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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 TO FORM N-8F
APPLICATION FOR DEREGISTRATION OF CERTAIN REGISTERED INVESTMENT COMPANIES.
I. GENERAL IDENTIFYING INFORMATION
1. Reason fund is applying to deregister (check only one; for
descriptions, see Instruction 1 above):
[ ] MERGER
[X] LIQUIDATION
[ ] ABANDONMENT OF REGISTRATION
(Note: Abandonments of Registration answer only questions 1
through 15, 24 and 25 of this form and complete verification
at the end of the form.)
[ ] Election of status as a BUSINESS DEVELOPMENT COMPANY
(Note: Business Development Companies answer only questions 1
through 10 of this form and complete verification at the end
of the form.)
2. Name of fund: The Baird Funds, Inc.
3. Securities and Exchange Commission File No.: 811-6714
4. Is this an initial Form N-8F or an amendment to a previously filed Form
N-8F?
[ ] Initial Application [X] Amendment
5. Address of Principal Executive Office (include No. & Street, City,
State, Zip Code):
777 East Wisconsin Avenue, Milwaukee, Wisconsin 53202
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6. Name, address and telephone number of individual the Commission staff
should contact with any questions regarding this form:
Charles M. Weber, c/o Quarles & Brady LLP, 411 East Wisconsin Avenue,
Milwaukee, Wisconsin 53202; (414) 277-5107
7. Name, address and telephone number of individual or entity responsible
for maintenance and preservation of fund records in accordance with
rules 31a-1 and 31a-2 under the Act [17 CFR 270.31a-1, .31a-2]:
Fiduciary Management, Inc., 225 East Mason Street, Milwaukee, Wisconsin
53202; (414) 226-4555
NOTE: Once deregistered, a fund is still required to maintain and
preserve the records described in rules 31a-1 and 31a-2 for
the periods specified in those rules.
8. Classification of fund (check only one):
[X] Management company;
[ ] Unit investment trust; or
[ ] Face-amount certificate company.
9. Subclassification if the fund is a management company (check only one):
[X] Open-end [ ] Closed-end
10. State law under which the fund was organized or formed (e.g., Delaware,
Massachusetts):
Wisconsin
11. Provide the name and address of each investment adviser of the fund
(including sub-advisers) during the last five years, even if the
fund's contracts with those advisers have been terminated:
Robert W. Baird & Co. Incorporated, 777 East Wisconsin Avenue,
Milwaukee, Wisconsin 53202
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12. Provide the name and address of each principal underwriter of the fund
during the last five years, even if the fund's contracts with those
underwriters have been terminated:
Robert W. Baird & Co. Incorporated, 777 East Wisconsin Avenue,
Milwaukee, Wisconsin 53202
13. If the fund is a unit investment trust ("UIT") provide:
(a) Depositor's name(s) and address(es):
(b) Trustee's name(s) and address(es):
14. Is there a UIT registered under the Act that served as a vehicle for
investment in the fund (e.g., an insurance company separate account)?
[ ] Yes [ ] No
If Yes, for each UIT state:
Name(s):
File No.: 811-______
Business Address:
15. (a) Did the fund obtain approval from the board of directors
concerning the decision to engage in a Merger, Liquidation or
Abandonment of Registration?
[ ] Yes [X] No
If Yes, state the date on which the board vote took place:
If No, explain: Baird did not approve or recommend the
Liquidation, and was not required to do so under Wisconsin
law; Board merely proposed the Liquidation at the request of
the holder of more than 10% of the outstanding shares of the
fund in accordance with state law.
(b) Did the fund obtain approval from the shareholders concerning
the decision to engage in a Merger, Liquidation or Abandonment
of Registration?
[X] Yes [ ] No
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If Yes, state the date on which the shareholder vote took
place:
May 12, 1999
If No, explain:
II. DISTRIBUTIONS TO SHAREHOLDERS
16. Has the fund distributed any assets to its shareholders in connection
with the Merger or Liquidation?
[X] Yes [ ] No
(a) If Yes, list the date(s) on which the fund made those
distributions:
June 4, 1999
(b) Were the distributions made on the basis of net assets?
[X] Yes [ ] No
(c) Were the distributions made pro rata based on share ownership?
[X] Yes [ ] No
(d) If No to (b) above, describe the method of distributions to
shareholders. For Mergers, provide the exchange ratio(s) used
and explain how it was calculated:
(e) Liquidations only:
Were any distributions to shareholders made in kind?
[X] Yes [ ] No
If Yes, indicate the percentage of fund shares owned by
affiliates, or any other affiliation of shareholders:
As of June 3, 1999, approximately 76.1% of the fund shares
were owned beneficially by one shareholder (Mutual Savings
Bank) and approximately 15.4% of the fund shares were owned
beneficially by another shareholder (Abbotsford State Bank).
As of such date, the fund had only four shareholders.
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At the time of the distribution, the fund had four securities
in its portfolio, all of which were collateralized mortgage
obligations ("CMOs"). The shareholders of the fund received
their pro rata share of each of these securities, based on
their percentage ownership of the fund. The securities were
divided and re-designated in the names of the shareholders.
The securities in the fund's portfolio were valued at market
values in accordance with the fund's usual pricing procedures,
as described in the fund's registration statement. The market
value of each CMO held by the fund was multiplied by the
individual ownership position of each shareholder to determine
the appropriate distribution to each shareholder. The face or
par value of each CMO held was also multiplied by the
individual ownership position of each fund shareholder to
verify that the CMOs were properly distributed.
The shareholders of the fund were not able to decide which
portfolio securities (or portions thereof) would be
distributed to them in liquidation, and all of the securities
held by the fund were distributed.
The in-kind liquidating distribution was made in accordance
with Rule 17a-5 under the Investment Company Act of 1940 (the
"Act"), which provides that a pro rata distribution in in kind
among all shareholders without giving those shareholders an
election as to the specific assets they will receive does not
involve a sale to or a purchase from the distributing fund as
those terms are used in Section 17(a) of the Act.
17. Closed-end funds only:
Has the fund issued senior securities?
[ ] Yes [ ] No
If Yes, describe the method of calculating payments to senior
securityholders and distributions to other shareholders:
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18. Has the fund distributed ALL of its assets to the fund's shareholders?
[X] Yes [ ] No
If No,
(a) How many shareholders does the fund have as of the date this
form is filed?
(b) Describe the relationship of each remaining shareholder to the
fund:
19. Are there any shareholders who have not yet received distributions in
complete liquidation or their interests?
[ ] Yes [X] No
If Yes, describe briefly the plans (if any) for distributing to, or
preserving the interests of, those shareholders:
III. ASSETS AND LIABILITIES
20. Does the fund have any assets as of the date this form is filed? (See
question 18 above)
[ ] Yes [X] No
If Yes,
(a) Describe the type and amount of each asset retained by the
fund as of the date this form is filed:
(b) Why has the fund retained the remaining assets?
(c) Will the remaining assets be invested in securities?
[ ] Yes [ ] No
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21. Does the fund have any outstanding debts (other than face-amount
certificates if the fund is a face-amount certificate company) or any
other liabilities?
[ ] Yes [X] No
If Yes,
(a) Describe the type and amount of each debt or other liability:
(b) How does the fund intend to pay these outstanding debts or
other liabilities?
IV. INFORMATION ABOUT EVENT(S) LEADING TO REQUEST FOR DEREGISTRATION
22. (a) List the expenses incurred in connection with the Merger or
Liquidation:
(i) Legal expenses: $23,200
(ii) Accounting expenses: $6,500
(iii) Other expenses (list and identify separately): $2,200
for transfer agency fees, $750 for custodial fees,
$1,250 for administrative fees and $1,100 for
printing costs
(iv) Total expenses (sum of lines (i)-(iii) above):
$35,000
(b) How were those expenses allocated?
The expenses were accrued as of March 31, 1999 and thus
allocated among all of the fund's shareholders at that time in
the form of an approximate $0.02 reduction in net asset value
per share.
(c) Who paid those expenses? The fund
(d) How did the fund pay for unamortized expenses (if any)? There
were no unamortized expenses.
23. Has the fund previously filed an application for an order of the
Commission regarding the Merger or Liquidation?
[ ] Yes [X] No
If Yes, cite the release numbers of the Commission's notice and order
or, if no notice or order has been issued, the file number and date the
application was filed:
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V. CONCLUSION OF FUND BUSINESS
24. Is the fund a party to any litigation or administrative proceeding?
[ ] Yes [X] No
If Yes, describe the nature of any litigation or proceeding and the
position taken by the fund in that litigation:
25. Is the fund now engaged, or intending to engage, in any business
activities other than those necessary for winding up its affairs?
[ ] Yes [X] No
If Yes, describe the nature and extent of those activities:
VI. MERGERS ONLY
26. (a) State the name of the fund surviving the Merger:
(b) State the Investment Company Act file number of the fund
surviving the Merger: 811-_____
(c) If the merger or reorganization agreement has been filed with
the Commission, state the file number(s), form type used and
date the agreement was filed:
(d) If the merger or reorganization agreement has NOT been filed
with the Commission, provide a copy of the agreement as an
exhibit to this form.
VERIFICATION
The undersigned states that (i) he or she has executed this amended
Form N-8F application for an order under Section 8(f) of the Investment Company
Act of 1940 on behalf of The Baird Funds, Inc., (ii) he is the Secretary and
Treasurer of The Baird Funds, Inc., and (iii) all actions by shareholders,
directors, and any other body necessary to authorize the undersigned to execute
and file this amended Form N-8F application have been taken.
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The undersigned also states that the facts set forth in this amended Form N-8F
application are true to the best of his knowledge, information and belief.
Date: August 4, 1999.
(Signature)
/s/ Glen F. Hackmann
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