CODE OF ETHICS
Baird Funds, Inc.
Baird Horizon Growth Fund
Baird Core Bond Fund
Baird Aggregate Bond Fund
Baird Intermediate Bond Fund
Baird Intermediate Municipal Bond Fund
Baird Short-Term Bond Fund
BAIRD/ A Northwestern Mutual Company
August 2000
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, Investment Consulting Services, the Financial Planning Department,
Baird Cornerstone Strategic Mutual Fund Portfolios, and Baird Private Investment
Management (collectively referred to as "Baird Investment Advisory
Departments"). At any time, Baird's investment Advisory Clients (as defined
below) may include individuals, pension and profit sharing plans, trusts and
estates, charitable organizations, banks and thrift institutions, corporations
and other business entities including registered or unregistered management
investment companies. Baird is the principal underwriter for an affiliated
investment company, and the distributor for several unaffiliated investment
companies. Baird also serves as the investment advisor for the Baird Family of
Mutual Funds. Baird's activities as an investment adviser subject it to various
requirements under the securities laws. This Code of Ethics discusses the
policies that apply to all individuals whose responsibilities for the Baird
Funds, Inc. (the "Funds") place them in a potential conflict of interest with
the Funds' clients. As a result, not all Baird associates are subject to
responsibilities under this Code of Ethics and an associate in one department
will not be held to have knowledge of information pertaining to a different
department unless the facts and circumstances demonstrate that each area had
knowledge of the relevant information.
Baird's duties to its Advisory Clients require, among other things,
that neither Baird nor its associates use information regarding client
transactions for personal profit. This requirement must be met whether the
opportunity involves a particular Security (as defined below), a matter of
market timing or, as in the case of trading in a personal account before making
trades for Advisory Clients, "front running." Baird will take such steps as are
necessary to ensure that not only the firm's transactions but also associates'
personal investments 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 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
Fund Access Person (as defined below) interests; and
(B) Require that Baird Fund Access Persons conduct all personal
securities transactions in a manner consistent with this Code of Ethics.
Transactions will be reviewed for compliance with both the letter and
the spirit of this Code of Ethics. As a consequence, when seeking approval to
make a personal investment, a Fund Access Person should consider the potential
appearance of the requested transaction as well as the specific facts. Technical
compliance with 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 or subject to the
Special Review Procedures described below, each Fund Access Person, who for
purposes of this Section two shall exclude Disinterested Directors (as defined
below), must request the written approval of their immediate Supervisor (as
defined below) before initiating a transaction in securities for his or her
personal account. Such approval may be reflected on a Baird Fund Access Person
Preclearance Order Ticket initialed by the Supervisor. Copies of the buy and
sell tickets are attached as Exhibit A below. Supervisory approval is valid only
on the business day on which it is issued. If the transaction is not effected on
the date approved, the Fund Access Person must submit a new request for
subsequent approval. No Supervisor may knowingly approve the requested
transaction if the transaction would violate the guidelines described in Section
three below given all the facts and circumstances.
If a Fund Access Person effects a transaction in any security that is
deemed to be a prohibited transaction described in Section three below, such
transaction may be cancelled. Any losses sustained during the intervening period
shall be the sole responsibility of the Fund Access Person. 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 Fund
Access Person has any direct or indirect professional 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. A
Fund Access Person has a direct or indirect professional relationship with the
issuer if, for example, the Fund Access Person provides consulting services to
the issuer, or is an officer or director of the issuer or its affiliates (as
defined below). A professional relationship may also exist if a Fund Access
Person's family member, as defined below, has such a relationship with an issuer
or its affiliates.
The Fund Access Person is in the best position to know whether
additional information should be disclosed to his Supervisor when seeking
approval for a personal transaction. A Fund Access Person must, therefore,
disclose any personal interest that either is, or might be, a conflict of
interest with an Advisory Client, to the Supervisor when requesting the
transaction. A Supervisor should only approve proposed transactions after
considering whether any additional information may be required. The Supervisor
should call the Compliance Department or the Legal Department before approval is
granted if he or she has any questions regarding transaction approval.
A request for the purchase of a security that is offered in a private
placement is subject to the prior review and written approval of the Compliance
Department (the "Special Review Procedures"). The Fund Access Person should
provide a copy of any private placement memorandum along with a written
statement specifying whether the Fund Access Person is aware of any Advisory
Clients who are participating in, or are eligible to participate in the
transaction. This review process may require several business days and
additional information as specified by the Compliance Department. If approval is
granted, it is valid until the completion of the private placement transaction.
The Fund Access Person shall be responsible for ensuring that both his or her
Supervisor and the Compliance Department receive information comparable to that
in Exhibit B below. Furthermore, if approval is granted, the Fund Access Person
may not play any substantive role in consideration of such security, or any
related security, for Advisory Clients without prior written disclosure to the
Supervisor.
3. Prohibitions
(A) Personal Investments
Fund Access Persons, who for purposes of this Section three shall exclude
Disinterested Directors, must follow the preclearance procedures described
in Section two above. In any event, no Fund Access Person 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 (as
defined below) 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 Fund Access Person requests and receives
prior written approval using the Special Review
Procedures described above; or,
(iii) Prohibited by the guidelines described in more detail
below.
These prohibitions do not prevent Baird Fund Access Persons 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 Fund
Access Person's 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 a Fund Access Person could benefit from an Advisory Client
transaction which could move the security price up, Fund Access Persons may not:
o Sell personally held securities until at least seven days
after Advisory Clients have completed purchases,
or,
o Buy securities in a personal transaction unless no Advisory
Client purchases the security for at least seven days
following a personal transaction.
Similarly, to prevent Fund Access Persons from profiting as a result of
Advisory Client transactions which have the ability to decrease the security
price, Fund Access Persons may not:
o Buy securities in a personal transaction until at least seven
days after Advisory Clients have sold the security,
or,
o Sell securities in a personal transaction unless no Advisory
Clients sell the securities for at least seven days following
the personal transaction.
The Fund Access Person may engage in transactions that are consistent
with the following general guidelines:
o The Fund Access Person may buy a security that has been
purchased for Advisory Clients if the Fund Access Person
purchases at least one business day after purchasing the
security for Advisory Clients;
or,
o The Fund Access Person may sell a security that has been sold
for Advisory Clients if the Fund Access Person sells at least
one business day after selling the security for Advisory
Clients;
or,
o The Fund Access Person may buy a security that will be sold
for Advisory Clients if the Fund Access Person purchases at
least one business day before selling the security for
Advisory Clients;
or,
o The Fund Access Person may sell a security currently held in
their personal account if the Fund Access Person sells at
least one business day before purchasing the security for
Advisory Clients;
or,
o The Fund Access Person 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 Fund Access Person
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 Fund Access
Person's transaction is effected subsequent to Advisory Client
transactions.
In addition to the above requirements, no Fund Access Person
shall purchase or sell, directly or indirectly or otherwise acquire any
direct or indirect interest in any Covered Security (as defined below)
which he or she knows or should have known at the time of such purchase
or sale:
o Is a security for which a Baird Fund has an open order pending
in that same security; and/or
o Is an offsetting transaction effected in the same or
equivalent security within the most recent 60
calendar days.
Any such transactions by Fund Access Persons shall be subject
to cancellation. If such transaction cannot be cancelled, Baird may
require that any profits realized on the closing of such transaction be
disgorged either by disbursement to a charitable entity or other means
as necessary under the circumstances.
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 subject to
cancellation 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 Fund Access
Person 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 Fund Access Persons due to their particular Advisory Client
relationships. No Baird Associate may engage in outside business activities
without first disclosing such activities to the Compliance Department in
writing, and receiving written permission to proceed. These activities include,
but are not limited to, outside directorships or officerships in another
company; a partnership, consultancy or relationship with another entity; or a
financial interest as a shareholder in another business other than publicly
traded companies.
(C) Gifts or Gratuities
As discussed in 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 a Fund Access
Person 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, a Fund Access Person 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 a Fund Access
Person has no direct or indirect influence or control (as defined below).
(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 Fund Access Person. 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.
5. Reporting Requirements
(A) All Fund Access Persons must report their personal securities
transactions on a quarterly and annual basis. In accordance with this
requirement, Fund Access Persons must submit a Personal Securities Transactions
Attestation Statement, attached hereto as Exhibit B. This Statement certifies
that the Fund Access Person's personal account statements accurately reflect all
personal securities transactions effected through Baird during a specified time
frame. Any such transactions occurring outside of Baird must be disclosed on
the Personal Securities Transactions Report (Exhibit B), or by attaching a
duplicate statement from the outside firm.
(1) All Fund Access Persons, who for purposes of this Section
5(A)(1) shall exclude Disinterested Directors, must conduct personal
investment transactions in one or more accounts held
at Baird. These accounts shall be designated as Fund
Access Person accounts and duplicate information will
be forwarded to the Fund Access Person's Supervisor
and the Compliance Department. In each quarter in
which a transaction occurs, the Fund Access Person
shall review his or her personal account statements
and affirm, in writing that:
(a) Each security transaction record reflects
all transactions for the preceding quarter
in which such Fund Access Person has any
direct or indirect beneficial interest.
or,
(b) No transactions were effected during the
quarter for the Fund Access Person.
(2) (a) No Fund Access Person, who for purposes of this Section
5(A)(2) shall exclude Disinterested Directors, must open or maintain
an account with a broker-dealer other than
Baird without receiving the prior written
approval of Senior Management through the Compliance
Department. If approved, such Baird Fund Access Person
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,
(b) Each Fund Access Person who is permitted to
maintain an account at a broker-dealer other
than Baird shall review his or her personal
account statements reflecting transactions
made during the preceding quarter and affirm
in writing that either:
(i) Each security transaction record
reflects all transactions for the
preceding quarter in which such Fund
Access Person has any direct or
indirect beneficial interest.
or,
(ii) No transactions were effected during
the quarter for the Fund Access Person.
(3) Each Fund Access Person who, for purposes of this Section
5(A)(3) shall exclude Disinterested Directors, engages in transactions
in private placements of securities or other
securities transactions not effected in such Fund
Access Person's brokerage account shall submit
duplicate statements from the outside firm or a
Personal Securities Transaction Report (Exhibit B),
or similar form.
(B) Any Disinterested Director (as defined below) of the Funds who
would be required to make a report solely by reason of being a
Fund director, need not make:
(1) The initial holdings report described in item 5(D) below; and,
(2) A periodic report of personal transactions unless the
Director knew, or should have known that during the
15 day period immediately before or after the
Director's transaction in a Covered Security, the
Fund purchased or sold the Covered Security, or the
Fund or Baird considered purchasing or selling the
Covered Security.
(C) Each Fund Access Person must file an annual statement (Exhibit C)
certifying that the Fund Access Person 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 Fund Access Persons, has complied with the
requirements of such Code of Ethics during the past year. Newly designated
Fund Access Persons must certify that they have complied with the Code for that
period of the year during which they were subject to the reporting requirements.
(D) Each Fund Access Person must file no later than ten (10) days after
becoming a Fund Access Person of Baird, a statement reflecting all direct or
indirect beneficial ownership of securities in the form attached as Exhibit D
hereto.
6. Sanctions
Upon discovering a violation of the Code of Ethics, Baird may impose
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 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.
(B) "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, co-partner, 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.
(C) A security is "being considered for purchase or sale" when a
recommendation or decision to purchase or sell has been made by a Fund Access
Person and communicated, and, with respect to the individual making the
recommendation, when such person seriously considers making such a
recommendation.
(D) "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 a Fund Access Person has or acquires.
(E) "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.
(F) "Covered Security" shall include a Security that is being or has,
within the most recent fifteen (15) days, been considered for purchase or sale
for an Advisory Client that is a registered or unregistered management
investment company for which Baird is the portfolio manager.
(G) "Disinterested Director" is a Director who is not an
interested person of the Fund within the meaning of section
2(a)(19) of the Investment Company Act of 1940.
(H) "Fund Access Person" means any officer, Director, or associate of
Baird, (or the spouse or children thereof, residing in the same household, or
any person for whom major financial support is provided, whether residing in the
same household or not), who, as part of such person's regular duties with
respect to Baird's investment companies (i) makes recommendations, or
participates in the determination of which recommendations shall be made; or
(ii) obtains information regarding the current recommendations; or (iii) any
natural person in a control relationship to the Fund or Baird who obtains
information concerning recommendations made to the Fund regarding the purchase
or sale of Covered Securities by the Fund. Accounts in which a Fund Access
Person has a beneficial interest shall be deemed accounts of the Fund Access
Person.
No person shall be deemed to be a Fund Access Person by the receipt of
either public reports or information, obtaining information regarding
recommendations other than current recommendations, or by a single or
inadvertent instance of obtaining knowledge of current investment company
recommendations.
(I) "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.
(J) "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 open-end
investment companies, securities which are direct obligations of the Government
of the United States, high quality short-term debt obligations, bankers'
acceptances, bank certificates of deposit, commercial paper and such other money
market instruments as designated by the Board of Directors of any Baird Fund.
(K) "Supervisor" shall be defined as follows:
The immediate Supervisor for the Fund Access Person who exercises
discretion over Advisory Client transactions is generally the Department
Manager, or their delegate. However, to the extent that a Baird Fund Access
Person is the Department Manager or the Fund Access Person's immediate
Supervisor is unavailable, the request may be submitted to designated
individuals in the Compliance or Legal Department. Any authorization required
for Senior Management will be reviewed and transmitted by the Compliance
Department.
<TABLE>
<CAPTION>
<S> <C>
Exhibit A
BAIRD FUND ACCESS PERSON PRECLEARANCE ORDER TICKET
----------------------------------------------------------------------------------------------------------------------------------
LISTED OTC AGENCY FIXED INCOME OPTION CANCEL DATE: ___________________________
---------------- ----------------------- ------------------ ------------------ ----------------- ---------------------------------
BUY QUANTITY SYMBOL CUSIP PRICE LIMIT PRICE EXECUTED
CALL
---------------------------------------------
SECURITY DESCRIPTION
PUT
OPEN CLOSE COVERED UNCOVERED
------ -------- --------------- ---------------- ----------------------------------------------- ------------------- -------------
----------------------------------------------------------------------------------------------------------------------------------
STP STP LMT OB NH DNR AON CLO WOW ND
CASH __________________
----------------------------------------------------------------------------------------------------------------------------------
----------------- ---------------------- -------------------------- ---------------------------- ---------------------------------
COUPON RATE MATURITY PRINCIPAL ACCRUED INTEREST SOLD NET AMOUNT
---------------------------------------- ------- ------------------ ---------------------------- ---------------------------------
ACCOUNT NUMBER T REP # COMMISSION ACCOUNT TYPE
TTO
1 CASH 4 W / I
2 MARGIN 6 SHORT
TOTAL
$---------
---------------------------------------- ------- ------------------ ---------------------------------
--------------------------------------------------------- --------- ---------------------------------
ACCOUNT NAME DISC.
%_________ S/N SOLICITED
UNSOLICITED
RATE/SH
--------
GRS
--------
--------------------------------------------------------- --------- ---------------------------------
------------------------------------------------------------------- ------------------- -------------
INVESTMENT ADVISORY REP NAME OFFSET/BOLT # CONTRA/EXCH
WRAP (NO COMMISSION)
------------------- -------------
---------------------------- ---------------------------------
TRADE DATE SETTLEMENT DATE
/ / /
/
------------------------------------------------------------------- ---------------------------- ---------------------------------
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
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 ______________________________
<TABLE>
<CAPTION>
<S> <C>
----------------------------------------------------------------------------------------------------------------------------------
SUPERVISOR APPROVAL __________________________________
DATE AND TIME OF APPROVAL __________________________________
----------------------------------------------------------------------------------------------------------------------------------
BAIRD FUND ACCESS PERSON PRECLEARANCE ORDER TICKET
----------------------------------------------------------------------------------------------------------------------------------
LISTED OTC AGENCY FIXED INCOME OPTION CANCEL DATE: ___________________________
---------------- ----------------------- ------------------ ------------------ ----------------- ---------------------------------
------ -------- -------- --------------- ----------------- -------------------------------------- --------------- ----------------
SELL QUANTITY SYMBOL CUSIP PRICE LIMIT PRICE EXECUTED
SHORT
SALE
CALL _____________________________________________
LONG SECURITY DESCRIPTION
SALE
PUT
OPEN CLOSE COVERED UNCOVERED
------ -------- -------- --------------- ----------------- ----------------------------------------------- --------------- -------
----------------------------------------------------------------------------------------------------------------------------------
STP STP LMT OB NH DNR AON CLO WOW ND
CASH __________________
----------------------------------------------------------------------------------------------------------------------------------
----------------- ---------------------- -------------------------- ---------------------------- ---------------------------------
COUPON RATE MATURITY PRINCIPAL ACCRUED INTEREST SOLD NET AMOUNT
---------------------------------------- ------- ------------------ ---------------------------- ---------------------------------
ACCOUNT NUMBER T REP # COMMISSION ACCOUNT TYPE
TTO
1 CASH 4 W / I
TOTAL 2 MARGIN 6 SHORT
$---------
---------------------------------------- ------- ------------------ ---------------------------------
--------------------------------------------------------- --------- ---------------------------------
ACCOUNT NAME
DISC. S/N SOLICITED
%---------
UNSOLICITED
RATE/SH
--------
--------------------------------------------------------- --------- ---------------------------------
------------------------------------------------------------------- ------------------- -------------
SELLER CODE OFFSET/BOLT # CONTRA/EXCH
U LONG - DEL FORM X INSTR SENT - OTHER GRS
V LONG - NEED STK PWR Z LONG - EXCH SEC ________
------------------- ---------------
------------------- ---------------
W CLIENT WILL DELIVER Y SHORT SALE APPROVED BY WRAP (NO COMMISSION) TRADE DATE SETTLEMENT DATE
/ /
/
/
------------------------------------------------------------------- ---------------------------- ------------------- -------------
INVESTMENT ADVISORY REP NAME
----------------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
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.
INVESTMENT ADVISORY REP REQUESTING APPROVAL __________________________________
DATE AND TIME OF REQUEST __________________________________
------------------------------------------------------------------------------
SUPERVISOR APPROVAL __________________________________
DATE AND TIME OF APPROVAL __________________________________
------------------------------------------------------------------------------
EXHIBIT B
PERSONAL SECURITIES TRANSACTIONS
ATTESTATION STATEMENT
I, _______________________, have reviewed the statement(s) of my Baird
account(s), if any, and herewith submit the attached Personal Securities
Transactions Report(s), or statement(s) containing similar information, for any
transactions not completed in a Baird account for the quarter ending
________________, 20__.
I attest that the securities transactions detailed in the attached statements
and/or reports accurately represent all securities transactions effected during
this time frame in which I have a direct or indirect Beneficial Interest (as
defined by the Code of Ethics). I further certify that no other securities
transactions were effected either in a Baird account or in any other account
held at an outside bank, broker-dealer, or the like.
------------------------------ ------------------
Signature Date
ROBERT W. BAIRD & CO. - PERSONAL SECURITIES TRANSACTIONS REPORT
------------------------------------------------ -------------------------------
Advisory Representative: Rep Code:
------------------------------------------------ -------------------------------
------------------------------------------------ -------------------------------
Month/Quarter Ending: , 20__
------------------------------------------------ -------------------------------
------------------------------------------------ -------------------------------
Name of Institution: Account Number:
------------------------------------------------ -------------------------------
<TABLE>
<CAPTION>
------------------ --------------- ---------- ----------- ------------------------------- -------------- ------------ --------------
TRADE DATE SETTLEMENT P/S SYMBOL SECURITY DESCRIPTION QUANTITY PRICE NET AMOUNT
DATE
------------------ --------------- ---------- ----------- ------------------------------- -------------- ------------ --------------
------------------ --------------- ---------- ----------- ------------------------------- -------------- ------------ --------------
<S> <C> <C> <C> <C> <C> <C> <C>
------------------ --------------- ---------- ----------- ------------------------------- -------------- ------------ --------------
------------------ --------------- ---------- ----------- ------------------------------- -------------- ------------ --------------
------------------ --------------- ---------- ----------- ------------------------------- -------------- ------------ --------------
------------------ --------------- ---------- ----------- ------------------------------- -------------- ------------ --------------
------------------ --------------- ---------- ----------- ------------------------------- -------------- ------------ --------------
------------------ --------------- ---------- ----------- ------------------------------- -------------- ------------ --------------
------------------ --------------- ---------- ----------- ------------------------------- -------------- ------------ --------------
------------------ --------------- ---------- ----------- ------------------------------- -------------- ------------ --------------
</TABLE>
EXHIBIT C
ROBERT W. BAIRD & CO, INCORPORATED
CODE OF ETHICS FOR BAIRD FUNDS, INC.
ACKNOWLEDGMENT OF RECEIPT
I, ___________________________, certify and attest that I have received, read
and understood the Code of Ethics for Baird Funds, Inc. provided me by Robert W.
Baird & Co., Incorporated.
By signing below, I understand that I am required to comply by all of the rules
and restrictions contained in the Code.
----------------------------
Fund Access Person Signature
----------------------------
Date
EXHIBIT D
INITIAL HOLDINGS REPORT
IN ACCORDANCE WITH THE ATTACHED CODE OF ETHICS, PLEASE PROVIDE A LIST OF ALL
ACCOUNTS AND SECURITIES (OTHER THAN THOSE SPECIFICALLY EXCLUDED FROM THE
DEFINITION OF SECURITY), INCLUDING PHYSICAL CERTIFICATES HELD, IN WHICH YOU, AS
AN ACCESS PERSON, HAVE A BENEFICIAL INTEREST. ALSO, PLEASE INCLUDE INFORMATION
REGARDING THE ACCOUNTS AND SECURITIES OF YOUR IMMEDIATE FAMILY AND NON-CLIENT
ACCOUNTS FOR WHICH YOU MAKE INVESTMENT DECISIONS.
(1) NAME OF ACCESS PERSON:
----------------------------------------------
(2) ACCOUNT INFORMATION:
<TABLE>
<CAPTION>
----------------- -------------------------- ---------------------- ----------------- ----------- ---------------- -----------------
RELATIONSHIP TO ACCESS BROKER AT WHICH TYPE OF CONTACT PERSON
NAME ON ACCOUNT PERSON ACCOUNT MAINTAINED ACCOUNT NUMBER ACCOUNT CONTACT PERSON PHONE NUMBER
----------------- -------------------------- ---------------------- ----------------- ----------- ---------------- -----------------
----------------- -------------------------- ---------------------- ----------------- ----------- ---------------- -----------------
<S> <C> <C> <C> <C> <C> <C>
----------------- -------------------------- ---------------------- ----------------- ----------- ---------------- -----------------
----------------- -------------------------- ---------------------- ----------------- ----------- ---------------- -----------------
----------------- -------------------------- ---------------------- ----------------- ----------- ---------------- -----------------
----------------- -------------------------- ---------------------- ----------------- ----------- ---------------- -----------------
----------------- -------------------------- ---------------------- ----------------- ----------- ---------------- -----------------
----------------- -------------------------- ---------------------- ----------------- ----------- ---------------- -----------------
</TABLE>
(PLEASE SEE REVERSE)
FOR EACH ACCOUNT, ATTACH THE MOST RECENT ACCOUNT STATEMENT LISTING SECURITIES IN
THAT ACCOUNT. IF YOU OWN BENEFICIAL INTERESTS IN SECURITIES THAT ARE NOT LISTED
IN AN ATTACHED ACCOUNT STATEMENT, OR HOLD THE PHYSICAL CERTIFICATE, LIST THEM
BELOW:
NAME OF SECURITY QUANTITY VALUE
CUSTODIAN
1)
---------------------------------------------------------------------------
2)
---------------------------------------------------------------------------
3)
---------------------------------------------------------------------------
4)
---------------------------------------------------------------------------
5)
---------------------------------------------------------------------------
(ATTACH A SEPARATE SHEET IF NECESSARY.)
I CERTIFY THAT THIS FORM AND THE ATTACHED STATEMENTS (IF ANY) CONSTITUTE ALL OF
THE ACCOUNTS AND SECURITIES IN WHICH I HAVE A BENEFICIAL INTEREST, INCLUDING
THOSE FOR WHICH I HOLD PHYSICAL CERTIFICATES, AND THOSE HELD IN THE ACCOUNTS OF
MY IMMEDIATE FAMILY.
___________________________________
ACCESS PERSON SIGNATURE
DATED: ____________________________
PRINT NAME
PLEASE RETURN FORM TO DAPHNE EVANS (X-7828) IN THE
INVESTMENT ADVISORY UNIT OF THE COMPLIANCE
DEPARTMENT WITHIN 7 DAYS OF DESIGNATION AS
AN ACCESS PERSON.
