BAIRD FUNDS, INC.
INVESTOR CLASS
DISTRIBUTION AND SHAREHOLDER SERVICING PLAN, AS AMENDED
DECEMBER 29, 2000
The following Distribution and Shareholder Servicing Plan (the "Plan")
has been adopted pursuant to Rule 12b-1 under the Investment Company Act of
1940, as amended (the "Act"), by Baird Funds, Inc. (the "Corporation"), a
Wisconsin corporation, on behalf of the Investor Class of each of the Baird
Aggregate Bond Fund, Baird Short-Term Bond Fund, Baird Intermediate Bond Fund,
Baird Core Bond Fund, Baird Intermediate Municipal Bond Fund, Baird Horizon
Growth Fund and Baird MidCap Fund (each, a "Fund"), each Fund being a series of
the Corporation. The Plan has been approved by a majority of the Corporation's
Board of Directors, including a majority of the directors who are not interested
persons of the Corporation and who have no direct or indirect financial interest
in the operation of the Plan or in any Rule 12b-1 related agreement (as defined
below) (the "Disinterested Directors"), cast in person at a meeting called for
the purpose of voting on such plan.
In approving the Plan, the Board of Directors determined that the Plan
would be prudent and in the best interests of each Fund and its shareholders.
Such approval by the Board of Directors included a determination, in the
exercise of its reasonable business judgment and in light of its fiduciary
duties, that there is a reasonable likelihood that the Plan will benefit each
Fund and its shareholders.
The provisions of the Plan are as follows:
1. PAYMENTS BY CORPORATION
(a) The Corporation, on behalf of each Fund, will pay Robert
W. Baird & Co. Incorporated (the "Distributor"), as principal
underwriter of the Fund's shares, a distribution and shareholder
servicing fee of 0.25% of the average daily net assets of the Fund in
connection with the promotion and distribution of Fund shares and the
provision of personal services to shareholders, including, but not
necessarily limited to, advertising, compensation to underwriters,
dealers and seller personnel, the printing and mailing of prospectuses
to other than current Fund shareholders, and the printing and mailing
of sales literature. The Distributor may pay all or a portion of these
fees to any registered securities dealer, financial institution or any
other person (the "Recipient") who renders assistance in distributing
or promoting the sale of shares, or who provides certain shareholder
services, pursuant to a written agreement (the "Rule 12b-1 Related
Agreement"), forms of which are attached hereto as Appendices A to G.
Payment of these fees shall be made monthly promptly following the
close of the month.
2. RULE 12B-1 RELATED AGREEMENTS
(a) No Rule 12b-1 Related Agreement shall be entered into and
no payments shall be made pursuant to any Rule 12b-1 Related Agreement,
unless such Rule 12b-1 Related Agreement is in writing and has been
delivered to and approved by a vote of a majority of the Corporation's
Board of Directors, and of the Disinterested Directors, cast in person
at a meeting called for the purpose of voting on such Rule 12b-1
Related Agreement. The forms of Rule 12b-1 Related Agreements attached
hereto as Appendices A to G have been approved by the Corporation's
Board of Directors as specified above.
(b) Any Rule 12b-1 Related Agreement shall describe the
services to be performed by the Recipient and shall specify the amount
of, or the method for determining, the compensation to the Recipient.
(c) No Rule 12b-1 Related Agreement may be entered into unless
it provides (i) that it may be terminated with respect to a Fund at any
time, without the payment of any penalty, by vote of a majority of the
shareholders of such Fund, or by vote of a majority of the
Disinterested Directors, on not more than 60 days' written notice to
the other party to the Rule 12b-1 Related Agreement, and (ii) that it
shall automatically terminate in the event of its assignment.
(d) Any Rule 12b-1 Related Agreement shall continue in effect
for a period of more than one year from the date of its execution only
if such continuance is specifically approved at least annually by a
vote of a majority of the Board of Directors, and of the Disinterested
Directors, cast in person at a meeting called for the purpose of voting
on such Rule 12b-1 Related Agreement.
3. QUARTERLY REPORTS
The Distributor shall provide to the Board of Directors, and
the Directors shall review, at least quarterly, a written report of all
amounts expended pursuant to the Plan. This report shall include the
identity of the Recipient of each payment and the purpose for which the
amounts were expended and such other information as the Board of
Directors may reasonably request.
4. EFFECTIVE DATE AND DURATION OF THE PLAN
The Plan shall become effective immediately upon approval by
the vote of a majority of the Board of Directors, and of the
Disinterested Directors, cast in person at a meeting called for the
purpose of voting on the approval of the Plan. The Plan shall continue
with respect to each Fund from year to year after the first year,
provided that such continuance is approved at least annually by a vote
of a majority of the Board of Directors, and of the Disinterested
Directors, cast in person at a meeting called for the purpose of voting
on such continuance. The Plan may be terminated with respect to each
Fund at any time by a majority vote of shareholders of such Fund, or by
vote of a majority of the Disinterested Directors.
5. SELECTION OF DISINTERESTED DIRECTORS
During the period in which the Plan is effective, the
selection and nomination of those Directors who are Disinterested
Directors of the Corporation shall be committed to the discretion of
the Disinterested Directors.
6. AMENDMENTS
All material amendments of the Plan shall be in writing and
shall be approved by a vote of a majority of the Board of Directors,
and of the Disinterested Directors, cast in person at a meeting called
for the purpose of voting on such amendment. In addition, the Plan may
not be amended to increase materially the amount to be expended by a
Fund hereunder without the approval by a majority vote of shareholders
of each Fund affected thereby.
7. RECORDKEEPING
The Corporation shall preserve copies of the Plan, any Rule
12b-1 Related Agreement and all reports made pursuant to Section 3 for
a period of not less than six years from the date of this Plan, any
such Rule 12b-1 Related Agreement or such reports, as the case may be,
the first two years in an easily accessible place.
APPENDIX A
RULE 12B-1 RELATED AGREEMENT
Robert W. Baird & Co. Incorporated
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
[DATE]
[Recipient's Name and Address]
Ladies and Gentlemen:
This letter will confirm our understanding and agreement with respect
to payments to be made to you pursuant to a Distribution and Shareholder
Servicing Plan (the "Plan") adopted by Baird Funds, Inc. (the "Corporation"), on
behalf of the Investor Class of the Baird Short-Term Bond Fund (the "Fund"), a
series of the Corporation, pursuant to Rule 12b-1 under the Investment Company
Act of 1940, as amended (the "Act"). The Plan and this related agreement (the
"Rule 12b-1 Related Agreement") have been approved by a majority of the Board of
Directors of the Corporation, including a majority of the Board of Directors who
are not "interested persons" of the Corporation, as defined in the Act, and who
have no direct or indirect financial interest in the operation of the Plan or in
this or any other Rule 12b-1 Related Agreement (the "Disinterested Directors"),
cast in person at a meeting called for the purpose of voting thereon. Such
approval included a determination by the Board of Directors that, in the
exercise of its reasonable business judgment and in light of its fiduciary
duties, there is a reasonable likelihood that the Plan will benefit the Fund's
shareholders.
1. To the extent you provide distribution and marketing services in the
promotion of the Fund's shares, including furnishing services and assistance to
your customers who invest in and own shares, including, but not limited to,
answering routine inquiries regarding the Fund and assisting in changing account
designations and addresses, we shall pay you a fee of 0.25% of the average daily
net assets of the Fund (computed on an annual basis) which are owned of record
by your firm as nominee for your customers or which are owned by those customers
of your firm whose records, as maintained by the Corporation or its agent,
designate your firm as the customer's dealer or service provider of record. We
reserve the right to increase, decrease or discontinue the fee at any time in
our sole discretion upon written notice to you.
You agree that all activities conducted under this Rule 12b-1 Related
Agreement will be conducted in accordance with the Plan, as well as all
applicable state and federal laws, including the Act, the Securities Exchange
Act of 1934, the Securities Act of 1933 and any applicable rules of the NASD.
We shall make the determination of the net asset value, which
determination shall be made in the manner specified in the Fund's current
Prospectus, and pay to you, on the basis of such determination, the fee
specified above, to the extent permitted under the Plan. No such fee will be
paid to you with respect to shares purchased by you and redeemed or repurchased
by the Fund, its agent or us within seven business days after the date of our
confirmation of such purchase. In addition, no such fee will be paid to you with
respect to any of your customers if the amount of such fee based upon the value
of such customers' shares will be less than $25.00. Payment of such fee shall be
made promptly after the close of each month for which such fee is payable.
2. You shall furnish us with such information as shall reasonably be
requested by the Board of Directors, on behalf of the Fund, with respect to the
fees paid to you pursuant to this Rule 12b-1 Related Agreement.
3. We shall furnish to the Board of Directors, for its review, on a
quarterly basis, a written report of the amounts expended under the Plan by us
and the purposes for which such expenditures were made.
4. This Rule 12b-1 Related Agreement may be terminated by the vote of
(a) a majority vote of shareholders, or (b) a majority of the Disinterested
Directors, on 60 days' written notice, without payment of any penalty. In
addition, this Rule 12b-1 Related Agreement will be terminated by any act which
terminates the Plan or the Distribution Agreement between the Corporation and us
and shall terminate immediately in the event of its assignment. This Rule 12b-1
Related Agreement may be amended by us upon written notice to you, and you shall
be deemed to have consented to such amendment upon effecting any purchases of
shares for your own account or on behalf of any of your customer's accounts
following your receipt of such notice.
5. This Rule 12b-1 Related Agreement shall become effective on the date
accepted by you and shall continue in full force and effect so long as the
continuance of the Plan and this Rule 12b-1 Related Agreement are approved at
least annually by a vote of the Board of Directors of the Corporation and of the
Disinterested Directors, cast in person at a meeting called for the purpose of
voting thereon. All communications to us should be sent to the above address.
Any notice to you shall be duly given if mailed or telegraphed to you at the
address specified by you below.
ROBERT W. BAIRD & CO. INCORPORATED
on behalf of the Investor Class of
the Baird Short-Term Bond Fund
By: __________________________________
(Name and Title)
Accepted: _________________________________
(Dealer or Service Provider Name)
__________________________________
(Street Address)
___________________________________________
(City) (State) (ZIP)
______________________________
(Telephone No.)
______________________________
(Facsimile No.)
By: __________________________________
(Name and Title)
APPENDIX B
RULE 12B-1 RELATED AGREEMENT
Robert W. Baird & Co. Incorporated
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
[DATE]
[Recipient's Name and Address]
Ladies and Gentlemen:
This letter will confirm our understanding and agreement with respect
to payments to be made to you pursuant to a Distribution and Shareholder
Servicing Plan (the "Plan") adopted by Baird Funds, Inc. (the "Corporation"), on
behalf of the Investor Class of the Baird Intermediate Bond Fund (the "Fund"), a
series of the Corporation, pursuant to Rule 12b-1 under the Investment Company
Act of 1940, as amended (the "Act"). The Plan and this related agreement (the
"Rule 12b-1 Related Agreement") have been approved by a majority of the Board of
Directors of the Corporation, including a majority of the Board of Directors who
are not "interested persons" of the Corporation, as defined in the Act, and who
have no direct or indirect financial interest in the operation of the Plan or in
this or any other Rule 12b-1 Related Agreement (the "Disinterested Directors"),
cast in person at a meeting called for the purpose of voting thereon. Such
approval included a determination by the Board of Directors that, in the
exercise of its reasonable business judgment and in light of its fiduciary
duties, there is a reasonable likelihood that the Plan will benefit the Fund's
shareholders.
1. To the extent you provide distribution and marketing services in the
promotion of the Fund's shares, including furnishing services and assistance to
your customers who invest in and own shares, including, but not limited to,
answering routine inquiries regarding the Fund and assisting in changing account
designations and addresses, we shall pay you a fee of 0.25% of the average daily
net assets of the Fund (computed on an annual basis) which are owned of record
by your firm as nominee for your customers or which are owned by those customers
of your firm whose records, as maintained by the Corporation or its agent,
designate your firm as the customer's dealer or service provider of record. We
reserve the right to increase, decrease or discontinue the fee at any time in
our sole discretion upon written notice to you.
You agree that all activities conducted under this Rule 12b-1 Related
Agreement will be conducted in accordance with the Plan, as well as all
applicable state and federal laws, including the Act, the Securities Exchange
Act of 1934, the Securities Act of 1933 and any applicable rules of the NASD.
We shall make the determination of the net asset value, which
determination shall be made in the manner specified in the Fund's current
Prospectus, and pay to you, on the basis of such determination, the fee
specified above, to the extent permitted under the Plan. No such fee will be
paid to you with respect to shares purchased by you and redeemed or repurchased
by the Fund, its agent or us within seven business days after the date of our
confirmation of such purchase. In addition, no such fee will be paid to you with
respect to any of your customers if the amount of such fee based upon the value
of such customers' shares will be less than $25.00. Payment of such fee shall be
made promptly after the close of each month for which such fee is payable.
2. You shall furnish us with such information as shall reasonably be
requested by the Board of Directors, on behalf of the Fund, with respect to the
fees paid to you pursuant to this Rule 12b-1 Related Agreement.
3. We shall furnish to the Board of Directors, for its review, on a
quarterly basis, a written report of the amounts expended under the Plan by us
and the purposes for which such expenditures were made.
4. This Rule 12b-1 Related Agreement may be terminated by the vote of
(a) a majority vote of shareholders, or (b) a majority of the Disinterested
Directors, on 60 days' written notice, without payment of any penalty. In
addition, this Rule 12b-1 Related Agreement will be terminated by any act which
terminates the Plan or the Distribution Agreement between the Corporation and us
and shall terminate immediately in the event of its assignment. This Rule 12b-1
Related Agreement may be amended by us upon written notice to you, and you shall
be deemed to have consented to such amendment upon effecting any purchases of
shares for your own account or on behalf of any of your customer's accounts
following your receipt of such notice.
5. This Rule 12b-1 Related Agreement shall become effective on the date
accepted by you and shall continue in full force and effect so long as the
continuance of the Plan and this Rule 12b-1 Related Agreement are approved at
least annually by a vote of the Board of Directors of the Corporation and of the
Disinterested Directors, cast in person at a meeting called for the purpose of
voting thereon. All communications to us should be sent to the above address.
Any notice to you shall be duly given if mailed or telegraphed to you at the
address specified by you below.
ROBERT W. BAIRD & CO. INCORPORATED
on behalf of the Investor Class of
the Baird Intermediate Bond Fund
By: ______________________
(Name and Title)
Accepted: __________________________________
(Dealer or Service Provider Name)
_________________________________
(Street Address)
__________________________________________
(City) (State) (ZIP)
________________________________
(Telephone No.)
________________________________
(Facsimile No.)
By: _________________________________
(Name and Title)
APPENDIX C
RULE 12B-1 RELATED AGREEMENT
Robert W. Baird & Co. Incorporated
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
[DATE]
[Recipient's Name and Address]
Ladies and Gentlemen:
This letter will confirm our understanding and agreement with respect
to payments to be made to you pursuant to a Distribution and Shareholder
Servicing Plan (the "Plan") adopted by Baird Funds, Inc. (the "Corporation"), on
behalf of the Investor Class of the Baird Core Bond Fund (the "Fund"), a series
of the Corporation, pursuant to Rule 12b-1 under the Investment Company Act of
1940, as amended (the "Act"). The Plan and this related agreement (the "Rule
12b-1 Related Agreement") have been approved by a majority of the Board of
Directors of the Corporation, including a majority of the Board of Directors who
are not "interested persons" of the Corporation, as defined in the Act, and who
have no direct or indirect financial interest in the operation of the Plan or in
this or any other Rule 12b-1 Related Agreement (the "Disinterested Directors"),
cast in person at a meeting called for the purpose of voting thereon. Such
approval included a determination by the Board of Directors that, in the
exercise of its reasonable business judgment and in light of its fiduciary
duties, there is a reasonable likelihood that the Plan will benefit the Fund's
shareholders.
1. To the extent you provide distribution and marketing services in the
promotion of the Fund's shares, including furnishing services and assistance to
your customers who invest in and own shares, including, but not limited to,
answering routine inquiries regarding the Fund and assisting in changing account
designations and addresses, we shall pay you a fee of 0.25% of the average daily
net assets of the Fund (computed on an annual basis) which are owned of record
by your firm as nominee for your customers or which are owned by those customers
of your firm whose records, as maintained by the Corporation or its agent,
designate your firm as the customer's dealer or service provider of record. We
reserve the right to increase, decrease or discontinue the fee at any time in
our sole discretion upon written notice to you.
You agree that all activities conducted under this Rule 12b-1 Related
Agreement will be conducted in accordance with the Plan, as well as all
applicable state and federal laws, including the Act, the Securities Exchange
Act of 1934, the Securities Act of 1933 and any applicable rules of the NASD.
We shall make the determination of the net asset value, which
determination shall be made in the manner specified in the Fund's current
Prospectus, and pay to you, on the basis of such determination, the fee
specified above, to the extent permitted under the Plan. No such fee will be
paid to you with respect to shares purchased by you and redeemed or repurchased
by the Fund, its agent or us within seven business days after the date of our
confirmation of such purchase. In addition, no such fee will be paid to you with
respect to any of your customers if the amount of such fee based upon the value
of such customers' shares will be less than $25.00. Payment of such fee shall be
made promptly after the close of each month for which such fee is payable.
2. You shall furnish us with such information as shall reasonably be
requested by the Board of Directors, on behalf of the Fund, with respect to the
fees paid to you pursuant to this Rule 12b-1 Related Agreement.
3. We shall furnish to the Board of Directors, for its review, on a
quarterly basis, a written report of the amounts expended under the Plan by us
and the purposes for which such expenditures were made.
4. This Rule 12b-1 Related Agreement may be terminated by the vote of
(a) a majority vote of shareholders, or (b) a majority of the Disinterested
Directors, on 60 days' written notice, without payment of any penalty. In
addition, this Rule 12b-1 Related Agreement will be terminated by any act which
terminates the Plan or the Distribution Agreement between the Corporation and us
and shall terminate immediately in the event of its assignment. This Rule 12b-1
Related Agreement may be amended by us upon written notice to you, and you shall
be deemed to have consented to such amendment upon effecting any purchases of
shares for your own account or on behalf of any of your customer's accounts
following your receipt of such notice.
5. This Rule 12b-1 Related Agreement shall become effective on the date
accepted by you and shall continue in full force and effect so long as the
continuance of the Plan and this Rule 12b-1 Related Agreement are approved at
least annually by a vote of the Board of Directors of the Corporation and of the
Disinterested Directors, cast in person at a meeting called for the purpose of
voting thereon. All communications to us should be sent to the above address.
Any notice to you shall be duly given if mailed or telegraphed to you at the
address specified by you below.
ROBERT W. BAIRD & CO. INCORPORATED
on behalf of the Investor Class of
the Baird Core Bond Fund
By: ______________________
(Name and Title)
Accepted: __________________________________
(Dealer or Service Provider Name)
_________________________________
(Street Address)
__________________________________________
(City) (State) (ZIP)
________________________________
(Telephone No.)
________________________________
(Facsimile No.)
By: _________________________________
(Name and Title)
APPENDIX D
RULE 12B-1 RELATED AGREEMENT
Robert W. Baird & Co. Incorporated
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
[DATE]
[Recipient's Name and Address]
Ladies and Gentlemen:
This letter will confirm our understanding and agreement with respect
to payments to be made to you pursuant to a Distribution and Shareholder
Servicing Plan (the "Plan") adopted by Baird Funds, Inc. (the "Corporation"), on
behalf of the Investor Class of the Baird Intermediate Municipal Bond Fund (the
"Fund"), a series of the Corporation, pursuant to Rule 12b-1 under the
Investment Company Act of 1940, as amended (the "Act"). The Plan and this
related agreement (the "Rule 12b-1 Related Agreement") have been approved by a
majority of the Board of Directors of the Corporation, including a majority of
the Board of Directors who are not "interested persons" of the Corporation, as
defined in the Act, and who have no direct or indirect financial interest in the
operation of the Plan or in this or any other Rule 12b-1 Related Agreement (the
"Disinterested Directors"), cast in person at a meeting called for the purpose
of voting thereon. Such approval included a determination by the Board of
Directors that, in the exercise of its reasonable business judgment and in light
of its fiduciary duties, there is a reasonable likelihood that the Plan will
benefit the Fund's shareholders.
1. To the extent you provide distribution and marketing services in the
promotion of the Fund's shares, including furnishing services and assistance to
your customers who invest in and own shares, including, but not limited to,
answering routine inquiries regarding the Fund and assisting in changing account
designations and addresses, we shall pay you a fee of 0.25% of the average daily
net assets of the Fund (computed on an annual basis) which are owned of record
by your firm as nominee for your customers or which are owned by those customers
of your firm whose records, as maintained by the Corporation or its agent,
designate your firm as the customer's dealer or service provider of record. We
reserve the right to increase, decrease or discontinue the fee at any time in
our sole discretion upon written notice to you.
You agree that all activities conducted under this Rule 12b-1 Related
Agreement will be conducted in accordance with the Plan, as well as all
applicable state and federal laws, including the Act, the Securities Exchange
Act of 1934, the Securities Act of 1933 and any applicable rules of the NASD.
We shall make the determination of the net asset value, which
determination shall be made in the manner specified in the Fund's current
Prospectus, and pay to you, on the basis of such determination, the fee
specified above, to the extent permitted under the Plan. No such fee will be
paid to you with respect to shares purchased by you and redeemed or repurchased
by the Fund, its agent or us within seven business days after the date of our
confirmation of such purchase. In addition, no such fee will be paid to you with
respect to any of your customers if the amount of such fee based upon the value
of such customers' shares will be less than $25.00. Payment of such fee shall be
made promptly after the close of each month for which such fee is payable.
2. You shall furnish us with such information as shall reasonably be
requested by the Board of Directors, on behalf of the Fund, with respect to the
fees paid to you pursuant to this Rule 12b-1 Related Agreement.
3. We shall furnish to the Board of Directors, for its review, on a
quarterly basis, a written report of the amounts expended under the Plan by us
and the purposes for which such expenditures were made.
4. This Rule 12b-1 Related Agreement may be terminated by the vote of
(a) a majority vote of shareholders, or (b) a majority of the Disinterested
Directors, on 60 days' written notice, without payment of any penalty. In
addition, this Rule 12b-1 Related Agreement will be terminated by any act which
terminates the Plan or the Distribution Agreement between the Corporation and us
and shall terminate immediately in the event of its assignment. This Rule 12b-1
Related Agreement may be amended by us upon written notice to you, and you shall
be deemed to have consented to such amendment upon effecting any purchases of
shares for your own account or on behalf of any of your customer's accounts
following your receipt of such notice.
5. This Rule 12b-1 Related Agreement shall become effective on the date
accepted by you and shall continue in full force and effect so long as the
continuance of the Plan and this Rule 12b-1 Related Agreement are approved at
least annually by a vote of the Board of Directors of the Corporation and of the
Disinterested Directors, cast in person at a meeting called for the purpose of
voting thereon. All communications to us should be sent to the above address.
Any notice to you shall be duly given if mailed or telegraphed to you at the
address specified by you below.
ROBERT W. BAIRD & CO. INCORPORATED
on behalf of the Investor Class of
the Baird Intermediate Municipal Bond Fund
By: ______________________
(Name and Title)
Accepted: __________________________________
(Dealer or Service Provider Name)
_________________________________
(Street Address)
__________________________________________
(City) (State) (ZIP)
________________________________
(Telephone No.)
________________________________
(Facsimile No.)
By: _________________________________
(Name and Title)
APPENDIX E
RULE 12B-1 RELATED AGREEMENT
Robert W. Baird & Co. Incorporated
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
[DATE]
[Recipient's Name and Address]
Ladies and Gentlemen:
This letter will confirm our understanding and agreement with respect
to payments to be made to you pursuant to a Distribution and Shareholder
Servicing Plan (the "Plan") adopted by Baird Funds, Inc. (the "Corporation"), on
behalf of the Investor Class of the Baird Horizon Growth Fund (the "Fund"), a
series of the Corporation, pursuant to Rule 12b-1 under the Investment Company
Act of 1940, as amended (the "Act"). The Plan and this related agreement (the
"Rule 12b-1 Related Agreement") have been approved by a majority of the Board of
Directors of the Corporation, including a majority of the Board of Directors who
are not "interested persons" of the Corporation, as defined in the Act, and who
have no direct or indirect financial interest in the operation of the Plan or in
this or any other Rule 12b-1 Related Agreement (the "Disinterested Directors"),
cast in person at a meeting called for the purpose of voting thereon. Such
approval included a determination by the Board of Directors that, in the
exercise of its reasonable business judgment and in light of its fiduciary
duties, there is a reasonable likelihood that the Plan will benefit the Fund's
shareholders.
1. To the extent you provide distribution and marketing services in the
promotion of the Fund's shares, including furnishing services and assistance to
your customers who invest in and own shares, including, but not limited to,
answering routine inquiries regarding the Fund and assisting in changing account
designations and addresses, we shall pay you a fee of 0.25% of the average daily
net assets of the Fund (computed on an annual basis) which are owned of record
by your firm as nominee for your customers or which are owned by those customers
of your firm whose records, as maintained by the Corporation or its agent,
designate your firm as the customer's dealer or service provider of record. We
reserve the right to increase, decrease or discontinue the fee at any time in
our sole discretion upon written notice to you.
You agree that all activities conducted under this Rule 12b-1 Related
Agreement will be conducted in accordance with the Plan, as well as all
applicable state and federal laws, including the Act, the Securities Exchange
Act of 1934, the Securities Act of 1933 and any applicable rules of the NASD.
We shall make the determination of the net asset value, which
determination shall be made in the manner specified in the Fund's current
Prospectus, and pay to you, on the basis of such determination, the fee
specified above, to the extent permitted under the Plan. No such fee will be
paid to you with respect to shares purchased by you and redeemed or repurchased
by the Fund, its agent or us within seven business days after the date of our
confirmation of such purchase. In addition, no such fee will be paid to you with
respect to any of your customers if the amount of such fee based upon the value
of such customers' shares will be less than $25.00. Payment of such fee shall be
made promptly after the close of each month for which such fee is payable.
2. You shall furnish us with such information as shall reasonably be
requested by the Board of Directors, on behalf of the Fund, with respect to the
fees paid to you pursuant to this Rule 12b-1 Related Agreement.
3. We shall furnish to the Board of Directors, for its review, on a
quarterly basis, a written report of the amounts expended under the Plan by us
and the purposes for which such expenditures were made.
4. This Rule 12b-1 Related Agreement may be terminated by the vote of
(a) a majority vote of shareholders, or (b) a majority of the Disinterested
Directors, on 60 days' written notice, without payment of any penalty. In
addition, this Rule 12b-1 Related Agreement will be terminated by any act which
terminates the Plan or the Distribution Agreement between the Corporation and us
and shall terminate immediately in the event of its assignment. This Rule 12b-1
Related Agreement may be amended by us upon written notice to you, and you shall
be deemed to have consented to such amendment upon effecting any purchases of
shares for your own account or on behalf of any of your customer's accounts
following your receipt of such notice.
5. This Rule 12b-1 Related Agreement shall become effective on the date
accepted by you and shall continue in full force and effect so long as the
continuance of the Plan and this Rule 12b-1 Related Agreement are approved at
least annually by a vote of the Board of Directors of the Corporation and of the
Disinterested Directors, cast in person at a meeting called for the purpose of
voting thereon. All communications to us should be sent to the above address.
Any notice to you shall be duly given if mailed or telegraphed to you at the
address specified by you below.
ROBERT W. BAIRD & CO. INCORPORATED
on behalf of the Investor Class of
the Baird Horizon Growth Fund
By: ______________________
(Name and Title)
Accepted: __________________________________
(Dealer or Service Provider Name)
_________________________________
(Street Address)
__________________________________________
(City) (State) (ZIP)
________________________________
(Telephone No.)
________________________________
(Facsimile No.)
By: _________________________________
(Name and Title)
APPENDIX F
RULE 12B-1 RELATED AGREEMENT
Robert W. Baird & Co. Incorporated
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
[DATE]
[Recipient's Name and Address]
Ladies and Gentlemen:
This letter will confirm our understanding and agreement with respect
to payments to be made to you pursuant to a Distribution and Shareholder
Servicing Plan (the "Plan") adopted by Baird Funds, Inc. (the "Corporation"), on
behalf of the Investor Class of the Baird Aggregate Bond Fund (the "Fund"), a
series of the Corporation, pursuant to Rule 12b-1 under the Investment Company
Act of 1940, as amended (the "Act"). The Plan and this related agreement (the
"Rule 12b-1 Related Agreement") have been approved by a majority of the Board of
Directors of the Corporation, including a majority of the Board of Directors who
are not "interested persons" of the Corporation, as defined in the Act, and who
have no direct or indirect financial interest in the operation of the Plan or in
this or any other Rule 12b-1 Related Agreement (the "Disinterested Directors"),
cast in person at a meeting called for the purpose of voting thereon. Such
approval included a determination by the Board of Directors that, in the
exercise of its reasonable business judgment and in light of its fiduciary
duties, there is a reasonable likelihood that the Plan will benefit the Fund's
shareholders.
1. To the extent you provide distribution and marketing services in the
promotion of the Fund's shares, including furnishing services and assistance to
your customers who invest in and own shares, including, but not limited to,
answering routine inquiries regarding the Fund and assisting in changing account
designations and addresses, we shall pay you a fee of 0.25% of the average daily
net assets of the Fund (computed on an annual basis) which are owned of record
by your firm as nominee for your customers or which are owned by those customers
of your firm whose records, as maintained by the Corporation or its agent,
designate your firm as the customer's dealer or service provider of record. We
reserve the right to increase, decrease or discontinue the fee at any time in
our sole discretion upon written notice to you.
You agree that all activities conducted under this Rule 12b-1 Related
Agreement will be conducted in accordance with the Plan, as well as all
applicable state and federal laws, including the Act, the Securities Exchange
Act of 1934, the Securities Act of 1933 and any applicable rules of the NASD.
We shall make the determination of the net asset value, which
determination shall be made in the manner specified in the Fund's current
Prospectus, and pay to you, on the basis of such determination, the fee
specified above, to the extent permitted under the Plan. No such fee will be
paid to you with respect to shares purchased by you and redeemed or repurchased
by the Fund, its agent or us within seven business days after the date of our
confirmation of such purchase. In addition, no such fee will be paid to you with
respect to any of your customers if the amount of such fee based upon the value
of such customers' shares will be less than $25.00. Payment of such fee shall be
made promptly after the close of each month for which such fee is payable.
2. You shall furnish us with such information as shall reasonably be
requested by the Board of Directors, on behalf of the Fund, with respect to the
fees paid to you pursuant to this Rule 12b-1 Related Agreement.
3. We shall furnish to the Board of Directors, for its review, on a
quarterly basis, a written report of the amounts expended under the Plan by us
and the purposes for which such expenditures were made.
4. This Rule 12b-1 Related Agreement may be terminated by the vote of
(a) a majority vote of shareholders, or (b) a majority of the Disinterested
Directors, on 60 days' written notice, without payment of any penalty. In
addition, this Rule 12b-1 Related Agreement will be terminated by any act which
terminates the Plan or the Distribution Agreement between the Corporation and us
and shall terminate immediately in the event of its assignment. This Rule 12b-1
Related Agreement may be amended by us upon written notice to you, and you shall
be deemed to have consented to such amendment upon effecting any purchases of
shares for your own account or on behalf of any of your customer's accounts
following your receipt of such notice.
5. This Rule 12b-1 Related Agreement shall become effective on the date
accepted by you and shall continue in full force and effect so long as the
continuance of the Plan and this Rule 12b-1 Related Agreement are approved at
least annually by a vote of the Board of Directors of the Corporation and of the
Disinterested Directors, cast in person at a meeting called for the purpose of
voting thereon. All communications to us should be sent to the above address.
Any notice to you shall be duly given if mailed or telegraphed to you at the
address specified by you below.
ROBERT W. BAIRD & CO. INCORPORATED
on behalf of the Investor Class of
the Baird Aggregate Bond Fund
By: ______________________
(Name and Title)
Accepted: __________________________________
(Dealer or Service Provider Name)
_________________________________
(Street Address)
__________________________________________
(City) (State) (ZIP)
________________________________
(Telephone No.)
________________________________
(Facsimile No.)
By: _________________________________
(Name and Title)
APPENDIX G
RULE 12B-1 RELATED AGREEMENT
Robert W. Baird & Co. Incorporated
777 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
[DATE]
[Recipient's Name and Address]
Ladies and Gentlemen:
This letter will confirm our understanding and agreement with respect
to payments to be made to you pursuant to a Distribution and Shareholder
Servicing Plan (the "Plan") adopted by Baird Funds, Inc. (the "Corporation"), on
behalf of the Investor Class of the Baird MidCap Fund (the "Fund"), a series of
the Corporation, pursuant to Rule 12b-1 under the Investment Company Act of
1940, as amended (the "Act"). The Plan and this related agreement (the "Rule
12b-1 Related Agreement") have been approved by a majority of the Board of
Directors of the Corporation, including a majority of the Board of Directors who
are not "interested persons" of the Corporation, as defined in the Act, and who
have no direct or indirect financial interest in the operation of the Plan or in
this or any other Rule 12b-1 Related Agreement (the "Disinterested Directors"),
cast in person at a meeting called for the purpose of voting thereon. Such
approval included a determination by the Board of Directors that, in the
exercise of its reasonable business judgment and in light of its fiduciary
duties, there is a reasonable likelihood that the Plan will benefit the Fund's
shareholders.
1. To the extent you provide distribution and marketing services in the
promotion of the Fund's shares, including furnishing services and assistance to
your customers who invest in and own shares, including, but not limited to,
answering routine inquiries regarding the Fund and assisting in changing account
designations and addresses, we shall pay you a fee of 0.25% of the average daily
net assets of the Fund (computed on an annual basis) which are owned of record
by your firm as nominee for your customers or which are owned by those customers
of your firm whose records, as maintained by the Corporation or its agent,
designate your firm as the customer's dealer or service provider of record. We
reserve the right to increase, decrease or discontinue the fee at any time in
our sole discretion upon written notice to you.
You agree that all activities conducted under this Rule 12b-1 Related
Agreement will be conducted in accordance with the Plan, as well as all
applicable state and federal laws, including the Act, the Securities Exchange
Act of 1934, the Securities Act of 1933 and any applicable rules of the NASD.
We shall make the determination of the net asset value, which
determination shall be made in the manner specified in the Fund's current
Prospectus, and pay to you, on the basis of such determination, the fee
specified above, to the extent permitted under the Plan. No such fee will be
paid to you with respect to shares purchased by you and redeemed or repurchased
by the Fund, its agent or us within seven business days after the date of our
confirmation of such purchase. In addition, no such fee will be paid to you with
respect to any of your customers if the amount of such fee based upon the value
of such customers' shares will be less than $25.00. Payment of such fee shall be
made promptly after the close of each month for which such fee is payable.
2. You shall furnish us with such information as shall reasonably be
requested by the Board of Directors, on behalf of the Fund, with respect to the
fees paid to you pursuant to this Rule 12b-1 Related Agreement.
3. We shall furnish to the Board of Directors, for its review, on a
quarterly basis, a written report of the amounts expended under the Plan by us
and the purposes for which such expenditures were made.
4. This Rule 12b-1 Related Agreement may be terminated by the vote of
(a) a majority vote of shareholders, or (b) a majority of the Disinterested
Directors, on 60 days' written notice, without payment of any penalty. In
addition, this Rule 12b-1 Related Agreement will be terminated by any act which
terminates the Plan or the Distribution Agreement between the Corporation and us
and shall terminate immediately in the event of its assignment. This Rule 12b-1
Related Agreement may be amended by us upon written notice to you, and you shall
be deemed to have consented to such amendment upon effecting any purchases of
shares for your own account or on behalf of any of your customer's accounts
following your receipt of such notice.
5. This Rule 12b-1 Related Agreement shall become effective on the date
accepted by you and shall continue in full force and effect so long as the
continuance of the Plan and this Rule 12b-1 Related Agreement are approved at
least annually by a vote of the Board of Directors of the Corporation and of the
Disinterested Directors, cast in person at a meeting called for the purpose of
voting thereon. All communications to us should be sent to the above address.
Any notice to you shall be duly given if mailed or telegraphed to you at the
address specified by you below.
ROBERT W. BAIRD & CO. INCORPORATED
on behalf of the Investor Class of
the Baird MidCap Fund
By: ______________________
(Name and Title)
Accepted: __________________________________
(Dealer or Service Provider Name)
_________________________________
(Street Address)
__________________________________________
(City) (State) (ZIP)
________________________________
(Telephone No.)
________________________________
(Facsimile No.)
By: _________________________________
(Name and Title)
