Mosaic Equity Trust Sample Contracts

AMENDED ALLOCATION AGREEMENT
Allocation Agreement • February 5th, 2010 • Madison Mosaic Equity Trust • Wisconsin

AGREEMENT by and between MEMBERS Mutual Funds, Ultra Series Fund, Madison Mosaic Government Money Market, Equity, Income and Tax-Free Trusts and the Madison Strategic Sector Premium Fund (the “Funds”), management investment companies registered under the Investment Company Act of 1940, as amended (the “1940 Act”), Madison Mosaic, LLC, Madison Asset Management, LLC, Madison Scottsdale, LC, Concord Asset Management, LLC, Mosaic Funds Distributor, LLC and Madison Investment Advisors, Inc. (together, the “Advisor”) (collectively with the Funds, the “Insureds”).

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Services Agreement
Services Agreement • May 1st, 2009 • Madison Mosaic Equity Trust

This Agreement is made by and between MADISON MOSAIC, LLC, a Wisconsin limited liability company having its principal place of business in Madison, Wisconsin ("MM-LLC"), and MADISON MOSAIC EQUITY TRUST, a Massachusetts business trust created pursuant to a Declaration of Trust filed with the Clerk of the City of Boston, Massachusetts (the "Trust").

AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • June 20th, 2011 • Madison Mosaic Equity Trust

This Agreement is made as of this 30th day of June, 2011, by and between MADISON INVESTMENT ADVISORS, LLC, a Wisconsin limited liability company having its principal place of business in Madison, Wisconsin (the “Adviser”), and MADISON MOSAIC EQUITY TRUST, a Massachusetts business trust created pursuant to a Declaration of Trust filed with the Clerk of the City of Boston, Massachusetts (the “Trust”).

Investment Advisory Agreement
Investment Advisory Agreement • July 11th, 2008 • Madison Mosaic Equity Trust

This Agreement is made by and between Madison Investment Advisors, Inc. (d/b/a Madison Mosaic, LLC), a Wisconsin Corporation, Madison Mosaic, LLC, a Wisconsin limited liability company having its principal place of business in Madison, Wisconsin (the foregoing entities referred to collectively as the "Advisor"), and Madison Mosaic Equity Trust, a Massachusetts business trust created pursuant to a Declaration of Trust filed with the Clerk of the City of Boston, Massachusetts (the "Trust").

AMENDMENT TO THE CUSTODY AGREEMENT
Custody Agreement • April 29th, 2011 • Madison Mosaic Equity Trust

THIS AMENDMENT dated as of the 16th day of March, 2007, to the Custody Agreement, dated as of July 31, 2001, as amended March 1, 2006 (the "Custody Agreement"), is entered by and among Madison Mosaic Equity Trust, f/k/a Mosaic Equity Trust, Madison Mosaic Income Trust f/k/a Mosaic Income Trust, Madison Mosaic Government Money Market Trust f/k/a Mosaic Government Money Market Trust and Madison Mosaic Tax-Free Trust, f/k/a Mosaic Tax-Free Trust (the “Trusts”), business trusts organized under the laws of Massachusetts and U.S. Bank, N.A., a national banking association (the “Custodian").

TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • March 1st, 2010 • Madison Mosaic Equity Trust • Wisconsin

THIS AGREEMENT is made and entered into as of this 23rd day of February, 2009, by and between MADISON MOSAIC, LLC, a Wisconsin limited liability company (hereinafter referred to collectively as “Madison”), that is responsible for the management and operation of Madison Mosaic Income Trust, Madison Mosaic Tax-Free Trust, Madison Mosaic Equity Trust and Madison Mosaic Government Money Market Trust, each a Massachusetts statutory trust (herein referred to individually as a “Trust” and collectively as the “Trusts”), and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

CUSTODY AGREEMENT
Custody Agreement • March 1st, 2010 • Madison Mosaic Equity Trust • Ohio

Agreement made as of the 31st day of July, 2001 between Mosaic Equity Trust, Mosaic Income Trust, Mosaic Government Money Market Trust, Mosaic Focus Fund Trust and Mosaic Tax-Free Trust (the "Trusts"), business trusts organized under the laws of Massachusetts and having their office in Madison, Wisconsin, acting for and on behalf of all mutual fund portfolios as are currently authorized and issued by the Trusts or may be authorized and issued by any of the Trusts subsequent to the date of this Agreement (the "Funds"), which are operated and maintained by their respective Trusts for the benefit of the holders of shares of the Funds, and Firstar Bank, N.A. (the "Custodian"), a national banking association having its principal office and place of business at Firstar Bank Center, 425 Walnut Street, Cincinnati, Ohio 45202, which Agreement provides for the furnishing of custodian services to the Funds.

NorthRoad International Fund of Madison Mosaic Equity Trust INVESTMENT SUB- ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • June 20th, 2011 • Madison Mosaic Equity Trust • Wisconsin

THIS INVESTMENT SUB-ADVISORY AGREEMENT (“Agreement”), effective as of this 30th day of June, 2011, by and between Madison Investment Advisors, LLC, a Wisconsin limited liability company (the “Adviser”), and NorthRoad Capital Management LLC, a New York limited liability company (the “Sub-Adviser”).

AMENDMENT TO THE CUSTODY AGREEMENT
Custody Agreement • March 1st, 2010 • Madison Mosaic Equity Trust

THIS AMENDMENT dated as of the 29th day of September, 2009, to the Custody Agreement, dated as of July 31, 2001, as amended March 1, 2006 and March 16, 2007 (the "Custody Agreement"), is entered into by and among Madison Mosaic Equity Trust, Madison Mosaic Income Trust, Madison Mosaic Government Money Market Trust and Madison Mosaic Tax-Free Trust (the “Trusts”), business trusts organized under the laws of Massachusetts and U.S. Bank, N.A., a national banking association (the “Custodian").

Agreement and Plan of Merger
Merger Agreement • May 1st, 2002 • Mosaic Equity Trust • Massachusetts

THIS AGREEMENT AND PLAN OF MERGER (the "Agreement") is made as of the 24th day of April, 2002, by and between the Investors Fund series of Mosaic Equity Trust, a Massachusetts business trust, with its principal place of business at 550 Science Drive, Madison, Wisconsin 53711 (the "Acquiring Fund"), and Mosaic Focus Fund Trust, a Massachusetts business trust, with its principal place of business at 550 Science Drive, Madison, Wisconsin 53711 (the "Selling Fund") (together, the Acquiring Fund and the Selling Fund are referred to collectively as the "Funds" and Mosaic Equity Trust and Mosaic Focus Fund Trust are referred to collectively as the "Trusts").

FIRST AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • April 29th, 2011 • Madison Mosaic Equity Trust

THIS FIRST AMENDMENT effective as of November 30, 2010, to the Transfer Agent Servicing Agreement, dated as of February 23, 2009 (the "Agreement"), is entered into by and between MADISON INVESTMENT ADVISORS, LLC f/k/a MADISON MOSAIC, LLC (“Madison”) on behalf of Madison Mosaic Equity Trust, Madison Mosaic Income Trust, Madison Mosaic Government Money Market Trust and Madison Mosaic Tax-Free Trust and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USB Fund Services").

AMENDED AND RESTATED SERVICES AGREEMENT
Services Agreement • March 1st, 2012 • Madison Mosaic Equity Trust

This Agreement is made as of this 1st day of March, 2012, by and between MADISON INVESTMENT ADVISORS, LLC, a Wisconsin limited liability company having its principal place of business in Madison, Wisconsin (“MIA”), and MADISON MOSAIC EQUITY TRUST, a Massachusetts business trust created pursuant to a Declaration of Trust filed with the Clerk of the City of Boston, Massachusetts (the “Trust”).

AMENDMENT TO THE CUSTODY AGREEMENT
Custody Agreement • March 1st, 2012 • Madison Mosaic Equity Trust

THIS AMENDMENT, effective as of January 15, 2012, to the Custody Agreement, dated as of July 31, 2001, as amended March 1, 2006, March 16, 2007, September 29, 2009 and July 1, 2011 (the "Custody Agreement"), is entered into by and among Madison Mosaic Equity Trust, Madison Mosaic Income Trust, Madison Mosaic Government Money Market Trust and Madison Mosaic Tax-Free Trust (the “Trusts”), business trusts organized under the laws of Massachusetts, and U.S. Bank, N.A., a national banking association (the “Custodian").

AMENDMENT TO THE CUSTODY AGREEMENT
Custody Agreement • March 1st, 2012 • Madison Mosaic Equity Trust

THIS AMENDMENT, effective as of July 1, 2011, to the Custody Agreement, dated as of July 31, 2001, as amended March 1, 2006, March 16, 2007 and September 29, 2009 (the "Custody Agreement"), is entered into by and among Madison Mosaic Equity Trust, Madison Mosaic Income Trust, Madison Mosaic Government Money Market Trust and Madison Mosaic Tax-Free Trust (the “Trusts”), business trusts organized under the laws of Massachusetts, and U.S. Bank, N.A., a national banking association (the “Custodian").

SECOND AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • March 1st, 2012 • Madison Mosaic Equity Trust

THIS SECOND AMENDMENT effective as of July 1, 2011, to the Transfer Agent Servicing Agreement, dated as of February 23, 2009, as amended November 30, 2010 (the "Agreement"), is entered into by and between MADISON INVESTMENT ADVISORS, LLC (“Madison”) on behalf of Madison Mosaic Equity Trust, Madison Mosaic Income Trust, Madison Mosaic Government Money Market Trust and Madison Mosaic Tax-Free Trust and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS").

Services Agreement
Services Agreement • May 1st, 2006 • Mosaic Equity Trust

This Agreement is made by and between MADISON ASSET MANAGEMENT, LLC, a Wisconsin limited liability company having its principal place of business in Madison, Wisconsin ("MAM-LLC"), and the MADISON INSTITUTIONAL EQUITY OPTION FUND series (the "Fund") of MOSAIC EQUITY TRUST, a Massachusetts business trust created pursuant to a Declaration of Trust filed with the Clerk of the City of Boston, Massachusetts (the "Trust").

Investment Advisory Agreement
Investment Advisory Agreement • May 1st, 2006 • Mosaic Equity Trust

This Agreement is made by and between Madison Investment Advisors, Inc. (d/b/a Madison Asset Management, LLC), a Wisconsin Corporation, Madison Asset Management, LLC, a Wisconsin limited liability company having its principal place of business in Madison, Wisconsin (the foregoing entities referred to collectively as the "Advisor"), and Mosaic Equity Trust, a Massachusetts business trust created pursuant to a Declaration of Trust filed with the Clerk of the City of Boston, Massachusetts (the "Trust") on behalf of the series of the Trust identified in paragraph 6 herein. References herein to the Trust shall apply only to such series.

MADISON MOSAIC EQUITY TRUST SUBSCRIPTION AGREEMENT
Subscription Agreement • March 1st, 2012 • Madison Mosaic Equity Trust

Madison Mosaic Equity Trust, a Massachusetts business trust (the "Trust"), and Madison Investment Holdings, Inc. (the “Buyer”), a Wisconsin corporation, agree as follows:

AGREEMENT AND PLAN OF REORGANIZATION
Agreement and Plan of Reorganization • July 2nd, 2002 • Mosaic Equity Trust • Wisconsin

THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made as of the 28th day of June, 2002, by and among Mosaic Equity Trust, a Massachusetts business trust (the "Trust"), 550 Science Drive, Madison, Wisconsin 53711, with respect to its Investors Fund series (the "Acquiring Fund"), Madison Mosaic, LLC, a Wisconsin limited liability company and the investment advisor for the Acquiring Fund, 550 Science Drive, Madison, Wisconsin 53711 ("Mosaic Funds") and La Crosse Funds, Inc., a Wisconsin corporation (the "Company"), 311 Main Street, La Crosse, Wisconsin 54602, with respect to its La Crosse Large Cap Stock Fund series (the "Selling Fund").

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TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • May 1st, 2006 • Mosaic Equity Trust • Wisconsin

THIS AGREEMENT is made and entered into as of this 1st day of March, 2006, by and between Madison Mosaic, LLC, a limited liability corporation organized under the laws of the State of Wisconsin (hereinafter referred to collectively as "Madison") that is responsible for the management and operation of Mosaic Income Trust, Mosaic Tax-Free Trust, Mosaic Equity Trust and Mosaic Government Money Market Trust, each a Massachusetts statutory Trust (herein referred to individually as a "Trust" and collectively as the "Trusts") and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company ("USBFS").

AMENDMENT TO THE CUSTODY AGREEMENT
Custody Agreement • May 1st, 2006 • Mosaic Equity Trust

THIS AMENDMENT dated as of this 1st day of March, 2006, to the Custody Agreement, dated as of July 31st, 2001 (the "Agreement"), is by and between Mosaic Equity Trust, Mosaic Income Trust, Mosaic Government Money Market Trust, and Mosaic Tax-Free Trust (the "Trusts"), business trusts organized under the laws of Massachusetts, and U.S. Bank, N.A., a national banking association (the "Custodian").

TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • April 30th, 2003 • Mosaic Equity Trust • Wisconsin

THIS AMENDED AND RESTATED AGREEMENT is made and entered into as of this 1st day of January, 2003, by and between Madison Mosaic, LLC, a limited liability corporation organized under the laws of the State of Wisconsin (hereinafter referred to collectively as "Madison") that is responsible for the management and operation of Mosaic Income Trust, Mosaic Tax-Free Trust, Mosaic Equity Trust and Mosaic Government Money Market Trust, each a Massachusetts statutory Trust (hereinafter referred to individually as a "Trust" and collectively as the "Trusts") and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company ("USBFS").

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