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, Artisan Partners' Compliance Officer; Janet
D. Olsen, Counsel to Artisan Funds; or Andrew A. Ziegler, Managing Director. You
also must notify the Compliance Officer
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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
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of such dissemination is the best indication that the information
is public. 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:
o each portfolio manager working for Artisan Funds/Artisan
Partners;
o each analyst working for Artisan Partners;
o each trader;
o support staff working directly with portfolio managers and
analysts;
o each officer or director of Artisan Funds employed by Artisan
Partners or an affiliated company of Artisan Partners;
o each partner or officer of Artisan Partners; and
o 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:
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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 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
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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 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:
o 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;
o 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
o 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
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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 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.
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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.
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
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with others) over which a person other than the investment person
or access person (including an investment adviser or trustee)
exercises investment discretion if:
o the investment person or access person does not know of the
proposed transaction until after the transaction has been
executed;
o 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 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
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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:
o title, interest rate and maturity date (if applicable), number of
shares and the principal amount of each security held
beneficially;
o the name of any broker, dealer or bank with or through which the
investment person maintains an account; and
o the date the report is submitted.
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:
o the date of the transaction;
o title, interest rate and maturity date (if applicable),
number of shares and the principal amount of each security
involved;
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o the nature of the transaction (i.e., PURCHASE, sale, GIFT,
or other type of acquisition or disposition);
o the price at which the transaction was effected;
o the name of the broker, dealer or bank with or through which
the transaction was effected; and
o 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:
o the name of the broker, dealer or bank with whom the account
was established;
o the date the account was established; and
o 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
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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.
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
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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 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;
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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 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.
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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:
o 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);
o 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);
o 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.
o 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;
o securities held by any partnership in which you are a general partner, to
the extent of your interest in partnership capital or profits;
o securities held by a personal holding company controlled by you alone or
jointly with others;
o 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
o 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.
A-1
<PAGE>
APPENDIX A
You will NOT be deemed to have beneficial ownership of securities in the
following situations:
o securities held by a limited partnership in which you do not have a
controlling interest and do not have or share investment control over the
partnership's portfolio; and
o 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.
A-2
<PAGE>
APPENDIX B
SS. 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)].
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<PAGE>
APPENDIX B
(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:
(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
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<PAGE>
APPENDIX B
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;
(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.
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<PAGE>
APPENDIX B
(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 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:
B-4
<PAGE>
APPENDIX B
(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;
(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-5
<PAGE>
APPENDIX B
(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:
(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 ss.ss. 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 ss.
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
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<PAGE>
APPENDIX B
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 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>
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 ("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
<PAGE>
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
