As filed with the Securities and Exchange Commission on February 27, 2018
SEC File Nos. 333-29511 and 811-08261
===============================================================

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. 69 [X]
and/or
Registration Statement Under the Investment Company Act of 1940 [X]
Amendment No. 71 [X]
-----------------------------------

Madison Funds
550 Science Drive
Madison, WI 53711
(800) 767-0300
(Registrant's Exact Name, Address and Telephone Number)

Kevin S. Thompson
Chief Legal Officer & Chief Compliance Officer
Madison Asset Management, LLC
550 Science Drive
Madison, WI 53711
(Name and Address of Agent for Service)
--------------------------------------------
It is proposed that this filing will become effective (check appropriate box):
[ ] immediately upon filing pursuant to paragraph (b)
[X] on February 28, 2018 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)
[ ] on (date) 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.
 
===============================================================


Prospectus
February 28, 2018
LOGOFUNDSBLACKA57.JPG
               
U.S. BOND FUNDS:
 
U.S. STOCK FUNDS:
Madison High Quality Bond Fund
   Class Y - MIIBX
Madison Core Bond Fund
 
Madison Dividend Income Fund
  Class Y - BHBFX
    Class A - MBOAX Class B - MBOBX
   Class Y - MBOYX Class R6 - MCBRX
Madison Corporate Bond Fund
 
Madison Large Cap Value Fund
    Class A - MGWAX Class B - MGWBX;
   Class Y - MYLVX
    Class Y - COINX
Madison High Income Fund
   Class A - MHNAX Class B -MHNBX
   Class Y - MHNYX
 
Madison Investors Fund
   Class A - MNVAX Class Y - MINVX
   Class R6 - MNVRX
 
Madison Mid Cap Fund
Madison Tax-Free Virginia Fund
 
   Class A - MERAX Class B - MERBX
   Class Y - GTSGX Class R6 - MMCRX
   Class Y - GTVAX  
Madison Tax-Free National Fund   
   Class Y - GTFHX
 
Madison Small Cap Fund
     Class A - MASVX Class B - MBSVX
   Class Y - MYSVX
 
 
 
MONEY MARKET FUND:
 
COVERED CALL STOCK FUND:
Madison Government Money Market Fund
    Class A - MFAXX Class B - MFBXX

 
Madison Covered Call & Equity Income Fund
     Class A - MENAX Class C - MENCX
   Class Y - MENYX Class R6 - MENRX
ASSET ALLOCATION FUNDS:
 
INTERNATIONAL STOCK FUND:
Madison Diversified Income Fund
     Class A - MCNAX Class B - MCNBX
    Class C - MBLCX
 
Madison International Stock Fund
   Class A - MINAX Class B - MINBX
   Class Y - MINYX
Madison Conservative Allocation Fund
     Class A - MCNAX Class B - MCNBX
    Class C - MCOCX
 
 
Madison Moderate Allocation Fund
   Class A - MMDAX Class B - MMDRX
   Class C - MMDCX
 
 
Madison Aggressive Allocation Fund
   Class A - MAGSX Class B - MAGBX
   Class C - MAACX
 
 
 
 
 







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 FUNDS ®  
TABLE OF CONTENTS



 
Madison Government Money Market Fund
 
 
Share Classes and Investment Minimums
75



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.











MADISON CONSERVATIVE ALLOCATION FUND Fund Summary
Share Class/Ticker:
Class A - MCNAX
Class B - MCNBX
Class C - MCOCX
 
Investment Objective
The Madison Conservative Allocation Fund seeks income, capital appreciation and relative stability of value.
Fees and Expenses
This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. You may qualify for sales charge discounts if you and your immediate family invest, or agree to invest in the future, at least $25,000 in Madison Funds. More information about these and other discounts is available from your financial professional, in the “Your Account - Sales Charges and Fees” section on page 77 of the prospectus and in the “More About Purchasing and Selling Shares” section on page 54 of the statement of additional information.
Shareholder Fees: (fees paid directly from your investment)
Class A
Class B
Class C
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)
5.75%
None
None
Maximum Deferred Sales Charge (Load) (as a percentage of amount redeemed)
None
4.50% 1
1.00% 2
Redemption Fee Within 30 days of Purchase (as a percentage of amount redeemed)
None
None
None
 
 
 
 
Annual Fund Operating Expenses: (expenses that you pay each year as a percentage of the value of your investment)
Class A
Class B
Class C
Management Fees
0.20%
0.20%
0.20%
Distribution and/or Service (Rule 12b-1) Fees
0.25%
1.00%
1.00%
Other Expenses
0.25%
0.25%
0.25%
Acquired Fund Fees and Expenses 3
0.44%
0.44%
0.44%
Total Annual Fund Operating Expenses 4
1.14%
1.89%
1.89%
1 The CDSC is reduced after 12 months and eliminated after six years following purchase.
2 The CDSC is eliminated after 12 months following purchase.
3 Acquired fund fees and expenses have been updated to reflect current fees associated with investing in the underlying funds.
4  
Total annual fund operating expenses for the period ended October 31, 2017 do not match the financial statements because the financial statements do not include acquired fund fees and expenses.
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 either redeem or not 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:
 
Redemption
No Redemption
 
A

B

C

 
A

B

C

1 Year
$
685

$
642

$
292

 
$
685

$
192

$
192

3 Years
916

944

594

 
916

594

594

5 Years
1,167

1,221

1,021

 
1,167

1,021

1,021

10 Years
1,881

2,016

2,212

 
1,881

2,016

2,212

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 48% of the average value of its portfolio.
Principal Investment Strategies
The fund invests primarily in shares of other registered investment companies (the “underlying funds”). The fund will be diversified among a number of asset classes and its allocation among underlying funds will be based on an asset allocation model developed by Madison Asset Management, LLC (“Madison”), the fund’s investment adviser. Under normal circumstances, the fund’s total net assets will be allocated among various asset classes and underlying funds, including those whose shares trade on a stock exchange (exchange traded funds or “ETFs”), with target allocations over time of approximately 35% equity investments and 65% fixed income investments. Underlying funds in which the fund invests may include funds advised by Madison and/or its affiliates, including other Madison Funds (the “affiliated underlying funds”). Generally, Madison will not invest more than 75% of the fund’s net assets, at the time of purchase, in affiliated underlying funds. Although actual allocations may vary, as of October 31, 2017, the fund’s asset allocation was:
- Bond Funds:    59.1%
- Stock Funds:    23.1%
- Foreign Stock Funds:    13.7%
- Alternative Funds:    2.0%
- Money Market Funds:    2.1%

1



With regard to investments in debt securities, Madison’s bias is toward securities with intermediate and short-term maturities. As of December 31, 2017, the weighted average duration of the fund’s debt portfolio was 6.12 years.
Madison may employ multiple analytical approaches to determine the appropriate asset allocation for the fund, including:
Macroeconomic analysis. This approach analyzes high frequency economic and market data across the global markets in an effort to identify attractive investment opportunities in countries, regions and/or asset classes.
Fundamental analysis. This approach reviews fundamental asset class valuation data to determine the absolute and relative attractiveness of existing and potential investment opportunities.
Correlation analysis. This approach considers the degree to which returns in different asset classes do or do not move together, and the fund’s aim to achieve a favorable overall risk and return profile.
Scenario analysis. This approach analyzes historical and expected return data to model how individual asset classes and combinations of asset classes would affect the fund under different economic and market conditions.
In addition, Madison has a flexible mandate which permits the fund, at the sole discretion of the manager, to materially reduce equity risk exposures when and if conditions are deemed to warrant such an action.
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 experience something less than full participation 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.
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
The fund is a fund of funds, meaning that it invests primarily in the shares of underlying funds, including ETFs. Thus, the fund’s investment performance and its ability to achieve its investment goal are directly related to the performance of the underlying funds in which it invests. Each underlying fund’s performance, in turn, depends on the particular securities in which that underlying fund invests and the expenses of that underlying fund. Accordingly, the fund is subject to the risks of the underlying funds in direct proportion to the allocation of its assets among the underlying funds.
The specific risks of owning the fund are set forth below.  You could lose money as a result of investing in the fund. An investment in the fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency, entity or person.  The fund’s share price and total return will fluctuate.  You should consider your own investment goals, time horizon and risk tolerance before investing in the fund. 
Asset Allocation Risk . The fund is subject to asset allocation risk, which is 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.
Market Risk . While the majority of the fund’s assets will typically be invested in underlying funds that invest primarily in debt securities, to the extent that the fund invests in underlying funds that invest in equities, the fund is subject to market risk, which is the risk that the value of an investment may fluctuate in response to stock market movements.
Interest Rate Risk . The fund, through the underlying funds, 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. When interest rates rise, bond prices fall; generally, the longer a bond’s maturity, the more sensitive it is to this risk.
Credit and Prepayment/Extension Risk . The fund, through the underlying funds, is also 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. There is also prepayment/extension risk, which is the chance that a rise/fall in interest rates will reduce/extend the life of a mortgage-backed security by increasing/decreasing mortgage prepayments, typically reducing the underlying fund’s return.
Non-Investment Grade Security Risk . The fund, through the underlying funds, may invest in non-investment grade securities (i.e., junk” bonds). Issuers of non-investment grade securities 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. “Junk” bond markets may react strongly to adverse news about an issuer or the economy, or to the perception or expectation of adverse news.
Equity Risk . The fund, through the underlying funds, is subject to equity risk. Equity risk is the risk that securities held by the fund will fluctuate in value due to general market or economic conditions, perceptions regarding the industries in which the issuers of securities held by the fund participate, and the particular circumstances and performance of particular companies whose securities the fund holds. In addition, while broad market measures of common stocks have historically generated higher average returns than fixed income securities, common stocks have also experienced significantly more volatility in those returns.

2



ETF Risks . The main risks of investing in ETFs are the same as investing in a portfolio of equity securities comprising the index on which the ETF is based, although lack of liquidity in an ETF could result in it being more volatile than the securities comprising the index. Additionally, the market prices of ETFs will fluctuate in accordance with both changes in the market value of their underlying portfolio securities and due to supply and demand for the instruments on the exchanges on which they are traded (which may result in their trading at a discount or premium to their net asset values). Index-based ETF investments may not replicate exactly the performance of their specific index because of transaction costs and because of the temporary unavailability of certain component securities of the index.
Foreign Security and Emerging Market Risk . Investments of underlying funds that invest 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
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 market index, as well as a custom index that reflects the fund’s asset allocation targets. The fund’s past performance (before and after taxes) is not necessarily an indication of its future performance. Updated performance information current to the most recent month end is available at no cost by visiting www.madisonfunds.com or by calling 1-800-877-6089.
Calendar Year Total Returns for Class A Shares
(Returns do not reflect sales charges and would be lower if they did.)
MADISONFUNDS_CHART-19417A07.JPG
 
 
 
 
 
Highest/Lowest quarter end results during this period were:
 
 
Highest:
2Q 2009
8.78
 %
 
Lowest:
4Q 2008
-8.83
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Average Annual Total Returns
For Periods Ended December 31, 2017
 
 1 Year
5 Years
10 Years
Since Inception
2/29/2008
Class A Shares – Return Before Taxes
3.33%
3.93%
3.3%
N/A
Return After Taxes on Distributions
1.98%
2.64%
2.11%
N/A
Return After Taxes on Distributions and Sale of Fund Shares
2.38%
2.68%
2.16%
N/A
Class B Shares      Return Before Taxes
4.24%
4.03%
3.29%
N/A
Class C Shares      Return before Taxes
7.84%
4.39%
N/A
3.37%
ICE BofAML U.S. Corporate, Government & Mortgage Index
(reflects no deduction for sales charges, account fees, expenses or taxes) 
3.63%
2.13%
4.06%
3.89%
Conservative Allocation Fund Custom Index (reflects no deduction for sales charges, account fees, expenses or taxes)
10.00%
5.90%
5.23%
5.52%
The Conservative Allocation Fund Custom Index consists of 65% Bloomberg Barclays U.S. Aggregate Bond Index, 24.5% Russell 3000 ® Index and 10.5% MSCI ACWI ex-USA Index.
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 A shares. After-tax returns for Class B and Class C shares will vary.
Portfolio Management
The investment adviser to the fund is Madison Asset Management, LLC. David Hottmann, CPA and CFA (Vice President, Portfolio Manager) and Patrick Ryan, CFA (Vice President, Portfolio Manager) co-manage the fund. Mr. Hottmann has served in this capacity since September 2009 and Mr. Ryan has served in this capacity since January 2008.

3



Purchase and Sale of Fund Shares
The minimum investment amounts for Class A and C shares are noted below. Class B shares may not be purchased or acquired, except by exchange from Class B shares of another Madison fund or through dividend and/or capital gains reinvestments.
Type of Account
To Open an Account
To Add to an Account
Non-retirement accounts:
$1,000 ($1,000 per fund)
$50
Retirement accounts:
$500 ($500 per fund)
$50
Systematic investment programs: 1
 
 
 
Twice Monthly or Biweekly 2
$25
$25
 
Monthly
$50
$50
 
Bimonthly (every other month)
$100
$100
 
Quarterly
$150
$150
1     Regardless of frequency, the minimum investment allowed is $50 per fund per month.
2     Only one fund can be opened under the twice monthly or biweekly options and all purchases need to be directed to that fund.
The fund reserves the right to accept purchase amounts below the stated minimums for accounts that are funded with pre-tax or salary reduction contributions which include SEPs, 401(k) plans, non-qualified deferred compensation plans, and other pension and profit sharing plans, as well as for investment for accounts opened through institutional relationships like managed account programs and orders placed in omnibus accounts.
You may generally purchase, exchange or redeem shares of the fund on any day the New York Stock Exchange (NYSE) is open for business by written request (Madison Funds, P.O. Box 8390, Boston, MA 02266-8390), by telephone (1-800-877-6089), by contacting your financial professional, by wire (purchases only) or, with respect to purchases and exchanges, online at madisonfunds.com. Requests must be received in good order by the fund or its agent prior to the close of regular trading of the NYSE in order to receive that day's net asset value. Investors wishing to purchase or redeem shares through a broker-dealer or other financial intermediary should contact the intermediary to learn how to place an order.
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 (in which case, such distributions may be taxable upon withdrawal). Distributions from the fund may be taxed as ordinary income or long-term capital gains.
Payment 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 bank or trust company), the fund and the fund’s distributor or its affiliates 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 intermediary and your individual financial adviser to recommend the fund over another investment. Ask your individual financial adviser or visit your financial intermediary’s website for more information.


4



MADISON MODERATE ALLOCATION FUND Fund Summary
Share Class/Ticker:
Class A - MMDAX
Class B - MMDRX
Class C - MMDCX
 
Investment Objective
The Madison Moderate Allocation Fund seeks capital appreciation, income and moderated market risk.
Fees and Expenses
This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. You may qualify for sales charge discounts if you and your immediate family invest, or agree to invest in the future, at least $25,000 in Madison Funds. More information about these and other discounts is available from your financial professional, in the “Your Account - Sales Charges and Fees” section on page 77 of the prospectus and in the “More About Purchasing and Selling Shares” section on page 54 of the statement of additional information.
Shareholder Fees: (fees paid directly from your investment)
Class A
Class B
Class C
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)
5.75%
None
None
Maximum Deferred Sales Charge (Load) (as a percentage of amount redeemed)
None
4.50% 1
1.00% 2
Redemption Fee Within 30 days of Purchase (as a percentage of amount redeemed)
None
None
None
 
 
 
 
Annual Fund Operating Expenses:   (expenses that you pay each year as a percentage of the value of your investment)
Class A
Class B
Class C
Management Fees
0.20%
0.20%
0.20%
Distribution and/or Service (Rule 12b-1) Fees
0.25%
1.00%
1.00%
Other Expenses
0.25%
0.25%
0.25%
Acquired Fund Fees and Expenses 3
0.46%
0.46%
0.46%
Total Annual Fund Operating Expenses 4
1.16%
1.91%
1.91%
1 The CDSC is reduced after 12 months and eliminated after six years following purchase.
2  
The CDSC is eliminated after 12 months following purchase.
3 Acquired fund fees and expenses have been updated to reflect current fees associated with investing in the underlying funds.
4  
Total annual fund operating expenses for the period ended October 31, 2017 do not match the financial statements because the financial statements do not include acquired fund fees and expenses.
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 either redeem or not 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:
 
Redemption
No Redemption
 
A

B

C

 
A

B

C

1 Year
$
686

$
644

$
294

 
$
686

$
194

$
194

3 Years
922

950

600

 
922

600

600

5 Years
1,177

1,232

1,032

 
117

1,032

1,032

10 Years
1,903

2,038

2,233

 
1,903

2,038

2,233

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 50% of the average value of its portfolio.
Principal Investment Strategies
The fund invests primarily in shares of other registered investment companies (the “underlying funds”). The fund will be diversified among a number of asset classes and its allocation among underlying funds will be based on an asset allocation model developed by Madison Asset Management, LLC (“Madison”), the fund’s investment adviser. Under normal circumstances, the fund’s total net assets will be allocated among various asset classes and underlying funds, including those whose shares trade on a stock exchange (exchange traded funds or “ETFs”), with target allocations over time of approximately 60% equity investments and 40% fixed income investments. Underlying funds in which the fund invests may include funds advised by Madison and/or its affiliates, including other Madison Funds (the “affiliated underlying funds”). Generally, Madison will not invest more than 75% of the fund’s net assets, at the time of purchase, in affiliated underlying funds. Although actual allocations may vary, as of October 31, 2017, the fund’s asset allocation was:
- Stock Funds:    38.0%
- Bond Funds:    33.9%
- Foreign Stock Funds:    23.8%
- Alternative Funds:    1.9%
- Money Market Funds:    2.4%

5



With regard to investments in debt securities, Madison’s bias is toward securities with intermediate and short-term maturities. As of December 31, 2017, the weighted average duration of the fund’s debt portfolio was 6.67 years.
Madison may employ multiple analytical approaches to determine the appropriate asset allocation for the fund, including:
Macroeconomic analysis. This approach analyzes high frequency economic and market data across the global markets in an effort to identify attractive investment opportunities in countries, regions and/or asset classes.
Fundamental analysis. This approach reviews fundamental asset class valuation data to determine the absolute and relative attractiveness of existing and potential investment opportunities.
Correlation analysis. This approach considers the degree to which returns in different asset classes do or do not move together, and the fund’s aim to achieve a favorable overall risk and return profile.
Scenario analysis. This approach analyzes historical and expected return data to model how individual asset classes and combinations of asset classes would affect the fund under different economic and market conditions.
In addition, Madison has a flexible mandate which permits the fund, at the sole discretion of the manager, to materially reduce equity risk exposures when and if conditions are deemed to warrant such an action.
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 experience something less than full participation 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.
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
The fund is a fund of funds, meaning that it invests primarily in the shares of underlying funds, including ETFs. Thus, the fund’s investment performance and its ability to achieve its investment goal are directly related to the performance of the underlying funds in which it invests. Each underlying fund’s performance, in turn, depends on the particular securities in which that underlying fund invests and the expenses of that underlying fund. Accordingly, the fund is subject to the risks of the underlying funds in direct proportion to the allocation of its assets among the underlying funds.
The specific risks of owning the fund are set forth below.  You could lose money as a result of investing in the fund. An investment in the fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency, entity or person.  The fund’s share price and total return will fluctuate.  You should consider your own investment goals, time horizon and risk tolerance before investing in the fund. 
Asset Allocation Risk . The fund is subject to asset allocation risk, which is 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.
Market Risk . The fund, through the underlying funds, is subject to market risk, which is the risk that the value of an investment may fluctuate in response to stock market movements. Certain of the underlying funds may invest in the equity securities of smaller companies, which may fluctuate more in value and be more thinly traded than the general market.
Equity Risk . The fund, through the underlying funds, is subject to equity risk. Equity risk is the risk that securities held by the fund will fluctuate in value due to general market or economic conditions, perceptions regarding the industries in which the issuers of securities held by the fund participate, and the particular circumstances and performance of particular companies whose securities the fund holds. In addition, while broad market measures of common stocks have historically generated higher average returns than fixed income securities, common stocks have also experienced significantly more volatility in those returns.
Interest Rate Risk . The fund, through the underlying funds, 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. When interest rates rise, bond prices fall; generally, the longer a bond’s maturity, the more sensitive it is to this risk.
Credit and Prepayment/Extension Risk . The fund, through the underlying funds, is also 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. There is also prepayment/extension risk, which is the chance that a rise/fall in interest rates will reduce/extend the life of a mortgage-backed security by increasing/decreasing mortgage prepayments, typically reducing the underlying fund’s return.
Non-Investment Grade Security Risk . The fund, through the underlying funds, may invest in non-investment grade securities (i.e., junk” bonds). Issuers of non-investment grade securities 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. “Junk” bond markets may react strongly to adverse news about an issuer or the economy, or to the perception or expectation of adverse news.

6



ETF Risks . The main risks of investing in ETFs are the same as investing in a portfolio of equity securities comprising the index on which the ETF is based, although lack of liquidity in an ETF could result in it being more volatile than the securities comprising the index. Additionally, the market prices of ETFs will fluctuate in accordance with both changes in the market value of their underlying portfolio securities and due to supply and demand for the instruments on the exchanges on which they are traded (which may result in their trading at a discount or premium to their net asset values). Index-based ETF investments may not replicate exactly the performance of their specific index because of transaction costs and because of the temporary unavailability of certain component securities of the index.
Foreign Security and Emerging Market 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
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 market index, as well as a custom index that reflects the fund’s asset allocation targets. The fund’s past performance (before and after taxes) is not necessarily an indication of its future performance. Updated performance information current to the most recent month end is available at no cost by visiting www.madisonfunds.com or by calling 1-800-877-6089.
Calendar Year Total Returns for Class A Shares
(Returns do not reflect sales charges and would be lower if they did.)
MADISONFUNDS_CHART-20049A07.JPG
 
 
 
 
 
 
 
 
 
Highest/Lowest quarter end results during this period were:
 
 
Highest:
2Q 2009
12.32
 %
 
Lowest:
4Q 2008
-16.22
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Average Annual Total Returns
For Periods Ended December 31, 2017
 
   1 Year
5 Years
10 Years
Since Inception
2/29/2008
Class A Shares – Return Before Taxes
7.68%
6.76%
3.62%
N/A
Return After Taxes on Distributions
6.11%
5.44%
2.65%
N/A
Return After Taxes on Distributions and Sale of Fund Shares
5.07%
5.06%
2.59%
N/A
Class B Shares      Return Before Taxes
8.91%
6.92%
3.62%
N/A
Class C Shares      Return before Taxes
12.40%
7.22%
N/A
4.03%
S&P 500 ®  Index (reflects no deduction for sales charges, account fees, expenses or taxes)
21.83%
15.79%
8.50%
9.70%
Moderate Allocation Fund Custom Index (reflects no deduction for sales charges, account fees, expenses or taxes)
14.84%
8.61%
5.91%
6.49%
The Moderate Allocation Fund Custom Index consists of 42% Russell 3000 ® Index, 40% Bloomberg Barclays U.S. Aggregate Bond Index and 18% MSCI ACWI ex-USA Index.
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 A shares. After-tax returns for Class B and Class C shares will vary.

7



Portfolio Management
The investment adviser to the fund is Madison Asset Management, LLC. David Hottmann, CPA and CFA (Vice President, Portfolio Manager) and Patrick Ryan, CFA (Vice President, Portfolio Manager) co-manage the fund. Mr. Hottmann has served in this capacity since September 2009 and Mr. Ryan has served in this capacity since January 2008.
Purchase and Sale of Fund Shares
The minimum investment amounts for Class A and C shares are noted below. Class B shares may not be purchased or acquired, except by exchange from Class B shares of another Madison fund or through dividend and/or capital gains reinvestments.
Type of Account
To Open an Account
To Add to an Account
Non-retirement accounts:
$1,000 ($1,000 per fund)
$50
Retirement accounts:
$500 ($500 per fund)
$50
Systematic investment programs: 1
 
 
 
Twice Monthly or Biweekly 2
$25
$25
 
Monthly
$50
$50
 
Bimonthly (every other month)
$100
$100
 
Quarterly
$150
$150
1     Regardless of frequency, the minimum investment allowed is $50 per fund per month.
2     Only one fund can be opened under the twice monthly or biweekly options and all purchases need to be directed to that fund.
The fund reserves the right to accept purchase amounts below the stated minimums for accounts that are funded with pre-tax or salary reduction contributions which include SEPs, 401(k) plans, non-qualified deferred compensation plans, and other pension and profit sharing plans, as well as for investment for accounts opened through institutional relationships like managed account programs and orders placed in omnibus accounts.
You may generally purchase, exchange or redeem shares of the fund on any day the New York Stock Exchange (NYSE) is open for business by written request (Madison Funds, P.O. Box 8390, Boston, MA 02266-8390), by telephone (1-800-877-6089), by contacting your financial professional, by wire (purchases only) or, with respect to purchases and exchanges, online at madisonfunds.com. Requests must be received in good order by the fund or its agent prior to the close of regular trading of the NYSE in order to receive that day's net asset value. Investors wishing to purchase or redeem shares through a broker-dealer or other financial intermediary should contact the intermediary to learn how to place an order.
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 (in which case, such distributions may be taxable upon withdrawal). 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 bank or trust company), the fund and the fund’s distributor or its affiliates 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 intermediary and your individual financial adviser to recommend the fund over another investment. Ask your individual financial adviser or visit your financial intermediary’s website for more information.


8



MADISON AGGRESSIVE ALLOCATION FUND Fund Summary
Share Class/Ticker:
Class A - MAGSX
Class B - MAGBX
Class C - MAACX
 
Investment Objective
The Madison Aggressive Allocation Fund seeks 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. You may qualify for sales charge discounts if you and your immediate family invest, or agree to invest in the future, at least $25,000 in Madison Funds. More information about these and other discounts is available from your financial professional, in the “Your Account - Sales Charges and Fees” section on page 77 of the prospectus and in the “More About Purchasing and Selling Shares” section on page 54 of the statement of additional information.
Shareholder Fees: (fees paid directly from your investment)
Class A
Class B
Class C
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)
5.75%
None
None
Maximum Deferred Sales Charge (Load) (as a percentage of amount redeemed)
None
4.50% 1
1.00% 2
Redemption Fee Within 30 days of Purchase (as a percentage of amount redeemed)
None
None
None
 
 
 
 
Annual Fund Operating Expenses:   (expenses that you pay each year as a percentage of the value of your investment)
Class A
Class B
Class C
Management Fees
0.20%
0.20%
0.20%
Distribution and/or Service (Rule 12b-1) Fees
0.25%
1.00%
1.00%
Other Expenses
0.25%
0.25%
0.25%
Acquired Fund Fees and Expenses 3
0.46%
0.46%
0.46%
Total Annual Fund Operating Expenses 4
1.16%
1.91%
1.91%
 
1 The CDSC is reduced after 12 months and eliminated after six years following purchase.
2  
The CDSC is eliminated after 12 months following purchase.
3 Acquired fund fees and expenses have been updated to reflect current fees associated with investing in the underlying funds.
4  
Total annual fund operating expenses for the period ended October 31, 2017 do not match the financial statements because the financial statements do not include acquired fund fees and expenses.
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 either redeem or not 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:
 
Redemption
No Redemption
 
A

B

C

 
A

B

C

1 Year
$
686

$
644

$
294

 
$
686

$
194

$
194

3 Years
922

950

600

 
922

600

600

5 Years
1,177

1,232

1,032

 
1,177

1,032

1,032

10 Years
1,903

2,038

2,233

 
1,903

2,038

2,233

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 45% of the average value of its portfolio.
Principal Investment Strategies
The fund invests primarily in shares of other registered investment companies (the “underlying funds”). The fund will be diversified among a number of asset classes and its allocation among underlying funds will be based on an asset allocation model developed by Madison Asset Management, LLC (“Madison”), the fund’s investment adviser. Under normal circumstances, the fund’s total net assets will be allocated among various asset classes and underlying funds, including those whose shares trade on a stock exchange (exchange traded funds or “ETFs”), with target allocations over time of approximately 80% equity investments and 20% fixed income investments. Underlying funds in which the fund invests may include funds advised by Madison and/or its affiliates, including other Madison Funds (the “affiliated underlying funds”). Generally, Madison will not invest more than 75% of the fund’s net assets, at the time of purchase, in affiliated underlying funds. Although actual allocations may vary, as of October 31, 2017, the fund’s asset allocation was:
- Stock Funds:    50.1%
- Foreign Stock Funds:    31.4%
- Bond Funds:    14.1%
- Alternative Funds:    1.9%
- Money Market Funds:    3.1%

9



With regard to investments in debt securities, Madison’s bias is toward securities with intermediate and short-term maturities. As of December 31, 2017, the weighted average duration of the fund’s debt portfolio was 7.36 years.
Madison may employ multiple analytical approaches to determine the appropriate asset allocation for the fund, including:
Macroeconomic analysis. This approach analyzes high frequency economic and market data across the global markets in an effort to identify attractive investment opportunities in countries, regions and/or asset classes.
Fundamental analysis. This approach reviews fundamental asset class valuation data to determine the absolute and relative attractiveness of existing and potential investment opportunities.
Correlation analysis. This approach considers the degree to which returns in different asset classes do or do not move together, and the fund’s aim to achieve a favorable overall risk and return profile.
Scenario analysis. This approach analyzes historical and expected return data to model how individual asset classes and combinations of asset classes would affect the fund under different economic and market conditions.
In addition, Madison has a flexible mandate which permits the fund, at the sole discretion of the manager, to materially reduce equity risk exposures when and if conditions are deemed to warrant such an action.
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 experience something less than full participation 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.
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
The fund is a fund of funds, meaning that it invests primarily in the shares of underlying funds, including ETFs. Thus, the fund’s investment performance and its ability to achieve its investment goal are directly related to the performance of the underlying funds in which it invests. Each underlying fund’s performance, in turn, depends on the particular securities in which that underlying fund invests and the expenses of that underlying fund. Accordingly, the fund is subject to the risks of the underlying funds in direct proportion to the allocation of its assets among the underlying funds.
The specific risks of owning the fund are set forth below.  You could lose money as a result of investing in the fund. An investment in the fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency, entity or person.  The fund’s share price and total return will fluctuate.  You should consider your own investment goals, time horizon and risk tolerance before investing in the fund. 
Asset Allocation Risk . The fund is subject to asset allocation risk, which is 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.
Market Risk . The fund, through the underlying funds, is subject to market risk, which is the risk that the value of an investment may fluctuate in response to stock market movements. Certain of the underlying funds may invest in the equity securities of smaller companies, which may fluctuate more in value and be more thinly traded than the general market.
Equity Risk . The fund, through the underlying funds, is subject to equity risk. Equity risk is the risk that securities held by the fund will fluctuate in value due to general market or economic conditions, perceptions regarding the industries in which the issuers of securities held by the fund participate, and the particular circumstances and performance of particular companies whose securities the fund holds. In addition, while broad market measures of common stocks have historically generated higher average returns than fixed income securities, common stocks have also experienced significantly more volatility in those returns.
Interest Rate Risk . To the extent that the fund invests in underlying funds that invest in debt securities, the fund will be 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. When interest rates rise, bond prices fall; generally, the longer a bond’s maturity, the more sensitive it is to this risk.
Credit and Prepayment/Extension Risk . The fund, through the underlying funds, is also 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. There is also prepayment/extension risk, which is the chance that a rise/fall in interest rates will reduce/extend the life of a mortgage-backed security by increasing/decreasing mortgage prepayments, typically reducing the underlying fund’s return.
Non-Investment Grade Security Risk . The fund, through the underlying funds, may invest in non-investment grade securities (i.e., junk” bonds). Issuers of non-investment grade securities 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

10



difficulties when they do encounter them. “Junk” bond markets may react strongly to adverse news about an issuer or the economy, or to the perception or expectation of adverse news.
ETF Risks . The main risks of investing in ETFs are the same as investing in a portfolio of equity securities comprising the index on which the ETF is based, although lack of liquidity in an ETF could result in it being more volatile than the securities comprising the index. Additionally, the market prices of ETFs will fluctuate in accordance with both changes in the market value of their underlying portfolio securities and due to supply and demand for the instruments on the exchanges on which they are traded (which may result in their trading at a discount or premium to their net asset values). Index-based ETF investments may not replicate exactly the performance of their specific index because of transaction costs and because of the temporary unavailability of certain component securities of the index.
Foreign Security and Emerging Market 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
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 market index, as well as a custom index that reflects the fund’s asset allocation targets. The fund’s past performance (before and after taxes) is not necessarily an indication of its future performance. Updated performance information current to the most recent month end is available at no cost by visiting www.madisonfunds.com or by calling 1-800-877-6089.
Calendar Year Total Returns for Class A Shares
(Returns do not reflect sales charges and would be lower if they did.)
MADISONFUNDS_CHART-19409A07.JPG
 
 
 
 
 
 
 
 
 
Highest/Lowest quarter end results during this period were:
 
 
Highest:
2Q 2009
16.91
 %
 
Lowest:
4Q 2008
-24.05
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Average Annual Total Returns
For Periods Ended December 31, 2017
 
1 Year
5 Years
10 Years
Since Inception
2/29/2008
Class A Shares – Return Before Taxes
11.30%
9.07%
3.50%
N/A
Return After Taxes on Distributions
9.62%
7.60%
2.66%
N/A
Return After Taxes on Distributions and Sale of Fund Shares
7.40%
6.93%
2.60%
N/A
Class B Shares      Return Before Taxes
12.70%
9.27%
3.51%
N/A
Class C Shares      Return before Taxes
16.18%
9.54%
N/A
4.27%
S&P 500 ®  Index (reflects no deduction for sales charges, account fees, expenses or taxes)
21.83%
15.79%
8.50%
9.70%
Aggressive Allocation Fund Custom Index  (reflects no deduction for sales charges, account fees, expenses or taxes)
18.83%
10.78%
6.32%
7.14%
The Aggressive Allocation Fund Custom Index consists of 56% Russell 3000 ® Index, 24% MSCI ACWI ex-USA Index and 20% Bloomberg Barclays U.S. Aggregate Bond Index.
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 A shares. After-tax returns for Class B and Class C shares will vary.

11



Portfolio Management
The investment adviser to the fund is Madison Asset Management, LLC. David Hottmann, CPA and CFA (Vice President, Portfolio Manager) and Patrick Ryan, CFA (Vice President, Portfolio Manager) co-manage the fund. Mr. Hottmann has served in this capacity since September 2009 and Mr. Ryan has served in this capacity since January 2008.
Purchase and Sale of Fund Shares
The minimum investment amounts for Class A and C shares are noted below. Class B shares may not be purchased or acquired, except by exchange from Class B shares of another Madison fund or through dividend and/or capital gains reinvestments.
Type of Account
To Open an Account
To Add to an Account
Non-retirement accounts:
$1,000 ($1,000 per fund)
$50
Retirement accounts:
$500 ($500 per fund)
$50
Systematic investment programs: 1
 
 
 
Twice Monthly or Biweekly 2
$25
$25
 
Monthly
$50
$50
 
Bimonthly (every other month)
$100
$100
 
Quarterly
$150
$150
1     Regardless of frequency, the minimum investment allowed is $50 per fund per month.
2     Only one fund can be opened under the twice monthly or biweekly options and all purchases need to be directed to that fund.
The fund reserves the right to accept purchase amounts below the stated minimums for accounts that are funded with pre-tax or salary reduction contributions which include SEPs, 401(k) plans, non-qualified deferred compensation plans, and other pension and profit sharing plans, as well as for investment for accounts opened through institutional relationships like managed account programs and orders placed in omnibus accounts.
You may generally purchase, exchange or redeem shares of the fund on any day the New York Stock Exchange (NYSE) is open for business by written request (Madison Funds, P.O. Box 8390, Boston, MA 02266-8390), by telephone (1-800-877-6089), by contacting your financial professional, by wire (purchases only) or, with respect to purchases and exchanges, online at madisonfunds.com. Requests must be received in good order by the fund or its agent prior to the close of regular trading of the NYSE in order to receive that day's net asset value. Investors wishing to purchase or redeem shares through a broker-dealer or other financial intermediary should contact the intermediary to learn how to place an order.
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 (in which case, such distributions may be taxable upon withdrawal). 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 bank or trust company), the fund and the fund’s distributor or its affiliates 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 intermediary and your individual financial adviser to recommend the fund over another investment. Ask your individual financial adviser or visit your financial intermediary’s website for more information.


12



MADISON GOVERNMENT MONEY MARKET FUND Fund Summary
Share Class/Ticker:
Class A - MFAXX
Class B - MFBXX
 
 
Investment Objective
The Madison Government Money Market Fund (formerly the Cash Reserves Fund) seeks high current income from money market instruments consistent with the preservation of capital and liquidity.
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 A
Class B
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
4.50% 1
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 A
Class B
Management Fees
0.40%
0.40%
Distribution and/or Service (Rule 12b-1) Fees
None
0.75%
Other Expenses
0.15%
0.15%
Total Annual Fund Operating Expenses
0.55%
1.30%
Less: Fee waivers and/or expense reimbursements 2
-0.04%
-0.68%
Total Net Annual Fund Operating Expenses (after fee waivers/expense reimbursements)
0.51%
0.62%
1 The CDSC is reduced after 12 months and eliminated after six years following purchase.
2  
Madison Asset Management, LLC (“Madison”), the investment adviser of the fund, and MFD Distributor, LLC (“MFD”), the fund’s principal distributor, contractually agreed until at least February 27, 2019 to waive fees and reimburse fund expenses to the extent necessary to prevent a negative fund yield. The fee waiver agreement may be terminated by the Board of Trustees of the fund at any time and for any reason; however, the Board has no intention of terminating this agreement in the next year. Not included in the fee waiver are any fees and expenses relating to portfolio holdings (e.g., brokerage commissions, interest on loans, etc.) or extraordinary and non-recurring fees and expenses. Neither Madison nor MFD has the right to recoup any waived fees.
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 either redeem or not 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:
 
Redemption
No Redemption
 
A

B

 
A
B

1 Year
$
52

$
513

 
$ 52
$
63

3 Years
172

695

 
172
345

5 Years
303

848

 
303
648

10 Years
685

1,300

 
685
1,300

Principal Investment Strategies
The fund invests at least 99.5% of its total assets in cash, government securities, and/or repurchase agreements that are collateralized by cash or government securities, including but not limited to the Federal National Mortgage Association, Federal Home Loan Banks, Federal Home Loan Mortgage Corporate, and Federal Farm Credit Banks. Under normal circumstances, the fund will invest at least 80% of its net assets in government securities and/or repurchase agreements that are collateralized by government securities.
The fund is a money market fund that seeks to maintain a stable net asset value (“NAV”) of $1.00 per share.
The fund’s investments must have a remaining maturity of no more than 397 days and must be high quality. The fund maintains a dollar-weighted average portfolio maturity of 60 days or less.
Principal Risks
As with any money market fund, the yield paid by the fund will vary with changes in interest rates. Generally, if interest rates rise, the market value of income bearing securities will decline.
An investment in the fund is neither insured nor guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although the fund attempts to maintain a stable price of $1.00 per share, there is no assurance that it will be able to do so and it is possible to lose money by investing in the fund.

13



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 current to the most recent month end is available at no cost by visiting www.madisonfunds.com or by calling 1-800-877-6089.
Calendar Year Total Returns for Class A Shares
MADISONFUNDS_CHART-01218A06.JPG
 
 
 
 
 
Highest/Lowest quarter end results during this period were:
 
 
Highest:
3Q 2008
0.71
%
 
Lowest:
2009 - 1Q 2017 (all quarters)
0.00
%
 
 
 
 
 
 
 
 
 
 
 
 
Average Annual Total Returns
For Periods Ended December 31, 2017
 
1 Year
5 Years
10 Years
Class A Shares
0.31%
0.06%
0.19%
Class B Shares
-4.48%
-0.40%
0.12%
90-Day U.S. Treasury Bill (reflects no deduction for sales charges, account fees, expenses or taxes)
0.84%
0.24%
0.34%
Portfolio Management
The investment adviser to the fund is Madison Asset Management, LLC.
Purchase and Sale of Fund Shares
The minimum investment amounts for Class A shares are noted below. Class B shares may not be purchased or acquired, except by exchange from Class B shares of another Madison fund.
Type of Account
To Open an Account
To Add to an Account
Non-retirement accounts:
$1,000 ($1,000 per fund)
$50
Retirement accounts:
$500 ($500 per fund)
$50
Systematic investment programs: 1
 
 
 
Twice Monthly or Biweekly 2
$25
$25
 
Monthly
$50
$50
 
Bimonthly (every other month)
$100
$100
 
Quarterly
$150
$150
1     Regardless of frequency, the minimum investment allowed is $50 per fund per month.
2     Only one fund can be opened under the twice monthly or biweekly options and all purchases need to be directed to that fund.
The fund reserves the right to accept purchase amounts below the stated minimums for accounts that are funded with pre-tax or salary reduction contributions which include SEPs, 401(k) plans, non-qualified deferred compensation plans, and other pension and profit sharing plans, as well as for investment for accounts opened through institutional relationships like managed account programs and orders placed in omnibus accounts.
You may generally purchase, exchange or redeem shares of the fund on any day the New York Stock Exchange (NYSE) is open for business by written request (Madison Funds, P.O. Box 8390, Boston, MA 02266-8390), by telephone (1-800-877-6089), by contacting your financial professional, by wire (purchases only) or, with respect to purchases and exchanges, online at madisonfunds.com. Requests must be received in good order by the fund or its agent prior to the close of regular trading of the NYSE in order to receive that day's net asset value. Investors wishing to purchase or redeem shares through a broker-dealer or other financial intermediary should contact the intermediary to learn how to place an order.

14



Tax Information
Dividends 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 (in which case, such distributions may be taxable upon withdrawal). Distributions from the fund are expected to be taxed as ordinary income.
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 bank or trust company), the fund and the fund’s distributor or its affiliates 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 intermediary and your individual financial adviser to recommend the fund over another investment. Ask your individual financial adviser or visit your financial intermediary’s website for more information.


15



MADISON TAX-FREE VIRGINIA FUND Fund Summary
Share Class/Ticker:
Class Y - GTVAX
 
 
 
Investment Objective
The primary investment objective of the Madison 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 (Rule 12b-1) Fees
None
Other Expenses
0.35%
Total Annual Fund Operating Expenses
0.85%
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:
 
1 Year
3 Years
5 Years
10 Years
Class Y
$87
$271
$471
$1,049
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 8% of the average value of its portfolio.
Principal Investment Strategies
The fund seeks to achieve its investment objectives by investing at least 80% of its net assets (including borrowings for investment purposes) 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. The fund’s weighted average life as of December 31, 2017 was 6.41 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 3 to 7 years. Duration is an approximation of the expected change in a debt security’s price given a 1% move in interest rates, using the following formula: [change in debt security value = (change in interest rates) x (duration) x (-1)]. By way of example, assume XYZ company issues a five year bond which has a duration of 4.5 years. If interest rates were to instantly increase by 1%, the bond would be expected to decrease in value by approximately 4.5%. 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 fund generally holds 50-75 individual securities in its portfolio at any given time. This reflects the belief of the fund's investment adviser 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.

16



In the event the fund’s investment adviser, Madison Asset Management, LLC (“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 objectives may be diminished.
Principal Risks
The specific risks of owning the fund are set forth below.  You could lose money as a result of investing in the fund. An investment in the fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency, entity or person.  The fund’s share price and total return will fluctuate.  You should consider your own investment goals, time horizon and risk tolerance before investing in the fund. 
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. When interest rates rise, bond prices fall; generally, the longer the bond’s maturity, the more sensitive it is to this risk.
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.
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. Liquidity risk may be higher for this fund than those of income funds that hold U.S. government securities as part of their portfolios because the liquidity of U.S. government securities has historically continued in times of recent market stress.  This fund normally holds few or no U.S. government securities.
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 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 the federal 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.
Risks of General Obligation versus Limited Purpose Bonds . General obligation bonds are backed by the unlimited taxing powers of the municipality issuing the bonds. Limited purpose bonds or “limited tax general obligation bonds” are more risky because the pledged tax revenues backing the bonds are limited to revenue sources and maximum property tax millage amounts. For example, a bond issued by the Commonwealth of Virginia has an unlimited tax pledge backing the debt service, while a bond issued for Arlington, Virginia Public School system has a limited revenue source which is property taxes in the district.
Virginia-Specific Risks . Particular risks to consider when investing in Virginia securities are:
the Commonwealth must have a balanced budget;
the Commonwealth pensions are underfunded;
the economy of the Commonwealth bears heavy exposure to defense contracting;
Virginians rely heavily on federal government and technology sector employment; and
a single-term governorship may result in volatile financial policies and management.

17



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 current to the most recent month end is available at no cost by visiting www.madisonfunds.com or by calling 1-800-877-6089.
Calendar Year Total Returns for Class Y Shares MADISONFUNDS_CHART-19316A12.JPG
 
 
 
 
 
 
 
 
 
Highest/Lowest quarter end results during this period were:
 
 
Highest:
3Q 2009
4.03
 %
 
Lowest:
4Q 2010
-3.46
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Average Annual Total Returns
For Periods Ended December 31, 2017
 
1 Year
5 Years
10 Years
Class Y Shares – Return Before Taxes
2.80%
1.83%
3.23%
Return After Taxes on Distributions
2.80%
1.44%
3.00%
Return After Taxes on Distributions and Sale of Fund Shares
2.50%
1.69%
3.02%
ICE BofAML 1-22 Year U.S. Municipal Securities Index  (reflects no deduction for sales charges, account fees, expenses or taxes)
4.53%
2.70%
4.26%
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 Jeffrey Matthias, CFA (Vice President, Portfolio Manager) co-manage the fund. Mr. Peters has served in this capacity since February 1997 and Mr. Matthias has served in this capacity since February 2016.
Purchase and Sale of Fund Shares
The minimum initial investment amount for Class Y shares purchased directly from the fund is $25,000 for non-retirement accounts and retirement accounts, with a minimum subsequent investment of $50; provided that these minimums may be waived in certain situations. The minimum initial investment amount for Class Y shares is $1,000 for non-retirement accounts and $500 for retirement accounts, with a minimum subsequent investment of $50, for purchases made by:
Dealers and financial intermediates that have entered into arrangements with the fund’s distributor to accept orders on behalf of their clients.
The fund-of-funds and managed account programs managed by Madison.
Investment advisory clients of Madison and its affiliates.
Members of the Board of Trustees of Madison Funds and any other board of trustees affiliated with Madison.
Individuals and their immediate family members who are employees, directors or officers of the adviser, any subadviser, or any service provider of Madison Funds.
Any investor, including their immediate family members, who owned Class Y shares of any Madison Mosaic Fund as of April 19, 2013.
The fund reserves the right to accept purchase amounts below the stated minimums for accounts that are funded with pre-tax or salary reduction contributions which include SEPs, 401(k) plans, non-qualified deferred compensation plans, and other pension and profit sharing plans, as well as for investment for accounts opened through institutional relationships like managed account programs and orders placed in omnibus accounts.

18



You may generally purchase, exchange or redeem shares of the fund on any day the New York Stock Exchange (NYSE) is open for business by written request (Madison Funds, P.O. Box 8390, Boston, MA 02266-8390), by telephone (1-800-877-6089), by contacting your financial professional, by wire (purchases only) or, with respect to purchases and exchanges, online at madisonfunds.com. Requests must be received in good order by the fund or its agent prior to the close of regular trading of the NYSE in order to receive that day's net asset value. Investors wishing to purchase or redeem shares through a broker-dealer or other financial intermediary should contact the intermediary to learn how to place an order.
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, tax-exempt interest 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
If you purchase shares of the fund through a broker-dealer or other financial intermediary (such as a bank or trust company), the fund and the fund’s distributor or its affiliates 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 intermediary and your individual financial adviser to recommend the fund over another investment. Ask your individual financial adviser or visit your financial intermediary’s website for more information.


19



MADISON TAX-FREE NATIONAL FUND Fund Summary
Share Class/Ticker:
Class Y - GTFHX
 
 
 
Investment Objective
The Madison 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
0.40%
Distribution and/or Service (Rule 12b-1) Fees
None
Other Expenses
0.35%
Total Annual Fund Operating Expenses
0.75%

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:
 
1 Year
3 Years
5 Years
10 Years
Class Y
$77
$240
$417
$930
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 6% of the average value of its portfolio.
Principal Investment Strategies
The fund seeks to achieve its investment objective by investing at least 80% of its net assets (including borrowings for investment purposes) 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. The fund’s weighted average life as of December 31, 2017 was 6.68 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 3 to 7 years. Duration is an approximation of the expected change in a debt security’s price given a 1% move in interest rates, using the following formula: [change in debt security value = (change in interest rates) x (duration) x (-1)]. By way of example, assume XYZ company issues a five year bond which has a duration of 4.5 years. If interest rates were to instantly increase by 1%, the bond would be expected to decrease in value by approximately 4.5%. 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 fund generally holds 50-75 individual securities in its portfolio at any given time. This reflects the belief of the fund's investment adviser 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.

20



In the event the fund’s investment adviser, Madison Asset Management, LLC (“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
The specific risks of owning the fund are set forth below.  You could lose money as a result of investing in the fund. An investment in the fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency, entity or person.  The fund’s share price and total return will fluctuate.  You should consider your own investment goals, time horizon and risk tolerance before investing in the fund. 
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. When interest rates rise, bond prices fall; generally, the longer the bond’s maturity, the more sensitive it is to this risk.
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.
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. Liquidity risk may be higher for this fund than those of income funds that hold U.S. government securities as part of their portfolios because the liquidity of U.S. government securities has historically continued in times of recent market stress.  This fund normally holds few or no U.S. government securities.
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 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 the federal 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.
Risks of General Obligation versus Limited Purpose Bonds . General obligation bonds are backed by the unlimited taxing powers of the municipality issuing the bonds. Limited purpose bonds or “limited tax general obligation bonds” are more risky because the pledged tax revenues backing the bonds are limited to revenue sources and maximum property tax millage amounts. For example, a bond issued by the Commonwealth of Virginia has an unlimited tax pledge backing the debt service, while a bond issued for Arlington, Virginia Public School system has a limited revenue source which is property taxes in the district.

21



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 current to the most recent month end is available at no cost by visiting www.madisonfunds.com or by calling 1-800-877-6089.
Calendar Year Total Returns for Class Y Shares MADISONFUNDS_CHART-19414A07.JPG
 
 
 
 
 
 
 
 
 
Highest/Lowest quarter end results during this period were:
 
 
Highest:
3Q 2009
4.13
 %
 
Lowest:
2Q 2013
-3.66
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Average Annual Total Returns
For Periods Ended December 31, 2017
 
1 Year
5 Years
10 Years
Class Y Shares – Return Before Taxes
3.03%
1.98%
3.45%
Return After Taxes on Distributions
2.95%
1.59%
3.20%
Return After Taxes on Distributions and Sale of Fund Shares
2.79%
1.84%
3.22%
ICE BofAML 1-22 Year U.S. Municipal Securities Index  (reflects no deductions for sales charges, account fees, expenses or taxes)
4.53%
2.70%
4.26%
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 Jeffrey Matthias, CFA (Vice President, Portfolio Manager) co-manage the fund. Mr. Peters has served in this capacity since February 1997 and Mr. Matthias has served in this capacity since February 2016.
Purchase and Sale of Fund Shares
The minimum initial investment amount for Class Y shares purchased directly from the fund is $25,000 for non-retirement accounts and retirement accounts, with a minimum subsequent investment of $50; provided that these minimums may be waived in certain situations. The minimum initial investment amount for Class Y shares is $1,000 for non-retirement accounts and $500 for retirement accounts, with a minimum subsequent investment of $50, for purchases made by:
Dealers and financial intermediates that have entered into arrangements with the fund’s distributor to accept orders on behalf of their clients.
The fund-of-funds and managed account programs managed by Madison.
Investment advisory clients of Madison and its affiliates.
Members of the Board of Trustees of Madison Funds and any other board of trustees affiliated with Madison.
Individuals and their immediate family members who are employees, directors or officers of the adviser, any subadviser, or any service provider of Madison Funds.
Any investor, including their immediate family members, who owned Class Y shares of any Madison Mosaic Fund as of April 19, 2013.
The fund reserves the right to accept purchase amounts below the stated minimums for accounts that are funded with pre-tax or salary reduction contributions which include SEPs, 401(k) plans, non-qualified deferred compensation plans, and other pension and profit sharing plans, as well as for investment for accounts opened through institutional relationships like managed account programs and orders placed in omnibus accounts.

22



You may generally purchase, exchange or redeem shares of the fund on any day the New York Stock Exchange (NYSE) is open for business by written request (Madison Funds, P.O. Box 8390, Boston, MA 02266-8390), by telephone (1-800-877-6089), by contacting your financial professional, by wire (purchases only) or, with respect to purchases and exchanges, online at madisonfunds.com. Requests must be received in good order by the fund or its agent prior to the close of regular trading of the NYSE in order to receive that day's net asset value. Investors wishing to purchase or redeem shares through a broker-dealer or other financial intermediary should contact the intermediary to learn how to place an order.
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, tax-exempt interest distributions will generally be exempt from federal income taxes and with regard to state income taxes, the tax -exempt interest attributable to the shareholder’s home state may be exempt from taxes in that state. In most states, however, the rest of the capital gains distributions and 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
If you purchase shares of the fund through a broker-dealer or other financial intermediary (such as a bank or trust company), the fund and the fund’s distributor or its affiliates 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 intermediary and your individual financial adviser to recommend the fund over another investment. Ask your individual financial adviser or visit your financial intermediary’s website for more information.


23



MADISON HIGH QUALITY BOND FUND Fund Summary
Share Class/Ticker:
Class Y - MIIBX
 
 
 
Investment Objective
The Madison 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 :
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:
 
1 Year
3 Years
5 Years
10 Years
Class Y
$50
$157
$274
$616

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 26% of the average value of its portfolio.
Principal Investment Strategies
The fund seeks to achieve its investment objective 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 weighted average life 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 (including borrowings for investment purposes) 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 dollar weighted average maturity of the fund as of December 31, 2017 was 3.16 years. The fund generally holds 45-60 individual securities in its portfolio at any given time. This reflects the belief of the fund's investment adviser 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 objective.
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 than 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

24



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 begin to rise, Madison may attempt to sell bonds in anticipation of further rate increases before they lose more 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 experience something less than full participation 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
The specific risks of owning the fund are set forth below.  You could lose money as a result of investing in the fund. An investment in the fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency, entity or person.  The fund’s share price and total return will fluctuate.  You should consider your own investment goals, time horizon and risk tolerance before investing in the fund. 
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. When interest rates rise, bond prices fall; generally, the longer the bond’s maturity, the more sensitive it is to this risk.
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.
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.
Foreign Security and Emerging Market 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.

25



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 different broad measures of market performance. The fund’s past performance (before and after taxes) is not necessarily an indication of its future performance. Updated performance information current to the most recent month end is available at no cost by visiting www.madisonfunds.com or by calling 1-800-877-6089.
Calendar Year Total Returns for Class Y Shares MADISONFUNDS_CHART-19427A07.JPG
 
 
 
 
 
 
 
 
 
Highest/Lowest quarter end results during this period were:
 
 
Highest:
4Q 2008
5.01
 %
 
Lowest:
4Q 2016
-1.51
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Average Annual Total Returns
For Periods Ended December 31, 2017
 
1 Year
5 Years
10 Years
Class Y Shares – Return Before Taxes
1.14%
0.69%
2.35%
Return After Taxes on Distributions
0.52%
0.16%
1.66%
Return After Taxes on Distributions and Sale of Fund Shares
0.64%
0.31%
1.57%
Bloomberg Barclays U.S. Intermediate Government Credit A+ Bond Index  (reflects no deduction for sales charges, account fees, expenses or taxes)
1.60%
1.23%
2.99%
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 (Chairman, Executive Committee and Director of Fixed Income Investments) and Chris Nisbet, CFA (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.
Purchase and Sale of Fund Shares
The minimum initial investment amount for Class Y shares purchased directly from the fund is $25,000 for non-retirement accounts and retirement accounts, with a minimum subsequent investment of $50; provided that these minimums may be waived in certain situations. The minimum initial investment amount for Class Y shares is $1,000 for non-retirement accounts and $500 for retirement accounts, with a minimum subsequent investment of $50, for purchases made by:
Dealers and financial intermediates that have entered into arrangements with the fund’s distributor to accept orders on behalf of their clients.
The fund-of-funds and managed account programs managed by Madison.
Investment advisory clients of Madison and its affiliates.
Members of the Board of Trustees of Madison Funds and any other board of trustees affiliated with Madison.
Individuals and their immediate family members who are employees, directors or officers of the adviser, any subadviser, or any service provider of Madison Funds.
Any investor, including their immediate family members, who owned Class Y shares of any Madison Mosaic Fund as of April 19, 2013.
The fund reserves the right to accept purchase amounts below the stated minimums for accounts that are funded with pre-tax or salary reduction contributions which include SEPs, 401(k) plans, non-qualified deferred compensation plans, and other pension and profit sharing plans, as well as for investment for accounts opened through institutional relationships like managed account programs and orders placed in omnibus accounts.

26



You may generally purchase, exchange or redeem shares of the fund on any day the New York Stock Exchange (NYSE) is open for business by written request (Madison Funds, P.O. Box 8390, Boston, MA 02266-8390), by telephone (1-800-877-6089), by contacting your financial professional, by wire (purchases only) or, with respect to purchases and exchanges, online at madisonfunds.com. Requests must be received in good order by the fund or its agent prior to the close of regular trading of the NYSE in order to receive that day's net asset value. Investors wishing to purchase or redeem shares through a broker-dealer or other financial intermediary should contact the intermediary to learn how to place an order.
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 (in which case, such distributions may be taxable upon withdrawal). 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 bank or trust company), the fund and the fund’s distributor or its affiliates 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 intermediary and your individual financial adviser to recommend the fund over another investment. Ask your individual financial adviser or visit your financial intermediary’s website for more information.


27



MADISON CORE BOND FUND Fund Summary
Share Class/Ticker:
Class A - MBOAX
Class B - MBOBX
Class Y - MBOYX
Class R6 - MCBRX
Investment Objective
The Madison 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. You may qualify for sales charge discounts if you and your immediate family invest, or agree to invest in the future, at least $25,000 in Madison Funds. More information about these and other discounts is available from your financial professional, in the “Your Account - Sales Charges and Fees” section on page 77 of the prospectus and in the “More About Purchasing and Selling Shares” section on page 54 of the statement of additional information.
Shareholder Fees: (fees paid directly from your investment)
Class A
Class B
Class Y
Class R6
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)
4.50%
None
None
None
Maximum Deferred Sales Charge (Load) (as a percentage of amount redeemed)
None
4.50% 1
None
None
Redemption Fee Within 30 days of Purchase (as a percentage of amount redeemed)
None
None
None
None
 
 
 
 
 
Annual Fund Operating Expenses: ( expenses that you pay each year as a percentage of the value of your investment)

Class A

Class B
Class Y
Class R6
Management Fees
0.50%
0.50%
0.50%
0.50%
Distribution and/or Service (Rule 12b-1) Fees
0.25%
1.00%
None
None
Other Expenses
0.15%
0.15%
0.15%
0.02%
Total Annual Fund Operating Expenses
0.90%
1.65%
0.65%
0.52%
1 The CDSC is reduced after 12 months and eliminated after six years following purchase.
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 either redeem or not 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:
 
Redemption
 
No Redemption
 
A

B

Y

R6

 
A

B

Y

R6

1 Year
$
538

$
618

$
66

$
53

 
$
538

$
168

$
66

$
53

3 Years
724

870

208

167

 
724

520

208

167

5 Years
926

1097

362

291

 
926

897

362

291

10 Years
1,508

1,754

810

653

 
1,508

1,754

810

653

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 27% of the average value of its portfolio.
Principal Investment Strategies
Under normal market conditions, the fund invests at least 80% of its net assets (including borrowings for investment purposes) in bonds. To keep current income relatively stable and to limit share price volatility, 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 (for this purpose, the benchmark used is Bloomberg Barclays U.S. Aggregate Bond Index, the duration of which as of December 31, 2017 was 5.93 years). Duration is an approximation of the expected change in a debt security’s price given a 1% move in interest rates, using the following formula: [change in debt security value = (change in interest rates) x (duration) x (-1)]. By way of example, assume XYZ company issues a five year bond which has a duration of 4.5 years. If interest rates were to instantly increase by 1%, the bond would be expected to decrease in value by approximately 4.5%.
The fund is managed so that, under normal market conditions, the weighted average life of the fund will be 10 years or less. The weighted average life of the fund as of December 31, 2017 was 7.48 years. The fund strives to add incremental return in the portfolio by making strategic decisions relating to credit risk, sector exposure and yield curve positioning. The fund generally holds 150-275 individual securities in its portfolio at any given time and may invest in the following instruments:
Corporate debt securities: securities issued by domestic and foreign (including emerging market) 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 (i.e., “junk bonds”). 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;

28



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 (including emerging market) 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 those categories in which the fund is permitted to invest (including up to 20% of the fund’s assets in junk bonds); 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, among others, 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 market conditions, 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 than 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 market conditions, 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 begin to rise, Madison may attempt to sell bonds in anticipation of further rate increases before they lose more 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 experience something less than full participation 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
The specific risks of owning the fund are set forth below.  You could lose money as a result of investing in the fund. An investment in the fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency, entity or person.  The fund’s share price and total return will fluctuate.  You should consider your own investment goals, time horizon and risk tolerance before investing in the fund. 
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. When interest rates rise, bond prices fall; generally, the longer the bond’s maturity, the more sensitive it is to this risk.
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.
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.

29



Credit Risk and Prepayment/Extension 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. There is also 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. “Junk” bond markets may react strongly to adverse news about an issuer or the economy, or to the perception or expectation of adverse news.
Derivatives Risk. The risk that loss may result from investments in options, forwards, futures, swaps and other derivatives instruments. These instruments may be illiquid, difficult to price and leveraged so that small changes in the value of the underlying instruments may produce disproportionate losses to the fund. Derivatives are also subject to counterparty risk, which is the risk that the other party to the transaction will not fulfill its contractual obligations.
Foreign Security and Emerging Market 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
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 current to the most recent month end is available at no cost by visiting www.madisonfunds.com or by calling 1-800-877-6089.
Calendar Year Total Returns for Class A Shares
(Returns do not reflect sales charges and would be lower if they did.) MADISONFUNDS_CHART-19374A07.JPG
 
 
 
 
 
 
 
 
 
Highest/Lowest quarter end results during this period were:
 
 
Highest:
4Q 2008
4.91
 %
 
Lowest:
4Q 2016
-2.39
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Average Annual Total Returns
For Periods Ended December 31, 2017
 
1 Year
5 Years
10 Years
Since Inception 4/19/2013
Class A Shares – Return Before Taxes
-1.63%
0.66%
2.45%
N/A
Return After Taxes on Distributions
-2.59%
-0.43%
1.40%
N/A
Return After Taxes on Distributions and Sale of Fund Shares
-0.92%
0.04%
1.47%
N/A
Class B Shares      Return Before Taxes
-2.34%
0.47%
2.31%
N/A
Class Y Shares      Return Before Taxes
3.28%
1.87%
3.19%
N/A
Class R6 Shares    Return Before Taxes
3.37%
N/A
N/A
1.98%
Bloomberg Barclays U.S. Aggregate Bond Index  (reflects no deduction for sales charges, account fees, expenses or taxes)
3.54%
2.10%
4.01%
2.08%
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 A shares. After-tax returns for Class B, Y and R6 shares will vary.

30



Portfolio Management
The investment adviser to the fund is Madison Asset Management, LLC. Paul Lefurgey, CFA (Chairman, Executive Committee and Director of Fixed Income Investments), Greg Poplett, CFA (Vice President, Portfolio Manager) and Michael Sanders, CFA (Vice President, Portfolio Manager) co-manage the fund. Mr. Lefurgey has served in this capacity since July 2009, Mr. Poplett has served in this capacity since June 2013 and Mr. Sanders has served in this capacity since September 2016.
Purchase and Sale of Fund Shares
The minimum investment amounts for Class A shares are noted below. Class B shares may not be purchased or acquired, except by exchange from Class B shares of another Madison fund or through dividend and/or capital gains reinvestments.
Type of Account
To Open an Account
To Add to an Account
Non-retirement accounts:
$1,000 ($1,000 per fund)
$50
Retirement accounts:
$500 ($500 per fund)
$50
Systematic investment programs: 1
 
 
 
Twice Monthly or Biweekly 2
$25
$25
 
Monthly
$50
$50
 
Bimonthly (every other month)
$100
$100
 
Quarterly
$150
$150
1     Regardless of frequency, the minimum investment allowed is $50 per fund per month.
2     Only one fund can be opened under the twice monthly or biweekly options and all purchases need to be directed to that fund.
The minimum initial investment amount for Class Y shares purchased directly from the fund is $25,000 for non-retirement accounts and retirement accounts, with a minimum subsequent investment of $50; provided that these minimums may be waived in certain situations. The minimum initial investment amount for Class Y shares is $1,000 for non-retirement accounts and $500 for retirement accounts, with a minimum subsequent investment of $50, for purchases made by:
Dealers and financial intermediates that have entered into arrangements with the fund’s distributor to accept orders on behalf of their clients.
The fund-of-funds and managed account programs managed by Madison.
Investment advisory clients of Madison and its affiliates.
Members of the Board of Trustees of Madison Funds and any other board of trustees affiliated with Madison.
Individuals and their immediate family members who are employees, directors or officers of the adviser, any subadviser, or any service provider of Madison Funds.
Any investor, including their immediate family members, who owned Class Y shares of any Madison Mosaic Fund as of April 19, 2013.
The fund reserves the right to accept purchase amounts below the stated minimums for accounts that are funded with pre-tax or salary reduction contributions which include SEPs, 401(k) plans, non-qualified deferred compensation plans, and other pension and profit sharing plans, as well as for investment for accounts opened through institutional relationships like managed account programs and orders placed in omnibus accounts.
Class R6 shares may be purchased through participating retirement plans, and the purchase minimums are set by the plan’s administrator or record keeper.  In addition, corporations and other institutions, such as trusts, endowments and foundations, can purchase Class R6 shares with a minimum investment of $500,000.  The minimum to add to an account is $50,000. 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. Class R6 shares are also not available for purchase under circumstances where the fund’s investment adviser (and/or an affiliate thereof) is contractually required to pay, directly or indirectly, a portion of the revenues it receives from the fund to a third party pursuant to a joint venture, revenue sharing or similar agreement.
You may generally purchase, exchange or redeem shares of the fund on any day the New York Stock Exchange (NYSE) is open for business by written request (Madison Funds, P.O. Box 8390, Boston, MA 02266-8390), by telephone (1-800-877-6089), by contacting your financial professional, by wire (purchases only) or, with respect to purchases and exchanges, online at madisonfunds.com. Requests must be received in good order by the fund or its agent prior to the close of regular trading of the NYSE in order to receive that day's net asset value. Investors wishing to purchase or redeem shares through a broker-dealer or other financial intermediary should contact the intermediary to learn how to place an order.
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 (in which case, such distributions may be taxable upon withdrawal). 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 bank or trust company), the fund and the fund’s distributor or its affiliates 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 intermediary and your individual financial adviser to recommend the fund over another investment. Ask your individual financial adviser or visit your financial intermediary’s website for more information.

31



MADISON CORPORATE BOND FUND Fund Summary
Share Class/Ticker:
Class Y - COINX
 
 
 
Investment Objective
The Madison 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 :
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:
 
1 Year
3 Years
5 Years
10 Years
Class Y
$66
$208
$362
$810
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 23% of the average value of its portfolio.
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 weighted average life 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. Duration is an approximation of the expected change in a debt security’s price given a 1% move in interest rates, using the following formula: [change in debt security value = (change in interest rates) x (duration) x (-1)]. By way of example, assume XYZ company issues a five year bond which has a duration of 4.5 years. If interest rates were to instantly increase by 1%, the bond would be expected to decrease in value by approximately 4.5%.
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 securities will primarily be issued by domestic corporations, but could include foreign (including emerging market) corporations. The fund expects to maintain an average overall portfolio quality of BBB or better, an overall portfolio weighted average life of 15 years or less, and an overall portfolio duration within 25% of the Bloomberg Barclays U.S. Corporate Bond Index benchmark (the “Bloomberg Barclays Index”) (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). As of December 31, 2017, the weighted average life of the fund was 8.82 years and 10.92 years for the Bloomberg Barclays Index. As of that same date, the duration of the fund was 6.48 years and the duration of the Bloomberg Barclays Index was 7.39 years. The fund generally holds 100-150 individual securities in its portfolio at any given time.

32



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 than 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 begin to rise, Madison may attempt to sell bonds in anticipation of further rate increases before they lose more 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
The specific risks of owning the fund are set forth below.  You could lose money as a result of investing in the fund. An investment in the fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency, entity or person.  The fund’s share price and total return will fluctuate.  You should consider your own investment goals, time horizon and risk tolerance before investing in the fund. 
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. When interest rates rise, bond prices fall; generally, the longer the bond’s maturity, the more sensitive it is to this risk.
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.
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. “Junk” bond markets may react strongly to adverse news about an issuer or the economy, or to the perception or expectation of adverse news.
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. Liquidity risk may be higher for this fund than those of income funds that hold U.S. government securities as part of their portfolios because the liquidity of U.S. government securities has historically continued in times of recent market stress.  This fund normally holds few or no U.S. government securities.
Foreign Security and Emerging Market 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.



33



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 current to the most recent month end is available at no cost by visiting www.madisonfunds.com or by calling 1-800-877-6089.
For the period July 1, 2007 through November 29, 2010, the fund was known as the Madison Mosaic 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 would have been lower.
Calendar Year Total Returns for Class Y Shares
MADISONFUNDS_CHART-19286A07.JPG
 
 
 
 
 
 
 
 
 
Highest/Lowest quarter end results during this period were:
 
 
Highest:
2Q 2009
5.48
 %
 
Lowest:
2Q 2013
-2.95
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Average Annual Total Returns
For Periods Ended December 31, 2017
 
1 Year
5 Years
10 Years
Class Y Shares – Return Before Taxes
5.53%
2.78%
4.78%
Return After Taxes on Distributions
3.84%
1.52%
3.41%
Return After Taxes on Distributions and Sale of Fund Shares
3.11%
1.55%
3.16%
Bloomberg Barclays U.S. Corporate Bond Index (reflects no deduction for sales charges, account fees, expenses or taxes)
6.42%
3.48%
5.65%
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 (Chairman, Executive Committee and Director of Fixed Income Investments) and Allen Olson, CFA (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.

34



Purchase and Sale of Fund Shares
The minimum initial investment amount for Class Y shares purchased directly from the fund is $25,000 for non-retirement accounts and retirement accounts, with a minimum subsequent investment of $50; provided that these minimums may be waived in certain situations. The minimum initial investment for Class Y shares is $1,000 for non-retirement accounts and $500 for retirement accounts, with a minimum subsequent investment of $50, for purchases made by:
Dealers and financial intermediates that have entered into arrangements with the fund’s distributor to accept orders on behalf of their clients.
The fund-of-funds and managed account programs managed by Madison.
Investment advisory clients of Madison and its affiliates.
Members of the Board of Trustees of Madison Funds and any other board of trustees affiliated with Madison.
Individuals and their immediate family members who are employees, directors or officers of the adviser, any subadviser, or any service provider of Madison Funds.
Any investor, including their immediate family members, who owned Class Y shares of any Madison Mosaic Fund as of April 19, 2013.
The fund reserves the right to accept purchase amounts below the stated minimums for accounts that are funded with pre-tax or salary reduction contributions which include SEPs, 401(k) plans, non-qualified deferred compensation plans, and other pension and profit sharing plans, as well as for investment for accounts opened through institutional relationships like managed account programs and orders placed in omnibus accounts.
You may generally purchase, exchange or redeem shares of the fund on any day the New York Stock Exchange (NYSE) is open for business by written request (Madison Funds, P.O. Box 8390, Boston, MA 02266-8390), by telephone (1-800-877-6089), by contacting your financial professional, by wire (purchases only) or, with respect to purchases and exchanges, online at madisonfunds.com. Requests must be received in good order by the fund or its agent prior to the close of regular trading of the NYSE in order to receive that day's net asset value. Investors wishing to purchase or redeem shares through a broker-dealer or other financial intermediary should contact the intermediary to learn how to place an order.
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 (in which case, such distributions may be taxable upon withdrawal). 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 bank or trust company), the fund and the fund’s distributor or its affiliates 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 intermediary and your individual financial adviser to recommend the fund over another investment. Ask your individual financial adviser or visit your financial intermediary’s website for more information.


35



MADISON HIGH INCOME FUND Fund Summary
Share Class/Ticker:
Class A - MHNAX
Class B - MHNBX
Class Y - MHNYX
 
Investment Objective
The Madison High Income Fund seeks high current income. The fund also seeks capital appreciation, but only when consistent with its primary goal.
Fees and Expenses
This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. You may qualify for sales charge discounts if you and your immediate family invest, or agree to invest in the future, at least $25,000 in Madison Funds. More information about these and other discounts is available from your financial professional, in the “Your Account - Sales Charges and Fees” section on page 77 of the prospectus and in the “More About Purchasing and Selling Shares” section on page 54 of the statement of additional information.
Shareholder Fees: (fees paid directly from your investment)
Class A
Class B
Class Y
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)
4.50%
None
None
Maximum Deferred Sales Charge (Load) (as a percentage of amount redeemed)
None
4.50% 1
None
Redemption Fee Within 30 days of Purchase (as a percentage of amount redeemed)
None
None
None
 
 
 
 
Annual Fund Operating Expenses: (expenses that you pay each year as a percentage of the value of your investment)
Class A
Class B
Class Y
Management Fees
0.55%
0.55%
0.55%
Distribution and/or Service (Rule 12b-1) Fees
0.25%
1.00%
None
Other Expenses
0.20%
0.20%
0.20%
Acquired Fund Fees and Expenses
0.02%
0.02%
0.02%
Total Annual Fund Operating Expenses
1.02%
1.77%
0.77%
1 The CDSC is reduced after 12 months and eliminated after six years following purchase.
2  
Total annual fund operating expenses for the period ended October 31, 2017 do not match the financial statements because the financial statements do not include acquired fund fees and expenses.
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 either redeem or not 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:
 
Redemption
No Redemption
 
A

B

Y

 
A
B
Y
1 Year
$
549

$
630

$
79

 
$ 549
$ 180
$ 79
3 Years
760

907

246

 
760
557
246
5 Years
988

1,159

428

 
988
959
428
10 Years
1,642

1,886

954

 
1,642
1,886
954

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 53% of the average value of its portfolio.
Principal Investment Strategies
The fund invests primarily in lower-rated, higher-yielding income bearing securities, such as “junk” bonds. Because the performance of these securities has historically been strongly influenced by economic conditions, the fund may rotate securities selection by business sector according to the economic outlook. Under normal market conditions, the fund invests at least 80% of its net assets (including borrowings for investment purposes) in bonds rated lower than investment grade (BBB/Baa) and their unrated equivalents or other high-yielding securities. Types of bonds and other securities include, but are not limited to, domestic and foreign (including emerging market) corporate bonds, debentures, notes, convertible securities, preferred stocks, municipal obligations, government obligations and mortgage-backed securities. Up to 25% of the fund’s assets may be invested in the securities of issuers in any one industry, and up to 50% of the fund's assets may be invested in 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 dollar weighted average life of the fund as of December 31, 2017 was 3.81 years.

36



In selecting the fund’s investments, the portfolio managers employ a multi-faceted, “bottom up” investment approach that utilizes proprietary analytical tools which are integral to assessing the potential risk and relative value of each investment and also assist in identifying companies that are likely to have the ability to meet their interest and principal payments on their debt securities.  Investment candidates are analyzed in depth at a variety of risk levels.  Investments are not made on the basis of one single factor.  Rather, investments are made based on the careful consideration of a variety of factors, including:
Analyses of business risks (including leverage risk) and macro risks (including interest rate trends, capital market conditions and default rates);
Assessment of the industry’s attractiveness and competitiveness;
Evaluation of the business, including core strengths and competitive weaknesses;
Qualitative evaluation of the management team, including in-person meetings or conference calls with key managers; and
Quantitative analyses of the company’s financial statements.
The fund does not have a stated minimum or maximum number of holdings.  The number of issuers in the fund’s portfolio typically ranges from 85 to 120 depending on the market environment. 
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
The specific risks of owning the fund are set forth below.  You could lose money as a result of investing in the fund. An investment in the fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency, entity or person.  The fund’s share price and total return will fluctuate.  You should consider your own investment goals, time horizon and risk tolerance before investing in the fund. 
Interest Rate/Credit Risks . The fund is subject to interest rate risk and above-average credit risk, which are risks that the value of your investment will fluctuate in response to changes in interest rates or an issuer will not honor a financial obligation. Investors should expect greater fluctuations in share price, yield and total return compared to bond funds holding bonds and other income bearing securities with higher credit ratings and/or shorter maturities. These fluctuations, whether positive or negative, may be sharp and unanticipated.
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. Liquidity risk may be higher for this fund than those of income funds that hold U.S. government securities as part of their portfolios because the liquidity of U.S. government securities has historically continued in times of recent market stress.  This fund normally holds few or no U.S. government securities.
Non-Investment Grade Security Risk . Issuers of non-investment grade securities (i.e., “junk” bonds) are typically in weak financial health and, 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. Because the fund invests a significant portion of its assets in these securities, the fund may be subject to greater levels of credit and liquidity risk than a fund that does not invest in such securities. These securities are considered predominately speculative with respect to the issuer's continuing ability to make principal and interest payments. An economic downturn or period of rising interest rates could adversely affect the market for these securities and reduce the fund's ability to sell these securities (see “Liquidity Risk” above). If the issuer of a security is in default with respect to interest or principal payments, the fund may lose its entire investment. Because of the risks involved in investing in non-investment grade securities, an investment in a fund that invests in such securities should be considered speculative.
Foreign Security and Emerging Market 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.
Prepayment/Extension Risk . The fund may also invest in mortgage-backed securities that are subject to prepayment/extension risks, 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.

37



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 current to the most recent month end is available at no cost by visiting www.madisonfunds.com or by calling 1-800-877-6089.
The performance data presented below for all periods prior to January 1, 2016 represents the performance of the previous subadviser.
Calendar Year Total Returns for Class A Shares
(Returns do not reflect sales charges and would be lower if they did.) MADISONFUNDS_CHART-19493A07.JPG
 
 
 
 
 
Highest/Lowest quarter end results during this period were:
 
 
Highest:
3Q 2009
9.21
 %
 
Lowest:
4Q 2008
-11.11
 %
 
 
 
 
 
 
 
 
 
 
 
 
Average Annual Total Returns
For Periods Ended December 31, 2017
 
1 Year
5 Years
  10 Years
Class A Shares – Return Before Taxes
1.71%
3.40%
5.52%
Return After Taxes on Distributions
-0.36%
0.57%
2.77%
Return After Taxes on Distributions and Sale of Fund Shares
0.95%
1.43%
3.14%
Class B Shares      Return Before Taxes
1.14%
3.24%
5.37%
Class Y Shares      Return before Taxes
7.03%
4.67%
6.30%
ICE BofAML U.S. High Yield Constrained Index (reflects no deduction for sales charges, account fees, expenses or taxes)
7.48%
5.81%
7.96%
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 A shares. After-tax returns for Class B and Y shares will vary.
Portfolio Management
The investment adviser to the fund is Madison Asset Management, LLC (“Madison”). Michael Sanders, CFA (Vice President, Portfolio Manager), and Allen Olson, CFA (Vice President, Portfolio Manager), co-manage the fund. Messrs. Sanders and Olson have served in this capacity since January 2016.


38



Purchase and Sale of Fund Shares
The minimum investment amounts for Class A shares are noted below. Class B shares may not be purchased or acquired, except by exchange from Class B shares of another Madison fund or through dividend and/or capital gains reinvestments.
Type of Account
To Open an Account
To Add to an Account
Non-retirement accounts:
$1,000 ($1,000 per fund)
$50
Retirement accounts:
$500 ($500 per fund)
$50
Systematic investment programs: 1
 
 
 
Twice Monthly or Biweekly 2
$25
$25
 
Monthly
$50
$50
 
Bimonthly (every other month)
$100
$100
 
Quarterly
$150
$150
1     Regardless of frequency, the minimum investment allowed is $50 per fund per month.
2     Only one fund can be opened under the twice monthly or biweekly options and all purchases need to be directed to that fund.
The minimum initial investment amount for Class Y shares purchased directly from the fund is $25,000 for non-retirement accounts and retirement accounts, with a minimum subsequent investment of $50; provided that these minimums may be waived in certain situations. The minimum initial investment amount for Class Y shares is $1,000 for non-retirement accounts and $500 for retirement accounts, with a minimum subsequent investment of $50, for purchases made by:
Dealers and financial intermediates that have entered into arrangements with the fund’s distributor to accept orders on behalf of their clients.
The fund-of-funds and managed account programs managed by Madison.
Investment advisory clients of Madison and its affiliates.
Members of the Board of Trustees of Madison Funds and any other board of trustees affiliated with Madison.
Individuals and their immediate family members who are employees, directors or officers of the adviser, any subadviser, or any service provider of Madison Funds.
Any investor, including their immediate family members, who owned Class Y shares of any Madison Mosaic Fund as of April 19, 2013.
The fund reserves the right to accept purchase amounts below the stated minimums for accounts that are funded with pre-tax or salary reduction contributions which include SEPs, 401(k) plans, non-qualified deferred compensation plans, and other pension and profit sharing plans, as well as for investment for accounts opened through institutional relationships like managed account programs and orders placed in omnibus accounts.
You may generally purchase, exchange or redeem shares of the fund on any day the New York Stock Exchange (NYSE) is open for business by written request (Madison Funds, P.O. Box 8390, Boston, MA 02266-8390), by telephone (1-800-877-6089), by contacting your financial professional, by wire (purchases only) or, with respect to purchases and exchanges, online at madisonfunds.com. Requests must be received in good order by the fund or its agent prior to the close of regular trading of the NYSE in order to receive that day's net asset value. Investors wishing to purchase or redeem shares through a broker-dealer or other financial intermediary should contact the intermediary to learn how to place an order.
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 (in which case, such distributions may be taxable upon withdrawal). 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 bank or trust company), the fund and the fund’s distributor or its affiliates 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 intermediary and your individual financial adviser to recommend the fund over another investment. Ask your individual financial adviser or visit your financial intermediary’s website for more information.


39



MADISON DIVERSIFIED INCOME FUND Fund Summary
Share Class/Ticker:
Class A - MBLAX
Class B - MBLNX
Class C - MBLCX
 
Investment Objective
The Madison Diversified Income Fund seeks a high total return through the combination of income and 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. You may qualify for sales charge discounts if you and your immediate family invest, or agree to invest in the future, at least $25,000 in Madison Funds. More information about these and other discounts is available from your financial professional, in the “Your Account - Sales Charges and Fees” section on page 77 of the prospectus and in the “More About Purchasing and Selling Shares” section on page 54 of the statement of additional information.
Shareholder Fees: ( fees paid directly from your investment)
Class A
Class B
Class C
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)
5.75%
None
None
Maximum Deferred Sales Charge (Load) (as a percentage of amount redeemed)
None
4.50% 1
1.00% 2
Redemption Fee Within 30 days of Purchase (as a percentage of amount redeemed)
None
None
None
 
 
 
 
Annual Fund Operating Expenses: (expenses that you pay each year as a percentage of the value of your investment)
Class A
Class B
Class C
Management Fees
0.65%
0.65%
0.65%
Distribution and/or Service (Rule 12b-1) Fees
0.25%
1.00%
1.00%
Other Expenses
0.20%
0.20%
0.20%
Total Annual Fund Operating Expenses
1.10%
1.85%
1.85%
1 The CDSC is reduced after 12 months and eliminated after six years following purchase.
2 The CDSC is eliminated after 12 months following purchase.
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 either redeem or not 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:
 
Redemption
No Redemption
 
A

B

C

 
A

B

C

1 Year
$
681

$
638

$
288

 
$
681

$
188

$
188

3 Years
905

932

582

 
905

582

582

5 Years
1,146

1,201

1,001

 
1,146

1,001

1,001

10 Years
1,838

1,973

2,169

 
1,838

1,973

2,169

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 21% of the average value of its portfolio.
Principal Investment Strategies
The fund seeks income by investing in a broadly diversified array of securities, including bonds, common stocks, real estate securities, foreign market bonds and stocks, and money market instruments. Bonds, stock and cash components will vary, reflecting the portfolio managers’ judgments of the relative availability of attractively yielding and priced stocks and bonds; however, under normal market conditions, the fund’s portfolio managers generally attempt to target a 40% bond and 60% stock investment allocation. Nevertheless, bonds (including investment grade, non-investment grade securities (i.e., junk” bonds), and mortgage- or asset-backed) may constitute up to 80% of the fund’s assets, stocks (including common stocks, preferred stocks and convertible bonds) may constitute up to 70% of the fund’s assets, real estate securities may constitute up to 25% of the fund’s assets, foreign (including American Depositary Receipts ("ADRs") and emerging market) stocks and bonds may constitute up to 25% of the fund’s assets, and money market instruments may constitute up to 25% of the fund’s assets. Although the fund is permitted to invest up to 80% of its assets in lower credit quality bonds, under normal circumstances, the fund intends to limit the investment in lower credit quality bonds to less than 50% of the fund’s assets.
With regard to the fixed income component of the fund, while there is no maturity strategy utilized, the fund is managed with the goal of being between 90-110% of the market benchmark duration. The weighted average life of the fund’s bond portfolio as of December 31, 2017 was

40



7.31 years. Duration is an approximation of the expected change in a debt security’s price given a 1% move in interest rates, using the following formula: [change in debt security value = (change in interest rates) x (duration) x (-1)]. By way of example, assume XYZ company issues a five year bond which has a duration of 4.5 years. If interest rates were to instantly increase by 1%, the bond would be expected to decrease in value by approximately 4.5%. As of December 31, 2017, the duration of the fund’s bond portfolio was 5.35 years, and the duration of the benchmark index (which, for this purpose, is the Bank of America Merrill Lynch U.S. Corporate, Government & Mortgage Index), was 6.03 years.
The balance between the two strategies of the fund -- i.e., fixed income investing and equity investing -- is determined after reviewing the risks associated with each type of investment, with the goal of meaningful risk reduction as market conditions demand. The fund may also invest in exchange traded funds (“ETFs”) that are registered investment companies and may also write (sell) covered call options, when deemed appropriate by the portfolio managers, in order to generate additional income through the collection of option premiums. With regard to the equity portion of the fund, the fund generally holds 30-60 individual securities in its portfolio at any given time. This reflects the belief of the fund's investment adviser, Madison Asset Management, LLC ("Madison"), that your money should be invested in the Madison's top investment ideas, and that focusing on Madison's best investment ideas is the best way to achieve the fund’s investment objective.
The fund typically sells a stock when the fundamental expectations for producing competitive yields at an acceptable level of price risk no longer apply, the price exceeds its intrinsic value or other stocks appear more attractive.
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 experience something less than full participation 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.
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
The specific risks of owning the fund are set forth below.  You could lose money as a result of investing in the fund. An investment in the fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency, entity or person.  The fund’s share price and total return will fluctuate.  You should consider your own investment goals, time horizon and risk tolerance before investing in the fund. 
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.
Equity Risk . The fund is subject to equity risk. Equity risk is the risk that securities held by the fund will fluctuate in value due to general market or economic conditions, perceptions regarding the industries in which the issuers of securities held by the fund participate, and the particular circumstances and performance of particular companies whose securities the fund holds. In addition, while broad market measures of common stocks have historically generated higher average returns than fixed income securities, common stocks have also experienced significantly more volatility in those returns.
Capital Gain Realization Risks to Taxpaying Shareholders. Because of the focused nature of the fund’s equity 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.
Interest Rate Risk . 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. When interest rates rise, bond prices fall; generally, the longer a bond’s maturity, the more sensitive it is to this risk.
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.
Non-Investment Grade Security Risk . Issuers of non-investment grade securities (i.e., “junk” bonds) are typically in weak financial health and, 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. Because the fund may invest a significant portion of its assets in these securities, the fund may be subject to greater levels of credit and liquidity risk than a fund that does not invest in such securities. These securities are considered predominately speculative with respect to the issuer's continuing ability to make principal and interest payments. An economic downturn or period of rising interest rates could adversely affect the market for these securities and reduce the fund's ability to sell these securities. If the issuer of a security is in default with respect to interest or principal payments, the fund may lose its entire investment. Because of the risks involved in investing in non-investment grade securities, an investment in a fund that invests in such securities should be considered speculative.


41



Foreign Security and Emerging Market 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
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, as well as a custom index that consists of 50% ICE BofAML U.S. Corporate Government & Mortgage Index and 50% of the S&P 500 Index. The fund’s past performance (before and after taxes) is not necessarily an indication of its future performance. Updated performance information current to the most recent month end is available at no cost by visiting www.madisonfunds.com or by calling 1-800-877-6089.
Calendar Year Total Returns for Class A Shares
(Returns do not reflect sales charges and would be lower if they did.) MADISONFUNDS_CHART-19415A07.JPG
 
 
 
 
 
 
 
 
 
Highest/Lowest quarter end results during this period were:
 
 
Highest:
3Q 2009
7.57
 %
 
Lowest:
4Q 2008
-8.19
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Average Annual Total Returns
For Periods Ended December 31, 2017
 
1 Year
5 Years
10 Years
Since Inception
7/31/2012
Class A Shares – Return Before Taxes
6.35%
7.31%
5.74%
N/A
Return After Taxes on Distributions
5.53%
6.49%
4.91%
N/A
Return After Taxes on Distributions and Sale of Fund Shares
4.21%
5.63%
4.37%
N/A
Class B Shares      Return Before Taxes
7.49%
7.48%
5.73%
N/A
Class C Shares      Return Before Taxes
11.00%
7.77%
N/A
7.34%
S&P 500 ®  Index (reflects no deduction for sales charges, account fees, expenses or taxes)
21.83%
15.79%
8.50%
15.42%
ICE BofAML U.S. Corporate, Government & Mortgage Index ( reflects no deduction for sales charges, account fees, expenses or taxes)
3.63%
2.13%
4.06%
2.05%
Custom Blended Index ( reflects no deduction for sales charges, account fees, expenses or taxes)
12.42%
8.90%
6.58%
8.67%
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 A shares. After-tax returns for Class B and C shares will vary.
Portfolio Management
The investment adviser to the fund is Madison Asset Management, LLC. John Brown, CFA (Vice President, Portfolio Manager), Paul Lefurgey, CFA (Chairman, Executive Committee and Director of Fixed Income Investments), Chris Nisbet, CFA (Vice President, Portfolio Manager), and Drew Justman, CFA (Vice President, Portfolio Manager), co-manage the fund. Mr. Brown has served in this capacity since 1998, Mr. Lefurgey has served in this capacity since April 2013, Mr. Nisbet has served in this capacity since June 2013, and Mr. Justman has served in this capacity since February 2015.

42



Purchase and Sale of Fund Shares
The minimum investment amounts for Class A and C shares are noted below. Class B shares may not be purchased or acquired, except by exchange from Class B shares of another Madison fund or through dividend and/or capital gains reinvestments.
    
Type of Account
To Open an Account
To Add to an Account
Non-retirement accounts:
$1,000 ($1,000 per fund)
$50
Retirement accounts:
$500 ($500 per fund)
$50
Systematic investment programs: 1
 
 
 
Twice Monthly or Biweekly 2
$25
$25
 
Monthly
$50
$50
 
Bimonthly (every other month)
$100
$100
 
Quarterly
$150
$150
1     Regardless of frequency, the minimum investment allowed is $50 per fund per month.
2     Only one fund can be opened under the twice monthly or biweekly options and all purchases need to be directed to that fund.
The fund reserves the right to accept purchase amounts below the stated minimums for accounts that are funded with pre-tax or salary reduction contributions which include SEPs, 401(k) plans, non-qualified deferred compensation plans, and other pension and profit sharing plans, as well as for investment for accounts opened through institutional relationships like managed account programs and orders placed in omnibus accounts.
You may generally purchase, exchange or redeem shares of the fund on any day the New York Stock Exchange (NYSE) is open for business by written request (Madison Funds, P.O. Box 8390, Boston, MA 02266-8390), by telephone (1-800-877-6089), by contacting your financial professional, by wire (purchases only) or, with respect to purchases and exchanges, online at madisonfunds.com. Requests must be received in good order by the fund or its agent prior to the close of regular trading of the NYSE in order to receive that day's net asset value. Investors wishing to purchase or redeem shares through a broker-dealer or other financial intermediary should contact the intermediary to learn how to place an order.
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 (in which case, such distributions may be taxable upon withdrawal). 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 bank or trust company), the fund and the fund’s distributor or its affiliates 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 intermediary and your individual financial adviser to recommend the fund over another investment. Ask your individual financial adviser or visit your financial intermediary’s website for more information.


43



MADISON COVERED CALL & EQUITY INCOME FUND Fund Summary
Share Class/Ticker:
Class A - MENAX
Class C - MENCX
Class Y - MENYX
Class R6 - MENRX
Investment Objective
The Madison Covered Call & Equity Income Fund seeks to provide consistent total return and, secondarily, to provide a high level of income and gains from option premiums.
Fees and Expenses
This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. You may qualify for sales charge discounts if you and your immediate family invest, or agree to invest in the future, at least $25,000 in Madison Funds. More information about these and other discounts is available from your financial professional, in the “Your Account - Sales Charges and Fees” section on page 77 of the prospectus and in the “More About Purchasing and Selling Shares” section on page 54 of the statement of additional information.
Shareholder Fees: (fees paid directly from your investment)
Class A
Class C
Class Y
Class R6
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)
5.75%
None
None
None
Maximum Deferred Sales Charge (Load) (as a percentage of amount redeemed)
None
1.00% 1
None
None
Redemption Fee Within 30 days of Purchase (as a percentage of amount redeemed)
None
None
None
None
 
 
 
 
 
Annual Fund Operating Expenses: (expenses that you pay each year as a percentage of the value of your investment)
Class A
Class C
Class Y
Class R6
Management Fees
0.85%
0.85%
0.85%
0.85%
Distribution and/or Service (Rule 12b-1) Fees
0.25%
1.00%
None
None
Other Expenses
0.15%
0.15%
0.15%
0.02%
Acquired Fund Fees and Expenses
0.05%
0.05%
0.05%
0.05%
Total Annual Fund Operating Expenses 2
1.30%
2.05%
1.05%
0.92%
1 The CDSC is eliminated after 12 months following purchase.
2  
Total annual fund operating expenses for the period ended October 31, 2017 do not match the financial statements because the financial statements do not include acquired fund fees and expenses.
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 either redeem or not 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:
 
Redemption
 
No Redemption
 
A

C

Y

R6

 
A
C
Y
R6
1 Year
$
700

$
308

$
107

$
94

 
$ 700
$ 208
$ 107
$ 94
3 Years
964

644

335

294

 
964
644
335
294
5 Years
1,249

1,105

581

511

 
1,249
1,105
581
511
10 Years
2,056

2,383

1,286

1,135

 
2,056
2,383
1,286
1,135
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 166% of the average value of its portfolio.
Principal Investment Strategies
The fund invests, under normal conditions, primarily in common stocks of large- and mid-capitalization issuers that are, in the view of the fund’s investment adviser, selling at a reasonable price in relation to their long-term earnings growth rates. Under normal market conditions, the fund will seek to generate current earnings from option premiums by writing (selling) covered call options on a substantial portion of its portfolio securities. The fund seeks to produce a high level of current income and current gains generated from option writing premiums and, to a lesser extent, from dividends.
Under normal market conditions, the fund will invest at least 80% of its net assets in common stocks, with at least 65% of this amount invested in common stocks of large capitalization issuers that meet the fund’s selection criteria. In calculating compliance with these percentages, the fund will "look through" to the characteristics of the underlying holdings of any exchange traded funds ("ETF") held by the fund. The fund may invest the remainder of its common stock investments in companies that meet the fund’s selection criteria but whose market capitalization is considered to be middle sized or “mid-cap” (generally, stocks with a market capitalization similar to those companies in the Russell Midcap® Index). In addition, the fund may invest up to 15% of its net assets in foreign securities, including American Depositary Receipts (“ADRs”) and emerging market securities. The fund’s investment adviser, Madison Asset Management, LLC (“Madison”), will allocate the fund’s assets among stocks in sectors of the economy based upon Madison’ views on forward earnings growth rates, adjusted to reflect Madison’s views on economic and market conditions and sector risk factors. In general, Madison focuses its investments in the information technology, consumer discretionary, health care and financials sectors, and may invest up to 35% of the fund’s net assets in any one such sector. The fund generally holds 30-60 individual equity and investment company securities, including ETFs and Unit Investment Trusts ("UITs"), in its portfolio at any given time. This reflects Madison's belief 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.

44



Although Madison believes that, under normal conditions, at least 80% of the fund will be invested in equity securities, high levels of new investment inflow can lead to periods of higher cash levels which are invested in due course as appropriate opportunities are identified. In addition, during periods in which stock markets advance, option assignment activity can rise significantly resulting in options being exercised and portfolio securities being called away in exchange for Madison. Madison believes that reinvesting such sale proceeds should be done carefully and opportunistically such that cash level may remain elevated for relatively short periods of time until appropriate reinvestment opportunities are identified. Additionally, during periods when Madison believes the stock markets in general are overvalued or when there is perceived domestic or global economic or political risk or when investments in equity securities bear an above average risk of loss, Madison will delay investment of some or all of the fund’s cash until such periods have ended. Thus, in Madison’s discretion, the fund’s cash may be held for “temporary defensive purposes,” and might represent a material percentage of the fund’s portfolio. These periods may last for a few weeks or even for a few months, until more attractive market conditions exist.
The fund will employ an option strategy of writing covered call options on a substantial portion of the common stocks in its portfolio. The extent of option writing activity will depend upon market conditions and Madison’s ongoing assessment of the attractiveness of writing call options on the fund’s stock holdings. In addition to providing income, covered call writing helps to reduce the volatility (and risk profile) of the fund by providing downside protection.
In addition to its covered call strategy, the fund may, to a lesser extent (not more than 20% of its net assets), pursue an option strategy that includes the writing of both put options and call options on certain of the common stocks in the fund’s portfolio. To seek to offset some of the risk of a larger potential decline in the event the overall stock market has a sizable short-term or intermediate-term decline, the fund may, to a limited extent (not more than 2% of its total assets) purchase put options or put option debit spreads (where another put option at a lower strike price is sold to offset the cost of the first put option) on broad-based securities indices (such as the S&P 500, S&P MidCap 400 or other indices deemed suitable) or certain ETFs that trade like common stocks but represent such market indices.
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 experience something less than full participation 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.
Although the fund expects to pursue its investment objectives 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 objectives may be diminished.
Principal Risks
The specific risks of owning the fund are set forth below.  You could lose money as a result of investing in the fund. An investment in the fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency, entity or person.  The fund’s share price and total return will fluctuate.  You should consider your own investment goals, time horizon and risk tolerance before investing in the fund. 
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.
Equity Risk . The fund is subject to equity risk. Equity risk is the risk that securities held by the fund will fluctuate in value due to general market or economic conditions, perceptions regarding the industries in which the issuers of securities held by the fund participate, and the particular circumstances and performance of particular companies whose securities the fund holds. In addition, while broad market measures of common stocks have historically generated higher average returns than fixed income securities, common stocks have also experienced significantly more volatility in those returns.
Mid-Cap Company Risk . The fund’s investments in mid-capitalization companies may entail greater risks than investments in larger, more established companies. Mid-capitalization 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 growth-oriented companies may not have established financial histories; often 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.
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 were unable to close out a covered call option that it had written on a security, it would not be able to sell the underlying security unless the option expired without exercise.
The hours of trading for options may not conform to the hours during which the underlying securities are traded. To the extent that the options markets close before the markets for the underlying securities, significant price and rate movements can take place in the underlying markets that cannot be reflected in the options markets.
The value of call options will be affected by changes in the value and dividend rates of the underlying common stocks, an increase in interest rates, changes in the actual or perceived volatility of the stock market and the underlying common stocks and the remaining time to the options’ expiration. Additionally, the exercise price of an option may be adjusted downward before the option’s expiration as a result of the occurrence of

45



events affecting the underlying equity security. A reduction in the exercise price of an option would reduce the fund’s capital appreciation potential on the underlying security.
When the fund writes covered put options, it bears the risk of loss if the value of the underlying stock declines below the exercise price. If the option is exercised, the fund could incur a loss if it is required to purchase the stock underlying the put option at a price greater than the market price of the stock at the time of exercise. Also, while the fund’s potential gain in writing a covered put option is limited to the interest earned on the liquid assets securing the put option plus the premium received from the purchaser of the put option, the fund risks a loss equal to the entire value of the stock.
If a put option purchased by the fund is not sold when it has remaining value, and if the market price of the underlying security remains equal to or greater than the exercise price, the fund will lose its entire investment in the option.
The fund’s options transactions will be subject to limitations established by each of the exchanges, boards of trade or other trading facilities on which such options are traded. The number of options which the fund may write or purchase may be affected by options written or purchased by other clients of the fund’s investment adviser or its affiliates.
Tax Risk . The fund will generate taxable income and therefore is subject to tax risk. In addition to option premium income, most or all of the gains from the sale of the underlying securities held by the fund on which options are written may be short-term capital gains taxed at ordinary income rates in any particular year. Because the fund does not have control over the exercise of the call options it writes, such exercises or other required sales of the underlying stocks may force the fund to realize capital gains or losses at inopportune times. The fund’s transactions in options are subject to special and complex U.S. federal income tax provisions that may, among other things, treat dividends that would otherwise constitute qualified dividend income as non-qualified dividend income; treat dividends that would otherwise be eligible for the corporate dividends-received deduction as ineligible for such treatment; disallow, suspend or otherwise limit the allowance of certain losses or deductions, (iv) convert lower taxed long-term capital gain into higher taxed short-term capital gain or ordinary income; convert an ordinary loss or deduction into a capital loss (the deductibility of which is more limited); and cause the fund to recognize income or gain without a corresponding receipt of cash.
Foreign Security and Emerging Market 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.
Concentration Risk . To the extent that the fund makes substantial investments in a single sector, the fund will be more susceptible to adverse economic or regulatory occurrences affecting those sectors.
Derivatives Risk. The risk that loss may result from investments in options, forwards, futures, swaps and other derivatives instruments. These instruments may be illiquid, difficult to price and leveraged so that small changes in the value of the underlying instruments may produce disproportionate losses to the fund. Derivatives are also subject to counterparty risk, which is the risk that the other party to the transaction will not fulfill its contractual obligations.
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, as well as the CBOE S&P 500 BuyWrite Index (BXM SM ) which is provided because of the fund’s option writing strategy. The fund’s past performance (before and after taxes) is not necessarily an indication of its future performance. Updated performance information current to the most recent month end is available at no cost by visiting www.madisonfunds.com or by calling 1-800-877-6089.
Calendar Year Total Returns for Class A Shares
(Returns do not reflect sales charges and would be lower if they did.)
MADISONFUNDS_CHART-19444A07.JPG
 
 
 
 
 
 
 
 
 
Highest/Lowest quarter end results during this period were:
 
 
Highest:
4Q 2011
12.82
 %
 
Lowest:
3Q 2011
-10.16
 %
 
 
 
 
 
 
 
 
Average Annual Total Returns
For Periods Ended December 31, 2017
 
1 Year
5 Years
Since Inception
10/30/2009
Since Inception
7/31/2012
Class A Shares – Return Before Taxes
0.97
 %
5.31
%
5.99
%
N/A

Return After Taxes on Distributions
-1.91
 %
2.05
%
2.91
%
N/A

Return After Taxes on Distributions and Sale of Fund Shares
0.89
 %
2.66
%
3.36
%
N/A

Class C Shares      Return Before Taxes
5.45
 %
5.79
%
N/A

6.15
%
Class Y Shares      Return before Taxes
7.56
 %
6.85
%
7.02
%
   N/A

Class R6 Shares    Return before Taxes
7.62
 %
6.99
%
N/A

7.33
%
S&P 500 ®  Index (reflects no deduction for sales charges, account fees, expenses or taxes)
21.83
 %
15.79
%
14.62
%
15.42
%
CBOE S&P 500 BuyWrite Index (BXM SM ) (reflects no deduction for sales charges, account fees, expenses or taxes)
13.00
 %
8.78
%
8.44
%
7.93
%

46



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 A shares. After-tax returns for Class C, Y and R6 shares will vary.
Portfolio Management
The investment adviser to the fund is Madison Asset Management, LLC. Ray DiBernardo, CFA (Vice President, Portfolio Manager) and Drew Justman, CFA (Vice President, Portfolio Manager) co-manage the fund. Mr. DiBernardo has served in this capacity since inception of the fund in October 2009 and Mr. Justman has served in this capacity since December 2016.
Purchase and Sale of Fund Shares
The minimum investment amounts for Class A and C shares are noted below. Class B shares may not be purchased or acquired, except by exchange from Class B shares of another Madison fund or through dividend and/or capital gains reinvestments.
    
Type of Account
To Open an Account
To Add to an Account
Non-retirement accounts:
$1,000 ($1,000 per fund)
$50
Retirement accounts:
$500 ($500 per fund)
$50
Systematic investment programs: 1
 
 
 
Twice Monthly or Biweekly 2
$25
$25
 
Monthly
$50
$50
 
Bimonthly (every other month)
$100
$100
 
Quarterly
$150
$150
1     Regardless of frequency, the minimum investment allowed is $50 per fund per month.
2     Only one fund can be opened under the twice monthly or biweekly options and all purchases need to be directed to that fund.
The minimum initial investment amount for Class Y shares purchased directly from the fund is $25,000 for non-retirement accounts and retirement accounts, with a minimum subsequent investment of $50; provided that these minimums may be waived in certain situations. The minimum initial investment amount for Class Y shares is $1,000 for non-retirement accounts and $500 for retirement accounts, with a minimum subsequent investment of $50, for purchases made by:
Dealers and financial intermediates that have entered into arrangements with the fund’s distributor to accept orders on behalf of their clients.
The fund-of-funds and managed account programs managed by Madison.
Investment advisory clients of Madison and its affiliates.
Members of the Board of Trustees of Madison Funds and any other board of trustees affiliated with Madison.
Individuals and their immediate family members who are employees, directors or officers of the adviser, any subadviser, or any service provider of Madison Funds.
Any investor, including their immediate family members, who owned Class Y shares of any Madison Mosaic Fund as of April 19, 2013.
The fund reserves the right to accept purchase amounts below the stated minimums for accounts that are funded with pre-tax or salary reduction contributions which include SEPs, 401(k) plans, non-qualified deferred compensation plans, and other pension and profit sharing plans, as well as for investment for accounts opened through institutional relationships like managed account programs and orders placed in omnibus accounts.
Class R6 shares may be purchased through participating retirement plans, and the purchase minimums are set by the plan’s administrator or record keeper.  In addition, corporations and other institutions, such as trusts, endowments and foundations, can purchase Class R6 shares with a minimum investment of $500,000.  The minimum to add to an account is $50,000. 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. Class R6 shares are also not available for purchase under circumstances where the fund’s investment adviser (and/or an affiliate thereof) is contractually required to pay, directly or indirectly, a portion of the revenues it receives from the fund to a third party pursuant to a joint venture, revenue sharing or similar agreement.
You may generally purchase, exchange or redeem shares of the fund on any day the New York Stock Exchange (NYSE) is open for business by written request (Madison Funds, P.O. Box 8390, Boston, MA 02266-8390), by telephone (1-800-877-6089), by contacting your financial professional, by wire (purchases only) or, with respect to purchases and exchanges, online at madisonfunds.com. Requests must be received in good order by the fund or its agent prior to the close of regular trading of the NYSE in order to receive that day's net asset value. Investors wishing to purchase or redeem shares through a broker-dealer or other financial intermediary should contact the intermediary to learn how to place an order.
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 (in which case, such distributions may be taxable upon withdrawal). 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 bank or trust company), the fund and the fund’s distributor or its affiliates 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 intermediary and your individual financial adviser to recommend the fund over another investment. Ask your individual financial adviser or visit your financial intermediary’s website for more information.

47



MADISON DIVIDEND INCOME FUND Fund Summary
Share Class/Ticker:
Class Y - BHBFX
 
 
 
Investment Objective
The Madison 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 1
-0.15%
Net Annual Fund Operating Expenses (after fee waivers)
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 February 27, 2019. The fee waiver agreements may be terminated by the Board of Trustees of the fund at any time and for any reason; however, the Board has no intention of terminating these agreements in the next year. Not included in the fee waivers are any fees and expenses relating to portfolio holdings (e.g., brokerage commissions, interest on loans, etc.) or extraordinary and non-recurring fees and expenses (e.g., costs relating to any line of credit the fund maintains with its custodian or another entity for investment purposes). 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:
 
1 Year
3 Years
5 Years
10 Years
Class Y
$97
$335
$592
$1,327
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 19% of the average value of its portfolio.
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 (including borrowings for investment purposes) 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 Depositary Receipts ("ADRs") and emerging market securities). To the extent invested in common stocks, the fund generally invests in 30-60 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 objective.

48



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 sustainable competitive advantages, metrics that demonstrate relatively high levels of profitability, stable and growing earnings, and a solid balance sheet. When assessing management, Madison evaluates its operational and capital allocation track records 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 modeling and additional valuation methodologies. Often, Madison finds companies that clear the business model and management team hurdles, but not the valuation hurdle. Those companies are monitored for inclusion at a later date when the price may be more appropriate. Madison seeks to avoid the downside risks associated with overpriced securities.
Madison may sell stocks for a number of reasons, including: (i) the price 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. In addition, with regard to dividend paying stocks in particular, Madison may sell a stock that has reduced its dividend to a level that brings the yield on the stock to below the market (S&P 500) dividend yield, but only if the reduction in dividend appears to Madison to be a symptom of fundamental difficulties with the company that are other than temporary in nature.
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 experience something less than full participation 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.
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
The specific risks of owning the fund are set forth below.  You could lose money as a result of investing in the fund. An investment in the fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency, entity or person.  The fund’s share price and total return will fluctuate.  You should consider your own investment goals, time horizon and risk tolerance before investing in the fund. 
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.
Equity Risk . The fund is subject to equity risk. Equity risk is the risk that securities held by the fund will fluctuate in value due to general market or economic conditions, perceptions regarding the industries in which the issuers of securities held by the fund participate, and the particular circumstances and performance of particular companies whose securities the fund holds. In addition, while broad market measures of common stocks have historically generated higher average returns than fixed income securities, common stocks have also experienced significantly more volatility in those returns.
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.
Special Risks Associated with Dividend Paying Stocks .  Raising interest rates have the potential to hurt the value and/or price of higher dividend yielding stocks more so than the overall market.  In addition, higher dividend yielding stocks may go through periods of underperformance as a group versus the broader market.
Foreign Security and Emerging Market 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.

49



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, 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. When interest rates rise, bond prices fall; generally, the longer a bond’s maturity, the more sensitive it is to this risk.
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 current to the most recent month end is available at no cost by visiting www.madisonfunds.com or by calling 1-800-877-6089.
Calendar Year Total Returns for Class Y Shares MADISONFUNDS_CHART-19309A07.JPG
 
 
 
 
 
 
 
 
 
Highest/Lowest quarter end results during this period were:
 
 
Highest:
2Q 2009
14.19
 %
 
Lowest:
4Q 2008
-12.69
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Average Annual Total Returns
For Periods Ended December 31, 2017
 
1 Year
5 Years
10 Years
Class Y Shares – Return Before Taxes
19.93%
13.98%
8.89%
Return After Taxes on Distributions
18.81%
12.62%
7.92%
Return After Taxes on Distributions and Sale of Fund Shares
12.14%
10.98%
7.09%
S&P 500 ®  Index (reflects no deduction for sales charges, account fees, expenses or taxes)
21.83%
15.79%
8.50%
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. John Brown, CFA (Vice President, Portfolio Manager) and Drew Justman, CFA (Vice President, Portfolio Manager) co-manage the fund. Mr. Brown has served in this capacity since March 2012, and Mr. Justman has served in this capacity since April 2013.

50



Purchase and Sale of Fund Shares
The minimum initial investment amount for Class Y shares purchased directly from the fund is $25,000 for non-retirement accounts and retirement accounts, with a minimum subsequent investment of $50; provided that these minimums may be waived in certain situations. The minimum initial investment amount for Class Y shares is $1,000 for non-retirement accounts and $500 for retirement accounts, with a minimum subsequent investment of $50, for purchases made by:
Dealers and financial intermediates that have entered into arrangements with the fund’s distributor to accept orders on behalf of their clients.
The fund-of-funds and managed account programs managed by Madison.
Investment advisory clients of Madison and its affiliates.
Members of the Board of Trustees of Madison Funds and any other board of trustees affiliated with Madison.
Individuals and their immediate family members who are employees, directors or officers of the adviser, any subadviser, or any service provider of Madison Funds.
Any investor, including their immediate family, who owned Class Y shares of any Madison Mosaic Fund as of April 19, 2013.
The fund reserves the right to accept purchase amounts below the stated minimums for accounts that are funded with pre-tax or salary reduction contributions which include SEPs, 401(k) plans, non-qualified deferred compensation plans, and other pension and profit sharing plans, as well as for investment for accounts opened through institutional relationships like managed account programs and orders placed in omnibus accounts.
You may generally purchase, exchange or redeem shares of the fund on any day the New York Stock Exchange (NYSE) is open for business by written request (Madison Funds, P.O. Box 8390, Boston, MA 02266-8390), by telephone (1-800-877-6089), by contacting your financial professional, by wire (purchases only) or, with respect to purchases and exchanges, online at madisonfunds.com. Requests must be received in good order by the fund or its agent prior to the close of regular trading of the NYSE in order to receive that day's net asset value. Investors wishing to purchase or redeem shares through a broker-dealer or other financial intermediary should contact the intermediary to learn how to place an order.
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 (in which case, such distributions may be taxable upon withdrawal). 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 bank or trust company), the fund and the fund’s distributor or its affiliates 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 intermediary and your individual financial adviser to recommend the fund over another investment. Ask your individual financial adviser or visit your financial intermediary’s website for more information.


51



MADISON LARGE CAP VALUE FUND Fund Summary
Share Class/Ticker:
Class A - MGWAX
Class B - MGWBX
Class Y - MYLVX
 
Investment Objective
The Madison Large Cap Value Fund seeks long-term capital growth, with income as a secondary consideration.
Fees and Expenses
This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. You may qualify for sales charge discounts if you and your immediate family invest, or agree to invest in the future, at least $25,000 in Madison Funds. More information about these and other discounts is available from your financial professional, in the “Your Account - Sales Charges and Fees” section on page 77 of the prospectus and in the “More About Purchasing and Selling Shares” section on page 54 of the statement of additional information.
Shareholder Fees: (fees paid directly from your investment)
Class A
Class B
Class Y
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)
5.75%
None
None
Maximum Deferred Sales Charge (Load) (as a percentage of amount redeemed)
None
4.50% 1
None
Redemption Fee Within 30 days of Purchase (as a percentage of amount redeemed)
None
None
None
 
 
 
 
Annual Fund Operating Expenses: (expenses that you pay each year as a percentage of the value of your investment)
Class A
Class B
Class Y
Management Fees
0.55%
0.55%
0.55%
Distribution and/or Service (Rule 12b-1) Fees
0.25%
1.00%
None
Other Expenses
0.36%
0.36%
0.36%
Total Annual Fund Operating Expenses
1.16%
1.91%
0.91%
1 The CDSC is reduced after 12 months and eliminated after six years following purchase.
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 either redeem or not 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:
 
Redemption
No Redemption
 
A

B

Y

 
A

B

Y

1 Year
$
686

$
644

$
93

 
$
686

$
194

$
93

3 Years
922

950

290

 
922

600

290

5 Years
1,177

1,232

504

 
1,177

1,032

504

10 Years
1,903

2,038

1,120

 
1,903

2,038

1,120

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 86% of the average value of its portfolio.
Principal Investment Strategies
The fund will, under normal market conditions, maintain at least 80% of its net assets (including borrowings for investment purposes) in large cap stocks (generally, stocks with a market capitalization of the companies represented in the Russell 1000 ® Value Index -- as of the most recent reconstitution date, the low end of the range of market capitalizations included in this index was $1.84 billion). The fund follows what is known as a “value” approach, which generally means that the manager seeks to invest in stocks at prices below their perceived intrinsic value as estimated based on fundamental analysis of the issuing company and its prospects. By investing in value stocks, the fund attempts to limit the downside risk over time but may also produce smaller gains than other stock funds if their intrinsic values are not realized by the market or if growth-oriented investments are favored by investors. The fund will diversify its holdings among various industries and among companies within those industries. The fund may also invest in warrants, convertible securities, preferred stocks and debt securities (including non-investment grade debt securities). The fund may invest up to 25% of its assets in foreign securities, including American Depositary Receipts (“ADRs”) and emerging market securities, and may invest in exchange traded funds (“ETFs”) that are registered investment companies. The fund generally holds 25-60 individual securities in its portfolio at any given time. This reflects the belief of the fund's investment adviser, Madison Asset Management, LLC ("Madison"), 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.

52



The fund typically sells a stock when the fundamental expectations for buying it no longer apply, the price exceeds its intrinsic value or other stocks appear more attractively priced relative to their intrinsic values.
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 experience something less than full participation 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.
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
The specific risks of owning the fund are set forth below.  You could lose money as a result of investing in the fund. An investment in the fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency, entity or person.  The fund’s share price and total return will fluctuate.  You should consider your own investment goals, time horizon and risk tolerance before investing in the fund. 
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.
Equity Risk . The fund is subject to equity risk. Equity risk is the risk that securities held by the fund will fluctuate in value due to general market or economic conditions, perceptions regarding the industries in which the issuers of securities held by the fund participate, and the particular circumstances and performance of particular companies whose securities the fund holds. In addition, while broad market measures of common stocks have historically generated higher average returns than fixed income securities, common stocks have also experienced significantly more volatility in those returns.
Value Investing Risk . The fund primarily invests in “value” oriented stocks which may help limit the risk of negative portfolio returns. However, these “value” stocks are subject to the risk that their perceived intrinsic values may never be realized by the market, and to the risk that, although the stock is believed to be undervalued, it is actually appropriately priced or overpriced due to unanticipated problems associated with the issuer or industry.
ETF Risks . The main risks of investing in ETFs are the same as investing in a portfolio of equity securities comprising the index on which the ETF is based, although lack of liquidity in an ETF could result in it being more volatile than the securities comprising the index. Additionally, the market prices of ETFs will fluctuate in accordance with both changes in the market value of their underlying portfolio securities and due to supply and demand for the instruments on the exchanges on which they are traded (which may result in their trading at a discount or premium to their net asset values.) Index-based ETF investments may not replicate exactly the performance of their specific index because of transaction costs and because of the temporary unavailability of certain component securities of the index.
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.
Foreign Security and Emerging Market 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.

53



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 current to the most recent month end is available at no cost by visiting www.madisonfunds.com or by calling 1-800-877-6089.
Calendar Year Total Returns for Class A Shares
(Returns do not reflect sales charges and would be lower if they did.) MADISONFUNDS_CHART-19321A07.JPG
 
 
 
 
 
 
 
 
 
Highest/Lowest quarter end results during this period were:
 
 
Highest:
3Q 2009
14.72
 %
 
Lowest:
4Q 2008
-20.88
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Average Annual Total Returns
For Periods Ended December 31, 2017
 
1 Year
5 Years
10 Years
Class A Shares – Return Before Taxes
8.82%
11.34%
5.00%
Return After Taxes on Distributions
6.26%
8.51%
3.48%
Return After Taxes on Distributions and Sale of Fund Shares
7.11%
8.57%
3.70%
Class B Shares      Return Before Taxes
10.04%
11.55%
4.99%
Class Y Shares      Return before Taxes
15.77%
12.95%
5.89%
Russell 1000 ®  Value Index (reflects no deduction for sales charges, account fees, expenses or taxes)
13.66%
14.04%
7.10%
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 A shares. After-tax returns for Class B and Y shares will vary.

Portfolio Management
The investment adviser to the fund is Madison Asset Management, LLC. John Brown, CFA (Vice President, Portfolio Manager) and Drew Justman, CFA (Vice President, Portfolio Manager) co-manage the fund. Mr. Brown has served in this capacity since July 2009 and Mr. Justman has served in this capacity since February 2014.
Purchase and Sale of Fund Shares
The minimum investment amounts for Class A are noted below. Class B shares may not be purchased or acquired, except by exchange from Class B shares of another Madison fund or through dividend and/or capital gains reinvestments.
Type of Account
To Open an Account
To Add to an Account
Non-retirement accounts:
$1,000 ($1,000 per fund)
$50
Retirement accounts:
$500 ($500 per fund)
$50
Systematic investment programs: 1
 
 
 
Twice Monthly or Biweekly 2
$25
$25
 
Monthly
$50
$50
 
Bimonthly (every other month)
$100
$100
 
Quarterly
$150
$150
1     Regardless of frequency, the minimum investment allowed is $50 per fund per month.
2     Only one fund can be opened under the twice monthly or biweekly options and all purchases need to be directed to that fund.


54



The minimum initial investment amount for Class Y shares purchased directly from the fund is $25,000 for non-retirement accounts and retirement accounts, with a minimum subsequent investment of $50; provided that these minimums may be waived in certain situations. The minimum initial investment amount for Class Y shares is $1,000 for non-retirement accounts and $500 for retirement accounts, with a minimum subsequent investment of $50, for purchases made by:
Dealers and financial intermediates that have entered into arrangements with the fund’s distributor to accept orders on behalf of their clients.
The fund-of-funds and managed account programs managed by Madison.
Investment advisory clients of Madison and its affiliates.
Members of the Board of Trustees of Madison Funds and any other board of trustees affiliated with Madison.
Individuals and their immediate family members who are employees, directors or officers of the adviser, any subadviser, or any service provider of Madison Funds.
Any investor, including their immediate family members, who owned Class Y shares of any Madison Mosaic Fund as of April 19, 2013.
The fund reserves the right to accept purchase amounts below the stated minimums for accounts that are funded with pre-tax or salary reduction contributions which include SEPs, 401(k) plans, non-qualified deferred compensation plans, and other pension and profit sharing plans, as well as for investment for accounts opened through institutional relationships like managed account programs and orders placed in omnibus accounts.
You may generally purchase, exchange or redeem shares of the fund on any day the New York Stock Exchange (NYSE) is open for business by written request (Madison Funds, P.O. Box 8390, Boston, MA 02266-8390), by telephone (1-800-877-6089), by contacting your financial professional, by wire (purchases only) or, with respect to purchases and exchanges, online at madisonfunds.com. Requests must be received in good order by the fund or its agent prior to the close of regular trading of the NYSE in order to receive that day's net asset value. Investors wishing to purchase or redeem shares through a broker-dealer or other financial intermediary should contact the intermediary to learn how to place an order.
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 (in which case, such distributions may be taxable upon withdrawal). 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 bank or trust company), the fund and the fund’s distributor or its affiliates 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 intermediary and your individual financial adviser to recommend the fund over another investment. Ask your individual financial adviser or visit your financial intermediary’s website for more information.


55



MADISON INVESTORS FUND Fund Summary
Share Class/Ticker:
Class A - MNVAX
Class Y - MINVX
Class R6 - MNVRX
 
Investment Objective
The Madison 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. You may qualify for sales charge discounts if you and your immediate family invest, or agree to invest in the future, at least $25,000 in Madison Funds. More information about these and other discounts is available from your financial professional, in the “Your Account - Sales Charges and Fees” section on page 77 of the prospectus and in the “More About Purchasing and Selling Shares” section on page 54 of the statement of additional information.
Shareholder Fees: (fees paid directly from your investment)
Class A
Class Y
Class R6
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)
5.75%
None
None
Maximum Deferred Sales Charge (Load) (as a percentage of amount redeemed)
None
None
None
Redemption Fee Within 30 days of Purchase (as a percentage of amount redeemed)
None
None
None
 
 
 
 
Annual Fund Operating Expenses: (expenses that you pay each year as a percentage of the value of your investment)
Class A
Class Y
Class R6
Management Fees
0.75%
0.75%
0.75%
Distribution and/or Service (Rule 12b-1) Fees
0.25%
None
None
Other Expenses
0.20%
0.20%
0.02%
Total Annual Fund Operating Expenses
1.20%
0.95%
0.77%

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 either redeem or not 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:
 
Redemption
No Redemption
 
A

Y

R6

 
A
Y
R6

1 Year
$
690

$
97

$
79

 
$ 690
$ 97
$ 79

3 Years
934

303

246

 
934
303
246

5 Years
1,197

525

428

 
1,197
525
428

10 Years
1,946

1,166

954

 
1,946
1,166
954

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 33% of the average value of its portfolio.
Principal Investment Strategies
The fund seeks to achieve its investment objective by investing in the common stock of established, high-quality companies selected via bottom-up fundamental analysis. Under normal market conditions, the fund will maintain at least 80% of its net assets (including borrowings for investment purposes) in such securities. The portfolio managers define “high-quality” companies as those businesses that have demonstrated stable revenue and earnings growth patterns and high profitability metrics, and that maintain proportionately low levels of debt. The fund may also invest in exchange traded funds (“ETFs”) that are registered investment companies, warrants, preferred stocks and debt securities, including non-investment grade convertible debt securities, and up to 35% of its assets in foreign securities (including American Depositary Receipts ("ADRs") and emerging market securities). 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 the fund's investment adviser, Madison Asset Management, LLC ("Madison"), 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.

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 sustainable competitive advantages, metrics that demonstrate relatively high levels of profitability, stable and growing earnings, and a solid balance sheet.

56



When assessing management, Madison evaluates its operational and capital allocation track records 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 modeling and additional valuation methodologies. Often, Madison finds companies that clear the business model and management team hurdles, but not the valuation hurdle. Those companies are monitored for inclusion at a later date when the price may be more appropriate. Madison seeks to avoid the downside risks associated with overpriced securities.
Madison may sell stocks for a number of reasons, including: (i) the price target Madison has set for stock has been achieved or exceeded, (ii) the fundamental business prospects for the company have materially changed, or (iii) Madison finds a more attractive alternative.
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 experience something less than full participation 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.
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
The specific risks of owning the fund are set forth below.  You could lose money as a result of investing in the fund. An investment in the fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency, entity or person.  The fund’s share price and total return will fluctuate.  You should consider your own investment goals, time horizon and risk tolerance before investing in the fund. 
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.
Equity Risk . The fund is subject to equity risk. Equity risk is the risk that securities held by the fund will fluctuate in value due to general market or economic conditions, perceptions regarding the industries in which the issuers of securities held by the fund participate, and the particular circumstances and performance of particular companies whose securities the fund holds. In addition, while broad market measures of common stocks have historically generated higher average returns than fixed income securities, common stocks have also experienced significantly more volatility in those returns.
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.
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.
Foreign Security and Emerging Market 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.

57



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 current to the most recent month end is available at no cost by visiting www.madisonfunds.com or by calling 1-800-877-6089.
Calendar Year Total Returns for Class Y Shares MADISONFUNDS_CHART-19470A07.JPG
 
 
 
 
 
 
 
 
 
Highest/Lowest quarter end results during this period were:
 
 
Highest:
2Q 2009
20.90
 %
 
Lowest:
4Q 2008
-23.86
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Average Annual Total Returns
For Periods Ended December 31, 2017
 
1 Year
5 Years
10 Years
Since Inception 9/23/2013
Class Y Shares – Return Before Taxes
22.51
%
14.84%
8.40%
N/A
Return After Taxes on Distributions
20.89
%
12.25%
7.00%
N/A
Return After Taxes on Distributions and Sale of Fund Shares
14.09
%
11.37%
6.53%
N/A
Class A Shares      Return Before Taxes
15.22
%
N/A
N/A
10.93
%
Class R6 Shares    Return before Taxes
22.73
%
N/A
N/A
12.99
%
S&P 500 ® Index  (reflects no deduction for sales charges, account fees, expenses or taxes)
21.83
%
15.79%
8.50%
13.50
%
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 A and R6 shares will vary.
Portfolio Management
The investment adviser to the fund is Madison Asset Management, LLC. Matt Hayner, CFA (Vice President, Portfolio Manager) and Adam Sweet, CFA (Vice President, Associate Portfolio Manager) co-manage the fund. Mr. Hayner has served as co-manager of the fund from May 2008 until May 2010, and again, since May 2012, and Mr. Sweet has co-managed the fund since December 2016.
Purchase and Sale of Fund Shares
The minimum investment amounts for Class A are noted below.
Type of Account
To Open an Account
To Add to an Account
Non-retirement accounts:
$1,000 ($1,000 per fund)
$50
Retirement accounts:
$500 ($500 per fund)
$50
Systematic investment programs: 1
 
 
 
Twice Monthly or Biweekly 2
$25
$25
 
Monthly
$50
$50
 
Bimonthly (every other month)
$100
$100
 
Quarterly
$150
$150
1 Regardless of frequency, the minimum investment allowed is $50 per fund per month.
2     Only one fund can be opened under the twice monthly or biweekly options and all purchases need to be directed to that fund.

58



The minimum initial investment amount for Class Y shares purchased directly from the fund is $25,000 for non-retirement accounts and retirement accounts, with a minimum subsequent investment of $50; provided that these minimums may be waived in certain situations. The minimum initial investment amount for Class Y shares is $1,000 for non-retirement accounts and $500 for retirement accounts, with a minimum subsequent investment of $50, for purchases made by:
Dealers and financial intermediates that have entered into arrangements with the fund’s distributor to accept orders on behalf of their clients.
The fund-of-funds and managed account programs managed by Madison.
Investment advisory clients of Madison and its affiliates.
Members of the Board of Trustees of Madison Funds and any other board of trustees affiliated with Madison.
Individuals and their immediate family members who are employees, directors or officers of the adviser, any subadviser, or any service provider of Madison Funds.
Any investor, including their immediate family members, who owned Class Y shares of any Madison Mosaic Fund as of April 19, 2013.
The fund reserves the right to accept purchase amounts below the stated minimums for accounts that are funded with pre-tax or salary reduction contributions which include SEPs, 401(k) plans, non-qualified deferred compensation plans, and other pension and profit sharing plans, as well as for investment for accounts opened through institutional relationships like managed account programs and orders placed in omnibus accounts.
Class R6 Shares . Class R6 shares may be purchased through participating retirement plans, and the purchase minimums are set by the plan’s administrator or record keeper.  In addition, corporations and other institutions, such as trusts, endowments and foundations, can purchase Class R6 shares with a minimum investment of $500,000.  The minimum to add to an account is $50,000. 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. Class R6 shares are also not available for purchase under circumstances where the fund’s investment adviser (and/or an affiliate thereof) is contractually required to pay, directly or indirectly, a portion of the revenues it receives from the fund to a third party pursuant to a joint venture, revenue sharing or similar agreement.
You may generally purchase, exchange or redeem shares of the fund on any day the New York Stock Exchange (NYSE) is open for business by written request (Madison Funds, P.O. Box 8390, Boston, MA 02266-8390), by telephone (1-800-877-6089), by contacting your financial professional, by wire (purchases only) or, with respect to purchases and exchanges, online at madisonfunds.com. Requests must be received in good order by the fund or its agent prior to the close of regular trading of the NYSE in order to receive that day's net asset value. Investors wishing to purchase or redeem shares through a broker-dealer or other financial intermediary should contact the intermediary to learn how to place an order.
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 (in which case, such distributions may be taxable upon withdrawal). 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 bank or trust company), the fund and the fund’s distributor or its affiliates 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 intermediary and your individual financial adviser to recommend the fund over another investment. Ask your individual financial adviser or visit your financial intermediary’s website for more information.


59



MADISON MID CAP FUND Fund Summary
Share Class/Ticker:
Class A - MERAX
Class B - MERBX
Class Y - GTSGX
Class R6 - MMCRX
Investment Objective
The Madison 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. You may qualify for sales charge discounts if you and your immediate family invest, or agree to invest in the future, at least $25,000 in Madison Funds. More information about these and other discounts is available from your financial professional, in the “Your Account - Sales Charges and Fees” section on page 77 of the prospectus and in the “More About Purchasing and Selling Shares” section on page 54 of the statement of additional information.
Shareholder Fees: (fees paid directly from your investment)
Class A
Class B
Class Y
Class R6
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)
5.75%
None
None
None
Maximum Deferred Sales Charge (Load) (as a percentage of amount redeemed)
None
4.50% 1
None
None
Redemption Fee Within 30 days of Purchase (as a percentage of amount redeemed)
None
None
None
None
 
 
 
 
 
Annual Fund Operating Expenses: (expenses that you pay each year as a percentage of the value of your investment)
Class A
Class B
Class Y
Class R6
Management Fees
0.75%
0.75%
0.75%
0.75%
Distribution and/or Service (12b-1) Fees
0.25%
1.00%
None
None
Other Expenses
0.40%
0.40%
0.23%
0.02%
Total Annual Fund Operating Expenses
1.40%
2.15%
0.98%
0.77%
1 The CDSC is reduced after 12 months and eliminated after six years following purchase.
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 either redeem or not 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:
 
Redemption
 
No Redemption
 
A

B

Y

R6

 
A
B
Y
R6
1 Year
$
709

$
668

$
100

$
79

 
$ 709
$ 218
$ 100
$ 79
3 Years
993

1,023

312

246

 
993
673
312
246
5 Years
1,297

1,354

542

428

 
1,297
1,154
542
428
10 Years
2,158

2,292

1,201

954

 
2,158
2,292
1,201
954
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 22% of the average value of its portfolio.
Principal Investment Strategies
The fund invests generally in common stocks, securities convertible into common stocks and related equity securities of “midsize” companies (for this purpose, “midsize” is defined as those companies with market capitalizations of between $500 million and $50 billion). Under normal market conditions, the fund will maintain at least 80% of its net assets (including borrowings for investment purposes) in such mid cap securities. The fund may also invest in exchange traded funds (“ETFs”) that are registered investment companies, warrants, preferred stocks and debt securities, including non-investment grade convertible debt securities, and up to 25% of its assets in foreign securities (including American Depositary Receipts ("ADRs") and emerging market securities). The fund generally holds 25-40 individual securities in its portfolio at any given time. This reflects the belief of the fund's investment adviser, Madison Asset Management, LLC ("Madison"), 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 objective.

60



The fund seeks attractive long-term returns through bottom-up security selection based on fundamental analysis in a diversified portfolio of high-quality companies with attractive valuations. These will typically be industry leading companies in niches with strong growth prospects. The fund’s portfolio manager believes in selecting stocks for the fund that show steady, sustainable growth and reasonable valuation.
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 sustainable competitive advantages, metrics that demonstrate relatively high levels of profitability, stable and growing earnings, and a solid balance sheet. When assessing management, Madison evaluates its operational and capital allocation track records 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 modeling and additional valuation methodologies. Often, Madison finds companies that clear the business model and management team hurdles, but not the valuation hurdle. Those companies are monitored for inclusion at a later date when the price may be more appropriate. Madison seeks to avoid the downside risks associated with overpriced securities.
Madison may sell stocks for a number of reasons, including: (i) the price target Madison has set for the stock has been achieved or exceeded, (ii) the fundamental business prospects for the company have materially changed, or (iii) Madison finds a more attractive alternative.
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 experience something less than full participation 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.
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
The specific risks of owning the fund are set forth below.  You could lose money as a result of investing in the fund. An investment in the fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency, entity or person.  The fund’s share price and total return will fluctuate.  You should consider your own investment goals, time horizon and risk tolerance before investing in the fund. 
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.
Equity Risk . The fund is subject to equity risk. Equity risk is the risk that securities held by the fund will fluctuate in value due to general market or economic conditions, perceptions regarding the industries in which the issuers of securities held by the fund participate, and the particular circumstances and performance of particular companies whose securities the fund holds. In addition, while broad market measures of common stocks have historically generated higher average returns than fixed income securities, common stocks have also experienced significantly more volatility in those returns.
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.
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.
ETF Risks . The main risks of investing in ETFs are the same as investing in a portfolio of equity securities comprising the index on which the ETF is based, although lack of liquidity in an ETF could result in it being more volatile than the securities comprising the index. Additionally, the market prices of ETFs will fluctuate in accordance with both changes in the market value of their underlying portfolio securities and due to supply and demand for the instruments on the exchanges on which they are traded (which may result in their trading at a discount or premium to their net asset values.) Index-based ETF investments may not replicate exactly the performance of their specific index because of transaction costs and because of the temporary unavailability of certain component securities of the index.

61



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.
Foreign Security and Emerging Market 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 market of developed countries with more mature economies.
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 current to the most recent month end is available at no cost by visiting www.madisonfunds.com or by calling 1-800-877-6089.

Calendar Year Total Returns for Class Y Shares MADISONFUNDS_CHART-19325A07.JPG
 
 
 
 
 
 
 
 
 
Highest/Lowest quarter end results during this period were:
 
 
Highest:
2Q 2009
16.96
 %
 
Lowest:
4Q 2008
-21.70
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Average Annual Total Returns
For Periods Ended December 31, 2017
 
1 Year
5 Years
10 Years
Since Inception 2/29/2012
Since Inception 4/19/2013
Class Y Shares – Return Before Taxes
15.63%
13.02%
7.93%
N/A
N/A
Return After Taxes on Distributions
14.69%
10.72%
6.56%
N/A
N/A
Return After Taxes on Distributions and Sale of Fund Shares
9.63%
10.04%
6.26%
N/A
N/A
Class A Shares      Return Before Taxes
8.54%
N/A
N/A
N/A
10.17%
Class B Shares      Return before Taxes
9.72%
N/A
N/A
N/A
10.42%
Class R6 Shares    Return before Taxes
15.82%
13.40%
N/A
12.72%
N/A
Russell Midcap ®  Index (reflects no deduction for sales charges, account fees, expenses or taxes)
18.52%
14.96%
9.11%
13.84%
13.45%
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 A, B and R6 shares will vary.
Portfolio Management
The investment adviser to the fund is Madison Asset Management, LLC. Richard Eisinger (Director of U.S. Equities and Portfolio Manager) and Haruki Toyama (Director of U.S. Equities and Portfolio Manager) co-manage the fund. Mr. Eisinger has served in this capacity since January 1998 and Mr. Toyama has served in this capacity since February 2015.

62



Purchase and Sale of Fund Shares
The minimum investment amounts for Class A are noted below. Class B shares may not be purchased or acquired, except by exchange from Class B shares of another Madison fund or through dividend and/or capital gains reinvestments.
Type of Account
To Open an Account
To Add to an Account
Non-retirement accounts:
$1,000 ($1,000 per fund)
$50
Retirement accounts:
$500 ($500 per fund)
$50
Systematic investment programs: 1
 
 
 
Twice Monthly or Biweekly 2
$25
$25
 
Monthly
$50
$50
 
Bimonthly (every other month)
$100
$100
 
Quarterly
$150
$150
1 Regardless of frequency, the minimum investment allowed is $50 per fund per month.
2     Only one fund can be opened under the twice monthly or biweekly options and all purchases need to be directed to that fund.
The minimum initial investment amount for Class Y shares purchased directly from the fund is $25,000 for non-retirement accounts and retirement accounts, with a minimum subsequent investment of $50; provided that these minimums may be waived in certain situations. The minimum initial investment amount for Class Y shares is $1,000 for non-retirement accounts and $500 for retirement accounts, with a minimum subsequent investment of $50, for purchases made by:
Dealers and financial intermediates that have entered into arrangements with the fund’s distributor to accept orders on behalf of their clients.
The fund-of-funds and managed account programs managed by Madison.
Investment advisory clients of Madison and its affiliates.
Members of the Board of Trustees of Madison Funds and any other board of trustees affiliated with Madison.
Individuals and their immediate family members who are employees, directors or officers of the adviser, any subadviser, or any service provider of Madison Funds.
Any investor, including their immediate family members, who owned Class Y shares of any Madison Mosaic Fund as of April 19, 2013.
The fund reserves the right to accept purchase amounts below the stated minimums for accounts that are funded with pre-tax or salary reduction contributions which include SEPs, 401(k) plans, non-qualified deferred compensation plans, and other pension and profit sharing plans, as well as for investment for accounts opened through institutional relationships like managed account programs and orders placed in omnibus accounts.
Class R6 shares may be purchased through participating retirement plans, and the purchase minimums are set by the plan’s administrator or record keeper.  In addition, corporations and other institutions, such as trusts, endowments and foundations, can purchase Class R6 shares with a minimum investment of $500,000.  The minimum to add to an account is $50,000. 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. Class R6 shares are also not available for purchase under circumstances where the fund’s investment adviser (and/or an affiliate thereof) is contractually required to pay, directly or indirectly, a portion of the revenues it receives from the fund to a third party pursuant to a joint venture, revenue sharing or similar agreement.
You may generally purchase, exchange or redeem shares of the fund on any day the New York Stock Exchange (NYSE) is open for business by written request (Madison Funds, P.O. Box 8390, Boston, MA 02266-8390), by telephone (1-800-877-6089), by contacting your financial professional, by wire (purchases only) or, with respect to purchases and exchanges, online at madisonfunds.com. Requests must be received in good order by the fund or its agent prior to the close of regular trading of the NYSE in order to receive that day's net asset value. Investors wishing to purchase or redeem shares through a broker-dealer or other financial intermediary should contact the intermediary to learn how to place an order.
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 (in which case, such distributions may be taxable upon withdrawal). 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 bank or trust company), the fund and the fund’s distributor or its affiliates 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 intermediary and your individual financial adviser to recommend the fund over another investment. Ask your individual financial adviser or visit your financial intermediary’s website for more information.

63



MADISON SMALL CAP FUND Fund Summary
Share Class/Ticker:
Class A - MASVX
Class B - MBSVX
Class Y - MYSVX
 
Investment Objective
The Madison Small 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. You may qualify for sales charge discounts if you and your immediate family invest, or agree to invest in the future, at least $25,000 in Madison Funds. More information about these and other discounts is available from your financial professional, in the “Your Account - Sales Charges and Fees” section on page 77 of the prospectus and in the “More About Purchasing and Selling Shares” section on page 54 of the statement of additional information.
Shareholder Fees: (fees paid directly from your investment)
Class A
Class B
Class Y
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)
5.75%
None
None
Maximum Deferred Sales Charge (Load) (as a percentage of amount redeemed)
None
4.50% 1
None
Redemption Fee Within 30 days of Purchase (as a percentage of amount redeemed)
None
None
None
 
 
 
 
Annual Fund Operating Expenses: (expenses that you pay each year as a percentage of the value of your investment)
Class A
Class B
Class Y
Management Fees
1.00%
1.00%
1.00%
Distribution and/or Service (Rule 12b-1) Fees
0.25%
1.00%
None
Other Expenses
0.25%
0.25%
0.25%
Acquired Fund Fees and Expenses
0.05%
0.05%
0.05%
Total Annual Fund Operating Expenses 2
1.55%
2.30%
1.30%
1 The CDSC is reduced after 12 months and eliminated after six years following purchase.
2  
Total annual fund operating expenses for the period ended October 31, 2017 do not match the financial statements because the financial statements do not include acquired fund fees and expenses.
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 either redeem or not 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:
 
Redemption
No Redemption
 
A

B

Y

 
A
B
Y
1 Year

$719


$678


$132

 
$ 719
$ 678
$ 132
3 Years
1,022

1,053

412

 
1,022
1,053
412
5 Years
1,346

1,405

713

 
1,346
1,405
713
10 Years
2,263

2,396

1,568

 
2,263
2,396
1,568
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 20% of the average value of its portfolio.
Principal Investment Strategies
The fund invests primarily in a diversified mix of common stocks of small cap U.S. companies that are believed to be undervalued by various measures and offer sound prospects for capital appreciation. For purposes of this fund, “small cap companies” are those with market capitalizations that are within the range of capitalizations of companies represented in either the S&P SmallCap 600 Index or the Russell 2000® Index (as of January 1, 2018, the range of market capitalizations included in the Russell 2000® index was $23.9 million to $8.9 billion; the S&P SmallCap 600 Index does not have an annual or semi-annual reconstitution – rather, changes are made as deemed necessary by S&P so that as of January 1, 2018, the range of market capitalizations included in the index was $95.4 million to $9.4 billion). Under normal market conditions, the fund will maintain at least 80% of its net assets (including borrowings for investment purposes) in small cap securities.

64



The subadviser employs a value-oriented investment approach in selecting stocks, using proprietary fundamental research to identify securities of issuers the subadviser believes have attractive valuations. The subadviser focuses on companies with a record of above average rates of profitability that sell at a discount relative to the overall small cap market. Through fundamental research, the subadviser seeks to identify those companies which possess one or more of the following characteristics: sustainable competitive advantages within a market niche; strong profitability and free cash flows; strong market share positions and trends; quality of and share ownership by management; and financial structures that are more conservative than the relevant industry average. The fund may invest up to 25% of its assets in foreign securities, including American Depositary Receipts ("ADRs") and emerging market securities. The fund may also invest in exchange traded funds (“ETFs”) that are registered investment companies. Under normal circumstances, the fund will generally hold 60-90 individual securities, however, the fund may hold more or less at any given time as deemed appropriate by the portfolio manager.
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
The specific risks of owning the fund are set forth below.  You could lose money as a result of investing in the fund. An investment in the fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency, entity or person.  The fund’s share price and total return will fluctuate.  You should consider your own investment goals, time horizon and risk tolerance before investing in the fund. 
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.
Equity Risk . The fund is subject to equity risk. Equity risk is the risk that securities held by the fund will fluctuate in value due to general market or economic conditions, perceptions regarding the industries in which the issuers of securities held by the fund participate, and the particular circumstances and performance of particular companies whose securities the fund holds. In addition, while broad market measures of common stocks have historically generated higher average returns than fixed income securities, common stocks have also experienced significantly more volatility in those returns.
Small Cap Risk—Price Volatility . Due to its focus on small cap companies, the fund may experience significant volatility over time. Small companies tend to have narrower product lines, fewer financial resources and a more limited trading market for their securities, as compared to larger companies. The securities of smaller companies also experience greater price volatility than securities of larger capitalization companies.
Small Cap Risk—Illiquidity . During certain periods, the liquidity of the securities of small cap companies may shrink or disappear suddenly and without warning as a result of adverse economic or market conditions, or adverse investor perceptions. This liquidity risk could translate into losses for the fund if it has to sell illiquid securities at a disadvantageous time. The costs of purchasing or selling securities of small capitalization companies are often greater than those of more widely traded securities. Securities of smaller capitalization companies can also be difficult to value.
Value Investing Risk . The fund primarily invests in “value” oriented stocks which may help limit the risk of negative portfolio returns. However, these “value” stocks are subject to the risk that their perceived intrinsic values may never be realized by the market, and to the risk that, although the stock is believed to be undervalued, it is actually appropriately priced or overpriced due to unanticipated problems associated with the issuer or industry.
ETF Risks . The main risks of investing in ETFs are the same as investing in a portfolio of equity securities comprising the index on which the ETF is based, although lack of liquidity in an ETF could result in it being more volatile than the securities comprising the index. Additionally, the market prices of ETFs will fluctuate in accordance with both changes in the market value of their underlying portfolio securities and due to supply and demand for the instruments on the exchanges on which they are traded (which may result in their trading at a discount or premium to their net asset values.) Index-based ETF investments may not replicate exactly the performance of their specific index because of transaction costs and because of the temporary unavailability of certain component securities of the index.
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.
Foreign Security and Emerging Market 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.

65



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 different broad measures of market performance. The fund’s past performance (before and after taxes) is not necessarily an indication of its future performance. Updated performance information current to the most recent month end is available at no cost by visiting www.madisonfunds.com or by calling 1-800-877-6089.
Calendar Year Total Returns for Class A Shares
(Returns do not reflect sales charges and would be lower if they did.)
MADISONFUNDS_CHART-19356A07.JPG
 
 
 
 
 
 
 
 
 
Highest/Lowest quarter end results during this period were:
 
 
Highest:
3Q 2009
21.60
 %
 
Lowest:
4Q 2008
-23.99
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Average Annual Total Returns
For Periods Ended December 31, 2017
 
1 Year
5 Years
10 Years
Class A Shares – Return Before Taxes
-2.63%
10.33%
8.36%
Return After Taxes on Distributions
-4.35%
9.11%
7.60%
Return After Taxes on Distributions and Sale of Fund Shares
-0.05%
8.10%
6.77%
Class B Shares      Return Before Taxes
-1.75%
10.53%
8.40%
Class Y Shares      Return before Taxes
3.57%
11.93%
9.27%
Russell 2000 ®  Index  (reflects no deduction for sales charges, account fees, expenses or taxes)
14.65%
14.12%
8.71%
Russell 2000 ®  Value Index (reflects no deduction for sales charges, account fees, expenses or taxes)
7.84%
13.01%
8.17%
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 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 A shares. After-tax returns for Class B and Y shares will vary.
Portfolio Management
The investment adviser to the fund is Madison Asset Management, LLC (“Madison”). Madison has delegated the day-to-day responsibility of managing the fund to Wellington Management Company LLP (“Wellington Management”), the fund's subadviser. Timothy J. McCormack, CFA (Senior Managing Director and Equity Portfolio Manager of Wellington Management) is the fund’s portfolio manager, and Shaun F. Pedersen (Senior Managing Director and Equity Portfolio Manager of Wellington Management) is involved in portfolio management and securities analysis for the fund. Mr. McCormack has served in this capacity since July 2008, and Mr. Pedersen has served in this capacity since 2006.

66



Purchase and Sale of Fund Shares
The minimum investment amounts for Class A are noted below. Class B shares may not be purchased or acquired, except by exchange from Class B shares of another Madison fund or through dividend and/or capital gains reinvestments.
Type of Account
To Open an Account
To Add to an Account
Non-retirement accounts:
$1,000 ($1,000 per fund)
$50
Retirement accounts:
$500 ($500 per fund)
$50
Systematic investment programs: 1
 
 
 
Twice Monthly or Biweekly 2
$25
$25
 
Monthly
$50
$50
 
Bimonthly (every other month)
$100
$100
 
Quarterly
$150
$150
1 Regardless of frequency, the minimum investment allowed is $50 per fund per month.
2     Only one fund can be opened under the twice monthly or biweekly options and all purchases need to be directed to that fund.
The minimum initial investment amount for Class Y shares purchased directly from the fund is $25,000 for non-retirement accounts and retirement accounts, with a minimum subsequent investment of $50; provided that these minimums may be waived in certain situations. The minimum initial investment amount for Class Y shares is $1,000 for non-retirement accounts and $500 for retirement accounts, with a minimum subsequent investment of $50, for purchases made by:
Dealers and financial intermediates that have entered into arrangements with the fund’s distributor to accept orders on behalf of their clients.
The fund-of-funds and managed account programs managed by Madison.
Investment advisory clients of Madison and its affiliates.
Members of the Board of Trustees of Madison Funds and any other board of trustees affiliated with Madison.
Individuals and their immediate family members who are employees, directors or officers of the adviser, any subadviser, or any service provider of Madison Funds.
Any investor, including their immediate family members, who owned Class Y shares of any Madison Mosaic Fund as of April 19, 2013.
The fund reserves the right to accept purchase amounts below the stated minimums for accounts that are funded with pre-tax or salary reduction contributions which include SEPs, 401(k) plans, non-qualified deferred compensation plans, and other pension and profit sharing plans, as well as for investment for accounts opened through institutional relationships like managed account programs and orders placed in omnibus accounts.
You may generally purchase, exchange or redeem shares of the fund on any day the New York Stock Exchange (NYSE) is open for business by written request (Madison Funds, P.O. Box 8390, Boston, MA 02266-8390), by telephone (1-800-877-6089), by contacting your financial professional, by wire (purchases only) or, with respect to purchases and exchanges, online at madisonfunds.com. Requests must be received in good order by the fund or its agent prior to the close of regular trading of the NYSE in order to receive that day's net asset value. Investors wishing to purchase or redeem shares through a broker-dealer or other financial intermediary should contact the intermediary to learn how to place an order.
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 (in which case, such distributions may be taxable upon withdrawal). 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 bank or trust company), the fund and the fund’s distributor or its affiliates 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 intermediary and your individual financial adviser to recommend the fund over another investment. Ask your individual financial adviser or visit your financial intermediary’s website for more information.


67



MADISON INTERNATIONAL STOCK FUND Fund Summary
Share Class/Ticker:
Class A - MINAX
Class B - MINBX
Class Y - MINYX
 
Investment Objective
The Madison International Stock Fund seeks long-term growth of capital.
Fees and Expenses
This table describes the fees and expenses that you may pay if you buy and hold shares of the fund. You may qualify for sales charge discounts if you and your immediate family invest, or agree to invest in the future, at least $25,000 in Madison Funds. More information about these and other discounts is available from your financial professional, in the “Your Account - Sales Charges and Fees” section on page 77 of the prospectus and in the “More About Purchasing and Selling Shares” section on page 54 of the statement of additional information.
Shareholder Fees: ( fees paid directly from your investment)
Class A
Class B
Class Y
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)
5.75%
None
None
Maximum Deferred Sales Charge (Load) (as a percentage of amount redeemed)
None
4.50% 1
None
Redemption Fee Within 30 days of Purchase (as a percentage of amount redeemed)
None
None
None
 
 
 
 
Annual Fund Operating Expenses: (e xpenses that you pay each year as a percentage of the value of your investment)
Class A
Class B
Class Y
Management Fees
1.05%
1.05%
1.05%
Distribution and/or Service (Rule 12b-1) Fees
0.25%
1.00%
None
Other Expenses
0.30%
0.30%
0.30%
Total Annual Fund Operating Expenses
1.60%
2.35%
1.35%
1 The CDSC is reduced after 12 months and eliminated after six years following purchase.
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 either redeem or not 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:
 
Redemption
No Redemption
 
A

B

Y

 
A
B
Y
1 Year
$
728

$
688

$
137

 
$ 728
$ 238
$ 137
3 Years
1,051

1,083

428

 
1,051
733
428
5 Years
1,396

1,455

739

 
1,396
1,255
739
10 Years
2,366

2,499

1,624

 
2,366
2,499
1,624
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 32% of the average value of its portfolio.
Principal Investment Strategies
Under normal market conditions, the fund invests at least 80% of its net assets (including borrowings for investment purposes) in the stock of foreign companies. For this purpose, a foreign company is one whose principal operations are located outside the U.S., or that is organized outside the U.S., whose securities are principally traded outside of the U.S., and/or whose securities are quoted or denominated in a foreign currency. The types of stocks that the fund may invest in include common stocks, securities convertible into common stocks, preferred stocks, and other securities representing equity interests such as American Depositary Receipts (“ADRs”) (which represent an interest in the shares of a non-U.S. company that have been deposited with a U.S. bank, trade in U.S. dollars and clear through U.S. settlement systems, thus allowing the holder of an ADR to avoid having to transact in a foreign currency), European Depositary Receipts (“EDRs”) and Global Depositary Receipts (“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. The fund may also invest in debt securities, foreign money market instruments, and other income bearing securities as well as forward foreign currency exchange contracts and other derivative securities and contracts. The fund usually holds securities of issuers located in at least three countries other than the U.S. and generally holds 60-80 individual securities in its portfolio at any given time.

68



Typically, a majority of the fund’s assets are invested in relatively large capitalization stocks of issuers located or operating in developed countries. Such securities are those issued by companies located in countries included in the Morgan Stanley Capital International, Europe, Australasia, and Far East (“MSCI EAFE”) Index. The fund may also invest up to 30% of its assets in securities of companies whose principal business activities are located in emerging market countries. The subadviser typically maintains this segment of the fund’s portfolio in such stocks which it believes have a low market price relative to their perceived value based on fundamental analysis of the issuing company and its prospects. This is sometimes referred to as a “value” approach. It may also invest in foreign debt and other income bearing securities at times when it believes that income bearing securities have greater capital appreciation potential than equity securities.
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
The specific risks of owning the fund are set forth below.  You could lose money as a result of investing in the fund. An investment in the fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency, entity or person.  The fund’s share price and total return will fluctuate.  You should consider your own investment goals, time horizon and risk tolerance before investing in the fund. 
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.
Equity Risk . The fund is subject to equity risk. Equity risk is the risk that securities held by the fund will fluctuate in value due to general market or economic conditions, perceptions regarding the industries in which the issuers of securities held by the fund participate, and the particular circumstances and performance of particular companies whose securities the fund holds. In addition, while broad market measures of common stocks have historically generated higher average returns than fixed income securities, common stocks have also experienced significantly more volatility in those returns.
Value Investing Risk . A portion of the fund is invested in “value” oriented stocks which may help limit the risk of negative portfolio returns. However, these “value” stocks are subject to the risk that their perceived intrinsic values may never be realized by the market, and to the risk that, although the stock is believed to be undervalued, it is actually appropriately priced or overpriced due to unanticipated problems associated with the issuer or industry.
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.
Foreign Security and Emerging Market Risk . Investing in foreign securities involves certain special considerations and additional risks which are not typically associated with investing in securities of domestic issuers or U.S. dollar denominated securities. These risks may make the fund more volatile than a comparable domestic stock fund. For example, foreign securities are typically subject to:
Fluctuations in currency exchange rates.
Higher trading and custody charges compared to securities of U.S. companies.
Different accounting and reporting practices than U.S. companies. As a result, it is often more difficult to evaluate financial information from foreign issuers. Also, the laws of some foreign countries limit the information that is made available to investors.
Less stringent securities regulations than those of the U.S.
Potential political instability.
Potential economic instability. The economies of individual foreign countries may differ favorably or unfavorably from the U.S. economy in such respects as growth of gross national product, rate of inflation and industry diversification. Such differences may cause the economies of these countries to be less stable than the U.S. economy and may make them more sensitive to economic fluctuations.
The risks of international investing are higher in emerging markets such as those of Latin America, Africa, Asia and Eastern Europe.

69



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 current to the most recent month end is available at no cost by visiting www.madisonfunds.com or by calling 1-800-877-6089.

Calendar Year Total Returns for Class A Shares
(Returns do not reflect sales charges and would be lower if they did.) MADISONFUNDS_CHART-19339A07.JPG
 
 
 
 
 
Highest/Lowest quarter end results during this period were:
 
 
Highest:
2Q 2009
21.44
 %
 
Lowest:
3Q 2011
-18.28
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Average Annual Total Returns
For Periods Ended December 31, 2017
 
  1 Year
  5 Years
 10 Years
Class A Shares – Return Before Taxes
14.98%
4.86%
1.51%
Return After Taxes on Distributions
14.98%
4.85%
1.39%
Return After Taxes on Distributions and Sale of Fund Shares
8.89%
4.05%
1.35%
Class B Shares      Return Before Taxes
16.56%
4.98%
1.50%
Class Y Shares      Return before Taxes
22.32%
6.37%
2.37%
MSCI EAFE Index (net)  (reflects no deduction for sales charges, account fees, expenses or taxes)
25.03%
7.90%
1.94%
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 A shares. After-tax returns for Class B and Y shares will vary.

Portfolio Management
The investment adviser to the fund is Madison Asset Management, LLC (“Madison”). Madison has delegated the day-to-day responsibility of managing the fund to Lazard Asset Management LLC (“Lazard”), the fund's subadviser. Michael Fry (Managing Director and Portfolio Manager of Lazard), Michael Bennett, CPA (Managing Director and Portfolio Manager of Lazard), Kevin Matthews, CFA (Managing Director and Portfolio Manager of Lazard), Michael Powers (Managing Director and Portfolio Manager of Lazard), and John Reinsberg (Deputy Chairman of Lazard) co-manage the fund. Messrs. Reinsberg and Bennett have co-managed the fund since its inception; Mr. Fry joined the team in 2005; Mr. Powers joined the team in 2002; and Mr. Matthews joined the team in 2014.

70



Purchase and Sale of Fund Shares
The minimum investment amounts for Class A are noted below. Class B shares may not be purchased or acquired, except by exchange from Class B shares of another Madison fund or through dividend and/or capital gains reinvestments.
Type of Account
To Open an Account
To Add to an Account
Non-retirement accounts:
$1,000 ($1,000 per fund)
$50
Retirement accounts:
$500 ($500 per fund)
$50
Systematic investment programs: 1
 
 
 
Twice Monthly or Biweekly 2
$25
$25
 
Monthly
$50
$50
 
Bimonthly (every other month)
$100
$100
 
Quarterly
$150
$150
1 Regardless of frequency, the minimum investment allowed is $50 per fund per month.
2     Only one fund can be opened under the twice monthly or biweekly options and all purchases need to be directed to that fund.
The minimum initial investment amount for Class Y shares purchased directly from the fund is $25,000 for non-retirement accounts and retirement accounts, with a minimum subsequent investment of $50; provided that these minimums may be waived in certain situations. The minimum initial investment amount for Class Y shares is $1,000 for non-retirement accounts and $500 for retirement accounts, with a minimum subsequent investment of $50, for purchases made by:
Dealers and financial intermediates that have entered into arrangements with the fund’s distributor to accept orders on behalf of their clients.
The fund-of-funds and managed account programs managed by Madison.
Investment advisory clients of Madison and its affiliates.
Members of the Board of Trustees of Madison Funds and any other board of trustees affiliated with Madison.
Individuals and their immediate family members who are employees, directors or officers of the adviser, any subadviser, or any service provider of Madison Funds.
Any investor, including their immediate family members, who owned Class Y shares of any Madison Mosaic Fund as of April 19, 2013.
The fund reserves the right to accept purchase amounts below the stated minimums for accounts that are funded with pre-tax or salary reduction contributions which include SEPs, 401(k) plans, non-qualified deferred compensation plans, and other pension and profit sharing plans, as well as for investment for accounts opened through institutional relationships like managed account programs and orders placed in omnibus accounts.
You may generally purchase, exchange or redeem shares of the fund on any day the New York Stock Exchange (NYSE) is open for business by written request (Madison Funds, P.O. Box 8390, Boston, MA 02266-8390), by telephone (1-800-877-6089), by contacting your financial professional, by wire (purchases only) or, with respect to purchases and exchanges, online at madisonfunds.com. Requests must be received in good order by the fund or its agent prior to the close of regular trading of the NYSE in order to receive that day's net asset value. Investors wishing to purchase or redeem shares through a broker-dealer or other financial intermediary should contact the intermediary to learn how to place an order.
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 (in which case, such distributions may be taxable upon withdrawal). 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 bank or trust company), the fund and the fund’s distributor or its affiliates 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 intermediary and your individual financial adviser to recommend the fund over another investment. Ask your individual financial adviser or visit your financial intermediary’s website for more information.


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ADDITIONAL RISKS

Unknown Market 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, and could, under certain circumstances, produce a material loss of the value of some or all of the funds.
Fixed-Income Market Capacity Risk
While assets in bond mutual funds and ETFs have grown rapidly in recent years, dealer capacity in the fixed income markets appears to have undergone fundamental changes.  Recent analyses indicate that primary dealer inventories appear to be low since the financial crisis of 2008. This apparent reduction in market-making capacity may be a persistent change, to the extent it is resulting from broader structural changes such as fewer proprietary trading desks at broker-dealers and increased regulatory capital requirements at the holding company level.  A significant reduction in dealer market-making capacity has the potential to decrease liquidity and increase volatility in the fixed income markets at times. This may be compounded if and when the U.S. Federal Reserve Board eliminates or reverses its fixed-income purchasing activity and interest rates could rise as a result.  Therefore, although funds with income distributions objectives seek to invest in liquid securities, you should be aware that fixed-income market structural changes may cause even the most liquid of securities to become illiquid at times. This could negatively affect the price of these securities and the value of an investment in the fund.

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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 ® (“Madison Funds” or the “Trust”). 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 adviser 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.
Share Classes and Investment Minimums
The Trust offers five classes of shares through this prospectus: Class A, Class B, Class C, Class Y, and Class R6. Not all share classes are offered by all funds. 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. The various share classes and investment minimums are described in more detail below.
When deciding which share class is best for you, carefully consider:
how long you plan to own the fund shares;
how much you intend to invest;
the total expenses you’ll pay for each class; and
whether you qualify for any reduction or waiver of sales charges.
Class A Shares. Class A shares typically charge a front-end sales charge or “load” that is deducted from your initial investment. Often, Class A shares offer you discounts (the discount increases as the size of your investment increases), called “breakpoints,” on the front-end sales charge if you: make a large purchase, already hold other mutual funds offered by the same fund family, or have family members (or others with whom you may link according to fund rules) who hold funds in the same fund family. Class A shares also charge a 0.25% Rule 12b-1 service fee that, over time, will increase the cost of investing. Class A share minimum investment amounts are noted in chart below.
Class B Shares. Class B shares may not be purchased or acquired, except by exchange from Class B shares of another Madison fund or through dividend and/or capital gains reinvestments. Class B shares do not impose a front-end sales charge that is deducted from your initial investment, but they do impose Rule 12b-1 distribution fees of 0.75% and service fees of 0.25% that will result in higher annual operating expenses than you would incur if you purchased Class A shares. Over time, these fees will increase the cost of investing and may make the Class B charges more than the Class A.
Class B shares also impose a contingent deferred sales charge (CDSC), which you pay if you sell your shares within a certain number of years. The CDSC gets smaller each year and eventually is eliminated after several years. Selling Class B shares during the period in which the CDSC applies can significantly diminish the overall return on your investment, especially when coupled with the higher annual expenses charged when you hold Class B shares. Class B shares “convert” after a certain number of years. When they convert, they will begin to charge the same annual fund operating expenses as Class A shares as described above.
Class C Shares . Class C shares do not impose a front-end sales charge that is deducted from your initial investment, but they do impose Rule 12b-1 distribution fees of 0.75% and service fees of 0.25% that will result in higher annual operating expenses than you would incur if you purchased Class A shares. Over time, these fees will increase the cost of investing and may make the Class C charges more than those for Class A shares. For this reason and others, Madison Funds does not normally accept purchase orders of more than $999,999 for Class C shares from a single investor.
Class C shares also impose a contingent deferred sales charge (CDSC), which you pay if you sell your shares within one year of purchase. Class C shares do not convert to any other share class. Class C share minimum investment amounts are noted in chart below.
Class A and C shares minimum investment amounts are noted below.
Type of Account
To Open an Account
To Add to an Account
Non-retirement accounts:
$1,000 ($1,000 per fund)
$50
Retirement accounts:
$500 ($500 per fund)
$50
Systematic investment programs: 1
 
 
 
Twice Monthly or Biweekly 2
$25
$25
 
Monthly
$50
$50
 
Bimonthly (every other month)
$100
$100
 
Quarterly
$150
$150
1  
Regardless of frequency, the minimum investment allowed is $50 per fund per month.
2  
Only one fund can be opened under the twice monthly or biweekly options and all purchases need to be directed to that fund.
The fund reserves the right to accept purchase amounts for Class A and C shares below the stated minimum for accounts that are funded with pre-tax or salary reduction contributions which include SEPs, 401(k) plans, non-qualified deferred compensation plans, and other pension and profit sharing plans, as well as for accounts opened through institutional relationships like managed account programs and orders placed in omnibus accounts.

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Class Y Shares. Class Y shares do not impose a front-end sales charge, any Rule 12b-1 distribution or service fees, or a contingent deferred sales charge. Class Y shares are generally purchased through fee-based programs or investment dealers that have special arrangements with the funds' distributor, through certain registered investment advisers, and through other intermediaries approved by the funds.
Class Y shares are available for purchase directly from the funds with a minimum initial investment amount of $25,000 for all account types, and a minimum subsequent investment of $1,000, provided that these minimums may be waived in certain situations. Class Y shares are also available for purchase by the following investors at a reduced minimum initial investment amount of $1,000 for non-retirement accounts and $500 for retirement accounts, with a minimum subsequent investment of $50:
Dealers and financial intermediates that have entered into arrangements with the funds’ distributor to accept orders on behalf of their clients.
The fund-of-funds and managed account programs managed by Madison.
Investment advisory clients of Madison and its affiliates.
Members of the Board of Trustees of Madison Funds and any other board of trustees affiliated with Madison.
Individuals and their immediate family members who are employees, directors or officers of the adviser, any subadviser, or any service provider of Madison Funds.
Any investor, including their immediate family members, who owned Class Y shares of any Madison Mosaic Fund as of April 19, 2013.
For the Class Y share reduced investment minimums, the term “immediate family” is defined as you, your spouse or domestic partner as recognized by applicable state law and your children under the age of 21.
The funds reserve the right to accept purchase amounts for Class Y shares below the stated minimums for accounts that are funded with pre-tax or salary reduction contributions which include SEPs, 401(k) plans, non-qualified deferred compensation plans, and other pension and profit sharing plans, as well as for accounts opened through institutional relationships like managed account programs and orders placed in omnibus accounts.
Class R6 Shares . Class R6 shares do not impose a front-end sales charge, any Rule 12b-1 distribution or service fees, or a contingent deferred sales charge. Class R6 shares may be purchased through participating retirement plans, such as 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. Purchase minimums for any such retirement plan investors are set by the plan’s administrator or record keeper. Class R6 shares are also available for purchase by corporations and other institutions, such as trusts, endowments and foundations, with a minimum initial investment of $500,000 and a minimum subsequent investment of $50,000. The funds reserve the right to lower the minimum initial investment amount on a case-by-case basis if deemed to be in the interest of the funds.
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. Class R6 shares are also not available for purchase under circumstances where the funds’ investment adviser (and/or an affiliate thereof) is contractually required to pay, directly or indirectly, a portion of the revenues it receives from the fund(s) to a third party pursuant to a joint venture, revenue sharing or similar agreement.
Each individual’s investment needs are different. You should speak with your financial adviser 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 DST Asset Manager Solutions, Inc.
30 Dan Road
Canton, MA 02021-2809
Opening an Account
1.
Carefully read this prospectus.
2.
Determine how much you want to invest.
3.
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 adviser or the Trust.
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.

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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 adviser 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 adviser 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 adviser 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 most accounts and amounts that meet fund minimums.)
Make sure that you have a current prospectus for the Madison Funds, which can be obtained by calling your financial adviser 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 adviser or Madison Funds at 1-800-877-6089.
Call your financial adviser, 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 adviser, 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 funds 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, without paying any additional sales charge, except that exchanges of Class A shares of the Government Money Market 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. In addition, Class A shares of the Government Money Market Fund may be exchanged for Class C, Y or R6 shares of other Madison funds for dollar cost averaging purposes.
Exchanges of Class B and Class C shares will continue to “age” from the date of original purchase of the Class B or Class C shares, respectively, and will retain the same CDSC rate as they had before the exchange. In addition, Class B shares may only be acquired by exchange from Class B shares of another Madison fund.

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With the exception of the Government Money Market 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 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. The Trust 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 funds are limited in their 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.
Sales Charges and Fees
The following discussion explains how sales charges on your purchases of a fund are calculated. Before investing in mutual funds, it is important that you understand the sales charges that you will be charged.
 
Conservative Allocation Fund
 
 
 
Moderate Allocation Fund
 
 
 
Aggressive Allocation Fund
 
 
 
Diversified Income Fund
 
 
 
Covered Call & Equity Income Fund
 
 
 
Large Cap Value Fund
 
 
 
Investors Fund
 
 
 
Mid Cap Fund
 
 
 
Small Cap Fund
 
Core Bond Fund
 
International Stock Fund
 
High Income Fund
 
Sales Charge as a % of:
Dealer Commission as a % of Offering Price 2
 
 
Sales Charge as a % of:
Dealer Commission as a % of Offering Price 2
Investment Amount:
Offering Price 1
Net Amount Invested
 
Investment Amount:
Offering Price 1
Net Amount Invested
Under $25,000
5.75%
6.10%
5.00%
 
Under $50,000
4.50%
4.71%
4.00%
$25,000 to $49,999
5.00%
5.26%
4.50%
$50,000 to $99,999
4.50%
4.71%
4.00%
 
$50,000 to $99,999
4.00%
4.17%
3.50%
$100,000 to $249,999
3.50%
3.63%
3.00%
 
$100,000 to $249,999
3.50%
3.63%
3.00%
$250,000 to $499,999
2.50%
2.56%
2.00%
 
$250,000 to $499,999
2.50%
2.56%
2.00%
$500,000 to $999,999
1.50%
1.52%
1.20%
 
$500,000 to $999,999
1.50%
1.52%
1.20%
$1 million or more and certain other investments described below
None 3
None
See Below 4
 
$1 million or more and certain other investments described below
None 3
None
See Below 4

1 The term "offering price" includes the front-end sales charge. The sales charge you pay may be higher or lower than what is disclosed due to standard industry practice to round the public offering price to two decimal places when calculating the number of shares purchased, and to round the number of shares purchased to three decimal places. Please refer to the SAI for additional information.
2  
The portion of the sales charge the fund’s distributor, MFD Distributor, LLC (“MFD”), or its agent pays to broker/dealers for selling the funds’ shares. The broker/dealer passes along a portion of this compensation to your financial adviser. From time to time, MFD, at its discretion, may pass along to the broker/dealers the entire sales charge paid as a percentage of offering price as part of a sales program, although it has not done so as of the date of this prospectus.
3  
A CDSC may be assessed on certain purchases of Class A shares of over $1,000,000 at a rate of 1.00% in the first year and 0.50% in the second year following the purchase.
4  
MFD may pay a commission up to 0.80% on certain purchases of Class A shares over $1,000,000 on which no initial sales charge was paid, with a maximum commission of 0.50% on purchases over $3,000,000. MFD may also pay a commission up to 0.75% on certain purchases of Class A shares under $1,000,000 on which no initial sales charge was paid, through programs offered by MFD or to dealers that have special arrangements with MFD.

Generally, as the amount of purchase increases, the percentage used to determine the sales load decreases. In addition to a single mutual fund purchase, you may be entitled to receive a discount or qualify to purchase Class A shares without a sales charge based on rights of accumulation or by using a letter of intent as described below.
Class A Sales Charge Reductions and Waivers . In order to ensure that you receive a reduction or waiver of your Class A sales charge, you need to notify your financial adviser or Madison Funds at the time you purchase shares that you qualify for such a reduction or waiver. If notice is not provided, you may not receive the sales charge discount or 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 reduction or waiver of sales charges. It is possible that a financial intermediary may not, in accordance with its policies and procedures, be able to offer one or more of these sales charge reduction or waiver privileges. Please consult your financial adviser for further information.
For both the Class A share sales charge reduction and waiver privileges, the term “immediate family” is defined as you, your spouse or domestic partner as recognized by applicable state law and your children under the age of 21.
Class A Sales Charge Reductions . There are several ways investors and certain qualified pension plans may combine multiple purchases to reduce Class A sales charges as indicated below. For the purpose of calculating the sales charge, shares of the Government Money Market

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Fund purchased through an exchange, reinvestment or cross-reinvestment from another fund having paid a sales charge qualify; however, direct purchases of Class A shares of the Government Money Market 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 as described in the SAI.
Rights of Accumulation. 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. Direct purchases of the Government Money Market Fund are excluded. The current value of existing investments in a variable annuity contract sponsored by CMFG Life Insurance Company may also be taken into account to determine your Class A sales charges.
Letter of Intent . You may purchase Class A shares of a fund over a 13-month period and receive the same sales charge as if all shares had been purchased at once by signing a Letter of Intent (“LOI”). Such an investment 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. The LOI period starts on the date on which your first purchase is made toward satisfying the LOI. Your accumulated holdings (including combination and accumulation as described above) eligible to be aggregated as of the day immediately before the start date of the LOI period may be credited towards satisfying the LOI. For the purposes of calculating if the total investment amount specified in the LOI has been met, the historical cost of the original shares purchased will be used, and reinvested dividends and capital gains and appreciation of your holdings are not included. A small portion of the initial purchase (approximately 5% of the aggregate) will be held in escrow to cover the difference in Class A sales charges that may be due if your total investments over the 13-month period do not qualify for the sales charge reduction you received. The escrowed shares will be released upon completion of the LOI or at the end of the 13-month period, whichever comes first.
Class A Sales Charge Waivers . Class A shares may be purchased without front-end sales charges by the following individuals and institutions:
Investors in fee-based advisory or managed account programs where the sponsor or a broker-dealer has an agreement with the funds' distributor authorizing the sale of fund shares.
• Clients of financial intermediaries who have entered into an agreement with the funds' distributor or investment adviser to offer fund shares through a network, platform or to self-directed investment brokerage accounts.
Registered representatives of broker/dealers and registered investment advisers authorized to sell the funds when purchasing shares for their own account or for the benefit of their immediate family.
Individuals and their immediate family who, within the past twelve months, were members of the Board of Trustees of the Trust; were trustees, directors, officers or employees of Madison Investment Holdings, Inc., and/or its subsidiaries or affiliated companies including the adviser, any subadviser, or service providers of Madison Funds or the Ultra Series Fund; or any trust, pension, profit sharing or other benefit plan which beneficially owns shares for those persons.
Individuals and their immediate family who within the past twelve months were trustees, directors, officers, or employees of CMFG Life Insurance Company or its subsidiaries and affiliates (collectively referred to herein as “CMFG Life”), or any trust, pension, profit sharing or other benefit plan which beneficially owns shares for those persons, provided the purchase is self-directed without the consultation of a registered representative. If the purchase is made through a registered representative, sales charges as described herein may apply.
• Credit union employees and their “immediate family,” when purchasing shares for their own personal accounts.
Investors who establish a self-directed investment account maintained by the Funds' transfer agent, where the investment is made without the consultation of registered representative and there is no broker-dealer of record associated with the account.
Retirement Health Care Funding Program accounts (FAS 106) and Employee Option Plan accounts administered by CMFG Life.
Credit union system-affiliated institutional investors, charitable organizations, and other non-profit organizations as described in section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”).
Credit union employees and employees of non-profit organizations that qualify as tax-exempt under section 501(c) of the Code, when purchasing shares in a 457(b) eligible deferred compensation plan.
Qualified defined benefit or qualified defined contribution pension plans, including 401(k) plans, with over $250,000 of assets.
In addition, Class A shares may be purchased without front-end sales charges in the following transactions:
With proceeds from the liquidation of a CMFG Life-affiliated pension product.
By exchange from one fund to another, except exchanges of Class A shares of the Government Money Market 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.
From the proceeds of shares of another fund account on which a load was already paid.
Reinvestment of dividends or capital gains from any fund.
Pursuant to the funds’ reinstatement or reinvestment privilege (see the SAI for more information).
The funds may terminate or amend the terms of these sales charge reductions or waivers at any time.

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Class B Shares. Class B shares may not be purchased or acquired, except by exchange from Class B shares of another Madison fund, or through dividend and/or capital gains reinvestments. Shareholders with investments in Class B shares may continue to hold such shares until they convert to Class A shares. Class B shares automatically convert to Class A shares, based on relative NAV, at the end of month of the eight-year anniversary of the purchase date. For Class B shares, a contingent deferred sales charge (CDSC) may be applied on shares you sell within six years of purchase as indicated below.
 
Purchase Date On or After February 28, 2003
Years After Purchase
1
2
3
4
5
6
7+
CDSC
4.5%
4.0%
3.5%
3.0%
2.0%
1.0%
None
The CDSC is based on the original purchase cost or the current NAV of the shares being sold, whichever is less. The longer the time between the purchase and the sale of shares, the lower the rate of the CDSC. There is no CDSC on shares acquired through reinvestment of dividends or capital gain distributions. Certain withdrawals, including those made through a systematic withdrawal program, may not be subject to a CDSC. For more information, see the “Class B CDSC Waivers” subsection, below.
For purposes of computing the CDSC, all purchases made during a calendar month are counted as having been made on the first day of that month. To minimize your CDSC, each time you place a request to sell shares, we will first sell any shares in your account that are not subject to a CDSC. If there are not enough of these to meet your request, we will sell those shares that you have owned for the longest period of time. Specifically, we will sell shares that represent share price increases (if any) first, then dividends, then the oldest-aged shares.
For example, assume that you purchased 100 shares of a fund on January 1, Year 1 for $10 per share, another 100 shares on January 1, Year 2 for $15 per share, and another 100 shares on January 1, Year 3 for $20 per share. Also assume that dividends of $1.50 and $2.00 per share were paid on December 31, Year 1 and Year 2, respectively, and reinvested. Your account can be summarized as:
Date
Transaction
Price Per Share
Shares Purchased
Total Shares
Account Value
January 1, Year 1
Purchased shares
$10
100
100
$1,000
December 31, Year 1
Reinvested dividends
$15
10
110
$1,650
January 1, Year 2
Purchased shares
$15
100
210
$3,150
December 31, Year 2
Reinvested dividends
$20
21
231
$4,620
January 1, Year 3
Purchased shares
$20
100
331
$6,620
Assume further that you sell 200 shares in Year 3 and that the share price as of the end of the day you sell your shares is $20. The $6,620 in your account can be broken down into share price increases of $1,500 (100 shares appreciated from $10 to $20 per share; 100 shares appreciated from $15 to $20 per share; and 100 shares have not appreciated), dividends of $620 ($200, $150 on 12/31 in Year 1 plus $50 in share price increases; and $420 on 12/31 in Year 2), and purchase payments of $4,500 ($1,000 in Year 1, $1,500 in Year 2, and $2,000 in Year 3). You would incur the following CDSC charges:
Type of Shares Sold (in order)
Amount
CDSC (%)
CDSC ($)
Share price increases of purchased shares
$1,500
None
None
Dividends (including share price increases)
$ 620
None
None
Aged Shares (oldest sold first):
     Purchased January 1, Year 1
$1,000
3.5%
$35.00
     Purchased January 1, Year 2
$ 880 2
  4.0% 1
$35.20
Total
$4,000
 1.75% 3
$70.20
1  
As a percentage of original purchase payment.
2  
$620 of the original $1,500 purchase payment would remain available for redemption.
3 As a percentage of the amount redeemed.

Class B CDSC Waivers . In order to ensure you receive a waiver of the CDSC on redemptions of your Class B shares, you need to notify your financial adviser or Madison Funds at the time you redeem the shares that you qualify for such a waiver. 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.
The CDSC may be waived on redemptions of Class B shares under the following circumstances:
If you have established a systematic withdrawal plan, as long as the redemptions do not exceed 12% of the value of an account annually (calculated at the time of the withdrawal).
Due to death or disability.
For the following types of transactions in individual retirement accounts (IRAs) or other qualified retirement plans described under section 401(a) of the Code, unless otherwise noted: returns of excess contributions; qualified hardship withdrawals; and required minimum distributions or to effect life expectancy distributions scheduled under the equal periodic payment exception (sometimes referred to as the 72t exception).
Pursuant to Madison Funds’ right to liquidate small accounts (see “Your Account - General Policies - Small Accounts”).

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Class C Shares. Class C shares are sold without any initial sales charge. The fund’s distributor pays a commission equal to 1% of the amount invested to broker/dealers who sell Class C shares. For Class C shares, a contingent deferred sales charge (CDSC) of 1% may be applied on shares you sell within one year of purchase. Class C shares do not convert to any other share class.
The CDSC is based on the original purchase cost or the current NAV of the shares being sold, whichever is less. There is no CDSC on shares acquired through reinvestment of dividends or capital gain distributions. Certain withdrawals, including those made through a systematic withdrawal program, may not be subject to a CDSC. For more information, see the “Class C CDSC Waivers” subsection, below.
For purposes of computing the CDSC, all purchases made during a calendar month are counted as having been made on the first day of that month. To minimize your CDSC, each time you place a request to sell shares, we will first sell any shares in your account that are not subject to a CDSC. If there are not enough of these to meet your request, we will sell those shares that you have owned for the longest period of time. Specifically, we will sell shares that represent share price increases (if any) first, then dividends, then the oldest-aged shares. For an example of how the CDSC is calculated, see the “Class B Shares” subsection, above.
Class C CDSC Waivers . In order to ensure you receive a waiver of the CDSC on redemptions of your Class C shares, you need to notify your financial adviser or Madison Funds at the time you redeem the shares that you qualify for such a waiver. 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.

The CDSC may be waived on redemptions of Class C shares under the following circumstances:
If you have established a systematic withdrawal plan, as long as the redemptions do not exceed 12% of the value of an account annually (calculated at the time of the withdrawal).
Due to death or disability.
For the following types of transactions in individual retirement accounts (IRAs) or other qualified retirement plans described under section 401(a) of the Code, unless otherwise noted: returns of excess contributions; qualified hardship withdrawals; and required minimum distributions or to effect life expectancy distributions scheduled under the equal periodic payment exception (sometimes referred to as the 72t exception).
Pursuant to Madison Funds’ right to liquidate small accounts (see “Your Account - General Policies - Small Accounts”).
Please refer to the SAI or the funds’ website at www.madisonfunds.com for additional information on sales charge reductions and waivers. The SAI is available free of charge, upon request, by calling 1-800-877-6089. The funds’ website includes hyperlinks to the information provided herein and to the additional information that is referenced in the SAI.
Distribution and Service Plans (Rule 12b-1)
Madison Funds has adopted, on behalf of certain funds and share classes, distribution and/or service plans pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended (the “1940 Act”). These plans permit the funds to pay for distribution of their shares and servicing of their shareholders out of fund assets; therefore, the cost of these plans is indirectly borne by all shareholders who own shares of the affected funds and share classes. These plans are described below.
Distribution Fees (Class B and C shares only). Distribution plans have been adopted pursuant to Rule 12b-1 under 1940 Act for Class B and C shares of each of the funds. Under the terms of each plan, each fund pays its principal distributor, MFD, a fee equal to 0.75% of the average daily net assets attributable to Class B and C shares of that fund. MFD may use this fee to cover its distribution-related expenses (including commissions paid to broker/dealers for selling Class B and C shares) or distribution-related expenses of dealers. This fee increases the cost of investment in the Class B and C shares of a fund and, over time, may cost more than paying the initial sales charge for Class A shares.
Service Fees (Class A, B and C shares). Service plans have been adopted pursuant to Rule 12b-1 under the 1940 Act for Class A, B and C shares of each of the funds, other than the Government Money Market Fund . Under the terms of these plans, each fund pays MFD a service fee equal to 0.25% of the average daily net assets attributable to each class of shares of that fund. The service fee is used by MFD to offset costs of servicing shareholder accounts or to compensate other qualified broker/dealers who sell shares of the funds pursuant to agreements with MFD for their costs of servicing shareholder accounts. MFD may retain any portion of the service fee for which there is no broker/dealer of record as partial consideration for its services with respect to shareholder accounts.
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 received 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 a “medallion guarantee” if required.
In certain circumstances, to protect you and the funds, 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 medallion guarantee if the redemption is:
over $100,000;
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.

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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. The Trust 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 $100,000 per day.)
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. The Trust 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 most accounts and amounts that meet fund minimums.)
Make sure that you have a current prospectus for the Madison Funds, which can be obtained by calling your financial adviser or Madison Funds at 1-800-877-6089. Call your financial adviser, 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.

The funds typically expects that each fund will pay redemption proceeds one business day following receipt and acceptance of a redemption order. However, payment may take longer than one business day and make take up to seven days as generally permitted by the 1940 Act. In addition, if you recently purchased shares and subsequently request a redemption of those shares, each fund will pay redemption proceeds once a sufficient period of time has passed to reasonably ensure that checks or drafts, for the shares purchased have cleared (normally seven business days from the purchase date).
Under normal market conditions, the funds typically expect that each fund will meet shareholder redemptions by monitoring a fund's portfolio and redemption activity and by regularly holding a reserve of highly liquid assets, such as cash or cash equivalents. Each fund may use additional methods to meet redemptions, if they become necessary. These methods may include, but are not limited to, the sale of portfolio assets, the use

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of overdraft protection afforded by the fund's custodian bank, and making payment with fund securities or other fund assets rather than in cash (as further discussed in the following paragraph).
Although payment of redemptions normally will be in cash, each fund reserves the right to pay the redemption price in whole or in part by a distribution of securities held by each fund (commonly referred to as an in-kind redemption). To the extent that a fund redeems its shares in this manner, the shareholder assumes the risk of a subsequent change in the market value of those securities, the cost of liquidating the securities and the possibility of a lack of a liquid market for those securities. The SAI contains further information about in-kind redemptions.
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. Additionally, we will not normally accept purchase orders of more than $999,999 for Class C shares from a single investor.
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.
For all funds other than the Government Money Market Fund , 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. Because the assets of the Conservative Allocation, Moderate Allocation and Aggressive Allocation Funds (collectively referred to as the “ Target Allocation Funds ”) consist primarily of shares of the underlying funds, the NAV of each Target Allocation is determined based on the NAVs of the underlying funds.
Because each Target Allocation Fund will only invest in underlying funds, government securities and short-term paper, it is not anticipated that Madison will need to “fair” value any of the investments of the Target Allocation Funds. However, an underlying fund may need to “fair” value one or more of its investments, which may, in turn, require a Target Allocation Fund to do the same because of delays in obtaining the underlying fund’s NAV. The following fair valuation policy is followed by Madison with respect to the funds that it advises. It is anticipated that unaffiliated underlying funds will have a fair valuation policy that is similar and such policy will be described in the prospectus of the underlying fund, including an explanation of the circumstances under which fair value pricing will be used and the effects of using fair value pricing.
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 the Trust 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. The Trust cannot assure that a security or other portfolio investment can be sold at the fair value assigned to it at any time.
The securities held by the Government Money Market Fund are valued on the basis of amortized cost. This involves valuing an instrument at its cost and thereafter assuming a constant amortization of any discount or premium until the instrument’s maturity, rather than evaluating actual changes in the market value of the instrument. The Government Money Market Fund’s NAV is normally expected to be $1 per share.
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.

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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 the Trust. In unusual circumstances, a fund may temporarily suspend the processing of sell requests, or may postpone payment of proceeds for up to seven days or longer, as allowed by federal securities law.
Buy and Sell Prices. When you buy shares, you pay the NAV plus any applicable sales charges, as described earlier. When you sell shares, you receive the NAV minus any applicable contingent deferred sales charge (CDSC). 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 the Trust, as described in “Your Account - Purchasing Shares” and “Your Account - Selling Shares.”
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 . The Trust 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 Government Money Market 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 . The Trust 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 objective. 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 to shareholders 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, the Trust’s 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 the Trust 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 Government Money Market Fund ) should be aware that dilution caused by successful market timing by some shareholders is a risk borne by the remaining shareholders.

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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 the Trust.
Delegation to Certain Intermediaries . The Trust may rely on the short-term trading policies enforced by financial intermediaries if, in the discretion of the Trust’s 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 the Trust 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, the Trust 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. The Trust 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. The Trust is not responsible for any losses that may occur due to unauthorized access.
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, the Trust has elected to be governed by Rule 18f-1 under the Investment Company Act of 1940, as amended. 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.
Householding. To reduce shareholder service expenses, the Trust 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, the Trust 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, the Trust may sell your shares and mail the proceeds to you at your address of record.
Escheatment. Please be advised that certain state escheatment laws may require a Fund to turn over your mutual fund account to the state listed in your account registration as abandoned property unless you contact the Funds. Many states have added ‘’inactivity’‘ or the absence of customer initiated contact as a component of their rules and guidelines for the escheatment of unclaimed property. These states consider property to be abandoned when there is no shareholder initiated activity on an account for at least three (3) to five (5) years. Depending on the laws in your jurisdiction, customer initiated contact might be achieved by one of the following methods:
Send a letter to American Beacon Funds via the United States Post Office,
Speak to a Customer Service Representative on the phone after you go through a security verification process. For residents of certain states, contact cannot be made by phone but must be in writing or through the funds secure web application,
Access your account through the funds secure web application,
Cashing checks that are received and are made payable to the owner of the account.

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Shareholders that reside in the state of Texas may designate a representative to receive escheatment notifications by completing and submitting a designation form that can be found on the website of the Texas Comptroller. While the designated representative does not have any rights to claim or access the shareholder’s account or assets, the escheatment period will cease if the representative communicates knowledge of the shareholder’s location and confirms that the shareholder has not abandoned his or her property. If a shareholder designates a representative to receive escheatment notifications, any escheatment notices will be delivered both to the shareholder and the designated representative. The completed designation form may be mailed to Madison Funds, P.O. Box 8390, Boston, MA 02266-8390.
The Funds, the Manager, and the Transfer Agent will not be liable to shareholders or their representatives for good faith compliance with escheatment laws. To learn more about the escheatment rules for your particular state, please contact your attorney or State Treasurer’s and/or Controller’s Offices. If you do not hold your shares directly with a Fund, you should contact your broker-dealer, retirement plan, or other third party, intermediary regarding applicable state escheatment laws.
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.
Additional Investor Services
Depending on which share class you purchase, you may eligible to establish one or more of the additional account options described below. The minimums vary by share class.
Systematic Investment Program. You may set up regular investments from your financial institution account to purchase shares. You determine the frequency (no less than quarterly), day of the month, amount of your investments, and you may terminate the program at any time. Minimum investments per fund are $50 per month for Class A and C shares, $1,000 per month for Class Y shares (unless you qualify for a reduced investment minimum as described under the Share Class Availability and Investment Minimums section of this prospectus) and $50,000 per month for Class R6 shares. To take advantage of the systematic investment program, complete the appropriate parts of the new account application or, for an existing account, the account maintenance form. This program is not available for direct purchases of Class B shares.
Payroll Deduction/Direct Deposit Program. If your employer supports a payroll deduction program, you may set up regular investments from your payroll to purchase shares. You determine the frequency (no less than quarterly), day of the month, amount of your investments, and you may terminate the program at any time. Minimum investments may be as little as $25 per fund for Class A and C shares, $1,000 per month for Class Y shares (unless you qualify for a reduced investment minimum as described under the Share Class Availability and Investment Minimums section of this prospectus). To take advantage of the payroll deduction program, complete the Madison Funds’ Payroll Deduction/Direct Deposit Form. A new account application must accompany the form if you are opening a new account. This program is not available for direct purchases of Class B or Class R6 shares.
Systematic Withdrawal Program. If your account balance is at least $5,000 for Class A, B and C shares, $25,000 for Class Y shares and $500,000 for Class R6 shares, you may make systematic withdrawals from your account. You determine the frequency (no less than monthly), day of the month, amount of your withdrawals, and you may terminate the program at any time. All payees must be on the same payment schedule. On Class B and Class C share accounts, no CDSC will be charged on systematic withdrawals of no more than 12% of your account’s value annually. To take advantage of the systematic withdrawal program, complete the appropriate sections of the new account application or, for an existing account, the account maintenance form.
Systematic Exchange Program. If your account balance is at least $5,000 for Class A, B and C shares, $25,000 for Class Y shares and $500,000 for Class R6 shares, you may exchange your shares for the same class of shares of another fund under the systematic exchange program. Class A shares of the Government Money Market Fund may be exchanged for Class C, Y, and R6 shares of other Madison funds for dollar cost averaging purposes. Exchanges of Class A shares of the Government Money Market Fund initially purchased without a sales charge will be subject to the appropriate sales charge upon exchange into Class A shares of another fund (see “Your Account - Sales Charges and Fees”). For programs investing in Class B or Class C shares, for the purposes of computing the CDSC, the length of time you have owned your shares will be measured from the date of original purchase of the Class B shares or Class C shares, respectively, and will not be affected by any permitted exchange. You determine the frequency (no less than monthly), day of the month, amount of your exchanges, and you may terminate the program at any time. Each systematic exchange must be at least $50 per fund for Class A, B and C shares, $1,000 per month for Class Y shares (unless you qualify for a reduced investment minimum as described under the Share Class Availability and Investment Minimums section of this prospectus) and $50,000 per month for Class R6 shares. To take advantage of the systematic exchange program, complete the appropriate sections of the new account application or, for an existing account, the account maintenance form .
Automatic Account Rebalancing. If your Class A share account balance is at least $25,000, you may request automatic account rebalancing on a semi-annual or annual basis. You may select a model fund allocation that Madison Funds has defined, or you may build your own portfolio. To take advantage of the automatic rebalancing program, simply complete Madison Funds' Automatic Account Rebalancing Form or contact your financial adviser. A new account application must accompany the form if you are opening a new account.
Retirement Plans. Shares of the Trust 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.

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Distributions and Taxes
Schedule of Distributions. 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 daily and paid monthly: Government Money Market Fund .
Declared monthly and paid monthly: Tax-Free Virginia, Tax-Free National, Core Bond, Corporate Bond, High Income and Diversified Income Funds.
Declared quarterly and paid quarterly: Conservative Allocation, High Quality Bond, Covered Call & Equity Income and Dividend Income Funds.
Declared annually and paid annually: Moderate Allocation, Aggressive Allocation, Large Cap Value, Investors, Mid Cap, Small Cap, and International Stock 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 on the account application, your distribution payments will be reinvested on the payment date.  Alternatively, you can choose to have a check mailed to you for your distribution payments.  However, if, for any reason, the check is not deliverable, or you do not respond to mailings from Madison Funds with regard to uncashed distribution checks, your distribution payments may be reinvested and no interest will be paid on amounts represented by the check.  In addition, your distribution options may be automatically converted to having all dividends and other distributions reinvested in additional shares.
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, taxable 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 federal income tax rate applicable to long-term capital gains, and thus to qualified dividend income is 20%. 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 non-corporate 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 Moderate Allocation , Diversified Income, Covered Call & Equity Income and Dividend Income Funds are expected to be distributions of both net investment company taxable income and net capital gains. Fund distributions from the Aggressive Allocation, Large Cap Value , Investors, Mid Cap, Small Cap and International Stock Funds are expected to be primarily distributions of net capital gains, and fund distributions from the Conservative Allocation, Government Money Market, Tax-Free Virginia, Tax-Free National, High Quality Bond, Core Bond, Corporate Bond and High Income 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 the Trust generally will have similar tax consequences.
Tax-Free Funds. Distributions of tax-exempt interest 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 tax-exempt income attributable to the shareholder’s home state may be 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 the Trust with your correct Social Security Number or Taxpayer Identification Number and/or the Trust receives notification from the Internal Revenue Service requiring back-up withholding, the Trust is required by federal law to withhold federal income tax from your distributions and redemption proceeds, currently at a rate of 24% 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.


86



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, 2017, MIH, which was founded in 1974, and its affiliate organizations, including Madison, manages approximately $16.5 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 senior officers and portfolio managers of Madison.
Investment Advisory Agreement
As payment for its services as the investment adviser, Madison receives an investment advisory (or 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 1
 
Fund
Management Fee 1
Conservative Allocation
0.20%
 
High Income
0.55%
Moderate Allocation
0.20%
 
Diversified Income
0.65%
Aggressive Allocation
0.20%
 
Covered Call & Equity Income
0.85%
Government Money Market
 0.40% 2
 
Dividend Income
 0.75% 3
Tax-Free Virginia
0.50%
 
Large Cap Value
0.55%
Tax-Free National
0.40%
 
Investors
 0.75%
High Quality Bond
0.30%
 
Mid Cap
0.75%
Core Bond
0.50%
 
Small Cap
1.00%
Corporate Bond
0.40%
 
International Stock
1.05%
1 Except for the Target Allocation,Tax-Free Virginia, Tax-Free National, High Quality Bond, Corporate Bond, Covered Call & Equity Income and Dividend Income 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.
2  
Until at least February 27, 2019, Madison and the fund’s distributor, MFD Distributor, LLC (“MFD”), have agreed to waive fees and reimburse fund expenses, including management, service and 12b-1 fees, to the extent necessary to prevent a negative fund yield. Neither Madison nor MFD has 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 February 27, 2019. Madison does not have the right to recoup these waived fees.
A discussion regarding the basis for approval of the funds’ investment advisory contract by the Board of Trustees is contained in the funds’ annual report to shareholders for the period ended October 31, 2017.
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 1
 
Fund
Service Fee 1
Conservative Allocation
0.25%
 
High Income
0.20%
Moderate Allocation
0.25%
 
Diversified Income
0.20%
Aggressive Allocation
0.25%
 
Covered Call & Equity Income
0.15%
Government Money Market
0.15% 2
 
Dividend Income
0.35% 3
Tax-Free Virginia
0.35%
 
Large Cap Value
0.36%
Tax-Free National
0.35%
 
Investors
0.20%
High Quality Bond
0.19%
 
Mid Cap
0.40% 4
Core Bond
0.15%
 
Small Cap
0.25%
Corporate Bond
0.25%
 
International Stock
0.30%
1  
The annual service fee for Class R6 shares offered by a fund is 0.02%.
2  
Until at least February 27, 2019, Madison and the fund’s distributor, MFD, have agreed to waive fees and reimburse fund expenses, including management, service and 12b-1 fees, to the extent necessary to prevent a negative fund yield. Neither Madison nor MFD has the right to recoup these waived fees.
3 A portion of the fund’s annual service fee (0.05%) for Class Y shares is being waived by Madison until at least February 27, 2019. Madison does not have the right to recoup these waived fees.
4 The annual service fee for Class Y shares of the fund is 0.23%.
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

87



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 expenses 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. The Trust and Madison received an exemptive order from the SEC that permits the Board to appoint or change unaffiliated 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.
With regard to the funds discussed in this prospectus, Madison currently uses a subadviser for the Small Cap and International Stock Funds . A discussion regarding the basis for approval of the sub-advisory contracts for these funds can be found in the funds’ annual report to shareholders for the period ended October 31, 2017.

88



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 asset allocation, 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 the following funds, references to portfolio manager history include their historical management of the respective predecessor fund prior to its reorganization as a series of the Trust: Tax-Free Virginia, Tax-Free National, High Quality Bond, Corporate Bond, Dividend Income, Investors and Mid Cap Funds).
Target Allocation Funds . The Target Allocation Funds are co-managed by David Hottmann, CPA and CFA, and Patrick Ryan, CFA. Mr. Hottmann, Vice President and Portfolio Manager of Madison, has co-managed the funds since September 2009, which is when he joined Madison as a senior member of the firm’s asset allocation management team. Prior to joining the firm, Mr. Hottmann had been the Chief Investment Officer at ACS Johnson Investment Advisors, his employer since 1999. Mr. Ryan, Vice President and Portfolio Manager of Madison, has co-managed the funds since January 2008. Prior to joining Madison in July 2009, Mr. Ryan was a Senior Analyst at MEMBERS Capital Advisors, Inc. (“MCA”), the former investment adviser to the funds. While at MCA, Mr. Ryan had been responsible for conducting manager research and due diligence for MCA’s managed accounts products since 2004.
Tax-Free Virginia Fund. The Tax-Free Virginia Fund is co-managed by Mike Peters, CFA, and Jeffrey Matthias, 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. Matthias, Vice President and Portfolio Manager/Strategist of Madison, has co-managed the fund since February 2016. Prior to joining Madison in 2011, Mr. Matthias developed member society strategy at the CFA Institute and managed fixed income portfolios at American Family Insurance.
Tax-Free National Fund. The Tax-Free National Fund is co-managed by Mike Peters, CFA, and Jeffrey Matthias, CFA. Mr. Peters has served in this capacity since February 1997 and Mr. Matthias has served in this capacity since February 2016. Biographical information for Messrs. Peters and Matthias is provided above.
High Quality Bond Fund. The High Quality Bond Fund is co-managed by Paul Lefurgey, CFA, and Chris Nisbet, CFA. 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.
Core Bond Fund . The Core Bond Fund is co-managed by Paul Lefurgey, CFA, Greg Poplett, CFA, and Michael Sanders, CFA. Mr. Lefurgey, Chairman of the Executive Committee and Director of Fixed Income Investments of Madison, has co-managed the fund since July 2009. Prior to joining Madison in October 2005, Mr. Lefurgey was Vice President of MCA since 2003. Mr. Poplett, Vice President and Portfolio Manager of Madison, has co-managed the fund since June 2013, and has been a member of the fixed income team at Madison since 2004. Prior to that, he was employed by Voyageur Asset Management in Minneapolis, MN. Mr. Sanders , Vice President and Portfolio Manager, has co-managed the fund since September 2016. Mr. Sanders has been a member of the Madison fixed income team since 2013, and has worked in the financial services industry since 2004. Prior to joining Madison in 2013, he was a fixed income portfolio manager and analyst for Ziegler Lotsoff Capital Management focusing mainly on high yield bonds and preferred stocks.
Corporate Bond Fund. The Corporate Bond Fund is co-managed by Paul Lefurgey, CFA, and Allen Olson, CFA. 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.
High Income Fund. The High Income Fund is co-managed by Michael Sanders, CFA and Allen Olson, CFA. Mr. Sanders, Vice President and Portfolio Manager, has been a member of the Madison fixed income team since 2013, and has worked in the financial services industry since 2004. Prior to joining Madison in 2013, he was a fixed income portfolio manager and analyst for Ziegler Lotsoff Capital Management focusing mostly on high yield bonds and preferred stocks. Mr. Olson, Vice President and Portfolio Manager, has been a member of the Madison fixed income team since 2002, and has worked in the financial services industry since 1998. Prior to joining Madison, Mr. Olson worked as a fixed income credit analyst and portfolio manager for Clarica Insurance. Messrs. Sanders and Olson have served in this capacity since January 2016.
Diversified Income Fund . The Diversified Income Fund is co-managed by John Brown, CFA, Paul Lefurgey, CFA, Chris Nisbet, CFA and Drew Justman, CFA. Mr. Brown, Vice President and Portfolio Manager of Madison, has co-managed the equity portion of the fund since 1998. Prior to joining Madison in July 2009, Mr. Brown had been a Managing Director and Portfolio Manager-Equities of MCA since 1998. Mr. Lefurgey, whose biographical information is provided above, has co-managed the fixed income portion of the fund since April 2013. Mr. Nisbet, whose biographical information is provided above, has co-managed the fixed income portion of the fund since June 2013. Mr. Justman, Vice President and Portfolio Manager of Madison, has co-managed the equity portion of the fund since February 2015. Mr. Justman, who joined Madison in July 2005 as a research analyst, specializes in the materials and industrials sectors. Prior to joining Madison, Mr. Justman was with Merrill Lynch. Prior to February 2007, the fund was known as the Balanced Fund and was managed utilizing a different investment strategy than that used currently.

89



Covered Call & Equity Income Fund. The Covered Call & Equity Income Fund is co-managed by Ray DiBernardo, CFA, and Drew Justman, CFA. Mr. DiBernardo, Vice President and Portfolio Manager of Madison, has co-managed the fund since the fund's inception in October 2009. Prior to joining Madison in 2003, Mr. DiBernardo was employed at Concord Trust in Chicago, IL, as well as a Toronto-based international equity firm. Mr. Justman, Vice President and Portfolio Manager of Madison, has co-managed the fund since December 2016. Biographical information for Mr. Justman is provided above.
Dividend Income Fund. The Dividend Income Fund is co-managed by John Brown, CFA, and Drew Justman, CFA. Mr. Brown, whose biographical information is provided above, has co-managed the fund since March 2012. Mr. Justman, whose biographical information is provided above, has co-managed the fund since April 2013. Prior to March 2012, this fund was known as the Balanced Fund and was managed utilizing a different investment strategy than that used currently.
Large Cap Value Fund . The Large Cap Value Fund is co-managed by John Brown, CFA, and Drew Justman, CFA. Mr. Brown, whose biographical information is provided above, has co-managed the fund since July 2009. Mr. Justman, whose biographical information is provided above, has co-managed the fund since February 2014.
Investors Fund. The Investors Fund is co-managed by Matt Hayner, CFA, and Adam Sweet, CFA. Mr. Hayner, Vice President and Portfolio Manager of Madison, co-managed the fund from May 2008 until May 2010, and again since May 2012. Mr. Hayner has been a member of the Madison equity team since joining the firm in 2002. Mr. Sweet, Vice President and Associate Portfolio Manager of Madison, has co-managed the fund since December 2016. Mr. Sweet has been a member of the Madison equity team since joining the firm in July 2009, and has worked in the financial services industry since 2007.
Mid Cap Fund . The Mid Cap Fund is co-managed by Richard Eisinger and Haruki Toyama. Mr. Eisinger, Director of U.S. Equities and Portfolio Manager of Madison, has co-managed the fund since January 1998. Mr. Eisinger has served as portfolio manager on the U.S. Equity Team since 1998 with primary responsibility for management of the firm’s mid-cap equity portfolios since he joined the firm in 1998. He also serves as an equity analyst on the team. Mr. Toyama, Director of U.S. Equities and Portfolio Manager of Madison, has co-managed the fund since February 2015. Prior to re-joining Madison in 2014, he was co-founder and President of Marcus Asset Management in Milwaukee where he was portfolio manager of a long/short hedge fund. He was previously a member of Madison’s equity team from 2002-2004, and prior to that he served in portfolio management and analyst roles at MFS Investment Management and David L. Babson & Company.
Wellington Management Company LLP
Madison has delegated the day-to-day management of the Small Cap Fund to Wellington Management Company LLP (“Wellington Management”). Wellington Management is a Delaware limited liability partnership with principal offices at 280 Congress Street, Boston, Massachusetts 02210. Wellington Management is a professional investment counseling firm which provides investment services to investment companies, employee benefit plans, endowments, foundations and other institutions. Wellington Management and its predecessor organizations have provided investment advisory services for over 80 years. Wellington Management is owned by the partners of Wellington Management Group LLP, a Massachusetts limited liability partnership. As of December 31, 2017, Wellington Management had investment management authority with respect to approximately $1,080 billion in assets.
Small Cap Fund . The Small Cap Fund is managed by Timothy J. McCormack, CFA. Mr. McCormack, Senior Managing Director and Equity Portfolio Manager of Wellington Management, has served as the portfolio manager of the fund since July 2008, and has been involved in portfolio management and securities analysis for the fund since 2006. Mr. McCormack joined Wellington Management as an investment professional in 2000. Shaun F. Pedersen, Senior Managing Director and Equity Portfolio Manager of Wellington Management, has been involved in portfolio management and securities analysis for the fund since 2006. Mr. Pedersen joined Wellington Management as an investment professional in 2004.
Lazard Asset Management LLC
Madison has delegated the day-to-day management of the International Stock Fund to Lazard Asset Management LLC (“Lazard”), 30 Rockefeller Plaza, New York, New York 10112. Lazard began managing separate account international equity portfolios in 1985. Lazard is a subsidiary of Lazard Frères & Co. LLC (“LF & Co.”), a New York limited liability company. Lazard provides its institutional and private clients with a wide variety of investment banking, brokerage management and related services. LF & Co. established Lazard as its investment management division and registered it with the SEC as an investment adviser on May 1, 1970. Investment research is undertaken on a global basis utilizing the global investment team members worldwide. Net assets under management of Lazard were $2.224 billion as of December 31, 2017. Portfolio managers at Lazard manage multiple accounts for a diverse client base, including private clients, institutions and investment funds. Lazard manages all portfolios on a team basis. The team is involved at all levels of the investment process. This team approach allows for every portfolio manager to benefit from his or her peers, and for clients to receive the firm’s best thinking, not that of a single portfolio manager. Lazard manages all like-investment mandates against a model portfolio. Specific client objectives, guidelines or limitations then are applied against the model, and any necessary adjustments are made.

90



International Stock Fund . The International Stock Fund is co-managed by Michael Fry, Michael Bennett, CPA, Kevin Matthews, CFA, Michael Powers, and John Reinsberg. Michael Fry is a Managing Director and portfolio manager within Lazard Asset Management Limited in London. Prior to joining the firm in 2005, Mr. Fry held several positions at UBS Global Asset Management, including lead portfolio manager and Head of Global Equity Portfolio Management, Global Head of Equity Research and Head of Australian Equities. Mr. Fry began working in the investment field in 1987. Michael Bennett is a Managing Director of Lazard and a portfolio manager for various of Lazard's international and global equity teams. He began working in the investment field in 1987. Prior to joining Lazard in 1992, Mr. Bennett served as an international equity analyst with General Electric Investment Corporation. Previously he was with Keith Lippert Associates and Arthur Andersen & Company. Kevin Matthews is a Managing Director of Lazard and a portfolio manager/analyst for various of Lazard's international equity teams. Mr. Matthews was a research analyst with a background in financial, automotive, aerospace and capital goods sectors. He began working in the investment field in 2001 when he joined Lazard. Michael Powers is a Managing Director of Lazard and a portfolio manager for various of Lazard's international and global equity teams. He began working in the investment field in 1990 when he joined Lazard. Mr. Reinsberg, Deputy Chairman of Lazard, is responsible for international and global products. He also oversees the day-to-day operations of Lazard’s international equity investment team. He began working in the investment field in 1981. Prior to joining Lazard in 1992, Mr. Reinsberg served as Executive Vice President of General Electric Investment Corporation and Trustee of the General Electric Pension Trust. His other past affiliations include Jardine Matheson (Hong Kong) and Hill & Knowlton, Inc. Messrs. Reinsberg and Bennett have co-managed the fund since its inception; Mr. Fry joined the team in 2005; Mr. Powers joined the team in 2002; and Mr. Matthews joined the team in 2014.
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.

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FINANCIAL HIGHLIGHTS

The financial highlights tables that follow 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 derived from the funds’ financial statements and financial highlights which have been audited by an independent registered public accounting firm, whose reports, along with the funds’ financial statements and financial highlights, are incorporated by reference in the SAI and included in the funds’ annual reports, each of which is available upon request.
Deloitte & Touche LLP ("Deloitte") has audited the financial statements and financial highlights of the funds for all periods presented except that:
The financial statements and financial highlights of the following funds for fiscal years ended prior to 2013 were audited by another independent registered public account firm: High Quality Bond, Corporate Bond, Dividend Income, Investors, and Mid Cap Funds .


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Madison Funds |     October 31, 2017
Financial Highlights for a Share of Beneficial Interest Outstanding
 
CONSERVATIVE ALLOCATION FUND
 
CLASS A
 
CLASS B
 
CLASS C
 
Year Ended October 31,
 
Year Ended October 31,
 
Year Ended October 31,
 
2017
2016
2015
2014
2013
 
2017
2016
2015
2014
2013
 
2017
2016
2015
2014
2013
Net Asset Value at beginning of period
$
10.46

$
10.63

$
11.15

$
10.68

$
10.43

 
$
10.52

$
10.69

$
11.19

$
10.71

$
10.42

 
$
10.53

$
10.69

$
11.20

$
10.72

$
10.43

   Income from Investment Operations:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
     Net investment income 1
0.15

0.14

0.13

0.15

0.22

 
0.08

0.07

0.06

0.06

0.15

 
0.08

0.06

0.05

0.06

0.16

     Net realized and unrealized gain (loss) on investments
0.69

0.17

     –

0.50

0.48

 
0.69

0.16

(0.01
)
0.51

0.47

 
0.69

0.18

(0.01
)
0.51

0.46

          Total from investment operations
0.84

0.31

0.13

0.65

0.70

 
0.77

0.23

0.05

0.57

0.62

 
0.77

0.24

0.04

0.57

0.62

   Less Distributions:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net investment income
(0.18
)
(0.16
)
(0.17
)
(0.14
)
(0.45
)
 
(0.09
)
(0.08
)
(0.07
)
(0.05
)
(0.33
)
 
(0.09
)
(0.08
)
(0.07
)
(0.05
)
(0.33
)
Capital gains
(0.15
)
(0.32
)
(0.48
)
(0.04
)
     –

 
(0.15
)
(0.32
)
(0.48
)
(0.04
)
     –

 
(0.15
)
(0.32
)
(0.48
)
(0.04
)
     –

          Total distributions
(0.33
)
(0.48
)
(0.65
)
(0.18
)
(0.45
)
 
(0.24
)
(0.40
)
(0.55
)
(0.09
)
(0.33
)
 
(0.24
)
(0.40
)
(0.55
)
(0.09
)
(0.33
)
Net increase (decrease) in net asset value
0.51

(0.17
)
(0.52
)
0.47

0.25

 
0.53

(0.17
)
(0.50
)
0.48

0.29

 
0.53

(0.16
)
(0.51
)
0.48

0.29

Net Asset Value at end of period
$
10.97

$
10.46

$
10.63

$
11.15

$
10.68

 
$
11.05

$
10.52

$
10.69

$
11.19

$
10.71

 
$
11.06

$
10.53

$
10.69

$
11.20

$
10.72

Total Return (%) 2
8.25

3.10

1.17

6.13

6.90

 
7.47

2.27

0.44

5.41

6.05

 
7.46

2.37

0.34

5.41

6.05

Ratios/Supplemental Data:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net Assets at end of period (in 000’s)
$
45,005

$
43,752

$
46,039

$
44,438

$
42,353

 
$
8,119

$
9,175

$
10,064

$
11,393

$
11,569

 
$
20,960

$
20,225

$
19,694

$
18,948

$
16,787

Ratios of expenses to average net assets (%)
0.70

0.71

0.70

0.70

0.70

 
1.45

1.46

1.45

1.45

1.45

 
1.45

1.46

1.45

1.45

1.45

Ratio of net investment income to average net assets (%)
1.46

1.36

1.23

1.35

2.09

 
0.74

0.60

0.59

0.59

1.29

 
0.71

0.54

0.49

0.57

1.22

Portfolio turnover (%) 3
48

82

83

96

69

 
48

82

83

96

69

 
48

82

83

96

69

 
MODERATE ALLOCATION FUND
 
CLASS A
 
CLASS B
 
CLASS C
 
Year Ended October 31,
 
Year Ended October 31,
 
Year Ended October 31,
 
2017
2016
2015
2014
2013
 
2017
2016
2015
2014
2013
 
2017
2016
2015
2014
2013
Net Asset Value at beginning of period
$
11.18

$
11.62

$
12.27

$
11.50

$
10.35

 
$
11.05

$
11.52

$
12.19

$
11.43

$
10.29

 
$
11.06

$
11.53

$
12.20

$
11.44

$
10.30

   Income from Investment Operations:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net investment income 1
0.14

0.13

0.13

0.12

0.17

 
0.07

0.06

0.05

0.04

0.09

 
0.06

0.05

0.02

0.03

0.10

Net realized and unrealized gain on investments
1.35

0.18

0.04

0.80

1.23

 
1.33

0.16

0.04

0.78

1.23

 
1.34

0.17

0.07

0.79

1.22

        Total from investment operations
1.49

0.31

0.17

0.92

1.40

 
1.40

0.22

0.09

0.82

1.32

 
1.40

0.22

0.09

0.82

1.32

    Less Distributions:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net investment income
(0.15
)
(0.12
)
(0.17
)
(0.15
)
(0.25
)
 
(0.07
)
(0.06
)
(0.11
)
(0.06
)
(0.18
)
 
(0.07
)
(0.06
)
(0.11
)
(0.06
)
(0.18
)
Capital gains
(0.32
)
(0.63
)
(0.65
)
     –

     –

 
(0.32
)
(0.63
)
(0.65
)
     –

     –

 
(0.32
)
(0.63
)
(0.65
)
     –

     –

          Total distributions
(0.47
)
(0.75
)
(0.82
)
(0.15
)
(0.25
)
 
(0.39
)
(0.69
)
(0.76
)
(0.06
)
(0.18
)
 
(0.39
)
(0.69
)
(0.76
)
(0.06
)
(0.18
)
Net increase (decrease) in net asset value
1.02

(0.44
)
(0.65
)
0.77

1.15

 
1.01

(0.47
)
(0.67
)
0.76

1.14

 
1.01

(0.47
)
(0.67
)
0.76

1.14

Net Asset Value at end of period
$
12.20

$
11.18

$
11.62

$
12.27

$
11.50

 
$
12.06

$
11.05

$
11.52

$
12.19

$
11.43

 
$
12.07

$
11.06

$
11.53

$
12.20

$
11.44

Total Return (%) 2
13.88

2.95

1.44

8.03

13.87

 
13.07

2.15

0.72

7.18

12.98

 
13.06

2.15

0.72

7.17

12.97

Ratios/Supplemental Data:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net Assets at end of period (in 000’s)
$
115,586

$
104,276

$
107,043

$
109,148

$
104,849

 
$
23,101

$
25,440

$
29,451

$
33,235

$
33,070

 
$
9,625

$
9,100

$
9,506

$
8,238

$
7,347

Ratios of expenses to average net assets (%)
0.70

0.71

0.70

0.70

0.70

 
1.45

1.46

1.45

1.45

1.45

 
1.45

1.46

1.45

1.45

1.45

Ratio of net investment income to average net assets (%)
1.23

1.13

1.02

1.00

1.55

 
0.56

0.58

0.41

0.27

0.82

 
0.52

0.47

0.01

0.21

0.82

Portfolio turnover (%) 3
50

97

81

89

69

 
50

97

81

89

69

 
50

97

81

89

69

1  Net investment income (loss) calculated excluding permanent tax adjustments to undistributed net investment income.
2 Total return without applicable sales charge.
3  Portfolio turnover is calculated at the fund level and represents the entire fiscal year or period.










93



Madison Funds |     October 31, 2017
Financial Highlights for a Share of Beneficial Interest Outstanding
 
AGGRESSIVE ALLOCATION FUND
 
CLASS A
 
CLASS B
 
CLASS C
 
Year Ended October 31,
 
Year Ended October 31,
 
Year Ended October 31,
 
2017
2016
2015
2014
2013
 
2017
2016
2015
2014
2013
 
2017
2016
2015
2014
2013
Net Asset Value at beginning of period
$
11.12

$
11.87

$
12.81

$
11.72

$
10.01

 
$
10.83

$
11.65

$
12.61

$
11.59

$
9.89

 
$
10.84

$
11.66

$
12.62

$
11.60

$
9.90

   Income from Investment Operations:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
     Net investment income (loss) 1
0.13

0.12

0.11

0.09

0.12

 
0.02

0.06

0.03

0.00 4

0.04

 
0.02

0.05

0.02

(0.01
)
0.05

     Net realized and unrealized gain on investments
1.88

0.15

0.10

1.04

1.80

 
1.85

0.12

0.09

1.02

1.80

 
1.85

0.13

0.10

1.03

1.79

        Total from investment operations
2.01

0.27

0.21

1.13

1.92

 
1.87

0.18

0.12

1.02

1.84

 
1.87

0.18

0.12

1.02

1.84

   Less Distributions:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net investment income
(0.13
)
(0.10
)
(0.20
)
(0.04
)
(0.21
)
 
(0.06
)
(0.08
)
(0.13
)

(0.14
)
 
(0.06
)
(0.08
)
(0.13
)

(0.14
)
Capital gains
(0.29
)
(0.92
)
(0.95
)
     –

     –

 
(0.29
)
(0.92
)
(0.95
)
     –

     –

 
(0.29
)
(0.92
)
(0.95
)
     –

     –

        Total distributions
(0.42
)
(1.02
)
(1.15
)
(0.04
)
(0.21
)
 
(0.35
)
(1.00
)
(1.08
)

(0.14
)
 
(0.35
)
(1.00
)
(1.08
)

(0.14
)
Net increase (decrease) in net asset value
1.59

(0.75
)
(0.94
)
1.09

1.71

 
1.52

(0.82
)
(0.96
)
1.02

1.70

 
1.52

(0.82
)
(0.96
)
1.02

1.70

Net Asset Value at end of period
$
12.71

$
11.12

$
11.87

$
12.81

$
11.72

 
$
12.35

$
10.83

$
11.65

$
12.61

$
11.59

 
$
12.36

$
10.84

$
11.66

$
12.62

$
11.60

Total Return (%) 2
18.66

2.65

1.66

9.67

19.56

 
17.83

1.88

0.91

8.80

18.79

 
17.81

1.87

0.91

8.79

18.78

Ratios/Supplemental Data:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net Assets at end of period (in 000’s)
$
52,811

$
45,317

$
46,834

$
45,697

$
41,526

 
$
10,442

$
11,089

$
12,383

$
13,063

$
12,365

 
$
2,300

$
2,411

$
2,600

$
2,547

$
2,116

Ratios of expenses to average net assets (%)
0.70

0.71

0.70

0.70

0.70

 
1.45

1.46

1.45

1.45

1.45

 
1.45

1.46

1.45

1.45

1.45

Ratio of net investment income (loss) to average net assets (%)
1.02

1.04

0.81

0.73

1.02

 
0.35

0.56

0.21

(0.01
)
0.34

 
0.45

0.42

0.05

(0.09
)
0.10

Portfolio turnover (%) 3
45

98

72

78

67

 
45

98

72

78

67

 
45

98

72

78

67

 
GOVERNMENT MONEY MARKET FUND*
 
CLASS A
 
CLASS B
 
Year Ended October 31,
 
Year Ended October 31,
 
2017
2016
2015
2014
2013
 
2017
2016
2015
2014
2013
Net Asset Value at beginning of period
1.00

1.00

$
1.00

$
1.00

$
1.00

 
$1.00

$
1.00

$
1.00

$
1.00

$
1.00

  Income from Investment Operations:
 
 
 
 
 
 
 
 
 
 
 
     Net investment income 1
0.00 4

0.00 4

0.00 4

0.00 4

0.00 4

 
0.00 4

0.00 4

0.00 4

0.00 4

0.00 4

         Total from investment operations
0.00 4

0.00 4

0.00 4

0.00 4

0.00 4

 
0.00 4

0.00 4

0.00 4

0.00 4

0.00 4

Net increase in net asset value
0.00 4

0.00 4

0.00 4

0.00 4

0.00 4

 
0.00 4

0.00 4

0.00 4

0.00 4

0.00 4

Net Asset Value at end of period
$1.00

$
1.00

$
1.00

$
1.00

$
1.00

 
$1.00

$
1.00

$
1.00

$
1.00

$
1.00

Total Return (%) 2
0.21

0.00

0.00

0.00

0.00

 
0.01

0.00

0.00

0.00

0.00

Ratios/Supplemental Data:
 
 
 
 
 
 
 
 
 
 
 
Net Assets at end of period (in 000’s)
$
14,972

$
18,295

$
19,076

$
20,570

$
24,552

 
$
215

$
599

$
234

$
461

$
524

Ratios of expenses to average net assets:
 
 
 
 
 
 
 
 
 
 
 
   Before reimbursement of expenses by Adviser (%)
0.55

0.56

0.55

0.55

0.55

 
1.30

1.30

1.30

1.30

1.30

   After reimbursement of expenses by Adviser (%)
0.51 5

0.28 5

0.07 5

0.07 5

0.09 5

 
0.62 5

0.28 5

0.08 5

0.07 5

0.10 5

Ratio of net investment income (loss) to average net assets
 
 
 
 
 
 
 
 
 
 
 
   After reimbursement and waiver of expenses by Adviser (%)
0.20 5

0.00 5

0.00 5

0.00 5

(0.00) 5

 
0.01 5

0.00 5

0.00 5

0.00 5

0.00 5

*Prior to the close of business on February 29, 2016, the Fund was known as the Cash Reserves Fund.
1 Net investment income (loss) calculated excluding permanent tax adjustments to undistributed net investment income.
2  Total return without applicable sales charge.
3  Portfolio turnover is calculated at the fund level and represents the entire fiscal year or period.
4  Amounts represent less than $0.005 per share.
5  Ratio is net of fees waived by the adviser and distributor.

94



Madison Funds | October 31, 2017
Financial Highlights for a Share of Beneficial Interest Outstanding
 
TAX-FREE VIRGINIA FUND*
 
TAX-FREE NATIONAL FUND*
 
CLASS Y
 
CLASS Y
 
Year Ended October 31,
 
Year Ended Sept. 30,
 
Year Ended October 31,
 
Year Ended Sept. 30,
 
2017
2016
2015
 
2014
 
2013 6
 
 
2013
 
 
 
2017
2016
2015
 
2014
 
2013 6
 
 
2013
Net Asset Value   at beginning of period
$
11.67

$
11.61

$
11.70

 
$
11.54

 
$
11.50

 
 
$
12.24

 
 
 
$
11.10

$
11.01

$
11.08

 
$
10.73

 
$
10.70

 
 
$
11.44

Income from Investment Operations:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net investment income 1
0.24

0.25

0.28

 
0.30

 
0.03

 
 
0.32

 
 
 
0.25

0.26

0.27

 
0.29

 
0.03

 
 
0.32

Net realized and unrealized gain (loss) on investments
(0.16
)
0.10

(0.01
)
 
0.35

 
0.04

 
 
(0.65
)
 
 
 
(0.18
)
0.15

0.01

 
0.40

 
0.03

 
 
(0.66
)
Total from investment operations
0.08

0.35

0.27

 
0.65

 
0.07

 
 
(0.33
)
 
 
 
0.07

0.41

0.28

 
0.69

 
0.06

 
 
(0.34
)
Less Distributions:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net investment income
(0.24
)
(0.25
)
(0.28
)
 
(0.30
)
 
(0.03
)
 
 
(0.32
)
 
 
 
(0.25
)
(0.26
)
(0.27
)
 
(0.29
)
 
(0.03
)
 
 
(0.32
)
Capital gains
(0.02
)
(0.04
)
(0.08
)
 
(0.19
)
 
        

 
 
(0.09
)
 
 
 
(0.07
)
(0.06
)
(0.08
)
 
(0.05
)
 
        

 
 
(0.08
)
Total distributions
(0.26
)
(0.29
)
(0.36
)
 
(0.49
)
 
(0.03
)
 
 
(0.41
)
 
 
 
(0.32
)
(0.32
)
(0.35
)
 
(0.34
)
 
(0.03
)
 
 
(0.40
)
Net increase (decrease) in net asset value
(0.18
)
0.06

(0.09
)
 
0.16

 
0.04

 
 
(0.74
)
 
 
 
(0.25
)
0.09

(0.07
)
 
0.35

 
0.03

 
 
(0.74
)
Net Asset Value   at end of period
$
11.49

$
11.67

$
11.61

 
$
11.70

 
$
11.54

 
 
$
11.50

 
 
 
$
10.85

$
11.10

$
11.01

 
$
11.08

 
$
10.73

 
 
$
10.70

Total Return   (%) 2
0.68

3.01

2.36

 
5.82

 
0.57 4

 
 
(2.77
)
 
 
 
0.72

3.75

2.61

 
6.52

 
0.52 4

 
 
(3.03
)
Ratios/Supplemental Data:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net Assets at end of period (in 000’s)
$
21,866

$
22,350

$
22,659

 
$
23,100

 
$
23,408

 
 
$
23,215

 
 
 
$
25,294

$
27,333

$
27,744

 
$
28,415

 
$
27,805

 
 
$
28,328

Ratios of expenses to average net assets: (%)
0.85

0.86

0.85

 
0.85

 
0.85 5

 
 
0.85

 
 
 
0.75

0.79

0.85

 
0.85

 
0.85 5

 
 
0.85

Ratio of net investment income to average net assets (%)
2.06

2.12

2.45

 
2.63

 
2.58 5

 
 
2.71

 
 
 
2.30

2.27

2.44

 
2.65

 
2.79 5

 
 
2.92

Portfolio turnover (%) 3
8

12

12

 
16

 
4

 
 
14

 
 
 
6

9

15

 
30

 
6 4

 
 
24

 
HIGH QUALITY BOND FUND*
 
CLASS Y
 
Year Ended October 31,
 
Year Ended December 31,
 
2017
2016
2015
 
2014
 
2013 7
 
 
 
2012
 
 
Net Asset Value at beginning of period
$
11.06

$
11.04

$
11.04

 
$
11.07

 
$
11.21

 
 
 
$
11.15

 
 
Income from Investment Operations:
 
 
 
 
 
 
 
 
 
 
 
 
 
Net investment income 1
0.14

0.12

0.11

 
0.11

 
0.09

 
 
 
0.13

 
 
Net realized and unrealized gain (loss) on investments
(0.12
)
0.06

0.01

 
0.01

 
(0.13
)
 
 
 
0.10

 
 
Total from investment operations
0.02

0.18

0.12

 
0.12

 
(0.04
)
 
 
 
0.23

 
 
Less Distributions:
 
 
 
 
 
 
 
 
 
 
 
 
 
Net investment income
(0.14
)
(0.12
)
(0.11
)
 
(0.11
)
 
(0.08
)
 
 
 
(0.13
)
 
 
Capital gains
(0.01
)
(0.04
)
(0.01
)
 
(0.04
)
 
(0.02
)
 
 
 
(0.04
)
 
 
Total distributions
(0.15
)
(0.16
)
(0.12
)
 
(0.15
)
 
(0.10
)
 
 
 
(0.17
)
 
 
Net increase (decrease) in net asset value
(0.13
)
0.02


 
(0.03
)
 
(0.14
)
 
 
 
0.06

 
 
Net Asset Value at end of period
$
10.93

$
11.06

$
11.04

 
$
11.04

 
$
11.07

 
 
 
$
11.21

 
 
Total Return (%) 2
0.25

1.62

1.11

 
1.12

 
(0.35) 4

 
 
 
2.04

 
 
Ratios/Supplemental Data:
 
 
 
 
 
 
 
 
 
 
 
 
 
Net Assets at end of period (in 000’s)
$
100,536

$
105,807

$
102,552

 
$
118,082

 
$
132,688

 
 
 
$
109,694

 
 
Ratios of expenses to average net assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
Before reimbursement of expenses by Adviser (%)
0.49

0.50

0.49

 
0.49

 
0.49 5

 
 
 
0.49

 
 
After reimbursement of expenses by Adviser (%)
0.49

0.50

0.49

 
0.49

 
0.49 5

 
 
 

 
 
Ratio of net investment income to average net assets
 
 
 
 
 
 
 
 
 
 
 
 
 
After reimbursement of expenses by Adviser (%)
1.32

1.10

1.00

 
1.00

 
0.99 5

 
 
 
1.15

 
 
Portfolio turnover (%) 3
26

25

35

 
20

 
30 4

 
 
 
29

 
 
* The Financial Statements presented herein reflect the historical operating results of the Madison Mosaic Funds through April 19, 2013 . Effective after market close on this date, the Madison Mosaic Funds reorganized into the   Madison Funds.
1   Net investment income (loss) calculated excluding permanent tax adjustments to undistributed net investment income.
2   Total return without applicable sales charge.
3   Portfolio turnover is calculated at the fund level and represents the entire fiscal year or period.
4   Not annualized.
5   Annualized.
6   Effective at the close of business on April 19, 2013, the fiscal year end of the fund changed to October 31 . Disclosure represents 1 month of information .
7   Effective at the close of business on April 19, 2013, the fiscal year end of the fund changed to October 31 . Disclosure represents 10 months of information .

95



Madison Funds | October 31, 2017
Financial Highlights for a Share of Beneficial Interest Outstanding
 
CORE BOND
 
CLASS A
 
CLASS B
 
CLASS Y
 
Year Ended October 31,
 
Year Ended October 31,
 
Year Ended October 31,
 
2017
2016
2015
2014
2013
 
2017
2016
2015
2014
2013
 
2017
2016
2015
2014
2013
Net Asset Value at beginning of period
$
10.20

$
10.09

$
10.25

$
10.21

$
10.66

 
$
10.21

$
10.10

$
10.25

$
10.22

$
10.67

 
$
10.17

$
10.07

$
10.22

$
10.19

$
10.64

Income from Investment Operations:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net investment income 1
0.20

0.20

0.19

0.22

0.26

 
0.14

0.13

0.11

0.14

0.18

 
0.23

0.23

0.21

0.23

0.28

Net realized and unrealized gain (loss) on investments
(0.10
)
0.21

(0.05
)
0.09

(0.46
)
 
(0.12
)
0.21

(0.04
)
0.08

(0.46
)
 
(0.11
)
0.20

(0.04
)
0.09

(0.45
)
Total from investment operations
0.10

0.41

0.14

0.31

(0.20
)
 
0.02

0.34

0.07

0.22

(0.28
)
 
0.12

0.43

0.17

0.32

(0.17
)
Less Distributions:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net investment income
(0.22
)
(0.22
)
(0.21
)
(0.22
)
(0.25
)
 
(0.15
)
(0.15
)
(0.13
)
(0.14
)
(0.17
)
 
(0.25
)
(0.25
)
(0.23
)
(0.24
)
(0.28
)
Capital gains
(0.05
)
(0.08
)
(0.09
)
(0.05
)
        

 
(0.05
)
(0.08
)
(0.09
)
(0.05
)
        

 
(0.05
)
(0.08
)
(0.09
)
(0.05
)
        

Total distributions
(0.27
)
(0.30
)
(0.30
)
(0.27
)
(0.25
)
 
(0.20
)
(0.23
)
(0.22
)
(0.19
)
(0.17
)
 
(0.30
)
(0.33
)
(0.32
)
(0.29
)
(0.28
)
Net increase (decrease) in net asset value
(0.17
)
0.11

(0.16
)
0.04

(0.45
)
 
(0.18
)
0.11

(0.15
)
0.03

(0.45
)
 
(0.18
)
0.10

(0.15
)
0.03

(0.45
)
Net Asset Value at end of period
$
10.03

$
10.20

$
10.09

$
10.25

$
10.21

 
$
10.03

$
10.21

$
10.10

$
10.25

$
10.22

 
$
9.99

$
10.17

$
10.07

$
10.22

$
10.19

Total Return (%) 2
1.05

4.21

1.34

3.04

(1.92
)
 
0.20

3.43

0.69

2.18

(2.65
)
 
1.22

4.40

1.71

3.23

(1.65
)
Ratios/Supplemental Data:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net Assets at end of period (in 000’s)
$
33,738

$
34,325

$
32,823

$
33,973

$
40,104

 
$
2,004

$
2,575

$
2,929

$
3,445

$
4,433

 
$
170,169

$
178,046

$
186,414

$
187,790

$
109,247

Ratios of expenses to average net assets (%)
0.90

0.91

0.90

0.90

0.90

 
1.65

1.66

1.65

1.65

1.65

 
0.65

0.66

0.65

0.65

0.65

Ratio of net investment income to average net assets (%)
2.00

2.00

1.85

2.10

2.42

 
1.25

1.25

1.10

1.36

1.68

 
2.25

2.25

2.10

2.30

2.64

Portfolio turnover (%) 3
27

39

57

41

24

 
27

39

57

41

24

 
27

39

57

41

24

 
CORE BOND FUND
 
CORPORATE BOND FUND*
 
CLASS R6
 
CLASS Y
 
Year Ended October 31,
 
 
Inception to
10/31/13 6
 
Year Ended October 31,
 
Year Ended December 31,
 
2017
2016
2015
 
2014
 
 
2017
2016
2015
2014
 
2013 8
 
 
2012
 
 
Net Asset Value at beginning of period
$
10.21

$
10.09

$
10.24

 
$
10.20

 
 
$
10.53

 
$
11.69

$
11.34

$
11.49

$
11.27

 
$
11.67

 
 
$
11.27

 
 
Income from Investment Operations:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net investment income 1
0.24

0.24

0.23

 
0.20

 
 
0.14

 
0.33

0.33

0.29

0.25

 
0.19

 
 
0.24

 
 
Net realized and unrealized gain (loss) on investments
(0.10
)
0.21

(0.06
)
 
0.13

 
 
(0.34
)
 
        

0.39

(0.13
)
0.22

 
(0.38
)
 
 
0.39

 
 
Total from investment operations
0.14

0.45

0.17

 
0.33

 
 
(0.20
)
 
0.33

0.72

0.16

0.47

 
(0.19
)
 
 
0.63

 
 
Less Distributions:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net investment income
(0.25
)
(0.25
)
(0.23
)
 
(0.24
)
 
 
(0.13
)
 
(0.33
)
(0.33
)
(0.29
)
(0.25
)
 
(0.19
)
 
 
(0.23
)
 
 
Capital gains
(0.05
)
(0.08
)
(0.09
)
 
(0.05
)
 
 
        

 
(0.04
)
(0.04
)
(0.02
)
        

 
(0.02
)
 
 
(0.00) 7

 
 
Total distributions
(0.30
)
(0.33
)
(0.32
)
 
(0.29
)
 
 
(0.13
)
 
(0.37
)
(0.37
)
(0.31
)
(0.25
)
 
(0.21
)
 
 
(0.23
)
 
 
Net increase (decrease) in net asset value
(0.16
)
0.12

(0.15
)
 
0.04

 
 
(0.33
)
 
(0.04
)
0.35

(0.15
)
0.22

 
(0.40
)
 
 
0.40

 
 
Net Asset Value at end of period
$
10.05

$
10.21

$
10.09

 
$
10.24

 
 
$
10.20

 
$
11.65

$
11.69

$
11.34

$
11.49

 
$
11.27

 
 
$
11.67

 
 
Total Return (%) 2
1.41

4.59

1.71

 
3.32

 
 
(1.86) 4

 
2.97

6.45

1.40

4.21

 
(1.58) 4

 
 
5.72

 
 
Ratios/Supplemental Data:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net Assets at end of period (in 000’s)
$
1,802

$
1,876

$
1,693

 
$
10

 
 
$
10

 
$
21,773

$
23,846

$
23,545

$
27,010

 
$
19,743

 
 
$
19,813

 
 
Ratios of expenses to average net assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Before reimbursement of expenses by Adviser (%)
0.52

0.53

0.52

 
0.54

 
 
0.53 5

 
0.65

0.66

0.65

0.65

 
0.65 5

 
 
0.67

 
 
After reimbursement of expenses by Adviser (%)
0.52

0.53

0.52

 
0.54

 
 
0.53 5

 
0.65

0.66

0.65

0.65

 
0.65 5

 
 

 
 
Ratio of net investment income to average net assets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
After reimbursement of expenses by Adviser (%)
2.38

2.38

2.24

 
1.99

 
 
2.71 5

 
2.88

2.86

2.55

2.22

 
2.05 5

 
 
2.04

 
 
Portfolio turnover (%) 3
27

39

57

 
41

 
 
24 4

 
23

36

37

31

 
10 4

 
 
11

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
* The Financial Statements presented herein reflect the historical operating results of the Madison Mosaic Funds through April 19, 2013. Effective after market close on this date, the Madison Mosaic Funds reorganized into the Madison Funds.
1  Net investment income (loss) calculated excluding permanent tax adjustments to undistributed net investment income.
2  Total return without applicable sales charge.
3  Portfolio turnover is calculated at the fund level and represents the entire fiscal year or period.
4  Not annualized.
5  Annualized.
6  Commenced investment operations at the close of business on April 22, 2013.
7  Amounts represent less than $0.005 per share.
8 Effective at the close of business on April 19, 2013, the fiscal year end of the fund changed to October 31. Disclosure represents 10 months of information.

96



Madison Funds | October 31, 2017
Financial Highlights for a Share of Beneficial Interest Outstanding
 
HIGH INCOME FUND
 
CLASS A
 
CLASS B
 
CLASS Y
 
Year Ended October 31,
 
Year Ended October 31,
 
Year Ended October 31,
 
2017
2016
2015
2014
2013
 
2017
2016
2015
2014
2013
 
2017
2016
2015
2014
2013
Net Asset Value   at beginning of period
$
6.03

$
5.93

$
6.79

$
7.15

$
7.15

 
$
6.19

$
6.08

$
6.95

$
7.30

$
7.26

 
$
5.94

$
5.86

$
6.73

$
7.09

$
7.10

Income from Investment Operations:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net investment income 1
0.29

0.29

0.32

0.35

0.41

 
0.26

0.26

0.29

0.30

0.37

 
0.26

0.27

0.01

1.02

0.45

Net realized and unrealized gain (loss) on investments
0.16

0.10

(0.47
)
        

0.03

 
0.16

0.10

(0.50
)
        

0.03

 
0.21

0.13

(0.14
)
(0.65
)
0.01

Total from investment operations
0.45

0.39

(0.15
)
0.35

0.44

 
0.42

0.36

(0.21
)
0.30

0.40

 
0.47

0.40

(0.13
)
0.37

0.46

Less Distributions:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net investment income
(0.29
)
(0.29
)
(0.32
)
(0.36
)
(0.44
)
 
(0.24
)
(0.25
)
(0.27
)
(0.30
)
(0.36
)
 
(0.32
)
(0.32
)
(0.35
)
(0.38
)
(0.47
)
Capital gains
        

        

(0.39
)
(0.35
)
        

 
        

        

(0.39
)
(0.35
)
        

 
     

0.00 4

(0.39
)
(0.35
)
        

Total distributions
(0.29
)
(0.29
)
(0.71
)
(0.71
)
(0.44
)
 
(0.24
)
(0.25
)
(0.66
)
(0.65
)
(0.36
)
 
(0.32
)
(0.32
)
(0.74
)
(0.73
)
(0.47
)
Net increase (decrease) in net asset value
0.16

0.10

(0.86
)
(0.36
)
(0.00 )7

 
0.18

0.11

(0.87
)
(0.35
)
0.04

 
0.15

0.08

(0.87
)
(0.36
)
(0.01
)
Net Asset Value   at end of period
$
6.19

$
6.03

$
5.93

$
6.79

$
7.15

 
$
6.37

$
6.19

$
6.08

$
6.95

$
7.30

 
$
6.09

$
5.94

$
5.86

$
6.73

$
7.09

Total Return   (% )2
7.61

6.91

(2.29
)
5.20

6.29

 
6.92

6.07

(3.11
)
4.47

5.60

 
8.06

7.15

(2.00
)
5.59

6.68

Ratios/Supplemental Data:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net Assets at end of period (in 000’s)
$
21,298

$
21,403

$
23,155

$
28,596

$
28,530

 
$
1,505

$
1,651

$
1,685

$
2,267

$
2,566

 
$
797

$
712

$
644

$
388

$
17,449

Ratios of expenses to average net assets (%)
1.00

1.01

1.00

1.00

1.00

 
1.75

1.76

1.75

1.75

1.75

 
0.75

0.75

0.75

0.75

0.75

Ratio of net investment income to average net assets (%)
4.72

4.98

5.12

5.05

5.63

 
3.97

4.23

4.36

4.30

4.89

 
4.97

5.20

5.39

5.36

5.95

Portfolio turnover (%) 3
53

73

28

52

28

 
53

73

28

52

28

 
53

73

28

52

28

 
DIVERSIFIED INCOME FUND
 
CLASS A
 
CLASS B
 
CLASS C
 
Year Ended October 31,
 
Year Ended October 31,
 
Year Ended October 31,
 
 
2017
2016
2015
2014
2013
 
2017
2016
2015
2014
2013
 
2017
2016
2015
2014
2013
Net Asset Value at beginning of period
$
14.92

$
14.75

$
14.79

$
13.89

$
12.54

 
$
15.01

$
14.83

$
14.88

$
13.98

$
12.61

 
$
15.01

$
14.83

$
14.88

$
13.97

$
12.61

 
Income from Investment Operations:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net investment income 1
0.26

0.25

0.23

0.23

0.24

 
0.14

0.14

0.13

0.13

0.13

 
0.14

0.14

0.13

0.13

0.13

 
Net realized and unrealized gain (loss) on investments
1.56

0.52

(0.03
)
0.90

1.35

 
1.58

0.53

(0.04
)
0.90

1.37

 
1.57

0.53

(0.04
)
0.91

1.36

 
Total from investment operations
1.82

0.77

0.20

1.13

1.59

 
1.72

0.67

0.09

1.03

1.50

 
1.71

0.67

0.09

1.04

1.49

 
Less Distributions:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net investment income
(0.27
)
(0.26
)
(0.24
)
(0.23
)
(0.24
)
 
(0.15
)
(0.15
)
(0.14
)
(0.13
)
(0.13
)
 
(0.15
)
(0.15
)
(0.14
)
(0.13
)
(0.13
)
 
Capital gains
(0.54
)
(0.34
)
     

     

     

 
(0.54
)
(0.34
)
     

     

     

 
(0.54
)
(0.34
)
     

     

     

 
Total distributions
(0.81
)
(0.60
)
(0.24
)
(0.23
)
(0.24
)
 
(0.69
)
(0.49
)
(0.14
)
(0.13
)
(0.13
)
 
(0.69
)
(0.49
)
(0.14
)
(0.13
)
(0.13
)
 
Net increase (decrease) in net asset value
1.01

0.17

(0.04
)
0.90

1.35

 
1.03

0.18

(0.05
)
0.90

1.37

 
1.02

0.18

(0.05
)
0.91

1.36

 
Net Asset Value at end of period
$
15.93

$
14.92

$
14.75

$
14.79

$
13.89

 
$
16.04

$
15.01

$
14.83

$
14.88

$
13.98

 
$
16.03

$
15.01

$
14.83

$
14.88

$
13.97

 
Total Return (%) 2
12.57

5.38

1.39

8.22

12.76

 
11.79

4.63

0.58

7.37

11.99

 
11.72

4.63

0.64

7.38

11.91

 
Ratios/Supplemental Data:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net Assets at end of period (in 000’s)
$
137,863

$
128,208

$
121,026

$
119,364

$
105,521

 
$
12,702

$
13,293

$
13,442

$
14,378

$
14,297

 
$
15,103

$
13,498

$
12,766

$
11,545

$
6,732

 
Ratios of expenses to average net assets (%)
1.10

1.11

1.10

1.10

1.10

 
1.85

1.86

1.85

1.85

1.85

 
1.85

1.86

1.85

1.85

1.84

 
Ratio of net investment income to average net assets (%)
1.65

1.68

1.59

1.61

1.75

 
0.91

0.94

0.84

0.86

1.01

 
0.89

0.93

0.84

0.83

0.88

 
Portfolio turnover (%) 3
21

35

25

23

18

 
21

35

25

23

18

 
21

35

25

23

18

 
1   Net investment income (loss) calculated excluding permanent tax adjustments to undistributed net investment income.
2   Total return without applicable sales charge.
3   Portfolio turnover is calculated at the fund level and represents the entire fiscal year or period.
4 Amounts represent less than $0.005 per share.

97



Madison Funds | October 31, 2017
Financial Highlights for a Share of Beneficial Interest Outstanding
 
COVERED CALL & EQUITY INCOME FUND 1
 
CLASS A
 
CLASS C
 
CLASS Y
 
Year Ended October 31,
 
Year Ended October 31,
 
 
 
Year Ended October 31,
 
2017
2016
2015
2014
2013
 
2017
2016
2015
2014
2013
 
2017
2016
2015
2014
2013
Net Asset Value   at beginning of period
$
8.95

$
9.14

$
9.92

$
9.99

$
9.76

 
$
8.63

$
8.89

$
9.74

$
9.89

$
9.74

 
 
$
9.11

$
9.27

$
10.03

$
10.08

$
9.82

Income from Investment Operations:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net investment income (loss) 2
0.07

0.05

0.06

0.08

0.02

 
0.02

0.06

0.16

0.08

0.20

 
 
0.14

0.08

0.14

0.22

(0.28
)
Net realized and unrealized gain (loss) on investments
0.46

0.33

(0.06
)
0.77

1.12

 
0.42

0.24

(0.23
)
0.69

0.86

 
 
0.42

0.33

(0.12
)
0.67

1.45

Total from investment operations
0.53

0.38


0.85

1.14

 
0.44

0.30

(0.07
)
0.77

1.06

 
 
0.56

0.41

0.02

0.89

1.17

Less Distributions:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net investment income
(0.39
)
(0.41
)
(0.50
)
(0.60
)
(0.60
)
 
(0.39
)
(0.40
)
(0.50
)
(0.60
)
(0.60
)
 
 
(0.40
)
(0.41
)
(0.50
)
(0.62
)
(0.60
)
Capital gains
(0.21
)
(0.16
)
(0.28
)
(0.32
)
(0.31
)
 
(0.21
)
(0.16
)
(0.28
)
(0.32
)
(0.31
)
 
 
(0.21
)
(0.16
)
(0.28
)
(0.32
)
(0.31
)
Total distributions
(0.60
)
(0.57
)
(0.78
)
(0.92
)
(0.91
)
 
(0.60
)
(0.56
)
(0.78
)
(0.92
)
(0.91
)
 
 
(0.61
)
(0.57
)
(0.78
)
(0.94
)
(0.91
)
Net increase (decrease) in net asset value
(0.07
)
(0.19
)
(0.78
)
(0.07
)
0.23

 
(0.16
)
(0.26
)
(0.85
)
(0.15
)
0.15

 
 
(0.05
)
(0.16
)
(0.76
)
(0.05
)
0.26

Net Asset Value   at end of period
$
8.88

$
8.95

$
9.14

$
9.92

$
9.99

 
$
8.47

$
8.63

$
8.89

$
9.74

$
9.89

 
 
$
9.06

$
9.11

$
9.27

$
10.03

$
10.08

Total Return   (%) 3
5.97

4.29

(0.18
)
8.90

12.29

 
5.09

3.53

(0.83
)
8.01

11.44

 
 
6.15

4.63

0.13

9.08

12.60

Ratios/Supplemental Data:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net Assets at end of period (in 000’s)
$
16,773

$
18,252

$
16,042

$
11,373

$
7,559

 
$
13,299

$
13,519

$
9,287

$
4,805

$
2,258

 
 
$
95,640

$
71,241

$
60,916

$
43,891

$
29,307

Ratios of expenses to average net assets (%)
1.25

1.25

1.25

1.25

1.25

 
2.00

2.00

1.99

2.00

2.00

 
 
1.00

1.00

1.00

1.03

1.00

Ratio of net investment income (loss) to average net assets (%)
1.03

0.17

0.13

(0.30
)
(0.12
)
 
0.28

(0.58
)
(0.59
)
(1.07
)
(0.91
)
 
 
1.26

0.42

0.40

(0.03
)
0.14

Portfolio turnover (%) 6
166

135

107

139

100

 
166

135

107

139

100

 
 
166

135

107

139

100

 
COVERED CALL & EQUITY INCOME FUND 1
 
DIVIDEND INCOME FUND*
 
CLASS R6
 
CLASS Y
 
Year Ended October 31,
 
 
Year Ended October 31,
 
 
Year Ended December 31,
 
 
2017
2016
 
2015
 
2014
 
2013
 
2017
2016
2015
 
2014
 
2013 7
 
 
2012
 
Net Asset Value   at beginning of period
$
9.16

$
9.31

 
$
10.06

 
$
10.09

 
$
9.82

 
$
22.38

$
22.28

$
23.59

 
$
21.94

 
$
17.90

 
 
$
17.17

 
Income from Investment Operations:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net investment income 2
0.14

0.07

 
0.24

 
0.13

 
0.04

 
0.44

0.33

0.40

 
0.38

 
0.28

 
 
0.36

 
Net realized and unrealized gain (loss) on investments
0.44

0.35

 
(0.21
)
 
0.78

 
1.14

 
4.34

0.99

0.01

 
2.29

 
4.03

 
 
1.50

 
Total from investment operations
0.58

0.42

 
0.03

 
0.91

 
1.18

 
4.78

1.32

0.41

 
2.67

 
4.31

 
 
1.86

 
Less Distributions:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net investment income
(0.40
)
(0.41
)
 
(0.50
)
 
(0.62
)
 
(0.60
)
 
(0.44
)
(0.32
)
(0.38
)
 
(0.38
)
 
(0.27
)
 
 
(0.35
)
 
Capital gains
(0.21
)
(0.16
)
 
(0.28
)
 
(0.32
)
 
(0.31
)
 
(0.54
)
(0.90
)
(1.34
)
 
(0.64
)
 
        

 
 
(0.78
)
 
Total distributions
(0.61
)
(0.57
)
 
(0.78
)
 
(0.94
)
 
(0.91
)
 
(0.98
)
(1.22
)
(1.72
)
 
(1.02
)
 
(0.27
)
 
 
(1.13
)
 
Net increase (decrease) in net asset value
(0.03
)
(0.15
)
 
(0.75
)
 
(0.03
)
 
0.27

 
3.80

0.10

(1.31
)
 
1.65

 
4.04

 
 
0.73

 
Net Asset Value   at end of period
$
9.13

$
9.16

 
$
9.31

 
$
10.06

 
$
10.09

 
$
26.18

$
22.38

$
22.28

 
$
23.59

 
$
21.94

 
 
$
17.90

 
Total Return   (%) 3
6.34

4.72

 
0.23

 
9.29

 
12.75

 
21.85

6.16

1.76

 
12.42

 
24.18 4

 
 
10.86

 
Ratios/Supplemental Data:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net Assets at end of period (in 000’s)
$
2,531

$
3,110

 
$
2,826

 
$
152

 
$
116

 
$
107,411

$
102,402

$
20,925

 
$
21,518

 
$
18,658

 
 
$
13,263

 
Ratios of expenses to average net assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Before reimbursement of expenses by Adviser (%)
0.87

0.88

 
0.87

 
0.87

 
0.87

 
1.10

1.10

1.10

 
1.10

 
1.10 5

 
 
1.17

 
After reimbursement of expenses by Adviser (%)
0.87

0.88

 
0.87

 
0.87

 
0.87

 
0.95

0.95

0.95

 
0.95

 
0.95 5

 
 
1.09

 
Ratio of net investment income to average net assets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
After reimbursement of expenses by Adviser (%)
1.26

0.55

 
0.70

 
0.10

 
0.21

 
1.81

1.61

1.75

 
1.66

 
1.66 5

 
 
1.95

 
Portfolio turnover (%) 6
166

135

 
107

 
139

 
100

 
19

33

24

 
29

 
16 4

 
 
61

 
*   The Financial Statements presented herein reflect the historical operating results of the Madison Mosaic Funds through April 19, 2013 . Effective after market close on this date, the Madison Mosaic Funds reorganized into the   Madison Funds.
1   Prior to close of business on February 28, 2014, the Fund was known as the Equity Income Fund..
2   Net investment income (loss) calculated excluding permanent tax adjustments to undistributed net investment income.
3   Total return without applicable sales charge.
4   Not annualized.
5   Annualized.
6  Portfolio turnover is calculated at the fund level and represents the entire fiscal year or period.
7   Effective at the close of business on April 19, 2013, the fiscal year end of the fund changed to October 31 . Disclosure represents 10 months of information .

98



Madison Funds | October 31, 2017
Financial Highlights for a Share of Beneficial Interest Outstanding
 
LARGE CAP VALUE FUND
 
CLASS A
 
CLASS B
 
CLASS Y
 
Year Ended October 31,
 
Year Ended October 31,
 
Year Ended October 31,
 
2017
2016
2015
2014
2013
 
2017
2016
2015
2014
2013
 
2017
2016
2015
2014
2013
Net Asset Value at beginning of period
$
15.47

$
16.33

$
19.18

$
17.04

$
13.99

 
$
15.09

$
16.01

$
18.84

$
16.74

$
13.74

 
$
15.48

$
16.35

$
19.20

$
17.06

$
14.01

Income from Investment Operations:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net investment income (loss) 1
0.25

0.16

0.08

0.13

0.18

 
0.16

0.06

(0.05
)
0.04

0.12

 
0.37

0.26

0.14

0.19

0.19

Net realized and unrealized gain (loss) on investments
2.05

0.92

(0.10
)
2.15

3.07

 
1.98

0.88

(0.09
)
2.07

2.98

 
1.97

0.85

(0.11
)
2.14

3.10

Total from investment operations
2.30

1.08

(0.02
)
2.28

3.25

 
2.14

0.94

(0.14
)
2.11

3.10

 
2.34

1.11

0.03

2.33

3.29

Less Distributions:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net investment income
(0.18
)
(0.10
)
(0.14
)
(0.14
)
(0.20
)
 
(0.06
)
(0.02
)
(0.00) 6

(0.01
)
(0.10
)
 
(0.22
)
(0.14
)
(0.19
)
(0.19
)
(0.24
)
Capital gains
(2.07
)
(1.84
)
(2.69
)
        

        

 
(2.07
)
(1.84
)
(2.69
)
        

        

 
(2.07
)
(1.84
)
(2.69
)
        

        

Total distributions
(2.25
)
(1.94
)
(2.83
)
(0.14
)
(0.20
)
 
(2.13
)
(1.86
)
(2.69
)
(0.01
)
(0.10
)
 
(2.29
)
(1.98
)
(2.88
)
(0.19
)
(0.24
)
Net increase (decrease) in net asset value
0.05

(0.86
)
(2.85
)
2.14

3.05

 
0.01

(0.92
)
(2.83
)
2.10

3.00

 
0.05

(0.87
)
(2.85
)
2.14

3.05

Net Asset Value at end of period
$
15.52

$
15.47

$
16.33

$
19.18

$
17.04

 
$
15.10

$
15.09

$
16.01

$
18.84

$
16.74

 
$
15.53

$
15.48

$
16.35

$
19.20

$
17.06

Total Return (%) 2
16.36

7.16

(0.80
)
13.47

23.58

 
15.43

6.38

(1.49
)
12.61

22.69

 
16.60

7.44

(0.51
)
13.74

23.86

Ratios/Supplemental Data:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net Assets at end of period (in 000’s)
$
68,522

$
62,757

$
63,566

$
70,495

$
67,048

 
$
3,318

$
3,586

$
4,096

$
4,867

$
5,222

 
$
19,187

$
36,721

$
109,546

$
128,456

$
132,206

Ratios of expenses to average net assets (%)
1.16

1.17

1.16

1.16

1.16

 
1.91

1.92

1.91

1.91

1.91

 
0.91

0.92

0.91

0.91

0.91

Ratio of net investment income (loss) to average net assets (%)
1.65

1.02

0.47

0.69

1.12

 
0.88

0.27

(0.27
)
(0.06
)
0.40

 
1.74

1.33

0.73

0.92

1.33

Portfolio turnover (%) 3
86

74

97

85

33

 
86

74

97

85

33

 
86

74

97

85

33

 
 
INVESTORS FUND*
 
CLASS A
 
CLASS Y
 
CLASS R6
 
Year Ended October 31,
 
Inception
to
10/31/13 7
 
Year Ended October 31,
Year Ended December 31,
 
Year Ended October 31,
 
Inception
to
10/31/13 7
 
2017

2016

2015

2014

 
2017

2016

2015

2014

2013 8

2012

 
2017

2016

2015

2014

Net Asset Value at beginning of period
$
19.57

$
21.30

$
25.01

$
22.49

$
22.06

 
$
19.62

$
21.36

$
25.07

$
22.50

$
18.56

$
16.40

 
19.74

21.47

25.14

$
22.51

$
22.06

Income from Investment Operations:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net investment income (loss) 1
0.03

(0.00) 6,9

0.09

0.03


 
0.09

0.06 9

0.16

0.12

0.10

0.13

 
0.13

0.11 9

0.15

0.17


Net realized and unrealized gain (loss) on investments
4.23

1.18

1.06

3.18

0.43

 
4.24

1.17

1.05

3.15

3.94

2.17

 
4.26

1.17

1.10

3.16

0.45

Total from investment operations
4.26

1.18

1.15

3.21

0.43

 
4.33

1.23

1.21

3.27

4.04

2.30

 
4.39

1.28

1.25

3.33

0.45

Less Distributions:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net investment income

(0.12
)
(0.06
)
(0.01
)

 
(0.05
)
(0.18
)
(0.12
)
(0.02
)
(0.10
)
(0.14
)
 
(0.08
)
(0.22
)
(0.12
)
(0.02
)

Capital gains
(0.61
)
(2.79
)
(4.80
)
(0.68
)
        

 
(0.61
)
(2.79
)
(4.80
)
(0.68
)
        

        

 
(0.61
)
(2.79
)
(4.80
)
(0.68
)
        

Total distributions
(0.61
)
(2.91
)
(4.86
)
(0.69
)

 
(0.66
)
(2.97
)
(4.92
)
(0.70
)
(0.10
)
(0.14
)
 
(0.69
)
(3.01
)
(4.92
)
(0.70
)

Net increase (decrease) in net asset value
3.65

(1.73
)
(3.71
)
2.52

0.43

 
3.67

(1.74
)
(3.71
)
2.57

3.94

2.16

 
3.70

(1.73
)
(3.67
)
2.63

0.45

Net Asset Value at end of period
$
23.22

$
19.57

$
21.30

$
25.01

$
22.49

 
$
23.29

$
19.62

$
21.36

$
25.07

$
22.50

$
18.56

 
$
23.44

$
19.74

$
21.47

$
25.14

$
22.51

Total Return (%) 2
22.30

6.46

4.78

14.55

1.95 4

 
22.62

6.69

5.07

14.84

21.78 4

14.05

 
22.87

6.92

5.25

15.10

2.04 4

Ratios/Supplemental Data:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net Assets at end of period (in 000’s)
$
77,891

$
67,479

$
2,189

$
1,340

$
280

 
$
22,363

$
204,962

$
109,506

$
166,819

$
196,164

$
35,176

 
$
6,898

$
6,198

$
6,589

$
5,200

$
7,234

Ratios of expenses to average net assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Before reimbursement of expenses by Adviser (%)
1.20

1.20

1.31

1.28

1.20 5

 
0.95

0.98

1.06

1.02

1.04 5

1.05

 
0.77

0.77

0.73

0.69

0.65 5

After reimbursement of expenses by Adviser (%)
1.20

1.20

1.19

1.13

1.06 5

 
0.95

0.95

0.94

0.87

0.89 5

0.97

 
0.77

0.77

0.73

0.64

0.56 5

Ratio of net investment income to average net assets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
After reimbursement of expenses by Adviser (%)
0.14

(0.01
)
0.38

0.15

(0.22) 5

 
0.39

0.33

0.62

0.43

0.41 5

0.75

 
0.56

0.57

0.83

0.65

0.23 5

Portfolio turnover (%) 3
33

27

33

52

34 4

 
33

27

33

52

34 4

47

 
33

27

33

52

34 4

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
*   The Financial Statements presented herein reflect the historical operating results of the Madison Mosaic Funds through April 19, 2013 . Effective after market close on this date, the Madison Mosaic Funds reorganized into the   Madison Funds.
1   Net investment income (loss) calculated excluding permanent tax adjustments to undistributed net investment income.
2   Total return without applicable sales charge.
3   Portfolio turnover is calculated at the fund level and represents the entire fiscal year or period.
4   Not annualized.
5   Annualized.
6   Amounts represent less than $0.005 per share.
7   Class was launched on September 20, 2013.
8   Effective at the close of business on April 19, 2013, the fiscal year end of the fund changed to October 31 . Disclosure represents 10 months of information .
9 Per share net investment income has been calculated using the average shares outstanding during the period.

99



Madison Funds | October 31, 2017
Financial Highlights for a Share of Beneficial Interest Outstanding
 
MID CAP FUND*
 
CLASS A
 
CLASS B
 
Year Ended October 31,
 
Inception
to
10/31/13 1
 
Year Ended October 31,
Inception
to
10/31/13 1
 
2017
2016
2015
2014
 
2017
2016
2015
2014
Net Asset Value at beginning of period
$
8.34

$
8.59

$
9.78

$
9.48

 
$
8.41

 
$
7.04

$
7.38

$
8.69

$
8.55

$
7.62

Income from Investment Operations:
 
 
 
 
 
 
 
 
 
 
 
 
Net investment income (loss) 2
(0.05
)
(0.04
)
(0.06
)
(0.04
)
 
(0.03
)
 
(0.20
)
(0.14
)
(0.13
)
(0.14
)
(0.06
)
Net realized and unrealized gain on investments
1.46

0.29

0.61

1.01

 
1.10

 
1.32

0.30

0.56

0.95

0.99

Total from investment operations
1.41

0.25

0.55

0.97

 
1.07

 
1.12

0.16

0.43

0.81

0.93

Less Distributions:
 
 
 
 
 
 
 
 
 
 
 
 
Capital gains
(0.38
)
(0.50
)
(1.74
)
(0.67
)
 
        

 
(0.38
)
(0.50
)
(1.74
)
(0.67
)
        

Total distributions
(0.38
)
(0.50
)
(1.74
)
(0.67
)
 

 
(0.38
)
(0.50
)
(1.74
)
(0.67
)

Net increase (decrease) in net asset value
1.03

(0.25
)
(1.19
)
0.30

 
1.07

 
0.74

(0.34
)
(1.31
)
0.14

0.93

Net Asset Value at end of period
$
9.37

$
8.34

$
8.59

$
9.78

 
$
9.48

 
$
7.78

$
7.04

$
7.38

$
8.69

$
8.55

Total Return (%) 3
17.40

3.12

5.80

10.65

 
12.72 4

 
16.46

2.38

5.06

9.89

12.20 4

Ratios/Supplemental Data:
 
 
 
 
 
 
 
 
 
 
 
 
Net Assets at end of period (in 000’s)
$
59,175

$
52,482

$
54,000

$
57,117

 
$
56,578

 
$
2,550

$
2,832

$
3,401

$
4,235

$
5,476

Ratios of expenses to average net assets (%)
1.40

1.41

1.40

1.40

 
1.40 5

 
2.15

2.16

2.15

2.15

2.15 5

Ratio of net investment income (loss) to average net assets (%)
(0.53
)
(0.47
)
(0.72
)
(0.42
)
 
(0.64) 5

 
(1.28
)
(1.23
)
(1.47
)
(1.19
)
(1.39) 5

Portfolio turnover (%) 6
22

27

28

33

 
21 4

 
22

27

28

33

21 4

 
MID CAP FUND*
 
CLASS Y
 
CLASS R6
 
 
 
Year Ended October 31,
 
Year Ended 12/31/12 7
 
Year Ended October 31,
 
Year
Ended
12/31/12 7,9
 
2017
2016
2015
2014
2013 8
 
 
2017
2016
2015
2014
2013 8
 
Net Asset Value at beginning of period
$
8.64

$
8.85

$
10.00

$
9.66

$
8.31

 
$
7.45

 
$
8.77

$
8.95

$
10.06

$
9.68

$
8.30

 
$
7.42

Income from Investment Operations:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net investment income (loss) 2
(0.01
)
0.00 10

(0.04
)
(0.02
)
(0.02
)
 

 
0.01

0.02

(0.05
)
0.02

0.01

 
0.08

Net realized and unrealized gain on investments
1.51

0.29

0.63

1.03

2.11

 
1.17

 
1.54

0.30

0.68

1.03

2.11

 
1.12

Total from investment operations
1.50

0.29

0.59

1.01

2.09

 
1.17

 
1.55

0.32

0.63

1.05

2.12

 
1.20

Less Distributions:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net investment income





 

 





 
(0.01
)
Capital gains
(0.38
)
(0.50
)
(1.74
)
(0.67
)
(0.74
)
 
(0.31
)
 
(0.38
)
(0.50
)
(1.74
)
(0.67
)
(0.74
)
 
(0.31
)
Total distributions
(0.38
)
(0.50
)
(1.74
)
(0.67
)
(0.74
)
 
(0.31
)
 
(0.38
)
(0.50
)
(1.74
)
(0.67
)
(0.74
)
 
(0.32
)
Net increase (decrease) in net asset value
1.12

(0.21
)
(1.15
)
0.34

1.35

 
0.86

 
1.17

(0.18
)
(1.11
)
0.38

1.38

 
0.88

Net Asset Value at end of period
$
9.76

$
8.64

$
8.85

$
10.00

$
9.66

 
$
8.31

 
$
9.94

$
8.77

$
8.95

$
10.06

$
9.68

 
$
8.30

Total Return (%) 3
17.85

3.50

6.13

10.88

22.68 4

 
15.69

 
18.17

3.81

6.55

11.29

23.05 4

 
7.34 4

Ratios/Supplemental Data:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net Assets at end of period (in 000’s)
$
270,989

$
242,308

$
198,605

$
224,181

$
255,263

 
$
168,428

 
$
11,713

$
8,792

$
9,874

$
5,118

$
6,270

 
$
4,856

Ratios of expenses to average net assets (%)
0.98

1.08

1.15

1.15

1.15 5

 
1.20

 
0.77

0.78

0.77

0.77

0.77 5

 
0.76 5

Ratio of net investment income (loss) to average net assets (%)
(0.11
)
(0.14
)
(0.47
)
(0.17
)
(0.29) 5

 
0.00

 
0.10

0.16

(0.09
)
0.20

0.11 5

 
1.19 5

Portfolio turnover (%) 6
22

27

28

33

21 4

 
28

 
22

27

28

33

21 4

 
28 4

*   The Financial Statements presented herein reflect the historical operating results of the Madison Mosaic Funds through April 19, 2013 . Effective after market close on this date, the Madison Mosaic Funds reorganized into the   Madison Funds.
1   For accounting purposes, the Mid Cap Fund Class A & B are treated as having commenced investment operations at the close of business on April 19, 2013.
2   Net investment income (loss) calculated excluding permanent tax adjustments to undistributed net investment income.
3   Total return without applicable sales charge.
4   Not annualized.
5   Annualized.
6   Portfolio turnover is calculated at the fund level and represents the entire fiscal year or period.
7   The financial highlights prior to April 22, 2013 are those of the Madison Mosaic Mid Cap Fund, the accounting survivor of the reorganization of the Madison Mid Cap and Madison Mosaic Mid Cap Funds . The net asset   values and other per share information of the Madison Mosaic Mid Cap Fund have been restated by the conversion ratio of 1 . 5634 for Class Y shares and 1 . 5696 for Class R6 shares to reflect those of the legal survivor of the   reorganization, the Madison Mosaic Mid Cap Fund, which was renamed the Madison Mid Cap Fund after reorganization.
8   Effective at the close of business on April 19, 2013, the fiscal year end of the fund changed to October 31 . Disclosure represents 10 months of information .
9   Class was launched on February 29, 2012.
10 Amounts represent less than $0.005 per share.

100



Madison Funds | October 31, 2017
Financial Highlights for a Share of Beneficial Interest Outstanding
 
SMALL CAP FUND
 
CLASS A
 
CLASS B
 
CLASS Y
 
Year Ended October 31,
 
Year Ended October 31,
 
Year Ended October 31,
 
2017
2016
2015
2014
2013
 
2017
2016
2015
2014
2013
 
2017
2016
2015
2014
2013
Net Asset Value at beginning of period
$
14.58

$
14.98

$
15.21

$
14.87

$
11.81

 
$
13.75

$
14.25

$
14.58

$
14.38

$
11.45

 
$
14.63

$
15.03

$
15.26

$
14.88

$
11.82

Income from Investment Operations:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net investment income(loss) 1
0.11

0.04

0.02

0.06

0.02

 
(0.05
)
(0.10
)
(0.14
)
(0.05
)
(0.06
)
 
0.18

0.07

0.04

0.07

0.02

Net realized and unrealized gain on investments
2.79

0.11

0.58

0.88

3.68

 
2.67

0.13

0.60

0.85

3.56

 
2.78

0.10

0.60

0.91

3.71

Total from investment operations
2.90

0.15

0.60

0.94

3.70

 
2.62

0.03

0.46

0.80

3.50

 
2.96

0.17

0.64

0.98

3.73

Less Distributions:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net investment income
(0.02
)
(0.02
)
(0.04
)

(0.09
)
 




(0.02
)
 
(0.07
)
(0.04
)
(0.08
)
(0.00) 4

(0.12
)
Capital gains
(0.50
)
(0.53
)
(0.79
)
(0.60
)
(0.55
)
 
(0.50
)
(0.53
)
(0.79
)
(0.60
)
(0.55
)
 
(0.50
)
(0.53
)
(0.79
)
(0.60
)
(0.55
)
Total distributions
(0.52
)
(0.55
)
(0.83
)
(0.60
)
(0.64
)
 
(0.50
)
(0.53
)
(0.79
)
(0.60
)
(0.57
)
 
(0.57
)
(0.57
)
(0.87
)
(0.60
)
(0.67
)
Net increase (decrease) in net asset value
2.38

(0.40
)
(0.23
)
0.34

3.06

 
2.12

(0.50
)
(0.33
)
0.20

2.93

 
2.39

(0.40
)
(0.23
)
0.38

3.06

Net Asset Value at end of period
$
16.96

$
14.58

$
14.98

$
15.21

$
14.87

 
$
15.87

$
13.75

$
14.25

$
14.58

$
14.38

 
$
17.02

$
14.63

$
15.03

$
15.26

$
14.88

Total Return (%) 2
19.94

1.00

3.90

6.45

32.85

 
19.06

0.21

3.10

5.66

31.92

 
20.25

1.18

4.16

6.72

33.17

Ratios/Supplemental Data:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net Assets at end of period (in 000’s)
$
3,890

$
3,168

$
3,435

$
3,639

$
4,566

 
$
416

$
392

$
437

$
522

$
497

 
$
90,637

$
91,448

$
83,728

$
60,279

$
45,217

Ratios of expenses to average net assets (%)
1.50

1.51

1.50

1.50

1.50

 
2.25

2.26

2.25

2.25

2.25

 
1.25

1.26

1.25

1.25

1.25

Ratio of net investment income (loss) to average net assets (%)
0.68

0.24

0.09

0.35

0.14

 
(0.07
)
(0.51
)
(0.66
)
(0.40
)
(0.62
)
 
0.95

0.49

0.32

0.59

0.28

Portfolio turnover (%) 3
20

19

19

29

22

 
20

19

19

29

22

 
20

19

19

29

22


 
INTERNATIONAL STOCK FUND
 
CLASS A
 
CLASS B
 
CLASS Y
 
Year Ended October 31,
 
Year Ended October 31,
 
Year Ended October 31,
 
2017
2016
2015
2014
2013
 
2017
2016
2015
2014
2013
 
2017
2016
2015
2014
2013
Net Asset Value at beginning of period
$
12.03

$
12.99

$
13.20

$
13.16

$
10.81

 
$
11.73

$
12.68

$
12.89

$
12.87

$
10.58

 
$
12.05

$
13.00

$
13.22

$
13.18

$
10.82

Income from Investment Operations:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net investment income (loss) 1
0.10

0.12

0.12

0.16

0.13

 
0.00 4

0.03

0.03

0.10

0.07

 
0.34

0.14

(0.05
)
0.73

0.13

Net realized and unrealized gain (loss) on investments
2.01

(0.97
)
(0.02
)
(0.02
)
2.35

 
1.97

(0.95
)
(0.03
)
(0.06
)
2.28

 
1.82

(0.95
)
0.17

(0.56
)
2.38

Total from investment operations
2.11

(0.85
)
0.10

0.14

2.48

 
1.97

(0.92
)

0.04

2.35

 
2.16

(0.81
)
0.12

0.17

2.51

Less Distributions:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net investment income
(0.14
)
(0.11
)
(0.31
)
(0.10
)
(0.13
)
 
(0.07
)
(0.03
)
(0.21
)
(0.02
)
(0.06
)
 
(0.17
)
(0.14
)
(0.34
)
(0.13
)
(0.15
)
Total distributions
(0.14
)
(0.11
)
(0.31
)
(0.10
)
(0.13
)
 
(0.07
)
(0.03
)
(0.21
)
(0.02
)
(0.06
)
 
(0.17
)
(0.14
)
(0.34
)
(0.13
)
(0.15
)
Net increase (decrease) in net asset value
1.97

(0.96
)
(0.21
)
0.04

2.35

 
1.90

(0.95
)
(0.21
)
0.02

2.29

 
1.99

(0.95
)
(0.22
)
0.04

2.36

Net Asset Value at end of period
$
14.00

$
12.03

$
12.99

$
13.20

$
13.16

 
$
13.63

$
11.73

$
12.68

$
12.89

$
12.87

 
$
14.04

$
12.05

$
13.00

$
13.22

$
13.18

Total Return (%) 2
17.79

(6.60
)
0.83

1.09

23.11

 
16.89

(7.27
)
0.06

0.31

22.26

 
18.18

(6.40
)
1.09

1.29

23.44

Ratios/Supplemental Data:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net Assets at end of period (in 000’s)
$
20,520

$
18,573

$
21,072

$
23,012

$
24,571

 
$
1,195

$
1,288

$
1,692

$
2,061

$
2,946

 
$
10,098

$
15,398

$
15,566

$
7,938

$
34,634

Ratios of expenses to average net assets (%)
1.60

1.61

1.60

1.60

1.60

 
2.35

2.36

2.35

2.35

2.35

 
1.35

1.36

1.35

1.35

1.35

Ratio of net investment income to average net assets (%)
0.82

1.00

0.88

1.13

1.02

 
0.05

0.21

0.10

0.29

0.28

 
1.06

1.21

1.27

1.65

1.26

Portfolio turnover (%) 3
32

34

45

44

53

 
32

34

45

44

53

 
32

34

45

44

53

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1 Net investment income (loss) calculated excluding permanent tax adjustments to undistributed net investment income.
2 Total return without applicable sales charge.
3 Portfolio turnover is calculated at the fund level and represents the entire fiscal year or period.
4 Amounts represent less than $0.005 per share.



101



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 (other than the Government Money Market Fund ).
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 adviser 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 1-202-551-8090. 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. 20549-1520.


Madison Funds ®  
Post Office Box 8390
Boston, MA 02266-8390
1-800-877-6089
www.madisonfunds.com


Investment Company
File No. 811-08261








102



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
Madison Conservative Allocation Fund
MCNAX
MCNBX
MCOCX
N/A
N/A
Madison Moderate Allocation Fund
MMDAX
MMDRX
MMDCX
N/A
N/A
Madison Aggressive Allocation Fund
MAGSX
MAGBX
MAACX
N/A
N/A
Madison Government Money Market Fund
MFAXX
MFBXX
N/A
N/A
N/A
Madison Tax-Free Virginia Fund
N/A
N/A
N/A
GTVAX
N/A
Madison Tax-Free National Fund
N/A
N/A
N/A
GTFHX
N/A
Madison High Quality Bond Fund
N/A
N/A
N/A
MIIBX
N/A
Madison Core Bond Fund
MBOAX
MBOBX
N/A
MBOYX
MCBRX
Madison Corporate Bond Fund
N/A
N/A
N/A
COINX
N/A
Madison High Income Fund
MHNAX
MHNBX
N/A
MHNYX
N/A
Madison Diversified Income Fund
MBLAX
MBLNX
MBLCX
N/A
N/A
Madison Covered Call & Equity Income Fund
MENAX
N/A
MENCX
MENYX
MENRX
Madison Dividend Income Fund
N/A
N/A
N/A
BHBFX
N/A
Madison Large Cap Value Fund
MGWAX
MGWBX
N/A
MYLVX
N/A
Madison Investors Fund
MNVAX
N/A
N/A
MINVX
MNVRX
Madison Mid Cap Fund
MERAX
MERBX
N/A
GTSGX
MMCRX
Madison Small Cap Fund
MASVX
MBSVX
N/A
MYSVX
N/A
Madison International Stock Fund
MINAX
MINBX
N/A
MINYX
N/A
___________________________________________________________________________
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 prospectus (the “prospectus”) for Madison Funds (the “Trust”), which is referred to herein. The prospectus concisely sets forth information that a prospective investor should know before investing. For a copy of the Trust’s prospectus dated February 28, 2018, 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’ most recent annual report, 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’ most recent annual report to shareholders, please call the Trust at 1-800-877-6089 or visit our website at www.madisonfunds.com.

The date of this SAI is February 28, 2018.











TABLE OF CONTENTS
PAGE
 
 
GENERAL INFORMATION .................................................................................................
INVESTMENT PRACTICES ...............................................................................................
Lending Portfolio Securities ................................................................................
Restricted and Illiquid Securities .........................................................................
Foreign Transactions ..........................................................................................
Options on Securities and Securities Indices .....................................................
Futures Contracts and Options on Futures Contracts........................................
Swap Agreements ..............................................................................................
Bank Loans .........................................................................................................
Certain Bond Fund Practices ..............................................................................
Lower-Rated Corporate Debt Securities .............................................................
Foreign Government Debt Securities ..................................................................
Convertible Securities .........................................................................................
U.S. Government Securities ...............................................................................
Other Debt Securities ..........................................................................................
Mortgage-Backed (Mortgage Pass-Through) Securities .....................................
Other Securities Related to Mortgages ...............................................................
Municipal Securities ............................................................................................
Privately Arranged Loans and Participations ......................................................
Repurchase Agreements ....................................................................................
Reverse Repurchase Agreements ......................................................................
Forward Commitment and When-Issued Securities ............................................
Real Estate Investment Trusts ............................................................................
Exchange-Traded Funds.....................................................................................
Shares of Other Investment Companies .............................................................
Temporary Defensive Positions ..........................................................................
Definition of Market Capitalization......................................................................
Types of Investment Risk ....................................................................................
Higher-Risk Securities and Practices ..................................................................
FUND NAMES ....................................................................................................................
INVESTMENT LIMITATIONS ..............................................................................................
PORTFOLIO TURNOVER ..................................................................................................
MANAGEMENT OF THE TRUST .......................................................................................
Trustees and Officers ..........................................................................................
Trustee Compensatio n........................................................................................
Board Qualifications ............................................................................................
Board Committees ..............................................................................................
Leadership Structure of the Board ......................................................................
Trustees’ Holdings ...............................................................................................
PORTFOLIO MANAGEMENT .............................................................................................
Madison Asset Management, LLC ......................................................................
 
 
 
 

i



TABLE OF CONTENTS
PAGE
PORTFOLIO MANAGER S..................................................................................................
Madison Asset Management, LLC ......................................................................
Wellington Management Company LLP .............................................................
Lazard Asset Management LLC ..........................................................................
TRANSFER AGENT ............................................................................................................
CUSTODIAN .......................................................................................................................
DISTRIBUTION ..................................................................................................................
Principal Distributor and Distribution of Fund Shares .........................................
Distribution and Service Plans ............................................................................
BROKERAGE .....................................................................................................................
PROXY VOTING POLICIES, PROCEDURES AND RECORDS ........................................
SELECTIVE DISCLOSURE OF PORTFOLIO HOLDINGS ................................................
CODES OF ETHICS ...........................................................................................................
SHARES OF THE TRUST ..................................................................................................
Shares of Beneficial Interest ...............................................................................
Voting Rights .......................................................................................................
Limitation of Shareholder Liability .......................................................................
Limitation of Trustee and Officer Liability ............................................................
Limitation of Interseries Liability ..........................................................................
NET ASSET VALUE OF SHARES ......................................................................................
Government Money Market  Fu nd.......................................................................
Portfolio Valuation ...............................................................................................
DISTRIBUTIONS AND TAXES ...........................................................................................
Distributions ........................................................................................................
Federal Tax Status of the Funds .........................................................................
Shareholder Taxation ..........................................................................................
MORE ABOUT PURCHASING AND SELLING SHARES ...................................................
Minimum Investments .........................................................................................
Offering Price ......................................................................................................
Calculation of the Sales Charge .........................................................................
Sales Charge on Class A Shares ........................................................................
Sales Charge on Class B and Class C Shares ...................................................
Selling Shares....................................................................................................
In-Kind Redemptions ..........................................................................................
ADDITIONAL INVESTOR SERVICES ................................................................................
Systematic Investment Program .........................................................................
Systematic Withdrawal Program .........................................................................
Exchange Privilege and Systematic Exchange Program ....................................
Reinstatement or Reinvestment Privilege ...........................................................
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM .........................................
FINANCIAL STATEMENTS .................................................................................................
APPENDIX B – QUALITY RATINGS ..................................................................................
    
    


ii



GENERAL INFORMATION
The Trust 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: Conservative Allocation, Moderate Allocation and Aggressive Allocation Funds (collectively, the “Target Allocation Funds”) ; Government Money Market Fund (formerly the Cash Reserves Fund) ; Tax-Free Virginia and Tax-Free National Funds (collectively, the “Tax-Free Funds”) ; High Quality Bond, Core Bond, Corporate Bond, and High Income Funds (collectively, the “Income Funds”) ; Diversified Income, Covered Call & Equity Income, Dividend Income, Large Cap Value, Investors, Mid Cap, and Small Cap Funds (collectively, the “Equity Funds” ) and International Stock Fund.
The Trust 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 the Trust are governed by its Amended and Restated Declaration of Trust (the “Declaration of Trust”) and its Certificate of Trust (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 2013, the Trust was known as MEMBERS Mutual Funds.
INVESTMENT PRACTICES
The prospectus describes 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 prospectus.
Since each Target Allocation Fund will invest in shares of other investment companies, except as disclosed in the prospectus, 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 Government Money Market Fund , may lend portfolio securities. Loans will be made only in accordance with guidelines established by the Board of Trustees of the Trust (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, in the form of substitute payments which may not be as beneficial from a tax perspective to the fund than the actual interest or dividend payment, 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 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 Securities Act of 1933, as amended (the "1933 Act"), and are determined to be liquid by the Board of Trustees, or by Madison or a fund’s subadviser (collectively referred to herein as 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 determined to be liquid even though they are restricted.
Each fund may invest in illiquid securities up to the percentage limits described below in the “Higher-Risk Securities and Practices” section. 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 1933 Act.
For purposes of the limits on investment in restricted and illiquid securities, an "illiquid" security is a security that the Investment Adviser reasonably expects cannot be sold in current market conditions in seven calendar days without significantly changing the market value of the security.
Foreign Transactions
Foreign Securities. With the exception of the Government Money Market Fund and Tax-Free Funds , each fund may invest in foreign securities. Investing in foreign securities is a principal investment strategy of the International Stock Fund (refer to the prospectus for more information). The

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percentage limitations on each fund’s investment in foreign securities are set forth in the prospectus 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/or (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 Depositary Receipts (“ADRs”), European Depositary Receipts (“EDRs”) and Global Depositary Receipts (“GDRs”). With the exception of the Government Money Market Fund and Tax-Free Funds , each fund may invest in ADRs, 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.
Depositary receipts do not eliminate all the risk inherent in investing in the securities of foreign issuers. To the extent that a fund acquires depositary 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 depositary 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 depositary 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 depositary 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 Government Money Market Fund and Tax-Free Funds , may invest in securities of issuers located in countries with emerging economies and/or securities markets, often referred to as “emerging markets.” For this purpose, emerging markets are those not normally associated with generally recognized developed markets identified by industry observers such as S&P or MSCI. 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

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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.
Sovereign Debt. The Core Bond Fund may invest in sovereign debt, which may trade at a substantial discount from face value. The funds may hold and trade sovereign debt of emerging market countries in appropriate circumstances and participate in debt conversion programs. Emerging country sovereign debt involves a high degree of risk, is generally lower-quality debt, and is considered speculative in nature. The issuer or governmental authorities that control sovereign debt repayment (“sovereign debtors”) may be unable or unwilling to repay principal or interest when due in accordance with the terms of the debt. A sovereign debtor’s willingness or ability to repay principal and interest due in a timely manner may be affected by, among other factors, its cash flow situation, the extent of its foreign 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 towards the International Monetary Fund (the “IMF”) and the political constraints to which the sovereign debtor may be subject. Sovereign debtors may also be dependent on expected disbursements from foreign governments, multilateral agencies and others abroad to reduce principal and interest arrearage on their debt. The commitment of these third parties to make such disbursements may be conditioned on the sovereign debtor’s implementation of economic reforms or economic performance and the timely service of the debtor’s obligations. The sovereign debtor’s failure to meet these conditions may cause these third parties to cancel their commitments to provide funds to the sovereign debtor, which may further impair the debtor’s ability or willingness to timely service its debts. In certain instances, the International Growth Fund may invest in sovereign debt that is in default as to payments of principal or interest. Under these circumstances, the funds may incur additional expenses in connection with any restructuring of the issuer’s obligations or in otherwise enforcing its rights thereunder.
Supranational Entities. The Core Bond Fund may invest in securities issued by supranational entities, such as the International Bank for Reconstruction and Development (commonly called the “World Bank”), the Asian Development Bank and the Inter-American Development Bank. The governmental members of these supranational entities are “stockholders” that typically make capital contributions to support or promote such entities’ economic reconstruction or development activities and may be committed to make additional capital contributions if the entity is unable to repay its borrowings. A supranational entity’s lending activities may be limited to a percentage of its total capital, reserves and net income. There can be no assurance that the constituent governments will be able or willing to honor their commitments to those entities, with the result that the entity may be unable to pay interest or repay principal on its debt securities, and the fund may lose money on such investments. Obligations of a supranational entity that are denominated in foreign currencies will also be subject to the risks associated with investments in foreign currencies, as described in the section “Foreign Currency Transactions.”
Foreign Currency Transactions. Because investment in foreign issuers will usually involve currencies of foreign countries, and because each fund, except the Government Money Market 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

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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 Government Money Market 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 Government Money Market 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

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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 Government Money Market 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 Government Money Market 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 Covered Call & Equity Income Fund is to write covered call put options (see the prospectus 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 Government Money Market 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 Covered Call & 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 Government Money Market 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

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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 seven (7) 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 Government Money Market 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.

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Futures Contracts and Options on Futures Contracts
The Core Bond Fund may purchase and sell futures contracts and purchase and write options on futures contracts. The fund may purchase and sell futures contracts based on various securities (such as U.S. Government securities), securities indices, foreign currencies and other financial instruments and indices. The fund will engage in futures or related options transactions only for bona fide hedging purposes as defined below or for purposes of seeking to increase total returns to the extent permitted by regulations of the Commodity Futures Trading Commission (the “CFTC”), including applicable registration requirements. All futures contracts entered into by a fund are traded on U.S. exchanges or boards of trade that are licensed and regulated by the CFTC or on foreign exchanges.
Futures Contracts. A futures contract may generally be described as an agreement between two parties to buy and sell particular financial instruments for an agreed price during a designated month (or to deliver the final cash settlement price, in the case of a contract relating to an index or otherwise not calling for physical delivery at the end of trading in the contract).
When interest rates are rising or securities prices are falling, a fund can seek through the sale of futures contracts to offset a decline in the value of its current portfolio securities. When rates are falling or prices are rising, a fund, through the purchase of futures contracts, can attempt to secure better rates or prices than might later be available in the market when it effects anticipated purchases. Similarly, a fund can sell futures contracts on a specified currency to protect against a decline in the value of such currency and its portfolio securities which are denominated in such currency. Funds can purchase futures contracts on foreign currency to fix the price in U.S. dollars of a security denominated in such currency that such fund has acquired or expects to acquire.
Positions taken in the futures markets are not normally held to maturity, but are instead liquidated through offsetting transactions which may result in a profit or a loss. While a fund’s futures contracts on securities or currency will usually be liquidated in this manner, it may instead make or take delivery of the underlying securities or currency whenever it appears economically advantageous for the fund to do so. A clearing corporation (associated with the exchange on which futures on a security or currency are traded) guarantees that, if still open, the sale or purchase will be performed on the settlement date.
Hedging Strategies. Hedging by use of futures contracts seeks to establish more certainty of (than would otherwise be possible) the effective price, rate of return or currency exchange rate on securities that the fund owns or proposes to acquire. The fund may, for example, take a “short” position in the futures market by selling futures contracts in order to hedge against an anticipated rise in interest rates or a decline in market prices or foreign currency rates that would adversely affect the U.S. dollar value of the fund’s portfolio securities. Such futures contracts may include contracts for the future delivery of securities held by a fund or securities with characteristics similar to those of the fund’s portfolio securities. Similarly, the fund may sell futures contracts on a currency in which its portfolio securities are denominated or in one currency to hedge against fluctuations in the value of securities denominated in a different currency if there is an established historical pattern of correlation between the two currencies.
If, in the opinion of the Investment Adviser, there is a sufficient degree of correlation between price trends for the fund’s portfolio securities and futures contracts based on other financial instruments, securities indices or other indices, the fund may also enter into such futures contracts as part of its hedging strategy. Although under some circumstances prices of securities in the fund’s portfolio may be more or less volatile than prices of such futures contracts, the Investment Adviser will attempt to estimate the extent of this difference in volatility based on historical patterns and to compensate for it by having the fund enter into a greater or lesser number of futures contracts or by attempting to achieve only a partial hedge against price changes affecting the fund’s securities portfolio. When hedging of this character is successful, any depreciation in the value of portfolio securities will substantially be offset by appreciation in the value of the futures position. On the other hand, any unanticipated appreciation in the value of the fund’s portfolio securities would be substantially offset by a decline in the value of the futures position.
On other occasions, the fund may take a “long” position by purchasing such futures contracts. This would be done, for example, when the fund anticipates the subsequent purchase of particular securities when it has the necessary cash, but expects the prices or currency exchange rates then available in the applicable market to be less favorable than prices or rates that are currently available.
Options on Futures Contracts. The acquisition of put and call options on futures contracts will give the fund the right (but not the obligation) for a specified price, to sell or to purchase, respectively, the underlying futures contract at any time during the option period. As the purchaser of an option on a futures contract, the fund obtains the benefit of the futures position if prices move in a favorable direction but limits its risk of loss in the event of an unfavorable price movement to the loss of the premium and transaction costs.
The writing of a call option on a futures contract generates a premium which may partially offset a decline in the value of the fund’s assets. By writing a call option, the fund becomes obligated, in exchange for the premium, to sell a futures contract which may have a value higher than the exercise price. Conversely, the writing of a put option on a futures contract generates a premium, which may partially offset an increase in the price of securities that the fund intends to purchase. However, the fund becomes obligated to purchase a futures contract, which may have a value lower than the exercise price. Thus, the loss incurred by the fund in writing options on futures is potentially unlimited and may exceed the amount of the premium received. The fund will incur transaction costs in connection with the writing of options on futures.
The holder or writer of an option on a futures contract may terminate its position by selling or purchasing an offsetting option on the same series. There is no guarantee that such closing transactions can be effected. The fund’s ability to establish and close out positions on such options will be subject to the development and maintenance of a liquid market.
Other Considerations. Where permitted, the fund will engage in futures transactions and in related options transactions for hedging purposes or to seek to increase total return. The fund will determine that the price fluctuations in the futures contracts and options on futures used for hedging

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purposes are substantially related to price fluctuations in securities held by the fund or which it expects to purchase. Except as stated below, each fund’s futures transactions will be entered into for traditional hedging purposes, that is to say , futures contracts will be used to protect against a decline in the price of securities (or the currency in which they are denominated) that the fund owns, or futures contracts will be purchased to protect the fund against an increase in the price of securities (or the currency in which they are denominated) it intends to purchase. As evidence of this hedging intent, the fund expects that on most of the occasions on which it takes a long futures or option position (involving the purchase of a futures contract), the fund will have purchased, or will be in the process of purchasing equivalent amounts of related securities (or assets denominated in the related currency) in the cash market at the time when the futures or option position is closed out. However, in particular cases, when it is economically advantageous for a fund to do so, a long futures position may be terminated or an option may expire without the corresponding purchase of securities or other assets.
The CFTC, a federal agency, regulates trading activity in futures contracts and related options contracts pursuant to the Commodity Exchange Act, as amended (the “CEA”). The CFTC requires the registration of a commodity pool operator (“CPO”), which is defined as any person engaged in a business which is of the nature of an investment trust, syndicate or a similar form of enterprise, and who, in connection therewith, solicits, accepts or receives from others funds, securities or property for the purpose of trading in a commodity for future delivery on or subject to the rules of any contract market. The CFTC has adopted Rule 4.5, which provides an exclusion from the definition of commodity pool operator for any registered investment company which files a notice of eligibility. The Core Bond Fund , which may invest in futures transactions and related options transactions, has filed a notice of eligibility claiming exclusion from the status of CPO and, therefore, is not subject to registration or regulation as a CPO under the CEA. Prior to engaging in such transactions, should the eligibility for continuing the claim of exclusion no longer be available, the fund may be subject to registration or regulation as a CPO if no other exclusion from these requirements are then available.
As permitted, the fund will engage in transactions in futures contracts and in related options transactions only to the extent such transactions are consistent with the requirements of the Internal Revenue Code of 1986, as amended (the “Code”), for maintaining its qualification as a regulated investment company for federal income tax purposes (see the “Distributions and Taxes” section, below).
Transactions in futures contracts and options on futures involve brokerage costs, require margin deposits and, in the case of contracts and options obligating a fund to purchase securities or currencies, require the fund to segregate with its custodian cash or liquid securities in an amount equal to the underlying value of such contracts and options.
While transactions in futures contracts and options on futures may reduce certain risks, such transactions themselves entail certain other risks. Thus, unanticipated changes in interest rates, securities prices or currency exchange rates may result in a poorer overall performance for the fund than if it had not entered into any futures contracts or options transactions. In the event of an imperfect correlation between a futures position and portfolio position which is intended to be protected, the desired protection may not be obtained and the fund may be exposed to risk of loss.
Perfect correlation between the fund’s futures positions and portfolio positions may be difficult to achieve. The only futures contracts available to hedge a fund’s portfolio are various futures on U.S. Government securities, securities indices and foreign currencies. In addition, it is not possible for a fund to hedge fully or perfectly against currency fluctuations affecting the value of securities denominated in foreign currencies because the value of such securities is likely to fluctuate as a result of independent factors not related to currency fluctuations.
Swap Agreements
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

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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 funds expect to achieve an acceptable degree of correlation between their portfolio investments and their 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, the Trust 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 Investment Company Act of 1940, as amended (the "1940 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.
In recent years, the SEC and the CFTC 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.

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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 prospectus, 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 Government Money Market Fund, Tax-Free Funds , 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). See Appendix B for more information.
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.

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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
Each fund, except the Government Money Market 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 Government Money Market Fund , may 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”).

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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

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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 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 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

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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. In addition, the Income Funds may, from time to time, invest in municipal bonds. 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.

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How are Municipal Securities Classified by Purpose? Municipal securities are usually classified as either “general obligation,” “revenue” or “industrial development.”
a.
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.
b.
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.
c.
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.
a.
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.
c.
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 canceled; (2) what assurance there is that the assets represented by the lease can be sold; (3) the strength

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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) . According to the Bureau of Economic Analysis, over 70% of Virginia’s gross state product is based on the following industries: government, real estate/rental/leasing, professional/scientific/management services, manufacturing, health care, retail trade and finance/insurance. Because of its proximity to Washington, DC, Virginia’s economy has been more sensitive than other states to federal spending reductions. Although Virginia has recovered from the initial implementation of sequestration, state revenue growth has remained soft, suggesting a broader and longer lasting change in the state's economy.
The Commonwealth of Virginia reported in its 2017 Comprehensive Annual Financial Report (CAFR) that the state experienced continued slow improvement in its economy. The pace of employment growth slowed slightly and the unemployment rate eased. Personal income and taxable sales growth were also slowed modestly. The Virginia housing market showed improvement with home sales accelerating, housing price appreciation stabilizing, and building permit issuance turning more positive. According to most available economic indicators, the state continued its recent pattern of lagging the nation.
Because of its heavy reliance on federal government spending, the state faces some economic uncertainty going into the next fiscal year due to the unknown status of federal budget sequestration caps and the potential for congressional disagreements over raising the debt limit and reauthorizing the budget that could trigger partial government shutdowns. Other challenges may arise from changes in the national macroeconomic climate due to anticipated Federal Reserve rate increases, a strengthening dollar, and a global economy expanding at a moderate pace. On the other hand, the national economic recovery is supported by healthy consumer spending and an improved housing market that should form the basis of continued moderate national economic growth.
The Bureau of Labor Statistics reported that as of June 30, 2017, Virginia experienced its seventh consecutive year of employment growth. The unemployment rate declined 0.1% from 4.1% in 2016 to 4% in 2017. This compares to a national unemployment rate of 4.7%. Virginia considers 4% to be full-employment.
According to Standard and Poor’s Ratings Services, Virginia has a manageable debt burden with low debt service carrying charges. As of June 30, 2017, the Commonwealth CAFR reported total debt of $45.2 billion, an increase of $2.4 billion or 5.5%. During the fiscal year, the Commonwealth issued new debt in the amount of $1.1 billion for the primary government and $5.3 billion for the component units. Payout of general obligation debt is rapid, with approximately 50% of tax supported debt retired in 10 years. Debt ratios are moderated, with overall general obligation net debt per capita of $1,386 for all tax supported debt. Total tax supported debt to personal income was also moderate at 2.3% and 2.5% as a percentage of state GDP.
As of the date of this SAI, bonds representing general obligations of the commonwealth of Virginia carry ratings of AAA with a negative outlook by Standard & Poor’s (“S&P”) and Aaa with a stable outlook by Moody’s.
S&P’s negative outlook reflects the commonwealth’s strong and diverse economy, although growth rates have slowed in recent years due to the effects of federal sequestration; strong financial policies and practices; long history of proactive and conservative financial management despite structural misalignment over the past and current biennium; and moderate debt levels that are expected to remain so base on the commonwealth’s debt capacity model.  Should the federal reductions be so large or have such a disproportionate effect on Virginia's economy as to undermine its revenue performance, and if the commonwealth is unable to make sufficient adjustments to structurally balance its budget, the rating could be negatively pressured.  Failure to structurally balance its budget while significantly depleting its available

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reserves could weaken the commonwealth's ability to respond to economic and financial downturns and could be an indication of weaker credit quality.
Moody’s stable outlook dates back to July 2013 when the rating agency affirmed Virginia’s AAA rating and moved the rating outlook to stable (previously negative). Moody’s current outlook takes into account the commonwealth’s faltering revenue performance that has recently begun to improve. The commonwealth’s strong governance and financial management structure enable it to manage economic slowdowns well.
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.
The Trust has established a procedure providing that the securities serving as collateral for each repurchase agreement must be delivered to the Trust’s 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 the Trust’s 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.

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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 Government Money Market 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 Code. A fund will indirectly bear its proportionate share of any expenses paid by REITs in which it invests in addition to the expenses directly 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 1940 Act. REITs (especially mortgage REITS) are also subject to interest rate risk.
Exchange-Traded Funds
Each fund, except the Government Money Market 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.
The Trust, 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 shareholder of another investment company, a fund would bear, along with other shareholders, 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 shareholders 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 Government Money Market 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).

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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.
Definition of Market Capitalization
Market capitalization is the value of a corporation determined by multiplying total outstanding shares by the current market price. Total outstanding shares include common stock, non-restricted exchangeable shares and partnership units/membership interests where applicable. Exchangeable shares are shares which may be exchanged at any time, at the holder’s option, on a one-for-one basis for common stock. Membership or partnership units/interests represent an economic interest in a limited liability company or limited partnership. Market capitalization does not include preferred or convertible preferred stock, participating preferred stock, restricted or redeemable shares, warrants, rights or trust receipts.
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.
Cybersecurity Risk. The risks associated with computer systems, networks and devices to carry out routine business operations. These systems, networks and devices employ a variety of protections that are designed to prevent cyberattacks. Despite the various cyber protections utilized by the funds, the Investment Adviser, the funds’ Subadvisers, and other service providers, their systems, networks, or devices could potentially be breached. The funds, their shareholders, and the Investment Adviser could be negatively impacted as a result of a cybersecurity breach. The funds cannot control the cybersecurity plans and systems put in place by service providers or any other third parties whose operations may affect the funds.
Derivatives Risk. The risk that loss may result from investments in options, forwards, futures, swaps and other derivatives instruments. These instruments may be illiquid, difficult to price and leveraged so that small changes in the value of the underlying instruments may produce disproportionate losses to the fund. Derivatives are also subject to counterparty risk, which is the risk that the other party to the transaction will not fulfill its contractual obligations.
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.
Interest Rate Policy Risk. Federal Reserve policy changes may expose fixed-income and related markets to heightened volatility and may reduce liquidity for certain fund investments, which could cause the value of a fund’s investments and share price to decline. A low interest rate environment can pose risks to a fund, because low yields on the fund’s portfolio holdings may have an adverse impact on the fund’s ability to provide a positive yield to its shareholders and pay expenses out of fund assets. However, continued economic recovery and the cessation of the quantitative easing program increase the risk that interest rates will rise in the near future and that the funds will face a heightened level of interest rate risk. A fund that invests in derivatives tied to fixed-income markets may be more substantially exposed to these risks than a fund that does not invest in derivatives.

19



Investing in Europe Risk . In a June 2016 referendum, citizens of the United Kingdom voted to leave the European Union (commonly known as "Brexit"). The impact of Brexit on the United Kingdom and European economies and the broader global economy could be significant and could, among other outcomes, result in increased volatility and illiquidity, potentially lower economic growth and decreased asset valuations. Brexit may have a negative impact on the economy and currency of the United Kingdom as a result of anticipated or actual changes to the United Kingdom’s economic and political relations with the EU. Brexit may also have a destabilizing impact on the EU to the extent other member states similarly seek to withdraw from the union. Any further exits from the EU, or the possibility of such exits, would likely cause additional market disruption globally and introduce new legal and regulatory uncertainties. Any or all of these challenges may affect the value of a fund’s investments economically tied to the United Kingdom or the EU.
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.
Litigation Risk. The funds may be subject to third-party litigation, which could give rise to legal liability. These matters involving the funds may arise from their activities and investments and could have a materially adverse effect on the funds, including the expense of defending against claims and paying any amounts pursuant to settlements or judgments. There can be no guarantee that these matters will not arise in the normal course of business. If the funds were to be found liable in any suit or proceeding, any associated damages and/or penalties could have a materially adverse effect on the funds’ finances, in addition to being materially damaging to their reputation.
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
American Depositary Receipts ("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, interest rate policy, and credit risks.
Emerging Market Securities
Any foreign securities primarily traded on exchanges located in and/or issued by companies organized and/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, interest rate policy, and political risks.
European Depositary Receipt ("EDRs") and Global Depositary Receipts ("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).

20



Security or Practice
Description
Related Risks
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, interest rate policy, natural event, and political risks.
Foreign Securities
Securities issued by companies organized and/or whose principal operations are outside the U.S., securities issued by companies whose securities are principally traded outside the U.S., and/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 calendar 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, interest rate, and interest rate policy risks.
Non-Investment Grade Securities
Investing in debt securities rated below BBB/Baa (i.e., “junk” bonds).
Credit, market, interest rate, interest rate policy, 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 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. interest rate policy, 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.



21



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 total 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
Gov. Money Market
Tax
Free
Funds
Core Bond
High Quality Bond
Corp. Bond
High Income
Diversified Income
Dividend Income
Covered Call & Equity Income
Investors
Large Cap Value
Mid
Cap
Small Cap
Int’l Stock
Borrowing
30
X
30
30
30
30
30
30
30
30
30
30
30
30
30
Repurchase Agreements
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
Securities Lending
33⅓
X
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
Shares of Other
Investment Companies 1
100
X
10
10
10
10
10
10
10

10
10
10
10
10
10
Non-Investment Grade
Securities
**
X
X
20
X
20
*
20
20**

20**
20**
20**
20**
30**
20**
Foreign Securities
**
X
X
25
10**
10**
50
25
25
15
35
25
25
25
*
Emerging Market
Securities
**
X
X
20
10**
10**
25
15
15

15
15
15
15
15
30
Illiquid Securities 2
**
X
15
15
15
15
15
15
15
15
15
15
15
15
15
Restricted Securities
**
X
15
15
15
15
60
15
15
15
15
15
15
15
15
Mortgage-Backed
Securities
**
X
X
25***
10***
10***
30
25***
X

X
X
X
X
X
X
Futures Contracts 3
X
X
X
5
X
X
X
X
X
X
X
X
X
X
X
Options on Future Contracts 3
X
X
X
5
X
X
X
X
X
X
X
X
X
X
X
Options on Securities,
Indices or Currencies
**
X
10**
10**
10**
10**
10
15**
25

*
20**
20**
20**
25**
10**
Forward Foreign Currency Exchange Contracts
**
X
X
10**
10**
10**
10
10**
10**


10**
10**
10**
10**
10**
10**
1 Includes ETFs.
2 Numbers in this row refer to net, rather than total, assets.
3 Financial futures contracts are related options only, including futures, contracts and options on future contracts and on currencies.
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.


22



FUND NAMES
In the judgment of Madison, the Government Money Market Fund, Tax-Free Funds , Income Funds, Dividend Income, Large Cap Value , Mid Cap, Small Cap and International Stock Fund 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 (the “80% policy”). 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.
Except as provided below with regard to the Tax-Free Funds , a fund’s 80% policy 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. Accordingly, 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.
With regard to the Tax-Free Funds , the funds’ 80% policy is, in fact, a “fundamental” one, which means that it may not be changed without the vote of a majority of the respective fund’s outstanding shares as defined in the 1940 Act.
INVESTMENT LIMITATIONS
The Trust 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 the Trust may:
1.
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;
2.
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;
3.
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;
6.
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 2 above, as it relates to the Target Allocation Funds , Madison looks through to the assets held by affiliated underlying funds for purposes of the industry concentration limit, and for unaffiliated underlying funds, Madison applies the test the same way based on what Madison knows about the underlying fund.
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.

23



In addition to the fundamental policies listed above, the investment objective of 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 illiquid securities if more than 15% (5% for the Government Money Market Fund ) of the total assets of the fund, taken at market value, would be invested in such securities;
3.
with regard to the Government Money Market Fund , the fund will invest at least 99.5% of its total assets in cash, government securities, and/or repurchase agreements that are collateralized by cash and/or government securities;
4.
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; 1 and (iii) industrial revenue obligations are classified by the industry of the private user;
5.
with regard to the Tax-Free Funds and the Core Bond, High Quality Bond, and Corporate Bond 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;
6.
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;
7.
with regard to the Government Money Market and High Quality Bond Funds , only investment grade securities shall be purchased;
8.
with regard to the Core Bond Fund , at least 65% of the fund’s assets must be invested in investment grade securities; and
9.
with regard to the Corporate Bond Fund , at least 80% of the fund’s assets must be invested in investment grade securities.
_____________________
1 However, revenue obligations backed by particular projects are considered related to the industry classifications of the associated projects.

Except for the limitations on borrowing from banks, if the above percentage restrictions, or any restrictions elsewhere in this SAI or in the prospectus 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.

24



PORTFOLIO TURNOVER
While the Government Money Market 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 each of the two fiscal years ended October 31, portfolio turnover for each fund was as follows:
Fund
2017
2016
 
Fund
2017
2016
Conservative Allocation 1
48%
82%
 
Diversified Income
21%
35%
Moderate Allocation 1
50%
97%
 
Covered Call & Equity Income
166%
135%
Aggressive Allocation 1
45%
98%
 
Dividend Income
19%
33%
Tax-Free Virginia
8%
12%
 
Large Cap Value
86%
74%
Tax-Free National
6%
9%
 
Investors
33%
27%
High Quality Bond
26%
25%
 
Mid Cap
22%
27%
Core Bond
27%
39%
 
Small Cap
20%
19%
Corporate Bond
23%
36%
 
International Stock
32%
34%
High Income 2
53%
73%
 
 
 
 
1 Turnover for 2017 was lower because cash flows were more stable than in 2016 and there was less market volatility resulting in fewer underlying investment changes.
2 Turnover for 2016 was higher because management of the fund changed and a higher quality bias was implemented, which resulted in a higher number of securities to be sold to better align the portfolio with the new focus.  
MANAGEMENT OF THE TRUST

Trustees and Officers
The Trust 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 the Trust 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.

25



Interested Trustees and Officers
Name and
Year of Birth
Position(s) and Length of Time Served
Principal Occupation(s) During Past Five Years
Portfolios Overseen in Fund Complex by Director/
Trustee 1
Other Directorships Held by Director/ Trustee
Katherine L. Frank 2
1960
Trustee and President, 2009 – Present
Madison Investment Holdings, Inc. (“MIH”) (affiliated investment advisory firm of Madison), Executive Committee Member 2010 - Present; Vice President, Corporate Management 2018 - Present; Chief Operating Officer, 2010 – 2017
Madison Asset Management, LLC (“Madison”), Executive Committee Member 2010 - Present; Vice President, Corporate Management 2018 - Present; Chief Operating Officer, 2010 – 2017
Madison Investment Advisors, LLC (“MIA”) (affiliated investment advisory firm of Madison), Executive Committee Member 2010 - Present; Vice President, Corporate Management 2018 - Present; Chief Operating Officer, 2010 – 2017
Madison Strategic Sector Premium Fund (closed end fund), President, 2005 – Present; Ultra Series Fund (14) (mutual funds), President, 2009 – Present; Madison Covered Call & Equity Strategy Fund (closed end fund), President, December 2012 – Present
32
Ultra Series Fund (14), 2009 – Present
Paul Lefurgey
1964
Vice President,
2009 – Present
MIH, Madison and MIA, CEO, 2017 - Present; Chairman - Executive Committee, 2015 - 2017; Director of Fixed Income Investments, 2016 - Present; Executive Director and Head of Fixed Income Investments, 2013 - 2016; Managing Director and Head of Fixed Income Investments, 2005 - 2013
Madison Strategic Sector Premium Fund, Vice President, 2010 – Present; Ultra Series Fund (14), Vice President, 2009 – Present; Madison Covered Call & Equity Strategy Fund, Vice President, December 2012 – Present
N/A
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; Ultra Series Fund (14), Treasurer, 2009 – Present; Madison Covered Call & Equity Strategy Fund, Treasurer, December 2012 – Present
N/A
N/A
Holly S. Baggot
1960
Secretary, 1999 - Present;
Assistant Treasurer, 1999 - 2007 and 2009 - Present
MIH and MIA, Vice President, 2010 – Present; Madison, Vice President, 2009 – Present; MFD Distributor, LLC (“MFD”) (an affiliated brokerage firm of Madison), Vice President, 2012 – Present
Madison Strategic Sector Premium Fund, Secretary and Assistant Treasurer, 2010 – Present; Ultra Series Fund (14), Secretary, 1999 - Present and Assistant Treasurer, 2009 - Present; Madison Covered Call & Equity Strategy Fund, Secretary and Assistant Treasurer, December 2012 – Present
N/A
N/A
Kevin Thompson
1966
Chief Legal Officer and Assistant Secretary, 2017 - Present
Chief Compliance Officer, January 2018 - Present
MIH, MIA and Madison, Chief Legal Officer and Chief Administration Officer, 2017 - Present; Chief Compliance Officer, 2018 - Present
Madison Strategic Sector Premium Fund, Ultra Series Fund (14) and Madison Covered Call & Equity Strategy Fund, Chief Legal Officer and Assistant Secretary, 2017 - Present; Chief Compliance Officer 2018 - Present
CFMG Life Insurance Company, Associate General Counsel, 2012 - 2015; Vice President Wealth Management, 2015 - 2017; President of CBSI, 2016 - 2017
N/A
N/A
1 As of the date of this SAI, the fund complex consists of Madison Funds with 18 portfolios, the Ultra Series Fund with 14 portfolios, the Madison Strategic Sector Premium Fund (a closed-end fund) and the Madison Covered Call & Equity Strategy Fund (closed end fund) (“MCN”), for a grand total of 34 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 this SAI have the meaning disclosed in this paragraph.
2 “Interested person” as defined in the 1940 Act. Considered an interested Trustee because of the position held with the investment adviser of Madison Funds.

26



Independent Trustees
 
Name and
Year of Birth
Position(s) and Length of Time Served 1
Principal Occupation(s) During Past Five Years
Portfolios Overseen in Fund Complex by Director/ Trustee 2
Other Directorships
Held by Director/Trustee
James R Imhoff, Jr.
1944
Trustee, 2009 – Present
First Weber Inc. (real estate brokers), Madison, WI, Chairman, July 2017 - Present; Chief Executive Officer, 1996 – July 2017
34
Park Bank, 1978 – Present
First Weber Inc., 2017 - Present
Madison Strategic Sector Premium Fund, 2005 – Present; Madison Covered Call & Equity Strategy Fund, 2005 – Present; Ultra Series Fund (14), 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
33
Forward Service Corporation (employment training non-profit), 2010 – Present
Lange Bros. Woodworking Co., Inc. 2017 – Present
Ultra Series Fund (14), 2005 – Present; Madison Covered Call & Equity Strategy Fund, 2015 - Present
Madison Strategic Sector Premium Fund, 2014 - 2017
Richard E. Struthers
1952
Trustee, 2004 – Present
Clearwater Capital Management (investment advisory firm), Naples, FL, Chair and Chief Executive Officer, 1998 – Present
Park Nicollet Health Services, Minneapolis, MN, Chairman, Finance and Investment Committee, 2006 – 2012
34
HealthPartners, 2013 – 2016
Ultra Series Fund (14), 2004 – Present Madison Strategic Sector Premium Fund, 2017 - Present; Madison Covered Call & Equity Strategy Fund, 2015 - Present
Park Nicollet Health Services, 2001 – 2012

Carrie J. Thome
1968
Trustee, 2017 – Present

Wisconsin Alumni Research Foundation, Madison, WI, Chief Investment Officer, 2007- Present
32
Ultra Series Fund (14), May 2017- Present
1  
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.
2  
As of the date of this SAI, the fund complex consists of Madison Funds with 18 portfolios, the Ultra Series Fund with 14 portfolios, the Madison Strategic Sector Premium Fund (a closed-end fund) and the Madison Covered Call & Equity Strategy Fund (closed end fund) (“MCN”), for a grand total of 34 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 this SAI have the meaning disclosed in this paragraph.
Trustee Compensation

During the fiscal year ended October 31, 2017, the Trustees were compensated as follows:
Trustee Name
Aggregate Compensation from Trust
Total Compensation from Trust and Fund Complex
James R Imhoff, Jr.
$35,000
$91,000
Steven P. Riege
$35,000
$89,500
Richard E. Struthers
$35,000
$82,000
Carrie J. Thome 1
$26,250
$56,250
Philip E Blake 2
$17,500
$45,500
Katherine L. Frank 3
None
None
1 Ms. Thome was appointed to the Board of Trustees in May 2017.
2 Mr. Blake retired from the Board of Trustees after the May 2017 meeting.
3 Non-compensated interested Trustee.
The funds do not have any sort of pension or retirement plans for the benefit of Trustees. However, as an employee of Madison, Ms. Frank participates in a profit sharing plan sponsored by Madison for the benefit of its employees. No part of such plan is secured or funded by the funds.
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 that led fund management to the conclusion that each should serve as a member of the Board, both at the time of the person’s appointment and continuing as of the date of this SAI. Ms. Frank, the sole member of the Board who is considered an “interested person” under the 1940 Act, has been with MIH for more than 30 years and has held executive management positions during her tenure with the firm. Regarding the Independent Trustees, all four have substantial experience operating and overseeing a business, whether it be the real estate business (for Mr. Imhoff), the management consulting business (for Mr. Riege), the investment management business (for Mr. Struthers), and the investment management and academic research business (for Ms. Thome). As a result of this experience, each has unique perspectives regarding the operation and management of the funds and the Board of Trustees’ oversight function. They use this collective

27



experience to oversee the funds for the benefit of fund shareholders. Moreover, with the exception of Ms. Thome, 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 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: Steven Riege (Chairman), James Imhoff, Jr., Richard Struthers, and Carrie Thome. 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, for 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: James Imhoff, Jr., (Chairman), Steven Riege, Richard Struthers, and Carrie Thome. 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 five 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 Trustees 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. Riege 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 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 led 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.

28




Trustees’ Holdings
Trustees’ holdings in the Fund Complex as of December 31, 2017 was as follows:
Name of Trustee
Fund
Dollar Range of Equity Securities in the Trust 1
Aggregate Dollar Range of Equity Securities in Fund Complex 1
James R. Imhoff, Jr.
Investors
Mid Cap
Covered Call & Equity Income
over $100,000
over $100,000
over $100,000
over $100,000
Steven P. Riege
Aggressive Allocation
Small Cap
$10,001 - $50,000
$10,001 - $50,000
$10,001 - $50,000
Richard E. Struthers
International Stock
Covered Call & Equity Income
$50,001 - $100,000
$1 - $10,000
$50,001 - $100,000
Carrie J. Thome
None
None
None
Katherine L. Frank
Dividend Income
Mid Cap
Small Cap
over $100,000
over $100,000
$50,001 - $100,000
over $100,000
1 Dollar ranges are as follows: none; $1–$10,000; $10,001-$50,000; $50,001-$100,000; and over $100,000.
SALES LOAD WAIVERS FOR CERTAIN AFFILIATED PERSONS OF THE TRUST
Class A shares may be offered without front-end sales charges to individuals (and their “immediate family,” as described in the prospectus) who, within the past twelve months, were (i) trustees, directors, officers, or employees of CMFG Life Insurance Company or its subsidiaries and affiliates (collectively referred to herein as “CMFG Life”); (ii) trustees, directors, officers or employees of MIH and/or its subsidiaries or affiliated companies; (iii) members of the Board of Trustees of the Trust 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 the Trust 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.


29




CONTROL PERSONS AND PRINCIPAL HOLDERS OF THE TRUST’S SECURITIES
Based upon their investments, the Target Allocation Funds of the Ultra Series Fund, an affiliated investment company which is managed by the same investment adviser as the Trust, own more than 25% of the shares of certain funds, as indicated in the charts 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 beneficial ownership (unless otherwise stated) of shares of each class of each fund, if applicable, as of January 31, 2018.
Class A shares
Shareholder
Cons Alloc
Mod Alloc
Agg Alloc
Govt. Money Market
Core Bond
High Inc
Div
Inc
Cov Call & Eq Inc
Large
Cap
Value
Investors
Mid
Cap
Small
Cap
Int’l
Stock
Pershing LLC, Jersey City, NJ*
43.72%
29.75%
21.37%
5.71%
46.06%
53.98%
36.99%
57.95%
35.36%
34.34%
28.83%
21.86%
34.31%
Morgan Stanley Smith Barney, Jersey City, NJ*
 
 
 
 
 
 
 
8.06%
 
 
 
 
 
* Represents ownership of record rather than beneficial ownership.
Class B shares
Shareholder
Cons Alloc
Mod Alloc
Agg Alloc
Govt Money Market
Core Bond
High Inc
Div
Inc
Large
Cap
Value
Mid
Cap
Small
Cap
Int’l
Stock
Pershing LLC, Jersey City, NJ*
43.12%
33.16%
37.78%
66.88%
44.36%
62.38%
57.67%
30.22%
40.79%
41.00%
45.19%
UMB Bank NA Cust Roth IRA FBO Melanie A Keete, Tampa, FL
 
 
 
 
 
 
 
 
 
12.64%
 
UMB Bank NA Cust IRA FBO Kelly S Landrum, Bettendorf, IA
 
 
 
 
 
 
 
5.84%
 
 
 
UMB Bank NA Cust Roth IRA FBO Patcharee C Lam, Dumfries, VA
 
 
 
 
 
 
 
 
 
 
5.04%
UMB Bank NA IRA FBO James M Melvin, Fayetteville, NC
 
 
 
14.42%
 
 
 
 
 
 
 
Vernon Pinkney, Fayetteville, NC
 
 
 
11.60%
 
 
 
 
 
 
 
Lawrence Soldano and Susan J Soldano JTWROS, New Galilee, PA
 
 
 
 
 
6.46%
 
 
 
 
 
*Represents ownership of record rather than beneficial ownership.
Class C shares
Shareholder
Con Alloc
Mod Alloc
Agg Alloc
Div
Inc
Cov Call & Eq Inc
Pershing LLC, Jersey City, NJ*
81.48%
69.44%
61.18%
92.63%
65.38%
William W. Goddard TTEE Family Trust of William W. Goddard, Riverside, CA
 
 
11.43%
 
 
*Represents ownership of record rather than beneficial ownership.

30



Class Y shares
Shareholder
Tax-Free Nat'l
Tax-
Free
VA
Core
Bond
Corp Bond
High Inc
High Qlty
Bond
Div
Inc
Cov Call & Eq Inc
Large
Cap
Value
Investors
Mid
Cap
Small
Cap
Int’l
Stock
Madison Conservative Allocation Fund, Madison, WI
 
 
8.87%
23.54%
 
 
 
 
 
 
 
 
 
Madison Moderate Allocation Fund, Madison, WI
 
 
12.76%
 
 
 
13.93%
 
8.84%
7.40%
 
 
 
Madison Aggressive Allocation Fund, Madison, WI
 
 
 
 
 
 
7.46%
 
6.80%
 
 
 
 
Ultra Series Conservative Allocation Fund, Madison, WI
 
 
20.26%
46.73%
 
 
9.16%
 
 
 
 
 
 
Ultra Series Moderate Allocation Fund, Madison, WI
 
 
25.65%
23.05%
 
 
24.50%
 
34.69%
13.04%
 
 
 
Ultra Series Aggressive Allocation Fund, Madison, WI
 
 
5.05%
 
 
 
9.68%
 
19.05%
5.14%
 
 
 
Transamerica Madison Balanced Allocation VP, St. Petersburg, FL
 
 
10.40%
 
 
 
 
 
7.11%
 
 
 
61.97%
Transamerica Madison Conservative Allocation VP, St. Petersburg, FL
 
 
8.04%
 
 
 
 
 
 
 
 
 
17.44%
Charles Schwab & Co – Special Custodial Account for Benefit of Customers, San Francisco, CA*
 
 
 
 
33.12%
11.73%
9.27%
6.57%
7.22%
9.20%
19.93%
5.71%
 
National Financial Services LLC Exclusive Benefit of our Customers, New York, NY*
 
5.37%
 
 
 
24.42%
9.38%
47.31%
 
5.02%
5.54%
12.05%
5.12%
TD Ameritrade, Inc. FBO Exclusive Benefit of our Customers, Omaha, NE*
 
 
 
 
9.41%
 
 
10.88%
 
 
 
 
 
Goldman Sachs & Co., Salt Lake City, UT*
 
 
 
 
 
 
 
 
 
 
 
53.66%
 
Pershing LLC, Jersey City, NJ*
12.47%
 
 
 
 
31.54%
 
20.99%
 
17.48%
14.14%
 
 
Morgan Stanley Smith Barney, Jersey City, NJ*
 
 
 
 
 
8.43%
 
7.92%
 
 
20.82%
 
 
Capinco c/o US Bank NA, Milwaukee, WI*
 
 
 
 
 
 
 
 
 
 
 
5.58%
 
Wayne G Johns, Alexandria, VA
 
23.53%
 
 
 
 
 
 
 
 
 
 
 
Matrix Trust Company Cust. FBO Air Force FCU 457(B) TE, Denver, CO
 
 
 
 
6.10%
 
 
 
 
 
 
 
 
Matrix Trust Company Cust. FBO Area Educational CU, Denver, CO
 
 
 
 
5.34%
 
 
 
 
 
 
 
 
Mitra & Co FBO 98 c/o BMO Harris Bank NA. Milwaukee, WI*
 
 
 
 
 
 
 
 
 
 
 
12.59%
 
John H Rys Sr & Virginia M Rys JTWROS POA John H Rys Jr, Kansas City, MO
8.44%
 
 
 
 
 
 
 
 
 
 
 
 
*Represents ownership of record rather than beneficial ownership.
Class R6 shares
Shareholder
Core Bond
Cov Call & Eq Inc
Investors
Mid Cap
Charles Schwab & Co – Special Custodial Account for Benefit of Customers, San Francisco, CA*
39.87%
7.89%
77.98%
46.98%
US Bank NA FBO Sterling Capital Strategic Allocation Conservative Fund, Milwaukee, WI
 
78.97%
 
 
Madison Investment Holdings, Inc., Madison, WI
 
5.30%
 
 
Outrider Foundation Inc., c/o Frank Burgess, Madison, WI
 
 
19.67%
10.88%
Matrix Trust Company Cust. FBO First Coast Comm CU 457(b) TE, Denver, CO
9.84%
 
 
 
Matrix Trust Company Cust. FBO Community Choice CU 457(b) TE, Denver, CO
5.64%
 
 
 
Matrix Trust Company Cust. FBO Hallco Community CU 457(b) TE, Denver, CO
5.52%
 
 
 
Morgan Stanley Smith Barney, Jersey City, NJ*
 
 
 
19.00%
*Represents ownership of record rather than beneficial ownership.
As of January 31, 2018, the Trust’s trustees and officers, as a group, owned less than one percent of the outstanding voting securities of each fund.

31



PORTFOLIO MANAGEMENT
Madison Asset Management, LLC
Background . The investment adviser to the Trust, Madison Asset Management, LLC (“Madison”), is a registered investment adviser located at 550 Science Drive, Madison, WI 53711. Madison is owned by Madison Investment Holdings, Inc. (“MIH”), 550 Science Drive, Madison, WI 53711. Madison shares investment personnel with Madison Investment Advisors, LLC, a wholly owned subsidiary of Madison. MIH is a registered investment adviser founded in 1974 that operates primarily as a holding company. In addition to Madison, the other firms under the MIH umbrella are: Madison Investment Advisors, LLC (a registered investment adviser providing portfolio management services to wrap accounts and separately managed accounts), located in Madison, WI, which includes its insurance asset management division, Madison Scottsdale, located in Scottsdale, AZ; and Hansberger Growth Investors, L.P. (a registered investment adviser specializing in international/global equity strategies), located in Madison, WI, with a branch office in Ontario, Canada. Frank E. Burgess, who is the founder of MIH, owns a controlling interest in MIH.
Investment Advisory Agreement. Madison has entered into an Investment Advisory Agreement with the Trust (the “Advisory Agreement”) that requires Madison to provide continuous professional investment management of the investments of the Trust, 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 the Trust. As compensation for its services under the Advisory Agreement, the Trust pays Madison a fee computed at an annualized percentage rate of the average daily value of the net assets of each fund.
During each of the three fiscal years ended October 31, the Trust paid the following investment advisory fees to Madison:
Fund
Advisory Fee 1
2017
2016
2015
Conservative Allocation
0.20%
$
145,990

$
147,126

$
154,756

Moderate Allocation
0.20%
287,080

283,369

301,667

Aggressive Allocation
0.20%
124,417

121,340

124,776

Government Money Market 2
0.40%
59,869

25,816

1,046

Tax-Free Virginia
0.50%
109,710

112,895

113,775

Tax-Free National
0.40%
103,919

120,792

139,803

High Quality Bond
0.30%
303,067

319,156

322,301

Core Bond
0.50%
1,056,362

1,108,358

1,127,993

Corporate Bond
0.40%
89,792

93,644

106,900

High Income
0.55%
130,521

130,252

156,661

Diversified Income
0.65%
1,039,723

968,802

961,087

Covered Call & Equity Income
0.85%
985,547

788,979

597,983

Dividend Income
0.75% 3
787,945

503,032

158,793

Large Cap Value
0.55%
540,697

744,009

1,079,438

Investors
0.75%
2,203,922

1,624,909

970,407

Mid Cap
0.75%
2,505,063

2,147,804

2,044,034

Small Cap
1.00%
1,038,576

938,435

801,963

International Stock
1.05%
331,446

395,799

390,834

1  
Except for the Target Allocation Funds, Tax-Free Funds, High Quality Bond Fund, Corporate Bond Fund, Dividend Income Fund, and Covered Call & Equity Income 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.
2  
The amounts shown reflect a waiver of advisory fees of $7,033 for the year ended October 31, 2017, $51,409 for the year ended October 31, 2016, and $80,445 for the year ended October 31, 2015, for the purpose of maintaining a one-day yield of zero. This fee waiver agreement is in place until February 27, 2019.
3  
A portion of the fund’s annual investment advisory fee (0.10%) is being waived by Madison until February 27, 2019.
Madison does not have the right to recoup any waived management fees.
Services Agreement . Madison has entered into a Services Agreement with the Trust (the “Services Agreement”) that obligates Madison to provide or otherwise arrange for the Trust to have all operational and support services it needs. Such services include:
Handling bookkeeping and portfolio accounting for the Trust.
Handling telephone inquiries, cash withdrawals and other customer service functions (including monitoring wire transfers).
Providing appropriate supplies, equipment and ancillary services necessary to conduct the Trust’s affairs.
Arranging for and paying the custodian, fund transfer agent, fund accountant and fund administrator.
Arranging for and paying the Trust’s independent registered public accountants, legal counsel and outside counsel to the Independent Trustees.
Registering the Trust 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 prospectus 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 the Trust’s unaffiliated service providers. Because fund expenses have historically

32



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 the Trust. 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 each of the last three fiscal years ended October 31, the Trust paid the following service fees to Madison:
Fund
Service Fee
2017
2016
2015
Conservative Allocation
0.25%

$182,488


$183,908


$193,445

Moderate Allocation
0.25%
358,850

354,211

377,084

Aggressive Allocation
0.25%
155,522

151,675

155,970

Government Money Market 4
0.15%
24,774

27,085

17,264

Tax-Free Virginia
0.35%
76,797

79,027

79,643

Tax-Free National
0.35%
90,929

97,661

97,862

High Quality Bond
0.19%
191,942

202,132

204,123

Core Bond
 0.15% 1
314,538

330,164

337,622

Corporate Bond
0.25%    
56,120

58,527

66,813

High Income
0.20%
47,462

47,364

56,968

Diversified Income
0.20%
319,915

298,093

295,719

Covered Call & Equity Income
 0.15% 1
170,380

135,497

104,123

Dividend Income
 0.35% 3
367,708

234,748

74,103

Large Cap Value
0.36%
353,911

486,987

706,541

Investors
 0.20% 1
575,688

472,769

456,268

Mid Cap
 0.40% 1,2
946,209

938,102

1,064,865

Small Cap
0.25%
259,644

234,609

200,490

International Stock
0.30%
94,699

113,085

111,667

1 The service fee for the fund's Class R6 share is 0.02% annually.
2 Effective June 1, 2016, the service fee for the fund's Class Y share is 0.23% annually.
3 A portion of the fund's annual service fee (0.05%) is being waived by Madison until February 27, 2019.
4 The amount shown reflects a waiver of $276 of the service fees for the year ended October 31, 2017, $1,874 of the service fees for the year ended October 31, 2016, and $13,295 of the service fees for the year ended October 31, 2015, for the purpose of maintaining a one-day yield of zero. This fee wavier agreement is in place until February 27, 2019.

Madison does not have the right to recoup any waived service fees.
The fees Madison receives under the Services Agreement are in addition to and independent of fees received pursuant to the Advisory Agreement. In addition, the Trust 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 prospectus of the Trust, (iii) acquired fund fees, if any, and (iv) any extraordinary or non-recurring expenses it incurs.
Subadvisory Agreements . As described in the prospectus, Madison manages the assets of the Small Cap 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”). The Trust 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 Small Cap 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 the Trust’s 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 Small Cap and International Stock Funds .
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
2017
$674,975
2016
$627,411
2015
$534,584

33



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
2017
$170,215
2016
$206,733
2015
$204,727
PORTFOLIO MANAGERS
Madison Asset Management, LLC
Compensation. Madison believes portfolio managers should receive compensation for the performance of the firm’s client accounts, their individual effort, and the overall profitability of the firm. As such, portfolio managers 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 portfolio managers also participate 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.
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.  Equity and fixed income teams managers are rewarded for performance relative to their benchmark(s) over both a one- and three-year period (measured on a pre-tax basis).  The asset allocation team managers are rewarded for performance relative to their benchmark(s) over a one-, three- and five-year period (measured on a pre-tax basis), which is based on a risk-adjusted return. Incentive compensation earned is paid out over a two 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. 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 mutual funds measured against the appropriate index benchmarks.
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.
There is no difference in the way the firm compensates portfolio managers for managing a mutual fund or a private client account (or any other type of account). Instead, compensation is based on the entire employment relationship, not on the performance of any single account or type of account.
Other Accounts Managed (as of December 31, 2017):
David Hottmann – Target Allocation Funds
Types of Accounts
Number of Other Accounts Managed
Total Assets in Accounts
Accounts with Performance-Based Advisory Fees
Total Assets in Accounts with Performance-Based Advisory Fees
Registered Investment Companies
17
$918,088,558
0
$0
Other Pooled Investment Vehicles
0
$0
0
$0
Other Accounts
6,057
$1,848,394,270
0
$0

Patrick Ryan – Target Allocation Funds
Types of Accounts
Number of Other Accounts Managed
Total Assets in Accounts
Accounts with Performance-Based Advisory Fees
Total Assets in Accounts with Performance-Based Advisory Fees
Registered Investment Companies
17
$918,088,558
0
$0
Other Pooled Investment Vehicles
0
$0
0
$0
Other Accounts
6,057
$1,848,394,270
0
$0

34



Michael Peters – Tax-Free Funds
Types of Accounts
Number of Other Accounts Managed
Total Assets in Accounts
Accounts with Performance-Based Advisory Fees
Total Assets in Accounts with Performance-Based Advisory Fees
Registered Investment Companies
0
$0
0
$0
Other Pooled Investment Vehicles
0
$0
0
$0
Other Accounts
6,713
$3,720,292,923
0
$0
Jeffrey Matthias – Tax-Free Funds
Types of Accounts
Number of Other Accounts Managed
Total Assets in Accounts
Accounts with Performance-Based Advisory Fees
Total Assets in Accounts with Performance-Based Advisory Fees
Registered Investment Companies
0
$0
0
$0
Other Pooled Investment Vehicles
0
$0
0
$0
Other Accounts
6,713
$3,720,292,923
0
$0
Chris Nisbet – High Quality Bond and Diversified Income (fixed income portion) Funds
Types of Accounts
Number of Other Accounts Managed
Total Assets in Accounts
Accounts with Performance-Based Advisory Fees
Total Assets in Accounts with Performance-Based Advisory Fees
Registered Investment Companies
2
$411,388,070
0
$0
Other Pooled Investment Vehicles
0
$0
0
$0
Other Accounts
6,713
$3,720,292,923
0
$0

Allen Olson – Corporate Bond and High Income Funds
Types of Accounts
Number of Other Accounts Managed
Total Assets in Accounts
Accounts with Performance-Based Advisory Fees
Total Assets in Accounts with Performance-Based Advisory Fees
Registered Investment Companies
1
$26,163,930
0
$0
Other Pooled Investment Vehicles
0
$0
0
$0
Other Accounts
6,713
$3,720,292,923
0
$0
Greg Poplett – Core Bond Fund
Types of Accounts
Number of Other Accounts Managed
Total Assets in Accounts
Accounts with Performance-Based Advisory Fees
Total Assets in Accounts with Performance-Based Advisory Fees
Registered Investment Companies
1
$294,225,494
0
$0
Other Pooled Investment Vehicles
0
$0
0
$0
Other Accounts
6,713
$3,720,292,923
0
$0
Paul Lefurgey – Core Bond, High Quality Bond, Corporate Bond and Diversified Income (fixed income portion) Funds
Types of Accounts
Number of Other Accounts Managed
Total Assets in Accounts
Accounts with Performance-Based Advisory Fees
Total Assets in Accounts with Performance-Based Advisory Fees
Registered Investment Companies
3
$705,613,564
0
$0
Other Pooled Investment Vehicles
0
$0
0
$0
Other Accounts
6,713
$3,720,292,923
0
$0
Michael Sanders – Core Bond and High Income Funds
Types of Accounts
Number of Other Accounts Managed
Total Assets in Accounts
Accounts with Performance-Based Advisory Fees
Total Assets in Accounts with Performance-Based Advisory Fees
Registered Investment Companies
1
$26,163,930
0
$0
Other Pooled Investment Vehicles
0
$0
0
$0
Other Accounts
6,713
$3,720,292,923
0
$0

35



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
Accounts with Performance-Based Advisory Fees
Total Assets in Accounts with Performance-Based Advisory Fees
Registered Investment Companies
3
$758,674,960
0
$0
Other Pooled Investment Vehicles
0
$0
0
$0
Other Accounts
1,421
$1,227,616,955
0
$0
Drew Justman – Covered Call & Equity Income, Diversified Income, Dividend Income and Large Cap Value Funds
Types of Accounts
Number of Other Accounts Managed
Total Assets in Accounts
Accounts with Performance-Based Advisory Fees
Total Assets in Accounts with Performance-Based Advisory Fees
Registered Investment Companies
5
$989,174,880
0
$0
Other Pooled Investment Vehicles
0
$0
0
$0
Other Accounts
1,421
$1,227,616,955
0
$0

Ray DiBernardo – Covered Call & Equity Income Fund
Types of Accounts
Number of Other Accounts Managed
Total Assets in Accounts
Accounts with Performance-Based Advisory Fees
Total Assets in Accounts with Performance-Based Advisory Fees
Registered Investment Companies
2
$231,081,507
0
$0
Other Pooled Investment Vehicles
0
$0
0
$0
Other Accounts
1,421
$1,227,616,955
0
$0

Richard Eisinger – Mid Cap Fund
Types of Accounts
Number of Other Accounts Managed
Total Assets in Accounts
Accounts with Performance-Based Advisory Fees
Total Assets in Accounts with Performance-Based Advisory Fees
Registered Investment Companies
1
$202,622,571
0
$0
Other Pooled Investment Vehicles
0
$0
0
$0
Other Accounts
1,421
$1,227,616,955
0
$0
Haruki Toyama – Mid Cap Fund
Types of Accounts
Number of Other Accounts Managed
Total Assets in Accounts
Accounts with Performance-Based Advisory Fees
Total Assets in Accounts with Performance-Based Advisory Fees
Registered Investment Companies
1
$202,622,571
0
$0
Other Pooled Investment Vehicles
0
$0
0
$0
Other Accounts
1,421
$1,227,616,955
0
$0
Matt Hayner – Investors Fund
Types of Accounts
Number of Other Accounts Managed
Total Assets in Accounts
Accounts with Performance-Based Advisory Fees
Total Assets in Accounts with Performance-Based Advisory Fees
Registered Investment Companies
0
$0
0
$0
Other Pooled Investment Vehicles
0
$0
0
$0
Other Accounts
1,421
$1,227,616,955
0
$0
Adam Sweet – Investors Fund
Types of Accounts
Number of Other Accounts Managed
Total Assets in Accounts
Accounts with Performance-Based Advisory Fees
Total Assets in Accounts with Performance-Based Advisory Fees
Registered Investment Companies
0
$0
0
$0
Other Pooled Investment Vehicles
0
$0
0
$0
Other Accounts
1,421
$1,227,616,955
0
$0

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

36



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 these funds. Trustees of the Target Allocation Funds believe they have structured these 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.

37



Fund Ownership: As of December 31, 2017, the portfolio managers’ ownership in fund shares was as follows:
Portfolio Manager
Fund
Range
David Hottmann
None
None
Patrick Ryan
None
None
Mike Peters
Conservative Allocation
Moderate Allocation
High Quality Bond
Corporate Bond
High Income
Diversified Income
Dividend Income
Investors
Mid Cap
Core Bond
$50,001 - $100,000
$50,001 - $100,000
$10,001 - $50,000
$50,001 - $100,000
$50,001 - $100,000
$100,001 - $500,000
$100,001 - $500,000
$100,001 - $500,000
$10,001 - $50,000
$50,001 - $100,000
Jeffrey Matthias
Dividend Income
Tax-Free National
Mid Cap
$50,001 - $100,000
$10,001 - $50,000
$50,001 - $100,000
Chris Nisbet
Corporate Bond
High Quality Bond
$50,001 - $100,000
$50,001 - $100,000
Allen Olson
None
None
Michael Sanders
High Income
$1 - $10,000
Drew Justman
Covered Call & Equity Income
Dividend Income
Large Cap Value
$100,001 - $500,000
$10,001 - $50,000
$10,001 - $50,000

Paul Lefurgey
Investors
Mid Cap
Core Bond
High Quality Bond
High Income
$100,001 - $500,000
$10,001 - $50,000
$10,001 - $50,000
$50,001 - $100,000
$10,001 - $50,000

John Brown
Diversified Income
Covered Call & Equity Income
Dividend Income
Large Cap Value
$100,001 - $500,000
$100,001 - $500,000
Over $1 million
Over $1 million
Ray DiBernardo
Covered Call & Equity Income
$10,001 - $50,000
Greg Poplett
Core Bond
Investors
$100,001 - $500,000
$100,001 - $500,000
Richard Eisinger
Investors
Mid Cap
$100,001 - $500,000
Over $1 million
Haruki Toyama
Investors
Mid Cap
$10,001 - $50,000
$100,001 - $500,000
Matt Hayner
Dividend Income
Investors
Mid Cap
$1 - $10,000
$500,001 - $1 million
$100,001 - $500,000
Adam Sweet
Investors
Mid Cap
$100,001 - $500,000
$10,001 - $50,000

38



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 fund. The following information relates to the fiscal year ended October 31, 2017.
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 fund’s managers listed in the prospectus who are primarily responsible for the day-to-day management of the fund (“Investment Professionals”) includes a base salary and incentive components. The base salary for each Investment Professional who is a partner (a "Partner") of Wellington Management Group LLP, the ultimate holding company of Wellington Management, is generally a fixed amount that is determined by the managing partners of Wellington Management Group LLP. 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 fund is linked to the gross pre-tax performance of the portion of the fund managed by the Investment Professional compared to the benchmark index and/or peer group identified below over one, three and five year periods, with an emphasis on five 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 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.
Fund
Benchmark Index and/or Peer Group for the Incentive Period
Small Cap Fund
Russell 2000 ®  Index

Other Accounts Managed (as of October 31, 2017):
Timothy J. McCormack – Small Cap Fund
Types of Accounts
Number of Other Accounts Managed
Total Assets in Accounts
Accounts with Performance-Based Advisory Fees
Total Assets in Accounts with Performance-Based Advisory Fees
Registered Investment Companies
8
$2,139,082,323
0
$0
Other Pooled Investment Vehicles
6
$1,194,409,404
0
$0
Other Accounts
25
$1,774,239,777
0
$0
Shaun F. Pedersen – Small Cap Fund
Types of Accounts
Number of Other Accounts Managed
Total Assets in Accounts
Accounts with Performance-Based Advisory Fees
Total Assets in Accounts with Performance-Based Advisory Fees
Registered Investment Companies
8
$2,139,082,323
0
$0
Other Pooled Investment Vehicles
12
$1,379,147,065
1
$6,097,884
Other Accounts
28
$2,612,874,536
0
$0
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 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 fund. The Investment Professionals make investment decisions for each account, including the 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 fund and thus the accounts may have similar, and in some cases nearly identical, objectives, strategies and/or holdings to that of the 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 fund, or make investment decisions that are similar to those made for the fund, both of which have the potential to adversely impact the 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 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 fund’s holdings. In addition, some of these accounts have fee structures,

39



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 fund. Mr. Pedersen also manages accounts which pay performance allocations to Wellington Management or its affiliates. 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 Investment Professional 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.
Fund Ownership: As of October 31, 2017, no portfolio manager beneficially owned any fund shares.
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. Portfolio managers are compensated on the performance of the aggregate group of portfolios managed by the teams of which they are a member rather than for a specific fund or account. 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.
Total compensation is generally not fixed, but rather is based on the following factors: (i) leadership, teamwork and commitment, (ii) maintenance of current knowledge and opinions on companies owned in the portfolio; (iii) generation and development of new investment ideas, including the quality of security analysis and identification of appreciation catalysts; (iv) ability and willingness to develop and share ideas on a team basis; and (v) the performance results of the portfolios managed by the investment teams of which the portfolio manager is a member.
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 the teams of which the portfolio manager is a member, by comparison of each account to a predetermined benchmark (as set forth in the prospectus or other governing document) 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. In addition, the portfolio manager’s bonus can be influenced by subjective measurement of the manager’s ability to help others make investment decisions. A portion of a portfolio manager’s variable bonus is awarded under a deferred compensation arrangement pursuant to which the portfolio manager may allocate certain amounts awarded among certain accounts in shares that vest in two to three years. Certain portfolio managers’ bonus compensation may be tied to a fixed percentage of revenue or assets generated by the accounts managed by such portfolio management teams.
Other Accounts Managed (as of December 31, 2017):
John Reinsberg – International Stock Fund
Types of Accounts
Number of Other Accounts Managed
Total Assets in Accounts
Accounts with Performance-Based Advisory Fees
Total Assets in Accounts with Performance-Based Advisory Fees
Registered Investment Companies
12

$13,700,987,182

0
$0
Other Pooled Investment Vehicles
17

$2,769,570,532

0
$0
Other Accounts
89

$16,535,168,037

2
$419,153,317
Kevin Matthews - International Stock Fund
Types of Accounts
Number of Other Accounts Managed
Total Assets in Accounts
Accounts with Performance-Based Advisory Fees
Total Assets in Accounts with Performance-Based Advisory Fees
Registered Investment Companies
10

$10,346,939,730

1
$4,041,530,585
Other Pooled Investment Vehicles
12

$2,738,659,675

0
$0
Other Accounts
173

$18,274,993,766

1
$117,344,130


40



Michael Bennett – International Stock Fund
Types of Accounts
Number of Other Accounts Managed
Total Assets in Accounts
Accounts with Performance-Based Advisory Fees
Total Assets in Accounts with Performance-Based Advisory Fees
Registered Investment Companies
13

$17,796,305,022

1
$4,041,530,585
Other Pooled Investment Vehicles
15

$3,444,241,692

0
$0
Other Accounts
217

$25,948,578,381

1
$117,344,130
Michael Fry – International Stock Fund
Types of Accounts
Number of Other Accounts Managed
Total Assets in Accounts
Accounts with Performance-Based Advisory Fees
Total Assets in Accounts with Performance-Based Advisory Fees
Registered Investment Companies
10

$10,346,939,730

1
$4,041,530,585
Other Pooled Investment Vehicles
12

$2,738,659,576

0
$0
Other Accounts
173

$18,274,993,766

1
$117,344,130

Michael Powers – International Stock Fund
Types of Accounts
Number of Other Accounts Managed
Total Assets in Accounts
Accounts with Performance-Based Advisory Fees
Total Assets in Accounts with Performance-Based Advisory Fees
Registered Investment Companies
10

$10,346,939,730

1
$4,041,530,585
Other Pooled Investment Vehicles
12

$2,738,659,675

0
$0
Other Accounts
173

$18,274,993,766

1
$117,344,130
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, 2017, no portfolio manager beneficially owned any fund shares.

41



TRANSFER AGENT

DST Asset Manager Solutions, Inc. (“DST”), 2000 Crown Colony Drive, Quincy, Massachusetts 02169, is the funds’ transfer agent. As transfer agent, DST maintains the funds’ shareholder records and reports. Shareholders can reach a fund 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 DST Asset Manager Solutions, Inc.
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. State Street also serves as the Funds' securities lending agent.
DISTRIBUTION

Principal Distributor and Distribution of Fund Shares
MFD Distributor, LLC (f/k/a Mosaic Funds Distributor, LLC) (the “Distributor”), 550 Science Drive, Madison, WI 53711, acts as the Trust’s principal distributor pursuant to a Distribution Agreement between the Trust, on behalf of each fund, and the Distributor. The Distributor is a wholly owned subsidiary of MIH. 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, 2017, 2016, and 2015, was $964,330, $1,031,912, and $1,449,857, respectively. Of these amounts, the Distributor retained $121,387, $130,926, and $190,601, 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 31,2017, 2016, and 2015 was $88,950, $110,774, and $116,416, respectively. Of these amounts, the Distributor retained $88,950, $110,774, and $116,416, 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 the Trust or an affiliated person of that affiliated person, directly or indirectly, from the Trust during the fiscal year ended October 31, 2017:
Name of Principal Underwriter
Net Underwriting Discounts and Commissions 1
Compensation on Redemptions and Repurchases 2
Brokerage Commissions
Other Compensation 3
MFD Distributor, LLC
$121,387
$88,950
$0
$2,857,511
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 the Trust. Shares of the Trust 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 the Trust at the NAV next determined, plus any applicable sales charge. In connection with the sale of Class A shares of the Trust, 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 the Trust, 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 the Trust’s 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 Government Money Market Fund , the Trust will pay

42




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. The Trust 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 the Trust 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 the Trust’s obligation to make further payments at any time. Accordingly, the Trust does not treat such expenses as a liability.
A fund may engage in joint distribution activities with other series of the Trust 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 the Independent Trustees, who are not interested persons of the Trust and who have no direct or indirect financial interest in the operation of the Plans, 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 the Trust 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 the Trust which has voting rights with respect to the Plan. And finally, each of the Plans proveides 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 the Trust under the Plans for the fiscal year ended October 31, 2017 for each of the following items:
 
Class A Plan
Class B Plan
Class C Plan
Advertising
0

0

0

Printing and mailing of prospectus to other than current shareholders
0

0

0

Compensation to underwriters

$2,964

0

0

Compensation to selling brokers

$1,568,807


$684,985


$600,755

Compensation to sales personnel
0

0

0

Interest, carrying, or other financing charges
0

0

0

Total

$1,571,771


$684,985


$600,755



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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 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 the Trust 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, Bloomberg, Research Direct, Baseline, Bondedge, Cornerstone, Bank Credit Analysis, S&P CreditWeek, 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.

44



For each of the three fiscal years ended October 31, the Trust paid aggregate brokerage commissions as follows:
Fund
2017
2016
2015
Conservative Allocation 2

$13,011


$34,683


$24,761

Moderate Allocation 1,2
28,557

70,807

49,607

Aggressive Allocation 2
12,918

30,428

17,144

Government Money Market
0

0

0

Tax-Free Virginia
0

0

0

Tax-Free National
0

0

0

Core Bond
2,940

1,887

0

High Quality Bond
0

0

0

Corporate Bond
0

0

0

High Income
240

246

0

Diversified Income 2
14,045

25,179

15,629

Dividend Income 2,3
18,637

62,466

4,279

Covered Call & Equity Income 3,4
236,027

161,041

98,603

Investors 3,5
101,432

65,318

38,866

Large Cap Value 2
102,636

166,520

186,564

Mid Cap 2
86,607

102,288

68,327

Small Cap
38,915

31,149

35,708

International Stock
20,806

20,677

33,027

1 Commissions were higher in 2016 compared to 2015 because the fund repositioned its securities holdings in response to market conditions.
2 Commissions were lower in 2017 compared to 2016 because portfolio turnover was lower.
3 Commissions were higher in 2016 compared to 2015 because fund assets were significantly higher in 2016 resulting in correspondingly higher commissions.
4 Commissions were higher in 2017 compared to 2016 because fund assets were significantly higher in 2017, and because the fund repositioned its securities holdings in response to market conditions.
5 Commissions were higher in 2017 compared to 2016 because the fund traded more shares in 2017, and commissions are paid on a per traded share basis.

During the fiscal year ended October 31, 2017, for the funds noted above, the Trust paid $626,096 in brokerage commissions to firms for providing research services involving approximately $1,245,152,831 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.

45



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 more than 15% of gross revenues from securities-related activities for the fiscal year ended October 31, 2017:
Fund
Name of Regular Broker or Dealer of Parent (Issuer)
IRS Number
Type of Security Owned
Value Owned as of
October 31, 2017

Core Bond
Bank of America Corp
52-2058405
Debt

$1,524,000

Core Bond
Morgan Stanley & Co. Inc.
13-2655998
Debt

$1,054,000

Core Bond
Goldman Sachs & Co.
13-5108880
Debt

$1,147,000

Core Bond
JP Morgan Chase & Co
13-3224016
Debt

$2,314,000

Core Bond
Citigroup, Inc.
13-3214963
Debt

$401,000

Corporate Bond
Goldman Sachs & Co.
13-5108880
Debt

$519,000

Corporate Bond
Bank of America Corp.
52-2058405
Debt

$602,000

Corporate Bond
Morgan Stanley & Co. Inc.
13-2655998
Debt

$515,000

Corporate Bond
Citigroup Inc.
52-1568099
Debt

$349,000

Corporate Bond
JP Morgan Chase & Co.
13-3224016
Debt

$509,000

Covered Call & Equity Income
Bank of America Corp.
52-2058405
Equity

$2,082,000

Covered Call & Equity Income
JP Morgan Chase & Co.
13-3224016
Equity

$2,042,000

Covered Call & Equity Income
Citigroup, Inc.
13-3214963
Equity

$2,499,000

Diversified Income
Goldman Sachs & Co.
13-5108880
Debt

$349,000

Diversified Income
JP Morgan Chase & Co
13-5108880
Debt

$848,000

Diversified Income
Bank of America Corp
56-2058405
Debt

$398,000

Diversified Income
Morgan Stanley & Co. Inc.
13-2655998
Debt

$368,000

High Quality Bond
Morgan Stanley & Co. Inc.
13-2655998
Debt

$2,029,000

High Quality Bond
Goldman Sachs & Co.
13-5108880
Debt

$1,370,000

High Quality Bond
JP Morgan Chase & Co.
13-3224016
Debt

$1,963,000

Large Cap Value
Bank of America Corp.
56-2058405
Equity

$4,560,000

Large Cap Value
JP Morgan Chase & Co.
13-3224016
Equity

$4,678,000

PROXY VOTING POLICIES, PROCEDURES AND RECORDS
The Trust, 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 upon request at no cost by calling 1-800-877-6089 or on 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 the 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 Government Money Market 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

46



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 the Trust, 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 on the Trust’s website on a quarterly basis, typically 15 days after the end of the quarter (which is concurrent with disclosure of applicable “fund summary” sheets). Unless made publicly available as described below, the Trust 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 the Trust, 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 the Trust’s Chief Compliance Officer and the applicable portfolio manager(s) for any series of the Trust, more frequent and earlier public dissemination of portfolio holdings (to the Trust’s website) would not harm the Trust and would serve to further the interest of its shareholders (by, for example, encouraging additional investments in the applicable series of the Trust), 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 (after at least a 30 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: Bloomberg LP provides analytical services for Wellington Management and receives portfolio holdings information on a daily basis; Brown Brothers Harriman & Co. performs certain operational functions for Wellington Management and receives portfolio holdings information on a daily basis; Moody’s Analytics Knowledge Services (UK) Limited (formerly, Copal Partners (UK) Limited) performs certain investment guideline monitoring and coding activities, in addition to analytical and reporting functions on behalf of Wellington Management and has access to 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; Markit WSO Corporation performs certain operational functions on behalf of Wellington Management and receives portfolio holdings information on a daily basis; MSCI, Inc provides analytical services for Wellington Management and receives portfolio holdings information on a daily basis; State Street Bank and Trust Company performs certain operational functions on behalf of Wellington Management and receives portfolio holdings information on a daily basis; and Syntel Inc. performs certain operational functions on behalf of Wellington Management and receives portfolio holdings information on a daily basis.
Any exceptions to the above disclosure rules must be pre-approved by the Trust’s 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
The Trust, 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 the Trust 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

47



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, except certain de minimis transactions may be exempt. 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 THE TRUST
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 the Trust 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 prospectus. 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 the Trust, or new series of the Trust, into one or more classes. As of the date of this SAI, the Board of Trustees has authorized the issuance of seven classes of shares of the funds, designated as Class A, Class B, Class C, Class I, Class T, 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 each class of 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 the share classes 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 which share class is 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, the Trust 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 the Trust’s 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 the Trust. 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 the Trust 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 the Trust, might become a party to an action in another state whose courts refuse to apply Delaware law, in which case the Trust’s 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 the Trust and provides that notice of such disclaimer may be given in each agreement, obligation and instrument entered into or executed by the Trust or its

48



trustees; (2) provides for the indemnification out of fund property of any shareholders held personally liable for any obligations of the Trust or any fund; and (3) provides that the Trust shall, upon request, assume the defense of any claim made against any shareholder for any act or obligation of the Trust 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) the Trust itself would be unable to meet its obligations. In the light of DSTA, the nature of the Trust’s 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 the Trust 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 the Trust. The Declaration of Trust does not authorize the Trust 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 the Trust. 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.
Government Money Market Fund
The Board of Trustees has determined that the best method currently available for determining the NAV for the Government Money Market 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 the Government Money Market 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 Government Money Market 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 Government Money Market 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 Government Money Market 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 Government Money Market 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 Government Money Market Fund will tend to be lower than if the valuation were based upon market prices and estimates.

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Portfolio Valuation
Equity securities, including closed-end investment companies, American Depositary Receipts (“ADRs”), Global Depositary Receipts (“GDRs”) and 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 (“NOCP”)). If no sale occurs, equities traded on a U.S. exchange , foreign exchange or on NASDAQ are valued at the bid price.  Debt securities purchased (other than short-term obligations) with a remaining maturity of 61 days or more are valued on the basis of last available bid prices or current market quotations provided by dealers or pricing services approved by the Trust. In determining the value of a particular investment, pricing services may use certain information with respect to transactions in such investments, quotations from dealers, pricing matrixes, market transactions in comparable investments, various relationships observed in the market between investments and calculated yield measurements based on valuation technology commonly employed in the market for such investments. 
Municipal debt securities are traded via a network among dealers and brokers that connect buyers and sellers. Liquidity in the tax-exempt market has been reduced as a result of overall economic conditions and credit tightening. There may be little trading in the secondary market for particular bonds and other debt securities, making them more difficult to value or sell. Asset-backed and mortgage-backed securities are valued by independent pricing services using models that consider estimated cash flows of each tranche of the security, establish a benchmark yield and develop an estimated tranche specific spread to the benchmark yield based on the unique attributes of the tranche. 
Investments in shares of open-end mutual funds, including money market funds, are valued at their daily NAV which is calculated as of the close of regular trading on the New York Stock Exchange ((the “NYSE”) usually 4:00 p.m. Eastern Standard Time) on each day on which the NYSE 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 these funds is determined based on the NAV’s of the underlying funds.  Total net assets are determined by adding the 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 Government Money Market Fund are valued on an amortized cost basis, which approximates market value.
Over-the-counter securities not listed 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 last bid price. Exchange traded options are valued at the mean of the best bid and ask prices across all option exchanges.  Financial futures contracts generally are valued at the settlement price established by the exchange(s) on which the contracts are primarily traded. The Trust’s Pricing Committee (the “Committee”) shall estimate the fair value of futures positions affected by the daily limit by using its valuation procedures for determining fair value, when necessary. 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 at the close of regular trading on the NYSE.
 All other securities for which either quotations are not readily available, no other sales have occurred, or in the opinion of the Investment Adviser, do not reflect the current market value, are appraised at their fair values as determined in good faith by the 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 NOCP. Because the Target Allocation Funds primarily invest in underlying funds, government securities and short-term paper, it is not anticipated that the Investment Adviser 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 a 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 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 as of the close of regular trading on the NYSE. 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 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 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 the Trust.
The Committee is comprised of the following employees of Madison:  Greg Hoppe (Treasurer of the funds), Jeff Matthias (Portfolio Manager), Drew Justman (Portfolio Manager), Adam Sweet (Associate Portfolio Manager), Alan Shepard (Fixed Income Analyst), Mike Sanders (Portfolio Manager) and Patrick Tan (Portfolio Manager). 



50



DISTRIBUTIONS AND TAXES
Distributions
It is the intention of the Trust to distribute substantially all of the net income and net capital gains, 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 Government Money Market 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, 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 Covered Call & 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, Investors, Large Cap Value, Mid Cap, Small Cap, 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 the Trust’s 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) 98.2% 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 the Trust 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.

51



Capital Loss Carryforward. As of October 31, 2017, 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.
 
Carryover Expiring in:
No Expiration Date
Fund
2018
2019
2020
Short Term
Long Term
Government Money Market
$
5

$ —

$ —

$
309

$

Tax-Free Virginia



11,166

6,117

High Quality Bond



42,572


High Income



311.933

1,016,035

International Stock
710,870



1,184,566

758,977

Certain ordinary losses incurred after December 31 and within the taxable year are deemed to arise on the first day of the funds' next taxable year, if the funds so elect. For the fiscal year ended October 31, 2017, the Mid Cap Fund elected to defer $718,953 in late-year ordinary loses.
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, the Trust 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

52



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, the Trust 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. For non-corporate shareholders, the maximum federal income tax rate currently applicable to long-term capital gains, and thus to qualified dividend income, is set at 20%.
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 non-corporate 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 short- or long-term 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.

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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”) for non-corporate shareholders. 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 non-corporate 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.
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 the Trust 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. The Trust 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 to be included 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 the Trust with a correct social security number or taxpayer identification number and/or the Trust receives notification from the IRS requiring back-up withholding, the Trust is required by federal law to withhold federal income tax from the shareholder’s distributions and redemption proceeds, currently at a rate of 24% 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 prospectus.
Minimum Investments
The Trust 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.

54



Calculation of the Sales Charge
The sales charge percentage that you pay may be higher or lower than what is disclosed in the prospectus 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 Government Money Market 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 relevant prospectus.
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 prospectus. Shares are offered at net asset value to these persons and organizations due to anticipated economies in sales effort and expense. Once an account is established under this net asset value privilege, additional investments can be made at net asset value for the life of the account.
Sales Charge Reductions . There are several ways investors may combine multiple purchases to reduce Class A sales charges as disclosed in the prospectus and further described below. For the purpose of calculating the sales charge, shares of the Government Money Market Fund purchased through an exchange, reinvestment or cross-reinvestment from another fund having paid a sales charge qualify; however, direct purchases of the Class A shares of the Government Money Market 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 the Trust (including combinations), to the amount of your next purchase of Class A shares to qualify for reduced sales charges. Direct purchases of the Government Money Market Fund are excluded. The current value of existing individual holdings, as of the week prior to your investment, in your variable annuity contract sponsored by CMFG Life Insurance Company 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 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. The LOI period starts on the date on which your first purchase is made toward satisfying the LOI.  Your accumulated holdings (including combination and accumulation as described above) eligible to be aggregated as of the day immediately before the start date of the LOI period may be credited towards satisfying the LOI.  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 Trust 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 Trust 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 the Trust to sell, any additional shares and may be terminated at any time.

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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 the Trust 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. The Trust may require evidence, including account statements of all relevant accounts invested in the Trust and reserves the right to request additional documentation, to verify you are eligible for a reduction or waiver of sales charges.
It is possible that a financial intermediary may not, in accordance with its policies and procedures, be able to offer one or more of these reduction or waiver categories. Please consult your financial adviser for further information.
The Funds may terminate or amend the terms of these sales charge reductions or waivers at any time.
Sales Charge on Class B and Class C Shares
Class B shares may not be purchased or acquired, except by exchange from Class B shares of another Madison fund or through dividend and/or capital gains reinvestments. Exchanges from Class B shares of a fund to another Madison fund do not incur a sales charge. Shareholders with investments in Class B shares may continue to hold such shares until they convert to Class A shares and the shares are subject to a contingent deferred sales charge ("CDSC") described below.
Deferred Sales Charge . Investments in 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. The funds’ distributor pays a commission equal to 1% of the amount invested to broker/dealers who sell Class C shares. Similarly, when they were available, Class B shares were purchased at their NAV per share without the imposition of an initial sales charge and the funds' distributor paid a commission equal to 4% to the broker/dealer who sold the Class B 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 CDSC at the rates set forth in the prospectus. 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 prospectus. A hypothetical example is provided in the prospectus 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 Trust 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 the Trust to sell 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 prospectus.
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

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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 the Trust 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. The Trust may require evidence, and reserves the right to request additional documentation, to verify you are eligible for a waiver of sales charges.
Selling Shares
The methods for selling (redeeming) shares are described more fully in the prospectus. If you wish to sell your shares by contacting Madison Funds directly, any such request must be signed by the registered shareholders. To contact Madison Funds via overnight mail or courier service, see “How to Contact Us."
A signature guarantee may be required for certain redemptions. In such an event, your signature may be guaranteed by a domestic stock exchange or the Financial Industry Regulatory Authority, bank, savings association or credit union that is an eligible guarantor institution. The Transfer Agent reserves the right to require a signature guarantee on any redemptions.
Additional documentation may be required for sales of shares held in corporate, partnership or fiduciary accounts.
If you sell Class A, B or C shares and request a specific dollar amount to be sold, we will sell sufficient shares so that the sale proceeds, after deducting any applicable CDSC, equals the dollar amount requested.
Redemption proceeds will not be mailed until sufficient time has passed to provide reasonable assurance that checks or drafts (including certified or cashier’s checks) for shares purchased have cleared (which may take up to seven business days from the purchase date). Except for delays relating to clearance of checks for share purchases or in extraordinary circumstances (and as permissible under the 1940 Act), redemption proceeds typically will be paid one business day following receipt and acceptance of a redemption order. However, payment may take longer than one business day and may take up to seven days as generally permitted by the 1940 Act. Interest will not accrue or be paid on amounts that represent uncashed distribution or redemption checks.
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. Any such securities would be valued for the purposes of making such payment at the same value as used in determining NAV. If the shareholder were to sell portfolio securities received in this fashion, the disposal of the securities received in-kind may be subject to brokerage costs and, until sold, such securities remain at market risk and liquidity risk, including the risk that such securities are or become difficult to sell. The Trust 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 prospectus.
Systematic Investment Program
As explained in the prospectus, the Trust 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 the Trust 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 the Trust or upon written notice to the Trust which is received at least five (5) business days prior to the due date of any investment. This program is not available for direct purchases of Class B shares.
Systematic Withdrawal Program
As explained in the prospectus, the Trust 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. The Trust 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 the Trust.

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Exchange Privilege and Systematic Exchange Program
As explained in the prospectus, 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 (i) exchanges of Class A shares of the Government Money Market Fund initially purchased without a sales charge will be subject to the appropriate sales charge upon exchange into Class A shares of another series of the Trust, and (ii) Class Y and Class R6 shares may be exchanged for Class A shares of the Government Money Market Fund .
Exchanges of 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. In addition, Class B shares may only be acquired by exchange from Class B shares of other Madison funds.
With the exception of the Government Money Market 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 policy. 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. The Trust may refuse any exchange order.
As explained in the prospectus, the Trust makes available to shareholders a systematic exchange program. The Trust 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 the Trust.
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 the Trust.
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, the Trust may cancel the reinvestment privilege of any parties that, in the opinion of the Trust, 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, the Trust may refuse any reinvestment request.
The Trust 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 111 South Wacker Drive, Chicago, Illinois 60606 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’ 2017 annual reports to shareholders, are incorporated herein by reference. Copies of the annual reports 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.

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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: Wellington Management Company LLP (“Wellington Management”) in the case of the Small Cap Fund and Lazard Asset Management LLC (“Lazard”) in the case of the International Stock Fund.

The proxy voting policies and procedures for Madison, Wellington Management and Lazard are found below, and collectively constitute the proxy voting policies and procedures of Madison Funds (the “Trust”).

MADISON ASSET MANAGEMENT, LLC
PROXY VOTING POLICIES AND PROCEDURES
Our policies regarding voting the proxies of securities held in client accounts depend on the nature of our relationship to the client. When we are an ERISA fiduciary of an account, there are additional considerations and procedures than for all other (regular) accounts. In all cases, when we vote client proxies, we must do so in the client’s best interests as described below by these policies.
Regular Accounts
We do not assume the role of an active shareholder when managing client accounts. If we are dissatisfied with the performance of a particular company, we will generally reduce or terminate our 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, our goal and intent is to vote all proxies in the client’s best interests. For practical purposes, unless we make an affirmative decision to the contrary, when we vote a proxy as the Board of Directors of a company recommends, it means we agree with the Board that voting in such manner is in the interests of our clients as shareholders of the company for the reasons stated by the Board. However, if we believe that voting as the Board of Directors recommends would not be in a client’s best interests, then we 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 we are not authorized to vote proxies. When the client has reserved the right to vote proxies in his/her/its account, we 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 us inadvertently, promptly forward them to the client.
Documenting our Decisions
In cases where a proxy will NOT be voted or, as described below, voted against the Board of Directors' recommendation, our policy is to make a notation to the file containing the records for such security (e.g., Corporation X research file, since we may receive numerous proxies for the same company and it is impractical to keep such records in the file of each individual client) explaining our action or inaction, as the case may be. Alternatively, or in addition to such notation, we may include a copy of the rationale for such decision in the appropriate equity correspondence file (e.g., equitycorresp@madisonadv.com).
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 our position?
(This question is more complex than it looks: We must consider the time frames involved for both the 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, we would vote as the Board recommended if we are holding the security for clients as a long-term investment. However, if the investment is close to our valuation limits and we are anticipating eliminating the position in the short-term, then it would be in our clients’ best interests to vote against management’s recommendation.)
2.
If so, would we 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 we were to liquidate the position. In such a situation, we might vote against management’s recommendation if we believe a “No” vote could help prevent future share price depreciation resulting from management’s proposal or if we 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 we would vote against management’s recommendation because we believe expensing such options will do more to enhance shareholder value going forward.)

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4.
Would accepting the Board of Directors recommendation cause us to violate our 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 US exchange or in US dollars, etc., restrictions often found in client investment guidelines. This would be an unusual situation and it is possible we 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 we will consider any client-provided proxy voting guidelines. Our policy is that client investment guidelines may not include proxy voting guidelines if our firm will vote account proxies. Rather, we 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, we must “second guess” the Board of Directors to determine if their recommendation is in the best interests of our clients, regardless of whether the Board thinks their 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 our clients’ investment.
In making our decisions, to the extent we rely on any analysis outside of the information contained in the proxy statements, we must retain a record of such information in the same manner as other books and records (2 years in the office, 5 years in an easily accessible place). Also, if a proxy statement is NOT available on the SEC’s EDGAR database, we 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 us and our 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) we have a significant business relationship with the issuer) (as determined by a review of our Conflicted Proxy List), our policy is to alert affected client(s) of the conflict before voting and indicate the manner in which we will vote. In such circumstances, our client(s) may instruct us to vote in a different manner. In any case, we 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 we manage, then we must present the 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 we may present the conflict to the wrap sponsor, as our 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, we are seeking the auditor as a client or we have a significant business relationship with the auditor), electing an uncontested Board of Directors, etc.
In the event it is impractical to obtain client consent to vote a proxy when faced with a conflict of interest, the firm 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.
In the absence of any conflict, once any member of the relevant portfolio management team determines that it would be in our clients’ best interests to vote AGAINST management recommendations (or, for Madison Scottsdale, any particular portfolio manager makes such determination), then the decision should be brought to the attention of the Management Team, or any subcommittee appointed by the Management Team from among its members (such subcommittee may be a single person), to ratify the decision to stray from our general policy of voting with management. Such ratification need not be in writing.
The Management Team or any subcommittee appointed by the Management Team from among its members (such subcommittee may be a single person) shall monitor potential conflicts of interest between our firm and clients that would affect the manner by which we vote a proxy.
As of January 1, 2004, Jay Sekelsky represents the Management Team 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 and Ultra Series Fund reflect the policies and procedures of the Madison Funds’ investment adviser, Madison Asset Management, LLC (“Madison”), and are incorporated into the Madison organization’s written compliance and procedures manual. In addition, Madison Funds’ and Ultra Series Fund's policies incorporate the proxy voting policies and procedures of Madison’s current subadvisers: Lazard Asset Management LLC and Wellington Management Company, LLP.
With respect to the proxy voting function relative to Madison Funds and Ultra Series Fund, the Board of Trustees has delegated this function to Madison. In general, with respect to proxies to be voted on behalf of the Madison Funds and Ultra Series Fund 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 or Ultra Series Fund. Madison currently intends to monitor, by requesting periodic certifications from each of the subadvisers, the voting of each of the subadvisers to

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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 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 nor Ultra Series Fund will be required to take any action with respect to such instances, in the absence of other compelling factors that would necessitate such action.
Special Considerations for Securities on Loan
The funds may loan securities from time to time under the funds’ securities lending program. Pursuant to such program, Madison will call back securities on loan in the event there is a vote on a material matter (e.g., merger) so that those securities can voted.
Special Considerations for International Securities
Certain foreign companies may impose restrictions on 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, we are required to do so. In most cases, the plan document will specify who is required to vote proxies.
It is important that our 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 us from voting proxies, then the Trustee must vote proxies attributable to our ERISA client’s accounts.
2.
On the other hand, if the Contracts are silent or simply state that we “may” vote proxies, then it is our fiduciary duty to affirmatively vote under ERISA.
ERISA requires us, when we are 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) forward to us all proxies received so that we may vote them in a timely manner.
Our general policy is to vote all ERISA plan proxies received in the same manner as we 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
We must keep any written documents (including email) we prepared that were material to making a decision on how to vote a proxy (or that memorialized the basis for our decision).
As noted above, we need not keep a copy of the actual proxy statements we received if they are available on the SEC’s EDGAR database.
We must keep in the applicable client file records of written client requests for proxy voting information. We must, of course, also keep a copy in the client file of any of our written responses to clients who asked for such information either in writing or orally.
We retained the services of ProxyEdge to maintain the records of the proxy votes we cast on behalf of clients. To the extent we vote 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.

 


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WELLINGTON MANAGEMENT COMPANY LLP
GLOBAL PROXY POLICIES AND PROCEDURES
INTRODUCTION
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 clients for whom it exercises proxy-voting discretion.
Wellington Management’s Proxy Voting Guidelines (the “Guidelines”) set forth broad guidelines and positions on common proxy issues that Wellington Management uses in voting on proxies. In addition, Wellington Management also considers each proposal in the context of the issuer, industry and country or countries in which the issuer’s business is conducted. The Guidelines are not rigid rules and the merits of a particular proposal may cause Wellington Management to enter a vote that differs from the Guidelines.
STATEMENT OF POLICY
Wellington Management:
1) Votes client proxies for which clients have affirmatively delegated proxy-voting authority, in writing, unless it determines that it is in the best interest of one or more clients to refrain from voting a given proxy.
2) Votes all proxies in the best interests of the client for whom it is voting, i.e., to maximize economic value.
3) Identifies and resolves all material proxy-related conflicts of interest between the firm and its clients in the best interests of the client.
RESPONSIBILITY AND OVERSIGHT
The Investment Research Group ("Investment Research") monitors regulatory requirements with respect to proxy voting and works with the firm’s Legal and Compliance Group and the Corporate Governance Committee to develop practices that implement those requirements. Investment Research also acts as a resource for portfolio managers and research analysts on proxy matters as needed. Day-to-day administration of the proxy voting process is the responsibility of Investment Research. The Corporate Governance Committee is responsible for oversight of the implementation of the Global Proxy Policy and Procedures, review and approval of the Guidelines and for providing advice and guidance on specific proxy votes for individual issuers.
PROCEDURES
Use of Third-Party Voting Agent
Wellington Management uses the services of a third-party voting agent to manage the administrative aspects of proxy voting. The voting agent processes proxies for client accounts, casts votes based on the Guidelines and maintains records of proxies voted.
Receipt of Proxy
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.
Reconciliation
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, Investment Research conducts proxy research internally, and uses the resources of a number of external sources to keep abreast of developments in corporate governance 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 Investment Research and voted in accordance with the Guidelines.
Issues identified as “case-by-case” in the Guidelines are further reviewed by Investment Research. 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.

Wellington Management 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 documentation and reports, for clients and for internal purposes, relating to the voting of proxies are promptly and properly prepared and disseminated.


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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 Investment Research 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.
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 are potential instances in which a proxy vote might not be entered.
Securities Lending
In general, Wellington Management does not know when securities have been lent out pursuant to a client’s securities lending program 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 impose trading restrictions or requirements regarding re-registration of securities held in omnibus accounts in order for shareholders to vote a proxy. The potential impact of such requirements is evaluated when determining whether to vote such proxies.
Lack of Adequate Information, Untimely Receipt of Proxy Materials, or Excessive Costs
Wellington Management may abstain from voting a proxy when the proxy statement or other available information is inadequate to allow for an informed vote, when the proxy materials are not delivered in a timely fashion or when, in Wellington Management’s judgment, the costs exceed the expected benefits to clients (such as when powers of attorney or consularization are required).
ADDITIONAL INFORMATION
Wellington Management maintains records related to proxies pursuant to Rule 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 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.

January 1, 2018











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LAZARD ASSET MANAGEMENT LLC
PROXY VOTING POLICY

A.
Introduction
Lazard Asset Management LLC and its affiliates (“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 worldwide, including institutions, financial intermediaries, sovereign wealth funds, and private clients. 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.
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, Lazard’s General Counsel and Chief Compliance Officer, portfolio managers and other investment personnel of Lazard. The Proxy Committee meets at least 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.
2.
Role of Third Parties
Lazard currently subscribes to advisory and other proxy voting services provided by Institutional Shareholder Services (ISS) and by Glass, Lewis & Co. (Glass Lewis). These proxy advisory services provide independent analysis and recommendations regarding various companies’ proxy proposals. While this research serves to help improve our understanding of the issues surrounding a company’s proxy proposals, Lazard’s Portfolio Manager/Analysts and Research Analysts (collectively, “Portfolio Management”) are responsible for providing the vote recommendation for a given proposal. ISS provides additional 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.
ProxyOps provides Lazard’s Portfolio Manager/Analysts and Research Analysts (collectively, “Portfolio Management”) with the shareholder meeting agenda of proposals to be voted, the Lazard Approved Guidelines, as well as both Glass Lewis’ and ISS’ independent vote recommendations and supporting analyses for each proposal. Unless Portfolio Management disagrees with the Approved Guideline for a specific proposal, ProxyOps will generally vote the proposal 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 Section F and G below). In cases where Portfolio Management recommends

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a vote contrary to the Approved Guideline, the rationale for doing so and all other relevant information is provided to the Proxy Committee for its final vote determination. 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 instructions.
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 Portfolio Management with knowledge of the issuer and its securities (collectively, “Portfolio Management”) is essential. 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. 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, ProxyOps seeks Portfolio Management’s recommendation on how to vote all such proposals. 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.
As a global firm, we recognize that there are differing governance models adopted in various countries and that local laws and practices vary widely. Although the Approved Guidelines are intended to be applied uniformly world-wide, where appropriate, Lazard will give consideration to regional/local law and best practices in applying our Proxy Voting Policy and vote instructions.
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 the Approved Guidelines, not voting shares at all, issuing standing instructions to ISS on how to vote certain proxy matters on behalf of Lazard, or other unique circumstances requiring special vote considerations. 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:
non-controversial 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 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 company’s directors be independent;
Case-by-case basis regarding the election of directors where the board does not have independent “key committees” or sufficient board independence;
Case-by-case basis regarding non-independent directors who serve on key committees that are not sufficiently independent;
For proposals that a board’s committees comprise solely of independent directors or consist of a majority of independent directors;
Case-by-case basis on proposals to require the separation of chairman and CEO;
Case-by-case basis, generally 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 if indemnification is due to negligence then directors would be liable for intentional misconduct and actions taken without good faith intention - 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;
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

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case-by-case basis regarding the establishment of shareholder advisory committees;
Against shareholder proposals seeking to establish term limits for directors;
Case-by-case basis regarding proposals to establish directors’ mandatory retirement age;
Case-by-case basis regarding the removal of age restrictions for directors;
Against shareholder proposals seeking to establish minimum stock-ownership requirements for directors;
Case-by-case basis regarding director stock retention /holding periods; and
Against shareholder proposals seeking to change the size of 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;
Case-by-case basis regarding shareholder rights plans (also known as “poison pill plans”), and For proposals that ask management to submit any new poison pill plan to shareholder vote;
Against proposals seeking to adopt fair price provisions and on a case-by-case basis regarding proposals seeking to rescind them;
Against “blank check” preferred stock; and
Case-by-case basis regarding other provisions seeking to amend a company’s by-laws or charter regarding anti-takeover provisions.
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 U.S. 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
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;
Case-by-case basis on matters affecting shareholder rights, such as amending votes-per-share;
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
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:
Case-by-case basis regarding all stock option plans;
Against restricted stock plans that do not define performance criteria;
For employee stock purchase plans;
Case-by-case basis for stock appreciation rights plans;
For deferred compensation plans;
Case-by-case basis regarding proposals to approve executive loans to exercise options;
Against proposals to re-price underwater options;
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 individual 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.

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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.
Environmental, Social and Corporate Governance
Proposals involving environmental, social and corporate governance issues take many forms and cover a wide array of issues. Some examples may include: proposals to have a company increase its environmental disclosure; adoption of principles to limit or eliminate certain business activities, or limit or eliminate business activities in certain countries; adoption of certain conservation efforts; 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.
As set out in Lazard’s Environmental, Social and Corporate Governance (ESG) Policy, Lazard is committed to an investment approach that incorporates ESG considerations in a comprehensive manner in order to safeguard the interests of our clients. Lazard generally supports the notion that corporations should be expected to act as good citizens, but is obligated to vote on environmental, social and corporate governance proposals in a way that it believes will most increase shareholder value. Lazard’s Approved Guidelines are structured to evaluate most environmental, social and corporate governance proposals on a case-by-case basis. Lazard will generally support proposals asking for a company to increase its environmental/social disclosures (e.g., to provide a corporate sustainability report), and will vote For the approval of anti-discrimination policies and socially responsible agenda.
E.
Voting Securities in Different Countries
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 decide if it is in the best interest of its clients not to vote the proxies.
There may be other instances where Portfolio Management may wish to refrain from voting proxies (See Section G.1. below). Due to the nature of the investment strategy, a decision to refrain from voting proxies of certain Japanese securities or emerging market securities will generally be determined by Portfolio Management. (See 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

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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.
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 Lazard’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.
In addition, in the event of a conflict that arises in connection with a proposal for Lazard to vote shares held by Lazard clients in a Lazard mutual fund, Lazard will typically vote each proposal for or against proportion to the shares voted by other shareholders.
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 majority recommendation of the independent proxy services to which we subscribe.
G.
Other Matters
1.
Issues Relating to Management of Specific Lazard Strategies
Due to the nature of certain strategies managed by Lazard, 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. 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, and will obtain the Proxy Committee’s confirmation accordingly.
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, 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 portfolio management teams 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.
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 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.



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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 Financial Services LLC. 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, MIG-3 and SG; 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. SG notes are speculative grade credit quality and may lack sufficient margins and protection.
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.
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.

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PART C
OTHER INFORMATION
Madison 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, 2014, as amended (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

C-1

    

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
a.
MFD 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 and the Ultra Series Fund. 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
Kevin S. Thompson (1)
Chief Legal Officer/General Securities Principal
Chief Legal Officer, Chief Compliance Officer and Assist. Sec.
Elizabeth A. Dettman (1)
Chief Financial Officer/FINOP
None
Steven A. Carl (1)
General Securities Principal
FINRA Rule 3130 Chief Executive Officer
None
William Luetzow (1)
Designated Supervisory Principal/CCO
Assistant Secretary
Holly S. Baggot (1)
Vice President
Secretary and Assistant Treasurer
Katherine L. Frank (1)
Manager (2)
Trustee and President
Christopher Schroeder (1)  
General Securities Principal
None
(1)  
The principal business address of these persons is: 550 Science Drive, Madison, WI 53711.
(2)  
Ms. Frank is the Manager on behalf 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.

C-2

    

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:
a.
Madison Asset Management, LLC
550 Science Drive
Madison, WI 53711
b.
MFD Distributor, LLC
550 Science Drive
Madison, WI 53711
c.
DST Asset Management Solutions, Inc.
2000 Crown Colony Drive
Quincy, MA 02169
d.
State Street Bank & Trust Company
801 Pennsylvania
Kansas City, MO 64105
Item 29. Management Services
Not applicable.
Item 30. Undertakings
Not applicable.


C-3



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 27th day of February, 2018.

Madison 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
February 27, 2018
Katherine L. Frank
Executive Officer)
 
 
 
 
/s/Greg D. Hoppe
Treasurer (Principal Financial
February 27, 2018
Greg D. Hoppe
Officer)
 
 
 
 
*
Trustee
February 27, 2018
James R. Imhoff, Jr.
 
 
 
 
 
*
Trustee
February 27, 2018
Carrie J. Thome
 
 
 
 
 
*
Trustee
February 27, 2018
Steven P. Riege
 
 
 
 
 
*
Trustee
February 27, 2018
Richard E. Struthers
 
 
 
 
 
 
 
 
 
 
 
 
 
 

*By: /s/ Kevin S. Thompson
Kevin S. Thompson
*Pursuant to Power of Attorney (see Exhibit (q) to this Registration Statement)

C-4



EXHIBIT INDEX
 
Exhibit
Incorporated by Reference to
Filed  
Herewith
 
 
 
 
(a.1)
Amended and Restated Declaration of Trust dated February 10, 2017
Post-Effective Amendment (“PEA”) No. 54 to this Form N-1A Registration Statement filed on February 14, 2017
 
 
 
 
 
(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”)
PEA No. 54 to this Form N-1A Registration Statement filed on February 14, 2017
 
 
 
 
 
(d.2)
Amended and Restated Investment Sub-Advisory Agreement with Lazard Asset Management dated October 1, 2016
PEA No. 54 to this Form N-1A Registration Statement filed on February 14, 2017
 
 
 
 
 
(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
 
 
 
 
 
(e.1)
Amended and Restated Distribution Agreement with MFD Distributor, LLC dated February 10, 2017
PEA No. 54 to this Form N-1A Registration Statement filed on February 14, 2017
 
 
 
 
 
(e.2)
Form of Dealer Agreement and 22c-2 Addendum (as revised effective February 10, 2017)
PEA No. 54 to this Form N-1A Registration Statement filed on February 14, 2017
 
 
 
 
 
(f)
Not Applicable
 
 
 
 
 
 
(g.1.a)
Custodian Agreement with State Street Bank and Trust Company dated January 1, 2013
PEA No. 38 to this Form N-1A Registration Statement filed on February 28, 2013
 
 
 
 
 
(g.1.b)
Letter Amendment to Custody Agreement dated July 31, 2014
PEA No. 54 to this Form N-1A Registration Statement filed on February 14, 2017
 
 
 
 
 

C-5



 
Exhibit
Incorporated by Reference to
Filed  
Herewith
(h.1.a)
Transfer Agency and Service Agreement with Boston Financial Data Services, Inc. dated January 1, 2013
PEA No. 38 to this Form N-1A Registration Statement filed on February 28, 2013
 
 
 
 
 
(h.1.b)
Amendment to TA and Service Agreement dated November 2, 2016
PEA No. 54 to this Form N-1A Registration Statement filed on February 14, 2017
 
 
 
 
 
(h.1.c)
Amendment to TA and Service Agreement dated November 3, 2016
PEA No. 54 to this Form N-1A Registration Statement filed on February 14, 2017
 
 
 
 
 
(h.2)
Form of Amended and Restated Services Agreement with MAM dated February 10, 2017
PEA No. 54 to this Form N-1A Registration Statement filed on February 14, 2017
 
 
 
 
 
(h.3)
 
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)
 
X
 
 
 
 
(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
 
 
 
 
 
(l.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
 

C-6



 
Exhibit
Incorporated by Reference to
Filed  
Herewith
 
 
 
 
(l.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
 
 
 
 
 
(l.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
 
 
 
 
 
(l.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 MAM effective April 19, 2013
PEA No. 37 to this Form N-1A Registration Statement filed on January 2, 2013
 
 
 
 
 
(l.11)
Subscription Agreement with MAM effective September 23, 2013
PEA No. 43 to this Form N-1A Registration Statement filed on July 8, 2013
 
 
 
 
 
(m.1)
Amended and Restated Distribution and Service Plan for Class A Shares dated February 10, 2017
PEA No. 54 to this Form N-1A Registration Statement filed on February 14, 2017
 
 
 
 
 
(m.2)
Amended and Restated Distribution and Service Plan for Class B Shares dated February 10, 2017
PEA No. 54 to this Form N-1A Registration Statement filed on February 14, 2017
 
 
 
 
 
(m.3)
Amended and Restated Distribution and Service Plan for Class C Shares dated February 10, 2017
PEA No. 54 to this Form N-1A Registration Statement filed on February 14, 2017
 

C-7



 
Exhibit
Incorporated by Reference to
Filed  
Herewith
 
 
 
 
(n)
Amended and Restated Plan for Multiple Classes of Shares (Pursuant to Rule 18f-3) dated February 10, 2017
PEA No. 54 to this Form N-1A Registration Statement filed on February 14, 2017
 
 
 
 
 
(o)
Reserved
 
 
 
 
 
 
(p.1)
 
X
 
 
 
 
(p.2)
 
X
 
 
 
 
(p.3)
 
X
 
 
 
 
(q)
 
X
 
 
 
 
____________________
X    Filed herewith.


C-8





SECURITIES LENDING AUTHORIZATION AGREEMENT

Between

MADISON FUNDS
ULTRA SERIES FUND
MADISON COVERED CALL AND EQUITY STRATEGY FUND
MADISON STRATEGIC SECTOR PREMIUM FUND
 
ON BEHALF OF EACH OF ITS SERIES AS LISTED ON SCHEDULE C

And

STATE STREET BANK AND TRUST COMPANY



Form Revised Aug 2017


Information Classification: Limited Access





TABLE OF CONTENTS
    
PAGE
1.    DEFINITIONS    1

2.    APPOINTMENT OF STATE STREET    3

3.    SECURITIES TO BE LOANED    3

4.    BORROWERS    3

5.    SECURITIES LOAN AGREEMENTS    4

6.    LOANS OF AVAILABLE SECURITIES    4

7.    DISTRIBUTIONS ON AND VOTING RIGHTS WITH RESPECT TO
LOANED SECURITIES    4

8.    COLLATERAL    6

9.
INVESTMENT OF CASH COLLATERAL; COMPENSATION; GRANT OF SECURITY INTEREST    7

10.    FEE DISCLOSURE    8

11.    RECORDKEEPING AND REPORTS    9

12.
STANDARD OF CARE AND INDEMNIFICATION    9

13.    REPRESENTATIONS AND WARRANTIES    10

14.    BORROWER DEFAULT INDEMNIFICATION    11

15.    CONTINUING AGREEMENT; TERMINATION; REMEDIES    12

16.    NOTICES    13

17.    SECURITIES INVESTORS PROTECTION ACT    14

18.    AUTHORIZED REPRESENTATIVES    14

19.    AGENTS    14

20.    FORCE MAJEURE    14

Information Classification: Limited Access






21.    MISCELLANEOUS    14

22    CONFIDENTIALITY    15

23    USE OF DATA    15

24.    COUNTERPARTS    16

25.    MODIFICATION    16



Information Classification: Limited Access






EXHIBITS AND SCHEDULES


SCHEDULE A (Fee Split)

SCHEDULE B (Cash Collateral Investment)

SCHEDULE C (Funds)

SCHEDULE D (Acceptable Forms of Collateral)






Information Classification: Limited Access




SECURITIES LENDING AUTHORIZATION AGREEMENT


Agreement dated the 12th day of January, 2018 among MADISON FUNDS, ULTRA SERIES FUND, MADISON COVERED CALL AND EQUITY STRATEGY FUND, and MADISON STRATEGIC SECTOR PREMIUM FUND, on behalf of each of its series as listed on Schedule C , severally and not jointly, each a registered management investment company, organized and existing under the laws of the jurisdiction specified on Schedule C (each, a “Trust”), and STATE STREET BANK AND TRUST COMPANY acting either directly or through any State Street Affiliates (defined below) (collectively , “State Street”), setting forth the terms and conditions under which State Street is authorized to act on behalf of each Fund with respect to the lending of certain securities of the Trust held by State Street as agent, trustee or custodian.

This Agreement shall be deemed for all purposes to constitute a separate and discrete agreement between State Street and each series of each Trust as listed on Schedule C to this Agreement (each such series, a “Fund” and collectively, the “Funds”) as it may be amended by the parties, and no series of shares of each Trust shall be responsible or liable for any of the obligations of any other series of each Trust under this Agreement or otherwise, notwithstanding anything to the contrary contained herein.

NOW, THEREFORE, in consideration of the mutual promises and of the mutual covenants contained herein, each of the parties hereto does hereby covenant and agree as follows:

1. Definitions . For the purposes hereof:

(a) “Agreement” means this Securities Lending Authorization Agreement, as amended, restated, supplemented or otherwise modified in accordance herewith from time to time.

(b) “Applicable Law” means the laws, rules and regulations (including income tax treaties) of any relevant jurisdiction, including published practice of any government or other taxing authority in connection with such laws, rules and regulations.

(c) “Authorized Representative” means any person who is, or State Street reasonably believes to be, authorized to act on behalf of a Fund with respect to any of the transactions contemplated by this Agreement.

(d) “Available Securities” means the securities of the Funds that are available for Loans pursuant to Section 3.

(e) “Borrower” means any of the entities to which Available Securities may be loaned under a Securities Loan Agreement, as described in Section 4.

(f) “Collateral” means cash, securities or letters of credit delivered by a Borrower to secure its obligations under a Securities Loan Agreement.

Information Classification: Limited Access
1




(g) “Fee Income” means any fee income received from a Borrower, including, without limitation, negative rebates paid by a Borrower in connection with Loans, premiums in connection with non-cash Collateral and fees in connection with fee for hold or other arrangements.

(h) “Investment Manager” when used in any provision, means the person or entity that has discretionary authority over the investment of the Available Securities to which the provision applies.

(i) “Loan” means a loan of Available Securities to a Borrower.

(j) “Loaned Security” shall mean any “security” which is delivered as a Loan under a Securities Loan Agreement; provided that, if any new or different security shall be exchanged for any Loaned Security by recapitalization, merger, consolidation, or other corporate action, such new or different security shall, effective upon such exchange, be deemed to become a Loaned Security in substitution for the former Loaned Security for which such exchange was made.

(k) “Market Value” of a security means the market value of such security (including, in the case of a Loaned Security that is a debt security, the accrued interest on such security) as determined by the independent pricing service designated by State Street, or such other independent sources as may be selected by State Street on a reasonable basis.

(l) “Net Investment Income” means income (including interest, dividends and realized net capital gains) distributed in respect of the investment of cash Collateral, net of applicable fees, charges and expenses properly charged by the relevant investment vehicle in which such cash Collateral is invested.

(m) “Obligations” means any and all liabilities and obligations of the Fund to State Street arising under or in respect of this Agreement, whether mature or unmatured, contingent or otherwise, including any obligation of the Fund to pay State Street or to reimburse State Street for any credit, advance, overdraft or other indebtedness of the Fund to State Street.

(n) “Replacement Securities” means securities of the same issuer, class and denomination as Loaned Securities.

(o) “Securities Loan Agreement” means the agreement between a Borrower and State Street (on behalf of the Funds) that governs Loans, as described in Section 5, as amended, restated, supplemented or otherwise modified in accordance therewith from time to time.

(p) “State Street Affiliate” means any entity that directly or indirectly through one or more intermediaries, controls State Street Bank and Trust Company or that is controlled by or is under common control with State Street Bank and Trust Company.


Information Classification: Limited Access
2



2.      Appointment of State Street . Each Fund hereby appoints and authorizes State Street as its agent to lend Available Securities to Borrowers in accordance with the terms of this Agreement. State Street shall have the responsibility and authority to do or cause to be done all acts State Street shall determine to be desirable, necessary, or appropriate to implement and administer this securities lending program. Each Fund agrees that State Street is acting as a fully disclosed agent and not as principal in connection with the securities lending program. State Street may take action as agent of the Fund on an undisclosed or a disclosed basis. State Street is hereby authorized to request a third party bank to undertake certain custodial functions in connection with holding of the Collateral provided by a Borrower hereunder. In connection therewith, State Street may instruct said third party to establish and maintain a Borrower’s account and a State Street account wherein all Collateral, including cash, shall be maintained by said third party in accordance with the terms of a form of an arrangement which shall also be consistent with the terms hereof.

Each Fund also appoints and authorizes State Street, as its agent, to enter into fee for hold arrangements with respect to certain Available Securities. State Street, as agent, will, in return for a fee from the Borrower, hold and reserve certain Available Securities and refrain from lending such securities to any third party without the Borrower's permission, provided , however , that the fee for hold arrangements shall not restrict or otherwise affect the Fund’s ownership rights with regard to the Available Securities.

3. Securities to be Loaned . All of the Fund’s securities held by State Street as trustee or custodian shall be subject to this securities lending program and constitute Available Securities hereunder, except those securities, which the Fund or the Investment Manager specifically identifies herein as not being Available Securities. In the absence of any such identification herein or other notices specifically identifying securities as not being Available Securities, State Street shall have no authority or responsibility for determining whether any of the Fund’s securities should be excluded from the securities lending program.

4.      Borrowers .

Each Fund hereby authorizes State Street to effect Loans of Available Securities of the Fund with any person on State Street’s list of approved Borrowers, except State Street Bank and Trust Company, State Street Bank GmbH, and any other State Street Affiliate. State Street’s list of approved Borrowers will be supplied to the Fund on request.

State Street shall not be responsible for any statements, representations, warranties or covenants made by any Borrower in connection with any Loan or for any Borrower’s performance of or failure to perform the terms of any Loan under the applicable Securities Loan Agreement or any related agreement, including the failure to make any required payments, except as otherwise expressly provided herein.


Information Classification: Limited Access
3



5. Securities Loan Agreements . Each Fund authorizes State Street to enter into one or more Securities Loan Agreements with such Borrowers as may be selected by State Street. Each Securities Loan Agreement shall have such terms and conditions as State Street may negotiate with the Borrower. Certain terms of individual Loans, including rebate fees to be paid to the Borrower for the use of cash Collateral, shall be negotiated at the time a Loan is made.

6. Loans of Available Securities . State Street shall be responsible for determining whether any Loan shall be made, and for negotiating and establishing the terms of each such Loan. State Street shall have the authority to terminate any Loan in its discretion, at any time and without prior notice to the Fund. In the event of a default (within the meaning of the applicable Securities Loan Agreement) by a Borrower on any Loan, State Street shall be fully protected in acting in any manner it deems reasonable and appropriate. Upon notice to State Street, the Fund has the right to direct State Street to initiate action to terminate any Loan made under this Agreement.

Each Fund acknowledges that State Street administers securities lending programs for other clients of State Street. State Street will allocate securities lending opportunities among its clients, using methods established by State Street from time to time. State Street does not represent or warrant that any amount or percentage of the Fund’s Available Securities will in fact be loaned to Borrowers. Each Fund agrees that it shall have no claim against State Street and State Street shall have no liability arising from, based on, or relating to, loans allocated to other clients, or loan opportunities not made available to the Fund, whether or not State Street has made fewer or more loans for any other client, and whether or not any loan allocated to another client, or loan opportunity not made available to the Fund, could have resulted in Loans made under this Agreement.

Each Fund also acknowledges that, under the applicable Securities Loan Agreements, Borrowers will not be required to return Loaned Securities immediately upon receipt of notice from State Street terminating the applicable Loan, but instead will be required to return such Loaned Securities within such period of time following such notice as is specified in the applicable Securities Loan Agreement, but not later than the customary settlement period. Upon receiving a notice from the Fund or the Investment Manager that Available Securities which have been loaned to a Borrower should no longer be considered Available Securities (whether because of the sale of such securities or otherwise), State Street shall use reasonable efforts to notify promptly thereafter the Borrower which has borrowed such securities that the Loan of such Available Securities is terminated and that such Available Securities are to be returned within the time specified by the applicable Securities Loan Agreement, but not later than the end of the customary settlement period.

7. Distributions on and Voting Rights with Respect to Loaned Securities . Except as provided in the next sentence, all substitute interest, dividends, and other distributions paid with respect to Loaned Securities shall be credited to the Fund’s relevant account on the date such amounts are delivered by the Borrower to State Street. Any non‑cash distribution on Loaned Securities which is in the nature of a stock split or a stock dividend shall be added to the Loan (and shall be considered to constitute Loaned Securities) as of the date such non‑cash distribution is received by the Borrower; provided that the Fund or Investment Manager may, by giving State Street ten (l0) business days’ notice prior to the date of such non‑cash distribution, direct State Street to request that the Borrower deliver such non‑cash distribution to State Street, pursuant to the applicable Securities Loan

Information Classification: Limited Access
4



Agreement, in which case State Street shall credit such non‑cash distribution to the Fund’s relevant account on the date it is delivered to State Street.

Each Fund acknowledges that it will not be entitled to participate in any dividend reinvestment program or to vote with respect to securities that are on loan on the applicable record date for such securities.

Each Fund also acknowledges that any payments of distributions from Borrower to the Fund are in substitution for the interest or dividend accrued or paid in respect of Loaned Securities and that the tax and accounting treatment of substitute payments may differ from the tax and accounting treatment of such interest or dividend payments if received directly from issuers.

Each Fund also acknowledges that, with respect to payments of distributions from Borrower, the Fund will generally not be entitled to any credits, including foreign tax credits, for any income tax that would normally be withheld at source on actual distributions of income made by the issuer of the Loaned Securities.

Each Fund further acknowledges that, unless otherwise agreed, payments of distributions from Borrower will be determined by reference to Applicable Law as of the date of each payment and no adjustment will be made to amounts paid by Borrower as a result of any retroactive change in Applicable Law that is announced or enacted after the date of the relevant payment or any decision of a court of competent jurisdiction which is made after the date of the relevant payment (other than where such decision results from an action taken with respect to this Agreement or amounts paid or payable under this Agreement).

If an installment, call or rights issue becomes payable on or in respect of any Loaned Securities, State Street shall use all reasonable endeavors to ensure that any timely instructions from the Fund or its Investment Manager are complied with, but State Street shall not be required to make any payment unless the Fund has first placed funds with State Street to make such payment.

Each Fund acknowledges and agrees that, with respect to a dividend paid during the Loan term by a company that is a resident of France, the Fund will not be entitled to receive, either from the French company or the Borrower, any additional dividends (sometimes referred to as “complementary coupons”) declared and payable by such company that are equivalent to a tax credit adjustment (such as “credit d’impot étranger”).

Each Fund further acknowledges and agrees that the Fund will be required to accept cash in lieu of fractional shares in all instances in which an issuer does not issue fractional shares.


Information Classification: Limited Access
5



8. Collateral .

(a) Receipt of Collateral . Each Fund authorizes State Street, or a third party bank, to receive and to hold, on the Fund’s behalf, Collateral from Borrowers to secure the obligations of Borrowers with respect to any Loan of Available Securities made on behalf of the Fund pursuant to the Securities Loan Agreements. Concurrently with or prior to the delivery of the Loaned Securities to the Borrower under any Loan, State Street shall receive from the Borrower Collateral in any of the forms listed on Schedule D . Said Schedule may be amended from time to time by State Street and the Fund. All investments of cash Collateral shall be for the account and at the risk of the Fund.

(b) Marking to Market . The initial Collateral received shall have (depending on the nature of the Loaned Securities and the Collateral received) a value of 102% or 105% of the Market Value of the Loaned Securities, or such other value, but not less than 102% of the Market Value of the Loaned Securities, as may be applicable in the jurisdiction in which such Loaned Securities are customarily traded.

Pursuant to the terms of the applicable Securities Loan Agreement, State Street shall, in accordance with State Street's reasonable and customary practices, mark Loaned Securities and Collateral to their Market Value each business day based upon the Market Value of the Collateral and the Loaned Securities at the close of business employing the most recently available pricing information, and ensure that each applicable Securities Loan Agreement shall require each Borrower to deliver additional Collateral (for Collateral comprised of a letter of credit, an additional or replacement letter of credit) to State Street as follows:

In the case of Loans from a Fund to a Borrower of (i) US equity securities and (ii) US corporate debt securities, the Borrower will in each case be required to deliver additional Collateral in the event that the Market Value of the Collateral in respect of such Loans is less than one hundred and two percent (102%) of the Market Value of the Loaned Securities, and such additional Collateral together with all Collateral previously delivered in respect of such Loans shall have a Market Value of not less than one hundred and two percent (102%) of the Market Value of the Loaned Securities.

Unless market practice otherwise permits, in the case of Loans from a Fund to a Borrower of non-US equity securities, the Borrower will be required to deliver additional Collateral in the event that the Market Value of the Collateral in respect of such Loans is less than one hundred and five percent (105%) of the Market Value of the Loaned Securities, and such additional Collateral together with all Collateral previously delivered in respect of such Loans shall have a Market Value of not less than one hundred and five percent (105%) of the Market Value of the Loaned Securities.

In the case of Loans from a Fund to a Borrower of (i) US government securities (including securities issued by US agencies or instrumentalities), (ii) sovereign debt issued by non-US governments, and (iii) non-US corporate debt securities the Borrower will in each case be required to deliver additional Collateral in the event that the Market Value of the Collateral in respect of such Loans is less than one hundred percent (100%) of the Market Value of the Loaned Securities, and

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such additional Collateral together with all Collateral previously delivered in respect of such Loans shall have a Market Value of not less than one hundred and two percent (102%) of the Market Value of the Loaned Securities.

(c) Return of Collateral . The Collateral shall be returned to Borrower at the termination of the Loan upon the return of the Loaned Securities by Borrower to State Street in accordance with the applicable Securities Loan Agreement.

9. Investment of Cash Collateral; Compensation; Grant of Security Interest .

(a) Investment of Cash Collateral . To the extent that a Loan is secured by cash Collateral, such cash Collateral, including money received with respect to the investment of the same, or upon the maturity, sale, or liquidation of any such investments, shall be invested by State Street in accordance with the directions of the Funds as set forth on Schedule B under the heading “Cash Collateral Investment.” State Street does not assume any market or investment risk of loss associated with any investment of cash Collateral. If the amounts so invested are insufficient to return any and all amounts due to a Borrower pursuant to the applicable Securities Loan Agreement, the Fund shall be responsible for such shortfall.

(b) Cash Collateral Investments Not Guaranteed . Each Fund acknowledges that interests in any separately managed account or any collective investment vehicles to which State Street and/or one or more of the State Street Affiliates provide services are not guaranteed or insured by State Street or State Street Affiliates or by the Federal Deposit Insurance Corporation or any government agency.

(c) Net Investment Income and Fee Income . Net Investment Income and Fee Income shall be credited to the Fund’s securities lending account, on a monthly basis, only after making the following payments on behalf of the Fund: (i) rebate fees shall be paid to Borrowers in accordance with the applicable Securities Loan Agreements; and (ii) a portion of any remaining Net Investment Income and Fee Income after payment of the amounts set forth in clause (i) shall be paid to State Street (as compensation for its services under this Agreement) in the proportion set forth on Schedule A under the heading “Fee Split.” In the event that for a given monthly period, the sum of Net Investment Income and Fee Income is less than the amount of the rebate fees payable to Borrowers pursuant to the applicable Securities Loan Agreements, State Street and the Fund shall be responsible for the shortfall in the proportions set forth on Schedule A under the heading “Fee Split.” The Fund shall be responsible for any and all other amounts due to Borrowers under the applicable Securities Loan Agreements. For the avoidance of doubt, any taxes required to be withheld at source from Fee Income shall be deducted from the amount credited to the Fund’s securities lending account as described in this Paragraph (c) (i.e., from the amount credited after payment of the amounts identified in clauses (i) and (ii) above), and to the extent that such amount is less than the amount of such taxes, then the Fund shall be responsible for any shortfall.

    

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(d) Loan Premiums . To the extent that a Loan is secured by non‑cash Collateral, the Borrower shall be required to pay a loan premium, the amount of which shall be negotiated by State Street. There may be instances in which the loan premium is zero on any particular day.

(e) Advances . State Street may, but is not obligated to, advance funds required to be paid by the Fund pursuant to a Securities Loan Agreement or this Agreement. State Street may, in its discretion, and in such case the Fund hereby explicitly authorizes State Street to, charge interest on any such advance at a rate consistent with prevailing rates for short-term investments at such time. The Fund shall reimburse State Street on demand for the amount of any such advance, including interest accrued and payable thereon up until the date of such payment, or any other amount owed by the Fund to State Street under this Agreement.

(f) Right to Debit or Set Off . State Street may at any time charge or debit any account of the Fund maintained by or on behalf of State Street in any capacity (or set off any amounts otherwise payable or creditable to any such account), and may sell or otherwise liquidate investments made with cash Collateral, solely to pay any amounts due to a Borrower under a Securities Loan Agreement or any Obligations of the Fund. The Fund acknowledges that whenever State Street exercises its rights under this Paragraph (f) with respect to Obligations of the Fund, State Street is acting in a principal capacity on its own behalf and not on behalf of the Fund.

(g) Security Interest . As security for the payment and performance by the Fund of its Obligations, the Fund hereby grants to State Street a continuing lien upon and a first priority security interest in all Collateral and all assets (including accounts and investments) and any proceeds thereof in which the Fund at any time has rights and which at any time is maintained with, or possessed or controlled in any capacity by, State Street or any person acting on behalf of State Street (collectively, the “Property”). If the Fund shall fail to pay or perform any or all of the Obligations of the Fund as and when due, State Street shall have all the rights and remedies of a secured party under the Uniform Commercial Code of Massachusetts and other applicable law with respect to the Property. While any Obligations of the Fund are outstanding, State Street may decline to deliver out Property if the Fund has failed to pay or perform any of the Obligations as and when due or to the extent that, in State Street’s reasonable judgment, the aggregate value of the Property with respect to which State Street has a perfected security interest would be less than 105% of the Obligations of the Fund after giving effect to the delivery out. The provisions of this Section 9(g) shall not operate to limit any of State Street’s rights under contract or applicable law.

10. Fee Disclosure . The fees associated with the investment of cash Collateral in collective investment vehicles maintained or advised by State Street are set forth in the disclosure materials relating to each applicable collective investment vehicle (e.g., prospectus or offering memorandum). An annual report with respect to such collective investment vehicles is available to the Funds, at no expense, upon request. These fees and expenses may be changed from time to time by State Street upon prior written notice to the Funds.

11. Recordkeeping and Reports . State Street will establish and maintain such records as are reasonably necessary to account for Loans that are made and the income derived therefrom. State Street’s records shall be presumed to reflect accurately any instructions, directions or other

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communications, regardless of how communicated, sent or delivered, from any Authorized Representative. On a monthly basis, State Street will make available to the Funds a statement describing the Loans made, and the income derived from Loans, during the period covered by such statement. Each party to this Agreement shall comply with the reasonable requests of the other for information necessary to the requester’s performance of its duties in connection with this securities lending program.

Each Fund hereby agrees to participate in data aggregation services which provide securities lending market analysis, provided however, that State Street is only authorized to provide information relating to the Fund’s lending program, including, Available Securities and Loaned Securities, on an anonymous basis for aggregation into the database, the identity of the Fund as owner of the securities is in no way identifiable and the aggregator agrees to treat all information provided to it confidentially and to use such information solely for the purposes of providing the data aggregation service. If the Fund elects not to continue to participate in any such service at any time, State Street shall cease providing the Fund’s information within five (5) business days of written notification to that effect from the Fund.

12. Standard of Care and Indemnification .

(a) State Street shall use reasonable care in the performance of its duties hereunder consistent with that exercised by banks generally in the performance of duties arising from acting as agent for clients in securities lending and repurchase transactions (as appropriate).

(b) Each Fund shall indemnify State Street and hold State Street harmless from any loss or liability (including the reasonable fees and disbursements of counsel) incurred by State Street in rendering services hereunder or in connection with any breach of the terms of this Agreement by the Fund, except such loss or liability which results from State Street’s failure to exercise the standard of care required by this Section 12. Nothing in this Section shall derogate from the indemnities provided by State Street in Section 14.

(c) Notwithstanding any express provision to the contrary herein, State Street shall not be liable for any indirect, consequential, incidental, special or exemplary damages, even if State Street has been apprised of the likelihood of such damages occurring.

(d) Each Fund acknowledges that in the event that the Fund’s participation in securities lending generates income for the Fund, State Street may be required to withhold tax or may claim such tax from the Fund as is appropriate in accordance with applicable law.

(e) State Street, in determining the Market Value of Securities, including Collateral, may rely upon any recognized pricing service and shall not be liable for any errors made by such service.

    

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13. Representations and Warranties . Each party hereto represents and warrants that (a) it has and will have the legal right, power and authority to execute and deliver this Agreement, to enter into the transactions contemplated hereby, and to perform its obligations hereunder; (b) it has taken all necessary action to authorize such execution, delivery, and performance; (c) this Agreement constitutes a legal, valid, and binding obligation enforceable against it; and (d) the execution, delivery, and performance by it of this Agreement will at all times comply with all applicable laws and regulations.

Each Fund represents and warrants that (a) it has made its own determination as to the tax and accounting treatment of any dividends, remuneration or other funds received hereunder;

(b) the financial statements delivered to State Street pursuant to Section 4 fairly present its financial condition and there has been no material adverse change in its financial condition or the financial condition of any parent company since the date of the balance sheet included within such financial statements; and (c) it is the legal and beneficial owner of (or exercises complete investment discretion over) all Available Securities free and clear of all liens, claims, security interests and encumbrances and no such security has been sold, and that it is entitled to receive all distributions made by the issuer with respect to Loaned Securities. Each Loan shall constitute a present representation by the Fund that there has been no material adverse change in its financial condition or the financial condition of any parent company that has not been disclosed in writing to State Street since the date of the most recent financial statements furnished to State Street pursuant to Section 4.

Each Fund further represents and warrants that it will immediately notify State Street orally and by written notice, of the relevant details of any private or off market corporate actions, private consent offers/agreements and/or any other off-market arrangements that may require the recall and/or restriction of a security from lending activity. Such written notice shall be delivered sufficiently in advance so as to: (a) provide State Street with reasonable time to notify Borrowers of any instructions necessary to comply with the terms of the corporate actions, private consent offers/agreements and/or other off-market arrangements, and (b) provide such Borrowers with reasonable time to comply with such instructions.

The person executing this Agreement on behalf of the Funds represents that he or she has the authority to execute this Agreement on behalf of the Funds.

Each Fund represents and warrants that it is (i) a “qualified investor” within the meaning of Section 3(a)(54)(A) of the Securities Exchange Act of 1934, as amended; or (ii) an employee benefit plan that owns and invests on a discretionary basis not less than US $25,000,000 in investments.  Each Fund agrees to notify State Street immediately of any changes in the information set forth in this subparagraph of this Section 13.

Each Fund hereby represents to State Street that: (i) its policies and objectives generally permit it to engage in securities lending transactions; (ii) its policies permit it to purchase shares of the State Street Navigator Securities Lending Trust with cash Collateral; (iii) its participation in State Street’s securities lending program, including the investment of cash Collateral in the State Street Navigator Securities Lending Trust, and the existing series thereof has been approved by a

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majority of the directors or trustees which directors and trustees are not “interested persons” within the meaning of section 2(a)(19) of the Investment Company Act of 1940, and such directors or trustees will evaluate the securities lending program no less frequently than annually to determine that the investment of cash Collateral in the State Street Navigator Securities Lending Trust, including any series thereof, is in the Fund’s best interest; and (iv) its prospectus provides appropriate disclosure concerning its securities lending activity.

Each Fund hereby represents to State Street that (i) it is not subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) with respect to this Agreement and the Available Securities; (ii) it qualifies as an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act of 1933, as amended; (iii) that its taxpayer identification number is set forth in Schedule C; (iv) that its tax year end is set forth in Schedule C; and (v) income earned hereunder is exempt from federal income tax under Internal Revenue Code Section 501 (a).

Each Fund represents and warrants on a continuing basis that it has determined that each investment vehicle set forth on Schedule B hereto, taking into account any fees assessed thereby, is now, and will continue to be, an acceptable and appropriate investment vehicle for the investment of the Fund’s cash Collateral under this Agreement. Each Fund further represents and warrants that it has received and reviewed the State Street Agency Securities Lending Program Description of Risks and Conflicts of Interest and, with respect to each investment vehicle set forth on Schedule B hereto, it has received and reviewed, as of the date of this Agreement, the disclosure memorandum, confidential offering memorandum or equivalent offering document of each such investment vehicle.

14. Borrower Default Indemnification .

(a)     If at the time of a default (within the meaning of the applicable Securities Loan Agreement) by a Borrower with respect to a Loan, some or all of the Loaned Securities under such Loan have not been returned by the Borrower, and subject to the terms of this Agreement, State Street shall indemnify the Fund against the failure of the Borrower as follows. State Street shall purchase a number of Replacement Securities equal to the number of such unreturned Loaned Securities, to the extent that such Replacement Securities are available on the open market. Such Replacement Securities shall be purchased by applying the proceeds of the Collateral with respect to such Loan to the purchase of such Replacement Securities. Subject to the Fund’s obligations pursuant to Section 9 hereof, if and to the extent that such proceeds are insufficient or the Collateral is unavailable, the purchase of such Replacement Securities shall be made at State Street’s expense.

(b)    If State Street is unable to purchase Replacement Securities pursuant to Paragraph (a) hereof, State Street shall credit to the Fund’s relevant account an amount equal to the Market Value of the unreturned Loaned Securities for which Replacement Securities are not so purchased, determined as of (i) the last day the Collateral continues to be successfully marked to market against the unreturned Loaned Securities; or (ii) the next business day following the day referred to in (i) above, if higher.


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(c)     In addition to making the purchases or credits required by Paragraphs (a) and (b) hereof, State Street shall credit to the Fund’s relevant account the value of all distributions on the Loaned Securities (not otherwise credited to the Fund’s accounts with State Street), the record dates for which occur before the date that State Street purchases Replacement Securities pursuant to Paragraph (a) or credits the Fund’s relevant account pursuant to Paragraph (b).

(d)     Any credits required under Paragraphs (b) and (c) hereof shall be made by application of the proceeds of the Collateral (if any) that remains after the purchase of Replacement Securities pursuant to Paragraph (a). If and to the extent that the Collateral is unavailable or the value of the proceeds of the remaining Collateral is less than the value of the sum of the credits required to be made under Paragraphs (b) and (c), such credits shall be made at State Street’s expense.

(e)    If after application of Paragraphs (a) through (d) hereof, additional Collateral remains or any previously unavailable Collateral becomes available or any additional amounts owed by the Borrower with respect to such Loan are received from the Borrower, State Street shall apply the proceeds of such Collateral or such additional amounts first to reimburse itself for any amounts expended by State Street pursuant to Paragraphs (a) through (d) above, and then to credit to the Fund’s relevant account all other amounts owed by the Borrower to the Fund with respect to such Loan under the applicable Securities Loan Agreement.

(f)    In the event that State Street is required to make any payment and/or incur any loss or expense under this Section, State Street shall, to the extent of such payment, loss, or expense, be subrogated to, and succeed to, all of the rights of the Fund against the Borrower under the applicable Securities Loan Agreement. The Fund will, at the request of State Street, execute and deliver to State Street any confirmatory assignment or other instrument that State Street determines to be necessary or advisable to enable State Street to enforce any right to which State Street is subrogated.

15. Continuing Agreement; Termination; Remedies .

It is the intention of the parties hereto that this Agreement shall constitute a continuing agreement in every respect and shall apply to each and every Loan, whether now existing or hereafter made. The Funds and State Street may each at any time terminate this Agreement upon five (5) business days’ written notice to the other to that effect. The only effects of any such termination of this Agreement will be that (a) following such termination, no further Loans shall be made hereunder by State Street on behalf of the Funds, and (b) State Street shall, within a reasonable time after termination of this Agreement, terminate any and all outstanding Loans. The provisions hereof shall continue in full force and effect in all other respects until all Loans have been terminated and all obligations satisfied as herein provided. State Street does not assume any market or investment risk of loss associated with the Fund’s change in cash Collateral investment vehicles or termination of, or change in, its participation in this securities lending program and the corresponding liquidation of cash Collateral investments.

    

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16. Notices . Except as otherwise specifically provided herein, notices under this Agreement shall be in writing. A notice shall be sufficient if sent to the party entitled to receive such notice by email, facsimile transmission, or prepaid overnight delivery service, or for termination of this Agreement only, by certified or registered mail, and addressed as shown below. Facsimile and email notices shall be sufficient only if receipt is acknowledged by the party to which such notice is communicated at the numbers and email addresses shown below.

If to the Funds:

c/o Madison Asset Management, LLC
550 Science Drive
Madison, WI 53711
Attn: Treasurer
Fax:
Email: gregtt@madisonadv.com
    
With a copy to

c/o Madison Asset Management, LLC
550 Science Drive
Madison, WI 53711
Attn: Chief Compliance Officer
Email: Compliance@madisonadv.com

If to State Street:

State Street Bank and Trust Company
Securities Finance
State Street Financial Center
One Lincoln Street
Boston, Massachusetts 02111-2900
Attn: Legal Department, 4 th Floor
Fax: (617) 946-0046
SFLegal@StateStreet.com

or to such other addresses as either party may furnish the other party by written notice under

this section.

Whenever this Agreement permits or requires the Funds to give notice to, direct, or provide information to State Street, such notice, direction, or information shall be provided to State Street on the Funds’ behalf by any individual designated for such purpose by the Funds in a written notice to State Street. (This Agreement shall be considered such a designation of the person executing the Agreement on the Funds’ behalf.) After its receipt of such a notice of designation, and until its

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receipt of a notice revoking such designation, State Street shall be fully protected in relying upon the notices, directions, and information given by such designee.

17. Securities Investors Protection Act of 1970 Notice . EACH FUND IS HEREBY ADVISED AND ACKNOWLEDGES THAT THE PROVISIONS OF THE SECURITIES INVESTOR PROTECTION ACT OF 1970 MAY NOT PROTECT THE FUND WITH RESPECT TO THE LOAN OF SECURITIES HEREUNDER AND THAT, THEREFORE, THE COLLATERAL DELIVERED TO THE FUND MAY CONSTITUTE THE ONLY SOURCE OF SATISFACTION OF THE BROKER’S OR DEALER’S OBLIGATION IN THE EVENT THE BROKER OR DEALER FAILS TO RETURN THE SECURITIES.

18. Authorized Representatives . Each Fund authorizes State Street to accept and to act on any instructions or other communications, regardless of how sent or delivered, from any Authorized Representative. Each Fund shall be fully responsible for all acts of any Authorized Representative, even if that person exceeds his or her authority, and in no event shall State Street be liable to the Fund or any other third party for any losses or damages arising out of or relating to any act State Street takes or fails to take in connection with any such instructions or other communications.

19. Agents . State Street may use such agents, including such regulated clearing agents, securities depositaries, nominees, sub-custodians, third party custodians and State Street Affiliates, as State Street deems appropriate to carry out its duties under this Agreement. To the extent State Street Affiliates act as State Street's agent hereunder, State Street agrees to be responsible for the acts and omissions of such State Street Affiliates as though performed by State Street directly. Each Fund agrees that State Street’s sole liability for the acts or omissions of any other agent shall be limited to liability arising from State Street’s failure to use reasonable care in the selection of such agent.

20. Force Majeure . State Street shall not be responsible for any losses, costs or damages suffered by the Funds resulting directly or indirectly from war, riot, revolution, terrorism, acts of government or other causes beyond the reasonable control or apprehension of State Street.

21. Miscellaneous . This Agreement supersedes any other agreement between the parties or any representations made by one party to the other, whether oral or in writing, concerning Loans of securities by State Street on behalf of the Funds. This Agreement shall not be assigned by either State Street or the Funds without the prior written consent of the other party. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, representatives, successors, and assigns. This Agreement shall be governed and construed in accordance with the laws of The Commonwealth of Massachusetts. Each Fund hereby irrevocably submits to the jurisdiction of any Massachusetts state or Federal court sitting in The Commonwealth of Massachusetts in any action or proceeding arising out of or related to this Agreement and hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in such Massachusetts state or Federal court except that this provision shall not preclude any party from removing any action to Federal court. Each Fund hereby irrevocably waives, to the fullest extent it may effectively do so, the defenses of an inconvenient forum to the maintenance of such action or proceeding or the absence of any personal jurisdiction

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with respect to the Fund. Each Fund hereby irrevocably consents to the service of any and all process in any such action or proceeding by the mailing of copies of such process to the Fund at its address specified in Section 16 hereof. Each Fund agrees that a final judgment in any such action or proceeding, all appeals having been taken or the time period for such appeals having expired, shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. The provisions of this Agreement are severable and the invalidity or unenforceability of any provision hereof shall not affect any other provision of this Agreement. If in the construction of this Agreement any court should deem any provision to be invalid because of scope or duration, then such court shall forthwith reduce such scope or duration to that which is appropriate and enforce this Agreement in its modified scope or duration. In interpreting this Agreement the term “including” shall be read to mean “including, but not limited to,”.

22. Confidentiality . All information provided under this Agreement by a party (the “Disclosing Party”) to the other party (the “Receiving Party”) regarding the Disclosing Party’s business and operations shall be treated as confidential. Subject to Section 23 below, all confidential information provided under this Agreement by Disclosing Party shall be used, including disclosure to third parties, by the Receiving Party, or its agents or service providers, solely for the purpose of performing or receiving the services and discharging the Receiving Party’s other obligations under the Agreement or managing the business of the Receiving Party and its affiliates, including financial and operational management and reporting, risk management, legal and regulatory compliance and client service management. The foregoing shall not be applicable to any information (a) that is publicly available when provided or thereafter becomes publicly available, other than through a breach of this Agreement, (b) that is independently derived by the Receiving Party without the use of any information provided by the Disclosing Party in connection with this Agreement, (c) that is disclosed to comply with any legal or regulatory proceeding, investigation, audit, examination, subpoena, civil investigative demand or other similar process, (d) that is disclosed as required by operation of law or regulation or as required to comply with the requirements of any market infrastructure that the Disclosing Party or its agents direct State Street or State Street Affiliates to employ (or which is required in connection with the holding or settlement of instruments included in the assets subject to this Agreement), or (e) where the party seeking to disclose has received the prior written consent of the party providing the information, which consent shall not be unreasonably withheld .

23. Use of Data .
(a) In connection with the provision of the services and the discharge of its other obligations under this Agreement, State Street and/or State Street Affiliates may collect and store information regarding the Fund and share such information with State Street and/or State Street Affiliates, agents and service providers in order and to the extent reasonably necessary (i) to carry out the provision of services contemplated under this Agreement and other agreements between the Fund and State Street or any State Street Affiliate and (ii) to carry out management of its businesses, including, but not limited to, financial and operational management and reporting, risk management, legal and regulatory compliance and client service management.


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(b) Subject to paragraph (c) below, State Street and/or State Street Affiliates (except those Affiliates or business divisions principally engaged in the business of asset management) may use any data or other information (“ Data ”) obtained by such entities in the performance of their services under this Agreement or any other agreement between the Fund and State Street or one of its Affiliates, including Data regarding transactions and portfolio holdings relating to the Fund, and publish, sell, distribute or otherwise commercialize the Data; provided that, unless the Fund otherwise consents, Data is combined or aggregated with information relating to (i) other customers of State Street and/or State Street Affiliates or (ii) information derived from other sources, in each case such that any published information will be displayed in a manner designed to prevent attribution to or identification of such Data with the Fund. The Fund agrees that State Street and/or State Street Affiliates may seek to profit and realize economic benefit from the commercialization and use of the Data, that such benefit will constitute part of State Street’s or a State Street Affiliate’s compensation for services under this Agreement or such other agreement, and State Street and/or its Affiliates shall be entitled to retain and not be required to disclose the amount of such economic benefit and profit to the Fund.

(c) Except as expressly contemplated by this Agreement, nothing in this Section 23 shall limit the confidentiality and data-protection obligations of State Street and State Street Affiliates under this Agreement and applicable law. State Street and/or State Street Affiliates shall cause State Street and/or any State Street Affiliate, agent or service provider to which it has disclosed Data pursuant to this Section 23 to comply at all times with confidentiality and data-protection obligations as if it were a party to this Agreement.

24. Counterparts . This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute only one (1) instrument.

25. Modification . This Agreement shall not be modified, except by an instrument in writing signed by the parties hereto.




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IN WITNESS WHEREOF, each of the parties has caused their duly authorized officer(s) to execute this Agreement, effective as of the first date set forth above.

MADISON FUNDS,
on behalf of its series as listed on
Schedule C, severally and not jointly

Name: _Greg Hoppe            

By: /s/ Greg Hoppe            

Its: Treasurer                

ULTRA SERIES FUND,
on behalf of its series as listed on
Schedule C, severally and not jointly

Name: _Greg Hoppe            

By: /s/ Greg Hoppe            

Its: Treasurer                

MADISON COVERED CALL AND EQUITYSTRATEGY FUND,
on behalf of its series as listed on
Schedule C, severally and not jointly

Name: _Greg Hoppe            

By: /s/ Greg Hoppe            

Its: Treasurer                

MADISON STRATEGIC SECTOR PREMIUM FUND,
on behalf of its series as listed on
Schedule C, severally and not jointly

Name: _Greg Hoppe            

By: /s/ Greg Hoppe            

Its: Treasurer                




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STATE STREET BANK AND TRUST COMPANY

Name: Francesco Squillacioti        

By: /s/ Franscesco Squillacioti        

Its: Senior Managing Director    



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Schedule A

This Schedule is attached to and made part of the Securities Lending Authorization Agreement dated the 12th day of January 2018 between MADISON FUNDS, ULTRA SERIES FUND, MADISON COVERED CALL AND EQUITY STRATEGY FUND, and MADISON STRATEGIC SECTOR PREMIUM FUND, ON BEHALF OF EACH OF ITS SERIES AS LISTED ON SCHEDULE C, SEVERALLY AND NOT JOINTLY (the “Funds”), and STATE STREET BANK AND TRUST COMPANY acting either directly or through any State Street Affiliate (collectively, “State Street”).




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Schedule B

This Schedule is attached to and made part of the Securities Lending Authorization Agreement dated the 12th day of January 2018 between MADISON FUNDS, ULTRA SERIES FUND, MADISON COVERED CALL AND EQUITY STRATEGY FUND, and MADISON STRATEGIC SECTOR PREMIUM FUND, ON BEHALF OF EACH OF ITS SERIES AS LISTED ON SCHEDULE C, SEVERALLY AND NOT JOINTLY (the “Funds”), and STATE STREET BANK AND TRUST COMPANY acting either directly or through any State Street Affiliate (collectively, “State Street”).


Cash Collateral Investment

The Funds instruct State Street to invest cash Collateral in the State Street Navigator Securities Lending Government Money Market Portfolio. Information about the various fees and expenses charged by the State Street Navigator Securities Lending Government Money Market Portfolio is disclosed in the confidential offering memorandum, shareholder reports and/or other portfolio documents. The State Street Navigator Securities Lending Government Money Market Portfolio distributes yield daily. The daily yield will be reinvested into the vehicle until redeemed monthly to make the payments contemplated by this Agreement.

The investment manager of the collective investment vehicle or separately managed account specified above may, to the extent consistent with the relevant investment guidelines and/or other offering documents, invest cash Collateral (including any dividends, interest payments and other money received in respect of cash Collateral as invested) in funds or investments with respect to which State Street and/or State Street Affiliates provide investment management or advisory, trust, custody, transfer agency, shareholder servicing and/or other services for which they are compensated.

To the extent that there is a period of time when the cash Collateral cannot be promptly invested pursuant to the direction of the Funds as set forth above, whether due to the timing of delivery of the cash Collateral by Borrower, any delay between monthly redemptions from the vehicle above and monthly payments contemplated by this Agreement, or otherwise, such cash Collateral may be held in a demand deposit account or similar account in the name of State Street or any State Street Affiliate (which account may or may not bear interest).


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Schedule C
 
This Schedule is attached to and made part of the Securities Lending Authorization Agreement dated the 12th day of January 2018 between MADISON FUNDS, ULTRA SERIES FUND, MADISON COVERED CALL AND EQUITY STRATEGY FUND, and MADISON STRATEGIC SECTOR PREMIUM FUND, ON BEHALF OF EACH OF ITS SERIES AS LISTED ON SCHEDULE C, SEVERALLY AND NOT JOINTLY (the “Funds”), and STATE STREET BANK AND TRUST COMPANY acting either directly or through any State Street Affiliate (collectively, “State Street”).

Fund Name
Jurisdiction
Year-End
Madison Funds:
 
 
Madison Conservative Allocation Fund
US-DE
31-Oct
Madison Moderate Allocation Fund
US-DE
31-Oct
Madison Aggressive Allocation Fund
US-DE
31-Oct
Madison Tax-Free Virginia Fund
US-DE
31-Oct
Madison Tax-Free National Fund
US-DE
31-Oct
Madison High Quality Bond Fund
US-DE
31-Oct
Madison Core Bond Fund
US-DE
31-Oct
Madison High Income Fund
US-DE
31-Oct
Madison Diversified Income Fund
US-DE
31-Oct
Madison Covered Call & Equity Income Fund
US-DE
31-Oct
Madison Dividend Income Fund
US-DE
31-Oct
Madison Large Cap Value Fund
US-DE
31-Oct
Madison Investors Fund
US-DE
31-Oct
Madison Mid Cap Fund
US-DE
31-Oct
Madison Small Cap Fund
US-DE
31-Oct
Madison International Stock Fund
US-DE
31-Oct
Ultra Series Fund:
 
 
Conservative Allocation Fund
US-MA
31-Dec
Moderate Allocation Fund
US-MA
31-Dec
Aggressive Allocation Fund
US-MA
31-Dec
Core Bond Fund
US-MA
31-Dec
High Income Fund
US-MA
31-Dec
Diversified Income Fund
US-MA
31-Dec
Large Cap Value Fund
US-MA
31-Dec
Large Cap Growth Fund
US-MA
31-Dec
Mid Cap Fund
US-MA
31-Dec
International Stock Fund
US-MA
31-Dec
 
 
 
Madison Covered Call & Equity Strategy Fund
US-DE
31-Dec
Madison Strategic Sector Premium Fund
US-DE
31-Dec


Information Classification: Limited Access





Schedule D

This Schedule is attached to and made part of the Securities Lending Authorization Agreement dated the 12th day of January 2018 between MADISON FUNDS, ULTRA SERIES FUND, MADISON COVERED CALL AND EQUITY STRATEGY FUND, and MADISON STRATEGIC SECTOR PREMIUM FUND, ON BEHALF OF EACH OF ITS SERIES AS LISTED ON SCHEDULE C, SEVERALLY AND NOT JOINTLY (the “Funds”), and STATE STREET BANK AND TRUST COMPANY acting either directly or through any State Street Affiliate (collectively, “State Street”).


Acceptable Forms of Collateral

-
Cash (in any currency); and

-
Securities issued or guaranteed by the United States government or its agencies or instrumentalities

Information Classification: Limited Access




CERTIFICATE OF SIGNING AUTHORITY AND INCUMBENCY

I, Katherine Frank, hereby certify that I am the President of Madison Funds, Madison Strategic Sector Premium Fund and Madison Covered Call & Equity Strategy Fund, each duly organized and validly existing under the laws of Delaware (the “Delaware Trusts”) and Ultra Series Fund, duly organized and validly existing under the laws of Massachusetts (the “Massachusetts Trust,” and collectively, with the Delaware Trust, the “Trusts”), and further certify in such capacity that each of the following individuals, acting singly, has been authorized to act in the name and on behalf of the Trust and to sign, acknowledge, deliver and accept delivery of agreements and other documents in connection with securities lending transactions and that the true signature of each such individual is shown below opposite his or her name, and State Street Bank and Trust Company may rely upon this certificate until such time as it receives another certificate bearing a later date.

Name                Title             Specimen Signature

Greg Hoppe            Treasurer         /s/ Greg Hoppe

Holly Baggot            Secretary         /s/ Holly Baggot

Kevin Thompson        Chief Legal Officer /s/ Kevin Thompson

William Luetzow        Assistant Secretary /s/ William Luetzow

Trey Edgerle            Assistant Secretary /s/ Trey Edgerle

IN WITNESS WHEREOF, I have hereunto set my hand this 11th day of January, 2018



/s/ Katherine L. Frank
Katherine Frank, President


I, Holly Baggot, hereby certify that Kay Frank is the duly elected, qualified and acting President of the Trusts, and her signature appearing above is her own true signature.


/s/ Holly S. Baggot
Holly S. Baggot, Secretary


Information Classification: Limited Access
Information Classification: Limited Access

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Post-Effective Amendment No. 69 to Registration Statement No. 333-29511 on Form N-1A of our report dated December 21, 2017, relating to the financial statements and financial highlights of the Madison Funds for the periods indicated in the table below, appearing in the Annual Report on Form N-CSR of Madison Funds for the period ended October 31, 2017, and to the references to us under the heading “Financial Highlights” in the Prospectus and “Independent Registered Public Accounting Firm” in the Statement of Additional Information, which is part of such Registration Statement.

Series
Periods Covered
Madison Conservative Allocation Fund
All periods presented
Madison Moderate Allocation Fund
All periods presented
Madison Aggressive Allocation Fund
All periods presented
Madison Government Money Market Fund
All periods presented
Madison Core Bond Fund
All periods presented
Madison High Income Fund
All periods presented
Madison Diversified Income Fund
All periods presented
Madison International Stock Fund
All periods presented
Madison Covered Call & Equity Income Fund
All periods presented
Madison Large Cap Value Fund
All periods presented
Madison Small Cap Fund
All periods presented
Madison Tax-Free Virginia Fund
All periods presented
Madison Tax-Free National Fund
All periods presented
Madison High Quality Bond Fund
As of and for the years ended October 31, 2017, 2016, 2015, and 2014, and for the period ended October 31, 2013
Madison Corporate Bond Fund
As of and for the years ended October 31, 2017, 2016, 2015, and 2014, and for the period ended October 31, 2013
Madison Dividend Income Fund
As of and for the years ended October 31, 2017, 2016, 2015, and 2014, and for the period ended October 31, 2013
Madison Investors Fund
As of and for the years ended October 31, 2017, 2016, 2015, and 2014, and for the period ended October 31, 2013
Madison Mid Cap Fund
As of and for the years ended October 31, 2017, 2016, 2015, and 2014, and for the period ended October 31, 2013

/s/ Deloitte & Touche LLP
February 27, 2018



CODE OF ETHICS
MADISON INVESTMENT HOLDINGS, INC. AND AFFILIATES
June 2017


I.
INTRODUCTION

This Code of Ethics (the “Code”) establishes the standards of conduct and professionalism expected of the Supervised Persons of Madison Investment Holdings, Inc. (“Madison” or the “Firm”). The Code covers all Firm employees and is designed to:

1.
Educate Supervised Persons about the Firm’s expectations regarding their conduct and the laws and principles governing their conduct;

2.
Protect the Firm’s clients;

3.
Instill in Supervised Persons that they are fiduciaries, in a position of trust, and must act with complete propriety and in the best interests of Madison’s clients at all times;

4.
Protect the interests of clients by deterring misconduct by Supervised Persons of the Firm;

5.
Protect the reputation of the Firm;

6.
Guard against violations of the Federal Securities Laws; and

7.
Establish procedures for Supervised Persons to follow in order to comply with the fiduciary and ethical principles espoused by the Code.

Madison is committed to fostering a culture of compliance and, as such, requires all persons subject to this Code to comply with both the substance and the spirit of this Code. Therefore, Supervised Persons may not attempt to circumvent the policies and procedures set forth in this Code or otherwise do indirectly that which may not be prohibited directly by this Code.

II.
DEFINITIONS

Capitalized terms used, but not otherwise defined herein have the meanings ascribed to them in Madison’s Compliance Manual.

Immediate Family means any of the following relationships sharing the same household: child, stepchild, grandchild, parent, stepparent, grandparent, spouse, domestic partner, sibling, mother-in- law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law, including adoptive relationships, as well as minor children not sharing the same household ( e.g. , at boarding school) or dependents not sharing the same household.
Initial Public Offering or IPO means an offering of securities registered under the Securities Act, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act.






Limited Offering means an offering that is exempt from registration under the Securities Act pursuant to Section 4(2) or Section 4(6) thereof, or pursuant to Regulation D (Rules 504, 505 or 506). Securities issued by any private pooled investment vehicle, such as a private equity or hedge fund, are included within this term.

Pecuniary Interest means, with respect to a Security, the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in such Security. A Supervised Person has a Pecuniary Interest in the following:

1.
Securities held by members of such Supervised Person’s Immediate Family;

2.
His or her proportionate interest in the portfolio Securities of a general or limited partnership, the general partner of which is such Supervised Person;

3.
Any right to dividends that is separated or separable from the underlying Securities;

4.
A trustee’s Pecuniary Interest in Securities holdings of a trust and any Pecuniary Interest of any Immediate Family member of such trustee (such Pecuniary Interest being to the extent of the beneficiary’s pro rata interest in the trust); and

5.
A beneficiary of a trust if:

a.
The beneficiary shares investment control with the trustee (such Pecuniary Interest being to the extent of the beneficiary’s pro rata interest in the trust);

b.
The beneficiary has investment control with respect to a trust transaction without consultation with the trustee;

c.
There are remainder interests in the trust over which such Supervised Person has the power, directly or indirectly, to exercise or share investment control; or

d.
Such Supervised Person is a settlor or grantor, and such person reserves the right to revoke the trust without the consent of another person and exercises or shares investment control over the Securities.
A Supervised Person will not be deemed to have a Pecuniary Interest in the portfolio Securities held by a corporation or similar entity in which such Supervised Person owns Securities if the Supervised Person is not a controlling shareholder of the entity and does not have or share investment control over the entity’s portfolio.

Personal Account means a brokerage, bank or other account for holding and investing in a Reportable Security, in which the employee has Beneficial Ownership, in whole or in part. Personal Accounts also are deemed to include issuers in the case of a private Reportable Security or any other location where evidence of a Reportable Security may be held (such as safety deposit boxes or safes containing stock certificates).

Pre-Clearance Officer means Eric Schuettpelz, who is the designated Pre-Clearance Officer for employees working in or for the Madison, Scottsdale and Ontario offices. David DeVito will serve as





the “acting” Pre-Clearance Officer when Eric Schuettpelz is out of the office or otherwise unavailable. If neither Eric Schuettpelz nor David DeVito is available, the position will be filled by Jay Sekelsky and Rich Eisinger, as “acting” Pre-Clearance Officer, in that order.

Purchase or Sale of a Security includes, among other things, the writing of an option to purchase or sell a Security.

Reportable Security means any Security but excludes from reporting under this Code the following:

1.
Direct obligations of the U.S. government;

2.
Securities invested as part of an automatic investment plan, provided the transaction not override the pre-set schedule or allocations of the automatic investment plan;

3.
Shares as a result of a tender offer (other than a partial tender) or other corporate transactions made available generally to all shareholders of the issuer;

4.
Bankers’ acceptances, bank certificates of deposit, commercial paper and high- quality short-term debt instruments, including repurchase agreements;

5.
Shares issued by money market mutual funds;

6.
Shares issued by unaffiliated mutual funds;

7.
Shares issued by unit investment trusts that are invested exclusively in one or more unaffiliated mutual funds; or
8.
Exchange Traded Funds that are broad-based, liquid ETFs (and options thereon) not included on the list of ETFs requiring preclearance as distributed from time to time.

Restricted List means the list of Securities in which trading by Supervised Persons is prohibited, and also includes options or derivatives on such Securities.

Security generally will have the meaning set forth in Section 202(a)(18) of the Advisers Act, and includes:

1.
Any note, stock, treasury stock, future, bond, debenture or evidence of indebtedness;

2.
Any certificate of interest or participation in any profit-sharing agreement;

3.
Any collateral-trust certificate, pre-organization certificate or subscription, transferable share, investment contract, voting-trust certificate or certificate of deposit for a Security;

4.
Any fractional undivided interest in oil, gas or other mineral rights;

5.
Any put, call, straddle, option or privilege (including a certificate of deposit) or





on any group or index of securities;

6.
Any put, call straddle, option or privilege entered into on a national securities exchange relating to foreign currency; and

7.
In general, any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of or warrant or right to subscribe to or purchase any of the foregoing.

Third Party Manager means a third party who manages investment account(s) on behalf of a Supervised Person or a Supervised Person’s Immediate Family. A Third Party Manager exercises discretion over the trading and direction of the Supervised Person and/or his or her Immediate Family and can be a private wealth manager or a trustee.

III.
STANDARDS OF BUSINESS CONDUCT

Madison seeks to foster a reputation for integrity and professionalism. The Firm views its reputation as a vital business asset and values the trust placed in it by its clients. Madison has adopted this Code to further protect its reputation and to ensure compliance with Federal Securities Laws, as well as to meet the fiduciary duty owed to its clients. As a fiduciary, the Firm has an affirmative duty of care, honesty, loyalty and good faith to act in the best interests of its clients. Madison views its clients’ interests as of paramount importance and believes that its clients’ interests come before Madison’s
own interests. The Firm also strives to identify and avoid conflicts of interest; recognizing, however, that such conflicts may arise. All questions or comments regarding this Code should be directed to the CCO.

All Supervised Persons must comply with this Code as well as with all applicable securities laws. Supervised Persons must not, directly or indirectly:

1.
Employ any device, scheme or artifice to defraud any existing or prospective client;

2.
Make to any existing or prospective client any untrue statement of a material fact or omit to state to such person a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading;

3.
Engage in any act, practice or course of conduct that is fraudulent, deceptive or manipulative, including the making of statements that omit material facts;

4.
Use his or her position, or any investment opportunities presented by virtue of his or her position, to their personal advantage or to the detriment of any existing or prospective client; or

5.
Engage in any conduct or transaction that may result in a Supervised Person’s interest being in conflict with the interests of a client.

These practices do not represent an exhaustive list of prohibited activities. In order to detect possible prohibited practices, the CCO will conduct a required annual review under Rule 206(4)-7 and will review annually all client Complaints, if any, and the books and records required to be maintained by the Advisers





Act. If a prohibited business practice is found to exist, the CCO will take action to remedy the situation and to prevent its reoccurrence.

In addition, all Supervised Persons are prohibited from engaging in the following practices without approval of the CCO:

1.
Transact business, representing to be or being licensed as an investment adviser with a company other than Madison (or any affiliate of the Firm), without the prior written consent of the CCO;

2.
Act as a custodian for money, securities or executed stock powers of a Madison client without the prior written consent of the CCO;

3.
Knowingly buy or sell a Security requiring pre-approval unless the transaction is pre-approved by the CCO or her designee;
4.
Provide any investment advice ( i.e., advice as to the value of Securities or as to the advisability of investing in, purchasing or selling securities) or portfolio management services for compensation to any person, other than a Madison client, under any circumstances, unless such arrangement is disclosed to and approved by the CCO;

5.
Use any Advertising relating to his or her activities as a Supervised Person unless such Advertising has been approved by the CCO;

6.
Initiate any oral or written communication with any Regulator or responding to any oral or written communication initiated by any Regulator, unless authorized to do so by the CCO;

7.
In his or her individual capacity, enter into a business transaction with a Madison client (existing or prospective), including the purchase or sale of securities or other property or services, without the pre-approval of the CCO, unless as a general consumer of such client’s services;

8.
Loan money to or borrowing money from a Madison client (existing or prospective) without the prior written consent of the CCO;

9.
Receive any remuneration from a Madison client, other than remuneration to which such Supervised Person is contractually entitled;

10.
Initiate any communication with Madison clients (existing or prospective), whether oral or written, unless authorized to do so by the CCO or unless such communication is in connection with such Supervised Person’s ordinary duties; or

11.
Responding to any client Complaint, either orally or in writing, unless authorized to do so by the CCO or other supervisor.






IV.
PERSONAL TRADING REQUIREMENTS

As an investment adviser, Madison seeks to avoid personal securities trades by persons covered by Madison’s Code of Ethics that create even the appearance of a conflict of interest with clients or that could create a question of whether a Supervised Person has traded while in possession of material, non-public information.

There exists a potential for a conflict of interest each time a Madison Supervised Person trades a Security for his or her account. This policy has been crafted, first and foremost, to ensure that the interests of Madison’s clients are not adversely impacted by Supervised Person trading. It is the Firm’s belief that during the day Supervised Persons should be focused on managing Madison clients’ portfolios. However, the Firm also recognizes that personal investment activity may be an integral
part of a Supervised Person’s educational, retirement, estate and general financial security plan and Madison recognizes that many Supervised Persons may therefore wish to trade securities when managing their own finances. This policy is intended to create an appropriate and reasonable framework for Madison’s Supervised Persons to manage and conduct their own investment affairs.

Madison encourages investment rather than trading by the Firm’s Supervised Persons. Supervised Persons must avoid personal trading that involves an excessive amount of risk and personal time and/or attention at work that can reasonably be considered to interfere with the performance of their duties at Madison. As a result, Madison reserves the right to restrict Supervised Persons’ trading privileges at any time, if upon review the Firm deems the frequency of a Supervised Person’s trades ( i.e. , related sales and purchases of the same or equivalent securities) to be excessive. In addition, as more fully described below, Madison is required to review on either a periodic or continuous basis Madison Supervised Person personal trades and holdings.

Madison believes that this Code of Ethics not only helps fulfill the Firm’s regulatory and fiduciary obligations, but also protects the Firm’s reputation and instills in Supervised Persons the Firm’s commitment to honesty, integrity and professionalism. In the event there is any uncertainty of the propriety of any trade being contemplated, Supervised Persons should consult with the CCO or her designee. The following rules govern securities trading by all Supervised Persons and their Immediate Families:

1.
Front Running Strictly Prohibited : Supervised Persons may not enter an order or make an investment that anticipates ( i.e ., front runs) or competes with a client order or investment if the Supervised Person is aware or should be aware that: (i) there is a pending buy order in the securities of that same issuer for any client; or (ii) a purchase of the Securities of that same issuer can reasonably be anticipated for a client in the next five days. As a general rule, a Supervised Person of the Firm may not effect for himself or herself any transactions in a security with a view toward making a profit from a change in price of such security resulting from anticipated transactions by or for clients. Except as set forth in the de minimis exception below, clearance will not be granted for any security that is currently being held in the Firm’s model portfolios or that is being actively considered. The Firm’s CCO will consider any unusual circumstances that would justify an exception to the pre-clearance rule.

2.
Pre-Approval Requirement : Supervised Persons may not engage in the purchase or sale of a Reportable Security without the pre-approval of the Pre- Clearance Officer. The Pre-Clearance Officer shall document pre-clearance, which





documentation shall be forwarded to the Compliance Department for verification against broker confirms and quarterly statements.

a.
IPO Pre-Clearance : Supervised Persons may not acquire Beneficial Ownership in any Securities in an Initial Public Offering. This does
not preclude the acquisition of securities in an initial public offering by the spouse or family member provided: (i) such spouse or family member is employed by the company making the offering; and (ii) he or she is offered the securities as a bona fide employee benefit. Supervised Persons are not prohibited from acquiring any Securities in an IPO offered through promotional means (internet giveaway, etc.) if the Supervised Person has not provided any money or services in exchange for receiving such promotional Securities.

b.
Limited Offering Pre-Clearance : Supervised Persons may not acquire Beneficial Ownership in any Securities in a Limited Offering without obtaining prior approval of the Pre-Clearance Officer. This includes any purchases of interest in private funds.

c.
Restricted List Pre-Clearance : Supervised Persons may not buy or sell any Security on the Restricted List without obtaining prior and express approval of the Pre-Clearance Officer. Madison maintains a Restricted List of Securities about which it or its Supervised Persons may have material non-public information. In addition, the CCO may add to the Restricted List any public company of which a client is an officer or director, or any public company where a Madison spouse is employed. The Securities of any company included on the Restricted List generally may not be purchased or sold by any Supervised Person. Supervised Persons should review the Restricted List prior to entering any buy or sell of public Securities. A Supervised Person wishing to trade a Security on the Restricted List should contact the CCO. However, trading approval from the CCO is rare in situations when a Security has been placed on the Restricted List.

3.
Grandfathered Reportable Securities : New employees who have existing holdings in their accounts not conforming to the personal trading requirements or who hold Securities on the Firm’s Restricted List are permitted to hold onto their positions. However, new employees with existing holdings in their account are required to seek pre-approval from the Pre- Clearance Officer prior to any add-on or sale of an existing position.

4.
Insider Trading Strictly Prohibited : Supervised Persons may not engage in any trade, order activity or investment if such activity is the result of exposure to material non-public information, i.e. , inside information.

5.
Pre-Approval Limits : Approvals of Securities transactions granted by the Pre- Clearance Officer will be effective for seven days following such approval, unless such transaction has been pre-cleared as a “frequently traded security”





as explained below, or unless the Pre-Clearance Officer specifies otherwise. Supervised Persons who receive approval with respect to a Securities transaction but do not effect a purchase or a sale within the seven-day period should submit a new pre-clearance request to the Pre-Clearance Officer. Supervised Persons should not communicate any denial by the Pre-Clearance Officer of any trade to any person.

6.
Frequent Trading of Proprietary Mutual Funds : Supervised Persons may generally buy and sell the Madison-managed mutual funds without restriction, subject to any restrictions on trading set forth in the applicable fund prospectus. However, without regard to prospectus provisions, in no event may Supervised Persons engage in frequent trading or market timing of fluctuating value registered funds advised or sub-advisor by the Firm. For purposes of this Code, “frequent trading or market timing” is considered making multiple “round-trips” in any fund within a thirty-day period. A “round-trip” consists of one or more investments and correlating redemptions. Supervised Persons may not engage in more than one such “round trip” within any calendar quarter. However, a Supervised Persons has established an automatic investment plan in any fund with a regularly scheduled investment of the same amount of money on a periodic (quarterly, monthly or more frequent) basis, such investments are not considered the front-end of a round-trip. Likewise, other investments over which Supervised Persons have no control of the timing ( e.g. new retirement plan contributions made by the Firm or trustee-to-trustee transfers) are not subject to this prohibition. As a practical matter, employees are subject to the same frequent trading restrictions as other mutual fund shareholders.

7.
Blanket Pre-Clearance : The CCO or the Pre-Clearance Officers may grant blanket pre-clearance for certain types of Securities that will not be traded in client accounts.

8.
Excessive Trading : Excessive trading in employee accounts is strongly discouraged. In general, anyone trading more than forty-five times during a quarter across all of his or her accounts should expect additional scrutiny of his or her trading activity. The CCO may limit the number of trades allowed in employee accounts during a given period.

9.
Employee Accounts and Internal Products : When entered concurrently with client accounts, employee accounts and/or internal products will always trade last in any rotation.

10.
De Minimis Transactions : Madison permits Supervised Persons to trade a de minimis amount of fixed income and equity securities, providing the
transaction is pre-approved by the Pre-Clearance Officer and the Supervised Person has no actual knowledge that the Security is being considered for purchase or sale by a client or that the Security is being purchased or sold by or for the client. "Being considered for purchase or sale" means a portfolio manager has indicated his or her intention to purchase or sell or an open order in the security exists on the trading desk. THE EMPLOYEE MUST SPECIFICALLY INDICATE





THAT THE EMPLOYEE IS REQUESTING THE DE MINIMIS EXCEPTION, THAT IT DOES QUALIFY FOR THE EXCEPTION, AND THAT THE EMPLOYEE HAS NO ACTUAL KNOWLEDGE THAT THE SECURITY IS BEING CONSIDERED FOR PURCHASE OR SALE BY A CLIENT OR THAT THE SECURITY IS BEING PURCHASED OR SOLD BY OR FOR THE CLIENT. ALL TRADES UNDER THE DE MINIMIS EXCEPTION MUST BE PRECLEARED BY THE PRECLEARANCE OFFICER IN ADVANCE OF BEING PLACED.

a.
Fixed Income Securities: The following are the de minimis limits for fixed income securities: (i) fixed income securities having a principal amount not exceeding $50,000.00 and (ii) non-convertible debt securities and non-convertible preferred stocks, which are rated by at least one nationally recognized statistical rating organization (“NRSO”) in one of the three highest investment grade rating categories.

b.
Equity Securities: Equity securities, excluding options, warrants, rights and other derivatives, are permitted if the aggregate value of the transactions do not exceed $100,000.00 in a thirty (30) day period for securities of an issuer or issuers with a market capitalization of greater than $5 billion.

11.
Managed Accounts : Securities held in a discretionary account over which the Supervised Person has no direct or indirect influence or control generally are not subject to the pre-clearance or reporting requirements, provided, however, that the CCO is able to confirm:

a.
The nature of relationship between the Third Party Manager and the Madison Supervised Person;

b.
That both the Madison Supervised Person and, if possible, the Third Party Manager provide certification to the CCO confirming that the Supervised Person has no direct or indirect influence or control over the trading in the account; and
c.
That the Supervised Person provided clear and direct instructions to the Third Party Manager regarding Madison’s policy.

Further, the CCO reserves the right to sample excepted accounts for transactions that would have been prohibited absent a reporting exception. Finally, the CCO will annually require certification from the Supervised Person that he or she did not exert any direct or indirect influence or control over the trading in the Supervised Person’s managed account(s).

V.
REPORTING OF PERSONAL SECURITIES TRANSACTIONS

A.
Initial Personal Holdings Report/List of Brokerage Accounts

Within ten days of becoming a Supervised Person, each Supervised Person must submit a list of all brokerage accounts held by him or her as well as accounts over which he or she maintains a beneficial interest. Private investments must be included in this disclosure. The CCO or her designee will then





inform each Supervised Person which, if any, brokerage accounts require reporting under Madison’s Code of Ethics. For example, accounts over which a Supervised Person has no discretion to direct an equity trade may not require reporting.

B.
Duplicate Brokerage Account Statements

Once the CCO identifies which accounts are required to be reported, Supervised Persons should direct their broker, dealer or bank to transmit contemporaneous electronic duplicate copies of all account statements relating to that account directly to the Firm. For Madison Investment Holdings, Inc., Madison Asset Management, LLC, Madison Investment Advisors, LLC (including its Arizona branch office) and Hansberger Growth Investors, LP the address is to Compliance Department, Attn: Bart Sargent, 550 Science Drive, Madison, WI 53711. Any brokerage account statements must include, for each transaction: (i) the date of the transaction; (ii) the title and type of Security and, as applicable, the exchange ticker symbol or CUSIP number, interest rate and maturity date; (iii) the number of shares and principal amount of the Security, as well as the nature of the transaction ( i.e., purchase, sale or any other type of acquisition or disposition); (iv) the price of the Security at which the transaction was effected; and (v) the name of the broker, dealer or bank with or through which the transaction was effected. Supervised Persons brokerage account statements will be reviewed quarterly by either the CCO, the Pre-Clearance Officer, or a designee of the CCO. Each Supervised Person must advise the CCO or her designee of his or her intent to open, and receive authorization prior to opening, any new brokerage account over which the Supervised Person maintains Beneficial Ownership. The CCO’s personal trading will be reviewed by Kay Frank.
C.
Annual Personal Holdings Report

On an annual basis, each Supervised Person will confirm his or her brokerage accounts and private investments no later than February 14 of each year, which must be current as of a date no more than forty-five days before the date on which the report is submitted, for the year-end, December 31. Except as otherwise provided below, the Initial and Annual Personal Holdings Reports should include:

1.
The title and type of Security, and as applicable the exchange ticker symbol or CUSIP number, number of shares and principal amount of each Reportable Security in which the Supervised Person has any direct or indirect Beneficial Ownership;

2.
The name of any broker, dealer or bank with which the Supervised Person maintains an account in which any securities are held for the Supervised Person’s direct or indirect benefit; and

3.
The date the Supervised Person submits the report.

Supervised Persons who submit monthly brokerage account statements do not need to submit an Annual Personal Holdings Report if all transactions in which the Supervised Person maintains a Beneficial Interest are reflected in the brokerage account statements that are submitted by the Supervised Person to the CCO. Limited Offering transactions are not usually reflected on brokerage account statements and accordingly Supervised Persons must make sure to also report to the CCO on an annual basis any pre-approved investments in private funds.

D.
Quarterly Transaction Reports

Except as otherwise provided below, Supervised Persons will report to the Compliance, no later than





thirty days after the end of each calendar quarter, the following information with respect to all transactions during the quarter in any Reportable Security in which such person has, or by reason of such transaction acquires, any direct or indirect Beneficial Ownership in a Reportable Security:

1.
The date of the transaction, the title, and, as applicable, the exchange ticker symbol or CUSIP number, the number of shares and principal amount of each Security involved;

2.
The nature of the transaction ( i.e. , purchase, sale or any other type of acquisition or disposition);

3.
The price at which the transaction was effected;

4.
The name of the broker, dealer or bank with or through which the transaction was effected; and
5.
The date the report was submitted.

Supervised Persons who submit contemporaneous duplicate brokerage account statements to Compliance are not required to complete a Quarterly Transaction Report for Securities identified on these statements. Private investments, however, or other investments required to be reported and not identified on the duplicate statements, are required to be reported to the CCO on a quarterly basis.

E.
Exemptions from Holdings and Transaction Reports

A Supervised Person need not make holding or transaction reports with respect to:

1.
Transactions effected pursuant to an automatic investment plan. Supervised Persons may have an automatic investment plan (“AIP”) in securities that need not be reported. However, any transaction that overrides the pre-set schedule or allocations of the automatic investment plan is not considered part of the automatic investment plan and must be cleared and reported as described below. Supervised Persons do not have to provide duplicate statements for AIPs.

2.
Sales as a result of a tender offer (other than partial tender offers which require pre-clearance) or other corporate transaction made available generally to all shareholders of the issuer are exempt transactions and do not require pre- clearance;

3.
Securities held in an account over which the Supervised Person does not: (i) exercise any investment discretion; (ii) receive notice of transactions prior to their execution; and (iii) otherwise have direct or indirect influence or control ( e.g ., blind pool accounts), providing the above requirements are met; or

4.
Information that would duplicate information contained in broker trade confirmations or account statements that Madison holds in its records, so long as Madison receives such confirmations or statements no later than thirty days after the end of the applicable calendar quarter.

F.
Private Investments






Supervised Persons must report Limited Offerings, such as private investments, to the CCO. On at least an annual basis, after obtaining initial pre-approval, Supervised Persons are required to report to the Pre-Clearance Officer or the CCO all Limited Offering transactions, including private placements in hedge fund and private equity fund vehicles.
G.
Restricted List Procedures

The CCO will place a security on the Restricted List if it becomes known to the CCO that any Supervised Person is in possession of any material non-public information relating to such security. A company or issuer, however, may be placed on the Restricted List for a number of reasons. Therefore, no inferences should be drawn concerning a company or its securities due to its inclusion on the Restricted List. The Restricted List will note the date and time the security or securities were placed on such list and other relevant information relating to such restriction. While a security is on the Restricted List, the CCO shall closely monitor trading to assure that no trades are entered into with respect to such security. Any Supervised Person who has information suggesting that any company or issuer should be placed on, or removed from, the Restricted List should promptly notify the CCO.

The contents of the Restricted List are proprietary to the Firm and should not be disclosed to persons outside the Firm. The Restricted List will generally be maintained by the CCO and provided to Firm Supervised Persons engaged in its securities trading activities. Additions to, or deletions from, the Restricted List may be made only by the CCO.

VI.
EXPERT NETWORKS

Supervised persons may consult with paid industry experts through an approved expert network as part of the firm’s research process. Supervised persons who wish to speak with a paid industry expert through an approved expert network is required to follow the policies and procedures on expert networks fully described on APPENDIX H .

VII.
NON-PAID CONSULTANTS OR INDIVIDUALS

Supervised Persons may also consult with non-paid consultants or industry veterans who are knowledgeable about a specific sector or company. A Supervised Person wishing to speak with such a person who, based on their functional role at current or former positions or engagements could have access to material non-public information, must seek pre-approval from the CCO prior to initiating such conversations. Supervised Persons who wish to speak with such non-paid individuals or consultants should:

1. Provide biographical information about the consultant or individual to the CCO;

2. Obtain written pre-clearance from the CCO prior to engaging in substantive discussions with the consultant or individual;

3. Provide notice of meetings with experts to the CCO via calendar invitation;

4. Tell the consultant or individual at the beginning of the meeting about the topics that are likely to be discussed and confirm that the consultant or individual allowed to discuss such topics;
5. Tell the consultant or individual at the beginning of at least the first call that Madison does not want to receive any information:

a. About the consultant or individual’s employer or affiliated entities;






b. About prior employers, or affiliated entities, of the consultant or individual during the past six months;

c. That the consultant or individual is prohibited from disclosing; or

d. That may be material non-public information;

6. Ask the consultant or individual whether he or she is permitted by his or her employer to provide such consultations; and

7. Immediately report the receipt of any potentially material non-public information to the CCO.

The CCO may also periodically attend meetings or sit in on phone calls with consultants or individuals in order to understand the types of information that are discussed, review sampled email correspondence involving such consultants or individuals, monitor the frequency with which various consultants are being used and/or compare particularly profitable trading to Madison’s past contacts with such consultants or individuals.

VIII.
CONFIDENTIALITY OF REPORTING UNDER CODE OF ETHICS

The CCO, Pre-Clearance Officer and other designated compliance employees receiving reports of Supervised Persons’ holdings and transactions under this Code will keep such reports confidential, except to the extent that the CCO and designated compliance employees are required to disclose the contents of such reports to Regulators or otherwise deemed necessary in the discretion of the CCO.

IX.
INSIDER TRADING

A.
Insider Trading Policy Statement

Madison seeks to foster a reputation for integrity and professionalism. That reputation is a vital business asset. To further that goal, this Code implements procedures to deter misuse of material non-public information in securities transactions. Accordingly, Madison forbids Supervised Persons and members of their Immediate Family from trading a public Security, either personally or on behalf of others, while in possession of material non-public information or communicating material non- public information to others. This conduct is referred to as insider trading, and the policy prohibiting insider trading applies to every Supervised Person and extends to activities within and outside their duties at the Firm.
Trading Securities while in possession of material non-public information or improperly communicating that information to others may expose a Supervised Person to stringent penalties. Criminal sanctions may include a fine of up to $1 million and/or ten years imprisonment. The SEC can recover profits gained or losses avoided through trading on inside information, can impose a penalty of up to three times the illicit windfall and can issue an order barring a Supervised Person from the securities industry. A Supervised Person may also be sued personally by clients seeking to recover damages for insider trading violations.

B.
What is Insider Trading?

The term insider trading is not defined in the Federal Securities Laws, but generally is used to refer to the use of material non-public information to trade in Securities, whether or not one is an insider, or to the communication of material non-public information to others. The law generally prohibits:






1.
Trading by an insider while in possession of material non-public information;

2.
Trading by a non-insider while in possession of material non-public information, where the information either was disclosed to the non-insider in violation of an insider’s duty to keep it confidential or was misappropriated; and

3.
Communicating material non-public information to others, without the approval of the CCO.

C.
Who is an Insider?

The concept of insider is broad. It includes officers, directors, managers and employees of a company. In addition, a person can be a “temporary insider” if he or she enters into a special confidential relationship in the conduct of a company’s affairs and as a result, is given access to information solely for the company’s purposes. A temporary insider can include, among others, a company’s attorneys, accountants, consultants, bank lending officers and the employees of such organizations. A Supervised Person who accepts a board seat as director of another company could be treated as a temporary insider of that company. In addition, the Firm may become a temporary insider of a company that it advises, for which it performs other services or in which it is considering an investment or acquisition.

D.
What is Material Information?

Trading on inside information is not a basis for liability unless the information is material. Material information is generally defined as information for which there is a substantial likelihood that a reasonable client would consider it important in making his or her investment decisions, or information that is reasonably certain to have a substantial effect on the price of a company’s Securities. No simple test exists to determine when information is material. Assessments of
materiality involve a highly fact-specific inquiry. Supervised Persons should direct any questions about whether information is material to the CCO.

Material information often relates to a company’s results and operations. The SEC has stated that advance information about the following is generally considered to be material:

1.
Earnings information;

2.
Mergers, acquisitions, tender offers or developments regarding clients or suppliers ( i.e. , the acquisition or loss of a contract);

3.
Changes in control or in management;

4.
Changes in auditors, or auditor notification that the issuer may no longer rely on an auditor’s audit report;

5.
Extraordinary management developments;

6.
Debt service or liquidity problems;

7.
Impending change in debt rating by a statistical rating organization;

8.
Criminal, civil and government investigations and indictments;






9.
Events regarding the issuer’s Securities ( e.g. , defaults on senior Securities, calls of Securities for redemption, repurchase plans, stock splits or changes in dividends, changes to the rights of Security holders, public or private sales of additional Securities); and

10.
Bankruptcies or receiverships.

Material information also may relate to the market for a company’s Securities. Information about a significant order to purchase or sell Securities may, in some contexts, be deemed material.

Material information does not have to relate to a company’s business. For example, in Carpenter v. U.S. , 108 U.S. 316 (1987), the United States Supreme Court considered as material certain information about the contents of a forthcoming newspaper column that was expected to affect the market price of a Security. In that case, a Wall Street Journal reporter was found criminally liable for disclosing to others the dates that reports on various companies would appear in The Wall Street Journal and whether those reports would be favorable or unfavorable.

E.
What is Non-Public Information?

Information is non-public until it has been effectively disseminated broadly to clients in the marketplace. One must be able to point to some fact to show that the information is generally public.
For example, information is public after it has become available to the general public through a public filing with the SEC or some other governmental agency, the Dow Jones tape, Bloomberg, Reuters Economic Services, The Wall Street Journal or other publications of general circulation, and after sufficient time has passed so that the information has been disseminated widely. Supervised Persons should direct all questions or uncertainties to the CCO.

F.
What are the Penalties for Insider Trading?

Penalties for trading on or communicating material non-public information are severe, both for individuals involved in such unlawful conduct and their employers. A person can be subject to some or all of the penalties below even if he or she does not personally benefit from the violation. Penalties include:

1.
Civil injunctions;

2.
Treble damages;

3.
Disgorgement of profits;

4.
Jail sentences;

5.
Fines for the person who committed the violation of up to three times the profit gained or loss avoided, whether or not the person actually benefited; and

6.
Fines for the employer or other controlling person of up to the greater of $1 million or three times the amount of the profit gained or loss avoided.

In addition to the above, violations of Madison’s insider trading policy can also result in internal discipline,





including censure or dismissal of the person or persons involved and any other legal action.

X.
PROCEDURES DESIGNED TO DETECT AND PREVENT INSIDER TRADING

During the course of their employment, Supervised Persons may come into possession of material non-public information about various Securities. The following procedures are designed to help ensure that the Firm complies with the prohibition on insider trading by limiting the use and restricting the disclosure of material non-public information to persons within or outside the Madison organization who are in a position to trade on the basis of such information or to transmit it to others. These procedures are also designed to aid Madison in preventing, detecting or imposing sanctions against insider trading.

A.
Identifying Insider Information

Before trading Securities, a Supervised Person should ask himself or herself the following questions regarding information in his or her possession:
1.
What was the source of the information? Consider carefully whether the information was obtained from any insiders, including any temporary insiders.

2.
What is the nature of the information? For example, does it involve a tender offer?

3.
Is the information material? Is this information that a client would consider important in making his or her investment decision? Is this information that would substantially affect the market price of the Security if generally disclosed?

4.
Is the information non-public? To whom has this information been provided? Has the information been effectively communicated to the marketplace by being published in Reuters, The Wall Street Journal or other publications of general circulation? Has the information been effectively communicated to the marketplace by being filed with the SEC or the subject of an issuer press release?

If, after consideration of the above, any Supervised Person believes that the information is material and non-public, or if a Supervised Person has questions as to whether the information is material and non-public, he or she should take the following steps:

1.
Report the information and proposed trade immediately to the CCO;

2.
Refrain from any purchase or sale of such Security in question on behalf of not only the Supervised Person, but also of others, including family members; and

3.
Do not further communicate the information inside or outside Madison other than to the CCO, except as necessary for the performance with his or her job.

After the CCO has reviewed the issue, the Supervised Person will be instructed to either continue the prohibitions against trading and communication because the CCO has determined that the information is material and non-public (in which case the Security will be added to the Restricted List), or he or she will be allowed to trade the Security and communicate the information.

B.
Identifying Insider Information Under Special Circumstances

If a Madison Supervised Person or a member of the Supervised Person’s Immediate Family serves upon the board of directors of a publicly traded company or as an officer of such a company, such Madison





Supervised Person must notify the CCO, who may then seek objective, third party review from outside counsel as to whether any information in his or her possession as a result of his or her role as a board member or officer of the company might be construed as material, non-public information.
C.
Relationships with Potential Insiders

Madison’s clients, third party research providers and advisory board members may possess material non-public information. Access to such information could come as a result of, among other things:

1.
Being employed by an issuer (or sitting on the issuer’s board of directors);

2.
Working for an investment bank, consulting firm, supplier, or customer of an issuer;

3.
Sitting on an issuer’s creditors committee;

4.
Personal relationships with connected individuals; and

5.
An Immediate Family member’s involvement in any of the preceding activities.

Individuals with access to material non-public information may have an incentive to disclose the information to Madison due to the potential for personal gain. Supervised Persons should be extremely cautious about investment recommendations, or information about issuers, that it receives from clients, third party research providers, and advisory board members. Supervised Persons should inquire about the basis for any such recommendations or information, and should consult with the CCO if there is any appearance that the recommendations or information is based on material non- public information.

D.
Restricted Access to Material Non-Public Information

Information in a Supervised Person’s possession that is identified as material and non-public may not be communicated to anyone outside of Madison and should only be communicated within Madison to those Supervised Persons who have a reasonable business need to know such information and understand that such information is governed by this Policy. In addition, care should be taken so that such information is secure. For example, Supervised Persons should adhere to the following procedures:

1.
Files containing material non-public or sensitive information should be handled with care. Such information should not be left lying in conference rooms or left out in offices or on desks but rather should be locked in file drawers or cabinets overnight or during an absence from the office. Additionally, such sensitive information stored in computer systems and other electronic files should be kept secure;

2.
Appropriate controls for the reception and oversight of visitors to sensitive areas should be maintained. For example, visitors should be accompanied
while in Madison’s offices and should not be left unattended in areas where access to non-public information or recommendations may be obtained;

3.
Document control procedures, such as shredding papers containing material non-public information, should be used where appropriate; and






4.
Business conversations should be avoided in public places, such as elevators, hallways, restrooms and public transportation, or in any other situation where such conversations may be overheard.

5.
Madison may not disclose contemplated portfolio transactions to third parties without proper authorization. The Firm should avoid disclosing that it is considering increasing (or decreasing) exposure in particular industries or sectors, especially if such disclosures would logically implicate a particular security or securities.

E.
Rumor Control

Madison strictly prohibits the use or misuse of false rumors. Supervised Persons should be aware that all company emails may be monitored for inappropriate or illegal communications, including the creation or dissemination of false market or Securities related rumors.

F.
Anti-Fraud Rule

Rule 206(4)-8 under the Advisers Act prohibits an investment adviser from: (i) making any untrue statement of material fact or omitting to state a fact necessary to make the statement made, in the light of the circumstances under which they were made, not misleading to any existing or prospective client; or (ii) otherwise engaging in any act, practice or course of business that is fraudulent, deceptive or manipulative with respect to any existing or prospective client.

As such, the CCO will coordinate annual reviews of the following types of communications to ensure that false or misleading statements are not made, and that other types of fraud are not committed, on any existing or prospective client, regardless of whether Madison is offering or selling securities:

1.
Firm Advertising, in accordance with the review procedures;

2.
Other communications to prospective clients, including communications not ordinarily deemed to be Advertising; and

3.
Statements in reports and financial statements to existing clients, in accordance with the relevant investment management agreement or other organizational document.
Among other things, the CCO will review records such as emails, quarterly reports and Advertising to confirm that:

1.
The strategies pursued by the relevant investment matches those described in the communication;

2.
The risks associated with an investment match those described in the communication;

3.
The experience and credentials of the Firm are accurately portrayed;

4.
The performance of the relevant Madison client matches the data described in the communication;






5.
The methods of valuation of the relevant Madison client matches that described in the communication, and the terms of such method of valuation are adequately disclosed to the clients; and

6.
The Firm’s methods of allocating investment opportunities follow those described in the communication.

XI.
GIFTS AND ENTERTAINMENT

The giving or receiving of Gifts or other items of value to or from persons or entities doing business or seeking to do business with the Firm, could call into question the independence of the Firm’s judgment as a fiduciary of its clients.

“Gifts” are defined to include any gift, gratuity or item of value, including the giving and receiving of gratuities, merchandise and the enjoyment or use of property or facilities for weekends, vacations, trips, dinners and the like, and may include transportation and lodging costs (other than occasional non-lavish business meals and entertainment). As used in this Code, the term “Business Contacts” means other investment advisers and asset managers; brokers and securities salespersons; law firms; accounting firms; suppliers and Vendors; and any other individual or organization with whom the Firm has or is considering a business or other relationship, including members of the press and trade organizations. For purposes of this Code, multiple individuals employed by the same entity shall be considered a single Business Contact.

Gifts, favors, entertainment and other such inducements may be attempts to obtain favorable treatment. Accepting such inducements could raise doubts about a Supervised Person’s ability to make independent business judgments as well as the Firm’s commitment to treating clients fairly. It is important to note that certain inducements could constitute bribes, payoffs or kickbacks, which are illegal.
This prohibition does not apply to occasional dinners, sporting, concert or customary entertainment events and other activities which are part of the ordinary course of business, provided that the value of the item is consistent with customary business entertainment and not likely to raise a conflict of interest, violate applicable law or which would be likely to influence decisions made by a Supervised Person with respect to Madison’s investment decisions. Further, personal contacts may lead to Gifts of a purely nominal value, which are offered on the basis of friendship and may not raise concerns related to conflicts of interest or influence a Supervised Person’s decisions.

Additional restrictions on Gifts may apply to Supervised Persons who are registered as lobbyists in connection with their solicitation and client relations’ activities with pension plans of certain states ( e.g., CalPERS, CalSTERS) or cities. Supervised Persons must consult the CCO prior to accepting Gifts from, or giving Gifts to, representatives of any state or city pension plan.

A Supervised Person may accept Gifts or entertainment, such as promotional items and business meals, if they are in line with accepted business practice, if they could not be construed as potentially influencing a Supervised Person’s business judgment or creating an obligation and if public knowledge thereof would not embarrass the Supervised Person or Madison. When such business activities occur frequently, such costs should be shared or paid for on a reciprocal basis. If a Supervised Person is invited to a meeting or special event that involves similar offers to large numbers of people from the same type of business, he or she may attend only with prior approval from the CCO. Additionally, the Vendor, Business Contact or client must be present at the entertainment event; otherwise, the entertainment will be considered a gift and, as such, subject to dollar amount limitations as discussed below.






A Supervised Person may accept infrequent, nominal Gifts with a value of $100.00 or less. Gifts of more than $100.00 may be accepted if protocol, courtesy or other special circumstances exist, as sometimes happens with international transactions. However, all Gifts in excess of $100.00 must be reported to the CCO, who will determine if the Supervised Person may keep the Gift, whether it must be returned or whether it should more appropriately become Madison’s property.

Supervised Persons may never accept cash (or cash equivalents, such as gift cards). Similarly, Supervised Persons may not benefit personally from any Madison activity, such as an investment for a client, selection or use of a firm as a broker or counterparty for client transactions or purchase of goods or services.

These policies apply equally to giving. Gifts and entertainment for current or prospective Madison clients should be consistent with customary business practice. They should be avoided where they might compromise the Firm’s integrity; for example, where they might be viewed as intended to obtain business from prospective clients. Supervised Persons should limit business-related Gifts to items having a nominal value.

If a Supervised Person has any question regarding the giving or receiving of a Gift, he or she should contact the CCO prior to delivery or acceptance of such Gifts.
XII.
OUTSIDE BUSINESS ACTIVITIES

Madison Supervised Persons are expected to devote all or substantially all of their professional time and efforts to Madison business. Involvement in an outside business ( e.g. , employment, consulting or serving as a director) could conflict with Madison’s or its clients’ interests. Accordingly, Supervised Persons must obtain the CCO’s prior written approval of all such activity. It could also be a conflict if a Supervised Person’s Immediate Family member is involved in a business that may conflict with Madison’s or its clients’ interests ( e.g. , an employee’s spouse works for a counterparty Madison trades with). Employees must report all such involvements to the CCO, including but not limited to:

1.
Being engaged in any other business, whether or not related to investments and trading;

2.
Being employed or compensated by any other person for business-related activities of whatever kind or nature (other than infrequent or de minimis activities, e.g. , being paid on a one-time basis to assist a neighbor to paint her house, etc.) without the pre-approval of the CCO;

3.
Serving as an employee of another organization;

4.
Serving as general partner, managing member, manager or in similar capacity with limited or general partnerships, limited liability companies, hedge funds or other privately offered funds;

5.
Engaging in personal investment transactions to an extent that such transactions divert attention from or impair the performance of duties in relation to the business of the Firm and its clients;

6.
Having any direct or indirect financial interest or investment in any broker- dealer, investment adviser, Commodity Trading Adviser, Commodity Pool Operator, other current or prospective supplier of goods or services to the Firm from which





the employee might benefit or appear to benefit materially; and

7.
Serving on the board of directors (or in any similar capacity) of another company, whether public or private, without the pre-approval of the CCO.

While most outside business activities will not ordinarily present a concern to the Firm and will be allowed as a matter of course, employees are still required to report any and all outside business activities so that the Firm can make this determination. Routine charitable or volunteer work generally will not be required to be reported, unless it would present a material conflict of interest for the Firm.

The CCO will maintain a record of all outside business activities, if any, of each employee. On an annual basis, the CCO will review all reported employee outside business activities to confirm they
continue to be consistent with the Firm’s business activities and fiduciary duties. The CCO periodically may require all employees, or certain employees, to provide updated information regarding their outside business activities.

XIII.
REPORTING OF VIOLATIONS OF THE CODE OF ETHICS

Nothing in this Code prohibits a Supervised Person from reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, the Congress and any agency Inspector General, or making other disclosures that are protected under the whistleblower provisions of federal law or regulation. A Supervised Person does not need the prior authorization of the CCO or anyone at the Firm to make any such reports or disclosures and a Supervised Person is not required to notify the Firm that he or she has made such reports or disclosures. A Supervised Person must also report violations of this Code promptly to the CCO if he or she has any reason to believe that he or she may have failed to comply with (or has become aware of another person’s failure to comply with) any of the policies and procedures set forth in this Compliance Program.

In order to promote the reporting of violations, reporting may be done anonymously through depositing a written description of the incident in question to the CCO or by mailing such description to the CCO. No Madison employee will be penalized in any respect for reporting a violation or suspected violation in good faith, even if no violation in fact has occurred. Failure to report a violation of the Code can be, in itself, a violation of the Code.

The CCO may, under circumstances that she deems appropriate and not opposed to the interests of the Firm’s clients, create exceptions to requirements under this Code that are not expressly mandated under the Federal Securities Laws. The CCO shall consider reports of violations made hereunder and shall determine whether or not this Code has been violated and what sanctions, if any, should be imposed.

XIV.
VIOLATIONS OF THE CODE OF ETHICS

Upon discovering a violation of this Code, the CCO may report violations to upper management and/or impose such sanctions as she deems appropriate, including, among other things, a letter of censure, suspension or termination of the employment of the violator.

XV.
ADMINISTRATION OF THE CODE OF ETHICS

The Firm will provide all Supervised Persons with a copy of this Code and with any amendments. Each Supervised Person must provide the CCO with a written acknowledgement of his or her receipt of the





Code annually and upon an amendment of the Code. It is a fundamental business priority of Madison’s that Madison employees cooperate to not only ensure literal compliance with all required policies and procedures but also to foster a comprehensive “culture of compliance.”
XVI.
ANNUAL REVIEW AND AFFIRMATIONS APPLICABLE TO INVESTMENT COMPANIES.

The Boards of Trustees of each registered investment company managed by the Madison organization shall annually review this Code and any procedures developed hereunder for compliance with Rule 17j-1. The CCO shall prepare for the Board an annual written report that:

Describes any issues arising under the Code since the last written report to the Board, including, but not limited to, information about:
material violations of the Code;
sanctions imposed in response to the material violations; and
waivers of Code provisions or restrictions and reasons for any such waiver, demonstrating that such waivers did not permit an Access Person or Advisory Employee to engage in any fraud.
Certifies that each Madison Fund, Ultra Series Fund, each Madison closed-end fund, Madison Investment Holdings, Inc. and each of its affiliates have adopted procedures reasonably necessary to prevent Access Persons and Advisory Employees from violating this Code.

Additional Definitions and Special Provisions for Access Persons.

Access Person. The term "Access Person" shall mean any trustee, officer, general partner, director, or advisory person of the Funds. An Access Person generally refers to all Advisory Employees because we all may have access to a variety of portfolio specific information, either because we manage portfolios on a day-to-day basis or simply because we may periodically “overhear” information during the course of our employment.

The trading restrictions and reporting requirements contained in this Code shall not apply to an individual who is considered an Access Person because he is a trustee of the Funds but who is not an "interested person" of the Funds within the meaning of section 2(a)(19) of the Investment Company Act of 1940, except where such trustee knew or, in the ordinary course of fulfilling his official duties as a trustee of the Funds, should have known that, during the 15-day period immediately before or after any security transaction, such security is or was purchased or sold by the Funds or such purchase or sale by the Funds is or was considered by the Funds or their advisor, otherwise quarterly transactions reports would be required.

Similarly, the trading restrictions and reporting requirements contained in this Code shall not apply to





non-employee directors of Madison Investment Holdings, Inc. (or any of its subsidiaries) unless (1) the director knew, or, in the course of fulfilling his official duties as a director of Madison, should have known that, during the 15-day period immediately before or after any security transaction, such security is or was purchased or sold by the Funds or such purchase or sale by the Funds is or was considered by the Funds or their advisor, or (2) the CCO has determined otherwise.

Funds. As used in this Code, the term "Funds" shall mean Madison Funds, Ultra Series Fund, Madison Strategic Sector Premium Fund, Madison Covered Call & Equity Strategy Fund and the individual portfolios thereunder, if any, collectively or individually, while the term “mutual funds” shall mean the Funds and any other registered investment companies advised or sub-advised by Madison Investment Holdings, Inc., Madison Asset Management, LLC, Madison Investment Advisors, LLC or Hansberger Growth Investors, LP.

Advisory Employees. As used in this Code, the term "Advisory Employees" all Madison and affiliate employees and members of their Immediate Family. It also means all employees, officers and directors of Madison and affiliates and the Funds.





EXHIBIT A
INITIAL ANDANNUAL
SECURITIES HOLDING REPORT
MADISON INVESTMENT HOLDINGS, INC. AND AFFILIATES

Brokerage Accounts: Please list all accounts over which you or a household member has Beneficial Ownership.

Employee Name
Account Type
Brokerage Firm
Account Number
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Holdings: Please list all securities held as of December 31 from your investment accounts below. Private investments must also be included in the information listed below. For brokerage accounts, annual brokerage account year-end summaries provided by the broker-dealer may be submitted in lieu of filling out the information below. For private investments, statements from the adviser may be provided in lieu of filling out the information below.

Type of Investment ( i.e., public security, private fund interest, hedge fund interest,
private REIT)
Broker or Adviser
CUSIP
Principal Amount
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 






Effective September 1, 2017


CODE OF ETHICS AND PERSONAL INVESTMENT POLICY

For

Lazard Asset Management LLC Lazard Asset Management Securities LLC Lazard Asset Management (Canada), Inc.

And

Certain Registered Investment Companies

This Code of Ethics and Personal Investment Policy (the “Policy” or this “Code”) has been adopted by Lazard Asset Management LLC, Lazard Asset Management Securities LLC, Lazard Asset Management (Canada), Inc. (collectively “LAM”), and the U.S.-registered investment companies advised, managed or sponsored by LAM that have adopted this Policy (“LAM Funds”), to set forth (A) the standards of business conduct expected of Covered Persons (as defined below) and
(B) certain procedures designed to minimize conflicts and potential conflicts of interest between LAM employees and LAM’s clients (including the LAM Funds), and between LAM Fund directors or trustees (“Directors”) and the LAM Funds. The Policy is intended to comply with Rule 204A-1 under the Investment Advisers Act of 1940 (the “Advisers Act”), Rule 17j-1 under the Investment Company Act of 1940 (“1940 Act”) and NFA Compliance Rule 2-9. Section II of the Policy, in particular, is designed to prevent fraudulent or manipulative practices, including such practices respecting purchases or sales of Securities held or to be acquired by LAM client accounts. It is also designed to prevent such practices, including short-term trading or “market timing,” as they relate to Covered Persons’ investments in open-end mutual funds whether or not managed by LAM.

All employees of LAM, including employees who serve as Fund officers or directors, are treated as access persons under the Advisers Act. They are herein referred to as “Covered Persons,” and are required to adhere to this Policy as well as all laws and regulations applicable to LAM’s business activities. Consultants to LAM also may be deemed Covered Persons by LAM’s Chief Compliance Officer and his/her designees. Additionally, all Directors of the Funds are subject to this Policy as indicated below.

I.
Statement of Principles

LAM is an investment adviser registered with the Securities and Exchange Commission and offers discretionary and non-discretionary asset management services to its clients, including the Funds. Accordingly, LAM and its employees serve as fiduciaries to these clients. This fiduciary relationship requires LAM and Covered Persons to adhere to the highest standards of ethical conduct and seek to avoid even the appearance of improper behavior. In addition, when acting as fiduciaries LAM and Covered Persons must place the interests of the firm’s clients above their





Effective September 1, 2017



own. (Detailed descriptions of LAM’s fiduciary duties are set forth in Section 1 of the LAM Compliance Manual.)

In order to promote compliance with these fiduciary duties, and to manage potential conflicts of interest, LAM has adopted without limitation:

The personal investment procedures set forth in Section II of this Policy;

Restrictions on the provision and receipt of gifts and business entertainment, as set forth in Section 33 of the LAM Compliance Manual;

The political contribution pre-clearance requirements set forth in Section 36 of the LAM Compliance Manual;

The outside business activity pre-clearance requirements set forth in Section 34 of the LAM Compliance Manual;

The policies promoting best execution and prohibiting directed brokerage consistent with Rule 12b-1(h)(1) under the 1940 Act, as set forth in Section 16 of the Compliance Manual;

The insider trading and Lazard Information Barrier policies set forth in Section 32 of the LAM Compliance Manual; and

Policies requiring adherence to anti-corruption laws, including the U.S. Foreign Corrupt Practices Act, as set forth in Section 4 of the LAM Compliance Manual.

LAM employees are also bound by the Lazard Ltd Code of Business Conduct and Ethics, a copy of which is published on Lazard.com.

Ensuring compliance with the firm’s policies and applicable laws is the responsibility of every Covered Person. LAM employees are required to report suspected violations to their supervisors or the LAM Legal & Compliance Department. As a matter of policy, LAM will not retaliate against individuals who report suspected violations in good faith. (Details of LAM’s non- retaliation policy may be found in Section 1 of the LAM Compliance Manual.)

II.
Personal Investment Policy & Procedures

A.
Overview

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. The fundamental standard to be followed in personal securities






Effective September 1, 2017


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 the policies noted above concerning insider trading and the receipt of gifts and entertainment. It bears noting that 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.

LAM’s Chief Compliance Officer shall be responsible for supervising the firm’s implementation of this Code 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 certain of the functions under this Policy 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. This Policy will be delivered as appropriate to the Directors, who also will be asked to approve any material amendments to the Policy.

B.
Definitions

“Investment Personnel” of a LAM Fund or LAM, for purposes of this Policy, includes:

1.
Any employee of the LAM Fund or LAM (or of any company in a control relationship to the LAM Fund or LAM) who, in connection with his or her regular functions or duties, makes or participates in making recommendations regarding the purchase or sale of securities by the LAM Fund.

2.
Any natural person who controls the LAM Fund or LAM and who obtains information concerning recommendations made to the LAM Fund regarding the purchase or sale of securities by the LAM Fund.

“Personal Securities Accounts,” for purposes of this Policy include any account in or through which a Security can be purchased or sold, which includes, but is not limited to, a brokerage account; a custody account; a bank account; an individual retirement account; a 401(k) plan account that allows investments in Securities beyond open-end mutual funds; and variable annuity accounts or variable life insurance policies that allow investments in Securities beyond open-end mutual funds. Such Personal Securities Accounts include:

1.
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);

2.
Accounts in the name of the Covered Person’s or Director’s spouse;

3.
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





Effective September 1, 2017


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

4.
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.

For purposes of this Policy, Personal Securities Accounts do not include the following, and each such Account and any transaction in Securities in such Account are not subject to Section II.C through Section II.I of this Policy 2 :

1.
Estate or trust accounts in which a Covered Person or Related Person has a beneficial interest, but no power to affect investment decisions, and fully discretionary accounts managed by LAM, another registered investment adviser, a registered representative of a registered broker-dealer or another person/entity approved by the Legal & Compliance Department are permitted to be excepted from the definition if, (i) for Covered Persons and Related Persons, the Covered Person receives permission from the Legal & Compliance Department, and (ii) for all persons covered by this Code, there is no communication between the adviser (or such other approved person/entity) to the account and such person with regard to investment decisions prior to execution;

2.
Other accounts over which the Covered Person or Related Person has no direct or indirect influence or control, provided the Covered Person obtains consent to maintain the account, and permission to be excepted from the definition, by the Legal & Compliance Department;

3.
401(k) plan account and similar retirement accounts that permit the participant to invest only in open-end mutual funds and where the Covered Person or Related Person agrees not to invest in any LAM Funds or Sub-Advised Funds; 3

4.
Accounts that may only invest in open-end mutual funds that are not LAM Funds or Sub-Advised Funds, or similar accounts ( e.g., direct investment accounts at mutual fund sponsor firms, variable annuity/life contracts issued by investment companies registered under the 1940 Act) where the Covered Person or Related Person agrees not to invest in any LAM Funds or Sub-Advised Funds.

5.
Qualified state tuition programs (also known as “529 Programs”) where investment options and frequency of transactions are limited by state or federal laws.


1 Unless otherwise indicated, all provisions of this Code apply to Related Persons.

2 Except that Investment Personnel of a LAM Fund or LAM are not exempt from Section II.D.1 through Section II.D.5 of this Policy with respect to transactions in Securities through such accounts.

3 In particular, LAM employee 401(k) accounts at Fidelity are not Personal Securities Accounts. However, Fidelity Broker-Link brokerage accounts that are linked to employee 401(k) accounts are Personal Securities Accounts.




Effective September 1, 2017


A “Security” or “Securities,” for purposes of this Policy, generally includes any instrument defined in Section 2(a)(36) of the 1940 Act, including the following:

1.
stocks
2.
bonds
3.
shares of closed-end funds, exchange-traded funds (commonly referred to as “ETFs”), exchange-traded notes (“ETNs”) and unit investment trusts
4.
shares of open-end mutual funds (including the LAM Funds or any mutual fund for which LAM serves as a sub-adviser (“Sub-Advised Funds”)) 4
5.
interests in hedge funds
6.
interests in 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 swaps, options, warrants and structured securities

For purposes of this Policy, a Security does not include:

1.
money market mutual funds
2.
U.S. Treasury obligations
3.
mortgage pass-throughs (e.g., Ginnie Maes) that are direct obligations of the U.S. government
4.
bankers’ acceptances
5.
bank certificates of deposit
6.
commercial paper
7.
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


All Covered Persons and their Related Persons must generally maintain their Personal Securities Accounts at a broker-dealer approved by the Legal & Compliance Department which will




4 Aa current list of Sub-Advised Funds is maintained by LAM’s operations group and shared with the Legal & Compliance Department and is available to employees upon request.






Effective September 1, 2017


electronically transmit Personal Securities Account information to the Financial Tracking System (the “Approved Broker-Dealers”). Covered Persons and their Related Persons who have Personal Securities Accounts at a broker-dealer that is not capable of transmitting information to the Financial Tracking System electronically generally will be required to transfer such Accounts to an Approved Broker-Dealer (including Fidelity Investments and Charles Schwab). A list of Approved Broker-Dealers is set forth in Exhibit B .

In rare cases, LAM’s Chief Compliance Office or his/her designee may allow Covered Persons or Related Persons to maintain Personal Securities Accounts at firms other than Approved Broker- Dealers where (A) Approved Broker-Dealers do not offer a particular investment product or service desired by the Covered Person or Related Person, or (B) a Related Person must maintain their Accounts at a specific broker-dealer, by reason of their employment, or (C) 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, 55 th Floor, New York, NY 10112-6300. All other provisions of this policy will continue to apply to any Personal Securities Account that is not maintained at an Approved Broker- Dealer.

It is the responsibility of Covered Persons to disclose all relevant Personal Securities Accounts to LAM’s Legal & Compliance Department. Pursuant to Section H below, new Covered Persons must disclose their Personal Securities Accounts, and those of their Related Persons, through the Financial Tracking System (or directly to the Legal & Compliance Department) within ten (10) calendar days of joining LAM. Existing Covered Persons must disclose new Personal Securities Accounts for which they or their Related Persons have a beneficial interest promptly to the Legal
& Compliance Department, before any trading in Securities takes place.

D.
Restrictions

All trades by Covered Persons or Related Persons in Securities through Personal Securities Accounts must be pre-approved through the Financial Tracking System (or directly by the Legal
& Compliance Department where access to the System is not possible) pursuant to the procedures and exceptions set forth in Section E below (the “Pre-Clearance Requirement”).

1.
Conflicts with Client Activity. Subject to the exceptions below, 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 (the “Blackout Period”).

2.
Conflicts with LAM Restricted List. No Security on the LAM Restricted List may be purchased or sold in any Personal Securities Account.

3.
90 Day Holding Period. Securities transactions, including transactions in LAM Funds or Sub-Advised Funds and any derivatives, must be for investment purposes rather than for speculation. Consequently, subject to Section E below, Covered Persons or their Related




Effective September 1, 2017


Persons may not purchase and sell the same Securities within ninety (90) calendar days (i.e., a security acquired may be sold on the 91 st day but not the 89 th day after acquisition), calculated on a First In, First Out (FIFO) basis (the “90 Day Hold”). Profits from sales that occur within the 90 Day Hold are subject to disgorgement or other sanctions pursuant to Section J below.

4.
Public Offerings. No transaction for a Personal Securities Account may be made in Securities sold in an initial public offering or secondary offering.

5.
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 or Related Person without the prior approval of LAM’s Chief Compliance Officer or his/her designee. Pre-approval of such investments must be requested by Covered Persons through the Financial Tracking System. 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 subsequent consideration of an investment in such issuer by or for a LAM client and any decision by or 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.

6.
Hedge Funds. Hedge funds are sold on a private placement basis and as noted above are subject to prior approval by LAM’s Legal & Compliance Department through the Financial Tracking System. 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”), along with any side letters, as deemed appropriate in order to ensure that the proposed investment is being made in a manner that does not conflict with LAM’s fiduciary duties.

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 client 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




Effective September 1, 2017


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 will be reviewed by the Chief Compliance Officer or his or her designee as described above.

7.
Short Sales. Covered Persons are prohibited from engaging directly 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 interest or other permitted Security that engages in short selling is permitted. Covered Persons are prohibited from buying or otherwise taking a "long" position in a put option when they do not hold the underlying stock since this can result in a short sale on the expiration date of the contract.

8.
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

9.
Lazard Ltd Stock (LAZ). All trading in shares of LAZ by Covered Persons or Related Persons must be pre-cleared pursuant to Section F below, unless such trading is conducted by Lazard on behalf of Covered Persons or Related Persons through company programs. Trading in LAZ shares is subject to special trading prohibitions, the dates and conditions of which are determined by Lazard senior management; typically, LAZ trading will be prohibited beginning two weeks before each calendar quarter end through a date that is two business days after a public earnings announcement. Covered Persons are prohibited from entering into options contracts related to LAZ shares.

10.
Levered ETFs and ETNs. Covered Persons and Related Persons are prohibited from trading in securities of levered ETFs or ETNs in their Personal Securities Accounts. These financial instruments are inconsistent with the provisions of this Code, insofar as they generally are designed to be held for short-term periods and can invite speculative trade decisions. Examples of prohibited levered ETFs and ETNs are set forth in Exhibit C.

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, pursuant to Section 34 of the LAM Compliance Manual.

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. Exemptions

The Chief Compliance Officer or his/her designee may determine that one of the following exemptions to the Policy applies:

1.
Exemptions from Pre-Clearance Requirement, Blackout Period and/or 90 Day Hold .





Effective September 1, 2017


a)
Investments in open-end mutual funds other than LAM Funds or Sub-Advised Funds are exempt from these three requirements. However, Covered Persons and Related

Persons are required to trade in such fund shares in compliance with the applicable prospectus. For purposes of clarity, investments in LAM Funds and Sub-Advised Funds remain subject to the Blackout Period (to the extent applicable), Pre-Clearance Requirement and 90 Day Hold.

b)
Investments in non-levered broad-based ETFs and ETNs to this Policy are also exempt from these three requirements; however, sales of any ETFs or ETNs in response to a margin call are subject to the Pre-Clearance Requirement.

c)
Sales attributable to tax-loss harvesting by a Covered Person or Related Person are subject to the Pre-Clearance Requirement but are not subject to the 90 Day Hold or the Blackout Period.

d)
Transactions in connection with corporate actions are also exempt from each of the Pre-Clearance Requirement, the Blackout Period and, as applicable, the 90 Day Hold.

e)
Direct investment programs, which allow the purchase of Securities directly from the issuer without the intermediation of a broker-dealer are exempt from the Blackout Period and the 90 Day Hold, provided that: (i) the timing and size of the purchases are established by a pre-arranged schedule (e.g., dividend reinvestment plans); and (ii) the Covered Persons obtains Pre-Clearance prior to participating in such program. Covered Persons also must provide Required Reporting Information relating to such investments in the annual report as specified in Section H.4.

f)
The Pre-Clearance Requirement, Blackout Period and/or 90 Day Hold generally shall not apply to transactions for which the Covered Person or Related Person does not have, or has relinquished, control. Examples include trades related to (1) deferred compensation award vestings (exempt from all three); (2) the exercise of Security- related rights on a pro rata basis (exempt from all three); and (3) a commitment to trade predetermined amounts of a Security on a specific future date, pre-arranged with the Legal & Compliance Department (exempt from Blackout Period only).

2.
Exceptions to the Pre-Clearance and/or Blackout Period

a)
Discretionary Exceptions . 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 the Blackout Period if such purchases or sales are determined to be unlikely to have any material negative economic impact on or give rise to an appearance of impropriety with respect to any client account managed or advised by LAM. For example, the Chief Compliance Officer or his/her designee may find no conflicts or improprieties where client activity




Effective September 1, 2017


within a Blackout Period is related to non-material inflows or outflows rather than discretionary investment decisions.

b)
De Minimis Exemptions . The Blackout Period shall not apply to any transaction in
(1)
an equity Security which does not exceed an aggregate transaction amount of
$50,000 of the security, provided the issuer has a market capitalization greater than US
$5 billion; (2) an equity Security which does not exceed an aggregate transaction amount of $25,000 of the security, provided the issuer has a market capitalization between US $500 million and 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.

For purposes of clarity, any Securities subject to an exception above must be included on reports required to be submitted to the Legal & Compliance Department consistent with this Policy. Exceptions are not applicable to trades in any Security on the LAM Restricted List or trades in LAZ when a corporate trading prohibition is applicable.

F. Prohibited Recommendations

No Investment Personnel shall recommend or execute any Securities transaction for any LAM client account under his/her discretionary management, without having disclosed, through the Financial Tracking System or otherwise in writing, to the Chief Compliance Officer or his/her designee any direct or indirect interest in such Securities or issuers (including any such interest held by a Related Person). Similarly, no Investment Personnel shall execute any Securities transaction for his/her Personal Securities Account without having disclosed through the Financial Tracking System or otherwise in writing, to the Chief Compliance Officer or his/he designee, any direct or indirect interest that LAM client accounts under his/her discretionary management may have. The interest 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 Investment Personnel or any party in which such Investment Personnel have a significant interest.

The Exceptions in Section E(2), above, may apply to the pre-clearance requests subject to this Section F, within the discretion of the Chief Compliance Officer or his/her designee.

G.
Transaction Approval Procedures - Financial Tracking System

All Security transactions by Covered Persons and Related Persons in Personal Securities Accounts must receive prior approval from the LAM Legal & Compliance Department as described below.




Effective September 1, 2017


To pre-clear a transaction, Covered Persons must on behalf of themselves or a Related Person:


1.
Electronically complete and “sign” the relevant trade request form in the Financial Tracking system, completing all fields accurately [https://secure.financial- tracking.com/login ].

2.
After the request is processed, the Covered Person will be notified by the Financial Tracking System if the order is approved or not approved. If the order is approved, the Covered Person or Related Person is responsible to transmit the order to the broker- dealer where his or her account is maintained.

Trade approvals from the Financial Tracking System are only valid for the business day in which they are issued . If the approved trade is not executed by the broker-dealer of the Covered Person or Related Person on the business day the approval is received, the proposed trade must be re- submitted to the Financial Tracking System for re-approval.

Pre-clearance requests will be processed though the Financial Tracking System each business day from approximately 8:30 a.m. ET through 3:45 p.m. ET . The Legal & Compliance Department endeavors to preclear transactions promptly; however, transactions may not always be approved on the day in which they are received. This is especially the case where pre-clearance requests are received late in the business day. Certain factors, such as time of day the order is submitted or length of time it takes to confirm client activity, all play a role in the length of time it takes to preclear a transaction.


H.
Required Reporting

1.
Initial Certification. Within 10 days of becoming a Covered Person, such Covered Person must submit to the Legal & Compliance Department an acknowledgement that they have received a copy of this Policy, and that they have read and understood its provisions.

2.
Initial Holdings Report. Within 10 days of becoming a Covered Person, the Covered Person 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; (i), (ii) and (iii), together with any other information required by the Financial Tracking System, being the “Required Reporting Information”. The Required Reporting 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.





Effective September 1, 2017


3.
Quarterly Report. Within 30 days after the end of each calendar quarter, each Covered Person must provide a statement including the Required Reporting Information to the Legal & Compliance Department via the Financial Tracking System relating to Securities transactions executed during the previous quarter for all Personal


Securities Accounts and any new Personal Securities Accounts in which any Securities were held established during the previous quarter for the direct or indirect benefit of the Covered Person. 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.

4.
Annual Report. Each Covered Person shall submit within 45 days after the end of each calendar year an annual report to the Legal & Compliance Department via the Financial Tracking System showing, as of the end of the calendar year the Required Reporting Information for each account in which any Securities are held for the direct or indirect benefit of the Covered Person or Related Persons. For purposes of clarity, a Covered Person’s investments in any direct investment program must be reported on the Covered Person’s annual report.

5.
Annual Certification. All Covered Persons are required to certify annually via the Financial Tracking System 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. LAM will maintain a copy of this Policy on the intranet site accessible to all Covered Persons, and its annual certification request will identify the location of the Policy to all Covered Persons. Amendments to the Policy, if any, will be transmitted to Covered Persons electronically.

I. Fund Directors.

Each Director who is not an “interested person” (as defined in the 1940 Act) of a LAM Fund and who would be required to provide reports pursuant to Section II.H of this Policy solely by reason of being a Director is excepted from such reporting requirements pursuant to Rule 17j-1(d)(2), except that the Director shall make a quarterly report to the Legal & Compliance Department of transactions in Securities if the Director knew or, in the ordinary course of fulfilling his or her official duties as a Director should have known, that during the 15-day period immediately before or after the Director's transaction a LAM Fund on whose board the Director serves purchased or sold a Security, or the LAM Fund or LAM considered purchasing or selling the Security.

J.
Sanctions.

The Legal & Compliance Department shall track all violations of this Policy and may impose appropriate sanctions, including without limitation warnings, disgorgement of trading profits to charity, and suspension of personal trading privileges. The Department shall report all material




Effective September 1, 2017


violations 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, fines, or suspension / termination of the violator’s employment.


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 activity under this policy, and at least annually, a written report and certification meeting the requirements of Rule 17j-1 under the 1940 Act.

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, for an open-end Fund only, 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.







Effective September 1, 2017


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:

1.
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.

4.
A performance-related fee, other than an asset-based fee, received by any broker, dealer, bank, insurance company, investment company, investment adviser, investment manager, trustee or person or entity performing a similar function.

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 status as a trustee where either you or a member of your immediate family is a trust beneficiary.

2.
Your status as a trust beneficiary and you have or share investment control over trust transactions.

3.
Your status as a settler of a trust if you have the right to revoke the trust without the consent of a beneficiary and you have or share investment control over the Securities in the trust.





Effective September 1, 2017



The foregoing is only 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.








Effective September 1, 2017


Exhibit B



APPROVED BROKER-DEALERS



PREFERRED BROKERS

Fidelity

Charles Schwab



OTHER APPROVED BROKERS

Ameriprise E Trade
Interactive Brokers Merrill Lynch Morgan Stanley Scottrade
TD Ameritrade UBS








Effective September 1, 2017


Exhibit C

PROHIBITED LEVERED ETFs AND ETNs (EXAMPLES)
Ticker
Name
AGA
DB AGRICULTURE DOUBLE SHORT
AGLS
ADVSHRS ACCUVEST GBL LNG SHR
AGQ
PROSHARES ULTRA SILVER
AMJL
CREDIT SUISSE X-LINKSMP2XLVGALRN
BAR
DIREXION DAILY GOLD BULL 3X
BARS
DIREXION DAILY GOLD BEAR 3X
BDCL
ETRACS 2X WELLS FARGO BDCI
BDD
DB BASE METALS DOUBLE LONG
BGU
DIREXION DAILY LARGE CAP BULL 3X
BGZ
DIREXION DAILY LARGE CAP BEAR 3X
BIB
PROSHARES ULTRA NASD BIOTECH
BIS
PROSHARES ULTRASHORT NAS BIO
BOIL
PROSHARES ULTRA BLOOMBERG NA
BOM
DB BASE METALS DOUBLE SHORT
BRIL
DIREXION DAILY BRIC BULL 3X
BRIS
DIREXION DAILY BRIC BEAR 3X
BRZS
DIREXION DAILY BRAZIL BEAR 3
BRZU
DIREXION DAILY BRAZIL BULL 3
BUNT
DB 3X GERMAN BUND FUTURES
BXDC
BARCLAYS ETN+SHORT C S&P 500
BXDD
BARCLAYS ETN+SHORT D S&P 500
BXUB
BARCLAYS ETN+LONG B S&P 500
BXUC
BARCLAYS ETN+LONG C S&P 500
BZQ
PROSHARES ULTRASHORT MSCI BR
CEFL
ETRACS MONTH PAY 2X LEV C/E
CHAU
DIREXION DAILY CSI 300 CHI A BULL 2X
CLAW
DIREXION DLY HOMEBLD SUP BEAR 3X
CMD
ULTRASHORT DJ-UBS COMMODITY PR
COWL
DIREXION DLY AGRI BULL 3X
COWS
DIREXION DAILY AGRI BEAR 3X
CROC
PROSHARES ULTRASHORT AUD
CSMB
X-LINKS 2XLEVRG MERGER ARB
CURE
DIREXION HEALTHCARE BULL 3X
CZI
DIREXION CHINA BEAR 3X SHARES
CZM
DIREXION CHINA BULL 3X SHARES
DAG
DB AGRICULTURE DOUBLE LONG
DDM
PROSHARES ULTRA DOW30
DEE
DB COMMODITY DOUBLE SHORT




Effective September 1, 2017


DGAZ
VELOCITYSHARES 3X INVERSE NA
DGLD
VELOCITYSHARES 3X INVERSE GO
DGP
DB GOLD DOUBLE LONG ETN
DIG
PROSHARES ULTRA OIL & GAS
DPK
DIREXION DAILY DEV M BEAR 3X
DPST
DIREXION DLY REG BANKS BULL 3X
DRIP
DIREXION DLY SP OIL GAS EXP BEAR 3X
DRN
DIREXION DLY REAL EST BULL3X
DRR
MARKET VECTORS DBL SHORT EUR
DRV
DIREXION DLY REAL EST BEAR3X
DSLV
VELOCITYSHARES 3X INVERSE SI
DSTJ
JPMORGAN 2X SHORT TREASURY
DSXJ
JPMORGAN 2X SHORT 10 YR TREA
DTO
DB CRUDE OIL DOUBLE SHORT
DUG
PROSHARES ULTRASHORT OIL&GAS
DUST
DIREXION DAILY GOLD MINERS I
DVHL
ETRACS MON PAY 2XLEV HI INC
DVYL
ETRACS 2X DJ SEL DVD ETN
DWTIF
VELOCITYSHARES 3X INVERSE CR
DXD
PROSHARES ULTRASHORT DOW30
DXO
POWERSHARES DB CRUDE OIL 2X
DYY
DB COMMODITY DOUBLE LONG
DZK
DIREXION DLY DEV MKT BULL 3X
DZZ
DB GOLD DOUBLE SHORT ETN
EDC
DIREXION DLY EMG MKT BULL 3X
EDZ
DIREXION DLY EMG MKT BEAR 3X
EET
PROSHARES ULT MSCI EMER MKTS
EEV
PROSHARES ULTSHRT MSCI EM
EFO
PROSHARES ULTRA MSCI EAFE
EFU
PROSHARES ULTSHRT MSCI EAFE
EMLB
IPATH LONG ENHANCED MCSI EM IN
EMSA
IPATH SE MSCI EM INDEX ETN
EPV
PROSHARES ULTRASHORT FTSE EU
ERX
DIREXION DAILY ENERGY BUL 3X
ERY
DIREXION DLY ENERGY BEAR 3X
EUO
PROSHARES ULTRASHORT EURO
EURL
DIREXION DAILY FTSE EUROPE B
EURZ
DIREXION DAILY FTSE EUROPE B
EWV
PROSHARES ULTSHRT MSCI JAPAN
EZJ
PROSHARES ULTRA MSCI JAPAN
FAS
DIREXION DAILY FIN BULL 3X
FAZ
DIREXION DAILY FINL BEAR 3X




Effective September 1, 2017


FBG
FI ENHANCED BIG CAP GR ETN
FBGX
FI ENHANCED LARGE CAP GROWTH
FCGL
DIREXION DAILY NATURAL GAS
FEEU
FI ENHANCED EUROPE 50 ETN
FIBG
CS FI ENHANCED BIG CAP GROW
FIEG
FI ENHANCED GLOBAL HI YLD
FIEU
CS FI ENHANCED EUROPE 50 ETN
FIGY
FI ENHANCED GLOBAL HIGH YLD
FINU
PROSHARES ULTRAPRO FINANCIAL
FINZ
PROSHARES ULTRAPRO SHORT FIN
FLGE
FI LARGE CAP GROWTH ENHANCED
FOL
FACTORSHARES 2X: OIL-S&P500
FSA
FACTORSHARES 2X: TBD-S&P500
FSE
FACTORSHARES 2X: S&P500-TBD
FSG
FACTORSHARES 2X: GOLD-S&P500
FSU
FACTORSHARES 2X: S&P500-USD
FXP
PROSHARES ULTRASHORT FTSE CH
GASL
DIREXION DLY NAT GAS BULL 3X
GASX
DIREXION DLY NAT GAS BEAR 3X
GDAY
PROSHARES ULT AUSTRALIAN DOL
GLDL
DIREXION DAILY GOLD BULL 3X
GLDS
DIREXION DAILY GOLD BEAR 3X
GLL
PROSHARES ULTRASHORT GOLD
GUSH
DIREXION DLY SP OIL GAS EXP BULL 3X
HAKD
DIREXION DAILY CYBER SEC BEAR 2X
HAKK
DIREXION DAILY CYBER SEC BULL 2X
HBU
PROSHARES ULTRA HOMEBUILDERS
HBZ
PROSHARES ULTRA SHORT HOMEBLD
HOML
ETRACS MON RESET 2X LEV ISE EHB
HYDD
DIREXION DAILY HIGH YIELD BEAR 2X
IGU
PROSHARES ULTRA INVEST GRADE
INDL
DIREXION DAILY MSCI INDIA BU
INDZ
DIREXION DAILY INDIA BEAR 3X
IPLT
2X INVERSE PLATINUM ETN
ITLT
POWERSHARES DB 3X ITAL TR BD
J10L
GUGGENHEIM INVERSE 2X S&P 50
J10U
GUGGENHEIM 2X S&P 500 ETF
JDST
DIREXION DLY JR GOLD BEAR 3X
JGBD
DB 3X INVERSE JAPANESE GOVT
JGBT
DB 3X JAPANESE GOVT BND FUT






Effective September 1, 2017


JNUG
DIRXN DAILY JR BULL GOLD 3X
JPNL
DIREXION DAILY JAPAN 3X BULL
JPNS
JAPAN DAILY JAPAN 3X BEAR
JPX
PROSHARES U/S MSCI PAC X-JPN
KOLD
PROSHARES ULTRASHORT BLOOMBE
KORU
DIREXION DAILY SK BULL 3X
KORZ
DIREXION DAILY SOUTH KOREA
KRU
PROSHARES ULTRA S&P REGIONAL
LABD
DIREXION DAILY SP BIOTECH BEAR 3X
LABU
DIREXION DAILY SP BIOTECH BULL 3X
LBJ
DIREXION DLY LAT AMER BULL3X
LBND
DB 3X LONG 25+ YEAR TREASURY
LHB
DIREXION DLY LATIN AMER 3X
LMLP
ETRACS MNTH PAY 2XL WF MLP
LPLT
2X LONG PLATINUM ETN
LRET
ETRACS MON PAY 2XLEV MSCI SU REIT
LSKY
ETRACS MONTHLY 2XLEVERAGED ISE
LTL
PROSHARES ULTRA TELECOMMUNIC
MATL
DIREXION DLY BAS MAT BULL 3X
MATS
DIREXION DLY BAS MAT BEAR 3X
MDLL
DIREXION DAILY MID CAP BULL 2X
MFLA
IPATH LE MSCI EAFE INDEX ETN
MFSA
IPATH SE MSCI EAFE INDEX ETN
MIDU
DIREXION DLY MID CAP BULL 3X
MIDZ
DIREXION DLY MID CAP BEAR 3X
MLPL
ETRACS 2X LEV LG ALERIAN MLP
MLPQ
ETRACS 2X MON LEV ALER MLP INFRA
MLPZ
ETRACS 2X MON LEV SP MLP INDEX B
MORL
ETRACS MONTHLY PAY 2XLEVERAG
MVV
PROSHARES ULTRA MIDCAP400
MWJ
DIREXION DAILY MID CAP BULL 3X SHA
MWN
DIREXION DAILY MID CAP BEAR 3X SH
MZZ
PROSHARES ULTSHRT MIDCAP400
NAIL
DIREXION DAILY HOMEBL SUP BULL 3X
NUGT
DIREXION DAILY GOLD MINERS I
PILL
DIREXION DLY PHARMA MED BULL 2X
PILS
DIREXION DLY PHARMA MED BEAR 2X
PST
PROSHARES ULTRASHORT 7-10 YR
QID
PROSHARES ULTRASHORT QQQ
QLD
PROSHARES ULTRA QQQ
REA
RYDEX 2X ENERGY
REC
RYDEX INV 2X S&P ENERGY
RETL
DIREXION DLY RETAIL BULL 3X




Effective September 1, 2017


RETS
DIREXION DLY RETAIL BEAR 3X
REW
PROSHARES ULTRASHORT TECH
RFL
RYDEX 2X FINANCIAL
RFN
RYDEX INV 2X FINANCIAL
RHM
RYDEX 2X HEALTH CARE
RHO
RYDEX INV 2X HEALTH CARE
RMM
RYDEX 2X S&P MIDCAP 400 ETF
RMS
RYDEX INVERSE 2X S&P MIDCAP
ROLA
IPATH LX RUSSELL 1000 ETN
ROM
PROSHARES ULTRA TECHNOLOGY
ROSA
IPATH SX RUSSELL 1000 ETN
RRY
RYDEX 2X RUSSELL 2000 ETF
RRZ
RYDEX INVERSE 2X RUSS 2000
RSU
GUGGENHEIM 2X S&P 500 ETF
RSU
GUGGENHEIM 2X S&P 500 ETF
RSW
GUGGENHEIM INVERSE 2X S&P 50
RSW1
GUGGENHEIM INVERSE 2X S&P 50
RTG
RYDEX 2X TECHNOLOGY
RTLA
IPATH LX RUSSELL 2000 ETN
RTSA
IPATH SX RUSSELL 2000 ETN
RTW
RYDEX INV 2X TECHNOLOGY
RUSL
DIREXION RUSSIA BULL 3X
RUSS
DIREXION DLY RUSSIA BEAR 3X
RWXL
UBS ETRACS M PY 2XLVG DJ INTL RELES
RXD
PROSHARES ULTRASHORT HEALTH
RXL
PROSHARES ULTRA HEALTH CARE
SAA
PROSHARES ULTRA SMALLCAP600
SBND
DB 3X SHORT 25+ YEAR TREAS
SCC
PROSHARES ULTRASHORT CONS SV
SCO
PROSHARES ULTRASHORT BLOOMBE
SDD
PROSHARES ULTRASHORT SC600
SDK
PROSHARES ULTSHRT RUS MC GRW
SDOW
PROSHARES ULTPRO SHRT DOW30
SDP
PROSHARES ULTSHRT UTILITIES
SDS
PROSHARES ULTRASHORT S&P500
SDYL
ETRACS 2X S&P DVD ETN
SFK
PROSHARES ULTSHRT R1000 GRW
SFLA
IPATH LX S&P 500 ETN
SFSA
IPATH SX S&P 500 ETN
SICK
DIREXION DLY HLTHCRE BEAR 3X
SIJ
PROSHARES ULTSHRT INDUSTRIAL
SINF
PROSHARES ULTRAPRO SHORT 10Y
SJF
PROSHARES ULTSHRT R1000 VALU




Effective September 1, 2017


SJH
PROSHARES ULTRASHRT R2000 VA
SJL
PROSHARES ULTSHRT MC VALUE
SKF
PROSHARES ULTSHRT FINANCIALS
SKK
PROSHARES ULTSHRT RUS 2000 G
SMDD
PROSHARES ULTPRO SHRT MC400
SMHD
ETRACS MON PAY 2X LEV US SM CAP H
SMK
PROSHARES ULTRASHORT MSCI ME
SMLL
DIREXION DAILY SM CAP BULL 2X
SMN
PROSHARES ULTSHRT BASIC MAT
SOXL
DIREXION DAILY SEMI BULL 3X
SOXS
DIREXION DAILY SEMICON 3X
SPLX
ETRACS MNTHLY RESET 2XS&P500
SPUU
DIREXION DAILY S&P 500 2X
SPXL
DIREXION DAILY S&P 500 BULL
SPXS
DIREXION DAILY S&P 500 BEAR
SPXU
PROSH ULTRAPRO SHORT S&P 500
SQQQ
PROSHARES ULTRAPRO SHORT QQQ
SRS
PROSHARES ULTRASHORT RE
SRTY
PROSHARES ULTRAPRO SHRT R2K
SSDL
ETRACS MONTHLY 2X LEV ISE SSD IND
SSG
PROSHARES ULTSHRT SEMICONDUC
SSO
PROSHARES ULTRA S&P500
SYTL
DIREXION DAILY 7-10 YR TREA BULL 2X
SZK
PROSHARES ULTSHRT CONS GOODS
TBT
PROSHARES ULTRASHORT 20+Y TR
TBZ
PROSHARES ULTRASHORT 3-7 TSY
TECL
DIREXION DAILY TECH BULL 3X
TECS
DIREXION DAILY TECH BEAR 3X
TLL
PROSHARES ULTRASHORT TELECOM
TMF
DIREXION DLY 20+Y T BULL 3X
TMV
DIREXION DLY 20+Y TR BEAR 3X
TNA
DIREXION DLY SM CAP BULL 3X
TPS
PROSHARES ULTRASHORT TIPS
TQQQ
PROSHARES ULTRAPRO QQQ
TTT
PROSHARES ULT -3X 20+ YR TSY
TVIX
VELOCITYSHARES 2X VIX SH-TRM
TVIZ
VELOCITYSHARES 2X VIX MED-TM
TWM
PROSHARES ULTRASHORT R2000
TWQ
PROSHARES ULTSHRT RUSS 3000
TYD
DIREXION DLY 7-10Y T BULL 3X
TYH
DIREXION DAILY TECHNOLOGY BULL3X
TYO
DIREXION DLY 7-10Y T BEAR 3X
TYP
DIREXION DAILY TECHNOLOGY BEAR3X




Effective September 1, 2017


TZA
DIREXION DLY SM CAP BEAR 3X
UBR
PROSHARES ULTRA MSCI BRAZIL
UBT
PROSHARES ULTRA 20+ YEAR TSY
UCC
PROSHARES ULTRA CONS SERVICE
UCD
PROSHARES ULTRA BLOOMBERG CO
UCO
PROSHARES ULTRA BLOOMBERG CR
UDNT
POWERSHARES DB 3X SHRT USD
UDOW
PROSHARES ULTRAPRO DOW30
UGAZ
VELOCITYSHARES 3X LG NAT GAS
UGE
PROSHARES ULTRA CONSUM GOODS
UGL
PROSHARES ULTRA GOLD
UGLD
VELOCITYSHARES 3X LONG GOLD
UINF
PROSHARES-ULTRAPRO 10 YR TIP
UJB
PROSHARES ULTRA HIGH YIELD
UKF
PROSHARES ULTRA RUS 1000 GR
UKK
PROSHARES ULTRA RUSS 2000 GR
UKW
PROSHARES ULTRA RUSS MC GRWT
ULE
PROSHARES ULTRA EURO
UMDD
PROSHARES ULTRAPRO MIDCAP400
UMX
PROSHARES ULTRA MSCI MEXICO
UPRO
PROSHARES ULTRAPRO S&P 500
UPV
PROSHARES ULTRA FTSE EUROPE
UPW
PROSHARES ULTRA UTILITIES
URE
PROSHARES ULTRA REAL ESTATE
URR
MARKET VECTORS DBLE LNG EURO
URTY
PROSHARES ULTRAPRO RUSS2000
USD
PROSHARES ULTRA SEMICONDUCT
USLV
VELOCITYSHARES 3X LNG SILVER
UST
PROSHARES ULTRA 7-10 YEAR TR
UUPT
POWERSHARES DB 3X LNG USD
UVG
PROSHARES ULTRA RUS 1000 VAL
UVT
PROSHARES ULTRA RUSS2000 VAL
UVU
PROSHARES ULTRA MID CAP VAL
UVXY
PROSHARES ULTRA VIX ST FUTUR
UWC
PROSHARES ULTRA RUSSELL 3000
UWM
PROSHARES ULTRA RUSSELL2000
UWTIF
VELOCITYSHARES 3X LONG CRUDE
UXI
PROSHARES ULTRA INDUSTRIALS
UXJ
PROSHARES ULT MSCI PAC X-JPN
UYG
PROSHARES ULTRA FINANCIALS
UYM
PROSHARES ULTRA BASIC MATERI
VZZ
IPATH LE SP500 VIX M/T FUTUR
VZZB
IPATH LE SP500 VIX M/T FUTURES




Effective September 1, 2017


WDRW
DIREXION DLY REG BANKS BEAR 3X
XPP
PROSHARES ULTRA FTSE CHINA50
YANG
DIREXION DAILY FTSE CHINA BE
YCL
PROSHARES ULTRA YEN
YCS
PROSHARES ULTRASHORT YEN
YINN
DIREXION DAILY FTSE CHINA BU
ZSL
PROSHARES ULTRASHORT SILVER



WELLINGTON MANAGEMENT
 
 


...........................................................................................................................................................................................................................................................
Code of Ethics - Effective April 30, 2017
PERSONAL INVESTING
GIFTS AND ENTERTAINMENT
OUTSIDE ACTIVITIES
CLIENT CONFIDENTIALITY

...........................................................................................................................................................................................................................................................
30 April 2017
 


WELLINGTON MANAGEMENT - April 30, 2017

Code of Ethics


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A MESSAGE FROM OUR CEO

Our business is built on a foundation of trust — the trust of our clients, earned over many years. It is our most valuable asset, and if lost, it cannot easily be regained. There are examples across our industry of companies that have lost sight of this lesson, and they serve as strong reminders that our business requires a mindset of eternal vigilance.

Each and every one of us has a role to play in sustaining our clients’ trust. We must test every decision we make, no matter how small, against our fiduciary obligations and our high ethical standards. If there is the slightest doubt about whether a decision is in the best interests of our clients, then bring it to someone’s attention — your manager, the Legal and Compliance team, or any of my direct reports. But don’t just let it go. This is what it means to be a fiduciary: complete dedication to conscientious stewardship of client assets.

To support this mandate, our Code of Ethics sets out standards for our personal conduct, including personal investing, acceptance of gifts and entertainment, outside activities, and client confidentiality. Please take the time to read the Code, familiarize yourself with the rules, and determine what you need to do to comply with them. Remember, too, that while our Code of Ethics is reviewed and updated regularly, no set of rules can address every possible circumstance. And so I ask you to remain vigilant, exercise good judgment, ask for help when you need it, consider
not just the letter but the spirit of the laws that govern our industry, and do your part to safeguard our clients’ trust.

Sincerely,

Brendan J. Swords
President and Chief Executive Officer



“The reputation of a thousand years may be determined by the conduct of one hour.”
– Ancient proverb



...........................................................................................................................................................................................................................................................
 
 


WELLINGTON MANAGEMENT - April 30, 2017

Code of Ethics


...........................................................................................................................................................................................................................................................


Contents

Standards of conduct                          2

Who is subject to the Code of Ethics?                   2

Personal investing                          3

Which types of investments and related activities
are prohibited?                              3

Which investment accounts must be reported?              4

What are the reporting responsibilities for all personnel?          5

What are the preclearance responsibilities for all personnel?          6

What are the additional requirements for investment professionals?      7

Gifts and entertainment                      8

Outside activities                          9

Client confidentiality                          9

How we enforce our Code of Ethics                  9

Exceptions from the Code of Ethics                  10

Closing                                  10





Before You Get Started: Accessing the Code of Ethics System
The Code of Ethics System is accessible through the Intranet under Applications or direct access:
https://fs1.wellmanage.com/adfs/ls/IdpInitiatedSignOn.aspx?loginToRp=ptaconnect.com





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WELLINGTON MANAGEMENT - April 30, 2017

Code of Ethics


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STANDARDS OF CONDUCT
Our standards of conduct are straightforward and essential. Any transaction or activity that violates either of the standards of conduct below is prohibited, regardless of whether it meets the technical rules found elsewhere in the Code of Ethics.

1)
We act as fiduciaries to our clients. Each of us must put our clients’ interests above our own and must not take advantage of our management of clients’ assets for our own benefit. Our firm’s policies and procedures implement these principles with respect to our conduct of the firm’s business. This Code of Ethics implements the same principles with respect to our personal conduct. The procedures set forth in the Code govern specific transactions, but each of us must be mindful at all times that our behavior, including our personal investing activity, must meet our fiduciary obligations to our clients.

2)
We act with integrity and in accordance with both the letter and the spirit of the law. Our business is highly regulated, and we are committed as a firm to compliance with those regulations. Each of us must also recognize our obligations as individuals to understand and obey the laws that apply to us in the conduct of our duties. They include laws and regulations that apply specifically to investment advisors, as well as more broadly applicable laws ranging from the prohibition against trading on material nonpublic information and other forms of market abuse to anticorruption statutes such as the US Foreign Corrupt Practices Act and the UK Bribery Act. The firm provides training on their requirements. Each of us must take advantage of these resources to ensure that our own conduct complies with the law.
WHO IS SUBJECT TO THE CODE OF ETHICS?
Our Code of Ethics applies to all employees of Wellington Management, and its affiliates around the world. Its restrictions on personal investing also apply to temporary personnel (including co-ops and interns) and consultants whose tenure with Wellington Management exceeds 90 days and who are deemed by the Chief Compliance Officer to have access to nonpublic investment research, client holdings, or trade information.

All Wellington Management personnel receive a copy of the Code of Ethics (and any amendments) and must certify, upon joining the firm and annually thereafter, that they have read and understood it and have complied with its requirements.

Adherence to the Code of Ethics is a basic condition of employment. Failure to adhere to our Code of Ethics may result in disciplinary action, including termination of employment.

If you have any doubt as to the appropriateness of any activity, believe that you have violated the Code, or become aware of a violation of the Code by another individual, you should consult the manager of the Code of Ethics Team, Chief Compliance Officer, General Counsel, or Chair of the Ethics Committee. You also have the right to report violations of law or regulation directly to relevant governmental agencies. You do not need the firm’s prior authorization to make any such report or disclosures and are not required to notify the firm that you have done so.

General questions regarding our Code of Ethics may be directed to the Code of Ethics Team via email at #Code of Ethics Team or through the Code of Ethics hotline, 617-790-8330 (x68330).

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WELLINGTON MANAGEMENT - April 30, 2017

Code of Ethics


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PERSONAL INVESTING
As fiduciaries, each of us must avoid taking personal advantage of our knowledge of investment activity in client accounts. Although our Code of Ethics sets out a number of specific restrictions on personal investing designed to reflect this principle, no set of rules can anticipate every situation. Each of us must adhere to the spirit, and not just the letter, of our Code in meeting this fiduciary obligation to our clients.
WHICH TYPES OF INVESTMENTS AND RELATED ACTIVITIES ARE PROHIBITED?
Our Code of Ethics prohibits the following personal investments and investment-related activities:

Purchasing or selling the following:
Initial public offerings (IPOs) of any securities
Securities of an issuer being bought or sold on behalf of clients until one trading day after such buying or selling is completed or canceled
Securities of an issuer that is the subject of a new, changed, or reissued but unchanged action recommendation from a global industry research or fixed income credit analyst until two business days following issuance or reissuance of the recommendation
Securities of an issuer that is mentioned at the Morning Meeting or the Early Morning Meeting until two business days following the meeting
Securities that are the subject of a firmwide restriction
Single-stock futures
Options with an expiration date that is within 60 calendar days of the transaction date
Securities of broker/dealers (or their affiliates) that the firm has approved for execution of client trades
Securities of any securities market or exchange on which the firm trades on behalf of clients
Purchasing an equity security if your aggregate ownership of the equity security exceeds 0.05% of the total shares outstanding of the issuer
Taking a profit from any trading activity within a 60 calendar day window (see box for more detail)
Using a derivative instrument to circumvent a restriction in the Code of Ethics
    

Short-Term Trading
You are prohibited from profiting from the purchase and sale (or sale and purchase) of the same or equivalent securities within 60 calendar days. For example, if you buy shares of stock (or options on such shares) and then sell those shares within 60 days at a profit, an exception will be identified and any gain from the transactions must be surrendered. Gains are calculated based on a last in, first out (LIFO) method for purposes of this restriction. This short-term trading rule does not apply to securities exempt from the Code’s preclearance requirements.





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WELLINGTON MANAGEMENT - April 30, 2017

Code of Ethics


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WHICH INVESTMENT ACCOUNTS MUST BE REPORTED?
You are required to report any investment account over which you exercise investment discretion or from which any of the following individuals enjoy economic benefits: (i) your spouse, domestic partner, or minor children, and (ii) any other dependents living in your household.
AND
that holds or is capable of holding any of the following covered investments:

Shares of stocks, ADRs, or other equity securities (including any security convertible into equity securities)
Bonds or notes (other than sovereign government bonds issued by Canada, France, Germany, Italy, Japan, the United Kingdom, or the United States, as well as bankers’ acceptances, CDs, commercial paper, and high-quality, short-term debt instruments)
Interest in a variable annuity product in which the underlying assets are held in a subaccount managed by Wellington Management
Shares of exchange-traded funds (ETFs)
Shares of closed-end funds
Options on securities
Securities futures
Interest in private placement securities (other than Wellington Management Sponsored Products)
Shares of funds managed by Wellington Management (other than money market funds)

Please see Appendix A for a detailed summary of reporting requirements by security type.

Web Resource: Wellington-Managed Fund List
An up-to-date list of funds managed by Wellington Management is available through the Code of Ethics System under Documents. Please note that any transactions in Wellington-Managed funds must comply with the funds' rules on short-term trading of fund shares.

For purposes of the Code of Ethics, these investment accounts are referred to as reportable accounts. Examples of common account types include brokerage accounts, retirement accounts, employee stock compensation plans, and transfer agent accounts. Reportable accounts also include those from which you or an immediate family member may benefit indirectly, such as a family trust or family partnership, and accounts in which you have a joint ownership interest, such as a joint brokerage account.

Please contact the Code of Ethics Team for guidance if you hold any securities in physical certificate form.
Still Not Sure? Contact Us
If you are not sure if a particular account is required to be reported, contact the Code of Ethics Team by email at #Code of Ethics Team or through the Code of Ethics hotline, 617-790-8330 (x68330).
Accounts Not Requiring Reporting
You do not need to report the following accounts via the Code of Ethics System since the administrator will provide the Code of Ethics Team with access to relevant holdings and transaction information:
Accounts maintained within the Wellington Retirement and Pension Plan or similar firm-sponsored retirement or benefit plans identified by the Ethics Committee
Accounts maintained directly with Wellington Trust Company or other Wellington Management Sponsored Products

Although these accounts do not need to be reported, your investment activities in these accounts must comply with the standards of conduct embodied in our Code of Ethics.
Managed Account Exemptions
An account from which you or immediate family members could benefit financially, but over which neither you nor they have any investment discretion or influence (a managed account), may be exempted from the Code of Ethics’ personal investing requirements upon written request and approval. An example of a managed account would be a professionally advised account about which you will not be consulted or have any input on specific transactions placed by the investment manager prior to their execution. To request a

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WELLINGTON MANAGEMENT - April 30, 2017

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managed account exemption, you must complete a Managed Account Letter (available online via the Code of Ethics System) and return it the Code of Ethics Team.

Web Resource: Managed Account Letter
To request a managed account exemption, complete the Managed Account Letter available through the Code of Ethics System under Documents.
Designated Brokers For U.S. Reportable Accounts
U.S-based reportable accounts must be held at one or more of the brokers on the Designated Brokers List. This requirement does not apply to managed accounts that are exempt from certain provisions of the Code of Ethics, employee stock purchase and stock option plans and other accounts (including pension, retirement and compensation accounts) required to be held at a specific broker.

New employees must transfer all reportable accounts to a Designated Broker within 45 days from the start of their employment.

Web Resource: Designated Brokers List
The Designated Brokers List is available on the Intranet and the Code of Ethics System under Documents.
WHAT ARE THE REPORTING RESPONSIBILITIES FOR ALL PERSONNEL?
Initial and Annual Holdings Reports
You must disclose all reportable accounts and all covered investments you hold within 10 calendar days after you begin employment at or association with Wellington Management. You will be required to review and update your holdings and securities account information annually thereafter.
For initial holdings reports, holdings information must be current as of a date no more than 45 days prior to the date you became covered by the Code of Ethics. Please note that you cannot make personal trades until you have filed an initial holdings report via the Code of Ethics System on the Intranet.

For subsequent annual reports, holdings information must be current as of a date no more than 45 days prior to the date the report is submitted. Please note that your annual holdings report must account for both volitional and non-volitional transactions.

At the time you file your initial and annual reports, you will be asked to confirm that you have read and understood the Code of Ethics and any amendments.

Non-volitional transactions include:
Investments made through automatic dividend reinvestment or rebalancing plans and stock purchase plan acquisitions
Transactions that result from corporate actions applicable to all similar security holders (such as splits, tender offers, mergers, and stock dividends)
Quarterly Transactions Reports
You must submit a quarterly transaction report no later than 30 calendar days after quarter-end via the Code of Ethics System on the Intranet, even if you did not make any personal trades during that quarter. In the report, you must either confirm that you did not make any personal trades (except for those resulting from non-volitional events) or provide information regarding all volitional transactions in covered investments.

Web Resource: How to File Reports on the Code of Ethics System
Required reports must be filed electronically via the Code of Ethics System. Please see the Code of Ethics System’s homepage for more details.


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Duplicate Statements and Trade Confirmations
For each of your reportable accounts, you are required to provide duplicate statements and duplicate trade confirmations to Wellington Management. To arrange for the delivery of duplicate statements and trade confirmations, please contact the Code of Ethics Team for the appropriate form. Return the completed form to the Code of Ethics Team, which will submit it to the brokerage firm on your behalf. If the brokerage firm or other firm from which you currently receive statements is not able to send statements and confirmations directly to Wellington Management, you will be required to submit copies promptly after you receive them, unless you receive an exemption from this requirement under the procedures outlined on page 11.
WHAT ARE THE PRECLEARANCE RESPONSIBILITIES FOR ALL PERSONNEL?
Preclearance of Publicly Traded Securities
You must receive clearance before buying or selling stocks, bonds, options, and most other publicly traded securities in any reportable account. A full list of the categories of publicly traded securities requiring preclearance, and of certain exceptions to this requirement, is included in Appendix A . Transactions in accounts that are not reportable accounts do not require preclearance or reporting.

Preclearance requests must be submitted online via the Code of Ethics System, which is accessible through the Intranet. If clearance is granted, the approval will be effective for a period of 24 hours. If you preclear a transaction and then place a limit order with your broker, that limit order must either be executed or expire at the end of the 24-hour period. If you want to execute the order after the 24-hour period expires, you must resubmit your preclearance request.

If you have questions regarding the preclearance requirements, please refer to the FAQs available on the Code of Ethics System or contact the Code of Ethics Team.

Please note that preclearance approval does not alter your responsibility to ensure that each personal securities transaction complies with the general standards of conduct, the reporting requirements, the restrictions on short-term trading, or the special rules for investment professionals set out in our Code of Ethics.

Web Resource: How to File a Preclearance Request
Preclearance must be obtained using the Code of Ethics System. Once the necessary information is submitted, your preclearance request will be approved or denied within seconds.
Caution on Short Sales, Margin Transactions, and Options
You may engage in short sales and margin transactions and may purchase or sell options provided you receive preclearance and meet all other applicable requirements under our Code of Ethics (including the additional rules for investment professionals described on page 8). Please note, however, that these types of transactions can have unintended consequences. For example, any sale by your broker to cover a margin call or to buy in a short position will be in violation of the Code unless precleared. Likewise, any volitional sale of securities acquired at the expiration of a long call option will be in violation of the Code unless precleared. You are responsible for ensuring any subsequent volitional actions relating to these types of transactions meet the requirements of the Code.
Preclearance of Private Placement Securities
You cannot invest in securities offered to potential investors in a private placement without first obtaining prior approval. Approval may be granted after a review of the facts and circumstances, including whether:
an investment in the securities is likely to result in future conflicts with client accounts (e.g., upon a future public offering), and
you are being offered the opportunity due to your employment at or association with Wellington Management.

If you have questions regarding whether an investment would be deemed a private placement security under the Code, please refer to the FAQs about private placements available on the Code of Ethics System, or contact the Code of Ethics Team.

To request approval, you must submit a Private Placement Approval Form (available online via the Code of Ethics System) to the Code of Ethics Team. Investments in our own privately offered investment vehicles (our Sponsored Products ), including collective

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investment funds and common trust funds maintained by Wellington Trust Company, NA, our hedge funds, and our non-US domiciled funds (Wellington Management Portfolios), have been approved under the Code and therefore do not require the submission of a Private Placement Approval Form.

Web Resource: Private Placement Approval Form
To request approval for a private placement, complete the Private Placement Approval Form available through the Code of Ethics System under Documents.
WHAT ARE THE ADDITIONAL REQUIREMENTS FOR INVESTMENT PROFESSIONALS?
If you are a portfolio manager, research analyst, or other investment professional who has portfolio management responsibilities for a client account (e.g., designated portfolio managers, backup portfolio managers, investment team members), or who otherwise has direct authority to make decisions to buy or sell securities in a client account (referred to here as an investment professional), you are required to adhere to additional rules and restrictions on your personal securities transactions. However, as no set of rules can anticipate every situation, you must remember to place our clients’ interests first whenever you transact in securities that are also held in client accounts you manage.

The following provisions of the code are intended to allow investment professionals to make long-term investments in securities. However, you may not be able to sell personal investments for extended periods of time and therefore should consider the liquidity, tax planning, market, and similar risks associated with making personal investments in securities of an issuer that are or may be held in client accounts.

Investment Professional Blackout Periods –You cannot buy or sell a security for a period of 14 calendar days before or after any transaction in the same issuer by a client account for which you serve as an investment professional. In addition, You may not sell personal holdings in a security of the same issuer that is held by a client account for which you serve as an investment professional until the later of the following periods: (i) one calendar year from the date of your last purchase and (ii) 90 calendar days after all of your client accounts liquidate all holdings of the same issuer.
 
If you anticipate receiving a cash flow or redemption request in a client portfolio that will result in the purchase or sale of securities that you also hold in your personal account, you should take care to avoid transactions in those securities in your personal account in the days leading up to the client transactions. However, unanticipated cash flows and redemptions in client accounts and unexpected market events do occur from time to time, and a personal trade made in the prior 14 days should never prevent you from buying or selling a security in a client account if the trade would be in the client’s best interest. If you find yourself in that situation and need to buy or sell a security in a client account within the 14 calendar days following your personal transaction in a security of the same issuer, you should attempt to notify the Code of Ethics Team (by email at #Code of Ethics Team or through the Code of Ethics hotline, 617-790-8330 [x68330]) or your local Compliance Officer in advance of placing the trade. If you are unable to reach any of those individuals and the trade is time sensitive, you should proceed with the client trade and notify the Code of Ethics Team promptly after submitting it.
Short Sales by an Investment Professional – An investment professional may not personally take a short position in a security of an issuer in which he or she holds a long position in a client account.

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GIFTS AND ENTERTAINMENT
Our guiding principle of “client, firm, self” also governs the receipt of gifts and entertainment from clients, consultants, broker/dealers, research providers, vendors, companies in which we may invest, and others with whom the firm does business. As fiduciaries to our clients, we must always place our clients’ interests first and cannot allow gifts or entertainment opportunities to influence the actions we take on behalf of our clients. In keeping with this standard, you must follow several specific requirements:

Accepting Gifts – You may only accept gifts of nominal value, which include logoed items, flower arrangements, gift baskets, and food, as well as other gifts with an approximate value of less than US$100 or the local equivalent per year from a single source. You may not accept a gift of cash, including a cash equivalent such as a gift card, regardless of the amount. If you receive a gift that violates the Code, you must return the gift or consult with the Chief Compliance Officer to determine appropriate action under the circumstances.

Accepting Business Meals – Business meals are permitted provided that neither the cost nor the frequency is excessive and there is a legitimate business purpose. If the host is a broker/dealer or research provider, the host must be reimbursed for the full amount of your proportionate share of the total cost of the meal if the approximate value of the meal is more than US$100 or the local equivalent.

Accepting Entertainment Opportunities – The firm recognizes that participation in entertainment opportunities with representatives from organizations with which the firm does business, such as consultants, broker/dealers, research providers, vendors, and companies in which we may invest, can help to further legitimate business interests. However, participation in such entertainment opportunities should be infrequent and is subject to the following conditions:

1)
A representative of the hosting organization must be present;
2)
The primary purpose of the event must be to discuss business or to build a business relationship;
3)
You must receive prior approval from your business manager;
4)
If the host is a broker/dealer or research provider, the host must be reimbursed for the full amount of the entertainment opportunity; and
5)
For all other entertainment opportunities, the host must be reimbursed for the full face value of any entertainment ticket(s) if:
the entertainment opportunity requires a ticket with a face value of more than US$200 or the local equivalent, or is a high-profile event (e.g., a major sporting event),
you wish to accept more than one ticket, or
the host has invited numerous Wellington Management representatives.

Business managers must clear their own participation under the circumstances described above with the Chief Compliance Officer or Chair of the Ethics Committee.

Please note that even if you pay for the full face value of a ticket, you may attend the event only if the host is present .

Lodging and Air Travel – You may not accept a gift of lodging or air travel in connection with any entertainment opportunity. If you participate in an entertainment opportunity for which lodging or air travel is paid for by the host, you must reimburse the host for the equivalent cost, as determined by Wellington Management’s travel manager.

Soliciting Gifts, Entertainment Opportunities, or Contributions – In your capacity as an employee of the firm, you may not solicit gifts, entertainment opportunities, or charitable or political contributions for yourself, or on behalf of clients, prospects, or others, from brokers, vendors, clients, or consultants with whom the firm conducts business or from companies in which the firm may invest.
     
Sourcing Entertainment Opportunities – You may not request tickets to entertainment events from the firm’s Trading department or any other Wellington Management department or employee, nor from any broker, vendor, company in which we may invest, or other organization with which the firm conducts business.

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OUTSIDE ACTIVITIES
While the firm recognizes that you may engage in business or charitable activities in your personal time, you must take steps to avoid conflicts of interest between your private interests and our clients’ interests. As a result, all significant outside business or charitable activities (e.g., additional employment, consulting work, directorships or officerships) must be approved by your business manager and by the Chief Compliance Officer, General Counsel, or Chair of the Ethics Committee prior to the acceptance of such a position (or if you are new, upon joining the firm). Approval will be granted only if it is determined that the activity does not present a significant conflict of interest. Directorships in public companies (or companies reasonably expected to become public companies) will generally not be authorized, while service with charitable organizations generally will be permitted.
CLIENT CONFIDENTIALITY
Any nonpublic information concerning our clients that you acquire in connection with your employment at the firm is confidential. This includes information regarding actual or contemplated investment decisions, portfolio composition, research recommendations, and client interests. You should not discuss client business, including the existence of a client relationship, with outsiders unless it is a necessary part of your job responsibilities.
HOW WE ENFORCE OUR CODE OF ETHICS
Legal and Compliance is responsible for monitoring compliance with the Code of Ethics. Members of Legal and Compliance will periodically request certifications and review holdings and transaction reports for potential violations. They may also request additional information or reports.

It is our collective responsibility to uphold the Code of Ethics. In addition to the formal reporting requirements described in this Code of Ethics, you have a responsibility to report any violations of the Code. If you have any doubt as to the appropriateness of any activity, believe that you have violated the Code, or become aware of a violation of the Code by another individual, you should consult the manager of the Code of Ethics Team, Chief Compliance Officer, General Counsel, or Chair of the Ethics Committee.
  
Potential violations of the Code of Ethics will be investigated and considered by representatives of Legal and Compliance and/or the Ethics Committee. All violations of the Code of Ethics will be reported to the Chief Compliance Officer. Violations are taken seriously and may result in sanctions or other consequences, including:
a warning
referral to your business manager and/or senior management
reversal of a trade or the return of a gift
disgorgement of profits or of the value of a gift
a limitation or restriction on personal investing
termination of employment
referral to civil or criminal authorities

If you become aware of any potential conflicts of interest that you believe are not addressed by our Code of Ethics or other policies, please contact the Chief Compliance Officer, the General Counsel, or the manager of the Code of Ethics Team.
EXCEPTIONS FROM THE CODE OF ETHICS
The Chief Compliance Officer may grant an exception from the Code, including preclearance, other trading restrictions, and certain reporting requirements on a case-by-case basis if it is determined that the proposed conduct involves no opportunity for abuse and does not conflict with client interests. Exceptions are expected to be rare. If you wish to seek an exception, you must submit a written request to the Code of Ethics Team describing the nature of the exception and the reason(s) it is being sought.

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CLOSING
As a firm, we seek excellence in the people we employ, the products and services we offer, the way we meet our ethical and fiduciary responsibilities, and the working environment we create for ourselves. Our Code of Ethics embodies that commitment. Accordingly, each of us must take care that our actions fully meet the high standards of conduct and professional behavior we have adopted. Most importantly, we must all remember “client, firm, self” is our most fundamental guiding principle.

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APPENDIX A – PART 1
No Preclearance or Reporting Required:
Open-end investment funds not managed by Wellington Management 1  
Interests in a variable annuity product in which the underlying assets are held in a fund not managed by Wellington Management
Direct obligations of the US government (including obligations issued by GNMA and PEFCO) or the governments of Canada, France, Germany, Italy, Japan, or the United Kingdom
Cash
Money market instruments or other short-term debt instruments rated P-1 or P-2, A-1 or A-2, or their equivalents 2  
Bankers’ acceptances, CDs, commercial paper
Wellington Trust Company Pools
Wellington Sponsored Hedge Funds
Securities futures and options on direct obligations of the US government or the governments of Canada, France, Germany, Italy, Japan, or the United Kingdom, and associated derivatives
Options, forwards, and futures on commodities and foreign exchange, and associated derivatives
Transactions in approved managed accounts
Reporting of Securities Transactions Required (no need to preclear and not subject to the 60-day holding period):
Open-end investment funds managed by Wellington Management 1 (other than money market funds)
Interests in a variable annuity or insurance product in which the underlying assets are held in a fund managed by Wellington Management
Futures and options on securities indices
ETFs listed in Appendix A – Part 2 and derivatives on these securities
Gifts of securities to you or a reportable account
Gifts of securities from you or a reportable account
Non-volitional transactions (splits, tender offers, mergers, stock dividends, dividend reinvestments, etc.)
Preclearance and Reporting of Securities Transactions Required:
Bonds and notes (other than direct obligations of the US government or the governments of Canada, France, Germany, Italy, Japan, or the United Kingdom, as well as bankers’ acceptances, CDs, commercial paper, and high-quality, short-term debt instruments)
Stock (common and preferred) or other equity securities, including any security convertible into equity securities
Closed-end funds
ETFs not listed in Appendix A – Part 2
American Depositary Receipts
Options on securities (but not their non-volitional exercise or expiration)
Warrants
Rights
Unit investment trusts
Prohibited Investments and Activities:
Initial public offerings (IPOs) of any securities
Single-stock futures 2  
Options expiring within 60 days of purchase
Securities being bought or sold on behalf of clients until one trading day after such buying or selling is completed or canceled
Securities of an issuer that is the subject of a new, changed, or reissued but unchanged action recommendation from a global industry research or fixed income credit analyst until two business days following issuance or reissuance of the recommendation
Securities of an issuer that is mentioned at the Morning Meeting or the Early Morning Meeting until two business days following the meeting
Securities on the firmwide restricted list
Profiting from any short-term (i.e., within 60 days) trading activity

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Securities of broker/dealers or their affiliates with which the firm conducts business
Securities of any securities market or exchange on which the firm trades
Using a derivative instrument to circumvent the requirements of the Code of Ethics
Purchasing an equity security if your aggregate ownership of the equity security exceeds 0.05% of the total shares outstanding of the issuer



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APPENDIX A – PART 2
ETFS APPROVED FOR PERSONAL TRADING WITHOUT PRECLEARANCE (BUT REQUIRING REPORTING)
All regional/country exchange share listings of ETFs listed are also approved
This is a partial list. The complete and up-to-date list is available on the Code of Ethics System on the Intranet.

Ticker
Name
United States: Equity
AAXJ
iShares MSCI All COUNTRY ASIA
ACWI
iShares MSCI ACWI Index Fund
BRF
Market Vectors Brazil Small-CA
DIA
DIAMONDS Trust SERIES I
DVY
iShares DJ Select Dividend
ECH
iShares MSCI Chile Investable
EEB
Claymore/BNY BRIC ETF
EEM
iShares MSCI EMERGING MKT IN
EFA
iShares MSCI EAFE INDEX FUND
EFG
iShares MSCI EAFE GROWTH INX
EFV
iShares MSCI EAFE VALUE INX
EPI
Wisdomtree India Earnings Fund
EPP
iShares MSCI PACIFIC EX JPN
EWA
iShares MSCI AUSTRALIA INDEX
EWC
iShares MSCI CANADA
EWG
iShares MSCI GERMANY INDEX
EWH
iShares MSCI HONG KONG INDEX
EWJ
iShares MSCI JAPAN INDEX FD
EWM
iShares MSCI MALAYSIA
EWS
iShares MSCI SINGAPORE
EWT
iShares MSCI TAIWAN INDEX FD
EWU
iShares MSCI UNITED KINGDOM
EWY
iShares MSCI SOUTH KOREA IND
EZU
iShares MSCI EMU
FXI
iShares FTSE/XINHUA CHINA 25
GDX
Market Vectors Gold Miners
GDXJ
Market Vectors Gold Miners Min
IBB
iShares NASDAQ BIOTECH INDX
ICF
iShares COHEN & STEERS RLTY
IEV
iShares S&P EUROPE 350
IGE
iShares GOLDMAN SACHS NAT RE
IJH
iShares S&P Midcap 400
IJJ
iShares S&P Midcap 400/VALUE
IJK
iShares S&P Midcap 400/GRWTH
IJR
iShares S&P SmallCap 600
IJS
iShares S&P SmallCap 600/VAL
IJT
iShares S&P SmallCap 600/GRO
ILF
iShares S&P Latin Amer 40 IDX
INP
iPath MSCI India Index ETN
IOO
iShares S&P GLOBAL 100
IVE
iShares S&P 500 VALUE INDEX
IVV
iShares S&P 500 INDEX FUND
IVW
iShares S&P 500 GROWTH INDEX
IWB
iShares Russell 1000 INDEX
IWD
iShares Russell 1000 VALUE
IWF
iShares Russell 1000 GROWTH
IWM
iShares Russell 2000

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IWN
iShares Russell 2000 VALUE
IWO
iShares Russell 2000 GROWTH
IWP
iShares Russell Midcap GRWTH
IWR
iShares Russell Midcap INDEX
IWS
iShares Russell Midcap VALUE
IWV
iShares Russell 3000 INDEX
IXC
iShares S&P GLBL ENERGY SECT
IYR
iShares DJ US REAL ESTATE
IYW
iShares DJ US TECHNOLOGY SEC
MDY
Midcap SPDR Trust SERIES 1
MOO
Market Vectors AGRIBUSINESS
OEF
iShares S&P 100 INDEX FUND
PBW
PowerShares WILDERHILL CLEAN ENERGY
PFF
iShares S&P PREF STK INDX FN
PGX
Powershares Preferred Portfolio
PHO
PowerSharesGLOBAL WATER
QID
ProShares UltraShort QQQ
QLD
ProShares Ultra QQQ
QQQ
PowerShares QQQ
RSP
Rydex S&P EQUAL WEIGHT ETF
RSX
Market Vectors RUSSIA ETF
RWM
ProShares Short Russell 2000
RWR
DJ Wilshire REIT ETF
RWX
SPDR DJ WILS INTL RE
SCZ
iShares MSCI EAFE Small Cap In
SDS
ProShares UltraShort S&P500
SDY
SPDR Divident ETF
SH
ProShares Short S&P500
SKF
ProShares UltraShort FINANCIALS
SPY
SPDR Trust SERIES 1
SRS
UltraShort REAL ESTATE ProShares
SSO
ProShares Ultra S&P500
TWM
UltraShort Russell2000 ProShares
UWM
ProShares Ultra Russell2000
UYG
ProShares Ultra FINANCIALS
VB
Vanguard SMALL-CAP ETF
VBK
Vanguard SMALL-CAP GRWTH ETF
VBR
Vanguard SMALL-CAP VALUE ETF
VEA
Vanguard EUROPE PACIFIC ETF
VEU
Vanguard FTSE ALL-WORLD EX-U
VGK
Vanguard EUROPEAN ETF
VIG
Vanguard DIVIDEND APPREC ETF
VNQ
Vanguard REIT ETF
VO
Vanguard MID-CAP ETF
VPL
Vanguard PACIFIC ETF
VTI
Vanguard TOTAL STOCK MKT ETF
VTV
Vanguard VALUE ETF
VUG
Vanguard GROWTH ETF
VV
Vanguard LARGE-CAP ETF
VWO
Vanguard EMERGING MARKET ETF
VXX
iPath S&P 500 VIX
XLB
MATERIALS Select SECTOR SPDR
XLE
ENERGY Select SECTOR SPDR
XLF
FINANCIAL Select SECTOR SPDR
XLI
INDUSTRIAL Select SECT SPDR

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XLK
TECHNOLOGY Select SECT SPDR
XLP
CONSUMER STAPLES SPDR
XLU
UTILITIES Select SECTOR SPDR
XLV
HEALTH CARE Select SECTOR
XLY
CONSUMER DISCRETIONARY Select SPDR
XME
SPDR S&P Metals & Mining ETF
XOP
S&P Oil & Gas Expland Prod


United States: Fixed Income
AGG
iShares Lehman AGG BOND FUND
BIV
Vanguard Intermediate-Term Bon
BSV
Vanguard Total Bond Market
BOND
PIMCO Total Return Bond ETF
BSV
Vanguard Short-Term Bond ETF
BWX
SPDR barclays Int Trea Bnd ETF
BZF
Wisdomtree Brazilian Real Fund
CYB
Wisdomtree Dreyfus China Yuan Fund
ELD
Wisdomtree Emerging Markets Bond ETF
EMB
JPM Emerging Markets Bond ETF
HYG
iShares IBOXX H/Y CORP BOND
IEF
iShares Lehman 7-10YR TREAS
IEI
iShares Lehman 3-7 YEAR TREASURY
JNK
SPDR Barclays Capital High Yield Bond ETF
LQD
iShares GS$ INVESTOP CORP BD
MBB
iShares MBS Bond Fund
MUB
iShares S&P National Municipal Bond Fund
PCY
Powershares EM MAR SOV DE PT
PST
ProShares UltraShort Lehman 7-10 Year Treasury
SHY
iShares Lehman 1-3YR TRS BD
TBF
ProShares Short 20+ Treasury
TBT
UltraShort Lehman 20+ Year Treasury ProShares
TIP
iShares Lehman TRES INF PR S
TLT
iShares Lehman 20+ YR TREAS
VCSH
Vanguard Short-Term Corporate
United States: Commodity Trusts and ETNs
AMJ
JPMorgan Alerian MLP Index ETN
CORN
Corn ETF
COW
iPath DJ-AIG Livestock TR Sub-Index
DBA
Powershares DB Agriculture Fund
DBB
Powershares DB Base Metals Fund
DBC
Powershares DB Commodity Index
DBE
Powershares DB Energy Fund
DBO
Powershares DB Oil Fund
DBP
Powershares DB Precious Metals Fund
DGZ
Powershares DB Gold Short ETN
DJP
iPath Dow Jones - AIG Commodity
DNO
Unicted States Short Oil Fund L
GAZ
iPath DJ-AIG Natural Gas TR Sub-Index
GLD
StreetTRACKS Gold Fund
GLL
UltraShort Gold
GSG
iShares S&P GSCI Commodity Index
JJA
iPath DJ-AIG Agriculture TR Sub-Index
JJC
iPath DJ-AIG Copper TR Sub-Index
JJE
iPath DJ-AIG Energy TR Sub-Index

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JJG
iPath DJ-AIG Grains TR Sub-Index
JJM
iPath DJ-AIG Industrial Metals TR Sub-Index
JJN
iPath DJ-AIG Nickel TR Sub-Index
JJS
iPath DJ-AIG Softs TR Sub-Index
JJU
iPath DJ-AIG Aluminum TR Sub-Index
SGG
iPath DJ-UBS Sugar Subindex TR
SLV
iShares Silver Trust
UCO
Ultra DJ-AIG Crude Oil
UGA
United States Gasoline Fund
UGL
Ultra Gold
UHN
United States Heating Oil Fund
UNG
United States Natural Gas Fund
USO
United States Oil Fund
ZSL
UltraShort Silver
United States: Currency Trusts
DBV
Powershares DB G10 Currency Harvest Fund
EUO
UltraShort Euro
FXA
Australian Dollar
FXB
British Pound
FXC
Canadian Dollar
FXE
Euro
FXF
Swiss Franc
FXM
Mexican Peso
FXS
Swedish Krona
FXY
Japanese Yen
UDN
Powershares DB US Dollar Bearish Fund
UUP
Powershares DB US Dollar Bullish Fund
YCS
UltraShort Yen
Australia: Equity
STW.AX
S&P/ASX 200 Index
England: Equity
EUN LN
iShares DJ STOXX 50
IEEM LN
iShares MSCI EMERGING MKTS
FXC LN
iShares FTSE/XINHUA CHINA 25
IJPN LN
iShares MSCI JAPAN FUND
ISF LN
iShares PLC-ISHARES FTSE 100
IUSA LN
iShares S&P 500 INDEX FUND
IWRD LN
iShares MSCI WORLD
England: Fixed Income
IEBC LN
iShares Barclays Capital Euro
Hong Kong: Equity
2800 HK
TRACKER FUND OF HONG KONG
2823 HK
iShares A50 CHINA TRACKER
2827 HK
WISE - CSI 300 CHINA TRACKER
2828 HK
HANG SENG H-SHARE IDX ETF
2833 HK
HANG SENG INDEX ETF
Japan: Equity
1305 JP
DAIWA ETF = TOPIX
1306 JP
NOMURA ETF - TOPIX
1308 JP
NIKKO ETF - TOPIX
1320 JP
DAIWA ETF – NIKKEI 225
1321 JP
NOMURA ETF – NIKKEI 225
1330 JP
NIKKO ETF – 225

This appendix is current as of 23 June 2014, and may be amended at the discretion of the Ethics Committee.

16


POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a trustee of MADISON FUNDS, a Delaware statutory trust, does hereby constitute and appoint KEVIN S. THOMPSON, as the undersigned’s true and lawful attorney and agent to do any and all acts and things and to execute any and all instruments which said attorney and agent may deem necessary or advisable: (1) to enable the said Trust to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under said Securities Act of the shares of beneficial interest of said Trust (the "Securities"), including, specifically, but without limiting the generality of the foregoing, the power and authority to sign for and on behalf of the undersigned the name of the undersigned as Trustee of said Trust to a Registration Statement or to any amendment thereto filed with the Securities and Exchange Commission in respect of said Securities and to any instrument or document filed as part of, an exhibit to or in connection with said Registration Statement or amendment; (2) to enable said Trust to comply with the Investment Company Act of 1940, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under said Investment Company Act of the Trust, including specifically, but without limiting the generality of the foregoing, the power an authority to sign for and on behalf of the undersigned the name of the undersigned as Trustee of said Trust to a Registration Statement or of any amendment thereto filed with the Securities and Exchange Commission in respect of said Trust and to any instrument or document filed as part of, as an exhibit to or in connection with said Registration Statement or amendment; and (3) to register or qualify said Securities for sale and to register or license said Trust as a broker or dealer in said Securities under the securities or Blue Sky laws of all such states as may be necessary or appropriate to permit therein the offering and sale of said Securities as contemplated by said Registration Statement, including specifically, but without limiting the generality of the foregoing, the power and authority to sign for and on behalf of the undersigned the name of the undersigned as Trustee of said Trust to any application, statement, petition, prospectus, notice or other instrument or document, or to any amendment thereto, or to any exhibit filed as a part thereof or in connection therewith, which is required to be signed by the undersigned and to be filed with the public authority or authorities administering said securities or Blue Sky laws for the purpose of so registering or qualifying said Securities or registering or licensing said Trust, and the undersigned does hereby ratify and confirm as her own act and deed all that said attorney and agent shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 26th day of January, 2018.

/s/ Carrie J. Thome_ _____
Carrie J. Thome



POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a trustee of MADISON FUNDS, a Delaware statutory trust, does hereby constitute and appoint KEVIN S. THOMPSON, as the undersigned’s true and lawful attorney and agent to do any and all acts and things and to execute any and all instruments which said attorney and agent may deem necessary or advisable: (1) to enable the said Trust to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under said Securities Act of the shares of beneficial interest of said Trust (the "Securities"), including, specifically, but without limiting the generality of the foregoing, the power and authority to sign for and on behalf of the undersigned the name of the undersigned as Trustee of said Trust to a Registration Statement or to any amendment thereto filed with the Securities and Exchange Commission in respect of said Securities and to any instrument or document filed as part of, an exhibit to or in connection with said Registration Statement or amendment; (2) to enable said Trust to comply with the Investment Company Act of 1940, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under said Investment Company Act of the Trust, including specifically, but without limiting the generality of the foregoing, the power an authority to sign for and on behalf of the undersigned the name of the undersigned as Trustee of said Trust to a Registration Statement or of any amendment thereto filed with the Securities and Exchange Commission in respect of said Trust and to any instrument or document filed as part of, as an exhibit to or in connection with said Registration Statement or amendment; and (3) to register or qualify said Securities for sale and to register or license said Trust as a broker or dealer in said Securities under the securities or Blue Sky laws of all such states as may be necessary or appropriate to permit therein the offering and sale of said Securities as contemplated by said Registration Statement, including specifically, but without limiting the generality of the foregoing, the power and authority to sign for and on behalf of the undersigned the name of the undersigned as Trustee of said Trust to any application, statement, petition, prospectus, notice or other instrument or document, or to any amendment thereto, or to any exhibit filed as a part thereof or in connection therewith, which is required to be signed by the undersigned and to be filed with the public authority or authorities administering said securities or Blue Sky laws for the purpose of so registering or qualifying said Securities or registering or licensing said Trust, and the undersigned does hereby ratify and confirm as her own act and deed all that said attorney and agent shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 26th day of January, 2018.

/s/ James R. Imhoff
James R. Imhoff




POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a trustee of MADISON FUNDS, a Delaware statutory trust, does hereby constitute and appoint KEVIN S. THOMPSON, as the undersigned’s true and lawful attorney and agent to do any and all acts and things and to execute any and all instruments which said attorney and agent may deem necessary or advisable: (1) to enable the said Trust to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under said Securities Act of the shares of beneficial interest of said Trust (the "Securities"), including, specifically, but without limiting the generality of the foregoing, the power and authority to sign for and on behalf of the undersigned the name of the undersigned as Trustee of said Trust to a Registration Statement or to any amendment thereto filed with the Securities and Exchange Commission in respect of said Securities and to any instrument or document filed as part of, an exhibit to or in connection with said Registration Statement or amendment; (2) to enable said Trust to comply with the Investment Company Act of 1940, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under said Investment Company Act of the Trust, including specifically, but without limiting the generality of the foregoing, the power an authority to sign for and on behalf of the undersigned the name of the undersigned as Trustee of said Trust to a Registration Statement or of any amendment thereto filed with the Securities and Exchange Commission in respect of said Trust and to any instrument or document filed as part of, as an exhibit to or in connection with said Registration Statement or amendment; and (3) to register or qualify said Securities for sale and to register or license said Trust as a broker or dealer in said Securities under the securities or Blue Sky laws of all such states as may be necessary or appropriate to permit therein the offering and sale of said Securities as contemplated by said Registration Statement, including specifically, but without limiting the generality of the foregoing, the power and authority to sign for and on behalf of the undersigned the name of the undersigned as Trustee of said Trust to any application, statement, petition, prospectus, notice or other instrument or document, or to any amendment thereto, or to any exhibit filed as a part thereof or in connection therewith, which is required to be signed by the undersigned and to be filed with the public authority or authorities administering said securities or Blue Sky laws for the purpose of so registering or qualifying said Securities or registering or licensing said Trust, and the undersigned does hereby ratify and confirm as her own act and deed all that said attorney and agent shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 26th day of January, 2018.

/s/ Richard E. Struthers
Richard E. Struthers



POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a trustee of MADISON FUNDS, a Delaware statutory trust, does hereby constitute and appoint KEVIN S. THOMPSON, as the undersigned’s true and lawful attorney and agent to do any and all acts and things and to execute any and all instruments which said attorney and agent may deem necessary or advisable: (1) to enable the said Trust to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under said Securities Act of the shares of beneficial interest of said Trust (the "Securities"), including, specifically, but without limiting the generality of the foregoing, the power and authority to sign for and on behalf of the undersigned the name of the undersigned as Trustee of said Trust to a Registration Statement or to any amendment thereto filed with the Securities and Exchange Commission in respect of said Securities and to any instrument or document filed as part of, an exhibit to or in connection with said Registration Statement or amendment; (2) to enable said Trust to comply with the Investment Company Act of 1940, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under said Investment Company Act of the Trust, including specifically, but without limiting the generality of the foregoing, the power an authority to sign for and on behalf of the undersigned the name of the undersigned as Trustee of said Trust to a Registration Statement or of any amendment thereto filed with the Securities and Exchange Commission in respect of said Trust and to any instrument or document filed as part of, as an exhibit to or in connection with said Registration Statement or amendment; and (3) to register or qualify said Securities for sale and to register or license said Trust as a broker or dealer in said Securities under the securities or Blue Sky laws of all such states as may be necessary or appropriate to permit therein the offering and sale of said Securities as contemplated by said Registration Statement, including specifically, but without limiting the generality of the foregoing, the power and authority to sign for and on behalf of the undersigned the name of the undersigned as Trustee of said Trust to any application, statement, petition, prospectus, notice or other instrument or document, or to any amendment thereto, or to any exhibit filed as a part thereof or in connection therewith, which is required to be signed by the undersigned and to be filed with the public authority or authorities administering said securities or Blue Sky laws for the purpose of so registering or qualifying said Securities or registering or licensing said Trust, and the undersigned does hereby ratify and confirm as her own act and deed all that said attorney and agent shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 26th day of January, 2018.

/s/ Steven P. Riege
Steven P. Riege



POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a trustee of MADISON FUNDS, a Delaware statutory trust, does hereby constitute and appoint KEVIN S. THOMPSON, as the undersigned’s true and lawful attorney and agent to do any and all acts and things and to execute any and all instruments which said attorney and agent may deem necessary or advisable: (1) to enable the said Trust to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under said Securities Act of the shares of beneficial interest of said Trust (the "Securities"), including, specifically, but without limiting the generality of the foregoing, the power and authority to sign for and on behalf of the undersigned the name of the undersigned as Trustee of said Trust to a Registration Statement or to any amendment thereto filed with the Securities and Exchange Commission in respect of said Securities and to any instrument or document filed as part of, an exhibit to or in connection with said Registration Statement or amendment; (2) to enable said Trust to comply with the Investment Company Act of 1940, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under said Investment Company Act of the Trust, including specifically, but without limiting the generality of the foregoing, the power an authority to sign for and on behalf of the undersigned the name of the undersigned as Trustee of said Trust to a Registration Statement or of any amendment thereto filed with the Securities and Exchange Commission in respect of said Trust and to any instrument or document filed as part of, as an exhibit to or in connection with said Registration Statement or amendment; and (3) to register or qualify said Securities for sale and to register or license said Trust as a broker or dealer in said Securities under the securities or Blue Sky laws of all such states as may be necessary or appropriate to permit therein the offering and sale of said Securities as contemplated by said Registration Statement, including specifically, but without limiting the generality of the foregoing, the power and authority to sign for and on behalf of the undersigned the name of the undersigned as Trustee of said Trust to any application, statement, petition, prospectus, notice or other instrument or document, or to any amendment thereto, or to any exhibit filed as a part thereof or in connection therewith, which is required to be signed by the undersigned and to be filed with the public authority or authorities administering said securities or Blue Sky laws for the purpose of so registering or qualifying said Securities or registering or licensing said Trust, and the undersigned does hereby ratify and confirm as her own act and deed all that said attorney and agent shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents this 26th day of January, 2018.

/s/ Katherine L. Frank
Katherine L. Frank