N-CSR

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-08261

Madison Funds
(Exact name of registrant as specified in charter)

550 Science Drive, Madison, WI 53711
(Address of principal executive offices)(Zip code)

Lisa R. Lange
Chief Legal Officer and Chief Compliance Officer
550 Science Drive
Madison, WI 53711
(Name and address of agent for service)

Registrant’s telephone number, including area code: 608-274-0300

Date of fiscal year end: October 31

Date of reporting period: October 31, 2015

Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.

A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. s 3507.

Item 1. Report to Shareholders.

Annual Report
October 31, 2015

Madison Conservative Allocation Fund
Madison Moderate Allocation Fund
Madison Aggressive Allocation

Madison Cash Reserves Fund

Madison Tax-Free Virginia Fund
Madison Tax-Free National Fund

Madison High Quality Bond Fund
Madison Core Bond Fund
Madison Corporate Bond Fund
Madison High Income Fund

Madison Diversified Income Fund
Madison Covered Call & Equity Income Fund
Madison Dividend Income Fund
Madison Large Cap Value Fund
Madison Investors Fund
Madison Large Cap Growth Fund
Madison Mid Cap Fund
Madison Small Cap Fund
Madison NorthRoad International Fund
Madison International Stock Fund
Madison Hansberger International Growth Fund
Madison Target Retirement 2020 Fund
Madison Target Retirement 2030 Fund
Madison Target Retirement 2040 Fund
Madison Target Retirement 2050 Fund

Madison Funds | October 31, 2015

Table of Contents

	Page
Management’s Discussion of Fund Performance	2
Review of Period	2
Outlook	2
Allocation Funds Summary	3
Conservative Allocation Fund	3
Moderate Allocation Fund	4
Aggressive Allocation Fund	5
Cash Reserves Fund	5
Tax-Free Virginia Fund	6
Tax-Free National Fund	6
High Quality Bond Fund	8
Core Bond Fund	8
Corporate Bond Fund	9
High Income Fund	10
Diversified Income Fund	10
Covered Call & Equity Income Fund	11
Dividend Income Fund	12
Large Cap Value Fund	13
Investors Fund	13
Large Cap Growth Fund	14
Mid Cap Fund	15
Small Cap Fund	16
NorthRoad International Fund	16
International Stock Fund	17
Hansberger International Growth Fund	18
Target Retirement Date Funds	18
Target Retirement 2020 Fund	19
Target Retirement 2030 Fund	19
Target Retirement 2040 Fund	20
Target Retirement 2050 Fund	20
Notes to Management’s Discussion of Fund Performance	21
Portfolios of Investments
Conservative Allocation Fund	24
Moderate Allocation Fund	24
Aggressive Allocation Fund	24
Cash Reserves Fund	25
Tax-Free Virginia Fund	25
Tax-Free National Fund	26
High Quality Bond Fund	28
Core Bond Fund	29
Corporate Bond Fund	31
High Income Fund	32
Diversified Income Fund	34
Covered Call & Equity Income Fund	36
Dividend Income Fund	37
Large Cap Value Fund	38
Investors Fund	38
Large Cap Growth Fund	39
Mid Cap Fund	39
Small Cap Fund	40
NorthRoad International Fund	41
International Stock Fund	42
Hansberger International Growth Fund	43
Target Retirement 2020 Fund	43
Target Retirement 2030 Fund	44
Target Retirement 2040 Fund	44
Target Retirement 2050 Fund	44
Financial Statements
Statements of Assets and Liabilities	45
Statements of Operations	48
Statements of Changes in Net Assets	51
Financial Highlights	58
Notes to Financial Statements	69
Report of Independent Registered Public Accounting Firm	80
Other Information	82
Trustees and Officers	87

*Although each Fund’s name begins with the word “Madison,” the word “Madison” may be omitted in this report for simplicity when referring to any particular Fund, group of Funds or list of Funds.

Nondeposit investment products are not federally insured, involve investment risk, may lose value and are not obligations of or guaranteed by any financial institution.

For more complete information about Madison Funds, including charges and expenses, request a prospectus from your financial advisor or from Madison Funds, P.O. Box 8390, Boston, MA 02266-8390. Consider the investment objectives, risks, and charges and expenses of any fund carefully before investing. The prospectus contains this and other information about the investment company.

For more current performance information, please call 1-800-877-6089 or visit our website at www.madisonfunds.com. Current performance may be lower or higher than the performance data quoted within. Past performance does not guarantee future results.

Nothing in this report represents a recommendation of a security by the investment adviser. Portfolio holdings may have changed since the date of this report.

1

Madison Funds | October 31, 2015

Management’s Discussion of Fund Performance (unaudited)

Period in Review

The fiscal year that ended October 31, 2015 reintroduced volatility into U.S. stock markets. After a grudgingly upward march for the first nine months, domestic stocks re-trenched in August. Through the highs of July 2015, the S&P 500^® Index price advanced 5.46% for the fiscal year-to-date. But the market came unglued in August as continued weakness in Chinese economic growth, devaluation of the Chinese currency and fears of a U.S. Federal Reserve monetary tightening triggered market declines throughout Asia which carried over to stock exchanges around the globe. U.S. markets quickly declined over 12% from July highs, creating the first “correction” (decline >10%) in stock prices since 2011. Materials and energy stocks were particularly hard hit. After an ensuing month of volatile share prices, the market regained its legs and, by the end of October, the S&P 500 had recovered over 11% from its August lows. Despite this volatility, the S&P 500 returned 5.20% for the entire fiscal year. Small and mid-cap stocks as measured by the Russell 2000^® Index and Russell Midcap^® Index, returned 0.34% and 2.77% respectively, and foreign markets, as measured by the MSCI EAFE Index, returned -0.07%.

The sharp recovery in share prices from the August and late September lows point up the fickle nature of market psychology and the perils of trying to time major market moves. Since the lows in August, major market sectors which had previously underperformed suddenly led the way higher (i.e., Energy and Materials). The fears over Chinese growth sustainability, which had in many ways been the catalyst for the market’s retreat, were replaced by a recognition that the impact of Chinese economic growth on the U.S. economy really isn’t that great. Oil prices, which have fallen by 50% since last October, could be putting in a bottom and have firmed in the last two months. In short, what was bad news suddenly became not so bad, and in some cases even good. This was aided by a realization that central banks around the world were concerned about the swoon in asset prices and ready to lend a helping monetary hand.

Against the backdrop of volatility and market uncertainty, the U.S. economy continued to perform in a Goldilocks fashion – not too hot, not too cold. Domestic GDP growth recovered from a weather-induced weak first quarter of 2015 to a relatively robust 3.9% annualized rate in the second quarter. Early indications of third quarter growth suggest a bit of a cooling, driven by volatility in stock prices and continued softness in Energy sector investment (due to weak oil prices). Inflation remains well contained, with consumer prices through the end of September flat compared to the same time last year. The decline in energy prices continues to keep overall inflation under control, but even without energy prices figured into inflation, the year-over-year change in non-energy, non-food prices remains under the Fed’s stated goal of 2%. Employment trends are favorable as well, with the unemployment rate falling from 5.7% to 5.0% in the last year.

Long-term interest rates experienced their share of volatility during the fiscal year, ranging from a low of 1.64% on ten-year Treasury Notes in January to a high of 2.49% in mid-June. By the end of October, yields had fallen back to 2.14% as stock market turmoil, softer domestic economic growth and uncertainty over the future path of Federal Reserve Board (“Fed”) monetary policy took pressure off of the interest rate markets. The Fed continued to send mixed signals about the timing of interest rate “lift off.” Expectations had been for a sooner-rather-than-later increase in the benchmark Federal Funds Rate based on decent economic growth and improving labor markets. Global stock market unrest in August and September, and continued monetary accommodation by foreign central banks, gave the Fed cause to push back monetary tightening. As of the end of October, U.S. interest rate markets were about evenly split in their expectations of the timing of the Fed’s first increase. For the fiscal year, the broad-based Barclays U.S. Aggregate Bond Index returned 1.96%, aided by the point-to-point decline in longer-term interest rates over the last twelve months. Shorter maturity bond funds also yielded positive results, although not to the extent experienced by longer-maturity funds which benefited the most from lower interest rates during the period. Tax-exempt municipal funds were among the best performers during the year, while the high yield sector of the bond market suffered negative returns.

Outlook

With the previously weakest performing market sectors now among the strongest, and bad news now good news, we are concerned about the fundamental underpinnings and sentiment of the stock market. Earnings are under pressure, valuations remain full and the market’s short memory seems to have quickly forgotten the turmoil of August and September. We believe the Fed will raise short-term interest rates soon, if not before the end of the year then likely in the first quarter of 2016. The economy remains on solid footing and employment trends are encouraging. With the unemployment rate at 5.0%, many argue that we are near a point where continued gains in jobs will be accompanied by faster growth in wages – good for the American consumer but not good for corporate profits. As a result, we continue to counsel caution and seek companies whose competitive position, strong management and solid balance sheet inspire confidence in future profitability.

Similarly, we remain defensive in our interest rate outlook as the Fed embarks on a tighter monetary policy regime. While we don’t think the Fed will raise short-term interest rates too far or too quickly and run the risk of derailing the current expansion, the specter of higher short-term yields usually portends trouble for longer-term interest rates as well. This could have a cooling effect on interest rate sensitive sectors of the economy such as housing and automobile sales, which have been among the more solid performing sectors this year.

Our goal is to seek investment opportunities that provide attractive return potential without undue risk. In the current environment of fully valued stock prices, very low short- and long-term interest rates, and heightened market volatility, we are paying particularly close attention to the risk side of this tradeoff.

2

Madison Funds | October 31, 2015

ALLOCATION FUNDS SUMMARY

The Madison Conservative Allocation, Moderate Allocation and Aggressive Allocation Funds (the “Funds”) invest primarily in shares of registered investment companies (the “Underlying Funds”). The Funds will be diversified among a number of asset classes and their allocation among Underlying Funds will be based on an asset allocation model developed by Madison Asset Management, LLC (“Madison”), the Funds’ investment adviser. The team may use multiple analytical approaches to determine the appropriate asset allocation, including:

• Asset allocation optimization analysis – considers the degree to which returns in different asset classes do or do not move together, and the Funds’ aim to achieve a favorable overall risk profile for any targeted portfolio return.

• Scenario analysis – historical and expected return data is analyzed to model how individual asset classes and combinations of asset classes would affect the Funds under different economic and market conditions.

• Fundamental analysis – draws upon Madison’s investment teams to judge each asset class against current and forecasted market conditions. Economic, industry and security analysis is used to develop return and risk expectations that may influence asset class selection. In addition, Madison has a flexible mandate which permits the Funds, at the sole discretion of Madison, to materially reduce equity risk exposures when and if conditions are deemed to warrant such an action.

MADISON CONSERVATIVE ALLOCATION FUND

INVESTMENT STRATEGY HIGHLIGHTS

Under normal circumstances, the Madison Conservative Allocation Fund’s total net assets will be allocated among various asset classes and Underlying Funds, including those whose shares trade on a stock exchange (exchange traded funds or “ETFs”), with target allocations over time of approximately 35% equity investments and 65% fixed income investments. Underlying Funds in which the Fund invests may include funds advised by Madison and/or its affiliates, including other Madison Funds (the “Affiliated Underlying Funds”). Generally, Madison will not invest more than 75% of the Fund’s net assets, at the time of purchase, in Affiliated Underlying Funds. Although actual allocations may vary, the Fund’s asset allocation among asset classes and Underlying Funds is expected to be approximately:

• 0-20% money market funds;

• 20-80% debt securities (e.g., bond funds and convertible bond funds);

• 0-20% below-investment grade (“junk”) debt securities (e.g., high income funds);

• 10-50% equity securities (e.g., U.S. stock funds);

• 0-40% foreign securities (e.g., international stock and bond funds, including emerging market securities); and

• 0-20% alternative asset classes (e.g., real estate investment trust funds, natural resources funds, precious metal funds and long/short funds).

PERFORMANCE DISCUSSION

Average Annual Total Return through October 31, 20151

% Return Without Sales Charge

% Return After Sales Charge5

Since

Since

Since

Since

6/30/06

2/29/08

6/30/06

2/29/08

1 Year

3 Years

5 Years

10 Years

Inception

Inception

1 Year

3 Years

5 Years

10 Years

Inception

Inception

Class A Shares2

1.17

4.70

4.93

–

3.94

–

-4.65

2.64

3.70

–

3.28

–

Class B Shares3

0.44

3.94

4.14

–

3.29

–

-3.86

2.85

3.80

–

3.29

–

Class C Shares4

0.34

3.90

4.12

–

–

2.88

-0.61

3.90

4.12

–

–

2.88

Bank of America

Merrill Lynch

US Corp, Govt &

Mortgage Index

2.07

1.70

3.08

4.79

5.08

4.27

NA

NA

NA

NA

NA

NA

Conservative

Allocation Fund

Custom Index

2.41

5.88

6.23

5.91

5.93

5.52

NA

NA

NA

NA

NA

NA

See accompanying Notes to Management’s Discussion of Fund Performance.

The Madison Conservative Allocation Fund (Class A load waived) returned 1.17% for the one-year period, compared to its custom blended benchmark’s return of 2.41%. The Fund outperformed its peers as measured by the Morningstar Conservative Allocation category, which returned -0.77% for the year. Contributing positively to the Fund’s return were overweight allocations to hedged European and Japanese stocks, U.S. growth stocks and U.S. Treasuries. The Fund also benefited from an underweight allocation to emerging markets stocks, which sustained double digit losses over the trailing 12 months. A final benefit came from the Fund’s overall defensive posturing, which helped mitigate losses during the steep equity market decline experienced in August/September. Detracting from performance was the Fund’s overweight allocation to U.S. mid-cap stocks, a modest stake in gold and the underperformance of a few key actively managed equity and fixed income holdings. The Fund was also held back by a below benchmark interest rate risk posture as interest rates fell over the period.

PORTFOLIO ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 10/31/15
Bond Funds	61.4	%
Stock Funds	24.2	%
Foreign Stock Funds	7.8	%
Alternative Funds	2.7	%
Money Market Funds and Other Net Assets	3.9	%
TOP TEN HOLDINGS AS A PERCENTAGE OF NET ASSETS AS OF 10/31/15
Madison Core Bond Fund Class Y	20.9	%
Metropolitan West Total Return Bond Fund Class I	8.8	%
iShares 3-7 Year Treasury Bond ETF	8.5	%
iShares 7-10 Year Treasury Bond ETF	6.9	%
Madison Corporate Bond Fund Class Y	6.7	%
Baird Aggregate Bond Fund Institutional Shares	6.6	%
Madison Large Cap Growth Fund Class Y	6.2	%
Madison Large Cap Value Fund Class Y	5.1	%
iShares Russell Mid-Cap ETF	4.5	%
Vanguard Value ETF	4.1	%

3

Madison Funds | Management’s Discussion of Fund Performance - continued | October 31, 2015

MADISON MODERATE ALLOCATION FUND

INVESTMENT STRATEGY HIGHLIGHTS

Under normal circumstances, the Madison Moderate Allocation Fund’s total net assets will be allocated among various asset classes and Underlying Funds, including those whose shares trade on a stock exchange (exchange traded funds or “ETFs”), with target allocations over time of approximately 60% equity investments and 40% fixed income investments. Underlying Funds in which the Fund invests may include Affiliated Underlying Funds. Generally, Madison will not invest more than 75% of the Fund’s net assets, at the time of purchase, in Affiliated Underlying Funds. Although actual allocations may vary, the Fund’s asset allocation among asset classes and Underlying Funds is expected to be approximately:

• 0-15% money market funds;

• 10-60% debt securities (e.g., bond funds and convertible bond funds);

• 0-20% below-investment grade (“junk”) debt securities (e.g., high income funds);

• 20-80% equity securities (e.g., U.S. stock funds);

• 0-50% foreign securities (e.g., international stock and bond funds, including emerging market securities); and

• 0-20% alternative asset classes (e.g., real estate investment trust funds, natural resources funds, precious metal funds and long/short funds).

PERFORMANCE DISCUSSION

Average Annual Total Return through October 31, 20151
		% Return Without Sales Charge												% Return After Sales Charge5
									Since		Since										Since		Since
									6/30/06		2/29/08										6/30/06		2/29/08
	1 Year		3 Years		5 Years		10 Years		Inception		Inception		1 Year		3 Years		5 Years		10 Years		Inception		Inception
Class A Shares2		1.44		7.66		7.09		–		4.10		–		-4.41		5.56		5.82		–		3.44		–
Class B Shares3		0.72		6.84		6.29		–		3.44		–		-3.53		5.81		5.97		–		3.44		–
Class C Shares4		0.72		6.84		6.28		–		–		2.97		-0.23		6.84		6.28		–		–		2.97
S&P 500® Index		5.20		16.20		14.33		7.85		7.69		8.32		NA		NA		NA		NA		NA		NA
Moderate
Allocation Fund
Custom Index		2.59		8.92		8.43		6.56		6.38		6.18		NA		NA		NA		NA		NA		NA

See accompanying Notes to Management’s Discussion of Fund Performance.

The Madison Moderate Allocation Fund (Class A load waived) returned 1.44% for the one-year period, compared to its custom blended benchmark’s return of 2.59%. The Fund outperformed its peers as measured by the Morningstar Moderate Allocation category, which advanced 0.61% for the period. Contributing positively to the Fund’s return were overweight allocations to hedged European and Japanese stocks, U.S. growth stocks and U.S. Treasuries. The Fund also benefited from an underweight allocation to emerging markets stocks, which sustained double digit losses over the trailing 12 months. A final benefit came from the Fund’s overall defensive posturing, which helped mitigate losses during the steep equity market decline experienced in August/September. Detracting from performance was the Fund’s overweight allocation to U.S. mid-cap stocks, a modest stake in gold and the underperformance of a few key actively managed equity and fixed income holdings. The Fund was also held back by a below benchmark interest rate risk posture as interest rates fell over the period.

PORTFOLIO ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 10/31/15
Stock Funds	43.3	%
Bond Funds	36.9	%
Foreign Stock Funds	13.7	%
Alternative Funds	2.6	%
Money Market Funds and Other Net Assets	3.5	%
TOP TEN HOLDINGS AS A PERCENTAGE OF NET ASSETS AS OF 10/31/15
Madison Core Bond Fund Class Y	14.5	%
Madison Large Cap Growth Fund Class Y	11.7	%
Madison Large Cap Value Fund Class Y	11.1	%
Metropolitan West Total Return Bond Fund Class I	8.1	%
iShares 7-10 Year Treasury Bond ETF	6.9	%
iShares Core S&P Mid-Cap ETF	6.6	%
iShares 3-7 Year Treasury Bond ETF	5.9	%
Vanguard Growth ETF	5.9	%
iShares Core MSCI EAFE ETF	5.7	%
Vanguard Value ETF	5.2	%

4

Madison Funds | Management’s Discussion of Fund Performance - continued | October 31, 2015

MADISON AGGRESSIVE ALLOCATION FUND

INVESTMENT STRATEGY HIGHLIGHTS

Under normal circumstances, the Aggressive Allocation Fund’s total net assets will be allocated among various asset classes and Underlying Funds, including those whose shares trade on a stock exchange (exchange traded funds or “ETFs”), with target allocations over time of approximately 85% equity investments and 15% fixed income investments. Underlying Funds in which the Fund invests may include Affiliated Underlying Funds. Generally, Madison will not invest more than 75% of Fund’s net assets, at the time of purchase, in Affiliated Underlying Funds. Although actual allocations may vary, the Fund’s asset allocation among asset classes and Underlying Funds is expected to be approximately:

• 0-10% money market funds;

• 0-30% debt securities, all of which could be in below investment grade (“junk”) debt securities (e.g., bond funds, convertible bond funds and high income funds);

• 30-90% equity securities (e.g., U.S. stock funds);

• 0-60% foreign securities (e.g., international stock and bond funds, including emerging market securities); and

• 0-20% alternative asset classes (e.g., real estate investment trust funds, natural resources funds, precious metal funds and long/short funds).

PERFORMANCE DISCUSSION

Average Annual Total Return through October 31, 20151
	% Return Without Sales Charge													% Return After Sales Charge5
									Since		Since										Since		Since
									6/30/06		2/29/08										6/30/06		2/29/08
	1 Year		3 Years		5 Years		10 Years		Inception		Inception		1 Year		3 Years		5 Years		10 Years		Inception		Inception
Class A Shares2		1.66		10.06		8.64		–		3.95		–		-4.17		7.91		7.37		–		3.29		–
Class B Shares3		0.91		9.26		7.84		–		3.29		–		-3.25		8.27		7.54		–		3.29		–
Class C Shares4		0.91		9.25		7.83		–		–		2.69		-0.01		9.25		7.83		–		–		2.69
S&P 500 Index		5.20		16.20		14.33		7.85		7.69		8.32		NA		NA		NA		NA		NA		NA
Aggressive
Allocation Fund
Custom Index		2.66		11.95		10.56		7.04		6.65		6.64		NA		NA		NA		NA		NA		NA

See accompanying Notes to Management’s Discussion of Fund Performance.

The Madison Aggressive Allocation Fund (Class A load waived) returned 1.66% for the one-year period, compared to its custom blended benchmark’s return of 2.66%. The Fund outperformed its peers as measured by the Morningstar Aggressive Allocation category, which returned -0.21% for the period. Contributing positively to the Fund’s return were overweight allocations to hedged European and Japanese stocks, U.S. growth stocks and U.S. Treasuries. The Fund also benefited from an underweight allocation to emerging markets stocks, which sustained double digit losses over the trailing 12 months. A final benefit came from the Fund’s overall defensive posturing, which helped mitigate losses during the steep equity market decline experienced in August/September. Detracting from performance was the Fund’s overweight allocation to U.S. mid-cap stocks, a modest stake in gold and the underperformance of a few key actively managed equity and fixed income holdings. The Fund was also held back by a below benchmark interest rate risk posture as interest rates fell over the period.

PORTFOLIO ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 10/31/15
Stock Funds	58.9	%
Foreign Stock Funds	18.8	%
Bond Funds	16.9	%
Alternative Funds	2.6	%
Money Market Funds and Other Net Assets	2.8	%
TOP TEN HOLDINGS AS A PERCENTAGE OF NET ASSETS AS OF 10/31/15
Madison Large Cap Growth Fund Class Y	14.6	%
Madison Large Cap Value Fund Class Y	14.0	%
iShares Core S&P Mid-Cap ETF	9.5	%
Vanguard Growth ETF	8.2	%
iShares Core MSCI EAFE ETF	8.2	%
Madison Core Bond Fund Class Y	8.1	%
Vanguard Value ETF	6.4	%
iShares 7-10 Year Treasury Bond ETF	5.9	%
Madison NorthRoad International Fund Class Y	3.8	%
WisdomTree Europe Hedged Equity Fund	3.6	%

MADISON CASH RESERVES FUND

INVESTMENT STRATEGY HIGHLIGHTS

The Madison Cash Reserves Fund invests exclusively in U.S. dollar-denominated money market securities maturing in thirteen months or less from the date of purchase. These securities will be obligations of the U.S. Government and its agencies and instrumentalities, but may also include securities issued by U.S. and foreign financial institutions, corporations, municipalities, foreign governments, and multi-national organizations, such as the World Bank.

The Fund may invest in mortgage-backed and asset-backed securities, including those representing pools of mortgage, commercial, or consumer loans originated by financial institutions.

PERFORMANCE DISCUSSION

The Madison Cash Reserves Fund (Class A) returned 0.00% for the prior twelve months, compared to a 0.02% return on the Fund’s 90 day Treasury Bill benchmark. With the Federal Reserve maintaining a “Zero Interest Rate Policy” (ZIRP) throughout this past fiscal year, the Fund was unable to pay dividends to shareholders despite continuing to waive its fees in order to preserve capital. With changes to Fed policy likely coming in the next fiscal year, we are hopeful that the Fund will be able to once again begin paying a dividend.

SECTOR ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 10/31/15
Federal Home Loan Bank	26.0	%
Fannie Mae	24.7	%
Freddie Mac	20.8	%
U.S. Treasury Notes	10.9	%
Federal Farm Credit Bank	10.4	%
Cash and Other Net Assets	7.2	%

5

Madison Funds | Management’s Discussion of Fund Performance - continued | October 31, 2015

MADISON TAX-FREE VIRGINIA FUND

INVESTMENT STRATEGY HIGHLIGHTS

The Madison Tax-Free Virginia Fund seeks to achieve its investment objective by investing at least 80% of its net assets in municipal bonds that are exempt from federal and state income tax for residents of Virginia. These securities may be issued by state governments, their political subdivisions (for example, cities and counties) and public authorities (for example, school districts and housing authorities). The Fund may also invest in bonds that, under federal law, are exempt from federal and state income taxation, such as bonds issued by the District of Columbia, Puerto Rico, the Virgin Islands and Guam. The Fund invests in intermediate and long-term bonds having average, aggregate maturities (at the portfolio level) of 7 to 15 years.

PERFORMANCE DISCUSSION

Average Annual Total Return through October 31, 20152
	% Return Without Sales Charge
	1 Year	3 Years	5 Years	10 Years
Class Y Shares6	2.36	1.88	3.01	3.63
Barclays Municipal Bond Index	2.87	2.91	4.28	4.74

See accompanying Notes to Management’s Discussion of Fund Performance.

The Madison Tax-Free Virginia Fund (Class Y) returned 2.36% for the one-year period, underperforming its benchmark, the Barclays Municipal Bond Index, which returned 2.87%. The Morningstar Muni Single State Long peer group gained 2.25% for the period. The underperformance of the Fund versus its benchmark was primarily attributable to a significant underweight in the longest sector of the yield curve which posted the best performance during the 12-month period. Specifically, bonds with final maturities of 22 years and longer returned 3.89% with a 19.73% weighting in the benchmark compared to only an 11.32% weighting for the Fund. The overall duration (a measure of interest rate risk) of the Virginia Fund was 5.8 years versus 6.7 years for the benchmark. This underweighting in interest rate risk in a falling rate environment detracted from the Fund’s performance.

SECTOR ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 10/31/15
Development	8.2	%	Multifamily Housing	9.2	%
Education	13.5	%	Power	4.3	%
Facilities	6.8	%	Transportation	5.4	%
General	9.6	%	Utilities	1.5	%
General Obligation	21.2	%	Water	10.8	%
Medical	7.3	%	Net Other Assets and Liabilities	2.2	%

TOP TEN HOLDINGS AS A PERCENTAGE OF NET ASSETS AS OF 10/31/15
Northern Virginia Transportation Authority, 5.0%, 6/1/30	4.0	%
Fairfax County Redevelopment & Housing Authority, 4.75%, 10/1/36	3.4	%
Newport News Economic Development Authority, 5.0%, 7/1/25	3.4	%
City of Portsmouth VA, 5.0%, 2/1/31	3.2	%
Suffolk Redevelopment & Housing Authority, 5.6%, 2/1/33	3.2	%
Prince William County Industrial Development Authority, 5.25%, 2/1/18	3.2	%
Virginia Commonwealth Transportation Board, 5.0%, 3/15/25	2.8	%
Chesterfield County Economic Development Authority, 5.0%, 5/1/23	2.8	%
Commonwealth of Virginia, 5.0%, 6/1/23	2.7	%
Virginia College Building Authority, 5.0%, 2/1/23	2.7	%

MADISON TAX-FREE NATIONAL FUND

INVESTMENT STRATEGY HIGHLIGHTS

The Madison Tax-Free National Fund seeks to achieve its investment objective by investing at least 80% of its net assets in municipal bonds that are exempt from federal income taxes. These securities may be issued by state governments, their political subdivisions (for example, cities and counties) and public authorities (for example, school districts and housing authorities). The Fund may also invest in bonds that, under federal law, are exempt from federal and state income taxation, such as bonds issued by the District of Columbia, Puerto Rico, the Virgin Islands and Guam. The Fund invests in intermediate and long-term bonds having average, aggregate maturities (at the portfolio level) of seven to 15 years. The primary difference between this Fund and the Madison Tax-Free Virginia Fund is that the Madison Tax-Free Virginia Fund will invest in bonds that are exempt from federal and state income tax for residents of Virginia, while this Fund will invest in bonds that are exempt from federal income tax.

PERFORMANCE DISCUSSION

Average Annual Total Return through October 31, 20151
	% Return Without Sales Charge
		1 Year	3 Years	5 Years	10 Years
Class Y Shares6		2.61	2.08	3.37	3.76
Barclays Municipal Bond Index		2.87	2.91	4.28	4.74

See accompanying Notes to Management’s Discussion of Fund Performance.

The Madison Tax-Free National Fund (Class Y) returned 2.61% for the one-year period, modestly underperforming its benchmark, the Barclays Municipal Bond Index, which returned 2.87%. The Morningstar Muni National Long peer group gained 2.57%. The underperformance of the Fund versus its benchmark was primarily attributable to a significant underweight in the longest sector of the yield curve which posted the best performance during the 12 month period. Specifically, bonds with final maturities of 22 years and longer returned 3.89% with a 19.73% weighting in the benchmark compared to only a 4.36% weighting for the Fund. The overall duration (a measure of interest rate risk) of the National Fund was 6.1 years versus 6.7 years for the benchmark. This underweighting in interest rate risk in a falling rate environment detracted from the Fund’s performance.

6

Madison Funds | Management’s Discussion of Fund Performance - Madison Tax-Free National Fund - continued | October 31, 2015

STATE ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 10/31/15
Alabama	2.4	%	New Jersey	4.0	%
Arkansas	0.7	%	New Mexico	1.7	%
Colorado	1.7	%	New York	3.2	%
Delaware	1.5	%	North Carolina	6.6	%
Florida	13.8	%	Ohio	2.1	%
Georgia	4.1	%	Pennsylvania	0.6	%
Illinois	0.8	%	South Carolina	8.9	%
Indiana	3.6	%	Tennessee	1.7	%
Iowa	2.8	%	Texas	9.8	%
Kansas	2.3	%	Virginia	3.4	%
Maryland	5.6	%	Washington	2.9	%
Michigan	3.4	%	Wisconsin	3.6	%
Missouri	6.8	%	Net Other Assets and Liabilities	2.0	%

TOP TEN HOLDINGS AS A PERCENTAGE OF NET ASSETS AS OF 10/31/15
Anderson County School District No. 1, General Obligation, 5.0%, 3/1/25	3.2	%
Maple School District, General Obligation, 5.0%, 4/1/24	2.8	%
City of Rockville MD, General Obligation, 5.0%, 6/1/24	2.7	%
City of Port St. Lucie FL Utility System Revenue, 5.0%, 9/1/27	2.5	%
Montgomery County Revenue Authority, 5.0%, 5/1/31	2.5	%
Orlando Utilities Commission, 5.0%, 10/1/22	2.3	%
City of Wichita KS, General Obligation, 5.0%, 12/1/24	2.3	%
County of Miami-Dade FL, 5.0%, 3/1/25	2.2	%
Town of Cary NC Combined Utility Systems Revenue, 5.0%, 12/1/23	2.2	%
Cleveland-Cuyahoga County Port Authority, 5.0%, 7/1/24	2.1	%
MADISON HIGH QUALITY BOND FUND
INVESTMENT STRATEGY HIGHLIGHTS

The Madison High Quality Bond Fund seeks to achieve its investment objectives through diversified investments in a broad range of corporate debt securities, obligations of the U.S. Government and its agencies, and money market instruments. In seeking to achieve the Fund’s goals, the Fund’s management will (1) shorten or lengthen the dollar weighted average maturity of the Fund based on its anticipation of the movement of interest rates (the dollar weighted average maturity is expected to be ten years or less), and (2) monitor the yields of the various bonds that satisfy the Fund’s investment guidelines to determine the best combination of yield, credit risk and diversification for the Fund. Under normal market conditions, the Fund will invest at least 80% of its net assets in higher quality bond issues and, therefore, intends to maintain an overall portfolio quality rating of A by Standard & Poor’s and/or A2 by Moody’s or equivalent.

PERFORMANCE DISCUSSION

Average Annual Total Return through October 31, 20151
	% Return Without Sales Charge
		1 Year	3 Years	5 Years	10 Years
Class Y Shares6		1.11	0.60	1.22	3.44
Barclays U.S. Intermediate Govt/Credit A+ Bond Index		2.05	1.25	2.07	4.01

See accompanying Notes to Management’s Discussion of Fund Performance.

The Madison High Quality Bond Fund (Class Y) returned 1.11% for the one-year period, lagging the benchmark Barclays U.S. Intermediate Government Credit A+ Index which returned 2.05%. The Fund outperformed the Morningstar Short-Term Bond category peer group’s return of 0.46% over the same period. Underperformance during the trailing 12 months compared to the market benchmark was due largely to conservative maturity positioning. As interest rates declined over the period, the Fund’s underweight in longer maturities detracted from total return. The Fund’s conservative maturity profile also produced a yield difference that was detractive to total return. Some of the yield shortfall was mitigated by the Fund’s sector overweight in corporate bonds. Security selection and credit sector selection were additive to returns over the period as the Fund participated in positive individual bond performance and avoided some volatile credit sectors. Looking forward, we view recent positive relative performance as a sign of opportunities ahead. The recent uptick in volatility has provided opportunities to add credit and attractive yields to the portfolio and we feel this will continue.

SECTOR ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 10/31/15
Consumer Discretionary	6.7	%
Consumer Staples	1.5	%
Energy	1.5	%
Fannie Mae	14.7	%
Financials	14.0	%
Freddie Mac	5.9	%
Health Care	3.0	%
Industrials	1.6	%
Information Technology	8.7	%
Materials	0.0	%
Telecommunication Services	0.0	%
U.S. Treasury Notes	39.2	%
Short-Term Investments and Other Net Assets and Liabilities	3.2	%
TOP TEN HOLDINGS AS A PERCENTAGE OF NET ASSETS AS OF 10/31/15
Freddie Mac, 2.5%, 5/27/16	4.9	%
U.S. Treasury Note, 3.875%, 5/15/18	4.7	%
U.S. Treasury Note, 3.0%, 2/28/17	4.0	%
U.S. Treasury Note, 1.5%, 12/31/18	3.9	%
Fannie Mae, 1.25%, 1/30/17	3.9	%
Fannie Mae, 1.25%, 9/28/16	3.9	%
U.S. Treasury Note, 1.0%, 8/31/16	3.9	%
U.S. Treasury Note, 0.875%, 1/31/17	3.9	%
Fannie Mae, 0.875%, 2/8/18	3.9	%
U.S. Treasury Note, 1.25%, 1/31/19	3.7	%

7

Madison Funds | Management’s Discussion of Fund Performance - continued | October 31, 2015

MADISON CORE BOND FUND

INVESTMENT STRATEGY HIGHLIGHTS

Under normal market conditions, the Madison Core Bond Fund invests at least 80% of its net assets in bonds. To keep current income relatively stable and to limit share price volatility, the Fund emphasizes investment grade securities and maintains an intermediate (typically 3-7 year) average portfolio duration, with the goal of being between 85-115% of the market benchmark duration. The Fund strives to add incremental return in the portfolio by making strategic decisions related to credit risk, sector exposure and yield curve positioning. The Fund may invest in corporate debt securities, U.S. Government debt securities, foreign government debt securities, non-rated debt securities, and asset-backed, mortgage-backed and commercial mortgage-backed securities.

PERFORMANCE DISCUSSION

Average Annual Total Return through October 31, 20151

% Return Without Sales Charge

% Return After Sales Charge5

Since

Since

6/30/06

4/19/13

1 Year

3 Years

5 Years

10 Years

Inception

Inception

1 Year

3 Years

5 Years

10 Years

Class A Shares2

1.34

0.80

1.85

3.38

–

–

-3.19

-0.73

0.93

2.91

Class B Shares3

0.69

0.05

1.11

2.77

–

–

-3.75

-1.06

0.74

2.77

Class Y Shares6

1.71

1.08

2.11

–

3.85

–

–

–

–

–

Class R6 Shares7

1.71

–

–

–

–

1.22

–

–

–

–

Bank of America Merrill

Lynch US Corp, Govt &

Mortgage Index

2.07

1.70

3.08

4.79

5.08

4.37

NA

NA

NA

NA

Barclays U.S. Aggregate

Bond Index

1.96

1.65

3.03

4.72

4.99

4.27

NA

NA

NA

NA

See accompanying Notes to Management’s Discussion of Fund Performance.

The Madison Core Bond Fund (Class Y) returned 1.71% for the one-year period, trailing the Fund’s benchmark, the Barclays U.S. Aggregate Bond Index, which advanced 1.96%. The Fund outperformed the Morningstar Intermediate-Term Bond peer group, which gained 0.98% for the period. The majority of the Fund’s underperformance relative to its benchmark resulted from the Fund’s short duration exposure (90% of benchmark) in an environment of five-year and longer interest rates falling by 10-20 basis points. The strongest sector performance came from the Fund’s corporate and municipal bond holdings, which provided weighted returns of 2.54% for the period versus the Barclays Credit Index return of 0.90%.

PORTFOLIO ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 10/31/15
Corporate Notes and Bonds	32.0	%
U.S. Government and Agency Obligations	26.6	%
Mortgage-Backed Securities	20.6	%
Municipal Bonds	9.5	%
Asset-Backed Securities	4.0	%
Commercial Mortgage Backed Securities	2.0	%
Collateralized Mortgage Obligations	1.1	%
Short-Term Investments, Options, Futures and Other Net Assets and Liabilities	4.2	%

TOP TEN HOLDINGS AS A PERCENTAGE OF NET ASSETS AS OF 10/31/15
U.S. Treasury Note, 3.125%, 5/15/21	1.8	%
U.S. Treasury Note, 3.125%, 1/31/17	1.8	%
U.S. Treasury Note, 0.75%, 3/15/17	1.6	%
U.S. Treasury Bond, 4.5%, 5/15/38	1.6	%
U.S. Treasury Note, 2.75%, 2/28/18	1.4	%
U.S. Treasury Note, 2.625%, 1/31/18	1.4	%
U.S. Treasury Note, 1.875%, 10/31/17	1.4	%
U.S. Treasury Note, 1.375%, 2/28/19	1.3	%
U.S. Treasury Note, 3.875%, 5/15/18	1.3	%
U.S. Treasury Bond, 6.625%, 2/15/27	1.3	%
MADISON CORPORATE BOND FUND
INVESTMENT STRATEGY HIGHLIGHTS

The Madison Corporate Bond Fund seeks to achieve its investment objective through diversified investment in a broad range of corporate debt securities. Under normal market conditions, the Fund will invest at least 80% of its net assets in income-producing corporate bonds, and at least 80% of its assets in investment grade bonds. Up to 20% of the Fund’s assets may be invested in non-investment grade fixed-income securities commonly referred to as “high yield” or “junk” bonds. The Fund expects to maintain an average overall portfolio quality of A- or better, an overall portfolio dollar weighted average maturity of 15 years or less, and an overall portfolio duration within 25% of the Barclays U.S. Credit Bond Index benchmark (with the flexibility to occasionally vary from the benchmark by up to 50% when the investment adviser believes interest rates are likely to materially change).

PERFORMANCE DISCUSSION

Average Annual Total Return through October 31, 20151
	% Return Without Sales Charge
									Since
									7/2/07
	1 Year		3 Years		5 Years		10 Years		Inception
Class Y Shares6		1.40		1.13		3.03		–		5.19
Barclays U.S. Credit Bond Index		0.90		1.80		4.17		5.45		5.72

See accompanying Notes to Management’s Discussion of Fund Performance.

The Madison Corporate Bond Fund (Class Y) gained 1.40% for the period, while its benchmark, the Barclays U.S. Credit Bond Index gained 0.90%. The Fund outperformed its peer group, the Morningstar Corporate Bond category, which posted a 0.25% gain. The Fund benefited from being overweight Oil Refiners within the Energy sector and Financials, both of which have generated favorable excess returns over the past year. The Fund also benefited from its underweight of the Metals/Mining within the Materials sector, which has performed poorly due to significantly lower commodity prices. The Fund focused heavily on the new issue market where yield premiums are more attractive. Some of the bonds purchased on the new issue market during the past year that have performed well include CVS, Frontier, and UnitedHealth. In addition, the Fund purchased Omnicare bonds before the company was purchased by CVS and its bond spreads tightened significantly.

8

Madison Funds | Management’s Discussion of Fund Performance - Madison Corporate Bond Fund - continued | October 31, 2015

On a duration basis, the Fund’s overall duration remains lower than its benchmark’s duration and it continues to have an underweight in the long-maturity end of the yield curve (30-year bonds). Longer-term investment grade corporate bonds have performed poorly in 2015 and have, as a class, generated negative total returns.

SECTOR ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 10/31/15
Consumer Discretionary	10.3	%
Consumer Staples	6.0	%
Energy	11.3	%
Financials†	36.5	%
Health Care	6.3	%
Industrials	7.3	%
Information Technology	4.6	%
Materials	3.2	%
Telecommunication Services	3.8	%
Utilities	0.0	%
Municipal Bonds	7.6	%
Short-Term Investments and Other Net Assets and Liabilities	3.1	%
†Financials includes securities in the following industries: Banks; Diversified Financial Services; Insurance;
Iron/Steel; Machinery-Construction & Mining; Mining and Real Estate
TOP TEN HOLDINGS AS A PERCENTAGE OF NET ASSETS AS OF 10/31/15
General Electric Capital Corp., 6.75%, 3/15/32	2.4	%
Wells Fargo & Co., 5.625%, 12/11/17	1.9	%
Berkshire Hathaway Finance Corp., 5.4%, 5/15/18	1.9	%
Simon Property Group L.P., 4.125%, 12/1/21	1.8	%
US Bancorp, 2.2%, 11/15/16	1.7	%
Valero Energy Corp., 6.625%, 6/15/37	1.6	%
Comcast Corp., 6.45%, 3/15/37	1.6	%
Oracle Corp., 5.75%, 4/15/18	1.4	%
DIRECTV Holdings LLC / DIRECTV Financing Co. Inc., 5.0%, 3/1/21	1.4	%
American Express Co., 6.15%, 8/28/17	1.4	%
MADISON HIGH INCOME FUND
INVESTMENT STRATEGY HIGHLIGHTS

The Madison High Income Fund invests primarily in lower-rated, higher-yielding income bearing securities, such as “junk” bonds. Because the performance of these securities has historically been strongly influenced by economic conditions, the Fund may rotate securities selection by business sector according to economic outlook. Under normal market conditions, the Fund invests at least 80% of its net assets in bonds rated lower than investment grade (BBB/Baa) and their unrated equivalents or other high-yielding securities.

PERFORMANCE DISCUSSION

Average Annual Total Return through October 31, 20151
		% Return Without Sales Charge										% Return After Sales Charge5
									Since
									6/30/06
	1 Year		3 Years		5 Years		10 Years		Inception		1 Year		3 Years		5 Years		10 Years
Class A Shares2		-2.29		2.99		4.62		5.86		–		-6.69		1.41		3.68		5.38
Class B Shares3		-3.11		2.24		3.84		5.24		–		-7.05		1.30		3.55		5.24
Class Y Shares6		-2.00		3.35		4.93		–		6.18		–		–		–		–
Bank of America Merrill
Lynch U.S. High Yield
Master II Constrained		-2.03		4.11		6.01		7.52		7.60		NA		NA		NA		NA

See accompanying Notes to Management’s Discussion of Fund Performance.

Madison High Income Fund (Class Y) returned -2.00% over the twelve-month period, slightly outperforming the Bank of America Merrill Lynch High Yield Constrained Index benchmark return of -2.03%. The Fund also modestly outperformed the Morningstar High Yield Bond category peer group, which returned -2.09% over the same period. From a ratings perspective, the biggest contribution came from positive security selection and underweight within credit groups rated triple-C and below. From an industry perspective, the key driver of the Fund’s outperformance was the portfolio’s positive selection and overweight in Support – Services and underweight in Metals/Mining Excluding Steel. Negative selection in Oil and Gas, as well as negative selection in B-rated credits, detracted from performance. During the period, we reduced our exposure to Chemicals and Oil and Gas. We slightly increased our exposure to Support-Services, Telecom: Wireline/Wireless, and Media - Cable. We also slightly reduced our weighting to pure CCC credits. Some important portfolio metrics included a 6.45% yield-to-worst, a current yield of 6.73%, and weighted average credit ratings of B+/B1, respectively. Looking forward, although the Federal Reserve may now have the green light to institute the first rate increase in nearly ten years, future rate hikes should be slow, deliberate, and well-telegraphed, and we believe that high yield credit markets are unlikely to react adversely to the slight increase.

SECTOR ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 10/31/15
Consumer Discretionary	22.9	%
Consumer Staples	2.8	%
Energy	8.2	%
Financials	7.1	%
Health Care	9.1	%
Industrials	10.9	%
Information Technology	9.6	%
Materials	6.8	%
Telecommunication Services	7.1	%
Utilities	9.4	%
Short-Term Investments and Other Net Assets and Liabilities	6.1	%
TOP TEN HOLDINGS AS A PERCENTAGE OF NET ASSETS AS OF 10/31/15
Univision Communications Inc., 6.75%, 9/15/22	2.1	%
Outfront Media Capital LLC / Outfront Media Capital Corp., 5.625%, 2/15/24	2.0	%
Endo Finance LLC / Endo Finco Inc., 7.25%, 12/15/20	2.0	%
Dole Food Co. Inc., 7.25%, 5/1/19	2.0	%
Belden Inc., 5.5%, 9/1/22	1.9	%
AmeriGas Finance LLC / AmeriGas Finance Corp., 7.0%, 5/20/22	1.7	%
CCO Holdings LLC / CCO Holdings Capital Corp., 6.5%, 4/30/21	1.6	%
Reynolds Group Issuer Inc. / Reynolds Group Issuer LLC / Reynolds Group Issuer Lu, 5.75%, 10/15/20	1.6	%
Alliance Data Systems Corp., 6.375%, 4/1/20	1.6	%
Sinclair Television Group Inc., 6.375%, 11/1/21	1.6	%

9

Madison Funds | Management’s Discussion of Fund Performance - continued | October 31, 2015

MADISON DIVERSIFIED INCOME FUND

INVESTMENT STRATEGY HIGHLIGHTS

The Madison Diversified Income Fund seeks income by investing in a broadly diversified array of securities including bonds, common stocks, real estate securities, foreign market bonds and stocks and money market instruments. Bonds, stock and cash components will vary, reflecting the portfolio managers’ judgments of the relative availability of attractively yielding and priced stocks and bonds. Generally, however, bonds will constitute up to 80% of the Fund’s assets, stocks will constitute up to 70% of the Fund’s assets, real estate securities will constitute up to 25% of the Fund’s assets, foreign stocks and bonds will constitute up to 25% of the Fund’s assets and money market instruments may constitute up to 25% of the Fund’s assets. The Fund intends to limit the investment in lower credit quality bonds to less than 50% of the Fund’s assets.

PERFORMANCE DISCUSSION

Average Annual Total Return through October 31, 20151
		% Return Without Sales Charge										% Return After Sales Charge5
									Since										Since
									7/31/12										7/31/12
	1 Year		3 Years		5 Years		10 Years		Inception		1 Year		3 Years		5 Years		10 Years		Inception
Class A Shares2		1.39		7.35		7.81		5.69		–		-4.42		5.24		6.54		5.07		–
Class B Shares3		0.58		6.54		6.99		5.06		–		-3.91		5.50		6.69		5.06		–
Class C Shares4		0.64		6.54		–		–		6.32		-0.35		6.54		–		–		6.32
Bank of
America Merrill
Lynch US
Corp, Govt &
Mortgage Index		2.07		1.70		3.08		4.79		1.69		NA		NA		NA		NA		NA
S&P 500®
Index		5.20		16.20		14.33		7.85		15.90		NA		NA		NA		NA		NA
Custom
Blended Index
(50% Fixed
50% Equity)		3.88		8.89		8.79		6.64		8.73		NA		NA		NA		NA		NA

See accompanying Notes to Management’s Discussion of Fund Performance.

The Madison Diversified Income Fund (A Class load waived) returned 1.39% for the one-year period, trailing its custom blended benchmark index (50% Bank of America Merrill Lynch U.S. Corporate, Government and Mortgage Index and 50% S&P 500^® Index) which returned 3.88%. The Fund outperformed its Morningstar Moderate Allocation category peer group, which advanced 0.61% over the last year.

For much of the period, the Fund maintained an allocation of 54% equities / 46% fixed income, with a lower credit risk and duration profile in the bond portion of the portfolio than both its peers and the market. Fixed income performance has improved meaningfully in recent months as credit spreads have widened and interest rates have begun to migrate higher. Importantly, the Fund’s lower risk profile, from both duration and credit perspectives, helped it to perform well relative to its peers.

Relative to the S&P 500 Index, Equity sector allocation and stock selection were both negatives for performance. In terms of sectors, underweight positions in the Consumer Discretionary and Technology sectors detracted from performance. Stock selection results were positive in the Industrial, Financial, and Energy sectors, while Consumer Staples, Health Care and Consumer Discretionary stocks negatively impacted the portfolio. Within Industrials, aerospace manufacturer Boeing (BA) contributed nicely to results as it benefited from strength in the aerospace cycle. In Financials, property and casualty insurer Travelers (TRV) was additive to returns as it continued to grow book value, while Technology consulting firm Accenture (ACN) was the best performing stock in the portfolio due to a strong earnings report and outlook. On the negative side, Consumer Staples holdings Procter & Gamble (PG) and Walmart (WMT) were notable underperformers as sales fell short of expectations. In Health Care, pharmaceutical firm Johnson & Johnson (JNJ) and medical device maker Baxter (BAX) trailed the index. In general, there was wide performance discrepancy between high dividend paying stocks and non-dividend paying stocks in the period. The stocks with the highest dividend yields tended to perform the worst, while those stocks that didn’t pay dividends generally performed much better.

PORTFOLIO ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 10/31/15
Common Stocks	54.1	%
Corporate Notes and Bonds	15.6	%
U.S. Government and Agency Obligations	13.8	%
Mortgage-Backed Securities	9.0	%
Municipal Bonds	1.6	%
Asset-Backed Securities	1.2	%
Commercial Mortgage-Backed Securities	0.7	%
Short-Term Investments and Other Net Assets and Liabilities	4.0	%
TOP TEN HOLDINGS AS A PERCENTAGE OF NET ASSETS AS OF 10/31/15
McDonald’s Corp.	2.5	%
Travelers Cos. Inc./The	2.4	%
Pfizer Inc.	2.1	%
General Electric Co.	2.0	%
Accenture PLC, Class A	2.0	%
Procter & Gamble Co./The	1.9	%
Johnson & Johnson	1.9	%
Boeing Co./The	1.8	%
Microsoft Corp.	1.8	%
United Parcel Service Inc., Class B	1.8	%

10

Madison Funds | Management’s Discussion of Fund Performance - continued | October 31, 2015

MADISON COVERED CALL & EQUITY INCOME FUND

INVESTMENT STRATEGY HIGHLIGHTS

The Madison Covered Call & Equity Income Fund (formerly the Madison Equity Income Fund) invests, under normal market conditions, primarily in common stocks of large-and mid-capitalization companies that are, in the view of the Fund’s investment adviser, selling at a reasonable price in relation to their long-term earnings growth rates. The portfolio managers will allocate the Fund’s assets among stocks in sectors of the economy based upon their views on forward earnings growth rates, adjusted to reflect their views on economic and market conditions and sector risk factors.

The Fund will seek to generate current earnings from option premiums by writing (selling) covered call options on a substantial portion of its portfolio securities. The extent of option writing activity will depend upon market conditions and the portfolio manager’s ongoing assessment of the attractiveness of writing call options on the Fund’s stock holdings. In addition to providing income, covered call writing helps to reduce the volatility (and risk profile) of the Fund by providing downside protection.

PERFORMANCE DISCUSSION

Average Annual Total Return through October 31, 20151

% Return Without Sales Charge

% Return After Sales Charge5

Since

Since

Since

Since

10/30/09

7/31/12

10/30/09

7/31/12

1 Year

3 Years

5 Years

Inception

Inception

1 Year

3 Years

5 Years

Inception

Inception

Class A Shares2

-0.18

6.87

6.88

6.90

–

-5.96

4.77

5.62

5.85

–

Class C Shares4

-0.83

6.08

–

–

6.52

-1.74

6.08

–

–

6.52

Class Y Shares6

0.13

7.14

7.13

7.14

–

–

–

–

–

–

Class R6 Shares7

0.23

7.29

–

–

7.70

–

–

–

–

–

S&P 500® Index

5.20

16.20

14.33

14.33

15.90

–

–

–

–

–

CBOE S&P 500

BuyWrite Index

6.47

7.43

7.95

7.95

7.18

–

–

–

–

–

See accompanying Notes to Management’s Discussion of Fund Performance.

Madison Covered Call & Equity Income Fund (Class Y) returned 0.13% for the one-year period, lagging the broad market as measured by the S&P 500^® Index which advanced 5.20% during the year. The Fund lagged the passive strategy of its covered call benchmark, the CBOE S&P 500 Buy/Write Index (BXM), which returned 6.47% over the twelve months. The Fund outperformed its Morningstar Long/Short Equity category peer group, which returned -0.14%. Given the length of the bull market and deteriorating company fundamentals, the Fund has been consistently more hedged than the BXM Index. As a result, the Fund underperformed the benchmark as the market rose for much of the year, but outperformed during the market decline in August. The largest relative performance impact occurred in July as markets aggressively rallied following the perceived Greek bankruptcy resolution. The BXM Index, being essentially unhedged at the time, rallied in lock-step with the markets while the Fund remained more conservatively positioned. Stock selection within the Fund was quite strong relative to the overall market, led by companies involved in takeover activity including Cameron International, Altera and Catamaran. Additionally, strong performers such as Amazon, Lululemon, Progressive, Google (now Alphabet) and Microsoft were additive to performance. Somewhat offsetting these were underperformers such as CBS, Discovery Communications, Jacobs Engineering and Qualcomm. The Fund’s sector position was slightly additive as minimal exposure to the underperforming Utilities and Materials sectors was offset by underweighting in the strong Health Care sector. The most significant drag on this year’s performance came from the Fund’s normal conservative positioning through the use of covered call options and also through the use of put protection (which only added value in the short-lived August decline). The Fund continues to maintain a conservative posture.

SECTOR ALLOCATION AS A PERCENTAGE OF TOTAL INVESTMENTS AS OF 10/31/15
			S&P 500®					S&P 500®
	Fund		Index			Fund		Index
Consumer Discretionary	9.2	%	13.1	%	Telecommunication Services	2.4	%	2.4	%
Consumer Staples	6.6	%	9.7	%	Utilities	–		2.9	%
Energy	8.6	%	7.1	%	Exchange-Traded Funds	9.2	%	–
Financials	8.6	%	16.2	%	Put Options Purchased	0.2	%	_
Health Care	13.4	%	14.6	%	U.S. Government and Agency Obligations	6.5	%	–
Industrials	11.1	%	10.2	%	Short-Term Investments	9.9	%	–
Information Technology	14.3	%	20.8	%
Materials	–		3.0	%

TOP TEN HOLDINGS AS A PERCENTAGE OF NET ASSETS AS OF 10/31/15
Apple Inc.	3.3	%
SPDR Gold Shares	3.1	%
Powershares QQQ Trust Series 1	3.1	%
SPDR S&P 500 ETF Trust	3.1	%
United Technologies Corp.	3.0	%
Verizon Communications Inc.	2.5	%
T. Rowe Price Group Inc.	2.5	%
Occidental Petroleum Corp.	2.4	%
Biogen Inc.	2.4	%
Microsoft Corp.	2.3	%

MADISON DIVIDEND INCOME FUND

INVESTMENT STRATEGY HIGHLIGHTS

The Madison Dividend Income Fund invests in equity securities of companies with a market capitalization of over $1 billion and a history of paying dividends, with the ability to increase dividends over time. Under normal market conditions, at least 80% of the Fund’s net assets will be invested in dividend paying equity securities. The Fund typically owns 40-55 securities which are chosen for having a current yield exceeding the S&P 500’s average yield, strong fundamentals including an attractive balance sheet and reasonable valuations at the time of purchase. A key attraction for management is a company with a history of increasing dividend payments and a business model that supports the possibility of continuing these increases in the future.

PERFORMANCE DISCUSSION

11

Madison Funds | Management’s Discussion of Fund Performance - Madison Dividend Income Fund - continued | October 31, 2015

Average Annual Total Return through October 31, 20151
	% Return Without Sales Charge
	1 Year		3 Years		5 Years		10 Years
Class Y Shares6		1.76		12.62		10.56		7.13
S&P 500® Index		5.20		16.20		14.33		7.85

See accompanying Notes to Management’s Discussion of Fund Performance.

Madison Dividend Income Fund (Class Y) returned 1.76% for the annual period, trailing its benchmark S&P 500^® Index, which advanced 5.20%. The Fund outperformed its Morningstar Large Value category peer group, which returned 0.37% over the same period. Relative to the S&P 500 Index, sector allocation and stock selection were both negatives for performance. In terms of sectors, underweight positions in the Consumer Discretionary and Technology sectors detracted from performance. Stock selection results were positive in the Industrial, Financial, and Energy sectors, while Consumer Staples, Health Care and Consumer Discretionary stocks negatively impacted the portfolio. Within Industrials, aerospace manufacturer Boeing (BA) contributed nicely to results as it benefited from strength in the aerospace cycle. In Financials, property and casualty insurer Travelers (TRV) was additive to returns as it continued to grow book value, while Technology consulting firm Accenture (ACN) was the best performing stock in the portfolio due to a strong earnings report and outlook. On the negative side, Consumer Staples holdings Procter & Gamble (PG) and Walmart (WMT) were notable underperformers as sales fell short of expectations. In Health Care, pharmaceutical firm Johnson & Johnson (JNJ) and medical device maker Baxter (BAX) trailed the index. In general, there was wide performance discrepancy between high dividend paying stocks and non-dividend paying stocks in the period. The stocks with the highest dividend yields tended to perform the worst, while those stocks that didn’t pay dividends generally performed much better.

SECTOR ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 10/31/15
			S&P 500®
	Fund		Index
Consumer Discretionary	9.1	%	13.1	%
Consumer Staples	17.3	%	9.7	%
Energy	8.2	%	7.1	%
Financials	14.3	%	16.2	%
Health Care	13.2	%	14.6	%
Industrials	15.0	%	10.2	%
Information Technology	12.9	%	20.8	%
Materials	1.9	%	3.0	%
Telecommunication Services	3.1	%	2.4	%
Utilities	2.3	%	2.9	%
Short-Term Investments and Other Net Assets and Liabilities	2.7	%	–

TOP TEN HOLDINGS AS A PERCENTAGE OF NET ASSETS AS OF 10/31/15
McDonald’s Corp.	4.5	%
Travelers Cos. Inc./The	4.4	%
Pfizer Inc.	3.8	%
Accenture PLC, Class A	3.6	%
General Electric Co.	3.5	%
Procter & Gamble Co./The	3.4	%
Boeing Co./The	3.4	%
Johnson & Johnson	3.4	%
Microsoft Corp.	3.2	%
United Parcel Service Inc., Class B	3.1	%

MADISON LARGE CAP VALUE FUND

INVESTMENT STRATEGY HIGHLIGHTS

The Madison Large Cap Value Fund will, under normal market conditions, invest primarily in large cap stocks. The Fund follows a “value” approach, meaning the portfolio managers seek to invest in stocks at prices below their perceived intrinsic value as estimated based on fundamental analysis of the issuing company and its prospects. By investing in value stocks, the Fund attempts to limit the downside risk over time but may also produce smaller gains than other stock funds if their intrinsic values are not realized by the market or if growth-oriented investments are favored by investors. The Fund will diversify its holdings among various industries and among companies within those industries. The Fund typically sells a stock when the fundamental expectations for buying it no longer apply, the price exceeds its intrinsic value or other stocks appear more attractively priced relative to their intrinsic values.

PERFORMANCE DISCUSSION

Average Annual Total Return through October 31, 20151
	% Return Without Sales Charge										% Return After Sales Charge5
									Since
									6/30/06
	1 Year		3 Years		5 Years		10 Years		Inception		1 Year		3 Years		5 Years		10 Years
Class A Shares2		-0.80		11.63		11.90		5.10		–		-6.50		9.46		10.57		4.47
Class B Shares3		-1.49		10.82		11.07		4.47		–		-5.32		9.86		10.80		4.47
Class Y Shares6		-0.51		11.91		12.17		–		4.87		–		–		–		–
Russell 1000® Value
Index		0.53		14.52		13.26		6.75		6.09		NA		NA		NA		NA

See accompanying Notes to Management’s Discussion of Fund Performance.

Madison Large Cap Value Fund (Class Y) returned -0.51% for the twelve-month period, trailing its benchmark, the Russell 1000 Value^® Index, which advanced 0.53%. The Fund’s Morningstar Large Value category peer group returned 0.37% for the same period. Relative to the index, sector allocation was modestly negative and accounted for all of the performance difference between the Fund and the Index. An overweight position in the Consumer Staples sector detracted from the Fund’s results, as did an underweight position in the Technology sector. Stock selection results were positive in the Industrials, Financials, Consumer Staples and Energy sectors, while Technology, Consumer Discretionary, and Health Care stocks negatively impacted the portfolio. Within Industrials, aerospace companies Boeing (BA) and Rockwell Collins (COL) contributed nicely to results as both stocks benefited from an aerospace upcycle. In Financials, specialty insurance company Markel (MKL) was the best performing stock in the portfolio, and strong performance came from another specialty insurance firm, Arch Capital Group (ACGL). On the negative side, two Consumer Discretionary holdings were notable underperformers. Media conglomerate Twenty-First Century Fox (FOXA) was the biggest Fund detractor. Time Warner (TWX) was another media stock with negative returns. Both stocks are facing headwinds from lower pay TV subscribers in the U.S. along with weak advertising revenues. Within Technology, software maker Microsoft, router and switches provider Cisco Systems (CSCO) and data storage company EMC Corp. (EMC) all lagged behind the index. The Fund continues to hold CSCO and MSFT but sold out of FOXA, TWX and EMC during the period.

12

Madison Funds | Management’s Discussion of Fund Performance - Madison Large Cap Value Fund - continued | October 31, 2015

SECTOR ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 10/31/15
				Russell
				1000® Value
	Fund			Index
Consumer Discretionary		4.5	%		5.4	%
Consumer Staples		13.2	%		6.7	%
Energy		7.9	%		13.2	%
Financials		27.4	%		29.7	%
Health Care		7.2	%		11.6	%
Industrials		15.9	%		10.3	%
Information Technology		7.5	%		11.5	%
Materials		–			2.9	%
Telecommunication Services		3.5	%		2.5	%
Utilities		2.6	%		6.2	%
Short-Term Investments and Other Net Assets and Liabilities		10.3	%			–

TOP TEN HOLDINGS AS A PERCENTAGE OF NET ASSETS AS OF 10/31/15
American International Group Inc.	5.0	%
General Electric Co.	4.9	%
Wells Fargo & Co.	4.6	%
McDonald’s Corp.	4.6	%
Pfizer Inc.	4.5	%
JM Smucker Co./The	4.2	%
Markel Corp.	4.1	%
Republic Services Inc.	3.6	%
T-Mobile U.S. Inc.	3.5	%
Exxon Mobil Corp.	3.5	%

MADISON INVESTORS FUND

INVESTMENT STRATEGY HIGHLIGHTS

The Madison Investors Fund invests primarily in the common stocks of established, high-quality growth companies. The Fund typically owns 25-40 securities which are selected using our long-held investment discipline of seeking the highest-quality, proven companies and purchasing them when valuations appear advantageous. A rigorous three-step process is followed when evaluating companies. The business model, the management team and the valuation of each potential investment are considered. Management strives to purchase securities trading at a discount to their intrinsic value as determined by discounted cash flows. Management corroborates this valuation work with additional valuation methodologies. The Fund typically sells a stock when the valuation target the portfolio managers have set for the stock has been achieved, the fundamental business prospects for the company have materially changed, or the portfolio managers find a more attractive alternative.

PERFORMANCE DISCUSSION

Average Annual Total Return through October 31, 20151

% Return Without Sales Charge

% Return After Sales Charge5

Since

Since

9/23/13

9/23/13

1 Year

3 Years

5 Years

10 Years

Inception

1 Year

3 Years

5 Years

10 Years

Inception

Class A Shares2

4.78

–

–

–

10.01

-1.26

–

–

–

6.97

Class Y Shares6

5.07

14.39

12.08

6.81

–

–

–

–

–

–

Class R6 Shares7

5.25

–

–

–

10.54

–

–

–

–

–

S&P 500® Index

5.20

16.20

14.33

7.85

26.95

NA

NA

NA

NA

NA

See accompanying Notes to Management’s Discussion of Fund Performance.

The Madison Investors Fund (Class Y) returned 5.07% for the year ending 10/31/2015. The S&P 500^® Index advanced 5.20% for the same period. The Fund’s performance during the fiscal year lagged its Morningstar Large Growth peer group, which averaged 6.59%. The S&P 500 Index’s performance was driven by the Consumer Discretionary sector, which returned over 20% in total, and the Information Technology sector, which returned 11%. These sectors were offset by weak performance from the Energy sector, which was down over 19%. The Madison Investors Fund’s performance was supported by its underweight in the Energy sector and strong returns from the stocks of Progressive Corporation, Markel Corporation, Accenture Plc and Alphabet Inc. Progressive benefited from strong underwriting results as U.S. consumers increased their miles driven over the past year. Likewise, insurance holding Markel benefited from strong underwriting results and appreciation in its investment portfolio. Information technology consultant Accenture saw strong results from an increase in global information technology spending by corporate customers and strong competitive positioning. Alphabet Inc. benefited from strong advertising results at search engine Google. The Fund’s three most detractive stocks included Discovery Communications, PACCAR Inc. and Jacobs Engineering Group. Discovery Communications is a media content company, and the media industry witnessed some diminution in the number of pay TV subscribers over the past year at the same time that TV ratings were also weak. The weak ratings reduced advertising revenue growth, causing stocks in the industry to decline over the last twelve months. PACCAR and Jacobs Engineering shares were pressured by weak global growth that caused investors to sell stocks with heavy industrial exposure.

SECTOR ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 10/31/15
				S&P 500®
	Fund			Index
Consumer Discretionary		15.1	%		13.1	%
Consumer Staples		14.8	%		9.7	%
Energy		1.4	%		7.1	%
Financials		21.3	%		16.2	%
Health Care		9.9	%		14.6	%
Industrials		14.3	%		10.2	%
Information Technology		16.5	%		20.8	%
Materials			–		3.0	%
Telecommunication Services			–		2.4	%
Utilities			–		2.9	%
Short-Term Investments and Other Net Assets and Liabilities		6.7	%			–

TOP TEN HOLDINGS AS A PERCENTAGE OF NET ASSETS AS OF 10/31/15
Diageo PLC	5.2	%
Johnson & Johnson	4.5	%
Accenture PLC, Class A	4.3	%
Discovery Communications Inc., Class C	4.2	%
Progressive Corp./The	4.0	%
Alphabet Inc., Class C	3.8	%
Berkshire Hathaway Inc., Class B	3.8	%
American Tower Corp.	3.7	%
JM Smucker Co./The	3.7	%
TJX Cos. Inc./The	3.7	%

13

Madison Funds | Management’s Discussion of Fund Performance - continued | October 31, 2015

MADISON LARGE CAP GROWTH FUND

INVESTMENT STRATEGY HIGHLIGHTS

The Madison Large Cap Growth Fund invests primarily in common stocks of larger companies and will, under normal market conditions, maintain at least 80% of its net assets in large cap stocks. Stocks selected for the Fund will represent primarily well-established companies that have a demonstrated pattern of consistent growth. To a lesser extent, the Fund may invest in less-established companies that may offer more rapid growth potential. The Fund has an active trading strategy which will lead to higher portfolio turnover than a more passively-managed fund.

PERFORMANCE DISCUSSION

Average Annual Total Return through October 31, 20151
	% Return Without Sales Charge					% Return After Sales Charge5
	1 Year	3 Years	5 Years	10 Years	Since 6/30/06 Inception	1 Year	3 Years	5 Years	10 Years
Class A Shares2	5.65	14. 55	11. 21	6.65	–	-0.41	12.31	9.90	6.02
Class B Shares3	4.85	13.67	10.39	6.01	–	0.53	12.76	10.12	6.01
Class Y Shares6	5.88	14.82	11.49	–	7.36	–	–	–	–
Russell 1000®Growth Index	9.18	17.94	15.30	9.09	9.42	NA	NA	NA	NA

See accompanying Notes to Management’s Discussion of Fund Performance.

The Madison Large Cap Growth Fund (Class Y) returned 5.88% for the annual period. This compares to 6.59% for the Morningstar Large Growth peer group and 9.18% for the Russell 1000 Growth^® Index (RLG). Narrow market leadership has made it difficult for investors to keep pace with the Index over the last year as strong performance by a few large companies has masked the underlying weakness in the rest of the market. For example, just three companies combined to produce 32% of the RLG’s total return, while the top ten accounted for nearly 60%. One reason for this narrowness is that value holdings were relatively shunned, while high growth companies were favored. This led to a wide discrepancy in sector performance as well, with four sectors producing negative returns over the past year, while just three sectors - Consumer Discretionary, Consumer Staples and Information Technology – managed to beat the 9.18% return of the RLG. Our focus on high quality growth companies, trading at reasonable valuations, proved to be a headwind in a market environment that favored “growth at any price.”

During the past year, the Madison Large Cap Growth Fund’s performance was supported by our overweight to the Consumer Discretionary sector as well as strong results from Accenture Plc, Alphabet Inc. and Starbucks Corp. Information technology consultant Accenture saw strong results from an increase in global information technology spending by corporate customers and strong competitive positioning. Alphabet Inc. benefited from strong advertising results at search engine Google. Our overweight in Energy was a drag on performance, as was QUALCOMM Inc. and media holdings Discovery Communications and CBS Corp. Media companies were hurt by changing TV viewership habits which negatively impacted advertising revenues, and content viewership appears to be moving to other non-TV devices at an increasing rate. Chip maker QUALCOMM has been negatively impacted by business trends in China, including their difficulty in collecting royalty payments in that country.

SECTOR ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 10/31/15
	Fund		Russell 1000® Growth Index
Consumer Discretionary	20.2	%	21.5	%
Consumer Staples	8.6	%	11.0	%
Energy	1.7	%	0.7	%
Financials	3.9	%	5.6	%
Health Care	20.9	%	16.4	%
Industrials	9.2	%	11.0	%
Information Technology†	29.6	%	28.0	%
Materials		–	3.6	%
Telecommunication Services	1.0	%	2.1	%
Utilities		–	0.1	%
Short-Term Investments and Other Net Assets and Liabilities	4.9	%		–

^†Information Technology includes securities in the following industries: Communications Equipment; Computers & Peripherals; Electronic Equipment, Instruments & Components; Internet Software & Services; IT Services; Semiconductors & Semiconductor Equipment; and Software.

TOP TEN HOLDINGS AS A PERCENTAGE OF NET ASSETS AS OF 10/31/15
Alphabet Inc., Class C	5.2%
Apple Inc.	5.0%
Microsoft Corp.	4.7%
Oracle Corp.	3.5%
Gilead Sciences Inc.	3.0%
McDonald’s Corp.	2.8%
Amgen Inc.	2.5%
Accenture PLC, Class A	2.4%
United Parcel Service Inc., Class B	2.2%
Visa Inc., Class A	2.2%

MADISON MID CAP FUND

INVESTMENT STRATEGY HIGHLIGHTS

The Madison Mid Cap Fund invests generally in common stocks, securities convertible into common stocks and related equity securities of midsize companies and will, under normal market conditions, maintain at least 80% of its net assets in such mid-cap securities. The Fund seeks attractive long-term returns through bottom-up security selection based on fundamental analysis in a diversified portfolio of high-quality growth companies with attractive valuations. These will typically be industry leading companies in niches with strong growth prospects. The Fund’s portfolio managers believe in selecting stocks for the Fund that show steady, sustainable growth and reasonable valuation. As a result, stocks of issuers that are believed to have a blend of both value and growth potential will be selected for investment. Stocks are generally sold when target prices are reached, company fundamentals deteriorate or more attractive stocks are identified.

PERFORMANCE DISCUSSION

14

Madison Funds | Management’s Discussion of Fund Performance - Madison Mid Cap Fund - continued | October 31, 2015

Average Annual Total Return through October 31, 20151
	% Return Without Sales Charge						% Return After Sales Charge5
	1 Year	3 Years	5 Years	10 Years	Since 2/29/12 Inception	Since 4/19/13 Inception	1 Year	Since 4/19/13 Inception
Class A Shares2	5.80	–	–	–	–	11.55	-0.31	8.99
Class B Shares3	5.06	–	–	–	–	10.74	1.24	9.59
Class Y Shares6	6.13	13. 87	13. 53	8.02	–	–	–	–
Class R6 Shares7	6.55	0.14	–	–	12.99	–	–	–
Russell Midcap® Index	2.77	16. 61	13. 91	8.85	14.06	13.91	NA	NA

See accompanying Notes to Management’s Discussion of Fund Performance.

The Madison Mid Cap Fund (Class Y) returned 6.13% for the annual period, ahead of its benchmark Russell MidCap^® Index return of 2.77%. The Fund outperformed its peer group, the Morningstar Mid-Cap Growth category, which returned 3.00% for the same period. Individual stock-picking accounted for the majority of the outperformance, while sector allocation was mildly favorable. The biggest positive individual contributors to returns were CDW, Markel, and Advance Auto Parts. The biggest negative contributors were Colfax, Discovery Communications, and Generac. Within the Russell MidCap^® Index, Health Care led the way once again as the top performing sector. We were slightly underweighted in the sector, but two of our Health Care holdings received buyout offers, boosting the sector’s contribution to the Fund. Energy was by far the worst performing sector in the Russell MidCap^® Index. We couldn’t avoid the entire downdraft, but materially outperformed in this sector due to our focus on companies with solid balance sheets and secular growth profiles. Aside from the two buyout offers in the Health Care sector, the Fund had one other holding receive an acquisition offer: Precision Castparts, a new investment made during the year, agreed to be purchased by Berkshire Hathaway. Historically, our style of investing has not lent itself to a lot of buyouts, so this may be an indication of the general level of merger and acquisition activity in the capital markets.

SECTOR ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 10/31/15
	Fund		Russell Midcap® Index
Consumer Discretionary†	26.0	%	16.8	%
Consumer Staples	1.1	%	5.9	%
Energy	4.5	%	4.8	%
Financials±	27.9	%	22.7	%
Health Care	6.1	%	9.3	%
Industrials	14.5	%	12.8	%
Information Technology	9.5	%	14.6	%
Materials	3.4	%	5.9	%
Telecommunication Services		–	1.1	%
Utilities		–	6.1	%
Short-Term Investments and Other Net Assets and Liabilities	7.0	%		–

^†Consumer Discretionary includes securities in the Media and Specialty Retail Industries.
^±Financials includes securities in the following industries: Commercial Banks; Insurance: Real Estate Investment Trusts and Real Estate Management & Development.

TOP TEN HOLDINGS AS A PERCENTAGE OF NET ASSETS AS OF 10/31/15
Markel Corp.	6.5%
Ross Stores Inc.	5.1%
Brown & Brown Inc.	5.0%
Brookfield Asset Management Inc., Class A	4.4%
CDW Corp.	4.4%
Expeditors International of Washington Inc.	3.9%
Copart Inc.	3.9%
Sally Beauty Holdings Inc.	3.7%
Crown Holdings Inc.	3.4%
Laboratory Corp. of America Holdings	3.3%

MADISON SMALL CAP FUND

INVESTMENT STRATEGY HIGHLIGHTS

The Madison Small Cap Fund invests primarily in a diversified mix of common stocks of small cap U.S. companies that are believed to be undervalued by various measures and offer sound prospects for capital appreciation. Under normal market conditions, the Fund will maintain at least 80% of its net assets in such small cap securities. The portfolio managers employ a value-oriented investment approach in selecting stocks, using proprietary fundamental research to identify securities of companies they believe have attractive valuations. The portfolio managers focus on companies with a record of above average rates of profitability that sell at a discount relative to the overall small cap market. Through fundamental research, the portfolio managers seek to identify those companies which possess one or more of the following characteristics: sustainable competitive advantages within a market niche; strong profitability and free cash flows; strong market share positions and trends; quality of and share ownership by management; and financial structures that are more conservative than the relevant industry average.

PERFORMANCE DISCUSSION

Average Annual Total Return through October 31, 20151
	% Return Without Sales Charge						% Return After Sales Charge5
	1 Year	3 Years	5 Years	10 Years	Since 12/27/06 Inception	Since 1/9/07 Inception	1 Year	3 Years	5 Years	10 Years	Since 12/27/06 Inception
Class A Shares2	3.90	13.68	12.64	–	7.18	–	-2.09	11.46	11.30	–	6.47
Class B Shares3	3.10	12.85	11.78	–	6.51	–	-1.29	11.93	11.52	–	6.51
Class Y Shares6	4.16	13.97	12.90	–	7.70		–	–	–	–	–
Russell 2000® Index	0.34	13.90	12.06	7.47	5.77	6.09	–	–	–	–	–
Russell 2000® Value Index	-2.88	11.65	10.53	6.19	3.98	4.30	NA	–	–	–	NA

See accompanying Notes to Management’s Discussion of Fund Performance.

The Madison Small Cap Fund (Class Y) returned 4.16% for the twelve-month period, beating the returns of both the Russell 2000^® Index (0.34%) and the Russell 2000 Value^® Index (-2.88%). The Fund also outperformed its Morningstar Small Cap Blend category peer group, which returned -0.45% over the period. Security selection was the source of relative outperformance during the period as strong selection in the Energy, Health Care and Consumer Staples sectors offset weak stock selection within Information Technology. Sector allocation, a residual of the bottom-up stock selection process, detracted from relative results during the period, driven by overweights to the Energy and Industrials and underweights to the Information Technology and Financial sectors. A frictional cash balance was also a drag on performance during this period of positive absolute returns.

The Fund’s top contributors to relative returns during the period included developer and distributor of branded consumer products in personal care and housewares, Helen of Troy; consumer packaged goods company focused on branded and private label cereals, nutrition, and snack products, Post Holdings; and ICU Medical, a manufacturer of consumable medical products. The Fund’s top detractors from

15

Madison Funds | Management’s Discussion of Fund Performance - Madison Small Cap Fund - continued | October 31, 2015

relative performance during the period included Koppers, a global coal tar distiller and producer of carbon compounds and treated wood products; GATX, a leasing provider specializing in transportation equipment; and Stage Stores, a regional department store operator.

The Fund’s investment approach emphasizes individual stock selection; sector weights are a residual of our bottom-up investment process. The manager does, however, carefully consider diversification across economic sectors to limit risk. Based on bottom-up stock decisions, overweight exposure to the Industrials, Energy, and Consumer Staples sectors increased during the period, while underweight exposure to the Information Technology, Consumer Discretionary, and Health Care sectors grew. We initiated positions in industrial companies TriMas, Tyman, and Primoris Services, as well as Great Western Bancorp within financials. We eliminated our positions in ICON (Health Care), Maximus (Information Technology), UTI Worldwide (Industrials), Koppers Holdings (Materials), Verint Systems (Information Technology), and Zebra Technologies (Information Technology) during the period. As of the end of the period, the Fund was most overweight the Industrial and Energy sectors relative to the Russell 2000^® Index, and most underweight Information Technology and Consumer Discretionary. Based on our two- to three-year time horizon we continue to find opportunities created by the inefficiencies frequently found among small cap companies.

SECTOR ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 10/31/15
	Fund		Russell 2000® Value Index
Consumer Discretionary	7.0	%	10.3	%
Consumer Staples	5.4	%	3.3	%
Energy	6.2	%	4.9	%
Financials	20.8	%	43.6	%
Health Care	10.8	%	4.2	%
Industrials†	29.3	%	11.6	%
Information Technology	8.7	%	10.5	%
Materials	4.8	%	3.3	%
Telecommunication Services		–	0.9	%
Utilities	3.4	%	7.4	%
Short-Term Investments and Other Net Assets and Liabilities	3.6	%		–
†Industrials includes securities in the following industries: Aerospace & Defense; Building Products; Commercial Services & Supplies; Construction & Engineering; Electrical Equipment; Machinery; Professional Services and Trading Companies & Distributors.

TOP TEN HOLDINGS AS A PERCENTAGE OF NET ASSETS AS OF 10/31/15
Mueller Industries Inc.	2.7%
Webster Financial Corp.	2.5%
Belden Inc.	2.5%
G&K Services Inc.	2.4%
International Bancshares Corp.	2.1%
Cubic Corp.	1.9%
Albany International Corp.	1.9%
Sensient Technologies Corp.	1.9%
Helen of Troy Ltd.	1.9%
STERIS Corp.	1.9%

MADISON NORTHROAD INTERNATIONAL FUND

INVESTMENT STRATEGY HIGHLIGHTS

The Madison NorthRoad International Fund seeks to achieve its investment objective by investing, under normal market conditions, at least 80% of its net assets in the stock of foreign companies, with an emphasis on companies with a market capitalization of approximately $3 billion or greater. The Fund expects to have a relatively focused portfolio of between 25-50 holdings.

PERFORMANCE DISCUSSION

Average Annual Total Return through October 31, 20151,8
	% Return Without Sales Charge
	1 Year	3 Years	5 Years	Since 12/31/08 Inception	Since 2/29/12 Inception
Class Y Shares6	-2.63	6.01	5.09	9.33	–
Class R6 Shares7	-2.25	0.06	–	–	5.38
MSCI EAFE Index (net)	-0.07	8.02			6.41

See accompanying Notes to Management’s Discussion of Fund Performance.

The Madison NorthRoad International Stock Fund (Class Y) returned -2.63% for the twelve-month period, lagging the -0.07% return of its benchmark MSCI EAFE Index (net). The Fund’s Morningstar Foreign Large Blend category peer group returned -1.58% over the same span.

However, the Fund outperformed both the MSCI EAFE Value Index and the MSCI ACWI ex US Index, which declined by 4.2% and 4.7%, respectively. During the year, the hardest hit sectors were those most exposed to a slowdown in emerging market economies, and more broadly the global economy, including the Energy and Materials sectors. Energy stocks fell by more than 20%. As valuations became more attractive, the portfolio increased its exposure to high quality, but cyclically-exposed, businesses. This weighed on performance. However, strong stock selection in both Energy and Materials helped offset the portfolio’s overweightings compared to the MSCI EAFE Index. Examples of where the Fund added capital include Total, a French-based integrated oil company, BHP, an Australian-based metals and mining company, and TE Connectivity, a manufacturer of connectors and sensors. Our valuation discipline also led us to reduce exposure to holdings that had seen their valuation multiples expand significantly prior to the most recent correction. One example was our sale earlier in the year of RELX group, an Anglo-Dutch information solutions provider. Its share price had appreciated sharply and surpassed our fundamental value target, trading at over 20x earnings. We redeployed that capital into lower multiple stocks that offered a better tradeoff between the price we paid and their long-term financial productivity.

GEOGRAPHICAL ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 10/31/15
Europe (excluding United Kingdom)	50.2%
United Kingdom	26.1%
Japan	9.2%
Pacific Basin (excluding Japan)	5.8%
Middle East	1.8%
Latin America	1.7%
Short-Term Investments and Other Net Assets and Liabilities	5.2%

16

Madison Funds | Management’s Discussion of Fund Performance - Madison NorthRoad International Fund - continued | October 31, 2015

TOP TEN HOLDINGS AS A PERCENTAGE OF NET ASSETS AS OF 10/31/15
Diageo PLC	3.7%
SAP SE	2.9%
Total S.A.	2.8%
BG Group PLC	2.8%
Novartis AG	2.7%
Sanofi	2.7%
TE Connectivity Ltd.	2.7%
Mitsubishi UFJ Financial Group Inc.	2.7%
Nestle S.A.	2.5%
Telefonaktiebolaget LM Ericsson	2.5%

MADISON INTERNATIONAL STOCK FUND

INVESTMENT STRATEGY HIGHLIGHTS

The Madison International Stock Fund will invest, under normal market conditions, at least 80% of its net assets in the stock of foreign companies. Typically, a majority of the Fund’s assets are invested in relatively large capitalization stocks of companies located or operating in developed countries. The Fund may also invest up to 30% of its assets in securities of companies whose principal business activities are located in emerging market countries. The portfolio managers typically maintain this segment of the Fund’s portfolio in such stocks which it believes have a low market price relative to their perceived value based on fundamental analysis of the issuing company and its prospects. The Fund may also invest in foreign debt and other income bearing securities at times when it believes that income bearing securities have greater capital appreciation potential than equity securities.

PERFORMANCE DISCUSSION

Average Annual Total Return through October 31, 20151
	% Return Without Sales Charge					% Return After Sales Charge5
	1 Year	3 Years	5 Years	10 Years	Since 6/30/06 Inception	1 Year	3 Years	5 Years	10 Years
Class A Shares2	0.83	7.86	5.86	4.86	–	-5.00	5.75	4.61	4.24
Class B Shares3	0.06	7.06	5.06	4.23	–	-4.37	6.03	4.73	4.23
Class Y Shares6	1.09	8.12	6.12	–	3.78	–	–	–	–
MSCI EAFE Index (net)	-0.07	8.02	4.81	4.05	2.51	NA	NA	NA	NA

See accompanying Notes to Management’s Discussion of Fund Performance.

The Madison International Stock Fund (Class Y) returned 1.09% for the twelve-month period, beating the -0.07% return of its benchmark MSCI EAFE Index (net). The Fund also outperformed the Morningstar Foreign Large Blend category peer group’s return of -1.58% over the same span.

Stock selection in the Financial sector was additive to relative returns, as shares of Japanese real estate construction company Daiwa House rose in a negative market on better-than-expected results, while British credit card company Provident Financial offered a strong outlook, highlighting a rise and improvement in credit quality amid a stronger UK economy. In the Industrials sector, the continued European economic recovery and lower oil prices were favorable for both domestic and international air travel, which benefited British airline International Consolidated and Ireland’s discount airline Ryanair.

In contrast, stock selection in Telecom Services detracted from relative returns as shares of Japanese conglomerate SoftBank fell on concerns about slowing growth at its Chinese e-commerce holding, Alibaba. The stock recovered somewhat in the most recent month as Alibaba reported encouraging results. Also in the sector, a holding in Turkcell hurt returns, exacerbated by a weak Turkish lira and political uncertainty despite strong company fundamentals. Additionally, the portfolio suffered from exposure to emerging markets, as holdings in Brazil such as BB Seguridade and Estacio were hurt by adverse economic conditions and by the decline in the real. In Greece, shares of Piraeus Bank and Hellenic Telecom declined due to the uncertainty of the country leaving the euro. The positions in Piraeus Bank and Hellenic Telecom were sold prior to the implementation of capital controls that closed the banking system for three weeks.

During the prior 12 months, interesting stock-specific opportunities led to changes in our exposures. In the Financial sector, the portfolio’s underweight exposure was neutralized following the purchases of Aon (UK), Azimut (Italy), BB Seguridade (Brazil), Credit Suisse (Switzerland), KBC (Belgium), and National Bank of Canada, even as positions in AEON Financial (Japan), GAM (Switzerland), and Piraeus Bank (Greece) were sold. Purchases of Iliad (France), KPN (Netherlands), Telenor (Norway), and Turkcell (Turkey), increased the portfolio’s overweight exposure to the Telecom Services sector, despite a sale of Rogers Communications (Canada). Within the Energy sector, despite the overall exposure to the sector decreasing, the portfolio went from slightly underweight to slightly overweight as we initiated positions in BG (UK), Encana (Canada), and Total (France), and exited positions in Eni (Italy) and Petroleum Geo-Services (Norway). In the Industrials sector, sales of Airbus (France), Daikin (Japan), and Rolls-Royce (UK), resulted in an overweight exposure becoming an underweight exposure despite new purchases in Vinci (France) and Wolseley (UK). An overweight exposure to the Consumer Discretionary sector narrowed on sales of Asics (Japan), BMW (Germany), Estacio (Brazil), Mediaset Espana (Spain), Swatch (Switzerland), Taylor Wimpey (UK), and William Hill (UK), which were only slightly offset by purchases of ABC Mart (Japan), Isuzu (Japan), Sony (Japan), and Wolters Kluwer (Netherlands). In the Health Care sector, the portfolio’s overweight exposure declined on the sale of Sanofi (France), while the underweight exposure in Information Technology was largely unchanged, despite a sale of NXP Semiconductors (Netherlands) as the stock approached its fair value within a relatively short timeframe. Elsewhere, the underweight to Materials persists, as a purchase of BHP (UK) was offset by sales of Anglo American (UK) and Glencore (UK). In the Consumer Discretionary sector, relative exposure remained slightly underweight. On a regional basis, an overweight to the United Kingdom decreased, while the underweight to Continental Europe lessened. Meanwhile, exposure to Japan and emerging markets decreased during the period.

GEOGRAPHICAL ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 10/31/15
Europe (excluding United Kingdom)	42.8	%
United Kingdom	21.4	%
Japan	19.0	%
Emerging Markets	4.8	%
Canada	2.9	%
Middle East	2.1	%
Pacific Basin (excluding Japan)	2.1	%
Short-Term Investments and Other Net Assets and Liabilities	4.9	%

17

Madison Funds | Management’s Discussion of Fund Performance - Madison International Stock Fund - continued | October 31, 2015

TOP TEN HOLDINGS AS A PERCENTAGE OF NET ASSETS AS OF 10/31/15
Novartis AG	4.4%
Anheuser-Busch InBev N.V.	3.0%
Daiwa House Industry Co. Ltd.	2.9%
Prudential PLC	2.9%
Bayer AG	2.8%
British American Tobacco PLC	2.8%
Sumitomo Mitsui Financial Group Inc.	2.3%
Shire PLC	2.3%
Don Quijote Holdings Co. Ltd.	2.2%
Teva Pharmaceutical Industries Ltd.	2.1%

MADISON HANSBERGER INTERNATIONAL GROWTH FUND

INVESTMENT STRATEGY HIGHLIGHTS

The Hansberger International Growth Fund seeks to achieve its investment objective by investing at least 80% of total assets in the equity securities (including common stock, preferred stock and convertible securities) of companies organized or located outside of the U.S. Even though these companies are based outside of the U.S., their securities may be traded on U.S. securities markets. The Fund will invest in at least three different countries and generally expects to be invested in more than three countries, including countries considered to be emerging market countries. The Fund anticipates that it will invest primarily in common stock, though the balance of its equity holdings may vary.

PERFORMANCE DISCUSSION

Average Annual Total Return through October 31, 20151
	% Return Without Sales Charge
	1 Year	3 Years	5 Years	10 Years	Since 9/13/05 Inception
Class Y Shares6,9	1.27	5.62	2.58	3.51	3.18
Class I Shares8	1.41	5.83	2.79	3.73	–
MSCI ACWI ex-USA (net)	-4.68	4.69	2.60	4.16	3.96

See accompanying Notes to Management’s Discussion of Fund Performance.

The Madison Hansberger International Growth Fund (Class Y) returned 1.27% for the twelve-month period, beating the -4.68% return of its benchmark MSCI ACWI ex USA Index (net). The Fund also outperformed its Morningstar Foreign Large Growth category peer group which returned 0.96% over the same timeframe. The Fund was structured to target exposure to companies that, on average, tend to be more profitable and which are capable of growing their earnings at a faster rate over the long-term. These types of companies typically reinvest in their own business opportunities rather than pay out high dividends. Geographically, Europe is the Fund’s largest regional weight and was the second largest contributor to performance as companies such as Carnival, NICE Systems, Fresenius and Kingspan all posted positive returns. The Fund’s holdings in emerging markets were the largest contributor to outperformance versus the Index with Ping An Insurance, LG Household & Health and Dr. Reddy’s Laboratories all posting strong returns during the period. Eight out of ten sectors contributed positively to performance led by the Financial, Consumer Discretionary and Information Technology sectors. The Materials and Telecommunication Services sectors were the only detractors from performance during the period.

GEOGRAPHICAL ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 10/31/15
Europe (excluding United Kingdom)	37.2	%
Japan	20.8	%
Emerging Markets	20.1	%
United Kingdom	14.6	%
Pacific Basin (excluding Japan)	10.4	%
Canada	5.7	%
Latin America	3.2	%
Short-Term Investments and Other Net Assets and Liabilities*	-12.0	%
*Primarily represents a large shareholder redemption October 31. Trades processed November 1 after fiscal year end to raise cash.

TOP TEN HOLDINGS AS A PERCENTAGE OF NET ASSETS AS OF 10/31/15
Tencent Holdings Ltd.	4.1%
Toyota Motor Corp.	4.0%
Nidec Corp.	3.7%
Keyence Corp.	3.0%
SoftBank Group Corp.	2.9%
Nomura Holdings Inc.	2.9%
AIA Group Ltd.	2.8%
Alibaba Group Holding Ltd.	2.8%
Ping An Insurance Group Co. of China Ltd.	2.8%
LG Household & Health Care Ltd.	2.6%

TARGET RETIREMENT DATE FUNDS

PERFORMANCE SUMMARY

The Madison Target Retirement 2020, 2030, 2040 and 2050 Funds’ strong performance for the year was enhanced by our very consistent and deliberate approach to comprehensive risk management. For example, as the year progressed, we became increasingly concerned with stretched equity valuations, slowing global growth and increasingly unpredictable Federal Reserve policy. In addition, growing weakness in the U.S. credit markets (widening risk spreads) and poor market breadth (narrow sector leadership) corroborated our view that the risk/reward climate for stocks was turning increasingly unfavorable. Accordingly, we came to view these factors as actionable catalysts, prompting our shift to a decidedly defensive posture by mid-August (2015). This timely reduction in risk exposures proved beneficial as risk assets were subjected to a historically significant increase in volatility in late August.

18

Madison Funds | Management’s Discussion of Fund Performance - continued | October 31, 2015

MADISON TARGET RETIREMENT 2020 FUND

INVESTMENT STRATEGY HIGHLIGHTS

The Madison Target Retirement 2020 Fund invests primarily in shares of registered investment companies according to an asset allocation strategy developed by the Fund’s investment adviser for investors planning to retire in or within a few years of 2020. Over time, the Fund’s asset allocation will gradually shift until it reaches the more conservative allocation target of approximately 15-30% in stock funds and 70-85% in bond funds. The asset allocation strategy is designed to reduce the volatility of investment returns in the later years while still providing the potential for higher total returns over the target period.

PERFORMANCE DISCUSSION

Average Annual Total Return through October 31, 20151
	% Return Without Sales Charge
	1 Year	3 Years	5 Years	Since 10/1/07 Inception	Since 8/29/14 Inception
Class R6 Shares Actual7	2.61	–	–	–	2.22
Class R6 Shares Hypothetical10	–	6.85	6.61	2.32	–
S&P Target Date® To 2020 Index	1.33	6.57	6.24	3.60	0.78
Dow Jones Global Target 2020 Index	0.40	5.13	5.45	3.65	-0.94

See accompanying Notes to Management’s Discussion of Fund Performance.

The Madison Target Retirement 2020 Fund (Class R6) returned 2.61% for the one-year period, bettering its S&P Target Date^® To 2020 benchmark return of 1.33%. The Fund also outperformed its peers as measured by Morningstar’s Target Date 2016-2020 category, which advanced 0.21% for the year.

PORTFOLIO ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 10/31/15
Bond Funds	60.6	%
Stock Funds	27.4	%
Foreign Stock Funds	7.5	%
Alternative Funds	2.5	%
Money Market Funds and Other Net Assets	2.0	%
TOP TEN HOLDINGS AS A PERCENTAGE OF NET ASSETS AS OF 10/31/15
iShares 3-7 Year Treasury Bond ETF	30.1	%
SPDR S&P 500 ETF Trust	13.9	%
iShares 7-10 Year Treasury Bond ETF	12.5	%
iShares TIPS Bond Fund ETF	6.0	%
Metropolitan West High Yield Bond Fund Class I	5.0	%
PowerShares Buyback Achievers Portfolio ETF	4.0	%
Baird Aggregate Bond Fund Institutional Shares	2.5	%
SPDR Gold Shares	2.5	%
Metropolitan West Total Return Bond Fund Class I	2.5	%
iShares Core S&P Mid-Cap ETF	2.0	%

MADISON TARGET RETIREMENT 2030 FUND

INVESTMENT STRATEGY HIGHLIGHTS

The Madison Target Retirement 2030 Fund invests primarily in shares of registered investment companies according to an asset allocation strategy developed by the Fund’s investment adviser for investors planning to retire in or within a few years of 2030. Over time, the Fund’s asset allocation will gradually shift until it reaches the more conservative allocation target of approximately 15-30% in stock funds and 70-85% in bond funds. The asset allocation strategy is designed to reduce the volatility of investment returns in the later years while still providing the potential for higher total returns over the target period.

PERFORMANCE DISCUSSION

Average Annual Total Return through October 31, 20151
	% Return Without Sales Charge
	1 Year	3 Years	5 Years	Since 10/1/07 Inception	Since 8/29/14 Inception
Class R6 Shares Actual7	2.76	–	–	–	2.26
Class R6 Shares Hypothetical11	–	9.02	8.01	2.63	–
S&P Target Date® To 2030 Index	1.35	8.25	7.43	3.42	0.55
Dow Jones Global Target 2030 Index	0.80	8.23	7.54	3.92	-0.71

See accompanying Notes to Management’s Discussion of Fund Performance.

The Madison Target Retirement 2030 Fund (Class R6) returned 2.76% for the one-year period, bettering its S&P Target Date^® To 2030 benchmark return of 1.35%. The Fund also outperformed its peers as measured by Morningstar’s Target Date 2026-2030 category, which advanced 0.30% for the year.

PORTFOLIO ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 10/31/15
Stock Funds	43.8	%
Bond Funds	39.1	%
Foreign Stock Funds	12.0	%
Alternative Funds	3.1	%
Money Market Funds and Other Net Assets	2.0	%
TOP TEN HOLDINGS AS A PERCENTAGE OF NET ASSETS AS OF 10/31/15
SPDR S&P 500 ETF Trust	23.6	%
iShares 3-7 Year Treasury Bond ETF	21.0	%
iShares 7-10 Year Treasury Bond ETF	7.5	%
PowerShares Buyback Achievers Portfolio ETF	7.1	%
iShares TIPS Bond Fund ETF	5.1	%
SPDR Gold Shares	3.1	%
iShares Core S&P Mid-Cap ETF	3.0	%
iShares MSCI EAFE Minimum Volatility ETF	3.0	%
WisdomTree Europe Hedged Equity Fund	2.9	%
Vanguard Information Technology ETF	2.5	%

19

Madison Funds | Management’s Discussion of Fund Performance - continued | October 31, 2015

MADISON TARGET RETIREMENT 2040 FUND

INVESTMENT STRATEGY HIGHLIGHTS

The Madison Target Retirement 2040 Fund invests primarily in shares of registered investment companies according to an asset allocation strategy developed by the Fund’s investment adviser for investors planning to retire in or within a few years of 2040. Over time, the Fund’s asset allocation will gradually shift until it reaches the more conservative allocation target of approximately 15-30% in stock funds and 70-85% in bond funds. The asset allocation strategy is designed to reduce the volatility of investment returns in the later years while still providing the potential for higher total returns over the target period.

PERFORMANCE DISCUSSION

Average Annual Total Return through October 31, 20151
	% Return Without Sales Charge
	1 Year	3 Years	5 Years	Since 10/1/07 Inception	Since 8/29/14 Inception
Class R6 Shares Actual7	2.86	–	–	–	2.26
Class R6 Shares Hypothetical12	–	10.07	8.70	2.31	–
S&P Target Date® To 2040 Index	1.27	9.56	8.38	3.25	0.24
Dow Jones Global Target 2040 Index	0.54	10.33	8.86	4.20	-1.09

See accompanying Notes to Management’s Discussion of Fund Performance.

The Madison Target Retirement 2040 Fund (Class R6) returned 2.86% for the one-year period, bettering its S&P Target Date^® To 2040 benchmark return of 1.27%. The Fund also outperformed its peers as measured by Morningstar’s Target Date 2036-2040 category, which advanced 0.27% for the year.

PORTFOLIO ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 10/31/15
Stock Funds	51.4	%
Bond Funds	29.1	%
Foreign Stock Funds	14.5	%
Alternative Funds	3.0	%
Money Market Funds and Other Net Assets	2.0	%
TOP TEN HOLDINGS AS A PERCENTAGE OF NET ASSETS AS OF 10/31/15
SPDR S&P 500 ETF Trust	25.9	%
iShares 3-7 Year Treasury Bond ETF	15.1	%
PowerShares Buyback Achievers Portfolio ETF	8.0	%
iShares 7-10 Year Treasury Bond ETF	5.0	%
iShares TIPS Bond Fund ETF	4.5	%
iShares MSCI EAFE Minimum Volatility ETF	4.0	%
WisdomTree Europe Hedged Equity Fund	3.5	%
iShares Core S&P Mid-Cap ETF	3.5	%
Vanguard Information Technology ETF	3.5	%
SPDR Gold Shares	3.0	%

MADISON TARGET RETIREMENT 2050 FUND

INVESTMENT STRATEGY HIGHLIGHTS

The Madison Target Retirement 2050 Fund invests primarily in shares of registered investment companies according to an asset allocation strategy developed by the Fund’s investment adviser for investors planning to retire in or within a few years of 2050. Over time, the Fund’s asset allocation will gradually shift until it reaches the more conservative allocation target of approximately 15-30% in stock funds and 70-85% in bond funds. The asset allocation strategy is designed to reduce the volatility of investment returns in the later years while still providing the potential for higher total returns over the target period.

PERFORMANCE DISCUSSION

Average Annual Total Return through October 31, 20151
	% Return Without Sales Charge
	1 Year	3 Years	Since 1/3/11 Inception	Since 8/29/14 Inception
Class R6 Shares Actual7	2.87	–	–	2.27
Class R6 Shares Hypothetical13	–	11.17	8.68	–
S&P Target Date® To 2050 Index	1.23	10.57	6.66	0.00
Dow Jones Global Target 2050 Index	0.43	10.85	4.38	-1.24

See accompanying Notes to Management’s Discussion of Fund Performance.

The Madison Target Retirement 2050 Fund (Class R6) returned 2.87% for the one-year period, bettering its S&P Target Date^® To 2050 benchmark return of 1.23%. The Fund also outperformed its peers as measured by Morningstar’s Target Date 2046-2050 category, which advanced 0.36% for the year.

PORTFOLIO ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 10/31/15
Stock Funds	58.9	%
Bond Funds	19.1	%
Foreign Stock Funds	17.0	%
Alternative Funds	3.0	%
Money Market Funds and Other Net Assets	2.0	%
TOP TEN HOLDINGS AS A PERCENTAGE OF NET ASSETS AS OF 10/31/15
SPDR S&P 500 ETF Trust	27.9	%
iShares 3-7 Year Treasury Bond ETF	9.0	%
PowerShares Buyback Achievers Portfolio ETF	8.0	%
iShares MSCI EAFE Minimum Volatility ETF	5.0	%
Vanguard Information Technology ETF	4.5	%
iShares TIPS Bond Fund ETF	4.0	%
WisdomTree Europe Hedged Equity Fund	4.0	%
iShares Core S&P Mid-Cap ETF	4.0	%
Schwab U.S. Dividend Equity ETF	4.0	%
SPDR Gold Shares	3.0	%

20

Madison Funds | October 31, 2015

 Notes to Management’s Discussion of Fund Performance

NA	Not Applicable. Index returns do not reflect sales charges, fees or expenses.
1	Fund returns are calculated after fund expenses have been subtracted and assume that dividends and capital gains are reinvested in additional shares of the fund. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Investment return and principal value will fluctuate, so an investor’s shares, when redeemed, may be worth more or less than original cost. Further information relating to the fund’s performance is contained in the prospectus and elsewhere in this report. The fund’s past performance is not indicative of future performance. Current performance may be lower or higher than the performance data cited. For fund performance data current to the most recent month-end, please call 1-800-877-6089 or visit www.madisonfunds.com. Indices are unmanaged and investors cannot invest in them directly. Index returns do not reflect fees or expenses.
2	Maximum sales charge is 5.75% for class A shares for the Conservative, Moderate and Aggressive Allocation Funds and the Diversified Income, Equity Income, Large Cap Value, Investors, Large Cap Growth, Mid Cap, Small Cap and International Stock Funds. The maximum sales charge is 4.50% for the Core Bond and High Income Fund class A shares.
3	Maximum contingent deferred sales charge (CDSC) is 4.50% for class B shares, which is reduced after 12 months and eliminated after six years.
4	Maximum contingent deferred sales charge (CDSC) is 1% for class C shares, which is eliminated after one year.
5	Assumes maximum applicable sales charge.
6	Class Y Shares are only available for purchase by Madison Funds and other affiliated asset allocation funds, in managed account programs, and to certain other investors as described in the current prospectus.
7	Class R6 shares are generally only available for purchase by retirement plan investors and certain other institutional investors.
8	Prior to June 30, 2011, the NorthRoad International Fund was known as the Madison Mosaic Small/Mid-Cap Fund and had different investment objectives and strategies. Its portfolio holdings were liquidated on June 29, 2011, and the fund began implementing its new investment objectives and strategies thereafter. Because the fund had different objectives and strategies prior to June 30, 2011, comparison to the MSCI EAFE index for period before June 30, 2011 is not provided.
9	After market close on July 31, 2014, Madison Asset Management assumed the investment management of the Hansberger International Growth Fund. See Note 1 of the Notes to Financial Statements for further information.

10	The performance data presented here are returns calculated using historical performance prior to 8/29/14 from the Class I shares of the Ultra Series Madison Target Retirement 2020 Fund (the “Predecessor Fund”), and therefore are hypothetical. As of 8/29/14, the inception date of the Madison Target Retirement 2020 Fund, the Predecessor Fund exchanged (in kind) substantially all of its portfolio holdings for Class R6 shares of the Madison Target Retirement 2020 Fund. Both the Madison Target Retirement 2020 Fund and Predecessor Fund are managed by the same investment adviser and portfolio managers.
11	The performance data presented here are returns calculated using historical performance prior to 8/29/14 from the Class I shares of the Ultra Series Madison Target Retirement 2030 Fund (the “Predecessor Fund”), and therefore are hypothetical. As of 8/29/14, the inception date of the Madison Target Retirement 2030 Fund, the Predecessor Fund exchanged (in kind) substantially all of its portfolio holdings for Class R6 shares of the Madison Target Retirement 2030 Fund. Both the Madison Target Retirement 2030 Fund and Predecessor Fund are managed by the same investment adviser and portfolio managers.
12	The performance data presented here are returns calculated using historical performance prior to 8/29/14 from the Class I shares of the Ultra Series Madison Target Retirement 2040 Fund (the “Predecessor Fund”), and therefore are hypothetical. As of 8/29/14, the inception date of the Madison Target Retirement 2040 Fund, the Predecessor Fund exchanged (in kind) substantially all of its portfolio holdings for Class R6 shares of the Madison Target Retirement 2040 Fund. Both the Madison Target Retirement 2040 Fund and Predecessor Fund are managed by the same investment adviser and portfolio managers.
13	The performance data presented here are returns calculated using historical performance prior to 8/29/14 from the Class I shares of the Ultra Series Madison Target Retirement 2050 Fund (the “Predecessor Fund”), and therefore are hypothetical. As of 8/29/14, the inception date of the Madison Target Retirement 2050 Fund, the Predecessor Fund exchanged (in kind) substantially all of its portfolio holdings for Class R6 shares of the Madison Target Retirement 2050 Fund. Both the Madison Target Retirement 2050 Fund and Predecessor Fund are managed by the same investment adviser and portfolio managers.

21

Madison Funds | Notes to Management’s Discussion of Fund Performance - continued | October 31, 2015

BENCHMARK DESCRIPTIONS

Allocation Fund Indexes*
The Conservative Allocation Fund Custom Index consists of 28% Russell 3000 Index, 7% MSCI ACWI ex-US Index and 65% Barclays US Aggregate Bond Index. See market index descriptions below.

The Moderate Allocation Fund Custom Index consists of 48% Russell 3000 Index, 12% MSCI ACWI ex-US Index and 40% Barclays US Aggregate Bond Index. See market index descriptions below.

The Aggressive Allocation Fund Custom Index consists of 64% Russell 3000 Index, 16% MSCI ACWI ex-US Index and 20% Barclays US Aggregate Bond Index. In 2014, the Aggressive Allocation Fund Custom Index consisted of 68% Russell 3000 Index, 17% MSCI AWCI ex-USA Index and 15% Barclays U.S. Aggregate Bond Index. See market index descriptions below.

Target Date Fund Indexes
Effective February 28, 2015 the Target Date Fund Indexes were changed from the Dow Jones Global Target Indexes to the S&P Target Date^®To Index Series. See below.

Dow Jones Global Target Indexes

• The Dow Jones Global Target 2020 Index is a benchmark for multi-asset class portfolios with risk profiles that become more conservative as the year 2020 approaches. The index is a composite of other indexes that represent stocks, bonds and cash.

• The Dow Jones Global Target 2030 Index is a benchmark for multi-asset class portfolios with risk profiles that become more conservative as the year 2030 approaches. The index is a composite of other indexes that represent stocks, bonds and cash.

• The Dow Jones Global Target 2040 Index is a benchmark for multi-asset class portfolios with risk profiles that become more conservative as the year 2040 approaches. The index is a composite of other indexes that represent stocks, bonds and cash.

• The Dow Jones Global Target 2050 Index is a benchmark for multi-asset class portfolios with risk profiles that become more conservative as the year 2050 approaches. The index is a composite of other indexes that represent stocks, bonds and cash.

The S&P Target Date^® To Index Series
The S&P Target Date^® “To” Index Series consists of multi-asset class indices, and corresponds to specific target retirement dates. The series reflects the consensus asset allocation and glide path of a subset of target date funds that generally pursue investment policies characterized by static total equity exposure after retirement and a relatively conservative total equity exposure near retirement. As the overall universe becomes more conservative with the approach of each target date year, so will the index. The asset allocation is based on market observations through an annual survey of “to” target date fund managers, and is categorized by S&P Dow Jones Indices.

• The S&P Target Date^® To 2020 is a benchmark for multi-class asset portfolios that corresponds to the target retirement date 2020.

• The S&P Target Date^® To 2030 is a benchmark for multi-class asset portfolios that corresponds to the target retirement date 2030.

• The S&P Target Date^® To 2040 is a benchmark for multi-class asset portfolios that corresponds to the target retirement date 2040.

• The S&P Target Date^® To 2050 is a benchmark for multi-class asset portfolios that corresponds to the target retirement date 2050.

Hybrid Fund Indexes*
The Custom Blended Index consists of 50% S&P 500^® Index and 50% Bank of America Merrill Lynch U.S. Corporate, Government & Mortgage Index. See market index descriptions below.

Market Indexes
The CBOE S&P 500 BuyWrite Index^SM (BXM) is a benchmark index designed to track the performance of a hypothetical buy-write strategy (i.e. holding a long position in and selling covered call options on that position) on the S&P 500^® Index.

The Bank of America Merrill Lynch U.S. Corporate, Government & Mortgage Index is a broad-based measure of the total rate of return performance of the U.S. investment-grade bond markets. The index is a capitalization-weighted aggregation of outstanding U.S. treasury, agency and supranational mortgage pass-through, and investment-grade corporate bonds meeting specified selection criteria.

The Bank of America Merrill Lynch U.S. High Yield Master II Constrained Index tracks the performance of below investment grade U.S. dollar denominated corporate bonds publicly issued in the U.S. domestic market, but limits any individual issuer to a maximum weighting of 2%.

The Barclays U.S. Credit Bond Index is an unmanaged, market capitalization weighted index that covers the U.S. dollar denominated fixed-rate, taxable bond market, with maturities of one year or more.

The Barclays U.S. Aggregate Bond Index is a broad-based flagship benchmark that measures the investment grade, U.S. dollar-denominated, fixed-rate taxable bond market. The index includes Treasuries, government-related and corporate securities, mortgage backed-securities, asset-backed securities and corporate securities, with maturities greater than one year.

The Barclays U.S. Intermediate Government Credit Bond Index measures the performance of U.S. dollar denominated U.S. Treasuries, government related and investment grade U.S. corporate securities with maturities between one and 10 years.

The Barclays U.S. Intermediate Government Credit A+ Bond Index measures the performance of U.S. dollar denominated U.S. Treasuries, government related and investment grade U.S. corporate securities with quality ratings of A3/A- or better and maturities between one and 10 years.

The Barclays Municipal Bond Index measures the performance of the U.S. dollar denominated long-term tax exempt bond market.

THE MSCI ACWI ex-U.S. Index is a market-capitalization-weighted index maintained by Morgan Stanley Capital International (MSCI) and designed to provide a broad measure of stock performance throughout the world, with the exception of U.S.-based companies. The Index includes both developed and emerging markets.

The MSCI EAFE (Europe, Australasia & Far East) Index is a free-float adjusted market capitalization index that is designed to measure developed market equity performance, excluding the U.S. and Canada. The MSCI EAFE Index (net) is calculated on a total return basis with dividends reinvested after the deduction of withholding taxes.

22

Madison Funds | Notes to Management’s Discussion of Fund Performance - concluded | October 31, 2015

The Russell 1000^® Growth Index is a large-cap market index which measures the performance of those Russell 1000 companies with higher price-to-book ratios and higher forecasted growth values.

The Russell 1000^® Value Index is a large-cap market index which measures the performance of those Russell 1000 companies with lower price-to-book ratios and lower forecasted growth values.

The Russell 2000^® Index is a small-cap market index which measures the performance of the smallest 2,000 companies in the Russell 3000^® Index.

The Russell 2000^® Value Index measures the performance of small-cap value segment of the U.S. equity universe. It includes those Russell 2000^® Index companies with lower price-to-book ratios and lower forecasted growth values.

The Russell Midcap^® Index is a mid-cap market index which measures the performance of the mid-cap segment of the U.S. equity universe.

The S&P 500^® Index is a large-cap market index which measures the performance of a representative sample of 500 leading companies in leading industries in the U.S.

*The Custom Indexes are calculated using a monthly re-balancing frequency (i.e. rebalanced back to original constituent weight every calendar month-end).

© 2015 Morningstar, Inc. All rights reserved. The information contained herein: (1) is proprietary to Morningstar and/or its content providers; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete, or timely. Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this information.

Russell Investment Group is the source and owner of the trademarks, service marks and copyrights related to the Russell Indexes. Russell^® is a trademark of Russell Investment Group.

Past performance is no guarantee of future results.

23

Madison Funds | October 31, 2015

 Madison Conservative Allocation Fund Portfolio of Investments

	Shares	Value (Note 2)
INVESTMENT COMPANIES - 99.9%
Alternative Funds - 2.7%
SPDR Gold Shares*	18,268	$	1,996,692
Bond Funds - 61.4%
Baird Aggregate Bond Fund Institutional Shares	465,531		4,999,805
iShares 3-7 Year Treasury Bond ETF	51,921		6,433,531
iShares 7-10 Year Treasury Bond ETF	48,841		5,226,964
iShares TIPS Bond Fund ETF	6,966		772,947
Madison Core Bond Fund Class Y (A)	1,574,009		15,850,270
Madison Corporate Bond Fund Class Y (A)	446,801		5,066,719
Metropolitan West Total Return Bond Fund Class I	618,369		6,690,751
SPDR Barclays Short-Term High Yield Bond ETF	55,714		1,520,992
			46,561,979
Foreign Stock Funds - 7.8%
iShares Core MSCI EAFE ETF	37,227		2,091,413
Madison NorthRoad International Fund Class Y (A)	158,257		1,672,775
SPDR S&P Emerging Asia Pacific ETF	7,117		556,407
WisdomTree Europe Hedged Equity Fund	19,966		1,213,534
WisdomTree Japan Hedged Equity Fund	7,422		395,518
			5,929,647
Money Market Funds - 3.8%
State Street Institutional U.S. Government
Money Market Fund, Premier Class	2,892,940		2,892,940
Stock Funds - 24.2%
iShares Russell Mid-Cap ETF	20,886		3,448,487
Madison Large Cap Growth Fund Class Y (A)	204,750		4,731,773
Madison Large Cap Value Fund Class Y (A)	235,565		3,851,484
Schwab Fundamental U.S. Large Company Index Fund Institutional Shares	12,364		187,186
Vanguard Growth ETF	20,644		2,256,183
Vanguard Information Technology ETF	7,240		799,730
Vanguard Value ETF	37,325		3,083,792
			18,358,635
TOTAL INVESTMENTS - 99.9% (Cost $74,258,339**)			75,739,893
NET OTHER ASSETS AND LIABILITIES - 0.1%			57,077
TOTAL NET ASSETS - 100.0%		$	75,796,970

*	Non-income producing.
**	Aggregate cost for Federal tax purposes was $74,707,957.
(A)	Affiliated Company (see Note 12).
ETF	Exchange Traded Fund.

 Madison Moderate Allocation Fund Portfolio of Investments

	Shares	Value (Note 2)
INVESTMENT COMPANIES - 100.0%
Alternative Funds - 2.6%
SPDR Gold Shares*	35,104	$	3,836,867
Bond Funds - 36.9%
iShares 3-7 Year Treasury Bond ETF	69,707		8,637,394
iShares 7-10 Year Treasury Bond ETF	93,952		10,054,743
iShares TIPS Bond Fund ETF	6,730		746,761
Madison Core Bond Fund Class Y (A)	2,097,384		21,120,655
Metropolitan West Total Return Bond Fund Class I	1,098,309		11,883,706
SPDR Barclays Short-Term High Yield Bond ETF	53,006		1,447,064
			53,890,323
Foreign Stock Funds - 13.7%
iShares Core MSCI EAFE ETF	149,193		8,381,663
Madison NorthRoad International Fund Class Y (A)	430,751		4,553,033
SPDR S&P Emerging Asia Pacific ETF	23,715		1,854,039
WisdomTree Europe Hedged Equity Fund	60,450		3,674,151
WisdomTree Japan Hedged Equity Fund	28,330		1,509,706
			19,972,592
Money Market Funds - 3.5%
State Street Institutional U.S. Government
Money Market Fund, Premier Class	5,139,779		5,139,779
Stock Funds - 43.3%
iShares Core S&P Mid-Cap ETF	66,436		9,580,736
Madison Large Cap Growth Fund Class Y (A)	740,132		17,104,447
Madison Large Cap Value Fund Class Y (A)	991,432		16,209,905
Schwab Fundamental U.S. Large Company Index Fund Institutional Shares	120,977		1,831,593
Vanguard Growth ETF	78,762		8,607,899
Vanguard Information Technology ETF	20,788		2,296,242
Vanguard Value ETF	91,059		7,523,295
			63,154,117
TOTAL INVESTMENTS - 100.0%
(Cost $138,150,070**)			145,993,678
NET OTHER ASSETS AND LIABILITIES - 0.0%			6,112
TOTAL NET ASSETS - 100.0%		$	145,999,790

*	Non-income producing.
**	Aggregate cost for Federal tax purposes was $139,447,340.
(A)	Affiliated Company (see Note 12).
ETF	Exchange Traded Fund.

 Madison Aggressive Allocation Fund Portfolio of Investments

	Shares	Value (Note 2)
INVESTMENT COMPANIES - 100.1%
Alternative Funds - 2.6%
SPDR Gold Shares*	14,740	$	1,611,082
Bond Funds - 16.9%
iShares 7-10 Year Treasury Bond ETF	33,996		3,638,252
Madison Core Bond Fund Class Y (A)	499,599		5,030,963
Metropolitan West Total Return Bond Fund Class I	164,110		1,775,671
			10,444,886
Foreign Stock Funds - 18.8%
iShares Core MSCI EAFE ETF	90,022		5,057,436
Madison NorthRoad International Fund Class Y (A)	222,260		2,349,290
SPDR S&P Emerging Asia Pacific ETF	15,463		1,208,897
WisdomTree Europe Hedged Equity Fund	36,415		2,213,304
WisdomTree Japan Hedged Equity Fund	14,548		775,263
			11,604,190
Money Market Funds - 2.9%
State Street Institutional U.S. Government
Money Market Fund, Premier Class	1,799,849		1,799,849
Stock Funds - 58.9%
iShares Core S&P Mid-Cap ETF	40,800		5,883,768
Madison Large Cap Growth Fund Class Y (A)	390,860		9,032,776
Madison Large Cap Value Fund Class Y (A)	530,122		8,667,492
Schwab Fundamental U.S. Large Company Index Fund Institutional Shares	144,042		2,180,799
Vanguard Growth ETF	46,399		5,070,947
Vanguard Information Technology ETF	14,536		1,605,647
Vanguard Value ETF	47,889		3,956,589
			36,398,018
TOTAL INVESTMENTS - 100.1%
(Cost $57,796,345**)			61,858,025
NET OTHER ASSETS AND LIABILITIES - (0.1%)			(41,396	)
TOTAL NET ASSETS - 100.0%		$	61,816,629

*	Non-income producing.
**	Aggregate cost for Federal tax purposes was $58,400,983.
(A)	Affiliated Company (see Note 12).
ETF	Exchange Traded Fund.

See accompanying Notes to Financial Statements.

24

Madison Funds | October 31, 2015

 Madison Cash Reserves Fund Portfolio of Investments

		Par Value	Value (Note 2)
U.S. GOVERNMENT AND AGENCY OBLIGATIONS - 92.8%
Fannie Mae - 24.7%
0.031%, 11/4/15 (A)	$	1,100,000	$	1,099,997
0.162%, 11/18/15 (A)		300,000		299,977
10.350%, 12/10/15		500,000		505,426
0.125%, 12/23/15 (A)		600,000		599,893
0.096%, 1/14/16 (A)		750,000		749,854
0.133%, 2/2/16 (A)		1,511,000		1,510,487
				4,765,634
Federal Farm Credit Bank - 10.4%
0.430%, 11/16/15		500,000		500,062
1.500%, 11/16/15		245,000		245,129
0.030%, 11/19/15 (A)		500,000		499,993
4.875%, 12/16/15		760,000		764,414
				2,009,598
Federal Home Loan Bank - 26.0%
0.203%, 11/2/15 (A)		200,000		199,999
0.203%, 11/3/15 (A)		800,000		799,991
0.167%, 11/10/15 (A)		600,000		599,975
0.180%, 11/12/15		625,000		625,009
0.061%, 11/30/15 (A)		900,000		899,957
0.066%, 12/8/15 (A)		300,000		299,980
0.152%, 12/11/15 (A)		900,000		899,850
0.183%, 1/4/16 (A)		300,000		299,904
0.167%, 1/8/16 (A)		400,000		399,875
				5,024,540
Freddie Mac - 20.8%
4.750%, 11/17/15		1,050,000		1,052,110
0.450%, 11/24/15		965,000		965,222
0.101%, 12/8/15 (A)		200,000		199,979
0.101%, 12/14/15 (A)		200,000		199,976
0.086%, 1/8/16 (A)		500,000		499,920
0.178%, 1/21/16 (A)		379,000		378,851
0.132%, 2/10/16 (A)		725,000		724,736
				4,020,794
U.S. Treasury Notes - 10.9%
1.375%, 11/30/15		500,000		500,507
0.250%, 12/31/15		700,000		700,269
4.500%, 2/15/16		900,000		911,455
				2,112,231
Total U.S. Government and Agency
Obligations (Cost $17,932,797)				17,932,797
INVESTMENT COMPANIES - 4.2%
State Street Institutional U.S. Government
Money Market Fund, Premier Class		803,124		803,124
Total Investment Companies
(Cost $803,124)				803,124
TOTAL INVESTMENTS - 97.0% (Cost $18,735,921**)				18,735,921
NET OTHER ASSETS AND LIABILITIES - 3.0%				573,883
TOTAL NET ASSETS - 100.0%			$	19,309,804

**	Aggregate cost for Federal tax purposes was $18,735,921.
(A)	Rate noted represents annualized yield at time of purchase.

 Madison Tax-Free Virginia Fund Portfolio of Investments

		Par Value	Value (Note 2)
MUNICIPAL BONDS - 97.8%
Development - 8.2%
Fairfax County Economic Development
Authority, Series A, 5%, 10/1/26	$	150,000	$	181,645
Norfolk Economic Development Authority, 5%, 11/1/29		480,000		537,893
Powhatan County Economic Development Authority, 3%, 9/15/28		200,000		200,506
Prince William County Industrial
Development Authority, 5.25%, 2/1/18		675,000		724,221
Virginia Housing Development Authority, 1.5%, 4/1/19		200,000		202,602
				1,846,867
Education - 13.5%
Henrico County Economic Development Authority, 4%, 4/15/42		220,000		221,863
University of Virginia, 5%, 6/1/40		255,000		278,746
Virginia College Building Authority, (ST APPROP), 5%, 2/1/23		500,000		605,140
Virginia College Building Authority, (ST APPROP), 5%, 9/1/26		140,000		155,765
Virginia College Building Authority, (ST APPROP), 5%, 2/1/29		375,000		418,264
Virginia Commonwealth University, Series A, 5%, 5/1/26		385,000		450,385
Virginia Public School Authority, 5%, 12/1/18		100,000		111,727
Virginia Public School Authority, (ST APPROP), 5%, 8/1/27		350,000		390,492
Virginia Public School Authority, (ST AID WITHHLDG), 3%, 8/1/33		450,000		430,213
				3,062,595
Facilities - 6.8%
Newport News Economic Development Authority, (Prerefunded 7/1/16 @ $100), 5%, 7/1/25		745,000		768,363
Stafford County & Staunton Industrial Development Authority, (NATL-RE), 4.5%, 8/1/25		50,000		50,046
Virginia Public Building Authority, 5.25%, 8/1/23		200,000		224,492
Western Regional Jail Authority, 3.125%, 12/1/29		500,000		500,635
				1,543,536
General - 9.6%
Fairfax County Economic Development Authority, 4.25%, 8/1/29		340,000		360,648
Northern Virginia Transportation Authority, 5%, 6/1/30		780,000		914,535
Puerto Rico Public Finance Corp, (Escrowed To Maturity) (AMBAC)*, 5.5%, 8/1/27		100,000		129,295
Territory of Guam, 5%, 1/1/26		150,000		166,416
Virgin Islands Public Finance Authority, (NATL-RE), 5%, 10/1/23		100,000		103,602
Virginia Beach Development Authority, Series A, 3.5%, 5/1/30		250,000		254,420
Virginia Resources Authority, (MORAL OBLG), 5%, 11/1/23		200,000		237,070
				2,165,986
General Obligation - 21.2%
City of Danville VA, Series A, (ST AID WITHHLDG), 5%, 8/1/23		190,000		229,476
City of Fredericksburg VA, Series A, 3.625%, 7/15/30		400,000		411,928
City of Hampton VA, 5%, 1/15/21		250,000		280,377
City of Norfolk VA, Series A (Prerefunded 11/1/19 @ $100), 4.125%, 11/1/27		75,000		84,243
City of Portsmouth VA, Series A, (ST AID WITHHLDG), 5%, 2/1/31		635,000		730,009
City of Richmond VA, (ST AID WITHHLDG), 5%, 7/15/22		100,000		116,556
City of Roanoke VA, (ST AID WITHHLDG), 5%, 2/1/25		230,000		267,485
City of Virginia Beach VA, Series A, 4%, 8/1/22		300,000		342,948
Commonwealth of Virginia, Series B, 5%, 6/1/21		175,000		193,790
Commonwealth of Virginia, Series A, 5%, 6/1/23		500,000		614,810
Commonwealth of Virginia, 5%, 6/1/27		150,000		170,961
County of Arlington VA, (Prerefunded 1/15/17 @ $100), 5%, 1/15/25		175,000		184,713
County of Fairfax VA, (ST AID WITHHLDG), 4%, 10/1/22		250,000		286,800
County of Henrico VA, (Prerefunded 12/1/18 @ $100), 5%, 12/1/24		200,000		225,334
County of Henrico VA, 5%, 7/15/25		150,000		174,909
County of Prince William VA, (ST AID WITHHLDG), 5%, 8/1/21		105,000		126,039
County of Stafford VA, (ST AID WITHHLDG), 4%, 7/1/33		100,000		106,935
Town of Leesburg VA, (ST AID WITHHLDG), 5%, 1/15/25		90,000		111,638
Town of Leesburg VA, 5%, 1/15/41		135,000		149,198
				4,808,149
Medical - 7.3%
Fredericksburg Economic Development Authority, 5.25%, 6/15/18		250,000		271,387
Harrisonburg Industrial Development Authority, (AMBAC)*, 5%, 8/15/46		180,000		181,829
Henrico County Economic Development Authority, (NATL-RE), 6%, 8/15/16		60,000		62,456
Norfolk Economic Development Authority, 5%, 11/1/36		480,000		535,651
Roanoke Economic Development Authority, (Escrowed To Maturity) (NATL-RE), 6.125%, 7/1/17		265,000		280,982
Virginia Small Business Financing Authority, 5%, 11/1/40		300,000		328,071
				1,660,376

See accompanying Notes to Financial Statements.

25

Madison Funds | October 31, 2015

 Madison Tax-Free Virginia Fund Portfolio of Investments - continued

		Par Value	Value (Note 2)
MUNICIPAL BONDS - continued
Multifamily Housing - 9.2%
Fairfax County Redevelopment & Housing Authority, 4.75%, 10/1/36	$	725,000	$	777,258
Fairfax County Redevelopment & Housing Authority, 5%, 10/1/39		300,000		325,887
Suffolk Redevelopment & Housing Authority, 5.6%, 2/1/33		725,000		727,639
Virginia Housing Development Authority, 4.8%, 10/1/39		250,000		257,672
				2,088,456
Power - 4.3%
Chesterfield County Economic Development Authority, 5%, 5/1/23		565,000		633,665
Puerto Rico Electric Power Authority, (BHAC-CR MBIA-RE FGIC), 5.25%, 7/1/24		290,000		336,771
				970,436
Transportation - 5.4%
Puerto Rico Highways & Transportation Authority, (ASSURED GTY), 5.25%, 7/1/34		100,000		96,577
Richmond Metropolitan Authority, (Escrowed To Maturity) (NATL-RE), 5.25%, 7/15/22		60,000		69,645
Richmond Metropolitan Authority, (NATL-RE), 5.25%, 7/15/22		140,000		158,652
Virginia Commonwealth Transportation Board, Series A, 5%, 9/15/24		225,000		265,583
Virginia Commonwealth Transportation Board, 5%, 3/15/25		535,000		636,313
				1,226,770
Utilities - 1.5%
City of Richmond VA, Series A, 5%, 1/15/38		300,000		337,122
Water - 10.8%
Fairfax County Water Authority, 5.25%, 4/1/23		180,000		222,746
Fairfax County Water Authority, 5%, 4/1/27		150,000		177,234
Hampton Roads Sanitation District, 5%, 4/1/33		160,000		173,155
Hampton Roads Sanitation District, (Prerefunded 4/1/18 @ $100), 5%, 4/1/33		90,000		99,180
Prince William County Service Authority, 5%, 7/1/22		250,000		300,503
Upper Occoquan Sewage Authority, (NATL-RE), 5.15%, 7/1/20		500,000		555,440
Virginia Resources Authority, (ST AID WITHHLDG), 5%, 10/1/23		500,000		578,135
Virginia Resources Authority, (ST AID WITHHLDG), 4.5%, 10/1/28		160,000		181,939
Virginia Resources Authority, (Prerefunded 11/1/16 @ $100), 5%, 11/1/31		140,000		146,397
Virginia Resources Authority, 5%, 11/1/31		20,000		20,830
				2,455,559
TOTAL INVESTMENTS - 97.8% (Cost $21,394,098**)			$	22,165,852
NET OTHER ASSETS AND LIABILITIES - 2.2%				493,520
TOTAL NET ASSETS - 100.0%			$	22,659,372

*	This bond is covered by insurance issued by Ambac Assurance Corporation (“AMBAC”). On November 8, 2010, Ambac Financial Group, Inc., the holding company of AMBAC, announced that it had filed for Chapter 11 bankruptcy protection. The impact that this event may have on the ability of AMBAC to guarantee timely payment of principal and interest on these bonds, should they default, is not known at this time.
**	Aggregate cost for Federal tax purposes was $21,394,098.
AMBAC	AMBAC Indemnity Corp.
ASSURED GTY	Assured Guaranty.
BHAC-CR	Berkshire Hathaway Assurance Corp.
FGIC	Financial Guaranty Insurance Co.
MORAL OBLG	Moral Obligation.
NATL-RE	National Public Finance Guarantee Corp.
ST AID WITHHLDG	State Aid Withholding.
ST APPROP	State Appropriations.

 Madison Tax-Free National Fund Portfolio of Investments

		Par Value	Value (Note 2)
MUNICIPAL BONDS - 98.0%
Alabama - 2.4%
Alabama Incentives Financing Authority Revenue, Series A, 5%, 9/1/29	$	300,000	$	338,766
Tuscaloosa Public Educational Building Authority, (ASSURED GTY), 6.375%, 7/1/28		295,000		334,902
				673,668
Arkansas - 0.7%
City of Fort Smith AR Water & Sewer Revenue, (AGM), 5%, 10/1/21		175,000		194,747
Colorado - 1.7%
El Paso County Facilities Corp., Certificate Participation, 5%, 12/1/27		400,000		472,516
Delaware - 1.5%
State of Delaware, General Obligation, Series A, 5%, 8/1/25		345,000		422,484
Florida - 13.8%
City of Port St. Lucie FL Utility System Revenue, 5%, 9/1/27		600,000		696,420
County of Miami-Dade FL, Series B, 5%, 3/1/25		525,000		618,103
Highlands County Health Facilities Authority, 5%, 11/15/20		455,000		455,742
Hillsborough County Industrial Development Authority, 5%, 10/1/34		450,000		489,780
Lee County Industrial Development Authority, 5%, 11/1/28		500,000		581,245
Orlando Utilities Commission, Series C, 5%, 10/1/22		525,000		634,048
Palm Beach County Solid Waste Authority, 5%, 10/1/24		300,000		360,846
				3,836,184
Georgia - 4.1%
City of Atlanta GA Water & Wastewater Revenue, (AGM), 5.75%, 11/1/30		300,000		396,024
City of Columbus GA Water & Sewerage Revenue, Series A, 5%, 5/1/31		430,000		499,995
Georgia State Road & Tollway Authority, 5%, 6/1/21		90,000		101,932
Private Colleges & Universities Authority, 5%, 9/1/38		130,000		142,765
				1,140,716
Illinois - 0.8%
Regional Transportation Authority, (AMBAC GO of AUTH)*, 7.2%, 11/1/20		190,000		217,727
Indiana - 3.6%
Indiana Finance Authority, 5%, 2/1/21		400,000		463,028
Indianapolis Local Public Improvement Bond Bank, (ASSURED GTY), 5.5%, 1/1/38		475,000		536,056
				999,084
Iowa - 2.8%
City of Bettendorf IA, General Obligation, 5%, 6/1/28		475,000		546,872
City of Bettendorf IA, General Obligation, 5%, 6/1/30		210,000		240,776
				787,648
Kansas - 2.3%
City of Wichita KS, General Obligation, 5%, 12/1/24		510,000		633,048
Maryland - 5.6%
City of Rockville MD, General Obligation, Series A, 5%, 6/1/24		600,000		745,992
Maryland State Transportation Authority, Series A, 5%, 7/1/18		100,000		110,912
Montgomery County Revenue Authority, 5%, 5/1/31		600,000		683,790
				1,540,694
Michigan - 3.4%
Detroit City School District, General Obligation, (FGIC Q-SBLF), 6%, 5/1/20		400,000		472,748
Redford Unified School District No. 1, General Obligation, (AMBAC Q-SBLF)*, 5%, 5/1/22		410,000		469,347
				942,095
Missouri - 6.8%
County of St Louis MO, (Escrowed To Maturity), 5.65%, 2/1/20		500,000		589,240
Missouri State Board of Public Buildings, Series B, 4%, 4/1/25		525,000		592,872
Springfield School District No. R-12, General Obligation, Series B, (ST AID DIR DEP), 5%, 3/1/25		400,000		494,328
St. Louis Industrial Development Authority, 6.65%, 5/1/16		200,000		205,942
				1,882,382
New Jersey - 4.0%
City of Elizabeth NJ, General Obligation, (AGM), 3%, 4/1/24		300,000		312,465
New Jersey State Turnpike Authority, (BHAC-CR FSA), 5.25%, 1/1/28		250,000		308,667
New Jersey State Turnpike Authority, Series A, (BHAC-CR FSA), 5.25%, 1/1/29		250,000		308,927
Union County Improvement Authority, Series A, 4%, 2/1/25		150,000		168,323
				1,098,382

See accompanying Notes to Financial Statements.

26

Madison Funds | October 31, 2015

 Madison Tax-Free National Fund Portfolio of Investments - continued

		Par Value	Value (Note 2)
MUNICIPAL BONDS - continued
New Mexico - 1.7%
Farmington Municipal School District No. 5, General Obligation, Series A, (ST AID WITHHLDG), 3%, 9/1/23	$	450,000	$	482,135
New York - 3.2%
New York State Dormitory Authority, (BHAC-CR AMBAC)*, 5.5%, 7/1/31		250,000		318,820
Port Authority of New York & New Jersey, (GO of AUTH), 5.375%, 3/1/28		455,000		553,025
				871,845
North Carolina - 6.6%
County of New Hanover NC, General Obligation, 3%, 2/1/29		385,000		387,780
North Carolina Medical Care Commission, (HUD SECT 8), 5.5%, 10/1/24		500,000		501,540
State of North Carolina, 4.5%, 5/1/27		200,000		219,762
State of North Carolina, General Obligation, Series D, 4%, 6/1/21		100,000		114,300
Town of Cary NC Combined Utility Systems Revenue, 5%, 12/1/23		500,000		609,545
				1,832,927
Ohio - 2.1%
Cleveland-Cuyahoga County Port Authority, 5%, 7/1/24		500,000		592,910
Pennsylvania - 0.6%
Lehigh County General Purpose Authority, (NATL-RE GO of HOSP), 7%, 7/1/16		170,000		177,415
South Carolina - 8.9%
Anderson County School District No. 1, General Obligation, Series A, (SCSDE), 5%, 3/1/25		720,000		897,350
City of Bennettsville SC Combined Utility System Revenue, (BAM), 3.5%, 2/1/24		465,000		505,771
County of Richland SC, General Obligation, Series A, (ST AID WITHHLDG), 4%, 3/1/27		495,000		554,826
York County School District No. 1, General Obligation, (SCSDE), 5%, 3/1/27		440,000		496,949
				2,454,896
Tennessee - 1.7%
Gibson County Special School District, (BAM), 5%, 4/1/26		300,000		359,319
Jackson Energy Authority, 4.75%, 6/1/25		100,000		115,001
				474,320
Texas - 9.8%
Beaumont Independent School District, General Obligation, (PSF-GTD), 4.75%, 2/15/38		300,000		321,510
City of San Antonio TX, Water System Revenue, 5.125%, 5/15/29		500,000		557,440
Liberty Hill Independent School District, General Obligation, (PSF-GTD), 5%, 8/1/26		410,000		464,415
Mueller Local Government Corp, 5%, 9/1/25		500,000		518,625
San Jacinto College District Revenue, 3.625%, 2/15/30		250,000		252,648
San Jacinto River Authority, (BAM), 4%, 10/1/23		200,000		222,312
State of Texas, General Obligation, 5%, 8/1/27		330,000		376,655
				2,713,605
Virginia - 3.4%
County of Stafford VA, General Obligation, (ST AID WITHHLDG), 4%, 7/1/33		150,000		160,403
Fairfax County Redevelopment & Housing Authority, 5%, 10/1/39		265,000		287,867
Virginia Commonwealth Transportation Board, 5%, 3/15/23		200,000		237,654
Virginia Housing Development Authority, 4.8%, 10/1/39		250,000		257,672
				943,596
Washington - 2.9%
State of Washington, General Obligation, Series E, 5%, 2/1/29		205,000		239,789
University of Washington, 5%, 7/1/32		500,000		576,550
				816,339
Wisconsin - 3.6%
Maple School District, General Obligation, Series A, 5%, 4/1/24		650,000		776,880
Wisconsin Health & Educational Facilities Authority, 5.25%, 10/1/21		200,000		206,370
				983,250
TOTAL INVESTMENTS - 98.0% (Cost $25,832,587**)				27,184,613
NET OTHER ASSETS AND LIABILITIES - 2.0%				559,496
TOTAL NET ASSETS - 100.0%			$	27,744,109

*	This bond is covered by insurance issued by Ambac Assurance Corporation (“AMBAC”). On November 8, 2010, Ambac Financial Group, Inc., the holding company of AMBAC, announced that it had filed for Chapter 11 bankruptcy protection. The impact that this event may have on the ability of AMBAC to guarantee timely payment of principal and interest on these bonds, should they default, is not known at this time.
**	Aggregate cost for Federal tax purposes was $25,832,587.
AGM	Assured Guaranty Municipal Corp.
AMBAC	AMBAC Indemnity Corp.
ASSURED GTY	Assured Guaranty.
BAM	Build America Mutual Assurance Co.
BHAC-CR	Berkshire Hathaway Assurance Corp.
FGIC	Financial Guaranty Insurance Co.
FSA	Financial Security Assurance.
GO of AUTH	General Obligation of the Authority.
GO of HOSP	General Obligation of the Hospital District.
HUD SECT 8	HUD Insured Multifamily Housing.
NATL-RE	National Public Finance Guarantee Corp.
PSF-GTD	Permanent School Fund Guaranteed.
Q-SBLF	Qualified School Board Loan Fund.
SCSDE	South Carolina School District-Enhanced (State of SC’s Intercept program).
ST AID DIR DEP	State Aid Direct Deposit.
ST AID WITHHLDG	State Aid Withholding.

 Madison High Quality Bond Fund Portfolio of Investments

		Par Value	Value (Note 2)
CORPORATE NOTES AND BONDS - 37.0%
Consumer Discretionary - 6.7%
Comcast Corp., 3.125%, 7/15/22	$	2,000,000	$	2,051,546
Home Depot Inc./The, 2%, 6/15/19		2,000,000		2,031,204
Target Corp., 2.9%, 1/15/22		2,000,000		2,047,164
Walt Disney Co./The, MTN, 1.1%, 12/1/17		750,000		748,684
				6,878,598
Consumer Staples - 1.5%
Coca-Cola Co./The, 2.45%, 11/1/20		1,500,000		1,526,447
Energy - 1.5%
Chevron Corp., 2.427%, 6/24/20		1,500,000		1,527,331
Financials - 14.0%
American Express Credit Corp., 2.125%, 7/27/18		1,000,000		1,009,642
Bank of New York Mellon Corp./The, MTN, 1.35%, 3/6/18		500,000		499,218
General Electric Capital Corp., MTN, 5.625%, 9/15/17		2,000,000		2,158,740
Goldman Sachs Group Inc./The, 2.625%, 1/31/19		1,360,000		1,382,757
John Deere Capital Corp., MTN, 1.4%, 3/15/17		2,000,000		2,010,892
JPMorgan Chase & Co., 2.25%, 1/23/20		2,000,000		1,984,192
Morgan Stanley, 2.8%, 6/16/20		500,000		504,200
Simon Property Group L.P., 4.125%, 12/1/21		1,750,000		1,877,627
US Bancorp, MTN, 1.95%, 11/15/18		750,000		757,641
Wells Fargo & Co., 5.625%, 12/11/17		2,000,000		2,170,918
				14,355,827
Health Care - 3.0%
Merck & Co. Inc., 3.875%, 1/15/21		1,500,000		1,617,259
UnitedHealth Group Inc., 2.875%, 3/15/23		1,500,000		1,497,098
				3,114,357
Industrials - 1.6%
United Parcel Service Inc., 5.5%, 1/15/18		1,500,000		1,641,492
Information Technology - 8.7%
Apple Inc., 2.4%, 5/3/23		1,000,000		978,351
Cisco Systems Inc., 5.5%, 2/22/16		2,000,000		2,031,366
EMC Corp., 2.65%, 6/1/20		260,000		236,772
Intel Corp., 1.95%, 10/1/16		2,000,000		2,025,082
Microsoft Corp., 3%, 10/1/20		1,500,000		1,588,785
Texas Instruments Inc., 2.375%, 5/16/16		2,000,000		2,020,224
				8,880,580
Total Corporate Notes and Bonds
(Cost $37,460,231)				37,924,632
U.S. GOVERNMENT AND AGENCY OBLIGATIONS - 59.8%
Fannie Mae - 14.7%
1.250%, 9/28/16		4,000,000		4,027,616
1.375%, 11/15/16		3,000,000		3,027,162
1.250%, 1/30/17		4,000,000		4,033,276
0.875%, 2/8/18		4,000,000		3,999,348
				15,087,402

See accompanying Notes to Financial Statements.

27

Madison Funds | October 31, 2015

 Madison High Quality Bond Fund Portfolio of Investments - continued

		Par Value	Value (Note 2)
U.S. GOVERNMENT AND AGENCY OBLIGATIONS - continued
Freddie Mac - 5.9%
2.500%, 5/27/16	$	5,000,000	$	5,060,380
2.375%, 1/13/22		1,000,000		1,023,607
				6,083,987
U.S. Treasury Notes - 39.2%
0.375%, 3/31/16		2,500,000		2,501,368
1.000%, 8/31/16		4,000,000		4,018,804
0.875%, 1/31/17		4,000,000		4,017,760
3.000%, 2/28/17		4,000,000		4,129,012
3.875%, 5/15/18		4,500,000		4,835,389
1.500%, 12/31/18		4,000,000		4,047,604
1.250%, 1/31/19		3,750,000		3,762,499
1.500%, 3/31/19		2,750,000		2,778,861
3.125%, 5/15/19		3,000,000		3,194,844
3.625%, 2/15/20		2,000,000		2,182,292
2.625%, 11/15/20		2,000,000		2,100,364
2.500%, 8/15/23		2,500,000		2,594,205
				40,163,002
Total U.S. Government and Agency
Obligations (Cost $60,841,395)				61,334,391
		Shares
SHORT-TERM INVESTMENTS - 2.3%
State Street Institutional U.S. Government Money Market Fund, Premier Class		2,326,519		2,326,519
Total Short-Term Investments
(Cost $2,326,519)				2,326,519
TOTAL INVESTMENTS - 99.1%
(Cost $100,628,145**)				101,585,542
NET OTHER ASSETS AND LIABILITIES - 0.9%				965,967
TOTAL NET ASSETS - 100.0%			$	102,551,509

**	Aggregate cost for Federal tax purposes was $100,628,145.
MTN	Medium Term Note.

 Madison Core Bond Fund Portfolio of Investments

		Par Value	Value (Note 2)
ASSET BACKED SECURITIES - 4.0%
ABSC Long Beach Home Equity Loan Trust,
Series 2000-LB1, Class AF5 (A), 8.55%, 9/21/30	$	64,040	$	66,713
Ally Master Owner Trust, Series 2014-4, Class A2, 1.43%, 6/17/19		750,000		749,106
CarMax Auto Owner Trust, Series 2015-1, Class A2, 0.88%, 3/15/18		890,041		890,434
CNH Equipment Trust, Series 2014-A, Class A3, 0.84%, 5/15/19		750,000		748,504
Ford Credit Auto Owner Trust, Series 2014-A, Class A3, 0.79%, 5/15/18		619,718		619,401
GreatAmerica Leasing Receivables, Series 2015-1, Class A2 (B), 1.12%, 6/20/17		500,000		499,665
Hyundai Auto Receivables Trust, Series 2014-A, Class A3, 0.79%, 7/16/18		262,206		262,078
John Deere Owner Trust, Series 2014-B, Class A2A, 0.54%, 7/17/17		336,611		336,424
Mercedes-Benz Auto Lease Trust, Series 2014-A, Class A4, 0.9%, 12/16/19		1,125,00		1,124,979
Santander Drive Auto Receivables Trust, Series 2013-3 Class B, 1.19%, 5/15/18		607,467		607,387
Santander Drive Auto Receivables Trust, Series 2014-2, Class B, 1.62%, 2/15/19		1,000,000		1,001,100
Santander Drive Auto Receivables Trust, Series 2013-5, Class C, 2.25%, 6/17/19		1,000,000		1,005,546
Volkswagen Auto Lease Trust, Series 2014-A, Class A3, 0.8%, 4/20/17		625,000		624,976
Volvo Financial Equipment LLC, Series 2014-1A, Class A3 (B), 0.82%, 4/16/18		500,000		499,281
Total Asset Backed Securities
(Cost $9,048,624)				9,035,594
COLLATERALIZED MORTGAGE
OBLIGATIONS - 1.1%
Fannie Mae REMICS, Series 2015-12, Class NI, IO, 3.5%, 3/25/30		3,423,005		427,136
Fannie Mae REMICS, Series 2001-73, Class GZ, 6%, 12/25/31		468,625		530,905
Fannie Mae REMICS, Series 2005-79, Class LT, 5.5%, 9/25/35		327,612		369,883
Fannie Mae REMICS, Series 2015-44, Class GI, IO, 3%, 11/25/40		1,219,285		129,634
Freddie Mac REMICS, Series 4066, Class DI, IO, 3%, 6/15/27		4,704,439		476,036
Government National Mortgage Association, Series 2015-53, Class IL, IO, 3%, 9/20/44		3,184,661		486,262
Total Collateralized Mortgage
Obligations (Cost $2,531,284)				2,419,856
COMMERCIAL MORTGAGE-BACKED
SECURITIES - 2.0%
Bear Stearns Commercial Mortgage
Securities Trust, Series 2007-PW17, Class A1A (A), 5.65%, 6/11/50		1,135,906		1,206,352
FREMF Mortgage Trust, Series 2012-K708, Class B (A) (B), 3.754%, 2/25/45		1,250,000		1,297,605
FREMF Mortgage Trust, Series 2011-K701, Class C (A) (B), 4.286%, 7/25/48		1,250,000		1,297,682
Merrill Lynch Mortgage Trust, Series 2006-C1, Class A4 (A), 5.674%, 5/12/39		600,000		604,446
Total Commercial Mortgage-Backed
Securities (Cost $4,478,167)				4,406,085
CORPORATE NOTES AND BONDS - 32.0%
Consumer Discretionary - 5.0%
AARP Inc. (B) (C), 7.5%, 5/1/31		750,000		1,013,933
AutoZone Inc., 1.3%, 1/13/17		1,400,000		1,399,489
CCO Safari II LLC (B), 4.464%, 7/23/22		1,000,000		1,014,498
DR Horton Inc., 3.75%, 3/1/19		475,000		488,063
ERAC USA Finance LLC (B), 6.7%, 6/1/34		575,000		681,581
Georgia-Pacific LLC (B), 3.163%, 11/15/21		1,000,000		1,003,917
GLP Capital L.P. / GLP Financing II Inc., 4.875%, 11/1/20		275,000		283,250
Harman International Industries Inc.,
4.15%, 5/15/25		1,000,000		976,790
Nissan Motor Acceptance Corp. (B),
2.65%, 9/26/18		500,000		510,143
Priceline Group Inc./The, 3.65%, 3/15/25		1,000,000		996,056
QVC Inc., 3.125%, 4/1/19		800,000		794,280
Sirius XM Radio Inc. (B), 6%, 7/15/24		525,000		554,295
Toll Brothers Finance Corp., 4%, 12/31/18		450,000		468,000
Walgreens Boots Alliance Inc., 4.5%, 11/18/34		1,000,000		926,880
				11,111,175
Consumer Staples - 3.0%
CVS Health Corp. (B), 4.75%, 12/1/22		1,000,000		1,089,973
CVS Health Corp., 5.125%, 7/20/45		1,000,000		1,072,085
JM Smucker Co./The, 3.5%, 3/15/25		1,000,000		1,003,131
Kraft Foods Group Inc., 3.5%, 6/6/22		1,000,000		1,019,801
Kraft Heinz Foods Co. (B), 3.95%, 7/15/25		1,000,000		1,023,900
Kroger Co./The, 2.95%, 11/1/21		1,000,000		1,001,180
Mead Johnson Nutrition Co., 3%, 11/15/20		500,000		502,729
				6,712,799
Energy - 4.8%
Antero Resources Corp. (B), 5.625%, 6/1/23		300,000		276,000
Energy Transfer Partners L.P., 5.2%, 2/1/22		1,000,000		994,960
Enterprise Products Operating LLC, 3.75%, 2/15/25		1,000,000		963,048
Freeport-McMoran Oil & Gas LLC / FCX Oil & Gas Inc., 6.75%, 2/1/22		600,000		528,750
Helmerich & Payne International Drilling Co., 4.65%, 3/15/25		1,000,000		1,014,745
Hess Corp., 7.875%, 10/1/29		240,000		286,532
Kinder Morgan Inc. (B), 5%, 2/15/21		1,000,000		1,012,000
Marathon Oil Corp., 2.7%, 6/1/20		1,000,000		970,734
Phillips 66, 4.65%, 11/15/34		1,000,000		997,817
Phillips 66 Partners L.P., 3.605%, 2/15/25		1,300,000		1,196,775
Transocean Inc. (D), 6%, 3/15/18		850,000		797,300
Valero Energy Corp., 6.625%, 6/15/37		1,000,000		1,106,162
Williams Partners L.P. / ACMP Finance Corp., 4.875%, 5/15/23		750,000		676,949
				10,821,772
Financials - 5.7%
AerCap Ireland Captial Ltd. / AerCap Global
Aviation Trust (D), 3.75%, 5/15/19		450,000		455,400
Air Lease Corp., 3.875%, 4/1/21		450,000		459,000
Air Lease Corp., 3.75%, 2/1/22		1,000,000		989,747
American International Group Inc., 3.875%, 1/15/35		1,000,000		936,924
Apollo Management Holdings L.P. (B), 4%, 5/30/24		1,000,000		1,005,245
Bank of America Corp., 2.65%, 4/1/19		1,000,000		1,011,631
Glencore Funding LLC (B), 3.125%, 4/29/19		825,000		707,438
Goldman Sachs Group Inc./The, 5.75%, 1/24/22		1,000,000		1,145,908
Goldman Sachs Group Inc./The, 4.75%, 10/21/45		1,000,000		1,014,319
JPMorgan Chase & Co., 3.125%, 1/23/25		1,000,000		971,494

See accompanying Notes to Financial Statements.

28

Madison Funds | October 31, 2015

 Madison Core Bond Fund Portfolio of Investments - continued

	Par Value		Value (Note 2)
CORPORATE NOTES AND BONDS - continued
Financials - continued
Liberty Mutual Group Inc. (B), 4.25%,
6/15/23	$	1,250,000	$	1,281,149
Morgan Stanley, 2.8%, 6/16/20		1,000,000		1,008,400
Regions Bank, 2.25%, 9/14/18		1,000,000		1,003,574
Synchrony Financial, 3.75%, 8/15/21		700,000		705,960
UBS AG/Stamford CT (D), 5.75%, 4/25/18		122,000		133,133
				12,829,322
Health Care - 3.7%
AbbVie Inc., 2%, 11/6/18		1,100,000		1,100,536
AbbVie Inc., 4.7%, 5/14/45		1,000,000		957,232
Actavis Funding SCS (D), 4.75%, 3/15/45		1,565,000		1,496,628
Cardinal Health Inc., 1.95%, 6/15/18		1,000,000		1,004,707
Forest Laboratories Inc. (B), 5%, 12/15/21		200,000		216,151
Gilead Sciences Inc., 4.75%, 3/1/46		450,000		455,210
HCA Inc., 3.75%, 3/15/19		800,000		814,000
Laboratory Corp. of America Holdings, 3.6%, 2/1/25		1,000,000		973,315
UnitedHealth Group Inc., 4.75%, 7/15/45		1,000,000		1,062,993
Wyeth LLC, 6.5%, 2/1/34		230,000		289,121
				8,369,893
Industrials - 2.8%
ADT Corp./The, 4.125%, 4/15/19		475,000		485,687
Boeing Co./The, 8.625%, 11/15/31		240,000		354,309
Burlington Northern Santa Fe LLC, 8.125%, 4/15/20		285,000		345,873
CRH America Inc. (B), 3.875%, 5/18/25		1,000,000		1,003,535
FedEx Corp., 4.75%, 11/15/45		1,000,000		986,514
Hertz Corp./The, 7.5%, 10/15/18		500,000		511,250
International Lease Finance Corp., 8.875%, 9/1/17		500,000		555,000
Norfolk Southern Corp., 7.05%, 5/1/37		390,000		512,522
United Rentals North America Inc., 6.125%, 6/15/23		400,000		417,400
Verisk Analytics Inc., 4%, 6/15/25		1,000,000		972,958
				6,145,048
Information Technology - 2.5%
Autodesk Inc., 4.375%, 6/15/25		1,000,000		1,001,250
CDW LLC / CDW Finance Corp., 5%, 9/1/23		200,000		207,500
First Data Corp. (B), 6.75%, 11/1/20		500,000		526,875
Fiserv Inc., 2.7%, 6/1/20		1,000,000		1,001,069
Hewlett-Packard Enterprise Co. (B), 6.35%, 10/15/45		350,000		339,050
Intuit Inc., 5.75%, 3/15/17		1,100,000		1,161,927
Microsoft Corp., 3.5%, 2/12/35		1,000,000		925,255
Xilinx Inc., 3%, 3/15/21		500,000		505,392
				5,668,318
Materials - 0.8%
Alcoa Inc., 5.125%, 10/1/24		200,000		198,250
Packaging Corp. of America, 3.65%, 9/15/24		1,000,000		998,659
Weyerhaeuser Co., 7.375%, 3/15/32		500,000		624,389
				1,821,298
Telecommunication Services - 2.5%
AT&T Inc., 4.75%, 5/15/46		1,000,000		918,157
Frontier Communications Corp. (B), 11%, 9/15/25		1,100,000		1,152,932
Harris Corp., 5.054%, 4/27/45		1,000,000		979,656
Verizon Communications Inc., 3.45%, 3/15/21		1,500,000		1,546,836
Verizon Communications Inc., 4.4%, 11/1/34		1,000,000		939,932
				5,537,513
Utilities - 1.2%
Black Hills Corp., 4.25%, 11/30/23		1,000,000		1,045,727
Sierra Pacific Power Co., Series M, 6%, 5/15/16		650,000		668,093
Wisconsin Electric Power Co., 6.5%, 6/1/28		750,000		949,477
				2,663,297
Total Corporate Notes and Bonds
(Cost $71,435,404)				71,680,435
LONG TERM MUNICIPAL BONDS - 9.5%
City of Laredo TX, General Obligation, 6.566%, 2/15/39		1,500,000		1,668,330
City of Reading PA, General Obligation, (AGM), 5.3%, 11/1/33		1,500,000		1,541,085
County of Bexar TX, General Obligation, Series C, 6.628%, 6/15/39		1,800,000		2,043,594
County of Palm Beach FL Revenue, 5%, 11/1/33		1,880,000		1,998,064
East Baton Rouge Sewerage Commission Revenue, 6.087%, 2/1/45		2,000,000		2,223,280
Las Vegas Valley Water District, General Obligation, Series A, 7.1%, 6/1/39		1,000,000		1,151,760
Metropolitan Water District of Southern California Revenue, Series D, 6.538%, 7/1/39		420,000		474,000
New York City Water & Sewer System Revenue, 6.491%, 6/15/42		1,025,000		1,169,453
Northside Independent School District, General Obligation, Series B, (PSF-GTD), 5.741%, 8/15/35		1,600,000		1,762,064
Rancho Water District Financing Authority Revenue, Series A, 6.337%, 8/1/40		1,000,000		1,131,890
South Dakota State Building Authority Revenue, Series F, 4.7%, 6/1/32		1,250,000		1,324,750
State of Iowa Revenue, 6.75%, 6/1/34		2,000,000		2,285,600
West Contra Costa Unified School District, General Obligation, 8.46%, 8/1/34		2,000,000		2,387,920
Total Long Term Municipal Bonds
(Cost $21,029,865)				21,161,790
MORTGAGE BACKED SECURITIES - 20.6%
Fannie Mae - 12.7%
5.5%, 4/1/16 Pool # 745444		3,621		3,634
6%, 5/1/16 Pool # 582558		689		693
5.5%, 2/1/18 Pool # 673194		39,115		40,305
5%, 2/1/19 Pool # 725341		5,432		5,643
5%, 5/1/20 Pool # 813965		78,943		83,812
4.5%, 9/1/20 Pool # 835465		75,289		79,091
5.5%, 3/1/21 Pool # 837199		12,909		13,863
6%, 3/1/21 Pool # 745406		10,277		11,018
6%, 5/1/21 Pool # 253847		10,282		11,642
4.5%, 4/1/23 Pool # 974401		172,130		182,948
4.5%, 6/1/23 Pool # 984075		71,073		75,100
3%, 12/1/26 Pool # AB4086		727,830		759,748
3%, 3/1/27 Pool # AK6784		1,434,728		1,497,656
3%, 5/1/27 Pool # AL1715		1,081,818		1,129,261
3.5%, 5/1/29 Pool # AW3740		1,438,050		1,522,697
3.5%, 8/1/29 Pool # MA2003		1,269,291		1,341,132
3.5%, 10/1/29 Pool # AX3155		623,272		658,290
7%, 12/1/29 Pool # 762813		12,957		13,670
7%, 11/1/31 Pool # 607515		11,639		12,862
6.5%, 3/1/32 Pool # 631377		55,364		63,279
6.5%, 5/1/32 Pool # 636758		2,435		2,783
7%, 5/1/32 Pool # 644591		1,746		1,955
6.5%, 6/1/32 Pool # 545691		117,355		134,529
5%, 10/1/33 Pool # 254903		117,439		130,012
5.5%, 11/1/33 Pool # 555880		140,742		158,411
5%, 5/1/34 Pool # 775604		15,637		17,311
5%, 5/1/34 Pool # 780890		63,220		69,981
5%, 6/1/34 Pool # 255230		26,678		29,529
7%, 7/1/34 Pool # 792636		8,217		8,604
4%, 2/1/35 Pool # MA2177		1,365,639		1,467,449
5%, 8/1/35 Pool # 829670		127,863		140,840
5%, 9/1/35 Pool # 820347		168,762		190,115
5%, 9/1/35 Pool # 835699		141,065		156,044
5%, 11/1/35 Pool # 844809		51,613		56,863
4.5%, 12/1/35 Pool # 745147		24,809		26,974
5%, 12/1/35 Pool # 850561		61,010		67,225
5%, 2/1/36 Pool # 745275		24,246		26,722
5%, 3/1/36 Pool # 745355		32,017		35,277
6%, 11/1/36 Pool # 902510		117,250		134,582
5.5%, 5/1/37 Pool # 928292		177,690		198,383
6%, 10/1/37 Pool # 947563		150,659		173,235
6.5%, 12/1/37 Pool # 889072		143,091		163,935
5%, 4/1/38 Pool # 889260		29,344		32,302
6.5%, 8/1/38 Pool # 987711		275,929		332,926
4.5%, 8/1/40 Pool # AD8243		139,909		152,012
4%, 9/1/40 Pool # AE3039		1,243,063		1,336,885
4%, 1/1/41 Pool # AB2080		1,002,944		1,073,837
5.5%, 7/1/41 Pool # AL6588		1,032,788		1,157,819
4%, 9/1/41 Pool # AJ1406		876,334		935,023
4%, 10/1/41 Pool # AJ4046		1,220,501		1,312,911
3.5%, 11/1/41 Pool # AB3867		526,697		549,735
4%, 3/1/42 Pool # AL1998		1,897,837		2,041,617
3.5%, 6/1/42 Pool # AO4134		1,784,118		1,861,939
3.5%, 8/1/42 Pool # AP2133		1,036,162		1,080,857
3%, 9/1/42 Pool # AP6568		162,633		164,998
3.5%, 9/1/42 Pool # AB6228		565,527		589,931
3.5%, 12/1/42 Pool # AQ8892		175,507		183,043
3.5%, 1/1/43 Pool # AQ9326		837,316		878,850
3%, 2/1/43 Pool # AL3072		1,330,299		1,349,390
3.5%, 4/1/43 Pool # AR9902		551,193		578,865
3.5%, 4/1/43 Pool # AT2887		486,026		507,537
4.5%, 2/1/45 Pool # MA2193		1,362,528		1,484,992
				28,502,572
Freddie Mac - 7.9%
5%, 5/1/18 Pool # E96322		30,010		31,120
5%, 2/1/21 Pool # G11911		11,838		12,567
4.5%, 4/1/23 Pool # J07302		24,616		26,379
4.5%, 11/1/23 Pool # G13342		13,845		14,974
3%, 12/1/26 Pool # J17506		109,648		114,227
3%, 1/1/27 Pool # G18420		56,620		58,938
3%, 8/1/27 Pool # J19899		1,086,826		1,135,022
8%, 6/1/30 Pool # C01005		1,021		1,156
7%, 3/1/31 Pool # C48133		6,943		6,967
6.5%, 1/1/32 Pool # C62333		29,724		33,970
3.5%, 8/1/32 Pool # C91485		233,517		245,566
5%, 7/1/33 Pool # A11325		306,926		341,180
4.5%, 6/1/34 Pool # C01856		826,785		897,475
5%, 4/1/35 Pool # A32315		49,226		54,231
5%, 4/1/35 Pool # A32316		50,333		55,069
6.5%, 11/1/36 Pool # C02660		17,055		19,544
5.5%, 11/1/37 Pool # A68787		275,905		311,799
5%, 9/1/38 Pool # G04815		13,236		14,487
5.5%, 12/1/38 Pool # G05267		968,505		1,077,833
5%, 2/1/39 Pool # G05572		420,895		464,064
5%, 10/1/39 Pool # A89335		1,227,909		1,361,526
3.5%, 11/1/40 Pool # G06168		867,553		902,933
4%, 10/1/41 Pool # Q04092		1,500,891		1,604,197
4.5%, 3/1/42 Pool # G07491		1,091,325		1,185,635

See accompanying Notes to Financial Statements.

29

Madison Funds | October 31, 2015

 Madison Core Bond Fund Portfolio of Investments - continued

	Par Value		Value (Note 2)
MORTGAGE BACKED SECURITIES - continued
Freddie Mac - continued
3%, 9/1/42 Pool # C04233	$	897,112	$	907,374
3%, 2/1/43 Pool # Q15767		163,613		165,123
3%, 4/1/43 Pool # V80025		632,893		640,043
3%, 4/1/43 Pool # V80026		632,111		639,264
3.5%, 8/1/44 Pool # Q27927		877,026		913,269
4%, 5/1/45 Pool # G08642		1,941,715		2,065,883
3%, 7/1/45 Pool # G08653		990,418		998,856
3.5%, 9/1/45 Pool # G08667		1,246,524		1,295,361
				17,596,032
Ginnie Mae - 0.0%
6.5%, 2/20/29 Pool # 2714		15,527		18,202
6.5%, 4/20/31 Pool # 3068		7,467		8,823
4%, 4/15/39 Pool # 698089		77,390		82,468
				109,493
Total Mortgage Backed Securities
(Cost $45,320,370)				46,208,097
		Contracts
PUT OPTIONS PURCHASED - 0.0%
10 Year U.S. Treasury Note, Put, Dec 2015, $125		25		5,468
10 Year U.S. Treasury Note, Put, Dec 2015, $127		25		23,047
Total Put Options Purchased
(Cost $14,213)				28,515
		Par Value
U.S. GOVERNMENT AND AGENCY OBLIGATIONS - 26.6%
Fannie Mae - 0.6%
3.000%, 5/24/32 (E)		1,250,000		1,228,754
Federal Farm Credit Bank - 0.2%
5.875%, 10/3/16		500,000		525,493
Freddie Mac - 0.2%
5.000%, 2/16/17		450,000		475,398
U.S. Treasury Bonds - 4.5%
6.625%, 2/15/27		2,000,000		2,877,604
5.375%, 2/15/31		1,250,000		1,717,090
4.500%, 5/15/38		2,750,000		3,578,616
3.750%, 8/15/41		250,000		291,201
3.000%, 5/15/45		1,650,000		1,669,487
				10,133,998
U.S. Treasury Notes - 21.1%
0.375%, 10/31/16		1,000,000		999,206
0.875%, 1/31/17		2,500,000		2,511,100
3.125%, 1/31/17		3,800,000		3,922,162
0.750%, 3/15/17		3,600,000		3,608,298
2.375%, 7/31/17		2,200,000		2,264,139
1.875%, 10/31/17		3,000,000		3,066,015
4.250%, 11/15/17		2,550,000		2,727,602
2.625%, 1/31/18		3,000,000		3,117,969
2.750%, 2/28/18		3,000,000		3,129,063
3.875%, 5/15/18		2,750,000		2,954,960
1.375%, 2/28/19		3,000,000		3,020,235
3.625%, 8/15/19		1,750,000		1,899,480
2.625%, 11/15/20		1,350,000		1,417,746
3.125%, 5/15/21		3,750,000		4,036,132
2.125%, 8/15/21		1,900,000		1,941,563
2.000%, 10/31/21		2,500,000		2,533,267
1.750%, 9/30/22		2,500,000		2,477,735
2.750%, 2/15/24		1,500,000		1,581,524
				47,208,196
Total U.S. Government and Agency Obligations (Cost $57,088,504)				59,571,839
		Shares
SHORT-TERM INVESTMENTS - 2.9%
State Street Institutional U.S. Government
Money Market Fund, Premier Class		6,554,356		6,554,356
Total Short-Term Investments
(Cost $6,554,356)				6,554,356
TOTAL INVESTMENTS - 98.7% (Cost $217,500,787**)				221,066,567
NET OTHER ASSETS AND LIABILITIES - 1.3%				2,812,313
TOTAL CALL & PUT OPTIONS WRITTEN - (0.0)%				(20,313	)
TOTAL NET ASSETS - 100.0%			$	223,858,567

**	Aggregate cost for Federal tax purposes was $217,500,787.
(A)	Floating rate or variable rate note. Rate shown is as of October 31, 2015.
(B)	Security sold within terms of a private placement memorandum exempt from registration under section 144A of the Securities Act of 1933, as amended, and may be sold only to dealers in that program or other “qualified institutional buyers.”
(C)	Illiquid security (See Note 2).
(D)	Notes and bonds, issued by foreign entities, denominated in U.S. dollars. The aggregate of these securities is 1.3% of total net assets.
(E)	Stepped rate security. Rate shown is as of October 31, 2015.
AGM	Assured Guaranty Municipal Corp.
PSF-GTD	Permanent School Fund Guaranteed.

	Contracts
Put Options Written	(100 Shares Per Contract)	Expiration Date	Strike Price	Value (Note 2)
10 Year U.S. Treasury Note	50	December 2015	$125.50	$20,313
Total Put Options Written (Premiums received $9,225)				$20,313
Total Options Written, at Value (Premiums received $9,225)				$20,313
Holdings of Open Futures Contracts
		Number of		Unrealized Appreciation/
Type	Expiration	Contracts	Position Type	(Depreciation)
90 Day Euro Futures	March 2016	1	Long	$610
				$610

See accompanying Notes to Financial Statements.

30

Madison Funds | October 31, 2015

 Madison Corporate Bond Fund Portfolio of Investments

	Par Value		Value (Note 2)
CORPORATE NOTES AND BONDS - 89.3%
Consumer Discretionary - 10.3%
Amazon.com Inc., 3.8%, 12/5/24	$	200,000	$	208,699
CCO Safari II LLC (A), 4.464%, 7/23/22		200,000		202,900
Comcast Corp., 6.45%, 3/15/37		300,000		376,269
DIRECTV Holdings LLC / DIRECTV Financing Co. Inc., 5%, 3/1/21		300,000		327,957
DR Horton Inc., 3.75%, 3/1/19		50,000		51,375
Georgia-Pacific LLC (A), 3.163%, 11/15/21		100,000		100,392
GLP Capital L.P. / GLP Financing II Inc., 4.875%, 11/1/20		25,000		25,750
Harman International Industries Inc., 4.15%, 5/15/25		100,000		97,679
Nissan Motor Acceptance Corp. (A), 2.65%, 9/26/18		50,000		51,014
Priceline Group Inc./The, 3.65%, 3/15/25		200,000		199,211
QVC Inc., 3.125%, 4/1/19		200,000		198,570
Sirius XM Radio Inc. (A), 6%, 7/15/24		125,000		131,975
Time Warner Inc., 6.25%, 3/29/41		150,000		171,178
Toll Brothers Finance Corp., 4%, 12/31/18		50,000		52,000
Viacom Inc., 3.25%, 3/15/23		100,000		92,599
Walgreens Boots Alliance Inc., 4.5%, 11/18/34		150,000		139,032
				2,426,600
Consumer Staples - 6.0%
CVS Health Corp. (A), 4.75%, 12/1/22		200,000		217,995
CVS Health Corp., 5.125%, 7/20/45		200,000		214,417
General Mills Inc., 5.65%, 2/15/19		200,000		222,649
JM Smucker Co/The, 3.5%, 3/15/25		200,000		200,626
Kraft Foods Group Inc., 3.5%, 6/6/22		200,000		203,960
Kraft Heinz Foods Co. (A), 3.95%, 7/15/25		150,000		153,585
Wal-Mart Stores Inc., 3.25%, 10/25/20		200,000		211,748
				1,424,980
Energy - 11.3%
Antero Resources Corp. (A), 5.625%, 6/1/23		50,000		46,000
Calumet Specialty Products Partners L.P. / Calumet Finance Corp., 6.5%, 4/15/21		100,000		93,000
Chevron Corp., 3.191%, 6/24/23		200,000		204,467
ConocoPhillips Co., 4.15%, 11/15/34		200,000		192,183
Devon Energy Corp., 5.6%, 7/15/41		100,000		96,819
Energy Transfer Partners L.P., 5.2%, 2/1/22		300,000		298,488
Enterprise Products Operating LLC, 4.45%, 2/15/43		200,000		171,902
Freeport-McMoran Oil & Gas LLC / FCX Oil & Gas Inc., 6.75%, 2/1/22		150,000		132,187
Helmerich & Payne International Drilling Co., 4.65%, 3/15/25		100,000		101,475
Kinder Morgan Energy Partners L.P., 2.65%, 2/1/19		50,000		48,873
Kinder Morgan Inc. (A), 5%, 2/15/21		50,000		50,600
Marathon Oil Corp., 2.7%, 6/1/20		200,000		194,147
Marathon Petroleum Corp., 5.125%, 3/1/21		250,000		272,737
Phillips 66, 4.65%, 11/15/34		100,000		99,782
Phillips 66 Partners L.P., 3.605%, 2/15/25		200,000		184,119
Valero Energy Corp., 6.625%, 6/15/37		350,000		387,157
Williams Partners L.P. / ACMP Finance Corp., 4.875%, 5/15/23		100,000		90,260
				2,664,196
Financials - 36.5%
Banks - 16.6%
Bank of America Corp., 2.6%, 1/15/19		100,000		101,180
Bank of America Corp., MTN, 3.3%, 1/11/23		200,000		199,421
BB&T Corp., MTN, 2.25%, 2/1/19		200,000		202,084
Capital One Financial Corp., 2.45%, 4/24/19		300,000		300,277
Fifth Third Bancorp, 2.3%, 3/1/19		300,000		300,658
Goldman Sachs Group Inc./The, 5.75%, 1/24/22		100,000		114,591
Goldman Sachs Group Inc./The, 3.625%, 1/22/23		200,000		204,217
Huntington National Bank/The, 2.2%, 4/1/19		300,000		299,173
JPMorgan Chase & Co., 4.25%, 10/15/20		100,000		107,103
JPMorgan Chase & Co., 3.125%, 1/23/25		200,000		194,299
KeyCorp, MTN, 5.1%, 3/24/21		250,000		278,312
Morgan Stanley, 2.8%, 6/16/20		200,000		201,680
Morgan Stanley, MTN, 3.7%, 10/23/24		200,000		202,545
PNC Funding Corp., 3.3%, 3/8/22		100,000		103,032
Regions Bank, 2.25%, 9/14/18		250,000		250,893
US Bancorp, MTN, 2.2%, 11/15/16		400,000		405,609
Wells Fargo & Co., 5.625%, 12/11/17		410,000		445,038
				3,910,112
Diversified Financial Services - 8.2%
AerCap Ireland Captial Ltd. / AerCap Global
Aviation Trust (B), 3.75%, 5/15/19		150,000		151,800
Affliated Managers Group Inc., 4.25%, 2/15/24		300,000		306,696
Air Lease Corp., 3.875%, 4/1/21		50,000		51,000
Air Lease Corp., 3.75%, 2/1/22		200,000		197,950
American Express Co., 6.15%, 8/28/17		300,000		324,277
Apollo Management Holdings L.P. (A), 4%, 5/30/24		250,000		251,311
General Electric Capital Corp., MTN, 6.75%, 3/15/32		425,000		557,361
Synchrony Financial, 3.75%, 8/15/21		100,000		100,851
				1,941,246
Insurance - 7.6%
Aflac Inc., 3.625%, 11/15/24		200,000		203,353
American International Group Inc., 3.875%, 1/15/35		200,000		187,385
Berkshire Hathaway Finance Corp., 5.4%, 5/15/18		400,000		439,483
Liberty Mutual Group Inc. (A), 4.25%, 6/15/23		100,000		102,492
MetLife Inc., 3.6%, 4/10/24		300,000		308,417
New York Life Global Funding (A), 1.95%, 2/11/20		200,000		198,060
ProAssurance Corp., 5.3%, 11/15/23		50,000		53,502
Prudential Financial Inc., MTN, 3.5%, 5/15/24		300,000		304,825
				1,797,517
Machinery-Constr&Mining - 0.9%
Caterpillar Financial Services Corp., Series
G, 2.45%, 9/6/18		200,000		205,180
Mining - 0.5%
Glencore Funding LLC (A), 3.125%, 4/29/19		125,000		107,188
Real Estate - 2.7%
Simon Property Group L.P., 4.125%,
12/1/21		400,000		429,172
WP Carey Inc., 4.6%, 4/1/24		200,000		201,973
				631,145
				8,592,388
Health Care - 6.3%
AbbVie Inc., 4.7%, 5/14/45		100,000		95,723
Actavis Funding SCS (B), 4.55%, 3/15/35		130,000		123,901
Cardinal Health Inc., 1.95%, 6/15/18		200,000		200,942
Express Scripts Holding Co., 4.75%, 11/15/21		200,000		216,532
Forest Laboratories Inc. (A), 5%, 12/15/21		50,000		54,038
Gilead Sciences Inc., 4.75%, 3/1/46		100,000		101,158
HCA Inc., 3.75%, 3/15/19		100,000		101,750
Laboratory Corp. of America Holdings, 3.6%, 2/1/25		200,000		194,663
Stryker Corp., 1.3%, 4/1/18		100,000		99,683
UnitedHealth Group Inc., 2.875%, 3/15/23		200,000		199,613
UnitedHealth Group Inc., 4.75%, 7/15/45		100,000		106,299
				1,494,302
Industrials - 7.3%
Burlington Northern Santa Fe LLC, 4.45%,
3/15/43		200,000		196,492
Caterpillar Inc., 5.2%, 5/27/41		20,000		22,136
CRH America Inc. (A), 3.875%, 5/18/25		200,000		200,707
FedEx Corp., 4.75%, 11/15/45		200,000		197,303
Hertz Corp/The, 7.5%, 10/15/18		100,000		102,250
International Lease Finance Corp., 8.875%, 9/1/17		100,000		111,000
Lockheed Martin Corp., 2.9%, 3/1/25		200,000		192,983
Norfolk Southern Corp., 3.25%, 12/1/21		200,000		202,779
Textron Inc., 3.875%, 3/1/25		200,000		198,127
United Rentals North America Inc., 6.125%, 6/15/23		100,000		104,350
Verisk Analytics Inc., 4%, 6/15/25		200,000		194,592
				1,722,719
Information Technology - 4.6%
Autodesk Inc., 4.375%, 6/15/25		200,000		200,250
CDW LLC / CDW Finance Corp., 5%, 9/1/23		50,000		51,875
First Data Corp. (A), 6.75%, 11/1/20		100,000		105,375
Fiserv Inc., 2.7%, 6/1/20		200,000		200,214
Intel Corp., 4.9%, 7/29/45		100,000		103,997
Microsoft Corp., 3.5%, 2/12/35		100,000		92,526
Oracle Corp., 5.75%, 4/15/18		300,000		331,217
				1,085,454
Materials - 3.2%
Agrium Inc. (B), 3.375%, 3/15/25		200,000		186,865
Alcoa Inc., 5.125%, 10/1/24		50,000		49,562
Dow Chemical Co./The, 4.125%, 11/15/21		200,000		211,377
Packaging Corp. of America, 3.65%, 9/15/24		300,000		299,598
				747,402
Telecommunication Services - 3.8%
AT&T Inc., 4.75%, 5/15/46		75,000		68,862
Frontier Communications Corp. (A), 11%, 9/15/25		200,000		209,624
Harris Corp., 5.054%, 4/27/45		200,000		195,931
Verizon Communications Inc., 5.15%, 9/15/23		200,000		222,921
Verizon Communications Inc., 4.4%, 11/1/34		200,000		187,986
				885,324
Total Corporate Notes and Bonds
(Cost $20,889,465)				21,043,365

See accompanying Notes to Financial Statements.

31

Madison Funds | October 31, 2015

 Madison Corporate Bond Fund Portfolio of Investments - continued

	Par Value		Value (Note 2)
LONG TERM MUNICIPAL BONDS - 7.6%
Alabama Incentives Financing Authority
Revenue, Series A, 5%, 9/1/29	$	200,000	$	225,844
City of Oklahoma City OK Tax Allocation, Series B, 5%, 3/1/32		200,000		227,046
County of Bexar TX, General Obligation, Series C, 6.628%, 6/15/39		200,000		227,066
County of Palm Beach FL Revenue, 5%, 11/1/33		200,000		212,560
Dallas/Fort Worth International Airport Revenue, Series G, 5%, 11/1/29		200,000		229,392
Desert Community College District CA, General Obligation, Series B, (AGM), 5%, 8/1/32		200,000		213,236
Las Vegas Valley Water District, General Obligation, Series A, 7.1%, 6/1/39		200,000		230,352
Orange County Health Facilities Authority Revenue, 5%, 1/1/29		200,000		219,106
Total Long Term Municipal Bonds
(Cost $1,755,743)				1,784,602
		Shares
SHORT-TERM INVESTMENTS - 2.5%
State Street Institutional U.S. Government Money Market Fund, Premier Class		585,487		585,487
Total Short-Term Investments
(Cost $585,487)				585,487
TOTAL INVESTMENTS - 99.4% (Cost $23,230,695**)				23,413,454
NET OTHER ASSETS AND LIABILITIES - 0.6%				131,661
TOTAL NET ASSETS - 100.0%			$	23,545,115

**	Aggregate cost for Federal tax purposes was $23,230,695.
(A)	Security sold within terms of a private placement memorandum exempt from registration under Rule 144A of the Securities Act of 1933, as amended, and may be sold only to dealers in that program or other “qualified institutional buyers.”
(B)	Notes and bonds, issued by foreign entities, denominated in U.S. dollars. The aggregate of these securities is 2.0% of total net assets.
AGM	Assured Guaranty Municipal Corp.
MTN	Medium Term Note.

 Madison High Income Fund Portfolio of Investments

	Par Value		Value (Note 2)
CORPORATE NOTES AND BONDS - 93.9%
Consumer Discretionary - 22.9%
Cablevision Systems Corp., 5.875%, 9/15/22	$	100,000	$	83,000
CCO Holdings LLC / CCO Holdings Capital Corp., 6.5%, 4/30/21		400,000		419,750
Cequel Communications Holdings I LLC / Cequel Capital Corp. (A), 5.125%, 12/15/21		250,000		240,185
Cumulus Media Holdings Inc., 7.75%, 5/1/19		75,000		49,875
DISH DBS Corp., 6.75%, 6/1/21		200,000		206,500
DISH DBS Corp., 5.875%, 11/15/24		100,000		95,650
Group 1 Automotive Inc., 5%, 6/1/22		300,000		303,000
Mediacom LLC / Mediacom Capital Corp., 7.25%, 2/15/22		100,000		101,250
MGM Resorts International, 6%, 3/15/23		150,000		152,250
New Red Finance Inc. (A) (B), 6%, 4/1/22		300,000		313,875
Nexteer Automotive Group Ltd. (A) (B), 5.875%, 11/15/21		250,000		252,500
Outfront Media Capital LLC / Outfront Media Capital Corp., 5.625%, 2/15/24		500,000		520,315
Penske Automotive Group Inc., 5.75%, 10/1/22		250,000		258,125
Pinnacle Entertainment Inc., 8.75%, 5/15/20		200,000		208,250
Scientific Games International Inc., 6.25%, 9/1/20		350,000		243,250
Sinclair Television Group Inc., 6.375%, 11/1/21		400,000		412,000
Sirius XM Radio Inc. (A), 5.875%, 10/1/20		250,000		265,750
Sirius XM Radio Inc. (A), 4.625%, 5/15/23		250,000		246,875
Univision Communications Inc. (A), 6.75%, 9/15/22		497,000		524,956
UPCB Finance VI Ltd. (A) (B), 6.875%, 1/15/22		225,000		237,938
Viking Cruises Ltd. (A) (B), 8.5%, 10/15/22		300,000		326,250
WMG Acquisition Corp. (A), 6.75%, 4/15/22		400,000		370,252
				5,831,796
Consumer Staples - 2.8%
Dean Foods Co. (A), 6.5%, 3/15/23		200,000		211,000
Dole Food Co. Inc. (A), 7.25%, 5/1/19		500,000		501,750
				712,750
Energy - 8.2%
Berry Petroleum Co. LLC, 6.75%, 11/1/20		200,000		78,000
Chaparral Energy Inc., 8.25%, 9/1/21		500,000		170,000
Exterran Partners L.P. / EXLP Finance Corp. (C), 6%, 10/1/22		250,000		211,250
Jupiter Resources Inc. (A) (B), 8.5%, 10/1/22		150,000		78,000
Linn Energy LLC / Linn Energy Finance Corp., 6.5%, 9/15/21		200,000		44,000
Memorial Production Partners L.P. / Memorial Production Finance Corp., 7.625%, 5/1/21		300,000		201,000
Memorial Production Partners L.P. / Memorial Production Finance Corp., 6.875%, 8/1/22		150,000		94,500
Paramount Resources Ltd. (A) (B), 6.875%, 6/30/23		100,000		88,000
QEP Resources Inc., 5.375%, 10/1/22		250,000		225,000
QEP Resources Inc., 5.25%, 5/1/23		250,000		221,875
Sanchez Energy Corp., 6.125%, 1/15/23		100,000		72,500
Southern Star Central Corp. (A), 5.125%, 7/15/22		300,000		291,000
Tesoro Logistics L.P. / Tesoro Logistics Finance Corp. (A), 6.25%, 10/15/22		100,000		104,000
Unit Corp., 6.625%, 5/15/21		250,000		200,000
				2,079,125
Financials - 7.1%
Ally Financial Inc., 3.75%, 11/18/19		300,000		303,900
Geo Group Inc./The, 5.875%, 10/15/24		150,000		151,500
Iron Mountain Inc., 6%, 8/15/23		150,000		157,313
Iron Mountain Inc., 5.75%, 8/15/24		350,000		351,750
MPT Operating Partnership L.P. / MPT Finance Corp., 6.875%, 5/1/21		350,000		366,187
Nationstar Mortgage LLC / Nationstar Capital Corp., 6.5%, 7/1/21		300,000		274,500
Quicken Loans Inc. (A), 5.75%, 5/1/25		200,000		198,500
				1,803,650
Health Care - 9.1%
Acadia Healthcare Co. Inc., 5.125%, 7/1/22		250,000		246,875
Alere Inc. (A), 6.375%, 7/1/23		200,000		208,000
CHS/Community Health Systems Inc., 6.875%, 2/1/22		300,000		302,250
Endo Finance LLC / Endo Finco Inc. (A), 7.25%, 12/15/20		500,000		516,875
Grifols Worldwide Operations Ltd. (B), 5.25%, 4/1/22		250,000		258,750
Jaguar Holding Co. II / Pharmaceutical Product Development LLC (A), 6.375%, 8/1/23		100,000		100,125
Mallinckrodt International Finance S.A. (B), 4.75%, 4/15/23		300,000		261,000
MPH Acquisition Holdings LLC (A), 6.625%, 4/1/22		250,000		255,000
Valeant Pharmaceuticals International Inc. (A) (B), 5.625%, 12/1/21		200,000		173,500
				2,322,375
Industrials - 10.9%
ACCO Brands Corp., 6.75%, 4/30/20		200,000		213,000
Ashtead Capital Inc. (A), 6.5%, 7/15/22		250,000		268,125
Avis Budget Car Rental LLC / Avis Budget Finance Inc. (A), 5.25%, 3/15/25		250,000		249,062
Bombardier Inc. (A) (B), 6.125%, 1/15/23		200,000		155,000
Brand Energy & Infrastructure Services Inc. (A) (C), 8.5%, 12/1/21		250,000		226,250
Building Materials Corp. of America (A), 5.375%, 11/15/24		250,000		257,187
Casella Waste Systems Inc. (C), 7.75%, 2/15/19		200,000		203,000
Clean Harbors Inc., 5.125%, 6/1/21		150,000		153,975
Gates Global LLC / Gates Global Co. (A), 6%, 7/15/22		175,000		140,438
Hertz Corp./The, 6.75%, 4/15/19		250,000		256,562
Hertz Corp./The, 5.875%, 10/15/20		100,000		103,500
Nortek Inc., 8.5%, 4/15/21		250,000		265,000
Spirit AeroSystems Inc., 5.25%, 3/15/22		200,000		206,750
United Rentals North America Inc., 8.25%, 2/1/21		69,000		72,623
				2,770,472
Information Technology - 9.6%
Alliance Data Systems Corp. (A), 6.375%, 4/1/20		400,000		413,000
Audatex North America Inc. (A), 6%, 6/15/21		200,000		201,402
Belden Inc. (A), 5.5%, 9/1/22		500,000		495,000
CommScope Holding Co. Inc. (A), 6.625%, 6/1/20		200,000		208,000
Hughes Satellite Systems Corp., 7.625%, 6/15/21		150,000		163,500

See accompanying Notes to Financial Statements.

32

Madison Funds | October 31, 2015

 Madison High Income Fund Portfolio of Investments - continued

	Par Value		Value (Note 2)
CORPORATE NOTES AND BONDS - continued
Information Technology - continued
Micron Technology Inc. (A), 5.25%, 1/15/24	$	125,000	$	119,688
Plantronics Inc. (A), 5.5%, 5/31/23		200,000		203,500
SunGard Data Systems Inc., 7.375%, 11/15/18		246,000		251,842
ViaSat Inc., 6.875%, 6/15/20		370,000		387,575
				2,443,507
Materials - 6.8%
Berry Plastics Corp., 5.5%, 5/15/22		275,000		283,250
Greif Inc., 6.75%, 2/1/17		250,000		260,620
Murray Energy Corp. (A), 11.25%, 4/15/21		100,000		26,750
Rayonier AM Products Inc. (A), 5.5%, 6/1/24		450,000		355,500
Reynolds Group Issuer Inc. / Reynolds Group Issuer LLC / Reynolds Group Issuer Lu, 5.75%, 10/15/20		400,000		416,000
Steel Dynamics Inc., 5.5%, 10/1/24		250,000		246,875
Tronox Finance LLC, 6.375%, 8/15/20		200,000		142,440
				1,731,435
Telecommunication Services - 7.1%
Altice S.A. (A) (B), 7.625%, 2/15/25		250,000		229,875
CenturyLink Inc., 5.625%, 4/1/20		250,000		250,285
Frontier Communications Corp. (A), 10.5%, 9/15/22		100,000		103,750
GCI Inc., 6.875%, 4/15/25		150,000		154,500
Intelsat Jackson Holding SA (B), 5.5%, 8/1/23		200,000		164,875
SBA Telecommunications Inc., 5.75%, 7/15/20		300,000		313,125
Sprint Corp., 7.125%, 6/15/24		300,000		263,438
Sprint Corp., 7.625%, 2/15/25		150,000		133,125
T-Mobile USA Inc., 6.633%, 4/28/21		200,000		207,000
				1,819,973
Utilities - 9.4%
AES Corp./VA, 5.5%, 3/15/24		400,000		378,000
AmeriGas Finance LLC / AmeriGas Finance Corp., 7%, 5/20/22		400,000		422,000
Calpine Corp., 5.5%, 2/1/24		250,000		237,500
Dynegy Inc., 7.625%, 11/1/24		150,000		150,375
Ferrellgas L.P. / Ferrellgas Finance Corp., 6.75%, 1/15/22		400,000		371,064
NRG Energy Inc., 8.25%, 9/1/20		200,000		205,000
NRG Energy Inc., 6.25%, 5/1/24		200,000		179,000
Suburban Propane Partners L.P. / Suburban Energy Finance Corp., 7.375%, 8/1/21		227,000		238,350
Talen Energy Supply LLC (A), 4.625%, 7/15/19		250,000		228,700
				2,409,989
Total Corporate Notes and Bonds
(Cost $25,203,764)				23,925,072
		Shares
SHORT-TERM INVESTMENTS - 3.8%
State Street Institutional U.S. Government Money Market Fund, Premier Class		981,190		981,190
Total Short-Term Investments
(Cost $981,190)				981,190
TOTAL INVESTMENTS - 97.7% (Cost $26,184,954** )				24,906,262
NET OTHER ASSETS AND LIABILITIES - 2.3%				597,694
TOTAL NET ASSETS - 100.0%			$	25,503,956

**	Aggregate cost for Federal tax purposes was $26,184,954.
(A)	Security sold within terms of a private placement memorandum exempt from registration under Rule 144A of the Securities Act of 1933, as amended, and may be sold only to dealers in that program or other “qualified institutional buyers.”
(B)	Notes and bonds, issued by foreign entities, denominated in U.S. dollars. The aggregate of these securities is 10.0% of total net assets.
(C)	Illiquid security (See Note 2).

 Madison Diversified Income Fund Portfolio of Investments

	Shares		Value (Note 2)
COMMON STOCKS - 54.1%
Consumer Discretionary - 5.1%
Home Depot Inc./The		20,800	$	2,571,712
McDonald’s Corp.		33,000		3,704,250
Omnicom Group Inc.		17,000		1,273,640
				7,549,602
Consumer Staples - 9.6%
Coca-Cola Co./The		45,000		1,905,750
General Mills Inc.		33,500		1,946,685
JM Smucker Co./The		20,000		2,347,800
Mondelez International Inc., Class A		33,500		1,546,360
Nestle S.A., ADR		26,700		2,035,074
PepsiCo Inc.		15,000		1,532,850
Procter & Gamble Co./The		37,500		2,864,250
				14,178,769
Energy - 4.5%
Chevron Corp.		17,700		1,608,576
Exxon Mobil Corp.		27,500		2,275,350
Marathon Petroleum Corp.		17,000		880,600
Occidental Petroleum Corp.		8,500		633,590
Schlumberger Ltd.		16,000		1,250,560
				6,648,676
Financials - 8.1%
BB&T Corp.		33,500		1,244,525
MetLife Inc.		24,500		1,234,310
Northern Trust Corp.		16,000		1,126,240
Travelers Cos. Inc./The		31,500		3,556,035
US Bancorp		51,500		2,172,270
Wells Fargo & Co.		47,000		2,544,580
				11,877,960
Health Care - 7.2%
Amgen Inc.		7,500		1,186,350
Johnson & Johnson		27,500		2,778,325
Medtronic PLC		22,100		1,633,632
Merck & Co. Inc.		35,000		1,913,100
Pfizer Inc.		90,000		3,043,800
				10,555,207
Industrials - 8.4%
3M Co.		5,500		864,655
Boeing Co./The		18,200		2,694,874
General Electric Co.		101,500		2,935,380
United Parcel Service Inc., Class B		25,300		2,606,406
United Technologies Corp.		18,500		1,820,585
Waste Management Inc.		28,000		1,505,280
				12,427,180
Information Technology - 7.2%
Accenture PLC, Class A		27,000		2,894,400
Automatic Data Processing Inc.		10,000		869,900
Cisco Systems Inc.		32,000		923,200
Linear Technology Corp.		33,000		1,465,860
Microsoft Corp.		50,500		2,658,320
Texas Instruments Inc.		31,000		1,758,320
				10,570,000
Materials - 1.1%
Praxair Inc.		14,000		1,555,260
Telecommunication Service - 1.6%
Verizon Communications Inc.		52,000		2,437,760
Utilities - 1.3%
Duke Energy Corp.		26,500		1,893,955
Total Common Stocks
(Cost $62,068,568)				79,694,369
		Par Value
ASSET BACKED SECURITIES - 1.2%
ABSC Long Beach Home Equity Loan Trust, Series 2000-LB1, Class AF5 (A), 8.55%, 9/21/30	$	98,971		103,101
Ally Master Owner Trust, Series 2014-4, Class A2, 1.43%, 6/17/19		225,000		224,732
CNH Equipment Trust, Series 2014-A, Class A3, 0.84%, 5/15/19		175,000		174,651
Ford Credit Auto Owner Trust, Series 2014-A, Class A3, 0.79%, 5/15/18		179,918		179,826
Hyundai Auto Receivables Trust, Series 2014-A, Class A3, 0.79%, 7/16/18		95,347		95,301
Mercedes-Benz Auto Lease Trust, Series 2014-A, Class A4, 0.9%, 12/16/19		325,000		324,994
Santander Drive Auto Receivables Trust, Series 2013-3 Class B, 1.19%, 5/15/18		121,493		121,477
Santander Drive Auto Receivables Trust, Series 2013-5, Class C, 2.25%, 6/17/19		250,000		251,387
Volkswagen Auto Lease Trust, Series 2014-A, Class A3, 0.8%, 4/20/17		150,000		149,994
Volvo Financial Equipment LLC, Series 2014-1A, Class A3 (B), 0.82%, 4/16/18		125,000		124,820
Total Asset Backed Securities
(Cost $1,750,519)				1,750,283
COMMERCIAL MORTGAGE-BACKED
SECURITIES - 0.7%
Bear Stearns Commercial Mortgage
Securities Trust, Series 2007-PW17, Class A1A (A), 5.65%, 6/11/50		324,545		344,672
Fannie Mae-Aces, Series 2013-M12, Class APT (A), 2.387%, 3/25/23		310,276		315,235
FREMF Mortgage Trust, Series 2012-K708, Class B (A) (B), 3.754%, 2/25/45		300,000		311,425
Total Commercial Mortgage-Backed
Securities (Cost $967,431)				971,332

See accompanying Notes to Financial Statements.

33

Madison Funds | October 31, 2015

 Madison Diversified Income Fund Portfolio of Investments - continued

	Par Value		Value (Note 2)
CORPORATE NOTES AND BONDS - 15.6%
Consumer Discretionary - 2.5%
AARP Inc. (B) (C), 7.5%, 5/1/31	$	750,000	$	1,013,933
Advance Auto Parts Inc., 4.5%, 12/1/23		500,000		519,694
Amazon.com Inc., 3.3%, 12/5/21		200,000		207,745
CCO Safari II LLC (B), 4.464%, 7/23/22		400,000		405,799
ERAC USA Finance LLC (B), 6.7%, 6/1/34		325,000		385,241
GLP Capital L.P. / GLP Financing II Inc., 4.875%, 11/1/20		125,000		128,750
Royal Caribbean Cruises Ltd. (D), 7.25%, 6/15/16		400,000		412,112
Time Warner Inc., 4.75%, 3/29/21		400,000		437,819
Walgreens Boots Alliance Inc., 4.5%, 11/18/34		155,000		143,666
				3,654,759
Consumer Staples - 0.8%
Coca-Cola Co./The, 2.45%, 11/1/20		500,000		508,816
CVS Health Corp., 5.125%, 7/20/45		250,000		268,021
Mead Johnson Nutrition Co., 3%, 11/15/20		125,000		125,682
Sysco Corp., 2.6%, 10/1/20		250,000		252,560
				1,155,079
Energy - 2.2%
Antero Resources Corp. (B), 5.625%, 6/1/23		150,000		138,000
ConocoPhillips Co., 4.15%, 11/15/34		500,000		480,459
Energy Transfer Partners L.P., 5.2%, 2/1/22		200,000		198,992
Enterprise Products Operating LLC, 5.2%, 9/1/20		450,000		494,719
Enterprise Products Operating LLC, 3.75%, 2/15/25		300,000		288,914
Freeport-McMoran Oil & Gas LLC / FCX Oil & Gas Inc., 6.75%, 2/1/22		250,000		220,313
Hess Corp., 7.875%, 10/1/29		150,000		179,082
Marathon Oil Corp., 6%, 10/1/17		300,000		320,733
Phillips 66, 4.65%, 11/15/34		500,000		498,908
Transocean Inc. (D), 7.5%, 4/15/31		280,000		189,000
Williams Partners L.P. / ACMP Finance Corp., 4.875%, 5/15/23		250,000		225,650
				3,234,770
Financials - 2.1%
Air Lease Corp., 3.75%, 2/1/22		300,000		296,924
American Express Credit Corp., MTN, 2.375%, 3/24/17		90,000		91,394
Capital One Financial Corp., 2.45%, 4/24/19		200,000		200,185
Fifth Third Bancorp, 2.3%, 3/1/19		275,000		275,603
Glencore Funding LLC (B), 3.125%, 4/29/19		265,000		227,238
Goldman Sachs Group Inc./The, 5.75%, 1/24/22		500,000		572,954
Huntington National Bank/The, 2.2%, 4/1/19		400,000		398,897
Morgan Stanley, 2.8%, 6/16/20		225,000		226,890
New York Life Global Funding (B), 1.95%, 2/11/20		300,000		297,089
Synchrony Financial, 3.75%, 8/15/21		250,000		252,128
Welltower Inc., 4.5%, 1/15/24		200,000		207,772
				3,047,074
Health Care - 1.7%
AbbVie Inc., 2%, 11/6/18		300,000		300,146
Actavis Funding SCS (D), 4.75%, 3/15/45		150,000		143,447
Amgen Inc., 5.85%, 6/1/17		1,050,000		1,122,238
HCA Inc., 3.75%, 3/15/19		150,000		152,625
Merck Sharp & Dohme Corp., 5.75%, 11/15/36		220,000		267,796
UnitedHealth Group Inc., 2.875%, 3/15/23		400,000		399,226
Wyeth LLC, 6.5%, 2/1/34		150,000		188,557
				2,574,035
Industrials - 1.7%
Boeing Co./The, 8.625%, 11/15/31		150,000		221,443
Burlington Northern Santa Fe LLC, 8.125%, 4/15/20		175,000		212,378
Caterpillar Inc., 3.9%, 5/27/21		450,000		479,100
Danaher Corp., 3.9%, 6/23/21		450,000		481,325
FedEx Corp., 4.75%, 11/15/45		250,000		246,628
International Lease Finance Corp., 8.875%, 9/1/17		150,000		166,500
Norfolk Southern Corp., 5.59%, 5/17/25		239,000		272,345
Norfolk Southern Corp., 7.05%, 5/1/37		260,000		341,681
United Rentals North America Inc., 4.625%, 7/15/23		150,000		150,656
				2,572,056
Information Technology - 1.7%
Apple Inc., 2.4%, 5/3/23		450,000		440,258
Broadridge Financial Solutions Inc., 3.95%, 9/1/20		450,000		470,556
Cisco Systems Inc., 5.5%, 2/22/16		240,000		243,764
EMC Corp., 2.65%, 6/1/20		70,000		63,746
Fiserv Inc., 2.7%, 6/1/20		250,000		250,267
Hewlett-Packard Enterprise Co. (B), 6.35%, 10/15/45		175,000		169,525
Intel Corp., 4.9%, 7/29/45		250,000		259,993
International Business Machines Corp., 1.875%, 8/1/22		400,000		379,121
Thomson Reuters Corp. (D), 4.3%, 11/23/23		225,000		233,906
				2,511,136
Materials - 0.2%
Westvaco Corp., 8.2%, 1/15/30		175,000		231,569
Telecommunication Services - 1.1%
AT&T Inc., 4.75%, 5/15/46		200,000		183,631
Comcast Cable Communications Holdings Inc., 9.455%, 11/15/22		415,000		576,900
Frontier Communications Corp. (B), 11%, 9/15/25		200,000		209,624
Harris Corp., 5.054%, 4/27/45		250,000		244,914
Verizon Communications Inc., 5.15%, 9/15/23		400,000		445,843
				1,660,912
Utilities - 1.6%
Interstate Power & Light Co., 6.25%,
7/15/39		175,000		226,579
Nevada Power Co., Series R, 6.75%, 7/1/37		400,000		521,579
Sierra Pacific Power Co., Series M, 6%, 5/15/16		126,000		129,507
Southwestern Electric Power Co., Series E, 5.55%, 1/15/17		500,000		521,738
Wisconsin Electric Power Co., 6.5%, 6/1/28		750,000		949,477
				2,348,880
Total Corporate Notes and Bonds
(Cost $22,025,867 )				22,990,270
LONG TERM MUNICIPAL BONDS - 1.6%
Dallas/Fort Worth International Airport Revenue, Series G, 5%, 11/1/29		300,000		344,088
District of Columbia Water & Sewer Authority Revenue, Series A, (ASSURED GTY), 5%, 10/1/34		300,000		328,419
Jacksonville FL Sales Tax Revenue, Series A, 5%, 10/1/29		300,000		342,402
Metropolitan Water District of Southern California Revenue, Series D, 6.538%, 7/1/39		300,000		338,571
Northside Independent School District, General Obligation, Series B, (PSF-GTD), 5.741%, 8/15/35		325,000		357,919
Rancho Water District Financing Authority Revenue, Series A, 6.337%, 8/1/40		350,000		396,162
State of Iowa Revenue, 6.75%, 6/1/34		250,000		285,700
Total Long Term Municipal Bonds
(Cost $2,338,080)				2,393,261
MORTGAGE BACKED SECURITIES - 9.0%
Fannie Mae - 5.6%
5.5%, 4/1/16 Pool # 745444		2,309		2,317
6%, 5/1/16 Pool # 582558		1,033		1,040
5%, 12/1/17 Pool # 672243		27,287		28,340
5%, 5/1/20 Pool # 813965		64,590		68,573
4.5%, 9/1/20 Pool # 835465		75,289		79,091
6%, 5/1/21 Pool # 253847		14,395		16,299
3.5%, 8/1/26 Pool # AL0787		291,123		307,853
3%, 5/1/27 Pool # AL1715		351,591		367,010
3.5%, 8/1/29 Pool # MA2003		317,323		335,283
7%, 12/1/29 Pool # 762813		8,245		8,699
7%, 11/1/31 Pool # 607515		11,639		12,862
3.5%, 12/1/31 Pool # MA0919		546,331		575,903
7%, 5/1/32 Pool # 644591		2,794		3,128
5.5%, 10/1/33 Pool # 254904		85,241		96,084
5%, 6/1/34 Pool # 255230		65,283		72,259
7%, 7/1/34 Pool # 792636		5,165		5,408
4%, 2/1/35 Pool # MA2177		591,777		635,895
5%, 8/1/35 Pool # 829670		74,339		81,884
5%, 9/1/35 Pool # 820347		100,665		113,402
5%, 9/1/35 Pool # 835699		87,806		97,129
5%, 11/1/35 Pool # 844809		32,844		36,185
5%, 12/1/35 Pool # 850561		37,136		40,919
5.5%, 9/1/36 Pool # 831820		158,154		180,471
6%, 9/1/36 Pool # 831741		149,786		169,604
5.5%, 10/1/36 Pool # 901723		80,317		90,048
5.5%, 12/1/36 Pool # 903059		121,177		137,689
5.5%, 7/1/41 Pool # AL6588		309,836		347,346
3.5%, 6/1/42 Pool # AO4134		418,153		436,392
4%, 6/1/42 Pool # MA1087		338,788		361,632
3.5%, 8/1/42 Pool # AO8100		298,908		311,767
3.5%, 8/1/42 Pool # AP2133		310,849		324,257
3%, 2/1/43 Pool # AB8486		418,698		424,404
3%, 2/1/43 Pool # AB8563		248,683		252,059
3%, 2/1/43 Pool # AL3072		406,132		411,961
3%, 3/1/43 Pool # AB8818		419,022		424,728
4%, 1/1/45 Pool # MA2145		621,522		661,972
4.5%, 2/1/45 Pool # MA2193		454,176		494,997
5.5%, 9/25/35 Series 2005-79, Class LT		153,568		173,383
				8,188,273
Freddie Mac - 3.4%
3%, 8/1/27 Pool # J19899		323,110		337,439
8%, 6/1/30 Pool # C01005		1,888		2,138
6.5%, 1/1/32 Pool # C62333		44,586		50,955
5%, 7/1/33 Pool # A11325		219,233		243,700
5%, 4/1/35 Pool # A32315		32,489		35,792
5%, 4/1/35 Pool # A32316		28,490		31,171
5%, 2/1/39 Pool # G05572		420,895		464,064
3.5%, 11/1/40 Pool # G06168		460,196		478,963
4.5%, 9/1/41 Pool # Q03516		282,360		306,241
4%, 10/1/41 Pool # Q04092		354,756		379,174
3%, 8/1/42 Pool # G08502		370,334		374,593
3%, 9/1/42 Pool # C04233		371,625		375,876

See accompanying Notes to Financial Statements.

34

Madison Funds | October 31, 2015

 Madison Diversified Income Fund Portfolio of Investments - continued

	Par Value		Value (Note 2)
MORTGAGE BACKED SECURITIES - continued
Freddie Mac - continued
3%, 4/1/43 Pool # V80025	$	421,928	$	426,695
3%, 4/1/43 Pool # V80026		421,408		426,176
3.5%, 8/1/44 Pool # Q27927		679,695		707,784
4%, 5/1/45 Pool # G08642		388,343		413,177
				5,053,938
Ginnie Mae - 0.0%
6.5%, 2/20/29 Pool # 2714		21,738		25,483
6.5%, 4/20/31 Pool # 3068		12,445		14,705
				40,188
Total Mortgage Backed Securities
(Cost $13,104,746)				13,282,399
U.S. GOVERNMENT AND AGENCY OBLIGATIONS - 13.8%
U.S. Treasury Bonds - 1.3%
6.625%, 2/15/27		860,000		1,237,370
3.000%, 5/15/42		500,000		509,896
2.500%, 2/15/45		250,000		227,692
				1,974,958
U.S. Treasury Notes - 12.5%
1.375%, 11/30/15		1,500,000		1,501,407
3.125%, 1/31/17		1,750,000		1,806,259
2.375%, 7/31/17		700,000		720,408
4.250%, 11/15/17		2,100,000		2,246,261
3.875%, 5/15/18		750,000		805,898
1.500%, 12/31/18		750,000		758,926
3.125%, 5/15/19		1,000,000		1,064,948
1.625%, 8/31/19		2,000,000		2,023,282
3.375%, 11/15/19		2,000,000		2,157,656
2.000%, 7/31/20		750,000		766,582
2.625%, 11/15/20		2,000,000		2,100,364
1.750%, 5/15/22		1,600,000		1,589,584
2.500%, 8/15/23		750,000		778,261
				18,319,836
Total U.S. Government and Agency
Obligations (Cost $19,857,445)				20,294,794
		Shares
SHORT-TERM INVESTMENTS - 3.5%
State Street Institutional U.S. Government Money Market Fund, Premier Class		5,091,894		5,091,894
Total Short-Term Investments
(Cost $5,091,894)				5,091,894
TOTAL INVESTMENTS - 99.5%
(Cost $127,204,550**)				146,468,602
NET OTHER ASSETS AND LIABILITIES - 0.5%				765,041
TOTAL NET ASSETS - 100.0%			$	147,233,643

**	Aggregate cost for Federal tax purposes was $127,377,279.
(A)	Floating rate or variable rate note. Rate shown is as of October 31, 2015.
(B)	Security sold within terms of a private placement memorandum exempt from registration under Rule 144A of the Securities Act of 1933, as amended, and may be sold only to dealers in that program or other “qualified institutional buyers.”
(C)	Illiquid security (See Note 2).
(D)	Notes and bonds, issued by foreign entities, denominated in U.S. dollars. The aggregate of these securities is 0.7% of total net assets.
ADR	American Depositary Receipt.
ASSURED GTY	Assured Guaranty.
MTN	Medium Term Note.
PLC	Public Limited Company.
PSF-GTD	Permanent School Fund Guaranteed.

 Madison Covered Call & Equity Income Fund Portfolio of Investments

	Shares		Value (Note 2)
COMMON STOCKS - 76.9%
Consumer Discretionary - 9.5%
CarMax Inc.* (A)		22,700	$	1,339,527
CBS Corp., Class B (A)		38,700		1,800,324
Discovery Communications Inc.,
Class A* (A)		33,800		995,072
Discovery Communications Inc., Class C*		31,500		866,880
Johnson Controls Inc. (A)		37,800		1,707,804
Nordstrom Inc. (A)		26,500		1,728,065
				8,437,672
Consumer Staples - 6.8%
Costco Wholesale Corp. (A)		8,500		1,344,020
Diageo PLC, ADR (A)		11,700		1,346,436
JM Smucker Co./The (A)		12,000		1,408,680
Tyson Foods Inc., Class A (A)		44,300		1,965,148
				6,064,284
Energy - 8.9%
Apache Corp. (A)		19,700		928,461
Baker Hughes Inc. (A)		36,300		1,912,284
EOG Resources Inc. (A)		18,600		1,596,810
Occidental Petroleum Corp. (A)		28,700		2,139,298
Schlumberger Ltd. (A)		17,300		1,352,168
				7,929,021
Financials - 9.1%
American Tower Corp. (A)		13,800		1,410,774
PNC Financial Services Group Inc./The (A)		21,700		1,958,642
Progressive Corp./The (A)		23,600		781,868
State Street Corp. (A)		25,600		1,766,400
T. Rowe Price Group Inc. (A)		29,000		2,192,980
				8,110,664
Health Care - 13.8%
Agilent Technologies Inc. (A)		35,700		1,348,032
Biogen Inc.* (A)		7,300		2,120,723
Cerner Corp.* (A)		29,200		1,935,668
Express Scripts Holding Co.* (A)		20,800		1,796,704
Gilead Sciences Inc. (A)		10,200		1,102,926
HCA Holdings Inc.*		18,000		1,238,220
McKesson Corp. (A)		6,000		1,072,800
Varian Medical Systems Inc.* (A)		21,500		1,688,395
				12,303,468
Industrials - 11.4%
Danaher Corp. (A)		19,200		1,791,552
Jacobs Engineering Group Inc.* (A)		35,300		1,416,942
PACCAR Inc. (A)		21,000		1,105,650
United Parcel Service Inc., Class B (A)		18,300		1,885,266
United Technologies Corp. (A)		27,100		2,666,911
W.W. Grainger Inc. (A)		6,200		1,302,000
				10,168,321
Information Technology - 14.8%
Apple Inc. (A)		24,600		2,939,700
EMC Corp. (A)		60,900		1,596,798
Linear Technology Corp. (A)		44,100		1,958,922
Microsoft Corp. (A)		38,400		2,021,376
Nuance Communications Inc.* (A)		63,600		1,079,292
Oracle Corp. (A)		44,700		1,736,148
QUALCOMM Inc. (A)		31,100		1,847,962
				13,180,198
Telecommunication Service - 2.6%
Verizon Communications Inc. (A)		48,000		2,250,240
Total Common Stocks
(Cost $73,974,197)				68,443,868
EXCHANGE TRADED FUNDS - 9.3%
Powershares QQQ Trust Series 1 (A)		24,500		2,776,585
SPDR Gold Shares* (A)		25,600		2,798,080
SPDR S&P 500 ETF Trust (A)		13,100		2,723,883
Total Exchange Traded Funds
(Cost $8,454,329)				8,298,548

	Contracts
PUT OPTIONS PURCHASED - 0.3%
S&P 500 Index, Put, Nov 2015, $1,900		130	$	25,675
S&P 500 Index, Put, Jan 2016, $1,950		78		183,300
Total Put Options Purchased
(Cost $1,009,788)				208,975
		Par Value
U.S. GOVERNMENT AND AGENCY OBLIGATIONS - 6.7%
U.S. Treasury Bill (B) (C), 0.002%, 2/25/16	$	6,000,000		5,998,512
Total U.S. Government and Agency
Obligations (Cost $5,999,961)				5,998,512
		Shares
SHORT-TERM INVESTMENTS - 10.2%
State Street Institutional U.S. Government Money Market Fund, Premier Class		9,112,595		9,112,595
Total Short-Term Investments
(Cost $9,112,595)				9,112,595
TOTAL INVESTMENTS - 103.4% (Cost $98,550,870**)				92,062,498
NET OTHER ASSETS AND LIABILITIES - 0.2%				222,542
TOTAL CALL & PUT OPTIONS WRITTEN - (3.6%)				(3,213,647	)
TOTAL NET ASSETS - 100.0%			$	89,071,393

*	Non-income producing.
**	Aggregate cost for Federal tax purposes was $95,877,113.
(A)	All or a portion of these securities’ positions represent covers (directly or through conversion rights) for outstanding options written.
(B)	Rate noted represents annualized yield at time of purchase.
(C)	All or a portion of these securities are segregated as collateral for put options written. As of October 31, 2015, the total amount segregated was $5,998,512.
ADR	American Depositary Receipt.
ETF	Exchange Traded Fund.
PLC	Public Limited Company.

See accompanying Notes to Financial Statements.

35

 Madison Funds | October 31, 2015

Madison Covered Call & Equity Income Fund Portfolio of Investments - continued

	Contracts
	(100 Shares	Expiration		Strike		Value
Call Options Written	Per Contract)	Date		Price		(Note 2)
Agilent Technologies Inc.	180	December 2015	$	37.50	$	32,220
American Tower Corp.	85	November 2015		92.50		82,450
American Tower Corp.	53	November 2015		98.00		25,705
Apache Corp.	197	January 2016		47.50		65,010
Apple Inc.	130	December 2015		115.00		85,800
Apple Inc.	116	January 2016		117.86		70,180
Baker Hughes Inc.	180	January 2016		55.00		63,900
Biogen Inc.	19	December 2015		280.00		37,810
Biogen Inc.	20	December 2015		300.00		19,200
Biogen Inc.	34	January 2016		300.00		44,370
CarMax Inc.	227	December 2015		60.00		52,778
CBS Corp., Class B	195	December 2015		45.00		60,450
CBS Corp., Class B	192	January 2016		45.00		64,800
Cerner Corp.	107	November 2015		65.00		30,495
Cerner Corp.	119	December 2015		65.00		42,245
Cerner Corp.	23	January 2016		65.00		8,970
Cerner Corp.	43	January 2016		70.00		7,202
Costco Wholesale Corp.	85	December 2015		160.00		24,650
Danaher Corp.	79	December 2015		87.50		55,695
Danaher Corp.	113	January 2016		95.00		27,685
Diageo PLC	117	November 2015		115.00		22,815
Discovery Communications Inc.	183	January 2016		30.00		26,535
EMC Corp.	230	November 2015		25.00		35,305
EOG Resources Inc.	120	January 2016		77.50		123,900
EOG Resources Inc.	66	January 2016		82.50		44,880
Express Scripts Holding Co.	88	November 2015		87.50		16,368
Express Scripts Holding Co.	120	November 2015		88.50		17,640
Gilead Sciences Inc.	102	November 2015		106.00		41,565
Jacobs Engineering Group Inc.	175	December 2015		40.00		30,625
JM Smucker Co./The	50	December 2015		115.00		23,500
JM Smucker Co./The	70	January 2016		120.00		17,850
Johnson Controls Inc.	189	January 2016		43.00		58,590
Johnson Controls Inc.	189	January 2016		45.00		34,020
Linear Technology Corp.	48	November 2015		41.00		17,520
Linear Technology Corp.	113	November 2015		42.00		30,510
Linear Technology Corp.	160	December 2015		45.00		24,000
McKesson Corp.	60	January 2016		210.00		4,650
Microsoft Corp.	187	November 2015		44.00		162,223
Microsoft Corp.	120	January 2016		45.00		93,300
Microsoft Corp.	77	January 2016		52.50		14,206
Nordstrom Inc.	110	January 2016		67.65		19,360
Nuance Communications Inc.	227	November 2015		18.00		6,810
Nuance Communications Inc.	215	January 2016		18.00		12,362
Occidental Petroleum Corp.	287	December 2015		72.50		106,190
Oracle Corp.	199	January 2016		38.00		40,298
Oracle Corp.	104	January 2016		39.00		15,028
PACCAR Inc.	85	November 2015		57.50		637
PACCAR Inc.	125	February 2016		55.00		22,187
PNC Financial Services Group Inc./The	117	November 2015		87.50		42,413
PNC Financial Services Group Inc./The	100	December 2015		90.00		27,750
Powershares QQQ Trust Series 1	245	November 2015		105.00		210,333
Progressive Corp./The	236	November 2015		28.00		126,260
QUALCOMM Inc.	311	January 2016		57.50		111,183
Schlumberger Ltd.	93	December 2015		77.50		28,086
Schlumberger Ltd.	80	December 2015		80.00		14,320
SPDR Gold Shares	130	December 2015		114.00		9,815
SPDR S&P 500 ETF Trust	131	November 2015		200.00		115,346
State Street Corp.	87	December 2015		67.50		27,405
State Street Corp.	169	January 2016		70.00		37,518
T. Rowe Price Group Inc.	135	November 2015		70.00		77,625
T. Rowe Price Group Inc.	155	January 2016		75.00		40,300
Tyson Foods Inc., Class A	123	November 2015		44.00		15,682
Tyson Foods Inc., Class A	106	November 2015		45.00		8,480
Tyson Foods Inc., Class A	214	December 2015		46.00		25,680
United Parcel Service Inc., Class B	58	November 2015		100.00		20,155
United Parcel Service Inc., Class B	125	December 2015		105.00		15,062
United Technologies Corp.	131	January 2016		95.00		67,138
United Technologies Corp.	140	January 2016		100.00		31,500
Varian Medical Systems Inc.	215	December 2015		80.00		36,012
Verizon Communications Inc.	240	November 2015		44.00		72,480
Verizon Communications Inc.	240	January 2016		45.00		58,080
W.W. Grainger Inc.	31	December 2015		210.00		18,910
W.W. Grainger Inc.	31	January 2016		220.00		11,625
Total Call Options Written (Premiums received $1,916,685)					$	3,213,647
Total Options Written, at Value (Premiums received $1,916,685)					$	3,213,647

See accompanying Notes to Financial Statements.

36

Madison Funds | October 31, 2015

Madison Dividend Income Fund Portfolio of Investments

	Shares	Value (Note 2)
COMMON STOCKS - 97.3%
Consumer Discretionary - 9.1%
Home Depot Inc./The	5,200	$	642,928
McDonald’s Corp.	8,350		937,288
Omnicom Group Inc.	4,300		322,156
			1,902,372
Consumer Staples - 17.3%
Coca-Cola Co./The	11,400		482,790
General Mills Inc.	9,000		522,990
JM Smucker Co./The	5,000		586,950
Mondelez International Inc., Class A	8,800		406,208
Nestle S.A., ADR	6,700		510,674
PepsiCo Inc.	3,800		388,322
Procter & Gamble Co./The	9,400		717,972
			3,615,906
Energy - 8.2%
Chevron Corp.	4,450		404,416
Exxon Mobil Corp.	6,900		570,906
Marathon Petroleum Corp.	4,300		222,740
Occidental Petroleum Corp.	2,300		171,442
Schlumberger Ltd.	4,400		343,904
			1,713,408
Financials - 14.3%
BB&T Corp.	8,400		312,060
MetLife Inc.	6,000		302,280
Northern Trust Corp.	4,000		281,560
Travelers Cos. Inc./The	8,100		914,409
US Bancorp	12,600		531,468
Wells Fargo & Co.	11,900		644,266
			2,986,043
Health Care - 13.2%
Amgen Inc.	2,200		347,996
Johnson & Johnson	7,000		707,210
Medtronic PLC	5,600		413,952
Merck & Co. Inc.	9,000		491,940
Pfizer Inc.	23,700		801,534
			2,762,632
Industrials - 15.0%
3M Co.	1,350		212,234
Boeing Co./The	4,800		710,736
General Electric Co.	25,200		728,784
United Parcel Service Inc., Class B	6,375		656,752
United Technologies Corp.	4,700		462,527
Waste Management Inc.	7,000		376,320
			3,147,353
Information Technology - 12.9%
Accenture PLC, Class A	7,100		761,120
Automatic Data Processing Inc.	2,600		226,174
Cisco Systems Inc.	8,000		230,800
Linear Technology Corp.	8,400		373,128
Microsoft Corp.	12,700		668,528
Texas Instruments Inc.	8,000		453,760
			2,713,510
Materials - 1.9%
Praxair Inc.	3,600		399,924
Telecommunication Service - 3.1%
Verizon Communications Inc.	13,800		646,944
Utilities - 2.3%
Duke Energy Corp.	6,700		478,849
Total Common Stocks
(Cost $16,560,486)			20,366,941
SHORT-TERM INVESTMENTS - 2.6%
State Street Institutional U.S. Government
Money Market Fund, Premier Class	540,277		540,277
Total Short-Term Investments
(Cost $540,277)			540,277
TOTAL INVESTMENTS - 99.9% (Cost $17,100,763**)			20,907,218
NET OTHER ASSETS AND LIABILITIES - 0.1%			17,340
TOTAL NET ASSETS - 100.0%		$	20,924,558

**	Aggregate cost for Federal tax purposes was $17,106,991.
ADR	American Depositary Receipt.
PLC	Public Limited Company.

Madison Large Cap Value Fund Portfolio of Investments

	Shares	Value (Note 2)
COMMON STOCKS - 89.7%
Consumer Discretionary - 4.5%
McDonald’s Corp.	72,000	$	8,082,000
Consumer Staples - 13.2%
General Mills Inc.	73,000		4,242,030
JM Smucker Co./The	63,000		7,395,570
Mondelez International Inc., Class A	125,000		5,770,000
Tyson Foods Inc., Class A	134,000		5,944,240
			23,351,840
Energy - 7.9%
Exxon Mobil Corp.	74,000		6,122,760
Marathon Petroleum Corp.	47,000		2,434,600
Occidental Petroleum Corp.	74,000		5,515,960
			14,073,320
Financials - 27.4%
Capital Markets - 1.6%
Bank of New York Mellon Corp./The	67,000		2,790,550
Commercial Banks - 9.9%
Citigroup Inc.	84,000		4,466,280
US Bancorp	114,000		4,808,520
Wells Fargo & Co.	152,000		8,229,280
			17,504,080
Diversified Financial Services - 1.7%
Berkshire Hathaway Inc., Class B *	22,500		3,060,450
Insurance - 14.2%
American International Group Inc.	141,000		8,891,460
Arch Capital Group Ltd.*	55,000		4,118,950
Hartford Financial Services Group Inc./
The	107,000		4,949,820
Markel Corp.*	8,300		7,204,400
			25,164,630
			48,519,710
Health Care - 7.2%
Medtronic PLC	26,000		1,921,920
Pfizer Inc.	234,000		7,913,880
Thermo Fisher Scientific Inc.	22,000		2,877,160
			12,712,960
Industrials - 15.9%
Boeing Co./The	21,500		3,183,505
Danaher Corp.	58,000		5,411,980
Expeditors International of Washington
Inc.	34,500		1,717,755
General Electric Co.	301,000		8,704,920
Republic Services Inc.	145,500		6,364,170
Rockwell Collins Inc.	33,000		2,861,760
			28,244,090
Information Technology - 7.5%
Cisco Systems Inc.	200,000		5,770,000
Microsoft Corp.	81,000		4,263,840
Oracle Corp.	84,000		3,262,560
			13,296,400
Telecommunication Service - 3.5%
T-Mobile U.S. Inc.*	162,000		6,138,180
Utilities - 2.6%
Duke Energy Corp.	64,500		4,609,815
Total Common Stocks
(Cost $141,657,411)			159,028,315
SHORT-TERM INVESTMENTS - 10.3%
State Street Institutional U.S.
Government Money Market Fund,
Premier Class	18,244,271		18,244,271
Total Short-Term Investments
(Cost $18,244,271)			18,244,271
TOTAL INVESTMENTS - 100.0%
(Cost $159,901,682**)			177,272,586
NET OTHER ASSETS AND LIABILITIES - 0.0%			(64,200	)
TOTAL NET ASSETS - 100.0%		$	177,208,386

*	Non-income producing.
**	Aggregate cost for Federal tax purposes was $159,991,135.
PLC	Public Limited Company.

See accompanying Notes to Financial Statements.
	37

Madison Funds | October 31, 2015

Madison Investors Fund Portfolio of Investments

	Shares	Value (Note 2)
COMMON STOCKS - 93.3%
Consumer Discretionary - 15.1%
CarMax Inc.*	29,445	$	1,737,550
Discovery Communications Inc., Class C*	181,010		4,981,395
McDonald’s Corp.	29,493		3,310,589
Nordstrom Inc.	52,795		3,442,762
TJX Cos. Inc./The	59,370		4,345,290
			17,817,586
Consumer Staples - 14.8%
Costco Wholesale Corp.	17,183		2,716,976
Diageo PLC, ADR	53,499		6,156,665
JM Smucker Co./The	37,070		4,351,647
Nestle S.A., ADR	56,234		4,286,156
			17,511,444
Energy - 1.4%
Schlumberger Ltd.	21,315		1,665,980
Financials - 21.3%
American Tower Corp.	43,100		4,406,113
Berkshire Hathaway Inc., Class B*	32,663		4,442,821
Brookfield Asset Management Inc., Class A	118,382		4,139,819
Markel Corp.*	4,689		4,070,052
Progressive Corp./The	141,075		4,673,815
US Bancorp	80,674		3,402,829
			25,135,449
Health Care - 9.9%
Baxter International Inc.	47,710		1,783,877
HCA Holdings Inc.*	18,105		1,245,443
Johnson & Johnson	52,348		5,288,719
Varian Medical Systems Inc.*	43,812		3,440,556
			11,758,595
Industrials - 14.3%
Copart Inc.*	99,105		3,588,592
Danaher Corp.	33,944		3,167,315
Jacobs Engineering Group Inc.*	96,475		3,872,506
PACCAR Inc.	54,795		2,884,957
Rockwell Collins Inc.	39,299		3,408,009
			16,921,379
Information Technology - 16.5%
Accenture PLC, Class A	47,207		5,060,590
Alphabet Inc., Class C*	6,299		4,477,392
Oracle Corp.	99,900		3,880,116
TE Connectivity Ltd.	44,240		2,850,826
Visa Inc., Class A	42,479		3,295,521
			19,564,445
Total Common Stocks
(Cost $90,828,348)			110,374,878
SHORT-TERM INVESTMENTS - 6.9%
State Street Institutional U.S. Government
Money Market Fund, Premier Class	8,136,685		8,136,685
Total Short-Term Investments
(Cost $8,136,685)			8,136,685
TOTAL INVESTMENTS - 100.2%
(Cost $98,965,033**)			118,511,563
NET OTHER ASSETS AND LIABILITIES - (0.2%)			(227,359	)
TOTAL NET ASSETS - 100.0%		$	118,284,204

*	Non-income producing.
**	Aggregate cost for Federal tax purposes was $99,302,760.
ADR	American Depositary Receipt.
PLC	Public Limited Company.

Madison Large Cap Growth Fund Portfolio of Investments

	Shares	Value (Note 2)
COMMON STOCKS - 95.1%
Consumer Discretionary - 20.2%
Amazon.com Inc.*	4,730	$	2,960,507
CBS Corp., Class B	76,890		3,576,923
Discovery Communications Inc., Class C*	79,869		2,197,995
Home Depot Inc./The	25,000		3,091,000
Liberty Global PLC*	61,345		2,615,751
McDonald’s Corp.	44,215		4,963,134
Nordstrom Inc.	38,545		2,513,519
Omnicom Group Inc.	47,947		3,592,189
Ross Stores Inc.	36,620		1,852,240
Starbucks Corp.	30,000		1,877,100
TJX Cos. Inc./The	35,665		2,610,321
Walt Disney Co./The	30,515		3,470,776
			35,321,455
Consumer Staples - 8.6%
Costco Wholesale Corp.	22,582		3,570,666
CVS Health Corp.	33,066		3,266,259
Diageo PLC, ADR	21,410		2,463,863
JM Smucker Co./The	25,620		3,007,532
PepsiCo Inc.	26,800		2,738,692
			15,047,012
Energy - 1.7%
Schlumberger Ltd.	38,980		3,046,677
Financials - 3.9%
Brookfield Asset Management Inc., Class A	70,342		2,459,859
McGraw Hill Financial Inc.	17,531		1,624,072
T. Rowe Price Group Inc.	35,355		2,673,545
			6,757,476
Health Care - 20.9%
Amgen Inc.	27,555		4,358,650
Baxalta Inc.	51,450		1,772,967
Baxter International Inc.	51,450		1,923,716
Biogen Inc.*	11,445		3,324,887
Celgene Corp.*	15,675		1,923,479
Express Scripts Holding Co.*	38,475		3,323,470
Gilead Sciences Inc.	49,275		5,328,106
HCA Holdings Inc.*	40,440		2,781,868
Johnson & Johnson	37,375		3,775,996
McKesson Corp.	16,583		2,965,040
Thermo Fisher Scientific Inc.	20,493		2,680,075
Varian Medical Systems Inc.*	29,425		2,310,745
			36,468,999
Industrials - 9.2%
3M Co.	13,315		2,093,251
Danaher Corp.	22,170		2,068,683
PACCAR Inc.	38,575		2,030,974
Rockwell Collins Inc.	32,955		2,857,857
United Parcel Service Inc., Class B	37,938		3,908,373
W.W. Grainger Inc.	15,000		3,150,000
			16,109,138
Information Technology - 29.6%
Communications Equipment - 1.5%
QUALCOMM Inc.	45,845		2,724,110
Computers & Peripherals - 5.0%
Apple Inc.	72,678		8,685,021
Electronic Equipment, Instruments &
Components - 1.4%
TE Connectivity Ltd.	39,340		2,535,070
Internet Software & Services - 5.2%
Alphabet Inc., Class C*	12,890		9,162,341
IT Services - 6.5%
Accenture PLC, Class A	39,300		4,212,960
PayPal Holdings Inc.*	90,287		3,251,235
Visa Inc., Class A	49,380		3,830,900
			11,295,095
Semiconductors & Semiconductor
Equipment - 1.8%
Linear Technology Corp.	69,805		3,100,738
Software - 8.2%
Microsoft Corp.	155,585		8,189,994
Oracle Corp.	158,120		6,141,381
			14,331,375
			51,833,750
Telecommunication Service - 1.0%
Verizon Communications Inc.	38,135		1,787,769
Total Common Stocks
(Cost $143,579,613)			166,372,276
SHORT-TERM INVESTMENTS - 3.9%
State Street Institutional U.S. Government
Money Market Fund, Premier Class	6,775,655		6,775,655
Total Short-Term Investments
(Cost $6,775,655)			6,775,655
TOTAL INVESTMENTS - 99.0%
(Cost $150,355,268**)			173,147,931
NET OTHER ASSETS AND LIABILITIES - 1.0%			1,690,453
TOTAL NET ASSETS - 100.0%		$	174,838,384

*	Non-income producing.
**	Aggregate cost for Federal tax purposes was $150,551,425.
ADR	American Depositary Receipt.
PLC	Public Limited Company.

See accompanying Notes to Financial Statements.

38

Madison Funds | October 31, 2015

Madison Mid Cap Fund Portfolio of Investments

	Shares	Value (Note 2)
COMMON STOCKS - 93.0%
Consumer Discretionary - 26.0%
Media - 12.3%
Discovery Communications Inc., Class C*	274,654	$	7,558,478
Liberty Global PLC*	201,999		8,613,238
Liberty Ventures*	195,097		8,500,376
Omnicom Group Inc.	107,352		8,042,812
			32,714,904
Specialty Retail - 13.7%
Advance Auto Parts Inc.	39,998		7,936,803
CarMax Inc.*	81,678		4,819,819
Ross Stores Inc.	269,252		13,618,766
Sally Beauty Holdings Inc.*	423,914		9,966,218
			36,341,606
			69,056,510
Consumer Staples - 1.1%
Brown-Forman Corp., Class B	26,555		2,819,610
Energy - 4.5%
Oceaneering International Inc.	78,530		3,299,830
World Fuel Services Corp.	196,947		8,756,264
			12,056,094
Financials - 27.9%
Commercial Banks - 4.3%
Glacier Bancorp Inc.	214,174		5,859,801
M&T Bank Corp.	45,587		5,463,602
			11,323,403
Insurance - 17.1%
Arch Capital Group Ltd.*	89,605		6,710,518
Brown & Brown Inc.	410,006		13,230,894
Markel Corp.*	20,029		17,385,172
WR Berkley Corp.	144,252		8,053,589
			45,380,173
Real Estate Investment Trusts (REITs)
- 2.1%
American Tower Corp.	28,303		2,893,416
Crown Castle International Corp.	32,548		2,781,552
			5,674,968
Real Estate Management & Development
- 4.4%
Brookfield Asset Management Inc.,
Class A	334,863		11,710,159
			74,088,703
Health Care - 6.1%
DaVita HealthCare Partners Inc.*	95,130		7,373,526
Laboratory Corp. of America Holdings*	71,984		8,835,316
			16,208,842
Industrials - 14.5%
Copart Inc.*	283,282		10,257,641
Expeditors International of Washington Inc.	207,082		10,310,613
Fastenal Co.	119,721		4,688,274
IHS Inc., Class A*	60,648		7,249,862
Precision Castparts Corp.	26,866		6,200,942
			38,707,332
Information Technology - 9.5%
Amphenol Corp., Class A	107,413		5,823,933
CDW Corp.	261,594		11,690,636
Motorola Solutions Inc.	111,635		7,811,101
			25,325,670
Materials - 3.4%
Crown Holdings Inc.*	169,802		9,006,298
Total Common Stocks
(Cost $166,625,811)			247,269,059
SHORT-TERM INVESTMENTS - 7.1%
State Street Institutional U.S.
Government Money Market Fund,
Premier Class	18,829,399		18,829,399
Total Short-Term Investments
(Cost $18,829,399)			18,829,399
TOTAL INVESTMENTS - 100.1%
(Cost $185,455,210**)			266,098,458
NET OTHER ASSETS AND LIABILITIES - (0.1%)			(218,274	)
TOTAL NET ASSETS - 100.0%		$	265,880,184

*	Non-income producing.
**	Aggregate cost for Federal tax purposes was $185,562,615.
PLC	Public Limited Company.

Madison Small Cap Fund Portfolio of Investments

	Shares	Value (Note 2)
COMMON STOCKS - 96.4%
Consumer Discretionary - 7.0%
Ascena Retail Group Inc.*	102,980	$	1,371,694
Cato Corp./The, Class A	30,519		1,152,397
Fred’s Inc., Class A	81,560		1,127,975
Helen of Troy Ltd.*	16,510		1,637,957
Horizon Global Corp.*	13,220		116,204
International Speedway Corp., Class A	2,800		97,132
Stage Stores Inc.	63,030		613,282
			6,116,641
Consumer Staples - 5.4%
C&C Group PLC (A)	271,683		1,083,782
Casey’s General Stores Inc.	10,000		1,062,200
Cranswick PLC (A)	45,411		1,199,435
Post Holdings Inc.*	21,200		1,362,524
			4,707,941
Energy - 6.2%
Dorian LPG Ltd.*	58,850		693,253
Era Group Inc.*	34,510		480,034
RSP Permian Inc.*	48,344		1,325,592
Scorpio Tankers Inc.	173,260		1,580,131
SEACOR Holdings Inc.*	17,740		1,036,371
Tesco Corp.	43,305		346,440
			5,461,821
Financials - 20.8%
AMERISAFE Inc.	10,590		579,591
DiamondRock Hospitality Co., REIT	71,884		839,605
Education Realty Trust Inc., REIT	28,563		1,025,697
First Busey Corp.	39,797		830,563
First Midwest Bancorp Inc.	89,210		1,589,722
First Niagara Financial Group Inc.	96,320		996,912
Flushing Financial Corp.	39,470		830,449
Great Western Bancorp Inc.	38,848		1,097,844
Hancock Holding Co.	32,110		886,236
International Bancshares Corp.	67,790		1,826,941
MB Financial Inc.	38,440		1,239,306
Northwest Bancshares Inc.	106,950		1,439,547
Primerica Inc.	27,970		1,332,211
Solar Capital Ltd.	41,065		710,835
Summit Hotel Properties Inc., REIT	64,160		839,213
Webster Financial Corp.	59,390		2,203,369
			18,268,041
Health Care - 10.8%
Allscripts Healthcare Solutions Inc.*	98,740		1,388,284
Amsurg Corp.*	10,540		738,749
Charles River Laboratories International Inc.*	20,330		1,326,329
Corvel Corp.*	16,930		562,076
Haemonetics Corp.*	33,680		1,137,710
ICU Medical Inc.*	7,420		815,977
MedAssets Inc.*	47,560		1,126,221
Phibro Animal Health Corp., Class A	22,060		735,922
STERIS Corp.	21,670		1,624,167
			9,455,435
Industrials - 29.3%
Aerospace & Defense - 1.9%
Cubic Corp.	37,550		1,684,118
Building Products - 0.9%
Tyman PLC (A)	201,289		796,682
Commercial Services & Supplies - 10.0%
ACCO Brands Corp.*	143,430		1,157,480
Essendant Inc.	45,960		1,588,837
G&K Services Inc., Class A	31,650		2,083,203
Matthews International Corp., Class A	26,850		1,550,051
SP Plus Corp.*	59,700		1,522,350
Steelcase Inc., Class A	44,420		862,192
			8,764,113
Construction & Engineering - 1.0%
Primoris Services Corp.	45,780		911,938
Electrical Equipment - 1.7%
Babcock & Wilcox Enterprises Inc.*	47,300		803,154
Thermon Group Holdings Inc.*	33,110		665,842
			1,468,996
Machinery - 9.3%
Albany International Corp., Class A	44,510		1,672,240
CIRCOR International Inc.	16,110		739,771
ESCO Technologies Inc.	33,030		1,225,083
Luxfer Holdings PLC, ADR	52,541		569,019
Mueller Industries Inc.	74,450		2,346,664
TriMas Corp.*	77,580		1,552,376
			8,105,153
Professional Services - 2.9%
FTI Consulting Inc.*	39,100		1,329,791
Huron Consulting Group Inc.*	5,800		280,140
Mistras Group Inc.*	51,110		967,001
			2,576,932
Trading Companies & Distributors - 1.6%
GATX Corp.	29,370		1,371,579
			25,679,511

See accompanying Notes to Financial Statements.
	39

Madison Funds | October 31, 2015

Madison Small Cap Fund Portfolio of Investments - continued

	Shares	Value (Note 2)
COMMON STOCKS - continued
Information Technology - 8.7%
Belden Inc.	33,882	$	2,169,464
Coherent Inc.*	15,220		824,924
CTS Corp.	38,210		694,658
Diebold Inc.	41,410		1,526,787
Forrester Research Inc.	35,140		1,133,968
ScanSource Inc.*	37,100		1,280,321
			7,630,122
Materials - 4.8%
Deltic Timber Corp.	18,620		1,153,695
Greif Inc., Class A	24,150		791,637
Innospec Inc.	11,010		608,192
Sensient Technologies Corp.	25,170		1,642,846
			4,196,370
Utilities - 3.4%
Laclede Group Inc./The	20,170		1,181,357
New Jersey Resources Corp.	21,360		676,685
WGL Holdings Inc.	18,150		1,129,474
			2,987,516
Total Common Stocks
(Cost $74,791,494)			84,503,398
SHORT-TERM INVESTMENTS - 2.5%
State Street Institutional U.S. Government
Money Market Fund, Premier Class	2,153,223		2,153,223
Total Short-Term Investments
(Cost $2,153,223)			2,153,223
TOTAL INVESTMENTS - 98.9% (Cost $76,944,717**)			86,656,621
NET OTHER ASSETS AND LIABILITIES - 1.1%			943,625
TOTAL NET ASSETS - 100.0%		$	87,600,246

*	Non-income producing.
**	Aggregate cost for Federal tax purposes was $77,091,261.
(A)	Due to events that occurred between the close of the exchange on which this security is traded and that of the New York Stock Exchange, fair value was determined for this security using methods determined in good faith by or at the discretion of the Board of Trustees (see Note 2).
ADR	American Depositary Receipt.
PLC	Public Limited Company.
REIT	Real Estate Investment Trust.

Madison NorthRoad International Fund Portfolio of Investments

	Shares	Value (Note 2)
COMMON STOCKS - 94.8%
Australia - 1.8%
BHP Billiton Ltd., ADR	24,330	$	800,214
Brazil - 1.7%
Estacio Participacoes S.A.	105,952		424,736
Kroton Educacional S.A.	136,990		350,241
			774,977
Denmark - 4.3%
Carlsberg AS, Class B (A)	11,945		977,288
ISS AS (A)	28,295		993,976
			1,971,264
France - 16.0%
AXA S.A., ADR	39,437		1,052,968
BNP Paribas S.A. (A)	13,850		840,065
LVMH Moet Hennessy Louis Vuitton SE (A)	4,768		887,079
Sanofi, ADR	24,390		1,227,793
Schneider Electric SE, ADR	83,545		1,003,375
Technip S.A. (A)	18,735		977,156
Total S.A., ADR	26,276		1,267,291
			7,255,727
Germany - 2.9%
SAP SE, ADR	16,979		1,336,417
Ireland - 2.1%
CRH PLC, ADR	34,316		938,886
Israel - 1.8%
Teva Pharmaceutical Industries Ltd., ADR	14,099		834,520
Japan - 9.2%
Hitachi Ltd. (A)	157,273		903,453
Mitsubishi UFJ Financial Group Inc., ADR	186,866		1,209,023
Secom Co. Ltd., ADR	68,280		1,134,131
Seven & I Holdings Co. Ltd. (A)	20,595		930,644
			4,177,251
Netherlands - 6.5%
Akzo Nobel N.V., ADR	39,031		917,228
ING Groep N.V. (A)	75,230		1,091,015
Royal Dutch Shell PLC, Class A, ADR	18,528		971,979
			2,980,222
Singapore - 1.7%
DBS Group Holdings Ltd. (A)	61,680		759,447
South Korea - 2.3%
Samsung Electronics Co. Ltd. (A)	861		1,031,390
Sweden - 2.5%
Telefonaktiebolaget LM Ericsson, ADR	116,473		1,134,447
Switzerland - 15.9%
ABB Ltd., ADR *	45,080		851,110
Credit Suisse Group AG, ADR *	32,693		817,325
Nestle S.A., ADR	14,939		1,138,651
Novartis AG, ADR	13,809		1,248,748
Roche Holding AG, ADR	29,540		1,001,701
Syngenta AG, ADR	14,010		942,733
TE Connectivity Ltd.	18,860		1,215,339
			7,215,607
United Kingdom - 26.1%
Babcock International Group PLC (A)	68,825		1,021,356
Barclays PLC (A)	276,995		985,820
Berendsen PLC (A)	55,545		876,246
BG Group PLC (A)	79,360		1,250,048
Compass Group PLC, ADR	60,516		1,044,506
Diageo PLC, ADR	14,412		1,658,533
GlaxoSmithKline PLC, ADR	19,809		852,976
HSBC Holdings PLC, ADR	18,053		705,331
Rolls-Royce Holdings PLC * (A)	59,435		628,786
Standard Chartered PLC (A)	65,313		724,876
Tesco PLC, ADR	124,131		1,038,976
WPP PLC, ADR	9,549		1,070,061
			11,857,515
Total Common Stocks
(Cost $44,297,949)			43,067,884
PREFERRED STOCK - 0.0%
United Kingdom - 0.0%
Rolls-Royce Holdings PLC *	5,612,058		8,652
Total Preferred Stocks
(Cost $8,653)			8,652
SHORT-TERM INVESTMENTS - 2.7%
United States - 2.7%
State Street Institutional U.S. Government
Money Market Fund, Premier Class	1,232,870	$	1,232,870
Total Short-Term Investments
(Cost $1,232,870)			1,232,870
TOTAL INVESTMENTS - 97.5% (Cost $45,539,472**)			44,309,406
NET OTHER ASSETS AND LIABILITIES - 2.5%			1,119,855
TOTAL NET ASSETS - 100.0%		$	45,429,261

*	Non-income producing.
**	Aggregate cost for Federal tax purposes was $45,829,660.
(A)	Due to events that occurred between the close of the exchange on which this security is traded and that of the New York Stock Exchange, fair value was determined for this security using methods determined in good faith by or at the discretion of the Board of Trustees (see Note 2).
ADR	American Depositary Receipt.
PLC	Public Limited Company.

SECTOR ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 10/31/15

Consumer Discretionary	8.3	%
Consumer Staples	12.6	%
Energy	9.8	%
Financials	18.0	%
Health Care	11.4	%
Industrials	14.4	%
Information Technology	12.4	%
Materials	7.9	%
Money Market Funds	2.7	%
Net Other Assets and Liabilities	2.5	%

See accompanying Notes to Financial Statements.

40

Madison Funds | October 31, 2015

Madison International Stock Fund Portfolio of Investments

	Shares	Value (Note 2)
COMMON STOCKS - 95.1%
Australia - 2.1%
Ansell Ltd. (A)	18,714	$	266,088
Caltex Australia Ltd. (A)	24,828		554,138
			820,226
Austria - 0.7%
UNIQA Insurance Group AG (A)	28,003		260,051
Belgium - 4.0%
Anheuser-Busch InBev N.V. (A)	9,517		1,135,039
KBC Groep N.V. (A)	6,442		391,506
			1,526,545
Brazil - 0.7%
BB Seguridade Participacoes S.A.	41,000		282,792
Canada - 2.9%
Encana Corp.	32,100		244,260
MacDonald Dettwiler & Associates Ltd.	6,500		387,435
National Bank of Canada	14,300		473,641
			1,105,336
Denmark - 1.0%
Carlsberg AS, Class B (A)	4,667		381,834
Finland - 1.9%
Sampo Oyj, Class A (A)	15,134		738,339
France - 9.0%
BNP Paribas S.A. (A)	9,998		606,424
Cap Gemini S.A. (A)	8,332		741,013
Iliad S.A. (A)	1,320		277,343
Total S.A. (A)	8,038		389,517
Valeo S.A. (A)	4,958		765,561
Vinci S.A. (A)	9,931		669,357
			3,449,215
Germany - 2.8%
Bayer AG (A)	8,132		1,085,460
Ireland - 4.2%
James Hardie Industries PLC (A)	29,658		387,196
Ryanair Holdings PLC, ADR	4,368		341,534
Shire PLC (A)	11,539		873,769
			1,602,499
Israel - 2.1%
Teva Pharmaceutical Industries Ltd., ADR	13,755		814,158
Italy - 2.1%
Atlantia SpA (A)	14,204		393,814
Azimut Holding SpA (A)	16,843		404,431
			798,245
Japan - 19.0%
ABC-Mart Inc. (A)	4,300		239,534
Daiwa House Industry Co. Ltd. (A)	42,900		1,120,119
Don Quijote Holdings Co. Ltd. (A)	22,600		828,644
Isuzu Motors Ltd. (A)	30,200		350,974
Japan Tobacco Inc. (A)	14,700		507,842
KDDI Corp. (A)	28,900		698,104
Makita Corp. (A)	6,100		332,669
Seven & I Holdings Co. Ltd. (A)	15,500		700,412
SoftBank Group Corp. (A)	10,700		595,564
Sony Corp. (A)	22,100		626,770
Sumitomo Mitsui Financial Group Inc. (A)	22,100		878,625
United Arrows Ltd. (A)	9,100		391,709
			7,270,966
Luxembourg - 0.7%
RTL Group S.A.*(A)	3,297		285,066
Netherlands - 2.9%
Koninklijke KPN N.V. (A)	101,075		370,147
Wolters Kluwer N.V. (A)	21,469		725,148
			1,095,295
Norway - 1.4%
Telenor ASA (A)	27,946		526,004
Philippines - 0.9%
Alliance Global Group Inc. (A)	868,600		337,297
Spain - 1.1%
Red Electrica Corp. S.A. (A)	4,568		402,549
Sweden - 3.9%
Assa Abloy AB, Class B (A)	37,914		751,928
Swedbank AB, Class A (A)	32,427		743,906
			1,495,834
Switzerland - 7.1%
Credit Suisse Group AG* (A)	17,375		432,667
Novartis AG (A)	18,791		1,703,705
Wolseley PLC (A)	10,207		599,031
			2,735,403
Taiwan - 1.6%
Taiwan Semiconductor Manufacturing Co.
Ltd., ADR	28,500		625,860
Thailand - 0.6%
Krung Thai Bank PCL	447,500		215,147
Turkey - 1.0%
Turkcell Iletisim Hizmetleri AS (A)	92,098		366,314
United Kingdom - 21.4%
Aon PLC	5,845		545,397
BG Group PLC (A)	27,724		436,698
BHP Billiton PLC (A)	20,588		329,266
British American Tobacco PLC (A)	18,033		1,070,354
Direct Line Insurance Group PLC (A)	57,006		346,133
Informa PLC (A)	62,246		543,826
International Consolidated Airlines Group S.A.* (A)	21,741		194,724
Lloyds Banking Group PLC (A)	616,823		699,891
Provident Financial PLC (A)	10,330		551,761
Prudential PLC (A)	47,223		1,102,230
RELX PLC (A)	37,948		678,324
Rexam PLC (A)	69,101		574,604
Royal Dutch Shell PLC, Class A (A)	24,146		627,031
Unilever PLC (A)	11,684		518,880
			8,219,119
Total Common Stocks
(Cost $31,753,705)			36,439,554
SHORT-TERM INVESTMENTS - 4.0%
United States - 4.0%
State Street Institutional U.S. Government
Money Market Fund, Premier Class	1,543,236		1,543,236
Total Short-Term Investments
(Cost $1,543,236)			1,543,236
TOTAL INVESTMENTS - 99.1% (Cost $ 33,296,941**)			37,982,790
NET OTHER ASSETS AND LIABILITIES - 0.9%			346,854
TOTAL NET ASSETS - 100.0%		$	38,329,644

*	Non-income producing.
**	Aggregate cost for Federal tax purposes was $33,654,270.
(A)	Due to events that occurred between the close of the exchange on which this security is traded and that of the New York Stock Exchange, fair value was determined for this security using methods determined in good faith by or at the discretion of the Board of Trustees (see Note 2).
ADR	American Depositary Receipt.
PCL	Public Company Limited.
PLC	Public Limited Company.

SECTOR ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 10/31/15

Consumer Discretionary	14.2	%
Consumer Staples	11.2	%
Energy	5.9	%
Financials	25.5	%
Health Care	12.4	%
Industrials	10.5	%
Information Technology	3.6	%
Materials	3.4	%
Money Market Funds	4.0	%
Telecommunication Services	7.4	%
Utilities	1.0	%
Net Other Assets and Liabilities	0.9	%

See accompanying Notes to Financial Statements.
	41

Madison Funds | October 31, 2015

Madison Hansberger International Growth Fund Portfolio of Investments

	Shares	Value (Note 2)
COMMON STOCKS - 112.0%
Canada - 5.7%
Cameco Corp.	39,300	$	556,881
Canadian Pacific Railway Ltd.	4,500		632,250
Manulife Financial Corp.	43,200		716,688
			1,905,819
China - 14.5%
Alibaba Group Holding Ltd., ADR *	11,000		922,130
China Longyuan Power Group Corp., Class H (A)	504,000		460,349
CITIC Securities Co. Ltd., Class H (A)	310,500		668,466
Hengan International Group Co. Ltd. (A)	46,510		499,574
Ping An Insurance Group Co. of China Ltd., Class H (A)	164,442		920,868
Tencent Holdings Ltd. (A)	73,833		1,381,856
			4,853,243
Denmark - 1.5%
Novo Nordisk AS, Class B (A)	9,425		499,277
France - 7.5%
Christian Dior SE (A)	1,782		350,270
Hermes International (A)	935		359,699
Iliad S.A. (A)	1,642		344,998
Pernod Ricard S.A. (A)	3,141		369,722
Safran S.A. (A)	5,041		382,553
Zodiac Aerospace (A)	27,368		692,048
			2,499,290
Germany - 7.2%
Bayer AG (A)	2,862		382,020
Continental AG (A)	2,124		510,660
Fresenius SE & Co. KGaA (A)	11,873		871,123
KUKA AG (A)	7,588		641,144
			2,404,947
Hong Kong - 2.8%
AIA Group Ltd. (A)	161,800		943,764
India - 5.6%
Dr Reddy’s Laboratories Ltd., ADR	11,400		738,606
HDFC Bank Ltd., ADR	11,800		721,452
Larsen & Toubro Ltd., GDR (A)	19,904		425,123
			1,885,181
Indonesia - 1.4%
Bank Mandiri Persero Tbk PT (A)	714,000		451,507
Ireland - 2.3%
Kerry Group PLC, Class A (A)	5,082		412,740
Kingspan Group PLC (A)	14,977		362,486
			775,226
Japan - 20.8%
CyberAgent Inc. (A)	20,900		856,942
Keyence Corp. (A)	1,960		1,017,281
Nidec Corp. (A)	16,301		1,224,800
Nomura Holdings Inc. (A)	154,090		965,383
Seven & I Holdings Co. Ltd. (A)	12,953		585,319
SoftBank Group Corp. (A)	17,492		973,608
Toyota Motor Corp. (A)	21,583		1,321,540
			6,944,873
Mexico - 3.2%
Grupo Financiero Banorte S.A.B. de C.V.,
Class O	97,400		521,443
Grupo Mexico S.A.B. de C.V.	228,100		555,964
			1,077,407
Netherlands - 4.2%
ASML Holding N.V.	7,523		698,059
NXP Semiconductors N.V.*	8,909		698,020
			1,396,079
Norway - 1.0%
Telenor ASA (A)	18,072		340,154
Singapore - 2.0%
DBS Group Holdings Ltd. (A)	54,395		669,749
South Korea - 4.2%
Amorepacific Corp. (A)	1,642		540,521
LG Household & Health Care Ltd. (A)	1,063		879,573
			1,420,094
Spain - 1.2%
Grifols S.A. (A)	8,314		385,316
Sweden - 1.9%
Hexagon AB, Class B shares (A)	17,994		622,909
Switzerland - 10.4%
Cie Financiere Richemont S.A. (A)	5,624		481,031
Credit Suisse Group AG * (A)	27,351		681,087
LafargeHolcim Ltd. * (A)	6,840		384,683
Nestle S.A. (A)	4,701		358,889
Partners Group Holding AG (A)	1,900		686,881
Roche Holding AG (A)	1,246		337,494
UBS Group AG (A)	27,337		545,588
			3,475,653
United Kingdom - 14.6%
Amec Foster Wheeler PLC (A)	49,426		540,002
ARM Holdings PLC (A)	37,512		592,923
Ashtead Group PLC (A)	42,992		661,491
BG Group PLC (A)	29,377		462,735
Carnival PLC (A)	14,650		814,461
London Stock Exchange Group PLC (A)	13,784		539,218
Michael Page International PLC (A)	72,977		555,362
Prudential PLC (A)	30,498		711,852
			4,878,044
Total Common Stocks
(Cost $33,644,477)			37,428,532
SHORT-TERM INVESTMENTS - 1.2%
United States - 1.2%
State Street Institutional U.S. Government
Money Market Fund, Premier Class	388,902		388,902
Total Short-Term Investments
(Cost $388,902)			388,902
TOTAL INVESTMENTS - 113.2%
(Cost $34,033,379**)			37,817,434
NET OTHER ASSETS AND LIABILITIES - (13.2%)			(4,412,412	)
TOTAL NET ASSETS - 100.0%		$	33,405,022

*	Non-income producing.
**	Aggregate cost for Federal tax purposes was $34,929,061.
(A)	Due to events that occurred between the close of the exchange on which this security is traded and that of the New York Stock Exchange, fair value was determined for this security using methods determined in good faith by or at the discretion of the Board of Trustees (see Note 2).
ADR	American Depositary Receipt.
GDR	Global Depositary Receipt.
PLC	Public Limited Company.

See accompanying Notes to Financial Statements.

42

Madison Funds | October 31, 2015

Madison Target Retirement 2020 Fund Portfolio of Investments

	Shares	Value (Note 2)
INVESTMENT COMPANIES - 100.1%
Alternative Funds - 2.5%
SPDR Gold Shares*	12,293	$	1,343,625
Bond Funds - 60.6%
Baird Aggregate Bond Fund Institutional Shares	125,308		1,345,806
iShares 20+ Year Treasury Bond ETF	6,571		806,787
iShares 3-7 Year Treasury Bond ETF †	130,112		16,122,178
iShares 7-10 Year Treasury Bond ETF	62,748		6,715,291
iShares TIPS Bond Fund ETF	29,054		3,223,832
Metropolitan West High Yield Bond Fund
Class I	286,110		2,689,437
Metropolitan West Total Return Bond
Fund Class I	124,151		1,343,318
Vanguard Short-Term Corporate Bond ETF	3,354		267,247
			32,513,896
Foreign Stock Funds - 7.5%
iShares Global Energy ETF	8,385		266,559
iShares MSCI EAFE Minimum Volatility ETF	16,231		1,068,325
iShares MSCI United Kingdom ETF	30,783		537,779
Vanguard FTSE All-World ex-U.S. ETF	11,755		534,617
WisdomTree Europe Hedged Equity Fund	17,535		1,065,777
WisdomTree Japan Hedged Equity Fund	10,038		534,925
			4,007,982
Money Market Funds - 2.1%
State Street Institutional U.S. Government
Money Market Fund, Premier Class	1,099,884		1,099,884
Stock Funds - 27.4%
Financial Select Sector SPDR Fund	11,088		266,999
iShares Core S&P Mid-Cap ETF	7,416		1,069,461
PowerShares Buyback Achievers
Portfolio ETF	45,230		2,135,308
Schwab Fundamental U.S. Large Company
Index Fund Institutional Shares	35,374		535,559
Schwab U.S. Dividend Equity ETF	27,304		1,067,586
SPDR S&P 500 ETF Trust	35,936		7,472,173
SPDR S&P Homebuilders ETF	14,892		532,240
Vanguard Growth ETF	4,889		534,319
Vanguard Health Care ETF	2,034		266,312
Vanguard Information Technology ETF	7,255		801,387
			14,681,344
TOTAL INVESTMENTS - 100.1%
(Cost $49,344,384** )			53,646,731
NET OTHER ASSETS AND LIABILITIES - (0.1%)			(28,121	)
TOTAL NET ASSETS - 100.0%		$	53,618,610

*	Non-income producing.
†	The annual report and prospectus for the iShare 3-7 Year Treasury Bond ETF can be found at: http://www.ishares.com/us/library/financial-legal-tax.
**	Aggregate cost for Federal tax purposes was $50,079,193.
ETF	Exchange Traded Fund.

Madison Target Retirement 2030 Fund Portfolio of Investments

	Shares	Value (Note 2)
INVESTMENT COMPANIES - 100.1%
Alternative Funds - 3.1%
SPDR Gold Shares*	22,047	$	2,409,736
Bond Funds - 39.1%
Baird Aggregate Bond Fund Institutional Shares	74,094		795,773
iShares 20+ Year Treasury Bond ETF	9,607		1,179,547
iShares 3-7 Year Treasury Bond ETF	134,108		16,617,322
iShares 7-10 Year Treasury Bond ETF	55,333		5,921,738
iShares TIPS Bond Fund ETF	36,104		4,006,100
Metropolitan West High Yield Bond Fund
Class I	170,656		1,604,165
Metropolitan West Total Return Bond
Fund Class I	73,684		797,265
			30,921,910
Foreign Stock Funds - 12.0%
iShares Global Energy ETF	25,048		796,276
iShares MSCI EAFE Minimum Volatility ETF	36,295		2,388,937
iShares MSCI United Kingdom ETF	45,760		799,427
Vanguard FTSE All-World ex-U.S. ETF	34,949		1,589,481
WisdomTree Europe Hedged Equity Fund	38,047		2,312,497
WisdomTree India Earnings Fund	19,185		385,618
WisdomTree Japan Hedged Equity Fund	22,383		1,192,790
			9,465,026
Money Market Funds - 2.1%
State Street Institutional U.S. Government
Money Market Fund, Premier Class	1,678,588		1,678,588
Stock Funds - 43.8%
iShares Core S&P Mid-Cap ETF	16,621		2,396,914
PowerShares Buyback Achievers
Portfolio ETF	118,290		5,584,471
Schwab Fundamental U.S. Large Company
Index Fund Institutional Shares	52,761		798,809
Schwab U.S. Dividend Equity ETF	40,810		1,595,671
SPDR S&P 500 ETF Trust	89,783		18,668,579
SPDR S&P Homebuilders ETF	44,412		1,587,285
Vanguard Financials ETF	8,175		400,820
Vanguard Growth ETF	7,307		798,582
Vanguard Health Care ETF	6,079		795,924
Vanguard Information Technology ETF	18,071		1,996,123
			34,623,178
TOTAL INVESTMENTS - 100.1%
(Cost $70,157,376**)			79,098,438
NET OTHER ASSETS AND LIABILITIES - (0.1%)			(91,513	)
TOTAL NET ASSETS - 100.0%		$	79,006,925

*	Non-income producing.
**	Aggregate cost for Federal tax purposes was $71,564,106.
ETF	Exchange Traded Fund.

See accompanying Notes to Financial Statements.
	43

Madison Funds | October 31, 2015

Madison Target Retirement 2040 Fund Portfolio of Investments

	Shares	Value (Note 2)
INVESTMENT COMPANIES - 100.4%
Alternative Funds - 3.0%
SPDR Gold Shares*	13,794	$	1,507,684
Bond Funds - 29.1%
Baird Aggregate Bond Fund Institutional Shares	23,434		251,679
iShares 20+ Year Treasury Bond ETF	6,144		754,360
iShares 3-7 Year Treasury Bond ETF	60,839		7,538,560
iShares 7-10 Year Treasury Bond ETF	23,469		2,511,652
iShares TIPS Bond Fund ETF	20,385		2,261,920
Metropolitan West High Yield Bond Fund Class I	106,680		1,002,794
Metropolitan West Total Return Bond Fund Class I	23,218		251,217
			14,572,182
Foreign Stock Funds - 14.5%
iShares Global Energy ETF	15,682		498,531
iShares MSCI EAFE Minimum Volatility ETF	30,354		1,997,900
iShares MSCI United Kingdom ETF	28,569		499,101
Vanguard FTSE All-World ex-U.S. ETF	27,476		1,249,609
WisdomTree Europe Hedged Equity Fund	28,795		1,750,160
WisdomTree India Earnings Fund	12,452		250,285
WisdomTree Japan Hedged Equity Fund	18,777		1,000,626
			7,246,212
Money Market Funds - 2.4%
State Street Institutional U.S. Government
Money Market Fund, Premier Class	1,181,736		1,181,736
Stock Funds - 51.4%
iShares Core S&P Mid-Cap ETF	12,134		1,749,844
PowerShares Buyback Achievers
Portfolio ETF	84,585		3,993,258
Schwab Fundamental U.S. Large Company
Index Fund Institutional Shares	49,616		751,183
Schwab U.S. Dividend Equity ETF	38,296		1,497,374
SPDR S&P 500 ETF Trust †	62,411		12,977,119
SPDR S&P Homebuilders ETF	27,890		996,789
Vanguard Financials ETF	10,173		498,782
Vanguard Growth ETF	6,857		749,401
Vanguard Health Care ETF	5,706		747,087
Vanguard Information Technology ETF	15,823		1,747,809
			25,708,646
TOTAL INVESTMENTS - 100.4%
(Cost $43,088,431**)			50,216,460
NET OTHER ASSETS AND LIABILITIES - (0.4%)			(187,046	)
TOTAL NET ASSETS - 100.0%		$	50,029,414

*	Non-income producing.
†	The annual report and prospectus for the SPDR S&P 500 ETF Trust can be found at:http://www.spdrs.com/product/fund.seam?ticker=spy.
**	Aggregate cost for Federal tax purposes was $44,032,210.
ETF	Exchange Traded Fund.

Madison Target Retirement 2050 Fund Portfolio of Investments

	Shares	Value (Note 2)
INVESTMENT COMPANIES - 101.6%
Alternative Funds - 3.0%
SPDR Gold Shares*	5,650	$	617,545
Bond Funds - 19.1%
iShares 20+ Year Treasury Bond ETF	2,517		309,037
iShares 3-7 Year Treasury Bond ETF	14,950		1,852,455
iShares 7-10 Year Treasury Bond ETF	4,807		514,445
iShares TIPS Bond Fund ETF	7,417		822,990
Metropolitan West High Yield Bond Fund Class I	43,842		412,116
			3,911,043
Foreign Stock Funds - 17.0%
iShares Global Energy ETF	6,424		204,219
iShares MSCI EAFE Minimum Volatility ETF	15,542		1,022,975
iShares MSCI United Kingdom ETF	17,525		306,162
Vanguard FTSE All-World ex-U.S. ETF	13,506		614,253
WisdomTree Europe Hedged Equity Fund	13,480		819,314
WisdomTree India Earnings Fund	5,100		102,510
WisdomTree Japan Hedged Equity Fund	7,691		409,853
			3,479,286
Money Market Funds - 3.6%
State Street Institutional U.S. Government
Money Market Fund, Premier Class	737,677		737,677
Stock Funds - 58.9%
iShares Core S&P Mid-Cap ETF	5,680		819,113
Market Vectors Agribusiness ETF	4,223		204,731
PowerShares Buyback Achievers
Portfolio ETF	34,647		1,635,685
Schwab Fundamental U.S. Large Company
Index Fund Institutional Shares	27,098		410,265
Schwab U.S. Dividend Equity ETF	20,916		817,816
SPDR S&P 500 ETF Trust †	27,528		5,723,897
SPDR S&P Homebuilders ETF	11,424		408,294
Vanguard Financials ETF	6,250		306,437
Vanguard Growth ETF	3,745		409,291
Vanguard Health Care ETF	3,117		408,109
Vanguard Information Technology ETF	8,336		920,794
			12,064,432
TOTAL INVESTMENTS - 101.6%
(Cost $18,382,925**)			20,809,983
NET OTHER ASSETS AND LIABILITIES - (1.6%)			(327,810	)
TOTAL NET ASSETS - 100.0%		$	20,482,173

*	Non-income producing.
†	The annual report and prospectus for the SPDR S&P 500 ETF Trust can be found at:http://www.spdrs.com/product/fund.seam?ticker=spy.
**	Aggregate cost for Federal tax purposes was $18,800,081.
ETF	Exchange Traded Fund.

See accompanying Notes to Financial Statements.

44

Madison Funds | October 31, 2015

Statements of Assets and Liabilities as of October 31, 2015

	Conservative		Moderate		Aggressive		Cash			Tax-Free		Tax-Free		High Quality		Core
	Allocation		Allocation		Allocation		Reserves			Virginia		National		Bond		Bond
	Fund		Fund		Fund		Fund			Fund		Fund		Fund		Fund
Assets:
Investments in securities, at cost:
Unaffiliated issuers	$	44,305,696	$	86,030,921	$	36,232,574	$	18,735,921		$	21,394,098	$	25,832,587	$	100,628,145	$	217,500,787
Affiliated issuers1		29,952,643		52,119,149		21,563,771		–			–		–		–		–
Net unrealized appreciation
Unaffiliated issuers		261,176		974,717		544,930		–			771,754		1,352,026		957,397		3,565,780
Affiliated issuers1		1,220,378		6,868,891		3,516,750		–			–		–		–		–
Total investments, at value		75,739,893		145,993,678		61,858,025		18,735,921			22,165,852		27,184,613		101,585,542		221,066,567
Cash	.	–		–		–		500,000			232,337		266,865		–		893,028
Receivables:
Investments sold		–		–		–		–			–		–		452,026		1,008,091
Fund shares sold		72,884		80,991		16,683		1,799			50		8,242		23,378		3,304
Dividends and interest		53,778		58,975		12,502		76,885			279,995		319,423		682,571		1,958,774
Due from Adviser		–		–		–		7,511			–		–		–		–
Variation margin receivable	.	–		–		–		–			–		–		–		615
Total assets		75,866,555		146,133,644		61,887,210		19,322,116			22,678,234		27,779,143		102,743,517		224,930,379
Liabilities:
Payables:
Investments purchased		–		–		–		–			–		–		–		499,510
Fund shares repurchased		5,969		23,360		24,984		2,810			1,245		9,079		149,005		141,401
Advisory agreement fees		12,807		24,570		10,339		6,579			9,618		11,784		26,328		95,058
Service agreement fees		16,009		30,712		12,924		2,774			6,732		8,249		16,675		28,366
Distribution fees - Class B		6,419		18,576		7,783		149			–		–		–		1,921
Distribution fees - Class C		12,382		5,943		1,629		–			–		–		–		–
Shareholder servicing fees		15,999		30,693		12,922		–			–		–		–		7,636
Dividends		–		–		–		–			1,267		5,922		–		277,607
Options written, at value (premium received $9,225) (Note 6)	.	–		–		–		–			–		–		–		20,313
Total liabilities		69,585		133,854		70,581		12,312			18,862		35,034		192,008		1,071,812
Net Assets	$	75,796,970	$	145,999,790	$	61,816,629	$	19,309,804		$	22,659,372	$	27,744,109	$	102,551,509	$	223,858,567
Net Assets consist of:
Paid-in capital	$	72,435,723	$	131,262,857	$	53,526,705	$	19,309,826		$	21,814,121	$	26,225,365	$	101,151,344	$	218,404,747
Accumulated undistributed net investment income (loss)		56,082		393,328		15,070		–			3,700		4,472		96,596		44,769
Accumulated net realized gain (loss) on investments sold and foreign currency related transactions		1,823,611		6,499,997		4,213,174		(22	)		69,797		162,246		346,172		1,853,749
Net unrealized appreciation of investments (including appreciation (depreciation) of foreign currency related transactions)		1,481,554		7,843,608		4,061,680		–			771,754		1,352,026		957,397		3,555,302
Net Assets	$	75,796,970	$	145,999,790	$	61,816,629	$	19,309,804		$	22,659,372	$	27,744,109	$	102,551,509	$	223,858,567
Class A Shares:
Net Assets	$	46,039,076	$	107,042,875	$	46,834,314	$	19,075,910								$	32,822,558
Shares of beneficial interest outstanding		4,331,112		9,210,173		3,944,472		19,075,922									3,251,376
Net Asset Value and redemption price per share	$	10.63	$	11.62	$	11.87	$	1.00								$	10.09
Sales charge of offering price2		0.65		0.71		0.72		–									0.48
Maximum offering price per share	$	11.28	$	12.33	$	12.59	$	1.00								$	10.57
Class B Shares:
Net Assets	$	10,064,020	$	29,450,533	$	12,382,566	$	233,894								$	2,929,318
Shares of beneficial interest outstanding		941,688		2,555,421		1,062,570		233,882									290,024
Net Asset Value and redemption price per share3	$	10.69	$	11.52	$	11.65	$	1.00								$	10.10
Class C Shares:
Net Assets	$	19,693,874	$	9,506,382	$	2,599,749
Shares of beneficial interest outstanding		1,841,617		824,377		222,950
Net Asset Value and redemption price per share3	$	10.69	$	11.53	$	11.66
Class Y Shares:
Net Assets										$	22,659,372	$	27,744,109	$	102,551,509	$	186,414,012
Shares of beneficial interest outstanding											1,952,237		2,518,994		9,286,871		18,519,348
Net Asset Value and redemption price per share3										$	11.61	$	11.01	$	11.04	$	10.07
Class R6 Shares:
Net Assets																$	1,692,679
Shares of beneficial interest outstanding																	167,753
Net Asset Value and redemption price per share3																$	10.09

1	See Note 12 for information on affiliated issuers.
2	Sales charge of offering price is 5.75% for the Conservative Allocation, Moderate Allocation, and Aggressive Allocation Funds and 4.50% for the Core Bond Fund.
3	If applicable, redemption price per share may be reduced by a contingent deferred sales charge.

See accompanying Notes to Financial Statements.
	45

Madison Funds | October 31, 2015

Statements of Assets and Liabilities as of October 31, 2015

								Covered Call &
	Corporate		High			Diversified		Equity			Dividend		Large Cap				Large Cap
	Bond		Income			Income		Income			Income		Value		Investors		Growth
	Fund		Fund			Fund		Fund			Fund		Fund		Fund		Fund
Assets:
Investments in securities, at cost:
Unaffiliated issuers	$	23,230,695	$	26,184,954		$	127,204,550	$	98,550,870		$	17,100,763	$	159,901,682	$	98,965,033	$	150,355,268
Net unrealized appreciation (depreciation)
Unaffiliated issuers		182,759		(1,278,692	)		19,264,052		(6,488,372	)		3,806,455		17,370,904		19,546,530		22,792,663
Total investments at value		23,413,454		24,906,262			146,468,602		92,062,498			20,907,218		177,272,586		118,511,563		173,147,931
Foreign currency (cost of $15,682, $4, and $44, respectively)(Note 2)		–		–			–		–			–		–		–		–
Receivables:
Investments sold		–		217,581			160,667		–			–		–		260,995		1,656,150
Fund shares sold		30		539			275,424		299,380			10,569		113,550		17,852		100,070
Dividends and interest		249,270		426,026			716,562		52,968			28,242		47,710		95,964		96,689
Due from Adviser		–		–			–		–			2,592		–		12,028		–
Other assets		–		–			–		–			–		212		–		131
Total assets		23,662,754		25,550,408			147,621,255		92,414,846			20,948,621		177,434,058		118,898,402		175,000,971
Liabilities:
Payables:
Investments purchased		–		–			124,878		–			–		–		433,365		–
Fund shares repurchased		49,185		20,567			106,592		44,934			5,058		73,480		75,620		9,767
Advisory agreement fees		8,340		11,842			80,160		63,296			12,958		81,824		72,000		107,536
Service agreement fees		5,212		4,306			24,665		10,869			6,047		53,558		32,755		28,676
Distribution fees - Class B		–		1,014			8,456		5,750			–		2,575		–		2,810
Distribution fees - Class C		–		–			7,892		–			–		–		–		–
Shareholder servicing fees		–		5,234			33,907		4,957			–		14,235		458		13,798
Dividends		54,902		3,489			1,062		–			–		–		–		–
Accrued expenses and other payables		–		–			–		–			–		–		–		–
Options written, at value (premium received $1,916,685) ) (Note 6)		–		–			–		3,213,647			–		–		–		–
Total liabilities		117,639		46,452			387,612		3,343,453			24,063		225,672		614,198		162,587
Net Assets	$	23,545,115	$	25,503,956		$	147,233,643	$	89,071,393		$	20,924,558	$	177,208,386	$	118,284,204	$	174,838,384
Net Assets consist of:
Paid-in capital	$	23,279,768	$	27,086,788		$	124,804,637	$	94,544,431		$	16,277,527	$	139,570,037	$	83,492,641	$	120,760,534
Accumulated undistributed net investment income (loss)		4,848		9,492			–		–			8,506		860,234		795,675		1,048,456
Accumulated net realized gain (loss) on investments sold and foreign currency related transactions		77,740		(313,632	)		3,164,954		2,312,296			832,070		19,407,211		14,449,358		30,236,731
Net unrealized appreciation (depreciation) of investments (including appreciation (depreciation) of foreign currency related transactions)		182,759		(1,278,692	)		19,264,052		(7,785,334	)		3,806,455		17,370,904		19,546,530		22,792,663
Net Assets	$	23,545,115	$	25,503,956		$	147,233,643	$	89,071,393		$	20,924,558	$	177,208,386	$	118,284,204	$	174,838,384
Class A Shares:
Net Assets			$	23,154,654		$	121,026,153	$	16,041,761				$	63,565,910	$	2,188,553	$	62,266,241
Shares of beneficial interest outstanding				3,905,139			8,207,286		1,755,488					3,891,683		102,743		2,720,664
Net Asset Value and redemption price per share			$	5.93		$	14.75	$	9.14				$	16.33	$	21.30	$	22.89
Sales charge of offering price1				0.28			0.90		0.56					1.00		1.30		1.40
Maximum offering price per share			$	6.21		$	15.65	$	9.70				$	17.33	$	22.60	$	24.29
Class B Shares:
Net Assets			$	1,685,584		$	13,441,561						$	4,095,839			$	4,554,235
Shares of beneficial interest outstanding				277,192			906,220							255,879				226,211
Net Asset Value and redemption price per share2			$	6.08		$	14.83						$	16.01			$	20.13
Class C Shares:
Net Assets						$	12,765,929	$	9,287,323
Shares of beneficial interest outstanding							861,009		1,045,195
Net Asset Value and redemption price per share2						$	14.83	$	8.89
Class Y Shares:
Net Assets	$	23,545,115	$	663,718				$	60,915,817		$	20,924,558	$	109,546,637	$	109,506,333	$	108,017,908
Shares of beneficial interest outstanding		2,076,267		113,260					6,570,277			939,235		6,700,196		5,127,762		4,674,145
Net Asset Value and redemption price per share2	$	11.34	$	5.86				$	9.27		$	22.28	$	16.35	$	21.36	$	23.11
Class R6 Shares:
Net Assets								$	2,826,492						$	6,589,318
Shares of beneficial interest outstanding									303,620							306,911
Net Asset Value and redemption price per share2								$	9.31						$	21.47
Class I Shares:
Net Assets
Shares of beneficial interest outstanding
Net Asset Value and redemption price per share

1	Sales charge of offering price is 4.50% for the High Income Fund and 5.75% for the Diversified Income, Covered Call & Equity Income, Large Cap Value, Investors, Large Cap Growth, Mid Cap, Small Cap and International Stock Funds.
2	If applicable, redemption price per share may be reduced by a contingent deferred sales charge.

See accompanying Notes to Financial Statements.

46

Madison Funds | October 31, 2015

Statements of Assets and Liabilities as of October 31, 2015

											Hansberger			Madison		Madison		Madison		Madison
					NorthRoad			International			International			Target		Target		Target		Target
Mid Cap			Small Cap		International			Stock			Growth			Retirement		Retirement		Retirement		Retirement
Fund			Fund		Fund			Fund			Fund			2020 Fund		2030 Fund		2040 Fund		2050 Fund
$	185,455,210		$	76,944,717	$	45,539,472		$	33,296,941		$	34,033,379		$	49,344,384	$	70,157,376	$	43,088,431	$	18,382,925
	80,643,248			9,711,904		(1,230,066	)		4,685,849			3,784,055			4,302,347		8,941,062		7,128,029		2,427,058
	266,098,458			86,656,621		44,309,406			37,982,790			37,817,434			53,646,731		79,098,438		50,216,460		20,809,983
	–			–		15,654			4			44			–		–		–		–
	–			1,156,158		289,025			317,714			8,631,769			526,314		1,348,223		550,371		216,706
	98,726			25,610		954,339			2,660			56			1,090		188		658		1,466
	65,433			31,606		113,714			169,528			149,089			11,877		7,599		4,326		1,547
	–			–		–			–			–			–		–		–		–
	135			–		–			–			–			–		–		–		–
	266,262,752			87,869,995		45,682,138			38,472,696			46,598,392			54,186,012		80,454,448		50,771,815		21,029,702
	–			176,663		209,558			40,496			126,755			553,747		428,345		729,830		542,429
	117,802			–		2,646			53,623			12,810,318			–		998,998		–		–
	165,277			73,584		30,080			33,441			29,020			11,379		16,817		10,476		4,250
	85,296			18,396		10,593			9,554			17,113			2,276		3,363		2,095		850
	2,125			275		–			1,073			–			–		–		–		–
	–			–		–			–			–			–		–		–		–
	12,068			831		–			4,865			–			–		–		–		–
	–			–		–			–			–			–		–		–		–
	–			–		–			–			210,164			–		–		–		–
	–			–		–			–			–			–		–		–		–
	382,568			269,749		252,877			143,052			13,193,370			567,402		1,447,523		742,401		547,529
$	265,880,184		$	87,600,246	$	45,429,261		$	38,329,644		$	33,405,022		$	53,618,610	$	79,006,925	$	50,029,414	$	20,482,173
$	173,999,949		$	75,521,878	$	45,876,077		$	34,370,856		$	37,965,617		$	47,661,903	$	67,984,638	$	41,113,314	$	17,643,980
	(2,336,832	)		112,311		691,903			351,817			129,997			624,905		815,924		522,865		199,012
	13,573,819			2,254,168		93,134			(1,068,200	)		(8,456,199	)		1,029,455		1,265,301		1,265,206		212,123
	80,643,248			9,711,889		(1,231,853	)		4,675,171			3,765,607			4,302,347		8,941,062		7,128,029		2,427,058
$	265,880,184		$	87,600,246	$	45,429,261		$	38,329,644		$	33,405,022		$	53,618,610	$	79,006,925	$	50,029,414	$	20,482,173
$	53,999,941		$	3,434,921				$	21,071,888
	6,283,528			229,256					1,622,655
$	8.59		$	14.98				$	12.99
	0.52			0.91					0.79
$	9.11		$	15.89				$	13.78
$	3,401,603		$	436,706				$	1,691,784
	461,073			30,641					133,453
$	7.38		$	14.25				$	12.68
$	198,604,620		$	83,728,619	$	36,216,591		$	15,565,972		$	2,510,355
	22,434,722			5,570,336		3,424,971			1,196,951			156,047
$	8.85		$	15.03	$	10.57		$	13.00		$	16.09
$	9,874,020				$	9,212,670								$	53,618,610	$	79,006,925	$	50,029,414	$	20,482,173
	1,102,965					863,351									5,322,333		7,924,213		5,054,426		2,058,253
$	8.95				$	10.67								$	10.07	$	9.97	$	9.90	$	9.95
											$	30,894,667
												1,918,185
											$	16.11

See accompanying Notes to Financial Statements.
	47

Madison Funds | October 31, 2015

Statements of Operations for the Year Ended October 31, 2015

	Conservative			Moderate			Aggressive			Cash			Tax-Free			Tax-Free			High Quality			Core
	Allocation			Allocation			Allocation			Reserves			Virginia			National			Bond			Bond
	Fund			Fund			Fund			Fund			Fund			Fund			Fund			Fund
Investment Income:
Interest	$	–		$	–		$	–		$	17,324		$	750,967		$	919,327		$	1,595,824		$	6,206,575
Dividends
Unaffiliated issuers		920,045			1,788,641			679,671			–			–			–			–			–
Affiliated issuers1		584,966			829,556			280,886			–			–			–			–			–
Less: Foreign taxes withheld/reclaimed		–			–			–			–			–			–			–			–
Total investment income		1,505,011			2,618,197			960,557			17,324			750,967			919,327			1,595,824			6,206,575
Expenses:2
Advisory agreement fees		154,756			301,667			124,776			81,491			113,775			139,803			322,301			1,127,993
Service agreement fees		193,445			377,084			155,970			30,559			79,643			97,862			204,123			337,622
Distribution fees - Class B		81,775			238,373			96,713			2,154			–			–			–			23,726
Distribution fees - Class C		147,601			67,497			19,513			–			–			–			–			–
Shareholder servicing fees - Class A		116,944			275,080			117,222			–			–			–			–			84,044
Shareholder servicing fees - Class B		27,258			79,443			32,237			–			–			–			–			7,906
Shareholder servicing fees - Class C		49,200			22,499			6,505			–			–			–			–			–
Other expenses		–			–			14			–			–			4			569			75
Total expenses before reimbursement/waiver		770,979			1,361,643			552,950			114,204			193,418			237,669			526,993			1,581,366
Less reimbursement/waiver3		–			–			–			(96,880	)		–			–			–			–
Total expenses net of reimbursement/waiver		770,979			1,361,643			552,950			17,324			193,418			237,669			526,993			1,581,366
Net Investment Income (Loss)		734,032			1,256,554			407,607			–			557,549			681,658			1,068,831			4,625,209
Net Realized and Unrealized Gain (Loss) on Investments
Net realized gain (loss) on investments (including net realized gain (loss) on foreign currency related transactions)
Options		–			–			–			–			–			–			–			148,353
Futures		–			–			–			–			–			–			–			(332	)
Unaffiliated issuers		831,348			2,441,060			1,638,180			–			69,799			162,253			346,179			2,204,062
Affiliated issuers1		139,646			852,867			893,389			–			–			–			–			–
Capital gain distributions received from underlying funds
Unaffiliated issuers		301,709			845,405			405,216			–			–			–			–			–
Affiliated issuers1		1,211,722			4,492,837			2,247,127			–			–			–			–			–
Net change in unrealized appreciation (depreciation) on investments (including net
unrealized appreciation (depreciation) on foreign currency related transactions)
Options		–			–			–			–			–			–			–			(11,088	)
Futures		–			–			–			–			–			–			–			610
Unaffiliated issuers		(1,171,630	)		(2,845,335	)		(1,724,088	)		–			(110,858	)		(115,237	)		(278,909	)		(3,383,786	)
Affiliated issuers1		(1,472,504	)		(5,185,886	)		(2,939,229	)		–			–			–			–			–
Net Realized and Unrealized Gain (Loss) on Investments and Option Transactions		(159,709	)		600,948			520,595			–			(41,059	)		47,016			67,270			(1,042,181	)
Net Increase (Decrease) in Net Assets from Operations	$	574,323		$	1,857,502		$	928,202		$	–		$	516,490		$	728,674		$	1,136,101		$	3,583,028

1	See Note 12 for information on affiliated issuers.
2	See Note 3 for information on expenses.
3	See Note 3 for more information on these waivers.

See accompanying Notes to Financial Statements.

48

Madison Funds | October 31, 2015

Statements of Operations for the Year Ended October 31, 2015

Corporate			High			Diversified			Covered Call &			Dividend			Large Cap						Large Cap			Mid			Small			NorthRoad			International			Hansberger
Bond			Income			Income			Equity Income			Income			Value			Investors			Growth			Cap			Cap			International			Stock			International
Fund			Bond Fund			Bond Fund			Fund1			Fund			Fund			Fund			Fund			Fund			Fund			Fund			Fund			Growth Fund
$	854,002		$	1,741,615		$	1,758,062		$	886		$	–		$	–		$	–		$	–		$	–		$	–		$	–		$	1		$	–
	–			–			2,232,719			982,119			574,676			3,222,647			2,105,822			3,239,380			1,883,496			1,264,232			1,416,296			1,040,412			1,193,624
	–			–			–			–			–			–			–			–			–			–			–			–			–
	–			–			(13,172	)		–			(3,291	)		(14,208	)		12,900			(12,776	)		(24,322	)		(1,077	)		(109,649	)		(100,584	)		(75,226	)
	854,002			1,741,615			3,977,609			983,005			571,385			3,208,439			2,118,722			3,226,604			1,859,174			1,263,155			1,306,647			939,829			1,118,398
	106,900			156,661			961,087			597,983			158,793			1,079,438			970,407			1,387,733			2,044,034			801,963			362,381			390,834			453,053
	66,813			56,968			295,719			104,123			74,103			706,541			456,268			370,062			1,064,865			200,490			127,045			111,667			155,154
	–			14,117			106,004			51,055			–			34,068			–			35,134			29,261			3,688						13,961			–
	–			–			91,994			–			–			–			–			–			–			–			–			–			–
	–			65,585			303,439			36,059			–			174,553			4,714			162,033			144,410			9,342			–			56,988			–
	–			4,706			35,300			16,737			–			11,319			–			11,693			9,754			1,229			–			4,654			–
	–			–			30,366			–			–			–			–			–			–			–			–			–			–
	–			12			2			189			–			–			–			–			–			–			813			533			1,397
	173,713			298,049			1,823,911			806,146			232,896			2,005,919			1,431,389			1,966,655			3,292,324			1,016,712			490,239			578,637			609,604
	–			–			–			–			(31,759	)		–			(163,638	)		–			–			–			–			–			–
	173,713			298,049			1,823,911			806,146			201,137			2,005,919			1,267,751			1,966,655			3,292,324			1,016,712			490,239			578,637			609,604
	680,289			1,443,566			2,153,698			176,859			370,248			1,202,520			850,971			1,259,949			(1,433,150	)		246,443			816,408			361,192			508,794
	–			–			–			3,475,627			–			–			–			–			–			–			–			–			–
	–			–			–			–			–			–			–			–			–			–			–			–			–
	77,740			(313,632	)		3,893,229			2,367,116			830,164			19,715,065			14,548,492			30,298,105			15,183,881			3,744,598			141,024			365,802			8,360,702
	–			–			–			–			–			–			–			–			–			–			–			–			–
	–			–			–			–			–			–			–			–			–			–			–			–			–
	–			–			–			–			–			–			–			–			–			–			–			–			–
	–			–			–			(1,188,546	)		–			–			–			–			–			–			–			–			–
	–			–			–			–			–			–			–			–			–			–			–			–			–
	(395,306	)		(1,854,987	)		(4,362,658	)		(5,521,015	)		(863,192	)		(22,072,941	)		(7,809,747	)		(21,418,198	)		2,822,289			(991,275	)		(2,600,056	)		(805,075	)		(6,988,840	)
	–			–			–			–			–			–			–			–			–			–			–			–			–
	(317,566	)		(2,168,619	)		(469,429	)		(866,818	)		(33,028	)		(2,357,876	)		6,738,745			8,879,907			18,006,170			2,753,323			(2,459,032	)		(439,273	)		1,371,862
$	362,723		$	(725,053	)	$	1,684,269		$	(689,959	)	$	337,220		$	(1,155,356	)	$	7,589,716		$	10,139,856		$	16,573,020		$	2,999,766		$	(1,642,624	)	$	(78,081	)	$	1,880,656

See accompanying Notes to Financial Statements.
	49

Madison Funds | October 31, 2015

Statements of Operations for the Year Ended October 31, 2015

	Madison			Madison			Madison			Madison
	Target			Target			Target			Target
	Retirement			Retirement			Retirement			Retirement
	2020 Fund			2030 Fund			2040 Fund			2050 Fund
Investment Income:
Interest	$	–		$	–		$	–		$	–
Dividends
Unaffiliated issuers		1,051,917			1,482,859			1,007,040			391,132
Less: Foreign taxes withheld		–			–			–			–
Total investment income		1,051,917			1,482,859			1,007,040			391,132
Expenses:
Advisory agreement fees		149,527			207,327			139,947			53,995
Service agreement fees		29,905			41,465			27,990			10,799
Other expenses		6			8			48			8
Total expenses before reimbursement/waiver		179,438			248,800			167,985			64,802
Less reimbursement/waiver		–			–			–			–
Total expenses net of reimbursement/waiver		179,438			248,800			167,985			64,802
Net Investment Income		872,479			1,234,059			839,055			326,330
Net Realized and Unrealized Gain (Loss) on Investments
Net realized gain on investments (including net realized gain on foreign currency related
transactions)
Unaffiliated issuers		1,516,062			1,835,634			1,766,144			316,705
Capital gain distributions received from underlying funds
Unaffiliated issuers		177,497			264,025			231,038			99,370
Net change in unrealized depreciation on investments (including net unrealized appreciation
(depreciation) on foreign currency related transactions)
Unaffiliated issuers		(984,069	)		(1,065,611	)		(1,252,918	)		(90,904	)
Net Realized and Unrealized Gain on Investments and Option Transactions		709,490			1,034,048			744,264			325,171
Net Increase in Net Assets from Operations	$	1,581,969		$	2,268,107		$	1,583,319		$	651,501

See accompanying Notes to Financial Statements.

50

Madison Funds | October 31, 2015

Statements of Changes in Net Assets

		Conservative Allocation Fund								Moderate Allocation Fund								Aggressive Allocation Fund								Cash Reserves Fund
	Year Ended				Year Ended				Year Ended				Year Ended				Year Ended				Year Ended				Year Ended				Year Ended
	October 31,				October 31,				October 31,				October 31,				October 31,				October 31,				October 31,				October 31,
		2015				2014				2015				2014				2015				2014				2015				2014
Net Assets at beginning of period		$	74,779,327			$	70,709,344			$	150,621,084			$	145,265,676			$	61,306,975			$	56,007,317			$	21,031,337			$	25,076,196
Increase (decrease) in net assets from operations:
Net investment income			734,032				754,993				1,256,554				1,181,514				407,607				319,360				–				–
Net realized gain			2,484,425				3,857,014				8,632,169				13,932,757				5,183,912				5,925,247				–				–
Net change in unrealized appreciation (depreciation)			(2,644,134	)			(439,981	)			(8,031,221	)			(4,002,919	)			(4,663,317	)			(917,293	)			–				–
Net increase in net assets from operations			574,323				4,172,026				1,857,502				11,111,352				928,202				5,327,314				–				–
Distributions to shareholders from:
Net investment income
Class A			(735,977	)			(545,505	)			(1,515,732	)			(1,325,591	)			(712,370	)			(146,020	)			–				–
Class B			(73,931	)			(56,958	)			(288,639	)			(167,155	)			(131,546	)			–				–				–
Class C			(132,294	)			(89,391	)			(73,012	)			(37,587	)			(25,700	)			–				–				–
Net realized gains
Class A			(1,947,168	)			(170,950	)			(5,792,027	)			–				(3,391,541	)			–				–				–
Class B			(477,033	)			(45,469	)			(1,751,819	)			–				(974,688	)			–				–				–
Class C			(819,430	)			(68,404	)			(443,063	)			–				(190,426	)			–				–				–
Total distributions			(4,185,833	)			(976,677	)			(9,864,292	)			(1,530,333	)			(5,426,271	)			(146,020	)			–				–
Capital Stock transactions:
Class A Shares
Shares sold			9,812,568				7,253,706				12,938,988				10,239,076				5,699,130				5,059,417				6,879,831				3,566,314
Issued to shareholders in reinvestment of distributions			2,669,691				710,504				7,261,935				1,315,643				4,090,813				145,468				–				–
Shares redeemed			(8,667,176	)			(7,780,575	)			(16,565,032	)			(14,186,325	)			(5,323,214	)			(4,926,145	)			(8,374,021	)			(7,548,377	)
Net increase (decrease) from capital stock transactions			3,815,083				183,635				3,635,891				(2,631,606	)			4,466,729				278,740				(1,494,190	)			(3,982,063	)
Class B Shares
Shares sold			1,167,306				1,340,049				3,501,055				3,345,756				1,937,168				1,282,352				345,729				387,839
Issued to shareholders in reinvestment of distributions			549,584				101,955				2,033,723				166,921				1,103,670				–				–				–
Shares redeemed			(2,544,524	)			(2,124,420	)			(7,540,929	)			(5,492,795	)			(2,748,286	)			(1,672,008	)			(573,072	)			(450,635	)
Net increase (decrease) from capital stock transactions			(827,634	)			(682,416	)			(2,006,151	)			(1,980,118	)			292,552				(389,656	)			(227,343	)			(62,796	)
Class C Shares
Shares sold			3,766,571				3,563,170				2,193,521				1,389,856				432,354				442,054
Issued to shareholders in reinvestment of distributions			942,456				156,682				488,581				35,303				211,144				–
Shares redeemed			(3,067,323	)			(2,346,437	)			(926,346	)			(1,039,046	)			(395,056	)			(212,774	)
Net increase from capital stock transactions			1,641,704				1,373,415				1,755,756				386,113				248,442				229,280
Total net increase (decrease) from capital stock transactions	.		4,629,153				874,634				3,385,496				(4,225,611	)			5,007,723				118,364				(1,721,533	)			(4,044,859	)
Total increase (decrease) in net assets	.		1,017,643				4,069,983				(4,621,294	)			5,355,408				509,654				5,299,658				(1,721,533	)			(4,044,859	)
Net Assets at end of period		$	75,796,970			$	74,779,327			$	145,999,790			$	150,621,084			$	61,816,629			$	61,306,975			$	19,309,804			$	21,031,337
Undistributed net investment income included in net assets		$	56,082			$	67,553			$	393,328			$	422,762			$	15,070			$	196,252			$	–			$	–
Capital Share transactions:
Class A Shares
Shares sold			903,657				662,930				1,093,950				863,775				470,864				412,704				6,879,831				3,566,314
Issued to shareholders in reinvestment of distributions			249,386				65,219				627,110				112,641				345,800				11,983				–				–
Shares redeemed			(805,705	)			(711,202	)			(1,408,144	)			(1,193,833	)			(439,396	)			(399,549	)			(8,374,021	)			(7,548,377	)
Net increase (decrease) in shares outstanding			347,338				16,947				312,916				(217,417	)			377,268				25,138				(1,494,190	)			(3,982,063	)
Class B Shares
Shares sold			107,196				122,280				298,149				282,906				164,052				105,674				345,729				387,839
Issued to shareholders in reinvestment of distributions			50,974				9,354				175,928				14,291				94,492				–				–				–
Shares redeemed			(234,224	)			(193,708	)			(644,105	)			(463,855	)			(231,728	)			(136,891	)			(573,072	)			(450,635	)
Net increase (decrease) in shares outstanding			(76,054	)			(62,074	)			(170,028	)			(166,658	)			26,816				(31,217	)			(227,343	)			(62,796	)
Class C Shares
Shares sold			345,850				325,243				186,779				117,752				36,088				36,637
Issued to shareholders in reinvestment of distributions			87,338				14,369				42,228				3,020				18,062				–
Shares redeemed			(283,227	)			(213,865	)			(79,781	)			(87,784	)			(33,075	)			(17,247	)
Net increase in shares outstanding			149,961				125,747				149,226				32,988				21,075				19,390

See accompanying Notes to Financial Statements.
	51

Madison Funds | October 31, 2015

Statements of Changes in Net Assets

		Tax-Free Virginia Fund								Tax-Free National Fund								High Quality Bond Fund								Core Bond Fund
	Year Ended				Year Ended				Year Ended				Year Ended				Year Ended				Year Ended				Year Ended				Year Ended
	October 31,				October 31,				October 31,				October 31,				October 31,				October 31,				October 31,				October 31,
		2015				2014				2015				2014				2015				2014				2015			2014
Net Assets at beginning of period		$	23,100,256			$	23,407,619			$	28,414,758			$	27,805,398			$	118,082,335			$	132,687,696			$	225,218,208		$	153,794,099
Increase (decrease) in net assets from operations:
Net investment income			557,549				611,384				681,658				742,096				1,068,831				1,258,319				4,625,209			4,204,375
Net realized gain			69,799				150,594				162,253				224,828				346,179				118,611				2,352,083			2,118,236
Net change in unrealized appreciation (depreciation)			(110,858	)			550,339				(115,237	)			801,303				(278,909	)			(29,887	)			(3,394,264	)		(181,307	)
Net increase in net assets from operations			516,490				1,312,317				728,674				1,768,227				1,136,101				1,347,043				3,583,028			6,141,304
Distributions to shareholders from:
Net investment income
Class A			–				–				–				–				–				–				(686,660	)		(768,317	)
Class B			–				–				–				–				–				–				(40,569	)		(52,861	)
Class Y			(556,364	)			(611,560	)			(680,303	)			(742,302	)			(1,074,047	)			(1,276,087	)			(4,356,627	)		(3,578,402	)
Class R6			–				–				–				–				–				–				(15,797	)		(245	)
Net realized gains
Class A			–				–				–				–				–				–				(288,322	)		(183,135	)
Class B			–				–				–				–				–				–				(28,595	)		(20,191	)
Class Y			(150,588	)			(375,715	)			(217,904	)			(127,150	)			(118,544	)			(484,991	)			(1,598,223	)		(577,721	)
Class R6			–				–				–				–				–				–				(3,894	)		(48	)
Total distributions			(706,952	)			(987,275	)			(898,207	)			(869,452	)			(1,192,591	)			(1,761,078	)			(7,018,687	)		(5,180,920	)
Capital Stock transactions:
Class A Shares
Shares sold																											4,601,495			2,647,156
Issued to shareholders in reinvestment of distributions																											933,423			891,515
Shares redeemed																											(6,179,365	)		(9,743,095	)
Net decrease from capital stock transactions																											(644,447	)		(6,204,424	)
Class B Shares
Shares sold																											256,153			154,398
Issued to shareholders in reinvestment of distributions																											68,295			72,102
Shares redeemed																											(795,720	)		(1,221,097	)
Net decrease from capital stock transactions																											(471,272	)		(994,597	)
Class Y Shares
Shares sold			259,157				393,632				775,540				1,143,659				40,394,343				57,687,784				16,119,764			92,417,586
Issued to shareholders in reinvestment of distributions			682,954				944,525				709,457				629,479				760,886				640,280				1,482,771			1,122,533
Shares redeemed			(1,192,533	)			(1,970,562	)			(1,986,113	)			(2,062,553	)			(56,629,565	)			(72,519,390	)			(16,101,865	)		(15,877,666	)
Net increase (decrease) from capital stock transactions			(250,422	)			(632,405	)			(501,116	)			(289,415	)			(15,474,336	)			(14,191,326	)			1,500,670			77,662,453
Class R6 Shares
Shares sold																											1,686,691			–
Issued to shareholders in reinvestment of distributions																											19,691			293
Shares redeemed																											(15,315	)		–
Net increase from capital stock transactions																											1,691,067			293
Total net increase (decrease) from capital stock transactions	.		(250,422	)			(632,405	)			(501,116	)			(289,415	)			(15,474,336	)			(14,191,326	)			2,076,018			70,463,725
Total increase (decrease) in net assets	.		(440,884	)			(307,363	)			(670,649	)			609,360				(15,530,826	)			(14,605,361	)			(1,359,641	)		71,424,109
Net Assets at end of period		$	22,659,372			$	23,100,256			$	27,744,109			$	28,414,758			$	102,551,509			$	118,082,335			$	223,858,567		$	225,218,208
Undistributed net investment income included in net assets		$	3,700			$	2,515			$	4,472			$	3,117			$	96,596			$	101,812			$	44,769		$	20,861
Capital Share transactions:
Class A Shares
Shares sold																											452,158			259,612
Issued to shareholders in reinvestment of distributions																											91,746			87,908
Shares redeemed																											(607,067	)		(959,431	)
Net decrease in shares outstanding																											(63,163	)		(611,911	)
Class B Shares
Shares sold																											25,161			15,174
Issued to shareholders in reinvestment of distributions																											6,712			7,120
Shares redeemed																											(77,826	)		(120,166	)
Net decrease in shares outstanding																											(45,953	)		(97,872	)
Class Y Shares
Shares sold			22,359				34,165				70,523				105,412				3,649,801				5,229,733				1,583,787			9,103,829
Issued to shareholders in reinvestment of distributions			58,764				82,623				64,491				58,172				69,007				58,387				146,113			110,849
Shares redeemed			(102,600	)			(170,870	)			(180,352	)			(189,820	)			(5,126,122	)			(6,575,967	)			(1,581,126	)		(1,565,428	)
Net increase (decrease) in shares outstanding			(21,477	)			(54,082	)			(45,338	)			(26,236	)			(1,407,314	)			(1,287,847	)			148,774			7,649,250
Class R6 Shares
Shares sold																											166,291			–
Issued to shareholders in reinvestment of distributions																											1,941			29
Shares redeemed																											(1,497	)		–
Net increase in shares outstanding																											166,735			29

See accompanying Notes to Financial Statements.

52

Madison Funds | October 31, 2015

Statements of Changes in Net Assets

		Corporate Bond Fund								High Income Fund								Diversified Income Fund								Covered Call & Equity Income Fund
	Year Ended				Year Ended				Year Ended				Year Ended				Year Ended				Year Ended				Year Ended				Year Ended
	October 31,				October 31,				October 31,				October 31,				October 31,				October 31,				October 31,				October 31,
		2015				2014				2015				2014				2015				2014				2015				2014
Net Assets at beginning of period		$	27,010,078			$	19,742,741			$	31,251,076			$	48,544,980			$	145,286,852			$	126,549,734			$	60,220,920			$	39,239,210
Increase (decrease) in net assets from operations:
Net investment income			680,289				527,351				1,443,566				2,102,819				2,153,698				2,013,684				176,859				(73,068	)
Net realized gain (loss)			77,740				65,662				(313,632	)			1,708,404				3,893,229				5,595,030				5,842,743				4,391,243
Net change in unrealized appreciation (depreciation)			(395,306	)			371,880				(1,854,987	)			(1,532,500	)			(4,362,658	)			2,951,218				(6,709,561	)			(815,479	)
Net increase (decrease) in net assets from operations			362,723				964,893				(725,053	)			2,278,723				1,684,269				10,559,932				(689,959	)			3,502,696
Distributions to shareholders from:
Net investment income
Class A			–				–				(1,339,819	)			(1,532,619	)			(2,006,159	)			(1,833,076	)			(803,931	)			(575,155	)
Class B			–				–				(79,813	)			(99,991	)			(128,802	)			(126,493	)			–				–
Class C			–				–				–				–				(111,519	)			(82,200	)			(383,709	)			(238,449	)
Class Y			(678,077	)			(526,572	)			(21,057	)			(474,514	)			–				–				(2,484,145	)			(1,729,015	)
Class R6			–				–				–				–				–				–				(75,556	)			(7,480	)
Net realized gains
Class A			–				–				(1,576,185	)			(1,402,074	)			–				–				(346,247	)			(244,921	)
Class B			–				–				(120,683	)			(114,583	)			–				–				–				–
Class C			–				–				–				–				–				–				(157,719	)			(81,744	)
Class Y			(40,614	)			–				(11,512	)			(865,371	)			–				–				(1,233,836	)			(829,777	)
Class R6			–				–				–				–				–				–				(10,324	)			(3,628	)
Total distributions			(718,691	)			(526,572	)			(3,149,069	)			(4,489,152	)			(2,246,480	)			(2,041,769	)			(5,495,467	)			(3,710,169	)
Capital Stock transactions:
Class A Shares
Shares sold											1,674,886				4,650,169				14,869,686				18,548,756				7,299,764				4,129,974
Issued to shareholders in reinvestment of distributions											2,568,863				2,501,528				1,978,421				1,795,214				1,038,831				788,884
Shares redeemed											(6,104,245	)			(5,646,298	)			(14,726,381	)			(13,553,386	)			(2,453,398	)			(1,031,688	)
Net increase (decrease) from capital stock transactions											(1,860,496	)			1,505,399				2,121,726				6,790,584				5,885,197				3,887,170
Class B Shares
Shares sold											160,043				321,030				1,577,854				2,215,483
Issued to shareholders in reinvestment of distributions											162,119				181,701				128,547				126,014
Shares redeemed											(647,318	)			(685,506	)			(2,585,540	)			(3,154,179	)
Net decrease from capital stock transactions											(325,156	)			(182,775	)			(879,139	)			(812,682	)
Class C Shares
Shares sold																			3,290,899				5,377,576				5,704,108				2,482,092
Issued to shareholders in reinvestment of distributions																			110,743				80,942				438,189				256,128
Shares redeemed																			(2,135,227	)			(1,217,465	)			(1,013,937	)			(120,714	)
Net increase from capital stock transactions																			1,266,415				4,241,053				5,128,360				2,617,506
Class Y Shares
Shares sold			81,139				7,198,487				1,733,581				1,311,977												51,075,935				29,632,400
Issued to shareholders in reinvestment of distributions			26,796				23,415				31,473				35,460												2,791,002				993,428
Shares redeemed			(3,216,930	)			(392,886	)			(1,452,400	)			(17,753,536	)											(32,641,444	)			(15,977,429	)
Net increase (decrease) from capital stock transactions			(3,108,995	)			6,829,016				312,654				(16,406,099	)											21,225,493				14,648,399
Class R6 Shares
Shares sold																											2,861,624				25,000
Issued to shareholders in reinvestment of distributions																											51,333				11,108
Shares redeemed																											(116,108	)			–
Net increase from capital stock transactions																											2,796,849				36,108
Total net increase (decrease) from capital stock transactions	.		(3,108,995	)			6,829,016				(1,872,998	)			(15,083,475	)			2,509,002				10,218,955				35,035,899				21,189,183
Total increase (decrease) in net assets	.		(3,464,963	)			7,267,337				(5,747,120	)			(17,293,904	)			1,946,791				18,737,118				28,850,473				20,981,710
Net Assets at end of period		$	23,545,115			$	27,010,078			$	25,503,956			$	31,251,076			$	147,233,643			$	145,286,852			$	89,071,393			$	60,220,920
Undistributed net investment income included in net assets		$	4,848			$	2,635			$	9,492			$	6,596			$	–			$	1,901			$	–			$	–
Capital Share transactions:
Class A Shares
Shares sold											265,723				677,461				1,003,726				1,291,377				759,705				413,192
Issued to shareholders in reinvestment of distributions											416,152				366,432				134,264				124,380				110,180				79,490
Shares redeemed											(988,266	)			(822,021	)			(999,059	)			(942,377	)			(260,367	)			(103,163	)
Net increase (decrease) in shares outstanding											(306,391	)			221,872				138,931				473,380				609,518				389,519
Class B Shares
Shares sold											25,728				45,511				105,641				153,724
Issued to shareholders in reinvestment of distributions											25,617				26,046				8,671				8,689
Shares redeemed											(100,582	)			(96,615	)			(174,264	)			(219,143	)
Net decrease in shares outstanding											(49,237	)			(25,058	)			(59,952	)			(56,730	)
Class C Shares
Shares sold																			221,556				372,703				612,689				251,128
Issued to shareholders in reinvestment of distributions																			7,477				5,571				47,722				26,186
Shares redeemed																			(144,085	)			(84,099	)			(108,461	)			(12,321	)
Net increase from capital stock transactions																			84,948				294,175				551,950				264,993
Class Y Shares
Shares sold			7,034				631,195				287,679				192,649												5,296,137				2,943,413
Issued to shareholders in reinvestment of distributions			2,338				2,053				5,194				5,245												294,148				99,219
Shares redeemed			(282,934	)			(34,705	)			(237,196	)			(2,602,446	)											(3,394,084	)			(1,574,659	)
Net increase (decrease) in shares outstanding			(273,562	)			598,543				55,677				(2,404,552	)											2,196,201				1,467,973
Class R6 Shares
Shares sold																											295,083				2,512
Issued to shareholders in reinvestment of distributions																											5,516				1,107
Shares redeemed																											(12,115	)			–
Net increase in shares outstanding																											288,484				3,619

See accompanying Notes to Financial Statements.
	53

Madison Funds | October 31, 2015

Statements of Changes in Net Assets

		Dividend Income Fund								Large Cap Value Fund								Investors Fund								Large Cap Growth Fund
	Year Ended				Year Ended				Year Ended				Year Ended				Year Ended				Year Ended				Year Ended				Year Ended
	October 31,				October 31,				October 31,				October 31,				October 31,				October 31,				October 31,				October 31,
		2015				2014				2015				2014				2015			2014					2015				2014
Net Assets at beginning of period		$	21,518,235			$	18,657,813			$	203,817,722			$	204,476,151			$	173,358,800			$	203,678,461			$	187,202,550			$	156,356,448
Increase (decrease) in net assets from operations:
Net investment income			370,248				338,908				1,202,520				1,780,823				850,971				888,734				1,259,949				517,060
Net realized gain			830,164				1,215,981				19,715,065				33,719,665				14,548,492				31,504,261				30,298,105				14,683,779
Net change in unrealized appreciation (depreciation)			(863,192	)			784,431				(22,072,941	)			(9,008,042	)			(7,809,747	)			(4,278,949	)			(21,418,198	)			8,479,224
Net increase (decrease) in net assets from operations			337,220				2,339,320				(1,155,356	)			26,492,446				7,589,716				28,114,046				10,139,856				23,680,063
Distributions to shareholders from:
Net investment income
Class A			–				–				(530,834	)			(558,942	)			(3,124	)			(256	)			(153,577	)			(1	)
Class B			–				–				(982	)			(2,969	)			–				–				–				–
Class Y			(355,808	)			(338,908	)			(1,222,110	)			(1,439,649	)			(722,755	)			(205,696	)			(574,923	)			(199,656	)
Class R6			–				–				–				–				(31,748	)			(6,296	)			–				–
Net realized gains
Class A			–				–				(9,855,995	)			–				(282,552	)			(16,415	)			(5,000,863	)			(2,167,745	)
Class B			–				–				(680,861	)			–				–				–				(405,694	)			(204,606	)
Class Y			(1,219,689	)			(554,711	)			(16,853,584	)			–				(29,941,971	)			(5,995,694	)			(8,983,417	)			(3,413,769	)
Class R6			–				–				–				–				(1,315,235	)			(183,523	)			–				–
Total distributions			(1,575,497	)			(893,619	)			(29,144,366	)			(2,001,560	)			(32,297,385	)			(6,407,880	)			(15,118,474	)			(5,985,777	)
Capital Stock transactions:
Class A Shares
Shares sold											4,423,301				5,087,856				1,008,592				1,035,158				3,375,075				5,417,757
Issued to shareholders in reinvestment of distributions											10,243,270				551,494				279,828				16,672				5,091,132				2,142,366
Shares redeemed											(10,600,838	)			(10,428,959	)			(231,323	)			(81,568	)			(8,944,227	)			(9,129,847	)
Net increase (decrease) from capital stock transactions											4,065,733				(4,789,609	)			1,057,097				970,262				(478,020	)			(1,569,724	)
Class B Shares
Shares sold											427,559				730,039												598,887				465,516
Issued to shareholders in reinvestment of distributions											678,940				2,952												404,362				203,976
Shares redeemed											(1,141,251	)			(1,691,990	)											(990,037	)			(1,515,416	)
Net increase (decrease) from capital stock transactions											(34,752	)			(958,999	)											13,212				(845,924	)
Class Y Shares
Shares sold			1,989,210				4,344,388				12,963,807				32,136,613				11,006,964				35,887,369				12,537,110				40,766,887
Issued to shareholders in reinvestment of distributions			1,511,616				861,540				18,074,172				1,439,649				17,846,708				4,069,483				9,558,340				3,613,425
Shares redeemed			(2,856,226	)			(3,791,207	)			(31,378,574	)			(52,976,969	)			(62,675,960	)			(90,388,771	)			(29,016,190	)			(28,812,848	)
Net increase (decrease) from capital stock transactions			644,600				1,414,721				(340,595	)			(19,400,707	)			(33,822,288	)			(50,431,919	)			(6,920,740	)			15,567,464
Class R6 Shares
Shares sold																			2,128,479				322,986
Issued to shareholders in reinvestment of distributions																			1,346,983				189,820
Shares redeemed																			(1,077,198	)			(3,076,976	)
Net increase (decrease) from capital stock transactions																			2,398,264				(2,564,170	)
Total net increase (decrease) from capital stock transactions			644,600				1,414,721				3,690,386				(25,149,315	)			(30,366,927	)			(52,025,827	)			(7,385,548	)			13,151,816
Total increase (decrease) in net assets			(593,677	)			2,860,422				(26,609,336	)			(658,429	)			(55,074,596	)			(30,319,661	)			(12,364,166	)			30,846,102
Net Assets at end of period		$	20,924,558			$	21,518,235			$	177,208,386			$	203,817,722			$	118,284,204			$	173,358,800			$	174,838,384			$	187,202,550
Undistributed net investment income included in net assets		$	8,506			$	2,201			$	860,234			$	1,412,067			$	795,675			$	702,331			$	1,048,456			$	517,059
Capital Share transactions:
Class A Shares
Shares sold											255,629				278,846				47,076				43,777				148,335				245,967
Issued to shareholders in reinvestment of distributions											596,927				31,264				13,268				724				228,200				100,064
Shares redeemed											(636,857	)			(568,779	)			(11,159	)			(3,400	)			(398,879	)			(412,845	)
Net increase (decrease) in shares outstanding											215,699				(258,669	)			49,185				41,101				(22,344	)			(66,814	)
Class B Shares
Shares sold											25,274				40,704												29,797				23,799
Issued to shareholders in reinvestment of distributions											40,127				169												20,474				10,602
Shares redeemed											(67,859	)			(94,460	)											(49,271	)			(77,390	)
Net increase (decrease) in shares outstanding											(2,458	)			(53,587	)											1,000				(42,989	)
Class Y Shares
Shares sold			87,166				193,006				777,399				1,774,354				521,213				1,539,785				547,441				1,808,577
Issued to shareholders in reinvestment of distributions			66,708				38,403				1,054,503				81,705				845,815				176,780				425,193				167,599
Shares redeemed			(126,660	)			(169,660	)			(1,822,188	)			(2,914,791	)			(2,892,859	)			(3,780,734	)			(1,274,290	)			(1,334,746	)
Net increase (decrease) in shares outstanding			27,214				61,749				9,714				(1,058,732	)			(1,525,831	)			(2,064,169	)			(301,656	)			641,430
Class R6 Shares
Shares sold																			87,423				13,602
Issued to shareholders in reinvestment of distributions																			63,627				8,239
Shares redeemed																			(50,991	)			(136,434	)
Net increase (decrease) in shares outstanding																			100,059				(114,593	)

See accompanying Notes to Financial Statements.

54

Madison Funds | October 31, 2015

Statements of Changes in Net Assets

		Mid Cap Fund								Small Cap Fund								North Road International Fund								International Stock Fund
	Year Ended				Year Ended				Year Ended				Year Ended				Year Ended				Year Ended				Year Ended				Year Ended
	October 31,				October 31,				October 31,				October 31,				October 31,				October 31,				October 31,				October 31,
	2015				2014				2015				2014				2015				2014				2015				2014
Net Assets at beginning of period		$	290,650,610			$	323,586,628			$	64,439,940			$	50,280,101			$	45,425,305			$	32,628,399			$	33,010,915			$	62,150,969
Increase (decrease) in net assets from operations:
Net investment income (loss)			(1,433,150	)			(711,103	)			246,443				309,327				816,408				783,752				361,192				780,376
Net realized gain			15,183,881				51,687,953				3,744,598				4,258,634				141,024				1,651,193				365,802				10,955,287
Net change in unrealized appreciation (depreciation)			2,822,289				(19,200,340	)			(991,275	)			(656,750	)			(2,600,056	)			(4,183,840	)			(805,075	)			(9,847,171	)
Net increase (decrease) in net assets from operations			16,573,020				31,776,510				2,999,766				3,911,211				(1,642,624	)			(1,748,895	)			(78,081	)			1,888,492
Distributions to shareholders from:
Net investment income
Class A			–				–				(8,622	)			–				–				–				(533,657	)			(196,126	)
Class B			–				–				–				–				–				–				(31,860	)			(4,534	)
Class Y			–				–				(334,294	)			–				(674,182	)			(526,648	)			(210,332	)			(341,577	)
Class R6			–				–				–				(2,317	)			(180,437	)			(204	)			–				–
Net realized gains
Class A			(10,096,248	)			(3,967,132	)			(191,090	)			(187,370	)			–				–				–				–
Class B			(827,997	)			(411,064	)			(25,961	)			(20,771	)			–				–				–				–
Class Y			(36,856,357	)			(17,376,994	)			(3,500,200	)			(1,945,021	)			(1,361,399	)			(781,796	)			–				–
Class R6			(1,049,409	)			(320,452	)			–				–				(364,362	)			(302	)			–				–
Total distributions			(48,830,011	)			(22,075,642	)			(4,060,167	)			(2,155,479	)			(2,580,380	)			(1,308,950	)			(775,849	)			(542,237	)
Capital Stock transactions:
Class A Shares
Shares sold			3,292,194				4,513,570				773,600				724,712												2,379,285				3,237,394
Issued to shareholders in reinvestment of distributions			10,025,872				3,933,648				199,707				187,260												527,393				193,731
Shares redeemed			(9,476,158	)			(9,757,434	)			(1,112,553	)			(1,874,511	)											(4,455,302	)			(5,088,253	)
Net increase (decrease) from capital stock transactions			3,841,908				(1,310,216	)			(139,246	)			(962,539	)											(1,548,624	)			(1,657,128	)
Class B Shares
Shares sold			320,087				462,609				84,462				111,058												279,135				223,658
Issued to shareholders in reinvestment of distributions			827,123				410,354				25,961				20,588												31,860				4,518
Shares redeemed			(1,358,274	)			(2,141,980	)			(184,776	)			(111,768	)											(651,975	)			(1,135,578	)
Net increase (decrease) from capital stock transactions			(211,064	)			(1,269,017	)			(74,353	)			19,878												(340,980	)			(907,402	)
Class Y Shares
Shares sold			27,769,283				27,738,092				26,907,349				27,454,584				9,402,829				15,883,967				12,453,021				14,862,886
Issued to shareholders in reinvestment of distributions			25,946,268				12,242,989				3,544,488				1,418,926				525,272				319,523				210,332				61,110
Shares redeemed			(55,123,047	)			(78,676,105	)			(6,017,531	)			(15,526,742	)			(6,991,005	)			(9,240,235	)			(4,601,090	)			(42,845,775	)
Net increase (decrease) from capital stock transactions			(1,407,496	)			(38,695,024	)			24,434,306				13,346,768				2,937,096				6,963,255				8,062,263				(27,921,779	)
Class R6 Shares
Shares sold			4,515,567				644,684												864,300				8,890,990
Issued to shareholders in reinvestment of distributions			1,049,409				320,452												544,800				506
Shares redeemed			(301,759	)			(2,327,765	)											(119,236	)			–
Net increase (decrease) from capital stock transactions			5,263,217				(1,362,629	)											1,289,864				8,891,496
Total net increase (decrease) from capital stock transactions			7,486,565				(42,636,886	)			24,220,707				12,404,107				4,226,960				15,854,751				6,172,659				(30,486,309	)
Total increase (decrease) in net assets			(24,770,426	)			(32,936,018	)			23,160,306				14,159,839				3,956				12,796,906				5,318,729				(29,140,054	)
Net Assets at end of period		$	265,880,184			$	290,650,610			$	87,600,246			$	64,439,940			$	45,429,261			$	45,425,305			$	38,329,644			$	33,010,915
Undistributed net investment income included in net assets		$	–			$	–			$	112,311			$	274,955			$	691,903			$	748,357			$	351,817			$	781,469
Capital Share transactions:
Class A Shares
Shares sold			378,026				485,015				51,618				49,333												178,791				241,599
Issued to shareholders in reinvestment of distributions			1,182,296				427,106				13,261				12,602												41,790				14,425
Shares redeemed			(1,116,448	)			(1,041,231	)			(74,908	)			(129,652	)											(341,596	)			(379,025	)
Net increase (decrease) in shares outstanding			443,874				(129,110	)			(10,029	)			(67,717	)											(121,015	)			(123,001	)
Class B Shares
Shares sold			42,643				55,249				5,872				7,756												21,503				16,837
Issued to shareholders in reinvestment of distributions			112,995				49,861				1,802				1,436												2,569				342
Shares redeemed			(182,024	)			(258,038	)			(12,831	)			(7,981	)											(50,526	)			(86,152	)
Net increase (decrease) in shares outstanding			(26,386	)			(152,928	)			(5,157	)			1,211												(26,454	)			(68,973	)
Class Y Shares
Shares sold			3,149,762				2,917,626				1,782,129				1,873,671				833,074				1,274,876				938,710				1,118,323
Issued to shareholders in reinvestment of distributions			2,978,906				1,302,445				235,202				95,358				49,789				26,738				16,680				4,550
Shares redeemed			(6,101,904	)			(8,241,261	)			(397,954	)			(1,056,199	)			(642,543	)			(779,518	)			(358,949	)			(3,150,181	)
Net increase (decrease) in shares outstanding			26,764				(4,021,190	)			1,619,377				912,830				240,320				522,096				596,441				(2,027,308	)
Class R6 Shares
Shares sold			508,499				67,209												75,185				746,515
Issued to shareholders in reinvestment of distributions			119,523				33,982												51,299				42
Shares redeemed			(33,600	)			(240,479	)											(10,717	)			–
Net increase (decrease) in shares outstanding			594,422				(139,288	)											115,767				746,557

See accompanying Notes to Financial Statements.
	55

Madison Funds | October 31, 2015

Statements of Changes in Net Assets

	Hansberger International Growth Fund*									Target Retirement 2020 Fund						Target Retirement 2030 Fund
													Period from						Period from
													August 29,						August 29,
	Year Ended			Year Ended			Year Ended			Year Ended			2014 to			Year Ended			2014 to
	October 31,			October 31,			December 31,			October 31,			October 31,			October 31,			October 31,
	2015			20141			2013			2015			20142			2015			20142
Net Assets at beginning of period	$	156,780,547		$	266,555,325		$	522,595,541		$	61,964,350		$	–		$	82,852,177		$	–
Increase (decrease) in net assets from operations:
Net investment income		508,794			2,555,878			3,708,991			872,479			185,951			1,234,059			252,295
Net realized gain		8,360,702			19,367,136			43,393,169			1,693,559			561,840			2,099,659			1,522,964
Net change in unrealized appreciation (depreciation)		(6,988,840	)		(38,589,621	)		6,406,886			(984,069	)		(791,797	)		(1,065,611	)		(1,906,515	)
Net increase (decrease) in net assets from operations		1,880,656			(16,666,607	)		53,509,046			1,581,969			(44,006	)		2,268,107			(131,256	)
Distributions to shareholders from:
Net investment income
Class Y		(130,885	)		–			(40,911	)
Class R6		–			–			–			(537,568	)					(781,023	)
Class I		(2,365,747	)		–			(3,315,218	)
Net realized gains
Class R6		–			–			–			(604,745	)					(1,632,546	)
Total distributions		(2,496,632	)		–			(3,356,129	)		(1,142,313	)					(2,413,569	)
Capital Stock transactions:
Class Y Shares
Shares sold		15,399			47,615			311,359
Issued to shareholders in reinvestment of distributions		128,025			–			40,272
Shares redeemed		(484,040	)		(802,844	)		(1,435,511	)
Net decrease from capital stock transactions		(340,616	)		(755,229	)		(1,083,880	)
Class R6 Shares
Shares sold											1,965,286			65,040,867			2,827,154			86,549,653
Issued to shareholders in reinvestment of distributions											1,142,314			–			2,413,569			–
Shares redeemed											(11,892,996	)		(3,032,511	)		(8,940,513	)		(3,566,220	)
Net increase (decrease) from capital stock transactions											(8,785,396	)		62,008,356			(3,699,790	)		82,983,433
Class I Shares
Shares sold		819,009			927,144			10,861,909
Issued to shareholders in reinvestment of distributions		2,365,747			–			2,748,605
Shares redeemed		(125,603,689	)		(93,280,086	)		(318,719,767	)
Net decrease from capital stock transactions		(122,418,933	)		(92,352,942	)		(305,109,253	)
Total net increase (decrease) from capital stock transactions		(122,759,549	)		(93,108,171	)		(306,193,133	)		(8,785,396	)		62,008,356			(3,699,790	)		82,983,433
Total increase (decrease) in net assets		(123,375,525	)		(109,774,778	)		(256,040,216	)		(8,345,740	)		61,964,350			(3,845,252	)		82,852,177
Net Assets at end of period	$	33,405,022		$	156,780,547		$	266,555,325		$	53,618,610		$	61,964,350		$	79,006,925		$	82,852,177
Undistributed net investment income (loss) included in net assets	$	129,997		$	2,240,888		$	(268,082	)	$	624,905		$	185,951		$	815,924		$	252,295
Capital Share transactions:
Class Y Shares
Shares sold		905			2,674			19,024
Issued to shareholders in reinvestment of distributions		8,270			–			2,293
Shares redeemed		(29,533	)		(45,877	)		(87,609	)
Net decrease in shares outstanding		(20,358	)		(43,203	)		(66,292	)
Class R6 Shares
Shares sold											194,179			6,504,391			279,805			8,656,906
Issued to shareholders in reinvestment of distributions											114,460			–			243,549			–
Shares redeemed											(1,184,264	)		(306,433	)		(894,665	)		(361,382	)
Net increase (decrease) in shares outstanding											(875,625	)		6,197,958			(371,311	)		8,295,524
Class I Shares
Shares sold		48,884			54,325			623,674
Issued to shareholders in reinvestment of distributions		152,826			–			156,616
Shares redeemed		(7,498,009	)		(5,530,183	)		(19,699,473	)
Net decrease in shares outstanding		(7,296,299	)		(5,475,858	)		(18,919,183	)

*	The Statements of Changes in Net Assets presented herein include the operating results of the Hansberger International Series International Growth Fund through July 31, 2014. See Note 1 for a discussion of the Fund’s reorganization.
1	Effective at the close of business on July 31, 2014, the fiscal year end of the Fund changed to October 31. Disclosure represents 10 months of information.
2	Commenced investment operations August 29, 2014. See Note 1 for further information.

See accompanying Notes to Financial Statements.

56

Madison Funds | October 31, 2015

Statements of Changes in Net Assets

	Target Retirement 2040 Fund						Target Retirement 2050 Fund
				Period from						Period from
				August 29,						August 29,
	Year Ended			2014 to			Year Ended			2014 to
	October 31,			October 31,			October 31,			October 31,
		2015			20141			2015			20141
Net Assets at beginning of period	$	58,902,574		$	–		$	21,265,564		$	–
Increase (decrease) in net assets from operations:
Net investment income		839,055			176,278			326,330			58,479
Net realized gain		1,997,182			1,401,274			416,075			408,755
Net change in unrealized appreciation (depreciation)		(1,252,918	)		(1,699,031	)		(90,904	)		(509,226	)
Net increase (decrease) in net assets from operations		1,583,319			(121,479	)		651,501			(41,992	)
Distributions to shareholders from:
Net investment income
Class R6		(588,549	)					(227,101	)
Net realized gains
Class R6		(1,513,221	)					(463,433	)
Total distributions		(2,101,770	)					(690,534	)
Capital Stock transactions:
Class R6 Shares
Shares sold		1,322,699			60,698,322			2,060,597			22,015,358
Issued to shareholders in reinvestment of distributions		2,101,769			–			690,534			–
Shares redeemed		(11,779,177	)		(1,674,269	)		(3,495,489	)		(707,802	)
Net increase (decrease) from capital stock transactions		(8,354,709	)		59,024,053			(744,358	)		21,307,556
Total net increase (decrease) from capital stock transactions		(8,354,709	)		59,024,053			(744,358	)		21,307,556
Total increase (decrease) in net assets		(8,873,160	)		58,902,574			(783,391	)		21,265,564
Net Assets at end of period	$	50,029,414		$	58,902,574		$	20,482,173		$	21,265,564
Undistributed net investment income included in net assets	$	522,865		$	176,278		$	199,012		$	58,479
Capital Share transactions:
Class R6 Shares
Shares sold		132,290			6,070,505			204,401			2,202,492
Issued to shareholders in reinvestment of distributions		213,378						69,681
Shares redeemed		(1,191,593	)		(170,154	)		(346,869	)		(71,452	)
Net increase (decrease) in shares outstanding		(845,925	)		5,900,351			(72,787	)		2,131,040

¹ Commenced investment operations August 29, 2014

See accompanying Notes to Financial Statements.
	57

Madison Funds | October 31, 2015

Financial Highlights for a Share of Beneficial Interest Outstanding

	CONSERVATIVE ALLOCATION FUND
	CLASS A											CLASS B											CLASS C
	Year Ended October 31,											Year Ended October 31,											Year Ended October 31,
		2015		2014		2013		2012		2011			2015		2014		2013		2012		2011			2015		2014		2013		2012		2011
Net Asset Value at beginning of period		$11.15		$10.68		$10.43		$9.94		$10.02			$11.19		$10.71		$10.42		$9.94		$10.03			$11.20		$10.72		$10.43		$9.95		$10.04
Income from Investment Operations:
Net investment income1		0.13		0.15		0.22		0.24		0.25			0.06		0.06		0.15		0.16		0.17			0.05		0.06		0.16		0.16		0.19
Net realized and unrealized gain (loss) on investments		-		0.50		0.48		0.50		0.04			(0.01	)	0.51		0.47		0.50		0.05			(0.01	)	0.51		0.46		0.50		0.03
Total from investment operations		0.13		0.65		0.70		0.74		0.29			0.05		0.57		0.62		0.66		0.22			0.04		0.57		0.62		0.66		0.22
Less Distributions:
Distributions from net investment income		(0.17	)	(0.14	)	(0.45	)	(0.25	)	(0.37	)		(0.07	)	(0.05	)	(0.33	)	(0.18	)	(0.31	)		(0.07	)	(0.05	)	(0.33	)	(0.18	)	(0.31	)
Distributions from capital gains		(0.48	)	(0.04	)	–		–		–			(0.48	)	(0.04	)	–		–		–			(0.48	)	(0.04	)	–		–		–
Total distributions		(0.65	)	(0.18	)	(0.45	)	(0.25	)	(0.37	)		(0.55	)	(0.09	)	(0.33	)	(0.18	)	(0.31	)		(0.55	)	(0.09	)	(0.33	)	(0.18	)	(0.31	)
Net increase (decrease) in net asset value		(0.52	)	0.47		0.25		0.49		(0.08	)		(0.50	)	0.48		0.29		0.48		(0.09	)		(0.51	)	0.48		0.29		0.48		(0.09	)
Net Asset Value at end of period		$10.63		$11.15		$ 10.68		$10.43		$9.94			$10.69		$11.19		$10.71		$10.42		$9.94			$10.69		$11.20		$10.72		$10.43		$9.95
Total Return (%)2		1.17		6.13		6.90		7.60		3.00			0.44		5.41		6.05		6.75		2.19			0.34		5.41		6.05		6.75		2.19
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)		$46,039		$44,438		$42,353		$41,905		$35,293			$10,064		$11,393		$11,569		$9,521		$8,203			$19,694		$18,948		$16,787		$10,813		$5,846
Ratios of expenses to average net assets:
Before reimbursement of expenses by Adviser (%)		0.70		0.70		0.70		0.70		0.70			1.45		1.45		1.45		1.45		1.45			1.45		1.45		1.45		1.45		1.45
After reimbursement of expenses by Adviser (%)		0.70		0.70		0.70		0.70		0.70			1.45		1.45		1.45		1.45		1.45			1.45		1.45		1.45		1.45		1.45
Ratio of net investment income to average net assets
After reimbursement of expenses by Adviser (%)		1.23		1.35		2.09		2.34		2.40			0.59		0.59		1.29		1.61		1.67			0.49		0.57		1.22		1.49		1.76
Portfolio turnover (%)3		83		96		69		40		26			83		96		69		40		26			83		96		69		40		26

	MODERATE ALLOCATION FUND
	CLASS A											CLASS B											CLASS C
	Year Ended October 31,											Year Ended October 31,											Year Ended October 31,
		2015		2014		2013		2012		2011			2015		2014		2013		2012		2011			2015		2014		2013		2012		2011
Net Asset Value at beginning of period		$12.27		$11.50		$10.35		$9.76		$9.63			$12.19		$11.43		$10.29		$9.70		$9.58			$12.20		$11.44		$10.30		$9.71		$9.58
Income from Investment Operations:
Net investment income1		0.13		0.12		0.17		0.19		0.16			0.05		0.04		0.09		0.11		0.08			0.02		0.03		0.10		0.10		0.08
Net realized and unrealized gain on investments		0.04		0.80		1.23		0.63		0.22			0.04		0.78		1.23		0.63		0.21			0.07		0.79		1.22		0.64		0.22
Total from investment operations		0.17		0.92		1.40		0.82		0.38			0.09		0.82		1.32		0.74		0.29			0.09		0.82		1.32		0.74		0.30
Less Distributions:
Distributions from net investment income		(0.17	)	(0.15	)	(0.25	)	(0.23	)	(0.25	)		(0.11	)	(0.06	)	(0.18	)	(0.15	)	(0.17	)		(0.11)		(0.06	)	(0.18	)	(0.15	)	(0.17	)
Distributions from capital gains		(0.65	)	–		–		–		–			(0.65	)	–		–		–		–			(0.65	)	–		–		–		–
Total distributions		(0.82	)	(0.15	)	(0.25	)	(0.23	)	(0.25	)		(0.76	)	(0.06	)	(0.18	)	(0.15	)	(0.17	)		(0.76	)	(0.06	)	(0.18	)	(0.15	)	(0.17	)
Net increase (decrease) in net asset value		(0.65	)	0.77		1.15		0.59		0.13			(0.67	)	0.76		1.14		0.59		0.12			(0.67	)	0.76		1.14		0.59		0.13
Net Asset Value at end of period		$11.62		$12.27		$11.50		$10.35		$9.76			$11.52		$12.19		$11.43		$10.29		$9.70			$11.53		$12.20		$11.44		$10.30		$9.71
Total Return (%)2		1.44		8.03		13.87		8.55		3.97			0.72		7.18		12.98		7.77		3.19			0.72		7.17		12.97		7.77		3.19
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)		$107,043		$109,148		$104,849		$92,954		$84,321			$29,451		$33,235		$33,070		$29,821		$26,928			$9,506		$8,238		$7,347		$5,253		$3,939
Ratios of expenses to average net assets:
Before reimbursement of expenses by Adviser (%)		0.70		0.70		0.70		0.70		0.70			1.45		1.45		1.45		1.45		1.45			1.45		1.45		1.45		1.45		1.45
After reimbursement of expenses by Adviser (%)		0.70		0.70		0.70		0.70		0.70			1.45		1.45		1.45		1.45		1.45			1.45		1.45		1.45		1.45		1.45
Ratio of net investment income to average net assets
After reimbursement of expenses by Adviser (%)		1.02		1.00		1.55		1.86		1.64			0.41		0.27		0.82		1.11		0.88			0.01		0.21		0.82		1.02		0.90
Portfolio turnover (%)3		81		89		69		50		20			81		89		69		50		20			81		89		69		50		20

1	Net investment income calculated excluding permanent tax adjustments to undistributed net investment income.
2	Total return without applicable sales charge.
3	Portfolio turnover is calculated at the fund level and represents the entire fiscal year or period.

See accompanying Notes to Financial Statements.

58

Madison Funds | October 31, 2015

Financial Highlights for a Share of Beneficial Interest Outstanding

	AGGRESSIVE ALLOCATION FUND
	CLASS A											CLASS B											CLASS C
	Year Ended October 31,											Year Ended October 31,											Year Ended October 31,
		2015		2014		2013		2012		2011			2015		2014		2013		2012		2011			2015		2014		2013		2012		2011
Net Asset Value at beginning of period		$12.81		$11.72		$10.01		$9.32		$9.04			$12.61		$11.59		$9.89		$9.23		$8.96			$12.62		$11.60		$9.90		$9.24		$8.97
Income from Investment Operations:
Net investment income (loss)1		0.11		0.09		0.12		0.12		0.07			0.03		0.00	4	0.04		0.05		0.004			0.02		(0.01	)	0.05		0.03		(0.02	)
Net realized and unrealized gain on investments		0.10		1.04		1.80		0.70		0.32			0.09		1.02		1.80		0.68		0.32			0.10		1.03		1.79		0.70		0.34
Total from investment operations		0.21		1.13		1.92		0.82		0.39			0.12		1.02		1.84		0.73		0.32			0.12		1.02		1.84		0.73		0.32
Less Distributions:
Distributions from net investment income		(0.20	)	(0.04	)	(0.21	)	(0.13	)	(0.11	)		(0.13	)	–		(0.14	)	(0.07	)	(0.05	)		(0.13	)	–		(0.14	)	(0.07	)	(0.05	)
Distributions from capital gains		(0.95	)	–		–		–		–			(0.95	)	–		–		–		–			(0.95	)	–		–		–		–
Total distributions		(1.15	)	(0.04	)	(0.21	)	(0.13	)	(0.11	)		(1.08	)	–		(0.14	)	(0.07	)	(0.05	)		(1.08	)	–		(0.14	)	(0.07	)	(0.05	)
Net increase (decrease) in net asset value		(0.94	)	1.09		1.71		0.69		0.28			(0.96	)	1.02		1.70		0.66		0.27			(0.96	)	1.02		1.70		0.66		0.27
Net Asset Value at end of period		$11.87		$12.81		$11.72		$10.01		$9.32			$11.65		$12.61		$11.59		$9.89		$9.23			$11.66		$12.62		$11.60		$9.90		$9.24
Total Return (%)2		1.66		9.67		19.56		8.87		4.29			0.91		8.80		18.79		7.99		3.54			0.91		8.79		18.78		7.98		3.54
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)		$46,834		$45,697		$41,526		$33,282		$30,190			$12,383		$13,063		$12,365		$10,787		$9,975			$2,600		$2,547		$2,116		$1,099		$828
Ratios of expenses to average net assets:
Before reimbursement of expenses by Adviser (%)		0.70		0.70		0.70		0.70		0.70			1.45		1.45		1.45		1.45		1.45			1.45		1.45		1.45		1.45		1.45
After reimbursement of expenses by Adviser (%)		0.70		0.70		0.70		0.70		0.70			1.45		1.45		1.45		1.45		1.45			1.45		1.45		1.45		1.45		1.45
Ratio of net investment income (loss) to average net assets
After reimbursement of expenses by Adviser (%)		0.81		0.73		1.02		1.22		0.74			0.21		(0.01	)	0.34		0.48		(0.00	)4		0.05		(0.09	)	0.10		0.32		(0.32	)
Portfolio turnover (%)3		72		78		67		67		29			72		78		67		67		29			72		78		67		67		29

	CASH RESERVES FUND
	CLASS A										CLASS B
	Year Ended October 31,										Year Ended October 31,
	2015		2014		2013		2012		2011		2015		2014		2013		2012		2011
Net Asset Value at beginning of period	$1.00		$1.00		$1.00		$1.00		$1.00		$1.00		$1.00		$1.00		$1.00		$1.00
Income from Investment Operations:
Net investment income (loss)1	0.00	4	0.00	4	0.00	4	0.00	4	0.00	4	0.00	4	0.00	4	0.00	4	0.00	4	0.00	4
Total from investment operations	0.00	4	0.00	4	0.00	4	0.00	4	0.00	4	0.00	4	0.00	4	0.00	4	0.00	4	0.00	4
Net increase (decrease) in net asset value	0.00	4	0.00	4	0.00	4	0.00	4	0.00	4	0.00	4	0.00	4	0.00	4	0.00	4	0.00	4
Net Asset Value at end of period	$1.00		$1.00		$1.00		$1.00		$1.00		$1.00		$1.00		$1.00		$1.00		$1.00
Total Return (%)2	0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00		0.00
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$19,076		$20,570		$24,552		$11,654		$12,298		$234		$461		$524		$826		$1,601
Ratios of expenses to average net assets:
Before reimbursement of expenses by Adviser (%)	0.55		0.55		0.55		0.55		0.55		1.30		1.30		1.30		1.30		1.30
After reimbursement of expenses by Adviser (%)	0.07	5	0.07	5	0.09	5	0.08	5	0.10	5	0.08	5	0.07	5	0.10	5	0.07	5	0.10	5
Ratio of net investment income (loss) to average net assets
After reimbursement and waiver of expenses by Adviser (%)	0.00	5	0.00	5	(0.00)	5	0.00	5	0.00	5	0.00	5	0.00	5	0.00	5	0.00	5	0.00	5

1	Net investment income (loss) calculated excluding permanent tax adjustments to undistributed net investment income.
2	Total return without applicable sales charge.
3	Portfolio turnover is calculated at the fund level and represents the entire fiscal year or period.
4	Amounts represent less than $0.005 per share.
5	Ratio is net of fees waived by the adviser and distributor (See Note 3).

See accompanying Notes to Financial Statements.
	59

Madison Funds | October 31, 2015

Financial Highlights for a Share of Beneficial Interest Outstanding

	TAX-FREE VIRGINIA FUND*												TAX-FREE NATIONAL FUND*
	CLASS Y												CLASS Y
	Year Ended October 31,						Year Ended September 30,						Year Ended October 31,						Year Ended September 30,
	2015		2014		20136		2013		2012		2011		2015		2014		20136		2013		2012		2011
Net Asset Value at beginning of period	$11.70		$11.54		$11.50		$12.24		$11.92		$11.98		$11.08		$10.73		$10.70		$11.44		$11.05		$11.16
Income from Investment Operations:
Net investment income1	0.28		0.30		0.03		0.32		0.35		0.35		0.27		0.29		0.03		0.32		0.33		0.34
Net realized and unrealized gain (loss) on investments	(0.01	)	0.35		0.04		(0.65	)	0.33		–		0.01		0.40		0.03		(0.66	)	0.43		(0.02	)
Total from investment operations	0.27		0.65		0.07		(0.33	)	0.68		0.35		0.28		0.69		0.06		(0.34	)	0.76		0.32
Less Distributions:
Distributions from net investment income	(0.28	)	(0.30	)	(0.03	)	(0.32	)	(0.35	)	(0.35	)	(0.27	)	(0.29	)	(0.03	)	(0.32	)	(0.33	)	(0.34	)
Distributions from capital gains	(0.08	)	(0.19	)	–		(0.09	)	(0.01	)	(0.06	)	(0.08	)	(0.05	)	–		(0.08	)	(0.04	)	(0.09	)
Total distributions	(0.36	)	(0.49	)	(0.03	)	(0.41	)	(0.36	)	(0.41	)	(0.35	)	(0.34	)	(0.03	)	(0.40	)	(0.37	)	(0.43	)
Net increase (decrease) in net asset value	(0.09	)	0.16		0.04		(0.74	)	0.32		(0.06	)	(0.07	)	0.35		0.03		(0.74	)	0.39		(0.11	)
Net Asset Value at end of period	$11.61		$11.70		$11.54		$11.50		$12.24		$11.92		$11.01		$11.08		$10.73		$10.70		$11.44		$11.05
Total Return (%)2	2.36		5.82		0.57	4	(2.77	)	5.75		3.10		2.61		6.52		0.52	4	(3.03	)	7.02		3.02
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$22,659		$23,100		$23,408		$23,215		$26,117		$25,009		$27,744		$28,415		$27,805		$28,328		$31,526		$31,319
Ratios of expenses to average net assets:
Before reimbursement of expenses by Adviser (%)	0.85		0.85		0.85	5	0.85		0.98		1.03		0.85		0.85		0.85	5	0.85		1.00		1.06
After reimbursement of expenses by Adviser (%)	0.85		0.85		0.85	5	0.85		–		–		0.85		0.85		0.85	5	0.85		–		–
Ratio of net investment income to average net assets
After reimbursement of expenses by Adviser (%)	2.45		2.63		2.58	5	2.71		2.88		3.03		2.44		2.65		2.79	5	2.92		2.97		3.11
Portfolio turnover (%)3	12		16		–	4	14		12		7		15		30		6	4	24		13		13
	HIGH QUALITY BOND FUND*
	CLASS Y
	Year Ended October 31,						Year Ended December 31,
	2015		2014		20137		2012		2011		2010
Net Asset Value at beginning of period	$11.04		$11.07		$11.21		$11.15		$10.94		$10.68
Income from Investment Operations:
Net investment income1	0.11		0.11		0.09		0.13		0.16		0.19
Net realized and unrealized gain (loss) on investments	0.01		0.01		(0.13	)	0.10		0.22		0.27
Total from investment operations	0.12		0.12		0.04		0.23		0.38		0.46
Less Distributions:
Distributions from net investment income	(0.11	)	(0.11	)	(0.08	)	(0.13	)	(0.16	)	(0.19	)
Distributions from capital gains	(0.01	)	(0.04	)	(0.02	)	(0.04	)	(0.01	)	(0.01	)
Total distributions	(0.12	)	(0.15	)	(0.10	)	(0.17	)	(0.17	)	(0.20	)
Net increase (decrease) in net asset value	–		(0.03	)	(0.14	)	0.06		0.21		0.26
Net Asset Value at end of period	$11.04		$11.04		$11.07		$11.21		$11.15		$10.94
Total Return (%)2	1.11		1.12		(0.35	)4	2.04		3.53		4.35
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$102,552		$118,082		$132,688		$109,694		$104,849		$52,388
Ratios of expenses to average net assets:
Before reimbursement of expenses by Adviser (%)	0.49		0.49		0.49	5	0.49		0.49		0.49
After reimbursement of expenses by Adviser (%)	0.49		0.49		0.49	5	–		–		–
Ratio of net investment income to average net assets
After reimbursement of expenses by Adviser (%)	1.00		1.00		0.99	5	1.15		1.48		1.76
Portfolio turnover (%)3	35		20		30	4	29		9		21

* The Financial Statements presented herein include the historical operating results of the Madison Mosaic Funds through April 19, 2013. Effective after market close on this date, the Madison Mosaic Funds reorganized into the Madison Funds.
1	Net investment income (loss) calculated excluding permanent tax adjustments to undistributed net investment income.
2	Total return without applicable sales charge.
3	Portfolio turnover is calculated at the fund level and represents the entire fiscal year or period.
4	Not annualized.
5	Annualized.
6	Effective at the close of business on April 19, 2013, the fiscal year end of the fund changed to October 31. Disclosure represents 1 month of information.
7	Effective at the close of business on April 19, 2013, the fiscal year end of the fund changed to October 31. Disclosure represents 10 months of information.

See accompanying Notes to Financial Statements.

60

Madison Funds | October 31, 2015

Financial Highlights for a Share of Beneficial Interest Outstanding

	CORE BOND FUND
	CLASS A										CLASS B											CLASS Y
	Year Ended October 31,										Year Ended October 31,											Year Ended October 31,
	2015		2014		2013		2012		2011		2015			2014		2013		2012		2011		2015		2014		2013		2012		2011
Net Asset Value at beginning of period	$10.25		$10.21		$10.66		$10.59		$10.46		$10.25			$10.22		$10.67		$10.59		$10.46		$10.22		$10.19		$10.64		$10.58		$10.46
Income from Investment Operations:
Net investment income1	0.19		0.22		0.26		0.26		0.26		0.11			0.14		0.18		0.18		0.19		0.21		0.23		0.28		0.29		0.29
Net realized and unrealized gain (loss) on investments	(0.05	)	0.09		(0.46	)	0.07		0.13		(0.04	)		0.08		(0.46	)	0.08		0.12		(0.04	)	0.09		(0.45	)	0.06		0.12
Total from investment operations	0.14		0.31		(0.20	)	0.33		0.39		0.07			0.22		(0.28	)	0.26		0.31		0.17		0.32		(0.17	)	0.35		0.41
Less Distributions:
Distributions from net investment income	(0.21	)	(0.22	)	(0.25	)	(0.26	)	(0.26	)	(0.13	)		(0.14	)	(0.17	)	(0.18	)	(0.18	)	(0.23	)	(0.24	)	(0.28	)	(0.29	)	(0.29	)
Distributions from capital gains	(0.09	)	(0.05	)	–		–		–		(0.09	)		(0.05	)	–		–		–		(0.09	)	(0.05	)	–		–		–
Total distributions	(0.30	)	(0.27	)	(0.25	)	(0.26	)	(0.26	)	(0.22	)		(0.19	)	(0.17	)	(0.18	)	(0.18	)	(0.32	)	(0.29	)	(0.28	)	(0.29	)	(0.29	)
Net increase (decrease) in net asset value	(0.16	)	0.04		(0.45	)	0.07		0.13		(0.15	)		0.03		(0.45	)	0.08		0.13		(0.15	)	0.03		(0.45	)	0.06		0.12
Net Asset Value at end of period	$10.09		$10.25		$10.21		$10.66		$10.59		$10.10			$10.25		$10.22		$10.67		$10.59		$10.07		$10.22		$10.19		$10.64		$10.58
Total Return (%)2	1.34		3.04		(1.92	)	3.11		3.81		0.69			2.18		(2.65	)	2.43		3.04		1.71		3.23		(1.65	)	3.36		4.03
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$32,823		$33,973		$40,104		$45,671		$43,775		$2,929			$3,445		$4,433		$6,088		$5,678		$186,414		$187,790		$109,247		$74,486		$145,125
Ratios of expenses to average net assets:
Before reimbursement of expenses by Adviser (%)	0.90		0.90		0.90		0.90		0.90		1.65			1.65		1.65		1.65		1.65		0.65		0.65		0.65		0.65		0.65
After reimbursement of expenses by Adviser (%)	0.90		0.90		0.90		0.90		0.90		1.65			1.65		1.65		1.65		1.65		0.65		0.65		0.65		0.65		0.65
Ratio of net investment income to average net assets
After reimbursement of expenses by Adviser (%)	1.85		2.10		2.42		2.41		2.54		1.10			1.36		1.68		1.66		1.78		2.10		2.30		2.64		2.64		2.79
Portfolio turnover (%)3	57		41		24		6		12		57			41		24		6		12		57		41		24		6		12
					CORE BOND FUND						CORPORATE BOND FUND*
					CLASS R6						CLASS Y
					Year Ended October 31,				Inception to				Year Ended October 31,					Year Ended December 31,
					2015		2014		10/31/136		2015			2014		20138		2012		2011		2010
Net Asset Value at beginning of period					$10.24		$10.20		$10.53		$11.49			$11.27		$11.67		$11.27		$10.81		$10.68
Income from Investment Operations:
Net investment income1					0.23		0.20		0.14		0.29			0.25		0.19		0.24		0.22		0.48
Net realized and unrealized gain (loss) on investments					(0.06	)	0.13		(0.34	)	(0.13	)		0.22		(0.38	)	0.39		0.61		0.13
Total from investment operations					0.17		0.33		(0.20	)	0.16			0.47		(0.19	)	0.63		0.83		0.61
Less Distributions:
Distributions from net investment income					(0.23	)	(0.24	)	(0.13	)	(0.29	)		(0.25	)	(0.19	)	(0.23	)	(0.36	)	(0.48	)
Distributions from capital gains					(0.09	)	(0.05	)	–		(0.02	)		–		(0.02	)	(0.00	)7	(0.01	)	–
Total distributions					(0.32	)	(0.29	)	(0.13	)	(0.31	)		(0.25	)	(0.21	)	(0.23	)	(0.37	)	(0.48	)
Net increase (decrease) in net asset value					(0.15	)	0.04		(0.33	)	(0.15	)		0.22		(0.40	)	0.40		0.46		0.13
Net Asset Value at end of period					$10.09		$10.24		$10.20		$11.34			$11.49		$11.27		$11.67		$11.27		$10.81
Total Return (%)2					1.71		3.32		(1.86	)4	1.40			4.21		(1.58	)4	5.72		7.83		5.81
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)					$1,693		$10		$10		$23,545			$27,010		$19,743		$19,813		$17,550		$1,069
Ratios of expenses to average net assets:
Before reimbursement of expenses by Adviser (%)					0.52		0.54		0.53	5	0.65			0.65		0.65	5	0.67		0.69		0.06
After reimbursement of expenses by Adviser (%)					0.52		0.54		0.53	5	0.65			0.65		0.65	5	–		–		–
Ratio of net investment income to average net assets
After reimbursement of expenses by Adviser (%)					2.24		1.99		2.71	5	2.55			2.22		2.05	5	2.04		1.98		4.44
Portfolio turnover (%)3					57		41		24	4	37			31		10	4	11		10		14

* The Financial Statements presented herein include the historical operating results of the Madison Mosaic Funds through April 19, 2013. Effective after market close on this date, the Madison Mosaic Funds reorganized into the Madison Funds.
1	Net investment income calculated excluding permanent tax adjustments to undistributed net investment income.
2	Total return without applicable sales charge.
3	Portfolio turnover is calculated at the fund level and represents the entire fiscal year or period.
4	Not annualized.
5	Annualized.
6	Commenced investment operations at the close of business on April 22, 2013.
7	Amounts represent less than $0.005 per share.
8	Effective at the close of business on April 19, 2013, the fiscal year end of the fund changed to October 31. Disclosure represents 10 months of information.

See accompanying Notes to Financial Statements.

61

Madison Funds | October 31, 2015

Financial Highlights for a Share of Beneficial Interest Outstanding

	HIGH INCOME FUND
	CLASS A										CLASS B										CLASS Y
	Year Ended October 31,										Year Ended October 31,										Year Ended October 31,
	2015		2014		2013		2012		2011		2015		2014		2013		2012		2011		2015		2014		2013		2012		2011
Net Asset Value at beginning of period	$6.79		$7.15		$7.15		$6.95		$7.10		$6.95		$7.30		$7.26		$7.05		$7.19		$6.73		$7.09		$7.10		$6.92		$7.09
Income from Investment Operations:
Net investment income1	0.32		0.35		0.41		0.45		0.48		0.29		0.30		0.37		0.40		0.44		0.01		1.02		0.45		0.47		0.49
Net realized and unrealized gain (loss) on investments	(0.47	)	–		0.03		0.20		(0.16	)	(0.50	)	–		0.03		0.20		(0.17	)	(0.14	)	(0.65	)	0.01		0.19		(0.16	)
Total from investment operations	(0.15	)	0.35		0.44		0.65		0.32		(0.21	)	0.30		0.40		0.60		0.27		(0.13	)	0.37		0.46		0.66		0.33
Less Distributions:
Distributions from net investment income	(0.32	)	(0.36	)	(0.44	)	(0.45	)	(0.47	)	(0.27	)	(0.30	)	(0.36	)	(0.39	)	(0.41	)	(0.35	)	(0.38	)	(0.47	)	(0.48	)	(0.50	)
Distributions from capital gains	(0.39	)	(0.35	)	–		–		–		(0.39	)	(0.35	)	–		–		–		(0.39	)	(0.35	)	–		–		–
Total distributions	(0.71	)	(0.71	)	(0.44	)	(0.45	)	(0.47	)	(0.66	)	(0.65	)	(0.36	)	(0.39	)	(0.41	)	(0.74	)	(0.73	)	(0.47	)	(0.48	)	(0.50	)
Net increase (decrease) in net asset value	(0.86	)	(0.36	)	(0.00	)7	0.20		(0.15	)	(0.87	)	(0.35	)	0.04		0.21		(0.14	)	(0.87	)	(0.36	)	(0.01	)	0.18		(0.17	)
Net Asset Value at end of period	$5.93		$6.79		$7.15		$7.15		$6.95		$6.08		$6.95		$7.30		$7.26		$7.05		$5.86		$6.73		$7.09		$7.10		$6.92
Total Return (%)2	(2.29	)	5.20		6.29		9.67		4.61		(3.11	)	4.47		5.60		8.74		3.89		(2.00	)	5.59		6.68		9.92		4.81
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$23,155		$28,596		$28,530		$27,061		$25,299		$1,685		$2,267		$2,566		$2,983		$3,023		$664		$388		$17,449		$53,121		$81,572
Ratios of expenses to average net assets:
Before reimbursement of expenses by Adviser (%)	1.00		1.00		1.00		1.00		1.00		1.75		1.75		1.75		1.75		1.75		0.75		0.75		0.75		0.75		0.75
After reimbursement of expenses by Adviser (%)	1.00		1.00		1.00		1.00		1.00		1.75		1.75		1.75		1.75		1.75		0.75		0.75		0.75		0.75		0.75
Ratio of net investment income to average net assets
After reimbursement of expenses by Adviser (%)	5.12		5.05		5.63		6.35		6.73		4.36		4.30		4.89		5.60		6.01		5.39		5.36		5.95		6.61		7.00
Portfolio turnover (%)3	28		52		28		36		55		28		52		28		36		55		28		52		28		36		55
	DIVERSIFIED INCOME FUND
	CLASS A										CLASS B												CLASS C
	Year Ended October 31,										Year Ended October 31,												Year Ended October 31,						Inception to
	2015		2014		2013		2012		2011		2015		2014		2013		2012		2011				2015		2014		2013		10/31/124
Net Asset Value at beginning of period	$14.79		$13.89		$12.54		$11.68		$11.16		$14.88		$13.98		$12.61		$11.74		$11.22				$14.88		$13.97		$12.61		$12.53
Income from Investment Operations:
Net investment income1	0.23		0.23		0.24		0.26		0.29		0.13		0.13		0.13		0.18		0.20				0.13		0.13		0.13		0.04
Net realized and unrealized gain (loss) on investments	(0.03	)	0.90		1.35		0.86		0.52		(0.04	)	0.90		1.37		0.86		0.52				(0.04	)	0.91		1.36		0.08
Total from investment operations	0.20		1.13		1.59		1.12		0.81		0.09		1.03		1.50		1.04		0.72				0.09		1.04		1.49		0.12
Less Distributions:
Distributions from net investment income	(0.24	)	(0.23	)	(0.24	)	(0.26	)	(0.29	)	(0.14	)	(0.13	)	(0.13	)	(0.17	)	(0.20	)			(0.14	)	(0.13	)	(0.13	)	(0.04	)
Total distributions	(0.24	)	(0.23	)	(0.24	)	(0.26	)	(0.29	)	(0.14	)	(0.13	)	(0.13	)	(0.17	)	(0.20	)			(0.14	)	(0.13	)	(0.13	)	(0.04	)
Net increase (decrease) in net asset value	(0.04	)	0.90		1.35		0.86		0.52		(0.05	)	0.90		1.37		0.87		0.52				(0.05	)	0.91		1.36		0.08
Net Asset Value at end of period	$14.75		$14.79		$13.89		$12.54		$11.68		$14.83		$14.88		$13.98		$12.61		$11.74				$14.83		$14.88		$13.97		$12.61
Total Return (%)2	1.39		8.22		12.76		9.69		7.32		0.58		7.37		11.99		8.89		6.47				0.64		7.38		11.91		0.94	5
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$121,026		$119,364		$105,521		$86,952		$72,913		$13,442		$14,378		$14,297		$14,387		$15,906				$12,766		$11,545		$6,732		$924
Ratios of expenses to average net assets:
Before reimbursement of expenses by Adviser (%)	1.10		1.10		1.10		1.10		1.10		1.85		1.85		1.85		1.85		1.85				1.85		1.85		1.84		1.83	6
After reimbursement of expenses by Adviser (%)	1.10		1.10		1.10		1.10		1.10		1.85		1.85		1.85		1.85		1.85				1.85		1.85		1.84		1.83	6
Ratio of net investment income to average net assets
After reimbursement of expenses by Adviser (%)	1.59		1.61		1.75		2.14		2.51		0.84		0.86		1.01		1.42		1.77				0.84		0.83		0.88		0.83	6
Portfolio turnover (%)3	25		23		18		21		17		25		23		18		21		17				25		23		18		21	5

1	Net investment income calculated excluding permanent tax adjustments to undistributed net investment income.
2	Total return without applicable sales charge.
3	Portfolio turnover is calculated at the fund level and represents the entire fiscal year or period.
4	Commenced investment operations July 31, 2012.
5	Not annualized.
6	Annualized.
7	Amounts represent less than $0.005 per share.

See accompanying Notes to Financial Statements.

62

Madison Funds | October 31, 2015

Financial Highlights for a Share of Beneficial Interest Outstanding

	COVERED CALL & EQUITY INCOME FUND1
	CLASS A										CLASS C								CLASS Y
	Year Ended October 31,										Year Ended October 31,						Inception to		Year Ended October 31,
	2015		2014		2013		2012		2011		2015		2014		2013		10/31/128		2015		2014		2013		2012		2011
Net Asset Value at beginning of period	$9.92		$9.99		$9.76		$9.76		$10.27		$9.74		$9.89		$9.74		$9.66		$10.03		$10.08		$9.82		$9.81		$10.29
Income from Investment Operations:
Net investment income (loss)3	0.06		0.08		0.02		0.00	2	0.00	2	0.16		0.08		0.20		0.00	2	0.14		0.22		(0.28	)	0.00	2	0.03
Net realized and unrealized gain (loss) on investments	(0.06	)	0.77		1.12		0.82		0.50		(0.23	)	0.69		0.86		0.28		(0.12	)	0.67		1.45		0.84		0.50
Total from investment operations	–		0.85		1.14		0.82		0.50		(0.07	)	0.77		1.06		0.28		0.02		0.89		1.17		0.84		0.53
Less Distributions:
Distributions from net investment income	(0.50	)	(0.60	)	(0.60	)	–		–		(0.50	)	(0.60	)	(0.60	)	–		(0.50	)	(0.62	)	(0.60	)	(0.02	)	–
Distributions from capital gains	(0.28	)	(0.32	)	(0.31	)	(0.82	)	(1.01	)	(0.28	)	(0.32	)	(0.31	)	(0.20	)	(0.28	)	(0.32	)	(0.31	)	(0.81	)	(1.01	)
Total distributions	(0.78	)	(0.92	)	(0.91	)	(0.82	)	(1.01	)	(0.78	)	(0.92	)	(0.91	)	(0.20	)	(0.78	)	(0.94	)	(0.91	)	(0.83	)	(1.01	)
Net increase (decrease) in net asset value	(0.78	)	(0.07	)	0.23		–		(0.51	)	(0.85	)	(0.15	)	0.15		0.08		(0.76	)	(0.05	)	0.26		0.01		(0.48	)
Net Asset Value at end of period	$9.14		$9.92		$9.99		$9.76		$9.76		$8.89		$9.74		$9.89		$9.74		$9.27		$10.03		$10.08		$9.82		$9.81
Total Return (%)4	(0.18	)	8.90		12.29		8.61		5.22		(0.83	)	8.01		11.44		2.88	5	0.13		9.08		12.60		8.73		5.51
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$16,042		$11,373		$7,559		$6,297		$4,072		$9,287		$4,805		$2,258		$527		$60,916		$43,891		$29,307		$81,779		$63,395
Ratios of expenses to average net assets:
Before reimbursement of expenses by Adviser (%)	1.25		1.25		1.25		1.24		1.25		1.99		2.00		2.00		1.96	6	1.00		1.00		1.00		1.00		1.00
After reimbursement of expenses by Adviser (%)	1.25		1.25		1.25		1.24		1.25		1.99		2.00		2.00		1.96	6	1.00		1.00		1.00		1.00		1.00
Ratio of net investment income (loss) to average net assets
After reimbursement of expenses by Adviser (%)	0.13		(0.30	)	(0.12	)	(0.15	)	(0.44	)	(0.59	)	(1.07	)	(0.91	)	(0.89	)6	0.40		(0.03	)	0.14		0.09		(0.15	)
Portfolio turnover (%)7	107		139		100		84		107		107		139		100		84	5	107		139		100		84		107

	COVERED CALL & EQUITY INCOME FUND1								DIVIDEND INCOME FUND*
	CLASS R6								CLASS Y
	Year Ended October 31,						Inception to		Year Ended October 31,						Year Ended December 31,
	2015		2014		2013		10/31/128		2015		2014		20139		2012		2011		2010
Net Asset Value at beginning of period	$10.06		$10.09		$9.82		$9.72		$23.59		$21.94		$17.90		$17.17		$17.50		$16.39
Income from Investment Operations:
Net investment income3	0.24		0.13		0.04		0.00	2	0.40		0.38		0.28		0.36		0.20		0.19
Net realized and unrealized gain (loss) on investments	(0.21	)	0.78		1.14		0.30		0.01		2.29		4.03		1.50		0.10		1.11
Total from investment operations	0.03		0.91		1.18		0.30		0.41		2.67		4.31		1.86		0.30		1.30
Less Distributions:
Distributions from net investment income	(0.50	)	(0.62	)	(0.60	)	–		(0.38	)	(0.38	)	(0.27	)	(0.35	)	(0.20	)	(0.19	)
Distributions from capital gains	(0.28	)	(0.32	)	(0.31	)	(0.20	)	(1.34	)	(0.64	)	–		(0.78	)	(0.43	)	–
Total distributions	(0.78	)	(0.94	)	(0.91	)	(0.20	)	(1.72	)	(1.02	)	(0.27	)	(1.13	)	(0.63	)	(0.19	)
Net increase (decrease) in net asset value	(0.75	)	(0.03	)	0.27		0.10		(1.31	)	1.65		4.04		0.73		(0.33	)	1.11
Net Asset Value at end of period	$9.31		$10.06		$10.09		$9.82		$22.28		$23.59		$21.94		$17.90		$17.17		$17.50
Total Return (%)4	0.23		9.29		12.75		3.07	5	1.76		12.42		24.18	5	10.86		1.73		8.02
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$2,826		$152		$116		$103		$20,925		$21,518		$18,658		$13,263		$11,189		$12,256
Ratios of expenses to average net assets:
Before reimbursement of expenses by Adviser (%)	0.87		0.87		0.87		0.86	6	1.10		1.10		1.10	6	1.17		1.25		1.24
After reimbursement of expenses by Adviser (%)	0.87		0.87		0.87		0.86	6	0.95		0.95		0.95	6	1.09		–		–
Ratio of net investment income to average net assets
After reimbursement of expenses by Adviser (%)	0.70		0.10		0.21		0.17	6	1.75		1.66		1.66	6	1.95		–		–
Portfolio turnover (%)7	107		139		100		84	5	24		29		16	5	61		56		39

* The Financial Statements presented herein include the historical operating results of the Madison Mosaic Funds through April 19, 2013. Effective after market close on this date, the Madison Mosaic Funds reorganized into the Madison Funds.
1	Prior to close of business on February 28, 2014, the Fund was known as the Equity Income Fund. See Note 1.
2	Amounts represent less than $0.005 per share.
3	Net investment income (loss) calculated excluding permanent tax adjustments to undistributed net investment income.
4	Total return without applicable sales charge.
5	Not annualized.
6	Annualized.
7	Portfolio turnover is calculated at the fund level and represents the entire fiscal year or period.
8	Class was launched on July 31, 2012.
9	Effective at the close of business on April 19, 2013, the fiscal year end of the fund changed to October 31. Disclosure represents 10 months of information.

See accompanying Notes to Financial Statements.

63

Madison Funds | October 31, 2015

Financial Highlights for a Share of Beneficial Interest Outstanding

	LARGE CAP VALUE FUND
	CLASS A										CLASS B										CLASS Y
	Year Ended October 31,										Year Ended October 31,										Year Ended October 31,
	2015		2014		2013		2012		2011		2015		2014		2013		2012		2011		2015		2014		2013		2012		2011
Net Asset Value at beginning of period	$19.18		$17.04		$13.99		$12.42		$11.40		$18.84		$16.74		$13.74		$12.21		$11.20		$19.20		$17.06		$14.01		$12.44		$11.42
Income from Investment Operations:
Net investment income (loss)1	0.08		0.13		0.18		0.21		0.18		(0.05	)	0.04		0.12		0.16		0.12		0.14		0.19		0.19		0.22		0.23
Net realized and unrealized gain (loss) on investments	(0.10	)	2.15		3.07		1.55		0.98		(0.09	)	2.07		2.98		1.47		0.94		(0.11	)	2.14		3.10		1.57		0.97
Total from investment operations	(0.02	)	2.28		3.25		1.76		1.16		(0.14	)	2.11		3.10		1.63		1.06		0.03		2.33		3.29		1.79		1.20
Less Distributions:
Distributions from net investment income	(0.14	)	(0.14	)	(0.20	)	(0.19	)	(0.14	)	(0.00	)6	(0.01	)	(0.10	)	(0.10	)	(0.05	)	(0.19	)	(0.19	)	(0.24	)	(0.22	)	(0.18	)
Distributions from capital gains	(2.69	)	–		–		–		–		(2.69	)	–		–		–		–		(2.69	)	–		–		–		–
Total distributions	(2.83	)	(0.14	)	(0.20	)	(0.19	)	(0.14	)	(2.69	)	(0.01	)	(0.10	)	(0.10	)	(0.05	)	(2.88	)	(0.19	)	(0.24	)	(0.22	)	(0.18	)
Net increase (decrease) in net asset value	(2.85	)	2.14		3.05		1.57		1.02		(2.83	)	2.10		3.00		1.53		1.01		(2.85	)	2.14		3.05		1.57		1.02
Net Asset Value at end of period	$16.33		$19.18		$17.04		$13.99		$12.42		$16.01		$18.84		$16.74		$13.74		$12.21		$16.35		$19.20		$17.06		$14.01		$12.44
Total Return (%)2	(0.80	)	13.47		23.58		14.37		10.27		(1.49	)	12.61		22.69		13.41		9.52		(0.51	)	13.74		23.86		14.64		10.53
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$63,566		$70,495		$67,048		$58,537		$54,271		$4,096		$4,867		$5,222		$5,768		$7,199		$109,546		$128,456		$132,206		$84,545		$78,344
Ratios of expenses to average net assets:
Before reimbursement of expenses by Adviser (%)	1.16		1.16		1.16		1.16		1.16		1.91		1.91		1.91		1.91		1.91		0.91		0.91		0.91		0.91		0.91
After reimbursement of expenses by Adviser (%)	1.16		1.16		1.16		1.16		1.16		1.91		1.91		1.91		1.91		1.91		0.91		0.91		0.91		0.91		0.91
Ratio of net investment income to average net assets
After reimbursement of expenses by Adviser (%)	0.47		0.69		1.12		1.51		1.44		(0.27	)	(0.06	)	0.40		0.79		0.70		0.73		0.92		1.33		1.76		1.69
Portfolio turnover (%)3	97		85		33		25		39		97		85		33		25		39		97		85		33		25		39

	INVESTORS FUND*
	CLASS A						CLASS Y												CLASS R6
	Year Ended				Inception														Year Ended				Inception
	October 31				to		Year Ended October 31,						Year Ended December 31,						October 31				to
	2015		2014		10/31/137		2015		2014		20138		2012		2011		2010		2015		2014		10/31/137
Net Asset Value at beginning of period	$25.01		$22.49		$22.06		$25.07		$22.50		$18.56		$16.40		$16.55		$15.07		$25.14		$22.51		$22.06
Income from Investment Operations:
Net investment income1	0.09		0.03		–		0.16		0.12		0.10		0.13		0.15		0.09		0.15		0.17		–
Net realized and unrealized gain (loss) on investments	1.06		3.18		0.43		1.05		3.15		3.94		2.17		(0.15	)	1.48		1.10		3.16		0.45
Total from investment operations	1.15		3.21		0.43		1.21		3.27		4.04		2.30		–		1.57		1.25		3.33		0.45
Less Distributions:
Distributions from net investment income	(0.06	)	(0.01	)	–		(0.12	)	(0.02	)	(0.10	)	(0.14	)	(0.15	)	(0.09	)	(0.12	)	(0.02	)	–
Distributions from capital gains	(4.80	)	(0.68	)	–		(4.80	)	(0.68	)	–		–		–		–		(4.80	)	(0.68	)	–
Total distributions	(4.86	)	(0.69	)	–		(4.92	)	(0.70	)	(0.10	)	(0.14	)	(0.15	)	(0.09	)	(4.92	)	(0.70	)	–
Net increase (decrease) in net asset value	(3.71	)	2.52		0.43		(3.71	)	2.57		3.94		2.16		(0.15	)	1.48		(3.67	)	2.63		0.45
Net Asset Value at end of period	$21.30		$25.01		$22.49		$21.36		$25.07		$22.50		$18.56		$16.40		$16.55		$21.47		$25.14		$22.51
Total Return (%)2	4.78		14.55		1.95	4	5.07		14.84		21.78	4	14.05		–		10.44		5.25		15.10		2.04	4
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$2,189		$1,340		$280		$109,506		$166,819		$196,164		$35,176		$36,339		$42,882		$6,589		$5,200		$7,234
Ratios of expenses to average net assets:
Before reimbursement of expenses by Adviser (%)	1.31		1.28		1.20	5	1.06		1.02		1.04	5	1.05		0.99		0.99		0.73		0.69		0.65	5
After reimbursement of expenses by Adviser (%)	1.19		1.13		1.06	5	0.94		0.87		0.89	5	0.97		0.99		0.99		0.73		0.64		0.56	5
Ratio of net investment income to average net assets
After reimbursement of expenses by Adviser (%)	0.38		0.15		(0.22	)5	0.62		0.43		0.41	5	0.75		0.82		0.60		0.83		0.65		0.23	5
Portfolio turnover (%)3	33		52		34	4	33		52		34	4	47		36		41		33		52		34	4

^* The Financial Statements presented herein include the historical operating results of the Madison Mosaic Funds through April 19, 2013. Effective after market close on this date, the Madison Mosaic Funds reorganized into the Madison Funds.

¹ Net investment income calculated excluding permanent tax adjustments to undistributed net investment income.

² Total return without applicable sales charge.

³ Portfolio turnover is calculated at the fund level and represents the entire fiscal year or period.

⁴ Not annualized.

⁵ Annualized.

⁶ Amounts represent less than $0.005 per share.

⁷ Class was launched on September 20, 2013.

⁸ Effective at the close of business on April 19, 2013, the fiscal year end of the fund changed to October 31. Disclosure represents 10 months of information.

See accompanying Notes to Financial Statements.

64

Madison Funds | October 31, 2015

Financial Highlights for a Share of Beneficial Interest Outstanding

	LARGE CAP GROWTH FUND
	CLASS A									CLASS B										CLASS Y
	Year Ended October 31,									Year Ended October 31,										Year Ended October 31,
	2015		2014		2013		2012	2011		2015		2014		2013		2012		2011		2015		2014		2013		2012		2011
Net Asset Value at beginning of period	$23.50		$21.06		$17.18		$16.00	$15.20		$20.99		$19.02		$15.61		$14.64		$13.99		$23.72		$21.24		$17.33		$16.11		$15.30
Income from Investment Operations:
Net investment income (loss)2	0.13		0.05		0.07		0.01	(0.01	)	(0.04	)	(0.17	)	(0.12	)	(0.12	)	(0.13	)	0.20		0.09		0.11		0.06		0.04
Net realized and unrealized gain on investments	1.15		3.17		3.88		1.17	0.83		1.01		2.92		3.56		1.09		0.78		1.14		3.22		3.91		1.18		0.82
Total from investment operations	1.28		3.22		3.95		1.18	0.82		0.97		2.75		3.44		0.97		0.65		1.34		3.31		4.02		1.24		0.86
Less Distributions:
Distributions from net investment income	(0.06	)	–		(0.07	)	–	(0.02	)	–		–		(0.03	)	–		–		(0.12	)	(0.05	)	(0.11	)	(0.02	)	(0.05	)
Distributions from capital gains	(1.83	)	(0.78	)	–		–	–		(1.83	)	(0.78	)	–		–		–		(1.83	)	(0.78	)	–		–		–
Total distributions	(1.89	)	(0.78	)	(0.07	)	–	(0.02	)	(1.83	)	(0.78	)	(0.03	)	–		–		(1.95	)	(0.83	)	(0.11	)	(0.02	)	(0.05	)
Net increase (decrease) in net asset value	(0.61	)	2.44		3.88		1.18	0.80		(0.86	)	1.97		3.41		0.97		0.65		(0.61	)	2.48		3.91		1.22		0.81
Net Asset Value at end of period	$22.89		$23.50		$21.06		$17.18	$16.00		$20.13		$20.99		$19.02		$15.61		$14.64		$23.11		$23.72		$21.24		$17.33		$16.11
Total Return (%)3	5.65		15.63		23.05		7.38	5.39		4.85		14.76		22.08		6.63		4.65		5.88		15.94		23.33		7.72		5.63
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$62,266		$64,468		$59,187		$49,824	$48,068		$4,554		$4,726		$5,102		$5,731		$7,581		$108,018		$118,009		$92,067		$63,956		$61,122
Ratios of expenses to average net assets:
Before reimbursement of expenses by Adviser (%)	1.20		1.20		1.20		1.20	1.20		1.95		1.95		1.95		1.95		1.95		0.95		0.95		0.95		0.95		0.95
After reimbursement of expenses by Adviser (%)	1.20		1.20		1.20		1.20	1.20		1.95		1.95		1.95		1.95		1.95		0.95		0.95		0.95		0.95		0.95
Ratio of net investment income (loss) to average net assets
After reimbursement of expenses by Adviser (%)	0.55		0.20		0.34		0.08	(0.05	)	(0.21	)	(0.54	)	(0.37	)	(0.68	)	(0.79	)	0.79		0.44		0.57		0.33		0.22
Portfolio turnover (%)6	50		40		58		71	77		50		40		58		71		77		50		40		58		71		77

	MID CAP FUND*
	CLASS A						CLASS B						CLASS Y
	Year Ended				Inception		Year Ended				Inception
	October 31,				to		October 31,				to		Year Ended October 31,						Year Ended December 31,
	2015		2014		10/31/131		2015		2014		10/31/131		2015		2014		20138		20127		20117		20107
Net Asset Value at beginning of period	$9.78		$9.48		$8.41		$8.69		$8.55		$7.62		$10.00		$9.66		$8.31		$7.45		$7.40		$6.11
Income from Investment Operations:
Net investment income (loss)2	(0.06	)	(0.04	)	(0.03	)	(0.13	)	(0.14	)	(0.06	)	(0.04	)	(0.02	)	(0.02	)	–		(0.01	)	(0.02	)
Net realized and unrealized gain on investments	0.61		1.01		1.10		0.56		0.95		0.99		0.63		1.03		2.11		1.17		0.39		1.31
Total from investment operations	0.55		0.97		1.07		0.43		0.81		0.93		0.59		1.01		2.09		1.17		0.38		1.29
Less Distributions:
Distributions from capital gains	(1.74	)	(0.67	)	–		(1.74	)	(0.67	)	–		(1.74	)	(0.67	)	(0.74	)	(0.31	)	(0.33	)	–
Total distributions	(1.74	)	(0.67	)	–		(1.74	)	(0.67	)	–		(1.74	)	(0.67	)	(0.74	)	(0.31	)	(0.33	)	–
Net increase (decrease) in net asset value	(1.19	)	0.30		1.07		(1.31	)	0.14		0.93		(1.15	)	0.34		1.35		0.86		0.05		1.29
Net Asset Value at end of period	$8.59		$9.78		$9.48		$7.38		$8.69		$8.55		$8.85		$10.00		$9.66		$8.31		$7.45		$7.40
Total Return (%)3	5.80		10.65		12.72	4	5.06		9.89		12.20	4	6.13		10.88		22.68	4	15.69		5.10		21.15
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$54,000		$57,117		$56,578		$3,401		$4,235		$5,476		$198,605		$224,181		$255,263		$168,428		$160,328		$159,413
Ratios of expenses to average net assets:
Before reimbursement of expenses by Adviser (%)	1.40		1.40		1.40	5	2.15		2.15		2.15	5	1.15		1.15		1.15	5	1.20		1.25		1.25
After reimbursement of expenses by Adviser (%)	1.40		1.40		1.40	5	2.15		2.15		2.15	5	1.15		1.15		1.15	5	1.20		1.25		1.25
Ratio of net investment income (loss) to average net assets
After reimbursement of expenses by Adviser (%)	(0.72	)	(0.42	)	(0.64	)5	(1.47	)	(1.19	)	(1.39	)5	(0.47	)	(0.17	)	(0.29	)5	0.00		(0.20	)	(0.26	)
Portfolio turnover (%)6	28		33		21	4	28		33		21	4	28		33		21	4	28		32		57

^* The Financial Statements presented herein include the historical operating results of the Madison Mosaic Funds through April 19, 2013. Effective after market close on this date, the Madison Mosaic Funds reorganized into the Madison Funds.

¹ For accounting purposes, the Mid-Cap Fund Class A & B are treated as having commenced investment operations at the close of business on April 19, 2013.

² Net investment income calculated excluding permanent tax adjustments to undistributed net investment income.

³ Total return without applicable sales charge.

⁴ Not annualized.

⁵ Annualized.

⁶ Portfolio turnover is calculated at the fund level and represents the entire fiscal year or period.

⁷ The financial highlights prior to April 22, 2013 are those of the Madison Mosaic Mid Cap Fund, the accounting survivor of the reorganization of the Madison Mid Cap and Madison Mosaic Mid Cap Funds. The net asset values and other per share information of the Madison Mosaic Mid Cap Fund have been restated by the conversion ratio of 1.5634 for Class Y shares to reflect those of the legal survivor of the reorganization, the Madison Mosaic Mid Cap Fund, which was renamed the Madison Mid Cap Fund after reorganization.

⁸ Effective at the close of business on April 19, 2013, the fiscal year end of the fund changed to October 31. Disclosure represents 10 months of information.

See accompanying Notes to Financial Statements.
	65

Madison Funds | October 31, 2015

Financial Highlights for a Share of Beneficial Interest Outstanding

			MID CAP FUND* - continued
			CLASS R6
									Year
			Year Ended October 31,						Ended
			2015		2014		20131		12/31/127,8
Net Asset Value at beginning of period			$10.06		$9.68		$8.30		$7.42
Income from Investment Operations:
Net investment income (loss)2			(0.05	)	0.02		0.01		0.08
Net realized and unrealized gain on investments			0.68		1.03		2.11		1.12
Total from investment operations			0.63		1.05		2.12		1.20
Less Distributions:
Distributions from net investment income			–		–		–		(0.01	)
Distributions from capital gains			(1.74	)	(0.67	)	(0.74	)	(0.31	)
Total distributions			(1.74	)	(0.67	)	(0.74	)	(0.32	)
Net increase (decrease) in net asset value			(1.11	)	0.38		1.38		0.88
Net Asset Value at end of period			$8.95		$10.06		$9.68		$8.30
Total Return (%)3			6.55		11.29		23.05	4	7.34	4
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)			$9,874		$5,118		$6,270		$4,856
Ratios of expenses to average net assets:
Before reimbursement of expenses by Adviser (%)			0.77		0.77		0.77	5	0.76	5
After reimbursement of expenses by Adviser (%)			0.77		0.77		0.77	5	0.76	5
Ratio of net investment income (loss) to average net assets
After reimbursement of expenses by Adviser (%)			(0.09	)	0.20		0.11	5	1.19	5
Portfolio turnover (%)6			28		33		21	4	28	4
	SMALL CAP FUND
	CLASS A										CLASS B										CLASS Y
	Year Ended October 31,										Year Ended October 31,										Year Ended October 31,
	2015		2014		2013		2012		2011		2015		2014		2013		2012		2011		2015		2014		2013		2012		2011
Net Asset Value at beginning of period	$15.21		$14.87		$11.81		$10.79		$9.93		$14.58		$14.38		$11.45		$10.55		$9.78		$15.26		$14.88		$11.82		$10.77		$9.91
Income from Investment Operations:
Net investment income (loss)2	0.02		0.06		0.02		0.06		0.04		(0.14	)	(0.05	)	(0.06	)	(0.02	)	(0.06	)	0.04		0.07		0.02		0.10		0.07
Net realized and unrealized gain on investments	0.58		0.88		3.68		1.31		0.86		0.60		0.85		3.56		1.27		0.86		0.60		0.91		3.71		1.30		0.85
Total from investment operations	0.60		0.94		3.70		1.37		0.90		0.46		0.80		3.50		1.25		0.80		0.64		0.98		3.73		1.40		0.92
Redemption Fees	–		–		–		–		0.01		–		–		–		–		–		–		–		–		–		–
Less Distributions:
Distributions from net investment income	(0.04	)	–		(0.09	)	–		(0.05	)	–		–		(0.02	)	–		(0.03	)	(0.08	)	(0.00	)9	(0.12	)	–		(0.06	)
Distributions from capital gains	(0.79	)	(0.60	)	(0.55	)	(0.35	)	–		(0.79	)	(0.60	)	(0.55	)	(0.35	)	–		(0.79	)	(0.60	)	(0.55	)	(0.35	)	–
Total distributions	(0.83	)	(0.60	)	(0.64	)	(0.35	)	(0.05	)	(0.79	)	(0.60	)	(0.57	)	(0.35	)	(0.03	)	(0.87	)	(0.60	)	(0.67	)	(0.35	)	(0.06	)
Net increase (decrease) in net asset value	(0.23	)	0.34		3.06		1.02		0.86		(0.33	)	0.20		2.93		0.90		0.77		(0.23	)	0.38		3.06		1.05		0.86
Net Asset Value at end of period	$14.98		$15.21		$14.87		$11.81		$10.79		$14.25		$14.58		$14.38		$11.45		$10.55		$15.03		$15.26		$14.88		$11.82		$10.77
Total Return (%)3	3.90		6.45		32.85		13.08		9.12		3.10		5.66		31.92		12.21		8.20		4.16		6.72		33.17		13.39		9.29
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$3,435		$3,639		$4,566		$3,941		$3,201		$437		$522		$497		$318		$266		$83,728		$60,279		$45,217		$13,808		$17,039
Ratios of expenses to average net assets:
Before reimbursement of expenses by Adviser (%)	1.50		1.50		1.50		1.50		1.50		2.25		2.25		2.25		2.25		2.25		1.25		1.25		1.25		1.25		1.25
After reimbursement of expenses by Adviser (%)	1.50		1.50		1.50		1.50		1.50		2.25		2.25		2.25		2.25		2.25		1.25		1.25		1.25		1.25		1.25
Ratio of net investment income (loss) to average net assets
After reimbursement of expenses by Adviser (%)	0.09		0.35		0.14		0.53		0.33		(0.66	)	(0.40	)	(0.62	)	(0.22	)	(0.42	)	0.32		0.59		0.28		0.77		0.69
Portfolio turnover (%)6	19		29		22		15		15		19		29		22		15		15		19		29		22		15		15

^*The Financial Statements presented herein include the historical operating results of the Madison Mosaic Funds through April 19, 2013. Effective after market close on this date, the Madison Mosaic Funds reorganized into the Madison Funds.

¹ Effective at the close of business on April 19, 2013, the fiscal year end of the fund changed to October 31. Disclosure represents 10 months of information.

² Net investment income calculated excluding permanent tax adjustments to undistributed net investment income.

³ Total return without applicable sales charge.

⁴ Not annualized.

⁵ Annualized.

⁶ Portfolio turnover is calculated at the fund level and represents the entire fiscal year or period.

⁷ The financial highlights prior to April 22, 2013 are those of the Madison Mosaic Mid Cap Fund, the accounting survivor of the reorganization of the Madison Mid Cap and Madison Mosaic Mid Cap Funds. The net asset values and other per share information of the Madison Mosaic Mid Cap Fund have been restated by the conversion ratio of 1.5696 for Class R6 shares to reflect those of the legal survivor of the reorganization, the Madison Mosaic Mid Cap Fund, which was renamed the Madison Mid Cap Fund after reorganization.

⁸ Class was launched on February 29, 2012.

⁹ Amounts represent less than $0.005 per share.

See accompanying Notes to Financial Statements.

66

Madison Funds | October 31, 2015

Financial Highlights for a Share of Beneficial Interest Outstanding

	NORTHROAD INTERNATIONAL FUND*
	CLASS Y												CLASS R6
	Year Ended October 31,						Year Ended December 31,						Year Ended October 31,						Inception to
	2015		2014		20138		2012		2011		20109		2015		2014		20/138		12/31/121
Net Asset Value at beginning of period	$11.54		$12.25		$10.39		$9.28		$13.30		$11.92		$11.60		$12.28		$10.39		$9.28
Income from Investment Operations:
Net investment income2	0.19		0.19		0.19		0.19		0.04		0.00	7	0.21		0.24		0.22		0.19
Net realized and unrealized gain (loss) on investments	(0.49	)	(0.41	)	1.67		1.09		(1.03	)	2.20		(0.47	)	(0.43	)	1.67		1.11
Total from investment operations	(0.30	)	(0.22	)	1.86		1.28		(0.99	)	2.20		(0.26	)	(0.19	)	1.89		1.30
Less Distributions:
Distributions from net investment income	(0.22	)	(0.20	)	–		(0.17	)	(0.04	)	(0.00	)7	(0.22	)	(0.20	)	–		(0.19	)
Distributions from capital gains	(0.45	)	(0.29	)	–		–		(2.99	)	(0.82	)	(0.45	)	(0.29	)	–		–
Total distributions	(0.67	)	(0.49	)	–		(0.17	)	(3.03	)	(0.82	)	(0.67	)	(0.49	)	–		(0.19	)
Net increase (decrease) in net asset value	(0.97	)	(0.71	)	1.86		1.11		(4.02	)	1.38		(0.93	)	(0.68	)	1.89		1.11
Net Asset Value at end of period	$10.57		$11.54		$12.25		$10.39		$9.28		$13.30		$10.67		$11.60		$12.28		$10.39
Total Return (%)3	(2.63	)	(1.91	)	17.90	4	13.76		(6.43	)	18.42		(2.25	)	(1.66	)	18.19	4	6.70	4
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$36,216		$36,751		$32,616		$28,856		$1,621		$1,763		$9,213		$8,674		$12		$11
Ratios of expenses to average net assets:
Before reimbursement of expenses by Adviser (%)	1.15		1.15		1.15	5	1.15		1.20		1.25		0.82		0.83		0.83	5	0.83	5
After reimbursement of expenses by Adviser (%)	1.15		1.15		1.15	5	1.15		1.20		1.25		0.82		0.83		0.83	5	0.83	5
Ratio of net investment income (loss) to average net assets
After reimbursement of expenses by Adviser (%)	1.73		1.68		2.01	5	1.94		0.43		0.02		2.08		2.67		2.33	5	2.33	5
Portfolio turnover (%)6	29		30		15	4	12		129		61		29		30		15	4	12	4

	INTERNATIONAL STOCK FUND
	CLASS A										CLASS B										CLASS Y
	Year Ended October 31,										Year Ended October 31,										Year Ended October 31,
	2015		2014		2013		2012		2011		2015		2014		2013		2012		2011		2015		2014		2013		2012		2011
Net Asset Value at beginning of period	$13.20		$13.16		$10.81		$10.12		$10.58		$12.89		$12.87		$10.58		$9.92		$10.39		$13.22		$13.18		$10.82		$10.13		$10.59
Income from Investment Operations:
Net investment income2	0.12		0.16		0.13		0.14		0.16		0.03		0.10		0.07		0.09		0.08		(0.05	)	0.73		0.13		0.18		0.21
Net realized and unrealized gain (loss) on investments	(0.02	)	(0.02	)	2.35		0.76		(0.47	)	(0.03	)	(0.06	)	2.28		0.72		(0.47	)	0.17		(0.56	)	2.38		0.75		(0.49	)
Total from investment operations	0.10		0.14		2.48		0.90		(0.31	)	–		0.04		2.35		0.81		(0.39	)	0.12		0.17		2.51		0.93		(0.28	)
Less Distributions:
Distributions from net investment income	(0.31	)	(0.10	)	(0.13	)	(0.21	)	(0.15	)	(0.21	)	(0.02	)	(0.06	)	(0.15	)	(0.08	)	(0.34	)	(0.13	)	(0.15	)	(0.24	)	(0.18	)
Total distributions	(0.31	)	(0.10	)	(0.13	)	(0.21	)	(0.15	)	(0.21	)	(0.02	)	(0.06	)	(0.15	)	(0.08	)	(0.34	)	(0.13	)	(0.15	)	(0.24	)	(0.18	)
Net increase (decrease) in net asset value	(0.21	)	0.04		2.35		0.69		(0.46	)	(0.21	)	0.02		2.29		0.66		(0.47	)	(0.22	)	0.04		2.36		0.69		(0.46	)
Net Asset Value at end of period	$12.99		$13.20		$13.16		$10.81		$10.12		$12.68		$12.89		$12.87		$10.58		$9.92		$13.00		$13.22		$13.18		$10.82		$10.13
Total Return (%)3	0.83		1.09		23.11		9.23		(3.00	)	0.06		0.31		22.26		8.39		(3.77	)	1.09		1.29		23.44		9.61		(2.85	)
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$21,072		$23,012		$24,571		$21,002		$20,763		$1,692		$2,061		$2,946		$3,206		$3,872		$15,566		$7,938		$34,634		$23,294		$44,358
Ratios of expenses to average net assets:
Before reimbursement of expenses by Adviser (%)	1.60		1.60		1.60		1.60		1.60		2.35		2.35		2.35		2.35		2.35		1.35		1.35		1.35		1.35		1.35
After reimbursement of expenses by Adviser (%)	1.60		1.60		1.60		1.60		1.60		2.35		2.35		2.35		2.35		2.35		1.35		1.35		1.35		1.35		1.35
Ratio of net investment income to average net assets
After reimbursement of expenses by Adviser (%)	0.88		1.13		1.02		1.35		1.45		0.10		0.29		0.28		0.59		0.72		1.27		1.65		1.26		1.36		1.70
Portfolio turnover (%)6	45		44		53		41		44		45		44		53		41		44		45		44		53		41		44

* The Financial Statements presented herein include the historical operating results of the Madison Mosaic Funds through April 19, 2013. Effective after market close on this date, the Madison Mosaic Funds reorganized into the Madison Funds.

¹ Class was launched on February 29, 2012.

² Net investment income (loss) calculated excluding permanent tax adjustments to undistributed net investment income.

³ Total return without applicable sales charge.

⁴ Not annualized.

⁵ Annualized.

⁶ Portfolio turnover is calculated at the fund level and represents the entire fiscal year or period.

⁷ Amounts represent less than $0.005 per share.

⁸ Effective at the close of business on April 19, 2013, the fiscal year end of the fund changed to October 31. Disclosure represents 10 months of information.

⁹ Prior to June 30, 2011, the NorthRoad International Fund was known as the Small/Mid-Cap Fund. Inception of the fund was December 31, 2008.

See accompanying Notes to Financial Statements.
	67

Madison Funds | October 31, 2015

Financial Highlights for a Share of Beneficial Interest Outstanding

	HANSBERGER INTERNATIONAL GROWTH FUND*
	CLASS I												CLASS Y
	Year Ended												Year Ended
	October 31,				Year Ended December 31,								October 31,				Year Ended December 31,
	2015		20141		2013		2012		2011		2010		2015		20141		2013		2012		2011		2010
Net Asset Value at beginning of period	$16.70		$17.88		$15.42		$13.11		$16.16		$15.02		$16.68		$17.89		$15.42		$13.11		$16.16		$15.01
Income from Investment Operations:
Net investment income2	0.73		0.26		0.17	3	0.21	3	0.21	3	0.15	3	0.05		0.14		0.13	3	0.17	3	0.19	3	0.12	3
Net realized and unrealized gain (loss) on investments	(0.54	)	(1.44	)	2.52		2.33		(3.06	)	1.14		0.12		(1.35	)	2.53		2.32		(3.07	)	1.15
Total from investment operations	0.19		(1.18	)	2.69		2.54		(2.85	)	1.29		0.17		(1.21	)	2.66		2.49		(2.88	)	1.27
Less Distributions:
Distributions from net investment income	(0.78	)	–		(0.23	)	(0.23	)	(0.20	)	(0.15	)	(0.76	)	–		(0.19	)	(0.18	)	(0.17	)	(0.12	)
Total distributions	(0.78	)	–		(0.23	)	(0.23	)	(0.20	)	(0.15	)	(0.76	)	–		(0.19	)	(0.18	)	(0.17	)	(0.12	)
Net increase (decrease) in net asset value	(0.59	)	(1.18	)	2.46		2.31		(3.05	)	1.14		(0.59	)	(1.21	)	2.47		2.31		(3.05	)	1.15
Net Asset Value at end of period	$16.11		$16.70		$17.88		$15.42		$13.11		$16.16		$16.09		$16.68		$17.89		$15.42		$13.11		$16.16
Total Return (%)4	1.41		(6.60	)5	17.46		19.37		(17.61	)	8.63		1.27		(6.76	)5	17.26		19.01		(17.82	)	8.44
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$30,895		$153,839		$262,627		$518,186		$548,110		$608,571		$2,510		$2,942		$3,928		$4,410		$5,907		$9,398
Ratios of expenses to average net assets:
Before reimbursement of expenses by Adviser (%)	1.01		0.95	6	0.94		0.89		0.86		0.87		1.16		1.85	6	1.67		1.45		1.05		1.10
After reimbursement of expenses by Adviser (%)	1.01		0.95	6	0.94	7	0.89	8	0.86		0.87		1.16		1.16	6	1.17	7	1.15	10	1.05		1.10
Ratio of net investment income to average net assets
After reimbursement of expenses by Adviser (%)	0.85		1.40	6	1.05		1.44		1.39		1.05		0.80		1.22	6	0.78		1.15		1.22		0.83
Portfolio turnover (%)9	61		34	5	48		47		62		52		61		34	5	48		47		62		52

	TARGET RETIREMENT						TARGET RETIREMENT						TARGET RETIREMENT						TARGET RETIREMENT
	2020 FUND						2030 FUND						2040 FUND						2050 FUND
	CLASS R6						CLASS R6						CLASS R6						CLASS R6
	Year Ended			Inception to			Year Ended			Inception to			Year Ended			Inception to			Year Ended			Inception to
	10/31/15			10/31/1411			10/31/15			10/31/1411			10/31/15			10/31/1411			10/31/15			10/31/1411
Net Asset Value at beginning of period		$10.00			$10.00			$9.99			$10.00			$9.98			$10.00			$9.98			$10.00
Income from Investment Operations:
Net investment income2		0.16			0.03			0.15			0.03			0.15			0.03			0.15			0.03
Net realized and unrealized gain (loss) on investments		0.10			(0.03	)		0.12			(0.04	)		0.13			(0.05	)		0.13			(0.05	)
Total from investment operations		0.26			–			0.27			(0.01	)		0.28			(0.02	)		0.28			(0.02	)
Less Distributions:
Distributions from net investment income		(0.09	)		–			(0.09	)		–			(0.10	)		–			(0.10	)		–
Distributions from capital gains		(0.10	)		–			(0.20	)		–			(0.26	)		–			(0.21	)		–
Total from investment operations		(0.19	)		–			(0.29	)		–			(0.36	)		–			(0.31	)		–
Net increase (decrease) in net asset value		0.07			–			(0.02	)		(0.01	)		(0.08	)		(0.02	)		(0.03	)		(0.02	)
Net Asset Value at end of period		$10.07			$10.00			$9.97			$9.99			$9.90			$9.98			$9.95			$9.98
Total Return (%)4		2.61			0.00	5		2.76			(0.10	)5		2.86			(0.20	)5		2.87			(0.20	)5
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)		$53,619			$61,964			$79,007			$82,852			$50,029			$58,903			$20,482			$21,266
Ratios of expenses to average net assets:
Before reimbursement of expenses by Adviser (%)		0.30			0.32	6		0.30			0.32	6		0.30			0.32	6		0.30			0.32	6
After reimbursement of expenses by Adviser (%)		0.30			0.32	6		0.30			0.32	6		0.30			0.32	6		0.30			0.32	6
Ratio of net investment income to average net assets
After reimbursement of expenses by Adviser (%)		1.46			1.82	6		1.49			1.87	6		1.50			1.84	6		1.51			1.72	6
Portfolio turnover (%)9		207			48	5		156			44	5		160			46	5		204			52	5

* The Financial Statements presented herein include the historical operating results of the Hansberger International Series International Growth Fund through July 31, 2014. See Note 1 for a discussion of the Fund’s reorganization.

¹ Effective at the close of business on July 31, 2014, the fiscal year end of the fund changed to October 31. Disclosure represents 10 months of information.

² Net investment income calculated excluding permanent tax adjustments to undistributed net investment income.

³ Per share net investment income has been calculated using the average shares outstanding during the period.

⁴ Total return without applicable sales charge.

⁵ Not annualized.

⁶ Annualized.

⁷ Includes interest expense of 0.02%. Without this expense the ratio of net expenses would have been 0.92%.

⁸ Includes interest expense of 0.01%. Without this expense the ratio of net expenses would have been 0.88%.

⁹ Portfolio turnover is calculated at the fund level and represents the entire fiscal year or period.

¹⁰ Includes interest expense of less than 0.01%.

¹¹ Commenced investment operations August 29, 2014. See Note 1.

See accompanying Notes to Financial Statements.

68

Madison Funds | October 31, 2015

Notes to the Financial Statements

1. ORGANIZATION

Madison Funds, a Delaware business trust (the “Trust”), is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a diversified, open-end, management investment company. As of the date of this report, the Trust offers twenty-five funds (individually, a “Fund,” collectively, the “Funds”). The Government Bond Fund liquidated as of October 15, 2015.

The Declaration of Trust permits the Trustees to issue an unlimited number of shares of beneficial interest of the Trust without par value. The Trust has entered into an Investment Advisory Agreement with Madison Asset Management, LLC (the “Investment Adviser” or “Madison”). The Investment Adviser, in turn, has entered into subadvisory agreements with certain subadvisers (“Subadvisers”) for the management of the investments of the High Income Fund, Small Cap Fund, NorthRoad International Fund, International Stock Fund and Hansberger International Growth Fund.

After approval at a special meeting of shareholders of the Hansberger International Growth Fund (the “Hansberger Fund”) which was held on July 21, 2014, Madison assumed the investment management of the Hansberger Fund and reorganized it into the Madison Funds^® after market close July 31, 2014. In a one-to-one exchange, existing Advisor Class shareholders of the Hansberger Fund became shareholders of Madison Hansberger International Growth Fund (“Acquiring Fund”) Class Y shares, and existing Hansberger Fund Institutional Class shareholders became shareholders of the Acquiring Fund Class I shares. While the Acquiring Fund was the legal survivor of the transaction, the predecessor Hansberger Fund was the accounting survivor of the transaction and therefore the historical performance of the predecessor Hansberger Fund was retained by the Acquiring Fund.

On August 29, 2014, Madison launched four new series of the Trust, the Madison Target Retirement 2020, 2030, 2040 and 2050 Funds, respectively (collectively, the “Target Date Funds”). In exchange for Class R6 shares of each new series of the Trust, substantially all portfolio holdings were received in-kind from the Ultra Series Madison Target Retirement 2020, 2030, 2040 and 2050 Funds. Both the Ultra Series Target Date Funds and the Madison Target Date Funds are managed by Madison under the same portfolio management team.

The accompanying financial statements include the Cash Reserves, Tax-Free Virginia, Tax-Free National, High Quality Bond, Core Bond, Corporate Bond, High Income, Diversified Income, Covered Call & Equity Income, Dividend Income, Large Cap Value, Investors, Large Cap Growth, Mid Cap, Small Cap, NorthRoad International, International Stock and Hansberger International Growth Funds (collectively, the “Core Funds”), the Conservative Allocation, Moderate Allocation, and Aggressive Allocation Funds (collectively, the “Allocation Funds”) and the Madison Target Retirement 2020 Fund, Madison Target Retirement 2030 Fund, Madison Target Retirement 2040 Fund, and Madison Target Retirement 2050 Fund. The Tax-Free Virginia Fund invests solely in securities exempt from both federal and Virginia state income taxes, while the Tax-Free National Fund invests in securities exempt from federal taxes (together, the “Tax-Free Funds”).

The Cash Reserves Fund offers two classes of shares: Class A and B. The High Income, Large Cap Value, Large Cap Growth, Small Cap and International Stock Funds offer three classes of shares: Class A, B and Y. The Diversified Income Fund and Allocation Funds offer three classes of shares: Class A, B and C. The Investors Fund offers three classes of shares: Class A, Y and R6. The Core Bond Fund and Mid Cap Fund offer four classes of shares: Class A, B, Y and R6. The Covered Call & Equity Income Fund offers four classes of shares: Class A, C, Y and R6. The NorthRoad International Fund offers two classes of shares: Class Y and R6. The Tax-Free Virginia, Tax-Free National, High Quality Bond, Corporate Bond and Dividend Income offer one class of shares: Class Y. The Hansberger International Growth Fund offers two classes of shares: Class I and Y.

The Target Date Funds offer one class of shares, Class R6 shares. Each class of shares represents an interest in the assets of the respective Fund and has identical voting, dividend, liquidation and other rights, except that each class of shares bears its own distribution fees and servicing fees, if any, and its proportional share of Fund level expenses, is subject to its own sales charges, if any, and has exclusive voting rights on matters pertaining to Rule 12b-1 of the 1940 Act as it relates to that class and other class-specific matters.

2. SIGNIFICANT ACCOUNTING POLICIES

The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reported period. Actual results could differ from those estimates.

The following is a summary of significant accounting policies consistently followed by each Fund in the preparation of its financial statements.

Portfolio Valuation. Equity securities, including American Depository Receipts (“ADRs”), Global Depositary Receipts (“GDRs”) and exchange-traded funds (“ETFs”) listed on any U.S. or foreign stock exchange or quoted on the National Association of Securities Dealers Automated Quotation System (“NASDAQ”) are valued at the last quoted sale price or official closing price on that exchange or NASDAQ on the valuation day (provided that, for securities traded on NASDAQ, the Funds utilize the NASDAQ Official Closing Price (“NOCP”). If no sale occurs, equities traded on a U.S. exchange, foreign exchange or on NASDAQ are valued at the bid price. Debt securities purchased (other than short-term obligations) with a remaining maturity of 61 days or more are valued on the basis of last available bid prices or current market quotations provided by dealers or pricing services approved by the Trust. In determining the value of a particular investment, pricing services may use certain information with respect to transactions in such investments, quotations from dealers, pricing matrixes, market transactions in comparable investments, various relationships observed in the market between investments and calculated yield measurements based on valuation technology commonly employed in the market for such investments.

Municipal debt securities are traded via a network of dealers and brokers that connects buyers and sellers. Liquidity in the tax-exempt market has been reduced as a result of overall economic conditions and credit tightening. There may be little trading in the secondary market for particular bonds and other debt securities, making them more difficult to value or sell. Asset-backed and mortgage-backed securities are valued by independent pricing services using models that consider estimated cash flows of each tranche of the security, establish a benchmark yield and develop an estimated tranche specific spread to the benchmark yield based on the unique attributes of the tranche.

Investments in shares of open-end mutual funds, including money market funds, are valued at their daily net asset value (“NAV”) which is calculated as of the close of regular trading on the New York Stock Exchange (the “NYSE”) usually 4:00 p.m. Eastern Standard Time) on each day on which the NYSE is open for business. NAV per share is determined by dividing each Fund’s total net assets by the number of shares of such Fund outstanding at the time of calculation. Because the assets of each Allocation and Target Date Fund consist primarily of shares of other registered investment companies (the “Underlying Funds”), the NAV of each Fund is determined based on the NAV’s of the Underlying Funds. Total net assets are determined by adding the total current value of portfolio securities, cash, receivables, and other assets and subtracting liabilities. Short-term instruments having maturities of 60 days or less and all securities in the Cash Reserves Fund are valued on an amortized cost basis, which approximates market value.

69

Madison Funds | Notes to the Financial Statements - continued | October 31, 2015

Over-the-counter securities not listed or traded on NASDAQ are valued at the last sale price on the valuation day. If no sale occurs on the valuation day, an over-the-counter security is valued at the last bid price. Exchange-traded options are valued at the mean of the best bid and ask prices across all option exchanges. Financial futures contracts generally are valued at the settlement price established by the exchange(s) on which the contracts are primarily traded. Spot and forward foreign currency exchange contracts are valued based on quotations supplied by dealers in such contracts. Overnight repurchase agreements are valued at cost, and term repurchase agreements (i.e., those whose maturity exceeds seven days), swaps, caps, collars and floors, if any, are valued at the average of the closing bids obtained daily from at least one dealer.

Through the end of this reporting period, the value of all assets and liabilities expressed in foreign currencies was converted into U.S. dollar values using the then-current exchange rate at the close of regular trading on the NYSE.

All other securities for which either quotations are not readily available, no other sales have occurred, or in the Investment Adviser’s opinion, do not reflect the current market value, are appraised at their fair values as determined in good faith by the Committee and under the general supervision of the Board of Trustees. When fair value pricing of securities is employed, the prices of securities used by the Funds to calculate NAV may differ from market quotations or NOCP. Because the Allocation and Target Date Funds primarily invest in Underlying Funds, government securities and short-term paper, it is not anticipated that the Investment Adviser will need to “fair value” any of the investments of these Funds. However, an Underlying Fund may need to “fair value” one or more of its investments, which may, in turn, require an Allocation or Target Date Fund to do the same because of delays in obtaining the Underlying Fund’s NAV.

A Fund’s investments (or Underlying Fund) will be valued at fair value if, in the judgment of the Committee, an event impacting the value of an investment occurred between the closing time of a security’s primary market or exchange (for example, a foreign exchange or market) and the time the Fund’s share price is calculated as of the close of regular trading on the NYSE. Significant events may include, but are not limited to, the following: (1) significant fluctuations in domestic markets, foreign markets or foreign currencies; (2) occurrences not directly tied to the securities markets such as natural disasters, armed conflicts or Significant government actions; and (3) major announcements affecting a single issuer or an entire market or market sector. In responding to a significant event, the Committee would determine the fair value of affected securities considering factors including, but not limited to: fundamental analytical data relating to the investment; the nature and duration of any restrictions on the disposition of the investment; and the forces influencing the market(s) in which the investment is purchased or sold. The Committee may rely on an independent fair valuation service to adjust the valuations of foreign equity securities based on specific market-movement parameters established by the Committee and approved by the Trust.

Security Transactions and Investment Income. Security transactions are accounted for on a trade date basis. Net realized gains or losses on sales are determined by the identified cost method. Interest income is recorded on an accrual basis. Dividend income is recorded on ex-dividend date, except that certain dividends from foreign securities may be recorded after the ex-dividend date based on when the Fund is informed of the dividend. Interest income is recorded on an accrual basis and is increased by the accretion of discount and decreased by the amortization of premium, unless collection of the income is unlikely to occur. Amortization and accretion are recorded on the effective yield method.

Expenses. Expenses that are directly related to one Fund are charged directly to that Fund. Other operating expenses are prorated to the Funds on the basis of relative net assets. Class-specific expenses are borne by that class.

Classes. Income and realized and unrealized gains/losses are allocated to the respective classes on the basis of relative net assets.

Repurchase Agreements. Each Fund may engage in repurchase agreements. In a repurchase agreement, a security is purchased for a relatively short period (usually not more than seven days) subject to the obligation to sell it back to the issuer at a fixed time and price plus accrued interest. The Funds will enter into repurchase agreements only with members of the Federal Reserve System and with “primary dealers” in U.S. Government securities. As of October 31, 2015, none of the Funds held open repurchase agreements.

The Trust has established a procedure providing that the securities serving as collateral for each repurchase agreement must be delivered to the Funds’ custodian either physically or in book-entry form and that the collateral must be marked to market daily to ensure that each repurchase agreement is fully collateralized at all times. In the event of bankruptcy or other default by a seller of a repurchase agreement, a Fund could experience one of the following: delays in liquidating the underlying securities during the period in which the Fund seeks to enforce its rights thereto, possible decreased levels of income, declines in value of the underlying securities, or lack of access to income during this period and the expense of enforcing its rights.

Foreign Currency Transactions. The Trust’s books and records are maintained in U.S. dollars. Foreign currency-denominated transactions (i.e., market value of investment securities, assets and liabilities, purchases and sales of investment securities, and income and expenses) are translated into U.S. dollars at the current rate of exchange. The Funds enter into contracts on the trade date to settle any securities transactions denominated in foreign currencies on behalf of the Funds at the spot rate at settlement.

Each Fund, except the Cash Reserves Fund and the Tax-Free Funds, which can only invest in U.S. dollar-denominated foreign money market securities, reports certain foreign currency-related transactions as components of realized gains or losses for financial reporting purposes, whereas such components are treated as ordinary income for federal income tax purposes. Realized gains or losses associated with currency transactions are included in the Statements of Operations under the heading “Net realized gain (loss) on investments.” The NorthRoad International, Small Cap, International Stock and Hansberger International Growth Funds had net realized losses of $17,521, $846, $13,366 and $121,213, related to foreign currency transactions, respectively.

The Funds do not isolate the portion of gains and losses on investments in securities that is due to changes in the foreign exchange rates from that which is due to change in market prices of securities. Such amounts are categorized as gain or loss on investments for financial reporting purposes.

Forward Foreign Currency Exchange Contracts. Each Fund, except the Cash Reserves Fund and the Tax-Free Funds, may purchase and sell forward foreign currency exchange contracts for defensive or hedging purposes. When entering into forward foreign currency exchange contracts, the Funds agree to receive or deliver a fixed quantity of foreign currency for an agreed-upon price on an agreed future date. These contracts are valued daily. The Funds’ net assets reflect unrealized gains or losses on the contracts as measured by the difference between the forward foreign currency exchange rates at the dates of entry into the contracts and the forward rates at the reporting date. The Funds realize a gain or a loss at the time the forward foreign currency exchange contracts are settled or closed out with an offsetting contract. Contracts are traded over-the-counter directly with a counterparty. Realized and unrealized gains and losses are included in the Statements of Operations. As of October 31, 2015, none of the Funds had open forward foreign currency exchange contracts.

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Madison Funds | Notes to the Financial Statements - continued | October 31, 2015

If a Fund enters into a forward foreign currency exchange contract to buy foreign currency for any purpose, the Fund will be required to place cash or other liquid assets in a segregated account with the Fund’s custodian in an amount equal to the value of the Fund’s total assets committed to the consummation of the forward contract. If the value of the securities in the segregated account declines, additional cash or securities will be placed in the segregated account so that the value of the account will equal the amount of the Fund’s commitment with respect to the contract.

Cash Concentration. At times, the Funds maintain cash balances at financial institutions in excess of federally insured limits. The Funds monitor this credit risk and have not experienced any losses related to this risk.

Illiquid Securities. Each Fund currently limits investments in illiquid securities to 15% of net assets at the time of purchase, except for Cash Reserves Fund, which limits the investment in illiquid securities to 5% of net assets. An illiquid security is generally defined as any investment that may be difficult to sell within seven days for the price at which the Fund values it. At October 31, 2015, investments in securities of the Core Bond, High Income and Diversified Income Funds included issues that are illiquid. As of that date, the aggregate values of illiquid securities held by the Core Bond, High Income and Diversified Income Funds were $1,013,933, $640,500 and $1,013,933, respectively, which represent 0.45%, 2.51% and 0.69% of net assets, respectively. Pursuant to guidelines adopted by the Board of Trustees, certain unregistered securities are determined to be liquid and are not included within the percent limitations specified above. Information concerning the illiquid securities held at October 31, 2015, which includes cost and acquisition date, is as follows:

Security	Acquisition Date	Acquisition Cost
Core Bond Fund
AARP, Inc.	5/16/02	$782,994
		$782,994
High Income Fund
Brand Energy & Infrastructure Services Inc.	11/22/13	$250,000
Casella Waste Systems Inc	9/12/14	202,214
Exterran Partners L.P. / EXLP Finance Corp.	3/31/14	246,531
		$698,745
Diversified Income Fund
AARP, Inc.	5/16/02	$782,994
		$782,994

Delayed Delivery Securities. Each Fund may purchase securities on a when-issued or delayed delivery basis. “When-issued” refers to securities whose terms are available and for which a market exists, but that have not been issued. For when- issued or delayed delivery transactions, no payment is made until delivery date, which is typically longer than the normal course of settlement. When a Fund enters into an agreement to purchase securities on a when-issued or delayed delivery basis, the Fund segregates cash or other liquid securities, of any type or maturity, equal in value to the Fund’s commitment. Losses may arise due to changes in the market value of the underlying securities, if the counterparty does not perform under the contract, or if the issuer does not issue the securities due to political, economic or other factors. As of October 31, 2015, none of the Funds had entered into such transactions.

Indemnifications. Under the Funds’ organizational documents, the Funds’ officers and Trustees are indemnified against certain liabilities arising out of the performance of their duties to the Funds. In the normal course of business, the Funds enter into contracts that contain a variety of representations and provide general indemnifications. The Funds’ maximum liability exposure under these arrangements is unknown, as future claims that have not yet occurred may be made against the Funds. However, based on experience, management expects the risk of loss to be remote.

Fair Value Measurements. Each Fund has adopted Financial Accounting Standards Board (the “FASB”) guidance on fair value measurements. Fair value is defined as the price that each fund would receive upon selling an investment in a timely transaction to an independent buyer in the principal or most advantageous market of the investment. A three-tier hierarchy is used to maximize the use of observable market data “inputs” and minimize the use of unobservable “inputs” and to establish classification of fair value measurements for disclosure purposes. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk (for example, the risk inherent in a particular valuation technique used to measure fair value including such a pricing model and/or the risk inherent in the inputs used in the valuation technique). Inputs may be observable or unobservable.

Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs are inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The three-tier hierarchy of inputs is summarized in the three broad Levels listed below:

Level 1 - unadjusted quoted prices in active markets for identical investments

Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rate volatilities, prepayment speeds, credit risk, benchmark yields, transactions, bids, offers, new issues, spreads, and other relationships observed in the markets among comparable securities, underlying equity of the issuer; and proprietary pricing models such as yield measures calculated using factors such as cash flows, financial or collateral performance, and other reference data, etc.)

Level 3 - significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments)

The valuation techniques used by the Funds to measure fair value for the year ended October 31, 2015, maximized the use of observable inputs and minimized the use of unobservable inputs. The Funds utilized the following fair value techniques: multi-dimensional relational pricing model and option adjusted spread pricing; the Funds estimated the price that would have prevailed in a liquid market for an international equity security given information available at the time of valuation. As of October 31, 2015, none of the Funds held securities deemed as a Level 3, and there were no transfers between classification levels.

The following is a summary of the inputs used as of October 31, 2015, in valuing the Funds’ investments carried at fair value (please see the Portfolio of Investments for each Fund for a listing of all securities within each category):

	Quoted Prices In		Significant
	Active Markets		Other		Significant
	for Identical		Observable		Unobservable
	Investments		Inputs		Inputs		Value at
Fund1	(Level 1)		(Level 2)		(Level 3)		10/31/15
Conservative Allocation	$	75,739,893	$	–	$	–	$	75,739,893
Moderate Allocation		145,993,678		–		–		145,993,678
Aggressive Allocation		61,858,025		–		–		61,858,025
Cash Reserves2		803,124		17,932,797		–		18,735,921
Tax-Free Virginia
Municipal Bonds		–		22,165,852		–		22,165,852
Tax-Free National
Municipal Bonds		–		27,184,613		–		27,184,613
High Quality Bond
Corporate Notes and Bonds		–		37,924,632		–		37,924,632
U.S. Government and Agency
Obligations		–		61,334,391		–		61,334,391
Short-Term Investments		2,326,519		–		–		2,326,519
		2,326,519		99,259,023		–		101,585,542

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Madison Funds | Notes to the Financial Statements - continued | October 31, 2015

	Quoted Prices In		Significant
	Active Markets		Other		Significant
	for Identical		Observable		Unobservable
	Investments		Inputs		Inputs		Value at
Fund 1	(Level 1)		(Level 2)		(Level 3)		10/31/15
Core Bond
Asset Backed Securities	$	–	$	9,035,594	$	–	$	9,035,594
Collateralized Mortgage
Obligations		–		2,419,856		–		2,419,856
Commercial Mortgage-Backed
Securities		–		4,406,085		–		4,406,085
Corporate Notes and Bonds		–		71,680,435		–		71,680,435
Long Term Municipal Bonds		–		21,161,790		–		21,161,790
Mortgage Backed Securities		–		46,208,097		–		46,208,097
Put Options Purchased		28,515		–		–		28,515
U.S. Government and Agency
Obligations		–		59,571,839		–		59,571,839
Short-Term Investments		6,554,356		–		–		6,554,356
		6,582,871		214,483,696		–		221,066,567
Liabilities:
Options Written		20,313		–		–		20,313
Corporate Bond
Corporate Notes and Bonds		–		21,043,365		–		21,043,365
Long Term Municipal Bonds		–		1,784,602		–		1,784,602
Short-Term Investments		585,487		–		–		585,487
		585,487		22,827,967		–		23,413,454
High Income
Corporate Notes and Bonds		–		23,925,072		–		23,925,072
Short-Term Investments		981,190		–		–		981,190
		981,190		23,925,072		–		24,906,262
Diversified Income
Common Stocks		79,694,369		–		–		79,694,369
Asset Backed Securities		–		1,750,283		–		1,750,283
Commercial Mortgage-Backed
Securities		–		971,332		–		971,332
Corporate Notes and Bonds		–		22,990,270		–		22,990,270
Long Term Municipal Bonds		–		2,393,261		–		2,393,261
Mortgage Backed Securities		–		13,282,399		–		13,282,399
U.S. Government and Agency
Obligations		–		20,294,794		–		20,294,794
Short-Term Investments		5,091,894		–		–		5,091,894
		84,786,263		61,682,339		–		146,468,602
Covered Call & Equity Income
Assets:						–
Common Stocks		68,443,868		–		–		68,443,868
Exchange Traded Funds		8,298,548		–		–		8,298,548
Put Options Purchased		208,975		–		–		208,975
U.S. Government and Agency
Obligations		–		5,998,512		–		5,998,512
Short-Term Investments		9,112,595		–		–		9,112,595
		86,063,986		5,998,512		–		92,062,498
Liabilities:
Options Written		3,213,647		–		–		3,213,647
Dividend Income
Common Stocks		20,366,941		–		–		20,366,941
Short-Term Investments		540,277		–		–		540,277
		20,907,218		–		–		20,907,218
Large Cap Value
Common Stocks		159,028,315		–		–		159,028,315
Short-Term Investments		18,244,271		–		–		18,244,271
		177,272,586		–		–		177,272,586
Investors
Common Stocks		110,374,878		–		–		110,374,878
Short-Term Investments		8,136,685		–		–		8,136,685
		118,511,563		–		–		118,511,563
Large Cap Growth
Common Stocks		166,372,276		–		–		166,372,276
Short-Term Investments		6,775,655		–		–		6,775,655
		173,147,931		–		–		173,147,931
Mid Cap
Common Stocks		247,269,059		–		–		247,269,059
Short-Term Investments		18,829,399		–		–		18,829,399
		266,098,458		–		–		266,098,458
Small Cap
Common Stocks		81,423,499		3,079,899		–		84,503,398
Short-Term Investments		2,153,223		–		–		2,153,223
		83,576,722		3,079,899		–		86,656,621
NorthRoad International
Common Stocks
Australia		800,214		–		–		800,214
Brazil		–		774,977		–		774,977
Denmark		–		1,971,264		–		1,971,264
France		4,551,427		2,704,300		–		7,255,727
Germany		1,336,417		–		–		1,336,417
Ireland		938,886		–		–		938,886
Israel		834,520		–		–		834,520
Japan		2,343,154		1,834,097		–		4,177,251
Netherlands		1,889,207		1,091,015		–		2,980,222
Singapore		–		759,447		–		759,447
South Korea		–		1,031,390		–		1,031,390
Sweden		1,134,447		–		–		1,134,447
Switzerland		7,215,607		–		–		7,215,607
United Kingdom		6,370,383		5,487,132		–		11,857,515
Preferred Stocks		–		8,652		–		8,652
Short-Term Investments		1,232,870		–		–		1,232,870
		28,647,132		15,662,274		–		44,309,406
International Stock
Common Stocks
Australia		–		820,226		–		820,226
Austria		–		260,051		–		260,051
Belgium		–		1,526,545		–		1,526,545
Brazil		–		282,792		–		282,792
Canada		–		1,105,336		–		1,105,336
Denmark		–		381,834		–		381,834
Finland		–		738,339		–		738,339
France		–		3,449,215		–		3,449,215
Germany		–		1,085,460		–		1,085,460
Ireland		341,534		1,260,965		–		1,602,499
Israel		814,158		–		–		814,158
Italy		–		798,245		–		798,245
Japan		–		7,270,966		–		7,270,966
Luxembourg		–		285,066		–		285,066
Netherlands		–		1,095,295		–		1,095,295
Norway		–		526,004		–		526,004
Philippines		–		337,297		–		337,297
Spain		–		402,549		–		402,549
Sweden		–		1,495,834		–		1,495,834
Switzerland		–		2,735,403		–		2,735,403
Taiwan		625,860		–		–		625,860
Thailand		–		215,147		–		215,147
Turkey		–		366,314		–		366,314
United Kingdom		545,397		7,673,722		–		8,219,119
Short-Term Investments		1,543,236		–		–		1,543,236
		3,870,185		34,112,605		–		37,982,790

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Madison Funds | Notes to the Financial Statements - continued | October 31, 2015

	Quoted Prices In		Significant
	Active Markets		Other		Significant
	for Identical		Observable		Unobservable
	Investments		Inputs		Inputs		Value at
Fund1	(Level 1)		(Level 2)		(Level 3)		10/31/15
Hansberger International
Growth
Common Stocks
Canada	$	–	$	1,905,819	$	–	$	1,905,819
China		922,130		3,931,113		–		4,853,243
Denmark		–		499,277		–		499,277
France		–		2,499,290		–		2,499,290
Germany		–		2,404,947		–		2,404,947
Hong Kong		–		943,764		–		943,764
India		1,460,058		425,123		–		1,885,181
Indonesia		–		451,507				451,507
Ireland		–		775,226		–		775,226
Japan		–		6,944,873		–		6,944,873
Mexico		–		1,077,407		–		1,077,407
Netherlands		1,396,079		–		–		1,396,079
Norway		–		340,154		–		340,154
Singapore		–		669,749		–		669,749
South Korea		–		1,420,094		–		1,420,094
Spain		–		385,316		–		385,316
Sweden		–		622,909		–		622,909
Switzerland		–		3,475,653		–		3,475,653
United Kingdom		–		4,878,044		–		4,878,044
Short-Term Investments		388,902		–		–		388,902
		4,167,169		33,650,265		–		37,817,434
Target Retirement 2020		53,646,731		–		–		53,646,731
Target Retirement 2030		79,098,438		–		–		79,098,438
Target Retirement 2040		50,216,460		–		–		50,216,460
Target Retirement 2050		20,809,983		–		–		20,809,983

¹See respective portfolio of investments for underlying holdings in each Fund. For additional information on the underlying funds held in the Allocation and Target Date Funds, including shareholder prospectuses and financial reports, please visit each underlying fund’s website or visit the Securities and Exchange Commission’s website at http://www.sec.gov.

²At October 31, 2015, all Level 2 securities held are U.S. Government and Agency Obligations. See respective Portfolio of Investments.

Derivatives: The FASB issued guidance intended to enhance financial statement disclosure for derivative instruments and hedging activities and enable investors to understand: a) how and why a Fund uses derivative investments, b) how derivative instruments and related hedge fund items are accounted for, and c) how derivative instruments and related hedge fund items affect a Fund’s financial position, results of operations and cash flows.

The following table presents the types of derivatives in the Core Bond and Covered Call & Equity Income Fund by location as presented on the Statement of Assets and Liabilities as of October 31, 2015.

	Statement of Asset & Liability Presentation of Fair Values of Derivative Instruments
		Asset Derivatives			Liability Derivatives
	Derivatives	Statement of			Statement of
	accounted	Assets and			Assets and
	for as hedging	Liabilities			Liabilities
Fund	instruments	Location	Fair Value		Location	Fair Value
Core Bond	Equity contracts	Options purchased	$	28,515	Options written	$	20,313
	Interest rate
	contracts,	Variation margin
	Futures	receivable		615
Covered Call &
Equity Income	Equity contracts	Options purchased		208,975	Options written		3,213,647

The following table presents the effect of Derivative Instruments on the Statement of Operations for the year ended October 31, 2015:

	Derivatives not accounted	Realized Gain		Change in Unrealized
Fund	for as hedging Instruments	on Derivatives:		Depreciation on Derivatives
Core Bond	Equity contracts	$   148,353		$    (11,088	)
	Interest rate contracts, Futures	(332	)	610
Covered Call &
Equity Income	Equity contracts	3,475,627		(1,930,590	)

Management has determined that there is no impact on the financial statements of the other Funds held in the Trust as they currently do not hold derivative financial instruments.

3. ADVISORY, ADMINISTRATION AND DISTRIBUTION AGREEMENTS

Advisory Agreement. For its investment advisory services to the Funds, the Investment Adviser is entitled to receive a fee, which is computed daily and paid monthly, at an annualized percentage rate of the average daily value of the net assets of each Fund as follows as of October 31, 2015:

Fund	Advisory Fee
Conservative Allocation		0.20%
Moderate Allocation		0.20%
Aggressive Allocation		0.20%
Cash Reserves		0.40%
Tax-Free Virginia		0.50%
Tax-Free National		0.50%
High Quality Bond		0.30%
Core Bond		0.50%
Corporate Bond		0.40%
High Income		0.55%
Diversified Income		0.65%
Covered Call & Equity Income		0.85%
Dividend Income		0.75%
Large Cap Value		0.55%
Investors		0.75%
Large Cap Growth		0.75%
Mid Cap		0.75%
Small Cap		1.00%
NorthRoad International		0.80%
International Stock		1.05%
Hansberger International Growth		0.75%
Madison Target Retirement 2020		0.25%
Madison Target Retirement 2030		0.25%
Madison Target Retirement 2040		0.25%
Madison Target Retirement 2050		0.25%

The Cash Reserves, Core Bond, High Income, Diversified Income, Large Cap Value, Large Cap Growth, Mid Cap, Small Cap and International Stock Funds’ advisory fee will be reduced by 0.05% on assets exceeding $500 million, and by another 0.05% on assets exceeding $1 billion. The Investors Fund advisory fee is 0.75% on the first $100 million of assets, and 0.60% on assets in excess of $100 million. The Investment Adviser is solely responsible for the payment of all fees to the Subadvisers. The Subadvisers for the Funds at October 31, 2015, are Shenkman Capital Management, Inc. for the High Income Fund, Wellington Management Company, LLP for the Small Cap Fund, NorthRoad Capital Management, LLC for the NorthRoad International Fund, Lazard Asset Management LLC for the International Stock Fund and Hansberger Growth Investors, LP for the Hansberger International Growth Fund.

The Investment Adviser may, from time to time, contractually or voluntarily agree to waive a portion of its fees or expenses related to the Funds. In that regard, the Investment Adviser has contractually agreed to waive a portion of advisory fees on the Cash Reserves Fund Class A Shares and Class B Shares until February 28, 2016, for the purpose of maintaining a one-day yield of zero. The amount of the daily waiver was equal to the amount required to maintain a minimum daily distribution rate of zero. For the year ended October 31, 2015, the waivers totaled $80,445 for Class A Shares and $986 for Class B Shares and are reflected as fees waived in the accompanying Statement of Operations. A portion of the Dividend Income Fund’s advisory fee, 0.10%, is being waived by the Investment Adviser until February 28, 2016. For the year ended October 31, 2015, the waiver totaled $21,173 for Divided Income and is reflected as fees waived in the accompanying Statement of Operations. The Investment Adviser does not have the right to recoup these waived fees.

73

Madison Funds | Notes to the Financial Statements - continued | October 31, 2015

Administrative Services Agreement. The Investment Adviser provides or arranges for each Fund to have all of the necessary operational and support services it needs for a fee. These fees are computed daily and paid monthly, at an annualized percentage rate of the average daily value of the net assets of each Fund as follows:

Fund

Class A

Class B

Class C

Class Y

Class R6

Class I

Conservative Allocation

0.25%

0.25%

0.25%

N/A

N/A

N/A

Moderate Allocation

0.25%

0.25%

0.25%

N/A

N/A

N/A

Aggressive Allocation

0.25%

0.25%

0.25%

N/A

N/A

N/A

Cash Reserves

0.15%

0.15%

N/A

N/A

N/A

N/A

Tax-Free Virginia

N/A

N/A

N/A

0.35%

N/A

N/A

Tax-Free National

N/A

N/A

N/A

0.35%

N/A

N/A

High Quality Bond

N/A

N/A

N/A

0.19%

N/A

N/A

Core Bond

0.15%

0.15%

N/A

0.15%

0.02%

N/A

Corporate Bond

N/A

N/A

N/A

0.25%

N/A

N/A

High Income

0.20%

0.20%

N/A

0.20%

N/A

N/A

Diversified Income

0.20%

0.20%

0.20%

N/A

N/A

N/A

Covered Call & Equity Income

0.15%

N/A

0.15%

0.15%

0.02%

N/A

Dividend Income

N/A

N/A

N/A

0.35%

N/A

N/A

Large Cap Value

0.36%

0.36%

N/A

0.36%

N/A

N/A

Investors

0.35%

N/A

N/A

0.35%

0.02%

N/A

Large Cap Growth

0.20%

0.20%

N/A

0.20%

N/A

N/A

Mid Cap

0.40%

0.40%

N/A

0.40%

0.02%

N/A

Small Cap

0.25%

0.25%

N/A

0.25%

N/A

N/A

NorthRoad International

N/A

N/A

N/A

0.35%

0.02%

N/A

International Stock

0.30%

0.30%

N/A

0.30%

N/A

N/A

Hansberger International Growth

N/A

N/A

N/A

0.40%

N/A

0.25%

Target Retirement 2020

N/A

N/A

N/A

N/A

0.05%

N/A

Target Retirement 2030

N/A

N/A

N/A

N/A

0.05%

N/A

Target Retirement 2040

N/A

N/A

N/A

N/A

0.05%

N/A

Target Retirement 2050

N/A

N/A

N/A

N/A

0.05%

N/A

The direct expenses of the Funds’ Independent Trustees and independent auditors are paid out of this fee on behalf of the Funds.

The Investment Adviser may from time to time contractually or voluntarily agree to waive a portion of its fees or expenses related to the Funds. In that regard, the Investment Adviser waived a portion of service agreement fees on the Cash Reserves Fund Class A Shares and Class B Shares until at least February 28, 2016, for the purpose of maintaining a one-day yield of zero. The amount of the daily waiver is equal to the amount required to maintain a minimum daily distribution rate of zero. A portion of the Dividend Income and Investors Funds’ annual service fee, 0.05% and up to 0.15%, respectively, is being waived by the Investment Adviser until February 28, 2016. The waived amounts for the Cash Reserves, Dividend Income and Investors Funds are reflected as fees waived in the accompanying Statement of Operations. For the year ended October 31, 2015, the waivers were as follows:

Waived Fees or Expenses*
Fund	Class A	Class B		Class Y	Total Waivers
Cash Reserves	$12,944	$351	$	–	$ 13,295
Dividend Income	–	–		10,586	10,586
Investors	2,365	–		161,273	163,638

* The Investment Adviser does not have the right to recoup any of these waived fees.

Shareholder Servicing and Distribution (Rule 12b-1). Madison Funds has adopted, on behalf of certain funds and share classes, distribution and/or service plans pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended (the “1940 Act”). These plans permit the funds to pay for distribution of their shares and servicing of their shareholders out of fund assets; therefore, the cost of these plans is indirectly borne by all shareholders who own shares of the affected funds and share classes. These plans are described below.

Shareholder Servicing Fees (Class A, B and C shares). Service plans have been adopted pursuant to Rule 12b-1 under the 1940 Act for Class A, B and C shares of each of the funds, other than the Cash Reserves Fund. Under the terms of these plans, each fund pays MFD Distributor, LLC (“MFD”) a service fee equal to 0.25% of the average daily net assets attributable to each class of shares of that fund. The service fee is used by MFD to offset costs of servicing shareholder accounts or to compensate other qualified broker/dealers who sell shares of the funds pursuant to agreements with MFD for their costs of servicing shareholder accounts. MFD may retain any portion of the service fee for which there is no broker/dealer of record as partial consideration for its services with respect to shareholder accounts.

Distribution Fees (Class B and C shares only). Distribution plans have been adopted pursuant to Rule 12b-1 under 1940 Act for Class B and C shares of each of the funds. Under the terms of each plan, each fund pays its principal distributor, MFD, a fee equal to 0.75% of the average daily net assets attributable to Class B and C shares of that fund. MFD may use this fee to cover its distribution-related expenses (including commissions paid to broker/dealers for selling Class B and C shares) or distribution-related expenses of dealers. This fee increases the cost of investment in the Class B and C shares of a fund and, over time, may cost more than paying the initial sales charge for Class A shares.

The Shareholder Servicing & Distribution Fees are computed daily and paid monthly, at an annualized percentage rate of the average daily value of the net assets of each Fund as follows:

						Total Shareholder Servicing
						and Distribution Fees
	Shareholder Servicing Fee			Distribution Fee		(Rule 12b-1)
Fund	Class A	Class B	Class C	Class B	Class C	Class A	Class B	Class C
Conservative Allocation	0.25%	0.25%	0.25%	0.75%	0.75%	0.25%	1.00%	1.00%
Moderate Allocation	0.25%	0.25%	0.25%	0.75%	0.75%	0.25%	1.00%	1.00%
Aggressive Allocation	0.25%	0.25%	0.25%	0.75%	0.75%	0.25%	1.00%	1.00%
Cash Reserves	N/A	N/A	N/A	0.75%	N/A	N/A	0.75%	N/A
Tax-Free Virginia	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Tax-Free National	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A
High Quality Bond	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Core Bond	0.25%	0.25%	N/A	0.75%	N/A	0.25%	1.00%	N/A
Corporate Bond	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A
High Income	0.25%	0.25%	N/A	0.75%	N/A	0.25%	1.00%	N/A
Diversified Income	0.25%	0.25%	0.25%	0.75%	0.75%	0.25%	1.00%	1.00%
Covered Call &
Equity Income	0.25%	N/A	0.25%	N/A	0.75%	0.25%	N/A	1.00%
Dividend Income	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Large Cap Value	0.25%	0.25%	N/A	0.75%	N/A	0.25%	1.00%	N/A
Investors	0.25%	N/A	N/A	N/A	N/A	0.25%	N/A	N/A
Large Cap Growth	0.25%	0.25%	N/A	0.75%	N/A	0.25%	1.00%	N/A
Mid Cap	0.25%	0.25%	N/A	0.75%	N/A	0.25%	1.00%	N/A
Small Cap	0.25%	0.25%	N/A	0.75%	N/A	0.25%	1.00%	N/A
NorthRoad International	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A
International Stock	0.25%	0.25%	N/A	0.75%	N/A	0.25%	1.00%	N/A
Hansberger International
Growth	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Target Retirement 2020	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Target Retirement 2030	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Target Retirement 2040	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Target Retirement 2050	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A

MFD may from time to time voluntarily agree to waive a portion of its fees or expenses related to the Funds. In that regard, MFD waived a portion of 12b-1 fees on the Cash Reserves Fund Class B Shares for the purpose of maintaining a one-day yield of zero. The amount of the daily waiver is equal to the amount required to maintain a minimum daily distribution rate of zero. For the year ended October 31, 2015, the waivers totaled $2,154 and are reflected as fees waived in the accompanying Statement of Operations. MFD does not have the right to recoup these waived fees.

Front-end sales charges and contingent deferred sales charges (“CDSC”) do not represent expenses of the Funds. Rather, they are deducted from the proceeds of sales of Fund shares prior to investment (Class A shares) or from redemption proceeds prior to remittance (Class A, B and C shares), as applicable. MFD, in turn,

74

Madison Funds | Notes to the Financial Statements - continued | October 31, 2015

uses a portion of these fees to pay financial advisors who sell Fund shares, as disclosed in the prospectus. The sales charges and CDSC collected and retained for the period November 1, 2014 through October 31, 2015, were as follows:

	Amount Collected						Amount Retained
Fund	Class A		Class B		Class C		Class A		Class B		Class C
Conservative Allocation	$	192,924	$	21,514	$	3,076	$	25,483	$	21,514	$	3,076
Moderate Allocation		244,523		36,356		531		30,253		36,356		531
Aggressive Allocation		110,153		9,011		240		12,321		9,011		240
Cash Reserves		–		3,748		–		–		3,748		–
Core Bond		64,318		3,940		–		9,327		3,940		–
High Income		25,099		4,110		–		3,479		4,110		–
Diversified Income		422,136		17,498		2,829		58,984		17,498		2,829
Covered Call &
Equity Income		168,189		–		2,090		22,849		–		2,090
Large Cap Value		67,975		4,157		–		8,754		4,157		–
Investors		21,538		–		–		3,082		–		–
Large Cap Growth		51,015		2,117		–		6,234		2,117		–
Mid Cap		42,024		3,448		–		4,919		3,448		–
Small Cap		5,652		474		–		427		474		–
International Stock		34,311		1,277		–		4,491		1,277		–

Other Expenses. In addition to the fees described above, the Trust is responsible for brokerage commissions and other expenses incurred in connection with the acquisition or disposition of investments, costs of borrowing money, overdrafts and any potential taxes owed and extraordinary expenses as approved by a majority of independent trustees.

Officers and Trustees. Certain officers and trustees of the Funds are also officers of the Investment Adviser. The Funds do not compensate their officers or affiliated trustees. Independent Trustees are compensated. Fees paid to the Trustees reduce the fees paid to the Investment Adviser pursuant to the Administrative Services Agreement as described above.

4. DIVIDENDS FROM NET INCOME AND DISTRIBUTIONS OF CAPITAL GAINS

With respect to dividends from net investment income, the Cash Reserves Fund declares dividends, if any, daily and reinvests monthly. The Tax-Free, Core Bond, Corporate Bond, High Income and Diversified Income Funds declare and reinvest dividends, if any, monthly. The Conservative Allocation, High Quality, Dividend Income and Covered Call & Equity Income Funds declare and reinvest dividends, if any, quarterly. The Moderate Allocation, Aggressive Allocation, Large Cap Value, Investors, Large Cap Growth, Mid Cap, Small Cap, NorthRoad International, International Stock, Hansberger International Growth and the Target Date Funds declare and reinvest dividends, if any, annually. The Funds distribute net realized gains from investment transactions, if any, to shareholders annually.

Income and capital gain distributions, if any, are determined in accordance with federal income tax regulations, which may differ from accounting principles generally accepted in the United States of America. Taxable distributions from income and realized capital gains in the Funds differ from book amounts earned during the period due to differences in the timing of capital gains recognition, and due to the reclassification of certain gains or losses from capital to income. Dividends from net investment income are determined on a class level. Capital gains are determined on a fund level.

5. SECURITIES TRANSACTIONS

For the year ended October 31, 2015, aggregate cost of purchases and proceeds from sales of securities, other than short-term investment, were as follows:

	U.S. Government Securities				Other Investment Securities
Fund	Purchases		Sales		Purchases		Sales
Conservative Allocation	$	–	$	–	$	64,178,267	$	62,791,308
Moderate Allocation		–		–		120,703,704		123,494,266
Aggressive Allocation		–		–		45,736,817		43,862,038
Tax-Free Virginia		–		–		2,599,646		2,753,251
Tax-Free National		–		–		4,210,541		4,861,767
High Quality Bond		21,992,684		28,397,449		13,133,042		16,434,195
Core Bond		37,710,306		56,017,113		87,424,866		68,591,488
Corporate Bond		–		–		9,646,776		12,577,970
High Income		–		–		7,481,826		10,825,720
Diversified Income		9,202,236		9,547,967		27,988,548		24,945,274
Covered Call & Equity Income		–		–		94,929,988		61,538,867
Dividend Income		–		–		4,924,985		5,436,251
Large Cap Value		–		–		181,599,740		219,454,159
Investors		–		–		42,458,575		96,949,654
Large Cap Growth		–		–		86,745,179		102,105,928
Mid Cap		–		–		70,744,148		106,125,536
Small Cap		–		–		34,639,527		14,460,955
NorthRoad International		–		–		13,337,131		12,427,335
International Stock		–		–		21,177,137		16,065,354
Hansberger International Growth		–		–		39,400,113		158,247,484
Target Retirement 2020		–		–		121,365,099		130,022,164
Target Retirement 2030		–		–		126,549,237		131,003,962
Target Retirement 2040		–		–		87,634,307		96,772,064
Target Retirement 2050		–		–		42,906,005		43,876,596

6. COVERED CALL AND PUT OPTIONS

An option on a security is a contract that gives the holder of the option, in return for a premium, the right to buy from (in the case of a call) or sell to (in the case of a put) the writer of the option the security underlying the option at a specified exercise or “strike” price. The writer of an option on a security has an obligation upon exercise of the option to deliver the underlying security upon payment of the exercise price (in the case of a call) or pay the exercise price upon delivery of the underlying security (in the case of a put).

The Covered Call & Equity Income Fund will pursue its primary objective by employing an option strategy of writing (selling) covered call options on common stocks. The number of call options the Fund can write (sell) is limited by the amount of equity securities the Fund holds in its portfolio. The Fund will not write (sell) “naked” or uncovered call options. The Fund seeks to produce a high level of current income and gains generated from option writing premiums and, to a lesser extent, from dividends. Covered call writing also helps to reduce volatility (and risk profile) of the Fund by providing protection from declining stock prices.

When an option is written, the premium received is recorded as an asset with an equal liability and is subsequently marked to market to reflect the current market value of the option written. These liabilities are reflected as options written in the Statement of Assets and Liabilities. Premiums received from writing options, which expire unexercised, are recorded on the expiration date as a realized gain. The difference between the premium received and the amount paid on effecting a closing purchase transaction, including brokerage commissions, is also treated as a realized gain, or if the premium is less than the amount paid for the closing purchase transactions, as a realized loss. If a call option is exercised, the premium is added to the proceeds from the sale of the underlying security in determining whether there has been a realized gain or loss.

Transactions in option contracts in the Core Bond Fund and Covered Call & Equity Income Fund during the year ended October 31, 2015 were as follows:

Core Bond Fund	Number of Contracts			Premiums Received
Options outstanding, beginning of period		–		$	–
Options written during the period		240			185,530
Options closed during the period		(120	)		(110,265	)
Options expired during the period		(70	)		(66,040	)
Options outstanding, end of period		50		$	9,225

75

Madison Funds | Notes to the Financial Statements - continued | October 31, 2015

Covered Call & Equity Income Fund	Number of Contracts			Premiums Received
Options outstanding, beginning of period		5,643		$1,197,123
Options written during the period		36,913		7,959,701
Options closed during the period		(12,251	)	(2,879,424	)
Options exercised during the period		(7,749	)	(1,830,959	)
Options expired during the period		(12,900	)	(2,529,756	)
Options outstanding, end of period		9,656		$1,916,685

7. FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS

Effective May 1, 2015, the Core Bond Fund may purchase and sell futures contracts and purchase and write options on futures contracts on a limited basis. The Fund may purchase and sell futures contracts based on various securities (such as U.S. Government securities), securities indices, foreign currencies and other financial instruments and indices. The Fund will engage in futures or related options transactions on a limited basis only for bona fide hedging purposes or for purposes of seeking to increase total returns to the extent permitted by regulations of the Commodity Futures Trading Commission.

Futures Contracts. The Core Bond Fund may use futures contracts to manage its exposure to the securities markets or to movements in interest rates and currency values. The primary risks associated with the use of futures contracts are the imperfect correlation between the change in market value of the securities held by the Fund and the prices of futures contracts and the possibility of an illiquid market. Futures contracts are valued based upon their quoted daily settlement prices. Upon entering into a futures contract, the Fund is required to deposit with its futures broker an amount of cash, U.S. Government and Agency Obligations, or other assets, in accordance with the initial margin requirements of the broker or exchange. Futures contracts are marked to market daily and based on such movements in the price of the contracts, an appropriate payable or receivable for the change in value may be posted or collected by the Fund (“variation margin”). Gains or losses are recognized but not considered realized until the contracts expire or close. Futures contracts involve, to varying degrees, risk of loss in excess of the variation margin disclosed within exchange traded or centrally cleared financial derivative instruments on the Statement of Assets and Liabilities.

Options on Futures Contracts. The acquisition of put and call options on futures contracts will give the fund the right (but not the obligation) for a specified price, to sell or to purchase, respectively, the underlying futures contract at any time during the option period. As the purchaser of an option on a futures contract, the Fund obtains the benefit of the futures position if prices move in a favorable direction but limits its risk of loss in the event of an unfavorable price movement to the loss of the premium and transaction costs.

The writing of a call option on a futures contract generates a premium which may partially offset a decline in the value of the Fund’s assets. By writing a call option, the Fund becomes obligated, in exchange for the premium, to sell a futures contract which may have a value higher than the exercise price. Conversely, the writing of a put option on a futures contract generates a premium, which may partially offset an increase in the price of securities that the Fund intends to purchase. However, the Fund becomes obligated to purchase a futures contract, which may have a value lower than the exercise price. Thus, the loss incurred by the Fund in writing options on futures is potentially unlimited and may exceed the amount of the premium received.

8. FOREIGN SECURITIES

Each Fund, other than the Tax-Free Funds, may invest in foreign securities; however, the Cash Reserves Fund is limited to U.S. dollar-denominated foreign money market securities. Foreign securities are defined as securities that are: (i) issued by companies organized outside the U.S. or whose principal operations are outside the U.S., or issued by foreign governments or their agencies or instrumentalities (“foreign issuers”); (ii) principally traded outside of the U.S.; and (iii) quoted or denominated in a foreign currency (“non-dollar securities”). Foreign securities include ADRs, European Depositary Receipts (“EDRs”), GDRs, Swedish Depositary Receipts (“SDRs”) and foreign money market securities.

Certain of the Funds have reclaim receivable balances, in which the Funds are due a reclaim on the taxes that have been paid to some foreign jurisdictions. The values of all reclaims are not significant for any of the Funds and are reflected in Other Assets on the Statement of Assets and Liabilities. These receivables are reviewed to ensure the current receivable balance is reflective of the amount deemed to be collectible.

9. SECURITIES LENDING

The Core Bond, High Income, Diversified Income, Large Cap Value, Large Cap Growth, Mid Cap and International Stock Funds have entered into a Securities Lending Agreement (the “Agreement”) with State Street Bank and Trust Company (“State Street”). Under the terms of the Agreement, the Funds may lend portfolio securities to qualified borrowers in order to earn additional income. The Agreement requires that loans are collateralized at all times by cash or other liquid assets at least equal to 102% of the value of securities, which is determined on a daily basis. Amounts earned as interest on investments of cash collateral, net of rebates and fees, if any, are included in the Statement of Operations. The primary risk associated with securities lending is if the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons, the Funds could experience delays and costs in recovering securities loaned or in gaining access to the collateral.

The Funds did not engage in any securities lending activity during the year ended October 31, 2015.

10. FEDERAL AND FOREIGN INCOME TAX INFORMATION

It is each Fund’s policy to comply with the requirements of Subchapter M of the Internal Revenue Code of 1986 applicable to regulated investment companies and to distribute all its taxable income to its shareholders and any net realized capital gains at least annually. Accordingly, no provisions for federal income taxes are recorded in the accompanying statements.

The Funds have not recorded any liabilities for material unrecognized tax benefits as of October 31, 2015. It is each Fund’s policy to recognize accrued interest and penalties related to uncertain tax benefits in income taxes, as appropriate. Tax years that remain open to examination by major tax jurisdictions include tax years ended 2012 through 2015. The prior years of 2012 and 2013 represent the legacy MEMBERS Mutual Funds and the legacy Madison Mosaic Funds. Effective as of the market close of April 19, 2013, the Mosaic Funds reorganized into the Madison Funds (formerly known as the MEMBERS Mutual Funds).

The tax character of distributions paid during the years ended October 31, 2014 and 2015 was as follows:

		Ordinary Income				Capital Gain
Fund	2015		2014		2015		2014
Conservative Allocation	$	1,359,702	$	691,854	$	2,826,131	$	284,823
Moderate Allocation		1,877,315		1,530,333		7,986,977		–
Aggressive Allocation		869,616		146,020		4,556,655		–
Cash Reserves		–		–		–		–
High Quality Bond		1,074,047		1,311,861		118,544		449,217
Core Bond		5,345,069		4,399,825		1,673,616		781,095
Corporate Bond		698,396		526,572		20,295		–
High Income		1,772,903		2,107,124		1,376,166		2,382,028
Diversified Income		2,224,686		2,041,769		21,794		–
Covered Call & Equity Income		5,333,810		3,710,169		161,657		–
Dividend Income		355,808		399,321		1,219,689		494,298
Large Cap Value		1,753,926		2,001,560		27,390,440		–
Investors		6,779,021		212,248		25,518,364		6,195,632
Large Cap Growth		1,299,470		199,657		13,819,004		5,786,120
Mid Cap		6,182,447		–		42,647,564		22,075,642
Small Cap		342,916		2,317		3,717,251		2,153,162

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Madison Funds | Notes to the Financial Statements - continued | October 31, 2015

		Ordinary Income				Capital Gain
Fund	2015		2014		2015		2014
NorthRoad International	$	854,619	$	1,192,782	$	1,725,761	$	116,168
International Stock		775,849		542,237		–		–
Hansberger International Growth		2,496,632		–		–		–
Target Retirement 2020		745,004		–		397,309		–
Target Retirement 2030		939,469		–		1,474,100		–
Target Retirement 2040		687,796		–		1,413,974		–
Target Retirement 2050		240,391		–		450,143		–

		Tax Exempt Income				Ordinary Income				Capital Gain
Fund	2015		2014		2015		2014		2015		2014
Tax-Free Virginia	$	557,020	$	611,995	$	10,501	$	–	$	140,087	$	375,715
Tax-Free National		691,135		744,624		–		–		217,904		127,150

As of October 31, 2015, the components of distributable earnings on a tax basis were as follows:

Fund	Ordinary Income		Tax Exempt Income		Capital Gain
Conservative Allocation		$    56,082		$          –		$  2,273,229
Moderate Allocation		393,328		–		7,797,267
Aggressive Allocation		15,070		–		4,817,813
Cash Reserves		–		–		–
Tax-Free Virginia		–		4,967		69,797
Tax-Free National		1,906		10,394		160,340
High Quality Bond		152,659		–		290,109
Core Bond		405,978		–		1,493,150
Corporate Bond		15,143		–		67,445
High Income		12,981		–		–
Diversified Income		–		–		3,337,683
Covered Call & Equity Income		1,555,224		–		–
Dividend Income		8,506		–		838,298
Large Cap Value		860,234		–		19,496,664
Investors		1,910,650		–		13,672,109
Large Cap Growth		1,048,456		–		30,432,888
Mid Cap		–		–		14,925,916
Small Cap		112,311		–		3,076,610
NorthRoad International		691,531		–		383,322
International Stock		351,712		–		–
Hansberger International Growth		338,984		–		276,193
Target Retirement 2020		963,641		–		1,425,528
Target Retirement 2030		1,109,244		–		2,378,711
Target Retirement 2040		802,243		–		1,929,607
Target Retirement 2050		320,419		–		507,872

For federal income tax purposes, the Funds listed below have capital loss carryovers as of October 31, 2015, which are available to offset future capital gains, if any, realized through the fiscal year listed:

								No Expiration Date
Fund	2016		2017		2018		Short Term		Long Term
Cash Reserves	$	–	$	16	$	5	$	1	$	–
High Income		–		–		–		82,006		231,626
Mid Cap		1,244,692		–		–		–		–
Small Cap		675,894		–		–		–		–
International Stock		–		–		–		710,871		–
Hansberger International
Growth		–		7,836,710		–		–		–

The capital loss carryovers for the Mid Cap Fund, Small Cap Fund, and Hansberger International are subject to certain limitations upon availability, to offset future gains, pursuant to Section 382 of the Internal Revenue Code.

The Madison Hansberger International Growth Fund experienced a greater than 50% change in ownership by one or more 5% shareholders on 12/1/2014. Pursuant to the capital loss usage limitations provided under Section 382 of the Internal Revenue Code, a significant portion of the capital loss carryforwards for the Fund coming in to fiscal year 2015 are now unavailable. The Fund wrote down $37,529,572 in unusable capital loss carryforwards, which is part of the Reclassification Adjustments discussed below.

Certain ordinary losses incurred after December 31 and within the taxable year are deemed to arise on the first day of the Funds’ next taxable year, if the Funds so elect.

For the year ended October 31, 2015, Mid Cap Fund elected to defer $2,336,832 in late-year ordinary losses.

For the year-ended October 31, 2015, capital losses utilized for each Fund were as follows:

Fund	Amount Utilized
Diversified Income		$   464,665
Mid Cap		1,244,694
Small Cap		675,894
International Stock		396,023
Hansberger International Growth		3,939,931

At October 31, 2015, the aggregate gross unrealized appreciation (depreciation) and net unrealized appreciation (depreciation) for all securities, excluding options, as computed on a federal income tax basis for each Fund were as follows:

Fund	Appreciation		Depreciation		Net
Conservative Allocation	$	1,585,492	$	553,556	$	1,031,936
Moderate Allocation		7,533,299		986,961		6,546,338
Aggressive Allocation		3,879,753		422,711		3,457,042
Cash Reserves		–		–		–
Tax-Free Virginia		821,648		49,894		771,754
Tax-Free National		1,356,430		4,404		1,352,026
High Quality Bond		1,054,271		96,874		957,397
Core Bond		5,270,569		1,704,789		3,565,780
Corporate Bond		462,559		279,800		182,759
High Income		458,356		1,737,048		(1,278,692	)
Diversified Income		20,540,942		1,449,619		19,091,323
Covered Call & Equity Income		699,935		6,326,448		(5,626,513	)
Dividend Income		4,057,339		257,112		3,800,227
Large Cap Value		19,659,590		2,378,139		17,281,451
Investors		21,467,615		2,258,812		19,208,803
Large Cap Growth		24,586,036		1,989,530		22,596,506
Mid Cap		82,850,890		2,315,047		80,535,843
Small Cap		12,919,768		3,354,408		9,565,360
NorthRoad International		3,302,913		4,823,167		(1,520,254	)
International Stock		5,979,831		1,651,311		4,328,520
Hansberger International Growth		4,092,098		1,203,725		2,888,373
Target Retirement 2020		3,619,313		51,775		3,567,538
Target Retirement 2030		7,582,274		47,942		7,534,332
Target Retirement 2040		6,195,480		11,230		6,184,250
Target Retirement 2050		2,018,752		8,850		2,009,902

The differences between cost amounts for book purposes and tax purposes are primarily due to the tax deferral of wash sales.

Reclassification Adjustments. Paid-in capital, undistributed net investment income, and accumulated net realized gain (loss) have been adjusted in the Statements of Assets and Liabilities for permanent book-tax differences for all Funds.

Differences relate to the tax treatment of net operating losses, paydown gains and losses, foreign currency gains and losses, distributions from real estate investment trusts, distribution re-designations from investments in other regulated investment companies, and unusable capital loss carryforwards.

To the extent these book and tax differences are permanent in nature, such amounts are reclassified at the end of the fiscal year among paid-in capital in excess of par value, undistributed net investment income (loss) and undistributed net realized gain (loss) on investments and foreign currency translations. Accordingly, at October 31, 2015, reclassifications were recorded as follows:

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Madison Funds | Notes to the Financial Statements - continued | October 31, 2015

				Undistributed			Accumulated
	Paid-in			Net Investment			Net Realized
Fund	Capital			Income (Loss)			Gain (Loss)
Conservative Allocation	$	–		$	196,699		$	(196,699	)
Moderate Allocation		–			591,395			(591,395	)
Aggressive Allocation		–			280,827			(280,827	)
Cash Reserves		–			–			–
Tax-Free Virginia		–			–			–
Tax-Free National		–			–			–
High Quality Bond		–			–			–
Core Bond		–			498,351			(498,351	)
Corporate Bond		–			1			(1	)
High Income		–			19			(19	)
Diversified Income		–			90,881			(90,881	)
Covered Call & Equity Income		–			3,570,482			(3,570,482	)
Dividend Income		–			(8,135	)		8,135
Large Cap Value		–			(427	)		427
Investors Fund		–			–			–
Large Cap Growth		1			(52	)		51
Mid Cap		(87,849	)		(903,682	)		991,531
Small Cap		–			(66,171	)		66,171
NorthRoad International		–			(18,243	)		18,243
International Stock		–			(14,995	)		14,995
Hansberger International Growth		(37,529,572	)		(123,053	)		37,652,625
Target Retirement 2020		–			104,043			(104,043	)
Target Retirement 2030		1			110,593			(110,594	)
Target Retirement 2040		–			96,081			(96,081	)
Target Retirement 2050		–			41,304			(41,304	)

11. CONCENTRATION OF RISK

Investing in certain financial instruments, including forward foreign currency contracts, involves certain risks. Risks associated with these instruments include potential for an illiquid secondary market for the instruments or inability of counterparties to perform under the terms of the contracts, changes in the value of foreign currency relative to the U.S. dollar and financial statements’ volatility resulting from an imperfect correlation between the movements in the prices of the instruments and the prices of the underlying securities and interest rates being hedged. The International Stock Fund may enter into these contracts primarily to protect the Fund from adverse currency movements.

Investing in foreign securities involves certain risks not necessarily found in U.S. markets. These include risks associated with adverse changes in economic, political, regulatory and other conditions, changes in currency exchange rates, exchange control regulations, expropriation of assets or nationalization, imposition of withholding taxes on dividend or interest payments or capital gains, and possible difficulty in obtaining and enforcing judgments against foreign entities. Further, issuers of foreign securities are subject to different, and often less comprehensive, accounting, reporting and disclosure requirements than domestic issuers.

The Funds may be subject to interest rate policy risk, which are the risks associated with the Federal Reserve System’s program to stabilize the economy (the “quantitative easing program”) in the wake of the financial crisis that began in 2007. As a result of the quantitative easing program, the United States is experiencing historically low interest rate levels. A low interest rate environment can pose risks to a Fund, because low yields on the Fund’s portfolio holdings may have an adverse impact on the Fund’s ability to provide a positive yield to its shareholders and pay expenses out of Fund assets. However, continued economic recovery and the cessation of the quantitative easing program increase the risk that interest rates will rise in the near future and that the Funds will face a heightened level of interest rate risk. Federal Reserve policy changes may expose fixed-income and related markets to heightened volatility and may reduce liquidity for certain Fund investments, which could cause the value of a Fund’s investments and share price to decline. The Core Bond may invest in derivatives tied to fixed-income markets and may be more substantially exposed to these risks than a fund that does not invest in derivatives.

The Cash Reserves Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation (“FDIC”) or any other government agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund. Additionally, while the Fund has maintained a constant share price since inception, and will continue to try to do so, neither the Investment Adviser nor its affiliates are required to make a capital infusion, enter into a capital support agreement or take other actions to prevent the Fund’s share price from falling below $1.00.

The Tax-Free Funds invest in municipal securities. Municipal securities generally are subject to possible default, bankruptcy or insolvency of the issuer. Principal and interest repayment may be affected by federal, state and local legislation, referendums, judicial decisions and executive acts. The tax-exempt status of municipal securities may be affected by future changes in the tax laws, litigation involving the tax status of the securities and errors and omissions by issuers and their counsel. Madison will not attempt to make an independent determination of the present or future tax-exempt status of municipal securities acquired for the Funds. While most municipal securities have a readily available market, a variety of factors, including the scarcity of issues and the fact that tax-free investments are inappropriate for significant numbers of investors, limit the depth of the market for these securities. Accordingly, it may be more difficult for the Funds to sell large blocks of municipal securities advantageously than would be the case with comparable taxable securities.

The High Income Fund invests in securities offering high current income which generally will include bonds in the below investment grade categories of recognized rating agencies (so-called “junk bonds”). These securities generally involve more credit risk than securities in the higher rating categories. In addition, the trading market for high yield securities may be relatively less liquid than the market for higher-rated securities. The Fund generally invests at least 80% of its net assets in high yield securities.

The Covered Call & Equity Income Fund invests in options on securities. As the writer of a covered call option, the Fund forgoes, during the option’s life, the opportunity to profit from increases in the market value of the security covering the call option above the sum of the premium and the strike price of the call but has retained the risk of loss should the price of the underlying security decline. A writer of a put option is exposed to the risk of loss if fair value of the underlying securities declines, but profits only to the extent of the premium received if the underlying security increases in value. The writer of an option has no control over the time when it may be required to fulfill its obligation as writer of the option. Once an option writer has received an exercise notice, it cannot effect a closing purchase transaction in order to terminate its obligation under the option and must deliver the underlying security at the exercise price.

The Core Bond Fund may invest in futures contracts or options on futures contracts. Investing in futures contracts and options on futures entail certain other risks: such as unanticipated changes in interest rates, securities prices or currency exchange rates, and may result in a poorer overall performance for the Fund than if it had not entered into any futures contracts or options transactions. In the event of an imperfect correlation between a futures position and portfolio position, which is intended to be protected, the desired protection may not be obtained and the Fund may be exposed to risk of loss. Perfect correlation between the fund’s futures positions and portfolio positions may be difficult to achieve.

The Allocation and Target Date Funds are fund of funds, meaning that each invests primarily in Underlying Funds, including ETFs. Thus, each Fund’s investment performance and its ability to achieve its investment goal are directly related to the performance of the Underlying Funds in which it invests; and the Underlying Fund’s performance, in turn, depends on the particular securities in which that Underlying Fund invests and the expenses of that Fund. Accordingly, the Allocation Funds are

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Madison Funds | Notes to the Financial Statements - concluded | October 31, 2015

subject to the risks of the Underlying Funds in direct proportion to the allocation of their respective assets among the Underlying Funds.

Additionally, the Allocation and Target Date Funds are subject to asset allocation risk and manager risk. Manager risk (i.e., fund selection risk) is the risk that the Underlying Fund(s) selected to fulfill a particular asset class underperforms their peers. Asset allocation risk is the risk that the allocation of the Fund’s assets among the various asset classes and market segments will cause the Fund to underperform other funds with a similar investment objective.

The Funds are also subject to cybersecurity risk, which include the risks associated with computer systems, networks and devices to carry out routine business operations. These systems, networks and devices employ a variety of protections that are designed to prevent cyberattacks. Despite the various cyber protections utilized by the Funds, the Investment Adviser, and other service providers, their systems, networks, or devices could potentially be breached. The Funds, their shareholders and the Investment Adviser could be negatively impacted as a result of a cybersecurity breach. The Funds cannot control the cybersecurity plans and systems put in place by service providers or any other third parties whose operations may affect the Funds. The Funds do monitor this risk closely.

In addition to the other risks described above in the prospectus, you should understand what we refer to as “unknown market risks.” While investments in securities have been keystones in wealth building and management, at times these investments have produced surprises. Those who enjoyed growth and income of their investments generally were rewarded for the risks they took by investing in the markets. Although the Investment Adviser seeks to appropriately address and manage the risks identified and disclosed to you in connection with the management of the securities in the Funds, you should understand that the very nature of the securities markets includes the possibility that there may be additional risks of which we are not aware. We certainly seek to identify all applicable risks and then appropriately address them, take appropriate action to reasonably manage them and, of course, to make you aware of them so you can determine if they exceed your risk tolerance. Nevertheless, the often volatile nature of the securities markets and the global economy in which we work suggests that the risk of the unknown is something to consider in connection with an investment in securities. Unforeseen events could under certain circumstances produce a material loss of the value of some or all of the securities we manage for you in the Funds.

12. CAPITAL SHARES AND AFFILIATED OWNERSHIP

The Allocation Funds invest in Underlying Funds, certain of which may be deemed to be under common control because of the same or affiliated investment adviser and membership in a common family of investment companies (the “Affiliated Underlying Funds”). A summary of the transactions with each Affiliated Underlying Fund during the year ended October 31, 2015 follows:

	Balance of							Balance of				Realized
	Shares Held at		Gross		Gross			Shares Held at		Value at		Gain			Distributions
Fund/Underlying Fund	10/31/2014		Additions		Sales			10/31/2015		10/31/2015		(Loss)			Received1
Conservative Allocation Fund
Madison Core Bond Fund Class Y		1,447,996		192,607		(66,594	)		1,574,009	$	15,850,270	$	(7,526	)	$	496,903
Madison Corporate Bond Fund Class Y		446,801		—		—			446,801		5,066,719		—			138,803
Madison High Quality Bond Fund Class Y		167,473		—		(167,473	)		—		—		51,237			—
Madison Investors Fund Class Y		30,494		3,417		(33,911	)		—		—		17,535			72,103
Madison Large Cap Growth Fund Class Y		205,969		34,071		(35,290	)		204,750		4,731,773		67,815			368,518
Madison Large Cap Value Fund Class Y		254,379		58,505		(77,319	)		235,565		3,851,484		58,323			666,239
Madison NorthRoad International Fund Class Y		98,687		90,923		(31,353	)		158,257		1,672,775		(47,738	)		54,122
Totals										$	31,173,021	$	139,646		$	1,796,688
Moderate Allocation Fund
Madison Core Bond Fund Class Y		2,036,565		149,352		(88,533	)		2,097,384	$	21,120,655	$	(9,561	)	$	667,436
Madison High Quality Bond Fund Class Y		209,235		—		(209,235	)		—		—		50,539			—
Madison Investors Fund Class Y		183,738		28,059		(211,797	)		—		—		219,389			592,031
Madison Large Cap Growth Fund Class Y		708,200		124,592		(92,660	)		740,132		17,104,447		34,479			1,363,798
Madison Large Cap Value Fund Class Y		918,441		262,689		(189,698	)		991,432		16,209,905		19,312			2,476,465
Madison Mid Cap Fund Class Y		154,715		—		(154,715	)		—		—		648,527			—
Madison NorthRoad International Fund Class Y		334,586		186,963		(90,798	)		430,751		4,553,033		(109,818	)		222,663
Totals										$	58,988,040	$	852,867		$	5,322,393
Aggressive Allocation Fund
Madison Core Bond Fund Class Y		409,381		114,970		(24,752	)		499,599	$	5,030,963	$	(2,228	)	$	145,851
Madison Investors Fund Class Y		99,732		14,211		(113,943	)		—		—		204,047			299,856
Madison Large Cap Growth Fund Class Y		376,302		55,882		(41,324	)		390,860		9,032,776		94,087			694,624
Madison Large Cap Value Fund Class Y		464,517		123,598		(57,993	)		530,122		8,667,492		11,564			1,280,380
Madison Mid Cap Fund Class Y		126,198		—		(126,198	)		—		—		584,465			—
Madison NorthRoad International Fund Class Y		161,237		74,472		(13,449	)		222,260		2,349,290		1,454			107,302
Totals										$	25,080,521	$	893,389		$	2,528,013

¹Distributions received include distributions from net investment income and from capital gains from the underlying funds.

13. SUBSEQUENT EVENTS

Management has evaluated the impact of all subsequent events on the Funds through the date the financial statements were available for issue. Effective December 31, 2015, Madison Asset Management, LLC will take over management of the High Income Fund. Aside from this change, no other events have taken place that meet the definition of subsequent event that require adjustment to, or disclosure in the financial statements.

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Madison Funds | October 31, 2015

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Trustees of Madison Funds:

We have audited the accompanying statements of assets and liabilities, including the portfolios of investments, of Madison Funds, comprising the Madison Conservative Allocation Fund, Madison Moderate Allocation Fund, Madison Aggressive Allocation Fund, Madison Cash Reserves Fund, Madison Tax-Free Virginia Fund, Madison Tax-Free National Fund, Madison High Quality Bond Fund, Madison Core Bond Fund, Madison Corporate Bond Fund, Madison High Income Fund, Madison Diversified Income Fund, Madison Covered Call & Equity Income Fund (formerly the Madison Equity Income Fund), Madison Dividend Income Fund, Madison Large Cap Value Fund, Madison Investors Fund, Madison Large Cap Growth Fund, Madison Mid Cap Fund, Madison Small Cap Fund, Madison NorthRoad International Fund, Madison International Stock Fund, Madison Hansberger International Growth Fund, Madison Target Retirement 2020 Fund, Madison Target Retirement 2030 Fund, Madison Target Retirement 2040 Fund, and Madison Target Retirement 2050 Fund (collectively, the “Funds”) as of October 31, 2015, the related statements of operations for the year then ended, the statements of changes in net assets of Madison Conservative Allocation Fund, Madison Moderate Allocation Fund, Madison Aggressive Allocation Fund, Madison Cash Reserves Fund, Madison Tax-Free Virginia Fund, Madison Tax-Free National Fund, Madison High Quality Bond Fund, Madison Core Bond Fund, Madison Corporate Bond Fund, Madison High Income Fund, Madison Diversified Income Fund, Madison Covered Call & Equity Income Fund (formerly the Madison Equity Income Fund), Madison Dividend Income Fund, Madison Large Cap Value Fund, Madison Investors Fund, Madison Large Cap Growth Fund, Madison Mid Cap Fund, Madison Small Cap Fund, Madison NorthRoad International Fund, Madison International Stock Fund, Madison Target Retirement 2020 Fund, Madison Target Retirement 2030 Fund, Madison Target Retirement 2040 Fund, and Madison Target Retirement 2050 Fund for all periods presented, the statements of changes in nets assets of Madison Hansberger International Growth Fund for the year ended October 31, 2015 and period ended October 31, 2014, the financial highlights of Madison Conservative Allocation Fund, Madison Moderate Allocation Fund, Madison Aggressive Allocation Fund, Madison Cash Reserves Fund, Madison Core Bond Fund, Madison High Income Fund, Madison Diversified Income Fund, Madison Covered Call & Equity Income Fund, Madison Large Cap Value Fund, Madison Large Cap Growth Fund, Madison Small Cap Fund, Madison International Stock Fund, Madison Target Retirement 2020 Fund, Madison Target Retirement 2030 Fund, Madison Target Retirement 2040 Fund, and Madison Target Retirement 2050 for each of the periods presented, the financial highlights of Madison Tax-Free Virginia Fund and Madison Tax-Free National Fund for the years ended October 31, 2015 and 2014, and each of the two periods in the period ended October 31, 2013, the financial highlights of Madison High Quality Bond Fund, Madison Corporate Bond Fund, Madison Dividend Income Fund, Madison Investors Fund, Madison Mid Cap Fund, and Madison NorthRoad International Fund for the years ended October 31, 2015 and 2014 and the period ended October 31, 2014, and the financial highlights of Madison Hansberger International Growth Fund for the year ended October 31, 2015 and the period ended October 31, 2014. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. The financial highlights of Madison Tax-Free Virginia Fund and Madison Tax-Free National Fund for the periods ended prior to October 1, 2012 were audited by other auditors, whose report, dated November 14, 2012, expressed an unqualified opinion on those financial highlights. The financial highlights of Madison High Quality Bond Fund, Madison Corporate Bond Fund, Madison Dividend Income Fund, Madison Investors Fund, and Madison NorthRoad International Fund for the periods ended prior to January 1, 2013 were audited by other auditors, whose report, dated February 26, 2013, expressed an unqualified opinion on those financial highlights. The financial highlights of the Madison Mid Cap Fund for the periods ended prior to January 1, 2013, before the effects of adjustments to retrospectively adjust the financial highlights to give effect to the reorganization as discussed in footnote 7 to the financial highlights, were audited by other auditors, whose report, dated February 26, 2013 expressed an unqualified opinion on those financial highlights and the statement of changes in net assets. The financial highlights of Madison Hansberger International Growth Funds for the periods ended prior to January 1, 2014 were audited by other auditors, whose report, dated February 24, 2014, expressed an unqualified opinion on those financial highlights.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Funds are not required to have, nor were we engaged to perform, an audit of their internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Funds’ internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of October 31, 2015, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of each of the Funds as of October 31, 2015, the results of their operations for the year then ended, the statements of changes in net assets of Madison Conservative Allocation Fund, Madison Moderate Allocation Fund, Madison Aggressive Allocation Fund, Madison Cash Reserves Fund, Madison Tax-Free Virginia Fund, Madison Tax-Free National Fund, Madison High Quality Bond Fund, Madison Core Bond Fund, Madison Corporate Bond Fund, Madison High Income Fund, Madison Diversified Income Fund, Madison Covered Call & Equity Income Fund (formerly the Madison Equity Income Fund), Madison Dividend Income Fund, Madison Large Cap Value Fund, Madison Investors Fund, Madison Large Cap Growth Fund, Madison Mid Cap Fund, Madison Small Cap Fund, Madison NorthRoad International Fund, Madison International Stock Fund, Madison Target Retirement 2020 Fund, Madison Target Retirement 2030 Fund, Madison Target Retirement 2040 Fund, and Madison Target Retirement 2050 Fund for all periods presented, the statements of changes in nets assets of Madison Hansberger International Growth Fund for the year ended October 31, 2015 and period ended October 31, 2014, the financial highlights of Madison Conservative Allocation Fund, Madison Moderate Allocation Fund, Madison Aggressive Allocation Fund, Madison Cash Reserves Fund, Madison Core Bond Fund, Madison High Income Fund, Madison Diversified Income Fund, Madison Covered Call & Equity Income Fund, Madison Large Cap Value Fund, Madison Large Cap Growth Fund, Madison Small Cap Fund, Madison International Stock Fund, Madison Target Retirement 2020 Fund, Madison Target Retirement 2030 Fund, Madison Target Retirement 2040 Fund, and Madison Target Retirement 2050 for each of the periods presented, the financial highlights of Madison Tax-Free Virginia Fund and Madison Tax-Free National Fund for the years ended October 31, 2015 and 2014, and each of the two periods in the period ended October 31, 2013, the financial highlights of Madison High Quality Bond Fund, Madison Corporate Bond Fund, Madison Dividend Income Fund, Madison

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Investors Fund, Madison Mid Cap Fund, and Madison NorthRoad International Fund for the years ended October 31, 2015 and 2014 and the period ended October 31, 2013, and the financial highlights of Madison Hansberger International Growth Fund for the year ended October 31, 2015 and the period ended October 31, 2014, in conformity with accounting principles generally accepted in the United States of America.

We have also audited the adjustments to the financial highlights of the Madison Mid Cap Fund for each of the periods ended prior to January 1, 2013, to retrospectively adjust the financial highlights to give effect to the reorganization as discussed in footnote 7 to the financial highlights. Our procedures included recalculating the conversion factor discussed in that footnote. In our opinion, such retrospective adjustments are appropriate and have been appropriately applied. However, we were not engaged to audit, review, or perform any procedures to the financial statements and financial highlights of the Madison Mid Cap Fund for periods prior to January 1, 2013 other than with respect to the retrospective adjustment described herein, and accordingly, we do not express an opinion or any other form of assurance on the financial statements and financial highlights of Madison Mid Cap Fund for periods prior to January 1, 2013.

/s/ Deloitte & Touche, LLP

Chicago, IL
December 18, 2015

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Other Information (unaudited)

DISCUSSION OF CONTRACT RENEWAL PROCESS AND CONSIDERATIONS

The Board of Trustees reviewed a variety of matters in connection with the Trust’s investment advisory contract with the Investment Adviser and the subadvisory contracts with the applicable Subadvisers at an in-person meeting of the Board held in July 2015. The following summarizes the Board’s process and considerations during that meeting.

With regard to the nature, extent and quality of the services to be provided by the Adviser and each sub-adviser, the Board reviewed the biographies and tenure of the personnel involved in Trust management and the experience of the Adviser (and applicable sub-adviser) and its affiliates as investment manager to other investment companies with similar investment strategies or to individual clients or institutions with similar investment strategies. They recognized the wide array of investment professionals employed by the respective firm or firms. Representatives of the Adviser and each sub-adviser discussed or otherwise presented their respective firms’ ongoing investment philosophies and strategies intended to provide investment performance consistent with each Fund’s investment objectives under various market scenarios.

The Board discussed the various administrative services provided directly by the Adviser. Such services included arranging for third party service providers to provide all necessary Fund administration as well as supervising any sub-advisers to Fund portfolios.

Based on their review of the information provided, the Independent Trustees determined that the nature, extent and quality of services provided to the Fund were satisfactory.

With regard to the investment performance of the Trust and the investment adviser, the Board reviewed current performance information provided in the written Board materials. They discussed the reasons for both outperformance and underperformance compared with peer groups and applicable indices and benchmarks. They recognized that the usefulness of comparative performance data as a frame of reference to measure a fund’s performance may be limited because the performance peer group, among other things, does not adequately reflect the objectives and strategies of the fund, has a different investable universe, or the composition of the peer set may be limited in size or number as well as other factors. They discussed the unique aspects of the securities markets applicable to particular Funds so that the performance of any such Funds could be reviewed in context. They reviewed both long-term and short-term performance and considered the effect on long-term performance that may have been attributable to any previous portfolio managers to any Fund. They recognized that the performance data reflects a snapshot in time, in this case as of the end of the most recent calendar year or quarter. A different performance period, however, could generate significantly different results. Further, they noted that long-term performance can be adversely affected by even one period of significant underperformance so that a single investment decision or theme has the ability to disproportionately affect long-term performance. The Board and the portfolio managers discussed the Funds that adhere to the Adviser’s “participate and protect” investment philosophy and, recognizing that this is a conservative investment philosophy, the portfolio managers explained that individual Fund performance indicative of the strategy may be reflected in relative underperformance during periods of high risk market environments, such as the recent market environment. The Board performed this review in connection with the Adviser and each sub-adviser that manages a sub-advised Fund portfolio. In connection with the review of performance, the Board engaged in a comprehensive discussion of market conditions and discussed the reasons for Fund performance under such conditions. The Board noted the relative strong performance of the Target Retirement Date Funds for the period. In addition, the Board recognized that the Mid Cap Fund, the Small Cap Fund, the Madison International Fund and the Hansberger International Growth Fund, each outperformed its benchmark and peer group for the period, which was largely due to individual stock selection in the Funds. With regard to fixed-income Funds, the Board considered each Fund’s relatively conservative investment philosophy and high-quality bias during a period of historically low interest rates and the relative risks to fixed-income Funds in the current environment. For example, the High Quality Bond Fund, the Core Bond Fund and the Tax-Free Funds held more conservative shorter duration exposure than their benchmarks for the period resulting in relative underperformance. Representatives of the Adviser discussed with the Board the methodology for arriving at peer groups and indices used for performance comparisons. The Board also considered that sometimes the Morningstar categories the Funds fall into do not completely match up with the Funds’ investment strategy and philosophy. Based on their review, the Independent Trustees determined that, given the totality of the above factors and considerations, each Fund’s investment performance had been satisfactory.

With regard to the costs of the services to be provided and the profits to be realized by the investment adviser and its affiliates from the relationship with the Trust, the Board reviewed the expense ratios for a variety of other funds in each Fund portfolio’s peer group with similar investment objectives. Again, the Board reviewed these matters in connection with the Adviser and each sub-adviser that manages a sub-advised Fund portfolio. Based on their review, the Independent Trustees concluded that the Adviser’s level of profitability for its advisory activities was reasonable in light of the services provided.

The Board noted that the Adviser or its affiliates, and, as applicable, each sub-adviser, provided investment management services to other investment company and/or non-investment company clients and considered the fees charged by the Adviser (and respective sub-adviser) to such Funds and clients for purposes of determining whether the given advisory fee was disproportionately large under the so-called Gartenberg standard traditionally used by investment company boards in connection with contract renewal considerations. The Board took those fees into account and considered the differences in services and time required by the various types of funds and clients to which the Adviser (or sub-adviser, if applicable) provided services. The Board recognized that significant differences may exist between the services provided to one type of fund or client and those provided to others, such as those resulting from a greater frequency of shareholder redemptions in a mutual fund and the higher turnover of mutual fund assets. The Board gave such comparisons the weight that they merit in light of the similarities and differences between the services that the various Funds require. They considered that, if the services rendered by the Adviser (or sub-adviser, if applicable) to one type of fund or client differed significantly from others, then the comparison should be given less weight. In the case of non-investment company clients for which the Adviser (or sub-adviser, if applicable) may act as either investment adviser or sub-adviser, the Board noted that the fee may be lower than the fee charged to the Trust. The Board noted too the various administrative, operational, compliance, legal and corporate communication services required to be handled by the Adviser (or sub-adviser, if applicable) which are performed for investment company clients but are not typically performed for non-investment company clients.

The Trustees reviewed each Fund’s fee structure based on the total Fund expense ratio as well as by comparing advisory fees to other advisory fees. The Board noted the simple expense structure maintained by the Trust: an advisory fee and a capped administrative “services” expense. The Board reviewed total expense ratios paid by other funds with similar investment objectives, recognizing that such a comparison, while not dispositive, was an important consideration.

The Trustees sought to ensure that fees paid by the Trust were appropriate. The Board reviewed materials demonstrating that although the Adviser is compensated for a variety of the administrative services it provides or arranges to provide to the

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Funds pursuant to its administrative services agreements with the Trust (“Services Agreement”), such compensation does not always cover all costs because the Services Agreement effectively acts as a cap on administrative expenses. Therefore, the Board recognized that any administrative, operational, regulatory or compliance fees or costs in excess of the Services Agreement fees are paid by the Adviser from investment advisory fees earned. In this regard, the Trustees noted that examination of each Fund portfolio’s total expense ratio compared to those of other investment companies was more meaningful than a simple comparison of basic “investment management only” fee schedules.

The Board recognized that to the extent a Fund portfolio invests in other mutual funds also managed by the Adviser (or its affiliates), the Adviser (or an affiliate) receives investment advisory fees from both the Fund portfolio and the underlying mutual fund. The Board was satisfied in this regard that the Adviser (or an affiliate) provides separate services to the Trust’s “Fund of funds” portfolios and the underlying mutual funds in which each such Fund invests in exchange for the fees received from them.

In reviewing costs and profits, the Board noted that for some smaller Fund portfolios, the salaries of all portfolio management personnel, trading desk personnel, corporate accounting personnel and employees of the Adviser who serve as Trust officers, as well as facility costs (e.g .., rent, etc.), could not be supported by fees received from such portfolios alone. However, the Board recognized that the Trust is profitable to the Adviser because such salaries and fixed costs are already paid in whole or in part from revenue generated by management of other client assets managed by the Adviser, including the Trust as one of a consolidated family of investment companies. The Trustees noted that total assets managed by the Adviser and its affiliates of approximately $15 billion at the time of the meeting. As a result, although the fees paid by an individual Fund at its present size might not be sufficient to profitably support a stand-alone fund, the Trust is reasonably profitable to the Adviser as part of its larger, diversified organization. In sum, the Trustees recognized that the Trust is important to the Adviser and is managed with the attention given to the Adviser’s other clients.

With regard to the extent to which economies of scale would be realized as each Fund’s assets increase, the Trustees recognized that at their current asset levels, it was premature to discuss any economies of scale not already factored into the compensation payable under existing Advisory and Services Agreements. In addition, the Trustees recognized that the Adviser was currently waiving certain fees (pursuant to its investment management agreement or pursuant to the applicable Services Agreement, as the case may be) with regard to: the Dividend Income, Cash Reserves and certain classes of the Investors Fund. The Board also recognized that the Adviser had arranged for the fees to be capped for certain classes of the Investors Fund. Another method to help ensure the shareholders share in these benefits is to include breakpoints in the advisory fee schedule. Based on their review, the Independent

Trustees concluded that the breakpoint schedules and fee arrangement and waivers (as applicable) were acceptable and reflect economies of scale to be shared with shareholders when assets under management increase.

Counsel to the Independent Trustees confirmed that the Trust’s Independent Trustees had met previously and reviewed the written contract renewal materials provided by the Adviser and applicable sub-advisers. He noted that the Independent Trustees had considered such materials in light of the Gartenberg standard as well as criteria either set forth or discussed in the Supreme Court decision in Jones v. Harris regarding the investment company contract renewal process under Section 15(c) of the Investment Company Act of 1940, as amended. The Independent Trustees made a variety of additional inquiries regarding such written materials to the Adviser and the sub-advisers and representatives of the Adviser and sub-advisers, respectively, and discussed each matter raised as summarized herein.

After further discussion, analysis and review of the totality of the information presented, including the information set forth above and the other information considered by the Board, the Trustees, including the Independent Trustees, concluded that the Trust’s advisory fees (including applicable sub-advisory fees) are fair and reasonable for each respective Fund portfolio and that renewal of their respective Advisory, Sub-Advisory and Services Agreements are in the best interests of each respective Fund and its shareholders.

FUND EXPENSES PAID BY SHAREHOLDERS

As a shareholder of the Funds, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, and redemption fees; and (2) ongoing costs, including management fees; distribution and/or service (12b-1) fees; and other fund expenses. The examples below are intended to help you understand your ongoing costs (in dollars) of investing in the Funds and to compare these costs with the ongoing costs of investing in other mutual funds.

The examples below are based on an investment of $1,000 invested at the beginning of the period and held for the entire six-month period ended October 31, 2015. Expenses paid during the period in the tables below are equal to the Fund’s annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half fiscal year period).

Actual Expenses

The table below provides information about actual account values using actual expenses and actual returns for the funds. You may use the information in this table, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table for the fund you own under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

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		CLASS A								CLASS B
Fund	Beginning Account Value		Ending Account Value		Annual Expense Ratio			Expenses Paid During Period		Ending Account Value		Annual Expense Ratio		Expenses Paid During Period
Conservative Allocation*		$1,000		$983.60		0.70	%		$3.50		$980.00		1.45%		$7.24
Moderate Allocation*		1,000		979.80		0.70	%		3.49		976.30		1.45%		7.22
Aggressive Allocation*		1,000		976.20		0.70	%		3.49		972.50		1.45%		7.21
Cash Reserves		1,000		1,000.00		0.09	%		0.45		1,000.00		0.09%		0.45
Core Bond		1,000		996.80		0.90	%		4.53		994.00		1.65%		8.29
High Income		1,000		963.10		1.00	%		4.95		959.00		1.75%		8.64
Diversified Income		1,000		999.00		1.10	%		5.54		994.70		1.85%		9.30
Covered Call & Equity Income		1,000		975.20		1.25	%		6.22		N/A		N/A		N/A
Large Cap Value		1,000		973.80		1.16	%		5.77		970.90		1.91%		9.49
Investors		1,000		1,017.20		1.20	%		6.10		N/A		N/A		N/A
Large Cap Growth		1,000		1,001.80		1.20	%		6.05		998.00		1.95%		9.82
Mid Cap		1,000		998.80		1.40	%		7.05		996.00		2.15%		10.82
Small Cap		1,000		990.70		1.50	%		7.53		986.80		2.25%		11.27
International Stock		1,000		951.00		1.60	%		7.87		947.00		2.35%		11.53

		CLASS C
Fund	Beginning Account Value		Ending Account Value		Annual Expense Ratio			Expenses Paid During Period
Conservative Allocation*		$1,000		$980.00		1.45	%		$7.24
Moderate Allocation*		1,000		976.30		1.45	%		7.22
Aggressive Allocation*		1,000		972.50		1.45	%		7.21
Diversified Income		1,000		995.30		1.85	%		9.30
Covered Call & Equity Income		1,000		971.40		1.99	%		9.89
		CLASS Y
Fund	Beginning Account Value		Ending Account Value		Annual Expense Ratio			Expenses Paid During Period
Tax-Free Virginia		$1,000		$1,012.90		0.85	%		$4.31
Tax-Free National		1,000		1,014.80		0.85	%		4.32
High Quality Bond		1,000		1,002.40		0.49	%		2.47
Core Bond		1,000		999.00		0.65	%		3.28
Corporate Bond		1,000		991.90		0.65	%		3.26
High Income		1,000		964.00		0.75	%		3.71
Covered Call & Equity Income		1,000		975.50		1.00	%		4.98
Dividend Income		1,000		1,001.90		0.95	%		4.79
Large Cap Value		1,000		975.50		0.91	%		4.53
Investors		1,000		1,018.60		0.95	%		4.83
Large Cap Growth		1,000		1,003.00		0.95	%		4.80
Mid Cap		1,000		1,001.10		1.15	%		5.80
Small Cap		1,000		992.10		1.25	%		6.28
NorthRoad International		1,000		921.50		1.15	%		5.57
International Stock		1,000		952.40		1.35	%		6.64
Hansberger International Growth		1,000		926.40		1.16	%		5.63
		CLASS R6
Fund	Beginning Account Value		Ending Account Value		Annual Expense Ratio			Expenses Paid During Period
Core Bond		$1,000		$999.00		0.52	%		$2.62
Covered Call & Equity Income		1,000		976.60		0.87	%		4.33
Investors		1,000		1,019.50		0.74	%		3.77
Mid Cap		1,000		1,002.20		0.77	%		3.89
NorthRoad International		1,000		923.00		0.82	%		3.97
Target Retirement 2020*		1,000		992.10		0.30	%		1.51
Target Retirement 2030*		1,000		986.20		0.30	%		1.50
Target Retirement 2040*		1,000		984.10		0.30	%		1.50
Target Retirement 2050*		1,000		982.20		0.30	%		1.50
		CLASS I
Fund	Beginning Account Value		Ending Account Value		Annual Expense Ratio			Expenses Paid During Period
Hansberger International Growth		$1,000		$927.00		1.01	%		$4.91

*The annual expense ratio does not include the expenses of the underlying funds.

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Hypothetical Example for Comparison Purposes

The table below provides information about hypothetical account values and hypothetical expenses based on the Funds’ actual expense ratios and an assumed rate of return of 5% per year before expenses, which are not the Funds’ actual returns. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Funds and other funds. To do so, compare the 5% hypothetical example of the funds you own with the 5% hypothetical examples that appear in the shareholder reports of other similar funds.

		CLASS A									CLASS B
Fund	Beginning Account Value		Ending Account Value		Annual Expense Ratio			Expenses Paid During Period		Ending Account Value		Annual Expense Ratio			Expenses Paid During Period
Conservative Allocation*		$1,000		$1,021.68		0.70	%		$3.57		$1,017.90		1.45	%		$7.38
Moderate Allocation*		1,000		1,021.68		0.70	%		3.57		1,017.90		1.45	%		7.38
Aggressive Allocation*		1,000		1,021.68		0.70	%		3.57		1,017.90		1.45	%		7.38
Cash Reserves		1,000		1,024.75		0.09	%		0.46		1,024.75		0.09	%		0.46
Core Bond		1,000		1,020.67		0.90	%		4.58		1,016.89		1.65	%		8.39
High Income		1,000		1,020.16		1.00	%		5.09		1,016.38		1.75	%		8.89
Diversified Income		1,000		1,019.66		1.10	%		5.60		1,015.88		1.85	%		9.40
Covered Call & Equity Income		1,000		1,018.90		1.25	%		6.36		N/A		N/A			N/A
Large Cap Value		1,000		1,019.36		1.16	%		5.90		1,015.58		1.91	%		9.70
Investors		1,000		1,019.16		1.20	%		6.11		1,000.00		N/A			N/A
Large Cap Growth		1,000		1,019.16		1.20	%		6.11		1,015.38		1.95	%		9.91
Mid Cap		1,000		1,018.15		1.40	%		7.12		1,014.37		2.15	%		10.92
Small Cap		1,000		1,017.64		1.50	%		7.63		1,013.86		2.25	%		11.42
International Stock		1,000		1,017.14		1.60	%		8.13		1,013.36		2.35	%		11.93

		CLASS C
Fund	Beginning Account Value		Ending Account Value		Annual Expense Ratio			Expenses Paid During Period
Conservative Allocation*		$1,000		$1,017.90		1.45	%		$ 7.38
Moderate Allocation*		1,000		1,017.90		1.45	%		7.38
Aggressive Allocation*		1,000		1,017.90		1.45	%		7.38
Diversified Income		1,000		1,015.88		1.85	%		9.40
Covered Call & Equity Income		1,000		1,015.17		1.99	%		10.11
		CLASS Y
Fund	Beginning Account Value		Ending Account Value		Annual Expense Ratio			Expenses Paid During Period
Tax-Free Virginia		$1,000		$1,020.92		0.85	%		$4.33
Tax-Free National		1,000		1,020.92		0.85	%		4.33
High Quality Bond		1,000		1,022.74		0.49	%		2.50
Core Bond		1,000		1,021.93		0.65	%		3.31
Corporate Bond		1,000		1,021.93		0.65	%		3.31
High Income		1,000		1,021.42		0.75	%		3.82
Covered Call & Equity Income		1,000		1,020.16		1.00	%		5.09
Dividend Income		1,000		1,020.42		0.95	%		4.84
Large Cap Value		1,000		1,020.62		0.91	%		4.63
Investors		1,000		1,020.42		0.95	%		4.84
Large Cap Growth		1,000		1,020.42		0.95	%		4.84
Mid Cap		1,000		1,019.41		1.15	%		5.85
Small Cap		1,000		1,018.90		1.25	%		6.36
NorthRoad International		1,000		1,019.41		1.15	%		5.85
International Stock		1,000		1,018.40		1.35	%		6.87
Hansberger International Growth		1,000		1,019.36		1.16	%		5.90
		CLASS R6
Fund	Beginning Account Value		Ending Account Value		Annual Expense Ratio			Expenses Paid During Period
Core Bond		$1,000		$1,022.58		0.52	%		$2.65
Covered Call & Equity Income		1,000		1,020.82		0.87	%		4.43
Investors		1,000		1,021.48		0.74	%		3.77
Mid Cap		1,000		1,021.32		0.77	%		3.92
NorthRoad International		1,000		1,021.07		0.82	%		4.18
Target Retirement 2020*		1,000		1,023.69		0.30	%		1.53
Target Retirement 2030*		1,000		1,023.69		0.30	%		1.53
Target Retirement 2040*		1,000		1,023.69		0.30	%		1.53
Target Retirement 2050*		1,000		1,023.69		0.30	%		1.53
		CLASS I
Fund	Beginning Account Value		Ending Account Value		Annual Expense Ratio			Expenses Paid During Period
Hansberger International Growth		$1,000		$1,020.11		1.01	%		$5.14

*The annual expense ratio does not include the expenses of the underlying funds.

85

Madison Funds | Other Information (unaudited) - concluded | October 31, 2015

Please note that the expenses shown in both tables are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), or redemption fees. The information provided in the hypothetical example table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

AVAILABILITY OF QUARTERLY PORTFOLIO SCHEDULES

The funds file their complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Form N-Q is available to shareholders at no cost by calling 1-800-877-6089 or on the SEC’s website at www.sec.gov. Form N-Q may also be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. More information on the operation of the Public Reference Room may be obtained by calling 1-202-551-8090.

PROXY VOTING POLICIES, PROCEDURES AND RECORDS

A description of the policies and procedures used by the Funds to vote proxies related to portfolio securities is available to shareholders at no cost on the Funds’ website at www.membersfunds.com or by calling 1-800-877-6089. The proxy voting records for the Funds for the most recent twelve-month period ended June 30 are available to shareholders at no cost on the SEC’s website at www.sec.gov.

FORWARD-LOOKING STATEMENT DISCLOSURE

One of our most important responsibilities as investment company managers is to communicate with shareholders in an open and direct manner. Some of our comments in our letters to shareholders are based on current management expectations and are considered “forward-looking statements.” Actual future results, however, may prove to be different from our expectations. You can identify forward-looking statements by words such as “estimate,” “may,” “will,” “expect,” “believe,” “plan” and other similar terms. We cannot promise future returns. Our opinions are a reflection of our best judgment at the time this report is compiled, and we disclaim any obligation to update or alter forward-looking statements as a result of new information, future events, or otherwise.

TAX INFORMATION

Foreign Tax Credits: The Funds expect to make an election under Internal Revenue Code Section 853 to pass through foreign taxes paid by the Funds to their shareholders. For the year ended October 31, 2015, the following Funds intend to pass through foreign tax credits and have derived gross income from foreign countries amounting to:

Fund	Foreign Tax Credit Pass-Through		Foreign Source Income
NorthRoad International		$58,209		$1,416,296
International Stock		92,933		1,040,474
Hansberger International Growth		71,222		1,193,869

Complete information regarding the Funds’ foreign tax credit pass through to shareholders for 2015 will be reported in conjunction with Form 1099-DIV.

Corporate Dividends Received Deduction: For the taxable year ended October 31, 2015, the following percentage of income dividends paid by the Funds qualify for the dividends received deduction available to corporations:

Fund	Percentage	Fund	Percentage
Conservative Allocation	14.02%	Investors	38.36%
Moderate Allocation	25.37%	Large Cap Growth	100.00%
Aggressive Allocation	38.40%	Small Cap	100.00%
Diversified Income	92.87%	Target Retirement 2020	18.23%
Covered Call Equity Income	14.02%	Target Retirement 2320	33.08%
Dividend Income	100.00%	Target Retirement 2040	32.55%
Large Cap Value	100.00%	Target Retirement 2050	33.73%

Qualified Dividend Income: For the taxable year ended October 31, 2015, the Funds hereby designate the maximum amount of dividends allowable pursuant to the Internal Revenue Code, as qualified dividend income (“QDI”) eligible for reduced tax rates (the rates range from 5% to 15% depending upon individual’s tax bracket). Complete information regarding each Fund’s income distributions paid during the calendar year 2015, including the portion, if any, which qualify as QDI, will be reported in conjunction with Form 1099-DIV.

Fund	Amount	Fund	Amount
Conservative Allocation	$   334,975	Small Cap	$    180,272
Moderate Allocation	669,435	NorthRoad International	856,002
Aggressive Allocation	391,415	International Stock	444,646
Diversified Income	2,172,807	Hansberger International Growth	416,026
Covered Call & Equity Income	925,546	Madison Target Retirement 2020	343,022
Dividend Income	362,113	Madison Target Retirement 2030	762,516
Large Cap Value	1,202,093	Madison Target Retirement 2040	601,617
Investors	1,965,594	Madison Target Retirement 2050	263,763
Large Cap Growth	1,259,949

86

Madison Funds | October 31, 2015

Trustees and Officers

The address of each Trustee and officer is 550 Science Drive, Madison, Wisconsin 3711, except for Mr. Mason for whom it is 8777 N. Gainey Center Drive, #220, Scottsdale, Arizona 85258. The Statement of Additional Information, which includes additional information about the trustees and officers, is available at no cost on the Funds’ website at www.madisonfunds.com or by calling 1-800-877-6089.

Interested Trustees and Officers
Name and Year of Birth	Position(s) and Length of Time Served	Principal Occupation(s) During Past Five Years	Portfolios Overseen in Fund Complex by Director/Trustee1	Other Directorships Held by Director/Trustee During Past Five Years
Katherine L. Frank2 1960	Trustee and President, 2009 - Present	Madison Investment Holdings, Inc. (“MIH”) (affiliated investment advisory firm of the Adviser), Executive Director and Chief Operating Officer, 2010 - Present; Managing Director and Vice President, 1986 - 2010 Madison Asset Management, LLC (“Madison”), Executive Director and Chief Operating Officer, 2010 - Present; Vice President, 2004 - 2010 Madison Investment Advisors, LLC (“MIA”) (affiliated investment advisory firm of the Adviser), Executive Director and Chief Operating Officer, 2010 - Present; President, 1996 - 2010 Madison Strategic Sector Premium Fund (closed-end fund), President, 2005 - Present; Ultra Series Fund (16) (mutual funds), President, 2009 - Present; Madison Covered Call & Equity Strategy Fund (closed end fund), President, December 2012 - Present	42	Madison Strategic Sector Premium Fund, 2005 - Present; Ultra Series Fund (16), 2009 - Present
Jay R. Sekelsky 1959	Vice President, 2009 - Present	MIH, Executive Director and Chief Investment Officer, 2010 - Present; Managing Director and Vice President, 1990 - 2010 Madison, Executive Director and Chief Investment Officer, 2010 - Present MIA, Executive Director and Chief Investment Officer, 2010 - Present; Vice President, 1996 - 2010 Madison Strategic Sector Premium Fund, Vice President, 2005 - Present; Ultra Series Fund (16), Vice President, 2009 - Present; Madison Covered Call & Equity Strategy Fund, Vice President, December 2012 - Present	N/A	N/A
Paul Lefurgey 1964	Vice President, 2009 - Present	MIH, Managing Director and Head of Fixed Income Investments, 2005 - Present; Madison and MIA, Managing Director and Head of Fixed Income Investments, 2010 - Present MEMBERS Capital Advisors, Inc. (“MCA”) (investment advisory firm), Madison, WI, Vice President, 2003 - 2005 Madison Strategic Sector Premium Fund, Vice President, 2010 - Present; Ultra Series Fund (16), Vice President, 2009 - Present; Madison Covered Call & Equity Strategy Fund, Vice President, December 2012 - Present	N/A	N/A
Greg D. Hoppe 1969	Treasurer, 2009 - Present	MIH, MIA and Madison, Vice President, 1999 - Present; Madison, Vice President, 2009 - Present Madison Strategic Sector Premium Fund, Treasurer, 2009 - Present; Chief Financial Officer, 2005 - 2009; Ultra Series Fund (16), Treasurer, 2009 - Present; Madison Covered Call & Equity Strategy Fund, Treasurer, December 2012 - Present	N/A	N/A
Holly S. Baggot 1960	Secretary, 1999 - Present Assistant Treasurer, 1999 - 2007; 2009 - Present	MIH, MIA and Madison, Vice President, 2010 - Present; Madison, Vice President, 2009 - Present; MFD Distributor, LLC (“MFD”) (an affiliated brokerage firm of Madison), Vice President, 2012 - Present MCA, Director-Mutual Funds, 2008-2009; Director-Mutual Fund Operations, 2006-2008; Operations Officer-Mutual Funds, 2005-2006; Senior Manager-Product & Fund Operations, 2001-2005 Madison Strategic Sector Premium Fund, Secretary and Assistant Treasurer, 2010 - Present; Ultra Series Fund (16), Secretary, 1999 - Present and Treasurer, 2008-2009 and Assistant Treasurer, 1997-2007 and 2009 - Present; Madison Covered Call & Equity Strategy Fund, Secretary and Assistant Treasurer, December 2012 - Present	N/A	N/A
Lisa R. Lange 1969	Chief Compliance Officer, Chief Legal Officer and Assistant Secretary, April 2015 - Present	MIH, MIA and Madison, Chief Compliance Officer and Chief Legal Officer, April 2015-Present NorthRoad Capital Management LLC (“NorthRoad”) (an affiliated investment advisory firm of Madison), Chief Compliance Officer and Chief Legal Officer April 2015 - Present Madison Strategic Sector Premium Fund, Chief Compliance Officer, Chief Legal Officer and Assistant Secretary, April 2015 - Present Madison Covered Call & Equity Strategy Fund, Chief Compliance Officer, Chief Legal Officer and Assistant Secretary April 2015 - Present Ultra Series Fund (16), Chief Compliance Officer, Chief Legal Officer and Assistant Secretary, April 2015 - Present Whyte Hirschboeck Dudek S.C. (law firm), Shareholder, 2003-2015	N/A	N/A
1 As of the date of this report, the fund complex consists of Madison Funds with 25 portfolios, the Ultra Series Fund with 16 portfolios, the Madison Strategic Sector Premium Fund (a closed-end fund) and the Madison Covered Call & Equity Strategy Fund (closed end fund) (“MCN”), for a grand total of 43 separate portfolios in the fund complex. Not every Trustee is a member of the Board of Trustees of every fund in the fund complex, as noted above. References to the “Fund Complex” in the following tables have the meaning disclosed in this paragraph.
2 “Interested person” as defined in the 1940 Act. Considered an interested Trustee because of the position held with the investment adviser of Madison Funds.

87

Madison Funds | Trustees and Officers - concluded | October 31, 2015

Independent Trustees
Name and Year of Birth	Position(s) and Length of Time Served1	Principal Occupation(s) During Past Five Years	Portfolios Overseen in Fund Complex2	Other Directorships Held by Director/Trustee During Past Five Years
Philip E. Blake 1944	Trustee, 2009 - Present	Retired Investor Lee Enterprises, Inc. (news and advertising publisher), Madison, WI, Vice President, 1998 - 2001 Madison Newspapers, Inc., Madison, WI, President and Chief Executive Officer, 1993 - 2000	43	Edgewood College, 2003 - Present; Chairman of the Board, 2010 - 2012 Nerites Corporation (technology company), 2004 - Dec. 2013 Madison Strategic Sector Premium Fund, 2005 - Present; Ultra Series Fund (16), 2009 - Present; Madison Covered Call & Equity Strategy Fund, December 2012 - Present
James R. Imhoff, Jr. 1944	Trustee, 2009 - Present	First Weber Group (real estate brokers), Madison, WI, Chief Executive Officer, 1996 - Present	43	Park Bank, 1978 - Present Madison Strategic Sector Premium Fund, 2005 - Present; Madison Covered Call & Equity Strategy Fund, 2005 - Present; Ultra Series Fund (16), 2009 - Present
Steven P. Riege 1954	Trustee, 2005 - Present	Ovation Leadership (management consulting), Milwaukee, WI, Owner/President, 2001 - Present Robert W. Baird & Company (financial services), Milwaukee, WI, Senior Vice President-Marketing and Vice President-Human Resources, 1986 - 2001	43	Forward Service Corporation (employment training non-profit), 2010- Present Stanek Tool Corp., 1990 - Present Ultra Series Fund (16), 2005 - Present Madison Strategic Sector Premium Fund, 2014 - Present Madison Covered Call & Equity Strategy Fund, 2015 - Present
Richard E. Struthers 1952	Trustee, 2004 - Present	Clearwater Capital Management (investment advisory firm), Minneapolis, MN, Chair and Chief Executive Officer, 1998 - Present Park Nicollet Health Services, Minneapolis, MN, Chairman, Finance and Investment Committee, 2006 - 2012 IAI Mutual Funds, Minneapolis, MN, President and Director, 1992-1997	41	Park Nicolet Health Services, 2001 - 2012 HealthPartners, 2013 - Present Ultra Series Fund (16), 2004 - Present

¹ Independent Trustees serve in such capacity until reaching the age of 76, unless retirement is waived by unanimous vote of the remaining Trustees on an annual basis.

² As of the date of this report, the fund complex consists of Madison Funds with 25 portfolios, the Ultra Series Fund with 16 portfolios, the Madison Strategic Sector Premium Fund (a closed-end fund) and the Madison Covered Call & Equity Strategy Fund (closed end fund) (“MCN”), for a grand total of 43 separate portfolios in the fund complex. Not every Trustee is a member of the Board of Trustees of every fund in the fund complex, as noted above. References to the “Fund Complex” in the preceding tables have the meaning disclosed in this paragraph.

88

	Presorted Standard    U.S. POSTAGE PAID Louisville, KY Permit No. 1051
Madison Funds Post Office Box 8390 Boston, MA 02266-8390 1 (800) 877-6089 www.madisonfunds.com SEC File Number: 811-08261

4460-P1053
Rev. 1015

Item 2. Code of Ethics.

(a) The Trust has adopted a code of ethics that applies to the Trust’s principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions, regardless of whether these individuals are employed by the Trust or a third party.

(c) The Code was amended during the fiscal year, however, none of the changes are material to the Trust. The amendments do apply to the Trust’s principal executive officer and principal financial officer, as employees of the Adviser’s parent company. Such amendments include the addition of an excessive trading policy, certain clarifications to the private placement preclearance and ETF policies, the implementation of a de minimis exception for personal investment activity of employees and several non-substantive updates and corrections.

(d) The Trust granted no waivers from the code during the period covered by this report.

(f) Any person may obtain a complete copy of the code without charge by calling the Adviser at 800-767-0300 and requesting a copy of “the Madison Funds Sarbanes Oxley Code of Ethics.”

Item 3. Audit Committee Financial Expert.

In July 2015, James Imhoff, an “independent” Trustee and a member of the Trust’s audit committee, was appointed to continue to serve as the Trust’s audit committee financial expert among the five independent Trustees who so qualify to serve in that capacity.

Item 4. Principal Accountant Fees and Services.

(a) Audit Fees. Total audit fees paid (or to be paid) to the registrant’s principal accountant for the fiscal years ended October 31, 2015 and 2014, respectively were $204,000 ($512,000 including the Ultra Series Fund, the Madison Strategic Sector Premium Fund and the Madison Covered Call & Equity Strategy Fund, all affiliated investment companies “together, the “Affiliated Funds”) and $199,500 ($502,000 including the Affiliated Funds).

(b) Audit-Related Fees. For the fiscal years ended October 31, 2015 and October 31, 2014, the aggregate fees for professional services rendered by Deloitte & Touche for assurance and related services by such firm that were reasonably related to the performance of the audit of the Trust’s annual financial statements other than those referenced in paragraph (a) above, totaled $0 and $31,292, respectively.

(c) Tax-Fees. The Audit Committee has pre-approved, as required by Rule 2-01(c)(7)(i)(C) of Regulation S-X, 100% of the services described in this Item 4(b) through (d), which such services are described above.

For the fiscal years ended October 31, 2015 and October 31, 2014, the aggregate fees for professional services rendered by Deloitte & Touche for tax compliance, tax advice and tax planning for such fiscal years, totaled $106,517 and $64,350, respectively.

In the scope of services comprising the fees disclosed under this Item 4(c) were the following services:

-Review and sign as signature preparer for U.S. Income Tax Return for Regulated Investment Companies, Form 1120-RIC and the Return of Excise Tax on Undistributed Income of Regulated Investment Companies, Form 8613.

(d) All Other Fees. None.

(e) (1) Before any accountant is engaged by the registrant to render audit or non-audit services, the engagement must be approved by the audit committee as contemplated by paragraph (c)(7)(i)(A) of Rule 2-01of Regulation S-X.

(2) The Audit Committee has pre-approved, as required by Rule 2-01(c)(7)(i)(C) of Regulation S-X, 100% of the services described in this Item 4(b) through (d), which such services are described above.

(f) None.

(g) None.

(h) None.

Item 5. Audit Committee of Listed Registrants.

Not applicable.

Item 6. Schedule of Investments

Schedule included as part of the report to shareholders filed under Item 1 of this Form.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable.

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

Not applicable.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders.

The Trust does not normally hold shareholder meetings. There have been no changes to the Trust’s procedures during the period covered by this report.

Item 11. Controls and Procedures.

(a) The Trust’s principal executive officer and principal financial officer determined that the Trust’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “Act”)) are effective, based on their evaluation of these controls and procedures required by Rule 30a-3(b) under the Act and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934 within 90 days of the date of this report. There were no significant changes in the Trust’s internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation. The officers identified no significant deficiencies or material weaknesses.

(b) There were no changes in the Trust’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Trust’s internal control over financial reporting.

Item 12. Exhibits.

(a)(1) Code of ethics - See Item 2.

(a)(2) Certifications of principal executive and principal financial officers as required by Rule 30a-2(a) under the Act.

(b) Certification of principal executive and principal financial officers as required by Rule 30a-2(b) under the Act.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

Madison Funds

/s/ Lisa R. Lange

Lisa R. Lange, Chief Legal Officer and Chief Compliance Officer

Date: December 29, 2015

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

/s/ Katherine L. Frank

Katherine L. Frank, Principal Executive Officer

Date: December 29, 2015

/s/ Greg Hoppe

Greg Hoppe, Principal Financial Officer

Date: December 29, 2015

EX-99.CERT

Form N-CSR Certifications

I, Greg Hoppe, certify that:

1. I have reviewed this report on Form N-CSR of Madison Funds;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly represent in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: December 29, 2015

/s/  Greg Hoppe

Greg Hoppe
Principal Financial Officer

I, Katherine L. Frank, certify that:

1. I have reviewed this report on Form N-CSR of Madison Funds;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly represent in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal half-year (the registrant’s second fiscal half-year in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: December 29, 2015

/s/  Katherine L. Frank

Katherine L. Frank
Principal Executive Officer

EX-99.906 CERT

Certification under Section 906 of Sarbanes Oxley (18 USC 1350)

Madison Funds
Annual Report dated October 31, 2015

The undersigned certify that this periodic report containing the financial statements fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C 78m or 78o(d)) and the information contained in this periodic report fairly presents, in all material respects, the financial condition and results of operations of the issuer.

/s/  Katherine L. Frank	/s/  Greg Hoppe
Katherine L. Frank	Greg Hoppe
Principal Executive Officer	Principal Accounting Officer

Dated this 29th day of December, 2015

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Madison Funds and will be retained by Madison Funds and furnished to the SEC or its staff upon request.