Madison Covered Call & Equity Strategy Fund (MCN) N-14 8C Registration statement for closed-end investment company

801 Pennsylvania

Kansas City, MO 64105

Telephone: 816-871-4100

January 8, 2013

Pamela M. Krill

General Counsel & Chief Legal Officer Madison Investment Holdings, Inc.

550 Science Drive Madison, WI53711

Dear Pam:

In connection with the recently executed Master Custodian Agreement and Sub-Administration Agreement for the Madison mutual funds set forth on Appendix A, we wish to confirm that the following agreements have been superseded and are no longer in effect:

• Custodian Agreement dated October 28, 1997 between State Street Bank and Trust Company ("State Street") and MEMBERS Mutual Funds, as amended;

• Investment Accounting Agreement dated October 28, 2000 between State Street and MEMBERS Mutual Funds, as amended;

• Administration Agreement dated October 30, 2000 between State Street and MEMBERS Mutual Funds, as amended;

• Mutual Fund Custody Agreement dated April I, 1997 between State Street and Ultra Series Fund, as amended;

• Investment Accounting Agreement dated October 28, 2000 between State Street and Ultra Series Fund, as amended;

• Services Agreement dated October I, 2001 between State Street and MEMBERS Capital Advisors, Inc., as amended.

To confirm, please sign the enclosed copy of this letter and return it to me. Please do not hesitate to contact me at 816-871-9426 if you have any questions regarding this matter.

Sincerely,

/s/ Bob Triano

Bob Triano

Acknowledged and agreed:

/s/ Pamela M. Krill

Pamela M. Krill

General Counsel & Chief Legal Officer

Madison Investment Holdings, LLC

Appendix A

Fund	Portfolio Name	Share Class	Effective Date
MEMBERS Mutual Funds1	Conservative Allocation Fund	A, B, C	11/1/2012
	Moderate Allocation Fund	A,B,C	11/1/2012
	Aggressive Allocation Fund	A,B,C	11/1/2012
	Cash Reserves Fund	A,B	11/1/2012
	Bond Fund2	A,B,Y,R6	11/1/20123
	High Income Fund	A,B,Y	11/1/2012
	Diversified Income Fund	A,B,C	11/1/2012
	Equity Income Fund	A,C,Y,R6	11/1/2012
	Large Cap Value Fund	A,B,Y	11/1/2012
	Large Cap Growth Fund	A,B,Y	11/1/2012
	Mid Cap Fund	A,B,Y,R6	11/1/20124
	Small Cap Fund	A,B,Y	11/1/2012
	International Stock Fund	A,B,Y	11/1/2012
	Government Fund5	Y	3/1/2013
	Institutional Bond Fund6	Y	3/1/2013
	Investment Grade Corp. Bond Fund7	Y	3/1/2013
	Investors Fund	Y	3/1/2013
	NorthRoad International Fund	Y, R6	3/1/2013
	Dividend Income Fund	Y	3/1/2013
	Disciplined Equity Fund	Y, R6	3/1/2013
	Virginia Tax-Free Fund8	Y	3/1/2013
	Tax-Free National Fund	Y	3/1/2013
Ultra Series Fund	Conservative Allocation Fund	I, II	11/1/2012
	Moderate Allocation Fund	I, II	11/1/2012
	Aggressive Allocation Fund	I, II	11/1/2012
	Money Market Fund	I, II	11/1/2012
	Bond Fund9	I, II	11/1/2012
	High Income Fund	I, II	11/1/2012
	Diversified Income Fund	I, II	11/1/2012
	Large Cap Value Fund	I, II	11/1/2012
	Large Cap Growth Fund	I, II	11/1/2012

1 To be renamed Madison Funds in February 2013.

2 To be renamed Core Bond Fund on 2-28-13.

3 Class R6 will not be serviced until 3-1-13.

4 Class R6 will not be serviced until 3-1-13.

5 To be renamed Government Bond Fund on 4-19-13.

6 To be renamed High Quality Bond Fund on4-19-13.

7 To be renamed Corporate Bond Fund on 4-19-13.

8 To be renamed Tax-Free Virginia Fund on 4-19-13.

9 To be renamed the Core Bond Fund on 5-1-13.

Fund	Portfolio Name	Share Class	Effective Date
	Mid Cap Fund	I, II	11/1/2012
	Small Cap Fund	I, II	11/1/2012
	International Stock Fund	I, II	11/1/2012
	Target Retirement 2020 Fund	I	11/1/2012
	Target Retirement 2030 Fund	I	11/1/2012
	Target Retirement 2040 Fund	I	11/1/2012
	Target Retirement 2050 Fund	I	11/1/2012
Madison Strategic Sector Premium Fund	None	None	1/1/2013
Madison Covered Call & Equity Strategy Fund	None	None	1/1/2013