Madison Funds NCSR Certified annual shareholder report (management investment company)

Annual Report
October 31, 2018

Madison Funds^®

Madison Conservative Allocation Fund

Madison Moderate Allocation Fund

Madison Aggressive Allocation Fund

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 International Stock Fund

Madison Funds | October 31, 2018

Table of Contents

		Page
Management’s Discussion of Fund Performance
Period in Review		2
Allocation Funds Summary		3
Conservative Allocation Fund		3
Moderate Allocation Fund		4
Aggressive Allocation Fund		5
Government Money Market Fund		5
Tax-Free Virginia Fund		6
Tax-Free National Fund		7
High Quality Bond Fund		8
Core Bond Fund		8
Corporate Bond Fund		9
High Income Fund		10
Diversified Income Fund		11
Covered Call & Equity Income Fund		12
Dividend Income Fund		13
Large Cap Value Fund		14
Investors Fund		14
Mid Cap Fund		15
Small Cap Fund		16
International Stock Fund		17
Notes to Management’s Discussion of Fund Performance		19
Portfolios of Investments
Conservative Allocation Fund		20
Moderate Allocation Fund		20
Aggressive Allocation Fund		21
Government Money Market Fund		21
Tax-Free Virginia Fund		22
Tax-Free National Fund		23
High Quality Bond Fund		24
Core Bond Fund		24
Corporate Bond Fund		27
High Income Fund		29
Diversified Income Fund		30
Covered Call & Equity Income Fund		32
Dividend Income Fund		34
Large Cap Value Fund		34
Investors Fund		35
Mid Cap Fund		35
Small Cap Fund		36
International Stock Fund		37
Financial Statements
Statements of Assets and Liabilities		38
Statements of Operations		40
Statements of Changes in Net Assets		42
Financial Highlights		48
Notes to Financial Statements		57
Report of Independent Registered
Public Accounting Firm		67
Other Information		68
Trustees and Officers		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 219083, Kansas City, MO 64121-9083. Consider the investment objectives, risks, and charges and expenses of any fund carefully before investing. The prospectus contains this and other information about the funds.

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 | October 31, 2018

Management’s Discussion of Fund Performance (unaudited)

Period in Review

After a long absence, volatility reestablished itself with authority over the past twelve months. Markets entered 2018 juiced up on fresh U.S. fiscal stimulus provided by the sweeping tax law changes and what was, at the time, a broad-based synchronized global economic expansion. However, after making a seemingly parabolic 12% advance between mid-November 2017 and late January 2018, the S&P 500 experienced an abrupt 10% nosedive in a mere two-weeks. Rising U.S. interest rates and concern over an even more restrictive Federal Reserve rate hike campaign appeared to be behind the newfound market concerns. By spring it was clear that economic growth in both Europe and China was slowing and failing to meet expectations. Talk of tariffs and a potential trade war sparked even greater worries on the global stage. The U.S. equity market was able to recover throughout the summer on the back of impressive earnings growth, assisted by the corporate tax cut. However, international markets continued to decline. Emerging markets were hit especially hard by the combination of a slowing China, stronger U.S. Dollar and a general tightening in financial conditions. In late September, turbulence returned as the markets took the turn of the season to fall quite literally, and the S&P 500 proceeded to drop nearly 10% by Halloween.

Despite the volatility, the S&P 500 returned a solid 7.4% over the one-year period. The overall return may have been strong, but the bulk of the advance was concentrated in a small set of high growth stocks. The rest of the market experienced much more muted results. Major asset class returns outside of U.S. equities were negative: international stocks (MSCI ACWI ex-USA Index) dropped -8.2%; emerging markets (MSCI EM Index) fell -12.5%; and bonds (Bloomberg Barclays U.S. Aggregate Bond Index), hurt by rising interest rates, also declined over the period returning -2.1%.

The most dramatic period for the year occurred in October. The S&P 500^® Index fell -6.8% in October with a late-month rally softening the monthly low on October 29th when the Index had dropped more than -9.0% since September 30, 2018. At this point, year-to-date returns were fractional, but the bounce over the final two days brought the 2018 S&P 500 return back to 3.0% for the calendar year, and to 7.4% over the last twelve months. As we’ve been forewarning, just as the market gains over the past few years have been concentrated in favored sectors and stocks, so were the October losses. The gap in sector performance this last month of the fiscal year was a substantial 13.7%, with the top-performing Utilities Sector up 2.4% and Consumer Discretionary down -11.3%. In a reversal of long-standing trends, value stocks outpaced growth, as the mega-cap tech stocks led the market decline. Thanks to our disciplined approach to valuation and company fundamentals and diversification into quality bonds, the Madison Funds showed considerable resistance to the market correction.

More important than this past month’s performance is an attempt to understand the underlying dynamics of the market selloff. This downturn can be attributed to a combination of elevated valuations, rising interest rates and a growing recognition that this year’s tariffs are having a direct impact on many companies’ input costs and margins. At the same time, there is little to promote the notion that we are entering a full-blown recession, with third quarter 2018 Gross Domestic Product (GDP) growth reported at a robust 3.5% annualized rate despite being down a bit from the second quarter’s 4%+ growth. While there has been considerable anxiety over future corporate earnings, recent profit reporting has been positive – much of the reason the market rallied at month end.

Bond returns again lagged stock market returns by a wide margin as interest rates rose significantly over the last twelve months. The buoyant economy certainly contributed, as did gradually rising inflation. But the main impetus for rising yields during the period was a Federal Reserve intent on steering monetary policy back to a more neutral footing. Indeed, the benchmark Fed Funds Rate rose by a full 1% over the past year. Longer-maturity Government bond rates responded in-kind, and the benchmark ten-year Treasury Note finished fiscal 2018 solidly above 3% – a key resistance level which had mostly held since the low in yields back in 2016.

Among all the leading indicators, the main troublesome note is the softening of the housing market, often a harbinger of broader economic difficulties. However, we also need to take into account the effect of rising mortgage rates and the dampening of demand via the new tax code, which diminishes the tax benefits of home ownership, particularly in high-end real estate and high-tax states. Given these real estate exceptions and given the continued strength of corporate earnings and the robustness of consumer spending, it is far too early to call for a significant decline in the domestic economy.

That is not to suggest we are past the worst and sailing into smooth water. The global economy strikes us as considerably less stable than our own, particularly in light of potential trade wars, and we are always subject to the shock effects of geopolitical disruptions. By the time you receive this letter election results from the mid-terms will be in. Little of October’s market volatility seemed to be precipitated by election jitters and the most likely outcomes, including the predicted shift in House leadership, have not troubled investors. It seems likely that much of the bump in U.S. GPD growth in the first half of the year will boil down to temporary causes, including inventory buildup ahead of the tariffs. We expect more modest, positive GDP results going forward. Inflation, for its part, remains quiescent but in a grudgingly upward trend that will, for now, give the Federal Reserve cover to continue raising short-term interest rates.

Another lesson to be gained from this past month is the importance of stock valuation and the defensive value of investments based on fundamentals rather than expectations or hope. The relative outperformance of these stocks during this downtrend matches our experience and expectations. It’s also part of our long-held discipline that we’ve found to be a major aid in helping investors hold their course. By investing in companies which can continue to generate positive results through more challenging times, we all can feel comfortable with maintaining the appropriate asset allocation targets which we believe will reward investors over time.

Madison Funds | Management’s Discussion of Fund Performance - continued | October 31, 2018

ALLOCATION FUNDS SUMMARY

The Madison Conservative Allocation, Moderate Allocation and Aggressive Allocation Funds invest primarily in shares of registered investment companies (the “Underlying Funds”). The funds are diversified among a number of asset classes and their allocation among Underlying Funds are 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.

PERFORMANCE DISCUSSION

Cumulative Performance of $10,000 Investment¹

Average Annual Total Return through October 31, 2018¹
	% Return Without Sales Charge				% Return After Sales Charge⁵
	1 Year	3 Years	5 Years	10 Years	1 Year	3 Years	5 Years	10 Years
Class A Shares²	-0.75	3.47	3.53	6.00	-6.46	1.44	2.31	5.37
Class B Shares³	-1.51	2.68	2.76	5.38	-5.78	1.58	2.41	5.38
Class C Shares⁴	-1.51	2.71	2.76	5.22	-2.46	2.71	2.76	5.22
ICE Bank of America Merrill Lynch US Corp, Govt & Mortgage Index	-2.07	1.04	1.89	3.95	NA	NA	NA	NA
Conservative Allocation Fund Custom Index	-0.51	3.95	4.10	6.77	NA	NA	NA	NA

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

The Madison Conservative Allocation Fund (Class A at NAV) returned -0.75% for the one-year period, compared to its benchmark Conservative Allocation Fund Custom Index return of -0.51%. The fund outperformed its peers as measured by the Morningstar Conservative Allocation Category, which returned -1.10% for the year.

After a long absence, volatility reestablished itself with authority over the past twelve months. Markets entered 2018 juiced up on fresh U.S. fiscal stimulus provided by the sweeping tax law changes and what was, at the time, a broad-based synchronized global economic expansion. However, after making a seemingly parabolic 12% advance between mid-November 2017 and late January 2018, the S&P 500 experienced an abrupt 10% nosedive in a mere two weeks. Rising U.S. interest rates and concern over an even more restrictive Federal Reserve rate hike campaign appeared to be behind the newfound market concerns. By spring it was clear that economic growth in both Europe and China was slowing and failing to meet expectations. Talk of tariffs and a potential trade war sparked even greater worries on the global stage. The U.S. equity market was able to recover throughout the summer on the back of impressive earnings growth, assisted by the corporate tax cut. However, international markets continued to decline. Emerging markets were hit especially hard by the combination of a slowing China, stronger U.S. Dollar and a general tightening in financial conditions. In late September, turbulence returned as the markets took the turn of the season to fall quite literally, and the S&P 500 proceeded to drop nearly 10% by Halloween.

The fund entered the period with a modestly defensive equity underweight. Our equity composition was leaning a little too heavily on the international side early on, which detracted from returns. However, we quickly reallocated back toward the U.S. as our concerns grew over the potential for trade disruption. We also increased the use of dollar hedging, which aided performance as the dollar strengthened throughout the back half of the period. Within U.S. equities, overweight allocations to growth stocks boosted returns, as did outperformance from our two core actively managed large cap funds. Timely allocations into Consumer Staples and Health Care late in the period were also additive. Detracting from returns were our overweight allocations to midcaps and Energy stocks. On the fixed income side, the fund was rewarded for taking lower interest rate (duration) risk throughout the year as interest rates increased. The largest positive contributions came from our short-term holdings in corporate bonds and Treasuries. Our long-term Treasury holding, which we hold more as an equity hedge, provided the biggest drag on our fixed income performance.

As expected, the fund held up extremely well during the two larger equity declines and we believe the fund is well positioned for today’s increasingly volatile capital markets.

PORTFOLIO ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 10/31/18

Bond Funds	63.8	%
Foreign Stock Funds	9.2	%
Short-Term Investments	3.4	%
Stock Funds	25.5	%
Net Other Assets and Liabilities	(1.9	)%

Madison Funds | Management’s Discussion of Fund Performance - Madison Conservative Allocation Fund - continued | October 31, 2018

TOP TEN HOLDINGS AS A PERCENTAGE OF NET ASSETS AS OF 10/31/18

Madison Core Bond Fund Class Y	19.1	%
Vanguard Short-Term Treasury ETF	11.0	%
Madison Corporate Bond Fund Class Y	7.1	%
Madison Investors Fund Class Y	7.1	%
Madison Dividend Income Fund Class Y	7.0	%
Baird Aggregate Bond Fund Institutional Shares	6.6	%
iShares TIPS Bond Fund ETF	6.5	%
Vanguard Short-Term Corporate Bond ETF	5.2	%
iShares 20+ Year Treasury Bond ETF	4.5	%
Vanguard Growth ETF	4.4	%

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.

PERFORMANCE DISCUSSION

Cumulative Performance of $10,000 Investment¹

Average Annual Total Return through October 31, 2018¹
	% Return Without Sales Charge				% Return After Sales Charge⁵
	1 Year	3 Years	5 Years	10 Years	1 Year	3 Years	5 Years	10 Years
Class A Shares²	-0.12	5.40	5.11	7.71	-5.84	3.34	3.88	7.07
Class B Shares³	-0.82	4.63	4.34	7.05	-5.10	3.56	4.00	7.05
Class C Shares⁴	-0.91	4.60	4.32	6.90	-1.86	4.60	4.32	6.90
S&P 500^® Index	7.35	11.52	11.34	13.24	NA	NA	NA	NA
Moderate Allocation Fund Custom Index	0.51	6.00	5.66	8.67	NA	NA	NA	NA

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

The Madison Moderate Allocation Fund (Class A at NAV) returned -0.12% for the one-year period, compared to its benchmark Moderate Allocation Fund Custom Index return of 0.51%. The fund slightly underperformed its peers as measured by the Morningstar Moderate Allocation category, which advanced 0.15% for the period.

After a long absence, volatility reestablished itself with authority over the past twelve months. Markets entered 2018 juiced up on fresh U.S. fiscal stimulus provided by the sweeping tax law changes and what was, at the time, a broad-based synchronized global economic expansion. However, after making a seemingly parabolic 12% advance between mid-November 2017 and late January 2018, the S&P 500 experienced an abrupt 10% nosedive in a mere two weeks. Rising U.S. interest rates and concern over an even more restrictive Federal Reserve rate hike campaign appeared to be behind the newfound market concerns. By spring it was clear that economic growth in both Europe and China was slowing and failing to meet expectations. Talk of tariffs and a potential trade war sparked even greater worries on the global stage. The U.S. equity market was able to recover throughout the summer on the back of impressive earnings growth, assisted by the corporate tax cut. However, international markets continued to decline. Emerging markets were hit especially hard by the combination of a slowing China, stronger U.S. Dollar and a general tightening in financial conditions. In late September, turbulence returned as the markets took the turn of the season to fall quite literally, and the S&P 500 proceeded to drop nearly 10% by Halloween.

As expected, the fund held up extremely well during the two larger equity declines and we believe the fund is well positioned for today’s increasingly volatile capital markets.

PORTFOLIO ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 10/31/18

Bond Funds	39.3	%
Foreign Stock Funds	16.7	%
Short-Term Investments	6.8	%
Stock Funds	43.1	%
Net Other Assets and Liabilities	(5.9	)%

TOP TEN HOLDINGS AS A PERCENTAGE OF NET ASSETS AS OF 10/31/18

Madison Core Bond Fund Class Y	12.4	%
Madison Dividend Income Fund Class Y	11.5	%
Madison Investors Fund Class Y	11.4	%
Vanguard Short-Term Treasury ETF	8.9	%
State Street Navigator Securities Lending Government Money Market Portfolio, 2.16%	5.9	%
Baird Aggregate Bond Fund Institutional Shares	5.8	%
Vanguard Growth ETF	4.8	%
Vanguard Short-Term Corporate Bond ETF	4.2	%
iShares 20+ Year Treasury Bond ETF	3.9	%
Vanguard FTSE All-World ex-U.S. ETF	3.1	%

Madison Funds | Management’s Discussion of Fund Performance - Madison Conservative Allocation Fund - continued | October 31, 2018

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 80% equity investments and 20% 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.

PERFORMANCE DISCUSSION

Cumulative Performance of $10,000 Investment¹

Average Annual Total Return through October 31, 2018¹
	% Return Without Sales Charge				% Return After Sales Charge⁵
	1 Year	3 Years	5 Years	10 Years	1 Year	3 Years	5 Years	10 Years
Class A Shares²	0.06	6.82	6.32	8.99	-5.73	4.74	5.06	8.34
Class B Shares³	-0.74	6.01	5.52	8.33	-4.98	4.97	5.19	8.33
Class C Shares⁴	-0.74	6.01	5.51	0.082	-1.68	6.01	5.51	8.18
S&P 500 Index	7.35	11.52	11.34	13.24	NA	NA	NA	NA
Aggressive Allocation Fund Custom Index	1.27	7.62	6.87	10.10	NA	NA	NA	NA

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

The Madison Aggressive Allocation Fund (Class A at NAV) returned 0.06% for the one-year period, compared to its benchmark Aggressive Allocation Fund Custom Index return of 1.27%. The fund performed in-line with its peers as measured by the Morningstar Aggressive Allocation category, which returned 0.03% for the period.

After a long absence, volatility reestablished itself with authority over the past twelve months. Markets entered 2018 juiced up on fresh U.S. fiscal stimulus provided by the sweeping tax law changes and what was, at the time, a broad-based synchronized global economic expansion. However, after making a seemingly parabolic 12% advance between mid-November 2017 and late January 2018, the S&P 500 experienced an abrupt 10% nosedive in a mere two weeks. Rising U.S. interest rates and concern over an even more restrictive Federal Reserve rate hike campaign appeared to be behind the newfound market concerns. By spring it was clear that economic growth in both Europe and China was slowing and failing to meet expectations. Talk of tariffs and a potential trade war sparked even greater worries on the global stage. The U.S. equity market was able to recover throughout the summer on the back of impressive earnings growth, assisted by the corporate tax cut. However, international markets continued to decline. Emerging markets were hit especially hard by the combination of a slowing China, stronger U.S. Dollar and a general tightening in financial conditions. In late September, turbulence returned as the markets took the turn of the season to fall quite literally, and the S&P 500 proceeded to drop nearly 10% by Halloween.

As expected, the fund held up extremely well during the two larger equity declines and we believe the fund is well positioned for today’s increasingly volatile capital markets.

PORTFOLIO ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 10/31/18

Bond Funds	19.5	%
Foreign Stock Funds	23.3	%
Short-Term Investments	5.3	%
Stock Funds	56.0	%
Net Other Assets and Liabilities	(4.0	)%

TOP TEN HOLDINGS AS A PERCENTAGE OF NET ASSETS AS OF 10/31/18

Madison Investors Fund Class Y	13.5	%
Madison Dividend Income Fund Class Y	12.9	%
Madison Core Bond Fund Class Y	7.4	%
Vanguard Growth ETF	7.4	%
Vanguard Short-Term Treasury ETF	5.9	%
Vanguard FTSE All-World ex-U.S. ETF	4.5	%
State Street Navigator Securities Lending Government Money Market Portfolio, 2.19%	3.9	%
Vanguard Short-Term Corporate Bond ETF	3.5	%
Invesco Optimum Yield Diversified Commodity Strategy	3.4	%
Madison Large Cap Value Fund Class Y	3.3	%

MADISON GOVERNMENT MONEY MARKET FUND

INVESTMENT STRATEGY HIGHLIGHTS

The Madison Government Money Market Fund invests at least 99.5% of its total assets in cash, government securities, and/or repurchase agreements that are collateralized by cash or government securities, including but not limited to the Federal National Mortgage Association, Federal Home Loan Banks, Federal Home Loan Mortgage Corporate, and Federal Farm Credit Banks.

The fund is a money market fund that seeks to maintain a stable net asset value (“NAV”) of $1.00 per share. The fund’s investments must have a remaining maturity of no more than 397 days and must be high quality. The fund maintains a dollar-weighted average portfolio maturity of 60 days or less.

Madison Funds | Management’s Discussion of Fund Performance - Madison Government Money Market Fund - continued | October 31, 2018

PERFORMANCE DISCUSSION

The Madison Government Money Market Fund (Class A) returned 1.08% for the prior twelve months, compared to a 1.67% return on the fund’s 90-day U.S. Treasury Bill benchmark. The Morningstar U.S. Fund Money Market -Taxable peer group returned 1.21% for the period.

The yield on the Madison Government Money Market Fund continues to move higher in response to ongoing increases in short-term interest rates by the Federal Reserve (Fed). We expect further increases in money market yields as the Fed continues to steer a path to monetary neutrality over the next twelve months. Fundamental factors, including solid economic growth, moderately rising inflation rates and a robust employment backdrop in the U.S. are supportive of further rate increases. We continue to position the fund with a short average maturity which allows the yield on the fund to respond quickly to market developments.

PORTFOLIO ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 10/31/18

Fannie Mae	30.0	%
Federal Home Loan Bank	27.3	%
Freddie Mac	28.5	%
Short-Term Investments	4.5	%
U.S. Treasury Notes	9.5	%
Net Other Assets and Liabilities	0.2	%

MADISON TAX-FREE VIRGINIA FUND

INVESTMENT STRATEGY HIGHLIGHTS

The Madison Tax-Free Virginia Fund seeks to achieve its investment objectives 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

Cumulative Performance of $10,000 Investment¹

Average Annual Total Return through October 31, 2018¹
	% Return Without Sales Charge
	1 Year	3 Years	5 Years	10 Years
Class Y Shares⁶	-1.52	0.70	2.04	3.33
ICE Bank of America Merrill Lynch 1-22 Yr Municipal Securities Index	-0.63	1.63	2.78	4.37

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

The Madison Tax-Free Virginia Fund (Class Y) returned -1.52% for the one-year period, underperforming the ICE Bank of America Merrill Lynch 1-22 Year Municipal Securities Index, which returned -0.63%. The Morningstar Municipal Single State Intermediate peer group returned -1.03% for the period.

The fund’s relative performance was impacted by its yield curve positioning, sector allocation and quality distribution. During the period, the fund was more heavily exposed to 4-to-8 year maturities where valuations adjusted downward more severely than other parts of the yield curve as interest rates rose. Also detracting from return was the fund’s conservative exposure to less-volatile sectors and lower-rated revenue bonds as riskier bonds experienced more of a decrease in risk premiums. Additive to performance was the fund’s greater than benchmark allocation to shorter maturities and a slight yield advantage.

We believe interest rates will continue to rise until the Fed reaches the so-called natural (or normalized) rate of interest. Economists (including those at the Fed) project short-term rates are apt to rise to somewhere between 2.75% and 3.25%, but only hindsight will tell us for sure. History suggests the Treasury yield curve is likely to move higher, although its shape may flatten as short-term rates move upward at a quicker pace than long-term rates. The wildcard is inflation – low inflation may support a flat curve while unexpectedly higher inflation may justify a steeper curve. The current Administration continues to add an element of uncertainty in how interest rates may respond to global trade negotiations, deregulation and federal spending. Undoubtedly, current and forthcoming policies will in some manner impact U.S. economic growth, tax revenue and (in a few cases) municipal credit strength.

Given our outlook, we are positioning bonds with less sensitivity to changes in interest rates and prefer tax-exempt bonds with known revenue streams as opposed to annual appropriations. In addition to essential service revenue bonds, we are also partial to issuers located in economically vibrant and diverse geographic locales. Specifically, we’ve become increasingly cautious about regions most susceptible to decreased economic growth, population migration and/or business relocation. We also positioned securities structured with less call risk which should help returns in a gradually rising rate environment.

We are watching for signals that may temporarily disrupt muni valuations should the typical summer slowdown manifest. Indications of such dislocations could include heightened illiquidity, increased volatility, growing credit concerns or weaker economic conditions. Municipal creditworthiness is not a forgone conclusion as tax-exempt bonds are prone to credit impairment and default, although less-so than corporate bonds. Of concern is how much the rating spectrum of state general obligation (GO) bonds has shifted downward. In the past few years, the bottom portion of the rating range has dropped from low single-A to low triple-B. Although market valuations have adjusted slightly, many state valuations remain too rich given they face long-term fiscal challenges. This rings true within Virginia where investor demand for in-state bonds, coupled with scarcity of bonds, have kept valuations toward lofty levels. Should valuations become more attractive we are prepared to position longer maturities which offer higher all-in yields while maintaining our high quality emphasis.

PORTFOLIO ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 10/31/18

Airport	2.6	%
Development	3.3	%
Education	12.3	%
Facilities	3.1	%
General	11.5	%
General Obligation	25.2	%
Medical	6.6	%
Multifamily Housing	6.2	%
Power	4.3	%
Transportation	9.5	%
Utilities	1.6	%
Water	11.7	%
Net Other Assets and Liabilities	2.1	%

Madison Funds | Management’s Discussion of Fund Performance - Madison Tax-Free Virginia Fund - continued | October 31, 2018

TOP TEN HOLDINGS AS A PERCENTAGE OF NET ASSETS AS OF 10/31/18

Northern Virginia Transportation Authority, 5.0%, 6/1/30	4.2	%
Fairfax County Redevelopment & Housing Authority, 4.750%, 10/1/36	3.5	%
Virginia Commonwealth Transportation Board, 5.0%, 3/15/25	2.8	%
Chesterfield County Economic Development Authority, 5.0%, 5/1/23	2.7	%
Commonwealth of Virginia, 5.0%, 6/1/23	2.7	%
Virginia College Building Authority, 5.0%, 2/1/23	2.7	%
Metropolitan Washington Airports Authority Revenue, 5.0%, 10/1/43	2.6	%
County of Henrico VA Water & Sewer Revenue, 4.0%, 5/1/32	2.5	%
Hampton Roads Transportation Accountability Commission, 5.0%, 7/1/42	2.5	%
Norfolk Economic Development Authority, 5.0%, 11/1/36	2.5	%

MADISON TAX-FREE NATIONAL FUND

INVESTMENT STRATEGY HIGHLIGHTS

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

Cumulative Performance of $10,000 Investment¹

Average Annual Total Return through October 31, 2018¹
	% Return Without Sales Charge
	1 Year	3 Years	5 Years	10 Years
Class Y Shares⁶	-1.56	0.95	2.37	3.52
ICE Bank of America Merrill Lynch 1-22 Yr Municipal Securities Index	-0.63	1.63	2.78	4.37

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

The Madison Tax-Free National Fund (Class Y) returned -1.56% for the one-year period, underperforming the ICE Bank of America Merrill Lynch 1-22 Year Municipal Securities Index, which returned -0.63%. The Morningstar Muni National Long peer group returned -0.85%.

The fund’s relative performance was impacted by its yield curve positioning, sector allocation and quality distribution. During the period, the fund was more heavily exposed to 4-to-8 year maturities where valuations adjusted downward more severely than other parts of the yield curve as interest rates rose. Also detracting from return was the fund’s conservative exposure to less volatile sectors, lower-quality states and lower-rated revenue bonds as riskier bonds experienced more of a decrease in risk premiums. Additive to performance was the fund’s greater than benchmark allocation to shorter maturities and a slight yield advantage.

We believe interest rates will continue to rise until the Fed reaches the so-called natural (or normalized) rate of interest. Economists (including those at the Fed) project short-term rates are apt to rise to somewhere between 2.75% and 3.25%, but only hindsight will tell us for sure. History suggests the Treasury yield curve is likely to move higher, although its shape may flatten as short-term rates move upward at a quicker pace than long-term rates. The wildcard is inflation – low inflation may support a flat curve while unexpectedly higher inflation may justify a steeper curve. The current administration continues to add an element of uncertainty in how interest rates may respond to global trade negotiations, deregulation and federal spending. Undoubtedly, current and forthcoming policies will in some manner impact U.S. economic growth, tax revenue and (in a few cases) municipal credit strength.

Given our outlook, we are positioning bonds with less sensitivity to changes in interest rates and prefer tax-exempt bonds with known revenue streams as opposed to annual appropriations. In addition to essential service revenue bonds, we are also partial to issuers located in economically vibrant and diverse geographic locales. Specifically, we’ve become increasingly cautious about regions most susceptible to decreased economic growth, population migration and/or business relocation. We also positioned securities structured with less call risk, which should help returns in a gradually rising rate environment.

We are watching for signals that may temporarily disrupt muni valuations should the typical summer slowdown manifest. Indications of such dislocations could include heightened illiquidity, increased volatility, growing credit concerns or weaker economic conditions. Municipal creditworthiness is not a forgone conclusion as tax-exempt bonds are prone to credit impairment and default, although less-so than corporate bonds. Of concern is how much the rating spectrum of state general obligation (GO) bonds has shifted downward. In the past few years, the bottom portion of the rating range has dropped from low single-A to low triple-B. Although market valuations have adjusted slightly, many state valuations remain too rich given they face long-term fiscal challenges. Should valuations become more attractive we are prepared to position longer maturities which offer higher all-in yields while maintaining our high quality emphasis.

STATE ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 10/31/18

Alabama	1.3	%	New Jersey	5.3	%
California	0.6	%	New York	3.5	%
Colorado	2.0	%	North Carolina	4.5	%
Florida	11.2	%	Ohio	2.4	%
Georgia	3.5	%	Oklahoma	2.3	%
Hawaii	2.1	%	Pennsylvania	1.7	%
Illinois	5.0	%	South Carolina	1.1	%
Indiana	3.4	%	Tennessee	0.5	%
Iowa	3.1	%	Texas	9.9	%
Kansas	3.5	%	Utah	1.4	%
Kentucky	2.1	%	Virginia	12.7	%
Maryland	2.9	%	Washington	1.0	%
Michigan	3.6	%	Wisconsin	3.1	%
Missouri	4.2	%	Net Other Assets and Liabilities	2.1	%

TOP TEN HOLDINGS AS A PERCENTAGE OF NET ASSETS AS OF 10/31/18

City of Margate FL, General Obligation, 5.0%, 7/1/25	3.8	%
Virginia Commonwealth Transportation Board, 5.0%, 5/15/26	3.5	%
Maple School District, General Obligation, 5.0%, 4/1/24	3.1	%
City of Rockville MD, General Obligation, 5.0%, 6/1/24	2.9	%
Cook County School District No. 111, General Obligation, 5.0%, 12/1/35	2.6	%
City of Wichita KS, General Obligation, 5.0%, 12/1/24	2.5	%
Orlando Utilities Commission, 5.0%, 10/1/22	2.5	%
Cleveland-Cuyahoga County Port Authority, 5.0%, 7/1/24	2.4	%
Hampton Roads Sanitation District, 5.0%, 10/1/36	2.4	%
Western Regional Jail Authority, 5.0%, 12/1/34	2.4	%

Madison Funds | Management’s Discussion of Fund Performance - continued | October 31, 2018

MADISON HIGH QUALITY BOND FUND

INVESTMENT STRATEGY HIGHLIGHTS

The Madison High Quality Bond Fund seeks to achieve its investment objective 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.

PERFORMANCE DISCUSSION

Cumulative Performance of $10,000 Investment¹

Average Annual Total Return through October 31, 2018¹
	% Return Without Sales Charge
	1 Year	3 Years	5 Years	10 Years
Class Y Shares⁶	-1.09	0.26	0.60	2.28
Bloomberg Barclays U.S. Intermediate Govt/Credit A+ Bond Index	-1.02	0.59	1.13	2.87

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

The Madison High Quality Bond Fund (Class Y) returned -1.09% for the one-year period, slightly lagging the benchmark Bloomberg Barclays U.S. Intermediate Government/Credit A+ Bond Index, which returned -1.02%. The fund underperformed the Morningstar Short-Term Bond category peer group’s return of 0.28% over the same period.

Income has returned to U.S. fixed income markets. Income in the form of higher interest rates across the yield curve, largely absent since the financial crisis, has reached levels we haven’t seen in nearly a decade. Strong and consistent economic growth, tightening labor markets, along with methodical Federal Reserve (Fed) monetary policy normalization continue to fuel higher rates. Recent months have brought increased volatility as trade rhetoric and approaching mid-term elections dominate the newswires. As we head into the final months of 2018, we are excited by the opportunities presented by high quality fixed income markets.

Over the past 12 months, interest rates moved steadily higher, with short-term yields moving more quickly than long-term. Much of this move was attributable to the markets pricing in future Fed rate hikes. Against a backdrop of consistently strong economic growth and tight labor markets, interest rates on two-year Treasuries rose 126 basis points to end the period at 2.87% while ten-year rates rose 76 basis points to end the period at 3.14%.

Looking forward, our work suggests the case for continued growth is intact. With that growth, we expect the Fed will continue to normalize interest rates. The Fed’s estimate for growth was revised slightly higher at the September Federal Open Market Committee (FOMC) meeting from 2.8% to 3.1% for all of 2018. As Fed Chairman Powell likes to remind us, longer term projections are nebulous at best, but it is noteworthy that the Fed currently sees no signs of impending recession.

Despite continued stable growth in the domestic economy, concerns remain that slowing global growth could influence U.S companies doing business abroad. While the economy has thus far weathered the initial effects of tariffs, the full impact has likely not been fully felt. The threat of additional tariffs and prolonged protectionist policies remain a potential headwind to growth. New concerns over Italy’s defiant budget approach to European Union guidelines and concerns over some emerging market participants, while contained thus far, could bolster market volatility.

While we are more likely closer to the end of the interest cycle than the beginning, we still see economic momentum taking interest rates higher. In our view the Fed has further work to do in its effort to normalize yields at a neutral level. Our expectation is for the yield curve to shift higher, flattening further. We will continue to opportunistically position the High Quality Bond Fund, while remaining highly selective in the credits we hold. Further, we believe that positioning portfolio holdings further out the yield curve, given the upward adjustment in the yields, provides opportunities to earn meaningful income in high quality portfolios.

PORTFOLIO ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 10/31/18

Consumer Discretionary	4.4	%
Consumer Staples	1.7	%
Energy	1.7	%
Fannie Mae	4.3	%
Financials	16.0	%
Freddie Mac	4.4	%
Health Care	3.3	%
Industrials	0.6	%
Information Technology	11.5	%
Real Estate	2.0	%
Short-Term Investments	1.3	%
U.S. Treasury Notes	48.4	%
Net Other Assets and Liabilities	0.4	%

TOP TEN HOLDINGS AS A PERCENTAGE OF NET ASSETS AS OF 10/31/18

U.S. Treasury Note, 2.500%, 8/15/23	4.9	%
U.S. Treasury Note, 2.125%, 5/15/25	4.8	%
U.S. Treasury Note, 2.375%, 5/15/27	4.7	%
Freddie Mac, 2.375%, 1/13/22	4.4	%
Fannie Mae, 1.375%, 10/7/21	4.3	%
U.S. Treasury Note, 1.625%, 5/31/23	4.2	%
U.S. Treasury Note, 2.625%, 11/15/20	3.9	%
U.S. Treasury Note, 2.375%, 8/15/24	3.5	%
U.S. Treasury Note, 3.625%, 2/15/20	3.4	%
U.S. Treasury Note, 1.500%, 3/31/19	3.3	%

MADISON CORE BOND FUND

INVESTMENT STRATEGY HIGHLIGHTS

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

Madison Funds | Management’s Discussion of Fund Performance - Madison Core Bond Fund - continued | October 31, 2018

PERFORMANCE DISCUSSION

Cumulative Performance of $10,000 Investment¹

Average Annual Total Return through October 31, 2018¹
	% Return Without Sales Charge					% Return After Sales Charge⁵
	1 Year	3 Years	5 Years	10 Years	Since 4/19/13 Inception	1 Year	3 Years	Years 5	Years 10
Class A Shares²	-2.45	0.90	1.41	2.75	–	-6.82	-0.65	0.48	2.27
Class B Shares³	-3.18	0.11	0.64	2.14	–	-7.47	-1.00	0.27	2.14
Class Y Shares⁶	-2.12	1.13	1.66	3.01	–	–	–	–	–
Class R6 Shares⁷	-2.11	1.26	1.76	–	1.24	–	–	–	–
Bloomberg Barclays U.S. Aggregate Bond Index	-2.05	1.04	1.83	3.94	1.32	NA	NA	NA	NA

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

The Madison Core Bond Fund (Class Y) returned -2.12% for the one-year period, lagging the fund’s benchmark, the Bloomberg Barclays U.S. Aggregate Bond Index^®, which fell -2.05%. The fund underperformed the Morningstar Intermediate-Term Bond peer group, which returned -1.91% for the period.

The fund’s performance versus its benchmark was driven by a yield and carry advantage, strong performance within securitized products and defensive duration positioning versus the benchmark. The fund carried a yield advantage over the benchmark of 20 to 25 basis points throughout the past year. The yield advantage was a function of the fund having an overweight of 10-12% in corporate bonds versus the index and owning a small amount of high yield bonds. The fund also held 5% in taxable municipal bonds, which act as a corporate bond surrogate.

The fund’s securitized allocation significantly outperformed the Bloomberg Barclay’s U.S. Securitized Index^® over the one-year period. An overweight to fleet lease asset-backed securities (ABS) and subordinate credit card ABS both helped performance. The fund also held more fifteen and twenty-year mortgage backed securities (MBS) which outperformed thirty-year MBS on a total return basis over the trailing year.

Finally, the fund had a lower duration during the one-year period as interest rates rose significantly. Since October 2017, the two-year, ten-year and thirty-year Treasury yield rose roughly 127, 76 and 51 basis points, respectively. The fund’s duration was between 83% and 93% of the benchmark’s duration for a majority of the last year. The fund’s underweight to twenty- and thirty-year bonds produced a slight drag on performance but the overall shorter duration versus the benchmark had a much greater impact.

Looking forward, the fund will look to reduce the underweight to twenty- and thirty-year bonds if interest rates continue to rise. Inflation pressures slowly built during the third quarter of 2018, which increased term premiums for intermediate and long-term bond yields. We believe this will continue into the medium-term. Additionally, the fund will continue to reduce credit risk where opportunities arise. The credit markets are in the later stages of their cycle and the fund is actively looking for trade opportunities to sell credit risk and rotate into lower-risk sectors such as residential mortgages, commercial mortgages or asset back securities.

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.

PORTFOLIO ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 10/31/18

Asset Backed Securities	6.0	%
Collateralized Mortgage Obligations	3.1	%
Commercial Mortgage-Backed Securities	3.7	%
Corporate Notes and Bonds	36.9	%
Long Term Municipal Bonds	5.4	%
Mortgage Backed Securities	20.5	%
Short-Term Investments	2.1	%
U.S. Government and Agency Obligations	21.8	%
Net Other Assets and Liabilities	0.5	%

TOP TEN HOLDINGS AS A PERCENTAGE OF NET ASSETS AS OF 10/31/18

U.S. Treasury Note, 2.625%, 11/15/20	1.9	%
U.S. Treasury Note, 3.125%, 5/15/21	1.8	%
U.S. Treasury Note, 1.750%, 9/30/22	1.7	%
U.S. Treasury Note, 2.0%, 2/15/23	1.7	%
U.S. Treasury Bond, 6.625%, 2/15/27	1.5	%
U.S. Treasury Note, 2.125%, 3/31/24	1.4	%
County of Palm Beach FL Revenue, 5.0%, 11/1/33	1.2	%
East Baton Rouge Sewerage Commission Revenue, 6.087%, 2/1/45	1.2	%
U.S. Treasury Note, 2.250%, 11/15/25	1.2	%
FHLMC Multifamily Structured Pass Through Certificates, 2.653%, 8/25/26	1.1	%

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 BBB or better, an overall portfolio dollar weighted average maturity of 15 years or less, and an overall portfolio duration within 25% of the Bloomberg Barclays U.S. Corporate 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

Cumulative Performance of $10,000 Investment¹

Madison Funds | Management’s Discussion of Fund Performance - Madison Corporate Bond Fund - continued | October 31, 2018

Average Annual Total Return through October 31, 2018¹
	% Return Without Sales Charge
	1 Year	3 Years	5 Years	10 Years
Class Y Shares⁶	-3.11	2.03	2.33	4.85
Bloomberg Barclays U.S. Corporate Bond Index	-3.02	2.47	2.94	6.91

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

The Madison Corporate Bond Fund (Class Y) posted a -3.11% total return for the year period versus the Bloomberg Barclays U.S. Corporate Bond Index^®, which posted a -3.02% total return. The fund underperformed its peer group, the Morningstar Corporate Bond category, which posted a -2.72% total return over the one-year time period.

Versus its benchmark, the fund benefited from its shorter-than-benchmark duration positioning and underweight to thirty-year securities. Interest rates rose and corporate bond spreads widened during the time period, which caused longer-term bonds to underperform shorter-term bonds. The fund also benefited from owning high yield bonds, which significantly outperformed investment grade bonds. The fund focused heavily on the new issue market where yield premiums were more attractive than those available in the secondary market. The flattening of the Treasury curve and the fund’s slight under-yield were the main detractors from relative performance to the benchmark. Versus the peer group, the fund under-performed largely due to a smaller weighting in lower-quality high yield bonds. On a duration basis, the fund continues to have an underweight to the thirty-year part of the yield curve, as we believe overall yields and credit spreads on corporate bonds remain too low given that we are in the latter stages of the credit cycle. Despite having a significantly lower duration than the benchmark, the fund is currently only slightly under-yielding the benchmark.

PORTFOLIO ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 10/31/18

Communication Services	5.5	%
Consumer Discretionary	10.5	%
Consumer Staples	1.2	%
Energy	14.3	%
Financials	36.8	%
Health Care	5.1	%
Industrials	9.0	%
Information Technology	5.7	%
Long Term Municipal Bonds	2.1	%
Materials	3.7	%
Real Estate	3.5	%
Short-Term Investments	1.5	%
Utilities	0.4	%
Net Other Assets and Liabilities	0.7	%

TOP TEN HOLDINGS AS A PERCENTAGE OF NET ASSETS AS OF 10/31/18

Valero Energy Corp., 6.625%, 6/15/37	2.0	%
Affiliated Managers Group Inc., 4.250%, 2/15/24	1.5	%
Prudential Financial Inc., 3.500%, 5/15/24	1.5	%
JPMorgan Chase & Co., 3.125%, 1/23/25	1.4	%
Huntington National Bank/The, 3.550%, 10/6/23	1.3	%
KeyCorp, 5.100%, 3/24/21	1.3	%
Marathon Petroleum Corp., 5.125%, 3/1/21	1.3	%
Regions Financial Corp., 3.200%, 2/8/21	1.3	%
Citigroup Inc., 2.700%, 10/27/22	1.2	%
PNC Bank NA, 2.450%, 7/28/22	1.2	%

MADISON HIGH INCOME FUND

INVESTMENT STRATEGY HIGHLIGHTS

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

PERFORMANCE DISCUSSION

Cumulative Performance of $10,000 Investment¹

Average Annual Total Return through October 31, 2018¹
	% Return Without Sales Charge				% Return After Sales Charge⁵
	1 Year	3 Years	5 Years	10 Years	1 Year	3 Years	5 Years	10 Years
Class A Shares²	-1.42	4.28	3.11	7.72	-5.83	2.69	2.16	7.23
Class B Shares³	-2.25	3.50	2.33	7.09	-6.47	2.41	2.03	7.09
Class Y Shares⁶	-1.32	4.54	3.40	8.02	–	–	–	–
ICE Bank of America Merrill Lynch U.S. High Yield Constrained Index	0.86	6.65	4.69	11.20	NA	NA	NA	NA

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

Madison High Income Fund (Class A at NAV) returned -1.42% over the twelve-month period, underperforming the ICE Bank of America Merrill Lynch U.S. High Yield Constrained Index benchmark return of 0.86%. The fund underperformed the Morningstar High Yield Bond category peer group, which returned 0.13% over the same period.

The high yield market experienced its third consecutive full-year of positive total returns. We believe gains have been supported by positive fundamental and economic data, along with a favorable political backdrop, which has offset the negative impact of rising interest rates.

Within the high yield rating categories, CCC-rated bonds had the best annual total return at 3.71%, while B-rated bonds experienced a 1.65% total return and BB-rated bonds trailed at -0.90%. The outperformance by the CCC category had a negative impact on fund performance as we were underweight lower quality bonds. We intend to maintain our bias towards higher quality credit and a relatively higher cash position, particularly given the currently unattractive valuations of lower-rated high yield bonds.

On a sector level, the fund had underexposure to two of the largest sectors in high yield, Healthcare and Telecommunications, both of which substantially outpaced the overall market return. The fund also underperformed in its bond selection within the Services, Consumer Goods and Energy sectors. Partially offsetting these negatives, the fund had a positive contribution to performance from lower exposure to the Automotive, Banking and Basic Industry sectors, all of which underperformed the overall market. The fund also benefited from bond selection in the Basic Industry

Madison Funds | Management’s Discussion of Fund Performance - Madison High Income Fund - continued | October 31, 2018

and Leisure sectors. The higher cash balance over the period had an immaterial impact on overall performance.

Going forward, the fund will continue to emphasize BB-rated and B-rated corporate bonds. Given unattractive high yield bond valuations, we believe conservative positioning remains prudent as there is likely limited potential upside while the potential downside is substantial. That said, the strong economy continues to be supportive and corporate profits are likely to be relatively stable in the near-term, although the political agenda is not likely to be as much of a catalyst going forward. We expect the Federal Reserve will continue to implement interest rate hikes in upcoming quarters with the frequency of hikes depending on many factors.

Regarding our market outlook for the next year, we anticipate high yield’s total return could be flat to down modestly. Thus, we anticipate a potential decline in bond prices could more than offset the positive return generated by the coupon income. At the sector level, we enter the year with an overweight in Consumer Goods and Services. We also have a modest overweight in Media and Retail. Our largest underweighted sectors include Healthcare, Basic Industry and Telecom. Our portfolio also has roughly half the exposure to CCC-rated bonds as does the Index.

PORTFOLIO ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 10/31/18

Communication Services	4.2	%
Consumer Discretionary	18.4	%
Consumer Staples	9.2	%
Energy	17.5	%
Financials	10.0	%
Health Care	5.6	%
Industrials	16.5	%
Information Technology	0.5	%
Materials	3.8	%
Real Estate	2.0	%
Short-Term Investments	14.9	%
Utilities	3.6	%
Net Other Assets and Liabilities	(6.2	)%

TOP TEN HOLDINGS AS A PERCENTAGE OF NET ASSETS AS OF 10/31/18

State Street Navigator Securities Lending Government Money Market Portfolio, 2.16%	7.5	%
Unit Corp., 6.625%, 5/15/21	3.0	%
Rayonier AM Products Inc., 5.500%, 6/1/24	2.6	%
Outfront Media Capital LLC / Outfront Media Capital Corp., 5.625%, 2/15/24	2.5	%
Iron Mountain Inc., 5.750%, 8/15/24	2.0	%
Murphy Oil USA Inc., 5.625%, 5/1/27	2.0	%
American Midstream Partners L.P. / American Midstream Finance Corp., 9.500%, 12/15/21	1.9	%
Carrizo Oil & Gas Inc., 6.250%, 4/15/23	1.9	%
GameStop Corp., 6.750%, 3/15/21	1.7	%
Nielsen Finance LLC / Nielsen Finance Co., 5.0%, 4/15/22	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; however, under normal market conditions, the fund’s portfolio managers generally attempt to target a 40% bond and 60% stock investment allocation. Nevertheless, bonds may constitute up to 80% of the fund’s assets, stocks will constitute up to 70% of the fund’s assets, real estate securities will constitute up to 25% of the fund’s assets, foreign stocks and bonds will constitute up to 25% of the fund’s assets and money market instruments may constitute up to 25% of the fund’s assets. Although the fund is permitted in 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.

PERFORMANCE DISCUSSION

Cumulative Performance of $10,000 Investment¹

Average Annual Total Return through October 31, 2018¹
	% Return Without Sales Charge					% Return After Sales Charge⁵
	1 Year	3 Years	5 Years	10 Years	Since 7/31/12 Inception	1 Year	3 Years	5 Years	10 Years	Since 7/31/12 Inception
Class A Shares²	3.63	7.12	6.17	8.05	–	-2.32	5.03	4.91	7.41	–
Class B Shares³	2.77	6.33	5.36	7.40	–	-1.73	5.28	5.03	7.40	–
Class C Shares⁴	2.77	6.31	5.36	–	6.31	1.77	6.31	5.36	–	6.31
ICE Bank of America Merrill Lynch US Corp, Govt & Mortgage Index	-2.07	1.04	1.89	3.95	7.55	NA	NA	NA	NA	NA
S&P 500^® Index	7.35	11.52	11.34	13.24	1.38	NA	NA	NA	NA	NA
Custom Blended Index (50% Fixed 50% Equity)	2.71	6.28	6.67	8.77	13.78	NA	NA	NA	NA	NA

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

The Madison Diversified Income Fund (Class A at NAV) returned 3.63% for the one-year period, beating its blended benchmark index (50% Bank of America Merrill Lynch U.S. Corporate, Government and Mortgage Index and 50% S&P 500^® Index) which returned 2.71%. The fund beat its Morningstar Moderate Allocation category peer group, which advanced 0.15% over the last year.

The equity portion of the Madison Diversified Income Fund performed well compared to the S&P 500 Index. Sector allocation was detractive and stock selection was strong. For sector allocation, underweight positions in Technology and Consumer Discretionary adversely impacted the portfolio. In terms of stock selection, there were positive results in Industrials, Health Care, Materials, Technology, Financials and Communication Services, while there were negative results in Energy, Consumer Staples and Consumer Discretionary. In Materials, industrial gas distributor Praxair (PX) was the most additive stock in the portfolio. Within Financials, exchange operator CME Group (CME) was the best performing stock in the portfolio. In Consumer Discretionary, off-price retailer TJX Companies (TJX) contributed nicely to performance. Within Technology, internet router and software firm Cisco Systems (CSCO) outperformed the market. Another notable outperforming stock was pharmaceutical company Merck (MRK) in Health Care. On the negative side, in Energy, oilfield service firm Schlumberger (SLB) was the worst performing stock in the portfolio. Within Consumer Discretionary, cruise line operator Carnival (CCL) was the most detractive stock in the portfolio. Other notable underperforming stocks include analog semiconductor manufacturer Analog Devices (ADI) in Technology, property and casualty insurance firm Chubb (CB) in Financials, and coffee and pet food manufacturer J.M. Smucker (SJM) in Consumer Staples. The fund continues to hold all stocks mentioned above.

Madison Funds | Management’s Discussion of Fund Performance - Madison Diversified Income Fund - continued | October 31, 2018

The fixed income portion of the Madison Diversified Income Fund also performed well over the last 12 months compared to the Bank of America Merrill Lynch US Corporate, Government, and Mortgage Index. Fixed income performance was significantly aided by the fund maintaining a more conservative duration posture relative to the benchmark during a period of rising interest rates. This conservative duration positioning helped protect principal during the trailing 12 months as 10-year U.S. Treasury rates rose from 2.37% (10/31/17) to 3.14% (10/31/18). The largest detractor to performance over the period was a significant flattening in the yield curve as short-term rates rose more quickly than long-term rates.

The Madison Diversified Income Fund remains well equipped to navigate a dynamic and changing investment landscape. The fund remains positioned with high quality stocks, and a conservative maturity posture and meaningful allocation to domestic credit and mortgage sectors in bonds. The Diversified Income Fund’s approach to both interest rate risk and sector allocations risk will help to protect client principal and provide the flexibility required to take advantage of opportunities as markets adjust to higher interest rates and equity market volatility.

PORTFOLIO ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 10/31/18

Asset Backed Securities	1.9	%
Collateralized Mortgage Obligations	1.0	%
Commercial Mortgage-Backed Securities	0.9	%
Common Stocks	64.9	%
Corporate Notes and Bonds	12.4	%
Long Term Municipal Bonds	2.1	%
Mortgage Backed Securities	6.5	%
Short-Term Investments	2.6	%
U.S. Government and Agency Obligations	7.5	%
Net Other Assets and Liabilities	0.2	%

TOP TEN HOLDINGS AS A PERCENTAGE OF NET ASSETS AS OF 10/31/18

Johnson & Johnson	2.7	%
Exxon Mobil Corp.	2.6	%
Medtronic PLC	2.6	%
Linde PLC	2.5	%
Verizon Communications Inc.	2.5	%
Merck & Co. Inc.	2.4	%
Pfizer Inc.	2.2	%
Procter & Gamble Co./The	2.2	%
US Bancorp	2.0	%
Wells Fargo & Co.	2.0	%

MADISON COVERED CALL & EQUITY INCOME FUND

INVESTMENT STRATEGY HIGHLIGHTS

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

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

PERFORMANCE DISCUSSION

Cumulative Performance of $10,000 Investment¹

Average Annual Total Return through October 31, 2018¹
	% Return Without Sales Charge					% Return After Sales Charge⁵
	1 Year	3 Years	5 Years	Since 10/30/09 Inception	Since 7/31/12 Inception	1 Year	3 Years	5 Years	Since 10/30/09 Inception	Since Inception 7/31/12
Class A Shares²	3.96	4.73	4.54	6.18	–	-2.00	2.68	3.31	5.48	–
Class C Shares⁴	3.21	3.94	3.76	–	5.27	2.26	3.94	3.76	–	5.27
Class Y Shares⁶	4.29	5.02	4.81	6.43	–	–	–	–	–	–
Class R6 Shares⁷	4.37	5.14	4.95	–	6.46	–	–	–	–	–
S&P 500^® Index	7.35	11.52	11.34	13.56	13.78	NA	NA	NA	NA	NA
CBOE S&P 500
BuyWrite^® Index	3.16	6.80	7.03	7.74	7.00	NA	NA	NA	NA	NA

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

Madison Covered Call & Equity Income Fund (Class Y) returned 4.29% for the one-year period, beating the passive strategy of its covered call benchmark, The CBOE S&P 500 Buy/Write^® Index (BXM), which returned 3.16%. The fund also outperformed its Morningstar Options-Based category peer group, which returned -0.91% over the same period.

Volatility has returned to U.S. equity markets. All of 2017 was characterized by a very strong and relentless bull market which picked up steam as the year came to a close. The rally intensified in a parabolic fashion in January of 2018 until a relatively rare event occurred – the market corrected. The 10%+ correction in late January/early February was the first real hiccup in the longstanding bull market since early 2016. A subsequent rally was followed by another air pocket which retested the previous lows. Then, all seemed forgiven as the market rallied through the spring and summer months, reaching all-time highs in early September before rolling over into another 10% correction in October. Trade tensions, slowing global growth, political uncertainty and a pinch of market fatigue have seemingly weighed on investors who have become more skeptical of the market’s ability to sustain its long uptrend. As a conservative and hedged investment strategy, the fund has maintained this skepticism for quite some time and as the foundation of the bull market seems to be weakening, the conviction of our defensive focus grows stronger. Despite lagging the still positive returns of the S&P 500 over the past year, the performance gap has narrowed significantly. Importantly, the fund outperformed its primary benchmark, the CBOE S&P Buy/Write Index^® (BXM) by over 100 basis points (net of all fees and expenses).

During the period, stock selection within the fund was a very strong contributor to total performance and it came from a diverse group of holdings. A top contributor was Nordstrom as the high quality retailer rebounded from the general malaise that has threatened its weaker mall-based competitors. Technology holdings Seagate Technology and Ciena also performed very strongly, as did NRG Energy, an independent power producer, and Steel Dynamics, a diversified steel producer. Partially offsetting the strong overall stock performance was weakness in consumer driven companies that were impacted by trade tensions including Whirlpool and General Motors. On the Healthcare front, Baxter International weakened

Madison Funds | Management’s Discussion of Fund Performance - Madison Covered Call & Equity Income Fund - continued | October 31, 2018

late in the period on an unexpectedly soft quarterly earnings report and Cerner underperformed earlier in the year on uncertainty over the timing of a large contract with the Veteran’s Administration. On the Energy front, Baker Hughes has been held back due to the uncertainty surrounding the expected disposition of majority holder General Electric’s large stake.

From a sector allocation perspective, the fund’s general overweight in Materials stocks was punished by the constantly changing status of the global trade conflict. Given the uncertainty, and the resulting strength of the U.S. dollar, the sector was the worst performer within the S&P 500^® Index over the period and was the primary detractor from sector allocation. Despite the increased volatility over the course of the period, the market managed an upper single digit return and cash held during the year was a small drag on performance. Similarly, the call option overlay, while helping in market downtrends, also dampens performance during the uptrends. From an income generation perspective, the fund has continued to generate a very attractive yield which is within our expected range.

Covered call writing, as a strategy, is designed to provide a level of protection from uncertain and volatile equity markets. For the first time in many years, such an environment appears to be asserting itself and the benefits of a more defensive investment approach are being increasingly valued. We remain steadfastly committed to maintaining a very high quality equity portfolio with a high level of call option coverage in order to stay true to the purpose and objectives of your fund.

PORTFOLIO ALLOCATION AS A PERCENTAGE OF TOTAL INVESTMENTS AS OF 10/31/18

Communication Services	5.7	%
Consumer Discretionary	6.3	%
Consumer Staples	4.1	%
Energy	11.8	%
Exchange Traded Funds	4.2	%
Financials	8.7	%
Health Care	11.5	%
Industrials	2.9	%
Information Technology	14.3	%
Materials	9.8	%
Short-Term Investments	17.0	%
Utilities	3.7	%

TOP TEN HOLDINGS AS A PERCENTAGE OF NET ASSETS AS OF 10/31/18

Microsoft Corp.	3.5	%
CenturyLink Inc.	3.4	%
Alphabet Inc., Class C	3.3	%
First Data Corp.	2.9	%
Invesco DB Gold Fund	2.8	%
Baxter International Inc.	2.8	%
QUALCOMM Inc.	2.7	%
CVS Health Corp.	2.6	%
Nordstrom Inc.	2.6	%
T-Mobile U.S. Inc.	2.5	%

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 30-60 securities which generally have a dividend yield of at least the S&P 500’s average yield, a strong balance sheet, a dividend that has been maintained and likely to increase and trades at a high relative dividend yield due to issues viewed by the adviser as temporary, among other characteristics.

PERFORMANCE DISCUSSION

Cumulative Performance of $10,000 Investment¹

Average Annual Total Return through October 31, 2018¹
	% Return Without Sales Charge
	1 Year	3 Years	5 Years	10 Years
Class Y Shares⁶	7.35	11.56	9.70	11.57
S&P 500^® Index	7.35	11.52	11.34	13.24
Lipper Equity Income Funds	3.35	9.03	8.24	11.11

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

In addition to the S&P 500^® broad-based market index reflected in the above chart and table, the Lipper Equity Income Funds Index has been added because of the Fund’s focus on above average dividend yield stocks.

Madison Dividend Income Fund (Class Y) returned 7.35% for the annual period, matching its benchmark S&P 500^® Index, which advanced 7.35%. The fund outperformed its Morningstar Large Value category peer group, which returned 3.20% over the same period.

Relative to the index, sector allocation was detractive and stock selection was strong. For sector allocation, underweight positions in Technology and Consumer Discretionary adversely impacted the fund. In terms of stock selection, there were additive results in Industrials, Health Care, Materials, Technology, Financials and Communication Services, while there were detractive results in Energy, Consumer Staples and Consumer Discretionary. In Materials, industrial gas distributor Praxair (PX) was the most additive stock in the fund. Within Financials, exchange operator CME Group (CME) was the best performing stock in the fund. In Consumer Discretionary, off-price retailer TJX Companies (TJX) contributed nicely to performance. Within Technology, internet router and software firm Cisco Systems (CSCO) outperformed the market. Another notable outperforming stock was pharmaceutical company Merck (MRK) in Health Care. On the negative side, in Energy, oilfield service firm Schlumberger (SLB) was the worst performing stock in the portfolio. Within Consumer Discretionary, cruise line operator Carnival (CCL) was the most detractive stock in the portfolio. Other notable underperforming stocks include analog semiconductor manufacturer Analog Devices (ADI) in Technology, property and casualty insurance firm Chubb (CB) in Financials, and coffee and pet food manufacturer J.M. Smucker (SJM) in Consumer Staples. The fund continues to hold all stocks mentioned above.

SECTOR ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 10/31/18

Communication Services	5.0	%
Consumer Discretionary	8.8	%
Consumer Staples	12.6	%
Energy	8.5	%
Financials	14.1	%
Health Care	18.7	%
Industrials	10.9	%
Information Technology	10.4	%
Materials	3.6	%
Short-Term Investments	3.7	%
Utilities	3.7	%
Net Other Assets and Liabilities	0.0	%

Madison Funds | Management’s Discussion of Fund Performance - Madison Dividend Income Fund - continued | October 31, 2018

TOP TEN HOLDINGS AS A PERCENTAGE OF NET ASSETS AS OF 10/31/18

Johnson & Johnson	3.9	%
Exxon Mobil Corp.	3.8	%
Medtronic PLC	3.8	%
Verizon Communications Inc.	3.8	%
Linde PLC	3.6	%
Merck & Co. Inc.	3.5	%
Pfizer Inc.	3.3	%
Procter & Gamble Co./The	3.3	%
U.S. Bancorp	3.0	%
Wells Fargo & Co.	2.9	%

MADISON LARGE CAP VALUE FUND

INVESTMENT STRATEGY HIGHLIGHTS

The Madison 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 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. The fund generally holds 25-60 individual securities in its portfolio at any given time.

PERFORMANCE DISCUSSION

Cumulative Performance of $10,000 Investment¹

Average Annual Total Return through October 31, 2018¹
	% Return Without Sales Charge				% Return After Sales Charge⁵
	1 Year	3 Years	5 Years	10 Years	1 Year	3 Years	5 Years	10 Years
Class A Shares²	1.10	8.03	7.25	9.45	-4.73	5.91	5.99	8.80
Class B Shares³	0.29	7.19	6.44	8.79	-3.79	6.31	6.18	8.79
Class Y Shares⁶	1.30	8.27	7.51	9.71	–	–	–	–
Russell 1000^® Value Index	3.03	8.88	8.61	11.30	NA	NA	NA	NA

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

Madison Large Cap Value Fund (Class A at NAV) returned 1.10% for the twelve-month period, underperforming its benchmark, the Russell 1000 Value^® Index, which advanced 3.03%. The fund’s Morningstar Large Value category peer group returned 3.20% for the same period.

Relative to the index, sector allocation was detractive while stock selection was additive. For sector allocation, underweight positions in Materials and Telecommunication Services negatively impacted results, which were partially offset by an overweight position in Utilities. In terms of stock selection, there were additive results in Industrials, Utilities and Telecommunication Services, while Energy, Real Estate and Health Care detracted from relative performance. In Industrials, engineering and construction firm Jacobs Engineering (JEC) contributed nicely to results. Within Utilities, independent power producer NRG Energy (NRG) was the best performing and most additive stock in the fund, and power generation firm AES (AES) was also additive to performance. In Materials, iron ore producer Cleveland-Cliffs (CLF) was a strong performing stock, while hard disk drive manufacturer Seagate Technology (STX) was another notable outperforming stock. On the negative side, in Energy, oilfield services firm Haliburton (HAL) was the most detractive stock in the fund. Oil producer Canadian Natural Resources (CNQ) was another stock that underperformed in that sector. Within Materials, gold producer Newmont Mining (NEM) negatively impacted the fund, along with chemical and agricultural firm Dow DuPont (DWDP). Lastly, within Healthcare, medical device manufacturer Baxter International (BAX) held back results. The fund sold CNQ, HAL, NEM and STX and continues to hold the other stocks mentioned above.

SECTOR ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 10/31/18

Communication Services	6.2	%
Consumer Discretionary	4.1	%
Consumer Staples	8.0	%
Energy	13.0	%
Financials	14.4	%
Health Care	16.5	%
Industrials	5.6	%
Information Technology	4.3	%
Materials	8.6	%
Real Estate	1.6	%
Short-Term Investments	6.6	%
Utilities	14.4	%
Net Other Assets and Liabilities	(3.3	)%

TOP TEN HOLDINGS AS A PERCENTAGE OF NET ASSETS AS OF 10/31/18

AES Corp.	5.8	%
Jacobs Engineering Group Inc.	5.6	%
Archer-Daniels-Midland Co.	5.2	%
Eli Lilly & Co.	5.1	%
EOG Resources Inc.	5.0	%
CenturyLink Inc.	4.8	%
Medtronic PLC	4.8	%
JPMorgan Chase & Co.	4.7	%
NRG Energy Inc.	4.4	%
Cleveland-Cliffs Inc.	4.3	%

MADISON INVESTORS FUND

INVESTMENT STRATEGY HIGHLIGHTS

The Madison Investors Fund invests primarily in the common stocks of established, high-quality growth companies selected via bottom-up fundamental analysis. The fund typically owns 25-40 securities which have demonstrated stable revenue and earnings growth patterns, have high profitability metrics, and have maintained proportionately low levels of debt. A rigorous analytical 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 exceeded, the fundamental business prospects for the company have materially changed, or the portfolio managers find a more attractive alternative.

Madison Funds | Management’s Discussion of Fund Performance - Madison Investors Fund - continued | October 31, 2018

PERFORMANCE DISCUSSION

Cumulative Performance of $10,000 Investment¹

Average Annual Total Return through October 31, 2018¹
	% Return Without Sales Charge				% Return After Sales Charge⁵
	1 Year	3 Years	5 Years	10 Years	Since 4/19/13 Inception	1 Year	3 Years	5 Years	Since 4/19/13 Inception
Class A Shares²	8.50	12.20	11.14	–	2.24	10.01	9.83	–	10.01
Class Y Shares⁶	8.75	12.47	11.41	12.69	–	–	–	–	–
Class R6 Shares⁷	8.90	12.68	11.63	–	–	–	–	–	–
S&P 500^® Index	7.35	11.52	11.34	13.24	NA	NA	NA	NA	NA

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

The Madison Investors Fund (Class Y) returned 8.75% for the year ended, outperforming the S&P 500^® Index advance of 7.35% for the same period. The fund modestly outperformed its Morningstar Large Growth peer group, which averaged 8.58%.

The period was characterized by strong return performance for faster growing, higher valuation multiple stocks (“growth stocks”) and more modest returns for all other stocks. The fund managers found opportunities to sell and trim portfolio stocks with growth stock characteristics and to add stocks at more reasonable valuation levels. This activity led to fund turnover of over 35%, which is near the top end of the fund’s expected annual turnover range. We believe the turnover has been productive because it related to improving the risk-reward proposition of the fund.

For the year, the fund enjoyed strong returns from its holdings in the Industrial sector, which was its best performing sector. This is attributable to the fact that most of the fund’s Industrial holdings are service companies rather than cyclical, heavy-industry businesses. These Industrial service holdings posted strong sales and earnings performances over the past year. The fund also enjoyed good returns from its Specialty Retail holdings. We believe widespread pessimism in 2017 encompassing retailers perceived to be victims of Amazon.com created investment opportunities for some retail stocks that were competitively well-positioned. The retail investments the fund established during this time bore fruit in 2018.

The fund’s Financials, Consumer Staples, Materials, and Health Care holdings experienced returns that were similar to the corresponding benchmark sectors such that these sectors were roughly neutral to relative performance.

The Information Technology Sector was a strong sector for the S&P 500 over the past year. The fund’s holdings in the sector underperformed their benchmark comparison in aggregate. The portfolio managers added an Information Technology consulting stock and an analog semiconductor stock over the course of the year that we expect to contribute positively to future returns.

SECTOR ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 10/31/18

Consumer Discretionary	19.0	%
Consumer Staples	2.0	%
Financials	14.2	%
Health Care	15.6	%
Industrials	10.4	%
Information Technology	21.7	%
Materials	8.1	%
Real Estate	3.8	%
Short-Term Investments	5.2	%
Net Other Assets and Liabilities	0.0	%

TOP TEN HOLDINGS AS A PERCENTAGE OF NET ASSETS AS OF 10/31/18

Jacobs Engineering Group Inc.	5.6	%
US Bancorp	5.1	%
PPG Industries Inc.	4.8	%
Novartis AG	4.2	%
TJX Cos. Inc./The	4.1	%
Henry Schein Inc.	4.0	%
Berkshire Hathaway Inc., Class B	3.9	%
American Tower Corp.	3.8	%
Brookfield Asset Management Inc., Class A	3.7	%
Alphabet Inc., Class C	3.6	%

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 midcap 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. The fund generally holds 25-40 individual securities in its portfolio at any given time. Stocks are generally sold when target prices are reached, company fundamentals deteriorate or more attractive stocks are identified.

PERFORMANCE DISCUSSION

Cumulative Performance of $10,000 Investment¹

Average Annual Total Return through October 31, 2018¹
	% Return Without Sales Charge					% Return After Sales Charge⁵
	1 Year	3 Years	5 Years	10 Years	Since 4/19/13 Inception	1 Year	3 Years	5 Years	Since 4/19/13 Inception
Class A Shares²	8.15	9.40	8.92	–	10.38	1.95	7.28	7.63	9.21
Class B Shares³	7.21	8.53	8.09	–	9.53	2.71	7.53	7.82	9.42
Class Y Shares⁶	8.55	9.81	9.28	12.98	–	–	–	–	–
Class R6 Shares⁷	8.71	10.07	9.60	–	–	–	–	–	–
Russell Midcap^® Index	2.79	9.04	8.97	14.19	11.02	NA	NA	NA	NA

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

Madison Funds | Management’s Discussion of Fund Performance - Madison Mid Cap Fund - continued | October 31, 2018

The Madison Mid Cap Fund (Class Y) returned 8.55% for the annual period, outperforming its benchmark Russell Midcap® Index return of 2.79%. The fund outperformed its peer group, the Morningstar Mid-Cap Growth category, which returned 5.19% for the same period.

Strong stock selection helped to overcome unfavorable sector allocation during the past 12 months. The Mid Cap Fund was underweight in the three strongest sectors of the benchmark – Communication Services, Consumer Staples and Information Technology. We were also hurt by an overweighting in Materials, which was the worst performing sector. Excellent relative performances from our holdings in Industrials, Consumer Discretionary and Financials more than offset these allocation headwinds. Our top individual contributors were Copart, O’Reilly Automotive, Ross Stores, TJX Companies and CDW. Our largest detractors were Crown Holdings, Axalta Coating Systems, Mohawk Industries, Arch Capital and CarMax.

Copart is an auctioneer of salvaged cars. Copart delivered another year of healthy unit volume growth. The robust performance was driven by strength in both core domestic salvage operations and non-salvage operations. CDW is a value-added distributor selling hardware, software and services from thousands of vendors. The company is benefitting from secular growth in Information Technology spending. O’Reilly Automotive owns and operates auto parts stores. In its latest quarterly results, O’Reilly saw same-store sales growth pick up to slightly more than 4%. This level is just about in-line with O’Reilly’s historical average. The stock price has closely followed this improvement in sales. Ross Stores and TJX Companies both operate off-price retail concepts. Off-price retail has consistently taken share from department stores and specialty apparel stores due to its affordable, exciting and ever-changing assortment of merchandise.

Crown Holdings, a global can maker, surprised investors last December when they decided to lever up and acquire a transit packaging company. This news was disappointing, but valuation is now extremely cheap, the integration has gone well and the core business is growing nicely. The recent spike in oil prices has weighed on margins at Mohawk and Axalta. Both of these businesses rely heavily on petroleum-derived inputs in their manufacturing processes. This raw material inflation is largely a cyclical phenomenon. We believe Mohawk and Axalta will eventually improve profitability through price increases and productivity initiatives.

SECTOR ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 10/31/18

Consumer Discretionary	30.3	%
Consumer Staples	0.8	%
Energy	0.9	%
Financials	22.5	%
Health Care	7.3	%
Industrials	13.0	%
Information Technology	9.1	%
Materials	6.3	%
Real Estate	2.7	%
Short-Term Investments	7.5	%
Net Other Assets and Liabilities	(0.4	)%

TOP TEN HOLDINGS AS A PERCENTAGE OF NET ASSETS AS OF 10/31/18

Arch Capital Group Ltd.	5.3	%
CDW Corp.	5.3	%
Liberty Broadband Corp., Class C	4.9	%
Markel Corp.	4.6	%
Dollar Tree Inc.	4.5	%
Brown & Brown Inc.	4.0	%
Henry Schein Inc.	3.9	%
O’Reilly Automotive Inc.	3.9	%
CarMax Inc.	3.8	%
Expeditors International of Washington Inc.	3.8	%

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. Under normal circumstances, the fund will generally hold 60-90 individual securities in its portfolio at any given time.

PERFORMANCE DISCUSSION

Cumulative Performance of $10,000 Investment¹

Average Annual Total Return through October 31, 2018¹
	% Return Without Sales Charge				% Return After Sales Charge⁵
	1 Year	3 Years	5 Years	10 Years	1 Year	3 Years	5 Years	10 Years
Class A Shares²	-3.00	5.53	5.38	11.28	-8.55	3.47	4.14	10.63
Class B Shares³	-3.68	4.74	4.60	10.64	-7.70	3.68	4.27	10.64
Class Y Shares⁶	-2.73	5.78	5.64	11.54	–	–	–	–
Russell 2000^® Index	1.85	10.68	8.01	12.44	–	–	–	–
Russell 2000^® Value Index	-0.59	10.52	7.18	10.95	NA	NA	NA	NA

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

The Madison Small Cap Fund (Class Y) returned -2.73% for the twelve-month period, trailing the returns of both the Russell 2000^® Index return of 1.85% and the Russell 2000 Value^® Index return of -0.59%. The fund also lagged its Morningstar Small Blend category peer group, which returned -0.16% over the period.

Sector allocation, a residual of the bottom-up stock selection process, was the primary driver of underperformance. An overweight to Industrials and underweight to the Health Care and Consumer Discretionary sectors detracted most. Security selection contributed modestly during the period as strong selection in the Industrials and Materials sectors aided performance. Weaker selection in Information Technology, Real Estate, and Consumer Staples partially offset positive selection.

The fund’s top detractors from relative performance during the period included Belden, a provider of signal transmission solutions for customers in enterprise and industrial end-markets; Mueller Industries, a manufacturer of water supply infrastructure products; and Diebold Nixdorf, a global provider of ATMs, point-

Madison Funds | Management’s Discussion of Fund Performance - Madison Small Cap Fund - continued | October 31, 2018

of-sale (POS) and self-checkout systems. We eliminated our position in Diebold Nixdorf during the period after the shares experienced a significant decline when the company announced another disappointing quarter and outlook. The fund’s top contributors to relative performance during the period included FTI Consulting, a business advisory firm; Luxfer Holdings, a manufacturer of high-pressure cylinders and specialty materials; and Haemonetics, a global provider of blood and plasma supplies and services. We eliminated our position in Haemonetics during the period as the company neared our price target.

The fund’s investment approach emphasizes individual stock selection; sector weights are a residual of the bottom-up investment process. The manager does, however, carefully consider diversification across economic sectors seeking to limit risk. During the period we initiated new positions including Union Bankshares (Financials), Physicians Realty Trust (Real Estate), Alexander & Baldwin (Real Estate), and American Woodmark (Industrials). We eliminated Hancock Whitney (Financials), Haemonetics (Health Care) and Education Realty Trust (Real Estate). As of the end of the period, the fund was most overweight in the Industrials and Materials sectors, and most underweight in the Health Care and Information Technology sectors, relative to the Russell 2000 Index. Based on our long-term time horizon, we continue to find opportunities created by the inefficiencies frequently found among small cap companies.

SECTOR ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 10/31/18

Consumer Discretionary	5.3	%
Consumer Staples	3.0	%
Energy	4.7	%
Financials	20.0	%
Health Care	4.3	%
Industrials†	33.7	%
Information Technology	6.8	%
Materials	8.1	%
Real Estate	9.9	%
Short-Term Investments	4.5	%
Utilities	1.6	%
Net Other Assets and Liabilities	(1.9	)%

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

TOP TEN HOLDINGS AS A PERCENTAGE OF NET ASSETS AS OF 10/31/18

TriMas Corp.	3.1	%
First Midwest Bancorp Inc.	2.6	%
Belden Inc.	2.5	%
WNS Holdings Ltd.	2.4	%
MB Financial Inc.	2.3	%
ESCO Technologies Inc.	2.2	%
Mueller Industries Inc.	2.2	%
Northwest Bancshares Inc.	2.2	%
Sensient Technologies Corp.	2.1	%
Orion Engineered Carbons S.A.	2.0	%

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 they believe 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 the portfolio managers believe that income bearing securities have greater capital appreciation potential than equity securities. The fund usually holds securities of issuers located in at least three countries other than the U.S. and generally holds 60-80 individual securities in its portfolio at any given time.

PERFORMANCE DISCUSSION

Cumulative Performance of $10,000 Investment¹

Average Annual Total Return through October 31, 2018¹
	% Return Without Sales Charge				% Return After Sales Charge⁵
	1 Year	3 Years	5 Years	10 Years	1 Year	3 Years	5 Years	10 Years
Class A Shares²	-6.94	0.79	0.86	6.19	-12.26	-1.17	-0.33	5.56
Class B Shares³	-7.65	0.03	0.09	5.55	-11.80	-1.14	-0.30	5.55
Class Y Shares⁶	-6.72	1.05	1.11	6.46	–	–	–	–
MSCI EAFE Index (net)	-6.85	3.62	2.02	6.89	NA	NA	NA	NA

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

The Madison International Stock Fund (Class A at NAV) returned -6.94% for the twelve-month period, slightly lagging the -6.85% return of its benchmark MSCI EAFE Index (net). The fund outperformed the Morningstar Foreign Large Blend category peer group’s return of -8.17% over the same span.

Stock selection in the Consumer Discretionary sector helped relative returns during the period as shares of Don Quijote, a Japanese discount retailer that focuses on lower gross margin household items to drive store traffic, performed well. The conversion of their recent acquisition, FamilyMart Uny supermarkets, has been progressing well, driving earnings higher. In October, the stock rose almost 20% after announcing another significant transaction with Family Mart. This involves Don Quijote taking full control of the struggling Uny chain of stores, while Family Mart will tender for 20% of Don Quijote shares in the market. Stock selection and a lower-than-benchmark weight in the Financial sector was also beneficial to relative returns. Aon, a UK-based global insurance broker, rose 10% during the period. Our thesis of accelerating organic growth, improving margins and free cash flow conversion due to their innovation and scale, continues to play out at this global insurance broker. Elsewhere, stock selection in the Health Care sector helped relative returns. Shares of UK-based specialty pharmaceutical company Shire continued to perform well as a result of the proposed acquisition by Takeda Pharmaceuticals. The share price continues to trade near the deal price as the arbitrage spread between the two companies continues to narrow. Lastly, the portfolio’s greater-than-benchmark weight to the outperforming Energy sector positively contributed to performance.

In contrast, the portfolio’s holdings in Emerging Markets hurt relative returns. Turkcell, the largest mobile and fixed line data provider in Turkey, with 70 million subscribers in nine countries, declined over 50% during the period. We exited our position due to macroeconomic challenges continuing to negatively impact the stock as the Turkish lira declined further amid the tense political environment, which we consider unlikely to be resolved in the short-term. Another stock that hurt relative performance was Cielo, a leading credit card acquirer in Brazil where card penetration remains low, thereby allowing for long-term secular growth. The company had been hurt by macro headwinds affecting the Brazilian equity

Madison Funds | Management’s Discussion of Fund Performance - Madison International Stock Fund - continued | October 31, 2018

market. Concerns over the 2018 presidential election, along with fears that the Brazilian economic recovery remains lackluster, were amplified by the weakening of the Brazilian amidst U.S. dollar strength and the general emerging markets equity selloff. We believe credit card penetration will continue to structurally expand, the payments business is sticky and challenging for competitors to disrupt and we have seen card volumes more recently improve. Lastly, the fund’s lower-than-benchmark weight in Japan hurt relative returns. However, positive stock selection within Japan significantly contributed to performance and exceeded the negative attribution from out underweight position in the country.

Overall, the portfolio team remains confident that, by continuing to focus on stock selection, and seeking to find stocks with sustainably high or improving returns trading at attractive valuations, the strong long-term track record of the funds will continue.

GEOGRAPHICAL ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 10/31/18

United Kingdom	21.7	%
Japan	13.5	%
France	10.5	%
United States	10.5	%
Switzerland	7.2	%
Canada	6.2	%
Ireland	5.3	%
Germany	4.5	%
Netherlands	3.0	%
Sweden	2.9	%
Norway	2.8	%
Finland	2.7	%
Singapore	2.1	%
Australia	1.7	%
Spain	1.5	%
Belgium	1.3	%
Denmark	1.3	%
India	1.2	%
Taiwan	1.1	%
Brazil	0.9	%
Luxembourg	0.9	%
Israel	0.7	%
Hong Kong	0.4	%
Other Net Assets	(3.9	)%

SECTOR ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 10/31/18

Communication Services	6.8	%
Consumer Discretionary	12.8	%
Consumer Staples	8.9	%
Energy	7.6	%
Financials	18.6	%
Health Care	8.9	%
Industrials	14.7	%
Information Technology	7.5	%
Materials	3.7	%
Real Estate	2.3	%
Short-Term Investments	10.6	%
Utilities	1.5	%
Net Other Assets and Liabilities	(3.9	)%

TOP TEN HOLDINGS AS A PERCENTAGE OF NET ASSETS AS OF 10/31/18

State Street Navigator Securities Lending Government Money Market Portfolio, 2.19%	4.3%
Novartis AG	3.9%
Royal Dutch Shell PLC	3.4%
Prudential PLC	3.1%
Don Quijote Holdings Co. Ltd.	2.8%
SAP SE	2.8%
Aon PLC	2.6%
Medtronic PLC	2.6%
Daiwa House Industry Co. Ltd.	2.3%
Ferguson PLC	2.2%

Madison Funds | Management’s Discussion of Fund Performance - concluded | October 31, 2018

Notes to Management’s Discussion of Fund Performance

NA Not Applicable.

¹		Fund returns are calculated after fund expenses have been subtracted and assume that dividends and capital gains are reinvested in additional shares of the fund. Returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Investment return and principal value will fluctuate, so an investor’s shares, when redeemed, may be worth more or less than original cost. Further information relating to the fund’s performance is contained in the prospectus and elsewhere in this report. The fund’s past performance is not indicative of future performance. Current performance may be lower or higher than the performance data cited. For fund performance data current to the most recent month-end, please call 1-800-877-6089 or visit www.madisonfunds.com. Indices are unmanaged and investors cannot invest in them directly. Index returns do not reflect sales charges, fees or expenses.
²		Maximum sales charge is 5.75% for class A shares for the Conservative, Moderate and Aggressive Allocation Funds and the Diversified Income, Equity Income, Large Cap Value, Investors, Mid Cap, Small Cap and International Stock Funds. The maximum sales charge is 4.50% for the Core Bond and High Income Fund class A shares.
³		Maximum contingent deferred sales charge (CDSC) is 4.50% for class B shares, which is reduced after 12 months and eliminated after six years.
⁴		Maximum contingent deferred sales charge (CDSC) is 1% for class C shares, which is eliminated after one year.
⁵		Assumes maximum applicable sales charge.
⁶		Class Y shares are only available for purchase by Madison Funds and other affiliated asset allocation funds, in managed account programs, and to certain other investors as described in the current prospectus.
⁷		Class R6 shares are generally only available for purchase by retirement plan investors and certain other institutional investors.

BENCHMARK DESCRIPTIONS

Allocation Fund Indexes*

The Conservative Allocation Fund Custom Index consists of 65% Bloomberg Barclays US Aggregate Bond Index, 24.5% Russell 3000^® Index and 10.5% MSCI ACWI ex-US Index. See market index descriptions below.

The Moderate Allocation Fund Custom Index consists of 42% Russell 3000^® Index, 40% Bloomberg Barclays US Aggregate Bond Index and 18% MSCI ACWI ex-US Index. See market index descriptions below.

The Aggressive Allocation Fund Custom Index consists of 56% Russell 3000^® Index, 24% MSCI ACWI ex-US Index and 20% Bloomberg Barclays US Aggregate Bond Index. See market index descriptions below.

Hybrid Fund Indexes*

The Custom Blended Index consists of 50% S&P 500^® Index and 50% ICE 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 ICE Bank of America Merrill Lynch 1-22 Year U.S. Municipal Securities Index tracks the performance of U.S. dollar denominated investment grade tax-exempt debt publicly issued by U.S. states and territories, their political subdivisions, in the U.S. domestic market, with a remaining term to final maturity less than 22 years.

The ICE 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 ICE Bank of America Merrill Lynch U.S. High Yield 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 Bloomberg Barclays U.S. Corporate Bond Index measures the investment grade, fixed-rate, taxable corporate bond market. It includes USD denominated securities publicly issued by U.S. financial issuers.

The Bloomberg 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 Bloomberg 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 Lipper Equity Income Funds Index tracks the performance of funds that, by prospectus language and portfolio practice, seek relatively high current income and growth of income by investing at least 65% of their portfolio weight in dividend-paying equity securities. The Index is composed of the 30 largest funds by asset size in the Lipper investment objective category.

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

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

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

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

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

© 2018 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.

Madison Funds | October 31, 2018

Madison Conservative Allocation Fund Portfolio of Investments

	Shares	Value (Note 2)

INVESTMENT COMPANIES- 98.5%

Bond Funds - 63.8%
Baird Aggregate Bond Fund Institutional Shares	434,377	$	4,500,148
iShares 20+ Year Treasury Bond ETF	26,789		3,042,695
iShares TIPS Bond Fund ETF	40,557		4,414,224
Madison Core Bond Fund Class Y (A)	1,370,015		13,042,539
Madison Corporate Bond Fund Class Y (A)	446,801		4,856,723
Vanguard Short-Term Corporate Bond ETF	45,941		3,580,182
Vanguard Short-Term Treasury ETF	125,555		7,498,145
Virtus Seix Floating Rate High Income Fund, Class R6	306,534		2,651,517
			43,586,173
Foreign Stock Funds - 9.2%
iShares MSCI Eurozone ETF	18,311		684,282
iShares MSCI Japan ETF (B)	12,456		683,087
iShares MSCI United Kingdom ETF (B)	10,781		342,944
SPDR S&P Emerging Asia Pacific ETF	5,995		526,541
Vanguard FTSE All-World ex-U.S. ETF	30,020		1,432,855
Vanguard FTSE Emerging Markets ETF	16,784		635,442
Vanguard FTSE Europe ETF (B)	18,569		961,503
WisdomTree Japan Hedged Equity Fund (B)	12,972		682,197
Xtrackers MSCI EAFE Hedged Equity ETF	11,033		333,859
			6,282,710

Stock Funds - 25.5%
Energy Select Sector SPDR Fund	2,885		193,756
Invesco Optimum Yield Diversified Commodity Strategy (B)	55,489		984,375
iShares Core S&P Mid-Cap ETF	3,687		671,218
iShares MSCI USA Minimum Volatility ETF	31,376		1,717,208
Madison Dividend Income Fund Class Y (A)	176,622		4,770,573
Madison Investors Fund Class Y (A)	202,188		4,836,327
Madison Mid Cap Fund Class Y (A)	33,728		345,040
Vanguard Consumer Staples ETF	5,038		717,915
Vanguard Growth ETF	20,618		3,019,300
Vanguard Information Technology ETF	920		170,559

			17,426,271


Total Investment Companies
(Cost $67,228,929)			67,295,154

SHORT-TERM INVESTMENTS - 3.4%
State Street Institutional U.S. Government Money Market Fund, 2.09%, Premier Class (D)	740,659		740,659
State Street Navigator Securities Lending Government Money Market Portfolio, 2.19% (C) (D)	1,561,888		1,561,888

Total Short-Term Investments
(Cost $2,302,547)			2,302,547


TOTAL INVESTMENTS - 101.9% (Cost $69,531,476**)			69,597,701
NET OTHER ASSETS AND LIABILITIES - (1.9%)			(1,301,046	)

TOTAL NET ASSETS - 100.0%		$	68,296,655

**		Aggregate cost for Federal tax purposes was $69,579,321.
(A)		Affiliated Company (see Note 12).
(B)		All or a portion of these securities, with an aggregate fair value of $2,935,496, are on loan as part of a securities lending program. See footnote (C) and Note 9 for details on the securities lending program.
(C)		Represents investments of cash collateral received in connection with securities lending.
(D)		7-day yield.
ETF		Exchange Traded Fund.

Madison Moderate Allocation Fund Portfolio of Investments

	Shares	Value (Note 2)

INVESTMENT COMPANIES- 99.1%

Bond Funds - 39.3%
Baird Aggregate Bond Fund Institutional Shares	758,766	$	7,860,816
iShares 20+ Year Treasury Bond ETF	46,912		5,328,265
iShares TIPS Bond Fund ETF	24,585		2,675,831
Madison Core Bond Fund Class Y (A)	1,761,302		16,767,597
Vanguard Short-Term Corporate Bond ETF	73,267		5,709,697
Vanguard Short-Term Treasury ETF	202,378		12,086,014
Virtus Seix Floating Rate High Income Fund, Class R6	311,530		2,694,732

			53,122,952

Foreign Stock Funds - 16.7%
iShares MSCI Eurozone ETF	81,799		3,056,829
iShares MSCI Japan ETF	43,097		2,363,439
iShares MSCI United Kingdom ETF (B)	32,107		1,021,324
SPDR S&P Emerging Asia Pacific ETF (B)	22,012		1,933,314
Vanguard FTSE All World ex-U.S. Small-Cap ETF (B)	3,350		337,747
Vanguard FTSE All-World ex-U.S. ETF	88,678		4,232,601
Vanguard FTSE Emerging Markets ETF	67,110		2,540,785
Vanguard FTSE Europe ETF (B)	65,876		3,411,059
WisdomTree Japan Hedged Equity Fund (B)	44,882		2,360,344
Xtrackers MSCI EAFE Hedged Equity ETF	44,227		1,338,309

			22,595,751
Stock Funds - 43.1%
Energy Select Sector SPDR Fund	9,595		644,400
Invesco Optimum Yield Diversified Commodity Strategy (B)	182,876		3,244,220
iShares Core S&P Mid-Cap ETF	7,308		1,330,421
iShares MSCI USA Minimum Volatility ETF	67,993		3,721,257
Madison Dividend Income Fund Class Y (A)	574,784		15,524,910
Madison Investors Fund Class Y (A)	646,942		15,474,848
Madison Large Cap Value Fund Class Y (A)	218,307		3,086,868
Madison Mid Cap Fund Class Y (A)	320,482		3,278,532
Vanguard Consumer Staples ETF (B)	17,544		2,500,020
Vanguard Growth ETF	44,439		6,507,647
Vanguard Health Care ETF	6,069		1,010,671
Vanguard Information Technology ETF	10,915		2,023,532

			58,347,326

Total Investment Companies
(Cost $128,811,399)			134,066,029

SHORT-TERM INVESTMENTS - 6.8%
State Street Institutional U.S. Government Money Market Fund, 2.09%, Premier Class (D)	1,254,123		1,254,123
State Street Navigator Securities Lending Government Money Market Portfolio, 2.19% (C) (D)	7,990,081		7,990,081

Total Short-Term Investments
(Cost $9,244,204)			9,244,204


TOTAL INVESTMENTS - 105.9%
(Cost $138,055,603)**			143,310,233
NET OTHER ASSETS AND LIABILITIES - (5.9%)			(8,032,424	)

TOTAL NET ASSETS - 100.0%		$	135,277,809

**		Aggregate cost for Federal tax purposes was $138,254,083.
(A)		Affiliated Company (see Note 12).
(B)		All or a portion of these securities, with an aggregate fair value of $9,331,474, are on loan as part of a securities lending program. See footnote (C) and Note 9 for details on the securities lending program.
(C)		Represents investments of cash collateral received in connection with securities lending.
(D)		7-day yield.
ETF		Exchange Traded Fund.

Madison Funds | October 31, 2018

Madison Aggressive Allocation Fund Portfolio of Investments

	Shares	Value (Note 2)

INVESTMENT COMPANIES - 98.8%

Bond Funds - 19.5%
iShares 20+ Year Treasury Bond ETF	14,799	$	1,680,870
Madison Core Bond Fund Class Y (A)	475,590		4,527,616
Vanguard Short-Term Corporate Bond ETF	27,330		2,129,827
Vanguard Short-Term Treasury ETF	61,066		3,646,862

			11,985,175

Foreign Stock Funds - 23.3%
iShares MSCI Eurozone ETF	45,411		1,697,009
iShares MSCI Japan ETF (B)	25,147		1,379,061
iShares MSCI United Kingdom ETF (B)	19,444		618,514
SPDR S&P Emerging Asia Pacific ETF	14,018		1,231,201
Vanguard FTSE All World ex-U.S. Small-Cap ETF (B)	9,122		919,680
Vanguard FTSE All-World ex-U.S. ETF	57,344		2,737,029
Vanguard FTSE Emerging Markets ETF	42,666		1,615,335
Vanguard FTSE Europe ETF (B)	34,482		1,785,478
WisdomTree Japan Hedged Equity Fund (B)	26,189		1,377,280
Xtrackers MSCI EAFE Hedged Equity ETF	30,731		929,920

			14,290,507

Stock Funds - 56.0%
Energy Select Sector SPDR Fund	6,198		416,258
Invesco Optimum Yield Diversified Commodity Strategy	119,038		2,111,734
iShares Core S&P Mid-Cap ETF	6,665		1,213,363
iShares MSCI USA Minimum Volatility ETF	36,304		1,986,918
Madison Dividend Income Fund Class Y (A)	293,511		7,927,720
Madison Investors Fund Class Y (A)	346,371		8,285,191
Madison Large Cap Value Fund Class Y (A)	144,535		2,043,720
Madison Mid Cap Fund Class Y (A)	189,158		1,935,088
Vanguard Consumer Staples ETF	9,982		1,422,435
Vanguard Growth ETF	31,004		4,540,226
Vanguard Health Care ETF	4,591		764,539
Vanguard Information Technology ETF (B)	9,082		1,683,712

			34,330,904

Total Investment Companies
(Cost $56,659,716 )			60,606,586

SHORT-TERM INVESTMENTS - 5.3%
State Street Institutional U.S. Government Money Market Fund, 2.09%, Premier Class (D)	825,563		825,563
State Street Navigator Securities Lending Government Money Market Portfolio, 2.19% (C) (D)	2,409,067		2,409,067

Total Short-Term Investments

(Cost $3,234,630)			3,234,630


TOTAL INVESTMENTS - 104.0% (Cost $59,894,346**)			63,841,216
NET OTHER ASSETS AND LIABILITIES - (4.0%)			(2,469,349	)

TOTAL NET ASSETS - 100.0%		$	61,371,867

**		Aggregate cost for Federal tax purposes was $59,926,893.
(A)		Affiliated Company (see Note 12).
(B)		All or a portion of these securities, with an aggregate fair value of $5,690,361, are on loan as part of a securities lending program. See footnote (C) and Note 9 for details on the securities lending program.
(C)		Represents investments of cash collateral received in connection with securities lending
(D)		7-day yield.
ETF		Exchange Traded Fund.

Madison Government Money Market Fund Portfolio of Investments

		Par Value	Value (Note 2)

U.S. GOVERNMENT AND AGENCY OBLIGATIONS - 95.3%

Fannie Mae - 30.0%
2.226%, 12/24/18 (A)	$	500,000	$	498,392
2.251%, 1/3/19 (A)		340,000		338,685
2.078%, 11/16/18 (A)		210,000		209,821
2.128%, 11/26/18 (A)		450,000		449,347
2.128%, 11/29/18 (A)		600,000		599,025
2.139%, 12/5/18 (A)		110,000		109,782
2.159%, 12/11/18 (A)		340,000		339,199
2.154%, 12/13/18 (A)		690,000		688,297
2.190%, 12/18/18 (A)		260,000		259,270
2.190%, 12/21/18 (A)		670,000		667,999
2.315%, 1/16/19 (A)		270,000		268,706

				4,428,523

Federal Home Loan Bank - 27.3%
1.997%, 11/1/18		100,000		100,000
2.051%, 11/6/18 (A)		600,000		599,833
2.077%, 11/7/18 (A)		150,000		149,949
2.094%, 11/14/18 (A)		350,000		349,740
2.061%, 11/20/18 (A)		875,000		874,067
2.125%, 11/23/18 (A)		200,000		199,745
2.135%, 11/28/18 (A)		400,000		399,372
2.141%, 12/7/18 (A)		500,000		498,950
2.273%, 1/4/19 (A)		200,000		199,207
2.336%, 1/23/19 (A)		400,000		397,888
2.346%, 1/29/19 (A)		265,000		263,493

				4,032,244

Freddie Mac - 28.5%
2.285%, 1/25/19 (A)		725,000		721,166
2.096%, 12/4/18 (A)		400,000		399,247
2.133%, 12/20/18 (A)		600,000		598,293
2.148%, 12/26/18 (A)		230,000		229,260
2.173%, 1/2/19 (A)		900,000		896,699
2.212%, 1/8/19 (A)		725,000		722,028
2.213%, 1/10/19 (A)		650,000		647,257

				4,213,950

U.S. Treasury Notes - 9.5%
1.250%, 11/15/18 (A)		360,000		359,892
1.250%, 12/15/18 (A)		250,000		249,747
1.125%, 1/15/19 (A)		690,000		688,418
0.750%, 2/15/19 (A)		100,000		99,549

				1,397,606

Total U.S. Government and Agency Obligations (Cost $14,072,323)				14,072,323

SHORT-TERM INVESTMENTS - 4.5%
State Street Institutional U.S. Government Money Market Fund, 2.09%, Premier Class (B)		668,855		668,855


Total Short-Term Investments
(Cost $668,855)				668,855


TOTAL INVESTMENTS - 99.8% (Cost $14,741,178**)				14,741,178
NET OTHER ASSETS AND LIABILITIES - 0.2%				33,093

TOTAL NET ASSETS - 100.0%			$	14,774,271

**		Aggregate cost for Federal tax purposes was $14,741,178.
(A)		Rate noted represents annualized yield at time of purchase.
(B)		7-day yield.

See accompanying Notes to Financial Statements.
		21

Madison Funds | October 31, 2018

Madison Tax-Free Virginia Fund Portfolio of Investments

		Par Value	Value (Note 2)

MUNICIPAL BONDS - 97.9%

Airport - 2.6%
Metropolitan Washington Airports Authority Revenue, Series A, AMT, 5%, 10/1/43	$	500,000	$	545,705


Development - 3.3%
Fairfax County Economic Development Authority, Series A, 5%, 10/1/26		150,000		169,437
Norfolk Economic Development Authority, 5%, 11/1/29		480,000		519,106

				688,543

Education - 12.3%
Henrico County Economic Development Authority, 4%, 4/15/42		220,000		216,702
Roanoke County Economic Development Authority, Series A, 5%, 9/1/30		400,000		439,740
Virginia College Building Authority, Series E, 5%, 2/1/23		500,000		554,095
Virginia College Building Authority, Series A, (Prerefunded 2/1/19 @ $100), 5%, 2/1/29		375,000		377,932
Virginia Commonwealth University, Series A, 5%, 5/1/26		385,000		423,461
Virginia Public School Authority, (ST AID WITHHLDG), 3%, 2/1/30		305,000		289,195
Virginia Resources Authority, (MORAL OBLG), 4%, 11/1/32		250,000		262,533

				2,563,658

Facilities - 3.1%
New River Valley Regional Jail Authority, 5%, 10/1/25		100,000		113,605
Stafford County & Staunton Industrial Development Authority, Series B, (NATL-RE), 4.5%, 8/1/25		35,000		35,032
Western Regional Jail Authority, 3.125%, 12/1/29		500,000		485,580

				634,217

General - 11.5%
Fairfax County Economic Development Authority, 4.25%, 8/1/29		340,000		347,286
Loudoun County Economic Development Authority Revenue, 3%, 12/1/29		535,000		515,173
Northern Virginia Transportation Authority, 5%, 6/1/30		780,000		874,918
Virginia Beach Development Authority, Series A, 3.5%, 5/1/30		250,000		250,373
Virginia Resources Authority, 5%, 11/1/30		250,000		290,025
Virginia Resources Authority, Series C, 4%, 11/1/34		125,000		129,415

				2,407,190

General Obligation - 25.2%
City of Alexandria VA, 5%, 7/15/27		150,000		174,750
City of Alexandria VA, Series A, (ST AID WITHHLDG), 5%, 7/15/28		100,000		117,305
City of Danville VA, Series A, (ST AID WITHHLDG), 5%, 8/1/23		190,000		212,124
City of Fredericksburg VA, Series A, 3.625%, 7/15/30		400,000		401,396
City of Hampton VA, Series A, 5%, 1/15/21		250,000		251,550
City of Manassas VA, (ST AID WITHHLDG), 3%, 7/1/27		500,000		505,120
City of Poquoson VA, (ST AID WITHHLDG), 4%, 2/15/29		425,000		459,926
City of Portsmouth VA, Series A, (ST AID WITHHLDG), 5%, 2/1/31		75,000		82,445
City of Richmond VA, Series C, (ST AID WITHHLDG), 5%, 7/15/22		100,000		104,686
City of Roanoke VA, Series A, (Prerefunded 2/1/20 @ $100), (ST AID WITHHLDG), 5%, 2/1/25		230,000		238,190
City of Virginia Beach VA, Series A, 4%, 8/1/22		300,000		318,978
Commonwealth of Virginia, Series A, 5%, 6/1/23		500,000		559,055
Commonwealth of Virginia, Series B (Prerefunded 6/1/19 @ $100), 5%, 6/1/27		150,000		152,661
County of Arlington VA, Series B, (ST AID WITHHLDG), 5%, 8/15/27		175,000		198,728
County of Fairfax VA, Series B, (ST AID WITHHLDG), 4%, 10/1/22		250,000		266,300
County of Fairfax VA, Series A, (ST AID WITHHLDG), 5%, 10/1/26		410,000		481,246
County of Henrico VA, 5%, 7/15/25		150,000		157,029
County of Prince William VA, (ST AID WITHHLDG), 5%, 8/1/21		105,000		112,967
County of Spotsylvania VA, (ST AID WITHHLDG), 5%, 1/15/24		200,000		225,806
Town of Leesburg VA, (ST AID WITHHLDG), 5%, 1/15/25		90,000		103,241
Town of Leesburg VA, Series A (Prerefunded 1/15/21 @ $100), 5%, 1/15/41		135,000		143,350

				5,266,853

Medical - 6.6%
Lynchburg Economic Development Authority, Series A, (Central Health), 4%, 1/1/47		260,000		252,704
Norfolk Economic Development Authority, Series B, 5%, 11/1/36		480,000		520,618
Stafford County Economic Development Authority Revenue, 5%, 6/15/25		260,000		288,527
Virginia Small Business Financing Authority, 5%, 11/1/40		300,000		311,448

				1,373,297

Multifamily Housing - 6.2%
Fairfax County Redevelopment & Housing Authority, 4.75%, 10/1/36		725,000		739,899
Fairfax County Redevelopment & Housing Authority, 5%, 10/1/39		300,000		307,305
Virginia Housing Development Authority, Series E, 4.8%, 10/1/39		250,000		252,055

				1,299,259

Power - 4.3%
Chesterfield County Economic Development Authority, Series A, 5%, 5/1/23		565,000		572,469
Puerto Rico Electric Power Authority, Series V, (BHAC-CR, MBIA-RE, FGIC), 5.25%, 7/1/24		290,000		323,423

				895,892

Transportation - 9.5%
Hampton Roads Transportation Accountability Commission, Series A, 5%, 7/1/42		470,000		526,799
Puerto Rico Highways & Transportation Authority, Series N, (ASSURED GTY), 5.25%, 7/1/34		100,000		110,981
Richmond Metropolitan Authority, (NATL-RE), 5.25%, 7/15/22		115,000		120,752
Richmond Metropolitan Authority, (Escrowed To Maturity) (NATL-RE), 5.25%, 7/15/22		50,000		52,817
Virginia Commonwealth Transportation Board, Series A, (Prerefunded 3/15/22 @ $100), 5%, 9/15/24		225,000		245,500
Virginia Commonwealth Transportation Board, Series B, (Prerefunded 9/15/22 @ $100), 5%, 3/15/25		535,000		589,426
Virginia Commonwealth Transportation Board, 5%, 9/15/27		200,000		234,854
Virginia Port Authority Revenue, Series B, 5%, 7/1/21		100,000		106,401

				1,987,530

Utilities - 1.6%
City of Richmond VA Public Utility Revenue, Series A, 5%, 1/15/38		300,000		326,109


Water - 11.7%
County of Henrico VA Water & Sewer Revenue, 4%, 5/1/32		500,000		532,115
Fairfax County Water Authority, Series B, 5.25%, 4/1/23		180,000		202,646
Fairfax County Water Authority, 5%, 4/1/27		150,000		163,325
Hampton Roads Sanitation District, Series A, 5%, 10/1/35		410,000		463,776
Hampton Roads Sanitation District, Series A, 5%, 10/1/36		250,000		281,350
Prince William County Service Authority, 5%, 7/1/22		250,000		275,152
Upper Occoquan Sewage Authority, Series A, (NATL-RE), 5.15%, 7/1/20		215,000		221,895
Virginia Resources Authority, Series B, (MORAL OBLG), 5%, 11/1/23		120,000		129,404
Virginia Resources Authority, (Prerefunded 10/1/19 @ $100), (ST AID WITHHLDG), 4.5%, 10/1/28		160,000		163,675

				2,433,338


TOTAL INVESTMENTS - 97.9% (Cost $20,552,263**)				20,421,591
NET OTHER ASSETS AND LIABILITIES - 2.1%				446,872

TOTAL NET ASSETS - 100.0%			$	20,868,463

Aggregate cost for Federal tax purposes was $20,552,263.

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.

See accompanying Notes to Financial Statements.
22

Madison Funds | October 31, 2018

Madison Tax-Free National Fund Portfolio of Investments

		Par Value	Value (Note 2)


MUNICIPAL BONDS - 97.9%

Alabama - 1.3%
Alabama Incentives Financing Authority Revenue, Series A, 5%, 9/1/29	$	300,000	$	306,492


California - 0.6%
Los Angeles Department of Water & Power Revenue, Series A, 5%, 7/1/40		120,000		135,258


Colorado - 2.0%
El Paso County Facilities Corp., Certificate Participation, Series A, 5%, 12/1/27		400,000		460,424


Florida - 11.2%
City of Margate FL, General Obligation, 5%, 7/1/25		785,000		896,470
Lee County Industrial Development Authority, 5%, 11/1/28		500,000		526,910
Orlando Utilities Commission, Series C, 5%, 10/1/22		525,000		577,547
Palm Beach County Solid Waste Authority, 5%, 10/1/24		300,000		322,872
Port St. Lucie Community Redevelopment Agency Revenue, Tax Allocation, 5%, 1/1/26		250,000		281,493

				2,605,292

Georgia - 3.5%
City of Atlanta GA Water & Wastewater Revenue, (AGM), 5.75%, 11/1/30		300,000		378,801
City of Atlanta GA Water & Wastewater Revenue, 5%, 11/1/43		275,000		301,127
Dublin GA School District, General Obligation, (ST AID WITHHLDG), 4%, 4/1/23		135,000		140,326

				820,254

Hawaii - 2.1%
State of Hawaii, General Obligation, Series EY, 5%, 10/1/25		435,000		500,668


Illinois - 5.0%
City of Waukegan IL, General Obligation, Series A, (BAM), 4%, 12/30/24		430,000		447,131
Cook County School District No. 111, General Obligation, (BAM), 5%, 12/1/35		545,000		600,530
Regional Transportation Authority, Series A, (AMBAC, GO of AUTH) *, 7.2%, 11/1/20		105,000		110,200

				1,157,861

Indiana - 3.4%
Indiana Finance Authority, Series C, 5%, 2/1/21		400,000		413,740
Indianapolis Local Public Improvement Bond Bank Revenue, Series A, (ASSURED GTY), 5.5%, 1/1/38		380,000		382,181

				795,921

Iowa - 3.1%
City of Bettendorf IA, General Obligation, Series A, (Prerefunded 6/1/20 @ $100), 5%, 6/1/28		475,000		496,446
City of Bettendorf IA, General Obligation, Series A, (Prerefunded 6/1/20 @ $100), 5%, 6/1/30		210,000		219,482

				715,928

Kansas - 3.5%
City of Wichita KS, General Obligation, Series 816, 5%, 12/1/24		510,000		582,425
Shawnee County Unified School District No. 437, General Obligation, 4%, 9/1/24		220,000		238,416

				820,841

Kentucky - 2.1%
Eastern Kentucky University, Series A,
(ST INTERCEPT), 5%, 4/1/33		445,000		491,373


Maryland - 2.9%
City of Rockville MD, General Obligation, Series A, 5%, 6/1/24		600,000		680,676


Michigan - 3.6%
Detroit City School District, General Obligation, Series A, (FGIC, Q-SBLF), 6%, 5/1/20		400,000		421,356
Redford Unified School District No. 1, General Obligation, (AMBAC, Q-SBLF) *, 5%, 5/1/22		410,000		431,898

				853,254

Missouri - 4.2%
County of St Louis MO, Series D, (Escrowed To Maturity), 5.65%, 2/1/20		500,000		520,775
Springfield School District No. R-12, General Obligation, Series B, (ST AID DIR DEP), 5%, 3/1/25		400,000		456,440

				977,215

New Jersey - 5.3%
New Jersey Economic Development Authority Revenue, (ST APPROP), 5%, 3/1/26		450,000		478,372
New Jersey State Turnpike Authority, Series A, (BHAC-CR, AGM), 5.25%, 1/1/28		250,000		297,415
New Jersey State Turnpike Authority, Series A, (BHAC-CR, AGM), 5.25%, 1/1/29		250,000		299,925
Union County Improvement Authority, Series A, 4%, 2/1/25		150,000		158,423

				1,234,135

New York - 3.5%
New York State Dormitory Authority, Series 1, (BHAC-CR, AMBAC)*, 5.5%, 7/1/31		250,000		294,405
Port Authority of New York & New Jersey, (GO of AUTH), 5.375%, 3/1/28		455,000		519,924

				814,329

North Carolina - 4.5%
North Carolina Medical Care Commission, 5%, 6/1/40		500,000		534,030
State of North Carolina, Series A, (Prerefunded 5/1/19 @ $100), 4.5%, 5/1/27		200,000		202,622
Town of Cary NC Combined Utility Systems Revenue, 5%, 12/1/23		285,000		315,389

				1,052,041

Ohio - 2.4%
Cleveland-Cuyahoga County Port Authority, 5%, 7/1/24		500,000		556,120


Oklahoma - 2.3%
Caddo County Governmental Building Authority Revenue, 5%, 9/1/40		500,000		529,025


Pennsylvania - 1.7%
Commonwealth Financing Authority Revenue, Series A, 5%, 6/1/35		370,000		402,586


South Carolina - 1.1%
City of Newberry SC Revenue, (AGM), 4%, 4/1/22		240,000		249,708


Tennessee - 0.5%
Town of Decatur TN Water & Sewer Revenue, General Obligation, 3%, 6/1/24		120,000		122,477


Texas - 9.9%
Beaumont Independent School District, General Obligation, (PSF-GTD), 4.75%, 2/15/38		300,000		312,450
City of Fort Worth TX, General Obligation, 4%, 3/1/29		500,000		529,405
Liberty Hill Independent School District, General Obligation, (Prerefunded 8/1/19 @ $100), (PSF-GTD), 5%, 8/1/26		410,000		419,127
Mueller Local Government Corp., 5%, 9/1/25		500,000		501,145
San Jacinto River Authority, (BAM), 4%, 10/1/23		200,000		211,980
State of Texas, General Obligation, Series C, 5%, 8/1/27		330,000		337,197

				2,311,304

Utah - 1.4%
Utah Transit Authority, (BHAC-CR, MBIA), 5%, 6/15/35		280,000		325,122


Virginia - 12.7%
Fairfax County Redevelopment & Housing Authority, 5%, 10/1/39		100,000		102,435
Hampton Roads Sanitation District, Series A, 5%, 10/1/36		500,000		562,700
Henrico County Economic Development Authority Revenue, Series B, 5%, 10/1/19		300,000		308,244
James City County Economic Development Authority, 5%, 6/15/22		250,000		273,215
Virginia Commonwealth Transportation Board, 5%, 5/15/26		715,000		806,084
Virginia Housing Development Authority, Series E, 4.8%, 10/1/39		250,000		252,055
Virginia Port Authority Revenue, Series B, 5%, 7/1/21		100,000		106,401
Western Regional Jail Authority, 5%, 12/1/34		500,000		554,980

				2,966,114

Washington - 1.0%
State of Washington, General Obligation, Series E, 5%, 2/1/29		205,000		227,386


Wisconsin - 3.1%
Maple School District, General Obligation, Series A, 5%, 4/1/24		650,000		722,397


TOTAL INVESTMENTS - 97.9% (Cost $22,829,763**)				22,834,201
NET OTHER ASSETS AND LIABILITIES - 2.1%				490,666

TOTAL NET ASSETS - 100.0%			$	23,324,867

*		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 $22,829,763.

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.
GO of AUTH		General Obligation of the Authority.
MBIA		MBIA Insurance Corp.
PSF-GTD		Permanent School Fund Guaranteed.
Q-SBLF		Qualified School Board Loan Fund.
ST AID DIR DEP		State Aid Direct Deposit.
ST AID WITHHLDG		State Aid Withholding.
ST APPROP		State Appropriations.
ST INTERCEPT		State Intercept.

See accompanying Notes to Financial Statements.
	23

Madison Funds | October 31, 2018

Madison High Quality Bond Fund Portfolio of Investments

		Par Value	Value (Note 2)


CORPORATE NOTES AND BONDS - 41.2%

Consumer Discretionary - 4.4%
Home Depot Inc./The, 2%, 6/15/19	$	2,000,000	$	1,988,883
Target Corp., 2.9%, 1/15/22		2,000,000		1,979,039

				3,967,922
Consumer Staples - 1.7%
Coca-Cola Co./The (A), 2.45%, 11/1/20		1,500,000		1,481,950


Energy - 1.7%
Chevron Corp., 2.427%, 6/24/20		1,500,000		1,483,505


Financials - 16.0%
Bank of America Corp., MTN, (3M USD LIBOR + 0.930%) (B), 2.816%, 7/21/23		1,500,000		1,443,909
Bank of New York Mellon Corp./The, MTN, 2.2%, 8/16/23		1,000,000		933,378
BB&T Corp., MTN, 2.85%, 10/26/24		750,000		709,394
Berkshire Hathaway Finance Corp., 2.9%, 10/15/20		500,000		498,431
Goldman Sachs Bank USA, 3.2%, 6/5/20		1,000,000		999,170
Huntington National Bank/The, 3.55%, 10/6/23		1,000,000		985,931
John Deere Capital Corp., MTN, 2.65%, 1/6/22		1,500,000		1,465,810
JPMorgan Chase & Co., 2.25%, 1/23/20		1,500,000		1,482,339
JPMorgan Chase & Co., 2.972%, 1/15/23		450,000		435,396
Morgan Stanley, 2.8%, 6/16/20		2,000,000		1,982,166
PNC Financial Services Group Inc./The, 3.3%, 3/8/22		1,300,000		1,287,138
State Street Corp., 1.95%, 5/19/21		1,500,000		1,447,825
U.S. Bancorp, MTN, 2.625%, 1/24/22		650,000		633,053

				14,303,940

Health Care - 3.3%
Merck & Co. Inc., 3.875%, 1/15/21		1,500,000		1,520,343
UnitedHealth Group Inc., 2.875%, 3/15/23		1,500,000		1,456,555

				2,976,898

Industrials - 0.6%
Caterpillar Inc., 3.9%, 5/27/21		500,000		506,389


Information Technology - 11.5%
Apple Inc., 2.4%, 5/3/23		1,500,000		1,431,630
Cisco Systems Inc., 2.2%, 2/28/21		1,500,000		1,464,149
Intel Corp., 3.3%, 10/1/21		1,750,000		1,751,842
Microsoft Corp., 3%, 10/1/20		1,500,000		1,499,981
Microsoft Corp., 2.875%, 2/6/24		500,000		484,730
salesforce.com Inc., 3.25%, 4/11/23		2,000,000		1,977,933
Visa Inc., 2.2%, 12/14/20		1,700,000		1,665,477

				10,275,742
Real Estate - 2.0%
Simon Property Group L.P., 4.125%, 12/1/21		1,750,000		1,779,506


Total Corporate Notes and Bonds
(Cost $37,484,535)				36,775,852

U.S. GOVERNMENT AND AGENCY OBLIGATIONS - 57.1%

Fannie Mae - 4.3%
1.375%, 10/7/21		4,000,000		3,817,576


Freddie Mac - 4.4%
2.375%, 1/13/22		4,000,000		3,924,672


U.S. Treasury Notes - 48.4%
1.500%, 3/31/19		3,000,000		2,988,281
1.125%, 12/31/19		3,000,000		2,943,984
3.625%, 2/15/20		3,000,000		3,030,469
1.375%, 3/31/20		2,250,000		2,205,088
2.000%, 7/31/20		1,750,000		1,724,160
2.625%, 11/15/20		3,500,000		3,481,543
2.000%, 2/15/22		1,500,000		1,455,586
1.625%, 5/31/23		4,000,000		3,768,438
2.500%, 8/15/23		4,500,000		4,402,266
2.750%, 11/15/23		3,000,000		2,966,016
2.375%, 8/15/24		3,250,000		3,135,615
2.125%, 5/15/25		4,500,000		4,248,281
1.500%, 8/15/26		3,000,000		2,667,773
2.375%, 5/15/27		4,450,000		4,200,209

				43,217,709

Total U.S. Government and Agency Obligations ( Cost $52,446,784 )				50,959,957

SHORT-TERM INVESTMENTS - 1.3%
State Street Institutional U.S. Government Money Market Fund, 2.09%, Premier Class (D)		882,273		882,273
State Street Navigator Securities Lending Government Money Market Portfolio, 2.19% (C) (D)		270,963		270,963

Total Short-Term Investments
(Cost $1,153,236)				1,153,236

TOTAL INVESTMENTS - 99.6% (Cost $91,084,555**)				88,889,045
NET OTHER ASSETS AND LIABILITIES - 0.4%				363,959

TOTAL NET ASSETS - 100.0%			$	89,253,004

**		Aggregate cost for Federal tax purposes was $91,084,555.
(A)		All or a portion of these securities, with an aggregate fair value of $265,039, are on loan as part of a securities lending program. See footnote (C) and Note 9 for details on the securities lending program.
(B)		Floating rate or variable rate note. Rate shown is as of October 31, 2018.
(C)		Represents investments of cash collateral received in connection with securities lending.
(D)		7-day yield.
LIBOR		London Interbank Offered Rate
MTN		Medium Term Note.

Madison Core Bond Fund Portfolio of Investments

		Par Value	Value (Note 2)


ASSET BACKED SECURITIES - 6.0%
American Express Credit Account Master Trust, Series 2017-1, Class B, 2.1%, 9/15/22	$	1,000,000	$	986,639
BMW Floorplan Master Owner Trust, Series 2018-1, Class A2, (1M USD LIBOR + 0.320%) (A) (B), 2.6%, 5/15/23		325,000		325,506
CarMax Auto Owner Trust, Series 2017-1, Class A2, 1.54%, 2/18/20		29,583		29,569
CarMax Auto Owner Trust, Series 2018-3, Class A3, 3.13%, 6/15/23		600,000		598,880
Chesapeake Funding II LLC, Series 2017-4A, Class A1 (A), 2.12%, 11/15/29		874,049		862,407
Chesapeake Funding II LLC, Series 2018-1A, Class A1 (A), 3.04%, 4/15/30		650,000		647,159
Chesapeake Funding II LLC, Series 2018-2A, Class A1 (A), 3.23%, 8/15/30		400,000		398,648
Chesapeake Funding II LLC, Series 2018-2A, Class B (A), 3.52%, 8/15/30		350,000		348,452
Dell Equipment Finance Trust, Series 2017-2, Class A2A (A), 1.97%, 2/24/20		405,723		404,180
Enterprise Fleet Financing LLC, Series 2015-2, Class A3 (A), 2.09%, 2/22/21		642,413		640,485
Enterprise Fleet Financing LLC, Series 2017-2, Class A2 (A), 1.97%, 1/20/23		390,268		387,303
Enterprise Fleet Financing LLC, Series 2017-3, Class A3 (A), 2.36%, 5/20/23		1,000,000		976,840
John Deere Owner Trust, Series 2018-B, Class A3, 3.08%, 11/15/22		600,000		598,090
Santander Drive Auto Receivables Trust, Series 2014-5, Class C, 2.46%, 6/15/20		37,739		37,743
Synchrony Credit Card Master Note Trust, Series 2017-1, Class B, 2.19%, 6/15/23		1,000,000		980,975
Verizon Owner Trust, Series 2017-1A, Class A (A), 2.06%, 9/20/21		1,250,000		1,238,676
Verizon Owner Trust, Series 2018-A, Class A1A, 3.23%, 4/20/23		830,000		829,478

Total Asset Backed Securities
(Cost $10,343,359)				10,291,030

COLLATERALIZED MORTGAGE OBLIGATIONS - 3.1%
Fannie Mae REMICS, Series 2015-12, Class NI, IO, 3.5%, 3/25/30		1,846,513		208,440
Fannie Mae REMICS, Series 2011-31, Class DB, 3.5%, 4/25/31		875,000		874,592
Fannie Mae REMICS, Series 2011-36, Class QB, 4%, 5/25/31		1,000,000		1,015,394
Fannie Mae REMICS, Series 2001-73, Class GZ, 6%, 12/25/31		247,413		266,501
Fannie Mae REMICS, Series 2005-79, Class LT, 5.5%, 9/25/35		179,927		193,054
Fannie Mae REMICS, Series 2011-101, Class NC, 2.5%, 4/25/40		425,652		417,836
Fannie Mae REMICS, Series 2015-44, Class GI, IO, 3%, 11/25/40		632,751		59,736
Fannie Mae REMICS, Series 2016-21, Class BA, 3%, 3/25/42		630,395		620,060
Freddie Mac REMICS, Series 3825, Class CB, 3.5%, 3/15/26		1,000,000		1,011,591
Freddie Mac REMICS, Series 4066, Class DI, IO, 3%, 6/15/27		2,469,938		196,360
Government National Mortgage Association, Series 2015-53, Class IL, IO, 3%, 9/20/44		1,882,278		417,824

Total Collateralized Mortgage Obligations (Cost $5,400,619)				5,281,388

See accompanying Notes to Financial Statements.
24

Madison Funds | October 31, 2018

Madison Core Bond Fund Portfolio of Investments - continued

		Par Value	Value (Note 2)


COMMERCIAL MORTGAGE-BACKED SECURITIES - 3.7%
Fannie Mae-Aces, Series 2016-M2, Class X2, IO (B) (C), 1.099%, 1/25/23	$	11,927,116	$	419,888
FHLMC Multifamily Structured Pass Through Certificates, Series K718, Class X1, IO (B) (C), 0.637%, 1/25/22		23,626,554		402,228
FHLMC Multifamily Structured Pass Through Certificates, Series KJ17, Class A2, 2.982%, 11/25/25		400,000		388,806
FHLMC Multifamily Structured Pass Through Certificates, Series K058, Class A2, 2.653%, 8/25/26 (F)		2,000,000		1,869,000
FHLMC Multifamily Structured Pass Through Certificates, Series K059, Class X1, IO (B) (C), 0.316%, 9/25/26		15,898,894		336,568
FHLMC Multifamily Structured Pass Through Certificates, Series K066, Class A2, 3.117%, 6/25/27		400,000		383,109
FREMF Mortgage Trust, Series 2012-K706, Class B (A) (B) (C), 3.974%, 11/25/44		56,445		56,332
FREMF Mortgage Trust, Series 2012-K708, Class B (A) (B) (C), 3.745%, 2/25/45		1,250,000		1,249,432
FREMF Mortgage Trust, Series 2015-K721, Class B (A) (B) (C), 3.565%, 11/25/47		750,000		733,781
WFRBS Commercial Mortgage Trust, Series 2014-LC14, Class A2, 2.862%, 3/15/47		414,748		414,245

Total Commercial Mortgage-Backed Securities (Cost $6,541,183)				6,253,389

CORPORATE NOTES AND BONDS - 36.9%

Communication Services - 1.7%
AT&T Inc., 4.75%, 5/15/46		1,000,000		863,508
Comcast Corp., 4.7%, 10/15/48		250,000		243,147
Sprint Spectrum Co. LLC / Sprint Spectrum Co. II LLC / Sprint Spectrum Co. III LLC (A), 3.36%, 3/20/23		375,000		371,250
Verizon Communications Inc., 4.4%, 11/1/34		1,000,000		942,683
Vodafone Group PLC (D), 3.75%, 1/16/24		250,000		244,343
Vodafone Group PLC (D), 5%, 5/30/38		250,000		235,305

				2,900,236

Consumer Discretionary - 5.6%
Amazon.com Inc., 2.8%, 8/22/24		300,000		286,108
Aptiv PLC (D), 3.15%, 11/19/20		1,000,000		988,909
CCO Holdings LLC / CCO Holdings Capital Corp. (A), 5.875%, 5/1/27		650,000		638,625
Charter Communications Operating LLC / Charter Communications Operating Capital Corp., 4.464%, 7/23/22		500,000		505,860
D.R. Horton Inc., 2.55%, 12/1/20		500,000		488,347
Discovery Communications LLC, 5%, 9/20/37		500,000		466,675
DISH DBS Corp., 6.75%, 6/1/21		250,000		252,500
ERAC USA Finance LLC (A), 6.7%, 6/1/34		75,000		87,888
General Motors Financial Co. Inc., 3.2%, 7/6/21		150,000		146,848
Georgia-Pacific LLC (A), 3.163%, 11/15/21		1,000,000		985,588
GLP Capital L.P. / GLP Financing II Inc., 4.875%, 11/1/20		275,000		278,094
Lennar Corp., 4.75%, 4/1/21		500,000		501,250
Marriott International Inc., 3.125%, 6/15/26		600,000		552,578
Omnicom Group Inc. / Omnicom Capital Inc., 3.6%, 4/15/26		750,000		704,017
QVC Inc., 3.125%, 4/1/19		800,000		798,335
Sirius XM Radio Inc. (A), 6%, 7/15/24		525,000		536,707
Toll Brothers Finance Corp., 4%, 12/31/18		450,000		448,875
Walgreens Boots Alliance Inc., 4.5%, 11/18/34		1,000,000		936,994

				9,604,198

Consumer Staples - 1.6%
Anheuser-Busch InBev Finance Inc., 4.9%, 2/1/46		1,000,000		941,993
B&G Foods Inc., 4.625%, 6/1/21		100,000		99,375
Bunge Ltd. Finance Corp., 3.25%, 8/15/26		1,000,000		896,100
Conagra Brands Inc., 5.4%, 11/1/48		300,000		286,270
Molson Coors Brewing Co., 2.1%, 7/15/21		500,000		478,655

				2,702,393

Energy - 7.2%
Antero Resources Corp., 5.625%, 6/1/23		300,000		300,000
Boardwalk Pipelines L.P., 4.45%, 7/15/27		400,000		375,699
Concho Resources Inc., 4.3%, 8/15/28		250,000		243,932
EnLink Midstream Partners L.P., 4.85%, 7/15/26		300,000		283,746
EnLink Midstream Partners L.P., 5.45%, 6/1/47		400,000		337,026
Enterprise Products Operating LLC, 3.75%, 2/15/25		1,000,000		979,940
Helmerich & Payne International Drilling Co., 4.65%, 3/15/25		1,000,000		1,012,194
Jonah Energy LLC / Jonah Energy Finance Corp. (A), 7.25%, 10/15/25		375,000		298,125
Kinder Morgan Inc., 5.55%, 6/1/45		920,000		920,748
Marathon Oil Corp., 2.7%, 6/1/20		1,000,000		987,851
Marathon Petroleum Corp. (A), 3.8%, 4/1/28		600,000		560,434
Phillips 66 Partners L.P., 3.605%, 2/15/25		1,300,000		1,239,752
Pioneer Natural Resources Co., 3.45%, 1/15/21		1,000,000		995,346
Tosco Corp., 7.8%, 1/1/27		1,000,000		1,199,550
Unit Corp., 6.625%, 5/15/21		525,000		521,062
Valero Energy Corp., 6.625%, 6/15/37		1,000,000		1,145,071
Valero Energy Partners L.P., 4.5%, 3/15/28		1,000,000		985,288

				12,385,764

Financials - 9.8%
AerCap Ireland Capital DAC / AerCap Global Aviation Trust (D), 3.75%, 5/15/19		450,000		450,880
AerCap Ireland Capital DAC / AerCap Global Aviation Trust (D), 3.875%, 1/23/28		500,000		455,555
Air Lease Corp., 3.875%, 4/1/21		450,000		451,198
Air Lease Corp., 3.75%, 2/1/22		1,000,000		994,303
American Express Co., 2.5%, 8/1/22		1,000,000		957,599
American International Group Inc., 4.75%, 4/1/48		500,000		460,639
Bank of America Corp., MTN, 3.3%, 1/11/23		1,000,000		977,618
Bank of America Corp., MTN, (3M USD LIBOR + 0.930%) (B), 2.816%, 7/21/23		500,000		481,303
Bank of New York Mellon Corp./The, MTN, 2.2%, 8/16/23		500,000		466,689
Capital One Financial Corp., 2.5%, 5/12/20		500,000		492,925
Capital One Financial Corp., 3.3%, 10/30/24		600,000		565,989
Cboe Global Markets Inc., 3.65%, 1/12/27		600,000		567,966
Citigroup Inc., 2.75%, 4/25/22		400,000		386,670
Discover Bank, 3.45%, 7/27/26		500,000		460,125
Fifth Third Bank (E), 3.35%, 7/26/21		750,000		746,425
Goldman Sachs Group Inc./The, (3M USD LIBOR + 1.201%) (B), 3.272%, 9/29/25		850,000		805,818
Goldman Sachs Group Inc./The, 3.5%, 11/16/26		300,000		280,248
Huntington National Bank/The, 3.55%, 10/6/23		500,000		492,965
Intercontinental Exchange Inc., 2.35%, 9/15/22		300,000		287,463
Intercontinental Exchange Inc., 3.75%, 9/21/28		250,000		244,942
JPMorgan Chase & Co., 2.972%, 1/15/23		300,000		290,264
JPMorgan Chase & Co., 3.125%, 1/23/25		1,000,000		948,085
Liberty Mutual Group Inc. (A), 4.25%, 6/15/23		1,000,000		1,003,218
M&T Bank Corp., 3.55%, 7/26/23		250,000		248,201
Morgan Stanley, 4.3%, 1/27/45		1,000,000		920,077
Nasdaq Inc., 3.85%, 6/30/26		175,000		167,546
PNC Bank NA, 2.45%, 7/28/22		500,000		479,999
Regions Financial Corp., 2.75%, 8/14/22		600,000		576,880
Synchrony Financial, 3.75%, 8/15/21		50,000		49,307
Synchrony Financial, 3.7%, 8/4/26		600,000		532,380
TD Ameritrade Holding Corp., 3.3%, 4/1/27		500,000		470,616

				16,713,893

Health Care - 3.3%
AbbVie Inc., 3.75%, 11/14/23		400,000		396,176
Becton, Dickinson and Co., 2.894%, 6/6/22		400,000		386,844
CVS Health Corp., 4.3%, 3/25/28		500,000		487,613
CVS Health Corp., 5.125%, 7/20/45		1,000,000		980,880
Forest Laboratories LLC (A), 5%, 12/15/21		200,000		206,284
Halfmoon Parent Inc. (A), 4.375%, 10/15/28		300,000		293,412
Halfmoon Parent Inc. (A), 4.9%, 12/15/48		500,000		475,218
Humana Inc., 2.5%, 12/15/20		750,000		735,318
Laboratory Corp. of America Holdings, 3.6%, 9/1/27		300,000		283,057
Shire Acquisitions Investments Ireland DAC (D), 1.9%, 9/23/19		750,000		740,726
Zoetis Inc., 3%, 9/12/27		650,000		593,779

				5,579,307

Industrials - 2.0%
Carlisle Cos. Inc., 3.5%, 12/1/24		500,000		478,465
CRH America Inc. (A), 3.875%, 5/18/25		1,000,000		965,802
Masco Corp., 4.375%, 4/1/26		700,000		690,088
Northrop Grumman Corp., 2.93%, 1/15/25		300,000		282,708
TransDigm Inc., 6%, 7/15/22		250,000		251,250
Union Pacific Corp., 3.5%, 6/8/23		200,000		199,018
United Rentals North America Inc., 4.625%, 7/15/23		600,000		594,750

				3,462,081

Information Technology - 2.3%
Analog Devices Inc., 5.3%, 12/15/45		600,000		612,822
CDW LLC / CDW Finance Corp., 5%, 9/1/23		200,000		199,000
Citrix Systems Inc., 4.5%, 12/1/27		350,000		331,747
Dell International LLC / EMC Corp. (A), 8.35%, 7/15/46		350,000		406,725
Fidelity National Information Services Inc., 3%, 8/15/26		625,000		568,218
Fidelity National Information Services Inc., 4.75%, 5/15/48		300,000		286,384
Fiserv Inc., 3.8%, 10/1/23		250,000		249,512
Hewlett Packard Enterprise Co., 6.35%, 10/15/45		350,000		342,358

See accompanying Notes to Financial Statements.
	25

Madison Funds | October 31, 2018

Madison Core Bond Fund Portfolio of Investments - continued

		Par Value	Value (Note 2)

CORPORATE NOTES AND BONDS - continued

Information Technology - contined

Marvell Technology Group Ltd. (D), 4.2%, 6/22/23	$	500,000	$	494,277
Salesforce.com Inc., 3.7%, 4/11/28		500,000		488,138

				3,979,181

Materials - 0.7%
Arconic Inc., 5.125%, 10/1/24		200,000		198,140
Packaging Corp. of America, 3.65%, 9/15/24		350,000		341,614
WestRock Co. (A), 3.75%, 3/15/25		750,000		721,774

				1,261,528

Real Estate - 1.6%
Boston Properties L.P., 3.65%, 2/1/26		450,000		432,308
Brixmor Operating Partnership L.P., 3.65%, 6/15/24		500,000		480,383
Iron Mountain Inc. (A), 4.875%, 9/15/27		600,000		534,000
Store Capital Corp., 4.5%, 3/15/28		750,000		725,418
WP Carey Inc., 4.25%, 10/1/26		500,000		481,546

				2,653,655

Utilities - 1.1%
Black Hills Corp., 4.25%, 11/30/23		1,000,000		1,008,445
Duke Energy Corp., 3.75%, 9/1/46		1,000,000		852,875

				1,861,320


Total Corporate Notes and Bonds
(Cost $65,393,351)				63,103,556

LONG TERM MUNICIPAL BONDS - 5.4%
County of Palm Beach FL Revenue, 5%, 11/1/33		1,880,000		1,972,195
County of Pasco FL Water & Sewer Revenue, Series B, 6.76%, 10/1/39		1,500,000		1,545,960
East Baton Rouge Sewerage Commission Revenue, Series B, 6.087%, 2/1/45		2,000,000		2,054,980
Northside Independent School District, General Obligation, Series B, (PSF-GTD), 5.741%, 8/15/35		1,600,000		1,632,672
Rancho Water District Financing Authority Revenue, (Prerefunded 8/1/20 @ $100), 6.337%, 8/1/40		10,000		10,540
Rancho Water District Financing Authority Revenue, 6.337%, 8/1/40		655,000		688,785
South Dakota State Building Authority Revenue, Series F, 4.7%, 6/1/32		1,250,000		1,285,887

Total Long Term Municipal Bonds
(Cost $9,180,928)				9,191,019


MORTGAGE BACKED SECURITIES - 20.5%

Fannie Mae - 11.3%
3%, 9/1/30 Pool # 890696		936,600		922,476
3%, 12/1/30 Pool # AL8924		479,348		472,124
7%, 11/1/31 Pool # 607515		6,888		7,487
3.5%, 12/1/31 Pool # MA0919		313,801		311,644
6.5%, 3/1/32 Pool # 631377		26,030		28,345
6.5%, 5/1/32 Pool # 636758		2,079		2,264
7%, 5/1/32 Pool # 644591		534		545
6.5%, 6/1/32 Pool # 545691		64,846		71,754
3.5%, 8/1/32 Pool # MA3098		621,551		621,711
3.5%, 9/1/32 Pool # MA3126		419,216		419,324
5.5%, 11/1/33 Pool # 555880		70,820		75,904
5%, 5/1/34 Pool # 780890		31,038		32,823
7%, 7/1/34 Pool # 792636		7,534		7,697
4%, 2/1/35 Pool # MA2177		743,359		757,002
5%, 8/1/35 Pool # 829670		73,955		78,178
5%, 9/1/35 Pool # 820347		93,231		98,897
5%, 9/1/35 Pool # 835699		72,335		76,568
3.5%, 12/1/35 Pool # MA2473		926,756		917,514
4.5%, 12/1/35 Pool # 745147		11,344		11,679
5%, 12/1/35 Pool # 850561		26,344		27,853
6%, 11/1/36 Pool # 902510		55,903		61,626
6%, 10/1/37 Pool # 947563		77,254		85,105
6.5%, 12/1/37 Pool # 889072		61,760		68,778
6.5%, 8/1/38 Pool # 987711		171,181		191,968
4%, 9/1/40 Pool # AE3039		734,981		740,555
4%, 1/1/41 Pool # AB2080		599,957		604,496
5.5%, 7/1/41 Pool # AL6588		505,945		543,430
4%, 9/1/41 Pool # AJ1406		414,733		418,132
4%, 10/1/41 Pool # AJ4046		733,697		739,269
3.5%, 11/1/41 Pool # AB3867		329,324		323,484
4%, 3/1/42 Pool # AL1998		1,116,507		1,124,978
3.5%, 6/1/42 Pool # AO4134		1,140,398		1,120,181
3.5%, 8/1/42 Pool # AP2133		668,158		656,312
3%, 9/1/42 Pool # AP6568		114,668		109,537
3.5%, 9/1/42 Pool # AB6228		399,388		392,307
4%, 10/1/42 Pool # AP7363		792,931		798,921
3.5%, 12/1/42 Pool # AQ8892		124,476		122,269
3.5%, 1/1/43 Pool # AQ9326		563,343		553,378
3%, 2/1/43 Pool # AL3072		932,745		890,910
3.5%, 3/1/43 Pool # AT0310		529,052		519,684
3.5%, 4/1/43 Pool # AR9902		362,146		355,726
3.5%, 4/1/43 Pool # AT2887		461,904		453,780
4%, 1/1/45 Pool # AS4257		230,302		231,153
4.5%, 2/1/45 Pool # MA2193		706,041		726,450
3.5%, 8/1/45 Pool # AS5645		847,986		829,007
3.5%, 12/1/45 Pool # AS6309		388,796		380,094
4.5%, 10/1/46 Pool # MA2783		161,679		165,705
3%, 1/1/47 Pool # BE0108		681,427		646,597
4%, 7/1/48 Pool # MA3415		489,944		490,179

				19,285,800

Freddie Mac - 9.2%
4.5%, 2/1/25 Pool # J11722		125,240		128,847
4.5%, 5/1/25 Pool # J12247		252,315		259,611
8%, 6/1/30 Pool # C01005		575		649
6.5%, 1/1/32 Pool # C62333		23,617		26,003
3.5%, 8/1/32 Pool # C91485		373,641		371,091
4%, 5/1/33 Pool # G18693		1,179,538		1,201,975
4.5%, 6/1/34 Pool # C01856		396,319		407,766
6.5%, 11/1/36 Pool # C02660		9,685		10,832
5.5%, 1/1/37 Pool # G04593		218,517		234,648
5.5%, 11/1/37 Pool # A68787		155,632		168,635
5.5%, 12/1/38 Pool # G05267		444,090		475,552
5%, 10/1/39 Pool # G60465		1,134,122		1,200,087
3.5%, 11/1/40 Pool # G06168		527,920		518,594
4%, 10/1/41 Pool # Q04092		872,997		880,865
4.5%, 3/1/42 Pool # G07491		560,551		580,820
3%, 9/1/42 Pool # C04233		631,145		602,662
3%, 2/1/43 Pool # Q15767		450,572		429,793
3%, 4/1/43 Pool # V80025		454,331		433,545
3%, 4/1/43 Pool # V80026		447,257		426,794
3.5%, 8/1/44 Pool # Q27927		603,300		591,393
3%, 7/1/45 Pool # G08653		727,309		690,419
3.5%, 8/1/45 Pool # Q35614		683,359		667,892
3.5%, 9/1/45 Pool # G08667		767,022		749,192
3%, 11/1/45 Pool # G08675		914,559		867,176
3%, 1/1/46 Pool # G08686		949,516		899,808
3%, 10/1/46 Pool # G60722		835,297		791,630
4%, 3/1/47 Pool # Q46801		1,155,478		1,159,186
3.5%, 11/1/47 Pool # Q52079		958,116		933,270

				15,708,735

Ginnie Mae - 0.0%
6.5%, 2/20/29 Pool # 2714		9,045		10,065
6.5%, 4/20/31 Pool # 3068		4,421		4,953
4%, 4/15/39 Pool # 698089		36,312		36,560

				51,578

Total Mortgage Backed Securities
(Cost $36,531,953)				35,046,113

U.S. GOVERNMENT AND AGENCY OBLIGATIONS - 21.8%

Federal Farm Credit Bank - 0.4%
3.470%, 5/7/24		750,000		741,572


U.S. Treasury Bonds - 7.2%
6.625%, 2/15/27		2,000,000		2,512,734
5.375%, 2/15/31		1,250,000		1,525,342
4.500%, 5/15/38		1,500,000		1,760,391
3.750%, 8/15/41		1,500,000		1,588,652
3.000%, 5/15/45		2,000,000		1,860,000
2.250%, 8/15/46		1,500,000		1,188,457
3.000%, 5/15/47		1,000,000		926,211
3.000%, 2/15/48		1,000,000		924,727

				12,286,514

U.S. Treasury Notes - 14.2%
2.625%, 11/15/20		3,300,000		3,282,598
3.125%, 5/15/21 (F) (G)		3,000,000		3,015,586
2.125%, 8/15/21		1,750,000		1,712,334
2.000%, 10/31/21		1,000,000		973,164
2.000%, 11/15/21		1,000,000		973,008
1.750%, 9/30/22		3,000,000		2,865,000
2.000%, 2/15/23		3,000,000		2,881,875
2.750%, 2/15/24		1,500,000		1,481,133
2.125%, 3/31/24		2,500,000		2,389,648
2.250%, 11/15/25		2,250,000		2,131,172
1.500%, 8/15/26		1,000,000		889,258
2.875%, 5/15/28		1,750,000		1,709,941

				24,304,717

Total U.S. Government and Agency Obligations (Cost $37,998,072)				37,332,803
		Shares

SHORT-TERM INVESTMENTS - 2.1%
State Street Institutional U.S. Government Money Market Fund, 2.09%, Premier Class (I)		2,876,641		2,876,641
State Street Navigator Securities Lending Government Money Market Portfolio, 2.19% (H) (I)		647,800		647,800


Total Short-Term Investments
(Cost $3,524,441 )				3,524,441

TOTAL PUT OPTIONS PURCHASED - 0.0%				28,750

TOTAL INVESTMENTS - 99.5% (Cost $174,946,490**)				170,052,489
TOTAL PUT OPTIONS WRITTEN - 0.0%				(20,625	)
NET OTHER ASSETS AND LIABILITIES - 0.5%				834,630

TOTAL NET ASSETS - 100.0%			$	170,866,494

See accompanying Notes to Financial Statements.
26

Madison Funds | October 31, 2018

Madison Core Bond Fund Portfolio of Investments - continued

**		Aggregate cost for Federal tax purposes was $174,946,490.

(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)		Floating rate or variable rate note. Rate shown is as of October 31, 2018.

(C)		Coupon rate may change based on changes of the underlying collateral or prepayments of principal. The coupon rate shown represents the rate at period end.

(D)		Notes and bonds, issued by foreign entities, denominated in U.S. dollars. The aggregate of these securities is 2.1% of total net assets.

(E)		All or a portion of these securities, with an aggregate fair value of $634,467, are on loan as part of a securities lending program. See footnote (H) and Note 9 for details on the securities lending program.

(F)		Restricted. The aggregate cost of such securities is $5,071,713. The aggregate value is $4,884,586,representing 2.9% of net assets.

(G)		All or a portion of these securities are segregated as collateral for put options written. As of October 31, 2018, the total amount segregated was $3,015,586.

(H)		Represents investments of cash collateral received in connection with securities lending.

(I)		7-day yield.

LIBOR		London Interbank Offered Rate.
MTN		Medium Term Note.
PLC		Public Limited Company.
PSF-GTD		Permanent School Fund Guaranteed.
IO		Interest Only.

Purchased Option Contracts Outstanding at October 31, 2018

Description	Exercise Price		Expiration Date		Number of Contracts			Notional Amount			Fair Value			Premiums Paid (Received)			Unrealized Appreciation (Depreciation)

Put Options Purchased
U.S. Treasury Bond Futures	$	133.00		11/23/2018		40			40,000		$	3,125		$	5,433		$	(2,308	)
U.S. Treasury Bond Futures		137.00		11/23/2018		40			40,000			25,625			27,151			(1,526	)

Total Put Options Purchased											$	28,750		$	32,584		$	(3,834	)


Written Option Contracts Outstanding at October 31, 2018

Description	Exercise Price		Expiration Date		Number of Contracts			Notional Amount			Fair Value			Premiums Paid (Received)			Unrealized Appreciation (Depreciation)

Put Options Written
U.S. Treasury Bond Futures	$	134.00		11/23/2018		(40	)		(40,000	)	$	(5,000)		$	(7,224)		$	2,224
U.S. Treasury Bond Futures		136.00		11/23/2018		(40	)		(40,000	)		(15,625	)		(17,692	)		2,067

Total Put Options Written											$	(20,625	)	$	(24,916	)	$	4,291

Madison Corporate Bond Fund Portfolio of Investments

		Par Value	Value (Note 2)

CORPORATE NOTES AND BONDS - 95.7%

Communication Services - 5.5%
AT&T Inc., 4.25%, 3/1/27	$	150,000	$	145,464
AT&T Inc., 4.75%, 5/15/46		125,000		107,939
Comcast Corp., 4.15%, 10/15/28		100,000		99,178
Comcast Corp., 4.7%, 10/15/48		100,000		97,259
Harris Corp., 5.054%, 4/27/45		160,000		164,757
Sprint Spectrum Co. LLC / Sprint Spectrum Co. II LLC / Sprint Spectrum Co. III LLC (A), 3.36%, 3/20/23		75,000		74,250
Verizon Communications Inc., 4.329%, 9/21/28		215,000		212,703
Verizon Communications Inc., 4.4%, 11/1/34		200,000		188,537

				1,090,087

Consumer Discretionary - 10.5%
Amazon.com Inc., 2.8%, 8/22/24		100,000		95,369
Amazon.com Inc., 3.8%, 12/5/24		200,000		200,939
Aptiv PLC (B), 3.15%, 11/19/20		200,000		197,782
CCO Holdings LLC / CCO Holdings Capital Corp. (A), 5.875%, 5/1/27		100,000		98,250
Charter Communications Operating LLC / Charter Communications Operating Capital Corp., 4.464%, 7/23/22		100,000		101,172
Discovery Communications LLC, 5%, 9/20/37		200,000		186,670
GameStop Corp. (A), 6.75%, 3/15/21		50,000		50,375
General Motors Financial Co. Inc., 3.2%, 7/6/21		75,000		73,424
Georgia-Pacific LLC (A), 3.163%, 11/15/21		100,000		98,559
GLP Capital L.P. / GLP Financing II Inc., 4.875%, 11/1/20		25,000		25,281
Harman International Industries Inc., 4.15%, 5/15/25		100,000		97,964
Lowe’s Cos. Inc., 2.5%, 4/15/26		100,000		90,514
McDonald’s Corp., MTN, 3.5%, 3/1/27		100,000		95,416
McDonald’s Corp., MTN, 4.875%, 12/9/45		50,000		50,017
Newell Brands Inc., 5.5%, 4/1/46		100,000		86,207
Omnicom Group Inc. / Omnicom Capital Inc., 3.6%, 4/15/26		200,000		187,738
Sirius XM Radio Inc. (A), 6%, 7/15/24		125,000		127,788
Toll Brothers Finance Corp., 4%, 12/31/18		50,000		49,875
Walgreens Boots Alliance Inc., 4.5%, 11/18/34		150,000		140,549

				2,053,889

Consumer Staples - 1.2%
Anheuser-Busch InBev Finance Inc., 4.9%, 2/1/46		150,000		141,299
Conagra Brands Inc., 5.4%, 11/1/48		100,000		95,423

				236,722

Energy - 14.3%
Antero Resources Corp., 5.625%, 6/1/23		50,000		50,000
Boardwalk Pipelines L.P., 4.45%, 7/15/27		100,000		93,925
BP Capital Markets PLC (B), 3.119%, 5/4/26		100,000		94,101
Chevron Corp., 3.191%, 6/24/23		200,000		196,789
Concho Resources Inc., 4.3%, 8/15/28		50,000		48,786
ConocoPhillips Co., 4.15%, 11/15/34		20,000		19,366
Devon Energy Corp., 5.6%, 7/15/41		100,000		99,367
EnLink Midstream Partners L.P., 4.85%, 7/15/26		50,000		47,291
EnLink Midstream Partners L.P., 5.45%, 6/1/47		50,000		42,128
Enterprise Products Operating LLC, 4.45%, 2/15/43		200,000		182,969
Exxon Mobil Corp., 4.114%, 3/1/46		50,000		48,253
Helmerich & Payne International Drilling Co., 4.65%, 3/15/25		100,000		101,219
Kinder Morgan Inc. (A), 5%, 2/15/21		50,000		51,327
Kinder Morgan Inc., 5.55%, 6/1/45		100,000		100,081
Marathon Oil Corp., 2.7%, 6/1/20		200,000		197,570
Marathon Petroleum Corp., 5.125%, 3/1/21		250,000		257,911
Marathon Petroleum Corp. (A), 3.8%, 4/1/28		100,000		93,406
Phillips 66, 4.65%, 11/15/34		100,000		97,869
Phillips 66 Partners L.P., 3.605%, 2/15/25		200,000		190,731
Schlumberger Holdings Corp. (A), 2.35%, 12/21/18		200,000		199,905
Valero Energy Corp., 6.625%, 6/15/37		350,000		400,775
Valero Energy Partners L.P., 4.5%, 3/15/28		200,000		197,058

				2,810,827

Financials - 36.8%

*Banks - 22.9%*
Bank of America Corp., MTN, 2.503%, 10/21/22		200,000		189,997
Bank of America Corp., MTN, 3.3%, 1/11/23		200,000		195,524
Bank of America Corp., MTN, (3M USD LIBOR + 0.930%) (C), 2.816%, 7/21/23		100,000		96,261
Bank of America Corp., MTN, (3M USD LIBOR + 1.090%) (C), 3.093%, 10/1/25		100,000		94,769
Bank of Montreal, MTN (B), 1.9%, 8/27/21		100,000		95,856
BB&T Corp., MTN, 2.85%, 10/26/24		200,000		189,172
Capital One Financial Corp., 3.3%, 10/30/24		200,000		188,663
Citigroup Inc., 2.75%, 4/25/22		100,000		96,667
Citigroup Inc., 2.7%, 10/27/22		250,000		239,302
Citigroup Inc., (3M USD LIBOR + 1.192%) (C), 4.075%, 4/23/29		150,000		144,525
Discover Bank, 3.45%, 7/27/26		100,000		92,025
Goldman Sachs Group Inc./The, 5.75%, 1/24/22		100,000		105,668
Goldman Sachs Group Inc./The, 3.625%, 1/22/23		200,000		197,550

See accompanying Notes to Financial Statements.
27

Madison Funds | October 31, 2018

Madison Corporate Bond Fund Portfolio of Investments - continued

		Par Value	Value (Note 2)

CORPORATE NOTES AND BONDS - continued

Financials - continued

*Banks* - continued
Goldman Sachs Group Inc./The, 3.5%, 11/16/26	$	250,000	$	233,540
Huntington National Bank/The, 3.55%, 10/6/23		250,000		246,483
JPMorgan Chase & Co., 2.972%, 1/15/23		200,000		193,509
JPMorgan Chase & Co., 3.125%, 1/23/25		300,000		284,425
KeyCorp, MTN, 5.1%, 3/24/21		250,000		258,758
Morgan Stanley, MTN, 3.7%, 10/23/24		200,000		194,886
Morgan Stanley, MTN, 3.875%, 1/27/26		150,000		145,028
Morgan Stanley, FRN, (3M USD LIBOR + 1.340%) (C), 3.591%, 7/22/28		150,000		140,477
PNC Bank NA, 2.45%, 7/28/22		250,000		240,000
PNC Financial Services Group Inc./The, 3.3%, 3/8/22		100,000		99,011
Regions Financial Corp., 3.2%, 2/8/21		250,000		247,830
Regions Financial Corp., 2.75%, 8/14/22		200,000		192,293
US Bancorp, MTN, 2.35%, 1/29/21		100,000		97,866

				4,500,085

*Diversified Financial Services - 7.1%*
AerCap Ireland Capital DAC / AerCap Global Aviation Trust (B), 3.75%, 5/15/19		150,000		150,293
AerCap Ireland Capital DAC / AerCap Global Aviation Trust (B), 3.875%, 1/23/28		150,000		136,667
Affiliated Managers Group Inc., 4.25%, 2/15/24		300,000		301,617
Air Lease Corp., 3.625%, 4/1/27		100,000		90,984
American Express Co., 2.5%, 8/1/22		200,000		191,520
Cboe Global Markets Inc., 3.65%, 1/12/27		150,000		141,992
Intercontinental Exchange Inc., 2.35%, 9/15/22		100,000		95,821
Intercontinental Exchange Inc., 3.75%, 9/21/28		50,000		48,988
Nasdaq Inc., 3.85%, 6/30/26		50,000		47,870
Synchrony Financial, 3.7%, 8/4/26		100,000		88,730
TD Ameritrade Holding Corp., 3.3%, 4/1/27		100,000		94,123

				1,388,605

*Insurance - 6.8%*
Aflac Inc., 4.75%, 1/15/49		100,000		98,513
American International Group Inc., 3.875%, 1/15/35		200,000		171,523
Berkshire Hathaway Finance Corp., 4.2%, 8/15/48		200,000		190,696
Berkshire Hathaway Inc., 3.125%, 3/15/26		150,000		142,798
Liberty Mutual Group Inc. (A), 4.25%, 6/15/23		100,000		100,322
MetLife Inc., 3.6%, 4/10/24		100,000		99,341
New York Life Global Funding (A), 1.95%, 2/11/20		200,000		197,044
Old Republic International Corp., 3.875%, 8/26/26		50,000		47,312
Prudential Financial Inc., MTN, 3.5%, 5/15/24		300,000		298,082

				1,345,631

Health Care - 5.1%
AbbVie Inc., 3.75%, 11/14/23		100,000		99,044
AbbVie Inc., 4.7%, 5/14/45		100,000		90,153
CVS Health Corp., 5.125%, 7/20/45		100,000		98,088
Express Scripts Holding Co., 4.75%, 11/15/21		150,000		154,363
Halfmoon Parent Inc. (A), 4.9%, 12/15/48		100,000		95,044
Laboratory Corp. of America Holdings, 3.6%, 9/1/27		100,000		94,352
UnitedHealth Group Inc., 2.875%, 3/15/23		200,000		194,207
Zoetis Inc., 3%, 9/12/27		200,000		182,702

				1,007,953

Industrials - 9.0%
Burlington Northern Santa Fe LLC, 4.45%, 3/15/43		200,000		197,169
Carlisle Cos. Inc., 3.5%, 12/1/24		100,000		95,693
Caterpillar Inc., 5.2%, 5/27/41		20,000		21,894
CRH America Inc. (A), 3.875%, 5/18/25		200,000		193,160
Fortive Corp., 2.35%, 6/15/21		100,000		96,698
General Dynamics Corp., 1.875%, 8/15/23		100,000		92,771
Lockheed Martin Corp., 2.9%, 3/1/25		200,000		190,019
Masco Corp., 4.375%, 4/1/26		100,000		98,584
Norfolk Southern Corp., 3.25%, 12/1/21		200,000		198,524
Northrop Grumman Corp., 2.93%, 1/15/25		100,000		94,236
Textron Inc., 3.875%, 3/1/25		200,000		193,854
Union Pacific Corp., 3.5%, 6/8/23		100,000		99,509
Verisk Analytics Inc., 4%, 6/15/25		200,000		197,169

				1,769,280

Information Technology - 5.7%
Analog Devices Inc., 5.3%, 12/15/45		50,000		51,068
CDW LLC / CDW Finance Corp., 5%, 9/1/23		50,000		49,750
Citrix Systems Inc., 4.5%, 12/1/27		35,000		33,175
Dell International LLC / EMC Corp. (A), 8.35%, 7/15/46		75,000		87,155
Fidelity National Information Services Inc., 3%, 8/15/26		100,000		90,915
Fidelity National Information Services Inc., 4.75%, 5/15/48		100,000		95,461
Fiserv Inc., 3.8%, 10/1/23		100,000		99,805
Intel Corp., 3.734%, 12/8/47		108,000		96,285
Marvell Technology Group Ltd. (B), 4.2%, 6/22/23		100,000		98,855
Microsoft Corp., 3.5%, 2/12/35		100,000		93,409
NVIDIA Corp., 2.2%, 9/16/21		100,000		96,989
Oracle Corp., 4%, 7/15/46		150,000		135,155
Salesforce.com Inc., 3.7%, 4/11/28		100,000		97,628

				1,125,650

Materials - 3.7%
Arconic Inc., 5.125%, 10/1/24		50,000		49,535
Dow Chemical Co./The, 4.125%, 11/15/21		200,000		203,022
Nutrien Ltd. (B), 3.375%, 3/15/25		200,000		187,522
Packaging Corp. of America, 3.65%, 9/15/24		200,000		195,208
WestRock Co. (A), 3.75%, 3/15/25		100,000		96,237

				731,524

Real Estate - 3.5%
Boston Properties L.P., 3.65%, 2/1/26		100,000		96,069
Iron Mountain Inc. (A), 4.875%, 9/15/27		100,000		89,000
Simon Property Group L.P., 4.125%, 12/1/21		200,000		203,372
WP Carey Inc., 4.6%, 4/1/24		200,000		201,063
WP Carey Inc., 4.25%, 10/1/26		100,000		96,309

				685,813

Utilities - 0.4%
Duke Energy Corp., 3.75%, 9/1/46		100,000		85,287

Total Corporate Notes and Bonds
(Cost $19,421,893)				18,831,353

LONG TERM MUNICIPAL BONDS - 2.1%
County of Palm Beach FL Revenue, 5%, 11/1/33		200,000		209,808
County of Pasco FL Water & Sewer Revenue, Series B, 6.76%, 10/1/39		200,000		206,128

Total Long Term Municipal Bonds
(Cost $416,780)				415,936
		Shares

SHORT-TERM INVESTMENTS - 1.5%

State Street Institutional U.S. Government Money Market Fund, 2.09%, Premier Class (D)		292,118		292,118


Total Short-Term Investments
(Cost $292,118)				292,118


TOTAL INVESTMENTS - 99.3% (Cost $20,130,791**)				19,539,407
NET OTHER ASSETS AND LIABILITIES - 0.7%				128,405

TOTAL NET ASSETS - 100.0%			$	19,667,812

**		Aggregate cost for Federal tax purposes was $20,130,791.
(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 4.9% of total net assets.
(C)		Floating rate or variable rate note. Rate shown is as of October 31, 2018.
(D)		7-day yield.
LIBOR		London Interbank Offered Rate
MTN		Medium Term Note.
PLC		Public Limited Company.

See accompanying Notes to Financial Statements.
28

Madison Funds | October 31, 2018

Madison High Income Fund Portfolio of Investments

		Par Value	Value (Note 2)

CORPORATE NOTES AND BONDS - 91.4%

Communication Services - 4.2%
Altice Luxembourg S.A. (A) (B), 7.625%, 2/15/25	$	250,000	$	213,125
Frontier Communications Corp. (A), 8.5%, 4/1/26		150,000		139,313
Inmarsat Finance PLC (A) (B), 6.5%, 10/1/24		300,000		295,875
Sprint Spectrum Co. LLC / Sprint Spectrum Co. II LLC / Sprint Spectrum Co. III LLC (A), 3.36%, 3/20/23		187,500		185,625

				833,938

Consumer Discretionary - 18.4%
Cablevision Systems Corp., 5.875%, 9/15/22		250,000		251,250
CCO Holdings LLC / CCO Holdings Capital Corp. (A), 5.875%, 4/1/24		300,000		302,625
Deck Chassis Acquisition Inc. (A) (C), 10%, 6/15/23		150,000		155,250
Diamond Resorts International Inc. (A) (C), 7.75%, 9/1/23		250,000		255,938
DISH DBS Corp., 6.75%, 6/1/21		250,000		252,500
GameStop Corp. (A), 6.75%, 3/15/21		325,000		327,437
IRB Holding Corp. (A), 6.75%, 2/15/26		250,000		239,375
Jack Ohio Finance LLC / Jack Ohio Finance 1 Corp. (A), 6.75%, 11/15/21		250,000		256,562
Outfront Media Capital LLC / Outfront Media Capital Corp., 5.625%, 2/15/24		500,000		500,825
Penske Automotive Group Inc., 5.75%, 10/1/22		250,000		253,438
Scientific Games International Inc. (A), 5%, 10/15/25		300,000		279,000
Sirius XM Radio Inc. (A), 4.625%, 5/15/23		250,000		243,125
Univision Communications Inc. (A), 5.125%, 5/15/23		325,000		306,150

				3,623,475

Consumer Staples - 9.2%
ACCO Brands Corp. (A), 5.25%, 12/15/24		250,000		232,500
Avon International Operations Inc. (A), 7.875%, 8/15/22		250,000		253,750
B&G Foods Inc., 4.625%, 6/1/21		250,000		248,437
Dean Foods Co. (A) (C), 6.5%, 3/15/23		250,000		230,313
Pilgrim’s Pride Corp. (A), 5.75%, 3/15/25		350,000		326,375
Post Holdings Inc. (A), 5.5%, 3/1/25		250,000		241,875
Simmons Foods Inc. (A) (C), 5.75%, 11/1/24		375,000		275,625

				1,808,875

Energy - 17.5%
American Midstream Partners L.P. / American Midstream Finance Corp. (A), 9.5%, 12/15/21		375,000		367,500
Berry Petroleum Co. LLC (A), 7%, 2/15/26		125,000		123,900
Carrizo Oil & Gas Inc. (C), 6.25%, 4/15/23		375,000		368,437
DCP Midstream Operating L.P., 5.375%, 7/15/25		125,000		126,756
Indigo Natural Resources LLC (A), 6.875%, 2/15/26		250,000		236,250
Jonah Energy LLC / Jonah Energy Finance Corp. (A), 7.25%, 10/15/25		375,000		298,125
Murphy Oil USA Inc., 5.625%, 5/1/27		400,000		390,000
QEP Resources Inc., 5.375%, 10/1/22		300,000		295,500
SM Energy Co. (C), 6.75%, 9/15/26		100,000		100,250
Southern Star Central Corp. (A), 5.125%, 7/15/22		300,000		295,125
Sunoco L.P. / Sunoco Finance Corp. (A), 4.875%, 1/15/23		250,000		240,938
Unit Corp., 6.625%, 5/15/21		600,000		595,500

				3,438,281

Financials - 10.0%
Acrisure LLC / Acrisure Finance Inc. (A), 7%, 11/15/25		250,000		223,125
Donnelley Financial Solutions Inc., 8.25%, 10/15/24		250,000		258,125
Equinix Inc., 5.875%, 1/15/26		250,000		254,375
Jefferies Finance LLC / JFIN Co-Issuer Corp. (A), 7.25%, 8/15/24		250,000		244,375
MPT Operating Partnership L.P. / MPT Finance Corp., 5%, 10/15/27		250,000		234,925
Nationstar Mortgage LLC / Nationstar Capital Corp., 6.5%, 7/1/21		300,000		299,841
Quicken Loans Inc. (A), 5.75%, 5/1/25		250,000		240,937
Solera LLC / Solera Finance Inc. (A), 10.5%, 3/1/24		200,000		217,006

				1,972,709

Health Care - 5.6%
Acadia Healthcare Co. Inc., 5.125%, 7/1/22		250,000		249,375
Avantor Inc. (A), 6%, 10/1/24		300,000		299,250
Bausch Health Cos. Inc. (A) (B), 5.625%, 12/1/21		300,000		295,125
HCA Inc., 5.875%, 2/15/26		250,000		255,625

				1,099,375

Industrials - 16.5%
ADT Corp./The, 3.5%, 7/15/22		150,000		139,125
ARD Finance S.A., 7.125% Cash, 7.875 PIK (B), 7.125%, 9/15/23		300,000		290,812
Avis Budget Car Rental LLC / Avis Budget Finance Inc. (A) (C), 5.25%, 3/15/25		250,000		222,500
Bombardier Inc. (A) (B), 8.75%, 12/1/21		250,000		268,750
DAE Funding LLC (A), 5%, 8/1/24		250,000		243,750
GFL Environmental Inc. (A) (B), 5.375%, 3/1/23		250,000		229,375
Herc Rentals Inc. (A), 7.5%, 6/1/22		210,000		218,400
Mueller Industries Inc., 6%, 3/1/27		250,000		239,375
Nielsen Finance LLC / Nielsen Finance Co. (A), 5%, 4/15/22		340,000		331,075
Prime Security Services Borrower LLC / Prime Finance Inc. (A), 9.25%, 5/15/23		101,000		106,727
Summit Materials LLC / Summit Materials Finance Corp., 8.5%, 4/15/22		250,000		263,750
Tennant Co., 5.625%, 5/1/25		250,000		248,750
TransDigm Inc., 6%, 7/15/22		250,000		251,250
Waste Pro USA Inc. (A), 5.5%, 2/15/26		200,000		189,500

				3,243,139

Information Technology - 0.5%
Alliance Data Systems Corp. (A), 5.875%, 11/1/21		100,000		101,730


Materials - 3.9%
Cornerstone Chemical Co. (A), 6.75%, 8/15/24		250,000		242,813
Rayonier AM Products Inc. (A), 5.5%, 6/1/24		550,000		514,250

				757,063

Real Estate - 2.0%
Iron Mountain Inc., 5.75%, 8/15/24		400,000		392,500


Utilities - 3.6%
AmeriGas Partners L.P./AmeriGas Finance Corp., 5.5%, 5/20/25		250,000		233,750
Calpine Corp., 5.5%, 2/1/24		300,000		272,250
NRG Energy Inc., 6.25%, 5/1/24		200,000		204,176

				710,176

Total Corporate Notes and Bonds
(Cost $18,434,554)				17,981,261
		Shares

SHORT-TERM INVESTMENTS - 14.9%

State Street Institutional U.S. Government Money Market Fund, 2.09%, Premier Class (E)		1,455,106		1,455,106
State Street Navigator Securities Lending Government Money Market Portfolio, 2.19% (D) (E)		1,470,928		1,470,928

Total Short-Term Investments
(Cost $2,926,034)				2,926,034

TOTAL INVESTMENTS - 106.2% (Cost $21,360,588**)				20,907,295
NET OTHER ASSETS AND LIABILITIES - (6.2%)				(1,229,742	)

TOTAL NET ASSETS - 100.0%			$	19,677,553

**		Aggregate cost for Federal tax purposes was $21,360,588.
(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 8.1% of total net assets.
(C)		All or a portion of these securities, with an aggregate fair value of $1,442,721, are on loan as part of a securities lending program. See footnote (D) and Note 9 for details on the securities lending program.
(D)		Represents investments of cash collateral received in connection with securities lending.
(E)		7-day yield.
PIK		Payment in Kind.
PLC		Public Limited Company.

See accompanying Notes to Financial Statements.
	29

Madison Funds | October 31, 2018

Madison Diversified Income Fund Portfolio of Investments

	Shares	Value (Note 2)

COMMON STOCKS - 64.9%

Communication Services - 3.3%
Comcast Corp., Class A	32,000	$	1,220,480
Verizon Communications Inc.	69,500		3,967,755

			5,188,235

Consumer Discretionary - 5.9%
Home Depot Inc./The	10,500		1,846,740
McDonald’s Corp.	16,500		2,918,850
Starbucks Corp.	39,500		2,301,665
TJX Cos. Inc./The	19,700		2,164,636

			9,231,891

Consumer Staples - 8.5%
Diageo PLC, ADR	17,000		2,348,720
Hershey Co./The	10,500		1,125,075
JM Smucker Co./The	9,000		974,880
Nestle S.A., ADR	31,000		2,612,680
PepsiCo Inc.	24,500		2,753,310
Procter & Gamble Co./The	39,000		3,458,520

			13,273,185

Energy - 5.8%
Chevron Corp.	24,800		2,768,920
Exxon Mobil Corp.	51,500		4,103,520
Schlumberger Ltd.	41,500		2,129,365

			9,001,805

Financials - 9.5%
BlackRock Inc.	2,800		1,151,976
Chubb Ltd.	10,500		1,311,555
CME Group Inc.	15,543		2,848,099
Northern Trust Corp.	13,500		1,269,945
Travelers Cos. Inc./The	16,500		2,064,645
US Bancorp	60,500		3,162,335
Wells Fargo & Co.	59,000		3,140,570

			14,949,125

Health Care - 12.7%
Amgen Inc.	10,500		2,024,295
Johnson & Johnson	29,700		4,157,703
Medtronic PLC	45,000		4,041,900
Merck & Co. Inc.	50,000		3,680,500
Novartis AG, ADR	28,800		2,518,848
Pfizer Inc.	81,000		3,487,860

			19,911,106

Industrials - 7.3%
3M Co.	5,500		1,046,430
Emerson Electric Co.	20,000		1,357,600
Fastenal Co.	49,500		2,544,795
Union Pacific Corp.	12,500		1,827,750
United Parcel Service Inc., Class B	24,700		2,631,538
United Technologies Corp.	16,500		2,049,465

			11,457,578

Information Technology - 6.9%
Accenture PLC, Class A	8,500		1,339,770
Analog Devices Inc.	15,000		1,255,650
Automatic Data Processing Inc.	10,000		1,440,800
Cisco Systems Inc.	64,000		2,928,000
Microsoft Corp.	27,500		2,937,275
Texas Instruments Inc.	10,500		974,715

			10,876,210

Materials - 2.5%
Linde PLC	23,500		3,888,545


Utilities - 2.5%

Dominion Energy Inc.	24,000		1,714,080
NextEra Energy Inc.	12,500		2,156,250

			3,870,330

Total Common Stocks
(Cost $76,564,296)			101,648,010

	Par Value

ASSET BACKED SECURITIES - 1.9%
American Express Credit Account Master Trust, Series 2017-1, Class B, 2.1%, 9/15/22	250,000		246,660
BMW Floorplan Master Owner Trust, Series 2018-1, Class A2, (1M LIBOR + 0.320%) (A) (B), 2.6%, 5/15/23	75,000		75,117
CarMax Auto Owner Trust, Series 2017-1, Class A2, 1.54%, 2/18/20	11,833		11,827
CarMax Auto Owner Trust, Series 2018-3, Class A3, 3.13%, 6/15/23	150,000		149,720
Chesapeake Funding II LLC, Series 2017-4A, Class A1 (A), 2.12%, 11/15/29	349,619		344,963
Chesapeake Funding II LLC, Series 2018-1A, Class A1 (A), 3.04%, 4/15/30	250,000		248,907
Chesapeake Funding II LLC, Series 2018-2A, Class A1 (A), 3.23%, 8/15/30	150,000		149,493
Enterprise Fleet Financing LLC, Series 2015-2, Class A3 (A), 2.09%, 2/22/21	256,965		256,194
John Deere Owner Trust, Series 2018-B, Class A3, 3.08%, 11/15/22	150,000		149,522
Santander Drive Auto Receivables Trust, Series 2014-5, Class C, 2.46%, 6/15/20	10,567		10,568
Synchrony Credit Card Master Note Trust, Series 2017-1, Class B, 2.19%, 6/15/23	450,000		441,439
Verizon Owner Trust, Series 2017-1A, Class A (A), 2.06%, 9/20/21	600,000		594,565
Verizon Owner Trust, Series 2018-A, Class A1A, 3.23%, 4/20/23	250,000		249,843

Total Asset Backed Securities
(Cost $2,938,817)			2,928,818

COLLATERALIZED MORTGAGE OBLIGATIONS - 1.1%

Fannie Mae REMICS, Series 2011-31, Class DB, 3.5%, 4/25/31	200,000		199,907
Fannie Mae REMICS, Series 2011-36, Class QB, 4%, 5/25/31	250,000		253,849
Fannie Mae REMICS, Series 2005-79, Class LT, 5.5%, 9/25/35	84,341		90,494
Fannie Mae REMICS, Series 2011-101, Class NC, 2.5%, 4/25/40	212,826		208,918
Fannie Mae REMICS, Series 2016-21, Class BA, 3%, 3/25/42	252,158		248,024
Freddie Mac REMICS, Series 3825, Class CB, 3.5%, 3/15/26	406,565		411,277
Freddie Mac REMICS, Series 3187, Class Z, 5%, 7/15/36	224,809		238,355

Total Collateralized Mortgage Obligations (Cost $1,729,735)			1,650,824
COMMERCIAL MORTGAGE-BACKED SECURITIES - 0.9%
Fannie Mae-Aces, Series 2016-M2, Class X2, IO (B) (C), 1.099%, 1/25/23	3,669,882		129,196
Fannie Mae-Aces, Series 2013-M12, Class APT (B) (C), 2.404%, 3/25/23	323,775		311,282
FHLMC Multifamily Structured Pass Through Certificates, Series KJ17, Class A2, 2.982%, 11/25/25	250,000		243,003
FHLMC Multifamily Structured Pass Through Certificates, Series K066, Class A2, 3.117%, 6/25/27	225,000		215,499
FREMF Mortgage Trust, Series 2012-K708, Class B (A) (B) (C), 3.745%, 2/25/45	300,000		299,864
FREMF Mortgage Trust, Series 2015-K721, Class B (A) (B) (C), 3.565%, 11/25/47	200,000		195,675

Total Commercial Mortgage-Backed Securities (Cost $1,447,021)			1,394,519

CORPORATE NOTES AND BONDS - 12.4%

Communication Services - 0.6%
AT&T Inc., 4.75%, 5/15/46	200,000		172,702
Comcast Corp., 4.15%, 10/15/28	275,000		272,740
Verizon Communications Inc., 4.329%, 9/21/28	431,000		426,395

			871,837
Consumer Discretionary - 2.3%
Advance Auto Parts Inc., 4.5%, 12/1/23	500,000		508,922
Amazon.com Inc., 2.8%, 8/22/24	125,000		119,212
CCO Holdings LLC / CCO Holdings Capital Corp. (A), 5.875%, 5/1/27	200,000		196,500
Charter Communications Operating LLC / Charter Communications Operating Capital Corp., 4.464%, 7/23/22	200,000		202,344
Discovery Communications LLC, 5%, 9/20/37	250,000		233,337
DISH DBS Corp., 6.75%, 6/1/21	100,000		101,000
ERAC USA Finance LLC (A), 6.7%, 6/1/34	45,000		52,733
GameStop Corp. (A) (D), 6.75%, 3/15/21	100,000		100,750
General Motors Financial Co. Inc., 3.2%, 7/6/21	50,000		48,949
GLP Capital L.P. / GLP Financing II Inc., 4.875%, 11/1/20	125,000		126,406
Lennar Corp., 4.75%, 4/1/21	150,000		150,375
Marriott International Inc., 3.125%, 6/15/26	250,000		230,241
McDonald’s Corp., MTN, 4.875%, 12/9/45	300,000		300,102
Newell Brands Inc., 5.5%, 4/1/46	450,000		387,932
Omnicom Group Inc. / Omnicom Capital Inc., 3.6%, 4/15/26	350,000		328,541
Walgreens Boots Alliance Inc., 4.5%, 11/18/34	155,000		145,234
Warner Media LLC, 4.75%, 3/29/21	400,000		410,486

			3,643,064

Consumer Staples - 0.5%
Anheuser-Busch InBev Finance Inc., 4.9%, 2/1/46	250,000		235,498
Bunge Ltd. Finance Corp., 3.25%, 8/15/26	250,000		224,025
Conagra Brands Inc., 4.6%, 11/1/25	250,000		250,424
Tyson Foods Inc., 3.55%, 6/2/27	75,000		69,901

			779,848

See accompanying Notes to Financial Statements.
30

Madison Funds | October 31, 2018

Madison Diversified Income Fund Portfolio of Investments - continued

		Par Value	Value (Note 2)

CORPORATE NOTES AND BONDS - continued

Energy - 2.4%
Antero Resources Corp., 5.625%, 6/1/23	$	150,000	$	150,000
BP Capital Markets PLC (E), 3.119%, 5/4/26		200,000		188,202
ConocoPhillips Co., 4.15%, 11/15/34		129,000		124,908
Enterprise Products Operating LLC, 5.2%, 9/1/20		450,000		463,593
Enterprise Products Operating LLC, 3.75%, 2/15/25		300,000		293,982
Exxon Mobil Corp., 4.114%, 3/1/46		225,000		217,136
Jonah Energy LLC / Jonah Energy Finance Corp. (A), 7.25%, 10/15/25		125,000		99,375
Kinder Morgan Inc., 5.55%, 6/1/45		350,000		350,284
Marathon Oil Corp., 2.7%, 6/1/20		300,000		296,355
Phillips 66, 4.65%, 11/15/34		500,000		489,345
Schlumberger Holdings Corp. (A), 4%, 12/21/25		300,000		296,720
Unit Corp., 6.625%, 5/15/21		135,000		133,987
Valero Energy Corp., 6.625%, 6/15/37		250,000		286,268
Valero Energy Partners L.P., 4.5%, 3/15/28		300,000		295,587

				3,685,742

Financials - 3.4%
Air Lease Corp., 3.75%, 2/1/22		300,000		298,291
Air Lease Corp., 3.625%, 4/1/27		200,000		181,968
American Express Co., 2.5%, 8/1/22		400,000		383,039
Bank of America Corp., MTN, (3M USD LIBOR + 0.930%) (B), 2.816%, 7/21/23		250,000		240,652
Bank of America Corp., MTN, (3M USD LIBOR + 1.090%) (B), 3.093%, 10/1/25		400,000		379,077
Bank of New York Mellon Corp./The, MTN, 2.2%, 8/16/23		400,000		373,351
BB&T Corp., MTN, 2.85%, 10/26/24		200,000		189,172
Capital One Financial Corp., 2.45%, 4/24/19		200,000		199,563
Capital One Financial Corp., 3.3%, 10/30/24		200,000		188,663
Cboe Global Markets Inc., 3.65%, 1/12/27		175,000		165,657
Fifth Third Bancorp. (D), 3.35%, 7/26/21		250,000		248,808
Goldman Sachs Group Inc./The, (3M USD LIBOR + 1.201%) (B), 3.272%, 9/29/25		350,000		331,808
Intercontinental Exchange Inc., 2.35%, 9/15/22		200,000		191,642
JPMorgan Chase & Co., 2.972%, 1/15/23		300,000		290,264
JPMorgan Chase & Co., 2.95%, 10/1/26		350,000		320,719
Morgan Stanley, MTN, 3.875%, 1/27/26		100,000		96,685
Morgan Stanley, 4.3%, 1/27/45		250,000		230,019
Nasdaq Inc., 3.85%, 6/30/26		50,000		47,870
Regions Financial Corp., 3.2%, 2/8/21		250,000		247,830
Regions Financial Corp., 2.75%, 8/14/22		250,000		240,367
Synchrony Financial, 3.7%, 8/4/26		250,000		221,825
ZB NA, 3.5%, 8/27/21		250,000		248,693

				5,315,963

Health Care - 1.2%
AbbVie Inc., 3.75%, 11/14/23		150,000		148,566
CVS Health Corp., 5.125%, 7/20/45		250,000		245,220
Halfmoon Parent Inc. (A), 4.375%, 10/15/28		200,000		195,608
Humana Inc., 2.5%, 12/15/20		300,000		294,127
Shire Acquisitions Investments Ireland DAC (E), 1.9%, 9/23/19		350,000		345,672
UnitedHealth Group Inc., 2.875%, 3/15/23		400,000		388,415
Zoetis Inc., 3%, 9/12/27		350,000		319,727

				1,937,335

Industrials - 0.3%
Masco Corp., 4.375%, 4/1/26		150,000		147,876
Union Pacific Corp., 3.5%, 6/8/23		200,000		199,018
United Rentals North America Inc., 4.625%, 7/15/23		200,000		198,250

				545,144

Information Technology - 1.2%
Analog Devices Inc., 5.3%, 12/15/45		225,000		229,808
Broadridge Financial Solutions Inc., 3.95%, 9/1/20		300,000		301,700
Citrix Systems Inc., 4.5%, 12/1/27		55,000		52,132
Dell International LLC / EMC Corp. (A), 8.35%, 7/15/46		75,000		87,155
Fidelity National Information Services Inc., 3%, 8/15/26		175,000		159,101
Fiserv Inc., 3.8%, 10/1/23		150,000		149,707
Hewlett Packard Enterprise Co., 6.35%, 10/15/45		175,000		171,179
Intel Corp., 3.734%, 12/8/47		272,000		242,496
Oracle Corp., 4%, 7/15/46		325,000		292,837
Thomson Reuters Corp. (E), 4.3%, 11/23/23		225,000		226,914

				1,913,029

Real Estate - 0.5%
Brixmor Operating Partnership L.P., 3.65%, 6/15/24		250,000		240,192
Iron Mountain Inc. (A), 4.875%, 9/15/27		100,000		89,000
Store Capital Corp., 4.5%, 3/15/28		200,000		193,445
Welltower Inc., 4.5%, 1/15/24		200,000		202,610

				725,247

Total Corporate Notes and Bonds
(Cost $20,030,037)				19,417,209

LONG TERM MUNICIPAL BONDS - 2.1%
County of Pasco FL Water & Sewer Revenue, Series B, 6.76%, 10/1/39		500,000		515,320
Los Angeles Department of Water & Power Revenue, 6.166%, 7/1/40		500,000		520,500
Metropolitan Transportation Authority Revenue, 6.548%, 11/15/31		325,000		390,289
New York City Transitional Finance Authority Future Tax Secured Revenue, 6.267%, 8/1/39		500,000		509,925
Northside Independent School District, General Obligation, Series B, (PSF-GTD), 5.741%, 8/15/35		325,000		331,636
Rancho Water District Financing Authority Revenue, (Prerefunded 8/1/20 @ $100), 6.337%, 8/1/40		5,000		5,270
Rancho Water District Financing Authority Revenue, 6.337%, 8/1/40		225,000		236,606
University of Massachusetts Building Authority Revenue, 6.573%, 5/1/39		500,000		508,805
Washington County School District #1 West Union, General Obligation, 4.355%, 6/30/34		200,000		207,188

Total Long Term Municipal Bonds
(Cost $3,268,709)				3,225,539

MORTGAGE BACKED SECURITIES - 6.5%

Fannie Mae - 4.1%
3%, 9/1/30 Pool # 890696		196,384		193,423
3%, 12/1/30 Pool # AL8924		319,565		314,749
7%, 11/1/31 Pool # 607515		6,888		7,487
3.5%, 12/1/31 Pool # MA0919		499,924		496,488
7%, 5/1/32 Pool # 644591		855		873
3.5%, 8/1/32 Pool # MA3098		207,184		207,237
3.5%, 9/1/32 Pool # MA3126		170,562		170,606
5.5%, 10/1/33 Pool # 254904		46,500		49,840
7%, 7/1/34 Pool # 792636		4,736		4,838
4%, 2/1/35 Pool # MA2177		322,122		328,034
5%, 8/1/35 Pool # 829670		42,997		45,452
5%, 9/1/35 Pool # 820347		55,611		58,991
5%, 9/1/35 Pool # 835699		45,025		47,659
3%, 12/1/35 Pool # AS6267		274,362		264,544
5%, 12/1/35 Pool # 850561		16,036		16,954
5.5%, 9/1/36 Pool # 831820		82,124		89,648
6%, 9/1/36 Pool # 831741		26,487		28,445
5.5%, 10/1/36 Pool # 901723		32,041		34,260
5.5%, 12/1/36 Pool # 903059		57,767		61,374
4.5%, 7/1/41 Pool # AB3274		165,694		171,662
5.5%, 7/1/41 Pool # AL6588		151,783		163,029
3.5%, 6/1/42 Pool # AO4134		267,281		262,542
4%, 6/1/42 Pool # MA1087		186,068		187,480
3.5%, 8/1/42 Pool # AP2133		200,447		196,894
3.5%, 8/1/42 Pool # AO8100		161,787		158,919
4%, 10/1/42 Pool # AP7363		339,828		342,395
3%, 2/1/43 Pool # AL3072		284,762		271,990
3%, 2/1/43 Pool # AB8486		303,152		289,341
3%, 2/1/43 Pool # AB8563		183,024		174,643
3%, 3/1/43 Pool # AB8818		296,722		283,169
3.5%, 3/1/43 Pool # AT0310		151,158		148,481
4%, 1/1/45 Pool # MA2145		344,721		345,759
4%, 1/1/45 Pool # AS4257		121,211		121,659
4.5%, 2/1/45 Pool # MA2193		235,347		242,150
3.5%, 12/1/45 Pool # AS6309		155,518		152,037
3%, 1/1/47 Pool # BE0108		227,142		215,532
4%, 7/1/48 Pool # MA3415		244,972		245,090

				6,393,674

Freddie Mac - 2.4%
4.5%, 2/1/25 Pool # J11722		31,310		32,212
4.5%, 5/1/25 Pool # J12247		27,034		27,815
8%, 6/1/30 Pool # C01005		1,063		1,201
6.5%, 1/1/32 Pool # C62333		35,426		39,004
5%, 10/1/39 Pool # G60465		390,260		412,959
3.5%, 11/1/40 Pool # G06168		280,037		275,090
4.5%, 9/1/41 Pool # Q03516		146,393		151,696
4%, 10/1/41 Pool # Q04092		206,345		208,204
3%, 8/1/42 Pool # G08502		254,161		242,767
3%, 9/1/42 Pool # C04233		261,449		249,650
3%, 4/1/43 Pool # V80025		302,887		289,030
3%, 4/1/43 Pool # V80026		298,171		284,529
3.5%, 8/1/44 Pool # Q27927		467,557		458,330
3%, 7/1/45 Pool # G08653		181,827		172,605
3.5%, 8/1/45 Pool # Q35614		341,680		333,946
3%, 10/1/46 Pool # G60722		271,471		257,280
4%, 3/1/47 Pool # Q46801		330,137		331,196

				3,767,514

Ginnie Mae - 0.0%
6.5%, 2/20/29 Pool # 2714		12,663		14,090
6.5%, 4/20/31 Pool # 3068		7,369		8,255

				22,345

Total Mortgage Backed Securities
(Cost $10,673,756)				10,183,533

See accompanying Notes to Financial Statements.
	31

Madison Funds | October 31, 2018

Madison Diversified Income Fund Portfolio of Investments - continued

		Par Value	Value (Note 2)

U.S. GOVERNMENT AND AGENCY OBLIGATIONS - 7.5%

Federal Farm Credit Bank - 0.1%
3.470%, 5/7/24	$	225,000	$	222,472


Federal Home Loan Bank - 0.3%
1.750%, 12/21/23 (F)		400,000		394,581


U.S. Treasury Bonds - 2.1%
6.625%, 2/15/27		860,000		1,080,476
3.750%, 8/15/41		175,000		185,343
3.000%, 5/15/42		500,000		468,633
2.500%, 2/15/45		450,000		379,283
2.500%, 5/15/46		400,000		335,187
2.250%, 8/15/46		450,000		356,537
3.000%, 5/15/47		450,000		416,795
3.000%, 2/15/48		115,000		106,344

				3,328,598


U.S. Treasury Notes - 5.0%
2.625%, 11/15/20		1,600,000		1,591,562
2.000%, 11/15/21		1,000,000		973,008
1.750%, 5/15/22		2,000,000		1,918,906
2.500%, 8/15/23		1,500,000		1,467,422
2.125%, 3/31/24		1,000,000		955,859
1.500%, 8/15/26		500,000		444,629
2.875%, 5/15/28		500,000		488,555

				7,839,941

Total U.S. Government and Agency Obligations (Cost $12,116,999)				11,785,592
		Shares

SHORT-TERM INVESTMENTS - 2.6%

State Street Institutional U.S. Government Money Market Fund, 2.09%, Premier Class (H)		3,674,945		3,674,945
State Street Navigator Securities Lending Government Money Market Portfolio, 2.19% (G) (H)		352,310		352,310

Total Short-Term Investments
(Cost $4,027,255)				4,027,255

TOTAL INVESTMENTS - 99.8% (Cost $132,796,625**)				156,261,299
NET OTHER ASSETS AND LIABILITIES - 0.2%				345,023

TOTAL NET ASSETS - 100.0%			$	156,606,322

**		Aggregate cost for Federal tax purposes was $132,941,661.
(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)		Floating rate or variable rate note. Rate shown is as of October 31, 2018.
(C)		Coupon rate may change based on changes of the underlying collateral or prepayments of principal. The coupon rate shown represents the rate at period end.
(D)		All or a portion of these securities, with an aggregate fair value of $345,518, are on loan as part of a securities lending program. See footnote (G) and Note 9 for details on the securities lending program.
(E)		Notes and bonds, issued by foreign entities, denominated in U.S. dollars. The aggregate of these securities is 0.5% of total net assets.
(F)		Stepped rate security. Rate shown is as of October 31, 2018.
(G)		Represents investments of cash collateral received in connection with securities lending.
(H)		7-day yield.
ADR		American Depositary Receipt.
LIBOR		London Interbank Offered Rate.
MTN		Medium Term Note.
PLC		Public Limited Company.
PSF-GTD		Permanent School Fund Guaranteed.

Madison Covered Call & Equity Income Fund Portfolio of Investments

	Shares	Value (Note 2)


COMMON STOCKS - 80.9%

Communication Services - 5.9%
CenturyLink Inc. (A)	218,000	$	4,499,520
T-Mobile U.S. Inc. * (A)	49,900		3,420,645

			7,920,165

Consumer Discretionary - 6.5%
Discovery Inc., Class C * (A)	36,000		1,055,160
General Motors Co. (A)	75,100		2,747,909
Nordstrom Inc. (A)	52,300		3,439,771
Whirlpool Corp. (A)	13,300		1,459,808

			8,702,648

Consumer Staples - 4.2%
Archer-Daniels-Midland Co. (A)	56,000		2,646,000
JM Smucker Co./The (A)	27,500		2,978,800

			5,624,800

Energy - 12.1%
Apache Corp.	77,700		2,939,391
Baker Hughes, a GE Co. (A)	96,300		2,570,247
Canadian Natural Resources Ltd. (A)	70,000		1,912,400
EOG Resources Inc. (A)	28,000		2,949,520
Range Resources Corp. (A)	202,200		3,204,870
Transocean Ltd. * (A) (B)	250,000		2,752,500

			16,328,928

Financials - 8.9%
Bank of America Corp. (A)	97,800		2,689,500
Citigroup Inc. (A)	40,000		2,618,400
JPMorgan Chase & Co. (A)	27,000		2,943,540
Northern Trust Corp. (A)	25,000		2,351,750
Regions Financial Corp. (A)	81,300		1,379,661

			11,982,851

Health Care - 11.8%
Baxter International Inc. (A)	59,500		3,719,345
Cerner Corp. * (A)	24,300		1,391,904
CVS Health Corp. (A)	48,200		3,489,198
Gilead Sciences Inc. (A)	38,500		2,624,930
McKesson Corp. (A)	10,500		1,309,980
Medtronic PLC (A)	38,000		3,413,160

			15,948,517

Industrials - 3.0%
Delta Air Lines Inc. (A)	42,100		2,304,133
FedEx Corp. (A)	8,000		1,762,720

			4,066,853

Information Technology - 14.7%
Alphabet Inc., Class C * (A)	4,100		4,414,757
First Data Corp., Class A * (A)	206,000		3,860,440
Microsoft Corp. (A)	43,800		4,678,278
QUALCOMM Inc. (A)	58,800		3,697,932
Xilinx Inc. (A)	36,000		3,073,320

			19,724,727

Materials - 10.0%
Alcoa Corp. * (A)	93,700		3,278,563
DowDuPont Inc. (A)	23,000		1,240,160
Freeport-McMoRan Inc.	290,900		3,388,985
Newmont Mining Corp. (A)	90,200		2,788,984
Steel Dynamics Inc. (A)	70,000		2,772,000

			13,468,692

Utilities - 3.8%
AES Corp. (A)	173,200		2,525,256
Sempra Energy (A)	23,500		2,587,820

			5,113,076

Total Common Stocks
(Cost $125,688,419)			108,881,257

EXCHANGE TRADED FUNDS - 4.3%
Invesco DB Gold Fund *	100,000		3,821,000
VanEck Vectors Gold Miners ETF	103,600		1,961,148

Total Exchange Traded Funds
(Cost $6,472,306)			5,782,148

SHORT-TERM INVESTMENTS - 17.4%

State Street Institutional U.S. Government Money Market Fund, 2.09%, Premier Class (D)	22,084,145		22,084,145
State Street Navigator Securities Lending Government Money Market Portfolio, 2.19% (C) (D)	1,406,250		1,406,250

Total Short-Term Investments
(Cost $23,490,395)			23,490,395

TOTAL INVESTMENTS - 102.6% (Cost $155,651,120**)			138,153,800
TOTAL CALL OPTIONS WRITTEN - (1.7%)			(2,272,021	)
NET OTHER ASSETS AND LIABILITIES - (0.9%)			(1,244,340	)

TOTAL NET ASSETS - 100.0%		$	134,637,439

*		Non-income producing.
**		Aggregate cost for Federal tax purposes was $157,681,978.
(A)		All or a portion of these securities’ positions, with a fair value of $84,716,462, represent covers (directly or through conversion rights) for outstanding options written.
(B)		All or a portion of these securities, with an aggregate fair value of $1,410,810, are on loan as part of a securities lending program. See footnote (C) and Note 9 for details on the securities lending program.
(C)		Represents investments of cash collateral received in connection with securities lending.
(D)		7-day yield.
ETF		Exchange Traded Fund.
PLC		Public Limited Company.

See accompanying Notes to Financial Statements.
32

Madison Funds | October 31, 2018

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

Written Option Contracts Outstanding at October 31, 2018

Description	Exercise Price		Expiration Date		Number of Contracts			Notional Amount			Fair Value			Premiums (Received)			Unrealized Appreciation (Depreciation)

Call Options Written
AES Corp.	$	14.00		11/16/2018		(1,300	)	$	(1,820,000	)	$	(100,750	)	$	(37,655	)	$	(63,095	)
AES Corp.		15.00		12/21/2018		(432	)		(648,000	)		(17,280	)		(21,252	)		3,972
Alcoa Corp.		40.00		12/21/2018		(500	)		(2,000,000	)		(36,250	)		(87,992	)		51,742
Alcoa Corp.		42.00		01/18/2019		(437	)		(1,835,400	)		(38,237	)		(77,211	)		38,974
Alphabet Inc., Class C		1,115.00		12/21/2018		(8	)		(892,000	)		(22,720	)		(19,431	)		(3,289	)
Alphabet Inc., Class C		1,180.00		01/18/2019		(33	)		(3,894,000	)		(55,110	)		(91,868	)		36,758
Archer-Daniels-Midland Co.		50.00		11/16/2018		(240	)		(1,200,000	)		(11,040	)		(22,451	)		11,411
Archer-Daniels-Midland Co.		50.00		12/21/2018		(260	)		(1,300,000	)		(17,420	)		(42,495	)		25,075
Archer-Daniels-Midland Co.		50.00		01/18/2019		(17	)		(85,000	)		(1,581	)		(2,028	)		447
Baker Hughes, a GE Co.		32.50		01/18/2019		(500	)		(1,625,000	)		(17,500	)		(52,422	)		34,922
Bank of America Corp.		28.00		12/21/2018		(500	)		(1,400,000	)		(44,500	)		(36,782	)		(7,718	)
Baxter International Inc.		72.50		11/16/2018		(216	)		(1,566,000	)		(1,512	)		(31,226	)		29,714
Baxter International Inc.		70.00		12/21/2018		(254	)		(1,778,000	)		(8,128	)		(39,704	)		31,576
Baxter International Inc.		72.50		01/18/2019		(125	)		(906,250	)		(3,687	)		(19,472	)		15,785
CenturyLink Inc.		21.00		11/16/2018		(704	)		(1,478,400	)		(59,840	)		(39,604	)		(20,236	)
CenturyLink Inc.		22.00		11/16/2018		(1,175	)		(2,585,000	)		(51,700	)		(66,847	)		15,147
CenturyLink Inc.		23.00		01/18/2019		(301	)		(692,300	)		(13,545	)		(21,454	)		7,909
Cerner Corp.		62.50		01/18/2019		(222	)		(1,387,500	)		(19,980	)		(27,089	)		7,109
Cerner Corp.		67.50		01/18/2019		(21	)		(141,750	)		(367	)		(2,966	)		2,599
Citigroup Inc.		67.50		12/21/2018		(400	)		(2,700,000	)		(65,200	)		(63,525	)		(1,675	)
CVS Health Corp.		75.00		11/16/2018		(130	)		(975,000	)		(17,095	)		(20,746	)		3,651
CVS Health Corp.		77.50		12/21/2018		(352	)		(2,728,000	)		(50,688	)		(66,691	)		16,003
Delta Air Lines Inc.		55.00		12/21/2018		(211	)		(1,160,500	)		(46,525	)		(32,237	)		(14,288	)
Delta Air Lines Inc.		55.00		01/18/2019		(210	)		(1,155,000	)		(59,535	)		(43,865	)		(15,670	)
Discovery Inc., Class C		32.50		01/18/2019		(360	)		(1,170,000	)		(31,500	)		(33,998	)		2,498
DowDuPont Inc.		55.00		12/21/2018		(230	)		(1,265,000	)		(52,095	)		(42,180	)		(9,915	)
EOG Resources Inc.		125.00		01/18/2019		(200	)		(2,500,000	)		(17,300	)		(66,844	)		49,544
FedEx Corp.		230.00		11/16/2018		(80	)		(1,840,000	)		(14,640	)		(17,207	)		2,567
First Data Corp.		25.00		11/16/2018		(470	)		(1,175,000	)		(1,175	)		(39,463	)		38,288
First Data Corp.		25.00		12/21/2018		(640	)		(1,600,000	)		(1,600	)		(36,758	)		35,158
General Motors Co.		35.00		12/21/2018		(400	)		(1,400,000	)		(104,800	)		(35,634	)		(69,166	)
General Motors Co.		37.00		01/18/2019		(351	)		(1,298,700	)		(65,812	)		(36,755	)		(29,057	)
Gilead Sciences Inc.		75.00		11/16/2018		(262	)		(1,965,000	)		(8,122	)		(54,748	)		46,626
Gilead Sciences Inc.		80.00		01/18/2019		(123	)		(984,000	)		(7,933	)		(28,357	)		20,424
JM Smucker Co./The		110.00		12/21/2018		(75	)		(825,000	)		(27,000	)		(25,782	)		(1,218	)
JM Smucker Co./The		110.00		01/18/2019		(200	)		(2,200,000	)		(87,000	)		(56,166	)		(30,834	)
McKesson Corp.		130.00		12/21/2018		(105	)		(1,365,000	)		(31,238	)		(23,051	)		(8,187	)
Medtronic PLC		95.00		12/21/2018		(230	)		(2,185,000	)		(28,865	)		(48,992	)		20,127
Medtronic PLC		97.50		12/21/2018		(150	)		(1,462,500	)		(10,500	)		(27,835	)		17,335
Microsoft Corp.		115.00		12/21/2018		(198	)		(2,277,000	)		(25,146	)		(41,420	)		16,274
Microsoft Corp.		120.00		12/21/2018		(180	)		(2,160,000	)		(8,910	)		(43,263	)		34,353
Newmont Mining Corp.		34.00		12/21/2018		(143	)		(486,200	)		(6,149	)		(12,007	)		5,858
Nordstrom Inc.		65.00		01/18/2019		(523	)		(3,399,500	)		(291,573	)		(108,263	)		(183,310	)
Northern Trust Corp.		95.00		11/16/2018		(125	)		(1,187,500	)		(21,563	)		(21,120	)		(443	)
Northern Trust Corp.		100.00		01/18/2019		(125	)		(1,250,000	)		(24,063	)		(22,079	)		(1,984	)
QUALCOMM Inc.		67.50		11/16/2018		(588	)		(3,969,000	)		(41,160	)		(86,932	)		45,772
Range Resources Corp.		19.00		11/16/2018		(500	)		(950,000	)		(3,750	)		(21,079	)		17,329
Range Resources Corp.		20.00		12/21/2018		(900	)		(1,800,000	)		(18,000	)		(48,976	)		30,976
Range Resources Corp.		20.00		01/18/2019		(622	)		(1,244,000	)		(21,770	)		(41,779	)		20,009
Regions Financial Corp.		17.00		12/21/2018		(60	)		(102,000	)		(4,350	)		(3,238	)		(1,112	)
Sempra Energy		120.00		01/18/2019		(235	)		(2,820,000	)		(17,038	)		(50,768	)		33,730
Steel Dynamics Inc.		40.00		12/21/2018		(350	)		(1,400,000	)		(68,250	)		(58,192	)		(10,058	)
T-Mobile U.S. Inc.		70.00		11/16/2018		(219	)		(1,533,000	)		(21,243	)		(28,329	)		7,086
T-Mobile U.S. Inc.		72.50		01/18/2019		(280	)		(2,030,000	)		(56,560	)		(71,569	)		15,009
Transocean Ltd.		15.00		01/18/2019		(797	)		(1,195,500	)		(11,557	)		(63,444	)		51,887
Whirlpool Corp.		110.00		11/16/2018		(33	)		(363,000	)		(9,719	)		(12,506	)		2,787
Whirlpool Corp.		115.00		12/21/2018		(100	)		(1,150,000	)		(26,750	)		(23,515	)		(3,235	)
Xilinx Inc.		77.50		11/16/2018		(180	)		(1,395,000	)		(164,700	)		(39,593	)		(125,107	)
Xilinx Inc.		77.50		12/21/2018		(180	)		(1,395,000	)		(180,000	)		(55,174	)		(124,826	)

Total Options Written, at Value											$	(2,272,021	)	$	(2,394,029	)	$	122,008

See accompanying Notes to Financial Statements.
	33

Madison Funds | October 31, 2018

Madison Dividend Income Fund Portfolio of Investments

	Shares	Value (Note 2)


COMMON STOCKS - 96.3%

Communication Services - 5.0%
Comcast Corp., Class A	34,000	$	1,296,760
Verizon Communications Inc.	74,000		4,224,660

			5,521,420

Consumer Discretionary - 8.8%
Home Depot Inc./The	11,000		1,934,680
McDonald’s Corp.	17,500		3,095,750
Starbucks Corp.	43,000		2,505,610
TJX Cos. Inc./The	20,800		2,285,504

			9,821,544

Consumer Staples - 12.6%
Diageo PLC, ADR	17,500		2,417,800
Hershey Co./The	11,000		1,178,650
JM Smucker Co./The	10,000		1,083,200
Nestle S.A., ADR	33,000		2,781,240
PepsiCo Inc.	25,800		2,899,404
Procter & Gamble Co./The	41,500		3,680,220

			14,040,514

Energy - 8.5%
Chevron Corp.	26,500		2,958,725
Exxon Mobil Corp.	52,500		4,183,200
Schlumberger Ltd.	45,000		2,308,950

			9,450,875

Financials - 14.1%
BlackRock Inc.	3,000		1,234,260
Chubb Ltd.	11,500		1,436,465
CME Group Inc.	16,200		2,968,488
Northern Trust Corp.	14,500		1,364,015
Travelers Cos. Inc./The	17,000		2,127,210
U.S. Bancorp	64,000		3,345,280
Wells Fargo & Co.	61,500		3,273,645

			15,749,363

Health Care - 18.7%
Amgen Inc.	11,000		2,120,690
Johnson & Johnson	31,200		4,367,688
Medtronic PLC	47,000		4,221,540
Merck & Co. Inc.	52,500		3,864,525
Novartis AG, ADR	30,000		2,623,800
Pfizer Inc.	85,000		3,660,100

			20,858,343

Industrials - 10.9%
3M Co.	6,000		1,141,560
Emerson Electric Co.	21,000		1,425,480
Fastenal Co.	52,000		2,673,320
Union Pacific Corp.	13,500		1,973,970
United Parcel Service Inc., Class B	26,000		2,770,040
United Technologies Corp.	17,500		2,173,675

			12,158,045

Information Technology - 10.4%
Accenture PLC, Class A	9,500		1,497,390
Analog Devices Inc.	15,000		1,255,650
Automatic Data Processing Inc.	10,000		1,440,800
Cisco Systems Inc.	68,500		3,133,875
Microsoft Corp.	29,500		3,150,895
Texas Instruments Inc.	11,500		1,067,545

			11,546,155

Materials - 3.6%
Linde PLC	24,000		3,971,280


Utilities - 3.7%
Dominion Energy Inc.	25,500		1,821,210
NextEra Energy Inc.	13,500		2,328,750

			4,149,960

Total Common Stocks
(Cost $91,667,025)			107,267,499

SHORT-TERM INVESTMENTS - 3.7%
State Street Institutional U.S. Government Money Market Fund, 2.09%, Premier Class (A)	4,139,265		4,139,265


Total Short-Term Investments
(Cost $4,139,265)			4,139,265

TOTAL INVESTMENTS - 100.0% (Cost $95,806,290**)			111,406,764
NET OTHER ASSETS AND LIABILITIES - 0.0%			49,890

TOTAL NET ASSETS - 100.0%		$	111,456,654

**		Aggregate cost for Federal tax purposes was $95,849,283.
(A)		7-day yield.
ADR		American Depositary Receipt.
PLC		Public Limited Company.

Madison Large Cap Value Fund Portfolio of Investments

	Shares	Value (Note 2)

COMMON STOCKS - 96.7%

Communication Services - 6.2%
CenturyLink Inc.	196,000	$	4,045,440
Verizon Communications Inc.	22,000		1,255,980

			5,301,420

Consumer Discretionary - 4.1%
Discovery Inc., Class C *	118,000		3,458,580


Consumer Staples - 8.0%
Archer-Daniels-Midland Co.	93,000		4,394,250
Procter & Gamble Co./The	27,000		2,394,360

			6,788,610

Energy - 13.0%
Chevron Corp.	8,000		893,200
EOG Resources Inc.	40,000		4,213,600
Murphy Oil Corp.	54,000		1,720,440
Range Resources Corp.	147,000		2,329,950
Transocean Ltd. * (A)	166,000		1,827,660

			10,984,850

Financials - 14.4%
Bank of America Corp.	121,000		3,327,500
Bank of New York Mellon Corp./The	18,500		875,605
JPMorgan Chase & Co.	36,500		3,979,230
Regions Financial Corp.	66,000		1,120,020
US Bancorp	56,000		2,927,120

			12,229,475

Health Care - 16.5%
Baxter International Inc.	54,000		3,375,540
Eli Lilly & Co.	39,500		4,283,380
Humana Inc.	7,000		2,242,870
Medtronic PLC	45,500		4,086,810

			13,988,600

Industrials - 5.6%
Jacobs Engineering Group Inc.	63,000		4,730,670


Information Technology - 4.3%
First Data Corp., Class A *	195,000		3,654,300


Materials - 8.6%
Cleveland-Cliffs Inc. *	341,000		3,669,160
DowDuPont Inc.	21,000		1,132,320
Vale S.A., ADR	166,000		2,506,600

			7,308,080

Real Estate - 1.6%
Boston Properties Inc., REIT	11,000		1,328,360


Utilities - 14.4%
AES Corp.	336,000		4,898,880
NRG Energy Inc.	104,000		3,763,760
Sempra Energy	32,200		3,545,863

			12,208,503
Total Common Stocks
(Cost $72,689,760)			81,981,448


SHORT-TERM INVESTMENTS - 6.6%
State Street Institutional U.S. Government Money Market Fund, 2.09%, Premier Class (C)	4,929,067		4,929,067
State Street Navigator Securities Lending Government Money Market Portfolio, 2.19% (B) (C)	630,788		630,788


Total Short-Term Investments
(Cost $5,559,855)			5,559,855


TOTAL INVESTMENTS - 103.3% (Cost $78,249,615**)			87,541,303
NET OTHER ASSETS AND LIABILITIES - (3.3%)			(2,761,482	)

TOTAL NET ASSETS - 100.0%		$	84,779,821

*		Non-income producing.
**		Aggregate cost for Federal tax purposes was $78,302,984.
(A)		All or a portion of these securities, with an aggregate fair value of $1,791,107, are on loan as part of a securities lending program. See footnote (B) and Note 9 for details on the securities lending program.
(B)		Represents investments of cash collateral received in connection with securities lending.
(C)		7-day yield.
ADR		American Depositary Receipt.
PLC		Public Limited Company.
REIT		Real Estate Investment Trust.

See accompanying Notes to Financial Statements.
34

Madison Funds | October 31, 2018

Madison Investors Fund Portfolio of Investments

	Shares		Value (Note 2)

COMMON STOCKS - 94.8%

Consumer Discretionary - 19.0%
Booking Holdings Inc. *	4,229	$	7,927,599
CarMax Inc. *	144,433		9,808,445
Dollar Tree Inc. *	123,868		10,442,072
Omnicom Group Inc.	82,606		6,139,278
Starbucks Corp.	163,663		9,536,643
TJX Cos. Inc./The	109,694		12,053,177

			55,907,214

Consumer Staples - 2.0%
JM Smucker Co./The	55,600		6,022,592


Financials - 14.2%
Berkshire Hathaway Inc., Class B *	56,256		11,548,232
Brookfield Asset Management Inc., Class A	264,145		10,763,909
Charles Schwab Corp./The	93,380		4,317,891
US Bancorp	287,811		15,043,881

			41,673,913

Health Care - 15.6%
Danaher Corp.	99,677		9,907,894
Henry Schein Inc. *	140,192		11,635,936
Johnson & Johnson	51,636		7,228,523
Novartis AG, ADR	141,087		12,339,469
Varian Medical Systems Inc. *	38,475		4,592,761

			45,704,583

Industrials - 10.4%
Copart Inc. *	124,128		6,071,101
Jacobs Engineering Group Inc.	218,149		16,380,808
PACCAR Inc.	142,438		8,148,878

			30,600,787

Information Technology - 21.7%
Accenture PLC, Class A	35,423		5,583,373
Alphabet Inc., Class C *	9,781		10,531,887
Analog Devices Inc.	73,217		6,128,995
CDW Corp.	98,963		8,907,660
Cognizant Technology Solutions Corp., Class A	131,665		9,088,835
Oracle Corp.	123,331		6,023,486
TE Connectivity Ltd.	118,152		8,911,024
Visa Inc., Class A	62,967		8,680,001

			63,855,261
Materials - 8.1%
Linde PLC	58,327		9,651,369
PPG Industries Inc.	135,376		14,226,664

			23,878,033

Real Estate - 3.8%
American Tower Corp.	70,924		11,050,668

Total Common Stocks
(Cost $211,310,016)			278,693,051

SHORT-TERM INVESTMENTS - 5.2%
State Street Institutional U.S. Government Money Market Fund, 2.09%, Premier Class (A)	15,147,837		15,147,837

Total Short-Term Investments
(Cost $15,147,837)			15,147,837

TOTAL INVESTMENTS - 100.0%
(Cost $226,457,853**)			293,840,888
NET OTHER ASSETS AND LIABILITIES - 0.0%			62,692

TOTAL NET ASSETS - 100.0%		$	293,903,580

*		Non-income producing.
**		Aggregate cost for Federal tax purposes was $226,556,508.
(A)		7-day yield.
ADR		American Depositary Receipt.
PLC		Public Limited Company.

Madison Mid Cap Fund Portfolio of Investments

	Shares	Value (Note 2)

COMMON STOCKS - 92.9%

Consumer Discretionary - 30.3%

Household Durables - 2.6%
Mohawk Industries Inc. *	88,836	$	11,080,514


Media - 9.9%
Liberty Broadband Corp., Class C *	250,957		20,811,864
Liberty Global PLC, Series C *	349,883		8,761,070
Omnicom Group Inc.	171,537		12,748,630

			42,321,564

Multiline Retail - 4.5%
Dollar Tree Inc. *	225,044		18,971,209


Specialty Retail - 13.3%
CarMax Inc. *	237,252		16,111,783
Floor & Decor Holdings Inc. *	201,692		5,159,281
O’Reilly Automotive Inc. *	51,786		16,610,360
Ross Stores Inc.	101,110		10,009,890
TJX Cos. Inc./The	80,930		8,892,589

			56,783,903

			129,157,190


Consumer Staples - 0.8%
Brown-Forman Corp., Class B	76,953		3,566,002


Energy - 0.9%
Oceaneering International Inc. *	193,969		3,673,773


Financials - 22.5%
Arch Capital Group Ltd. *	793,077		22,499,595
Brookfield Asset Management Inc., Class A	386,269		15,740,462
Brown & Brown Inc.	605,269		17,056,480
Glacier Bancorp Inc.	235,371		9,979,730
Markel Corp. *	18,113		19,801,856
WR Berkley Corp.	143,355		10,880,645

			95,958,768

Health Care - 7.3%
Henry Schein Inc. *	200,728		16,660,424
Laboratory Corp. of America Holdings *	90,021		14,452,872

			31,113,296

Industrials - 13.0%
Copart Inc. *	265,815		13,001,012
Expeditors International of Washington Inc.	238,631		16,031,231
Fastenal Co.	207,977		10,692,097
IHS Markit Ltd. *	297,646		15,635,344

			55,359,684

Information Technology - 9.1%
Alliance Data Systems Corp.	38,837		8,007,413
Amphenol Corp., Class A	92,816		8,307,032
CDW Corp.	248,505		22,367,935

			38,682,380

Materials - 6.3%
Axalta Coating Systems Ltd. *	463,708		11,444,313
Crown Holdings Inc. *	198,987		8,415,160
NewMarket Corp.	17,835		6,883,597

			26,743,070

Real Estate - 2.7%
Crown Castle International Corp.	106,283		11,557,213


Total Common Stocks
(Cost $281,753,711)			395,811,376


SHORT-TERM INVESTMENTS - 7.5%
State Street Institutional U.S. Government Money Market Fund, 2.09%, Premier Class (A)	32,008,389		32,008,389

Total Short-Term Investments
(Cost $32,008,389)			32,008,389

TOTAL INVESTMENTS - 100.4%
(Cost $313,762,100**)			427,819,765
NET OTHER ASSETS AND LIABILITIES - (0.4%)			(1,807,992

TOTAL NET ASSETS - 100.0%		$	426,011,773

*		Non-income producing.
**		Aggregate cost for Federal tax purposes was $313,763,239.
(A)		7-day yield.
PLC		Public Limited Company.

See accompanying Notes to Financial Statements.
	35

Madison Funds | October 31, 2018

Madison Small Cap Fund Portfolio of Investments

	Shares	Value (Note 2)

COMMON STOCKS - 97.4%

Consumer Discretionary - 5.3%
Cato Corp./The, Class A	12,433	$	239,708
Cooper Tire & Rubber Co.	11,220		346,586
Gentherm Inc. *	11,940		521,061
Helen of Troy Ltd. *	2,786		345,798
Nutrisystem Inc.	9,030		321,107
TRI Pointe Group Inc. *	40,244		478,904

			2,253,164

Consumer Staples - 3.0%
C&C Group PLC	179,112		665,418
Cranswick PLC	16,197		598,317

			1,263,735

Energy - 4.7%
Dorian LPG Ltd. *	33,916		269,632
Era Group Inc. *	17,944		203,126
Resolute Energy Corp. * (A)	18,368		511,182
Scorpio Tankers Inc.	141,833		253,881
SEACOR Holdings Inc. *	10,360		497,177
SEACOR Marine Holdings Inc. *	14,912		272,591

			2,007,589

Financials - 20.0%
1st Source Corp.	9,231		430,072
Banc of California Inc.	39,864		635,831
FCB Financial Holdings Inc., Class A *	5,424		212,241
First Busey Corp.	21,829		609,466
First Midwest Bancorp Inc.	48,638		1,116,729
Flushing Financial Corp.	24,631		558,877
Great Western Bancorp Inc.	21,400		784,310
International Bancshares Corp.	19,554		756,740
Kemper Corp.	7,665		576,331
MB Financial Inc.	22,401		994,380
Northwest Bancshares Inc.	58,335		941,527
Solar Capital Ltd.	18,405		379,143
Union Bankshares Corp.	16,550		565,017

			8,560,664

Health Care - 4.3%
Allscripts Healthcare Solutions Inc. *	69,674		829,817
AMN Healthcare Services Inc. *	5,921		299,721
CorVel Corp. *	7,546		437,366
Natus Medical Inc. *	9,169		273,970

			1,840,874
Industrials - 33.7%
Aerospace & Defense - 1.6%
Astronics Corp. *	8,048		234,666
Cubic Corp.	6,778		444,705

			679,371

Air Freight & Logistics - 1.4%
Forward Air Corp.	9,998		599,780


Building Products - 2.6%
American Woodmark Corp. *	7,740		467,806
Tyman PLC	178,327		632,527

			1,100,333

Commercial Services & Supplies - 4.5%
ACCO Brands Corp.	59,987		484,095
Matthews International Corp., Class A	10,949		455,697
SP Plus Corp. *	15,648		500,110
Steelcase Inc., Class A	29,028		481,865

			1,921,767

Construction & Engineering - 0.7%
Primoris Services Corp.	14,352		303,832


Electrical Equipment - 1.8%
Thermon Group Holdings Inc. *	34,743		749,754


Machinery - 12.0%
Albany International Corp., Class A	11,877		831,152
CIRCOR International Inc.	10,114		328,806
ESCO Technologies Inc.	15,562		952,706
Luxfer Holdings PLC	32,238		744,053
Mueller Industries Inc.	38,811		945,048
TriMas Corp. *	44,715		1,316,857

			5,118,622

Professional Services - 7.8%
Forrester Research Inc.	19,370		780,224
FTI Consulting Inc. *	4,954		342,371
Huron Consulting Group Inc. *	14,431		786,345
ICF International Inc.	6,279		462,386
Mistras Group Inc. *	25,515		507,748
Navigant Consulting Inc.	21,220		458,352

			3,337,426

Trading Companies & Distributors - 1.3%
GATX Corp.	7,501		562,050


Information Technology - 6.8%
Belden Inc.	19,545		1,056,407
CTS Corp.	18,024		481,060
ScanSource Inc. *	9,034		351,242
WNS Holdings Ltd., ADR *	20,377		1,022,722

			2,911,431

Materials - 8.1%
Greif Inc., Class A	16,061		759,685
Neenah Inc.	7,962		640,623
Orion Engineered Carbons S.A.	32,389		835,960
Sensient Technologies Corp.	13,565		879,826
Stepan Co.	4,140		341,923

			3,458,017

Real Estate - 9.9%
Alexander & Baldwin Inc., REIT	31,430		614,142
Corporate Office Properties Trust, REIT	25,187		650,832
DiamondRock Hospitality Co., REIT	41,383		432,452
Physicians Realty Trust, REIT	42,700		707,966
PotlatchDeltic Corp., REIT	18,452		668,885
Ramco-Gershenson Properties Trust, REIT	56,885		755,433
Summit Hotel Properties Inc., REIT	35,369		407,451

			4,237,161

Utilities - 1.6%
New Jersey Resources Corp.	7,695		347,044
Spire Inc.	4,779		346,860

			693,904

Total Common Stocks
(Cost $31,748,300)			41,599,474

SHORT-TERM INVESTMENTS - 4.5%
State Street Institutional U.S. Government Money Market Fund, 2.09%, Premier Class (C)	1,426,029		1,426,029
State Street Navigator Securities Lending Government Money Market Portfolio, 2.19% (B) (C)	508,500		508,500

Total Short-Term Investments
(Cost $1,934,529)			1,934,529

TOTAL INVESTMENTS - 101.9% (Cost $33,682,829**)			43,534,003
NET OTHER ASSETS AND LIABILITIES - (1.9%)			(817,909	)

TOTAL NET ASSETS - 100.0%		$	42,716,094

*		Non-income producing.
**		Aggregate cost for Federal tax purposes was 34,567,345.
(A)		All or a portion of these securities, with an aggregate fair value of $500,940, are on loan as part of a securities lending program. See footnote (B) and Note 9 for details on the securities lending program.
(B)		Represents investments of cash collateral received in connection with securities lending.
(C)		7-day yield.
ADR		American Depositary Receipt.
PLC		Public Limited Company.
REIT		Real Estate Investment Trust.

See accompanying Notes to Financial Statements.
36

Madison Funds | October 31, 2018

Madison International Stock Fund Portfolio of Investments

	Shares	Value (Note 2)

COMMON STOCKS - 92.5%

Australia - 1.7%
BHP Billiton PLC	17,003	$	339,560


Belgium - 1.3%
Anheuser-Busch InBev S.A.	3,395		250,486


Brazil - 0.9%
Cielo S.A.	51,800		183,732


Canada - 6.2%
Canadian National Railway Co.	2,480		212,009
National Bank of Canada	5,100		231,514
Rogers Communications Inc., Class B	6,900		355,312
Suncor Energy Inc.	12,780		428,702

			1,227,537

Denmark - 1.3%
Carlsberg AS, Class B	2,401		264,854


Finland - 2.7%
Nordea Bank Abp	30,287		263,414
Sampo Oyj, Class A	6,100		280,927

			544,341

France - 10.5%
Air Liquide S.A.	1,626		197,061
Capgemini SE	2,648		323,920
Cie de Saint-Gobain	4,676		176,048
Cie Generale des Etablissements Michelin	1,647		169,273
Safran S.A.	3,236		418,023
Societe Generale S.A.	4,873		179,270
Vinci S.A. (A)	3,444		307,699
Vivendi S.A.	13,413		324,202

			2,095,496

Germany - 3.6%
Fresenius SE & Co. KGaA	2,690		171,476
SAP SE	5,165		553,774

			725,250

Hong Kong - 0.4%
Techtronic Industries Co. Ltd.	16,500		77,219


India - 1.2%
ICICI Bank Ltd., ADR	24,850		235,826


Ireland - 5.3%
Medtronic PLC	5,680		510,177
Ryanair Holdings PLC, ADR *	2,557		211,720
Shire PLC	5,743		343,582

			1,065,479

Israel - 0.7%
Bank Leumi Le-Israel BM	23,117		144,301


Japan - 13.5%
Daiwa House Industry Co. Ltd.	15,096		456,084
Don Quijote Holdings Co. Ltd. (A)	9,200		551,176
Kao Corp.	3,410		227,595
KDDI Corp.	10,000		249,435
Makita Corp.	6,900		238,796
Nexon Co. Ltd. *	19,200		218,826
Shin-Etsu Chemical Co. Ltd.	2,400		201,406
Sumitomo Mitsui Financial Group Inc.	8,800		344,248
Yamaha Corp.	4,800		211,636

			2,699,202

Luxembourg - 0.9%
Tenaris S.A.	11,977		178,186


Netherlands - 3.0%
ABN AMRO Group N.V. (B)	8,964		220,322
Wolters Kluwer N.V.	6,484		368,380

			588,702

Norway - 2.8%
Equinor ASA	9,850		256,246
Telenor ASA	16,820		308,574

			564,820

Singapore - 2.1%
DBS Group Holdings Ltd.	15,940		269,973
NetLink NBN Trust	256,500		144,439

			414,412

Spain - 1.5%
Red Electrica Corp. S.A.	14,510		300,756


Sweden - 2.9%
Assa Abloy AB, Class B	19,871		396,285
Epiroc AB, Class A *	20,947		183,944

			580,229

Switzerland - 7.2%
Ferguson PLC	6,551		442,371
Julius Baer Group Ltd. *	4,578		209,275
Novartis AG	8,846		775,030

			1,426,676

Taiwan - 1.1%
Taiwan Semiconductor Manufacturing Co. Ltd., ADR	5,600		213,360


United Kingdom - 21.7%
Aon PLC	3,260		509,147
British American Tobacco PLC	9,280		402,527
Compass Group PLC	20,333		400,240
Diageo PLC	6,181		213,986
Howden Joinery Group PLC	27,538		165,119
Informa PLC	25,799		235,319
Melrose Industries PLC	83,745		180,528
Prudential PLC	30,497		612,201
RELX PLC	16,963		336,073
Royal Dutch Shell PLC, Class A	20,937		669,176
RSA Insurance Group PLC	27,456		198,072
Unilever PLC	7,749		410,701

			4,333,089

Total Common Stocks
(Cost $14,850,629)			18,453,513

PREFERRED STOCK - 0.9%

Germany - 0.9%
Volkswagen AG	997		167,988

Total Preferred Stocks
(Cost $213,746)			167,988

SHORT-TERM INVESTMENTS - 10.6%
State Street Institutional U.S. Government Money Market Fund, 2.09%, Premier Class (D)	1,246,372		1,246,372
State Street Navigator Securities Lending Government Money Market Portfolio, 2.19% (C) (D)	859,082		859,082

Total Short-Term Investments
(Cost $2,105,454 )			2,105,454

TOTAL INVESTMENTS - 103.9% (Cost $17,169,829)			20,726,955
NET OTHER ASSETS AND LIABILITIES - (3.9%)			(773,608	)

TOTAL NET ASSETS - 100.0%		$	19,953,347

*		Non-income producing.
**		Aggregate cost for Federal tax purposes was $17,418,570.
(A)		All or a portion of these securities, with an aggregate fair value of $818,249, are on loan as part of a securities lending program. See footnote (C) and Note 9 for details on the securities lending program.
(B)		Security sold within terms of a private placement memorandum exempt from registration under section 144A of the Securities Act of 1933, as amended, and may be sold only to dealers in that program or other “qualified institutional investors.”
(C)		Represents investments of cash collateral received in connection with securities lending.
(D)		7-day yield.
ADR		American Depositary Receipt.
PLC		Public Limited Company.

SECTOR ALLOCATION AS A PERCENTAGE OF NET ASSETS AS OF 10/31/18		��
Communication Services		6.8%
Consumer Discretionary		12.8%
Consumer Staples		8.9%
Energy		7.6%
Financials		18.6%
Health Care		8.9%
Industrials		14.7%
Information Technology		7.5%
Materials		3.7%
Real Estate		2.3%
Short-Term Investments		10.6%
Utilities		1.5%
Net Other Assets and Liabilities		(3.9)%

See accompanying Notes to Financial Statements.
	37

Madison Funds | October 31, 2018

Statements of Assets and Liabilities as of October 31, 2018


	Conservative		Moderate		Aggressive		Government			Tax-Free			Tax-Free		High Quality			Core
	Allocation Fund		Allocation Fund		Allocation Fund		Money Market Fund			Virginia Fund			National Fund		Bond Fund			Bond Fund


Assets:
Investments in unaffiliated securities, at fair value^†§	$	41,746,499	$	89,177,479	$	39,121,880	$	14,741,178		$	20,421,591		$	22,834,201	$	88,889,045		$	170,052,489
Investments in affiliated securities, at fair value^1‡		27,851,202		54,132,754		24,719,336		–			–			–		–			–
Cash		–		–		–		–			208,349			208,274		–			492,333*
Foreign currency (cost of $61 and $58)(Note 2)		–		–		–		–			–			–		–			–
Receivables:
Investments sold		846,062		2,014,644		967,499		–			–			–		–			–
Fund shares sold		163		23,908		2,059		34,769			–			606		80,782			199
Dividends and interest		75,322		100,762		22,500		5,724			254,912			310,339		620,364			1,379,661
Due from Adviser		–		–		–		–			–			–		–			–

Total assets		70,519,248		145,449,547		64,833,274		14,781,671			20,884,852			23,353,420		89,590,191			171,924,682
Liabilities:
Payables:
Investments purchased		564,577		2,082,554		993,038		–			–			–		–			–
Fund shares repurchased		38,162		13		15,377		61			243			7,721		28,770			20,403
Upon return of securities loaned		1,561,888		7,990,081		2,409,067		–			–			–		270,963			647,800
Advisory agreement fees		11,773		23,376		10,692		4,922			8,872			7,937		22,931			73,952
Administrative services agreement fees		14,716		29,219		13,365		2,153			6,211			6,945		14,523			22,008
Distribution fees - Class B		3,916		11,360		5,194		107			–			–		–			940
Distribution fees - Class C		12,886		6,046		1,404		–			–			–		–			–
Shareholder service fees - Class A, B & C		14,675		29,089		13,270		–			–			–		–			6,574
Dividends		–		–		–		157			1,063			5,950		–			265,886
Options written, at value (premium received $24,916 and $2,394,029) (Note 6)		–		–		–		–			–			–		–			20,625

Total liabilities		2,222,593		10,171,738		3,461,407		7,400			16,389			28,553		337,187			1,058,188

Net Assets	$	68,296,655	$	135,277,809	$	61,371,867	$	14,774,271		$	20,868,463		$	23,324,867	$	89,253,004		$	170,866,494


Net Assets consist of:
Common Stock/Shares:
Paid-in capital	$	66,432,149	$	120,234,793	$	52,136,860	$	14,774,494		$	21,013,408		$	23,190,453	$	91,533,986		$	176,174,242
Accumulated distributable earnings (loss)		1,864,506		15,043,016		9,235,007		(223	)		(144,945	)		134,414		(2,280,982	)		(5,307,748	)

Net Assets	$	68,296,655	$	135,277,809	$	61,371,867	$	14,774,271		$	20,868,463		$	23,324,867	$	89,253,004		$	170,866,494

Class A Shares:
Net Assets	$	42,247,269	$	108,458,792	$	51,273,637	$	14,605,741										$	29,605,340
Shares of beneficial interest outstanding		4,066,376		9,355,556		4,268,801		14,605,956											3,100,301
Net Asset Value and redemption price per share	$	10.39	$	11.59	$	12.01	$	1.00										$	9.55
Sales charge of offering price²		0.63		0.71		0.73		–											0.45

Maximum offering price per share	$	11.02	$	12.30	$	12.74	$	1.00										$	10.00

Class B Shares:
Net Assets	$	6,048,705	$	17,480,688	$	7,938,369	$	168,530										$	1,466,270
Shares of beneficial interest outstanding		577,545		1,525,534		681,299		168,537											153,471
Net Asset Value and redemption price per share³	$	10.47	$	11.46	$	11.65	$	1.00										$	9.55

Class C Shares:
Net Assets	$	20,000,681	$	9,338,329	$	2,159,861
Shares of beneficial interest outstanding		1,908,512		814,308		185,201
Net Asset Value and redemption price per share³	$	10.48	$	11.47	$	11.66

Class Y Shares:
Net Assets										$	20,868,463		$	23,324,867	$	89,253,004		$	138,186,122
Shares of beneficial interest outstanding											1,883,297			2,239,905		8,384,817			14,522,120
Net Asset Value and redemption price per share³										$	11.08		$	10.41	$	10.64		$	9.52


Class R6 Shares:
Net Assets																		$	1,608,762
Shares of beneficial interest outstanding																			167,916
Net Asset Value and redemption price per share³																		$	9.58


^† Cost of Investments in unaffiliated securities	$	42,399,843	$	90,532,880	$	39,144,647	$	14,741,178		$	20,552,263		$	22,829,763	$	91,084,555		$	174,946,490
^‡ Cost of investments in affiliated securities¹	$	27,131,633	$	47,522,723	$	20,749,699		–			–			–		–			–
^§Fair Value of securities on loan	$	2,935,496	$	9,331,474	$	5,690,361		–			–			–	$	265,039		$	634,467

^*Segregated cash used as collateral for the purpose of investing in derivatives.

¹ See Note 12 for information on affiliated issuers.

² Sales charge of offering price is 4.50% for the Core Bond and High Income Funds and 5.75% for the Conservative Allocation, Moderate Allocation, Aggressive Allocation, Diversified Income, Covered Call & Equity Income, Large Cap Value, Investors, Mid Cap, Small Cap and International Stock Funds.

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

See accompanying Notes to Financial Statements.
38

Madison Funds | October 31, 2018

Statements of Assets and Liabilities as of October 31, 2018

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		International Stock Fund

$	19,539,407		$	20,907,295		$	156,261,299	$	138,153,800		$	111,406,764	$	87,541,303	$	293,840,888	$	427,819,765	$	43,534,003	$	20,726,955
	–			–			–		–			–		–		–		–		–		–
	–			–			–		–			–		–		–		–		–		–
	–			–			–		–			–		–		–		–		61		58

	–			–			1,558,740		28,329			1,292,912		–		–		–		64,822		12,164
	35			521			1,284		464,184			73,075		7,565		108,302		708,000		8,462		891
	189,742			298,384			509,301		75,587			105,867		51,980		254,826		138,961		88,694		105,421
	–			–			–		–			14,251		–		–		–		–		–

	19,729,184			21,206,200			158,330,624		138,721,900			112,892,869		87,600,848		294,204,016		428,666,726		43,696,042		20,845,489


	–			–			1,192,559		–			1,281,705		2,098,140		–		2,046,330		60,808		–
	13			37,615			11,252		278,898			50,000		6,183		48,098		229,779		358,829		5,006
	–			1,470,928			352,310		1,406,250			–		630,787		–		–		508,500		859,082
	6,737			9,335			87,398		98,223			71,257		42,182		187,102		273,754		40,600		18,312
	4,211			3,395			26,892		17,062			33,253		27,610		48,839		90,634		10,152		5,232
	–			730			6,970		–			–		1,712		–		1,236		215		554
	–			–			9,459		6,391			–		–		–		–		–		–
	–			3,993			36,729		5,616			–		14,413		16,397		13,220		844		3,956
	50,411			2,651			733		–			–		–		–		–		–		–
	–			–			–		2,272,021			–		–		–		–		–		–

	61,372			1,528,647			1,724,302		4,084,461			1,436,215		2,821,027		300,436		2,654,953		979,948		892,142

$	19,667,812		$	19,677,553		$	156,606,322	$	134,637,439		$	111,456,654	$	84,779,821	$	293,903,580	$	426,011,773	$	42,716,094	$	19,953,347




$	20,281,904		$	21,700,787		$	121,229,886	$	148,949,529		$	84,480,577	$	67,231,616	$	184,583,468	$	282,961,649	$	23,101,399	$	15,797,063
	(614,092	)		(2,023,234	)		35,376,436		(14,312,090	)		26,976,077		17,548,205		109,320,112		143,050,124		19,614,695		4,156,284

$	19,667,812		$	19,677,553		$	156,606,322	$	134,637,439		$	111,456,654	$	84,779,821	$	293,903,580	$	426,011,773	$	42,716,094	$	19,953,347


			$	17,754,842		$	131,127,160	$	16,035,112				$	63,142,515	$	78,043,169	$	59,519,241	$	3,460,421	$	17,679,441
				3,063,321			8,207,896		1,881,045					4,466,657		3,272,860		6,094,850		227,231		1,367,992
				5.80		$	15.98		8.52				$	14.14	$	23.85		9.77	$	15.23	$	12.92
				0.27			0.97		0.52					0.86		1.46		0.60		0.93		0.79

			$	6.07		$	16.95	$	9.04				$	15.00	$	25.31	$	10.37	$	16.16	$	13.71


			$	1,136,905		$	10,832,001						$	2,539,085			$	1,890,731	$	323,490	$	840,111
				190,482			673,609							185,029				236,850		22,804		66,864
			$	5.97		$	16.08						$	13.72			$	7.98	$	14.19	$	12.56


						$	14,647,161	$	9,638,424
							911,288		1,198,276
						$	16.07	$	8.04


$	19,667,812		$	785,806				$	106,576,267		$	111,456,654	$	19,098,221	$	208,941,580	$	351,716,213	$	38,932,183	$	1,433,795
	1,808,904			138,256					12,205,537			4,126,331		1,350,194		8,736,378		34,389,894		2,545,906		110,643
$	10.87		$	5.68				$	8.73		$	27.01	$	14.14	$	23.92	$	10.23	$	15.29	$	12.96


								$	2,387,636						$	6,918,831	$	12,885,588
									270,868							287,439		1,234,150
								$	8.81						$	24.07	$	10.44


$	20,130,791		$	21,360,588		$	132,796,625	$	155,651,120		$	95,806,290	$	78,249,615	$	226,457,853	$	313,762,100	$	33,682,829	$	17,169,829
	–			–			–		–			–		–		–		–		–		–
	–		$	1,442,721		$	345,518	$	1,410,810			–	$	1,791,107		–		–	$	500,940	$	818,249

See accompanying Notes to Financial Statements.
	39

Madison Funds | October 31, 2018

Statements of Operations for the Year Ended October 31, 2018

	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	$	29,547		$	59,130		$	28,163		$	238,073		$	632,064		$	721,678		$	2,035,233		$	5,922,615
Dividends
Unaffiliated issuers		1,076,511			2,005,406			779,207			–			–			–			–			–
Affiliated issuers¹		633,927			950,804			361,796			–			–			–			–			–
Less: Foreign taxes withheld/reclaimed		–			–			–			–			–			–			–			–
Income from securities lending		26,669			24,677			15,504			–			–			–			1,758			1,636

Total investment income		1,766,654			3,040,017			1,184,670			238,073			632,064			721,678			2,036,991			5,924,251
Expenses:²
Advisory agreement fees		144,386			289,130			132,066			58,734			107,422			96,371			287,291			957,344
Administrative services agreement fees		180,483			361,412			165,083			21,988			75,196			84,325			181,951			285,029
Distribution fees - Class B		53,663			155,013			71,190			1,411			–			–			–			12,954
Distribution fees - Class C		156,687			72,673			17,420			–			–			–			–			–
Shareholder service fees - Class A		110,280			285,219			135,376			–			–			–			–			78,949
Shareholder service fees - Class B		17,859			51,614			23,649			–			–			–			–			4,315
Shareholder service fees - Class C		52,181			24,224			5,807			–			–			–			–			–
Other expenses		156			249			177			26			36			82			204			1,310

Total expenses before reimbursement/waiver		715,695			1,239,534			550,768			82,159			182,654			180,778			469,446			1,339,901

Less reimbursement/waiver³		–			–			–			(179	)		–			–			–			–

Total expenses net of reimbursement/waiver		715,695			1,239,534			550,768			81,980			182,654			180,778			469,446			1,339,901

Net Investment Income (Loss)		1,050,959			1,800,483			633,902			156,093			449,410			540,900			1,567,545			4,584,350
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 purchased		–			–			–			–			–			–			–			29,557
Options written		–			–			–			–			–			–			–			(36,459	)
Unaffiliated issuers		1,730,676			7,107,608			3,886,098			(59	)		1,032			127,563			(210,317	)		(105,062	)
Affiliated issuers¹		125,228			555,248			321,304			–			–			–			–			–
Capital gain distributions received from underlying funds
Affiliated issuers¹		394,683			1,473,295			843,210			–			–			–			–			–
Net change in unrealized appreciation (depreciation) on investments (including net unrealized appreciation (depreciation) on foreign currency related transactions)
Options purchased		–			–			–			–			–			–			–			7,031
Options written		–			–			–			–			–			–			–			(3,594	)
Unaffiliated issuers		(3,180,403	)		(10,361,296	)		(5,453,011	)		–			(778,928	)		(1,036,885	)		(2,375,312	)		(8,832,079	)
Affiliated issuers¹		(828,047	)		(657,844	)		(163,566	)		–			–			–			–			–

Net Realized and Unrealized Gain (Loss) on Investments		(1,757,863	)		(1,882,989	)		(565,965	)		(59	)		(777,896	)		(909,322	)		(2,585,629	)		(8,940,606	)

Net Increase (Decrease) in Net Assets from Operations	$	(706,904	)	$	(82,506	)	$	67,937		$	(156,034	)	$	(328,486	)	$	(368,422	)	$	(1,018,084	)	$	(4,356,256	)

¹ See Note 12 for information on affiliated issuers.

² See Note 3 for information on expenses.

³ See Note 3 for more information on these waivers.

See accompanying Notes to Financial Statements.
40

Madison Funds | October 31, 2018

Statements of Operations for the Year Ended October 31, 2018

	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			International Stock Fund

$	752,194		$	1,295,681		$	1,751,867		$	261,698		$	28,988		$	30,514		$	206,400		$	345,947		$	47,030		$	8,721

	–			1,097			2,843,033			1,981,139			3,034,402			1,859,879			4,093,298			2,983,625			1,412,340			773,024
	–			–			–			–			–			–			–			–			–			–
	–			–			(23,922	)		(6,863	)		(26,600	)		(23,608	)		(14,434	)		(22,269	)		(6,619	)		(77,037	)
	–			11,005			1,678			517			–			922			829			1,163			13,363			3,234

	752,194			1,307,783			4,572,656			2,236,491			3,036,790			1,867,707			4,286,093			3,308,466			1,466,114			707,942

	83,531			119,957			1,053,902			1,100,900			843,147			524,812			2,261,492			2,782,198			818,316			276,767
	52,207			43,621			324,278			190,862			393,469			343,513			590,812			934,468			204,579			79,076
	–			9,822			87,867			–			–			22,928			–			17,287			2,886			7,826
	–			–			113,896			79,508			–			–			–			–			–			–
	–			48,866			337,467			41,255			–			172,736			197,239			152,668			9,515			50,282
	–			3,274			29,239			–			–			7,618			–			5,760			962			2,609
	–			–			37,773			26,502			–			–			–			–			–			–
	47			39			283			258			251			157			528			590			165			119

	135,785			225,579			1,984,705			1,439,285			1,236,867			1,071,764			3,050,071			3,892,971			1,036,423			416,679

	–			–			–			–			(168,629	)		–			–			–			–			–

	135,785			225,579			1,984,705			1,439,285			1,068,238			1,071,764			3,050,071			3,892,971			1,036,423			416,679

	616,409			1,082,204			2,587,951			797,206			1,968,552			795,943			1,236,022			(584,505	)		429,691			291,263


	–			–			–			(1,414,406	)		–			–			–			–			–			–
	–			–			–			9,280,681			–			–			–			–			–			–
	4,347			(246,417	)		12,158,875			2,797,933			11,357,800			7,671,685			41,088,332			30,302,539			9,962,963			3,357,235
	–			–			–			–			–			–			–			–			–			–

	–			–			–			–			–			–			–			–			–			–

	–			–			–			–			–			–			–			–			–			–
	–			–			–			698,686			–			–			–			–			–			–
	(1,282,370	)		(1,168,687	)		(9,050,511	)		(7,676,479	)		(5,765,260	)		(7,096,462	)		(16,758,589	)		(4,917,263	)		(8,401,316	)		(4,918,893	)

	–			–			–			–			–			–			–			–			–			–

	(1,278,023	)		(1,415,104	)		3,108,364			3,686,415			5,592,540			575,223			24,329,743			25,385,276			1,561,647			(1,561,658	)

$	(661,614	)	$	(332,900	)	$	5,696,315		$	4,483,621		$	7,561,092		$	1,371,166		$	25,565,765		$	24,800,771		$	1,991,338		$	(1,270,395	)

See accompanying Notes to Financial Statements.
	41

Madison Funds | October 31, 2018

Statements of Changes in Net Assets

	Conservative Allocation Fund						Moderate Allocation Fund						Aggressive Allocation Fund						Government Money Market Fund

	Year Ended October 31, 2018			Year Ended October 31, 2017			Year Ended October 31, 2018			Year Ended October 31, 2017			Year Ended October 31, 2018			Year Ended October 31, 2017			Year Ended October 31, 2018			Year Ended October 31, 2017

Net Assets at beginning of period	$	74,084,303		$	73,151,961		$	148,311,927		$	138,815,574		$	65,553,699		$	58,816,082		$	15,186,479		$	18,894,157

Increase (decrease) in net assets from operations:
Net investment income		1,050,959			851,643			1,800,483			1,533,008			633,902			552,449			156,093			32,704
Net realized gain (loss)		2,250,587			1,993,152			9,136,151			5,919,183			5,050,612			3,353,784			(59	)		(162	)
Net change in unrealized appreciation (depreciation)		(4,008,450	)		2,730,020			(11,019,140	)		11,025,759			(5,616,577	)		6,630,295			–			–

Net increase (decrease) in net assets from operations		(706,904	)		5,574,815			(82,506	)		18,477,950			67,937			10,536,528			156,034			32,542

Distributions to shareholders from:
Net investment income
Class A					(750,763	)					(1,426,923	)					(518,663	)					(32,526	)
Class B					(74,411	)					(153,400	)					(61,878	)					(33	)
Class C					(170,190	)					(56,550	)					(14,374	)
Net realized gains
Class A					(615,779	)					(2,986,528	)					(1,202,389	)
Class B					(129,617	)					(719,238	)					(283,060	)
Class C					(280,282	)					(265,144	)					(65,754	)
Accumulated earnings (combined net investment income and net realized gains):*
Class A		(2,072,248	)					(5,760,085	)					(3,027,746	)					(155,442	)
Class B		(294,430	)					(962,358	)					(515,211	)					(651	)
Class C		(805,348	)					(410,130	)					(115,397	)

Total distributions		(3,172,026	)		(2,021,042	)		(7,132,573	)		(5,607,783	)		(3,658,354	)		(2,146,118	)		(156,093	)		(32,559	)

Capital Stock transactions:
Class A Shares
Shares sold		4,870,811			6,334,759			9,643,570			11,156,898			4,766,404			5,057,797			6,099,988			3,613,727
Issued to shareholders in reinvestment of distributions		2,068,690			1,365,548			5,754,011			4,407,213			3,025,407			1,720,248			152,770			32,084
Shares redeemed		(7,307,159	)		(8,571,911	)		(16,812,923	)		(14,187,211	)		(6,375,461	)		(5,984,943	)		(6,618,795	)		(6,969,395	)

Net increase (decrease) from capital stock transactions		(367,658	)		(871,604	)		(1,415,342	)		1,376,900			1,416,350			793,102			(366,037	)		(3,323,584	)

Class B Shares
Shares sold		11,815			382,152			266,037			795,931			119,659			253,099			109,456			263,158
Issued to shareholders in reinvestment of distributions		294,407			204,019			961,142			871,907			515,206			344,880			644			32
Shares redeemed		(1,999,607	)		(2,062,514	)		(5,833,118	)		(6,124,594	)		(2,631,247	)		(2,634,850	)		(156,212	)		(647,267	)

Net decrease from capital stock transactions		(1,693,385	)		(1,476,343	)		(4,605,939	)		(4,456,756	)		(1,996,382	)		(2,036,871	)		(46,112	)		(384,077	)

Class C Shares
Shares sold		1,303,351			1,686,163			646,390			862,587			192,899			243,622
Issued to shareholders in reinvestment of distributions		805,213			450,472			410,102			321,694			101,349			72,103
Shares redeemed		(1,956,239	)		(2,410,119	)		(854,250	)		(1,478,239	)		(305,631	)		(724,749	)

Net increase (decrease) from capital stock transactions		152,325			(273,484	)		202,242			(293,958	)		(11,383	)		(409,024	)

Total net decrease from capital stock transactions		(1,908,718	)		(2,621,431	)		(5,819,039	)		(3,373,814	)		(591,415	)		(1,652,793	)		(412,149	)		(3,707,661	)

Total increase (decrease) in net assets		(5,787,648	)		932,342			(13,034,118	)		9,496,353			(4,181,832	)		6,737,617			(412,208	)		(3,707,678	)

Net Assets at end of period	$	68,296,655		$	74,084,303		$	135,277,809		$	148,311,927		$	61,371,867		$	65,553,699		$	14,774,271		$	15,186,479

Capital Share transactions:
Class A Shares
Shares sold		452,611			598,729			807,717			973,958			381,627			431,926			6,099,988			3,613,727
Issued to shareholders in reinvestment of distributions		192,809			131,318			485,161			403,961			245,370			155,538			152,770			32,084
Shares redeemed		(680,413	)		(811,088	)		(1,409,778	)		(1,234,277	)		(512,647	)		(508,168	)		(6,618,795	)		(6,969,395	)

Net increase (decrease) in shares outstanding		(34,993	)		(81,041	)		(116,900	)		143,642			114,350			79,296			(366,037	)		(3,323,584	)

Class B Shares
Shares sold		1,106			36,186			22,281			71,031			9,628			22,954			109,456			263,158
Issued to shareholders in reinvestment of distributions		27,166			19,561			81,522			80,360			42,791			31,905			644			32
Shares redeemed		(185,211	)		(193,083	)		(493,201	)		(538,097	)		(216,884	)		(232,867	)		(156,212	)		(647,266	)

Net decrease in shares outstanding		(156,939	)		(137,336	)		(389,398	)		(386,706	)		(164,465	)		(178,008	)		(46,112	)		(384,076	)

Class C Shares
Shares sold		120,563			157,597			54,349			76,241			15,805			21,339
Issued to shareholders in reinvestment of distributions		74,267			43,154			34,754			29,622			8,411			6,663
Shares redeemed		(181,309	)		(226,492	)		(72,046	)		(131,330	)		(25,159	)		(64,276	)

Net increase (decrease) in shares outstanding		13,521			(25,741	)		17,057			(25,467	)		(943	)		(36,274	)

^* Distributions from net investment income and net realized capital gains are combined for the year ended October 31, 2018. See Note 1 in the Notes to Financial Statements for more information regarding new SEC rules update.

See accompanying Notes to Financial Statements.
42

Madison Funds | October 31, 2018

Statements of Changes in Net Assets

	Tax-Free Virginia Fund						Tax-Free National Fund						High Quality Bond Fund						Core Bond Fund

	Year Ended October 31, 2018			Year Ended October 31, 2017			Year Ended October 31, 2018			Year Ended October 31, 2017			Year Ended October 31, 2018			Year Ended October 31, 2017			Year Ended October 31, 2018			Year Ended October 31, 2017

Net Assets at beginning of period	$	21,866,239		$	22,350,143		$	25,293,667		$	27,332,854		$	100,536,237		$	105,806,832		$	207,713,774		$	216,822,576

Increase (decrease) in net assets from operations:
Net investment income		449,410			451,523			540,900			596,776			1,567,545			1,338,288			4,584,350			4,643,626
Net realized gain (loss)		1,032			(17,283	)		127,563			76,845			(210,317	)		(42,572	)		(111,964	)		514,459
Net change in unrealized appreciation (depreciation)		(778,928	)		(275,965	)		(1,036,885	)		(521,824	)		(2,375,312	)		(1,136,642	)		(8,828,642	)		(2,655,727	)

Net increase (decrease) in net assets from operations		(328,486	)		158,275			(368,422	)		151,797			(1,018,084	)		159,074			(4,356,256	)		2,502,358

Distributions to shareholders from:
Net investment income
Class A																							(749,521	)
Class B																							(32,830	)
Class Y					(451,544	)					(596,927	)					(1,315,129	)					(4,265,108	)
Class R6																							(44,661	)
Net realized gains
Class A																							(175,602	)
Class B																							(13,156	)
Class Y					(36,276	)					(181,117	)					(124,222	)					(917,720	)
Class R6																							(9,658	)
Accumulated earnings (combined net investment income and net realized gains):*
Class A																				(760,432	)
Class B																				(28,476	)
Class Y		(449,377	)					(617,794	)					(1,519,170	)					(4,146,903	)
Class R6																				(44,252	)

Total distributions		(449,377	)		(487,820	)		(617,794	)		(778,044	)		(1,519,170	)		(1,439,351	)		(4,980,063	)		(6,208,256	)

Capital Stock transactions:
Class A Shares
Shares sold																				1,637,165			3,389,344
Issued to shareholders in reinvestment of distributions																				755,268			920,189
Shares redeemed																				(4,972,897	)		(4,318,859	)

Net decrease from capital stock transactions																				(2,580,464	)		(9,326	)

Class B Shares
Shares sold																				5,263			92,099
Issued to shareholders in reinvestment of distributions																				28,472			45,901
Shares redeemed																				(484,911	)		(665,241	)

Net decrease from capital stock transactions																				(451,176	)		(527,241	)

Class Y Shares
Shares sold		288,490			481,709			405,496			456,854			16,172,950			21,374,350			2,790,954			7,419,347
Issued to shareholders in reinvestment of distributions		437,013			474,510			545,794			698,613			1,414,930			1,351,692			938,795			1,228,039
Shares redeemed		(945,416	)		(1,110,578	)		(1,933,874	)		(2,568,407	)		(26,333,859	)		(26,716,360	)		(28,096,547	)		(13,469,839	)

Net decrease from capital stock transactions		(219,913	)		(154,359	)		(982,584	)		(1,412,940	)		(8,745,979	)		(3,990,318	)		(24,366,798	)		(4,822,453	)

Class R6 Shares
Shares sold																				224,358			164,741
Issued to shareholders in reinvestment of distributions																				44,251			54,319
Shares redeemed																				(381,132	)		(262,944	)

Net decrease from capital stock transactions																				(112,523	)		(43,884	)

Total net decrease from capital stock transactions		(219,913	)		(154,359	)		(982,584	)		(1,412,940	)		(8,745,979	)		(3,990,318	)		(27,510,961	)		(5,402,904	)

Total decrease in net assets		(997,776	)		(483,904	)		(1,968,800	)		(2,039,187	)		(11,283,233	)		(5,270,595	)		(36,847,280	)		(9,108,802	)

Net Assets at end of period	$	20,868,463		$	21,866,239		$	23,324,867		$	25,293,667		$	89,253,004		$	100,536,237		$	170,866,494		$	207,713,774

Capital Share transactions:
Class A Shares
Shares sold																				166,942			338,890
Issued to shareholders in reinvestment of distributions																				77,327			92,223
Shares redeemed																				(508,290	)		(431,347	)

Net decrease in shares outstanding																				(264,021	)		(234	)

Class B Shares
Shares sold																				525			9,163
Issued to shareholders in reinvestment of distributions																				2,912			4,603
Shares redeemed																				(49,651	)		(66,389	)

Net decrease in shares outstanding																				(46,214	)		(52,623	)

Class Y Shares
Shares sold		25,439			41,925			38,207			42,216			1,502,579			1,954,129			281,817			744,802
Issued to shareholders in reinvestment of distributions		38,806			41,472			51,536			64,789			131,943			124,008			96,408			123,469
Shares redeemed		(83,715	)		(96,605	)		(181,793	)		(236,695	)		(2,451,841	)		(2,443,293	)		(2,883,404	)		(1,349,502	)

Net decrease in shares outstanding		(19,470	)		(13,208	)		(92,050	)		(129,690	)		(817,319	)		(365,156	)		(2,505,179	)		(481,231	)

Class R6 Shares
Shares sold																				22,790			16,457
Issued to shareholders in reinvestment of distributions																				4,519			5,436
Shares redeemed																				(38,784	)		(26,305	)

Net decrease in shares outstanding																				(11,475	)		(4,412	)

See accompanying Notes to Financial Statements.
	43

Madison Funds | October 31, 2018

Statements of Changes in Net Assets

	Corporate Bond Fund						High Income Fund						Diversified IncomeFund						Covered Call & Equity Income Fund

	Year Ended October 31, 2018			Year Ended October 31, 2017			Year Ended October 31, 2018			Year Ended October 31, 2017			Year Ended October 31, 2018			Year Ended October 31, 2017			Year Ended October 31, 2018			Year Ended October 31, 2017

Net Assets at beginning of period	$	21,772,545		$	23,845,523		$	23,600,011		$	23,766,340		$	165,668,561		$	154,998,713		$	128,242,884		$	106,122,961

Increase (decrease) in net assets from operations:
Net investment income		616,409			647,408			1,082,204			1,109,079			2,587,951			2,428,432			797,206			1,279,939
Net realized gain (loss)		4,347			178,454			(246,417	)		418,319			12,158,875			2,631,959			10,664,208			10,064,878
Net change in unrealized appreciation (depreciation)		(1,282,370	)		(200,705	)		(1,168,687	)		219,456			(9,050,511	)		13,666,018			(6,977,793	)		(4,914,308	)

Net increase (decrease) in net assets from operations		(661,614	)		625,157			(332,900	)		1,746,854			5,696,315			18,726,409			4,483,621			6,430,509

Distributions to shareholders from:
Net investment income
Class A											(1,001,872	)					(2,298,681	)					(787,571	)
Class B											(60,236	)					(127,992	)
Class C																	(139,888	)					(625,057	)
Class Y					(647,595	)					(47,093	)											(3,615,921	)
Class R6																							(103,532	)
Net realized gains
Class A																	(4,582,932	)					(428,064	)
Class B																	(466,920	)
Class C																	(487,580	)					(321,419	)
Class Y					(87,745	)																	(1,634,708	)
Class R6																							(76,472	)
Accumulated earnings (combined net investment income and net realized gains):*
Class A								(983,684	)					(4,474,942	)					(1,320,812	)
Class B								(54,287	)					(303,540	)
Class C														(380,579	)					(909,031	)
Class Y		(794,793	)					(44,583	)											(7,782,141	)
Class R6																				(205,832	)

Total distributions		(794,793	)		(735,340	)		(1,082,554	)		(1,109,201	)		(5,159,061	)		(8,103,993	)		(10,217,816	)		(7,592,744	)

Capital Stock transactions:
Class A Shares
Shares sold								812,573			1,472,285			8,912,343			11,771,897			2,321,061			5,133,825
Issued to shareholders in reinvestment of distributions								954,222			973,636			4,430,935			6,835,767			1,257,313			1,167,788
Shares redeemed								(4,022,376	)		(3,117,167	)		(20,533,996	)		(17,754,136	)		(3,656,688	)		(7,636,091	)

Net increase (decrease) from capital stock transactions								(2,255,581	)		(671,246	)		(7,190,718	)		853,528			(78,314	)		(1,334,478	)

Class B Shares
Shares sold								–			4,867			83,167			523,653
Issued to shareholders in reinvestment of distributions								48,450			53,736			303,538			594,911
Shares redeemed								(331,882	)		(250,246	)		(2,293,806	)		(2,565,093	)

Net decrease from capital stock transactions								(283,432	)		(191,643	)		(1,907,101	)		(1,446,529	)

Class C Shares
Shares sold														1,014,521			1,669,969			1,925,097			1,757,805
Issued to shareholders in reinvestment of distributions														380,579			627,468			776,536			691,489
Shares redeemed														(1,896,774	)		(1,657,004	)		(5,874,256	)		(2,422,068	)

Net increase (decrease) from capital stock transactions														(501,674	)		640,433			(3,172,623	)		27,226

Class Y Shares
Shares sold		353,932			127,791			2,324,220			4,028,802									66,196,879			57,926,184
Issued to shareholders in reinvestment of distributions		50,657			37,214			44,583			47,093									7,680,318			5,179,434
Shares redeemed		(1,052,915	)		(2,127,800	)		(2,336,794	)		(4,016,988	)								(58,441,647	)		(37,931,562	)

Net increase (decrease) from capital stock transactions		(648,326	)		(1,962,795	)		32,009			58,907									15,435,550			25,174,056

Class R6 Shares
Shares sold																				252,652			635,052
Issued to shareholders in reinvestment of distributions																				205,832			180,004
Shares redeemed																				(514,347	)		(1,399,702	)

Net decrease from capital stock transactions																				(55,863	)		(584,646	)

Total net increase (decrease) from capital stock transactions		(648,326	)		(1,962,795	)		(2,507,004	)		(803,982	)		(9,599,493	)		47,432			12,128,750			23,282,158

Total increase (decrease) in net assets		(2,104,733	)		(2,072,978	)		(3,922,458	)		(166,329	)		(9,062,239	)		10,669,848			6,394,555			22,119,923

Net Assets at end of period	$	19,667,812		$	21,772,545		$	19,677,553		$	23,600,011		$	156,606,322		$	165,668,561		$	134,637,439		$	128,242,884

^*Distributions from net investment income and net realized capital gains are combined for the year ended October 31, 2018. See Note 1 in the Notes to Financial Statements for more information regarding new SEC rules update.

See accompanying Notes to Financial Statements.
44

Madison Funds | October 31, 2018

Statements of Changes in Net Assets

Continued from previous page	Corporate Bond Fund						High Income Fund						Diversified Income Fund						Covered Call & Equity Income Fund

	Year Ended October 31, 2018			Year Ended October 31, 2017			Year Ended October 31, 2018			Year Ended October 31, 2017			Year Ended October 31, 2018			Year Ended October 31, 2017			Year Ended October 31, 2018			Year Ended October 31, 2017

Capital Share transactions:
Class A Shares
Shares sold								134,574			240,145			555,056			769,800			257,892			566,341
Issued to shareholders in reinvestment of distributions								159,514			158,841			275,662			457,403			142,018			129,789
Shares redeemed								(669,845	)		(509,309	)		(1,275,062	)		(1,167,193	)		(408,431	)		(845,787	)

Net increase (decrease) in shares outstanding								(375,757	)		(110,323	)		(444,344	)		60,010			(8,521	)		(149,657	)

Class B Shares
Shares sold								–			788			5,011			34,608
Issued to shareholders in reinvestment of distributions								7,864			8,528			18,748			39,717
Shares redeemed								(53,593	)		(39,707	)		(142,278	)		(167,670	)

Net decrease in shares outstanding								(45,729	)		(30,391	)		(118,519	)		(93,345	)

Class C Shares
Shares sold														63,061			109,195			226,968			202,260
Issued to shareholders in reinvestment of distributions														23,524			41,879			92,276			80,120
Shares redeemed														(117,580	)		(108,304	)		(691,135	)		(279,415	)

Net increase (decrease) in shares outstanding														(30,995	)		42,770			(371,891	)		2,965

Class Y Shares
Shares sold		30,560			11,185			396,528			669,137									7,242,647			6,299,606
Issued to shareholders in reinvestment of distributions		4,493			3,239			7,598			7,825									847,955			565,094
Shares redeemed		(94,818	)		(185,211	)		(396,862	)		(665,869	)								(6,441,910	)		(4,130,437	)

Net increase (decrease) in shares outstanding		(59,765	)		(170,787	)		7,264			11,093									1,648,692			2,734,263

Class R6 Shares
Shares sold																				27,308			68,535
Issued to shareholders in reinvestment of distributions																				22,558			19,501
Shares redeemed																				(56,319	)		(150,298	)

Net decrease in shares outstanding																				(6,453	)		(62,262	)

See accompanying Notes to Financial Statements.
	45

Madison Funds | October 31, 2018

Statements of Changes in Net Assets

	Dividend Income Fund						Large Cap Value Fund						Investors Fund						Mid Cap Fund

	Year Ended October 31, 2018			Year Ended October 31, 2017			Year Ended October 31, 2018			Year Ended October 31, 2017			Year Ended October 31, 2018			Year Ended October 31, 2017			Year Ended October 31, 2018			Year Ended October 31, 2017

Net Assets at beginning of period	$	107,411,281		$	102,401,892		$	91,027,054		$	103,063,978		$	307,152,504		$	278,638,527		$	344,426,344		$	306,413,976

Increase (decrease) in net assets from operations:
Net investment income (loss)		1,968,552			1,897,603			795,943			1,617,953			1,236,022			962,926			(584,505	)		(610,991	)
Net realized gain		11,357,800			2,466,473			7,671,685			7,948,836			41,088,332			16,705,859			30,302,539			12,992,993
Net change in unrealized appreciation (depreciation)		(5,765,260	)		16,333,792			(7,096,462	)		5,511,070			(16,758,589	)		41,934,972			(4,917,263	)		41,373,630

Net increase in net assets from operations		7,561,092			20,697,868			1,371,166			15,077,859			25,565,765			59,603,757			24,800,771			53,755,632

Distributions to shareholders from:
Net investment income
Class A											(733,449	)					(2,015	)					(2,531	)
Class B											(13,654	)
Class Y					(1,888,455	)					(514,776	)					(472,406	)
Class R6																	(25,360	)
Net realized gains
Class A											(8,381,367	)					(2,071,803	)					(2,386,234	)
Class B											(501,914	)											(154,728	)
Class Y					(2,424,186	)					(4,807,334	)					(6,262,644	)					(10,575,693	)
Class R6																	(185,942	)					(460,898	)
Accumulated earnings (combined net investment income and net realized gains):*
Class A								(7,041,494	)					(4,273,399	)					(2,205,515	)
Class B								(317,803	)											(110,824	)
Class Y		(4,430,522	)					(2,026,373	)					(12,731,568	)					(9,665,189	)
Class R6														(408,963	)					(412,317	)

Total distributions		(4,430,522	)		(4,312,641	)		(9,385,670	)		(14,952,494	)		(17,413,930	)		(9,020,170	)		(12,393,845	)		(13,580,084	)

Capital Stock transactions:
Class A Shares
Shares sold								2,200,371			3,748,022			2,595,018			3,194,360			3,138,196			4,346,577
Issued to shareholders in reinvestment of distributions								7,023,455			9,072,454			4,267,912			2,069,032			2,197,702			2,384,049
Shares redeemed								(8,670,002	)		(7,905,016	)		(8,894,301	)		(7,427,188	)		(7,512,316	)		(6,626,499	)

Net increase (decrease) from capital stock transactions								553,824			4,915,460			(2,031,371	)		(2,163,796	)		(2,176,418	)		104,127

Class B Shares
Shares sold								14,538			237,495									–			153,307
Issued to shareholders in reinvestment of distributions								317,803			515,568									110,823			154,728
Shares redeemed								(843,230	)		(1,013,067	)								(843,939	)		(866,212	)

Net decrease from capital stock transactions								(510,889	)		(260,004	)								(733,116	)		(558,177	)

Class Y Shares
Shares sold		19,309,096			6,571,618			8,489,943			778,384			17,138,404			21,462,130			123,566,228			47,602,769
Issued to shareholders in reinvestment of distributions		4,378,116			4,270,537			2,023,931			5,312,641			12,573,624			6,666,022			8,380,187			9,085,089
Shares redeemed		(22,772,409	)		(22,217,993	)		(8,789,538	)		(22,908,770	)		(48,921,087	)		(47,583,599	)		(60,447,381	)		(59,874,276	)

Net increase (decrease) from capital stock transactions		914,803			(11,375,838	)		1,724,336			(16,817,745	)		(19,209,059	)		(19,455,447	)		71,499,034			(3,186,418	)

Class R6 Shares
Shares sold														1,065,585			263,617			1,655,582			2,768,960
Issued to shareholders in reinvestment of distributions														408,963			211,302			412,318			460,898
Shares redeemed														(1,634,877	)		(925,286	)		(1,478,897	)		(1,752,570	)

Net increase (decrease) from capital stock transactions														(160,329	)		(450,367	)		589,003			1,477,288

Total net increase (decrease) from capital stock transactions		914,803			(11,375,838	)		1,767,271			(12,162,289	)		(21,400,759	)		(22,069,610	)		69,178,503			(2,163,180	)

Total increase (decrease) in net assets		4,045,373			5,009,389			(6,247,233	)		(12,036,924	)		(13,248,924	)		28,513,977			81,585,429			38,012,368

Net Assets at end of period	$	111,456,654		$	107,411,281		$	84,779,821		$	91,027,054		$	293,903,580		$	307,152,504		$	426,011,773		$	344,426,344

Capital Share transactions:
Class A Shares
Shares sold								146,743			250,332			112,069			151,837			321,323			490,629
Issued to shareholders in reinvestment of distributions								477,461			640,706			186,209			104,609			231,825			279,172
Shares redeemed								(572,832	)		(532,884	)		(379,434	)		(351,074	)		(771,122	)		(746,644	)

Net increase (decrease) in shares outstanding								51,372			358,154			(81,156	)		(94,628	)		(217,974	)		23,157

Class B Shares
Shares sold								973			15,076									–			20,801
Issued to shareholders in reinvestment of distributions								22,116			37,199									14,208			21,701
Shares redeemed								(57,832	)		(70,166	)								(105,071	)		(117,205	)

Net decrease in shares outstanding								(34,743	)		(17,891	)								(90,863	)		(74,703	)

Class Y Shares
Shares sold		714,335			271,355			565,661			49,341			728,550			1,024,325			11,740,600			5,165,354
Issued to shareholders in reinvestment of distributions		164,119			179,528			137,776			375,717			548,109			336,668			846,483			1,025,405
Shares redeemed		(855,354	)		(922,873	)		(588,744	)		(1,561,425	)		(2,087,227	)		(2,261,486	)		(5,959,973	)		(6,477,726	)

Net increase (decrease) in shares outstanding		23,100			(471,990	)		114,693			(1,136,367	)		(810,568	)		(900,493	)		6,627,110			(286,967	)

Class R6 Shares
Shares sold														45,196			12,368			157,299			312,199
Issued to shareholders in reinvestment of distributions														17,742			10,624			40,864			51,211
Shares redeemed														(69,857	)		(42,647	)		(142,730	)		(187,281	)

Net increase (decrease) in shares outstanding														(6,919	)		(19,655	)		55,433			176,129

See accompanying Notes to Financial Statements.
46

Madison Funds | October 31, 2018

Statements of Changes in Net Assets

	Small Cap Fund						International Stock Fund

	Year Ended October 31, 2018			Year Ended October 31, 2017			Year Ended October 31, 2018			Year Ended October 31, 2017

Net Assets at beginning of period	$	94,942,927		$	95,008,369		$	31,812,695		$	35,258,713

Increase (decrease) in net assets from operations:
Net investment income		429,691			973,206			291,263			276,930
Net realized gain		9,962,963			6,083,798			3,357,235			142,593
Net change in unrealized appreciation (depreciation)		(8,401,316	)		11,214,813			(4,918,893	)		4,706,201

Net increase (decrease) in net assets from operations		1,991,338			18,271,817			(1,270,395	)		5,125,724

Distributions to shareholders from:
Net investment income
Class A					(5,020	)					(216,849	)
Class B											(7,146	)
Class Y					(406,818	)					(162,676	)
Net realized gains
Class A					(108,733	)
Class B					(14,931	)
Class Y					(3,034,721	)
Accumulated earnings (combined net investment income and net realized gains):*
Class A		(297,966	)					(175,256	)
Class B		(29,567	)					(2,510	)
Class Y		(7,072,678	)					(84,986	)

Total distributions		(7,400,211	)		(3,570,223	)		(262,752	)		(386,671	)

Capital Stock transactions:
Class A Shares
Shares sold		555,738			805,432			1,353,437			1,603,663
Issued to shareholders in reinvestment of distributions		297,688			113,635			174,704			216,005
Shares redeemed		(884,907	)		(712,093	)		(2,896,875	)		(2,817,803	)

Net increase (decrease) from capital stock transactions		(31,481	)		206,974			(1,368,734	)		(998,135	)

Class B Shares
Shares sold		18,920			35,497			19,752			33,292
Issued to shareholders in reinvestment of distributions		29,566			14,931			2,510			7,146
Shares redeemed		(100,127	)		(83,289	)		(307,313	)		(310,878	)

Net decrease from capital stock transactions		(51,641	)		(32,861	)		(285,051	)		(270,440	)

Class Y Shares
Shares sold		6,038,784			7,779,707			350,065			2,597,484
Issued to shareholders in reinvestment of distributions		6,800,968			3,326,506			84,986			162,676
Shares redeemed		(59,574,590	)		(26,047,362	)		(9,107,467	)		(9,676,656	)

Net decrease from capital stock transactions		(46,734,838	)		(14,941,149	)		(8,672,416	)		(6,916,496	)

Total net decrease from capital stock transactions		(46,817,960	)		(14,767,036	)		(10,326,201	)		(8,185,071	)

Total decrease in net assets		(52,226,833	)		(65,442	)		(11,859,348	)		(3,446,018	)

Net Assets at end of period	$	42,716,094		$	94,942,927		$	19,953,347		$	31,812,695

Capital Share transactions:
Class A Shares
Shares sold		34,351			48,928			95,071			125,080
Issued to shareholders in reinvestment of distributions		18,467			6,764			12,217			18,398
Shares redeemed		(55,030	)		(43,619	)		(204,624	)		(222,164	)

Net increase (decrease) in shares outstanding		(2,212	)		12,073			(97,336	)		(78,686	)

Class B Shares
Shares sold		1,166			2,205			1,352			2,726
Issued to shareholders in reinvestment of distributions		1,957			944			179			621
Shares redeemed		(6,504	)		(5,467	)		(22,289	)		(25,524	)

Net decrease in shares outstanding		(3,381	)		(2,318	)		(20,758	)		(22,177	)

Class Y Shares
Shares sold		371,885			474,356			24,643			208,011
Issued to shareholders in reinvestment of distributions		421,113			197,653			5,939			13,857
Shares redeemed		(3,570,930	)		(1,597,072	)		(639,402	)		(780,058	)

Net decrease in shares outstanding		(2,777,932	)		(925,063	)		(608,820	)		(558,190	)

See accompanying Notes to Financial Statements.
	47

Madison Funds | October 31, 2018

Financial Highlights for a Share of Beneficial Interest Outstanding

	CONSERVATIVE ALLOCATION FUND
	CLASS A															CLASS B															CLASS C
	Year Ended October 31,															Year Ended October 31,															Year Ended October 31,
	2018			2017			2016			2015			2014			2018			2017			2016			2015			2014			2018			2017			2016			2015			2014
Net Asset Value at beginning of period	$	10.97		$	10.46		$	10.63		$	11.15		$	10.68		$	11.05		$	10.52		$	10.69		$	11.19		$	10.71		$	11.06		$	10.53		$	10.69		$	11.20		$	10.72
Income from Investment Operations:
Net investment income		0.19			0.15	¹		0.14	¹		0.13	¹		0.15	¹		0.12			0.08	¹		0.07	¹		0.06	¹		0.06	¹		0.11			0.08	¹		0.06	¹		0.05	¹		0.06	¹
Net realized and unrealized gain (loss) on investments		(0.26	)		0.69			0.17			–			0.50			(0.28	)		0.69			0.16			(0.01	)		0.51			(0.27	)		0.69			0.18			(0.01	)		0.51
Total from investment operations		(0.07	)		0.84			0.31			0.13			0.65			(0.16	)		0.77			0.23			0.05			0.57			(0.16	)		0.77			0.24			0.04			0.57
Less Distributions From:
Net investment income		(0.24	)		(0.18	)		(0.16	)		(0.17	)		(0.14	)		(0.15	)		(0.09	)		(0.08	)		(0.07	)		(0.05	)		(0.15	)		(0.09	)		(0.08	)		(0.07	)		(0.05	)
Capital gains		(0.27	)		(0.15	)		(0.32	)		(0.48	)		(0.04	)		(0.27	)		(0.15	)		(0.32	)		(0.48	)		(0.04	)		(0.27	)		(0.15	)		(0.32	)		(0.48	)		(0.04	)
Total distributions		(0.51	)		(0.33	)		(0.48	)		(0.65	)		(0.18	)		(0.42	)		(0.24	)		(0.40	)		(0.55	)		(0.09	)		(0.42	)		(0.24	)		(0.40	)		(0.55	)		(0.09	)
Net increase (decrease) in net asset value		(0.58	)		0.51			(0.17	)		(0.52	)		0.47			(0.58	)		0.53			(0.17	)		(0.50	)		0.48			(0.58	)		0.53			(0.16	)		(0.51	)		0.48
Net Asset Value at end of period	$	10.39		$	10.97		$	10.46		$	10.63		$	11.15		$	10.47		$	11.05		$	10.52		$	10.69		$	11.19		$	10.48		$	11.06		$	10.53		$	10.69		$	11.20
Total Return (%)²		(0.75	)		8.25			3.10			1.17			6.13			(1.51	)		7.47			2.27			0.44			5.41			(1.51	)		7.46			2.37			0.34			5.41
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$	42,247		$	45,005		$	43,752		$	46,039		$	44,438		$	6,049		$	8,119		$	9,175		$	10,064		$	11,393		$	20,001		$	20,960		$	20,225		$	19,694		$	18,948
Ratios of expenses to average net assets (%)		0.70			0.70			0.71			0.70			0.70			1.45			1.45			1.46			1.45			1.45			1.45			1.45			1.46			1.45			1.45
Ratio of net investment income to average net assets (%)		1.74			1.46			1.36			1.23			1.35			1.04			0.74			0.60			0.59			0.59			0.99			0.71			0.54			0.49			0.57
Portfolio turnover (%)³		63			48			82			83			96			63			48			82			83			96			63			48			82			83			96

	MODERATE ALLOCATION FUND
	CLASS A															CLASS B															CLASS C
	Year Ended October 31,															Year Ended October 31,															Year Ended October 31,
	2018			2017			2016			2015			2014			2018			2017			2016			2015			2014			2018			2017			2016			2015			2014
Net Asset Value at beginning of period	$	12.20		$	11.18		$	11.62		$	12.27		$	11.50		$	12.06		$	11.05		$	11.52		$	12.19		$	11.43		$	12.07		$	11.06		$	11.53		$	12.20		$	11.44
Income from Investment Operations:
Net investment income		0.17			0.14	¹		0.13	¹		0.13	¹		0.12	¹		0.10			0.07	¹		0.06	¹		0.05	¹		0.04	¹		0.08			0.06	¹		0.05	¹		0.02	¹		0.03	¹
Net realized and unrealized gain (loss) on investments		(0.17	)		1.35			0.18			0.04			0.80			(0.18	)		1.33			0.16			0.04			0.78			(0.16	)		1.34			0.17			0.07			0.79
Total from investment operations		0.00			1.49			0.31			0.17			0.92			(0.08	)		1.40			0.22			0.09			0.82			(0.08	)		1.40			0.22			0.09			0.82
Less Distributions From:
Net investment income		(0.17	)		(0.15	)		(0.12	)		(0.17	)		(0.15	)		(0.08	)		(0.07	)		(0.06	)		(0.11	)		(0.06	)		(0.08	)		(0.07	)		(0.06	)		(0.11	)		(0.06	)
Capital gains		(0.44	)		(0.32	)		(0.63	)		(0.65	)		–			(0.44	)		(0.32	)		(0.63	)		(0.65	)		–			(0.44	)		(0.32	)		(0.63	)		(0.65	)		–
Total distributions		(0.61	)		(0.47	)		(0.75	)		(0.82	)		(0.15	)		(0.52	)		(0.39	)		(0.69	)		(0.76	)		(0.06	)		(0.52	)		(0.39	)		(0.69	)		(0.76	)		(0.06	)
Net increase (decrease) in net asset value		(0.61	)		1.02			(0.44	)		(0.65	)		0.77			(0.60	)		1.01			(0.47	)		(0.67	)		0.76			(0.60	)		1.01			(0.47	)		(0.67	)		0.76
Net Asset Value at end of period	$	11.59		$	12.20		$	11.18		$	11.62		$	12.27		$	11.46		$	12.06		$	11.05		$	11.52		$	12.19		$	11.47		$	12.07		$	11.06		$	11.53		$	12.20
Total Return (%)²		(0.12	)		13.88			2.95			1.44			8.03			(0.82	)		13.07			2.15			0.72			7.18			(0.82	)		13.06			2.15			0.72			7.17
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$	108,459		$	115,586		$	104,276		$	107,043		$	109,148		$	17,481		$	23,101		$	25,440		$	29,451		$	33,235		$	9,338		$	9,625		$	9,100		$	9,506		$	8,238
Ratios of expenses to average net assets (%)		0.70			0.70			0.71			0.70			0.70			1.45			1.45			1.46			1.45			1.45			1.45			1.45			1.46			1.45			1.45
Ratio of net investment income to average net assets (%)		1.39			1.23			1.13			1.02			1.00			0.73			0.56			0.58			0.41			0.27			0.62			0.52			0.47			0.01			0.21
Portfolio turnover (%)³		75			50			97			81			89			75			50			97			81			89			75			50			97			81			89

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

² Total return without applicable sales charge.

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

See accompanying Notes to Financial Statements.

Madison Funds | October 31, 2018

Financial Highlights for a Share of Beneficial Interest Outstanding

	AGGRESSIVE ALLOCATION FUND
	CLASS A															CLASS B															CLASS C
	Year Ended October 31,															Year Ended October 31,															Year Ended October 31,
	2018			2017			2016			2015			2014			2018			2017			2016			2015			2014			2018			2017			2016			2015			2014
Net Asset Value at beginning of period	$	12.71		$	11.12		$	11.87		$	12.81		$	11.72		$	12.35		$	10.83		$	11.65		$	12.61		$	11.59		$	12.36		$	10.84		$	11.66		$	12.62		$	11.60
Income from Investment Operations:
Net investment income (loss)		0.14			0.13	¹		0.12	¹		0.11	¹		0.09	¹		0.03			0.02	¹		0.06	¹		0.03	¹		0.00	^1,4		0.04			0.02	¹		0.05	¹		0.02	¹		(0.0	)¹
Net realized and unrealized gain (loss) on investments		(0.11	)		1.88			0.15			0.10			1.04			(0.10	)		1.85			0.12			0.09			1.02			(0.11	)		1.85			0.13			0.10			1.03
Total from investment operations		0.03			2.01			0.27			0.21			1.13			(0.07	)		1.87			0.18			0.12			1.02			(0.07	)		1.87			0.18			0.12			1.02
Less Distributions From:
Net investment income		(0.15	)		(0.13	)		(0.10	)		(0.20	)		(0.04	)		(0.05	)		(0.06	)		(0.08	)		(0.13	)		–			(0.05	)		(0.06	)		(0.08	)		(0.13	)		–
Capital gains		(0.58	)		(0.29	)		(0.92	)		(0.95	)		–			(0.58	)		(0.29	)		(0.92	)		(0.95	)		–			(0.58	)		(0.29	)		(0.92	)		(0.95	)		–
Total distributions		(0.73	)		(0.42	)		(1.02	)		(1.15	)		(0.04	)		(0.63	)		(0.35	)		(1.00	)		(1.08	)		–			(0.63	)		(0.35	)		(1.00	)		(1.08	)		–
Net increase (decrease) in net asset value		(0.70	)		1.59			(0.75	)		(0.94	)		1.09			(0.70	)		1.52			(0.82	)		(0.96	)		1.02			(0.70	)		1.52			(0.82	)		(0.96	)		1.02
Net Asset Value at end of period	$	12.01		$	12.71		$	11.12		$	11.87		$	12.81		$	11.65		$	12.35		$	10.83		$	11.65		$	12.61		$	11.66		$	12.36		$	10.84		$	11.66		$	12.62
Total Return (%)²		0.06			18.66			2.65			1.66			9.67			(0.74	)		17.83			1.88			0.91			8.80			(0.74	)		17.81			1.87			0.91			8.79
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$	51,274		$	52,811		$	45,317		$	46,834		$	45,697		$	7,938		$	10,442		$	11,089		$	12,383		$	13,063		$	2,160		$	2,300		$	2,411		$	2,600		$	2,547
Ratios of expenses to average net assets (%)		0.70			0.70			0.71			0.70			0.70			1.45			1.45			1.46			1.45			1.45			1.45			1.45			1.46			1.45			1.45
Ratio of net investment income (loss) to average net assets (%)		1.08			1.02			1.04			0.81			0.73			0.45			0.35			0.56			0.21			(0.01	)		0.32			0.45			0.42			0.05			(0.09	)
Portfolio turnover (%)³		71			45			98			72			78			71			45			98			72			78			71			45			98			72			78

	GOVERNMENT MONEY MARKET FUND*
	CLASS A															CLASS B
	Year Ended October 31,															Year Ended October 31,
	2018			2017			2016			2015			2014			2018			2017			2016			2015			2014
Net Asset Value at beginning of period	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00		$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Income from Investment Operations:
Net investment income		0.01			0.00	^1,4		0.00	^1,4		0.00	^1,4		0.00	^1,4		0.00	⁴		0.00	^1,4		0.00	^1,4		0.00	^1,4		0.00	^1,4
Total from investment operations		0.01			0.00	⁴		0.00	⁴		0.00	⁴		0.00	⁴		0.00	⁴		0.00	⁴		0.00	⁴		0.00	⁴		0.00	⁴
Less Distributions From:
Net investment income		(0.01	)		–			–			–			–			–			–			–			–			–
Total distributions		(0.01	)		–			–			–			–			–			–			–			–			–
Net increase in net asset value		0.00			0.00	⁴		0.00	⁴		0.00	⁴		0.00	⁴		0.00	⁴		0.00	⁴		0.00	⁴		0.00	⁴		0.00	⁴
Net Asset Value at end of period	$	1.00		$	1.00		$	1.00		$	1.00		$	1.00		$	1.00		$	1.00		$	1.00		$	1.00		$	1.00
Total Return (%)²		1.08			0.21			0.00			0.00			0.00			0.36			0.01			0.00			0.00			0.00
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$	14,606		$	14,972		$	18,295		$	19,076		$	20,570		$	168		$	215		$	599		$	234		$	461
Ratios of expenses to average net assets:
Before reimbursement of expenses by Adviser (%)		0.55			0.55			0.56			0.55			0.55			1.35			1.30			1.30			1.30			1.30
After reimbursement of expenses by Adviser (%)		0.55	⁵		0.51	⁵		0.28	⁵		0.07	⁵		0.07	⁵		1.26	⁵		0.62	⁵		0.28	⁵		0.08	⁵		0.07	⁵
Ratio of net investment income (loss) to average net assets
After reimbursement and waiver of expenses by Adviser (%)		1.07	⁵		0.20	⁵		0.00	⁵		0.00	⁵		0.00	⁵		0.35	⁵		0.01	⁵		0.00	⁵		0.00	⁵		0.00	⁵

*Prior to close of business on February 29, 2016, the Fund was known as the Cash Reserves Fund.

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

² Total return without applicable sales charge.

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

⁴ Amounts represent less than $0.005 per share.

⁵ Ratio is net of fees waived by the adviser and distributor (See Note 3).

See accompanying Notes to Financial Statements.

Madison Funds | October 31, 2018

Financial Highlights for a Share of Beneficial Interest Outstanding

	TAX-FREE VIRGINIA FUND															TAX-FREE NATIONAL FUND
	CLASS Y															CLASS Y
	Year Ended October 31,															Year Ended October 31,
	2018			2017			2016			2015			2014			2018			2017			2016			2015			2014
Net Asset Value at beginning of period	$	11.49		$	11.67		$	11.61		$	11.70		$	11.54		$	10.85		$	11.10		$	11.01		$	11.08		$	10.73
Income from Investment Operations:
Net investment income		0.24			0.24	¹		0.25	¹		0.28	¹		0.30	¹		0.24			0.25	¹		0.26	¹		0.27	¹		0.29	¹
Net realized and unrealized gain (loss) on investments		(0.41	)		(0.16	)		0.10			(0.01	)		0.35			(0.41	)		(0.18	)		0.15			0.01			0.40
Total from investment operations		(0.17	)		0.08			0.35			0.27			0.65			(0.17	)		0.07			0.41			0.28			0.69
Less Distributions From:
Net investment income		(0.24	)		(0.24	)		(0.25	)		(0.28	)		(0.30	)		(0.24	)		(0.25	)		(0.26	)		(0.27	)		(0.29	)
Capital gains		–			(0.02	)		(0.04	)		(0.08	)		(0.19	)		(0.03	)		(0.07	)		(0.06	)		(0.08	)		(0.05	)
Total distributions		(0.24	)		(0.26	)		(0.29	)		(0.36	)		(0.49	)		(0.27	)		(0.32	)		(0.32	)		(0.35	)		(0.34	)
Net increase (decrease) in net asset value		(0.41	)		(0.18	)		0.06			(0.09	)		0.16			(0.44	)		(0.25	)		0.09			(0.07	)		0.35
Net Asset Value at end of period	$	11.08		$	11.49		$	11.67		$	11.61		$	11.70		$	10.41		$	10.85		$	11.10		$	11.01		$	11.08
Total Return (%)²		(1.52	)		0.68			3.01			2.36			5.82			(1.56	)		0.72			3.75			2.61			6.52
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$	20,868		$	21,866		$	22,350		$	22,659		$	23,100		$	23,325		$	25,294		$	27,333		$	27,744		$	28,415
Ratios of expenses to average net assets: (%)		0.85			0.85			0.86			0.85			0.85			0.75			0.75			0.79			0.85			0.85
Ratio of net investment income to average net assets (%)		2.09			2.06			2.12			2.45			2.63			2.25			2.30			2.27			2.44			2.65
Portfolio turnover (%)³		26			8			12			12			16			31			6			9			15			30

	HIGH QUALITY BOND FUND
	CLASS Y
	Year Ended October 31,
	2018			2017			2016			2015			2014
Net Asset Value at beginning of period	$	10.93		$	11.06		$	11.04		$	11.04		$	11.07
Income from Investment Operations:
Net investment income		0.18			0.14	¹		0.12	¹		0.11	¹		0.11	¹
Net realized and unrealized gain (loss) on investments		(0.30	)		(0.12	)		0.06			0.01			0.01
Total from investment operations		(0.12	)		0.02			0.18			0.12			0.12
Less Distributions From:
Net investment income		(0.17	)		(0.14	)		(0.12	)		(0.11	)		(0.11	)
Capital gains		–			(0.01	)		(0.04	)		(0.01	)		(0.04	)
Total distributions		(0.17	)		(0.15	)		(0.16	)		(0.12	)		(0.15	)
Net increase (decrease) in net asset value		(0.29	)		(0.13	)		0.02			–			(0.03	)
Net Asset Value at end of period	$	10.64		$	10.93		$	11.06		$	11.04		$	11.04
Total Return (%)²		(1.09	)		0.25			1.62			1.11			1.12
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$	89,253		$	100,536		$	105,807		$	102,552		$	118,082
Ratios of expenses to average net assets (%)		0.49			0.49			0.50			0.49			0.49
Ratio of net investment income to average net assets (%)		1.64			1.32			1.10			1.00			1.00
Portfolio turnover (%)³		31			26			25			35			20

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

² Total return without applicable sales charge.

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

See accompanying Notes to Financial Statements.

Madison Funds | October 31, 2018

Financial Highlights for a Share of Beneficial Interest Outstanding

	CORE BOND FUND
	CLASS A															CLASS B															CLASS Y
	Year Ended October 31,															Year Ended October 31,															Year Ended October 31,
	2018			2017			2016			2015			2014			2018			2017			2016			2015			2014			2018			2017			2016			2015			2014
Net Asset Value at beginning of period	$	10.03		$	10.20		$	10.09		$	10.25		$	10.21		$	10.03		$	10.21		$	10.10		$	10.25		$	10.22		$	9.99		$	10.17		$	10.07		$	10.22		$	10.19
Income from Investment Operations:
Net investment income		0.21			0.20	¹		0.20	¹		0.19	¹		0.22	¹		0.15			0.14	¹		0.13	¹		0.11	¹		0.14	¹		0.24			0.23	¹		0.23	¹		0.21	¹		0.23	¹
Net realized and unrealized gain (loss) on investments		(0.46	)		(0.10	)		0.21			(0.05	)		0.09			(0.47	)		(0.12	)		0.21			(0.04	)		0.08			(0.45	)		(0.11	)		0.20			(0.04	)		0.09
Total from investment operations		(0.25	)		0.10			0.41			0.14			0.31			(0.32	)		0.02			0.34			0.07			0.22			(0.21	)		0.12			0.43			0.17			0.32
Less Distributions From:
Net investment income		(0.23	)		(0.22	)		(0.22	)		(0.21	)		(0.22	)		(0.16	)		(0.15	)		(0.15	)		(0.13	)		(0.14	)		(0.26	)		(0.25	)		(0.25	)		(0.23	)		(0.24	)
Capital gains		(0.00	)⁴		(0.05	)		(0.08	)		(0.09	)		(0.05	)		(0.00	)⁴		(0.05	)		(0.08	)		(0.09	)		(0.05	)		(0.00	)⁴		(0.05	)		(0.08	)		(0.09	)		(0.05	)
Total distributions		(0.23	)		(0.27	)		(0.30	)		(0.30	)		(0.27	)		(0.16	)		(0.20	)		(0.23	)		(0.22	)		(0.19	)		(0.26	)		(0.30	)		(0.33	)		(0.32	)		(0.29	)
Net increase (decrease) in net asset value		(0.48	)		(0.17	)		0.11			(0.16	)		0.04			(0.48	)		(0.18	)		0.11			(0.15	)		0.03			(0.47	)		(0.18	)		0.10			(0.15	)		0.03
Net Asset Value at end of period	$	9.55		$	10.03		$	10.20		$	10.09		$	10.25		$	9.55		$	10.03		$	10.21		$	10.10		$	10.25		$	9.52		$	9.99		$	10.17		$	10.07		$	10.22
Total Return (%)²		(2.45	)		1.05			4.21			1.34			3.04			(3.18	)		0.20			3.43			0.69			2.18			(2.12	)		1.22			4.40			1.71			3.23
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$	29,605		$	33,738		$	34,325		$	32,823		$	33,973		$	1,466		$	2,004		$	2,575		$	2,929		$	3,445		$	138,186		$	170,169		$	178,046		$	186,414		$	187,790
Ratios of expenses to average net assets (%)		0.90			0.90			0.91			0.90			0.90			1.65			1.65			1.66			1.65			1.65			0.65			0.65			0.66			0.65			0.65
Ratio of net investment income to average net assets (%)		2.20			2.00			2.00			1.85			2.10			1.44			1.25			1.25			1.10			1.36			2.44			2.25			2.25			2.10			2.30
Portfolio turnover (%)³		26			27			39			57			41			26			27			39			57			41			26			27			39			57			41

	CORE BOND FUND															CORPORATE BOND FUND
	CLASS R6															CLASS Y
	Year Ended October 31,															Year Ended October 31,
	2018			2017			2016			2015			2014			2018			2017			2016			2015			2014
Net Asset Value at beginning of period	$	10.05		$	10.21		$	10.09		$	10.24		$	10.20		$	11.65		$	11.69		$	11.34		$	11.49		$	11.27
Income from Investment Operations:
Net investment income		0.26			0.24	¹		0.24	¹		0.23	¹		0.20	¹		0.33			0.33	¹		0.33	¹		0.29	¹		0.25	¹
Net realized and unrealized gain (loss) on investments		(0.47	)		(0.10	)		0.21			(0.06	)		0.13			(0.69	)		–			0.39			(0.13	)		0.22
Total from investment operations		(0.21	)		0.14			0.45			0.17			0.33			(0.36	)		0.33			0.72			0.16			0.47
Less Distributions From:
Net investment income		(0.26	)		(0.25	)		(0.25	)		(0.23	)		(0.24	)		(0.33	)		(0.33	)		(0.33	)		(0.29	)		(0.25	)
Capital gains		(0.00	)4		(0.05	)		(0.08	)		(0.09	)		(0.05	)		(0.09	)		(0.04	)		(0.04	)		(0.02	)		–
Total distributions		(0.26	)		(0.30	)		(0.33	)		(0.32	)		(0.29	)		(0.42	)		(0.37	)		(0.37	)		(0.31	)		(0.25	)
Net increase (decrease) in net asset value		(0.47	)		(0.16	)		0.12			(0.15	)		0.04			(0.78	)		(0.04	)		0.35			(0.15	)		0.22
Net Asset Value at end of period	$	9.58		$	10.05		$	10.21		$	10.09		$	10.24		$	10.87		$	11.65		$	11.69		$	11.34		$	11.49
Total Return (%)²		(2.11	)		1.41			4.59			1.71			3.32			(3.11	)		2.97			6.45			1.40			4.21
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$	1,609		$	1,802		$	1,876		$	1,693		$	10		$	19,668		$	21,773		$	23,846		$	23,545		$	27,010
Ratios of expenses to average net assets:		0.52			0.52			0.53			0.52			0.54			0.65			0.65			0.66			0.65			0.65
Ratio of net investment income to average net assets (%)		2.58			2.38			2.38			2.24			1.99			2.95			2.88			2.86			2.55			2.22
Portfolio turnover (%)³		26			27			39			57			41			21			23			36			37			31

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

² Total return without applicable sales charge.

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

⁴ Amounts represent less than $0.005 per share.

See accompanying Notes to Financial Statements.

Madison Funds | October 31, 2018

Financial Highlights for a Share of Beneficial Interest Outstanding

	HIGH INCOME FUND
	CLASS A															CLASS B															CLASS Y
	Year Ended October 31,															Year Ended October 31,															Year Ended October 31,
	2018			2017			2016			2015			2014			2018			2017			2016			2015			2014			2018			2017			2016			2015			2014
Net Asset Value at beginning of period	$	6.19		$	6.03		$	5.93		$	6.79		$	7.15		$	6.37		$	6.19		$	6.08		$	6.95		$	7.30		$	6.09		$	5.94		$	5.86		$	6.73		$	7.09
Income from Investment Operations:
Net investment income		0.30			0.29	¹		0.29	¹		0.32	¹		0.35	¹		0.29			0.26	¹		0.26	¹		0.29	¹		0.30	¹		0.33			0.26	¹		0.27	¹		0.01	¹		1.02	¹
Net realized and unrealized gain (loss) on investments		(0.39	)		0.16			0.10			(0.47	)		–			(0.43	)		0.16			0.10			(0.50	)		–			(0.41	)		0.21			0.13			(0.14	)		(0.65	)
Total from investment operations		(0.09	)		0.45			0.39			(0.15	)		0.35			(0.14	)		0.42			0.36			(0.21	)		0.30			(0.08	)		0.47			0.40			(0.13	)		0.37
Less Distributions From:
Net investment income		(0.30	)		(0.29	)		(0.29	)		(0.32	)		(0.36	)		(0.26	)		(0.24	)		(0.25	)		(0.27	)		(0.30	)		(0.33	)		(0.32	)		(0.32	)		(0.35	)		(0.38	)
Capital gains		–			–			–			(0.39	)		(0.35	)		–			–			–			(0.39	)		(0.35	)		–			–			–			(0.39	)		(0.35	)
Total distributions		(0.30	)		(0.29	)		(0.29	)		(0.71	)		(0.71	)		(0.26	)		(0.24	)		(0.25	)		(0.66	)		(0.65	)		(0.33	)		(0.32	)		(0.32	)		(0.74	)		(0.73	)
Net decrease in net asset value		(0.39	)		0.16			0.10			(0.86	)		(0.36	)		(0.40	)		0.18			0.11			(0.87	)		(0.35	)		(0.41	)		0.15			0.08			(0.87	)		(0.36	)
Net Asset Value at end of period	$	5.80		$	6.19		$	6.03		$	5.93		$	6.79		$	5.97		$	6.37		$	6.19		$	6.08		$	6.95		$	5.68		$	6.09		$	5.94		$	5.86		$	6.73
Total Return (%)²		(1.42	)		7.61			6.91			(2.29	)		5.20			(2.25	)		6.92			6.07			(3.11	)		4.47			(1.32	)		8.06			7.15			(2.00	)		5.59
Ratios/Supplemental Data:

Net Assets at end of period (in 000’s)	$	17,755		$	21,298		$	21,403		$	23,155		$	28,596		$	1,137		$	1,505		$	1,651		$	1,685		$	2,267		$	786		$	797		$	712		$	664		$	388
Ratios of expenses to average net assets (%)		1.00			1.00			1.01			1.00			1.00			1.75			1.75			1.76			1.75			1.75			0.75			0.75			0.75			0.75			0.75
Ratio of net investment income to average net assets (%)		5.00			4.72			4.98			5.12			5.05			4.24			3.97			4.23			4.36			4.30			5.24			4.97			5.20			5.39			5.36
Portfolio turnover (%)³		25			53			73			28			52			25			53			73			28			52			25			53			73			28			52

	DIVERSIFIED INCOME FUND
	CLASS A															CLASS B															CLASS C
	Year Ended October 31,															Year Ended October 31,															Year Ended October 31,
	2018			2017			2016			2015			2014			2018			2017			2016			2015			2014			2018			2017			2016			2015			2014
Net Asset Value at beginning of period	$	15.93		$	14.92		$	14.75		$	14.79		$	13.89		$	16.04		$	15.01		$	14.83		$	14.88		$	13.98		$	16.03		$	15.01		$	14.83		$	14.88		$	13.97
Income from Investment Operations:
Net investment income		0.28			0.26	¹		0.25	¹		0.23	¹		0.23	¹		0.16			0.14	¹		0.14	¹		0.13	¹		0.13	¹		0.16			0.14	¹		0.14	¹		0.13	¹		0.13	¹
Net realized and unrealized gain (loss) on investments		0.30			1.56			0.52			(0.03	)		0.90			0.29			1.58			0.53			(0.04	)		0.90			0.29			1.57			0.53			(0.04	)		0.91
Total from investment operations		0.58			1.82			0.77			0.20			1.13			0.45			1.72			0.67			0.09			1.03			0.45			1.71			0.67			0.09			1.04
Less Distributions From:
Net investment income		(0.29	)		(0.27	)		(0.26	)		(0.24	)		(0.23	)		(0.17	)		(0.15	)		(0.15	)		(0.14	)		(0.13	)		(0.17	)		(0.15	)		(0.15	)		(0.14	)		(0.13	)
Capital gains		(0.24	)		(0.54	)		(0.34	)		–			–			(0.24	)		(0.54	)		(0.34	)		–			–			(0.24	)		(0.54	)		(0.34	)		–			–
Total distributions		(0.53	)		(0.81	)		(0.60	)		(0.24	)		(0.23	)		(0.41	)		(0.69	)		(0.49	)		(0.14	)		(0.13	)		(0.41	)		(0.69	)		(0.49	)		(0.14	)		(0.13	)
Net increase (decrease) in net asset value		0.05			1.01			0.17			(0.04	)		0.90			0.04			1.03			0.18			(0.05	)		0.90			0.04			1.02			0.18			(0.05	)		0.91
Net Asset Value at end of period	$	15.98		$	15.93		$	14.92		$	14.75		$	14.79		$	16.08		$	16.04		$	15.01		$	14.83		$	14.88		$	16.07		$	16.03		$	15.01		$	14.83		$	14.88
Total Return (%)²		3.63			12.57			5.38			1.39			8.22			2.77			11.79			4.63			0.58			7.37			2.77			11.72			4.63			0.64			7.38
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$	131,127		$	137,863		$	128,208		$	121,026		$	119,364		$	10,832		$	12,702		$	13,293		$	13,442		$	14,378		$	14,647		$	15,103		$	13,498		$	12,766		$	11,545
Ratios of expenses to average net assets (%)		1.10			1.10			1.11			1.10			1.10			1.85			1.85			1.86			1.85			1.85			1.85			1.85			1.86			1.85			1.85
Ratio of net investment income to average net assets (%)		1.72			1.65			1.68			1.59			1.61			0.97			0.91			0.94			0.84			0.86			0.97			0.89			0.93			0.84			0.83
Portfolio turnover (%)³		27			21			35			25			23			27			21			35			25			23			27			21			35			25			23

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

² Total return without applicable sales charge.

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

See accompanying Notes to Financial Statements.

Madison Funds | October 31, 2018

Financial Highlights for a Share of Beneficial Interest Outstanding

	COVERED CALL & EQUITY INCOME FUND*
	CLASS A															CLASS C															CLASS Y
	Year Ended October 31,															Year Ended October 31,															Year Ended October 31,
	2018			2017			2016			2015			2014			2018			2017			2016			2015			2014			2018			2017			2016			2015			2014
Net Asset Value at beginning of period	$	8.88		$	8.95		$	9.14		$	9.92		$	9.99		$	8.47		$	8.63		$	8.89		$	9.74		$	9.89		$	9.06		$	9.11		$	9.27		$	10.03		$	10.08
Income from Investment Operations:
Net investment income (loss)		0.06			0.07			0.05			0.06			0.08			(0.10	)		0.02			0.06			0.16			0.08			0.10			0.14			0.08			0.14			0.22
Net realized and unrealized gain (loss) on investments		0.30			0.46			0.33			(0.06	)		0.77			0.38			0.42			0.24			(0.23	)		0.69			0.29			0.42			0.33			(0.12	)		0.67
Total from investment operations		0.36			0.53			0.38			–			0.85			0.28			0.44			0.30			(0.07	)		0.77			0.39			0.56			0.41			0.02			0.89
Less Distributions From:
Net investment income		(0.43	)		(0.39	)		(0.41	)		(0.50	)		(0.60	)		(0.42	)		(0.39	)		(0.40	)		(0.50	)		(0.60	)		(0.43	)		(0.40	)		(0.41	)		(0.50	)		(0.62	)
Capital gains		(0.29	)		(0.21	)		(0.16	)		(0.28	)		(0.32	)		(0.29	)		(0.21	)		(0.16	)		(0.28	)		(0.32	)		(0.29	)		(0.21	)		(0.16	)		(0.28	)		(0.32	)
Total distributions		(0.72	)		(0.60	)		(0.57	)		(0.78	)		(0.92	)		(0.71	)		(0.60	)		(0.56	)		(0.78	)		(0.92	)		(0.72	)		(0.61	)		(0.57	)		(0.78	)		(0.94	)
Net decrease in net asset value		(0.36	)		(0.07	)		(0.19	)		(0.78	)		(0.07	)		(0.43	)		(0.16	)		(0.26	)		(0.85	)		(0.15	)		(0.33	)		(0.05	)		(0.16	)		(0.76	)		(0.05	)
Net Asset Value at end of period	$	8.52		$	8.88		$	8.95		$	9.14		$	9.92		$	8.04		$	8.47		$	8.63		$	8.89		$	9.74		$	8.73		$	9.06		$	9.11		$	9.27		$	10.03
Total Return (%)²		3.96			5.97			4.29			(0.18	)		8.90			3.21			5.09			3.53			(0.83	)		8.01			4.29			6.15			4.63			0.13			9.08
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$	16,035		$	16,773		$	18,252		$	16,042		$	11,373		$	9,638		$	13,299		$	13,519		$	9,287		$	4,805		$	106,576		$	95,640		$	71,241		$	60,916		$	43,891
Ratios of expenses to average net assets (%)		1.25			1.25			1.25			1.25			1.25			2.00			2.00			2.00			1.99			2.00			1.00			1.00			1.00			1.00			1.00
Ratio of net investment income (loss) to average net assets		0.47			1.03			0.17			0.13			(0.30	)		(0.28	)		0.28			(0.58	)		(0.59	)		(1.07	)		0.73			1.26			0.42			0.40			(0.03	)
Portfolio turnover (%)³		130			166			135			107			139			130			166			135			107			139			130			166			135			107			139

	COVERED CALL & EQUITY INCOME FUND*															DIVIDEND INCOME FUND
	CLASS R6															CLASS Y
	Year Ended October 31,															Year Ended October 31,
	2018			2017			2016			2015			2014			2018			2017			2016			2015			2014
Net Asset Value at beginning of period	$	9.13		$	9.16		$	9.31		$	10.06		$	10.09		$	26.18		$	22.38		$	22.28		$	23.59		$	21.94
Income from Investment Operations:
Net investment income		0.06			0.14			0.07			0.24			0.13			0.47			0.44	¹		0.33	¹		0.40	¹		0.38	¹
Net realized and unrealized gain (loss) on investments		0.34			0.44			0.35			(0.21	)		0.78			1.42			4.34			0.99			0.01			2.29
Total from investment operations		0.40			0.58			0.42			0.03			0.91			1.89			4.78			1.32			0.41			2.67
Less Distributions From:
Net investment income		(0.43	)		(0.40	)		(0.41	)		(0.50	)		(0.62	)		(0.47	)		(0.44	)		(0.32	)		(0.38	)		(0.38	)
Capital gains		(0.29	)		(0.21	)		(0.16	)		(0.28	)		(0.32	)		(0.59	)		(0.54	)		(0.90	)		(1.34	)		(0.64	)
Total distributions		(0.72	)		(0.61	)		(0.57	)		(0.78	)		(0.94	)		(1.06	)		(0.98	)		(1.22	)		(1.72	)		(1.02	)
Net increase (decrease) in net asset value		(0.32	)		(0.03	)		(0.15	)		(0.75	)		(0.03	)		0.83			3.80			0.10			(1.31	)		1.65
Net Asset Value at end of period	$	8.81		$	9.13		$	9.16		$	9.31		$	10.06		$	27.01		$	26.18		$	22.38		$	22.28		$	23.59
Total Return (%)²		4.37			6.34			4.72			0.23			9.29			7.35			21.85			6.16			1.76			12.42
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$	2,388		$	2,531		$	3,110		$	2,826		$	152		$	111,457		$	107,411		$	102,402		$	20,925		$	21,518
Ratios of expenses to average net assets:
Before reimbursement of expenses by Adviser (%)		0.87			0.87			0.88			0.87			0.87			1.10			1.10			1.10			1.10			1.10
After reimbursement of expenses by Adviser (%)		0.87			0.87			0.88			0.87			0.87			0.95			0.95			0.95			0.95			0.95
Ratio of net investment income to average net assets
After reimbursement of expenses by Adviser (%)		0.85			1.26			0.55			0.70			0.10			1.75			1.81			1.61			1.75			1.66
Portfolio turnover (%)³		130			166			135			107			139			32			19			33			24			29

^*Prior to close of business on February 28, 2014, the Fund was known as the Equity Income Fund.

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

² Total return without applicable sales charge.

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

See accompanying Notes to Financial Statements.

Madison Funds | October 31, 2018

Financial Highlights for a Share of Beneficial Interest Outstanding

	LARGE CAP VALUE FUND
	CLASS A															CLASS B															CLASS Y
	Year Ended October 31,															Year Ended October 31,															Year Ended October 31,
	2018			2017			2016			2015			2014			2018			2017			2016			2015			2014			2018			2017			2016			2015			2014
Net Asset Value at beginning of period	$	15.52		$	15.47		$	16.33		$	19.18		$	17.04		$	15.10		$	15.09		$	16.01		$	18.84		$	16.74		$	15.53		$	15.48		$	16.35		$	19.20		$	17.06
Income from Investment Operations:
Net investment income (loss)		0.13			0.25	¹		0.16	¹		0.08	¹		0.13	¹		0.05			0.16	¹		0.06	¹		(0.05	)¹		0.04	¹		0.17			0.37	¹		0.26	¹		0.14	¹		0.19	¹
Net realized and unrealized gain (loss) on investments		0.10			2.05			0.92			(0.10	)		2.15			0.06			1.98			0.88			(0.09	)		2.07			0.09			1.97			0.85			(0.11	)		2.14
Total from investment operations		0.23			2.30			1.08			(0.02	)		2.28			0.11			2.14			0.94			(0.14	)		2.11			0.26			2.34			1.11			0.03			2.33
Less Distributions From:
Net investment income		(0.27	)		(0.18	)		(0.10	)		(0.14	)		(0.14	)		(0.15	)		(0.06	)		(0.02	)		(0.00	)⁴		(0.01	)		(0.31	)		(0.22	)		(0.14	)		(0.19	)		(0.19	)
Capital gains		(1.34	)		(2.07	)		(1.84	)		(2.69	)		–			(1.34	)		(2.07	)		(1.84	)		(2.69	)		–			(1.34	)		(2.07	)		(1.84	)		(2.69	)		–
Total distributions		(1.61	)		(2.25	)		(1.94	)		(2.83	)		(0.14	)		(1.49	)		(2.13	)		(1.86	)		(2.69	)		(0.01	)		(1.65	)		(2.29	)		(1.98	)		(2.88	)		(0.19	)
Net increase (decrease) in net asset value		(1.38	)		0.05			(0.86	)		(2.85	)		2.14			(1.38	)		0.01			(0.92	)		(2.83	)		2.10			(1.39	)		0.05			(0.87	)		(2.85	)		2.14
Net Asset Value at end of period	$	14.14		$	15.52		$	15.47		$	16.33		$	19.18		$	13.72		$	15.10		$	15.09		$	16.01		$	18.84		$	14.14		$	15.53		$	15.48		$	16.35		$	19.20
Total Return (%)²		1.10			16.36			7.16			(0.80	)		13.47			0.29			15.43			6.38			(1.49	)		12.61			1.30			16.60			7.44			(0.51	)		13.74
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$	63,143		$	68,522		$	62,757		$	63,566		$	70,495		$	2,539		$	3,318		$	3,586		$	4,096		$	4,867		$	19,098		$	19,187		$	36,721		$	109,546		$	128,456
Ratios of expenses to average net assets (%)		1.16			1.16			1.17			1.16			1.16			1.91			1.91			1.92			1.91			1.91			0.91			0.91			0.92			0.91			0.91
Ratio of net investment income (loss) to average net assets (%)		0.80			1.65			1.02			0.47			0.69			0.01			0.88			0.27			(0.27	)		(0.06	)		1.03			1.74			1.33			0.73			0.92
Portfolio turnover (%)³		91			86			74			97			85			91			86			74			97			85			91			86			74			97			85

	INVESTORS FUND
	CLASS A															CLASS Y															CLASS R6
	Year Ended October 31															Year Ended October 31,															Year Ended October 31
	2018			2017			2016			2015			2014			2018			2017			2016			2015			2014			2018			2017			2016			2015			2014
Net Asset Value at beginning of period	$	23.22		$	19.57		$	21.30		$	25.01		$	22.49		$	23.29		$	19.62		$	21.36		$	25.07		$	22.50		$	23.44		$	19.74		$	21.47		$	25.14		$	22.51
Income from Investment Operations:
Net investment income (loss)		0.05			0.03	¹		(0.00	)^1,4,5		0.09	¹		0.03	¹		0.11			0.09	¹		0.06	^1,5		0.16	¹		0.12	¹		0.15			0.13	¹		0.11	^1,5		0.15	¹		0.17	¹
Net realized and unrealized gain on investments		1.87			4.23			1.18			1.06			3.18			1.87			4.24			1.17			1.05			3.15			1.88			4.26			1.17			1.10			3.16
Total from investment operations		1.92			4.26			1.18			1.15			3.21			1.98			4.33			1.23			1.21			3.27			2.03			4.39			1.28			1.25			3.33
Less Distributions From:
Net investment income		(0.03	)		–			(0.12	)		(0.06	)		(0.01	)		(0.09	)		(0.05	)		(0.18	)		(0.12	)		(0.02	)		(0.14	)		(0.08	)		(0.22	)		(0.12	)		(0.02	)
Capital gains		(1.26	)		(0.61	)		(2.79	)		(4.80	)		(0.68	)		(1.26	)		(0.61	)		(2.79	)		(4.80	)		(0.68	)		(1.26	)		(0.61	)		(2.79	)		(4.80	)		(0.68	)
Total distributions		(1.29	)		(0.61	)		(2.91	)		(4.86	)		(0.69	)		(1.35	)		(0.66	)		(2.97	)		(4.92	)		(0.70	)		(1.40	)		(0.69	)		(3.01	)		(4.92	)		(0.70	)
Net increase (decrease) in net asset value		0.63			3.65			(1.73	)		(3.71	)		2.52			0.63			3.67			(1.74	)		(3.71	)		2.57			0.63			3.70			(1.73	)		(3.67	)		2.63
Net Asset Value at end of period	$	23.85		$	23.22		$	19.57		$	21.30		$	25.01		$	23.92		$	23.29		$	19.62		$	21.36		$	25.07		$	24.07		$	23.44		$	19.74		$	21.47		$	25.14
Total Return (%)²		8.50			22.30			6.46			4.78			14.55			8.75			22.62			6.69			5.07			14.84			8.90			22.87			6.92			5.25			15.10
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$	78,043		$	77,891		$	67,479		$	2,189		$	1,340		$	208,942		$	222,363		$	204,962		$	109,506		$	166,819		$	6,919		$	6,898		$	6,198		$	6,589		$	5,200
Ratios of expenses to average net assets:
Before reimbursement of expenses by Adviser (%)		1.20			1.20			1.20			1.31			1.28			0.95			0.95			0.98			1.06			1.02			0.77			0.77			0.77			0.73			0.69
After reimbursement of expenses by Adviser (%)		1.20			1.20			1.20			1.19			1.13			0.95			0.95			0.95			0.94			0.87			0.77			0.77			0.77			0.73			0.64
Ratio of net investment income to average net assets
After reimbursement of expenses by Adviser (%)		0.22			0.14			(0.01	)		0.38			0.15			0.47			0.39			0.33			0.62			0.43			0.64			0.56			0.57			0.83			0.65
Portfolio turnover (%)³		40			33			27			33			52			40			33			27			33			52			40			33			27			33			52

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

² Total return without applicable sales charge.

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

⁴ Amounts represent less than $0.005 per share.

⁵ Per share net investment income has been calculated using the average shares outstanding during the period.

See accompanying Notes to Financial Statements.

Madison Funds | October 31, 2018

Financial Highlights for a Share of Beneficial Interest Outstanding

	MID CAP FUND
	CLASS A															CLASS B
	Year Ended October 31,															Year Ended October 31,
	2018			2017			2016			2015			2014			2018			2017			2016			2015			2014
Net Asset Value at beginning of period	$	9.37		$	8.34		$	8.59		$	9.78		$	9.48		$	7.78		$	7.04		$	7.38		$	8.69		$	8.55
Income from Investment Operations:
Net investment loss		(0.06	)		(0.05	)¹		(0.04	)¹		(0.06	)¹		(0.04	)¹		(0.35	)		(0.20	)¹		(0.14	)¹		(0.13	)¹		(0.14	)¹
Net realized and unrealized gain on investments		0.81			1.46			0.29			0.61			1.01			0.90			1.32			0.30			0.56			0.95
Total from investment operations		0.75			1.41			0.25			0.55			0.97			0.55			1.12			0.16			0.43			0.81
Less Distributions From:
Capital gains		(0.35	)		(0.38	)		(0.50	)		(1.74	)		(0.67	)		(0.35	)		(0.38	)		(0.50	)		(1.74	)		(0.67	)
Total distributions		(0.35	)		(0.38	)		(0.50	)		(1.74	)		(0.67	)		(0.35	)		(0.38	)		(0.50	)		(1.74	)		(0.67	)
Net increase (decrease) in net asset value		0.40			1.03			(0.25	)		(1.19	)		0.30			0.20			0.74			(0.34	)		(1.31	)		0.14
Net Asset Value at end of period	$	9.77		$	9.37		$	8.34		$	8.59		$	9.78		$	7.98		$	7.78		$	7.04		$	7.38		$	8.69
Total Return (%)²		8.15			17.40			3.12			5.80			10.65			7.21			16.46			2.38			5.06			9.89
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$	59,519		$	59,175		$	52,482		$	54,000		$	57,117		$	1,891		$	2,550		$	2,832		$	3,401		$	4,235
Ratios of expenses to average net assets (%)		1.40			1.40			1.41			1.40			1.40			2.15			2.15			2.16			2.15			2.15
Ratio of net investment income to average net assets (%)		(0.51	)		(0.53	)		(0.47	)		(0.72	)		(0.42	)		(1.26	)		(1.28	)		(1.23	)		(1.47	)		(1.19	)
Portfolio turnover (%)³		27			22			27			28			33			27			22			27			28			33

	MID CAP FUND
	CLASS Y															CLASS R6
	Year Ended October 31,															Year Ended October 31,
	2018			2017			2016			2015			2014			2018			2017			2016			2015			2014
Net Asset Value at beginning of period	$	9.76		$	8.64		$	8.85		$	10.00		$	9.66		$	9.94		$	8.77		$	8.95		$	10.06		$	9.68
Income from Investment Operations:
Net investment income (loss)		(0.01	)		(0.01	)¹		0.00	^1,4		(0.04	)¹		(0.02	)¹		0.01			0.01	¹		0.02	¹		(0.05	)¹		0.02	¹
Net realized and unrealized gain on investments		0.83			1.51			0.29			0.63			1.03			0.84			1.54			0.30			0.68			1.03
Total from investment operations		0.82			1.50			0.29			0.59			1.01			0.85			1.55			0.32			0.63			1.05
Less Distributions From:
Capital gains		(0.35	)		(0.38	)		(0.50	)		(1.74	)		(0.67	)		(0.35	)		(0.38	)		(0.50	)		(1.74	)		(0.67	)
Total distributions		(0.35	)		(0.38	)		(0.50	)		(1.74	)		(0.67	)		(0.35	)		(0.38	)		(0.50	)		(1.74	)		(0.67	)
Net increase (decrease) in net asset value		0.47			1.12			(0.21	)		(1.15	)		0.34			0.50			1.17			(0.18	)		(1.11	)		0.38
Net Asset Value at end of period	$	10.23		$	9.76		$	8.64		$	8.85		$	10.00		$	10.44		$	9.94		$	8.77		$	8.95		$	10.06
Total Return (%)²		8.55			17.85			3.50			6.13			10.88			8.71			18.17			3.81			6.55			11.29
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$	351,716		$	270,989		$	242,308		$	198,605		$	224,181		$	12,886		$	11,713		$	8,792		$	9,874		$	5,118
Ratios of expenses to average net assets (%)		0.98			0.98			1.08			1.15			1.15			0.77			0.77			0.78			0.77			0.77
Ratio of net investment income (loss) to average net assets (%)		(0.09	)		(0.11	)		(0.14	)		(0.47	)		(0.17	)		0.12			0.10			0.16			(0.09	)		0.20
Portfolio turnover (%)³		27			22			27			28			33			27			22			27			28			33

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

² Total return without applicable sales charge.

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

⁴ Amounts represent less than $0.005 per share.

See accompanying Notes to Financial Statements.

Madison Funds | October 31, 2018

Financial Highlights for a Share of Beneficial Interest Outstanding

	SMALL CAP FUND
	CLASS A															CLASS B															CLASS Y
	Year Ended October 31,															Year Ended October 31,															Year Ended October 31,
	2018			2017			2016			2015			2014			2018			2017			2016			2015			2014			2018			2017			2016			2015			2014
Net Asset Value at beginning of period	$	16.96		$	14.58		$	14.98		$	15.21		$	14.87		$	15.87		$	13.75		$	14.25		$	14.58		$	14.38		$	17.02		$	14.63		$	15.03		$	15.26		$	14.88
Income from Investment Operations:
Net investment income (loss)		0.05			0.11	¹		0.04	¹		0.02	¹		0.06	¹		(0.14	)		(0.05	)¹		(0.10	)¹		(0.14	)¹		(0.05	)¹		0.15			0.18	¹		0.07	¹		0.04	¹		0.07	¹
Net realized and unrealized gain (loss) on investments		(0.49	)		2.79			0.11			0.58			0.88			(0.37	)		2.67			0.13			0.60			0.85			(0.54	)		2.78			0.10			0.60			0.91
Total from investment operations		(0.44	)		2.90			0.15			0.60			0.94			(0.51	)		2.62			0.03			0.46			0.80			(0.39	)		2.96			0.17			0.64			0.98
Less Distributions From:
Net investment income		(0.13	)		(0.02	)		(0.02	)		(0.04	)		–			(0.01	)		–			–			–			–			(0.18	)		(0.07	)		(0.04	)		(0.08	)		(0.00	)⁴
Capital gains		(1.16	)		(0.50	)		(0.53	)		(0.79	)		(0.60	)		(1.16	)		(0.50	)		(0.53	)		(0.79	)		(0.60	)		(1.16	)		(0.50	)		(0.53	)		(0.79	)		(0.60	)
Total distributions		(1.29	)		(0.52	)		(0.55	)		(0.83	)		(0.60	)		(1.17	)		(0.50	)		(0.53	)		(0.79	)		(0.60	)		(1.34	)		(0.57	)		(0.57	)		(0.87	)		(0.60	)
Net increase (decrease) in net asset value		(1.73	)		2.38			(0.40	)		(0.23	)		0.34			(1.68	)		2.12			(0.50	)		(0.33	)		0.20			(1.73	)		2.39			(0.40	)		(0.23	)		0.38
Net Asset Value at end of period	$	15.23		$	16.96		$	14.58		$	14.98		$	15.21		$	14.19		$	15.87		$	13.75		$	14.25		$	14.58		$	15.29		$	17.02		$	14.63		$	15.03		$	15.26
Total Return (%)²		(3.00	)		19.94			1.00			3.90			6.45			(3.68	)		19.06			0.21			3.10			5.66			(2.73	)		20.25			1.18			4.16			6.72
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$	3,460		$	3,890		$	3,168		$	3,435		$	3,639		$	324		$	416		$	392		$	437		$	522		$	38,932		$	90,637		$	91,448		$	83,728		$	60,279
Ratios of expenses to average net assets (%)		1.50			1.50			1.51			1.50			1.50			2.26			2.25			2.26			2.25			2.25			1.25			1.25			1.26			1.25			1.25
Ratio of net investment income (loss) to average net assets (%)		0.33			0.68			0.24			0.09			0.35			(0.42	)		(0.07	)		(0.51	)		(0.66	)		(0.40	)		0.54			0.95			0.49			0.32			0.59
Portfolio turnover (%)³		16			20			19			19			29			16			20			19			19			29			16			20			19			19			29

	INTERNATIONAL STOCK FUND
	CLASS A															CLASS B															CLASS Y
	Year Ended October 31,															Year Ended October 31,															Year Ended October 31,
	2018			2017			2016			2015			2014			2018			2017			2016			2015			2014			2018			2017			2016			2015			2014
Net Asset Value at beginning of period	$	14.00		$	12.03		$	12.99		$	13.20		$	13.16		$	13.63		$	11.73		$	12.68		$	12.89		$	12.87		$	14.04		$	12.05		$	13.00		$	13.22		$	13.18
Income from Investment Operations:
Net investment income (loss)		0.16			0.10	¹		0.12	¹		0.12	¹		0.16	¹		0.03			0.00	^1,4		0.03	¹		0.03	¹		0.10	¹		2.47			0.34	¹		0.14	¹		(0.05	)¹		0.73	¹
Net realized and unrealized gain (loss) on investments		(1.12	)		2.01			(0.97	)		(0.02	)		(0.02	)		(1.07	)		1.97			(0.95	)		(0.03	)		(0.06	)		(3.40	)		1.82			(0.95	)		0.17			(0.56	)
Total from investment operations		(0.96	)		2.11			(0.85	)		0.10			0.14			(1.04	)		1.97			(0.92	)		–			0.04			(0.93	)		2.16			(0.81	)		0.12			0.17
Less Distributions From:
Net investment income		(0.12	)		(0.14	)		(0.11	)		(0.31	)		(0.10	)		(0.03	)		(0.07	)		(0.03	)		(0.21	)		(0.02	)		(0.15	)		(0.17	)		(0.14	)		(0.34	)		(0.13	)
Total distributions		(0.12	)		(0.14	)		(0.11	)		(0.31	)		(0.10	)		(0.03	)		(0.07	)		(0.03	)		(0.21	)		(0.02	)		(0.15	)		(0.17	)		(0.14	)		(0.34	)		(0.13	)
Net increase (decrease) in net asset value		(1.08	)		1.97			(0.96	)		(0.21	)		0.04			(1.07	)		1.90			(0.95	)		(0.21	)		0.02			(1.08	)		1.99			(0.95	)		(0.22	)		0.04
Net Asset Value at end of period	$	12.92		$	14.00		$	12.03		$	12.99		$	13.20		$	12.56		$	13.63		$	11.73		$	12.68		$	12.89		$	12.96		$	14.04		$	12.05		$	13.00		$	13.22
Total Return (%)²		(6.94	)		17.79			(6.60	)		0.83			1.09			(7.65	)		16.89			(7.27	)		0.06			0.31			(6.72	)		18.18			(6.40	)		1.09			1.29
Ratios/Supplemental Data:
Net Assets at end of period (in 000’s)	$	17,679		$	20,520		$	18,573		$	21,072		$	23,012		$	840		$	1,195		$	1,288		$	1,692		$	2,061		$	1,434		$	10,098		$	15,398		$	15,566		$	7,938
Ratios of expenses to average net assets (%)		1.60			1.60			1.61			1.60			1.60			2.35			2.35			2.36			2.35			2.35			1.35			1.35			1.36			1.35			1.35
Ratio of net investment income to average net assets (%)		1.14			0.82			1.00			0.88			1.13			0.36			0.05			0.21			0.10			0.29			1.12			1.06			1.21			1.27			1.65
Portfolio turnover (%)³		29			32			34			45			44			29			32			34			45			44			29			32			34			45			44

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

² Total return without applicable sales charge.

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

⁴Amounts represent less than $0.005 per share.

See accompanying Notes to Financial Statements.

Madison Funds | October 31, 2018

Notes to the Financial Statements

1. ORGANIZATION

Madison Funds, a Delaware statutory 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 eighteen funds (individually, a “fund,” collectively, the “funds”).

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

The accompanying financial statements include the Government Money Market, 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 and International Stock (collectively, the “Core Funds”), and the Conservative Allocation, Moderate Allocation, and Aggressive Allocation Funds (collectively, the “Allocation 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 Tax-Free Virginia, Tax-Free National, High Quality Bond, Corporate Bond and Dividend Income Funds offer one class of shares: Class Y. 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.

As of February 1, 2017 Class B shares of the funds may not be purchased or acquired, except by exchange from Class B shares of another Madison Fund, or through dividend and/or capital gains reinvestments. Shareholders with investments in Class B shares of the funds may continue to hold such shares until they convert to Class A shares.

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.

Each fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standard Codification Topic 946 “Financial Services–Investment Companies”.

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

Portfolio Valuation: Equity securities, including American Depositary Receipts (“ADRs”), Global Depository 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. They are valued on the basis of last available bid prices or current market quotations provided by dealers or pricing services approved by the Trust. There may be little trading in the secondary market for particular bonds and other debt securities, making them more difficult to value or sell. Asset-backed and mortgage-backed securities are valued by independent pricing services using models that consider estimated cash flows of each tranche of the security, establish a benchmark yield and develop an estimated tranche specific spread to the benchmark yield based on the unique attributes of the tranche.

Investments in shares of open-end mutual funds, including money market funds, are valued at their daily net asset value (“NAV”) which is calculated as of the close of regular trading on the New York Stock Exchange (the “NYSE”), usually 4:00 p.m. Eastern Standard Time, on each day on which the NYSE is open for business. NAV per share is determined by dividing each fund’s total net assets by the number of shares of such fund outstanding at the time of calculation. Because the assets of each Allocation 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 fair 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. Over-the-counter options are valued based upon prices provided by market makers in such securities or dealers in such currencies. 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 fair 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.

Madison Funds | Notes to the Financial Statements - continued | October 31, 2018

Because the 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 an Allocation Fund to do the same because of delays in obtaining the Underlying Fund’s NAV.

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

Recently Issued Accounting Pronouncements: In March 2017, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2017-08 which changes the amortization period for a callable debt security from the maturity date to the earliest call date. The ASU is effective for annual periods beginning after December 15, 2018, and interim periods within those annual periods. At this time, management is still evaluating the impacts this ASU will have on the financial statements.

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820). The amendments in the ASU impact disclosure requirements for fair value measurement. It is anticipated that this change will enhance the effectiveness of disclosures in the notes to the financial statements. This ASU is effective for fiscal years beginning after December 15, 2019. Early adoption is permitted and can include the entire standard or certain provisions that exclude or amend disclosures. For the year ended October 31, 2018, the funds have chosen to adopt the standard. The adoption of this ASU did not have a material impact on the financial statements and other disclosures.

In August 2018, the U.S. Securities and Exchange Commission (“SEC”) adopted amendments to certain financial statement disclosure requirements to conform them to Generally Accepted Accounting Principles (“GAAP”) for investment companies. These amendments made certain removals from, changes to and additions to existing disclosure requirements under Regulation S-X. These amendments became effective for filings made with the SEC after November 5, 2018. The funds’ adoption of these amendments, effective with the financial statements prepared as of October 31, 2018, required modified disclosures reflected herein, but had no effect on the funds’ net assets or results of operations.

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. 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 funds are informed of the dividend. Interest income is recorded on an accrual basis and is increased by the accretion of discount and decreased by the amortization of premium. Amortization and accretion are recorded on the effective yield method.

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

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

Repurchase Agreements: Each fund may engage in repurchase agreements. In a repurchase agreement, a security is purchased for a relatively short period (usually not more than seven days) subject to the obligation to sell it back to the issuer at a fixed time and price plus accrued interest. The funds will enter into repurchase agreements only with members of the Federal Reserve System and with “primary dealers” in U.S. Government securities. As of October 31, 2018, none of the funds held open repurchase agreements.

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

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

Each fund, except the Government Money Market, Tax-Free Virginia and Tax Free National 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 Covered Call & Equity Fund, International Stock Fund, Large Cap Fund and Small Cap Fund had net realized gains of $159, $1,991, $565 and $1,876, related to foreign currency transactions, respectively.

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

Forward Foreign Currency Exchange Contracts: Each fund, except the Government Money Market Fund, Tax-Free Virginia and Tax Free National 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. During the year ended October 31, 2018, none of the funds had open forward foreign currency exchange contracts.

Madison Funds | Notes to the Financial Statements - continued | October 31, 2018

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

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

Illiquid Securities: Each fund currently limits investments in illiquid securities to 15% of net assets at the time of purchase except for the Government Money Market Fund which is governed by the Rule 2(a)-7 liquidity guidelines. An illiquid security is generally defined as a security that a fund reasonably expects cannot be sold or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly changing the market value of the security. At October 31, 2018, there were no illiquid securities held in the funds. 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.

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 fair value of the underlying securities, if the counterparty does not perform under the contract, or if the issuer does not issue the securities due to political, economic or other factors. As of October 31, 2018, none of the funds had entered into such transactions.

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

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

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

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

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

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

The valuation techniques used by the funds to measure fair value for the year ended October 31, 2018 maximized the use of observable inputs and minimized the use of unobservable inputs. The funds estimated the price that would have prevailed in a liquid market for an international equity security given information available at the time of valuation. As of October 31, 2018, none of the funds held securities deemed as a Level 3, and there were no transfers between classification levels.

The following is a summary of the inputs used as of October 31, 2018, in valuing the funds’ investments carried at fair value (please see the Portfolio of Investments for each fund for a listing of all securities within each category):

Fund¹	Quoted Prices In Active Markets for Identical Investments (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Value at 10/31/18
Conservative Allocation
Investment Companies	$	67,295,154	$	–	$	–	$	67,295,154
Short-Term Investments		2,302,547		–		–		2,302,547
		69,597,701		–		–		69,597,701
Moderate Allocation
Investment Companies		134,066,029		–		–		134,066,029
Short-Term Investments		9,244,204		–		–		9,244,204
		143,310,233		–		–		143,310,233
Aggressive Allocation
Investment Companies		60,606,586		–		–		60,606,586
Short-Term Investments		3,234,630		–		–		3,234,630
		63,841,216		–		–		63,841,216
Government Money Market²
U.S. Government and Agency Obligations		–		14,072,323		–		14,072,323
Short-Term Investments		668,855		–		–		668,855
		668,855		14,072,323		–		14,741,178
Tax-Free Virginia
Municipal Bonds		–		20,421,591		–		20,421,591
Tax-Free National
Municipal Bonds		–		22,834,201		–		22,834,201
High Quality Bond
Corporate Notes and Bonds		–		36,775,852		–		36,775,852
U.S. Government and Agency Obligations		–		50,959,957		–		50,959,957
Short-Term Investments		1,153,236		–		–		1,153,236
		1,153,236		87,735,809		–		88,889,045
Core Bond
Asset
Asset Backed Securities		–		10,291,030		–		10,291,030
Collateralized Mortgage Obligations		–		5,281,388		–		5,281,388
Commercial Mortgage-Backed Securities		–		6,253,389		–		6,253,389
Corporate Notes and Bonds		–		63,103,556		–		63,103,556
Long Term Municipal Bonds		–		9,191,019		–		9,191,019
Mortgage Backed Securities		–		35,046,113		–		35,046,113
U.S. Government and Agency Obligations		–		37,332,803		–		37,332,803
Short-Term Investments		3,524,441		–		–		3,524,441
Put Options Purchased		28,750		–		–		28,750
		3,553,191		166,499,298		–		170,052,489

Madison Funds | Notes to the Financial Statements - continued | October 31, 2018

Fund¹	Quoted Prices In Active Markets for Identical Investments (Level 1)			Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Value at 10/31/18
Core Bond - continued
Liabilities
Call Options Written		$ (20,625)			$ –		$ –		$ (20,625)
Corporate Bond
Corporate Notes and Bonds		–			18,831,353		–		18,831,353
Long Term Municipal Bonds		–			415,936		–		415,936
Short-Term Investments		292,118			–		–		292,118
		292,118			19,247,289		–		19,539,407
High Income
Corporate Notes and Bonds		–			17,981,261		–		17,981,261
Short-Term Investments		2,926,034			–		–		2,926,034
		2,926,034			17,981,261		–		20,907,295
Diversified Income
Common Stocks		101,648,010			–		–		101,648,010
Asset Backed Securities		–			2,928,818		–		2,928,818
Collateralized Mortgage Obligations		–			1,650,824		–		1,650,824
Commercial Mortgage-Backed Securities		–			1,394,519		–		1,394,519
Corporate Notes and Bonds		–			19,417,209		–		19,417,209
Long Term Municipal Bonds		–			3,225,539		–		3,225,539
Mortgage Backed Securities		–			10,183,533		–		10,183,533
U.S. Government and Agency Obligations		–			11,785,592		–		11,785,592
Short-Term Investments		4,027,255			–		–		4,027,255
		105,675,265			50,586,034		–		156,261,299
Covered Call & Equity Income
Assets:
Common Stocks		108,881,257			–		–		108,881,257
Exchange Traded Funds		5,782,148			–		–		5,782,148
Short-Term Investments		23,490,395			–		–		23,490,395
		138,153,800			–		–		138,153,800
Liabilities:
Call Options Written		(2,272,021	)		–		–		(2,272,021	)
Dividend Income
Common Stocks		107,267,499			–		–		107,267,499
Short-Term Investments		4,139,265			–		–		4,139,265
		111,406,764			–		–		111,406,764
Large Cap Value
Common Stocks		81,981,448			–		–		81,981,448
Short-Term Investments		5,559,855			–		–		5,559,855
		87,541,303			–		–		87,541,303
Investors
Common Stocks		278,693,051			–		–		278,693,051
Short-Term Investments		15,147,837			–		–		15,147,837
		293,840,888			–		–		293,840,888
Mid Cap
Common Stocks		395,811,376			–		–		395,811,376
Short-Term Investments		32,008,389			–		–		32,008,389
		427,819,765			–		–		427,819,765
Small Cap
Common Stocks		39,703,212			1,896,262		–		41,599,474
Short-Term Investments		1,934,529			–		–		1,934,529
		41,637,741			1,896,262		–		43,534,003
International Stock
Common Stocks
Australia		–			339,560		–		339,560
Belgium		–			250,486		–		250,486
Brazil		–			183,732		–		183,732
Canada		–			1,227,537		–		1,227,537
Denmark		–			264,854		–		264,854
Finland		–			544,341		–		544,341
France		–			2,095,496		–		2,095,496
Germany		–			725,250		–		725,250
Hong Kong		–			77,219		–		77,219

Fund¹		Quoted Prices In Active Markets for Identical Investments (Level 1)			Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Value at 10/31/18
India	$	235,826		$	–	$	–	$	235,826
Ireland		721,897			343,582		–		1,065,479
Israel		–			144,301		–		144,301
Japan		–			2,699,202		–		2,699,202
Luxembourg		–			178,186		–		178,186
Netherlands		–			588,702		–		588,702
Norway		–			564,820		–		564,820
Singapore		–			414,412		–		414,412
Spain		–			300,756		–		300,756
Sweden		–			580,229		–		580,229
Switzerland		–			1,426,676		–		1,426,676
Taiwan		213,360			–		–		213,360
United Kingdom		509,147			3,823,942		–		4,333,089
Preferred Stocks		–			167,988		–		167,988
Short-Term Investments		2,105,454			–		–		2,105,454
		3,785,684			16,941,271		–		20,726,955

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

²At October 31, 2018, 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 enable investors to understand: a) how and why a fund uses derivative investments, b) how derivative instruments are accounted for, and c) how derivative instruments affect a fund’s financial position, and results of operations.

The following table presents the types of derivatives in the fund by location and as presented on the Statements of Assets and Liabilities as of October 31, 2018.

Statements of Asset & Liability Presentation of Fair Values of Derivative Instruments

Asset Derivatives

Liability Derivatives

Fund

Underlying Risk

Statements of
Assets and
Liabilities
Location

Fair Value

Statements of
Assets and
Liabilities
Location

Fair Value

Core Bond

Interest rate

Options purchased

28,750

Options written

$ 20,625

Covered Call &
Equity Income

Equity

Options purchased

–

Options written

2,272,021

The following table presents the effect of derivative instruments on the Statement of Operations for the year ended October 31, 2018.

Fund	Statement of Operations	Underlying Risk	Realized Gain (Loss) on Derivatives:			Change in Unrealized Appreciation (Depreciation) on Derivatives
Core Bond	Options Purchased	Interest rate	$	29,557		$	7,031
	Options Written			(36,459	)		(3,594	)
Total			$	(6,902	)	$	3,437
Covered Call & Equity Income	Options Purchased	Equity	$	(1,414,406	)	$	–
	Options Written			9,280,681			698,686
Total			$	7,866,275		$	698,686

The average volume (based on the open positions at each month-end) of derivative activity during the year ended October 31, 2018.

	Options Purchased Contracts⁽¹⁾		Options Written Contracts⁽¹⁾
Core Bond		25		25
Covered Call & Equity Income		75		18,050
⁽¹⁾ Number of Contracts

Madison Funds | Notes to the Financial Statements - continued | October 31, 2018

There is no impact on the financial statements of the other funds as they did not hold derivative investments during the year ended October 31, 2018.

3. ADVISORY, ADMINISTRATION AND DISTRIBUTION AGREEMENTS

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

Fund	Advisory Fee			Fund	Advisory Fee
Conservative Allocation		0.20	%	High Income		0.55	%
Moderate Allocation		0.20	%	Diversified Income		0.65	%
Aggressive Allocation		0.20	%	Covered Call & Equity Income		0.85	%
Government Money Market		0.40	%	Dividend Income		0.75	%
Tax-Free Virginia		0.50	%	Large Cap Value		0.55	%
Tax-Free National		0.40	%	Investors		0.75	%
High Quality Bond		0.30	%	Mid Cap		0.75	%
Core Bond		0.50	%	Small Cap		1.00	%
Corporate Bond		0.40	%	International Stock		1.05	%

Each of 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 October 31, 2018, are Wellington Management Company, LLP for the Small Cap Fund and Lazard Asset Management LLC for the International Stock 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, 2019, for the purpose of maintaining a one day yield of zero. The amount of the daily waiver was equal to the amount required to maintain a minimum daily distribution rate of zero. For the year ended October 31, 2018, no advisory fees were waived. A portion of the Dividend Income Fund’s advisory fee, 0.10%, is being waived by the Investment Adviser until February 27, 2019. For the year ended October 31, 2018, the waivers totaled $112,419 for Dividend Income Fund and are reflected as fees waived in the accompanying Statements 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
Conservative Allocation		0.25%		0.25%		0.25%		N/A		N/A
Moderate Allocation		0.25%		0.25%		0.25%		N/A		N/A
Aggressive Allocation		0.25%		0.25%		0.25%		N/A		N/A
Government Money Market		0.15%		0.15%		N/A		N/A		N/A
Tax-Free Virginia		N/A		N/A		N/A		0.35%		N/A
Tax-Free National		N/A		N/A		N/A		0.35%		N/A
High Quality Bond		N/A		N/A		N/A		0.19%		N/A
Core Bond		0.15%		0.15%		N/A		0.15%		0.02%
Corporate Bond		N/A		N/A		N/A		0.25%		N/A
High Income		0.20%		0.20%		N/A		0.20%		N/A
Diversified Income		0.20%		0.20%		0.20%		N/A		N/A
Covered Call & Equity Income		0.15%		N/A		0.15%		0.15%		0.02%
Dividend Income		N/A		N/A		N/A		0.35%		N/A
Large Cap Value		0.36%		0.36%		N/A		0.36%		N/A
Investors		0.20%		N/A		N/A		0.20%		0.02%
Mid Cap		0.40%		0.40%		N/A		0.23%		0.02%
Small Cap		0.25%		0.25%		N/A		0.25%		N/A
International Stock		0.30%		0.30%		N/A		0.30%		N/A

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

The Investment Adviser may from time to time contractually or voluntarily agree to waive a portion of its fees or expenses related to the funds. In that regard, the Investment Adviser has contractually agreed to waive a portion of service agreement fees on the Government Money Market Fund Class A Shares and Class B Shares until at least February 27, 2019. The amount of the daily waiver is equal to the amount required to maintain a minimum daily distribution rate of zero. For the year ended October 31, 2018, no services fees were waived. A portion of the Dividend Income Fund’s annual service fee, 0.05%, is being waived by the Investment Adviser until February 27, 2019. For the year ended October 31, 2018, the waivers totaled $56,210 for Dividend Income Fund and are reflected as fees waived in the accompanying Statement of Operations. The Investment Adviser does not have the right to recoup any of these waived fees.

Shareholder Service and Distribution Plans (Rule 12b-1). The Trust 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 Service 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:

Madison Funds | Notes to the Financial Statements - continued | October 31, 2018

	Shareholder Servicing Fee				Distribution Fee		Total Shareholder Servicing and Distribution Fees (Rule 12b-1)
Fund		Class A	Class B	Class C	Class B	Class C		Class A	Class B	Class C
Conservative Allocation		0.25%	0.25%	0.25%	0.75%	0.75%		0.25%	1.00%	1.00%
Moderate Allocation		0.25%	0.25%	0.25%	0.75%	0.75%		0.25%	1.00%	1.00%
Aggressive Allocation		0.25%	0.25%	0.25%	0.75%	0.75%		0.25%	1.00%	1.00%
Government Money Market		N/A	N/A	N/A	0.75%	N/A		N/A	0.75%	N/A
Tax-Free Virginia		N/A	N/A	N/A	N/A	N/A		N/A	N/A	N/A
Tax-Free National		N/A	N/A	N/A	N/A	N/A		N/A	N/A	N/A
High Quality Bond		N/A	N/A	N/A	N/A	N/A		N/A	N/A	N/A
Core Bond		0.25%	0.25%	N/A	0.75%	N/A		0.25%	1.00%	N/A
Corporate Bond		N/A	N/A	N/A	N/A	N/A		N/A	N/A	N/A
High Income		0.25%	0.25%	N/A	0.75%	N/A		0.25%	1.00%	N/A
Diversified Income		0.25%	0.25%	0.25%	0.75%	0.75%		0.25%	1.00%	1.00%
Covered Call & Equity Income		0.25%	N/A	0.25%	N/A	0.75%		0.25%	N/A	1.00%
Dividend Income		N/A	N/A	N/A	N/A	N/A		N/A	N/A	N/A
Large Cap Value		0.25%	0.25%	N/A	0.75%	N/A		0.25%	1.00%	N/A
Investors		0.25%	N/A	N/A	N/A	N/A		0.25%	N/A	N/A
Mid Cap		0.25%	0.25%	N/A	0.75%	N/A		0.25%	1.00%	N/A
Small Cap		0.25%	0.25%	N/A	0.75%	N/A		0.25%	1.00%	N/A
International Stock		0.25%	0.25%	N/A	0.75%	N/A		0.25%	1.00%	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 year ended October 31, 2018, the waivers totaled $179 and is reflected as fees waived in the accompanying Statements 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 year ended October 31, 2018, were as follows:

	Amount Collected						Amount Retained
Fund		Class A		Class B		Class C		Class A		Class B		Class C
Conservative Allocation	$	66,817	$	9,184	$	1,116	$	7,865	$	9,184	$	1,116
Moderate Allocation		129,799		16,469		544		14,794		16,469		544
Aggressive Allocation		88,808		10,208		299		10,303		10,208		299
Government Money Market		–		1,377		N/A		–		1,377		N/A
Core Bond		9,486		1,597		N/A		960		1,597		N/A
High Income		5,099		574		N/A		506		574		N/A
Diversified Income		129,277		9,877		182		16,480		9,877		182
Covered Call & Equity Income		47,627		N/A		1,520		6,440		N/A		1,520
Large Cap Value		28,120		1,799		N/A		3,156		1,799		N/A
Investors		41,312		N/A		N/A		4,768		N/A		N/A
Mid Cap		57,787		4,860		N/A		6,757		4,860		N/A
Small Cap		4,145		295		N/A		346		295		N/A
International Stock		18,891		1,579		N/A		2,128		1,579		N/A

Other Expenses: In addition to the fees described above, the funds are 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 Virginia, Tax-Free National, Core Bond, Corporate Bond, High Income and Diversified Income Funds declare and reinvest dividends, if any, monthly. The Conservative Allocation, High Quality Bond, 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 and International Stock Funds declare and reinvest dividends, if any, annually. The funds distribute net realized gains from investment transactions, if any, to shareholders annually.

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

5. SECURITIES TRANSACTIONS

For the year ended October 31, 2018, 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		$ –	$ –		$ 44,123,198	$ 47,228,544
Moderate Allocation		–	–		105,543,400	112,921,658
Aggressive Allocation		–	–		45,487,495	47,395,580
Tax-Free Virginia		–	–		5,548,110	5,520,182
Tax-Free National		–	–		7,410,113	8,172,527
High Quality Bond		18,263,382	24,771,491		10,640,394	11,783,195
Core Bond		18,105,338	34,641,017		30,614,358	34,058,943
Corporate Bond		–	–		4,207,558	4,719,554
High Income		–	–		5,045,906	6,992,950
Diversified Income		5,934,915	12,012,404		36,584,596	43,529,199
Covered Call & Equity Income		–	–		157,123,468	147,298,191
Dividend Income		–	–		35,107,905	39,240,843
Large Cap Value		–	–		83,792,394	91,962,493
Investors		–	–		115,665,203	152,796,947
Mid Cap		–	–		145,871,521	95,344,228
Small Cap		–	–		12,458,555	65,728,800
International Stock		–	–		7,270,700	17,754,127

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 pursues 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.

Madison Funds | Notes to the Financial Statements - continued | October 31, 2018

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 fair value of the option written. These liabilities are reflected as options written in the Statements 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. See Note 2 for information on derivatives.

7. FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS

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 fair 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 Statements of Assets and Liabilities. During the year ended October 31, 2018, the fund did not enter into any futures contracts.

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 position if prices move in a favorable direction but limits its risk of loss in the event of an unfavorable price movement to the loss of the premium and transaction costs.

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

8. FOREIGN SECURITIES

Each fund, other than the Tax-Free Funds 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 Statements 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 Board of Trustees has authorized the Funds, other than the Government Money Market Fund, to engage in securities lending with State Street Bank and Trust Company as securities lending agent pursuant to a Securities Lending Authorization Agreement (the “Agreement”) and subject to certain securities lending policies and procedures. Under the terms of the Agreement, and subject to the policies and procedures, the authorized funds may lend portfolio securities to qualified borrowers in order to generate additional income, while managing risk associated with the securities lending program. The Agreement requires that loans are collateralized at all times by cash or U.S.government securities, initially equal to at least 102% of the value of domestic securities and 105% of non-domestic securities. The loaned securities and collateral are marked to market daily to maintain collateral at 102% of the total loaned portfolio for each broker/borrower. 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 loss associated with investment of cash and non-cash collateral. A secondary risk is if the borrower defaults on its obligation to return the securities loaned because of insolvency or other reasons. The fund could experience delays and costs in recovering securities loaned or in gaining access to the collateral. Under the Agreement, the securities lending agent has provided a limited indemnification in the event of a borrower default. The funds do not have a master netting agreement.

As of October 31, 2018, the aggregate fair value of securities on loan for the Madison fund family was $25,166,182. Cash collateral received for such loans are reinvested into the State Street Navigator Securities Lending Government Money Market Portfolio. Non-cash collateral is invested in U.S. Treasuries or Government securities. See below for fair value on loan and collateral breakout for each fund and each respective fund’s portfolio of investments for individual securities identified on loan.

	Fair Value on Loan		Cash Collateral		Non-Cash Collateral
Madison Conservative Allocation Fund	$	2,935,496	$	1,561,888	$	1,541,069
Madison Moderate Allocation Fund		9,331,474		7,990,081		1,533,022
Madison Aggressive Allocation Fund		5,690,361		2,409,067		3,509,264
Madison High Quality Bond		265,039		270,963		–
Madison Core Bond Fund		634,467		647,800		–
Madison High Income Fund		1,442,721		1,470,928		–
Madison Diversified Income Fund		345,518		352,310		–
Madison Covered Call & Equity Income		1,410,810		1,406,250		34,713
Madison Large Cap Value Fund		1,791,107		630,788		1,178,965
Madison Small Cap Fund		500,940		508,500		–
Madison International Stock Fund		818,249		859,082		–

Madison Funds | Notes to the Financial Statements - continued | October 31, 2018

10. FEDERAL AND FOREIGN INCOME TAX INFORMATION

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

The funds have not recorded any liabilities for material unrecognized tax benefits as of October 31, 2018. 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 2015-2018.

The tax character of distributions paid during the years ended October 31, 2018 and 2017 were as follows:

	Ordinary Income				Long-Term Capital Gain
Fund		2018		2017		2018		2017
Conservative Allocation	$	1,671,190	$	995,364	$	1,500,836	$	1,025,678
Moderate Allocation		3,234,984		1,636,873		3,897,589		3,970,910
Aggressive Allocation		1,479,235		594,915		2,179,119		1,551,203
Government Money Market		156,093		32,559		–		–
High Quality Bond		1,519,170		1,315,143		–		124,208
Core Bond		4,914,754		5,457,754		65,309		750,502
Corporate Bond		646,146		699,171		148,647		36,169
High Income		1,082,554		1,017,799		–		–
Diversified Income		2,684,671		3,063,597		2,474,390		5,040,396
Covered Call & Equity Income		10,217,816		7,592,744		–		–
Dividend Income		2,013,485		2,730,816		2,417,037		1,581,825
Large Cap Value		1,600,961		6,660,460		7,784,709		8,292,034
Investors		2,761,809		2,374,741		14,652,121		6,645,429
Mid Cap		75,123		2,906		12,318,722		13,577,178
Small Cap		1,371,532		411,838		6,028,679		3,158,385
International Stock		262,752		386,671		–		–

	Tax Exempt Income				Ordinary Income				Capital Gain
Fund		2018		2017		2018		2017		2018		2017
Tax-Free Virginia	$	449,377	$	451,666	$	–	$	–	$	–	$	36,276
Tax-Free National		540,980		596,757		3,539		19,846		73,275		161,271

As of October 31, 2018, the components of distributable earnings on a tax basis were as follows:

Fund

Ordinary Income

Tax Exempt Income

Long-Term Capital Gain

Conservative Allocation

$ –

1,846,126

Moderate Allocation

1,131,497

–

8,855,369

Aggressive Allocation

343,394

–

4,977,290

Government Money Market

302

–

Tax-Free Virginia

–

3,041

–

Tax-Free National

–

8,363

127,563

High Quality Bond

167,417

–

Core Bond

289,557

–

Corporate Bond

23,356

–

4,347

High Income

7,095

–

Diversified Income

2,585

–

12,054,946

Covered Call & Equity Income

5,094,080

–

Dividend Income

56,627

–

11,361,969

Large Cap Value

659,417

–

7,650,469

Investors

1,058,822

–

40,976,910

Mid Cap

2,401,693

–

26,591,905

Small Cap

602,975

–

10,045,062

International Stock

287,676

–

565,369

For federal income tax purposes, the funds listed below have capital loss carryovers as of October 31, 2018, which are available to offset future capital gains, if any, realized through the fiscal year listed:

	No Expiration Date
Fund		Short-Term	Long-Term
Government Money Market		$ 368	$ –
Tax-Free Virginia		16,251	–
High Quality Bond		70,412	182,477
High Income		443,853	1,130,532
Core Bond		164,781	276,470

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

For the year ended October 31, 2018, there were no funds that elected to defer late-year ordinary losses.

For the year ended October 31, 2018, Government Money Market Fund has $5 of expiring pre-RIC Mod capital loss carryover.

For the year ended October 31, 2018, capital losses utilized for each Fund were as follows:

Fund			Amount Utilized
Tax-Free Virginia			$ 1,032
International Stock			2,654,414

At October 31, 2018, the aggregate gross unrealized appreciation (depreciation) and net unrealized appreciation (depreciation) for all securities, as computed on a federal income tax basis for each fund were as follows:

Fund	Appreciation		Depreciation		Net
Conservative Allocation		$ 1,774,352		$ 1,755,972		$ 18,380
Moderate Allocation		8,038,544		2,982,394		5,056,150
Aggressive Allocation		5,313,976		1,399,653		3,914,323
Government Money Market		—		—		—
Tax-Free Virginia		186,648		317,320		(130,672	)
Tax-Free National		310,213		305,775		4,438
High Quality Bond		–		2,195,510		(2,195,510	)
Core Bond		1,012,459		5,906,460		(4,894,001	)
Corporate Bond		60,944		652,328		(591,384	)
High Income		208,835		662,128		(453,293	)
Diversified Income		27,117,216		3,797,578		23,319,638
Covered Call & Equity Income		2,745,038		22,273,216		(19,528,178	)
Dividend Income		17,540,241		1,982,760		15,557,481
Large Cap Value		11,329,757		2,091,438		9,238,319
Investors		70,321,332		3,036,952		67,284,380
Mid Cap		123,765,143		9,708,617		114,056,526
Small Cap		10,196,026		1,229,368		8,966,658
International Stock		4,302,613		994,228		3,308,385

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

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

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

To the extent these book and tax differences are permanent in nature, such amounts are reclassified at the end of the fiscal year among paid-in capital in excess of par value, undistributed net investment income (loss) and undistributed net realized gain (loss) on investments and foreign currency translations. Accordingly, at October 31, 2018, reclassifications were recorded as follows:

Madison Funds | Notes to the Financial Statements - continued | October 31, 2018

Fund	Paid-in Capital			Undistributed Net Investment Income (Loss)			Accumulated Net Realized Gain (Loss)
Conservative Allocation		$ –			$ 285,185			$ (285,185)
Moderate Allocation		–			94,076			(94,076	)
Aggressive Allocation		–			50,513			(50,513	)
Government Money Market		(5	)		–			5
Tax-Free Virginia		–			–			–
Tax-Free National		–			–			–
High Quality Bond		–			–			–
Core Bond		–			332,725			(332,725	)
Corporate Bond		29,801			(29,801	)		–
High Income		–			–			–
Diversified Income		–			98,573			(98,573	)
Covered Call & Equity Income		–			5,278,310			(5,278,310	)
Dividend Income		–			–			–
Large Cap Value		–			614			(614	)
Investors Fund		–			(34	)		34
Mid Cap		–			1,303,458			(1,303,458	)
Small Cap		–			(31,040	)		31,040
International Stock		–			(3,855	)		3,855

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

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

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

The Covered Call & Equity Income Fund invests in options on securities. As the writer of a covered call option, the fund forgoes, during the option’s life, the opportunity to profit from increases in the fair 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 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 Funds are subject to asset allocation risk and manager risk. Manager risk (i.e., fund selection risk) is the risk that the Underlying Fund(s) selected to fulfill a particular asset class underperforms their peers. Asset allocation risk is the risk that the allocation of the fund’s assets among the various asset classes and market segments will cause the fund to underperform other funds with a similar investment objective.

The funds are also subject to cybersecurity risk, which include the risks associated with computer systems, networks and devices to carry out routine business operations. These systems, networks and devices employ a variety of protections

Madison Funds | Notes to the Financial Statements - concluded | October 31, 2018

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 and 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.

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 Issuers”). A summary of the transactions with each Affiliated Underlying Fund during the year ended October 31, 2018 follows:

Fund/Underlying Fund	Beginning Value as of 10/31/2017		Gross Additions		Gross Sales			Realized Gain (Loss)			Change in Unrealized Appreciation (Depreciation)			Value at 10/31/2018		Shares		Dividend Income		Distributions Received¹
Conservative Allocation Fund
Madison Core Bond Fund Class Y	$	15,143,715	$	–	$	(1,424,535	)	$	(66,468)		$	(610,173	)	$	13,042,539		1,370,015	$	373,885	$	378,608
Madison Corporate Bond Fund Class Y		5,205,227		–		–			–			(348,504	)		4,856,723		446,801		161,457		203,511
Madison Dividend Income Fund Class Y		4,204,015		426,856		–			–			139,702			4,770,573		176,622		81,440		176,855
Madison Investors Fund Class Y		4,207,450		494,071		–			–			134,806			4,836,327		202,188		17,145		244,072
Madison Mid Cap Fund Class Y		1,192,059		25,563		(920,400	)		191,696			(143,878	)		345,040		33,728		–		25,564
Totals	$	29,952,466	$	946,490	$	(2,344,935	)	$	125,228		$	(828,047	)	$	27,851,202			$	633,927	$	1,028,610
Moderate Allocation Fund
Madison Core Bond Fund Class Y	$	21,704,905	$	–	$	(3,998,490	)	$	(214,538	)	$	(724,280	)	$	16,767,597		1,761,302	$	566,660	$	573,455
Madison Dividend Income Fund Class Y		15,538,922		1,085,479		(1,597,353	)		217,096			280,765	��		15,524,909		574,784		282,807		635,481
Madison Investors Fund Class Y		15,556,600		1,352,430		(1,898,611	)		441,177			23,252			15,474,848		646,942		63,393		902,430
Madison Large Cap Value Fund Class Y		1,885,886		1,450,888		–			–			(249,906	)		3,086,868		218,307		37,944		200,887
Madison Mid Cap Fund Class Y		3,091,522		611,847		(548,674	)		111,512			12,325			3,278,532		320,482		–		111,846
Totals	$	57,777,835	$	4,500,644	$	8,043,128	)	$	555,247		$	(657,844	)	$	54,132,754			$	950,804	$	2,424,099
Aggressive Allocation Fund
Madison Core Bond Fund Class Y	$	5,659,490	$	–	$	(874,261)		$	(55,600)		$	(202,013	)	$	4,527,616		475,590	$	151,485	$	153,299
Madison Dividend Income Fund Class Y		8,321,210		456,021		(1,098,792	)		141,359			107,921			7,927,719		293,511		147,162		336,021
Madison Investors Fund Class Y		8,330,792		583,266		(850,645	)		131,637			90,143			8,285,193		346,371		33,948		483,265
Madison Large Cap Value Fund Class Y		1,451,371		1,504,602		(753,624	)		26,830			(185,459	)		2,043,720		144,535		29,201		154,602
Madison Mid Cap Fund Class Y		2,150,983		77,818		(396,633	)		77,078			25,841			1,935,088		189,158		–		77,819
Totals	$	25,913,846	$	2,621,707	$	(3,973,955	)	$	321,304		$	(163,566	)	$	24,719,336			$	361,796	$	1,205,006

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

13. SUBSEQUENT EVENTS

Management has evaluated the impact of all subsequent events on the funds through the date the financial statements were available for issue. 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 | October 31, 2018

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Trustees of Madison Funds:

Opinion on the Financial Statements and Financial Highlights

We have audited the accompanying statements of assets and liabilities of Madison Funds (the “Funds”) comprising the Madison Conservative Allocation Fund, Madison Moderate Allocation Fund, Madison Aggressive Allocation Fund, 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, and Madison International Stock Fund, including the portfolios of investments as of October 31, 2018, the related statements of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended, and the related notes. In our opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of each of the funds constituting the Madison Funds as of October 31, 2018, and the results of their operations for the year then ended, the changes in their net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements and financial highlights are the responsibility of the Funds’ management. Our responsibility is to express an opinion on the Funds’ financial statements and financial highlights based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Funds in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement, whether due to error or fraud. The Funds are not required to have, nor were we engaged to perform, an audit of their internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Funds’ internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights. Our procedures included confirmation of securities owned as of October 31, 2018, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

/s/ Deloitte & Touche, LLP

Chicago, IL
December 19, 2018

We have served as the auditor of one or more Madison Funds investment companies since 2009.

Madison Funds | October 31, 2018

Other Information (unaudited)

DISCUSSION OF CONTRACT RENEWAL PROCESS AND CONSIDERATIONS

At an in-person meeting of the Board held on July 26-27, 2018, the Board of Trustees (the “Board” or “Trustees”) of Madison Funds (the “Trust”), and by a separate vote, the Independent Trustees of the Trust, approved the continuance of the Investment Advisory Agreement between the Trust and Madison Asset Management, LLC (the “Adviser”) with respect to the individual series of the Trust (each a “fund” and together, the “funds”) and the continuance of the Investment Sub-Advisory Agreements between the Adviser and each of Wellington Management Company LLP and Lazard Asset Management LLC (each a “Subadviser” and together, the “Subadvisers”) with respect to certain funds.

In determining whether to approve the continuation of the Investment Advisory Agreement and the Investment Sub-Advisory Agreements (together, the “Agreements,” the Adviser and Subadvisers furnished information necessary for a majority of the Independent Trustees to make the determination that the continuance of the Agreements was in the best interests of the respective funds and their shareholders. The information provided to the Board included: (1) data comparing advisory fees and expense ratios of comparable investment companies; (2) comparative performance information; (3) the Adviser’s and its affiliates’ revenues and costs of providing services to the funds; and (4) information about the Adviser’s and Subadvisers’ personnel. Prior to voting, the Independent Trustees reviewed the proposed continuance of the Investment Advisory Agreement and the Investment Sub-Advisory Agreements with management and independent legal counsel to the Independent Trustees and received materials from such counsel discussing the legal standards for their consideration of the proposed continuation of the Agreements. The Independent Trustees also reviewed the proposed continuation of the Investment Advisory Agreement and each Investment Sub-Advisory Agreement with independent legal counsel in a private session at which no representatives of management were present. The Independent Trustees made a variety of additional inquiries regarding the written materials provided by the Adviser and the Subadvisers, and representatives of the Adviser and Subadvisers, respectively, discussed with the Independent Trustees each of those additional inquiries at the July 2018 meeting.

In approving the continuance of the Investment Advisory Agreement and the Investment Sub-Advisory Agreements, the Board considered various factors, among them: (1) the nature, extent and quality of services provided by the Adviser and Subadvisers to the funds, as applicable, including the personnel providing such services; (2) the Adviser’s and Subadvisers’ compensation and profitability; (3) a comparison of fees and performance with comparable funds and accounts; (4) economies of scale; and (5) the terms of the Investment Advisory Agreement and the Investment Sub-Advisory Agreements. The Board’s analysis of these factors is set forth below. The Independent Trustees were advised by independent legal counsel throughout the process.

With regard to the nature, extent and quality of the services to be provided by the Adviser and each Sub-Adviser, the Board reviewed the biographies and tenure of the personnel involved in Trust management and the experience of the Adviser (and applicable Sub-Adviser) and its affiliates as investment manager to other investment companies with similar investment strategies or to individual clients or institutions with similar investment strategies. They recognized the wide array of investment professionals employed by the respective firm or firms. Representatives of the Adviser and each Sub-Adviser discussed or otherwise presented their respective firms’ ongoing investment philosophies and strategies intended to provide investment performance consistent with each fund’s investment objectives in a variety of market environments. The Trustees also noted their familiarity with the Adviser and its affiliates due to the Adviser’s history of providing advisory services to its proprietary investment company clients.

The Board also discussed the quality of services provided to the Trust by its applicable transfer agent, fund administrator and custodian as well as the various administrative services provided directly by the Adviser. Such services included arranging for third party service providers to provide all necessary administration as well as supervising any sub-advisers to fund portfolios.

Based on their review of the information provided, the Board determined with respect to each fund that the nature, extent and quality of services provided by the Adviser (and Sub-Adviser, as applicable) to the fund were satisfactory.

With regard to the investment performance of the Trust and the investment adviser, the Board reviewed current performance information provided in the written Board materials. They discussed the reasons for both outperformance and underperformance compared with peer groups and applicable indices and benchmarks. They recognized that the usefulness of comparative performance data as a frame of reference to measure a fund’s performance may be limited because the performance peer group, among other things, may not precisely reflect the objectives and strategies of the Fund, may have a different investable universe, or the composition of the peer group may be limited in size or number as well as other factors. They discussed the unique aspects of the securities markets applicable to particular funds so that the performance of any such funds could be reviewed in context. They reviewed both long-term and short-term performance and considered the effect on long-term performance that may have been attributable to any previous investment advisers/portfolio managers to any fund or to a different investment strategy. They recognized that the performance data reflects a snapshot in time, in this case as of the end of the most recent calendar year or quarter. They took into account that a different performance period, however, could generate significantly different results. Further, they noted that long-term performance can be adversely affected by even one period of significant underperformance so that a single investment decision or theme has the ability to disproportionately affect long-term performance. The Board also noted that on a quarterly basis, they review detailed information for each fund, including investment performance results, portfolio composition and investment philosophies, processes and strategies. They also considered whether any relative underperformance was appropriate in view of the Adviser’s conservative investment philosophy. The Board noted the type of market environments that favor the funds’ strategies and discussed the funds’ performance in such market environments. The Board performed this review in connection with the Adviser and each Sub-Adviser that manages a sub-advised fund. In connection with the review of performance, the Board engaged in a robust and comprehensive discussion of market conditions and discussed the reasons for any fund performance under such conditions. Representatives of the Adviser discussed with the Board the methodology for arriving at peer groups and indices used for performance comparisons. The Board also considered that sometimes, the Morningstar categories the funds fall into do not precisely match a fund’s investment strategy and philosophy.

Based on their review, the Board determined that, given the totality of the above factors and considerations, each fund’s overall investment performance had been satisfactory.

With regard to the costs of the services to be provided and the profits to be realized by the Adviser and its affiliates from the relationship with the Trust, the Board reviewed the expense ratios for a variety of other funds in each fund’s peer group with similar investment objectives. Again, the Board reviewed these matters in connection with the Adviser and each Sub-Adviser that manages a sub-advised fund.

The Board noted that the Adviser or its affiliates, and, as applicable, each Sub-Adviser, provided investment management services to other investment company and/or non-investment company clients and considered the fees charged by the Adviser (and respective Sub-Adviser) to such funds and clients for purposes of determining whether the given advisory fee was disproportionately large under the so-called Gartenberg standard traditionally used by investment company boards

Madison Funds | Other Information (unaudited) - continued | October 31, 2018

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

The Trustees compared each fund’s total expense ratio and advisory fee to those of comparable funds with similar investment objectives and strategies. The Board noted the simple expense structure maintained by the Trust, an advisory fee and a capped administrative “services” expense. The Board reviewed total expense ratios paid by other funds with similar investment objectives, recognizing that such a comparison, while not dispositive, was an important consideration.

The Trustees sought to ensure that fees paid by the Trust were appropriate. The Board reviewed materials demonstrating that although the Adviser is compensated for a variety of the administrative services it provides or arranges to provide to the funds pursuant to its administrative services agreement with the Trust (or series, as the case may be) (“Services Agreement”), such compensation does not always cover all costs because the Services Agreement effectively acts as a cap on administrative expenses. Therefore, the Board recognized that some of the administrative, operational, regulatory or compliance fees or costs in excess of the Services Agreement fees are paid by the Adviser from investment advisory fees earned. In this regard, the Trustees noted that examination of each fund’s total expense ratio compared to those of other investment companies was more meaningful than a simple comparison of basic “investment management only” fee schedules.

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

In reviewing costs and profits, the Board noted that for some smaller funds, the salaries of all portfolio management personnel, trading desk personnel, corporate accounting personnel and employees of the Adviser who serve as Trust officers, as well as facility costs (e.g., rent, etc.), could not be supported by fees received from such portfolios alone. However, the Board recognized that the Trust is profitable to the Adviser because such salaries and fixed costs are already paid in whole or in part from revenue generated by management of other client assets managed by the Adviser, including the Trust as a consolidated family of investment companies. The Trustees noted that total assets managed by the Adviser and its affiliates were approximately $16 billion at the time of the meeting. As a result, although the fees paid by an individual fund at its present size might not be sufficient to profitably support a stand-alone fund, the Trust is reasonably profitable to the Adviser as part of its larger, diversified organization. In sum, the Trustees recognized that the Trust is important to the Adviser and is managed with the attention given to the Adviser’s other clients.

Based on the foregoing, the Board concluded that the level of profitability to the Adviser and its affiliates was reasonable in light of the services provided. In considering the profitability of the Sub-Advisers, the Board noted that the sub-advisory fees payable under the Sub-Advisory Agreements are paid by the Adviser out of the fees that it receives under the Advisory Agreement and were negotiated by the Adviser at arm’s length. As a consequence, the profitability to each Sub-Adviser of its relationship with the applicable fund was not a substantial factor in the Board’s deliberations.

With regard to the extent to which economies of scale would be realized as each fund’s assets increase, the Trustees recognized that at their current asset levels, it was premature to discuss any economies of scale not already factored into the compensation payable under existing Advisory and Services Agreements. In addition, the Trustees recognized that the Adviser was currently waiving certain fees (pursuant to its investment management agreement or pursuant to an applicable Services Agreement, as the case may be) with regard to: the Government Money Market Fund and Dividend Income Fund. Because the Adviser pays the Sub-Advisers’ sub-advisory fees and those fees are negotiated at arm’s length by the Adviser, the Board did not consider the potential economies of scale in the Sub-Advisers’ management of the applicable funds to be a material factor in its consideration.

The Board recognized that another method to help ensure the shareholders share in any economies of scale is to include breakpoints in the advisory fee schedules. Based on its review, the Board concluded that the current advisory fee schedules and fee arrangements and waivers (as applicable) were appropriate and reflect economies of scale to be shared with shareholders when assets under management increase.

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

In considering the renewal of the funds’ Advisory and Sub-Advisory Agreements, the Board, including the Independent Trustees, did not identify any single factor as controlling, and each Trustee may have attributed different weights to the various factors. The Board evaluated all information available to them on a fund-by-fund basis, and their determinations were made separately with respect to each fund. The Board reached the following conclusions regarding each fund’s Advisory (and, as applicable, Sub-Advisory) Agreement, among others: (a) the Adviser (and Sub-Adviser, as applicable) demonstrated that it possesses the capability and resources to perform the duties required of it under the Investment Advisory Agreement; (b) the Adviser (and Sub-Adviser, as applicable) is qualified to manage the fund’s assets in accordance with the fund’s investment objective and strategies; (c) the overall investment performance of the fund is satisfactory relative to the performance of funds with similar investment objectives and relevant indices and benchmarks; (d) the fund’s advisory (and, as applicable, sub-advisory) fee is reasonable in light of the services received by the fund from the Adviser (and, as applicable, Sub-Adviser) and other factors considered; and (e) the Adviser’s (and Sub-Adviser’s, as applicable) investment strategies are appropriate for pursuing the investment objectives of the fund. Based on the foregoing conclusions, the Board determined with respect to each fund that continuation of the Advisory Agreement with the Adviser was in the best interests of the fund and its shareholders, and that with respect to those funds that are sub-advised, continuation of such fund’s Sub-Advisory Agreement was in the best interests of the fund and its shareholders. Moreover, the Board determined that renewal of the Services Agreements for those funds with such agreements currently in place was in the best interests of each respective fund and its shareholders.

Madison Funds | Other Information (unaudited) - continued | October 31, 2018

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 October 31, 2018. Expenses paid during the period in the tables below are equal to the fund’s annualized expense ratio, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half fiscal year period).

Actual Expenses

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

	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	$	991.30		0.70	%	$	3.51	$	987.70		1.45	%	$	7.26
Moderate Allocation*		1,000		987.20		0.70	%		3.51		983.70		1.45	%		7.25
Aggressive Allocation*		1,000		982.00		0.70	%		3.50		978.20		1.45	%		7.23
Government Money Market		1,000		1,006.90		0.55	%		2.78		1,003.10		1.26	%		6.56
Core Bond		1,000		995.70		0.90	%		4.53		992.00		1.65	%		8.28
High Income		1,000		997.40		1.00	%		5.03		993.80		1.75	%		8.79
Diversified Income		1,000		1,032.60		1.10	%		5.64		1,028.60		1.85	%		9.46
Covered Call & Equity Income		1,000		1,001.10		1.25	%		6.30		N/A		N/A			N/A
Large Cap Value		1,000		954.10		1.16	%		5.71		950.10		1.91	%		9.39
Investors		1,000		1,061.90		1.20	%		6.24		1,000.00		N/A			N/A
Mid Cap		1,000		1,043.80		1.40	%		7.21		1,039.10		2.15	%		11.05
Small Cap		1,000		976.30		1.50	%		7.52		972.60		2.26	%		11.24
International Stock		1,000		904.80		1.60	%		7.68		901.00		2.35	%		11.26

	CLASS C
Fund	Beginning Account Value		Ending Account Value		Annual Expense Ratio			Expenses Paid During Period
Conservative Allocation*		$1,000		$987.70		1.45	%		$7.26
Moderate Allocation*		1,000		982.80		1.45	%		7.25
Aggressive Allocation*		1,000		978.20		1.45	%		7.23
Diversified Income		1,000		1,027.90		1.85	%		9.46
Covered Call & Equity Income		1,000		997.50		2.00	%		10.07

	CLASS Y
Fund	Beginning Account Value		Ending Account Value		Annual Expense Ratio			Expenses Paid During Period
Tax-Free Virginia		$1,000		$ 999.80		0.85	%		$4.28
Tax-Free National		1,000		1,003.70		0.75	%		3.79
High Quality Bond		1,000		1,004.00		0.49	%		2.48
Core Bond		1,000		998.00		0.65	%		3.27
Corporate Bond		1,000		994.20		0.65	%		3.27
High Income		1,000		998.60		0.75	%		3.78
Covered Call & Equity Income		1,000		1,002.20		1.00	%		5.05
Dividend Income		1,000		1,053.80		0.95	%		4.92
Large Cap Value		1,000		954.80		0.91	%		4.48
Investors		1,000		1,063.10		0.95	%		4.94
Mid Cap		1,000		1,046.00		0.98	%		5.05
Small Cap		1,000		977.00		1.25	%		6.28
International Stock		1,000		906.30		1.35	%		6.49

	CLASS R6
Fund	Beginning Account Value	Ending Account Value		Annual Expense Ratio			Expenses Paid During Period
Core Bond			$ 998.00		0.52	%		$ 2.62
Covered Call & Equity Income			1,003.30		0.87	%		4.39
Investors			1,063.60		0.77	%		4.01
Mid Cap			1,047.10		0.77	%		3.97

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

Madison Funds | Other Information (unaudited) - continued | October 31, 2018

Hypothetical Example for Comparison Purposes

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

	CLASS A										CLASS B
Fund	Beginning Account Value		Ending Account Value		Annual Expense Ratio				Expenses Paid During Period		Ending Account Value		Annual Expense Ratio			Expenses Paid During Period
Conservative Allocation*		$1,000		$1,021.68		0.70	%			$3.57		$1,017.90		1.45	%		$7.38
Moderate Allocation*		1,000		1,021.68		0.70	%			3.57		1,017.90		1.45	%		7.38
Aggressive Allocation*		1,000		1,021.68		0.70	%			3.57		1,017.90		1.45	%		7.38
Government Money Market		1,000		1,022.43		0.55	%			2.80		1,018.65		1.26	%		6.61
Core Bond		1,000		1,020.67		0.90	%			4.58		1,016.89		1.65	%		8.39
High Income		1,000		1,020.16		1.00	%			5.09		1,016.38		1.75	%		8.89
Diversified Income		1,000		1,019.66		1.10	%			5.60		1,015.88		1.85	%		9.40
Covered Call & Equity Income		1,000		1,018.90		1.25	%			6.36		N/A		N/A			N/A
Large Cap Value		1,000		1,019.36		1.16	%	��		5.90		1,015.58		1.91	%		9.70
Investors		1,000		1,019.16		1.20	%			6.11		1,000.00		N/A			N/A
Mid Cap		1,000		1,018.15		1.40	%			7.12		1,014.37		2.15	%		10.92
Small Cap		1,000		1,017.59		1.50	%			7.68		1,013.81		2.26	%		11.47
International Stock		1,000		1,017.14		1.60	%			8.13		1,013.36		2.35	%		11.93

	CLASS C
Fund	Beginning Account Value		Ending Account Value		Annual Expense Ratio			Expenses Paid During Period
Conservative Allocation*		$1,000		$1,017.90		1.45	%		$7.38
Moderate Allocation*		1,000		1,017.90		1.45	%		7.38
Aggressive Allocation*		1,000		1,017.90		1.45	%		7.38
Diversified Income		1,000		1,015.88		1.85	%		9.40
Covered Call & Equity Income		1,000		1,015.12		2.00	%		10.16

	CLASS Y
Fund	Beginning Account Value		Ending Account Value		Annual Expense Ratio			Expenses Paid During Period
Tax-Free Virginia		$1,000		$1,020.92		0.85	%		$4.33
Tax-Free National		1,000		1,021.42		0.75	%		3.82
High Quality Bond		1,000		1,022.74		0.49	%		2.50
Core Bond		1,000		1,021.93		0.65	%		3.31
Corporate Bond		1,000		1,021.93		0.65	%		3.31
High Income		1,000		1,021.42		0.75	%		3.82
Covered Call & Equity Income		1,000		1,020.16		1.00	%		5.09
Dividend Income		1,000		1,020.42		0.95	%		4.84
Large Cap Value		1,000		1,020.62		0.91	%		4.63
Investors		1,000		1,020.42		0.95	%		4.84
Mid Cap		1,000		1,020.27		0.98	%		4.99
Small Cap		1,000		1,018.85		1.25	%		6.41
International Stock		1,000		1,018.40		1.35	%		6.87

	CLASS R6
Fund	Beginning Account Value		Ending Account Value		Annual Expense Ratio			Expenses Paid During Period
Core Bond		$1,000		$1,022.58		0.52	%		$2.65
Covered Call & Equity Income		1,000		1,020.82		0.87	%		4.43
Investors		1,000		1,021.32		0.77	%		3.92
Mid Cap		1,000		1,021.32		0.77	%		3.92

*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.

Madison Funds | Other Information (unaudited) - concluded | October 31, 2018

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 1-800-SEC-0330.

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 or on the SEC’s website at www.sec.gov. The proxy voting records for the Funds for the most recent twelve-month period ended June 30 are available to shareholders at no cost 1-800-SEC-0330 on the SEC’s website at www.sec.gov.

FORWARD-LOOKING STATEMENT DISCLOSURE

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

TAX INFORMATION

Foreign Tax Credits: The funds expect to make an election under Internal Revenue Code Section 853 to pass through foreign taxes paid by the funds to their shareholders. For the year ended 2018, the following funds intend to pass through foreign tax credits and have derived gross income from foreign countries amounting to:

Fund	Foreign Tax Credit Pass-Through	Foreign Source Income
International Stock	$50,718	$773,067

Complete information regarding the funds’ foreign tax credit pass through to shareholders for the year ended October 31, 2018, will be reported in conjunction with Form 1099-DIV.

Corporate Dividends Received Deduction: For the taxable year ended 2018, the following percentage of income dividends paid by the fund qualify for the dividends received deduction available to corporations:

Fund	Percentage		Fund	Percentage
Conservative Allocation		10.07%	Dividend Income		100.00%
Moderate Allocation		38.47%	Investors		90.34%
Aggressive Allocation		25.49%	Large Cap Value		100.00%
Diversified Income		87.84%	Mid Cap		25.35%
Covered Call Equity Income		19.67%	Small Cap		100.00%

Qualified Dividend Income: For the taxable year ended 2018, the funds hereby designate the maximum amount of dividends allowable pursuant to the Internal Revenue Code, as qualified dividend income (“QDI”) eligible for reduced tax rates (the rates range from 5% to 15% depending upon individual’s tax bracket). Complete information regarding each Fund’s income distributions paid during the calendar year 2017, including the portion, if any, which qualify as QDI, will be reported in conjunction with Form 1099-DIV.

Fund	Amount		Fund	Amount
Conservative Allocation		$249,991	Investors		$3,583,199
Moderate Allocation		1,894,607	Large Cap Value		796,557
Aggressive Allocation		449,331	Mid Cap		2,370,111
Diversified Income		2,686,523	Small Cap		398,651
Covered Call & Equity Income		1,843,962	International Stock		338,393
Dividend Income		1,968,552

Madison Funds | October 31, 2018

Trustees and Officers

The address of each Trustee and officer is 550 Science Drive, Madison, WI 53711. The Statement of Additional Information, which includes additional information about the Trustees and officers, is available at no cost on the Fund’s website at www.madisonfunds.com or by calling 1-800-877-6089.

Interested Trustees and Officers

Name and Year of Birth	Position(s) and Length of Time Served	Principal Occupation(s) During Past Five Years	Portfolios Overseen in Fund Complex by Director/Trustee¹	Other Directorships Held by Director/ Trustee
Katherine L. Frank² 1960	Trustee and President, 2009 - Present	Madison Investment Holdings, Inc. (“MIH”) (affiliated investment advisory firm of Madison), Executive Committee Member, 2010 - Present; Vice President, Corporate Management, 2018 - Present; Chief Operating Officer, 2010 - 2017 Madison Asset Management, LLC (“Madison”), Executive Committee Member, 2010 - Present; Vice President, Corporate Management, 2018 - Present; Chief Operating Officer, 2010 - 2017 Madison Investment Advisors, LLC (“MIA”) (affiliated investment advisory firm of Madison), Executive Committee Member, 2010 - Present; Vice President, Corporate Management, 2018 - Present; Chief Operating Officer, 2010 - 2017 Ultra Series Fund (14) (mutual funds), President, 2009 - Present; Madison Covered Call & Equity Strategy Fund (closed end fund), President, 2012 - Present; Madison Strategic Sector Premium Fund (closed end fund), President, 2005 - 2018	32	Ultra Series Fund (14), 2009 - Present
Paul A. Lefurgey 1964	Vice President, 2009 - Present	MIH, Madison and MIA, CEO, 2017 - Present; Chairman - Executive Committee, 2015 - 2017; Director of Fixed Income Investments, 2016 - Present; Executive Director and Head of Fixed Income Investments, 2013 - 2016; Managing Director and Head of Fixed Income Investments, 2005 - 2013 Ultra Series Fund (14), Vice President, 2009 - Present; Madison Covered Call & Equity Strategy Fund, Vice President, 2012 - Present; Madison Strategic Sector Premium Fund, Vice President, 2010 - 2018	N/A	N/A
Greg D. Hoppe 1969	Treasurer, 2009 - Present	MIH and MIA, Vice President, 1999 - Present; Madison, Vice President, 2009 - Present Ultra Series Fund (14), Treasurer, 2009 - Present; Madison Covered Call & Equity Strategy Fund, Treasurer, 2012 - Present; Madison Strategic Sector Premium Fund, Treasurer, 2009 - 2018	N/A	N/A
Holly S. Baggot 1960	Secretary, 1999 - Present Assistant Treasurer, 1999 - 2007 and 2009 - Present	MIH and MIA, Vice President, 2010 - Present; Madison, Vice President, 2009 - Present; MFD Distributor, LLC (“MFD”) (an affiliated brokerage firm of Madison), Vice President, 2012 - Present Ultra Series Fund (14), Secretary, 1999 - Present and Assistant Treasurer, 2009 - Present; Madison Covered Call & Equity Strategy Fund, Secretary and Assistant Treasurer, 2012 - Present; Madison Strategic Sector Premium Fund, Secretary and Assistant Treasurer, 2010 - 2018	N/A	N/A
Kevin Thompson 1966	Chief Legal Officer and Assistant Secretary, 2017 - Present	MIH, MIA and Madison, Chief Legal Officer and Chief Administrative Officer, 2017 - Present Ultra Series Fund (14) and Madison Covered Call & Equity Strategy Fund, Chief Legal Officer and Assistant Secretary, 2017 - Present; Madison Strategic Sector Premium Fund, Chief Legal Officer and Assistant Secretary, 2017 - 2018 CFMG Life Insurance Company, Associate General Counsel, 2012 - 2015; Vice President Wealth Management, 2015 - 2017; President of CBSI 2016 - 2017	N/A	N/A
Steve Fredricks 1970	Chief Compliance Officer, 2018 - Present	MIH, MIA and Madison, Chief Compliance Officer, 2018 - Present Ultra Series Fund (14) and Madison Covered Call & Equity Strategy Fund, Chief Compliance Officer, Anti-Money Laundering Officer and Assistant Secretary, 2018 - Present; Madison Strategic Sector Premium Fund, Chief Compliance Officer, 2018 Jackson National Asset Management, LLC, Senior Vice President and Chief Compliance Officer, 2005 - 2018	N/A	N/A

¹ As of the date of this report, the fund complex consists of Madison Funds with 18 portfolios, the Ultra Series Fund with 14 portfolios and the Madison Covered Call & Equity Strategy Fund (closed end fund) (“MCN”), for a grand total of 33 separate portfolios in the fund complex. Not every Trustee is a member of the Board of Trustees of every fund in the fund complex, as noted above. References to the “Fund Complex” in the following tables have the meaning disclosed in this paragraph.

² “Interested person” as defined in the 1940 Act. Considered an interested Trustee because of the position held with the investment adviser of Madison Funds.

Madison Funds | Trustees and Officers - concluded | October 31, 2018

Name and
Year of Birth

Position(s) and Length
of Time Served

Principal Occupation(s) During Past Five Years

Portfolios Overseen in
Fund Complex by
Director/Trustee¹

Other Directorships Held by Director/ Trustee

Trey Edgerle

1990

Assistant Secretary,
2017 - Present

Ultra Series Fund (14) and Madison Covered Call & Equity Strategy Fund, Assistant Secretary, 2017 - Present; Madison Strategic Sector Premium Fund, Assistant Secretary, 2017 - 2018

U.S. Bancorp, Mutual Fund Compliance Officer, 2013 - 2016

N/A

Independent Trustees

Name and Year of Birth	Position(s) and Length of Time Served¹	Principal Occupation(s) During Past Five Years	Portfolios Overseen in Fund Complex²	Other Directorships Held by Director/ Trustee
James R. Imhoff, Jr. 1944	Trustee, 2009 - Present	First Weber Inc. (real estate brokers), Madison, WI, Chairman, July 2017 - Present; Chief Executive Officer, 1996 - July 2017	33	Park Bank, 1978 - Present First Weber, Inc., 2017 - Present Madison Covered Call & Equity Strategy Fund, 2005 - Present; Ultra Series Fund (14), 2009 - Present; Madison Strategic Sector Premium Fund, 2005 - 2018
Steven P. Riege 1954	Trustee, 2005 - Present	Ovation Leadership (management consulting) Milwaukee, WI, Owner/President, 2001 - Present Robert W. Baird & Company (financial services), Milwaukee, WI, Senior Vice President-Marketing and Vice President-Human Resources, 1986 - 2001	33	Lange Bros. Woodworking Co., Inc., 2017 - Present Ultra Series Fund (14), 2005 - Present; Madison Covered Call & Equity Strategy Fund, 2015 - Present; Madison Strategic Sector Premium Fund, 2014 - 2017 Forward Service Corporation (employment training non-profit), 2010 - 2017
Richard E. Struthers 1952	Trustee, 2004 - Present	Clearwater Capital Management (investment advisory firm), Naples, FL, Chair and Chief Executive Officer 1998 - Present Park Nicollet Health Services, Minneapolis, MN, Chairman, Finance and Investment Committee, 2006 - 2012	33	HealthPartners, 2013 - 2016 Ultra Series Fund (14), 2004 - Present; Madison Covered Call & Equity Strategy Fund, 2017 - Present; Madison Strategic Sector Premium Fund, 2017 - 2018 Park Nicollet Services, 2001 - 2012
Carrie J. Thome 1968	Trustee, 2017- Present	Wisconsin Alumni Research Foundation, Madison, WI, Chief Investment Officer, 2007 - Present	32	Ultra Series Fund (14), May 2017 - Present

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

² As of the date of this report, the fund complex consists of Madison Funds with 18 portfolios, the Ultra Series Fund with 14 portfolios and the Madison Covered Call & Equity Strategy Fund (closed end fund) (“MCN”), for a grand total of 33 separate portfolios in the fund complex. Not every Trustee is a member of the Board of Trustees of every fund in the fund complex, as noted above. References to the “Fund Complex” in the preceding tables have the meaning disclosed in this paragraph.

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Madiison Funds^®

Madison Funds

P.O. Box 219083

Kansas City, MO 64121-9083

1 (800) 877-6089

www.madisonfunds.com

SEC File Number: 811-08261

4460-P1053

Rev. 1018

Madison Funds N-CSRCertified annual shareholder report (management investment company)