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

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

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.

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.

After a rocky start to calendar year 2016, stocks quickly recouped lost ground and finished the six months ended June 30, 2016 with solid, if unspectacular, gains. The S&P 500 Index^® returned 3.84% over the last six months. Mid cap stocks, as measured by the Russell Mid Cap Index^®, returned 5.50%, and small caps advanced 2.22% based on the Russell 2000 Index^®. Global equities, as measured by the MSCI EAFE Index (net), returned -4.42% as European economies continued to struggle with sub-par economic growth, a strong U.S. dollar, the need for stimulative monetary policies, and near the end of the quarter, an affirmative vote by the United Kingdom to leave the European Union. Bonds were the lead performer in U.S. capital markets, with the Barclays U.S. Aggregate Bond Index returning 5.31% for the period, and the Barclays Intermediate Government/Credit Index returning 4.07%. Lower long-term interest rates allowed bonds to fare favorably as the U.S. Federal Reserve paused after its initial increase in the Federal Funds Rate pending further information on the health of the U.S. economy. A late quarter flight to quality after the “Brexit” vote left 10 year maturity U.S. Treasury yields within 10 basis points of the lows recorded during the financial crisis.

Growth in U.S. output continues to be sluggish, uneven and sub-par by historical standards, with first quarter 2016 real GDP growing 1.1% at an annualized rate. Inflation remains tame, helped overall by a significant pullback in energy prices during the period despite a recovery surge during the second quarter. Even without the volatile food and energy sectors included, inflation rates remain within a range that gives comfort, for now, to Fed policy makers. As a result, it seems unlikely that the Fed will raise rates in the near-term, preferring to continue its wait-and-see stance. One bright spot for the economy continues to be the labor market, with the unemployment rate continuing a gradual decline and labor costs beginning to show signs of advance. A higher rate of compensation growth would be a welcome development for U.S. workers, putting more discretionary income in their pockets and supporting a higher rate of consumption spending.

The wild card, as the year continues, will be developments on the political front, both globally and here at home in the U.S. Uncertainty surrounding the implications of the UK’s decision to withdraw from the EU continue to weigh on global markets, and political upheaval in the UK and tough rhetoric from Europe are contributing to heightened daily price volatility. As we head in earnest into election season here in the U.S., it’s difficult to predict how political projections will affect the markets. Fortunately, the direct impact on the types of companies in which we invest should be minor, as they continue to produce solid results in a slowly expanding domestic economy. We will be carefully monitoring the political backdrop around the world as the summer progresses for signs of impact on the markets and the companies we hold.

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:

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:

The Ultra Series Conservative Allocation Fund (Class I) returned 4.70% for the period, outperforming the Conservative Allocation Fund Custom Index return of 4.51%. The Fund exceeded its peers as measured by the Morningstar Conservative Allocation Category, which advanced 3.37%.

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

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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:

The Ultra Series Moderate Allocation Fund (Class I) returned 4.32% for the period, while its blended benchmark, the Moderate Allocation Fund Custom Index, returned 3.86%. The Fund also beat its Morningstar peer group as the Moderate Allocation Category returned an average of 2.83%.

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:

The Ultra Series Aggressive Allocation Fund (Class I) returned 3.84% for the period, outperforming its blended benchmark, the Aggressive Allocation Fund Custom Index, which returned 3.30%. The Fund outperformed its Morningstar Aggressive Allocation Category peer group, which averaged a 2.18% return.

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

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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.

The Ultra Series Core Bond Fund (Class I) returned 4.93% for the period, moderately trailing the Fund’s benchmark, the Barclays U.S. Aggregate Bond Index, which advanced 5.31%. The Morningstar Intermediate-Term Bond peer group gained 4.99% for the period.

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

The Ultra Series High Income Fund (Class I) returned 6.29% during the period, lagging the Bank of America Merrill Lynch U.S. High Yield Master II Constrained Index’s 9.32% return. The Fund also trailed its Morningstar High Yield Bond category peer group, which returned 7.02%.

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.

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The Ultra Series Diversified Income Fund (Class I) advanced 6.31% for the period, outpacing its blended index (50% Bank of America Merrill Lynch U.S. Corporate, Government and Mortgage Index and 50% S&P 500^®) which returned 4.76%. The Fund’s designated Morningstar peer group, the Moderate Allocation category, averaged a 2.83% return for the period.

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.

The Ultra Series Large Cap Value Fund (Class I) returned 5.79% for the period, trailing its benchmark, the Russell 1000^® Value Index, which advanced 6.30%. The Fund outperformed its Morningstar peer group, Large Cap Value category, which showed a 3.88% return.

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

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.

The Ultra Series Large Cap Growth Fund (Class I) returned 0.81% for the period, trailing its benchmark, the Russell 1000^® Growth Index, which returned 1.36%. The Fund outperformed its peer group, Morningstar Large Growth category, which averaged a return of -2.38% over the same period.

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†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.

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.

The Ultra Series Mid Cap Fund (Class I) returned 5.03% for the period, underperforming its benchmark, the Russell Midcap^® Index, with a 5.50% return. The Fund outperformed its peer group, the Morningstar Mid-Cap Growth category, whose average return was 0.28%.

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

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

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.

The Ultra Series International Stock Fund (Class I) returned -4.03% for the period, beating the -4.42% return of the MSCI EAFE Index (net). The Fund underperformed its peer group, with the Morningstar Foreign Large Blend Category averaging a -3.58% return.

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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.

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).

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

The Barclays U.S. 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

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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^® 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 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.

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.

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, 14 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 Core Bond Fund, High Income Fund, Diversified Income Fund, Large Cap Value Fund, Large Cap Growth Fund, Mid 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 Money Market Fund and Small Cap Fund liquidated as of February 12, 2016.

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 a subadvisory agreement with a subadviser (“Subadviser”) for the management of the investments of the International Stock Fund.

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: The Ultra Series Fund (the “Trust” and each series of the Trust referred to individually as the “Fund,” and collectively, the “Funds”) values securities and other investments as follows: 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.

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Municipal debt securities are traded via a network among dealers and brokers that connect buyers and sellers. Liquidity in the tax-exempt market is influenced by economic conditions, issuer financial strength, bond structure, trade size, supply and demand, tax code and regulatory environment. 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 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 NAVs 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 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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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, 2016, 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. 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.

Forward Foreign Currency Exchange Contracts: Each 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

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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, 2016, 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. 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, 2016, 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 $1,291,231, $378,000 and $2,007,864 respectively, which represent 0.6%, 1.3% and 0.7% 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, 2016, which includes cost and acquisition date, is as follows:

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, 2016, none of the Funds had entered into such transactions.

Ultra Series Fund | Notes to Financial Statements (unaudited) - continued | June 30, 2016

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:

The valuation techniques used by the Funds to measure fair value for the period ended June 30, 2016 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, 2016, 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, 2016, 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):

Ultra Series Fund | Notes to Financial Statements (unaudited) - continued | June 30, 2016

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 effect of derivative instruments in the Core Bond Fund on the Statement of Operations for the period ended June 30, 2016:

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.

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, 2016:

Ultra Series Fund | Notes to Financial Statements (unaudited) - continued | June 30, 2016

The Management Agreement requires the Investment Adviser 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 fees and expenses (including independent trustees’ counsel) 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 Subadviser. The Subadviser is NorthRoad Capital Management LLC, an affiliate of Madison, for the International Stock Fund. Effective October 1, 2016, Lazard Asset Management LLC shall be the subadviser for the International Stock Fund. The Investment Adviser manages the Core Bond Fund, Diversified Income Fund, High 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. Effective July 1, 2014 the Investment Adviser contractually agreed to waive a portion (0.10%) of its management fee of the Target Allocation Funds until at least April 30, 2017. For the period ended June 30, 2016, the waivers were as follows:

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. 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 and expenses of the independent trustees and their independent counsel, 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.

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.

Ultra Series Fund | Notes to Financial Statements (unaudited) - continued | June 30, 2016

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.

For the period ended June 30, 2016, aggregate cost of purchases and proceeds from sales of securities, other than short-term investment, were as follows:

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

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

During the period ended June 30, 2016, the Core Bond Fund’s average notional contract amount of outstanding futures contracts was $106,421.

Options on Futures Contracts. The acquisition of put and call options on futures contracts will give the Core Bond 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

Ultra Series Fund | Notes to Financial Statements (unaudited) - continued | June 30, 2016

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, 2016, were as follows:

Each Fund may invest in foreign 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 reclaimed 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.

Each Fund, except the Target Allocation Funds, 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, 2016.

Ultra Series Fund | Notes to Financial Statements (unaudited) - continued | June 30, 2016

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, 2016. 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, 2012 through December 31, 2015.

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

The capital loss carryover for the International Stock Fund is subject to certain limitations upon availability, to offset future gains, pursuant to Section 382 of the Internal Revenue Code.

At June 30, 2016, 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 follow:

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.

Ultra Series Fund | Notes to Financial Statements (unaudited) - continued | June 30, 2016

resulting from an imperfect correlation between the movements in the prices of the instruments and the prices of the underlying securities and interest rates being hedged. The International Stock Fund may enter into these contracts primarily to protect the Fund from adverse currency movements.

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

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

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

Ultra Series Fund | Notes to Financial Statements (unaudited) - continued | June 30, 2016

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 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.

All capital shares outstanding at June 30, 2016, 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, 2016 follows:

Ultra Series Fund | Notes to Financial Statements (unaudited) - continued | June 30, 2016

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.

As a shareholder of the Funds, you pay no transaction costs, but do incur ongoing costs which include management fees; disinterested trustee fees and expenses; 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, 2016. 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 182/366 (to reflect the one-half fiscal year period).

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.

Ultra Series Fund | Other Information (unaudited) - continued | June 30, 2016

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.

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.

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.

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.

Ultra Series Fund | Other Information (unaudited) - continued | June 30, 2016

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 Economic Overview and Market Outlook 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.

	Semi-Annual Report
	June 30, 2016

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, 2016

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		3
Target Retirement 2050 Fund		3
Benchmark Descriptions		4
Portfolios of Investments
Target Retirement 2020 Fund		5
Target Retirement 2030 Fund		5
Target Retirement 2040 Fund		5
Target Retirement 2050 Fund		5
Financial Statements
Statements of Assets and Liabilities		6
Statements of Operations		7
Statements of Changes in Net Assets		8
Financial Highlights for a Share of Beneficial Interest Outstanding		9
Notes to Financial Statements		11
Other Information		15

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.

Ultra Series Fund | June 30, 2016

Economic Overview and Market Outlook

After a rocky start to calendar year 2016, stocks quickly recouped lost ground and finished the six months ended June 30, 2016 with solid, if unspectacular, gains. The S&P 500 Index^® returned 3.84% over the last six months. Mid cap stocks, as measured by the Russell Mid Cap Index^®, returned 5.50%, and small caps advanced 2.22% based on the Russell 2000 Index^®. Global equities, as measured by the MSCI EAFE Index, returned -4.42% as European economies continued to struggle with sub-par economic growth, a strong U.S. dollar, the need for stimulative monetary policies, and near the end of the quarter, an affirmative vote by the United Kingdom to leave the European Union. Bonds were the lead performer in U.S. capital markets, with the Barclays Aggregate Index returning 5.31% for the period, and the Barclays Intermediate Government/Credit Index returning 4.07%. Lower long-term interest rates allowed bonds to fare favorably as the U.S. Federal Reserve paused after its initial increase in the Federal Funds Rate pending further information on the health of the U.S. economy. A late quarter flight to quality after the “Brexit” vote left 10 year maturity U.S. Treasury yields within 10 basis points of the lows recorded during the financial crisis.

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 10-30% in stock funds and 70-90% 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 4.69% for the period, leading the S&P Target Date^® To 2020 Index return of 3.83%. The Fund outperformed its peers as measured by the Morningstar Target Date 2016-2020 category, which advanced 2.92% for the period.

MADISON FUNDS: MADISON TARGET RETIREMENT 2020 FUND - MASTER FUND*

PORTFOLIO ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 6/30/16

Bond Funds		56.6%
Foreign Stock Funds Money Market Funds Stock Funds		9.1% 8.3% 29.8%
Other Net Assets Less Liabilities		(3.8)%

*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 10-30% in stock funds and 70-90% 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 4.07% for the period, compared to the S&P Target Date^® To 2030 Index return of 3.67%. The Fund outperformed its peers as measured by the Morningstar Target Date 2026-2030 category, which advanced 2.17% for the period.

MADISON FUNDS: MADISON TARGET RETIREMENT 2030 FUND - MASTER FUND*

PORTFOLIO ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 6/30/16

Bond Funds		32.6%
Foreign Stock Funds Money Market Funds Stock Funds		14.5% 8.4% 48.3%
Other Net Assets Less Liabilities		(3.8)%

*See Note 1 for an explanation of the Fund Structure.

Ultra Series Fund | Review of Period (unaudited) - concluded | June 30, 2016

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 10-30% in stock funds and 70-90% 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 3.86% for the period, compared to the S&P Target Date^® To 2040 Index return of 3.48%. The Fund outperformed its peers as measured by the Morningstar Target Date 2036-2040 category, which advanced 1.74% for the period.

MADISON FUNDS: MADISON TARGET RETIREMENT 2040 FUND - MASTER FUND*
PORTFOLIO ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 6/30/16

Bond Funds		22.7%
Foreign Stock Funds Money Market Funds Stock Funds		16.9% 7.7% 55.7%
Other Net Assets Less Liabilities		(3.0)%

*See Note 1 for an explanation of the Fund Structure.

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 10-30% in stock funds and 70-90% 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 3.42% for the period, compared the S&P Target Date^® To 2050 Index return of 3.27%. The Fund exceeded its peers as measured by the Morningstar Target Date 2046-2050 category, which advanced 1.55% for the period.

MADISON FUNDS: MADISON TARGET RETIREMENT 2050 FUND - MASTER FUND*
PORTFOLIO ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 6/30/16

Bond Funds		12.8%
Foreign Stock Funds Money Market Funds Stock Funds		18.9% 4.9% 63.6%
Other Net Assets Less Liabilities		(0.2)%

*See Note 1 for an explanation of the Fund Structure.

Ultra Series Fund | June 30, 2016

BENCHMARK DESCRIPTIONS

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 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 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.

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.

Ultra Series Fund | June 30, 2016

Madison Target Retirement 2020 Fund Portfolio of Investments (unaudited)

	Shares	Value (Note 2)

INVESTMENT COMPANIES - 100.5%
Master Fund - 97.6%*
Madison Funds: Madison Target Retirement 2020 Fund Class R6 (A)	5,231,031	$	51,577,962

Money Market Funds - 2.9% State Street Institutional U.S. Government
Money Market Fund, 0.25%, Premier Class	1,514,842		1,514,842

TOTAL INVESTMENTS - 100.5% (Cost $48,922,038**)		$	53,092,804
NET OTHER ASSETS AND LIABILITIES - (0.5%)			(247,223	)

TOTAL NET ASSETS - 100.0%		$	52,845,581

*	See Appendix A for a complete listing of holdings of the Master Fund.
**	Aggregate cost for Federal tax purposes was $48,922,038.
(A)	Affiliated Company (see Note 8).

Madison Target Retirement 2030 Fund Portfolio of Investments (unaudited)

	Shares	Value (Note 2)

INVESTMENT COMPANIES - 99.9%
Master Fund - 97.5%*
Madison Funds: Madison Target Retirement 2030 Fund Class R6 (A)	7,871,815	$	75,963,013

Money Market Funds - 2.4% State Street Institutional U.S. Government
Money Market Fund, 0.25%, Premier Class	1,902,259		1,902,259

TOTAL INVESTMENTS - 99.9% (Cost $69,912,529**)		$	77,865,272
NET OTHER ASSETS AND LIABILITIES - 0.1%			41,540

TOTAL NET ASSETS - 100.0%		$	77,906,812

*	See Appendix A for a complete listing of holdings of the Master Fund.
**	Aggregate cost for Federal tax purposes was $69,912,529.
(A)	Affiliated Company (see Note 8).

Madison Target Retirement 2040 Fund Portfolio of Investments (unaudited)

	Shares	Value (Note 2)

INVESTMENT COMPANIES - 99.9%
Master Fund - 96.6%*
Madison Funds: Madison Target Retirement 2040 Fund Class R6 (A)	5,353,445	$	50,590,056

Money Market Funds - 3.3% State Street Institutional U.S. Government
Money Market Fund, 0.25%, Premier Class	1,722,317		1,722,317

TOTAL INVESTMENTS - 99.9% (Cost $46,546,317**)		$	52,312,373
NET OTHER ASSETS AND LIABILITIES - 0.1%			63,821

TOTAL NET ASSETS - 100.0%		$	52,376,194

*	See Appendix A for a complete listing of holdings of the Master Fund.
**	Aggregate cost for Federal tax purposes was $46,546,317.
(A)	Affiliated Company (see Note 8).

Madison Target Retirement 2050 Fund Portfolio of Investments (unaudited)

	Shares	Value (Note 2)

INVESTMENT COMPANIES - 100.3%
Master Fund - 96.2%*
Madison Funds: Madison Target Retirement 2050 Fund Class R6 (A)	2,289,791	$	22,050,692

Money Market Funds - 4.1% State Street Institutional U.S. Government
Money Market Fund, 0.25%, Premier Class	949,924		949,924

TOTAL INVESTMENTS - 100.3% (Cost $20,780,077**)		$	23,000,616
NET OTHER ASSETS AND LIABILITIES - (0.3%)			(77,776	)

TOTAL NET ASSETS - 100.0%		$	22,922,840

*	See Appendix A for a complete listing of holdings of the Master Fund.
**	Aggregate cost for Federal tax purposes was $20,780,077.
(A)	Affiliated Company (see Note 8).

See accompanying Notes to Financial Statements.

Ultra Series Fund | June 30, 2016

Statements of Assets and Liabilities as of June 30, 2016 (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	$	1,514,842		$	1,902,259		$	1,722,317		$	949,925
Master Fund¹		47,407,196			68,010,270			44,824,000			19,830,152
Net unrealized appreciation
Master Fund¹		4,170,766			7,952,743			5,766,056			2,220,539

Total investments, at value		53,092,804			77,865,272			52,312,373			23,000,616
Receivables:
Fund shares sold		13,276			103,472			97,446			19,835

Total assets		53,106,080			77,968,744			52,409,819			23,020,451


Liabilities:
Payables:
Fund shares redeemed		260,499			61,932			33,625			97,611

Total liabilities		260,499			61,932			33,625			97,611

Net assets applicable to outstanding capital stock	$	52,845,581		$	77,906,812		$	52,376,194		$	22,922,840

Net assets consist of:
Paid-in capital		49,043,951			70,502,959			47,048,902			20,803,559
Accumulated undistributed net investment income		670			1,151			855			861
Accumulated net realized loss on investments sold		(369,806	)		(550,041	)		(439,619	)		(102,119	)
Net unrealized appreciation of investments		4,170,766			7,952,743			5,766,056			2,220,539

Net Assets	$	52,845,581		$	77,906,812		$	52,376,194		$	22,922,840

Class I Shares:
Net Assets	$	52,845,581		$	77,906,812		$	52,376,194		$	22,922,840
Shares of beneficial interest outstanding		6,285,831			9,271,407			6,700,141			1,819,819
Net Asset Value and redemption price per share	$	8.41		$	8.40		$	7.82		$	12.60

¹ See Note 8 for information on affiliated issuers.

See accompanying Notes to Financial Statements.

Ultra Series Fund | June 30, 2016

Statements of Operations for the Six-Months Ended June 30, 2016 (unaudited)

	Madison		Madison		Madison			Madison
	Target		Target		Target			Target
	Retirement		Retirement		Retirement			Retirement
	2020 Fund		2030 Fund		2040 Fund			2050 Fund

Investment Income
Master Fund¹	$	670	$	1,152	$	855		$	861

Total investment income		670		1,152		855			861

Expenses:²
Total expenses		–		–		–			–

Net Investment Income		670		1,152		855			861
Net Realized and Unrealized Gain (Loss) on Investments
Net realized gain (loss) on investments
Master Fund¹		45,537		2,497		(2,214	)		–
Net change in unrealized appreciation on investments
Master Fund¹		2,361,130		3,070,528		1,913,035			792,175

Net Realized and Unrealized Gain on Investments		2,406,667		3,073,025		1,910,821			792,175

Net Increase in Net Assets from Operations	$	2,407,337	$	3,074,177	$	1,911,676		$	793,036

¹ See Note 8 for information on affiliated issuers.
² See Note 3 for information on expenses.

See accompanying Notes to Financial Statements.

Ultra Series Fund | June 30, 2016

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
	6/30/16			12/31/15			6/30/16			12/31/15			6/30/16			12/31/15			6/30/16			12/31/15

Net Assets at beginning of period	$	52,858,479		$	62,086,994		$	74,258,209		$	84,935,455		$	49,576,290		$	59,498,853		$	21,173,170		$	22,798,839

Increase in net assets from operations:
Net investment income		670			888,754			1,152			1,240,982			855			835,992			861			342,254
Net realized gain (loss)		45,537			2,551,186			2,497			3,567,547			(2,214)			3,420,071			–			735,016
Net change in unrealized appreciation (depreciation)		2,361,130			(3,559,651	)		3,070,528			(5,368,467	)		1,913,035	)		(4,671,217	)		792,175			(1,250,237	)

Net increase (decrease) in net assets from operations		2,407,337			(119,711	)		3,074,177			(559,938	)		1,911,676	)		(415,154	)		793,036			(172,967	)

Distributions to shareholders from:
Net investment income
Class I		(24,470	)		(1,232,070	)		(28,486	)		(1,539,158	)		(22,292	)		(1,120,298	)		(9,234	)		(461,247)
Net realized gains
Class I		(46,400	)		(2,535,543	)		(76,805	)		(3,763,105	)		(56,977	)		(3,435,249	)		(12,450	)		(623,257	)

Total distributions		(70,870	)		(3,767,613	)		(105,291	)		(5,302,263	)		(79,269	)		(4,555,547	)		(21,684	)		(1,084,504	)

Capital Stock transactions:
Class I Shares
Shares sold		9,817,648			17,955,487			12,278,681			24,673,115			8,292,147			15,715,878			5,688,290			11,556,097
Issued to shareholders in reinvestment of distributions		70,870			3,767,612			105,291			5,302,263			79,269			4,555,546			21,684			1,084,504
Shares redeemed		(12,237,883	)		(27,064,290	)		(11,704,255	)		(34,790,423	)		(7,403,919	)		(25,223,286	)		(4,731,656	)		(13,008,799	)

Total increase (decrease) from capital stock transactions		(2,349,365	)		(5,341,191	)		679,717			(4,815,045	)		967,497			(4,951,862	)		978,318			(368,198	)

Total increase (decrease) in net assets		(12,898	)		(9,228,515	)		3,648,603			(10,677,246	)		2,799,904			(9,922,563	)		1,749,670			(1,625,669	)

Net Assets at end of period	$	52,845,581		$	52,858,479		$	77,906,812		$	74,258,209		$	52,376,194		$	49,576,290		$	22,922,840		$	21,173,170

Undistributed net investment income (loss) included in net assets	$	670		$	24,470		$	1,151		$	28,485		$	855		$	22,292		$	861		$	9,234
Capital Share transactions:
Class I Shares
Shares sold		1,205,935			2,057,092			1,515,770			2,781,632			1,097,205			1,862,045			469,265			880,973
Issued to shareholders in reinvestment of distributions		8,514			463,651			12,658			648,077			10,245			597,134			1,740			88,680
Shares redeemed		(1,502,816	)		(3,103,891	)		(1,444,241	)		(3,929,355	)		(986,594	)		(2,987,668	)		(388,504	)		(990,668	)

Net increase (decrease) from capital share transactions		(288,367	)		(583,148	)		84,187			(499,646	)		120,856			(528,489	)		82,501			(21,015	)

See accompanying Notes to Financial Statements.

Ultra Series Fund | June 30, 2016

Financial Highlights for a Share of Beneficial Interest Outstanding

MADISON TARGET RETIREMENT 2020 FUND
	(unaudited)			Year Ended December 31,

	Six-Months
CLASS I	Ended 6/30/16			2015			2014			2013			2012		2011

Net Asset Value at beginning of period	$	8.04		$	8.67		$	8.76		$	8.31		$	7.82	$	8.06
Income from Investment Operations:
Net investment income¹		0.00	²		0.13			0.19			0.21			0.24		0.22
Net realized and unrealized gain (loss) on investments		0.38			(0.15	)		0.42			0.70			0.53		(0.04	)

Total from investment operations		0.38			(0.02	)		0.61			0.91			0.77		0.18
Less Distributions From:
Net investment income		(0.00	)²		(0.20	)		(0.24	)		(0.22	)		(0.25)		(0.23	)
Capital gains		(0.01	)		(0.41	)		(0.46	)		(0.24	)		(0.03)		(0.19	)

Total distributions		(0.01	)		(0.61	)		(0.70	)		(0.46	)		(0.28)		(0.42	)
Net increase (decrease) in net asset value		0.37			(0.63	)		(0.09	)		0.45			0.49		(0.24	)
Net Asset Value at end of period	$	8.41		$	8.04		$	8.67		$	8.76		$	8.31	$	7.82
Total Return (%)³		4.69	⁴		(0.34	)		7.11			10.94			9.98		2.11
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$	52,846		$	52,858		$	62,087		$	70,472		$	56,607	$	39,580
Ratios of expenses to average net assets:
Before reimbursement of expenses by adviser (%)		0.00	^5,9		0.00	^7,9		0.30			0.30			0.30		0.26
After reimbursement of expenses by adviser (%)		0.00	^5,9		0.00	^7,9		0.21	⁷		0.30			0.30		0.24	⁸
Ratio of net investment income to average net assets (%)		0.00	^5,9		1.51			2.08			2.37			2.96		2.70
Portfolio turnover (%)⁶		0	⁴		7			142			167			90		114



MADISON TARGET RETIREMENT 2030 FUND
	(unaudited)			Year Ended December 31,

		Six-Months
CLASS I	Ended 6/30/16			2015			2014			2013			2012		2011

Net Asset Value at beginning of period	$	8.08		$	8.77		$	8.92		$	8.04		$	7.49	$	7.90
Income from Investment Operations:
Net investment income¹		0.00	²		0.13			0.18			0.19			0.23		0.19
Net realized and unrealized gain (loss) on investments		0.33			(0.21	)		0.54			1.13			0.60		(0.09	)

Total from investment operations		0.33			(0.08	)		0.72			1.32			0.83		0.10
Less Distributions From:
Net investment income		(0.00	)²		(0.18	)		(0.22	)		(0.18	)		(0.22)		(0.20	)
Capital gains		(0.01	)		(0.43	)		(0.65	)		(0.26	)		(0.06)		(0.31	)

Total distributions		(0.01	)		(0.61	)		(0.87	)		(0.44	)		(0.28)		(0.51	)
Net increase (decrease) in net asset value		0.32			(0.69	)		(0.15	)		0.88			0.55		(0.41	)
Net Asset Value at end of period	$	8.40		$	8.08		$	8.77		$	8.92		$	8.04	$	7.49
Total Return (%)³		4.07	⁴		(0.86	)		8.06			16.56			11.05		1.16
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$	77,907		$	74,258		$	84,935		$	93,187		$	68,009	$	45,404
Ratios of expenses to average net assets:
Before reimbursement of expenses by adviser (%)		0.00	^5,9		0.00	^7,9		0.30			0.30			0.30		0.26
After reimbursement of expenses by adviser (%)		0.00	^5,9		0.00	^7,9		0.21	⁷		0.30			0.30		0.24	⁸
Ratio of net investment income to average net assets (%)		0.00	^5,9		1.51			1.98			2.16			2.84		2.43
Portfolio turnover (%)⁶		0	⁴		7			103			136			86		108

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		Portfolio turnover is calculated at the fund level and represents the entire fiscal year or period.
⁷		See Note 3 for further discussion of fee waivers.
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 included 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.

See accompanying Notes to Financial Statements.

Ultra Series Fund | June 30, 2016

Financial Highlights for a Share of Beneficial Interest Outstanding

MADISON TARGET RETIREMENT 2040 FUND
	(unaudited)			Year Ended December 31,

	Six-Months
CLASS I	Ended 6/30/16			2015			2014			2013		2012			2011

Net Asset Value at beginning of period	$	7.54		$	8.37		$	8.68		$	7.61	$	7.06		$	7.60
Income from Investment Operations:
Net investment income²		0.00	³		0.13			0.17			0.17		0.20			0.16
Net realized and unrealized gain (loss) on investments		0.29			(0.20	)		0.55			1.32		0.61			(0.12	)

Total from investment operations		0.29			(0.07	)		0.72			1.49		0.81			0.04
Less Distributions From:
Net investment income		(0.00	)³		(0.19	)		(0.22	)		(0.16)		(0.19	)		(0.17	)
Capital gains		(0.01	)		(0.57	)		(0.81	)		(0.26)		(0.07	)		(0.41	)

Total distributions		(0.01	)		(0.76	)		(1.03	)		(0.42)		(0.26	)		(0.58	)
Net increase (decrease) in net asset value		0.28			(0.83	)		(0.31	)		1.07		0.55			(0.54	)
Net Asset Value at end of period	$	7.82		$	7.54		$	8.37		$	8.68	$	7.61		$	7.06
Total Return (%)⁴		3.86	⁵		(1.01	)		8.27			19.63		11.42			0.47
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$	52,376		$	49,576		$	59,499		$	68,917	$	49,269		$	35,182
Ratios of expenses to average net assets:
Before reimbursement of expenses by adviser (%)		0.00	^6,10		0.00	^8,10		0.30			0.30		0.30			0.26
After reimbursement of expenses by adviser (%)		0.00	^6,10		0.00	^8,10		0.21	⁸		0.30		0.30			0.24	⁹
Ratio of net investment income to average net assets (%)		0.00	^6,10		1.52			1.95			2.01		2.65			2.11
Portfolio turnover (%)⁷		1	⁵		8			108			151		101			115



MADISON TARGET RETIREMENT 2050 FUND
	(unaudited)			Year Ended December 31											Inception

	Six Months															to
CLASS I	Ended 6/30/16			2015			2014			2013		2012			12/31/11¹

Net Asset Value at beginning of period	$	12.19		$	12.97		$	12.78		$	10.69	$	9.75		$	10.00
Income from Investment Operations:
Net investment income²		0.00	³		0.21			0.27			0.24		0.30			0.26
Net realized and unrealized gain (loss) on investments		0.43			(0.33	)		0.82			2.19		0.89			(0.36	)

Total from investment operations		0.43			(0.12	)		1.09			2.43		1.19			(0.10	)
Less Distributions From:
Net investment income		(0.01	)		(0.28	)		(0.27	)		(0.18)		(0.21	)		(0.14	)
Capital gains		(0.01	)		(0.38	)		(0.63	)		(0.16)		(0.04	)		–
Return of capital		–			–			–			–		–			(0.01	)

Total distributions		(0.02	)		(0.66	)		(0.90	)		(0.34)		(0.25	)		(0.15	)
Net increase (decrease) in net asset value		0.41			(0.78	)		0.19			2.09		0.94			(0.25	)
Net Asset Value at end of period	$	12.60		$	12.19		$	12.97		$	12.78	$	10.69		$	9.75
Total Return (%)⁴		3.42	⁵		(0.91	)		8.51			22.78		12.12			(1.03	)⁴
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$	22,923		$	21,173		$	22,799		$	18,123	$	7,160		$	2,236
Ratios of expenses to average net assets:
Before reimbursement of expenses by adviser (%)		0.00	^6,10		0.00	^8,10		0.30			0.30		0.30			0.26	⁶
After reimbursement of expenses by adviser (%)		0.00	^6,10		0.00	^8,10		0.20	⁸		0.30		0.30			0.26	^6,9
Ratio of net investment income to average net assets (%)		0.00	^6,10		1.57			2.02			1.98		2.90			2.61	⁶
Portfolio turnover (%)⁷		0	⁵		13			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		Portfolio turnover is calculated at the fund level and represents the entire fiscal year or period.
⁸		See Note 3 for further discussion of fee waivers.
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 included 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.

See accompanying Notes to Financial Statements.

Ultra Series Fund | June 30, 2016

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, 14 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 identical voting, dividend, liquidation and other rights, and its proportional share of Fund level expenses. 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, 2016, the Ultra Series Madison Target Retirement 2020 Fund owned approximately 91.84% of the respective Madison Funds Master Fund, the Ultra Series Madison Target Retirement 2030 Fund owned approximately 96.20% of the respective Madison Funds Master Fund, the Ultra Series Madison Target Retirement 2040 Fund owned approximately 98.76% of the respective Madison Funds Master Fund, and the Ultra Series Madison Target Retirement 2050 Fund owned approximately 98.39% of the respective Madison Funds Master Fund. See also Appendix A, page 13 for the Portfolio of Investments, and Appendix B, page 18 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 NAVs 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.

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, 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.


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Ultra Series Fund | Notes to the Financial Statements – continued | June 30, 2016

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.

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.

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.

•	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 following is a summary of the inputs used as of June 30, 2016 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

Value at

Fund

(Level 1)

(Level 2)

(Level 3)

6/30/16

Madison Target Retirement 2020¹

51,577,962

–

51,577,962

State Street Institutional U.S. Government Money Market Fund

1,514,842

–

1,514,842

Ultra Series Madison Target Retirement 2020

53,092,804

–

53,092,804


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Ultra Series Fund | Notes to the Financial Statements – continued | June 30, 2016

	Quoted Prices in
	Active Markets		Significant Other		Significant
	for Identical		Observable		Unobservable
	Investments		Inputs		Inputs		Value at
Fund	(Level 1)		(Level 2)		(Level 3)		6/30/16

Madison Target Retirement 2030¹	$	75,963,013	$	–	$	–	$	75,963,013
State Street Institutional U.S. Government Money Market Fund		1,902,259		–		–		1,902,259

Ultra Series Madison Target Retirement 2030	$	77,865,272	$	–	$	–	$	77,865,272


Madison Target Retirement 2040¹	$	50,590,056	$	–	$	–	$	50,590,056
State Street Institutional U.S. Government Money Market Fund		1,722,317		–		–		1,722,317

Ultra Series Madison Target Retirement 2040	$	52,312,373	$	–	$	–	$	52,312,373


Madison Target Retirement 2050¹	$	22,050,692	$	–	$	–	$	22,050,692
State Street Institutional U.S. Government Money Market Fund		949,924		–		–		949,924

Ultra Series Madison Target Retirement 2050	$	23,000,616	$	–	$	–	$	23,000,616

¹Please refer to Appendix A of this report (page 13) for a list of underlying holdings of the Master Fund held by each respective Ultra Series Target Date Fund.

3. MANAGEMENT AND SERVICES AGREEMENTS AND OTHER EXPENSES

Management and Services Agreement: Effective with the launch of the Madison Funds Madison Target Date Funds or Master Funds (see Note 1), the USF Target Date Funds invested substantially all of their assets in these Master Funds. In order to avoid charging duplicate fees, and as long as each USF Target Date Fund invests substantially all of its assets in the underlying corresponding Madison Target Date Fund, the USF Target Date Funds shall not pay any management or 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.

Other Expenses: 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.

4. DIVIDENDS FROM NET INCOME AND DISTRIBUTIONS OF CAPITAL GAINS

5. SECURITIES TRANSACTIONS

For the period ended June 30, 2016, 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	$	–	$	2,300,221
Ultra Series Madison Target Retirement 2030		–		99,376
Ultra Series Madison Target Retirement 2040		550,000		251,107
Ultra Series Madison Target Retirement 2050		950,000		–

6. FEDERAL INCOME TAX INFORMATION

For the year ended December 31, 2015, there were no capital losses utilized for the Target Date Funds.

Fund	Appreciation		Depreciation		Net
Ultra Series Madison Target Retirement 2020	$	4,170,765	$	–	$	4,170,766
Ultra Series Madison Target Retirement 2030		7,952,743		–		7,952,743
Ultra Series Madison Target Retirement 2040		5,766,056		–		5,766,056
Ultra Series Madison Target Retirement 2050		2,220,539		–		2,220,539

The differences between 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.

The Target Date Funds are fund of funds, meaning that they invest primarily in the shares of the Master 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 Master Funds in which it invests; and the Master Fund’s performance, in turn, depends on the particular securities in which that Master Fund invests and the expenses of that Fund. Accordingly, these Funds are subject to the risks of the Master Funds in direct proportion to the allocation of their respective assets among the Master Funds.


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Ultra Series Fund | Notes to the Financial Statements – concluded | June 30, 2016

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 Master Fund(s) selected to fulfill a particular asset class underperforms their peers. Asset allocation risk is the risk that the allocation of the Fund’s assets among the various asset classes and market segments will cause the Fund to underperform other funds with a similar investment objective.

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

8. CAPITAL SHARES AND AFFILIATED OWNERSHIP

All capital shares outstanding at June 30, 2016 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, 2016, follows:

	Balance of							Balance of
	Shares							Shares
	Held at		Gross		Gross			Held at		Value at		Realized			Distributions
Fund/Underlying Fund	12/31/15		Additions		Sales			6/30/16		6/30/16		Gain (Loss)			Received¹

Ultra Series Madison Target Retirement 2020 Fund
Madison Funds: Madison Target Retirement 2020 Fund Class R6		5,469,874		–		(238,843	)		5,231,031	$	51,577,962	$	45,537		$	–

Totals										$	51,577,962	$	45,537		$	–

Ultra Series Madison Target Retirement 2030 Fund
Madison Funds: Madison Target Retirement 2030 Fund Class R6		7,882,221		–		(10,406	)		7,871,815	$	75,963,013	$	2,497		$	–

Totals										$	75,963,013	$	2,497		$	–

Ultra Series Madison Target Retirement 2040 Fund
Madison Funds: Madison Target Retirement 2040 Fund Class R6		5,322,370		58,760		(27,685	)		5,353,445	$	50,590,056	$	(2,214	)	$	–

Totals										$	50,590,056	$	(2,214	)	$	–

Ultra Series Madison Target Retirement 2050 Fund
Madison Funds: Madison Target Retirement 2050 Fund Class R6		2,188,418		101,373		–			2,289,791	$	22,050,692	$	–		$	–

Totals										$	22,050,692	$	–		$	–

¹Distributions received include distributions from net investment income and from capital gains from the 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. On May 6, 2016, the Board of Trustees of Madison Funds, a separate trust, approved an Agreement and Plan of Reorganization pursuant to which the Madison Target Retirement 2020 Fund, Madison Target Retirement 2030 Fund, Madison Target Retirement 2040 Fund and Madison Target Retirement 2050 Fund (collectively, the “Master Funds,” see Note 1 for fund structure), are proposed to be reorganized into the Goldman Sachs Target Date 2020 Portfolio, the Goldman Sachs Target Date 2030 Portfolio, the Goldman Sachs Target Date 2040 Portfolio and the Goldman Sachs Target Date 2050 Portfolio, respectively, each a newly formed “shell” series of the Goldman Sachs Trust II. If the reorganizations are approved as proposed, the USF Target Date Funds will become shareholders of the corresponding GS Target Date Portfolio. The reorganizations are subject to the approval of the shareholders of each Madison Target Retirement Fund, the USF Target Date Funds, and satisfaction of certain other conditions. A special joint meeting of both groups of shareholders is scheduled to be held on or about August 17, 2016 to consider the approval of the plan.

The GS Target Date Portfolios’ principal investment objectives and strategies will be substantially similar to those of the corresponding Madison Target Retirement Fund. Goldman Sachs Asset Management, L.P. will serve as the investment adviser of the GS Target Date Portfolios, and Madison Asset Management, LLC, the Madison Target Retirement Funds’ current adviser, will serve as the subadviser of the GS Target Date Portfolios. The Madison Target Retirement Funds’ current portfolio managers are expected to manage the GS Target Date Portfolios.

Other than the event noted above, no other events have taken place that meet the definition of subsequent event that require adjustment to, or disclosure in the financial statements.


14

Ultra Series Fund | June 30, 2016

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.

Actual Expenses

	CLASS I
	Beginning		Ending		Annual		Expenses Paid
Fund	Account Value		Account Value		Expense Ratio¹		During Period¹
Ultra Series Target Retirement 2020 Fund		$1,000		$1,014.70		0.31%		$1.55
Ultra Series Target Retirement 2030 Fund		1,000		1,007.90		0.31%		1.55
Ultra Series Target Retirement 2040 Fund		1,000		1,005.10		0.31%		1.55
Ultra Series Target Retirement 2050 Fund		1,000		1,002.90		0.31%		1.54

¹Amounts include expenses of the underlying Master Fund, and 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

	CLASS I
	Beginning		Ending		Annual		Expenses Paid
Fund	Account Value		Account Value		Expense Ratio¹		During Period¹
Ultra Series Target Retirement 2020 Fund		$1,000		$1,023.32		0.31%		$1.56
Ultra Series Target Retirement 2030 Fund		1,000		1,023.32		0.31%		1.56
Ultra Series Target Retirement 2040 Fund		1,000		1,023.32		0.31%		1.56
Ultra Series Target Retirement 2050 Fund		1,000		1,023.32		0.31%		1.56

Please note that the expenses shown in the tables are meant to highlight your ongoing costs only and do not reflect any separate account fees, charges, or expenses imposed by the group variable annuity 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

PROXY VOTING POLICIES, PROCEDURES AND RECORDS

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 Economic Overview and Market Outlook 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.


	15

Ultra Series Fund | Other Information - continued | June 30, 2016

APPENDIX A: MADISON FUNDS: MADISON TARGET DATE FUNDS PORTFOLIOS OF INVESTMENTS - Master Funds (unaudited) - June 30, 2016

Madison Funds: Madison Target Retirement 2020 Fund Portfolio of Investments¹

	Shares	Value (Note 2)
INVESTMENT COMPANIES - 103.8%

Bond Funds - 56.6%
iShares 0-5 Year High Yield Corporate Bond ETF	24,204	$	1,121,613
iShares 20+ Year Treasury Bond ETF	29,962		4,161,722
iShares 3-7 Year Treasury Bond ETF	109,518		13,947,117
iShares 7-10 Year Treasury Bond ETF	4,935		557,507
iShares TIPS Bond Fund ETF	66,967		7,813,040
PowerShares Senior Loan Portfolio	146,328		3,361,154
Vanguard Intermediate-Term Corporate Bond ETF	9,385		839,113

			31,801,266
Foreign Stock Funds - 9.1%
iShares Edge MSCI Minimum Volatility EAFE ETF	33,945		2,253,609
iShares MSCI Canada ETF	11,456		280,787
iShares MSCI United Kingdom ETF	18,571		285,436
Vanguard FTSE All-World ex-U.S. ETF	19,783		847,702
WisdomTree Europe Hedged Equity Fund	16,933		855,624
WisdomTree Japan Hedged Equity Fund	14,375		557,462

			5,080,620
Money Market Funds - 8.3%
State Street Institutional U.S. Government Money Market Fund, 0.25%, Premier Class	4,668,106		4,668,106


Stock Funds - 29.8%
Energy Select Sector SPDR Fund	8,204		559,841
Guggenheim S&P 500 Equal Weight ETF	3,533		283,877
Industrial Select Sector SPDR Fund	5,086		284,613
iShares Core S&P 500 ETF	21,756		4,583,989
iShares Core S&P Mid-Cap ETF	9,548		1,426,376
PowerShares Buyback Achievers Portfolio ETF	25,198		1,138,950
Schwab Fundamental U.S. Large Company Index Fund Institutional Shares	19,363		290,639
Schwab U.S. Dividend Equity ETF	20,573		852,545
SPDR S&P 500 ETF Trust	15,989		3,350,176
SPDR S&P Homebuilders ETF	8,445		283,245
SPDR S&P Regional Banking ETF	14,937		572,834
VanEck Vectors Agribusiness ETF	11,740		563,637
VanEck Vectors Gold Miners ETF	40,551		1,123,263
Vanguard Health Care ETF	2,162		282,119
Vanguard Information Technology ETF	10,559		1,130,763

			16,726,867

TOTAL INVESTMENTS - 103.8% (Cost $54,264,962**)			58,276,859
NET OTHER ASSETS AND LIABILITIES - (3.8%)			(2,116,763	)

TOTAL NET ASSETS - 100.0%		$	56,160,096

1		Calculated on a cash basis.
**		Aggregate cost for Federal tax purposes was $54,264,962.
ETF		Exchange Traded Fund.

Madison Funds: Madison Target Retirement 2030 Fund Portfolio of Investments¹

	Shares	Value (Note 2)
INVESTMENT COMPANIES - 103.8%

Bond Funds - 32.6%
iShares 20+ Year Treasury Bond ETF	39,154	$	5,438,491
iShares 3-7 Year Treasury Bond ETF	61,337		7,811,267
iShares 7-10 Year Treasury Bond ETF	6,909		780,510
iShares TIPS Bond Fund ETF	66,975		7,813,973
PowerShares Senior Loan Portfolio	136,330		3,131,500
Vanguard Intermediate-Term Corporate Bond ETF	8,761		783,322

			25,759,063
Foreign Stock Funds - 14.5%
iShares Edge MSCI Minimum Volatility EAFE ETF	83,175		5,521,988
iShares MSCI Canada ETF	32,110		787,016
iShares MSCI United Kingdom ETF	52,006		799,332
Vanguard FTSE All-World ex-U.S. ETF	36,933		1,582,579
WisdomTree Europe Hedged Equity Fund	31,612		1,597,355
WisdomTree Japan Hedged Equity Fund	30,095		1,167,084

			11,455,354
Money Market Funds - 8.4%
State Street Institutional U.S. Government Money Market Fund, 0.25%, Premier Class	6,593,995		6,593,995


Stock Funds - 48.3%
Energy Select Sector SPDR Fund	17,231		1,175,844
Guggenheim S&P 500 Equal Weight ETF	9,931		797,956
Industrial Select Sector SPDR Fund	14,285		799,389
iShares Core S&P 500 ETF	45,832		9,656,802
iShares Core S&P Mid-Cap ETF	21,413		3,198,888
PowerShares Buyback Achievers Portfolio ETF	52,922		2,392,074
Schwab Fundamental U.S. Large Company Index Fund Institutional Shares	53,592		804,409
Schwab U.S. Dividend Equity ETF	38,362		1,589,721
SPDR S&P 500 ETF Trust	44,789		9,384,639
SPDR S&P Homebuilders ETF	23,696		794,764
SPDR S&P Regional Banking ETF	31,371		1,203,078
VanEck Vectors Agribusiness ETF	32,833		1,576,312
VanEck Vectors Gold Miners ETF	56,779		1,572,778
Vanguard Health Care ETF	6,075		792,727
Vanguard Information Technology ETF	22,177		2,374,935

			38,114,316

TOTAL INVESTMENTS - 103.8% (Cost $74,251,204**)			81,922,728
NET OTHER ASSETS AND LIABILITIES - (3.8%)			(2,961,498	)

TOTAL NET ASSETS - 100.0%		$	78,961,230

1		Calculated on a cash basis.
**		Aggregate cost for Federal tax purposes was $74,251,204.
ETF		Exchange Traded Fund.


16

Ultra Series Fund | Other Information - continued | June 30, 2016

APPENDIX A: MADISON FUNDS: MADISON TARGET DATE FUNDS PORTFOLIOS OF INVESTMENTS - Master Funds (unaudited) - June 30, 2016 - continued

Madison Funds: Madison Target Retirement 2040 Fund Portfolio of Investments¹

	Shares	Value (Note 2)
INVESTMENT COMPANIES - 103.0%

Bond Funds - 22.7%
iShares 20+ Year Treasury Bond ETF	23,547	$	3,270,679
iShares 3-7 Year Treasury Bond ETF	19,863		2,529,553
iShares 7-10 Year Treasury Bond ETF	4,475		505,541
iShares TIPS Bond Fund ETF	34,702		4,048,682
PowerShares Senior Loan Portfolio	44,117		1,013,368
Vanguard Intermediate-Term Corporate Bond ETF	2,837		253,656

			11,621,479

Foreign Stock Funds - 16.9%
iShares Edge MSCI Minimum Volatility EAFE ETF	61,565		4,087,301
iShares MSCI Canada ETF	20,777		509,244
iShares MSCI United Kingdom ETF	33,682		517,692
Vanguard FTSE All-World ex-U.S. ETF	29,900		1,281,215
WisdomTree Europe Hedged Equity Fund	25,642		1,295,690
WisdomTree Japan Hedged Equity Fund	26,009		1,008,629

			8,699,771
Money Market Funds - 7.7%
State Street Institutional U.S. Government Money Market Fund, 0.25%, Premier Class	3,926,348		3,926,348


Stock Funds - 55.7%
Energy Select Sector SPDR Fund	14,880		1,015,411
Guggenheim S&P 500 Equal Weight ETF	9,611		772,244
Industrial Select Sector SPDR Fund	9,225		516,231
iShares Core S&P 500 ETF	24,610		5,185,327
iShares Core S&P Mid-Cap ETF	15,586		2,328,392
PowerShares Buyback Achievers Portfolio ETF	39,988		1,807,458
Schwab Fundamental U.S. Large Company Index Fund Institutional Shares	52,327		785,425
Schwab U.S. Dividend Equity ETF	37,312		1,546,209
SPDR S&P 500 ETF Trust	39,016		8,175,022
SPDR S&P Homebuilders ETF	15,317		513,732
SPDR S&P Regional Banking ETF	26,939		1,033,111
VanEck Vectors Agribusiness ETF	21,292		1,022,229
VanEck Vectors Gold Miners ETF	36,773		1,018,612
Vanguard Growth ETF	2,403		257,602
Vanguard Health Care ETF	3,922		511,782
Vanguard Information Technology ETF	19,151		2,050,880

			28,539,667

TOTAL INVESTMENTS - 103.0% (Cost $46,661,177)**			52,787,265
NET OTHER ASSETS AND LIABILITIES - (3.0%)			(1,561,265	)

TOTAL NET ASSETS - 100.0%		$	51,226,000

1		Calculated on a cash basis.
**		Aggregate cost for Federal tax purposes was $46,661,177.
ETF		Exchange Traded Fund.

Madison Funds: Madison Target Retirement 2050 Fund Portfolio of Investments¹

	Shares	Value (Note 2)
INVESTMENT COMPANIES - 100.2%

Bond Funds - 12.8%
iShares 20+ Year Treasury Bond ETF	10,285	$	1,428,586
iShares 7-10 Year Treasury Bond ETF	977		110,372
iShares TIPS Bond Fund ETF	11,367		1,326,188

			2,865,146
Foreign Stock Funds - 18.9%
iShares Edge MSCI Minimum Volatility EAFE ETF	30,250		2,008,298
iShares MSCI Canada ETF	9,110		223,286
iShares MSCI United Kingdom ETF	14,711		226,108
Vanguard FTSE All-World ex-U.S. ETF	15,671		671,502
WisdomTree Europe Hedged Equity Fund	13,412		677,708
WisdomTree Japan Hedged Equity Fund	11,415		442,674

			4,249,576
Money Market Funds - 4.9%
State Street Institutional U.S. Government Money Market Fund, 0.25%, Premier Class	1,088,425		1,088,425


Stock Funds - 63.6%
Energy Select Sector SPDR Fund	8,124		554,382
Guggenheim S&P 500 Equal Weight ETF	5,597		449,719
Industrial Select Sector SPDR Fund	4,029		225,463
iShares Core S&P 500 ETF	21,348		4,498,024
iShares Core S&P Mid-Cap ETF	7,563		1,129,837
PowerShares Buyback Achievers Portfolio ETF	19,960		902,192
Schwab Fundamental U.S. Large Company Index Fund Institutional Shares	30,411		456,470
Schwab U.S. Dividend Equity ETF	21,728		900,408
SPDR S&P 500 ETF Trust	8,525		1,786,243
SPDR S&P Homebuilders ETF	6,723		225,489
SPDR S&P Regional Banking ETF	14,587		559,411
VanEck Vectors Agribusiness ETF	9,315		447,213
VanEck Vectors Gold Miners ETF	16,061		444,890
Vanguard Growth ETF	3,129		335,429
Vanguard Health Care ETF	1,713		223,529
Vanguard Information Technology ETF	10,455		1,119,626

			14,258,325

TOTAL INVESTMENTS - 100.2% (Cost $20,528,264)**			22,461,472
NET OTHER ASSETS AND LIABILITIES - (0.2%)			(51,029	)

TOTAL NET ASSETS - 100.0%		$	22,410,443

1		Calculated on a cash basis.
**		Aggregate cost for Federal tax purposes was $20,528,264.
ETF		Exchange Traded Fund.


	17

Ultra Series Funds | Other Information (unaudited) - concluded | June 30, 2016

APPENDIX B: MADISON FUNDS: MADISON TARGET DATE FUNDS STATEMENTS OF ASSETS AND LIABILITIES (unaudited) - June 30,2016

	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	$	54,264,962	$	74,251,204	$	46,661,177	$	20,528,264
Net unrealized appreciation
Unaffiliated issuers		4,011,897		7,671,524		6,126,088		1,933,208

Total investments at value		58,276,859		81,922,728		52,787,265		22,461,472
Receivables:
Investments sold		2,164,985		3,220,708		2,364,280		815,155
Fund shares sold		1,090		–		1,624		1,536
Dividends and interest		43,004		112,302		78,892		36,724

Total assets		60,485,938		85,255,738		55,232,061		23,314,887

Liabilities:
Payables:
Investments purchased		4,312,157		6,275,333		3,993,599		898,990
Advisory agreement fees		11,404		15,979		10,385		4,545
Service agreement fees		2,281		3,196		2,077		909

Total liabilities		4,325,842		6,294,508		4,006,061		904,444

Net Assets	$	56,160,096	$	78,961,230	$	51,226,000		22,410,443


Net assets consist of:
Paid-in capital		51,216,800		70,253,239		44,436,540		20,199,778
Accumulated undistributed net investment income		414,442		685,421		471,039		221,118
Accumulated net realized gain on investments sold and foreign currency related transactions		516,957		351,046		192,333		56,339
Net unrealized appreciation of investments (including appreciation (depreciation) of foreign currency related transactions)		4,011,897		7,671,524		6,126,088		1,933,208

Net Assets	$	56,160,096	$	78,961,230	$	51,226,000	$	22,410,443


Class R6 Shares:
Net Assets	$	56,160,096	$	78,961,230	$	51,226,000	$	22,410,443
Shares of beneficial interest outstanding		5,696,040		8,186,750		5,418,908		2,327,207
Net Asset Value and redemption price per share	$	9.86	$	9.65	$	9.45	$	9.63

SEC File Number: 811-04815


18

	Semi-annual Report
	(unaudited)
	April 30, 2016



			Madison Conservative Allocation Fund
			Madison Moderate Allocation Fund
			Madison Aggressive Allocation

			Madison Government Money Market Fund

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

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

			Madison Diversified Income Fund
			Madison Covered Call & Equity Income Fund
			Madison Dividend Income Fund
			Madison Large Cap Value Fund
			Madison Investors Fund
			Madison 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, 2016. 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, 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 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

After a rocky start to calendar year 2016, stocks quickly recouped lost ground and finished the six months ended April 30, 2016 mostly with modest gains. The S&P 500 Index^® returned 0.43% over the last six months. Mid cap stocks, as measured by the Russell Mid Cap Index^®, returned 0.81%, and small caps fell 1.90% based on the Russell 2000 Index^®. Global equities, as measured by the MSCI EAFE Index, returned -3.07% as European economies continued to struggle with sub-par economic growth, a strong U.S. dollar, and stimulative monetary policy. Bonds were the lead performer in U.S. capital markets, with the Barclays Aggregate Index returning 2.82% for the period, and the Barclays Intermediate Government/Credit Index returning 2.12%. Lower long-term interest rates allowed bonds to fare favorably as the U.S. Federal Reserve paused after its initial increase in the federal funds rate pending further information on the health of the U.S. economy.

Growth in U.S. output continues to be sluggish, uneven and sub-par by historical standards, with first quarter 2016 real GDP growing 0.8% at an annualized rate. Inflation remains tame, helped overall by a significant pullback in energy prices during the period. Even without the volatile food and energy sectors included, inflation rates remain within a range that gives comfort, for now, to Fed policy makers. As a result, it seems unlikely that the Fed will raise rates in the near-term, preferring to continue its wait-and-see stance. One bright spot for the economy continues to be the labor market, with the unemployment rate continuing a gradual decline and labor costs beginning to show signs of advance. A higher rate of compensation growth would be a welcome development for U.S. workers, putting more discretionary income in their pockets and supporting a higher rate of consumption spending.

The wild card, as the year continues, will be developments on the political front. As we head in earnest into election season, it’s difficult to predict how political projections will affect the markets. Fortunately, the direct impact on the types of companies in which we invest should be minor, as they continue to produce solid results in a slowly expanding domestic economy. We will be carefully monitoring the political backdrop as the summer progresses for signs of impact on the markets and the companies we hold. We greatly value the confidence you place in us.

Best Regards,

Katherine L. Frank
President, Madison Funds

Not Part of the Semi-annual Report

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Madison Funds | April 30, 2016

Table of Contents

		Page

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

Portfolios of Investments
Madison Conservative Allocation Fund		13
Madison Moderate Allocation Fund		13
Madison Aggressive Allocation Fund		13
Madison Government Money Market Fund		14
Madison Tax-Free Virginia Fund		14
Madison Tax-Free National Fund		15
Madison High Quality Bond Fund		17
Madison Core Bond Fund		17
Madison Corporate Bond Fund		20
Madison High Income Fund		21
Madison Diversified Income Fund		22
Madison Covered Call & Equity Income Fund		24
Madison Dividend Income Fund		25
Madison Large Cap Value Fund		26
Madison Investors Fund		27
Madison Mid Cap Fund		27
Madison Small Cap Fund		28
Madison NorthRoad International Fund		29
Madison International Stock Fund		29
Madison Hansberger International Growth Fund		30
Madison Target Retirement 2020 Fund		31
Madison Target Retirement 2030 Fund		31
Madison Target Retirement 2040 Fund		32
Madison Target Retirement 2050 Fund		32

Financial Statements
Statements of Assets and Liabilities		33
Statements of Operations		36
Statements of Changes in Net Assets		39
Financial Highlights		45

Notes to Financial Statements		60

Other Information		70

Privacy Policy		73

	* 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.

Madison Funds | April 30, 2016

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) returned 1.40% for the period, underperforming the Conservative Allocation Fund Custom Index return of 1.83%. The Fund outperformed its peers as measured by the Morningstar Conservative Allocation Category, which advanced 0.99%. For more up-to-date information about the most recent performance information of the Fund, please visit www. madisonfunds.com.

PORTFOLIO ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 4/30/16

Alternative Funds	3.2	%
Bond Funds	61.9	%
Foreign Stock Funds	8.0	%
Money Market Funds	1.9	%
Stock Funds	25.0	%
Net Other Assets and Liabilities	–

TOP TEN HOLDINGS AS A PERCENTAGE OF NET ASSETS AS OF 4/30/16

Madison Core Bond Fund Class Y	21.3	%
Baird Aggregate Bond Fund Institutional Shares	7.4	%
iShares 3-7 Year Treasury Bond ETF	7.3	%
Madison Corporate Bond Fund Class Y	7.1	%
Metropolitan West Total Return Bond Fund Class I	5.0	%
Madison Dividend Income Fund Class Y	5.0	%
iShares 7-10 Year Treasury Bond ETF	5.0	%
Madison Investors Fund Class Y	4.6	%
iShares TIPS Bond Fund ETF	4.6	%
Vanguard Value ETF	4.1	%

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) returned 0.74% for the period, while its blended benchmark, the Moderate Allocation Fund Custom Index, returned 1.06%. The Fund outpaced its Morningstar peer group as the Moderate Allocation Category returned an average of -0.03%. For more up-to-date information about the most recent performance information of the Fund, please visit www.madisonfunds.com.

PORTFOLIO ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 4/30/16

Alternative Funds	3.2	%
Bond Funds	37.8	%
Foreign Stock Funds	13.9	%
Money Market Funds	1.8	%
Stock Funds	43.4	%
Net Other Assets and Liabilities	(0.1)	%

TOP TEN HOLDINGS AS A PERCENTAGE OF NET ASSETS AS OF 4/30/16

Madison Core Bond Fund Class Y	15.2	%
Madison Investors Fund Class Y	9.4	%
Madison Dividend Income Fund Class Y	7.5	%
iShares Intermediate Credit Bond ETF	5.5	%
iShares Core S&P Mid-Cap ETF	5.5	%
Vanguard Value ETF	5.1	%
iShares Core MSCI EAFE ETF	4.6	%
iShares 7-10 Year Treasury Bond ETF	4.5	%
Madison Large Cap Value Fund Class Y	4.0	%
iShares MSCI EAFE Minimum Volatility ETF	3.5	%

Madison Funds | Review of Period (unaudited) - continued | April 30, 2016

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 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:

•	0-10% 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) returned 0.25% for the period, trailing its blended benchmark, the Aggressive Allocation Fund Custom Index, which returned 0.40%. The Fund outperformed its Morningstar Aggressive Allocation Category peer group, which averaged a -0.63% return. For more up-to-date information about the most recent performance information of the Fund, please visit www.madisonfunds.com.

PORTFOLIO ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 4/30/16

Alternative Funds	3.1	%
Bond Funds	17.5	%
Foreign Stock Funds	19.8	%
Money Market Funds	2.0	%
Stock Funds	57.7	%
Net Other Assets and Liabilities	(0.1)	%

TOP TEN HOLDINGS AS A PERCENTAGE OF NET ASSETS AS OF 4/30/16

Madison Investors Fund Class Y	10.8	%
Madison Dividend Income Fund Class Y	9.0	%
iShares Core S&P Mid-Cap ETF	8.4	%
Madison Core Bond Fund Class Y	8.3	%
Schwab Fundamental U.S. Large Company Index Fund Institutional Shares	7.5	%
iShares Core MSCI EAFE ETF	6.7	%
Vanguard Value ETF	5.0	%
Madison Large Cap Value Fund Class Y	5.0	%
iShares MSCI EAFE Minimum Volatility ETF	4.9	%
Vanguard Information Technology ETF	3.6	%

MADISON GOVERNMENT MONEY MARKET FUND

INVESTMENT STRATEGY HIGHLIGHTS

The Madison Government Money Market Fund (formerly known as Madison Cash Reserves Fund (see Note 1)) 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 4/30/16

Fannie Mae	29.7	%
Federal Home Loan Bank	30.7	%
Freddie Mac	22.9	%
Money Market Funds	4.2	%
U.S. Treasury Notes	4.6	%
Net Other Assets and Liabilities	7.9	%

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 Madison Tax-Free Virginia Fund (Class Y) had a total return of 2.73% for the period. The Barclays Municipal Index was up 3.55%, while the Fund’s Morningstar peer group, the Municipal Single State Intermediate Category advanced 2.73%. For more up-to-date information about the most recent performance information of the Fund, please visit www.madisonfunds.com.

SECTOR ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 4/30/16

Airport	1.0	%
Development	7.3	%
Education	13.7	%
Facilities	7.4	%
General	12.4	%
General Obligation	21.0	%
Medical	7.4	%
Multifamily Housing	6.1	%
Power	4.3	%
Transportation	5.6	%
Utilities	1.5	%
Water	10.8	%
Net Other Assets and Liabilities	1.5	%

TOP TEN HOLDINGS AS A PERCENTAGE OF NET ASSETS AS OF 4/30/16

Northern Virginia Transportation Authority, 5.0%, 6/1/30	4.2	%
Fairfax County Redevelopment & Housing Authority, 4.75%, 10/1/36	3.5	%
City of Portsmouth VA, 5.0%, 2/1/31	3.3	%
Newport News Economic Development Authority, 5.0%, 7/1/25	3.3	%
Virginia Commonwealth Transportation Board, 5.0%, 3/15/25	2.9	%
Chesterfield County Economic Development Authority, 5.0%, 5/1/23	2.8	%
Commonwealth of Virginia, 5.0%, 6/1/23	2.8	%
Virginia College Building Authority, 5.0%, 2/1/23	2.7	%
Virginia Resources Authority, 5.0%, 10/1/23	2.5	%
Loudoun County Economic Development Authority Revenue, 3.0%, 12/1/29	2.4	%

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,

Madison Funds | Review of Period (unaudited) - continued | April 30, 2016

aggregate maturities (at the portfolio level) of 7 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 Madison Tax-Free National Fund (Class Y) had a total return of 3.51% for the period. The Barclays Municipal Index was up 3.55%, while the Fund’s Morningstar peer group, the Municipal National Long Category, advanced 3.65%. For more up-to-date information about the most recent performance information of the Fund, please visit www.madisonfunds.com.

STATE ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 4/30/16

Alabama	2.4	%
Arkansas	0.7	%
Colorado	1.8	%
Delaware	1.5	%
Florida	12.4	%
Georgia	4.8	%
Hawaii	2.0	%
Illinois	0.7	%
Indiana	3.5	%
Iowa	2.8	%
Kansas	3.3	%
Maryland	5.6	%
Michigan	3.4	%
Missouri	6.1	%
New Jersey	4.2	%
New Mexico	1.8	%
New York	3.3	%
North Carolina	5.2	%
Ohio	2.2	%
Pennsylvania	0.6	%
South Carolina	9.0	%
Tennessee	1.8	%
Texas	9.7	%
Virginia	2.2	%
Washington	3.0	%
Wisconsin	3.6	%
Net Other Assets and Liabilities	2.4	%

TOP TEN HOLDINGS AS A PERCENTAGE OF NET ASSETS AS OF 4/30/16

Anderson County School District No. 1, General Obligation, 5.0%, 3/1/25	3.3	%
Maple School District, General Obligation, 5.0%, 4/1/24	2.9	%
City of Rockville MD, General Obligation, 5.0%, 6/1/24	2.8	%
City of Port St. Lucie FL Utility System Revenue, 5.0%, 9/1/27	2.6	%
Montgomery County Revenue Authority, 5.0%, 5/1/31	2.5	%
City of Wichita KS, General Obligation, 5.0%, 12/1/24	2.3	%
Orlando Utilities Commission, 5.0%, 10/1/22	2.3	%
County of Miami-Dade FL, 5.0%, 3/1/25	2.3	%
Town of Cary NC Combined Utility Systems Revenue, 5.0%, 12/1/23	2.2	%
Cleveland-Cuyahoga County Port Authority, 5.0%, 7/1/24	2.2	%

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 1.33% for the period, trailing the Fund’s benchmark, the Barclays U.S. Intermediate Government Credit A+ Index, which advanced 1.97%. The Morningstar Short-Term Bond peer group gained 0.84% for the period. For more up-to-date information about the most recent performance information of the Fund, please visit www.madisonfunds.com.

SECTOR ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 4/30/16

Consumer Discretionary	6.5	%
Consumer Staples	1.5	%
Energy	1.4	%
Fannie Mae	13.8	%
Financials	12.6	%
Freddie Mac	6.2	%
Health Care	2.9	%
Industrials	3.4	%
Information Technology	9.5	%
Money Market Funds	2.1	%
U.S. Treasury Notes	39.4	%
Net Other Assets and Liabilities	0.7	%

TOP TEN HOLDINGS AS A PERCENTAGE OF NET ASSETS AS OF 4/30/16

Freddie Mac, 2.5%, 5/27/16	4.6	%
U.S. Treasury Note, 3.875%, 5/15/18	4.4	%
U.S. Treasury Note, 1.125%, 12/31/19	4.1	%
U.S. Treasury Note, 3.625%, 2/15/20	4.0	%
U.S. Treasury Note, 3.125%, 5/15/19	3.9	%
U.S. Treasury Note, 3.0%, 2/28/17	3.7	%
U.S. Treasury Note, 1.5%, 3/31/19	3.7	%
U.S. Treasury Note, 1.5%, 12/31/18	3.7	%
U.S. Treasury Note, 1.25%, 1/31/19	3.7	%
Fannie Mae, 1.25%, 1/30/17	3.7	%

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) returned 2.56% for the period, trailing the Fund’s benchmark, the Barclays U.S. Aggregate Bond Index, which advanced 2.82%, and the Bank of America Merrill Lynch U.S. Corporate Government and Mortgage Index, which advanced 2.85%. The Morningstar Intermediate-Term Bond peer group gained 2.33% for the period. For more up-to-date information about the most recent performance information of the Fund, please visit www.madisonfunds.com.

PORTFOLIO ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 4/30/16

Asset Backed Securities	3.3	%
Collateralized Mortgage Obligations	2.6	%
Commercial Mortgage-Backed Securities	2.3	%
Corporate Notes and Bonds	31.2	%
Long Term Municipal Bonds	10.7	%
Mortgage Backed Securities	22.7	%
Short-Term Investments	2.8	%
U.S. Government and Agency Obligations	23.6	%
Net Other Assets and Liabilities	0.8	%

TOP TEN HOLDINGS AS A PERCENTAGE OF NET ASSETS AS OF 4/30/16

U.S. Treasury Note, 3.125%, 5/15/21	1.8	%
U.S. Treasury Bond, 4.5%, 5/15/38	1.7	%
U.S. Treasury Note, 0.75%, 3/15/17	1.6	%
U.S. Treasury Note, 2.75%, 2/28/18	1.4	%
U.S. Treasury Note, 2.625%, 1/31/18	1.4	%
U.S. Treasury Note, 1.875%, 10/31/17	1.4	%
U.S. Treasury Note, 1.375%, 2/28/19	1.4	%
U.S. Treasury Bond, 6.625%, 2/15/27	1.3	%
U.S. Treasury Note, 3.875%, 5/15/18	1.3	%
U.S. Treasury Note, 4.25%, 11/15/17	1.2	%

Madison Funds | Review of Period (unaudited) - continued | April 30, 2016

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 3.70% for the period, while its benchmark, the Barclays U.S. Credit Bond Index, gained 4.15%. The Fund lagged its peer group, the Morningstar Corporate Bond category, which averaged a 3.81% gain. For more up-to-date information about the most recent performance information of the Fund, please visit www.madisonfunds.com.

SECTOR ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 4/30/16

Consumer Discretionary	14.4	%
Consumer Staples	6.5	%
Energy	11.9	%
Financials†	34.1	%
Health Care	5.5	%
Industrials	7.2	%
Information Technology	4.7	%
Long Term Municipal Bonds	4.7	%
Materials	3.3	%
Money Market Funds	1.7	%
Telecommunication Services	4.7	%
Net Other Assets and Liabilities	1.3	%

†Financials includes securities in the following industries: Banks; Diversified Financial Services; Insurance; Machinery-Construction & Mining; Mining and Real Estate.

TOP TEN HOLDINGS AS A PERCENTAGE OF NET ASSETS AS OF 4/30/16

Simon Property Group L.P., 4.125%, 12/1/21	1.9	%
Berkshire Hathaway Finance Corp., 5.4%, 5/15/18	1.8	%
General Electric Capital Corp., 6.75%, 3/15/32	1.8	%
Comcast Corp., 6.45%, 3/15/37	1.7	%
Valero Energy Corp., 6.625%, 6/15/37	1.7	%
AT&T Inc., 5.0%, 3/1/21	1.4	%
Wells Fargo & Co., 5.625%, 12/11/17	1.4	%
Affiliated Managers Group Inc., 4.25%, 2/15/24	1.3	%
Prudential Financial Inc., 3.5%, 5/15/24	1.3	%
Capital One Financial Corp., 2.45%, 4/24/19	1.3	%

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) returned 1.20% during the period, trailing the Bank of America Merrill Lynch U.S. High Yield Master II Constrained Index’s 2.27% return. The Fund outperformed its Morningstar High Yield Bond category peer group, which returned 0.70%. For more up-to-date information about the most recent performance information of the Fund, please visit www.madisonfunds.com.

SECTOR ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 4/30/16

Consumer Discretionary	22.5	%
Consumer Staples	2.0	%
Energy	6.1	%
Financials	7.4	%
Health Care	10.9	%
Industrials	12.6	%
Information Technology	10.3	%
Materials	4.6	%
Money Market Funds	7.9	%
Telecommunication Services	5.6	%
Utilities	9.6	%
Net Other Assets and Liabilities	0.5	%

TOP TEN HOLDINGS AS A PERCENTAGE OF NET ASSETS AS OF 4/30/16

Univision Communications Inc., 6.75%, 9/15/22	2.2	%
Outfront Media Capital LLC / Outfront Media Capital Corp., 5.625%, 2/15/24	2.2	%
Belden Inc., 5.5%, 9/1/22	2.2	%
CenturyLink Inc., 7.5%, 4/1/24	2.1	%
Sinclair Television Group Inc., 6.375%, 11/1/21	1.8	%
AmeriGas Finance LLC / AmeriGas Finance Corp., 7.0%, 5/20/22	1.8	%
Ardagh Packaging Finance PLC / Ardagh Holdings USA Inc., 9.125%, 10/15/20	1.8	%
Prospect Medical Holdings Inc., 8.375%, 5/1/19	1.8	%
Alliance Data Systems Corp., 6.375%, 4/1/20	1.8	%
Herts Corp.,The, 6.75%, 4/15/19	1.7	%

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) returned 3.02% for the period, outperforming its blended index (50% Bank of America Merrill Lynch U.S. Corporate, Government and Mortgage Index and 50% S&P 500^®) which returned 1.73%. The Fund’s designated Morningstar peer group, the Moderate Allocation category, averaged a -0.03% return for the period. For more up-to-date information about the most recent performance information of the Fund, please visit www.madisonfunds.com.

PORTFOLIO ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 4/30/16

Asset Backed Securities	1.3	%
Collateralized Mortgage Obligations	1.0	%
Commercial Mortgage-Backed Securities	1.1	%
Common Stocks	54.2	%
Corporate Notes and Bonds	14.8	%
Long Term Municipal Bonds	3.9	%
Mortgage Backed Securities	8.8	%
Short-Term Investments	4.4	%
U.S. Government and Agency Obligations	10.3	%
Net Other Assets and Liabilities	0.2	%

TOP TEN HOLDINGS AS A PERCENTAGE OF NET ASSETS AS OF 4/30/16

Johnson & Johnson	2.3	%
Travelers Cos. Inc./The	2.3	%
McDonald’s Corp.	2.0	%
Exxon Mobil Corp.	2.0	%
Pfizer Inc.	2.0	%
Microsoft Corp.	1.9	%
Verizon Communications Inc.	1.8	%
General Electric Co.	1.7	%
Wells Fargo & Co.	1.6	%
US Bancorp	1.5	%

Madison Funds | Review of Period (unaudited) - continued | April 30, 2016

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 1.94% for the period, outperforming its covered call benchmark, the CBOE S&P 500 BuyWrite Index (BXM), which returned -0.38%. The Fund outperformed the Morningstar Option Writing category’s return of -0.96%. For more up-to-date information about the most recent performance information of the Fund, please visit www.madisonfunds.com.

SECTOR ALLOCATION AS A PERCENTAGE OF TOTAL INVESTMENTS AS OF 4/30/16

Consumer Discretionary	10.4	%
Consumer Staples	4.6	%
Energy	8.9	%
Financials	8.8	%
Health Care	13.1	%
Industrials	6.5	%
Information Technology	14.4	%
Telecommunication Services	2.6	%
Exchange Traded Funds†	4.3	%
U.S. Government and Agency Obligations	5.3	%
Short-Term Investments	21.1	%

†Includes Put Options Purchased

TOP TEN EQUITY HOLDINGS AS A PERCENTAGE OF NET ASSETS AS OF 4/30/16

United Technologies Corp.	3.2	%
Apple Inc.	3.0	%
T-Mobile U.S. Inc.	2.7	%
CBS Corp., Class B	2.6	%
Cerner Corp.	2.5	%
Occidental Petroleum Corp.	2.5	%
Apache Corp.	2.4	%
Jacobs Engineering Group Inc.	2.4	%
T. Rowe Price Group Inc.	2.4	%
SPDR S&P 500 ETF Trust	2.3	%

MADISON DIVIDEND INCOME FUND

INVESTMENT STRATEGY HIGHLIGHTS

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

PERFORMANCE DISCUSSION

The Madison Dividend Income Fund (Class Y) returned 3.02% for the period, outperforming its benchmark, the S&P 500^® Index, which advanced 0.43%. This performance beat its peer group, as the Morningstar Large Value category was up 0.29%. For more up-to-date information about the most recent performance information of the Fund, please visit www.madisonfunds.com.

SECTOR ALLOCATION AS A PERCENTAGE OF TOTAL INVESTMENTS AS OF 4/30/16

Consumer Discretionary	8.8	%
Consumer Staples	12.5	%
Energy	7.9	%
Financials	14.4	%
Health Care	13.0	%
Industrials	16.5	%
Information Technology	12.6	%
Materials	1.9	%
Money Market Funds	4.8	%
Telecommunication Services	3.1	%
Utilities	4.3	%
Net Other Assets and Liabilities	0.2	%

TOP TEN HOLDINGS AS A PERCENTAGE OF NET ASSETS AS OF 4/30/16

Johnson & Johnson	4.1	%
Travelers Cos. Inc./The	3.9	%
Exxon Mobil Corp.	3.6	%
McDonald’s Corp.	3.5	%
Microsoft Corp.	3.4	%
Pfizer Inc.	3.3	%
Verizon Communications Inc.	3.1	%
General Electric Co.	3.0	%
Accenture PLC, Class A	2.6	%
Wells Fargo & Co.	2.6	%

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) returned 2.10% for the period, leading its benchmark, the Russell 1000^® Value Index, which was up 1.93%. The Fund also beat its Morningstar peer group, Large Cap Value category, which showed a 0.29% return. For more up-to-date information about the most recent performance information of the Fund, please visit www.madisonfunds.com.

SECTOR ALLOCATION AS A PERCENTAGE OF TOTAL INVESTMENTS AS OF 4/30/16

Consumer Discretionary	6.4	%
Consumer Staples	9.1	%
Energy	12.7	%
Financials†	27.3	%
Health Care	7.2	%
Industrials	16.0	%
Information Technology	8.0	%
Money Market Funds	8.7	%
Telecommunication Services	4.5	%
Utilities	1.5	%
Net Other Assets and Liabilities	(1.4)	%

†Financials includes securities in the following industries: Capital Markets; Commercial Banks; Diversified Financial Services Insurance; and Real Estate Investment Trusts (REITs).

Madison Funds | Review of Period (unaudited) - continued | April 30, 2016

TOP TEN HOLDINGS AS A PERCENTAGE OF NET ASSETS AS OF 4/30/16

Exxon Mobil Corp.	4.5	%
General Electric Co.	4.4	%
Republic Services Inc.	4.1	%
Microsoft Corp.	4.0	%
Jacobs Engineering Group Inc.	4.0	%
Occidental Petroleum Corp.	3.8	%
Markel Corp.	3.7	%
Wells Fargo & Co.	3.6	%
American International Group Inc.	3.5	%
JM Smucker Co./The	3.5	%

MADISON INVESTORS FUND

INVESTMENT STRATEGY HIGHLIGHTS

The Madison Investors Fund invests primarily in the common stocks of established, high-quality growth companies. The Fund typically owns 25-40 securities which are selected using our long-held investment discipline of seeking high 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 3.81% for the period, outperforming its benchmark, the S&P 500^® Index, which advanced 0.43%. This performance outpaced its peer group, as the Morningstar Large Growth category returned -3.70%. For more up-to-date information about the most recent performance information of the Fund, please visit www.madisonfunds.com.

SECTOR ALLOCATION AS A PERCENTAGE OF TOTAL INVESTMENTS AS OF 4/30/16

Consumer Discretionary	15.0	%
Consumer Staples	14.1	%
Energy	1.3	%
Financials	19.7	%
Health Care	8.2	%
Industrials	14.3	%
Information Technology	17.0	%
Materials	3.7	%
Money Market Funds	6.5	%
Net Other Assets and Liabilities	0.2	%

TOP TEN HOLDINGS AS A PERCENTAGE OF NET ASSETS AS OF 4/30/16

Berkshire Hathaway Inc., Class B	4.9	%
Discovery Communications Inc., Class C	4.8	%
Johnson & Johnson	4.7	%
Diageo PLC, ADR	4.7	%
US Bancorp	4.2	%
Jacobs Engineering Group Inc.	3.9	%
Oracle Corp.	3.9	%
Brookfield Asset Management Inc., Class A	3.8	%
JM Smucker Co./The	3.8	%
Danaher Corp.	3.8	%

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 2.31% for the period, outperforming its benchmark Russell Midcap^® Index’s 0.81% return. The Fund outpaced its peer group, the Morningstar Mid-Cap Growth category, whose average return was -2.98%. For more up-to-date information about the most recent performance information of the Fund, please visit www.madisonfunds.com.

SECTOR ALLOCATION AS A PERCENTAGE OF TOTAL INVESTMENTS AS OF 4/30/16

Consumer Discretionary†	28.1	%
Consumer Staples	2.9	%
Energy	3.3	%
Financials±	26.3	%
Health Care	7.5	%
Industrials	12.7	%
Information Technology	4.8	%
Materials	3.2	%
Money Market Funds	8.6	%
Net Other Assets and Liabilities	2.6	%

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

TOP TEN HOLDINGS AS A PERCENTAGE OF NET ASSETS AS OF 4/30/16

Ross Stores Inc.	5.5	%
Brown & Brown Inc.	5.1	%
Markel Corp.	4.7	%
Sally Beauty Holdings Inc.	4.7	%
Copart Inc.	4.3	%
Brookfield Asset Management Inc., Class A	4.0	%
Expeditors International of Washington Inc.	3.6	%
Liberty Broadband Corp., Class C	3.5	%
CarMax Inc.	3.3	%
Omnicom Group Inc.	3.3	%

MADISON SMALL CAP FUND

INVESTMENT STRATEGY HIGHLIGHTS

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

Madison Funds | Review of Period (unaudited) - continued | April 30, 2016

PERFORMANCE DISCUSSION

The Madison Small Cap Fund (Class Y) returned 3.12% for the period, outperforming both the Russell 2000^® Index’s -1.90% and the Russell 2000^® Value Index’s 1.18% return. The Fund also outperformed its peer group average, as the Morningstar Small Blend category averaged a return of -1.18%. For more up-to-date information about the most recent performance information of the Fund, please visit www. madisonfunds.com.

SECTOR ALLOCATION AS A PERCENTAGE OF TOTAL INVESTMENTS AS OF 4/30/16

Consumer Discretionary	6.2	%
Consumer Staples	4.6	%
Energy	5.6	%
Financials	22.4	%
Health Care	7.3	%
Industrials†	33.0	%
Information Technology	8.8	%
Materials	4.6	%
Money Market Funds	4.3	%
Utilities	3.2	%
Net Other Assets and Liabilities		–

†Industrials includes securities in the following industries: Aerospace Defense; Commercial Services & Supplies; Construction & Engineering; Electrical Equipment; Machinery and Professional Services.

TOP TEN HOLDINGS AS A PERCENTAGE OF NET ASSETS AS OF 4/30/16

Mueller Industries Inc.	2.7	%
Webster Financial Corp.	2.5	%
Belden Inc.	2.5	%
G&K Services Inc., Class A	2.4	%
Albany International Corp., Class A	2.1	%
International Bancshares Corp.	2.1	%
Sensient Technologies Corp.	2.0	%
First Midwest Bancorp Inc.	1.9	%
FTI Consulting Inc.	1.9	%
Cubic Corp.	1.8	%

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 Stock Fund (Class Y) returned -4.87% for the period, trailing the -3.07% return of the MSCI EAFE Index (net). The Fund also trailed its peer group, with the Morningstar Foreign Large Blend category averaging a -3.06% return. For more up-to-date information about the most recent performance information of the Fund, please visit www.madisonfunds.com.

GEOGRAPHICAL ALLOCATION AS A PERCENTAGE OF TOTAL INVESTMENTS AS OF 4/30/16

United Kingdom	25.5	%
France	15.1	%
Switzerland	14.6	%
Japan	9.2	%
Netherlands	9.2	%
Ireland	4.1	%
Denmark	3.9	%
Germany	3.1	%
United States	3.0	%
South Korea	2.5	%
Sweden	2.2	%
Brazil	2.0	%
Australia	1.8	%
Israel	1.8	%
Singapore	1.6	%
Net Other Assets and Liabilities	0.4	%

TOP TEN HOLDINGS AS A PERCENTAGE OF NET ASSETS AS OF 4/30/16

Diageo PLC	3.6	%
Novartis AG	3.5	%
SAP SE	3.1	%
Total S.A.	3.1	%
Secom Co. Ltd.	3.0	%
LVMH Moet Hennessy Louis Vuitton SE	2.9	%
Sensata Technologies Holding N.V.	2.7	%
TE Connectivity Ltd.	2.6	%
WPP PLC	2.6	%
Nestle S.A.	2.6	%

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) returned -2.33% for the period, outperforming the -3.07% return of the MSCI EAFE Index (net). The Fund outperformed its peer group, with the Morningstar Foreign Large Blend Category averaging a -3.06% return. For more up-to-date information about the most recent performance information of the Fund, please visit www.madisonfunds.com.

GEOGRAPHICAL ALLOCATION AS A PERCENTAGE OF TOTAL INVESTMENTS AS OF 4/30/16

United Kingdom	22.9	%
Japan	19.4	%
France	8.0	%
Switzerland	6.5	%
United States	5.2	%
Ireland	4.7	%
Belgium	4.0	%
Sweden	3.5	%
Netherlands	2.8	%
Germany	2.5	%
Canada	2.3	%
Israel	2.2	%
Taiwan	1.8	%
Finland	1.7	%
Italy	1.7	%
Australia	1.6	%
Norway	1.5	%
Brazil	1.3	%
Turkey	1.3	%
Denmark	1.2	%
Spain	1.1	%
Luxembourg	0.7	%
Philippines	0.7	%
Thailand	0.6	%
Austria	0.3	%
Net Other Assets and Liabilities	0.5	%

TOP TEN HOLDINGS AS A PERCENTAGE OF NET ASSETS AS OF 4/30/16

Novartis AG		3.8
Anheuser-Busch InBev N.V.		3.1
British American Tobacco PLC		2.9
Shire PLC		2.8
Daiwa House Industry Co. Ltd.		2.7
Bayer AG		2.5
Prudential PLC		2.4
KDDI Corp.		2.4
Teva Pharmaceutical Industries Ltd.		2.2
Royal Dutch Shell PLC		2.2

Madison Funds | Review of Period (unaudited) - continued | April 30, 2016

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 Growth Fund (Class I) returned -5.80% for the period, underperforming its benchmark, the MSCI ACWI ex USA (net) Index which returned -1.75%. The Fund underperformed its peer group, with the Morningstar Foreign Large Growth Category averaging a -2.85% return. For more up-to-date information about the most recent performance information of the Fund, please visit www.madisonfunds.com.

GEOGRAPHICAL ALLOCATION AS A PERCENTAGE OF TOTAL INVESTMENTS AS OF 4/30/16

Japan	14.9	%
United Kingdom	12.4	%
China	11.1	%
France	9.4	%
Germany	8.2	%
Switzerland	7.8	%
Canada	6.6	%
Netherlands	4.9	%
India	4.4	%
Mexico	3.6	%
South Korea	2.8	%
Ireland	2.7	%
Hong Kong	2.5	%
Norway	1.4	%
Singapore	1.4	%
Sweden	1.4	%
Spain	1.3	%
Denmark	1.1	%
Indonesia	1.0	%
United States	0.7	%
Net Other Assets and Liabilities	0.4	%

TOP TEN HOLDINGS AS A PERCENTAGE OF NET ASSETS AS OF 4/30/16

Tencent Holdings Ltd.	3.2	%
CyberAgent Inc.	2.9	%
Alibaba Group Holding Ltd.	2.9	%
Nidec Corp.	2.7	%
Keyence Corp.	2.6	%
NXP Semiconductors N.V.	2.6	%
Carnival PLC	2.5	%
AIA Group Ltd.	2.5	%
Iliad S.A.	2.4	%
Zodiac Aerospace	2.4	%

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 10-30% in stock funds and 70-90% 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 1.47% for the period, outperforming the S&P Target Date^® To 2020 Index return of 0.99%. The Fund also outperformed its peers as measured by the Morningstar Target Date 2016-2020 category, which advanced 0.64% for the period. For more up-to-date information about the most recent performance information of the Fund, please visit www.madisonfunds.com.

PORTFOLIO ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 4/30/16

Alternative Funds	3.5	%
Bond Funds	59.4	%
Foreign Stock Funds	6.5	%
Money Market Funds	3.1	%
Stock Funds	26.6	%
Net Other Assets and Liabilities	0.9	%

TOP TEN HOLDINGS AS A PERCENTAGE OF NET ASSETS AS OF 4/30/16

iShares 3-7 Year Treasury Bond ETF	31.5	%
SPDR S&P 500 ETF Trust	15.0	%
iShares TIPS Bond Fund ETF	12.5	%
iShares 20+ Year Treasury Bond ETF	5.0	%
PowerShares Senior Loan Portfolio	4.0	%
SPDR Gold Shares	3.5	%
PowerShares Buyback Achievers Portfolio ETF	3.0	%
Vanguard Intermediate-Term Corporate Bond ETF	2.5	%
Vanguard Information Technology ETF	2.0	%
WisdomTree Europe Hedged Equity Fund	2.0	%

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 10-30% in stock funds and 70-90% 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 0.79% for the period, compared to the S&P Target Date^® To 2030 Index return of 0.63%. The Fund also outperformed its peers as measured by the Morningstar Target Date 2026-2030 category, which returned -0.05% for the period. For more up-to-date information about the most recent performance information of the Fund, please visit www.madisonfunds.com.

Madison Funds | Review of Period (unaudited) - concluded | April 30, 2016

PORTFOLIO ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 4/30/16

Alternative Funds	4.0	%
Bond Funds	33.9	%
Foreign Stock Funds	11.5	%
Money Market Funds	3.0	%
Stock Funds	46.6	%
Net Other Assets and Liabilities	1.0	%

TOP TEN HOLDINGS AS A PERCENTAGE OF NET ASSETS AS OF 4/30/16

SPDR S&P 500 ETF Trust	26.1	%
iShares 3-7 Year Treasury Bond ETF	14.0	%
iShares TIPS Bond Fund ETF	11.0	%
iShares 20+ Year Treasury Bond ETF	5.0	%
PowerShares Buyback Achievers Portfolio ETF	4.0	%
SPDR Gold Shares	4.0	%
iShares Core S&P Mid-Cap ETF	3.0	%
Vanguard Information Technology ETF	3.0	%
iShares MSCI EAFE Minimum Volatility ETF	3.0	%
Vanguard FTSE All-World ex-U.S. ETF	2.5	%

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 10-30% in stock funds and 70-90% 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 0.51% for the period, compared to the S&P Target Date^® To 2040 Index return of 0.26%. The Fund outperformed its peers as measured by the Morningstar Target Date 2036-2040 category, which returned -0.57% for the period. For more up-to-date information about the most recent performance information of the Fund, please visit www.madisonfunds.com.

PORTFOLIO ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 4/30/16

Alternative Funds	4.0	%
Bond Funds	23.9	%
Foreign Stock Funds	13.5	%
Money Market Funds	3.2	%
Stock Funds	54.6	%
Net Other Assets and Liabilities	0.8	%

TOP TEN HOLDINGS AS A PERCENTAGE OF NET ASSETS AS OF 4/30/16

SPDR S&P 500 ETF Trust	28.0	%
iShares TIPS Bond Fund ETF	9.5	%
iShares 3-7 Year Treasury Bond ETF	7.0	%
PowerShares Buyback Achievers Portfolio ETF	5.0	%
iShares 20+ Year Treasury Bond ETF	5.0	%
iShares MSCI EAFE Minimum Volatility ETF	4.5	%
Vanguard Information Technology ETF	4.0	%
SPDR Gold Shares	4.0	%
iShares Core S&P Mid-Cap ETF	3.5	%
Schwab U.S. Dividend Equity 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 10-30% in stock funds and 70-90% 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 0.29% for the period, compared the S&P Target Date^® To 2050 Index return of -0.01%. The Fund outperformed its peers as measured by the Morningstar Target Date 2046-2050 category, which returned -0.66% for the period. For more up-to-date information about the most recent performance information of the Fund, please visit www.madisonfunds.com.

PORTFOLIO ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 4/30/16

Alternative Funds	4.0	%
Bond Funds	14.0	%
Foreign Stock Funds	15.5	%
Money Market Funds	3.2	%
Stock Funds	62.6	%
Net Other Assets and Liabilities	0.7	%

TOP TEN HOLDINGS AS A PERCENTAGE OF NET ASSETS AS OF 4/30/16

SPDR S&P 500 ETF Trust	30.0	%
iShares TIPS Bond Fund ETF	8.0	%
PowerShares Buyback Achievers Portfolio ETF	6.0	%
iShares MSCI EAFE Minimum Volatility ETF	6.0	%
Vanguard Information Technology ETF	5.0	%
iShares 20+ Year Treasury Bond ETF	5.0	%
iShares Core S&P Mid-Cap ETF	4.0	%
Schwab U.S. Dividend Equity ETF	4.0	%
SPDR Gold Shares	4.0	%
Vanguard FTSE All-World ex-U.S. ETF	3.5	%

Madison Funds | April 30, 2016

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, 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.

Target Date Fund Indexes
The S&P Target Date^® To Index Series

•		The S&P Target Date^® To 2020 is a benchmark for multi-class asset portfolios that corresponds to the target retirement date 2020.
•		The S&P Target Date^® To 2030 is a benchmark for multi-class asset portfolios that corresponds to the target retirement date 2030.
•		The S&P Target Date^® To 2040 is a benchmark for multi-class asset portfolios that corresponds to the target retirement date 2040.
•		The S&P Target Date^® To 2050 is a benchmark for multi-class asset portfolios that corresponds to the target retirement date 2050.

Hybrid Fund Indexes*

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

Market Indexes

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

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

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

The Barclays U.S. 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.

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.

Madison Funds | Notes to Review of Period (unaudited) - concluded | April 30, 2016

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).

© 2016 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.

Madison Funds | April 30, 2016

Madison Conservative Allocation Fund Portfolio of Investments (unaudited)

	Shares	Value (Note 2)

INVESTMENT COMPANIES - 100.0%
Alternative Funds - 3.2%
SPDR Gold Shares*	18,743	$	2,317,573


Bond Funds - 61.9%
Baird Aggregate Bond Fund Institutional
Shares	496,325		5,414,901
iShares 3-7 Year Treasury Bond ETF	42,171		5,297,943
iShares 7-10 Year Treasury Bond ETF	33,042		3,634,620
iShares Intermediate Credit Bond ETF	14,980		1,650,047
iShares TIPS Bond Fund ETF	28,849		3,314,173
Madison Core Bond Fund Class Y (A)	1,527,924		15,462,595
Madison Corporate Bond Fund Class Y (A)	446,801		5,160,547
Metropolitan West Total Return Bond Fund Class I	335,522		3,643,768
SPDR Barclays Short-Term High Yield Bond ETF	55,714		1,481,992

			45,060,586
Foreign Stock Funds - 8.0%
iShares Core MSCI EAFE ETF	34,273		1,857,597
iShares MSCI EAFE Minimum Volatility ETF	21,492		1,444,692
Madison NorthRoad International Fund Class Y (A)	117,514		1,151,638
SPDR S&P Emerging Asia Pacific ETF	8,349		610,562
WisdomTree Europe Hedged Equity Fund	13,921		728,764

			5,793,253
Money Market Funds - 1.9%
State Street Institutional U.S. Government
Money Market Fund, 0.23%, Premier Class	1,413,615		1,413,615


Stock Funds - 25.0%
Energy Select Sector SPDR Fund	3,261		220,150
iShares Russell Mid-Cap ETF	15,356		2,527,290
Madison Dividend Income Fund Class Y (A)	166,112		3,637,848
Madison Investors Fund Class Y (A)	174,675		3,334,544
Madison Large Cap Value Fund Class Y (A)	24,019		353,807
Madison Mid Cap Fund Class Y (A)	128,011		1,093,215
Schwab Fundamental U.S. Large Company Index Fund Institutional Shares	120,118		1,768,132
VanEck Vectors Agribusiness ETF	12,846		625,729
Vanguard Growth ETF	5,327		562,584
Vanguard Information Technology ETF	10,002		1,044,309
Vanguard Value ETF	36,036		3,014,051

			18,181,659

TOTAL INVESTMENTS - 100.0%
(Cost $71,891,110**)			72,766,686

NET OTHER ASSETS AND LIABILITIES - 0.0%			(20,872	)

TOTAL NET ASSETS - 100.0%		$	72,745,814

*		Non-income producing.
**		Aggregate cost for Federal tax purposes was $72,070,175.
(A)		Affiliated Company (see Note 12).
ETF		Exchange Traded Fund.

Madison Moderate Allocation Fund Portfolio of Investments (unaudited)

	Shares	Value (Note 2)

INVESTMENT COMPANIES - 100.1%

Alternative Funds - 3.2%
SPDR Gold Shares*	36,395	$	4,500,242


Bond Funds - 37.8%
Baird Aggregate Bond Fund Institutional
Shares	435,466		4,750,931
iShares 3-7 Year Treasury Bond ETF	35,946		4,515,896
iShares 7-10 Year Treasury Bond ETF	57,942		6,373,620
iShares Intermediate Credit Bond ETF	71,503		7,876,055
iShares TIPS Bond Fund ETF	37,702		4,331,206
Madison Core Bond Fund Class Y (A)	2,147,334		21,731,019
Metropolitan West Total Return Bond Fund Class I	334,449		3,632,115
SPDR Barclays Short-Term High Yield Bond ETF	26,892		715,327

			53,926,169
Foreign Stock Funds - 13.9%
iShares Core MSCI EAFE ETF	120,955		6,555,761
iShares MSCI EAFE Minimum Volatility ETF	74,059		4,978,246
Madison NorthRoad International Fund Class Y (A)	341,393		3,345,648
SPDR S&P Emerging Asia Pacific ETF	27,527		2,013,050
WisdomTree Europe Hedged Equity Fund	54,593		2,857,944

			19,750,649
Money Market Funds - 1.8%
State Street Institutional U.S. Government
Money Market Fund, 0.23%, Premier Class	2,550,440		2,550,440


Stock Funds - 43.4%
Energy Select Sector SPDR Fund	18,449		1,245,492
iShares Core S&P Mid-Cap ETF	53,300		7,772,739
Madison Dividend Income Fund Class Y (A)	488,689		10,702,291
Madison Investors Fund Class Y (A)	705,317		13,464,496
Madison Large Cap Value Fund Class Y (A)	388,180		5,717,898
Madison Mid Cap Fund Class Y (A)	340,479		2,907,692
Schwab Fundamental U.S. Large Company Index Fund Institutional Shares	316,837		4,663,838
VanEck Vectors Agribusiness ETF	39,793		1,938,317
Vanguard Growth ETF	23,461		2,477,716
Vanguard Information Technology ETF	36,085		3,767,635
Vanguard Value ETF	87,137		7,288,139

			61,946,253

TOTAL INVESTMENTS - 100.1%
(Cost $138,151,383**)			142,673,753

NET OTHER ASSETS AND LIABILITIES - (0.1%)			(97,430	)

TOTAL NET ASSETS - 100.0%		$	142,576,323

*		Non-income producing.
**		Aggregate cost for Federal tax purposes was $138,737,398.
(A)		Affiliated Company (see Note 12).
ETF		Exchange Traded Fund.

Madison Aggressive Allocation Fund Portfolio of Investments (unaudited)

	Shares	Value (Note 2)

INVESTMENT COMPANIES - 100.1%

Alternative Funds - 3.1%
SPDR Gold Shares*	15,562	$	1,924,241

Bond Funds - 17.5%
iShares 3-7 Year Treasury Bond ETF	10,810		1,358,060
iShares 7-10 Year Treasury Bond ETF	18,971		2,086,810
iShares Intermediate Credit Bond ETF	14,683		1,617,333
Madison Core Bond Fund Class Y (A)	499,599		5,055,943
Metropolitan West Total Return Bond Fund Class I	57,053		619,601

			10,737,747
Foreign Stock Funds - 19.8%
iShares Core MSCI EAFE ETF	75,849		4,111,016
iShares MSCI EAFE Minimum Volatility ETF	45,111		3,032,361
Madison NorthRoad International Fund Class Y (A)	195,535		1,916,245
SPDR S&P Emerging Asia Pacific ETF	20,990		1,534,999
WisdomTree Europe Hedged Equity Fund	29,335		1,535,687

			12,130,308
Money Market Funds - 2.0%
State Street Institutional U.S. Government
Money Market Fund, 0.23%, Premier Class	1,200,365		1,200,365


Stock Funds - 57.7%
Energy Select Sector SPDR Fund	10,368		699,944
iShares Core S&P Mid-Cap ETF	35,139		5,124,320
Madison Dividend Income Fund Class Y (A)	251,245		5,502,257
Madison Investors Fund Class Y (A)	347,381		6,631,500
Madison Large Cap Value Fund Class Y (A)	209,406		3,084,547
Madison Mid Cap Fund Class Y (A)	252,207		2,153,846
Schwab Fundamental U.S. Large Company Index Fund Institutional Shares	312,458		4,599,388
VanEck Vectors Agribusiness ETF	21,837		1,063,680
Vanguard Growth ETF	10,976		1,159,175
Vanguard Information Technology ETF	21,241		2,217,773
Vanguard Value ETF	36,910		3,087,152

			35,323,582

TOTAL INVESTMENTS - 100.1%
(Cost $58,851,183**)			61,316,243

NET OTHER ASSETS AND LIABILITIES - (0.1%)			(44,142	)

TOTAL NET ASSETS - 100.0%		$	61,272,101

*		Non-income producing.
**		Aggregate cost for Federal tax purposes was $59,235,087.
(A)		Affiliated Company (see Note 12).
ETF		Exchange Traded Fund.

See accompanying Notes to Financial Statements.

Madison Funds | April 30, 2016

Madison Government Money Market Fund (formerly Madison Cash Reserves Fund)
Portfolio of Investments (unaudited)

		Par Value	Value (Note 2)

U.S. GOVERNMENT AND AGENCY
OBLIGATIONS - 87.9%

Fannie Mae - 29.7%
0.233%, 5/2/16 (A)	$	1,065,000	$	1,064,993
0.335%, 5/9/16 (A)		700,000		699,949
0.335%, 5/18/16 (A)		650,000		649,899
0.254%, 5/31/16 (A)		250,000		249,948
0.350%, 6/1/16 (A)		400,000		399,881
0.233%, 6/22/16 (A)		900,000		899,701
0.305%, 7/6/16 (A)		1,550,000		1,549,146
0.625%, 8/26/16		250,000		250,165

				5,763,682
Federal Home Loan Bank - 30.7%
0.340%, 5/4/16 (A)		500,000		499,986
0.335%, 5/17/16 (A)		500,000		499,927
0.274%, 5/25/16 (A)		700,000		699,874
0.279%, 6/1/16 (A)		1,100,000		1,099,740
0.289%, 6/16/16 (A)		750,000		749,727
0.314%, 6/17/16 (A)		500,000		499,798
0.289%, 6/20/16 (A)		300,000		299,881
0.304%, 6/24/16 (A)		200,000		199,910
0.325%, 6/30/16 (A)		800,000		799,573
0.340%, 7/13/16 (A)		600,000		599,592

				5,948,008
Freddie Mac - 22.9%
0.366%, 5/10/16 (A)		1,600,000		1,599,877
0.500%, 5/13/16		735,000		735,013
2.500%, 5/27/16		1,008,000		1,009,534
0.365%, 6/9/16 (A)		1,100,000		1,099,571

				4,443,995
U.S. Treasury Notes - 4.6%
0.250%, 5/15/16		900,000		900,055


Total U.S. Government and Agency
Obligations (Cost $17,055,740)				17,055,740

INVESTMENT COMPANIES - 4.2%
State Street Institutional U.S. Government
Money Market Fund, 0.23%, Premier Class		824,518		824,518

Total Investment Companies				824,518

(Cost $824,518)

TOTAL INVESTMENTS - 92.1%
(Cost $17,880,258**)				17,880,258

NET OTHER ASSETS AND LIABILITIES - 7.9%				1,533,154

TOTAL NET ASSETS - 100.0%			$	19,413,412

**		Aggregate cost for Federal tax purposes was $17,880,258.
(A)		Rate noted represents annualized yield at time of purchase.

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

		Par Value	Value (Note 2)

MUNICIPAL BONDS - 98.5%

Airport - 1.0%
Metropolitan Washington Airports Authority Revenue, Series B, (BHAC-CR), 3.75%, 10/1/18	$	210,000	$	224,746


Development - 7.3%
Fairfax County Economic Development Authority, Series A, 5%, 10/1/26		150,000		187,429
Norfolk Economic Development Authority, 5%, 11/1/29		480,000		548,098
Powhatan County Economic Development Authority, 3%, 9/15/28		200,000		208,980
Virginia Housing Development Authority, Series C, 1.5%, 4/1/19		200,000		202,628
Wise County Industrial Development Authority Revenue, Series A (A), 1.875%, 11/1/40		500,000		508,975

				1,656,110
Education - 13.7%
Henrico County Economic Development Authority, 4%, 4/15/42		220,000		228,131
University of Virginia, 5%, 6/1/40		255,000		274,689
Virginia College Building Authority, (ST APPROP), 5%, 2/1/23		500,000		617,215
Virginia College Building Authority, (Prerefunded 9/1/18 @ $100), (ST APPROP), 5%, 9/1/26		140,000		153,584
Virginia College Building Authority, Series A, (ST APPROP), 5%, 2/1/29		375,000		414,491
Virginia Commonwealth University, Series A, 5%, 5/1/26		385,000		464,195
Virginia Public School Authority, 5%, 12/1/18		100,000		109,981
Virginia Public School Authority, Series A, (Prerefunded 8/1/18 @ $100), (ST APPROP), 5%, 8/1/27		350,000		382,424
Virginia Public School Authority, (ST AID WITHHLDG), 3%, 8/1/33		450,000		453,825

				3,098,535
Facilities - 7.4%
New River Valley Regional Jail Authority, 5%, 10/1/25		100,000		126,001
Newport News Economic Development Authority, (Prerefunded 7/1/16 @ $100), 5%, 7/1/25		745,000		750,327
Stafford County & Staunton Industrial Development Authority, (NATL-RE), 4.5%, 8/1/25		50,000		50,065
Virginia Public Building Authority, Series B, (Prerefunded 8/1/18 @ $100), 5.25%, 8/1/23		200,000		219,872
Western Regional Jail Authority, 3.125%, 12/1/29		500,000		521,685

				1,667,950
General - 12.4%
Fairfax County Economic Development Authority, 4.25%, 8/1/29		340,000		376,802
Loudoun County Economic Development Authority Revenue, 3%, 12/1/29		535,000		551,194
Northern Virginia Transportation Authority, 5%, 6/1/30		780,000		949,135
Puerto Rico Public Finance Corp, (Escrowed To Maturity) (AMBAC)*, 5.5%, 8/1/27		100,000		132,352
Territory of Guam, Series A, 5%, 1/1/26		150,000		171,894
Virgin Islands Public Finance Authority, (NATL-RE), 5%, 10/1/23		100,000		101,758
Virginia Beach Development Authority, Series A, 3.5%, 5/1/30		250,000		264,845
Virginia Resources Authority, (MORAL OBLG), 5%, 11/1/23		200,000		239,098

				2,787,078
General Obligation - 21.0%
City of Danville VA, Series A, (ST AID WITHHLDG), 5%, 8/1/23		190,000		234,295
City of Fredericksburg VA, Series A, 3.625%, 7/15/30		400,000		419,116
City of Hampton VA, Series A, 5%, 1/15/21		250,000		276,825
City of Norfolk VA, Series A (Prerefunded 11/1/19 @ $100), 4.125%, 11/1/27		75,000		83,214
City of Portsmouth VA, Series A, (ST AID WITHHLDG), 5%, 2/1/31		635,000		753,250
City of Richmond VA, Series C, (ST AID WITHHLDG), 5%, 7/15/22		100,000		116,042
City of Roanoke VA, Series A, (Prerefunded 2/1/20 @ $100), (ST AID WITHHLDG), 5%, 2/1/25		230,000		264,157
City of Virginia Beach VA, Series A, 4%, 8/1/22		300,000		348,600
Commonwealth of Virginia, Series B (Prerefunded 6/1/18 @ $100), 5%, 6/1/21		175,000		190,285
Commonwealth of Virginia, Series A, 5%, 6/1/23		500,000		626,575
Commonwealth of Virginia, Series B, 5%, 6/1/27		150,000		168,269
County of Arlington VA, (Prerefunded 1/15/17 @ $100), 5%, 1/15/25		175,000		180,397
County of Fairfax VA, Series B, (ST AID WITHHLDG), 4%, 10/1/22		250,000		292,042
County of Henrico VA, Series A, (Prerefunded 12/1/18 @ $100), 5%, 12/1/24		200,000		221,636
County of Henrico VA, 5%, 7/15/25		150,000		174,264
County of Prince William VA, (ST AID WITHHLDG), 5%, 8/1/21		105,000		125,859
Town of Leesburg VA, (ST AID WITHHLDG), 5%, 1/15/25		90,000		115,508
Town of Leesburg VA, Series A, 5%, 1/15/41		135,000		154,896

				4,745,230
Medical - 7.4%
Fredericksburg Economic Development Authority, 5.25%, 6/15/18		250,000		268,293
Harrisonburg Industrial Development Authority, (AMBAC)*, 5%, 8/15/46		180,000		181,973
Henrico County Economic Development Authority, (NATL-RE), 6%, 8/15/16		60,000		60,899
Norfolk Economic Development Authority, Series B, 5%, 11/1/36		480,000		551,184
Roanoke Economic Development Authority, Series B, (Escrowed To Maturity) (NATL-RE), 6.125%, 7/1/17		265,000		273,779
Virginia Small Business Financing Authority, 5%, 11/1/40		300,000		336,693

				1,672,821

See accompanying Notes to Financial Statements.

Madison Funds | April 30, 2016

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

		Par Value	Value (Note 2)

MUNICIPAL BONDS - continued

Multifamily Housing - 6.1%
Fairfax County Redevelopment & Housing Authority, 4.75%, 10/1/36	$	725,000	$	780,919
Fairfax County Redevelopment & Housing Authority, 5%, 10/1/39		300,000		325,887
Virginia Housing Development Authority, Series E, 4.8%, 10/1/39		250,000		259,115

				1,365,921
Power - 4.3%
Chesterfield County Economic Development Authority, Series A, 5%, 5/1/23		565,000		627,201
Puerto Rico Electric Power Authority, (BHAC-CR MBIA-RE FGIC), 5.25%, 7/1/24		290,000		346,982

				974,183
Transportation - 5.6%
Puerto Rico Highways & Transportation Authority, Series N, (ASSURED GTY), 5.25%, 7/1/34		100,000		103,978
Richmond Metropolitan Authority, (Escrowed To Maturity) (NATL-RE), 5.25%, 7/15/22		60,000		69,268
Richmond Metropolitan Authority, (NATL-RE), 5.25%, 7/15/22		140,000		162,400
Virginia Commonwealth Transportation Board, Series A, 5%, 9/15/24		225,000		270,866
Virginia Commonwealth Transportation Board, 5%, 3/15/25		535,000		651,138

				1,257,650
Utilities - 1.5%
City of Richmond VA, Series A, 5%, 1/15/38		300,000		349,596


Water - 10.8%
Fairfax County Water Authority, 5.25%, 4/1/23		180,000		226,829
Fairfax County Water Authority, 5%, 4/1/27		150,000		181,464
Hampton Roads Sanitation District, (Prerefunded 4/1/18 @ $100), 5%, 4/1/33		90,000		97,179
Hampton Roads Sanitation District, (Prerefunded 4/1/18 @ $100), 5%, 4/1/33		160,000		172,923
Prince William County Service Authority, 5%, 7/1/22		250,000		306,228
Upper Occoquan Sewage Authority, Series A, (NATL-RE), 5.15%, 7/1/20		500,000		544,740
Virginia Resources Authority, (Prerefunded 10/1/19 @ $100), (ST AID WITHHLDG), 5%, 10/1/23		500,000		569,195
Virginia Resources Authority, (Prerefunded 10/1/19 @ $100), (ST AID WITHHLDG), 4.5%, 10/1/28		160,000		179,462
Virginia Resources Authority, (Prerefunded 11/1/16 @ $100), 5%, 11/1/31		140,000		143,006
Virginia Resources Authority, 5%, 11/1/31		20,000		20,421

				2,441,447

TOTAL INVESTMENTS - 98.5% (Cost $21,136,708**)				22,241,267

NET OTHER ASSETS AND LIABILITIES - 1.5%				327,461

TOTAL NET ASSETS - 100.0%			$	22,568,728

*		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. Although AMBAC’s claim-paying ability appears strong at this point, its ultimate ability to guarantee timely payment of principal and interest on these bonds, should they default, will be dependent on the timing and magnitude of losses within the entity’s overall portfolio.
**		Aggregate cost for Federal tax purposes was $21,136,708.
(A)		Floating rate or variable rate note. Rate shown is as of April 30, 2016.

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 - 97.6%

Alabama - 2.4%
Alabama Incentives Financing Authority Revenue, Series A, 5%, 9/1/29	$	300,000	$	336,417
Tuscaloosa Public Educational Building Authority, (ASSURED GTY), 6.375%, 7/1/28		295,000		327,158

				663,575
Arkansas - 0.7%
City of Fort Smith AR Water & Sewer Revenue, (AGM), 5%, 10/1/21		175,000		191,263


Colorado - 1.8%
El Paso County Facilities Corp., Certificate Participation, Series A, 5%, 12/1/27		400,000		507,336


Delaware - 1.5%
State of Delaware, General Obligation, Series A, 5%, 8/1/25		345,000		430,512


Florida - 12.4%
City of Port St. Lucie FL Utility System Revenue, 5%, 9/1/27		600,000		712,308
County of Miami-Dade FL, Series B, 5%, 3/1/25		525,000		640,720
Hillsborough County Industrial Development Authority, 5%, 10/1/34		450,000		505,247
Lee County Industrial Development Authority, 5%, 11/1/28		500,000		581,890
Orlando Utilities Commission, Series C, 5%, 10/1/22		525,000		642,253
Palm Beach County Solid Waste Authority, 5%, 10/1/24		300,000		358,305

				3,440,723

Georgia - 4.8%
City of Atlanta GA Water & Wastewater Revenue, (AGM), 5.75%, 11/1/30		300,000		423,300
City of Columbus GA Water & Sewerage Revenue, Series A, 5%, 5/1/31		430,000		515,007
Dublin GA School District, General Obligation, (ST AID WITHHLDG), 4%, 4/1/23		135,000		154,836
Georgia State Road & Tollway Authority, Series A, 5%, 6/1/21		90,000		100,699
Private Colleges & Universities Authority, Series C, 5%, 9/1/38		130,000		140,978

				1,334,820
Hawaii - 2.0%
State of Hawaii, General Obligation, Series EY, 5%, 10/1/25		435,000		558,444


Illinois - 0.7%
Regional Transportation Authority, Series A, (AMBAC GO of AUTH)*, 7.2%, 11/1/20		165,000		190,464


Indiana - 3.5%
Indiana Finance Authority, 5%, 2/1/21		400,000		458,612
Indianapolis Local Public Improvement Bond Bank, Series A, (ASSURED GTY), 5.5%, 1/1/38		475,000		527,217

				985,829
Iowa - 2.8%
City of Bettendorf IA, General Obligation, Series A, 5%, 6/1/28		475,000		545,751
City of Bettendorf IA, General Obligation, Series A, 5%, 6/1/30		210,000		240,559

				786,310
Kansas - 3.3%
City of Wichita KS, General Obligation, Series 816, 5%, 12/1/24		510,000		651,234
Shawnee County Unified School District No. 437, General Obligation, 4%, 9/1/24		220,000		260,808

				912,042
Maryland - 5.6%
City of Rockville MD, General Obligation, Series A, 5%, 6/1/24		600,000		765,948
Maryland State Transportation Authority, Series A, 5%, 7/1/18		100,000		109,013
Montgomery County Revenue Authority, Series A, 5%, 5/1/31		600,000		694,686

				1,569,647
Michigan - 3.4%
Detroit City School District, General Obligation, Series A, (FGIC Q-SBLF), 6%, 5/1/20		400,000		467,792
Redford Unified School District No. 1, General Obligation, (AMBAC Q-SBLF)*, 5%, 5/1/22		410,000		471,525

				939,317

See accompanying Notes to Financial Statements.

Madison Funds | April 30, 2016

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

		Par Value	Value (Note 2)

MUNICIPAL BONDS - continued

Missouri - 6.1%
County of St Louis MO, Series D, (Escrowed To Maturity), 5.65%, 2/1/20	$	500,000	$	581,160
Missouri State Board of Public Buildings, Series B, 4%, 4/1/25		525,000		609,357
Springfield School District No. R-12, General Obligation, Series B, (ST AID DIR DEP), 5%, 3/1/25		400,000		510,372

				1,700,889
New Jersey - 4.2%
City of Elizabeth NJ, General Obligation, (AGM), 3%, 4/1/24		300,000		325,731
New Jersey State Turnpike Authority, Series A, (BHAC-CR FSA), 5.25%, 1/1/28		250,000		327,725
New Jersey State Turnpike Authority, Series A, (BHAC-CR FSA), 5.25%, 1/1/29		250,000		329,620
Union County Improvement Authority, Series A, 4%, 2/1/25		150,000		172,341

				1,155,417
New Mexico - 1.8%
Farmington Municipal School District No. 5, General Obligation, Series A, (ST AID WITHHLDG), 3%, 9/1/23		450,000		489,731


New York - 3.3%
New York State Dormitory Authority, Series 1, (BHAC-CR AMBAC)*, 5.5%, 7/1/31		250,000		334,080
Port Authority of New York & New Jersey, (GO of AUTH), 5.375%, 3/1/28		455,000		578,824

				912,904
North Carolina - 5.2%
North Carolina Medical Care Commission, Series A, (HUD SECT 8), 5.5%, 10/1/24		500,000		501,650
State of North Carolina, Series A, 4.5%, 5/1/27		200,000		219,896
State of North Carolina, General Obligation, Series D, 4%, 6/1/21		100,000		114,702
Town of Cary NC Combined Utility Systems Revenue, 5%, 12/1/23		500,000		618,705

				1,454,953
Ohio - 2.2%
Cleveland-Cuyahoga County Port Authority, 5%, 7/1/24		500,000		613,650

Pennsylvania - 0.6%
Lehigh County General Purpose Authority, Series A, (NATL-RE GO of HOSP), 7%, 7/1/16		170,000		171,737


South Carolina - 9.0%
Anderson County School District No. 1, General Obligation, Series A, (SCSDE), 5%, 3/1/25		720,000		921,398
City of Bennettsville SC Combined Utility System Revenue, (BAM), 3.5%, 2/1/24		465,000		525,827
County of Richland SC, General Obligation, Series A, (ST AID WITHHLDG), 4%, 3/1/27		495,000		570,631
York County School District No. 1, General Obligation, Series A, (Prerefunded 3/1/19 @ $100), (SCSDE), 5%, 3/1/27		440,000		491,515

				2,509,371
Tennessee - 1.8%
Gibson County Special School District, (BAM), 5%, 4/1/26		300,000		368,727
Jackson Energy Authority, 4.75%, 6/1/25		100,000		117,595

				486,322
Texas - 9.7%
Beaumont Independent School District, General Obligation, (PSF-GTD), 4.75%, 2/15/38		300,000		325,854
City of San Antonio TX, Water System Revenue, 5.125%, 5/15/29		500,000		551,275
Liberty Hill Independent School District, General Obligation, (PSF-GTD), 5%, 8/1/26		410,000		460,639
Mueller Local Government Corp., 5%, 9/1/25		500,000		507,325
San Jacinto College District Revenue, 3.625%, 2/15/30		250,000		262,963
San Jacinto River Authority, (BAM), 4%, 10/1/23		200,000		227,856
State of Texas, General Obligation, Series C, 5%, 8/1/27		330,000		372,220

				2,708,132
Virginia - 2.2%
Fairfax County Redevelopment & Housing Authority, 5%, 10/1/39		100,000		108,629
Virginia Commonwealth Transportation Board, 5%, 3/15/23		200,000		241,020
Virginia Housing Development Authority, Series E, 4.8%, 10/1/39		250,000		259,115

				608,764
Washington - 3.0%
State of Washington, General Obligation, Series E, 5%, 2/1/29		205,000		248,573
University of Washington, Series A, 5%, 7/1/32		500,000		598,660

				847,233
Wisconsin - 3.6%
Maple School District, General Obligation, Series A, 5%, 4/1/24		650,000		796,763
Wisconsin Health & Educational Facilities Authority, 5.25%, 10/1/21		200,000		203,486

				1,000,249

TOTAL INVESTMENTS - 97.6% (Cost $25,243,929**)				27,169,634

NET OTHER ASSETS AND LIABILITIES - 2.4%				671,016

TOTAL NET ASSETS - 100.0%			$	27,840,650

*		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. Although AMBAC’s claim-paying ability appears strong at this point, its ultimate ability to guarantee timely payment of principal and interest on these bonds, should they default, will be dependent on the timing and magnitude of losses within the entity’s overall portfolio.
**		Aggregate cost for Federal tax purposes was $25,243,929.

AGM		Assured Guaranty Municipal Corp.
AMBAC		AMBAC Indemnity Corp.
ASSURED GTY		Assured Guaranty.
BAM		Build America Mutual Assurance Co.
BHAC-CR		Berkshire Hathaway Assurance Corp.
FGIC		Financial Guaranty Insurance Co.
FSA		Financial Security Assurance.
GO of AUTH		General Obligation of the Authority.
GO of HOSP		General Obligation of the Hospital District.
HUD SECT 8		HUD Insured Multifamily Housing.
NATL-RE		National Public Finance Guarantee Corp.
PSF-GTD		Permanent School Fund Guaranteed.
Q-SBLF		Qualified School Board Loan Fund.
SCSDE		South Carolina School District-Enhanced (State of SC’s Intercept program).
ST AID DIR DEP		State Aid Direct Deposit.
ST AID WITHHLDG		State Aid Withholding.

See accompanying Notes to Financial Statements.

Madison Funds | April 30, 2016

Madison High Quality Bond Fund Portfolio of Investments (unaudited)

		Par Value	Value (Note 2)

CORPORATE NOTES AND BONDS - 37.8%

Consumer Discretionary - 6.5%
Comcast Corp., 3.125%, 7/15/22	$	2,000,000	$	2,119,950
Home Depot Inc./The, 2%, 6/15/19		2,000,000		2,046,440
Target Corp., 2.9%, 1/15/22		2,000,000		2,115,818
Walt Disney Co./The, MTN, 1.1%, 12/1/17		750,000		753,169

				7,035,377
Consumer Staples - 1.5%
Coca-Cola Co./The, 2.45%, 11/1/20		1,500,000		1,565,630


Energy - 1.4%
Chevron Corp., 2.427%, 6/24/20		1,500,000		1,541,240


Financials - 12.6%
American Express Credit Corp., 2.125%, 7/27/18		1,000,000		1,015,518
Bank of New York Mellon Corp./The, MTN, 1.35%, 3/6/18		500,000		501,899
Goldman Sachs Group Inc./The, 2.625%, 1/31/19		1,360,000		1,387,850
John Deere Capital Corp., MTN, 1.4%, 3/15/17		2,000,000		2,011,918
JPMorgan Chase & Co., 2.25%, 1/23/20		2,000,000		2,014,644
Morgan Stanley, 2.8%, 6/16/20		2,000,000		2,039,200
Simon Property Group L.P., 4.125%, 12/1/21		1,750,000		1,927,049
US Bancorp, MTN, 1.95%, 11/15/18		750,000		763,417
Wells Fargo & Co., 5.625%, 12/11/17		2,000,000		2,136,308

				13,797,803
Health Care - 2.9%
Merck & Co. Inc., 3.875%, 1/15/21		1,500,000		1,640,308
UnitedHealth Group Inc., 2.875%, 3/15/23		1,500,000		1,541,232

				3,181,540
Industrials - 3.4%
General Electric Co., MTN, 5.625%, 9/15/17		2,000,000		2,127,252
United Parcel Service Inc., 5.5%, 1/15/18		1,500,000		1,616,511

				3,743,763
Information Technology - 9.5%
Apple Inc., 2.4%, 5/3/23		1,500,000		1,506,630
Cisco Systems Inc., 2.2%, 2/28/21		1,500,000		1,530,645
Intel Corp., 1.95%, 10/1/16		2,000,000		2,010,922
Microsoft Corp., 3%, 10/1/20		1,500,000		1,607,400
Texas Instruments Inc., 2.375%, 5/16/16		2,000,000		2,001,262
Visa Inc., 2.2%, 12/14/20		1,700,000		1,743,940

				10,400,799

Total Corporate Notes and Bonds
(Cost $40,273,737)				41,266,152

U.S. GOVERNMENT AND AGENCY OBLIGATIONS - 59.4%

Fannie Mae - 13.8%
1.250%, 9/28/16		4,000,000		4,012,500
1.375%, 11/15/16		3,000,000		3,013,680
1.250%, 1/30/17		4,000,000		4,019,300
0.875%, 2/8/18		4,000,000		4,002,984

				15,048,464
Freddie Mac - 6.2%
2.500%, 5/27/16		5,000,000		5,007,820
2.375%, 1/13/22		1,750,000		1,829,506

				6,837,326
U.S. Treasury Notes - 39.4%
0.875%, 1/31/17		3,000,000		3,007,266
3.000%, 2/28/17		4,000,000		4,079,532
3.875%, 5/15/18		4,500,000		4,785,471
1.500%, 12/31/18		4,000,000		4,066,092
1.250%, 1/31/19		4,000,000		4,039,064
1.500%, 3/31/19		4,000,000		4,068,280
3.125%, 5/15/19		4,000,000		4,264,220
1.125%, 12/31/19		4,500,000		4,506,853
3.625%, 2/15/20		4,000,000		4,377,500
2.625%, 11/15/20		3,000,000		3,181,290
2.500%, 8/15/23		2,500,000		2,653,613

				43,029,181

Total U.S. Government and Agency
Obligations (Cost $64,111,962)				64,914,971
		Shares

SHORT-TERM INVESTMENTS - 2.1%
State Street Institutional U.S. Government
Money Market Fund, 0.23%, Premier Class		2,327,071		2,327,071


Total Short-Term Investments
(Cost $2,327,071)				2,327,071


TOTAL INVESTMENTS - 99.3%
(Cost $106,712,770**)				108,508,194

NET OTHER ASSETS AND LIABILITIES - 0.7%				770,661

TOTAL NET ASSETS - 100.0%			$	109,278,855

**		Aggregate cost for Federal tax purposes was $106,712,770.
MTN		Medium Term Note.

Madison Core Bond Fund Portfolio of Investments (unaudited)

		Par Value	Value (Note 2)

ASSET BACKED SECURITIES - 3.3%
ABSC Long Beach Home Equity Loan Trust, Series 2000-LB1, Class AF5 (A), 8.55%, 9/21/30	$	64,040	$	66,747
Ally Master Owner Trust, Series 2014-4, Class A2, 1.43%, 6/17/19		750,000		749,840
CarMax Auto Owner Trust, Series 2015-1, Class A2, 0.88%, 3/15/18		436,685		436,600
CNH Equipment Trust, Series 2014-A, Class A3, 0.84%, 5/15/19		437,223		436,678
Ford Credit Auto Owner Trust, Series 2014-A, Class A3, 0.79%, 5/15/18		349,876		349,733
GreatAmerica Leasing Receivables, Series 2015-1, Class A2 (B), 1.12%, 6/20/17		313,500		313,240
Hyundai Auto Receivables Trust, Series 2014-A, Class A3, 0.79%, 7/16/18		158,375		158,330
John Deere Owner Trust, Series 2014-B, Class A2A, 0.54%, 7/17/17		49,837		49,828
Mercedes-Benz Auto Lease Trust, Series 2014-A, Class A4, 0.9%, 12/16/19		1,108,399		1,108,371
Santander Drive Auto Receivables Trust, Series 2012-3, Class C, 3.01%, 4/16/18		81,059		81,158
Santander Drive Auto Receivables Trust, Series 2013-3 Class B, 1.19%, 5/15/18		124,308		124,308
Santander Drive Auto Receivables Trust, Series 2014-2, Class B, 1.62%, 2/15/19		978,245		979,411
Santander Drive Auto Receivables Trust, Series 2013-5, Class C, 2.25%, 6/17/19		1,000,000		1,005,623
Santander Drive Auto Receivables Trust, Series 2013-4, Class C, 3.25%, 1/15/20		900,000		910,414
Volkswagen Auto Lease Trust, Series 2014- A, Class A3, 0.8%, 4/20/17		251,271		251,052
Volvo Financial Equipment LLC, Series 2014-1A, Class A3 (B), 0.82%, 4/16/18		361,473		360,780


Total Asset Backed Securities
(Cost $7,389,929)				7,382,113

COLLATERALIZED MORTGAGE OBLIGATIONS - 2.6%
Fannie Mae REMICS, Series 2015-12, Class NI, IO, 3.5%, 3/25/30		3,119,409		366,750
Fannie Mae REMICS, Series 2011-31, Class DB, 3.5%, 4/25/31		425,000		456,412
Fannie Mae REMICS, Series 2011-36, Class QB, 4%, 5/25/31		1,000,000		1,096,409
Fannie Mae REMICS, Series 2001-73, Class GZ, 6%, 12/25/31		407,358		465,222
Fannie Mae REMICS, Series 2005-79, Class LT, 5.5%, 9/25/35		293,926		333,365
Fannie Mae REMICS, Series 2015-44, Class GI, IO, 3%, 11/25/40		1,122,589		87,676
Fannie Mae REMICS, Series 2016-21, Class BA, 3%, 3/25/42		987,681		1,023,399
Freddie Mac REMICS, Series 3825, Class CB, 3.5%, 3/15/26		1,000,000		1,070,607
Freddie Mac REMICS, Series 4066, Class DI, IO, 3%, 6/15/27		4,335,455		420,247
Government National Mortgage Association, Series 2015-53, Class IL, IO, 3%, 9/20/44		3,076,407		375,240

Total Collateralized Mortgage
Obligations (Cost $5,889,898)				5,695,327

COMMERCIAL MORTGAGE-BACKED SECURITIES - 2.3%
Bear Stearns Commercial Mortgage Securities Trust, Series 2007-PW17, Class A1A (A), 5.65%, 6/11/50		1,086,929		1,135,183
FHLMC Multifamily Structured Pass Through Certificates, Series K718, Class X1, IO (A), 0.771%, 1/25/22		24,360,248		760,149
FREMF Mortgage Trust, Series 2012-K708, Class B (A) (B), 3.883%, 2/25/45		1,250,000		1,282,136
FREMF Mortgage Trust, Series 2012-K501, Class B (A) (B), 3.48%, 11/25/46		650,000		653,132
FREMF Mortgage Trust, Series 2011-K701, Class C (A) (B), 4.436%, 7/25/48		1,250,000		1,259,212

Total Commercial Mortgage-Backed Securities (Cost $5,208,981)
				5,089,812

See accompanying Notes to Financial Statements.

Madison Funds | April 30, 2016

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

		Par Value	Value (Note 2)

CORPORATE NOTES AND BONDS - 31.2%

Consumer Discretionary - 6.1%
CCO Safari II LLC (B), 4.464%, 7/23/22	$	1,000,000	$	1,063,239
Delphi Automotive PLC (C), 3.15%, 11/19/20		1,000,000		1,018,618
ERAC USA Finance LLC (B), 6.7%, 6/1/34		250,000		316,326
Expedia Inc. (B), 5%, 2/15/26		1,000,000		1,016,104
Ford Motor Credit Co. LLC, MTN, 2.943%, 1/8/19		1,000,000		1,024,361
General Motors Financial Co. Inc., 4.2%, 3/1/21		900,000		948,460
Georgia-Pacific LLC (B), 3.163%, 11/15/21		1,000,000		1,027,371
GLP Capital L.P./GLP Financing II Inc., 4.875%, 11/1/20		275,000		290,125
Harman International Industries Inc., 4.15%, 5/15/25		1,000,000		1,020,765
Lennar Corp., 4.75%, 4/1/21		500,000		520,750
Newell Brands Inc., 4.2%, 4/1/26		1,100,000		1,162,140
Nissan Motor Acceptance Corp. (B), 2.65%, 9/26/18		500,000		511,665
Omnicom Group Inc., 3.6%, 4/15/26		750,000		780,858
QVC Inc., 3.125%, 4/1/19		800,000		810,460
Sirius XM Radio Inc. (B), 6%, 7/15/24		525,000		553,927
Toll Brothers Finance Corp., 4%, 12/31/18		450,000		465,750
Walgreens Boots Alliance Inc., 4.5%, 11/18/34		1,000,000		998,243

				13,529,162
Consumer Staples - 2.6%
Anheuser-Busch InBev Finance Inc., 4.9%, 2/1/46		300,000		340,217
CVS Health Corp. (B), 4.75%, 12/1/22		1,000,000		1,124,562
CVS Health Corp., 5.125%, 7/20/45		1,000,000		1,168,648
JM Smucker Co./The, 3.5%, 3/15/25		1,000,000		1,049,113
Kraft Heinz Foods Co., 3.5%, 6/6/22		1,000,000		1,061,061
Kraft Heinz Foods Co. (B), 3.95%, 7/15/25		1,000,000		1,067,806

				5,811,407
Energy - 6.4%
Antero Resources Corp., 5.625%, 6/1/23		300,000		291,000
Energy Transfer Partners L.P., 5.2%, 2/1/22		1,000,000		1,010,274
Enterprise Products Operating LLC, 3.75%, 2/15/25		1,000,000		1,031,856
Helmerich & Payne International Drilling Co., 4.65%, 3/15/25		1,000,000		1,032,775
Hess Corp., 7.875%, 10/1/29		240,000		271,845
Kinder Morgan Inc. (B), 5%, 2/15/21		1,000,000		1,035,514
Marathon Oil Corp., 2.7%, 6/1/20		1,000,000		931,713
Marathon Petroleum Corp., 2.7%, 12/14/18		500,000		509,099
Phillips 66, 4.65%, 11/15/34		1,000,000		1,054,304
Phillips 66 Partners L.P., 3.605%, 2/15/25		1,300,000		1,237,428
Pioneer Natural Resources Co., 3.45%, 1/15/21		1,000,000		1,014,788
Schlumberger Holdings Corp. (B), 2.35%, 12/21/18		1,800,000		1,824,919
Tosco Corp., 7.8%, 1/1/27		1,000,000		1,235,111
Valero Energy Corp., 6.625%, 6/15/37		1,000,000		1,123,793
Williams Partners L.P./ACMP Finance Corp., 4.875%, 5/15/23		750,000		688,352

				14,292,771
Financials - 6.6%
AerCap Ireland Capital Ltd./AerCap Global Aviation Trust (C), 3.75%, 5/15/19		450,000		456,188
Air Lease Corp., 3.875%, 4/1/21		450,000		457,875
Air Lease Corp., 3.75%, 2/1/22		1,000,000		1,010,212
Apollo Management Holdings L.P. (B), 4%, 5/30/24		1,000,000		1,010,616
Bank of America Corp., MTN, 3.3%, 1/11/23		1,000,000		1,016,283
Berkshire Hathaway Inc., 3.125%, 3/15/26		250,000		260,342
Boston Properties L.P., 3.65%, 2/1/26		450,000		471,183
Glencore Funding LLC (B), 3.125%, 4/29/19		825,000		787,875
Goldman Sachs Group Inc./The, 5.75%, 1/24/22		1,000,000		1,150,889
Goldman Sachs Group Inc./The, 4.75%, 10/21/45		1,000,000		1,064,175
JPMorgan Chase & Co., 3.125%, 1/23/25		1,000,000		1,002,721
Liberty Mutual Group Inc. (B), 4.25%, 6/15/23		1,250,000		1,309,681
Morgan Stanley, 4.3%, 1/27/45		1,000,000		1,015,552
Regions Bank, 2.25%, 9/14/18		1,000,000		1,004,510
Shell International Finance BV (C), 2.25%, 11/10/20		1,000,000		1,017,174
Synchrony Financial, 2.6%, 1/15/19		1,000,000		1,007,244
Synchrony Financial, 3.75%, 8/15/21		700,000		720,479

				14,762,999
Health Care - 2.8%
AbbVie Inc., 4.7%, 5/14/45		1,000,000		1,062,073
Actavis Funding SCS (C), 4.75%, 3/15/45		1,000,000		1,011,528
Cardinal Health Inc., 1.95%, 6/15/18		1,000,000		1,010,465
Express Scripts Holding Co., 3.3%, 2/25/21		675,000		696,544
Forest Laboratories Inc. (B), 5%, 12/15/21		200,000		220,641
HCA Inc., 3.75%, 3/15/19		800,000		822,000
Prospect Medical Holdings Inc. (B), 8.375%, 5/1/19		250,000		257,813
UnitedHealth Group Inc., 4.75%, 7/15/45		1,000,000		1,155,426

				6,236,490
Industrials - 2.4%
ADT Corp./The, 4.125%, 4/15/19		475,000		509,437
Burlington Northern Santa Fe LLC, 8.125%, 4/15/20		285,000		349,326
CRH America Inc. (B), 3.875%, 5/18/25		1,000,000		1,047,820
Hertz Corp./The, 7.5%, 10/15/18		500,000		508,380
International Lease Finance Corp., 8.875%, 9/1/17		500,000		538,125
Lockheed Martin Corp., 4.7%, 5/15/46		1,000,000		1,149,845
Masco Corp., 4.375%, 4/1/26		700,000		721,000
United Rentals North America Inc., 6.125%, 6/15/23		400,000		415,000

				5,238,933
Information Technology - 1.7%
Analog Devices Inc., 5.3%, 12/15/45		600,000		696,533
Autodesk Inc., 4.375%, 6/15/25		1,000,000		1,030,342
CDW LLC/CDW Finance Corp., 5%, 9/1/23		200,000		204,824
First Data Corp. (B), 6.75%, 11/1/20		500,000		525,000
Hewlett-Packard Enterprise Co. (B), 6.35%, 10/15/45		350,000		348,953
Microsoft Corp., 3.5%, 2/12/35		1,000,000		1,001,531

				3,807,183
Materials - 0.6%
Alcoa Inc., 5.125%, 10/1/24		200,000		194,750
Packaging Corp. of America, 3.65%, 9/15/24		1,000,000		1,006,194

				1,200,944
Telecommunication Services - 1.5%
AT&T Inc., 4.75%, 5/15/46		1,000,000		1,007,622
Frontier Communications Corp. (B), 11%, 9/15/25		250,000		252,500
Harris Corp., 5.054%, 4/27/45		1,000,000		1,081,650
Verizon Communications Inc., 4.4%, 11/1/34		1,000,000		1,019,142

				3,360,914
Utilities - 0.5%
Black Hills Corp., 4.25%, 11/30/23		1,000,000		1,068,129


Total Corporate Notes and Bonds
(Cost $67,242,595)				69,308,932

LONG TERM MUNICIPAL BONDS - 10.7%
City of Laredo TX, General Obligation, 6.566%, 2/15/39		1,500,000		1,644,495
City of Reading PA, General Obligation, (AGM), 5.3%, 11/1/33		1,500,000		1,595,475
County of Clark NV, General Obligation, Series C, 7%, 7/1/38		1,000,000		1,181,580
County of Palm Beach FL Revenue, 5%, 11/1/33		1,880,000		2,026,903
County of Pasco FL Water & Sewer Revenue, Series B, 6.76%, 10/1/39		1,500,000		1,711,815
East Baton Rouge Sewerage Commission Revenue, 6.087%, 2/1/45		2,000,000		2,231,740
Las Vegas Valley Water District, General Obligation, Series A, 7.1%, 6/1/39		1,000,000		1,138,690
Metropolitan Water District of Southern California Revenue, Series D, 6.538%, 7/1/39		420,000		472,403
New York City Water & Sewer System Revenue, 6.491%, 6/15/42		1,025,000		1,163,785
Northside Independent School District, General Obligation, Series B, (PSF-GTD), 5.741%, 8/15/35		1,600,000		1,753,712
Rancho Water District Financing Authority Revenue, Series A, 6.337%, 8/1/40		1,000,000		1,135,320
South Dakota State Building Authority Revenue, Series F, 4.7%, 6/1/32		1,250,000		1,347,963
State of Iowa Revenue, 6.75%, 6/1/34		2,000,000		2,287,720
State of Michigan Revenue, Series B, 7.625%, 9/15/27		1,500,000		1,705,140
West Contra Costa Unified School District, General Obligation, 8.46%, 8/1/34		2,000,000		2,375,500

Total Long Term Municipal Bonds
(Cost $23,349,192)				23,772,241

MORTGAGE BACKED SECURITIES - 22.7%

Fannie Mae - 14.3%
6%, 5/1/16 Pool # 582558		29		29
3%, 12/1/26 Pool # AB4086		665,234		696,720
3%, 3/1/27 Pool # AK6784		1,283,048		1,343,652
3%, 5/1/27 Pool # AL1715		975,303		1,021,301
3.5%, 5/1/29 Pool # AW3740		1,368,902		1,452,021
3.5%, 8/1/29 Pool # MA2003		1,108,988		1,173,574
3.5%, 10/1/29 Pool # AX3155		585,594		622,126
3%, 4/1/30 Pool # AS4877		489,822		512,049
3%, 9/1/30 Pool # 890696		1,461,670		1,531,738
7%, 11/1/31 Pool # 607515		10,010		11,383
6.5%, 3/1/32 Pool # 631377		52,036		59,661
6.5%, 5/1/32 Pool # 636758		2,380		2,729
7%, 5/1/32 Pool # 644591		1,692		1,896
6.5%, 6/1/32 Pool # 545691		106,100		123,835
5.5%, 11/1/33 Pool # 555880		125,819		142,269
5%, 5/1/34 Pool # 780890		56,203		62,434
7%, 7/1/34 Pool # 792636		8,114		8,460
4%, 2/1/35 Pool # MA2177		1,262,098		1,360,468

See accompanying Notes to Financial Statements.

Madison Funds | April 30, 2016

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

		Par Value	Value (Note 2)

MORTGAGE BACKED SECURITIES - continued

Fannie Mae - continued
5%, 8/1/35 Pool # 829670	$	118,827	$	131,695
5%, 9/1/35 Pool # 820347		154,452		174,314
5%, 9/1/35 Pool # 835699		130,976		147,868
3.5%, 12/1/35 Pool # MA2473		1,455,411		1,537,155
4.5%, 12/1/35 Pool # 745147		22,206		24,284
5%, 12/1/35 Pool # 850561		53,163		58,928
6%, 11/1/36 Pool # 902510		108,501		125,657
5.5%, 5/1/37 Pool # 928292		149,392		167,058
6%, 10/1/37 Pool # 947563		139,791		162,117
6.5%, 12/1/37 Pool # 889072		123,928		142,565
6.5%, 8/1/38 Pool # 987711		253,737		305,705
4.5%, 8/1/40 Pool # AD8243		125,464		136,896
4%, 9/1/40 Pool # AE3039		1,124,480		1,213,923
4%, 1/1/41 Pool # AB2080		927,119		997,450
5.5%, 7/1/41 Pool # AL6588		914,592		1,030,544
4%, 9/1/41 Pool # AJ1406		792,297		850,521
4%, 10/1/41 Pool # AJ4046		1,141,935		1,232,786
3.5%, 11/1/41 Pool # AB3867		488,040		513,578
4%, 3/1/42 Pool # AL1998		1,775,591		1,917,192
3.5%, 6/1/42 Pool # AO4134		1,675,128		1,762,733
3.5%, 8/1/42 Pool # AP2133		981,125		1,030,050
3%, 9/1/42 Pool # AP6568		150,491		154,724
3.5%, 9/1/42 Pool # AB6228		542,063		569,094
3.5%, 12/1/42 Pool # AQ8892		173,374		182,007
3.5%, 1/1/43 Pool # AQ9326		788,891		833,424
3%, 2/1/43 Pool # AL3072		1,266,323		1,303,184
3.5%, 3/1/43 Pool # AT0310		828,791		870,113
3.5%, 4/1/43 Pool # AR9902		517,687		546,914
3.5%, 4/1/43 Pool # AT2887		462,827		486,822
4%, 1/1/45 Pool # AS4257		405,494		434,150
4.5%, 2/1/45 Pool # MA2193		1,204,315		1,316,606
3.5%, 8/1/45 Pool # AS5645		1,191,898		1,249,567

				31,735,969
Freddie Mac - 8.4%
3%, 12/1/26 Pool # J17506		100,324		105,364
3%, 1/1/27 Pool # G18420		51,990		54,546
8%, 6/1/30 Pool # C01005		994		1,257
6.5%, 1/1/32 Pool # C62333		28,389		32,507
3.5%, 8/1/32 Pool # C91485		215,900		228,461
4.5%, 6/1/34 Pool # C01856		764,414		834,425
6.5%, 11/1/36 Pool # C02660		16,091		19,502
5.5%, 11/1/37 Pool # A68787		231,792		260,246
5.5%, 12/1/38 Pool # G05267		842,379		947,314
5%, 10/1/39 Pool # G60465		1,839,950		2,037,012
3.5%, 11/1/40 Pool # G06168		803,898		843,345
4%, 10/1/41 Pool # Q04092		1,386,888		1,491,519
4.5%, 3/1/42 Pool # G07491		977,521		1,069,471
3%, 9/1/42 Pool # C04233		871,509		894,443
3%, 2/1/43 Pool # Q15767		157,640		162,127
3%, 4/1/43 Pool # V80025		610,041		626,091
3%, 4/1/43 Pool # V80026		602,103		617,944
3.5%, 8/1/44 Pool # Q27927		827,157		869,921
4%, 5/1/45 Pool # G08642		1,765,954		1,887,394
3%, 7/1/45 Pool # G08653		963,911		988,482
3.5%, 8/1/45 Pool # Q35614		963,942		1,012,836
3.5%, 9/1/45 Pool # G08667		1,180,464		1,237,578
3%, 11/1/45 Pool # G08675		1,219,655		1,250,744
3%, 1/1/46 Pool # G08686		1,234,614		1,266,084

				18,738,613
Ginnie Mae - 0.0%
6.5%, 2/20/29 Pool # 2714		14,479		17,192
6.5%, 4/20/31 Pool # 3068		6,870		8,259
4%, 4/15/39 Pool # 698089		64,851		69,493

				94,944

Total Mortgage Backed Securities
(Cost $49,572,624)				50,569,526
		Contracts

PUT OPTIONS PURCHASED - 0.0%
U.S. Treasury Bond, Put, May 2016, $158		30		4,687
U.S. Treasury Bond, Put, May 2016, $162		30		28,594


Total Put Options Purchased
(Cost $36,742)				33,281
		Par Value


U.S. GOVERNMENT AND AGENCY OBLIGATIONS - 23.6%

Federal Farm Credit Bank - 0.2%
5.875%, 10/3/16		500,000		511,433


Freddie Mac - 0.2%
5.000%, 2/16/17		450,000		465,426


U.S. Treasury Bonds - 4.8%
6.625%, 2/15/27		2,000,000		2,932,578
5.375%, 2/15/31		1,250,000		1,778,613
4.500%, 5/15/38		2,750,000		3,747,304
3.750%, 8/15/41		250,000		305,596
3.000%, 5/15/45		1,650,000		1,765,307

				10,529,398
U.S. Treasury Notes - 18.4%
0.750%, 3/15/17		3,600,000		3,605,767
2.375%, 7/31/17		2,200,000		2,246,407
1.875%, 10/31/17		3,000,000		3,051,915
4.250%, 11/15/17		2,550,000		2,687,261
2.625%, 1/31/18		3,000,000		3,096,915
2.750%, 2/28/18		3,000,000		3,108,048
3.875%, 5/15/18		2,750,000		2,924,454
1.375%, 2/28/19		3,000,000		3,039,609
3.625%, 8/15/19		1,750,000		1,899,228
2.625%, 11/15/20		1,350,000		1,431,581
3.125%, 5/15/21		3,750,000		4,082,227
2.125%, 8/15/21		1,900,000		1,974,590
2.000%, 10/31/21		2,500,000		2,579,298
1.750%, 9/30/22		2,500,000		2,531,640
2.750%, 2/15/24		1,500,000		1,619,063
2.250%, 11/15/25		1,000,000		1,038,008

				40,916,011

Total U.S. Government and Agency
Obligations (Cost $49,465,153)				52,422,268

		Shares

SHORT-TERM INVESTMENTS - 2.8%
State Street Institutional U.S. Government
Money Market Fund, 0.23%, Premier Class		6,313,136		6,313,136


Total Short-Term Investments
(Cost $6,313,136)				6,313,136


TOTAL INVESTMENTS - 99.2%
(Cost $214,468,250**)				220,586,636

NET OTHER ASSETS AND LIABILITIES - 0.8%				1,885,208

TOTAL CALL & PUT OPTIONS WRITTEN - 0.0%				(26,719	)

TOTAL NET ASSETS - 100.0%			$	222,445,125

**		Aggregate cost for Federal tax purposes was $214,468,250.
(A)		Floating rate or variable rate note. Rate shown is as of April 30, 2016.
(B)		Security sold within terms of a private placement memorandum exempt from registration under section 144A of the Securities Act of 1933, as amended, and may be sold only to dealers in that program or other “qualified institutional buyers.”
(C)		Notes and bonds, issued by foreign entities, denominated in U.S. dollars. The aggregate of these securities is 1.6% of total net assets.

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

Put Options Written	Contracts (100 Shares Per Contract)	Expiration Date	Strike Price	Value (Note 2)
U.S. Treasury Bond	30	May 2016	$159.00	$7,500
U.S. Treasury Bond	30	May 2016	161.00	19,219

Total Put Options Written (Premiums received $32,164)				$26,719

Total Value of Options Written (Premiums received $32,164)				$26,719

See accompanying Notes to Financial Statements.

Madison Funds | April 30, 2016

Madison Corporate Bond Fund Portfolio of Investments (unaudited)

	Par Value		Value (Note 2)

CORPORATE NOTES AND BONDS - 92.3%

Consumer Discretionary - 14.4%
Amazon.com Inc., 3.8%, 12/5/24	$	200,000	$	220,366
CCO Safari II LLC (A), 4.464%, 7/23/22		200,000		212,648
Comcast Corp., 6.45%, 3/15/37		300,000		403,912
Delphi Automotive PLC (B), 3.15%, 11/19/20		200,000		203,724
DR Horton Inc., 3.75%, 3/1/19		50,000		51,125
Expedia Inc. (A), 5%, 2/15/26		50,000		50,805
Ford Motor Credit Co. LLC, MTN, 2.943%, 1/8/19		200,000		204,872
GameStop Corp. (A), 6.75%, 3/15/21		50,000		49,263
General Motors Financial Co. Inc., 4.2%, 3/1/21		100,000		105,384
Georgia-Pacific LLC (A), 3.163%, 11/15/21		100,000		102,737
GLP Capital L.P./GLP Financing II Inc., 4.875%, 11/1/20		25,000		26,375
Harman International Industries Inc., 4.15%, 5/15/25		100,000		102,076
Home Depot Inc/The, 2%, 4/1/21		100,000		101,208
Lowe’s Cos. Inc., 2.5%, 4/15/26		100,000		99,022
McDonald’s Corp., MTN, 4.875%, 12/9/45		50,000		56,503
Newell Brands Inc., 4.2%, 4/1/26		100,000		105,649
Newell Brands Inc., 5.5%, 4/1/46		100,000		111,255
Nissan Motor Acceptance Corp. (A), 2.65%, 9/26/18		50,000		51,167
Omnicom Group Inc., 3.6%, 4/15/26		200,000		208,229
Priceline Group Inc./The, 3.65%, 3/15/25		200,000		204,801
QVC Inc., 3.125%, 4/1/19		200,000		202,615
Sirius XM Radio Inc. (A), 6%, 7/15/24		125,000		131,887
Time Warner Inc., 6.25%, 3/29/41		150,000		182,733
Toll Brothers Finance Corp., 4%, 12/31/18		50,000		51,750
Walgreens Boots Alliance Inc., 4.5%, 11/18/34		150,000		149,736

				3,389,842
Consumer Staples - 6.5%
Anheuser-Busch InBev Finance Inc., 4.9%, 2/1/46		50,000		56,703
CVS Health Corp. (A), 4.75%, 12/1/22		200,000		224,912
CVS Health Corp., 5.125%, 7/20/45		200,000		233,730
General Mills Inc., 5.65%, 2/15/19		200,000		223,100
JM Smucker Co./The, 3.5%, 3/15/25		200,000		209,823
Kraft Heinz Foods Co., 3.5%, 6/6/22		200,000		212,212
Kraft Heinz Foods Co. (A), 3.95%, 7/15/25		150,000		160,171
Wal-Mart Stores Inc., 3.25%, 10/25/20		200,000		215,925

				1,536,576
Energy - 11.9%
Antero Resources Corp., 5.625%, 6/1/23		50,000		48,500
BP Capital Markets PLC (B), 3.119%, 5/4/26		100,000		100,684
Chevron Corp., 3.191%, 6/24/23		200,000		209,632
ConocoPhillips Co., 4.15%, 11/15/34		75,000		71,932
Devon Energy Corp., 5.6%, 7/15/41		100,000		88,147
Energy Transfer Partners L.P., 5.2%, 2/1/22		300,000		303,082
Enterprise Products Operating LLC, 4.45%, 2/15/43		200,000		190,992
Exxon Mobil Corp., 4.114%, 3/1/46		50,000		53,268
Helmerich & Payne International Drilling Co., 4.65%, 3/15/25		100,000		103,277
Kinder Morgan Energy Partners L.P., 2.65%, 2/1/19		50,000		49,489
Kinder Morgan Inc. (A), 5%, 2/15/21		50,000		51,776
Marathon Oil Corp., 2.7%, 6/1/20		200,000		186,343
Marathon Petroleum Corp., 2.7%, 12/14/18		100,000		101,820
Marathon Petroleum Corp., 5.125%, 3/1/21		250,000		271,081
Phillips 66, 4.65%, 11/15/34		100,000		105,430
Phillips 66 Partners L.P., 3.605%, 2/15/25		200,000		190,374
Schlumberger Holdings Corp. (A), 2.35%, 12/21/18		200,000		202,769
Valero Energy Corp., 6.625%, 6/15/37		350,000		393,328
Williams Partners L.P./ACMP Finance Corp., 4.875%, 5/15/23		100,000		91,780

				2,813,704
Financials - 34.1%

Banks - 15.3%
Bank of America Corp., 2.6%, 1/15/19		100,000		101,738
Bank of America Corp., MTN, 3.3%, 1/11/23		200,000		203,257
BB&T Corp., MTN, 2.25%, 2/1/19		200,000		204,089
Capital One Financial Corp., 2.45%, 4/24/19		300,000		303,447
Goldman Sachs Group Inc./The, 5.75%, 1/24/22		100,000		115,089
Goldman Sachs Group Inc./The, 3.625%, 1/22/23		200,000		207,265
Huntington National Bank/The, 2.2%, 4/1/19		300,000		299,574
JPMorgan Chase & Co., 4.25%, 10/15/20		100,000		108,168
JPMorgan Chase & Co., 3.125%, 1/23/25		200,000		200,544
KeyCorp, MTN, 5.1%, 3/24/21		250,000		278,516
Morgan Stanley, 2.8%, 6/16/20		200,000		203,920
Morgan Stanley, MTN, 3.7%, 10/23/24		200,000		206,302
Morgan Stanley, MTN, 3.875%, 1/27/26		100,000		103,764
PNC Funding Corp., 3.3%, 3/8/22		100,000		105,500
Regions Bank, 2.25%, 9/14/18		250,000		251,128
US Bancorp, MTN, 2.2%, 11/15/16		200,000		201,359
US Bancorp, MTN, 2.35%, 1/29/21		200,000		204,823
Wells Fargo & Co., 5.625%, 12/11/17		300,000		320,446

				3,618,929
Diversified Financial Services - 7.2%
AerCap Ireland Capital Ltd./AerCap Global
Aviation Trust (B), 3.75%, 5/15/19		150,000		152,063
Affiliated Managers Group Inc., 4.25%, 2/15/24		300,000		308,928
Air Lease Corp., 3.875%, 4/1/21		50,000		50,875
Air Lease Corp., 3.75%, 2/1/22		200,000		202,042
Apollo Management Holdings L.P. (A), 4%, 5/30/24		250,000		252,654
General Electric Capital Corp., MTN, 6.75%, 3/15/32		300,000		414,661
Intercontinental Exchange Inc., 2.75%, 12/1/20		100,000		102,999
Synchrony Financial, 2.6%, 1/15/19		100,000		100,724
Synchrony Financial, 3.75%, 8/15/21		100,000		102,926

				1,687,872
Insurance - 7.0%
Aflac Inc., 3.625%, 11/15/24		200,000		211,780
American International Group Inc., 3.875%, 1/15/35		200,000		185,450
Berkshire Hathaway Finance Corp., 5.4%, 5/15/18		400,000		435,150
Berkshire Hathaway Inc., 3.125%, 3/15/26		50,000		52,068
Liberty Mutual Group Inc. (A), 4.25%, 6/15/23		100,000		104,775
MetLife Inc., 3.6%, 4/10/24		100,000		105,149
New York Life Global Funding (A), 1.95%, 2/11/20		200,000		200,635
ProAssurance Corp., 5.3%, 11/15/23		50,000		53,124
Prudential Financial Inc., MTN, 3.5%, 5/15/24		300,000		308,095

				1,656,226
Machinery-Constr&Mining - 0.9%
Caterpillar Financial Services Corp., Series G, 2.45%, 9/6/18		200,000		205,706


Mining - 0.5%
Glencore Funding LLC (A), 3.125%, 4/29/19		125,000		119,375


Real Estate - 3.2%
Boston Properties L.P., 3.65%, 2/1/26		100,000		104,707
Simon Property Group L.P., 4.125%, 12/1/21		400,000		440,468
WP Carey Inc., 4.6%, 4/1/24		200,000		202,201

				747,376

				8,035,484
Health Care - 5.5%
AbbVie Inc., 4.7%, 5/14/45		100,000		106,207
Actavis Funding SCS (B), 4.55%, 3/15/35		130,000		130,045
Cardinal Health Inc., 1.95%, 6/15/18		200,000		202,093
Express Scripts Holding Co., 3.3%, 2/25/21		50,000		51,596
Express Scripts Holding Co., 4.75%, 11/15/21		200,000		219,897
Forest Laboratories Inc. (A), 5%, 12/15/21		50,000		55,160
Gilead Sciences Inc., 4.75%, 3/1/46		100,000		110,925
HCA Inc., 3.75%, 3/15/19		100,000		102,750
UnitedHealth Group Inc., 2.875%, 3/15/23		200,000		205,498
UnitedHealth Group Inc., 4.75%, 7/15/45		100,000		115,543

				1,299,714
Industrials - 7.2%
Burlington Northern Santa Fe LLC, 4.45%, 3/15/43		200,000		219,000
Caterpillar Inc., 5.2%, 5/27/41		20,000		23,982
CRH America Inc. (A), 3.875%, 5/18/25		200,000		209,564
Hertz Corp./The, 7.5%, 10/15/18		100,000		101,676
International Lease Finance Corp., 8.875%, 9/1/17		100,000		107,625
Lockheed Martin Corp., 2.9%, 3/1/25		200,000		204,578
Masco Corp., 4.375%, 4/1/26		100,000		103,000
Norfolk Southern Corp., 3.25%, 12/1/21		200,000		209,146
Textron Inc., 3.875%, 3/1/25		200,000		204,632
United Rentals North America Inc., 6.125%, 6/15/23		100,000		103,750
Verisk Analytics Inc., 4%, 6/15/25		200,000		204,670

				1,691,623
Information Technology - 4.7%
Analog Devices Inc., 5.3%, 12/15/45		50,000		58,044
Apple Inc., 2.25%, 2/23/21		200,000		204,450
CDW LLC/CDW Finance Corp., 5%, 9/1/23		50,000		51,206
Cisco Systems Inc., 2.2%, 2/28/21		150,000		153,065
First Data Corp. (A), 6.75%, 11/1/20		100,000		105,000
Fiserv Inc., 2.7%, 6/1/20		200,000		205,093
Intel Corp., 4.9%, 7/29/45		100,000		114,498
Microsoft Corp., 3.5%, 2/12/35		100,000		100,153
Visa Inc., 3.15%, 12/14/25		100,000		104,844

				1,096,353
Materials - 3.3%
Agrium Inc. (B), 3.375%, 3/15/25		200,000		198,417
Alcoa Inc., 5.125%, 10/1/24		50,000		48,688
Dow Chemical Co./The, 4.125%, 11/15/21		200,000		219,589
Packaging Corp. of America, 3.65%, 9/15/24		300,000		301,858

				768,552

See accompanying Notes to Financial Statements.

Madison Funds | April 30, 2016

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

	Par Value		Value (Note 2)

CORPORATE NOTES AND BONDS - continued

Telecommunication Services - 4.7%
AT&T Inc., 5%, 3/1/21	$	300,000	$	335,245
AT&T Inc., 4.75%, 5/15/46		75,000		75,572
Frontier Communications Corp. (A), 11%, 9/15/25		50,000		50,500
Harris Corp., 5.054%, 4/27/45		200,000		216,330
Verizon Communications Inc., 5.15%, 9/15/23		200,000		230,019
Verizon Communications Inc., 4.4%, 11/1/34		200,000		203,828

				1,111,494

Total Corporate Notes and Bonds
(Cost $20,990,109)				21,743,342

LONG TERM MUNICIPAL BONDS - 4.7%
City of Oklahoma City OK Tax Allocation,
Series B, 5%, 3/1/32		200,000		226,800
County of Palm Beach FL Revenue, 5%, 11/1/33		200,000		215,628
County of Pasco FL Water & Sewer Revenue, Series B, 6.76%, 10/1/39		200,000		228,242
Las Vegas Valley Water District, General Obligation, Series A, 7.1%, 6/1/39		200,000		227,738
Orange County Health Facilities Authority Revenue, 5%, 1/1/29		200,000		219,988

Total Long Term Municipal Bonds (Cost $1,097,631)				1,118,396
		Shares

SHORT-TERM INVESTMENTS - 1.7%
State Street Institutional U.S. Government
Money Market Fund, 0.23%, Premier Class		394,906		394,906

Total Short-Term Investments
(Cost $394,906)				394,906

TOTAL INVESTMENTS - 98.7%
(Cost $22,482,646**)				23,256,644

NET OTHER ASSETS AND LIABILITIES - 1.3%				295,614

TOTAL NET ASSETS - 100.0%			$	23,552,258

**		Aggregate cost for Federal tax purposes was $22,482,646.
(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 buyers.”
(B)		Notes and bonds, issued by foreign entities, denominated in U.S. dollars. The aggregate of these securities is 3.3% of total net assets.

MTN		Medium Term Note.
PLC		Public Limited Company.

Madison High Income Fund Portfolio of Investments (unaudited)

	Par Value		Value (Note 2)

CORPORATE NOTES AND BONDS - 91.6%

Consumer Discretionary - 22.5%
Altice Financing S.A. (A) (B), 7.5%, 5/15/26	$	250,000	$	250,312
Cablevision Systems Corp., 5.875%, 9/15/22		100,000		87,000
CCO Holdings LLC/CCO Holdings Capital Corp. (B), 5.875%, 4/1/24		300,000		314,250
DISH DBS Corp., 6.75%, 6/1/21		200,000		206,042
DISH DBS Corp., 5.875%, 11/15/24		100,000		93,850
GameStop Corp. (B), 6.75%, 3/15/21		225,000		221,681
Group 1 Automotive Inc., 5%, 6/1/22		300,000		297,000
LTF Merger Sub Inc. (B), 8.5%, 6/15/23		250,000		245,625
Mediacom LLC/Mediacom Capital Corp., 7.25%, 2/15/22		100,000		104,750
New Red Finance Inc. (A) (B), 6%, 4/1/22		300,000		309,750
Nexteer Automotive Group Ltd. (A) (B), 5.875%, 11/15/21		250,000		256,875
Outfront Media Capital LLC/Outfront Media Capital Corp., 5.625%, 2/15/24		500,000		520,000
Penske Automotive Group Inc., 5.75%, 10/1/22		250,000		258,125
Pinnacle Entertainment Inc., 8.75%, 5/15/20		200,000		206,300
Pinnacle Entertainment Inc. (B), 5.625%, 5/1/24		250,000		249,688
Scientific Games International Inc., 6.25%, 9/1/20		350,000		224,875
Sinclair Television Group Inc., 6.375%, 11/1/21		400,000		423,000
Sirius XM Radio Inc. (B), 4.625%, 5/15/23		250,000		247,500
Univision Communications Inc. (B), 6.75%, 9/15/22		497,000		526,820
Viking Cruises Ltd. (A) (B), 8.5%, 10/15/22		250,000		235,000

				5,278,443
Consumer Staples - 2.0%
Cott Beverages Inc., 5.375%, 7/1/22		250,000		256,875
Dean Foods Co. (B), 6.5%, 3/15/23		200,000		210,000

				466,875
Energy - 6.1%
Archrock Partners L.P./Archrock Partners
Finance Corp., 6%, 10/1/22		250,000		196,250
Devon Energy Corp., 6.3%, 1/15/19		250,000		261,657
Paramount Resources Ltd. (A) (B), 6.875%, 6/30/23		100,000		77,500
QEP Resources Inc., 5.375%, 10/1/22		250,000		236,875
Southern Star Central Corp. (B), 5.125%, 7/15/22		300,000		285,750

Tesoro Logistics L.P./Tesoro Logistics Finance Corp., 6.25%, 10/15/22		100,000		102,500
Unit Corp., 6.625%, 5/15/21		400,000		271,000

				1,431,532
Financials - 7.4%
Ally Financial Inc., 3.75%, 11/18/19		300,000		299,250
Equinix Inc., 5.875%, 1/15/26		100,000		105,812
Geo Group Inc./The, 5.875%, 10/15/24		150,000		153,000
Iron Mountain Inc., 6%, 8/15/23		150,000		159,375
Iron Mountain Inc., 5.75%, 8/15/24		350,000		359,625
Nationstar Mortgage LLC/Nationstar Capital Corp., 6.5%, 7/1/21		300,000		263,250
Quicken Loans Inc. (B), 5.75%, 5/1/25		200,000		188,000
Solera LLC/Solera Finance Inc. (B), 10.5%, 3/1/24		200,000		209,500

				1,737,812
Health Care - 10.9%
Acadia Healthcare Co. Inc., 5.125%, 7/1/22		250,000		253,437
Alere Inc. (B), 6.375%, 7/1/23		200,000		204,000
Centene Corp. (B), 5.625%, 2/15/21		250,000		263,125
CHS/Community Health Systems Inc., 6.875%, 2/1/22		300,000		271,500
Grifols Worldwide Operations Ltd. (A), 5.25%, 4/1/22		250,000		257,500
HCA Inc., 5.875%, 2/15/26		100,000		103,750
Jaguar Holding Co. II/Pharmaceutical Product Development LLC (B), 6.375%, 8/1/23		100,000		103,900
Mallinckrodt International Finance S.A. (A), 4.75%, 4/15/23		300,000		244,623
MPH Acquisition Holdings LLC (B), 6.625%, 4/1/22		250,000		261,040
Prospect Medical Holdings Inc. (B), 8.375%, 5/1/19		400,000		412,500
Valeant Pharmaceuticals International Inc. (A) (B), 5.625%, 12/1/21		200,000		169,500

				2,544,875
Industrials - 12.6%
ACCO Brands Corp., 6.75%, 4/30/20		200,000		212,000
Aircastle Ltd. (A), 5%, 4/1/23		100,000		101,816
Avis Budget Car Rental LLC/Avis Budget Finance Inc. (B), 5.25%, 3/15/25		250,000		229,375
Bombardier Inc. (A) (B), 6.125%, 1/15/23		175,000		152,250
Brand Energy & Infrastructure Services Inc. (B) (C), 8.5%, 12/1/21		250,000		236,250
GCP Applied Technologies Inc. (B), 9.5%, 2/1/23		100,000		109,500
Hertz Corp./The, 6.75%, 4/15/19		400,000		407,092
Hertz Corp./The, 5.875%, 10/15/20		100,000		101,551
Manitowoc Foodservice Inc. (B), 9.5%, 2/15/24		200,000		221,000
Nielsen Finance LLC/Nielsen Finance Co. (B), 5%, 4/15/22		200,000		204,000
Nortek Inc., 8.5%, 4/15/21		250,000		260,000
Prime Security Services Borrower LLC/Prime Finance Inc. (B), 9.25%, 5/15/23		125,000		129,687
Standard Industries Inc. (B), 5.375%, 11/15/24		250,000		260,625
Summit Materials LLC/Summit Materials Finance Corp. (B), 8.5%, 4/15/22		250,000		265,000
United Rentals North America Inc., 8.25%, 2/1/21		69,000		71,933

				2,962,079
Information Technology - 10.3%
Alliance Data Systems Corp. (B), 6.375%, 4/1/20		400,000		411,000
Belden Inc. (B), 5.5%, 9/1/22		500,000		505,000
Diebold Inc. (B), 8.5%, 4/15/24		250,000		253,125
Hughes Satellite Systems Corp., 7.625%, 6/15/21		150,000		166,875
Micron Technology Inc. (B), 5.25%, 1/15/24		125,000		100,312
ViaSat Inc., 6.875%, 6/15/20		370,000		382,025
Western Digital Corp. (B), 7.375%, 4/1/23		400,000		403,750
Western Digital Corp. (B), 10.5%, 4/1/24		200,000		194,500

				2,416,587

See accompanying Notes to Financial Statements.

Madison Funds | April 30, 2016

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

	Par Value		Value (Note 2)

CORPORATE NOTES AND BONDS - continued

Materials - 4.6%
Ardagh Packaging Finance PLC/Ardagh
Holdings USA Inc. (A) (B), 9.125%, 10/15/20	$	400,000	$	420,500
Berry Plastics Corp., 5.5%, 5/15/22		275,000		283,766
Rayonier AM Products Inc. (B), 5.5%, 6/1/24		450,000		380,250

				1,084,516
Telecommunication Services - 5.6%
Altice S.A. (A) (B), 7.625%, 2/15/25		250,000		241,563
CenturyLink Inc., 7.5%, 4/1/24		500,000		501,250
GCI Inc., 6.875%, 4/15/25		150,000		151,500
Intelsat Jackson Holdings S.A. (A) (B), 8%, 2/15/24		100,000		103,500
T-Mobile USA Inc., 6.633%, 4/28/21		200,000		210,750
T-Mobile USA Inc., 6.5%, 1/15/26		100,000		106,000

				1,314,563
Utilities - 9.6%
AES Corp./VA, 5.5%, 3/15/24		400,000		405,000
AmeriGas Finance LLC/AmeriGas Finance
Corp., 7%, 5/20/22		400,000		422,500
Calpine Corp., 5.5%, 2/1/24		250,000		252,500
Dynegy Inc., 7.625%, 11/1/24		150,000		146,625
Ferrellgas L.P./Ferrellgas Finance Corp., 6.75%, 1/15/22		400,000		383,000
NRG Energy Inc., 8.25%, 9/1/20		200,000		207,000
NRG Energy Inc., 6.25%, 5/1/24		200,000		195,000
Talen Energy Supply LLC (B), 4.625%, 7/15/19		250,000		232,500

				2,244,125

Total Corporate Notes and Bonds
(Cost $21,671,277)				21,481,407

		Shares

SHORT-TERM INVESTMENTS - 7.9%
State Street Institutional U.S. Government
Money Market Fund, 0.23%, Premier Class		1,861,625		1,861,625


Total Short-Term Investments
(Cost $1,861,625)				1,861,625


TOTAL INVESTMENTS - 99.5%
(Cost $23,532,902**)				23,343,032

NET OTHER ASSETS AND LIABILITIES - 0.5%				115,172

TOTAL NET ASSETS - 100.0%			$	23,458,204

**		Aggregate cost for Federal tax purposes was $23,532,902.
(A)		Notes and bonds, issued by foreign entities, denominated in U.S. dollars. The aggregate of these securities is 12.0% of total net assets.
(B)		Security sold within terms of a private placement memorandum exempt from registration under section 144A of the Securities Act of 1933, as amended, and may be sold only to dealers in that program or other “qualified institutional buyers.”
(C)		Illiquid security (See Note 2).
PLC		Public Limited Company.

Madison Diversified Income Fund Portfolio of Investments (unaudited)

	Shares		Value (Note 2)

COMMON STOCKS - 54.2%

Consumer Discretionary - 4.9%
Home Depot Inc./The		14,800	$	1,981,572
McDonald’s Corp.		23,500		2,972,515
Omnicom Group Inc.		17,000		1,410,490
Tiffany & Co.		12,500		891,875

				7,256,452
Consumer Staples - 7.1%
Coca-Cola Co./The		33,000		1,478,400
Hershey Co./The		17,500		1,629,425
JM Smucker Co./The		15,500		1,968,190
Nestle S.A., ADR		26,700		1,991,019
PepsiCo Inc.		15,000		1,544,400
Procter & Gamble Co./The		25,000		2,003,000

				10,614,434
Energy - 4.4%
Chevron Corp.		17,700		1,808,586
Exxon Mobil Corp.		33,500		2,961,400
Schlumberger Ltd.		22,500		1,807,650

				6,577,636
Financials - 8.5%
BB&T Corp.		33,500		1,185,230
CME Group Inc.		16,200		1,488,942
Northern Trust Corp.		16,000		1,137,280
PNC Financial Services Group Inc./The		10,000		877,800
Travelers Cos. Inc./The		31,500		3,461,850
US Bancorp		51,500		2,198,535
Wells Fargo & Co.		47,000		2,349,060

				12,698,697
Health Care - 7.6%
Amgen Inc.		7,500		1,187,250
Johnson & Johnson		31,000		3,474,480
Medtronic PLC		22,100		1,749,215
Merck & Co. Inc.		35,000		1,919,400
Pfizer Inc.		90,000		2,943,900

				11,274,245
Industrials - 9.3%
3M Co.		10,500		1,757,490
Boeing Co./The		12,700		1,711,960
Emerson Electric Co.		18,000		983,340
General Electric Co.		82,500		2,536,875
Union Pacific Corp.		13,000		1,133,990
United Parcel Service Inc., Class B		19,800		2,080,386
United Technologies Corp.		18,500		1,930,845
Waste Management Inc.		28,000		1,646,120

				13,781,006
Information Technology - 7.1%
Accenture PLC, Class A		19,000		2,145,480
Automatic Data Processing Inc.		10,000		884,400
Cisco Systems Inc.		48,000		1,319,520
Linear Technology Corp.		33,000		1,467,840
Microsoft Corp.		58,000		2,892,460
Texas Instruments Inc.		31,000		1,768,240

				10,477,940
Materials - 1.1%
Praxair Inc.		14,000		1,644,440


Telecommunication Service - 1.8%
Verizon Communications Inc.		52,000		2,648,880


Utilities - 2.4%
Duke Energy Corp.		26,500		2,087,670
NextEra Energy Inc.		13,000		1,528,540

				3,616,210

Total Common Stocks
(Cost $61,695,497)				80,589,940
		Par Value

ASSET BACKED SECURITIES - 1.3%
ABSC Long Beach Home Equity Loan Trust,
Series 2000-LB1, Class AF5 (A), 8.55%, 9/21/30	$	98,971		103,153
Ally Master Owner Trust, Series 2014-4, Class A2, 1.43%, 6/17/19		225,000		224,952
CNH Equipment Trust, Series 2014-A, Class A3, 0.84%, 5/15/19		102,019		101,892
Ford Credit Auto Owner Trust, Series 2014- A, Class A3, 0.79%, 5/15/18		101,577		101,535
Hyundai Auto Receivables Trust, Series
2014-A, Class A3, 0.79%, 7/16/18		57,591		57,575
Mercedes-Benz Auto Lease Trust, Series
2014-A, Class A4, 0.9%, 12/16/19		320,204		320,196
Santander Drive Auto Receivables Trust,
Series 2013-3 Class B, 1.19%, 5/15/18		24,862		24,862
Santander Drive Auto Receivables Trust,
Series 2012-5, Class D, 3.3%, 9/17/18		250,000		253,420
Santander Drive Auto Receivables Trust,
Series 2013-5, Class C, 2.25%, 6/17/19		250,000		251,406
Santander Drive Auto Receivables Trust,
Series 2013-4, Class C, 3.25%, 1/15/20		275,000		278,182
Volkswagen Auto Lease Trust, Series 2014-
A, Class A3, 0.8%, 4/20/17				60,252
Volvo Financial Equipment LLC, Series		60,305
2014-1A, Class A3 (B), 0.82%, 4/16/18		90,368		90,195


Total Asset Backed Securities
(Cost $1,866,702)				1,867,620

COLLATERALIZED MORTGAGE
OBLIGATIONS - 1.0%
Fannie Mae REMICS, Series 2011-31, Class
DB, 3.5%, 4/25/31		200,000		214,782
Fannie Mae REMICS, Series 2011-36, Class
QB, 4%, 5/25/31		250,000		274,102
Fannie Mae REMICS, Series 2005-79, Class
LT, 5.5%, 9/25/35		137,778		156,265
Fannie Mae REMICS, Series 2016-21, Class
BA, 3%, 3/25/42		395,072		409,360
Freddie Mac REMICS, Series 3825, Class
CB, 3.5%, 3/15/26		406,565		435,271


Total Collateralized Mortgage
Obligations (Cost $1,488,533)				1,489,780

CORPORATE NOTES AND BONDS - 14.8%

Consumer Discretionary - 3.1%
Advance Auto Parts Inc., 4.5%, 12/1/23		500,000		530,754
Amazon.com Inc., 3.3%, 12/5/21		200,000		215,211
CCO Safari II LLC (B), 4.464%, 7/23/22		400,000		425,296
ERAC USA Finance LLC (B), 6.7%, 6/1/34		150,000		189,795
Ford Motor Credit Co. LLC, MTN, 2.943%, 1/8/19		300,000		307,308

See accompanying Notes to Financial Statements.

Madison Funds | April 30, 2016

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

	Par Value		Value (Note 2)

CORPORATE NOTES AND BONDS - continued

Consumer Discretionary - continued
GameStop Corp. (B), 6.75%, 3/15/21	$	100,000	$	98,525
General Motors Financial Co. Inc., 4.2%, 3/1/21		300,000		316,153
GLP Capital L.P. / GLP Financing II Inc., 4.875%, 11/1/20		125,000		131,875
Lennar Corp., 4.75%, 4/1/21		150,000		156,225
McDonald’s Corp., MTN, 4.875%, 12/9/45		300,000		339,017
Newell Brands Inc., 5.5%, 4/1/46		450,000		500,648
Omnicom Group Inc., 3.6%, 4/15/26		350,000		364,400
Royal Caribbean Cruises Ltd. (C), 7.25%, 6/15/16		400,000		402,360
Time Warner Inc., 4.75%, 3/29/21		400,000		447,010
Walgreens Boots Alliance Inc., 4.5%, 11/18/34		155,000		154,728

				4,579,305
Consumer Staples - 0.6%
Anheuser-Busch InBev Finance Inc., 4.9%, 2/1/46		100,000		113,406
Coca-Cola Co./The, 2.45%, 11/1/20		500,000		521,876
CVS Health Corp., 5.125%, 7/20/45		250,000		292,162

				927,444
Energy - 2.4%
Antero Resources Corp., 5.625%, 6/1/23		150,000		145,500
BP Capital Markets PLC (C), 3.119%, 5/4/26		200,000		201,368
ConocoPhillips Co., 4.15%, 11/15/34		500,000		479,548
Energy Transfer Partners L.P., 5.2%, 2/1/22		200,000		202,055
Enterprise Products Operating LLC, 5.2%, 9/1/20		450,000		495,045
Enterprise Products Operating LLC, 3.75%, 2/15/25		300,000		309,557
Exxon Mobil Corp., 4.114%, 3/1/46		225,000		239,707
Hess Corp., 7.875%, 10/1/29		150,000		169,903
Marathon Oil Corp., 6%, 10/1/17		300,000		311,873
Phillips 66, 4.65%, 11/15/34		500,000		527,152
Schlumberger Holdings Corp. (B), 4%, 12/21/25		300,000		320,432
Williams Partners L.P. / ACMP Finance Corp., 4.875%, 5/15/23		250,000		229,450

				3,631,590
Financials - 2.2%
Air Lease Corp., 3.75%, 2/1/22		300,000		303,063
American Express Credit Corp., MTN, 2.375%, 3/24/17		90,000		91,099
Berkshire Hathaway Inc., 3.125%, 3/15/26		100,000		104,137
Capital One Financial Corp., 2.45%, 4/24/19		200,000		202,298
Fifth Third Bancorp, 2.3%, 3/1/19		275,000		276,521
Glencore Funding LLC (B), 3.125%, 4/29/19		265,000		253,075
Goldman Sachs Group Inc./The, 5.75%, 1/24/22		500,000		575,444
Huntington National Bank/The, 2.2%, 4/1/19		400,000		399,432
Morgan Stanley, MTN, 3.875%, 1/27/26		100,000		103,764
Morgan Stanley, 4.3%, 1/27/45		250,000		253,888
New York Life Global Funding (B), 1.95%, 2/11/20		300,000		300,953
Synchrony Financial, 3.75%, 8/15/21		250,000		257,314
Welltower Inc., 4.5%, 1/15/24		200,000		211,008

				3,331,996
Health Care - 1.8%
AbbVie Inc., 2%, 11/6/18		300,000		302,663
Actavis Funding SCS (C), 4.75%, 3/15/45		150,000		151,729
Amgen Inc., 5.85%, 6/1/17		1,050,000		1,102,179
Express Scripts Holding Co., 3.3%, 2/25/21		200,000		206,383
HCA Inc., 3.75%, 3/15/19		150,000		154,125
Merck Sharp & Dohme Corp., 5.75%, 11/15/36		220,000		271,583
Prospect Medical Holdings Inc. (B), 8.375%, 5/1/19		50,000		51,563
UnitedHealth Group Inc., 2.875%, 3/15/23		400,000		410,995

				2,651,220
Industrials - 1.3%
Burlington Northern Santa Fe LLC,
8.125%, 4/15/20		175,000		214,498
Caterpillar Inc., 3.9%, 5/27/21		450,000		494,841
Danaher Corp., 3.9%, 6/23/21		450,000		490,664
International Lease Finance Corp., 8.875%, 9/1/17		150,000		161,437
Masco Corp., 4.375%, 4/1/26		150,000		154,500
Norfolk Southern Corp., 5.59%, 5/17/25		239,000		288,189
United Rentals North America Inc., 4.625%, 7/15/23		150,000		149,438

				1,953,567
Information Technology - 1.9%
Analog Devices Inc., 5.3%, 12/15/45		225,000		261,200
Apple Inc., 2.4%, 5/3/23		450,000		451,989
Broadridge Financial Solutions Inc., 3.95%, 9/1/20		450,000		475,568
Cisco Systems Inc., 2.2%, 2/28/21		325,000		331,640
Fiserv Inc., 2.7%, 6/1/20		250,000		256,366
Hewlett-Packard Enterprise Co. (B), 6.35%, 10/15/45		175,000		174,476
Intel Corp., 4.9%, 7/29/45		250,000		286,246
International Business Machines Corp., 1.875%, 8/1/22		400,000		396,667
Thomson Reuters Corp. (C), 4.3%, 11/23/23		225,000		241,780

				2,875,932
Materials - 0.2%
WestRock MWV LLC, 8.2%, 1/15/30		175,000		225,778


Telecommunication Services - 1.1%
AT&T Inc., 4.75%, 5/15/46		200,000		201,524
Comcast Cable Communications Holdings Inc., 9.455%, 11/15/22		415,000		588,011
Frontier Communications Corp. (B), 11%, 9/15/25		75,000		75,750
Harris Corp., 5.054%, 4/27/45		250,000		270,413
Verizon Communications Inc., 5.15%, 9/15/23		400,000		460,037

				1,595,735
Utilities - 0.2%
Interstate Power & Light Co., 6.25%, 7/15/39		175,000		230,768


Total Corporate Notes and Bonds
(Cost $ 20,884,385)				22,003,335

LONG TERM MUNICIPAL BONDS - 3.9%
County of Clark NV, General Obligation, Series C, 7%, 7/1/38		500,000		590,790
County of Pasco FL Water & Sewer Revenue, Series B, 6.76%, 10/1/39		500,000		570,605
County of Pima AZ, Series B, 3.325%, 12/1/25		500,000		495,525
Los Angeles Department of Water & Power Revenue, 6.166%, 7/1/40		500,000		571,510
Metropolitan Transportation Authority Revenue, 6.548%, 11/15/31		325,000		429,429
Metropolitan Water District of Southern California Revenue, Series D, 6.538%, 7/1/39		500,000		562,385
New York City Transitional Finance Authority Future Tax Secured Revenue, 6.267%, 8/1/39		500,000		556,245
Northside Independent School District, General Obligation, Series B, (PSF-GTD), 5.741%, 8/15/35		325,000		356,223
Rancho Water District Financing Authority Revenue, Series A, 6.337%, 8/1/40		350,000		397,362
State of Iowa Revenue, 6.75%, 6/1/34		250,000		285,965
State of Michigan Revenue, Series B, 7.625%, 9/15/27		250,000		284,190
University of Massachusetts Building Authority Revenue, 6.573%, 5/1/39		500,000		555,950
Washington County School District #1 West Union, General Obligation, 4.355%, 6/30/34		200,000		209,870


Total Long Term Municipal Bonds
(Cost $5,842,686)				5,866,049

MORTGAGE BACKED SECURITIES - 8.8%

Fannie Mae - 5.5%
6%, 5/1/16 Pool # 582558		43		43
3.5%, 8/1/26 Pool # AL0787		258,596		273,761
3%, 5/1/27 Pool # AL1715		316,973		331,923
3.5%, 8/1/29 Pool # MA2003		277,247		293,393
3%, 9/1/30 Pool # 890696		306,479		321,171
7%, 11/1/31 Pool # 607515		10,010		11,383
3.5%, 12/1/31 Pool # MA0919		497,153		526,003
7%, 5/1/32 Pool # 644591		2,708		3,033
5.5%, 10/1/33 Pool # 254904		76,657		86,693
7%, 7/1/34 Pool # 792636		5,100		5,318
4%, 2/1/35 Pool # MA2177		546,909		589,536
5%, 8/1/35 Pool # 829670		69,086		76,567
5%, 9/1/35 Pool # 820347		92,129		103,977
5%, 9/1/35 Pool # 835699		81,526		92,040
5%, 12/1/35 Pool # 850561		32,360		35,869
6%, 9/1/36 Pool # 831741		78,489		89,369
5.5%, 9/1/36 Pool # 831820		145,608		166,795
5.5%, 10/1/36 Pool # 901723		62,149		69,498
5.5%, 12/1/36 Pool # 903059		119,612		136,580
4.5%, 7/1/41 Pool # AB3274		264,223		289,473
5.5%, 7/1/41 Pool # AL6588		274,378		309,163
3.5%, 6/1/42 Pool # AO4134		392,608		413,141
4%, 6/1/42 Pool # MA1087		311,466		333,648
3.5%, 8/1/42 Pool # AO8100		273,348		286,968
3.5%, 8/1/42 Pool # AP2133		294,337		309,015
3%, 2/1/43 Pool # AB8486		401,526		412,559
3%, 2/1/43 Pool # AB8563		240,353		246,951
3%, 2/1/43 Pool # AL3072		386,601		397,854
3%, 3/1/43 Pool # AB8818		400,207		411,194
3.5%, 3/1/43 Pool # AT0310		236,797		248,604
4%, 1/1/45 Pool # AS4257		213,418		228,500
4%, 1/1/45 Pool # MA2145		568,954		607,775
4.5%, 2/1/45 Pool # MA2193		401,438		438,869

				8,146,666
Freddie Mac - 3.3%
8%, 6/1/30 Pool # C01005		1,839		2,325
6.5%, 1/1/32 Pool # C62333		42,583		48,760
5%, 10/1/39 Pool # G60465		633,141		700,951
3.5%, 11/1/40 Pool # G06168		426,430		447,355
4.5%, 9/1/41 Pool # Q03516		251,000		274,096
4%, 10/1/41 Pool # Q04092		327,810		352,541

See accompanying Notes to Financial Statements.

Madison Funds | April 30, 2016

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

	Par Value		Value (Note 2)

MORTGAGE BACKED SECURITIES - continued

Freddie Mac - continued
3%, 8/1/42 Pool # G08502	$	350,965	$	360,200
3%, 9/1/42 Pool # C04233		361,019		370,519
3%, 4/1/43 Pool # V80025		406,694		417,394
3%, 4/1/43 Pool # V80026		401,402		411,963
3.5%, 8/1/44 Pool # Q27927		641,046		674,188
4%, 5/1/45 Pool # G08642		353,191		377,479
3.5%, 8/1/45 Pool # Q35614		481,971		506,418

				4,944,189
Ginnie Mae - 0.0%
6.5%, 2/20/29 Pool # 2714		20,271		24,069
6.5%, 4/20/31 Pool # 3068		11,449		13,766

				37,835


Total Mortgage Backed Securities
(Cost $12,934,957)				13,128,690

U.S. GOVERNMENT AND AGENCY

OBLIGATIONS - 10.3%

U.S. Treasury Bonds - 1.4%
6.625%, 2/15/27		860,000		1,261,009
3.000%, 5/15/42		500,000		538,203
2.500%, 2/15/45		250,000		241,523

				2,040,735
U.S. Treasury Notes - 8.9%
4.250%, 11/15/17		1,000,000		1,053,828
3.875%, 5/15/18		750,000		797,578
1.500%, 12/31/18		750,000		762,392
3.125%, 5/15/19		1,000,000		1,066,055
1.625%, 8/31/19		2,000,000		2,040,782
3.375%, 11/15/19		2,000,000		2,161,718
2.000%, 7/31/20		750,000		774,698
2.625%, 11/15/20		2,000,000		2,120,860
1.750%, 5/15/22		1,600,000		1,624,125
2.500%, 8/15/23		750,000		796,084

				13,198,120


Total U.S. Government and Agency
Obligations (Cost $14,636,411)				15,238,855

		Shares

SHORT-TERM INVESTMENTS - 4.4%
State Street Institutional U.S. Government
Money Market Fund, 0.23%, Premier Class		6,585,446		6,585,446


Total Short-Term Investments
(Cost $6,585,446)				6,585,446



TOTAL INVESTMENTS - 99.8%
(Cost $127,530,929**)				148,355,113

NET OTHER ASSETS AND LIABILITIES - 0.2%				301,271

TOTAL NET ASSETS - 100.0%			$	148,656,384

**		Aggregate cost for Federal tax purposes was $127,703,658.
(A)		Floating rate or variable rate note. Rate shown is as of April 30, 2016.
(B)		Security sold within terms of a private placement memorandum exempt from registration under section 144A of the Securities Act of 1933, as amended, and may be sold only to dealers in that program or other “qualified institutional buyers.”
(C)		Notes and bonds, issued by foreign entities, denominated in U.S. dollars. The aggregate of these securities is 0.7% of total net assets.

ADR		American Depositary Receipt
MTN		Medium Term Note
PLC		Public Limited Company.
PSF-GTD		Permanent School Fund Guaranteed

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

	Shares		Value (Note 2)

COMMON STOCKS - 73.9%

Consumer Discretionary - 11.1%
CarMax Inc.* (A)		31,400	$	1,662,630
CBS Corp., Class B (A)		41,300		2,309,083
Discovery Communications Inc., Class A* (A)		33,800		923,078
Discovery Communications Inc., Class C* (A)		12,000		321,360
Johnson Controls Inc. (A)		37,800		1,564,920
Nordstrom Inc. (A)		34,300		1,753,759
Starbucks Corp.		23,400		1,315,782

				9,850,612
Consumer Staples - 4.9%
Costco Wholesale Corp. (A)		8,500		1,259,105
Diageo PLC, ADR (A)		15,700		1,700,781
Hershey Co./The (A)		15,200		1,415,272

				4,375,158
Energy - 9.5%
Apache Corp. (A)		39,000		2,121,600
Baker Hughes Inc. (A)		36,300		1,755,468
California Resources Corp.		2,686		5,909
EOG Resources Inc. (A)		12,000		991,440
Occidental Petroleum Corp. (A)		28,700		2,199,855
Schlumberger Ltd. (A)		17,300		1,389,882

				8,464,154
Financials - 9.4%
American Tower Corp. (A)		8,100		849,528
PNC Financial Services Group Inc./The (A)		21,700		1,904,826
Progressive Corp./The (A)		52,300		1,704,980
State Street Corp. (A)		29,000		1,806,700
T. Rowe Price Group Inc. (A)		27,800		2,093,062

				8,359,096
Health Care - 14.0%
Agilent Technologies Inc. (A)		27,100		1,108,932
Biogen Inc.* (A)		7,300		2,007,427
Cerner Corp.* (A)		39,700		2,228,758
Express Scripts Holding Co.* (A)		27,100		1,998,083
Gilead Sciences Inc.		17,900		1,578,959
McKesson Corp. (A)		10,500		1,762,110
Varian Medical Systems Inc.* (A)		21,500		1,745,370

				12,429,639
Industrials - 7.0%
Jacobs Engineering Group Inc.* (A)		47,500		2,117,550
PACCAR Inc. (A)		21,000		1,237,110
United Technologies Corp. (A)		27,100		2,828,427

				6,183,087
Information Technology - 15.3%
Alphabet Inc., Class C* (A)		1,900		1,316,719
Apple Inc.		28,600		2,680,964
EMC Corp.		60,900		1,590,099
Linear Technology Corp. (A)		39,300		1,748,064
Microsoft Corp. (A)		32,600		1,625,762
Nuance Communications Inc.*		11,000		188,980
Oracle Corp. (A)		38,200		1,522,652
QUALCOMM Inc. (A)		31,100		1,571,172
Visa Inc., Class A (A)		17,700		1,367,148

				13,611,560
Telecommunication Service - 2.7%
T-Mobile U.S. Inc.* (A)		61,600		2,419,648


Total Common Stocks
(Cost $72,648,233)				65,692,954

EXCHANGE TRADED FUNDS - 4.6%
SPDR S&P 500 ETF Trust		10,000		2,063,000
Vanguard Total Stock Market ETF (A)		19,000		2,004,690


Total Exchange Traded Funds
(Cost $4,110,770)				4,067,690

U.S. GOVERNMENT AND AGENCY OBLIGATIONS - 5.6%
U.S. Treasury Bill (B) (C), 0.324%, 5/26/16		5,000,000		4,998,891


Total U.S. Government and Agency
Obligations (Cost $4,998,891)				4,998,891
		Shares

SHORT-TERM INVESTMENTS - 22.5%
State Street Institutional U.S. Government
Money Market Fund, 0.23%,
Premier Class		19,988,128		19,988,128


Total Short-Term Investments
(Cost $19,988,128)				19,988,128


TOTAL INVESTMENTS - 106.6%
(Cost $101,746,022**)				94,747,663

NET OTHER ASSETS AND LIABILITIES - (3.9%)				(3,440,679	)

TOTAL CALL & PUT OPTIONS WRITTEN - (2.7%)				(2,393,402	)

TOTAL NET ASSETS - 100.0%			$	88,913,582

*		Non-income producing.
**		Aggregate cost for Federal tax purposes was $95,218,468.
(A)		All or a portion of these securities’ positions represent covers (directly or through conversion rights) for outstanding options written.
(B)		All or a portion of these securities are segregated as collateral for put options written. As of April 30, 2016, the total amount segregated was $4,998,891.
(C)		Rate noted represents annualized yield at time of purchase.
ADR		American Depositary Receipt.
ETF		Exchange Traded Fund.
PLC		Public Limited Company.

See accompanying Notes to Financial Statements.

Madison Funds | April 30, 2016

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

	Contracts
	(100 shares			Strike		Value
Call Options Written	per contract)	Expiration		Price		(Note 2)
Agilent Technologies Inc.	257	May 2016	$	40.00	$	42,662
Alphabet Inc., Class C	19	June 2016		725.00		16,530
American Tower Corp.	81	July 2016		100.00		54,270
Apache Corp.	193	May 2016		52.50		66,103
Apache Corp.	197	June 2016		60.00		25,216
Baker Hughes Inc.	33	June 2016		50.00		9,190
Biogen Inc.	39	May 2016		280.00		26,130
Biogen Inc.	34	June 2016		280.00		41,140
CarMax Inc.	114	May 2016		55.00		9,120
CarMax Inc.	200	July 2016		57.50		31,500
CBS Corp., Class B	137	May 2016		55.00		28,702
CBS Corp., Class B	218	June 2016		55.00		57,116
CBS Corp., Class B	58	June 2016		57.50		8,207
Cerner Corp.	105	May 2016		55.00		28,088
Cerner Corp.	192	June 2016		55.00		58,560
Cerner Corp.	15	June 2016		57.50		2,662
Cerner Corp.	58	June 2016		60.00		5,220
Costco Wholesale Corp.	85	July 2016		155.00		17,340
Diageo PLC	30	May 2016		110.00		3,075
Diageo PLC	50	July 2016		110.00		15,000
Diageo PLC	77	July 2016		115.00		9,625
Discovery Communications Inc.	112	June 2016		30.00		5,040
Discovery Communications Inc.	226	July 2016		30.00		14,690
EOG Resources Inc.	120	May 2016		80.00		54,000
Express Scripts Holding Co.	104	May 2016		70.00		46,280
Express Scripts Holding Co.	104	May 2016		75.00		10,920
Express Scripts Holding Co.	63	June 2016		75.00		11,812
Hershey Co./The	152	May 2016		85.00		112,480
Jacobs Engineering Group Inc.	28	May 2016		42.50		7,910
Jacobs Engineering Group Inc.	200	July 2016		42.50		66,000
Jacobs Engineering Group Inc.	247	July 2016		45.00		45,078
Johnson Controls Inc.	93	July 2016		40.00		21,622
Linear Technology Corp.	195	May 2016		42.00		48,263
Linear Technology Corp.	198	May 2016		44.00		21,285
McKesson Corp.	74	May 2016		170.00		26,270
McKesson Corp.	31	June 2016		185.00		3,022
Microsoft Corp.	202	May 2016		55.00		505
Microsoft Corp.	124	June 2016		55.00		1,240
Nordstrom Inc.	128	June 2016		55.00		13,824
Nordstrom Inc.	215	July 2016		55.00		28,058
Occidental Petroleum Corp.	70	May 2016		67.50		64,575
Occidental Petroleum Corp.	217	May 2016		75.00		66,619
Oracle Corp.	224	June 2016		41.00		18,032
Oracle Corp.	129	July 2016		41.00		13,029
PACCAR Inc.	125	May 2016		48.60		127,500
PACCAR Inc.	85	May 2016		55.00		35,700
PNC Financial Services Group Inc./The	100	May 2016		85.00		35,250
PNC Financial Services Group Inc./The	117	May 2016		87.50		21,001
Progressive Corp./The	223	May 2016		31.00		36,795
Progressive Corp./The	300	May 2016		32.00		28,500
QUALCOMM Inc.	154	July 2016		52.50		15,708
Schlumberger Ltd.	93	May 2016		75.00		53,708
Schlumberger Ltd.	80	August 2016		80.00		34,400
State Street Corp.	100	May 2016		57.50		49,750
State Street Corp.	156	May 2016		60.00		46,488
T-Mobile U.S. Inc.	80	May 2016		39.50		7,960
T-Mobile U.S. Inc.	80	May 2016		40.00		5,840
T-Mobile U.S. Inc.	155	June 2016		40.00		19,452
T-Mobile U.S. Inc.	105	June 2016		41.00		9,187
T. Rowe Price Group Inc.	140	May 2016		75.00		24,150
T. Rowe Price Group Inc.	138	July 2016		75.00		38,985
United Technologies Corp.	131	May 2016		90.00		185,038
United Technologies Corp.	140	May 2016		92.50		164,500
Vanguard Total Stock Market ETF	190	June 2016		105.00		47,025
Varian Medical Systems Inc.	110	May 2016		80.00		24,200
Varian Medical Systems Inc.	94	June 2016		85.00		7,050
Visa Inc., Class A	177	May 2016		75.00		52,835

Total Call Options Written ( Premiums received $1,799,661 )					$	2,327,032

Put Options Written
EOG Resources Inc.	115	June 2016		80.00		34,443
Visa Inc., Class A	135	June 2016		77.50		31,927

Total Put Options Written ( Premiums received $55,896 )						66,370

Total Options Written, at Value ( Premiums received $1,855,557 )					$	2,393,402

Madison Dividend Income Fund Portfolio of Investments (unaudited)

	Shares		Value (Note 2)

COMMON STOCKS - 95.0%

Consumer Discretionary - 8.8%
Home Depot Inc./The		16,000	$	2,142,240
McDonald’s Corp.		24,500		3,099,005
Omnicom Group Inc.		18,500		1,534,945
Tiffany & Co.		14,000		998,900

				7,775,090
Consumer Staples - 12.5%
Coca-Cola Co./The		35,000		1,568,000
Hershey Co./The		19,000		1,769,090
JM Smucker Co./The		16,000		2,031,680
Nestle S.A., ADR		27,000		2,013,390
PepsiCo Inc.		15,500		1,595,880
Procter & Gamble Co./The		25,800		2,067,096

				11,045,136
Energy - 7.9%
Chevron Corp.		18,500		1,890,330
Exxon Mobil Corp.		35,500		3,138,200
Schlumberger Ltd.		24,500		1,968,330

				6,996,860
Financials - 14.4%
BB&T Corp.		34,500		1,220,610
CME Group Inc.		17,000		1,562,470
Northern Trust Corp.		15,500		1,101,740
PNC Financial Services Group Inc./The		10,500		921,690
Travelers Cos. Inc./The		31,500		3,461,850
US Bancorp		50,500		2,155,845
Wells Fargo & Co.		46,000		2,299,080

				12,723,285
Health Care - 13.0%
Amgen Inc.		7,500		1,187,250
Johnson & Johnson		32,500		3,642,600
Medtronic PLC		23,000		1,820,450
Merck & Co. Inc.		35,000		1,919,400
Pfizer Inc.		89,500		2,927,545

				11,497,245
Industrials - 16.5%
3M Co.		11,500		1,924,870
Boeing Co./The		13,500		1,819,800
Emerson Electric Co.		19,500		1,065,285
General Electric Co.		86,000		2,644,500
Union Pacific Corp.		13,500		1,177,605
United Parcel Service Inc., Class B		21,000		2,206,470
United Technologies Corp.		19,500		2,035,215
Waste Management Inc.		28,500		1,675,515

				14,549,260
Information Technology - 12.6%
Accenture PLC, Class A		20,500		2,314,860
Automatic Data Processing Inc.		11,000		972,840

See accompanying Notes to Financial Statements.

Madison Funds | April 30, 2016

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

	Shares		Value (Note 2)

COMMON STOCKS - continued

Information Technology - continued
Cisco Systems Inc.		54,000	$	1,484,460
Linear Technology Corp.		33,500		1,490,080
Microsoft Corp.		61,000		3,042,070
Texas Instruments Inc.		32,000		1,825,280

				11,129,590
Materials - 1.9%
Praxair Inc.		14,700		1,726,662


Telecommunication Service - 3.1%
Verizon Communications Inc.		53,000		2,699,820


Utilities - 4.3%
Duke Energy Corp.		27,000		2,127,060
NextEra Energy Inc.		14,000		1,646,120

				3,773,180


Total Common Stocks
(Cost $78,889,309)				83,916,128

SHORT-TERM INVESTMENTS - 4.8%
State Street Institutional U.S. Government
Money Market Fund, 0.23%, Premier Class		4,258,271		4,258,271


Total Short-Term Investments
(Cost $4,258,271)				4,258,271


TOTAL INVESTMENTS - 99.8%
(Cost $83,147,580**)				88,174,399

NET OTHER ASSETS AND LIABILITIES - 0.2%				215,221

TOTAL NET ASSETS - 100.0%			$	88,389,620

**		Aggregate cost for Federal tax purposes was $83,193,459.
ADR		American Depositary Receipt.
PLC		Public Limited Company.

Madison Large Cap Value Fund Portfolio of Investments (unaudited)

	Shares		Value (Note 2)

COMMON STOCKS - 92.7%

Consumer Discretionary - 6.4%
Mattel Inc.		106,500	$	3,311,085
McDonald’s Corp.		30,500		3,857,945

				7,169,030
Consumer Staples - 9.1%
General Mills Inc.		47,000		2,882,980
JM Smucker Co./The		31,000		3,936,380
Procter & Gamble Co./The		43,000		3,445,160

				10,264,520
Energy - 12.7%
Apache Corp.		27,500		1,496,000
Baker Hughes Inc.		25,500		1,233,180
Chevron Corp.		22,200		2,268,396
Exxon Mobil Corp.		57,500		5,083,000
Occidental Petroleum Corp.		55,500		4,254,075

				14,334,651
Financials - 27.3%

Capital Markets - 1.7%
Bank of New York Mellon Corp./The		46,500		1,871,160


Commercial Banks - 7.6%
Citigroup Inc.		31,000		1,434,680
US Bancorp		72,000		3,073,680
Wells Fargo & Co.		81,000		4,048,380

				8,556,740
Diversified Financial Services - 4.0%
Berkshire Hathaway Inc., Class B*		17,100		2,487,708
Nasdaq Inc.		33,000		2,036,430

				4,524,138
Insurance - 10.7%
Aflac Inc.		33,000		2,276,010
American International Group Inc.		71,500		3,991,130
Arch Capital Group Ltd.*		24,000		1,691,760
Markel Corp.*		4,600		4,135,906

				12,094,806
Real Estate Investment Trusts (REITs) - 3.3%
Digital Realty Trust Inc.		42,000		3,695,160

				30,742,004
Health Care - 7.2%
Baxter International Inc.		76,500		3,382,830
Johnson & Johnson		26,500		2,970,120
Pfizer Inc.		55,400		1,812,134

				8,165,084
Industrials - 16.0%
Expeditors International of Washington
Inc.		30,000		1,488,300
Fluor Corp.		43,500		2,377,710
General Electric Co.		162,500		4,996,875
Jacobs Engineering Group Inc.*		100,500		4,480,290
Republic Services Inc.		98,500		4,636,395

				17,979,570
Information Technology - 8.0%
Cisco Systems Inc.		80,300		2,207,447
Microsoft Corp.		91,000		4,538,170
Oracle Corp.		56,000		2,232,160

				8,977,777
Telecommunication Services - 4.5%
AT&T Inc.		36,000		1,397,520
T-Mobile U.S. Inc.*		94,000		3,692,320

				5,089,840
Utilities - 1.5%
NextEra Energy Inc.		14,000		1,646,120


Total Common Stocks
(Cost $93,382,277)				104,368,596

SHORT-TERM INVESTMENTS - 8.7%
State Street Institutional U.S. Government
Money Market Fund, 0.23%, Premier Class		9,843,034		9,843,034


Total Short-Term Investments
(Cost $9,843,034)				9,843,034


TOTAL INVESTMENTS - 101.4%
(Cost $103,225,311**)				114,211,630

NET OTHER ASSETS AND LIABILITIES - (1.4%)				(1,618,790	)

TOTAL NET ASSETS - 100.0%			$	112,592,840

*		Non-income producing.
**		Aggregate cost for Federal tax purposes was $103,460,058.

See accompanying Notes to Financial Statements.

Madison Funds | April 30, 2016

Madison Investors Fund Portfolio of Investments (unaudited)

	Shares		Value (Note 2)

COMMON STOCKS - 93.3%

Consumer Discretionary - 15.0%
CarMax Inc.*		151,210	$	8,006,570
Discovery Communications Inc., Class C*		455,003		12,184,980
Dollar General Corp.		96,033		7,866,063
McDonald’s Corp.		19,656		2,486,288
TJX Cos. Inc./The		101,082		7,664,037

				38,207,938
Consumer Staples - 14.1%
Diageo PLC, ADR		111,159		12,041,855
Hershey Co./The		77,090		7,177,850
JM Smucker Co./The		75,357		9,568,832
Nestle S.A., ADR		94,499		7,046,790

				35,835,327
Energy - 1.3%
Schlumberger Ltd.		42,249		3,394,285


Financials - 19.7%
American Tower Corp.		86,901		9,114,177
Berkshire Hathaway Inc., Class B*		86,439		12,575,146
Brookfield Asset Management Inc., Class A		284,469		9,620,741
Markel Corp.*		9,156		8,232,251
US Bancorp		249,213		10,638,903

				50,181,218
Health Care - 8.2%
Johnson & Johnson		107,552		12,054,428
Varian Medical Systems Inc.*		107,879		8,757,617

				20,812,045
Industrials - 14.3%
Copart Inc.*		203,607		8,722,524
Danaher Corp.		98,807		9,559,577
Jacobs Engineering Group Inc.*		220,416		9,826,145
PACCAR Inc.		138,759		8,174,293

				36,282,539
Information Technology - 17.0%
Accenture PLC, Class A		71,102		8,028,838
Alphabet Inc., Class C*		7,391		5,122,037
CDW Corp.		182,549		7,028,137
Oracle Corp.		245,864		9,800,139
TE Connectivity Ltd.		108,588		6,458,814
Visa Inc., Class A		87,479		6,756,878

				43,194,843
Materials - 3.7%
PPG Industries Inc.		86,424		9,540,345


Total Common Stocks
(Cost $197,846,385)				237,448,540

SHORT-TERM INVESTMENTS - 6.5%
State Street Institutional U.S. Government
Money Market Fund, 0.23%,
Premier Class		16,629,716		16,629,716


Total Short-Term Investments
(Cost $16,629,716)				16,629,716


TOTAL INVESTMENTS - 99.8%
(Cost $214,476,101**)				254,078,256

NET OTHER ASSETS AND LIABILITIES - 0.2%				429,483

TOTAL NET ASSETS - 100.0%			$	254,507,739

*		Non-income producing.
**		Aggregate cost for Federal tax purposes was $214,940,921.
ADR		American Depositary Receipt.
PLC		Public Limited Company.

Madison Mid Cap Fund Portfolio of Investments (unaudited)

	Shares		Value (Note 2)

COMMON STOCKS - 88.8%

Consumer Discretionary - 28.1%

Media - 12.6%
Discovery Communications Inc., Class C*		294,689	$	7,891,771
Liberty Broadband Corp., Class C*		182,129		10,426,885
Liberty Global PLC, Series C*		254,391		9,310,711
Omnicom Group Inc.		119,306		9,898,819

				37,528,186
Specialty Retail - 15.5%
CarMax Inc.*		188,253		9,967,996
Ross Stores Inc.		290,712		16,506,627
Sally Beauty Holdings Inc.*		448,764		14,091,190
Tiffany & Co.		80,113		5,716,063

				46,281,876

				83,810,062
Consumer Staples - 2.9%
Brown-Forman Corp., Class B		26,969		2,597,654
Hershey Co./The		66,723		6,212,578

				8,810,232
Energy - 3.3%
Oceaneering International Inc.		79,730		2,922,105
World Fuel Services Corp.		148,962		6,960,994

				9,883,099
Financials - 26.3%

Commercial Banks - 4.0%
Glacier Bancorp Inc.		237,244		6,142,247
M&T Bank Corp.		50,246		5,945,107

				12,087,354
Insurance - 15.1%
Arch Capital Group Ltd.*		98,287		6,928,251
Brown & Brown Inc.		436,321		15,319,230
Markel Corp.*		15,738		14,150,193
WR Berkley Corp.		153,592		8,601,152

				44,998,826
Real Estate Investment Trusts (REITs) - 3.2%
American Tower Corp.		42,594		4,467,259
Crown Castle International Corp.		58,163		5,053,201
				9,520,460
Real Estate Management & Development - 4.0%
Brookfield Asset Management Inc., Class A		352,833		11,932,812

				78,539,452
Health Care - 7.5%
DaVita HealthCare Partners Inc.*		118,275		8,740,523
Laboratory Corp. of America Holdings*		77,442		9,705,031
Perrigo Co. PLC		39,734		3,841,086

				22,286,640
Industrials - 12.7%
Copart Inc.*		301,417		12,912,704
Expeditors International of Washington
Inc.		217,987		10,814,335
Fastenal Co.		137,484		6,432,876
IHS Inc., Class A*		63,882		7,868,985

				38,028,900
Information Technology - 4.8%
Amphenol Corp., Class A		109,088		6,090,383
CDW Corp.		217,869		8,387,956

				14,478,339
Materials - 3.2%
Crown Holdings Inc.*		181,532		9,613,935


Total Common Stocks
(Cost $188,256,811)				265,450,659

SHORT-TERM INVESTMENTS - 8.6%
State Street Institutional U.S. Government
Money Market Fund, 0.23%, Premier Class		25,651,700		25,651,700


Total Short-Term Investments
(Cost $25,651,700)				25,651,700


TOTAL INVESTMENTS - 97.4%
(Cost $213,908,511**)				291,102,359

NET OTHER ASSETS AND LIABILITIES - 2.6%				7,640,518

TOTAL NET ASSETS - 100.0%			$	298,742,877

*		Non-income producing.
**		Aggregate cost for Federal tax purposes was $214,046,388.
PLC		Public Limited Company.

See accompanying Notes to Financial Statements.

Madison Funds | April 30, 2016

Madison Small Cap Fund Portfolio of Investments (unaudited)

	Shares		Value (Note 2)

COMMON STOCKS - 95.7%

Consumer Discretionary - 6.2%
Ascena Retail Group Inc.*		117,670	$	1,036,673
Cato Corp./The, Class A		34,869		1,275,857
DSW Inc., Class A		33,390		820,392
Fred’s Inc., Class A		93,190		1,367,097
Helen of Troy Ltd.*		9,060		901,742
International Speedway Corp., Class A		4,300		144,007
Stage Stores Inc.		76,110		560,170

				6,105,938
Consumer Staples - 4.6%
C&C Group PLC		310,453		1,394,565
Cranswick PLC		51,894		1,699,996
Post Holdings Inc.*		17,310		1,243,550
Smart & Final Stores Inc.*		12,900		205,368

				4,543,479
Energy - 5.6%
Dorian LPG Ltd.*		67,240		683,158
Era Group Inc.*		37,780		360,043
RSP Permian Inc.*		49,434		1,513,175
Scorpio Tankers Inc.		201,530		1,261,578
SEACOR Holdings Inc.*		21,850		1,284,125
Tesco Corp.		44,085		417,044

				5,519,123
Financials - 22.4%
AMERISAFE Inc.		3,980		214,442
Corporate Office Properties Trust, REIT		34,990		898,543
DiamondRock Hospitality Co., REIT		85,814		764,603
Education Realty Trust Inc., REIT		29,143		1,159,017
First Busey Corp.		45,247		924,849
First Midwest Bancorp Inc.		101,930		1,883,666
First Niagara Financial Group Inc.		110,050		1,162,128
Flushing Financial Corp.		45,100		899,745
Great Western Bancorp Inc.		44,388		1,399,110
Hancock Holding Co.		46,260		1,201,372
International Bancshares Corp.		77,460		2,028,678
Kemper Corp.		7,300		226,008
MB Financial Inc.		46,450		1,614,602
Northwest Bancshares Inc.		122,210		1,713,384
Primerica Inc.		31,970		1,584,433
Solar Capital Ltd.		42,095		742,135
State National Cos. Inc.		20,360		229,661
Summit Hotel Properties Inc., REIT		73,310		835,734
Webster Financial Corp.		67,850		2,486,024

				21,968,134
Health Care - 7.3%
Allscripts Healthcare Solutions Inc.*		118,350		1,585,890
Amsurg Corp.*		9,180		743,397
Charles River Laboratories International Inc.*		20,290		1,608,388
Corvel Corp.*		19,360		875,072
Haemonetics Corp.*		38,490		1,248,231
ICU Medical Inc.*		6,810		676,505
Phibro Animal Health Corp., Class A		20,060		416,044

				7,153,527
Industrials - 33.0%

Aerospace & Defense - 1.8%
Cubic Corp.		42,900		1,783,353


Air Freight & Logistics - 0.7%
Forward Air Corp.		15,620		711,960


Building Products - 1.3%
Tyman PLC		304,481		1,291,301


Commercial Services & Supplies - 9.6%
ACCO Brands Corp.*		163,900		1,563,606
Essendant Inc.		55,280		1,702,071
G&K Services Inc., Class A		33,620		2,375,253
Matthews International Corp., Class A		27,020		1,422,333
SP Plus Corp.*		68,200		1,519,496
Steelcase Inc., Class A		52,370		799,166

				9,381,925
Construction & Engineering - 1.2%
Primoris Services Corp.		52,320		1,223,765

Electrical Equipment - 2.6%
Babcock & Wilcox Enterprises Inc.*		54,060		1,235,271
Thermon Group Holdings Inc.*		70,610		1,323,231

				2,558,502
Machinery - 10.0%
Albany International Corp., Class A		50,860		2,049,150
CIRCOR International Inc.		20,410		1,152,145
ESCO Technologies Inc.		37,730		1,451,850
Luxfer Holdings PLC, ADR		66,831		858,778
Mueller Industries Inc.		85,070		2,684,809
TriMas Corp.*		88,630		1,604,203

				9,800,935
Professional Services - 4.2%
FTI Consulting Inc.*		46,530		1,875,159
Huron Consulting Group Inc.*		15,680		871,965
Mistras Group Inc.*		55,200		1,345,224

				4,092,348
Trading Companies & Distributors - 1.6%
GATX Corp.		33,560		1,541,746

				32,385,835
Information Technology - 8.8%
Belden Inc.		38,702		2,443,644
Coherent Inc.*		11,150		1,041,410
CTS Corp.		46,220		765,866
Diebold Inc.		47,330		1,243,359
Forrester Research Inc.		40,160		1,350,179
ScanSource Inc.*		42,390		1,724,425

				8,568,883
Materials - 4.6%
Deltic Timber Corp.		21,270		1,329,375
Greif Inc., Class A		36,400		1,263,080
Sensient Technologies Corp.		28,760		1,934,110

				4,526,565
Utilities - 3.2%
New Jersey Resources Corp.		20,930		746,783
Spire Inc.		18,130		1,159,595
WGL Holdings Inc.		17,580		1,193,506

				3,099,884


Total Common Stocks
(Cost $84,034,274)				93,871,368

SHORT-TERM INVESTMENTS - 4.3%
State Street Institutional U.S. Government
Money Market Fund, 0.23%, Premier Class		4,251,424		4,251,424


Total Short-Term Investments
(Cost $4,251,424)				4,251,424

TOTAL INVESTMENTS - 100.0%
(Cost $88,285,698**)			$	98,122,792

NET OTHER ASSETS AND LIABILITIES - (0.0%)				(15,869	)

TOTAL NET ASSETS - 100.0%			$	98,106,923

*		Non-income producing.
**		Aggregate cost for Federal tax purposes was $88,475,296.
ADR		American Depositary Receipt.
PLC		Public Limited Company.
REIT		Real Estate Investment Trust.

See accompanying Notes to Financial Statements.

Madison Funds | April 30, 2016

Madison NorthRoad International Fund Portfolio of Investments (unaudited)

	Shares		Value (Note 2)

COMMON STOCKS - 96.6%

Australia - 1.8%
BHP Billiton Ltd., ADR		20,295	$	636,045


Brazil - 2.0%
Estacio Participacoes S.A. (A)		88,952		307,003
Kroton Educacional S.A. (A)		114,690		426,847

				733,850
Denmark - 3.9%
Carlsberg AS, Class B (A)		7,494		729,834
ISS AS (A)		17,855		677,972

				1,407,806
France - 15.1%
AXA S.A., ADR		32,992		835,357
BNP Paribas S.A. (A)		11,495		608,627
LVMH Moet Hennessy Louis Vuitton SE (A)		6,356		1,056,029
Schneider Electric SE, ADR		70,030		910,390
Technip S.A. (A)		15,710		919,405
Total S.A., ADR		22,036		1,118,327

				5,448,135

Germany - 3.1%		14,229		1,118,684

SAP SE, ADR

Ireland - 4.1%
CRH PLC, ADR		28,766		837,378
Perrigo Co. PLC		6,673		645,079

				1,482,457
Israel - 1.8%
Teva Pharmaceutical Industries Ltd., ADR		11,824		643,817


Japan - 9.2%		177,689		804,310
Hitachi Ltd. (A)		156,626		720,480
Mitsubishi UFJ Financial Group Inc., ADR		57,235		1,089,754
Secom Co. Ltd., ADR		17,295		708,387

Seven & I Holdings Co. Ltd. (A)				3,322,931

Netherlands - 9.2%
Akzo Nobel N.V., ADR		32,721		774,506
ING Groep N.V. (A)		63,065		772,314
Royal Dutch Shell PLC, Class A, ADR		15,528		821,276
Sensata Technologies Holding N.V.*		25,475		959,643

				3,327,739
Singapore - 1.6%
DBS Group Holdings Ltd. (A)		51,680		587,181


South Korea - 2.5%
Samsung Electronics Co. Ltd. (A)		811		886,164


Sweden - 2.2%
Telefonaktiebolaget LM Ericsson, ADR		97,633		789,851


Switzerland - 14.6%
Credit Suisse Group AG, ADR		45,573		693,165
Nestle S.A., ADR		12,521		933,691
Novartis AG, ADR		16,406		1,246,364
Roche Holding AG, ADR		24,770		781,989
Syngenta AG, ADR		8,402		676,949
TE Connectivity Ltd.		15,815		940,676

				5,272,834
United Kingdom - 25.5%
Babcock International Group PLC (A)		57,495		795,984
Barclays PLC (A)		231,835		580,949
Berendsen PLC (A)		46,415		800,268
Compass Group PLC, ADR		50,361		898,944
Diageo PLC, ADR		12,079		1,308,518
GlaxoSmithKline PLC, ADR		16,609		712,692
HSBC Holdings PLC, ADR		15,133		504,383
Rolls-Royce Holdings PLC* (A)		3,678,480		505,083
Royal Dutch Shell PLC, Class A (A)		29,608		769,843
Standard Chartered PLC (A)		72,183		582,301
Tesco PLC, ADR*		104,041		783,429
WPP PLC, ADR		8,004		937,669

				9,180,063

Total Common Stocks
(Cost $36,897,209)				34,837,557

SHORT-TERM INVESTMENTS - 3.0%

United States - 3.0%
State Street Institutional U.S. Government
Money Market Fund, 0.23%, Premier Class		1,086,252		1,086,252


Total Short-Term Investments
(Cost $1,086,252)				1,086,252


TOTAL INVESTMENTS - 99.6%
(Cost $37,983,461**)				35,923,809

NET OTHER ASSETS AND LIABILITIES - 0.4%				150,263

TOTAL NET ASSETS - 100.0%			$	36,074,072

*		Non-income producing.
**		Aggregate cost for Federal tax purposes was $38,468,787.
(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 4/30/16
Consumer Discretionary	10.0	%	Information Technology	12.6	%
Consumer Staples	12.4	%	Materials	8.1	%
Energy	10.1	%	Money Market Funds	3.0	%
Financials	16.3	%	Net Other Assets and
Health Care	11.2	%	Liabilities	0.4	%
Industrials	15.9	%

Madison International Stock Fund Portfolio of Investments (unaudited)

	Shares		Value (Note 2)

COMMON STOCKS - 95.7%

Australia - 1.6%
Caltex Australia Ltd. (A)		25,122	$	620,799


Austria - 0.4%
UNIQA Insurance Group AG (A)		18,821		135,858


Belgium - 4.0%		9,630		1,192,001
Anheuser-Busch InBev N.V. (A)		6,519		365,988

KBC Groep N.V. (A)				1,557,989

Brazil - 1.3%
BB Seguridade Participacoes S.A. (A)		58,500		510,286


Canada - 2.3%
MacDonald Dettwiler & Associates Ltd. (A)		5,205		364,644
National Bank of Canada (A)		14,400		514,622

				879,266
Denmark - 1.2%
Carlsberg AS, Class B (A)		4,722		459,871


Finland - 1.7%
Sampo Oyj, Class A (A)		15,313		668,577


France - 8.0%
Cap Gemini S.A. (A)		8,430		786,991
Iliad S.A. (A)		1,482		323,866
Total S.A. (A)		8,132		409,056
Valeo S.A. (A)		5,017		795,356
Vinci S.A. (A)		10,049		750,691

				3,065,960

Germany - 2.5%		8,229		949,329

Bayer AG (A)

Ireland - 4.7%
James Hardie Industries PLC (A)		25,845		364,137
Ryanair Holdings PLC, ADR		4,468		361,685
Shire PLC (A)		17,216		1,071,862

				1,797,684
Israel - 2.2%
Teva Pharmaceutical Industries Ltd., ADR		15,455		841,525


Italy - 1.7%
Azimut Holding SpA (A)		17,042		428,916
Mediaset SpA (A)		47,321		212,947

				641,863
Japan - 19.4%
ABC-Mart Inc. (A)		6,700		434,501
Daiwa House Industry Co. Ltd. (A)		38,600		1,019,785
Don Quijote Holdings Co. Ltd. (A)		22,800		812,660
Isuzu Motors Ltd. (A)		40,900		435,376
Japan Tobacco Inc. (A)		14,900		610,326
KDDI Corp. (A)		32,500		924,443
Makita Corp. (A)		7,800		485,336
Seven & I Holdings Co. Ltd. (A)		15,700		643,057
SoftBank Group Corp. (A)		10,800		568,072
Sony Corp. (A)		22,300		542,120
Sumitomo Mitsui Financial Group Inc. (A)		22,300		670,341
United Arrows Ltd. (A)		8,300		333,546

				7,479,563
Luxembourg - 0.7%
RTL Group S.A.* (A)		3,336		278,699


Netherlands - 2.8%
Koninklijke KPN N.V. (A)		102,269		402,250
Wolters Kluwer N.V. (A)		18,280		695,659

				1,097,909

See accompanying Notes to Financial Statements.

Madison Funds | April 30, 2016

Madison International Stock Fund Portfolio of Investments (unaudited) - continued

	Shares		Value (Note 2)

COMMON STOCKS - continued

Norway - 1.5%
Telenor ASA (A)		33,070	$	569,248


Philippines - 0.7%
Alliance Global Group Inc. (A)		840,600		259,956


Spain - 1.1%
Red Electrica Corp. S.A. (A)		4,622		412,650


Sweden - 3.5%
Assa Abloy AB, Class B (A)		38,362		804,458
Swedbank AB, Class A (A)		24,900		537,041

				1,341,499
Switzerland - 6.5%
Credit Suisse Group AG* (A)		20,284		308,077
Novartis AG (A)		19,013		1,450,799
Wolseley PLC (A)		13,511		754,327

				2,513,203
Taiwan - 1.8%
Taiwan Semiconductor Manufacturing Co. Ltd., ADR		28,800		679,392


Thailand - 0.6%
Krung Thai Bank PCL (A)		452,700		222,916


Turkey - 1.3%
Turkcell Iletisim Hizmetleri AS (A)		117,910		509,904


United Kingdom - 22.9%
Aon PLC		6,660		700,099
BHP Billiton PLC (A)		46,896		639,380
British American Tobacco PLC (A)		18,246		1,111,729
Direct Line Insurance Group PLC (A)		57,680		305,006
Howden Joinery Group PLC (A)		41,044		296,259
Informa PLC (A)		37,767		361,175
J Sainsbury PLC (A)		117,384		495,509
Lloyds Banking Group PLC (A)		844,236		827,346
Provident Financial PLC (A)		10,452		445,025
Prudential PLC (A)		47,781		940,760
RELX PLC (A)		38,397		678,856
Rexam PLC (A)		69,917		638,496
Royal Dutch Shell PLC, Class A		32,148		835,886
Unilever PLC		11,822		527,626

				8,803,152
United States - 1.3%
Signet Jewelers Ltd.		4,647		504,478


Total Common Stocks
(Cost $32,975,205)				36,801,576

SHORT-TERM INVESTMENTS - 3.8%

United States - 3.8%
State Street Institutional U.S. Government
Money Market Fund, 0.23%, Premier Class		1,479,045		1,479,045


Total Short-Term Investments
(Cost $1,479,045)				1,479,045


TOTAL INVESTMENTS - 99.5%
(Cost $34,454,250**)				38,280,621

NET OTHER ASSETS AND LIABILITIES - 0.5%				201,692

TOTAL NET ASSETS - 100.0%			$	38,482,313

*		Non-income producing.
**		Aggregate cost for Federal tax purposes was $34,784,071.
(A)		Due to events that occurred between the close of the exchange on which this security is traded and that of the New York Stock Exchange, fair value was determined for this security using methods determined in good faith by or at the discretion of the Board of Trustees (see Note 2).
ADR		American Depositary Receipt.
PCL		Public Company Limited.
PLC		Public Limited Company.

SECTOR ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 4/30/16
Consumer Discretionary	15.8%	Materials	4.3%
Consumer Staples	13.1%	Money Market Funds	3.8%
Energy	4.8%	Telecommunication
Financials	22.4%	Services	8.6%
Health Care	11.2%	Utilities	1.1%
Industrials	10.6%	Net Other Assets
Information Technology	3.8%	and Liabilities	0.5%

Hansberger International Growth Fund Portfolio of Investments (unaudited)

	Shares		Value (Note 2)

COMMON STOCKS - 98.9%

Canada - 6.6%
Cameco Corp.		39,676	$	496,347
Canadian Pacific Railway Ltd.		3,913		564,450
Manulife Financial Corp.		36,116		531,989

				1,592,786
China - 11.1%
Alibaba Group Holding Ltd., ADR*		9,090		699,385
China Longyuan Power Group Corp. Ltd., Class H (A)		525,683		363,923
CITIC Securities Co. Ltd., Class H (A)		192,623		425,628
Ping An Insurance Group Co. of China Ltd., Class H (A)		92,143		435,360
Tencent Holdings Ltd. (A)		37,459		767,347

				2,691,643
Denmark - 1.1%
Novo Nordisk AS, Class B (A)		4,799		267,944


France - 9.4%
Christian Dior SE (A)		1,368		240,212
Hermes International (A)		718		255,687
Iliad S.A. (A)		2,646		578,238
Pernod Ricard S.A. (A)		2,866		309,400
Safran S.A. (A)		4,568		314,725
Zodiac Aerospace (A)		24,566		575,948

				2,274,210
Germany - 8.2%
Bayer AG (A)		3,123		360,281
Continental AG (A)		1,630		357,982
Fresenius SE & Co. KGaA (A)		7,361		535,392
KUKA AG (A)		4,694		462,453
United Internet AG (A)		5,278		257,668

				1,973,776
Hong Kong - 2.5%
AIA Group Ltd. (A)		99,304		596,574


India - 4.4%
Dr Reddy’s Laboratories Ltd., ADR		7,444		339,446
HDFC Bank Ltd., ADR		6,907		434,243
Larsen & Toubro Ltd., GDR		15,275		290,989

				1,064,678
Indonesia - 1.0%
Bank Mandiri Persero Tbk PT (A)		327,000		239,274


Ireland - 2.7%
Kerry Group PLC, Class A (A)		3,380		301,378
Shire PLC (A)		5,456		339,688

				641,066
Japan - 14.9%
CyberAgent Inc. (A)		15,000		700,697
Keyence Corp. (A)		1,074		639,632
Nidec Corp. (A)		9,000		650,866
Seven & I Holdings Co. Ltd. (A)		7,100		290,809
SoftBank Group Corp. (A)		8,300		436,574
Toray Industries Inc. (A)		41,000		342,234
Toyota Motor Corp. (A)		10,700		539,744

				3,600,556
Mexico - 3.6%
Grupo Financiero Banorte S.A.B. de C.V., Class O (A)		74,747		424,987
Grupo Mexico S.A.B. de C.V., Class AClass AClass B (A)		175,049		445,237

				870,224
Netherlands - 4.9%
ASML Holding N.V.		5,729		553,422
NXP Semiconductors N.V.*		7,444		634,824

				1,188,246
Norway - 1.4%
Telenor ASA (A)		19,486		335,421


Singapore - 1.4%
DBS Group Holdings Ltd. (A)		30,000		340,856


South Korea - 2.8%
Amorepacific Corp. (A)		911		325,814
LG Household & Health Care Ltd. (A)		405		357,938

				683,752
Spain - 1.3%
Grifols S.A. (A)		14,018		304,895


Sweden - 1.4%
Hexagon AB, Class B shares (A)		8,247		328,835


Switzerland - 7.8%
Cie Financiere Richemont S.A. (A)		3,489		232,042
Credit Suisse Group AG* (A)		37,381		567,749
Nestle S.A. (A)		3,608		268,917
Partners Group Holding AG (A)		1,235		508,522
Roche Holding AG (A)		1,195		302,082

				1,879,312

See accompanying Notes to Financial Statements.

Madison Funds | April 30, 2016

Hansberger International Growth Fund Portfolio of Investments (unaudited) - continued

	Shares		Value (Note 2)

COMMON STOCKS - continued

United Kingdom - 12.4%
ARM Holdings PLC (A)		28,788	$	394,346
Ashtead Group PLC (A)		28,159		373,387
Carnival PLC (A)		12,298		610,415
London Stock Exchange Group PLC (A)		10,264		406,876
Michael Page International PLC (A)		56,004		332,640
Prudential PLC (A)		25,624		504,511
Royal Dutch Shell PLC, Class B shares (A)		14,486		378,029

				3,000,204

Total Common Stocks
(Cost $21,892,399)				23,874,252

SHORT-TERM INVESTMENTS - 0.7%

United States - 0.7%
State Street Institutional U.S. Government
Money Market Fund, 0.23%, Premier Class		172,892		172,892


			Value (Note 2)

Total Short-Term Investments
(Cost $172,892)			$	172,892


TOTAL INVESTMENTS - 99.6%
(Cost $22,065,291**)				24,047,144

NET OTHER ASSETS AND LIABILITIES - 0.4%				100,741

TOTAL NET ASSETS - 100.0%			$	24,147,885

*		Non-income producing.
**		Aggregate cost for Federal tax purposes was $22,586,404.
(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 4/30/16
Consumer Discretionary	12.2%	Materials	3.3%
Consumer Staples	7.7%	Money Market Funds	0.7%
Energy	3.6%	Telecommunication
Financials	22.4%	Services	5.6%
Health Care	10.1%	Utilities	1.5%
Industrials	14.8%	Net Other Assets
Information Technology	17.7%	and Liabilities	0.4%

Target Retirement 2020 Fund Portfolio of Investments

	Shares		Value (Note 2)

INVESTMENT COMPANIES - 99.1%

Alternative Funds - 3.5%
SPDR Gold Shares*		14,585	$	1,803,436

Bond Funds - 59.4%
Baird Aggregate Bond Fund Institutional Shares		47,162		514,541
iShares 20+ Year Treasury Bond ETF		19,928		2,578,285
iShares 3-7 Year Treasury Bond ETF ^†		128,926		16,196,973
iShares 7-10 Year Treasury Bond ETF		9,348		1,028,280
iShares TIPS Bond Fund ETF		55,964		6,429,144
Metropolitan West Total Return Bond Fund Class I		47,380		514,543
PowerShares Senior Loan Portfolio		89,323		2,062,468
Vanguard Intermediate-Term Corporate Bond ETF		14,661		1,283,717

				30,607,951
Foreign Stock Funds - 6.5%
iShares MSCI EAFE Minimum Volatility ETF		11,507		773,501
SPDR S&P China ETF		3,720		258,205
Vanguard FTSE All-World ex-U.S. ETF		17,549		773,209
WisdomTree Europe Hedged Equity Fund		19,670		1,029,724
WisdomTree Japan Hedged Equity Fund		12,509		514,120

				3,348,759
Money Market Funds - 3.1%
State Street Institutional U.S. Government
Money Market Fund, 0.23%, Premier Class		1,602,009		1,602,009


Stock Funds - 26.6%
Energy Select Sector SPDR Fund		7,691		519,219
Guggenheim S&P 500 Equal Weight ETF		3,253		258,646
iShares Core S&P Mid-Cap ETF		5,311		774,503
PowerShares Buyback Achievers Portfolio ETF		33,966		1,550,548
Schwab Fundamental U.S. Large Company Index Fund Institutional Shares		17,345		255,326
Schwab U.S. Dividend Equity ETF		12,898		516,178
SPDR S&P 500 ETF Trust		37,540		7,744,502
SPDR S&P Regional Banking ETF		12,781		515,713
VanEck Vectors Agribusiness ETF		10,602		516,423
Vanguard Information Technology ETF		9,884		1,031,989

				13,683,047

TOTAL INVESTMENTS - 99.1%
(Cost $46,281,559**)				51,045,202

NET OTHER ASSETS AND LIABILITIES - 0.9%				441,702

TOTAL NET ASSETS - 100.0%			$	51,486,904

^†		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 $47,086,489.
ETF		Exchange Traded Fund.

Target Retirement 2030 Fund Portfolio of Investments

	Shares		Value (Note 2)

INVESTMENT COMPANIES - 99.1%

Alternative Funds - 4.0%
SPDR Gold Shares*		24,634	$	3,045,994


Bond Funds - 34.0%
iShares 20+ Year Treasury Bond ETF		29,453		3,810,629
iShares 3-7 Year Treasury Bond ETF		84,687		10,639,228
iShares 7-10 Year Treasury Bond ETF		13,816		1,519,760
iShares TIPS Bond Fund ETF		72,786		8,361,655
Vanguard Intermediate-Term Corporate Bond ETF		17,339		1,518,203

				25,849,475
Foreign Stock Funds - 11.5%
iShares MSCI Canada ETF		15,048		382,219
iShares MSCI EAFE Minimum Volatility ETF		34,012		2,286,287
iShares MSCI United Kingdom ETF		23,377		381,279
SPDR S&P China ETF		5,498		381,616
Vanguard FTSE All-World ex-U.S. ETF		43,227		1,904,582
WisdomTree Europe Hedged Equity Fund		36,338		1,902,294
WisdomTree Japan Hedged Equity Fund		36,976		1,519,713

				8,757,990
Money Market Funds - 3.0%
State Street Institutional U.S. Government
Money Market Fund, 0.23%, Premier Class		2,300,312		2,300,312

Stock Funds - 46.6%
Energy Select Sector SPDR Fund		17,045		1,150,708
Guggenheim S&P 500 Equal Weight ETF		9,616		764,568
iShares Core S&P Mid-Cap ETF		15,700		2,289,531
PowerShares Buyback Achievers
Portfolio ETF		66,910		3,054,442
Schwab Fundamental U.S. Large Company
Index Fund Institutional Shares		51,370		756,167
Schwab U.S. Dividend Equity ETF		38,126		1,525,803
SPDR S&P 500 ETF Trust ^†		96,168		19,839,458
SPDR S&P Homebuilders ETF		22,663		762,837
SPDR S&P Regional Banking ETF		28,335		1,143,317
VanEck Vectors Agribusiness ETF		23,503		1,144,831
Vanguard Growth ETF		3,613		381,569
Vanguard Health Care ETF		2,998		380,926
Vanguard Information Technology ETF		21,912		2,287,832

				35,481,989

TOTAL INVESTMENTS - 99.1%
(Cost $65,925,222**)				75,435,760

NET OTHER ASSETS AND LIABILITIES - 0.9%				719,268

TOTAL NET ASSETS - 100.0%			$	76,155,028

^†		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.
*		Non-income producing.
**		Aggregate cost for Federal tax purposes was $67,568,549.
ETF		Exchange Traded Fund.

See accompanying Notes to Financial Statements.

Madison Funds | April 30, 2016

Target Retirement 2040 Fund Portfolio of Investments

	Shares		Value (Note 2)

INVESTMENT COMPANIES - 99.2%

Alternative Funds - 4.0%
SPDR Gold Shares*		16,046	$	1,984,087


Bond Funds - 23.9%
iShares 20+ Year Treasury Bond ETF		19,185		2,482,155
iShares 3-7 Year Treasury Bond ETF		27,581		3,465,001
iShares 7-10 Year Treasury Bond ETF		4,499		494,890
iShares TIPS Bond Fund ETF		40,896		4,698,133
Vanguard Intermediate-Term Corporate Bond ETF		8,471		741,721

				11,881,900
Foreign Stock Funds - 13.5%
iShares MSCI Canada ETF
iShares MSCI EAFE Minimum Volatility ETF		9,788		248,615
iShares MSCI United Kingdom ETF		33,223		2,233,250
SPDR S&P China ETF		15,227		248,353
Vanguard FTSE All-World ex-U.S. ETF		3,581		248,557
		33,796		1,489,052
WisdomTree Europe Hedged Equity Fund		23,701		1,240,747
WisdomTree Japan Hedged Equity Fund		24,082		989,770

				6,698,344
Money Market Funds - 3.2%
State Street Institutional U.S. Government
Money Market Fund, 0.23%, Premier Class		1,566,747		1,566,747


Stock Funds - 54.6%
Energy Select Sector SPDR Fund		11,106		749,766
Guggenheim S&P 500 Equal Weight ETF		9,398		747,235
iShares Core S&P Mid-Cap ETF		11,932		1,740,044
PowerShares Buyback Achievers
Portfolio ETF		54,503		2,488,062
Schwab Fundamental U.S. Large Company
Index Fund Institutional Shares		50,191		738,817
Schwab U.S. Dividend Equity ETF		37,265		1,491,345
SPDR S&P 500 ETF Trust ^†		67,460		13,916,998
SPDR S&P Homebuilders ETF		14,762		496,889
SPDR S&P Regional Banking ETF		24,609		992,973
VanEck Vectors Agribusiness ETF		20,412		994,269
Vanguard Growth ETF		4,709		497,317
Vanguard Health Care ETF		1,953		248,148
Vanguard Information Technology ETF		19,051		1,989,115

				27,090,978

TOTAL INVESTMENTS - 99.2%
(Cost $41,884,459**)				49,222,056

NET OTHER ASSETS AND LIABILITIES - 0.8%				400,196


TOTAL NET ASSETS - 100.0%			$	49,622,252

^†		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.
*		Non-income producing.
**		Aggregate cost for Federal tax purposes was $43,103,811.
ETF		Exchange Traded Fund.

Target Retirement 2050 Fund Portfolio of Investments

	Shares		Value (Note 2)

INVESTMENT COMPANIES - 99.3%

Alternative Funds - 4.0%
SPDR Gold Shares*		7,072	$	874,453


Bond Funds - 14.0%
iShares 20+ Year Treasury Bond ETF		8,455		1,093,908
iShares TIPS Bond Fund ETF		15,178		1,743,648
Vanguard Intermediate-Term Corporate
Bond ETF		2,489		217,937

				3,055,493
Foreign Stock Funds - 15.5%
iShares MSCI Canada ETF		4,314		109,576
iShares MSCI EAFE Minimum Volatility ETF		19,522		1,312,269
iShares MSCI United Kingdom ETF		6,749		110,076
SPDR S&P China ETF		1,578		109,529
Vanguard FTSE All-World ex-U.S. ETF		17,377		765,631
WisdomTree Europe Hedged Equity Fund		10,429		545,958
WisdomTree Japan Hedged Equity Fund		10,613		436,194

				3,389,233
Money Market Funds - 3.2%
State Street Institutional U.S. Government
Money Market Fund, 0.23%, Premier Class		703,981		703,981


Stock Funds - 62.6%
Energy Select Sector SPDR Fund		4,894		330,394
Guggenheim S&P 500 Equal Weight ETF		5,522		439,054
iShares Core S&P Mid-Cap ETF		6,010		876,438
PowerShares Buyback Achievers
Portfolio ETF		28,824		1,315,816
Schwab Fundamental U.S. Large Company
Index Fund Institutional Shares		29,493		434,139
Schwab U.S. Dividend Equity ETF		21,898		876,358
SPDR S&P 500 ETF Trust ^†		31,854		6,571,480
SPDR S&P Homebuilders ETF		6,506		218,992
SPDR S&P Regional Banking ETF		13,557		547,025
VanEck Vectors Agribusiness ETF		11,245		547,744
Vanguard Growth ETF		3,113		328,764
Vanguard Health Care ETF		861		109,399
Vanguard Information Technology ETF		10,495		1,095,783

				13,691,386

TOTAL INVESTMENTS - 99.3%
(Cost $19,122,350**)				21,714,546

NET OTHER ASSETS AND LIABILITIES - 0.7%				162,971

TOTAL NET ASSETS - 100.0%			$	21,877,517

^†		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.
*		Non-income producing.
**		Aggregate cost for Federal tax purposes was $19,799,527.
ETF		Exchange Traded Fund.

See accompanying Notes to Financial Statements.


Madison Funds \| April 30, 2016

Statements of Assets and Liabilities as of April 30, 2016 (unaudited)

		Conservative Allocation Fund			Moderate Allocation Fund			Aggressive Allocation Fund			Government Money Market Fund			Tax-Free Virginia Fund		Tax-Free National Fund		High Quality Bond Fund			Core Bond Fund			Corporate Bond Fund
Assets:
Investments in securities, at cost:
Unaffiliated issuers	$	41,589,883		$	82,483,074		$	35,883,555		$	17,880,258		$	21,136,708	$	25,243,929	$	106,712,770		$	214,468,250		$	22,482,646
Affiliated issuers¹		30,301,227			55,668,309			22,967,628			–			–		–		–			–			–
Net unrealized appreciation (depreciation)
Unaffiliated issuers		982,609			2,321,635			1,088,350			–			1,104,559		1,925,705		1,795,424			6,118,386			773,998
Affiliated issuers¹		(107,033	)		2,200,735			1,376,710			–			–		–		–			–			–
Total investments, at value		72,766,686			142,673,753			61,316,243			17,880,258			22,241,267		27,169,634		108,508,194			220,586,636			23,256,644
Cash		–			–			–			1,500,000			73,012		384,397		–			875,084			–
Receivables:
Investments sold		683,568			2,133,214			918,880			–			–		–		–			2,477,373			224,012
Fund shares sold		80,778			163,725			15,434			5,937			250		10,000		387,944			30,905			–
Dividends and interest		50,099			53,837			11,443			33,503			271,452		309,094		755,598			1,904,947			235,162
Due from Adviser		–			–			–			3,975			–		–		–			–			–
Total assets		73,581,131			145,024,529			62,262,000			19,423,673			22,585,981		27,873,125		109,651,736			225,874,945			23,715,818
Liabilities:
Payables:
Investments purchased		689,533			2,146,774			918,980			–			–		–		–			2,988,961			100,000
Fund shares repurchased		85,850			196,835			27,090			1,111			391		9,493		329,311			9,012			127
Advisory agreement fees		11,957			23,408			10,050			6,283			9,260		9,161		26,676			90,759			7,675
Service agreement fees		14,947			29,261			12,563			2,663			6,482		8,015		16,894			27,037			4,797
Distribution fees - Class B		5,946			16,909			7,153			204			–		–		–			1,708			–
Distribution fees - Class C		12,147			5,788			1,518			–			–		–		–			–			–
Shareholder servicing fees		14,937			29,231			12,545			–			–		–		–			7,466			–
Dividends		–			–			–			–			1,120		5,806		–			278,023			50,961
Accrued expenses and other payables		–			–			–			–			–		–		–			135			–
Options written, at value (premium received $32,164) (Note 6)		–			–			–			–			–		–		–			26,719			–
Total liabilities		835,317			2,448,206			989,899			10,261			17,253		32,475		372,881			3,429,820			163,560
Net Assets	$	72,745,814		$	142,576,323		$	61,272,101		$	19,413,412		$	22,568,728	$	27,840,650	$	109,278,855		$	222,445,125		$	23,552,258
Net Assets consist of:
Paid-in capital	$	71,253,877		$	136,086,138		$	58,263,054		$	19,413,434		$	21,422,418	$	25,867,163	$	107,375,366		$	215,833,202		$	22,850,116
Accumulated undistributed net investment income (loss)		(53,480	)		(205,533	)		(179,020	)		–			3,587		4,673		110,126			(188,652	)		4,774
Accumulated net realized gain (loss) on investments sold and foreign currency related transactions		669,841			2,173,348			723,007			(22	)		38,164		43,109		(2,061	)		676,744			(76,630	)
Net unrealized appreciation of investments (including appreciation (depreciation) of foreign currency related transactions		875,576			4,522,370			2,465,060			–			1,104,559		1,925,705		1,795,424			6,123,831			773,998
Net Assets	$	72,745,814		$	142,576,323		$	61,272,101		$	19,413,412		$	22,568,728	$	27,840,650	$	109,278,855		$	222,445,125		$	23,552,258
Class A Shares:
Net Assets	$	43,317,277		$	105,671,023		$	47,174,836		$	19,130,406									$	34,099,075
Shares of beneficial interest outstanding		4,179,666			9,655,323			4,344,070			19,130,406										3,359,096
Net Asset Value and redemption price per share	$	10.36		$	10.94		$	10.86		$	1.00									$	10.15
Sales charge of offering price²		0.63			0.67			0.66			–										0.48
Maximum offering price per share	$	10.99		$	11.61		$	11.52		$	1.00									$	10.63
Class B Shares:
Net Assets	$	9,615,595		$	27,457,431		$	11,621,859		$	283,006									$	2,788,445
Shares of beneficial interest outstanding		922,269			2,527,657			1,094,613			283,006										274,547
Net Asset Value and redemption price per share³	$	10.43		$	10.86		$	10.62		$	1.00									$	10.16
Class C Shares:
Net Assets	$	19,812,942		$	9,447,869		$	2,475,406
Shares of beneficial interest outstanding		1,899,167			869,126			232,981
Net Asset Value and redemption price per share³	$	10.43		$	10.87		$	10.62
Class Y Shares:
Net Assets													$	22,568,728	$	27,840,650	$	109,278,855		$	183,752,688		$	23,552,258
Shares of beneficial interest outstanding														1,918,674		2,486,730		9,850,942			18,159,041			2,038,339
Net Asset Value and redemption price per share³													$	11.76	$	11.20	$	11.09		$	10.12		$	11.55
Class R6 Shares:
Net Assets																				$	1,804,917
Shares of beneficial interest outstanding																					177,813
Net Asset Value and redemption price per share³																				$	10.15

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

See accompanying Notes to Financial Statements.


Madison Funds \| April 30, 2016

Statements of Assets and Liabilities as of April 30, 2016 (unaudited)

		High Income Fund			Diversified Income Fund			Covered Call & Equity Income Fund			Dividend Income Fund		Large Cap Value Fund		Investors Fund		Mid Cap Fund			Small Cap Fund		NorthRoad International Fund
Assets:
Investments in securities, at cost:
Unaffiliated issuers	$	23,532,902		$	127,530,929		$	101,746,022		$	83,147,580	$	103,225,311	$	214,476,101	$	213,908,511		$	88,285,698	$	37,983,461
Net unrealized appreciation
Unaffiliated issuers		(189,870	)		20,824,184			(6,998,359	)		5,026,819		10,986,319		39,602,155		77,193,848			9,837,094		(2,059,652	)
Total investments, at value		23,343,032			148,355,113			94,747,663			88,174,399		114,211,630		254,078,256		291,102,359			98,122,792		35,923,809
Foreign currency (cost of $6,342 and $37, respectively) (Note 2)		–			–			–			–		–		–		–			–		–
Receivables:
Investments sold		463,683			2,227,204			592,203			1,580,772		3,663,229		–		8,904,374			34,255		–
Fund shares sold		911			97,037			61,775			130,675		20,850		431,797		1,234,691			90,366		–
Dividends and interest		337,160			714,663			24,642			149,050		80,427		304,080		40,197			77,184		187,271
Due from Adviser		–			–			–			10,461		–		–		–			–		–
Total assets		24,144,786			151,394,017			95,426,283			90,045,357		117,976,136		254,814,133		301,281,621			98,324,597		36,111,080
Liabilities:
Payables:
Investments purchased		625,000			2,467,190			3,999,238			1,574,768		5,134,674		–		2,068,262			77,445		5,301
Fund shares repurchased		38,660			115,591			35,343			4,252		145,052		95,042		181,853			40,133		–
Advisory agreement fees		10,594			79,296			61,461			52,307		53,055		156,591		181,317			79,245		23,643
Service agreement fees		3,852			24,399			10,549			24,410		34,727		40,750		93,770			19,811		8,064
Distribution fees - Class B		967			8,146			6,951			–		2,346		–		1,886			253		–
Distribution fees - Class C		–			7,810			–			–		–		–		–			–		–
Shareholder servicing fees		4,656			33,858			5,757			–		13,442		14,011		11,656			787		–
Dividends		2,853			1,343			–			–		–		–		–			–		–
Accrued expenses and other payables		–			–			–			–		–		–		–			–		–
Options written, at value (premium received $1,855,557) (Note 6)		–			–			2,393,402			–		–		–		–			–		–
Total liabilities		686,582			2,737,633			6,512,701			1,655,737		5,383,296		306,394		2,538,744			217,674		37,008
Net Assets	$	23,458,204		$	148,656,384		$	88,913,582		$	88,389,620	$	112,592,840	$	254,507,739	$	298,742,877			98,106,923		36,074,072
Net Assets consist of:
Paid-in capital	$	25,418,527		$	126,587,824		$	96,086,798		$	82,827,220	$	92,721,975	$	210,970,241	$	214,122,332		$	85,990,649	$	40,004,429
Accumulated undistributed net investment income (loss)		8,280			(46,602	)		(1,499,572	)		92,248		445,191		122,665		(2,774,613	)		100,978		257,241
Accumulated net realized gain (loss) on investments sold and foreign currency related transactions		(1,778,733	)		1,290,978			1,862,560			443,333		8,439,355		3,812,678		10,201,310			2,177,697		(2,129,065	)
Net unrealized appreciation (depreciation) of investments (including appreciation (depreciation) of foreign currency related transactions		(189,870	)		20,824,184			(7,536,204	)		5,026,819		10,986,319		39,602,155		77,193,848			9,837,599		(2,058,533	)
Net Assets	$	23,458,204		$	148,656,384		$	88,913,582		$	88,389,620	$	112,592,840	$	254,507,739	$	298,742,877		$	98,106,923	$	36,074,072
Class A Shares:
Net Assets	$	21,184,391		$	122,774,076		$	17,195,040				$	61,681,537	$	68,238,958	$	53,427,844		$	3,446,215
Shares of beneficial interest outstanding		3,618,590			8,349,053			1,917,557					4,186,944		3,579,845		6,467,004			231,723
Net Asset Value and redemption price per share		5.85			14.71			8.97					14.73		19.06		8.26		$	14.87
Sales charge of offering price¹		0.28			0.90			0.55					0.90		1.16		0.50			0.91
Maximum offering price per share		6.13			15.61			9.52					15.63		20.22		8.76		$	15.78
Class B Shares:
Net Assets	$	1,586,344		$	13,260,231							$	3,800,015			$	3,023,911			405,155
Shares of beneficial interest outstanding		263,945			896,300								263,435				432,408			28,769
Net Asset Value and redemption price per share²	$	6.01		$	14.79							$	14.42			$	6.99		$	14.08
Class C Shares:
Net Assets				$	12,622,077		$	11,513,537
Shares of beneficial interest outstanding					853,553			1,326,018
Net Asset Value and redemption price per share²				$	14.79		$	8.68
Class Y Shares:
Net Assets	$	687,469					$	57,779,633		$	88,389,620	$	47,111,288	$	179,456,853	$	232,981,455		$	94,255,553	$	27,611,833
Shares of beneficial interest outstanding		119,224						6,343,392			4,035,367		3,199,094		9,401,411		27,293,585			6,320,365		2,818,882
Net Asset Value and redemption price per share²	$	5.77					$	9.11		$	21.90	$	14.73	$	19.09	$	8.54		$	14.91	$	9.80
Class R6 Shares:
Net Assets							$	2,425,372						$	6,811,928	$	9,309,667				$	8,462,239
Shares of beneficial interest outstanding								264,960							355,039		1,075,586					857,315
Net Asset Value and redemption price per share²							$	9.15						$	19.19	$	8.66				$	9.87
Class I Shares:
Net Assets
Shares of beneficial interest outstanding
Net Asset Value and redemption price per share

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

See accompanying Notes to Financial Statements.

Madison Funds | April 30, 2016

	International Stock Fund			Hansberger International Growth Fund			Madison Target Retirement 2020 Fund			Madison Target Retirement 2030 Fund			Madison Target Retirement 2040 Fund			Madison Target Retirement 2050 Fund


$	34,454,250		$	22,065,291		$	46,281,559		$	65,925,222		$	41,884,459		$	19,122,350

	3,826,371			1,981,853			4,763,643			9,510,538			7,337,597			2,592,196
	38,280,621			24,047,144			51,045,202			75,435,760			49,222,056			21,714,546
	6,326			37			–			–			–			–

	40,344			–			1,801,357			2,024,992			1,227,153			525,209
	2,611			–			101			–			–			–
	353,015			156,543			877			–			–			–
	–			–			–			–			–			–
	38,682,917			24,203,724			52,847,537			77,460,752			50,449,209			22,239,755


	153,224			–			1,347,797			1,286,973			814,753			356,860
	544			24,071			–			–			–			–
	32,273			16,845			10,697			15,626			10,170			4,482
	9,221			13,005			2,139			3,125			2,034			896
	884			–			–			–			–			–
	–			–			–			–			–			–
	4,458			–			–			–			–			–
	–			–			–			–			–			–
	–			1,918			–			–			–			–
	–			–			–			–			–			–
	200,604			55,839			1,360,633			1,305,724			826,957			362,238
	38,482,313			24,147,885			51,486,904			76,155,028			49,622,252			21,877,517

$	35,855,124		$	31,173,952		$	47,461,158		$	68,467,372		$	43,498,770		$	19,956,417
	221,066			(195,108	)		84,887			88,032			42,710			13,667

	(1,421,730	)		(8,809,193	)		(822,784	)		(1,910,914	)		(1,256,825	)		(684,763	)

	3,827,853			1,978,234			4,763,643			9,510,538			7,337,597			2,592,196
$	38,482,313		$	24,147,885		$	51,486,904		$	76,155,028		$	49,622,252		$	21,877,517

$	20,291,148
	1,612,617
$	12.58
	0.77
$	13.35

$	1,432,045
	116,307
$	12.31

$	16,759,120		$	2,196,593
	1,331,068			147,571
$	12.59		$	14.89

						$	51,486,904		$	76,155,028		$	49,622,252		$	21,877,517
							5,308,015			7,998,578			5,318,408			2,301,573
						$	9.70		$	9.52		$	9.33		$	9.51

			$	21,951,292
				1,473,567
			$	14.90

See accompanying Notes to Financial Statements.

Madison Funds | April 30, 2016


Statements of Operations for the Six-Months Ended April 30, 2016 (unaudited)

		Conservative Allocation Fund			Moderate Allocation Fund			Aggressive Allocation Fund			Government Money Market Fund			Tax-Free Virginia Fund		Tax-Free National Fund		High Quality Bond Fund			Core Bond Fund
Investment Income:
Interest	$	1,993		$	2,709		$	1,048		$	22,847		$	344,591	$	437,155	$	832,841		$	3,246,138
Dividends
Unaffiliated issuers		364,389			687,492			310,260			–			–		–		–			–
Affiliated issuers¹		371,351			660,571			267,457			–			–		–		–			–
Less: Foreign taxes withheld/reclaimed		–			–			–			–			–		–		–			–
Total investment income		737,733			1,350,772			578,765			22,847			344,591		437,155		832,841			3,246,138
Expenses:²
Advisory agreement fees		72,816			140,214			59,676			38,410			56,065		64,840		156,594			550,352
Services agreement fees		91,020			175,268			74,595			14,404			39,246		48,703		99,176			163,980
Distribution fees - Class B		36,253			104,021			43,593			1,311			–		–		–			10,520
Distribution fees - Class C		72,010			34,562			9,103			–			–		–		–			–
Shareholder servicing fees - Class A		54,913			129,049			57,026			–			–		–		–			40,868
Shareholder servicing fees - Class B		12,084			34,649			14,514			–			–		–		–			3,506
Shareholder servicing fees - Class C		24,003			11,523			3,034			–			–		–		–			–
Other expenses		4,196			8,095			3,447			1,091			1,265		1,549		5,708			12,452
Total expenses before reimbursement/waiver		367,295			637,381			264,988			55,216			96,576		115,092		261,478			781,678
Less reimbursement/waiver³		–			–			–			(32,369	)		–		–		–			–
Total expenses net of reimbursement/waiver		367,295			637,381			264,988			22,847			96,576		115,092		261,478			781,678
Net Investment Income (Loss)		370,438			713,391			313,777			–			248,015		322,063		571,363			2,464,460
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		–			–			–			–			–		–		–			(18,717	)
Futures		–			–			–			–			–		–		–			358
Unaffiliated issuers		(722,302	)		(2,380,622	)		(2,001,462	)		–			38,164		43,137		(1,915	)		695,954
Affiliated issuers¹		204,431			120,844			371,548			–			–		–		–			–
Capital gain distributions received from underlying funds
Unaffiliated issuers		199,473			565,454			302,800			–			–		–		–			–
Affiliated issuers¹		1,437,890			5,164,937			2,655,207			–			–		–		–			–
Net change in unrealized appreciation (depreciation) on investments (including net unrealized appreciation (depreciation) on foreign currency related transactions)
Options		–			–			–			–			–		–		–			16,533
Futures		–			–			–			–			–		–		–			(610	)
Unaffiliated issuers		721,433			1,346,918			543,420			–			332,805		573,679		838,027			2,552,606
Affiliated issuers¹		(1,327,411	)		(4,668,156	)		(2,140,040	)		–			–		–		–			–
Net Realized and Unrealized Gain (Loss) on Investments		513,514			149,375			(268,527	)		–			370,969		616,816		836,112			3,246,124
Net Increase in Net Assets from Operations	$	883,952		$	862,766		$	45,250		$	–		$	618,984	$	938,879	$	1,407,475		$	5,710,584

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

See accompanying Notes to Financial Statements.

Madison Funds | April 30, 2016

	Corporate Bond Fund			High Income Fund			Diversified Income Fund			Covered Call & Equity Income Fund			Dividend Income Fund			Large Cap Value Fund			Investors Fund			Mid Cap Fund			Small Cap Fund			NorthRoad International Fund			International Stock Fund			Hansberger International Growth Fund

$	409,801		$	717,355		$	926,518		$	6,957		$	2,250		$	6,681		$	7,184		$	10,709		$	2,233		$	632		$	770		$	36

	–			–			1,177,080			630,236			446,511			1,720,789			1,072,392			1,164,010			785,496			559,666			557,168			186,562
	–			–			–			–			–			–			–			–			–			–			–			–
	–			–			(9,066	)		–			(7,640	)		–			(36,678	)		(12,908	)		(325	)		(60,682	)		(55,667	)		(18,855	)
	409,801			717,355			2,094,532			637,193			441,121			1,727,470			1,042,898			1,161,811			787,404			499,616			502,271			167,743

	45,534			64,461			468,279			363,310			133,698			436,474			578,801			992,643			436,732			153,084			191,886			112,768
	28,459			23,440			144,086			62,314			62,392			285,692			199,666			511,454			109,183			52,959			54,825			39,256
	–			5,885			49,030			37,708			–			14,449			–			11,791			1,518			–			5,671			–
	–			–			46,620			–			–			–			–			–			–			–			–			–
	–			26,508			148,059			19,988			–			76,517			30,476			64,766			4,102			–			24,855			–
	–			1,962			16,327			12,569			–			4,800			–			3,930			506			–			1,890			–
	–			–			15,533			–			–			–			–			–			–			–			–			–
	1,280			1,362			8,177			5,033			1,174			9,906			6,577			15,008			5,131			3,077			2,183			1,840
	75,273			123,618			896,111			500,922			197,264			827,838			815,520			1,599,592			557,172			209,120			281,310			153,864
	–			–			–			–			(26,739	)		–			(46,047	)		–			–			–			–			–
	75,273			123,618			896,111			500,922			170,525			827,838			769,473			1,599,592			557,172			209,120			281,310			153,864
	334,528			593,737			1,198,421			136,271			270,596			899,632			273,425			(437,781	)		230,232			290,496			220,961			13,879



	–			–			–			2,444,910			–			–			–			–			–			–			–			–
	–			–			–			–			–			–			–			–			–			–			–			–
	(76,614	)		(1,465,101	)		1,463,712			(1,339,403	)		449,570			8,528,841			4,150,383			11,553,546			3,000,097			(1,838,889	)		(353,530	)		(76,791	)
	–			–			–			–			–			–			–			–			–			–			–			–

	–			–			–			–			–			–			–			–			–			–			–			–
	–			–			–			–			–			–			–			–			–			–			–			–


	–			–			–			759,117			–			–			–			–			–			–			–			–
	–			–			–			–			–			–			–			–			–			–			–			–
	591,239			1,088,822			1,560,132			(509,987	)		1,220,364			(6,384,585	)		20,055,625			(3,449,400	)		125,710			(826,680	)		(847,318	)		(1,787,373	)
	–			–			–			–			–			–			–			–			–			–			–			–
	514,625			(376,279	)		3,023,844			1,354,637			1,669,934			2,144,256			24,206,008			8,104,146			3,125,807			(2,665,569	)		(1,200,848	)		(1,864,164	)
$	849,153		$	217,458		$	4,222,265		$	1,490,908		$	1,940,530		$	3,043,888		$	24,479,433		$	7,666,365		$	3,356,039		$	(2,375,073	)	$	(979,887)		$	(1,850,285	)

See accompanying Notes to Financial Statements.

Madison Funds | April 30, 2016


Statements of Operations for the Six-Months Ended April 30, 2016 (unaudited)
		Madison Target Retirement 2020 Fund			Madison Target Retirement 2030 Fund			Madison Target Retirement 2040 Fund			Madison Target Retirement 2050 Fund
Investment Income:
Interest	$	1,014		$	1,351		$	873		$	398
Dividends
Unaffiliated issuers		439,711			645,135			433,145			194,422
Less: Foreign taxes withheld		–			–			–			–
Total investment income		440,725			646,486			434,018			194,820
Expenses:¹
Advisory agreement fees		65,138			92,966			60,257			25,614
Service agreement fees		13,028			18,593			12,051			5,123
Other expenses		2,988			4,268			2,795			1,179
Total expenses.		81,154			115,827			75,103			31,916
Net Investment Income		359,571			530,659			358,915			162,904
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		(223,854	)		(746,334	)		(505,310	)		(362,774	)
Capital gain distributions received from underlying funds Unaffiliated issuers		135,945			242,271			192,305			95,186
Net change in unrealized appreciation (depreciation) on investments (including net unrealized appreciation (depreciation) on foreign currency related transactions) Unaffiliated issuers		461,296			569,476			209,568			165,138
Net Realized and Unrealized Gain on Investments		373,387			65,413			(103,437	)		(102,450	)
Net Increase in Net Assets from Operations	$	732,958		$	596,072		$	255,478		$	60,454

¹See Note 3 for information on expenses.

See accompanying Notes to Financial Statements.


Madison Funds \| April 30, 2016

Statements of Changes in Net Assets


		Conservative Allocation Fund						Moderate Allocation Fund						Aggressive Allocation Fund						Government Money Market Fund
		Six-Months Ended April 30, 2016 (unaudited)			Year Ended October 31, 2015			Six-Months Ended April 30, 2016 (unaudited)			Year Ended October 31, 2015			Six-Months Ended April 30, 2016 (unaudited)			Year Ended October 31, 2015			Six-Months Ended April 30, 2016 (unaudited)		Year Ended October 31, 2015
Net Assets at beginning of period	$	75,796,970		$	74,779,327		$	145,999,790		$	150,621,084		$	61,816,629		$	61,306,975		$	19,309,804		$	21,031,337
Increase (decrease) in net assets from operations:
Net investment income		370,438			734,032			713,391			1,256,554			313,777			407,607			–			–
Net realized gain.		1,119,492			2,484,425			3,470,613			8,632,169			1,328,093			5,183,912			–			–
Net change in unrealized appreciation (depreciation)		(605,978	)		(2,644,134	)		(3,321,238	)		(8,031,221	)		(1,596,620	)		(4,663,317	)		–			–
Net increase in net assets from operations		883,952			574,323			862,766			1,857,502			45,250			928,202			–			–
Distributions to shareholders from:
Net investment income
Class A		(360,260	)		(735,977	)		(1,100,928	)		(1,515,732	)		(402,397	)		(712,370	)		–			–
Class B		(39,522	)		(73,931	)		(158,540	)		(288,639	)		(87,614	)		(131,546	)		–			–
Class C		(80,218	)		(132,294	)		(52,784	)		(73,012	)		(17,856	)		(25,700	)		–			–
Net realized gains
Class A		(1,385,777	)		(1,947,168	)		(5,707,228	)		(5,792,027	)		(3,649,031	)		(3,391,541	)		–			–
Class B		(298,666	)		(477,033	)		(1,567,987	)		(1,751,819	)		(971,280	)		(974,688	)		–			–
Class C		(588,819	)		(819,430	)		(522,047	)		(443,063	)		(197,949	)		(190,426	)		–			–
Total distributions		(2,753,262	)		(4,185,833	)		(9,109,514	)		(9,864,292	)		(5,326,127	)		(5,426,271	)		–			–
Capital Stock transactions:
Class A Shares
Shares sold		2,449,682			9,812,568			6,222,070			12,938,988			3,087,464			5,699,130			3,538,360			6,879,831
Issued to shareholders in reinvestment of distributions		1,744,689			2,669,691			6,801,086			7,261,935			4,049,878			4,090,813			–			–
Shares redeemed		(5,752,035	)		(8,667,176	)		(8,348,363	)		(16,565,032	)		(2,838,435	)		(5,323,214	)		(3,483,876	)		(8,374,021	)
Net increase (decrease) from capital stock transactions		(1,557,664	)		3,815,083			4,674,793			3,635,891			4,298,907			4,466,729			54,484			(1,494,190	)
Class B Shares
Shares sold		1,022,667			1,167,306			1,701,528			3,501,055			733,180			1,937,168			213,962			345,729
Issued to shareholders in reinvestment of distributions		338,082			549,584			1,724,768			2,033,723			1,055,907			1,103,670			–			–
Shares redeemed		(1,569,477	)		(2,544,524	)		(3,765,610	)		(7,540,929	)		(1,450,967	)		(2,748,286	)		(164,838	)		(573,072	)
Net increase (decrease) from capital stock transactions		(208,728	)		(827,634	)		(339,314	)		(2,006,151	)		338,120			292,552			49,124			(227,343	)
Class C Shares
Shares sold		1,540,076			3,766,571			586,471			2,193,521			66,112			432,354			–			–
Issued to shareholders in reinvestment of distributions		669,037			942,456			574,652			488,581			215,805			211,144			–			–
Shares redeemed		(1,624,567	)		(3,067,323	)		(673,321	)		(926,346	)		(182,595	)		(395,056	)		–			–
Net increase from capital stock transactions		584,546			1,641,704			487,802			1,755,756			99,322			248,442			–			–
Total increase (decrease) from capital stock transactions		(1,181,846	)		4,629,153			4,823,281			3,385,496			4,736,349			5,007,723			103,608			(1,721,533	)
Total increase (decrease) in net assets		(3,051,156	)		1,017,643			(3,423,467	)		(4,621,294	)		(544,528	)		509,654			103,608			(1,721,533	)
Net Assets at end of period	$	72,745,814		$	75,796,970		$	142,576,323		$	145,999,790		$	61,272,101		$	61,816,629		$	19,413,412		$	19,309,804
Undistributed net investment income (loss) included in net assets	$	(53,480	)	$	56,082		$	(205,533	)	$	393,328		$	(179,020	)	$	15,070		$	–		$	–
Capital Share transactions:
Class A Shares
Shares sold		238,709			903,657			571,323			1,093,950			282,742			470,864			3,538,360			6,879,831
Issued to shareholders in reinvestment of distributions		171,807			249,386			636,210			627,110			380,628			345,800			–			–
Shares redeemed		(561,962	)		(805,705	)		(762,383	)		(1,408,144	)		(263,772	)		(439,396	)		(3,483,876	)		(8,374,021	)
Net increase (decrease) from capital share transactions		(151,446	)		347,338			445,150			312,916			399,598			377,268			54,484			(1,494,190	)
Class B Shares
Shares sold		100,143			107,196			158,407			298,149			67,980			164,052			213,962			345,729
Issued to shareholders in reinvestment of distributions		33,082			50,974			162,103			175,928			101,238			94,492			–			–
Shares redeemed		(152,644	)		(234,224	)		(348,274	)		(644,105	)		(137,175	)		(231,728	)		(164,838	)		(573,072	)
Net increase (decrease) from capital share transactions		(19,419	)		(76,054	)		(27,764	)		(170,028	)		32,043			26,816			49,124			(227,343	)
Class C Shares
Shares sold		149,651			345,850			53,887			186,779			6,372			36,088
Issued to shareholders in reinvestment of distributions		65,463			87,338			53,958			42,228			20,671			18,062
Shares redeemed		(157,564	)		(283,227	)		(63,096	)		(79,781	)		(17,012	)		(33,075	)
Net increase from capital share transactions		57,550			149,961			44,749			149,226			10,031			21,075

See accompanying Notes to Financial Statements.


Madison Funds \| April 30, 2016

Statements of Changes in Net Assets

		Tax-Free Virginia Fund						Tax-Free National Fund						High Quality Bond Fund						Core Bond Fund
		Six-Months Ended April 30, 2016 (unaudited)			Year Ended October 31, 2015			Six-Months Ended April 30, 2016 (unaudited)			Year Ended October 31, 2015			Six-Months Ended April 30, 2016 (unaudited)			Year Ended October 31, 2015			Six-Months Ended April 30, 2016 (unaudited)			Year Ended October 31, 2015
Net Assets at beginning of period	$	22,659,372		$	23,100,256		$	27,744,109		$	28,414,758		$	102,551,509		$	118,082,335		$	223,858,567		$	225,218,208
Increase (decrease) in net assets from operations:
Net investment income		248,015			557,549			322,063			681,658			571,363			1,068,831			2,464,460			4,625,209
Net realized gain (loss)		38,164			69,799			43,137			162,253			(1,915	)		346,179			677,595			2,352,083
Net change in unrealized appreciation (depreciation)		332,805			(110,858	)		573,679			(115,237	)		838,027			(278,909	)		2,568,529			(3,394,264	)
Net increase in net assets from operations		618,984			516,490			938,879			728,674			1,407,475			1,136,101			5,710,584			3,583,028
Distributions to shareholders from:
Net investment income
Class A		–			–			–			–			–			–			(362,031	)		(686,660	)
Class B		–			–			–			–			–			–			(20,459	)		(40,569	)
Class Y		(248,128	)		(556,364	)		(321,862	)		(680,303	)		(557,833	)		(1,074,047	)		(2,293,535	)		(4,356,627	)
Class R6		–			–			–			–			–			–			(21,856	)		(15,797	)
Net realized gains
Class A		–			–			–			–			–			–			(271,770	)		(288,322	)
Class B		–			–			–			–			–			–			(23,795	)		(28,595	)
Class Y		(69,797	)		(150,588	)		(162,274	)		(217,904	)		(346,318	)		(118,544	)		(1,544,568	)		(1,598,223	)
Class R6		–			–			–			–			–			–			(14,467	)		(3,894	)
Total distributions		(317,925	)		(706,952	)		(484,136	)		(898,207	)		(904,151	)		(1,192,591	)		(4,552,481	)		(7,018,687	)
Capital Stock transactions:
Class A Shares
Shares sold																				2,914,944			4,601,495
Issued to shareholders in reinvestment of distributions																				630,796			933,423
Shares redeemed																				(2,464,982	)		(6,179,365	)
Net increase (decrease) from capital stock transactions																				1,080,758			(644,447	)
Class B Shares
Shares sold																				41,582			256,153
Issued to shareholders in reinvestment of distributions																				44,255			68,295
Shares redeemed																				(240,845	)		(795,720	)
Net decrease from capital stock transactions																				(155,008	)		(471,272	)
Class Y Shares
Shares sold		219,041			259,157			618,620			775,540			21,142,320			40,394,343			2,063,868			16,119,764
Issued to shareholders in reinvestment of distributions		308,882			682,954			436,285			709,457			826,855			760,886			939,993			1,482,771
Shares redeemed		(919,626	)		(1,192,533	)		(1,413,107	)		(1,986,113	)		(15,745,153	)		(56,629,565	)		(6,601,872	)		(16,101,865	)
Net increase (decrease) from capital stock transactions		(391,703	)		(250,422	)		(358,202	)		(501,116	)		6,224,022			(15,474,336	)		(3,598,011	)		1,500,670
Class R6 Shares
Shares sold																				283,987			1,686,691
Issued to shareholders in reinvestment of distributions																				36,323			19,691
Shares redeemed																				(219,594	)		(15,315	)
Net increase from capital stock transactions																				100,716			1,691,067
Total increase (decrease) from capital stock transactions		(391,703	)		(250,422	)		(358,202	)		(501,116	)		6,224,022			(15,474,336	)		(2,571,545	)		2,076,018
Total increase (decrease) in net assets		(90,644	)		(440,884	)		96,541			(670,649	)		6,727,346			(15,530,826	)		(1,413,442	)		(1,359,641	)
Net Assets at end of period	$	22,568,728		$	22,659,372		$	27,840,650		$	27,744,109		$	109,278,855		$	102,551,509		$	222,445,125		$	223,858,567
Undistributed net investment income (loss) included in net assets	$	3,587		$	3,700		$	4,673		$	4,472		$	110,126		$	96,596		$	(188,652	)	$	44,769
Capital Share transactions:
Class A Shares
Shares sold																				290,684			452,158
Issued to shareholders in reinvestment of distributions																				63,234			91,746
Shares redeemed																				(246,198	)		(607,067	)
Net decrease from capital share transactions																				107,720			(63,163	)
Class B Shares
Shares sold																				4,142			25,161
Issued to shareholders in reinvestment of distributions																				4,438			6,712
Shares redeemed																				(24,057	)		(77,826	)
Net increase (decrease) from capital share transactions																				(15,477	)		(45,953	)
Class Y Shares
Shares sold		18,700			22,359			55,325			70,523			1,916,092			3,649,801			205,845			1,583,787
Issued to shareholders in reinvestment of distributions		26,442			58,764			39,358			64,491			75,265			69,007			94,520			146,113
Shares redeemed		(78,705	)		(102,600	)		(126,947	)		(180,352	)		(1,427,286	)		(5,126,122	)		(660,672	)		(1,581,126	)
Net increase (decrease) from capital share transactions		(33,563	)		(21,477	)		(32,264	)		(45,338	)		564,071			(1,407,314	)		(360,307	)		148,774
Class R6 Shares
Shares sold																				28,395			166,291
Issued to shareholders in reinvestment of distributions																				3,642			1,941
Shares redeemed																				(21,977	)		(1,497	)
Net increase from capital share transactions																				10,060			166,735

See accompanying Notes to Financial Statements.


Madison Funds \| April 30, 2016

Statements of Changes in Net Assets


		Corporate Bond Fund						High Income Fund						Diversified Income Fund						Covered Call & Equity Income Fund
		Six-Months Ended April 30, 2016 (unaudited)			Year Ended October 31, 2015			Six-Months Ended April 30, 2016 (unaudited)			Year Ended October 31, 2015			Six-Months Ended April 30, 2016 (unaudited)			Year Ended October 31, 2015			Six-Months Ended April 30, 2016 (unaudited)			Year Ended October 31, 2015
Net Assets at beginning of period	$	23,545,115		$	27,010,078		$	25,503,956		$	31,251,076		$	147,233,643		$	145,286,852		$	89,071,393		$	60,220,920
Increase (decrease) in net assets from operations:
Net investment income		334,528			680,289			593,737			1,443,566			1,198,421			2,153,698			136,271			176,859
Net realized gain (loss)		(76,614	)		77,740			(1,465,101	)		(313,632	)		1,463,712			3,893,229			1,105,507			5,842,743
Net change in unrealized appreciation (depreciation)		591,239			(395,306	)		1,088,822			(1,854,987	)		1,560,132			(4,362,658	)		249,130			(6,709,561	)
Net increase (decrease) in net assets from operations		849,153			362,723			217,458			(725,053	)		4,222,265			1,684,269			1,490,908			(689,959	)
Distributions to shareholders from:
Net investment income
Class A		–			–			(541,016	)		(1,339,819	)		(1,103,636	)		(2,006,159	)		(304,320	)		(803,931	)
Class B		–			–			(32,766	)		(79,813	)		(72,398	)		(128,802	)		–			–
Class C		–			–			–			–			(68,989	)		(111,519	)		(203,551	)		(383,709	)
Class Y		(334,602	)		(678,077	)		(21,167	)		(21,057	)		–			–			(1,075,209	)		(2,484,145	)
Class R6		–			–			–			–			–			–			(52,763	)		(75,556	)
Net realized gains
Class A		–			–			–			(1,576,185	)		(2,746,767	)		–			(289,318	)		(346,247	)
Class B		–			–			–			(120,683	)		(303,965	)		–			–			–
Class C		–			–			–			–			(286,956	)		–			(178,928	)		(157,719	)
Class Y		(77,756	)		(40,614	)		–			(11,512	)		–			–			(1,036,903	)		(1,233,836	)
Class R6		–			–			–			–			–			–			(50,094	)		(10,324	)
Total distributions		(412,358	)		(718,691	)		(594,949	)		(3,149,069	)		(4,582,711	)		(2,246,480	)		(3,191,086	)		(5,495,467	)
Capital Stock transactions:
Class A Shares
Shares sold								519,652			1,674,886			6,330,269			14,869,686			2,786,834			7,299,764
Issued to shareholders in reinvestment of distributions								526,607			2,568,863			3,824,777			1,978,421			574,094			1,038,831
Shares redeemed								(2,676,198	)		(6,104,245	)		(8,118,846	)		(14,726,381	)		(1,913,937	)		(2,453,398	)
Net increase (decrease) from capital stock transactions								(1,629,939	)		(1,860,496	)		2,036,200			2,121,726			1,446,991			5,885,197
Class B Shares
Shares sold								18,000			160,043			650,036			1,577,854
Issued to shareholders in reinvestment of distributions								28,498			162,119			376,363			128,547
Shares redeemed								(124,270	)		(647,318	)		(1,167,569	)		(2,585,540	)
Net increase (decrease) from capital stock transactions								(77,772	)		(325,156	)		(141,170	)		(879,139	)
Class C Shares
Shares sold														658,654			3,290,899			2,701,887			5,704,108
Issued to shareholders in reinvestment of distributions														355,945			110,743			311,753			438,189
Shares redeemed														(1,126,442	)		(2,135,227	)		(616,113	)		(1,013,937	)
Net increase (decrease) from capital stock transactions														(111,843	)		1,266,415			2,397,527			5,128,360
Class Y Shares
Shares sold		71,563			81,139			1,073,711			1,733,581									8,122,951			51,075,935
Issued to shareholders in reinvestment of distributions		17,637			26,796			21,167			31,473									2,066,489			2,791,002
Shares redeemed		(518,852	)		(3,216,930	)		(1,055,428	)		(1,452,400	)								(12,134,973	)		(32,641,444	)
Net increase (decrease) from capital stock transactions		(429,652	)		(3,108,995	)		39,450			312,654									(1,945,533	)		21,225,493
Class R6 Shares
Shares sold																				87,326			2,861,624
Issued to shareholders in reinvestment of distributions																				102,856			51,333
Shares redeemed																				(546,800	)		(116,108	)
Net increase (decrease) from capital stock transactions																				(356,618	)		2,796,849
Total increase (decrease) from capital stock transactions		(429,652	)		(3,108,995	)		(1,668,261	)		(1,872,998	)		1,783,187			2,509,002			1,542,367			35,035,899
Total increase (decrease) in net assets		7,143			(3,464,963	)		(2,045,752	)		(5,747,120	)		1,422,741			1,946,791			(157,811	)		28,850,473
Net Assets at end of period	$	23,552,258		$	23,545,115		$	23,458,204		$	25,503,956		$	148,656,384		$	147,233,643		$	88,913,582		$	89,071,393
Undistributed net investment income (loss) included in net assets	$	4,774		$	4,848		$	8,280		$	9,492		$	(46,602	)	$	–		$	(1,499,572	)	$	–
Capital Share transactions:
Class A Shares
Shares sold								91,149			265,723			439,211			1,003,726			314,603			759,705
Issued to shareholders in reinvestment of distributions								92,452			416,152			265,708			134,264			64,650			110,180
Shares redeemed								(470,150	)		(988,266	)		(563,152	)		(999,059	)		(217,184	)		(260,367	)
Net increase (decrease) from capital share transactions								(286,549	)		(306,391	)		141,767			138,931			162,069			609,518
Class B Shares
Shares sold								3,078			25,728			44,700			105,641
Issued to shareholders in reinvestment of distributions								4,873			25,617			26,015			8,671
Shares redeemed								(21,198	)		(100,582	)		(80,635	)		(174,264	)
Net increase (decrease) from capital share transactions								(13,247	)		(49,237	)		(9,920	)		(59,952	)
Class C Shares
Shares sold														45,512			221,556			316,366			612,689
Issued to shareholders in reinvestment of distributions														24,606			7,477			36,184			47,722
Shares redeemed														(77,574	)		(144,085	)		(71,727	)		(108,461	)
Net increase (decrease) from capital share transactions														(7,456	)		84,948			280,823			551,950
Class Y Shares
Shares sold		6,363			7,034			190,954			287,679									904,893			5,296,137
Issued to shareholders in reinvestment of distributions		1,569			2,338			3,777			5,194									229,209			294,148
Shares redeemed		(45,860	)		(282,934	)		(188,767	)		(237,196	)								(1,360,987	)		(3,394,084	)
Net increase (decrease) from capital share transactions		(37,928	)		(273,562	)		5,964			55,677									(226,885	)		2,196,201
Class R6 Shares
Shares sold																				9,635			295,083
Issued to shareholders in reinvestment of distributions																				11,358			5,516
Shares redeemed																				(59,653	)		(12,115	)
Net increase (decrease) from capital share transactions																				(38,660	)		288,484

See accompanying Notes to Financial Statements.


Madison Funds \| April 30, 2016

Statements of Changes in Net Assets

		Dividend Income Fund						Large CapValue Fund						Investors Fund						Mid Cap Fund
		Six-Months Ended April 30, 2016 (unaudited)			Year Ended October 31, 2015			Six-Months Ended April 30, 2016 (unaudited)			Year Ended October 31, 2015			Six-Months Ended April 30, 2016 (unaudited)			Year Ended October 31, 2015			Six-Months Ended April 30, 2016 (unaudited)			Year Ended October 31, 2015
Net Assets at beginning of period	$	20,924,558		$	21,518,235		$	177,208,386		$	203,817,722		$	118,284,204		$	173,358,800		$	265,880,184		$	290,650,610
Increase (decrease) in net assets from operations:
Net investment income (loss)		270,596			370,248			899,632			1,202,520			273,425			850,971			(437,781	)		(1,433,150	)
Net realized gain		449,570			830,164			8,528,841			19,715,065			4,150,383			14,548,492			11,553,546			15,183,881
Net change in unrealized appreciation (depreciation)		1,220,364			(863,192	)		(6,384,585	)		(22,072,941	)		20,055,625			(7,809,747	)		(3,449,400	)		2,822,289
Net increase (decrease) in net assets from operations		1,940,530			337,220			3,043,888			(1,155,356	)		24,479,433			7,589,716			7,666,365			16,573,020
Distributions to shareholders from:
Net investment income
Class A		–			–			(385,702	)		(530,834	)		(12,985	)		(3,124	)		–			–
Class B		–			–			(4,614	)		(982	)		–			–			–			–
Class Y		(186,854	)		(355,808	)		(924,359	)		(1,222,110	)		(866,821	)		(722,755	)		–			–
Class R6		–			–			–			–			(66,629	)		(31,748	)		–			–
Net realized gains
Class A		–			–			(7,048,086	)		(9,855,995	)		(290,581	)		(282,552	)		(3,119,742	)		(10,096,248	)
Class B		–			–			(458,770	)		(680,861	)		–			–			(229,780	)		(827,997	)
Class Y		(838,307	)		(1,219,689	)		(11,989,841	)		(16,853,584	)		(13,633,242	)		(29,941,971	)		(11,027,407	)		(36,856,357	)
Class R6		–			–			–			–			(863,240	)		(1,315,235	)		(549,126	)		(1,049,409	)
Total distributions		(1,025,161	)		(1,575,497	)		(20,811,372	)		(29,144,366	)		(15,733,498	)		(32,297,385	)		(14,926,055	)		(48,830,011	)
Capital Stock transactions:
Class A Shares
Shares sold								1,583,756			4,423,301			1,145,994			1,008,592			2,114,447			3,292,194
Issued to shareholders in reinvestment of distributions								7,418,601			10,243,270			303,567			279,828			3,116,694			10,025,872
Shares redeemed								(4,710,267	)		(10,600,838	)		(1,738,646	)		(231,323	)		(3,764,360	)		(9,476,158	)
Net increase (decrease) from capital stock transactions								4,292,090			4,065,733			(289,085	)		1,057,097			1,466,781			3,841,908
Class B Shares
Shares sold								153,787			427,559									155,505			320,087
Issued to shareholders in reinvestment of distributions								463,383			678,940									229,779			827,123
Shares redeemed								(511,994	)		(1,141,251	)								(573,226	)		(1,358,274	)
Net increase (decrease) from capital stock transactions								105,176			(34,752	)								(187,942	)		(211,064	)
Class Y Shares
Shares sold		67,097,366			1,989,210			6,670,762			12,963,807			131,434,750			11,006,964			55,489,970			27,769,283
Issued to shareholders in reinvestment of distributions		985,905			1,511,616			12,900,309			18,074,172			14,292,494			17,846,708			9,641,548			25,946,268
Shares redeemed		(1,533,578	)		(2,856,226	)		(70,816,399	)		(31,378,574	)		(18,847,419	)		(62,675,960	)		(26,042,562	)		(55,123,047	)
Net increase (decrease) from capital stock transactions		66,549,693			644,600			(51,245,328	)		(340,595	)		126,879,825			(33,822,288	)		39,088,956			(1,407,496	)
Class R6 Shares
Shares sold														685,450			2,128,479			459,798			4,515,567
Issued to shareholders in reinvestment of distributions														929,869			1,346,983			549,126			1,049,409
Shares redeemed														(728,459	)		(1,077,198	)		(1,254,336	)		(301,759	)
Net increase (decrease) from capital stock transactions														886,860			2,398,264			(245,412	)		5,263,217
Total increase (decrease) from capital stock transactions		66,549,693			644,600			(46,848,062	)		3,690,386			127,477,600			(30,366,927	)		40,122,383			7,486,565
Total increase (decrease) in net assets		67,465,062			(593,677	)		(64,615,546	)		(26,609,336	)		136,223,535			(55,074,596	)		32,862,693			(24,770,426	)
Net Assets at end of period	$	88,389,620		$	20,924,558		$	112,592,840		$	177,208,386		$	254,507,739		$	118,284,204		$	298,742,877		$	265,880,184
Undistributed net investment income (loss) included in net assets
	$	92,248		$	8,506		$	445,191		$	860,234		$	122,665		$	795,675		$	(2,774,613	)	$	(2,336,832	)
Capital Share transactions:
Class A Shares
Shares sold								107,242			255,629			3,552,510			47,076			264,951			378,026
Issued to shareholders in reinvestment of distributions								503,981			596,927			16,561			13,268			386,208			1,182,296
Shares redeemed								(315,962	)		(636,857	)		(91,969	)		(11,159	)		(467,683	)		(1,116,448	)
Net increase (decrease) from capital share transactions								295,261			215,699			3,477,102			49,185			183,476			443,874
Class B Shares
Shares sold								10,794			25,274									21,822			42,643
Issued to shareholders in reinvestment of distributions								32,068			40,127									33,544			112,995
Shares redeemed								(35,306	)		(67,859	)								(84,031	)		(182,024	)
Net increase (decrease) from capital share transactions								7,556			(2,458	)								(28,665	)		(26,386	)
Class Y Shares
Shares sold		3,121,851			87,166			464,308			777,399			4,487,455			521,213			6,823,053			3,149,762
Issued to shareholders in reinvestment of distributions		45,932			66,708			876,976			1,054,503			779,307			845,815			1,157,449			2,978,906
Shares redeemed		(71,651	)		(126,660	)		(4,842,386	)		(1,822,188	)		(993,113	)		(2,892,859	)		(3,121,639	)		(6,101,904	)
Net increase (decrease) from capital share transactions		3,096,132			27,214			(3,501,102	)		9,714			4,273,649			(1,525,831	)		4,858,863			26,764
Class R6 Shares
Shares sold														37,220			87,423			55,195			508,499
Issued to shareholders in reinvestment of distributions														50,482			63,627			65,062			119,523
Shares redeemed														(39,574	)		(50,991	)		(147,636	)		(33,600	)
Net increase (decrease) from capital share transactions														48,128			100,059			(27,379	)		594,422

See accompanying Notes to Financial Statements.


Madison Funds \| April 30, 2016


Statements of Changes in Net Assets

																				Hansberger International
		Small Cap Fund						NorthRoad International Fund						International Stock Fund						Growth Fund
		Six-Months Ended April 30, 2016 (unaudited)			Year Ended October 31, 2015			Six-Months Ended April 30, 2016 (unaudited)			Year Ended October 31, 2015			Six-Months Ended April 30, 2016 (unaudited)			Year Ended October 31, 2015			Six-Months Ended April 30, 2016 (unaudited)			Year Ended October 31, 2015
Net Assets at beginning of period	$	87,600,246		$	64,439,940		$	45,429,261		$	45,425,305		$	38,329,644		$	33,010,915		$	33,405,022		$	156,780,547
Increase (decrease) in net assets from operations:
Net investment income		230,232			246,443			290,496			816,408			220,961			361,192			13,879			508,794
Net realized gain (loss)		3,000,097			3,744,598			(1,838,889	)		141,024			(353,530	)		365,802			(76,791	)		8,360,702
Net change in unrealized appreciation (depreciation)		125,710			(991,275	)		(826,680	)		(2,600,056	)		(847,318	)		(805,075	)		(1,787,373	)		(6,988,840	)
Net increase (decrease) in net assets from operations		3,356,039			2,999,766			(2,375,073	)		(1,642,624	)		(979,887	)		(78,081	)		(1,850,285	)		1,880,656
Distributions to shareholders from:
Net investment income
Class A		(3,775	)		(8,622	)		–			–			(176,364	)		(533,657	)		–			–
Class B		–			–			–			–			(3,888	)		(31,860	)		–			–
Class Y		(237,790	)		(334,294	)		(549,462	)		(674,182	)		(171,460	)		(210,332	)		(22,052	)		(130,885	)
Class R6		–			–			(175,696	)		(180,437	)		–			–			–			–
Class I		–			–			–			–			–			–			(316,932	)		(2,365,747	)
Net realized gains
Class A		(121,988	)		(191,090	)		–			–			–			–			–			–
Class B		(15,891	)		(25,961	)		–			–			–			–			–			–
Class Y		(2,938,689	)		(3,500,200	)		(302,630	)		(1,361,399	)		–			–			(20,201	)		–
Class R6		–			–			(80,680	)		(364,362	)		–			–			–			–
Class I		–			–			–			–			–			–			(256,002	)		–
Total distributions		(3,318,133	)		(4,060,167	)		(1,108,468	)		(2,580,380	)		(351,712	)		(775,849	)		(615,187	)		(2,496,632	)
Capital Stock transactions:
Class A Shares
Shares sold		394,643			773,600									1,197,639			2,379,285
Issued to shareholders in reinvestment of distributions		125,763			199,707									175,730			527,393
Shares redeemed		(474,884	)		(1,112,553	)								(1,515,767	)		(4,455,302	)
Net increase (decrease) from capital stock transactions		45,522			(139,246	)								(142,398	)		(1,548,624	)
Class B Shares
Shares sold		15,714			84,462									53,422			279,135
Issued to shareholders in reinvestment of distributions		15,891			25,961									3,888			31,860
Shares redeemed		(56,356	)		(184,776	)								(261,371	)		(651,975	)
Net decrease from capital stock transactions		(24,751	)		(74,353	)								(204,061	)		(340,980	)
Class Y Shares
Shares sold		12,065,274			26,907,349			750,287			9,402,829			4,022,731			12,453,021			13,308			15,399
Issued to shareholders in reinvestment of distributions		3,057,379			3,544,488			209,064			525,272			171,460			210,332			42,115			128,025
Shares redeemed		(4,674,653	)		(6,017,531	)		(6,786,786	)		(6,991,005	)		(2,363,464	)		(4,601,090	)		(180,290	)		(484,040	)
Net increase (decrease) from capital stock transactions		10,448,000			24,434,306			(5,827,435	)		2,937,096			1,830,727			8,062,263			(124,867	)		(340,616	)
Class R6 Shares
Shares sold								26,625			864,300
Issued to shareholders in reinvestment of distributions								256,377			544,800
Shares redeemed								(327,215	)		(119,236	)
Net increase (decrease) from capital stock transactions								(44,213	)		1,289,864
Class I Shares
Shares sold																				43,955			819,009
Issued to shareholders in reinvestment of distributions																				572,935			2,365,747
Shares redeemed																				(7,283,688	)		(125,603,689	)
Net decrease from capital stock transactions																				(6,666,798	)		(122,418,933	)
Total Increase (decrease) from capital stock transactions		10,468,771			24,220,707			(5,871,648	)		4,226,960			1,484,268			6,172,659			(6,791,665	)		(122,759,549	)
Total increase (decrease) in net assets		10,506,677			23,160,306			(9,355,189	)		3,956			152,669			5,318,729			(9,257,137	)		(123,375,525	)
Net Assets at end of period	$	98,106,923		$	87,600,246		$	36,074,072		$	45,429,261		$	38,482,313		$	38,329,644		$	24,147,885		$	33,405,022
Undistributed net investment income (loss) included in net assets	$	100,978		$	112,311		$	257,241		$	691,903		$	221,066		$	351,817		$	(195,108	)	$	129,997
Capital Share transactions:
Class A Shares
Shares sold		27,442			51,618									99,978			178,791
Issued to shareholders in reinvestment of distributions		8,697			13,261									13,718			41,790
Shares redeemed		(33,672	)		(74,908	)								(123,734	)		(341,596	)
Net increase (decrease) from capital share transactions		2,467			(10,029	)								(10,038	)		(121,015	)
Class B Shares
Shares sold		1,126			5,872									4,442			21,503
Issued to shareholders in reinvestment of distributions		1,158			1,802									309			2,569
Shares redeemed		(4,156	)		(12,831	)								(21,897	)		(50,526	)
Net decrease from capital share transactions		(1,872	)		(5,157	)								(17,146	)		(26,454	)
Class Y Shares
Shares sold		872,289			1,782,129			71,455			833,074			317,545			938,710			913			905
Issued to shareholders from capital stock transactions		211,145			235,202			20,720			49,789			13,385			16,680			2,707			8,270
Shares redeemed		(333,405	)		(397,954	)		(698,264	)		(642,543	)		(196,813	)		(358,949	)		(12,096	)		(29,533	)
Net increase (decrease) from capital share transactions		750,029			1,619,377			(606,089	)		240,320			134,117			596,441			(8,476	)		(20,358	)
Class R6 Shares
Shares sold								2,817			75,185
Issued to shareholders in reinvestment of distributions								25,234			51,299
Shares redeemed								(34,087	)		(10,717	)
Net increase (decrease) from capital share transactions								(6,036	)		115,767
Class I Shares
Shares sold																				2,865			48,884
Issued to shareholders in reinvestment of distributions																				36,821			152,826
Shares redeemed																				(484,304	)		(7,498,009	)
Net decrease from capital share transactions																				(444,618	)		(7,296,299	)

See accompanying Notes to Financial Statements.


Madison Funds \| April 30, 2016

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
	Six-Months \|Ended April 30,2016 (unaudited)			Year Ended October 31, 2015			Six-Months Ended April 30,2016 (unaudited)			Year Ended October 31, 2015			Six-Months Ended April 30,2016 (unaudited)			Year Ended October 31, 2015			Six-Months Ended April 30,2016 (unaudited)			Year Ended October 31, 2015
Net Assets at beginning of period	$	53,618,610		$	61,964,350		$	79,006,925		$	82,852,177		$	50,029,414		$	58,902,574		$	20,482,173		$	21,265,564
Increase (decrease) in net assets from operations:
Net investment income		359,571			872,479			530,659			1,234,059			358,915			839,055			162,904			326,330
Net realized gain (loss)		(87,909	)		1,693,559			(504,063	)		2,099,659			(313,005	)		1,997,182			(267,588	)		416,075
Net change in unrealized appreciation (depreciation)		461,296			(984,069	)		569,476			(1,065,611	)		209,568			(1,252,918	)		165,138			(90,904	)
Net increase in net assets from operations		732,958			1,581,969			596,072			2,268,107			255,478			1,583,319			60,454			651,501
Distributions to shareholders from:
Net investment income
Class R6		(899,589	)		(537,568	)		(1,258,551	)		(781,023	)		(839,070	)		(588,549	)		(348,249	)		(227,101	)
Net realized gains
Class R6		(1,764,330	)		(604,745	)		(2,672,152	)		(1,632,546	)		(2,209,026	)		(1,513,221	)		(629,298	)		(463,433	)
Total distributions		(2,663,919	)		(1,142,313	)		(3,930,703	)		(2,413,569	)		(3,048,096	)		(2,101,770	)		(977,547	)		(690,534	)
Capital Stock transactions:
Class R6 Shares
Shares sold		437,129			1,965,286			205,453			2,827,154			165,976			1,322,699			1,404,511			2,060,597
Issued to shareholders in reinvestment of distributions		2,663,920			1,142,314			3,930,703			2,413,569			3,048,096			2,101,769			977,547			690,534
Shares redeemed		(3,301,794	)		(11,892,996	)		(3,653,422	)		(8,940,513	)		(828,616	)		(11,779,177	)		(69,621	)		(3,495,489	)
Net increase (decrease) from capital stock transactions		(200,745	)		(8,785,396	)		482,734			(3,699,790	)		2,385,456			(8,354,709	)		2,312,437			(744,358	)
Total increase (decrease) from capital stock transactions		(200,745	)		(8,785,396	)		482,734			(3,699,790	)		2,385,456			(8,354,709	)		2,312,437			(744,358	)
Total increase (decrease) in net assets		(2,131,706	)		(8,345,740	)		(2,851,897	)		(3,845,252	)		(407,162	)		(8,873,160	)		1,395,344			(783,391	)
Net Assets at end of period	$	51,486,904		$	53,618,610		$	76,155,028		$	79,006,925		$	49,622,252		$	50,029,414		$	21,877,517		$	20,482,173
Undistributed net investment income included in net assets	$	84,887		$	624,905		$	88,032		$	815,924		$	42,710			522,865		$	13,667		$	199,012
Capital Share transactions:
Class R6 Shares
Shares sold		45,972			194,179			22,927			279,805			18,123			132,290			146,366			204,401
Issued to shareholders in reinvestment of distributions		282,195			114,460			422,202			243,549			333,125			213,378			104,551			69,681
Shares redeemed		(342,485	)		(1,184,264	)		(370,764	)		(894,665	)		(87,266	)		(1,191,593	)		(7,597	)		(346,869	)
Net increase (decrease) from capital share transactions		(14,318	)		(875,625	)		74,365			(371,311	)		263,982			(845,925	)		243,320			(72,787	)

See accompanying Notes to Financial Statements.


Madison Funds \| April 30, 2016

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 4/30/16																		Ended 4/30/16
	(unaudited)			2015			2014			2013			2012				2011		(unaudited)			2015			2014			2013			2012			2011
Net Asset Value at beginning of period	$	10.63		$	11.15		$	10.68		$	10.43		$	9.94		$	10.02		$	10.69		$	11.19		$	10.71		$	10.42		$	9.94		$	10.03
Income from Investment Operations:
Net investment income¹		0.06			0.13			0.15			0.22			0.24			0.25			0.02			0.06			0.06			0.15			0.16			0.17
Net realized and unrealized gain (loss) on investments		0.07			–			0.50			0.48			0.50			0.04			0.08			(0.01	)		0.51			0.47			0.50			0.05
Total from investment operations		0.13			0.13			0.65			0.70			0.74			0.29			0.10			0.05			0.57			0.62			0.66			0.22
Less Distributions:
Distributions from net investment income		(0.08	)		(0.17	)		(0.14	)		(0.45	)		(0.25	)		(0.37	)		(0.04	)		(0.07	)		(0.05	)		(0.33	)		(0.18	)		(0.31	)
Distributions from capital gains		(0.32	)		(0.48	)		(0.04	)		–			–			–			(0.32	)		(0.48	)		(0.04	)		–			–			–
Total distributions		(0.40	)		(0.65	)		(0.18	)		(0.45	)		(0.25	)		(0.37	)		(0.36	)		(0.55	)		(0.09	)		(0.33	)		(0.18	)		(0.31	)
Net increase (decrease) in net asset value		(0.27	)		(0.52	)		0.47			0.25			0.49			(0.08	)		(0.26	)		(0.50	)		0.48			0.29			0.48			(0.09	)
Net Asset Value at end of period	$	10.36		$	10.63		$	11.15		$	10.68		$	10.43		$	9.94		$	10.43		$	10.69		$	11.19		$	10.71		$	10.42		$	9.94
Total Return (%)²		1.40	³		1.17			6.13			6.90			7.60			3.00			1.07	³		0.44			5.41			6.05			6.75			2.19
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$	43,317		$	46,039		$	44,438		$	42,353		$	41,905		$	35,293		$	9,616		$	10,064		$	11,393		$	11,569		$	9,521		$	8,203
Ratios of expenses to average net assets:
Before reimbursement of expenses by Adviser (%)		0.71	⁴		0.70			0.70			0.70			0.70			0.70			1.46	⁴		1.45			1.45			1.45			1.45			1.45
After reimbursement of expenses by Adviser (%)		0.71	⁴		0.70			0.70			0.70			0.70			0.70			1.46	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 (%)		1.33	⁴		1.23			1.35			2.09			2.34			2.40			0.51	⁴		0.59			0.59			1.29			1.61			1.67
Portfolio turnover (%)⁵		45	³		83			96			69			40			26			45	³		83			96			69			40			26



	CONSERVATIVE ALLOCATION FUND
	CLASS C
				Year Ended October 31,
	Six Months Ended 4/30/16 (unaudited)			2015			2014			2013			2012			2011
Net Asset Value at beginning of period	$	10.69		$	11.20		$	10.72		$	10.43		$	9.95		$	10.04
Income from Investment Operations:
Net investment income¹		0.03			0.05			0.06			0.16			0.16			0.19
Net realized and unrealized gain (loss) on investments		0.07			(0.01	)		0.51			0.46			0.50			0.03
Total from investment operations		0.10			0.04			0.57			0.62			0.66			0.22
Less Distributions:
Distributions from net investment income		(0.04	)		(0.07	)		(0.05	)		(0.33	)		(0.18	)		(0.31	)
Distributions from capital gains		(0.32	)		(0.48	)		(0.04	)		–			–			–
Total distributions		(0.36	)		(0.55	)		(0.09	)		(0.33	)		(0.18	)		(0.31	)
Net increase (decrease) in net asset value		(0.26	)		(0.51	)		0.48			0.29			0.48			(0.09	)
Net Asset Value at end of period	$	10.43		$	10.69		$	11.20		$	10.72		$	10.43		$	9.95
Total Return (%)²		1.07	³		0.34			5.41			6.05			6.75			2.19
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$	19,813		$	19,694		$	18,948		$	16,787		$	10,813		$	5,846
Ratios of expenses to average net assets:
Before reimbursement of expenses by Adviser (%)		1.46	⁴		1.45			1.45			1.45			1.45			1.45
After reimbursement of expenses by Adviser (%)		1.46	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 (%)		0.55	⁴		0.49			0.57			1.22			1.49			1.76
Portfolio turnover (%)⁵		45	³		83			96			69			40			26

¹Net investment income (loss) calculated excluding permanent tax adjustments to undistributed net investment income.
²Total return without applicable sales charge.
³Not 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.


Madison Funds \| April 30, 2016

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 4/30/16																		Ended 4/30/16
	(unaudited)			2015			2014			2013			2012				2011		(unaudited)			2015			2014			2013			2012			2011
Net Asset Value at beginning of period	$	11.62		$	12.27		$	11.50		$	10.35		$	9.76		$	9.63		$	11.52		$	12.19		$	11.43		$	10.29		$	9.70		$	9.58
Income from Investment Operations:
Net investment income¹		0.07			0.13			0.12			0.17			0.19			0.16			0.03			0.05			0.04			0.09			0.11			0.08
Net realized and unrealized gain on investments		–			0.04			0.80			1.23			0.63			0.22			–			0.04			0.78			1.23			0.63			0.21
Total from investment operations		0.07			0.17			0.92			1.40			0.82			0.38			0.03			0.09			0.82			1.32			0.74			0.29
Less Distributions:
Distributions from net investment income		(0.12	)		(0.17	)		(0.15	)		(0.25	)		(0.23	)		(0.25	)		(0.06	)		(0.11	)		(0.06	)		(0.18	)		(0.15	)		(0.17	)
Distributions from capital gains		(0.63	)		(0.65	)		–			–			–			–			(0.63	)		(0.65	)		–			–			–			–
Total distributions		(0.75	)		(0.82	)		(0.15	)		(0.25	)		(0.23	)		(0.25	)		(0.69	)		(0.76	)		(0.06	)		(0.18	)		(0.15	)		(0.17	)
Net increase (decrease) in net asset value		(0.68	)		(0.65	)		0.77			1.15			0.59			0.13			(0.66	)		(0.67	)		0.76			1.14			0.59			0.12
Net Asset Value at end of period	$	10.94		$	11.62		$	12.27		$	11.50		$	10.35		$	9.76		$	10.86		$	11.52		$	12.19		$	11.43		$	10.29		$	9.70
Total Return (%)²		0.74	³		1.44			8.03			13.87			8.55			3.97			0.39	³		0.72			7.18			12.98			7.77			3.19
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$	105,671		$	107,043		$	109,148		$	104,849		$	92,954		$	84,321		$	27,457		$	29,451		$	33,235		$	33,070		$	29,821		$	26,928
Ratios of expenses to average net assets:
Before reimbursement of expenses by Adviser (%)		0.71	⁴		0.70			0.70			0.70			0.70			0.70			1.46	⁴		1.45			1.45			1.45			1.45			1.45
After reimbursement of expenses by Adviser (%)		0.71	⁴		0.70			0.70			0.70			0.70			0.70			1.46	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 (%)		1.18	⁴		1.02			1.00			1.55			1.86			1.64			0.55	⁴		0.41			0.27			0.82			1.11			0.88
Portfolio turnover (%)⁵		57	³		81			89			69			50			20			57	³		81			89			69			50			20



	MODERATE ALLOCATION FUND
	CLASS C
	Six Months				Year Ended October 31,
	Ended 4/30/16
	(unaudited)			2015			2014			2013			2012			2011
Net Asset Value at beginning of period	$	11.53		$	12.20		$	11.44		$	10.30		$	9.71		$	9.58
Income from Investment Operations:
Net investment income¹		0.03			0.02			0.03			0.10			0.10			0.08
Net realized and unrealized gain on investments		–			0.07			0.79			1.22			0.64			0.22
Total from investment operations		0.03			0.09			0.82			1.32			0.74			0.30
Less Distributions:
Distributions from net investment income		(0.06	)		(0.11	)		(0.06	)		(0.18	)		(0.15	)		(0.17	)
Distributions from capital gains		(0.63	)		(0.65	)		–			–			–			–
Total distributions		(0.69	)		(0.76	)		(0.06	)		(0.18	)		(0.15	)		(0.17	)
Net increase (decrease) in net asset value		(0.66	)		(0.67	)		0.76			1.14			0.59			0.13
Net Asset Value at end of period	$	10.87		$	11.53		$	12.20		$	11.44		$	10.30		$	9.71
Total Return (%)²		0.39	³		0.72			7.17			12.97			7.77			3.19
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$	9,448		$	9,506		$	8,238		$	7,347		$	5,253		$	3,939
Ratios of expenses to average net assets:
Before reimbursement of expenses by Adviser (%)		1.46	⁴		1.45			1.45			1.45			1.45			1.45
After reimbursement of expenses by Adviser (%)		1.46	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 (%)		0.57	⁴		0.01			0.21			0.82			1.02			0.90
Portfolio turnover (%)⁵		57	³		81			89			69			50			20

See accompanying Notes to Financial Statements.


Madison Funds \| April 30, 2016

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 4/30/16																		Ended 4/30/16
	(unaudited)			2015			2014			2013			2012			2011			(unaudited)			2015			2014			2013			2012			2011
Net Asset Value at beginning of period	$	11.87		$	12.81		$	11.72		$	10.01		$	9.32		$	9.04		$	11.65		$	12.61		$	11.59		$	9.89		$	9.23		$	8.96
Income from Investment Operations:
Net investment income¹		0.07			0.11			0.09			0.12			0.12			0.07			0.04			0.03			0.002			0.04			0.05			0.002
Net realized and unrealized gain (loss) on investments		(0.06	)		0.10			1.04			1.80			0.70			0.32			(0.07	)		0.09			1.02			1.80			0.68			0.32
Total from investment operations		0.01			0.21			1.13			1.92			0.82			0.39			(0.03	)		0.12			1.02			1.84			0.73			0.32
Less Distributions:
Distributions from net investment income		(0.10	)		(0.20	)		(0.04	)		(0.21	)		(0.13	)		(0.11	)		(0.08	)		(0.13	)		–			(0.14	)		(0.07	)		(0.05	)
Distributions from capital gains		(0.92	)		(0.95	)		–			–			–			–			(0.92	)		(0.95	)		–			–			–			–
Total distributions		(1.02	)		(1.15	)		(0.04	)		(0.21	)		(0.13	)		(0.11	)		(1.00	)		(1.08	)		–			(0.14	)		(0.07	)		(0.05	)
Net increase (decrease) in net asset value		(1.01	)		(0.94	)		1.09			1.71			0.69			0.28			(1.03	)		(0.96	)		1.02			1.70			0.66			0.27
Net Asset Value at end of period	$	10.86		$	11.87		$	12.81		$	11.72		$	10.01		$	9.32		$	10.62		$	11.65		$	12.61		$	11.59		$	9.89		$	9.23
Total Return (%)²		0.25³			1.66			9.67			19.56			8.87			4.29			(0.10	)⁴		0.91			8.80			18.79			7.99			3.54
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$	47,175		$	46,834		$	45,697		$	41,526		$	33,282		$	30,190		$	11,622		$	12,383		$	13,063		$	12,365		$	10,787		$	9,975
Ratios of expenses to average net assets:
Before reimbursement of expenses by Adviser (%)		0.71⁴			0.70			0.70			0.70			0.70			0.70			1.46⁵			1.45			1.45			1.45			1.45			1.45
After reimbursement of expenses by Adviser (%)		0.71⁴			0.70			0.70			0.70			0.70			0.70			1.46⁵			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 (%)		1.17⁴			0.81			0.73			1.02			1.22			0.74			0.71⁵			0.21			(0.01	)		0.34			0.48			(0.00	)⁵
Portfolio turnover (%)⁶		54³			72			78			67			67			29			54⁴			72			78			67			67			29



	AGGRESSIVE ALLOCATION FUND
	CLASS C
	Six Months			Year Ended October 31,
	Ended 4/30/16
	(unaudited)			2015			2014			2013			2012			2011
Net Asset Value at beginning of period	$	11.66		$	12.62		$	11.60		$	9.90		$	9.24		$	8.97
Income from Investment Operations:
Net investment income (loss)¹		0.04			0.02			(0.01	)		0.05			0.03			(0.02	)
Net realized and unrealized gain (loss) on investments		(0.08	)		0.10			1.03			1.79			0.70			0.34
Total from investment operations		(0.04	)		0.12			1.02			1.84			0.73			0.32
Less Distributions:
Distributions from net investment income		(0.08	)		(0.13	)		–			(0.14	)		(0.07	)		(0.05	)
Distributions from capital gains		(0.92	)		(0.95	)		–			–			–			–
Total distributions		(1.00	)		(1.08	)		–			(0.14	)		(0.07	)		(0.05	)
Net increase (decrease) in net asset value		(1.04	)		(0.96	)		1.02			1.70			0.66			0.27
Net Asset Value at end of period	$	10.62		$	11.66		$	12.62		$	11.60		$	9.90		$	9.24
Total Return (%)²		(0.19	)³		0.91			8.79			18.78			7.98			3.54
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$	2,475		$	2,600		$	2,547		$	2,116		$	1,099		$	828
Ratios of expenses to average net assets:
Before reimbursement of expenses by Adviser (%)		1.46⁴			1.45			1.45			1.45			1.45			1.45
After reimbursement of expenses by Adviser (%)		1.46⁴			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 (%)		0.56⁴			0.05			(0.09	)		0.10			0.32			(0.32	)
Portfolio turnover (%)⁶		54³			72			78			67			67			29

¹Net investment income (loss) calculated excluding permanent tax adjustments to undistributed net investment income.
²Total return without applicable sales charge.
³Not annualized.
⁴ Annualized
⁶ 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.


Madison Funds \| April 30, 2016

Financial Highlights for a Share of Beneficial Interest Outstanding


	GOVERNMENT MONEY MARKET FUND
	CLASS A														CLASS B
	Six Months			Year Ended October 31,											Six Months			Year Ended October 31,
	Ended 4/30/16														Ended 4/30/16
	(unaudited)			2015		2014		2013			2012		2011		(unaudited)			2015		2014		2013		2012		2011
Net Asset Value at beginning of period	$	1.00		$	1.00	$	1.00	$	1.00		$	1.00	$	1.00	$	1.00		$	1.00	$	1.00	$	1.00	$	1.00	$	1.00
Income from Investment Operations:
Net investment income¹		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		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		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		0.004			0.00		0.00		0.00		0.00		0.00
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$	19,130		$	19,076	$	20,570	$	24,552		$	11,654	$	12,298	$	283		$	234	$	461	$	524	$	826	$	1,601
Ratios of expenses to average net assets:
Before reimbursement of expenses by Adviser (%)		0.56	⁵		0.55		0.55		0.55			0.55		0.55		1.30	⁵		1.30		1.30		1.30		1.30		1.30
After reimbursement of expenses by Adviser (%)²		0.24	⁵		0.07		0.07		0.09			0.08		0.10		0.25	⁵		0.08		0.07		0.10		0.07		0.10
Ratio of net investment income (loss) to average net assets
After reimbursement and waiver of expenses by Adviser (%)²		0.00	⁵		0.00		0.00		(0.00	)		0.00		0.00		(0.01	)⁵		0.00		0.00		0.00		0.00		0.00

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


	TAX-FREE VIRGINIA FUND*																					TAX-FREE NATIONAL FUND*
	CLASS Y																					CLASS Y
	Six Months			Year Ended																		Six Months			Year Ended
	Ended 4/30/16			October 31,									Year Ended September 30,									Ended 4/30/16			October 31,									Year Ended September 30,
	(unaudited)			2015			2014			2013¹			2013			2012			2011			(unaudited)			2015			2014			2013¹			2013			2012			2011
Net Asset Value at beginning of period	$	11.61		$	11.70		$	11.54		$	11.50		$	12.24		$	11.92		$	11.98		$	11.01		$	11.08		$	10.73		$	10.70		$	11.44		$	11.05		$	11.16
Income from Investment Operations:
Net investment income²		0.15			0.28			0.30			0.03			0.32			0.35			0.35			0.15			0.27			0.29			0.03			0.32			0.33			0.34
Net realized and unrealized gain (loss) on investments		0.19			(0.01	)		0.35			0.04			(0.65	)		0.33			–			0.25			0.01			0.40			0.03			(0.66	)		0.43			(0.02	)
Total from investment operations		0.34			0.27			0.65			0.07			(0.33	)		0.68			0.35			0.40			0.28			0.69			0.06			(0.34	)		0.76			0.32
Less Distributions:
Distributions from net investment income		(0.15	)		(0.28	)		(0.30	)		(0.03	)		(0.32	)		(0.35	)		(0.35	)		(0.15	)		(0.27	)		(0.29	)		(0.03	)		(0.32	)		(0.33	)		(0.34	)
Distributions from capital gains		(0.04	)		(0.08	)		(0.19	)		–			(0.09	)		(0.01	)		(0.06	)		(0.06	)		(0.08	)		(0.05	)		–			(0.08	)		(0.04	)		(0.09	)
Total distributions		(0.19	)		(0.36	)		(0.49	)		(0.03	)		(0.41	)		(0.36	)		(0.41	)		(0.21	)		(0.35	)		(0.34	)		(0.03	)		(0.40	)		(0.37	)		(0.43	)
Net increase (decrease) in net asset value		0.15			(0.09	)		0.16			0.04			(0.74	)		0.32			(0.06	)		0.19			(0.07	)		0.35			0.03			(0.74	)		0.39			(0.11	)
Net Asset Value at end of period	$	11.76		$	11.61		$	11.70		$	11.54		$	11.50		$	12.24		$	11.92		$	11.20		$	11.01		$	11.08		$	10.73		$	10.70		$	11.44		$	11.05
Total Return (%)³		2.73	⁴		2.36			5.82			0.57	⁴		(2.77	)		5.75			3.10			3.51	⁴		2.61			6.52			0.52	⁴		(3.03	)		7.02			3.02
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$	22,569		$	22,659		$	23,100		$	23,408		$	23,215		$	26,117		$	25,009		$	27,841		$	27,744		$	28,415		$	27,805		$	28,328		$	31,526		$	31,319
Ratios of expenses to average net assets:
Before reimbursement of expenses by Adviser (%)		0.86	⁵		0.85			0.85			0.85	⁵		0.85			0.98			1.03			0.83	⁵		0.85			0.85			0.85	⁵		0.85			1.00			1.06
After reimbursement of expenses by Adviser (%)		0.86	⁵		0.85			0.85			0.85	⁵		0.85			–			–			0.83	⁵		0.85			0.85			0.85	⁵		0.85			–			–
Ratio of net investment income to average net assets
After reimbursement of expenses by Adviser (%)		2.21	⁵		2.45			2.63			2.58	⁵		2.71			2.88			3.03			2.31	⁵		2.44			2.65			2.79	⁵		2.92			2.97			3.11
Portfolio turnover (%)⁶		6	⁴		12			16			–	⁴		14			12			7			6	⁴		15			30			6	⁴		24			13			13

^*	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 (loss) calculated excluding permanent tax adjustments to undistributed net investment income.
³	Total return without applicable sales charge.
⁴	Not annualized.
⁵	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.


Madison Funds \| April 30, 2016

Financial Highlights for a Share of Beneficial Interest Outstanding


	HIGH QUALITY BOND FUND*
	CLASS Y
	Six Months			Year Ended October 31,									Year Ended December 31,
	Ended 4/30/16
	(unaudited)				2015			2014			2013¹				2012				2011			2010
Net Asset Value at beginning of period	$	11.04		$	11.04		$	11.07		$	11.21		$		11.15			$	10.94		$	10.68
Income from Investment Operations:
Net investment income²		0.06			0.11			0.11			0.09				0.13				0.16			0.19
Net realized and unrealized gain (loss) on investments		0.09			0.01			0.01			(0.13	)			0.10				0.22			0.27
Total from investment operations		0.15			0.12			0.12			(0.04	)			0.23				0.38			0.46
Less Distributions:
Distributions from net investment income		(0.06	)		(0.11	)		(0.11	)		(0.08	)			(0.13	)			(0.16	)		(0.19	)
Distributions from capital gains		(0.04	)		(0.01	)		(0.04	)		(0.02	)			(0.04	)			(0.01	)		(0.01	)
Total distributions		(0.10	)		(0.12	)		(0.15	)		(0.10	)			(0.17	)			(0.17	)		(0.20	)
Net increase (decrease) in net asset value		0.05			–			(0.03	)		(0.14	)			0.06				0.21			0.26
Net Asset Value at end of period	$	11.09		$	11.04		$	11.04		$	11.07		$		11.21			$	11.15		$	10.94
Total Return (%)³		1.33	⁴		1.11			1.12			(0.35	⁾⁴			2.04				3.53			4.35
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$	109,279		$	102,552		$	118,082		$	132,688		$		109,694			$	104,849		$	52,388
Ratios of expenses to average net assets:
Before reimbursement of expenses by Adviser (%)		0.50	⁵		0.49			0.49			0.49	⁵			0.49				0.49			0.49
After reimbursement of expenses by Adviser (%)		0.50	⁵		0.49			0.49			0.49	⁵			–				–			–
Ratio of net investment income to average net assets
After reimbursement of expenses by Adviser (%)		1.09	⁵		1.00			1.00			0.99	⁵			1.15				1.48			1.76
Portfolio turnover (%)⁶		11	⁴		35			20			30	⁴			29				9			21


	CORE BOND FUND
	CLASS A																				CLASS B
	Six Months			Year Ended October 31,																	Six Months				Year Ended October 31,
	Ended 4/30/16																				Ended 4/30/16
	(unaudited)				2015			2014			2013				2012				2011		(unaudited)				2015			2014			2013			2012			2011
Net Asset Value at beginning of period	$	10.09		$	10.25		$	10.21		$	10.66			$	10.59			$	10.46		$	10.10		$	10.25		$	10.22		$	10.67		$	10.59		$	10.46
Income from Investment Operations:
Net investment income²		0.12			0.19			0.22			0.26				0.26				0.26			0.07			0.11			0.14			0.18			0.18			0.19
Net realized and unrealized gain (loss) on investments		0.15			(0.05	)		0.09			(0.46	)			0.07				0.13			0.15			(0.04	)		0.08			(0.46	)		0.08			0.12
Total from investment operations		0.27			0.14			0.31			(0.20	)			0.33				0.39			0.22			0.07			0.22			(0.28	)		0.26			0.31
Less Distributions:
Distributions from net investment income		(0.13	)		(0.21	)		(0.22	)		(0.25	)			(0.26	)	(0.26			)		(0.08	)		(0.13	)		(0.14	)		(0.17	)		(0.18	)		(0.18	)
Distributions from capital gains		(0.08	)		(0.09	)		(0.05	)		–				–				–			(0.08	)		(0.09	)		(0.05	)		–			–			–
Total distributions		(0.21	)		(0.30	)		(0.27	)		(0.25	)			(0.26	)	(0.26			)		(0.16	)		(0.22	)		(0.19	)		(0.17	)		(0.18	)		(0.18	)
Net increase (decrease) in net asset value		0.06			(0.16	)		0.04			(0.45	)			0.07				0.13			0.06			(0.15	)		0.03			(0.45	)		0.08			0.13
Net Asset Value at end of period	$	10.15		$	10.09		$	10.25		$	10.21			$	10.66			$	10.59		$	10.16		$	10.10		$	10.25		$	10.22		$	10.67		$	10.59
Total Return (%)³		2.56	³		1.34			3.04			(1.92	)			3.11				3.81			2.18	³		0.69			2.18			(2.65	)		2.43			3.04
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$	34,099		$	32,823		$	33,973		$	40,104			$	45,671			$	43,775		$	2,788		$	2,929		$	3,445		$	4,433		$	6,088		$	5,678
Ratios of expenses to average net assets:
Before reimbursement of expenses by Adviser (%)		0.91	⁴		0.90			0.90			0.90				0.90				0.90			1.66	⁴		1.65			1.65			1.65			1.65			1.65
After reimbursement of expenses by Adviser (%)		0.91	⁴		0.90			0.90			0.90				0.90				0.90			1.66	⁴		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 (%)		2.04	⁴		1.85			2.10			2.42				2.41				2.54			1.29	⁴		1.10			1.36			1.68			1.66			1.78
Portfolio turnover (%)⁶		25	⁴		57			41			24				6				12			25	⁴		57			41			24			6			12

¹Effective 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.
²Net investment income (loss) calculated excluding permanent tax adjustments to undistributed net investment income.

³Total return without applicable sales charge.

⁴Not 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.


Madison Funds \| April 30, 2016

Financial Highlights for a Share of Beneficial Interest Outstanding


				CORE BOND FUND - continued
				CLASS Y																						CLASS R6
				Six Months																						Six Months				Year Ended						Inception
				Ended 4/30/16				Year Ended October 31,																		Ended 4/30/16				October 31,						to
					(unaudited)			2015			2014				2013			2012			2011						(unaudited)			2015			2014			10/31/13⁸
Net Asset Value at beginning of period				$	10.07		$	10.22		$	10.19			$	10.64		$	10.58		$	10.46					$	10.09		$	10.24		$	10.20		$	10.53
Income from Investment Operations:
Net investment income¹					0.13			0.21			0.23				0.28			0.29			0.29						0.14			0.23			0.20			0.14
Net realized and unrealized gain (loss) on investments					0.14			(0.04	)		0.09				(0.45	)		0.06			0.12						0.14			(0.06	)		0.13			(0.34	)
Total from investment operations					0.27			0.17			0.32				(0.17			0.35			0.41						0.28			0.17			0.33			(0.20	)
Less Distributions:
Distributions from net investment income					(0.14	)		(0.23	)		(0.24	)			(0.28	)		(0.29	)		(0.29	)					(0.14	)		(0.23	)		(0.24	)		(0.13	)
Distributions from capital gains					(0.08	)		(0.09	)		(0.05	)			–			–			–						(0.08	)		(0.09	)		(0.05	)		–
Total distributions					(0.22	)		(0.32	)		(0.29	)			(0.28	)		(0.29	)		(0.29	)					(0.22	)		(0.32	)		(0.29	)		(0.13	)
Net increase (decrease) in net asset value					0.05			(0.15	)		0.03				(0.45	)		0.06			0.12						0.06			(0.15	)		0.04			(0.33	)
Net Asset Value at end of period				$	10.12		$	10.07		$	10.22			$	10.19	)	$	10.64		$	10.58					$	10.15		$	10.09		$	10.24		$	10.20
Total Return (%)²					2.62	⁴		1.71			3.23				(1.65	)		3.36			4.03						2.71	⁴		1.71			3.32			(1.86	)⁴
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)				$	183,753		$	186,414		$	187,790			$	109,247		$	74,486		$	145,125					$	1,805		$	1,693		$	10		$	10
Ratios of expenses to average net assets:
Before reimbursement of expenses by Adviser (%)					0.66	⁵		0.65			0.65				0.65			0.65			0.65						0.53	⁵		0.52			0.54			0.53	⁵
After reimbursement of expenses by Adviser (%)					0.66	⁵		0.65			0.65				0.65			0.65			0.65						0.53	⁵		0.52			0.54			0.53	⁵
Ratio of net investment income to average net assets
After reimbursement of expenses by Adviser (%)					2.29	⁵		2.10			2.30				2.64			2.64			2.79						2.42	⁵		2.24			1.99			2.71	⁵
Portfolio turnover (%)³					25	⁴		57			41				24			6			12						25	⁴		57			41			24	⁴


		CORPORATE BOND FUND*																						HIGH INCOME FUND
		CLASS Y																						CLASS A
		Period Ended			Year Ended October 31,								,		Year Ended December 31								Six Months				Year Ended October 31,
		4/30/16																					Ended 4/30/16
		(unaudited)			2015			2014			2013⁷				2012			2011			2010			(unaudited)			2015			2014			2013			2012			2011
Net Asset Value at beginning of period	$	11.34		$	11.49		$	11.27		$	11.67			$	11.27		$	10.81		$	10.68		$	5.93		$	6.79		$	7.15		$	7.15		$	6.95		$	7.10
Income from Investment Operations:
Net investment income¹		0.19			0.29			0.25			0.19				0.24			0.22			0.48			0.17			0.32			0.35			0.41			0.45			0.48
Net realized and unrealized gain (loss) on investments		0.25			(0.13	)		0.22			(0.38	)			0.39			0.61			0.13			(0.08	)		(0.47	)		–			0.03			0.20			(0.16	)
Total from investment operations		0.44			0.16			0.47			(0.19	)			0.63			0.83			0.61			0.09			(0.15	)		0.35			0.44			0.65			0.32
Less Distributions:
Distributions from net investment income		(0.19	)		(0.29	)		(0.25	)		(0.19	)			(0.23	)		(0.36	)		(0.48	)		(0.17	)		(0.32	)		(0.36	)		(0.44	)		(0.45	)		(0.47	)
Distributions from capital gains		(0.04	)		(0.02	)		–			(0.02	)			(0.00	)⁶		(0.01	)		–			–			(0.39	)		(0.35	)		–			–			–
Total distributions		(0.23	)		(0.31	)		(0.25	)		(0.21	)			(0.23	)		(0.37	)		(0.48	)		(0.17	)		(0.71	)		(0.71	)		(0.44	)		(0.45	)		(0.47	)
Net increase (decrease) in net asset value		0.21			(0.15	)		0.22			(0.40	)			0.40			0.46			0.13			(0.08	)		(0.86	)		(0.36	)		(0.00	)⁶		0.20			(0.15	)
Net Asset Value at end of period	$	11.55		$	11.34		$	11.49		$	11.27			$	11.67		$	11.27		$	10.81		$	5.85		$	5.93		$	6.79		$	7.15		$	7.15		$	6.95
Total Return (%)²		3.70	⁴		1.40			4.21			(1.58	)⁴			5.72			7.83			5.81			1.20	⁴		(2.29	)		5.20			6.29			9.67			4.61
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$	23,552		$	23,545		$	27,010		$	19,743			$	19,813		$	17,550		$	1,069		$	21,184		$	23,155		$	28,596		$	28,530		$	27,061		$	25,299
Ratios of expenses to average net assets:
Before reimbursement of expenses by Adviser (%)		0.66	⁵		0.65			0.65			0.65	⁵			0.67			0.69			0.06			1.01	⁵		1.00			1.00			1.00			1.00			1.00
After reimbursement of expenses by Adviser (%)		0.66	⁵		0.65			0.65			0.65	⁵			–			–			–			1.01	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 (%)		2.94	⁵		2.55			2.22			2.05	⁵			2.04			1.98			4.44			5.11	⁵		5.12			5.05			5.63			6.35			6.73
Portfolio turnover (%)³		18	⁴		37			31			10	⁴			11			10			14			39	⁴		28			52			28			36			55

¹Net investment income (loss) calculated excluding permanent tax adjustments to undistributed net investment income.
²Total return without applicable sales charge.

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

⁴Not 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 Class was launched on April 22, 2013.

See accompanying Notes to Financial Statements.


Madison Funds \| April 30, 2016

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 4/30/16																		Ended 4/30/16
		(unaudited)			2015			2014			2013			2012			2011			(unaudited)			2015			2014			2013			2012			2011
Net Asset Value at beginning of period	$	6.08		$	6.95		$	7.30		$	7.26		$	7.05		$	7.19		$	5.86		$	6.73		$	7.09		$	7.10		$	6.92		$	7.09
Income from Investment Operations:
Net investment income¹		0.15			0.29			0.30			0.37			0.40			0.44			0.14			0.01			1.02			0.45			0.47			0.49
Net realized and unrealized gain (loss) on investments		(0.08	)		(0.50	)		–			0.03			0.20			(0.17	)		(0.04	)		(0.14	)		(0.65	)		0.01			0.19			(0.16	)
Total from investment operations		0.07			(0.21	)		0.30			0.40			0.60			0.27			0.10			(0.13	)		0.37			0.46			0.66			0.33
Less Distributions:
Distributions from net investment income		(0.14	)		(0.27	)		(0.30	)		(0.36	)		(0.39	)		(0.41	)		(0.19	)		(0.35	)		(0.38	)		(0.47	)		(0.48	)		(0.50	)
Distributions from capital gains		–			(0.39	)		(0.35	)		–			–			–			–			(0.39	)		(0.35	)		–			–			–
Total distributions		(0.14	)		(0.66	)		(0.65	)		(0.36	)		(0.39	)	(0.41		)		(0.19	)		(0.74	)		(0.73	)		(0.47	)		(0.48	)		(0.50	)
Net increase (decrease) in net asset value		(0.07	)		(0.87	)		(0.35	)		0.04			0.21			(0.14	)		(0.09	)		(0.87	)		(0.36	)		(0.01	)		0.18			(0.17	)
Net Asset Value at end of period	$	6.01		$	6.08		$	6.95		$	7.30		$	7.26		$	7.05		$	5.77		$	5.86		$	6.73		$	7.09		$	7.10		$	6.92
Total Return (%)²		0.92	³		(3.11	)		4.47			5.60			8.74			3.89			1.38³			(2.00	)		5.59			6.68			9.92			4.81
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$	1,586		$	1,685		$	2,267		$	2,566		$	2,983		$	3,023		$	688		$	664		$	388		$	17,449		$	53,121		$	81,572
Ratios of expenses to average net assets:
Before reimbursement of expenses by Adviser (%)		1.76	⁴		1.75			1.75			1.75			1.75			1.75			0.76⁴			0.75			0.75			0.75			0.75			0.75
After reimbursement of expenses by Adviser (%)		1.76	⁴		1.75			1.75			1.75			1.75			1.75			0.76⁴			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		4.36			4.30			4.89			5.60			6.01			5.35⁴			5.39			5.36			5.95			6.61			7.00
Portfolio turnover (%)⁵		39	³		28			52			28			36			55			39³			28			52			28			36			55


	DIVERSIFIED INCOME FUND
	CLASS A																		CLASS B
	Six Months			Year Ended October 31,															Six Months			Year Ended October 31,
	Ended 4/30/16																		Ended 4/30/16
		(unaudited)			2015			2014			2013			2012			2011			(unaudited)			2015			2014			2013			2012			2011
Net Asset Value at beginning of period	$	14.75		$	14.79		$	13.89		$	12.54		$	11.68		$	11.16		$	14.83		$	14.88		$	13.98		$	12.61		$	11.74		$	11.22
Income from Investment Operations:
Net investment income¹		0.15			0.23			0.23			0.24			0.26			0.29			0.09			0.13			0.13			0.13			0.18			0.20
Net realized and unrealized gain (loss) on investments		0.30			(0.03	)		0.90			1.35			0.86			0.52			0.30			(0.04	)		0.90			1.37			0.86			0.52
Total from investment operations		0.45			0.20			1.13			1.59			1.12			0.81			0.39			0.09			1.03			1.50			1.04			0.72
Less Distributions:
Distributions from net investment income		(0.15	)		(0.24	)		(0.23	)		(0.24	)		(0.26	)		(0.29	)		(0.09	)		(0.14	)		(0.13	)		(0.13	)		(0.17	)		(0.20	)
Distributions from capital gains		(0.34	)		–			–			–			–			–			(0.34	)		–			–			–			–			–
Total distributions		(0.49	)		(0.24	)		(0.23	)		(0.24	)		(0.26	)		(0.29	)		(0.43	)		(0.14	)		(0.13	)		(0.13	)		(0.17	)		(0.20	)
Net increase in net asset value		(0.04	)		(0.04	)		0.90			1.35			0.86			0.52			(0.04	)		(0.05	)		0.90			1.37			0.87			0.52
Net Asset Value at end of period	$	14.71		$	14.75		$	14.79		$	13.89		$	12.54		$	11.68		$	14.79		$	14.83		$	14.88		$	13.98		$	12.61		$	11.74
Total Return (%)²		3.02	³		1.39			8.22			12.76			9.69			7.32			2.62	³		0.58			7.37			11.99			8.89			6.47
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$	122,774		$	121,026		$	119,364		$	105,521		$	86,952		$	72,913		$	13,260		$	13,442		$	14,378		$	14,297		$	14,387		$	15,906
Ratios of expenses to average net assets:
Before reimbursement of expenses by Adviser (%)		1.11	⁴		1.10			1.10			1.10			1.10			1.10			1.86	⁴		1.85			1.85			1.85			1.85			1.85
After reimbursement of expenses by Adviser (%)		1.11	⁴		1.10			1.10			1.10			1.10			1.10			1.86	⁴		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 (%)		1.80	⁴		1.59			1.61			1.75			2.14			2.51			1.05	⁴		0.84			0.86			1.01			1.42			1.77
Portfolio turnover (%)⁵		19	³		25			23			18			21			17			19	³		25			23			18			21			17

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

²Total return without applicable sales charge.

³Not 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.


Madison Funds \| April 30, 2016

Financial Highlights for a Share of Beneficial Interest Outstanding


		DIVERSIFIED INCOME FUND - continued
	CLASS C
	Six Months			Year Ended October 31,									Inception
	Ended 4/30/16												to
	(unaudited)			2015			2014			2013			10/31/12²
Net Asset Value at beginning of period	$	14.83		$	14.88		$	13.97		$	12.61		$	12.53
Income from Investment Operations:
Net investment income³		0.09			0.13			0.13			0.13			0.04
Net realized and unrealized gain (loss) on investments		0.30			(0.04	)		0.91			1.36			0.08
Total from investment operations		0.39			0.09			1.04			1.49			0.12
Less Distributions:
Distributions from net investment income		(0.09	)		(0.14	)		(0.13	)		(0.13	)		(0.04	)
Distributions from capital gains		(0.34	)		–			–			–			–
Total distributions		(0.43	)		(0.14	)		(0.13	)		(0.13	)		(0.04	)
Net increase (decrease) in net asset value		(0.04	)		(0.05	)		0.91			1.36			0.08
Net Asset Value at end of period	$	14.79		$	14.83		$	14.88		$	13.97		$	12.61
Total Return (%)⁴		2.62	⁵		0.64			7.38			11.91			0.94	⁵
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$	12,622		$	12,766		$	11,545		$	6,732		$	924
Ratios of expenses to average net assets:
Before reimbursement of expenses by Adviser (%)		1.86	⁶		1.85			1.85			1.84			1.83	⁶
After reimbursement of expenses by Adviser (%)		1.86	⁶		1.85			1.85			1.84			1.83	⁶
Ratio of net investment income to average net assets
After reimbursement of expenses by Adviser (%)		1.05	⁶		0.84			0.83			0.88			0.83	⁶
Portfolio turnover (%)⁷		19	⁵		25			23			18			21	⁵


	COVERED CALL & EQUITY INCOME FUND¹
	CLASS A																					CLASS C
	Six Months			Year Ended October 31,															Six Months			Year Ended October 31,									Inception
	Ended 4/30/16																		Ended 4/30/16												to
	(unaudited)			2015			2014			2013			2012			2011			(unaudited)			2015			2014			2013			10/31/12²
Net Asset Value at beginning of period	$	9.14		$	9.92		$	9.99		$	9.76		$	9.76		$	10.27		$	8.89		$	9.74		$	9.89		$	9.74		$	9.66
Income from Investment Operations:
Net investment income³		0.03			0.06			0.08			0.02			0.00	⁸		0.00	⁸		0.02			0.16			0.08			0.20			0.00	⁸
Net realized and unrealized gain (loss) on investments		0.13			(0.06	)		0.77			1.12			0.82			0.50			0.10			(0.23	)		0.69			0.86			0.28
Total from investment operations		0.16			–			0.85			1.14			0.82			0.50			0.12			(0.07	)		0.77			1.06			0.28
Less Distributions:
Distributions from net investment income		(0.17	)		(0.50	)		(0.60	)		(0.60	)		–			–			(0.16	)		(0.50	)		(0.60	)		(0.60	)		–
Distributions from capital gains		(0.16	)		(0.28	)		(0.32	)		(0.31	)		(0.82	)		(1.01	)		(0.17	)		(0.28	)		(0.32	)		(0.31	)		(0.20	)
Total distributions		(0.33	)		(0.78	)		(0.92	)		(0.91	)		(0.82	)		(1.01	)		(0.33	)		(0.78	)		(0.92	)		(0.91	)		(0.20	)
Net increase (decrease) in net asset value		(0.17	)		(0.78	)		(0.07	)		0.23			–			(0.51	)		(0.21	)		(0.85	)		(0.15	)		0.15			0.08
Net Asset Value at end of period	$	8.97		$	9.14		$	9.92		$	9.99		$	9.76		$	9.76		$	8.68		$	8.89		$	9.74		$	9.89		$	9.74
Total Return (%)⁴		1.79	⁵		(0.18	)		8.90			12.29			8.61			5.22			1.32	⁵		(0.83	)		8.01			11.44			2.88	⁵
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$	17,195		$	16,042		$	11,373		$	7,559		$	6,297		$	4,072		$	11,514		$	9,287		$	4,805		$	2,258		$	527
Ratios of expenses to average net assets:
Before reimbursement of expenses by Adviser (%)		1.26	⁶		1.25			1.25			1.25			1.24			1.25			2.01	⁶		1.99			2.00			2.00			1.96	⁶
After reimbursement of expenses by Adviser (%)		1.26	⁶		1.25			1.25			1.25			1.24			1.25			2.01	⁶		1.99			2.00			2.00			1.96	⁶
Ratio of net investment income to average net assets
After reimbursement of expenses by Adviser (%)		0.23	⁶		0.13			(0.30	)		(0.12	)		(0.15	)		(0.44	)		(0.53	)⁶		(0.59	)		(1.07	)		(0.91	)		(0.89	)⁶
Portfolio turnover (%)⁷		45	⁵		107			139			100			84			107			45	⁵		107			139			100			84	⁵

¹Prior to close of business on February 28, 2014, the Fund was known as the Equity Income Fund.
²Class was launched on July 31, 2012.
³Net investment income (loss) calculated excluding permanent tax adjustments to undistributed net investment income. ⁴Total return without applicable sales charge.
⁵Not 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.

See accompanying Notes to Financial Statements.


Madison Funds \| April 30, 2016

Financial Highlights for a Share of Beneficial Interest Outstanding


					COVERED CALL & EQUITY INCOME FUND¹- continued
				CLASS Y																										CLASS R6

				Six Months																										Six Months			Year Ended													Inception
				Ended 4/30/16			Year Ended October 31,																							Ended 4/30/16			October 31,													to
				(unaudited)				2015				2014				2013					2012				2011					(unaudited)				2015				2014				2013			10/31/12²
Net Asset Value at beginning of period				$	9.27		$	10.03			$	10.08			$	9.82				$	9.81			$	10.29					$	9.31		$	10.06			$	10.09			$	9.82				$	9.72
Income from Investment Operations:
Net investment income (loss)³					0.02			0.14				0.22				(0.28			)		0.00⁸				0.03						–			0.24				0.13				0.04					0.00	⁸
Net realized and unrealized gain on investments					0.16			(0.12		)		0.67				1.45					0.84				0.50						0.18			(0.21		)		0.78				1.14					0.30
Total from investment operations					0.18			0.02				0.89				1.17					0.84				0.53						0.18			0.03				0.91				1.18					0.30
Less Distributions:
Distributions from net investment income					(0.17	)		(0.50		)		(0.62		)		(0.60			)		(0.02		)		–						(0.17	)		(0.50		)		(0.62		)		(0.60		)			–
Distributions from capital gains					(0.17	)		(0.28		)		(0.32		)		(0.31			)		(0.81		)		(1.01	)					(0.17	)		(0.28		)		(0.32		)		(0.31		)			(0.20	)
Total distributions					(0.34	)		(0.78		)		(0.94		)		(0.91			)		(0.83		)		(1.01	)					(0.34	)		(0.78		)		(0.94		)		(0.91		)			(0.20	)
Net increase (decrease) in net asset value					(0.16	)		(0.76		)		(0.05		)		0.26					0.01				(0.48	)					(0.16	)		(0.75		)		(0.03		)		0.27					0.10
Net Asset Value at end of period				$	9.11		$	9.27			$	10.03			$	10.08				$	9.82			$	9.81					$	9.15		$	9.31			$	10.06			$	10.09				$	9.82
Total Return (%)⁴					1.94	⁵		0.13				9.08				12.60					8.73				5.51						1.93	⁵		0.23				9.29				12.75					3.07	⁵
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)				$	57,780		$	60,916			$	43,891			$	29,307				$	81,779			$	63,395					$	2,425		$	2,826			$	152			$	116				$	103
Ratios of expenses to average net assets:
Before reimbursement of expenses by Adviser (%)					1.01	⁶		1.00				1.00				1.00					1.00				1.00						0.88	⁶		0.87				0.87				0.87					0.86	⁶
After reimbursement of expenses by Adviser (%)					1.01	⁶		1.00				1.00				1.00					1.00				1.00						0.88	⁶		0.87				0.87				0.87					0.86	⁶
Ratio of net investment income (loss) to average net assets
After reimbursement of expenses by Adviser (%)					0.48	⁶		0.40				(0.03		)		0.14					0.09				(0.15	)					0.62	⁶		0.70				0.10				0.21					0.17	⁶
Portfolio turnover (%)⁷					45	⁵		107				139				100					84				107						45	⁵		107				139				100					84	⁵


	DIVIDEND INCOME FUND*																										LARGE CAP VALUE FUND
	CLASS Y																											CLASS A
	Six Months			Year Ended October 31,											Year Ended December 31,												Six Months			Year Ended October 31,
	Ended 4/30/16																										Ended 4/30/16
	(unaudited)				2015			2014				2013⁹				2012					2011				2010		(unaudited)				2015			2014				2013				2012					2011
Net Asset Value at beginning of period	$	22.28		$	23.59		$	21.94			$	17.90			$	17.17		$			17.50			$	16.39		$	16.33		$	19.18		$	17.04			$	13.99			$	12.42				$	11.40
Income from Investment Operations:
Net investment income³		0.14			0.40			0.38				0.28				0.36					0.20				0.19			0.07			0.08			0.13				0.18				0.21					0.18
Net realized and unrealized gain (loss)on investments		0.51			0.01			2.29				4.03				1.50					0.10				1.11			0.27			(0.10	)		2.15				3.07				1.55					0.98
Total from investment operations		0.65			0.41			2.67				4.31				1.86					0.30				1.30			0.34			(0.02	)		2.28				3.25				1.76					1.16
Less Distributions:
Distributions from net investment income		(0.13	)		(0.38	)		(0.38	)			(0.27	)			(0.35	)				(0.20	)			(0.19	)		(0.10	)		(0.14	)		(0.14	)			(0.20	)			(0.19	)				(0.14	)
Distributions from capital gains		(0.90	)		(1.34	)		(0.64	)			–				(0.78	)				(0.43	)			–			(1.84	)		(2.69	)		–				–				–					–
Total distributions		(1.03	)		(1.72	)		(1.02	)			(0.27	)			(1.13	)				(0.63	)			(0.19	)		(1.94	)		(2.83	)		(0.14	)			(0.20	)			(0.19	)				(0.14	)
Net increase (decrease) in net asset value		(0.38	)		(1.31	)		1.65				4.04				0.73					(0.33	)			1.11			(1.60	)		(2.85	)		2.14				3.05				1.57					1.02
Net Asset Value at end of period	$	21.90		$	22.28		$	23.59			$	21.94			$	17.90				$	17.17			$	17.50		$	14.73		$	16.33		$	19.18			$	17.04			$	13.99				$	12.42
Total Return (%)⁴		3.02	⁵		1.76			12.42				24.18	⁵			10.86					1.73				8.02			2.10	⁵		(0.80	)		13.47				23.58				14.37					10.27
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$	88,390		$	20,925		$	21,518			$	18,658			$	13,263				$	11,189			$	12,256		$	61,682		$	63,566		$	70,495			$	67,048			$	58,537				$	54,271
Ratios of expenses to average net assets:
Before reimbursement of expenses by Adviser (%)		1.09	⁶		1.10			1.10				1.10	⁶			1.17					1.25				1.24			1.17	⁶		1.16			1.16				1.16				1.16					1.16
After reimbursement of expenses by Adviser (%)		0.94	⁶		0.95			0.95				0.95	⁶			1.09					1.25				–			1.17	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 (%)		1.50	⁶		1.75			1.66				1.66	⁶			1.95					–				–			0.93	⁶		0.47			0.69				1.12				1.51					1.44
Portfolio turnover (%)⁷		21	⁵		24			29				16	⁵			61					56				39			39	⁵		97			85				33				25					39

¹Prior to close of business on February 28, 2014, the Fund was known as the Equity Income Fund.
²Class was launched on July 31, 2012.

³Net investment income (loss) calculated excluding permanent tax adjustments to undistributed net investment income.
⁴Total return without applicable sales charge.

⁵Not 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 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.


Madison Funds \| April 30, 2016

Financial Highlights for a Share of Beneficial Interest Outstanding


		LARGE CAP VALUE FUND - continued
		CLASS B																		CLASS Y
	Six Months				Year Ended October 31,														Six Months				Year Ended October 31,
	Ended 4/30/16																		Ended 4/30/16
	(unaudited)				2015			2014			2013			2012			2011		(unaudited)				2015			2014			2013						2012					2011
Net Asset Value at beginning of period	$	16.01		$	18.84		$	16.74		$	13.74		$	12.21		$	11.20		$	16.35		$	19.20		$	17.06		$	14.01						$	12.44			$	11.42
Income from Investment Operations:
Net investment income (loss)²		0.01			(0.05	)		0.04			0.12			0.16			0.12			0.11			0.14			0.19			0.19					0.22						0.23
Net realized and unrealized gain (loss) on investments		0.26		$	(0.09	)		2.07			2.98			1.47			0.94			0.25			(0.11	)		2.14			3.10								1.57			0.97
Total from investment operations		0.27			(0.14	)		2.11			3.10			1.63			1.06			0.36			0.03			2.33			3.29					1.79						1.20
Less Distributions:
Distributions from net investment income		(0.02	)		(0.00	)⁶		(0.01	)		(0.10	)		(0.10	)		(0.05	)		(0.14	)		(0.19	)		(0.19	)		(0.24			)				(0.22		)		(0.18	)
Distributions from capital gains		(1.84	)		(2.69	)		–			–			–			–			(1.84	)		(2.69	)		–					–					–				–
Total distributions		(1.86	)		(2.69	)		(0.01	)		(0.10	)		(0.10	)		(0.05	)		(1.98	)		(2.88	)		(0.19	)		(0.24			)				(0.22		)		(0.18	)
Net increase (decrease) in net asset value		(1.59	)		(2.83	)		2.10			3.00			1.53			1.01			(1.62	)		(2.85	)		2.14			3.05					1.57						1.02
Net Asset Value at end of period	$	14.42		$	16.01		$	18.84		$	16.74		$	13.74		$	12.21		$	14.73		$	16.35		$	19.20		$	17.06						$	14.01			$	12.44
Total Return (%)³		1.73	⁴		(1.49	)		12.61			22.69			13.41			9.52			2.24	⁴		(0.51	)		13.74			23.86					14.64						10.53
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$	3,800		$	4,096		$	4,867		$	5,222		$	5,768		$	7,199		$	47,111		$	109,546		$	128,456		$	132,206						$	84,545			$	78,344
Ratios of expenses to average net assets:
Before reimbursement of expenses by Adviser (%)		1.92	⁵		1.91			1.91			1.91			1.91			1.91			0.93	⁵		0.91			0.91			0.91					0.91						0.91
After reimbursement of expenses by Adviser (%)		1.92	⁵		1.91			1.91			1.91			1.91			1.91			0.93	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 (%)		0.18	⁵		(0.27	)		(0.06	)		0.40			0.79			0.70			1.31	⁵		0.73			0.92			1.33					1.76						1.69
Portfolio turnover (%)⁷		39	⁴		97			85			33			25			39			39	⁴		97			85			33							25				39


		INVESTORS FUND*
		CLASS A														CLASS Y

	Six Months				Year Ended						Inception					Six Months
	Ended 4/30/16				October 31,						to					Ended 4/30/16				Year Ended October 31,									Year Ended December 31,
	(unaudited)				2015			2014			10/31/13¹					(unaudited)				2015			2014			2013⁸			2012					2011						2010
Net Asset Value at beginning of period	$	21.30		$	25.01		$	22.49		$	22.06					$	21.36		$	25.07		$	22.50		$	18.56		$	16.40				$	16.55					$	15.07
Income from Investment Operations:
Net investment income²		0.07			0.09			0.03			–						0.05			0.16			0.12			0.10			0.13					0.15						0.09
Net realized and unrealized gain (loss) on investments		0.60			1.06			3.18			0.43						0.65			1.05			3.15			3.94			2.17					(0.15	)					1.48
Total from investment operations		0.67			1.15			3.21			0.43						0.70			1.21			3.27			4.04			2.30					–						1.57
Less Distributions:
Distributions from net investment income		(0.12	)		(0.06	)		(0.01	)		–						(0.18	)		(0.12	)		(0.02	)		(0.10	)		(0.14	)				(0.15	)					(0.09	)
Distributions from capital gains		(2.79	)		(4.80	)		(0.68	)		–						(2.79	)		(4.80	)		(0.68	)		–			–					–						–
Total distributions		(2.91	)		(4.86	)		(0.69	)		–						(2.97	)		(4.92	)		(0.70	)		(0.10	)		(0.14	)				(0.15	)					(0.09	)
Net increase (decrease) in net asset value		(2.24	)		(3.71	)		2.52			0.43						(2.27	)		(3.71	)		2.57			3.94			2.16					(0.15	)					1.48
Net Asset Value at end of period	$	19.06		$	21.30		$	25.01		$	22.49					$	19.09		$	21.36		$	25.07		$	22.50		$	18.56				$	16.40					$	16.55
Total Return (%)³		3.69	⁴		4.78			14.55			1.95	⁴					3.81	⁴		5.07			14.84			21.78	⁴		14.05					–						10.44
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$	68,239		$	2,189		$	1,340		$	280					$	179,457		$	109,506		$	166,819		$	196,164		$	35,176				$	36,339					$	42,882
Ratios of expenses to average net assets:
Before reimbursement of expenses by Adviser (%)		1.21	⁵		1.31			1.28			1.20	⁵					1.03	⁵		1.06			1.02			1.04	⁵		1.05					0.99						0.99
After reimbursement of expenses by Adviser (%)		1.20	⁵		1.19			1.13			1.06	⁵					0.96	⁵		0.94			0.87			0.89	⁵		0.97					0.99						–
Ratio of net investment income (loss) to average net assets
After reimbursement of expenses by Adviser (%)		(0.11	)⁵		0.38			0.15			(0.22	)⁵					0.43	⁵		0.62			0.43			0.41	⁵		0.75					0.82						–
Portfolio turnover (%)⁷		20	⁴		33			52			34	⁴					20	⁴		33			52			34	⁴		47					36						41

* 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.
¹Class was launched on September 20, 2013.
²Net investment income (loss) calculated excluding permanent tax adjustments to undistributed net investment income.
³Total return without applicable sales charge.
⁴Not annualized.
⁵ Annualized.
⁶ Amounts represent less than $0.005 per share.
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.


Madison Funds \| April 30, 2016

Financial Highlights for a Share of Beneficial Interest Outstanding

					*INVESTORS FUND - continued**												MID CAP FUND*
								CLASS R6												CLASS A
				Six Months				Year Ended October 31,						Inception		Six Months				Year Ended October 31,									Inception
				Ended 4/30/16										to		Ended 4/30/16													to
				(unaudited)				2015			2014			10/31/13¹		(unaudited)				2015			2014						10/31/13⁷
Net Asset Value at beginning of period				$	21.47		$	25.14		$	22.51		$	22.06		$	8.59		$	9.78		$	9.48					$	8.41
Income from Investment Operations:
Net investment income²					0.07			0.15			0.17			–			(0.02	)		(0.06	)		(0.04	)		(0.03					)
Net realized and unrealized gain on investments					0.66			1.10			3.16			0.45			0.19			0.61			1.01							1.10
Total from investment operations					0.73			1.25			3.33			0.45			0.17			0.55			0.97			1.07
Less Distributions:
Distributions from net investment income					(0.22	)		(0.12	)		(0.02	)		–			–			–			–						–
Distributions from capital gains					(2.79	)		(4.80	)		(0.68	)		–			(0.50	)		(1.74	)		(0.67	)					–
Total distributions					(3.01	)		(4.92	)		(0.70	)		–			(0.50	)		(1.74	)		(0.67	)					–
Net increase (decrease) in net asset value					(2.28	)		(3.67	)		2.63			0.45			(0.33	)		(1.19	)		0.30			1.07
Net Asset Value at end of period				$	19.19		$	21.47		$	25.14		$	22.51		$	8.26		$	8.59		$	9.78					$	9.48
Total Return (%)³					3.94	⁴		5.25			15.10			2.04	⁴		2.13	⁴		5.80			10.65			12.72					⁴
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)				$	6,812		$	6,589		$	5,200		$	7,234		$	53,428		$	54,000		$	57,117					$	56,578
Ratios of expenses to average net assets:
Before reimbursement of expenses by Adviser (%)					0.77	⁵		0.73			0.69			0.65	⁵		1.41	⁵		1.40			1.40			1.40					⁵
After reimbursement of expenses by Adviser (%)					0.77	⁵		0.73			0.64			0.56	⁵		1.41	⁵		1.40			1.40			1.40					⁵
Ratio of net investment income (loss) to average net assets
After reimbursement of expenses by Adviser (%)					0.68	⁵		0.83			0.65			0.23	⁵		(0.54	)⁵		(0.72	)		(0.42	)		(0.64					)⁵
Portfolio turnover (%)⁶					20	⁴		33			52			34	⁴		19⁴			28			33						21		⁴
		MID CAP FUND*
		CLASS B												CLASS Y
	Six Months				Year Ended October31,						Inception		Six Months				Year Ended October 31,									Year Ended December 31,
	Ended 4/30/16										to		Ended 4/30/16
	(unaudited)				2015			2014			10/31/13⁷		(unaudited)				2015			2014			2013⁸			2012⁹			2011⁹				2010⁹
Net Asset Value at beginning of period	$	7.38		$	8.69		$	8.55		$	7.62		$	8.85		$	10.00		$	9.66		$	8.31		$	7.45		$	7.40			$	6.11
Income from Investment Operations:
Net investment income (loss)²		(0.07	)		(0.13	)		(0.14	)		(0.06	)		–			(0.04	)		(0.02	)		(0.02	)		–			(0.01		)		(0.02	)
Net realized and unrealized gain (loss) on investments		0.18			0.56			0.95			0.99			0.19			0.63			1.03			2.11			1.17			0.39				1.31
Total from investment operations		0.11			0.43			0.81			0.93			0.19			0.59			1.01			2.09			1.17			0.38				1.29
Less Distributions:
Distributions from capital gains		(0.50	)		(1.74	)		(0.67	)		–			(0.50	)		(1.74	)		(0.67	)		(0.74	)		(0.31	)		(0.33		)		–
Total distributions		(0.50	)		(1.74	)		(0.67	)		–			(0.50	)		(1.74	)		(0.67	)		(0.74	)		(0.31	)		(0.33		)		–
Net increase (decrease) in net asset value		(0.39	)		(1.31	)		0.14			0.93			(0.31	)		(1.15	)		0.34			1.35			0.86			0.05				1.29
Net Asset Value at end of period	$	6.99		$	7.38		$	8.69		$	8.55		$	8.54		$	8.85		$	10.00		$	9.66		$	8.31		$	7.45			$	7.40
Total Return (%)³		1.65	⁴		5.06			9.89			12.20⁴			2.31⁴			6.13			10.88			22.68⁴			15.69			5.10				21.15
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$	3,024		$	3,401		$	4,235		$	5,476		$	232,981		$	198,605		$	224,181		$	255,263		$	168,428		$	160,328			$	159,413
Ratios of expenses to average net assets:
Before reimbursement of expenses by Adviser (%)		2.16	⁵		2.15			2.15			2.15	⁵		1.16	⁵		1.15			1.15			1.15	⁵		1.20			1.25				1.25
After reimbursement of expenses by Adviser (%)		2.16⁵	⁵		2.15			2.15			2.15	⁵		1.16	⁵		1.15			1.15			1.15	⁵		1.20			1.25				1.25
Ratio of net investment income (loss) to average net assets
After reimbursement of expenses by Adviser (%)		(1.28	)⁵		(1.47	)		(1.19	)		(1.39	)⁵		(0.28	)⁵		(0.47	)		(0.17	)		(0.29	)⁵		0.00			(0.20		)		(0.26	)
Portfolio turnover (%)⁶		19⁴			28			33			21⁴			19	⁴		28			33			21	⁴		28			32				57

* 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.
¹Class was launched on September 20, 2013.
²Net investment income (loss) calculated excluding permanent tax adjustments to undistributed net investment income.
³Total return without applicable sales charge.
⁴Not annualized.
⁵ Annualized.
⁷ 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.
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 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 Mid Cap Fund.

See accompanying Notes to Financial Statements.


Madison Funds \| April 30, 2016

Financial Highlights for a Share of Beneficial Interest Outstanding


		*MID CAP FUND - continued**																SMALL CAP FUND
		CLASS R6																CLASS A
	Six Months				Year Ended October 31,									Year			Six Months				Year Ended October 31,
	Ended 4/30/16													Ended			Ended 4/30/16
	(unaudited)				2015			2014			2013¹			12/31/12^2,3			(unaudited)				2015			2014			2013			2012			2011
Net Asset Value at beginning of period	$	8.95		$	10.06		$	9.68		$	8.30			$	7.42		$	14.98		$	15.21		$	14.87		$	11.81		$	10.79		$	9.93
Income from Investment Operations:
Net investment income (loss)⁴		–			(0.05	)		0.02			0.01				0.08			0.02			0.02			0.06			0.02			0.06			0.04
Net realized and unrealized gain on investments		0.21			0.68			1.03			2.11				1.12			0.42			0.58			0.88			3.68			1.31			0.86
Total from investment operations		0.21			0.63			1.05			2.12		1.20					0.44			0.60			0.94			3.70			1.37			0.90
Redemption Fees		–			–			–			–				–			–			–			–			–			–			0.01
Less Distributions:
Distributions from net investment income		–			–			–			–		(0.01			)		(0.02	)		(0.04	)		–			(0.09	)		–			(0.05	)
Distributions from capital gains		(0.50	)		(1.74	)		(0.67	)		(0.74	)			(0.31	)		(0.53	)		(0.79	)		(0.60	)		(0.55	)		(0.35	)		–
Total distributions		(0.50	)		(1.74	)		(0.67	)		(0.74	)	(0.32			)		(0.55	)		(0.83	)		(0.60	)		(0.64	)		(0.35	)		(0.05	)
Net increase (decrease) in net asset value		(0.29	)		(1.11	)		0.38			1.38		0.88					(0.11	)		(0.23	)		0.34			3.06			1.02			0.86
Net Asset Value at end of period	$	8.66		$	8.95		$	10.06		$	9.68			$	8.30		$	14.87		$	$14.98		$	15.21		$	14.87		$	11.81		$	10.79
Total Return (%)⁵		2.51	⁶		6.55			11.29			23.05	⁶	7.34			⁶		3.01	⁶		3.90			6.45			32.85			13.08			9.12
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$	9,310		$	9,874		$	5,118		$	6,270			$	4,856		$	3,446		$	$3,435		$	3,639		$	4,566		$	3,941		$	3,201
Ratios of expenses to average net assets:
Before reimbursement of expenses by Adviser (%)		0.78	⁷		0.77			0.77			0.77	⁷	0.76			⁷		1.51	⁷		1.50			1.50			1.50			1.50			1.50
After reimbursement of expenses by Adviser (%)		0.78	⁷		0.77			0.77			0.77	⁷	0.76			⁷		1.51	⁷		1.50			1.50			1.50			1.50			1.50
Ratio of net investment income (loss) to average net assets
After reimbursement of expenses by Adviser (%)		0.10	⁷		(0.09	)		0.20			0.11	⁷	1.19			⁷		0.29	⁷		0.09			0.35			0.14			0.53			0.33
Portfolio turnover (%)⁸		19	⁶		28			33			21	⁶			28	⁶		10	⁶		19			29			22			15			15

		SMALL CAP FUND
		CLASS B																		CLASS Y
	Six Months							Year Ended October 31,											Six Months				Year Ended October 31,
	Ended 4/30/16																		Ended 4/30/16
	(unaudited)				2015			2014			2013			2012			2011		(unaudited)				2015			2014				2013				2012				2011
Net Asset Value at beginning of period	$	14.25		$	14.58		$	14.38		$	11.45		$	10.55		$	9.78		$	15.03		$	15.26		$	14.88			$	11.82			$	10.77			$	9.91
Income from Investment Operations:
Net investment income (loss)¹		(0.05	)		(0.14	)		(0.05	)		(0.06	)		(0.02	)		(0.06	)		0.04			0.04			0.07		0.02				0.10						0.07
Net realized and unrealized gain on investments		0.41			0.60			0.85			3.56			1.27			0.86			0.41			0.60			0.91				3.71				1.30				0.85
Total from investment operations		0.36			0.46			0.80			3.50			1.25			0.80			0.45			0.64			0.98		3.73				1.40						0.92
Less Distributions:
Distributions from net investment income		–			–			–			(0.02	)		–			(0.03	)		(0.04	)		(0.08	)		(0.00	)⁹	(0.12			)				–			(0.06	)
Distributions from capital gains		(0.53	)		(0.79	)		(0.60	)		(0.55	)		(0.35	)		–			(0.53	)		(0.79	)		(0.60	)			(0.55	)			(0.35		)		–
Total distributions		(0.53	)		(0.79	)		(0.60	)		(0.57	)		(0.35	)		(0.03	)		(0.57	)		(0.87	)		(0.60	)	(0.67			)	(0.35				)		(0.06	)
Net increase (decrease) in net asset value		(0.17	)		(0.33	)		0.20			2.93			0.90			0.77			(0.12	)		(0.23	)		0.38		3.06				1.05						0.86
Net Asset Value at end of period	$	14.08		$	14.25		$	14.58		$	14.38		$	11.45		$	10.55		$	14.91		$	15.03		$	15.26			$	14.88			$	11.82			$	10.77
Total Return (%)³		2.62	⁶		3.10			5.66			31.92			12.21			8.20			3.12	⁶		4.16			6.72		33.17				13.39						9.29
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$	405		$	437		$	522		$	497		$	318		$	266		$	94,256		$	83,728		$	60,279			$	45,217			$	13,808			$	17,039
Ratios of expenses to average net assets:
Before reimbursement of expenses by Adviser (%)		2.26	⁷		2.25			2.25			2.25			2.25			2.25			1.26	⁷		1.25			1.25		1.25				1.25						1.25
After reimbursement of expenses by Adviser (%)		2.26	⁷		2.25			2.25			2.25			2.25			2.25			1.26	⁷		1.25			1.25		1.25				1.25						1.25
Ratio of net investment income (loss) to average net assets
After reimbursement of expenses by Adviser (%)		(0.46	)⁷		(0.66	)		(0.40	)		(0.62	)		(0.22	)		(0.42	)		0.54	⁷		0.32			0.59		0.28				0.77						0.69
Portfolio turnover (%)⁶		10⁶			19			29			22			15			15			10⁶			19			29		22				15						15

*The Financial Statements presented herein include the historical operating results of the Madison Mosaic Funds through April 19, 2013. Effective after market close on this date, the Madison Mosaic Funds reorganized into the Madison Funds.
¹Effective 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.
²The 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 Mid Cap Fund.
³Class was launched on February 29, 2012.
⁴Net investment income (loss) calculated excluding permanent tax adjustments to undistributed net investment income.
⁵Total return without applicable sales charge.
⁶Not annualized.
⁷ Annualized.
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.

See accompanying Notes to Financial Statements.


Madison Funds \| April 30, 2016

Financial Highlights for a Share of Beneficial Interest Outstanding


	NORTHROAD INTERNATIONAL FUND*
	CLASS Y																								CLASS R6
	Six Months			Year Ended October 31,									Year Ended December 31,												Six Months			Year Ended October 31,									Inception
	Ended 4/30/16																								Ended 4/30/16												to
	(unaudited)			2015			2014			2013¹			2012			2011			2010²						(unaudited)				2015			2014			2013¹		12/31/12⁹
Net Asset Value at beginning of period	$	10.57		$	11.54		$	12.25		$	10.39		$	9.28		$	13.30		$	11.92					$	10.67		$	11.60		$	12.28		$	10.39		$	9.28
Income from Investment Operations:
Net investment income³		0.08			0.19			0.19			0.19			0.19			0.04			0.00	⁴					0.09			0.21			0.24			0.22			0.19
Net realized and unrealized gain (loss) on investments		(0.59	)		(0.49	)		(0.41	)		1.67			1.09			(1.03	)		2.20						(0.60	)		(0.47	)		(0.43	)		1.67			1.11
Total from investment operations		(0.51	)		(0.30	)		(0.22	)		1.86			1.28			(0.99	)		2.20						(0.51	)		(0.26	)		(0.19	)		1.89			1.30
Less Distributions:
Distributions from net investment income		(0.17	)		(0.22	)		(0.20	)		–			(0.17	)		(0.04	)		(0.00	)⁴					(0.20	)		(0.22	)		(0.20	)		–			(0.19	)
Distributions from capital gains		(0.09	)		(0.45	)		(0.29	)		–			–			(2.99	)		(0.82	)					(0.09	)		(0.45	)		(0.29	)		–			–
Total distributions		(0.26	)		(0.67	)		(0.49	)		–			(0.17	)		(3.03	)		(0.82	)					(0.29	)		(0.67	)		(0.49	)		–			(0.19	)
Net increase (decrease) in net asset value	$	0.77	)		(0.97	)		(0.71	)		1.86			1.11			(4.02	)		1.38						(0.80	)		(0.93	)		(0.68	)		1.89			1.11
Net Asset Value at end of period		9.80		$	10.57		$	11.54		$	12.25		$	10.39		$	9.28		$	13.30					$	9.87		$	10.67		$	11.60		$	12.28		$	10.39
Total Return (%)⁵		(4.87	)⁶		(2.63	)		(1.91	)		17.90	⁶		13.76			(6.43	)		18.42						(4.79	)⁶		(2.25	)		(1.66	)		18.19	⁶		6.70	⁶
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$	27,612		$	36,216		$	36,751		$	32,616		$	28,856		$	1,621		$	1,763					$	8,462		$	9,213		$	8,674		$	12		$	11
Ratios of expenses to average net assets:
Before reimbursement of expenses by Adviser (%)		1.17	⁷		1.15			1.15			1.15	⁷		1.15			1.20			1.25						0.84	⁷		0.82			0.83			0.83	⁷		0.83	⁷
After reimbursement of expenses by Adviser (%)		1.17	⁷		1.15			1.15			1.15	⁷		1.15			1.20			1.25						0.84	⁷		0.826			0.83			0.83	⁷		0.83	⁷
Ratio of net investment income (loss) to average net assets
After reimbursement of expenses by Adviser (%)		1.42	⁷		1.73			1.68			2.01	⁷		1.94			0.43			0.02						1.87	⁷		2.08			2.67			2.33	⁷		2.33	⁷
Portfolio turnover (%)⁸		13	⁶		29			30			15	⁶		12			129			61						13	⁶		29			30			15	⁶		12	⁶


		INTERNATIONAL STOCK FUND
	CLASS A																					CLASS B
	Six Months			Year Ended October 31,																		Six Months			Year Ended October 31,
	Ended 4/30/16																					Ended 4/30/16
	(unaudited)				2015			2014			2013			2012			2011					(unaudited)				2015			2014			2013			2012			2011
Net Asset Value at beginning of period	$	12.99		$	13.20		$	13.16		$	10.81		$	10.12		$	10.58					$	12.68		$	12.89		$	12.87		$	10.58		$	9.92		$	10.39
Income from Investment Operations:
Net investment income³		0.07			0.12			0.16			0.13			0.14			0.16						0.02			0.03			0.10			0.07			0.09			0.08
Net realized and unrealized gain (loss) on investments		(0.37	)		(0.02	)		(0.02	)		2.35			0.76			(0.47	)					(0.36	)		(0.03	)		(0.06	)		2.28			0.72			(0.47	)
Total from investment operations		(0.30	)		0.10			0.14			2.48			0.90			(0.31	)					(0.34	)		–			0.04			2.35			0.81			(0.39	)
Less Distributions:
Distributions from net investment income		(0.11	)		(0.31	)		(0.10	)		(0.13	)		(0.21	)		(0.15	)					(0.03	)		(0.21	)		(0.02	)		(0.06	)		(0.15	)		(0.08	)
Total distributions		(0.11	)		(0.31	)		(0.10	)		(0.13	)		(0.21	)		(0.15	)					(0.03	)		(0.21	)		(0.02	)		(0.06	)		(0.15	)		(0.08	)
Net increase (decrease) in net asset value		(0.41	)		(0.21	)		0.04			2.35			0.69			(0.46	)					(0.37	)		(0.21	)		0.02			2.29			0.66			(0.47	)
Net Asset Value at end of period	$	12.58		$	12.99		$	13.20		$	13.16		$	10.81		$	10.12					$	12.31		$	12.68		$	12.89		$	12.87		$	10.58		$	9.92
Total Return (%)⁵		(2.33	)⁶		0.83			1.09			23.11			9.23			(3.00	)					(2.69	)⁶		0.06			0.31			22.26			8.39			(3.77	)
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$	20,291		$	21,072		$	23,012		$	24,571		$	21,002		$	20,763					$	1,432		$	1,692		$	2,061		$	2,946		$	3,206		$	3,872
Ratios of expenses to average net assets:
Before reimbursement of expenses by Adviser (%)		1.61	⁷		1.60			1.60			1.60			1.60			1.60						2.36	⁷		2.35			2.35			2.35			2.35			2.35
After reimbursement of expenses by Adviser (%)		1.61	⁷		1.60			1.60			1.60			1.60			1.60						2.36	⁷		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 (%)		1.16	⁷		0.88			1.13			1.02			1.35			1.45						0.31	⁷		0.10			0.29			0.28			0.59			0.72
Portfolio turnover (%)⁸		11	⁶		45			44			53			41			44						11	⁶		45			44			53			41			44

*The Financial Statements presented herein include the historical operating results of the Madison Mosaic Funds through April 19, 2013. Effective after market close on this date, the Madison Mosaic Funds reorganized into the Madison Funds.
¹Effective 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.
²Prior to June 30, 2011, the NorthRoad International Fund was known as the Small/Mid-Cap Fund. Inception of the fund was December 31, 2008.
³Net investment income (loss) calculated excluding permanent tax adjustments to undistributed net investment income.
⁴Amounts represent less than $0.005 per share.
⁵Total return without applicable sales charge.
⁶Not annualized.
⁷ Annualized.
⁸ Portfolio turnover is calculated at the fund level and represents the entire fiscal year or period.
⁹ Class was launched on February 29, 2012.

See accompanying Notes to Financial Statements.


Madison Funds \| April 30, 2016


Financial Highlights for a Share of Beneficial Interest Outstanding


	INTERNATIONAL STOCK FUND - continued
	CLASS Y
	Six Months			Year Ended October 31,
	Ended 4/30/16
	(unaudited)			2015			2014			2013			2012			2011
Net Asset Value at beginning of period	$	13.00		$	13.22		$	13.18		$	10.82		$	10.13		$	10.59
Income from Investment Operations:
Net investment income (loss)²		0.06			(0.05	)		0.73			0.13			0.18			0.21
Net realized and unrealized gain (loss) on investments		(0.33	)		0.17			(0.56	)		2.38			0.75			(0.49	)
Total from investment operations		(0.27	)		0.12			0.17			2.51			0.93			(0.28	)
Less Distributions:
Distributions from net investment income		(0.14	)		(0.34	)		(0.13	)		(0.15	)		(0.24	)		(0.18	)
Total distributions		(0.14	)		(0.34	)		(0.13	)		(0.15	)		(0.24	)		(0.18	)
Net increase (decrease) in net asset value		(0.41	)		(0.22	)		0.04			2.36			0.69			(0.46	)
Net Asset Value at end of period	$	12.59		$	13.00		$	13.22		$	13.18		$	10.82		$	10.13
Total Return (%)⁴		(2.20	)⁵		1.09			1.29			23.44			9.61			(2.85	)
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$	16,759		$	15,566		$	7,938		$	34,634		$	23,294		$	44,358
Ratios of expenses to average net assets:
Before reimbursement of expenses by Adviser (%)		1.36	⁶		1.35			1.35			1.35			1.35			1.35
After reimbursement of expenses by Adviser (%)		1.36	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 (%)		1.36	⁶		1.27			1.65			1.26			1.36			1.70
Portfolio turnover (%)⁹		11	⁵		45			44			53			41			44


	HANSBERGER INTERNATIONAL GROWTH FUND*
	CLASS I																					CLASS Y
				Year Ended																					Year Ended
	Six Months			October 31,						Year Ended December 31,												Six Months			October 31,						Year Ended December 31,
	Ended 4/30/16																					Ended 4/30/16
	(unaudited)			2015			2014¹			2013			2012			2011			2010			(unaudited)			2015			2014¹			2013			2012			2011			2010
Net Asset Value at beginning of period	$	16.11		$	16.70		$	17.88		$	15.42		$	13.11		$	16.16		$	15.02		$	16.09		$	16.68		$	17.89		$	15.42		$	13.11		$	16.16		$	15.01
Income from Investment Operations:
Net investment income²		0.01			0.73			0.26			0.17³			0.213			0.213			0.153			(0.05	)		0.05			0.14			0.133			0.17³			0.193			0.12³
Net realized and unrealized gain (loss) on
investments		(0.92	)		(0.54	)		(1.44	)		2.52			2.33			(3.06	)		1.14			(0.87	)		0.12			(1.35	)		2.53			2.32			(3.07	)		1.15
Total from investment operations		(0.91	)		0.19			(1.18	)		2.69			2.54			(2.85	)		1.29			(0.92	)		0.17			(1.21	)		2.66			2.49			(2.88	)		1.27
Less Distributions:
Distributions from net investment income		(0.17	)		(0.78	)		–			(0.23	)		(0.23	)		(0.20	)		(0.15	)		(0.15	)		(0.76	)		–			(0.19	)		(0.18	)		(0.17	)		(0.12	)
Distributions from capital gains		(0.13	)		–			–			–			–			–			–			(0.13	)		–			–			–			–			–			–
Total distributions		(0.30	)		(0.78	)		–			(0.23	)		(0.23	)		(0.20	)		(0.15	)		(0.28	)		(0.76	)		–			(0.19	)		(0.18	)		(0.17	)		(0.12	)
Net increase (decrease) in net asset value		(1.21	)		(0.59	)		(1.18	)		2.46			2.31			(3.05	)		1.14			(1.20	)		(0.59	)		(1.21	)		2.47			2.31			(3.05	)		1.15
Net Asset Value at end of period	$	14.90		$	16.11		$	16.70		$	17.88		$	15.42		$	13.11		$	16.16		$	14.89		$	16.09		$	16.68		$	17.89		$	15.42		$	13.11		$	16.16
Total Return (%)⁴		(5.80	)⁵		1.41			(6.60	)⁵		17.46			19.37			(17.61	)		8.63			(5.86	)⁵		1.27			(6.76	)⁵		17.26			19.01			(17.82	)		8.44
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$	21,951		$	30,895		$	153,839		$	262,627		$	518,186		$	548,110		$	608,571		$	2,197		$	2,510		$	2,942		$	3,928		$	4,410		$	5,907		$	9,398
Ratios of expenses to average net assets:
Before reimbursement of expenses by Adviser (%)		1.01	⁶		1.01			0.95	⁶		0.94			0.89			0.86			0.87			1.16	⁶		1.16			1.85	⁶		1.67			1.45			1.05			1.10
After reimbursement of expenses by Adviser (%)		1.01	⁶		1.01			0.95	⁶		0.94	⁷		0.89	⁸		0.86			0.87			1.16	⁶		1.16			1.16	⁶		1.17	⁹		1.15	¹⁰		1.05			1.10
Ratio of net investment income to average net assets
After reimbursement of expenses by Adviser (%)		0.62	⁶		0.85			1.40	⁶		1.05			1.44			1.39			1.05			(0.06	)⁶		0.80			1.22	⁶		0.78			1.15			1.22			0.83
Portfolio turnover (%)¹¹		34	⁵		61			34	⁵		48			47			62			52			16	⁵		61			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.
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	Includes interest expense of 0.02%.Without this expense the ratio of net expenses would have been 1.15%.
¹⁰	Includes interest expense of less than 0.01%.
¹¹	Portfolio turnover is calculated at the fund level and represents the entire fiscal year or period.

See accompanying Notes to Financial Statements.

Madison Funds \| April 30, 2016


Financial Highlights for a Share of Beneficial Interest Outstanding

	TARGET RETIREMENT											TARGET RETIREMENT
	2020 FUND											2030 FUND
	CLASS R6											CLASS R6
	Six Months Ended 4/30/16 (unaudited)			Year Ended 10/31/15			Inception to 10/31/14¹				Six Months Ended 4/30/16 (unaudited)			Year Ended 10/31/15			Inception to 10/31/14¹


Net Asset Value at beginning of period	$	10.07		$	10.00		$	10.00			$	9.97		$	9.99		$	10.00
Income from Investment Operations:
Net investment income²		0.07			0.16			0.03				0.08			0.15			0.03
Net realized and unrealized gain (loss) on investments		0.06			0.10			(0.03	)			(0.01	)		0.12			(0.04	)
Total from investment operations		0.13			0.26			–				0.07			0.27			(0.01	)
Less Distributions:
Distributions from net investment income		(0.17	)		(0.09	)		–				(0.17	)		(0.09	)		–
Distributions from capital gains		(0.33	)		(0.10	)		–				(0.35	)		(0.20	)		–
Total distributions		(0.50	)		(0.19	)		–				(0.52	)		(0.29	)		–
Net increase (decrease) in net asset value		(0.37	)		0.07			–				(0.45	)		(0.02	)		(0.01	)
Net Asset Value at end of period	$	9.70		$	10.07		$	10.00			$	9.52		$	9.97		$	9.99
Total Return (%)³		1.47	⁴		2.61			–⁴				0.79⁴			2.76			(0.10	)⁴
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$	51,487		$	53,619		$	61,964			$	76,155		$	79,007		$	82,852
Ratios of expenses to average net assets:
Before reimbursement of expenses by Adviser (%)		0.31	⁵		0.30			0.32	⁵			0.31	⁵		0.30			0.32	⁵
After reimbursement of expenses by Adviser (%)		0.31	⁵		0.30			0.32	⁵			0.31	⁵		0.30			0.32	⁵
Ratio of net investment income to average net assets
After reimbursement of expenses by Adviser (%)		1.38	⁵		1.46			1.82	⁵			1.43	⁵		1.49			1.87	⁵
Portfolio turnover (%)⁶		93	⁴		207			48	⁴			72	⁴		156			44	⁴



	TARGET RETIREMENT										TARGET RETIREMENT
	2040 FUND										2050 FUND
	CLASS R6										CLASS R6
	Six Months Ended 4/30/16 (unaudited)			Year Ended 10/31/15			Inception to 10/31/14¹			Six Months Ended 4/30/16 (unaudited)				Year Ended 10/31/15			Inception to 10/31/14¹


Net Asset Value at beginning of period	$	9.90		$	9.98		$	10.00			$	9.95		$	9.98		$	10.00
Income from Investment Operations:
Net investment income²		0.07			0.15			0.03				0.07			0.15			0.03
Net realized and unrealized gain (loss) on investments		(0.03	)		0.13			(0.05	)			(0.05	)		0.13			(0.05	)
Total from investment operations		0.04			0.28			(0.02	)			0.02			0.28			(0.02	)
Less Distributions:
Distributions from net investment income		(0.17	)		(0.10	)		–				(0.16	)		(0.10	)		–
Distributions from capital gains		(0.44	)		(0.26	)		–				(0.30	)		(0.21	)		–
Total distributions		(0.61	)		(0.36	)		–				(0.46	)		(0.31	)		–
Net increase (decrease) in net asset value		(0.57	)		(0.08	)		(0.02	)			(0.44	)		(0.03	)		(0.02	)
Net Asset Value at end of period	$	9.33		$	9.90		$	9.98			$	9.51		$	9.95		$	9.98
Total Return (%)³		0.51	⁴		2.86			(0.20	)⁴			0.29	⁴		2.87			(0.20	)⁴
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$	49,622		$	50,029		$	58,903			$	21,878		$	20,482		$	21,266
Ratios of expenses to average net assets:
Before reimbursement of expenses by Adviser (%)		0.31	⁵		0.30			0.32	⁵			0.31	⁵		0.30			0.32	⁵
After reimbursement of expenses by Adviser (%)		0.31	⁵		0.30			0.32	⁵			0.31	⁵		0.30			0.32	⁵
Ratio of net investment income to average net assets
After reimbursement of expenses by Adviser (%)		1.49	⁵		1.50			1.84	⁵			1.59	⁵		1.51			1.72	⁵
Portfolio turnover (%)⁶		71	⁴		160			46	⁴			78	⁴		204			52	⁴

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

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

³Total return without applicable sales charge.

⁴Not 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.

Madison Funds | April 30, 2016

Notes to 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-four funds (individually, a “Fund,” collectively, the “Funds”).

During the reporting period, based on approval given by the Board of Trustees at a meeting held on December 18, 2015, the Madison Large Cap Growth Fund reorganized with and into the Madison Investors Fund. The two Fund’s fundamental investment policies and investment objectives were the same. Prior to reorganization, the Large Cap Growth Fund’s Class B shares were converted to Class A shares. The Large Cap Growth Fund’s Class A and Y shares were then exchanged for Class A and Y shares of the Investors Fund effective after market close February 26, 2016.

Effective February 29, 2016 the Madison Cash Reserves Fund changed to a government money market fund and adopted a principal investment strategy to normally invest at least 99.5% of its total assets in cash, government securities, and/or repurchase agreements that are collateralized by cash, and/or government securities. Additionally, the Fund changed its name to the Madison Government Money Market Fund.

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 Small Cap Fund, NorthRoad International Fund, International Stock Fund and Hansberger International Growth Fund.

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

The Government Money Market Fund offers two classes of shares: Class A and B. The High Income, Large Cap Value, 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 offer two classes of shares: Class Y and R6. The Tax-Free Virginia, Tax-Free National, High Quality Bond, Corporate Bond and Dividend Income offer one class of shares: Class Y. The Hansberger International Growth Fund offers two classes of shares: Class I and Y. The Target Date Funds offer one class of shares, Class R6 shares. Each class of shares represents an interest in the assets of the respective Fund and has identical voting, dividend, liquidation and other rights, except that each class of shares bears its own distribution fees and servicing fees, if any, and its proportional share of Fund level expenses, is subject to its own sales charges, if any, and has exclusive voting rights on matters pertaining to Rule 12b-1 of the 1940 Act as it relates to that class and other class-specific matters.

2. SIGNIFICANT ACCOUNTING POLICIES

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

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

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

Municipal debt securities are traded via a network of dealers and brokers that connect buyers and sellers. Liquidity in the tax-exempt market is influenced by economic conditions, issuer financial strength, bond structure, trade size, supply and demand, tax code and regulatory environment. There may be little trading in the secondary market for particular bonds and other debt securities, making them more difficult to value or sell. Asset-backed and mortgage-backed securities are valued by independent pricing services using models that consider estimated cash flows of each tranche of the security, establish a benchmark yield and develop an estimated tranche specific spread to the benchmark yield based on the unique attributes of the tranche.

Investments in shares of open-end mutual funds, including money market funds, are valued at their daily net asset value (“NAV”) which is calculated as of the close of regular trading on the New York Stock Exchange (the “NYSE”), usually 4:00 p.m. Eastern Standard Time), on each day on which the NYSE is open for business. NAV per share is determined by dividing each Fund’s total net assets by the number of shares of such Fund outstanding at the time of calculation. Because the assets of each 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 NAVs 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 Government Money Market Fund are valued on an amortized cost basis, which approximates market value.

Madison Funds | Notes to the Financial Statements (unaudited) - continued | April 30, 2016

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.

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 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.

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

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.

Each Fund, except the Government Money Market and the Tax-Free Funds, 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 Small Cap, NorthRoad International and Hansberger International Growth Funds had net realized losses of $1,135, $20,020 and $12,047, related to foreign currency transactions, respectively. The International Stock Fund had net realized gains of $4,279.

Forward Foreign Currency Exchange Contracts: Each Fund, except the Government Money Market 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, 2016, none of the Funds had open forward foreign currency exchange contracts.

Madison Funds | Notes to the Financial Statements (unaudited) - continued | April 30, 2016

Illiquid Securities: Each Fund currently limits investments in illiquid securities to 15% of net assets at the time of purchase, except for Government Money Market Fund which is governed by the Rule 2(a)-7 liquidity guidelines. 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, 2016, investments in securities of the High Income Fund included issues that are illiquid. As of that date, the aggregate values of illiquid securities held by the High Income Fund were $236,250, which represent 1.01% of net assets. 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, 2016, which includes cost and acquisition date, is as follows:

Security	Acquisition Date		Acquisition Cost
High Income Fund
Brand Energy & Infrastructure Services Inc.		11/22/13	$	250,000

			$	250,000

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, 2016, none of the Funds had entered into such transactions.

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.

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 April 30, 2016, 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, 2016, 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 April 30, 2016, in valuing the Funds’ investments carried at fair value (please see the Portfolio of Investments for each Fund for a listing of all securities within each category):

Quoted Prices In

Significant

Active Markets

Other

Significant

for Identical

Observable

Unobservable

Investments

Inputs

Value at

Fund¹

(Level 1)

(Level 2)

(Level 3)

4/30/16

Conservative Allocation

72,766,686

–

72,766,686

Moderate Allocation

142,673,753

–

142,673,753

Aggressive Allocation

61,316,243

–

61,316,243

Government Money Market²

824,518

17,055,740

–

17,880,258

Tax-Free Virginia

Municipal Bonds

–

22,241,267

–

22,241,267

Tax-Free National

Municipal Bonds

–

27,169,634

–

27,169,634

High Quality Bond

Corporate Notes and Bonds

–

41,266,152

–

41,266,152

U.S. Government and Agency

Obligations

–

64,914,971

–

64,914,971

Short-Term Investments

2,327,071

–

2,327,071

106,181,123

–

108,508,194

Core Bond

Assets

Asset Backed Securities

–

7,382,113

–

7,382,113

Collateralized Mortgage

Obligations

–

5,695,327

–

5,695,327

Commercial Mortgage-Backed

Securities

–

5,089,812

–

5,089,812

Corporate Notes and Bonds

–

69,308,932

–

69,308,932

Long Term Municipal Bonds

–

23,772,241

–

23,772,241

Mortgage Backed Securities

–

50,569,526

–

50,569,526

Put Options Purchased

33,281

–

33,281

U.S. Government and Agency

Obligations

–

52,422,268

–

52,422,268

Short-Term Investments

6,313,136

–

6,313,136

6,346,417

214,240,219

–

220,586,636

Liabilities:

Options Written

26,719

–

26,719

Corporate Bond

Corporate Notes and Bonds

–

21,743,342

–

21,743,342

Long Term Municipal Bonds

–

1,118,396

–

1,118,396

Short-Term Investments

394,906

–

394,906

22,861,738

–

23,256,644

Madison Funds | Notes to the Financial Statements (unaudited) - continued | April 30, 2016

	Quoted Prices In		Significant
	Active Markets		Other		Significant
	for Identical		Observable		Unobservable
	Investments		Inputs		Inputs			Value at
Fund¹	(Level 1)		(Level 2)		(Level 3)		4/30/16

High Income
Corporate Notes and Bonds	$	–	$	21,481,407	$	–	$	21,481,407
Short-Term Investments		1,861,625		–		–		1,861,625

		1,861,625		21,481,407		–		23,343,032
Diversified Income
Common Stocks		80,589,940		–		–		80,589,940
Asset Backed Securities		–		1,867,620		–		1,867,620
Collateralized Mortgage
Obligations		–		1,489,780		–		1,489,780
Commercial Mortgage-Backed
Securities		–		1,585,398		–		1,585,398
Corporate Notes and Bonds		–		22,003,335		–		22,003,335
Long Term Municipal Bonds		–		5,866,049		–		5,866,049
Mortgage Backed Securities		–		13,128,690		–		13,128,690
U.S. Government and Agency
Obligations		–		15,238,855		–		15,238,855
Short-Term Investments		6,585,446		–		–		6,585,446

		87,175,386		61,179,727		–		148,355,113
Covered Call & Equity Income
Assets:
Common Stocks		65,692,954		–		–		65,692,954
Exchange Traded Funds		4,067,690		–		–		4,067,690
U.S. Government and Agency
Obligations		–		4,998,891		–		4,998,891
Short-Term Investments		19,988,128		–		–		19,988,128

		89,748,772		4,998,891		–		94,747,663
Liabilities:
Options Written		2,393,402		–		–		2,393,402
Dividend Income
Common Stocks		83,916,128		–		–		83,916,128
Short-Term Investments		4,258,271		–		–		4,258,271

		88,174,399		–		–		88,174,399
Large Cap Value
Common Stocks		104,368,596		–		–		104,368,596
Short-Term Investments		9,843,034		–		–		9,843,034

		114,211,630		–		–		114,211,630
Investors
Common Stocks		237,448,540		–		–		237,448,540
Short-Term Investments		16,629,716		–		–		16,629,716

		254,078,256		–		–		254,078,256
Mid Cap
Common Stocks	$	265,450,659		–		–		265,450,659
Short-Term Investments		25,651,700		–		–		25,651,700

		291,102,359		–		–		291,102,359
Small Cap
Common Stocks	$	89,485,506	$	4,385,862	$	–	$	93,871,368
Short-Term Investments		4,251,424		–		–		4,251,424

		93,736,930		4,385,862		–		98,122,792
NorthRoad International
Common Stocks
Australia		636,045		–		–		636,045
Brazil		–		733,850		–		733,850
Denmark		–		1,407,806		–		1,407,806
France		2,864,074		2,584,061		–		5,448,135
Germany		1,118,684		–		–		1,118,684
Ireland		1,482,457		–		–		1,482,457
Israel		643,817		–		–		643,817
Japan		1,810,234		1,512,697		–		3,322,931
Netherlands		2,555,425		772,314		–		3,327,739
Singapore		–		587,181		–		587,181
South Korea		–		886,164		–		886,164
Sweden		789,851		–		–		789,851
Switzerland		5,272,834		–		–		5,272,834
United Kingdom		5,145,635		4,034,428		–		9,180,063
Short-Term Investments		1,086,252		–		–		1,086,252

		23,405,308		12,518,501		–		35,923,809

International Stock
Common Stocks
Australia	$	–	$	620,799	$	–	$	620,799
Austria		–		135,858		–		135,858
Belgium		–		1,557,989		–		1,557,989
Brazil		–		510,286		–		510,286
Canada		–		879,266		–		879,266
Denmark		–		459,871		–		459,871
Finland		–		668,577		–		668,577
France		–		3,065,960		–		3,065,960
Germany		–		949,329		–		949,329
Ireland		361,685		1,435,999		–		1,797,684
Israel		841,525		–		–		841,525
Italy		–		641,863		–		641,863
Japan		–		7,479,563		–		7,479,563
Luxembourg		–		278,699		–		278,699
Netherlands		–		1,097,909		–		1,097,909
Norway		–		569,248		–		569,248
Philippines		–		259,956		–		259,956
Spain		–		412,650		–		412,650
Sweden		–		1,341,499		–		1,341,499
Switzerland				2,513,203		–		2,513,203
Taiwan		679,392				–		679,392
Thailand		–		222,916		–		222,916
Turkey		–		509,904		–		509,904
United Kingdom		700,099		8,103,053		–		8,803,152
United States		504,478		–		–		504,478
Short-Term Investments		1,479,045		–		–		1,479,045

		4,566,224		33,714,397		–		38,280,621
Hansberger International Growth
Common Stocks
Canada		1,592,786		–		–		1,592,786
China		699,385		1,992,258		–		2,691,643
Denmark		–		267,944		–		267,944
France		–		2,274,210		–		2,274,210
Germany		–		1,973,776		–		1,973,776
Hong Kong		–		596,574		–		596,574
India		1,064,678		–		–		1,064,678
Indonesia		–		239,274		–		239,274
Ireland		–		641,066		–		641,066
Japan		–		3,600,556		–		3,600,556
Mexico		–		870,224		–		870,224
Netherlands		1,188,246		–		–		1,188,246
Norway		–		335,421		–		335,421
Singapore		–		340,856		–		340,856
SouthKorea		–		683,752		–		683,752
Spain		–		304,895		–		304,895
Sweden		–		328,835		–		328,835
Switzerland	$	–	$	1,879,312	$	–	$	1,879,312
United Kingdom		–		3,000,204		–		3,000,204
Short-Term Investments		172,892		–		–		172,892

		4,717,987		19,329,157		–		24,047,144

Madison Target Retirement 2020		51,045,202		–		–		51,045,202
Madison Target Retirement 2030		75,435,760		–		–		75,435,760
Madison Target Retirement 2040		49,222,056		–		–		49,222,056
Madison Target Retirement 2050		21,714,546		–		–		21,714,546

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, 2016, all Level 2 securities held are U.S. Government and Agency Obligations. See respective Portfolio of Investments.

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

Madison Funds | Notes to the Financial Statements (unaudited) - continued | April 30, 2016

The following table presents the types of derivatives in the Fund by location as presented on the Statement of Assets and Liabilities as of April 30, 2016.

Statement of Asset & Liability Presentation of Fair Values of Derivative Instruments

Asset Derivatives

Liability Derivatives

Derivatives not accounted

Statement of Assets and

for as hedging instruments

Liabilities Location

Fair Value

Liabilities Location

Fair Value

Core Bond - Equity contracts

Options purchased

$ 33,281

Options written

$ 26,719

Covered Call & Equity

Income - Equity contracts

Options purchased

Options written

2,393,402

The following table presents the effect of Derivative Instruments on the Statement of Operations for the period ended April 30, 2016:

	Realized Loss		Change in Unrealized
Derivatives not accounted for as hedging Instruments	on Derivatives:		Depreciation on Derivatives

Core Bond - Equity contracts		$ (18,718)		$ 16,533

Covered Call & Equity Income - Equity contracts		2,444,910		759,117

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, SERVICES 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, 2016:

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%
Government Money Market	0.40%	Mid Cap	0.75%
Tax-Free Virginia	0.50%	Small Cap	1.00%
Tax-Free National	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%

Effective February 29, 2016, the Tax-Free National Fund’s Advisory fee was reduced permanently from 0.50% to 0.40%.

A special meeting of shareholders of the Madison Investors Fund was held on February 23, 2016 to approve an amended Advisory agreement. Specifically, the proposal was to remove a current breakpoint which provided for a management fee of 0.75% on the first $100 million of net assets and 0.60% on net assets in excess of $100 million, and to replace it with a management fee of 0.75% with a reduction of 0.05% on assets exceeding $500 million, and by another 0.05% on assets exceeding $1 billion. The final proxy vote was 3,911841 shares voted for the proposal, 35,347 shares voted against with 12,773 shares abstaining from voting. The change was effective February 29, 2016.

The Government Money Market, Core Bond, High Income, Diversified Income, Large Cap Value, Investors, 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 Investment Adviser is solely responsible for the payment of all fees to the Subadvisers. The Subadvisers for the Funds at April 30, 2016, are 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 Government Money Market Fund Class A Shares and Class B Shares until February 27, 2017, 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, 2016, the waivers totaled $28,786 for Class A Shares and $414 for Class B Shares and are reflected as fees waived in the accompanying Statement of Operations. A portion of the Dividend Income Fund’s advisory fee, 0.10%, is being waived by the Investment Adviser until February 27, 2017. For the period ended April 30, 2016, the waivers totaled $17,826 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.

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%

N/A

Moderate Allocation

0.25%

N/A

Aggressive Allocation

0.25%

N/A

Government Money Market

0.15%

N/A

Tax-Free Virginia

N/A

0.35%

N/A

Tax-Free National

N/A

0.35%

N/A

High Quality Bond

N/A

0.19%

N/A

Core Bond

0.15%

N/A

0.15%

0.02%

N/A

Corporate Bond

N/A

0.25%

N/A

High Income

0.20%

N/A

0.20%

N/A

Diversified Income

0.20%

N/A

Covered Call & Equity Income

0.15%

N/A

0.15%

0.02%

N/A

Dividend Income

N/A

0.35%

N/A

Large Cap Value

0.36%

N/A

0.36%

N/A

Investors

0.20%

N/A

0.20%

0.02%

N/A

Mid Cap

0.40%

N/A

0.40%¹

0.02%

N/A

Small Cap

0.25%

N/A

0.25%

N/A

NorthRoad International

N/A

0.35%

0.02%

N/A

International Stock

0.30%

N/A

0.30%

N/A

Hansberger International Growth

N/A

0.40%

N/A

0.25%

Target Retirement 2020

N/A

0.05%

N/A

Target Retirement 2030

N/A

0.05%

N/A

Target Retirement 2040

N/A

0.05%

N/A

Target Retirement 2050

N/A

0.05%

N/A

¹ Effective June 1, 2016 the fee was permanently reduced to 0.23%.

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 Government Money Market Fund Class A Shares and Class B Shares until at least February 27, 2017, 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 Fund’s annual service fee, 0.05% is being waived by the Investment Adviser until February 27, 2017. A portion of the Investors Fund annual service fee, 0.15%, was waived by the Invesstment Adviser through February 28, 2016. This waiver was discontinued effective February 29, 2016. The waived amounts for the Government Money Market and Dividend Income Funds are reflected as fees waived in the accompanying Statement of Operations. For the period ended April 30, 2016 the waivers were as follows:

Madison Funds | Notes to the Financial Statements (unaudited) - continued | April 30, 2016

Waived Fees or Expenses*

									Total
Fund	Class A		Class B		Class Y		Class R6		Waivers
Government Money Market	$	1,743	$	106	$	–	$	–	$	1,849
Dividend Income		–		–		8,913		–		8,913
Investors		924		–		45,134		(11)		46,047

* 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 Government Money Market 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%

0.75%

0.25%

1.00%

Moderate Allocation

0.25%

0.75%

0.25%

1.00%

Aggressive Allocation

0.25%

0.75%

0.25%

1.00%

Government Money Market

N/A

0.75%

N/A

0.75%

N/A

Tax-Free Virginia

N/A

Tax-Free National

N/A

High Quality Bond

N/A

Core Bond

0.25%

N/A

0.75%

N/A

0.25%

1.00%

N/A

Corporate Bond

N/A

High Income

0.25%

N/A

0.75%

N/A

0.25%

1.00%

N/A

Diversified Income

0.25%

0.75%

0.25%

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

Large Cap Value

0.25%

N/A

0.75%

N/A

0.25%

1.00%

N/A

Investors

0.25%

N/A

0.25%

N/A

Mid Cap

0.25%

N/A

0.75%

N/A

0.25%

1.00%

N/A

Small Cap

0.25%

N/A

0.75%

N/A

0.25%

1.00%

N/A

NorthRoad International

N/A

International Stock

0.25%

N/A

0.75%

N/A

0.25%

1.00%

N/A

Hansberger International Growth

N/A

Target Retirement 2020

N/A

Target Retirement 2030

N/A

Target Retirement 2040

N/A

Target Retirement 2050

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 Government Money Market 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, 2016, the waivers totaled $1,320 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 financial advisors who sell Fund shares, as disclosed in the prospectus. The sales charges and CDSC collected and retained for the period November 1, 2015 through April 30, 2016, were as follows:

	Amount Collected			Amount Retained

Fund	Class A	Class B	Class C	Class A	Class B	Class C
Conservative Allocation	$ 33,315	$ 13,215	$ 596	$ 3,827	$ 13,215	$ 596
Moderate Allocation	95,353	19,620	540	10,871	19,620	540
Aggressive Allocation	56,576	6,049	304	6,400	6,049	304
Government Money Market	–	643	–	–	643	–
Core Bond	29,386	1,298	–	4,353	1,298	–
High Income	7,601	183	–	1,160	183	–
Diversified Income	103,500	7,817	320	13,030	7,817	320
Covered Call & Equity Income	66,050	–	1,295	9,086	–	1,295
Large Cap Value	26,757	1,296	–	3,455	1,296	–
Investors	26,260	–	–	3,451	–	–
Mid Cap	53,940	2,828	–	6,409	2,828	–
Small Cap	6,954	236	–	661	236	–
International Stock	11,632	558	–	1,460	558	–

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 Government Money Market Fund declares dividends, if any, daily and reinvests monthly. The Tax-Free Funds, 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, Mid Cap, Small Cap, NorthRoad International, International Stock, Hansberger International Growth and the Target Date Funds

Madison Funds | Notes to the Financial Statements (unaudited) - continued | April 30, 2016

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, 2016, 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	$	–	$	–	$	31,490,106	$	31,860,140
Moderate Allocation		–		–		83,718,368		78,867,941
Aggressive Allocation		–		–		35,314,219		32,029,982
Tax-Free Virginia		–		–		1,388,262		1,567,426
Tax-Free National		–		–		943,149		1,431,625
High Quality Bond		12,254,412		8,779,443		5,203,770		2,236,629
Core Bond		18,998,688		18,021,239		34,009,784		39,118,731
Corporate Bond		–		–		4,123,867		4,554,904
High Income		–		–		8,488,463		10,552,122
Diversified Income		4,324,936		7,550,438		21,561,304		20,748,594
Covered Call & Equity Income		–		–		32,912,842		36,447,376
Dividend Income		–		–		69,377,469		7,498,195
Large Cap Value		–		–		56,730,172		113,534,146
Investors		–		–		30,773,271		35,025,944
Mid Cap		–		–		56,430,926		46,331,533
Small Cap		–		–		14,927,598		8,662,248
NorthRoad International		–		–		5,012,349		10,191,859
International Stock		–		–		5,653,752		4,081,843
Hansberger International Growth		–		–		4,772,669		16,329,797
Madison Target Retirement 2020		–		–		47,480,392		50,821,489
Madison Target Retirement 2030		–		–		52,618,996		56,726,540
Madison Target Retirement 2040		–		–		33,589,856		34,673,529
Madison Target Retirement 2050		–		–		16,885,569		15,749,674

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, 2016 were as follows:

	Number of Contracts		Premiums Received

Core Bond Fund
Options outstanding, beginning of period		50	$	9,225
Options written during the period		165		109,914
Options closed during the period		(70)		(49,216)
Options exercised during the period		–		–
Options expired during the period		(85)		(37,759)

Options outstanding, end of period		60	$	32,164

Covered Call & Equity Income Fund
Options outstanding, beginning of period		9,656	$	1,916,685
Options written during the period		25,070		5,466,764
Options closed during the period		(11,443)		(2,587,023)
Options exercised during the period		(5,037)		(947,261)
Options expired during the period		(9,725)		(1,993,608)

Options outstanding, end of period		8,521	$	1,855,557

7. FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS

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.

Madison Funds | Notes to the Financial Statements (unaudited) - continued | April 30, 2016

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

The Funds did not engage in any securities lending activity during the period ended April 30, 2016.

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, 2016. It is each Fund’s policy to recognize accrued interest and penalties related to uncertain tax benefits in income taxes, as appropriate. Tax years that remain open to examination by major tax jurisdictions include tax years ended 2012 through 2015. The prior years of 2012 through 2014 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, 2015, which are available to offset future capital gains, if any, realized through the fiscal year listed:

No Expiration Date

Fund

2016

2017

2018

Short Term

Long Term

Government Money Market

–

High Income

–

82,006

231,626

Mid Cap

1,244,692

–

Small Cap

675,894

–

International Stock

–

710,871

–

Hansberger International Growth

7,836,710

–

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

At April 30, 2016, 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 Fund		$1,422,152		$ 725,641		$ 696,511
Moderate Allocation Fund		4,825,275		888,920		3,936,355
Aggressive Allocation Fund		2,532,294		451,138		2,081,156
Government Money Market		–		–		–
Tax-Free Virginia Fund		1,104,559		–		1,104,559
Tax-Free National Fund		1,925,705		–		1,925,705
High Quality Bond Fund		1,795,424		–		1,795,424
Core Bond Fund		6,944,423		–		6,944,423
Corporate Bond Fund		875,956		101,958		773,998
High Income Fund		500,588		690,458		(189,870)
Diversified Income Fund		20,980,697		329,242		20,651,455
Covered Call & Equity Income		538,447		8,007,611		(7,469,164)
Dividend Income Fund		5,153,374		172,434		4,980,940
Large Cap Value Fund		11,356,672		605,100		10,751,572
Investors Fund		39,773,479		636,144		39,137,335
Mid Cap Fund		80,127,116		3,071,145		77,055,971
Small Cap Fund		14,293,750		4,646,254		9,647,496
NorthRoad International Fund		2,768,883		5,313,861		(2,544,978)
International Stock Fund		5,312,274		1,815,724		3,496,550
Hansberger International Growth Fund		2,225,981		765,241		1,460,740
Madison Target Retirement 2020 Fund		3,968,377		9,664		3,958,713
Madison Target Retirement 2030 Fund		7,956,944		89,733		7,867,211
Madison Target Retirement 2040 Fund		6,189,261		71,016		6,118,245
Madison Target Retirement 2050 Fund		1,947,847		32,828		1,915,019

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 financial statements’ volatility resulting from an imperfect correlation between the movements in the prices of the instruments and the prices of the underlying securities and interest rates being hedged. The International Stock Fund may enter into these contracts primarily to protect the Fund from adverse currency movements.

Madison Funds | Notes to the Financial Statements (unaudited) - continued | April 30, 2016

The Funds may be subject to interest rate risk which is the risk that the value of your investment will fluctuate with changes in interest rates. Typically, a rise in interest rates causes a decline in the market value of income-bearing securities. When interest rates rise bond prices fall; generally the longer a bond’s maturity, the more sensitive it is to the risk. 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 Government 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.

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

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

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

12. CAPITAL SHARES AND AFFILIATED OWNERSHIP

The Allocation Funds invest in Underlying Funds, certain of which may be deemed to be under common control because of the same or affiliated investment adviser and membership in a common family of investment companies (the “Affiliated Underlying Funds”). A summary of the transactions with each Affiliated Underlying Fund during the period ended April 30, 2016 follows:

Madison Funds | Notes to the Financial Statements (unaudited) - concluded | April 30, 2016

	Balance of						Balance of
	Shares Held at		Gross		Gross		Shares Held at		Value at		Realized		Distributions
Fund/Underlying Fund	10/31/2015		Additions		Sales		4/30/2016		4/30/2016		Gain (Loss)		Received¹

Conservative Allocation
Madison Core Bond Fund Class Y		1,574,009		49,505		(95,590)		1,527,924	$	15,462,595	$	(33,712)	$	319,600
Madison Corporate Bond Fund Class Y		446,801		–		–		446,801		5,160,547		–		90,585
Madison Dividend Income Fund Class Y		–		166,112		–		166,112		3,637,848		–		4,590
Madison Investors Fund Class Y		–		174,675		–		174,675		3,334,544		–		–
Madison Large Cap Growth Fund Class Y		204,750		46,950		(251,700)		–		–		(328,570)		887,824
Madison Large Cap Value Fund Class Y		235,565		91,902		(303,448)		24,019		353,807		682,008		471,398
Madison Mid Cap Fund Class Y		–		128,011		–		128,011		1,093,215		–		–
Madison NorthRoad International Fund Class Y		158,257		–		(40,743)		117,514		1,151,638		(115,295)		35,244

Totals									$	30,194,194	$	204,431	$	1,809,241


Moderate Allocation
Madison Core Bond Fund Class Y		2,097,384		49,950		–		2,147,334		21,731,019		–		446,671
Madison Dividend Income Fund Class Y		–		488,689		–		488,689		10,702,291		–		12,716
Madison Investors Fund Class Y		–		705,317		–		705,317		13,464,496		–		–
Madison Large Cap Growth Fund Class Y		740,132		174,530		(914,662)		–		–		(860,287)		3,298,879
Madison Large Cap Value Fund Class Y		991,432		169,782		(773,034)		388,180		5,717,898		1,007,159		1,966,059
Madison Mid Cap Fund Class Y		–		340,479		–		340,479		2,907,692		–		–
Madison NorthRoad International Fund Class Y		430,751		–		(89,358)		341,393		3,345,648		(267,716)		101,183

Totals									$	57,869,044	$	(120,844)	$	5,825,508


Aggressive Allocation
Madison Core Bond Fund Class Y		499,599		–		–		499,599		5,055,943		–		104,151
Madison Dividend Income Fund Class Y		–		251,245		–		251,245		5,502,257		–		6,677
Madison Investors Fund Class Y		–		347,381		–		347,381		6,631,500		–		–
Madison Large Cap Growth Fund Class Y		390,860		90,398		(481,258)		–		–		(559,033)		1,709,134
Madison Large Cap Value Fund Class Y		530,122		71,466		(392,182)		209,406		3,084,546		252,694		1,051,258
Madison Mid Cap Fund Class Y		–		252,207		–		252,207		2,153,846		–		–
Madison NorthRoad International Fund Class Y		222,260		–		(26,725)		195,535		1,916,245		(65,209)		51,444

Totals									$	24,344,337	$	(371,548)	$	2,922,664

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

13. SUBSEQUENT EVENTS

Management has evaluated the impact of all subsequent events on the Funds through the date the financial statements were available for issue. On May 6, 2016, the Board of Trustees of Madison Funds approved an Agreement and Plan of Reorganization pursuant to which the Madison Target Retirement 2020 Fund, Madison Target Retirement 2030 Fund, Madison Target Retirement 2040 Fund and Madison Target Retirement 2050 Fund series of the Trust are proposed to be reorganized into the Goldman Sachs Target Date 2020 Portfolio, the Goldman Sachs Target Date 2030 Portfolio, the Goldman Sachs Target Date 2040 Portfolio and the Goldman Sachs Target Date 2050 Portfolio, respectively, each a newly formed “shell” series of the Goldman Sachs Trust II. The reorganizations are subject to the approval of the shareholders of each Madison Target Retirement Fund and satisfaction of certain other conditions. A special joint meeting of the Madison Target Retirement Funds shareholders is scheduled to be held on or about August 4, 2016 to consider the approval of the Plan. If approved, the reorganization will occur on or about August 19, 2016. No other events have taken place that meet the definition of subsequent event that require adjustment to, or disclosure in the financial statements.

Madison Funds | April 30, 2016

Other Information (unaudited)

FUND EXPENSES PAID BY SHAREHOLDERS

As shareholders 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, 2016. 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 182/366 (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	$1,014.00	0.71%	$3.56	$1,010.70	1.46%	$7.30
Moderate Allocation		1,000	1,007.40	0.71%	3.54	1,003.90	1.46%	7.27
Aggressive Allocation		1,000	1,002.50	0.71%	3.54	999.00	1.46%	7.26
Government Money Market		1,000	1,000.00	0.24%	1.19	1,000.00	0.25%	1.24
Core Bond		1,000	1,025.60	0.91%	4.58	1,021.80	1.66%	8.34
High Income		1,000	1,012.00	1.01%	5.05	1,009.20	1.76%	8.79
Diversified Income		1,000	1,030.20	1.11%	5.60	1,026.20	1.86%	9.37
Covered Call & Equity Income		1,000	1,017.90	1.26%	6.32	N/A	N/A	N/A
Large Cap Value		1,000	1,021.00	1.17%	5.88	1,017.30	1.92%	9.63
Investors		1,000	1,036.90	1.20%	6.08	1,000.00	N/A	N/A
Mid Cap		1,000	1,021.30	1.41%	7.09	1,016.50	2.16%	10.83
Small Cap		1,000	1,030.10	1.51%	7.62	1,026.20	2.26%	11.39
International Stock		1,000	976.70	1.61%	7.91	973.10	2.36%	11.58

		CLASS C

Fund		Beginning Account Value		Ending Account Value		Annual Expense Ratio	Expenses Paid During Period

Conservative Allocation		$1,000		$1,010.70		1.46%	$7.30
Moderate Allocation		1,000		1,003.90		1.46%	7.27
Aggressive Allocation		1,000		998.10		1.46%	7.25
Diversified Income		1,000		1,026.20		1.86%	9.37
Covered Call & Equity Income		1,000		1,013.20		2.01%	10.06

		CLASS Y

Fund		Beginning Account Value		Ending Account Value		Annual Expense Ratio	Expenses Paid During Period

Tax-Free Virginia		$1,000		$1,027.30		0.86%	$4.33
Tax-Free National		1,000		1,035.10		0.83%	4.20
High Quality Bond		1,000		1,013.30		0.50%	2.50
Core Bond		1,000		1,026.20		0.66%	3.32
Corporate Bond		1,000		1,037.00		0.66%	3.34
High Income		1,000		1,013.80		0.76%	3.81
Covered Call & Equity Income		1,000		1,019.40		1.01%	5.07
Dividend Income		1,000		1,030.20		0.94%	4.74
Large Cap Value		1,000		1,022.40		0.93%	4.68
Investors		1,000		1,038.10		0.96%	4.86
Mid Cap		1,000		1,023.10		1.16%	5.83
Small Cap		1,000		1,031.20		1.26%	6.36
NorthRoad International		1,000		951.30		1.17%	5.68
International Stock		1,000		978.00		1.36%	6.69
Hansberger International Growth		1,000		941.40		1.16%	5.60

See accompanying Notes to Financial Statements.

Madison Funds | Other Information (unaudited) - continued | April 30, 2016

				CLASS R6

Fund	Beginning Account Value	Ending Account Value			Annual Expense Ratio	Expenses Paid During Period

Core Bond	$1,000		$1,027.10		0.53%	$2.67
Covered Call & Equity Income	1,000		1,019.30		0.88%	4.42
Investors	1,000		1,039.40		0.77%	3.90
Mid Cap	1,000		1,025.10		0.78%	3.93
NorthRoad International	1,000		952.10		0.84%	4.08
Target Retirement 2020	1,000		1,014.70		0.31%	1.55
Target Retirement 2030	1,000		1,007.90		0.31%	1.55
Target Retirement 2040	1,000		1,005.10		0.31%	1.55
Target Retirement 2050	1,000		1,002.90		0.31%	1.54

				CLASS I

Fund	Beginning Account Value	Ending Account Value			Annual Expense Ratio	Expenses Paid During Period

Hansberger International Growth	$1,000		$942.00		1.01%	$4.88

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	$1,021.33	0.71%	$3.57	$1,017.60	1.46%	$7.32
Moderate Allocation	1,000	1,021.33	0.71%	3.57	1,017.60	1.46%	7.32
Aggressive Allocation	1,000	1,021.33	0.71%	3.57	1,017.60	1.46%	7.32
Government Money Market	1,000	1,023.67	0.24%	1.21	1,023.62	0.25%	1.26
Core Bond	1,000	1,020.34	0.91%	4.57	1,016.61	1.66%	8.32
High Income	1,000	1,019.84	1.01%	5.07	1,016.11	1.76%	8.82
Diversified Income	1,000	1,019.34	1.11%	5.57	1,015.61	1.86%	9.32
Covered Call & Equity Income	1,000	1,018.60	1.26%	6.32	N/A	N/A	N/A
Large Cap Value	1,000	1,019.05	1.17%	5.87	1,015.32	1.92%	9.62
Investors	1,000	1,018.90	1.20%	6.02	1,000.00	N/A	N/A
Mid Cap	1,000	1,017.85	1.41%	7.07	1,014.12	2.16%	10.82
Small Cap	1,000	1,017.35	1.51%	7.57	1,013.63	2.26%	11.31
International Stock	1,000	1,016.86	1.61%	8.07	1,013.13	2.36%	11.81

	CLASS C

Fund	Beginning Account Value		Ending Account Value		Annual Expense Ratio	Expenses Paid During Period

Conservative Allocation	$1,000		$1,017.60		1.46%	$7.32
Moderate Allocation	1,000		1,017.60		1.46%	7.32
Aggressive Allocation	1,000		1,017.60		1.46%	7.32
Diversified Income	1,000		1,015.61		1.86%	9.32
Covered Call & Equity Income	1,000		1,014.87		2.01%	10.07

	CLASS Y

Fund	Beginning Account Value		Ending Account Value		Annual Expense Ratio	Expenses Paid During Period

Tax-Free Virginia	$1,000		$1,020.59		0.86%	$4.32
Tax-Free National	1,000		1,020.74		0.83%	4.17
High Quality Bond	1,000		1,022.38		0.50%	2.51
Core Bond	1,000		1,021.58		0.66%	3.32
Corporate Bond	1,000		1,021.58		0.66%	3.32
High Income	1,000		1,021.08		0.76%	3.82
Covered Call & Equity Income	1,000		1,019.84		1.01%	5.07
Dividend Income	1,000		1,020.19		0.94%	4.72
Large Cap Value	1,000		1,020.24		0.93%	4.67
Investors	1,000		1,020.09		0.96%	4.82
Mid Cap	1,000		1,019.10		1.16%	5.82
Small Cap	1,000		1,018.60		1.26%	6.32
NorthRoad International	1,000		1,019.05		1.17%	5.87
International Stock	1,000		1,018.10		1.36%	6.82
Hansberger International Growth	1,000		1,019.10		1.16%	5.82

Madison Funds | Other Information (unaudited) - concluded | April 30, 2016

	CLASS R6

Fund	Beginning Account Value	Ending Account Value	Annual Expense Ratio	Expenses Paid During Period

Core Bond	$1,000	$1,022.23	0.53%	$2.66
Covered Call & Equity Income	1,000	1,020.49	0.88%	4.42
Investors	1,000	1,021.03	0.77%	3.87
Mid Cap	1,000	1,020.98	0.78%	3.92
NorthRoad International	1,000	1,020.69	0.84%	4.22
Target Retirement 2020	1,000	1,023.32	0.31%	1.56
Target Retirement 2030	1,000	1,023.32	0.31%	1.56
Target Retirement 2040	1,000	1,023.32	0.31%	1.56
Target Retirement 2050	1,000	1,023.32	0.31%	1.56

	CLASS R6

Fund	Beginning Account Value	Ending Account Value	Annual Expense Ratio	Expenses Paid During Period

Hansberger International Growth	$1,000	$1,019.84	1.01%	$5.07

*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.madisonfunds.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 the Review of Period section 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.


Madison Funds \| April 30, 2016

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.


Madison Funds \| April 30, 2016

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 Management LLC and Hansberger Growth 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

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: 0416

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.

(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

By: /s/ Lisa R. Lange

Lisa R. Lange, Chief Legal Officer and Chief Compliance Officer
Date: August 31, 2016

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.

By: /s/ Katherine L. Frank

Katherine L. Frank, Principal Executive Officer
Date: August 31, 2016

By: /s/ Greg Hoppe

Greg Hoppe, Principal Financial Officer
Date: August 31, 2016

EX-99.CERT 2 e118359_ex99.htm

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, 2016

/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;

(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, 2016

/s/ Katherine L. Frank

Katherine L. Frank
Principal Executive Officer

EX-99.906 CERT 3 e118359_ex906.htm

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

Ultra Series Fund
Semi-Annual Report dated June 30, 2016

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.

By: /s/ Katherine L. Frank		By: /s/ Greg Hoppe

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

Dated this 31st day of August, 2016

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.

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')M;2RNM/O#8ZOI M\AEL[G;N R,,C#NK 'Z=^ACT7QA!=Z@^BZJBZ;KD1PUK(WRS?[<+'&]3@GU M'<5U-9>K>'])\06Z1:K80W2CYD+CYD/JK#E?P- $FJZQI^AZ?)>ZE=1VUO&, MEG.,^P'<^PKEH+&_\;WEO?:O;RV.@POYEOIDPQ)=L#Q).IZ*."$]>3VK6L/ MWAK3[D7$.EQR3IC9)K7&B:'+?6RQO*C( ) D02.753T([$T ;E%%% !1110 4444 %%%% !1110 4444 ?_9 end

	Shares		Value (Note 2)

INVESTMENT COMPANIES - 100.0%

Alternative Funds - 2.6%
SPDR Gold Shares*	33,153	$	4,194,516


Bond Funds - 57.0%
Baird Aggregate Bond Fund Institutional Shares	920,814		10,202,616
iShares 3-7 Year Treasury Bond ETF	12,829		1,633,773
iShares 7-10 Year Treasury Bond ETF	72,233		8,160,162
iShares Intermediate Credit Bond ETF	14,654		1,630,990
iShares TIPS Bond Fund ETF	69,856		8,150,099
Madison Core Bond Fund Class Y (A)	3,765,353		38,594,867
Madison Corporate Bond Fund Class Y (A)	1,017,856		11,939,448
Madison High Quality Bond Fund Class Y (A)	141,375		1,573,503
Metropolitan West Total Return Bond Fund Class I	727,276		7,992,761
SPDR Barclays Short-Term High Yield Bond ETF	64,992		1,754,134

			91,632,353
Foreign Stock Funds - 8.2%
iShares Core MSCI EAFE ETF	46,760		2,426,376
iShares Edge MSCI Minimum Volatility EAFE ETF	47,237		3,136,065
Madison NorthRoad International Fund Class Y (A)	296,156		2,819,403
Vanguard FTSE All-World ex-U.S.ETF	75,434		3,232,347
WisdomTree Europe Hedged Equity Fund	32,272		1,630,704

			13,244,895
Money Market Funds - 4.3%
State Street Institutional U.S. Government Money Market Fund, 0.25%, Premier Class	6,931,102		6,931,102


Stock Funds - 27.9%
Energy Select Sector SPDR Fund	14,792		1,009,406
iShares Russell Mid-Cap ETF	43,686		7,345,364
Madison Dividend Income Fund Class Y (A)	513,823		11,596,988
Madison Investors Fund Class Y (A)	444,587		8,705,006
Madison Large Cap Value Fund Class Y (A)	108,141		1,655,636
Madison Mid Cap Fund Class Y (A)	491,803		4,229,508
Schwab Fundamental U.S. Large Company Index Fund Institutional Shares	136,559		2,049,744
VanEck Vectors Agribusiness ETF	40,682		1,953,143
Vanguard Information Technology ETF	25,875		2,770,954
Vanguard Value ETF	41,493		3,526,490

			44,842,239

TOTAL INVESTMENTS - 100.0% (Cost $154,344,587**)			160,845,105
NET OTHER ASSETS AND LIABILITIES - 0.0%			41,468

TOTAL NET ASSETS - 100.0%		$	160,886,573

	Shares		Value (Note 2)

INVESTMENT COMPANIES - 100.2%

Alternative Funds - 2.6%
SPDR Gold Shares*	56,051	$	7,091,572


Bond Funds - 32.6%
Baird Aggregate Bond Fund Institutional Shares	252,273		2,795,185
iShares 7-10 Year Treasury Bond ETF	112,085		12,662,242
iShares Intermediate Credit Bond ETF	86,441		9,620,883
iShares TIPS Bond Fund ETF	58,907		6,872,680
Madison Core Bond Fund Class Y (A)	4,828,221		49,489,265
Madison Corporate Bond Fund Class Y (A)	481,207		5,644,557
Metropolitan West Total Return Bond Fund Class I	127,386		1,399,973

			88,484,785
Foreign Stock Funds - 13.9%
iShares Core MSCI EAFE ETF	144,672		7,507,030
iShares Edge MSCI Minimum Volatility EAFE ETF	121,476		8,064,792
Madison NorthRoad International Fund Class Y (A)	921,386		8,771,592
Vanguard FTSE All-World ex-U.S. ETF	184,543		7,907,668
WisdomTree Europe Hedged Equity Fund	108,229		5,468,811

			37,719,893
Money Market Funds - 3.1%
State Street Institutional U.S. Government Money Market Fund, 0.25%, Premier Class	8,474,352		8,474,352


Stock Funds - 48.0%
Energy Select Sector SPDR Fund	61,215		4,177,312
iShares Core S&P Mid-Cap ETF	99,942		14,930,335
Madison Dividend Income Fund Class Y (A)	1,128,073		25,460,599
Madison Investors Fund Class Y (A)	1,478,835		28,955,587
Madison Large Cap Value Fund Class Y (A)	803,269		12,298,048
Madison Mid Cap Fund Class Y (A)	1,172,762		10,085,750
Schwab Fundamental U.S. Large Company Index Fund Institutional Shares	818,707		12,288,790
VanEck Vectors Agribusiness ETF	110,145		5,288,062
Vanguard Information Technology ETF	75,221		8,055,417
Vanguard Value ETF	105,257		8,945,792

			130,485,692

TOTAL INVESTMENTS - 100.2% (Cost $254,797,596**)			272,256,294
NET OTHER ASSETS AND LIABILITIES - (0.2%)			(507,078	)

TOTAL NET ASSETS - 100.0%		$	271,749,216

	Shares		Value (Note 2)

INVESTMENT COMPANIES - 100.3%

Alternative Funds - 2.6%
SPDR Gold Shares*	18,805	$	2,379,209


Bond Funds - 14.2%
iShares 7-10 Year Treasury Bond ETF	24,863		2,808,773
iShares Intermediate Credit Bond ETF	9,904		1,102,315
Madison Core Bond Fund Class Y (A)	881,077		9,031,039

			12,942,127
Foreign Stock Funds - 19.2%
iShares Core MSCI EAFE ETF	69,712		3,617,356
iShares Edge MSCI Minimum Volatility EAFE ETF	60,971		4,047,865
Madison NorthRoad International Fund Class Y (A)	339,920		3,236,041
Vanguard FTSE All-World ex-U.S. ETF	90,411		3,874,111
WisdomTree Europe Hedged Equity Fund	54,113		2,734,330

			17,509,703
Money Market Funds - 2.0%
State Street Institutional U.S. Government Money Market Fund, 0.25%, Premier Class	1,810,148		1,810,148


Stock Funds - 62.3%
Energy Select Sector SPDR Fund	27,072		1,847,393
iShares Core S&P Mid-Cap ETF	49,406		7,380,762
Madison Dividend Income Fund Class Y (A)	439,066		9,909,717
Madison Investors Fund Class Y (A)	572,775		11,214,934
Madison Large Cap Value Fund Class Y (A)	350,615		5,367,921
Madison Mid Cap Fund Class Y (A)	711,381		6,117,876
Schwab Fundamental U.S. Large Company Index Fund Institutional Shares	387,730		5,819,826
VanEck Vectors Agribusiness ETF	42,113		2,021,845
Vanguard Information Technology ETF	35,684		3,821,400
Vanguard Value ETF	37,540		3,190,525

			56,692,199

TOTAL INVESTMENTS - 100.3% (Cost $84,422,312**)			91,333,386
NET OTHER ASSETS AND LIABILITIES - (0.3%)			(254,475	)

TOTAL NET ASSETS - 100.0%		$	91,078,911

		Par Value		Value (Note 2)

ASSET BACKED SECURITIES - 2.2%
ABSC Long Beach Home Equity Loan Trust, Series 2000-LB1, Class AF5 (A), 8.55%, 9/21/30	$	652,045	$	677,305
CarMax Auto Owner Trust, Series 2015-1, Class A2, 0.88%, 3/15/18		302,829		302,837
Ford Credit Auto Owner Trust, Series 2014-A, Class A3, 0.79%, 5/15/18		269,129		269,129
GreatAmerica Leasing Receivables, Series 2015-1, Class A2 (B), 1.12%, 6/20/17		222,737		222,636
Hyundai Auto Receivables Trust, Series 2014-A, Class A3, 0.79%, 7/16/18		81,028		80,992
Santander Drive Auto Receivables Trust, Series 2012-5, Class D, 3.3%, 9/17/18		750,000		758,135
Santander Drive Auto Receivables Trust, Series 2012-2A, Class E (B), 5.95%, 4/15/19		250,000		251,244
Santander Drive Auto Receivables Trust, Series 2013-A, Class C (B), 3.12%, 10/15/19		680,000		688,223
Santander Drive Auto Receivables Trust, Series 2013-4, Class C, 3.25%, 1/15/20		1,050,000		1,060,880
Volkswagen Auto Lease Trust, Series 2014-A, Class A3, 0.8%, 4/20/17		135,071		135,060

Total Asset Backed Securities
(Cost $4,441,345)				4,446,441

COLLATERALIZED MORTGAGE OBLIGATIONS - 1.9%
Fannie Mae REMICS, Series 2015-12, Class NI, IO, 3.5%, 3/25/30		3,309,993		395,774
Fannie Mae REMICS, Series 2011-31, Class DB, 3.5%, 4/25/31		375,000		407,743
Fannie Mae REMICS, Series 2011-36, Class QB, 4%, 5/25/31		500,000		555,190
Fannie Mae REMICS, Series 2005-79, Class LT, 5.5%, 9/25/35		712,680		815,205
Fannie Mae REMICS, Series 2016-21, Class BA, 3%, 3/25/42		962,858		1,005,491
Freddie Mac REMICS, Series 4066, Class DI, IO, 3%, 6/15/27		4,203,038		398,349
Government National Mortgage Association, Series 2015-53, Class IL, IO, 3%, 9/20/44		3,031,185		282,039

Total Collateralized Mortgage Obligations (Cost $4,039,625)				3,859,791

COMMERCIAL MORTGAGE-BACKED SECURITIES - 2.3%
Bear Stearns Commercial Mortgage Securities Trust, Series 2007-PW17, Class A1A (A), 5.65%, 6/11/50		930,046		964,506
FHLMC Multifamily Structured Pass Through Certificates, Series K718, Class X1, IO (A), 0.771%, 1/25/22		24,329,985		738,469
FREMF Mortgage Trust, Series 2011-K702, Class B (A) (B), 4.931%, 4/25/44		500,000		521,288
FREMF Mortgage Trust, Series 2012-K708, Class B (A) (B), 3.883%, 2/25/45		1,000,000		1,033,253
FREMF Mortgage Trust, Series 2013-K502, Class B (A) (B), 2.742%, 3/25/45		400,000		401,076
FREMF Mortgage Trust, Series 2011-K701, Class C (A) (B), 4.436%, 7/25/48		1,000,000		1,008,714
JP Morgan Chase Commercial Mortgage Securities Trust, Series 2006-LDP8, Class A4, 5.399%, 5/15/45		118,663		118,504

Total Commercial Mortgage-Backed Securities (Cost $4,883,458)				4,785,810

CORPORATE NOTES AND BONDS - 30.6%

Consumer Discretionary - 6.2%
Advance Auto Parts Inc, 4.5%, 12/1/23		1,000,000		1,074,091
Charter Communications Operating LLC / Charter Communications Operating Capital Corp. (B), 4.464%, 7/23/22		800,000		859,789
ERAC USA Finance LLC (B), 6.7%, 6/1/34		500,000		662,450
Expedia Inc. (B), 5%, 2/15/26		300,000		311,017
Ford Motor Credit Co. LLC, MTN, 2.943%, 1/8/19		1,000,000		1,029,148
GameStop Corp. (B), 6.75%, 3/15/21		200,000		197,500
General Motors Financial Co. Inc., 3.2%, 7/6/21		750,000		751,193
General Motors Financial Co. Inc., 4.375%, 9/25/21		900,000		949,724
GLP Capital LP/ GLP Financing II Inc., 4.875%, 11/1/20		253,000		262,171
Harman International Industries Inc., 4.15%, 5/15/25		400,000		417,149
Lennar Corp., 4.75%, 4/1/21		500,000		520,000
Lowe’s Cos.Inc, 2.5%, 4/15/26		500,000		509,252
Marriott International Inc., Series R, 3.125%, 6/15/26		400,000		404,860
McDonald’s Corp., MTN, 4.875%, 12/9/45		400,000		467,712
Newell Brands Inc., 4.2%, 4/1/26		800,000		867,241
Omnicom Group Inc., 3.6%, 4/15/26		750,000		789,923
Priceline Group Inc./The, 3.65%, 3/15/25		300,000		317,801
Priceline Group Inc./The, 3.6%, 6/1/26		500,000		516,400
Sirius XM Radio Inc. (B), 6%, 7/15/24		350,000		361,813
Toll Brothers Finance Corp., 4%, 12/31/18		500,000		518,250
Under Armour Inc., 3.25%, 6/15/26		225,000		227,179
Walgreens Boots Alliance Inc., 3.45%, 6/1/26		600,000		615,924

				12,630,587

		Par Value		Value (Note 2)

CORPORATE NOTES AND BONDS - continued

Telecommunication Services - 0.9%
Frontier Communications Corp., 1.1%, 9/15/25	$	200,000	$	207,000
Verizon Communications Inc., 3.45%, 3/15/21		500,000		535,715
Verizon Communications Inc., 5.15%, 9/15/23		626,000		729,056
Verizon Communications Inc., 4.4%, 11/1/34		300,000		309,344

				1,781,115
Utilities - 1.6%
Indianapolis Power & Light Co. (B) (D), 6.05%, 10/1/36		1,000,000		1,291,231
Interstate Power & Light Co., 6.25%, 7/15/39		1,425,000		1,955,730

				3,246,961

Total Corporate Notes and Bonds
(Cost $58,368,090)				62,513,695

LONG TERM MUNICIPAL BONDS - 7.7%

General - 7.7%
City of West Palm Beach Revenue, Series A, 3.998%, 10/1/35		1,210,000		1,252,822
County of Clark NV, General Obligation, Series C, 7%, 7/1/38		2,000,000		2,398,720
County of Pasco FL Water & Sewer Revenue, Series B, 6.76%, 10/1/39		1,000,000		1,150,170
County of Pima, COP, 3.625%, 12/1/27		1,145,000		1,181,594
East Baton Rouge Sewerage Commission Revenue, Series B, 6.087%, 2/1/45		1,000,000		1,126,770
Kansas Development Finance Authority Revenue, 6.6%, 10/1/39		500,000		576,405
Los Angeles Department of Water & Power Revenue, 6.166%, 7/1/40		1,000,000		1,153,580
Metropolitan Transportation Authority Revenue, 6.548%, 11/15/31		1,000,000		1,379,140
New York City Transitional Finance Authority Future Tax Secured Revenue, 6.267%, 8/1/39		500,000		560,770
Palomar Community College District, General Obligation, 7.194%, 8/1/45		1,000,000		1,205,530
State of Iowa Revenue, 6.75%, 6/1/34		1,000,000		1,150,100
State of Michigan Revenue, Series B, 7.625%, 9/15/27		1,000,000		1,135,270
Washington County School District #1 West Union, General Obligation, 4.355%, 6/30/34		800,000		868,176
West Contra Costa Unified School District, General Obligation, 8.46%, 8/1/34		500,000		600,645

				15,739,692

Total Long Term Municipal Bonds
(Cost $15,352,785)				15,739,692

MORTGAGE BACKED SECURITIES - 26.8%

Fannie Mae - 17.3%
3.5%, 8/1/29 Pool # MA2003		1,355,966		1,437,876
3%, 4/1/30 Pool # AS4877		468,702		491,638
3%, 9/1/30 Pool # 890696		1,765,170		1,857,144
3%, 2/1/31 Pool # 890710		716,013		751,051
7%, 11/1/31 Pool # 607515		29,854		33,028
6.5%, 3/1/32 Pool # 631377		59,336		68,283
7%, 5/1/32 Pool # 644591		20,320		22,881
6.5%, 6/1/32 Pool # 545691		427,410		502,032
5.5%, 11/1/33 Pool # 555880		561,763		637,006
7%, 7/1/34 Pool # 792636		39,059		40,768
4%, 2/1/35 Pool # MA2177		2,123,776		2,300,235
5%, 8/1/35 Pool # 829670		642,878		714,955
5%, 9/1/35 Pool # 820347		819,600		929,006
5%, 9/1/35 Pool # 835699		656,470		728,478
3.5%, 12/1/35 Pool # MA2473		1,426,637		1,516,093
5%, 12/1/35 Pool # 850561		274,309		305,023
5.5%, 10/1/36 Pool # 901723		742,142		835,861
6.5%, 10/1/36 Pool # 894118		344,856		396,855
6%, 11/1/36 Pool # 902510		666,714		774,739
6%, 10/1/37 Pool # 947563		760,567		886,510
6.5%, 8/1/38 Pool # 987711		1,178,322		1,443,708
4.5%, 8/1/40 Pool # AD8243		490,911		538,189
4%, 1/1/41 Pool # AB2080		2,020,187		2,191,295
4.5%, 7/1/41 Pool # AB3274		812,159		894,300
5.5%, 7/1/41 Pool # AL6588		1,816,476		2,049,217
4%, 9/1/41 Pool # AJ1406		1,706,952		1,837,308
3.5%, 6/1/42 Pool # AO4136		2,214,981		2,344,805
4%, 6/1/42 Pool # MA1087		580,009		623,466
3.5%, 8/1/42 Pool # AP2133		957,674		1,013,829
3.5%, 9/1/42 Pool # AB6228		1,582,218		1,674,195
3.5%, 3/1/43 Pool # AT0310		1,076,275		1,139,526
4%, 1/1/45 Pool # AS4257		370,703		399,970
4.5%, 2/1/45 Pool # MA2193		1,417,986		1,552,039
4%, 7/1/45 Pool # MA2342		668,991		717,652
3.5%, 8/1/45 Pool # AS5645		938,651		991,136
3.5%, 11/1/45 Pool # BA4907		729,672		770,547

				35,410,644

PORTFOLIO ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 6/30/16

Alternative Funds		2.6%
Bond Funds		57.0%
Foreign Stock Funds		8.2%
Money Market Funds		4.3%
Stock Funds		27.9%
Net Other Assets and Liabilities		0.0%

PORTFOLIO ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 6/30/16

Asset Backed Securities		2.2%
Collateralized Mortgage Obligations		1.9%
Commercial Mortgage-Backed Securities		2.3%
Corporate Notes and Bonds		30.6%
Long Term Municipal Bonds		7.7%
Mortgage Backed Securities		26.8%
Short-Term Investments		3.8%
U.S. Government and Agency Obligations		25.3%
Net Other Assets and Liabilities		(0.6)%

PORTFOLIO ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 6/30/16

Consumer Discretionary		24.0%
Consumer Staples		3.3%
Energy		3.7%
Financials		4.5%
Health Care		11.4%
Industrials		17.6%
Information Technology		7.9%
Materials		5.9%
Money Market Funds		8.2%
Telecommunication Services		4.1%
Utilities		6.8%
Net Other Assets and Liabilities		2.6%

PORTFOLIO ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 6/30/16

Asset Backed Securities		1.2%
Collateralized Mortgage Obligations		1.0%
Commercial Mortgage-Backed Securities		0.7%
Common Stocks		53.8%
Corporate Notes and Bonds		15.5%
Long Term Municipal Bonds		3.8%
Mortgage Backed Securities		10.4%
Short-Term Investments		2.8%
U.S. Government and Agency Obligations		10.2%
Net Other Assets and Liabilities		0.6%

SECTOR ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 6/30/16

Consumer Discretionary		6.1%
Consumer Staples		11.2%
Energy		12.7%
Financials†		28.2%
Health Care		8.0%
Industrials		14.2%
Information Technology		8.0%
Money Market Funds		4.3%
Telecommunication Services		4.9%
Utilities		2.7%
Net Other Assets and Liabilities		(0.3)%

SECTOR ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 6/30/16

Consumer Discretionary*		28.5%
Consumer Staples		0.9%
Energy		3.2%
Financials†		28.1%
Health Care		7.9%
Industrials		13.4%
Information Technology		5.0%
Materials		3.2%
Money Market Funds		7.2%
Net Other Assets and Liabilities		2.6%

GEOGRAPHICAL ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 6/30/16

United Kingdom		26.7%
Switzerland		14.9%
France		14.0%
Japan		9.2%
Netherlands		6.2%
Ireland		4.2%
Denmark		4.0%
United States		3.5%
Germany		3.1%
South Korea		3.0%
Sweden		2.1%
Cayman Islands		2.0%
Israel		1.8%
Australia		1.7%
Singapore		1.7%
Brazil		1.3%
Net Other Assets and Liabilities		0.6%

*		Non-income producing.
**		Aggregate cost for Federal tax purposes was $154,855,374.
(A)		Affiliated Company (see Note 11).
ETF		Exchange Traded Fund.

		Par Value		Value (Note 2)

CORPORATE NOTES AND BONDS - 89.2%

Consumer Discretionary - 24.0%
Altice Financing S.A. (A) (B), 7.5%, 5/15/26	$	250,000	$	245,000
Cablevision Systems Corp., 5.875%, 9/15/22		100,000		89,600
CCO Holdings LLC / CCO Holdings Capital Corp. (A), 5.125%, 5/1/23		350,000		351,969
CCO Holdings LLC / CCO Holdings Capital Corp. (A), 5.875%, 4/1/24		200,000		207,500
Cequel Communications Holdings I LLC / Cequel Capital Corp. (A), 6.375%, 9/15/20		200,000		203,360
CST Brands Inc., 5%, 5/1/23		150,000		152,250
Dana Holding Corp., 5.5%, 12/15/24		250,000		237,500
Deck Chassis Acquisition Inc. (A), 10%, 6/15/23		100,000		103,500
DISH DBS Corp., 5.125%, 5/1/20		500,000		508,437
DISH DBS Corp., 5.875%, 11/15/24		100,000		93,000
GameStop Corp. (A), 675%, 3/15/21		325,000		320,938
Herc Spinoff Escrow Issuer LLC/Herc Spinoff Escrow Issuer Corp. (A), 7.5%, 6/1/22		300,000		294,750
Isle of Capri Casinos Inc., 5.875%, 3/15/21		300,000		311,250
Lear Corp., 5.25%, 1/15/25		200,000		209,750
LTF Merger Sub Inc. (A), 8.5%, 6/15/23		250,000		236,250
Mediacom Broadband LLC / Mediacom Broadband Corp., 6.375%, 4/1/23		400,000		418,000
New Red Finance Inc. (A) (B), 6%, 4/1/22		400,000		414,876
Outfront Media Capital LLC / Outfront Media Capital Corp., 5.25%, 2/15/22		150,000		152,250
Outfront Media Capital LLC / Outfront Media Capital Corp., 5.625%, 2/15/24		500,000		515,000
Penske Automotive Group Inc., 5.75%, 10/1/22		250,000		250,000
Pinnacle Entertainment Inc. (A), 5.625%, 5/1/24		250,000		249,375
Scientific Games International Inc., 6.25%, 9/1/20		300,000		189,750
Sinclair Television Group Inc., 5.375%, 4/1/21		150,000		154,500
Sinclair Television Group Inc., 6.125%, 10/1/22		250,000		258,125
Sirius XM Radio Inc. (A), 4.625%, 5/15/23		250,000		242,520
Viking Cruises Ltd. (A) (B), 8.5%, 10/15/22		500,000		426,250

				6,835,700
Consumer Staples - 3.3%
Cott Beverages Inc., 5.375%, 7/1/22		250,000		250,000
First Quality Finance Co. Inc. (A) (C), 4.625%, 5/15/21		400,000		378,000
Post Holdings Inc. (A), 6.75%, 12/1/21		100,000		105,750
Post Holdings Inc. (A), 6%, 12/15/22		200,000		205,000

				938,750
Energy - 3.7%
Rice Energy Inc., 6.25%, 5/1/22		500,000		496,250
Tesoro Logistics L.P./ Tesoro Logistics Finance Corp., 6.375%, 5/1/24		250,000		261,875
Unit Corp., 6.625%, 5/15/21		400,000		309,000

				1,067,125
Financials - 4.5%
Ally Financial Inc., 3.75%, 11/18/19		400,000		401,000
Equinix Inc., 5.875%, 1/15/26		100,000		104,187
Iron Mountain Inc., 6%, 8/15/23		200,000		210,500
Iron Mountain Inc., 5.75%, 8/15/24		150,000		151,500
Quicken Loans Inc. (A), 5.75%, 5/1/25		200,000		193,000
Solera LLC / Solera Finance Inc. (A), 10.5%, 3/1/24		200,000		210,250

				1,270,437
Health Care - 11.4%
Acadia Healthcare Co. Inc., 5.125%, 7/1/22		500,000		485,000
Alere Inc. (A), 6.375%, 7/1/23		250,000		260,625
Centene Corp. (A), 5.625%, 2/15/21		250,000		260,625
CHS/Community Health Systems Inc., 6.875%, 2/1/22		250,000		218,750
Grifols Worldwide Operations Ltd. (B), 5.25%, 4/1/22		250,000		254,375
HCA Inc., 5.875%, 2/15/26		100,000		103,750
Jaguar Holding Co. II / Pharmaceutical Product Development LLC (A), 6.375%, 8/1/23		100,000		102,250
Mallinckrodt International Finance S.A. (B), 4.75%, 4/15/23		300,000		243,000
Mallinckrodt International Finance S.A. / Mallinckrodt CB LLC (A) (B), 4.875%, 4/15/20		500,000		482,500
Prospect Medical Holdings Inc. (A), 8.375%, 5/1/19		400,000		416,000
Surgical Care Affiliates Inc. (A), 6%, 4/1/23		250,000		255,000
Valeant Pharmaceuticals International Inc. (A) (B), 5.625%, 12/1/21		200,000		165,000

				3,246,875

		Shares		Value (Note 2)

COMMON STOCKS - 53.8%

Consumer Discretionary - 4.5%
Home Depot Inc./The		30,000	$	3,830,700
McDonald’s Corp.		45,500		5,475,470
Omnicom Group Inc.		33,000		2,689,170
Tiffany & Co.		25,000		1,516,000

				13,511,340
Consumer Staples - 6.4%
Coca-Cola Co./The		64,000		2,901,120
Hershey Co./The		16,500		1,872,585
JM Smucker Co./The		23,000		3,505,430
Nestle S.A., ADR		50,500		3,904,155
PepsiCo Inc.		29,500		3,125,230
Procter & Gamble Co./The		48,000		4,064,160

				19,372,680
Energy - 4.5%
Chevron Corp.		35,000		3,669,050
Exxon Mobil Corp.		68,500		6,421,190
Schlumberger Ltd.		43,500		3,439,980

				13,530,220
Financials - 8.3%
BB&T Corp.		66,000		2,350,260
CME Group Inc.		31,500		3,068,100
Northern Trust Corp.		31,500		2,087,190
PNC Financial Services Group Inc./The		19,500		1,587,105
Travelers Cos. Inc./The		62,000		7,380,480
US Bancorp		103,000		4,153,990
Wells Fargo & Co.		93,000		4,401,690

				25,028,815
Health Care - 7.8%
Amgen Inc.		14,000		2,130,100
Johnson & Johnson		62,500		7,581,250
Medtronic PLC		44,000		3,817,880
Merck & Co. Inc.		68,500		3,946,285
Pfizer Inc.		174,000		6,126,540

				23,602,055
Industrials - 9.2%
3M Co.		21,500		3,765,080
Boeing Co./The		25,500		3,311,685
Emerson Electric Co.		35,000		1,825,600
General Electric Co.		162,000		5,099,760
Union Pacific Corp.		25,000		2,181,250
United Parcel Service Inc., Class B		38,500		4,147,220
United Technologies Corp.		37,000		3,794,350
Waste Management Inc.		57,500		3,810,525

				27,935,470
Information Technology - 6.9%
Accenture PLC, Class A		38,500		4,361,665
Automatic Data Processing Inc.		19,500		1,791,465
Cisco Systems Inc.		94,500		2,711,205
Linear Technology Corp.		70,500		3,280,365
Microsoft Corp.		95,500		4,886,735
Texas Instruments Inc.		63,500		3,978,275

				21,009,710
Materials - 1.7%
Monsanto Co.		19,000		1,964,790
Praxair Inc.		28,000		3,146,920

				5,111,710
Telecommunication Service - 1.9%
Verizon Communications Inc.		102,000		5,695,680


Utilities - 2.6%
Duke Energy Corp.		53,000		4,546,870
NextEra Energy Inc.		26,000		3,390,400

				7,937,270

Total Common Stocks
(Cost $111,137,951)				162,734,950
		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	$	599,648		622,879
Ally Master Owner Trust, Series 2014-4, Class A2, 1.43%, 6/17/19		550,000		551,295
CarMax Auto Owner Trust, Series 2015-1, Class A2, 0.88%, 3/15/18		227,122		227,127
CNH Equipment Trust, Series 2014-A, Class A3, 0.84%, 5/15/19		211,780		211,662
Ford Credit Auto Owner Trust, Series 2014-A, Class A3, 0.79%, 5/15/18		173,632		173,631
Hyundai Auto Receivables Trust, Series 2014-A, Class A3, 0.79%, 7/16/18		92,603		92,563
Santander Drive Auto Receivables Trust, Series 2012-2A, Class E (B), 5.95%, 4/15/19		250,000		251,244
Santander Drive Auto Receivables Trust, Series 2013-5, Class C, 2.25%, 6/17/19		500,000		503,149
Santander Drive Auto Receivables Trust, Series 2013-4, Class C, 3.25%, 1/15/20		710,000		717,357
Volkswagen Auto Lease Trust, Series 2014-A, Class A3, 0.8%, 4/20/17		39,962		39,959
Volvo Financial Equipment LLC, Series 2014-1A, Class A3 (B), 0.82%, 4/16/18		151,690		151,410

Total Asset Backed Securities
(Cost $3,537,608)				3,542,276

	Shares		Value (Note 2)

COMMON STOCKS - 96.0%

Consumer Discretionary - 6.1%
Mattel Inc.		334,000	$	10,450,860
McDonald’s Corp.		96,500		11,612,810

				22,063,670
Consumer Staples - 11.2%
General Mills Inc.		146,500		10,448,380
JM Smucker Co./The		97,000		14,783,770
Procter & Gamble Co./The		135,500		11,472,785
Whole Foods Market Inc.		110,000		3,522,200

				40,227,135
Energy - 12.7%
Apache Corp.		125,000		6,958,750
Baker Hughes Inc.		164,000		7,401,320
Chevron Corp.		69,500		7,285,685
Exxon Mobil Corp.		180,000		16,873,200
Occidental Petroleum Corp.		94,000		7,102,640

				45,621,595
Financials - 28.2%

Capital Markets - 2.1%
Bank of New York Mellon Corp./The		190,500		7,400,925


Commercial Banks - 7.0%
Citigroup Inc.		100,000		4,239,000
US Bancorp		225,500		9,094,415
Wells Fargo & Co.		254,000		12,021,820

				25,355,235
Diversified Financial Services - 4.6%
Berkshire Hathaway Inc., Class B*		54,000		7,818,660
Nasdaq Inc.		135,000		8,730,450

				16,549,110
Insurance - 10.7%
Aflac Inc.		103,000		7,432,480
American International Group Inc.		224,002		11,847,466
Arch Capital Group Ltd.*		74,000		5,328,000
Markel Corp.*		14,400		13,720,032

				38,327,978
Real Estate Investment Trusts (REITs) - 3.8%
Digital Realty Trust Inc.		126,500		13,787,235

				101,420,483
Health Care - 8.0%
Baxter International Inc.		278,000		12,571,160
Johnson & Johnson		83,500		10,128,550
Pfizer Inc.		177,000		6,232,170

				28,931,880
Industrials - 14.2%
Fluor Corp.		81,000		3,991,680
General Electric Co.		507,500		15,976,100
Jacobs Engineering Group Inc.*		311,000		15,490,910
Republic Services Inc.		307,500		15,777,825

				51,236,515
Information Technology - 8.0%
Cisco Systems Inc.		308,500		8,850,865
Microsoft Corp.		246,000		12,587,820
Oracle Corp.		175,000		7,162,750

				28,601,435
Telecommunication Services - 4.9%
AT&T Inc.		116,000		5,012,360
T-Mobile U.S. Inc.*		293,000		12,678,110

				17,690,470
Utilities - 2.7%
NextEra Energy Inc.		45,000		5,868,000
PG&E Corp.		62,000		3,963,040

				9,831,040

Total Common Stocks
(Cost $288,924,386)				345,624,223

SHORT-TERM INVESTMENTS - 4.3%
State Street Institutional U.S. Government Money Market Fund, 0.25%, Premier Class		15,485,267		15,485,267

Total Short-Term Investments
(Cost $15,485,267)				15,485,267


TOTAL INVESTMENTS - 100.3% (Cost $304,409,653**)				361,109,490
NET OTHER ASSETS AND LIABILITIES - (0.3%)				(1,167,224	)

TOTAL NET ASSETS - 100.0%			$	359,942,266

	Shares		Value (Note 2)

COMMON STOCKS - 97.6%

Consumer Discretionary - 17.6%
Amazon.com Inc.*		4,210	$	3,012,760
CBS Corp., Class B		80,000		4,355,200
Discovery Communications Inc., Class C*		110,556		2,636,761
Home Depot Inc./The		40,295		5,145,269
Liberty Global PLC, Series C*		105,590		3,025,153
Liberty Global PLC LiLAC, Class C*		13,174		428,034
McDonald’s Corp.		37,940		4,565,700
Nordstrom Inc.		60,000		2,283,000
Omnicom Group Inc.		64,500		5,256,105
Starbucks Corp.		52,000		2,970,240
TJX Cos. Inc./The		74,660		5,765,992
Walt Disney Co./The		67,150		6,568,613

				46,012,827
Consumer Staples - 9.9%
Costco Wholesale Corp.		25,940		4,073,618
CVS Health Corp.		70,270		6,727,650
Diageo PLC, ADR		37,466		4,229,162
JM Smucker Co./The		34,350		5,235,283
PepsiCo Inc.		53,515		5,669,379

				25,935,092
Energy - 1.9%
Schlumberger Ltd.		61,940		4,898,215


Financials - 7.2%
Berkshire Hathaway Inc., Class B*		35,695		5,168,279
Brookfield Asset Management Inc., Class A		138,890		4,593,092
S&P Global Inc.		43,390		4,654,012
T. Rowe Price Group Inc.		60,000		4,378,200

				18,793,583
Health Care - 22.0%
Allergan PLC*		15,707		3,629,731
Amgen Inc.		46,935		7,141,160
Biogen Inc.*		24,430		5,907,663
Celgene Corp.*		32,180		3,173,913
Express Scripts Holding Co.*		68,415		5,185,857
Gilead Sciences Inc.		90,890		7,582,044
HCA Holdings Inc.*		57,945		4,462,345
Johnson & Johnson		42,500		5,155,250
McKesson Corp.		32,865		6,134,252
Thermo Fisher Scientific Inc.		34,865		5,151,652
Varian Medical Systems Inc.*		50,000		4,111,500

				57,635,367
Industrials - 10.4%
3M Co.		21,137		3,701,511
Boeing Co./The		32,760		4,254,541
Danaher Corp.		52,766		5,329,366
PACCAR Inc.		49,225		2,553,301
United Parcel Service Inc., Class B		64,000		6,894,080
W.W. Grainger Inc.		18,950		4,306,388

				27,039,187
Information Technology - 28.6%

Communications Equipment - 1.6%
QUALCOMM Inc.		78,000		4,178,460


Computers & Peripherals - 4.4%
Apple Inc.		120,660		11,535,096


Electronic Equipment, Instruments & Components - 1.4%
TE Connectivity Ltd.		66,265		3,784,394


Internet Software & Services - 4.7%
Alphabet Inc., Class C*		17,597		12,178,883


IT Services - 6.5%
Accenture PLC, Class A		57,532		6,517,801
PayPal Holdings Inc.*		118,222		4,316,285
Visa Inc., Class A		83,684		6,206,842

				17,040,928
Semiconductors & Semiconductor Equipment - 2.0%
Linear Technology Corp.		114,510		5,328,150


Software - 8.0%
Microsoft Corp.		191,700		9,809,289
Oracle Corp.		269,632		11,036,038

				20,845,327

				74,891,238

Total Common Stocks
(Cost $175,124,974)				255,205,509

SHORT-TERM INVESTMENTS - 2.4%
State Street Institutional U.S. Government Money Market Fund, 0.25%, Premier Class		6,380,939		6,380,939


Total Short-Term Investments
(Cost $6,380,939)				6,380,939

TOTAL INVESTMENTS - 100.0% (Cost $181,505,913**)				261,586,448
NET OTHER ASSETS AND LIABILITIES - 0.0%				(50,678	)

TOTAL NET ASSETS - 100.0%			$	261,535,770

	Shares		Value (Note 2)

COMMON STOCKS - 90.2%

Consumer Discretionary - 28.5%

Media - 13.0%
Discovery Communications Inc., Class C*		221,805	$	5,290,049
Liberty Broadband Corp., Class C*		130,214		7,812,840
Liberty Global PLC, Series C*		253,601		7,265,669
Liberty Global PLC LiLAC, Class C*		31,642		1,028,033
Omnicom Group Inc.		85,100		6,934,799

				28,331,390
Specialty Retail - 15.5%
CarMax Inc.*		141,692		6,947,159
Ross Stores Inc.		218,810		12,404,339
Sally Beauty Holdings Inc.*		337,765		9,933,668
Tiffany & Co.		71,345		4,326,361

				33,611,527

				61,942,917
Consumer Staples - 0.9%
Brown-Forman Corp., Class B		20,299		2,025,028


Energy - 3.2%
Oceaneering International Inc.		60,010		1,791,899
World Fuel Services Corp.		109,962		5,222,095

				7,013,994
Financials - 28.1%

Commercial Banks - 4.1%
Glacier Bancorp Inc.		163,713		4,351,492
M&T Bank Corp.		37,818		4,471,222

				8,822,714
Insurance - 16.3%
Arch Capital Group Ltd.*		68,494		4,931,568
Brown & Brown Inc.		328,400		12,305,148
Markel Corp.*		11,846		11,286,632
WR Berkley Corp.		115,607		6,927,171

				35,450,519
Real Estate Investment Trusts (REITs) - 3.7%
American Tower Corp.		32,059		3,642,223
Crown Castle International Corp.		42,906		4,351,956

				7,994,179
Real Estate Management & Development - 4.0%
Brookfield Asset Management Inc., Class A		265,562		8,782,135

				61,049,547
Health Care - 7.9%
DaVita HealthCare Partners Inc.*		89,020		6,883,026
Laboratory Corp. of America Holdings*		58,287		7,593,048
Perrigo Co. PLC		29,906		2,711,577

				17,187,651
Industrials - 13.4%
Copart Inc.*		226,861		11,118,458
Expeditors International of Washington Inc.		164,070		8,045,993
Fastenal Co.		100,850		4,476,731
IHS Inc., Class A*		48,081		5,558,644

				29,199,826
Information Technology - 5.0%
Amphenol Corp., Class A		82,106		4,707,137
CDW Corp.		153,521		6,153,122

				10,860,259
Materials - 3.2%
Crown Holdings Inc.*		136,629		6,922,991

Total Common Stocks
(Cost $131,263,905)				196,202,213

SHORT-TERM INVESTMENTS - 7.2%
State Street Institutional U.S. Government Money Market Fund, 0.25%, Premier Class		15,644,251		15,644,251

Total Short-Term Investments
(Cost $15,644,251)				15,644,251

TOTAL INVESTMENTS - 97.4% (Cost $146,908,156**)				211,846,464
NET OTHER ASSETS AND LIABILITIES - 2.6%				5,733,910

TOTAL NET ASSETS - 100.0%			$	217,580,374

	Shares		Value (Note 2)

COMMON STOCKS - 95.9%

Australia - 1.7%
BHP Billiton Ltd. (A)		50,995	$	726,316


Brazil - 1.3%
Estacio Participacoes S.A. (A)		104,487		551,661


Cayman Islands - 2.0%
Baidu Inc., ADR*		5,023		829,548


Denmark - 4.0%
Carlsberg AS, Class B (A)		8,950		849,358
ISS AS (A)		21,324		798,477

				1,647,835
France - 14.0%
AXA S.A. (A)		39,185		787,211
BNP Paribas S.A. (A)		14,160		636,605
LVMH Moet Hennessy Louis Vuitton SE (A)		7,591		1,149,407
Schneider Electric SE (A)		16,655		985,662
Technip S.A. (A)		18,525		1,007,524
Total S.A. (A)		26,323		1,269,339

				5,835,748
Germany - 3.1%
SAP SE (A)		16,955		1,267,346


Ireland - 4.2%
CRH PLC (A)		34,724		1,022,461
Perrigo Co. PLC		7,907		716,928

				1,739,389
Israel - 1.8%
Teva Pharmaceutical Industries Ltd., ADR		15,170		761,989


Japan - 9.2%
Hitachi Ltd. (A)		211,265		878,208
Mitsubishi UFJ Financial Group Inc. (A)		183,120		816,226
Secom Co. Ltd. (A)		17,343		1,280,116
Seven & I Holdings Co. Ltd. (A)		20,024		835,988

				3,810,538

Netherlands - 6.2%
Akzo Nobel N.V. (A)		12,800		805,288
ING Groep N.V. (A)		69,965		727,204
Sensata Technologies Holding N.V.*		30,189		1,053,294

				2,585,786
Singapore - 1.7%
DBS Group Holdings Ltd. (A)		60,570		713,641


South Korea - 3.0%
Samsung Electronics Co. Ltd. (A)		992		1,234,900


Sweden - 2.1%
Telefonaktiebolaget LM Ericsson, Class B (A)		113,431		867,024


Switzerland - 14.9%
Credit Suisse Group AG* (A)		55,065		586,793
Nestle S.A. (A)		15,055		1,161,278
Novartis AG (A)		19,572		1,610,067
Roche Holding AG (A)		3,740		987,474
Syngenta AG (A)		2,009		772,212
TE Connectivity Ltd.		18,999		1,085,033

				6,202,857
United Kingdom - 26.7%
Babcock International Group PLC (A)		65,412		791,820
Barclays PLC (A)		258,690		492,499
Berendsen PLC (A)		53,105		865,163
Compass Group PLC (A)		59,965		1,143,028
Diageo PLC (A)		60,105		1,681,810
GlaxoSmithKline PLC (A)		39,970		859,287
HSBC Holdings PLC (A)		92,597		578,458
Rolls-Royce Holdings PLC* (A)		60,370		573,259
Royal Dutch Shell PLC, Class A (A)		58,440		1,595,611
Standard Chartered PLC (A)		79,580		605,321
Tesco PLC* (A)		369,941		865,480
WPP PLC (A)		49,450		1,026,716

				11,078,452

Total Common Stocks
(Cost $46,808,492)				39,853,030

SHORT-TERM INVESTMENTS - 3.5%
State Street Institutional U.S. Government Money Market Fund, 0.25%, Premier Class		1,450,652		1,450,652

Total Short-Term Investments
(Cost $1,450,652)		1,450,652

TOTAL INVESTMENTS - 99.4% (Cost $48,259,144**)		41,303,682
NET OTHER ASSETS AND LIABILITIES - 0.6%		255,234

TOTAL NET ASSETS - 100.0%	$	41,558,916

OTHER INFORMATION:
Sector Concentration	% of Net Assets
Consumer Discretionary	9.3	%
Consumer Staples	13.0	%
Energy	9.2	%
Financials	14.4	%
Health Care	11.9	%
Industrials	15.3	%
Information Technology	14.9	%
Materials	7.9	%
Money Market Funds	3.5	%
Net Other Assets and Liabilities	0.6	%

	Conservative			Moderate			Aggressive
	Allocation			Allocation			Allocation
	Fund			Fund			Fund

Assets:
Investments in securities, at cost
Unaffiliated issuers	$	76,744,232		$	126,381,840		$	44,953,356
Affiliated issuers¹		77,600,355			128,415,756			39,468,956
Net unrealized appreciation (depreciation)
Unaffiliated issuers		2,986,514			5,169,056			1,502,502
Affiliated issuers¹		3,514,004			12,289,642			5,408,572

Total investments at value		160,845,105			272,256,294			91,333,386
Cash		–			–			–
Foreign currency (cost of $26,515)(Note 2)		–			–			–
Receivables:
Investments sold		857,735			863,619			784,989
Fund shares sold		12,041			58,085			30,954
Dividends and interest		178,011			234,056			64,091
Due from Adviser		13,165			22,222			7,436

Total assets		161,906,057			273,434,276			92,220,856

Liabilities:
Payables:
Investments purchased		862,840			1,401,602			1,051,213
Fund shares repurchased		101,789			196,521			63,426
Management fees		39,494			66,664			22,308
Audit and trustees fees		8,178			14,056			4,647
Distribution fees – Class II		7,183			6,217			351
Accrued expenses and other payables		–			–			–

Total liabilities		1,019,484			1,685,060			1,141,945

Net assets applicable to outstanding capital stock	$	160,886,573		$	271,749,216		$	91,078,911

Net assets consist of:
Paid-in capital		153,582,130			253,735,857			85,437,211
Accumulated undistributed net investment income		1,130,190			1,625,733			499,121
Accumulated net realized gain (loss) on investments sold and foreign currency related transactions		(326,265	)		(1,071,072	)		(1,768,495	)
Net unrealized appreciation (depreciation) of investments (including appreciation (depreciation) on foreign currency related transactions)		6,500,518			17,458,698			6,911,074

Net Assets	$	160,886,573		$	271,749,216		$	91,078,911

Class I Shares:
Net Assets	$	125,807,410		$	241,750,353		$	89,356,905
Shares of beneficial interest outstanding		12,578,227			23,412,231			9,753,938
Net Asset Value and redemption price per share	$	10.00		$	10.33		$	9.16

Class II Shares:
Net Assets	$	35,079,163		$	29,998,863		$	1,722,006
Shares of beneficial interest outstanding		3,513,502			2,913,281			188,802
Net Asset Value and redemption price per share	$	9.98		$	10.30		$	9.12

Core			High			Diversified		Large Cap		Large Cap				International
Bond			Income			Income		Value		Growth		Mid Cap		Stock
Fund			Fund			Fund		Fund		Fund		Fund		Fund


$	193,370,654		$	27,952,668		$	241,608,761	$	304,409,653	$	181,505,913	$	146,908,156	$	48,259,144
	–			–			–		–		–		–		–
	12,322,871			(232,014	)		59,088,788		56,699,837		80,080,535		64,938,308		(6,955,462	)
	–			–			–		–		–		–		–

	205,693,525			27,720,654			300,697,549		361,109,490		261,586,448		211,846,464		41,303,682
	866,985			–			–		–		24,259		47,673		–
	–			–			–		–		–		–		26,550
	–			389,436			2,077,269		2,513,325		–		5,759,809		5,706
	4,236			–			15,039		10,273		8,635		39,825		30,324
	1,550,188			394,664			1,258,612		498,285		149,182		136,116		279,876
	–			–			–		–		–		–		–

	208,114,934			28,504,754			304,048,469		364,131,373		261,768,524		217,829,887		41,646,138


	3,130,509			–			1,403,086		3,892,062		–		–		7
	335,298			15,360			48,274		101,313		40,923		74,502		42,018
	92,937			17,545			171,036		176,176		172,536		160,858		40,031
	11,198			1,532			15,591		18,585		14,034		11,718		2,362
	8,726			1,165			8,068		971		5,261		2,435		2,804
	–			–			27		–		–		–		–

	3,578,668			35,602			1,646,082		4,189,107		232,754		249,513		87,222

$	204,536,266		$	28,469,152		$	302,402,387	$	359,942,266	$	261,535,770	$	217,580,374	$	41,558,916

	193,497,492			36,048,937			235,203,009		287,696,098		175,319,138		146,259,140		53,470,194
	2,655,860			715,214			3,452,808		2,643,993		1,082,684		116,375		606,286
	(3,939,957	)		(8,062,985	)		4,657,782		12,902,338		5,053,413		6,266,551		(5,538,101	)
	12,322,871			(232,014	)		59,088,788		56,699,837		80,080,535		64,938,308		(6,979,463	)

$	204,536,266		$	28,469,152		$	302,402,387	$	359,942,266	$	261,535,770	$	217,580,374	$	41,558,916

$	162,327,162		$	22,806,983		$	259,896,901	$	355,162,644	$	236,186,521	$	205,785,540	$	28,152,052
	15,800,396			2,670,465			13,151,041		12,500,669		9,479,961		11,353,037		2,886,100
$	10.27		$	8.54		$	19.76	$	28.41	$	24.91	$	18.13	$	9.75

	42,209,104			5,662,169			42,505,486		4,779,622		25,349,249		11,794,834		13,406,864
	4,119,923			662,454			2,161,044		169,628		1,026,825		659,479		1,379,936
$	10.25		$	8.55		$	19.67	$	28.18	$	24.69	$	17.89	$	9.72

¹		See Note 11 for information on affiliated issuers.
²		Waivers include management fees of $79,210,$133,897 and $44,316 for Conservative Allocation Fund, Moderate Allocation Fund and Aggressive Allocation Fund, respectively. See Note 3.

	Large Cap Value Fund						Large Cap Growth Fund

	(unaudited) Six-Months Ended 6/30/16			Year Ended 12/31/15			(unaudited) Six-Months Ended 6/30/16			Year Ended 12/31/15

Net Assets at beginning of period	$	370,893,722		$	498,116,441		$	279,273,794		$	337,968,393
Increase (decrease) in net assets from operations:
Net investment income (loss)		2,643,993			4,695,990			1,082,684			3,112,817
Net realized gain (loss)		13,085,076			53,475,512			5,443,487			28,762,094
Net change in unrealized appreciation (depreciation)		3,688,813			(70,462,786	)		(4,884,002	)		(21,832,205	)

Net increase (decrease) in net assets from operations		19,417,882			(12,291,284	)		1,642,169			10,042,706
Distributions to shareholders from:
Net investment income
Class I		(79,975	)		(4,680,754	)		(62,393	)		(2,910,688	)
Class II		–			(61,691	)		–			(271,726	)
Net realized gains
Class I		(2,581,345	)		(56,137,244	)		(3,714,559	)		(25,221,065	)
Class II		(34,703	)		(848,750	)		(403,945	)		(2,791,568	)

Total distributions		(2,696,023	)		(61,728,439	)		(4,180,897	)		(31,195,047	)

Capital Stock transactions:
Class I Shares
Shares sold		6,469,090			26,521,749			6,719,711			22,803,031
Issued to shareholders in reinvestment of distributions		2,661,320			60,817,998			3,776,952			28,131,753
Shares redeemed		(35,878,116	)		(140,447,922	)		(23,578,633	)		(86,189,358	)

Net decrease in net assets from capital stock transactions		(26,747,706	)		(53,108,175	)		(13,081,970	)		(35,254,574	)

Class II Shares
Shares sold		76,788			209,211			22,570			413,288
Issued to shareholders in reinvestment of distributions		34,703			910,441			403,945			3,063,294
Shares redeemed		(1,037,100	)		(1,214,473	)		(2,543,841	)		(5,764,266	)

Net increase (decrease) in net assets from capital stock transactions		(925,609	)		(94,821	)		(2,117,326	)		(2,287,684	)

Total decrease from capital stock transactions		(27,673,315	)		(53,202,996	)		(15,199,296	)		(37,542,258	)

Total increase (decrease) in net assets		(10,951,456	)		(127,222,719	)		(17,738,024	)		(58,694,599	)

Net Assets at end of period	$	359,942,266		$	370,893,722		$	261,535,770		$	279,273,794

Undistributed net investment income included in net assets	$	2,643,993		$	79,975		$	1,082,684		$	62,393
Capital Share transactions:
Class I Shares
Shares sold		237,913			822,207			268,182			825,263
Issued to shareholders in reinvestment of distributions		95,477			2,189,046			152,953			1,098,235
Shares redeemed		(1,335,597	)		(4,353,454	)		(954,712	)		(3,123,219	)

Net decrease from capital shares transactions		(1,002,207	)		(1,342,201	)		(533,577	)		(1,199,721	)

Class II Shares
Shares sold		2,914			6,502			910			15,030
Issued to shareholders in reinvestment of distributions		1,255			33,025			16,508			120,620
Shares redeemed		(39,603	)		(37,925	)		(104,253	)		(209,216	)

Net increase (decrease) from capital shares transactions		(35,434	)		1,602			(86,835	)		(73,566	)

Mid Cap Fund						International Stock Fund

(unaudited) Six-Months Ended 6/30/16			Year Ended 12/31/15			(unaudited) Six-Months Ended 6/30/16			Year Ended 12/31/15

$	233,688,172		$	301,770,803		$	47,200,403		$	54,999,579


	116,375			(692,735	)		606,286			876,118
	6,514,968			29,288,758			(677,546	)		503,798
	3,582,551			(25,105,339	)		(1,925,066	)		(2,981,304	)

	10,213,894			3,490,684			(1,996,326	)		(1,601,388	)


	–			(181,091	)		–			(705,487	)
	–			–			–			(275,382	)
	(4,559,358	)		(22,345,472	)		–			(59,742	)
	(266,285	)		(1,283,430	)		–			(26,331	)

	(4,825,643	)		(23,809,993	)		–			(1,066,942	)



	4,712,439			17,890,236			700,604			1,586,940
	4,559,358			22,526,563			–			765,230
	(29,580,966	)		(86,979,800	)		(3,734,236	)		(6,823,132	)

	(20,309,169	)		(46,563,001	)		(3,033,632	)		(4,470,962	)



	28,672			314,890			402,825			731,658
	266,285			1,283,430			–			301,713
	(1,481,837	)		(2,798,641	)		(1,014,354	)		(1,693,255	)

	(1,186,880	)		(1,200,321	)		(611,529	)		(659,884	)

	(21,496,049	)		(47,763,322	)		(3,645,161	)		(5,130,846	)

	(16,107,798	)		(68,082,631	)		(5,641,487	)		(7,799,176	)

$	217,580,374		$	233,688,172		$	41,558,916		$	47,200,403

$	116,375		$	–		$	606,286		$	–


	266,296			919,477			72,326			141,821
	255,483			1,235,596			–			72,167
	(1,690,224	)		(4,488,044	)		(389,669	)		(617,076	)

	(1,168,445	)		(2,332,971	)		(317,343	)		(403,088	)



	1,685			16,438			41,265			65,520
	15,121			71,294			–			28,678
	(86,079	)		(146,636	)		(105,725	)		(156,249	)

	(69,273	)		(58,904	)		(64,460	)		(62,051	)

Security	Acquisition Date		Acquisition Cost

Core Bond Fund
Indianapolis Power & Light Co.		10/2/06	$	994,589

			$	994,589
High Income Fund
First Quality Finance Co Inc		8/7/14	$	381,815

			$	381,815
Diversified Income Fund
Indianapolis Power & Light Co.		10/2/06	$	1,546,586

			$	1,546,586

	Derivatives not accounted for as
Fund	hedging Instruments	Realized Gain (Loss) on Derivatives:	Change in Unrealized Depreciation on Derivatives

Core Bond	Interest rate contracts, Futures	$358	($122)
	Equity contracts, Options purchased	(102,715)
	Equity contracts, Options written	63,372

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

	U.S. Government Securities				Other Investment Securities

Fund	Purchases		Sales		Purchases		Sales
Conservative Allocation	$	–	$	–	$	67,419,559	$	72,429,207
Moderate Allocation		–		–		137,910,668		151,301,642
Aggressive Allocation		–		–		47,181,666		49,850,227
Core Bond		18,066,189		23,669,232		35,183,595		51,278,465
High Income		–		–		9,829,119		11,946,218
Diversified Income		30,121,647		44,486,807		26,229,335		37,341,178
Large Cap Value		–		–		137,436,002		151,451,285
Large Cap Growth		–		–		20,369,986		39,878,669
Mid Cap		–		–		19,279,041		48,682,954
International Stock		–		–		2,607,207		5,782,535

	Number of Contracts			Premiums Received

Options outstanding, beginning of period		–			$	–
Options written during the period		185				102,383
Options closed during the period		(40	)			(32,771	)
Options exercised during the period		–				–
Options expired during the period		(145	)			(69,612	)

Options outstanding, end of 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	$	1,047.00	0.22	%	$	1.12	$	1,045.70	0.47	%	$	2.39
Moderate Allocation*		1,000		1,043.20	0.22	%		1.12		1,041.90	0.47	%		2.39
Aggressive Allocation*		1,000		1,038.40	0.22	%		1.11		1,037.10	0.47	%		2.38
Core Bond		1,000		1,049.30	0.57	%		2.90		1,048.00	0.82	%		4.18
High Income		1,000		1,062.90	0.77	%		3.95		1,061.60	1.02	%		5.23
Diversified Income		1,000		1,063.10	0.72	%		3.69		1,061.80	0.97	%		4.97
Large Cap Value		1,000		1,057.90	0.62	%		3.17		1,056.60	0.87	%		4.45
Large Cap Growth		1,000		1,008.10	0.82	%		4.09		1,006.80	1.07	%		5.34
Mid Cap		1,000		1,050.30	0.92	%		4.69		1,049.00	1.17	%		5.96
International Stock		1,000		959.70	1.17	%		5.70		958.50	1.42	%		6.91

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