Preview | Custody Agreement |

THIS AGREEMENT is made and entered into as of this day of ___, 2005, by and between MADISON STRATEGIC SECTOR PREMIUM FUND, a Delaware statutory trust (the Fund), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America with its principal place of business at Cincinnati, Ohio (the Custodian).

WHEREAS, the Fund is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as a closed-end management investment company, and is authorized to issue shares of beneficial interest;

WHEREAS, the Custodian is a bank having the qualifications prescribed in Section 26(a)(1) of the 1940 Act; and

WHEREAS, the Fund desires to retain the Custodian to act as custodian of the Funds cash and securities.

NOW, THEREFORE, in consideration of the promises and mutual covenants herein contained, and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows:

Whenever used in this Agreement, the following words and phrases shall have the meanings set forth below unless the context otherwise requires:

	1.1	Authorized Person means any Officer or other person duly authorized by resolution of the Board of Trustees to give Oral Instructions and Written Instructions on behalf of the Fund and named in Exhibit A hereto or in such resolutions of the Board of Trustees, certified by an Officer, as may be received by the Custodian from time to time.

	1.2	Board of Trustees shall mean the trustees from time to time serving under the Funds Certificate of Trust, as amended from time to time.

	1.3	Book-Entry System shall mean a federal book-entry system as provided in Subpart O of Treasury Circular No. 300, 31 CFR 306, in Subpart B of 31 CFR Part 350, or in such book-entry regulations of federal agencies as are substantially in the form of such Subpart O.

1.4   Business Day shall mean any day recognized as a settlement day by The New York Stock Exchange, Inc., and any other day for which the Fund computes the net asset value of its Shares.

1.5   Fund Custody Account shall mean any of the accounts in the name of the Fund, which is provided for in Section 3.2 below.

1.6   IRS shall mean the Internal Revenue Service.

1.7   NASD shall mean The National Association of Securities Dealers, Inc.

1.8   Officer shall mean the Chairman, President, any Vice President, any Assistant Vice President, the Secretary, any Assistant Secretary, the Treasurer, or any Assistant Treasurer of the Fund.

1.9   Oral Instructions shall mean instructions orally transmitted to and accepted by the Custodian because such instructions are: (i) reasonably believed by the Custodian to have been given by any two Authorized Persons, (ii) recorded and kept among the records of the Custodian made in the ordinary course of business, and (iii) orally confirmed by the Custodian. The Fund shall cause all Oral Instructions to be confirmed by Written Instructions prior to the end of the next Business Day. If such Written Instructions confirming Oral Instructions are not received by the Custodian prior to a transaction, it shall in no way affect the validity of the transaction or the authorization thereof by the Fund. If Oral Instructions vary from the Written Instructions that purport to confirm them, the Custodian shall notify the Fund of such variance but such Oral Instructions will govern unless the Custodian has not yet acted.

1.10   Proper Instructions shall mean Oral Instructions or Written Instructions.

1.11   SEC shall mean the Securities and Exchange Commission.

1.12   Securities shall include, without limitation, common and preferred stocks, bonds, call options, put options, debentures, notes, bank certificates of deposit, bankers acceptances, mortgage-backed securities or other obligations, and any certificates, receipts, warrants or other instruments or documents representing rights to receive, purchase or subscribe for the same, or evidencing or representing any other rights or interests therein, or any similar property or assets that the Custodian has the facilities to clear and service.

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	1.4	Business Day shall mean any day recognized as a settlement day by The New York Stock Exchange, Inc., and any other day for which the Fund computes the net asset value of its Shares.

	1.5	Fund Custody Account shall mean any of the accounts in the name of the Fund, which is provided for in Section 3.2 below.

	1.6	IRS shall mean the Internal Revenue Service.

	1.7	NASD shall mean The National Association of Securities Dealers, Inc.

	1.8	Officer shall mean the Chairman, President, any Vice President, any Assistant Vice President, the Secretary, any Assistant Secretary, the Treasurer, or any Assistant Treasurer of the Fund.

	1.9	Oral Instructions shall mean instructions orally transmitted to and accepted by the Custodian because such instructions are: (i) reasonably believed by the Custodian to have been given by any two Authorized Persons, (ii) recorded and kept among the records of the Custodian made in the ordinary course of business, and (iii) orally confirmed by the Custodian. The Fund shall cause all Oral Instructions to be confirmed by Written Instructions prior to the end of the next Business Day. If such Written Instructions confirming Oral Instructions are not received by the Custodian prior to a transaction, it shall in no way affect the validity of the transaction or the authorization thereof by the Fund. If Oral Instructions vary from the Written Instructions that purport to confirm them, the Custodian shall notify the Fund of such variance but such Oral Instructions will govern unless the Custodian has not yet acted.

	1.10	Proper Instructions shall mean Oral Instructions or Written Instructions.

	1.11	SEC shall mean the Securities and Exchange Commission.

	1.12	Securities shall include, without limitation, common and preferred stocks, bonds, call options, put options, debentures, notes, bank certificates of deposit, bankers acceptances, mortgage-backed securities or other obligations, and any certificates, receipts, warrants or other instruments or documents representing rights to receive, purchase or subscribe for the same, or evidencing or representing any other rights or interests therein, or any similar property or assets that the Custodian has the facilities to clear and service.