AMENDED AND RESTATED ALLOCATION AGREEMENT FIDELITY BOND
AMENDED AND RESTATED ALLOCATION AGREEMENT
FIDELITY BOND
THIS AMENDED AND RESTATED ALLOCATION AGREEMENT (“Agreement”) is made as of August 14, 2023, by and among Madison Funds, Ultra Series Fund, Madison Covered Call & Equity Strategy Fund, and Madison ETFs Trust (together, the “Funds”), each of which is a management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”).
W I T N E S S E T H:
WHEREAS, pursuant to the requirements of Rule 17g-1 under the 1940 Act, the Funds are required to maintain a fidelity bond against larceny and embezzlement covering certain of its officers and employees; and
WHEREAS, Rule 17g-1 provides that when two or more investment companies are managed and/or distributed by the same person or persons, such investment companies may obtain a joint insured bond covering themselves and such person or persons and their affiliates; and
WHEREAS, the Funds have entered into a Joint Insured Fidelity Bond (the “Bond”); and
WHEREAS, the Funds desire to provide for: (i) the method by which the amount of coverage provided under the Bond will be determined from time to time, and (ii) an equitable and proportionate allocation of any proceeds received under the Bond in the event that two or more of the Funds suffer loss and consequently are entitled to recover under the Bond.
NOW THEREFORE, it is hereby agreed among the parties hereto as follows:
1. Amount of Coverage Maintained. The amount of the fidelity coverage under the Bond shall at all times be at least equal to the total amount of coverage which the Funds would have been required to provide and maintain individually pursuant to the schedule set forth in Rule 17g-1(d) under the 1940 Act had the Funds not been named insureds under the Bond. The amount of fidelity coverage under the Bond shall be approved at least annually by the Board of Trustees of each Fund, including a majority of those trustees who are not “interested persons” of the applicable Fund as defined by Section 2(a)(19) of the 1940 Act (the “Independent Trustees”).
2. Allocation of Recovery. In the event an actual pecuniary loss is suffered by any two or more of the Funds under circumstances covered by the terms of the Bond, any recovery under the Bond shall be allocated among such Funds as follows:
(a) If the total amount of coverage provided under the Bond exceeds or is equal to the amount of the combined total amount of loss suffered by the Funds suffering loss, then each such Fund shall be entitled to recover the amount of its actual loss.
(b) If the amount of loss suffered by each Fund suffering loss exceeds its minimum coverage requirements as set forth in Section 1 hereof and the amount of such Funds’ combined actual losses exceeds the total amount of coverage provided under the Bond, then each such Fund shall be entitled to recover (i) its minimum coverage requirement, and (ii) to the extent there exists any excess coverage, the proportion of such excess coverage which its minimum coverage requirement bears to the amount of the combined minimum coverage requirements of the Funds suffering actual loss; provided,
however, that if the actual loss of any of such Funds is less than the sum of (i) and (ii) above, then such difference shall be recoverable by the other Fund or Funds in proportion to their relative minimum coverage requirements.
(c) If (i) the amount of actual loss suffered by any Fund is less than or equal to its minimum coverage requirement, (ii) the amount of actual loss of another Fund or the other Funds exceeds its or their minimum coverage requirement or requirements, and (iii) the amount of the combined actual losses of the Funds exceeds the total amount of coverage provided under the Bond, then any Fund which has suffered an amount of actual loss less than or equal to its minimum coverage requirement shall be entitled to recover its actual loss. If only one other Fund has suffered actual loss, it shall be entitled to recover the remainder of the amount of the coverage under the Bond. If more than one other Fund has suffered actual loss in excess of the remaining coverage, then the affected Funds shall allocate such remaining amount of coverage in accordance with paragraph (b) of this Section 2.
3. Allocation of Premium. The Trusts entered into investment management/advisory and services agreements with Madison Asset Management, LLC (“Adviser”) that encompasses all expenses, including payment of the Bond premium. In effect, the Adviser will pay 100% of the Bond premium that would otherwise have been allocated to the Funds.
4. Amendment. This Agreement may not be amended or modified in any manner except by a written agreement executed by the parties.
5. Filing with the Commission. A copy of this Agreement and any amendment thereto shall be filed with the U.S. Securities and Exchange Commission within 10 days after the execution thereof to the extent required by Rule 17g-1(g) under the 1940 Act.
6. Applicable Law. This Agreement shall be construed, and the provisions thereof interpreted under and in accordance with the laws of the State of Wisconsin.
7. Limitation of Liability of Trustees, Officers and Shareholders. The obligations of the Funds under this Agreement, each of which is organized as either a Delaware business trust or a Massachusetts business trust, are not binding upon any of the trustees, officers or holders of shares of beneficial interest of each such Fund individually, but bind only the respective assets and other property of each Fund.
8. Miscellaneous. The parties may execute this Agreement in two or more counterparts (not one of which need contain the signatures of all parties), each of which shall be deemed an original and all of which together shall constitute one and the same instrument. This Agreement may be executed in portable document format (.pdf) copy or by other electronic means with the same binding effect as the original.
IN WITNESS WHEREOF, each of the parties has caused this Agreement, as amended and restated, to be executed in its name and behalf by its duly authorized representatives effective as of the date set forth above.
MADISON FUNDS
By: /s/ Xxxx Xxxxx
Name: Xxxx Xxxxx
Its: Chief Financial Officer & Treasurer
By: /s/ Xxxx Xxxxx
Name: Xxxx Xxxxx
Its: Chief Financial Officer & Treasurer
MADISON COVERED CALL & EQUITY STRATEGY FUND
By: /s/ Xxxx Xxxxx
Name: Xxxx Xxxxx
Its: Chief Financial Officer & Treasurer
MADISON ETFs TRUST
By: /s/ Xxxx Xxxxx
Name: Xxxx Xxxxx
Its: Chief Financial Officer, Vice President & Treasurer
