BAIRD FUNDS, INC.
DISTRIBUTION AGREEMENT
THIS AGREEMENT is entered into as of the ______ day of ____________,
2000 between Baird Funds, Inc., a Wisconsin corporation (the "Corporation") and
Xxxxxx X. Xxxxx & Co. Incorporated, a Wisconsin corporation (the "Distributor").
W I T N E S S E T H
WHEREAS, the Corporation is an open-end investment company registered
under the Investment Company Act of 1940, as amended (the "1940 Act"). The
Corporation is authorized to create separate series and classes thereof, each
with its own separate investment portfolio (the "Funds"), and the beneficial
interest in each such series and class thereof will be represented by a separate
series, and class, of shares (the "Shares").
WHEREAS, the Distributor is a registered broker-dealer under state and
federal laws and regulations and is a member of the National Association of
Securities Dealers, Inc. (the "NASD").
WHEREAS, the Corporation desires to retain the Distributor as the
principal distributor of Shares of certain Funds of the Corporation.
NOW, THEREFORE, the Corporation and the Distributor mutually agree and
promise as follows:
1. APPOINTMENT OF THE DISTRIBUTOR; ACCEPTANCE OF APPOINTMENT. The
Corporation hereby appoints the Distributor as its agent for the distribution of
Shares for each of the Funds on whose behalf the Corporation executes an Exhibit
to this Agreement in jurisdictions wherein the Shares may lawfully be offered
for sale, and the Distributor, by execution of each such Exhibit, hereby accepts
such appointment.
2. EXCLUSIVE NATURE OF DISTRIBUTION SERVICES. The Distributor shall be
the exclusive representative of the Corporation to act as the principal
distributor of each Fund's Shares, except that the exclusive rights granted to
the Distributor to sell Shares shall not apply to (i) Shares issued by the
Corporation directly to Fund investors upon such terms and conditions and for
such consideration, if any, as the Corporation may determine, whether in
connection with the reinvestment of dividends or capital gains distributions or
through the exercise of any exchange privilege, or otherwise, and (ii) purchases
made by investors through Firstar Mutual Fund Services, L.L.C., the
Corporation's transfer and dividend disbursing agent (the "Transfer Agent"), or
any successor Transfer Agent, in the manner set forth in the Prospectuses of the
Corporation. The term "Prospectuses" shall mean the Prospectuses and Statements
of Additional Information included as part of the Corporation's Registration
Statement, as such Registration Statement may be amended from time to time, and
the term "Registration Statement" shall mean the Registration Statement on Form
N-1A filed by the Corporation with the Securities and Exchange Commission (the
"SEC") and effective under the Securities Act of 1933, as amended (the "1933
Act"), and the 1940 Act, as may be amended from time to time.
3. SERVICES OF THE DISTRIBUTOR.
(a) DISTRIBUTION OF SHARES. The Distributor shall use its best efforts
to solicit orders for the sale of such part of the authorized Shares of each
Fund remaining unissued as from time to time shall be effectively registered
under the 1933 Act, at prices determined as hereinafter provided and on terms
hereinafter set forth, all subject to applicable federal and state laws and
regulations and to the Articles of Incorporation, Bylaws and Registration
Statement of the Corporation; provided, however, the Distributor is not
obligated to sell any specific number of Shares. In addition, the Distributor
shall undertake such advertising and promotion as it believes is reasonable in
connection with such solicitation.
(b) SELECTED DEALER AGREEMENTS. The Distributor may enter into selected
dealer agreements with registered and qualified dealers and other financial
institutions of its choice for the sale of Shares (the "Selected Dealers"),
provided that the Corporation shall approve the form of such agreements and
provided further that, in entering into any such agreement, the Distributor
shall act only on its own behalf as principal and not as agent for the
Corporation. Shares sold to Selected Dealers by the Distributor shall be for
resale by such dealers only at the prices as set forth herein.
(c) TRANSMISSION OF SALES ORDERS. The Distributor shall transmit any
order received by it for the purchase of Shares to the Transfer Agent. Any order
may be rejected by the Transfer Agent, upon instructions from the Corporation;
provided, however that the Corporation will not arbitrarily or without
reasonable cause refuse to accept orders for the purchase of Shares. The
Corporation will cause the Transfer Agent to confirm orders for Shares upon
their receipt and make appropriate book entries therefor pursuant to the
instructions of the Distributor. The Distributor shall cause payment for Shares
and instructions as to book entries to be delivered promptly to the Transfer
Agent. With respect to Shares sold by any Selected Dealer, the Distributor is
authorized to direct the Transfer Agent to receive instructions directly from
the Selected Dealer on behalf of the Distributor as to the registration of
Shares in the names of investors and to confirm the issuance of such Shares to
such investors. The Distributor is also authorized to instruct the Transfer
Agent to receive payment directly from a Selected Dealer on behalf of the
Distributor for the purchase price of the Shares. In such event, the Transfer
Agent will obtain from the Selected Dealer and maintain a record of such
registration and payments.
(d) SUSPENSION OF SALES. The Distributor acknowledges that, whenever in
the judgment of the Corporation's officers such action is warranted for any
reason, including, without limitation, market, economic or political conditions,
the Corporation's officers may decline to accept orders for, or make any sales
of, Shares of a Fund or Funds until such time as those officers deem it
advisable to accept such orders and to make such sales.
(e) REDEMPTION OF SHARES. The Distributor is authorized, as agent for
the Corporation, to repurchase Shares held in an investor's account with a Fund
or Funds in accordance with applicable provisions in the Prospectus. The
Distributor shall promptly transmit to the Transfer Agent of the Corporation,
for redemption, all such orders for the repurchase of Shares. Payment for such
Shares repurchased may be made by the Transfer Agent directly for the account of
the investor and the Distributor shall, under no circumstances, be responsible
for transmitting funds or crediting a client's account. The Distributor shall,
however, be responsible for the accuracy of the instructions transmitted to the
Transfer Agent in connection with all such repurchases. With respect to Shares
tendered for redemption by any Selected Dealer on behalf of an investor, the
Distributor is authorized to instruct the Transfer Agent to accept orders for
redemption directly from the Selected Dealer on behalf of the Distributor and to
instruct the Corporation to transmit payments for such redemptions directly to
the Selected Dealer for the account of the investor and, in such circumstances,
the Distributor shall be solely responsible for the transmission of funds or
crediting of a client's account by the Selected Dealer. The Transfer Agent will
obtain from the Selected Dealer and maintain a record of all such orders.
(f) RULE 12B-1 PLAN REPORTS. In connection with the distribution
services provided hereunder and with respect to the Rule 12b-1 Plan (the "Rule
12b-1 Plan") adopted by the Corporation on behalf of the Investor Class of each
of the Funds, the Distributor shall provide the Corporation such information as
may be reasonably requested concerning the Distributor's activities and the
costs incurred in performing such activities with respect to the Funds.
(g) EXCLUSIVE SERVICES. The services of the Distributor hereunder are
not exclusive, it being understood that the Distributor may act as principal
distributor for other registered investment companies. It is also understood,
however, that the Selected Dealers may sell shares for other registered
investment companies in addition to the Corporation.
(h) USE OF UNAUTHORIZED INFORMATION. Neither the Distributor nor any
Selected Dealer shall give any information or make any representations, other
than those contained in the Registration Statement and any sales literature
specifically approved by officers of the Corporation.
(i) COMPLIANCE WITH APPLICABLE LAW. The Distributor will in all
material respects conform its activities hereunder to the requirements of
applicable state and federal laws and all applicable rules of the NASD. In
addition, the Distributor will observe and be bound by all the provisions of the
Corporation's Articles of Incorporation, Bylaws and Registration Statement which
at any time in any way require, limit, restrict, or prohibit or otherwise
regulate any action on the part of the Distributor.
4. PRICE OF SHARES.
(a) SALES. Shares offered for sale or sold by the Distributor or any
Selected Dealer for the account of a Fund shall be so offered or sold at a price
per Share determined in accordance with the Prospectus relating to the sale of
such Shares. The price the Corporation shall receive for any Shares purchased by
an investor from the Corporation through the Distributor or a Selected Dealer
shall be the net asset value (the "NAV") used in determining the public offering
price applicable to the sale of such Shares, as calculated in the manner set
forth in the Prospectuses. Any excess amounts paid by an investor for the
purchase of Shares shall be allocated as set forth in Paragraph 6(a) below.
(b) REDEMPTIONS. Shares tendered for redemption by the Distributor or a
Selected Dealer on behalf of an investor shall be redeemed in accordance with
the applicable provisions as set forth in the relevant Prospectus at a price
equal to the NAV of the Fund as determined in accordance with the procedures set
forth in that Prospectus.
5. DUTIES OF THE CORPORATION.
(a) REGISTRATION OF SHARES WITH SEC. The Corporation agrees that it
will use its best efforts to keep effectively registered under the 1933 Act for
sale as herein contemplated such Shares as the Distributor shall reasonably
request and as the SEC shall permit to be so registered.
(b) QUALIFICATION OF SHARES WITH STATES; REGISTRATION OF CORPORATION.
The Corporation agrees to execute any and all documents, furnish any and all
information and take any other actions which may be reasonably necessary in
connection with the qualification of Shares for sale, including the
qualification of the Corporation as a broker or dealer where necessary or
advisable, in such states as the Distributor may reasonably request (it being
understood that the Corporation shall not be required without its consent to
comply with any requirement which in its opinion is unduly burdensome).
(c) AVAILABLE INFORMATION. At the expense of the Distributor, the
Corporation shall furnish to the Distributor copies of all information,
financial statements, annual and interim reports, and other papers which the
Distributor may reasonably request for use in connection with the distribution
of Shares.
6. PAYMENTS TO THE DISTRIBUTOR.
(a) RULE 12B-1 FEE. Pursuant to the terms of the Rule 12b-1 Plan, the
Corporation shall pay the Distributor the amounts specified under the Rule 12b-1
Plan for the services provided by the Distributor under the Plan or for expenses
incurred in connection therewith. The Distributor may pay all or a portion of
this fee to Selected Dealers or any other qualified persons who render
assistance in distributing or promoting the sale of Shares pursuant to a written
agreement, provided the form of such agreement shall be approved by the
Corporation and provided further that in entering into any such agreement, the
Distributor shall act only on its own behalf as principal and not as agent for
the Corporation. To the extent such fee is not paid to such persons, the
Distributor may use the fee for its own distribution and shareholder servicing
expenses incurred in connection with its services to the Corporation hereunder
to the extent specified under the Rule 12b-1 Plan.
7. EXPENSES.
(a) PAYABLE BY THE CORPORATION. The Corporation shall bear the expenses
of (i) registering the Shares under the 1933 Act, (ii) qualifying or continuing
the qualification of Shares for sale under the laws of such states as may be
designated by the Distributor under the conditions herein specified, (iii)
qualifying or continuing the qualification of the Corporation as a broker or
dealer under the laws of such states as may be designated by the Distributor
under the conditions herein specified, and (iv) issuing Shares, such as issue
taxes and fees of the transfer agent.
(b) PAYABLE BY THE DISTRIBUTOR. Other than the expenses payable by the
Corporation as set forth in paragraph 7(a) above or as otherwise provided
herein, the Distributor shall bear all expenses incident to the sale and
distribution of the Shares issued or sold hereunder, including, without
limitation, (i) any sales commissions or other expenses payable to Selected
Dealers and others for their services in connection with the sale of Shares,
(ii) the expenses of printing and distributing Prospectuses and any other
literature, advertising and selling aids used in connection with the offering of
Shares for sale (except that such expenses shall not include expenses incurred
by the Corporation in connection with the preparation, printing and distribution
of any prospectus, report or other communication to holders of Shares in their
capacity as such), and (iii) the expenses of advertising in connection with the
offering of Shares. In addition, so long as the Rule 12b-1 Plan continues in
effect, any expenses incurred by the Distributor hereunder may be paid from
amounts the Distributor and any Selected Dealer or other person are entitled to
receive from the Corporation under such plan.
8. INDEMNIFICATION.
(a) BY THE CORPORATION. The Corporation agrees to indemnify the
Distributor and its officers, directors and controlling persons (within the
meaning of the federal securities laws), and the officers and directors of its
controlling persons, for any liability and expenses, including reasonable
attorneys' fees, which may be sustained by any of the indemnitees as a result of
(i) any untrue statement or alleged untrue statement of a material fact
contained in the Registration Statement with respect to the Shares, (ii) any
omission or alleged omission to state a material fact required to be stated in
the Registration Statement or necessary to make the statements in any of them
not misleading, or (iii) the Corporation's willful misfeasance, bad faith, gross
negligence, or reckless disregard of its duties and obligations hereunder;
PROVIDED, HOWEVER, that the Corporation shall not be required to indemnify the
Distributor or any of its officers, directors or controlling persons, or the
officers and directors of its controlling persons, for any liability or expenses
arising out of or based upon any statements or representations made by the
Distributor or its agents other than such statements or representations as are
contained in the Registration Statement with respect to the Shares (other than
statements or omissions relating to the Distributor) and in such other financial
and other statements as are furnished to the Distributor pursuant to paragraph
5(c) hereof.
(b) BY THE DISTRIBUTOR. The Distributor agrees to indemnify the
Corporation and its officers, directors and controlling persons (within the
meaning of the federal securities laws) for any liability and expenses,
including reasonable attorneys' fees, which may be sustained by any of the
indemnitees as a result of (i) any alleged or actual material misrepresentation
or omission by the Distributor or its agents, or (ii) the Distributor's willful
misfeasance, bad faith, gross negligence, or reckless disregard of its duties
and obligations hereunder.
9. DURATION AND TERMINATION.
(a) DURATION. This Agreement shall become effective for each Fund as of
the date of execution of the applicable Exhibit and shall continue in effect
with respect to each Fund for two years from the date of this Agreement and
thereafter for successive periods of one year, subject to the provisions for
termination and all other terms and conditions hereof, if such continuation
shall be specifically approved at least annually (i) by the vote of a majority
of the Board of Directors of the Corporation, including a majority of the
Directors who are not parties to this Agreement or "interested persons" (as
defined in the 0000 Xxx) of any such party, cast in person at a meeting called
for that purpose or (ii) by a vote of a majority of the outstanding voting
securities (as that phrase is defined in Section 2(a)(42) of the 0000 Xxx) of
each Fund. If a Fund is added after the first approval as described above, this
Agreement will be effective as to that Fund upon execution of the applicable
Exhibit and will continue in effect until the next annual approval of this
Agreement by the Board of Directors of the Corporation or Fund shareholders and
thereafter for successive periods of one year, subject to approval as described
above.
(b) TERMINATION. Notwithstanding whatever may be provided herein to the
contrary, this Agreement may be terminated at any time, without penalty, by the
Board of Directors of the Corporation or by the shareholders of a Fund acting by
the vote of at least "a majority of its outstanding voting securities" (as that
phrase is defined in Section 2(a)(42) of the 1940 Act), or by the Distributor,
in each case, on not more than 60 days' written notice to the other party. In
addition, this Agreement shall automatically terminate in the event of its
"assignment" (as defined in Section 2(a)(4) of the 1940 Act).
10. NOTICE. Any notice under this Agreement shall be in writing,
delivered or mailed, postage prepaid, or transmitted by facsimile with
acknowledgment of receipt, to the other party at such party's principal place of
business, which may from time to time be changed by one party by notice to the
other party.
11. MISCELLANEOUS.
(a) GOVERNING LAW. This Agreement shall be construed in accordance with
the laws of the State of Wisconsin, provided that nothing herein shall be
construed in a manner inconsistent with the 1940 Act, the 1933 Act, the
Securities Exchange Act of 1934, as amended, or any rule or order of the SEC
under such Acts or any rule of the NASD.
(b) CAPTIONS. The captions of this Agreement are included for
convenience only and in no way define or limit any of the provisions hereof or
otherwise affect their construction or effect.
(c) SEVERABILITY. If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby and, to this extent, the provisions
of this Agreement shall be deemed to be severable.
This Agreement will become binding on the parties hereto upon their
execution of the Exhibits to this Agreement.
MW422077_2.DOC
EXHIBIT A
to the
Distribution Agreement
XXXXX SHORT-TERM BOND FUND
The Corporation hereby appoints the Distributor, and the Distributor
hereby accepts such appointment, as the Corporation's exclusive agent for the
distribution of Shares of the above-named Fund, subject to the terms of the
Distribution Agreement of which this Exhibit is a part.
Executed as of this ______ day of _______________, 2000.
THE CORPORATION:
BAIRD FUNDS, INC.
By:--------------------------------------
[INSERT NAME AND TITLE]
THE DISTRIBUTOR:
XXXXXX X. XXXXX & CO. INCORPORATED
By:--------------------------------------
[INSERT NAME AND TITLE]
EXHIBIT B
to the
Distribution Agreement
XXXXX INTERMEDIATE BOND FUND
The Corporation hereby appoints the Distributor, and the Distributor
hereby accepts such appointment, as the Corporation's exclusive agent for the
distribution of Shares of the above-named Fund, subject to the terms of the
Distribution Agreement of which this Exhibit is a part.
Executed as of this ______ day of _______________, 2000.
THE CORPORATION:
BAIRD FUNDS, INC.
By:--------------------------------------
[INSERT NAME AND TITLE]
THE DISTRIBUTOR:
XXXXXX X. XXXXX & CO. INCORPORATED
By:--------------------------------------
[INSERT NAME AND TITLE]
EXHIBIT C
to the
Distribution Agreement
XXXXX CORE BOND FUND
The Corporation hereby appoints the Distributor, and the Distributor
hereby accepts such appointment, as the Corporation's exclusive agent for the
distribution of Shares of the above-named Fund, subject to the terms of the
Distribution Agreement of which this Exhibit is a part.
Executed as of this ______ day of _______________, 2000.
THE CORPORATION:
BAIRD FUNDS, INC.
By:--------------------------------------
[INSERT NAME AND TITLE]
THE DISTRIBUTOR:
XXXXXX X. XXXXX & CO. INCORPORATED
By:--------------------------------------
[INSERT NAME AND TITLE]
EXHIBIT D
to the
Distribution Agreement
XXXXX INTERMEDIATE MUNICIPAL BOND FUND
The Corporation hereby appoints the Distributor, and the Distributor
hereby accepts such appointment, as the Corporation's exclusive agent for the
distribution of Shares of the above-named Fund, subject to the terms of the
Distribution Agreement of which this Exhibit is a part.
Executed as of this ______ day of _______________, 2000.
THE CORPORATION:
BAIRD FUNDS, INC.
By:--------------------------------------
[INSERT NAME AND TITLE]
THE DISTRIBUTOR:
XXXXXX X. XXXXX & CO. INCORPORATED
By:--------------------------------------
[INSERT NAME AND TITLE]
EXHIBIT E
to the
Distribution Agreement
BAIRD HORIZON GROWTH FUND
The Corporation hereby appoints the Distributor, and the Distributor
hereby accepts such appointment, as the Corporation's exclusive agent for the
distribution of Shares of the above-named Fund, subject to the terms of the
Distribution Agreement of which this Exhibit is a part.
Executed as of this ______ day of _______________, 2000.
THE CORPORATION:
BAIRD FUNDS, INC.
By:--------------------------------------
[INSERT NAME AND TITLE]
THE DISTRIBUTOR:
XXXXXX X. XXXXX & CO. INCORPORATED
By:--------------------------------------
[INSERT NAME AND TITLE]
EXHIBIT F
to the
Distribution Agreement
XXXXX AGGREGATE BOND FUND
The Corporation hereby appoints the Distributor, and the Distributor
hereby accepts such appointment, as the Corporation's exclusive agent for the
distribution of Shares of the above-named Fund, subject to the terms of the
Distribution Agreement of which this Exhibit is a part.
Executed as of this ______ day of _______________, 2000.
THE CORPORATION:
BAIRD FUNDS, INC.
By:--------------------------------------
[INSERT NAME AND TITLE]
THE DISTRIBUTOR:
XXXXXX X. XXXXX & CO. INCORPORATED
By:--------------------------------------
[INSERT NAME AND TITLE]
