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Ex (p)(7)
DATE: JUNE 29, 2000
NO. 3-2000
/ ADVISER'S ADVISORY /
REVISED 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 in section two. A copy
of the most recent amended Code is attached for your convenience.
As always, if you have any questions, please 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)
<PAGE>
CODE OF ETHICS
Robert W. Baird & Co. Incorporated
BAIRD/ A Northwestern Mutual Company
June 2000
<PAGE>
CODE OF ETHICS
1. Regulatory Requirements/Statement of Purpose
Robert W. Baird & Co. Incorporated ("Baird") is a full-service
broker-dealer. Offering investment advice is only part of Baird's business;
however, Baird is also a registered investment adviser. Baird offers
investment advice through several departments including: Baird Investment
Management, Baird Advisors, 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
Associate's 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
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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.
Futhermore, 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:
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(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:
- 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,
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- The Advisory Representative may sell a security that has been
sold for Advisory Clients if the Advisory Representative sells
at least one business day after selling the security for
Advisory Clients;
or,
- The Advisory Representative may buy a security that will be
sold for Advisory Clients if the Advisory Representative
purchases at least one business day before selling the
security for Advisory Clients;
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 Representatives'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.
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
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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.
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(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
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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 affected 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
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(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):
- 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
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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.
(l) "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:
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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>
<S><C>
BAIRD ADVISORY REPRESENTATIVE
PRECLEARANCE ORDER TICKET
-----------------------------------------------------------------------------------------------------------------------------------
| / / LISTED / / OTC AGENCY / / FIXED INCOME / / OPTION / / CANCEL | DATE: __________________________________ |
-----------------------------------------------------------------------------------------------------------------------------------
| | | QUANTITY | SYMBOL | CUSIP | PRICE LIMIT | PRICE EXECUTED |
| | | | | | | |
| B | CALL | | | | | |
| U | | | | _______________________________________ | | |
| Y | | | | 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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<TABLE>
<S><C>
BAIRD ADVISORY REPRESENTATIVE
PRECLEARANCE ORDER TICKET
-----------------------------------------------------------------------------------------------------------------------------------
| / / LISTED / / OTC AGENCY / / FIXED INCOME / / OPTION / / CANCEL | DATE: _________________________________ |
-----------------------------------------------------------------------------------------------------------------------------------
| | SHORT | | QUANTITY | SYMBOL | CUSIP | PRICE LIMIT | PRICE |
| | SALE | | | | | | EXECUTED |
| S | / / | CALL | | | | | |
| E | | | | | _______________________________________ | | |
| L | LONG | | | | SECURITY DESCRIPTION | | |
| L | 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 | | TRADE DATE | SETTLEMENT DATE |
| W / / CLIENT WILL DELIVER Y / / SHORT SALE APPROVED BY | / / WRAP (NO COMMISSION)| / / | / / |
------------------------------------------------------------------------------------------------------------------------------------
|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 __________________________________________ |
| |
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| |
| SUPERVISOR APPROVAL __________________________________________ |
| |
| DATE AND TIME OF APPROVAL __________________________________________ |
| |
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</TABLE>
12
<PAGE>
EXHIBIT B
13
