AMENDMENT TO THE CUSTODY AGREEMENT
AMENDMENT TO THE CUSTODY AGREEMENT
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").
RECITALS
WHEREAS, the parties have entered into the Custody Agreement; and
WHEREAS, the Trusts and the Custodian desire to amend the fees of the Custody Agreement; and
WHEREAS, Article XI, Section 7 of the Custody Agreement allows for its amendment by a written instrument executed by both parties.
NOW, THEREFORE, the parties agree as follows:
Amended Schedule C is hereby superseded and replaced with Amended Schedule C attached hereto.
Except to the extent amended hereby, the Custody Agreement shall remain in full force and effect. All capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Custody Agreement.
[Signatures on the following page]
1/2012
1
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by a duly authorized officer on one or more counterparts as of the date and year first written above.
ATTEST:
MADISON MOSAIC INCOME TRUST
MADISON MOSAIC GOVERNMENT MONEY MARKET TRUST
MADISON MOSAIC TAX-FREE TRUST
By: (signature)
Printed Name: Xxxx Xxxxx
Title: Treasurer
U.S. BANK, N.A.
By: (signature)
Printed Name: Xxxxxxx X. XxXxx
Title: Vice President
1/2012
2
Amended Schedule C to the Custody Agreement – Madison Mosaic
MADISON MOSAIC FUNDS,
MEMBERS MUTUAL FUNDS,
MADISON STRATEGIC SECTOR PREMIUM FUNDS,
ULTRA SERIES FUNDS
FEES EFFECTIVE July 1, 2011
|
Annual Fee Based Upon Market Value per account (fund):
.75 basis points
Minimum annual fee of $6,000 per fund applies to:
Madison Strategic Sector Premium Funds
Ultra Series Funds
MEMBERS Mutual Funds
Portfolio Transaction Fees
$ 5.00 per disbursement (Fund expenses only)
$ 7.00 per US Bank repurchase agreement transaction
$10.00 per book entry security (depository or Federal Reserve system) and $7.00 non-US Bank repurchase agrmt
$25.00 per portfolio transaction processed through our New York custodian definitive security (physical)
$ 8.00 per principal paydown
$15.00 per option/future contract written, exercised or expired
$100.00 per Cedel/Euroclear transaction
$15.00 per mutual fund trade
$15.00 per Fed Wire
$ 6.00 per short sale
$150.00 per segregated account per year
$40.00 for each GNMA/Amortized Security Purchase
All portfolio transaction fees noted above will be waived.
· A transaction is a purchase/sale of a security, free receipt/free delivery, maturity, tender or exchange.
· No charge for the initial conversion free receipt.
· Overdrafts – charged to the account at prime interest rate plus 2.
· Plus out-of-pocket expenses, and extraordinary expenses based upon complexity, including items such as shipping fees or transfer fees.
Earnings Credits
On a monthly basis any earnings credits generated from un-invested custody balances will be applied against any cash management service fees generated. Earnings credits are based on the average yield on the 91 day U.S. Treasury Xxxx for the preceding thirteen weeks less the 10% reserve.
CCO Support Services - $1,200 per year for the Madison Mosaic Funds
*Subject to annual CPI increase, Milwaukee MSA. Waived
Fees are billed monthly.
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1/2012
3
Amended Schedule C (continued) to the Custody Agreement – Madison Mosaic
GLOBAL SUB-CUSTODIAL SERVICES
ANNUAL FEE SCHEDULE at January 15, 2012 through June 30, 2014
|
||||||||
Country
|
Instrument
|
Safekeeping
(BPS)
|
Transaction
Fee
|
Country
|
Instrument
|
Safekeeping
(BPS)
|
Transaction
Fee
|
|
Argentina
|
All
|
12.00
|
$32
|
Lebanon
|
All
|
20.00
|
$72
|
|
Australia
|
All
|
1.00
|
$15
|
Lithuania
|
All
|
16.00
|
$40
|
|
Austria
|
All
|
1.70
|
$17
|
Luxembourg
|
All
|
3.20
|
$25
|
|
Bahrain
|
All
|
40.00
|
$112
|
Malaysia
|
All
|
2.90
|
$39
|
|
Bangladesh
|
All
|
32.00
|
$120
|
Mali*
|
All
|
32.00
|
$124
|
|
Belgium
|
All
|
1.20
|
$22
|
Malta
|
All
|
17.60
|
$60
|
|
Benin*
|
All
|
32.00
|
$124
|
Mauritius
|
All
|
24.00
|
$80
|
|
Bermuda
|
All
|
12.00
|
$48
|
Mexico
|
All
|
1.50
|
$10
|
|
Botswana
|
All
|
20.00
|
$40
|
Morocco
|
All
|
28.00
|
$80
|
|
Brazil
|
All
|
7.20
|
$17
|
Namibia
|
All
|
24.00
|
$40
|
|
Bulgaria
|
All
|
32.00
|
$64
|
Netherlands
|
All
|
1.50
|
$12
|
|
Burkina Faso*
|
All
|
32.00
|
$124
|
New Zealand
|
All
|
2.00
|
$26
|
|
Canada
|
All
|
1.00
|
$6
|
Niger*
|
All
|
32.00
|
$124
|
|
Cayman Islands*
|
All
|
0.80
|
$8
|
Nigeria
|
All
|
24.00
|
$40
|
|
Channel Islands*
|
All
|
1.20
|
$20
|
Norway
|
All
|
1.50
|
$22
|
|
Chile
|
All
|
16.00
|
$48
|
Oman
|
All
|
40.00
|
$112
|
|
China“A” Shares
|
All
|
9.60
|
$42
|
Pakistan
|
All
|
24.00
|
$80
|
|
China“B” Shares
|
All
|
9.60
|
$42
|
Peru
|
All
|
35.00
|
$85
|
|
Columbia
|
All
|
32.00
|
$80
|
Philippines
|
All
|
3.90
|
$36
|
|
Costa Rica
|
All
|
12.00
|
$48
|
Poland
|
All
|
12.00
|
$24
|
|
Croatia
|
All
|
28.00
|
$52
|
Portugal
|
All
|
4.80
|
$39
|
|
Cyprus*
|
All
|
12.00
|
$45
|
Qatar
|
All
|
36.00
|
$112
|
|
Czech Republic
|
All
|
9.60
|
$24
|
Romania
|
All
|
28.00
|
$80
|
|
Denmark
|
All
|
1.50
|
$24
|
Russia
|
Equities/Bonds
|
30.00
|
$165
|
|
Ecuador
|
All
|
28.00
|
$52
|
Russia
|
MINFINs
|
12.00
|
$40
|
|
Egypt
|
All
|
25.60
|
$64
|
Senegal*
|
All
|
32.00
|
$124
|
|
Estonia
|
All
|
5.60
|
$20
|
Singapore
|
All
|
1.50
|
$20
|
|
Euromarkets(3)
|
All
|
1.00
|
$4
|
Slovak Republic
|
All
|
20.00
|
$88
|
|
Finland
|
All
|
2.40
|
$22
|
Slovenia
|
All
|
20.00
|
$88
|
|
France
|
All
|
1.00
|
$15
|
South Africa
|
All
|
1.50
|
$8
|
|
Germany
|
All
|
1.00
|
$15
|
South Korea
|
All
|
4.80
|
$10
|
|
Ghana
|
All
|
20.00
|
$40
|
Spain
|
All
|
1.00
|
$15
|
|
Greece
|
All
|
7.20
|
$33
|
Sri Lanka
|
All
|
12.00
|
$48
|
|
Guinea Bissau*
|
All
|
40.00
|
$124
|
Swaziland
|
All
|
24.00
|
$40
|
|
Hong Kong
|
All
|
2.00
|
$25
|
Sweden
|
All
|
1.00
|
$22
|
|
Hungary
|
All
|
20.00
|
$60
|
Switzerland
|
All
|
1.00
|
$24
|
|
Iceland
|
All
|
12.00
|
$45
|
Taiwan
|
All
|
12.00
|
$64
|
|
India
|
All
|
8.00
|
$84
|
Thailand
|
All
|
2.90
|
$22
|
|
Indonesia
|
All
|
5.80
|
$68
|
Togo*
|
All
|
32.00
|
$124
|
|
Ireland
|
All
|
1.50
|
$15
|
Trinidad & Tobago*
|
All
|
24.00
|
$52
|
|
Israel
|
All
|
9.60
|
$29
|
Tunisia
|
All
|
32.00
|
$36
|
|
Italy
|
All
|
1.50
|
$24
|
Turkey
|
All
|
9.60
|
$10
|
|
Ivory Coast
|
All
|
32.00
|
$124
|
UAE
|
All
|
36.00
|
$104
|
|
Jamaica*
|
All
|
28.00
|
$40
|
United Kingdom
|
All
|
1.00
|
$5
|
|
Japan
|
All
|
1.00
|
$8
|
Ukraine
|
All
|
19.20
|
$29
|
|
Jordan
|
All
|
32.00
|
$100
|
Uruguay
|
All
|
40.00
|
$52
|
|
Kazakhstan
|
All
|
48.00
|
$120
|
Venezuela
|
All
|
32.00
|
$100
|
|
Kenya
|
All
|
24.00
|
$40
|
Vietnam*
|
All
|
32.00
|
$104
|
|
Latvia
|
Equities
|
12.00
|
$60
|
Zambia
|
All
|
24.00
|
$40
|
|
Latvia
|
Bonds
|
20.00
|
$72
|
* Additional customer documentation and indemnification will be required prior to establishing accounts in these markets.
Annual Base Fee - $18,000 per account (fund) will apply.
§
|
Euroclear – Eurobonds only. Eurobonds are held in Euroclear at a standard rate, but other types of securities (including but not limited to equities, domestic market debt and mutual funds) will be subject to a surcharge. In addition, certain transactions that are delivered within Euroclear or from a Euroclear account to a third party depository or settlement system, will be subject to a surcharge (surcharge schedule available upon request).
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1/2012
4
Amended Schedule C (continued) to the Custody Agreement – Madison Mosaic
§
|
For all other markets specified above, surcharges may apply if a security is held outside of the local market.
|
Straight Through Processing – fees waived.
Cash Transactions:
§
|
3rd Party Foreign Exchange – a Foreign Exchange transaction undertaken through a 3rd party will be charged $50.
|
Tax Reclamation Services: May be subject to additional charges depending upon the service level agreed. Tax reclaims that have been outstanding for more than 6 (six) months with the client will be charged $50 per claim.
Out of Pocket Expenses
§
|
Charges incurred by U.S. Bank, N.A. for local taxes, stamp duties or other local duties and assessments, stock exchange fees, postage and insurance for shipping, facsimile reporting, extraordinary telecommunications fees, proxy services and other shareholder communications or other expenses which are unique to a country in which the client or its clients is investing will be passed along as incurred.
|
§
|
A surcharge may be added to certain out-of-pocket expenses listed herein to cover handling, servicing and other administrative costs associated with the activities giving rise to such expenses. Also, certain expenses are charged at a predetermined flat rate.
|
§
|
SWIFT reporting and message fees.
|
1/2012
5