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CODE OF ETHICS
Robert W. Baird & Co. Incorporated
BAIRD/ A Northwestern Mutual Company
June 2000
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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.
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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
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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.
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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:
- Sell personally held securities until at least seven days after
Advisory Clients have completed purchases,
or,
- Buy securities in a personal transaction unless no Advisory
Client purchases the security for at least seven days following
a personal transaction.
Similarly, to prevent Advisory Representatives from profiting as
a result of Advisory Client transactions which have the ability to
decrease the security price, Advisory Representatives may not:
- Buy securities in a personal transaction until at least seven
days after Advisory Clients have sold the security,
or,
- Sell securities from a personal account unless no Advisory
Clients sell the securities for at least seven days following
the personal transaction.
The Advisory Representative may engage in transactions that
are consistent with the following general guidelines:
- The Advisory Representative may buy a security that has been
purchased for Advisory Clients if the Advisory Representative
purchases at least one business day after purchasing the
security for Advisory Clients;
or,
- The Advisory Representative may sell a security that has been
sold for Advisory Clients if the Advisory Representative sells
at least one business day after selling the security for
Advisory Clients;
or,
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- 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,
- 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,
- 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:
- that a Baird Fund has an open order pending in that same
security.
- 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.
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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
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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
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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
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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.
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(B) "Advisory Representative" means
(i) any officer, director, or employee of Baird or any
member of such person's immediate family (as defined
in NASDR rules on free-riding and withholding):
- who makes any recommendation to Advisory Clients; or
- who participates in the determination of which
recommendations shall be made to Advisory Clients; or
- whose functions or duties relate to the determination
of which recommendations shall be made to Advisory
Clients; or
- who, in connection with his or her regular duties
obtains any information regarding securities
recommendations to Advisory Clients prior to the
publication of such recommendations; and
(ii) any person in a control relationship to Baird, or any
affiliated person of such controlling person or any
affiliated person of such affiliated person who,
prior to the effective dissemination of such
recommendations, regularly obtains information
concerning the securities recommendations of Baird to
its Advisory Clients.
(C) "Affiliate" shall mean (i) any person directly or indirectly
owning, controlling, or holding with power to vote, 5 per
centum or more of the outstanding voting securities of such
other person; (ii) any person 5 per centum or more whose
outstanding voting securities are directly or indirectly
owned, controlled, or held with power to vote, by such other
person; (iii) any person directly or indirectly controlling,
controlled by, or under common control with, such other
person; (iv) any officer, director, partner, copartner, or
employee of such other person; (v) if such other person is
an investment company, any investment adviser thereof or any
member of an advisory board thereof; and (vi) if such other
person is an unincorporated investment company not having a
board of directors, the depositor thereof.
(D) A security is "being considered for purchase or sale" when a
recommendation or decision to purchase or sell has been made
by an Advisory Representative and communicated, and, with
respect to the individual making the recommendation, when such
person seriously considers making such a recommendation.
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(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
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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.
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Exhibit A
<TABLE>
<CAPTION>
<S><C>
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
/ / / /
------------------------------------------------------------------------------------------------------------------------------------
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>
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Exhibit A
<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
SHORT EXECUTED
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
2 / / MARGIN 6 / / SHORT
/ / TOTAL
$ ________
-------------------------------------------------------- -----------------------------------------------
ACCOUNT NAME / / DISC.
% ________ S/N / / SOLICITED
/ / UNSOLICITED
/ / RATE/SH ________
/ / GRS ________
-------------------------------------------------------- -----------------------------------------------
SELLER CODE OFFSET/BOLT # CONTRA/EXCH
U / / LONG - DEL FORM X / / INSTR SENT - OTHER
V / / LONG - NEED STK PWR Z / / LONG - EXCH SEC
W / / CLIENT WILL DELIVER Y / / SHORT SALE APPROVED BY
/ / WRAP (NO COMMISSION) TRADE DATE SETTLEMENT DATE
/ / / /
------------------------------------------------------------------------------------------------------------------------------------
INVESTMENT ADVISORY REP NAME
------------------------------------------------------------------------------------------------------------------------------------
WITH RESPECT TO THE ABOVE TRANSACTION, I HEREBY MAKE THE FOLLOWING REPRESENTATIONS AND WARRANTIES:
8) I DO NOT POSSESS ANY MATERIAL NONPUBLIC INFORMATION REGARDING THE SECURITY OR THE ISSUER OF THE SECURITY.
9) IF I AM A PORTFOLIO MANAGER, NONE OF THE ACCOUNTS I MANAGE PURCHASED OR SOLD THIS SECURITY WITHIN THE
PREVIOUS SEVEN CALENDAR DAYS AND I DO NOT ANTICIPATE THAT ANY SUCH CLIENT ACCOUNTS WILL PURCHASE OR SELL
THIS SECURITY WITHIN SEVEN CALENDAR DAYS OF MY PURCHASE OR SALE (UNLESS OTHERWISE EXCEPTED BY THE CODE).
10) IF I AM A DESIGNATED ACCESS PERSON, AS DEFINED BY THE CODE OF ETHICS, I ATTEST THAT NONE OF THE
ACCOUNTS, FOR WHICH I HAVE BEEN SO DESIGNATED, PURCHASED OR SOLD THIS SECURITY WITHIN THE PREVIOUS SEVEN
CALENDAR DAYS AND I DO NOT ANTICIPATE THAT ANY SUCH CLIENT ACCOUNTS WILL PURCHASE OR SELL THIS SECURITY
WITHIN SEVEN CALENDAR DAYS OF MY PURCHASE OR SALE (UNLESS OTHERWISE EXCEPTED BY THE CODE).
11) I HAVE READ THE BAIRD CODE OF ETHICS WITHIN THE PRIOR 12 MONTHS AND BELIEVE THAT THE PROPOSED TRADE
FULLY COMPLIES WITH THE REQUIREMENTS OF THE CODE.
INVESTMENT ADVISORY REP REQUESTING APPROVAL ___________________________________________
DATE AND TIME OF REQUEST ___________________________________________
------------------------------------------------------------------------------------------------------------------------------------
SUPERVISOR APPROVAL ___________________________________________
DATE AND TIME OF APPROVAL ___________________________________________
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
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Exhibit A
PERSONAL SECURITIES TRANSACTIONS ATTESTATION AND REPORT
All Access Persons must submit a Personal Securities Transactions Report
disclosing all securities transactions effected away from Baird, in which they
have a direct or indirect Beneficial Interest. Securities transactions effected
in non-client accounts for which the Advisory Representative makes investment
decisions (unless otherwise excepted by the Code of Ethics) must also be
reported. This also includes transactions effected in the accounts of Immediate
Family members residing in the same household and/or for which the Advisory
Representative provides financial support.
Personal Securities Transactions Reports must be filed with the Investment
Advisory Unit of the Compliance Department WITHIN 10 DAYS OF THE CALENDAR MONTH
END. If no transactions are effected on a monthly basis, Advisory
Representatives must file the Report WITHIN 10 DAYS OF THE END OF A CALENDAR
QUARTER. A REPORT MUST BE FILED AT LEAST QUARTERLY REGARDLESS OF ACTIVITY.
A Personal Securities Transactions Report is attached for your convenience. Fill
in the appropriate information as indicated in the headings. Upon completion,
sign the attached Attestation Statement and send both the Report and the
Statement to the Investment Advisory Unit of the Compliance Department.
Exhibit B to Code of Ethics
<PAGE>
Exhibit A
PERSONAL SECURITIES TRANSACTIONS
ATTESTATION STATEMENT
I, ________________________, have reviewed the record of my Baird account, if
any, and herewith submit the attached Personal Securities Transactions Report
for any transactions not completed in a Baird account for the month/quarter
ending ____________, 20__. I attest that the securities transactions contained
in this record accurately represent all securities transactions effected during
this time frame, in which I have a direct or indirect Beneficial Interest. I
further certify that, to the best of my knowledge, 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
Exhibit B to Code of Ethics
<PAGE>
ROBERT W. BAIRD & CO. - PERSONAL SECURITIES TRANSACTIONS REPORT
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Advisory Representative: Rep Code:
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Month/Quarter Ending: , 20__
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Name of Institution: Account Number:
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TRADE DATE SETTLEMENT P/S SYMBOL CUSIP SECURITY DESCRIPTION QUANTITY NET AMOUNT
DATE
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