As filed with the Securities and Exchange Commission on September 4, 2019
Registration No. 333-231660
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
PRE-EFFECTIVE AMENDMENT NO.
POST-EFFECTIVE AMENDMENT NO. 1
MADISON FUNDS
(Exact Name of Registrant as Specified in Charter)
c/o Madison Asset Management, LLC
550 Science Drive, Madison, Wisconsin 53711
(Address of Principal Executive Offices)
(608) 274-0300
(Registrant's Telephone Number)
Kevin S. Thompson
Chief Legal Officer & Chief Administrative Officer
Madison Asset Management, LLC
550 Science Drive
Madison, Wisconsin 53711
(Name and Address of Agent for Service)
With copies to:
Pamela M. Krill, Esq.
Godfrey & Kahn, S.C.
One East Main Street, Suite 500
Madison, Wisconsin 53705
Tele: 608-284-2226
It is proposed that this filing will become effective immediately pursuant to Rule 485(b) under the Securities Act of 1933, as amended.
Explanatory Note
This Post-Effective Amendment No. 1 to the Registration Statement of Madison Funds (“Registrant”) on Form N-14 hereby incorporates by reference Parts A and B of Registrant’s Registration Statement on Form N-14 (File No. 333-231660) filed with the Securities and Exchange Commission on May 22, 2019. The purpose of this Post-Effective Amendment No. 1 is to file as Exhibit 12 hereto the final Opinion and Consent of Godfrey & Kahn, S.C., regarding certain tax matters.
OTHER INFORMATION
ITEM 15. Indemnification
Madison Funds (the “Registrant”) incorporates herein by reference the response to Item 25 of the Registration Statement filed with the Securities and Exchange Commission (the “SEC”) on February 27, 2019 with Post-Effective Amendment No. 72.
ITEM 16. Exhibits
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| 1. | Amended and Restated Declaration of Trust of Registrant dated May 8, 2019 – (incorporated by reference to the initial filing of this Registration Statement on Form N-14 filed on May 22, 2019). |
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| 4. | Agreement and Plan of Reorganization and Liquidation – (incorporated by reference to the initial filing of this Registration Statement on Form N-14 filed on May 22, 2019). |
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| 5. | Instruments Defining Rights of Security Holders are incorporated by reference to Exhibit 1, above. |
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| 6. | (a) Amended and Restated Investment Advisory Agreement between Registrant and Madison Asset Management, LLC (“MAM”) dated February 6, 2019 (incorporated by reference to Post-Effective Amendment (“PEA”) No. 72 to the Registration Statement on Form N-1A filed on February 27, 2019). |
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| (b) | Amended and Restated Services Agreement between Registrant and MAM dated May 8, 2019 – (incorporated by reference to Pre-Effective Amendment No. 2 of the Registration Statement on Form N-14 filed on July 17, 2019). |
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| 7. | (a) Amended and Restated Distribution Agreement between Registrant and MFD Distributor, LLC dated February 10, 2017 (incorporated by reference to PEA No. 54 to the Registration Statement on Form N-1A filed on February 14, 2017). |
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| (b) | Form of Dealer Agreement and 22c-2 Addendum (incorporated by reference to PEA No. 54 to the Registration Statement on Form N-1A February 14, 2017). |
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| 9. | (a) Custody Agreement between Registrant and State Street Bank and Trust Company (“SSB”) dated January 1, 2013 (incorporated by reference to PEA No. 38 to the Registration Statement on Form N-1A filed on February 28, 2013). |
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| (b) | Letter Amendment to Custody Agreement with SSB dated July 31, 2014 (incorporated by reference to PEA No. 54 to the Registration Statement on Form N-1A filed on February 14, 2017). |
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| 10. | Amended and Restated Rule 18f-3 Plan dated February 10, 2017 (incorporated by reference to PEA No. 54 to the Registration Statement filed on Form N-1A filed on February 14, 2017). |
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| 11. | Opinion and Consent of Counsel Regarding Legality of Shares to be Issued – (incorporated by reference to the initial filing of this Registration Statement on Form N-14 filed on May 22, 2019). |
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| 13. | Other Material Contracts |
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| (a) | Transfer Agency and Service Agreement between Registrant and Boston Financial Data Services, Inc. (“BFDS”) dated January 1, 2013 (incorporated by reference to PEA No. 38 to the Registration Statement on Form N-1A filed on February 28, 2013). |
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| (b) | Amendment to Transfer Agency and Service Agreement with BFDS dated November 2, 2016 (incorporated by reference to PEA No. 54 to the Registration Statement on Form N-1A filed on February 14, 2017). |
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| (c) | Amendment to Transfer Agency and Service Agreement with BFDS dated November 3, 2016 (incorporated by reference to PEA No. 54 to the Registration Statement on Form N-1A filed on February 14, 2017). |
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| (d) | Securities Lending Agreement between the Registrant and SSB dated January 12, 2018 (incorporated by reference to PEA No. 70 to the Registration Statement on Form N-1A filed on February 28, 2018). |
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| 14. | (a) Consent of Deloitte & Touche, LLP – (incorporated by reference to Pre-Effective Amendment No. 2 of the Registration Statement on Form N-14 filed on July 17, 2019). |
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| (b) | Consent of Cohen & Company, LTD.– (incorporated by reference to Pre-Effective Amendment No. 2 of the Registration Statement on Form N-14 filed on July 17, 2019). |
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| 16. | Powers of Attorney of the Trustees of the Registrant - (incorporated by reference to the initial filing of this Registration Statement on Form N-14 filed on May 22, 2019). |
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| 17. | Proxy Card - (incorporated by reference to Pre-Effective Amendment No. 2 of the Registration Statement on Form N-14 filed on July 17, 2019). |
ITEM 17. Undertakings
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| 1. | The undersigned Registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is part of this Registration Statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act of 1933, as amended (the “1933 Act”), the reoffering prospectus will contain the information called for by the applicable registration form for the reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form. |
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| 2. | The undersigned Registrant agrees that every prospectus that is filed under paragraph 1 above will be filed as part of an amendment to the Registration Statement and will not be used until the amendment is effective, and that, in determining any liability under the 1933 Act, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them. |
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| 3. | The undersigned Registrant agrees to file by Post-Effective Amendment the opinion of counsel regarding the tax consequences of the proposed reorganization required by Item 16(12) of Form N-14 within a reasonable time after receipt of such opinion. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form N-14, (File No. 333-231660) filed with the Securities and Exchange Commission on May 22, 2019, to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Madison, and State of Wisconsin on the 4th day of September, 2019.
MADISON FUNDS
/s/ Kevin S. Thompson
By: Kevin S. Thompson
Its: President
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement on Form N-14 has been signed by the following persons in the capacities and on the date(s) indicated.
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| Signatures | Title | Date |
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| /s/ Kevin S. Thompson | President (Principal Executive | September 4, 2019 |
Kevin S. Thompson
| Officer) | |
| /s/ Greg D. Hoppe | Treasurer (Principal Financial | September 4, 2019 |
| Greg D. Hoppe | Officer) | |
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| * | Trustee | September 4, 2019 |
| Carrie Thome | | |
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| * | Trustee | September 4, 2019 |
| James R. Imhoff, Jr. | | |
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| * | Trustee | September 4, 2019 |
| Steven P. Riege | | |
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| * | Trustee | September 4, 2019 |
| Richard E. Struthers | | |
*By: /s/ Kevin Thompson
Kevin Thompson
*Pursuant to Power of Attorney (see Exhibit 16 to the initial filing of this Registration Statement on Form N-14 filed on May 22, 2019).
INDEX TO EXHIBITS
Exhibit Caption
12 Opinion (and Consent) of Counsel on Tax Matters
