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Exhibit p(5)
ARTISAN FUNDS, INC.
ARTISAN PARTNERS LIMITED PARTNERSHIP
ARTISAN DISTRIBUTORS LLC
CODE OF ETHICS
AND
POLICY AND PROCEDURES TO PREVENT
MISUSE OF INSIDE INFORMATION
(Effective April 28, 2000)
The policy of Artisan Partners Limited Partnership ("Artisan Partners") and
Artisan Distributors LLC ("Artisan Distributors") is to avoid any conflict of
interest, or the appearance of any conflict of interest, between the interests
of any client of Artisan Partners ("Client"), including Artisan Funds, Inc.
("Artisan Funds") and its shareholders, and the interests of Artisan Partners
and Artisan Distributors or their officers, partners, and employees.
The Investment Company Act and rules require that Artisan Funds, Artisan
Partners and Artisan Distributors establish standards and procedures for the
detection and prevention of certain conflicts of interest, including activities
by which persons having knowledge of the investments and investment intentions
of Artisan Funds might take advantage of that knowledge for their own benefit.
The Code has been adopted by Artisan Funds, Artisan Partners and Artisan
Distributors to meet those concerns and legal requirements.
This Code also contains procedures designed to prevent the misuse of inside
information by Artisan Partners and Artisan Distributors or their personnel. The
business of Artisan Partners depends on investor confidence in the fairness and
integrity of the securities markets. Insider trading poses a significant threat
to that confidence. Trading securities while in possession of inside information
or improperly communicating that information to others may expose you to
stringent penalties. Criminal sanctions may include a fine of up to $1,000,000
and/or ten years imprisonment. The Securities and Exchange Commission can
recover the profits gained or losses avoided, a penalty of up to three times the
illicit windfall and an order permanently barring you from the securities
industry. Finally, you may be sued by investors seeking to recover damages for
insider trading violations.
The Code is drafted broadly; it will be applied and interpreted in a similar
manner. You may legitimately be uncertain about the application of the Code in a
particular circumstance. Often, a single question can forestall disciplinary
action or complex legal problems. You should direct any questions relating to
this policy to Lawrence A. Totsky,
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Artisan Partners' Compliance Officer; Janet D. Olsen, Counsel to Artisan Funds;
or Andrew A. Ziegler, Managing Director. You also must notify the Compliance
Officer immediately if you have any reason to believe that a violation of the
policy has occurred or is about to occur.
I. INVESTMENT COMPANY ACT PROHIBITIONS
The Investment Company Act and rules make it illegal for any person covered by
the Code, directly or indirectly, in connection with the purchase or sale of a
security held or to be acquired by Artisan Funds to:
a. employ any device, scheme, or artifice to defraud Artisan
Funds;
b. make any untrue statement of a material fact or omit to state
a material fact necessary in order to make the statements
made, in light of circumstances under which they are made, not
misleading or in any way mislead Artisan Funds regarding a
material fact;
c. engage in any act, practice, or course of business which
operates or would operate as a fraud or deceit upon Artisan
Funds; or
d. engage in any manipulative practice with respect to Artisan
Funds.
The restrictions on Personal Securities Transactions contained in this Code are
intended to help Artisan Partners monitor for compliance with these
prohibitions.
II. DEFINITIONS
When used in this Code, the following terms have the meanings described below:
A. PERSONAL SECURITIES TRANSACTION. The Code regulates Personal Securities
Transactions as a part of the effort by Artisan Funds, Artisan Partners
and Artisan Distributors to detect and prevent conduct that might
violate the general prohibitions outlined above. A Personal Securities
Transaction is a transaction in a security in which the person subject
to this Code has a beneficial interest.
1. SECURITY. Security is defined very broadly, and means any
note, stock, bond, debenture, investment contract, or limited
partnership interest, and includes any right to acquire any
security (an option or warrant, for example).
2. BENEFICIAL INTEREST. You have a beneficial interest in a
security in which you have, directly or indirectly, the
opportunity to profit or share in any profit derived from a
transaction in the security, or in which you have an indirect
interest, including beneficial ownership by your spouse or
minor children or other dependents living in your household,
or your share of securities held by a partnership of which you
are a general partner.
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Technically, the rules under section 16 of the Securities
Exchange Act of 1934 will be applied to determine if you have
a beneficial interest in a security (even if the security
would not be within the scope of section 16). Examples of
beneficial interest are attached as Appendix A.
B. INSIDE INFORMATION. Inside information is information that is both
material and non-public that was (i) acquired in violation of a duty to
keep the information confidential, or (ii) misappropriated. For
example, if an officer of an issuer breaches his duty to the issuer and
conveys information that should have been kept confidential, that
information is "inside information," even if you learn it third- or
fourth-hand. In contrast, a conclusion drawn by a securities analyst
from publicly-available information is not inside information, even if
the analyst's conclusion is both material and non-public.
Deciding whether information that is material and non-public is
"inside" information is often difficult. For that reason, Artisan
Partners' policies are triggered by the possession of material,
non-public information, whether or not the information is "inside"
information that will result in a trading restriction.
1. MATERIAL INFORMATION. Information is "material" when there is
a substantial likelihood that a reasonable investor would
consider it important in making his or her investment
decisions. Generally, this is information whose disclosure
will have a substantial effect on the price of a company's
securities. No simple "bright line" test exists to determine
when information is material; assessments of materiality
involve a highly fact-specific inquiry. For this reason, you
should direct any questions about whether information is
material to the Compliance Officer.
Material information often relates to a company's results and
operations including, for example, dividend changes, earnings
results, changes in previously released earnings estimates,
significant merger or acquisition proposals or agreements,
major litigation, liquidation problems, and extraordinary
management developments.
Material information also may relate to the market for a
company's securities. Information about a significant order to
purchase or sell securities may, in some contexts, be deemed
material. Similarly, prepublication information regarding
reports in the financial press also may be deemed material.
For example, the Supreme Court upheld the criminal convictions
of insider trading defendants who capitalized on
prepublication information about The Wall Street Journal's
Heard on the Street column.
2. NON-PUBLIC INFORMATION. Information is "public" when it has
been disseminated broadly to investors in the marketplace.
Tangible evidence of such dissemination is the best indication
that the information is public.
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For example, information is public after it has become
available to the general public through a public filing with
the SEC or some other governmental agency, the Dow Jones
"tape" or The Wall Street Journal or some other publication of
general circulation, and after sufficient time has passed so
that the information has been disseminated widely.
C. INVESTMENT PERSONNEL. The restrictions on Personal Securities
Transactions and some of the compliance procedures contained in this
Code differentiate among groups of people based on their positions and
responsibilities with Artisan Partners and Artisan Distributors.
Investment personnel (individually, an "investment person") are those
who make, or participate in making, investment decisions or
recommendations for Clients, or who, because of their positions with
Artisan Funds, Artisan Partners or Artisan Distributors, can be
expected to have more information about the portfolio transactions of
Clients. Investment personnel are:
- each portfolio manager working for Artisan Funds/Artisan
Partners;
- each analyst working for Artisan Partners;
- each trader;
- support staff working directly with portfolio managers and analysts;
- each officer or director of Artisan Funds employed by Artisan Partners
or an affiliated company of Artisan Partners;
- each partner or officer of Artisan Partners; and
- employees of Artisan Partners who work on fund accounting
matters.
D. ACCESS PERSONNEL. Access personnel are all employees of Artisan
Partners or Artisan Distributors who are not investment personnel
described above.
III. RESTRICTIONS
Every person subject to the Code shall comply with the following restrictions:
A. NO INSIDER TRADING. No person subject to the Code may engage in any
transaction in a security (either a Personal Securities Transaction or
a transaction for a Client), while in possession of inside information.
If you think that you might have material, non-public information, you
should take the following steps:
1. Report the information and proposed trade immediately to the
Compliance Officer.
2. Do not purchase or sell the securities on behalf of yourself
or others, including investment companies or private accounts
managed by Artisan
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Partners until Artisan Partners has made a determination as to
the need for trading restrictions.
3. Do not communicate the information inside or outside Artisan
Partners, other than to the Compliance Officer.
4. After the Compliance Officer has reviewed the issue, Artisan
Partners will determine whether the information is material
and non-public and, if so, whether any trading restrictions
apply and what action, if any, the firm should take.
Trading during a tender offer represents a particular concern
in the law of insider trading. Each person subject to this
Code should exercise particular caution any time they become
aware of non-public information relating to a tender offer.
Contacts with public companies represent an important part of
Artisan Partners' research efforts. Difficult legal issues
arise, however, when, in the course of these contacts, an
Artisan Partners employee or other person subject to this
policy becomes aware of material, non-public information. In
such situations, Artisan Partners must make a judgment as to
its further conduct.
Consult with the Compliance Officer before taking any action.
B. NO COMMUNICATION OF MATERIAL NON-PUBLIC INFORMATION. No person subject
to the Code may communicate material, non-public information to others
in violation of the law. Conversations containing such information, if
appropriate at all, should be conducted in private (for example, not by
cellular telephone, to avoid potential interception).
Access to files containing material, non-public information and
computer files containing such information should be restricted,
including by maintenance of such materials in locked cabinets, or
through the use of passwords or other security devices for electronic
data.
C. FOREIGN CORRUPT PRACTICES. As required by the Foreign Corrupt Practices
Act, no person covered by the Code shall offer, pay, promise to pay or
authorize payment of any money or anything of value to a foreign
official, foreign political party (or official thereof) or any
candidate for foreign political office for purposes of influencing any
act or decision of that person in his or its official capacity, or
inducing that person to use his or its influence with a foreign
government to influence any act or decision of that government.
D. NO TRANSACTIONS WITH ARTISAN FUNDS OR A CLIENT. No investment person or
access person shall knowingly sell to or purchase from Artisan Funds or
any other Client
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any security or other property, except that shares of a portfolio of
Artisan Funds may be purchased from and redeemed by Artisan Funds.
E. NO CONFLICTING TRANSACTIONS. No investment person or access person
shall engage in a Personal Securities Transaction which the person
knows or has reason to believe is being purchased or sold or considered
for purchase or sale by a Client, until the Client's transactions have
been completed or consideration of such transactions has been
abandoned. A security will be treated as "under consideration" if an
investment team anticipates purchasing or selling the security within
14 calendar days or if it is on an investment team's "watch list."
F. INITIAL PUBLIC OFFERINGS. No investment person or access person shall
acquire any security in an initial public offering, except (i) with the
prior consent of the Compliance Officer or Andrew A. Ziegler based on a
determination that the acquisition does not conflict with the Code or
its underlying policies, or the interests of Artisan Partners or its
Clients, and (ii) in circumstances in which the opportunity to acquire
the security has been made available to the person for reasons other
than the person's relationship with Artisan Partners or its Clients.
Such circumstances might include, for example:
- an opportunity to acquire securities of an insurance
company converting from a mutual ownership structure
to a stockholder ownership structure, if the person's
ownership of an insurance policy issued by that
company conveys that opportunity;
- an opportunity resulting from the person's pre-existing ownership of an
interest in the IPO company or an investor in the IPO company; or
- an opportunity made available to the person's spouse, in circumstances
permitting the Compliance Officer or Mr. Ziegler reasonably to
determine that the opportunity is not being made available indirectly
because of the person's relationship with Artisan Partners or its
Clients (for example, because of the spouse's employment).
G. PRIVATE PLACEMENTS. No investment person or access person shall acquire
any security in a private placement without the express written prior
approval of the Compliance Officer or Andrew A. Ziegler. In deciding
whether that approval should be granted, each of those persons will
consider whether the investment opportunity should be reserved for
Clients, and whether the opportunity has been offered because of the
person's relationship with Artisan Partners or its Clients. An
investment person who has been authorized to acquire a security in a
private placement must disclose that investment if he or she later
participates in consideration of an investment in that issuer for a
Client's account. Any investment decision for a Client relating to that
security must be made by other investment personnel.
H. SHORT-TERM TRADING. No investment person may profit from the purchase
and
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sale, or sale and purchase, of the same (or equivalent) securities
within 60 days. Any profit so realized will be returned to Artisan
Partners and then donated to a charitable organization selected by
Artisan Partners. However, such prohibition shall not apply to any
option or futures contract on a broadly traded index, or to any
transaction which has received the prior approval of the Compliance
Officer or Andrew A. Ziegler.
I. HIGH-RISK TRADING ACTIVITIES. Certain high-risk trading activities, if
used in the management of a partner, officer or employee's personal
trading portfolio, are risky not only because of the nature of the
securities transactions themselves, but also because of the potential
that action necessary to close out the transactions may become
prohibited during the duration of the transactions. Examples of such
activities include short sales of common stock and trading in
derivative instruments. If Artisan Partners becomes aware of material,
non-public information about the issuer of the underlying securities,
Artisan Partners personnel may find themselves "frozen" in a position
in a derivative security. Artisan Partners will not bear any losses in
personal accounts as a result of implementation of this policy.
J. GIFTS. No investment person or access person may accept any gift or
other thing of more than a $100 value from any person or entity that
does business with or on behalf of Artisan Partners, Artisan Funds or
Artisan Distributors, or seeks to do business with or on behalf of
Artisan Partners, Artisan Funds or Artisan Distributors. Gifts in
excess of this value must either be returned to the donor or paid for
by the recipient. It is not the intent of the Code to prohibit the
everyday courtesies of business life. Therefore, excluded from this
prohibition are an occasional meal or ticket to a theater,
entertainment, or sporting event that is an incidental part of a
meeting that has a clear business purpose.
K. SERVICE AS A DIRECTOR. No investment person or access person may serve
as a member of the board of directors or trustees of any business
organization, other than a civic or charitable organization, without
the prior written approval of the Compliance Officer or Mr. Ziegler
based on a determination that the board service would not be
inconsistent with the interests of Artisan Partners or of its Clients.
If an investment person is serving as a board member, that investment
person shall not participate in making investment decisions relating to
the securities of the company on whose board he or she sits.
No investment person or access person may purchase or sell, for his or
her own account or for others, including investment companies or
private accounts managed by Artisan Partners, securities of any public
company of which an Artisan Partner investment person or access person
is a director or trustee, except that the person who is the director or
the trustee of the public company may purchase and sell securities of
that company with express prior approval of the Compliance Officer or
Mr. Ziegler.
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IV. COMPLIANCE PROCEDURES
A. EXECUTION OF PERSONAL SECURITIES TRANSACTIONS THROUGH DISCLOSED
BROKERAGE ACCOUNTS; DUPLICATE CONFIRMATIONS. All Personal Securities
Transactions must be conducted through brokerage or other accounts that
have been identified to the Compliance Officer. Each such brokerage or
other account must be set up to deliver duplicate copies of all
confirmations and statements to the Compliance Officer. No exceptions
will be made to this policy. All investment personnel and access
persons shall cooperate in all aspects with the Compliance Officer
and/or his designee in securing confirmations and statements in a
timely manner.
B. PRECLEARANCE. Except as provided below, all Personal Securities
Transactions must be cleared in advance by the Compliance Officer or
Mr. Ziegler. Personal Securities Transactions by Mr. Totsky must be
approved by Mr. Ziegler. Personal Securities Transactions by Ms.
Ziegler or Mr. Ziegler must be approved by Mr. Totsky. If the proposed
trade is not executed within two business days after preclearance, the
preclearance will expire and the request must be made again.
Transactions in the following securities are exempt from the
preclearance requirement:
1. securities listed as exempt in Section V;
2. municipal securities;
3. straight debt securities;
4. securities of companies with aggregate market capitalizations
of greater than $10 billion;
5. listed index options and futures; and
6. transactions in an account (including an investment advisory
account, trust account or other account) of such person
(either alone or with others) over which a person other than
the investment person or access person (including an
investment adviser or trustee) exercises investment discretion
if:
- the investment person or access person does not know of the proposed
transaction until after the transaction has been executed;
- the investment person or access person has previously identified the
account to the Compliance Officer and has affirmed to the Compliance
Officer that (in some if not all cases) he or she does not know of
proposed transactions in that account until after they are executed.
This exclusion from the preclearance requirement is based upon
the employee not having knowledge of any transaction until
after that
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transaction is executed. Therefore, notwithstanding
this general exclusion, if the investment person or
access person becomes aware of any transaction in
such investment advisory account before it is
executed, the investment person must seek
preclearance of that transaction before it is
executed.
C. BLACKOUT PERIODS.
1. INVESTMENT PERSONNEL. No Personal Securities Transaction of an
investment person will be cleared (as provided in B., above)
if Artisan Funds or any Client (1) has a conflicting order
pending or (2) is actively considering a purchase or sale of
the same security. A conflicting order is any order for the
same security, or an option on or warrant for that security,
that has not been fully executed. A purchase or sale of a
security is being "actively considered" (a) when a
recommendation to purchase or sell has been made for a Client
and is pending, or, (b) with respect to the person making the
recommendation, when that person is seriously considering
making the recommendation within 14 calendar days, or, (c) the
security is on the "watch list."
Absent extraordinary circumstances, a Personal Securities
Transaction for an investment person will not be approved
until the sixth business day after completion of any
transaction for a Client.
2. ACCESS PERSONNEL. No Personal Securities Transaction of an
access person may be executed on a day during which Artisan
Funds or any other client has a pending order in the same
security until that order is fully executed or withdrawn.
D. DISCLOSURE OF PERSONAL HOLDINGS. Each investment person and access
person shall disclose his or her personal securities holdings (not
including shares of open-end investment companies (mutual funds),
direct obligations of the U.S. government (U.S. treasury bills, notes
and bonds) and money market instruments, including bank certificates of
deposit, bankers' acceptances, commercial paper and repurchase
agreements) no later than ten days after commencement of employment
with Artisan Partners, and annually thereafter as of December 31 of
each year. Annual reports shall be delivered to the Compliance Officer
no later than January 30 of the following year. The initial holdings
and annual holdings reports shall contain the following information:
- title, interest rate and maturity date (if applicable), number
of shares and the principal amount of each security held
beneficially;
- the name of any broker, dealer or bank with or through which the
investment person maintains an account; and
- the date the report is submitted.
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E. DEALING WITH CERTIFICATED SECURITIES. The receipt of certificated
securities must be reported as described in F., below. Any subsequent
transaction in such securities must be conducted through a disclosed
brokerage account for which the Compliance Officer receives duplicate
confirmations and account statements. No person subject to the Code
shall request withdrawal of securities from such a brokerage account in
certificated form.
F. REPORTING PERSONAL SECURITIES TRANSACTIONS.
1. Each investment person and access person
shall (i) identify to Artisan Partners each brokerage
or other account in which the access person has a
beneficial interest and (ii) instruct the broker or
custodian to deliver to the Compliance Officer
duplicate confirmations of all transactions and
duplicate monthly statements.
2. Each investment person and access person shall report all
Personal Securities Transactions during a month to the
Compliance Officer no later than ten days after the end of the
month.
MONTHLY TRANSACTION REPORTS SHALL INCLUDE THE FOLLOWING
INFORMATION:
FOR EACH TRANSACTION:
- the date of the transaction;
- title, interest rate and maturity date (if
applicable), number of shares and the
principal amount of each security involved;
- the nature of the transaction (i.e.,
PURCHASE, sale, GIFT, or other type of
acquisition or disposition);
- the price at which the transaction was
effected;
- the name of the broker, dealer or bank with
or through which the transaction was
effected; and
- the date the report is submitted.
In addition, for each account established during the month in which
securities are held for the benefit of an investment person or access
person, the monthly report shall include:
- the name of the broker, dealer or bank with whom the account
was established;
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- the date the account was established; and
- the date the report is submitted.
3. Reports relating to the Personal Securities Transactions of
the Compliance Officer shall be delivered to Mr. Ziegler.
G. FORM OF REPORTS. Reports of Personal Securities Transactions may be in
any form (including copies of confirmations or monthly statements) but
must include the information required by Section IV(F)(2).
If a Personal Securities Transaction has been executed through Artisan
Partners' trading desk, the trading department will provide the
necessary information to the Compliance Officer and no further report
will be required.
Any Personal Securities Transaction of an investment person or access
person which for any reason does not appear in the trading or brokerage
records described above (for example, the receipt of certificated
securities by gift or inheritance) shall be reported as required by
Section IV(F)(2).
H. MONITORING OF TRANSACTIONS. Artisan Partners' Compliance Officer or his
designee will monitor the trading patterns of investment personnel and
access personnel, the trading of Artisan Funds and other Clients, and
trading for Artisan Partners' own account (if any) for compliance with
this Code, including the provisions intended to prevent the misuse of
inside information. The trading of the Compliance Officer will be
monitored by Mr. Ziegler.
I. EDUCATIONAL EFFORTS. The Compliance Officer shall provide, on a regular
basis, an education program to familiarize persons subject to the Code
with the provisions of the Code and to answer questions regarding the
Code. The Compliance Officer shall also be available to answer
questions regarding the Code and to resolve issues of whether
information is inside information and to determine what action, if any,
should be taken.
J. CERTIFICATION OF COMPLIANCE. Each investment person and access person
is required to certify annually that (i) he or she has read and
understands the Code, (ii) recognizes that he or she is subject to the
Code, and (iii) he or she has disclosed or reported all Personal
Securities Transactions required to be disclosed or reported under the
Code. Artisan Partners' Compliance Officer shall annually distribute a
copy of the Code and request certification by all covered persons and
shall be responsible for ensuring that all personnel comply with the
certification requirement.
Each investment person and access person who has not engaged in any
Personal Securities Transaction during the preceding year for which a
report was required to be filed pursuant to the Code shall include a
certification to that effect in his or her annual certification.
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K. REPORT TO ARTISAN FUNDS' BOARD. The officers of Artisan Funds shall
prepare an annual report to the board of Artisan Funds that:
1. summarizes existing procedures concerning personal investing
and any changes in those procedures during the past year;
2. describes issues that arose during the previous year under the
Code or procedures concerning personal investing, including
but not limited to information about material violations of
the Code and sanctions imposed;
3. certifies to the board that Artisan Funds has adopted
procedures reasonably necessary to prevent its investment
persons and access persons from violating the Code; and
4. identifies any recommended changes in existing restrictions or
procedures based upon experience under the Code, evolving
industry practices, or developments in applicable laws or
regulations.
L. REPORTING TO ARTISAN PARTNERS' MANAGEMENT. The Compliance Officer shall
report the following to the management of Artisan Partners:
1. SPECIAL REPORTS. The Compliance Officer shall report the
existence of a potential violation of this Code to management
of Artisan Partners promptly providing full details, which may
include (1) the name of particular securities involved, if
any; (2) the date(s) the Compliance Officer learned of the
potential violation and began investigating; (3) the accounts
and individuals involved; (4) actions taken as a result of the
investigation, if any; and (5) recommendations for further
action.
2. REGULAR REPORTS. On an as-needed or periodic basis, the
Compliance Officer shall report to the management of Artisan
Partners as it may request, which may include some or all of
the following:
i. a summary of existing procedures of the Code;
ii. a summary of changes in procedures made in the last
year;
iii. full details of any investigation since the last
report (either internal or by a regulatory agency) of
any suspected insider trading, the results of the
investigation and a description of any changes in
procedures prompted by an such investigation;
iv. an evaluation of the current procedures and a
description of anticipated changes in procedures; and
v. a description of Artisan Partners' continuing
educational program regarding insider trading,
including the dates of such programs
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since the last report to management.
V. EXEMPT TRANSACTIONS
The provisions of this Code are intended to restrict the personal investment
activities of persons subject to the Code only to the extent necessary to
accomplish the purposes of the Code. Therefore, the preclearance, blackout and
reporting provisions of this Code shall not apply to the following Personal
Securities Transactions:
A. Purchases or sales effected in any account over which the persons
subject to this Code have no direct or indirect influence or control;
B. Purchases or sales of:
1. securities that are direct obligations of the U.S. government
(that is, U.S. treasury bills, notes and bonds);
2. shares of open-end investment companies (mutual funds),
including but not limited to shares of any Artisan Funds
portfolio; and
3. bank certificates of deposit, banker's acceptances, repurchase
agreements or commercial paper.
C. Purchases that are part of an automatic dividend reinvestment plan;
D. Purchases effected upon the exercise of rights issued by an issuer pro
rata to all holders of a class of securities to the extent such rights
were acquired from such issuer, and sales of such rights so acquired;
and
E. Purchases or sales that receive the prior approval of the Compliance
Officer or Mr. Ziegler because they are not inconsistent with this Code
or the provisions of Rule 17j-1(a) under the Investment Company Act of
1940. A copy of Rule 17j-1 is attached as Appendix B.
VI. ENFORCEMENT OF THE CODE AND CONSEQUENCES FOR FAILURE TO COMPLY
The Compliance Officer shall be responsible for promptly investigating all
reports of possible violations of the provisions of this Code.
Compliance with this Code of Ethics is a condition of employment by Artisan
Partners and retention of positions with Artisan Funds. Taking into
consideration all relevant circumstances, Artisan Partners will determine what
action is appropriate for any breach of the provisions of the Code. Possible
actions include letters of sanction, suspension or termination of employment, or
removal from office.
Reports filed pursuant to the Code will be maintained in confidence but will be
reviewed
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by Artisan Partners or Artisan Funds to verify compliance with the Code.
Additional information may be required to clarify the nature of particular
transactions.
VII. RETENTION OF RECORDS
Artisan Partners' Compliance Officer shall maintain the records listed below for
a period of five years at Artisan Partners' principal place of business in an
easily accessible place:
A. a list of all persons subject to the Code during the period;
B. receipts signed by all persons subject to the Code acknowledging
receipt of copies of the Code and acknowledging that they are subject
to it;
C. a copy of each code of ethics that has been in effect at any time
during the period;
D. a copy of each report filed pursuant to the Code and a record of any
known violation and action taken as a result thereof during the period;
and
E. records evidencing prior approval of, and the rationale supporting, an
acquisition by an investment person or access person of securities in a
private placement.
Adopted: March 27, 1995
Revised: July 18, 1996
August 6, 1998
April 28, 1999
January 27, 2000
April 27, 2000
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APPENDIX A
EXAMPLES OF BENEFICIAL INTEREST
For purposes of the Code, you will be deemed to have a beneficial
interest in a security if you have the opportunity, directly or indirectly, to
profit or share in any profit derived from a transaction in the security.
Examples of beneficial ownership under this definition include:
- securities you own, no matter how they are registered, and
including securities held for you by others (for example, by a
custodian or broker, or by a relative, executor or
administrator) or that you have pledged to another (as
security for a loan, for example);
- securities held by a trust of which you are a beneficiary
(except that, if your interest is a remainder interest and you
do not have or participate in investment control of trust
assets, you will not be deemed to have a beneficial interest
in securities held by the trust);
- securities held by you as trustee or co-trustee, where either
you or any member of your immediate family (i.e., spouse,
children or descendants, stepchildren, parents and their
ancestors, and stepparents, in each case treating a legal
adoption as blood relationship) has a beneficial interest
(using these rules) in the trust.
- securities held by a trust of which you are the settlor, if
you have the power to revoke the trust without obtaining the
consent of all the beneficiaries and have or participate in
investment control;
- securities held by any partnership in which you are a general
partner, to the extent of your interest in partnership capital
or profits;
- securities held by a personal holding company controlled by
you alone or jointly with others;
- securities held by (i) your spouse, unless legally separated,
or you and your spouse jointly, or (ii) your minor children or
any immediate family member of you or your spouse (including
an adult relative), directly or through a trust, who is
sharing your home, even if the securities were not received
from you and the income from the securities is not actually
used for the maintenance of your household; or
- securities you have the right to acquire (for example, through
the exercise of a derivative security), even if the right is
not presently exercisable, or securities as to which, through
any other type of arrangement, you obtain benefits
substantially equivalent to those of ownership.
You will NOT be deemed to have beneficial ownership of securities in the
following situations:
- securities held by a limited partnership in which you do not
have a controlling
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APPENDIX A
interest and do not have or share investment control over the
partnership's portfolio; and
- securities held by a foundation of which you are a trustee and
donor, provided that the beneficiaries are exclusively
charitable and you have no right to revoke the gift.
THESE EXAMPLES ARE NOT EXCLUSIVE. THERE ARE OTHER CIRCUMSTANCES IN WHICH YOU MAY
BE DEEMED TO HAVE A BENEFICIAL INTEREST IN A SECURITY. ANY QUESTIONS ABOUT
WHETHER YOU HAVE A BENEFICIAL INTEREST SHOULD BE DIRECTED TO THE COMPLIANCE
OFFICER OR MR. ZIEGLER.
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<PAGE> 17
APPENDIX B
SECTION 270.17j-1 PERSONAL INVESTMENT ACTIVITIES OF INVESTMENT COMPANY
PERSONNEL.
(a) Definitions. For purposes of this section:
(1) Access Person means:
(i) Any director, officer, general partner or Advisory
Person of a Fund or of a Fund's investment adviser.
(A) If an investment adviser is primarily
engaged in a business or businesses other
than advising Funds or other advisory
clients, the term Access Person means any
director, officer, general partner or
Advisory Person of the investment adviser
who, with respect to any Fund, makes any
recommendation, participates in the
determination of which recommendation will
be made, or whose principal function or
duties relate to the determination of which
recommendation will be made, or who, in
connection with his or her duties, obtains
any information concerning recommendations
on Covered Securities being made by the
investment adviser to any Fund.
(B) An investment adviser is "primarily engaged
in a business or businesses other than
advising Funds or other advisory clients"
if, for each of its most recent three fiscal
years or for the period of time since its
organization, whichever is less, the
investment adviser derived, on an
unconsolidated basis, more than 50 percent
of its total sales and revenues and more
than 50 percent of its income (or loss),
before income taxes and extraordinary items,
from the other business or businesses.
(ii) Any director, officer or general partner of a
principal underwriter who, in the ordinary course of
business, makes, participates in or obtains
information regarding, the purchase or sale of
Covered Securities by the Fund for which the
principal underwriter acts, or whose functions or
duties in the ordinary course of business relate to
the making of any recommendation to the Fund
regarding the purchase or sale of Covered Securities.
(2) Advisory Person of a Fund or of a Fund's investment adviser means:
(i) Any employee of the Fund or investment adviser (or of
any company in a control relationship to the Fund or
investment adviser) who, in connection with his or
her regular functions or duties, makes, participates
in, or obtains information regarding the purchase or
sale of Covered Securities by a Fund, or whose
functions relate to the making of any recommendations
with respect to the purchases or sales; and
(ii) Any natural person in a control relationship to the
Fund or investment adviser who obtains information
concerning recommendations made to the Fund with
regard to the purchase or sale of Covered Securities
by the Fund.
(3) Control has the same meaning as in section 2(a)(9) of the Act
[15 U.S.C. 80a-2(a)(9)].
(4) Covered Security means a security as defined in section
2(a)(36) of the Act [15 U.S.C. 80a-2(a)(36)], except that it
does not include:
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<PAGE> 18
APPENDIX B
(i) Direct obligations of the Government of the
United States;
(ii) Bankers' acceptances, bank certificates of
deposit, commercial paper and high quality
short-term debt instruments, including
repurchase agreements; and
(iii) Shares issued by open-end Funds.
(5) Fund means an investment company registered under the
Investment Company Act.
(6) An Initial Public Offering means an offering of
securities registered under the Securities Act of
1933 [15 U.S.C. 77a], the issuer of which,
immediately before the registration, was not subject
to the reporting requirements of sections 13 or 15(d)
of the Securities Exchange Act of 1934 [15 U.S.C. 78m
or 78o(d)].
(7) Investment Personnel of a Fund or of a Fund's
investment adviser means:
(i) Any employee of the Fund or investment
adviser (or of any company in a control
relationship to the Fund or investment
adviser) who, in connection with his or her
regular functions or duties, makes or
participates in making recommendations
regarding the purchase or sale of securities
by the Fund.
(ii) Any natural person who controls the Fund or
investment adviser and who obtains
information concerning recommendations made
to the Fund regarding the purchase or sale
of securities by the Fund.
(8) A Limited Offering means an offering that is exempt
from registration under the Securities Act of 1933
pursuant to section 4(2) or section 4(6) [15 U.S.C.
77d(2) or 77d(6)] or pursuant to rule 504, rule 505,
or rule 506 [17 CFR 230.504, 230.505, or 230.506]
under the Securities Act of 1933.
(9) Purchase or sale of a Covered Security includes,
among other things, the writing of an option to
purchase or sell a Covered Security.
(10) Security Held or to be Acquired by a Fund means:
(i) Any Covered Security which, within the most
recent 15 days:
(A) Is or has been held by the Fund; or
(B) Is being or has been considered by
the Fund or its investment adviser
for purchase by the Fund; and
(ii) Any option to purchase or sell, and any
security convertible into or exchangeable
for, a Covered Security described in
paragraph (a)(10)(i) of this section.
(b) Unlawful Actions. It is unlawful for any affiliated person of or
principal underwriter for a Fund, or any affiliated person of an
investment adviser of or principal underwriter for a Fund, in
connection with the purchase or sale, directly or indirectly, by the
person of a Security Held or to be Acquired by the Fund:
(1) To employ any device, scheme or artifice to defraud the Fund;
B-2
<PAGE> 19
APPENDIX B
(2) To make any untrue statement of a material fact to the Fund or
omit to state a material fact necessary in order to make the
statements made to the Fund, in light of the circumstances
under which they are made, not misleading;
(3) To engage in any act, practice or course of business that
operates or would operate as a fraud or deceit on the Fund; or
(4) To engage in any manipulative practice with respect to the Fund.
(c) Code of Ethics.
(1) Adoption and Approval of Code of Ethics.
(i) Every Fund (other than a money market fund or a Fund
that does not invest in Covered Securities) and each
investment adviser of and principal underwriter for
the Fund, must adopt a written code of ethics
containing provisions reasonably necessary to prevent
its Access Persons from engaging in any conduct
prohibited by paragraph (b) of this section.
(ii) The board of directors of a Fund, including a
majority of directors who are not interested persons,
must approve the code of ethics of the Fund, the code
of ethics of each investment adviser and principal
underwriter of the Fund, and any material changes to
these codes. The board must base its approval of a
code and any material changes to the code on a
determination that the code contains provisions
reasonably necessary to prevent Access Persons from
engaging in any conduct prohibited by paragraph (b)
of this section. Before approving a code of a Fund,
investment adviser or principal underwriter or any
amendment to the code, the board of directors must
receive a certification from the Fund, investment
adviser or principal underwriter that it has adopted
procedures reasonably necessary to prevent Access
Persons from violating the investment adviser's or
principal underwriter's code of ethics. The Fund's
board must approve the code of an investment adviser
or principal underwriter before initially retaining
the services of the investment adviser or principal
underwriter. The Fund's board must approve a material
change to a code no later than six months after
adoption of the material change.
(iii) If a Fund is a unit investment trust, the Fund's
principal underwriter or depositor must approve the
Fund's code of ethics, as required by paragraph
(c)(1)(ii) of this section. If the Fund has more than
one principal underwriter or depositor, the principal
underwriters and depositors may designate, in
writing, which principal underwriter or depositor
must conduct the approval required by paragraph
(c)(1)(ii) of this section, if they obtain written
consent from the designated principal underwriter or
depositor.
(2) Administration of Code of Ethics.
(i) The Fund, investment adviser and principal
underwriter must use reasonable diligence and
institute procedures reasonably necessary to prevent
violations of its code of ethics.
(ii) No less frequently than annually, every Fund (other
than a unit investment trust) and its investment
advisers and principal underwriters must furnish to
the Fund's board of directors, and the board of
directors must consider, a written report that:
(A) Describes any issues arising under the code
of ethics or procedures
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<PAGE> 20
APPENDIX B
since the last report to the board of
directors, including, but not limited to,
information about material violations of the
code or procedures and sanctions imposed in
response to the material violations; and
(B) Certifies that the Fund, investment adviser
or principal underwriter, as applicable, has
adopted procedures reasonably necessary to
prevent Access Persons from violating the
code.
(3) Exception for Principal Underwriters. The requirements of
paragraphs (c)(1) and (c)(2) of this section do not apply to
any principal underwriter unless:
(i) The principal underwriter is an affiliated person of
the Fund or of the Fund's investment adviser; or
(ii) An officer, director or general partner of the
principal underwriter serves as an officer, director
or general partner of the Fund or of the Fund's
investment adviser.
(d) Reporting Requirements of Access Persons.
(1) Reports Required. Unless excepted by paragraph (d)(2) of this
section, every Access Person of a Fund (other than a money
market fund or a Fund that does not invest in Covered
Securities) and every Access Person of an investment adviser
of or principal underwriter for the Fund, must report to that
Fund, investment adviser or principal underwriter:
(i) Initial Holdings Reports. No later than 10 days after
the person becomes an Access Person, the following
information:
(A) The title, number of shares and principal
amount of each Covered Security in which the
Access Person had any direct or indirect
beneficial ownership when the person became
an Access Person;
(B) The name of any broker, dealer or bank with
whom the Access Person maintained an account
in which any securities were held for the
direct or indirect benefit of the Access
Person as of the date the person became an
Access Person; and
(C) The date that the report is submitted by the
Access Person.
(ii) Quarterly Transaction Reports. No later than 10 days
after the end of a calendar quarter, the following
information:
(A) With respect to any transaction during the
quarter in a Covered Security in which the
Access Person had any direct or indirect
beneficial ownership:
(1) The date of the transaction, the
title, the interest rate and
maturity date (if applicable), the
number of shares and the principal
amount of each Covered Security
involved;
(2) The nature of the transaction
(i.e., purchase, sale or any other
type of acquisition or
disposition);
(3) The price of the Covered Security
at which the transaction was
effected;
B-4
<PAGE> 21
APPENDIX B
(4) The name of the broker, dealer or
bank with or through which the
transaction was effected; and
(5) The date that the report is
submitted by the Access Person.
(B) With respect to any account established by
the Access Person in which any securities
were held during the quarter for the direct
or indirect benefit of the Access Person:
(1) The name of the broker, dealer or
bank with whom the Access Person
established the account;
(2) The date the account was
established; and
(3) The date that the report is
submitted by the Access Person.
(iii) Annual Holdings Reports. Annually, the following
information (which information must be current as of
a date no more than 30 days before the report is
submitted):
(A) The title, number of shares and principal
amount of each Covered Security in which the
Access Person had any direct or indirect
beneficial ownership;
(B) The name of any broker, dealer or bank with
whom the Access Person maintains an account
in which any securities are held for the
direct or indirect benefit of the Access
Person; and
(C) The date that the report is submitted by the
Access Person.
(2) Exceptions from Reporting Requirements.
(i) A person need not make a report under paragraph
(d)(1) of this section with respect to transactions
effected for, and Covered Securities held in, any
account over which the person has no direct or
indirect influence or control.
(ii) A director of a Fund who is not an "interested
person" of the Fund within the meaning of section
2(a)(19) of the Act [15 U.S.C. 80a-2(a)(19)], and who
would be required to make a report solely by reason
of being a Fund director, need not make:
(A) An initial holdings report under paragraph
(d)(1)(i) of this section and an annual
holdings report under paragraph (d)(1)(iii)
of this section; and
(B) A quarterly transaction report under
paragraph (d)(1)(ii) of this section, unless
the director knew or, in the ordinary course
of fulfilling his or her official duties as
a Fund director, should have known that
during the 15-day period immediately before
or after the director's transaction in a
Covered Security, the Fund purchased or sold
the Covered Security, or the Fund or its
investment adviser considered purchasing or
selling the Covered Security.
(iii) An Access Person to a Fund's principal underwriter
need not make a report to the principal underwriter
under paragraph (d)(1) of this section if:
B-5
<PAGE> 22
APPENDIX B
(A) The principal underwriter is not an
affiliated person of the Fund (unless the
Fund is a unit investment trust) or any
investment adviser of the Fund; and
(B) The principal underwriter has no officer,
director or general partner who serves as an
officer, director or general partner of the
Fund or of any investment adviser of the
Fund.
(iv) An Access Person to an investment adviser need not
make a quarterly transaction report to the investment
adviser under paragraph (d)(1)(ii) of this section if
all the information in the report would duplicate
information required to be recorded under
Sections 275.204-2(a)(12) or 275.204-2(a)(13)
of this chapter.
(v) An Access Person need not make a quarterly
transaction report under paragraph (d)(1)(ii) of this
section if the report would duplicate information
contained in broker trade confirmations or account
statements received by the Fund, investment adviser
or principal underwriter with respect to the Access
Person in the time period required by paragraph
(d)(1)(ii), if all of the information required by
that paragraph is contained in the broker trade
confirmations or account statements, or in the
records of the Fund, investment adviser or principal
underwriter.
(3) Review of Reports. Each Fund, investment adviser and principal
underwriter to which reports are required to be made by
paragraph (d)(1) of this section must institute procedures by
which appropriate management or compliance personnel review
these reports.
(4) Notification of Reporting Obligation. Each Fund, investment
adviser and principal underwriter to which reports are
required to be made by paragraph (d)(1) of this section must
identify all Access Persons who are required to make these
reports and must inform those Access Persons of their
reporting obligation.
(5) Beneficial Ownership. For purposes of this section, beneficial
ownership is interpreted in the same manner as it would be
under Section 240.16a-1(a)(2) of this chapter in determining
whether a person is the beneficial owner of a security for
purposes of section 16 of the Securities Exchange Act of 1934
[15 U.S.C. 78p] and the rules and regulations thereunder. Any
report required by paragraph (d) of this section may contain a
statement that the report will not be construed as an
admission that the person making the report has any direct or
indirect beneficial ownership in the Covered Security to which
the report relates.
(e) Pre-approval of Investments in IPOs and Limited Offerings. Investment
Personnel of a Fund or its investment adviser must obtain approval from
the Fund or the Fund's investment adviser before directly or indirectly
acquiring beneficial ownership in any securities in an Initial Public
Offering or in a Limited Offering.
(f) Recordkeeping Requirements.
(1) Each Fund, investment adviser and principal underwriter that
is required to adopt a code of ethics or to which reports are
required to be made by Access Persons must, at its principal
place of business, maintain records in the manner and to the
extent set out in this paragraph (f), and must make these
records available to the Commission or any representative of
the Commission at any time and from time to time for
reasonable periodic, special or other examination:
(A) A copy of each code of ethics for the organization
that is in effect, or at any time
B-6
<PAGE> 23
APPENDIX B
within the past five years was in effect, must be
maintained in an easily accessible place;
(B) A record of any violation of the code of ethics, and
of any action taken as a result of the violation,
must be maintained in an easily accessible place for
at least five years after the end of the fiscal year
in which the violation occurs;
(C) A copy of each report made by an Access Person as
required by this section, including any information
provided in lieu of the reports under paragraph
(d)(2)(v) of this section, must be maintained for at
least five years after the end of the fiscal year in
which the report is made or the information is
provided, the first two years in an easily accessible
place;
(D) A record of all persons, currently or within the past
five years, who are or were required to make reports
under paragraph (d) of this section, or who are or
were responsible for reviewing these reports, must be
maintained in an easily accessible place; and
(E) A copy of each report required by paragraph
(c)(2)(ii) of this section must be maintained for at
least five years after the end of the fiscal year in
which it is made, the first two years in an easily
accessible place.
(2) A Fund or investment adviser must maintain a record of any
decision, and the reasons supporting the decision, to approve
the acquisition by investment personnel of securities under
paragraph (e), for at least five years after the end of the
fiscal year in which the approval is granted.
B-7
<PAGE> 24
ATTACHMENT A
ACKNOWLEDGMENT OF RECEIPT OF CODE OF ETHICS
CODE OF ETHICS. Artisan Funds, Inc. ("Artisan Funds"), Artisan Partners
Limited Partnership ("Artisan Partners") and Artisan Distributors LLC ("Artisan
Distributors") and have adopted a written Code of Ethics and Policy and
Procedures to Prevent Misuse of Inside Information (the "Code") to avoid
potential conflicts of interest by Artisan Partners and Artisan Distributors
personnel and to govern the use and handling of material non-public information.
A copy of the Code is attached to this acknowledgement. As a condition of your
continued employment with Artisan Partners or Artisan Distributors, and the
retention of your position, if any, as an officer of Artisan Funds, you are
required to read, understand and abide by the Code.
COMPLIANCE PROGRAM. The Code requires that all personnel furnish to
Artisan Partners' Compliance Officer the names and addresses of any firm with
which you have any investment account. You are also required to furnish to
Artisan Partners' Compliance Officer copies of your monthly or quarterly account
statements, or other documents, showing all purchases or sales of securities in
any such account, or which are effected by you or for your benefit, or the
benefit of any member of your household. Additionally, you are required to
furnish a report of your personal securities holdings within ten days of
commencement of your employment with Artisan Partners and annually thereafter.
These requirements apply to any investment account, such as an account at a
brokerage house, trust account at a bank, custodial account or similar types of
accounts.
Artisan Partners' compliance program also requires that you report any
contact with any securities issuer, government or its personnel, or others,
that, in the usual course of business, might involve material non-public
financial information. Only investment personnel are permitted to make such
contacts. The Code requires that you bring to the attention of the Compliance
Officer any information you receive from any source which might be material
non-public information.
Any questions concerning the Code should be directed to Artisan
Partners' Compliance Officer.
-------------------------------------------------------------------------------
I affirm that I have read and understand the Code of Ethics and Policy
and Procedures to Prevent Misuse of Inside Information ("Code"). I agree to the
terms and conditions set forth in the Code.
-------------------------------- ----------------
Signature Date
B-8
<PAGE> 25
ATTACHMENT B
ANNUAL AFFIRMATION OF COMPLIANCE
I affirm that:
1. I have again read and, during the past year to the best of my
knowledge, have complied with the Code of Ethics and Policy
and Procedures to Prevent Misuse of Inside Information
("Code").
2. I have provided to Artisan Partners' Compliance Officer the
names and addresses of each investment account that I have
with any firm, including, but not limited to, broker-dealers,
banks and others. (List of known accounts attached.)
3. I have provided to Artisan Partners' Compliance Officer copies
of account statements or other reports showing each and every
transaction in any security in which I have a beneficial
interest, as defined in the Code, during the most recently
ended calendar year
or
During the most recent calendar year there were no
transactions in any security in which I had a beneficial
interest required to be reported pursuant to the Code.
4. I have provided to the Compliance Officer a report of my
personal securities holdings as of the end of the most recent
calendar year, including all required information for each
security in which I have any direct or indirect beneficial
ownership.
-------------------------------- -----------------
Signature Date
B-9
