0000310407-11-000010 Sample Contracts

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • January 31st, 2011 • Madison Mosaic Tax-Free Trust

This Agreement is made as of this 30th day of November, 2010, 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 TAX-FREE TRUST, a Massachusetts business trust created pursuant to a Declaration of Trust filed with the Clerk of the City of Boston, Massachusetts (the “Trust”).

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SERVICES AGREEMENT
Services Agreement • January 31st, 2011 • Madison Mosaic Tax-Free Trust

This Agreement is made as of this 30th day of November, 2010, 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 TAX-FREE 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 • January 31st, 2011 • Madison Mosaic Tax-Free 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 • January 31st, 2011 • Madison Mosaic Tax-Free 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 • January 31st, 2011 • Madison Mosaic Tax-Free 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.

AMENDMENT TO THE CUSTODY AGREEMENT
Custody Agreement • January 31st, 2011 • Madison Mosaic Tax-Free 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").

FIRST AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • January 31st, 2011 • Madison Mosaic Tax-Free 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").

AMENDMENT TO THE CUSTODY AGREEMENT
Custody Agreement • January 31st, 2011 • Madison Mosaic Tax-Free 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").

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