Madison Mid Cap Fund Investment Strategy Letter - Madison Funds

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Madison Mid Cap Fund Investment Strategy Letter - Madison Funds
September 30, 2018

                                                                                                                                 I N V E S TME N TS ®

        Madison Mid Cap Fund
        Investment Strategy Letter

    Review - 3rd Quarter 2018
    For the third quarter of 2018, the Madison Mid Cap Fund (Class Y) returned 6.38%,
    net of fees, versus a 5.00% return for the Russell Midcap® Index. For the nine months
    ending September 30, 2018, the Fund (Class Y) returned 9.83%, net of fees, versus
    7.46% for the Index.

    Portfolio Review
    Our top five contributors in the second quarter were O’Reilly Automotive, Arch
                                                                                                                                Rich Eisinger
    Capital, TJX Companies, Henry Schein and Fastenal.                                                                        Portfolio Manager
                                                                                                                             Industry since 1994
    Sales growth for O’Reilly Automotive has continued to improve since it slowed down
    to the 1% level in 2017. In the latest quarter ended in June, O’Reilly reported just over
    4% growth in same-store sales, which would put it almost in-line with its historical
    average. The stock price has followed this improvement in sales.

    Arch Capital shares rebounded as fears of accelerating price competition in the
    insurance industry, especially in mortgage insurance, subsided. The jury is still out on
    whether pricing will deteriorate materially, but we feel sufficiently confident that Arch
    will manage through any such period. It remains our largest position.

    The story with TJX Companies is somewhat similar to O’Reilly: sales continued to
    rebound from a 2017 slowdown, with the 6% same-stores sales posted in the quarter                                          Haruki Toyama
    ending July 2018 the best performance in two years. Its core value proposition to                                         Portfolio Manager
    customers was never in question; the improvement stems from better merchandising                                         Industry since 1994
    and store execution.

    While recovering sales growth has helped the stocks of O’Reilly and TJX, there is also
    no doubt that retail stocks have benefited this year from favorable investor sentiment.
    The babies were being thrown out with the bathwater in the Amazon hysteria last
    year, spurred by various news articles and Amazon’s acquisition of Whole Foods, but
    the market has become more discriminating this year. The stocks of the four retailers
    we have owned since the beginning of 2018 have averaged a 33% return through the
    end of September.1 We have been very careful to select retailers that we think are
    generally “Amazon-proof,” and believe we are reaping the benefits of that decision.
    We added a fifth retailer to our ranks, which we discuss below.

     1. The four are CarMax, O’Reilly Automotive, Ross Stores, and TJX Companies
     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 holdings 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.
     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.

   888.971.7135                                                                                                    madisonfunds.com | madisonadv.com
Madison Mid Cap Fund Investment Strategy Letter - Madison Funds
Only a handful of our stocks were down in the quarter, and none by any
 meaningful amount. The five largest detractors to the portfolio were Omnicom,
 Copart, Axalta Coating Systems, Laboratory Corporation of America, and Dollar
 Tree.

 Omnicom shares continue to tread water despite reasonable profit growth –
 the share price is down 7% for the year, while per-share profits are up 12%, or
 perhaps mid-single digits after adjusting for the lower federal tax rate. Revenue
 growth in the U.S. has been weak, while international revenues have been
 strong. With the stock trading for a P/E of 12x there seem to be a lot of bad
 outcomes priced in.

 Copart shares are finally taking a breather after a multi-year run. Volume growth
 in its core business has been so strong that any slack capacity that the company
 had in its infrastructure, including its salvage yards, is now gone. Thus, the
 company is beginning to spend some money to alleviate these pressures. At the
 same time, it’s also starting to gain further traction in Germany and is stepping
 up spending there as well. Copart has opened two yards in Germany over the
 past year, but anticipates it will open several more in the coming months. All this
 spending is crimping margins, but the returns on the spending should be good
 and the outlook remains outstanding.

 Buys and Sells
 The fund was relatively active in the third quarter. We made three new
 investments in the quarter and exited three. Our three new investments were
 a full position in Dollar Tree, and smaller positions in Mohawk Industries and
 Alliance Data Systems. Our three exits were RPM International, DaVita, and
 Zoetis.

 Just several months after we made an investment in RPM earlier this year, the
 company announced that an activist investor had taken a stake and would work
 together with management to improve operational performance and enhance
 shareholder value. The share price spiked on the news and we thought a lot of
 the potential upside became priced in, so we sold our position.

 We’ve been selling down our DaVita holding for some time now as its shares
 have rebounded over the past year, and we decided to sell the remaining
 stake this past quarter. A growing number of regulatory and legal risks have
 developed and intensified, and despite our belief that the core business is worth
 more than its current enterprise value, the “tail” risk of a negative regulatory or
 legal event became too great to ignore.

 Zoetis’s profits grew nicely during our holding period but its multiple grew
 even more. We hate to sell wonderful companies, but with its P/E multiple
 approaching 30x we decided to take our gains.

 We welcome back our old friend Mohawk Industries to our portfolio after an
 absence of some years. The company is the largest manufacturer of flooring
 products in the world. Concerns over rising input costs, foreign exchange
 volatility and a slowing U.S. housing market have all conspired to bring its share
 price down by one-third since the start of the year to an attractive level. CEO
 and owner-operator Jeff Lorberbaum has engineered a series of acquisitions
 over the past two decades that give the company an unassailable lead in its
 global scale, breadth of product and broad distribution capabilities. We are
 delighted to be fellow shareholders with him once again.

 We also welcome a new friend, Alliance Data Systems, one of the largest

888.971.7135                                                                           madisonfunds.com | madisonadv.com
Madison Mid Cap Fund Investment Strategy Letter - Madison Funds
managers of private label credit cards for retailers in the country. Private
 label cards are a wonderful tool to drive customer loyalty and spending for
 retailers. Mature retailers have long known this to be true, but more recently,
 high growth retailers and e-tailers such as Ulta Beauty and Wayfair are finding
 out for themselves by signing with Alliance Data for card management and
 marketing expertise. The key to future growth for Alliance is to sign up enough
 of these newer customers to offset the decline in its mature customer base,
 and we think its success in this regard over the past few years will continue. We
 were able to purchase shares at less than 10x earnings.

 Money does grow on trees
 Dollar Tree, Inc. is the operator of the Dollar Tree chain of stores, which is the
 only one of the so-called national “dollar” store chains that still sells everything
 for one dollar. Due to the difficulty in maintaining a profitable business at that
 price point, most other dollar stores have either gone out of business, been
 acquired, or have long since abandoned the single price point. Meanwhile,
 Dollar Tree’s superb management created an enviable record of strong sales
 and earnings growth sticking to the single price point, with returns on capital
 above 20% for many years.

 While the Dollar Tree chain continues to perform well, the company’s shares
 are down approximately 30% from its highs because of weakness in the Family
 Dollar chain which Dollar Tree acquired in 2015 for around $9 billion and which
 presently accounts for about a quarter of its profits. We think the market is
 overly focused on this smaller piece of the pie, and at the current market
 valuation we are paying a conservative valuation for the Dollar Tree chain and
 getting the Family Dollar piece for free. We like free.

 Our investment should do well under multiple scenarios. Dollar Tree could
 turn around Family Dollar. This would be a big success for us. Dollar Tree
 could continue to struggle with Family Dollar and seek to divest it sometime
 in the next few years, either voluntarily or involuntarily, with an active push
 from shareholders. This would probably result in a successful outcome for us
 as well. And finally, Dollar Tree could continue to struggle with Family Dollar
 but decide to keep it. We don’t think this last scenario is likely, but even in this
 case, we are paying such a low valuation that our investment could work out
 reasonably well.

 As always, thank you for your investment with us.

 Respectfully,

 Rich Eisinger                    Haruki Toyama

 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. 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 Asset Management, LLC does not provide investment advice directly to shareholders of the Madison Funds. Opinions stated are informational
 only and should not be taken as investment recommendation or advice of any kind whatsoever (whether impartial or otherwise).
 Madison Funds are distributed by MFD Distributor, LLC. ©Madison Asset Management, LLC. October 3, 2018.

888.971.7135                                                                                                       madisonfunds.com | madisonadv.com
Madison Mid Cap Fund Investment Strategy Letter - Madison Funds
Time Period: 10/1/2008 to 9/30/2018                                                                                                   Time Period: 10/1/2008 to 9/30/2018
                                                          Madison Investors Y                                                                                                          27,674        Madison Large Cap Value A
September 30, $2018
                30,000                                                                                                                                                                           $ 25,000
                                                        Time Period: 10/1/2008 to 9/30/2018                                                                                                      Time Period: 10/1/2008 to 9/30/2018
                                                           $ 25,000
                                                        $ 30,000                                                                                                                                 $$ 20,000
                                                                                                                                                                                                    30,000
                                                           $ 20,000
                                                        $ 25,000                                                                                                                                 $$ 15,000
                                                                                                                                                                                                    25,000
Madison Mid Cap Fund                                       $ 15,000
                                                        $ 20,000                                                                                                                                 $ 20,000
                                                           $ 10,000                                                                                                                              $ 10,000                              FUNDS®
                                                        $ 15,000                                                                                                                                 $ 15,000
                                                           $ 5,000                                                                                                                               $ 5,000
                                                        $ 10,000                              2010                   2012                     2014                   2016              2018      $ 10,000                           2010               2012
                                                        $ 5,000                                                                                                                                  $ 5,000
                                                             Madison Investors Y           2010                     2012                     2014                   2016               2018
                                                                                                                                                                                        27,674       Madison Large Cap Value A      2010                 2012
                                                         The   Value10/1/2008
                                                          Time Period: of Long-Term
                                                                              to 9/30/2018 Investing                                                                                                        Experienced Management
                                                                                                                                                                                                 Time Period: 10/1/2008 to 9/30/2018
                                                          Madison Mid Cap Y                                                                                                            29,098        Madison Small Cap Y
                                                           $ 30,000                                                                                                                              $ 30,000
 Growth of $10,0001
                      Class Y Shares, Trailing 10-yrs

                                                        Time Period: 10/31/2009 to 9/30/2018
                                                           $ 25,000                                                                                                                              $ 25,000
                                                        $ 20,000
                                                           $ 20,000                                                                                                                              $ 20,000
                                                        $ 18,000
                                                           $ 15,000
                                                        $ 16,000                                                                                                                                 $ 15,000

                                                           $ 10,000
                                                        $ 14,000                                                                                                                                 $ 10,000

                                                        $ 12,000
                                                           $ 5,000                                                                                                                               $ 5,000
                                                                                              2010                   2012                     2014                   2016              2018                 Rich Eisinger       2010Haruki Toyama 2012
                                                        $ 10,000                                                                                                                                            Portfolio Manager       Portfolio Manager
                                                        $ 8,000                                                                                                                                             Industry since 1994     Industry since 1994
                                                             Madison Mid Cap Y                                                                                                         29,098        Madison Small Cap Y
                            Average  Annual 2010  Total Returns2 (%)
                                  Time Period: 10/31/2009 to 9/30/2018
                                                                       2012                                                           2014                         2016                2018

                                                           $ 20,000
                                                          Madison Covered Call & Equity Income Y    Three                                                                               Since
                                                                                                                                                                                       18,546

                                                        Source: Morningstar Direct
                                                          $ 18,000                                 Months            YTD             1 Yr           3 Yr          5 Yr      10 yr   Inception               Fund Features
                                              Class Y $ 16,000                                        6.38          9.83        15.50           14.28         11.44         11.27       10.27               • Fund seeks long-term capital appreciation
                                              Class R6$ 14,000                                        6.45          9.94        15.74           14.56         11.79             -       12.81               • High conviction; 25-40 holdings
                                              Class A $ 12,000
                                                           without sales charge                       6.26          9.41        15.06           13.82         11.06             -       11.73
                                                                                                                                                                                                            • Holdings have elements of growth and
                                                           $ 10,000with sales charge                  0.19          3.09            8.44        11.61             9.74          -       10.53                    value companies

                                              Class B $ 8,000
                                                           without sales charge                       6.14          8.87        14.24           13.00         10.25             -       10.90               • Focus on risk management
                                                                                   2010                      2012                      2014                        2016                2018
                                                                      with sales charge               1.64          4.37            9.74        12.07             9.98          -       10.78
                                              Russell Midcap®     Index
                                                       Madison Covered Call & Equity Income Y         5.00          7.46        13.98           14.52         11.65         12.31      18,546    -                                    Inception
                                                                                                                                                                                                            Class          Ticker                 Exp. Ratio3
                                                           Source: Morningstar Direct                                                                                                                                                   Date

                                                                                                                                                                                                            A              MERAX      9/23/13       1.40%
                            Calendar Year Returns2 (%)                                                                                                                                                      B              MERBX      4/19/13       2.15%
                                                                                 2008       2009      2010          2011      2012           2013          2014     2015       2016      2017               Y              GTSGX      7/21/83       0.98%
                            Class Y                                             -36.61     24.51      21.15         5.10      15.69          28.96         9.42      0.87     12.06      15.63              R6             MMCRX      2/29/12       0.77%
                            Russell Midcap®
                                                                                -41.43     40.48      25.48         -1.55     17.28          34.76     13.22        -2.44     13.80      18.52
                            Index                                                                                                                                                                           Distribution Frequency
                                                                                                                                                                                                            Annual
                            Risk Metrics (%)                                                          3 Yr      5 Yr         10 yr          Characteristics
                            Class Y                                  Upside Capture                93.91      98.38         87.72           Total Number of holdings                        30              Total Net Assets
                                                                     Downside Capture              84.43      98.58         85.16           Active Share                               95.5%
                                                                                                                                                                                                            $447.0 Million
                                                                     Beta                            0.89      0.93          0.85           % Assets in Top 10 stocks                  43.0%
                                                                                                                                            Portfolio Turnover                            22%
                                                                                                                                            Wtd. Average Maket Cap                    $19.2 B

                            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%. Class B shares
                            have no up-front sales charge. If redeemed within six years, however, B shares are subject to a maximum contingent
                            deferred sales charge of 4.5%. 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. Class B
                            shares may not be purchased or acquired, except for exchange from Class B shares of another Madison fund, please see
                            the most recent prospectus for details.
                            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.
Sector Allocation (%)
                                                     30.00

Shareholder Services                                                        26.3                                                                                                                    Mid Cap Fund

                                                     25.00
Madison Funds                                                                                                     22.5
                                                                                                                                                                                                    Russell Midcap® Index

P.O. Box 219083                                      20.00                                                                                                         18.5

Kansas City, MO 64121-9083                           15.00
                                                                                                                         15.0
                                                                                                                                                     14.2
                                                                                                                                              13.1
800.877.6089
                                                                                   12.6

                                                                                                                                       10.0
                                                     10.00                                                                                                  8.8                                                     8.3
                                                                                                                                 7.2                                      6.7                6.6             6.2
                                                                                                            5.2                                                                 5.2
                                                      5.00                                      4.0
                                                               2.6   2.5                                                                                                               2.6

Consultant and                                          --
                                                                                          0.9         1.2
                                                                                                                                                                                                       0.0                  0.0

Advisor Services                                             Communication Consumer
                                                               Services   Discretionary
                                                                                          Consumer
                                                                                           Staples
                                                                                                      Energy      Financials      Health
                                                                                                                                  Care
                                                                                                                                              Industrials         IT      Materials   Real Estate      Utilities      Cash

550 Science Drive
Madison, WI 53711                                    Sector allocation is rounded to the nearest 0.1%.

888.971.7135
                                                     Complete Stock Holdings (%)

                                                     ARCH CAPITAL GROUP LTD                                                     5.2           AXALTA COATING SYSTEMS LTD                                                    3.0
                                                     CDW CORP/DE                                                                4.9           FASTENAL CO                                                                   2.7
                                                     MARKEL CORP                                                                4.7           CROWN CASTLE INTL CORP                                                        2.6
                                                     LIBERTY BROADBAND C                                                        4.7           OMNICOM GROUP                                                                 2.6
                                                     DOLLAR TREE INC                                                            4.0           WR BERKLEY CORP                                                               2.5
                                                     O REILLY AUTOMOTIVE INC                                                    4.0           GLACIER BANCORP INC                                                           2.2
                                                     BROWN + BROWN INC                                                          3.9           ROSS STORES INC                                                               2.2
                                                     CARMAX INC                                                                 3.9           LIBERTY GLOBAL PLC C                                                          2.2
                                                     EXPEDITORS INTL WASH INC                                                   3.9           CROWN HOLDINGS INC                                                            2.1
                                                     BROOKFIELD ASSET MANAGE CL A                                               3.8           ALLIANCE DATA SYSTEMS CORP                                                    2.0
                                                     HENRY SCHEIN INC                                                           3.8           AMPHENOL CORP CL A                                                            1.9
                                                     IHS MARKIT LTD                                                             3.5           MOHAWK INDUSTRIES INC                                                         1.8
                                                     TJX COMPANIES INC                                                          3.5           NEWMARKET CORP                                                                1.6
                                                     LABORATORY CRP OF AMER HLDGS                                               3.4           OCEANEERING INTL INC                                                          1.2
                                                     COPART INC                                                                 3.0           BROWN FORMAN CORP CLASS B                                                     0.9

                      F U ND S ®

Madison Asset Management, LLC does not provide investment advice directly to shareholders of the Madison Funds. Materials on this document are informational only
and should not be taken as investment recommendation or advice of any kind whatsoever (whether impartial or otherwise).

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. 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 10/31/2017. Avg. Market Cap: the size of the companies in which the fund invests. Market capitalization is calculated by number of a company’s shares outstand-
ing times its price per share. Beta: a measure of the fund’s sensitivity to market movements. A portfolio with a beta greater than 1 is more volatile than the market, and a
portfolio with a beta less than 1 is less volatile than the market.
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

                                                                                                                                                                                                                   MSM140572
                                                                                                                                                                                                         MF-GTSGX-070918
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