DATE: JUNE 29, 2000
NO. 3-2000
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ADVISER'S ADVISORY
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YEAR 2000 CODE OF ETHICS
The Investment Advisory Oversight Committee approved amendments to the Baird
Investment Advisory Code of Ethics. These revisions satisfy requirements
relating to Rule 17j-1 under the Investment Company Act of 1940 and provide more
streamlined recordkeeping. Portfolio Managers in Baird Advisors Private
Investment Management and Baird Investment Management should pay close attention
to the personal trading guidelines beginning on page two. A copy of the amended
Code is attached for your convenience.
As always, if you have any questions, please contact any member of the
Investment Advisory Unit of the Compliance Department.
PLEASE RETAIN IN YOUR INVESTMENT ADVISORY POLICIES AND
PROCEDURES MANUAL FOR FUTURE USE
(REMINDER: This Note is also available on BairdWeb at - AA)
CODE OF ETHICS
Robert W. Baird & Co. Incorporated
BAIRD/ A Northwestern Mutual Company
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, 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," as more fully
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 an investment manager for each
investment company listed in Schedule A attached hereto. 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 Associates
whose responsibilities place them in a potential conflict of interest with
Baird's Advisory Clients. However, different advisory departments serve
different clients and may offer services that could lead to differing types of
potential conflicts of interest. As a result, not all Associates are not subject
to identical 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, 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 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
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.
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, an Advisory Representative 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 Advisory Representative shall
request the written approval of their immediate Supervisor (as defined in
Section seven below) 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 issued. If
the transaction is not effected on the date approved, the Advisory
Representative 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 an Advisory Representative 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 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 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 should be disclosed to his Supervisor when seeking
approval for a personal transaction. An Advisory Representative must, therefore,
disclose any personal interest that either is, or might be, a conflict with the
interest of 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 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 Advisory Representative should
provide a copy of any private placement memorandum along with a written
statement specifying whether the Advisory Representative is aware of any
Advisory Clients who are participating in, or eligible to participate in the
transaction. This review process may require several business days. If approval
is granted, it is valid until the completion of the private placement
transaction. The resulting transaction must be included on the Advisory
Representative's monthly transaction record. If the transaction cannot be
effected in a Baird account, the Advisory Representative shall be responsible
for ensuring that both their Supervisor and the Compliance Department receive
information comparable to that in Exhibit B below. Furthermore, if approval is
granted, the Advisory Representative 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
Each Baird Associate who provides investment supervisory services for
Advisory Clients, which may include administrative personnel 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
Advisory Representative 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 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 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:
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 Advisory Representatives from profiting as a
result of Advisory Client transactions which have the ability to decrease the
security price, Advisory Representatives 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 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:
o 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,
o 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,
o 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;
or,
o The Advisory Representative may sell a security currently held
in their personal account if the Advisory Representative sells
at least one business day before purchasing the security for
Advisory Clients.
or,
o 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.
In addition to the above requirements, no Advisory Representative who
is also a Fund Access Person shall purchase or sell, directly or indirectly or
otherwise acquire any direct or indirect interest in any Covered Security which
he or she knows or should have known at the time of such purchase or sale:
o that a Baird Fund has an open order pending in that same security.
o that the Fund Access Person has effected an offsetting transaction
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 shall be disgorged
either by disbursement to a charitable entity or other means as necessary under
the circumstances.
The prohibitions regarding Fund Access Persons shall not apply
to Advisory Representatives unless such Advisory Representative is a Fund Access
Person.
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
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,
without receiving the prior approval of the Compliance Department, 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 shareholder in another
business other than publicly traded companies. 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 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.
5. Reporting Requirements
(A) All Advisory Representatives must report their personal
securities transactions. In accordance with its duties as a
broker/dealer, Baird supplies each Advisory Representative a
statement of personal transactions effected through Baird for
each month when transactions occur or for each quarterly
period during which no transactions otherwise occur. As
described in item A below, a copy of such report will also be
provided to the Supervisor and the Compliance Department on
behalf of the Advisory Representative. Each Advisory
Representative must promptly review this report and either
correct any inaccurate information or acknowledge in writing
that no other transactions were undertaken one the form
attached hereto as Exhibit B. Additional monthly reports may
be provided to Advisory Representatives in the circumstances
described in Section B below.
(1) 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 Supervisor and
the Compliance Department. In each month in which a
transaction occurs, or on a quarterly basis if no
transactions occur on a monthly basis, the Advisory
Representative shall review their personal account records
and affirm, in writing that:
(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.
(2) (a) 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,
(b) Each Advisory Representative who is permitted to
maintain an account at a broker-dealer other than
Baird shall after receiving a report from the
Compliance Department which reflects transactions made
during the preceding month affirm in writing that
either:
(i) Each security transaction record reflects all
transactions for the preceding month in which
such Advisory Representative has any direct or
indirect beneficial interest.
or,
(ii) No transactions were effected during the month
for the Advisory Representative.
(3) 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 Personal
Securities Transaction Report in the same form as Exhibit
B.
(B) 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.
(C) Each Advisory Representative must file no later than ten (10)
days after becoming an Advisory Representative of Baird, a
statement reflecting all direct or indirect beneficial
ownership of securities in the form attached as Exhibit C
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) "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):
o who makes any recommendation to Advisory Clients; or
o who participates in the determination of which
recommendations shall be made to Advisory Clients; or
o whose functions or duties relate to the determination of
which recommendations shall be made to Advisory Clients;
or
o 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.
(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) "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.
(H) "Fund Access Person" means any officer, director, or any
Advisory Representative of Baird, who, as part of such
person's regular duties with respect to those investment
companies listed in Schedule A, (i) makes recommendations, or
participates in the determination of which recommendations
shall be made; or(ii) obtains information regarding the
current recommendations. 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 Investment Advisory Oversight
Committee and the Board of Directors of any Fund listed in
Schedule A.
(K) "Supervisor" shall be defined as follows:
The immediate Supervisor for the Advisory Representative who
exercises discretion over Advisory Client transactions is
generally the Branch Office Manager, the Department Manager,
or their delegate. However, to the extent that a Baird Branch
Officer Manager is the Advisory Representative, the Regional
Sales Manager or designated individuals in the Compliance or
Legal Department shall review the transaction. In the event
that the Advisory Representative's immediate Supervisor is
unavailable, the request may be submitted either to the next
higher level Supervisor or to designated individuals in the
Compliance or Legal Department. Any authorization required for
Senior Management will be reviewed by the Investment Advisory
Oversight Committee or personnel appointed by such Committee.
<TABLE>
<CAPTION>
<S> <C>
Exhibit A
BAIRD ADVISORY REPRESENTATIVE 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 _______________________________
------------------------------------------------------------------------------
SUPERVISOR APPROVAL _______________________________
DATE AND TIME OF APPROVAL _______________________________
------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C>
BAIRD ADVISORY REPRESENTATIVE 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
<TABLE>
<CAPTION>
Robert W. Baird & Co. Personal SecuritiesTransaction Report for monitored accounts CM4018 1/31/00 Page 1
Month Ending: February, 1997
ACCT:
XACTION DATE TRADE DATE P/S C SYMBOl CUSIP SECURITY DESCRIPTION QUANTITY NET AMOUNT
------------ ---------- --- - ----- ----- -------------------- -------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
</TABLE>
TOTAL # XACTIONS:
