Exhibit P(4)
CODE OF ETHICS
Robert W. Baird & Co. Incorporated
BAIRD/ A Northwestern Mutual Company
January 2000
<PAGE>
CODE OF ETHICS
1. Regulatory Requirements/Statement of Purpose
Robert W. Baird & Co. Incorporated ("Baird") is a full-service broker-
dealer. Offering investment advice is only part of Baird's business; however,
Baird is also a registered investment adviser. Baird offers investment advice
through several departments including: Baird Investment Management, "Baird
Advisors", the Gellman Group, Investment Consulting Services, Financial Planning
Department, Cornerstone Asset Allocation Services, and Baird Private Investment
Management (collectively referred to as "Baird Investment Advisory
Departments"). At any time, Baird's investment advisory clients ("Advisory
Clients") may include individuals, pension and profit sharing plans, trusts and
estates, charitable organizations, banks and thrift institutions, investment
companies, corporations and other business entities. Baird is the principal
underwriter for an affiliated investment company and the distributor for several
unaffiliated investment companies. Baird's activities as an investment adviser
subject it to various requirements under the securities laws. This Code of
Ethics applies to all Associates whose responsibilities place them in a
potential conflict of interest with Baird's Advisory Clients.
Baird's duties to its Advisory Clients require, among other things, that
neither Baird nor its Associates compete with its Advisory Clients for
investment opportunities. This requirement must be met whether the opportunity
involves a particular security or a matter of market timing or, as in the case
of trading in a personal account before making trades for Advisory Clients
("front running"), both. Therefore, Baird must take all steps necessary to
ensure that not only the firm's transactions but also Associates' personal
investment and outside business activities are conducted in a manner that avoids
both actual conflicts of interest and the appearance of any abuse of the
position of responsibility and trust inherent in the relationship with Baird's
Advisory Clients. To accomplish this result, Baird will, at all times:
(A) Place the interests of Advisory Clients before firm or individual
Advisory Representative interests; and
(B) Require that Baird Advisory Representatives conduct all personal
securities transactions in a manner consistent with this Code of
Ethics to avoid any actual or potential conflicts of interest or any
abuse of their position of trust and influence.
Transactions will be reviewed for compliance with both the letter and the
spirit of this Code of Ethics. As a consequence, if the effect of a personal
investment by an Advisory Representative conflicts with that of an Advisory
Client or deprives an Advisory Client of an investment opportunity otherwise
available to such Advisory Client, that transaction is nevertheless prohibited
by the Code of Ethics. Technical compliance with
<PAGE>
the provisions of this Code of Ethics will not excuse failure to adhere to
either the general principle of fiduciary duty or the appropriate standards of
professional responsibility.
2. Preclearance Procedures
Unless the transaction is exempt under section four below, each Advisory
Representative shall request the written approval of their immediate supervisor
before initiating a transaction in securities for their personal account. Such
approval may be reflected on a Transaction Request Form initialed by the
supervisor. A copy of the form is attached as Exhibit A below. Supervisory
approval is valid only on the business day on which it is received. If the
transaction is not effected on the date approved, the Advisory Representative
must submit a new request for approval. No supervisor may approve the requested
transaction if the transaction would violate the guidelines described in section
three below. Also, no supervisor may knowingly approve a request if the
transaction would deprive an Advisory Client of an investment opportunity.
If Advisory Clients effect transactions in any security that becomes a
prohibited transaction described in section three below, such transaction will
be canceled by the Compliance Department. Any losses sustained during the
intervening period shall be the sole responsibility of the Advisory
Representative. If the securities increased in value during the intervening
period, any profit on the transaction shall be donated to a charitable
organization designated by Baird.
The supervisor, in giving approval, should consider whether the Advisory
Representative has any direct or indirect professional or business relationship
with the issuer or if the proposed transaction has any substantial economic
relationship to any securities being considered for purchase or sale for
Advisory Clients. An Advisory Representative has a direct or indirect
professional relationship with the issuer if, for example, the Advisory
Representative provides consulting services to the issuer, or is an officer or
director of the issuer or its affiliates. A professional relationship may also
exist if an Advisory Representative's immediate family member has such a
relationship with an issuer or its affiliates.
The Advisory Representative is in the best position to know whether
additional information is necessary. However, a supervisor should only approve
proposed transactions after considering whether any additional information may
be required. Please call the Compliance Department or the Legal Department
before approval is granted if you have any questions regarding transaction
approval.
The immediate supervisor for the Advisory Representative who exercises
discretion over Advisory Client transactions is generally the Branch Office
Manager or the Department Manager for the Baird Investment Advisory Department
or their delegate. However, to the extent that a Baird Branch Officer Manager
is the Advisory Representative, the Regional Sales Manager or designated
individuals from the
<PAGE>
Compliance or Legal Department shall review the transaction. In the event that
the Advisory Representative's immediate supervisor is unavailable, the request
should be submitted to the next higher level supervisor. Any preclearance
authorization required for Senior Management will be reviewed by the Investment
Advisory Oversight Committee or personnel as appointed by such Committee.
3. Prohibitions
(A) Personal Investments
Each Baird Associate who provides investment supervisory services for
Advisory Clients, or who is working for or with such Associate, shall be
considered an Advisory Representative and subject to this Code of Ethics. In
each case, Advisory Representatives shall follow the preclearance procedures
described in section two above. In any event, no Advisory Representative shall
purchase or sell, directly or indirectly, any security which he or she has, or
by reason of such transaction acquires, any direct or indirect beneficial
ownership and which he or she knows or should have known at the time of such
purchase or sale is:
(i) the subject of an initial public offering in any equity
securities or securities convertible into equity securities; or,
(ii) offered pursuant to a private placement memorandum unless the
Baird employee who is designated an Advisory Representative
requests and receives the prior written approval of Senior
Management, their Branch Officer Manager or the Compliance
Department, as the case may be. Such written approval may be
granted only after consideration of, among other things, whether
such investment opportunity should be reserved for the Advisory
Clients and whether such Advisory Representative is being offered
the opportunity as a result of his position as an Advisory
Representative. If an Advisory Client later decides to purchase
securities of an issuer the shares of which have been previously
obtained for personal investment by an Advisory Representative,
that investment decision shall be subject to an independent
review by the Investment Advisory Oversight Committee or such
other person whom the Committee may appoint which person shall
have no personal interest in the issuer; or,
(iii) prohibited by the guidelines described in more detail below.
These prohibitions do not prevent Baird Advisory Representatives from
owning or purchasing securities which may be owned or held by one or more
Advisory Clients. Certain transactions, however, shall be permitted only if the
Advisory Representative's
<PAGE>
personal transaction occurs at least seven days before or after the Advisory
Client transaction, as the case may be. In an effort to avoid any assertion
that the Advisory Representative could benefit from an Advisory Client
transaction which could move the security price up, Advisory Representatives may
not:
- Sell personally held securities until at least seven days after
Advisory Clients have completed purchases,
or,
- Buy securities in a personal transaction unless no Advisory
Client purchases the security for at least seven days following a
personal transaction.
Similarly, to attempt to prevent Advisory Representatives from profiting as
a result of Advisory Client transactions which have the ability to decrease the
security price, Advisory Representatives may not:
- Buy securities in a personal transaction until at least seven
days after Advisory Clients have sold the security,
or,
- Sell securities from a personal account unless no Advisory
Clients sell the securities for at least seven days following the
personal transaction.
The Advisory Representative may engage in transactions that are consistent
with the following general guidelines:
- The Advisory Representative may buy a security that has been
purchased for Advisory Clients if the Advisory Representative
purchases at least one business day after purchasing the security
for Advisory Clients;
or,
- The Advisory Representative may sell a security that has been
sold for Advisory Clients if the Advisory Representative sells at
least one business day after selling the security for Advisory
Clients;
or,
- The Advisory Representative may buy a security that will be sold
for Advisory Clients if the Advisory Representative purchases at
least one business day before selling the security for Advisory
Clients;
<PAGE>
or,
- The Advisory Representative may sell a security that will be
purchased for Advisory Clients if the Advisory Representative
sells at least one business day before purchasing the security
for Advisory Clients.
or,
- The Advisory Representative may buy or sell a security on the
same day that the security will be traded for Advisory Clients if
the market capitalization of the security equals or exceeds three
billion dollars ($3,000,000,000) on the day of the transactions
and the transaction for the Advisory Representative does not
represent, either at the time of the transaction or upon
conversion, the purchase or sale of more than one thousand (1000)
shares of common stock and the Advisory Representative's
transaction is effected subsequent to Advisory Client
transactions.
These guidelines do not set forth all possible combinations of securities
transactions; however, any proposed transactions shall be reviewed during the
preclearance process using these, or similar constraints. In some cases, a
supervisor may grant appropriate exceptions based on the facts. If Advisory
Client transactions occur within the one or seven day periods and are not
transactions in securities in excess of $3,000,000,000 market capitalization, as
the case may be, the personal transaction shall be canceled as described in more
detail in section two above.
The prohibitions regarding the purchase of securities related to Advisory
Clients whose accounts are managed within one Baird Investment Advisory
Department will not similarly apply to all other Baird Investment Advisory
Departments unless the facts and circumstances demonstrate that the separate
departments had knowledge of the investment advice being provided to Advisory
Clients in other departments. Prohibitions regarding transactions in securities
will result from knowledge reasonably obtainable by the individual Advisory
Representative based upon their duties within a particular Baird Investment
Advisory Department.
(B) Outside Business Activity
All Baird Associates must be careful to avoid even the appearance of
conflicts of interest and divided loyalty. Additional restrictions may be
imposed upon Baird Advisory Representatives due to their particular Advisory
Client relationships. No Baird Associate who is an Advisory Representative may
engage in outside business activities including, but not limited to, outside
directorships or officerships in another company; a partnership, consultancy or
relationship with another entity; or a financial interest as a
<PAGE>
shareholder in another business without receiving the prior approval of Senior
Management. The Advisory Representative should provide the Compliance
Department with a written description of all pertinent facts regarding the
prospective activity. This material will be reviewed by Senior Management and
Senior Management will provide a written response discussing its review of the
proposed activity.
(C) Gifts or Gratuities
As discussed in Section E of the Baird Associate Handbook, it is Baird's
policy that neither Associates nor members of their immediate families shall
seek favors, gifts, entertainment or the equivalent from outside suppliers of
goods and services.
In keeping with this policy, no Baird Associate who is an Advisory
Representative may give or accept gifts or gratuities of more than a nominal
amount to or from any person or entity that does business with or on behalf of a
Baird Fund or an Advisory Client. Therefore, an Advisory Representative may
give or accept gifts or gratuities subject to a maximum of $100.00 per year to
or from any one source.
4. Exempted Transactions
The prohibitions and preclearance obligations of this Code of Ethics shall
not apply to:
(A) purchases or sales effected in any account over which an
"Advisory Representative," as defined below, has no direct or
indirect influence or control.
(B) purchases or sales of securities which are not eligible for
purchase or sale by the Advisory Clients according to the terms
of the written investment philosophy statement for Advisory
Clients of the Advisory Representative. Investments in private
placements of securities, however, are not excluded and such
investments must be approved prior to purchase.
(C) changes in ownership positions related to stock splits, stock
dividends or other similar actions by an issuer as well as
purchases or sales of securities which are the result of a stock
delivery upon option exercise by a contra party.
(D) purchases of securities which are part of an automatic dividend
reinvestment plan.
(E) purchases of securities effected upon the exercise of rights
issued by any issuer pro rata to all holders of a class of its
securities, to the extent that such rights were acquired from
such issuer, and sales of such rights so acquired.
<PAGE>
5. Reporting Requirements
The Compliance Department will supply to each Advisory Representative a
list of personal transactions as reported to the Compliance Department each
month in the form attached as Exhibit B to this Code of Ethics. Each month the
Advisory Representative must promptly review this report and either correct any
inaccurate information or acknowledge in writing that no other transactions were
undertaken. The monthly reports will be provided to Advisory Representatives in
the following circumstances.
(A) All Advisory Representatives shall conduct personal investment
transactions in one or more accounts held at Baird. These
accounts shall be designated as Advisory Representative accounts
and duplicate information will be forwarded to the Advisory
Representative's Branch Officer Manager or Supervisor and the
Compliance Department. On at least a monthly basis, the Advisory
Representative shall review a record of personal account
transactions as provided by the Compliance Department and affirm,
in writing that:
(i) Each security transaction record reflects all transactions
for the preceding month in which such Advisory
Representative has any direct or indirect beneficial
interest.
(ii) No transactions were effected during the month for the
Advisory Representative.
(B) (i) No Advisory Representative shall open or maintain an account
with a broker-dealer other than Baird without receiving the
prior written approval of the Investment Advisory Oversight
Committee. If approved, such Baird Advisory Representative
shall submit all pertinent information regarding external
accounts to the Compliance Department and direct such
broker-dealer to deliver duplicate copies of confirmations
and monthly statements to the Compliance Department; and,
(ii) Each Advisory Representative who is permitted to maintain an
account at a broker-dealer other than Baird shall after
receiving a
<PAGE>
report from the Compliance Department which reflects
transactions made during the preceding month affirm in
writing that either:
(a) Each security transaction record reflects all
transactions for the preceding month in which such
Advisory Representative has any direct or indirect
beneficial interest.
or,
(b) No transactions were effected during the month for
the Advisory Representative.
(C) Each Advisory Representative who engages in transactions in
private placements of securities or other securities transactions
not effected in such Advisory Representative's brokerage account
shall submit a Monthly Report in the same form as Exhibit B
which shall clearly identify all pertinent information regarding
such securities transactions.
(D) Each Advisory Representative must file an annual statement
certifying that the Advisory Representative has received a copy
of the Code of Ethics, understands his or her duties pursuant to
the Code of Ethics and, for other than newly designated Advisory
Representatives, has complied with the requirements of such Code
of Ethics during the past year. Newly designated Advisory
Representatives must certify that they have complied with the
Code for that period of the year during which they were subject
to the reporting requirements. The Baird Compliance Department
shall distribute the acknowledgment to each Advisory
Representative for review and execution.
6. Sanctions
appropriate sanctions. The sanctions for inappropriate trading activities or
knowingly filing false reports may include, among others, disgorgement of
profits, fines or suspension or termination of employment. Sanctions may be
also be imposed for incomplete or untimely reports.
7. Definitions
(A) "Advisory Clients" include accounts for which a Baird Investment
Advisory Department provides investment supervisory services
including any registered management investment company clients.
Advisory Clients do not include retail or institutional accounts
of registered representatives or their families unless those
accounts participate in one or more services provided by Baird in
its business as an investment adviser.
<PAGE>
(B) "Advisory Representative" means
(i) any officer, director, or employee of Baird or any
member of such person's immediate family (as defined in
NASDR rules on free-riding and withholding)
- who makes any recommendation to Advisory Clients; or
- who participates in the determination of which
recommendations shall be made to Advisory Clients; or
- whose functions or duties relate to the determination of
which recommendations shall be made to Advisory Clients; or
- who, in connection with his or her regular duties obtains
any information regarding securities recommendations to
Advisory Clients prior to the publication of such
recommendations; and
(ii) any person in a control relationship to Baird, or any
affiliated person of such controlling person or any affiliated
person of such affiliated person who, prior to the effective
dissemination of such recommendations, regularly obtains
information concerning the securities recommendations of Baird to
its Advisory Clients.
(C) "Affiliate" shall mean (i) any person directly or indirectly owning,
controlling, or holding with power to vote, 5 per centum or more of
the outstanding voting securities of such other person; (ii) any
person 5 per centum or more whose outstanding voting securities are
directly or indirectly owned, controlled, or held with power to vote,
by such other person; (iii) any person directly or indirectly
controlling, controlled by, or under common control with, such other
person; (iv) any officer, director, partner, copartner, or employee of
such other person; (v) if such other person is an investment company,
any investment adviser thereof or any member of an advisory board
thereof; and (vi) if such other person is an unincorporated investment
company not having a board of directors, the depositor thereof.
(D) A security is "being considered for purchase or sale" when a
recommendation or decision to purchase or sell has been made by an
Advisory Representative and communicated, and, with respect to the
individual making the recommendation, when such person seriously
considers making such a recommendation.
<PAGE>
(E) "Beneficial Ownership" shall be interpreted in the same manner as it
would be in determining whether a person is subject to the provisions
of Section 16 of the Exchange Act of 1934 and the rules and
regulations thereunder, except that the determination of direct or
indirect beneficial ownership shall apply to all securities which an
Advisory Representative has or acquires.
(F) "Control" shall mean the power to exercise a controlling influence
over the management or policies of a company, unless such power is
solely the result of an official position with such company.
(G) "Purchase or sale of a security" includes the buying or writing of an
option to purchase or sell a security and the purchase or sale of
instruments which may be connected to securities the Advisory Client
holds or intends or proposes to acquire.
(H) "Security" shall mean any note, stock, treasury stock, bond,
debenture, evidence of indebtedness, certificate of interest or
participation in any profit-sharing agreement, collateral-trust
certificate, preorganization certificate or subscription, transferable
share, investment contract, voting-trust certificate, certificate of
deposit for a security, fractional undivided interest in oil, gas, or
other mineral rights, any put, call, straddle, option, or privilege on
any security (including a certificate of deposit) or on any group or
index of securities (including any interest therein or based on the
value thereof), or any put, call, straddle, option, or privilege
entered into on a national securities exchange relating to foreign
currency, or, in general, any interest or instrument commonly known as
a "security," or any certificate of interest or participation in,
temporary or interim certificate for, receipt for, guarantee of, or
warrant or right to subscribe to or purchase, any of the foregoing,
except that it shall not include shares of non-affiliated investment
companies<F1> or securities which are direct obligations of the
Government of the United States.
<F1> See, Transamerica Advisors, Inc. (November 4, 1988).
<PAGE>
BAIRD ADVISORY REPRESENTATIVE PRECLEARANCE ORDER TICKET
--------------------------------------------------------------------------------
[ ] LISTED [ ] OTC AGENCY [ ] FIXED INCOME [ ] OPTION [ ] CANCEL
--------------------------------------------------------------------------------
DATE:
--------------------------------------------------------------------------------
BUY
--------------------------
CALL
PUT
--------------------------
QUANTITY
--------------------------
SYMBOL
--------------------------
CUSIP
--------------------------
SECURITY DESCRIPTION
[ ] OPEN [ ] CLOSE
[ ] COVERED [ ] UNCOVERED
--------------------------
PRICE LIMIT
--------------------------
PRICE EXECUTED
--------------------------------------------------------------------------------
[ ] STP [ ] STP LMT [ ] OB [ ] NH [ ] DNR [ ] AON [ ] CLO [ ] WOW
[ ] ND [ ] CASH [ ]
--------------------------------------------------------------------------------
COUPON RATE
--------------------------
MATURITY
--------------------------
PRINCIPAL
--------------------------
ACCRUED INTEREST SOLD
--------------------------
NET AMOUNT
--------------------------
ACCOUNT NUMBER
--------------------------
T
--------------------------
REP# [ ]
TTO
--------------------------
COMMISSION
[ ] TOTAL
$
---------
[ ] DISC.
%
---------
[ ] RATE/SH
----------
[ ] GRS
----------
[ ] WRAP (NO COMMISSION)
--------------------------
ACCOUNT TYPE
1 [ ] CASH 4 [ ] W/I
2 [ ] MARGIN 6 [ ] SHORT
--------------------------
S/N [ ] SOLICITED
[ ] UNSOLICITED
--------------------------
OFFSET/BOLT#
--------------------------
CONTRA/EXCH
--------------------------------------------------------------------------------
ACCOUNT NAME
--------------------------------------------------------------------------------
INVESTMENT ADVISORY REP NAME
--------------------------------------------------------------------------------
TRADE DATE SETTLEMENT DATE
/ / / /
--------------------------------------------------------------------------------
WITH RESPECT TO THE ABOVE TRANSACTION, I HEREBY MAKE THE FOLLOWING
REPRESENTATIONS AND WARRANTIES:
(1) I DO NOT POSSESS ANY MATERIAL NONPUBLIC INFORMATION REGARDING THE SECURITY
OR THE ISSUER OF THE SECURITY.
(2) THE SECURITY IS NOT BEING ACQUIRED IN AN INITIAL PUBLIC OFFERING.
(3) THE SECURITY IS NOT BEING ACQUIRED IN A PRIVATE PLACEMENT OR, IF IT IS, IT
IS BEING ACQUIRED IN COMPLIANCE WITH THE CURRENT CODE OF ETHICS.
(4) THE SECURITY IS NOT BEING ACQUIRED IN CONJUNCTION WITH A DISTRIBUTION OF
STOCK CONSIDERED TO BE A "HOT ISSUE" AS DEFINED BY THE NASD (UNLESS
OTHERWISE EXCEPTED BY NASD CONDUCT RULES).
(5) IF I AM A PORTFOLIO MANAGER, NONE OF THE ACCOUNTS I MANAGE PURCHASED OR
SOLD THIS SECURITY WITHIN THE PREVIOUS SEVEN CALENDAR DAYS AND I DO NOT
ANTICIPATE THAT ANY SUCH CLIENT ACCOUNTS WILL PURCHASE OR SELL THIS
SECURITY WITHIN SEVEN CALENDAR DAYS OF MY PURCHASE OR SALE, UNLESS
OTHERWISE EXCEPTED BY THE CODE.
(6) IF I AM A DESIGNATED ACCESS PERSON, AS DEFINED BY THE CODE OF ETHICS, I
ATTEST THAT NONE OF THE ACCOUNTS, FOR WHICH I HAVE BEEN SO DESIGNATED,
PURCHASED OR SOLD THIS SECURITY WITHIN THE PREVIOUS SEVEN CALENDAR DAYS AND
I DO NOT ANTICIPATE THAT ANY SUCH CLIENT ACCOUNTS WILL PURCHASE OR SELL
THIS SECURITY WITHIN SEVEN CALENDAR DAYS OF MY PURCHASE OR SALE, UNLESS
OTHERWISE EXCEPTED BY THE CODE.
(7) I HAVE READ THE CURRENT BAIRD CODE OF ETHICS AND BELIEVE THAT THE PROPOSED
TRADE FULLY COMPLIES WITH THE REQUIREMENTS OF THE CODE.
INVESTMENT ADVISORY REP REQUESTING APPROVAL
--------------------------------
DATE AND TIME OF REQUEST
--------------------------------
--------------------------------------------------------------------------------
SUPERVISOR APPROVAL
--------------------------------
DATE AND TIME OF APPROVAL
--------------------------------
--------------------------------------------------------------------------------
<PAGE>
BAIRD ADVISORY REPRESENTATIVE PRECLEARANCE ORDER TICKET
--------------------------------------------------------------------------------
[ ] LISTED [ ] OTC AGENCY [ ] FIXED INCOME [ ] OPTION [ ] CANCEL
--------------------------------------------------------------------------------
DATE:
--------------------------------------------------------------------------------
SELL
--------------------------
SHORT SALE [ ]
LONG SALE [ ]
--------------------------
CALL
PUT
--------------------------
QUANTITY
--------------------------
SYMBOL
--------------------------
CUSIP
--------------------------
SECURITY DESCRIPTION
[ ] OPEN [ ] CLOSE
[ ] COVERED [ ] UNCOVERED
--------------------------
PRICE LIMIT
--------------------------
PRICE EXECUTED
--------------------------------------------------------------------------------
[ ] STP [ ] STP LMT [ ] OB [ ] NH [ ] DNR [ ] AON [ ] CLO [ ] WOW
[ ] ND [ ] CASH [ ]
--------------------------------------------------------------------------------
COUPON RATE
--------------------------
MATURITY
--------------------------
PRINCIPAL
--------------------------
ACCRUED INTEREST SOLD
--------------------------
NET AMOUNT
--------------------------
ACCOUNT NUMBER
--------------------------
T
--------------------------
REP# [ ]
TTO
--------------------------
COMMISSION
[ ] TOTAL
$
---------
[ ] DISC.
%
---------
[ ] RATE/SH
----------
[ ] GRS
----------
[ ] WRAP (NO COMMISSION)
--------------------------
ACCOUNT TYPE
1 [ ] CASH 4 [ ]W/I
2 [ ] MARGIN 6 [ ] SHORT
--------------------------
S/N [ ] SOLICITED
[ ] UNSOLICITED
--------------------------
OFFSET/BOLT#
--------------------------
CONTRA/EXCH
--------------------------------------------------------------------------------
ACCOUNT NAME
--------------------------------------------------------------------------------
SELLER CODE
U [ ] LONG - DEL FORM X [ ] INSTR SENT - OTHER
V [ ] LONG - NEED STK PWR Z [ ] LONG- EXCH SEC
W [ ] CLIENT WILL DELIVER Y [ ] SHORT SALE APPROVED BY
--------------------------------------------------------------------------------
TRADE DATE SETTLEMENT DATE
/ / / /
--------------------------------------------------------------------------------
INVESTMENT ADVISORY REP NAME
--------------------------------------------------------------------------------
WITH RESPECT TO THE ABOVE TRANSACTION, I HEREBY MAKE THE FOLLOWING
REPRESENTATIONS AND WARRANTIES:
(8) I DO NOT POSSESS ANY MATERIAL NONPUBLIC INFORMATION REGARDING THE SECURITY
OR THE ISSUER OF THE SECURITY.
(9) IF I AM A PORTFOLIO MANAGER, NONE OF THE ACCOUNTS I MANAGE PURCHASED OR
SOLD THIS SECURITY WITHIN THE PREVIOUS SEVEN CALENDAR DAYS AND I DO NOT
ANTICIPATE THAT ANY SUCH CLIENT ACCOUNTS WILL PURCHASE OR SELL THIS
SECURITY WITHIN SEVEN CALENDAR DAYS OF MY PURCHASE OR SALE (UNLESS
OTHERWISE EXCEPTED BY THE CODE).
(10) IF I AM A DESIGNATED ACCESS PERSON, AS DEFINED BY THE CODE OF ETHICS, I
ATTEST THAT NONE OF THE ACCOUNTS, FOR WHICH I HAVE BEEN SO DESIGNATED,
PURCHASED OR SOLD THIS SECURITY WITHIN THE PREVIOUS SEVEN CALENDAR DAYS AND
I DO NOT ANTICIPATE THAT ANY SUCH CLIENT ACCOUNTS WILL PURCHASE OR SELL
THIS SECURITY WITHIN SEVEN CALENDAR DAYS OF MY PURCHASE OR SALE (UNLESS
OTHERWISE EXCEPTED BY THE CODE).
(11) I HAVE READ THE BAIRD CODE OF ETHICS WITHIN THE PRIOR 12 MONTHS AND BELIEVE
THAT THE PROPOSED TRADE FULLY COMPLIES WITH THE REQUIREMENTS OF THE CODE.
SUPERVISOR APPROVAL
--------------------------------
DATE AND TIME OF APPROVAL
--------------------------------
--------------------------------------------------------------------------------
INVESTMENT ADVISORY REP REQUESTING APPROVAL
--------------------------------
DATE AND TIME OF REQUEST
--------------------------------
--------------------------------------------------------------------------------
<PAGE>
<TABLE>
<CAPTION>
Robert W. Baird & Co. Personal SecuritiesTransaction Report for monitored accounts CM4018 1/31/00 Page 1
Month Ending: February, 1997
ACCT:
Security
Xaction Date Trade Date P/S C Symbol Cusip Description Quantity Net Amount
------------ ----------- ---- ----- -------- ------- ------------ --------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
TOTAL # XACTIONS:
HOL03 139371
</TABLE>
<PAGE>
