June 30, 2016

Madison Mid Cap FundInvestment Strategy Letter

Haruki ToyamaPortfolio ManagerIndustry since 1994

Rich EisingerPortfolio ManagerIndustry since 1994

The Russell Midcap® Index rose 3.18% for the quarter, and the Madison Mid Cap Fund (Class Y) gained 0.23%.

After a few quarters of strong outperformance, our portfolio was out of step with the market in the second quarter. We were underrepresented in the five best-performing sectors of the Index (Energy, Utilities, Consumer Staples, Materials, and Health Care) while overrepresented in the most out-of-favor sector (Consumer Discretionary). Our relative sector weightings have not changed meaningfully for some time. As you know, we are bottom-up stock-pickers and take meticulous care to avoid outsized exposure to all risks, but otherwise do not attempt to shift our portfolio holdings over the short-term like one might shift automobile lanes in an effort to weave through traffic. We believe we are more than adequately diversified for the long-term.

Unquestionably the most significant geopolitical event that occurred during the quarter was Brexit, the result of the referendum vote in the United Kingdom to exit from the European Union. Over the long-term, however, this will surely end up being more of a political and social event than an economic event. But the political does influence the economic, and we acknowledge the uncertainty.

As a predominantly domestic fund, our companies are fairly insulated from any consequences from the vote. There is no doubt, though, that there will be a minor short-term impact at the least. We own one company that operates almost exclusively in Europe: Liberty Global. Aside from that, we estimate that the dent to the appraised value of any of our holdings from a protracted slowdown in European economies will be marginal.

It’s business as usual for our investment team: we’ll take into account the probabilities of various slowdown scenarios, but our hurdle remains strong double-digit returns from our investments, so by and large, the hits to corporate value for the sorts of companies we look at are not enough to influence our decisions by much.

Portfolio Review

The top quarterly contributors to the fund were Copart, Hershey, and Markel, in total adding about 1.7% to the gross return. The bottom quarterly contributors to the fund were Liberty Global, Perrigo, and Sally Beauty, subtracting about 1.6% from the gross return.

Copart shares rose 20% in the quarter, propelled by a strong earnings report. Copart is the largest auctioneer of salvage automobiles in the country. Its profit margin is approaching an all-time high, having fully recovered from a few years of heavy growth investments and escalating expenses. At the same time, volume growth has accelerated, hitting +16% in the latest quarter; part of this is market share gain, part of

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Past performance does not predict future results. Please refer to the final two pages of this piece which contain current performance information for the fund, the risks of investing in the fund and a complete list of the fund’s individual portfolio holdings as of quarter end. Individual portfolio hold-ings are identified to illustrate our approach to investing the fund’s portfolio and are not intended to represent a recommendation to buy or sell any such security.

it is a pick-up in the salvage industry trend. It seems that Copart’s two self-tenders last year at $36 and $39, respectively, for 10% of its shares outstanding, were exceedingly well-timed, in-line with its history of opportunistic share buybacks. The stock ended June at $49 per share and remains one of our largest holdings.

Hershey’s stock price increased briskly, mostly on the last day of the quarter when word leaked that the company had received a buyout offer from Mondelez. More on this later.

Markel shares continued their ascent on strong company performance. As long-time fund investors know, Markel is an insurance company with an additional strategic focus on its equity investment portfolio. Both underwriting results and investment returns have been superb recently, but a growing third leg of its business, Markel Ventures, is beginning to receive due appreciation. The Ventures segment was established just over 10 years ago, when Markel acquired its first non-insurance business, a bakery equipment manufacturer based in Richmond, Virginia. It was part of a deliberate strategy to acquire stakes in private companies, providing Markel with another outlet to put its excess capital to work under the steady hand of Chief Investment Officer (and now co-CEO) Tom Gayner. Additional benefits to private or whole company ownership are tax-efficient access to recurring cash flows and diversification from property and casualty insurance cycles and stock market cycles. Since that first acquisition, Markel has bought over a dozen other companies at reasonable prices, and the Ventures unit now accounts for a fifth of total revenues and an eighth of corporate profits. Depending on the pace of acquisitions and the trajectory of the insurance business, it’s possible that within a few years the pre-tax profit contribution from Ventures will exceed the reported underwriting profits from a cyclically dampened insurance segment. Who could have imagined this to be the case 10 years ago?

Liberty Global shares declined on news of Brexit. Liberty Global is a pan-European cable operator, and garners about 35% of its profits in the U.K. The British pound is worth about a tenth less versus the U.S. dollar compared to pre-Brexit levels, and if that exchange rate holds, Liberty’s earning power will be permanently lower by 3-4% when translated into the currency of its U.S. stockholders such as our fund, all else equal. On top of that, any slowdown in the economies of the U.K. and Europe, as a result of Brexit, will surely impact Liberty. However, its recurring revenue model of cable and phone subscriptions has historically been very resilient in recessions; in 2009 for example, organic revenue in its European operations was up low single-digits and profits were down low single-digits. We like the long-term outlook for Liberty Global shares.

Perrigo shares were disappointing. After more than doubling its free cash flow per share over the previous five years, profits are starting to flatten out. This by itself is not disappointing to us. When we re-initiated our stake, we knew that the company was in for a more difficult period; indeed that was one of the reasons why we sold into the Mylan bid in the first place and re-purchased only a small position. However, the two main issues we identified are turning out to be even more challenging than we thought. First is difficulty at Omega, the European branded OTC company that Perrigo purchased last year. Revenue growth has slowed markedly there and it’s become clear that, as a private company, Omega didn’t have the rigorous processes and controls in place that it should have. Second, pricing in Perrigo’s generic prescription segment is tougher than anticipated. Valeant’s woes are causing an upheaval in that industry, and even though there’s little direct overlap between Perrigo and Valeant, the fallout is across the board. We think both issues are probably temporary. A new executive has been installed at Omega to oversee its operations. In generics, Perrigo’s focus on topical medications which have strong barriers to entry should provide some bulwark until the pricing environment settles down. In the midst of this deterioration earlier this year, long-time CEO Joe Papa left to take the CEO job at Valeant Pharmaceuticals. While Papa built an enviable record at Perrigo, we believe his replacement, COO John Hendrickson, may well be better suited to lead the company out of its current challenges due to a fresher perspective.

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Sally Beauty stock retreated during the quarter after a sharp snapback the previous couple of quarters. Business continues to chug along. Steady improvement in operations is being somewhat offset by wage increase headwinds and a cautious consumer. Earnings per share grew 5% in the most recent quarter, which is not a bad result at all, but we expect higher growth to resume in the not-too-distant future.

No new investments were purchased in the quarter. We sold two positions, Hershey and Motorola Solutions.

The Hershey Company

On the very last day of the quarter, we sold our position in Hershey. The shares had been a good performer since our purchase late last year, but it jumped that day on news that Mondelez had sent the company a letter with a preliminary offer of acquisition for $107 per share. The stock settled in that morning above the offer price, and we reluctantly sold our stake rather than wait to see how events would unfold. The odds of a deal consummating are far from certain, and we decided that a bird in the hand is worth two in the bush. Hershey is the sort of company that we love to own, so a brief review of the investment might be worthwhile.

We doubt if any readers need an introduction to Hershey. It’s an iconic American brand that is etched into the national consciousness. In fact, it’s so ubiquitous and prominent that many people, including professional investors, are often surprised to learn that the company is not a large company by Wall Street standards, but a solid mid-cap company with a market cap of $19 billion (at the time of our purchase). Hershey not only owns the Hershey, Kisses, and Reese’s mega-brands, but also has the U.S. rights to other well-known confectionary brands such as Cadbury and Kit Kat.

The key tenet in our investment was that chocolate was, and is, a special category of food, where the positive emotions associated with its branded products and the occasional indulgence nature of its consumption would make it resistant, though not impervious, to the two meaningful trends enveloping much of the food industry: value/premium barbelling and health consciousness. For evidence, we cited, among other signs, the strong 4-8% organic revenue growth reported over the previous five years by Hershey and some of its confectionary peers, compared to the anemic 0-2% reported by most other big food companies.

Hershey didn’t lack for profitability either, with 20% EBITA margins and 25% returns on capital, both figures exceptional for any company, and considerably higher than its public company peers in the food or chocolate industry. Despite this, there was plenty of room for improvement in those profit metrics. A thorough examination of the company’s cost structure revealed that there were abundant opportunities to improve operating expense efficiency and expand product margins. In addition, its China division was far from scale and was losing money, masking even greater underlying earnings power at its domestic business. What we also liked was that the high margins were a result not of starving the business, but of the natural scale advantages of very high share (45%) in a large single market (U.S. chocolate) and the careful nurturing of a handful of popular brands. Hershey had maintained its 20% EBITA margins from ten years ago while increasing its investment in its brands, raising advertising expense from 2% to 8% of sales during that period.

What had triggered a close look for us was that the stock was trading at an affordable multiple after a few years of price stagnation. In contrast, other food company stocks had been marching upwards in recent years notwithstanding their plainly inferior economics. For the first time in our memory, Hershey stock was trading at a noticeable discount to its peers. On top of that, it traded at a large discount to its private market value, which was readily calculable by looking at bids it had received in the past from strategic suitors.

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Revenue growth had slowed for Hershey in 2015, but that was no different than the trend at most other food companies. The main difference between late last year and a few years before in terms of relative and absolute valuation was that investor attention had drifted. The low interest rate environment and the entry of Brazilian investment firm 3G Capital into the branded food industry through its acquisition of Heinz and Kraft had created a frenzy among investors to find the next consolidation opportunity. Thus, the stock of just about every food company was boosted; in some ways, the worse a company performed, the more a company’s shares were bid up by investors betting on the choicest targets for an acquirer like 3G.

Hershey was left behind in this frenzy for two reasons we can surmise. One, it had industry-leading margins already, reducing the perceived cost-saving opportunity for an acquirer (we think this is an incorrect perception, although it’s not as relevant currently). And two, much more importantly, Hershey can’t be acquired without the blessing of the Hershey Trust, a charitable trust that has voting control of The Hershey Company.

Interestingly, back in 2002, the Trust had put the company up for sale in order to diversify its assets, and after an auction, had agreed to sell to Wrigley at a split-adjusted share price of $44.50. After an outcry from the community of Hershey, PA, and seemingly the entire state of Pennsylvania, the powers-that-be stepped in to quash the sale, even going so far as to change the charitable trust laws and essentially giving the state attorney general authority to intervene in any future decisions to sell The Hershey Company.

Because of this political veto power, it’s long been thought that Hershey would never be sold. Thus, it’s ironic that in the post Heinz-Kraft merger era, Hershey is the first major U.S. food company to receive an official bid. We certainly didn’t see this coming, and the timing of our investment was sheer luck. But there’s no doubt that one of the catalysts for Mondelez’s bid was Hershey’s cheap stock price. We bought the stock at an enterprise value of roughly $21 billion. Wrigley’s bid for the company 14 years ago was at an enterprise value of $13 billion. So at the time of our investment, Hershey’s enterprise value had increased only about 60% from Wrigley’s bid, while its pre-tax pre-interest profits had increased two-and-a-half times. In the meantime, Hershey’s continued success in the U.S. market and the persistent difficulty of international companies in penetrating the U.S. confectionary market had probably increased Hershey’s strategic value.

We don’t bet on takeouts, but we try to incorporate the likelihood of such events happening into a valuation bucket we call “option value.” Even though the state had veto power over any sale, we didn’t think the chances of a takeover attempt were zero, which was almost undoubtedly how the market was valuing the shares. There are many scenarios in which a sale could occur – an acquirer could offer convincing assurances of local job retention, the Trust could make the case that diversification of its assets is paramount, the inclinations of Pennsylvania officials could change, and so on. Hershey has a fantastic U.S. market position, but at some point its fortunes will be limited without the ability to grow internationally, and the industrial logic of a combination with a more international firm may sway even skeptical politicians. The crucial line of reasoning for us at the time of investment was that the stock was meaningfully undervalued without assigning any value to a takeout. That was just gravy. Thanksgiving just came a little early this year.

Motorola Solutions

We sold our stock in Motorola Solutions after it reached our assessment of value. Motorola Solutions is the leading provider of two-way radios and communications systems to public safety users such as police departments and fire departments. At the time of our purchase in early 2015, Motorola Solutions had just recently sold its Enterprise business, and for the first time had become a pure play on the splendid public safety business.

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The Galvin brothers founded Motorola as a battery eliminator maker in 1928. The company quickly transitioned into car radios with big success, making Motorola the first household brand in that emerging category (the Motorola name is reportedly a mashup of “motorcar” and “Victrola,” the latter which was the name of a popular phonograph sold by RCA Victor, the leading phonograph brand at the time). It sold its first car radio receiver to a police department in 1930. With its can-do culture and R&D prowess, the company grew rapidly and diversified over the ensuing years into a myriad of telecommunication and technology businesses, including TVs, radios, consumer cell phones, computers, microprocessors, and cable set-top boxes.

By the late 1990s, however, Motorola had become an unwieldy conglomerate, with many of its businesses languishing from the pressures of commoditizing industries and faster-moving competitors. Through it all, the public safety two-way radio business thrived. This was not apparent at first. One of the undersigned recalls listening to quarterly conference calls held by Motorola management as recently as several years ago, where the vast majority of the discussion centered around the consumer handset business with nary a mention of the public safety business. In SEC filings, the public safety business was buried within the “Enterprise Mobility” segment, which itself was the smallest of the three reported segments at Motorola.

Then six years ago, things began to change. Motorola began breaking apart the conglomerate structure, splitting off units and selling off others. In late 2014, it sold its last remaining unit outside the legacy public safety business for $3.5 billion, launching the renamed Motorola Solutions as a pure play public safety company, with over $2 billion in net cash on its balance sheet. It became the sole continuing independent entity of the Motorola empire that was publicly traded. Despite this, it was still misunderstood. And that’s when we purchased our stake.

Here’s what other investors saw: the remnants of a tired old conglomerate with unexciting technology, market shares that seem unsustainably high, mediocre revenue growth prospects, a bloated cost structure, and shares that traded for a high teens P/E multiple on GAAP earnings. Here’s what we saw: an overcapitalized company with an impenetrable moat, strong odds of market share retention, high and steady cash flows resistant to economic cycles, a cost structure that would only improve under a re-invigorated and newly incentivized management team, and shares trading for 10-11x normalized free cash flow a couple of years out.

At the very core, Motorola’s durable competitive advantage is that its dominant share in public safety radio networks meant that it could spend significantly more than competitors on R&D and its salesforce. In many technology fields, the leading vendor often stacks on feature after feature to its products in order to migrate to higher margin segments and stay on top of the technology curve. Unfortunately, what often happens after a while is that the product offering becomes too complex and expensive, effectively outrunning the needs of a growing portion of its customer base.1 Said another way, the incremental benefits of the added features are often not worth the marginal dollars that customers must pay or the side effects they must endure. One of our judgments was, and is, that Motorola Solutions is partially immune to this effect. For public safety users, features such as reliable back-up power, signals that can penetrate thick walls, large group call capability, and responsive service support, are critical life and death issues and not as susceptible to any sort of trade-down effect.

Thus, Motorola Solutions’ dominant market share has remained high and, if anything, continues to grow despite concerns otherwise. With this standing as a stable foundation, we also saw lots of opportunity in more efficient uses of its capital and right-sizing its expense structure, the latter of which was bloated from inattentiveness endemic to small units of large enterprises. Both opportunities have been amply pursued by the management team. During our investment period, the company bought back almost a quarter of its outstanding stock, made a highly accretive acquisition, and increased its adjusted operating margin from the high teens to low-20s. It also

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communicated the difference between GAAP earnings and cash earnings in a clear and understandable manner. Two years after becoming a focused mono-line company, investors have finally begun to appreciate Motorola Solutions’ strengths. The stock reached our price target and we exited our position.

One quarter after pointing out that our average holding period is approximately five years, we sold two investments with holding periods of one year or less. Sometimes the near-term market price appreciation outstrips our expectations and we feel compelled to act. We maintain a long-term mindset, but are opportunistic in our buys and sells.

Thank you for your investment with us.

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1See Clayton Christensen’s groundbreaking book, The Innovator’s Dilemma, for more on this subject.

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.

Although the information in this report has been obtained from sources that the firm believes to be reliable, we do not guarantee its accuracy, and any such information may be incomplete or condensed. All opinions included in the report constitute the authors’ judgment as of the date of this report and are subject to change without notice. This report is for informational purposes only and is not intended as an offer or solicitation with respect to the purchase or sale of any security.

Madison Funds are distributed by MFD Distributor, LLC. Madison Asset Management, LLC. July 6, 2016

Rich Eisinger Haruki Toyama

June 30, 2016

Madison Mid Cap Fund

Rich Eisinger Portfolio Manager Industry since 1994

Haruki Toyama Portfolio Manager Industry since 1994

Fund Features• Fund seeks long-term capital appreciation

• High conviction; 25-40 holdings

• Holdings have elements of growth and value companies

• Focus on risk management

2016201520142013201220112010200920082007

$21,133

$10,000

Experienced Management

Average Annual Total Returns2 (%)Three Months YTD 1 Yr 3 Yr 5 Yr 10 yr Since Inception

Class Y 0.23 4.50 3.38 9.83 10.40 7.77 9.97

Class R6 0.23 4.68 3.80 10.25 - - 11.71

Class A without sales charge 0.12 4.39 3.12 9.57 - - 10.03

with sales charge -5.67 -1.65 -2.78 7.42 - - 8.02

Class B without sales charge -0.14 3.99 2.37 8.73 - - 9.17

with sales charge -4.64 -0.51 -1.92 7.84 - - 8.46

Russell Midcap® Index 3.18 5.50 0.56 10.80 10.90 8.07 -Class Ticker Inception

Date Exp. Ratio3

A MERAX 9/23/13 1.40%

B MERBX 4/19/13 2.15%

Y GTSGX 7/21/83 0.98%

R6 MMCRX 2/29/12 0.77%

The Value of Long-Term Investing

Gro

wth

of $

10,0

001

Clas

s Y

Shar

es

Calendar Year Returns2 (%)2008 2009 2010 2011 2012 2013 2014 2015

Class Y -36.61 24.51 21.15 5.10 15.69 28.96 9.42 0.87

Russell Midcap® Index -41.46 40.48 25.48 -1.55 17.28 34.76 13.22 -2.44

CharacteristicsTTM P/E 19.9x

P/B 2.7x

3yr EPS Growth 10.4%

ROE 18.6%

Active Share 98.6%

1 Growth of $10,000 is calculated at NAV and assumes all dividends and capital gain distributions were reinvested. It does not take into account sales charges (if applicable) or the effect of taxes. 2 Average annual total returns and calendar year returns assume all distributions are reinvested and reflect applicable fees and expenses. Class A share returns without sales charge would be lower if sales charge were included. Class A share returns with sales charge reflect the deduction of the maximum applicable sales charge of 5.75%. Index returns reflect broad measures of market performance compared the fund and reflect no deduction for sales charges, account fees, expenses or taxes. You cannot invest directly in an index.3 Expense ratios are based on the fund’s most recent prospectus.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.Performance data shown represents past performance. Investment returns and principal value will fluctuate, so that fund shares, when redeemed, may be worth more or less than the original cost. Past performance does not guarantee future results and current performance may be lower or higher than the performance data shown. Visit madisonfunds.com or call 800.877.6089 to obtain performance data current to the most recent month-end.

madisonfunds.com

Distribution Frequency

Annual

Risk Measure (10-year) Class Y

Standard Deviation 15.6%

Downside Capture 85.7%

Upside Capture 88.4%

Total Net Assets

$301.7 Million

Portfolio Turnover

28%

Average Market Cap

$13.2 Billion

Total Number of Holdings

31

MSM140572

MF-GTSGX-070616

Shareholder Services Madison Funds Post Office Box 8390 Boston, MA 02266-8390 800.877.6089

Consultant and Advisor Services550 Science DriveMadison, WI 53711 888.971.7135

madisonfunds.com

Sector allocation is rounded to the nearest 0.1%.

0

5

10

15

20

25

30

Cash/OtherMaterials Telecom UtilitiesInformation Technology

IndustrialsHealth CareFinancialsEnergyConsumer Staples

Consumer Discretionary

Russell Midcap® Index 24.2

15.6

0.9

5.53.1

6.0

27.6

22.5

7.89.7

13.112.6

5.0 5.7

13.7

3.2

7.6

11.5

1.2

Mid Cap Fund

3.6

ROSS STORES INC 5.6

BROWN + BROWN INC 5.6

MARKEL CORP 5.4

COPART INC 5.0

SALLY BEAUTY HOLDINGS INC 4.5

BROOKFIELD ASSET MANAGE CL A 4.0

LIBERTY BROADBAND C 3.7

EXPEDITORS INTL WASH INC 3.6

LABORATORY CRP OF AMER HLDGS 3.4

LIBERTY GLOBAL PLC SERIES C 3.4

OMNICOM GROUP 3.3

CROWN HOLDINGS INC 3.3

DAVITA HEALTHCARE PARTNERS I 3.3

CARMAX INC 3.1

WR BERKLEY CORP 3.1

CDW CORP/DE 3.0

IHS INC CLASS A 2.7

ARCH CAPITAL GROUP LTD 2.4

WORLD FUEL SERVICES CORP 2.4

DISCOVERY COMMUNICATIONS C 2.4

GLACIER BANCORP INC 2.1

AMPHENOL CORP CL A 2.1

FASTENAL CO 2.1

M + T BANK CORP 2.0

CROWN CASTLE INTL CORP 2.0

TIFFANY + CO 2.0

AMERICAN TOWER CORP 1.6

PERRIGO CO PLC 1.2

BROWN FORMAN CORP CLASS B 0.9

OCEANEERING INTL INC 0.8

LIBERTY GLOBAL PLC LILAC C 0.5

Sector Allocation (%)

Complete Stock Holdings

Standard Deviation: the dispersion from an average, which, for a mutual fund, depicts how widely the returns varied over a certain period of time. Higher deviation represents higher volatility. Downside Capture Ratio: a fund’s performance in down markets relative to its benchmark. The security’s downside capture return is divided it by the benchmark’s downside capture return over the time period. Upside Capture Ratio: a fund’s performance in up markets relative to its benchmark. The security’s upside capture return is divided by the benchmark’s upside capture return over the time period. TTM P/E (Price-to-Earnings Ratio): measures how expensive a stock is. It is calculated by the weighted average of a stock’s current price divided by the company’s trailing 12-month (TTM) earnings per share of the stocks in a fund’s portfolio. P/B (Price-to-Book Ratio): measures a company’s stock price in relation to its book value (the total amount raised if its assets were liquidated and paid back all its liabil-ities). EPS Growth: the annual rate at which a company’s earnings are expected to grow. ROE (Return on Equity): a profitability ratio that measures the amount of net income returned as a percentage of shareholders equity. Active Share: the percentage of a portfolio that differs from its benchmark index. Active Share can range from 0% for an index fund that perfectly mirrors its benchmark to 100% for a portfolio with no overlap with an index. Portfolio Turnover: a measure of the trading activity in an investment portfolio—how often securities are bought and sold by a portfolio. It is calculated at the fund level and represents the entire fiscal year ending 10/31/2015. Avg. Market Cap: the size of the companies in which the fund invests. Market capitalization is calculated by number of a company’s shares outstanding times its price per share.P/E, P/Book, ROE and EPS Growth data may adjusted to remove exceptions or other factors that distort the reasonable presentation of the respective statistic. Additional information regarding any such adjustments is available upon request.An investment in the fund is subject to risk and there can be no assurance the fund will achieve its investment objective. The risks associated with an investment in the fund can increase during times of significant market volatility. The principal risks of investing in the fund include: equity risk, mid cap risk, growth and value investing risk, ETF risk, capital gain realization risks to taxpaying shareholders, and foreign security and emerging market risk. More detailed information regarding these risks can be found in the fund’s prospectus.Investing in small, mid-size or emerging growth companies involves greater risks not associated with investing in more established companies, such as business risk, significant stock price fluctuations and illiquity.For more complete information about Madison Funds®, including charges and expenses, obtain a prospectus from your financial adviser, by calling 800.877.6089 or by visiting madisonfunds.com and clicking on prospectus and reports to view or download a copy. Before investing in the funds, consider the investment objectives, risks, charges and expenses. The prospectus contains this and other information about funds and should be read carefully before investing.

Madison Funds are distributed by MFD Distributor, LLC and may be purchased directly from the fund or through your investment professional. Portfolio data is as of the date of this piece unless otherwise noted and holdings are subject to change.Not FDIC Insured | No Financial Institution Guarantee | May Lose Value