

The following discussion applies to all funds, except the Tax-Free Funds :

Distributions. Distributions from a fund’s net investment company taxable income (which includes dividends, interest, net short-term capital gains, and net gains from foreign currency transactions), if any, generally are taxable as ordinary income whether reinvested or received in cash, unless such distributions are attributable to “qualified dividend” income eligible for the reduced rate of tax on long-term capital gains or unless you are exempt from taxation or entitled to a tax deferral. Currently, the maximum rate applicable to long-term capital gains, and thus to qualified dividend income, is set at 15%.

Generally, “qualified dividend” income includes dividends received during the taxable year from certain domestic corporations and “qualified foreign corporations.” PFICs and corporations incorporated in a country that does not have an income tax treaty and an exchange of information program with the U.S. are not qualified foreign corporations. The portion of a distribution that the fund pays that is attributable to qualified dividend income received by the fund will qualify for such treatment in the hands of the noncorporate shareholders of the fund. If a fund has income of which more than 95% was qualified dividends, all of the fund’s dividends will be eligible for the lower rates on qualified dividends. Certain holding period requirements applicable to both the fund and the shareholder also must be satisfied to obtain qualified dividend treatment.

Distributions of non-qualified dividend income, interest income, other types of ordinary income, and short-term capital gains will be taxed at the ordinary income tax rate applicable to the taxpayer whether reinvested or received in cash. Distributions paid by each fund from net capital gains (the excess of net long-term capital gains over short-term capital losses) are taxable as long-term capital gains whether reinvested or received in cash and regardless of the length of time you have owned your shares.

Any dividend declared by a fund in October, November, or December of any calendar year, payable to shareholders of record on a specified date in such a month and actually paid during January of the following year, is treated as if it had been received by the shareholders on December 31 of the year in which the dividend was declared.

Dividends Received Deduction. Assuming a fund qualifies as regulated investment company, the dividends received deduction for shareholders of such fund who are corporations will apply to ordinary income distributions to the extent the distribution represents amounts that would qualify for the dividends received deduction to the fund if such fund were a regular corporation, and to the extent designated by the fund as so qualifying.

The following discussion applies to the Tax-Free Funds only:

Distributions. Shareholders of a fund will be subject to federal income tax on any ordinary net income and net capital gains realized by the fund and distributed to them as regular or capital gains dividends. It does not matter whether the dividend is distributed in cash or in the form of additional shares. Generally, dividends declared by the funds during October, November or December of any calendar year and paid to shareholders before February 1 of the following year will be treated for tax purposes as received in the year the dividend was declared. Exemption from federal income tax of dividends derived from municipal securities does not necessarily result in an exemption under the tax laws of any state or local taxing authority. A shareholder may be exempt from state and local taxes on dividends derived from municipal securities issued by entities located within the shareholder’s state of residence, but the shareholder may be subject to state or local tax on dividends derived from other obligations. Shareholders will receive a breakdown of dividends by state on an annual basis for the Tax-Free National Fund . Shareholders should consult with their own tax advisors about the status of distributions from the funds in their tax jurisdiction.

Pass Through of Tax-Exempt Dividends. The Code permits mutual funds with at least 50% of the value of their assets invested in tax-exempt securities as of the close of each fiscal quarter to “flow through” to shareholders the tax-exempt character of the interest paid. The funds intend to qualify under this provision so that dividends paid to shareholders will be treated as “exempt-interest dividends” in the same proportion as each fund’s annual net investment income is derived from tax-exempt

·	sources. This means that, to the extent a fund’s dividends are exempt-interest dividends, shareholders may treat them for federal income tax purposes as if they were interest excluded from gross income.

·	Dividends Received Deduction. No portion of the dividends paid by the funds to shareholders is expected to be eligible for the dividends received deduction for corporation shareholders (70% of dividends received).

Alternative Minimum Tax Considerations. Madison may purchase bonds for a fund on which the interest received may be subject to the federal “alternative minimum tax” (“AMT”). Under the Code, interest received on certain otherwise tax-exempt securities is subject to AMT. AMT will apply to interest received on “private activity” bonds issued after August 7, 1986 that are used to finance activities other than those generally performed by governmental units (for example, bonds issued to finance commercial enterprises or reduced interest rate home mortgage loans). Interest income received on AMT bonds will be a “tax preference item” that may make shareholders liable for payment of AMT. Deductions and preference items such as state and local taxes, excess depletion and excess intangible drilling costs (in addition to interest on AMT bonds) are among the items that are added to taxable income to determine whether AMT is due in place of ordinary income tax. Corporations that are shareholders may be subject to AMT based in part on certain differences between their taxable income adjusted for other tax preference items and their “adjusted current earnings.”

Distribution of Market Discount. If Madison buys a security for a fund at a “market discount”, the amount of gain earned by the fund when Madison sells it may be considered ordinary taxable income. Such income earned as a result of “market discount” will be distributed to shareholders and may not qualify as tax-exempt.

The following discussion applies to all funds:

Gains and Losses on Redemption and Sales. A redemption or sale of fund shares may result in a taxable gain or loss to a shareholder, depending on whether the proceeds are more or less than the shareholder’s basis in the redeemed shares. An exchange of fund shares for shares in any fund of Madison Funds will have similar tax consequences. Any gain or loss arising from the sale or redemption of shares generally is a capital gain or loss. This capital gain or loss normally is treated as a long-term capital gain or loss if the shareholder has held his, her or its shares for more than one year at the time of such sale or redemption; otherwise, it generally will be classified as short-term capital gain or loss. If, however, a shareholder receives a capital gain distribution with respect to any share of a fund, and if the share is sold before it has been held by the shareholder for at least six months, then any loss on the sale or exchange of the share, to the extent of the capital gain distribution, is treated as a long-term capital loss.

Deduction of Capital Losses. Non-corporate shareholders with net capital losses for a year (i.e., capital losses in excess of capital gains) generally may deduct up to $3,000 of such losses against their ordinary income each year; any net capital losses of a non-corporate shareholder in excess of $3,000 generally may be carried forward and used in subsequent years as provided in the Code. Corporate shareholders generally may not deduct any net capital losses for a year, but may carry back such losses for three years or carry forward such losses for five years.

Buying a Dividend. Purchasing shares shortly before a distribution may not be advantageous. Since such shares are unlikely to substantially appreciate in value in the short period before the distribution, if the distribution is taxable, it will essentially result in a taxable return of a portion of the purchase price.

Reports to Shareholders. Madison Funds sends to each of its shareholders, as promptly as possible after the end of each calendar year, a notice detailing, on a per share and per distribution basis, the amounts includible in such shareholder’s taxable income for such year as ordinary income (including any portion eligible to be treated as qualified dividend income or to be deducted pursuant to the dividends-received deduction) and as long-term capital gain. In addition, the federal tax status of each year’s distributions generally is reported to the IRS.

Backup Withholding. If a shareholder does not furnish Madison Funds with a correct social security number or taxpayer identification number and/or Madison Funds receives notification from the IRS requiring back-up withholding, Madison Funds is required by federal law to withhold federal income tax from the shareholder’s

·	distributions and redemption proceeds, currently at a rate of 28% for U.S. citizens and residents. The backup withholding is not an additional tax and may be returned or credited against a taxpayer’s regular federal income tax liability if appropriate information is provided to the IRS.

This section is not intended to be a full discussion of tax laws and the effect of such laws on a fund or an investor. There may be other federal, state, local or foreign tax considerations applicable to a particular fund or investor. Investors are urged to consult their own tax advisors.

MORE ABOUT PURCHASING AND SELLING SHARES

The following discussion expands upon the section entitled “Your Account” in the prospectuses.

Minimum Investments

Madison Funds reserves the right to change or waive the funds’ minimum investment requirements and to reject any order to purchase shares (including any purchase by exchange) when in the judgment of Madison, such rejection is in the funds’ best interest.

Offering Price

Shares of each fund are offered at a price equal to their NAV next determined after receipt in good order of the purchase order for such shares (see the “Net Asset Value of Shares” section, above) plus a sales charge which, depending upon the class of shares purchased, may be imposed either at the time of purchase (Class A shares) or on a contingent deferred basis (Class B and Class C shares). Class Y and Class R6 shares are sold without the imposition of a sales charge.

Calculation of the Sales Charge

The sales charge percentage that you pay may be higher or lower than what is disclosed in the prospectuses due to standard industry practice to round the public offering price to two decimal places (i.e. , to the nearest penny) and rounding the number of shares purchased to three decimal places.

For example, assume that you purchased $10,000 of the Class A shares of the Core Bond Fund .

Prospectus Sales Charge: 4.50%

NAV: $10.04

Offering Price: $10.51 [calculated as $10.04/(1-0.0450) = $10.513089 which rounds to $10.51]

Shares Purchased: 951.475 ($10,000/$10.51 = 951.47478 which rounds to 951.475)

Account Balance: 951.475 x $10.04 (NAV) = $9,552.80

Statement and Confirm Sales Charge:

$10,000 - $9,552.80 = $447.20

$447.20/$10,000 = 4.472%, which rounds to 4.47%

Sales Charge on Class A Shares

Initial Sales Charge . With the exception of the Cash Reserves Fund , Class A shares are offered at a price that includes an initial “front-end” sales charge that is deducted from your investment at the time you purchase shares. Depending upon the amount you invest, the sales charge may be reduced and/or eliminated for larger purchases. The sales charges applicable to purchases of Class A shares of the funds are described in the prospectuses.

Class A shares may be offered without front-end sales charges to various individuals and institutions, or issued or purchased in specific transactions as described in the prospectuses. Class A shares may also be offered without a front-end sales charge pursuant to the funds’ reinstatement or reinvestment privilege (see the “Additional Investor Services” section, below).

In addition, there are several ways investors may combine multiple purchases to reduce Class A sales charges as disclosed in the prospectuses and further described below. For the purpose of calculating the sales charge, shares of the Cash

Reserves Fund purchased through an exchange, reinvestment or cross-reinvestment from another fund having a sales charge qualify; however, direct purchases of the Class A shares of the Cash Reserves Fund are excluded.

Rights of Combination. Purchases may be combined to reduce Class A sales charges if made by:

•	you and your immediate family for your own account(s), including individual retirement, custodial and personal trust accounts;

•	a trustee or other fiduciary purchasing for a single trust, estate or fiduciary account; and

•	groups which qualify for the “Group Investment Program,” described below.

Group Investment Program. Certain qualified pension plans or non-qualified group investment plan participants may be eligible for rights of combination. This would include a 401(k) plan with less than $250,000 in assets and 457(f) plans.

Rights of Accumulation. For the purpose of calculating the sales charge on Class A shares, you may add the current market value of your existing holdings in any fund and class of shares of Madison Funds (including combinations), to the amount of your next purchase of Class A shares to qualify for reduced sales charges. The current value of existing individual holdings, as of the week prior to your investment, in your MEMBERS® variable annuity contract may also be taken into account to determine your Class A sales charges.

Letter of Intent . The reduced sales charges are also applicable to investments made pursuant to a Letter of Intent (“LOI”), which should be read carefully prior to its execution by an investor, pursuant to which investors make their investment over a period of thirteen (13) months. Such an investment (including accumulations and combinations) must aggregate at least $25,000 if investing in equity funds or at least $50,000 if investing in bond funds during the 13-month period from the date of the LOI or from a date within ninety (90) days prior thereto, upon written request to Madison Funds. The sales charge applicable to all amounts invested under the LOI is computed as if the aggregate amount intended to be invested had been invested immediately. If such aggregate amount is not actually invested, excluding reinvested dividends and capital gains, the difference in the sales charge actually paid and the sales charge payable had the LOI not been in effect is due from the investor. However, for the purchases actually made within the 13-month period, the sales charge applicable will not be higher than that which would have applied (including accumulations and combinations) had the LOI been for the amount actually invested.

The LOI authorizes the funds to hold in escrow sufficient Class A shares (approximately 5% of the purchase) to make up any difference in sales charges on the amount intended to be invested and the amount actually invested, until such investment is completed within the specified period, at which time the escrow shares will be released. If the total investment specified in the LOI is not completed, the Class A shares held in escrow may be redeemed and the proceeds used as required to pay such sales charge as may be due. By signing the LOI, the investor authorizes the funds to act as the investor’s attorney-in-fact to redeem any escrowed shares and adjust the sales charge, if necessary. A LOI does not constitute a binding commitment by an investor to purchase, or by Madison Funds to sell, any additional shares and may be terminated at any time.

In order to ensure that you receive a reduction or waiver of your Class A sales charge, you need to inform your financial representative or Madison Funds at the time you purchase shares that you qualify for such a reduction or waiver. If notification is not provided, you may not receive the sales charge discount or waiver to which you are otherwise entitled. Madison Funds may require evidence, including account statements of all relevant accounts invested in Madison Funds and reserves the right to request additional documentation, to verify you are eligible for a reduction or waiver of sales charges.

Sales Charge on Class B and Class C Shares

Deferred Sales Charge . Investments in Class B and Class C shares are purchased at their NAV per share without the imposition of an initial sales charge so the fund will receive the full amount of the purchase payment. With the exception of the Cash Reserves Fund , the funds’ distributor pays a commission equal to 4% of the amount invested to broker/dealers who sell Class B shares. Direct purchases of Class B shares of the Cash Reserves Fund are not permitted. Class B shares of the Cash Reserves Fund may only be acquired by exchange from Class B shares of other funds and Class C shares of the Target Allocation Funds, Diversified Income Fund and the Equity Income Fund . Class C shares are only offered with respect to the Target Allocation Funds, Diversified Income Fund and the Equity Income Fund ,

and the funds’ distributor pays a commission equal to 1% of the amount invested to broker/dealers who sell Class C shares.

Class B shares that are redeemed within six years of purchase and Class C shares that are redeemed within one year of purchase will be subject to a contingent deferred sales charge (“CDSC”) at the rates set forth in the prospectuses. The amount of the CDSC, if any, will vary depending on the number of years from time of purchase until the time of redemption, and will be calculated using the methodology described in the prospectuses. A hypothetical example is provided in the prospectuses for further clarification.

Unless otherwise requested, redemption requests will be “grossed up” by the amount of any applicable CDSC charge and/or transaction charges such that the investor will receive the net amount requested.

Proceeds from the CDSC are paid to the Distributor and are used in whole or in part by the Distributor to defray its expenses related to providing distribution-related services to the funds in connection with the sale of the Class B shares and Class C shares, such as the payment of the 4% commission to broker/dealers who sell Class B shares and the 1% commission to broker/dealers who sell Class C shares. The combination of the CDSC and distribution and service fees facilitates the ability of Madison Funds to sell Class B shares and Class C shares without a sales charge being deducted at the time of the purchase.

Waiver of Deferred Sales Charge. The CDSC may be waived on redemptions of Class B shares and Class C shares. The chart that follows is a restatement of the waivers found in the prospectuses.

Class B and Class C CDSC Waiver Chart

	ERISA Plans	Non-ERISA Plans
Type of Distribution	401(a) Plan, 401(k) Plan or 403(b) Plan	Supplemental 403(b) Plan	457 Plan	IRA or IRA Rollover	Non-Retirement Plan
Death or Disability	Waived	Waived	Waived	Waived	Waived
Over 70½	Waived	Waived	Waived	Waived for mandatory distributions or up to 12% of account value annually in periodic payments	Waived for up to 12% of account value annually in periodic payments
Between 59½ and 70½	Waived	Waived	Waived	Waived for Life Expectancy or up to 12% of account value annually in periodic payments	Waived for up to 12% of account value annually in periodic payments
Under 59½	Waived	Waived for annuity payments (72t) or up to 12% of account value annually in periodic payments	Waived for annuity payments (72t) or up to 12% of account value annually in periodic payments	Waived for annuity payments (72t) or up to 12% of account value annually in periodic payments	Waived for up to 12% of account value annually in periodic payments
Termination of Plan	Not Waived	Not Waived	Not Waived	Not Waived	N/A
Hardships	Waived	Waived	Waived	N/A	N/A
Return of Excess	Waived	Waived	Waived	Waived	N/A
Small Balance Accounts	N/A	N/A	N/A	N/A	Waived

In order to ensure you receive a waiver of the CDSC on redemption of your Class B shares and Class C shares, you need to notify your financial representative or Madison Funds that you qualify for such a waiver at the time you redeem the shares. If notice is not provided, you may not receive the waiver to which you are otherwise entitled. Madison Funds may require evidence, and reserves the right to request additional documentation, to verify you are eligible for a waiver of sales charges.

In-Kind Redemptions

Although no fund would normally do so, each fund has the right to pay the redemption price of shares of the fund in whole or in part in portfolio securities held by the fund as prescribed by the Board of Trustees. If the shareholder were to sell portfolio securities received in this fashion, the shareholder would incur a brokerage charge. Any such securities would be valued for the purposes of making such payment at the same value as used in determining NAV. Madison Funds has, however, elected to be governed by Rule 18f-1 under the 1940 Act. Under that rule, each fund must redeem its shares for cash except to the extent that the redemption payments to any shareholder during any 90-day period would exceed the lesser of $250,000 or 1% of the fund’s NAV at the beginning of such period.

ADDITIONAL INVESTOR SERVICES

The following discussion expands upon the section entitled “Additional Investor Services” in the prospectuses.

Systematic Investment Program

As explained in the prospectuses, Madison Funds makes available to shareholders a systematic investment program. The investments under the program will be drawn on or about the day of the month indicated by the shareholder. Any shareholder’s privilege of making investments through the systematic investment program may be revoked by Madison Funds without prior notice if any investment by the shareholder is not honored by the shareholder’s financial institution. The program may be discontinued by the shareholder either by calling Madison Funds or upon written notice to Madison Funds which is received at least five (5) business days prior to the due date of any investment.

Systematic Withdrawal Program

As explained in the prospectuses, Madison Funds makes available to shareholders a systematic withdrawal program. Payments under this program represent proceeds arising from the redemption of fund shares. The maintenance of a systematic withdrawal program concurrently with purchases of additional shares of the fund could be disadvantageous to a shareholder because of the sales charges that may be imposed on new purchases. Therefore, a shareholder should not purchase shares of a fund at the same time as a systematic withdrawal program is in effect for such shareholder with respect to that fund. Madison Funds reserves the right to modify or discontinue the systematic withdrawal program for any shareholder on 30 days’ prior written notice to such shareholder, or to discontinue the availability of such plan to all shareholders in the future. Any shareholder may terminate the program at any time by giving proper notice to Madison Funds.

Exchange Privilege and Systematic Exchange Program

As explained in the prospectuses, within an account, you may exchange shares of one fund for shares of the same class of another fund, subject to the minimum investment requirements of the fund purchased, without paying any additional sales charge , except that exchanges of (i) Class A shares of the Cash Reserves Fund initially purchased without a sales charge will be subject to the appropriate sales charge upon exchange into Class A shares of another Madison Fund, and (ii) Class R6 shares of the Core Bond, Equity Income, Disciplined Equity, Mid Cap or NorthRoad International Funds may only be exchanged for Class A shares of the Cash Reserves Fund . Class A shares of the Cash Reserves Fund may be exchanged for Class B and Class C shares of other Madison Funds for dollar cost averaging purposes. With the exception of the Cash Reserves Fund and except as may be approved by the Chief Compliance Officer of the funds, only five (5) exchanges are allowed per fund in a calendar year. If you establish a systematic exchange or account rebalancing program, those exchanges are not included in the exchange limit or redemption fee policies. Class B and Class C shares will continue to “age” from the date of original purchase of the Class B shares or Class C shares, respectively, and will retain the same CDSC rate as they had before the exchange.

The funds reserve the right to require that previously exchanged shares (and reinvested dividends) be in a fund for 90 days before an investor is permitted a new exchange. A fund may change its exchange policy at any time upon 60 days’ notice to its shareholders. Madison Funds may refuse any exchange order.

As explained in the prospectuses, Madison Funds makes available to shareholders a systematic exchange program. Madison Funds reserves the right to modify or discontinue the systematic exchange program for any shareholder on 30

days’ prior written notice to such shareholder, or to discontinue the availability of such plan to all shareholders in the future. Any shareholder may terminate the program at any time by giving proper notice to Madison Funds.

Reinstatement or Reinvestment Privilege

After fund shares have been redeemed, a shareholder has a one-time right to reinvest any part of the proceeds, subject to the minimum investment of the fund, within 90 days of the redemption, at the current NAV. This privilege must be requested in writing when the proceeds are sent to Madison Funds.

For shareholders who exercise this privilege after redeeming Class A shares, the proceeds may be reinvested in Class A shares without a sales charge in the same fund and account from which the redemption was made.

For shareholders who exercise this privilege after redeeming Class B shares or Class C shares and paying a CDSC on the redemption, the proceeds may be reinvested in Class A shares without a sales charge in the same fund and account from which the redemption was made. The account will not be credited with the CDSC paid. If Class B shares or Class C shares were redeemed and no CDSC was paid, the proceeds may be reinvested in Class B shares or Class C shares in the same fund and account, respectively, from which the redemption was made. The holding period of the shares purchased will be “aged” back to the original purchase date.

To protect the interests of other investors in the funds, Madison Funds may cancel the reinvestment privilege of any parties that, in the opinion of Madison Funds, are using market timing strategies or making more than five exchanges per owner or controlling party per calendar year above and beyond any systematic or automated exchanges. Also, Madison Funds may refuse any reinvestment request.

Madison Funds may change or cancel its reinvestment policies at any time.

A redemption or exchange of fund shares is a taxable transaction for federal income tax purposes even if the reinvestment privilege is exercised, and any gain or loss realized by a shareholder on the redemption or other disposition of fund shares will be treated for tax purposes as described under the “Distributions and Taxes” section, above.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Trustees has appointed Deloitte & Touche LLP, independent registered public accounting firm, located at 555 East Wells Street, Suite 1400, Milwaukee, Wisconsin 53202 to perform the annual audits of the funds.

FINANCIAL STATEMENTS

The funds’ audited financial statements, including the schedules of investments, statements of assets and liabilities, statements of operations, statements of changes in net assets, and financial highlights included in the funds’ 2012 annual report to shareholders, are incorporated herein by reference. Copies of the annual report may be obtained free of charge by writing to Madison Funds, P.O. Box 8390, Boston, Massachusetts 02266-8390, or by calling 1-800-877-6089.

APPENDIX A - SUMMARY OF PROXY VOTING POLICIES AND PROCEDURES

Each of the funds has adopted the proxy voting policies and procedures of its investment adviser, Madison Asset Management, LLC (“Madison”), and/or its respective subadviser: Shenkman Capital Management, Inc. (“SCM”) in the case of the High Income Fund ; Wellington Management Company, LLP (“Wellington Management”) in the case of the Small Cap Fund ; NorthRoad Capital Management LLC (“NorthRoad”) in the case of the NorthRoad International Fund ; and Lazard Asset Management LLC (“Lazard”) in the case of the International Stock Fund .

The proxy voting policies and procedures for Madison, SCM, Wellington Management, NorthRoad and Lazard are found below, and collectively constitute the proxy voting policies and procedures of Madison Funds.

Note: Because NorthRoad is affiliated with Madison, NorthRoad’s proxy voting policies and procedures are subsumed within Madison’s policies and procedures described below. In particular, please refer to “Separate Provisions Regarding NorthRoad Capital Management Voting Recommendations” below.

MADISON ASSET MANAGEMENT, LLC

PROXY VOTING POLICIES AND PROCEDURES

Madison’s policies regarding voting the proxies of securities held in client accounts depend on the nature of its relationship to the client. When Madison is an ERISA fiduciary of an account, there are additional considerations and procedures than for all other (regular) accounts. In all cases, when Madison votes client proxies, it must do so in the client’s best interests as described below by these policies.

Regular Accounts

Madison does not assume the role of an active shareholder when managing client accounts. If Madison is dissatisfied with the performance of a particular company, it will generally reduce or terminate the fund’s position in the company rather than attempt to force management changes through shareholder activism.

Making the Initial Decision on How to Vote the Proxy

As stated above, Madison’s goal and intent is to vote all proxies in the client’s best interests. For practical purposes, unless Madison makes an affirmative decision to the contrary, when it votes a proxy as the board of directors of a company recommends, it means Madison agrees with the board that voting in such manner is in the interests of its clients as shareholders of the company for the reasons stated by the board. However, if Madison believes that voting as the board of directors recommends would not be in a client’s best interests, then Madison must vote against the board’s recommendation.

As a matter of standard operating procedure, all proxies received shall be voted (by telephone or Internet or through

a proxy voting service), unless Madison is not authorized to vote proxies. When the client has reserved the right to vote proxies in his/her/its account, Madison must make arrangements for proxies to be delivered directly to such client from its custodian and, to the extent any such proxies are received by Madison inadvertently, promptly forward them to the client.

Documenting Madison’s Decisions

In cases where a proxy will NOT be voted or, as described below, voted against the board of directors recommendation, Madison’s policy is to make a notation to the file containing the records for such security (e.g., Corporation X research file, because Madison may receive numerous proxies for the same company and it is impractical to keep such records in the file of each individual client) explaining Madison’s action or inaction, as the case may be.

Alternatively, or in addition to such notation, Madison may include a copy of the rationale for such decision in the appropriate equity correspondence file.

Why would voting as the board recommends NOT be in the client’s best interests?

Portfolio management must, at a minimum, consider the following questions before voting any proxy:

1. Is the board of directors recommending an action that could dilute or otherwise diminish the value of the client’s position? (This question is more complex than it looks: Madison must consider the time frames involved for both the

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client and the issuer. For example, if the board of directors is recommending an action that might initially cause the position to lose value but will increase the value of the position in the long-term, Madison would vote as the board recommended for if Madison is holding the security for clients as a long-term investment. However, if the investment is close to Madison’s valuation limits and Madison is anticipating eliminating the position in the short-term, then it would be in its clients’ best interests to vote against management’s recommendation.)

2. If so, would Madison be unable to liquidate the affected securities without incurring a loss that would not otherwise have been recognized absent management’s proposal?

3. Is the board of directors recommending an action that could cause the securities held to lose value, rights or privileges and there are no comparable replacement investments readily available on the market? (For example, a company can be uniquely positioned in the market because of its valuation compared with otherwise comparable securities such that it would not be readily replaceable if Madison were to liquidate the position. In such a situation, Madison might vote against management’s recommendation if Madison believe a “No” vote could help prevent future share price depreciation resulting from management’s proposal or if Madison believe the value of the investment will appreciate if management’s proposal fails. A typical recent example of this type of decision is the case of a board recommendation not to expense stock options, where Madison would vote against management’s recommendation because Madison believes expensing such options will do more to enhance shareholder value going forward.)

4. Would accepting the board of directors recommendation cause Madison to violate its client’s investment guidelines? (For example, a board may recommend merging the company into one that is not permitted by client investment guidelines, e.g. a tobacco product company, a foreign security that is not traded on any U.S. exchange or in U.S. dollars, etc., restrictions often found in client investment guidelines. This would be an unusual situation and it is possible Madison would, nevertheless, vote in favor of a board’s recommendation in anticipation of selling the investment prior to the date any vote would effectively change the nature of the investment as described. Moreover, this does not mean Madison will consider any client-provided proxy voting guidelines. Madison’s policy is that client investment guidelines may not include proxy voting guidelines if Madison will vote account proxies. Rather, Madison will only vote client proxies in accordance with these guidelines. Clients who wish their account proxies to be voted in accordance with their own proxy voting guidelines must retain proxy voting authority for themselves.)

Essentially, Madison must “second guess” the board of directors to determine if their recommendation is in the best interests of its clients, regardless of whether the board thinks its recommendation is in the best interests of shareholders in general. The above questions should apply no matter the type of action subject to the proxy. For example, changes in corporate governance structures, adoption or amendments to compensation plans (including stock options) and matters involving social issues or corporate responsibility should all be reviewed in the context of how it will affect Madison’s clients’ investment.

In making its decisions, to the extent Madison relies on any analysis outside of the information contained in the proxy statements, Madison must retain a record of such information in the same manner as other books and records (two years in the office, five years in an easily accessible place). Also, if a proxy statement is NOT available on the SEC’s EDGAR database, Madison must keep a copy of the proxy statement.

Addressing Conflicts of Interest

Although it is not likely, in the event there is a conflict of interest between Madison and its client in connection with a material proxy vote (for example, (1) the issuer or an affiliate of the issuer is also a client or is actively being sought as a client or (2) Madison has a significant business relationship with the issuer such that voting in a particular manner could jeopardize this client and/or business relationship), Madison’s policy is to alert affected client(s) of the conflict before voting and indicate the manner in which Madison will vote. In such circumstances, Madison’s client(s) may instruct it to vote in a different manner. In any case, Madison must obtain client consent to vote the proxy when faced with a conflict of interest. If the conflict involves a security held by a mutual fund Madison manages, then Madison must present the material conflict to the board of the applicable fund for consent or direction to vote the proxies. If the conflict involves a security held by wrap accounts, then Madison may present the conflict to the wrap sponsor, as its agent, to obtain wrap client consent or direction to vote the proxies. Note that no conflict generally exists for routine proxy matters such as approval of the independent auditor (unless, of course, the auditor in question is a client, Madison is seeking the auditor as a client or Madison has a significant business relationship with the auditor), electing an uncontested board of directors, etc.

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In the event it is impractical to obtain client consent to vote a proxy when faced with a conflict of interest, or at the request of the applicable fund board, Madison will employ the services of an independent third party “proxy services firm” to make the proxy voting decision in accordance with Rule 206(4)-6 under the Investment Advisors Act of 1940, as amended.

Once any member of the relevant portfolio management team determines that it would be in Madison’s clients’ best interests to vote AGAINST management recommendations (or, for Madison Scottsdale and Concord Asset Management, any particular portfolio manager makes such determination), then the decision should be brought to the attention of the Investment Committee, or any subcommittee appointed by the Investment Committee from among its members (such subcommittee may be a single person), to ratify the decision to stray from Madison’s general policy of voting with management. Such ratification need not be in writing.

The Investment Committee or any subcommittee appointed by the Investment Committee from among its members (such subcommittee may be a single person) shall monitor potential conflicts of interest between Madison and clients that would affect the manner by which Madison votes a proxy. Madison maintains a “conflicted list” for proxy voting purposes.

As of January 1, 2004, Jay Sekelsky represents the Investment Committee subcommittee described above.

Voting Proxies of Securities No Longer Owned

We may be entitled to vote a proxy because a security was held in a client portfolio on the record date but have subsequently sold the security from the client’s account prior to the meeting date to which the proxy relates. In such situations, our vote has no economic value to the client who is not a shareholder of the company soliciting the proxy vote. Therefore, our policy is to vote proxies of securities no longer owned in accordance with management recommendation or, if practical, not vote them at all.

Special Considerations for Sub-Advised Funds

The proxy voting policy and procedures of the Madison Funds reflect the policies and procedures of Madison Funds’ investment advisor, Madison Asset Management, LLC (“Madison”), and are incorporated into the Madison Investment Advisors, Inc. written compliance and procedures manual. In addition, Madison Funds’ policies incorporate the proxy voting policies and procedures of Madison’s current subadvisers: Shenkman Capital Management, Inc., Lazard Asset Management LLC, NorthRoad Capital Management LLC, and Wellington Management Company, LLP.

With respect to the proxy voting function relative to Madison Funds, the Board of Trustees has delegated this function to Madison. In general, with respect to proxies to be voted on behalf of Madison Funds’ sub-advised funds, or portions of such funds, Madison currently intends to delegate its voting responsibilities hereunder, such that that the respective subadvisers of such funds, or portions of such funds, will vote such proxies in accordance with their own proxy voting policies and procedures. Notwithstanding the foregoing, Madison reserves the right at any time to reassume the responsibility of voting proxies relative to one or more of the sub-advised portfolios of Madison Funds. Madison currently intends to monitor, by requesting periodic certifications from each of the subadvisers, the voting of each of the subadvisers to confirm consistency with each such subadviser’s proxy voting policies and procedures and to seek assurance that conflicts of interest have been adequately monitored and resolved. Madison will use reasonable efforts to ensure that the Board of Trustees is timely notified of any material changes to the proxy voting policies and procedures of each of the subadvisers as the relevant subadvisers have specifically brought to the attention of Madison, if, in Madison’s judgment, such notification is necessary for the Board’s fulfillment of its responsibilities hereunder.

Madison recognizes that there may be instances where the responsibility for voting proxies with respect to a single security is vested in two or more subadvisers (e.g., when more than one fund, or two managed portions of the same fund, hold voting securities of a single issuer). Under these circumstances, there is the possibility that the application of relevant proxy voting policies will result in proxies being voted inconsistently. It is Madison’s position that such circumstances will not be deemed to suggest improper action on the part of any subadviser, and that neither Madison nor Madison Funds will be required to take any action with respect to such instances, in the absence of other compelling factors that would necessitate such action.

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Special Considerations for International Securities

Certain foreign companies may impose restrictions on the transfer, exchange or other matters in connection with shareholder voting. As a result, there may be instances when we will not vote a proxy of a foreign or international security because doing so might adversely affect our client’s rights relating to the security, including our ability to sell the securities for a specific time period.

ERISA Fiduciary Accounts

As a general rule, an ERISA plan Trustee is required to vote proxies. However, the fiduciary act of managing plan assets includes the responsibility to vote proxies on plan-owned stock when the named fiduciary has delegated management responsibility to an investment manager. Therefore, unless another named fiduciary (Trustee, another investment manager, consultant, plan administrator, employer, etc.) for any ERISA client expressly reserves the right to vote proxies, Madison is required to do so. In most cases, the plan document will specify who is required to vote proxies.

It is important that Madison’s investment management agreement (or the ERISA client’s plan document) (collectively, the “Contracts”) address the issue of who is responsible for voting proxies.

1. If the Contracts expressly preclude Madison from voting proxies, then the Trustee must vote proxies attributable to its ERISA client’s accounts.

2. On the other hand, if the Contracts are silent or simply state that Madison “may” vote proxies, then it is its fiduciary duty to affirmatively vote under ERISA.

ERISA requires Madison, when it is responsible for voting proxies:

1. To maintain voting records for review by the named fiduciary of the plan; and

2. Ensure that the custodian (or plan Trustee, as the case may be) forwards to Madison all proxies received so that Madison may vote them in a timely manner.

Madison’s general policy is to vote all ERISA plan proxies received in the same manner as Madison vote non-ERISA plan proxies described above. Again, as a matter of standard operating procedure, all proxies received shall be voted (by telephone or Internet).

Additional Recordkeeping Rules Related to Proxy Voting

Madison must keep any written documents (including email) Madison prepared that were material to making a decision on how to vote a proxy (or that memorialized the basis for its decision). As noted above, Madison need not keep a copy of the actual proxy statements Madison received if they are available on the SEC’s EDGAR database.

Madison must keep in the applicable client file records of written client requests for proxy voting information. Madison must, of course, also keep a copy in the client file of any of its written responses to clients who asked for such information either in writing or orally.

Madison retained the services of ProxyEdge to maintain the records of the proxy votes Madison cast on behalf of clients. To the extent Madison votes any proxies outside of this service (for example, for logistical purposes, certain Madison Scottsdale proxies may not be maintained by this service), then copies of the voted proxy must be maintained in the applicable client or research file, as the case may be.

Separate Provisions Regarding NorthRoad Capital Management Voting Recommendations

In the absence of specific voting guidelines from the client, NorthRoad will vote proxies in the best interests of each particular client. NorthRoad’s policy is to vote all proxies from a specific issuer the same way for each client absent qualifying restrictions from a client. Clients are permitted to place reasonable restrictions on NorthRoad’s voting authority in the same manner that they may place such restrictions on the actual selection of account securities. The firm retained an independent their party proxy voting service (Glass Lewis) to provide voting recommendations for securities held in client accounts. Although NorthRoad considers the rationale behind and the recommendations made by the service, such recommendations are not binding unless the firm has a conflict of interest. Having considered the recommendations of the proxy voting service:

1.	NorthRoad will generally vote in favor of routine corporate housekeeping proposals such as the election of directors and selection of auditors absent conflicts of interest raised by an auditors non-audit services.

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2.	NorthRoad will generally vote against proposals that cause board members to become entrenched or cause unequal voting rights.

3.	In reviewing proposals, NorthRoad will further consider the opinion of management and the effect on management, and the effect on shareholder value and the issuer’s business practices.

4.	NorthRoad may determine that voting a proxy is not in the client's best interest based on cost or other factors, including the potential that, by voting, the liquidity of the client’s investment may be impaired.

Last updated February 2013

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SHENKMAN CAPITAL MANAGEMENT

PROXY VOTING POLICY AND PROCEDURES

Set forth below are the policies and procedures of Shenkman Capital with respect to proxy voting. This statement does not attempt to describe every regulatory and compliance requirement applicable to proxy voting, but rather summarizes some of the issues involved and establishes general rules and procedures. Although this statement expressly addresses proxy voting, the policies and procedures set forth herein apply to any solicitation of votes with respect to securities held in a fully discretionary client account, such as, for example, the solicitation of the consent of the holders of fixed income securities to a proposed restructuring.

Policy

Proxy voting is an important right of shareholders and reasonable care and diligence must be undertaken to ensure that such rights are properly and timely exercised. When Shenkman Capital has discretion to vote the proxies of its clients, it will vote those proxies in the best interest of its clients and in accordance with this statement.

II.	Proxy Voting Procedures

(a)

Shenkman Capital will instruct each custodian for a discretionary client account to deliver to Shenkman Capital all proxy solicitation materials received with respect to the account. Shenkman Capital will review the securities held in its discretionary client accounts on a regular basis to confirm that it receives copies of all proxy solicitation materials concerning such securities. Shenkman Capital will vote all proxies on behalf of discretionary client accounts after carefully considering all proxy solicitation materials and other information and facts it deems relevant. A Portfolio Manager will make all voting decisions on behalf of a discretionary client account based solely on his/her determination of the best interests of that account. Shenkman Capital will use reasonable efforts to respond to each proxy solicitation by the deadline for such response.

(b)

All proxies received by Shenkman Capital will be sent to the Portfolio Administration Department for processing as follows:

(1)

maintain a record of each proxy received;

(2)

determine which accounts managed by Shenkman Capital hold the security to which the proxy relates;

(3)

forward the proxy to a Portfolio Manager together with a list of accounts that hold the security, the number of votes each account controls (reconciling any duplications), and the date by which Shenkman Capital must vote the proxy in order to allow enough time for the completed proxy to be returned to the issuer via the custodian prior to the vote taking place;

(4)

absent material conflicts (see Section IV), a Portfolio Manager will determine how Shenkman Capital should vote the proxy. The Portfolio Manager will send its decision on how Shenkman Capital will vote a proxy to the Portfolio Administration Department, which will be responsible for making sure the proxy has been completed and returned to issuer and/or the custodian in a timely and appropriate manner.

Shenkman Capital’s General Counsel shall monitor the firm’s processing of proxy statements to assure that all proxy statements are handled and processed in accordance with this statement. The General Counsel will designate one or more team members of the firm to be responsible for insuring that all proxy statements are received and that Shenkman Capital responds to them in a timely manner.

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III.	Voting Guidelines

Shenkman Capital will review all proxy solicitation materials it receives concerning securities held in a discretionary client account. Shenkman Capital will evaluate all such information and may seek additional information from the party soliciting the proxy and independent corroboration of such information when Shenkman Capital considers it appropriate and when it is reasonably available.

In the absence of specific voting guidelines from the client, Shenkman Capital will vote proxies in the best interests of each particular client, which may result in different voting results for proxies for the same issuer. Shenkman Capital believes that voting proxies in accordance with the following guidelines is in the best interests of its clients.

Generally, Shenkman Capital will vote FOR a proposal when it believes that the proposal serves the best interests of the discretionary client account whose proxy is solicited because, on balance, the following factors predominate:

(a)	the proposal has a positive economic effect on shareholder value;\

(b)	the proposal poses no threat to existing rights of shareholders;

(c)	the dilution, if any, of existing shares that would result from approval of the proposal is warranted by the benefits of the proposal; and

(d)

the proposal does not limit or impair accountability to shareholders on the part of management and the board of directors.

Generally, Shenkman Capital will vote AGAINST a proposal if it believes that, on balance, the following factors predominate:

(a)	the proposal has an adverse economic effect on shareholder value;

(b)	the proposal limits the rights of shareholders in a manner or to an extent that is not warranted by the benefits of the proposal;

(c)	the proposal causes significant dilution of shares that is not warranted by the benefits of the proposal;

(d)	the proposal limits or impairs accountability to the shareholders on the part of management or the board of directors; or

(e)

the proposal is a shareholder initiative that Shenkman Capital believes wastes time and resources of the company or reflects the grievance of one individual.

Shenkman Capital will ABSTAIN from voting proxies when it believes that it is appropriate. Usually, this occurs when Shenkman Capital believes that a proposal will not have a material effect on the investment strategy it pursues for its discretionary client accounts.

IV. Conflicts of Interest

Due to the size and nature of Shenkman Capital’s operations and its limited affiliations in the securities industry, Shenkman Capital does not expect that material conflicts of interest will arise between it and a discretionary client account over proxy voting. Shenkman Capital recognizes, however, that such conflicts may arise from time to time, such as, for example, when Shenkman Capital or one of its affiliates has a business arrangement that could be affected by the outcome of a proxy vote or has a personal or business relationship with a person seeking appointment or re-appointment as a director of a company. If a material conflict of interest arises, Shenkman Capital will determine whether voting in accordance with the voting guidelines and factors described above is in the best interests of the client. Under no circumstances will Shenkman Capital place its own interests ahead of the interests of its discretionary client accounts in voting proxies.

If Shenkman Capital determines that the proxy voting policies do not adequately address a material conflict or interest related to a proxy, Shenkman Capital will provide the affected client with copies of all proxy solicitation materials received by Shenkman Capital with respect to that proxy, notify that client of the actual or potential

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conflict of interest, and of Shenkman Capital’s intended response to the proxy request (which response will be in accordance with the policies set forth in this statement), and request that the client consent to Shenkman Capital’s intended response. If the client consents to Shenkman Capital’s intended response or fails to respond to the notice within a reasonable period of time specified in the notice, Shenkman Capital will vote the proxy as described in the notice. If the client objects to Shenkman Capital’s intended response, Shenkman Capital will vote the proxy as directed by the client.

V.	Disclosure

(a)

Shenkman Capital will disclose in its Form ADV, Part II that clients may contact Shenkman Capital (via e-mail or telephone) in order to obtain information on how Shenkman Capital voted such client’s proxies, and to request a copy of this statement. If a client requests this information, Shenkman Capital will prepare a written response to the client that lists, with respect to each voted proxy that the client has inquired about: (i) the name of the issuer; (ii) the proposal voted upon, and (iii) how Shenkman Capital voted the client’s proxy.

(b)

A concise summary of this statement will be included in Shenkman Capital’s Form ADV, Part II, and will be updated whenever these policies and procedures are updated. Shenkman Capital will arrange for a copy of this summary to be sent to all existing clients as part of its annual distribution of its Form ADV, Part II.

VI.

Recordkeeping

Shenkman Capital will maintain files relating to its proxy voting procedures in an easily accessible place. Records will be maintained and preserved for five years from the end of the fiscal year during which the last entry was made on a record, with records for the first two years kept in the offices of Shenkman Capital. Records of the following will be included in the files:

(a)	copies of these proxy voting policies and procedures, and any amendments thereto;

(b)	a copy of each proxy statement that it receives; provided, however, that Shenkman Capital may rely on obtaining a copy of proxy statements from the SEC’s EDGAR system for those proxy statements that are so available;

(c)	a record of each vote that Shenkman Capital casts;

(d)	a copy of any document Shenkman Capital created that was material to making a decision how to vote proxies, or that memorializes that decision; and

(e)

a copy of each written client request for information on how Shenkman Capital voted such client’s proxies, and a copy of any written response to any (written or oral) client request for information on how Shenkman Capital voted its proxies.

Dated: September 2011

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WELLINGTON MANAGEMENT COMPANY, LLP

GLOBAL PROXY POLICIES AND PROCEDURES

Introduction

Wellington Management Company, LLP (“Wellington Management”) has adopted and implemented policies and procedures that it believes are reasonably designed to ensure that proxies are voted in the best economic interests of its clients around the world.

Wellington Management’s Proxy Voting Guidelines (the “Guidelines”), which are incorporated by reference to these Global Proxy Policy and Procedures, set forth the sets of guidelines that Wellington Management uses in voting specific

proposals presented by the boards of directors or shareholders of companies whose securities are held in client portfolios for which Wellington Management has voting discretion. While the Guidelines set forth general sets of guidelines

for voting proxies, it should be noted that these are guidelines and not rigid rules. Many of the Guidelines are accompanied by explanatory language that describes criteria that may affect our vote decision. The criteria as described are to be read as part of the guideline, and votes cast according to the criteria will be considered within guidelines. In some circumstances, the merits of a particular proposal may cause us to enter a vote that differs from the Guidelines.

Statement of Policies

As a matter of policy, Wellington Management:

1. Takes responsibility for voting client proxies only upon a client’s written request.

2. Votes all proxies in the best interests of its clients as shareholders (i.e., to maximize economic value).

3. Develops and maintains broad guidelines setting out positions on common proxy issues, but also considers each proposal in the context of the issuer, industry, and country or countries in which its business is conducted.

4. Evaluates all factors it deems relevant when considering a vote, and may determine in certain instances that it is in the best interest of one or more clients to refrain from voting a given proxy ballot.

5. Identifies and resolves all material proxy-related conflicts of interest between the firm and its clients in the best interests of the client.

6. Believes that sound corporate governance practices can enhance shareholder value and therefore encourages consideration of an issuer’s corporate governance as part of the investment process.

7. Believes that proxy voting is a valuable tool that can be used to promote sound corporate governance to the ultimate benefit of the client as shareholder.

8. Provides all clients, upon request, with copies of these Global Proxy Policy and Procedures, the Guidelines, and related reports, with such frequency as required to fulfill obligations under applicable law or as reasonably requested by clients.

9. Reviews regularly the voting record to ensure that proxies are voted in accordance with these Global Proxy Policy and Procedures and the Guidelines; and ensures that procedures, documentation, and reports relating to the voting of proxies are promptly and properly prepared and disseminated.

Responsibility and Oversight

Wellington Management has a Corporate Governance Committee, established by action of the firm’s Executive Committee, that is responsible for the review and approval of the firm’s written Global Proxy Policy and Procedures and the Guidelines, and for providing advice and guidance on specific proxy votes for individual issuers. The firm’s Legal and Compliance Group monitors regulatory requirements with respect to proxy voting on a global basis and works with the Corporate Governance Committee to develop policies that implement those requirements. Day-to-day administration of the proxy voting process at Wellington Management is the responsibility of the Global Research Services Group. In addition, the Global Research Services Group acts as a resource for portfolio managers and research analysts on proxy matters, as needed.

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Statement of Procedures

Wellington Management has in place certain procedures for implementing its proxy voting policy.

General Proxy Voting

Authorization to Vote

Wellington Management will vote only those proxies for which its clients have affirmatively delegated proxy-voting authority.

Receipt of Proxy

Proxy materials from an issuer or its information agent are forwarded to registered owners of record, typically the client’s custodian bank. If a client requests that Wellington Management votes proxies on its behalf, the client must instruct its custodian bank to deliver all relevant voting material to Wellington Management or its voting agent. Wellington Management, or its voting agent, may receive this voting information by mail, fax, or other electronic means.

Reconciliation

To the extent reasonably practicable, each public security proxy received by electronic means is matched to the securities eligible to be voted and a reminder is sent to any custodian or trustee that has not forwarded the proxies as due. Although proxies received for private securities, as well as those received in non-electronic format, are voted as received, Wellington Management is not able to reconcile these proxies to holdings, nor does it notify custodians of non-receipt.

Research

In addition to proprietary investment research undertaken by Wellington Management investment professionals, the firm conducts proxy research internally, and uses the resources of a number of external sources to keep abreast of developments in corporate governance around the world and of current practices of specific companies.

Proxy Voting

Following the reconciliation process, each proxy is compared against the Guidelines, and handled as follows:

•	Generally, issues for which explicit proxy voting guidance is provided in the Guidelines (i.e., “For”, “Against”, “Abstain”) are reviewed by the Global Research Services Group and voted in accordance with the Guidelines.

•	Issues identified as “case-by-case” in the Guidelines are further reviewed by the Global Research Services Group. In certain circumstances, further input is needed, so the issues are forwarded to the relevant research analyst and/or

portfolio manager(s) for their input.

•	Absent a material conflict of interest, the portfolio manager has the authority to decide the final vote. Different portfolio managers holding the same securities may arrive at different voting conclusions for their clients’ proxies.

Material Conflict of Interest Identification and Resolution Processes

Wellington Management’s broadly diversified client base and functional lines of responsibility serve to minimize the number of, but not prevent, material conflicts of interest it faces in voting proxies. Annually, the Corporate Governance Committee sets standards for identifying material conflicts based on client, vendor, and lender relationships, and publishes those standards to individuals involved in the proxy voting process. In addition, the Corporate Governance Committee encourages all personnel to contact the Global Research Services Group about apparent conflicts of interest, even if the apparent conflict does not meet the published materiality criteria. Apparent conflicts are reviewed by designated members of the Corporate Governance Committee to determine if there is a conflict, and if so whether the conflict is material.

If a proxy is identified as presenting a material conflict of interest, the matter must be reviewed by designated members of the Corporate Governance Committee, who will resolve the conflict and direct the vote. In certain circumstances, the designated members may determine that the full Corporate Governance Committee should convene. Any Corporate Governance Committee member who is himself or herself subject to the identified conflict will not participate in the decision on whether and how to vote the proxy in question.

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Other Considerations

In certain instances, Wellington Management may be unable to vote or may determine not to vote a proxy on behalf of one or more clients. While not exhaustive, the following list of considerations highlights some potential instances in which a proxy vote might not be entered.

Securities Lending

Wellington Management may be unable to vote proxies when the underlying securities have been lent out pursuant to a client’s securities lending program. In general, Wellington Management does not know when securities have been lent out and are therefore unavailable to be voted. Efforts to recall loaned securities are not always effective, but, in rare circumstances, Wellington Management may recommend that a client attempt to have its custodian recall the security to permit voting of related proxies.

Share Blocking and Re-registration

Certain countries require shareholders to stop trading securities for a period of time prior to and/or after a shareholder meeting in that country (i.e., share blocking). When reviewing proxies in share blocking countries, Wellington Management evaluates each proposal in light of the trading restrictions imposed and determines whether a proxy issue is sufficiently important that Wellington Management would consider the possibility of blocking shares. The portfolio

manager retains the final authority to determine whether to block the shares in the client’s portfolio or to pass on voting the meeting.

In certain countries, re-registration of shares is required to enter a proxy vote. As with share blocking, re-registration can prevent Wellington Management from exercising its investment discretion to sell shares held in a client’s portfolio for a substantial period of time. The decision process in blocking countries as discussed above is also employed in instances where re-registration is necessary.

Lack of Adequate Information, Untimely Receipt of Proxy Materials, or Excessive Costs

Wellington Management may be unable to enter an informed vote in certain circumstances due to the lack of information provided in the proxy statement or by the issuer or other resolution sponsor, and may abstain from voting in those instances. Proxy materials not delivered in a timely fashion may prevent analysis or entry of a vote by voting deadlines. In addition, Wellington Management's practice is to abstain from voting a proxy in circumstances where,

in its judgment, the costs exceed the expected benefits to clients. Requirements for Powers of Attorney and consularization are examples of such circumstances.

Additional Information

Wellington Management maintains records of proxies voted pursuant to Section 204-2 of the Investment Advisers Act of 1940 (the “Advisers Act”), the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and other applicable laws.

Wellington Management’s Global Proxy Policy and Procedures may be amended from time to time by Wellington Management. Wellington Management provides clients with a copy of its Global Proxy Policy and Procedures, including the Guidelines, upon written request. In addition, Wellington Management will make specific client information relating to proxy voting available to a client upon reasonable written request.

Dated: July 8, 2009

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LAZARD ASSET MANAGEMENT LLC

PROXY VOTING POLICY

A. Introduction

Lazard Asset Management LLC and Lazard Asset Management (Canada), Inc. (together, “Lazard”) provide investment management services for client accounts, including proxy voting services. As a fiduciary, Lazard is obligated to vote proxies in the best interests of its clients. Lazard has developed a structure that is designed to ensure that proxy voting is conducted in an appropriate manner, consistent with clients’ best interests, and within the framework of this Proxy Voting Policy (the “Policy”). Lazard has adopted this Policy in order to satisfy its fiduciary obligation and the requirements of Rule 206(4)-6 under the Investment Advisers Act of 1940, as amended.

Lazard manages assets for a variety of clients, including individuals, Taft-Hartley plans, governmental plans, foundations and endowments, corporations, and investment companies and other collective investment vehicles. To the extent that proxy voting authority is delegated to Lazard, Lazard’s general policy is to vote proxies on a given issue the same for all of its clients. This Policy is based on the view that Lazard, in its role as investment adviser, must vote proxies based on what it believes will maximize shareholder value as a long-term investor, and the votes that it casts on behalf of all its clients are intended to accomplish that objective. This Policy recognizes that there may be times when meeting agendas or proposals may create the appearance of a material conflict of interest for Lazard. When such a conflict may appear, Lazard will seek to alleviate the potential conflict by voting consistent with pre-approved guidelines or, in situations where the pre-approved guideline is to vote case-by-case, with the recommendation of an independent source. More information on how Lazard handles conflicts is provided in Section F of this Policy.

B. Responsibility to Vote Proxies

Generally, Lazard is willing to accept delegation from its clients to vote proxies. Lazard does not delegate that authority to any other person or entity, but retains complete authority for voting all proxies on behalf of its clients. Not all clients delegate proxy-voting authority to Lazard, however, and Lazard will not vote proxies, or provide advice to clients on how to vote proxies, in the absence of a specific delegation of authority or an obligation under applicable law. For example, securities that are held in an investment advisory account for which Lazard exercises no investment discretion, are not voted by Lazard, nor are shares that a client has authorized their custodian bank to use in a stock loan program which passes voting rights to the party with possession of the shares.

As discussed more fully in Section G of this Policy, there may be times when Lazard determines that it would be in the best interests of its clients to abstain from voting proxies.

C. General Administration

1. Overview

Lazard’s proxy voting process is administered by its Proxy Operations Department (“ProxyOps”), which reports to Lazard’s Chief Operations Officer. Oversight of the process is provided by Lazard’s Legal / Compliance Department and by a Proxy Committee currently consisting of Managing Directors, LAM’s General Counsel and Chief Compliance Officer, portfolio managers and other investment personnel of Lazard. The Proxy Committee meets at least semi-annually to review this Policy and consider changes to it, as well as specific proxy voting guidelines (the “Approved Guidelines”), which are discussed below. Meetings may be convened more frequently (for example, to discuss a specific proxy agenda or proposal) as requested by the Manager of ProxyOps, any member of the Proxy Committee, or Lazard’s General Counsel or Chief Compliance Officer. A representative of Lazard’s Legal / Compliance Department must be present at all Proxy Committee meetings.

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2. Role of Third Parties

To assist it in its proxy-voting responsibilities, Lazard currently subscribes to several research and other proxy-related services offered by Institutional Shareholder Services, Inc. (“ISS”), one of the world’s largest providers of proxy-voting services. ISS provides Lazard with its independent analysis and recommendation regarding virtually every proxy proposal that Lazard votes on behalf of its clients, with respect to both U.S. and non-U.S. securities.

ISS provides other proxy-related administrative services to Lazard. ISS receives on Lazard’s behalf all proxy information sent by custodians that hold securities of Lazard’s clients. ISS posts all relevant information regarding the proxy on its password-protected website for Lazard to review, including meeting dates, all agendas and ISS’ analysis. ProxyOps reviews this information on a daily basis and regularly communicates with representatives of ISS to ensure that all agendas are considered and proxies are voted on a timely basis. ISS also provides Lazard with vote execution, recordkeeping and reporting support services.

3. Voting Process

Lazard’s Proxy Committee has approved specific proxy voting guidelines regarding various common proxy proposals (the “Approved Guidelines”). As discussed more fully below in Section D of this Policy, depending on the proposal, an Approved Guideline may provide that Lazard should vote for or against the proposal, or that the proposal should be considered on a case-by-case basis.

Where the Approved Guideline for a particular type of proxy proposal is to vote on a case-by case basis, Lazard believes that input from a portfolio manager or research analysts with knowledge of the issuer and its securities (collectively, “Portfolio Management”) is essential. Portfolio Management is, in Lazard’s view, best able to evaluate the impact that the outcome on a particular proposal will have on the value of the issuer’s shares. Consequently, the Manager of ProxyOps seeks Portfolio Management’s recommendation on how to vote all such proposals. Similarly, with respect to certain Lazard strategies, as discussed more fully in Sections F and G below, the Manager of ProxyOps will consult with Portfolio Management to determine when it would be appropriate to abstain from voting.

In seeking Portfolio Management’s recommendation, the Manager of ProxyOps provides ISS’ recommendation and analysis. Portfolio Management provides the Manager of ProxyOps with its recommendation and the reasons behind it. ProxyOps will generally vote as recommended by Portfolio Management, subject to certain strategy-specific situations or situations where there may appear to be a material conflict of interest, in which case an alternative approach may be followed. (See Sections F and G below.) Depending on the facts surrounding a particular case-by-case proposal, or Portfolio Management’s recommendation on a case-by-case proposal, the Manager of ProxyOps may consult with Lazard’s Chief Compliance Officer or General Counsel, and may seek the final approval of the Proxy Committee regarding Portfolio Management’s recommendation. If necessary, and in cases where there is a possibility of a split vote among Portfolio Management teams as described in Section G.1. below, a meeting of the Proxy Committee will be convened to discuss the proposal and reach a final decision on Lazard’s vote.

Subject to certain strategy-specific situations, ProxyOps generally votes all routine proposals (described below) according to the Approved Guidelines. For non-routine proposals where the Approved Guideline is to vote for or against, ProxyOps will provide Portfolio Management with both the Approved Guideline, as well as ISS’ recommendation and analysis. Unless Portfolio Management disagrees with the Approved Guideline for the specific proposal, ProxyOps will generally vote the proposal according to the Approved Guideline. If Portfolio Management disagrees, however, it will provide its reason for doing so. All the relevant information will be provided to the Proxy Committee members for a final determination of such non-routine items. It is expected that the final vote will be cast according to the Approved Guideline, absent a compelling reason for not doing so, and subject to situations where there may be the appearance of a material conflict of interest or certain strategy-specific situations, in which case an alternative approach may be followed. ( See Sections F and G, below.)

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D. Specific Proxy Items

Shareholders receive proxies involving many different proposals. Many proposals are routine in nature, such as a non-controversial election of Directors or a change in a company’s name. Others are more complicated, such as items regarding corporate governance and shareholder rights, changes to capital structure, stock option plans and other executive compensation issues, mergers and other significant transactions and social or political issues. Following are the Approved Guidelines for a significant proportion of the proxy proposals on which Lazard regularly votes. Of course, other proposals may be presented from time to time. Those proposals will be discussed with the Proxy Committee to determine how they should be voted and, if it is anticipated that they may re-occur, to adopt an Approved Guideline.

Certain strategy-specific considerations may result in Lazard voting proxies other than according to Approved Guidelines, not voting shares at all, issuing standing instructions to ISS on how to vote certain proxy matters or other differences from how Lazard votes or handles its proxy voting. These considerations are discussed in more detail in Section G, below.

1. Routine Items

Lazard generally votes routine items as recommended by the issuer’s management and board of directors, and against any shareholder proposals regarding those routine matters, based on the view that management is in a better position to evaluate the need for them. Lazard considers routine items to be those that do not change the structure, charter, bylaws, or operations of an issuer in any way that is material to shareholder value. Routine items generally include:

·	routine election or re-election of directors;

·	appointment or election of auditors, in the absence of any controversy or conflict regarding the auditors;

·	issues relating to the timing or conduct of annual meetings; and

·	name changes.

2. Corporate Governance and Shareholder Rights Matters

Many proposals address issues related to corporate governance and shareholder rights. These items often relate to a board of directors and its committees, anti-takeover measures, and the conduct of the company’s shareholder meetings.

a. Board of Directors and Its Committees

Lazard votes in favor of provisions that it believes will increase the effectiveness of an issuer’s board of directors. Lazard believes that in most instances, a board and the issuer’s management are in the best position to make the determination how to best increase a board’s effectiveness. Lazard does not believe that establishing burdensome requirements regarding a board will achieve this objective. Lazard has Approved Guidelines to vote:

·	For the establishment of an independent nominating committee, audit committee or compensation committee of a board of directors;

·	For a requirement that a substantial majority (e.g. 2/3) of a US or UK company’s directors be independent;

·	On a case-by-case basis regarding the election of directors where the board does not have independent “key committees” or sufficient independence;

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·	For proposals that a board’s committees be comprised solely of independent directors or consist of a majority of independent directors;

For proposals to limit directors’ liability; broaden indemnification of directors; and approve indemnification agreements for officers and directors, unless doing so would affect shareholder interests in a specific pending or threatened litigation; or for indemnification due to negligence in these cases voting is on a case-by-case basis ;

·	For proposals seeking to de-classify a board and Against proposals seeking to classify a board;

·	On a case-by-case basis on all proposals relating to cumulative voting;

·	Against shareholder proposals, absent a demonstrable need, proposing the establishment of additional committees; and on a case-by-case basis regarding the establishment of shareholder advisory committees.

·	Against shareholder proposals seeking union or special-interest representation on the board;

·	Against shareholder proposals seeking to establish term limits or age limits for directors;

·	On a case-by-case basis on shareholder proposals seeking to require that the issuer’s chairman and chief executive officer be different individuals;

·	Against shareholder proposals seeking to establish director stock-ownership requirements; and

·	Against shareholder proposals seeking to change the size of a board, requiring women or minorities to serve on a board, or requiring two candidates for each board seat.

b. Anti-takeover Measures

Certain proposals are intended to deter outside parties from taking control of a company. Such proposals could entrench management and adversely affect shareholder rights and the value of the company’s shares. Consequently, Lazard has adopted Approved Guidelines to vote:

·	Against proposals to adopt supermajority vote requirements, or increase vote requirements, for mergers or for the removal of directors;

·	On a case-by-case basis regarding shareholder rights plans (also known as “poison pill plans”) and For proposals seeking to require all poison pill plans be submitted to shareholder vote;

·	Against proposals seeking to adopt fair price provisions and For proposals seeking to rescind them;

·	Against “blank check” preferred stock; and

·	On a case-by-case basis regarding other provisions seeking to amend a company’s by-laws or charter regarding anti-takeover provisions.

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c. Conduct of Shareholder Meetings

Lazard generally opposes any effort by management to restrict or limit shareholder participation in shareholder meetings, and is in favor of efforts to enhance shareholder participation. Lazard has therefore adopted Approved Guidelines to vote:

·	Against proposals to adjourn meetings;

·	Against proposals seeking to eliminate or restrict shareholders’ right to call a special meeting;

·	For proposals providing for confidential voting;

·	Against efforts to eliminate or restrict right of shareholders to act by written consent;

·	Against proposals to adopt supermajority vote requirements, or increase vote requirements, and

·	On a case-by-case basis on changes to quorum requirements.

3. Changes to Capital Structure

Lazard receives many proxies that include proposals relating to a company’s capital structure. These proposals vary greatly, as each one is unique to the circumstances of the company involved, as well as the general economic and market conditions existing at the time of the proposal. A board and management may have many legitimate business reasons in seeking to effect changes to the issuer’s capital structure, including raising additional capital for appropriate business reasons, cash flow and market conditions. Lazard generally believes that these decisions are best left to management, absent apparent reasons why they should not be. Consequently, Lazard has adopted Approved Guidelines to vote:

·	For management proposals to increase or decrease authorized common or preferred stock (unless it is believed that doing so is intended to serve as an anti-takeover measure);

·	For stock splits and reverse stock splits;

·	On a case-by-case basis on matters affecting shareholder rights, such as amending votes-per-share;

·	On a case-by-case basis on management proposals to issue a new class of common or preferred shares;

·	For management proposals to adopt or amend dividend reinvestment plans;

·	Against changes in capital structure designed to be used in poison pill plans; and

·	On a case-by-case basis on proposals seeking to approve or amend stock ownership limitations or transfer restrictions.

4. Stock Option Plans and Other Executive Compensation Issues

Lazard supports efforts by companies to adopt compensation and incentive programs to attract and retain the highest caliber management possible, and to align the interests of a board, management and employees with those of shareholders. Lazard favors programs intended to reward management and employees for positive, long-term performance. However, Lazard will evaluate whether it believes, under the circumstances, that the level of compensation is appropriate or excessive. Lazard has Approved Guidelines to vote:

·	On a case-by-case basis regarding all stock option plans;

·	Against restricted stock plans that do not involve any performance criteria;

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·	For employee stock purchase plans;

·	On a case-by-case basis for stock appreciation rights plans;

·	For deferred compensation plans;

·	Against proposals to approve executive loans to exercise options;

·	Against proposals to re-price underwater options;

On a case-by-case basis regarding shareholder proposals to eliminate or restrict severance agreements, and For proposals to submit severance agreements to shareholders for approval; and Against proposals to limit executive compensation or to require executive compensation to be submitted for shareholder approval, unless, with respect to the latter submitting compensation plans for shareholder approval is required by local law or practice.

5. Mergers and Other Significant Transactions

Shareholders are asked to consider a number of different types of significant transactions, including mergers, acquisitions, sales of all or substantially all of a company’s assets, reorganizations involving business combinations and liquidations. Each of these transactions is unique. Therefore, Lazard’s Approved Guideline is to vote on each of these transactions on a case-by-case basis.

6. Social and Political Issues

Proposals involving social and political issues take many forms and cover a wide array of issues. Some examples are: adoption of principles to limit or eliminate certain business activities, or limit or eliminate business activities in certain countries; adoption of certain conservation efforts; reporting of charitable contributions or political contributions or activities; or the adoption of certain principles regarding employment practices or discrimination policies. These items are often presented by shareholders and are often opposed by the company’s management and its board of directors.

Lazard generally supports the notion that corporations should be expected to act as good citizens, but, as noted above, is obligated to vote on social and political proposals in a way that it believes will most increase shareholder value. As a result, Lazard has adopted Approved Guidelines to vote on a case-by-case basis for most social and political issue proposals. Lazard will generally vote for the approval of anti-discrimination policies.

E. Voting Non-U.S. Securities

Lazard invests in non-U.S. securities on behalf of many clients. Laws and regulations regarding shareholder rights and voting procedures differ dramatically across the world. In certain countries, the requirements or restrictions imposed before proxies may be voted may outweigh any benefit that could be realized by voting the proxies involved. For example, certain countries restrict a shareholder’s ability to sell shares for a certain period of time if the shareholder votes proxies at a meeting (a practice known as “share blocking”). In other instances, the costs of voting a proxy (i.e., by being required to send a representative to the meeting) may simply outweigh any benefit to the client if the proxy is voted. Generally, the Manager of ProxyOps will consult with Portfolio Management to determine whether they believe it is in the interest of the clients to vote the proxies. In these instances, the Proxy Committee will have the authority to decide that it is in the best interest of its clients not to vote the proxies.

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There may be other instances where Portfolio Management may wish to refrain from voting proxies (S ee Section G.1. below). Due to the nature of the strategy, a decision to refrain from voting proxies for securities held by the Korea Corporate Governance strategy managed by Lazard (“KCG”), certain Japanese securities or emerging market securities will generally be determined by Portfolio Management. (S ee Section G.1. below.)

F. Conflicts of Interest

1. Overview

Lazard is required to vote proxies in the best interests of its clients. It is essential, therefore, that material conflicts of interest or the appearance of a material conflict be avoided.

Potential conflicts of interest are inherent in Lazard’s organizational structure and in the nature of its business. Following are examples of situations that could present a conflict of interest or the appearance of a conflict of interest:

Lazard Frères & Co. LLC (“LF&Co.”), Lazard’s parent and a registered broker-dealer, or an investment banking affiliate has a relationship with a company the shares of which are held in accounts of Lazard clients, and has provided services to the company with respect to an upcoming significant proxy proposal ( i.e ., a merger or other significant transaction);

·	Lazard serves as an investment adviser for a company the management of which supports a particular proposal, and shares of the company are held in accounts of Lazard clients;

·	Lazard serves as an investment adviser for the pension plan of an organization that sponsors a proposal; or

·	A Lazard employee who would otherwise be involved in the decision-making process regarding a particular proposal has a material relationship with the issuer or owns shares of the issuer.

2. General Policy and Consequences of Violations

All proxies must be voted in the best interest of each Lazard client, without any consideration of the interests of any other Lazard client (unrelated to the economic effect of the proposal being voted on share price), Lazard, LF&Co. or any of their Managing Directors, officers, employees or affiliates. ProxyOps is responsible for all proxy voting in accordance with this Policy after consulting with the appropriate member or members of Portfolio Management, the Proxy Committee and/or the Legal / Compliance Department. No other officers or employees of Lazard, LF&Co. or their affiliates may influence or attempt to influence the vote on any proposal. Doing so will be a violation of this Policy. Any communication between an officer or employee of LF&Co. and an officer or employee of Lazard trying to influence how a proposal should be voted is prohibited, and is a violation of this Policy. Violations of this Policy could result in disciplinary action, including letter of censure, fine or suspension, or termination of employment. Any such conduct may also violate state and Federal securities and other laws, as well as Lazard’s client agreements, which could result in severe civil and criminal penalties being imposed, including the violator being prohibited from ever working for any organization engaged in a securities business. Every officer and employee of Lazard who participates in any way in the decision-making process regarding proxy voting is responsible for considering whether they have a conflicting interest or the appearance of a conflicting interest on any proposal. A conflict could arise, for example, if an officer or employee has a family member who is an officer of the issuer or owns securities of the issuer. If an officer or employee believes such a conflict exists or may appear to exist, he or she should notify the Chief Compliance Officer immediately and, unless determined otherwise, should not continue to participate in the decision-making process.

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3. Monitoring for Conflicts and Voting When a Material Conflict Exists

ProxyOps monitors for potential conflicts of interest that could be viewed as influencing the outcome of Lazard’s voting decision. Consequently, the steps that Lazard takes to monitor conflicts, and voting proposals when the appearance of a material conflict exists, differ depending on whether the Approved Guideline for the specific item is clearly defined to vote for or against, or is to vote on a case-by-case basis. Any questions regarding application of these conflict procedures, including whether a conflict exists, should be addressed to LAM’s Chief Compliance Officer or General Counsel.

a. Where Approved Guideline Is For or Against

Lazard has an Approved Guideline to vote for or against regarding most proxy agenda/proposals. Generally, unless Portfolio Management disagrees with the Approved Guideline for a specific proposal, ProxyOps votes according to the Approved Guideline. It is therefore necessary to consider whether an apparent conflict of interest exists when Portfolio Management disagrees with the Approved Guideline. ProxyOps will use its best efforts to determine whether a conflict of interest or potential conflict of interest exists. If there is no material conflict, the proxy will be voted as outlined in this Policy. If conflict appears to exist, then the proposal will be voted according to the Approved Guideline.

b. Where Approved Guideline Is Case-by-Case

In situations where the Approved Guideline is to vote case-by-case and a material conflict of interest appears to exist, Lazard’s policy is to vote the proxy item according to the recommendation of an independent source, currently ISS. The Manager of ProxyOps will use his best efforts to determine whether a conflict of interest or a potential conflict of interest may exist. If a conflict exists, and Lazard policy is to vote “case-by-case”, then ProxyOps will vote in accordance with the concurring recommendations of the two services offered by ISS, the Proxy Advisor Service and the Proxy Voter Service. If the two ISS services’ recommendations are contrary to each other, ProxyOps will obtain a recommendation from a third independent source that provides voting advisory services, and will defer to the majority recommendation. If a recommendation from the Proxy Committee approved third independent source is not available, Lazard will follow the recommendation of ISS’ Proxy Advisor service. In addition, in the event of a conflict that arises in connection with a proposal for a Lazard mutual fund, Lazard will vote shares for or against the proposal in proportion to shares voted by other shareholders.

G.	Other Matters

1.	Issues Relating to Management of Specific Lazard Strategies

Due to the nature of certain strategies managed by Lazard, specifically its emerging markets and KCG strategies, there may be times when Lazard believes that it may not be in the best interests of its clients to vote in accordance with the Approved Guidelines, or to vote proxies at all. In certain markets, the fact that Lazard is voting proxies may become public information, and, given the nature of those markets, may impact the price of the securities involved. With respect to the KCG strategy, Lazard may simply require more time to fully understand and address a situation prior to determining what would be in the best interests of shareholders. In these cases ProxyOps will look to Portfolio Management to provide guidance on proxy voting rather than vote in accordance with the Approved Guidelines.

Additionally, particularly with respect to certain Japanese securities, Lazard may not receive notice of a shareholder meeting in time to vote proxies for, or may simply be prevented from voting proxies in connection with, a particular meeting. Due to the compressed time frame for notification of shareholder meetings and Lazard's obligation to vote proxies on behalf of its clients, Lazard may issue standing instructions to ISS on how to vote on certain matters.

Different strategies managed by Lazard may hold the same securities. However, due to the differences between the strategies and their related investment objectives ( e.g., the KCG strategy and an emerging-markets strategy), one Portfolio Management team may desire to vote differently than the other, or one team may desire to abstain from voting proxies while the other may desire to vote proxies. In this event, Lazard would generally defer to the recommendation of the KCG team to determine what action would be in the best interests of its clients. However, under unusual circumstances, the votes may be split between the two teams. In such event, a meeting of the Proxy Committee will be held to determine whether it would be appropriate to split the votes.

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2. Stock Lending

As noted in Section B above, Lazard does not generally vote proxies for securities that a client has authorized their custodian bank to use in a stock loan program, which passes voting rights to the party with possession of the shares. Under certain circumstances, Lazard may determine to recall loaned stocks in order to vote the proxies associated with those securities. For example, if Lazard determines that the entity in possession of the stock has borrowed the stock solely to be able to obtain control over the issuer of the stock by voting proxies, or if the client should specifically request Lazard to vote the shares on loan, Lazard may determine to recall the stock and vote the proxies itself. However, it is expected that this will be done only in exceptional circumstances. In such event, Portfolio Management will make this determination and ProxyOps will vote the proxies in accordance with the Approved Guidelines.

H. Review of Policy

The Proxy Committee will review this Policy at least semi-annually to consider whether any changes should be made to it or to any of the Approved Guidelines. Questions or concerns regarding the Policy should be raised with Lazard’s General Counsel or Chief Compliance Officer.

Last updated: September 2012

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APPENDIX B – QUALITY RATINGS

Any investment Madison makes for the funds will have a “quality rating” determined principally by ratings assigned by a nationally recognized statistical rating organization (an “NRSRO”). Otherwise, Madison will assign a rating according to comparable standards when there is no published rating or when published ratings differ or are considered obsolete.

Quality ratings will often be determined by referring to the ratings assigned by the two primary NRSROs that rate securities: Moody’s Investors Service, Inc. (“Moody’s”) and Standard and Poor’s Corporation (“S&P”). In addition, Madison may also refer to the ratings assigned by Fitch, Inc. (“Fitch”), another NRSRO. In cases where more than one NRSRO rates an issue, it will be graded according to whichever rating Madison deems appropriate. In cases where no organization rates an issue, Madison will grade it using the following standards that it believes are comparable to those followed by the NRSROs.

Bonds . Moody’s uses ratings Aaa, Aa, A, Baa, Ba, B, Caa, Ca and C; S&P uses ratings AAA, AA, A, BBB, BB, B, CCC, CC and C; and Fitch uses ratings AAA, AA, A, BBB, BB, B, CCC, CC, C and D. Bonds rated Aaa or AAA are judged to be of the best quality; interest and principal are secure and prices respond only to market rate fluctuations. Bonds rated Aa or AA are also judged to be of high quality, but margins of protection for interest and principal may not be quite as good as for the highest rated securities.

Bonds rated A are considered upper medium grade by each organization. Protection for interest and principal is deemed adequate but susceptible to future impairment, and market prices of such obligations, while moving primarily with market rate fluctuations, also may respond to economic conditions and issuer credit factors.

Bonds rated Baa or BBB are considered medium grade obligations. Protection for interest and principal is adequate over the short term, but these bonds may have speculative characteristics over the long term and therefore may be more susceptible to changing economic conditions and issuer credit factors than they are to market rate fluctuations.

Notes and bonds rated Ba or BB are considered to have immediate speculative elements and their future cannot be considered well assured; protection of interest and principal may be only moderate and not secure over the long term; the position of these bonds is characterized as uncertain.

Notes and bonds rated B or lower by each organization are generally deemed to lack desirable investment characteristics; there may be only small assurance of payment of interest and principal or adherence to the original terms of issue over any long period.

Obligations rated Baa or above by Moody’s or rated BBB or above by S&P are considered “investment grade” securities, whereas lower rated obligations are considered “speculative grade” securities.

Bond ratings may be further enhanced by the notation “+” or “-.” For purposes of the funds and their investment policies and restrictions, such notations shall be disregarded. Thus, for example, bonds rated BBB- are considered investment grade while bonds rated BB+ are not.

Notes . Moody’s rates shorter term issues with “Moody’s Investment Grade” or “MIG” designations, MIG-1, MIG-2 and MIG-3; it assigns separate “VMIG” ratings, VMIG-1, VMIG-2 and VMIG-3, to variable rate demand obligations for which the issuer or a third-party financial institution guarantees to repurchase the obligation upon demand from the holder.

MIG-1 and VMIG-1 notes are of the best quality, enjoying strong protection from established cash flows for debt service or well established and broadly based access to the market for refinancing. MIG-2 and VMIG-2 notes are of high quality, with ample margins of protection, but not as well protected as the highest rated issues. MIG-3 and VMIG-3 notes are of favorable quality, having all major elements of security, but lacking the undeniable strength of the higher rated issues and having less certain access to the market for refinancing.

S&P assigns the ratings, SP-1, SP-2, and SP-3, and Fitch assigns the ratings F1, F2 and F3, to shorter term issues, which are comparable to Moody’s MIG-1, MIG-2 and MIG-3 ratings, respectively.

B-1

Commercial Paper . Commercial paper, only some of which may be tax-exempt, is rated by Moody’s with “Prime” or “P” designations, as P-1, P-2 or P-3, all of which are considered investment grades. In assigning its rating, Moody’s considers a number of credit characteristics of the issuer, including: (1) industry position; (2) rates of return; (3) capital structure; (4) access to financial markets; and (5) backing by affiliated companies.

P-1 issuers have superior repayment capacity and credit characteristics; P-2 issuers have strong repayment capacity but more variable credit characteristics; and P-3 issuers have acceptable repayment capacity, but highly variable credit characteristics and may be highly leveraged.

S&P rates commercial paper as A-1, A-2 or A-3. To receive a rating from S&P, the issuer must have adequate liquidity to meet cash requirements, long-term senior debt rated A or better (except for occasional situations in which a BBB rating is permitted), and at least two additional channels of borrowing. The issuer’s basic earnings and cash flow must have an upward trend (except for unusual circumstances) and typically, the issuer has a strong position in a well-established industry. S&P assigns the individual ratings A-1, A-2 and A-3 based on its assessment of the issuer’s relative strengths and weakness within the group of ratable companies.

B-2

PART C

OTHER INFORMATION

MEMBERS Mutual Funds

Item 23. Exhibits

See “Exhibit Index.”

Item 24. Persons Controlled by or Under Common Control With Registrant

None.

Item 25. Indemnification

As a Delaware statutory trust, Registrant’s operations are governed by its Amended and Restated Declaration of Trust dated March 1, 2010 (the “Declaration of Trust”). Generally, Delaware statutory trust shareholders are not personally liable for obligations of the Delaware statutory trust under Delaware law. The Delaware Statutory Trust Act (the “DSTA”) provides that a shareholder of a trust shall be entitled to the same limitation of liability extended to shareholders of private for-profit Delaware corporations. Registrant's Declaration of Trust expressly provides that it has been organized under the DSTA and that the Declaration of Trust is to be governed by Delaware law. It is nevertheless possible that a Delaware statutory trust, such as Registrant, might become a party to an action in another state whose courts refuse to apply Delaware law, in which case Registrant's shareholders could be subject to personal liability.

To protect Registrant’s shareholders against the risk of personal liability, the Declaration of Trust: (i) contains an express disclaimer of shareholder liability for acts or obligations of Registrant and provides that notice of such disclaimer may be given in each agreement, obligation and instrument entered into or executed by Registrant or its Trustees; (ii) provides for the indemnification out of Trust property of any shareholders held personally liable for any obligations of Registrant or any series of Registrant; and (iii) provides that Registrant shall, upon request, assume the defense of any claim made against any shareholder for any act or obligation of Registrant and satisfy any judgment thereon. Thus, the risk of a shareholder incurring financial loss beyond his or her investment because of shareholder liability is limited to circumstances in which all of the following factors are present: (i) a court refuses to apply Delaware law; (ii) the liability arose under tort law or, if not, no contractual limitation of liability was in effect; and (iii) Registrant itself would be unable to meet its obligations. In the light of Delaware law, the nature of Registrant's business and the nature of its assets, the risk of personal liability to a shareholder is remote.

The Declaration of Trust further provides that Registrant shall indemnify each of its Trustees and officers against liabilities and expenses reasonably incurred by them, in connection with, or arising out of, any action, suit or proceeding, threatened against or otherwise involving such Trustee or officer, directly or indirectly, by reason of being or having been a Trustee or officer of Registrant. The Declaration of Trust does not authorize Registrant to indemnify any Trustee or officer against any liability to which he or she would otherwise be subject by reason of or for willful misfeasance, bad faith, gross negligence or reckless disregard of such person's duties.

Registrant also maintains directors’ and officers’ liability insurance for the benefit of Registrant’s trustees and as well as the officers and directors of the Registrant’s advisor and its affiliates (referred to as an “Insured” or the “Insureds”). The policy does not protect against any liability resulting from willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of an Insured’s office.

Insofar as indemnification for liability arising under the Securities Act of 1933 (the “1933 Act”) may be permitted to directors, officers and controlling persons of the Registrant pursuant to any provision of the Registrant’s Declaration of Trust, the Registrant and its officers and Trustees have been advised that in the opinion of the Securities and Exchange Commission (the “SEC”), such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a Trustee, director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by an Insured in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, subject to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue.

Item 26. Business and Other Connections of Investment Adviser

The investment adviser for Registrant is Madison Asset Management, LLC (“MAM”). See the section in Part A entitled “Investment Adviser” for a more complete description.

To the best of Registrant’s knowledge, none of the officers and directors of MAM is or has been engaged in any other business, profession, vocation or employment of a substantial nature for the past two fiscal years (other than their association with MAM and its affiliates, including Madison Investment Holdings, Inc.(“MIH”)). See the section in Part B entitled “Management of the Trust – Trustees and Officers” for more information regarding the officers and directors of MAM. Also refer to Part I of MAM’s Uniform Application for Investment Advisor Registration on Form ADV, as filed with the SEC.

Item 27. Principal Underwriter

Mosaic Funds Distributor, LLC (“MFD”), a registered broker-dealer, is the principal distributor of Registrant’s shares. MFD does not act as principal underwriter, distributor, depositor or investment adviser for any investment company other than Registrant, the Ultra Series Fund, and Madison Mosaic Equity, Tax-Free, Government Money Market and Income Trusts. The principal business address for MFD is 550 Science Drive, Madison, WI 53711. MFD is a wholly owned subsidiary of MIH.

b.	The officers and directors of MFD are as follows:

Name and Principal Business Address	Positions and Offices with the Underwriter	Positions and Offices with Registrant
W. Richard Mason (1)	General Securities Principal, Chief Compliance Officer and Financial Operations Principal	Chief Compliance Officer, Corporate Counsel and Assistant Secretary

Pamela M. Krill (2)	General Counsel and Chief Legal Officer	General Counsel, Chief Legal Officer and Assistant Secretary

Elizabeth A. Dettman (2)	Corporate Accountant	None

David J. DeVito (2)	Branch Manager	None

Holly S. Baggot (2)	Vice President	Secretary and Assistant Treasurer

Katherine L. Frank (2)	Chief Operating Officer of Sole Member (3)	President

(1)	The principal business address of this person is: 8777 North Gainey Center Drive, Scottsdale, AZ 85258.

(2)	The principal business address of these persons is: 550 Science Drive, Madison, WI 53711.

(3)	Ms. Frank is the Chief Operating Officer of MIH, which is the sole member of MFD.

c.	There have been no commissions or other compensation paid by Registrant to unaffiliated principal underwriters.

Item 28. Location of Accounts and Records

The accounts, books and other documents required to be maintained by Registrant pursuant to Section 31(a) of the Investment Company Act of 1940, as amended, and the rules promulgated thereunder are maintained by:

Madison Asset Management, LLC

550 Science Drive

Madison, WI 53711

Mosaic Funds Distributor, LLC

8777 North Gainey Center Drive, Suite 220

Scottsdale, AZ 85258

Boston Financial Data Services

2000 Crown Colony Drive

Quincy, MA 02169

State Street Bank & Trust Company

801 Pennsylvania

Kansas City, MO 64105

Item 29. Management Services

Not applicable.

Item 30. Undertakings

Not applicable.

C-1

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, duly authorized, in the City of Madison, State of Wisconsin, on this 2nd day of January, 2013.

MEMBERS Mutual Funds

By: /s/ Katherine L. Frank

Katherine L. Frank

President

Pursuant to the requirements of the Securities Act, this Registration Statement on Form N-1A has been signed below by the following persons in the capacities and on the date(s) indicated.

Signatures	Title	Date


/s/Katherine L. Frank	President and Trustee (Principal	January 2, 2013
Katherine L. Frank	Executive Officer)

/s/Greg D. Hoppe	Treasurer (Principal Financial	January 2, 2013
Greg D. Hoppe	Officer)

*	Trustee	January 2, 2013
Lorence D. Wheeler

*	Trustee	January 2, 2013
James R. Imhoff, Jr.

*	Trustee	January 2, 2013
Philip E. Blake

*	Trustee	January 2, 2013
Steven P. Riege

*	Trustee	January 2, 2013
Richard E. Struthers

*By: /s/ Pamela M. Krill

Pamela M. Krill

*Pursuant to Power of Attorney (see Exhibit (q) to this Registration Statement)

C-2

EXHIBIT INDEX

	Exhibit	Incorporated by Reference to	Filed Herewith

(a.1)	Amended and Restated Declaration of Trust dated April 19, 2013		X

(a.2)	Certificate of Trust	PEA No. 23 to this Form N-1A Registration Statement filed on December 26, 2007

(b)	Not Applicable

(c)	Incorporated by reference to the Declaration of Trust

(d.1)	Amended and Restated Investment Advisory Agreement with Madison Asset Management, LLC (“MAM”) effective April 19, 2013		X

(d.2)	Investment Sub-Advisory Agreement with Lazard Asset Management effective July 1, 2009	PEA No. 27 to this Form N-1A Registration Statement filed on October 9, 2009

(d.3)	Investment Sub-Advisory Agreement with Wellington Management Company, LLP effective July 1, 2009	Form N-14 Registration Statement filed on September 30, 2009

(d.4)	Investment Sub-Advisory Agreement with Shenkman Capital Management effective July 1, 2009	PEA No. 27 to this Form N-1A Registration Statement filed on October 9, 2009

(d.5)	Investment Sub-Advisory Agreement with NorthRoad Capital Management LLC effective April 19, 2013		X

(e.1)	Distribution Agreement with MFD Distributor, LLC effective April 19, 2013		X

(e.2)	Form of Dealer Agreement and 22c-2 Addendum (as revised effective April 19, 2013)		X

(f)	Not Applicable

(g.1)	Custodian Agreement with State Street Bank and Trust Company dated October 28, 1997	Pre-Effective Amendment No. 2 to this Form N-1A Registration Statement filed on November 12, 1997	*

(g.2)	Letter Agreement with State Street Bank and Trust Company dated January 18, 2000	PEA No. 5 to this Form N-1A Registration Statement filed on February 23, 2000

(g.3)	Amendment No. 2 to Custodian Agreement with State Street Bank and Trust Company dated January 18, 2000	PEA No. 7 to this Form N-1A Registration Statement filed on February 23, 2001

(g.4)	Amendment to Custody Agreement with State Street Bank and Trust Company Amendment, dated March 14, 2001	PEA No. 8 to this Form N-1A Registration Statement filed on February 27, 2002

(h.1)	Administration Agreement with State Street Bank and Trust Company dated October 30, 2000	PEA No. 7 to this Form N-1A Registration Statement filed on February 23, 2001	*

(h.2a)	Transfer Agency and Service Agreement with State Street Bank and Trust Company (on behalf of Boston Data Financial Services) dated November 20, 2000	PEA No. 8 to this Form N-1A Registration Statement filed on February 27, 2002	*

(h.2b)	Amendment to Transfer Agency and Services Agreement with State Street Bank and Trust Company (on behalf of Boston Data Financial Services) dated January 1, 2003	PEA No. 8 to this Form N-1A Registration Statement filed on February 24, 2003

(h.2c)	Amendment to Transfer Agency and Services Agreement dated October 1, 2003	PEA No. 22 to this Form N-1A Registration Statement filed on November 5, 2007

(h.2d)	Addendum to Transfer Agency and Services Agreement dated August 1, 2009	PEA No. 28 to this Form N-1A Registration Statement filed on December 22, 2009

(h.2e)	Amendment to Transfer Agency and Service Agreement dated August 1, 2011	PEA No. 32 to this Form N-1A Registration Statement filed on February 28, 2012

(h.3a)	Investment Accounting Agreement with State Street Bank and Trust Company dated October 28, 2000	PEA No. 6 to this Form N-1A Registration Statement filed on December 15, 2000	*

(h.3b)	Second Amendment to Investment Accounting Agreement with State Street Bank and Trust Company dated November 5, 2004	PEA No. 11 to this Form N-1A Registration Statement filed on February 28, 2005

(h.4)	Amended and Restated Services Agreement with MAM dated April 19, 2013		X

(i.1)	Opinion and Consent of Sutherland, Asbill & Brennan LLP dated November 12, 1997	Pre-Effective Amendment No. 2 to this Form N-1A Registration Statement filed on November 12, 1997

(i.2)	Opinion and Consent of Sutherland, Asbill & Brennan LLP dated February 17, 2000	PEA No. 5 to this Form N-1A Registration Statement filed on February 23, 2000

(i.3)	Opinion and Consent of Sutherland, Asbill & Brennan LLP dated February 22, 2001	PEA No. 7 to this Form N-1A Registration Statement filed on February 23, 2001

(i.4)	Opinion and Consent of Steven R. Suleski dated February 28, 2008	PEA No. 24 to this Form N-1A Registration Statement filed on February 28, 2008

(j)	Consent of Deloitte & Touche LLP	PEA No. 32 to this Form N-1A Registration Statement filed on February 28, 2012

(k)	Not Applicable

(l.1)	Subscription Agreement with CUNA Mutual Insurance Society dated November 7, 1997	Pre-Effective Amendment No. 2 to this Form N-1A Registration Statement filed on November 12, 1997

(1.2)	Subscription Agreement with CUNA Mutual Life Insurance Company dated November 7, 1997	Pre-Effective Amendment No. 2 to this Form N-1A Registration Statement filed on November 12, 1997

(1.3)	Subscription Agreement with CUNA Mutual Life Insurance Company dated February 19, 2001	PEA No. 7 to this Form N-1A Registration Statement filed on February 23, 2001

(1.4)	Subscription Agreement with CUNA Mutual Life Insurance Company dated June 16, 2006	PEA No. 17 to this Form N-1A Registration Statement filed on December 8, 2006

(l.5)	Subscription Agreement with CUNA Mutual Life Insurance Company dated November 30, 2006	PEA No. 17 to this Form N-1A Registration Statement filed on December 8, 2006

(l.6)	Subscription Agreement with CUMIS Insurance Society, Inc. dated November 7, 1997	PEA No. 2 to this Form N-1A Registration Statement filed on February 10, 1999

(1.7)	Subscription Agreement with CUMIS Insurance Society, Inc. dated February 17, 2007	PEA No. 5 to this Form N-1A Registration Statement filed on February 23, 2000

(l.8)	Subscription Agreement with MEMBERS Capital Advisors, Inc. dated December 17, 2007	PEA No. 23 to this Form N-1A Registration Statement filed on December 26, 2007

(l.9)	Subscription Agreement with Frank Burgess dated October 30, 2009	PEA No. 28 to this Form N-1A Registration Statement filed on December 22, 2009

(l.10)	Subscription Agreement with Madison Asset Management, LLC effective April 19, 2013		X

(m.1)	Amended and Restated Service Plan for Class A Shares dated April 19, 2013		X

(m.2)	Amended and Restated Distribution and Service Plan for Class B Shares dated April 19, 2013		X

(m.3)	Amended and Restated Distribution and Service Plan for Class C Shares dated April 19, 2013		X

(n)	Amended and Restated Plan for Multiple Classes of Shares (Pursuant to Rule 18f-3) dated April 19, 2013		X

(o)	Reserved

(p.1)	Madison Investment Holdings, Inc., Madison Investment Advisors, LLC, Madison Asset Management, LLC, Mosaic Funds Distributor, LLC and MEMBERS Mutual Funds Code of Ethics effective January 1, 2011	PEA No. 32 to this Form N-1A Registration Statement filed on February 28, 2012

(p.2)	Lazard Asset Management LLC Code of Ethics dated September 2012		X

(p.3)	Wellington Management Company, LLP Code of Ethics dated April 1, 2010	PEA No. 30 to this Form N-1A Registration Statement filed on February 25, 2011

(p.4)	Shenkman Capital Management, Inc. Code of Ethics dated September 2011	PEA No. 32 to this Form N-1A Registration Statement filed on February 28, 2012

(q)	Powers of Attorney for each Trustee of MEMBERS Mutual Funds	PEA No. 28 to this Form N-1A Registration Statement filed on December 22, 2009

____________________

Notes:

X Filed herewith.

* Revised agreement to be filed via Amendment.

C-3

MADISON FUNDS®

a Delaware Business Trust

(formerly known as MEMBERS® Mutual Funds)

Amended and Restated

DECLARATION OF TRUST

Dated As of April 19, 2013

TABLE OF CONTENTS

ARTICLE 1

Name and Definitions

1.1. Name1

1.2. Definitions1

ARTICLE 2

Nature and Purpose of Trust

2.1. Nature of Trust2

2.2. Purpose of Trust2

2.3. Interpretation of Declaration of Trust3

2.3.1. Governing Instrument3

2.3.2. No Waiver of Compliance with Applicable Law3

2.3.3. Power of the Trustees Generally3

ARTICLE 3

Registered Agent; Offices

3.1. Registered Agent3

3.2. Offices3

ARTICLE 4

Shares of Beneficial Interest

4.1. Shares of Beneficial Interest3

4.2. Number of Authorized Shares3

4.3. Ownership and Certification of Shares3

4.4. Status of Shares4

4.4.1. Fully Paid and Non-assessable4

4.4.2. Personal Property4

4.4.3. Party to Declaration of Trust4

4.4.4. Death of Shareholder4

4.4.5. Title to Trust; Right to Accounting4

4.5. Determination of Shareholders4

4.6. Shares Held by Trust4

4.7. Shares Held by Persons Related to Trust4

4.8. Preemptive and Appraisal Rights5

4.9. Series and Classes of Shares5

4.9.1. Generally5

4.9.2. Establishment and Designation5

4.9.3. Conversion Rights6

4.9.4. Separate and Distinct Nature6

4.9.5. Rights and Preferences6

4.9.5.1. Assets and Liabilities “Belonging” to a Series6

4.9.5.2. Treatment of Particular Items7

4.9.5.3. Limitation on Interseries Liabilities7

4.9.5.4. Dividends7

4.9.5.5. Redemption by Shareholder7

4.9.5.6. Redemption by Trust8

4.9.5.7. Prevention of Personal Holding Company Status8

4.9.5.8. Net Asset Value8

4.9.5.9. Maintenance of Stable Net Asset Value8

4.9.5.10. Transfer of Shares8

4.9.5.11. Equality of Shares9

4.9.5.12. Fractional Shares9

4.9.6. Rights and Preferences of Classes9

ARTICLE 5

Trustees

5.1. Management of the Trust10

5.2. Qualification10

5.3. Number10

5.4. Term and Election10

5.5. Composition of the Board of Trustees10

5.6. Resignation and Retirement10

5.7. Removal11

5.8. Vacancies11

5.9. Ownership of Assets of the Trust11

5.10. Powers11

5.10.1. Bylaws12

5.10.2. Officers, Agents, and Employees12

5.10.3. Committees12

5.10.3.1. Generally12

5.10.3.2. Executive Committee12

5.10.4. Advisers, Administrators, Depositories, and Custodians12

5.10.5. Compensation13

5.10.6. Delegation of Authority13

5.10.7. Suspension of Sales13

5.11. Certain Additional Powers13

5.11.1. Investments13

5.11.2. Disposition of Assets13

5.11.3. Ownership13

5.11.4. Subscription13

5.11.5. Payment of Expenses13

5.11.6. Form of Holding14

5.11.7. Reorganization, Consolidation, or Merger14

5.11.8. Compromise14

5.11.9. Partnerships14

5.11.10. Borrowing14

5.11.11. Guarantees14

5.11.12. Insurance14

5.11.13. Pensions15

5.12. Meetings and Vote of Trustees15

5.12.1. Regular Meetings15

5.12.2. Special Meetings15

5.12.3. Telephonic Meetings15

5.12.4. Quorum15

5.12.5. Required Vote15

5.12.6. Consent in Lieu of a Meeting15

ARTICLE 6

Officers

6.1. Enumeration16

6.2. Qualification16

6.3. Election16

6.4. Term of Office16

6.5. Powers16

6.6. Titles and Duties16

6.6.1. Chairperson of the Board; President16

6.6.2. Vice President16

6.6.3. Treasurer17

6.6.4. Assistant Treasurer17

6.6.5. Secretary17

6.6.6. Assistant Secretary17

6.6.7. Temporary Secretary17

6.7. Resignation, Retirement, and Removal17

6.8. Vacancies18

ARTICLE 7

Transactions with Officers and Trustees

7.1. Purchase and Redemption of Shares of the Trust18

7.2. Purchase and Sale of Other Securities18

7.3. Concentration in Any One Issuer18

ARTICLE 8

Service Providers

8.1. Investment Adviser18

8.2. Underwriter and Transfer Agent19

8.3. Custodians19

8.4. Administrator19

8.5. Other Contracts19

8.6. Parties to Contracts19

ARTICLE 9

Shareholders’ Voting Powers and Meetings

9.1. Voting Powers20

9.1.1. Matters Requiring Shareholders Action20

9.1.2. Separate Voting by Series and Class20

9.1.3. Number of Votes20

9.1.4. Cumulative Voting20

9.1.5. Voting of Shares; Proxies21

9.1.6. Actions Prior to the Issuance of Shares21

9.2. Meetings of Shareholders21

9.2.1. Annual or Regular Meetings21

9.2.2. Special Meetings21

9.2.3. Notice of Meetings21

9.2.4. Call of Meetings21

9.3. Record Dates22

9.4. Quorum22

9.5. Required Vote22

9.6. Adjournments22

9.7. Actions by Written Consent22

9.8. Inspection of Records22

9.9. Additional Provisions23

ARTICLE 10Limitation of Liability and Indemnification

10.1. General Provisions23

10.1.1. General Limitation of Liability23

10.1.2. Notice of Limited Liability23

10.1.3. Liability Limited to Assets of the Trust23

10.2. Liability of Trustees23

10.2.1. Liability for Own Actions23

10.2.2. Liability for Actions of Others24

10.2.3. Advice of Experts and Reports of Others24

10.2.4. Bond24

10.2.5. Declaration of Trust Governs Issues of Liability24

10.3. Liability of Third Persons Dealing with Trustees24

10.4. Liability of Shareholders24

10.4.1. Limitation of Liability24

10.4.2. Indemnification of Shareholders25

10.5. Indemnification25

10.5.1. Indemnification of Covered Persons25

10.5.2. Exceptions25

10.5.3. Rights of Indemnification26

10.5.4. Expenses of Indemnification26

10.5.5. Certain Defined Terms Relating to Indemnification26

ARTICLE 11Termination or Reorganization

11.1. Termination of Trust or Series or Class27

11.1.1. Termination27

11.1.2. Distribution of Assets27

11.1.3. Certificate of Cancellation27

11.2. Sale of Assets27

11.3. Merger or Consolidation28

11.3.1. Authority to Merge or Consolidate28

11.3.2. No Shareholder Approval Required28

11.3.3. Subsequent Amendments28

11.3.4. Certificate of Merger or Consolidation28

ARTICLE 12Amendments

12.1. Generally28

12.2. Certificate of Amendment28

12.3. Prohibited Retrospective Amendments29

ARTICLE 13Miscellaneous Provisions

13.1. Certain Internal References29

13.2. Certified Copies29

13.3. Execution of Papers29

13.4. Fiscal Year29

13.5. Governing Law29

13.6. Headings30

13.7. Resolution of Ambiguities30

13.8. Seal30

13.9. Severability30

13.10. Signatures31

Amended and Restated

Declaration of Trust

Madison Funds

This DECLARATION OF TRUST is amended and restated as of this 19th day of April, 2013, by the Board of Trustees.

WHEREAS, the Trustees desire to establish a trust for the purpose of carrying on the business of an open-end management investment company; and

WHEREAS, in furtherance of such purpose, the Trustees and any successor Trustees elected in accordance with Article 5 hereof are acquiring and may hereafter acquire assets which they will hold and manage as trustees of a Delaware statutory trust in accordance with the provisions hereinafter set forth; and

WHEREAS, this Trust is authorized to issue its shares of beneficial interest in one or more separate series and classes of series, all in accordance with the provisions set forth in this Declaration of Trust.

NOW, THEREFORE, the Trustees hereby declare that they and any successor Trustees elected in accordance with Article 5 hereof will hold in trust all cash, securities, and other assets which they may from time to time acquire in any manner as Trustees hereunder, and that they will manage and dispose of the same upon the following terms and conditions for the benefit of the holders of shares of beneficial interest in this Trust as hereinafter set forth.

ARTICLE 1

Name and Definitions

Section 1.1. Name. This Trust shall be known as the “Madison Funds” and the Trustees shall conduct the business of the Trust under that name or any other name or names as they may from time to time determine.

Section 1.2. Definitions. Whenever used herein, unless otherwise required by the context or specifically provided below:

(a) The “1940 Act” refers to the Investment Company Act of 1940 (and any successor statute) and the rules and regulations thereunder, all as amended from time to time;

(b) The “Code” refers to the Internal Revenue Code of 1986 (and any successor statute) and the rules and regulations thereunder, all as amended from time to time;

(d) The “DSTA” refers to the Delaware Statutory Trust Act, Chapter 38 of Title 12 of the Delaware Code (and any successor statute), as amended from time to time;

(e) “Declaration of Trust” or “Declaration” shall mean this Declaration of Trust as amended or restated from time to time;

(f) “Person,” “Interested Person,” and “Principal Underwriter” shall have the meanings given them in the 1940 Act;

(g) The “Trust” shall mean the Delaware statutory trust established by this Declaration of Trust, as amended from time to time;

(h) “Trustee” and “Trustees” shall mean the signatories to this amended and restated Declaration of Trust so long as such signatories shall continue in office in accordance with the terms hereof, and all other individuals who at the time in question have been duly elected or appointed and qualified in accordance with Article 5 hereof and are then in office;

(i) “Series” shall mean any of the separate series of Shares established and designated under or in accordance with the provisions of Article 4 and to which the Trustees have allocated assets and liabilities of the Trust in accordance with Article 4;

(j) “Shareholder” shall mean a beneficial owner of Shares; and

(k) “Shares” shall mean the shares of beneficial interest in the Trust described in Article 4 hereof and shall include fractional and whole Shares.

ARTICLE 2

Nature and Purpose of Trust

Section 2.1. Nature of Trust. The Trust is a statutory trust of the type referred to in the DSTA. The Trustees shall file a certificate of trust in accordance with Section 3810 of the DSTA. The Trust is not intended to be, shall not be deemed to be, and shall not be treated as, a general or a limited partnership, joint venture, corporation or joint stock company, nor shall the Trustees or Shareholders or any of them for any purpose be deemed to be, or be treated in any way whatsoever as though they were, liable or responsible hereunder as partners or joint venturers.

Section 2.2. Purpose of Trust. The purpose of the Trust is to engage in, operate and carry on the business of an open-end management investment company and to do any and all acts or things as are necessary, convenient, appropriate, incidental or customary in connection therewith.

Section 2.3. Interpretation of Declaration of Trust.

Section 2.3.1. Governing Instrument. This Declaration of Trust shall be the governing instrument of the Trust and shall be governed by and construed according to the laws of the State of Delaware.

Section 2.3.2. No Waiver of Compliance with Applicable Law. No provision of this Declaration shall be effective to require a waiver of compliance with any provision of the Securities Act of 1933, as amended, or the 1940 Act, or of any valid rule, regulation or order of the Commission thereunder.

Section 2.3.3. Power of the Trustees Generally. Except as otherwise set forth herein, the Trustees may exercise all powers of trustees under the DSTA on behalf of the Trust.

ARTICLE 3

Registered Agent; Offices

Section 3.1. Registered Agent. The name of the registered agent of the Trust is Corporation Service Company and the registered agent’s business address in Delaware is 1013 Centre Road, Wilmington, Delaware 19805.

Section 3.2. Offices. The Trust shall maintain an office within the State of Delaware which shall be identical to the business office of the Registered Agent of the Trust as set forth in Section 3.1. The Trustees may, at any time, establish branch or subordinate offices at any place or places where the Trust intends to do business.

ARTICLE 4

Shares of Beneficial Interest

Section 4.1. Shares of Beneficial Interest. The beneficial interests in the Trust shall be divided into Shares, all without par value. The Trustees shall have the authority from time to time to divide the Shares into two (2) or more separate and distinct series of Shares (“Series”) and to divide each such Series of Shares into two (2) or more classes of Shares (“Classes”), all as provided in Section 4.9 of this Article 4.

Section 4.2. Number of Authorized Shares. The Trustees are authorized to issue an unlimited number of Shares. The Trustees may issue Shares for such consideration and on such terms as they may determine (or for no consideration if pursuant to a Share dividend or split), all without action or approval of the Shareholders.

Section 4.3. Ownership and Certification of Shares. The Secretary of the Trust, or the Trust’s transfer or similar agent, shall record the ownership and transfer of Shares of each Series

and Class separately on the record books of the Trust. The record books of the Trust, as kept by the Secretary of the Trust or any transfer or similar agent, shall contain the name and address of and the number of Shares held by each Shareholder, and such record books shall be conclusive as to who are the holders of Shares and as to the number of Shares held from time to time by such Shareholders. No certificates certifying the ownership of Shares shall be issued except as the Trustees may otherwise determine from time to time. The Trustees may make such rules as they consider appropriate for the issuance of share certificates, transfer of Shares, and similar matters for the Trust or any Series or Class.

Section 4.4. Status of Shares.

Section 4.4.1. Fully Paid and Non-assessable. All Shares when issued on the terms determined by the Trustees shall be fully paid and non-assessable.

Section 4.4.2. Personal Property. Shares shall be deemed to be personal property giving only the rights provided in this Declaration of Trust.

Section 4.4.3. Party to Declaration of Trust. Every Person by virtue of having become registered as a Shareholder shall be held to have expressly assented and agreed to the terms of this Declaration of Trust and to have become a party thereto.

Section 4.4.4. Death of Shareholder. The death of a Shareholder during the continuance of the Trust shall not operate to terminate the Trust nor entitle the representative of any deceased Shareholder to an accounting or to take any action in court or elsewhere against the Trust or the Trustees. The representative shall be entitled to the same rights as the decedent under this Trust.

Section 4.4.5. Title to Trust; Right to Accounting. Ownership of Shares shall not entitle the Shareholder to any title in or to the whole or any part of the Trust property or right to call for a partition or division of the same or for an accounting.

Section 4.5. Determination of Shareholders. The Trustees may from time to time close the transfer books or establish record dates and times for the purposes of determining the Shareholders entitled to be treated as such, to the extent provided or referred to in Section 9.3.

Section 4.6. Shares Held by Trust. The Trustees may hold as treasury shares, reissue for such consideration and on such terms as they may determine, or cancel, at their discretion from time to time, any Shares of any Series or Class reacquired by the Trust.

Section 4.7. Shares Held by Persons Related to Trust. Any Trustee, officer or other agent of the Trust, and any organization in which any such person is interested may acquire, own, hold and dispose of Shares to the same extent as if such person were not a Trustee, officer or other agent of the Trust; and the Trust may issue and sell or cause to be issued and sold and may purchase Shares from any such person or any such organization subject only to the general

limitations, restrictions or other provisions applicable to the sale or purchase of such Shares generally.

Section 4.8. Preemptive and Appraisal Rights. Shareholders shall not, as Shareholders, have any right to acquire, purchase or subscribe for any Shares or other securities of the Trust which it may hereafter issue or sell, other than such right, if any, as the Trustees in their discretion may determine. Shareholders shall have no appraisal rights with respect to their Shares and, except as otherwise determined by resolution of the Trustees in their sole discretion, shall have no exchange or conversion rights with respect to their Shares. No action may be brought by a Shareholder on behalf of the Trust unless Shareholders owning no less than a majority of the then outstanding Shares, or Series or Class thereof, join in the bringing of such action. A Shareholder shall not be entitled to participate in a derivative or class action lawsuit on behalf of any other Series or any other Class or on behalf of the Shareholders in any other Series or any other Class of the Trust than the Series or Class of Shares owned by such Shareholder.

Section 4.9. Series and Classes of Shares.

Section 4.91. Generally. In addition to the Series and Classes established and designated in Section 4.9.2, the Shares of the Trust shall be divided into one or more separate and distinct Series or Classes of a Series as the Trustees shall from time to time establish and designate.

Section 4.9.2. Establishment and Designation. The Trustees shall have exclusive power without the requirement of Shareholder approval to establish and designate separate and distinct Series of Shares and with respect to any Series of Shares, to establish and designate separate and distinct Classes of Shares. The establishment and designation of any Series (in addition to those established and designated in this Section below) or Class shall be effective upon the execution by a majority of the Trustees of an instrument setting forth such establishment and designation and the relative rights and preferences of the Shares of such Series or Class, or as otherwise provided in such instrument. Each such instrument shall have the status of an amendment to this Declaration of Trust. Without limiting the authority of the Trustees to establish and designate any further Series or Classes, the Trustees hereby establish and designate the following Series and Classes of Shares:

Series Name	Authorized Class
Conservative Allocation Fund		Class A, Class B, Class C
Moderate Allocation Fund		Class A, Class B, Class C
Aggressive Allocation Fund		Class A, Class B, Class C
Cash Reserves Fund		Class A, Class B
Tax-Free Virginia Fund		Class Y
Tax-Free National Fund		Class Y
Government Bond Fund		Class Y
Core Bond Fund		Class A, Class B, Class Y, Class R6
High Quality Bond Fund		Class Y
Corporate Bond Fund		Class Y
High Income Fund		Class A, Class B, Class Y
Diversified Income Fund		Class A, Class B, Class C
Dividend Income Fund		Class Y
Equity Income Fund		Class A, Class C, Class Y, Class R6
Disciplined Equity Fund		Class Y, Class R6
Investors Fund		Class Y
Large Cap Value Fund		Class A, Class B, Class Y
Large Cap Growth Fund		Class A, Class B, Class Y
Mid Cap Fund		Class A, Class B, Class Y, Class R6
Small Cap Fund		Class A, Class B, Class Y
NorthRoad International Fund		Class Y, Class R6
International Stock Fund		Class A, Class B, Class Y

Section 4.9.3. Conversion Rights. Subject to compliance with the requirements of the 1940 Act, the Trustees shall have the authority to provide that holders of Shares of any Series or Class within a Series shall have the right to convert such Shares into Shares of one or more other Series or Classes in accordance with such requirements and procedures as may be established by the Trustees.

Section 4.9.4. Separate and Distinct Nature. Each Series and Class, including without limitation Series and Classes specifically established in Section 4.9.2, shall be separate and distinct from any other Series and Class and shall maintain separate and distinct records on the books of the Trust, and the assets belonging to any such Series and Class shall be held and accounted for separately from the assets of the Trust or any other Series and Class.

Section 4.9.5. Rights and Preferences of Series. The Trustees shall have exclusive power without the requirement of Shareholder approval to fix and determine the relative rights and preferences as between the Shares of the separate Series. The initial Series and any further Series that may from time to time be established and designated by the Trustees shall (unless the Trustees otherwise determine with respect to some further Series at the time of establishing and designating the same) have relative rights and preferences as set forth in this Section 4.9.5, subject to the relative rights and preferences of Classes within each such Series as set forth in Section 4.9.6.

Section 4.9.5.1. Assets and Liabilities “Belonging” to a Series. All consideration received by the Trust for the issue or sale of Shares of a particular Series, together with all assets in which such consideration is invested or reinvested, all income, earnings, profits, and proceeds thereof, including any proceeds derived from the sale, exchange or liquidation of such assets, and any funds or payments derived from any reinvestment of such proceeds in whatever form the same may be, shall be held and accounted for separately from the other assets of the Trust and of every other Series and may be referred to herein as “assets belonging to” that Series. The assets belonging to a particular Series shall belong to that Series for all purposes, and to no other Series, subject only to the rights of creditors of that Series. Such consideration, assets, income, earnings, profits, and proceeds thereof, including any proceeds derived from the

sale, exchange or liquidation of such assets, and any funds or payments which are not readily identifiable as belonging to any particular Series (collectively “General Items”), the Trustees shall allocate to and among any one or more of the Series in such manner and on such basis as they, in their sole discretion, deem fair and equitable. Any General Items so allocated to a particular Series shall belong to that Series. Each such allocation by the Trustees shall be conclusive and binding upon all Shareholders for all purposes. The assets belonging to each particular Series shall be charged with the liabilities in respect of that Series and all expenses, costs, charges and reserves attributable to that Series, and any general liabilities, expenses, costs, charges or reserves of the Trust which are not readily identifiable as belonging to any particular Series shall be allocated and charged by the Trustees to and among any one or more of the Series established and designated from time to time in such manner and on such basis as the Trustees in their sole discretion deem fair and equitable. Each allocation of liabilities, expenses, costs, charges and reserves by the Trustees shall be conclusive and binding upon all Shareholders for all purposes.

Section 4.9.5.2. Treatment of Particular Items. The Trustees shall have full discretion, to the extent consistent with the 1940 Act and consistent with generally accepted accounting principles, to determine which items shall be treated as income and which items as capital; and each such determination and allocation shall be conclusive and binding upon the Shareholders.

Section 4.9.5.3. Limitation on Interseries Liabilities. Subject to the right of the Trustees in their discretion to allocate general liabilities, expenses, costs, charges or reserves as provided in Section 4.9.5.1, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series shall be enforceable against the assets of such Series only, and not against the assets of any other Series. Notice of this limitation on liabilities between and among Series shall be set forth in the certificate of trust of the Trust (whether originally or by amendment) as filed or to be filed in the Office of the Secretary of State of the State of Delaware pursuant to the DSTA, and upon the giving of such notice in the certificate of trust, the statutory provisions of Section 3804 of the DSTA relating to limitations on liabilities between and among series (and the statutory effect under Section 3804 of setting forth such notice in the certificate of trust) shall become applicable to the Trust and each Series.

Section 4.9.5.4. Dividends. Dividends and capital gains distributions on Shares of a particular Series may be paid with such frequency, in such form, and in such amount as the Trustees may determine by resolution adopted from time to time, or pursuant to a standing resolution or resolutions adopted only once or with such frequency as the Trustees may determine. All dividends and distributions on Shares of a particular Series shall be distributed pro rata to the holders of Shares of that Series in proportion to the number of Shares of that Series held by such holders at the date and time of record established for the payment of such dividends or distributions. Such dividends and distributions may be paid in cash, property or additional Shares of that Series, or a combination thereof, as determined by the Trustees or pursuant to any program that the Trustees may have in effect at the time for the election by each Shareholder of the form in which dividends or distributions are to be paid to that Shareholder.

Any such dividend or distribution paid in Shares shall be paid at the net asset value thereof as determined in accordance with Section 4.9.5.8.

Section 4.9.5.5. Redemption by Shareholder. Each Shareholder shall have the right at such times as may be permitted by the Trust and as otherwise required by the 1940 Act to require the Trust to redeem all or any part of such Shareholder’s Shares of a Series at a redemption price per Share equal to the net asset value per Share of such Series next determined in accordance with Section 4.9.5.8 after the Shares are properly tendered for redemption, less such redemption fee, if any, as may be established by the Trustees in its sole discretion. Payment of the redemption price shall be in cash; provided, however, that the Trust may, subject to the requirements of the 1940 Act, make payment wholly or partly in securities or other assets belonging to the Series of which the Shares being redeemed are part at the value of such securities or assets used in such determination of net asset value. Notwithstanding the foregoing, the Trust may postpone payment of the redemption price and may suspend the right of the holders of Shares of any Series to require the Trust to redeem Shares of that Series during any period or at any time when and to the extent permissible under any applicable provision of the 1940 Act.

Section 4.9.5.6. Redemption by Trust. The Trustees may cause the Trust to redeem at net asset value the Shares of any Series held by a Shareholder upon such conditions as may from time to time be determined by the Trustees. Upon redemption of Shares pursuant to this Section 4.9.5.6, the Trust shall promptly cause payment of the full redemption price to be made to such Shareholder for Shares so redeemed.

Section 4.9.5.7. Prevention of Personal Holding Company Status. The Trust may reject any purchase order, refuse to transfer any Shares, and compel the redemption of Shares if, in its opinion, any such rejection, refusal, or redemption would prevent the Trust from becoming a personal holding company as defined by the Code.

Section 4.9.5.8. Net Asset Value. The net asset value per Share of any Series shall be determined in accordance with the methods and procedures established by the Trustees from time to time and, to the extent required by applicable law, as disclosed in the then current prospectus or statement of additional information for the Series.

Section 4.9.5.9. Maintenance of Stable Net Asset Value. The Trustees may determine to maintain the net asset value per Share of any Series at a designated constant dollar amount and in connection therewith may adopt procedures not inconsistent with the 1940 Act for the continuing declarations of income attributable to that Series as dividends payable in additional Shares of that Series at the designated constant dollar amount and for the handling of any losses attributable to that Series. Such procedures may provide that in the event of any loss each Shareholder shall be deemed to have contributed to the capital of the Trust attributable to that Series his or her pro rata portion of the total number of Shares required to be canceled in order to permit the net asset value per Share of that Series to be maintained, after reflecting such loss, at the designated constant dollar amount. Each Shareholder of the Trust shall be deemed to have agreed, by his investment in any Series with respect to which the Trustees shall have

adopted any such procedure, to make the contribution referred to in the preceding sentence in the event of any such loss. The Trustees may delegate any of their powers and duties under this Section 4.9.5.9 with respect to appraisal of assets and liabilities in the determination of net asset value or with respect to a suspension of the determination of net asset value to an officer or officers or agent or agents of the Trust designated from time to time by the Trustees.

Section 4.9.5.10. Transfer of Shares. Except to the extent that transferability is limited by applicable law or such procedures as may be developed from time to time by the Trustees or the appropriate officers of the Trust, Shares shall be transferable on the records of the Trust only by the record holder thereof or by his agent thereunto duly authorized in writing, upon delivery to the Trustees or the Trust’s transfer agent of a duly executed instrument of transfer, together with a Share certificate, if one is outstanding, and such evidence of the genuineness of each such execution and authorization and of such other matters as may be required by the Trustees. Upon such delivery the transfer shall be recorded on the register of the Trust.

Section 4.9.5.11. Equality of Shares. All Shares of each particular Series shall represent an equal proportionate interest in the assets belonging to that Series (subject to the liabilities belonging to that Series), and each Share of any particular Series shall be equal in this respect to each other Share of that Series. This Section 4.9.5.11 shall not restrict any distinctions otherwise permissible under this Declaration of Trust with respect to any Classes within a Series.

Section 4.9.5.12. Fractional Shares. Any fractional Share of any Series, if any such fractional Share is outstanding, shall carry proportionately all the rights and obligations of a whole Share of that Series, including rights and obligations with respect to voting, receipt of dividends and distributions, redemption of Shares, and liquidation of the Trust or any Series.

Section 4.9.6. Rights and Preferences of Classes. The Trustees shall have exclusive power without the requirement of Shareholder approval to fix and determine the relative rights and preferences as between the separate Classes within any Series. The current Classes and any further Classes that may from time to time be established and designated by the Trustees shall (unless the Trustees otherwise determine with respect to some further Class at the time of establishing and designating the same) have relative rights and preferences as set forth in this Section 4.9.6. If a Series is divided into multiple Classes, the Classes may be invested with one or more other Classes in the common investment portfolio comprising the Series. Notwithstanding the provisions of Section 4.9.5, if two or more Classes are invested in a common investment portfolio, the shares of each such Class shall be subject to the following preferences, conversion and other rights, voting powers, restrictions, conditions of redemption, and, if there are other Classes invested in a different investment portfolio comprising a different Series, shall also be subject to the provisions of Section 4.9.5 at the Series level as if the Classes invested in the common investment portfolio were one Class:

(a) The income and expenses of the Series shall be allocated among the Classes comprising the Series in such manner as may be determined by the Trustees in accordance with applicable law;

(b) As more fully set forth in this Section 4.9.6, the liabilities and expenses of the Classes comprising the Series shall be determined separately from those of each other and, accordingly, the net asset values, the dividends and distributions payable to Shareholders, and the amounts distributable in the event of liquidation of the Trust or termination of a Series to Shareholders may vary within the Classes comprising the Series. Except for these differences and certain other differences set forth in this Section 4.9.6 or elsewhere in this Declaration of Trust, the Classes comprising a Series shall have the same preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption.

(c) The dividends and distributions of investment income and capital gains with respect to the Classes comprising a Series shall be in such amounts as may be declared from time to time by the Trustees, and such dividends and distributions may vary among the Classes comprising the Series to reflect differing allocations of the expenses and liabilities of the Trust among the Classes and any resultant differences between the net asset values per Share of the Classes, to such extent and for such purposes as the Trustees may deem appropriate. The allocation of investment income, capital gains, expenses, and liabilities of the Trust among the Classes comprising a Series shall be determined by the Trustees in a manner that is consistent with applicable law.

ARTICLE 5

Trustees

Section 5.1. Management of the Trust. The business and affairs of the Trust shall be managed by the Trustees, and they shall have all powers necessary and desirable to carry out that responsibility, including those specifically set forth in Sections 5.10 and 5.11 herein.

Section 5.2. Qualification. Each Trustee shall be a natural person. A Trustee need not be a Shareholder, a citizen of the United States, or a resident of the State of Delaware.

Section 5.3. Number. The number of Trustees shall be fixed from time to time by resolution of a majority of the Trustees then in office, provided, however, that the number of Trustees shall in no event be less than three or more than fifteen. No decrease in the number of Trustees shall have the effect of removing any Trustee from office prior to the expiration of his or her term, but the number of Trustees may be decreased in conjunction with the removal of a Trustee pursuant to Section 5.7.

Section 5.4. Term and Election. Each Trustee shall hold office until the next meeting of Shareholders called for the purpose of considering the election or re-election of such Trustee or of a successor to such Trustee, and until his or her successor is elected and qualified, and any

Trustee who is appointed by the Trustees in the interim to fill a vacancy as provided hereunder shall have the same remaining term as that of his or her predecessor, if any, or such term as the Trustees may determine.

Section 5.5. Composition of the Board of Trustees. No election or appointment of any Trustee shall take effect if such election or appointment would cause the number of Trustees who are Interested Persons to exceed the number permitted by Section 10 of the 1940 Act.

Section 5.6. Resignation and Retirement. Any Trustee may resign or retire as a Trustee (without need for prior or subsequent accounting) by an instrument in writing signed by such Trustee and delivered or mailed to the Chairperson, if any, the President, or the Secretary of the Trust. Such resignation or retirement shall be effective upon such delivery, or at a later date according to the terms of the instrument.

Section 5.7. Removal. Any Trustee may be removed with or without cause at any time: (1) by written instrument signed by two-thirds (2/3) of the number of Trustees in office prior to such removal, specifying the date upon which such removal shall become effective, or (2) by the affirmative vote of Shareholders holding not less than two-thirds (2/3) of Shares outstanding, cast in person or by proxy at any meeting called for that purpose.

Section 5.8. Vacancies. Any vacancy or anticipated vacancy resulting for any reason, including without limitation the death, resignation, retirement, removal, or incapacity of any of the Trustees, or resulting from an increase in the number of Trustees may (but need not unless required by the 1940 Act) be filled by a majority of the Trustees then in office, subject to the provisions of Section 16 of the 1940 Act, through the appointment in writing of such other person as such remaining Trustees in their discretion shall determine. The appointment shall be effective upon the acceptance of the person named therein to serve as a trustee and agreement by such person to be bound by the provisions of this Declaration of Trust, except that any such appointment in anticipation of a vacancy occurring by reason of the resignation, retirement, or increase in number of Trustees to be effective at a later date shall become effective only at or after the effective date of such resignation, retirement, or increase in number of Trustees.

Section 5.9. Ownership of Assets of the Trust. The assets of the Trust shall be held separate and apart from any assets now or hereafter held in any capacity other than as Trustee hereunder by the Trustees or any successor Trustees. Legal title to all the Trust property shall be vested in the Trust as a separate legal entity under the DSTA, except that the Trustees shall have the power to cause legal title to any Trust property to be held by or in the name of one or more of the Trustees or in the name of any other Person on behalf of the Trust on such terms as the Trustees may determine. In the event that title to any part of the Trust property is vested in one or more Trustees, the right, title and interest of the Trustees in the Trust property shall vest automatically in each person who may hereafter become a Trustee upon his or her due election and qualification. Upon the resignation, removal or death of a Trustee he or she shall automatically cease to have any right, title or interest in any of the Trust property, and the right, title and interest of such Trustee in the Trust property shall vest automatically in the remaining Trustees. To the extent permitted by law, such vesting and cessation of title shall be effective

whether or not conveyancing documents have been executed and delivered. No Shareholder shall be deemed to have a severable ownership in any individual asset of the Trust or any right of partition or possession thereof.

Section 5.10. Powers. Subject to the provisions of this Declaration of Trust, the business of the Trust shall be managed by the Trustees, and they shall have all powers necessary or convenient to carry out that responsibility and the purpose of the Trust including, but not limited to, those enumerated in this Section 5.10.

Section 5.10.1. Bylaws. The Trustees may adopt Bylaws not inconsistent with this Declaration of Trust providing for the conduct of the business and affairs of the Trust and may amend and repeal them to the extent that such Bylaws do not reserve that right to the Shareholders. Nothing in this Declaration shall be construed to require the adoption of Bylaws by the Trustees.

Section 5.10.2. Officers, Agents, and Employees. The Trustees may, as they consider appropriate, elect and remove officers and appoint and terminate agents and consultants and hire and terminate employees, any one or more of the foregoing of whom may be a Trustee, and may provide for the compensation of all of the foregoing.

Section 5.10.3. Committees.

Section 5.10.3.1. Generally. The Trustees, by vote of a majority of the Trustees then in office, may elect from their number an Audit Committee, Executive Committee, Nominating Committee, or any other committee, and may delegate thereto some or all of their powers except those which by law, by this Declaration of Trust, or by the Bylaws (if any) may not be delegated. Except as the Trustees may otherwise determine, any such committee may make rules for the conduct of its business, but unless otherwise provided by the Trustees or in such rules, its business shall be conducted so far as possible in the same manner as is provided by this Declaration of Trust or the Bylaws (if any) of the Trust for the Trustees themselves. All members of such committees shall hold such offices at the pleasure of the Trustees. The Trustees may abolish any committee at any time. Any committee to which the Trustees delegate any of their powers or duties shall keep records of its meetings and shall report its actions to the Trustees. The Trustees shall have power to rescind any action of any committee, but no such rescission shall have retroactive effect.

Section 5.10.3.2. Executive Committee. The Executive Committee, if there shall be one, shall have all of the powers and authority of the Trustees that may lawfully be exercised by an executive committee, except the power to: (i) declare dividends or distributions on Shares; (ii) issue Shares; (iii) recommend to the Shareholders any action which requires the Shareholders’ approval; or (iv) approve any merger, reorganization, or share exchange which does not require Shareholder approval. Notwithstanding the foregoing, the Trustees may limit the powers and authority of the Executive Committee at any time.

Section 5.10.4. Advisers, Administrators, Depositories, and Custodians. The Trustees may, in accordance with Article 8, employ one or more advisers, administrators, depositories, custodians, and other persons and may authorize any depository or custodian to employ subcustodians or agents and to deposit all or any part of such assets in a system or systems for the central handling of securities and debt instruments, retain transfer, dividend, accounting or Shareholder servicing agents or any of the foregoing, provide for the distribution of Shares by the Trust through one or more distributors, principal underwriters or otherwise, and set record dates or times for the determination of Shareholders.

Section 5.10.5. Compensation. The Trustees may compensate or provide for the compensation of the Trustees, officers, advisers, administrators, custodians, other agents, consultants and employees of the Trust or the Trustees on such terms as they deem appropriate.

Section 5.10.6. Delegation of Authority. In general, the Trustees may delegate to any officer of the Trust, to any committee of the Trustees and to any employee, adviser, administrator, distributor, depository, custodian, transfer and dividend disbursing agent, or any other agent or consultant of the Trust such authority, powers, functions and duties as they consider desirable or appropriate for the conduct of the business and affairs of the Trust, including without implied limitation, the power and authority to act in the name of the Trust and of the Trustees, to sign documents and to act as attorney-in-fact for the Trustees.

Section 5.10.7. Suspension of Sales. The Trustees shall have the authority to suspend or terminate the sales of Shares of any Series or Class at any time or for such periods as the Trustees may from time to time decide.

Section 5.11. Certain Additional Powers. Without limiting the foregoing and to the extent not inconsistent with the 1940 Act, other applicable law, and the fundamental policies and limitations of the applicable Series or Class, the Trustees shall have power and authority for and on behalf of the Trust and each separate Series or Class as enumerated in this Section 5.11.

Section 5.11.1. Investments. The Trustees shall have the power to invest and reinvest cash and other property, and to hold cash or other property uninvested without in any event being bound or limited by any present or future law or custom in regard to investments by trustees.

Section 5.11.2. Disposition of Assets. The Trustees shall have the power to sell, exchange, lend, pledge, mortgage, hypothecate, write options on and lease any or all of the assets of the Trust.

Section 5.11.3. Ownership. The Trustees shall have the power to vote, give assent, or exercise any rights of ownership with respect to securities or other property; and to execute and deliver proxies or powers of attorney to such person or persons as the Trustees shall deem proper, granting to such person or persons such power and discretion with relation to securities or other property as the Trustees shall deem proper.

Section 5.11.4. Subscription. The Trustees shall have the power to exercise powers and rights of subscription or otherwise which in any manner arise out of ownership of securities.

Section 5.11.5. Payment of Expenses. The Trustees shall have the power to pay or cause to be paid all expenses, fees, charges, taxes and liabilities incurred or arising in connection with the Trust or any Series or Class thereof, or in connection with the management thereof, including, but not limited to, the Trustees’ compensation and such expenses and charges for the Trust’s officers, employees, investment advisers, administrator, distributor, principal underwriter, auditor, counsel, depository, custodian, transfer agent, dividend disbursing agent, accounting agent, shareholder servicing agent, and such other agents, consultants, and independent contractors and such other expenses and charges as the Trustees may deem necessary or proper to incur.

Section 5.11.6. Form of Holding. The Trustees shall have the power to hold any securities or other property in a form not indicating any trust, whether in bearer, unregistered or other negotiable form, or in the name of the Trustees or of the Trust or of any Series or in the name of a custodian, subcustodian or other depository or a nominee or nominees or otherwise.

Section 5.11.7. Reorganization, Consolidation, or Merger. The Trustees shall have the power to consent to or participate in any plan for the reorganization, consolidation or merger of any corporation or issuer, any security of which is or was held in the Trust, and to consent to any contract, lease, mortgage, purchase or sale of property by such corporation or issuer, and to pay calls or subscriptions with respect to any security held in the Trust.

Section 5.11.8. Compromise. The Trustees shall have the power to arbitrate or otherwise adjust claims in favor of or against the Trust, any Series, or Class on any matter in controversy, including but not limited to claims for taxes.

Section 5.11.9. Partnerships. The Trustees shall have the power to enter into joint ventures, general or limited partnerships and any other combinations or associations.

Section 5.11.10. Borrowing. The Trustees shall have the power to borrow funds and to mortgage and pledge the assets of the Trust or any Series or any part thereof to secure obligations arising in connection with such borrowing, consistent with the provisions of the 1940 Act.

Section 5.11.11. Guarantees. The Trustees shall have the power to endorse or guarantee the payment of any notes or other obligations of any person; to make contracts of guaranty or suretyship, or otherwise assume liability for payment thereof; and to mortgage and pledge the Trust property (or Series property) or any part thereof to secure any of or all such obligations.

Section 5.11.12. Insurance. The Trustees shall have the power to purchase and pay for entirely out of Trust property such insurance as they may deem necessary or appropriate

for the conduct of the business, including, without limitation, insurance policies insuring the assets of the Trust and payment of distributions and principal on its portfolio investments, and insurance policies insuring the Shareholders, Trustees, officers, employees, agents, consultants, investment advisers, managers, administrators, distributors, principal underwriters, or independent contractors, or any thereof (or any person connected therewith), of the Trust individually against all claims and liabilities of every nature arising by reason of holding, being or having held any such office or position, or by reason of any action alleged to have been taken or omitted by any such person in any such capacity, including any action taken or omitted that may be determined to constitute negligence, whether or not the Trust would have the power to indemnify such person against such liability.

Section 5.11.13. Pensions. The Trustees shall have the power to pay pensions for faithful service, as deemed appropriate by the Trustees, and to adopt, establish and carry out pension, profit-sharing, share bonus, share purchase, savings, thrift and other retirement, incentive and benefit plans, including the purchasing of life insurance and annuity contracts as a means of providing such retirement and other benefits, for any or all of the Trustees, officers, employees and agents of the Trust.

Section 5.12. Meetings and Vote of Trustees.

Section 5.12.1. Regular Meetings. The Trustees from time to time may provide for the holding of regular meetings of the Trustees and fix their time and place.

Section 5.12.2. Special Meetings. Special meetings of the Trustees may be called by the President or the Chairperson of the Trust on twenty-four (24) hours notice to each Trustee, either personally, by mail, by telegram, by facsimile transmission or by any electronic communication method (e.g., email). Special meetings shall be called by the President, Secretary or Chairperson in like manner and on like notice on the written request of a majority of the Trustees then in office or a majority of the members of any executive (or comparable) committee of the Trustees.

Section 5.12.3. Telephonic Meetings. Trustees may participate in a meeting of the Trustees by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Except to the extent that the 1940 Act has been interpreted otherwise, participation by such means shall constitute presence in person at the meeting.

Section 5.12.4. Quorum. A majority of the Trustees then in office being present in person or by proxy shall constitute a quorum.

Section 5.12.5. Required Vote. Except as otherwise provided by the 1940 Act or other applicable law, this Declaration of Trust, or the Bylaws (if any), any action to be taken by the Trustees on behalf of the Trust or any Series or Class may be taken by a majority of the Trustees present at a meeting of Trustees at which a quorum is present.

Section 5.12.6. Consent in Lieu of a Meeting. Except as otherwise provided by the 1940 Act or other applicable law, the Trustees may, by unanimous written consent of the Trustees then in office, take any action which may have been taken at a meeting of the Trustees or any committee thereof.

ARTICLE 6

Officers

Section 6.1. Enumeration. The officers of the Trust shall be a President, one or more Vice Presidents, a Treasurer, and a Secretary. The Trustees may also appoint such other officers, including a Chairperson of the Board, Assistant Treasurers, and/or Assistant Secretaries. The Trust may also have such agents as the Trustees from time to time may in their discretion appoint. Any two or more offices may be held by the same person except that the same person may not be both President and Vice President, and that a person who holds more than one office may not act in more than one capacity to execute, acknowledge, or verify an instrument required by law to be executed, acknowledged, or verified by more than one officer.

Section 6.2. Qualification. The Chairperson of the Board, if there shall be one, shall be a Trustee and may, but need not be, a shareholder. Any other officer may, but need not be, a Trustee or shareholder.

Section 6.3. Election. The President, Treasurer, and Secretary shall be elected by the Trustees at the first meeting of the Trustees. Other officers, if any, may be elected or appointed by the Trustees at any meeting of the Trustees or at any other time.

Section 6.4. Term of Office. The Chairperson of the Board, the President, the Treasurer, and the Secretary shall hold office until their respective successors are chosen and qualified, or in each case until he or she sooner dies, resigns, is removed, or becomes disqualified. Each other officer shall hold office and each agent shall retain authority at the pleasure of the Trustees.

Section 6.5. Powers. Subject to the other provisions of these Bylaws, each officer shall have, in addition to the duties and powers set forth herein and in the Declaration of Trust, such duties and powers as are commonly incident to the office occupied by such officer as if the Trust were organized as a Delaware business corporation and such other duties and powers as the Trustees may from time to time designate.

Section 6.6. Titles and Duties.

Section 6.6.1. Chairperson of the Board; President. Unless the Trustees otherwise provide, the Chairperson of the Board, or, if there is no Chairperson or in the absence of the Chairperson, the President, shall preside at all meetings of the shareholders and of the Trustees. Unless the Trustees otherwise provide, the President shall be the Chief Executive Officer of the Trust. The Chairperson of the Board and the President shall each also perform

such other duties and have such other powers as the Board of Trustees may from time to time prescribe.

Section 6.6.2. Vice President. In the absence of the President or in the event of his or her inability or refusal to act, the Vice President, or if there is more than one Vice President, the Vice Presidents in their order of election or in such other order as determined by the Trustees, shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. The Vice Presidents shall also perform such other duties and have such other powers as the Board of Trustees or the President may from time to time prescribe.

Section 6.6.3. Treasurer. The Treasurer shall be the chief financial and accounting officer of the Trust, and shall, subject to the provisions of the Declaration of Trust and to any arrangement made by the Trustees with a custodian, investment adviser or manager, or transfer, shareholder servicing or similar agent, be in charge of the valuable papers, books of account and accounting records of the Trust. The Treasurer shall also perform such other duties and have such other powers as the Board of Trustees or the President may from time to time prescribe.

Section 6.6.4. Assistant Treasurer. In the absence of the Treasurer or in the event of his or her inability or refusal to act, the Assistant Treasurer, or if there is more than one, the Assistant Treasurers in their order of election or in such other order as determined by the Trustees, shall perform the duties of the Treasurer, and when so acting shall have all the powers of and be subject to all the restrictions upon the Treasurer. The Assistant Treasurers shall also perform such other duties and have such other powers as the Board of Trustees or the President may from time to time prescribe.

Section 6.6.5. Secretary. The Secretary shall record all proceedings of the shareholders and the Trustees in books to be kept for such purposes, which books or a copy thereof shall be kept at the principal office of the Trust or at such other place as designated by the Trustees. The Secretary shall also perform such other duties and have such other powers as the Board of Trustees or the President may from time to time prescribe.

Section 6.6.6. Assistant Secretary. In the absence of the Secretary or in the event of his or her inability or refusal to act, the Assistant Secretary, or if there is more than one, the Assistant Secretaries in their order of election or in such other order as determined by the Trustees, shall perform the duties of the Secretary, and when so acting shall have all the powers of and be subject to all the restrictions upon the Secretary. The Assistant Secretaries shall also perform such other duties and have such other powers as the Board of Trustees or the President may from time to time prescribe.

Section 6.6.7. Temporary Secretary. In the absence of the Secretary and all Assistant Secretaries from any meeting of the shareholders or Trustees, the Trustees may appoint a temporary secretary at such meeting, who shall perform the duties of the Secretary for the purposes of such meeting.

Section 6.7. Resignation, Retirement, and Removal. Any officer may resign at any time by written instrument signed by him or her delivered to the Chairperson of the Board, President, or Secretary or delivered to a meeting of the Trustees. Such resignation shall be effective upon receipt unless specified to be effective at some other time. The Trustees may remove any officer elected by them with or without cause by the vote or written consent of a majority of the Trustees then in office. To the extent that any officer or Trustee of the Trust receives compensation from the Trust and except as may otherwise be expressly provided in a written agreement with the Trust, no Trustee or officer resigning and no officer removed shall have any right to any compensation for any period following his or her resignation or removal, or any right to damages on account of such removal.

Section 6.8. Vacancies. Any vacancy or anticipated vacancy resulting for any reason, including without limitation the death, resignation, retirement, removal, or incapacity of the Chairperson of the Board, the President, the Treasurer, or the Secretary may be filled by a majority of the Trustees then in office through the appointment in writing of such other person as such remaining Trustees in their discretion shall determine. The appointment shall be effective upon the written acceptance of the person named therein to serve as in the capacity named therein. Other vacancies may be filled, if at all, by the Trustees at a meeting of the Trustees or at any other time.

ARTICLE 7

Transactions with Officers and Trustees

Section 7.1. Purchase and Redemption of Shares of the Trust. Any Trustee, officer or other agent of the Trust may acquire, own and dispose of Shares to the same extent as if he were not a Trustee, officer or agent, and the Trustees may accept subscriptions to purchase Shares or orders to redeem Shares from any firm or company in which any Trustee, officer or other agent of the Trust may have an interest.

Section 7.2. Purchase and Sale of Other Securities. The Trust shall not purchase any securities (other than Shares) from, or sell any securities (other than Shares) to, any Trustee or officer of the Trust, or any director, trustee, officer, or partner of any firm which acts as investment adviser or principal underwriter for the Trust acting as principal, except to the extent permitted by the 1940 Act or the rules or regulations thereunder or by appropriate order or written advice of the Commission.

Section 7.3. Concentration in Any One Issuer. The Trust shall not purchase or retain securities of a company if all of the Trustees and officers of the Trust and the directors, trustees, officers, or partners of its investment adviser who individually own beneficially more than ½% of the securities of the company collectively own more than 5% of such securities.

ARTICLE 8

Service Providers

Section 8.1. Investment Adviser. The Trust may enter into written contracts with one or more persons to act as investment adviser or investment subadviser to each of the Series, and as such, to perform such functions as the Trustees may deem reasonable and proper, including, without limitation, investment advisory, management, research, valuation of assets, clerical and administrative functions, under such terms and conditions, and for such compensation, as the Trustees may in their discretion deem advisable.

Section 8.2. Underwriter and Transfer Agent. The Trust may enter into written contracts with one or more persons to act as principal underwriter or underwriter or distributor whereby the Trust may either agree to sell Shares to the other party or parties to the contract or appoint such other party or parties its sales agent or agents for such Shares and with such other provisions as the Trustees may deem reasonable and proper, and the Trustees may in their discretion from time to time enter into transfer agency, dividend disbursement, and/or shareholder service contract(s), in each case with such terms and conditions, and providing for such compensation, as the Trustees may in their discretion deem advisable.

Section 8.3. Custodians. The Trust may enter into written contracts with one or more persons to act as custodian to perform such functions as the Trustees may deem reasonable and proper, under such terms and conditions, and for such compensation, as the Trustees may in their discretion deem advisable. Each such custodian shall be a bank or trust company having an aggregate capital, surplus, and undivided profits of at least one million dollars ($1,000,000).

Section 8.4. Administrator. The Trust may enter into written contracts with one or more persons to act as an administrator to perform such functions, including accounting functions, as the Trustees may deem reasonable and proper, under such terms and conditions, and for such compensation, as the Trustees may in their discretion deem advisable.

Section 8.5. Other Contracts. The Trust may enter into such other written contracts as the Trustees deem necessary and desirable, including contracts with one or more persons for the coordination or supervision of persons providing services to the Trust under one or more of the contracts described in Sections 8.1, 8.2, 8.3, and 8.4.

Section 8.6. Parties to Contracts. Any contract of the character described in Sections 8.1, 8.2, 8.3, and 8.4 or in Article 10 hereof may be entered into with any corporation, firm, partnership, trust or association, including, without limitation, the investment adviser, any investment subadviser, or any affiliated person of the investment adviser or investment subadviser, although one or more of the Trustees or officers of the Trust may be an officer, director, trustee, shareholder, or member of such other party to the contract, or may otherwise be interested in such contract, and no such contract shall be invalidated or rendered voidable by reason of the existence of any such relationship, nor shall any person holding such relationship be liable merely by reason of such relationship for any loss or expense to the Trust under or by

reason of said contract or be accountable for any profit realized directly or indirectly therefrom; provided, however, that the contract when entered into was not inconsistent with the provisions of this Article 8, Article 10, or the Bylaws (if any). The same person (including a firm, corporation, partnership, trust or association) may provide more than one of the services identified in this Article 8.

ARTICLE 9

Shareholders’ Voting Powers and Meetings

Section 9.1. Voting Powers. The Shareholders shall have power to vote only with respect to matters expressly enumerated in Section 9.1.1 or with respect to such additional matters relating to the Trust as may be required by the 1940 Act, this Declaration of Trust, the Bylaws (if any), any registration of the Trust with the Commission or any state, or as the Trustees may otherwise deem necessary or desirable.

Section 9.1.1. Matters Requiring Shareholders Action. Action by the Shareholders shall be required as to the following matters:

(a) The election or removal of Trustees as provided in Sections 5.4 and 5.7;

(b) The approval of a contract with a third party provider of services as to which Shareholder approval is required by the 1940 Act;

(d) The amendment of this Declaration of Trust to the extent and as provided in Section 10.5; and

(e) Any court action, proceeding or claim brought or maintained derivatively or as a class action on behalf of the Trust, any Series or Class thereof or the Shareholders of the Trust; provided, however, that a shareholder of a particular Series or Class shall not be entitled to vote upon a derivative or class action on behalf of any other Series or Class or shareholder of any other Series or Class.

Section 9.1.2. Separate Voting by Series and Class. On any matter submitted to a vote of the Shareholders, all Shares shall be voted separately by individual Series, except: (i) when required by the 1940 Act, Shares shall be voted in the aggregate and not by individual Series; and (ii) when the Trustees have determined that the matter affects the interests of more than one Series, then the Shareholders of all such Series shall be entitled to vote thereon. The Trustees may also determine that a matter affects only the interests of one or more Classes within a Series, in which case any such matter shall only be voted on by such Class or Classes.

Section 9.1.3. Number of Votes. On any matter submitted to a vote of the Shareholders, each Shareholder shall be entitled to one vote for each dollar of net asset value standing in such Shareholder’s name on the books of each Series and Class in which such Shareholder owns Shares which are entitled to vote on the matter.

Section 9.1.4. Cumulative Voting. There shall be no cumulative voting in the election of Trustees.

Section 9.1.5. Voting of Shares; Proxies. Votes may be cast in person or by proxy. A proxy with respect to Shares held in the name of two or more persons shall be valid if executed by any one of them unless at or prior to exercise of the proxy the Trust receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise, and the burden of proving the invalidity of a proxy shall rest on the challenger. No proxy shall be valid more than eleven months after its date, unless it provides for a longer period.

Section 9.1.6. Actions Prior to the Issuance of Shares. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration of Trust or the Bylaws (if any) to be taken by Shareholders.

Section 9.2. Meetings of Shareholders.

Section 9.2.1. Annual or Regular Meetings. No annual or regular meetings of Shareholders are required to be held.

Section 9.2.2. Special Meetings. Special meetings of Shareholders may be called by the President of the Trust or the Trustees from time to time for the purpose of taking action upon any matter requiring the vote or authority of the Shareholders as herein provided or upon any other matter upon which Shareholder approval is deemed by the Trustees to be necessary or desirable. A special meeting shall be called by the Secretary of the Trust upon (i) the request of a majority of the Trustees then in office, or (ii) the written request of Shareholders entitled to cast at least ten percent (10%) of all the votes entitled to be cast at such meeting, provided that (a) such request shall state the purpose or purposes of the meeting and the matters proposed to be acted upon at such meeting, and (b) the Shareholders requesting such meeting shall have paid to the Trust the reasonably estimated cost of preparing and mailing the notice thereof, which the Secretary shall determine and specify to such Shareholders. Upon payment of these costs to the Trust, the Secretary shall notify each Shareholder entitled to notice of the meeting. Unless requested by Shareholders entitled to cast at least a majority of all the votes entitled to be cast at such meeting, a special meeting need not be called to consider any matter which is substantially the same as a matter voted on at any special meeting of Shareholders held during the preceding twelve (12) months.

Section 9.2.3. Notice of Meetings. Written notice of any meeting of Shareholders shall be given or caused to be given by the Trustees by mailing or transmitting such notice not less than ten (10) nor more than ninety (90) days before such meeting, postage prepaid,

stating the time, place and purpose of the meeting, to each Shareholder at the Shareholder’s address as it appears on the records of the Trust.

Section 9.2.4. Call of Meetings. The Trustees shall promptly call and give notice of a meeting of Shareholders for the purpose of voting upon removal of any Trustee of the Trust when requested to do so in accordance with Section 9.2.2. For all other matters, the Trustees shall call or give notice of a meeting within thirty (30) days after written application by Shareholders entitled to cast at least ten percent (10%) of all the votes entitled to be cast on the matter requesting a meeting be called.

Section 9.3. Record Dates. For the purpose of determining the Shareholders who are entitled to vote or act at any meeting or any adjournment thereof, or who are entitled to participate in any dividend or distribution, or for the purpose of any other action, the Trustees may from time to time fix a date and time not more than ninety (90) days nor less than ten (10) days prior to any meeting of Shareholders or other action as the date and time of record for the determination of Shareholders entitled to vote at such meeting or any adjournment thereof or to be treated as Shareholders of record for purposes of such other action. Any Shareholder who was a Shareholder at the date and time so fixed shall be entitled to vote at such meeting or any adjournment thereof or to be treated as a Shareholder of record for purposes of such other action, even though such Shareholder has since that date and time disposed of its Shares, and no Shareholder becoming such after that date and time shall be so entitled to vote at such meeting or any adjournment thereof or to be treated as a Shareholder of record for purposes of such other action.

Section 9.4. Quorum. Except as otherwise required by the 1940 Act or other applicable law, this Declaration of Trust, or the Bylaws (if any), the presence in person or by proxy of Shareholders entitled to cast at least twenty percent (20%) of the votes entitled to be cast on any particular matter shall be a quorum as to such matter; provided, however, that any lesser number shall be sufficient for matters upon which the Shareholders vote at adjournments.

Section 9.5. Required Vote. Notwithstanding any provision of law requiring the authorization of any matter by a greater proportion, any matter upon which the Shareholders vote shall be approved by the affirmative vote of a majority of the votes cast on such matter at a meeting of the Shareholders at which a quorum is present, except that Trustees shall be elected by the affirmative vote of a plurality of the votes cast at such a meeting.

Section 9.6. Adjournments. Adjourned meetings may be held within a reasonable time after the date set for the original meeting without the necessity of further notice.

Section 9.7. Actions by Written Consent. Except as otherwise required by the 1940 Act or other applicable law, this Declaration of Trust, or the Bylaws (if any), any action taken by Shareholders may be taken without a meeting if Shareholders entitled to cast at least a majority of all the votes entitled to be cast on the matter (or such larger proportion thereof as shall be required by the 1940 Act or by any express provision of this Declaration of Trust or the Bylaws (if any)) consent to the action in writing and such written consents are filed with the records of

the meetings of Shareholders. Such consent shall be treated for all purposes as a vote taken at a meeting of Shareholders.

Section 9.8. Inspection of Records. The records of the Trust shall be open to inspection by Shareholders to the same extent as is required for stockholders of a Delaware business corporation under the Delaware General Corporation Law.

Section 9.9. Additional Provisions. The Bylaws (if any) may include further provisions for Shareholders’ votes and meetings and related matters not inconsistent with the provisions hereof.

ARTICLE 10

Limitation of Liability and Indemnification

Section 10.1. General Provisions.

Section 10.1.1. General Limitation of Liability. No personal liability for any debt or obligation of the Trust shall attach to any Trustee of the Trust. Without limiting the foregoing, a Trustee shall not be responsible for or liable in any event for any neglect or wrongdoing of any officer, agent, employee, investment adviser, subadviser, principal underwriter or custodian of the Trust, nor shall any Trustee be responsible or liable for the act or omission of any other Trustee. Every note, bond, contract, instrument, certificate, Share or undertaking and every other act or thing whatsoever executed or done by or on behalf of the Trust or the Trustees or any Trustee in connection with the Trust shall be conclusively deemed to have been executed or done only in or with respect to their or his or her capacity as Trustees or Trustee and neither such Trustees or Trustee nor the Shareholders shall be personally liable thereon.

Section 10.1.2. Notice of Limited Liability. Every note, bond, contract, instrument, certificate or undertaking made or issued by the Trustees or by any officers or officer may recite that the same was executed or made by or on behalf of the Trust by them as Trustees or Trustee or as officers or officer and not individually and that the obligations of such instrument are not binding upon any of them or the Shareholders individually but are binding only upon the assets and property of the Trust or belonging to a Series thereof, and may contain such further recitals as they or he may deem appropriate, but the omission thereof shall not operate to bind any Trustees or Trustee or officers or officer or Shareholders or Shareholder individually.

Section 10.1.3. Liability Limited to Assets of the Trust. All persons extending credit to, contracting with or having any claim against the Trust shall look only to the assets of the Trust or belonging to a Series thereof, as appropriate, for payment under such credit, contract or claim, and neither the Shareholders nor the Trustees nor any of the Trust’s officers, employees or agents, whether past, present or future, shall be personally liable therefor.

Section 10.2. Liability of Trustees. The exercise by the Trustees of their powers and discretion hereunder shall be binding upon the Trust, the Shareholders, and any other person dealing with the Trust. The liability of the Trustees, however, shall be limited by this Section 10.2.

Section 10.2.1. Liability for Own Actions. A Trustee shall be liable to the Trust or the Shareholders only for his own willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of the office of Trustee, and for nothing else, and shall not be liable for errors of judgment or mistakes of fact or law.

Section 10.2.2. Liability for Actions of Others. The Trustees shall not be responsible or liable in any event for any neglect or wrongdoing of any officer, agent, employee, consultant, adviser, administrative agent, distributor, principal underwriter, custodian, transfer agent, dividend disbursing agent, Shareholder servicing agent, or accounting agent of the Trust, nor shall any Trustee be responsible for any act or omission of any other Trustee.

Section 10.2.3. Advice of Experts and Reports of Others. The Trustees may take advice of counsel or other experts with respect to the meaning and operation of this Declaration of Trust and their duties as Trustees hereunder, and shall be under no liability for any act or omission in accordance with such advice or for failing to follow such advice. In discharging their duties, the Trustees, when acting in good faith, shall be entitled to rely upon the books of account of the Trust and upon written reports made to the Trustees by any officer appointed by them, any independent public accountant and (with respect to the subject matter of the contract involved) any officer, partner or responsible employee of any other party to any contract entered into hereunder.

Section 10.2.4. Bond. The Trustees shall not be required to give any bond as such, nor any surety if a bond is required.

Section 10.2.5. Declaration of Trust Governs Issues of Liability. The provisions of this Declaration of Trust, to the extent that they restrict the duties and liabilities of the Trustees otherwise existing at law or in equity, are agreed by the Shareholders and all other Persons bound by this Declaration of Trust to replace such other duties and liabilities of the Trustees.

Section 10.3. Liability of Third Persons Dealing with Trustees. No person dealing with the Trustees shall be bound to make any inquiry concerning the validity of any transaction made or to be made by the Trustees or to see to the application of any payments made or property transferred to the Trust or upon its order.

Section 10.4. Liability of Shareholders. Without limiting the provisions of this Section 10.4 or the DSTA, the Shareholders shall be entitled to the same limitation of personal liability extended to stockholders of private corporations organized for profit under the General Corporation Law of the State of Delaware.

Section 10.4.1. Limitation of Liability. No personal liability for any debt or obligation of the Trust shall attach to any Shareholder or former Shareholder of the Trust, and neither the Trustees, nor any officer, employee or agent of the Trust shall have any power to bind any Shareholder personally or to call upon any Shareholder for the payment of any sum of money or assessment whatsoever other than such as the Shareholder may at any time personally agree to pay by way of subscription for any Shares or otherwise.

Section 10.4.2. Indemnification of Shareholders. In case any Shareholder or former Shareholder of the Trust shall be held to be personally liable solely by reason of being or having been a Shareholder and not because of such Shareholder’s acts or omissions or for some other reason, the Shareholder or former Shareholder (or, in the case of a natural person, his or her heirs, executors, administrators or other legal representatives or, in the case of a corporation or other entity, its corporate or other general successor) shall be entitled out of the assets of the Trust to be held harmless from and indemnified against all loss and expense arising from such liability; provided, however, there shall be no liability or obligation of the Trust arising hereunder to reimburse any Shareholder for taxes paid by reason of such Shareholder’s ownership of any Shares or for losses suffered by reason of any changes in value of any Trust assets. The Trust shall, upon request by the Shareholder or former Shareholder, assume the defense of any claim made against the Shareholder for any act or obligation of the Trust and satisfy any judgment thereon.

Section 10.5. Indemnification.

Section 10.5.1. Indemnification of Covered Persons. Subject to the exceptions and limitations contained in Section 10.5.2, every person who is, or has been, a Trustee, officer, employee or agent of the Trust, including persons who serve at the request of the Trust as directors, trustees, officers, employees or agents of another organization in which the Trust has an interest as a shareholder, creditor or otherwise (hereinafter referred to as a “Covered Person”), shall be indemnified by the Trust to the fullest extent permitted by law against liability and against all expenses reasonably incurred or paid by him in connection with any claim, action, suit or proceeding in which he becomes involved as a party or otherwise by virtue of his being or having been such a Trustee, director, officer, employee or agent and against amounts paid or incurred by him in settlement thereof.

Section 10.5.2. Exceptions. No indemnification shall be provided hereunder to a Covered Person:

(a) For any liability to the Trust or its Shareholders arising out of a final adjudication by the court or other body before which the proceeding was brought that the Covered Person engaged in willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office;

(b) With respect to any matter as to which the Covered Person shall have been finally adjudicated not to have acted in good faith in the reasonable belief that his or her action was in the best interests of the Trust; or

(c) In the event of a settlement or other disposition not involving a final adjudication (as provided in paragraph (a) or (b) of this Section 10.5.2) and resulting in a payment by a Covered Person, unless there has been either a determination that such Covered Person did not engage in willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office by the court or other body approving the settlement or other disposition, or a reasonable determination, based on a review of readily available facts (as opposed to a full trial-type inquiry), that he or she did not engage in such conduct, such determination being made by: (i) a vote of a majority of the Disinterested Trustees (as such term is defined in Section 10.5.5) acting on the matter (provided that a majority of Disinterested Trustees then in office act on the matter); or (ii) a written opinion of independent legal counsel.

Section 10.5.3. Rights of Indemnification. The rights of indemnification herein provided may be insured against by policies maintained by the Trust, and shall be severable, shall not affect any other rights to which any Covered Person may now or hereafter be entitled, shall continue as to a person who has ceased to be a Covered Person, and shall inure to the benefit of the heirs, executors and administrators of such a person. Nothing contained herein shall affect any rights to indemnification to which Trust personnel other than Covered Persons may be entitled by contract or otherwise under law.

Section 10.5.4. Expenses of Indemnification. Expenses of preparation and presentation of a defense to any claim, action, suit or proceeding subject to a claim for indemnification under this Section 10.5 shall be advanced by the Trust prior to final disposition thereof upon receipt of an undertaking by or on behalf of the recipient to repay such amount if it is ultimately determined that he or she is not entitled to indemnification under this Section 10.5, provided that either:

(a) Such undertaking is secured by a surety bond or some other appropriate security or the Trust shall be insured against losses arising out of any such advances; or

(b) A majority of the Disinterested Trustees acting on the matter (provided that a majority of the Disinterested Trustees then in office act on the matter) or independent legal counsel in a written opinion shall determine, based upon a review of the readily available facts (as opposed to the facts available upon a full trial), that there is reason to believe that the recipient ultimately will be found entitled to indemnification.

Section 10.5.5. Certain Defined Terms Relating to Indemnification. As used in this Section 10.5, the following words shall have the meanings set forth below:

(a) A “Disinterested Trustee” is one (i) who is not an Interested Person of the Trust (including anyone, as such Disinterested Trustee, who has been exempted from being an Interested Person by any rule, regulation or order of the Commission), and (ii) against whom

none of such actions, suits or other proceedings or another action, suit or other proceeding on the same or similar grounds is then or has been pending;

(b) “Claim,” “action,” “suit” or “proceeding” shall apply to all claims, actions, suits, proceedings (civil, criminal, administrative or other, including appeals), actual or threatened; and

(c) “Liability” and “expenses” shall include without limitation, attorneys’ fees, costs, judgments, amounts paid in settlement, fines, penalties and other liabilities.

ARTICLE 11

Termination or Reorganization

Section 11.1. Termination of Trust or Series or Class. Unless terminated as provided herein, the Trust and each Series and Class designated and established pursuant to this Declaration of Trust shall continue without limitation of time.

Section 11.1.1. Termination. Subject to approval by the affected Shareholders, the Trust, any Series, or any Class (and the establishment and designation thereof) may be terminated by an instrument executed by a majority of the Trustees then in office; provided, however, that no approval of affected Shareholders is necessary if a majority of the trustees then in office determines that the continuation of the Trust, Series, or Class is not in the best interests of the Trust, such Series, such Class, or the affected Shareholders as a result of factors or events adversely affecting the ability of the Trust, Series, or Class to conduct its business and operations in an economically viable manner.

Section 11.1.2. Distribution of Assets. Upon termination of the Trust or any Series or Class, after paying or otherwise providing for all charges, taxes, expenses and liabilities, whether due or accrued or anticipated, as may be determined by the Trustees, the Trust shall, in accordance with such procedures as the Trustees consider appropriate, reduce the remaining assets of the Trust to distributable form in cash or other securities, or any combination thereof, and distribute the proceeds to the affected Shareholders in the manner set forth by resolution of the Trustees. To the extent permitted by the 1940 Act or other applicable law, the Trustees may require affected Shareholders to receive Shares of any remaining Series or Class in lieu of such proceeds.

Section 11.1.3. Certificate of Cancellation. Upon termination of the Trust, the Trustees shall file a certificate of cancellation in accordance with Section 3810 of the DSTA.

Section 11.2. Sale of Assets. The Trustees may sell, convey, or transfer the assets of the Trust, or the assets belonging to any one or more Series, to another trust, partnership, association or corporation organized under the laws of any state of the United States, or to the Trust to be held as assets belonging to another Series of the Trust, in exchange for cash, shares or other securities (including, in the case of a transfer to another Series of the Trust, Shares corresponding to such other Series) with such transfer either (i) being made subject to, or with the assumption

by the transferee of, the liabilities belonging to each Series the assets of which are so transferred, or (ii) not being made subject to, or not with the assumption of, such liabilities. Following such transfer, the Trustees shall distribute such cash, Shares or other securities (giving due effect to the assets and liabilities belonging to and any other differences among the various Series the assets belonging to which have so been transferred) among the Shareholders of the Series corresponding to the Series the assets belonging to which have been so transferred. If all of the assets of the Trust have been so transferred, the Trust shall be terminated pursuant to Section 11.1.

Section 11.3. Merger or Consolidation.

Section 11.3.1. Authority to Merge or Consolidate. The Trust, or any one or more Series, may, either as the successor, survivor, or non-survivor, (i) consolidate with one or more other trusts, partnerships, associations or corporations organized under the laws of the State of Delaware or any other state of the United States, to form a new consolidated trust, partnership, association or corporation under the laws under which any one of the constituent entities is organized, or (ii) merge into one or more other trusts, partnerships, associations or corporations organized under the laws of the State of Delaware or any other state of the United States, or have one or more such trusts, partnerships, associations or corporations merged into it, any such consolidation or merger to be upon such terms and conditions as are specified in an agreement and plan of reorganization entered into by the Trust, or one or more Series as the case may be, in connection therewith. The terms “merge” or “merger” as used herein shall also include the purchase or acquisition of any assets of any other trust, partnership, association or corporation which is an investment company organized under the laws of the State of Delaware or any other state of the United States.

Section 11.3.2. No Shareholder Approval Required. Any such consolidation or merger shall not require the vote of the Shareholders affected thereby, unless such vote is required by the 1940 Act or other applicable laws, or unless such merger or consolidation would result in an amendment of this Declaration of Trust which would otherwise require the approval of such Shareholders.

Section 11.3.3. Subsequent Amendments. In accordance with Section 3815(f) of DSTA, an agreement of merger or consolidation may effect any amendment to this Declaration of Trust or the Bylaws (if any) or effect the adoption of a new declaration of trust or Bylaws (if any) of the Trust if the Trust is the surviving or resulting business trust.

Section 11.3.4. Certificate of Merger or Consolidation. Upon completion of the merger or consolidation, the Trustees shall file a certificate of merger or consolidation in accordance with Section 3810 of the DSTA.

ARTICLE 12

Amendments

Section 12.1. Generally. Except as otherwise specifically provided herein or as required by the 1940 Act or other applicable law, this Declaration of Trust may be amended at any time by an instrument in writing signed by a majority of the Trustees then in office.

Section 12.2. Certificate of Amendment. In the event of any amendment to this Declaration of Trust which affects the certificate of trust filed by the Trust in accordance with Section 2.1, the Trustees shall file a certificate of amendment in accordance with Section 3810 of the DSTA.

Section 12.3. Prohibited Retrospective Amendments. No amendment of this Declaration of Trust or repeal of any of its provisions shall limit or eliminate the limitation of liability provided to Trustees and officers hereunder with respect to any act or omission occurring prior to such amendment or repeal.

ARTICLE 13

Miscellaneous Provisions

Section 13.1. Certain Internal References. In this Declaration of Trust or in any such amendment, references to this Declaration of Trust, and all expressions like “herein,” “hereof” and “hereunder,” shall be deemed to refer to this Declaration of Trust as a whole and as amended or affected by any such amendment.

Section 13.2. Certified Copies. The original or a copy of this Declaration of Trust and of each amendment hereto shall be kept in the office of the Trust where it may be inspected by any Shareholder. Anyone dealing with the Trust may rely on a certificate by an officer or Trustee of the Trust as to whether or not any such amendments have been made and as to any matters in connection with the Trust hereunder, and with the same effect as if it were the original, may rely on a copy certified by an officer or Trustee of the Trust to be a copy of this Declaration of Trust or of any such amendments.

Section 13.3. Execution of Papers. Except as the Trustees may generally or in particular cases authorize the execution thereof in some other manner, all deeds, leases, contracts, notes and other obligations made by the Trustees shall be signed by the President, any Vice President, Treasurer, any Assistant Treasurer, Secretary, or any Assistant Secretary, or any officer authorized to do so by the Trustees or any of the foregoing.

Section 13.4. Fiscal Year. The fiscal year of the Trust shall end on September 30, or such other date as fixed by resolution of the Trustees.

Section 13.5. Governing Law. This Declaration of Trust is executed and delivered with reference to DSTA and the laws of the State of Delaware by all of the Trustees whose signatures

appear below, and the rights of all parties and the validity and construction of every provision hereof shall be subject to and construed according to DSTA and the laws of the State of Delaware (unless and to the extent otherwise provided for and/or preempted by the 1940 Act or other applicable federal securities laws); provided, however, that there shall not be applicable to the Trust, the Trustees, or this Declaration of Trust (a) the provisions of Section 3540 of Title 12 of the Delaware Code or (b) any provisions of the laws (statutory or common) of the State of Delaware (other than the DSTA) pertaining to trusts which are inconsistent with the rights, duties, powers, limitations or liabilities of the Trustees set forth or referenced in this Declaration of Trust. All references to sections of the DSTA or the 1940 Act, or any rules or regulations thereunder, refer to such sections, rules, or regulations in effect as of the date of this Declaration of Trust, or any successor sections, rules, or regulations thereto.

Section 13.6. Headings. Headings are placed herein for convenience of reference only, and in case of any conflict, the text of this instrument, rather than the headings, shall control. This instrument may be executed in any number of counterparts, each of which shall be deemed an original.

Section 13.7. Resolution of Ambiguities. The Trustees may construe any of the provisions of this Declaration insofar as the same may appear to be ambiguous or inconsistent with any other provisions hereof, and any such construction hereof by the Trustees in good faith shall be conclusive as to the meaning to be given to such provisions. In construing this Declaration, the presumption shall be in favor of a grant of power to the Trustees.

Section 13.8. Seal. No official seal of the Trust shall be required to execute any instruments on behalf of the Trust in accordance with Section 13.3.

Section 13.9. Severability. The provisions of this Declaration of Trust are severable, and if the Trustees shall determine, with the advice of counsel, that any of such provision is in conflict with the 1940 Act, the DSTA, or with other applicable laws and regulations, the conflicting provision shall be deemed never to have constituted a part of this Declaration of Trust; provided, however, that such determination shall not affect any of the remaining provisions of this Declaration of Trust or render invalid or improper any action taken or omitted prior to such determination. If any provision of this Declaration of Trust shall be held invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall attach only to such provision in such jurisdiction and shall not in any manner affect such provision in any other jurisdiction or any other provision of this Declaration of Trust in any jurisdiction.

Section 13.10. Signatures. To the extent permitted by applicable law, any instrument signed pursuant to a validly executed power of attorney shall be deemed to have been signed by the Trustee or officer executing the power of attorney.

IN WITNESS WHEREOF, the undersigned, being the Trustees of the Trust, have executed this Amended and Restated Declaration of Trust as of the date first written above.

(signature)

______________________________

Lorence D. Wheeler

(signature)

______________________________

James R. Imhoff, Jr.

(signature)

______________________________

Philip E. Blake

(signature)

______________________________

Steven P. Riege

(signature)

______________________________

Richard E. Struthers

(signature)

______________________________

Katherine L. Frank

AMENDED AND RESTATED

INVESTMENT ADVISORY AGREEMENT

This Agreement is made as of this 19th day of April, 2013, by and between MADISON ASSET MANAGEMENT, LLC , a Wisconsin limited liability company having its principal place of business in Madison, Wisconsin (the “Adviser”), and MADISON FUNDS (f/k/a MEMBERS Mutual Funds), a Delaware business trust created pursuant to a Declaration of Trust (the “Trust”).

The parties hereto, intending so to be legally bound, agree with each other as follows:

1. Appointment and Acceptance . The Trust hereby appoints the Adviser to manage the investment of the assets of each existing series of the Trust listed on Exhibit A hereto and any additional series that the Trust may establish from time to time (each, a “Fund” and collectively, the “Funds”), and to administer the affairs of the Trust. The Adviser hereby accepts such appointment and agrees to employ its best efforts to supervise the investment management of the Funds. Subject to the provisions of the Investment Company Act of 1940, as amended (the “1940 Act”), and the Investment Advisers Act of 1940, as amended (the “Advisers Act”), the Adviser may retain any affiliated or unaffiliated parties including, but not limited to, investment adviser(s) and/or investment sub-adviser(s) and administrator(s) to perform any or all of the services set forth in this Agreement.

2. Discretion of the Adviser . In the performance of its duties hereunder, the Adviser shall have full authority to act as it deems advisable, except that it shall be bound by (i) the terms of the Declaration of Trust of the Trust, (ii) any written direction given by the Board of Trustees of the Trust (the “Board”) not inconsistent with this Agreement, and (iii) the investment policies of the Trust from time to time in effect. Subject only to the foregoing, the Adviser shall have full authority to purchase and sell securities for each Fund, and the Adviser may determine the persons with whom such securities transactions are to be made and the terms thereof.

3. Other Activities of the Adviser . The Adviser and any of its affiliates shall be free to engage in any other lawful activity, including the rendering to others of services similar to those rendered to the Trust hereunder; and the Adviser or any interested person thereof shall be free to invest in the Trust as a shareholder, to become an officer or trustee of the Trust if properly elected, or to enter into any other relationship with the Trust approved by the Board and in accordance with applicable law. The Adviser agrees that it will not deal with itself or with any affiliated person or promoter or principal underwriter of the Trust (or any affiliated person of the foregoing) acting as a principal, in effecting securities transactions for the account of the Trust. It is further agreed that in effecting any such transaction with such a person acting as a broker or agent, compensation to such person shall be permitted, provided that the transaction is in the ordinary course of such person’s business and the amount of such compensation does not exceed 1% of the purchase or sale price of the securities involved. If the Adviser or any affiliate thereof provides any other goods or services which otherwise would be paid for by the Trust pursuant to this Agreement, then the Trust shall pay the Adviser or such affiliate the cost reasonably allocated by the Adviser or affiliate to such goods or services.

4. Investment by Adviser . The Adviser shall not take, and shall not permit any of its shareholders, officers, directors or employees to take long or short positions in the shares of the Trust, except for the purchase of shares of the Trust for investment purposes at the same price as is available to the public at the time of purchase, or in connection with the original capitalization of the Trust. In connection with purchases or sales of portfolio securities for the account of the Trust, neither the Adviser nor any officer, director or employee of the Adviser shall act as a principal or receive any commission therefor.

5. Expenses of the Trust . The Trust shall pay all of its expenses not expressly assumed by the Adviser herein. Without limitation, the expenses of the Trust assumed by the Trust hereby shall include the following:

(a) Expenses related to the continued existence of the Trust;

(b)

Fees and expenses of the Board (except those affiliated with the Adviser) and the officers and the administrative employees of the Trust;

(c)

Fees paid to the Adviser hereunder;

(d)

Fees and expenses of preparing, printing and distributing official filings, reports, prospectuses and documents required pursuant to applicable state and federal securities laws, and expenses of reports to shareholders;

(e)

Fees and expenses of custodians, transfer agents, dividend disbursing agents, shareholder servicing agents, registrars, and similar agents;

(f)

Expenses related to the issuance, registration, repurchase, exchange and redemption of shares and certificates representing shares;

(g)

Auditing, accounting, legal, insurance, portfolio administration, association membership, printing, postage, and other administrative expenses;

(h)

Expenses relating to qualification or licensing of the Trust, shares in the Trust, or officers, employees and agents of the Trust under applicable state and federal securities laws;

(i)

Expenses related to shareholder meetings and proxy solicitations and materials; and

(j)

Interest expense, taxes and franchise fees, and all brokerage commissions and other costs related to purchase and sales of portfolio securities.

In addition to the foregoing, the Trust shall assume all losses and liabilities incurred in the administration to the Trust and of its investment portfolio, and it shall pay such non-recurring expenses as may arise through litigation, administrative proceedings, claims against the Trust, the indemnification of members of the Board, officers, employees, shareholders and agents, or otherwise.

6. Compensation to the Adviser .

(a)

For its services hereunder, the Trust shall pay to the Adviser, at the end of each calendar month, a management fee calculated as a percentage of the average value of the net assets each day for each Fund during that month at the annual rates set forth in Exhibit A hereto. The Adviser’s fee shall be accrued daily at 1/365th of the applicable annual rate (or 1/366 th of the applicable annual rate in leap years). For the purpose of accruing compensation, the net assets of each Fund shall be determined in the manner and on the dates set forth in the Declaration of Trust or the current registration statement of the Trust and, on days on which the net assets are not so determined, the net asset value computation to be used shall be as determined on the immediately preceding day on which the net assets were determined.

(b)

In the event of termination of this Agreement, all compensation due through the date of termination will be calculated on a pro-rated basis through the date of termination and paid within 15 business days of the date of termination. During any period when the determination of net asset value is suspended, the net asset value of a Fund as of the last business day prior to such suspension shall for this purpose be deemed to be the net asset value at the close of each succeeding business day until it is again determined.

(c)

The Adviser shall have the right to waive any portion of its management fee during any period, and it may permanently reduce the amount of the fee under such terms as it may determine by written notice thereof to the Trust. The Adviser shall have the right to make payments out of its management fee or other resources to others, as it solely determines.

7. Limitation of Expenses of the Trust . In addition to investment management expenses related to the Trust, the Adviser shall pay the fees and expenses of any Board members and officers of the Trust affiliated with the Adviser, all promotional expenses of the Trust to the extent not paid for by the Trust pursuant to a plan of distribution adopted pursuant to Rule 12b-1 under the 1940 Act, the rent expense of the Trust’s principal executive offices, and the expenses of formation of the Trust and any series thereof. In addition, the Adviser shall reimburse the Trust for all of its expenses, excluding securities transaction commissions and expenses, taxes, interest, share distribution expenses, and extra-ordinary and non-recurring expenses, which exceed during any fiscal year the applicable expense limitation in any State or other jurisdiction in which the Trust, during the fiscal year, becomes subject to regulation by qualification or sale of its shares. Any such required reimbursement shall be made within a reasonable period following the close of the fiscal year to which it relates, and the Adviser may elect to pay all or a portion of any such reimbursement it anticipates will be required at any time or from time to time during the fiscal year to which the reimbursement relates.

8. Limitation of Adviser’s Liability . The Adviser shall not be liable for any loss incurred in connection with its duties hereunder, nor for any action taken, suffered or omitted and believed by it to be advisable or within the scope of its authority or discretion, except for

acts or omissions involving willful misfeasance, bad faith, gross negligence or reckless disregard of the duties assumed by it under this Agreement.

9. Limitation of Trust’s Liability . The Adviser acknowledges that it has received notice of and accepts the limitations upon the Trust’s liability set forth in its Declaration of Trust. The Adviser agrees that the Trust’s obligations hereunder in any case shall be limited to the Trust and to its assets and that the Adviser shall not seek satisfaction of any such obligation from the shareholders of the Trust nor from any member of the Board, or any officer, employee or agent of the Trust.

10. Term of Agreement . This Agreement, as amended and restated, shall not become effective unless and until it is approved by the Board, including a majority of trustees who are not parties to this Agreement or interested persons of any such party. Once approved, this Agreement shall come into full force and effect on the date set forth above and shall have an initial term of one year; provided that this Agreement shall not become effective as to any subsequently created Funds until it has again been approved by the Board, including a majority of trustees who are not parties to this Agreement or interested persons of any such party, and by the initial shareholder of each such Fund. As to each Fund, this Agreement shall continue in effect for one year successive terms so long as such continuance is approved at least annually by (i) the Board, or by the vote of a majority of the outstanding voting securities of each Fund, and (ii) a majority of the trustees who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval.

11. Termination .

(a)

Notwithstanding any provision of this Agreement, it may be terminated at any time, without penalty, by the Board or, with respect to any Fund, by the vote of a majority of the outstanding voting securities of such Fund, or by the Adviser, upon 60 days’ written notice to the other party.

(b)

This Agreement may not be assigned by the Adviser and shall automatically terminate immediately upon any assignment.

12. Name of the Trust . The Trust shall have the exclusive right to the use of the name "Madison Funds" as long as this Agreement is in effect.

13. Use of Terms . The terms “affiliated person,” “interested person,” “assignment,” “broker,” and “majority of the outstanding voting securities” as used herein, shall have the same meanings as in the 1940 Act and any applicable regulations thereunder.

14. Control of Adviser . The Adviser is controlled by Madison Investment Holdings, Inc. (“MIH”), a registered investment adviser located in Madison, Wisconsin. Because of this relationship, the Adviser shares personnel and resources with MIH and its other affiliates, including Madison Investment Advisors, LLC (“MIA”), a registered investment adviser located in Madison, Wisconsin. As such, individuals performing services for and resources utilized by

the Adviser may also perform services for and be utilized by MIH and its other affiliates, including MIA.

IN WITNESS WHEREOF , the parties have caused this Agreement to be signed on their behalf by their respective officers duly authorized and their respective seals to be affixed hereto, as of the date first above written.

MADISON ASSET MANAGEMENT, LLC

By: (signature)

Katherine L. Frank, its President

MADISON FUNDS

By: (signature)

Pamela M. Krill, its General Counsel

Exhibit A

Fund Name	Management Fee 1
Conservative Allocation	0.20%
Moderate Allocation	0.20%
Aggressive Allocation	0.20%
Cash Reserves	0.40% 2
Tax-Free Virginia	0.50%
Tax-Free National	0.50%
Government Bond	0.40% 3
Core Bond	0.50%
High Quality Bond	0.30%
Corporate Bond	0.40%
High Income	0.55%
Diversified Income	0.65%
Dividend Income	0.75% 4
Equity Income	0.85%
Disciplined Equity	0.75%
Investors	0.75% 5
Large Cap Value	0.55%
Large Cap Growth	0.75%
Mid Cap	0.75%
Small Cap	1.00%
NorthRoad International	0.80%
International Stock	1.05%

Except for the following Funds, each Fund’s management fee will be reduced by 0.05% on assets exceeding $500 million, and by another 0.05% on assets exceeding $1 billion: Conservative Allocation, Moderate Allocation, Aggressive Allocation, Tax-Free Virginia, Tax-Free National, Government Bond, High Quality Bond, Corporate Bond, Dividend Income, Equity Income, Disciplined Equity, Investors, and NorthRoad International Funds.

2 The Adviser hereby agrees to waive its management fee and reimburse Fund expenses to the extent necessary to maintain a one-day yield of zero, until at least May 1, 2014.

3	The Adviser hereby agrees to waive 0.10% of its management fee until at least May 1, 2014.

4	The Adviser hereby agrees to waive 0.10% of its management fee until at least May 1, 2014.

5	The management fee for this Fund is 0.75% on the first $100 million of assets, and 0.60% on assets in excess of $100 million. The Adviser hereby agrees to waive 0.10% of its management fee until at least May 1, 2014.

The Adviser does not have the right to recoup any previously waived fees.

Madison NorthRoad International Fund

(a series of Madison Funds)

INVESTMENT SUB-ADVISORY AGREEMENT

THIS INVESTMENT SUB-ADVISORY AGREEMENT (“Agreement”), effective as of this 19 th day of April, 2013, by and between MADISON INVESTMENT ADVISORS, LLC, a Wisconsin limited liability company (the “Adviser”), and NORTHROAD CAPITAL MANAGEMENT LLC, a New York limited liability company (the “Sub-Adviser”).

Adviser and Sub-Adviser agree as follows:

1. Appointment of Sub-Adviser . Adviser hereby engages the services of Sub-Adviser in connection with Adviser’s management of the Madison NorthRoad International Fund (the “Portfolio ”), a series of Madison Funds (the “ Trust ”). Pursuant to this Agreement and subject to the oversight and supervision by Adviser and the officers and the Board of Trustees (the “Trustees” ) of the Trust, Sub-Adviser shall manage the investment and reinvestment of the assets of the Portfolio as requested by Adviser. Sub-Adviser hereby accepts employment by Adviser in the foregoing capacity and agrees, at its own expense, to render the services set forth herein and to provide the office space, furnishings, equipment and personnel required by it to perform such services on the terms and for the compensation provided in this Agreement.

2.	Sub-Adviser’s Duties .

Sub-Adviser shall furnish continuously an investment program for the Portfolio and shall determine from time to time in its discretion the securities and other investments to be purchased or sold or exchanged and what portions of the Portfolio shall be held in various securities, cash or other investments. In this connection, Sub-Adviser shall provide Adviser and the officers and Trustees of the Trust with such reports and documentation as the latter shall reasonably request regarding Sub-Adviser’s management of the Portfolio’s assets.

Sub-Adviser shall carry out its responsibilities under this Agreement in compliance with: (i) the Portfolio’s investment objective, policies and restrictions as set forth in the Trust’s current registration statement, (ii) such policies or directives as the Trust’s Trustees may from time to time establish or issue, and (iii) applicable law and related regulations. Adviser shall promptly notify Sub-Adviser of changes to (i) or (ii) above and shall notify Sub-Adviser of changes to (iii) above promptly after it becomes aware of such changes.

Sub-Adviser and Adviser acknowledge that Sub-Adviser is not the compliance agent for the Trust or for Adviser, and does not have access to all of the Trust’s or the Portfolio’s books and records necessary to perform certain compliance testing. To the extent that Sub-Adviser has agreed to perform the services specified in this Agreement in accordance

with the Trust’s registration statement, the Trust’s Declaration of Trust, the Portfolio’s prospectus and any policies adopted by the Trustees applicable to the Portfolio, and in accordance with applicable law, Sub-Adviser shall perform such services based upon its books and records with respect to the Portfolio, which comprise a portion the Portfolio’s books and records, and upon information and written instructions received from the Trust or Adviser, and shall not be held responsible under this Agreement so long as it performs such services in accordance with this Agreement, the policies of the Trustees and applicable law based upon such books and records and such information and instructions provided by the Trust or Adviser. Adviser shall promptly provide Sub-Adviser with copies of the Trust’s registration statement, the Trust’s Declaration of Trust, the Portfolio’s currently effective prospectus and any written policies or procedures adopted by the Trustees applicable to the Portfolio and any amendments or revisions thereto.

3. Brokerage Discretion . Sub-Adviser shall have full and complete discretion to establish brokerage accounts with one or more brokers, dealers or other financial intermediaries as Sub-Adviser may select, including those which from time to time may furnish to Sub-Adviser or its affiliates statistical and investment research information and other services. Sub-Adviser will place orders with or through such brokers, dealers or other financial intermediaries in accordance with Sub-Adviser’s brokerage policies and the policy with respect to brokerage set forth in the Trust’s registration statement or as the Trustees or Adviser may direct from time to time, in conformity with federal securities laws. On occasions when Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Portfolio as well as other clients of Sub-Adviser, Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transactions, will be made by Sub-Adviser in the manner Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Portfolio and to its other clients.

4. Proxy Voting . Unless Adviser gives Sub-Adviser written instructions to the contrary, Sub-Adviser shall use its good faith judgment in a manner which it reasonably believes best serves the interests of the Portfolio’s shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio may be invested. Sub-Adviser shall not file class action claims or derivative shareholder claims on behalf of the Portfolio. However, should Sub-Adviser become aware of such claims, Sub-Adviser shall promptly provide all relevant information to the Portfolio’s custodian.

5. Services Not Exclusive . Sub-Adviser’s services under this Agreement are not exclusive. Sub-Adviser may provide the same or similar services to other clients. Sub-Adviser shall, for all purposes herein, be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent Adviser, the Trust or the Portfolio or otherwise be deemed an agent of Adviser, the Trust or the Portfolio.

6. Compensation . For the services rendered, the facilities furnished and the expenses assumed by Sub-Adviser, Adviser shall pay Sub-Adviser at the end of each month, a fee based on the average daily net assets of the Portfolio at the annual rate of 0.80%. Sub-Adviser’s fee shall be accrued daily at 1/365 th of the applicable annual rate set forth above (1/366 th in leap years). For the purposes of accruing compensation, the net assets of the Portfolio shall be determined in the manner and on the dates set forth in the current prospectus of the Trust, and, on days on which the net assets are not so determined, the net asset value computation to be used shall be as determined on the next day on which the net assets shall have been determined. In the event of termination of this Agreement, all compensation due through the date of termination will be calculated on a pro-rated basis through the date of termination and paid within 30 business days of the date of termination. During any period when the determination of net asset value is suspended, the net asset value of the Portfolio as the last business day prior to such suspension shall for this purpose be deemed to be the net asset value at the close of each succeeding business day until it is again determined. To the extent Sub-Adviser desires to have the Portfolio placed on any third-party fund platforms for distribution purposes, Sub-Adviser shall be responsible for the payment of all fees associated therewith.

7. Books and Records .

Sub-Adviser shall maintain all books and records with respect to the Portfolio’s transactions required by subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of Rule 31a-1 under the Investment Company Act of 1940, as amended (the “1940 Act” ), and shall render to Adviser such periodic and special reports as Adviser may reasonably request.

Sub-Adviser agrees that all books and records which it maintains for the Portfolio or the Trust pursuant to this section are the property of the Trust and further agrees to surrender promptly to Adviser or the Trust any such books, records or information upon Adviser’s or the Trust’s request. All such books and records shall be made available, within five business days of a written request, to the Trust’s accountants or auditors during regular business hours at Sub-Adviser’s offices. Adviser and the Trust or either of their authorized representatives shall have the right to copy any records in the possession of Sub-Adviser which pertain to the Portfolio or the Trust. Such books, records, information or reports shall be made available to properly authorized government representatives consistent with state and federal law and/or regulations. In the event of the termination of this Agreement, all such books, records or other information shall be returned to Adviser or the Trust, however, Sub-Adviser may retain a copy of such documents.

8. Cooperation . Adviser and Sub-Adviser shall cooperate with each other in providing information, reports and other materials to regulatory and administrative bodies having proper jurisdiction over the Portfolio, Adviser and Sub-Adviser in connection with the services provided pursuant to this Agreement; provided, however, that this agreement to cooperate does not apply

to the provision of information, reports and other materials which either Adviser or Sub-Adviser reasonably believes the regulatory or administrative body does not have the authority to request or is the privileged or confidential information of Adviser or Sub-Adviser.

9. Confidentiality . Each party to this Agreement agrees that it will not disclose or use any records or information of the other party (the “Non-Disclosing Party” ) obtained pursuant to this Agreement in any manner whatsoever except as authorized in this Agreement and that it will keep confidential any non-public information obtained pursuant to this Agreement and disclose such information only if Non-Disclosing Party (or the Trust, in cases where the Non-Disclosing Party is the Adviser) has authorized such disclosure, or if such disclosure is required by federal or state regulatory authorities.

10. Standard of Care . In the absence of willful misfeasance, bad faith or gross negligence on the part of Sub-Adviser or its officers, directors or employees, or reckless disregard by Sub-Adviser of its duties under this Agreement, Sub-Adviser shall not be liable to Adviser, the Portfolio, the Trust or to any shareholder of the Portfolio for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security, except to the extent specified in Section 36(b) of the 1940 Act concerning loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services.

11. Representations and Warranties .

A.	Adviser represents and warrants that:

(1)

Adviser is registered with the U.S. Securities and Exchange Commission (the “SEC” ) under the Investment Advisers Act of 1940, as amended (the “Advisers Act” ). Adviser shall remain so registered throughout the term of this Agreement and shall notify Sub-Adviser immediately if Adviser ceases to be so registered as an investment adviser;

(2)	Adviser is a limited liability company duly organized and validly existing under the laws of the State of Wisconsin with the power to own and possess its assets and carry on its business as it is now being conducted;

(3)

The execution, delivery and performance by Adviser of this Agreement are within Adviser’s powers and have been duly authorized by all necessary action on the part of its directors, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of Adviser for the execution, delivery and performance of this Agreement by the parties hereto, and the execution, delivery and performance of this Agreement by the parties hereto does not contravene or constitute a default under: (a) any provision of applicable law, rule or

(4)	regulation; (b) Adviser’s Articles of Organization or Operating Agreement; or (c) any agreement, judgment, injunction, order, decree or other instruments binding upon Adviser;

(5)	This Agreement is a valid and binding agreement of Adviser;

(6)

Adviser’s Form ADV is publicly available at www.adviserinfo.sec.gov . Adviser represents that it will notify Sub-Adviser, within a reasonable time after filing any material amendment to its Form ADV with the SEC. The information contained in Adviser’s Form ADV is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading; and

(7)	Adviser acknowledges that it received a copy of Sub-Adviser’s current Form ADV Part II or disclosure brochure in lieu thereof, at least 48 hours prior to the execution of this Agreement and has delivered a copy of the same to the Trust.

B.	Sub-Adviser represents and warrants that:

(1)	Sub-Adviser is registered with the SEC under the Advisers Act . Sub-Adviser shall remain so registered throughout the term of this Agreement and shall notify Adviser immediately if Sub-Adviser ceases to be so registered as an investment adviser;

(2)	Sub-Adviser is a limited liability company duly organized and validly existing under the laws of the State of New York with the power to own and possess its assets and carry on its business as it is now being conducted;

(3)

The execution, delivery and performance by Sub-Adviser of this Agreement are within Sub-Adviser’s powers and have been duly authorized by all necessary action on the part of its directors, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of Sub-Adviser for the execution, delivery and performance of this Agreement by the parties hereto, and the execution, delivery and performance of this Agreement by the parties hereto does not contravene or constitute a default under: (a) any provision of applicable law, rule or regulation; (b) Sub-Adviser’s Articles of Organization or Operating Agreement; or (c) any agreement, judgment, injunction, order, decree or other instruments binding upon Sub-Adviser;

This Agreement is a valid and binding Agreement of Sub-Adviser;

(4)

Sub-Adviser’s Form ADV is publicly available at www.adviserinfo.sec.gov . Sub-Adviser represents that it will notify the Adviser within a reasonable time after filing any material amendment to its Form ADV with the SEC. The information contained in Sub-Adviser’s Form ADV is accurate and complete in all material respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading.

12. Use of Name . Adviser will not use, and will not permit the Trust to use, Sub-Adviser’s name (or that of any affiliate) or any derivative thereof or logo associated therewith in Trust literature without prior approval by Sub-Adviser; provided, however, that Adviser and the Trust have Sub-Adviser’s permission to use Sub-Adviser’s name as part of the name of the Portfolio.

13. Term of Agreement; Termination; Amendment .

This Agreement shall not become effective unless and until it is approved by the Trustees, including a majority of Trustees who are not parties to this Agreement or interested persons of any such party to this Agreement. This Agreement shall come into full force and effect on the date set forth above. This Agreement shall continue in effect for one year and shall thereafter continue in effect from year to year so long as such continuance is specifically approved at least annually by (i) the Trustees, or by the vote of a majority of the outstanding voting securities of the Portfolio; and (ii) a majority of those Trustees who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval.

This Agreement may be terminated at any time without the payment of any penalty, by the Trustees or by vote of a majority of the outstanding voting securities of the Portfolio on 60 days’ written notice to Adviser and Sub-Adviser, or by Adviser, or Sub-Adviser, on 60 days’ written notice to the other. This Agreement shall automatically terminate in the event of its assignment or in the event of the termination of the investment advisory agreement between Adviser and the Trust regarding Adviser’s management of the Portfolio.

C.	This Agreement may be amended by either party only if such amendment is specifically approved by a majority of those Trustees who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval.

14. Defined Terms . The terms “assignment,” “affiliated person,” “interested person,” and “majority of the outstanding voting securities,” when used in this Agreement, shall have the respective meanings specified in the 1940 Act.

15. Governing Law . This Agreement shall be construed in accordance with laws of the State of Wisconsin, and applicable provisions of the 1940 Act and the Advisers Act.

16. Severability . If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first above written.

Madison Asset Management, LLC

By: (signature)

Pamela M. Krill, General Counsel

NorthRoad Capital Management LLC

By: (signature)

Katherine L. Frank, Executive Director and COO of Managing Member, Madison Asset Management, LLC

AMENDED AND RESTATED

DISTRIBUTION AGREEMENT

This Amended and Restated Distribution Agreement is made as of this 19 th day of April, 2013, by and between (i) MFD Distributor, LLC a Wisconsin limited liability corporation having its principal place of business in Scottsdale, Arizona (the “Distributor”), (ii) Madison Funds, a statutory trust organized and existing under the laws of the state of Delaware, and (iii) the Ultra Series Fund (“USF”), a business trust organized and existing under the laws of the state of Massachusetts (Madison Funds and USF are collectively referred to herein as the “Trusts” and individually, a “Trust”).

In consideration of the mutual covenants contained herein and for other good and valuable consideration, the parties hereto, intending so to be legally bound, agree with each other as follows:

1. Appointment of Distributor . Each of the Trusts hereby appoint the Distributor its exclusive agent to offer and distribute shares of the Trusts at the public offering price thereof described and set forth in the Trusts’ current prospectus(es). The Distributor hereby accepts such appointment. The Distributor shall have no obligation to sell, distribute or redeem any specific amount of the Trusts’ shares.

2. Scope of Authority . The Distributor is authorized act as the Madison Funds’ agent to make offers of Madison Fund shares directly to the public or distribute such shares to the public through securities brokers, dealers or other intermediaries. The Distributor is authorized to act as USF’s agent to make offers of USF shares to insurance company separate accounts, qualified retirement plans and any other eligible purchaser. The Distributor is also authorized to act as an agent of the Trusts in connection with any redemption of the Trusts’ shares, either directly or through securities brokers, dealers or other intermediaries. In the performance of its activities hereunder, the Distributor shall be authorized to take such action not inconsistent with the express provisions hereof as it deems advisable.

The Distributor agrees that in offering, selling or redeeming shares of the Trusts it will duly conform to all applicable state and federal laws and the rules and regulations of any self-regulatory organization established pursuant to federal law to which the Distributor may belong. The Distributor is authorized by the Trusts only to give information or make representations regarding the Trusts’ shares to the extent such information or representations are contained in each Trust’s current prospectus, in its currently effective registration statement filed with the Securities and Exchange Commission (“Registration Statements”), or in supplemental information to such prospectus approved by the Trusts. The Distributor agrees that any other such information or representations it provides shall be given entirely without liability or recourse to the Trusts.

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3. Duties of the Distributor and the Trusts .

a.	The Trusts employ the Distributor to:

i.	promote the Trusts;

ii.	make offers of sale of shares of each series of the Trusts on a best efforts basis from time to time during the term of this Agreement as agent for the Trusts and upon the terms described in the Registration Statements;

iii.

enter into agreements, at the Distributor’s discretion, for the sale of Madison Fund shares by registered and qualified broker-dealers or by distributors of mutual funds shares that are exempt from registration as a broker-dealer, provided that all such entities shall act in accordance with the Registration Statements and shall comply with all applicable laws, rules and regulations;

iv.	enter into participation agreements, at the Distributor’s discretion, for the sale of USF shares to insurance company separate accounts, qualified retirement plans, and other eligible purchasers, in accordance with the Registration Statements and all applicable laws, rules and regulations;

in connection with the offers of sale of Trust shares, to give only such information and make such representations as are permitted by applicable law, and to review and approve all mutual fund advertising and sales literature and ensure that any required filing of sales literature and advertisements with appropriate authorities used by the Distributor in connection with the sale of Trust shares shall be accomplished; and

vi.

offer Trust shares at the public offering price which shall be the net asset value per share as next determined by the Trusts, plus applicable sales loads (if any), following receipt and acceptance by the Trust of a proper offer to purchase, as determined in accordance with each respective Trust’s Declaration of Trust and By-Laws, as amended (collectively, the “Declarations of Trust”) and the Registration Statements. The Trusts shall promptly furnish (or arrange for another person to furnish) the Distributor with a quotation of the public offering price on each business day.

b.	Each Trust agrees:

i.	That it will not, without the Distributor’s consent, sell or agree to sell any Trust shares other than through the Distributor, except that the Trusts may:

(1)

issue or sell their respective shares in connection with a merger or consolidation with any other investment company (or series thereof) or the respective Trust’s acquisition by purchase or otherwise of all or substantially all of the assets of any investment company (or series thereof) or substantially all of the outstanding shares of any such company (or series thereof);

(2)

issue shares to shareholders for reinvestment of cash distributions from capital gains or net investment income of the Trusts;

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(3)

issue shares to shareholders who exercise any exchange privilege set forth in the Registration Statements;

(4)

issue shares directly to registered shareholders pursuant to the authority of the Board of Trustees of the applicable Trust; or

(5)

sell shares in any jurisdiction in which the Distributor is not registered as a broker-dealer.

ii.	To permit the Distributor to use any list of shareholders of the Trust or any other list of investors which it obtains in connection with its provision of services under this Agreement, subject to the Trusts applicable privacy procedures;

iii.	To keep the Distributor fully informed of its affairs and to make available to the Distributor copies of all information, financial statements and other materials which the Distributor may reasonably request for use in connection with the distribution of Trust shares;

iv.	To cooperate fully in the efforts of the Distributor to arrange for the sale of Trust shares and in the performance of services by the Distributor under this Agreement; and

v.	To register or cause to be registered all shares sold by the Trusts as a result of the Distributor’s efforts under this Agreement in such name or names and amounts as the Distributor may request from time to time.

The Trusts reserve the right at any time to withdraw all offerings of any or all of their shares by written notice to the Distributor at its principal office.

It is understood that the Distributor shall not open shareholder accounts to hold shares of the Trusts, but that it may enter into selling agreements with other entities qualified or authorized to do so.

It is further understood that, to the extent such obligations are not assumed by other qualified broker-dealers with whom the Distributor has entered into selling agreements, the Trusts shall, as issuers and through their duly appointed transfer agents, be responsible for effecting purchases and redemptions of all Trust shares, maintaining any purchase and sales books and records (including, if applicable, order tickets), new account forms and creating, maintaining and delivering shareholder confirmations and account statements. The Distributor shall not be responsible for providing such services in its capacity as Distributor of Trust shares.

4. Other Activities of the Distributor and Compliance . The Distributor and any of its affiliates shall be free to engage in any other lawful activity, including the rendering to others of services similar to those to be rendered to the Trusts hereunder, and the Distributor or any interested person thereof shall be free to invest in the Trusts as a shareholder, to become an officer or trustee thereof if properly elected, or to enter into any other relationship with the Trusts approved by the trustees of the Trusts and in accordance with law.

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In carrying out its obligations under this Agreement, the Distributor shall comply with (a) all applicable provisions of the federal securities laws and regulations thereunder and the rules of the Financial Industry Regulatory Authority, Inc.; (b) the provisions of the Registration Statements of the Trusts as amended from time to time; and (c) the provisions of the Declarations of Trust.

In connection with complying with applicable anti-money laundering procedures of the Trusts:

Upon request by the Trusts’ anti-money laundering compliance officer (“AMLCO”), the Distributor will make available information relating to the identity and business of each broker-dealer or other firm that engages in the sales of shares of the Trusts. The Distributor shall immediately notify the Board of Trustees of each applicable Trust if it receives information that any broker-dealer or other firm is not in compliance with the USA PATRIOT Act of 2001 (the “PATRIOT Act”);

Selling agreements between the Distributor and other broker-dealer (or other distributing) firms shall include provisions requiring each broker-dealer (or other distributing) firm to: (i) comply with the PATRIOT Act and have an anti-money laundering compliance program; (ii) confirm a customer’s identity and the source of the funds involved in the purchase of shares of the Trusts to the extent required by the PATRIOT Act and any laws, rules, requirements, regulations or regulatory guidance thereunder; and (iii) report to the AMLCO, to the extent permitted by applicable law, including Section 314(b) of the PATRIOT Act, any suspicious activity involving the purchase of shares of the Trust.

Selling agreements between the Distributor and broker-dealer (or other distributing) firms shall also include provisions intended to satisfy the requirements of Rule 22c-2 of the Investment Company Act of 1940, as amended (the “1940 Act”), or such provisions must be included in a separate agreement between the Distributor and such broker-dealers (or other distributing firms).

5. Compensation to the Distributor . As compensation for providing services under this Agreement, the Distributor shall receive the following fees: (a) for each series and/or class of shares of a Trust for which a distribution plan pursuant to Section 12(b) of the 1940 Act and Rule 12b-1 promulgated thereunder (“12b-1 Plan”) is in effect, a distribution and/or service fee at the rate and under the terms and conditions described in each such 12b-1 Plan, subject to any limitations on such fees as the Board of Trustees of the applicable Trust may impose; and (b) that portion of any front-end sales load received from shareholders upon the purchase of Trust shares which is not otherwise paid out to the broker-dealer, agent or other financial intermediary involved in the sale.

Additional payments to the Distributor from the Trusts’ investment adviser, Madison Asset Management, LLC (the “Adviser”), or the Trusts’ administrator may be made in accordance with applicable law.

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The parties to this Agreement recognize that the Distributor is a wholly-owned subsidiary of Madison Investment Holdings, Inc. (“MIH”), and all its costs and expenses hereunder not otherwise reimbursed by 12b-1 Plan payments will be borne by the Adviser, a subsidiary of MIH, pursuant to a shared services agreement between the Adviser and the Distributor. The Distributor has no employees of its own and shares all personnel and resources with the Adviser, MIH and/or their affiliates.

6. Relationship to Investment Advisor . It is understood by the parties hereto that each Trust has entered into an Investment Advisory Agreement and a Services Agreement with the Adviser, pursuant to which the Adviser will provide investment management services to the Trusts and administer their affairs. The Distributor has entered into this Agreement to perform certain services partially in consideration of the Trusts’ ongoing employment of the Adviser as aforesaid. If, at any time, the Adviser ceases to act as investment adviser to the Trusts under terms substantially those of the Investment Advisory Agreement, or, if at any time, the Adviser ceases to be an entity at least 50% (in terms of voting rights) under common control with the Distributor, then this Agreement shall immediately terminate as of a date 30 days from the date of such event, unless within such 30-day period, the Distributor gives written notice to the Trusts that it waives such termination. The Trusts specifically acknowledge the relationship between the Distributor hereunder and the Adviser.

7. Limitation of the Distributor’s Liability . The Distributor shall not be liable for any loss incurred in connection with any of its activities hereunder, nor for any action taken, suffered or omitted and believed by it to be advisable or within the scope of its authority or discretion, except for acts or omissions involving willful misfeasance, bad faith, gross negligence or reckless disregard of the responsibilities assumed by it under this Agreement.

8. Limitation of Trusts’ Liability . The Distributor acknowledges that it has received notice of and accepts the limitations upon the Trusts’ liability set forth in their respective Declarations of Trust. The Distributor agrees that the Trusts’ obligations hereunder in any case shall be limited to the Trusts and to their assets and that the Distributor shall not seek satisfaction of any such obligation from the shareholders of the Trusts nor from any trustee, officer, employee or agent of the Trusts.

9. Term of Agreement . This Agreement, as amended and restated, shall not become effective unless and until it is approved by the Board of Trustees of each Trust, including a majority of trustees who are not parties to this Agreement or interested persons of any such party. Once approved, this Agreement shall come into full force and effect on the date set forth above and shall have an initial term of one year. Thereafter, as to each Trust, this Agreement shall continue in effect for one year successive terms so long as such continuance is approved at least annually by (i) the Board of Trustees of each Trust, or by the vote of a majority of the outstanding voting securities of each Trust, and (ii) a majority of the trustees who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval.

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10. Termination .

Notwithstanding any provision herein, this Agreement may be terminated at any time, without penalty, by the members of the Board of Trustees of either Trust who are not interested persons of the applicable Trust and who have no direct or indirect financial interest in the operation of any 12b-1 Plans or this Agreement (collectively referred to as the “Independent Trustees”), or by the Distributor, upon 60 days’ written notice to the other party.

This Agreement may not be assigned by the Distributor and shall automatically terminate upon any assignment. Noting herein shall prevent the Distributor from employing any other persons or agents, as its own expense, to assist it in the performance of its duties hereunder. However, the Distributor will remain responsible to the Trusts for any such sub-contracted services.

11. Amendments . This Agreement may be amended at any time by mutual agreement in writing by the parties hereto, provided that such amendment is approved by the vote of a majority of the Board of Trustees of each Trust, including a majority of the Independent Trustees of each Trust.

12. Governing Law . This Agreement shall be construed in accordance with and governed by the laws of the State of Wisconsin.

13. Use of Terms . The terms “interested person,” “assignment” and “majority of the outstanding voting securities,” as used herein, shall have the same meanings as in the 1940 Act and any applicable regulations thereunder.

IN WITNESS WHEREOF , the parties have caused this Agreement to be signed on their behalf by their respective officers duly authorized as of the date above written.

MFD DISTRIBUTOR, LLC

By: (signature)

W. Richard Mason, Principal

MADISON FUNDS and ULTRA SERIES FUND

By: (signature)

Katherine L. Frank, President

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MUTUAL FUND DEALER SELLING AND SERVICING AGREEMENT

THIS MUTUAL FUND DEALER SELLING AND SERVICE AGREEMENT (this “Agreement”) is entered into as of _____________________, 20____ (the “Effective Date”) by and between (a) MFD Distributor, LLC (“MFD”), f/b/o Madison Funds, with a business address of c/o Madison Asset Management, LLC, 550 Science Drive, Madison, WI 53711, and (b)____________________________________________________________________, a ______________________, with a business address of _________________________________

___________________________________________________________ (“Dealer”).

WHEREAS , MFD, a registered broker-dealer with the Securities and Exchange Commission (“SEC”) under the Securities Exchange Act of 1934, as amended (the “1934 Act”), and a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”), is the principal underwriter and distributor of Madison Funds (the “Funds”);

WHEREAS , MFD hereby appoints Dealer as a dealer authorized to offer, sell and service shares issued by the Funds (the “Shares”), subject to any limitations imposed by any of the Funds and to confirmation of the sales by MFD or its designated agent;

WHEREAS , Dealer has the requisite authority to offer, sell and service the Funds contemplated under this Agreement and is a registered broker-dealer with the SEC under the 1934 Act and a member of the FINRA; and

WHEREAS , MFD desires to have Dealer offer, sell and service the Shares and to provide certain administrative services to its customers who own Shares as described in this Agreement; and Dealer desires to engage in such activities and provide such services pursuant to this Agreement.

NOW, THEREFORE , in consideration of the mutual promises made herein, the parties hereto agree as follows:

1. Purpose of Agreement . The principal purpose of this Agreement is to set forth the terms and conditions pursuant to which Dealer, through its registered representatives (“Representatives”), will offer, sell and service the Shares hereunder. Further, Dealer will provide certain administrative services to its customers who own Shares described below.

2. Roles and Responsibilities of MFD .

2.1 Offering, Selling and Purchasing Shares .

2.1.1 Prospectus and Other Materials. References herein to the “Prospectus” shall mean the various prospectuses (including supplements thereto) and the statement of additional information of the Funds as from time to time is in effect. MFD will deliver to Dealer a copy of the current Prospectus and will provide to Dealer, as Dealer may reasonably request, copies of the Prospectus, statement of additional information, shareholder reports and supplementary sales materials prepared by MFD for the Funds.

2.1.2 Compensation in Connection With Front-End and Deferred Sales Charges. As compensation for each sale of the Shares made by Dealer (excluding Shares sold as a reinvestment of dividends or other distributions from a Fund), Dealer will be allowed the concessions and sales charges, if any, on the Shares disclosed in the Prospectus for the appropriate class of Shares of the Funds (the “Dealer Commissions”). MFD will pay, or direct the Funds to make payment directly of, Dealer Commissions to Dealer according to the procedures established by MFD. MFD reserves the right to revise Dealer Commissions upon written notice to Dealer.

2.1.3 Asset-Based Sales Compensation. Pursuant to a distribution plan adopted by the Funds’ board of trustees for certain classes of Shares pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended (the “1940 Act”), MFD is authorized to pay Dealer distribution fees it receives from the Funds at the rates shown in Schedule D hereto (“Distribution Fees”) or to direct the Funds to make such payments directly to Dealer. Subject to Subsection 3.2.4 below, for all periods during which Dealer (a) meets the qualification requirements in Subsection 3.2.1 below, and (b) performs the distribution services listed in Subsection 3.2.3 below, MFD shall pay or otherwise arrange for Dealer to be paid the Distribution Fees shown in Schedule D based on the Shares for which it is the dealer of record (excluding Shares held by Dealer’s own retirement plans).

2.1.4 Other Compensation. In addition to any Dealer Commissions allowed pursuant to Subsection 2.1.2 and any Distribution Fees paid pursuant to Subsection 2.1.3, MFD and/or its affiliated persons may pay additional compensation to Dealer for various purposes out of their own resources (“Other Compensation”). Other Compensation payable to Dealer under this Agreement is shown in Schedule E. The Dealer Commissions, Distribution Fees and any Other Compensation paid by MFD to Dealer will be in accordance with FINRA rules and guidelines and other applicable law.

2.1.5 Offering and Redemption Prices. Subject to confirmation by the Funds, the Funds shall execute all orders they accept from Dealer for the purchase of Shares at the public offering price per share next determined after they receive the order, and shall execute all orders they accepts from Dealer for the redemption of Shares at the net asset value per share, less any deferred sales charge and/or redemption fee, next determined after they receive the order.

2.1.6 Procedures for Handling Orders. Procedures relating to the pricing and handling of purchase and redemption orders for Shares are subject to instructions provided by MFD or its designated agent to Dealer from time to time. The instructions will be effective on the earlier of the date specified in the instructions or the date received by the Dealer. The Funds reserve the right, at their discretion and without notice, to suspend or cease the offer and sale of one or more classes of Shares of any and all of the Funds.

2.2 Servicing the Shares .

2.2.1 Service Fees. Pursuant to a shareholder service plan adopted by the Funds’ board of trustees for certain classes of Shares, MFD is authorized to pay Dealer or arrange for Dealer to be paid by the Funds service fees from the Funds at the rates shown in Schedule C hereto (“Service Fees”). Subject to Subsection 3.2.4 below, for all periods during which Dealer (a) meets the qualification requirements in Subsection 3.2.1 below, and (b) performs the shareholder services listed in Subsection 3.2.2 below, MFD shall pay to Dealer or arrange for payment to Dealer the Service Fees shown in Schedule C based on the Shares for which it is the dealer of record (excluding Shares held by Dealer’s own retirement plans). The Service Fees paid to Dealer will be in accordance with FINRA rules and guidelines and other applicable law.

3. Roles and Responsibilities of Dealer .

3.1 Offering, Selling and Purchasing Shares .

3.1.1 Offering the Shares. Dealer agrees to exercise its best efforts to find purchasers for the Shares. Dealer understands and agrees that it is solely responsible for recommendations by its Representatives to a customer to purchase or redeem Shares and shall ensure that such recommendations are based on reasonable grounds for believing that the recommendation is suitable. In particular, Dealer understands that the Funds offer multiple classes of Shares and represents that it has established compliance procedures to ensure that: (a) customers are made aware of the terms of each available class of Shares, (b) each customer is offered only Shares (and Share classes) that are suitable investments for the customer, (c) each customer is provided the opportunity to obtain sales charge break-points, and (d)

recommendations by Representatives are properly supervised. Schedule A shows the Share classes and Funds available to Dealer for offer and sale under this Agreement.

3.1.2 Purchase and Redemption of Shares. Dealer will transmit to MFD, or its designated agent, promptly upon receipt, any orders it receives from customers to purchase or redeem Shares. Dealer agrees to promptly issue confirmation statements for all accepted purchase and redemption orders for accounts registered in Dealer’s name. Dealer shall make all sales subject to MFD’s or its designated agent’s confirmation. All orders are subject to acceptance or rejection by MFD or its designated agent, in its sole discretion, and by the Funds in their sole discretion. Dealer agrees to follow the procedures and instructions MFD or its designated agent may forward from time to time relating to the pricing and handling of orders. In particular, Dealer agrees that:

(a) In submitting orders to MFD or its designated agent to purchase or redeem Shares, Dealer acts as agent for its customers and acts as agent for MFD and the Funds solely for the limited purpose of receiving orders from its customers.

(b) All orders it submits to MFD or its designated agent to purchase or redeem Shares shall reflect orders received from its customers or are orders for its own account for its own bona fide investment.

(d) As agent for its customers, Dealer shall not delay placing customers’ orders to purchase or redeem Shares in order to profit from such delays.

(e) It is responsible for the accuracy, timeliness and completeness of any orders it transmits to purchase or redeem Shares, whether by wire, telephone, electronic mail, or facsimile. In this regard, Dealer agrees to guarantee the signature of its customers when such a guarantee is required by the Funds or MFD.

(f) If Dealer tenders any Shares for redemption within seven days of their having been sold, Dealer shall promptly refund any Dealer Commissions it received on the sale of such Shares and shall not charge a deferred sales charge in connection with such redemptions.

(g) It has in place policies and procedures reasonably designed to detect and deter purchase or redemption orders by its customers in violation of Rule 22c-1 under the 1940 Act.

3.1.3 Public Offering Price of Shares. Dealer will offer and sell the Shares only at the public offering price disclosed in the Prospectuses of the Funds.

3.1.4 Prospectus of the Funds. At the time of sale, Dealer will furnish to each purchaser a copy of the then-current Prospectus for the applicable Share class and Funds. Dealer will offer and sell the Shares only in accordance with the terms and conditions of the Prospectus of the Funds. Dealer understands that no person, including itself, is authorized to give any information or to make any representations other than those contained in the Prospectus and any additional information, in shareholder reports or in such supplementary sales materials. Dealer agrees to not use any other offering materials for the Funds without the prior written consent of MFD.

3.1.5 Payment. Dealer will pay MFD, or its designated agent, which agent may be the Funds, the offering price, less any Dealer Commission to which Dealer is entitled, within three (3) business days of confirmation of Dealer’s order, or such shorter time as may be required by law. If such payment is not received within said time period, the Funds reserve the right, without prior notice, to cancel the sale or cause it to be cancelled by its designated agent, or, at their option, to return the Shares, or cause the Shares to be returned by its designated agent, to the issuer for redemption or repurchase. In the latter case, the Funds shall have the right to hold Dealer responsible for any loss. Should payment be made by check on Dealer’s local bank, liquidation of the Shares may be delayed pending clearance of Dealer’s check.

3.2 Distributing and Servicing Shares .

3.2.1 Qualification Requirements .

(a) For the purpose of the payment of Distribution and Services Fees hereunder, Dealer is the Dealer of record for Shares having an aggregate value of at least the minimum amount set forth in Schedule B (“Dealer Firm Requirements”) throughout the period for which the Distribution and/or Service Fees are paid. The Funds’ accounts are accounts in any Funds, but excluding any accounts for Dealer’s own retirement plans.

(b) One or more of Dealer’s current employees must be designated as a Representative on accounts having Shares of an aggregate value of at least the minimum amount set forth in Schedule B under Registered Representative Requirements throughout the period for which the Distribution and/or Service Fees are paid.

(c) Dealer will provide the following information and agrees that MFD or its designated agent will be entitled to rely on the accuracy of such information in updating records for determining the levels of the Distribution and/or Service Fees payable to Dealer under the terms of this Agreement. Dealer understands that such payments will be based solely on the Funds’ records.

(i) For each of the Funds’ accounts registered in the name of one of Dealer’s customers, Dealer will advise MFD or its designated agent of the Funds’ account number and Representative’s name, identification number, social security number, and branch number, preferably by electronic means before the end of the second month in each calendar quarter, if requested.

(ii) For each of the Funds’ accounts designated as a “street name account” of the Dealer, Dealer will use its best efforts to advise MFD or its designated agent of the Funds’ account number, net asset value of the account, date of valuation, and, for each Representative assigned to assets in the account: Representative’s name, identification number, social security number, branch number, and the net asset value of assigned assets in the account, preferably by electronic means before the end of the second month in each calendar quarter, if requested.

3.2.2

Required Shareholder Services .

(a) Dealer will assign one of its Representatives to each of the Funds’ accounts on Dealer’s records and reassign the Funds’ accounts should any Representative terminate his/her relationship with Dealer. Dealer agrees to notify MFD or its designated agent within five (5) business days of such termination by any Representative.

(b) Dealer and its Representatives will assist MFD, its designated agent and its affiliates in providing the following services to shareholders of the Funds:

(i) Maintain regular contact with shareholders in assigned accounts and assist in answering inquiries concerning the Funds.

(ii) Assist in distributing sales and service literature provided by MFD, particularly to the beneficial owners of accounts registered as street name accounts.

(iii) Assist MFD, its designated agent and its affiliates in the establishment and maintenance of shareholder accounts and records.

(iv) Assist shareholders in effecting administrative changes, such as changing dividend options, account designations, address, automatic investment programs or systematic investment plans.

(v) Assist in processing purchase and redemption transactions.

(vi) Provide any other information or services as the customer, MFD or the Funds may reasonably request.

(c) Dealer will support MFD’s marketing efforts by granting reasonable requests for visits to Dealer’s offices by MFD and/or the Funds’ representatives and by including all of the Funds on Dealer’s “approved” list.

(d) Dealer’s compliance with the services set forth in this Subsection may be evaluated by MFD or its affiliates from time to time by surveying shareholder satisfaction with service, by monitoring redemption levels of shareholder accounts assigned to Dealer or by such other methods, as MFD or its affiliates deem appropriate.

(e) The provisions of this Subsection 3.2.2 may be amended by MFD from time to time upon written notice to Dealer.

3.2.3 Required Distribution Services . Dealer and its Representatives will provide the following distribution services:

(a) Promote the Funds and offer and sell Class A, Class B, Class C and Class Y Shares of the Funds (collectively referred to herein as the “Select Share Classes”). 1

(b) Provide and compensate Representatives who shall offer and sell the Select Share Classes of the Funds, including provision of:

(i) supervision and oversight of Representatives;

(ii) office support and general management of Representatives; and

(iii) sales literature about the Funds and the Select Share Classes and other sales and promotion materials to Representatives;

(c) Prepare sales literature about the Funds and the Select Share Classes and other sales and promotion materials, but only in cooperation with MFD.

(d) Distribute the Prospectus for the Select Share Classes of the Funds.

(e) Distribute copies of shareholder reports for the Select Share Classes of the Funds as sales literature.

(f) Hold seminars and other promotional events for prospective investors of the Select Share Classes of the Funds, but only in cooperation with MFD.

(g) Where appropriate, advertise and generally promote the Funds and the Select Share Classes, but only in cooperation with MFD.

3.2.4 Eligibility for Distribution and Service Fees . Dealer understands and agrees that the payment of any Distribution and/or Service Fees is subject to the limitations contained in the applicable distribution and/or service plan for each class of each Fund’s Shares, which may be changed or discontinued at any time. Dealer understands that it has no right to receive payment of Distribution Fees or Service Fees unless the applicable Fund pays such a fee to MFD or to Dealer at MFD’s direction pursuant to the applicable distribution and/or service plan. Dealer’s failure to provide the shareholder services described in Section 3.2.2 above, or the distribution services described in Section 3.2.3 above, as either may be amended by MFD from time to time, or otherwise comply with the terms of this Agreement, will render Dealer ineligible to receive Distribution and/or Service Fees. The failure of any Representative to provide services required by this Agreement will render that Representative’s accounts ineligible as accounts on which the Distribution and/or Service Fees are paid.

3.2.5 Payments and Communications to Representatives . Dealer will assist MFD or its designated agent in distributing to Dealer’s Representatives periodic statements which MFD or its

1 Drafting Note : remove reference to Class Y shares if none will be offered by Dealer.

designated agent will have prepared showing the aggregate value of the Shares in the Funds which they are credited on MFD or its designated agents’ records.

3.3 Training and Supervision of Representatives. Dealer will be responsible for the proper instruction and training of all Representatives in order for the Shares to be offered in accordance with the terms and conditions of this Agreement, and with all applicable state and federal laws, rules, and regulations. Further, Dealer has established rules, procedures, supervisory and inspection techniques necessary to train and to supervise diligently the activities of Representatives.

3.4 Records. In accordance with the requirements of federal and state laws and rules of applicable self-regulatory organizations, as defined in the 1934 Act, including but not limited to the Rules of Fair Practice of FINRA, Dealer shall maintain complete records concerning the sale of the Shares, information regarding customers relating to the sale and/or servicing of the Shares, including the manner and extent of distribution of any sales and marketing or other solicitation material. Dealer shall make such records and files available to MFD at such times as MFD may reasonably request and shall make such material available to personnel of FINRA, SEC or other regulatory agency that has regulatory authority.

3.5 Fidelity Bond. Dealer represents and covenants that all of its directors, officers, employees and Representatives who have access to customer funds, including the Shares, are and will continue to be covered by a blanket fidelity bond including coverage for larceny, embezzlement and other defalcation, issued by a bonding company rate A- or better from A.M. Best or equivalent rating from another nationally recognized statistical rating organization. This bond shall be maintained at Dealer’s expense. Such bond shall be at least equivalent to the minimal coverage required under FINRA Rules. Dealer acknowledges that MFD may require evidence that such coverage is in force, and Dealer shall promptly give notice to MFD of any notice of cancellation or change of coverage. Dealer will assign any proceeds received from the fidelity bond company, error and omissions or other liability to MFD due to activities covered by the bond that resulted in a loss to MFD or the Funds. If there is any deficiency, Dealer will promptly pay MFD the amount of such deficiency on demand. Dealer shall indemnify and hold harmless MFD from any such deficiency and from the cost of collection.

3.6 Regulatory Compliance. Dealer hereby represents that it is registered as a broker-dealer with the SEC under the 1934 Act and is licensed and qualified as a broker-dealer or otherwise authorized to offer, sell and service, either directly or indirectly, the Shares under all applicable laws, rules and regulations of each jurisdiction in which the Shares will be offered, sold or serviced by Dealer. Dealer agrees to comply with all applicable state and federal laws, rules and regulations relating to the Shares and the Funds hereunder. Dealer further confirms that it is a member in good standing of FINRA and agrees to maintain such membership in good standing or, in the alternative, Dealer is a foreign dealer not eligible for membership in FINRA. Dealer agrees to abide by all the applicable rules and regulations of FINRA to which dealers in shares of open-end management investment companies are subject in connection with offering, selling and servicing the Shares, including without limitation the Rules of Conduct now in effect or hereafter adopted. Dealer further agrees that in offering, selling and servicing Shares, Dealer will comply with all applicable provisions of the Securities Act of 1933, as amended (the “1933 Act”). Dealer agrees not to offer or sell the Shares in any jurisdiction in which the Shares are not qualified for sale or in which Dealer is not qualified as a broker-dealer. Each party hereto agrees to notify the other immediately should it cease to be a member of FINRA.

3.7 Representations Regarding the Funds. Dealer and its Representatives are not authorized to make any representations concerning the Shares or the Funds except those contained in the Prospectus and in printed information provided by MFD or its designated agent as information supplemental to the Prospectus. In the event Dealer develops and creates advertising or sales materials with respect to the Shares or the Funds, all such materials must be approved by MFD or its designated agent prior to its use. Dealer shall be responsible for compliance and any required filing of such advertising or sales materials with FINRA or any other applicable regulatory authority.

3.8 Proprietary Information. Dealer acknowledges and agrees that information provided by MFD under this Agreement, disclosed verbally or in writing, is proprietary in nature and belongs exclusively to MFD. Dealer will use such proprietary information in accordance with and during the term of this Agreement and for no other purpose. Dealer will ensure that its officers, directors and Representatives will abide by the provisions hereof. Dealer agrees that it will not disclose any such information to any person, for consideration or otherwise, unless (a) MFD has authorized such disclosure in writing or (b) if such disclosure is expressly required by state or federal regulatory authorities or self-regulatory organizations, and MFD has received notice, in writing, of such disclosure. Upon request or termination of this Agreement, Dealer agrees to immediately return or destroy the proprietary information described in this Subsection according to the instructions given by MFD or its designated agent to Dealer.

4. Anti-Money Laundering . Each party hereto represents and warrants that they are, and will remain, in compliance with any and all applicable requirements of the Bank Secrecy Act (“BSA”), as amended by the USA Patriot Act of 2001 (“the Patriot Act”), any regulations thereunder, the regulations of the U.S. Department of the Treasury and any Executive Orders relating to the Office of Foreign Assets Control (“OFAC”), FINRA Rule 3011, and any other applicable requirements. Information and/or reports, in a form not prohibited by law, regarding suspicious activity involving the purchase of the Shares should be reported to MFD or its designated agent at the address specified above or at an address later specified in writing to Dealer. Furthermore, as applicable to each party, each party agrees to:

(a) Maintain and enforce an anti-money laundering (“AML”) program that includes written policies, procedures, and controls reasonably designed to ensure the respective party’s compliance with its responsibilities under any applicable laws, regulations, rules or requirements.

(b) Maintain and enforce Section 326 of the Patriot Act, “Know Your Customer,” identification and verification policies, procedures and controls reasonably designed to ensure the respective party’s compliance with its responsibilities under any applicable laws, regulations, rules or requirements.

(d) Appoint an AML Compliance Officer (“AMLCO”) responsible for administering its AML Program.

(e) Conduct periodic AML training programs.

(f) Monitor transactions to identify potentially suspicious activities.

(g) File Suspicious Activity Reports with the Financial Crimes Enforcement Network.

(h) Cooperate and share information with one another pursuant to Sections 312, 313, and 314 of the Patriot Act as to enable each party to conduct due diligence in monitoring of customer activity.

(i) Allow examiners from the SEC the ability to obtain information and records related to the Funds’ account holders and the ability to inspect for the purpose of examining compliance with the Patriot Act, BSA and any applicable laws, regulations, rules or requirements, as such compliance pertains to the distribution and sale of the Shares under the Agreement.

5. Independent Contractors . In offering, selling and servicing the Shares under this Agreement, Dealer is acting as an independent contractor and nothing herein shall be construed to constitute Dealer or any of Dealer’s agents, employees or Representatives as an agent or employee of MFD, or as an agent or employee of the Funds. As distributor of the Funds, MFD shall have full authority to take such action as it may deem advisable in respect of all matters pertaining to the distribution of the Shares. MFD shall not be under any obligation to Dealer, except for its obligations under this Agreement.

6. Term and Termination .

6.1 Term. This Agreement will commence on the Effective Date, and unless terminated as provided herein, will continue in force indefinitely or so long as the parties desire such continuance.

6.2 Termination. Either party hereto may terminate this Agreement, without cause, upon thirty (30) days’ written notice to the other party. MFD may terminate this Agreement for cause upon the violation by Dealer of any of the provisions hereof, such termination to become effective on the date of mailing such notice of termination to Dealer. This Agreement shall terminate effective immediately in the event: (a) either party ceases to be a member of FINRA; (b) the Distribution Agreement between MFD and the Funds is terminated; or (c) in the event of its assignment (except as provided in Section 12).

6.3 Effect of Termination. Upon termination of this Agreement, any obligation by MFD to pay Dealer Commissions, Distribution Fees and Service Fees will cease. Nevertheless, termination of this Agreement shall not end Dealer’s obligation to pay for Shares it has sold. Dealer will immediately return or destroy, according to MFD’s or its designated agent’s instructions, any and all proprietary information and any copies thereof as described in Subsection 3.8 hereof. Dealer agrees to retain all customer files and records pursuant to Subsection 3.4 hereof.

7. Mutual Indemnification .

7.1 MFD Indemnification. MFD will indemnify Dealer and hold Dealer harmless from any claim, demand, loss, expense or cause of action, including reasonable attorneys’ fees, resulting from the misconduct or gross negligence, as measured by industry standards, of MFD, its designated agents and employees, in carrying out its obligations under this Agreement; or the material breach of any term of this Agreement.

7.2 Dealer Indemnification. Dealer will indemnify MFD and hold MFD harmless from any claim, demand, loss, expense or cause of action, including reasonable attorneys’ fees, resulting from the misconduct or gross negligence, as measured by industry standards, of Dealer, Dealer’s agents, Representatives and employees, in carrying out Dealer’s obligations under this Agreement; or the material breach of any term of this Agreement, including, but not limited to, making of misleading or untrue statement to a customer relating to the Shares or the Funds, or failing to be registered as a broker-dealer under the 1934 Act or licensed in accordance with applicable federal or state laws, rules or regulations.

8. Notices . All notices or other communications required or permitted to be given under this Agreement shall be given in writing and shall be: (a) delivered by personal delivery; (b) sent by United States certified or registered mail, postage prepaid, return receipt requested; (c) sent by telecopier, facsimile machine or other electronic transmission; or (d) sent by private overnight service. All notices or communications to MFD and Dealer shall be given or sent to the addresses specified above. Each party may change the address to which notices or communications shall be sent by giving notice to the other party in accordance with this Section 8. Such notices or communications shall be effective upon receipt or on the date of mailing.

9. Sharing of Customer Information . The parties hereto acknowledge and agree that it may be necessary for MFD to share its customer information (“Customer Information”) with Dealer in order for Dealer to meet its obligations under this Agreement. With respect to the sharing, use and protection of Customer Information, Dealer agrees to the following:

9.1 Confidentiality and Restrictions on Disclosure of Customer Information . Dealer agrees to hold in strict confidence Customer Information obtained from MFD during this Agreement. Dealer agrees not to disclose Customer Information, in any form or medium, to any affiliated or nonaffiliated person, firm or corporation except as necessary to perform sales and services under this Agreement or as may be required by law. The parties acknowledge and agree that disclosing Customer Information to effectuate, service or administer a customer transaction shall not be considered a breach of the confidentiality obligations created hereunder. To the extent that Dealer contracts with a third party that obtains Customer Information in order to provide services under this Agreement, Dealer agrees to obtain contractual confidentiality protections to require the third party to hold Customer Information in strict confidence and not disclose it to any person unless required by law. Dealer agrees to comply with applicable privacy laws and regulations including, but not limited to, the Gramm-Leach-Bliley Act, Public Law 106-102 (1999) as set forth in 15 U.S.C.A. §6801, as amended and to comply with applicable changes in such laws and regulations as these occur and become effective.

9.2 Use of Customer Information. Dealer agrees to use Customer Information only to provide sales and services hereunder and not to use such information for any other purpose.

9.3 Obligation to Maintain Security over Customer Information. Dealer agrees to implement and maintain reasonable and customary security measures to safeguard Customer Information. Such measures shall include, but not be limited to, requiring employees who will have access to such information to agree to the confidentiality requirements of this Section 9.

10. Complaints and Investigations . The parties to this Agreement agree to cooperate fully in any securities regulatory investigation or proceeding or judicial or administrative proceeding with respect to each such party and any of their directors, officers, employees, designated agents or Representatives or their affiliates to the extent that such investigation or proceeding is in connection with any of the activities pursuant to this Agreement. Without limiting the generality of the foregoing: (a) Dealer shall promptly notify MFD of any complaint or comment regarding the sale of shares of the Funds or any allegations that Dealer or its directors, officers, employees, agents or Representatives violated any law, regulation or rule in connection with the activities governed by this Agreement; (b) Dealer shall promptly investigate any such complaints or allegations, take appropriate remedial measures and notify MFD of the same; and (c) Dealer shall cooperate fully with MFD in any regulatory, judicial and administrative proceeding involving Dealer’s activities under this Agreement.

11. Waiver . A waiver by any party of any terms and conditions of this Agreement in any one instance shall not be deemed or construed to be a waiver of any such term or condition for the future, or of any subsequent breach thereof, nor shall it be deemed a waiver of performance of any obligations hereunder.

12. Assignment . This Agreement shall not be assigned or transferred, except that MFD may assign or transfer this Agreement to any successor which becomes the principal underwriter and distributor of the Funds.

13. Governing Law . This Agreement and the rights and obligations of the parties hereunder shall be governed by and construed under the laws of the State of Wisconsin, without regard to conflict of laws principles; provided nothing herein shall be construed as being inconsistent with the 1933 Act, the 1934 Act, or the 1940 Act.

14. Amendment . This Agreement, including the Schedules hereto, shall be deemed amended as provided in any written notice delivered by MFD to Dealer.

15. Headings . The headings in this Agreement are solely for convenience of reference and shall not be given any effect in the construction or interpretation of this Agreement.

16. Severability . If any portion or provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement shall continue in full force and effect.

17. Survival . The provisions of Sections or Subsections 3.4, 3.8, 7, 9 and 16 shall survive the termination of this Agreement.

18. Entire Agreement . Except for the Rule 22c-2 Addendum which accompanies this Agreement, this Agreement, along with the Schedules attached hereto signed this same date, embody the entire agreement and understanding relating to the sale of Shares and service of the Funds and any other subject covered by this Agreement, and supersedes all prior agreements and understandings relating to such subject matter.

19. Counterparts . This Agreement may be executed in counterparts and all documents so executed shall constitute one agreement binding on the parties hereto.

IN WITNESS WHEREOF , the parties hereto have executed this Agreement as of the Effective Date set forth above.

MFD Distributor, LLC

By: __________________________________

Authorized Signature

__________________________________

Title

Dealer: [ ]

By: ______________________________________

Authorized Name (please print)

______________________________________

Authorized Signature

______________________________________

Title

NOTE: Please return two signed copies of this Agreement to:

MFD Distributor, LLC

c/o Madison Asset Management, LLC

Attn: Holly S. Baggot

550 Science Drive

Madison, WI 53711

Upon acceptance, one countersigned copy will be returned to Dealer for its files.

MUTUAL FUND DEALER SELLING AND SERVICE AGREEMENT

Schedule A - The Funds and Share Classes

CATEGORY A:	CLASS
Madison Core Bond Fund	A, B
Madison Diversified Fund	A, B, C
Madison Equity Income Fund	A, C
Madison High Income Fund	A, B
Madison International Stock Fund	A, B
Madison Large Cap Growth Fund	A, B
Madison Large Cap Value Fund	A, B
Madison Mid Cap Fund	A, B
Madison Small Cap Fund	A, B
Madison Aggressive Allocation Fund	A, B, C
Madison Moderate Allocation Fund	A, B, C
Madison Conservative Allocation Fund	A, B, C
CATEGORY B: 1
Madison Cash Reserves Fund	A, B
Madison Core Bond Fund	Y
Madison Equity Income Fund	Y
Madison High Income Fund	Y
Madison International Fund	Y
Madison Large Cap Growth Fund	Y
Madison Large Cap Value Fund	Y
Madison Mid Cap Fund	Y
Madison Small Cap Fund	Y
Madison Government Bond Fund	Y
Madison High Quality Bond Fund	Y
Madison Corporate Bond Fund	Y
Madison Investors Fund	Y
Madison NorthRoad International Fund	Y
Madison Dividend Income Fund	Y
Madison Disciplined Equity Fund	Y
Madison Tax-Free Virginia Fund	Y
Madison Tax-Free National Fund	Y

Schedule B - Minimum Assets

Dealer Firm Requirements. The minimum aggregate average net asset value of all accounts in the Funds specified by Subsection 3.2.1 is $250,000.

Registered Representative Requirements. With respect to Subsection 3.2.1(b), there will be no minimum asset qualification requirement in the Madison Funds applicable to Representatives. MFD will review this requirement prior to the start of each year and inform Dealer of any changes.

2 Drafting Note : remove references to Class Y shares if none will be offered by Dealer.

Schedule C - Annual Service Fee Rates

CATEGORY A:

Class A: 0.25% of average daily net assets

Class B: 0.25% of average daily net assets

Class C: 0.25% of average daily net assets

CATEGORY B: None

All payments are made quarterly for purchases settling prior to the last business day of the quarter. Minimum check to be paid to Dealer is $100.00 (if total is less than $100.00, payment will be withheld until the next quarterly cycle). For Class A and B shares , the first payment to Dealer begins accruing the first day following a sale of Shares by the Dealer. For Class C Shares , the first payment to Dealer begins accruing the thirteenth month following a sale of Shares by Dealer. MFD will review this prior to the start of each year and inform Dealer of any changes.

Schedule D - Annual Distribution Fee Rates

CATEGORY A and B:

Class A: None

Class B: None

Class C: 0.75% of average daily net assets

Class Y: None

All payments are made quarterly for purchases settling prior to the last business day of the quarter. Minimum check to be paid to Dealer is $100.00 (if total is less than $100.00, payment will be withheld until the next quarterly cycle). For Class C shares , the first payment to Dealer begins accruing the thirteenth month following a sale of Shares by Dealer. MFD will review this prior to the start of each year and inform Dealer of any changes.

Schedule E - Other Compensation -- Annual Rates

None.

RULE 22C-2 ADDENDUM to

MUTUAL FUND DEALER SELLING AND SERVICE AGREEMENT

This Addendum is made as of ________________________, 20_____ , by and between the distributor of Madison Funds, MFD Distributor, LLC (“Fund Agent”), a Wisconsin limited liability company, and __________________________ (“Dealer”), a _____________________.

For purposes of this Addendum:

The term “Fund” includes the fund’s principal underwriter. The term does not include

any money market fund.

The term “Shares” means the interests of Shareholders corresponding to the redeemable securities of record issued by the Fund that are held by the Dealer.

The term “Shareholder” means the beneficial owner of Shares, whether the Shares

are held directly or by the Dealer in nominee name.

The term “written” includes electronic writing and facsimile transmissions.

1. Agreement to Provide Shareholder Information. Dealer agrees to provide the Fund Agent, upon written request, the taxpayer identification number (“TIN”), if known, of any or all Shareholder(s) of the account and the amount, date, name or other identifier of any investment professional(s) associated with the Shareholder(s) or account (if known), and transaction type (purchase, redemption, transfer, or exchange) of every purchase, redemption, transfer, or exchange of Shares held through an account maintained by the Dealer during the period covered by the request.

1.1

Period Covered by Request. Requests must set forth a specific period, not to exceed 180 days from the date of the request, for which transaction information is sought. The Fund Agent may request transaction information older than 180 days from the date of the request as is deemed necessary to investigate compliance with policies established by the Fund Agent for the purposes of eliminating or reducing any dilution of the value of the outstanding shares issued by the Fund.

1.2

Form and Timing of Response. Dealer agrees to transmit the requested information that is on its books and records to the Fund or its designee promptly, but in any event not later than five (5) business days or such other time as agreed to by the Fund, after receipt of a request. If the requested information is not on the Dealer’s books and records, Dealer agrees to promptly obtain and transmit the requested information. Responses required by this paragraph must be communicated in writing and in a format mutually agreed upon by the parties. To the extent practicable, the format for any transaction information provided to the Fund should be consistent with the NSCC Standardized Data Reporting Format. For purposes of this provision, an “indirect intermediary” has the same meaning as in Rule 22c-2.

Page 1 of 3

Limitations on Use of Information . The Fund agrees not to use the information received for marketing or any other similar purposes without the prior written consent of the Dealer.

2. Agreement to Assess Redemption Fees. Dealer agrees to assess redemption fees on Shareholder transactions in accordance with the terms and conditions of the then-current Prospectus of the Fund(s).

2.1

Timing of Response . Dealer agrees to will remit to the Fund Agent, the redemption fee to which the Fund(s) are entitled, within thirty (30) business days of confirmation of order which resulted in a redemption fee to be charged, or such shorter time as may be required by law.

2.2

Format of Response. Dealer agrees to provide the Fund Agent the following information when remitting redemption fees: fund name, including share class; trade date; transaction type; amount of the trade; amount of fee collected; transaction type; and taxpayer identification number (“TIN”) of the account or the account number.

2.3

Form of Payment . Dealer agrees to remit payment to the Fund Agent either by (i) check or (ii) by wire.

2.4

Limitations on Use of Information. The Fund agrees not to use the information received for marketing or any other similar purposes without the prior written consent of the Dealer.

3. Agreement to Restrict Trading. Dealer agrees to execute written instructions from the Fund to restrict or prohibit further purchases or exchanges of Shares or take such other action as requested by the Fund for a Shareholder that has been identified by the Fund as having engaged in transactions of the Fund’s Shares (directly or indirectly through the Dealer’s account) that violate policies established by the Fund for the purposes of eliminating or reducing any dilution of the value of the outstanding Shares issued by the Fund.

3.1

Form of Instructions. Instructions much include the TIN, if known, and the specific restriction(s) to be executed. If the TIN is not known, the instructions must include an equivalent identifying number of the Shareholder(s) or account(s) or other agreed upon information to which the instruction relates.

3.2

Timing of Response. Dealer agrees to execute instructions as soon as reasonably practicable, but not later than five (5) business days after receipt of the instructions by the Dealer.

3.3

Confirmation by Dealer. Dealer must provide written confirmation to the Fund that instructions have been executed. Dealer agrees to provide confirmation as soon as reasonably practicable, but not later than ten (10) business days after the instructions have been executed.

Page 2 of 3

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first written above.

MFD Distributor, LLC

_________________________________________

(Signature)

By: ______________________________________

Title: _____________________________________

[insert name of Dealer]

_________________________________________

(Signature)

By: ______________________________________

Title: _____________________________________

Page 3 of 3

AMENDED AND RESTATED SERVICES AGREEMENT

This Agreement is made as of this 19 th day of April, 2013, by and between MADISON ASSET MANAGEMENT, LLC , a Wisconsin limited liability company having its principal place of business in Madison, Wisconsin (“MAM”), and MADISON FUNDS (f/k/a/ MEMBERS Mutual Funds) , a Delaware business trust (the “Trust”), on behalf of each existing series thereof listed in Exhibit A hereto and any additional series that the Trust may establish from time to time (each, a “Fund” and collectively, the “Funds”).

The parties hereto, intending so to be legally bound, agree with each other as follows:

1. Provision of Services . MAM hereby undertakes to provide, or arrange to have a third party provide, the Trust with such services as it may require in the ordinary conduct of its business, to the extent that MAM (or any other person), acting as the Trust’s investment adviser, has not undertaken to provide such services. In this regard, MAM shall provide, or arrange to have a third party provide, the following services to the Trust: transfer agent services; custodial services; fund administration services; and fund accounting services; and shall arrange and pay for independent public accounting services for audit and tax purposes, legal services, the services of independent trustees of the Trust, a fidelity bond, and directors and officers/errors and omissions insurance; and such other services necessary to the conduct of the Trust’s business (collectively, the “Services”). The Trust hereby engages MAM to provide it with such Services.

2. Scope of Authority . MAM shall be at all times, in the performance of its functions hereunder, subject to any direction and control of the Board of Trustees of the Trust (the “Board”) and of its officers, and to the terms of its Declaration of Trust. In the performance of its duties hereunder, MAM shall be authorized to take such action not inconsistent with the express provisions hereof as it deems advisable. Subject to the approval of the Board as necessary, MAM may contract with other persons to provide to the Trust with any of the Services contemplated herein under such terms as it deems reasonable and shall have the authority to direct the activities of such other persons in the manner it deems appropriate, with the following exceptions: (a) the independent public accounting services for audit and tax purposes shall be subject to the oversight of the Audit Committee of the Trust; and (b) legal counsel to the independent trustees shall be subject to the direction of the independent trustees.

3. Other Activities of MAM .

(a)

MAM and any of its affiliates shall be free to engage in any other lawful activity, including the rendering to others of services similar to those to be rendered to the Trust hereunder; and MAM or any interested person thereof shall be free to invest in the Trust as a shareholder, to become an officer or trustee thereof if properly elected, or to enter into any other relationship with the Trust approved by the Board and in accordance with law.

(b)

MAM agrees that it will not deal with the Trust in any transaction in which MAM acts as a principal, except to the extent as may be permitted by the terms of this Agreement. The records MAM maintains on behalf of the Trust are the sole property of the Trust and will be surrendered promptly to the Trust upon its request pursuant to Rule 31a-3 of the Investment Company Act of 1940, as amended (the “1940 Act”).

Compensation to MAM .

(a)

MAM agrees to provide or arrange for the provision of the Services in exchange for a services fee (the “Services Fee”). The Services Fee, which shall be paid at the end of each month, is calculated as a percentage of the average value of the net assets each day for each Fund during the month at the annual rates set forth in Exhibit A hereto. The Services Fee shall be accrued daily at 1/365th of the applicable annual rate (or 1/366 th of the applicable annual rate in leap years). For the purpose of accruing compensation, the net assets of each Fund shall be determined in the manner and on the dates set forth in the Declaration of Trust or the current registration statement of the Trust and, on days on which the net assets are not so determined, the net asset value computation to be used shall be as determined on the immediately preceding day on which the net assets were determined.

(b)

Notwithstanding anything herein to the contrary, the Services Fee shall not include (i) any fees and expenses relating to portfolio holdings (e.g., brokerage commissions, interest on loans, etc.); (ii) extraordinary and non-recurring fees and expenses (e.g., costs relating to any line of credit the Trust maintains with its custodian or another entity for investment purposes); or (iii) the costs associated with investment by the Trust in other investment companies (i.e., acquired fund fees); or (iv) any fees paid pursuant to any Rule 12b-1 plan adopted by the Trust (clauses (i)-(iv) are collectively referred to herein as the “Excluded Expenses”). Therefore, Excluded Expenses are the responsibility of the Trust, not MAM.

(c)

(d)

The Services Fee for each Fund may not be raised without approval by the Board. MAM may, however, lower its fees at any time, which lower fees must be ratified by the Board. Once lowered, MAM may not raise the fees without approval by the Board. Nothing herein prevents MAM from waiving any or all of its fees hereunder at any time.

5. Relationship to Investment Advisory Agreement . It is understood by the parties hereto that in connection with the execution of this Agreement, the Trust has entered into an Investment Advisory Agreement with MAM in its separate capacity as the investment adviser to the Trust pursuant to which MAM will provide investment management services to the Trust. If, at any time, MAM ceases to act as investment adviser to the Trust under terms substantially similar to those of the Investment Advisory Agreement, then this Agreement shall immediately terminate as of a date 30 days from the date of such event, unless within such 30-day period MAM gives written notice to the Trust that it waives such termination. The Trust specifically

acknowledges the separate capacities in which MAM is to provide services hereunder and under the Investment Advisory Agreement.

6. Limitation of MAM’s Liability . Except as required by applicable federal securities law and regulation, MAM shall not be liable for any loss incurred in connection with any of its services hereunder, nor for any action taken, suffered or omitted and believed by it to be advisable or within the scope of its authority or discretion, except for acts or omissions involving willful misfeasance, bad faith, gross negligence or reckless disregard of the duties assumed by it under this Agreement. In addition, the Trust shall assume all losses and liabilities incurred in the administration to the Trust to the extent consistent with the foregoing sentence.

7. Force Majeure . It is specifically agreed by the parties that if MAM is delayed in the performance of any of the services to be performed by it hereunder or prevented entirely or in part from performing such services due to causes or events beyond its control, then such delay or non-performance may either be excused and the reasonable time for performance thereby extended as necessary, or if such delay or non-performance continues for 30 days, then the Trust may cancel this Agreement immediately thereafter or at any time prior to the cessation of delay or resumption of performance by MAM; but MAM shall not otherwise be liable for and the Trust shall otherwise hold it harmless from any such delay or non-performance. “Causes or events beyond its control” shall include, without limitation, the following: Acts of God; interruption of power or other utility, transportation or communications services; malfunction of computer equipment; acts of civil or military authority; sabotage, national emergencies, war, explosion, flood, accident, earthquake, fire, or other catastrophe; strike or other labor problem; shortage of suitable parts, material, labor or transportation; or present or future law, governmental order, rule, regulation or official policy.

8. Limitation of Trust’s Liability . MAM acknowledges that it has received notice of and accepts the limitations upon the Trust’s liability set forth in its Declaration of Trust. MAM agrees that the Trust’s obligations hereunder in any case shall be limited to the Trust and to its assets and that MAM shall not seek satisfaction of any such obligation from the shareholders of the Trust nor from any trustee, officer, employee or agent of the Trust.

9. Term of Agreement . This Agreement, as amended and restated, shall not become effective unless and until it is approved by the Board, including a majority of trustees who are not parties to this Agreement or interested persons of any such party. Once approved, this Agreement shall come into full force and effect on the date set forth above and shall have an initial term of one year; provided that this Agreement shall not become effective as to any subsequently created Funds until it has again been approved by the Board, including a majority of trustees who are not parties to this Agreement or interested persons of any such party, and by the initial shareholder of each such Fund. As to each Fund, this Agreement shall continue in effect for one year successive terms so long as such continuance is approved at least annually by (i) the Board, or by the vote of a majority of the outstanding voting securities of each Fund, and (ii) a majority of the trustees who are not parties to this Agreement or interested persons of any such party cast in person at a meeting called for the purpose of voting on such approval.

10. Termination .

(a)

Notwithstanding any provision herein, this Agreement may be terminated at any

time without penalty, by the Board or, with respect to any Fund, by the vote of the

majority of the outstanding voting securities of such Fund, or by MAM, upon 30 days’ written notice to the other party.

(b)

This Agreement may not be assigned by MAM and shall automatically terminate upon any such assignment; except that MAM may assign or transfer its interest herein to a wholly-owned subsidiary of MAM, or to another entity operated substantially under common control with MAM, provided MAM represents to the Trust that substantial continuity of management, personnel and services previously available to the Trust will be maintained following such assignment or transfer and that the Board (including a majority of the trustees who are not interested persons of the Trust) accept such representation. Nothing herein shall limit the right of MAM to obtain goods and services from other persons as described in Section 2 above.

11. Use of Terms . The terms “affiliated person,” “interested persons,” “assignment,” and “majority of the outstanding voting securities,” as used herein, shall have the same meanings as in the 1940 Act and any applicable regulations thereunder.

12. Assumption of Existing Services Agreements . MAM and the Trust acknowledge that, to the extent any agreement(s) between the Trust and third parties for services of the type to be provided or arranged to be provided by MAM hereunder remain outstanding as of the date of this Agreement, MAM shall assume responsibility for continuing applicable payments under such agreements. In providing the services hereunder, MAM may recommend that the Trust continue, terminate or modify such agreements, including recommending that the Trust assign its obligations under such agreements to MAM for future disposition in MAM’s discretion, subject to any applicable legal or regulatory requirements.

IN WITNESS WHEREOF , the parties have caused this Agreement to be signed on their behalf by their respective officers duly authorized as of the date set forth above.

MADISON FUNDS

By: (signature)

Katherine L. Frank, President

MADISONASSET MANAGEMENT, LLC

By: (signature)

Pamela M. Krill, General Counsel

Exhibit A

Series	Class A Shares	Class B Shares	Class C Shares	Class Y Shares	Class R6 Shares
Conservative Allocation Fund	0.25%	0.25%	0.25%	N/A	N/A
Moderate Allocation Fund	0.25%	0.25%	0.25%	N/A	N/A
Aggressive Allocation Fund	0.25%	0.25%	0.25%	N/A	N/A
Cash Reserves Fund 1	0.15%	0.15%	N/A	N/A	N/A
Tax-Free Virginia Fund	N/A	N/A	N/A	0.35%	N/A
Tax-Free National Fund	N/A	N/A	N/A	0.35%	N/A
Government Bond Fund	N/A	N/A	N/A	0.25%	N/A
Core Bond Fund	0.15%	0.15%	N/A	0.15%	0.02%
High Quality Bond Fund	N/A	N/A	N/A	0.19%	N/A
Corporate Bond Fund	N/A	N/A	N/A	0.25%	N/A
High Income Fund	0.20%	0.20%	N/A	0.20%	N/A
Diversified Income Fund	0.20%	0.20%	0.20%	N/A	N/A
Dividend Income Fund	N/A	N/A	N/A	0.35% 2	N/A
Equity Income Fund	0.15%	N/A	0.15%	0.15%	0.02%
Disciplined Equity Fund	N/A	N/A	N/A	0.35% 3	0.02%
Investors Fund	N/A	N/A	N/A	0.35% 2	N/A
Large Cap Value Fund	0.36%	0.36%	N/A	0.36%	N/A
Large Cap Growth Fund	0.20%	0.20%	N/A	0.20%	N/A
Mid Cap Fund	0.40%	0.40%	N/A	0.40%	0.02%
Small Cap Fund	0.25%	0.25%	N/A	0.25%	N/A
NorthRoad International Fund	N/A	N/A	N/A	0.35%	0.02%
International Fund	0.30%	0.30%	N/A	0.30%	N/A

1	MAM hereby agrees to waive its Services Fee and reimburse Fund expenses to the extent necessary to maintain a one-day yield of zero, until at least May 1, 2014.

MAM hereby agrees to waive 0.05% of its Services Fee on Class Y shares until at least May 1, 2014.

MAM hereby agrees to waive 0.15% of its Services Fee on Class Y shares until at least May 1, 2014.

MAM does not have the right to recoup any previously waived fees.

MADISON FUNDS

SUBSCRIPTION AGREEMENT

MADISON FUNDS, a statutory trust organized under the laws of the State of Delaware (the “Trust”), and Madison Asset Management, LLC (the “Buyer”), a limited liability company organized under the laws of the State of Wisconsin, agree as follows:

1. OFFER AND PURCHASE .

The Trust offers to the Buyer, and the Buyer agrees to purchase $1,000 of Class Y shares (the “Shares”) of each of the following funds (each a series of the Trust): (i) Madison Government Bond Fund, (ii) Madison High Quality Bond Fund, (iii) Madison Corporate Bond Fund, (iv) Madison Investors Fund, (v) Madison NorthRoad International Fund, (vi) Madison Dividend Income Fund, (vii) Madison Disciplined Equity Fund, (viii) Madison Tax-Free Virginia Fund, and (ix) Madison Tax-Free National Fund (collectively referred to as the “New Funds”). The Buyer acknowledges receipt from the Trust of the Shares and the Trust acknowledges receipt from the Buyer of an aggregate of $9,000 in full payment for the Shares.

2. REPRESENTATION BY BUYER .

The Buyer represents and warrants to the Trust that the Shares are being acquired for investment purposes and not with a view to resale or further distribution.

3. LIMITATION OF LIABILITY .

The Trust and the Buyer agree that the obligations of the Trust under this Agreement will not be binding upon any of the Trustees, shareholders, nominees, officers, employees or agents, whether past, present or future, of the Trust, individually, but are binding only upon the assets and property of the Trust. The execution and delivery of this Agreement has been authorized by the Trustees of the Trust, and signed by an authorized officer of the Trust, acting as such, and neither the authorization by the Trustees nor the execution and delivery by the officer will be deemed to have been made by any of them individually or to impose any liability on any of them personally, but will bind only the trust property of the Trust. No series of the Trust will be liable for any claims against any other series.

4. NO RIGHT OF ASSIGNMENT .

The Buyer’s right under this Agreement to purchase the Shares is not assignable.

5. DATES .

This Agreement will become effective as of the date the Trust’s next Registration Statement on Form N-1A relating to the New Funds becomes effective.

IN WITNESS WHEREOF , the parties to this Agreement have executed this Agreement as of the 19th day of April, 2013.

MEMBERS MUTUAL FUNDS

By: (signature)

---------------------------------------

Name: Katherine L. Frank

Title: President

BUYER: MADISON ASSET MANAGEMENT, LLC

By: (signature)

---------------------------------------

Name: Elizabeth A. Dettman

Title: Chief Financial Officer

MADISON FUNDS

AMENDED AND RESTATED

DISTRIBUTION SERVICE PLAN

CLASS A SHARES

Effective As of April 19, 2013

B. The Trust intends to distribute its Class A shares of beneficial interest (the "Class A Shares") in accordance with Rule 12b-1 under the 1940 Act and desires to adopt this service plan (the "Plan"). The Plan will pertain to Class A Shares of each series of the Trust listed on Schedule A hereto (each a " Fund " and collectively, the " Funds "). The Plan shall also apply to the Class A Shares of any other Fund as shall be designated from time to time by the board of trustees of the Trust (the " Board ") in any supplement to Schedule A hereto.

C. The Trust recognizes and agrees that (a) the principal underwriter may retain the services of firms or individuals to act as dealers or wholesalers (collectively, "dealers") of the Class A Shares in connection with the offering of Class A Shares, (b) the principal underwriter may compensate any dealer that sells Class A Shares in the manner and at the rate or rates to be set forth in an agreement between the principal underwriter and such dealer, and (c) the principal underwriter may make such payments to the dealers for services out of the fee paid to the principal underwriter hereunder, its profits or any other source available to it.

D. The Board, in considering whether the Trust should adopt and implement this Plan, has evaluated such information as it deemed necessary to an informed determination of whether this Plan should be adopted and implemented and has considered such pertinent factors as it deemed necessary to form the basis for a decision to use assets attributable to the Class A Shares for such purposes, and has determined that there is a reasonable likelihood that the adoption and implementation of this Plan will benefit the holders of the Class A Shares and the Trust.

NOW, 'THEREFORE, the Trust has adopted the Plan in accordance with Rule 12b-1 under the 1940 Act on the following terms and conditions:

1. The Trust may pay the principal underwriter a service fee to compensate the principal underwriter for any efforts undertaken or expenses incurred (as described in paragraph 2) for activities relating to the personal and account maintenance services to shareholders of the Class A Shares (the "Class A Service Fee"). The Class A Service Fee will not exceed 0.25%, on an annual basis, of the average value of the daily net assets of each Fund attributable to the Class A Shares. The value of the net assets of the Class A Shares in each Fund shall be determined in accordance with the Declaration of Trust of the Trust, as the same may be amended from time to time. The Class A Service Fee shall be calculated and accrued daily and paid no less frequently than annually. The principal underwriter may spend the amount of the Class A Service Fee as it deems appropriate to finance any activity that is primarily intended to provide ongoing servicing and maintenance of the accounts of shareholders of the Class A Shares, including, but

2. not limited to, compensation of dealers and others for providing personal and account maintenance services to Class A shareholders and salaries and other expenses relating to the Class A account servicing efforts.

2. The principal underwriter may spend the amount of the Class A Service Fee as it deems appropriate to finance any activity that is primarily intended to provide ongoing servicing and maintenance of the accounts of shareholders of the Class A Shares, including, but not limited to, compensation of dealers and others for providing personal and account maintenance services to Class A shareholders and salaries and other expenses relating to the Class A account servicing efforts.

3. The Trust understands that agreements between the principal underwriter and selected broker-dealers may provide for payment of fees to such dealers in connection with the provision of services to holders of Class A Shares. This Plan shall not be construed as requiring the Trust to make any payment to any party or to have any obligations to any party in connection with services relating to the Class A Shares. The principal underwriter shall agree and undertake that any agreement entered into between the principal underwriter and any other party relating to sales of the Class A Shares shall provide that such other party shall look solely to the principal underwriter for compensation for its services thereunder and that in no event shall such party seek any payment from the Trust.

4. Nothing contained in this Plan shall be deemed to require the Trust to take any action contrary to its Declaration of Trust or any applicable statutory or regulatory requirement to which it is subject or by which it is bound, or to relieve or deprive the Board of the responsibility for and control of the conduct of the affairs of the Trust.

5. This Plan shall become effective upon approval by a vote of the Board and a vote of a majority of the trustees who are not "interested persons" (as this term is defined in the 1940 Act) of the Trust and who have no direct or indirect financial interest in the operation of the Plan or in any agreement related to the Plan (the " qualified disinterested trustees "), such votes to be cast in person at a meeting called for the purpose of voting on this Plan. The effective date of the Plan is the date on which the Board approval described above occurs.

6. This Plan will remain in effect beyond the first anniversary of its effective date only if its continuance is specifically approved at least annually by a vote of both a majority of the trustees of the Trust and a majority of the qualified disinterested trustees. In connection with the annual review and approval of this Plan, the principal underwriter shall furnish the Board with such information as the Board may reasonably request in order to enable the Board to make an informed determination of whether the Plan should be continued.

7. The Trust and the principal underwriter shall provide the Board, and the Board shall review, at least quarterly, a written report of the amounts expended under this Plan and the purposes for which such expenditures were made. In the event that any amount of a servicing expense is not specifically attributable to the Class A Shares of any particular Fund, the principal underwriter may allocate such expenses to the Class A Shares of each Fund deemed to be reasonably likely to benefit therefrom based upon the ratio of the average daily net assets of Class A Shares in each Fund during the previous period to the aggregate average daily net assets of Class A Shares in all Funds for such period. Any such allocation may be subject to such adjustments as the principal underwriter, with

8. approval from the Board, shall deem appropriate to render the allocation fair and equitable under the circumstances.

8. This Plan may be amended at any time by the Board, provided that it may not be amended to increase materially the amount that may be spent for servicing of the Class A Shares without the approval of holders of a majority of the outstanding votes attributable to Class A Shares and may not be materially amended in any case without a vote of a majority of both the trustees and the qualified disinterested trustees. This Plan may be terminated at any time by a vote of a majority of the qualified disinterested trustees or by a vote of the holders of a majority of the outstanding votes attributable to Class A Shares.

9. In the event of termination or expiration of the Plan, the Trust may nevertheless, within twelve months of such termination or expiration, pay any Class A Service Fees accrued prior to such termination or expiration, provided that payments are specifically approved by the Board, including a majority of the qualified disinterested trustees.

10. While this Plan is in effect, the selection and nomination of qualified disinterested trustees shall be committed to the discretion of the sitting qualified disinterested trustees.

11. Any agreement related to this Plan shall be in writing and shall provide in substance that: (a) such agreement, with respect to any Fund, may be terminated at any time, without the payment of any penalty, by vote of a majority of the qualified disinterested trustees or by vote of a majority of the outstanding votes attributable to Class A Shares of that Fund, on not more than 60 days written notice to any other party to the agreement; and (b) such agreement shall terminate automatically in the event of its assignment.

12. The Trust shall preserve copies of this Plan, and each agreement related hereto and each report referred to in paragraph 7 hereof, for a period of not less than six (6) years from the end of the fiscal year in which such records or documents were made. For a period of two (2) years, each such record or document shall be kept in an easily accessible place.

13. This Plan shall be construed in accordance with the laws of the State of Delaware and the applicable provisions of the 1940 Act.

14. If any provision of this Plan shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of the Plan shall not be affected thereby.

15. Neither this Plan nor any other transaction between the parties hereto pursuant to this Plan shall be invalidated or in any way affected by the fact that any or all of the trustees, officers, shareholders, or other representatives of the Trust are or may be interested persons of the principal underwriter, or any successor or assignee thereof, or that any or all of the directors, officers, or other representatives of the principal underwriter are or may be interested persons of the Trust, except as otherwise may be provided in the 1940 Act.

SCHEDULE A

Funds Subject to Plan

Madison Conservation Allocation Fund

Madison Moderate Allocation Fund

Madison Aggressive Allocation Fund

Madison Core Bond Fund

Madison High Income Fund

Madison Diversified Income Fund

Madison Equity Income Fund

Madison Large Cap Value Fund

Madison Large Cap Growth Fund

Madison Mid Cap Fund

Madison Small Cap Fund

Madison International Stock Fund

MADISON FUNDS

AMENDED AND RESTATED

DISTRIBUTION AND SERVICE PLAN

CLASS B SHARES

Effective As of April 19, 2013

A. Madison Funds (the “ Trust ”) is a diversified, open-end management investment company registered with the Securities and Exchange Commission under the Investment Company Act of 1940, as amended (the " 1940 Act ").

B. The Trust intends to distribute its Class B shares of beneficial interest (the " Class B Shares ") in accordance with Rule 12b-1 under the 1940 Act and desires to adopt this distribution plan (the " Plan "). The Plan will pertain to Class B Shares of each series of the Trust listed on Schedule A hereto (individually a " Fund " and collectively the " Funds "). The Plan shall also apply to the Class B Shares of any other Fund as shall be designated from time to time by the board of trustees of the Trust (the " Board ") in any supplement to Schedule A hereto.

C. The Trust recognizes and agrees that (a) the principal underwriter may retain the services of firms or individuals to act as dealers or wholesalers (collectively, " dealers ") of the Class B Shares in connection with the offering of Class B Shares, (b) the principal underwriter may compensate any dealer that sells Class B Shares in the manner and at the rate or rates to be set forth in an agreement between the principal underwriter and such dealer, and (c) the principal underwriter may make such payments to the dealers for distribution services out of the fee paid to the principal underwriter hereunder, its profits or any other source available to it.

D. The Board, in considering whether the Trust should adopt and implement this Plan, has evaluated such information as it deemed necessary to an informed determination of whether this Plan should be adopted and implemented and has considered such pertinent factors as it deemed necessary to form the basis for a decision to use assets attributable to the Class B Shares for such purposes, and has determined that there is a reasonable likelihood that the adoption and implementation of this Plan will benefit the holders of the Class B Shares and the Trust.

NOW, THEREFORE , the Trust has adopted the Plan in accordance with Rule 12b-1

under the 1940 Act on the following terms and conditions:

1. The Trust may pay the principal underwriter a service fee to compensate the principal underwriter for any efforts undertaken or expenses incurred (as described in paragraph 2) for activities relating to the personal and account maintenance services to shareholders of the Class B Shares (" Class B Service Fee "). The Class B Service Fee shall not exceed 0.25%, on an annual basis, of the average value of the daily net assets of each Fund attributable to the Class B Shares. The Trust may also pay the principal underwriter a distribution fee to compensate distribution expenses with respect to Class B Shares (" Class B Distribution Fee "). The Class B Distribution Fee shall not exceed 0.75% on an annual basis, of the daily net assets of each Fund

attributable to Class B Shares. The value of the net assets of the Class B Shares in each Fund shall be determined in accordance with the Declaration of Trust of the Trust, as may be amended from time to time. The Class B Service Fee and Class B Distribution Fee shall be calculated and accrued daily and paid no less frequently than annually.

2. The principal underwriter may spend the amount of the Class B Service Fee as it deems appropriate to finance any activity that is primarily intended to provide ongoing servicing and maintenance of the accounts of shareholders of the Class B Shares, including, but not limited to, compensation of dealers and others for providing personal and account maintenance services to Class B shareholders and salaries and other expenses relating to the Class B account servicing efforts.

3. The principal underwriter may spend the amount of the Class B Distribution Fees as it deems appropriate to finance any activity that is primarily intended to result in the sale of Class B Shares, including, but not limited to, compensation of dealers and others for various activities primarily intended to result in the sale of Class B Shares, and salaries and other expenses relating to selling or servicing efforts. Without limiting the generality of the foregoing, the initial categories of Class B Distribution Fee expenses shall include:

(a) salaries and expenses of sales force, home office management and marketing personnel;

(b) expenses incurred by the principal underwriter for office space, office equipment and supplies;

(c) expenses incurred by the principal underwriter for the preparation, printing and distribution of sales literature used in connection with the offering of the Class B Shares;

(d) expenses incurred by the principal underwriter for advertising, promoting and selling the Class B Shares;

(e) the cost of printing or distributing the Trust's prospectus or statement of additional information (or supplements thereto) used in connection with the offering of the Class B Shares;

(f) the cost of printing and distributing additional copies, for use as sales literature for the Class B Shares, of annual reports and other communications prepared by the Trust for distribution to existing shareholders;

(g) the cost of holding seminars and sales meetings designed to promote the sale of the Class B Shares;

(h) the cost of training sales personnel regarding sale of the Class B Shares; and

(i) the cost of any other activity that the Board determines is primarily intended to result in the sale of Class B Shares.

4. The Trust understands that agreements between the principal underwriter and selected broker-dealers may provide for payment of fees to such broker-dealers in connection with sale of Class B Shares and the provision of services to holders of Class B Shares. This Plan shall not be construed as requiring the Trust to make any payment to any party or to have any obligations to any party in connection with services relating to the Class B Shares. The principal underwriter shall agree and undertake that any agreement entered into between the principal underwriter and any other party relating to sales of the Class B Shares shall provide that such other party shall look solely to the principal underwriter for compensation for its services thereunder and that in no event shall such party seek any payment from the Trust.

5. Nothing contained in this Plan shall be deemed to require the Trust to take any action contrary to its Declaration of Trust or any applicable statutory or regulatory requirement to which it is subject or by which it is bound, or to relieve or deprive the Board of the responsibility for and control of the conduct of the affairs of the Trust.

6. This Plan shall become effective upon approval by a vote of the Board and a vote of a majority of the trustees who are not "interested persons" (as this term is defined in the 1940 Act) of the Trust and who have no direct or indirect financial interest in the operation of the Plan or in any agreement related to the Plan (the " qualified disinterested trustees "), such votes to be cast in person at a meeting called for the purpose of voting on this Plan. The effective date of the Plan is the date on which the Board approval described above occurs.

7. This Plan will remain in effect beyond the first anniversary of its effective date only if its continuance is specifically approved at least annually by a vote of both a majority of the trustees of the Trust and a majority of the qualified disinterested trustees. In connection with the annual review and approval of this Plan, the principal underwriter shall furnish the Board with such information as the Board may reasonably request in order to enable the Board to make an informed determination of whether the Plan should be continued.

8. The Trust and the principal underwriter shall provide the Board, and the Board shall review, at least quarterly, a written report of the amounts expended under this Plan and the purposes for which such expenditures were made. In the event that any amount of servicing or distribution expenses are not specifically attributable to Class B Shares of any particular Fund, the principal underwriter may allocate such expenses to the Class B Shares of each Fund deemed to be reasonably likely to benefit therefrom based upon the ratio of the average daily net assets of Class B Shares in each Fund during the previous period to the aggregate average daily net assets of Class B Shares in all Funds for such period. Any such allocation may be subject to such adjustments as the principal underwriter, with approval from the Board, shall deem appropriate to render the allocation fair and equitable under the circumstances.

9. This Plan may be amended at any time by the Board, provided that it may not be amended to increase materially the amount that may be spent for servicing and distribution of the Class B Shares without the approval of holders of a majority of the outstanding votes attributable to Class B Shares and may not be materially amended in any case without a vote of a majority of both the trustees and the qualified disinterested trustees. This Plan may be terminated at any time by a vote of a majority of the qualified disinterested trustees or by a vote of the holders of a majority of the outstanding votes attributable to Class B Shares.

10. In the event of termination or expiration of the Plan, the Trust may nevertheless, within twelve months of such termination or expiration, pay any Class B Service Fee or Class B Distribution Fee accrued prior to such termination or expiration, provided that payments are specifically approved by the Board, including a majority of the qualified disinterested trustees.

11. While this Plan is in effect, the selection and nomination of qualified disinterested trustees shall be committed to the discretion of the sitting qualified disinterested trustees.

12. Any agreement related to this Plan shall be in writing and shall provide in substance that: (a) such agreement, with respect to any Fund, may be terminated at any time, without the payment of any penalty, by vote of a majority of the qualified disinterested trustees or by vote of a majority of the outstanding votes attributable to Class B Shares of that Fund, on not more than 60 days written notice to any other party to the agreement; and (b) such agreement shall terminate automatically in the event of its assignment.

13. The Trust shall preserve copies of this Plan, and each agreement related hereto and each report referred to in paragraph 8 hereof, for a period of not less than six (6) years from the end of the fiscal year in which such records or documents were made. For a period of two (2) years, each such record or document shall be kept in an easily accessible place.

14. This Plan shall be construed in accordance with the laws of the State of Delaware and the applicable provisions of the 1940 Act.

15. If any provision of this Plan shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of the Plan shall not be affected thereby.

directors, officers, or other representatives of the principal underwriter are or may be interested persons of the Trust, except as otherwise may be provided in the 1940 Act.

SCHEDULE A

FUNDS SUBJECT TO PLAN

Madison Conservation Allocation Fund

Madison Moderate Allocation Fund

Madison Aggressive Allocation Fund

Madison Cash Reserves Fund

Madison Core Bond Fund

Madison High Income Fund

Madison Diversified Income Fund

Madison Large Cap Value Fund

Madison Large Cap Growth Fund

Madison Mid Cap Fund

Madison Small Cap Fund

Madison International Stock Fund

MADISON FUNDS

AMENDED AND RESTATED

DISTRIBUTION AND SERVICE PLAN

CLASS C SHARES

Effective As of April 19, 2013

A. Madison Funds (the " Trust ") is a diversified, open-end management investment company registered with the Securities and Exchange Commission under the Investment Company Act of 1940, as amended (the " 1940 Act "). The Trust is organized as a statutory trust pursuant to the laws of the State of Delaware.

B. The Trust intends to distribute its Class C shares of beneficial interest (the " Class C Shares ") in accordance with Rule 12b-1 under the 1940 Act and desires to adopt this distribution plan (the " Plan "). The Plan will pertain to Class C Shares of each series of the Trust listed on Schedule A hereto (individually a " Fund " and collectively the " Funds "). The Plan shall also apply to the Class C Shares of any other Fund as shall be designated from time to time by the board of trustees of the Trust (the " Board ") in any supplement to Schedule A hereto.

C. The Trust recognizes and agrees that (a) the principal underwriter may retain the services of firms or individuals to act as dealers or wholesalers (collectively, " dealers ") of the Class C Shares in connection with the offering of Class C Shares, (b) the principal underwriter may compensate any dealer that sells Class C Shares in the manner and at the rate or rates to be set forth in an agreement between the principal underwriter and such dealer and (c) the principal underwriter may make such payments to the dealers for distribution services out of the fee paid to the principal underwriter hereunder, its profits or any other source available to it.

D. The Board, in considering whether the Trust should adopt and implement this Plan, has evaluated such information as it deemed necessary to an informed determination of whether this Plan should be adopted and implemented and has considered such pertinent factors as it deemed necessary to form the basis for a decision to use assets attributable to the Class C Shares for such purposes, and has determined that there is a reasonable likelihood that the adoption and implementation of this Plan will benefit the holders of the Class C Shares and the Trust.

NOW, THEREFORE , the Trust has adopted the Plan in accordance with Rule 12b-1

under the 1940 Act on the following terms and conditions:

Distribution Fee shall not exceed 0.75% on an annual basis, of the daily net assets of each Fund attributable to Class C Shares. The value of the net assets of the Class C Shares in each Fund shall be determined in accordance with the Declaration of Trust of the Trust, as may be amended from time to time. The Class C Service Fee and Class C Distribution Fee shall be calculated and accrued daily and paid no less frequently than annually.

2. The principal underwriter may spend the amount of the Class C Service Fee as it deems appropriate to finance any activity that is primarily intended to provide ongoing servicing and maintenance of the accounts of shareholders of the Class C Shares, including, but not limited to, compensation of dealers and others for providing personal and account maintenance services to Class C shareholders and salaries and other expenses relating to the Class C account servicing efforts.

3. The principal underwriter may spend the amount of the Class C Distribution Fees as it deems appropriate to finance any activity that is primarily intended to result in the sale of Class C Shares, including, but not limited to, compensation of dealers and others for various activities primarily intended to result in the sale of Class C Shares, and salaries and other expenses relating to selling or servicing efforts. Without limiting the generality of the foregoing, the initial categories of Class C Distribution Fee expenses shall include:

(a) salaries and expenses of sales force, home office management and marketing personnel;

(b) expenses incurred by the principal underwriter for office space, office equipment and supplies;

(c) expenses incurred by the principal underwriter for the preparation, printing and distribution of sales literature used in connection with the offering of the Class C Shares;

(d) expenses incurred by the principal underwriter for advertising, promoting and selling the Class C Shares;

(e) the cost of printing or distributing the Trust's prospectus or statement of additional information (or supplements thereto) used in connection with the offering of the Class C Shares;

(f) the cost of printing and distributing additional copies, for use as sales literature for the Class C Shares, of annual reports and other communications prepared by the Trust for distribution to existing shareholders;

(g) the cost of holding seminars and sales meetings designed to promote the sale of the Class C Shares;

(h) the cost of training sales personnel regarding sale of the Class C Shares; and

(i) the cost of any other activity that the Board determines is primarily intended to result in the sale of Class C Shares.

4. The Trust understands that agreements between the principal underwriter and selected broker-dealers may provide for payment of fees to such broker-dealers in connection with sale of Class C Shares and the provision of services to holders of Class C Shares. This Plan shall not be construed as requiring the Trust to make any payment to any party or to have any obligations to any party in connection with services relating to the Class C Shares. The principal underwriter shall agree and undertake that any agreement entered into between the principal underwriter and any other party relating to sales of the Class C Shares shall provide that such other party shall look solely to the principal underwriter for compensation for its services thereunder and that in no event shall such party seek any payment from the Trust.

6. This Plan shall become effective upon approval by a vote of the Board and a vote of a majority of the trustees who are not "interested persons" (as that term is defined in the 1940 Act) of the Trust and who have no direct or indirect financial interest in the operation of the Plan or in any agreement related to the Plan (the " qualified disinterested trustees "), such votes to be cast in person at a meeting called for the purpose of voting on this Plan. The effective date of the Plan is the date on which the Board approval described above occurs.

8. The Trust and the principal underwriter shall provide the Board, and the Board shall review, at least quarterly, a written report of the amounts expended under this Plan and the purposes for which such expenditures were made. In the event that any amount of servicing or distribution expenses are not specifically attributable to Class C Shares of any particular Fund, the principal underwriter may allocate such expenses to the Class C Shares of each Fund deemed to be reasonably likely to benefit therefrom based upon the ratio of the average daily net assets of Class C Shares in each Fund during the previous period to the aggregate average daily net assets of Class C Shares in all Funds for such period. Any such allocation may be subject to such adjustments as the principal underwriter, with approval from the Board, shall deem appropriate to render the allocation fair and equitable under the circumstances.

9. This Plan may be amended at any time by the Board, provided that it may not be amended to increase materially the amount that may be spent for servicing and distribution of the Class C Shares without the approval of holders of a majority of the outstanding votes attributable to Class C Shares and may not be materially amended in any case without a vote of a majority of both the trustees and the qualified disinterested trustees. This Plan may be terminated at any time by a vote of a majority of the qualified disinterested trustees or by a vote of the holders of a majority of the outstanding votes attributable to Class C Shares.

10. In the event of termination or expiration of the Plan, the Trust may nevertheless, within twelve months of such termination or expiration, pay any Class C Service Fee or Class C Distribution Fee accrued prior to such termination or expiration, provided that payments are specifically approved by the Board, including a majority of the qualified disinterested trustees.

11. While this Plan is in effect, the selection and nomination of qualified disinterested trustees shall be committed to the discretion of the sitting qualified disinterested trustees.

12. Any agreement related to this Plan shall be in writing and shall provide in substance that: (a) such agreement, with respect to any Fund, may be terminated at any time, without the payment of any penalty, by vote of a majority of the qualified disinterested trustees or by vote of a majority of the outstanding votes attributable to Class C Shares of that Fund, on not more than 60 days written notice to any other party to the agreement; and (b) such agreement shall terminate automatically in the event of its assignment.

14. This Plan shall be construed in accordance with the laws of the State of Delaware and the applicable provisions of the 1940 Act.

15. If any provision of this Plan shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of the Plan shall not be affected thereby.

16. Neither this Plan nor any other transaction between the parties hereto pursuant to this Plan shall be invalidated or in any way affected by the fact that any or all of the trustees, officers, shareholders, or other representatives of the Trust are or may be interested persons of the principal underwriter, or any successor or assignee thereof, or that any or all of the directors, officers, or other representatives of the principal underwriter are or may be interested persons of the Trust, except as otherwise may be provided in the 1940 Act.

SCHEDULE A

FUNDS SUBJECT TO PLAN

Madison Conservation Allocation Fund

Madison Moderate Allocation Fund

Madison Aggressive Allocation Fund

Madison Diversified Income Fund

Madison Equity Income Fund

Madison Funds

Amended and Restated

Plan for Multiple Classes of Shares MMF - Rule 18f-3 Plan

Effective as of April 19, 2013

Madison Funds (the “Trust” ) is a diversified, open-end management investment company registered with the Securities and Exchange Commission (the “SEC” ) under the Investment Company Act of 1940, as amended (the “Act” ). The Trust is organized as a statutory trust pursuant to the laws of the state of Delaware.

The Declaration of Trust of the Trust (the “Declaration of Trust” ) authorizes the Trust to issue multiple series of shares of beneficial interest, each of which represents a fractional undivided interest in a separate investment portfolio (a “Fund” ). The Declaration of Trust also authorizes the Trust to divide each series of shares into multiple classes. The Trust hereby establishes five classes of shares: Class A, Class B, Class C, Class Y and Class R6. As described in more detail below: Class A shares are subject to a front-end sales charge (except for the money market fund), an asset-based shareholder service fee (except for the money market fund), and on purchases of over $1,000,000, a contingent deferred sales charge ( “CDSC” ); Class B shares are subject to an asset-based distribution fee, an asset-based shareholder service fee (except for the money market fund), and a CDSC; Class C shares are subject to an asset-based distribution fee, an asset-based shareholder service fee, and a CDSC; Class Y shares are not subject to any of the above mentioned fees and are generally only available to select shareholders; and Class R6 shares are likewise not subject to any of the above mentioned fees and are intended primarily for institutional distribution to the retirement plan marketplace.

C.	This Amended and Restated Plan for Multiple Classes of Shares (the “Plan” ) is a plan as contemplated by Rule l8f-3(d) under the Act.

The Board of Trustees of the Trust (the “Board” ), including a majority of the trustees who are not interested persons of the Trust (as defined in Section 2(a)(19) of the Act), have approved and adopted the Plan for each Fund and determined that the Plan is or will be: (i) in the best interests of the holders of Class A shares of each series; (ii) in the best interests of the holders of Class B shares of each series; (iii) in the best interests of the holders of Class C shares of each series; (iv) in the best interests of the holders of Class Y shares of each series; (v) in the best interests of the holders of Class R6 shares of each series; and (vi) in the best interests of the Trust as a whole.

The Plan will remain in effect until such time as the Board terminates the Plan or makes a material change to the Plan. Any material change to the Plan must be approved by the Board, including a majority of the trustees who are not interested persons of the Trust, as being in the best interests of each series and class of shares to which such change would apply and the Trust as a whole.

SECTION I

Classes, Sales Loads, Distribution Fees and Shareholder Services Fees

1.1

Class A Shares. Class A shares are sold or otherwise offered through MFD Distributor, LLC (“ MFD ”), or other registered broker-dealers authorized by MFD, and other than the Cash Reserves Fund, charge a front-end sales charge or load calculated as a percentage of the offering price at the time of purchase, as set forth in the Trust’s currently effective prospectus (the “ Prospectus ”).

Class A shares also support an asset-based shareholder service fee equal to 0.25% of the average daily net assets of each Fund, other than the Cash Reserves Fund, attributable to Class A shares on an annual basis (this charge is more fully described in the service plan adopted by the Board pursuant to Rule 12b-l under the Act).

As described in the Prospectus, Class A shares may be purchased without front-end sales charges by certain specified individuals and institutions, and in certain specified transactions. Class A shares may also be purchased pursuant to the Trust’s Rights of Combination, Rights of Accumulation or Letter of Intent programs, as described in the Prospectus.

1.2

Class B Shares. Class B shares are sold or otherwise offered through MFD, or other registered broker-dealers authorized by MFD, at their net asset value without the imposition of a sales charge at the time of purchase, but may be subject to a CDSC at the time of redemption (as explained in more detail below). Class B shares also support: (1) an asset-based distribution fee (as provided for by a distribution plan adopted by the Board pursuant to Rule l2b-l under the Act) equal to 0.75% of the average daily net assets of each Fund attributable to Class B shares on an annual basis and (2) an asset-based shareholder service fee equal to 0.25% of the average daily net assets of each Fund (other than the Cash Reserves Fund) attributable to Class B shares on an annual basis.

At redemption, the amount of a CDSC, if any, charged to a holder of Class B shares depends upon the number of months or years that have elapsed since the holder purchased the shares, and is calculated as described in the Prospectus. In determining whether a CDSC is payable, the Trust will comply with the provisions of Rule 6c-l0 under the Act as currently adopted. Under Rule 6c-l0, no CDSC is imposed with respect to: (1) the portion of redemption proceeds attributable to the increase in the value of an account above the net cost of the investment due to increases in the net asset value per share of Class B shares; (2) Class B shares acquired through reinvestment of income dividends or capital gain distributions; (3) Class B shares held for more than five years after purchase for shares purchased before February 28, 2003; or (4) Class B shares held for more than six years after purchase for shares purchased on or after February 28, 2003.

1.3

Class C Shares. Class C shares are sold or otherwise offered through MFD, or other registered broker-dealers authorized by MFD, at their net asset value without the imposition of a sales charge at the time of purchase, but may be subject to a CDSC at the time of redemption (as explained in more detail below). Class C shares also support: (1)

an asset-based distribution fee (as provided for by a distribution plan adopted by the Board pursuant to Rule l2b-l under the Act) equal to 0.75% of the average daily net assets of each Fund attributable to Class C shares on an annual basis and (2) an asset-based shareholder service fee equal to 0.25% of the average daily net assets of each Fund attributable to Class C shares on an annual basis.

For Class C shares, a CDSC of 1% may be charged on shares sold within one year of purchase. The amount of the CDSC is calculated as described in the Prospectus.

In determining whether a CDSC is payable, the Trust will comply with the provisions of Rule 6c-10 under the Act as currently adopted. Under Rule 6c-l0, no CDSC is imposed with respect to: (1) the portion of redemption proceeds attributable to the increase in the value of an account above the net cost of the investment due to increases in the net asset value per share of Class C shares; (2) Class C shares acquired through reinvestment of income dividends or capital gain distributions; or (3) Class C shares held for more than one year after purchase.

1.4

Class Y Shares. Class Y shares are sold without the imposition of a sales charge and do not support an asset-based shareholder service or distribution fee. Class Y shares are generally only available for purchase as follows: (i) with no minimum initial or subsequent investment requirements, (1) by funds affiliated with the Trust, (2) by investors utilizing fund shares in fee-based managed accounts with an authorized broker-dealer (wrap fee investors), and (3) through dealers and financial intermediaries that have entered into special arrangements with MFD; and (ii) with a minimum initial investment of $10,000 and a minimum subsequent investment of $5,000, which minimums are waived for (1) any shareholder of the Trust as of the close of business on April 19, 2013, (2) employees of the Trust’s investment adviser, and/or its affiliates, and (3) investment advisory clients of the Trust’s investment advisor, and/or its affiliates (provided that these waivers may be discontinued at any time).

1.5

Class R6 Shares. Class R6 shares are sold without the imposition of a sales charge and do not support an asset-based shareholder service or distribution fee. Class R6 shares are generally only available for purchase by retirement plan investors and certain other institutional investors, as described in the Prospectus.

1.6

Overall Limits. Notwithstanding the foregoing, the aggregate amounts of any front-end sales charge, any asset-based distribution plan fee and any CDSC imposed by the Trust must comply with the requirements of Section 2830 of the Conduct Rules of the Financial Industry Regulatory Authority, Inc. (“FINRA”), as amended from time to time, and any other rules or regulations promulgated by FINRA applicable to mutual fund distribution and service fees.

SECTION II

Allocation of Expenses

2.1

Class Distinctions. Class A, Class B, Class C, Class Y and Class R6 shares each represent interests in the same series of the Trust. All classes of shares are identical in all respects except that: (1) each class may be subject to a distinct distribution and/or service fee (as described above); (2) each class will bear different Class Expenses (as defined below); (3) each class will have exclusive voting rights with respect to matters that exclusively affect that class (such as approval of any Rule 12b-1 plan for such class); and (4) each class will bear a different name or designation.

2.2

Class Expenses. The Board, acting in its sole discretion, has determined that those expenses attributable to the shares of a particular class (“ Class Expenses ”) will be borne solely by the class to which they are attributable. For example, the asset-based distribution plan fees and the asset-based shareholder service fees of Class B shares are Class Expenses of Class B shares. Class Expenses also include the following as they each relate to a particular class of shares: (1) transfer agency fees; (2) expenses related to preparing, printing, mailing and distributing materials such as shareholder reports, prospectuses and proxy statements to current shareholders; (3) state and federal registration fees; (4) extraordinary expenses such as litigation expenses; (5) trustees’ fees and expenses incurred as a result of issues relating solely to a particular class; (6) accounting, audit and tax expenses; (7) the expenses of administrative personnel and services required to support the shareholders; and (8) fees and other payments made to entities performing services, including account maintenance, dividend, disbursing or subaccounting services or administration of a dividend reinvestment or systematic investment or withdrawal plan. However, to the extent that allocation of expenses to a particular share class is not practical or would not significantly differ from a pro-rata allocation, such expenses will be allocated as provided in Section 3.1.

SECTION III

Allocation of Trust Income and Expenses

3.1

Allocation of Income and Expenses. All income earned and expenses incurred by the Trust and not allocable to a particular share class are borne on a pro-rata basis by each outstanding share of each class based on the value of the net assets of the Trust attributable to that class as represented by the daily net asset value of shares of that class. On a daily basis, the total interest, dividends or other income accrued and common expenses incurred are multiplied by the ratio of the Fund’s net assets attributable to each class to determine the income and expenses attributable to that class for the day. Expenses properly attributable to each class are recorded separately and charged to that class; net income for each class is then determined for the day and segregated on the Fund’s general ledger. Because of the distribution fee and other Class Expenses borne by Class B and Class C shares, the net income attributable to and the dividends payable on Class B and Class C shares are anticipated to be lower (although it may be higher) than that of the other share classes. Dividends, however, are declared and paid on all classes of shares on the same days and at the same times.

SECTION IV

Conversions

4.1

Conversions. Class B shares contain a conversion feature. On the conversion date occurring after the 85th month of the issuance of a share of Class B shares for purchases before February 28, 2003, and the 97th month of issuance for purchases on or after February 28, 2003, the share automatically converts into a Class A share on the basis of the relative net asset values of the two classes, without the imposition of any sales charge, fee or other charge upon the conversion. After conversion, the converted shares are not subject to any Class B distribution plan fees or CDSC.

All Class B shares in a shareholder’s account that are purchased through the reinvestment of dividends and other distributions paid with respect to Class B shares (and which have not converted to Class A shares) are considered to be held in a separate subaccount. Each time any Class B shares in the shareholder’s account are converted to Class A shares, a pro-rata portion of the Class B shares then in the subaccount are also converted to Class A shares. The portion converting is determined by the ratio that the shareholder’s Class B shares converting to Class A shares bears to the shareholder’s total Class B shares not acquired through dividends and distributions.

SECTION V

Redemptions

5.1

Redemptions. Redemption requests placed by investors holding shares of Class B as well as either Class A, Class C, Class Y or Class R6, are satisfied first by redeeming the holder’s Class A, Class C, Class Y or Class R6 shares, unless the holder has made a specific election to redeem Class B shares. Class B shares will be redeemed with the most aged shares being redeemed first.

SECTION VI

Amendments

6.1

Amendments. This Plan may not be amended to change any material provision unless such amendment is approved by the vote of the majority of the Board, including a majority of the trustees who are not interested persons of the Trust, based on their finding that the amendment is in the best interests of each class individually and the Trust as a whole.

SECTION VII

Recordkeeping

7.1	Recordkeeping. The Trust shall preserve copies of this Plan and any related agreements for a period of not less than six years from the date of this Plan or agreement, the first two years in an easily accessible place.

CODE OF ETHICS AND PERSONAL INVESTMENT POLICY

For

Lazard Asset Management LLC

Lazard Asset Management Securities LLC

Lazard Asset Management (Canada) Inc.

Lazard Alternatives LLC

And

Certain Registered Investment Companies

Lazard Asset Management LLC, Lazard Asset Management Securities LLC, Lazard Asset Management (Canada) Inc., Lazard Alternatives LLC (collectively “LAM”), and those U.S.-registered investment companies advised or managed by LAM that have adopted this policy (“Funds”), have adopted this policy in order to accomplish two primary goals: first , to minimize conflicts and potential conflicts of interest between LAM employees and LAM’s clients (including the Funds and shareholders of the Funds), and between Fund directors or trustees (“Directors”) and their Funds, and second , to provide policies and procedures consistent with applicable law, including Rule 204-2 under the Investment Advisers Act of 1940 (the “Advisers Act”) and Rule 17j-1 under the Investment Company Act of 1940 (“1940 Act”), to prevent fraudulent or manipulative practices with respect to purchases or sales of securities held or to be acquired by client accounts. In addition, it is LAM’s policy that LAM employees should not be engaging in short-term investing, including so-called market timing of any mutual funds, whether or not managed by LAM. This Policy therefore prohibits certain short-term trading activity by LAM employees.

All employees of LAM, including employees who serve as Fund officers or directors, are “Covered Persons” under this policy and are required to comply with all applicable federal securities laws. Additionally, all Directors of the Funds are subject to this policy as indicated below.

A. Statement of Principles.

All Covered Persons owe a fiduciary duty to LAM’s clients when conducting their personal investment transactions. Covered Persons must place the interest of clients first and avoid activities, interests and relationships that might interfere with the duty to make decisions in the best interests of the clients. All Directors owe a fiduciary duty to each Fund of which they are a director and to that Fund’s shareholders when conducting their personal investment transactions. At all times and in all matters Directors shall place the interests of their Funds before their personal interests. The fundamental standard to be followed in personal securities transactions is that Covered Persons and Directors may not take inappropriate advantage of their positions.

Covered Persons are reminded that they also are subject to other policies of LAM, including policies on insider trading and the receipt of gifts and entertainment. Covered Persons must never trade in a security while in possession of material, non-public information about the issuer or the market for those securities, even if the Covered Person has satisfied all other requirements of this policy.

September 2012

LAM’s Chief Compliance Officer shall be responsible for the implementation of this Code of Ethics and Personal Investment Policy and all record-keeping functions mandated hereunder, including the review of all initial and annual holding reports as well as the quarterly transactions reports described below. The Chief Compliance Officer may delegate this function to others in the Legal / Compliance Department, and shall promptly report to LAM’s General Counsel or the Chief Executive Officer all material violations of, or material deviations from, this policy.

B. Definitions.

For purposes of this Policy, “Personal Securities Accounts” include :

1.	Any account in or through which securities can be purchased or sold, which includes, but is not limited to, a brokerage account, 401k account, or variable annuity or variable life insurance policy;

2.	Accounts in the Covered Person’s or Director’s name or accounts in which the Covered Person or Director has a direct or indirect beneficial interest (a definition of Beneficial Ownership is included in Exhibit A);

3.	Accounts in the name of the Covered Person’s or Director’s spouse;

Accounts in the name of children under the age of 18, whether or not living with the Covered Person or Director, and accounts in the name of relatives or other individuals living with the Covered Person or Director or for whose support the Covered Person or Director is wholly or partially responsible (together with the Covered Person’s or Director’s spouse and minor children, “Related Persons”); 1

5.	Accounts in which the Covered Person or Director or any Related Person directly or indirectly controls, participates in, or has the right to control or participate in, investment decisions.

6.	401k and similar retirement accounts that permit the participant to change their investments to trade more than once per quarter (such as, for example, an “Individually Directed Account”).

For purposes of this Policy, Personal Securities Accounts do not include :

Estate or trust accounts in which a Covered Person, Director, or Related Person has a beneficial interest, but no power to affect investment decisions. There must be no communication between the account(s) and the Covered Person, Director or Related Person with regard to investment decisions prior to execution ;

Fully discretionary accounts managed by LAM, another registered investment adviser, a registered representative of a registered broker-dealer or another approved person are permitted if, (i) for Covered Persons and Related Persons, the Covered Persons receives permission from the Legal / Compliance Department, and (ii) for all persons covered by this Code, there is no communication between the adviser to the account and such person with regard to investment decisions prior to execution.

Direct investment programs, which allow the purchase of securities directly from the issuer without the intermediation of a broker-dealer, provided that the timing and size of the purchases are established by a pre-arranged schedule (e.g., dividend reinvestment plans). Covered Persons must pre-clear the transaction at the time that participation in

1 Unless otherwise indicated, all provisions of this Code apply to Related Persons.

September 2012

4.	the direct investment program is being established. Covered Persons also must provide documentation of these arrangements and arrange to have their statements forwarded to the Legal / Compliance Department;

5.	401k and similar retirement accounts that permit the participant to change their investments no more frequently than once every 60 days.

6.	Other accounts over which the Covered Person or Director has no direct or indirect influence or control;

7.	Qualified state tuition programs (also known as “529 Programs”) where investment options and frequency of transactions are limited by state or federal laws.

For purposes of this Policy, “Security” includes , in general, any interest or instrument commonly known as a security including the following:

stocks

bonds

3.	shares of closed-end funds, exchange-traded funds (commonly referred to as “ETFs”) and unit investment trusts

4.	shares of the LAM mutual funds or any mutual fund for which LAM serves as a sub-adviser (see Exhibit D for the current list of Funds)

5.	hedge funds

6.	private equity funds

7.	limited partnerships

8.	private placements or unlisted securities

9.	debentures, and other evidences of indebtedness, including senior debt and, subordinated debt

10.	investment, commodity or futures contracts

11.	all derivative instruments such as options, warrants and indexed instruments

“Security” also includes securities that are “related” to a security being purchased or sold by a LAM client. A “related security” is one whose value is derived from the value of another security (e.g., a warrant, option, or an indexed instrument).

For purposes of this Policy, Security does not include :

1.	money market mutual funds

2.	transactions and holdings in shares of mutual funds, unless LAM acts as the investment adviser or sub-adviser for the fund (although shares of ETFs are Securities for purposes of this Policy)

3.	U.S. Treasury obligations

4.	mortgage pass-throughs (e.g., Ginnie Maes) that are direct obligations of the U.S. government

5.	bankers’ acceptances

6.	bank certificates of deposit

7.	commercial paper

8.	high quality short-term debt instruments (meaning any instrument that has a maturity at issuance of less than 366 days and that is rated in one of the two highest rating categories by a nationally recognized statistical rating organization, such as S&P or Moody's), including repurchase agreements.

C. Opening and Maintaining Employee Accounts.

September 2012

All Covered Persons and their Related Persons must generally maintain their Personal Securities Accounts at Lazard Capital Markets LLC ("LCM") or other approved broker-dealers (the “Approved Broker-Dealers”). Contact the Legal / Compliance Department for a list of the Approved Broker-Dealers. Additionally, if one of the Approved Broker-Dealers do not offer a particular investment product or service, or for Related Persons who, by reason of their employment, are required to conduct their securities transactions in a manner inconsistent with this policy, or in other exceptional circumstances, Covered Persons may submit a request for exemption to the Legal / Compliance Department. For any Personal Securities Account not maintained at an Approved Broker-Dealer, Covered Persons and their Related Persons must arrange to have duplicate copies of trade confirmations and statements provided to the Legal / Compliance Department at the following address: Lazard Asset Management LLC, Attn: Chief Compliance Officer, 30 Rockefeller Plaza, 59 th Floor, New York, NY 10112- 6300 . All other provisions of this policy will continue to apply to any Personal Securities Account not maintained at an Approved Broker-Dealer.

D. Restrictions.

The following restrictions apply to trading for Personal Securities Accounts of Covered Persons and Related Persons:

1.	Conflicts with Client Activity. No security may be purchased or sold in any Personal Securities Account seven (7) calendar days before or after a LAM client account trades in the same security.

60 Day Holding Period. Securities transactions, including transactions in mutual funds where LAM acts as the investment adviser or sub-adviser, must be for investment purposes rather than for speculation. Consequently, Covered Persons or their Related Persons may not profit from the purchase and sale of the same or equivalent securities within sixty (60) calendar days (i.e., the security may be purchased or sold on the 61 st day), calculated on a First In, First Out (FIFO) basis. All profits from short-term trades are subject to disgorgement. However, with the prior written approval of the Chief Compliance Officer, or in his absence another senior member of the Legal / Compliance Department, and only in the case of rare and/or unusual circumstances or if the equities justify, a Covered Person or a Related Person may execute a short-term trade.

Notwithstanding the above, the 60-day holding period will not apply (although the obligation to pre-clear trades will apply) to shares of ETFs, options on ETFs that seek to track the performance of broad-based indices (e.g., the QQQQ SPY, EFA, GAF, etc.). Nevertheless, short-term trading in shares of ETFs is discouraged. If a pattern of frequent trading is detected, the Legal / Compliance Department may reject any order to buy or sell these shares or contracts.

3.	Initial Public Offerings (IPOs). No transaction for a Personal Securities Account may be made in securities offered pursuant to an initial public offering.

Private Placements. Securities offered pursuant to a private placement (e.g., hedge funds, private equity funds or any other pooled investment vehicle the interests or shares of which are offered in a private placement) may not be purchased or sold by a Covered Person without the prior approval of LAM’s Chief Compliance Officer (See Exhibit B); however, purchases or sales of Lazard sponsored hedge funds do not require such approval. In connection with any decision to approve such a private placement, the Legal / Compliance Department will prepare a report of the decision that explains the reasoning for the decision and an analysis of any potential conflict of interest. Any Covered Person receiving approval to acquire securities in a private placement must disclose that investment when the Covered Person participates in a LAM client’s subsequent consideration of an investment in such issuer and any decision by or

September 2012

5.	made on behalf of the LAM client to invest in such issuer will be subject to an independent review by investment personnel of LAM with no personal interest in the issuer.

Hedge Funds. Hedge funds are sold on a private placement basis and as noted above, with the exception of Lazard sponsored hedge funds, are subject to prior approval by LAM’s Chief Compliance Officer (See Exhibit B). In considering whether or not to approve an investment in a hedge fund, the Chief Compliance Officer or his or her designee, will review a copy of the fund’s offering memorandum, subscription documents and other governing documents (“Offering Documents”) as deemed appropriate in order to ensure that the proposed investment is being made on the same terms generally available to all other investors in the hedge fund. The Chief Compliance Officer may grant exceptions to this general rule under certain circumstances, for example, such as when a family relationship exists between the Covered Person and the hedge fund manager.

Upon receipt of a request by a Covered Person to invest in a hedge fund, the Legal / Compliance Department will contact the Fund of Funds Group (the “Team”) and identify the fund in which the Covered Person has requested permission to invest. The Team will advise the Legal / Compliance Department if the fund is on the Team’s approved list or if the Team is otherwise interested in investing clients assets in the fund. If the fund is not on the Team’s approved list and the Team is not interested in investing in the fund, the Chief Compliance Officer will generally approve the Covered Person’s investment, unless other considerations warrant denying the investment. If the fund is on the approved list or the Team may be interested in investing in the fund, then the Legal / Compliance Department will determine whether the fund is subject to capacity constraints. If the fund is subject to capacity constraints, then the Covered Person’s request will be denied and priority will be given to the Team to invest client assets in the fund. If the fund is not subject to capacity constraints, then the Covered Person will generally be permitted to invest along with the Team. If the fund is on the approved list or the Team may be interested in investing in the fund, then the Covered Person’s investment must be made generally on the same terms available to all investors as set forth in the fund’s Offering Documents.

Speculative Trading. Absent approval from the appropriate compliance personnel, Covered Persons are prohibited from engaging in the trading of options or futures and from engaging in speculative trading, as opposed to investment activity. The 60-day holding period generally applies to transactions in these instruments.

Short Sales. Covered Persons are prohibited from engaging in short sales of any security. However, provided the investment is otherwise permitted under this Policy and has received all necessary approvals, an investment in a hedge fund that engages in short selling is permitted. Covered Persons are prohibited from buying or going long a put option when they do not hold the underlying stock since this can result in a short sale on expiration date of the contract.

9.	Inside Information. No transaction may be made in violation of the Material Non-Public Information Policies and Procedures (“Inside Information”) as outlined in Section 32 of the LAM Compliance Manual; and

10.	Options on Lazard Stock. Covered Persons are prohibited from entering into options contracts related to Lazard stock.

11.	Directorships. Covered Persons may not serve on the board of directors of any corporation or entity (other than a related Lazard entity) without the prior approval of LAM’s Chief Compliance Officer or General Counsel.

September 2012

12.	Control of Issuer. Covered Persons and Related Persons may not acquire any security, directly or indirectly, for purposes of obtaining control of the issuer.

E. Prohibited Recommendations.

No Covered Person shall recommend or execute any securities transaction for any client account, or, in the case of a Director, for the Director’s Fund, without having disclosed, in writing, to the Chief Compliance Officer or, in his or her absence, another senior member of the Legal / Compliance Department, any direct or indirect interest in such securities or issuers (including any such interest held by a Related Person). Prior written approval of such recommendation or execution also must be received from the Chief Compliance Officer or, in his or her absence, another senior member of the Legal / Compliance Department. The interest in personal accounts could be in the form of:

1.	Any direct or indirect beneficial ownership of any securities of such issuer;

2.	Any contemplated transaction by the person in such securities;

3.	Any position with such issuer or its affiliates; or

4.	Any present or proposed business relationship between such issuer or its affiliates and the person or any party in which such person has a significant interest.

F. Transaction Approval Procedures.

All transactions by Covered Persons (including Related Persons) in Personal Securities Accounts must receive prior approval as described below. To pre-clear a transaction, Covered Persons must:

1.Electronically complete and “sign” a “New Equity Order” or “New Bond Order” trade ticket located in the Firm’s Lotus-Notes e-mail application under the heading “Employee Trades.”

2. The ticket is then automatically transmitted to the Legal / Compliance Department where it will be processed. For accounts maintained at LCM , if approved, the Legal / Compliance Department will route the order directly to LCM’s trading desk for execution, provided the employee selected the “Direct Execution” option when completing the equity or bond order ticket. For any account not maintained at LCM , or if the account is maintained at LCM but the “Direct Execution” option was not selected, the employee will be notified if the order is approved or not approved and, if the order is approved, the employee is responsible to transmit the order to the broker-dealer where his or her account is maintained.

NOTE: Orders approved for execution must be effected on the day the order was approved. Otherwise, the employee must resubmit the transactions again for approval.

The Legal / Compliance Department endeavors to preclear transactions promptly; however, transactions may not always be approved on the day in which they are received. Certain factors such as time of day the order is submitted or length of time it takes a LAM portfolio manager to confirm there is no client activity, all play a role in the length of time it takes to preclear a transaction.

G. Acknowledgment and Reporting.

1.	Initial Certification. Within 10 days of becoming a Covered Person or Director, such Covered Person or Director must submit to the Legal / Compliance Department an

September 2012

2.	acknowledgement that they have received a copy of this policy, and that they have read and understood its provisions. See Exhibit C for the form of Acknowledgement.

Initial Holdings Report. Within 10 days of becoming a Covered Person, all LAM personnel must submit to the Legal / Compliance Department a statement of all securities in which such Covered Person has any direct or indirect beneficial ownership. This statement must include (i) the title, number of shares and principal amount of each security, (ii) the name of any broker, dealer, insurance company, or bank with whom the Covered Person maintained an account in which any securities were held for the direct or indirect benefit of such Covered Person and (iii) the date of submission by the Covered Person. The information provided in this statement must be current as of a date no more than 45 days prior to the Covered Person’s date of employment at LAM. Such information should be provided on the form attached as Exhibit C.

Quarterly Report. Within 30 days after the end of each calendar quarter, provide information to the Legal / Compliance Department relating to securities transactions executed during the previous quarter for all securities accounts. Any such report may contain a statement that the report shall not be construed as an admission by the person making such report that he or she has any direct or indirect beneficial ownership in the security to which the report relates.

Note: Covered Persons satisfy this requirement by holding their personal securities accounts at LCM or one of the Approved Broker-Dealers.

Annual Report. Each Covered Person shall submit an annual report to the Legal / Compliance Department showing as of a date no more than 45 days before the report is submitted (1) all holdings in securities in which the person had any direct or indirect beneficial ownership and (2) the name of any broker, dealer, insurance company, or bank with whom the person maintains an account in which any securities are held for the direct or indirect benefit of the Covered Person or Related Persons.

Note: Covered Persons satisfy this requirement by certifying annually that all transactions during the year were executed in Internal Accounts or Outside Accounts for which the Legal / Compliance Department receives confirmations and periodic statements.

Annual Certification. All Covered Persons and Directors are required to certify annually that they have (i) read and understand this policy and recognize that they are subject to its terms and conditions, (ii) complied with the requirements of this policy and (iii) disclosed or reported all personal securities accounts and transactions required to be disclosed or reported pursuant to this Code of Ethics and Personal Investment Policy.

H. Fund Directors.

A Director who is not an “interested person” of the Fund within the meaning of Section 2(a)(19) of the 1940 Act, and who would be required to make reports solely by reason of being a Director, is required to make the quarterly transactions reports required by Section H (3.) as to any security only if at the time of a transaction by the Director in that security, he/she knew, or in the ordinary course of fulfilling his/her official duties as a Fund Director, should have known that during the 15-day period immediately preceding or following the date of that transaction, that security was purchased or sold by that Director’s Fund or was being considered for purchase or sale by that Director’s Fund.

If a Director introduces a hedge fund to the Team, as previously defined in Section E (5.), the Director is required to inform the Team whether the Director or an affiliated person of the Director has invested in the fund and the terms of such investment. If a Director decides to invest in a hedge

September 2012

fund that he or she knew or, in the ordinary course of fulfilling his responsibilities as a Director should have known that the hedge fund is held by or is being considered for purchase or sale by the Team, the Director is required, before making the investment, to disclose this to the Team and any different terms or rights that have been granted to the Director. If a Director learns, in the ordinary course of fulfilling his responsibilities as a Director, that the Team has invested in a fund in which the Director has an investment, the Director should advise the Chief Compliance Officer of such investment.

I. Exemptions.

Purchases or sales of securities which receive the prior approval of the Chief Compliance Officer or, in his or her absence, another senior member of the Legal / Compliance Department, may be exempted from certain restrictions if such purchases or sales are determined to be unlikely to have any material negative economic impact or have an appearance of impropriety on any client account managed or advised by LAM.

2. De Minimis Exemption. The blackout period restriction (see Section D.1) shall not apply to any transaction in (1) equity securities, or series of related transactions, involving up to 500 shares of a security, but not to exceed an aggregate transaction amount of $25,000 of the security, provided the issuer has a market capitalization greater than US $5 billion, (2) options on an equity security up to 5 contracts (or the equivalent of 500 shares), but not to exceed a maximum exposure amount of $25,000 of the security, provide the issuer underlying the option has a market capitalization greater than US $5 billion, and (3) fixed income securities, or series of related transactions, involving up to $25,000 face value of that fixed income security, provided that the issuer has a market capitalization of greater than US $5 billion for its equity securities.

The de minimis exemption does not apply to shares of ETFs or to option contracts on indices or other types of securities whose value is derived from a broad-based index.

J. Sanctions.

The Legal / Compliance Department shall report all material violations of this Code of Ethics and Personal Investment Policy to LAM’s Chief Executive Officer or General Counsel who may impose such sanctions as deemed appropriate, including, among other things, a letter of censure, fine or suspension or termination of the employment of the violator.

K. Retention of Records.

All records relating to personal securities transactions hereunder and other records meeting the requirements of applicable law, including a copy of this policy and any other policies covering the subject matter hereof, shall be maintained in the manner and to the extent required by applicable law, including Rule 204-2 under the Advisers Act and Rule 17j-1 under the 1940 Act. The Legal / Compliance Department shall have the responsibility for maintaining records created under this policy.

L. Board Review.

The Chief Compliance Officer shall provide to the Board of Directors of each Fund, on a quarterly basis, a written report regarding this policy, and at least annually, a written report and certification meeting the requirements of Rule 17j-1 under the 1940 Act.

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M. Other Codes of Ethics.

To the extent that any officer of any Fund is not a Covered Person hereunder, or an investment subadviser of or principal underwriter for any Fund and their respective access persons (as defined in Rule 17j-1) are not Covered Persons hereunder, those persons must be covered by separate codes of ethics which are approved in accordance with applicable law.

Exhibit A

EXPLANATION OF BENEFICIAL OWNERSHIP

You are considered to have “Beneficial Ownership” of Securities if you have or share a direct or indirect “Pecuniary Interest” in the Securities.

You have a “Pecuniary Interest” in Securities if you have the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the Securities.

The following are examples of an indirect Pecuniary Interest in Securities:

Securities held by members of your immediate family sharing the same household; however, this presumption may be rebutted by convincing evidence that profits derived from transactions in these Securities will not provide you with any economic benefit. “Immediate family” means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, and includes any adoptive relationship.

2.	Your interest as a general partner in Securities held by a general or limited partnership.

3.	Your interest as a manager-member in the Securities held by a limited liability company.

You do not have an indirect Pecuniary Interest in Securities held by a corporation, partnership, limited liability company or other entity in which you hold an equity interest, unless you are a controlling equity holder or you have or share investment control over the Securities held by the entity.

The following circumstances constitute Beneficial Ownership by you of Securities held by a trust:

1.	Your ownership of Securities as a trustee where either you or members of your immediate family have a vested interest in the principal or income of the trust.

2.	Your ownership of a vested interest in a trust.

3.	Your status as a settler of a trust, unless the consent of all of the beneficiaries is required in order for you to revoke the trust.

The foregoing is a summary of the meaning of “beneficial ownership”. For purposes of the attached policy, “beneficial ownership” shall be interpreted in the same manner, as it would be in determining whether a person is subject to the provisions of Section 16 of the Securities Exchange Act of 1934 and the rules and regulations thereunder.

September 2012

Exhibit B

LAM PRIVATE PLACEMENT APPROVAL FORM

Section I

This section must be completed and signed by the Employee seeking to engage in a private placement transaction. Please return the completed form to the Compliance Department for review. A decision will be communicated to you in writing . For purposes of the review, please attach copies of all available offering documents and business plans, as well as partnership and subscription agreements.


NAME OF EMPLOYEE		APPROXIMATE DATE OF INVESTMENT

BUYER OR SELLER OF SECURITY (IF DIFFERENT FROM EMPLOYEE)		BUY OR SELL
		$
NAME OF SECURITY		SIZE OF TRANSACTION

Employee relationship to issuer or its principal promoters: ________________________

How did you learn about this investment opportunity? _________________________________________________

Employee by his/her signature below declares that the information given above is correct to the best of his/her knowledge and that the Employee, and if applicable, the Related Person (as defined in the Code of Ethics & Personal Investment Policy) on whose behalf approval is sought, has no inside information or other knowledge pertaining to this proposed transaction that constitutes a violation of any policy of Lazard Asset Management LLC or securities law, rule or regulation.

_________________________________

Employee Signature

Section II

This section to be completed by LAM compliance personnel.

Security contemplated for LAM clients? _____ Yes _____ No

___ Approved ___ Denied

Reasons:

_______________________ _______________________

Chief Compliance Officer Date

September 2012

Exhibit C

LAM ACKNOWLEDGEMENT & INITIAL HOLDINGS REPORT

Pursuant to Code of Ethics and Personal Investment Policy (the “Policy”)

This report must be completed and returned to the Legal / Compliance Department within 10 days of employment.

Name: ________________________________ Date of Employment: _______________

( Please print)

Account Information:

q	I, or any Related Person 2 , do not have a beneficial interest in any account(s) with any financial services firm.

q	I, or any Related Person, maintain the following account(s). Please list any broker, dealer, insurance company, or bank, which holds securities for your direct or indirect benefit as of the date of your employment. This includes 401k accounts and insurance company variable insurance contracts.*

Name of Financial Services Firm	Type of Account (Brokerage, Variable Annuity, 401k.)	Name on Account	Account Number	Is this a Managed Account?

*401k accounts and similar retirement accounts that permit the participant to change their investments no more frequently than once per quarter need not be reported.

Securities Holdings Information:

For each of the accounts listed above, attach to this report a copy of your most recent statements(s) listing all of your securities holdings. All statements must be current as of a date no more than 45 prior to your date of employment at LAM. In addition, please list in the space provided below holdings in hedge funds, private equity funds, limited partnerships or any other type of security that may not be held in an account listed above.

Description of Security	Type of Security	No. of Shares	Principal Amount Invested

q	I, or any Related Person, have no securities holdings to report.

I certify that I have received a copy of the Policy, and that I have read and understood its provisions. I further certify that this report represents a complete and accurate description of my account(s) and securities holdings as of my initial date of employment. The information provided is current as of a date no more than 45 days prior to my employment at LAM.

Signature: ____________________________________ Date: _______________________

2 Related Persons include your spouse, your children under the age of 18 whether or not living with you, relatives or other individuals who live with you, if you contribute to their support, and other persons who’s accounts you have discretionary authority over.

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Exhibit D

LAM Sub-advised Funds

Fund Name / Description	Where domiciled
BMO Guardian Global Equity Fund	Canada
BMO US Dollar Monthly Income Fund	Canada
BMO Guardian Global Diversified Fund	Canada
BMO Guardian Global Absolute Return	Canada
BMO Emerging Markets Fund EM Value ADR	Canada
BMO Emerging Markets Fund EM Growth ADR	Canada
BMO Emerging Markets Fund EM Value Ord	Canada
BMO Emerging Markets Fund EM Growth	Canada
DESJARDINS Global Small Cap Equity Fund	Canada
MGI Non-US Core Equity Fund	Canada
MGI International Equity Fund	Canada
SEI Canada Emerging Markets Equity Fund	Canada

American Beacon Advisors	United States
Forward International Equity Fund	United States
HC Capital Trust	United States
Jackson Natl Finl Svcs MidCap Equity	United States
JNL/LAZARD Emerging Markets Portfolio	United States
JNL/LAZARD Emerging Equity Markets Portfolio	United States
Members Fund International (EAFE)	United States
MET/LAZARD Mid Cap Equity Portfolio	United States
Nuveen International Equity Select Fund	United States
Pacific Life Funds - Pl Mid-Cap Equity	United States
Pacific Select Fund - Mid-Cap Equity	United States
Russell Investment Company	United States
Russell Trust Company	United States
SEI Advisor Managed Tr	United States
SEI International Trust (SIT) Emerging Markets	United States
SEI LARGE Cap Value Fund (SIMT) US EQ	United States
SEI LCap Disc EQ Fund (SIIT) - US CONC	United States
SEI LCap Disc EQ Fund (SIIT) - US SMID	United States
SEI LCap Disc EQ Fund( SIIT) US EQ	United States
Strategic Advisers Core Fund	United States
The Managers International Equity Fund	United States
Ultra Series Fund-International Eqty Fd	United States
Vanguard International Value Fund	United States
Vanguard Windsor II Fund	United States
Wilshire Associates Inc	United States

September 2012