N-CSRS

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM N-CSRS
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-4815

Ultra Series Fund
(Exact name of registrant as specified in charter)
550 Science Drive, Madison, WI 53711
(Address of principal executive offices)(Zip code)

Lisa R. Lange
Madison Legal and Compliance Department
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: December 31

Date of reporting period: June 30, 2015

Form N-CSRS 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-CSRS in its regulatory, disclosure review, inspection, and policymaking roles.

A registrant is required to disclose the information specified by Form N-CSRS, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSRS 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, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. s 3507.

S E M I A N N U A L   R E P O R T
	For Period Ended June 30, 2015
	This booklet contains the semiannual report for the Ultra Series Fund in which each of the CMFG Variable Annuity Account and CMFG Variable Life Insurance Account invests: Conservative Allocation, Moderate Allocation, Aggressive Allocation, Money Market, Core Bond, High Income, Diversified Income, Large Cap Value, Large Cap Growth, Mid Cap, Small Cap, and International Stock Funds, each a series of the Ultra Series Fund. MEMBERS® Variable Annuity MEMBERS® Variable Annuity II MEMBERS® Choice Variable Annuity MEMBERS® Variable Annuity III MEMBERS® Variable Universal Life MEMBERS® Variable Universal Life II Distributed by: CUNA Brokerage Services, Inc. Office of Supervisory Jurisdiction 2000 Heritage Way Waverly, IA 50677 Member FINRA & SIPC Telephone: (319) 352-4090 (800) 798-5500
	This material is for reporting purposes only and shall not be used in connection with a solicitation, offer or any proposed sale or purchase of securities unless preceded or accompanied by a prospectus.
Move confidently into the futureTM

SEMIANNUAL REPORT

To reduce service expenses, CMFG Life Insurance Company may send only one copy of this booklet per household, regardless of the number of owners at the household. However, any owner may obtain additional copies of this booklet upon request to CMFG Life Insurance Company.

If you have questions, please call CMFG Life Insurance Company at 1.800.798.5500.

As with all variable annuity contracts, variable life insurance policies and mutual funds, the Securities and Exchange Commission (“SEC”) has not approved or disapproved of these securities, nor does the SEC guarantee the accuracy or adequacy of any prospectus. Any statement to the contrary is a criminal offense.

Ultra Series Fund | June 30, 2015

Table of Contents

	Page
Economic Overview and Market Outlook	2
Review of Period
Allocation Funds Summary	2
Conservative Allocation Fund	2
Moderate Allocation Fund	3
Aggressive Allocation Fund	3
Money Market Fund	4
Core Bond Fund	4
High Income Fund	4
Diversified Income Fund	5
Large Cap Value Fund	5
Large Cap Growth Fund	6
Mid Cap Fund	6
Small Cap Fund	7
International Stock Fund	7
Benchmark Descriptions	8
Portfolios of Investments
Conservative Allocation Fund	10
Moderate Allocation Fund	11
Aggressive Allocation Fund	12
Money Market Fund	13
Core Bond Fund	14
High Income Fund	18
Diversified Income Fund	20
Large Cap Value Fund	24
Large Cap Growth Fund	25
Mid Cap Fund	26
Small Cap Fund	27
International Stock Fund	29
Financial Statements
Statements of Assets and Liabilities	30
Statements of Operations	32
Statements of Changes in Net Assets	34
Financial Highlights	38
Notes to Financial Statements	50
Other Information	65

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 Ultra Series Fund, including charges and expenses, request a prospectus from your financial advisor or from CMFG Life Insurance Company, 2000 Heritage Way, Waverly, IA 50677.

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 Ultra Series Fund performance information, please call 1-800-670-3600. 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.

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Ultra Series Fund  |  June 30, 2015

Economic Overview and Market Outlook

For the six-month period ended June 30, 2015, the S&P 500^® Index tallied a 1.23% gain even with the late June downturn fueled by the uncertainty in Greece as it tried to negotiate a solution to its debt woes. Despite this, foreign markets, which had been struggling in 2014, saw an upswing of 5.52% according to the broad international index, MSCI EAFE (net). Bond investors experienced increased volatility during the second quarter as interest rates trended higher and world events played out. Yields rose as Federal Reserve remarks (supported by positive U.S. economic developments) reaffirmed their intention to raise short-term rates in the not so distant future. The Barclays U.S. Aggregate Bond Index fell 0.10% during the period.

Looking forward, we believe market volatility will increase as we edge closer to the start of a rising interest rate cycle. Elevated asset levels remain a concern, especially as earnings growth estimates are now falling to near-zero, driven in part by the strong U.S. dollar (resulting in fewer exports), slower global growth and weaker results in the Energy sector. While growth appears to be materializing in Europe, issues around the solidarity of the euro along with increasing friction with Russia may prolong the weakness.

As we navigate these shifting economic conditions we believe in a long-term investment approach. The common thread throughout the Ultra Series Funds is high-conviction, high active-share fund management. Our goal is to provide superior long-term returns while striving to manage risk and capital loss.

Review of Period (unaudited)

ALLOCATION FUNDS SUMMARY

The Ultra Series 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.

CONSERVATIVE ALLOCATION FUND

INVESTMENT STRATEGY HIGHLIGHTS

Under normal circumstances, the Ultra Series 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);

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• 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

The Ultra Series Conservative Allocation Fund (Class I) returned 0.66% for the period, underperforming the Conservative Allocation Fund Custom Index return of 0.84%. The Fund however, outperformed its peers as measured by the Morningstar Conservative Allocation Category, which advanced 0.60%.

PORTFOLIO ALLOCATION AS A PERCENTAGE OF NET ASSETS
AS OF 6/30/15
Bond Funds	60.8	%
Stock Funds	27.4	%
Foreign Stock Funds	8.7	%
Alternative Funds	2.0	%
Money Market Funds and Other Net Assets	1.1	%

MODERATE ALLOCATION FUND

INVESTMENT STRATEGY HIGHLIGHTS

Under normal circumstances, the Ultra Series 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

The Ultra Series Moderate Allocation Fund (Class I) returned 1.08% for the period, while its blended benchmark, the Moderate Allocation Fund Custom Index, returned 1.47%. The Fund also lagged its Morningstar peer group as the Moderate Allocation Category returned an average of 1.22%.

PORTFOLIO ALLOCATION AS A PERCENTAGE OF NET ASSETS
AS OF 6/30/15
Alternative Funds	1.8	%
Stock Funds	46.6	%
Bond Funds	35.8	%
Foreign Stock Funds	14.9	%
Money Market Funds and Other Net Assets	0.9	%

AGGRESSIVE ALLOCATION FUND

INVESTMENT STRATEGY HIGHLIGHTS

Under normal circumstances, the Ultra Series 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

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

PERFORMANCE DISCUSSION

The Ultra Series Aggressive Allocation Fund (Class I) returned 1.41% for the period, outperforming its blended benchmark, the Aggressive Allocation Fund Custom Index, which returned 1.23%. The Fund underperformed its Morningstar Aggressive Allocation Category peer group, which averaged a 1.95% return.

PORTFOLIO ALLOCATION AS A PERCENTAGE OF NET ASSETS
AS OF 6/30/15
Stock Funds	60.5	%
Foreign Stock Funds	21.7	%
Bond Funds	15.1	%
Alternative Funds	1.7	%
Money Market Funds and Other Net Assets	1.0	%

MONEY MARKET FUND

INVESTMENT STRATEGY HIGHLIGHTS

The Ultra Series Money Market 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 multinational 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 DESCRIPTION

With the Federal Reserve continuing to pin short-term rates at near zero, management maintained its fee waivers to preserve investment capital. However, no dividends were produced over the course of this six-month period.

PORTFOLIO ALLOCATION AS A PERCENTAGE OF NET ASSETS
AS OF 6/30/15
Fannie Mae	28.6	%
Federal Home Loan Bank	24.4	%
Freddie Mac	19.5	%
U.S. Treasury Notes	11.8	%
Federal Farm Credit Bank	9.8	%
Cash and Other Net Assets	5.9	%

CORE BOND FUND

INVESTMENT STRATEGY HIGHLIGHTS

Under normal circumstances, the Ultra Series 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 also strives to add incremental return in the portfolio by making strategic decisions relating 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 DESCRIPTION

The Ultra Series Core Bond Fund (Class I) declined 0.13% for the period, moderately trailing the Fund’s benchmark, the Barclays U.S. Aggregate Bond Index, which declined 0.10%, and the Bank of America Merrill Lynch U.S. Corporate Government and Mortgage Index, which declined 0.09%. The Morningstar Intermediate-Term Bond peer group gained 0.01% for the period.

PORTFOLIO ALLOCATION AS A PERCENTAGE OF NET ASSETS
AS OF 6/30/15
U.S. Government and Agency Obligations	38.9	%
Corporate Notes and Bonds	30.8	%
Mortgage Backed Securities	23.5	%
Municipal Bonds	2.3	%
Asset Backed Securities	1.9	%
Commercial Mortgage-Backed Securities	1.3	%
Short-Term Investments and Other Net Assets and Liabilities	1.3	%

HIGH INCOME FUND

INVESTMENT STRATEGY HIGHLIGHTS

The Ultra Series 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 the economic outlook. Under normal market conditions, the Fund invests at least 80% of its net assets in bonds rated lower than investment grade

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(BBB/Baa) and their unrated equivalents or other high-yielding securities.

PERFORMANCE DISCUSSION

The Ultra Series High Income Fund (Class I) returned 3.26% during the period, beating the Bank of America Merrill Lynch U.S. High Yield Master II Constrained Index’s 2.49% return. The Fund also outperformed its Morningstar High Yield Bond category peer group, which returned 2.40%.

PORTFOLIO ALLOCATION AS A PERCENTAGE OF NET ASSETS
AS OF 6/30/15
Consumer Discretionary	24.1	%
Consumer Staples	3.3	%
Energy	8.8	%
Financials	2.7	%
Health Care	11.1	%
Industrials	16.9	%
Information Technology	5.5	%
Materials	9.4	%
Telecommunication Services	5.8	%
Utilities	8.3	%
Short-Term Investments and Other Net Assets and Liabilities	4.1	%

DIVERSIFIED INCOME FUND

INVESTMENT STRATEGY HIGHLIGHTS

The Ultra Series 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; however, under normal market conditions, the Fund’s portfolio managers generally attempt to target a 40% bond and 60% stock investment allocation. Nevertheless, bonds (including investment grade, high yield and mortgage- or asset-backed) may constitute up to 80% of the Fund’s assets, stocks (including common stocks, preferred stocks and convertible bonds) may constitute up to 70% of the Fund’s assets, real estate securities may constitute up to 25% of the Fund’s assets, foreign (including emerging market) stocks and bonds may constitute up to 25% of the Fund’s assets, and money market instruments may constitute up to 25% of the Fund’s assets. Although the Fund is permitted to invest up to 80% of its assets in lower credit quality bonds, under normal circumstances, the Fund intends to limit the investment in lower credit quality bonds to less than 50% of the Fund’s assets. The balance between the two strategies of the Fund (fixed income and equity investing) is determined after reviewing the risks associated with each type of investment, with the goal of meaningful risk reduction as market conditions demand.

PERFORMANCE DISCUSSIONS

The Ultra Series Diversified Income Fund (Class I) declined 1.42% for the period, trailing its blended index (50% Bank of America Merrill Lynch U.S. Corporate, Government and Mortgage Index and 50% S&P 500^®) which returned 0.67%. The Fund’s designated Morningstar peer group, the Moderate Allocation category, averaged a 1.22% return for the period.

PORTFOLIO ALLOCATION AS A PERCENTAGE OF NET ASSETS
AS OF 6/30/15
Common Stocks	53.2	%
U.S. Government and Agency Obligations	16.8	%
Corporate Notes and Bonds	14.5	%
Mortgage Backed-Securities	10.2	%
Asset Backed Securities	1.5	%
Municipal Bonds	1.5	%
Commercial Mortgage Backed Securities	0.5	%
Short-Term Investments and Other Net Assets and Liabilities	1.8	%

LARGE CAP VALUE FUND

INVESTMENT STRATEGY HIGHLIGHTS

The Ultra Series Large Cap Value Fund will, under normal market conditions, maintain at least 80% of its net assets 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.

PERFORMANCE DISCUSSIONS

The Ultra Series Large Cap Value Fund (Class I) declined 1.24% for the period, trailing its benchmark, the Russell

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1000^® Value Index, which declined 0.61%. The Fund also lagged its Morningstar peer group, Large Cap Value category, which showed a 0.06% return.

SECTOR ALLOCATION AS A PERCENTAGE OF NET ASSETS
AS OF 6/30/15
		Russell 1000®
	Fund	Value Index
Consumer Discretionary	10.2%	5.5%
Consumer Staples	7.9%	6.7%
Energy	9.8%	14.0%
Financials†	30.1%	29.6%
Health Care	16.3%	11.8%
Industrials	11.9%	10.2%
Information Technology	5.5%	10.8%
Materials	0.9%	3.1%
Telecommunication Services	1.1%	2.5%
Utilities	2.3%	5.8%
Short-Term Investments and Other Net Assets and Liabilities	4.0%	–

†Financials includes securities in the following industries: Capital Markets; Commercial Banks; Consumer Finance, Insurance; and Real Estate Management & Development

LARGE CAP GROWTH FUND

INVESTMENT STRATEGY HIGHLIGHTS

The Ultra Series 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.

PERFORMANCE DISCUSSION

The Ultra Series Large Cap Growth Fund (Class I) returned 2.32% for the period, trailing its benchmark, the Russell 1000^® Growth Index, which was up 3.96%. The Fund underperformed its peer group, Morningstar Large Growth category, which averaged a return of 4.02% over the same period.

SECTOR ALLOCATION AS A PERCENTAGE OF NET ASSETS
AS OF 6/30/15
		Russell 1000®
	Fund	Growth Index
Consumer Discretionary	20.6%	21.0%
Consumer Staples	7.1%	10.5%
Energy	5.1%	1.0%
Financials	2.6%	5.6%
Health Care	18.3%	18.2%
Industrials	14.5%	11.1%
Information Technology†	27.2%	26.8%
Materials	0.0%	3.9%
Telecommunication Services	1.9%	1.8%
Utilities	–	0.1%
Short-Term Investments and Other Net Assets and Liabilities	2.7%	–

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

MID CAP FUND

INVESTMENT STRATEGY HIGHLIGHTS

The Ultra Series Mid Cap Fund generally invests in common stocks of midsize companies and will, under normal market conditions, maintain at least 80% of its net assets in 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 valuations. As a result, stocks of issuers that are believed to have a blend of both value and growth potential will be selected for investment.

PERFORMANCE DISCUSSION

The Ultra Series Mid Cap Fund (Class I) returned 2.05% for the period, underperforming its benchmark, the Russell Midcap^® Index, with a 2.35% return. The Fund trailed its peer group, the Morningstar Mid-Cap Growth category, whose average return was 5.88%.

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SECTOR ALLOCATION AS A PERCENTAGE OF NET ASSETS
AS OF 6/30/15
		Russell
	Fund	Midcap® Index
Consumer Discretionary*	25.1%	16.6%
Consumer Staples	1.0%	5.6%
Energy	4.4%	5.4%
Financials†	25.5%	22.0%
Health Care	8.9%	10.5%
Industrials	19.9%	12.8%
Information Technology	7.7%	14.1%
Materials	3.5%	6.2%
Telecommunication Services	–	1.0%
Utilities	–	5.8%
Short-Term Investments and Other Net Assets and Liabilities	4.0%	–

*Consumer Discretionary includes securities in the following industries: Media and Specialty Retail.

†Financials includes securities in the following industries: Commercial Banks; Insurance; and Real Estate Management & Development.

SMALL CAP FUND

INVESTMENT STRATEGY HIGHLIGHTS

The Ultra Series 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 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 that 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

The Ultra Series Small Cap Fund (Class I) returned 5.22% for the period, outperforming both the Russell 2000^® Index’s 4.75% and the Russell 2000^® Value Index’s 0.76% return. The Fund also outperformed its peer group average, as the Morningstar Small Blend category averaged a return of 3.50%.

SECTOR ALLOCATION AS A PERCENTAGE OF NET ASSETS
AS OF 6/30/15
		Russell 2000®
	Fund	Index
Consumer Discretionary	8.7%	14.6%
Consumer Staples	2.8%	3.2%
Energy	6.8%	3.9%
Financials	20.1%	24.2%
Health Care	12.0%	16.0%
Industrials†	25.8%	12.8%
Information Technology	9.6%	17.2%
Materials	5.4%	4.0%
Telecommunication Services	–	0.8%
Utilities	2.5%	3.3%
Short-Term Investments and Other Net Assets and Liabilities	6.3%	–

†Industrials includes securities in the following industries: Aerospace & Defense; Air Freight & Logistics, Commercial Services & Supplies; Construction & Engineering; Machinery; Professional Services; and Trading Companies & Distributors.

INTERNATIONAL STOCK FUND

INVESTMENT STRATEGY HIGHLIGHTS

The Ultra Series 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 cap 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.

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PERFORMANCE DISCUSSION

The Ultra Series International Stock Fund (Class I) returned 6.56% for the period, leading the 5.52% return of the MSCI EAFE Index (net). The Fund also outperformed its peer group, with the Morningstar Foreign Large Blend Category averaging a 5.89% return.

GEOGRAPHICAL ALLOCATION AS A PERCENTAGE OF NET ASSETS
AS OF 6/30/15
Europe (excluding United Kingdom)	45.7	%
United Kingdom	30.1	%
Japan	10.0	%
Pacific Basin	5.8	%
Emerging Markets	2.3	%
Middle East	1.9	%
Short-Term Investments and Other Net Assets and Liabilities	4.2	%

BENCHMARK DESCRIPTIONS

ALLOCATION FUND CUSTOM 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. See market index descriptions below.

HYBRID FUND CUSTOM INDEXES*

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

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

MARKET INDEXES

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. 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 MSCI ACWI ex-USA (net) 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 (net) 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.

The Russell 1000^® Index is a large-cap market index which measures the performance of the 1,000 largest companies in the Russell 3000^® Index (see definition below).

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.

8

Ultra Series Fund  | Review of Period (unaudited) - concluded  |  June 30, 2015

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 (see definition below.)

The Russell 3000^® Index measures the performance of the 3,000 largest U.S. companies based on total market capitalization, which represents 98% of the investable U.S. equity market.

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.

© 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.

Past performance is no guarantee of future results.

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.

9

Ultra Series Fund | June 30, 2015

Conservative Allocation Fund Portfolio of Investments (unaudited)

	Shares	Value (Note 2)
INVESTMENT COMPANIES - 100.0%
Alternative Funds - 2.0%
SPDR Gold Shares*	31,606	$	3,551,566
Bond Funds - 60.8%
iShares 7-10 Year Treasury Bond ETF	64,717		6,795,932
iShares TIPS Bond Fund ETF	32,852		3,681,067
Madison Core Bond Fund Class Y (A)	3,967,035		39,868,705
Madison Corporate Bond Fund Class Y (A)	1,326,151		15,012,032
Madison High Quality Bond Fund Class Y (A)	457,724		5,034,960
Metropolitan West Total Return Bond Fund Class I	2,588,276		27,979,266
SPDR Barclays Short-Term High Yield Bond ETF	311,268		8,998,758
			107,370,720
Foreign Stock Funds - 8.7%
Madison NorthRoad International Fund Class Y (A)	286,781		3,214,810
SPDR S&P Emerging Asia Pacific ETF	10,037		885,364
Vanguard FTSE All-World ex-US ETF	110,661		5,372,592
WisdomTree Europe Hedged Equity Fund	50,510		3,110,911
WisdomTree Japan Hedged Equity Fund	48,391		2,767,965
			15,351,642

Money Market Funds - 1.1%
State Street Institutional U.S. Government Money Market Fund	1,865,398		1,865,398
Stock Funds - 27.4%
iShares Russell Mid-Cap ETF	72,228		12,301,151
Madison Investors Fund Class Y (A)	117,777		2,453,304
Madison Large Cap Growth Fund Class Y (A)	504,265		11,487,166
Madison Large Cap Value Fund Class Y (A)	892,756		14,935,801
Schwab Fundamental U.S. Large Company
Index Fund Institutional Shares	353,634		5,378,772
Vanguard Information Technology ETF	18,625		1,978,534
			48,534,728
TOTAL INVESTMENTS - 100.0% (Cost $167,606,882**)			176,674,054
NET OTHER ASSETS AND LIABILITIES - 0.0%			(52,431	)
TOTAL NET ASSETS - 100.0%		$	176,621,623

*	Non-income producing.
**	Aggregate cost for Federal tax purposes was $168,646,768.
(A)	Affiliated Company (see Note 11).
ETF	Exchange Traded Fund.

See accompanying Notes to Financial Statements.

10

Ultra Series Fund | June 30, 2015

Moderate Allocation Fund Portfolio of Investments (unaudited)

	Shares		Value (Note 2)
INVESTMENT COMPANIES - 99.6%
Alternative Funds - 1.8%
SPDR Gold Shares*	49,118	$	5,519,390
Bond Funds - 35.8%
iShares 7-10 Year Treasury Bond ETF	92,294		9,691,793
Madison Core Bond Fund Class Y (A)	4,878,371		49,027,633
Madison Corporate Bond Fund Class Y (A)	481,207		5,447,262
Metropolitan West Total Return Bond Fund Class I	3,276,861		35,422,865
SPDR Barclays Short-Term High Yield Bond ETF	444,493		12,850,293
			112,439,846
Foreign Stock Funds - 14.9%
Madison NorthRoad International Fund Class Y (A)	1,021,147		11,447,055
SPDR S&P Emerging Asia Pacific ETF	35,148		3,100,405
Vanguard FTSE All-World ex-U.S. ETF	316,933		15,387,097
WisdomTree Europe Hedged Equity Fund	138,869		8,552,942
WisdomTree Japan Hedged Equity Fund	147,505		8,437,286
			46,924,785
Money Market Funds - 0.5%
State Street Institutional U.S. Government
Money Market Fund	1,689,839		1,689,839

Stock Funds - 46.6%
iShares Core S&P Mid-Cap ETF	154,270		23,137,415
Madison Investors Fund Class Y (A)	737,621		15,364,648
Madison Large Cap Growth Fund Class Y (A)	1,758,729		40,063,838
Madison Large Cap Value Fund Class Y (A)	2,488,146		41,626,687
Schwab Fundamental U.S. Large Company
Index Fund Institutional Shares	887,375		13,496,973
Vanguard Financials ETF	32,185		1,598,629
Vanguard Information Technology ETF	59,092		6,277,343
Vanguard Value ETF	57,682		4,808,372
			146,373,905
TOTAL INVESTMENTS - 99.6% (Cost $282,263,005**)			312,947,765
NET OTHER ASSETS AND LIABILITIES - 0.4%			1,218,927
TOTAL NET ASSETS - 100.0%		$	314,166,692

*	Non-income producing.
**	Aggregate cost for Federal tax purposes was $284,836,292.
(A)	Affiliated Company (see Note 11).
ETF	Exchange Traded Fund.

See accompanying Notes to Financial Statements.

11

Ultra Series Fund | June 30, 2015

Aggressive Allocation Fund Portfolio of Investments (unaudited)

	Shares	Value (Note 2)
INVESTMENT COMPANIES - 99.9%
Alternative Funds - 1.7%
SPDR Gold Shares*	17,175	$	1,929,955
Bond Funds - 15.1%
iShares 7-10 Year Treasury Bond ETF	21,575		2,265,591
Madison Core Bond Fund Class Y (A)	982,109		9,870,192
Metropolitan West Total Return Bond Fund Class I	308,469		3,334,551
Vanguard Short-Term Corporate Bond ETF	13,983		1,112,767
			16,583,101
Foreign Stock Funds - 21.7%
Madison NorthRoad International Fund Class Y (A)	434,364		4,869,222
SPDR S&P Emerging Asia Pacific ETF	15,789		1,392,748
Vanguard FTSE All-World ex-U.S. ETF	193,719		9,405,058
WisdomTree Europe Hedged Equity Fund	72,638		4,473,774
WisdomTree Japan Hedged Equity Fund	65,012		3,718,686
			23,859,488
Money Market Funds - 0.9%
State Street Institutional U.S. Government
Money Market Fund	1,007,425		1,007,425

Stock Funds - 60.5%
iShares Core S&P Mid-Cap ETF	75,454		11,316,591
Madison Investors Fund Class Y (A)	302,791		6,307,128
Madison Large Cap Growth Fund Class Y (A)	733,903		16,718,300
Madison Large Cap Value Fund Class Y (A)	997,476		16,687,780
Madison Mid Cap Fund Class Y (A)	124,973		1,102,258
Schwab Fundamental U.S. Large Company
Index Fund Institutional Shares	430,903		6,554,040
Vanguard Financials ETF	45,607		2,265,300
Vanguard Information Technology ETF	31,741		3,371,846
Vanguard Value ETF	28,041		2,337,497
			66,660,740
TOTAL INVESTMENTS - 99.9% (Cost $96,180,092**)			110,040,709
NET OTHER ASSETS AND LIABILITIES - 0.1%			56,408
TOTAL NET ASSETS - 100.0%		$	110,097,117

*	Non-income producing.
**	Aggregate cost for Federal tax purposes was $97,415,493.
(A)	Affiliated Company (see Note 11).
ETF	Exchange Traded Fund.

See accompanying Notes to Financial Statements.

12

Ultra Series Fund | June 30, 2015

Money Market Fund Portfolio of Investments (unaudited)

		Par Value	Value (Note 2)
U.S. GOVERNMENT AND AGENCY
OBLIGATIONS - 94.1%
Fannie Mae - 28.6%
0.500%, 7/2/15	$	250,000	$	250,003
0.112%, 7/6/15 (A)		500,000		499,992
2.375%, 7/28/15		350,000		350,589
0.096%, 7/29/15 (A)		1,200,000		1,199,911
0.096%, 8/3/15 (A)		350,000		349,970
0.076%, 8/17/15 (A)		600,000		599,941
0.081%, 9/9/15 (A)		500,000		499,922
0.500%, 9/28/15		500,000		500,470
4.375%, 10/15/15		568,000		574,971
				4,825,769
Federal Farm Credit Bank - 9.8%
0.061%, 7/13/15 (A)		750,000		749,985
0.350%, 7/30/15		225,000		225,037
0.135%, 8/6/15 (A)		225,000		224,970
0.550%, 8/17/15		250,000		250,140
0.101%, 8/27/15 (A)		200,000		199,968
				1,650,100
Federal Home Loan Bank - 24.4%
0.041%, 7/6/15 (A)		100,000		99,999
0.086%, 7/10/15 (A)		914,000		913,981
0.260%, 7/21/15		750,000		750,067
0.083%, 7/24/15 (A)		1,000,000		999,948
0.061%, 8/11/15 (A)		450,000		449,969
0.090%, 8/12/15 (A)		400,000		399,959
0.071%, 8/21/15 (A)		500,000		499,950
				4,113,873

Freddie Mac - 19.5%
0.071%, 7/7/15 (A)	200,000		199,998
0.071%, 7/10/15 (A)	200,000		199,996
4.375%, 7/17/15	700,000		701,301
0.071%, 7/20/15 (A)	200,000		199,993
0.073%, 8/5/15 (A)	750,000		749,947
0.500%, 8/28/15	750,000		750,472
0.071%, 9/2/15 (A)	500,000		499,939
			3,301,646
U.S. Treasury Notes - 11.8%
0.250%, 7/15/15	1,500,000		1,500,130
0.250%, 10/15/15	500,000		500,350
			2,000,480
Total U.S. Government and Agency
Obligations (Cost $15,891,868)			15,891,868
	Shares
INVESTMENT COMPANIES - 4.5%
State Street Institutional U.S. Government
Money Market Fund	759,556		759,556
Total Investment Companies
(Cost $759,556)			759,556
TOTAL INVESTMENTS - 98.6% (Cost $16,651,424**)			16,651,424
NET OTHER ASSETS AND LIABILITIES - 1.4%			235,041
TOTAL NET ASSETS - 100.0%		$	16,886,465

**	Aggregate cost for Federal tax purposes was $16,651,424.
(A)	Rate noted represents annualized yield at time of purchase.

See accompanying Notes to Financial Statements.

13

Ultra Series Fund | June 30, 2015

Core Bond Fund Portfolio of Investments (unaudited)

		Par Value	Value (Note 2)
ASSET BACKED SECURITIES - 1.9%
ABSC Long Beach Home Equity Loan Trust,
Series 2000-LB1, Class AF5 (A), 8.55%, 9/21/30	$	652,045	$	680,456
CarMax Auto Owner Trust, Series 2015-1, Class A2, 0.88%, 3/15/18		1,000,000		1,000,886
Ford Credit Auto Owner Trust, Series 2014-A, Class A3, 0.79%, 5/15/18		775,000		774,833
GreatAmerica Leasing Receivables, Series 2015-1, Class A2 (B), 1.12%, 6/20/17		500,000		500,784
Hyundai Auto Receivables Trust, Series 2014-A, Class A3, 0.79%, 7/16/18		175,000		175,036
John Deere Owner Trust, Series 2014-B, Class A2A, 0.54%, 7/17/17		747,760		747,812
Volkswagen Auto Lease Trust, Series 2014-A, Class A3, 0.8%, 4/20/17		845,000		845,069
Total Asset Backed Securities
(Cost $4,712,760)				4,724,876
COMMERCIAL MORTGAGE-BACKED SECURITIES - 1.3%
FREMF Mortgage Trust, Series 2012-K708, Class B (A) (B), 3.887%, 2/25/45		1,000,000		1,037,788
FREMF Mortgage Trust, Series 2011-K701, Class C (A) (B), 4.436%, 7/25/48		1,000,000		1,045,218
JP Morgan Chase Commercial Mortgage
Securities Trust, Series 2006-LDP8, Class A4, 5.399%, 5/15/45		1,045,162		1,077,661
Total Commercial Mortgage-Backed
Securities (Cost $3,191,320)				3,160,667
CORPORATE NOTES AND BONDS - 30.8%
Consumer Discretionary - 4.5%
AARP Inc. (B) (C), 7.5%, 5/1/31		2,000,000		2,669,524
Advance Auto Parts Inc., 4.5%, 12/1/23		1,000,000		1,032,288
Amazon.com Inc., 3.3%, 12/5/21		600,000		607,909
AutoZone Inc., 1.3%, 1/13/17		1,500,000		1,502,485
DR Horton Inc., 3.75%, 3/1/19		475,000		478,562
ERAC USA Finance LLC (B), 6.7%, 6/1/34		2,000,000		2,433,782
GLP Capital L.P. / GLP Financing II Inc., 4.875%, 11/1/20		253,000		257,428
Harman International Industries Inc., 4.15%, 5/15/25		400,000		394,205
Intelsat Jackson Holding SA (D), 5.5%, 8/1/23		450,000		398,475
Priceline Group Inc./The, 3.65%, 3/15/25		300,000		292,056
Sirius XM Radio Inc. (B), 6%, 7/15/24		350,000		353,500
Toll Brothers Finance Corp., 4%, 12/31/18		500,000		510,000
				10,930,214
Consumer Staples - 0.1%
JM Smucker Co./The (B), 3.5%, 3/15/25		300,000		293,907

Energy - 4.1%
Access Midstream Partners L.P. / ACMP Finance Corp., 4.875%, 5/15/23	450,000	443,884
Antero Resources Corp. (B), 5.625%, 6/1/23	300,000	289,875
Energy Transfer Partners L.P., 5.2%, 2/1/22	1,000,000	1,047,026
Freeport-McMoran Oil & Gas LLC / FCX Oil & Gas Inc., 6.75%, 2/1/22	1,250,000	1,325,000
Helmerich & Payne International Drilling Co. (B), 4.65%, 3/15/25	400,000	412,915
Hess Corp., 7.875%, 10/1/29	960,000	1,209,073
Marathon Oil Corp., 2.7%, 6/1/20	300,000	297,591
Transocean Inc. (D), 7.5%, 4/15/31	2,000,000	1,600,000
Valero Energy Corp., 7.5%, 4/15/32	2,000,000	2,433,480
Williams Cos. Inc./The, 4.55%, 6/24/24	950,000	920,630
		9,979,474
Financials - 7.1%
AerCap Ireland Capital Ltd. / AerCap Global Aviation Trust (B)(D), 3.75%, 5/15/19	400,000	395,500
Affiliated Managers Group Inc., 4.25%, 2/15/24	1,500,000	1,545,615
Air Lease Corp., 3.875%, 4/1/21	500,000	505,000
Air Lease Corp., 3.75%, 2/1/22	700,000	699,580
American International Group Inc., 3.875%, 1/15/35	800,000	722,586
Apollo Management Holdings L.P. (B), 4%, 5/30/24	750,000	751,009
Fifth Third Bancorp, 2.3%, 3/1/19	500,000	500,480
General Electric Capital Corp., MTN, 3.35%, 10/17/16	2,000,000	2,063,146
Glencore Funding LLC (B), 3.125%, 4/29/19	525,000	529,463
Goldman Sachs Group Inc./The, 5.75%, 1/24/22	1,500,000	1,706,203
Health Care REIT Inc., 4.5%, 1/15/24	1,000,000	1,038,273
Huntington National Bank/The, 2.4%, 4/1/20	1,000,000	988,826
JPMorgan Chase & Co., 3.125%, 1/23/25	900,000	859,280
Lehman Brothers Holdings Inc. * (E), 5.75%, 1/3/17	3,135,000	314
Liberty Mutual Group Inc. (B), 4.25%, 6/15/23	1,000,000	1,028,405
Morgan Stanley, 2.65%, 1/27/20	1,000,000	998,216
Senior Housing Properties Trust, 3.25%, 5/1/19	500,000	500,391
Synchrony Financial, 3.75%, 8/15/21	1,100,000	1,108,369
UBS AG/Stamford CT (D), 5.75%, 4/25/18	366,000	405,480
Wells Fargo & Co., MTN, 3%, 2/19/25	1,000,000	957,739
		17,303,875

See accompanying Notes to Financial Statements.

14

Ultra Series Fund | June 30, 2015

Core Bond Fund Portfolio of Investments (unaudited)

		Par Value	Value (Note 2)
CORPORATE NOTES AND BONDS - continued
Health Care - 2.7%
Actavis Funding SCS (D), 4.55%, 3/15/35	$	435,000	$	413,586
Cardinal Health Inc., 1.95%, 6/15/18		800,000		801,345
Forest Laboratories Inc. (B), 5%, 12/15/21		250,000		271,283
HCA Inc., 3.75%, 3/15/19		500,000		503,750
Laboratory Corp. of America Holdings, 3.6%, 2/1/25		800,000		765,128
Merck Sharp & Dohme Corp., 5.75%, 11/15/36		2,000,000		2,395,120
Wyeth LLC, 6.5%, 2/1/34		1,000,000		1,260,349
				6,410,561
Industrials - 4.9%
ADT Corp./The, 4.125%, 4/15/19		475,000		482,125
Boeing Co./The, 8.625%, 11/15/31		760,000		1,120,929
Boeing Co./The, 6.875%, 10/15/43		1,380,000		1,868,724
Burlington Northern Santa Fe LLC, 8.125%, 4/15/20		2,000,000		2,455,034
CRH America Inc. (B), 3.875%, 5/18/25		300,000		297,283
Lockheed Martin Corp., 7.65%, 5/1/16		1,450,000		1,530,957
Lockheed Martin Corp., 2.9%, 3/1/25		300,000		288,179
Norfolk Southern Corp., 5.59%, 5/17/25		1,268,000		1,459,794
Norfolk Southern Corp., 7.05%, 5/1/37		1,400,000		1,813,193
United Rentals North America Inc., 4.625%, 7/15/23		350,000		343,210
Verisk Analytics Inc., 4%, 6/15/25		300,000		293,791
				11,953,219
Information Technology - 1.2%
Apple Inc., 2.4%, 5/3/23		500,000		478,310
Autodesk Inc., 4.375%, 6/15/25		300,000		300,787
Broadridge Financial Solutions Inc., 3.95%, 9/1/20		1,000,000		1,040,098
First Data Corp. (B), 7.375%, 6/15/19		500,000		519,750
Fiserv Inc., 2.7%, 6/1/20		300,000		299,424
QUALCOMM Inc., 4.8%, 5/20/45		350,000		335,861
				2,974,230
Materials - 1.1%
Westvaco Corp., 8.2%, 1/15/30		1,000,000		1,348,679
Weyerhaeuser Co., 7.375%, 3/15/32		1,000,000		1,250,472
				2,599,151
Telecommunication Services - 1.5%
Comcast Cable Communications Holdings Inc., 9.455%, 11/15/22		1,500,000		2,061,262
Verizon Communications Inc., 3.45%, 3/15/21		500,000		509,664
Verizon Communications Inc., 5.15%, 9/15/23		626,000		685,370
Verizon Communications Inc., 4.4%, 11/1/34		300,000		277,728
				3,534,024

Utilities - 3.6%
Indianapolis Power & Light Co. (B) (C), 6.05%, 10/1/36	1,000,000	1,237,868
Interstate Power & Light Co., 6.25%, 7/15/39	1,925,000	2,442,026
Sierra Pacific Power Co., Series M, 6%, 5/15/16	1,250,000	1,307,187
Southwestern Electric Power Co., Series E, 5.55%, 1/15/17	1,165,000	1,236,546
Wisconsin Electric Power Co., 6.5%, 6/1/28	2,000,000	2,545,322
		8,768,949
Total Corporate Notes and Bonds
(Cost $73,482,967 )		74,747,604
LONG TERM MUNICIPAL BONDS - 2.3%
General - 2.3%
County of Bexar TX, General Obligation, Series C, 6.628%, 6/15/39	1,000,000	1,129,620
East Baton Rouge Sewerage Commission Revenue, 6.087%, 2/1/45	1,000,000	1,109,880
Kansas Development Finance Authority Revenue, 6.6%, 10/1/39	500,000	568,705
State of Iowa Revenue, 6.75%, 6/1/34	1,000,000	1,138,630
Tulsa OK Public Facilities Authority Revenue, Series B, 6.6%, 11/15/29	1,000,000	1,101,500
West Contra Costa Unified School District, General Obligation, 8.46%, 8/1/34	500,000	594,270
		5,642,605
Total Long Term Municipal Bonds
(Cost $5,705,681 )		5,642,605
MORTGAGE BACKED SECURITIES - 23.5%
Fannie Mae - 15.2%
5.5%, 4/1/16 Pool # 745444	66,135	66,836
6%, 5/1/16 Pool # 582558	6,469	6,549
5.5%, 9/1/17 Pool # 657335	29,617	30,488
5.5%, 2/1/18 Pool # 673194	109,436	113,313
5%, 5/1/20 Pool # 813965	494,094	529,898
4.5%, 9/1/20 Pool # 835465	350,579	367,717
6%, 5/1/21 Pool # 253847	77,128	87,441
3.5%, 8/1/29 Pool # MA2003	1,639,268	1,729,288
7%, 12/1/29 Pool # 762813	70,082	77,477
7%, 11/1/31 Pool # 607515	39,253	43,444
6.5%, 3/1/32 Pool # 631377	67,073	77,028
7%, 5/1/32 Pool # 644591	21,604	24,242
6.5%, 6/1/32 Pool # 545691	526,551	604,697
5%, 10/1/33 Pool # 254903	891,967	992,013
5.5%, 11/1/33 Pool # 555880	720,145	812,034
5%, 6/1/34 Pool # 778891	204,217	226,177
7%, 7/1/34 Pool # 792636	40,055	42,004

See accompanying Notes to Financial Statements.

15

Ultra Series Fund | June 30, 2015

Core Bond Fund Portfolio of Investments (unaudited)

	Par Value		Value (Note 2)
MORTGAGE BACKED SECURITIES - continued
Fannie Mae - continued
4%, 2/1/35 Pool # MA2177	$	2,534,487	$	2,714,794
5%, 8/1/35 Pool # 829670		737,715		815,166
5%, 9/1/35 Pool # 820347		983,797		1,107,000
5%, 9/1/35 Pool # 835699		939,584		1,056,736
5%, 11/1/35 Pool # 844809		328,044		362,561
5%, 12/1/35 Pool # 850561		368,439		406,685
5.5%, 10/1/36 Pool # 901723		972,574		1,090,916
6.5%, 10/1/36 Pool # 894118		451,458		518,460
6%, 11/1/36 Pool # 902510		801,999		917,653
5.5%, 5/1/37 Pool # 928292		480,000		540,020
6%, 10/1/37 Pool # 947563		880,657		1,014,622
6.5%, 8/1/38 Pool # 987711		1,294,260		1,486,343
4.5%, 8/1/40 Pool # AD8243		605,541		655,062
4%, 1/1/41 Pool # AB2080		2,398,495		2,555,221
5.5%, 7/1/41 Pool # AL6588		2,424,175		2,733,502
4%, 9/1/41 Pool # AJ1406		2,164,456		2,293,937
3.5%, 6/1/42 Pool # AO4136		2,622,930		2,711,339
4%, 6/1/42 Pool # MA1087		702,432		746,920
3.5%, 8/1/42 Pool # AP2133		1,092,067		1,129,017
3.5%, 9/1/42 Pool # AB6228		1,780,109		1,840,540
4%, 12/1/44 Pool # MA2127		761,118		807,586
4.5%, 2/1/45 Pool # MA2193		1,718,655		1,863,959
3.5%, 3/25/30 Series 2015-12, Class NI, IO		3,860,856		611,537
5.5%, 9/25/35 Series 2005-79, Class LT		874,734		987,695
				36,797,917
Freddie Mac - 8.2%
5%, 5/1/18 Pool # E96322		244,523		255,305
3%, 8/1/27 Pool # J19899		2,209,458		2,296,164
8%, 6/1/30 Pool # C01005		25,812		32,467
7%, 3/1/31 Pool # C48129		61,635		62,893
5%, 7/1/33 Pool # A11325		642,016		713,837
5.5%, 11/1/34 Pool # A28282		1,314,691		1,485,618
5%, 4/1/35 Pool # A32314		196,319		216,418
5%, 4/1/35 Pool # A32315		391,165		434,502
5%, 4/1/35 Pool # A32316		511,678		568,991
5%, 4/1/35 Pool # A32509		144,011		158,475
5%, 1/1/37 Pool # A56371		599,431		660,136
5%, 2/1/39 Pool # G05572		819,062		905,894
4%, 10/1/41 Pool # Q04092		1,149,573		1,221,786
3%, 9/1/42 Pool # C04233		2,988,472		2,980,300
3%, 4/1/43 Pool # V80025		2,615,609		2,607,819
3%, 4/1/43 Pool # V80026		2,632,355		2,624,526
4%, 5/1/45 Pool # G08642		1,996,394		2,116,679
3%, 6/15/27 Series 4066, Class DI, IO		4,997,734		588,452
				19,930,262
Ginnie Mae - 0.1%
8%, 10/20/15 Pool # 2995		1,053		1,054
6.5%, 2/20/29 Pool # 2714		85,941		101,283
6.5%, 4/20/31 Pool # 3068		60,301		71,949
				174,286
Total Mortgage Backed Securities
( Cost $55,058,611 )				56,902,465
U.S. GOVERNMENT AND AGENCY
OBLIGATIONS - 38.9%
Federal Farm Credit Bank - 1.8%
5.875%, 10/3/16		4,000,000		4,268,788
Federal Home Loan Bank - 0.8%
0.625%, 11/27/18 (F)		2,000,000		2,001,746
U.S. Treasury Bonds - 6.0%
6.625%, 2/15/27		6,600,000		9,402,941
4.500%, 5/15/38		4,000,000		5,000,624
				14,403,565
U.S. Treasury Notes - 30.3%
3.250%, 12/31/16		6,000,000		6,247,968
0.875%, 1/31/17		2,500,000		2,513,868
3.125%, 1/31/17		4,000,000		4,164,376
2.375%, 7/31/17		5,250,000		5,432,521
0.750%, 10/31/17		7,000,000		6,993,987
4.250%, 11/15/17		8,000,000		8,650,624
2.750%, 2/15/19		7,250,000		7,635,156
3.375%, 11/15/19		13,000,000		14,034,917
2.625%, 11/15/20		6,500,000		6,788,944
2.000%, 11/15/21		7,500,000		7,513,477
2.750%, 11/15/23		3,500,000		3,638,359
				73,614,197
Total U.S. Government and Agency
Obligations ( Cost $89,109,596 )				94,288,296
		Shares
SHORT-TERM INVESTMENTS - 0.4%
State Street Institutional U.S. Government
Money Market Fund		983,382		983,382
Total Short-Term Investments
(Cost $983,382)				983,382
		Contracts
PUT OPTION PURCHASED - 0.0%
30 Year U.S. Treasury Bond, Put, Aug 2015, $145		11		11,516
Total Put Options Purchased
(Cost $15,502)				11,516

See accompanying Notes to Financial Statements.

16

Ultra Series Fund | June 30, 2015

Core Bond Fund Portfolio of Investments (unaudited)

	Value (Note 2)
TOTAL INVESTMENTS - 99.1% (Cost $232,259,819** )	$	240,461,411
NET OTHER ASSETS AND LIABILITIES - 0.9%		2,236,451
TOTAL CALL & PUT OPTIONS WRITTEN - 0.0%		(12,188	)
TOTAL NET ASSETS - 100.0%	$	242,685,674

*	Non-income producing.
**	Aggregate cost for Federal tax purposes was $232,259,819.
(A)	Floating rate or variable rate note. Rate shown is as of June 30, 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 investors.”
(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)	In default. Issuer is bankrupt.
(F)	Stepped rate security. Rate shown is as of June 30, 2015.
MTN	Medium Term Note
REIT	Real Estate Investment Trust

	Contracts
	(100 Shares	Expiration	Strike	Value
Put Options Written	Per Contract)	Date	Price	(Note 2)
10 Year U.S. Treasury Note	30	August 2015	$124.00	$12,188
Total Put Options Written (Premiums received $16,785)				$12,188
Total Options Written, at Value (Premiums received $16,785)				$12,188

Holdings of Open Futures Contracts
							Unrealized
			Number of		Position		Appreciation/
Type	Expiration		Contracts		Type		(Depreciation)
90 Day Euro Futures		March 2016		1		Long		$160
								$160

See accompanying Notes to Financial Statements.

17

Ultra Series Fund | June 30, 2015

High Income Fund Portfolio of Investments (unaudited)

	Par Value		Value (Note 2)
CORPORATE NOTES AND BONDS - 95.9%
Consumer Discretionary - 24.1%
Burger King (A) (B), 6%, 4/1/22	$	400,000	$	411,000
Cablevision Systems Corp., 5.875%, 9/15/22		100,000		97,000
CCO Holdings LLC / CCO Holdings Capital Corp. (A), 5.125%, 5/1/23		350,000		340,375
Cequel Communications Holdings I LLC / Cequel Capital Corp. (A), 6.375%, 9/15/20		200,000		198,650
Cumulus Media Holdings Inc., 7.75%, 5/1/19		150,000		137,625
DISH DBS Corp., 5.125%, 5/1/20		500,000		505,625
DISH DBS Corp., 5.875%, 11/15/24		100,000		96,063
Goodyear Tire & Rubber Co., 7%, 5/15/22		500,000		543,625
Gray Television Inc., 7.5%, 10/1/20		400,000		424,000
Hanesbrands Inc., 6.375%, 12/15/20		250,000		261,250
Isle of Capri Casinos Inc., 5.875%, 3/15/21		300,000		308,250
Lamar Media Corp., 5.875%, 2/1/22		500,000		517,500
Lear Corp., 5.25%, 1/15/25		200,000		196,500
Mediacom Broadband LLC / Mediacom Broadband Corp., 6.375%, 4/1/23		400,000		400,000
Outfront Media Capital LLC / Outfront Media Capital Corp., 5.625%, 2/15/24		500,000		511,250
Penske Automotive Group Inc., 5.75%, 10/1/22		250,000		260,000
Pinnacle Entertainment Inc., 8.75%, 5/15/20		300,000		313,314
Pinnacle Entertainment Inc., 7.5%, 4/15/21		200,000		211,750
Scientific Games International Inc., 6.25%, 9/1/20		300,000		233,250
Sinclair Television Group Inc., 5.375%, 4/1/21		150,000		151,125
Sinclair Television Group Inc., 6.125%, 10/1/22		250,000		256,875
Sirius XM Radio Inc. (A), 5.875%, 10/1/20		250,000		256,250
Sirius XM Radio Inc. (A), 4.625%, 5/15/23		250,000		234,687
Univision Communications Inc. (A), 6.75%, 9/15/22		452,000		477,990
UPCB Finance V Ltd. (A) (B), 6.875%, 1/15/22		315,000		335,475
Viking Cruises Ltd. (A) (B), 8.5%, 10/15/22		400,000		444,000
WMG Acquisition Corp. (A), 6.75%, 4/15/22		400,000		380,072
				8,503,501
Consumer Staples - 3.3%
Dole Food Co. Inc. (A), 7.25%, 5/1/19		500,000		505,000
First Quality Finance Co. Inc. (A) (C), 4.625%, 5/15/21		400,000		374,000
Post Holdings Inc. (A), 6.75%, 12/1/21		100,000		100,000
Post Holdings Inc. (A), 6%, 12/15/22		200,000		192,500
				1,171,500
Energy - 8.8%
American Energy-Permian Basin LLC / AEPB Finance Corp. (A) (D), 6.78%, 8/1/19		250,000		171,250
Berry Petroleum Co. LLC, 6.375%, 9/15/22		250,000		195,000
California Resources Corp., 6%, 11/15/24		550,000		473,000
Chaparral Energy Inc., 8.25%, 9/1/21		500,000		370,000
Endeavor Energy Resources L.P. / EER Finance Inc. (A), 7%, 8/15/21		400,000		398,000
Hornbeck Offshore Services Inc., 5.875%, 4/1/20		400,000		368,000
Jupiter Resources Inc. (A) (B), 8.5%, 10/1/22		200,000		167,500
Memorial Production Partners L.P. / Memorial Production Finance Corp., 6.875%, 8/1/22		250,000		226,125
Rice Energy Inc., 6.25%, 5/1/22		500,000		496,250
Unit Corp., 6.625%, 5/15/21		250,000		242,500
				3,107,625
Financials - 2.7%
Ally Financial Inc., 3.75%, 11/18/19		400,000		397,000
Iron Mountain Inc., 6%, 8/15/23		200,000		209,000
Iron Mountain Inc., 5.75%, 8/15/24		150,000		150,094
Quicken Loans Inc. (A), 5.75%, 5/1/25		200,000		191,500
				947,594
Health Care - 11.1%
Acadia Healthcare Co. Inc., 5.125%, 7/1/22		500,000		496,250
Alere Inc. (A), 6.375%, 7/1/23		250,000		254,375
CHS/Community Health Systems Inc., 6.875%, 2/1/22		250,000		263,750
Endo Finance LLC / Endo Finco Inc. (A), 7%, 12/15/20		500,000		525,000
Grifols Worldwide Operations Ltd. (B), 5.25%, 4/1/22		250,000		250,625
Mallinckrodt International Finance S.A. (B), 4.75%, 4/15/23		300,000		279,937
Mallinckrodt International Finance S.A. / Mallinckrodt CB LLC (A) (B), 4.875%, 4/15/20		500,000		508,775
MPH Acquisition Holdings LLC (A), 6.625%,4/1/22		200,000		204,250
Par Pharmaceutical Cos. Inc., 7.375%, 10/15/20		200,000		213,500
Surgical Care Affiliates Inc. (A), 6%, 4/1/23		250,000		250,000
Tenet Healthcare Corp. (A), 6.75%, 6/15/23		250,000		255,000
Valeant Pharmaceuticals International Inc. (A) (B), 5.625%, 12/1/21		400,000		409,000
				3,910,462
Industrials - 16.9%
ACCO Brands Corp., 6.75%, 4/30/20		300,000		315,000
Ashtead Capital Inc. (A), 6.5%, 7/15/22		500,000		530,000
Avis Budget Car Rental LLC / Avis Budget
Finance Inc. (A), 5.25%, 3/15/25		250,000		234,687
Bombardier Inc. (A) (B), 6.125%, 1/15/23		350,000		310,625
Building Materials Corp. of America (A), 5.375%, 11/15/24		250,000		245,462
Clean Harbors Inc., 5.125%, 6/1/21		150,000		148,500
Covanta Holding Corp., 5.875%, 3/1/24		500,000		498,750

See accompanying Notes to Financial Statements.

18

Ultra Series Fund | June 30, 2015

High Income Fund Portfolio of Investments (unaudited)

	Par Value		Value (Note 2)
CORPORATE NOTES AND BONDS - continued
Industrials - continued
FTI Consulting Inc., 6%, 11/15/22	$	500,000	$	521,250
Gardner Denver Inc. (A), 6.875%, 8/15/21		250,000		227,813
Gates Global LLC / Gates Global Co. (A), 6%, 7/15/22		450,000		407,250
Griffon Corp., 5.25%, 3/1/22		300,000		298,500
Hertz Corp./The, 5.875%, 10/15/20		450,000		455,625
Kratos Defense & Security Solutions Inc., 7%, 5/15/19		400,000		364,500
Nielsen Finance LLC / Nielsen Finance Co. (A), 5%, 4/15/22		350,000		343,000
Nortek Inc., 8.5%, 4/15/21		250,000		266,875
TransDigm Inc., 5.5%, 10/15/20		200,000		198,750
United Rentals North America Inc., 8.25%, 2/1/21		81,000		86,569
United Rentals North America Inc., 7.625%, 4/15/22		250,000		270,625
West Corp. (A), 5.375%, 7/15/22		250,000		233,750
				5,957,531
Information Technology - 5.5%
Alliance Data Systems Corp. (A), 6.375%, 4/1/20		400,000		413,000
Belden Inc. (A), 5.5%, 9/1/22		500,000		496,250
CommScope Holding Co. Inc. (A), 6.625%, 6/1/20		250,000		259,375
Hughes Satellite Systems Corp., 6.5%, 6/15/19		225,000		244,125
Plantronics Inc. (A), 5.5%, 5/31/23		200,000		202,500
ViaSat Inc., 6.875%, 6/15/20		300,000		316,500
				1,931,750
Materials - 9.4%
ArcelorMittal (B), 6%, 8/5/20		300,000		313,500
Ardagh Packaging Finance PLC / Ardagh Holdings USA Inc. (A) (B), 9.125%, 10/15/20		300,000		315,000
AVINTIV Specialty Materials Inc., 7.75%, 2/1/19		271,000		279,130
Berry Plastics Corp., 5.125%, 7/15/23		250,000		243,750
Boise Cascade Co., 6.375%, 11/1/20		600,000		632,250
Chemours Co./The (A), 6.625%, 5/15/23		100,000		96,875
INEOS Group Holdings S.A. (A) (B), 6.125%, 8/15/18		200,000		204,250
Murray Energy Corp. (A), 11.25%, 4/15/21		150,000		126,000
Reynolds Group Issuer Inc. / Reynolds Group Issuer LLC / Reynolds Group Issuer Lu, 5.75%, 10/15/20		400,000		410,000
Sealed Air Corp. (A), 5.125%, 12/1/24		400,000		394,500
Tronox Finance LLC, 6.375%, 8/15/20		300,000		278,250
				3,293,505
Telecommunication Services - 5.8%
Altice S.A. (A) (B), 7.625%, 2/15/25		400,000		376,000
CenturyLink Inc., 5.625%, 4/1/20		200,000		200,250
GCI Inc., 6.875%, 4/15/25		250,000		252,500
Intelsat Luxembourg S.A. (B), 7.75%, 6/1/21		250,000		208,750
SBA Telecommunications Inc., 5.75%, 7/15/20		300,000		311,250
Sprint Communications Inc., 7%, 8/15/20		300,000		297,750
Sprint Corp., 7.125%, 6/15/24		150,000		139,140
Sprint Corp., 7.625%, 2/15/25		100,000		94,250
T-Mobile USA Inc., 6.633%, 4/28/21		150,000		155,625
				2,035,515
Utilities - 8.3%
AES Corp., 5.5%, 4/15/25		200,000		190,000
AmeriGas Finance LLC / AmeriGas Finance Corp., 7%, 5/20/22		250,000		265,000
AmeriGas Partners L.P. / AmeriGas Finance Corp., 6.25%, 8/20/19		500,000		510,000
Dynegy Inc. (A), 7.625%, 11/1/24		150,000		158,625
Ferrellgas L.P. / Ferrellgas Finance Corp., 6.75%, 1/15/22		400,000		401,000
NRG Energy Inc., 6.25%, 7/15/22		300,000		304,500
NRG Energy Inc., 6.25%, 5/1/24		200,000		198,500
Suburban Propane Partners L.P. / Suburban Energy Finance Corp., 7.375%, 8/1/21		227,000		242,323
Talen Energy Supply LLC (A), 5.125%, 7/15/19		300,000		294,000
TerraForm Power Operating LLC (A), 5.875%, 2/1/23		350,000		355,250
				2,919,198
Total Corporate Notes and Bonds
(Cost $34,136,100)				33,778,181
	Shares
SHORT-TERM INVESTMENTS - 2.7%
State Street Institutional U.S. Government
Money Market Fund		934,231		934,231
Total Short-Term Investments
(Cost $934,231)				934,231
TOTAL INVESTMENTS - 98.6% (Cost $35,070,331**)				34,712,412
NET OTHER ASSETS AND LIABILITIES - 1.4%				493,750
TOTAL NET ASSETS - 100.0%			$	35,206,162

**	Aggregate cost for Federal tax purposes was $35,070,331.
(A)	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 investors.”
(B)	Notes and bonds, issued by foreign entities, denominated in U.S. dollars. The aggregate of these securities is 12.9% of total net assets.
(C)	Illiquid security (See Note 2).
(D)	Floating rate or variable rate note. Rate shown is as of June 30, 2015.
PLC	Public Limited Company.

See accompanying Notes to Financial Statements.

19

Ultra Series Fund | June 30, 2015

Diversified Income Fund Portfolio of Investments (unaudited)

	Shares		Value (Note 2)
COMMON STOCKS - 53.2%
Consumer Discretionary - 5.6%
Home Depot Inc./The		38,500	$	4,278,505
Johnson Controls Inc.		59,000		2,922,270
McDonald’s Corp.		64,000		6,084,480
Omnicom Group Inc.		26,500		1,841,485
TimeWarner Inc.		40,000		3,496,400
				18,623,140
Consumer Staples - 9.0%
Coca-Cola Co./The		101,500		3,981,845
General Mills Inc.		77,500		4,318,300
JM Smucker Co./The		27,000		2,927,070
Mondelez International Inc., Class A		80,500		3,311,770
Nestle S.A., ADR		60,000		4,329,600
PepsiCo Inc.		35,000		3,266,900
Procter & Gamble Co./The		69,500		5,437,680
Wal-Mart Stores Inc.		35,500		2,518,015
				30,091,180
Energy - 5.0%
Chevron Corp.		55,500		5,354,085
ConocoPhillips		25,000		1,535,250
Exxon Mobil Corp.		61,000		5,075,200
Occidental Petroleum Corp.		19,000		1,477,630
Schlumberger Ltd.		37,000		3,189,030
				16,631,195
Financials - 8.0%
BB&T Corp.		79,000		3,184,490
MetLife Inc.		54,500		3,051,455
Northern Trust Corp.		34,500		2,637,870
Travelers Cos Inc./The		70,500		6,814,530
US Bancorp		115,000		4,991,000
Wells Fargo & Co.		104,000		5,848,960
				26,528,305
Health Care - 9.2%
Amgen Inc.		17,500		2,686,600
Johnson & Johnson		61,000		5,945,060
Medtronic PLC		74,500		5,520,450
Merck & Co Inc.		78,000		4,440,540
Novartis AG, ADR		24,000		2,360,160
Pfizer Inc.		205,000		6,873,650
Quest Diagnostics Inc.		41,000		2,973,320
				30,799,780
Industrials - 6.6%
3M Co.		19,000		2,931,700
Boeing Co./The		41,000		5,687,520
General Electric Co.		118,000		3,135,260
United Parcel Service Inc., Class B		48,000		4,651,680
United Technologies Corp.		33,000		3,660,690
Waste Management Inc.		42,500		1,969,875
				22,036,725
Information Technology - 6.1%
Accenture PLC, Class A		60,000		5,806,800
Automatic Data Processing Inc.		23,500		1,885,405
Linear Technology Corp.		73,000		3,228,790
Microsoft Corp.		89,000		3,929,350
Oracle Corp.		52,000		2,095,600
Texas Instruments Inc.		69,000		3,554,190
				20,500,135
Materials - 1.1%
Praxair Inc.		31,500		3,765,825
Telecommunication Service - 1.6%
Verizon Communications Inc.		117,500		5,476,675
Utilities - 1.0%
Duke Energy Corp.		47,500		3,354,450
Total Common Stocks
(Cost $129,939,877)				177,807,410
		Par Value
ASSET BACKED SECURITIES - 1.5%
ABSC Long Beach Home Equity Loan Trust,
Series 2000-LB1, Class AF5 (A), 8.55%, 9/21/30	$	599,648		625,776
Ally Master Owner Trust, Series 2014-4, Class A2, 1.43%, 6/17/19		550,000		551,350
CarMax Auto Owner Trust, Series 2015-1, Class A2, 0.88%, 3/15/18		750,000		750,664
CNH Equipment Trust, Series 2014-A, Class A3, 0.84%, 5/15/19		400,000		399,831
Ford Credit Auto Owner Trust, Series 2014-A, Class A3, 0.79%, 5/15/18		500,000		499,892
Hyundai Auto Receivables Trust, Series 2014-A, Class A3, 0.79%, 7/16/18		200,000		200,041
Mercedes-Benz Auto Lease Trust, Series 2014-A, Class A4, 0.9%, 12/16/19		725,000		725,369
Santander Drive Auto Receivables Trust, Series 2012-6, Class B, 1.33%, 5/15/17		3,501		3,501
Santander Drive Auto Receivables Trust, Series 2013-3 Class B,1.19%, 5/15/18		250,000		250,324
Santander Drive Auto Receivables Trust, Series 2013-5, Class C, 2.25%, 6/17/19		500,000		506,040
Volkswagen Auto Lease Trust, Series 2014-A, Class A3, 0.8%, 4/20/17		250,000		250,021
Volvo Financial Equipment LLC, Series 2014-1A, Class A3 (B),0.82%, 4/16/18		250,000		249,626
Total Asset Backed Securities
(Cost $5,002,300)				5,012,435

See accompanying Notes to Financial Statements.

20

Ultra Series Fund | June 30, 2015

Diversified Income Fund Portfolio of Investments (unaudited)

	Par Value		Value (Note 2)
COMMERCIAL MORTGAGE-BACKED
SECURITIES - 0.5%
FREMF Mortgage Trust, Series 2012-K708, Class B (A) (B), 3.887%, 2/25/45	$	700,000	$	726,452
FREMF Mortgage Trust, Series 2011-K701, Class C (A) (B), 4.436%, 7/25/48		750,000		783,913
Morgan Stanley Capital I Trust, Series 2005-IQ10, Class A4A (A), 5.23%, 9/15/42		20,575		20,561
Total Commercial Mortgage-Backed Securities (Cost $1,541,146)				1,530,926
CORPORATE NOTES AND BONDS - 14.5%
Consumer Discretionary - 2.1%
AARP Inc. (B) (C), 7.5%, 5/1/31		2,000,000		2,669,524
ERAC USA Finance LLC (B), 6.7%, 6/1/34		1,850,000		2,251,248
GLP Capital L.P. / GLP Financing II Inc., 4.875%, 11/1/20		450,000		457,875
Royal Caribbean Cruises Ltd. (D), 7.25%, 6/15/16		1,600,000		1,670,256
				7,048,903
Consumer Staples - 0.1%
Sysco Corp., 4.35%, 10/2/34		300,000		303,000
Energy - 2.2%
Access Midstream Partners L.P. / ACMP Finance Corp., 4.875%, 5/15/23		750,000		739,807
Antero Resources Corp. (B), 5.625%, 6/1/23		200,000		193,250
ConocoPhillips, 6.65%, 7/15/18		1,500,000		1,716,777
Energy Transfer Partners L.P., 5.2%, 2/1/22		600,000		628,215
Freeport-McMoran Oil & Gas LLC / FCX Oil & Gas Inc., 6.75%, 2/1/22		500,000		530,000
Hess Corp., 7.875%, 10/1/29		1,150,000		1,448,369
Transocean Inc. (D), 6%, 3/15/18		750,000		757,500
Transocean Inc. (D), 7.5%, 4/15/31		1,030,000		824,000
Williams Cos. Inc./The, 4.55%, 6/24/24		450,000		436,088
				7,274,006
Financials - 1.5%
Air Lease Corp., 3.75%, 2/1/22		500,000		499,700
American Express Credit Corp., MTN, 2.375%, 3/24/17		450,000		459,279
Goldman Sachs Group Inc./The, 5.75%, 1/24/22		975,000		1,109,032
Health Care REIT Inc., 4.5%, 1/15/24		725,000		752,748
Huntington National Bank/The, 2.2%, 4/1/19		1,200,000		1,192,861
Lehman Brothers Holdings Inc.* (E), 5.75%, 1/3/17		1,735,000		174
Morgan Stanley, 2.8%, 6/16/20		500,000		500,532
Synchrony Financial, 3.75%, 8/15/21		600,000		604,565
				5,118,891
Health Care - 2.2%
AbbVie Inc., 2%, 11/6/18		1,200,000		1,200,529
Actavis Funding SCS (D), 4.75%, 3/15/45		300,000		285,616
Amgen Inc., 5.85%, 6/1/17		2,000,000		2,165,372
Genentech Inc., 5.25%, 7/15/35		740,000		863,409
HCA Inc., 3.75%, 3/15/19		300,000		302,250
UnitedHealth Group Inc., 2.875%, 3/15/23		1,000,000		962,631
Wyeth LLC, 6.5%, 2/1/34		1,100,000		1,386,384
				7,166,191
Industrials - 1.9%
Boeing Co./The, 8.625%, 11/15/31		350,000		516,217
Boeing Co./The, 6.875%, 10/15/43		620,000		839,572
Burlington Northern Santa Fe LLC, 8.125%, 4/15/20		1,365,000		1,675,560
Lockheed Martin Corp., 7.65%, 5/1/16		780,000		823,549
Norfolk Southern Corp., 5.59%, 5/17/25		957,000		1,101,753
Norfolk Southern Corp., 7.05%, 5/1/37		1,050,000		1,359,895
				6,316,546
Information Technology - 0.6%
Cisco Systems Inc., 5.5%, 2/22/16		960,000		989,549
First Data Corp. (B), 7.375%, 6/15/19		450,000		467,775
Thomson Reuters Corp. (D), 4.3%, 11/23/23		600,000		620,753
				2,078,077
Materials - 0.4%
Westvaco Corp., 8.2%, 1/15/30		1,025,000		1,382,396
Telecommunication Services - 1.4%
AT&T Inc., 4.75%, 5/15/46		500,000		454,987
Comcast Cable Communications Holdings Inc., 9.455%, 11/15/22		1,780,000		2,446,031
Harris Corp., 5.054%, 4/27/45		500,000		476,358
Verizon Communications Inc., 5.15%, 9/15/23		1,260,000		1,379,500
				4,756,876
Utilities - 2.1%
Indianapolis Power & Light Co. (B) (C), 6.05%, 10/1/36		1,555,000		1,924,885
Interstate Power & Light Co., 6.25%, 7/15/39		1,365,000		1,731,619
Nevada Power Co., Series R, 6.75%, 7/1/37		1,600,000		2,103,526
Sierra Pacific Power Co., Series M, 6%, 5/15/16		474,000		495,685
Southwestern Electric Power Co., Series E, 5.55%, 1/15/17		835,000		886,280
				7,141,995
Total Corporate Notes and Bonds
(Cost $46,346,066)				48,586,881

See accompanying Notes to Financial Statements.

21

Ultra Series Fund | June 30, 2015

Diversified Income Fund Portfolio of Investments (unaudited)

	Par Value		Value (Note 2)
LONG TERM MUNICIPAL BONDS - 1.5%
General - 1.5%
Dallas/FortWorth International Airport Revenue, Series G, 5%, 11/1/29	$	600,000	$	675,534
District of Columbia Water & Sewer Authority Revenue, Series A, (ASSURED GTY), 5%, 10/1/34		425,000		464,610
Jacksonville FL Sales Tax Revenue, Series A, 5%, 10/1/29		950,000		1,070,090
Metropolitan Water District of Southern California Revenue, Series D, 6.538%, 7/1/39		450,000		508,167
Northside Independent School District, General Obligation, Series B, (PSF-GTD), 5.741%, 8/15/35		850,000		925,973
Rancho Water District Financing Authority Revenue, Series A, 6.337%, 8/1/40		800,000		905,912
State of Iowa Revenue, 6.75%, 6/1/34		500,000		569,315
				5,119,601
Total Long Term Municipal Bonds       (Cost $5,042,764)				5,119,601
MORTGAGE BACKED SECURITIES - 10.2%
Fannie Mae - 6.9%
5.5%, 4/1/16 Pool # 745444		25,558		25,829
6%, 5/1/16 Pool # 582558		11,861		12,007
5%, 12/1/17 Pool # 672243		127,911		133,899
4.5%, 9/1/20 Pool # 835465		215,520		226,056
6%, 5/1/21 Pool # 253847		65,617		74,390
3%, 11/1/26 Pool # AB3902		1,135,487		1,179,181
3%, 5/1/27 Pool # AL1715		874,344		907,980
3.5%, 8/1/29 Pool # MA2003		658,591		694,757
7%, 12/1/29 Pool # 762813		32,820		36,283
7%, 11/1/31 Pool # 607515		39,253		43,444
7%, 5/1/32 Pool # 644591		11,877		13,328
5.5%, 10/1/33 Pool # 254904		264,637		298,721
5.5%, 11/1/33 Pool # 555880		720,145		812,034
5%, 5/1/34 Pool # 780890		972,326		1,077,384
7%, 7/1/34 Pool # 792636		19,172		20,105
4%, 2/1/35 Pool # MA2177		1,218,503		1,305,189
5%, 9/1/35 Pool # 820347		402,083		452,436
5%, 9/1/35 Pool # 835699		393,299		442,337
5%, 12/1/35 Pool # 850561		154,128		170,127
5.5%, 9/1/36 Pool # 831820		737,106		842,865
6%, 9/1/36 Pool # 831741		603,327		683,995
5.5%, 10/1/36 Pool # 901723		364,715		409,094
5.5%, 12/1/36 Pool # 903059		518,126		590,587
4%, 1/1/41 Pool # AB2080		1,065,998		1,135,654
5.5%, 7/1/41 Pool # AL6588		1,398,562		1,577,021
4%, 9/1/41 Pool # AJ1406		961,980		1,019,528
4%, 10/1/41 Pool # AJ4046		958,803		1,021,693
3.5%, 6/1/42 Pool # AO4134		736,978		761,949
3.5%, 6/1/42 Pool # AO4136		983,599		1,016,752
3.5%, 8/1/42 Pool # AP2133		910,056		940,847
3%, 2/1/43 Pool # AB8486		1,288,840		1,290,568
3%, 2/1/43 Pool # AL3072		1,031,978		1,033,676
4.5%, 2/1/45 Pool # MA2193		970,548		1,052,602
3.5%, 4/1/45 Pool # MA2229		743,409		766,980
5.5%, 9/25/35 Series 2005-79, Class LT		798,195		901,271
				22,970,569
Freddie Mac - 3.3%
3%, 8/1/27 Pool # J19899		980,816		1,019,306
8%, 6/1/30 Pool # C01005		20,650		25,974
6.5%, 1/1/32 Pool # C62333		99,015		113,398
5%, 7/1/33 Pool # A11325		642,016		713,837
5%, 4/1/35 Pool # A32314		106,163		117,031
5%, 4/1/35 Pool # A32315		174,672		194,024
5%, 4/1/35 Pool # A32316		175,889		195,590
5%, 4/1/35 Pool # A32509		95,644		105,251
5%, 1/1/37 Pool # A56371		299,716		330,068
5%, 2/1/39 Pool # G05572		394,905		436,770
3.5%, 11/1/40 Pool # G06168		488,034		502,852
4.5%, 9/1/41 Pool # Q03516		965,087		1,045,530
4%, 10/1/41 Pool # Q04092		1,149,573		1,221,786
3%, 9/1/42 Pool # C04233		1,536,929		1,532,726
3%, 4/1/43 Pool #V80025		1,046,244		1,043,127
3%, 4/1/43 Pool #V80026		1,052,942		1,049,810
4%, 5/1/45 Pool # G08642		1,197,837		1,270,007
				10,917,087
Ginnie Mae - 0.0%
6.5%, 4/20/31 Pool # 3068		49,660		59,252
Total Mortgage Backed Securities
(Cost $33,097,603)				33,946,908
U.S. GOVERNMENT AND AGENCY
OBLIGATIONS - 16.8%
U.S. Treasury Bonds - 1.6%
6.625%, 2/15/27		2,270,000		3,234,042
3.000%, 5/15/42		1,000,000		979,766
2.500%, 2/15/45		1,250,000		1,100,100
				5,313,908
U.S. Treasury Notes - 15.2%
1.375%, 11/30/15		3,000,000		3,016,173
4.500%, 2/15/16		5,550,000		5,699,589
3.250%, 12/31/16		2,500,000		2,603,320
3.125%, 1/31/17		2,000,000		2,082,188
0.500%, 7/31/17		4,000,000		3,985,936
2.375%, 7/31/17		2,000,000		2,069,532
4.250%, 11/15/17		10,600,000		11,462,077

See accompanying Notes to Financial Statements.

22

Ultra Series Fund | June 30, 2015

Diversified Income Fund Portfolio of Investments (unaudited)

	Par Value		Value (Note 2)
U.S. GOVERNMENT AND AGENCY
OBLIGATIONS - continued
U.S. Treasury Notes - continued
3.875%, 5/15/18	$	1,000,000	$	1,082,734
2.750%, 2/15/19		1,300,000		1,369,063
3.125%, 5/15/19		2,000,000		2,134,218
3.625%, 8/15/19		1,750,000		1,905,039
3.375%, 11/15/19		1,000,000		1,079,609
2.000%, 7/31/20		1,000,000		1,016,797
2.625%, 11/15/20		7,400,000		7,728,952
2.000%, 2/15/22		1,750,000		1,749,727
1.750%, 5/15/22		1,750,000		1,716,230
				50,701,184
Total U.S. Government and Agency
Obligations (Cost $54,405,786)				56,015,092
		Shares
SHORT-TERM INVESTMENTS - 1.5%
State Street Institutional U.S. Government
Money Market Fund		4,976,064		4,976,064
Total Short-Term Investments
(Cost $4,976,064)				4,976,064
TOTAL INVESTMENTS - 99.7% (Cost $280,351,606**)				332,995,317
NET OTHER ASSETS AND LIABILITIES - 0.3%				979,108
TOTAL NET ASSETS - 100.0%			$	333,974,425

*	Non-income producing.
**	Aggregate cost for Federal tax purposes was $281,170,002.
(A)	Floating rate or variable rate note Rate shown is as of June 30, 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 investors.”
(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 1.2% of total net assets.
(E)	In default. Issuer is bankrupt.

ADR	American Depositary Receipt
ASSURED GTY	Assured Guaranty.
MTN	Medium Term Note
PLC	Public Limited Company
PSF-GTD	Permanent School Fund Guaranteed.
REIT	Real Estate Investment Trust

See accompanying Notes to Financial Statements.

23

Ultra Series Fund | June 30, 2015

Large Cap Value Fund Portfolio of Investments (unaudited)

	Shares		Value (Note 2)
COMMON STOCKS - 96.0%
Consumer Discretionary - 10.2%
Johnson Controls Inc.		195,000	$	9,658,350
Liberty Global PLC *		194,000		9,822,220
Sony Corp., ADR *		292,000		8,289,880
Time Warner Inc.		184,000		16,083,440
				43,853,890
Consumer Staples - 7.9%
CVS Health Corp.		111,000		11,641,680
JM Smucker Co./The		74,000		8,022,340
Mondelez International Inc., Class A		154,000		6,335,560
Wal-Mart Stores Inc.		110,000		7,802,300
				33,801,880
Energy - 9.8%
Canadian Natural Resources Ltd.		234,000		6,355,440
Exxon Mobil Corp.		168,000		13,977,600
Marathon Petroleum Corp.		254,000		13,286,740
Occidental Petroleum Corp.		107,500		8,360,275
				41,980,055
Financials - 30.1%
Capital Markets - 2.9%
Bank of New York Mellon Corp/The		294,000		12,339,180
Commercial Banks - 10.5%
Citigroup Inc.		337,000		18,615,880
US Bancorp		244,000		10,589,600
Wells Fargo & Co.		284,000		15,972,160
				45,177,640
Consumer Finance - 1.7%
Ally Financial Inc. *		329,000		7,379,470
Diversified Financial Services - 1.6%
Berkshire Hathaway Inc., Class B *		49,000		6,669,390
Insurance - 11.6%
American International Group Inc.		306,002		18,917,044
Arch Capital Group Ltd. *		121,000		8,102,160
Markel Corp. *		19,000		15,212,920
Travelers Cos. Inc./The		76,500		7,394,490
				49,626,614
Real Estate Management & Development - 1.8%
Brookfield Asset Management Inc., Class A		227,000		7,929,110
				129,121,404
Health Care - 16.3%
Agilent Technologies Inc.		118,000		4,552,440
Express Scripts Holding Co. *		84,500		7,515,430
Medtronic PLC		140,000		10,374,000
Pfizer Inc.		522,000		17,502,660
Quest Diagnostics Inc.		120,000		8,702,400
Thermo Fisher Scientific Inc.		127,000		16,479,520
UnitedHealth Group Inc.		40,000		4,880,000
				70,006,450
Industrials - 11.9%
Boeing Co./The		123,000		17,062,560
Danaher Corp.		47,000		4,022,730
General Electric Co.		225,000		5,978,250
Masco Corp.		292,000		7,787,640
Rockwell Collins Inc.		98,000		9,050,300
United Technologies Corp.		63,000		6,988,590
				50,890,070
Information Technology - 5.5%
eBay Inc. *		174,000		10,481,760
Oracle Corp.		322,000		12,976,600
				23,458,360
Materials - 0.9%
Crown Holdings Inc. *		77,000		4,074,070
Telecommunication Service - 1.1%
Verizon Communications Inc.		101,000		4,707,610
Utilities - 2.3%
Duke Energy Corp.		137,500		9,710,250
Total Common Stocks
(Cost $333,759,212)				411,604,039
SHORT-TERM INVESTMENTS - 1.5%
State Street Institutional U.S. Government
Money Market Fund		6,388,985		6,388,985
Total Short-Term Investments
(Cost $6,388,985)				6,388,985
TOTAL INVESTMENTS - 97.5% (Cost $340,148,197**)				417,993,024
NET OTHER ASSETS AND LIABILITIES - 2.5%				10,633,727
TOTAL NET ASSETS - 100.0%			$	428,626,751

*	Non-income producing.
**	Aggregate cost for Federal tax purposes was $340,268,421.
ADR	American Depositary Receipt.
PLC	Public Limited Company.

See accompanying Notes to Financial Statements.

24

Ultra Series Fund | June 30, 2015

Large Cap Growth Fund Portfolio of Investments (unaudited)

	Shares		Value (Note 2)
COMMON STOCKS - 97.3%
Consumer Discretionary - 20.6%
Amazon.com Inc.*		13,240	$	5,747,352
CBS Corp., Class B		108,005		5,994,277
Discovery Communications Inc., Class C*		195,556		6,077,880
Home Depot Inc./The		54,095		6,011,577
Johnson Controls Inc.		77,660		3,846,500
Liberty Global PLC*		105,590		5,346,022
McDonald’s Corp.		75,320		7,160,672
Nordstrom Inc.		48,745		3,631,503
Omnicom Group Inc.		70,500		4,899,045
Ross Stores Inc.		64,920		3,155,761
Starbucks Corp.		81,800		4,385,707
TJX Cos. Inc./The		70,305		4,652,082
Walt Disney Co./The		32,840		3,748,358
				64,656,736
Consumer Staples - 7.1%
Costco Wholesale Corp.		37,709		5,092,977
CVS Health Corp.		42,877		4,496,940
Diageo PLC, ADR		37,466		4,347,555
JM Smucker Co./The		43,615		4,728,302
PepsiCo Inc.		37,825		3,530,585
				22,196,359
Energy - 5.1%
EOG Resources Inc.		64,200		5,620,710
Occidental Petroleum Corp.		56,855		4,421,613
Schlumberger Ltd.		67,565		5,823,428
				15,865,751
Financials - 2.6%
Brookfield Asset Management Inc., Class A		103,374		3,610,854
T. Rowe Price Group Inc.		60,000		4,663,800
				8,274,654
Health Care - 18.3%
Amgen Inc.		51,435		7,896,301
Baxter International Inc.		89,305		6,245,099
Biogen Inc.*		11,865		4,792,748
Celgene Corp.*		42,900		4,965,032
Express Scripts Holding Co*		68,415		6,084,830
Gilead Sciences Inc.		84,890		9,938,921
HCA Holdings Inc.*		54,445		4,939,250
Johnson & Johnson		55,050		5,365,173
UnitedHealth Group Inc.		30,000		3,660,000
Varian Medical Systems Inc.*		43,000		3,626,190
				57,513,544
Industrials - 14.5%
3M Co.		21,137		3,261,439
Boeing Co./The		68,500		9,502,320
Danaher Corp.		38,766		3,317,982
PACCAR Inc.		85,225		5,438,207
Rockwell Collins Inc.		69,190		6,389,696
United Parcel Service Inc., Class B		64,000		6,202,240
United Technologies Corp.		45,678		5,067,061
W.W. Grainger Inc.		25,930		6,136,335
				45,315,280
Information Technology - 27.2%
Communications Equipment - 1.6%
QUALCOMM Inc.		78,000		4,885,140
Computers & Peripherals - 5.0%
Apple Inc.		126,160		15,823,618
Electronic Equipment, Instruments &
Components - 1.4%
TE Connectivity Ltd.		66,265		4,260,840
Internet Software & Services - 5.9%
eBay Inc.*		105,222		6,338,573
Google Inc., Class C*		23,118		12,033,150
				18,371,723
IT Services - 4.1%
Accenture PLC, Class A		86,572		8,378,438
Visa Inc., Class A		68,884		4,625,561
				13,003,999
Semiconductors & Semiconductor
Equipment - 1.7%
Linear Technology Corp.		122,010		5,396,502
Software - 7.5%
Microsoft Corp.		264,700		11,686,505
Oracle Corp.		289,632		11,672,170
				23,358,675
				85,100,497
Telecommunication Service - 1.9%
Verizon Communications Inc.		127,495		5,942,542
Total Common Stocks
(Cost $204,750,353)				304,865,363
SHORT-TERM INVESTMENTS - 2.8%
State Street Institutional U.S. Government
Money Market Fund		8,695,609		8,695,609
Total Short-Term Investments
(Cost $8,695,609)				8,695,609
TOTAL INVESTMENTS - 100.1% (Cost $213,445,962**)				313,560,972
NET OTHER ASSETS AND LIABILITIES - (0.1%)				(405,040	)
TOTAL NET ASSETS - 100.0%			$	313,155,932

*	Non-income producing.
**	Aggregate cost for Federal tax purposes was $213,980,097.
ADR	American Depositary Receipt.
PLC	Public Limited Company.

See accompanying Notes to Financial Statements.

25

Ultra Series Fund | June 30, 2015

Mid Cap Fund Portfolio of Investments (unaudited)

	Shares		Value (Note 2)
COMMON STOCKS - 96.0%
Consumer Discretionary - 25.1%
Media - 12.0%
Discovery Communications Inc., Class C*		290,390	$	9,025,321
Liberty Global PLC*		215,403		10,905,854
Liberty Ventures*		149,114		5,855,707
Omnicom Group Inc.		94,899		6,594,532
				32,381,414
Specialty Retail - 13.1%
Advance Auto Parts Inc.		41,562		6,620,411
CarMax Inc.*		81,742		5,412,138
Ross Stores Inc.		286,470		13,925,306
Sally Beauty Holdings Inc.		304,760		9,624,321
				35,582,176
				67,963,590
Consumer Staples - 1.0%
Brown-Forman Corp., Class B		26,575		2,662,283
Energy - 4.4%
Oceaneering International Inc.		78,570		3,660,576
World Fuel Services Corp.		173,635		8,325,798
				11,986,374
Financials - 25.5%
Commercial Banks - 4.6%
Glacier Bancorp Inc.		214,338		6,305,824
M&T Bank Corp.		49,512		6,185,534
				12,491,358
Insurance - 16.4%
Arch Capital Group Ltd.*		89,674		6,004,571
Brown & Brown Inc.		429,950		14,128,157
Markel Corp.*		20,622		16,511,623
WR Berkley Corp.		151,352		7,859,710
				44,504,061
Real Estate Management & Development - 4.5%
Brookfield Asset Management Inc., Class A		347,682		12,144,532
				69,139,951
Health Care - 8.9%
Catamaran Corp.*		114,590		6,999,157
DaVita HealthCare Partners Inc.*		98,912		7,860,537
Laboratory Corp. of America Holdings*		76,311		9,250,419
				24,110,113
Industrials - 19.9%
Colfax Corp.*		111,508		5,146,094
Copart Inc.*		297,016		10,538,128
Expeditors International of Washington Inc.		190,640		8,789,457
Fastenal Co.		132,040		5,569,447
Generac Holdings Inc.*		111,415		4,428,746
IHS Inc., Class A*		51,341		6,603,993
Jacobs Engineering Group Inc.*		179,104		7,275,205
Precision Castparts Corp.		27,074		5,411,280
				53,762,350
Information Technology - 7.7%
Amphenol Corp., Class A		107,496		6,231,543
CDW Corp.		228,616		7,836,957
Motorola Solutions Inc.		115,800		6,639,972
				20,708,472
Materials - 3.5%
Crown Holdings Inc.*		178,879		9,464,488
Total Common Stocks
(Cost $183,267,346)				259,797,621
SHORT-TERM INVESTMENTS - 6.1%
State Street Institutional U.S. Government
Money Market Fund		16,545,372		16,545,372
Total Short-Term Investments
(Cost $16,545,372)				16,545,372
TOTAL INVESTMENTS - 102.1% (Cost $199,812,718**)				276,342,993
NET OTHER ASSETS AND LIABILITIES - (2.1%)				(5,741,335	)
TOTAL NET ASSETS - 100.0%			$	270,601,658

*	Non-income producing.
**	Aggregate cost for Federal tax purposes was $200,024,765.
PLC	Public Limited Company.

See accompanying Notes to Financial Statements.

26

Ultra Series Fund | June 30, 2015

Small Cap Fund Portfolio of Investments (unaudited)

	Shares		Value (Note 2)
COMMON STOCKS - 93.7%
Consumer Discretionary - 8.7%
Ascena Retail Group Inc.*		6,220	$	103,594
Cato Corp./The, Class A		2,090		81,008
Fred’s Inc., Class A		5,400		104,166
Helen of Troy Ltd.*		1,750		170,608
Stage Stores Inc.		4,110		72,048
				531,424
Consumer Staples - 2.8%
Casey’s General Stores Inc.		780		74,677
Post Holdings Inc.*		1,760		94,917
				169,594
Energy - 6.8%
Dorian LPG Ltd.*		3,810		63,551
Era Group Inc.*		2,340		47,923
RSP Permian Inc.*		3,000		84,330
Scorpio Tankers Inc.		12,000		121,080
SEACOR Holdings Inc.*		970		68,812
Tesco Corp.		2,800		30,520
				416,216
Financials - 20.1%
AMERISAFE Inc.		1,010		47,531
DiamondRock Hospitality Co., REIT		4,269		54,686
Education Realty Trust Inc., REIT		1,833		57,483
First Busey Corp.		7,707		50,635
First Midwest Bancorp Inc.		6,030		114,389
First Niagara Financial Group Inc.		6,207		58,594
Flushing Financial Corp.		2,781		58,429
Great Western Bancorp Inc.		2,800		67,508
Hancock Holding Co.		2,000		63,820
International Bancshares Corp.		4,650		124,945
MB Financial Inc.		2,430		83,689
Northwest Bancshares Inc.		6,880		88,202
Primerica Inc.		1,900		86,811
Solar Capital Ltd.		2,910		52,380
Summit Hotel Properties Inc., REIT		4,410		57,374
Webster Financial Corp.		4,280		169,274
				1,235,750
Health Care - 12.0%
Allscripts Healthcare Solutions Inc.*		6,400		87,552
Amsurg Corp.*		1,190		83,241
Charles River Laboratories International Inc.*		1,500		105,510
Corvel Corp.*		960		30,739
Haemonetics Corp.*		1,750		72,380
ICON PLC*		630		42,399
ICU Medical Inc.*		870		83,224
MedAssets Inc.*		3,100		68,386
Phibro Animal Health Corp., Class A		1,900		73,986
STERIS Corp.		1,400		90,216
				737,633
Industrials - 25.8%
Aerospace & Defense - 1.9%
Cubic Corp.		2,400		114,192
Air Freight & Logistics - 0.9%
UTiWorldwide Inc.*		5,670		56,643
Commercial Services & Supplies - 9.9%
ACCO Brands Corp.*		9,840		76,457
Essendant Inc.		3,100		121,675
G&K Services Inc., Class A		2,100		145,194
Matthews International Corp., Class A		1,940		103,091
SP Plus Corp.*		3,990		104,179
Steelcase Inc., Class A		2,900		54,839
				605,435
Construction & Engineering - 0.8%
Primoris Services Corp.		2,580		51,084
Machinery - 8.3%
Albany International Corp., Class A		3,250		129,350
CIRCOR International Inc.		740		40,352
ESCO Technologies Inc.		2,090		78,187
Luxfer Holdings PLC, ADR		2,800		36,400
Mueller Industries Inc.		4,600		159,712
TriMas Corp.*		2,220		65,712
				509,713
Professional Services - 2.4%
FTI Consulting Inc.*		2,110		87,017
Mistras Group Inc.*		3,200		60,736
				147,753
Trading Companies & Distributors - 1.6%
GATX Corp.		1,870		99,391
				1,584,211
Information Technology - 9.6%
Belden Inc.		2,200		178,706
Coherent Inc.*		860		54,593
Diebold Inc.		2,770		96,950
Forrester Research Inc.		2,600		93,652
Micrel Inc.		5,100		70,890
ScanSource Inc.*		2,500		95,150
				589,941

See accompanying Notes to Financial Statements.

27

Ultra Series Fund | June 30, 2015

Small Cap Fund Portfolio of Investments (unaudited)

	Shares		Value (Note 2)
COMMON STOCKS - continued
Materials - 5.4%
Deltic Timber Corp.		1,170	$	79,139
Greif Inc., Class A		1,500		53,775
Innospec Inc.		1,390		62,605
Koppers Holdings Inc.		1,190		29,417
Sensient Technologies Corp.		1,600		109,344
				334,280
Utilities - 2.5%
Laclede Group Inc./The		1,200		62,472
New Jersey Resources Corp.		1,440		39,672
WGL Holdings Inc.		960		52,118
				154,262
Total Common Stocks
(Cost $3,285,392)				5,753,311
SHORT-TERM INVESTMENTS - 6.8%
State Street Institutional U.S. Government
Money Market Fund		417,947		417,947
Total Short-Term Investments
(Cost $417,947)				417,947
TOTAL INVESTMENTS - 100.5% (Cost $3,703,339**)				6,171,258
NET OTHER ASSETS AND LIABILITIES - (0.5%)				(28,623	)
TOTAL NET ASSETS - 100.0%			$	6,142,635

*	Non-income producing.
**	Aggregate cost for Federal tax purposes was $3,735,669.
ADR	American Depositary Receipt
PLC	Public Limited Company.
REIT	Real Estate Investment Trust.

See accompanying Notes to Financial Statements.

28

Ultra Series Fund | June 30, 2015

International Stock Fund Portfolio of Investments (unaudited)

	Shares		Value (Note 2)
COMMON STOCKS - 95.8%
Australia - 1.6%
BHP Billiton Ltd.	43,290	$	903,481
Brazil - 2.3%
Estacio Participacoes S.A.	122,987		712,028
Kroton Educacional S.A.	151,480		579,299
			1,291,327
Denmark - 4.1%
Carlsberg AS, Class B	13,994		1,270,395
ISS AS	31,585		1,042,150
			2,312,545
France - 14.4%
AXA S.A.	48,715		1,229,033
LVMH Moet Hennessy Louis Vuitton S.A.	7,215		1,264,058
Sanofi	14,819		1,457,809
Schneider Electric SE	20,690		1,428,492
Technip S.A.	17,920		1,109,184
Total S.A.	32,073		1,557,914
			8,046,490
Germany - 2.6%
SAP SE	21,045		1,468,722
Ireland - 2.0%
CRH PLC	40,859		1,146,607
Israel - 1.9%
Teva Pharmaceutical Industries Ltd., ADR	17,840		1,054,344
Japan - 10.0%
Makita Corp.	22,045		1,196,052
Mitsubishi UFJ Financial Group Inc.	227,520		1,635,593
Secom Co. Ltd.	21,443		1,392,039
Seven & I Holdings Co. Ltd.	31,660		1,360,719
			5,584,403
Netherlands - 4.7%
Akzo Nobel N.V.	15,950		1,160,621
ING Groep N.V.*	87,350		1,442,229
			2,602,850
Singapore - 2.0%
DBS Group Holdings Ltd.	71,570		1,099,442
South Korea - 2.2%
Samsung Electronics Co. Ltd.	1,082		1,229,975
Sweden - 1.6%
Telefonaktiebolaget LM Ericsson, Class B	85,234		883,201
Switzerland - 16.3%
ABB Ltd.*	51,730		1,083,345
Credit Suisse Group AG*	41,825		1,149,690
Nestle S.A.	17,710		1,278,598
Novartis AG	18,023		1,776,372
Roche Holding AG	4,385		1,228,804
Syngenta AG	3,531		1,435,136
TE Connectivity Ltd.	18,435		1,185,370
			9,137,315
United Kingdom - 30.1%
Babcock International Group PLC	78,987		1,340,370
Barclays PLC	321,510		1,315,974
Berendsen PLC	62,495		1,000,610
BG Group PLC	95,133		1,583,716
Compass Group PLC	74,570		1,233,780
Diageo PLC	70,735		2,046,131
GlaxoSmithKline PLC	49,540		1,029,430
HSBC Holdings PLC	114,987		1,030,019
Rolls-Royce Holdings PLC*	70,200		959,625
Royal Dutch Shell PLC, Class A	45,908		1,288,655
Standard Chartered PLC	74,475		1,192,422
Tesco PLC	451,466		1,507,757
WPP PLC	58,190		1,303,807
			16,832,296
Total Common Stocks
(Cost $53,787,547)			53,592,998
SHORT-TERM INVESTMENTS - 3.5%
United States - 3.5%
State Street Institutional U.S. Government Money Market Fund	1,967,984		1,967,984
Total Short-Term Investments
(Cost $1,967,984)			1,967,984
TOTAL INVESTMENTS - 99.3% (Cost $55,755,531**)			55,560,982
NET OTHER ASSETS AND LIABILITIES - 0.7%			364,069
TOTAL NET ASSETS - 100.0%		$	55,925,051

*	Non-income producing.
**	Aggregate cost for Federal tax purposes was $55,897,597.
ADR	American Depositary Receipt.
PLC	Public Limited Company.

OTHER INFORMATION:
Sector Concentration	% of Net Assets
Consumer Discretionary	9.1%
Consumer Staples	13.3%
Energy	9.9%
Financials	18.1%
Health Care	11.7%
Industrials	16.9%
Information Technology	8.5%
Materials	8.3%
Short-Term Investments & Net Other Assets & Liabilities	4.2%

See accompanying Notes to Financial Statements.

29

Ultra Series Fund | June 30, 2015

Statements of Assets and Liabilities as of June 30, 2015 (unaudited)

	Conservative		Moderate		Aggressive		Money
	Allocation		Allocation			Allocation	Market
	Fund		Fund		Fund		Fund
Assets:
Investments in securities, at cost
Unaffiliated issuers	$	82,613,322	$	146,680,010	$	51,964,393	$	16,651,424
Affiliated issuers1		84,993,560		135,582,995		44,215,699		–
Net unrealized appreciation (depreciation)
Unaffiliated issuers		2,053,954		3,290,632		2,521,436		–
Affiliated issuers1		7,013,218		27,394,128		11,339,181		–
Total investments at value		176,674,054		312,947,765		110,040,709		16,651,424
Cash		–		–		–		–
Foreign currency (cost of $45,336)(Note 2)		–		–		–		–
Margin deposits for future collateral		–		–		–		–
Receivables:
Investments sold		–		1,200,000		–		–
Fund shares sold		11,875		120,188		45,566		221,836
Dividends and interest		241,152		372,035		151,017		28,981
Due from Adviser		14,795		26,377		9,341		5,516
Other assets		–		–		–		–
Variation margin receivable		–		–		–		–
Total assets		176,941,876		314,666,365		110,246,633		16,907,757
Liabilities:
Payables:
Investments purchased		–		–		–		–
Fund shares repurchased		258,946		396,556		114,923		14,020
Management fees		44,386		79,130		28,023		6,107
Audit and trustees fees		9,479		17,083		6,200		855
Distribution fees – Class II		7,442		6,904		370		310
Options written, at value (premiums received $16,785) (Note 6)		–		–		–		–
Total liabilities		320,253		499,673		149,516		21,292
Net assets applicable to outstanding capital stock	$	176,621,623	$	314,166,692	$	110,097,117	$	16,886,465
Net assets consist of:
Paid-in capital	$	165,329,813		278,636,055		93,473,031		16,886,997
Accumulated undistributed net investment income (loss)		1,112,817		1,530,743		411,638		–
Accumulated net realized gain (loss) on investments sold and foreign currency related transactions		1,111,821		3,315,134		2,351,831		(532	)
Net unrealized appreciation (depreciation) of investments (including appreciation (depreciation), futures, options and foreign currency related transactions)		9,067,172		30,684,760		13,860,617		–
Net Assets	$	176,621,623	$	314,166,692	$	110,097,117	$	16,886,465
Class I Shares:
Net Assets	$	140,985,834	$	281,205,666	$	108,327,677	$	14,814,335
Shares of beneficial interest outstanding		13,735,308		25,542,653		10,464,616		14,814,843
Net Asset Value and redemption price per share	$	10.26	$	11.01	$	10.35	$	1.00
Class II Shares:
Net Assets	$	35,635,789	$	32,961,026	$	1,769,440	$	2,072,130
Shares of beneficial interest outstanding		3,479,524		3,003,034		171,675		2,072,154
Net Asset Value and redemption price per share	$	10.24	$	10.98	$	10.31	$	1.00

¹ See Note 11 for information on affiliated issuers.

See accompanying Notes to Financial Statements.

30

Ultra Series Fund | June 30, 2015

Statements of Assets and Liabilities as of June 30, 2015 (unaudited)

Core			High			Diversified		Large Cap		Large Cap							International
Bond			Income			Income		Value		Growth		Mid Cap			Small Cap		Stock
Fund			Fund			Fund		Fund		Fund		Fund			Fund		Fund
$	232,259,819		$	35,070,331		$	280,351,606	$	340,148,197	$	213,445,962	$	199,812,718		$	3,703,339	$	55,755,531
	–			–			–		–		–		–			–		–
	8,201,592			(357,919	)		52,643,711		77,844,827		100,115,010		76,530,275			2,467,919		(194,549	)
	–			–			–		–		–		–			–		–
	240,461,411			34,712,412			332,995,317		417,993,024		313,560,972		276,342,993			6,171,258		55,560,982
	–			–			–		34,119		10,544		36,952			–		–
	–			–			–		–		–		–			–		45,683
	750,784			–			–		–		–		–			–		–
	–			–			–		10,822,353		–		–			–		18,112
	28,172			11			6,073		13,124		10,484		43,781			46		2,945
	1,753,945			540,751			1,497,402		475,877		240,250		141,327			5,152		364,414
	–			–			–		–		–		–			–		–
	–			–			–		12,838		2,573		1,695			–		–
	164			–			–		–		–		–			–		–
	242,994,476			35,253,174			334,498,792		429,351,335		313,824,823		276,566,748			6,176,456		55,992,136
	–			–			–		–		–		5,422,077			24,208		–
	162,888			21,832			300,731		480,952		434,305		318,704			3,401		6,230
	111,006			21,976			196,644		218,012		211,597		206,548			5,522		54,525
	13,227			1,819			18,240		24,322		16,651		14,805			349		2,722
	9,493			1,385			8,752		1,298		6,338		2,956			341		3,608
	12,188			–			–		–		–		–			–		–
	308,802			47,012			524,367		724,584		668,891		5,965,090			33,821		67,085
$	242,685,674		$	35,206,162		$	333,974,425	$	428,626,751	$	313,155,932	$	270,601,658		$	6,142,635	$	55,925,051
$	234,770,412		$	40,864,717		$	264,473,182	$	311,012,822	$	199,129,236	$	185,510,056		$	3,301,936	$	59,836,356
	3,429,298			942,354			3,942,463		2,379,970		1,662,027		(438,884	)		19,126		776,775
	(3,720,385	)		(6,242,990	)		12,915,069		37,389,835		12,249,659		9,000,211			353,654		(4,487,999	)
	8,206,349			(357,919	)		52,643,711		77,844,124		100,115,010		76,530,275			2,467,919		(200,081	)
$	242,685,674		$	35,206,162		$	333,974,425	$	428,626,751	$	313,155,932	$	270,601,658		$	6,142,635	$	55,925,051
$	196,596,788		$	28,538,033		$	292,173,556	$	422,442,192	$	283,168,568	$	256,493,954		$	4,497,106	$	38,901,015
	19,427,889			3,152,187			14,658,637		13,110,885		10,268,298		13,348,857			494,924		3,405,224
$	10.12		$	9.05		$	19.93	$	32.22	$	27.58	$	19.21		$	9.09	$	11.42
$	46,088,886		$	6,668,129		$	41,800,869	$	6,184,559	$	29,987,364	$	14,107,704		$	1,645,529	$	17,024,036
	4,565,208			735,972			2,105,224		193,141		1,095,408		741,387			182,513		1,494,298
$	10.10		$	9.06		$	19.86	$	32.02	$	27.38	$	19.03		$	9.02	$	11.39

See accompanying Notes to Financial Statements.

31

Ultra Series Fund | June 30, 2015

Statements of Operations for the Period Ended June 30, 2015 (unaudited)

	Conservative			Moderate			Aggressive			Money
	Allocation			Allocation			Allocation			Market
	Fund			Fund			Fund			Fund
Investment Income:
Interest	$	–		$	–		$	–		$	7,737
Dividends
Unaffiliated issuers		687,200			1,292,887			432,348			–
Affiliated issuers1		673,263			638,030			110,425			–
Less: Foreign taxes withheld/reclaimed		–			–			–			–
Total investment income		1,360,463			1,930,917			542,773			7,737
Expenses:
Management fees		279,766			496,789			178,737			38,159
Audit and trustee fees		14,962			26,886			9,752			1,348
Distribution fees – Class II		46,173			42,095			2,225			1,951
Other expenses		–			–			–			–
Total expenses before reimbursement/waiver		340,901			565,770			190,714			41,458
Less reimbursement/waiver2		(93,255	)		(165,596	)		(59,579	)		(33,721	)
Total expenses net of waiver		247,646			400,174			131,135			7,737
Net Investment Income (Loss)		1,112,817			1,530,743			411,638			–
Net Realized and Unrealized Gain (Loss) on Investments
Net realized gain on investments (including net realized gain (loss) on foreign currency related transactions)
Futures		–			–			–			–
Unaffiliated issuers		1,846,332			5,688,835			2,408,678			–
Affiliated issuers1		302,249			74,506			1,053,241			–
Net change in unrealized appreciation (depreciation) on investments (including net unrealized appreciation (depreciation) on foreign currency related transactions)
Options		–			–			–			–
Futures		–			–			–			–
Unaffiliated issuers		(1,156,201	)		(3,406,592	)		(1,210,311	)		–
Affiliated issuers1		(672,956	)		112,313			(736,093	)		–
Net Realized and Unrealized Gain (Loss) on Investments		319,424			2,469,062			1,515,515			–
Net Increase (Decrease) in Net Assets from Operations	$	1,432,241		$	3,999,805		$	1,927,153		$	–

1	See Note 11 for information on affiliated issuers.
2	Waivers include management fees of $93,255, $165,596, $59,579, and $31,771 for Conservative Allocation Fund, Moderate Allocation Fund, Aggressive Allocation Fund and Money Market Fund, respectively, and distribution fees of $1,950 for the Money Market Fund. See Note 3.

See accompanying Notes to Financial Statements.

32

Ultra Series Fund | June 30, 2015

Statements of Operations for the Period Ended June 30, 2015 (unaudited)

Core			High		Diversified			Large Cap			Large Cap				Mid			Small
Bond			Income		Income			Value			Growth			Cap			Cap			International
Fund			Fund		Fund			Fund			Fund			Fund			Fund			Stock Fund
$	4,250,674		$	1,089,877	$	2,523,312		$	–		$	–		$	–		$	–		$	–
	–			–		2,753,953			3,785,870			3,020,670			918,314			58,591			1,221,967
	–			–		–			–			–			–			–			–
	–			–		(8,168	)		20,159			20,854			(13,015	)		(77	)		(95,534	)
	4,250,674			1,089,877		5,269,097			3,806,029			3,041,524			905,299			58,514			1,126,433
	705,239			136,108		1,243,438			1,379,946			1,313,947			1,302,615			36,810			324,239
	20,820			2,875		28,726			38,090			26,261			23,330			549			4,322
	58,158			8,397		54,470			8,023			39,289			18,238			2,029			21,097
	105			143		–			–			–			–			–			–
	784,322			147,523		1,326,634			1,426,059			1,379,497			1,344,183			39,388			349,658
	–			–		–			–			–			–			–			–
	784,322			147,523		1,326,634			1,426,059			1,379,497			1,344,183			39,388			349,658
	3,466,352			942,354		3,942,463			2,379,970			1,662,027			(438,884	)		19,126			776,775
	(496	)		–		–			–			–			–			–			–
	1,446,560			217,698		13,764,783			37,650,288						16,641,928			789,852			904,494
	–			–		–			–			–			–			–			–
	4,597			–		–			–			–			–			–			–
	160			–		–			–			–			–			–			–
	(5,059,874	)		29,818		(22,511,829	)		(45,629,686	)		(6,681,732	)		(9,930,821	)		(479,908	)		1,873,012
	–			–		–			–			–			–			–			–
	(3,609,053	)		247,516		(8,747,046	)		(7,979,398	)		6,218,035			6,711,107			309,944			2,777,506
$	(142,701	)	$	1,189,870		(4,804,583	)		(5,599,428	)	$	7,880,062		$	6,272,223			329,070		$	3,554,281

See accompanying Notes to Financial Statements.

33

Ultra Series Fund | June 30, 2015

Statements of Changes in Net Assets

	Conservative Allocation Fund						Moderate Allocation Fund
	(unaudited) Six-Months Ended 6/30/15			Year Ended 12/31/14			(unaudited) Six-Months Ended 6/30/15			Year Ended 12/31/14
Net Assets at beginning of period	$	193,891,177		$	221,495,834		$	349,701,579		$	405,919,208
Increase (decrease) in net assets from operations:
Net investment income		1,112,817			3,550,539			1,530,743			5,217,220
Net realized gain (loss)		2,148,581			16,895,296			5,763,341			50,712,544
Net change in unrealized appreciation (depreciation)		(1,829,157	)		(8,344,608	)		(3,294,279	)		(31,170,548	)
Net increase (decrease) in net assets from operations		1,432,241			12,101,227			3,999,805			24,759,216
Distributions to shareholders from:
Net investment income
Class I		(88,193	)		(3,402,067	)		(150,345	)		(6,493,960	)
Class II		–			(704,695	)		–			(602,132	)
Net realized gains
Class I		(277,933	)		(12,050,186	)		(601,351	)		(28,132,573	)
Class II		(70,321	)		(2,935,699	)		(70,857	)		(3,058,767	)
Total distributions		(436,447	)		(19,092,647	)		(822,553	)		(38,287,432	)
Capital Stock transactions:
Class I Shares
Shares sold		7,437,319			21,935,959			14,569,735			43,131,430
Issued to shareholders in reinvestment of distributions		366,126			15,452,253			751,696			34,626,533
Shares redeemed		(23,704,582	)		(57,249,804	)		(52,580,305	)		(121,087,762	)
Net decrease in net assets from capital stock transactions		(15,901,137	)		(19,861,592	)		(37,258,874	)		(43,329,799	)
Class II Shares
Shares sold		135,499			1,027,070			116,205			751,866
Issued to shareholders in reinvestment of distributions		70,321			3,640,394			70,857			3,660,899
Shares redeemed		(2,570,031	)		(5,419,109	)		(1,640,327	)		(3,772,379	)
Net increase (decrease) in net assets from capital stock transactions		(2,364,211	)		(751,645	)		(1,453,265	)		640,386
Total decrease from capital stock transactions		(18,265,348	)		(20,613,237	)		(38,712,139	)		(42,689,413	)
Total decrease in net assets		(17,269,554	)		(27,604,657	)		(35,534,887	)		(56,217,629	)
Net Assets at end of period	$	176,621,623		$	193,891,177		$	314,166,692		$	349,701,579
Undistributed net investment income (loss) included in net assets	$	1,112,817		$	88,193		$	1,530,743		$	150,345
Capital Share transactions:
Class I Shares
Shares sold		715,707			1,991,413			1,306,117			3,655,606
Issued to shareholders in reinvestment of distributions		35,321			1,510,603			67,338			3,169,591
Shares redeemed		(2,283,758	)		(5,189,392	)		(4,739,897	)		(10,232,628	)
Net decrease from capital shares transactions		(1,532,730	)		(1,687,376	)		(3,366,442	)		(3,407,431	)
Class II Shares
Shares sold		13,121			92,980			10,494			63,763
Issued to shareholders in reinvestment of distributions		6,799			356,678			6,367			336,029
Shares redeemed		(248,260	)		(494,536	)		(148,088	)		(319,334	)
Net increase (decrease) from capital shares transactions		(228,340	)		(44,878	)		(131,227	)		80,458

See accompanying Notes to Financial Statements.

34

Ultra Series Fund | June 30, 2015

Statements of Changes in Net Assets

Aggressive Allocation Fund							Money Market Fund						Core Bond Fund						High Income Fund
(unaudited) Six-Months Ended 6/30/15			Year Ended 12/31/14			(unaudited) Six-Months Ended 6/30/15			Year Ended 12/31/14			(unaudited) Six-Months Ended 6/30/15			Year Ended 12/31/14			(unaudited) Six-Months Ended 6/30/15			Year Ended 12/31/14
$	126,646,667		$	151,424,905		$	17,432,668		$	38,651,351		$	272,138,449		$	317,279,976		$	37,140,371		$	50,527,771
	411,638			1,592,866			–			–			3,466,352			8,446,817			942,354			2,345,777
	3,461,919			22,817,527			–			(133	)		1,446,064			3,915,719			217,698			833,855
	(1,946,404	)		(14,436,108	)		–			–			(5,055,117	)		2,550,830			29,818			(2,033,868	)
	1,927,153			9,974,285			–			(133	)		(142,701	)		14,913,366			1,189,870			1,145,764
	(50,748	)		(2,419,294	)		–			–			(166,790	)		(7,223,545	)		(42,707	)		(1,961,711	)
	–			(30,110	)		–			–			–			(1,408,780	)		(2,166	)		(410,777	)
	(432,121	)		(20,252,698	)		–			–			–			–			–			–
	(7,097	)		(294,984	)		–			–			–			–			–			–
	(489,966	)		(22,997,086	)		–			–			(166,790	)		(8,632,325	)		(44,873	)		(2,372,488	)
	11,927,902			34,495,157			3,015,259			11,718,129			11,191,187			32,515,058			303,153			2,663,395
	482,869			22,671,992			–			–			166,790			7,223,545			42,707			1,961,711
	(30,341,447	)		(69,025,557	)		(3,905,469	)		(32,935,293	)		(39,536,448	)		(90,494,379	)		(3,200,973	)		(16,870,817	)
	(17,930,676	)		(11,858,408	)		(890,210	)		(21,217,164	)		(28,178,471	)		(50,755,776	)		(2,855,113	)		(12,245,711	)
	713			65,733			1,697,660			1,524,312			935,052			1,762,294			58,822			284,623
	7,097			325,095			–			–			–			1,408,780			2,166			410,777
	(63,871	)		(287,857	)		(1,353,653	)		(1,525,698	)		(1,899,865	)		(3,837,866	)		(285,081	)		(610,365	)
	(56,061	)		102,971			344,007			(1,386	)		(964,813	)		(666,792	)		(224,093	)		85,035
	(17,986,737	)		(11,755,437	)		(546,203	)		(21,218,550	)		(29,143,284	)		(51,422,568	)		(3,079,206	)		(12,160,676	)
	(16,549,550	)		(24,778,238	)		(546,203	)		(21,218,683	)		(29,452,775	)		(45,141,527	)		(1,934,209	)		(13,387,400	)
$	110,097,117		$	126,646,667		$	16,886,465		$	17,432,668		$	242,685,674		$	272,138,449		$	35,206,162		$	37,140,371
$	411,638		$	50,748		$	–		$	–		$	3,429,298		$	129,736		$	942,354		$	44,873
	1,136,795			2,877,872			3,015,259			11,718,129			1,092,146			3,163,909			33,668			281,860
	45,855			2,209,992			–			–			16,439			715,289			4,686			223,149
	(2,899,710	)		(5,734,433	)		(3,905,469	)		(32,935,293	)		(3,865,968	)		(8,807,181	)		(354,610	)		(1,768,454	)
	(1,717,060	)		(646,569	)		(890,210	)		(21,217,164	)		(2,757,383	)		(4,927,983	)		(316,256	)		(1,263,445	)
	69			5,392			1,697,660			1,524,312			91,737			172,318			6,469			30,035
	677			31,812			–			–			–			139,836			238			46,800
	(6,213	)		(24,575	)		(1,353,653	)		(1,525,698	)		(186,347	)		(373,410	)		(31,494	)		(64,559	)
	(5,467	)		12,629			344,007			(1,386	)		(94,610	)		(61,256	)		(24,787	)		12,276

See accompanying Notes to Financial Statements.

35

Ultra Series Fund | June 30, 2015

Statements of Changes in Net Assets

	Diversified Income Fund						Large Cap Value Fund
	(unaudited) Six-Months Ended 6/30/15			Year Ended 12/31/14			(unaudited) Six-Months Ended 6/30/15			Year Ended 12/31/14
Net Assets at beginning of period	$	372,723,442		$	422,408,289		$	498,116,441		$	583,605,748
Increase (decrease) in net assets from operations:
Net investment income		3,942,463			8,646,563			2,379,970			6,501,864
Net realized gain		13,764,783			31,668,287			37,650,288			106,412,792
Net change in unrealized appreciation (depreciation)		(22,511,829	)		(13,058,230	)		(45,629,686	)		(48,579,320	)
Net increase (decrease) in net assets from operations		(4,804,583	)		27,256,620			(5,599,428	)		64,335,336
Distributions to shareholders from:
Net investment income
Class I		(176,810	)		(7,771,575	)		(127,386	)		(6,427,063	)
Class II		–			(977,178	)		–			(76,797	)
Net realized gains
Class I		(942,355	)		(21,182,216	)		(6,113,543	)		(70,378,312	)
Class II		(134,725	)		(2,897,459	)		(89,746	)		(959,408	)
Total distributions		(1,253,890	)		(32,828,428	)		(6,330,675	)		(77,841,580	)
Capital Stock transactions:
Class I Shares
Shares sold		9,592,021			24,882,666			17,263,034			54,825,977
Issued to shareholders in reinvestment of distributions		1,119,165			28,953,791			6,240,930			76,805,375
Shares redeemed		(41,218,174	)		(100,055,784	)		(80,724,924	)		(203,695,526	)
Net decrease in net assets from capital stock transactions		(30,506,988	)		(46,219,327	)		(57,220,960	)		(72,064,174	)
Class II Shares
Shares sold		500,189			2,129,257			108,439			177,972
Issued to shareholders in reinvestment of distributions		134,725			3,874,637			89,746			1,036,205
Shares redeemed		(2,818,470	)		(3,897,606	)		(536,812	)		(1,133,066	)
Net increase (decrease) in net assets from capital stock transactions		(2,183,556	)		2,106,288			(338,627	)		81,111
Total decrease from capital stock transactions		(32,690,544	)		(44,113,039	)		(57,559,587	)		(71,983,063	)
Total increase (decrease) in net assets		(38,749,017	)		(49,684,847	)		(69,489,690	)		(85,489,307	)
Net Assets at end of period	$	333,974,425		$	372,723,442		$	428,626,751		$	498,116,441
Undistributed net investment income (loss) included in net assets	$	3,942,463		$	176,810		$	2,379,970		$	127,386
Capital Share transactions:
Class I Shares
Shares sold		469,827			1,170,812			522,133			1,508,591
Issued to shareholders in reinvestment of distributions		55,325			1,417,454			189,937			2,288,674
Shares redeemed		(2,025,298	)		(4,677,693	)		(2,446,262	)		(5,543,023	)
Net decrease from capital shares transactions		(1,500,146	)		(2,089,427	)		(1,734,192	)		(1,745,758	)
Class II Shares
Shares sold		24,679			100,182			3,310			4,991
Issued to shareholders in reinvestment of distributions		6,685			190,353			2,748			31,042
Shares redeemed		(139,132	)		(182,662	)		(16,377	)		(31,024	)
Net increase (decrease) from capital shares transactions		(107,768	)		107,873			(10,319	)		5,009

See accompanying Notes to Financial Statements.

36

Ultra Series Fund | June 30, 2015

Statements of Changes in Net Assets

Large Cap Growth Fund						Mid Cap Fund						Small Cap Fund						International Stock Fund
(unaudited) Six-Months Ended 6/30/15			Year Ended 12/31/14			(unaudited) Six-Months Ended 6/30/15			Year Ended 12/31/14			(unaudited) Six-Months Ended 6/30/15			Year Ended 12/31/14			(unaudited) Six-Months Ended 6/30/15			Year Ended 12/31/14
$	337,968,393		$	393,941,558		$	301,770,803		$	397,464,658		$	7,103,029		$	7,895,899		$	54,999,579		$	94,941,935
	1,662,027			2,224,763			(438,884	)		296,920			19,126			47,744			776,775			1,506,513
	12,899,767			52,839,506			16,641,928			70,533,678			789,852			928,464			904,494			25,267,786
	(6,681,732	)		(13,925,408	)		(9,930,821	)		(40,311,267	)		(479,908	)		(492,492	)		1,873,012			(30,316,523	)
	7,880,062			41,138,861			6,272,223			30,519,331			329,070			483,716			3,554,281			(3,542,224	)
	(131,990	)		(1,977,973	)		(181,091	)		(115,829	)		–			(39,054	)		(106,296	)		(1,783,973	)
	–			(160,976	)		–			–			–			(7,677	)		(26,341	)		(597,632	)
	(3,277,812	)		(46,753,592	)		(6,213,811	)		(56,560,764	)		(30,124	)		(573,640	)		(59,742	)		(2,972,354	)
	(351,265	)		(4,926,818	)		(345,276	)		(2,968,504	)		(11,302	)		(173,754	)		(26,331	)		(1,242,537	)
	(3,761,067	)		(53,819,359	)		(6,740,178	)		(59,645,097	)		(41,426	)		(794,125	)		(218,710	)		(6,596,496	)
	13,830,158			37,378,446			12,306,332			44,056,449			900,627			537,991			975,572			5,044,804
	3,409,802			48,731,565			6,394,902			56,676,593			30,125			612,694			166,038			4,756,327
	(43,618,683	)		(129,054,671	)		(48,507,316	)		(168,231,890	)		(2,121,078	)		(1,565,602	)		(3,421,201	)		(39,668,120	)
	(26,378,723	)		(42,944,660	)		(29,806,082	)		(67,498,848	)		(1,190,326	)		(414,917	)		(2,279,591	)		(29,866,989	)
	69,592			350,238			112,770			300,526			86,897			56,821			389,809			429,564
	351,265			5,087,794			345,276			2,968,504			11,301			181,431			52,672			1,840,169
	(2,973,590	)		(5,786,039	)		(1,353,154	)		(2,338,271	)		(155,910	)		(305,796	)		(572,989	)		(2,206,380	)
	(2,552,733	)		(348,007	)		(895,108	)		930,759			(57,712	)		(67,544	)		(130,508	)		63,353
	(28,931,456	)		(43,292,667	)		(30,701,190	)		(66,568,089	)		(1,248,038	)		(482,461	)		(2,410,099	)		(29,803,636	)
	(24,812,461	)		(55,973,165	)		(31,169,145	)		(95,693,855	)		(960,394	)		(792,870	)		925,472			(39,942,356	)
$	313,155,932		$	337,968,393		$	270,601,658		$	301,770,803		$	6,142,635		$	7,103,029		$	55,925,051		$	54,999,579
$	1,662,027		$	131,990		$	(438,884	)	$	181,091		$	19,126		$	–		$	776,775		$	132,637
	493,770			1,257,904			622,874			2,017,029			104,650			59,458			85,117			385,617
	120,967			1,759,977			326,724			2,897,743			3,273			70,450			14,157			420,782
	(1,559,698	)		(4,321,650	)		(2,455,194	)		(7,602,720	)		(242,041	)		(173,466	)		(300,581	)		(3,035,366	)
	(944,961	)		(1,303,769	)		(1,505,596	)		(2,687,948	)		(134,118	)		(43,558	)		(201,307	)		(2,228,967	)
	2,490			11,860			5,728			13,777			9,770			6,355			33,956			34,647
	12,552			185,002			17,812			153,296			1,237			20,991			4,503			165,066
	(106,860	)		(196,599	)		(69,809	)		(107,526	)		(17,686	)		(34,360	)		(50,607	)		(169,658	)
	(91,818	)		263			(46,269	)		59,547			(6,679	)		(7,014	)		(12,148	)		30,055

See accompanying Notes to Financial Statements.

37

Ultra Series Fund | June 30, 2015

Financial Highlights for a Share of Beneficial Interest Outstanding

CONSERVATIVE ALLOCATION FUND
	(unaudited)			Year Ended December 31,
CLASS I	Six-Months Ended 6/30/15			2014			2013			2012			2011			2010
Net Asset Value at beginning of period	$	10.22		$	10.70		$	10.45		$	9.96		$	10.01		$	9.61
Income from Investment Operations:
Net investment income1		0.06			0.19			0.25			0.29			0.28			0.29
Net realized and unrealized gain on investments		0.01			0.46			0.55			0.60			0.03			0.52
Total from investment operations		0.07			0.65			0.80			0.89			0.31			0.81
Less Distributions From:
Net investment income		(0.01	)		(0.25	)		(0.27	)		(0.40	)		(0.35	)		(0.41	)
Capital gains		(0.02	)		(0.88	)		(0.28	)		–			–			–
Return of capital		–			–			–			–			(0 01	)		–
Total distributions		(0.03	)		(1.13	)		(0.55	)		(0.40	)		(0.36	)		(0.41	)
Net increase (decrease) in net asset value		0.04			(0.48	)		0.25			0.49			(0.05	)		0.40
Net Asset Value at end of period	$	10.26		$	10.22		$	10.70		$	10.45		$	9.96		$	10.01
Total Return (%)2		0.66	3		6.03			7.61			8.98			3.14			8.37
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$	140,986		$	156,054		$	181,427		$	195,526		$	184,431		$	195,657
Ratios of expenses to average net assets:
Before waiver of expenses by Adviser (%)		0.32	4		0.31			0.31			0.31			0.31			0.31
After waiver of expenses by Adviser (%)		0.22	4		0.27	5		0.31			0.31			0.31			0.31
Ratio of net investment income to average net assets (%)		1.24	4		1.71			2.27			2.79			2.76			2.90
Portfolio turnover (%)6		21	3		73			70			44			36			36
CLASS II	(unaudited) Six-Months Ended 6/30/15			2014			2013			2012			2011			2010
Net Asset Value at beginning of period	$	10.20		$	10.68		$	10.43		$	9.95		$	10.00		$	9.61
Income from Investment Operations:
Net investment income1		0.05			0.18			0.22			0.26			0.27			0.35
Net realized and unrealized gain on investments		0.01			0.43			0.55			0.61			0.02			0.43
Total from investment operations		0.06			0.61			0.77			0.87			0.29			0.78
Less Distributions From:
Net investment income		–			(0.21	)		(0.24	)		(0.39	)		(0.33	)		(0.39	)
Capital gains		(0.02	)		(0.88	)		(0.28	)		–			–			–
Return of capital		–			–			–			–			(0.01	)		–
Total distributions		(0.02	)		(1.09	)		(0.52	)		(0.39	)		(0.34	)		(0.39	)
Net increase (decrease) in net asset value		0.04			(0.48	)		0.25			0.48			(0.05	)		0.39
Net Asset Value at end of period	$	10.24		$	10.20		$	10.68		$	10.43		$	9.95		$	10.00
Total Return (%)2		0.54	3		5.77			7.34			8.71			2.89			8.10
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$	35,636		$	37,837		$	40,069		$	42,691		$	43,203		$	35,425
Ratios of expenses to average net assets:
Before waiver of expenses by Adviser (%)		0.57	4		0.56			0.56			0.56			0.56			0.55
After waiver of expenses by Adviser (%)		0.47	4		0.51	5		0.56			0.56			0.56			0.55
Ratio of net investment income to average net assets (%)		1.00	4		1.65			2.04			2.49			2.67			3.47
Portfolio turnover (%)6		21	3		73			70			44			36			36

1	Based on average shares outstanding during the year.
2	These returns are after all charges at the mutual fund level have been subtracted. These returns are higher than the returns at the separate account level because charges made at the separate account level have not been subtracted. Total returns are not annualized for periods less than one year.
3	Not annualized.
4	Annualized.
5	Amount includes fees waived by the adviser (see Note 3).
6	Portfolio turnover is calculated at the fund level and represents the entire fiscal year or period.

See accompanying Notes to Financial Statements.

38

Ultra Series Fund | June 30, 2015

Financial Highlights for a Share of Beneficial Interest Outstanding

MODERATE ALLOCATION FUND
	(unaudited)			Year Ended December 31,
CLASS I	Six-Months Ended 6/30/15			2014			2013			2012			2011			2010
Net Asset Value at beginning of period	$	10.92		$	11.48		$	10.11		$	9.42		$	9.49		$	8.87
Income from Investment Operations:
Net investment income1		0.05			0.16			0.19			0.23			0.20			0.20
Net realized and unrealized gain (loss) on investments		0.07			0.62			1.39			0.77			(0.01	)		0.71
Total from investment operations		0.12			0.78			1.58			1.00			0.19			0.91
Less Distributions From:
Net investment income		(0.01	)		(0.25	)		(0.21	)		(0.31	)		(0.26	)		(0.29	)
Capital gains		(0.02	)		(1.09	)		–			–			–			–
Total distributions		(0.03	)		(1.34	)		(0.21	)		(0.31	)		(0.26	)		(0.29	)
Net increase (decrease) in net asset value		0.09			(0.56	)		1.37			0.69			(007	)		0.62
Net Asset Value at end of period	$	11.01		$	10.92		$	11.48		$	10.11		$	9.42		$	9.49
Total Return (%)2		1.08	3		6.85			15.66			10.54			2.03			10.22
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$	281,206		$	315,568		$	370,954		$	358,486		$	346,733		$	352,545
Ratios of expenses to average net assets (%)
Ratio of net investment income to average net assets:		0.32	4		0.31			0.31			0.31			0.31			0.31
Before waiver of expenses by Adviser (%)		0.22	4		0.27	5		0.31			0.31			0.31			0.31
After waiver of expenses by Adviser (%)		0.95	4		1.37			1.75			2.32			2.07			2.24
Portfolio turnover (%)6		22	3		73			66			49			25			34
CLASS II		(unaudited) Six-Months Ended 6/30/15			2014			2013			2012			2011			2010
Net Asset Value at beginning of period	$	10.89		$	11.45		$	10.08		$	9.41		$	9.48		$	8.87
Income from Investment Operations:
Net investment income1		0.04			0.18			0.16			0.20			0.18			0.25
Net realized and unrealized gain (loss) on investments		0.07			0.57			1.39			0.77			(0.01	)		0.63
Total from investment operations		0.11			0.75			1.55			0.97			0.17			0.88
Less Distributions From:
Net investment income		–			(0.22	)		(0.18	)		(0.30	)		(0.24	)		(0.27	)
Capital gains		(0.02	)		(1.09	)		–			–			–			–
Total distributions		(0.02	)		(1.31	)		(0.18	)		(0.30	)		(0.24	)		(0.27	)
Net increase (decrease) in net asset value		0.09			(0.56	)		1.37			0.67			(0.07	)		0.61
Net Asset Value at end of period	$	10.98		$	10.89		$	11.45		$	10.08		$	9.41		$	9.48
Total Return (%)2		0.96	3		6.58			15.37			10.26			1.78			9.94
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$	32,961		$	34,134		$	34,965		$	34,573		$	35,873		$	31,715
Ratios of expenses to average net assets:
Before waiver of expenses by Adviser (%)		0.57	4		0.56			0.56			0.56			0.56			0.56
After waiver of expenses by Adviser (%)		0.47	4		0.51	5		0.56			0.56			0.56			0.56
Ratio of net investment income to average net assets (%)		0.71	4		1.49			1.49			2.01			1.86			2.76
Portfolio turnover (%)6		22	3		73			66			49			25			34

1	Based on average shares outstanding during the year.
2	These returns are after all charges at the mutual fund level have been subtracted. These returns are higher than the returns at the separate account level because charges made at the separate account level have not been subtracted. Total returns are not annualized for periods less than one year.
3	Not annualized.
4	Annualized.
5	Amount includes fees waived by the adviser (see Note 3).
6	Portfolio turnover is calculated at the fund level and represents the entire fiscal year or period.

See accompanying Notes to Financial Statements.

39

Ultra Series Fund | June 30, 2015

Financial Highlights for a Share of Beneficial Interest Outstanding

AGGRESSIVE ALLOCATION FUND
	(unaudited)			Year Ended December 31,
CLASS I	Six-Months Ended 6/30/15			2014			2013			2012			2011			2010
Net Asset Value at beginning of period	$	10.25		$	11.66		$	9.75		$	8.96		$	9.08		$	8.30
Income from Investment Operations:
Net investment income1		0.04			0.14			0.12			0.17			0.12			0.11
Net realized and unrealized gain (loss) on investments		0.11			0.72			2.07			0.84			(0.08	)		0.81
Total from investment operations		0.15			0.86			2.19			1.01			0.04			0.92
Less Distributions From:
Net investment income		(0.01	)		(0.24	)		(0.13	)		(0.22	)		(0.16	)		(0.14	)
Capital gains		(0.04	)		(2.03	)		(0.15	)		–			–			–
Total distributions		(0.05	)		(2.27	)		(0.28	)		(0.22	)		(0.16	)		(0.14	)
Net increase (decrease) in net asset value		0.10			(1.41	)		1.91			0.79			(0.12	)		0.78
Net Asset Value at end of period	$	10.35		$	10.25		$	11.66		$	9.75		$	8.96		$	9.08
Total Return (%)2		1.41	3		7.46			22.35			11.34			0.48			11.15
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$	108,328		$	124,838		$	149,514		$	142,755		$	132,575		$	126,270
Ratios of expenses to average net assets:
Before waiver of expenses by Adviser (%)		0.32	4		0.31			0.31			0.31			0.31			0.31
After waiver of expenses by Adviser (%)		0.22	4		0.27	5		0.31			0.31			0.31			0.31
Ratio of net investment income to average net assets (%)		0.69	4		1.13			1.07			1.80			1.26			1.27
Portfolio turnover (%)6		24	3		70			70			69			32			33
CLASS II	(unaudited) Six-Months Ended 6/30/15			2014			2013			2012			2011			2010
Net Asset Value at beginning of period	$	10.21		$	11.62		$	9.72		$	8.95		$	9.07		$	8.30
Income from Investment Operations:
Net investment income1		0.02			0.17			0.09			0.15			0.10			0.17
Net realized and unrealized gain (loss) on investments		0.12			0.66			2.06			0.83			(0.08	)		0.73
Total from investment operations		0.14			0.83			2.15			0.98			0.02			0.90
Less Distributions From:
Net investment income		–			(0.21	)		(0.10	)		(0.21	)		(0.14	)		(0.13	)
Capital gains		(0.04	)		(2.03	)		(0.15	)		–			–			–
Total distributions		(0.04	)		(2.24	)		(0.25	)		(0.21	)		(0.14	)		(0.13	)
Net increase (decrease) in net asset value		0.10			(1.41	)		1.90			0.77			(0.12	)		0.77
Net Asset Value at end of period	$	10.31		$	10.21		$	11.62		$	9.72		$	8.95		$	9.07
Total Return (%)2		1.28	3		7.19			22.05			11.06			0.23			10.87
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$	1,769		$	1,809		$	1,911		$	1,921		$	1,786		$	1,424
Ratios of expenses to average net assets:
Before waiver of expenses by Adviser (%)		0.57	4		0.56			0.56			0.56			0.56			0.56
After waiver of expenses by Adviser (%)		0.47	4		0.51	5		0.56			0.56			0.56			0.56
Ratio of net investment income to average net assets (%)		0.47	4		1.45			0.81			1.55			1.05			1.99
Portfolio turnover (%)6		24	3		70			70			69			32			33

1	Based on average shares outstanding during the year.
2	These returns are after all charges at the mutual fund level have been subtracted. These returns are higher than the returns at the separate account level because charges made at the separate account level have not been subtracted. Total returns are not annualized for periods less than one year.
3	Not annualized.
4	Annualized.
5	Amount includes fees waived by the adviser (see Note 3).
6	Portfolio turnover is calculated at the fund level and represents the entire fiscal year or period.

See accompanying Notes to Financial Statements.

40

Ultra Series Fund  |   June 30, 2015

Financial Highlights for a Share of Beneficial Interest Outstanding

MONEY MARKET FUND
	(unaudited)			Year Ended December 31,
CLASS I	Six-Months Ended 6/30/15			2014		2013		2012		2011		2010
Net Asset Value at beginning of period	$	1.00		$	1.00	$	1.00	$	1.00	$	1.00	$	1.00
Income from Investment Operations:
Net investment income1		–			–		–		–		–		–
Total from investment operations		–			–		–		–		–		–
Net increase in net asset value		–			–		–		–		–		–
Net Asset Value at end of period	$	1.00		$	1.00	$	1.00	$	1.00	$	1.00	$	1.00
Total Return(%)2		0.00	3		0.00		0.00		0.00		0.00		0.00
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$	14,814		$	15,705	$	36,922	$	48,648	$	61,682	$	69,634
Ratios of expenses to average net assets:
Before waiver of expenses by adviser (%)		0.47	4		0.46		0.46		0.46		0.47		0.47
After waiver of expenses by adviser (%)5		0.09	4		0.09		0.12		0.11		0.08		0.14
Ratio of net investment income to average net assets (%)		0.00	4		0.00		0.00		0.00		0.00		0.00
CLASS II	(unaudited) Six-Months Ended 6/30/15			2014		2013		2012		2011		2010
Net Asset Value at beginning of period	$	1.00		$	1.00	$	1.00	$	1.00	$	1.00	$	1.00
Income from Investment Operations:
Net investment income1		–			–		–		–		–		–
Total from investment operations		–			–		–		–		–		–
Net increase in net asset value		–			–		–		–		–		–
Net Asset Value at end of period	$	1.00		$	1.00	$	1.00	$	1.00	$	1.00	$	1.00
Total Return (%)2		0.00	3		0.00		0.00		0.00		0.00		0.00
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$	2,072		$	1,728	$	1,730	$	1,676	$	979	$	577
Ratios of expenses to average net assets:
Before waiver of expenses by adviser (%)		0.70	4		0.71		0.71		0.71		0.72		0.73
After waiver of expenses by adviser (%)5		0.09	4		0.09		0.12		0.12		0.07		0.16
Ratio of net investment income to average net assets (%)		0.00	4		0.00		0.00		0.00		0.00		0.00

1	Based on average shares outstanding during the year.
2	These returns are after all charges at the mutual fund level have been subtracted. These returns are higher than the returns at the separate account level because charges made at the separate account level have not been subtracted. Total returns are not annualized for periods less than one year.
3	Not annualized.
4	Annualized.
5	Amount includes fees waived by the adviser (see Note 3).

See accompanying Notes to Financial Statements.

41

Ultra Series Fund  |   June 30, 2015

Financial Highlights for a Share of Beneficial Interest Outstanding

CORE BOND FUND
	(unaudited)			Year Ended December 31,
CLASS I	Six-Months Ended 6/30/15			2014			2013			2012			2011			2010
Net Asset Value at beginning of period	$	10.14		$	9.97		$	10.55		$	10.57		$	10.29		$	10.14
Income from Investment Operations:
Net investment income1		0.14			0.30			0.31			0.34			0.38			0.40
Net realized and unrealized gain (loss) on investments		(0.15	)		0.20			(0.54	)		0.00			0.31			0.20
Total from investment operations		(0.01	)		0.50			(0.23	)		0.34			0.69			0.60
Less Distributions From:
Net investment income		(0.01	)		(0.33	)		(0.35	)		(0.36	)		(0.41	)		(0.45	)
Net increase (decrease) in net asset value		(0.02	)		0.17			(0.58	)		(0.02	)		0.28			0.15
Net Asset Value at end of period	$	10.12		$	10.14		$	9.97		$	10.55		$	10.57		$	10.29
Total Return (%)2		(0.13	)3		5.09			(2.24	)		3.21			6.73			5.92
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$	196,597		$	224,976		$	270,289		$	340,335		$	375,325		$	429,499
Ratios of expenses to average net assets (%)		0.57	4		0.56			0.56			0.56			0.57			0.56
Ratio of net investment income to average net assets (%)		2.75	4		2.88			3.02			3.13			3.62			3.76
Portfolio turnover (%)5		16	3		17			14			11			6			2
CLASS II	(unaudited) Six-Months Ended 6/30/15			2014			2013			2012			2011			2010
Net Asset Value at beginning of period	$	10.12		$	9.95		$	10.54		$	10.56		$	10.28		$	10.14
Income from Investment Operations:
Net investment income1		0.13			0.27			0.29			0.31			0.36			0.37
Net realized and unrealized gain (loss) on investments		(0.15	)		0.21			(0.56	)		0.01			0.31			0.20
Total from investment operations		(0.02	)		0.48			(0.27	)		0.32			0.67			0.57
Less Distributions From:
Net investment income		–			(0.31	)		(0.32	)		(0.34	)		(0.39	)		(0.43	)
Net increase (decrease) in net asset value		(0.02	)		0.17			(0.59	)		(0.02	)		0.28			0.14
Net Asset Value at end of period	$	10.10		$	10.12		$	9.95		$	10.54		$	10.56		$	10.28
Total Return (%)2		(0.25	)3		4.83			(2.49	)		2.96			6.47			5.66
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$	46,089		$	47,162		$	46,991		$	49,456		$	49,774		$	35,750
Ratios of expenses to average net assets (%)		0.82	4		0.81			0.81			0.81			0.82			0.81
Ratio of net investment income to average net assets (%)		2.50	4		2.62			2.77			2.88			3.36			3.49
Portfolio turnover (%)5		16	3		17			14			11			6			2

1	Based on average shares outstanding during the year.
2	These returns are after all charges at the mutual fund level have been subtracted. These returns are higher than the returns at the separate account level because charges made at the separate account level have not been subtracted. Total returns are not annualized for periods less than one year.
3	Not annualized.
4	Annualized.
5	Portfolio turnover is calculated at the fund level and represents the entire fiscal year or period.

See accompanying Notes to Financial Statements.

42

Ultra Series Fund  |   June 30, 2015

Financial Highlights for a Share of Beneficial Interest Outstanding

HIGH INCOME FUND
	(unaudited)			Year Ended December 31,
CLASS I	Six-Months Ended 6/30/15			2014			2013			2012			2011			2010
Net Asset Value at beginning of period	$	8.78		$	9.22		$	9.37		$	9.18		$	9.42		$	9.11
Income from Investment Operations:
Net investment income1		0.23			0.49			0.52			0.61			0.65			0.72
Net realized and unrealized gain (loss) on investments		0.06			(0.33	)		(0.01	)		0.42			(0.18	)		0.35
Total from investment operations		0.29			0.16			0.51			1.03			0.47			1.07
Less Distributions From:
Net investment income		(0.02	)		(0.60	)		(0.66	)		(0.84	)		(0.71	)		(0.76	)
Net increase (decrease) in net asset value		0.27			(0.44	)		(0.15	)		0.19			(0.24	)		0.31
Net Asset Value at end of period	$	9.05		$	8.78		$	9.22		$	9.37		$	9.18		$	9.42
Total Return (%)2		3.26	3		1.74			5.49			11.23			5.01			11.73
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$	28,538		$	30,455		$	43,622		$	60,362		$	86,462		$	95,552
Ratios of expenses to average net assets (%)		0.77	4		0.76			0.76			0.77			0.77			0.77
Ratio of net investment income to average net assets (%)		5.24	4		5.12			5.42			6.31			6.76			7.54
Portfolio turnover (%)6		20	3		53			32			55			54			53
CLASS II	(unaudited) Six-Months Ended 6/30/15			2014			2013			2012			2011			2010
Net Asset Value at beginning of period	$	8.79		$	9.23		$	9.37		$	9.19		$	9.42		$	9.11
Income from Investment Operations:
Net investment income1		0.22			0.46			0.50			0.58			0.63			0.70
Net realized and unrealized gain (loss) on investments		0.05			(0.33	)		–			0.42			(0.18	)		0.34
Total from investment operations		0.27			0.13			0.50			1.00			0.45			1.04
Less Distributions From:
Net investment income		0.00	5		(0.57	)		(0.64	)		(0.82	)		(0.68	)		(0.73	)
Net increase (decrease) in net asset value		0.27			(0.44	)		(0.14	)		0.18			(0.23	)		0.31
Net Asset Value at end of period	$	9.06		$	8.79		$	9.23		$	9.37		$	9.19		$	9.42
Total Return (%)2		3.13	3		1.48			5.23			10.95			4.75			11.45
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$	6,668		$	6,685		$	6,906		$	6,737		$	6,213		$	4,286
Ratios of expenses to average net assets (%)		1.02	4		1.01			1.01			1.02			1.02			1.01
Ratio of net investment income to average net assets (%)		4.99	4		4.88			5.17			6.02			6.52			7.20
Portfolio turnover (%)6		20	3		53			32			55			54			53

1	Based on average shares outstanding during the year.
2	These returns are after all charges at the mutual fund level have been subtracted. These returns are higher than the returns at the separate account level because charges made at the separate account level have not been subtracted Total returns are not annualized for periods less than one year.
3	Not annualized.
4	Annualized.
5	Amount represents less than $0005 per share.
6	Portfolio turnover is calculated at the fund level and represents the entire fiscal year or period.

See accompanying Notes to Financial Statements.

43

Ultra Series Fund  |   June 30, 2015

Financial Highlights for a Share of Beneficial Interest Outstanding

DIVERSIFIED INCOME FUND
	(unaudited)			Year Ended December 31,
CLASS I	Six-Months Ended 6/30/15			2014			2013			2012			2011			2010
Net Asset Value at beginning of period	$	20.30		$	20.76		$	18.29		$	17.39		$	16.62		$	15.37
Income from Investment Operations:
Net investment income1		0.23			0.47			0.46			0.49			0.51			0.56
Net realized and unrealized gain (loss) on investments		(0.52	)		1.02			2.48			0.92			0.79			1.29
Total from investment operations		(0.29	)		1.49			2.94			1.41			1.30			1.85
Less Distributions From:
Net investment income		(0.02	)		(0.52	)		(0.47	)		(0.51	)		(0.53	)		(0.60	)
Capital gains		(0.06	)		(1.43	)		–			–			–			–
Total distributions		(0.08	)		(1.95	)		(0.47	)		(0.51	)		(0.53	)		(0.60	)
Net increase (decrease) in net asset value		(0.37	)		(0.46	)		2.47			0.90			0.77			1.25
Net Asset Value at end of period	$	19.93		$	20.30		$	20.76		$	18.29		$	17.39		$	16.62
Total Return (%)2		(1.42	)3		7.12			16.07			8.16			7.84			12.04
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$	292,173		$	327,951		$	378,807		$	359,022		$	372,852		$	384,709
Ratios of expenses to average net assets (%)		0.72	4		0.71			0.71			0.71			0.72			0.72
Ratio of net investment income to average net assets (%)		2.25	4		2.20			2.31			2.69			2.94			3.50
Portfolio turnover (%)5		13	3		24			17			17			19			23
CLASS II	(unaudited) Six-Months Ended 6/30/15			2014			2013			2012			2011			2010
Net Asset Value at beginning of period	$	20.23		$	20.71		$	18.26		$	17.37		$	16.61		$	15.37
Income from Investment Operations:
Net investment income1		0.20			0.41			0.41			0.44			0.46			0.52
Net realized and unrealized gain (loss) on investments		(0.51	)		1.02			2.47			0.93			0.79			1.29
Total from investment operations		(0.31	)		1.43			2.88			1.37			1.25			1.81
Less Distributions From:
Net investment income		–			(0.48	)		(0.43	)		(0.48	)		(0.49	)		(0.57	)
Capital gains		(0.06	)		(1.43	)		–			–			–			–
Total distributions		(0.06	)		(1.91	)		(0.43	)		(0.48	)		(0.49	)		(0.57	)
Net increase in net asset value		(0.37	)		(0.48	)		2.45			0.89			0.76			1.24
Net Asset Value at end of period	$	19.86		$	20.23		$	20.71		$	18.26		$	17.37		$	16.61
Total Return (%)2		(1.55	)3		6.85			15.78			7.89			7.57			11.77
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$	41,801		$	44,772		$	43,601		$	34,908		$	30,360		$	22,309
Ratios of expenses to average net assets (%)		0.97	4		0.96			0.96			0.96			0.97			0.97
Ratio of net investment income to average net assets (%)		2.00	4		1.95			2.05			2.43			2.69			3.20
Portfolio turnover (%)5		13	3		24			17			17			19			23

1	Based on average shares outstanding during the year.
2	These returns are after all charges at the mutual fund level have been subtracted. These returns are higher than the returns at the separate account level because charges made at the separate account level have not been subtracted. Total returns are not annualized for periods less than one year.
3	Not annualized.
4	Annualized.
5	Portfolio turnover is calculated at the fund level and represents the entire fiscal year or period.

See accompanying Notes to Financial Statements.

44

Ultra Series Fund  |   June 30, 2015

Financial Highlights for a Share of Beneficial Interest Outstanding

LARGE CAP VALUE FUND
	(unaudited)			Year Ended December 31,
CLASS I	Six-Months Ended 6/30/15			2014			2013			2012			2011			2010
Net Asset Value at beginning of period	$	33.10		$	34.76		$	27.12		$	24.78		$	23.56		$	22.17
Income from Investment Operations:
Net investment income1		0.17			0.43			0.48			0.55			0.50			0.38
Net realized and unrealized gain (loss) on investments		(0.57	)		3.97			7.67			2.37			1.24			1.46
Total from investment operations		(0.40	)		4.40			8.15			2.92			1.74			1.84
Less Distributions From:
Net investment income		(0.01	)		(0.51	)		(0.51	)		(0.58	)		(0.52	)		(0.45	)
Capital gains		(0.47	)		(5.55	)		–			–			–			–
Total distributions		(0.48	)		(6.06	)		(0.51	)		(0.58	)		(0.52	)		(0.45	)
Net increase (decrease) in net asset value		(0.88	)		(1.66	)		7.64			2.34			1.22			1.39
Net Asset Value at end of period	$	32.22		$	33.10		$	34.76		$	27.12		$	24.78		$	23.56
Total Return (%)2		(1.24	)3		12.41			30.07			11.82			7.38			8.29
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$	422,442		$	491,416		$	576,731		$	494,587		$	485,978		$	524,894
Ratios of expenses to average net assets (%)		0.62	4		0.61			0.61			0.61			0.62			0.62
Ratio of net investment income to average net assets (%)		1.04	4		1.18			1.53			2.05			2.03			1.72
Portfolio turnover (%)5		37	3		82			32			27			29			63
CLASS II	(unaudited) Six-Months Ended 6/30/15			2014			2013			2012			2011			2010
Net Asset Value at beginning of period	$	32.93		$	34.64		$	27.05		$	24.73		$	23.54		$	22.17
Income from Investment Operations:
Net investment income1		0.13			0.34			0.40			0.48			0.43			0.34
Net realized and unrealized gain (loss) on investments		(0.57	)		3.94			7.64			2.37			1.25			1.44
Total from investment operations		(0.44	)		4.28			8.04			2.85			1.68			1.78
Less Distributions From:
Net investment income		–			(0.44	)		(0.45	)		(0.53	)		(0.49	)		(0.41	)
Capital gains		(0.47	)		(5.55	)		–			–			–			–
Total distributions		(0.47	)		(5.99	)		(0.45	)		(0.53	)		(0.49	)		(0.41	)
Net increase (decrease) in net asset value		(0.91	)		(1.71	)		7.59			2.32			1.19			1.37
Net Asset Value at end of period	$	32.02		$	32.93		$	34.64		$	27.05		$	24.73		$	23.54
Total Return (%)2		(1.37	)3		12.13			29.74			11.55			7.11			8.02
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$	6,185		$	6,700		$	6,875		$	5,882		$	5,697		$	5,354
Ratios of expenses to average net assets (%)		0.87	4		0.86			0.86			0.86			0.87			0.87
Ratio of net investment income to average net assets (%)		0.79	4		0.93			1.28			1.80			1.78			1.51
Portfolio turnover (%)5		37	3		82			32			27			29			63

1	Based on average shares outstanding during the year.
2	These returns are after all charges at the mutual fund level have been subtracted. These returns are higher than the returns at the separate account level because charges made at the separate account level have not been subtracted. Total returns are not annualized for periods less than one year.
3	Not annualized.
4	Annualized.
5	Portfolio turnover is calculated at the fund level and represents the entire fiscal year or period.

See accompanying Notes to Financial Statements.

45

Ultra Series Fund  |   June 30, 2015

Financial Highlights for a Share of Beneficial Interest Outstanding

LARGE CAP GROWTH FUND
	(unaudited)			Year Ended December 31,
CLASS I	Six-Months Ended 6/30/15			2014			2013			2012			2011			2010
Net Asset Value at beginning of period	$	27.27		$	28.76		$	24.09		$	21.84		$	22.16		$	19.87
Income from Investment Operations:
Net investment income1		0.14			0.19			0.17			0.18			0.05			0.10
Net realized and unrealized gain (loss) on investments		0.50			3.32			7.17			2.26			(0.31	)		2.31
Total from investment operations		0.64			3.51			7.34			2.44			(0.26	)		2.41
Less Distributions From:
Net investment income		(0.01	)		(0.20	)		(0.18	)		(0.19	)		(0.06	)		(0.12	)
Capital gains		(0.32	)		(4.80	)		(2.49	)		–			–			–
Total distributions		(0.33	)		(5.00	)		(2.67	)		(0.19	)		(0.06	)		(0.12	)
Net increase (decrease) in net asset value		0.31			(1.49	)		4.67			2.25			(0.32	)		2.29
Net Asset Value at end of period	$	27.58		$	27.27		$	28.76		$	24.09		$	21.84		$	22.16
Total Return (%)2		2.32	3		12.13			30.51			11.20			(1.19	)		12.13
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$	283,169		$	305,800		$	359,959		$	318,024		$	331,032		$	374,644
Ratios of expenses to average net assets (%)		0.82	4		0.81			0.81			0.82			0.82			0.82
Ratio of net investment income to average net assets (%)		1.04	4		0.63			0.62			0.76			0.24			0.51
Portfolio turnover (%)7		8	3		33			50			64			85			78
CLASS II	(unaudited) Six-Months Ended 6/30/15			2014			2013			2012			2011			2010
Net Asset Value at beginning of period	$	27.10		$	28.63		$	24.02		$	21.80		$	22.14		$	19.87
Income from Investment Operations:
Net investment income1		0.11			0.11			0.10			0.12			(0.00	)5		0.06
Net realized and unrealized gain (loss) on investments		0.49			3.32			7.13			2.26			(0.32	)		2.30
Total from investment operations		0.60			3.43			7.23			2.38			(0.32	)		2.36
Less Distributions From:
Net investment income		–			(0.16	)		(0.13	)		(0.16	)		(0.02	)		(0.09	)
Capital gains		(0.32	)		(4.80	)		(2.49	)		–			–			–
Total distributions		(0.32	)		(4.96	)		(2.62	)		(0.16	)		(0.02	)		(0.09	)
Net increase (decrease) in net asset value		0.28			(1.53	)		4.61			2.22			(0.34	)		2.27
Net Asset Value at end of period	$	27.38		$	27.10		$	28.63		$	24.02		$	21.80		$	22.14
Total Return (%)2		2.20	3		11.85			30.18			10.93			(1.43	)		11.85
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$	29,987		$	32,168		$	33,983		$	29,101		$	27,589		$	20,802
Ratios of expenses to average net assets (%)		1.07	4		1.06			1.06			1.07			1.07			1.07
Ratio of net investment income to average net assets (%)		0.79	4		0.38			0.37			0.51			0.00	6		0.29
Portfolio turnover (%)7		8	3		33			50			64			85			78

1	Based on average shares outstanding during the year.
2	These returns are after all charges at the mutual fund level have been subtracted. These returns are higher than the returns at the separate account level because charges made at the separate account level have not been subtracted. Total returns are not annualized for periods less than one year.
3	Not annualized.
4	Annualized.
5	Amount represents less than $0005 per share.
6	Amount represents less than 0.01%.
7	Portfolio turnover is calculated at the fund level and represents the entire fiscal year or period.

See accompanying Notes to Financial Statements.

46

Ultra Series Fund  |   June 30, 2015

Financial Highlights for a Share of Beneficial Interest Outstanding

MID CAP FUND
	(unaudited)			Year Ended December 31,
CLASS I	Six-Months Ended 6/30/15			2014			2013			2012			2011			2010
Net Asset Value at beginning of period	$	19.30		$	21.76		$	17.09		$	14.75		$	14.14		$	11.82
Income from Investment Operations:
Net investment income (loss)1		(0.03	)		0.02			0.00	5		0.05			0.02			0.04
Net realized and unrealized gain on investments		0.43			2.13			5.00			2.34			0.62			2.33
Total from investment operations		0.40			2.15			5.00			2.39			0.64			2.37
Less Distributions From:
Net investment income		(0.01	)		(0.01	)		(0.00	)5		(0.05	)		(0.03	)		(0.05	)
Capital gains		(0.48	)		(4.60	)		(0.33	)		–			–			–
Total distributions		(0.49	)		(4.61	)		(0.33	)		(0.05	)		(0.03	)		(0.05	)
Net increase (decrease) in net asset value		(0.09	)		(2.46	)		4.67			2.34			0.61			2.32
Net Asset Value at end of period	$	19.21		$	19.30		$	21.76		$	17.09		$	14.75		$	14.14
Total Return (%)2		2.05	3		9.82			29.28			16.24			4.47			20.12
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$	256,494		$	286,704		$	381,703		$	356,534		$	351,833		$	385,219
Ratios of expenses to average net assets (%)		0.92	4		0.91			0.91			0.91			0.91			0.90
Ratio of net investment income to average net assets (%)		(0.29	)4		0.10			(0.01	)		0.30			0.16			0.42
Portfolio turnover (%)6		15	3		35			28			25			52			46
CLASS II	(unaudited) Six-Months Ended 6/30/15			2014			2013			2012			2011			20102
Net Asset Value at beginning of period	$	19.13		$	21.65		$	17.05		$	14.72		$	14.13		$	11.82
Income from Investment Operations:
Net investment income (loss)1		(0.05	)		(0.03	)		(0.05	)		0.01			(0.01	)		0.04
Net realized and unrealized gain on investments		0.43			2.11			4.98			2.35			0.60			2.30
Total from investment operations		0.38			2.08			4.93			2.36			0.59			2.34
Less Distributions From:
Net investment income		–			–			–			(0.03	)		–			(0.03	)
Capital gains		(0.48	)		(4.60	)		(0.33	)		–			–			–
Total distributions		(0.48	)		(4.60	)		(0.33	)		(0.03	)		–			(0.03	)
Net increase (decrease) in net asset value		(0.10	)		(2.52	)		4.60			2.33			0.59			2.31
Net Asset Value at end of period	$	19.03		$	19.13		$	21.65		$	17.05		$	14.72		$	14.13
Total Return (%)2		1.92	3		9.55			28.95			15.95			4.22			19.82
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$	14,108		$	15,067		$	15,762		$	13,927		$	13,270		$	11,951
Ratios of expenses to average net assets (%)		1.17	4		1.17			1.16			1.16			1.17			1.16
Ratio of net investment income to average net assets (%)		(0.54	)4		(0.15	)		(0.26	)		0.05			(0.07	)		0.38
Portfolio turnover (%)6		15	3		35			28			25			52			46

1	Based on average shares outstanding during the year.
2	These returns are after all charges at the mutual fund level have been subtracted. These returns are higher than the returns at the separate account level because charges made at the separate account level have not been subtracted. Total returns are not annualized for periods less than one year.
3	Not annualized.
4	Annualized.
5	Amounts represent less than $0.005 per share
6	Portfolio turnover is calculated at the fund level and represents the entire fiscal year or period.

See accompanying Notes to Financial Statements.

47

Ultra Series Fund  |   June 30, 2015

Financial Highlights for a Share of Beneficial Interest Outstanding

SMALL CAP FUND
	(unaudited)			Year Ended December 31,
CLASS I	Six-Months Ended 6/30/15			2014			2013			2012			2011			2010
Net Asset Value at beginning of period	$	8.69		$	9.10		$	12.32		$	10.81		$	10.75		$	8.54
Income from Investment Operations:
Net investment income1		0.03			0.07			0.02			0.14			0.04			0.08
Net realized and unrealized gain on investments		0.43			0.60			4.03			1.52			0.06			2.20
Total from investment operations		0.46			0.67			4.05			1.66			0.10			2.28
Less Distributions From:
Net investment income		–			(0.07	)		(0.05	)		(0.15	)		(0.04	)		(0.07	)
Capital gains		(0.06	)		(1.01	)		(7.22	)		–			–			–
Total distributions		(0.06	)		(1.08	)		(7.27	)		(0.15	)		(0.04	)		(0.07	)
Net increase (decrease) in net asset value		0.40			(0.41	)		(3.22	)		1.51			0.06			2.21
Net Asset Value at end of period	$	9.09		$	8.69		$	9.10		$	12.32		$	10.81		$	10.75
Total Return (%)2		5.22	3		7.52			32.77			15.39			0.91			26.80
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$	4,497		$	5,469		$	6,121		$	11,936		$	11,261		$	11,710
Ratios of expenses to average net assets (%)		1.12	4		1.11			1.11			1.11			1.11			1.11
Ratio of net investment income to average net assets (%)		0.63	4		0.72			0.17			1.24			0.41			0.85
Portfolio turnover (%)5		6	3		16			19			15			22			33
CLASS II	(unaudited) Six-Months Ended 6/30/15			2014			2013			2012			2011			2010
Net Asset Value at beginning of period	$	8.64		$	9.05		$	12.29		$	10.79		$	10.74		$	8.54
Income from Investment Operations:
Net investment income1		0.02			0.04			–			0.11			0.02			0.06
Net realized and unrealized gain on investments		0.42			0.61			3.99			1.52			0.06			2.20
Total from investment operations		0.44			0.65			3.99			1.63			0.08			2.26
Less Distributions From:
Net investment income		–			(0.05	)		(0.01	)		(0.13	)		(0.03	)		(0.06	)
Capital gains		(0.06	)		(1.01	)		(7.22	)		–			–			–
Total distributions		(0.06	)		(1.06	)		(7.23	)		(0.13	)		(0.03	)		(0.06	)
Net increase (decrease) in net asset value		0.38			(0.41	)		(3.24	)		1.50			0.05			2.20
Net Asset Value at end of period	$	9.02		$	8.64		$	9.05		$	12.29		$	10.79		$	10.74
Total Return (%)2		5.09	3		7.25			32.44			15.10			0.66			26.48
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$	1,646		$	1,634		$	1,775		$	1,486		$	1,401		$	1,387
Ratios of expenses to average net assets		1.37	4		1.36			1.37			1.36			1.36			1.36
Ratio of net investment income to average net assets (%)		0.38	4		0.48			(0.02	)		0.99			0.16			0.67
Portfolio turnover (%)5		6	3		16			19			15			22			33

1	Based on average shares outstanding during the year.
2	These returns are after all charges at the mutual fund level have been subtracted. These returns are higher than the returns at the separate account level because charges made at the separate account level have not been subtracted.
3	Not annualized.
4	Annualized.
5	Portfolio turnover is calculated at the fund level and represents the entire fiscal year or period.

See accompanying Notes to Financial Statements.

48

Ultra Series Fund  |   June 30, 2015

Financial Highlights for a Share of Beneficial Interest Outstanding

INTERNATIONAL STOCK FUND
	(unaudited)			Year Ended December 31,
CLASS I	Six-Months Ended 6/30/15			2014			2013			2012			2011			2010
Net Asset Value at beginning of period	$	10.77		$	12.99		$	10.78		$	9.03		$	9.99		$	9.53
Income from Investment Operations:
Net investment income1		0.16			0.27			0.16			0.17			0.19			0.14
Net realized and unrealized gain (loss) on investments		0.54			(1.10	)		2.07			1.75			(0.96	)		0.53
Total from investment operations		0.70			0.83			2.23			1.92			0.77			0.67
Less Distributions From:
Net investment income		(0.03	)		(0.47	)		(0.02	)		(0.17	)		(0.19	)		(0.21	)
Capital gains		(0.02	)		(0.92	)		–			–			–			–
Total distributions		(0.05	)		(1.39	)		(0.02	)		(0.17	)		(0.19	)		(0.21	)
Net increase (decrease) in net asset value		0.65			(2.22	)		2.21			1.75			(0.96	)		0.46
Net Asset Value at end of period	$	11.42		$	10.77		$	12.99		$	10.78		$	9.03		$	9.99
Total Return (%)2		6.56	3		(6.76	)		20.76			21.31			(7.70	)		7.09
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$	38,901		$	38,826		$	75,808		$	76,919		$	72,756		$	92,063
Ratios of expenses to average net assets (%)		1.17	4		1.17			1.21			1.21			1.22			1.22
Ratio of net investment income to average net assets (%)		2.83	4		2.09			1.37			1.74			1.90			1.48
Portfolio turnover (%)6		11	3		103			39			42			38			79
CLASS II	(unaudited) Six-Months Ended 6/30/15			2014			2013			2012			2011			2010
Net Asset Value at beginning of period	$	10.74		$	12.96		$	10.76		$	9.02		$	9.99		$	9.53
Income from Investment Operations:
Net investment income1		0.15			0.22			0.13			0.14			0.16			0.09
Net realized and unrealized gain (loss) on investments		0.54			(1.08	)		2.07			1.76			(0.96	)		0.56
Total from investment operations		0.69			(0.86	)		2.20			1.90			(0.80	)		0.65
Less Distributions From:
Net investment income		(0.02	)		(0.44	)		(0.00	)5		(0.16	)		(0.17	)		(0.19	)
Capital gains		(0.02	)		(0.92	)		–			–			–			–
Total distributions		(0.04	)		(1.36	)		(000	)5		(0.16	)		(0.17	)		(0.19	)
Net increase (decrease) in net asset value		0.65			(2.22	)		2.20			1.74			(0.97	)		0.46
Net Asset Value at end of period	$	11.39		$	10.74		$	12.96		$	10.76		$	9.02		$	9.99
Total Return (%)2		6.43	3		(6.99	)		20.45			21.01			(7.91	)		6.83
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$	17,024		$	16,174		$	19,134		$	18,263		$	15,407		$	13,241
Ratios of expenses to average net assets (%)		1.42	4		1.42			1.46			1.46			1.47			1.47
Ratio of net investment income to average net assets (%)		2.59	4		1.72			1.10			1.45			1.58			1.00
Portfolio turnover (%)6		11	3		103			39			42			38			79

1	Based on average shares outstanding during the year.
2	These returns are after all charges at the mutual fund level have been subtracted. These returns are higher than the returns at the separate account level because charges made at the separate account level have not been subtracted. Total returns are not annualized for periods less than one year.
3	Not annualized.
4	Annualized.
5	Amount represents less than $ 0.005 per share.
6	Portfolio turnover is calculated at the fund level and represents the entire fiscal year or period.

See accompanying Notes to Financial Statements.

49

Ultra Series Fund  |   June 30, 2015

Notes to Financial Statements (unaudited)

1. ORGANIZATION

The Ultra Series Fund (the “Trust”), a Massachusetts business trust, is registered under the Investment Company Act of 1940 (the “1940 Act”), as amended, as a diversified, open-end management investment company. The Trust is a series trust with, at the end of the period covered by this report, 16 investment portfolios (individually, a “Fund,” and collectively, the “Funds”), each with different investment objectives and policies. The Funds reported within this book at the end of the period were the Money Market Fund, Core Bond Fund, High Income Fund, Diversified Income Fund, Large Cap Value Fund, Large Cap Growth Fund, Mid Cap Fund, Small Cap Fund and International Stock Fund (collectively, the “Core Funds”), and the Conservative Allocation Fund, Moderate Allocation Fund and Aggressive Allocation Fund (collectively, the “Target Allocation Funds”).

The Declaration of Trust permits the Board of Trustees to issue an unlimited number of full and fractional shares of the Trust without par value. All Funds offer Class I and II 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 fee, if any, and its proportional share of Fund level expenses, and has exclusive voting rights on matters pertaining to Rule 12b-1 under the 1940 Act as it relates to that class and other class specific matters. Shares are offered to separate accounts (the “Accounts”) of CMFG Life Insurance Company and to qualified pension and retirement plans of CMFG Life Insurance Company or its affiliates (“CUNA Mutual Group”). The Trust may, in the future, offer other share classes to separate accounts of insurance companies and to qualified pension and retirement plans that are not affiliated with CUNA Mutual Group. The Trust does not offer shares directly to the general public.

The Trust has entered into a Management 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, Small Cap and International Stock Funds.

2. SIGNIFICANT ACCOUNTING POLICIES

The Funds are investment companies that apply the accounting and reporting guidance in the Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 946, Financial Services-Investment Companies (ASC 946). 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 Depositary 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 measures based on valuation technology commonly employed in the market for such investments.

Municipal debt securities are traded via a network among dealers and brokers that connect 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 the particular bonds and other debt securities, making them more difficult to value or

50

Ultra Series Fund | Notes to Financial Statements (unaudited) - continued | June 30, 2015

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 Target Allocation 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 Money Market Fund are valued on an amortized cost basis, which approximates market value.

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 Pricing Committee (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 Target Allocation 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 a Target Allocation 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.

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Ultra Series Fund | Notes to Financial Statements (unaudited) - continued | June 30, 2015

In addition to independent fair value decisions made by the Committee noted above, the Committee also engages 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. Such adjustments to the valuation of foreign securities are applied automatically upon market close if the parameters established are exceeded. A foreign security is also automatically fair valued if the exchange it is traded on is on holiday.

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. 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.

The Trust has established a procedure providing that the securities serving as collateral for each repurchase agreement must be delivered to the Trust’s 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. As of June 30, 2015, none of the Funds held open repurchase agreements.

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 Money Market Fund, 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”. Only the International Stock Fund had net realized gains from foreign currency transactions.

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.

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Ultra Series Fund | Notes to Financial Statements (unaudited) - continued | June 30, 2015

Forward Foreign Currency Exchange Contracts: Each Fund, except the Money Market Fund, 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 June 30, 2015, none of the Funds had open forward foreign currency exchange contracts.

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 Money Market 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 June 30, 2015, investments in securities of the Core Bond, High Income and Diversified Income Funds include 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 $3,907,392, $374,000 and $4,594,409, respectively, which represent 1.6%, 1.1% and 1.4% 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 June 30, 2015, which includes cost and acquisition date, is as follows:

Security	Acquisition Date	Acquisition Cost		Security	Acquisition Date	Acquisition Cost
Core Bond Fund				Diversified Income Fund
AARP, Inc	5/16/02	$	2,089,025	AARP, Inc.	5/16/02	$	2,089,025
Indianapolis Power & Light Co.	10/2/06		994,456	Indianapolis Power & Light Co.	10/2/06		1,546,380
		$	3,083,481			$	3,635,405
High Income Fund
First Quality Finance Co Inc	8/7/14	$	378,660
		$	378,660

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 June 30, 2015, none of the Funds had entered into such transactions.

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Ultra Series Fund | Notes to Financial Statements (unaudited) - continued | June 30, 2015

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 period ended June 30, 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 June 30, 2015, none of the Funds held securities deemed as a Level 3, and there were no transfers between classification levels.

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Ultra Series Fund | Notes to Financial Statements (unaudited) - continued | June 30, 2015

The following is a summary of the inputs used as of June 30, 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
	Active Markets		Significant Other		Significant
	for Identical		Observable		Unobservable
	Investments		Inputs		Inputs		Value at
Fund1	(Level 1)		(Level 2)		(Level 3)		6/30/15
Conservative Allocation	$	176,674,054	$	–	$	–	$	176,674,054
Moderate Allocation		312,947,765		–		–		312,947,765
Aggressive Allocation		110,040,709		–		–		110,040,709
Money Market2		759,556		15,891,868		–		16,651,424
Core Bond
Assets:
Asset Backed Securities		–		4,724,876		–		4,724,876
Commercial Mortgage-Backed Securities		–		3,160,667		–		3,160,667
Corporate Notes and Bonds		–		74,747,604		–		74,747,604
Long Term Municipal Bonds		–		5,642,605		–		5,642,605
Mortgage Backed Securities		–		56,902,465		–		56,902,465
U.S. Government and Agency Obligations		–		94,288,296		–		94,288,296
Short-Term Investments		983,382		–		–		983,382
Put Options Purchased		11,516		–		–		11,516
		994,898		239,466,513		–		240,461,411
Other Financial Instruments
Futures		160		–		–		160
Liabilities:
Other Financial Instruments
Written Options		12,188		–		–		12,188
High Income
Corporate Notes and Bonds		–		33,778,181		–		33,778,181
Short-Term Investments		934,231		–		–		934,231
		934,231		33,778,181		–		34,712,412
Diversified Income
Common Stocks		177,807,410		–		–		177,807,410
Asset Backed Securities		–		5,012,435		–		5,012,435
Commercial Mortgage-Backed Securities		–		1,530,926		–		1,530,926
Corporate Notes and Bonds		–		48,586,881		–		48,586,881
Long Term Municipal Bonds		–		5,119,601		–		5,119,601
Mortgage Backed Securities		–		33,946,908		–		33,946,908
U.S. Government and Agency Obligations		–		56,015,092		–		56,015,092
Short-Term Investments		4,976,064		–		–		4,976,064
		182,783,474		150,211,843		–		332,995,317
Large Cap Value
Common Stocks		411,604,039		–		–		411,604,039
Short-Term Investments		6,388,985		–		–		6,388,985
		417,993,024		–		–		417,993,024
Large Cap Growth
Common Stocks		304,865,363		–		–		304,865,363
Short-Term Investments		8,695,609		–		–		8,695,609
		313,560,972		–		–		313,560,972

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Ultra Series Fund | Notes to Financial Statements (unaudited) - continued | June 30, 2015

	Quoted Prices in
	Active Markets		Significant Other	Significant
		for Identical	Observable	Unobservable
		Investments	Inputs	Inputs	Value at
Fund1		(Level 1)	(Level 2)	(Level 3)	6/30/15
Mid Cap
Common Stocks		$259,797,621	$                    –	$                 –	$259,797,621
Short-Term Investments		16,545,372	–	–	16,545,372
		276,342,993	–	–	276,342,993
Small Cap
Common Stocks		5,753,311	–	–	5,753,311
Short-Term Investments		417,947	–	–	417,947
		6,171,258	–	–	6,171,258
International Stock
Common Stocks
Australia		–	903,481	–	903,481
Brazil		–	1,291,327	–	1,291,327
Denmark		–	2,312,545	–	2,312,545
France		–	8,046,490	–	8,046,490
Germany		–	1,468,722	–	1,468,722
Ireland		–	1,146,607	–	1,146,607
Israel		1,054,344	–	–	1,054,344
Japan		–	5,584,403	–	5,584,403
Netherlands		–	2,602,850	–	2,602,850
Singapore		–	1,099,442	–	1,099,442
South Korea		–	1,229,975	–	1,229,975
Sweden		–	883,201	–	883,201
Switzerland		1,185,370	7,951,945	–	9,137,315
United Kingdom		–	16,832,296	–	16,832,296
Short–Term Investments		1,967,984	–	–	1,967,984
		4,207,698	51,353,284	–	55,560,982

¹ See respective portfolio of investments for underlying holdings in each Fund. For additional information on the underlying funds held in the Allocation 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.

² At June 30, 2015, all Level 2 securities held are U.S. Government and Agency Obligations. See respective Portfolio of Investments.

New Accounting Pronouncements. In June 2014, the FASB issued ASU 2014-11, which expands secured borrowing accounting for certain repurchase agreements. This ASU also sets forth additional disclosure requirements for certain transactions accounted for as sales, in order to provide financial statement users with information to compare to similar transactions accounted for as secured borrowings. This ASU is effective prospectively during interim or annual periods beginning after December 15, 2014. Management has determined that the updated standards have no material impact on the Funds’ financial statements as the Funds do not hold repurchase agreements.

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 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 Fund by location as presented on the Statement of Assets and Liabilities as of June 30, 2015:

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Ultra Series Fund | Notes to Financial Statements (unaudited) - continued | June 30, 2015

Statement of Asset & Liability Presentation of Fair Values of Derivative Instruments
		Asset Derivatives		Liability Derivatives
	Derivatives accounted for	Statement of Assets		Statement of Assets
Fund Name	as hedging instruments	and Liabilities Location	Fair Value	and Liabilities Location	Fair Value
Core Bond Fund	Equity contracts	Variation margin receivable	$     160
		Options purchased	11,516	Options written	$12,188

The following table presents the effect of derivative instruments on the Statement of Operations for the Period ended June 30, 2015:

	Derivatives accounted for as		Change in Unrealized
Fund Name	hedging instruments	Realized Loss on Derivatives:	Appreciation on Derivatives
Core Bond Fund	Interest rate contracts, Futures	$(496)	$ 160
	Equity contracts, Options written		4,597

Management has determined 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. MANAGEMENT, DISTRIBUTION AGREEMENTS AND OTHER EXPENSES

Management Agreement: For services under the Management Agreement, the Investment Adviser is entitled to receive a management fee, which is calculated daily and paid monthly, at an annual rate based upon the following percentages of average daily net assets of each Fund as follows as of June 30, 2015:

Fund	Management Fee
Conservative Allocation	0.30%
Moderate Allocation	0.30%
Aggressive Allocation	0.30%
Money Market	0.45%
Core Bond	0.55%
High Income	0.75%
Diversified Income	0.70%
Large Cap Value	0.60%
Large Cap Growth	0.80%
Mid Cap	0.90%
Small Cap	1.10%
International Stock	1.15%

The Management Agreement requires the Investment Advisor to provide or arrange to provide overall management of the Funds, including but not limited to, investment advisory services, custody, transfer agency, dividend disbursing, legal, accounting and administrative services. Neither Management Agreement includes Trustee compensation or the fees paid to the Trust’s independent Registered Public Accountant.

The Investment Adviser is solely responsible for the payment of all fees to the Subadvisers. The Subadvisers for the Funds are Shenkman Capital Management, Inc. for the High Income Fund, Wellington Management Company, LLP for the Small Cap Fund, NorthRoad Capital Management LLC, an affiliate of Madison, for the International Stock Fund. The Investment Adviser manages the Money Market Fund, Core Bond Fund, Diversified Income Fund, Large Cap Growth Fund, Large Cap Value Fund, Mid Cap Fund and the Target Allocation 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 management fees on the Money Market Class I Shares and Class II Shares. The amount of the daily waiver was equal to the amount required to maintain a minimum daily distribution rate of zero. Effective July 1, 2014, the Investment Adviser contractually agreed to waive a portion (0.10%) of its management fee on the Target Allocation Funds until at least April 30, 2016. For the period ended June 30, 2015, the waivers were as follows:

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Ultra Series Fund | Notes to Financial Statements (unaudited) - continued | June 30, 2015

Waived Fees or Expenses*
Fund	Class I		Class II		Total Waivers
Money Market	$	28,962	$	2,809	$	31,771
Conservative Allocation		74,782		18,473		93,255
Moderate Allocation		148,746		16,850		165,596
Aggressive Allocation		58,688		891		59,579

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

Distribution Agreement: MFD Distributor, LLC (“MFD”) serves as distributor of the Funds. The Trust adopted a distribution and service plan with respect to the Trust’s Class II shares pursuant to Rule 12b-1 under the 1940 Act. Under the plan, the Trust will pay a service fee with regard to Class II shares at an annual rate of 0.25% each Fund’s daily net assets:

MFD may from time to time voluntarily agree to waive a portion of its fees or expenses related to the Funds. In this regard, the distributor waived a portion of 12b-1 fees on the Money Market Class II shares for the purpose of maintaining a one-day yield of zero. For the period ended June 30, 2015, the waivers totaled $1,950 and are reflected as fees waived in the Statements of Operations. MFD does not have the right to recoup these waived fees.

Other Expenses: Except as provided below, in addition to the management fee, the Trust is responsible for fees of the independent trustees, brokerage commissions and other expenses incurred in connection with the acquisition or disposition of investments, costs of borrowing money, overdrafts, if any, expenses for independent audits, any potential taxes owed and extraordinary expenses as approved by a majority of independent trustees.

Certain officers and trustees of the Trust are also officers of the Investment Adviser. The Funds do not compensate their officers or affiliated trustees. The Nominating and Governance Committee of the Board may change trustee fees paid at any time.

4. DIVIDENDS FROM NET INCOME AND DISTRIBUTIONS OF CAPITAL GAINS

The Money Market Fund declares dividends from net investment income and net realized gains from investment transactions, if any, daily, and net realized gains from investment transactions, if any, annually, which are reinvested in additional full and fractional shares of the Fund. The remaining Funds declare dividends from net investment income and net realized gains from investment transactions, if any, annually, which are reinvested in additional full and fractional shares of the respective Funds.

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 of the Funds may 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.

5. SECURITIES TRANSACTIONS

For the period ended June 30, 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	$	–	$	–	$	38,499,932	$	54,216,759
Moderate Allocation		–		–		71,406,017		106,474,117
Aggressive Allocation		–		–		27,858,976		44,574,913
Core Bond		17,221,721		25,679,227		22,436,301		28,641,567
High Income		–		–		7,155,589		8,988,368
Diversified Income		17,423,977		12,577,810		29,201,227		59,001,176
Large Cap Value		–		–		164,989,978		236,033,376

58

Ultra Series Fund | Notes to Financial Statements (unaudited) - continued | June 30, 2015

	U.S. Government Securities				Other Investment Securities
Fund	Purchases		Sales		Purchases		Sales
Large Cap Growth		–		–		24,077,655		54,604,245
Mid Cap		–		–		40,271,912		65,023,728
Small Cap		–		–		387,754		1,683,743
International Stock		–		–		6,185,324		7,841,209

6. 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 enter into futures contracts. The 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.

Transactions in written option contracts for Core Bond Fund during the period ended June 30, 2015, were as follows:

	Number of Contracts		Premiums Received
Options outstanding, beginning of period		–		$        –
Options written during the period		30		16,785
Options closed during the period		–		–
Options exercised during the period		–		–
Options expired during the period		–		–
Options outstanding, end of period		30		$16,785

59

Ultra Series Fund | Notes to Financial Statements (unaudited) - continued | June 30, 2015

7. FOREIGN SECURITIES

Each Fund may invest in foreign securities; however, the Money Market 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 American Depositary Receipts (“ADRs”), European Depositary Receipts (“EDRs”), Global Depositary Receipts (“GDRs”), Swedish Depositary Receipts (“SDRs”) and foreign money market securities. U.S. dollar- denominated securities that are part of the Merrill Lynch U.S. Domestic Master Index are not considered a foreign security.

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 Statements of Assets and Liabilities. These receivables are reviewed to ensure the current receivable balance is reflective of the amount deemed to be collectable.

8. SECURITIES LENDING

Each Fund, except the Target Allocation, Money Market and Small Cap Fund, 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 the 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 Statements 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 collateral.

The Funds did not engage in any securities lending activity during the period ended June 30, 2015.

9. FEDERAL 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. 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 June 30, 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 2011 through 2014.

For federal income tax purposes, the Funds listed below have capital loss carryovers as of December 31, 2014, which are available to offset future capital gains, if any, realized through the fiscal year listed:

No Expiration-

Fund

2015

2016

2017

2018

2019

2020

Short Term

Conservative Allocation

$

–

$

–

$

–

$

–

$

–

$

–

$

–

Moderate Allocation

–

–

–

–

–

–

–

Aggressive Allocation

–

–

–

–

–

–

–

Money Market

–

–

–

–

–

–

532

Core Bond

–

–

4,820,140

346,309

–

–

–

High Income

–

1,492,801

4,641,635

–

–

–

–

Diversified Income

–

–

–

–

–

–

–

Large Cap Value

–

–

–

–

–

–

–

Large Cap Growth

–

–

–

–

–

–

–

60

Ultra Series Fund | Notes to Financial Statements (unaudited) - continued | June 30, 2015

													No Expiration-
Fund		2015		2016		2017		2018		2019		2020	Short Term
Mid Cap	$	–	$	7,377,884	$	–	$	–	$	–	$	–	$	–
Small Cap		–		405,030		–		–		–		–		–
International Stock		–		2,625,039		1,312,565		1,312,565		–		–		–

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

At June 30, 2015, the aggregate gross unrealized appreciation (depreciation) and net unrealized appreciation (depreciation) for all securities as computed on a federal income tax basis for each Fund were as follows:

Fund	Appreciation		Depreciation		Net
Conservative Allocation	$	8,782,177	$	754,891	$	8,027,286
Moderate Allocation		28,928,731		817,258		28,111,473
Aggressive Allocation		13,045,152		419,936		12,625,216
Core Bond		12,925,907		4,724,315		8,201,592
High Income		530,294		888,213		(357,919	)
Diversified Income		55,729,868		3,904,553		51,825,315
Large Cap Value		83,659,620		5,935,017		77,724,603
Large Cap Growth		101,261,136		1,680,261		99,580,875
Mid Cap		79,980,221		3,661,993		76,318,228
Small Cap		2,484,130		48,541		2,435,589
International Stock		4,227,387		4,564,002		(336,615	)

The differences between the book unrealized amounts reflected in the Statement of Assets and Liabilities and tax unrealized amounts (shown above) are due to the tax deferral of losses on wash sales.

10. CONCENTRATION OF RISKS

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 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

61

Ultra Series Fund | Notes to Financial Statements (unaudited) - continued | June 30, 2015

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. Effective May 1, 2015, 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 Money Market 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.

Effective May 1, 2015, 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 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 Target Allocation 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 subject to the risks of the Underlying Funds in direct proportion to the allocation of their respective assets among the Underlying Funds.

The Fund is 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 Fund, the Investment Adviser, and other service providers, their systems, networks, or devices could potentially be breached. The Fund, its shareholders, and the Investment Adviser could be negatively impacted as a result of a cybersecurity breach. The Fund cannot control the cybersecurity plans and systems put in place by service providers or any other third parties whose operations may affect the Fund. The Fund does monitor this risk closely.

Additionally, the Target Allocation 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.

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

62

Ultra Series Fund | Notes to Financial Statements (unaudited) - continued | June 30, 2015

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 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.

11. CAPITAL SHARES AND AFFILIATED OWNERSHIP

All capital shares outstanding at June 30, 2015, are owned by separate investment accounts and/or pension plans of CMFG Life Insurance Company.

The Target Allocation Funds invest in Underlying Funds, 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”). Madison Funds’ historical financial information is available to you at no cost on the Securities and Exchange Commission’ s website at www.sec.gov, by calling 1-800-877-6089 or by visiting the Madison Funds’ website at www.madisonfunds.com. A summary of the transactions with each Affiliated Underlying Fund during the period ended June 30, 2015 follows:

	Balance of							Balance of
	Shares							Shares
	Held at		Gross		Gross			Held at		Value at		Realized			Distributions
Fund/Underlying Fund	12/31/14		Additions		Sales			6/30/15		6/30/15		Gain (Loss)			Received1
Conservative Allocation Fund
Madison Core Bond Fund Class Y		3,944,998		22,037		–			3,967,035	$	39,868,705	$	–		$	458,094
Madison Corporate Bond Fund Class Y		1,330,425		–		(4,274	)		1,326,151		15,012,032		1,282			188,519
Madison High Quality Bond Fund Class Y		728,729		–		(271,005	)		457,724		5,034,960		88,064			26,650
Madison Investors Fund Class Y		190,908		–		(73,131	)		117,777		2,453,304		21,946			–
Madison Large Cap Growth Fund Class Y		603,376		–		(99,111	)		504,265		11,487,166		258,662			–
Madison Large Cap Value Fund Class Y		919,053		29,395		(55,692	)		892,756		14,935,801		(61,008	)		–
Madison NorthRoad International Fund Class Y		267,475		23,830		(4,524	)		286,781		3,214,810		(6,697	)		–
Totals										$	92,006,778	$	302,249		$	673,263
Moderate Allocation Fund
Madison Core Bond Fund Class Y		4,792,922		85,449		–			4,878,371	$	49,027,633	$	–		$	562,330
Madison Corporate Bond Fund Class Y		481,207		–		–			481,207		5,447,262		–			68,300
Madison High Quality Bond Fund Class Y		467,911		–		(467,911	)		–		–		154,472			7,400
Madison Investors Fund Class Y		1,085,156		–		(347,535	)		737,621		15,364,648		142,744			–
Madison Large Cap Growth Fund Class Y		1,791,048		33,393		(65,712	)		1,758,729		40,063,838		77,291			–
Madison Large Cap Value Fund Class Y		2,619,958		–		(131,812	)		2,488,146		41,626,687		(149,101	)		–
Madison Mid Cap Fund Class Y		334,178		–		(334,178	)		–		–		(156,239	)		–
Madison NorthRoad International Fund Class Y		967,179		58,492		(4,524	)		1,021,147		11,447,055		5,339			–
Totals										$	162,977,123	$	74,506		$	638,030

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

63

Ultra Series Fund | Notes to Financial Statement (unaudited) - concluded | June 30, 2015

	Balance of							Balance of
	Shares							Shares
	Held at		Gross		Gross			Held at		Value at		Realized			Distributions
Fund/Underlying Fund	12/31/14		Additions		Sales			6/30/15		6/30/15		Gain (Loss)			Received1
Aggressive Allocation Fund
Madison Core Bond Fund Class Y		908,817		127,281		(53,989	)		982,109	$	9,870,192	$	(887	)	$	110,425
Madison Investors Fund Class Y		545,536		–		(242,745	)		302,791		6,307,128		263,277			–
Madison Large Cap Growth Fund Class Y		822,475		19,161		(107,733	)		733,903		16,718,300		329,403			–
Madison Large Cap Value Fund Class Y		1,134,341		–		(136,865	)		997,476		16,687,780		203,718			–
Madison Mid Cap Fund Class Y		297,909		–		(172,936	)		124,973		1,102,258		271,188			–
Madison NorthRoad International Fund Class Y		391,265		67,046		(23,947	)		434,364		4,869,222		(13,458	)		–
Totals										$	55,554,880	$	1,053,241		$	110,425

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

12. SUBSEQUENT EVENTS

All Matters

Management has evaluated the impact of all subsequent events on the Funds through the date the financial statements were available for issue. No other events have taken place that meet the definition of subsequent event that require adjustment to, or disclosure in the financial statements.

64

Ultra Series Fund | June 30, 2015

Other Information (unaudited)

FUND EXPENSES PAID BY SHAREHOLDERS

As a shareholder of the Funds, you pay no transaction costs, but do incur ongoing costs which include management fees; disinterested trustee fees; brokerage commissions and other expenses incurred in connection with the acquisition or disposition of investments; costs of borrowing money; expenses for independent audits, taxes, and extraordinary expenses as approved by a majority of the disinterested trustees. The examples in the table that follows 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 for the six-month period ended June 30, 2015. Expenses paid during the period in the table below are equal to each Fund’s annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (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 “Actual” to estimate the expenses you paid on your account during this period.

	CLASS I				CLASS II
	Beginning	Ending	Annual	Expenses		Ending	Annual	Expenses
	Account	Account	Expense	Paid During		Account	Expense	Paid During
Fund	Value	Value	Ratio	Period		Value	Ratio	Period
Conservative Allocation	$1,000	$1,006.60	0.22%	1.09		$1,005.40	0.47%	$2.34
Moderate Allocation	1,000	1,010.80	0.22%	1.10		1,009.60	0.47%	2.34
Aggressive Allocation	1,000	1,014.10	0.22%	1.10		1,012.80	0.47%	2.35
Money Market	1,000	1,000.00	0.09%	0.45		1,000.00	0.09%	0.45
Core Bond	1,000	998.70	0.57%	2.82		997.50	0.82%	4.06
High Income	1,000	1,032.60	0.77%	3.88		1,031.30	1.02%	5.14
Diversified Income	1,000	985.80	0.72%	3.55		984.50	0.97%	4.77
Large Cap Value	1,000	987.60	0.62%	3.06		986.30	0.87%	4.28
Large Cap Growth	1,000	1,023.20	0.82%	4.11		1,022.00	1.07%	5.36
Mid Cap	1,000	1,020.50	0.92%	4.61		1,019.20	1.17%	5.86
Small Cap	1,000	1,052.20	1.12%	5.70		1,050.90	1.37%	6.97
International Stock	1,000	1,065.60	1.17%	5.99		1,064.30	1.42%	7.27

65

Ultra Series Fund | Other Information (unaudited) - continued | June 30, 2015

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 I				CLASS II
	Beginning	Ending	Annual	Expenses		Ending	Annual	Expenses
	Account	Account	Expense	Paid During		Account	Expense	Paid During
Fund	Value	Value	Ratio	Period		Value	Ratio	Period
Conservative Allocation	$1,000	$1,023.70	0.22%	$1.10		$1,022.46	0.47%	$2.36
Moderate Allocation	1,000	1,023.70	0.22%	1.10		1,022.46	0.47%	2.36
Aggressive Allocation	1,000	1,023.70	0.22%	1.10		1,022.46	0.47%	2.36
Money Market	1,000	1,024.35	0.09%	0.45		1,024.35	0.09%	0.45
Core Bond	1,000	1,021.97	0.57%	2.86		1,020.73	0.82%	4.11
High Income	1,000	1,020.98	0.77%	3.86		1,019.74	1.02%	5.11
Diversified Income	1,000	1,021.22	0.72%	3.61		1,019.98	0.97%	4.86
Large Cap Value	1,000	1,021.72	0.62%	3.11		1,020.48	0.87%	4.36
Large Cap Growth	1,000	1,020.73	0.82%	4.11		1,019.49	1.07%	5.36
Mid Cap	1,000	1,020.23	0.92%	4.61		1,018.99	1.17%	5.86
Small Cap	1,000	1,019.24	1.12%	5.61		1,018.00	1.37%	6.85
International Stock	1,000	1,018.99	1.17%	5.86		1,017.75	1.42%	7.10

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any separate account fees, charges, or expenses imposed by the variable annuity or variable life insurance contracts, or retirement and pension plans that use the Funds. The information provided in the hypothetical example table is useful in comparing ongoing Fund costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these fees, charges or expenses were included, your costs would have been higher.

AVAILABILITY OF QUARTERLY PORTFOLIO SCHEDULES

The Trust files its 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 on the SEC’s website at www.sec.gov. Form N-Q may also be reviewed and copied at the Commission’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. Form N-Q and other information about the Trust are available on the EDGAR database on the SEC’s Internet site at www.sec.gov. Copies of this information may also be obtained, upon payment of a duplicating fee, by electronic request at the following email address: publicinfo@sec.gov, or by writing the SEC’s Public Reference Section, Washington, DC 20549-0102.

PROXY VOTING POLICIES, PROCEDURES AND RECORDS

A description of the policies and procedures used by the Trust to vote proxies related to portfolio securities is available to shareholders at no cost on the SEC’s website at www.sec.gov and is also located in the Funds’ Statement of Additional Information. The proxy voting records for the Trust 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.

66

Ultra Series Fund | Other Information (unaudited) - concluded | June 30, 2015

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 after forward-looking statements as a result of new information, future events, or otherwise.

SEC File Number: 811-04815

67

CMFG Life Insurance Company
2000 Heritage Way
Waverly, IA 50677

Form 1950-0815

Semi-Annual Report

June 30, 2015

Ultra Series Madison Target Retirement 2020 Fund

Ultra Series Madison Target Retirement 2030 Fund

Ultra Series Madison Target Retirement 2040 Fund

Ultra Series Madison Target Retirement 2050 Fund

Ultra Series Fund | June 30, 2015

Table of Contents

	Page
Economic Overview and Market Outlook	2
Review of Period	2
Target Retirement 2020 Fund	2
Target Retirement 2030 Fund	2
Target Retirement 2040 Fund	2
Target Retirement 2050 Fund	3
Benchmark Descriptions	3
Portfolios of Investments
Target Retirement 2020 Fund	4
Target Retirement 2030 Fund	4
Target Retirement 2040 Fund	4
Target Retirement 2050 Fund	4
Financial Statements
Statements of Assets and Liabilities	5
Statements of Operations	6
Statements of Changes in Net Assets	7
Financial Highlights for a Share of Beneficial Interest Outstanding	8
Notes to Financial Statements	10
Other Information	14

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 Ultra Series Fund, including charges and expenses, request a prospectus from your plan administrator or call CUNA Mutual Retirement Solutions at 1-800-999-8786. 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 Ultra Series Fund performance information, please call 1-800-670-3600. 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

Ultra Series Fund | June 30, 2015

Economic Overview and Market Outlook

For the six-month period ended June 30, 2015, the S&P 500^® Index tallied a 1.23% gain even with the late June downturn fueled by the uncertainty in Greece as it tried to negotiate a solution to its debt woes. Despite this, foreign markets, which had been struggling in 2014, saw an upswing of 5.52% according to the broad international index, MSCI EAFE (net). Bond investors experienced increased volatility during the second quarter as interest rates trended higher and world events played out. Yields rose as Federal Reserve remarks (supported by positive U.S. economic developments) reaffirmed their intention to raise short-term rates in the not so distant future. The Barclays U.S. Aggregate Bond Index fell 0.10% during the period.

Looking forward, we believe market volatility will increase as we edge closer to the start of a rising interest rate cycle. Elevated asset levels remain a concern, especially as earnings growth estimates are now falling to near-zero, driven in part by the strong U.S. dollar (resulting in fewer exports), slower global growth and weaker results in the Energy sector. While growth appears to be materializing in Europe, issues around the solidarity of the euro along with increasing friction with Russia may prolong the weakness.

As we navigate these shifting economic conditions we believe in a long-term investment approach. The common thread throughout the Ultra Series Funds is high-conviction, high active-share fund management. Our goal is to provide superior long-term returns while striving to manage risk and capital loss.

Review of Period (unaudited)

MADISON TARGET RETIREMENT 2020 FUND

INVESTMENT STRATEGY HIGHLIGHTS

The Ultra Series Madison Target Retirement 2020 Fund invests primarily in shares of registered investment companies by exclusively investing in R6 shares of a Master Fund - the Madison Funds’ Madison Target Retirement 2020 Fund. The Master Fund invests 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

The Ultra Series Madison Target Retirement 2020 Fund (Class I) returned 0.99% for the period, lagging the S&P Target Date^® To 2020 Index return of 1.39% , but outpacing the Dow Jones Global Target 2020 Index return of 0.38%. The Fund lagged its peers as measured by the Morningstar Target Date 2016-2020 category, which advanced 1.32% for the period.

MADISON FUNDS: MADISON TARGET RETIREMENT 2020 FUND - MASTER FUND*
ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 6/30/15
Bond Funds	56.5%
Stock Funds	27.4%
Foreign Stock Funds	9.0%
Alternative Funds	2.0%
Money Market Funds and Other Net Assets	5.1%
*See Note 1 for an explanation of the Fund Structure.

MADISON TARGET RETIREMENT 2030 FUND

INVESTMENT STRATEGY HIGHLIGHTS

The Ultra Series Madison Target Retirement 2030 Fund invests primarily in shares of registered investment companies by exclusively investing in R6 shares of a Master Fund - the Madison Funds’ Madison Target Retirement 2030 Fund. The Master Fund invests 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

The Ultra Series Madison Target Retirement 2030 Fund (Class I) returned 1.50% for the period, compared to the S&P Target Date^® To 2030 Index return of 1.91% and the Dow Jones Global Target 2030 Index return of 1.78%. The Fund underperformed its peers as measured by the Morningstar Target Date 2026-2030 category, which advanced 1.99% for the period.

MADISON FUNDS: MADISON TARGET RETIREMENT 2030 FUND - MASTER FUND*
ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 6/30/15
Stock Funds	44.9%
Bond Funds	33.9%
Foreign Stock Funds	13.5%
Alternative Funds	2.5%
Money Market Funds and Other Net Assets	5.2%
*See Note 1 for an explanation of the Fund Structure.

MADISON TARGET RETIREMENT 2040 FUND

INVESTMENT STRATEGY HIGHLIGHTS

The Ultra Series Madison Target Retirement 2040 Fund invests primarily in shares of registered investment companies by exclusively investing in R6 shares of a Master Fund - the Madison Funds’ Madison Target Retirement 2040 Fund. The Master Fund invests 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

The Ultra Series Madison Target Retirement 2040 Fund (Class I) returned 1.67% for the period, compared to the S&P Target Date^® To 2040 Index return of 2.37% and the Dow Jones Global Target 2040 Index return of 2.85%. The Fund underperformed its peers as measured by the Morningstar Target Date 2036-2040 category, which advanced 2.44% for the period.

MADISON FUNDS: MADISON TARGET RETIREMENT 2040 FUND - MASTER FUND*
ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 6/30/15
Stock Funds	52.3%
Bond Funds	23.5%
Foreign Stock Funds	16.0%
Alternative Funds	3.0%
Money Market Funds and Other Net Assets	5.2%
*See Note 1 for an explanation of the Fund Structure.

2

Ultra Series Fund | Review of Period (unaudited) - concluded | June 30, 2015

MADISON TARGET RETIREMENT 2050 FUND

INVESTMENT STRATEGY HIGHLIGHTS

The Ultra Series Madison Target Retirement 2050 Fund invests primarily in shares of registered investment companies by exclusively investing in R6 shares of a Master Fund - the Madison Funds’ Madison Target Retirement 2050 Fund. The Master Fund invests 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

The Ultra Series Madison Target Retirement 2050 Fund (Class I) returned 2.00% for the period, compared the S&P Target Date^® To 2050 Index return of 2.74% and the Dow Jones Global Target 2050 Index return of 3.21%. The Fund lagged its peers as measured by the Morningstar Target Date 2046-2050 category, which advanced 2.60% for the period.

MADISON FUNDS: MADISON TARGET RETIREMENT 2050 FUND - MASTER FUND*
ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 6/30/15
Stock Funds	59.8%
Bond Funds	12.5%
Foreign Stock Funds	18.4%
Alternative Funds	4.0%
Money Market Funds and Other Net Assets	5.3%
*See Note 1 for an explanation of the Fund Structure.

BENCHMARK DESCRIPTIONS

Benchmark Notes

The primary benchmarks for the Target Retirement Date Funds are changing from the Dow Jones Global Target Date Indexes to the S&P Target Date^® Index Series, as these new indexes better reflect the manner in which the Funds are managed. The Target Retirement Date 2020 Fund’s index is changing from the Dow Jones Global 2020 Index to the S&P Target Date^® To 2020 Index, the Target Retirement Date 2030 Fund’s index is changing from the Dow Jones Global 2030 Index to the S&P Target Date^® To 2030 Index, the Target Retirement Date 2040 Fund’s index is changing from the Dow Jones Global 2040 Index to the S&P Target Date^® To 2040 Index and the Target Retirement Date 2050 Fund’s index is changing from the Dow Jones Global 2050 Index to the S&P Target Date^® To 2050 Index.

Market 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 Index is a benchmark for multi-class asset portfolios that corresponds to the target retirement date 2020.

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

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

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

© 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.

Past performance is no guarantee of future results.

3

Ultra Series Fund | June 30, 2015

Madison Target Retirement 2020 Fund Portfolio of Investments (unaudited)

	Shares		Value (Note 2)
INVESTMENT COMPANIES - 100.2%
Master Fund - 98.3%*
Madison Funds: Madison Target
Retirement 2020 Fund Class R6 (A)	5,803,578	$	58,325,961
Money Market Funds - 1.9%
State Street Institutional U.S. Government
Money Market Fund	1,116,185		1,116,185
TOTAL INVESTMENTS - 100.2% (Cost $53,695,338**)			59,442,146
NET OTHER ASSETS AND LIABILITIES - (0.2%)			(111,680	)
TOTAL NET ASSETS - 100.0%		$	59,330,466

*	See Appendix A for a complete listing of holdings of the Master Fund.
**	Aggregate cost for Federal tax purposes was $54,178,144.
(A)	Affiliated Company (see Note 8).

Madison Target Retirement 2030 Fund Portfolio of Investments (unaudited)

	Shares		Value (Note 2)
INVESTMENT COMPANIES - 100.1%
Master Fund - 98.7%*
Madison Funds: Madison Target
Retirement 2030 Fund Class R6 (A)	8,100,923	$	81,090,242
Money Market Funds - 1.4%
State Street Institutional U.S. Government
Money Market Fund	1,185,499		1,185,499
TOTAL INVESTMENTS - 100.1% (Cost $70,879,978**)			82,275,741
NET OTHER ASSETS AND LIABILITIES - (0.1%)			(62,396	)
TOTAL NET ASSETS - 100.0%		$	82,213,345

*	See Appendix A for a complete listing of holdings of the Master Fund.
**	Aggregate cost for Federal tax purposes was $71,484,356.
(A)	Affiliated Company (see Note 8).

Madison Target Retirement 2040 Fund Portfolio of Investments (unaudited)

	Shares		Value (Note 2)
INVESTMENT COMPANIES - 100.1%
Master Fund - 98.8%*
Madison Funds: Madison Target
Retirement 2040 Fund Class R6 (A)	5,367,059	$	53,455,912
Money Market Funds - 1.3%
State Street Institutional U.S. Government
Money Market Fund	727,020		727,020
TOTAL INVESTMENTS - 100.1% (Cost $45,348,195**)			54,182,932
NET OTHER ASSETS AND LIABILITIES - (0.1%)			(77,390	)
TOTAL NET ASSETS - 100.0%		$	54,105,542

*	See Appendix A for a complete listing of holdings of the Master Fund.
**	Aggregate cost for Federal tax purposes was $45,854,601.
(A)	Affiliated Company (see Note 8).

Madison Target Retirement 2050 Fund Portfolio of Investments (unaudited)

	Shares		Value (Note 2)
INVESTMENT COMPANIES - 100.1%
Master Fund - 98.9%*
Madison Funds: Madison Target
Retirement 2050 Fund Class R6 (A)	2,085,051	$	20,933,916
Money Market Funds - 1.2%
State Street Institutional U.S. Government
Money Market Fund	262,986		262,986
TOTAL INVESTMENTS - 100.1% (Cost $18,105,790**)			21,196,902
NET OTHER ASSETS AND LIABILITIES - (0.1%)			(12,260	)
TOTAL NET ASSETS - 100.0%		$	21,184,642

*	See Appendix A for a complete listing of holdings of the Master Fund.
**	Aggregate cost for Federal tax purposes was $18,211,054.
(A)	Affiliated Company (see Note 8).

See accompanying Notes to Financial Statements.

4

Ultra Series Fund | June 30, 2015

Statements of Assets and Liabilities as of June 30, 2015 (unaudited)

		Madison			Madison			Madison			Madison
		Target			Target			Target			Target
		Retirement			Retirement			Retirement			Retirement
		2020 Fund			2030 Fund			2040 Fund			2050 Fund
Assets:
Investments in securities, at cost
Unaffiliated issuers	$	1,116,185		$	1,185,499		$	727,020		$	262,986
Master Fund1		52,579,153			69,694,479			44,621,175			17,842,804
Net unrealized appreciation
Master Fund1		5,746,808			11,395,763			8,834,737			3,091,112
Total investments, at value		59,442,146			82,275,741			54,182,932			21,196,902
Receivables:
Fund shares sold		19,965			67,512			62,297			21,871
Total assets		59,462,111			82,343,253			54,245,229			21,218,773
Liabilities:
Payables:
Fund shares redeemed		131,645			129,908			139,687			34,131
Total liabilities		131,645			129,908			139,687			34,131
Net assets applicable to outstanding capital stock	$	59,330,466		$	82,213,345		$	54,105,542		$	21,184,642
Net assets consist of:
Paid-in capital	$	53,796,407		$	71,265,933		$	45,032,279		$	18,161,091
Accumulated undistributed net investment loss		(64	)		(54	)		(140	)		(14	)
Accumulated net realized gain (loss) on investments sold and foreign
currency related transactions		(212,685	)		(448,297	)		238,666			(67,547	)
Net unrealized appreciation of investments (including appreciation
(depreciation) of foreign currency related transactions)		5,746,808			11,395,763			8,834,737			3,091,112
Net Assets	$	59,330,466		$	82,213,345		$	54,105,542		$	21,184,642
Class I Shares:
Net Assets	$	59,330,466		$	82,213,345		$	54,105,542		$	21,184,642
Shares of beneficial interest outstanding		6,824,886			9,309,503			6,408,231			1,604,245
Net Asset Value and redemption price per share	$	8.69		$	8.83		$	8.44		$	13.21
1 See Note 8 for information on affiliated issuers.

See accompanying Notes to Financial Statements.

5

Ultra Series Fund | June 30, 2015

Statements of Operations for the Six-Months Ended June 30, 2015 (unaudited)

		Madison			Madison			Madison			Madison
		Target			Target			Target			Target
		Retirement			Retirement			Retirement			Retirement
		2020 Fund			2030 Fund			2040 Fund			2050 Fund
Investment Income	$	–		$	–		$	–		$	–
Expenses:
Other expenses	$	64		$	53		$	140		$	14
Total expenses1		64			53			140			14
Net Investment Loss		(64	)		(53	)		(140	)		(14	)
Net Realized and Unrealized Gain (Loss) on Investments
Net realized gain on investments (including net realized gain (loss) on foreign currency
related transactions)
Master Fund2		270,232			156,167			745,099			42,301
Net change in unrealized appreciation on investments (including net unrealized appreciation
(depreciation) on foreign currency related transactions)
Master Fund2		377,521			1,145,081			310,499			412,511
Net Realized and Unrealized Gain on Investments		647,753			1,301,248			1,055,598			454,812
Net Increase in Net Assets from Operations	$	647,689			1,301,195			1,055,458		$	454,798

¹ See Note 3 for information on expenses.

² See Note 8 for information on affiliated issuers.

See accompanying Notes to Financial Statements.

6

Ultra Series Fund | June 30, 2015
Statements of Changes in Net Assets
		Madison Target						Madison Target						Madison Target						Madison Target
		Retirement 2020 Fund						Retirement 2030 Fund						Retirement 2040 Fund						Retirement 2050 Fund
		(unaudited)						(unaudited)						(unaudited)						(unaudited)
		Six-Months						Six-Months						Six-Months						Six-Months
		Ended			Year Ended			Ended			Year Ended			Ended			Year Ended			Ended			Year Ended
		6/30/15			12/31/14			6/30/15			12/31/14			6/30/15			12/31/14			6/30/15			12/31/14
Net Assets at beginning of period	$	62,086,994		$	70,472,021		$	84,935,455		$	93,187,497		$	59,498,853		$	68,917,211		$	22,798,839		$	18,122,573
Increase in net assets from operations:
Net investment income (loss)		(64	)		1,445,899			(53	)		1,815,148			(140	)		1,302,838			(14	)		425,053
Net realized gain.		270,232			3,778,434			156,167			6,459,366			745,099			5,681,727			42,301			1,065,684
Net change in unrealized appreciation (depreciation)		377,521			(377,301	)		1,145,081			(1,014,709	)		310,499			(1,511,357	)		412,511			303,312
Net increase in net assets from operations		647,689			4,847,032			1,301,195			7,259,805			1,055,458			5,473,208			454,798			1,794,049
Distributions to shareholders from:
Net investment income
Class I		(33,067	)		(1,620,265	)		(39,471	)		(1,934,962	)		(28,042	)		(1,401,615	)		(8,767	)		(435,257	)
Net realized gains
Class I		(433,050	)		(3,040,240	)		(611,480	)		(5,778,868	)		(419,739	)		(5,125,812	)		(27,880	)		(1,035,732	)
Total distributions		(466,117	)		(4,660,505	)		(650,951	)		(7,713,830	)		(447,781	)		(6,527,427	)		(36,647	)		(1,470,989	)
Capital Stock transactions:
Class I Shares
Shares sold		9,473,497			30,353,864			15,642,739			36,962,168			8,937,205			30,530,746			5,955,786			15,844,030
Issued to shareholders in reinvestment of distributions		466,117			4,660,505			650,952			7,713,830			447,781			6,527,427			36,647			1,470,989
Shares redeemed		(12,877,714	)		(43,585,923	)		(19,666,045	)		(52,474,015	)		(15,385,974	)		(45,422,312	)		(8,024,781	)		(12,961,813	)
Total increase (decrease) from capital stock transactions		(2,938,100	)		(8,571,554	)		(3,372,354	)		(7,798,017	)		(6,000,988	)		(8,364,139	)		(2,032,348	)		4,353,206
Total increase (decrease) in net assets		(2,756,528	)		(8,385,027	)		(2,722,110	)		(8,252,042	)		(5,393,311	)		(9,418,358	)		(1,614,197	)		4,676,266
Net Assets at end of period	$	59,330,466		$	62,086,994		$	82,213,345		$	84,935,455		$	54,105,542		$	59,498,853		$	21,184,642		$	22,798,839
Undistributed net investment income (loss) included in net assets	$	(64	)	$	33,067		$	(54	)	$	39,470		$	(140	)	$	28,042		$	(14	)	$	8,767
Capital Share transactions:
Class I Shares
Shares sold		1,073,956			3,356,026			1,742,962			4,006,031			1,043,377			3,401,029			447,213			1,196,333
Issued to shareholders in reinvestment of distributions		53,100			536,783			72,776			878,019			52,207			778,089			2,730			113,369
Shares redeemed		(1,459,516	)		(4,784,545	)		(2,193,101	)		(5,641,542	)		(1,795,127	)		(5,008,307	)		(604,031	)		(969,318	)
Net increase (decrease) from capital share transactions		(332,460	)		(891,736	)		(377,363	)		(757,492	)		(699,543	)		(829,189	)		(154,088	)		340,384

See accompanying Notes to Financial Statements.

7

Ultra Series Fund | June 30, 2015

Financial Highlights for a Share of Beneficial Interest Outstanding

MADISON TARGET RETIREMENT 2020 FUND
	(unaudited)							Year Ended December 31,
	Six-Months
CLASS I	Ended 6/30/15				2014			2013			2012			2011			2010
Net Asset Value at beginning of period	$	8.67		$	8.76		$	8.31		$	7.82		$	8.06		$	7.64
Income from Investment Operations:
Net investment income1		(0.00	)2		0.19			0.21			0.24			0.22			0.20
Net realized and unrealized gain (loss) on investments		0.09			0.42			0.70			0.53			(0.04	)		0.49
Total from investment operations		0.09			0.61			0.91			0.77			0.18			0.69
Less Distributions From:
Net investment income		(0.01	)		(0.24	)		(0.22	)		(0.25	)		(0.23	)		(0.27	)
Capital gains		(0.06	)		(0.46	)		(0.24	)		(0.03	)		(0.19	)		–
Total distributions		(0.07	)		(0.70	)		(0.46	)		(0.28	)		(0.42	)		(0.27	)
Net increase (decrease) in net asset value		0.02			(0.09	)		0.45			0.49			(0.24	)		0.42
Net Asset Value at end of period	$	8.69		$	8.67		$	8.76		$	8.31		$	7.82		$	8.06
Total Return (%)3		0.99	4		7.11			10.94			9.98			2.11			9.01
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$	59,330		$	62,087		$	70,472		$	56,607		$	39,580		$	27,648
Ratios of expenses to average net assets:
Before reimbursement of expenses by adviser (%)		0.00	5,6,9		0.30			0.30			0.30			0.26			0.40
After reimbursement of expenses by adviser (%)		0.00	5,6,9		0.21	7		0.30			0.30			0.24	8		0.20	8
Ratio of net investment income to average net assets (%)		(0.00	)5,6,9		2.08			2.37			2.96			2.70			2.61
Portfolio turnover (%)10		2	4		142			167			90			114			51
MADISON TARGET RETIREMENT 2030 FUND
	(unaudited)							Year Ended December 31,
	Six-Months
CLASS I	Ended 6/30/15				2014			2013			2012			2011			2010
Net Asset Value at beginning of period	$	8.77		$	8.92		$	8.04		$	7.49		$	7.90		$	7.41
Income from Investment Operations:
Net investment income1		(0.00	)2		0.18			0.19			0.23			0.19			0.18
Net realized and unrealized gain (loss) on investments		0.13			0.54			1.13			0.60			(0.09	)		0.52
Total from investment operations		0.13			0.72			1.32			0.83			0.10			0.70
Less Distributions From:
Net investment income		(0.00	)2		(0.22	)		(0.18	)		(0.22	)		(0.20	)		(0.21	)
Capital gains		(0.07	)		(0.65	)		(0.26	)		(0.06	)		(0.31	)		–
Total distributions		(0.07	)		(0.87	)		(0.44	)		(0.28	)		(0.51	)		(0.21	)
Net increase (decrease) in net asset value		0.06			(0.15	)		0.88			0.55			(0.41	)		0.49
Net Asset Value at end of period	$	8.83		$	8.77		$	8.92		$	8.04		$	7.49		$	7.90
Total Return (%)3		1.50	4		8.06			16.56			11.05			1.16			9.56
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$	82,213		$	84,935		$	93,187		$	68,009		$	45,404		$	31,279
Ratios of expenses to average net assets:
Before reimbursement of expenses by adviser (%)		0.00	5,6,9		0.30			0.30			0.30			0.26			0.40
After reimbursement of expenses by adviser (%)		0.00	5,6,9		0.21	7		0.30			0.30			0.24	8		0.20	8
Ratio of net investment income to average net assets (%)		(0.00	)5,6,9		1.98			2.16			2.84			2.43			2.42
Portfolio turnover (%)10		2	4		103			136			86			108			43

1	Based on average shares outstanding during the year.
2	Amounts represent less than $0.005 per share.
3	These returns are after all charges at the mutual fund level have been subtracted. These returns are higher than the returns at the separate account level because charges made at the separate account level have not been subtracted. Total returns are not annualized for periods less than one year.
4	Not annualized.
5	Annualized.
6	Amounts represent less than 0.01%.
7	Amount includes fees waived by the adviser (see Note 3).
8	Amount includes fees waived by the adviser through a contractual management fee reduction from 0.40% to 0.20% effective October 1, 2009 to February 16, 2011. Effective February 17, 2011 to August 31, 2011, the fee was permanently reduced to 0.20%. Effective September 1, 2011, shareholders approved a new fee arrangement which includes an advisory fee of 0.25% and services agreement fee of 0.05%.
9	Amount does not include income or expenses of the underlying Master Fund, nor the underlying expenses of the funds held by the Master Fund. See Note 1 for an explanation of the Fund organizational structure.
10	Portfolio turnover is calculated at the fund level and represents the entire fiscal year or period.

See accompanying Notes to Financial Statements.

8

Ultra Series Fund | June 30, 2015

Financial Highlights for a Share of Beneficial Interest Outstanding

MADISON TARGET RETIREMENT 2040 FUND
	(unaudited)							Year Ended December 31,
	Six-Months
CLASS I	Ended 6/30/15				2014			2013			2012			2011			2010
Net Asset Value at beginning of period	$	8.37		$	8.68		$	7.61		$	7.06		$	7.60		$	7.07
Income from Investment Operations:
Net investment income2		(0.00	)3		0.17			0.17			0.20			0.16			0.15
Net realized and unrealized gain (loss) on investments		0.14			0.55			1.32			0.61			(0.12	)		0.55
Total from investment operations		0.14			0.72			1.49			0.81			0.04			0.70
Less Distributions From:
Net investment income		(0.00	)3		(0.22	)		(0.16	)		(0.19	)		(0.17	)		(0.17	)
Capital gains		(0.07	)		(0.81	)		(0.26	)		(0.07	)		(0.41	)		–
Total distributions		(0.07	)		(1.03	)		(0.42	)		(0.26	)		(0.58	)		(0.17	)
Net increase (decrease) in net asset value		0.07			(0.31	)		1.07			0.55			(0.54	)		0.53
Net Asset Value at end of period	$	8.44		$	8.37		$	8.68		$	7.61		$	7.06		$	7.60
Total Return (%)4		1.67	5		8.27			19.63			11.42			0.47			9.97
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$	54,106		$	59,499		$	68,917		$	49,269		$	35,182		$	26,147
Ratios of expenses to average net assets:
Before reimbursement of expenses by adviser (%)		0.00	6,7,10		0.30			0.30			0.30			0.26			0.40
After reimbursement of expenses by adviser (%)		0.00	6,7,10		0.21	8		0.30			0.30			0.24	9		0.20	9
Ratio of net investment income to average net assets (%)		(0.00	)6,7,10		1.95			2.01			2.65			2.11			2.14
Portfolio turnover (%)11		2	5		108			151			101			115			40
MADISON TARGET RETIREMENT 2050 FUND
	(unaudited)				Year Ended December 31									Inception
	Six Months													to
CLASS I	Ended 6/30/15				2014			2013			2012			12/31/111
Net Asset Value at beginning of period	$	12.97		$	12.78		$	10.69		$	9.75		$	10.00
Income from Investment Operations:
Net investment income2		(0.00	)3		0.27			0.24			0.30			0.26
Net realized and unrealized gain (loss) on investments		0.26			0.82			2.19			0.89			(0.36	)
Total from investment operations		0.26			1.09			2.43			1.19			(0.10	)
Less Distributions From:
Net investment income		(0.01	)		(0.27	)		(0.18	)		(0.21	)		(0.14	)
Capital gains		(0.01	)		(0.63	)		(0.16	)		(0.04	)		–
Return of capital		–			–			–			–			(0.01	)
Total distributions		(0.02	)		(0.90	)		(0.34	)		(0.25	)		(0.15	)
Net increase (decrease) in net asset value		0.24			0.19			2.09			0.94			(0.25	)
Net Asset Value at end of period	$	13.21		$	12.97		$	12.78		$	10.69		$	9.75
Total Return (%)4		2.005			8.51			22.78			12.12			(1.03	)5
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$	21,185		$	22,799		$	18,123		$	7,160		$	2,236
Ratios of expenses to average net assets:
Before reimbursement of expenses by adviser (%)		0.00	6,7,10		0.30			0.30			0.30			0.26	6
After reimbursement of expenses by adviser (%)		0.00	6,7,10		0.20	8		0.30			0.30			0.26	6,9
Ratio of net investment income to average net assets (%)		(0.00	)6,7,10		2.02			1.98			2.90			2.61	6
Portfolio turnover (%)11		5	5		133			215			86			75	5

1	Commenced investment operations on January 3, 2011.
2	Based on average shares outstanding during the year.
3	Amounts represent less than $0.005 per share.
4	These returns are after all charges at the mutual fund level have been subtracted. These returns are higher than the returns at the separate account level because charges made at the separate account level have not been subtracted. Total returns are not annualized for periods less than one year.
5	Not annualized.
6	Annualized.
7	Amounts represent less than 0.01%.
8	Amount includes fees waived by the adviser (see Note 3).
9	Amount includes fees waived by the adviser through a contractual management fee reduction from 0.40% to 0.20% effective October 1, 2009 to February 16, 2011. Effective February 17, 2011 to August 31, 2011, the fee was permanently reduced to 0.20%. Effective September 1, 2011, shareholders approved a new fee arrangement which includes an advisory fee of 0.25% and services agreement fee of 0.05%.
10	Amount does not include income or expenses of the underlying Master Fund, nor the underlying expenses of the funds held by the Master Fund. See Note 1 for an explanation of the Fund Organizational Structure.
11	Portfolio turnover is calculated at the fund level and represents the entire fiscal year or period.

See accompanying Notes to Financial Statements.

9

Ultra Series Fund | June 30, 2015

Notes to Financial Statements

1. ORGANIZATION

The Ultra Series Fund (the “Trust”), a Massachusetts business trust, is registered under the investment company Act of 1940 (the “1940 Act”), as amended, as a diversified, open-end management investment company. The Trust is a series trust with, at the end of the period covered by this report, 16 investment portfolios (individually, a “Fund,” and collectively, the “Funds”), each with different investment objectives and policies. The Funds currently reporting within this book at the end of the period were the Madison Target Retirement 2020 Fund, Madison Target Retirement 2030 Fund, Madison Target Retirement 2040 Fund, and Madison Target Retirement 2050 Fund, (collectively, the “Target Date Funds” or “Ultra Series Madison Target Retirement Funds” or “USF Target Date Funds”).

The Declaration of Trust permits the Board of Trustees to issue an unlimited number of full and fractional shares of the Trust without par value. The Target Date Funds only offer a single class of shares, Class I shares. The shares represent an interest in the assets of the respective Fund and have identical voting, dividend, liquidation and other rights, except the class of shares bears its own distribution fees, if any, and its proportional share of Fund level expenses, and has exclusive voting rights on matters pertaining to Rule 12b-1under the 1940 Act as it relates to that class and other class specific matters. Shares are offered to qualified pension and retirement plans of CMFG Life Insurance Company or its affiliates (“CUNA Mutual Group”). The Trust may, in the future, offer other share classes to qualified pension and retirement plans that are not affiliated with CUNA Mutual Group. The Trust does not offer shares directly to the general public.

The Trust has entered into a Management Agreement with Madison Asset Management, LLC (the “Investment Adviser” or “Madison”).

Each Target Date Fund, each a feeder fund, seeks to achieve its investment objective by investing all of its investable assets in a respective master fund (the “Master Fund”), each master fund a series of the Madison Funds. Madison Funds is an open-end diversified investment management company advised by the Investment Adviser. The financial statements of each of the respective Master Funds should be read in conjunction with the Ultra Series Madison Target Retirement Funds’ financial statements. The valuation policies of the Master Funds can be found within the above referenced financial statements. As of June 30, 2015, the Ultra Series Madison Target Retirement 2020 Fund owned approximately 99.43% of the respective Madison Funds Master Fund, the Ultra Series Madison Target Retirement 2030 Fund owned approximately 98.80% of the respective Madison Funds Master Fund, the Ultra Series Madison Target Retirement 2040 Fund owned approximately 99.98% of the respective Madison Funds Master Fund, and the Ultra Series Madison Target Retirement 2050 Fund owned approximately 99.56% of the respective Madison Funds Master Fund. See also Appendix A, page 15 for the Portfolio of Investments, and Appendix B, page 17 for the Statements of Assets and Liabilities for the respective Master Funds.

2. SIGNIFICANT ACCOUNTING POLICIES

The Funds are investment companies that apply the accounting and reporting guidance in the Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 946, Financial Services-Investment Companies (ASC 946). 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 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.

Investments in shares of open-end mutual 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 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.

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. 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 Pricing Committee (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 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 a 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.

In addition to independent fair value decisions made by the Committee noted above, the Committee also engages an independent fair valuation service to adjust the valuations of foreign equity securities based on specific market-movement

10

Ultra Series Fund | Notes to the Financial Statements - continued | June 30, 2015

parameters established by the Committee and approved by the Trust. Such adjustments to the valuation of foreign securities are applied automatically upon market close if the parameters established are exceeded. A foreign security is also automatically fair valued if the exchange it is traded in is on holiday.

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. 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.

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.

The Trust has established a procedure providing that the securities serving as collateral for each repurchase agreement must be delivered to the Trust’s 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. As of June 30, 2015, none of the Funds held open repurchase agreements.

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, 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.

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 changes in market prices of securities. Such amounts are categorized as gain or loss on investments for financial reporting purposes.

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.

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 period ended June 30, 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 June 30, 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 June 30, 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
	Active Markets		Significant Other		Significant
	for Identical		Observable		Unobservable
	Investments		Inputs		Inputs		Value at
Fund	(Level 1)		(Level 2)		(Level 3)		6/30/15
Ultra Series Madison Target
Retirement 20201		$59,442,146	$	–	$	–	$59,442,146
Ultra Series Madison Target
Retirement 20301		82,275,741		–		–	82,275,741
Ultra Series Madison Target
Retirement 20401		54,182,932		–		–	54,182,932
Ultra Series Madison Target
Retirement 20501		21,196,902		–		–	21,196,902

¹ Please refer to Appendix A of this report (page 15) for a list of underlying holdings of the Master Fund held by each respective Ultra Series Target Date Fund.

11

Ultra Series Fund | Notes to the Financial Statements - continued | June 30, 2015

3. MANAGEMENT AND SERVICE AGREEMENTS AND OTHER EXPENSES

Management Agreement: For services under the Management Agreement, the Investment Adviser is entitled to receive a management fee, which is calculated daily and paid monthly, at an annual rate of 0.25% of each Fund’s average daily net assets. Effective with the launch of the Madison Funds Madison Target Date Funds or Master Funds (see Note 1), the Funds invested substantially all of their assets in these Master Funds. In order to avoid charging duplicate fees, from August 30, 2014 through December 31, 2014, these fees were waived by the Investment Adviser. The Investment Adviser does not have the right to recoup any of these waived fees. In that same regard, effective January 1, 2015, and as long as each USF Target Date Fund invests substantially all of its assets in the underlying Madison Target Date Fund discussed above, the USF Target Date Funds shall not pay any management fees to the Investment Adviser in recognition of the fees paid to the Adviser by the corresponding Madison Funds Madison Target Retirement Date Funds to avoid charging duplicate fees.

Service 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, which is calculated daily and paid monthly, at an annual rate of 0.05% of each Fund’s average daily net assets. Effective with the launch of the Madison Funds Madison Target Date Funds or Master Funds (see Note 1), the Funds invested substantially all of their assets in these Master Funds. In order to avoid charging duplicate fees, from August 30, 2014 through December 31, 2014, these fees were waived by the Investment Adviser. The Investment Adviser does not have the right to recoup any of these waived fees. In that same regard, effective January 1, 2015, and as long as each USF Target Date Fund invests substantially all of its assets in the underlying Madison Target Date Fund discussed above, the USF Target Date Funds shall not pay any service fees to the Investment Adviser in recognition of the fees paid to the Adviser by the corresponding Madison Funds Madison Target Retirement Date Funds to avoid charging duplicate fees.

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, overdrafts, any potential taxes owed and extraordinary expenses as approved by a majority of independent trustees.

Certain officers and trustees of the Trust are also officers of the Investment Adviser. The Funds do not compensate their officers or affiliated trustees. The Nominating and Governance Committee of the Board may change trustee fees paid at any time.

4. DIVIDENDS FROM NET INCOME AND DISTRIBUTIONS OF CAPITAL GAINS

The Funds declare dividends from net investment income and net realized gains from investment transactions, if any, annually, which are reinvested in additional full and fractional shares of the respective Funds.

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 of the Funds may 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.

5. SECURITIES TRANSACTIONS

For the period ended June 30, 2015, aggregate cost of purchases and proceeds from sales of securities, other than short-term investment, were as follows:

Fund	Purchases	Sales
Ultra Series Madison Target Retirement 2020	$1,339,845	$4,851,594
Ultra Series Madison Target Retirement 2030	1,381,958	4,898,551
Ultra Series Madison Target Retirement 2040	1,198,424	7,507,468
Ultra Series Madison Target Retirement 2050	1,211,395	2,997,474

6. FEDERAL 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. 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 June 30, 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 December 31, 2011 through December 31, 2014.

For federal income tax purposes, the Target Date Funds did not have capital loss carryovers as of December 31, 2014.

At June 30, 2015, the aggregate gross unrealized appreciation (depreciation) and net unrealized appreciation for all securities as computed on a federal income tax basis for each Fund were as follows:

Fund	Appreciation	Depreciation	Net
Ultra Series Madison Target Retirement 2020	$  5,264,002	$              –	$   5,264,002
Ultra Series Madison Target Retirement 2030	10,791,385	–	10,791,385
Ultra Series Madison Target Retirement 2040	8,328,331	–	8,328,331
Ultra Series Madison Target Retirement 2050	2,985,848	–	2,985,848

The differences between the book unrealized amounts reflected in the Statement of Assets and Liabilities and tax unrealized amounts (shown above) are due to the tax deferral of losses on wash sales.

7. INVESTMENT RISKS

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 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.

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 Target Date Funds are fund of funds, meaning that they invest primarily in the shares of other registered investment companies (the “Underlying Funds”), including exchange traded funds (“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, these Funds are subject to the risks of the Underlying Funds in direct proportion to the allocation of their respective assets among the Underlying Funds.

Additionally, the 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.

12

Ultra Series Fund | Notes to the Financial Statements - concluded | June 30, 2015

The Fund is 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 Fund, the Investment Adviser, and other service providers, their systems, networks, or devices could potentially be breached. The Fund, its shareholders, and the Investment Adviser could be negatively impacted as a result of a cybersecurity breach. The Fund cannot control the cybersecurity plans and systems put in place by service providers or any other third parties whose operations may affect the Fund. The Fund does 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 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.

8. CAPITAL SHARES AND AFFILIATED OWNERSHIP

All capital shares outstanding at June 30, 2015, are owned by separate investment accounts and/or pension plans of CMFG Life Insurance Company. A summary of the transactions with each affiliated underlying fund as of June 30, 2015, follows:

	Balance of			Balance of
	Shares			Shares
	Held at	Gross	Gross	Held at		Value at		Realized		Distributions
Fund/Underlying Fund	12/31/14	Additions	Sales	6/30/15		6/30/15		Gain (Loss)		Received1
Ultra Series Madison Target Retirement 2020 Fund
Madison Funds: Madison Target Retirement 2020 Fund Class R6	6,149,744	132,461	(478,627)	5,803,578	$	58,325,961	$	270,232	$	-
Totals					$	58,325,961	$	270,232	$	-
Ultra Series Madison Target Retirement 2030 Fund
Madison Funds: Madison Target Retirement 2030 Fund Class R6	8,448,842	136,928	(484,847)	8,100,923	$	81,090,242	$	156,167	$	-
Totals					$	81,090,242	$	156,167	$	-
Ultra Series Madison Target Retirement 2040 Fund
Madison Funds: Madison Target Retirement 2040 Fund Class R6	5,996,870	119,759	(749,570)	5,367,059	$	53,455,912	$	745,099	$	-
Totals					$	53,455,912	$	745,099	$	-
Ultra Series Madison Target Retirement 2050 Fund
Madison Funds: Madison Target Retirement 2050 Fund Class R6	2,262,722	119,595	(297,266)	2,085,051	$	20,933,916	$	42,301	$	-
Totals					$	20,933,916	$	42,301	$	-
1 Distributions received include distributions from net investment income and from capital gains from the affiliated Underlying Funds.

9. SUBSEQUENT EVENTS

Management has evaluated the impact of all subsequent events on the Funds through the date the financial statements were available for issue. No other events have taken place that meet the definition of subsequent event that require adjustment to, or disclosure in the financial statements.

13

Ultra Series Fund | June 30, 2015

Other Information (unaudited)

FUND EXPENSES PAID BY SHAREHOLDERS

As a shareholder of the Funds, you pay no transaction costs, but may indirectly (see Note 3) incur ongoing costs which include management fees; disinterested trustee fees; brokerage commissions and other expenses incurred in connection with the acquisition or disposition of investments; costs of borrowing money; expenses for independent audits, taxes, and extraordinary expenses as approved by a majority of the disinterested trustees. The examples in the table that follows 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 for the six-month period ended June 30, 2015. Expenses paid during the period in the table below are equal to each Fund’s annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (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 “Actual” to estimate the expenses you paid on your account during this period.

		CLASS I
	Beginning	Ending	Annual	Expenses Paid
Fund	Account Value	Account Value	Expense Ratio1	During Period
Ultra Series Madison Target
Retirement 2020 Fund	$1,000	$1,009.90	0.00%	$0.00
Ultra Series Madison Target
Retirement 2030 Fund	1,000	1,015.00	0.00%	0.00
Ultra Series Madison Target
Retirement 2040 Fund	1,000	1,016.70	0.00%	0.00
Ultra Series Madison Target
Retirement 2050 Fund	1,000	1,020.00	0.00%	0.00

¹Amount does not include expenses of the underlying Master Fund, nor the underlying expense of the funds held by the Master Fund. See Note 1 for an explanation of the Fund organizational structure, Note 3 for a description of the expense structure, and the current prospectus for more complete information regarding the charges and expenses of the Target Date Funds.

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 I
	Beginning	Ending	Annual	Expenses Paid
Fund	Account Value	Account Value	Expense Ratio1	During Period
Ultra Series Madison Target
Retirement 2020 Fund	$1,000	$1,024.79	0.00%	$0.00
Ultra Series Madison Target
Retirement 2030 Fund	1,000	1,024.79	0.00%	0.00
Ultra Series Madison Target
Retirement 2040 Fund	1,000	1,024.79	0.00%	0.00
Ultra Series Madison Target
Retirement 2050 Fund	1,000	1,024.79	0.00%	0.00

¹Amount does not include expenses of the underlying Master Fund, nor the underlying expense of the funds held by the Master Fund. See Note 1 for an explanation of the Fund organizational structure, Note 3 for a description of the expense structure, and the current prospectus for more complete information regarding the charges and expenses of the Target Date Funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any separate account fees, charges, or expenses imposed by the variable annuity or variable life insurance contracts, or retirement and pension plans that use the Funds. The information provided in the hypothetical example table is useful in comparing ongoing Fund costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these fees, charges or expenses were included, your costs would have been higher.

AVAILABILITY OF QUARTERLY PORTFOLIO SCHEDULES

The Trust files its 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 on the SEC’s website at www.sec.gov. Form N-Q may also be reviewed and copied at the Commission’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. Form N-Q and other information about the Trust are available on the EDGAR database on the SEC’s Internet site at www.sec.gov. Copies of this information may also be obtained, upon payment of a duplicating fee, by electronic request at the following email address: publicinfo@sec.gov, or by writing the SEC’s Public Reference Section, Washington, DC 20549-0102.

PROXY VOTING POLICIES, PROCEDURES AND RECORDS

A description of the policies and procedures used by the Trust to vote proxies related to portfolio securities is available to shareholders at no cost on the SEC’s website at www.sec.gov and is also located in the Funds’ Statement of Additional Information. The proxy voting records for the Trust 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 the Management’s Discussion of Fund Performance 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.

14

Ultra Series Fund | Other Information - continued | June 30, 2015

APPENDIX A: MADISON FUNDS: MADISON TARGET DATE FUNDS PORTFOLIOS OF INVESTMENTS - Master Funds (unaudited)

Madison Funds: Madison Target Retirement 2020 Fund Portfolio of Investments1
	Shares	Value (Note 2)
INVESTMENT COMPANIES - 100.8%
Alternative Funds - 2.0%
PowerShares DB Commodity Index
Tracking Fund*	16,364	$	294,552
SPDR Gold Shares*	7,830		879,857
			1,174,409
Bond Funds - 56.5%
Baird Aggregate Bond Fund Institutional Shares	137,199		1,468,025
iShares 20+ Year Treasury Bond ETF	2,482		291,536
iShares 3-7 Year Treasury Bond ETF†	143,050		17,589,428
iShares 7-10 Year Treasury Bond ETF	33,466		3,514,265
iShares TIPS Bond Fund ETF	20,880		2,339,604
Metropolitan West High Yield Bond Fund Class I	245,721		2,349,092
Metropolitan West Total Return Bond Fund Class I	135,676		1,466,654
Vanguard Short-Term Corporate Bond ETF	22,107		1,759,275
Vanguard Total Bond Market ETF	28,849		2,344,270
			33,122,149
Foreign Stock Funds - 9.0%
iShares MSCI EAFE Minimum Volatility ETF	17,892		1,168,169
iShares MSCI United Kingdom ETF	32,077		585,405
Vanguard FTSE All-World ex-U.S. ETF	30,172		1,464,851
WisdomTree Europe Hedged Equity Fund	19,051		1,173,351
WisdomTree Japan Hedged Equity Fund	15,361		878,649
			5,270,425
Money Market Funds - 5.9%
State Street Institutional U.S. Government Money Market Fund	3,463,265		3,463,265
Stock Funds - 27.4%
iShares Core S&P Mid-Cap ETF	15,620		2,342,688
PowerShares Buyback Achievers Portfolio ETF	84,213		4,093,594
Schwab Fundamental U.S. Large Company Index Fund Institutional Shares	38,621		587,427
Schwab U.S. Dividend Equity ETF	15,278		584,995
SPDR S&P 500 ETF Trust	34,098		7,019,073
Vanguard Financials ETF	5,894		292,755
Vanguard Growth ETF	5,460		584,493
Vanguard Information Technology ETF	5,502		584,477
			16,089,502
TOTAL INVESTMENTS - 100.8% (Cost $54,945,664**)			59,119,750
NET OTHER ASSETS AND LIABILITIES - (0.8%)			(452,515	)
TOTAL NET ASSETS - 100.0%		$	58,667,235

1	Calculated on a cash basis.
*	Non-income producing.
**	Aggregate cost for Federal tax purposes was $54,945,664.
†	www.ishares.com/us/library/financial-legal-tax.
ETF	Exchange Traded Fund.

Madison Funds: Madison Target Retirement 2030 Fund Portfolio of Investments1
	Shares	Value (Note 2)
INVESTMENT COMPANIES - 100.3%
Alternative Funds - 2.5%
PowerShares DB Commodity Index
Tracking Fund*	22,882	$	411,876
SPDR Gold Shares*	14,598		1,640,378
			2,052,254
Bond Funds - 33.9%
Baird Aggregate Bond Fund Institutional Shares	76,738		821,100
iShares 20+ Year Treasury Bond ETF	3,476		408,291
iShares 3-7 Year Treasury Bond ETF	120,017		14,757,290
iShares 7-10 Year Treasury Bond ETF	38,997		4,095,075
iShares TIPS Bond Fund ETF	29,197		3,271,524
Metropolitan West High Yield Bond Fund Class I	257,693		2,463,546
Metropolitan West Total Return Bond Fund Class I	75,886		820,332
Vanguard Short-Term Corporate Bond ETF	10,300		819,674
Vanguard Total Bond Market ETF	5,038		409,388
			27,866,220
Foreign Stock Funds - 13.5%
iShares MSCI EAFE Minimum Volatility ETF	37,565		2,452,619
iShares MSCI United Kingdom ETF	67,281		1,227,878
Vanguard FTSE All-World ex-U.S. ETF	67,503		3,277,271
WisdomTree Europe Hedged Equity Fund	39,958		2,461,013
WisdomTree Japan Hedged Equity Fund	28,615		1,636,778
			11,055,559
Money Market Funds - 5.5%
State Street Institutional U.S. Government Money Market Fund	4,484,914		4,484,914
Stock Funds - 44.9%
iShares Core S&P Mid-Cap ETF	32,763		4,913,795
PowerShares Buyback Achievers Portfolio ETF	151,415		7,360,283
Schwab Fundamental U.S. Large Company Index Fund Institutional Shares	81,006		1,232,105
Schwab U.S. Dividend Equity ETF	32,044		1,226,965
SPDR S&P 500 ETF Trust	87,407		17,992,731
Vanguard Financials ETF	16,451		817,121
Vanguard Growth ETF	11,446		1,225,294
Vanguard Health Care ETF	2,930		410,083
Vanguard Information Technology ETF	15,404		1,636,367
			36,814,744
TOTAL INVESTMENTS - 100.3% (Cost $73,273,469**)			82,273,691
NET OTHER ASSETS AND LIABILITIES - (0.3%)			(206,058	)
TOTAL NET ASSETS - 100.0%		$	82,067,633

1	Calculated on a cash basis.
*	Non-income producing.
**	Aggregate cost for Federal tax purposes was $73,273,469.
ETF	Exchange Traded Fund.

15

Ultra Series Fund | Other Information - continued | June 30, 2015

Madison Funds: Madison Target Retirement 2040 Fund Portfolio of Investments¹

	Shares	Value (Note 2)
INVESTMENT COMPANIES - 99.6%
Alternative Funds - 3.0%
PowerShares DB Commodity Index
Tracking Fund*	14,910	$	268,380
SPDR Gold Shares*	11,890		1,336,080
			1,604,460
Bond Funds - 23.5%
Baird Aggregate Bond Fund Institutional Shares	25,001		267,511
iShares 20+ Year Treasury Bond ETF	2,261		265,577
iShares 3-7 Year Treasury Bond ETF	52,135		6,410,520
iShares 7-10 Year Treasury Bond ETF	20,328		2,134,643
iShares TIPS Bond Fund ETF	16,647		1,865,296
Metropolitan West High Yield Bond Fund Class I	111,941		1,070,151
Metropolitan West Total Return Bond Fund Class I	24,723		267,261
Vanguard Total Bond Market ETF	3,286		267,021
			12,547,980
Foreign Stock Funds - 16.0%
iShares MSCI EAFE Minimum Volatility ETF	28,578		1,865,858
iShares MSCI United Kingdom ETF	43,840		800,080
SPDR S&P Emerging Asia Pacific ETF	3,030		267,276
Vanguard FTSE All-World ex-U.S. ETF	49,471		2,401,817
WisdomTree Europe Hedged Equity Fund	30,375		1,870,796
WisdomTree Japan Hedged Equity Fund	23,291		1,332,245
			8,538,072
Money Market Funds - 4.8%
State Street Institutional U.S. Government Money Market Fund	2,570,250		2,570,250
Stock Funds - 52.3%
iShares Core S&P Mid-Cap ETF	24,897		3,734,052
PowerShares Buyback Achievers Portfolio ETF	109,593		5,327,316
Schwab Fundamental U.S. Large Company Index Fund Institutional Shares	70,467		1,071,803
Schwab U.S. Dividend Equity ETF	27,818		1,065,151
SPDR S&P 500 ETF Trust	62,118		12,786,990
Vanguard Financials ETF	16,126		800,979
Vanguard Growth ETF	9,972		1,067,503
Vanguard Health Care ETF	3,823		535,067
Vanguard Information Technology ETF	15,057		1,599,505
			27,988,366
TOTAL INVESTMENTS - 99.6% (Cost $45,615,789**)			53,249,128
NET OTHER ASSETS AND LIABILITIES - 0.4%			228,874
TOTAL NET ASSETS - 100.0%		$	53,478,002

1	Calculated on a cash basis.
*	Non-income producing.
**	Aggregate cost for Federal tax purposes was $45,615,789.
ETF	Exchange Traded Fund.

Madison Funds: Madison Target Retirement 2050 Fund Portfolio of Investments¹

	Shares	Value (Note 2)
INVESTMENT COMPANIES - 100.0%
Alternative Funds - 4.0%
PowerShares DB Commodity Index Tracking Fund*	11,719	$	210,942
SPDR Gold Shares*	5,607		630,059
			841,001
Bond Funds - 12.5%
iShares 20+ Year Treasury Bond ETF	892		104,774
iShares 3-7 Year Treasury Bond ETF	10,244		1,259,602
iShares 7-10 Year Treasury Bond ETF	5,987		628,695
iShares TIPS Bond Fund ETF	5,607		628,265
			2,621,336
Foreign Stock Funds - 18.4%
iShares MSCI EAFE Minimum Volatility ETF	12,824		837,279
iShares MSCI United Kingdom ETF	17,229		314,429
SPDR S&P Emerging Asia Pacific ETF	2,382		210,116
Vanguard FTSE All-World ex-U.S. ETF	21,606		1,048,971
WisdomTree Europe Hedged Equity Fund	13,643		840,273
WisdomTree Japan Hedged Equity Fund	11,010		629,772
			3,880,840
Money Market Funds - 5.3%
State Street Institutional U.S. Government Money Market Fund	1,104,880		1,104,880
Stock Funds - 59.8%
iShares Core S&P Mid-Cap ETF	11,186		1,677,676
PowerShares Buyback Achievers Portfolio ETF	47,387		2,303,482
Schwab Fundamental U.S. Large Company Index Fund Institutional Shares	34,425		523,598
Schwab U.S. Dividend Equity ETF	13,674		523,577
SPDR S&P 500 ETF Trust†	26,457		5,446,173
Vanguard Financials ETF	8,441		419,265
Vanguard Growth ETF	4,894		523,903
Vanguard Health Care ETF	2,245		314,210
Vanguard Information Technology ETF	7,889		838,049
			12,569,933
TOTAL INVESTMENTS - 100.0% (Cost $18,654,340**)			21,017,990
NET OTHER ASSETS AND LIABILITIES - 0.0%			1,191
TOTAL NET ASSETS - 100.0%		$	21,019,181

1	Calculated on a cash basis.
*	Non-income producing.
**	Aggregate cost for Federal tax purposes was $18,654,340.
†	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.
ETF	Exchange Traded Fund.

16

Ultra Series Funds | Other Information (unaudited) - concluded | June 30, 2015

APPENDIX B: MADISON FUNDS: MADISON TARGET DATE FUNDS STATEMENTS OF ASSETS AND LIABILITIES (unaudited)

	Madison Target		Madison Target		Madison Target		Madison Target
		Retirement		Retirement		Retirement		Retirement
		2020 Fund		2030 Fund		2040 Fund		2050 Fund
Assets:
Investments in securities, at cost
Unaffiliated issuers	$	54,945,664	$	73,273,469	$	45,615,789	$	18,654,340
Net unrealized appreciation
Unaffiliated issuers		4,174,086		9,000,222		7,633,339		2,363,650
Total investments at value
		59,119,750		82,273,691		53,249,128		21,017,990
Receivables:
Investments sold		594,114		1,869,355		1,372,542		338,639
Fund shares sold		1,090		–		283		1,365
Dividends		90,515		196,792		140,530		59,788
Total assets
		59,805,469		84,339,838		54,762,483		21,417,782
Liabilities:
Payables:
Investments purchased		1,123,545		2,251,611		1,270,798		393,156
Management fees		12,241		17,162		11,402		4,538
Service agreement fees		2,448		3,432		2,281		907
Total liabilities
		1,138,234		2,272,205		1,284,481		398,601
Net assets	$	58,667,235	$	82,067,633	$	53,478,002	$	21,019,181
Net assets consist of:
Paid-in capital	$	52,784,130	$	70,672,498	$	44,099,867	$	18,006,985
Accumulated undistributed net investment income		478,537		690,878		485,582		193,663
Accumulated net realized gain on investments sold and foreign currency related transactions		1,230,482		1,704,035		1,259,214		454,883
Net unrealized appreciation of investments (including appreciation (depreciation) of foreign currency related transactions)		4,174,086		9,000,222		7,633,339		2,363,650
Net Assets	$	58,667,235	$	82,067,633	$	53,478,002	$	21,019,181
Class R6 Shares:
Net Assets	$	58,667,235	$	82,067,633	$	53,478,002	$	21,019,181
Shares of beneficial interest outstanding		5,836,728		8,199,600		5,368,106		2,094,205
Net Asset Value and redemption price per share	$	10.05	$	10.01	$	9.96	$	10.04

SEC File Number: 811-04815

17

Semi-annual Report
(unaudited)
April 30, 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 Government Bond 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

To Our Shareholders:

Thank you for being a valued shareholder of Madison Funds. We are pleased to present this semi-annual report for the six month period ended April 30, 2015. This report includes information about your Funds, including performance data and a complete list of investments as of the close of the reporting period.

Timely Information

One thing is undeniable about semi-annual reports: the information is dated when you receive it. The semi-annual and annual reports are regulatory documents to help you, the shareholder, better understand the Funds. These reports contain useful information, but the performance data and Fund performance discussions have aged by the time you receive this report. We believe it is important to find a better way to provide more timely and useful information to you.

With that in mind, beginning with this semi-annual report we reference the madisonfunds.com website in the Performance Discussion for each Fund. Our website is the best way for you to receive the most up-to-date performance information and newly-added quarterly portfolio manager commentaries. These commentaries give you the opportunity to hear directly from the portfolio managers and provide greater insight into the investment process, strategy, and decisions that impact your Fund. We hope you find this information easily accessible, informative and timely.

Economic Overview & Outlook

The six month period ended April 30, 2015 saw a continuation of the stock market rally that commenced in the spring of 2009. Equities enjoyed solid gains with the S&P 500 and Russell 1000^® indexes moving up 4.40% and 4.75%, respectively. Even foreign markets, which had been struggling, saw an upswing of 6.81% for the period according to the broad international index, MSCI EAFE. Bond portfolios also posted positive results as interest rates fell and risk premiums declined slightly. The Barclays U.S. Intermediate Government/Credit Bond Index gained 1.6% and the Barclays U.S. Aggregate Bond Index was up 2.06% for the period.

During the period, U.S. economic data was modestly positive with improving labor conditions, increasing consumer and business confidence and subdued inflation. On the global front, economic data continued to be mixed with little-to-no growth in Europe and slowing growth in the emerging economies. Divergent central bank policies, volatile energy prices and a strengthening U.S. dollar also captured investor’s attention during the six month period.

As we navigate these shifting economic conditions we believe a long-term investment approach is in the best interest of our shareholders. The common thread throughout our fund family is high-conviction, high active-share portfolio management. Our goal is to provide superior long-term returns while managing risk and minimizing capital loss. This has been our firm’s hallmark since its inception in 1974.

We greatly value the confidence you place in us.

Best Regards,

Katherine L. Frank
President, Madison Funds

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Madison Funds | April 30, 2015

Table of Contents

	Page
Review of Period	2
Madison Conservative Allocation Fund	2
Madison Moderate Allocation Fund	2
Madison Aggressive Allocation Fund	3
Madison Cash Reserves Fund	3
Madison Tax-Free Virginia Fund	3
Madison Tax-Free National Fund	4
Madison Government Bond Fund	4
Madison High Quality Bond Fund	4
Madison Core Bond Fund	5
Madison Corporate Bond Fund	5
Madison High Income Fund	5
Madison Diversified Income Fund	6
Madison Covered Call & Equity Income Fund	6
Madison Dividend Income Fund	7
Madison Large Cap Value Fund	7
Madison Investors Fund	7
Madison Large Cap Growth Fund	8
Madison Mid Cap Fund	8
Madison Small Cap Fund	9
Madison NorthRoad International Fund	9
Madison International Stock Fund	9
Madison Hansberger International Growth Fund	10
Madison Target Retirement Date Funds	10
Madison Target Retirement 2020 Fund	10
Madison Target Retirement 2030 Fund	10
Madison Target Retirement 2040 Fund	11
Madison Target Retirement 2050 Fund	11
Notes to Review of Period	12
Portfolios of Investments
Madison Conservative Allocation Fund	14
Madison Moderate Allocation Fund	14
Madison Aggressive Allocation Fund	14

Madison Cash Reserves Fund	15
Madison Tax-Free Virginia Fund	15
Madison Tax-Free National Fund	16
Madison Government Bond Fund	18
Madison High Quality Bond Fund	18
Madison Core Bond Fund	19
Madison Corporate Bond Fund	21
Madison High Income Fund	22
Madison Diversified Income Fund	23
Madison Covered Call & Equity Income Fund	25
Madison Dividend Income Fund	27
Madison Large Cap Value Fund	27
Madison Investors Fund	28
Madison Large Cap Growth Fund	28
Madison Mid Cap Fund	29
Madison Small Cap Fund	29
Madison NorthRoad International Fund	30
Madison International Stock Fund	31
Madison Hansberger International Growth Fund	32
Madison Target Retirement 2020 Fund	33
Madison Target Retirement 2030 Fund	33
Madison Target Retirement 2040 Fund	33
Madison Target Retirement 2050 Fund	34
Financial Statements
Statements of Assets and Liabilities	35
Statements of Operations	38
Statements of Changes in Net Assets	41
Financial Highlights	48
Notes to Financial Statements	64
Other Information	74
Privacy Policy	77

*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 | April 30, 2015

Review of Period (unaudited)

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

The Madison Conservative Allocation Fund (Class A at NAV) returned 2.85% for the period, underperforming the Conservative Allocation Fund Custom Index return of 3.14%. The Fund outperformed its peers as measured by the Morningstar Conservative Allocation Category, which advanced 1.73%. For more up-to-date information about the Fund, including a quarterly investment letter from the portfolio managers, please visit http://www.madisonfunds.com/individual/research-and-newsletters.

PORTFOLIO ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 4/30/15
Bond Funds	59.9	%
Stock Funds	28.5	%
Foreign Stock Funds	8.4	%
Money Market Funds and Other Net Assets	3.2	%

TOP TEN HOLDINGS AS A PERCENTAGE OF NET ASSETS AS OF 4/30/15
Madison Core Bond Fund Class Y	20.5	%
Metropolitan West Total Return Bond Fund Class I	19.6	%
Schwab Fundamental U.S. Large Company Index Fund Institutional Shares	7.0	%
iShares Russell Mid-Cap ETF	6.7	%
Madison Corporate Bond Fund Class Y	6.6	%
Madison Large Cap Growth Fund Class Y	6.0	%
Madison Large Cap Value Fund Class Y	5.7	%
iShares 7-10 Year Treasury Bond ETF	5.3	%
SPDR Barclays Short-Term High Yield Bond ETF	3.5	%
iShares 1-3 Year Treasury Bond ETF	3.0	%

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

The Madison Moderate Allocation Fund (Class A at NAV) returned 3.53% for the period, while its blended benchmark, the Moderate Allocation Fund Custom Index, returned 3.86%. The Fund outperformed its Morningstar peer group as the Moderate Allocation Category returned an average of 3.02%. For more up-to-date information about the Fund, including a quarterly investment letter from the portfolio managers, please visit http://www.madisonfunds.com/individual/research-and-newsletters.

PORTFOLIO ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 4/30/15
Stock Funds	46.8	%
Bond Funds	37.1	%
Foreign Stock Funds	14.6	%
Money Market Funds and Other Net Assets	1.5	%
TOP TEN HOLDINGS AS A PERCENTAGE OF NET ASSETS AS OF 4/30/15
Madison Core Bond Fund Class Y	14.0	%
Metropolitan West Total Return Bond Fund Class I	12.5	%
Madison Large Cap Value Fund Class Y	11.8	%
Madison Large Cap Growth Fund Class Y	11.5	%
Schwab Fundamental U.S. Large Company Index Fund Institutional Shares	9.5	%
iShares Core S&P Mid-Cap ETF	8.7	%
Vanguard FTSE All-World ex-U.S. ETF	5.0	%
iShares 7-10 Year Treasury Bond ETF	3.8	%
WisdomTree Europe Hedged Equity Fund	3.6	%
SPDR Barclays Short-Term High Yield Bond ETF	3.0	%

2

Madison Funds | Review of Period (unaudited) - continued | April 30, 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

The Madison Aggressive Allocation Fund (Class A at NAV) returned 4.14% for the period, trailing its blended benchmark, the Aggressive Allocation Fund Custom Index, which returned 4.41%. The Fund outperformed its Morningstar Aggressive Allocation Category peer group, which averaged a 3.68% return. For more up-to-date information about the Fund, including a quarterly investment letter from the portfolio managers, please visit http://www.madisonfunds.com/individual/research-and-newsletters.

PORTFOLIO ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 4/30/15
Stock Funds	61.2	%
Foreign Stock Funds	20.7	%
Bond Funds	17.0	%
Money Market Funds and Other Net Assets	1.1	%
TOP TEN HOLDINGS AS A PERCENTAGE OF NET ASSETS AS OF 4/30/15
Madison Large Cap Value Fund Class Y	15.0	%
Madison Large Cap Growth Fund Class Y	14.5	%
iShares Core S&P Mid-Cap ETF	11.5	%
Schwab Fundamental U.S. Large Company Index Fund Institutional Shares	11.1	%
Vanguard FTSE All-World ex-U.S. ETF	8.2	%
Madison Core Bond Fund Class Y	7.5	%
Metropolitan West Total Return Bond Fund Class I	6.3	%
WisdomTree Europe Hedged Equity Fund	4.9	%
Madison NorthRoad International Fund Class Y	3.5	%
WisdomTree Japan Hedged Equity Fund ETF	2.8	%

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

With the Federal Reserve continuing to pin short-term rates at near zero, management maintained its fee waivers to preserve investment capital. However, no dividends were produced over the course of this six-month period.

PORTFOLIO ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 4/30/15
Freddie Mac	29.0	%
Fannie Mae	29.0	%
Federal Home Loan Bank	22.7	%
U.S. Treasury Notes	11.5	%
Federal Farm Credit Bank	4.1	%
Cash and Other Net Assets	3.7	%

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

The Tax-Free Virginia Fund (Class Y) had a total return of 1.05% for the period. The Barclays Municipal Index was up 1.17%, while the Fund’s Morningstar peer group, the Municipal Single State Long Category advanced 1.20%. For more up-to-date information about the Fund, including a quarterly investment letter from the portfolio managers, please visit http://www.madisonfunds.com/individual/research-and-newsletters.

SECTOR ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 4/30/15
Airport	0.6	%
Development	7.3	%
Education	13.6	%
Facilities	7.6	%
General	9.6	%
General Obligation	20.5	%
Medical	8.2	%
Multifamily Housing	9.3	%
Power	4.3	%
Transportation	5.4	%
Utilities	1.5	%
Water	11.2	%
Net Other Assets and Liabilities	0.9	%
TOP TEN HOLDINGS AS A PERCENTAGE OF NET ASSETS AS OF 4/30/15
Northern Virginia Transportation Authority, 5.000%, 6/1/30	4.1	%
Newport News Economic Development Authority, 5.000%, 7/1/25	3.5	%
Fairfax County Redevelopment & Housing Authority, 4.750%, 10/1/36	3.4	%
City of Portsmouth VA, 5.000%, 2/1/31	3.2	%
Prince William County Industrial Development Authority, 5.250%, 2/1/18	3.2	%
Suffolk Redevelopment & Housing Authority, 5.600%, 2/1/33	3.2	%
Chesterfield County Economic Development Authority, 5.000%, 5/1/23	2.8	%
Virginia Commonwealth Transportation Board, 5.000%, 3/15/25	2.8	%
City of Virginia Beach VA, 4.000%, 8/1/22	2.8	%
Commonwealth of Virginia, 5.000%, 6/1/23	2.7	%

3

Madison Funds | Review of Period (unaudited) - continued | April 30, 2015

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

The Tax-Free National Fund (Class Y) had a total return of 1.12% for the period. The Barclays Municipal Index was up 1.17%, while the Fund’s Morningstar peer group, the Municipal National Long Category advanced 1.25%. For more up-to-date information about the Fund, including a quarterly investment letter from the portfolio managers, please visit http://www.madisonfunds.com/individual/research-and-newsletters.

STATE ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 4/30/15
Alabama	2.4	%	New Jersey	3.9	%
Arkansas	0.7	%	New Mexico	1.7	%
Colorado	1.7	%	New York	3.1	%
Delaware	1.5	%	North Carolina	5.2	%
Florida	16.6	%	Ohio	2.1	%
Georgia	4.1	%	Pennsylvania	1.3	%
Illinois	0.8	%	South Carolina	8.7	%
Indiana	3.6	%	Tennessee	1.7	%
Iowa	2.8	%	Texas	8.9	%
Kansas	2.5	%	Virginia	5.5	%
Maryland	5.9	%	Washington	2.9	%
Massachusetts	1.7	%	Wisconsin	0.8	%
Michigan	3.4	%	Net Other Assets and Liabilities	1.9	%
Missouri	4.6	%
TOP TEN HOLDINGS AS A PERCENTAGE OF NET ASSETS AS OF 4/30/15
Anderson County School District No. 1, General Obligation, 5.000%, 3/1/25				3.2	%
Peace River/Manasota Regional Water Supply Authority, 5.000%, 10/1/23				2.7	%
City of Rockville MD, General Obligation, 5.000%, 6/1/24				2.7	%
City of Port St. Lucie FL Utility System Revenue, 5.000%, 9/1/27				2.5	%
Montgomery County Revenue Authority, 5.000%, 5/1/31				2.5	%
Kansas Development Finance Authority, 4.000%, 6/1/27				2.5	%
Orlando Utilities Commission, 5.000%, 10/1/22				2.3	%
County of Miami-Dade FL, 5.000%, 3/1/25				2.2	%
Town of Cary NC Combined Utility Systems Revenue, 5.000%, 12/1/23				2.2	%
Newport News Economic Development Authority, 5.000%, 7/1/25				2.1	%

MADISON GOVERNMENT BOND FUND

INVESTMENT STRATEGY HIGHLIGHTS

The Madison Government Bond Fund seeks to achieve its investment objective through investments in bonds and other debt securities. Under normal market conditions, the Fund will invest at least 80% of its net assets in investment grade U.S. Government bonds. U.S. Government bonds and other debt securities include a variety of securities issued or guaranteed by the U.S. Treasury and various agencies of the federal government, as well as securities issued by various instrumentalities that were established or sponsored by the U.S. Government and certain interests in these types of securities (e.g., mortgage-backed securities). The Fund emphasizes the safety of principal and interest for its portfolio investments. The maturities of each investment may range from long-term (30 years or more) to short-term (less than 10 years).

PERFORMANCE DISCUSSION

The Madison Government Fund (Class Y) returned 0.64% for the period, while its benchmark, the Barclays U.S. Intermediate Government Bond Index gained 1.41%. The Fund outperformed its peer group, the Morningstar Short Government Bond Category, which averaged a 0.57% gain. For more up-to-date information about the Fund, including a quarterly investment letter from the portfolio managers, please visit http://www.madisonfunds.com/individual/research-and-newsletters.

PORTFOLIO ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 4/30/15
U.S. Government and Agency Obligations	80.7	%
Mortgage Backed Securities	18.1	%
Short-Term Investments and Other Net Assets and Liabilities	1.2	%
TOP TEN HOLDINGS AS A PERCENTAGE OF NET ASSETS AS OF 4/30/15
Fannie Mae, 1.250%, 1/30/17	10.5	%
Freddie Mac, 2.500%, 5/27/16	9.3	%
Freddie Mac, 1.250%, 5/12/17	7.9	%
Federal Home Loan Bank, 3.375%, 6/12/20	7.5	%
Fannie Mae, 2.375%, 4/11/16	6.6	%
Fannie Mae, 1.625%, 10/26/15	5.2	%
Fannie Mae, 2.375%, 7/28/15	5.2	%
Fannie Mae, 4.000%, 12/1/34	4.5	%
U.S. Treasury Note, 3.750%, 11/15/18	4.3	%
Fannie Mae, 0.500%, 3/30/16	3.9	%

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

The Madison High Quality Bond Fund (Class Y) returned 0.87% for the period, trailing the Fund’s benchmark, the Barclays U.S. Intermediate Government Credit A+ Index which advanced 1.55%. The Morningstar Short-Term Bond peer group gained 0.66% for the period. For more up-to-date information about the Fund, including a quarterly investment letter from the portfolio managers, please visit http://www.madisonfunds.com/individual/research-and-newsletters.

SECTOR ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 4/30/15
Consumer Discretionary	6.0	%
Consumer Staples	3.6	%
Energy	1.4	%
Fannie Mae	13.9	%
Financials	10.8	%
Freddie Mac	5.4	%
Health Care	4.0	%
Industrials	1.5	%
Information Technology	8.3	%
U.S. Treasury Notes	35.2	%
Short-Term Investments and Other Net Assets and Liabilities	9.9	%

4

Madison Funds | Review of Period (unaudited) - continued | April 30, 2015

TOP TEN HOLDINGS AS A PERCENTAGE OF NET ASSETS AS OF 4/30/15
U.S. Treasury Note, 1.250%, 1/31/19	4.6	%
Freddie Mac, 2.500%, 5/27/16	4.5	%
Fannie Mae, 1.250%, 1/30/17	4.2	%
Fannie Mae, 1.375%, 11/15/16	4.0	%
U.S. Treasury Note, 3.000%, 2/28/17	3.7	%
Fannie Mae, 1.250%, 9/28/16	3.5	%
U.S. Treasury Note, 1.000%, 8/31/16	3.5	%
U.S. Treasury Note, 0.875%, 1/31/17	3.5	%
U.S. Treasury Note, 0.375%, 3/31/16	3.5	%
U.S. Treasury Note, 3.875%, 5/15/18	3.3	%

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

The Madison Core Bond Fund (Class A at NAV) returned 1.67% for the period, trailing the Fund’s benchmark, the Barclays U.S. Aggregate Bond Index, which advanced 2.06%, and the Bank of America Merrill Lynch U.S. Corporate Government and Mortgage Index, which advanced 2.14%. The Morningstar Intermediate-Term Bond peer group gained 1.70% for the period. For more up-to-date information about the Fund, including a quarterly investment letter from the portfolio managers, please visit http://www.madisonfunds.com/individual/research-and-newsletters.

PORTFOLIO ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 4/30/15
U.S. Government and Agency Obligations	30.5	%
Corporate Notes and Bonds	26.9	%
Mortgage Backed Securities	23.2	%
Municipal Bonds	12.6	%
Asset Backed Securities	3.9	%
Commercial Mortgage Backed Securities	1.7	%
Short-Term Investments and Other Net Assets and Liabilities	1.2	%
TOP TEN HOLDINGS AS A PERCENTAGE OF NET ASSETS AS OF 4/30/15
U.S. Treasury Bond, 4.500%, 5/15/38	2.8	%
U.S. Treasury Note, 2.750%, 11/30/16	2.3	%
Freddie Mac REMICS, 3.000%, 12/15/26	2.1	%
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, 2.125%, 8/15/21	1.6	%
U.S. Treasury Note, 0.750%, 3/15/17	1.6	%
U.S. Treasury Note, 2.750%, 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	%

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

The Madison Corporate Bond Fund (Class Y) gained 2.23% for the period, while its benchmark, the Barclays U.S. Credit Bond Index gained 2.26%. The Fund outperformed its peer group, the Morningstar Corporate Bond category, which averaged a 2.00% gain. For more up-to-date information about the Fund, including a quarterly investment letter from the portfolio managers, please visit http://www.madisonfunds.com/individual/research-and-newsletters.

SECTOR ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 4/30/15
Consumer Discretionary	11.9	%
Consumer Staples	7.2	%
Energy	12.0	%
Financials†	33.9	%
Health Care	6.7	%
Industrials	5.3	%
Information Technology	6.1	%
Materials	3.2	%
Telecommunication Services	2.9	%
Utilities	0.9	%
Municipal Bonds	7.9	%
Short-Term Investments and Other Net Assets and Liabilities	2.0	%
†Financials includes securities in the following industries: Banks; Diversified Financial Services; Insurance; Iron/Steel; Machinery-Construction & Mining; Machinery-Diversified , and Real Estate.
TOP TEN HOLDINGS AS A PERCENTAGE OF NET ASSETS AS OF 4/30/15
General Electric Capital Corp., 6.750%, 3/15/32	2.2	%
Wells Fargo & Co., 5.625%, 12/11/17	1.7	%
Berkshire Hathaway Finance Corp., 5.400%, 5/15/18	1.7	%
Marathon Oil Corp., 6.000%, 10/1/17	1.6	%
Simon Property Group L.P., 4.125%, 12/1/21	1.6	%
Valero Energy Corp., 6.625%, 6/15/37	1.6	%
US Bancorp, 2.200%, 11/15/16	1.5	%
Comcast Corp., 6.450%, 3/15/37	1.5	%
Oracle Corp., 5.750%, 4/15/18	1.2	%
American Express Co., 6.150%, 8/28/17	1.2	%

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

The Madison High Income Fund (class A at NAV) returned 1.45% during the period, trailing the Bank of America Merrill Lynch U.S. High Yield Constrained Index’s 1.52% return. The Fund outperformed its Morningstar High Yield Bond category peer group, which returned 1.08%. For more up-to-date information about the Fund, including a quarterly investment letter from the portfolio managers, please visit http://ww.madisonfunds.com/individual/research-and-newsletters.

5

Madison Funds | Review of Period (unaudited) - continued | April 30, 2015
SECTOR ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 4/30/15
Consumer Discretionary	22.8	%
Consumer Staples	1.8	%
Energy	12.0	%
Financials	6.2	%
Health Care	9.4	%
Industrials	12.5	%
Information Technology	8.8	%
Materials	7.2	%
Telecommunication Services	5.5	%
Utilities	7.9	%
Short-Term Investments and Other Net Assets and Liabilities	5.9	%
TOP TEN HOLDINGS AS A PERCENTAGE OF NET ASSETS AS OF 4/30/15
Univision Communications Inc., 6.750%, 9/15/22	1.8	%
FTI Consulting Inc., 6.000%, 11/15/22	1.8	%
Endo Finance LLC & Endo Finco Inc., 7.000%, 12/15/20	1.8	%
Outfront Media Capital LLC / Outfront Media Capital Corp., 5.625%, 2/15/24	1.8	%
Southern Star Central Corp., 5.125%, 7/15/22	1.8	%
Belden Inc., 5.500%, 9/1/22	1.8	%
Dole Food Co. Inc., 7.250%, 5/1/19	1.8	%
Cumulus Media Holdings Inc., 7.750%, 5/1/19	1.7	%
AmeriGas Finance LLC / AmeriGas Finance Corp., 7.000%, 5/20/22	1.5	%
Sinclair Television Group Inc., 6.375%, 11/1/21	1.5	%

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 may constitute up to 80% of the Fund’s assets, stocks may constitute up to 70% of the Fund’s assets, real estate securities may constitute up to 25% of the Fund’s assets, foreign stocks and bonds may 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

The Madison Diversified Income Fund (Class A at NAV) returned 1.49% for the period, trailing its blended index (50% Bank of America Merrill Lynch U.S. Corporate, Government and Mortgage Index and 50% S&P 500^®) which returned 3.37%. The Fund’s designated Morningstar peer group, the Moderate Allocation category, averaged a 3.02% return for the period. For more up-to-date information about the Fund, including a quarterly investment letter from the portfolio managers, please visit http://www.madisonfunds.com/individual/research-and-newsletters.

PORTFOLIO ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 4/30/15
Common Stocks	54.6	%
Corporate Notes and Bonds	15.1	%
U.S. Government and Agency Obligations	12.8	%
Mortgage Backed Securities	9.0	%
Short-Term Investments and Other Net Assets and Liabilities	5.1	%
Municipal Bonds	1.6	%
Asset Backed Securities	1.2	%
Commercial Mortgage-Backed Securities	0.6	%

TOP TEN HOLDINGS AS A PERCENTAGE OF NET ASSETS AS OF 4/30/15
Travelers Cos. Inc./The	2.1	%
Pfizer Inc.	2.0	%
Chevron Corp.	1.8	%
McDonald’s Corp.	1.8	%
Johnson & Johnson	1.8	%
Verizon Communications Inc.	1.7	%
Boeing Co./The	1.7	%
Wells Fargo & Co.	1.7	%
Accenture PLC, Class A	1.7	%
Medtronic PLC	1.7	%

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 managers’ 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

The Madison Covered Call & Equity Income Fund (Class Y) returned 2.64% for the period, while its covered call benchmark, the CBOE S&P 500 BuyWrite Index (BXM) returned 4.09%. However, the Fund outperformed the Morningstar Long/Short Equity category’s return of 1.85%. For more up-to-date information about the Fund, including a quarterly investment letter from the portfolio managers, please visit http://www.madisonfunds.com/individual/research-and-newsletters.

SECTOR ALLOCATION AS A PERCENTAGE OF TOTAL INVESTMENTS AS OF 4/30/15
			S&P 500®				S&P 500®
	Fund		Index			Fund	Index
Consumer Discretionary	10.5	%	12.5	%	Materials	–	3.2%
Consumer Staples	4.2	%	9.5	%	Telecommunication Services	1.0%	2.3%
Energy	10.4	%	8.5	%	Utilities	–	3.0%
Financials	6.5	%	16.2	%	Exchange-Traded Funds†	9.2%	–
Health Care	7.3	%	14.6	%	U.S. Government and Agency
Industrials	5.7	%	10.3	%	Obligations	9.1%	–
Information Technology	21.3	%	19.9	%	Short-Term Investments	14.8%	–
†Includes Put Options Purchased
TOP TEN EQUITY HOLDINGS AS A PERCENTAGE OF NET ASSETS AS OF 4/30/15
Microsoft Corp.							3.4%
Google Inc., Class C							3.1%
SPDR S&P 500 ETF Trust							3.0%
Powershares QQQ Trust Series 1							3.0%
SPDR Gold Shares							2.9%
eBay Inc.							2.8%
Altera Corp.							2.8%
Amazon.com Inc.							2.7%
T. Rowe Price Group Inc.							2.6%
Baker Hughes Inc.							2.6%

6

Madison Funds | Review of Period (unaudited) - continued | April 30, 2015

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 which supports the possibility of continuing these increases in the future.

PERFORMANCE DISCUSSION

The Madison Dividend Income Fund (Class Y) returned 1.57% for the period, trailing its benchmark, the S&P 500^® Index, which advanced 4.40%. This performance was also behind its peer group, as the Morningstar Large Value category was up 3.24%. For more up-to-date information about the Fund, including a quarterly investment letter from the portfolio managers, please visit http://www.madisonfunds.com/individual/research-and-newsletters.

SECTOR ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 4/30/15
	Fund		S&P 500® Index
Consumer Discretionary	9.1	%	12.5	%
Consumer Staples	16.3	%	9.5	%
Energy	9.8	%	8.5	%
Financials	13.5	%	16.2	%
Health Care	18.2	%	14.6	%
Industrials	11.9	%	10.3	%
Information Technology	11.8	%	19.9	%
Materials	2.0	%	3.2	%
Telecommunication Services	3.2	%	2.3	%
Utilities	2.0	%	3.0	%
Short-Term Investments and Other Net Assets and Liabilities	2.2	%		–
TOP TEN HOLDINGS AS A PERCENTAGE OF NET ASSETS AS OF 4/30/15
Travelers Cos. Inc./The			3.8	%
Pfizer Inc.			3.7	%
Chevron Corp.			3.3	%
Verizon Communications Inc.			3.2	%
McDonald’s Corp.			3.2	%
Boeing Co./The			3.2	%
Procter & Gamble Co./The			3.1	%
Johnson & Johnson			3.1	%
Accenture PLC, Class A			3.0	%
Wells Fargo & Co.			3.0	%

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

The Madison Large Cap Value Fund (Class A at NAV) returned 1.88% for the period, trailing its benchmark, the Russell 1000^® Value Index, which was up 2.89%. The Fund also lagged its Morningstar peer group, Large Cap Value category, which showed a 3.24% return. For more up-to-date information about the Fund, including a quarterly investment letter from the portfolio managers, please visit http://www.madisonfunds.com/individual/research-and-newsletters.

SECTOR ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 4/30/15
	Fund		Russell 1000® Value Index
Consumer Discretionary	10.3	%	6.6	%
Consumer Staples	9.2	%	7.0	%
Energy	9.9	%	11.4	%
Financials†	26.8	%	29.6	%
Health Care	16.5	%	14.4	%
Industrials	14.7	%	10.3	%
Information Technology	4.6	%	9.2	%
Materials	0.9	%	3.2	%
Telecommunication Services	1.2	%	2.2	%
Utilities	3.1	%	6.1	%
Short-Term Investments and Other Net Assets and Liabilities	2.8	%		–

†Financials includes securities in the following industries: Capital Markets; Commercial Banks; Diversified Financial Services Insurance; and Real Estate Management Development.
TOP TEN HOLDINGS AS A PERCENTAGE OF NET ASSETS AS OF 4/30/15
Pfizer Inc.	4.1	%
Boeing Co./The	4.1	%
American International Group Inc.	3.8	%
Thermo Fisher Scientific Inc.	3.7	%
Time Warner Inc.	3.5	%
Exxon Mobil Corp.	3.3	%
Brookfield Asset Management Inc., Class A	3.3	%
Wal-Mart Stores Inc.	3.3	%
Wells Fargo & Co.	3.3	%
Markel Corp.	3.3	%

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-pronged review 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

The Madison Investors Fund (Class Y) returned 3.15% for the period, trailing its benchmark, the S&P 500^® Index, which advanced 4.40%. This performance lagged its peer group, as the Morningstar Large Growth category was up 5.32%. For more up-to-date information about the Fund, including a quarterly investment letter from the portfolio managers, please visit http://www.madisonfunds.com/individual/research-and-newsletters.

7

Madison Funds | Review of Period (unaudited) - continued | April 30, 2015
SECTOR ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 4/30/15
	Fund	S&P 500® Index
Consumer Discretionary	14.4%	12.5%
Consumer Staples	12.4%	9.5%
Energy	1.9%	8.5%
Financials	20.7%	16.2%
Health Care	11.0%	14.6%
Industrials	16.4%	10.3%
Information Technology	15.9%	19.9%
Materials	–	3.2%
Telecommunication Services	–	2.3%
Utilities	–	3.0%
Short-Term Investments and Other Net Assets and Liabilities	7.3%	–
TOP TEN HOLDINGS AS A PERCENTAGE OF NET ASSETS AS OF 4/30/15
Accenture PLC, Class A		4.4%
Discovery Communications Inc., Class C		4.3%
Diageo PLC		4.1%
Oracle Corp.		3.8%
Nestle S.A.		3.8%
Brookfield Asset Management Inc., Class A		3.7%
Markel Corp.		3.6%
Jacobs Engineering Group Inc.		3.6%
Copart Inc.		3.5%
TJX Cos. Inc./The		3.4%

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

The Madison Large Cap Growth Fund (Class A at NAV) returned 5.46% for the period, trailing its benchmark, the Russell 1000^® Growth Index, which was up 6.54%. The Fund outperformed its peer group, Morningstar Large Growth category, which averaged a return of 5.32% over the same period. For more up-to-date information about the Fund, including a quarterly investment letter from the portfolio managers, please visit http://www.madisonfunds.com/individual/research-and-newsletters.

SECTOR ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 4/30/15
	Fund		Russell 1000® Growth Index
Consumer Discretionary	20.5	%	19.0	%
Consumer Staples	7.5	%	10.4	%
Energy	6.3	%	4.7	%
Financials	2.6	%	5.4	%
Health Care	14.8	%	13.9	%
Industrials	14.4	%	11.5	%
Information Technology†	26.5	%	28.6	%
Materials	–		4.0	%
Telecommunication Services	2.0	%	2.2	%
Utilities	–		0.3	%
Short-Term Investments and Other Net Assets and Liabilities	5.4	%	–

†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 4/30/15
Apple Inc.	4.8	%
Microsoft Corp.	4.0	%
Google Inc., Class C	3.7	%
Oracle Corp.	3.6	%
Boeing Co./The	3.0	%
Gilead Sciences Inc.	2.6	%
Amgen Inc.	2.5	%
Accenture PLC, Class A	2.4	%
McDonald’s Corp.	2.1	%
CBS Corp., Class B	2.1	%

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

The Madison Mid Cap Fund (Class Y) returned 6.01% for the period, outperforming its benchmark Russell Midcap^® Index’s 5.87% return. The Fund trailed its peer group, the Morningstar Mid-Cap Growth category, whose average return was 6.59%. For more up-to-date information about the Fund, including a quarterly investment letter from the portfolio managers, please visit http://www.madisonfunds.com/individual/research-and-newsletters.

SECTOR ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 4/30/15
	Fund		Russell Midcap® Index
Consumer Discretionary	23.7	%	17.2	%
Consumer Staples	0.9	%	5.7	%
Energy	5.1	%	4.5	%
Financials	24.0	%	21.2	%
Health Care	8.8	%	12.2	%
Industrials	17.2	%	12.4	%
Information Technology	7.9	%	14.2	%
Materials	3.5	%	5.9	%
Telecommunication Services	–		0.7	%
Utilities	–		6.0	%
Short-Term Investments and Other Net Assets and Liabilities	8.9	%	–
TOP TEN HOLDINGS AS A PERCENTAGE OF NET ASSETS AS OF 4/30/15
Markel Corp.			5.6	%
Ross Stores Inc.			5.2	%
Brown & Brown Inc.			5.0	%
Brookfield Asset Management Inc., Class A			4.6	%
Liberty Global PLC			4.0	%
Copart Inc.			3.9	%
Crown Holdings Inc.			3.6	%
World Fuel Services Corp.			3.5	%
Sally Beauty Holdings Inc.			3.5	%
Laboratory Corp. of America Holdings			3.3	%

8

Madison Funds | Review of Period (unaudited) - continued | April 30, 2015

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

The Madison Small Cap Fund (Class A at NAV) returned 4.87% for the period, outperforming both the Russell 2000^® Index’s 4.65% and the Russell 2000^® Value Index’s 2.05% return. The Fund also outperformed its peer group average, as the Morningstar Small Blend category averaged a return of 3.71%. For more up-to-date information about the Fund, including a quarterly investment letter from the portfolio managers, please visit http://www.madisonfunds.com/individual/research-and-newsletters.

SECTOR ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 4/30/15
	Fund		Russell 2000® Value Index
Consumer Discretionary	8.7	%	12.0	%
Consumer Staples	4.9	%	2.7	%
Energy	6.5	%	4.4	%
Financials	18.6	%	40.6	%
Health Care	12.4	%	5.9	%
Industrials	24.6	%	12.8	%
Information Technology	10.9	%	9.5	%
Materials	7.7	%	4.4	%
Telecommunication Services	–		0.8	%
Utilities	3.0	%	6.9	%
Short-Term Investments and Other Net Assets and Liabilities	2.7	%	–
TOP TEN HOLDINGS AS A PERCENTAGE OF NET ASSETS AS OF 4/30/15
Belden Inc.			3.2	%
Mueller Industries Inc.			2.9	%
Helen of Troy Ltd.			2.9	%
G&K Services Inc.			2.5	%
Webster Financial Corp.			2.4	%
Cubic Corp.			2.1	%
United Stationers Inc.			2.0	%
International Bancshares Corp.			2.0	%
Albany International Corp., Class A			1.9	%
Charles River Laboratories International Inc.			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

The Madison NorthRoad International Fund (Class Y) returned 5.66% for the period, trailing the 6.81% return of the MSCI EAFE Index (net). The Fund also trailed its peer group, with the Morningstar Foreign Large Blend category averaging a 5.89% return. For more up-to-date information about the Fund, including a quarterly investment letter from the portfolio managers, please visit http://www.madisonfunds.com/individual/research-and-newsletters.

GEOGRAPHICAL ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 4/30/15
Europe (excluding United Kingdom)	45.2	%
United Kingdom	30.7	%
Japan	9.5	%
Emerging Markets	4.8	%
Pacific Basin (excluding Japan)	4.1	%
Middle East	1.8	%
Short-Term Investments and Other Net Assets and Liabilities	3.9	%
TOP TEN HOLDINGS AS A PERCENTAGE OF NET ASSETS AS OF 4/30/15
Diageo PLC	3.4	%
Novartis AG	3.2	%
BG Group PLC	3.1	%
Mitsubishi UFJ Financial Group Inc.	2.8	%
SAP SE	2.7	%
Schneider Electric SE	2.6	%
Sano	2.6	%
Secom Co. Ltd.	2.6	%
Royal Dutch Shell PLC	2.5	%
Nestle S.A.	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

The Madison International Stock Fund (Class A at NAV) returned 6.03% for the period, trailing the 6.81% return of the MSCI EAFE Index (net). The Fund outperformed its peer group, as the Morningstar Foreign Large Blend Category averaged a 5.89% return. For more up-to-date information about the Fund, including a quarterly investment letter from the portfolio managers, please visit http://www.madisonfunds.com/individual/research-and-newsletters.

GEOGRAPHICAL ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 4/30/15
Europe (excluding United Kingdom)	43.8	%
United Kingdom	19.7	%
Japan	19.3	%
Emerging Markets	5.3	%
Middle East	3.2	%
Pacific Basin (excluding Japan)	2.2	%
Canada	1.2	%
Short-Term Investments and Other Net Assets and Liabilities	5.3	%

9

Madison Funds | Review of Period (unaudited) - continued | April 30, 2015
TOP TEN HOLDINGS AS A PERCENTAGE OF NET ASSETS AS OF 4/30/15
Novartis AG	4.6	%
Teva Pharmaceutical Industries Ltd.	3.2	%
Bayer AG	2.8	%
Prudential PLC	2.8	%
Anheuser-Busch InBev N.V.	2.8	%
KDDI Corp.	2.7	%
Lloyds Banking Group PLC	2.3	%
Sumitomo Mitsui Financial Group Inc.	2.3	%
Daiwa House Industry Co. Ltd.	2.3	%
Don Quijote Holdings Co. Ltd.	2.2	%

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

The Madison Hansberger International Stock Fund (Class I) returned 9.40% for the period, beating its benchmark, the MSCI ACWI ex USA (net) Index which returned 5.56%. The Fund also outperformed its peer group, with the Morningstar Foreign Large Growth Category averaging a 6.54% return. For more up-to-date information about the Fund, including a quarterly investment letter from the portfolio managers, please visit http://www.madisonfunds.com/individual/research-and-newsletters.

GEOGRAPHICAL ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 4/30/15
Europe (excluding United Kingdom)	31.3	%
United Kingdom	17.6	%
Japan	16.3	%
Emerging Markets	14.0	%
Pacific Basin (excluding Japan)	12.2	%
Canada	4.8	%
Latin America	2.2	%
Middle East	1.2	%
Short-Term Investments and Other Net Assets and Liabilities	0.4	%
TOP TEN HOLDINGS AS A PERCENTAGE OF NET ASSETS AS OF 4/30/15
Nidec Corp.	2.7	%
Ping An Insurance Group Co. of China Ltd.	2.6	%
Tencent Holdings Ltd.	2.6	%
China Unicom Hong Kong Ltd.	2.6	%
AIA Group Ltd.	2.2	%
Toyota Motor Corp.	2.2	%
Carnival PLC	2.2	%
Telenor ASA	2.1	%
Michael Page International PLC	2.1	%
Nomura Holdings Inc.	2.0	%

TARGET RETIREMENT DATE FUNDS

The Madison Target Retirement Date Funds (the “Funds”) were launched on August 29, 2014 in R6 shares only, and are designed exclusively for use in retirement plans.

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

The Madison Target Retirement 2020 Fund (Class R6) returned 3.42% for the period, outperforming both the S&P Target Date To 2020 Index return of 2.80% and the Dow Jones Global Target 2020 Index return of 2.17%. The Fund also outperformed its peers as measured by the Morningstar Target Date 2016-2020 category, which advanced 2.85% for the period. For more up-to-date information about the Fund, including a quarterly investment letter from the portfolio managers, please visit
http://www.madisonfunds.com/individual/research-and-newsletters.

PORTFOLIO ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 4/30/15
Bond Funds	59.6	%
Stock Funds	27.9	%
Foreign Stock Funds	9.0	%
Alternative Funds	1.5	%
Money Market Funds and Other Net Assets	2.0	%
TOP TEN HOLDINGS AS A PERCENTAGE OF NET ASSETS AS OF 4/30/15
iShares 3-7 Year Treasury Bond ETF	27.2	%
SPDR S&P 500 ETF Trust	12.5	%
iShares 7-10 Year Treasury Bond ETF	10.5	%
PowerShares Buyback Achievers Portfolio ETF	7.5	%
Metropolitan West Total Return Bond Fund Class I	5.2	%
Baird Aggregate Bond Fund Institutional Shares	5.2	%
Vanguard Total Bond Market ETF	4.8	%
iShares Core S&P Mid-Cap ETF	4.0	%
iShares TIPS Bond Fund ETF	2.8	%
WisdomTree Europe Hedged Equity Fund	2.5	%

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

The Madison Target Retirement 2030 Fund (Class R6) returned 4.21% for the period, compared to the S&P Target Date To 2030 Index return of 3.25% and the Dow Jones Global Target 2030 Index return of 3.52%. The Fund also outperformed its peers as measured by the Morningstar Target Date 2026-2030 category, which advanced 3.57% for the period. For more up-to-date information about the Fund, including a quarterly investment letter from the portfolio managers, please visit http://www.madisonfunds.com/individual/research-and-newsletters.

10

Madison Funds | Review of Period (unaudited) - concluded | April 30, 2015
PORTFOLIO ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 4/30/15
Stock Funds	45.9	%
Bond Funds	36.6	%
Foreign Stock Funds	13.0	%
Alternative Funds	2.5	%
Money Market Funds and Other Net Assets	2.0	%
TOP TEN HOLDINGS AS A PERCENTAGE OF NET ASSETS AS OF 4/30/15
SPDR S&P 500 ETF Trust	22.9	%
iShares 3-7 Year Treasury Bond ETF	17.0	%
PowerShares Buyback Achievers Portfolio ETF	9.0	%
iShares Core S&P Mid-Cap ETF	7.0	%
iShares 7-10 Year Treasury Bond ETF	7.0	%
WisdomTree Europe Hedged Equity Fund	4.0	%
Metropolitan West Total Return Bond Fund Class I	3.0	%
Baird Aggregate Bond Fund Institutional Shares	3.0	%
iShares TIPS Bond Fund ETF	3.0	%
iShares MSCI EAFE Minimum Volatility ETF	3.0	%

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

The Madison Target Retirement 2040 Fund (Class R6) returned 4.52% for the period, compared to the S&P Target Date To 2040 Index return of 3.62% and the Dow Jones Global Target 2040 Index return of 4.58%. The Fund outperformed its peers as measured by the Morningstar Target Date 2036-2040 category, which advanced 4.01% for the period. For more up-to-date information about the Fund, including a quarterly investment letter from the portfolio managers, please visit http://www.madisonfunds.com/individual/research-and-newsletters.

PORTFOLIO ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 4/30/15
Stock Funds	52.4	%
Bond Funds	26.6	%
Foreign Stock Funds	16.5	%
Alternative Funds	2.5	%
Money Market Funds and Other Net Assets	2.0	%
TOP TEN HOLDINGS AS A PERCENTAGE OF NET ASSETS AS OF 4/30/15
SPDR S&P 500 ETF Trust	23.9	%
iShares 3-7 Year Treasury Bond ETF	12.1	%
PowerShares Buyback Achievers Portfolio ETF	9.6	%
iShares Core S&P Mid-Cap ETF	8.0	%
iShares 7-10 Year Treasury Bond ETF	5.7	%
WisdomTree Europe Hedged Equity Fund	4.5	%
iShares MSCI EAFE Minimum Volatility ETF	3.5	%
Vanguard FTSE All-World ex-U.S. ETF	3.5	%
Schwab Fundamental U.S. Large Company Index Fund Institutional Shares	3.0	%
Vanguard Information Technology ETF	3.0	%

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

The Madison Target Retirement 2050 Fund (Class R6) returned 4.73% for the period, compared the S&P Target Date To 2050 Index return of 3.89% and the Dow Jones Global Target 2050 Index return of 4.93%. The Fund outperformed its peers as measured by the Morningstar Target Date 2046-2050 category, which advanced 4.23% for the period. For more up-to-date information about the Fund, including a quarterly investment letter from the portfolio managers, please visit http://www.madisonfunds.com/individual/research-and-newsletters.

PORTFOLIO ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 4/30/15
Stock Funds	58.9	%
Foreign Stock Funds	20.0	%
Bond Funds	16.6	%
Alternative Funds	2.5	%
Money Market Funds and Other Net Assets	2.0	%
TOP TEN HOLDINGS AS A PERCENTAGE OF NET ASSETS AS OF 4/30/15
SPDR S&P 500 ETF Trust	25.0	%
PowerShares Buyback Achievers Portfolio ETF	10.2	%
iShares Core S&P Mid-Cap ETF	9.0	%
iShares 3-7 Year Treasury Bond ETF	7.0	%
WisdomTree Europe Hedged Equity Fund	5.0	%
iShares 7-10 Year Treasury Bond ETF	4.5	%
Vanguard FTSE All-World ex-U.S. ETF	4.0	%
iShares MSCI EAFE Minimum Volatility ETF	4.0	%
Vanguard Information Technology ETF	4.0	%
Schwab Fundamental U.S. Large Company Index Fund Institutional Shares	3.4	%

11

Madison Funds | April 30, 2015

Notes to Review of Period

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, 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

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 Monthly 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 Capital 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 Bond Index is a market-value-weighted index for government fixed-rate debt issues with maturities between one and 10 years.

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 Capital 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.

12

Madison Funds | Management’s Discussion of Fund Performance (unaudited) - concluded | April 30, 2015

The Russell 1000^® Index is a large-cap market index which measures the performance of the 1,000 largest companies in the Russell 3000^® Index.

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 3000^® Index measures the performance of the 3,000 largest U.S. companies based on total market capitalization, which represents 98% of the investable U.S. equity market.

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.

13

Madison Funds | April 30, 2015

 Madison Conservative Allocation Fund Portfolio of Investments (unaudited)

	Shares		Value (Note 2)
INVESTMENT COMPANIES - 98.5%
Bond Funds - 59.9%
iShares 1-3 Year Treasury Bond ETF		28,152	$	2,389,260
iShares 7-10 Year Treasury Bond ETF		38,660		4,157,110
Madison Core Bond Fund Class Y (A)		1,582,321		16,139,669
Madison Corporate Bond Fund Class Y (A)		446,801		5,178,419
Metropolitan West Total Return Bond Fund Class I		1,405,156		15,414,560
SPDR Barclays Short-Term High Yield Bond ETF		94,841		2,782,635
Vanguard Short-Term Corporate Bond ETF		14,764		1,183,039
				47,244,692
Foreign Stock Funds - 8.4%
Madison NorthRoad International Fund Class Y (A)		120,797		1,385,536
SPDR S&P Emerging Asia Pacific ETF		4,187		391,275
Vanguard FTSE All-World ex-U.S. ETF		46,287		2,362,489
WisdomTree Europe Hedged Equity Fund		23,854		1,532,858
WisdomTree Japan Hedged Equity Fund		17,515		988,196
				6,660,354
Money Market Funds - 1.7%
State Street Institutional U.S. Government Money Market Fund		1,314,270		1,314,270
Stock Funds - 28.5%
iShares Russell Mid-Cap ETF		30,844		5,291,597
Madison Large Cap Growth Fund Class Y (A)		205,477		4,734,201
Madison Large Cap Value Fund Class Y (A)		269,824		4,522,254
Schwab Fundamental U.S. Large Company Index Fund Institutional Shares		357,396		5,518,199
SPDR Gold Shares*		10,287		1,167,266
Vanguard Health Care ETF		3,023		401,877
Vanguard Information Technology ETF		7,437		802,378
				22,437,772
TOTAL INVESTMENTS - 98.5% (Cost $74,529,439**)				77,657,088
NET OTHER ASSETS AND LIABILITIES - 1.5%				1,163,804
TOTAL NET ASSETS - 100.0%			$	78,820,892

*	Non-income producing.
**	Aggregate cost for Federal tax purposes was $74,936,347.
(A)	Affiliated Company (see Note 12).
ETF	Exchange Traded Fund.

 Madison Moderate Allocation Portfolio of Investments (unaudited)

	Shares		Value (Note 2)
INVESTMENT COMPANIES - 99.3%
Bond Funds - 37.1%
iShares 1-3 Year Treasury Bond ETF		27,070	$	2,297,431
iShares 7-10 Year Treasury Bond ETF		53,588		5,762,318
Madison Core Bond Fund Class Y (A)		2,109,625		21,518,171
Metropolitan West Total Return Bond Fund Class I		1,748,094		19,176,590
SPDR Barclays Short-Term High Yield Bond ETF		157,502		4,621,109
Vanguard Intermediate-Term Corporate Bond ETF		17,483		1,529,762
Vanguard Short-Term Corporate Bond ETF		23,521		1,884,738
				56,790,119
Foreign Stock Funds - 14.6%
Madison NorthRoad International Fund Class Y (A)		368,503		4,226,733
SPDR S&P Emerging Asia Pacific ETF		16,372		1,529,963
Vanguard FTSE All-World ex-U.S. ETF		150,741		7,693,821
WisdomTree Europe Hedged Equity Fund		85,740		5,509,652
WisdomTree Japan Hedged Equity Fund		61,722		3,482,355
				22,442,524
Money Market Funds - 0.8%
State Street Institutional U.S. Government
Money Market Fund		1,163,899		1,163,899
Stock Funds - 46.8%
iShares Core S&P Mid-Cap ETF		89,140		13,354,955
Madison Investors Fund Class Y (A)		24,261		508,747
Madison Large Cap Growth Fund Class Y (A)		762,775		17,574,346
Madison Large Cap Value Fund Class Y (A)		1,079,613		18,094,313
Schwab Fundamental U.S. Large Company
Index Fund Institutional Shares		940,486		14,521,097
SPDR Gold Shares*		20,247		2,297,427
Vanguard Growth ETF		21,854		2,350,398
Vanguard Health Care ETF		8,477		1,126,932
Vanguard Information Technology ETF		18,048		1,947,199
				71,775,414
TOTAL INVESTMENTS - 99.3%
(Cost $140,564,604**)				152,171,956
NET OTHER ASSETS AND LIABILITIES - 0.7%				1,015,913
TOTAL NET ASSETS - 100.0%			$	153,187,869

*	Non-income producing.
**	Aggregate cost for Federal tax purposes was $141,906,914.
(A)	Affiliated Company (see Note 12).
ETF	Exchange Traded Fund.

 Madison Aggressive Allocation Fund Portfolio of Investments (unaudited)

	Shares		Value (Note 2)
INVESTMENT COMPANIES - 98.9%
Bond Funds - 17.0%
iShares 7-10 Year Treasury Bond ETF		11,910	$	1,280,682
Madison Core Bond Fund Class Y (A)		467,823		4,771,795
Metropolitan West Total Return Bond Fund Class I		362,438		3,975,942
Vanguard Short-Term Corporate Bond ETF		9,843		788,720
				10,817,139
Foreign Stock Funds - 20.7%
Madison NorthRoad International Fund Class Y (A)		196,340		2,252,021
SPDR S&P Emerging Asia Pacific ETF		8,571		800,960
Vanguard FTSE All-World ex-U.S. ETF		101,661		5,188,778
WisdomTree Europe Hedged Equity Fund		47,946		3,081,010
WisdomTree Japan Hedged Equity Fund		31,612		1,783,549
				13,106,318
Stock Funds - 61.2%
iShares Core S&P Mid-Cap ETF		48,789		7,309,568
Madison Investors Fund Class Y (A)		22,844		479,041
Madison Large Cap Growth Fund Class Y (A)		399,464		9,203,652
Madison Large Cap Value Fund Class Y (A)		567,446		9,510,397
Schwab Fundamental U.S. Large Company Index Fund Institutional Shares		456,343		7,045,928
SPDR Gold Shares*		8,442		957,914
Vanguard Growth ETF		11,815		1,270,703
Vanguard Health Care ETF		5,214		693,149
Vanguard Information Technology ETF		10,509		1,133,816
Vanguard Value ETF		15,005		1,271,974
				38,876,142
TOTAL INVESTMENTS - 98.9%
(Cost $56,276,419**)				62,799,599
NET OTHER ASSETS AND LIABILITIES - 1.1%				724,802
TOTAL NET ASSETS - 100.0%			$	63,524,401

*	Non-income producing.
**	Aggregate cost for Federal tax purposes was $56,893,946.
(A)	Affiliated Company (see Note 12).
ETF	Exchange Traded Fund.

See accompanying Notes to Financial Statements.

14

Madison Funds | April 30, 2015

 Madison Cash Reserves Fund Portfolio of Investments (unaudited)

	Par Value		Value (Note 2)
U.S. GOVERNMENT AND AGENCY OBLIGATIONS - 96.3%
Fannie Mae - 29.0%
0.041%, 5/1/15 (A)	$	900,000	$	900,000
0.051%, 5/6/15 (A)		400,000		399,997
0.081%, 5/13/15 (A)		225,000		224,994
0.101%, 5/18/15 (A)		400,000		399,981
0.071%, 5/21/15 (A)		500,000		499,981
0.500%, 5/27/15		2,127,000		2,127,639
0.065%, 6/2/15 (A)		1,100,000		1,099,937
0.500%, 7/2/15		655,000		655,437
				6,307,966
Federal Farm Credit Bank - 4.1%
0.220%, 5/6/15		250,000		250,004
0.250%, 5/18/15		250,000		250,017
0.056%, 5/29/15 (A)		200,000		199,991
0.091%, 6/26/15 (A)		200,000		199,972
				899,984
Federal Home Loan Bank - 22.7%
0.051%, 5/1/15 (A)		260,000		260,000
0.051%, 5/6/15 (A)		250,000		249,998
0.112%, 5/8/15 (A)		300,000		299,994
0.061%, 5/15/15 (A)		200,000		199,995
0.076%, 5/15/15 (A)		1,100,000		1,099,968
0.091%, 5/20/15 (A)		200,000		199,991
0.076%, 5/29/15 (A)		250,000		249,985
0.152%, 6/1/15 (A)		175,000		174,977
0.125%, 6/2/15		300,000		300,001
0.132%, 6/10/15 (A)		200,000		199,971
0.500%, 6/12/15		400,000		400,188
0.125%, 6/19/15		300,000		300,018
0.083%, 7/24/15 (A)		1,000,000		999,809
				4,934,895
Freddie Mac - 29.0%
0.091%, 5/1/15 (A)		700,000		700,000
0.087%, 5/5/15 (A)		1,050,000		1,049,989
0.101%, 5/11/15 (A)		358,000		357,990
0.081%, 5/14/15 (A)		500,000		499,986
0.061%, 6/9/15 (A)		900,000		899,941
0.071%, 7/10/15 (A)		400,000		399,945
0.086%, 7/14/15 (A)		500,000		499,913
4.375%, 7/17/15		700,000		706,296
0.086%, 8/3/15 (A)		1,200,000		1,199,734
				6,313,794
U.S. Treasury Notes - 11.5%
0.375%, 6/15/15		1,000,000		1,000,433
1.875%, 6/30/15		750,000		752,306
0.250%, 7/15/15		750,000		750,350
				2,503,089
Total U.S. Government and Agency
Obligations (Cost $20,959,728)				20,959,728
		Shares
INVESTMENT COMPANIES - 3.9%
State Street Institutional U.S. Government Money Market Fund		856,194		856,194
Total Investment Companies
(Cost $856,194)				856,194
TOTAL INVESTMENTS - 100.2%
(Cost $21,815,922**)				21,815,922
NET OTHER ASSETS AND LIABILITIES - (0.2%)				(38,359	)
TOTAL NET ASSETS - 100.0%			$	21,777,563

**	Aggregate cost for Federal tax purposes was $21,815,922.
(A)	Rate noted represents annualized yield at time of purchase.

 Madison Tax-Free Virginia Fund Portfolio of Investments (unaudited)

MUNICIPAL BONDS - 99.1%	Par Value		Value (Note 2)
Airport - 0.6%
Capital Region Airport Commission, (Prerefunded 7/1/15 @ $100) (AGM), 5%, 7/1/20	$	125,000	$	125,950
Development - 7.3%
Fairfax County Economic Development Authority, Series A, 5%, 10/1/26		150,000		182,095
Norfolk Economic Development Authority, 5%, 11/1/29		480,000		537,130
Powhatan County Economic Development Authority, 3%, 9/15/28		200,000		196,102
Prince William County Industrial Development Authority, 5.25%, 2/1/18		675,000		732,976
				1,648,303
Education - 13.6%
Henrico County Economic Development Authority, 4%, 4/15/42		220,000		222,660
University of Virginia, 5%, 6/1/40		255,000		279,439
Virginia College Building Authority, (ST APPROP), 5%, 2/1/23		500,000		603,455
Virginia College Building Authority, (ST APPROP), 5%, 9/1/26		140,000		156,689
Virginia College Building Authority, (ST APPROP), 5%, 2/1/29		375,000		422,250
Virginia Commonwealth University, Series A, 5%, 5/1/26		385,000		453,091
Virginia Public School Authority, 5%, 12/1/18		100,000		112,836
Virginia Public School Authority, (ST APPROP), 5%, 8/1/27		350,000		394,384
Virginia Public School Authority, (ST AID WITHHLDG), 3%, 8/1/33		450,000		422,604
				3,067,408
Facilities - 7.6%
Newport News Economic Development Authority, (Prerefunded 7/1/16 @ $100), 5%, 7/1/25		745,000		785,357
Stafford County & Staunton Industrial Development Authority, (Prerefunded 8/1/15 @ $100), (NATL-RE), 4.5%, 8/1/25		185,000		186,939
Stafford County & Staunton Industrial Development Authority, (Prerefunded 8/1/15 @ $100), (NATL-RE), 4.5%, 8/1/25		180,000		181,886
Stafford County & Staunton Industrial Development Authority, (Prerefunded 8/1/15 @ $100), (NATL-RE), 4.5%, 8/1/25		85,000		85,891
Stafford County & Staunton Industrial Development Authority, (NATL-RE), 4.5%, 8/1/25		250,000		250,850
Virginia Public Building Authority, 5.25%, 8/1/23		200,000		225,040
				1,715,963
General - 9.6%
Fairfax County Economic Development Authority, 4.25%, 8/1/29		340,000		361,638
Northern Virginia Transportation Authority, 5%, 6/1/30		780,000		916,625
Puerto Rico Public Finance Corp, (Escrowed To Maturity) (AMBAC)*, 5.5%, 8/1/27		100,000		126,150
Territory of Guam, 5%, 1/1/26		150,000		169,239
Virgin Islands Public Finance Authority, (NATL-RE), 5%, 10/1/23		100,000		105,085
Virginia Beach Development Authority, Series A, 3.5%, 5/1/30		250,000		255,817
Virginia Resources Authority, (MORAL OBLG), 5%, 11/1/23		200,000		238,894
				2,173,448
General Obligation - 20.5%
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		282,482
City of Norfolk VA, Series A (Prerefunded 11/1/19 @ $100), 4.125%, 11/1/27		75,000		84,594
City of Portsmouth VA, Series A, (ST AID WITHHLDG), 5%, 2/1/31		635,000		733,482
City of Richmond VA, (ST AID WITHHLDG), 5%, 7/15/22		100,000		116,934
City of Roanoke VA, (ST AID WITHHLDG), 5%, 2/1/25		230,000		268,408
City of Virginia Beach VA, Series A, 4%, 8/1/22		545,000		624,434
Commonwealth of Virginia, Series B, 5%, 6/1/21		175,000		196,635
Commonwealth of Virginia, Series A, 5%, 6/1/23		500,000		615,905
Commonwealth of Virginia, 5%, 6/1/27		150,000		171,878
County of Arlington VA, (Prerefunded 1/15/17 @ $100), 5%, 1/15/25		175,000		188,178
County of Fairfax VA, (ST AID WITHHLDG), 4%, 10/1/22		250,000		287,222
County of Henrico VA, (Prerefunded 12/1/18 @ $100), 5%, 12/1/24		200,000		227,700
County of Henrico VA, 5%, 7/15/25		150,000		174,264
County of Stafford VA, (ST AID WITHHLDG), 4%, 7/1/33		100,000		106,885
Town of Leesburg VA, 5%, 1/15/41		135,000		150,753
				4,641,682

See accompanying Notes to Financial Statements.
	15

Madison Funds | April 30, 2015

 Madison Tax-Free Virginia Fund Portfolio of Investments (unaudited) - continued

	Par Value		Value (Note 2)
MUNICIPAL BONDS- continued
Medical - 8.2%
Fredericksburg Economic Development Authority, 5.25%, 6/15/18	$	250,000	$	275,978
Harrisonburg Industrial Development Authority, (AMBAC)*, 5%, 8/15/46		180,000		183,042
Henrico County Economic Development Authority, (NATL-RE), 6%, 8/15/16		115,000		118,966
Norfolk Economic Development Authority, 5%, 11/1/36		480,000		537,806
Roanoke Economic Development Authority, (Escrowed To Maturity) (NATL-RE), 6.125%, 7/1/17		385,000		399,064
Virginia Small Business Financing Authority, 5%, 11/1/40		300,000		330,972
				1,845,828
Multifamily Housing - 9.3%
Fairfax County Redevelopment & Housing Authority, 4.75%, 10/1/36		725,000		779,455
Fairfax County Redevelopment & Housing Authority, 5%, 10/1/39		300,000		328,080
Suffolk Redevelopment & Housing Authority, 5.6%, 2/1/33		725,000		727,059
Virginia Housing Development Authority, 4.8%, 10/1/39		250,000		259,722
				2,094,316
Power - 4.3%
Chesterfield County Economic Development Authority, 5%, 5/1/23		565,000		641,054
Puerto Rico Electric Power Authority, (BHAC-CR MBIA-RE FGIC), 5.25%, 7/1/24		290,000		339,135
				980,189
Transportation - 5.4%
Puerto Rico Highways & Transportation Authority, (ASSURED GTY), 5.25%, 7/1/34		100,000		101,933
Richmond Metropolitan Authority, (Escrowed To Maturity) (NATL-RE), 5.25%, 7/15/22		60,000		69,842
Richmond Metropolitan Authority, (NATL-RE), 5.25%, 7/15/22		140,000		157,006
Virginia Commonwealth Transportation Board, Series A, 5%, 9/15/24		225,000		265,853
Virginia Commonwealth Transportation Board, 5%, 3/15/25		535,000		634,676
				1,229,310
Utilities - 1.5%
City of Richmond VA, Series A, 5%, 1/15/38		300,000		339,180
Water - 11.2%
Fairfax County Water Authority, 5.25%, 4/1/23		180,000		223,618
Fairfax County Water Authority, 5%, 4/1/27		150,000		176,557
Hampton Roads Sanitation District, (Prerefunded 4/1/18 @ $100), 5%, 4/1/33		90,000		100,338
Hampton Roads Sanitation District, 5%, 4/1/33		160,000		174,810
Henry County Public Service Authority, (AGM), 5.25%, 11/15/15		75,000		76,473
Prince William County Service Authority, 5%, 7/1/22		250,000		301,430
Upper Occoquan Sewage Authority, (NATL-RE), 5.15%, 7/1/20		500,000		558,100
Virginia Resources Authority, (ST AID WITHHLDG), 5%, 10/1/23		500,000		580,355
Virginia Resources Authority, (ST AID WITHHLDG), 4.5%, 10/1/28		160,000		182,294
Virginia Resources Authority, (Prerefunded 11/1/16 @ $100), 5%, 11/1/31		140,000		149,442
Virginia Resources Authority, 5%, 11/1/31		20,000		21,201
				2,544,618
TOTAL INVESTMENTS - 99.1% (Cost $21,655,565**)				22,406,195
NET OTHER ASSETS AND LIABILITIES - 0.9%				202,322
TOTAL NET ASSETS - 100.0%			$	22,608,517

*

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 $21,655,565.

AGM	Assured Guaranty Municipal Corp.
AMBAC	AMBAC Indemnity Corp.
ASSURED GTY	Assured Guaranty.
BHAC-CR	Berkshire Hathaway Assurance Corp.
FGIC	Financial Guaranty Insurance Co.
MBIA-RE	MBIA Insurance Corp.
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 (unaudited)

	Par Value		Value (Note 2)
MUNICIPAL BONDS - 98.1%
Alabama - 2.4%
Alabama Incentives Financing Authority Revenue, Series A, 5%, 9/1/29	$	300,000	$	340,143
Tuscaloosa Public Educational Building Authority, (ASSURED GTY), 6.375%, 7/1/28		295,000		339,943
				680,086
Arkansas - 0.7%
City of Fort Smith AR Water & Sewer Revenue, (AGM), 5%, 10/1/21		175,000		196,625
Colorado - 1.7%
El Paso County Facilities Corp., Certificate Participation, 5%, 12/1/27		400,000		469,052
Delaware - 1.5%
State of Delaware, General Obligation, Series A, 5%, 8/1/25		345,000		422,366
Florida - 16.6%
City of Port St. Lucie FL Utility System Revenue, 5%, 9/1/27		600,000		701,964
County of Miami-Dade FL, Series B, 5%, 3/1/25		525,000		619,752
Highlands County Health Facilities Authority, 5%, 11/15/20		455,000		466,798
Hillsborough County Industrial Development Authority, 5%, 10/1/34		450,000		494,644
Lee County Industrial Development Authority, 5%, 11/1/28		500,000		582,695
Orlando Utilities Commission, Series C, 5%, 10/1/22		525,000		639,760
Palm Beach County Solid Waste Authority, 5%, 10/1/24		300,000		355,635
Peace River/Manasota Regional Water Supply Authority, (AGM), 5%, 10/1/23		750,000		764,865
				4,626,113
Georgia - 4.1%
City of Atlanta GA Water & Wastewater Revenue, (AGM), 5.75%, 11/1/30		300,000		390,708
City of Columbus GA Water & Sewerage Revenue, Series A, 5%, 5/1/31		430,000		500,262
Georgia State Road & Tollway Authority, 5%, 6/1/21		90,000		102,896
Private Colleges & Universities Authority, 5%, 9/1/38		130,000		143,931
				1,137,797
Illinois - 0.8%
Regional Transportation Authority, (AMBAC GO of AUTH)*, 7.2%, 11/1/20		190,000		220,560
Indiana - 3.6%
Indiana Finance Authority, 5%, 2/1/21		400,000		465,196
Indianapolis Local Public Improvement Bond Bank, (ASSURED GTY), 5.5%, 1/1/38		475,000		537,439
				1,002,635
Iowa - 2.8%
City of Bettendorf IA, General Obligation, 5%, 6/1/28		475,000		547,865
City of Bettendorf IA, General Obligation, 5%, 6/1/30		210,000		241,116
				788,981
Kansas - 2.5%
Kansas Development Finance Authority, Series F, 4%, 6/1/27		650,000		686,458
Maryland - 5.9%
City of Rockville MD, General Obligation, Series A, 5%, 6/1/24		600,000		743,598
Maryland State Transportation Authority, Series A, 5%, 7/1/18		200,000		224,256
Montgomery County Revenue Authority, 5%, 5/1/31		600,000		687,618
				1,655,472
Massachusetts - 1.7%
Town of Belmont MA, General Obligation Ltd., 3%, 4/15/28		480,000		483,754
Michigan - 3.4%
Detroit City School District, General Obligation, (FGIC Q-SBLF), 6%, 5/1/20		400,000		476,656
Redford Unified School District No. 1, General Obligation, (AMBAC Q-SBLF)*, 5%, 5/1/22		410,000		472,267
				948,923

See accompanying Notes to Financial Statements.

16

Madison Funds | April 30, 2015

 Madison Tax-Free National Fund Portfolio of Investments (unaudited) - continued

	Par Value		Value (Note 2)
MUNICIPAL BONDS - continued
Missouri - 4.6%
County of St Louis MO, (Escrowed To Maturity), 5.65%, 2/1/20	$	500,000	$	592,045
Springfield School District No. R-12, General Obligation, Series B, (ST AID DIR DEP), 5%, 3/1/25		400,000		493,268
St Louis Industrial Development Authority, 6.65%, 5/1/16		200,000		212,118
				1,297,431
New Jersey - 3.9%
City of Elizabeth NJ, General Obligation, (AGM), 3%, 4/1/24		300,000		308,997
New Jersey State Turnpike Authority, (BHAC-CR FSA), 5.25%, 1/1/28		250,000		303,270
New Jersey State Turnpike Authority, Series A, (BHAC-CR FSA), 5.25%, 1/1/29		250,000		303,850
Union County Improvement Authority, Series A, 4%, 2/1/25		150,000		166,194
				1,082,311
New Mexico - 1.7%
Farmington Municipal School District No. 5, General Obligation, Series A, (ST AID WITHHLDG), 3%, 9/1/23		450,000		479,551
New York - 3.1%
New York State Dormitory Authority, (BHAC-CR AMBAC)*, 5.5%, 7/1/31		250,000		317,282
Port Authority of New York & New Jersey, (GO of AUTH), 5.375%, 3/1/28		455,000		553,790
				871,072
North Carolina - 5.2%
North Carolina Medical Care Commission, (HUD SECT 8), 5.5%, 10/1/24		500,000		506,595
State of North Carolina, 4.5%, 5/1/27		200,000		221,102
State of North Carolina, General Obligation, Series D, 4%, 6/1/21		100,000		114,270
Town of Cary NC Combined Utility Systems Revenue, 5%, 12/1/23		500,000		611,595
				1,453,562
Ohio - 2.1%
Cleveland-Cuyahoga County Port Authority, 5%, 7/1/24		500,000		592,715
Pennsylvania - 1.3%
Lehigh County General Purpose Authority, (NATL-RE GO of HOSP), 7%, 7/1/16		335,000		349,603
South Carolina - 8.7%
Anderson County School District No. 1, General Obligation, Series A, (SCSDE), 5%, 3/1/25		720,000		890,021
City of Bennettsville SC Combined Utility System Revenue, (BAM), 3.5%, 2/1/24		465,000		502,256
County of Richland SC, General Obligation, Series A, (ST AID WITHHLDG), 4%, 3/1/27		495,000		549,306
York County School District No. 1, General Obligation, (SCSDE), 5%, 3/1/27		440,000		499,448
				2,441,031
Tennessee - 1.7%
Gibson County Special School District, (BAM), 5%, 4/1/26		300,000		357,429
Jackson Energy Authority, 4.75%, 6/1/25		100,000		115,130
				472,559
Texas - 8.9%
Beaumont Independent School District, General Obligation, (PSF-GTD), 4.75%, 2/15/38		300,000		323,352
City of San Antonio TX, Water System Revenue, 5.125%, 5/15/29		500,000		563,520
Liberty Hill Independent School District, General Obligation, (PSF-GTD), 5%, 8/1/26		410,000		469,437
Mueller Local Government Corp, 5%, 9/1/25		500,000		529,680
San Jacinto River Authority, (BAM), 4%, 10/1/23		200,000		221,494
State of Texas, General Obligation, 5%, 8/1/27		330,000		379,015
				2,486,498
Virginia - 5.5%
County of Stafford VA, General Obligation, (ST AID WITHHLDG), 4%, 7/1/33		150,000		160,328
Fairfax County Redevelopment & Housing Authority, 5%, 10/1/39		265,000		289,804
Newport News Economic Development Authority, Series A, (MUN GOVT GTD), 5%, 7/1/25		500,000		593,300
Virginia Commonwealth Transportation Board, 5%, 3/15/23		200,000		238,142
Virginia Housing Development Authority 4.8%, 10/1/39		250,000		259,722
				1,541,296
Washington - 2.9%
State of Washington, General Obligation, Series E, 5%, 2/1/29		205,000		240,084
University of Washington, 5%, 7/1/32		500,000		570,165
				810,249
Wisconsin - 0.8%
Wisconsin Health & Educational Facilities Authority, 5.25%, 10/1/21		200,000		210,218
TOTAL INVESTMENTS - 98.1% (Cost $26,091,602**)				27,406,918
NET OTHER ASSETS AND LIABILITIES - 1.9%				518,109
TOTAL NET ASSETS - 100.0%			$	27,925,027

*

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 $26,091,602.

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.
MUN GOVT GTD	General Obligation Guarantee of the Municipality.
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.

See accompanying Notes to Financial Statements.
	17

Madison Funds | April 30, 2015

 Madison Government Bond Fund Portfolio of Investments (unaudited)

	Par Value		Value (Note 2)
MORTGAGE BACKED SECURITIES - 18.1%
Fannie Mae - 8.8%
5.5%, 2/1/18 Pool # 555345	$	3,161	$	3,314
5%, 6/1/18 Pool # 555545		8,145		8,560
3.5%, 8/1/29 Pool # MA2003		93,617		99,464
6.5%, 5/1/32 Pool # 636758		1,865		2,149
6.5%, 6/1/32 Pool # 254346		3,962		4,627
6%, 8/1/32 Pool # 254405		5,641		6,499
4%, 12/1/34 Pool # MA2121		161,038		173,823
4.5%, 12/1/35 Pool # 745147		28,550		31,214
5.5%, 1/1/38 Pool # 953589		6,016		6,801
				336,451
Freddie Mac - 8.4%
5.5%, 8/1/17 Pool # E90778		2,557		2,683
4.5%, 11/1/23 Pool # G13342		8,075		8,651
3%, 12/1/26 Pool # J17506		60,994		64,066
3%, 1/1/27 Pool # G18420		42,322		44,374
6.5%, 6/1/32 Pool # C01364		3,910		4,491
4%, 10/1/40 Pool # A94362		87,272		94,543
4%, 1/1/45 Pool # G08624		98,575		105,298
				324,106
Ginnie Mae - 0.9%
7%, 9/20/27 Pool # E2483		3,125		3,735
6%, 2/15/38 Pool # 676516		4,859		5,530
4%, 4/15/39 Pool # 698089		23,522		25,430
				34,695
Total Mortgage Backed Securities
(Cost $676,662)				695,252
U.S. GOVERNMENT AND AGENCY OBLIGATIONS - 80.7%
Fannie Mae - 31.5%
2.375%, 7/28/15		200,000		201,099
1.625%, 10/26/15		200,000		201,473
0.500%, 3/30/16		150,000		150,282
2.375%, 4/11/16		250,000		254,758
1.250%, 1/30/17		400,000		404,212
				1,211,824
Federal Home Loan Bank - 10.1%
0.625%, 11/27/18 (A)		100,000		100,161
3.375%, 6/12/20		265,000		286,539
				386,700
Freddie Mac - 22.4%
2.500%, 5/27/16		350,000		357,889
1.000%, 3/8/17		100,000		100,633
1.250%, 5/12/17		300,000		303,224
0.875%, 3/7/18		100,000		99,802
				861,548
U.S. Treasury Notes - 16.7%
0.750%, 6/30/17		50,000		50,094
0.750%, 12/31/17		100,000		99,773
3.750%, 11/15/18		150,000		163,816
1.125%, 5/31/19		50,000		49,734
2.000%, 7/31/20		50,000		51,262
2.000%, 2/15/23		15,000		15,135
2.500%, 8/15/23		85,000		88,739
2.250%, 11/15/24		120,000		122,222
				640,775
Total U.S. Government and Agency
Obligations (Cost $3,062,656)				3,100,847
		Shares
SHORT-TERM INVESTMENTS - 0.7%
State Street Institutional U.S. Government Money Market Fund		25,109		25,109
Total Short-Term Investments
(Cost $25,109)				25,109
TOTAL INVESTMENTS - 99.5% (Cost $3,764,427**)				3,821,208
NET OTHER ASSETS AND LIABILITIES - 0.5%				17,908
TOTAL NET ASSETS - 100.0%			$	3,839,116

**	Aggregate cost for Federal tax purposes was $3,764,427.
(A)	Stepped rate security. Rate shown is as of April 30, 2015.

 Madison High Quality Bond Fund Portfolio of Investments (unaudited)

	Par Value		Value (Note 2)
CORPORATE NOTES AND BONDS - 35.6%
Consumer Discretionary - 6.0%
Comcast Corp., 3.125%, 7/15/22	$	2,000,000	$	2,065,010
Home Depot Inc./The, 2%, 6/15/19		2,000,000		2,032,442
Target Corp., 2.9%, 1/15/22		2,000,000		2,051,994
Walt Disney Co./The, MTN, 1.1%, 12/1/17		750,000		751,746
				6,901,192
Consumer Staples - 3.6%
Coca-Cola Co./The, 2.45%, 11/1/20		1,500,000		1,541,806
Sysco Corp., 5.25%, 2/12/18		1,000,000		1,103,988
Wal-Mart Stores Inc., 4.5%, 7/1/15		1,500,000		1,510,178
				4,155,972
Energy - 1.4%
Chevron Corp., 2.427%, 6/24/20		1,500,000		1,549,806
Financials - 10.8%
American Express Credit Corp., MTN, 1.75%, 6/12/15		750,000		751,087
Bank of New York Mellon Corp./The, MTN, 1.35%, 3/6/18		500,000		499,599
General Electric Capital Corp., MTN, 5.625%, 9/15/17		2,000,000		2,206,964
John Deere Capital Corp., MTN, 1.4%, 3/15/17		2,000,000		2,022,006
JPMorgan Chase & Co., 2.25%, 1/23/20		2,000,000		1,994,398
Simon Property Group L.P., 4.125%, 12/1/21		1,750,000		1,913,966
US BanCorp, MTN, 1.95%, 11/15/18		750,000		761,323
Wells Fargo & Co., 5.625%, 12/11/17		2,000,000		2,213,462
				12,362,805
Health Care - 4.0%
Baxter International Inc., 1.85%, 6/15/18		1,500,000		1,510,019
Merck & Co. Inc., 1.85%, 2/10/20		1,500,000		1,505,262
UnitedHealth Group Inc., 2.875%, 3/15/23		1,500,000		1,514,644
				4,529,925
Industrials - 1.5%
United Parcel Service Inc., 5.5%, 1/15/18		1,500,000		1,671,170
Information Technology - 8.3%
Cisco Systems Inc., 5.5%, 2/22/16		2,000,000		2,080,936
EMC Corp., 2.65%, 6/1/20		750,000		768,553
Intel Corp., 1.95%, 10/1/16		2,000,000		2,036,654
Microsoft Corp., 3%, 10/1/20		1,500,000		1,580,205
Texas Instruments Inc., 2.375%, 5/16/16		2,000,000		2,040,718
				9,480,986
Total Corporate Notes and Bonds
(Cost $39,879,416)				40,651,856
U.S. GOVERNMENT AND AGENCY OBLIGATIONS - 5.45%
Fannie Mae - 13.9%
1.250%, 9/28/16		4,000,000		4,041,760
1.375%, 11/15/16		4,500,000		4,556,133
1.250%, 1/30/17		4,750,000		4,800,022
0.875%, 2/8/18		2,500,000		2,491,835
				1.5,889,750
Freddie Mac - 5.4%
2.500%, 5/27/16		5,000,000		5,112,705
2.375%, 1/13/22		1,000,000		1,021,819
				6,134,524
U.S. Treasury Notes - 35.2%
0.375%, 3/31/16		4,000,000		4,004,688
1.000%, 8/31/16		4,000,000		4,030,936
0.875%, 1/31/17		4,000,000		4,024,064
3.000%, 2/28/17		4,000,000		4,178,436
3.875%, 5/15/18		3,500,000		3,808,984
1.500%, 12/31/18		2,500,000		2,530,665
1.250%, 1/31/19		5,250,000		5,263,944
1.500%, 3/31/19		2,250,000		2,274,257
3.125%, 5/15/19		3,000,000		3,220,077
3.625%, 2/15/20		2,000,000		2,205,156
2.625%, 11/15/20		2,000,000		2,110,156
2.500%, 8/15/23		2,500,000		2,609,960
				40,261,323
Total U.S. Government and Agency
Obligations (Cost $61,748,453)				62,285,597
		Shares
SHORT-TERM INVESTMENTS - 8.3%
State Street Institutional U.S. Government
Money Market Fund		9,507,595		9,507,595
Total Short-Term Investments
(Cost $9,507,595)				9,507,595
TOTAL INVESTMENTS - 98.4%
(Cost $111,135,464**)				112,445,048
NET OTHER ASSETS AND LIABILITIES - 1.6%				1,782,960
TOTAL NET ASSETS - 100.0%			$	114,228,008

**	Aggregate cost for Federal tax purposes was $111,135,464.
MTN	Medium Term Note.

See accompanying Notes to Financial Statements.

18

Madison Funds | April 30, 2015

 Madison Core Bond Fund Portfolio of Investments (unaudited)

	Par Value		Value (Note 2)
ASSET BACKED SECURITIES - 3.9%
ABSC Long Beach Home Equity Loan Trust, Series 2000-LB1, Class AF5 (A), 8.55%, 9/21/30	$	64,040	$	66,840
Ally Master Owner Trust, Series 2014-4, Class A2, 1.43%, 6/17/19		750,000		752,902
CarMax Auto Owner Trust, Series 2015-1, Class A2, 0.88%, 3/15/18		1,000,000		1,000,702
CNH Equipment Trust, Series 2014-A, Class A3, 0.84%, 5/15/19		750,000		749,672
Ford Credit Auto Owner Trust, Series 2014-A, Class A3, 0.79%, 5/15/18		775,000		775,491
GreatAmerica Leasing Receivables, Series 2015-1, Class A2 (B) (C), 1.12%, 6/20/17		500,000		500,667
Hyundai Auto Receivables Trust, Series 2014-A, Class A3, 0.79%, 7/16/18		275,000		275,194
John Deere Owner Trust, Series 2014-B, Class A2A, 0.54%, 7/17/17		600,000		600,114
Mercedes-Benz Auto Lease Trust, Series 2014-A, Class A4, 0.9%, 12/16/19		1,125,000		1,125,551
Santander Drive Auto Receivables Trust, Series 2012-6, Class B, 1.33%, 5/15/17		235,949		236,034
Santander Drive Auto Receivables Trust, Series 2013-3 Class B, 1.19%, 5/15/18		625,000		626,072
Santander Drive Auto Receivables Trust, Series 2013-5, Class C, 2.25%, 6/17/19		1,000,000		1,012,199
Volkswagen Auto Lease Trust, Series 2014-A, Class A3, 0.8%, 4/20/17		625,000		625,444
Volvo Financial Equipment LLC, Series 2014-1A, Class A3 (B) (C), 0.82%, 4/16/18		500,000		499,305
Total Asset Backed Securities
(Cost $8,841,180)				8,846,187
COMMERCIAL MORTGAGE-BACKED SECURITIES - 1.7%
Bear Stearns Commercial Mortgage Securities Trust, Series 2005-PW10, Class A4 (A), 5.405%, 12/11/40		1,150,580		1,164,686
FREMF Mortgage Trust, Series 2012-K708, Class B (A) (B) (C), 3.887%, 2/25/45		1,250,000		1,302,840
Merrill Lynch Mortgage Trust, Series 2006-C1, Class A4 (A), 5.865%, 5/12/39		600,000		615,085
Morgan Stanley Capital I Trust, Series 2005- IQ10, Class A4A (A), 5.23%, 9/15/42		760,007		761,228
Total Commercial Mortgage-Backed
Securities (Cost $3,948,491)				3,843,839
CORPORATE NOTES AND BONDS - 26.9%
Consumer Discretionary - 5.1%
AARP, Inc. (B) (C), 7.5%, 5/1/31		750,000		1,042,540
Advance Auto Parts Inc., 4.5%, 12/1/23		550,000		583,063
AutoZone Inc., 1.3%, 1/13/17		1,400,000		1,404,479
DIRECTV Holdings LLC/DIRECTV Financing Co. Inc., 3.5%, 3/1/16		750,000		765,457
DR Horton Inc., 3.75%, 3/1/19		475,000		480,938
ERAC USA Finance LLC (B) (C), 6.7%, 6/1/34		575,000		720,837
Georgia-Pacific LLC (B) (C), 3.163%, 11/15/21		1,000,000		1,016,201
GLP Capital L.P./GLP Financing II Inc., 4.875%, 11/1/20		275,000		279,813
Hasbro Inc., 3.15%, 5/15/21		300,000		305,763
Intelsat Jackson Holding SA (D), 5.5%, 8/1/23		500,000		470,625
Nissan Motor Acceptance Corp (B) (C), 2.65%, 9/26/18		500,000		515,023
Priceline Group Inc./The, 3.65%, 3/15/25		1,000,000		1,019,041
QVC Inc., 3.125%, 4/1/19		800,000		804,448
Sirius XM Radio Inc. (B) (C), 6%, 7/15/24		525,000		544,687
Toll Brothers Finance Corp., 4%, 12/31/18		450,000		463,500
Walgreens Boots Alliance Inc., 4.5%, 11/18/34		1,000,000		1,028,998
				11,445,413
Consumer Staples - 2.0%
CVS Health Corp., 5.75%, 6/1/17		464,000		507,950
JM Smucker Co./The (B) (C), 3.5%, 3/15/25		1,000,000		1,006,971
Kraft Foods Group Inc., 3.5%, 6/6/22		1,000,000		1,022,319
Kroger Co./The, 2.95%, 11/1/21		1,000,000		1,017,419
Sysco Corp., 4.35%, 10/2/34		1,000,000		1,024,580
				4,579,239
Energy - 4.3%
Access Midstream Partners L.P./ACMP Finance Corp., 4.875%, 5/15/23		750,000		760,928
Antero Resources Corp. (B) (C), 5.625%, 6/1/23		300,000		306,375
Energy Transfer Partners L.P., 4.15%, 10/1/20		750,000		793,670
Freeport-McMoran Oil & Gas LLC/FCX Oil & Gas Inc., 6.75%, 2/1/22		600,000		641,400
Helmerich & Payne International Drilling Co. (B) (C), 4.65%, 3/15/25		1,000,000		1,051,784
Hess Corp., 7.875%, 10/1/29		240,000		313,855
Kinder Morgan Inc. (B) (C), 5%, 2/15/21		1,000,000		1,078,808
Phillips 66, 4.65%, 11/15/34		500,000		523,197
Phillips 66 Partners L.P., 3.605%, 2/15/25		1,300,000		1,289,285
Transocean Inc. (D), 6%, 3/15/18		850,000		847,875
Valero Energy Corp., 6.625%, 6/15/37		1,000,000		1,224,968
Williams Cos. Inc./The, 4.55%, 6/24/24		950,000		933,868
				9,766,013
Financials - 6.0%
AerCap Ireland Capital Ltd./AerCap Global Aviation Trust (B) (C) (D), 3.75%, 5/15/19		450,000		455,625
Air Lease Corp., 3.875%, 4/1/21		450,000		464,625
Air Lease Corp., 3.75%, 2/1/22		1,000,000		1,011,864
American International Group Inc., 3.875%, 1/15/35		1,000,000		973,618
Apollo Management Holdings L.P. (B) (C), 4%, 5/30/24		1,000,000		1,022,848
Bank of America Corp., 2.65%, 4/1/19		1,000,000		1,017,206
Bank of America Corp., MTN, 3.3%, 1/11/23		200,000		200,455
BB&T Corp., MTN, 2.25%, 2/1/19		400,000		404,743
Glencore Funding LLC (B) (C), 3.125%, 4/29/19		825,000		840,427
Goldman Sachs Group Inc./The, 2.625%, 1/31/19		500,000		509,148
Invesco Finance PLC (D), 4%, 1/30/24		450,000		475,617
JPMorgan Chase & Co., 3.125%, 1/23/25		1,000,000		986,681
KeyCorp., MTN, 5.1%, 3/24/21		250,000		282,696
Lehman Brothers Holdings Inc* (E), 5.75%, 1/3/17		520,000		52
Liberty Mutual Group Inc. (B) (C), 4.25%, 6/15/23		1,250,000		1,323,287
New York Life Global Funding (B) (C), 1.95%, 2/11/20		1,000,000		997,605
Senior Housing Properties Trust, 3.25%, 5/1/19		800,000		812,069
Synchrony Financial, 3.75%, 8/15/21		700,000		722,480
UBS AG/Stamford CT (D), 5.75%, 4/25/18		122,000		136,530
Wells Fargo & Co., MTN, 3%, 2/19/25		1,000,000		986,104
				13,623,680
Health Care - 2.5%
AbbVie Inc., 2%, 11/6/18		1,100,000		1,103,200
Actavis Funding SCS (D), 4.75%, 3/15/45		1,565,000		1,582,119
Forest Laboratories Inc. (B) (C), 5%, 12/15/21		200,000		221,094
Genentech Inc., 5.25%, 7/15/35		325,000		398,644
HCA Inc., 3.75%, 3/15/19		450,000		463,500
Laboratory Corp. of America Holdings, 3.6%, 2/1/25		1,000,000		996,228
Omnicare Inc., 4.75%, 12/1/22		500,000		546,250
Wyeth LLC, 6.5%, 2/1/34		230,000		304,724
				5,615,759
Industrials - 1.3%
ADT Corp./The, 4.125%, 4/15/19		475,000		482,410
Boeing Co./The, 8.625%, 11/15/31		240,000		375,599
Burlington Northern Santa Fe LLC, 8.125%, 4/15/20		285,000		358,778
Crane Co., 2.75%, 12/15/18		450,000		461,716
Norfolk Southern Corp., 7.05%, 5/1/37		390,000		538,737
Textron Inc., 3.875%, 3/1/25		300,000		307,708
United Rentals North America Inc., 6.125%, 6/15/23		400,000		419,300
				2,944,248
Information Technology - 1.5%
CDW LLC/CDW Finance Corp., 5%, 9/1/23		200,000		206,000
First Data Corp. (B) (C), 7.375%, 6/15/19		550,000		571,312
Intuit Inc., 5.75%, 3/15/17		1,100,000		1,187,622
Microsoft Corp., 3.5%, 2/12/35		1,000,000		953,067
Xilinx Inc., 3%, 3/15/21		500,000		514,847
				3,432,848
Materials - 1.0%
Agrium Inc. (D), 3.375%, 3/15/25		300,000		297,479
Alcoa Inc., 5.125%, 10/1/24		200,000		215,585
Packaging Corp. of America, 3.65%, 9/15/24		1,000,000		1,008,046
Weyerhaeuser Co., 7.375%, 3/15/32		500,000		657,937
				2,179,047
Telecommunication Services - 2.0%
AT&T Inc., 4.75%, 5/15/46		325,000		317,732
Comcast Cable Communications Holdings Inc., 9.455%, 11/15/22		525,000		757,956
Harris Corp., 5.054%, 4/27/45		1,000,000		1,002,018
Verizon Communications Inc., 3.45%, 3/15/21		1,500,000		1,562,835
Verizon Communications Inc., 4.4%, 11/1/34		1,000,000		981,925
				4,622,466
Utilities - 1.2%
Black Hills Corp., 4.25%, 11/30/23		950,000		1,011,939
Sierra Pacific Power Co., Series M, 6%, 5/15/16		650,000		684,944
Wisconsin Electric Power Co., 6.5%, 6/1/28		750,000		982,948
				2,679,831
Total Corporate Notes and Bonds
(Cost $59,295,840)				60,888,544
LONG TERM MUNICIPAL BONDS - 12.6%
Chicago IL O’Hare International Airport Revenue, Series A, (NATL-RE), 5%, 1/1/33		955,000		977,977
City of Laredo TX, General Obligation, 6.566%, 2/15/39		1,500,000		1,689,555
City of Los Angeles CA Wastewater System
Revenue, Series A, (NATL-RE), 4.75%, 6/1/35		1,690,000		1,692,822
City of Reading PA, General Obligation, (AGM), 5.3%, 11/1/33		1,500,000		1,535,010
County of Bexar TX, General Obligation, Series C, 6.628%, 6/15/39		1,800,000		2,042,910
County of Palm Beach FL Revenue, 5%, 11/1/33		1,880,000		2,034,517

See accompanying Notes to Financial Statements.
	19

Madison Funds | April 30, 2015

 Madison Core Bond Fund Portfolio of Investments (unaudited) - continued

	Par Value		Value (Note 2)
LONG TERM MUNICIPAL BONDS - continued
East Baton Rouge Sewerage Commission Revenue, 6.087%, 2/1/45	$	2,000,000	$	2,228,940
Johnstown-Monroe Local School District, General Obligation, 5%, 12/1/40		1,000,000		1,110,280
Las Vegas Valley Water District, General Obligation, Series A, 7.1%, 6/1/39		1,000,000		1,155,450
Metropolitan Water District of Southern California Revenue, 6.538%, 7/1/39		420,000		482,614
New York City Water & Sewer System Revenue, 6.491%, 6/15/42		1,025,000		1,180,564
Northside Independent School District, General Obligation, Series B, (PSF-GTD), 5.741%, 8/15/35		1,600,000		1,769,232
Rancho Water District Financing Authority Revenue, Series A, 6.337%, 8/1/40		1,000,000		1,151,850
South Dakota State Building Authority Revenue, Series F, 4.7%, 6/1/32		1,250,000		1,269,463
State of Iowa Revenue, 6.75%, 6/1/34		2,000,000		2,308,540
Tulsa OK Public Facilities Authority Revenue, Series B, 6.6%, 11/15/29		1,400,000		1,561,798
University of New Mexico, Series A, (AGM), 5%, 6/1/36		1,750,000		1,879,710
West Contra Costa Unified School District, General Obligation, 8.46%, 8/1/34		2,000,000		2,407,180
Total Long Term Municipal Bonds
(Cost $28,404,195)				28,478,412
MORTGAGE BACKED SECURITIES - 23.2%
Fannie Mae - 14.0%
5.5%, 4/1/16 Pool # 745444		14,554		15,260
6%, 5/1/16 Pool # 582558		1,575		1,599
5.5%, 2/1/18 Pool # 673194		48,575		50,932
5%, 2/1/19 Pool # 725341		7,129		7,566
5%, 5/1/20 Pool # 813965		94,473		101,976
4.5%, 9/1/20 Pool # 835465		89,408		94,141
5.5%, 3/1/21 Pool # 837199		14,770		15,935
6%, 3/1/21 Pool # 745406		12,464		13,424
6%, 5/1/21 Pool # 253847		12,043		13,743
4.5%, 4/1/23 Pool # 974401		190,837		204,264
4.5%, 6/1/23 Pool # 984075		87,663		93,798
3%, 12/1/26 Pool # AB4086		805,114		844,027
3%, 3/1/27 Pool # AK6784		1,604,571		1,682,134
3%, 5/1/27 Pool # AL1715		1,187,416		1,244,765
3.5%, 5/1/29 Pool # AW3740		1,611,159		1,725,643
3.5%, 8/1/29 Pool # MA2003		1,404,250		1,491,954
3.5%, 10/1/29 Pool # AX3155		717,757		770,346
7%, 12/1/29 Pool # 762813		14,381		15,938
7%, 11/1/31 Pool # 607515		14,920		17,674
6.5%, 3/1/32 Pool # 631377		58,643		67,568
6.5%, 5/1/32 Pool # 636758		2,487		2,865
7%, 5/1/32 Pool # 644591		1,797		2,026
6.5%, 6/1/32 Pool # 545691		133,986		155,944
5%, 10/1/33 Pool # 254903		134,495		151,184
5.5%, 11/1/33 Pool # 555880		161,745		184,091
5%, 5/1/34 Pool # 775604		17,725		19,798
5%, 5/1/34 Pool # 780890		72,631		81,285
5%, 6/1/34 Pool # 255230		30,223		33,836
7%, 7/1/34 Pool # 792636		8,317		8,728
4%, 2/1/35 Pool # MA2177		1,478,143		1,595,504
5%, 8/1/35 Pool # 829670		144,740		161,264
5%, 9/1/35 Pool # 820347		180,939		205,356
5%, 9/1/35 Pool # 835699		168,588		191,183
5%, 11/1/35 Pool # 844809		61,787		68,869
4.5%, 12/1/35 Pool # 745147		28,550		31,214
5%, 12/1/35 Pool # 850561		72,512		80,810
5%, 2/1/36 Pool # 745275		28,102		31,331
5%, 3/1/36 Pool # 745355		37,325		41,562
6%, 11/1/36 Pool # 902510		136,947		158,681
5.5%, 5/1/37 Pool # 928292		224,094		256,574
6%, 10/1/37 Pool # 947563		172,525		200,106
6.5%, 12/1/37 Pool # 889072		166,312		193,400
5%, 4/1/38 Pool # 889260		35,168		39,121
6.5%, 8/1/38 Pool # 987711		278,589		323,043
4.5%, 8/1/40 Pool # AD8243		161,452		176,238
4%, 9/1/40 Pool # AE3039		1,383,338		1,496,523
4%, 1/1/41 Pool # AB2080		1,096,737		1,181,444
5.5%, 7/1/41 Pool # AL6588		1,218,362		1,384,515
4%, 9/1/41 Pool # AJ1406		1,016,948		1,087,156
4%, 10/1/41 Pool # AJ4046		1,346,411		1,457,062
4%, 3/1/42 Pool # AL1998		2,059,545		2,228,658
3.5%, 6/1/42 Pool # AO4134		1,928,191		2,027,185
3.5%, 8/1/42 Pool # AP2133		1,123,121		1,178,323
3%, 9/1/42 Pool # AP6568		165,831		169,283
3.5%, 9/1/42 Pool # AB6228		605,385		635,371
3.5%, 12/1/42 Pool # AQ8892		183,509		192,480
3%, 2/1/43 Pool # AL3072		1,444,166		1,474,254
3.5%, 4/1/43 Pool # AR9902		581,900		615,431
3.5%, 4/1/43 Pool # AT2887		517,512		544,129
4.5%, 2/1/45 Pool # MA2193		1,478,845		1,622,839
3.5%, 3/25/30 Series 2015-12, Class NI		3,648,926		575,864
6%, 12/25/31 Series 2001-73, Class GZ		507,759		580,509
5.5%, 9/25/35 Series 2005-79, Class LT		365,145		411,272
				31,728,998
Freddie Mac - 9.1%
5%, 5/1/18 Pool # E96322		40,400		42,409
5%, 2/1/21 Pool # G11911		14,268		15,185
4.5%, 4/1/23 Pool # J07302		29,239		31,331
4.5%, 11/1/23 Pool # G13342		16,150		17,302
3%, 12/1/26 Pool # J17506		121,987		128,132
3%, 1/1/27 Pool # G18420		63,483		66,561
3%, 8/1/27 Pool # J19899		1,199,572		1,263,722
8%, 6/1/30 Pool # C01005		1,327		1,693
7%, 3/1/31 Pool # C48133		7,077		7,102
6.5%, 1/1/32 Pool # C62333		31,169		35,805
3.5%, 8/1/32 Pool # C91485		258,207		271,933
5%, 7/1/33 Pool # A11325		349,885		393,390
4.5%, 6/1/34 Pool # C01856		939,048		1,026,081
5%, 4/1/35 Pool # A32315		54,848		61,447
5%, 4/1/35 Pool # A32316		58,624		65,757
6.5%, 11/1/36 Pool # C02660		19,581		22,494
5.5%, 11/1/37 Pool # A68787		297,813		342,134
5%, 9/1/38 Pool # G04815		15,723		17,457
5.5%, 12/1/38 Pool # G05267		1,190,011		1,342,430
5%, 2/1/39 Pool # G05572		494,595		552,161
5%, 10/1/39 Pool # A89335		1,402,186		1,571,558
3.5%, 11/1/40 Pool # G06168		951,393		996,654
4%, 10/1/41 Pool # Q04092		1,646,502		1,771,909
4.5%, 3/1/42 Pool # G07491		1,275,223		1,389,622
3%, 9/1/42 Pool # C04233		953,116		970,578
3%, 2/1/43 Pool # Q15767		173,912		177,089
3%, 4/1/43 Pool # V80025		664,330		676,338
3%, 4/1/43 Pool # V80026		670,281		682,334
4%, 1/1/45 Pool # G08624		1,971,505		2,105,967
3%, 12/15/26 Series 3978, Class B		4,636,000		4,803,921
				20,850,496
Ginnie Mae - 0.1%
8%, 10/20/15 Pool # 2995		456		457
6.5%, 2/20/29 Pool # 2714		16,900		20,012
6.5%, 4/20/31 Pool # 3068		8,140		9,800
4%, 4/15/39 Pool # 698089		88,209		95,363
				125,632
Total Mortgage Backed Securities
(Cost $51,253,632)				52,705,126
U.S. GOVERNMENT AND AGENCY OBLIGATIONS - 30.5%
Fannie Mae- 0.8%
2.000%, 6/28/27 (F)		650,000		648,901
3.000%, 5/24/32 (F)		1,250,000		1,251,942
				1,900,843
Federal Farm Credit Bank - 0.2%
5.875%, 10/3/16		500,000		537,369
Federal Home Loan Bank - 0.7%
0.625%, 11/27/18 (F)		1,500,000		1,502,406
Freddie Mac - 0.2%
5.000%, 2/16/17		450,000		484,819
U.S. Treasury Bonds - 5.0%
6.625%, 2/15/27		2,000,000		2,927,344
5.375%, 2/15/31		1,250,000		1,743,360
4.500%, 5/15/38		4,750,000		6,277,420
3.750%, 8/15/41		250,000		299,824
				11,247,948
U.S. Treasury Notes - 23.6%
0.375%, 10/31/16		2,750,000		2,746,348
2.750%, 11/30/16		5,000,000		5,178,515
0.875%, 1/31/17		2,500,000		2,515,040
3.125%, 1/31/17		3,800,000		3,972,782
0.750%, 3/15/17		3,600,000		3,612,377
2.375%, 7/31/17		2,200,000		2,283,186
1.875%, 10/31/17		3,000,000		3,081,798
4.250%, 11/15/17		2,550,000		2,772,926
2.625%, 1/31/18		3,000,000		3,144,609
2.750%, 2/28/18		3,000,000		3,156,564
3.875%, 5/15/18		2,750,000		2,992,773
1.375%, 2/28/19		3,000,000		3,018,984
3.625%, 8/15/19		2,750,000		3,015,117
2.625%, 11/15/20		1,350,000		1,424,355
3.125%, 5/15/21		3,750,000		4,061,426
2.125%, 8/15/21		3,650,000		3,735,549
2.750%, 2/15/24		2,500,000		2,655,860
				53,368,209
Total U.S. Government and Agency
Obligations (Cost $65,253,648)				69,041,594
		Shares
SHORT-TERM INVESTMENTS - 0.6%
State Street Institutional U.S. Government Money Market Fund		1,340,980		1,340,980
Total Short-Term Investments
(Cost $1,340,980)				1,340,980
TOTAL INVESTMENTS - 99.4%
(Cost $218,337,966**)				225,144,682
NET OTHER ASSETS AND LIABILITIES - 0.6%				1,386,965
TOTAL NET ASSETS - 100.0%			$	226,531,647

*	Non-income producing.
**	Aggregate cost for Federal tax purposes was $218,337,966.
(A)	Floating rate or variable rate note. Rate shown is as of April 30, 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 investors.”
(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 1.9% of total net assets.
(E)	In default. Issuer is bankrupt.
(F)	Stepped rate security. Rate shown is as of April 30, 2015.

AGM	Assured Guaranty Municipal Corp.
MTN	Medium Term Note.
NATL-RE	National Public Finance Guarantee Corp.
PLC	Public Limited Company.
PSF-GTD	Permanent School Fund Guaranteed.

See accompanying Notes to Financial Statements.

20

Madison Funds | April 30, 2015

 Madison Corporate Bond Fund Portfolio of Investments (unaudited)

	Par Value		Value (Note 2)
CORPORATE NOTES AND BONDS - 90.1%
Consumer Discretionary - 11.9%
Advance Auto Parts Inc., 4.5%, 12/1/23	$	50,000	$	53,006
Amazon.com Inc., 3.8%, 12/5/24		200,000		208,046
AutoZone Inc., 1.3%, 1/13/17		200,000		200,640
Comcast Corp., 6.45%, 3/15/37		300,000		395,107
DIRECTV Holdings LLC/DIRECTV Financing Co. Inc., 5%, 3/1/21		300,000		331,946
Discovery Communications LLC, 3.25%, 4/1/23		100,000		99,165
DR Horton Inc., 3.75%, 3/1/19		50,000		50,625
Georgia-Pacific LLC (A) (B), 3.163%, 11/15/21		100,000		101,620
GLP Capital L.P./GLP Financing II Inc., 4.875%, 11/1/20		25,000		25,438
Hasbro Inc., 3.15%, 5/15/21		200,000		203,842
Intelsat Jackson Holding SA (C), 5.5%, 8/1/23		50,000		47,062
Nissan Motor Acceptance Corp. (A) (B), 2.65%, 9/26/18		50,000		51,502
Priceline Group Inc./The, 3.65%, 3/15/25		200,000		203,808
QVC Inc., 3.125%, 4/1/19		200,000		201,112
Sirius XM Radio Inc (A) (B), 6%, 7/15/24		125,000		129,687
Target Corp., 5.375%, 5/1/17		300,000		326,479
Time Warner Inc., 6.25%, 3/29/41		250,000		310,259
Toll Brothers Finance Corp., 4%, 12/31/18		50,000		51,500
Viacom Inc., 3.25%, 3/15/23		100,000		98,185
Walgreens Boots Alliance Inc., 4.5%, 11/18/34		150,000		154,350
				3,243,379
Consumer Staples - 7.2%
Costco Wholesale Corp., 2.25%, 2/15/22		200,000		198,123
CVS Health Corp., 3.375%, 8/12/24		200,000		206,113
General Mills Inc., 5.65%, 2/15/19		200,000		226,251
JM Smucker Co./The (A) (B), 3.5%, 3/15/25		200,000		201,394
Kellogg Co., 1.875%, 11/17/16		300,000		304,545
Kraft Foods Group Inc., 3.5%, 6/6/22		200,000		204,464
Sysco Corp., 0.55%, 6/12/15		200,000		200,049
Sysco Corp., 3.5%, 10/2/24		150,000		154,200
Sysco Corp., 4.35%, 10/2/34		50,000		51,229
Wal-Mart Stores Inc., 3.25%, 10/25/20		200,000		213,833
				1,960,201
Energy - 12.0%
Access Midstream Partners L.P./ACMP Finance Corp., 4.875%, 5/15/23		100,000		101,457
Antero Resources Corp. (A) (B), 5.625%, 6/1/23		50,000		51,063
Calumet Specialty Products Partners L.P./Calumet Finance Corp., 6.5%, 4/15/21		100,000		99,500
Chevron Corp., 3.191%, 6/24/23		200,000		206,921
ConocoPhillips Co., 4.15%, 11/15/34		200,000		207,745
Devon Energy Corp., 5.6%, 7/15/41		100,000		115,461
Energy Transfer Partners L.P., 4.15%, 10/1/20		300,000		317,468
Enterprise Products Operating LLC, 4.45%, 2/15/43		200,000		196,211
Freeport-McMoran Oil & Gas LLC/FCX Oil & Gas Inc., 6.75%, 2/1/22		150,000		160,350
Helmerich & Payne International Drilling Co. (A) (B), 4.65%, 3/15/25		100,000		105,178
Kinder Morgan Energy Partners L.P., 2.65%, 2/1/19		50,000		50,083
Kinder Morgan Inc. (A) (B), 5%, 2/15/21		50,000		53,940
Marathon Oil Corp., 6%, 10/1/17		400,000		440,884
Marathon Petroleum Corp., 5.125%, 3/1/21		250,000		279,129
Phillips 66, 4.65%, 11/15/34		100,000		104,639
Phillips 66 Partners L.P., 3.605%, 2/15/25		200,000		198,352
Valero Energy Corp., 6.625%, 6/15/37		350,000		428,739
Williams Cos. Inc./The, 4.55%, 6/24/24		150,000		147,453
				3,264,573
Financials - 33.9%
Banks - 12.8%
Bank of America Corp., 2.6%, 1/15/19		100,000		101,543
Bank of America Corp., MTN, 3.3%, 1/11/23		200,000		200,455
BB&T Corp., MTN, 2.25%, 2/1/19		200,000		202,372
Capital One Financial Corp., 2.45%, 4/24/19		300,000		302,862
Fifth Third BanCorp, 2.3%, 3/1/19		300,000		302,980
Goldman Sachs Group Inc./The, 2.625%, 1/31/19		100,000		101,829
Goldman Sachs Group Inc./The, 3.625%, 1/22/23		200,000		205,406
Huntington National Bank/The, 2.2%, 4/1/19		300,000		300,189
JPMorgan Chase & Co., 4.25%, 10/15/20		100,000		108,549
JPMorgan Chase & Co., 3.125%, 1/23/25		200,000		197,336
KeyCorp, MTN, 5.1%, 3/24/21		250,000		282,696
Morgan Stanley, MTN, 37%, 10/23/24		200,000		204,562
PNC Funding Corp., 3.3%, 3/8/22		100,000		104,229
US Bancorp, MTN, 2.2%, 11/15/16		400,000		408,458
Wells Fargo & Co., 5.625%, 12/11/17		410,000		453,760
				3,477,226
Diversified Financial Services - 7.6%
AerCap Ireland Capital Ltd/AerCap Global Aviation Trust (A) (B) (C), 3.75%, 5/15/19		150,000		151,875
Affiliated Managers Group Inc., 4.25%, 2/15/24		300,000		316,962
Air Lease Corp., 3.875%, 4/1/21		50,000		51,625
Air Lease Corp., 3.75%, 2/1/22		200,000		202,373
American Express Co., 615%, 8/28/17		300,000		332,340
Apollo Management Holdings L.P. (A) (B), 4%, 5/30/24		250,000		255,712
General Electric Capital Corp., MTN, 6.75%, 3/15/32		425,000		584,500
Invesco Finance PLC (C), 4%, 1/30/24		50,000		52,846
Synchrony Financial, 3.75%, 8/15/21		100,000		103,212
				2,051,445
Insurance - 6.7%
Aflac Inc., 3.625%, 11/15/24		200,000		208,253
American International Group Inc., 3.875%, 1/15/35		200,000		194,724
Berkshire Hathaway Finance Corp., 5.4%, 5/15/18		400,000		448,678
Liberty Mutual Group Inc. (A) (B), 4.25%, 6/15/23		100,000		105,863
MetLife Inc., 3.6%, 4/10/24		300,000		313,147
New York Life Global Funding (A) (B), 1.95%, 2/11/20		200,000		199,521
ProAssurance Corp., 5.3%, 11/15/23		50,000		54,484
Prudential Financial Inc., MTN, 3.5%, 5/15/24		300,000		306,868
				1,831,538
Iron/Steel - 0.5%
Glencore Funding LLC (A) (B), 3.125%, 4/29/19		125,000		127,337
Machinery-Constr & Mining - 0.8%
Caterpillar Financial Services Corp., Series G, 2.45%, 9/6/18		200,000		205,837
Machinery-Diversified - 1.1%
John Deere Capital Corp., MTN, 1.4%, 3/15/17		300,000		303,301
Real Estate - 4.4%
HCP Inc., 2.625%, 2/1/20		250,000		251,184
Senior Housing Properties Trust, 3.25%, 5/1/19		200,000		203,017
Simon Property Group L.P., 4.125%, 12/1/21		400,000		437,478
Vornado Realty L.P., 2.5%, 6/30/19		100,000		101,112
WP Carey Inc., 4.6%, 4/1/24		200,000		206,992
				1,199,783
				9,196,467
Health Care - 6.7%
AbbVie Inc., 2%, 11/6/18		200,000		200,582
Actavis Funding SCS (C), 4.55%, 3/15/35		130,000		130,481
Baxter International Inc., 3.2%, 6/15/23		100,000		99,956
Express Scripts Holding Co., 4.75%, 11/15/21		200,000		222,391
Forest Laboratories Inc. (A) (B), 5%, 12/15/21		50,000		55,273
HCA Inc., 3.75%, 3/15/19		100,000		103,000
Laboratory Corp. of America Holdings, 3.6%, 2/1/25		200,000		199,246
Merck & Co. Inc., 3.875%, 1/15/21		300,000		327,629
Omnicare Inc., 4.75%, 12/1/22		150,000		163,875
Stryker Corp., 1.3%, 4/1/18		100,000		99,748
UnitedHealth Group Inc., 2.875%, 3/15/23		200,000		201,952
				1,804,133
Industrials - 5.3%
ADT Corp./The, 4.125%, 4/15/19		150,000		152,340
Burlington Northern Santa Fe LLC, 3.85%, 9/1/23		100,000		107,010
Burlington Northern Santa Fe LLC, 4.45%, 3/15/43		200,000		207,722
Caterpillar Inc., 5.2%, 5/27/41		20,000		23,393
CSX Corp., 6.15%, 5/1/37		20,000		25,560
Lockheed Martin Corp., 2.9%, 3/1/25		200,000		199,894
Norfolk Southern Corp., 3.25%, 12/1/21		300,000		311,790
Northrop Grumman Corp., 1.75%, 6/1/18		100,000		100,287
Textron Inc., 3.875%, 3/1/25		200,000		205,139
United Rentals North America Inc., 6.125%, 6/15/23		100,000		104,825
				1,437,960
Information Technology - 6.1%
Apple Inc., 1%, 5/3/18		100,000		99,476
Apple Inc., 2.4%, 5/3/23		200,000		194,784
CDW LLC/CDW Finance Corp., 5%, 9/1/23		50,000		51,500
Cisco Systems Inc., 3.625%, 3/4/24		150,000		159,065
eBay Inc., 1.35%, 7/15/17		200,000		199,620
First Data Corp. (A) (B), 7.375%, 6/15/19		100,000		103,875
Intel Corp., 1.95%, 10/1/16		200,000		203,665
Intuit Inc., 5.75%, 3/15/17		200,000		215,931
Microsoft Corp., 3.5%, 2/12/35		100,000		95,307
Oracle Corp., 5.75%, 4/15/18		300,000		337,663
				1,660,886
Materials - 3.2%
Agrium Inc. (C), 3.375%, 3/15/25		200,000		198,320
Alcoa Inc., 5.125%, 10/1/24		50,000		53,896
Dow Chemical Co./The, 4.125%, 11/15/21		300,000		324,313
Packaging Corp. of America, 3.65%, 9/15/24		300,000		302,414
				878,943
Telecommunication Services - 2.9%
AT&T Inc., 1.6%, 2/15/17		100,000		100,493
AT&T Inc., 4.75%, 5/15/46		75,000		73,323
Harris Corp., 5.054%, 4/27/45		200,000		200,404
Verizon Communications Inc., 5.15%, 9/15/23		200,000		225,730
Verizon Communications Inc., 4.4%, 11/1/34		200,000		196,385
				796,335

See accompanying Notes to Financial Statements.
	21

Madison Funds | April 30, 2015

 Madison Corporate Bond Fund Portfolio of Investments (unaudited) - continued

	Par Value		Value (Note 2)
CORPORATE NOTES AND BONDS - continued
Utilities - 0.9%
Black Hills Corp., 4.25%, 11/30/23	$	50,000	$	53,260
Dominion Resources Inc., Series B, 2.75%, 9/15/22		200,000		197,030
				250,290
Total Corporate Notes and Bonds
(Cost $23,761,241)				24,493,167
LONG TERM MUNICIPAL BONDS - 7.9%
Alabama Incentives Financing Authority Revenue, Series A, 5%, 9/1/29		200,000		226,762
Chicago IL O’Hare International Airport Revenue, Series A, (NATL-RE), 5%, 1/1/33		200,000		204,812
City of Oklahoma City OK Tax Allocation, Series B, 5%, 3/1/32		200,000		227,644
County of Bexar TX, General Obligation, Series C, 6.628%, 6/15/39		200,000		226,990
County of King WA Sewer Revenue, (AGM), 5%, 1/1/36		130,000		137,718
County of Palm Beach FL Revenue, 5%, 11/1/33		200,000		216,438
Dallas/Fort Worth International Airport Revenue, Series G, 5%, 11/1/29		200,000		227,696
Desert Community College District CA, General Obligation, Series B, (AGM), 5%, 8/1/32		200,000		216,550
Las Vegas Valley Water District, General Obligation, Series A, 7.1%, 6/1/39		200,000		231,090
Orange County Health Facilities Authority Revenue, 5%, 1/1/29		200,000		221,194
Total Long Term Municipal Bonds
(Cost $2,115,909)				2,136,894
		Shares
SHORT-TERM INVESTMENTS – 1.6%
State Street Institutional U.S. Government Money Market Fund		423,005		423,005
Total Short-Term Investments
(Cost $423,005)				423,005
TOTAL INVESTMENTS - 99.6% (Cost $26,300,155**)				27,053,066
NET OTHER ASSETS AND LIABILITIES - 0.4%				116,661
TOTAL NET ASSETS - 100.0%			$	27,169,727

**	Aggregate cost for Federal tax purposes was $26,300,155.
(A)	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 investors.”
(B)	Illiquid security (See Note 2).
(C)	Notes and bonds, issued by foreign entities, denominated in U.S. dollars. The aggregate of these securities is 2.1% of total net assets.

AGM	Assured Guaranty Municipal Corp.
MTN	Medium Term Note.
NATL-RE	National Public Finance Guarantee Corp.
PLC	Public Limited Company.

 Madison High Income Fund Portfolio of Investments (unaudited)

	Par Value		Value (Note 2)
CORPORATE NOTES AND BONDS - 94.1%
Consumer Discretionary - 22.8%
Burger King (A) (B), 6%, 4/1/22	$	300,000	$	309,750
Cablevision Systems Corp., 5.875%, 9/15/22		100,000		106,000
CCO Holdings LLC/CCO Holdings Capital Corp., 6.5%, 4/30/21		400,000		415,650
Cequel Communications Holdings I LLC/Cequel Capital Corp. (A), 5.125%, 12/15/21		250,000		250,362
Cumulus Media Holdings Inc., 7.75%, 5/1/19		500,000		481,250
DISH DBS Corp., 6.75%, 6/1/21		200,000		211,766
DISH DBS Corp., 5.875%, 11/15/24		100,000		98,500
Fiat Chrysler Automobiles N.V. (A) (B), 4.5%, 4/15/20		250,000		251,625
Group 1 Automotive Inc. (A), 5%, 6/1/22		300,000		301,500
Mediacom LLC/Mediacom Capital Corp., 7.25%, 2/15/22		100,000		107,000
MGM Resorts International, 6%, 3/15/23		150,000		155,344
Nexteer Automotive Group Ltd. (A) (B), 5.875%, 11/15/21		250,000		258,750
Outfront Media Capital LLC/Outfront Media Capital Corp., 5.625%, 2/15/24		500,000		520,625
Penske Automotive Group Inc., 5.75%, 10/1/22		250,000		262,500
Pinnacle Entertainment Inc., 8.75%, 5/15/20		200,000		210,250
Scientific Games International Inc., 6.25%, 9/1/20		350,000		254,625
Sinclair Television Group Inc., 6.375%, 11/1/21		400,000		423,000
Sirius XM Radio Inc. (A), 5.875%, 10/1/20		250,000		260,937
Sirius XM Radio Inc. (A), 4.625%, 5/15/23		250,000		242,500
Univision Communications Inc. (A), 6.75%, 9/15/22		497,000		533,679
UPCB Finance V Ltd. (A) (B), 6.875%, 1/15/22		250,000		268,750
Viking Cruises Ltd. (A) (B), 8.5%, 10/15/22		300,000		332,610
WMG Acquisition Corp. (A), 6.75%, 4/15/22		400,000		380,000
				6,636,973
Consumer Staples - 1.8%
Dole Food Co. Inc. (A), 7.25%, 5/1/19		500,000		511,250
Energy - 12.0%
American Energy-Permian Basin LLC/AEPB
Finance Corp. (A) (C), 6.779%, 8/1/19		200,000		150,000
Berry Petroleum Co. LLC, 6.75%, 11/1/20		200,000		167,000
California Resources Corp., 5.5%, 9/15/21		100,000		94,750
California Resources Corp., 6%, 11/15/24		100,000		94,000
Chaparral Energy Inc., 8.25%, 9/1/21		500,000		405,000
Exterran Partners L.P./EXLP Finance Corp., 6%, 10/1/22		250,000		243,750
Jupiter Resources Inc. (A) (B), 8.5%, 10/1/22		150,000		126,750
Linn Energy LLC/Linn Energy Finance Corp., 6.5%, 5/15/19		100,000		87,250
Linn Energy LLC/Linn Energy Finance Corp., 6.5%, 9/15/21		200,000		163,000
Memorial Production Partners L.P./Memorial Production Finance Corp., 7.625%, 5/1/21		300,000		293,250
Memorial Production Partners L.P./Memorial Production Finance Corp. (A), 6.875%, 8/1/22		300,000		281,250
QEP Resources Inc., 5.375%, 10/1/22		250,000		253,125
QEP Resources Inc., 5.25%, 5/1/23		250,000		250,630
Southern Star Central Corp. (A), 5.125%, 7/15/22		500,000		520,000
Tesoro Logistics L.P./Tesoro Logistics Finance Corp. (A), 6.25%, 10/15/22		100,000		106,125
Unit Corp., 6.625%, 5/15/21		250,000		240,000
				3,475,880
Financials - 6.2%
Ally Financial Inc., 3.75%, 11/18/19		300,000		298,380
Communications Sales & Leasing Inc. (A), 8.25%, 10/15/23		100,000		102,625
Geo Group Inc./The, 5.875%, 10/15/24		200,000		212,500
Iron Mountain Inc., 6%, 8/15/23		150,000		159,750
Iron Mountain Inc., 5.75%, 8/15/24		350,000		362,268
MPT Operating Partnership L.P./MPT Finance Corp., 6.875%, 5/1/21		350,000		376,250
Nationstar Mortgage LLC/Nationstar Capital Corp., 6.5%, 7/1/21		300,000		292,500
				1,804,273
Health Care - 9.4%
Acadia Healthcare Co. Inc., 5.125%, 7/1/22		250,000		249,375
CHS/Community Health Systems Inc., 6.875%, 2/1/22		300,000		318,375
Endo Finance LLC & Endo FinCo. Inc. (A), 7%, 12/15/20		500,000		526,250
Grifols Worldwide Operations Ltd. (A) (B), 5.25%, 4/1/22		250,000		255,625
Hologic Inc., 6.25%, 8/1/20		300,000		310,875
Mallinckrodt International Finance S.A. (B), 4.75%, 4/15/23		300,000		287,250
MPH Acquisition Holdings LLC (A), 6.625%, 4/1/22		250,000		262,502
Par Pharmaceutical Cos. Inc., 7.375%, 10/15/20		200,000		213,750
Valeant Pharmaceuticals International Inc. (A) (B), 5.625%, 12/1/21		300,000		307,500
				2,731,502
Industrials - 12.5%
ACCO Brands Corp., 6.75%, 4/30/20		200,000		210,500
Ashtead Capital Inc. (A), 6.5%, 7/15/22		250,000		267,657
Avis Budget Car Rental LLC/Avis Budget Finance Inc. (A), 5.25%, 3/15/25		250,000		247,500
Bombardier Inc. (A) (B), 6.125%, 1/15/23		250,000		238,925
Brand Energy & Infrastructure Services Inc. (A) (D), 8.5%, 12/1/21		250,000		238,750
Building Materials Corp. of America (A), 5.375%, 11/15/24		250,000		256,250
Casella Waste Systems Inc., 7.75%, 2/15/19		200,000		204,000
Clean Harbors Inc., 5.125%, 6/1/21		150,000		153,000
FTI Consulting Inc., 6%, 11/15/22		500,000		532,500
Gates Global LLC/Gates Global Co. (A), 6%, 7/15/22		350,000		326,375
Hertz Corp./The, 6.75%, 4/15/19		250,000		258,698
Hertz Corp./The, 5.875%, 10/15/20		100,000		101,750
Nortek Inc., 8.5%, 4/15/21		250,000		270,000

See accompanying Notes to Financial Statements.

22

Madison Funds | April 30, 2015

 Madison High Income Fund Portfolio of Investments (unaudited) - continued

	Par Value		Value (Note 2)
CORPORATE NOTES AND BONDS - continued
Industrials - continued
Spirit AeroSystems Inc., 5.25%, 3/15/22	$	200,000	$	208,500
Summit Materials LLC / Summit Materials Finance Corp., 10.5%, 1/31/20		54,000		58,995
United Rentals North America Inc., 8.25%, 2/1/21		69,000		74,434
				3,647,834
Information Technology - 8.8%
Alliance Data Systems Corp. (A), 6.375%, 4/1/20		400,000		416,000
Belden Inc (A), 5.5%, 9/1/22		500,000		513,750
CommScope Holding Co. Inc. (A), 6.625%, 6/1/20		250,000		255,950
Hughes Satellite Systems Corp., 7.625%, 6/15/21		150,000		167,250
Micron Technology Inc. (A), 5.25%, 1/15/24		150,000		148,500
NCR Corp., 6.375%, 12/15/23		150,000		157,875
SunGard Data Systems Inc., 7.375%, 11/15/18		246,000		255,840
Syniverse Holdings Inc., 9.125%, 1/15/19		275,000		258,500
ViaSat Inc., 6.875%, 6/15/20		370,000		393,425
				2,567,090
Materials - 7.2%
Greif Inc., 6.75%, 2/1/17		250,000		266,250
INEOS Group Holdings S.A. (A) (B), 5.875%, 2/15/19		200,000		202,500
Murray Energy Corp. (A), 1.125%, 4/15/21		200,000		203,500
Polymer Group Inc. (A), 6.875%, 6/1/19		125,000		118,750
Rayonier AM Products Inc. (A), 5.5%, 6/1/24		450,000		396,000
Reynolds Group Issuer Inc./ Reynolds Group Issuer LLC / Reynolds Group Issuer Lu, 5.75%, 10/15/20		400,000		418,000
Steel Dynamics Inc. (A), 5.5%, 10/1/24		250,000		258,125
Tronox Finance LLC, 6.375%, 8/15/20		225,000		220,500
				2,083,625
Telecommunication Services - 5.5%
Altice S.A. (A) (B), 7.625%, 2/15/25		250,000		252,825
GCI Inc. (A), 6.875%, 4/15/25		150,000		153,750
Level 3 Financing Inc., 8.125%, 7/1/19		50,000		52,550
SBA Telecommunications Inc., 5.75%, 7/15/20		300,000		314,250
Sprint Corp., 7.125%, 6/15/24		300,000		288,375
Sprint Corp., 7.625%, 2/15/25		150,000		147,510
T-Mobile USA Inc., 6.633%, 4/28/21		300,000		316,500
Windstream Corp., 6.375%, 8/1/23		100,000		88,250
				1,614,010
Utilities - 7.9%
AES Corp./VA, 5.5%, 3/15/24		400,000		400,000
AmeriGas Finance LLC / AmeriGas Finance Corp., 7%, 5/20/22		400,000		428,400
Calpine Corp., 5.5%, 2/1/24		250,000		250,000
Dynegy Inc (A), 7.625%, 11/1/24		150,000		161,250
Ferrellgas L.P. / Ferrellgas Finance Corp., 6.75%, 1/15/22		400,000		411,000
NRG Energy Inc., 8.25%, 9/1/20		200,000		211,000
NRG Energy Inc., 6.25%, 5/1/24		200,000		204,500
Suburban Propane Partners L.P. / Suburban Energy Finance Corp., 7.375%, 8/1/21		227,000		244,025
				2,310,175
Total Corporate Notes and Bonds
(Cost $27,154,423)				27,382,612
		Shares
SHORT-TERM INVESTMENTS - 4.1%
State Street Institutional U.S. Government Money Market Fund		1,180,931		1,180,931
Total Short-Term Investments
(Cost $1,180,931)				1,180,931
TOTAL INVESTMENTS - 98.2% (Cost $28,335,354**)				28,563,543
NET OTHER ASSETS AND LIABILITIES - 1.8%				519,782
TOTAL NET ASSETS — 100.0%			$	29,083,325

**	Aggregate cost for Federal tax purposes was $28,335,354.
(A)	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 investors.”
(B)	Notes and bonds, issued by foreign entities, denominated in U.S. dollars. The aggregate of these securities is 10.6% of total net assets.
(C)	Floating rate or variable rate note. Rate shown is as of April 30, 2015.
(D)	Illiquid security (See Note 2).

 Madison Diversified Income Fund Portfolio of Investments (unaudited)

	Shares		Value (Note 2)
COMMON STOCKS - 54.6%
Consumer Discretionary - 5.2%
Home Depot Inc./The	17,000	$	1,818,660
Johnson Controls Inc.	16,500		831,270
McDonald’s Corp.	28,500		2,751,675
Omnicom Group Inc.	11,500		871,240
Time Warner Inc.	18,000		1,519,380
			7,792,225
Consumer Staples - 8.9%
Coca-Cola Co./The	45,000		1,825,200
General Mills Inc.	33,500		1,853,890
JM Smucker Co./The	11,500		1,333,080
Mondelez International Inc., Class A	33,500		1,285,395
Nestle S.A., ADR	26,700		2,072,454
PepsiCo. Inc.	15,000		1,426,800
Procter & Gamble Co./The	31,000		2,464,810
Wal-Mart Stores Inc.	15,500		1,209,775
			13,471,404
Energy - 5.4%
Chevron Corp.	25,000		2,776,500
ConocoPhillips	11,000		747,120
Exxon Mobil Corp.	27,500		2,402,675
Occidental Petroleum Corp.	8,500		680,850
Schlumberger Ltd.	16,000		1,513,760
			8,120,905
Financials - 7.8%
BB&T Corp.	33,500		1,282,715
MetLife Inc.	24,500		1,256,605
Northern Trust Corp.	16,000		1,170,400
Travelers Cos. Inc./The	31,500		3,184,965
US Bancorp	51,500		2,207,805
Wells Fargo & Co.	47,000		2,589,700
			11,692,190
Health Care - 10.1%
Amgen Inc.	7,500		1,184,325
Baxter International Inc.	18,500		1,271,690
Johnson & Johnson	27,500		2,728,000
Medtronic PLC	33,600		2,501,520
Merck & Co. Inc.	35,000		2,084,600
Novartis AG, ADR	10,500		1,068,900
Pfizer Inc.	90,000		3,053,700
Quest Diagnostics Inc.	18,500		1,321,270
			15,214,005
Industrials - 6.7%
3M Co.	8,500		1,329,315
Boeing Co./The	18,200		2,608,788
General Electric Co.	50,500		1,367,540
United Parcel Service Inc., Class B	21,500		2,161,395
United Technologies Corp.	15,000		1,706,250
Waste Management Inc.	19,500		965,835
			10,139,123
Information Technology - 6.6%
Accenture PLC, Class A	27,000		2,501,550
Automatic Data Processing Inc.	10,000		845,400
Intel Corp.	33,500		1,090,425
Linear Technology Corp.	23,000		1,060,990
Microsoft Corp.	40,000		1,945,600
Oracle Corp.	23,000		1,003,260
QUALCOMM Inc.	21,000		1,428,000
			9,875,225
Materials - 1.1%
Praxair Inc.	14,000		1,707,020
Telecommunication Service - 1.7%
Verizon Communications Inc.	52,000		2,622,880
Utilities - 1.1%
Duke Energy Corp.	21,000		1,628,970
Total Common Stocks
(Cost $62,408,946)			82,263,947
	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		103,298
Ally Master Owner Trust, Series 2014-4, Class A2, 1.43%, 6/17/19	225,000		225,871
CNH Equipment Trust, Series 2014-A, Class A3, 0.84%, 5/15/19	175,000		174,923
Ford Credit Auto Owner Trust, Series 2014-A, Class A3, 0.79%, 5/15/18	225,000		225,143
Hyundai Auto Receivables Trust, Series 2014-A, Class A3, 0.79%, 7/16/18	100,000		100,071
Mercedes-Benz Auto Lease Trust, Series 2014-A, Class A4, 0.9%, 12/16/19	325,000		325,159
Santander Drive Auto Receivables Trust, Series 2012-6, Class B, 1.33%, 5/15/17	62,920		62,942
Santander Drive Auto Receivables Trust, Series 2013-3 Class B, 1.19%, 5/15/18	125,000		125,214

See accompanying Notes to Financial Statements.
	23

Madison Funds | April 30, 2015

Madison Diversified Income Fund Portfolio of Investments (unaudited) - continued

	Par Value		Value (Note 2)
ASSET BACKED SECURITIES- continued
Santander Drive Auto Receivables Trust, Series 2013-5, Class C, 2.25%, 6/17/19	$	250,000	$	253,050
Volkswagen Auto Lease Trust, Series 2014-A, Class A3, 0.8%, 4/20/17		150,000		150,107
Volvo Financial Equipment LLC, Series 2014-1A, Class A3 (B) (C), 0.82%, 4/16/18		125,000		124,826
Total Asset Backed Securities
(Cost $1,867,362)				1,870,604
COMMERCIAL MORTGAGE-BACKED
SECURITIES-0.6%
Fannie Mae-Aces, Series 2013-M12, Class APT (A), 2.465%, 3/25/23		334,337		337,876
FREMF Mortgage Trust, Series 2012-K708, Class B (A) (B) (C), 3.887%, 2/25/45		300,000		312,682
Morgan Stanley Capital I Trust, Series 2005-IQ10, Class A4A (A), 5.23%, 9/15/42		213,752		214,095
Total Commercial Mortgage-Backed
Securities (Cost $866,025)				864,653
CORPORATE NOTES AND BONDS - 15.1%
Consumer Discretionary - 2.2%
AARP, Inc. (B) (C), 7.5%, 5/1/31		750,000		1,042,540
Advance Auto Parts Inc., 4.5%, 12/1/23		500,000		530,057
Amazon.com Inc., 3.3%, 12/5/21		200,000		207,534
ERAC USA Finance LLC (B) (C), 6.7%, 6/1/34		325,000		407,429
GLP Capital L.P. / GLP Financing II Inc., 4.875%, 11/1/20		125,000		127,188
Royal Caribbean Cruises Ltd (D), 7.25%, 6/15/16		400,000		424,000
Time Warner Inc., 4.75%, 3/29/21		400,000		445,299
Walgreens Boots Alliance Inc., 4.5%, 11/18/34		155,000		159,495
				3,343,542
Consumer Staples - 0.6%
Coca-Cola Co./The, 2.45%, 11/1/20		500,000		513,936
CVS Health Corp., 5.75%, 6/1/17		248,000		271,490
Sysco Corp., 4.35%, 10/2/34		150,000		153,687
				939,113
Energy - 2.1%
Access Midstream Partners L.P. / ACMP Finance Corp., 4.875%, 5/15/23		250,000		253,642
Antero Resources Corp. (B) (C), 5.625%, 6/1/23		150,000		153,187
ConocoPhillips Co., 4.15%, 11/15/34		500,000		519,363
Energy Transfer Partners L.P., 4.15%, 10/1/20		200,000		211,645
Enterprise Products Operating LLC, 5.2%, 9/1/20		450,000		510,356
Freeport-McMoran Oil & Gas LLC / FCX Oil & Gas Inc., 6.75%, 2/1/22		250,000		267,250
Hess Corp., 7.875%, 10/1/29		150,000		196,160
Marathon Oil Corp., 6%, 10/1/17		300,000		330,663
Phillips 66, 4.65%, 11/15/34		200,000		209,279
Transocean Inc. (D), 7.5%, 4/15/31		400,000		325,875
Williams Cos Inc./The, 4.55%, 6/24/24		250,000		245,755
				3,223,175
Financials - 2.1%
Air Lease Corp., 3.75%, 2/1/22		300,000		303,559
American Express Credit Corp., MTN, 2.375%, 3/24/17		90,000		92,318
Capital One Financial Corp., 2.45%, 4/24/19		200,000		201,908
Fifth Third Bancorp, 2.3%, 3/1/19		275,000		277,732
Glencore Funding LLC (B) (C), 3.125%, 4/29/19		265,000		269,956
Goldman Sachs Group Inc./The, 2.625%, 1/31/19		500,000		509,147
HCP Inc., MTN, 6.7%, 1/30/18		185,000		208,805
HCP Inc., 3.4%, 2/1/25		150,000		145,673
Health Care REIT Inc., 4.5%, 1/15/24		200,000		213,914
Huntington National Bank/The, 2.2%, 4/1/19		400,000		400,252
Lehman Brothers Holdings Inc.* (E), 5.75%, 1/3/17		410,000		41
New York Life Global Funding (B) (C), 1.95%, 2/11/20		300,000		299,281
Synchrony Financial, 3.75%, 8/15/21		250,000		258,029
				3,180,615
Health Care - 2.4%
AbbVie Inc., 2%, 11/6/18		300,000		300,873
Actavis Funding SCS (D), 4.75%, 3/15/45		150,000		151,641
Amgen Inc., 5.85%, 6/1/17		1,050,000		1,147,060
Baxter International Inc., 3.2%, 6/15/23		400,000		399,825
Eli Lilly & Co., 6.57%, 1/1/16		300,000		312,131
Genentech Inc., 5.25%, 7/15/35		195,000		239,186
HCA Inc., 3.75%, 3/15/19		150,000		154,500
Merck Sharp & Dohme Corp., 5.75%, 11/15/36		220,000		279,266
UnitedHealth Group Inc., 2.875%, 3/15/23		400,000		403,905
Wyeth LLC, 6.5%, 2/1/34		150,000		198,733
				3,587,120
Industrials - 1.5%
Boeing Co./The, 8.625%, 11/15/31		150,000		234,750
Burlington Northern Santa Fe LLC, 8.125%, 4/15/20		175,000		220,302
Caterpillar Inc., 3.9%, 5/27/21		450,000		490,708
Danaher Corp., 3.9%, 6/23/21		450,000		491,932
Norfolk Southern Corp., 5.59%, 5/17/25		239,000		284,840
Norfolk Southern Corp., 7.05%, 5/1/37		260,000		359,158
United Rentals North America Inc., 4.625%, 7/15/23		150,000		152,064
				2,233,754
Information Technology - 1.5%
Apple Inc., 2.4%, 5/3/23		450,000		438,264
Broadridge Financial Solutions Inc., 3.95%, 9/1/20		450,000		474,581
Cisco Systems Inc., 5.5%, 2/22/16		240,000		249,712
EMC Corp., 2.65%, 6/1/20		200,000		204,948
First Data Corp. (B) (C), 7.375%, 6/15/19		200,000		207,750
International Business Machines Corp., 1.875%, 8/1/22		400,000		379,293
Thomson Reuters Corp. (D), 4.3%, 11/23/23		225,000		240,451
				2,194,999
Materials - 0.2%
Westvaco Corp., 8.2%, 1/15/30		175,000		242,984
Telecommunication Services - 0.9%
AT&T Inc., 4.75%, 5/15/46		75,000		73,323
Comcast Cable Communications Holdings Inc., 9.455%, 11/15/22		415,000		599,146
Harris Corp., 5.054%, 4/27/45		250,000		250,505
Verizon Communications Inc., 5.15%, 9/15/23		400,000		451,461
				1,374,435
Utilities - 1.6%
Interstate Power & Light Co., 6.25%, 7/15/39		175,000		242,241
Nevada Power Co., Series R, 6.75%, 7/1/37		400,000		557,627
Sierra Pacific Power Co., Series M, 6%, 5/15/16		126,000		132,774
Southwestern Electric Power Co., Series E, 5.55%, 1/15/17		500,000		536,986
Wisconsin Electric Power Co., 6.5%, 6/1/28		750,000		982,948
				2,452,576
Total Corporate Notes and Bonds
(Cost $21,515,808)				22,772,313
LONG TERM MUNICIPAL BONDS - 1.6%
Dallas/Fort Worth International Airport Revenue, Series G, 5%, 11/1/29		300,000		341,544
District of Columbia Water & Sewer Authority Revenue, Series A, (ASSURED GTY), 5%, 10/1/34		300,000		330,522
Jacksonville FL Sales Tax Revenue, Series A, 5%, 10/1/29		300,000		344,508
Metropolitan Water District of Southern California Revenue, 6.538%, 7/1/39		300,000		344,724
Northside Independent School District, General Obligation, Series B, (PSF-GTD), 5.741%, 8/15/35		325,000		359,375
Rancho Water District Financing Authority Revenue, Series A, 6.337%, 8/1/40		350,000		403,147
State of Iowa Revenue, 6.75%, 6/1/34		250,000		288,568
Total Long Term Municipal Bonds
(Cost $2,363,280)				2,412,388
MORTGAGE BACKED SECURITIES - 9.0%
Fannie Mae - 6.0%
5.5%, 4/1/16 Pool # 745444		9,282		9,732
6%, 5/1/16 Pool # 582558		2,363		2,399
5%, 12/1/17 Pool # 672243		40,314		42,349
5%, 5/1/20 Pool # 813965		77,296		83,435
4.5%, 9/1/20 Pool # 835465		89,408		94,141
6%, 5/1/21 Pool # 253847		16,860		19,241
3.5%, 8/1/26 Pool # AL0787		330,839		351,622
3%, 5/1/27 Pool # AL1715		385,910		404,549
3.5%, 8/1/29 Pool # MA2003		351,063		372,989
7%, 12/1/29 Pool # 762813		9,152		10,143
7%, 11/1/31 Pool # 607515		14,920		17,674
3.5%, 12/1/31 Pool # MA0919		602,231		638,055
7%, 5/1/32 Pool # 644591		2,876		3,241
5.5%, 10/1/33 Pool # 254904		95,776		109,022
5%, 6/1/34 Pool # 255230		73,957		82,799
7%, 7/1/34 Pool # 792636		5,228		5,486
4%, 2/1/35 Pool # MA2177		640,529		691,385
5%, 8/1/35 Pool # 829670		84,151		93,758
5%, 9/1/35 Pool # 820347		107,929		122,493
5%, 9/1/35 Pool # 835699		104,938		119,001
5%, 11/1/35 Pool # 844809		39,319		43,826
5%, 12/1/35 Pool # 850561		44,138		49,188
5.5%, 9/1/36 Pool # 831820		190,141		219,432
6%, 9/1/36 Pool # 831741		151,509		172,901
5.5%, 10/1/36 Pool # 901723		90,035		101,837
5.5%, 12/1/36 Pool # 903059		130,047		149,682
5.5%, 7/1/41 Pool # AL6588		365,509		415,354
3.5%, 6/1/42 Pool # AO4134		451,920		475,122
4%, 6/1/42 Pool # MA1087		375,055		401,709
3.5%, 8/1/42 Pool # AO8100		334,392		350,871
3.5%, 8/1/42 Pool # AP2133		336,936		353,497
3%, 2/1/43 Pool # AB8486		435,705		444,549
3%, 2/1/43 Pool # AB8563		260,202		265,449
3%, 2/1/43 Pool # AL3072		440,895		450,081
3%, 3/1/43 Pool # AB8818		439,940		448,877
4%, 1/1/45 Pool # MA2145		666,388		712,991
4.5%, 2/1/45 Pool # MA2193		492,948		540,946
5.5%, 9/25/35 Series 2005-79, Class LT		171,162		192,784
				9,062,610

See accompanying Notes to Financial Statements.

24

Madison Funds | April 30, 2015

Madison Diversified Income Fund Portfolio of Investments (unaudited) - continued

	Par Value		Value (Note 2)
MORTGAGE BACKED SECURITIES- continued
Freddie Mac - 2.9%
3%, 8/1/27 Pool # J19899	$	356,630	$	375,701
8%, 6/1/30 Pool # C01005		2,455		3,132
6.5%, 1/1/32 Pool # C62333		46,753		53,708
5%, 7/1/33 Pool # A11325		249,918		280,993
5%, 4/1/35 Pool # A32315		36,200		40,555
5%, 4/1/35 Pool # A32316		33,184		37,221
5%, 2/1/39 Pool # G05572		494,595		552,161
3.5%, 11/1/40 Pool # G06168		504,670		528,678
4%, 10/1/41 Pool # Q04092		389,173		418,815
3%, 8/1/42 Pool # G08502		390,003		397,146
3%, 9/1/42 Pool # C04233		394,824		402,057
3%, 4/1/43 Pool # V80025		442,887		450,892
3%, 4/1/43 Pool # V80026		446,854		454,890
4%, 1/1/45 Pool # G08624		394,301		421,194
				4,417,143
Ginnie Mae - 0.1%
8%, 10/20/15 Pool # 2995		298		299
6.5%, 2/20/29 Pool # 2714		23,660		28,017
6.5%, 4/20/31 Pool # 3068		13,567		16,333
				44,649
Total Mortgage Backed Securities
(Cost $13,230,458)				13,524,402
U.S. GOVERNMENT AND AGENCY
OBLIGATIONS - 12.8%
Fannie Mae - 0.3%
2.000%, 6/28/27 (F)		400,000		399,324
U.S. Treasury Bonds - 1.2%
6.625%, 2/15/27		860,000		1,258,758
3.000%, 5/15/42		500,000		525,039
				1,783,797
U.S. Treasury Notes - 11.3%
4.250%, 8/15/15		500,000		506,133
1.375%, 11/30/15		2,000,000		2,014,532
3.125%, 1/31/17		1,750,000		1,829,571
2.375%, 7/31/17		700,000		726,468
4.250%, 11/15/17		2,100,000		2,283,586
3.125%, 5/15/19		1,000,000		1,073,359
1.625%, 8/31/19		2,000,000		2,024,844
3.375%, 11/15/19		2,000,000		2,175,624
2.625%, 11/15/20		2,000,000		2,110,156
1.750%, 5/15/22		1,600,000		1,594,499
2.500%, 8/15/23		750,000		782,988
				17,121,760
Total U.S. Government and Agency
Obligations (Cost $18,786,814)				19,304,881
		Shares
SHORT-TERM INVESTMENTS - 5.1%
State Street Institutional U.S. Government
Money Market Fund		7,735,773		7,735,773
Total Short-Term Investments
(Cost $7,735,773)				7,735,773
TOTAL INVESTMENTS - 100.0%
(Cost $128,774,466**)			$	150,748,961
NET OTHER ASSETS AND LIABILITIES - 0.0%				60,917
TOTAL NET ASSETS - 100.0%			$	150,809,878

*	Non-income producing.
**	Aggregate cost for Federal tax purposes was $128,947,195.
(A)	Floating rate or variable rate note. Rate shown is as of April 30, 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 investors”.
(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 0.8% of total net assets.
(E)	In default. Issuer is bankrupt.
(F)	Stepped rate security. Rate shown is as of April 30, 2015.

ADR	American Depositary Receipt
ASSURED GTY	Assured Guaranty
MTN	Medium Term Note
PLC	Public Limited Company
PSF-GTD	Permanent School Fund Guaranteed
REIT	Real Estate Investment Trust

Madison Covered Call & Equity Income Fund (formerly Madison Equity Income Fund) Portfolio of Investments (unaudited)

	Shares		Value (Note 2)
COMMON STOCKS - 70.0%
Consumer Discretionary - 11.0%
Amazon.com Inc.* (A)		4,000	$	1,687,120
CBS Corp., Class B (A)		24,200		1,503,546
Discovery Communications Inc., Class A* (A)		17,600		569,536
Discovery Communications Inc., Class C*		31,500		952,245
Priceline Group Inc./The* (A)		1,200		1,485,372
Starbucks Corp., (A)		14,800		733,784
				6,931,603
Consumer Staples - 4.4%
Diageo PLC, ADR (A)		12,200		1,354,444
General Mills Inc. (A)		25,600		1,416,704
				2,771,148
Energy - 10.8%
Apache Corp. (A)		19,700		1,347,480
Baker Hughes Inc.		23,600		1,615,656
Cameron International Corp.* (A)		25,100		1,375,982
EOG Resources Inc. (A)		10,300		1,019,185
Occidental Petroleum Corp. (A)		18,800		1,505,880
				6,864,183
Financials - 6.8%
Progressive Corp./The (A)		45,700		1,218,362
State Street Corp. (A)		18,900		1,457,568
T. Rowe Price Group Inc. (A)		20,300		1,647,954
				4,323,884
Health Care - 7.7%
Baxter International Inc. (A)		18,300		1,257,942
Catamaran Corp.*		15,400		913,990
Express Scripts Holding Co.* (A)		11,100		959,040
Gilead Sciences Inc.* (A)		7,600		763,876
Varian Medical Systems Inc.*		10,700		950,695
				4,845,543
Industrials - 5.9%
Danaher Corp. (A)		18,300		1,498,404
Jacobs Engineering Group Inc.* (A)		20,900		895,774
United Technologies Corp. (A)		11,800		1,342,250
				3,736,428
Information Technology - 22.3%
Accenture PLC, Class A (A)		6,100		565,165
Altera Corp. (A)		42,500		1,771,400
Apple Inc. (A)		9,900		1,238,985
eBay Inc.* (A)		30,800		1,794,408
EMC Corp. (A)		48,900		1,315,899
Google Inc., Class C* (A)		3,610		1,939,734
Linear Technology Corp. (A)		13,700		631,981
Microsoft Corp. (A)		44,800		2,179,072
Nuance Communications Inc.* (A)		20,000		306,600
Oracle Corp. (A)		21,400		933,468
QUALCOMM Inc. (A)		21,100		1,434,800
				14,111,512
Telecommunication Service - 1.1%
Verizon Communications Inc. (A)		13,600		685,984
Total Common Stocks
(Cost $43,611,929)				44,270,285
EXCHANGE TRADED FUNDS - 9.0%
Powershares QQQ Trust Series 1 (A)		17,500		1,883,525
SPDR Gold Shares*		16,300		1,849,561
SPDR S&P 500 ETF Trust (A)		9,200		1,918,384
Total Exchange Traded Funds
(Cost $5,700,237)				5,651,470
		Contracts
PUT OPTIONS PURCHASED - 0.6%
S&P 500 Index, Put, Jun 2015, $2,050		126		388,710
Total Put Options Purchased
(Cost $363,006)				388,710
		Par Value
U.S. GOVERNMENT AND AGENCY
OBLIGATIONS - 9.5%
U.S. Treasury Bill (B) (C), 0.02%, 5/28/15	$	6,000,000		5,999,910
Total U.S. Government and Agency
Obligations (Cost $5,999,910)				5,999,910

See accompanying Notes to Financial Statements.
	25

Madison Funds | April 30, 2015

Madison Covered Call & Equity Income Fund (formerly Madison Equity Income Fund) Portfolio of Investments (unaudited) - continued

	Shares		Value (Note 2)
SHORT-TERM INVESTMENTS - 15.5%
State Street Institutional U.S. Government Money Market Fund		9,788,669	$	9,788,669
Total Short-Term Investments
(Cost $9,788,669)				9,788,669
TOTAL INVESTMENTS - 104.6%
(Cost $65,463,751**)				66,099,044
NET OTHER ASSETS AND LIABILITIES - (2.2%)				(1,396,577	)
TOTAL CALL & PUT OPTIONS WRITTEN - (2.4%)				(1,489,813	)
TOTAL NET ASSETS - 100.0%			$	63,212,654

*	Non-income producing.
**	Aggregate cost for Federal tax purposes was $65,485,747.
(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 April 30, 2015, the total amount segregated was $5,999,910.
ADR	American Depositary Receipt.
ETF	Exchange Traded Fund.
PLC	Public Limited Company.

	Contracts
	(100 shares				Strike		Value
Call Options Written	per contract)		Expiration		Price		(Note 2)
Accenture PLC, Class A		61		May 2015	$	92.50	$	8,082
Altera Corp.		118		June 2015		35.00		95,580
Altera Corp.		100		June 2015		36.00		74,500
Altera Corp.		130		June 2015		45.00		46,800
Amazon.com Inc.		40		July 2015		380.00		187,200
Apache Corp.		97		May 2015		65.00		38,800
Apple Inc.		43		May 2015		130.00		4,106
Apple Inc.		56		June 2015		125.00		27,440
Baxter International Inc.		83		May 2015		70.00		2,490
Baxter International Inc.		100		May 2015		72.50		700
Cameron International Corp.		150		May 2015		50.00		76,500
CBS Corp., Class B		67		June 2015		57.50		37,688
CBS Corp., Class B		175		June 2015		62.50		44,975
Danaher Corp.		50		May 2015		85.00		750
Danaher Corp.		33		June 2015		85.00		2,227
Danaher Corp.		100		June 2015		87.50		2,250
Diageo PLC		32		July 2015		120.00		2,960
Discovery Communications Inc., Class A		93		July 2015		35.00		6,975
eBay Inc.		100		May 2015		57.50		14,200
eBay Inc.		100		July 2015		57.50		27,300
EMC Corp.		110		May 2015		29.00		330
EMC Corp.		200		July 2015		28.00		10,400
EOG Resources Inc.		103		May 2015		95.00		52,788
Express Scripts Holding Co.		111		June 2015		87.50		24,698
General Mills Inc.		145		July 2015		55.00		26,608
General Mills Inc.		111		July 2015		57.50		9,435
Gilead Sciences Inc.		76		May 2015		105.00		10,336
Google Inc., Class C		18		May 2015		560.00		4,140
Jacobs Engineering Group Inc.		100		July 2015		45.00		8,750
Linear Technology Corp.		90		May 2015		48.00		2,250
Linear Technology Corp.		47		May 2015		49.00		705
Microsoft Corp..		100		May 2015		43.00		57,000
Microsoft Corp.		43		May 2015		44.00		20,103
Microsoft Corp.		47		June 2015		42.00		31,843
Microsoft Corp.		100		June 2015		43.00		57,250
Microsoft Corp.		158		July 2015		43.00		91,640
Nuance Communications Inc.		100		May 2015		15.00		7,500
Occidental Petroleum Corp.		100		August 2015		85.00		17,950
Oracle Corp.		110		June 2015		44.00		12,870
Oracle Corp.		104		September 2015		45.00		17,004
Powershares QQQ Trust Series 1		100		June 2015		108.00		22,600
Powershares QQQ Trust Series 1		75		July 2015		108.00		21,375
Priceline Group Inc./The		12		May 2015		1,180.00		86,640
Progressive Corp./The		299		May 2015		26.00		22,425
Progressive Corp./The		84		May 2015		28.00		630
QUALCOMM Inc.		31		June 2015		70.00		2,712
QUALCOMM Inc.		90		June 2015		72.50		2,970
SPDR S&P 500 ETF Trust		92		May 2015		210.00		14,490
Starbucks Corp.		148		May 2015		47.50		32,042
State Street Corp.		30		May 2015		75.00		7,710
State Street Corp.		100		May 2015		77.50		9,150
State Street Corp.		59		August 2015		77.50		17,936
T. Rowe Price Group Inc.		135		July 2015		78.00		59,400
United Technologies Corp.		80		May 2015		115.00		7,920
United Technologies Corp.		38		August 2015		120.00		6,403
Verizon Communications Inc.		1		May 2015		47.00		342
Verizon Communications Inc.		65		July 2015		50.00		9,945
Total Call Options Written (Premiums received $1,240,827)							$	1,489,813
Total Options Written, at Value (Premiums received $1,240,827)							$	1,489,813

See accompanying Notes to Financial Statements.

26

Madison Funds | April 30, 2015

Madison Dividend Income Fund Portfolio of Investments (unaudited)

	Shares	Value (Note 2)
COMMON STOCKS - 97.8%
Consumer Discretionary - 9.1%
Home Depot Inc./The	4,300	$	460,014
Johnson Controls Inc.	4,300		216,634
McDonald’s Corp.	7,200		695,160
Omnicom Group Inc.	2,900		219,704
Time Warner Inc.	4,500		379,845
			1,971,357
Consumer Staples - 16.3%
Coca-Cola Co./The	11,400		462,384
General Mills Inc.	9,000		498,060
JM Smucker Co./The	2,900		336,168
Mondelez International Inc., Class A	8,500		326,145
Nestle S.A., ADR	6,700		520,054
PepsiCo Inc.	3,800		361,456
Procter & Gamble Co./The	8,500		675,835
Wal-Mart Stores Inc.	4,400		343,420
			3,523,522
Energy - 9.8%
Chevron Corp.	6,400		710,784
ConocoPhillips	2,900		196,968
Exxon Mobil Corp.	6,900		602,853
Occidental Petroleum Corp.	2,300		184,230
Schlumberger Ltd.	4,400		416,284
			2,111,119
Financials - 13.5%
BB&T Corp.	8,100		310,149
MetLife Inc.	6,000		307,740
Northern Trust Corp.	4,000		292,600
Travelers Cos. Inc./The	8,100		818,991
US Bancorp	12,600		540,162
Wells Fargo & Co.	11,900		655,690
			2,925,332
Health Care - 18.2%
Amgen Inc.	2,200		347,402
Baxter International Inc.	5,000		343,700
Johnson & Johnson	6,800		674,560
Medtronic PLC	8,400		625,380
Merck & Co. Inc.	9,000		536,040
Novartis AG, ADR	2,600		264,680
Pfizer Inc.	23,700		804,141
Quest Diagnostics Inc.	4,700		335,674
			3,931,577
Industrials - 11.9%
3M Co.	2,100		328,419
Boeing Co./The	4,800		688,032
General Electric Co.	13,000		352,040
United Parcel Service Inc., Class B	5,450		547,888
United Technologies Corp.	3,800		432,250
Waste Management Inc.	4,500		222,885
			2,571,514
Information Technology - 11.8%
Accenture PLC, Class A	7,100		657,815
Automatic Data Processing Inc.	2,600		219,804
Intel Corp.	8,250		268,538
Linear Technology Corp.	6,400		295,232
Microsoft Corp.	10,000		486,400
Oracle Corp.	5,800		252,996
QUALCOMM Inc.	5,600		380,800
			2,561,585
Materials - 2.0%
Praxair Inc.	3,600		438,948
Telecommunication Service - 3.2%
Verizon Communications Inc.	13,800		696,072
Utilities - 2.0%
Duke Energy Corp.	5,500		426,635
Total Common Stocks
(Cost $17,025,378)			21,157,661
SHORT-TERM INVESTMENTS - 2.6%
State Street Institutional U.S. Government
Money Market Fund	560,269		560,269
Total Short-Term Investments
(Cost $560,269)			560,269
TOTAL INVESTMENTS - 100.4%
(Cost $17,585,647**)			21,717,930
NET OTHER ASSETS AND LIABILITIES - (0.4%)			(88,283	)
TOTAL NET ASSETS - 100.0%		$	21,629,647

**	Aggregate cost for Federal tax purposes was $17,591,875.
ADR	American Depositary Receipt.
PLC	Public Limited Company.

Madison Large Cap Value Fund Portfolio of Investments (unaudited)

	Shares	Value (Note 2)
COMMON STOCKS - 97.2%
Consumer Discretionary - 10.3%
Johnson Controls Inc.	60,000	$	3,022,800
Liberty Global PLC*	89,000		4,490,050
Sony Corp., ADR*	127,000		3,839,210
Time Warner Inc.	81,000		6,837,210
Twenty-First Century Fox Inc., Class A	65,000		2,215,200
			20,404,470
Consumer Staples - 9.2%
CVS Health Corp.	49,000		4,865,210
JM Smucker Co./The	33,500		3,883,320
Mondelez International Inc., Class A	71,000		2,724,270
Procter & Gamble Co./The	2,000		159,020
Wal-Mart Stores Inc.	83,000		6,478,150
			18,109,970
Energy - 9.9%
Canadian Natural Resources Ltd.	108,000		3,591,000
Exxon Mobil Corp.	75,000		6,552,750
Marathon Petroleum Corp.	56,000		5,519,920
Occidental Petroleum Corp.	49,500		3,964,950
			19,628,620
Financials - 26.8%
Capital Markets - 2.2%
Bank of New York Mellon Corp./The	102,000		4,318,680
Commercial Banks - 8.7%
Citigroup Inc.	114,000		6,078,480
US Bancorp	107,000		4,587,090
Wells Fargo & Co.	117,000		6,446,700
			17,112,270
Diversified Financial Services - 1.8%
Berkshire Hathaway Inc., Class B*	25,500		3,600,855
Insurance - 10.8%
American International Group Inc.	134,500		7,571,005
Arch Capital Group Ltd.*	55,000		3,337,400
Markel Corp.*	8,700		6,443,568
MetLife Inc.	2,000		102,580
Travelers Cos. Inc./The	39,500		3,993,845
			21,448,398
Real Estate Management & Development - 3.3%
Brookfield Asset Management Inc., Class A	121,000		6,515,850
			52,996,053
Health Care - 16.5%
Agilent Technologies Inc.	52,000		2,151,240
Express Scripts Holding Co.*	36,500		3,153,600
Medtronic PLC	62,000		4,615,900
Merck & Co. Inc.	2,000		119,120
Pfizer Inc.	238,000		8,075,340
Quest Diagnostics Inc.	74,000		5,285,080
Thermo Fisher Scientific Inc.	58,000		7,289,440
UnitedHealth Group Inc.	17,500		1,949,500
			32,639,220
Industrials - 14.7%
Boeing Co./The	56,000		8,027,040
Danaher Corp.	58,500		4,789,980
General Electric Co.	99,000		2,680,920
Masco Corp.	195,000		5,165,550
Rockwell Collins Inc.	51,000		4,963,830
United Technologies Corp.	31,000		3,526,250
			29,153,570
Information Technology - 4.6%
eBay Inc.*	55,000		3,204,300
Oracle Corp.	134,000		5,845,080
			9,049,380
Materials - 0.9%
Crown Holdings Inc.*	32,500		1,763,450
Telecommunication Service - 1.2%
Verizon Communications Inc.	45,000		2,269,800
Utilities - 3.1%
Duke Energy Corp.	78,500		6,089,245
Total Common Stocks
(Cost $163,087,692)			192,103,778
SHORT-TERM INVESTMENTS - 2.1%
State Street Institutional U.S. Government
Money Market Fund	4,234,536		4,234,536
Total Short-Term Investments
(Cost $4,234,536)			4,234,536
TOTAL INVESTMENTS - 99.3%
(Cost $167,322,228**)			196,338,314
NET OTHER ASSETS AND LIABILITIES - 0.7%			1,419,185
TOTAL NET ASSETS - 100.0%		$	197,757,499

*	Non-income producing.
**	Aggregate cost for Federal tax purposes was $167,447,143.
ADR	American Depositary Receipt.
PLC	Public Limited Company.

See accompanying Notes to Financial Statements.
	27

Madison Funds | April 30, 2015

Madison Investors Fund Portfolio of Investments (unaudited)

	Shares	Value (Note 2)
COMMON STOCKS - 92.7%
Consumer Discretionary - 14.4%
CarMax Inc.*	32,775	$	2,232,305
Discovery Communications Inc., Class C*	186,860		5,648,778
McDonald’s Corp.	32,483		3,136,233
Nordstrom Inc.	44,800		3,385,088
TJX Cos. Inc./The	69,670		4,496,502
			18,898,906
Consumer Staples - 12.4%
Costco Wholesale Corp.	17,688		2,530,268
Diageo PLC, ADR	48,144		5,344,947
JM Smucker Co./The	29,505		3,420,220
Nestle S.A., ADR	63,619		4,938,107
			16,233,542
Energy - 1.9%
Apache Corp.	20,275		1,386,810
Schlumberger Ltd.	12,155		1,149,984
			2,536,794
Financials - 20.7%
Berkshire Hathaway Inc., Class B*	30,618		4,323,568
Brookfield Asset Management Inc., Class A	90,575		4,877,463
Brown & Brown Inc.	99,204		3,169,568
M&T Bank Corp.	15,652		1,873,075
Markel Corp.*	6,414		4,750,465
Progressive Corp./The	159,455		4,251,070
US Bancorp	93,939		4,027,165
			27,272,374
Health Care - 11.0%
Baxter International Inc.	54,810		3,767,639
Catamaran Corp.*	68,890		4,088,622
Johnson & Johnson	35,948		3,566,042
Varian Medical Systems Inc.*	34,617		3,075,720
			14,498,023
Industrials - 16.4%
Copart Inc.*	131,260		4,668,918
Danaher Corp.	46,764		3,829,037
Jacobs Engineering Group Inc.*	110,835		4,750,388
PACCAR Inc.	61,415		4,013,470
Rockwell Collins Inc.	44,454		4,326,708
			21,588,521
Information Technology - 15.9%
Accenture PLC, Class A	62,167		5,759,773
Google Inc., Class C*	7,155		3,844,445
Oracle Corp.	114,225		4,982,494
TE Connectivity Ltd.	47,740		3,177,097
Visa Inc., Class A	47,334		3,126,411
			20,890,220
Total Common Stocks
(Cost $100,363,624)			121,918,380
SHORT-TERM INVESTMENTS - 7.3%
State Street Institutional U.S. Government
Money Market Fund	9,537,714		9,537,714
Total Short-Term Investments
(Cost $9,537,714)			9,537,714
TOTAL INVESTMENTS - 100.0%
(Cost $109,901,338**)			131,456,094
NET OTHER ASSETS AND LIABILITIES - 0.0%			65,542
TOTAL NET ASSETS - 100.0%		$	131,521,636

*	Non-income producing.
**	Aggregate cost for Federal tax purposes was $110,108,704.
ADR	American Depositary Receipt.
PLC	Public Limited Company.

Madison Large Cap Growth Fund Portfolio of Investments (unaudited)

	Shares	Value (Note 2)
COMMON STOCKS - 94.6%
Consumer Discretionary - 20.5%
Amazon.com Inc.*	7,480	$	3,154,914
CBS Corp., Class B	62,890		3,907,356
Discovery Communications Inc., Class C*	109,859		3,321,037
Home Depot Inc./The	31,355		3,354,358
Johnson Controls Inc.	45,005		2,267,352
Liberty Global PLC*	61,345		3,094,855
McDonald’s Corp.	41,900		4,045,445
Nordstrom Inc.	37,545		2,836,900
Omnicom Group Inc.	41,447		3,140,025
Ross Stores Inc.	18,310		1,810,493
Starbucks Corp.	62,370		3,092,305
TJX Cos. Inc./The	43,665		2,818,139
Walt Disney Co./The	19,000		2,065,680
			38,908,859
Consumer Staples - 7.5%
Costco Wholesale Corp.	22,582		3,230,355
CVS Health Corp.	24,261		2,408,875
Diageo PLC, ADR	21,410		2,376,938
JM Smucker Co./The	23,145		2,682,969
Nestle S.A., ADR	26,140		2,028,987
PepsiCo Inc.	16,445		1,564,248
			14,292,372
Energy - 6.3%
Apache Corp.	38,265		2,617,326
EOG Resources Inc.	30,431		3,011,147
Occidental Petroleum Corp.	33,210		2,660,121
Schlumberger Ltd.	38,980		3,687,898
			11,976,492
Financials - 2.6%
Brookfield Asset Management Inc., Class A	38,428		2,069,348
T. Rowe Price Group Inc.	35,355		2,870,119
			4,939,467
Health Care - 14.8%
Amgen Inc.	29,555		4,667,030
Baxter International Inc.	51,450		3,536,673
Biogen Inc.*	7,080		2,647,425
Celgene Corp.*	25,368		2,741,266
Express Scripts Holding Co.*	38,475		3,324,240
Gilead Sciences Inc.*	49,275		4,952,630
Johnson & Johnson	21,800		2,162,560
UnitedHealth Group Inc.	16,630		1,852,582
Varian Medical Systems Inc.*	25,125		2,232,356
			28,116,762
Industrials - 14.4%
3M Co.	13,315		2,082,333
Boeing Co./The	39,890		5,717,833
Danaher Corp.	32,170		2,634,080
PACCAR Inc.	50,575		3,305,076
Rockwell Collins Inc.	39,955		3,888,820
United Parcel Service Inc., Class B	35,138		3,532,423
United Technologies Corp.	26,110		2,970,012
W.W. Grainger Inc.	12,500		3,105,375
			27,235,952
Information Technology - 26.5%
Communications Equipment - 1.7%
QUALCOMM Inc.	45,845		3,117,460
Computers & Peripherals - 4.8%
Apple Inc.	73,000		9,135,950
Electronic Equipment, Instruments &
Components - 1.4%
TE Connectivity Ltd.	39,340		2,618,077
Internet Software & Services - 5.6%
eBay Inc.*	64,378		3,750,662
Google Inc., Class C*	12,890		6,926,467
			10,677,129
IT Services - 3.8%
Accenture PLC, Class A	49,982		4,630,832
Visa Inc., Class A	38,380		2,534,999
			7,165,831
Semiconductors & Semiconductor
Equipment - 1.6%
Linear Technology Corp.	64,805		2,989,455
Software - 7.6%
Microsoft Corp.	155,585		7,567,655
Oracle Corp.	158,120		6,897,194
			14,464,849
			50,168,751
Telecommunication Service - 2.0%
Verizon Communications Inc.	74,135		3,739,369
Total Common Stocks
(Cost $131,451,925)			179,378,024
SHORT-TERM INVESTMENTS - 5.8%
State Street Institutional U.S. Government
Money Market Fund	11,063,952		11,063,952
Total Short-Term Investments
(Cost $11,063,952)			11,063,952
TOTAL INVESTMENTS - 100.4%
(Cost $142,515,877**)			190,441,976
NET OTHER ASSETS AND LIABILITIES - (0.4%)			(791,192	)
TOTAL NET ASSETS - 100.0%		$	189,650,784

*	Non-income producing.
**	Aggregate cost for Federal tax purposes was $142,577,136.
ADR	American Depositary Receipt.
PLC	Public Limited Company.

See accompanying Notes to Financial Statements.

28

Madison Funds | April 30, 2015

Madison Mid Cap Fund Portfolio of Investments (unaudited)

	Shares	Value (Note 2)
COMMON STOCKS - 91.1%
Consumer Discretionary - 23.7%
Advance Auto Parts Inc.	41,529	$	5,938,647
CarMax Inc.*	81,678		5,563,088
Discovery Communications Inc., Class C*	290,164		8,771,658
Liberty Global PLC*	215,236		10,858,656
Liberty Ventures*	66,825		2,785,266
Omnicom Group Inc.	94,825		7,183,942
Ross Stores Inc.	143,126		14,152,299
Sally Beauty Holdings Inc.*	304,524		9,504,194
			64,757,750
Consumer Staples - 0.9%
Brown-Forman Corp., Class B	26,555		2,396,058
Energy - 5.1%
Oceaneering International Inc.	78,530		4,327,788
World Fuel Services Corp.	173,502		9,629,361
			13,957,149
Financials - 24.0%
Arch Capital Group Ltd.*	89,605		5,437,231
Brookfield Asset Management Inc., Class A	231,609		12,472,145
Brown & Brown Inc.	423,666		13,536,129
Glacier Bancorp Inc.	214,174		5,641,343
M&T Bank Corp.	49,473		5,920,434
Markel Corp.*	20,606		15,261,628
WR Berkley Corp.	151,237		7,409,100
			65,678,010
Health Care - 8.8%
Catamaran Corp.*	114,497		6,795,397
DaVita HealthCare Partners Inc.*	98,837		8,015,681
Laboratory Corp. of America Holdings*	76,252		9,116,689
			23,927,767
Industrials - 17.2%
Colfax Corp.*	111,424		5,525,516
Copart Inc.*	296,782		10,556,536
Expeditors International of Washington Inc.	144,057		6,602,132
Fastenal Co.	131,936		5,623,112
Generac Holdings Inc.*	111,331		4,641,389
IHS Inc., Class A*	50,646		6,354,554
Jacobs Engineering Group Inc.*	178,967		7,670,526
			46,973,765
Information Technology - 7.9%
Amphenol Corp., Class A	107,413		5,947,458
CDW Corp.	228,439		8,753,783
Motorola Solutions Inc.	114,135		6,819,566
			21,520,807
Materials - 3.5%
Crown Holdings Inc.*	178,742		9,698,541
Total Common Stocks
(Cost $170,604,616)			248,909,847
SHORT-TERM INVESTMENTS - 9.0%
State Street Institutional U.S. Government
Money Market Fund	24,509,510		24,509,510
Total Short-Term Investments
(Cost $24,509,510)			24,509,510
TOTAL INVESTMENTS - 100.1%
(Cost $195,114,126**)			273,419,357
NET OTHER ASSETS AND LIABILITIES - (0.1%)			(260,397	)
TOTAL NET ASSETS - 100.0%		$	273,158,960

*	Non-income producing.
**	Aggregate cost for Federal tax purposes was $195,233,637.
PLC	Public Limited Company.

Madison Small Cap Fund Portfolio of Investments (unaudited)

	Shares	Value (Note 2)
COMMON STOCKS - 97.3%
Consumer Discretionary - 8.7%
Ascena Retail Group Inc.*	84,990	$	1,274,000
Cato Corp./The, Class A	27,519		1,082,597
Fred’s Inc., Class A	73,660		1,242,644
Helen of Troy Ltd.*	26,750		2,343,568
Stage Stores Inc.	56,000		1,081,360
			7,024,169
Consumer Staples - 4.9%
C&C Group PLC (A)	245,182		986,722
Casey’s General Stores Inc.	11,600		953,288
Cranswick PLC (A)	40,981		898,286
Post Holdings Inc.*	24,520		1,150,969
			3,989,265
Energy - 6.5%
Dorian LPG Ltd.*	48,100		637,806
Era Group Inc.*	31,110		690,020
RSP Permian Inc.*	40,444		1,173,685
Scorpio Tankers Inc.	156,360		1,460,402
SEACOR Holdings Inc.*	15,160		1,101,526
Tesco Corp.	13,905		178,818
			5,242,257
Financials - 18.6%
AMERISAFE Inc.	14,930		674,687
DiamondRock Hospitality Co., REIT	55,804		756,702
Education Realty Trust Inc., REIT	25,863		869,514
First Busey Corp.	55,058		343,562
First Midwest Bancorp Inc.	80,510		1,376,721
First Niagara Financial Group Inc.	86,920		790,537
Flushing Financial Corp.	38,270		733,253
Great Western Bancorp Inc.	13,848		302,856
Hancock Holding Co.	29,010		844,481
International Bancshares Corp.	61,190		1,589,716
MB Financial Inc.	34,640		1,043,703
Northwest Bancshares Inc.	96,550		1,188,531
Primerica Inc.	25,270		1,167,979
Solar Capital Ltd.	36,360		718,474
Summit Hotel Properties Inc., REIT	57,960		763,333
Webster Financial Corp.	53,690		1,923,713
			15,087,762
Health Care - 12.4%
Allscripts Healthcare Solutions Inc.*	89,140		1,185,562
Amsurg Corp.*	17,440		1,093,837
Charles River Laboratories International Inc.*	21,730		1,502,847
Corvel Corp.*	11,530		412,082
Haemonetics Corp.*	25,580		1,036,757
ICON PLC*	9,900		636,966
ICU Medical Inc.*	14,720		1,241,927
MedAssets Inc.*	42,860		867,486
Phibro Animal Health Corp., Class A	21,960		697,450
STERIS Corp.	20,370		1,354,605
			10,029,519
Industrials - 24.6%
ACCO Brands Corp.*	129,430		1,018,614
Albany International Corp., Class A	40,110		1,572,312
CIRCOR International Inc.	10,670		583,009
Cubic Corp.	33,850		1,678,283
ESCO Technologies Inc.	29,830		1,094,761
FTI Consulting Inc.*	30,430		1,250,977
G&K Services Inc., Class A	28,550		2,015,630
GATX Corp.	26,470		1,439,968
Luxfer Holdings PLC, ADR	35,741		459,272
Matthews International Corp., Class A	26,150		1,269,060
Mistras Group Inc.*	32,500		583,700
Mueller Industries Inc.	67,150		2,352,936
Primoris Services Corp.	18,200		349,986
SP Plus Corp.*	54,000		1,229,040
Steelcase Inc., Class A	40,020		703,151
United Stationers Inc.	39,560		1,606,532
UTi Worldwide Inc.*	79,160		714,815
			19,922,046
Information Technology - 10.9%
Belden Inc.	30,632		2,571,556
Coherent Inc.*	13,820		829,200
Diebold Inc.	38,810		1,349,424
Forrester Research Inc.	31,130		1,083,013
MAXIMUS Inc.	14,140		905,101
Micrel Inc.	56,995		775,132
ScanSource Inc.*	33,500		1,334,975
			8,848,401
Materials - 7.7%
Deltic Timber Corp.	16,920		1,082,880
Greif Inc., Class A	21,850		890,606
Innospec Inc.	22,350		976,695
Koppers Holdings Inc.	27,480		617,750
Sensient Technologies Corp.	22,770		1,488,247
Zep Inc.	58,630		1,165,565
			6,221,743
Utilities - 3.0%
Laclede Group Inc./The	18,170		943,568
New Jersey Resources Corp.	19,260		587,623
WGL Holdings Inc.	16,450		904,914
			2,436,105
Total Common Stocks
(Cost $66,271,130)			78,801,267
SHORT-TERM INVESTMENTS - 3.1%
State Street Institutional U.S. Government
Money Market Fund	2,543,068		2,543,068
Total Short-Term Investments
(Cost $2,543,068)			2,543,068
TOTAL INVESTMENTS - 100.4%
(Cost $68,814,198**)			81,344,335
NET OTHER ASSETS AND LIABILITIES - (0.4%)			(340,594	)
TOTAL NET ASSETS - 100.0%		$	81,003,741

*	Non-income producing.
**	Aggregate cost for Federal tax purposes was $69,021,430.
(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.

See accompanying Notes to Financial Statements.
	29

Madison Funds | April 30, 2015

Madison NorthRoad International Fund Portfolio of Investments (unaudited)

	Shares	Value (Note 2)
COMMON STOCKS - 96.1%
Australia - 2.0%
BHP Billiton Ltd., ADR	18,680	$	958,097
Brazil - 2.4%
Estacio Participacoes S.A.	106,652		644,241
Kroton Educacional S.A.	137,890		503,424
			1,147,665
Denmark - 4.3%
Carlsberg AS, Class B (A)	12,110		1,104,864
ISS AS (A)	28,495		961,102
			2,065,966
France - 14.1%
AXA S.A., ADR	39,787		1,001,837
LVMH Moet Hennessy Louis Vuitton SE (A)	6,120		1,070,121
Sanofi, ADR	24,565		1,241,761
Schneider Electric SE, ADR	84,145		1,251,236
Technip S.A. (A)	14,485		986,662
Total S.A., ADR	20,771		1,123,711
			6,675,328
Germany - 2.7%
SAP SE, ADR	17,101		1,294,375
Ireland - 2.0%
CRH PLC, ADR	34,671		969,054
Israel - 1.8%
Teva Pharmaceutical Industries Ltd., ADR	14,199		857,903
Japan - 9.5%
Makita Corp. (A)	17,500		876,576
Mitsubishi UFJ Financial Group Inc., ADR	188,206		1,336,263
Secom Co. Ltd., ADR	68,770		1,213,790
Seven & I Holdings Co. Ltd. (A)	24,930		1,073,510
			4,500,139
Netherlands - 4.6%
Akzo Nobel N.V., ADR	39,386		1,002,374
ING Groep N.V.* (A)	75,770		1,164,054
			2,166,428
Singapore - 2.1%
DBS Group Holdings Ltd. (A)	61,680		980,400
South Korea - 2.4%
Samsung Electronics Co. Ltd. (A)	861		1,129,214
Sweden - 1.5%
Telefonaktiebolaget LM Ericsson, ADR	66,966		731,269
Switzerland - 16.0%
ABB Ltd., ADR*	45,465		989,773
Credit Suisse Group AG, ADR	33,068		852,162
Nestle S.A., ADR	15,046		1,167,871
Novartis AG, ADR	14,913		1,518,143
Roche Holding AG, ADR	29,745		1,067,251
Syngenta AG, ADR	14,111		946,002
TE Connectivity Ltd.	15,975		1,063,136
			7,604,338
United Kingdom - 30.7%
Babcock International Group PLC (A)	69,540		1,074,532
Barclays PLC (A)	279,825		1,095,500
Berendsen PLC (A)	56,405		897,807
BG Group PLC (A)	79,955		1,451,207
Compass Group PLC, ADR	61,071		1,090,728
Diageo PLC, ADR	14,547		1,615,008
GlaxoSmithKline PLC, ADR	19,979		922,031
HSBC Holdings PLC, ADR	18,183		902,422
Rolls-Royce Holdings PLC*	10,154,115		15,586
Rolls-Royce Holdings PLC* (A)	72,015		1,153,991
Royal Dutch Shell PLC, ADR	18,658		1,183,477
Standard Chartered PLC (A)	65,783		1,075,808
Tesco PLC, ADR	98,126		995,979
WPP PLC, ADR	9,618		1,119,824
			14,593,900
Total Common Stocks
(Cost $42,956,229)			45,674,076
SHORT-TERM INVESTMENTS - 3.2%
United States - 3.2%
State Street Institutional U.S. Government
Money Market Fund	1,522,526		1,522,526
Total Short-Term Investments
(Cost $1,522,526)			1,522,526
TOTAL INVESTMENTS - 99.3% (Cost $44,478,755**)			47,196,602
NET OTHER ASSETS AND LIABILITIES - 0.7%			312,664
TOTAL NET ASSETS - 100.0%		$	47,509,266

*	Non-income producing.
**	Aggregate cost for Federal tax purposes was $44,560,458.
(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 4/30/15
Consumer Discretionary	9.3%
Consumer Staples	12.5%
Energy	10.0%
Financials	17.7%
Health Care	11.8%
Industrials	17.7%
Information Technology	8.9%
Materials	8.2%
Money Market Funds	3.2%
Telecommunication Services	–
Net Other Assets and Liabilities	0.7%

See accompanying Notes to Financial Statements.

30

Madison Funds | April 30, 2015

Madison International Stock Fund Portfolio of Investments (unaudited)

	Shares	Value (Note 2)
COMMON STOCKS - 94.7%
Australia - 2.2%
Ansell Ltd. (A)	17,873	$	367,862
Caltex Australia Ltd. (A)	18,907		527,620
			895,482
Austria - 0.7%
UNIQA Insurance Group AG (A)	26,746		263,053
Belgium - 3.8%
Anheuser-Busch InBev N.V. (A)	9,090		1,104,348
KBC Groep N.V.* (A)	6,153		405,367
			1,509,715
Brazil - 0.8%
BB Seguridade Participacoes S.A.	25,000		292,487
Estacio Participacoes S.A.	6,100		36,848
			329,335
Canada - 1.2%
MacDonald Dettwiler & Associates Ltd.	6,200		492,197
Denmark - 1.0%
Carlsberg AS, Class B (A)	4,457		406,638
Finland - 1.7%
Sampo Oyj, Class A (A)	14,455		701,608
France - 6.3%
BNP Paribas S.A. (A)	9,549		601,217
Cap Gemini S.A. (A)	7,957		706,620
Valeo S.A. (A)	4,103		655,767
Vinci S.A. (A)	9,486		581,878
			2,545,482
Germany - 4.6%
Bayer AG (A)	7,768		1,131,627
Bayerische Motoren Werke AG (A)	2,966		352,755
Continental AG (A)	1,572		371,388
			1,855,770
Greece - 0.2%
Hellenic Telecommunications Organization
S.A.* (A)	7,169		65,131
Ireland - 3.2%
James Hardie Industries PLC (A)	28,327		325,014
Ryanair Holdings PLC, ADR	4,280		277,558
Shire PLC (A)	8,274		673,158
			1,275,730
Israel - 3.2%
Teva Pharmaceutical Industries Ltd., ADR	21,055		1,272,143
Italy - 2.8%
Atlantia SpA (A)	22,666		638,044
Azimut Holding SpA (A)	16,087		474,042
			1,112,086
Japan - 19.3%
Daikin Industries Ltd. (A)	7,400		498,175
Daiwa House Industry Co. Ltd. (A)	41,100		914,977
Don Quijote Holdings Co. Ltd. (A)	11,700		883,128
Isuzu Motors Ltd. (A)	28,900		382,911
Japan Tobacco Inc. (A)	14,000		489,856
KDDI Corp. (A)	46,600		1,101,130
Makita Corp. (A)	5,800		290,522
Seven & I Holdings Co. Ltd. (A)	14,800		637,303
Softbank Corp. (A)	10,100		631,184
Sony Corp.* (A)	23,000		694,677
Sumitomo Mitsui Financial Group Inc. (A)	21,100		920,143
United Arrows Ltd. (A)	9,500		292,888
			7,736,894
Luxembourg - 0.6%
RTL Group S.A.* (A)	2,360		221,384
Netherlands - 3.9%
Koninklijke KPN N.V. (A)	169,305		627,106
NXP Semiconductors N.V.* (A)	3,753		365,418
Wolters Kluwer N.V. (A)	17,692		571,238
			1,563,762
Norway - 1.0%
Telenor ASA (A)	18,661		421,286
Philippines - 1.2%
Alliance Global Group Inc. (A)	824,800		469,239
Spain - 2.5%
International Consolidated Airlines Group
S.A.* (A)	41,530		346,601
Mediaset Espana Comunicacion S.A.* (A)	20,856		282,901
Red Electrica Corp. S.A. (A)	4,363		366,143
			995,645
Sweden - 3.5%
Assa Abloy AB, Class B (A)	12,071		697,783
Swedbank AB, Class A (A)	30,971		719,622
			1,417,405
Switzerland - 8.0%
GAM Holding AG* (A)	14,477		327,384
Glencore PLC* (A)	69,917		332,945
Novartis AG (A)	17,947		1,854,268
Sunrise Communications Group AG* (A) (B)	3,634		337,252
Wolseley PLC (A)	6,347		376,379
			3,228,228
Taiwan - 1.7%
Taiwan Semiconductor Manufacturing Co.
Ltd., ADR	27,200		664,768
Thailand - 0.6%
Krung Thai Bank PCL	427,400		259,305
Turkey - 1.0%
Turkcell Iletisim Hizmetleri AS (A)	87,963		391,424
United Kingdom - 19.7%
Anglo American PLC (A)	19,170		325,127
BG Group PLC (A)	26,478		480,584
British American Tobacco PLC (A)	14,884		818,652
Direct Line Insurance Group PLC (A)	57,398		280,803
Informa PLC (A)	59,452		507,554
Lloyds Banking Group PLC (A)	779,291		924,632
Provident Financial PLC (A)	9,866		455,823
Prudential PLC (A)	45,102		1,125,535
Reed Elsevier PLC (A)	36,244		600,205
Rexam PLC (A)	65,998		586,078
Royal Dutch Shell PLC, Class A (A)	17,489		550,872
Taylor Wimpey PLC (A)	168,466		428,240
Unilever PLC (A)	11,159		489,957
William Hill PLC (A)	61,406		339,750
			7,913,812
Total Common Stocks
(Cost $30,626,796)			38,007,522
SHORT-TERM INVESTMENTS - 4.0%
United States - 4.0%
State Street Institutional U.S. Government
Money Market Fund	1,609,250		1,609,250
Total Short-Term Investments
(Cost $1,609,250)			1,609,250
TOTAL INVESTMENTS - 98.7% (Cost $32,236,046**)			39,616,772
NET OTHER ASSETS AND LIABILITIES - 1.3%			512,155
TOTAL NET ASSETS - 100.0%		$	40,128,927

*	Non-income producing.
**	Aggregate cost for Federal tax purposes was $32,572,789.
(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).
(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 investors.”
ADR	American Depositary Receipt.
PCL	Public Company Limited.
PLC	Public Limited Company.

SECTOR ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 4/30/15
Consumer Discretionary	16.5%
Consumer Staples	9.9%
Energy	3.9%
Financials	21.6%
Health Care	13.2%
Industrials	11.6%
Information Technology	4.3%
Materials	3.9%
Money Market Funds	4.0%
Telecommunication Services	8.9%
Utilities	0.9%
Net Other Assets and Liabilities	1.3%

See accompanying Notes to Financial Statements.
	31

Madison Funds | April 30, 2015

Hansberger International Growth Fund Portfolio of Investments

	Shares	Value (Note 2)
COMMON STOCKS - 99.6%
Australia - 1.3%
BHP Billiton Ltd. (A)	29,667	$	761,412
Canada - 4.8%
Cameco Corp.	62,409		1,097,150
Canadian Pacific Railway Ltd.	2,965		565,070
Manulife Financial Corp.	60,178		1,095,841
			2,758,061
China - 12.0%
China Longyuan Power Group Corp. (A)	845,345		1,049,182
China Unicom Hong Kong Ltd. (A)	783,071		1,470,694
CITIC Securities Co. Ltd., Class H (A)	164,354		730,855
Hengan International Group Co. Ltd. (A)	53,749		663,534
Ping An Insurance Group Co. of China Ltd. (A)	105,305		1,516,391
Tencent Holdings Ltd. (A)	71,507		1,476,794
			6,907,450
Denmark - 1.5%
Novo Nordisk AS (A)	15,177		850,144
France - 4.5%
Christian Dior SE (A)	3,925		769,573
Hermes International (A)	1,493		563,471
Safran S.A. (A)	8,086		590,174
Zodiac Aerospace (A)	17,699		650,447
			2,573,665
Germany - 5.8%
Bayer AG (A)	4,809		700,566
Continental AG (A)	4,044		955,402
Fresenius SE & Co. KGaA (A)	17,079		1,019,553
KUKA AG (A)	9,591		683,699
			3,359,220
Hong Kong - 2.2%
AIA Group Ltd. (A)	189,518		1,265,084
India - 4.5%
Dr Reddy’s Laboratories Ltd., ADR	18,607		967,192
HDFC Bank Ltd., ADR	19,936		1,133,162
Larsen & Toubro Ltd., GDR (A)	19,827		504,054
			2,604,408
Indonesia - 1.2%
Bank Mandiri Persero Tbk PT (A)	796,091		659,195
Ireland - 2.4%
Kerry Group PLC (A)	8,248		605,122
Kingspan Group PLC (A)	40,323		799,856
			1,404,978
Israel - 1.2%
NICE-Systems Ltd., ADR	11,023		659,727
Japan - 16.3%
CyberAgent Inc. (A)	15,543		744,140
FANUC Corp. (A)	3,219		704,064
Keyence Corp. (A)	1,218		650,937
Komatsu Ltd. (A)	30,542		613,404
Nidec Corp. (A)	20,654		1,539,935
Nomura Holdings Inc. (A)	179,397		1,165,042
Rakuten Inc. (A)	61,102		1,066,525
Seven & I Holdings Co. Ltd. (A)	14,969		644,580
Softbank Corp. (A)	16,271		1,016,831
Toyota Motor Corp. (A)	17,813		1,237,401
			9,382,859
Mexico - 2.2%
Grupo Financiero Banorte S.A.B. de C.V., Class O	101,510		575,832
Grupo Mexico S.A.B. de C.V.	220,363		680,968
			1,256,800
Netherlands - 3.8%
ASML Holding N.V.	10,687		1,143,937
NXP Semiconductors N.V.*	10,751		1,033,386
			2,177,323
Norway - 2.1%
Telenor ASA (A)	53,988		1,218,820
Singapore - 2.5%
DBS Group Holdings Ltd. (A)	53,186		845,389
Global Logistic Properties Ltd. (A)	294,033		608,515
			1,453,904
South Korea - 2.5%
LG Household & Health Care Ltd. (A)	1,087		797,326
Samsung Electronics Co. Ltd., GDR*	985		648,622
			1,445,948
Spain - 1.2%
Grifols S.A. (A)	16,188		689,698
Sweden - 1.1%
Hexagon AB, Class B shares (A)	16,941		627,594
Switzerland - 8.9%
Cie Financiere Richemont S.A. (A)	9,003		803,724
Credit Suisse Group AG* (A)	23,402		620,038
Holcim Ltd.* (A)	10,402		840,235
Nestle S.A. (A)	7,484		583,600
Partners Group Holding AG (A)	3,432		1,073,154
Roche Holding AG (A)	1,995		574,639
UBS Group AG* (A)	31,045		625,482
			5,120,872
United Kingdom - 17.6%
Aberdeen Asset Management PLC (A)	79,518		578,207
Amec Foster Wheeler PLC (A)	58,156		816,946
ARM Holdings PLC (A)	60,295		1,024,949
Ashtead Group PLC (A)	41,388		713,079
BG Group PLC (A)	54,348		986,432
Carnival PLC (A)	27,088		1,237,039
Diageo PLC (A)	20,248		562,386
ITV PLC (A)	174,049		675,701
London Stock Exchange Group PLC (A)	19,973		779,794
Michael Page International PLC (A)	146,568		1,197,530
Prudential PLC (A)	41,938		1,046,577
SABMiller PLC (A)	9,806		519,548
			10,138,188
Total Common Stocks
(Cost $47,208,159)			57,315,350
SHORT-TERM INVESTMENTS - 0.4%
United States - 0.4%
State Street Institutional U.S. Government
Money Market Fund	207,959		207,959
Total Short-Term Investments
(Cost $207,959)			207,959
TOTAL INVESTMENTS - 100.0%
(Cost $47,416,118**)			57,523,309
NET OTHER ASSETS AND LIABILITIES - 0.0%			(2,017	)
TOTAL NET ASSETS - 100.0%		$	57,521,292

*	Non-income producing.
**	Aggregate cost for Federal tax purposes was $48,608,033.
(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.

SECTOR ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 4/30/15
Consumer Discretionary	14.0%
Consumer Staples	7.6%
Energy	5.0%
Financials	24.9%
Health Care	8.4%
Industrials	14.9%
Information Technology	12.6%
Materials	4.0%
Money Market Funds	0.4%
Telecommunication Services	6.4%
Utilities	1.8%
Net Other Assets and Liabilities	–

See accompanying Notes to Financial Statements.

32

Madison Funds | April 30, 2015

Target Retirement 2020 Fund Portfolio of Investments

	Shares	Value (Note 2)
INVESTMENT COMPANIES - 98.6%
Alternative Funds - 1.5%
SPDR Gold Shares*	8,127	$	922,171
Bond Funds - 59.6%
Baird Aggregate Bond Fund Institutional Shares	291,126		3,167,451
iShares 3-7 Year Treasury Bond ETF†	134,762		16,697,012
iShares 7-10 Year Treasury Bond ETF	60,245		6,478,145
iShares TIPS Bond Fund ETF	15,310		1,750,851
Metropolitan West High Yield Bond Fund Class I	125,994		1,229,700
Metropolitan West Total Return Bond Fund Class I	289,232		3,172,877
SPDR Barclays Short-Term High Yield Bond ETF	20,799		610,243
Vanguard Short-Term Corporate Bond ETF	7,814		626,136
Vanguard Total Bond Market ETF	35,435		2,937,916
			36,670,331
Foreign Stock Funds - 9.0%
iShares MSCI EAFE Minimum Volatility ETF	17,939		1,219,852
iShares MSCI United Kingdom ETF	32,136		617,333
SPDR S&P Emerging Asia Pacific ETF	3,071		286,985
Vanguard FTSE All-World ex-U.S. ETF	18,308		934,440
WisdomTree Europe Hedged Equity Fund	23,867		1,533,693
WisdomTree Japan Hedged Equity Fund	16,123		909,660
			5,501,963
Money Market Funds - 0.6%
State Street Institutional U.S. Government Money Market Fund	345,841		345,841
Stock Funds - 27.9%
iShares Core S&P Mid-Cap ETF	16,344		2,448,658
PowerShares Buyback Achievers Portfolio ETF	94,044		4,588,407
Schwab Fundamental U.S. Large Company Index Fund Institutional Shares	39,850		615,280
Schwab U.S. Dividend Equity ETF	15,902		631,309
SPDR S&P 500 ETF Trust	36,758		7,664,778
Vanguard Growth ETF	5,703		613,358
Vanguard Information Technology ETF	5,681		612,923
			17,174,713
TOTAL INVESTMENTS - 98.6%
(Cost $55,566,369**)			60,615,019
NET OTHER ASSETS AND LIABILITIES - 1.4%			881,464
TOTAL NET ASSETS - 100.0%		$	61,496,483

†	The annual report and prospectus for the iShares 3-7 Year Treasury Bond ETF can be found at: http://www.ishares.com/us/ library/financial-legal-tax.
*	Non-income producing.
**	Aggregate cost for Federal tax purposes was $55,984,499.
ETF	Exchange Traded Fund.

Target Retirement 2030 Fund Portfolio of Investments

	Shares	Value (Note 2)
INVESTMENT COMPANIES - 99.8%
Alternative Funds - 2.5%
SPDR Gold Shares*	18,606	$	2,111,223
Bond Funds - 36.6%
Baird Aggregate Bond Fund Institutional Shares	253,047		2,753,148
iShares 3-7 Year Treasury Bond ETF	114,104		14,137,486
iShares 7-10 Year Treasury Bond ETF	52,474		5,642,529
iShares TIPS Bond Fund ETF	19,628		2,244,658
Metropolitan West High Yield Bond Fund Class I	86,878		847,928
Metropolitan West Total Return Bond Fund Class I	251,521		2,759,184
SPDR Barclays Short-Term High Yield Bond ETF	28,251		828,884
Vanguard Total Bond Market ETF	20,340		1,686,389
			30,900,206
Foreign Stock Funds - 13.0%
iShares MSCI EAFE Minimum Volatility ETF	31,269		2,126,292
iShares MSCI Japan ETF	32,433		417,088
iShares MSCI United Kingdom ETF	45,064		865,680
SPDR S&P Emerging Asia Pacific ETF	4,511		421,553
Vanguard FTSE All-World ex-U.S. ETF	41,058		2,095,600
WisdomTree Europe Hedged Equity Fund	52,320		3,362,083
WisdomTree Japan Hedged Equity Fund	29,475		1,662,980
			10,951,276
Money Market Funds - 1.8%
State Street Institutional U.S. Government
Money Market Fund	1,497,394		1,497,394
Stock Funds - 45.9%
iShares Core S&P Mid-Cap ETF	39,950		5,985,309
PowerShares Buyback Achievers Portfolio ETF	149,870		7,312,157
Schwab Fundamental U.S. Large Company Index Fund Institutional Shares	108,006		1,667,609
Schwab U.S. Dividend Equity ETF	21,443		851,287
SPDR S&P 500 ETF Trust	92,727		19,335,434
Vanguard Growth ETF	13,642		1,467,197
Vanguard Health Care ETF	3,143		417,830
Vanguard Information Technology ETF	15,564		1,679,200
			38,716,023
TOTAL INVESTMENTS - 99.8%
(Cost $73,720,127**)			84,176,122
NET OTHER ASSETS AND LIABILITIES - 0.2%			181,165
TOTAL NET ASSETS - 100.0%		$	84,357,287

*	Non-income producing.
**	Aggregate cost for Federal tax purposes was $74,386,373.
ETF	Exchange Traded Fund.

Target Retirement 2040 Fund Portfolio of Investments

	Shares	Value (Note 2)
INVESTMENT COMPANIES - 99.1%
Alternative Funds - 2.5%
SPDR Gold Shares*	12,739	$	1,445,494
Bond Funds - 26.6%
Baird Aggregate Bond Fund Institutional Shares	80,162		872,162
iShares 3-7 Year Treasury Bond ETF	56,541		7,005,430
iShares 7-10 Year Treasury Bond ETF	30,457		3,275,041
iShares TIPS Bond Fund ETF	13,991		1,600,011
Metropolitan West High Yield Bond Fund Class I	60,124		586,812
Metropolitan West Total Return Bond Fund Class I	79,647		873,730
SPDR Barclays Short-Term High Yield Bond ETF	19,243		564,590
Vanguard Total Bond Market ETF	7,057		585,096
			15,362,872
Foreign Stock Funds - 16.5%
iShares Global Energy ETF	7,509		292,325
iShares MSCI EAFE Minimum Volatility ETF	30,110		2,047,480
iShares MSCI Japan ETF	22,056		283,640
iShares MSCI United Kingdom ETF	30,527		586,424
SPDR S&P Emerging Asia Pacific ETF	3,046		284,649
Vanguard FTSE All-World ex-U.S. ETF	39,379		2,009,904
WisdomTree Europe Hedged Equity Fund	40,356		2,593,277
WisdomTree Japan Hedged Equity Fund	25,246		1,424,379
			9,522,078
Money Market Funds - 1.1%
State Street Institutional U.S. Government Money Market Fund	649,651		649,651
Stock Funds - 52.4%
iShares Core S&P Mid-Cap ETF	30,751		4,607,115
PowerShares Buyback Achievers Portfolio ETF	113,343		5,530,005
Schwab Fundamental U.S. Large Company Index Fund Institutional Shares	112,798		1,741,597
Schwab U.S. Dividend Equity ETF	14,897		591,411
SPDR S&P 500 ETF Trust	66,255		13,815,493
SPDR S&P Homebuilders ETF	8,217		284,308
Vanguard Growth ETF	12,942		1,391,912
Vanguard Health Care ETF	4,307		572,573
Vanguard Information Technology ETF	15,869		1,712,106
			30,246,520
TOTAL INVESTMENTS - 99.1%
(Cost $48,604,556**)			57,226,615
NET OTHER ASSETS AND LIABILITIES - 0.9%			498,277
TOTAL NET ASSETS - 100.0%		$	57,724,892

*	Non-income producing.
**	Aggregate cost for Federal tax purposes was $49,209,007.
ETF	Exchange Traded Fund.

See accompanying Notes to Financial Statements.
	33

Madison Funds | April 30, 2015

Target Retirement 2050 Fund Portfolio of Investments

	Shares	Value (Note 2)
INVESTMENT COMPANIES - 98.6%
Alternative Funds - 2.5%
SPDR Gold Shares*	4,922	$	558,499
Bond Funds - 16.6%
iShares 3-7 Year Treasury Bond ETF	12,657		1,568,202
iShares 7-10 Year Treasury Bond ETF	9,394		1,010,137
iShares TIPS Bond Fund ETF	5,880		672,437
Metropolitan West High Yield Bond Fund Class I	22,535		219,944
SPDR Barclays Short-Term High Yield Bond ETF	7,696		225,801
			3,696,521
Foreign Stock Funds - 20.0%
iShares Global Energy ETF	8,588		334,331
iShares MSCI EAFE Minimum Volatility ETF	13,132		892,976
iShares MSCI Japan ETF	8,486		109,130
iShares MSCI United Kingdom ETF	11,774		226,178
SPDR S&P Emerging Asia Pacific ETF	2,386		222,972
Vanguard FTSE All-World ex-U.S. ETF	17,497		893,047
WisdomTree Europe Hedged Equity Fund	17,402		1,118,252
WisdomTree Japan Hedged Equity Fund	11,702		660,227
			4,457,113
Money Market Funds - 0.6%
State Street Institutional U.S. Government
Money Market Fund	127,205		127,205
Stock Funds - 58.9%
iShares Core S&P Mid-Cap ETF	13,358		2,001,296
PowerShares Buyback Achievers Portfolio ETF	46,784		2,282,591
Schwab Fundamental U.S. Large Company Index Fund Institutional Shares	49,567		765,321
Schwab U.S. Dividend Equity ETF	11,262		447,101
SPDR S&P 500 ETF Trust†	26,753		5,578,536
SPDR S&P Homebuilders ETF	6,348		219,641
Vanguard Growth ETF	5,813		625,188
Vanguard Health Care ETF	2,497		331,951
Vanguard Information Technology ETF	8,181		882,648
			13,134,273
TOTAL INVESTMENTS - 98.6%
(Cost $19,240,795**)			21,973,611
NET OTHER ASSETS AND LIABILITIES - 1.4%			314,982
TOTAL NET ASSETS - 100.0%		$	22,288,593

*	Non-income producing.
†	The annual report and prospectus for the SPDR S&P 500 ETF Trust can be found at: https://www.spdrs.com/product/fund. seam?ticker=spy.
**	Aggregate cost for Federal tax purposes was $19,469,770.
ETF	Exchange Traded Fund.

See accompanying Notes to Financial Statements.

34

Madison Funds | April 30, 2015
Statements of Assets and Liabilities as of April 30, 2015 (unaudited)
		Conservative			Moderate			Aggressive			Cash			Tax-Free		Tax-Free		Government			High Quality
		Allocation			Allocation			Allocation			Reserves			Virginia		National		Bond			Bond
		Fund			Fund			Fund			Fund			Fund		Fund		Fund			Fund
Assets:
Investments in securities, at cost:
Unaffiliated issuers	$	44,274,559		$	86,301,568		$	33,988,937		$	21,815,922		$	21,655,565		$  26,091,602		$  3,764,427		$	111,135,464
Affiliated issuers1		30,254,880			54,263,036			22,287,482			–			–		–		–			–
Net unrealized appreciation
Unaffiliated issuers		1,422,449			3,948,078			2,593,756			–			750,630		1,315,316		56,781			1,309,584
Affiliated issuers1		1,705,200			7,659,274			3,929,424			–			–		–		–			–
Total investments, at value		77,657,088			152,171,956			62,799,599			21,815,922			22,406,195		27,406,918		3,821,208			112,445,048
Cash		–			–			–			–			137,802		996,223		–			–
Receivables:
Investments sold		1,161,562			2,239,860			2,036,005			–			–		–		–			–
Fund shares sold		62,562			119,140			11,446			1,801			50		748		178			1,196,797
Dividends and interest		63,678			68,660			15,018			22,755			281,142		320,594		19,750			693,212
Due from Adviser		–			–			–			8,475			–		–		325			–
Total assets		78,944,890			154,599,616			64,862,068			21,848,953			22,825,189		28,724,483		3,841,461			114,335,057
Liabilities:
Payables:
Investments purchased		–			1,253,989			1,272,326			–			198,500		751,482		–			–
Fund shares repurchased		59,330			43,361			16,030			61,261			612		12,192		130			60,501
Advisory agreement fees		13,008			25,318			10,569			7,019			9,427		11,569		1,298			28,499
Service agreement fees		16,261			31,648			13,211			2,939			6,599		8,098		811			18,049
Distribution fees - Class B		6,842			20,135			8,264			171			–		–		–			–
Distribution fees - Class C		12,307			5,663			1,657			–			–		–		–			–
Shareholder servicing fees		16,250			31,633			13,210			–			–		–		–			–
Dividends		–			–			–			–			1,534		16,115		106			–
Accrued expenses and other payables		–			–			2,400			–			–		–		–			–
Total liabilities		123,998			1,411,747			1,337,667			71,390			216,672		799,456		2,345			107,049
Net Assets	$	78,820,892		$	153,187,869		$	63,524,401		$	21,777,563		$	22,608,517		$  27,925,027		$  3,839,116		$	114,228,008
Net Assets consist of:
Paid-in capital	$	73,697,887		$	135,175,894		$	53,678,717		$	21,777,585		$	21,782,604	$	26,487,099	$	3,782,126		$	112,534,119
Accumulated undistributed net investment income (loss)		(125,467	)		(584,374	)		(340,691	)		–			2,504		3,038		(851	)		93,003
Accumulated net realized gain (loss) on investments sold and foreign currency related transactions		2,120,823			6,988,997			3,663,195			(22	)		72,779		119,574		1,060			291,302
Net unrealized appreciation of investments (including appreciation (depreciation) of foreign currency related transactions		3,127,649			11,607,352			6,523,180			–			750,630		1,315,316		56,781			1,309,584
Net Assets	$	78,820,892		$	153,187,869		$	63,524,401		$	21,777,563		$	22,608,517		$  27,925,027		$  3,839,116		$	114,228,008
Class A Shares:
Net Assets	$	47,846,056		$	111,521,834		$	47,531,781		$	21,538,336
Shares of beneficial interest outstanding		4,402,140			9,404,238			3,908,814			21,538,348
Net Asset Value and redemption price per share	$	10.87		$	11.86		$	12.16		$	1.00
Sales charge of offering price2		0.66			0.72			0.74			–
Maximum offering price per share	$	11.53		$	12.58		$	12.90		$	1.00
Class B Shares:
Net Assets	$	10,985,472		$	32,424,088		$	13,314,012			239,227
Shares of beneficial interest outstanding		1,005,318			2,747,043			1,111,334			239,215
Net Asset Value and redemption price per share3	$	10.93		$	11.80		$	11.98		$	1.00
Class C Shares:
Net Assets	$	19,989,364			9,241,947			2,678,608
Shares of beneficial interest outstanding		1,828,160			782,510			223,452
Net Asset Value and redemption price per share3	$	10.93		$	11.81		$	11.99
Class Y Shares:
Net Assets													$	22,608,517		$   27,925,027		$   3,839,116		$	114,228,008
Shares of beneficial interest outstanding														1,949,636		2,542,948		363,739			10,317,941
Net Asset Value and redemption price per share													$	11.60		$           10.98		$         10.55		$	11.07

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.

³ If applicable, redemption price per share may be reduced by a contingent deferred sales charge.

See accompanying Notes to Financial Statements.
	35

Madison Funds | April 30, 2015
Statements of Assets and Liabilities as of April 30, 2015 (unaudited)
		Core			Corporate	High			Diversified			Covered Call &			Dividend	Large Cap
		Bond			Bond	Income			Income			Equity Income			Income	Value	Investors
		Fund			Fund	Fund			Fund			Fund			Fund	Fund	Fund
Assets:
Investments in securities, at cost:
Unaffiliated issuers	$	218,337,966		$	26,300,155	$  28,335,354		$	128,774,466		$	65,463,751		$	17,585,647	$ 167,322,228	$ 109,901,338
Net unrealized appreciation
Unaffiliated issuers		6,806,716			752,911	228,189			21,974,495			635,293			4,132,283	29,016,086	21,554,756
Total investments, at value		225,144,682			27,053,066	28,563,543			150,748,961			66,099,044			21,717,930	196,338,314	131,456,094
Cash		–			–	–			–			–			–	–	–
Foreign currency (cost of $5 and $1,648, respectively)(Note 2)		–			–	–			–			–			–	–	–
Receivables:
Investments sold		1,359,172			100,289	108,461			–			44,831			–	3,309,285	–
Fund shares sold		16,675			11	6,343			118,811			84,518			9,321	21,033	110,862
Dividends and interest		1,965,703			261,396	469,692			732,393			29,891			37,628	77,376	260,025
Due from Adviser		–			–	–			–			–			2,677	–	11,678
Other assets		–			–	–			–			–			–	–	–
Total assets		228,486,232			27,414,762	29,148,039			151,600,165			66,258,284			21,767,556	199,746,008	131,838,659
Liabilities:
Payables:
Investments purchased		1,509,150			175,022	–			507,492			1,482,836			111,281	1,739,939	–
Fund shares repurchased		31,555			835	17,830			123,450			13,821			7,000	80,169	201,329
Advisory agreement fees		94,431			9,018	13,170			80,626			43,424			13,383	90,590	78,576
Service agreement fees		28,277			5,636	4,789			24,808			7,625			6,245	59,295	36,711
Distribution fees - Class B		1,911			–	1,214			8,920			3,778			–	2,844	–
Distribution fees - Class C		–			–	–			7,744			–			–	–	–
Shareholder servicing fees		7,681			–	5,912			34,422			4,333			–	15,672	407
Dividends		281,580			54,524	21,799			2,825			–			–	–	–
Accrued expenses and other payables		–			–	–			–			–			–	–	–
Options written, at value (premium received $1,240,827) (Note 6)		–			–	–			–			1,489,813			–	–	–
Total liabilities		1,954,585			245,035	64,714			790,287			3,045,630			137,909	1,988,509	317,023
Net Assets	$	226,531,647		$	27,169,727	$  29,083,325		$	150,809,878		$	63,212,654		$	21,629,647	$    197,757,499	$   131,521,636
Net Assets consist of:
Paid-in capital	$	218,142,165		$	26,326,662	$  28,869,329		$	126,897,764		$	64,039,087		$	16,808,312	$    154,972,114	$     99,081,849
Accumulated undistributed net investment income (loss)		(168,330	)		3,062	6,464			(29,968	)		(1,231,586	)		24,196	278,013	500,203
Accumulated net realized gain (loss) on investments sold and foreign currency related transactions		1,751,096			87,092	(20,657	)		1,967,587			18,846			664,856	13,491,286	10,384,828
Net unrealized appreciation of investments (including appreciation (depreciation) of foreign currency related transactions		6,806,716			752,911	228,189			21,974,495			386,307			4,132,283	29,016,086	21,554,756
Net Assets	$	226,531,647		$	27,169,727	$  29,083,325		$	150,809,878		$	63,212,654		$	21,629,647	$    197,757,499	$   131,521,636
Class A Shares:
Net Assets	$	34,045,942				$  26,837,036		$	123,805,515		$	15,183,336				$      70,731,126	$       2,025,321
Shares of beneficial interest outstanding		3,328,604				4,243,468			8,315,473			1,567,880				4,218,176	96,702
Net Asset Value and redemption price per share	$	10.23				$            6.32		$	14.89		$	9.68				$              16.77	$             20.94
Sales charge of offering price1		0.48				0.30			0.91			0.59				1.02	1.28
Maximum offering price per share	$	10.71				$            6.62		$	15.80		$	10.27				$              17.79	$             22.22
Class B Shares:
Net Assets	$	3,050,455				$    1,965,597		$	14,383,484							$        4,533,997
Shares of beneficial interest outstanding		298,149				303,202			960,485							274,868
Net Asset Value and redemption price per share2	$	10.23				$            6.48		$	14.98							$              16.50
Class C Shares:
Net Assets								$	12,620,879		$	6,678,551
Shares of beneficial interest outstanding									843,110			705,985
Net Asset Value and redemption price per share2								$	14.97		$	9.46
Class Y Shares:
Net Assets	$	188,940,990		$	27,169,727	$       280,692					$	41,007,940		$	21,629,647	$    122,492,376	$   122,549,394
Shares of beneficial interest outstanding		18,525,719			2,344,476	44,923						4,180,787			963,637	7,306,908	5,843,722
Net Asset Value and redemption price per share	$	10.20		$	11.59	$            6.25					$	9.81		$	22.45	$              16.76	$             20.97
Class R6 Shares:
Net Assets	$	494,260									$	342,827					$       6,946,921
Shares of beneficial interest outstanding		48,364										34,838					329,843
Net Asset Value and redemption price per share	$	10.22									$	9.84					$             21.06
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 Core Bond and High Income Funds 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.

36

Madison Funds | April 30, 2015

	Large Cap								NorthRoad		International			Hansberger			Madison Target		Madison Target		Madison Target		Madison Target
	Growth		Mid Cap			Small Cap			International		Stock			International			Retirement		Retirement		Retirement		Retirement
	Fund		Fund			Fund			Fund		Fund			Growth Fund			2020 Fund		2030 Fund		2040 Fund		2050 Fund
$	142,515,877	$	195,114,126		$	68,814,198		$	44,478,755	$	32,236,046		$	47,416,118		$	55,566,369	$	73,720,127	$	48,604,556	$	19,240,795
	47,926,099		78,305,231			12,530,137			2,717,847		7,380,726			10,107,191			5,048,650		10,455,995		8,622,059		2,732,816
	190,441,976		273,419,357			81,344,335			47,196,602		39,616,772			57,523,309			60,615,019		84,176,122		57,226,615		21,973,611
	–		–			–			17,498		–			–			–		–		–		–
	–		–			–			–		5			1,649			–		–		–		–
	–		–			79,544			–		366,020			6			2,418,420		2,964,295		1,969,669		1,534,124
	10,874		195,311			5,965			50,703		17,294			–			950		–		283		615
	170,353		83,545			58,349			354,064		265,833			276,381			9,499		7,678		3,705		102
	–		–			–			–		–			–			–		–		–		–
	–		1,255			–			–		–			–			–		–		–		–
	190,623,203		273,699,468			81,488,193			47,618,867		40,265,924			57,801,345			63,043,888		87,148,095		59,200,272		23,508,452
	700,893		–			397,930			15,587		22,957			–			1,531,942		2,769,747		1,460,817		1,214,279
	103,341		262,087			–			53,259		64,013			15,791			–		–		–		–
	118,836		172,654			68,235			30,235		33,494			35,149			12,886		17,551		12,136		4,650
	31,690		90,014			17,059			10,520		9,570			226,026			2,577		3,510		2,427		930
	2,986		2,509			318			–		1,174			–			–		–		–		–
	–		–			–			–		–			–			–		–		–		–
	14,673		13,244			910			–		5,249			–			–		–		–		–
	–		–			–			–		–			–			–		–		–		–
	–		–			–			–		540			3,087			–		–		–		–
	–		–			–			–		–			–			–		–		–		–
	972,419		540,508			484,452			109,601		136,997			280,053			1,547,405		2,790,808		1,475,380		1,219,859
$	189,650,784	$	273,158,960		$	81,003,741		$	47,509,266	$	40,128,927		$	57,521,292		$	61,496,483	$	84,357,287	$	57,724,892	$	22,288,593
$	135,583,289	$	181,509,182		$	68,401,262		$	44,000,165	$	33,995,586		$	96,038,366		$	54,999,448	$	72,157,761	$	47,830,273	$	19,073,474
	455,319		(669,035	)		104,375			400,267		190,855			(39,431	)		98,671		92,772		26,074		312
	5,686,077		14,013,582			(32,033	)		391,485		(1,431,128	)		(48,573,413	)		1,349,714		1,650,759		1,246,486		481,991
	47,926,099		78,305,231			12,530,137			2,717,349		7,373,614			10,095,770			5,048,650		10,455,995		8,622,059		2,732,816
$	189,650,784	$	273,158,960		$	81,003,741		$	47,509,266	$	40,128,927		$	57,521,292		$	61,496,483	$	84,357,287	$	57,724,892	$	22,288,593
$	66,182,578	$	58,887,939		$	3,844,544				$	23,828,703
	2,896,692		6,849,807			254,254					1,744,200
$	22.85	$	8.60		$	15.12				$	13.66
	1.39		0.52			0.92					0.83
$	24.24	$	9.12		$	16.04				$	14.49
$	4,821,746	$	3,944,898		$	514,262				$	1,926,586
	239,012		532,511			35,617					143,910
$	20.17	$	7.41		$	14.44				$	13.39
$	118,646,460	$	203,841,172		$	76,644,935		$	37,448,581	$	14,373,638		$	2,906,219
	5,149,529		23,047,091			5,058,723			3,263,822		1,051,923			167,194
$	23.04	$	8.84		$	15.15		$	11.47	$	13.66		$	17.38
		$	6,484,951					$	10,060,685							$	61,496,483	$	84,357,287	$	57,724,892	$	22,288,593
			726,482						870,357								6,055,806		8,347,246		5,738,659		2,199,217
		$	8.93					$	11.56							$	10.15	$	10.11	$	10.06	$	10.13
													$	54,615,073
														3,141,020
													$	17.39

See accompanying Notes to Financial Statements.
	37

Madison Funds | April 30, 2015

Statements of Operations for the Six-Months Ended April 30, 2015 (unaudited)
	Conservative			Moderate			Aggressive		Cash			Tax-Free			Tax-Free
	Allocation			Allocation			Allocation		Reserves			Virginia			National		Government			High Quality
	Fund			Fund			Fund		Fund			Fund			Fund		Bond Fund			Bond Fund
Investment Income:
Interest	$               –		$	–		$	–		$     8,738		$	385,337		$	469,781		$      30,269		$	785,024
Dividends
Unaffiliated issuers	472,338			975,989			385,871		–			–			–		–			–
Affiliated issuers1	326,318			576,626			222,502		–			–			–		–			–
Less: Foreign taxes withheld/reclaimed	–			–			–		–			–			–		–			–
Total investment income	798,656			1,552,615			608,373		8,738			385,337			469,781		30,269			785,024
Expenses:2
Advisory agreement fees	76,468			150,890			62,044		41,592			57,238			70,095		7,761			160,932
Administrative services agreement fees.	95,584			188,613			77,556		15,597			40,066			49,066		4,850			101,924
Distribution fees - Class B	41,904			122,157			48,899		1,352			–			–		–			–
Distribution fees - Class C	72,585			32,126			9,649		–			–			–		–			–
Shareholder servicing fees - Class A	57,402			137,154			58,037		–			–			–		–			–
Shareholder servicing fees - Class B	13,968			40,719			16,300		–			–			–		–			–
Shareholder servicing fees - Class C	24,195			10,709			3,216		–			–			–		–			–
Other expenses	–			–			–		–			–			4		–			568
Total expenses before reimbursement/waiver	382,106			682,368			275,701		58,541			97,304			119,165		12,611			263,424
Less reimbursement/waiver3	–			–			–		(49,803	)		–			–		(1,940	)		–
Total expenses net of reimbursement/waiver	382,106			682,368			275,701		8,738			97,304			119,165		10,671			263,424
Net Investment Income (Loss)	416,550			870,247			332,672		–			288,033			350,616		19,598			521,600
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	–			–			–		–			–			–		–			–
Unaffiliated issuers	840,316			1,980,793			774,954		–			72,781			119,581		612			291,309
Affiliated issuers1	231,191			1,210,738			925,807		–			–			–		–			–
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	–			–			–		–			–			–		–			–
Unaffiliated issuers	(10,357	)		128,026			324,738		–			(131,982	)		(151,947	)	8,474			73,278
Affiliated issuers1	(987,682	)		(4,395,503	)		(2,526,555	)	–			–			–		–			–
Net Realized and Unrealized Gain (Loss) on Investments	1,586,899			4,262,296			2,151,287		–			(59,201	)		(32,366	)	9,086			364,587
Net Increase in Net Assets from Operations	$    2,003,449		$	5,132,543		$	2,483,959		$           –		$	228,832		$	318,250		$      28,684		$	886,187
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.

38

Madison Funds | April 30, 2015

	Core			Corporate	High			Diversified			Covered Call &			Dividend			Large Cap						Large Cap									NorthRoad			International
	Bond			Bond	Income			Income			Equity Income			Income			Value			Investors			Growth			Mid Cap			Small Cap			International			Stock
	Fund			Fund	Fund			Fund			Fund			Fund			Fund			Fund			Fund			Fund			Fund			Fund			Fund
$	3,103,277		$	412,822	$894,035		$	864,253		$	496		$	–		$	–		$	–		$	–		$	–		$	–		$	–		$	–
	–			–	–			1,128,639			378,911			289,959			1,648,868			1,227,530			1,674,618			1,013,378			646,914			820,726			500,440
	–			–	–			–			–			–			–			–			–			–			–			–			–
	–			–	–			(13,469	)		–			(3,366	)		(6,534	)		16,652			(10,992	)		(12,041	)		(482	)		(80,120	)		(48,283	)
	3,103,277			412,822	894,035			1,979,423			379,407			286,593			1,642,334			1,244,182			1,663,626			1,001,337			646,432			740,606			452,157
	562,736			53,932	80,448			478,665			257,526			79,878			549,926			526,243			704,053			1,036,076			373,571			173,042			177,955
	168,537			33,707	29,253			147,282			45,221			37,276			359,952			252,689			187,747			541,021			93,393			60,222			50,844
	12,131			–	7,691			54,122			20,674			–			17,761			–			17,663			15,433			1,848			–			7,079
	–			–	–			44,972			–			–			–			–			–			–			–			–			–
	42,210			–	33,621			150,988			16,394			–			88,921			2,049			81,524			72,697			4,668			–			28,125
	4,042			–	2,564			18,023			6,891			–			5,902			–			5,879			5,145			616			–			2,359
	–			–	–			14,991			–			–			–			–			–			–			–			–			–
	–			–	11			–			189			–			–			–			–			–			–			813			560
	789,656			87,639	153,588			909,043			346,895			117,154			1,022,462			780,981			996,866			1,670,372			474,096			234,077			266,922
	–			–	–			–			–			(15,975	)		–			(92,298	)		–			–			–			–			–
	789,656			87,639	153,588			909,043			346,895			101,179			1,022,462			688,683			996,866			1,670,372			474,096			234,077			266,922
	2,313,621			325,183	740,447			1,070,380			32,512			185,414			619,872			555,499			666,760			(669,035	)		172,336			506,529			185,235
	–			–	–			–			(74,350	)		–			–			–			–			–			–			–			–
	1,751,079			87,091	(20,676	)		2,604,981			53,162			671,085			13,799,567			10,483,962			5,747,502			16,615,174			1,524,568			457,618			17,869
	–			–	–			–			–			–			–			–			–			–			–			–			–
	–			–	–			–			–			–			–			–			–			–			–			–			–
	–			–	–			–			–			–			–			–			–			–			–			–			–
	–			–	–			–			(140,570	)		–			–			–
	(142,850	)		174,846	(348,106	)		(1,652,215	)		1,602,650			(537,364	)		(10,427,759	)		(5,801,521	)		3,715,238			484,272			1,826,973			1,349,146			1,893,368
	–			–	–			–			–			–			–			–			–			–			–			–			–
	1,608,229			261,937	(368,782	)		952,766			1,440,892			133,721			3,371,808			4,682,441			9,462,740			17,099,446			3,351,541			1,806,764			1,911,237
$	3,921,850		$	587,120	$371,665		$	2,023,146		$	1,473,404		$	319,135		$	3,991,680		$	5,237,940		$	10,129,500		$	16,430,411		$	3,523,877		$	2,313,293		$	2,096,472

See accompanying Notes to Financial Statements.
	39

Madison Funds | April 30, 2015

Statements of Operations for the Six-Months Ended April 30, 2015 (unaudited)
		Hansberger			Madison Target			Madison Target		Madison Target		Madison Target
		International			Retirement			Retirement		Retirement		Retirement
		Growth Fund			2020 Fund			2030 Fund		2040 Fund		2050 Fund
Investment Income:
Dividends
Unaffiliated issuers	$	616,274		$	542,741		$	746,618	$	525,802	$	202,124
Less: Foreign taxes withheld		(44,283	)		–			–		–		–
Total investment income		571,991			542,741			746,618		525,802		202,124
Expenses:1
Advisory agreement fees		263,952			77,044			104,265		72,881		27,658
Service agreement fees		90,087			15,409			20,853		14,576		5,532
Other expenses		1,639			–			–		–		–
Total expenses.		355,678			92,453			125,118		87,457		33,190
Net Investment Income		216,313			450,288			621,500		438,345		168,934
Net Realized and Unrealized Gain (Loss) on Investments
Net realized gain on investments (including net realized gain (loss) on foreign currency related transactions)
Unaffiliated issuers		5,896,113			1,732,279			2,110,498		1,651,342		545,269
Capital gain distributions received from underlying funds
Unaffiliated issuers		–			177,497			264,025		231,038		99,370
Net change in unrealized appreciation (depreciation) on investments (including net unrealized appreciation (depreciation) on foreign currency related transactions)
Unaffiliated issuers		(658,677	)		(237,766	)		449,322		241,112		214,854
Net Realized and Unrealized Gain on Investments		5,237,436			1,672,010			2,823,845		2,123,492		859,493
Net Increase in Net Assets from Operations	$	5,453,749		$	2,122,298		$	3,445,345	$	2,561,837	$	1,028,427
1 See Note 3 for information on expenses.

See accompanying Notes to Financial Statements.

40

Madison Funds | April 30, 2015
Statements of Changes in Net Assets
		Conservative Allocation Fund						Moderate Allocation Fund						Aggressive Allocation Fund						Cash Reserves Fund
		Six-Months			Year			Six-Months			Year			Six-Months			Year			Six-Months			Year
		Ended			Ended			Ended			Ended			Ended			Ended			Ended			Ended
		April 30, 2015			October 31,			April 30, 2015			October 31,			April 30, 2015			October 31,			April 30, 2015			October 31,
		(unaudited)			2014			(unaudited)			2014			(unaudited)			2014			(unaudited)			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		416,550			754,993			870,247			1,181,514			332,672			319,360			–			–
Net realized gain.		2,584,938			3,857,014			8,529,773			13,932,757			4,353,104			5,925,247			–			–
Net change in unrealized depreciation		(998,039	)		(439,981	)		(4,267,477	)		(4,002,919	)		(2,201,817	)		(917,293	)		–			–
Net increase in net assets from operations		2,003,449			4,172,026			5,132,543			11,111,352			2,483,959			5,327,314			–			–
Distributions to shareholders from:
Net investment income
Class A		(464,815	)		(545,505	)		(1,515,732	)		(1,325,591	)		(712,369	)		(146,020	)		–			–
Class B		(52,694	)		(56,958	)		(288,639	)		(167,155	)		(131,546	)		–			–			–
Class C		(92,061	)		(89,391	)		(73,012	)		(37,587	)		(25,700	)		–			–			–
Net realized gains
Class A		(1,947,168	)		(170,950	)		(5,792,027	)		–			(3,391,539	)		–			–			–
Class B		(477,033	)		(45,469	)		(1,751,818	)		–			(974,688	)		–			–			–
Class C		(819,430	)		(68,404	)		(443,063	)		–			(190,426	)		–			–			–
Total distributions		(3,853,201	)		(976,677	)		(9,864,291	)		(1,530,333	)		(5,426,268	)		(146,020	)		–			–
Capital Stock transactions:
Class A Shares
Shares sold		5,474,359			7,253,706			7,351,556			10,239,076			2,943,878			5,059,417			3,797,203			3,566,314
Issued to shareholders in reinvestment of distributions		2,398,998			710,504			7,261,935			1,315,643			4,090,811			145,468			–			–
Shares redeemed		(3,319,958	)		(7,780,575	)		(8,775,271	)		(14,186,325	)		(3,001,380	)		(4,926,145	)		(2,828,967	)		(7,548,377	)
Net increase (decrease) from capital stock transactions		4,553,399			183,635			5,838,220			(2,631,606	)		4,033,309			278,740			968,236			(3,982,063	)
Class B Shares
Shares sold		624,635			1,340,049			2,132,488			3,345,756			1,005,907			1,282,352			121,699			387,839
Issued to shareholders in reinvestment of distributions		528,357			101,955			2,033,723			166,921			1,103,670			–			–			–
Shares redeemed		(1,302,395	)		(2,124,420	)		(3,961,722	)		(5,492,795	)		(1,236,389	)		(1,672,008	)		(343,709	)		(450,635	)
Net increase (decrease) from capital stock transactions		(149,403	)		(682,416	)		204,489			(1,980,118	)		873,188			(389,656	)		(222,010	)		(62,796	)
Class C Shares
Shares sold		1,786,857			3,563,170			1,208,238			1,389,856			252,155			442,054
Issued to shareholders in reinvestment of distributions		902,227			156,682			488,581			35,303			211,144			–
Shares redeemed		(1,201,763	)		(2,346,437	)		(440,995	)		(1,039,046	)		(210,061	)		(212,774	)
Net increase from capital stock transactions		1,487,321			1,373,415			1,255,824			386,113			253,238			229,280
Total net increase (decrease) from capital stock transactions		5,891,317			874,634			7,298,533			(4,225,611	)		5,159,735			118,364			746,226			(4,044,859	)
Total increase (decrease) in net assets		4,041,565			4,069,983			2,566,785			5,355,408			2,217,426			5,299,658			746,226			(4,044,859	)
Net Assets at end of period	$	78,820,892		$	74,779,327		$	153,187,869		$	150,621,084		$	63,524,401		$	61,306,975		$	21,777,563		$	21,031,337
Undistributed net investment income (loss) included in net assets	$	(125,467	)		$ 67,553		$	(584,374	)	$	422,762		$	(340,691	)	$	196,252		$	–		$	–
Capital Share transactions:
Class A Shares
Shares sold		498,529			662,930			615,254			863,775			240,159			412,704			3,797,203			3,566,314
Issued to shareholders in reinvestment of distributions		223,707			65,219			627,110			112,641			345,800			11,983			–			–
Shares redeemed		(303,870	)		(711,202	)		(735,383	)		(1,193,833	)		(244,349	)		(399,549	)		(2,828,967	)		(7,548,377	)
Net increase (decrease) from capital stock transactions		418,366			16,947			506,981			(217,417	)		341,610			25,138			968,236			(3,982,063	)
Class B Shares
Shares sold		56,837			122,280			179,566			282,906			83,597			105,674			121,699			387,839
Issued to shareholders in reinvestment of distributions		48,976			9,354			175,927			14,291			94,492			–			–			–
Shares redeemed		(118,237	)		(193,708	)		(333,899	)		(463,855	)		(102,509	)		(136,891	)		(343,709	)		(450,635	)
Net increase (decrease) from capital stock transactions		(12,424	)		(62,074	)		21,594			(166,658	)		75,580			(31,217	)		(222,010	)		(62,796	)
Class C Shares
Shares sold		161,979			325,243			102,247			117,752			20,987			36,637
Issued to shareholders in reinvestment of distributions		83,553			14,369			42,228			3,020			18,062			–
Shares redeemed		(109,028	)		(213,865	)		(37,116	)		(87,784	)		(17,472	)		(17,247	)
Net increase from capital stock transactions		136,504			125,747			107,359			32,988			21,577			19,390

See accompanying Notes to Financial Statements.
	41

Madison Funds | April 30, 2015
Statements of Changes in Net Assets
		Tax-Free Virginia Fund						Tax-Free National Fund						Government Bond Fund						High Quality Bond Fund
		Six-Months						Six-Months						Six-Months						Six-Months
		Ended			Year			Ended			Year			Ended			Year			Ended			Year
		April 30,			Ended			April 30,			Ended			April 30,			Ended			April 30,			Ended
		2015			October 31,			2015			October 31,			2015			October 31,			2015			October 31,
		(unaudited)			2014			(unaudited)			2014			(unaudited)			2014			(unaudited)			2014
Net Assets at beginning of period	$	23,100,256		$	23,407,619		$	28,414,758		$	27,805,398		$	3,863,541		$	4,364,033		$	118,082,335		$	132,687,696
Increase (decrease) in net assets from operations:
Net investment income		288,033			611,384			350,616			742,096			19,598			40,466			521,600			1,258,319
Net realized gain.		72,781			150,594			119,581			224,828			612			17,011			291,309			118,611
Net change in unrealized appreciation (depreciation)		(131,982	)		550,339			(151,947	)		801,303			8,474			(28,970	)		73,278			(29,887	)
Net increase in net assets from operations		228,832			1,312,317			318,250			1,768,227			28,684			28,507			886,187			1,347,043
Distributions to shareholders from:
Net investment income
Class Y		(288,044	)		(611,560	)		(350,695	)		(742,302	)		(20,619	)		(41,671	)		(530,409	)		(1,276,087	)
Net realized gains
Class Y		(150,588	)		(375,715	)		(217,904	)		(127,150	)		(15,387	)		(16,815	)		(118,544	)		(484,991	)
Total distributions		(438,632	)		(987,275	)		(568,599	)		(869,452	)		(36,006	)		(58,486	)		(648,953	)		(1,761,078	)
Capital Stock transactions:
Class Y Shares
Shares sold		43,320			393,632			366,649			1,143,659			305,898			290,562			28,982,210			57,687,784
Issued to shareholders in reinvestment of distributions		423,159			944,525			417,495			629,479			35,129			57,084			269,496			640,280
Shares redeemed		(748,418	)		(1,970,562	)		(1,023,526	)		(2,062,553	)		(358,130	)		(818,159	)		(33,343,267	)		(72,519,390	)
Net decrease from capital stock transactions		(281,939	)		(632,405	)		(239,382	)		(289,415	)		(17,103	)		(470,513	)		(4,091,561	)		(14,191,326	)
Total net decrease from capital stock transactions		(281,939	)		(632,405	)		(239,382	)		(289,415	)		(17,103	)		(470,513	)		(4,091,561	)		(14,191,326	)
Total increase (decrease) in net assets		(491,739	)		(307,363	)		(489,731	)		609,360			(24,425	)		(500,492	)		(3,854,327	)		(14,605,361	)
Net Assets at end of period	$	22,608,517		$	23,100,256		$	27,925,027		$	28,414,758		$	3,839,116		$	3,863,541		$	114,228,008		$	118,082,335
Undistributed net investment income (loss) included in net assets	$	2,504		$	2,515		$	3,038		$	3,117		$	(851	)	$	170		$	93,003		$	101,812
Capital Share transactions:
Class Y Shares
Shares sold		3,703			34,165			33,084			105,412			28,956			27,439			2,615,265			5,229,733
Issued to shareholders in reinvestment of distributions		36,287			82,623			37,819			58,172			3,332			5,404			24,438			58,387
Shares redeemed		(64,068	)		(170,870	)		(92,287	)		(189,820	)		(33,871	)		(77,291	)		(3,015,947	)		(6,575,967	)
Net decrease from capital share transactions		(24,078	)		(54,082	)		(21,384	)		(26,236	)		(1,583	)		(44,448	)		(376,244	)		(1,287,847	)

See accompanying Notes to Financial Statements.

42

Madison Funds | April 30, 2015
Statements of Changes in Net Assets
		Core Bond Fund						Corporate Bond Fund						High Income Fund						Diversified Income Fund
		Six-Months						Six-Months						Six-Months						Six-Months
		Ended			Year			Ended			Year			Ended			Year			Ended			Year
		April 30,			Ended			April 30,			Ended			April 30,			Ended			April 30,			Ended
		2015			October 31,			2015			October 31,			2015			October 31,			2015			October 31,
		(unaudited)			2014			(unaudited)			2014			(unaudited)			2014			(unaudited)			2014
Net Assets at beginning of period	$	225,218,208		$	153,794,099		$	27,010,078		$	19,742,741		$	31,251,076		$	48,544,980		$	145,286,852		$	126,549,734
Increase (decrease) in net assets from operations:
Net investment income		2,313,621			4,204,375			325,183			527,351			740,447			2,102,819			1,070,380			2,013,684
Net realized gain (loss)		1,751,079			2,118,236			87,091			65,662			(20,676	)		1,708,404			2,604,981			5,595,030
Net change in unrealized appreciation (depreciation)		(142,850	)		(181,307	)		174,846			371,880			(348,106	)		(1,532,500	)		(1,652,215	)		2,951,218
Net increase in net assets from operations		3,921,850			6,141,304			587,120			964,893			371,665			2,278,723			2,023,146			10,559,932
Distributions to shareholders from:
Net investment income
Class A		(336,456	)		(768,317	)		–			–			(689,318	)		(1,532,619	)		(984,116	)		(1,833,076	)
Class B		(19,941	)		(52,861	)		–			–			(43,112	)		(99,991	)		(64,604	)		(126,493	)
Class C		–			–			–			–			–			–			(53,529	)		(82,200	)
Class Y		(2,141,101	)		(3,578,402	)		(324,756	)		(526,572	)		(8,149	)		(474,514	)		–			–
Class R6		(5,314	)		(245	)		–			–			–			–			–			–
Net realized gains
Class A		(288,322	)		(183,135	)		–			–			(1,576,185	)		(1,402,074	)		–			–
Class B		(28,595	)		(20,191	)		–			–			(120,683	)		(114,583	)		–			–
Class Y		(1,598,222	)		(577,721	)		(40,614	)		–			(11,512	)		(865,371	)		–			–
Class R6		(3,894	)		(48	)		–			–			–			–			–			–
Total distributions		(4,421,845	)		(5,180,920	)		(365,370	)		(526,572	)		(2,448,959	)		(4,489,152	)		(1,102,249	)		(2,041,769	)
Capital Stock transactions:
Class A Shares
Shares sold		2,170,037			2,647,156									1,004,568			4,650,169			9,668,700			18,548,756
Issued to shareholders in reinvestment of distributions		585,688			891,515									1,935,198			2,501,528			964,986			1,795,214
Shares redeemed		(2,617,551	)		(9,743,095	)								(2,792,381	)		(5,646,298	)		(6,948,537	)		(13,553,386	)
Net increase (decrease) from capital stock transactions		138,174			(6,204,424	)								147,385			1,505,399			3,685,149			6,790,584
Class B Shares
Shares sold		80,420			154,398									34,199			321,030			1,185,507			2,215,483
Issued to shareholders in reinvestment of distributions		47,668			72,102									130,176			181,701			64,358			126,014
Shares redeemed		(517,108	)		(1,221,097	)								(317,781	)		(685,506	)		(1,335,699	)		(3,154,179	)
Net decrease from capital stock transactions		(389,020	)		(994,597	)								(153,406	)		(182,775	)		(85,834	)		(812,682	)
Class C Shares
Shares sold																				1,913,597			5,377,576
Issued to shareholders in reinvestment of distributions																				52,769			80,942
Shares redeemed																				(963,552	)		(1,217,465	)
Net increase from capital stock transactions																				1,002,814			4,241,053
Class Y Shares
Shares sold		10,010,162			92,417,586			65,224			7,198,487			368,593			1,311,977
Issued to shareholders in reinvestment of distributions		943,954			1,122,533			13,167			23,415			18,565			35,460
Shares redeemed		(9,374,143	)		(15,877,666	)		(140,492	)		(392,886	)		(471,594	)		(17,753,536	)
Net increase (decrease) from capital stock transactions		1,579,973			77,662,453			(62,101	)		6,829,016			(84,436	)		(16,406,099	)
Class R6 Shares
Shares sold		487,376			–
Issued to shareholders in reinvestment of distributions		9,208			293
Shares redeemed		(12,277	)		–
Net increase from capital stock transactions		484,307			293
Total net increase (decrease) from capital stock transactions		1,813,434			70,463,725			(62,101	)		6,829,016			(90,457	)		(15,083,475	)		4,602,129			10,218,955
Total increase (decrease) in net assets		1,313,439			71,424,109			159,649			7,267,337			(2,167,751	)		(17,293,904	)		5,523,026			18,737,118
Net Assets at end of period		226,531,647			225,218,208			27,169,727			27,010,078			29,083,325			31,251,076			150,809,878			145,286,852
Undistributed net investment income (loss) included in net assets		(168,330	)		20,861			3,062			2,635			6,464			6,596			(29,968	)		1,901
Capital Share transactions:
Class A Shares
Shares sold		211,537			259,612									157,523			677,461			647,730			1,291,377
Issued to shareholders in reinvestment of distributions		57,335			87,908									311,519			366,432			64,503			124,380
Shares redeemed		(254,807	)		(959,431	)								(437,104	)		(822,021	)		(465,115	)		(942,377	)
Net increase (decrease) from capital stock transactions		14,065			(611,911	)								31,938			221,872			247,118			473,380
Class B Shares
Shares sold		7,833			15,174									5,190			45,511			78,991			153,724
Issued to shareholders in reinvestment of distributions		4,671			7,120									20,470			26,046			4,272			8,689
Shares redeemed		(50,332	)		(120,166	)								(48,887	)		(96,615	)		(88,950	)		(219,143	)
Net decrease from capital stock transactions		(37,828	)		(97,872	)								(23,227	)		(25,058	)		(5,687	)		(56,730	)
Class C Shares
Shares sold																				127,571			372,703
Issued to shareholders in reinvestment of distributions																				3,504			5,571
Shares redeemed																				(64,026	)		(84,099	)
Net decrease from capital stock transactions																				67,049			294,175
Class Y Shares
Shares sold		977,100			9,103,829			5,628			631,195			58,968			192,649
Issued to shareholders in reinvestment of distributions		92,641			110,849			1,137			2,053			3,011			5,245
Shares redeemed		(914,596	)		(1,565,428	)		(12,118	)		(34,705	)		(74,639	)		(2,602,446	)
Net increase (decrease) from capital stock transactions		155,145			7,649,250			(5,353	)		598,543			(12,660	)		(2,404,552	)
Class R6 Shares
Shares sold		47,641			–
Issued to shareholders in reinvestment of distributions		902			29
Shares redeemed		(1,197	)		–
Net increase from capital stock transactions		47,346			29

See accompanying Notes to Financial Statements.
	43

Madison Funds | April 30, 2015
Statements of Changes in Net Assets
		Covered Call & Equity Income Fund1						Dividend Income Fund						Large Cap Value Fund						Investors Fund
		Six-Months						Six-Months						Six-Months						Six-Months
		Ended			Year			Ended			Year			Ended			Year			Ended			Year
		April 30,			Ended			April 30,			Ended			April 30,			Ended			April 30,			Ended
		2015			October 31,			2015			October 31,			2015			October 31,			2015			October 31,
		(unaudited)			2014			(unaudited)			2014			(unaudited)			2014			(unaudited)			2014
Net Assets at beginning of period	$	60,220,920		$	39,239,210		$	21,518,235		$	18,657,813		$	203,817,722		$	204,476,151		$	173,358,800		$	203,678,461
Increase (decrease) in net assets from operations:
Net investment income (loss)		32,512			(73,068	)		185,414			338,908			619,872			1,780,823			555,499			888,734
Net realized gain (loss)		(21,188	)		4,391,243			671,085			1,215,981			13,799,567			33,719,665			10,483,962			31,504,261
Net change in unrealized appreciation (depreciation)		1,462,080			(815,479	)		(537,364	)		784,431			(10,427,759	)		(9,008,042	)		(5,801,521	)		(4,278,949	)
Net increase in net assets from operations		1,473,404			3,502,696			319,135			2,339,320			3,991,680			26,492,446			5,237,940			28,114,046
Distributions to shareholders from:
Net investment income
Class A		(303,875	)		(575,155	)		–			–			(530,834	)		(558,942	)		(3,124	)		(256	)
Class B		–			–			–			–			(982	)		(2,969	)		–			–
Class C		(122,755	)		(238,449	)		–			–			–			–			–			–
Class Y		(830,330	)		(1,729,015	)		(163,419	)		(338,908	)		(1,222,110	)		(1,439,649	)		(722,755	)		(205,696	)
Class R6		(7,138	)		(7,480	)		–			–			–			–			(31,748	)		(6,296	)
Net realized gains
Class A		(346,247	)		(244,921	)		–			–			(9,855,995	)		–			(282,552	)		(16,415	)
Class B		–			–			–			–			(680,861	)		–			–			–
Class C		(157,719	)		(81,744	)		–			–			–			–			–			–
Class Y		(1,233,837	)		(829,777	)		(1,219,689	)		(554,711	)		(16,853,584	)		–			(29,941,971	)		(5,995,694	)
Class R6		(10,324	)		(3,628	)		–			–			–			–			(1,315,235	)		(183,523	)
Total distributions		(3,012,225	)		(3,710,169	)		(1,383,108	)		(893,619	)		(29,144,366	)		(2,001,560	)		(32,297,385	)		(6,407,880	)
Capital Stock transactions:
Class A Shares
Shares sold		4,566,938			4,129,974									3,164,093			5,087,856			681,596			1,035,158
Issued to shareholders in reinvestment of distributions		561,019			788,884									10,243,270			551,494			279,828			16,672
Shares redeemed		(1,014,164	)		(1,031,688	)								(4,122,070	)		(10,428,959	)		(33,001	)		(81,568	)
Net increase (decrease) from capital stock transactions		4,113,793			3,887,170									9,285,293			(4,789,609	)		928,423			970,262
Class B Shares
Shares sold														265,540			730,039
Issued to shareholders in reinvestment of distributions														678,940			2,952
Shares redeemed														(671,769	)		(1,691,990	)
Net increase (decrease) from capital stock transactions														272,711			(958,999	)
Class C Shares
Shares sold		2,152,191			2,482,092
Issued to shareholders in reinvestment of distributions		218,787			256,128
Shares redeemed		(340,120	)		(120,714	)
Net increase from capital stock transactions		2,030,858			2,617,506
Class Y Shares
Shares sold		17,937,667			29,632,400			1,524,044			4,344,388			6,928,704			32,136,613			5,711,641			35,887,369
Issued to shareholders in reinvestment of distributions		1,171,721			993,428			1,326,483			861,540			18,074,172			1,439,649			17,846,708			4,069,483
Shares redeemed		(20,920,878	)		(15,977,429	)		(1,675,142	)		(3,791,207	)		(15,468,417	)		(52,976,969	)		(42,143,101	)		(90,388,771	)
Net increase (decrease) from capital stock transactions		(1,811,490	)		14,648,399			1,175,385			1,414,721			9,534,459			(19,400,707	)		(18,584,752	)		(50,431,919	)
Class R6 Shares
Shares sold		231,955			25,000															1,943,379			322,986
Issued to shareholders in reinvestment of distributions		16,266			11,108															1,346,983			189,820
Shares redeemed		(50,827	)		–															(411,752	)		(3,076,976	)
Net increase (decrease) from capital stock transactions		197,394			36,108															2,878,610			(2,564,170	)
Total net increase (decrease) from capital stock transactions		4,530,555			21,189,183			1,175,385			1,414,721			19,092,463			(25,149,315	)		(14,777,719	)		(52,025,827	)
Total increase (decrease) in net assets		2,991,734			20,981,710			111,412			2,860,422			(6,060,223	)		(658,429	)		(41,837,164	)		(30,319,661	)
Net Assets at end of period	$	63,212,654		$	60,220,920		$	21,629,647		$	21,518,235		$	197,757,499		$	203,817,722		$	131,521,636		$	173,358,800
Undistributed net investment income (loss) included in net assets	$	(1,231,586	)	$	–		$	24,196		$	2,201		$	278,013		$	1,412,067		$	500,203		$	702,331
Capital Share transactions:
Class A Shares
Shares sold		468,014			413,192									179,822			278,846			31,426			43,777
Issued to shareholders in reinvestment of distributions		58,301			79,490									596,927			31,264			13,268			724
Shares redeemed		(104,405	)		(103,163	)								(234,557	)		(568,779	)		(1,550	)		(3,400	)
Net increase (decrease) from capital stock transactions		421,910			389,519									542,192			(258,669	)		43,144			41,101
Class B Shares
Shares sold														15,399			40,704
Issued to shareholders in reinvestment of distributions														40,127			169
Shares redeemed														(38,994	)		(94,460	)
Net increase (decrease) from capital stock transactions														16,532			(53,587	)
Class C Shares
Shares sold		225,516			251,128
Issued to shareholders in reinvestment of distributions		23,234			26,186
Shares redeemed		(36,010	)		(12,321	)
Net increase from capital stock transactions		212,740			264,993
Class Y Shares
Shares sold		1,815,206			2,943,413			66,191			193,006			405,935			1,774,354			262,180			1,539,785
Issued to shareholders in reinvestment of distributions		120,157			99,219			57,985			38,403			1,054,503			81,705			845,816			176,780
Shares redeemed		(2,128,652	)		(1,574,659	)		(72,560	)		(169,660	)		(844,012	)		(2,914,791	)		(1,917,867	)		(3,780,734	)
Net increase (decrease) from capital stock transactions		(193,289	)		1,467,973			51,616			61,749			616,426			(1,058,732	)		(809,871	)		(2,064,169	)
Class R6 Shares
Shares sold		23,166			2,512															78,492			13,602
Issued to shareholders in reinvestment of distributions		1,664			1,107															63,627			8,239
Shares redeemed		(5,128	)		–															(19,128	)		(136,434	)
Net increase (decrease) from capital stock transactions		19,702			3,619															122,991			(114,593	)
1Prior to close of business on February 28, 2014, the Fund was known as the Equity Income Fund. See Note 1.

See accompanying Notes to Financial Statements.

44

Madison Funds | April 30, 2015
Statements of Changes in Net Assets
		Large Cap Growth Fund						Mid Cap Fund						Small Cap Fund					NorthRoad International Fund
		Six-Months						Six-Months						Six-Months						Six-Months
		Ended			Year			Ended			Year			Ended			Year			Ended			Year
		April 30,			Ended			April 30,			Ended			April 30,			Ended			April 30,			Ended
		2015			October 31,			2015			October 31,			2015			October 31,			2015			October 31,
		(unaudited)			2014			(unaudited)			2014			(unaudited)			2014			(unaudited)			2014
Net Assets at beginning of period	$	187,202,550		$	156,356,448		$	290,650,610		$	323,586,628		$	64,439,940		$	50,280,101		$	45,425,305		$	32,628,399
Increase (decrease) in net assets from operations:
Net investment income (loss)		666,760			517,060			(669,035	)		(711,103	)		172,336			309,327			506,529			783,752
Net realized gain.		5,747,502			14,683,779			16,615,174			51,687,953			1,524,568			4,258,634			457,618			1,651,193
Net change in unrealized appreciation (depreciation)		3,715,238			8,479,224			484,272			(19,200,340	)		1,826,973			(656,750	)		1,349,146			(4,183,840	)
Net increase (decrease) in net assets from operations		10,129,500			23,680,063			16,430,411			31,776,510			3,523,877			3,911,211			2,313,293			(1,748,895	)
Distributions to shareholders from:
Net investment income
Class A		(153,577	)		(1	)		–			–			(8,622	)		–			–			–
Class Y		(574,923	)		(199,656	)		–			–			(334,294	)		(2,317	)		(674,182	)		(526,648	)
Class R6		–			–			–			–			–			–			(180,437	)		(204	)
Net realized gains
Class A		(5,000,862	)		(2,167,745	)		(10,096,248	)		(3,967,132	)		(191,090	)		(187,370	)		–			–
Class B		(405,695	)		(204,606	)		(827,996	)		(411,064	)		(25,961	)		(20,771	)		–			–
Class Y		(8,983,417	)		(3,413,769	)		(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		(15,118,474	)		(5,985,777	)		(48,830,010	)		(22,075,642	)		(4,060,167	)		(2,155,479	)		(2,580,380	)		(1,308,950	)
Capital Stock transactions:
Class A Shares
Shares sold		1,888,440			5,417,757			2,028,636			4,513,570			356,373			724,712
Issued to shareholders in reinvestment of distributions		5,091,132			2,142,366			10,025,872			3,933,648			199,707			187,260
Shares redeemed		(3,591,112	)		(9,129,847	)		(3,527,078	)		(9,757,434	)		(326,137	)		(1,874,511	)
Net increase (decrease) from capital stock transactions		3,388,460			(1,569,724	)		8,527,430			(1,310,216	)		229,943			(962,539	)
Class B Shares
Shares sold		437,666			465,516			189,303			462,609			42,818			111,058
Issued to shareholders in reinvestment of distributions		404,362			203,976			827,123			410,354			25,961			20,588
Shares redeemed		(573,790	)		(1,515,416	)		(706,223	)		(2,141,980	)		(71,617	)		(111,768	)
Net increase (decrease) from capital stock transactions		268,238			(845,924	)		310,203			(1,269,017	)		(2,838	)		19,878
Class Y Shares
Shares sold		8,468,810			40,766,887			16,852,781			27,738,092			16,222,322			27,454,584			4,630,810			15,883,967
Issued to shareholders in reinvestment of distributions		9,558,340			3,613,425			25,946,268			12,242,989			3,544,488			1,418,926			525,273			319,523
Shares redeemed		(14,246,640	)		(28,812,848	)		(38,778,721	)		(78,676,105	)		(2,893,824	)		(15,526,742	)		(4,172,682	)		(9,240,235	)
Net increase (decrease) from capital stock transactions		3,780,510			15,567,464			4,020,328			(38,695,024	)		16,872,986			13,346,768			983,401			6,963,255
Class R6 Shares
Shares sold								1,218,590			644,684									855,072			8,890,990
Issued to shareholders in reinvestment of distributions								1,049,409			320,452									544,799			506
Shares redeemed								(218,011	)		(2,327,765	)								(32,224	)		–
Net increase (decrease) from capital stock transactions								2,049,988			(1,362,629	)								1,367,647			8,891,496
Total net increase (decrease) from capital stock transactions		7,437,208			13,151,816			14,907,949			(42,636,886	)		17,100,091			12,404,107			2,351,048			15,854,751
Total increase (decrease) in net assets		2,448,234			30,846,102			(17,491,650	)		(32,936,018	)		16,563,801			14,159,839			2,083,961			12,796,906
Net Assets at end of period	$	189,650,784		$	187,202,550		$	273,158,960		$	290,650,610		$	81,003,741		$	64,439,940		$	47,509,266		$	45,425,305
Undistributed net investment income (loss) included in net assets	$	455,319		$	517,059		$	(669,035	)	$	–		$	104,375		$	274,955		$	400,267		$	748,357
Capital Share transactions:
Class A Shares
Shares sold		82,425			245,967			229,230			485,015			23,506			49,333
Issued to shareholders in reinvestment of distributions		228,200			100,064			1,182,296			427,106			13,261			12,602
Shares redeemed		(156,941	)		(412,845	)		(401,373	)		(1,041,231	)		(21,798	)		(129,652	)
Net increase (decrease) from capital stock transactions		153,684			(66,814	)		1,010,153			(129,110	)		14,969			(67,717	)
Class B Shares
Shares sold		21,686			23,799			24,748			55,249			2,967			7,756
Issued to shareholders in reinvestment of distributions		20,474			10,602			112,995			49,861			1,801			1,436
Shares redeemed		(28,359	)		(77,390	)		(92,691	)		(258,038	)		(4,949	)		(7,981	)
Net increase (decrease) from capital stock transactions		13,801			(42,989	)		45,052			(152,928	)		(181	)		1,211
Class Y Shares
Shares sold		363,886			1,808,577			1,893,225			2,917,626			1,062,491			1,873,671			410,305			1,274,876
Issued to shareholders from capital stock transactions		425,193			167,599			2,978,906			1,302,445			235,202			95,358			49,789			26,738
Shares redeemed		(615,351	)		(1,334,746	)		(4,232,998	)		(8,241,261	)		(189,929	)		(1,056,199	)		(380,923	)		(779,518	)
Net increase (decrease) in shares outstanding		173,728			641,430			639,133			(4,021,190	)		1,107,764			912,830			79,171			522,096
Class R6 Shares
Shares sold								122,498			67,209									74,351			746,515
Issued to shareholders in reinvestment of distributions								119,523			33,982									51,299			42
Shares redeemed								(24,082	)		(240,479	)								(2,877	)		–
Net increase (decrease) from capital stock transactions								217,939			(139,288	)								122,773			746,557

See accompanying Notes to Financial Statements.
	45

Madison Funds | April 30, 2015
Statements of Changes in Net Assets
		International Stock Fund						Hansberger International Growth Fund*
		Six-Months			Year			Six-Months			Year			Year
		Ended			Ended			Ended			Ended			Ended
		April 30,2015			October 31,			April 30,2015			October 31,			December 31,
		(unaudited)			2014			(unaudited)			20141			2013
Net Assets at beginning of period	$	33,010,915		$	62,150,969		$	156,780,547		$	266,555,325		$	522,595,541
Increase (decrease) in net assets from operations:
Net investment income		185,235			780,376			216,313			2,555,878			3,708,991
Net realized gain.		17,869			10,955,287			5,896,113			19,367,136			43,393,169
Net change in unrealized appreciation (depreciation)		1,893,368			(9,847,171	)		(658,677	)		(38,589,621	)		6,406,886
Net increase (decrease) in net assets from operations		2,096,472			1,888,492			5,453,749			(16,666,607	)		53,509,046
Distributions to shareholders from:
Net investment income
Class A		(533,657	)		(196,126	)		–			–			–
Class B		(31,860	)		(4,534	)		–			–			–
Class Y		(210,332	)		(341,577	)		(130,885	)		–			(40,911	)
Class I		–			–			(2,365,747	)		–			(3,315,218	)
Total distributions		(775,849	)		(542,237	)		(2,496,632	)		–			(3,356,129	)
Capital Stock transactions:
Class A Shares
Shares sold		1,404,645			3,237,394
Issued to shareholders in reinvestment of distributions		527,393			193,731
Shares redeemed		(1,918,166	)		(5,088,253	)
Net increase (decrease) from capital stock transactions		13,872			(1,657,128	)
Class B Shares
Shares sold		173,097			223,658
Issued to shareholders in reinvestment of distributions		31,860			4,518
Shares redeemed		(409,461	)		(1,135,578	)
Net decrease from capital stock transactions		(204,504	)		(907,402	)
Class Y Shares
Shares sold		7,468,918			14,862,886			1,069			47,615			311,359
Issued to shareholders in reinvestment of distributions		210,332			61,110			128,025			–			40,272
Shares redeemed		(1,691,229	)		(42,845,775	)		(284,422	)		(802,844	)		(1,435,511	)
Net increase (decrease) from capital stock transactions		5,988,021			(27,921,779	)		(155,328	)		(755,229	)		(1,083,880	)
Class I Shares
Shares sold		–			–			529,811			927,144			10,861,909
Issued to shareholders in reinvestment of distributions		–			–			2,365,747			–			2,748,605
Shares redeemed		–			–			(104,956,602	)		(93,280,086	)		(318,719,767	)
Net decrease from capital stock transactions		–			–			(102,061,044	)		(92,352,942	)		(305,109,253	)
Total increase (decrease) from capital stock transactions		5,797,389			(30,486,309	)		(102,216,372	)		(93,108,171	)		(306,193,133	)
Total increase (decrease) in net assets		7,118,012			(29,140,054	)		(99,259,255	)		(109,774,778	)		(256,040,216	)
Net Assets at end of period	$	40,128,927		$	33,010,915		$	57,521,292		$	156,780,547		$	266,555,325
Undistributed net investment income (loss) included in net assets	$	190,855		$	781,469		$	(39,431	)	$	2,240,888		$	(268,082	)
Capital Share transactions:
Class A Shares
Shares sold		106,159			241,599
Issued to shareholders in reinvestment of distributions		41,790			14,425
Shares redeemed		(147,419	)		(379,025	)
Net increase (decrease) from capital stock transactions		530			(123,001	)
Class B Shares
Shares sold		13,423			16,837
Issued to shareholders in reinvestment of distributions		2,569			342
Shares redeemed		(31,989	)		(86,152	)
Net decrease from capital stock transactions		(15,997	)		(68,973	)
Class Y Shares
Shares sold		564,619			1,118,323			65			2,674			19,024
Issued to shareholders in reinvestment of distributions		16,680			4,550			8,270			–			2,293
Shares redeemed		(129,886	)		(3,150,181	)		(17,546	)		(45,877	)		(87,609	)
Net increase (decrease) from capital stock transactions		451,413			(2,027,308	)		(9,211	)		(43,203	)		(66,292	)
Class I Shares
Shares sold								31,950			54,325			623,674
Issued to shareholders in reinvestment of distributions								152,826			–			156,616
Shares redeemed								(6,258,240	)		(5,530,183	)		(19,699,473	)
Net decrease from capital stock transactions								(6,073,464	)		(5,475,858	)		(18,919,183	)

*The Statements of Changes in Net Assets presented herein reflect 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.

¹Effective 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.

See accompanying Notes to Financial Statements.

46

Madison Funds | April 30, 2015
Statements of Changes in Net Assets
		Madison Target Retirement						Madison Target Retirement						Madison Target Retirement						Madison Target Retirement
		2020 Fund						2030 Fund						2040 Fund						2050 Fund
					Period from						Period from						Period from						Period from
		Six-Months			August 29,			Six-Months			August 29,			Six-Months			August 29,			Six-Months			August 29,
		Ended			2014 to			Ended			2014 to			Ended			2014 to			Ended			2014 to
		April 30,2015			October 31,			April 30,2015			October 31,			April 30,2015			October 31,			April 30,2015			October 31,
		(unaudited)			20141			(unaudited)			20141			(unaudited)			20141			(unaudited)			20141
Net Assets at beginning of period	$	61,964,350		$	–		$	82,852,177		$	–		$	58,902,574		$	–		$	21,265,564		$	–
Increase (decrease) in net assets from operations:
Net investment income		450,288			185,951			621,500			252,295			438,345			176,278			168,934			58,479
Net realized gain.		1,909,776			561,840			2,374,523			1,522,964			1,882,380			1,401,274			644,639			408,755
Net change in unrealized appreciation (depreciation)		(237,766	)		(791,797	)		449,322			(1,906,515	)		241,112			(1,699,031	)		214,854			(509,226	)
Net increase (decrease) in net assets from operations		2,122,298			(44,006	)		3,445,345			(131,256	)		2,561,837			(121,479	)		1,028,427			(41,992	)
Distributions to shareholders from:
Net investment income
Class R6		(537,568	)		–			(781,023	)		–			(588,549	)		–			(227,101	)		–
Net realized gains
Class R6		(604,746	)		–			(1,632,546	)		–			(1,513,220	)		–			(463,433	)		–
Total distributions		(1,142,314	)		–			(2,413,569	)		–			(2,101,769	)		–			(690,534	)		–
Capital Stock transactions:
Class R6 Shares
Shares sold		1,641,399			65,040,867			2,255,539			86,549,653			1,206,671			60,698,322			1,500,882			22,015,358
Issued to shareholders in reinvestment of distributions		1,142,314			–			2,413,569			–			2,101,769			–			690,534			–
Shares redeemed		(4,231,564	)		(3,032,511	)		(4,195,774	)		(3,566,220	)		(4,946,190	)		(1,674,269	)		(1,506,280	)		(707,802	)
Net increase (decrease) from capital stock transactions		(1,447,851	)		62,008,356			473,334			82,983,433			(1,637,750	)		59,024,053			685,136			21,307,556
Total increase (decrease) from capital stock transactions		(1,447,851	)		62,008,356			473,334			82,983,433			(1,637,750	)		59,024,053			685,136			21,307,556
Total increase (decrease) in net assets		(467,867	)		61,964,350			1,505,110			82,852,177			(1,177,682	)		58,902,574			1,023,029			21,265,564
Net Assets at end of period	$	61,496,483		$	61,964,350		$	84,357,287		$	82,852,177		$	57,724,892		$	58,902,574		$	22,288,593		$	21,265,564
Undistributed net investment income included in net assets	$	98,671		$	185,951		$	92,772		$	252,295		$	26,074		$	176,278		$	312		$	58,479
Capital Share transactions:
Class R6 Shares
Shares sold		161,911			6,504,391			223,491			8,656,906			120,570			6,070,505			148,990			2,202,492
Issued to shareholders in reinvestment of distributions		114,460			–			243,549			–			213,378			–			69,681			–
Shares redeemed		(418,523	)		(306,433	)		(415,318	)		(361,382	)		(495,640	)		(170,154	)		(150,494	)		(71,452	)
Net increase (decrease) from capital share transactions		(142,152	)		6,197,958			51,722			8,295,524			(161,692	)		5,900,351			68,177			2,131,040
1 Commenced investment operations August 29, 2014.

See accompanying Notes to Financial Statements.
	47

Madison Funds | April 30, 2015

Financial Highlights for a Share of Beneficial Interest Outstanding

	CONSERVATIVE ALLOCATION FUND
	CLASS A																		CLASS B
	Six Months			Year Ended October 31,															Six Months			Year Ended October 31,
	Ended 4/30/15 (unaudited)			2014			2013			2012			2011			2010			Ended 4/30/15 (unaudited)			2014			2013			2012			2011			2010
Net Asset Value at beginning of period	$	11.15		$	10.68		$	10.43		$	9.94		$	10.02		$	9.34		$	11.19		$	10.71		$	10.42		$	9.94		$	10.03		$	9.34
Income from Investment Operations:
Net investment income1		0.08			0.15			0.22			0.24			0.25			0.27			0.04			0.06			0.15			0.16			0.17			0.20
Net realized and unrealized gain on investments		0.23			0.50			0.48			0.50			0.04			0.70			0.23			0.51			0.47			0.50			0.05			0.71
Total from investment operations		0.31			0.65			0.70			0.74			0.29			0.97			0.27			0.57			0.62			0.66			0.22			0.91
Less Distributions:
Distributions from net investment income		(0.11	)		(0.14	)		(0.45	)		(0.25	)		(0.37	)		(0.29	)		(0.05	)		(0.05	)		(0.33	)		(0.18	)		(0.31	)		(0.22	)
Distributions from capital gains		(0.48	)		(0.04	)		–			–			–			–			(0.48	)		(0.04	)		–			–			–			–
Total distributions		(0.59	)		(0.18	)		(0.45	)		(0.25	)		(0.37	)		(0.29	)		(0.53	)		(0.09	)		(0.33	)		(0.18	)		(0.31	)		(0.22	)
Net increase (decrease) in net asset value		(0.28	)		0.47			0.25			0.49			(0.08	)		0.68			(0.26	)		0.48			0.29			0.48			(0.09	)		0.69
Net Asset Value at end of period	$	10.87		$	11.15		$	10.68		$	10.43		$	9.94		$	10.02		$	10.93		$	11.19		$	10.71		$	10.42		$	9.94		$	10.03
Total Return (%)2		2.85	3		6.13			6.90			7.60			3.00			10.58			2.48	3		5.41			6.05			6.75			2.19			9.87
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$	47,846		$	44,438		$	42,353		$	41,905		$	35,293		$	33,274		$	10,986		$	11,393		$	11,569		$	9,521		$	8,203		$	8,363
Ratios of expenses to average net assets:
Before reimbursement of expenses by Adviser (%)		0.70	4		0.70			0.70			0.70			0.70			0.70			1.45	4		1.45			1.45			1.45			1.45			1.45
After reimbursement of expenses by Adviser (%)		0.70	4		0.70			0.70			0.70			0.70			0.70			1.45	4		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 (%)		1.38	4		1.35			2.09			2.34			2.40			2.79			0.68	4		0.59			1.29			1.61			1.67			2.04
Portfolio turnover (%)5		33	3		96			69			40			26			50			33	3		96			69			40			26			50
	CONSERVATIVE ALLOCATION FUND
	CLASS C
	Six Months			Year Ended October 31,
	Ended 4/30/15 (unaudited)				2014			2013			2012			2011			2010
Net Asset Value at beginning of period	$	11.20		$	10.72		$	10.43		$	9.95		$	10.04		$	9.35
Income from Investment Operations:
Net investment income1		0.03			0.06			0.16			0.16			0.19			0.20
Net realized and unrealized gain on investments		0.23			0.51			0.46			0.50			0.03			0.71
Total from investment operations		0.26			0.57			0.62			0.66			0.22			0.91
Less Distributions:
Distributions from net investment income		(0.05	)		(0.05	)		(0.33	)		(0.18	)		(0.31	)		(0.22	)
Distributions from capital gains		(0.48	)		(0.04	)		–			–			–			–
Total distributions		(0.53	)		(0.09	)		(0.33	)		(0.18	)		(0.31	)		(0.22	)
Net increase (decrease) in net asset value		(0.27	)		0.48			0.29			0.48			(0.09	)		0.69
Net Asset Value at end of period	$	10.93		$	11.20		$	10.72		$	10.43		$	9.95		$	10.04
Total Return (%)2		2.39	3		5.41			6.05			6.75			2.19			9.86
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$	19,989		$	18,948		$	16,787		$	10,813		$	5,846		$	5,417
Ratios of expenses to average net assets:
Before reimbursement of expenses by Adviser (%)		1.45	4		1.45			1.45			1.45			1.45			1.45
After reimbursement of expenses by Adviser (%)		1.45	4		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 (%)		0.64	4		0.57			1.22			1.49			1.76			2.03
Portfolio turnover (%)5		33	3		96			69			40			26			50

1	Net investment income calculated excluding permanent tax adjustments to undistributed net investment income.
2	Total return without applicable sales charge.
3	Not annualized.
4	Annualized.
5	Portfolio turnover is calculated at the fund level and represents the entire fiscal year or period.

See accompanying Notes to Financial Statements.

48

Madison Funds | April 30, 2015

Financial Highlights for a Share of Beneficial Interest Outstanding

	MODERATE ALLOCATION FUND
	CLASS A																			CLASS B
	Six Months							Year Ended October 31,												Six Months							Year Ended October 31,
	Ended 4/30/15 (unaudited)			2014			2013				2012			2011			2010			Ended 4/30/15 (unaudited)			2014			2013			2012			2011			2010
Net Asset Value at beginning of period	$	12.27		$	11.50		$	10.35			$	9.76		$	9.63		$	8.77		$	12.19		$	11.43		$	10.29		$	9.70		$	9.58		$	8.72
Income from Investment Operations:
Net investment income1		0.09			0.12			0.17				0.19			0.16			0.18			0.05			0.04			0.09			0.11			0.08			0.10
Net realized and unrealized gain on investments		0.32			0.80			1.23				0.63			0.22			0.83			0.32			0.78			1.23			0.63			0.21			0.84
Total from investment operations		0.41			0.92			1.40				0.82			0.38			1.01			0.37			0.82			1.32			0.74			0.29			0.94
Less Distributions:
Distributions from net investment income		(0.17	)		(0.15	)		(0.25		)		(0.23	)		(0.25	)		(0.15	)		(0.11	)		(0.06	)		(0.18	)		(0.15	)		(0.17	)		(0.08	)
Distributions from capital gains		(0.65	)		–			–				–			–			–			(0.65	)		–			–			–			–			–
Total distributions		(0.82	)		(0.15	)		(0.25				(0.23	)		(0.25	)		(0.15	)		(0.76	)		(0.06	)		(0.18	)		(0.15	)		(0.17	)		(0.08	)
Net increase (decrease) in net asset value		(0.41	)		0.77			1.15				0.59			0.13			0.86			(0.39	)		0.76			1.14			0.59			0.12			0.86
Net Asset Value at end of period	$	11.86		$	12.27		$	11.50			$	10.35		$	9.76		$	9.63		$	11.80		$	12.19		$	11.43		$	10.29		$	9.70		$	9.58
Total Return (%)2		3.53	3		8.03			13.87				8.55			3.97			11.68			3.173			7.18			12.98			7.77			3.19			10.78
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$	111,522		$	109,148		$	104,849			$	92,954		$	84,321		$	79,765		$	32,424		$	33,235		$	33,070		$	29,821		$	26,928		$	25,002
Ratios of expenses to average net assets:
Before reimbursement of expenses by Adviser (%)		0.70	4		0.70			0.70				0.70			0.70			0.70			1.454			1.45			1.45			1.45			1.45			1.45
After reimbursement of expenses by Adviser (%)		0.70	4		0.70			0.70				0.70			0.70			0.70			1.454			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 (%)		1.35	4		1.00			1.55				1.86			1.64			1.98			0.694			0.27			0.82			1.11			0.88			1.24
Portfolio turnover (%)5		38	3		89			69				50			20			54			383			89			69			50			20			54
	MODERATE ALLOCATION FUND
	CLASS C
	Six Months			Year Ended October 31,
	Ended 4/30/15 (unaudited)				2014			2013				2012			2011			2010
Net Asset Value at beginning of period	$	12.20		$	11.44		$	10.30			$	9.71		$	9.58		$	8.72
Income from Investment Operations:
Net investment income1		0.04			0.03			0.10				0.10			0.08			0.10
Net realized and unrealized gain on investments		0.33			0.79			1.22				0.64			0.22			0.84
Total from investment operations		0.37			0.82			1.32				0.74			0.30			0.94
Less Distributions:
Distributions from net investment income		(0.11	)		(0.06	)		(0.18	)			(0.15	)		(0.17	)		(0.08	)
Distributions from capital gains		(0.65	)		–			–				–			–			–
Total distributions		(0.76	)		(0.06	)		(0.18	)			(0.15	)		(0.17	)		(0.08	)
Net increase (decrease) in net asset value		(0.39	)		0.76			1.14				0.59			0.13			0.86
Net Asset Value at end of period	$	11.81		$	12.20		$	11.44			$	10.30		$	9.71		$	9.58
Total Return (%)2		3.16	3		7.17			12.97				7.77			3.19			10.89
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$	9,242		$	8,238		$	7,347			$	5,253			$3,939			$3,856
Ratios of expenses to average net assets:
Before reimbursement of expenses by Adviser (%)		1.45	4		1.45			1.45				1.45			1.45			1.45
After reimbursement of expenses by Adviser (%)		1.45	4		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 (%)		0.37	4		0.21			0.82				1.02			0.90			1.23
Portfolio turnover (%)5		38	3		89			69				50			20			54

1	Net investment income calculated excluding permanent tax adjustments to undistributed net investment income.
2	Total return without applicable sales charge.
3	Not annualized.
4	Annualized.
5	Portfolio turnover is calculated at the fund level and represents the entire fiscal year or period.

See accompanying Notes to Financial Statements.
	49

Madison Funds | April 30, 2015

Financial Highlights for a Share of Beneficial Interest Outstanding

		AGGRESSIVE ALLOCATION FUND
	CLASS A																		CLASS B
	Six Months				Year Ended October 31,														Six Months			Year Ended October 31,
	Ended 4/30/15 (unaudited)				2014			2013			2012			2011			2010		Ended 4/30/15 (unaudited)				2014			2013			2012			2011			2010
Net Asset Value at beginning of period	$	12.81		$	11.72		$	10.01		$	9.32		$	9.04		$	8.12		$	12.61		$	11.59		$	9.89		$	9.23		$	8.96		$	8.05
Income from Investment Operations:
Net investment income1		0.09			0.09			0.12			0.12			0.07			0.09			0.05			0.006			0.04			0.05			0.006			0.03
Net realized and unrealized gain on investments		0.41			1.04			1.80			0.70			0.32			0.92			0.40			1.02			1.80			0.68			0.32			0.91
Total from investment operations		0.50			1.13			1.92			0.82			0.39			1.01			0.45			1.02			1.84			0.73			0.32			0.94
Less Distributions:
Distributions from net investment income		(0.20	)		(0.04	)		(0.21	)		(0.13	)		(0.11	)		(0.09	)		(0.13	)		–			(0.14	)		(0.07	)		(0.05	)		(0.03	)
Distributions from capital gains		(0.95	)		–			–			–			–			–			(0.95	)		–			–			–			–			–
Total distributions		(1.15	)		(0.04	)		(0.21	)		(0.13	)		(0.11	)		(0.09	)		(1.08	)		–			(0.14	)		(0.07	)		(0.05	)		(0.03	)
Net increase (decrease) in net asset value		(0.65	)		1.09			1.71			0.69			0.28			0.92			(0.63	)		1.02			1.70			0.66			0.27			0.91
Net Asset Value at end of period	$	12.16		$	12.81		$	11.72		$	10.01		$	9.32		$	9.04		$	11.98		$	12.61		$	11.59		$	9.89		$	9.23		$	8.96
Total Return (%)2		4.14	3		9.67			19.56			8.87			4.29			12.50			3.77	3		8.80			18.79			7.99			3.54			11.67
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$	47,532		$	45,697		$	41,526		$	33,282		$	30,190		$	27,823		$	13,314		$	13,063		$	12,365		$	10,787		$	9,975		$	9,109
Ratios of expenses to average net assets:
Before reimbursement of expenses by Adviser (%)		0.70	4		0.70			0.70			0.70			0.70			0.70			1.45	4		1.45			1.45			1.45			1.45			1.45
After reimbursement of expenses by Adviser (%)		0.70	4		0.70			0.70			0.70			0.70			0.70			1.45	4		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 (%)		1.24	4		0.73			1.02			1.22			0.74			1.03			0.59	4		(0.01	)		0.34			0.48			(0.00	)6		0.30
Portfolio turnover (%)5		33	3		78			67			67			29			62			33	3		78			67			67			29			62
	AGGRESSIVE ALLOCATION FUND
	CLASS C
		Six Months		Year Ended October 31,
		Ended 4/30/15 (unaudited)			2014			2013			2012			2011			2010
Net Asset Value at beginning of period	$	12.62		$	11.60		$	9.90		$	9.24		$	8.97		$	8.06
Income from Investment Operations:
Net investment income (loss)1		0.05			(0.01	)		0.05			0.03			(0.02	)		0.03
Net realized and unrealized gain on investments		0.40			1.03			1.79			0.70			0.34			0.91
Total from investment operations		0.45			1.02			1.84			0.73			0.32			0.94
Less Distributions:
Distributions from net investment income		(0.13	)		–			(0.14	)		(0.07	)		(0.05	)		(0.03	)
Distributions from capital gains		(0.95	)		–			–			–			–			–
Total distributions		(1.08	)		–			(0.14	)		(0.07	)		(0.05	)		(0.03	)
Net increase (decrease) in net asset value		(0.63	)		1.02			1.70			0.66			0.27			0.91
Net Asset Value at end of period	$	11.99		$	12.62		$	11.60		$	9.90		$	9.24		$	8.97
Total Return (%)2		3.77	3		8.79			18.78			7.98			3.54			11.66
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$	2,678		$	2,547		$	2,116		$	1,099		$	828		$	508
Ratios of expenses to average net assets:
Before reimbursement of expenses by Adviser (%)		1.45	4		1.45			1.45			1.45			1.45			1.45
After reimbursement of expenses by Adviser (%)		1.45	4		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 (%)		0.49	4		(0.09	)		0.10			0.32			(0.32	)		0.34
Portfolio turnover (%)5		33	3		78			67			67			29			62

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

See accompanying Notes to Financial Statements.

50

Madison Funds | April 30, 2015

Financial Highlights for a Share of Beneficial Interest Outstanding

	CASH RESERVES FUND
		CLASS A													CLASS B
	Six Months			Year Ended October 31,											Six Months			Year Ended October 31,
	Ended 4/30/15 (unaudited)				2014		2013			2012		2011		2010	Ended 4/30/15 (unaudited)				2014		2013		2012		2011		2010
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	$	1.00	$	1.00
Income from Investment Operations:
Net investment income (loss)1,2		0.00			0.00		0.00			0.00		0.00		0.00		0.00			0.00		0.00		0.00		0.00		0.00
Total from investment operations 2		0.00			0.00		0.00			0.00		0.00		0.00		0.00			0.00		0.00		0.00		0.00		0.00
Net increase (decrease) in net asset value 2		0.00			0.00		0.00			0.00		0.00		0.00		0.00			0.00		0.00		0.00		0.00		(0.00	)
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	$	1.00	$	1.00
Total Return (%)3		0.00	4		0.00		0.00			0.00		0.00		0.00		0.00	4		0.00		0.00		0.00		0.00		0.00
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$	21,539		$	20,570	$	24,552		$	11,654	$	12,298	$	11,687	$	239		$	461	$	524	$	826	$	1,601	$	2,056
Ratios of expenses to average net assets:
Before reimbursement of expenses by Adviser (%)		0.55	5		0.55		0.55			0.55		0.55		0.55		1.29	5		1.30		1.30		1.30		1.30		1.30
After reimbursement of expenses by Adviser (%)6		0.08	5		0.07		0.09			0.08		0.10		0.14		0.08	5		0.07		0.10		0.07		0.10		0.14
Ratio of net investment income (loss) to average net assets
After reimbursement and waiver of expenses by Adviser (%)6		0.00	5		0.00		(0.00	)		0.00		0.00		0.00		0.00	5		0.00		0.00		0.00		0.00		0.00

1	Net investment income (loss) calculated excluding permanent tax adjustments to undistributed net investment income.
2	Amounts represent less than $0.005 per share.
3	Total return without applicable sales charge.
4	Not annualized.
5	Annualized.
6	Ratio is net of fees waived by the adviser and distributor (See Note 3).

	TAX-FREE VIRGINIA FUND*																								TAX-FREE NATIONAL FUND*
	CLASS Y																								CLASS Y
	Six Months			Year Ended October 31,						Year Ended September 30,												Six Months			Year Ended October 31,						Year Ended September 30,
	Ended 4/30/15 (unaudited)				2014			20131			2013			2012			2011			2010		Ended 4/30/15 (unaudited)				2014			20131			2013			2012			2011			2010
Net Asset Value at beginning of period	$	11.70		$	11.54		$	11.50		$	12.24		$	11.92		$	11.98		$	11.87		$	11.08		$	10.73		$	10.70		$	11.44		$	11.05		$	11.16		$	11.09
Income from Investment Operations:
Net investment income2		0.15			0.30			0.03			0.32			0.35			0.35			0.37			0.14			0.29			0.03			0.32			0.33			0.34			0.36
Net realized and unrealized gain (loss) on investments		(0.02	)		0.35			0.04			(0.65	)		0.33			–			0.16			(0.01	)		0.40			0.03			(0.66	)		0.43			(0.02	)		0.12
Total from investment operations		0.13			0.65			0.07			(0.33	)		0.68			0.35			0.53			0.13			0.69			0.06			(0.34	)		0.76			0.32			0.48
Less Distributions:
Distributions from net investment income		(0.15	)		(0.30	)		(0.03	)		(0.32	)		(0.35	)		(0.35	)		(0.37	)		(0.14	)		(0.29	)		(0.03	)		(0.32	)		(0.33	)		(0.34	)		(0.36	)
Distributions from capital gains		(0.08	)		(0.19	)		–			(0.09	)		(0.01	)		(0.06	)		(0.05	)		(0.09	)		(0.05	)		–			(0.08	)		(0.04	)		(0.09	)		(0.05	)
Total distributions		(0.23	)		(0.49	)		(0.03	)		(0.41	)		(0.36	)		(0.41	)		(0.42	)		(0.23	)		(0.34	)		(0.03	)		(0.40	)		(0.37	)		(0.43	)		(0.41	)
Net increase (decrease) in net asset value		(0.10	)		0.16			0.04			(0.74	)		0.22			(0.06	)		0.11			(0.10	)		0.35			0.03			(0.74	)		0.39			(0.11	)		0.07
Net Asset Value at end of period	$	11.60		$	11.70		$	11.54		$	11.50		$	12.24		$	11.92		$	11.98		$	10.98		$	11.08		$	10.73		$	10.70		$	11.44		$	11.05		$	11.16
Total Return (%)3		1.05	4		5.82			0.57	4		(2.77	)		5.75			3.10			4.54			1.12	4		6.52			0.52	4		(3.03	)		7.02			3.02			4.43
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$	22,609		$	23,100		$	23,408		$	23,215		$	26,117		$	25,009		$	26,170		$	27,925		$	28,415		$	27,805		$	28,328		$	31,526		$	31,319		$	29,347
Ratios of expenses to average net assets:
Before reimbursement of expenses by Adviser (%)		0.85	5		0.85			0.85	5		0.85			0.98			1.03			1.03			0.85	5		0.85			0.85	5		0.85			1.00			1.06			1.06
After reimbursement of expenses by Adviser (%)		0.85	5		0.85			0.85	5		0.85			–			–			–			0.85	5		0.85			0.85	5		0.85			–			–			–
Ratio of net investment income to average net assets
After reimbursement of expenses by Adviser (%)		2.52	5		2.63			2.58	5		2.71			2.88			3.03			3.10			2.50	5		2.65			2.79	5		2.92			2.97			3.11			3.26
Portfolio turnover (%)6		6	4		16			–	4		14			12			7			19			6	4		30			6	4		24			13			13			19

*	The Financial Statements presented herein reflect 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 1 month 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.

See accompanying Notes to Financial Statements.
	51

Madison Funds | April 30, 2015

Financial Highlights for a Share of Beneficial Interest Outstanding

	GOVERNMENT BOND FUND*																								HIGH QUALITY BOND FUND*
	CLASS Y																								CLASS Y
	Six Months			Year Ended October 31,						Year Ended December 31,												Six Months			Year Ended October 31,						Year Ended December 31,
	Ended 4/30/15 (unaudited)				2014			20131			2012			2011			2010			2009		Ended 4/30/15 (unaudited)				2014			20131			2012			2011			2010			2009
Net Asset Value at beginning of period	$	10.58		$	10.65		$	10.80		$	10.82		$	10.72		$	10.63		$	10.81		$	11.04		$	11.07		$	11.21		$	11.15		$	10.94		$	10.68		$	10.47
Income from Investment Operations:
Net investment income2		0.06			0.11			0.11			0.15			0.20			0.26			0.27			0.05			0.11			0.09			0.13			0.16			0.19			0.20
Net realized and unrealized gain (loss) on investments		0.01			(0.03	)		(0.15	)		0.01			0.19			0.10			(0.15	)		0.04			0.01			(0.13	)		0.10			0.22			0.27			0.21
Total from investment operations		0.07			0.08			(0.04	)		0.16			0.39			0.36			0.12			0.09			0.12			(0.04	)		0.23			0.38			0.46			0.41
Less Distributions:
Distributions from net investment income		(0.06	)		(0.11	)		(0.11	)		(0.15	)		(0.20	)		(0.26	)		(0.27	)		(0.05	)		(0.11	)		(0.08	)		(0.13	)		(0.16	)		(0.19	)		(0.20	)
Distributions from capital gains		(0.04	)		(0.04	)		–			(0.03	)		(0.09	)		(0.01	)		(0.03	)		(0.01	)		(0.04	)		(0.02	)		(0.04	)		(0.01	)		(0.01	)		–
Total distributions		(0.10	)		(0.15	)		(0.11	)		(0.18	)		(0.29	)		(0.27	)		(0.30	)		(0.06	)		(0.15	)		(0.10	)		(0.17	)		(0.17	)		(0.20	)		(0.20	)
Net increase (decrease) in net asset value		(0.03	)		(0.07	)		(0.15	)		(0.02	)		0.10			0.09			(0.18	)		0.03			(0.03	)		(0.14	)		0.06			0.21			0.26			0.21
Net Asset Value at end of period	$	10.55		$	10.58		$	10.65		$	10.80		$	10.82		$	10.72		$	10.63		$	11.07		$	11.04		$	11.07		$	11.21		$	11.15		$	10.94		$	10.68
Total Return (%)3		0.64	4		0.76			(0.41	)4		1.44			3.65			3.40			1.19			0.87	4		1.12			(0.35	)4		2.04			3.53			4.35			3.99
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$	3,839		$	3,864		$	4,364		$	6,123		$	5,328		$	5,048		$	4,300		$	114,228		$	118,082		$	132,688		$	109,694		$	104,849		$	52,388		$	26,382
Ratios of expenses to average net assets:
Before reimbursement of expenses by Adviser (%)		0.65	5		0.65			0.65	5		0.61			0.69			0.68			0.69			0.49	5		0.49			0.49	5		0.49			0.49			0.49			0.49
After reimbursement of expenses by Adviser (%)		0.55	5,6		0.55	6		0.55	5,6		0.61			–			–			–			0.49	5		0.49			0.49	5		–			–			–			–
Ratio of net investment income to average net assets
After reimbursement of expenses by Adviser (%)		1.01	5,6		0.99	6		1.14	5,6		1.38			1.81			2.39			2.55			0.97	5		1.00			0.99	5		1.15			1.48			1.76			2.21
Portfolio turnover (%)7		12	4		24			14	4		23			45			20			38			22	4		20			30	4		29			9			21			11

	CORE BOND FUND
	CLASS A																		CLASS B
	Six Months			Year Ended October 31,															Six Months			Year Ended October 31,
	Ended 4/30/15 (unaudited)				2014			2013			2012			2011			2010		Ended 4/30/15 (unaudited)				2014			2013			2012			2011			2010
Net Asset Value at beginning of period	$	10.25		$	10.21		$	10.66		$	10.59		$	10.46		$	10.11		$	10.25		$	10.22		$	10.67		$	10.59		$	10.46		$	10.12
Income from Investment Operations:
Net investment income2		0.09			0.22			0.26			0.26			0.26			0.25			0.06			0.14			0.18			0.18			0.19			0.17
Net realized and unrealized gain (loss) on investments		0.08			0.09			(0.46	)		0.07			0.13			0.35			0.07			0.08			(0.46	)		0.08			0.12			0.34
Total from investment operations		0.17			0.31			(0.20	)		0.33			0.39			0.60			0.13			0.22			(0.28	)		0.26			0.31			0.51
Less Distributions:
Distributions from net investment income		(0.10	)		(0.22	)		(0.25	)		(0.26	)		(0.26	)		(0.25	)		(0.06	)		(0.14	)		(0.17	)		(0.18	)		(0.18	)		(0.17	)
Distributions from capital gains		(0.09	)		(0.05	)		–			–			–			–			(0.09	)		(0.05	)		–			–			–			–
Total distributions		(0.19	)		(0.27	)		(0.25	)		(0.26	)		(0.26	)		(0.25	)		(0.15	)		(0.19	)		(0.17	)		(0.18	)		(0.18	)		(0.17	)
Net increase (decrease) in net asset value		(0.02	)		0.04			(0.45	)		0.07			0.13			0.35			(0.02	)		0.03			(0.45	)		0.08			0.13			0.34
Net Asset Value at end of period	$	10.23		$	10.25		$	10.21		$	10.66		$	10.59		$	10.46		$	10.23		$	10.25		$	10.22		$	10.67		$	10.59		$	10.46
Total Return (%)3		1.67	4		3.04			(1.92	)		3.11			3.81			5.97			1.29	4		2.18			(2.65	)		2.43			3.04			5.08
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$	34,046		$	33,973		$	40,104		$	45,671		$	43,775		$	44,238		$	3,051		$	3,445		$	4,433		$	6,088		$	5,678		$	8,388
Ratios of expenses to average net assets:
Before reimbursement of expenses by Adviser (%)		0.90	5		0.90			0.90			0.90			0.90			0.90			1.65	5		1.65			1.65			1.65			1.65			1.65
After reimbursement of expenses by Adviser (%)		0.90	5		0.90			0.90			0.90			0.90			0.90			1.65	5		1.65			1.65			1.65			1.65			1.65
Ratio of net investment income to average net assets
After reimbursement of expenses by Adviser (%)		1.86	5		2.10			2.42			2.41			2.54			2.42			1.11	5		1.36			1.68			1.66			1.78			1.68
Portfolio turnover (%)7		29	4		41			24			6			12			7			29	4		41			24			6			12			7

*	The Financial Statements presented herein reflect 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	Ratio is net of fees waived by the adviser (See Note 3).
7	Portfolio turnover is calculated at the fund level and represents the entire fiscal year or period.

See accompanying Notes to Financial Statements.

52

Madison Funds | April 30, 2015

Financial Highlights for a Share of Beneficial Interest Outstanding

	CORE BOND FUND - continued
	CLASS Y																		CLASS R6
	Six Months			Year Ended October 31,															Six Months				Year			Inception
	Ended 4/30/15 (unaudited)				2014			2013			2012			2011			2010		Ended 4/30/15 (unaudited)				Ended 10/31/14			to 10/31/138
Net Asset Value at beginning of period	$	10.22		$	10.19		$	10.64		$	10.58		$	10.46		$	10.11		$	10.24		$	10.20		$	10.53
Income from Investment Operations:
Net investment income (loss)1		0.11			0.23			0.28			0.29			0.29			0.27			(0.23	)		0.20			0.14
Net realized and unrealized gain (loss) on investments		0.08			0.09			(0.45	)		0.06			0.12			0.35			0.42			0.13			(0.34	)
Total from investment operations		0.19			0.32			(0.17	)		0.35			0.41			0.62			0.19			0.33			(0.20	)
Less Distributions:
Distributions from net investment income		(0.12	)		(0.24	)		(0.28	)		(0.29	)		(0.29	)		(0.27	)		(0.12	)		(0.24	)		(0.13	)
Distributions from capital gains		(0.09	)		(0.05	)		–			–			–			–			(0.09	)		(0.05	)		–
Total distributions		(0.21	)		(0.29	)		(0.28	)		(0.29	)		(0.29	)		(0.27	)		(0.21	)		(0.29	)		(0.13	)
Net increase (decrease) in net asset value		(0.02	)		0.03			(0.45	)		0.06			0.12			0.35			(0.02	)		0.04			(0.33	)
Net Asset Value at end of period	$	10.20		$	10.22		$	10.19		$	10.64		$	10.58		$	10.46		$	10.22		$	10.24		$	10.20
Total Return (%)2		1.81	4		3.23			(1.65	)		3.36			4.03			6.23			1.81	4		3.32			(1.86	)4
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$	188,941		$	187,790		$	109,247		$	74,486		$	145,125		$	164,190		$	494		$	10		$	10
Ratios of expenses to average net assets:
Before reimbursement of expenses by Adviser (%)		0.65	5		0.65			0.65			0.65			0.65			0.65			0.52	5		0.54			0.53	5
After reimbursement of expenses by Adviser (%)		0.65	5		0.65			0.65			0.65			0.65			0.65			0.52	5		0.54			0.53	5
Ratio of net investment income to average net assets
After reimbursement of expenses by Adviser (%)		2.11	5		2.30			2.64			2.64			2.79			2.67			2.23	5		1.99			2.71	5
Portfolio turnover (%)3		29	4		41			24			6			12			7			29	4		41			24	4

	CORPORATE BOND FUND*																					HIGH INCOME FUND
	CLASS Y																					CLASS A
				Year Ended
	Period Ended			October 31,						Year Ended December 31,												Six Months						Year Ended October 31,
	4/30/15 (unaudited)				2014			20137			2012			2011			2010			2009		Ended 4/30/15 (unaudited)				2014			2013			2012			2011			2010
Net Asset Value at beginning of period	$	11.49		$	11.27		$	11.67		$	11.27		$	10.81		$	10.68		$	10.16		$	6.79		$	7.15		$	7.15		$	6.95		$	7.10		$	6.66
Income from Investment Operations:
Net investment income1		0.14			0.25			0.19			0.24			0.22			0.48			0.53			0.14			0.35			0.41			0.45			0.48			0.51
Net realized and unrealized gain (loss) on investments		0.12			0.22			(0.38	)		0.39			0.61			0.13			0.52			(0.08	)		–			0.03			0.20			(0.16	)		0.43
Total from investment operations		0.26			0.47			(0.19	)		0.63			0.83			0.61			1.05			0.06			0.35			0.44			0.65			0.32			0.94
Less Distributions:
Distributions from net investment income		(0.14	)		(0.25	)		(0.19	)		(0.23	)		(0.36	)		(0.48	)		(0.53	)		(0.14	)		(0.36	)		(0.44	)		(0.45	)		(0.47	)		(0.50	)
Distributions from capital gains		(0.02	)		–			(0.02	)		(0.00	)6		(0.01	)		–			–			(0.39	)		(0.35	)		–			–			–			–
Total distributions		(0.16	)		(0.25	)		(0.21	)		(0.23	)		(0.37	)		(0.48	)		(0.53	)		(0.53	)		(0.71	)		(0.44	)		(0.45	)		(0.47	)		(0.50	)
Net increase (decrease) in net asset value		0.10			0.22			(0.40	)		0.40			0.46			0.13			0.52			(0.47	)		(0.36	)		(0.00	)6		0.20			(0.15	)		0.44
Net Asset Value at end of period	$	11.59		$	11.49		$	11.27		$	11.67		$	11.27		$	10.81		$	10.68		$	6.32		$	6.79		$	7.15		$	7.15		$	6.95		$	7.10
Total Return (%)2		2.23	4		4.21			(1.58	)4		5.72			7.83			5.81			10.58			1.45	4		5.20			6.29			9.67			4.61			14.73
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$	27,170		$	27,010		$	19,743		$	19,813		$	17,550		$	1,069		$	987		$	26,837		$	28,596		$	28,530		$	27,061		$	25,299		$	24,986
Ratios of expenses to average net assets:
Before reimbursement of expenses by Adviser (%)		0.65	5		0.65			0.65	5		0.67			0.69			0.06			–			1.00	5		1.00			1.00			1.00			1.00			1.00
After reimbursement of expenses by Adviser (%)		0.65	5		0.65			0.65	5		–			–			–			–			1.00	5		1.00			1.00			1.00			1.00			1.00
Ratio of net investment income to average net assets
After reimbursement of expenses by Adviser (%)		2.41	5		2.22			2.05	5		2.04			1.98			4.44			5.05			5.11	5		5.05			5.63			6.35			6.73			7.38
Portfolio turnover (%)3		19	4		31			10	4		11			10			14			18			16	4		52			28			36			55			47

*	The Financial Statements presented herein reflect 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	Amounts represent less than $0.005 per share.
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.
8	Commenced investment operations at the close of business on April 22, 2013.

See accompanying Notes to Financial Statements.
	53

Madison Funds | April 30, 2015

Financial Highlights for a Share of Beneficial Interest Outstanding

	HIGH INCOME FUND - continued
	CLASS B																		CLASS Y
	Six Months			Year Ended October 31,															Six Months			Year Ended October 31,
	Ended 4/30/15 (unaudited)				2014			2013			2012			2011			2010		Ended 4/30/15 (unaudited)				2014			2013			2012			2011			2010
Net Asset Value at beginning of period	$	6.95		$	7.30		$	7.26		$	7.05		$	7.19		$	6.74		$	6.73		$	7.09		$	7.10		$	6.92		$	7.09		$	6.65
Income from Investment Operations:
Net investment income1		0.15			0.30			0.37			0.40			0.44			0.46			0.36			1.02			0.45			0.47			0.49			0.52
Net realized and unrealized gain (loss) on investments		(0.09	)		–			0.03			0.20			(0.17	)		0.44			(0.26	)		(0.65	)		0.01			0.19			(0.16	)		0.44
Total from investment operations		0.06			0.30			0.40			0.60			0.27			0.90			0.10			0.37			0.46			0.66			0.33			0.96
Less Distributions:
Distributions from net investment income		(0.14	)		(0.30	)		(0.36	)		(0.39	)		(0.41	)		(0.45	)		(0.19	)		(0.38	)		(0.47	)		(0.48	)		(0.50	)		(0.52	)
Distributions from capital gains		(0.39	)		(0.35	)		–			–			–			–			(0.39	)		(0.35	)		–			–			–			–
Total distributions		(0.53	)		(0.65	)		(0.36	)		(0.39	)		(0.41	)		(0.45	)		(0.58	)		(0.73	)		(0.47	)		(0.48	)		(0.50	)		(0.52	)
Net increase (decrease) in net asset value		(0.47	)		(0.35	)		0.04			0.21			(0.14	)		0.45			(0.48	)		(0.36	)		(0.01	)		0.18			(0.17	)		0.44
Net Asset Value at end of period	$	6.48		$	6.95		$	7.30		$	7.26		$	7.05		$	7.19		$	6.25		$	6.73		$	7.09		$	7.10		$	6.92		$	7.09
Total Return (%)2		1.03	3		4.47			5.60			8.74			3.89			13.86			1.66	3		5.59			6.68			9.92			4.81			15.04
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$	1,965		$	2,267		$	2,566		$	2,983		$	3,023		$	4,571		$	281		$	388		$	17,449		$	53,121		$	81,572		$	94,907
Ratios of expenses to average net assets:
Before reimbursement of expenses by Adviser (%)		1.75	4		1.75			1.75			1.75			1.75			1.75			0.75	4		0.75			0.75			0.75			0.75			0.75
After reimbursement of expenses by Adviser (%)		1.75	4		1.75			1.75			1.75			1.75			1.75			0.75	4		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 (%)		4.36	4		4.30			4.89			5.60			6.01			6.62			5.33	4		5.36			5.95			6.61			7.00			7.61
Portfolio turnover (%)5		16	3		52			28			36			55			47			16	3		52			28			36			55			47
	DIVERSIFIED INCOME FUND
	CLASS A																		CLASS B
	Six Months			Year Ended October 31,															Six Months			Year Ended October 31,
	Ended 4/30/15 (unaudited)				2014			2013			2012			2011			2010		Ended 4/30/15 (unaudited)				2014			2013			2012			2011			2010
Net Asset Value at beginning of period	$	14.79		$	13.89		$	12.54		$	11.68		$	11.16		$	10.17		$	14.88		$	13.98		$	12.61		$	11.74		$	11.22		$	10.22
Income from Investment Operations:
Net investment income1		0.11			0.23			0.24			0.26			0.29			0.34			0.07			0.13			0.13			0.18			0.20			0.26
Net realized and unrealized gain on investments		0.10			0.90			1.35			0.86			0.52			0.98			0.10			0.90			1.37			0.86			0.52			0.99
Total from investment operations		0.21			1.13			1.59			1.12			0.81			1.32			0.17			1.03			1.50			1.04			0.72			1.25
Less Distributions:
Distributions from net investment income		(0.11	)		(0.23	)		(0.24	)		(0.26	)		(0.29	)		(0.33	)		(0.07	)		(0.13	)		(0.13	)		(0.17	)		(0.20	)		(0.25	)
Total distributions		(0.11	)		(0.23	)		(0.24	)		(0.26	)		(0.29	)		(0.33	)		(0.07	)		(0.13	)		(0.13	)		(0.17	)		(0.20	)		(0.25	)
Net increase in net asset value		0.10			0.90			1.35			0.86			0.52			0.99			0.10			0.90			1.37			0.87			0.52			1.00
Net Asset Value at end of period	$	14.89		$	14.79		$	13.89		$	12.54		$	11.68		$	11.16		$	14.98		$	14.88		$	13.98		$	12.61		$	11.74		$	11.22
Total Return (%)2		1.493			8.22			12.76			9.69			7.32			13.15			1.123			7.37			11.99			8.89			6.47			12.35
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$	123,806		$	119,364		$	105,521		$	86,952		$	72,913		$	73,040		$	14,383		$	14,378		$	14,297		$	14,387		$	15,906		$	18,511
Ratios of expenses to average net assets:
Before reimbursement of expenses by Adviser (%)		1.10	4		1.10			1.10			1.10			1.10			1.10			1.854			1.85			1.85			1.85			1.85			1.85
After reimbursement of expenses by Adviser (%)		1.10	4		1.10			1.10			1.10			1.10			1.10			1.854			1.85			1.85			1.85			1.85			1.85
Ratio of net investment income to average net assets
After reimbursement of expenses by Adviser (%)		1.59	4		1.61			1.75			2.14			2.51			3.10			0.844			0.86			1.01			1.42			1.77			2.35
Portfolio turnover (%)5		11	3		23			18			21			17			24			113			23			18			21			17			24

1	Net investment income calculated excluding permanent tax adjustments to undistributed net investment income.
2	Total return without applicable sales charge.
3	Not annualized.
4	Annualized.
5	Portfolio turnover is calculated at the fund level and represents the entire fiscal year or period.

See accompanying Notes to Financial Statements.

54

Madison Funds | April 30, 2015
Financial Highlights for a Share of Beneficial Interest Outstanding
	DIVERSIFIED INCOME FUND - continued
	CLASS C
	Six Months Ended 4/30/15			Year Ended October 31,								Inception to
	(unaudited)				2014				2013			10/31/1210
Net Asset Value at beginning of period	$	14.88		$	13.97			$	12.61		$	12.53
Income from Investment Operations:
Net investment income3		0.04			0.13				0.13			0.04
Net realized and unrealized gain on investments		0.09			0.91				1.36			0.08
Total from investment operations		0.13			1.04				1.49			0.12
Less Distributions:
Distributions from net investment income		(0.04	)		(0.13		)		(0.13	)		(0.04		)
Total distributions		(0.04	)		(0.13		)		(0.13	)		(0.04		)
Net increase in net asset value		0.09			0.91				1.36			0.08
Net Asset Value at end of period	$	14.97		$	14.88			$	13.97		$	12.61
Total Return (%)4		1.12	5		7.38				11.91			0.94		5
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$	12,621		$	11,545			$	6,732		$	924
Ratios of expenses to average net assets:
Before reimbursement of expenses by Adviser (%)		1.85	6		1.85				1.84			1.83		6
After reimbursement of expenses by Adviser (%)		1.85	6		1.85				1.84			1.83		6
Ratio of net investment income to average net assets
After reimbursement of expenses by Adviser (%)		0.84	6		0.83				0.88			0.83		6
Portfolio turnover (%)7		11	5			23			18				21	5

	COVERED CALL & EQUITY INCOME FUND1
	CLASS A															CLASS C
	Six Months Ended 4/30/15			Year Ended October 31,													Inception to		Six Months Ended 4/30/15				Year Ended October 31,							Inception to
	(unaudited)				2014			2013			2012			2011			10/31/102		(unaudited)					2014			2013			10/31/129
Net Asset Value at beginning of period	$	9.92		$	9.99		$	9.76		$	9.76		$	10.27		$	10.00			$	9.74		$	9.89		$	9.74		$	9.66
Income from Investment Operations:
Net investment income (loss)3		0.02			0.08			0.02			0.008			0.008			(0.04	)			0.03			0.08			0.20			0.008
Net realized and unrealized gain on investments		0.22			0.77			1.12			0.82			0.50			0.71				0.17			0.69			0.86			0.28
Total from investment operations		0.24			0.85			1.14			0.82			0.50			0.67				0.20			0.77			1.06			0.28
Less Distributions:
Distributions from net investment income		(0.20	)		(0.60	)		(0.60	)		–			–			–				(0.20	)		(0.60	)		(0.60	)		–
Distributions from capital gains		(0.28	)		(0.32	)		(0.31	)		(0.82	)		(1.01	)		(0.40	)			(0.28	)		(0.32	)		(0.31	)		(0.20	)
Total distributions		(0.48	)		(0.92	)		(0.91	)		(0.82	)		(1.01	)		(0.40	)			(0.48	)		(0.92	)		(0.91	)		(0.20	)
Net increase (decrease) in net asset value		(0.24	)		(0.07	)		0.23			–			(0.51	)		0.27				(0.28	)		(0.15	)		0.15			0.08
Net Asset Value at end of period	$	9.68		$	9.92		$	9.99		$	9.76		$	9.76		$	10.27			$	9.46		$	9.74		$	9.89		$	9.74
Total Return (%)4		2.36	5		8.90			12.29			8.61			5.22			7.03	5			2.09	5		8.01			11.44			2.88	5
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$	15,183		$	11,373		$	7,559		$	6,297		$	4,072		$	2,886			$	6,679		$	4,805		$	2,258		$	527
Ratios of expenses to average net assets:
Before reimbursement of expenses by Adviser (%)		1.25	6		1.25			1.25			1.24			1.25			1.25	6			2.00	6		2.00			2.00			1.96	6
After reimbursement of expenses by Adviser (%)		1.25	6		1.25			1.25			1.24			1.25			1.25	6			2.00	6		2.00			2.00			1.96	6
Ratio of net investment income (loss) to average net assets
After reimbursement of expenses by Adviser (%)		0.03	6		(0.30	)		(0.12	)		(0.15	)		(0.44	)		(0.64	)6			(0.74	)6		(1.07	)		(0.91	)		(0.89	)6
Portfolio turnover (%)7		46	5		139			100			84			107			58	5			46	5		139			100			84	5

1	Prior to close of business on February 28, 2014, the Fund was known as the Equity Income Fund.
2	Fund was seeded on October 31, 2009.
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	Amounts represent less than $0.005 per share.
9	Class was launched on July 31, 2012.
10	Commenced investment operations July 31, 2012.

See accompanying Notes to Financial Statements.
	55

Madison Funds | April 30, 2015

Financial Highlights for a Share of Beneficial Interest Outstanding

										COVERED CALL & EQUITY INCOME FUND1
								CLASS Y															CLASS R6
		Six Months			Year Ended October 31,											Inception			Six Months			Year Ended						Inception
	Ended 4/30/15															to			Ended 4/30/15			October 31,						to
	(unaudited)			2014			2013			2012			2011			10/31/102			(unaudited)			2014			2013			10/31/1210
Net Asset Value at beginning of period	$	10.03		$	10.08		$	9.82		$	9.81		$	10.29		$	10.00		$	10.06		$	10.09		$	9.82		$	9.72
Income from Investment Operations:
Net investment income (loss)3		0.01			0.22			(0.28	)		0.00	9		0.03			(0.04	)		(0.27	)		0.13			0.04			0.00	9
Net realized and unrealized gain on investments		0.25			0.67			1.45			0.84			0.50			0.73			0.53			0.78			1.14			0.30
Total from investment operations		0.26			0.89			1.17			0.84			0.53			0.69			0.26			0.91			1.18			0.30
Less Distributions:
Distributions from net investment income		(0.20	)		(0.62	)		(0.60	)		(0.02	)		–			–			(0.20	)		(0.62	)		(0.60	)		–
Distributions from capital gains		(0.28	)		(0.32	)		(0.31	)		(0.81	)		(1.01	)		(0.40	)		(0.28	)		(0.32	)		(0.31	)		(0.20	)
Total distributions		(0.48	)		(0.94	)		(0.91	)		(0.83	)		(1.01	)		(0.40	)		(0.48	)		(0.94	)		(0.91	)		(0.20	)
Net increase (decrease) in net asset value		(0.22	)		(0.05	)		0.26			0.01			(0.48	)		0.29			(0.22	)		(0.03	)		0.27			0.10
Net Asset Value at end of period	$	9.81		$	10.03		$	10.08		$	9.82		$	9.81		$	10.29		$	9.84		$	10.06		$	10.09		$	9.82
Total Return (%)4		2.64	5		9.08			12.60			8.73			5.51			7.235			2.63	5		9.29			12.75			3.07	5
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$	41,008		$	43,891		$	29,307		$	81,779		$	63,395		$	32,634		$	343		$	152		$	116			103
Ratios of expenses to average net assets:
Before reimbursement of expenses by Adviser (%)		1.00	6		1.00			1.00			1.00			1.00			1.00	6		0.87	6		0.87			0.87			0.86	6
After reimbursement of expenses by Adviser (%)		1.00	6		1.00			1.00			1.00			1.00			1.00	6		0.87	6		0.87			0.87			0.86	6
Ratio of net investment income (loss) to average net assets
After reimbursement of expenses by Adviser (%)		0.24	6		(0.03	)		0.14			0.09			(0.15	)		(0.46	)6		0.41	6		0.10			0.21			0.17	6
Portfolio turnover (%)8		46	5		139			100			84			107			58	5		46	5		139			100			84	5

					DIVIDEND INCOME FUND*																					LARGE CAP VALUE FUND
								CLASS Y																					CLASS A
	Six Months				Year Ended																	Six Months
	Ended 4/30/15				October 31,						Year Ended December 31,											Ended 4/30/15							Year Ended October 31,
	(unaudited)			2014			201311			2012			2011			2010			2009			(unaudited)			2014			2013			2012			2011			2010
Net Asset Value at beginning of period	$	23.59		$	21.94		$	17.90		$	17.17		$	17.50		$	16.39		$	13.29		$	19.18		$	17.04		$	13.99		$	12.42		$	11.40		$	10.57
Income from Investment Operations:
Net investment income3		0.20			0.38			0.28			0.36			0.20			0.19			0.17			0.03			0.13			0.18			0.21			0.18			0.12
Net realized and unrealized gain on investments		0.19			2.29			4.03			1.50			0.10			1.11			3.10			0.39			2.15			3.07			1.55			0.98			0.85
Total from investment operations		0.39			2.67			4.31			1.86			0.30			1.30			3.27			0.42			2.28			3.25			1.76			1.16			0.97
Less Distributions:
Distributions from net investment income		(0.18	)		(0.38	)		(0.27	)		(0.35	)		(0.20	)		(0.19	)		(0.17	)		(0.14	)		(0.14	)		(0.20	)		(0.19	)		(0.14	)		(0.14	)
Distributions from capital gains		(1.35	)		(0.64	)		–			(0.78	)		(0.43	)		–			–			(2.69	)		–			–			–			–			–
Total distributions		(1.53	)		(1.02	)		(0.27	)		(1.13	)		(0.63	)		(0.19	)		(0.17	)		(2.83	)		(0.14	)		(0.20	)		(0.19	)		(0.14	)		(0.14	)
Net increase (decrease) in net asset value		(1.14	)		1.65			4.04			0.73			(0.33	)		1.11			3.10			(2.41	)		2.14			3.05			1.57			1.02			0.83
Net Asset Value at end of period	$	22.45		$	23.59		$	21.94		$	17.90		$	17.17		$	17.50		$	16.39		$	16.77		$	19.18		$	17.04		$	13.99		$	12.42		$	11.40
Total Return (%)4		1.57	5		12.42			24.18	5		10.86			1.73			8.02			24.82			1.88	5		13.47			23.58			14.37			10.27			9.22
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$	21,630		$	21,518		$	18,658		$	13,263		$	11,189		$	12,256		$	12,119		$	70,731		$	70,495		$	67,048		$	58,537		$	54,271		$	53,520
Ratios of expenses to average net assets:
Before reimbursement of expenses by Adviser (%)		1.10	6		1.10			1.10	6		1.17			1.25			1.24			1.25			1.16	6		1.16			1.16			1.16			1.16			1.16
After reimbursement of expenses by Adviser (%)		0.95	6.7		0.95	7		0.95	6,7		1.09	7		–			–			–			1.16	6		1.16			1.16			1.16			1.16			1.16
Ratio of net investment income to average net assets
After reimbursement of expenses by Adviser (%)		1.74	6,7		1.66	7		1.66	6,7		1.95	7		–			–			–			0.48	6		0.69			1.12			1.51			1.44			1.07
Portfolio turnover (%)8		10	5		29			16	5		61			56			39			57			46	5		85			33			25			39			70

* The Financial Statements presented herein reflect 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.

² Fund was seeded on October 31, 2009.

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 Ratio is net of fees waived by the adviser (See Note 3).

⁸ Portfolio turnover is calculated at the fund level and represents the entire fiscal year or period.

⁹ Amounts represent less than $0.005 per share.

¹⁰ Class was launched on July 31, 2012.

¹¹ 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.

56

Madison Funds | April 30, 2015

Financial Highlights for a Share of Beneficial Interest Outstanding

	LARGE CAP VALUE FUND - continued
	CLASS B																					CLASS Y
	Six Months																		Six Months
	Ended 4/30/15							Year Ended October 31,											Ended 4/30/15							Year Ended October 31,
	(unaudited)			2014			2013			2012			2011				2010		(unaudited)			2014			2013			2012			2011			2010
Net Asset Value at beginning of period	$	18.84		$	16.74		$	13.74		$	12.21		$	11.20		$	10.38		$	19.20		$	17.06		$	14.01		$	12.44		$	11.42		$	10.58
Income from Investment Operations:
Net investment income (loss)2		(0.04	)		0.04			0.12			0.16			0.12			0.06			0.09			0.19			0.19			0.22			0.23			0.15
Net realized and unrealized gain on investments		0.39			2.07			2.98			1.47			0.94			0.82			0.36			2.14			3.10			1.57			0.97			0.86
Total from investment operations		0.35			2.11			3.10			1.63			1.06			0.88			0.45			2.33			3.29			1.79			1.20			1.01
Less Distributions:
Distributions from net investment income		–			(0.01	)		(0.10	)		(0.10	)		(0.05	)		(0.06	)		(0.20	)		(0.19	)		(0.24	)		(0.22	)		(0.18	)		(0.17	)
Distributions from capital gains		(2.69	)		–			–			–			–			–			(2.69	)		–			–			–			–			–
Total distributions		(2.69	)		(0.01	)		(0.10	)		(0.10	)		(0.05	)		(0.06	)		(2.89	)		(0.19	)		(0.24	)		(0.22	)		(0.18	)		(0.17	)
Net increase (decrease) in net asset value		(2.34	)		2.10			3.00			1.53			1.01			0.82			(2.44	)		2.14			3.05			1.57			1.02			0.84
Net Asset Value at end of period	$	16.50		$	18.84		$	16.74		$	13.74		$	12.21		$	11.20		$	16.76		$	19.20		$	17.06		$	14.01		$	12.44		$	11.42
Total Return (%)3		1.46	4		12.61			22.69			13.41			9.52			8.45			1.98	4		13.74			23.86			14.64			10.53			9.58
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$	4,534		$	4,867		$	5,222		$	5,768		$	7,199		$	8,863		$	122,492		$	128,456		$	132,206		$	84,545		$	78,344		$	90,233
Ratios of expenses to average net assets:
Before reimbursement of expenses by Adviser (%)		1.91	5		1.91			1.91			1.91			1.91			1.91			0.91	5		0.91			0.91			0.91			0.91			0.91
After reimbursement of expenses by Adviser (%)		1.91	5		1.91			1.91			1.91			1.91			1.91			0.91	5		0.91			0.91			0.91			0.91			0.91
Ratio of net investment income (loss) to average net assets
After reimbursement of expenses by Adviser (%)		(0.26	)5		(0.06	)		0.40			0.79			0.70			0.31			0.74	5		0.92			1.33			1.76			1.69			1.31
Portfolio turnover (%)7		46	4		85			33			25			39			70			46	4		85			33			25			39			70

     

		INVESTORS FUND*
		CLASS A								CLASS Y																					CLASS R6
	Six Months			Year			Inception			Six Months				Year Ended																		Six Months			Year			Inception
	Ended 4/30/15			Ended			to			Ended 4/30/15				October 31,						Year Ended December 31												Ended 4/30/15			Ended			to
	(unaudited)			10/31/14			10/31/131			(unaudited)			2014			20138			2012			2011			2010			2009			(unaudited)			10/31/14			10/31/131
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		$	11.31		$	25.14		$	22.51		$	22.06
Income from Investment Operations:
Net investment income2		0.06			0.03			–			0.10			0.12			0.10			0.13			0.15			0.09			0.05			0.07			0.17			–
Net realized and unrealized gain (loss) on investments		0.72			3.18			0.43			0.72			3.15			3.94			2.17			(0.15	)		1.48			3.76			0.77			3.16			0.45
Total from investment operations		0.78			3.21			0.43			0.82			3.27			4.04			2.30			–			1.57			3.81			0.84			3.33			0.45
Less Distributions:
Distributions from net investment income		(0.05	)		(0.01	)		–			(0.12	)		(0.02	)		(0.10	)		(0.14	)		(0.15	)		(0.09	)		(0.05	)		(0.12	)		(0.02	)		–
Distributions from capital gains		(4.80	)		(0.68	)		–			(4.80	)		(0.68	)		–			–			–			–			–			(4.80	)		(0.68	)		–
Total distributions		(4.85	)		(0.69	)		–			(4.92	)		(0.70	)		(0.10	)		(0.14	)		(0.15	)		(0.09	)		(0.05	)		(4.92	)		(0.70	)		–
Net increase (decrease) in net asset value		(4.07	)		2.52			0.43			(4.10	)		2.57			3.94			2.16			(0.15	)		1.48			3.76			(4.08	)		2.63			0.45
Net Asset Value at end of period	$	20.94		$	25.01		$	22.49		$	20.97		$	25.07		$	22.50		$	18.56		$	16.40		$	16.55		$	15.07		$	21.06		$	25.14		$	22.51
Total Return (%)3		3.01	4		14.55			1.95	4		3.15	4		14.84			21.78	4		14.05			–			10.44			33.73			3.24	4		15.10			2.04	4
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$	2,026		$	1,340		$	280		$	122,549		$	166,819		$	196,164		$	35,176		$	36,339		$	42,882		$	39,684		$	6,947		$	5,200		$	7,234
Ratios of expenses to average net assets:
Before reimbursement of expenses by Adviser (%)		1.30	5		1.28			1.20	5		1.05	5		1.02			1.04	5		1.05			0.99			0.99			1.00			0.72	5		0.69			0.65	5
After reimbursement of expenses by Adviser (%)		1.17	5,6		1.13	6		1.06	5,6		0.92	5,6		0.87	6		0.89	5,6		0.97			–			–			–			0.72	5		0.64			0.56	5
Ratio of net investment income (loss) to average net assets
After reimbursement of expenses by Adviser (%)		0.54	5,6		0.15	6		(0.22	)5,6		0.73	5,6		0.43	6		0.41	5,6		0.75			–			–			–			0.98	5		0.65			0.23	5
Portfolio turnover (%)7		18	4		52			34	4		18	4		52			34	4		47			36			41			74			18	4		52			34	4

* The Financial Statements presented herein reflect 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 September 20, 2013.

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 Ratio is net of fees waived by the adviser (See Note 3).

⁷ Portfolio turnover is calculated at the fund level and represents the entire fiscal year or period.

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.
	57

Madison Funds | April 30, 2015

Financial Highlights for a Share of Beneficial Interest Outstanding

					LARGE CAP GROWTH FUND
					CLASS A																		CLASS B
					Six Months Ended 4/30/15 (unaudited)																		Six Months Ended 4/30/15 (unaudited)
							Year Ended October 31,																		Year Ended October 31,
								2014			2013			2012			2011			2010						2014			2013			2012			2011			2010
Net Asset Value at beginning of period				$	23.50		$	21.06		$	17.18		$	16.00		$	15.20		$	13.15		$	20.99		$	19.02		$	15.61		$	14.64		$	13.99		$	12.16
Income from Investment Operations:
Net investment income (loss)1					0.07			0.05			0.07			0.01			(0.01	)		0.02			0.01			(0.17	)		(0.12	)		(0.12	)		(0.13	)		(0.08	)
Net realized and unrealized gain on investments					1.17			3.17			3.88			1.17			0.83			2.08			1.00			2.92			3.56			1.09			0.78			1.91
Total from investment operations					1.24			3.22			3.95			1.18			0.82			2.10			1.01			2.75			3.44			0.97			0.65			1.83
Less Distributions:
Distributions from net investment income					(0.06	)		–			(0.07	)		–			(0.02	)		(0.05	)		–			–			(0.03	)		–			–			–
Distributions from capital gains					(1.83	)		(0.78	)		–			–			–			–			(1.83	)		(0.78	)		–			–			–			–
Total distributions					(1.89	)		(0.78	)		(0.07	)		–			(0.02	)		(0.05	)		(1.83	)		(0.78	)		(0.03	)		–			–			–
Net increase (decrease) in net asset value					(0.65	)		2.44			3.88			1.18			0.80			2.05			(0.82	)		1.97			3.41			0.97			0.65			1.83
Net Asset Value at end of period				$	22.85		$	23.50		$	21.06		$	17.18		$	16.00		$	15.20		$	20.17		$	20.99		$	19.02		$	15.61		$	14.64		$	13.99
Total Return (%)2					5.46	3		15.63			23.05			7.38			5.39			15.96			5.06	3		14.76			22.08			6.63			4.65			15.05
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)				$	66,183		$	64,468		$	59,187		$	49,824		$	48,068		$	48,389		$	4,822		$	4,726		$	5,102		$	5,731		$	7,581		$	9,698
Ratios of expenses to average net assets:
Before reimbursement of expenses by Adviser (%)					1.20	4		1.20			1.20			1.20			1.20			1.20			1.95	4		1.95			1.95			1.95			1.95			1.95
After reimbursement of expenses by Adviser (%)					1.20	4		1.20			1.20			1.20			1.20			1.20			1.95	4		1.95			1.95			1.95			1.95			1.95
Ratio of net investment income (loss) to average net assets
After reimbursement of expenses by Adviser (%)					0.57	4		0.20			0.34			0.08			(0.05	)		0.13			(0.18	)4		(0.54	)		(0.37	)		(0.68	)		(0.79	)		(0.62	)
Portfolio turnover (%)5					10	3		40			58			71			77			79			10	3		40			58			71			77			79
				LARGE CAP GROWTH FUND																MID CAP FUND*
				CLASS Y																			CLASS A					CLASS B
		Six Months Ended 4/30/15 (unaudited)																		Six Months 4/30/15 Ended (unaudited)			Year Ended 10/31/14			Inception to 10/31/136			Six Months Ended 4/30/15 (unaudited)						Year Ended 10/31/14			Inception to 10/31/136
				Year Ended October 31,
					2014			2013			2012			2011			2010
Net Asset Value at beginning of period	$	23.72		$	21.24		$	17.33		$	16.11		$	15.30		$	13.23		$	9.78		$	9.48		$	8.41		$	8.69					$	8.55		$	7.62
Income from Investment Operations:
Net investment income (loss)1		0.10			0.09			0.11			0.06			0.04			0.07			(0.03	)		(0.04	)		(0.03	)		(0.04				)		(0.14	)		(0.06	)
Net realized and unrealized gain on investments		1.17			3.22			3.91			1.18			0.82			2.08			0.59			1.01			1.10			0.50						0.95			0.99
Total from investment operations		1.27			3.31			4.02			1.24			0.86			2.15			0.56			0.97			1.07			0.46						0.81			0.93
Less Distributions:
Distributions from net investment income		(0.12	)		(0.05	)		(0.11	)		(0.02	)		(0.05	)		(0.08	)		–			–			–				–					–			–
Distributions from capital gains		(1.83	)		(0.78	)		–			–			–			–			(1.74	)		(0.67	)		–			(1.74				)		(0.67	)		–
Total distributions		(1.95	)		(0.83	)		(0.11	)		(0.02	)		(0.05	)		(0.08	)		(1.74	)		(0.67	)		–			(1.74				)		(0.67	)		–
Net increase (decrease) in net asset value		(0.68	)		2.48			3.91			1.22			0.81			2.07			(1.18	)		0.30			1.07			(1.28				)		0.14			0.93
Net Asset Value at end of period	$	23.04		$	23.72		$	21.24		$	17.33		$	16.11		$	15.30		$	8.60		$	9.78		$	9.48		$	7.41					$	8.69		$	8.55
Total Return (%)2		5.55	3		15.94			23.33			7.72			5.63			16.26			5.93	3		10.65			12.72	3		5.48				3		9.89			12.20	3
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$	118,646		$	118,009		$	92,067		$	63,956		$	61,122		$	94,475		$	58,888		$	57,117		$	56,578		$	3,945					$	4,235		$	5,476
Ratios of expenses to average net assets:
Before reimbursement of expenses by Adviser (%)		0.95	4		0.95			0.95			0.95			0.95			0.95			1.40	4		1.40			1.40	4		2.15				4		2.15			2.15	4
After reimbursement of expenses by Adviser (%)		0.95	4		0.95			0.95			0.95			0.95			0.95			1.40	4		1.40			1.40	4		2.15				4		2.15			2.15	4
Ratio of net investment income (loss) to average net assets
After reimbursement of expenses by Adviser (%)		0.82	4		0.44			0.57			0.33			0.22			0.38			(0.68	)4		(0.42	)		(0.64	)4		(1.43				)4		(1.19	)		(1.39	)4
Portfolio turnover (%)5		10	3		40			58			71			77			79			17	3		33			21	3		17				3		33			21	3

*	The Financial Statements presented herein reflect 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	Not annualized.
4	Annualized.
5	Portfolio turnover is calculated at the fund level and represents the entire fiscal year or period.
6	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.

See accompanying Notes to Financial Statements.

58

Madison Funds | April 30, 2015

Financial Highlights for a Share of Beneficial Interest Outstanding
	MID CAP FUND* - continued
		CLASS Y																							CLASS R6
		Six Months Ended 4/30/15			Year Ended October 31,					Year Ended December 31,													Six Months Ended 4/30/15			Year Ended October 31,						Year Ended
		(unaudited)			2014			20131			20127			20117			20107			20097			(unaudited)			2014			20131			12/31/127,8
Net Asset Value at beginning of period	$	10.00		$	9.66		$	8.31		$	7.45		$	7.40		$	6.11		$	4.91		$	10.06		$	9.68		$	8.30		$	7.42
Income from Investment Operations:
Net investment income (loss)2		(0.02	)		(0.02	)		(0.02	)		–			(0.01	)		(0.02	)		(0.02	)		(0.03	)		0.02			0.01			0.08
Net realized and unrealized gain on investments		0.60			1.03			2.11			1.17			0.39			1.31			1.22			0.64			1.03			2.11			1.12
Total from investment operations		0.58			1.01			2.09			1.17			0.38			1.29			1.20			0.61			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	)		(0.33	)		–			–			(1.74	)		(0.67	)		(0.74	)		(0.31	)
Total distributions		(1.74	)		(0.67	)		(0.74	)		(0.31	)		(0.33	)		–			–			(1.74	)		(0.67	)		(0.74	)		(0.32	)
Net increase (decrease) in net asset value		(1.16	)		0.34			1.35			0.86			0.05			1.29			1.20			(1.13	)		0.38			1.38			0.88
Net Asset Value at end of period	$	8.84		$	10.00		$	9.66		$	8.31		$	7.45		$	7.40		$	6.11		$	8.93		$	10.06		$	9.68		$	8.30
Total Return (%)3		6.01	4		10.88			22.68	4		15.69			5.10			21.15			24.51			6.31	4		11.29			23.05	4		7.34	4
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$	203,841		$	224,181		$	255,263		$	168,428		$	160,328		$	159,413		$	140,548		$	6,485		$	5,118		$	6,270		$	4,856
Ratios of expenses to average net assets:
Before reimbursement of expenses by Adviser (%)		1.15	5		1.15			1.15	5		1.20			1.25			1.25			1.26			0.77	5		0.77			0.77	5		0.76	5
After reimbursement of expenses by Adviser (%)		1.15	5		1.15			1.15	5		–			–			–			–			0.77	5		0.77			0.77	5		–
Ratio of net investment income (loss) to average net assets
After reimbursement of expenses by Adviser (%)		(0.42	)5		(0.17	)		(0.29	)5		–			(0.20	)		(0.26	)		(0.36	)		(0.06	)5		0.20			0.11	5		1.19	5
Portfolio turnover (%)6		17	4		33			21	4		28			32			57			63			174			33			21	4		28	4

*	The Financial Statements presented herein reflect 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 (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	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 and 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.

59

Madison Funds | April 30, 2015

	SMALL CAP FUND
		CLASS A																									CLASS B
					Six Months Ended 4/30/15	Year Ended October 31,																					Six Months Ended 4/30/15		Year Ended October 31,
					(unaudited)			2014					2013			2012					2011			2010			(unaudited)			2014			2013			2012			2011			2010
Net Asset Value at beginning of period				$	15.21		$	14.87				$	11.81		$	10.79				$	9.93		$	8.24		$	14.58		$	14.38		$	11.45		$	10.55		$	9.78		$	8.18
Income from Investment Operations:
Net investment income (loss)1					0.02			0.06					0.02			0.06					0.04			0.002			(0.04	)		(0.05	)		(0.06	)		(0.02	)		(0.06	)		(0.07	)
Net realized and unrealized gain on investments					0.72			0.88					3.68			1.31					0.86			1.70			0.69			0.85			3.56			1.27			0.86			1.67
Total from investment operations					0.74			0.94					3.70			1.37					0.90			1.70			0.65			0.80			3.50			1.25			0.80			1.60
Redemption Fees					–				–				–			–					0.01			–			–			–			–			–			–			–
Less Distributions:
Distributions from net investment income					(0.04	)			–				(0.09	)		–					(0.05	)		(0.01	)		–			–			(0.02	)		–			(0.03	)		–
Distributions from capital gains					(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	)		(0.01	)		(0.79	)		(0.60	)		(0.57	)		(0.35	)		(0.03	)		–
Net increase (decrease) in net asset value					(0.09	)		0.34					3.06			1.02					0.86			1.69			(0.14	)		0.20			2.93			0.90			0.77			1.60
Net Asset Value at end of period				$	15.12		$	15.21				$	14.87		$	11.81				$	10.79		$	9.93		$	14.44		$	14.58		$	14.38		$	11.45		$	10.55		$	9.78
Total Return (%)3					4.87	4		6.45					32.85			13.08					9.12			20.60			4.48	4		5.66			31.92			12.21			8.20			19.56
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)				$	3,845		$	3,639				$	4,566		$	3,941				$	3,201		$	2,540		$	514		$	522		$	497		$	318		$	266		$	262
Ratios of expenses to average net assets:
Before reimbursement of expenses by Adviser (%)					1.50	5		1.50					1.50			1.50					1.50			1.50			2.25	5		2.25			2.25			2.25			2.25			2.25
After reimbursement of expenses by Adviser (%)					1.50	5		1.50					1.50			1.50					1.50			1.50			2.25	5		2.25			2.25			2.25			2.25			2.25
Ratio of net investment income (loss) to average net assets
After reimbursement of expenses by Adviser (%)					0.23	5		0.35					0.14			0.53					0.33			0.04			(0.52	)5		(0.40	)		(0.62	)		(0.22	)		(0.42	)		(0.72	)
Portfolio turnover (%)6					6	4			29				22			15					15			40			64			29			22			15			15			40
					SMALL CAP FUND
								CLASS Y
		Six Months Ended 4/30/15							Year Ended October 31,
		(unaudited)			2014				2013				2012			2011					2010
Net Asset Value at beginning of period	$	15.26		$	14.88		$	11.82				$	10.77		$	9.91				$	8.22
Income from Investment Operations:
Net investment income1		0.03			0.07				0.02				0.10			0.07					0.03
Net realized and unrealized gain on investments		0.73			0.91				3.71				1.30			0.85					1.69
Total from investment operations		0.76			0.98				3.73				1.40			0.92					1.72
Less Distributions:
Distributions from net investment income		(0.08	)		(0.00	)2			(0.12		)		–			(0.06			)		(0.03	)
Distributions from capital gains		(0.79	)		(0.60	)			(0.55		)		(0.35	)				–			–
Total distributions		(0.87	)		(0.60	)			(0.67		)		(0.35)				(0.06		)		(0.03	)
Net increase (decrease) in net asset value		(0.11	)		0.38				3.06				1.05			0.86					1.69
Net Asset Value at end of period	$	15.15		$	15.26		$	14.88				$	11.82		$	10.77				$	9.91
Total Return (%)3		4.99	4		6.72				33.17				13.39			9.29					20.90
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$	76,645		$	60,279		$	45,217				$	13,808		$	17,039				$	29,240
Ratios of expenses to average net assets:
Before reimbursement of expenses by Adviser (%)		1.25	5		1.25				1.25				1.25			1.25					1.25
After reimbursement of expenses by Adviser (%)		1.25	5		1.25				1.25				1.25			1.25					1.25
Ratio of net investment income to average net assets
After reimbursement of expenses by Adviser (%)		0.48	5		0.59				0.28				0.77			0.69					0.29
Portfolio turnover (%)6		6	4		29				22				15			15					40

1	Net investment income (loss) calculated excluding permanent tax adjustments to undistributed net investment income.
2	Amounts represent less than $0.005 per share.
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.

60

Madison Funds | April 30, 2015

Financial Highlights for a Share of Beneficial Interest Outstanding
	NORTHROAD INTERNATIONAL FUND*
								CLASS Y																					CLASS R6
	Six Months Ended 4/30/15				Year Ended October 31,						Year Ended December 31,														Ended 4/30/15				Year Ended October 31,												Inception to
	(unaudited)				2014			20138			2012			2011			20109			20099					(unaudited)				2014						20138							12/31/121
Net Asset Value at beginning of period	$	11.54		$	12.25		$	10.39		$	9.28		$	13.30		$	11.92		$	10.00					$	11.60		$	12.28					$	10.39							$	9.28
Income from Investment Operations:
Net investment income (loss)2		0.13			0.19			0.19			0.19			0.04			0.007			(0.03	)					0.12			0.24						0.22								0.19
Net realized and unrealized gain (loss) on investments		0.47			(0.41	)		1.67			1.09			(1.03	)		2.20			3.01						0.51			(0.43				)		1.67								1.11
Total from investment operations		0.60			(0.22	)		1.86			1.28			(0.99	)		2.20			2.98						0.63			(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	)		(1.06	)					(0.45	)		(0.29				)					–					–
Total distributions		(0.67	)		(0.49	)		–			(0.17	)		(3.03	)		(0.82	)		(1.06	)					(0.67	)		(0.49				)					–					(0.19	)
Net increase (decrease) in net asset value		(0.07	)		(0.71	)		1.86			1.11			(4.02	)		1.38			1.92						(0.04	)		(0.68				)		1.89								1.11
Net Asset Value at end of period	$	11.47		$	11.54		$	12.25		$	10.39		$	9.28		$	13.30		$	11.92					$	11.56		$	11.60					$	12.28							$	10.39
Total Return (%)3		5.66	4		(1.91	)		17.90	4		13.76			(6.43	)		18.42			29.66						5.90	4		(1.66				)		18.19				4				6.70	4
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$	37,448		$	36,751		$	32,616		$	28,856		$	1,621		$	1,763		$	1,056					$	10,061		$	8,674					$	12							$	11
Ratios of expenses to average net assets:
Before reimbursement of expenses by Adviser (%)		1.15	5		1.15			1.15	5		1.15			1.20			1.25			1.24						0.82	5		0.83						0.83				5				0.83	5
After reimbursement of expenses by Adviser (%)		1.15	5		1.15			1.15	5		–			–			–			–						0.82	5		0.83						0.83				5				–
Ratio of net investment income (loss) to average net assets
After reimbursement of expenses by Adviser (%)		2.27	5		1.68			2.01	5		1.94			0.43			0.02			(0.31	)					2.60	5		2.67						2.33				5				2.33	5
Portfolio turnover (%)6		19	4		30			15	4		12			129			61			74						19	4					30						15	4				12	4
														INTERNATIONAL STOCK FUND
								CLASS A																					CLASS B
		Six Months Ended 4/30/15						Year Ended October 31,															Six Months Ended 4/30/15						Year Ended October 31,
		(unaudited)			2014			2013			2012			2011			2010						(unaudited)			2014			2013			2012								2011			2010
Net Asset Value at beginning of period	$	13.20		$	13.16		$	10.81		$	10.12		$	10.58		$	9.94					$	12.89		$	12.87		$	10.58		$	9.92					$	10.39				$	9.76
Income from Investment Operations:
Net investment income2		0.06			0.16			0.13			0.14			0.16			0.12						0.02			0.10			0.07						0.09					0.08			0.05
Net realized and unrealized gain (loss) on investments		0.71			(0.02	)		2.35			0.76			(0.47	)		0.77						0.69			(0.06	)		2.28						0.72					(0.47	)		0.75
Total from investment operations		0.77			0.14			2.48			0.90			(0.31	)		0.89						0.71			0.04			2.35						0.81					(0.39	)		0.80
Less Distributions:
Distributions from net investment income		(0.31	)		(0.10	)		(0.13	)		(0.21	)		(0.15	)		(0.25	)					(0.21	)		(0.02	)		(0.06	)					(0.15	)				(0.08	)		(0.17	)
Total distributions		(0.31	)		(0.10	)		(0.13	)		(0.21	)		(0.15	)		(0.25	)					(0.21	)		(0.02	)		(0.06	)					(0.15	)				(0.08	)		(0.17	)
Net increase (decrease) in net asset value		0.46			0.04			2.35			0.69			(0.46	)		0.64						0.50			0.02			2.29						0.66					(0.47	)		0.63
Net Asset Value at end of period	$	13.66		$	13.20		$	13.16		$	10.81		$	10.12		$	10.58					$	13.39		$	12.89		$	12.87		$	10.58							$	9.92		$	10.39
Total Return (%)3		6.03	4		1.09			23.11			9.23			(3.00	)		9.01						5.66	4		0.31			22.26						8.39					(3.77	)		8.26
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$	23,829		$	23,012		$	24,571		$	21,002		$	20,763		$	23,505					$	1,926		$	2,061		$	2,946		$	3,206					$	3,872				$	4,854
Ratios of expenses to average net assets:
Before reimbursement of expenses by Adviser (%)		1.60	5		1.60			1.60			1.60			1.60			1.60						2.35	5		2.35			2.35						2.35					2.35			2.35
After reimbursement of expenses by Adviser (%)		1.60	5		1.60			1.60			1.60			1.60			1.60						2.35	5		2.35			2.35						2.35					2.35			2.35
Ratio of net investment income to average net assets
After reimbursement of expenses by Adviser (%)		0.92	5		1.13			1.02			1.35			1.45			1.19						0.13	5		0.29			0.28						0.59					0.72			0.43
Portfolio turnover (%)6		25	4		44			53			41			44			52						25	4		44			53						41					44			52

*	The Financial Statements presented herein reflect 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.

61

Madison Funds | April 30, 2015

Financial Highlights for a Share of Beneficial Interest Outstanding
		INTERNATIONAL STOCK FUND - continued
								CLASS Y
								Year Ended October 31,
	Six Months Ended 4/30/15 (unaudited)				2014			2013			2012			2011			2010
Net Asset Value at beginning of period	$	13.22		$	13.18		$	10.82		$	10.13		$	10.59		$	9.95
Income from Investment Operations:
Net investment income (loss)2		(0.08	)		0.73			0.13			0.18			0.21			0.22
Net realized and unrealized gain (loss) on investments		0.86			(0.56	)		2.38			0.75			(0.49	)		0.69
Total from investment operations		0.78			0.17			2.51			0.93			(0.28	)		0.91
Less Distributions:
Distributions from net investment income		(0.34	)		(0.13	)		(0.15	)		(0.24	)		(0.18	)		(0.27	)
Total distributions		(0.34	)		(0.13	)		(0.15	)		(0.24	)		(0.18	)		(0.27	)
Net increase (decrease) in net asset value		0.44			0.04			2.36			0.69			(0.46	)		0.64
Net Asset Value at end of period	$	13.66		$	13.22		$	13.18		$	10.82		$	10.13		$	10.59
Total Return (%)4		6.14	5		1.29			23.44			9.61			(2.85	)		9.28
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$	14,374		$	7,938		$	34,634		$	23,294		$	44,358		$	74,421
Ratios of expenses to average net assets:
Before reimbursement of expenses by Adviser (%)		1.35	6		1.35			1.35			1.35			1.35			1.35
After reimbursement of expenses by Adviser (%)		1.35	6		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 (%)		1.67	6		1.65			1.26			1.36			1.70			1.42
Portfolio turnover (%)9		25	5		44			53			41			44			52

											HANSBERGER INTERNATIONAL GROWTH FUND*
	CLASS I																		CLASS Y
		Six Months Ended 4/30/15			Year Ended			Year Ended December 31,												Six Months Ended 4/30/15			Year Ended			Year Ended December 31,
		(unaudited)			10/31/141			2013			2012			2011			2010			(unaudited)			10/31/141			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		0.57			0.26			0.173			0.213			0.213			0.153			0.02			0.14			0.133			0.173			0.193			0.123
Net realized and unrealized gain (loss) on investments		0.90			(1.44	)		2.52			2.33			(3.06	)		1.14			1.44			(1.35	)		2.53			2.32			(3.07	)		1.15
Total from investment operations		1.47			(1.18	)		2.69			2.54			(2.85	)		1.29			1.46			(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		0.69			(1.18	)		2.46			2.31			(3.05	)		1.14			0.70			(1.21	)		2.47			2.31			(3.05	)		1.15
Net Asset Value at end of period	$	17.39		$	16.70		$	17.88		$	15.42		$	13.11		$	16.16		$	17.38		$	16.68		$	17.89		$	15.42		$	13.11		$	16.16
Total Return (%)4		9.40	5		(6.60	)5		17.46			19.37			(17.61	)		8.63			9.325			(6.76	)5		17.26			19.01			(17.82	)		8.44
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$	54,615		$	153,839		$	262,627		$	518,186		$	548,110		$	608,571		$	2,906		$	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	6		0.95	6		0.94			0.89			0.86			0.87			1.16	6		1.85	6		1.67			1.45			1.05			1.10
After reimbursement of expenses by Adviser (%)		1.01	6		0.95	6		0.94	7		0.89	8		0.86			0.87			1.16	6		1.16	6		1.17	10		1.15	11		1.05			1.10
Ratio of net investment income to average net assets
After reimbursement of expenses by Adviser (%)		0.62	6		1.40	6		1.05			1.44			1.39			1.05			0.63	6		1.22	6		0.78			1.15			1.22			0.83
Portfolio turnover (%)9		34	5		34	5		48			47			62			52			34	5		34	5		48			47			62			52

*	The Financial Statements presented herein reflect the historical operating results of the Hansberger International Series International Growth Fund through July 30, 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 (loss) 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 0.02%. Without this expense the ratio of net expenses would have been 1.15%.
11	Includes interest expense of less than 0.01%.

62

Madison Funds | April 30, 2015

Financial Highlights for a Share of Beneficial Interest Outstanding

		TARGET RETIREMENT						TARGET RETIREMENT						TARGET RETIREMENT						TARGET RETIREMENT
		2020 FUND						2030 FUND						2040 FUND						2050 FUND
		CLASS R6						CLASS R6						CLASS R6						CLASS R6
	Six Months			Inception			Six Months			Inception			Six Months			Inception			Six Months			Inception
	Ended 4/30/15			to			Ended 4/30/15			to			Ended 4/30/15			to			Ended 4/30/15			to
	(unaudited)			10/31/141			(unaudited)			10/31/141			(unaudited)			10/31/141			(unaudited)			10/31/141
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		0.08			0.03			0.08			0.03			0.07			0.03			0.07			0.03
Net realized and unrealized gain (loss) on investments		0.26			(0.03	)		0.34			(0.04	)		0.37			(0.05	)		0.39			(0.05	)
Total from investment operations		0.34			–			0.42			(0.01	)		0.44			(0.02	)		0.46			(0.02	)
Less Distributions:
Distributions from net investment income		(0.09	)		–			(0.10	)		–			(0.10	)		–			(0.10	)		–
Distributions from capital gains		(0.10	)		–			(0.20	)		–			(0.26	)		–			(0.21	)		–
Total distributions		(0.19	)		–			(0.30	)		–			(0.36	)		–			(0.31	)		–
Net increase (decrease) in net asset value		0.15			–			0.12			(0.01	)		0.08			(0.02	)		0.15			(0.02	)
Net Asset Value at end of period	$	10.15		$	10.00		$	10.11		$	9.99		$	10.06		$	9.98		$	10.13		$	9.98
Total Return (%)3		3.42	4		–	4		4.21	4		(0.10	)4		4.52	4		(0.20	)4		4.73	4		(0.20	)4
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$	61,496		$	61,964		$	84,357		$	82,852		$	57,725		$	58,903		$	22,289		$	21,266
Ratios of expenses to average net assets:
Before reimbursement of expenses by Adviser (%)		0.30	5		0.32	5		0.30	5		0.32	5		0.30	5		0.32	5		0.30	5		0.32	5
After reimbursement of expenses by Adviser (%)		0.30	5		0.32	5		0.30	5		0.32	5		0.30	5		0.32	5		0.30	5		0.32	5
Ratio of net investment income to average net assets
After reimbursement of expenses by Adviser (%)		1.46	5		1.82	5		1.49	5		1.87	5		1.50	5		1.84	5		1.53	5		1.72	5
Portfolio turnover (%)6		117	4		48	4		78	4		44	4		83	4		46	4		109	4		52	4

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

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.

See accompanying Notes to Financial Statements.
	63

Madison Funds | April 30, 2015

Notes to the Financial Statements (unaudited)

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 six funds (individually, a “Fund”, collectively, the “Funds”).

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. 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, Government Bond, 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, (collectively, the “Target Date Funds”). 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, Government Bond, 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 measures based on valuation technology commonly employed in the market for such investments.

Municipal debt securities are traded via a network among dealers and brokers that connect 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 the 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.

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Madison Funds | Notes to the Financial Statements (unaudited) - continued | April 30, 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. 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 April 30, 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 Fund, Small Cap, International Stock and Hansberger International Growth Funds had net realized losses of $136,608, $166, $808,570 and $6,914,245, related to foreign currency transactions, respectively. None of the funds had any net realized gains.

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 April 30, 2015, none of the Funds had open forward foreign currency exchange contracts.

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

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Madison Funds | Notes to the Financial Statements (unaudited) - continued | April 30, 2015

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 April 30, 2015, investments in securities of the Core Bond, Corporate Bond, High Income and Diversified Income Funds include issues that are illiquid. As of that date, the aggregate values of illiquid securities held by the Core Bond, Corporate Bond, High Income and Diversified Income Funds were $15,018,236, $1,693,840, $238,750 and $2,817,651, respectively, which represent 6.6%, 6.2%, 0.8% and 1.9% 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 April 30, 2015, which includes cost and acquisition date, is as follows:

Security	Acquisition Date		Acquisition Cost
Core Bond Fund
AARP, Inc.	5/16/02	$	783,578
AerCap Ireland Capital Ltd. / AerCap Global Aviation Trust	5/8/14		450,000
Antero Resources Corp.	3/3/15		300,000
Apollo Management Holdings L.P.	5/27/14		997,432
ERAC USA Finance LLC	12/16/04		619,598
First Data Corp.	6/20/14		573,230
Forest Laboratories Inc.	12/5/13		200,000
FREMF Mortgage Trust, Series 2012-K708, Class B	4/21/15		1,309,060
Georgia-Pacific LLC	11/3/14		999,990
Glencore Funding LLC	4/22/14		822,818
GreatAmerica Leasing Receivables, Series 2015-1, Class A2	3/11/15		499,980
Helmerich & Payne International Drilling Co.	3/12/15		994,303
JM Smucker Co./The	3/12/15		999,752
Kinder Morgan Inc.	3/5/15		1,073,143
Liberty Mutual Group Inc.	Various		1,232,099
New York Life Global Funding	2/4/15		999,818
Nissan Motor Acceptance Corp.	9/19/13		499,611
Sirius XM Radio Inc.	5/1/14		525,000
Volvo Financial Equipment LLC, Series 2014-1A, Class A3	2/25/14		499,924
		$	14,379,336
Corporate Bond Fund
AerCap Ireland Capital Ltd. / AerCap Global Aviation Trust	5/8/14	$	150,000
Antero Resources Corp.	3/3/15		50,000
Apollo Management Holdings L.P.	5/27/14		249,358
First Data Corp.	6/20/14		104,224
Forest Laboratories Inc.	12/5/13		50,000
Georgia-Pacific LLC	11/3/14		99,999
Glencore Funding LLC	4/22/14		124,669
Helmerich & Payne International Drilling Co.	3/12/15		99,430
JM Smucker Co./The	3/12/15		199,950
Kinder Morgan Inc.	3/5/15		53,657
Liberty Mutual Group Inc.	6/13/13		99,464
New York Life Global Funding	2/4/15		199,964
Nissan Motor Acceptance Corp.	9/19/13	$	49,961
Sirius XM Radio Inc.	5/1/14		125,000
		$	1,655,676
High Income Fund
Brand Energy & Infrastructure Services Inc.	11/22/13	$	250,000
Diversified Income Fund
AARP, Inc.	5/16/02	$	783,578
Antero Resources Corp.	3/3/15		150,000
ERAC USA Finance LLC	12/16/04		350,208
First Data Corp.	6/20/14		208,447
FREMF Mortgage Trust, Series 2012-K708, Class B	4/21/15		314,174
Glencore Funding LLC	4/22/14		264,299
New York Life Global Funding	2/4/15		299,945
Volvo Financial Equipment LLC, Series 2014-1A, Class A3	2/25/14		124,980
		$	2,495,631

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 April 30, 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.)

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Madison Funds | Notes to the Financial Statements (unaudited) - continued | April 30, 2015

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 period ended April 30, 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 April 30, 2015, none of the Funds held securities deemed as a Level 3, and there were no transfers between classification levels during the six months ended April 30, 2015.

The following is a summary of the inputs used as of April 30, 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):

Fund1	Quoted Prices In Active Markets for Identical Investments (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Value at 4/30/15
Conservative Allocation	$	77,657,088	$	–	$	–	$	77,657,088
Moderate Allocation		152,171,956		–		–		152,171,956
Aggressive Allocation		62,799,599		–		–		62,799,599
Cash Reserves2		856,194		20,959,728		–		21,815,922
Tax-Free Virginia
Municipal Bonds		–		22,406,195		–		22,406,195
Tax-Free National
Municipal Bonds		–		27,406,918		–		27,406,918
Government Bond
Mortgage Backed Securities		–		695,252		–		695,252
U.S. Government and Agency
Obligations		–		3,100,847		–		3,100,847
Short-Term Investments		25,109		–		–		25,109
		25,109		3,796,099		–		3,821,208
High Quality Bond
Corporate Notes and Bonds		–		40,651,856		–		40,651,856
U.S. Government and Agency
Obligations		–		62,285,597		–		62,285,597
Short-Term Investments		9,507,595		–		–		9,507,595
		9,507,595		102,937,453		–		112,445,048
Core Bond
Asset Backed Securities		–		8,846,187		–		8,846,187
Commercial Mortgage-Backed
Securities		–		3,843,839		–		3,843,839
Corporate Notes and Bonds		–		60,888,544		–		60,888,544
Long Term Municipal Bonds		–		28,478,412		–		28,478,412
Mortgage Backed Securities		–		52,705,126		–		52,705,126
U.S. Government and Agency
Obligations		–		69,041,594		–		69,041,594
Short-Term Investments		1,340,980		–		–		1,340,980
		1,340,980		223,803,702		–		225,144,682
Corporate Bond
Corporate Notes and Bonds		–		24,493,167		–		24,493,167
Long Term Municipal Bonds		–		2,136,894		–		2,136,894
Short-Term Investments		423,005		–		–		423,005
		423,005		26,630,061		–		27,053,066
High Income
Corporate Notes and Bonds		–		27,382,612		–		27,382,612
Short-Term Investments		1,180,931		–		–		1,180,931
		1,180,931		27,382,612		–		28,563,543
Diversified Income
Common Stocks		82,263,947		–		–		82,263,947
Asset Backed Securities		–		1,870,604		–		1,870,604
Commercial Mortgage-Backed
Securities		–		864,653		–		864,653
Corporate Notes and Bonds		–		22,772,313		–		22,772,313
Long Term Municipal Bonds		–		2,412,388		–		2,412,388
Mortgage Backed Securities		–		13,524,402		–		13,524,402
U.S. Government and Agency
Obligations		–		19,304,881		–		19,304,881
Short-Term Investments		7,735,773		–		–		7,735,773
		89,999,720		60,749,241		–		150,748,961
Covered Call & Equity Income
Assets:
Common Stocks		44,270,285		–		–		44,270,285
Exchange Traded Funds		5,651,470		–		–		5,651,470
Put Options Purchased		388,710		–		–		388,710
U.S. Government and Agency
Obligations		–		5,999,910		–		5,999,910
Short-Term Investments		9,788,669		–		–		9,788,669
		60,099,134		5,999,910		–		66,099,044
Liabilities:
Options Written		1,489,813		–		–		1,489,813
Dividend Income
Common Stocks		21,157,661		–		–		21,157,661
Short-Term Investments		560,269		–		–		560,269
		21,717,930		–		–		21,717,930
Large Cap Value
Common Stocks		192,103,778		–		–		192,103,778
Short-Term Investments		4,234,536		–		–		4,234,536
		196,338,314		–		–		196,338,314
Investors
Common Stocks		121,918,380		–		–		121,918,380
Short-Term Investments		9,537,714		–		–		9,537,714
		131,456,094		–		–		131,456,094
Large Cap Growth
Common Stocks		179,378,024		–		–		179,378,024
Short-Term Investments		11,063,952		–		–		11,063,952
		190,441,976		–		–		190,441,976
Mid Cap
Common Stocks		248,909,847		–		–		248,909,847
Short-Term Investments		24,509,510		–		–		24,509,510
		273,419,357		–		–		273,419,357
Small Cap
Common Stocks		76,916,259		1,885,008		–		78,801,267
Short-Term Investments		2,543,068		–		–		2,543,068
		79,459,327		1,885,008		–		81,344,335
NorthRoad International
Common Stocks
Australia		958,097		–		–		958,097
Brazil		–		1,147,665		–		1,147,665
Denmark		–		2,065,966		–		2,065,966
France		4,618,545		2,056,783		–		6,675,328
Germany		1,294,375		–		–		1,294,375
Ireland		969,054		–		–		969,054
Israel		857,903		–		–		857,903
Japan		2,550,053		1,950,086		–		4,500,139
Netherlands		1,002,374		1,164,054		–		2,166,428
Singapore		–		980,400		–		980,400
South Korea		–		1,129,214		–		1,129,214
Sweden		731,269		–		–		731,269
Switzerland		7,604,338		–		–		7,604,338
United Kingdom		7,829,469		6,764,431		–		14,593,900
Short-Term Investments		1,522,526		–		–		1,522,526
		29,938,003		17,258,599		–		47,196,602
International Stock
Common Stocks
Australia	$	–	$	895,482	$	–	$	895,482
Austria		–		263,053		–		263,053
Belgium		–		1,509,715		–		1,509,715
Brazil		–		329,335		–		329,335
Canada		–		492,197		–		492,197
Denmark		–		406,638		–		406,638
Finland		–		701,608		–		701,608
France		–		2,545,482		–		2,545,482
Germany		–		1,855,770		–		1,855,770
Greece		–		65,131		–		65,131
Ireland		277,558		998,172		–		1,275,730
Israel		1,272,143		–		–		1,272,143
Italy		–		1,112,086		–		1,112,086
Japan		–		7,736,894		–		7,736,894
Luxembourg		–		221,384		–		221,384
Netherlands		–		1,563,762		–		1,563,762
Norway		–		421,286		–		421,286

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Madison Funds | Notes to the Financial Statements (unaudited) - continued | April 30, 2015

Fund1	Quoted Prices In Active Markets for Identical Investments (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Value at 4/30/15
International Stock - continued
Common Stocks
Philippines	$	–	$	469,239	$	–	$	469,239
Spain		–		995,645		–		995,645
Sweden		–		1,417,405		–		1,417,405
Switzerland		–		3,228,228		–		3,228,228
Taiwan		664,768		–		–		664,768
Thailand		–		259,305		–		259,305
Turkey		–		391,424		–		391,424
United Kingdom		–		7,913,812		–		7,913,812
Short-Term Investments		1,609,250		–		–		1,609,250
		3,823,719		35,793,053		–		39,616,772
Hansberger International Growth
Common Stocks
Australia		–		761,412		–		761,412
Canada		2,758,061		–		–		2,758,061
China		–		6,907,450		–		6,907,450
Denmark		–		850,144		–		850,144
France		–		2,573,665		–		2,573,665
Germany		–		3,359,220		–		3,359,220
Hong Kong		–		1,265,084		–		1,265,084
India		2,100,354		504,054		–		2,604,408
Indonesia		–		659,195		–		659,195
Ireland		–		1,404,978		–		1,404,978
Israel		659,727		–		–		659,727
Japan		–		9,382,859		–		9,382,859
Mexico		–		1,256,800		–		1,256,800
Netherlands		2,177,323		–		–		2,177,323
Norway		–		1,218,820		–		1,218,820
Singapore		–		1,453,904		–		1,453,904
SouthKorea		648,622		797,326		–		1,445,948
Spain		–		689,698		–		689,698
Sweden		–		627,594		–		627,594
Switzerland		–		5,120,872		–		5,120,872
United Kingdom		–		10,138,188		–		10,138,188
Short-Term Investments		207,959		–		–		207,959
		8,552,046		48,971,263		–		57,523,309
Madison Target Retirement 2020		60,615,019		–		–		60,615,019
Madison Target Retirement 2030		84,176,122		–		–		84,176,122
Madison Target Retirement 2040		57,226,615		–		–		57,226,615
Madison Target Retirement 2050		21,973,611		–		–		21,973,611

1	See 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.
2	At April 30, 2015, all Level 2 securities held are U.S. Government and Agency Obligations. See respective Portfolio of Investments.

New Accounting Pronouncement.In June 2014, the FASB issued ASU 2014-11, which expands secured borrowing accounting for certain repurchase agreements. This ASU also sets forth additional disclosure requirements for certain transactions accounted for as sales, in order to provide financial statement users with information to compare to similar transactions accounted for as secured borrowings. This ASU is Effective prospectively during interim or annual periods beginning after December 15, 2014. At this time, management is evaluating the implications of these changes on the financial statements.

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 Covered Call & Equity Income Fund, by location as presented on the Statement of Assets and Liabilities as of April 30, 2015:

	Statement of Asset & Liability Presentation of Fair Values of Derivative Instruments
	Asset Derivatives		Liability Derivatives
Derivatives not accounted	Statement of Assets and		Statement of Assets and
for as hedging instruments	Liabilities Location	Fair Value	Liabilities Location	Fair Value
Equity contracts	Options purchased	$388,710	Options written	$1,489,813

The following table presents the effect of Derivative Instruments on the Statement of Operations for the period ended April 30, 2015:

Derivatives not accounted	Realized Loss	Change in Unrealized
for as hedging Instruments	on Derivatives:	Depreciation on Derivatives
Equity contracts	$(74,350)	$(140,759)

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 April 30, 2015:

Fund	Advisory Fee	Fund	Advisory Fee
Conservative Allocation	0.20%	Dividend Income	0.75%
Moderate Allocation	0.20%	Large Cap Value	0.55%
Aggressive Allocation	0.20%	Investors	0.75%
Cash Reserves	0.40%	Large Cap Growth	0.75%
Tax-Free Virginia	0.50%	Mid Cap	0.75%
Tax-Free National	0.50%	Small Cap	1.00%
Government Bond	0.40%	NorthRoad International	0.80%
High Quality Bond	0.30%	International Stock	1.05%
Core Bond	0.50%	Hansberger International Growth	0.75%
Corporate Bond	0.40%	Target Retirement 2020	0.25%
High Income	0.55%	Target Retirement 2030	0.25%
Diversified Income	0.65%	Target Retirement 2040	0.25%
Covered Call & Equity Income	0.85%	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 April 30, 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 period ended April 30, 2015, the waivers totaled $41,015 for Class A Shares and $577 for Class B Shares and are reflected as fees waived in the accompanying Statement of Operations. A portion of the Government Bond and Dividend Income Fund’s advisory fee, 0.10% and 0.10%, respectively, is being waived by the Investment Adviser until February 28, 2016. For the period ended April 30, 2015, the waivers totaled $1,940 for Government Bond and $10,650 for Dividend Income and are reflected as fees waived in the accompanying Statement of Operations. The Investment Adviser does not have the right to recoup these waived fees.

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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
Government Bond	N/A	N/A	N/A	0.25%	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 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 period ended April 30, 2015 the waivers were as follows:

Waived Fees or Expenses*
									Percentage of
							Total		Annual Service
Fund	Class A		Class B		Class Y		Waivers		Fees Waived
Cash Reserves	$	6,605	$	254	$	–	$	6,859	–
Dividend Income		–		–		5,325		5,325	0.05	%
Investors		92,298		–		–		92,298	0.15	%

* 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	0.25%	0.25%	N/A	N/A	N/A	0.25%	0.25%	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
Government Bond	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 period ended April 30, 2015, the waivers totaled $1,352 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, uses a portion of these fees to pay third party selling brokers who sell Fund shares, as disclosed in the prospectus. The sales charges and CDSC collected from shareholders in this manner are presented in the “Amount Collected” section of the table below.

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Madison Funds | Notes to the Financial Statements (unaudited) - continued | April 30, 2015

The amounts retained by MFD (and not paid to selling brokers who sell Fund shares) are shown in the “Amount Retained” section. The amounts collected and retained for the period November 1, 2014 through April 30, 2015, were as follows:

	Amount Collected			Amount Retained
Fund	Class A	Class B	Class C	Class A	Class B	Class C
Conservative Allocation	$106,634	$11,122	$1,068	$13,410	$11,122	$1,068
Moderate Allocation	128,782	16,391	154	15,770	16,391	154
Aggressive Allocation	54,110	4,361	22	5,915	4,361	22
Cash Reserves	–	928	–	–	928	–
Core Bond	24,276	3,564	–	3,314	3,564	–
High Income	17,801	3,263	–	2,396	3,263	–
Diversified Income	267,326	8,015	2,389	38,640	8,015	2,389
Covered Call & Equity Income	103,358	–	1,667	14,537	–	1,667
Large Cap Value	44,482	1,392	–	5,570	1,392	–
Investors	11,197	–	–	1,596	–	–
Large Cap Growth	26,076	780	–	3,042	780	–
Mid Cap	24,387	697	–	2,834	697	–
Small Cap	2,586	135	–	155	135	–
International Stock	16,658	706	–	2,083	706	–

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, Government Bond, 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 period ended April 30, 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	$	–	$	–	$	27,925,775	$	24,789,559
Moderate Allocation		–		–		60,467,466		56,765,591
Aggressive Allocation		–		–		23,404,243		20,418,734
Tax-Free Virginia		–		–		1,437,186		1,448,037
Tax-Free National		–		–		1,591,379		2,079,687
Government Bond		453,764		467,509		–		–
High Quality Bond		12,644,031		13,823,053		9,644,305		16,079,768
Core Bond		22,906,725		29,391,340		46,588,831		34,102,986
Corporate Bond		–		–		5,244,094		5,022,450
High Income		–		–		4,598,198		6,294,527
Diversified Income		5,156,220		6,574,798		12,988,505		8,931,097
Covered Call & Equity Income		–		–		24,402,215		22,903,425
Dividend Income		–		–		2,280,070		2,167,379
Large Cap Value		–		–		90,040,074		100,654,634
Investors		–		–		25,402,596		66,293,915
Large Cap Growth		–		–		18,414,482		21,353,191
Mid Cap		–		–		43,883,154		76,731,790
Small Cap		–		–		18,521,439		4,643,020
NorthRoad International		–		–		8,248,877		8,951,478
International Stock		–		–		12,759,321		8,415,520
Hansberger International Growth		–		–		27,508,085		130,254,390
Madison Target Retirement 2020		–		–		71,553,534		73,450,788
Madison Target Retirement 2030		–		–		64,516,535		65,502,178
Madison Target Retirement 2040		–		–		48,219,777		51,194,525
Madison Target Retirement 2050		–		–		24,160,754		23,891,565

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 Covered Call & Equity Income Fund during the period ended April 30, 2015, were as follows:

	Number of Contracts		Premiums Received
Options outstanding, beginning of period	5,643		$1,197,123
Options written during the period	11,647		2,733,092
Options closed during the period	(4,379	)	(981,962	)
Options exercised during the period	(3,132	)	(742,266	)
Options expired during the period	(4,639	)	(965,160	)
Options outstanding, end of period	5,140		$1,240,827

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

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Madison Funds | Notes to the Financial Statements (unaudited) - continued | April 30, 2015

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. A futures contract may generally be described as an agreement between two parties to buy and sell particular financial instruments for an agreed price during a designated month (or to deliver the final cash settlement price, in the case of a contract relating to an index or otherwise not calling for physical delivery at the end of trading in the contract).

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 the 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 period ended April 30, 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 April 30, 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 2011 through 2014. The prior years of 2011 through 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).

For federal income tax purposes, the Funds listed below have capital loss carryovers as of October 31, 2014, 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	$	–
Diversified Income		–		464,665		–		–		–
Mid Cap		2,489,386		–		–		–		–
Small Cap		1,351,789		–		–		–		–
International Stock		–		–		1,106,894		–		–
Hansberger International
Growth		–		49,306,213		–		–		–

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.

At April 30, 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	$	2,862,794	$	(142,053	)	$	2,720,741
Moderate Allocation		10,362,576		(97,534	)		10,265,042
Aggressive Allocation		5,948,843		(43,190	)		5,905,653
Cash Reserves		-		-			-
Tax-Free Virginia		825,611		(74,981	)		750,630
Tax-Free National		1,336,766		(21,450	)		1,315,316
Government Bond		56,808		(27	)		56,781
High Quality Bond		1,347,314		(37,730	)		1,309,584
Core Bond		7,770,887		(964,171	)		6,806,716
Corporate Bond		801,933		(49,022	)		752,911
High Income		759,372		(531,183	)		228,189
Diversified Income		22,825,987		(1,024,221	)		21,801,766
Covered Call & Equity Income		2,419,445		(1,806,148	)		613,297
Dividend Income		4,220,490		(94,435	)		4,126,055
Large Cap Value		30,561,498		(1,670,327	)		28,891,171
Investors		22,799,733		(1,452,343	)		21,347,390
Large Cap Growth		48,743,809		(878,969	)		47,864,840
Mid Cap		79,440,987		(1,255,267	)		78,185,720
Small Cap		13,681,218		(1,358,313	)		12,322,905
NorthRoad International		4,524,339		(1,888,195	)		2,636,144
International Stock		7,604,080		(560,097	)		7,043,983
Hansberger International Growth		9,321,615		(406,339	)		8,915,276
Madison Target Retirement 2020		4,637,110		(6,590	)		4,630,520
Madison Target Retirement 2030		9,801,182		(11,433	)		9,789,749
Madison Target Retirement 2040		8,035,690		(18,082	)		8,017,608
Madison Target Retirement 2050		2,507,997		(4,156	)		2,503,841

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Madison Funds | Notes to the Financial Statements (unaudited) - continued | April 30, 2015

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

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 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. Effective May 1, 2015, 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.

Effective May 1, 2015, 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: unanticipated changes in interest rates, securities prices or currency exchange rates 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 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 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 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.

All of 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, the funds’ Subadvisers, 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.

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

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Madison Funds | Notes to the Financial Statements (unaudited) - concluded | April 30, 2015

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 period ended April 30, 2015 follows:

	Balance of				Balance of
	Shares Held at	Gross	Gross		Shares Held at	Value at	Realized		Distributions
Fund/Underlying Fund	10/31/2014	Additions	Sales		4/30/2015	4/30/2015	Gain (Loss)		Received1
Conservative Allocation
Madison Core Bond Fund Class Y	1,447,996	151,365	(17,040	)	1,582,321	$16,139,669	$ (93)		$334,002
Madison Corporate Bond Fund Class Y	446,801	–	–		446,801	5,178,419	–		79,219
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	16,393	(16,885	)	205,477	4,734,201	60,274		368,517
Madison Large Cap Value Fund Class Y	254,379	38,870	(23,425	)	269,824	4,522,254	122,551		666,239
Madison NorthRoad International Fund Class Y	98,687	39,471	(17,361	)	120,797	1,385,536	(20,313	)	54,122
Totals						$31,960,079	$231,191		$1,574,202
Moderate Allocation
Madison Core Bond Fund Class Y	2,036,565	114,564	(41,504	)	2,109,625	21,518,171	(2,506	)	451,857
Madison High Quality Bond Fund Class Y	209,235	–	(209,235	)	–	–	50,538		–
Madison Investors Fund Class Y	183,738	28,059	(187,536	)	24,261	508,747	217,448		592,031
Madison Large Cap Growth Fund Class Y	708,200	84,395	(29,820	)	762,775	17,574,346	56,575		1,363,798
Madison Large Cap Value Fund Class Y	918,441	221,139	(59,967	)	1,079,613	18,094,313	217,127		2,476,465
Madison Mid Cap Fund Class Y	154,715	–	(154,715	)	–	–	648,527		–
Madison NorthRoad International Fund Class Y	334,586	76,929	(43,012	)	368,503	4,226,733	23,029		222,663
Totals						$61,922,310	$1,210,738		$5,106,814
Aggressive Allocation
Madison Core Bond Fund Class Y	409,381	58,442	–		467,823	4,771,795	–		94,975
Madison Investors Fund Class Y	99,732	14,211	(91,099	)	22,844	479,041	202,388		299,856
Madison Large Cap Growth Fund Class Y	376,302	55,882	(32,720	)	399,464	9,203,652	86,914		694,624
Madison Large Cap Value Fund Class Y	464,517	123,598	(20,669	)	567,446	9,510,397	50,586		1,280,380
Madison Mid Cap Fund Class Y	126,198	–	(126,198	)	–	–	584,464		–
Madison NorthRoad International Fund Class Y	161,237	48,552	(13,449	)	196,340	2,252,021	1,455		107,302
Totals						$26,216,906	$925,807		$2,477,137
1 Distributions received includes distributions from net investment income and from capital gains from the Affiliated 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. 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 | April 30, 2015

Other Information (unaudited)

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 April 30, 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 181/365 (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, and $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.

	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	$1,028.50	0.70%	$3.52	$1,024.80	1.45%		$7.28
Moderate Allocation*	1,000	1,035.30	0.70%	3.53	1,031.70	1.45%		7.30
Aggressive Allocation*	1,000	1,041.40	0.70%	3.54	1,037.70	1.45%		7.33
Cash Reserves	1,000	1,000.00	0.08%	0.40	1,000.00	0.08%		0.40
Core Bond	1,000	1,016.70	0.90%	4.50	1,012.90	1.65%		8.23
High Income	1,000	1,014.50	1.00%	4.99	1,010.30	1.75%		8.72
Diversified Income	1,000	1,014.90	1.10%	5.50	1,011.20	1.85%		9.23
Covered Call & Equity Income	1,000	1,023.60	1.25%	6.27	N/A	N/A		N/A
Large Cap Value	1,000	1,018.80	1.16%	5.81	1,014.60	1.91%		9.54
Investors	1,000	1,030.10	1.17%	5.89	N/A	N/A		N/A
Large Cap Growth	1,000	1,054.60	1.20%	6.11	1,050.60	1.95%		9.91
Mid Cap	1,000	1,059.30	1.40%	7.15	1,054.80	2.15%		10.95
Small Cap	1,000	1,048.70	1.50%	7.62	1,044.80	2.25%		11.41
International Stock	1,000	1,060.30	1.60%	8.17	1,056.60	2.35%		11.98
	CLASS C
Fund	Beginning Account Value		Ending Account Value		Annual Expense Ratio	Expenses Paid During Period
Conservative Allocation*	$1,000		$1,023.90		1.45%		$7.28
Moderate Allocation*	1,000		1,031.60		1.45%		7.30
Aggressive Allocation*	1,000		1,037.70		1.45%		7.33
Diversified Income	1,000		1,011.20		1.85%		9.23
Covered Call & Equity Income	1,000		1,020.90		2.00%		10.02
	CLASS Y
Fund	Beginning Account Value		Ending Account Value		Annual Expense Ratio	Expenses Paid During Period
Tax-Free Virginia	$1,000		$1,010.50		0.85%		$4.24
Tax-Free National	1,000		1,011.20		0.85%		4.24
Government Bond	1,000		1,006.40		0.55%		2.74
High Quality Bond	1,000		1,008.70		0.49%		2.44
Core Bond	1,000		1,018.10		0.65%		3.25
Corporate Bond	1,000		1,022.30		0.65%		3.26
High Income	1,000		1,016.60		0.75%		3.75
Covered Call & Equity Income	1,000		1,026.40		1.00%		5.02
Dividend Income	1,000		1,015.70		0.95%		4.75
Large Cap Value	1,000		1,019.80		0.91%		4.56
Investors	1,000		1,031.50		0.92%		4.63
Large Cap Growth	1,000		1,055.50		0.95%		4.84
Mid Cap	1,000		1,060.10		1.15%		5.87
Small Cap	1,000		1,049.90		1.25%		6.35
North Road International	1,000		1,056.60		1.15%		5.86
International Stock	1,000		1,061.40		1.35%		6.90
Hansberger International Growth	1,000		1,093.20		1.16%		6.02

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Madison Funds | Other Information (unaudited) - continued | April 30, 2015
	CLASS R6
Fund	Beginning Account Value	Ending Account Value	Annual Expense Ratio	Expenses Paid During Period
Core Bond	$1,000	$1,018.10	0.52%	$2.60
Covered Call & Equity Income	1,000	1,026.30	0.87%	4.37
Investors	1,000	1,032.40	0.72%	3.63
Mid Cap	1,000	1,063.10	0.77%	3.94
NorthRoad International	1,000	1,059.00	0.82%	4.19
Target Retirement 2020*	1,000	1,034.20	0.30%	1.51
Target Retirement 2030*	1,000	1,042.10	0.30%	1.52
Target Retirement 2040*	1,000	1,045.20	0.30%	1.52
Target Retirement 2050*	1,000	1,047.30	0.30%	1.52
	CLASS I
Fund	Beginning Account Value	Ending Account Value	Annual Expense Ratio	Expenses Paid During Period
Hansberger International Growth	$1,000	$1,094.00	1.01%	$5.24
*The annual expense ratio does not include the expenses of the underlying funds.

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	$1,021.32	0.70%	$3.51	$1,017.60	1.45%		$7.25
Moderate Allocation*		1,000	1,021.32	0.70%	3.51	1,017.60	1.45%		7.25
Aggressive Allocation*		1,000	1,021.32	0.70%	3.51	1,017.60	1.45%		7.25
Cash Reserves		1,000	1,024.40	0.08%	0.40	1,024.40	0.08%		0.40
Core Bond		1,000	1,020.33	0.90%	4.51	1,016.61	1.65%		8.25
High Income		1,000	1,019.84	1.00%	5.01	1,016.12	1.75%		8.75
Diversified Income		1,000	1,019.34	1.10%	5.51	1,015.62	1.85%		9.25
Covered Call & Equity Income		1,000	1,018.60	1.25%	6.26	N/A	N/A		N/A
Large Cap Value		1,000	1,019.04	1.16%	5.81	1,015.32	1.91%		9.54
Investors		1,000	1,018.99	1.17%	5.86	N/A	N/A		N/A
Large Cap Growth		1,000	1,018.84	1.20%	6.01	1,015.12	1.95%		9.74
Mid Cap		1,000	1,017.85	1.40%	7.00	1,014.13	2.15%		10.74
Small Cap		1,000	1,017.36	1.50%	7.50	1,013.64	2.25%		11.23
International Stock		1,000	1,016.86	1.60%	8.00	1,013.14	2.35%		11.73
					CLASS C
Fund		Beginning Account Value		Ending Account Value		Annual Expense Ratio	Expenses Paid During Period
Conservative Allocation*		$1,000		$1,017.60		1.45%		$7.25
Moderate Allocation*		1,000		1,017.60		1.45%		7.25
Aggressive Allocation*		1,000		1,017.60		1.45%		7.25
Diversified Income		1,000		1,015.62		1.85%		9.25
Covered Call & Equity Income		1,000		1,014.88		2.00%		9.99

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	CLASS Y
Fund		Beginning Account Value	Ending Account Value	Annual Expense Ratio	Expenses Paid During Period
Tax-Free Virginia		$1,000	$1,020.58	0.85%	$4.26
Tax-Free National		1,000	1,020.58	0.85%	4.26
Government Bond		1,000	1,022.07	0.55%	2.76
High Quality Bond		1,000	1,022.36	0.49%	2.46
Core Bond		1,000	1,021.57	0.65%	3.26
Corporate Bond		1,000	1,021.57	0.65%	3.26
High Income		1,000	1,021.08	0.75%	3.76
Covered Call & Equity Income		1,000	1,019.84	1.00%	5.01
Dividend Income		1,000	1,020.08	0.95%	4.76
Large Cap Value		1,000	1,020.28	0.91%	4.56
Investors		1,000	1,020.23	0.92%	4.61
Large Cap Growth		1,000	1,020.08	0.95%	4.76
Mid Cap		1,000	1,019.09	1.15%	5.76
Small Cap		1,000	1,018.60	1.25%	6.26
NorthRoad International		1,000	1,019.09	1.15%	5.76
International Stock		1,000	1,018.10	1.35%	6.76
Hansberger International Growth			1,019.04	1.16%	5.81
	CLASS R6
Fund		Beginning Account Value	Ending Account Value	Annual Expense Ratio	Expenses Paid During Period
Core Bond		$1,000	$1,022.22	0.52%	$2.61
Covered Call & Equity Income		1,000	1,020.48	0.87%	4.36
Investors		1,000	1,021.22	0.72%	3.61
Mid Cap		1,000	1,020.98	0.77%	3.86
NorthRoad International		1,000	1,020.73	0.82%	4.11
Target Retirement 2020*		1,000	1,023.31	0.30%	1.51
Target Retirement 2030*		1,000	1,023.31	0.30%	1.51
Target Retirement 2040*		1,000	1,023.31	0.30%	1.51
Target Retirement 2050*		1,000	1,023.31	0.30%	1.51
	CLASS I
Fund		Beginning Account Value	Ending Account Value	Annual Expense Ratio	Expenses Paid During Period
Hansberger International Growth		$1,000	$1,019.79	1.01%	$5.06
*The annual expense ratio does not include the expenses of the underlying funds.

Please note that the expenses shown in the 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” and inherently subject to, among other things, risks, uncertainties and assumptions about the Funds and economic factors. Actual future results, however, could differ materially 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.

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Madison Funds | April 30, 2015
FACTS	WHAT DOES MADISON FUNDS® DO WITH YOUR PERSONAL INFORMATION?
Why?	Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.
What?	The types of personal information we collect and share depend on the product or service you have with us. This information can include:       •  Social Security number and transaction history       •  Account balances and checking account information       •  Purchase history and wire transfer instructions When you are no longer our customer, we continue to share your information as described in this notice.
How?	All financial companies need to share investors’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their investors’ personal information; the reasons Madison Funds chooses to share; and whether you can limit this sharing.

Reason we can share your personal information	Does Madison Funds share?	Can you limit this sharing?
For our everyday business purposes — such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus	Yes	No
For our marketing purposes — to offer our products and services to you	Yes	No
For joint marketing with other financial companies	No	We don’t share
For our affiliates’ everyday business purposes — information about your transactions and experiences	Yes	No
For our affiliates’ everyday business purposes — information about your creditworthiness	No	We don’t share
For nonaffiliates to market to you	No	We don’t share

Questions? Call 1-800-877-6089 or go to www.madisonfunds.com.

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Madison Funds | April 30, 2015
Page 2
Who we are
Who is proving this notice?	Madison Funds Post Office Box 8390 Boston, MA 02266-8390
What we do
How does Madison Funds protect my personal information?	To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings.
How does Madison Funds collect my personal information?	We collect your personal information, for example, when you       •   Open an account or provide account information       •  Direct us to buy securities or make deposits or withdrawals from your account       •  Give us your contact information We also collect your personal information from other companies.
Why can’t I limit all sharing?	Federal law gives you the right to limit only       •  sharing for affiliates’ everyday business purposes—information about your creditworthiness       •  affiliates from using your information to market to you       •  sharing for nonaffiliates to market to you State laws and individual companies may give you additional rights to limit sharing.
Definitions
Affiliates	Companies related by common ownership or control. They can be financial and nonfinancial companies.
	•  Our affiliates include companies with a common “Madison” name; financial companies such as Madison Investment Advisors and MFD Distributor, LLC, and subadvisers, NorthRoad Capital Mgmt LLC and Hansberger Global Investors, L.P.
Nonaffiliates	Companies not related by common ownership or control. They can be financial and nonfinancial companies.       •   Madison Funds does not share with nonaffiliates so they can market to you.
Joint marketing	A formal agreement between nonaffiliated financial companies that together market financial products or services to you.       •   Madison Funds does not jointly market.
Other important information

78

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-P1060
Rev:0415

Item 2. Code of Ethics.

Not applicable in semi-annual report.

Item 3. Audit Committee Financial Expert.

Not applicable in semi-annual report.

Item 4. Principal Accountant Fees and Services.

Not applicable in semi-annual report.

Item 5. Audit Committee of Listed Registrants.

Not applicable.

Item 6. Schedule of Investments

Included in report to shareholders (Item 1) above.

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.

Included in report to shareholders (Item 1) above. Otherwise, no changes. The Trust does not normally hold shareholder meetings.

Item 11. Controls and Procedures.

(a) The Trust’s principal executive officer and principal financial officers 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) Not applicable in semi-annual report. (The code was previously filed with the registrant’s Annual Report dated December 31, 2014).

(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.

Ultra Series Fund

/s/ Lisa R. Lange

Lisa R. Lange, Chief Legal Counsel and Chief Compliance Officer
Date: August 31, 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: August 31, 2015

/s/ Greg Hoppe

Greg Hoppe, Principal Financial Officer
Date: August 31, 2015

EX-99.CERT

Financial Statement Certifications

I, Greg Hoppe, certify that:

1. I have reviewed this report on Form N-CSRS of Ultra Series Fund;

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 schedules of investments included in this report fairly present in all material respects the investments of the registrant as of the end of the fiscal quarter for which the report is filed;

4. The registrant’s other certifying officer(s) 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 quarter 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(s) 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: August 31, 2015

/s/ Greg Hoppe

Greg Hoppe
Principal Financial Officer

I, Katherine L. Frank, certify that:

1. I have reviewed this report on Form N-CSRS of Ultra Series Fund;

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 schedules of investments included in this report fairly present in all material respects the investments of the registrant as of the end of the fiscal quarter for which the report is filed;

4. The registrant’s other certifying officer(s) 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 quarter 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(s) 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: August 31, 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)

Ultra Series Fund
Semi-Annual Report dated June 30, 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 Principal Executive Officer	Greg Hoppe Principal Accounting Officer

Dated this 31st day of August, 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 Ultra Series Fund and will be retained by Ultra Series Fund and furnished to the SEC or its staff upon request.