0001040612-17-000006 Sample Contracts

AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 14th, 2017 • Madison Funds

This Agreement is made as of this 10th day of February, 2017, 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, a Delaware business trust created pursuant to a Declaration of Trust (the “Trust”).

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AMENDED AND RESTATED SERVICES AGREEMENT
Services Agreement • February 14th, 2017 • Madison Funds

This Agreement is made as of this 10th day of February, 2017, 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, 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”).

DISTRIBUTION AGREEMENT
Distribution Agreement • February 14th, 2017 • Madison Funds • Wisconsin

This Amended and Restated Distribution Agreement is made as of this 10th day of February, 2017, by and between (i) MFD Distributor, LLC a Wisconsin limited liability corporation having its principal place of business in Madison, Wisconsin (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”).

MUTUAL FUND DEALER SELLING AND SERVICING AGREEMENT
Mutual Fund Dealer Selling and Servicing Agreement • February 14th, 2017 • Madison 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 ___________________________________________________________ (“Dealer”).

AMENDED AND RESTATED INVESTMENT SUB-ADVISORY AGREEMENT Lazard Asset Management
Investment Sub-Advisory Agreement • February 14th, 2017 • Madison Funds • Wisconsin

THIS AMENDED AND RESTATED INVESTMENT SUB-ADVISORY AGREEMENT (“Agreement”), effective the 1st day of October, 2016, by and between Madison Asset Management, LLC, a Wisconsin limited liability company (the “Adviser”), and Lazard Asset Management LLC a subsidiary of Lazard Freres & Co. LLC, a New York limited liability company (the “Sub-Adviser”).

To Transfer Agency and Service Agreement Between
Transfer Agency and Service Agreement • February 14th, 2017 • Madison Funds

This Amendment is made as of this 2nd day of November, 2016, between Each of the Entities, Individually and not Jointly, as listed on Schedule A (collectively, the "Funds" and individually, the "Fund") and Boston Financial Data Services, Inc. (the "Transfer Agent"). The Funds and the Transfer Agent are parties to a Transfer Agency and Service Agreement dated January 1, 2013, as amended, (the "Agreement"). In accordance with Section 16.1 (Amendment) and Section 17 (Additional Portfolios/Funds) of the Agreement, the parties desire to amend the Agreement as set forth herein.

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