0000310407-13-000003 Sample Contracts

AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • January 2nd, 2013 • Members Mutual Funds

This Agreement is made as of this 19th day of April, 2013, by and between MADISON ASSET MANAGEMENT, LLC, a Wisconsin limited liability company having its principal place of business in Madison, Wisconsin (the “Adviser”), and MADISON FUNDS (f/k/a MEMBERS Mutual Funds), a Delaware business trust created pursuant to a Declaration of Trust (the “Trust”).

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AMENDED AND RESTATED SERVICES AGREEMENT
Services Agreement • January 2nd, 2013 • Members Mutual Funds

This Agreement is made as of this 19th day of April, 2013, by and between MADISON ASSET MANAGEMENT, LLC, a Wisconsin limited liability company having its principal place of business in Madison, Wisconsin (“MAM”), and MADISON FUNDS (f/k/a/ MEMBERS Mutual Funds), a Delaware business trust (the “Trust”), on behalf of each existing series thereof listed in Exhibit A hereto and any additional series that the Trust may establish from time to time (each, a “Fund” and collectively, the “Funds”).

AMENDED AND RESTATED DISTRIBUTION AGREEMENT
Distribution Agreement • January 2nd, 2013 • Members Mutual Funds • Wisconsin

This Amended and Restated Distribution Agreement is made as of this 19th day of April, 2013, by and between (i) MFD Distributor, LLC a Wisconsin limited liability corporation having its principal place of business in Scottsdale, Arizona (the “Distributor”), (ii) Madison Funds, a statutory trust organized and existing under the laws of the state of Delaware, and (iii) the Ultra Series Fund (“USF”), a business trust organized and existing under the laws of the state of Massachusetts (Madison Funds and USF are collectively referred to herein as the “Trusts” and individually, a “Trust”).

Madison NorthRoad International Fund (a series of Madison Funds) INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • January 2nd, 2013 • Members Mutual Funds • Wisconsin

THIS INVESTMENT SUB-ADVISORY AGREEMENT (“Agreement”), effective as of this 19th day of April, 2013, 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”).

MUTUAL FUND DEALER SELLING AND SERVICING AGREEMENT
Mutual Fund Dealer Selling and Servicing Agreement • January 2nd, 2013 • Members Mutual Funds • Wisconsin

THIS MUTUAL FUND DEALER SELLING AND SERVICE AGREEMENT (this “Agreement”) is entered into as of _____________________, 20_­­___ (the “Effective Date”) by and between (a) MFD Distributor, LLC (“MFD”), f/b/o Madison Funds, with a business address of c/o Madison Asset Management, LLC, 550 Science Drive, Madison, WI 53711, and (b)____________________________________________________________________, a ______________________, with a business address of _________________________________

MADISON FUNDS SUBSCRIPTION AGREEMENT
Subscription Agreement • January 2nd, 2013 • Members Mutual Funds

MADISON FUNDS, a statutory trust organized under the laws of the State of Delaware (the “Trust”), and Madison Asset Management, LLC (the “Buyer”), a limited liability company organized under the laws of the State of Wisconsin, agree as follows:

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