ARTISAN FUNDS INC
485APOS, 2000-11-30
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   As filed with the Securities and Exchange Commission on November 30, 2000

                                                    1933 Act Reg. No. 33-88316
                                                    1940 Act File No. 811-8932

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM N-1A

                        -------------------------------

              REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933       [X]
                          POST-EFFECTIVE AMENDMENT NO. 14                   [X]

                                      and

          REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940   [X]
                                  AMENDMENT NO. 16                          [X]

                        -------------------------------
                              Artisan Funds, Inc.
                                  (Registrant)

                      1000 North Water Street, Suite 1770
                           Milwaukee, Wisconsin 53202

                       Telephone Number:  (414) 390-6100

      Andrew A. Ziegler                       Cameron S. Avery
      Artisan Funds, Inc.                     Bell, Boyd & Lloyd LLC
      1000 North Water Street, #1770          Three First National Plaza, #3300
      Milwaukee, Wisconsin 53202              Chicago, Illinois 60602

                              (Agents for Service)

                        -------------------------------

                Amending Parts A, B, and C and filing Exhibits.

             It is proposed that this filing will become effective:

                      immediately upon filing pursuant to rule 485(b)
               ----
                      on                   pursuant to rule 485(b)
               ----      -----------------
                      60 days after filing pursuant to rule 485(a)(1)
               ----
                      on                   pursuant to rule 485(a)(1)
               ----      -----------------
                X     75 days after filing pursuant to rule 485(a)(2)
               ----
                      on                   pursuant to rule 485(a)(2)
               ----      -----------------

    -----------------------------------------------------------------------

<PAGE>

The information in this Prospectus is not complete and may be changed.  We may
not sell these securities until the registration statement filed with the
Securities Exchange Commission is effective.  This Prospectus is not an offer to
sell these securities and is not soliciting an offer to buy these securities in
any state where the offer or sale is not permitted.

                                     (LOGO)
                                   Prospectus

                           ARTISAN MID CAP VALUE FUND
                               (INVESTOR SHARES)
                               FEBRUARY __, 2001

An investment in the Fund is 100% no-load, which means you pay no sales charges.
You also pay no 12b-1 fees.  However, you bear your share of annual fund
operating expenses (including the investment management fee) which are deducted
from Fund assets.

                              ARTISAN FUNDS, INC.

                                 P.O. BOX 8412

                             BOSTON, MA  02266-8412

Be sure to read this prospectus before you invest and please keep it on file for
future reference.

This prospectus presents essential facts about the Fund, including investment
strategies, management fees and services available to you as an investor.

If you have a question about any part of the prospectus, please call the number
below.  An Artisan Funds representative will be happy to help you.

                                  ------------
                                  800.344.1770
                                  ------------

    You may also obtain more information about Artisan Funds on our website:

                              WWW.ARTISANFUNDS.COM

The SECURITIES AND EXCHANGE COMMISSION has not approved or disapproved the
Fund's shares or determined whether this prospectus is truthful or complete.
Anyone who tells you otherwise is committing a crime.

<PAGE>

TABLE OF CONTENTS

To help make investing with Artisan Funds a pleasant experience for you, we've
designed this document to serve as an easy reference tool.  For your
convenience, here are the topics you'll find in the following pages...

     Important Legal Information.......................Cover
     Goal, Strategy & Philosophy...........................2
     Principal Risks You Should Consider...................4
     Performance Information...............................5
     Fees & Expenses of the Fund...........................5
     How Do I Know if this Fund is Right for Me?...........6
     Organization, Management & Management Fee.............7
     Investing with the Fund...............................8
          Minimum Investments..............................8
     How to Buy Shares.....................................8
          Automatic Investment Plan (AIP).................10
     How to Sell Shares...................................10
          Systematic Withdrawals..........................12
     What Type of Account Would You Like?.................12
     Shareholder & Account Procedures.....................14
          Statements and Reports..........................14
          Website.........................................15
          Share Price.....................................15
          Purchases.......................................15
          Minimum Balances................................16
          Authorized Agents...............................16
          Redemptions.....................................17
          Signature Guarantees............................18
          Account Registration............................18
          Telephone Transactions..........................18
          Telephone Exchange Plan.........................19
     Dividends, Capital Gains & Taxes.....................20
          Distribution Options............................20
          Taxes...........................................20

<PAGE>

GOAL, STRATEGY & PHILOSOPHY

--------------------------------------------------------------------------------
GOAL
Artisan Mid Cap Value Fund seeks maximum long-term capital growth.  The Fund may
change this goal without the approval of shareholders.

--------------------------------------------------------------------------------
STRATEGY & PHILOSOPHY
Under normal circumstances, the Fund invests at least 65% of its total
assets in the common stocks of medium-sized U.S. companies.

A medium-sized company is one whose total stock market value falls within the
range of companies in the S&P 400 MidCap Index.  As of October 31, 2000, this
Index included companies with capitalizations between approximately $128 million
and $14.4 billion.  Over time, the capitalization range of companies in the
Index will change.  As it does, the size of the companies in which the Fund
invests may change.  The Fund tries to lower the risks of investing in medium-
sized companies through broad diversification by industry and company, as well
as continuous monitoring of each holding.

            -  In looking for companies that may provide attractive values,
               Artisan Partners does its own fundamental research.  Artisan
               Partners emphasizes economic cash flow as a measure of value
               rather than earnings per share because the value of a company is
               driven by cash flow generated over time.  We determine economic
               cash flow by analyzing a company's cash flow adjusted by its cost
               of capital.

            -  The Fund purchases a stock only at a price Artisan Partners, the
               adviser to the Fund, considers below the value of the business as
               determined by Artisan Partners, and only if Artisan Partners
               thinks the company has good management and a competitive
               advantage that has not been recognized by the market.  A
               competitive advantage is an important factor that gives a company
               the ability to obtain returns higher than its cost of capital.

                                       2

<PAGE>

            -  Artisan Partners believes that a company may have a
               greater opportunity to increase its economic cash flow if it can:

               - eliminate underperforming assets;

               - improve the efficiency of its assets;

               - improve margin pricing through cost cutting;

               - focus on selling higher margin products

               - redirect working capital.

            -  The Fund prefers to invest in companies that present attractive
               opportunities, but have not been widely recognized by investment
               analysts or the financial press.

Artisan Partners may decide to sell a stock when Artisan Partners thinks the
stock is too expensive compared to what the company is worth, changing
circumstances affect the original reasons for a company's purchase, a company
exhibits deteriorating fundamentals or more attractive alternatives exist.

Under ordinary circumstances, the Fund is fully invested in common stocks.  At
times, however, Artisan Partners may determine that market or economic
conditions warrant a temporary defensive position.  During those periods, the
Fund's assets may not be invested in accordance with its strategy and the Fund
may not achieve its investment objective.  In this case, the Fund may hold up to
100% of its assets in cash, cash equivalents, or short-term government or
corporate obligations.

The Fund may engage in active and frequent trading to achieve its principal
investment strategies.  A higher rate of portfolio turnover results in increased
transaction expenses, the realization of capital gains or losses and may reduce
performance.

                                       3

<PAGE>

PRINCIPAL RISKS YOU SHOULD CONSIDER

--------------------------------------------------------------------------------
The Fund invests primarily in common stocks.  In the short-term, stock prices
may fluctuate widely in response to company, market or economic views.  When you
sell your shares, they may be worth more or less than you paid for them.  You
can lose money by investing in the Fund.

The Fund does not pursue income and is not a balanced investment plan.  In
addition, there can be no assurance that it will achieve its investment goal.
The portfolio management team's ability to choose suitable investments for the
Fund has a significant impact on the Fund's ability to achieve its investment
objective.

The percentage of the Fund's assets invested in various industries and sectors
will vary from time to time depending on the portfolio management team's
perception of investment opportunities.  Investments in particular industries or
sectors may be more volatile than the overall stock market.  For example,
technology, science and communications are rapidly changing fields, and stocks
of these companies may be subject to more abrupt or erratic market movements
than the stock market in general.  Consequently, a higher percentage of holdings
in a particular industry or sector may have the potential for a greater impact
on the Fund.

Below are the principal investment risks of the Fund.

- Stocks of medium-sized companies tend to be more volatile than those of large
  companies.

- Compared to large companies, medium-sized companies typically have analyst
  coverage by fewer Wall Street firms.  For this reason, they are more likely
  to be trading at prices that reflect incomplete or inaccurate information.

- During some periods, stocks of mid-sized companies, as an asset class, have
  underperformed the stocks of small and large companies.

- Value stocks may fall out of favor with investors and may underperform other
  asset types during given periods.

                                       4

<PAGE>

PERFORMANCE INFORMATION

--------------------------------------------------------------------------------
Please note that performance information has not been presented for the Fund
because the Fund has not yet commenced operations.

FEES & EXPENSES OF THE FUND

Below are the fees and expenses that you may pay if you buy and hold shares of
the Fund.

--------------------------------------------------------------------------------
SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)

Maximum sales charge (load) imposed on purchases.......................None

Exchange fee...........................................................None

Redemption fee.........................................................None


--------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)

--------------------------------------------------------------------------------
EXPENSE                                                      MID CAP VALUE FUND
--------------------------------------------------------------------------------
MANAGEMENT FEES                                                    1.00%
--------------------------------------------------------------------------------
DISTRIBUTION (12B-1) FEES                                           None
--------------------------------------------------------------------------------
OTHER EXPENSES                                                    0.20<F1>
--------------------------------------------------------------------------------
TOTAL ANNUAL FUND OPERATING EXPENSES                              1.20<F1>
--------------------------------------------------------------------------------

<F1> Because the Fund is new, the amount shown for "other expenses" is the
     estimated amount that the Fund will incur.

                                       5

<PAGE>

EXAMPLE.  This example is intended to help you compare the cost of investing in
the Fund with that of investing in other mutual funds. The example assumes you
invest $10,000 for the time periods indicated and then redeem all of your
shares at the end of those periods.  The example also assumes that you earn a 5%
return each year, and that operating expenses remain constant.

--------------------------------------------------
TIME PERIOD                    MID CAP VALUE FUND
--------------------------------------------------
1 year                                $122
--------------------------------------------------
3 years                               $381
--------------------------------------------------

This example is for illustration only. It is not meant to suggest actual or
expected costs or returns, which may be more or less than the amounts shown.

HOW DO I KNOW IF THIS FUND IS RIGHT FOR ME?

--------------------------------------------------------------------------------
Medium-sized companies can offer attractive investment characteristics.  They
are typically small enough to have higher growth potential than the general U.S.
economy, mature enough to have seasoned management and established, multiple
product lines, and large enough to have liquid trading markets.

INVESTING IN THIS FUND MAY BE SUITABLE FOR YOU IF:

- You want to invest for maximum long-term growth, rather than income.

- You are a patient investor, and able to maintain your investment over a
  relatively long period of time.

- You understand the specific risks of investing in the mid-cap, value-based
  market segment.

                                       6

<PAGE>

ORGANIZATION, MANAGEMENT & MANAGEMENT FEES

--------------------------------------------------------------------------------
ORGANIZATION.  The Fund is a series of Artisan Funds, Inc.

MANAGEMENT.  The Fund is managed by Artisan Partners Limited Partnership
(Artisan Partners), which selects the Fund's investments and handles its
business affairs under the direction of the board of directors.  Artisan
Partners was organized in 1994 and, as of September 30, 2000, manages
approximately $10.6 billion for Artisan Funds and institutional clients.
Artisan Partners is a limited partnership managed by its general partner,
Artisan Investment Corporation.  Its address is: Artisan Partners, 1000 North
Water Street, Suite 1770, Milwaukee, Wisconsin 53202-3197.

MARINA T. CARLSON, Portfolio Manager, is a Managing Director of Artisan Partners
and a Vice President of Artisan Funds.  Ms. Carlson is also the Portfolio Co-
Manager of the Artisan Small Cap Fund.  Prior to joining Artisan Partners in
1999, she was employed by Strong Capital Management, Inc., where she served as
Portfolio Manager of Strong Mid Cap Disciplined Fund (from its inception in
December 1998 through March 1999) and Portfolio Co-Manager of Strong Opportunity
Fund and Strong Common Stock Fund (from 1993 through December 30, 1998).

Ms. Carlson holds a BBA in Finance from Drake University and an MBA in Finance
from DePaul University.  She is a Chartered Financial Analyst.

MANAGEMENT FEES

The Fund pays a management fee to Artisan Partners for serving as its
investment adviser and providing administrative services.  The fee is determined
as a percentage of average daily net assets.  The Fund also pays expenses
related to its daily operations.  Expenses paid out of the Fund's assets are
reflected in its share price or dividends.  For services furnished by Artisan
Partners, the Fund has agreed to pay an annual fee of 1.00% of the Fund's
average daily assets.

                                      7

<PAGE>

INVESTING WITH THE FUND

--------------------------------------------------------------------------------
The Fund is 100% no-load, which means you pay no sales charges.  You also pay no
12b-1 fees.  However, you bear your share of annual fund operating expenses
(including the investment management fee) which are deducted from Fund assets.

MINIMUM INVESTMENTS

                  To open an account.............$1,000<F1>
                  To add to an account..............$50
                  Minimum balance required.........$500

HOW TO BUY SHARES

--------------------------------------------------------------------------------
MAIL

TO OPEN AN ACCOUNT:

Compete and sign the new account application.  Mail it to the address on
the application, along with your check or money order for $1,000 or more.  Make
your check or money order payable to "Artisan Funds" or to "Artisan Mid Cap
Value Fund." Third-party and starter checks will not be accepted.

TO ADD TO AN ACCOUNT:

Put your account number on a check or money order for $50 or more.  Make your
check or money order payable to "Artisan Funds" or to "Artisan Mid Cap Value
Fund." Mail it, along with the form at the bottom of your account statement, to
the address on your account statement.  Third-party and starter checks will not
be accepted.

------------------------
<F1> The Fund will waive the initial minimum of $1,000 if you invest through the
     Automatic Investment Plan, explained later on page 10.

                                       8

<PAGE>

DELIVERY:

FOR REGULAR MAIL DELIVERY:              FOR OVERNIGHT DELIVERY:
Artisan Funds                           Artisan Funds
c/o Boston Financial Data Services      c/o Boston Financial Data Services
P.O. Box 8412                           66 Brooks Drive
Boston, MA  02266-8412                  Braintree, MA  02184
                                        800.344.1770

All investment checks must be delivered to one of the above addresses.  Neither
Artisan Funds nor Artisan Distributors LLC is authorized to accept shareholder
investment checks at their corporate offices.

--------------------------------------------------------------------------------
TELEPHONE 800.344.1770

TO OPEN AN ACCOUNT:

You may open a new account by telephone only by exchange of $1,000 or more from
your identically registered account in another of the Artisan Funds.  You may
establish the telephone transaction option by electing it on your new account
application.  If you did not do so, please request and complete the shareholder
options form available at WWW.ARTISANFUNDS.COM or by calling 800.344.1770.

TO ADD TO AN ACCOUNT:

The telephone transaction option enables you to add from $50 to $25,000 to your
account by telephone.  It also lets you exchange among Artisan Funds by
telephone.

You may elect the telephone transaction option on your application or-at a later
date-by completing the shareholder options form.

--------------------------------------------------------------------------------
WIRE

TO OPEN AN ACCOUNT:

Please call 800.344.1770 for instructions on opening an account by wire.

                                       9

<PAGE>


TO ADD TO AN ACCOUNT:

Please call 800.344.1770 for instructions on adding to an account by wire.

AUTOMATIC INVESTMENT PLAN (AIP)

This service is a convenient way to make regular systemic investments into the
Fund.  Once a month, you purchase shares by transferring money from your
designated checking or savings account directly into the Fund.  Simply decide
how much you want to invest (the monthly minimum is $50) and the day (between
the 3rd and the 28th) you want the transfer to take place.

The rest is automatic.  There are no telephone calls to make, no monthly forms
to complete, no trips to the post office.  And you're not locked in.  If you
wish to discontinue the AIP, just notify us in writing.

TO OPEN AN ACCOUNT:

Complete and sign the account application including the Automatic Investment
Plan section of your account application.

If you choose the Automatic Investment Plan when you open your account, the
minimum initial investment will be waived.

TO ADD TO AN ACCOUNT:

To add this convenient feature to your Artisan Fund account, please call
800.344.1770 or visit our website at WWW.ARTISANFUNDS.COM for a shareholder
options form.

HOW TO SELL SHARES

--------------------------------------------------------------------------------
You may take money out of your account at any time by selling some or all of
your shares.  You will receive the share price calculated after your order is
received by the Fund or its authorized agent.

Some redemptions require SIGNATURE GUARANTEES.  See page 18.

The following procedures apply ONLY TO NON-IRA ACCOUNTS.  To sell shares in an
IRA, you must send us both a letter of instruction as described below and an IRA
distribution form.  You may request the form by calling 800.344.1770 or by
visiting our website at WWW.ARTISANFUNDS.COM.

                                       10

<PAGE>

--------------------------------------------------------------------------------
MAIL

INDIVIDUAL, JOINT OWNERS, SOLE PROPRIETORSHIPS, UGMA AND UTMA

Mail a letter of instruction including: the Fund's name; your account number;
each owner's name and address; the dollar amount or number of shares to be sold;
and the signature of each owner as it appears on the account.

TRUST

All Trustees must sign the letter of instruction

FOR REGULAR MAIL DELIVERY:             FOR OVERNIGHT DELIVERY:
Artisan Funds                          Artisan Funds
c/o Boston Financial Data Services     c/o Boston Financial Data Services
P.O. Box 8412                          66 Brooks Drive
Boston, MA  02266-8412                 Braintree, MA  02184
                                       800.344.1770
ALL OTHERS

Call 800.344.1770 for instructions.

--------------------------------------------------------------------------------
TELEPHONE 800.344.1770

Available to all account types except IRAs

With the telephone redemption option, you can sell from $500 to $25,000 worth of
shares per day by telephone.  You automatically have this option unless you
declined it on your account application.  If you did decline and would like to
add it, call 800.344.1770 or visit our website at WWW.ARTISANFUNDS.COM for a
shareholder options form.


--------------------------------------------------------------------------------
WIRE

Available to all account types except IRAs

We will transmit payment by wire to a pre-authorized bank account.  Usually, the
funds will arrive at your bank the next business day after the Fund receives
your redemption request.  This

                                     11

<PAGE>

option is available to you if you enclosed a voided check with your account
application or have subsequently completed the shareholder options form to have
this feature added to your account.  The fee for this service is currently $5.00
per wire transaction.

SYSTEMATIC WITHDRAWALS

Available to all account types except IRAs

This service lets you withdraw a set amount from your account at regular
intervals.  To be eligible for systematic withdrawal, you must have a least
$5,000 in your Account.  You must withdraw at least $50 per transaction.  If
you'd like to add this option, please call us at 800.344.1770 or visit our
website at WWW.ARTISANFUNDS.COM for a shareholder options form.

WHAT TYPE OF ACCOUNT WOULD YOU LIKE?

--------------------------------------------------------------------------------
RETIREMENT ACCOUNTS REQUIRE A SPECIAL APPLICATION.
Please call us at 800.344.1770 or visit WWW.ARTISANFUNDS.COM to request one.

--------------------------------------------------------------------------------
INDIVIDUAL OR JOINT OWNERSHIP
These are intended for your general investment needs.  Individual accounts are
owned by one person.  Joint accounts can have two or more owners.

--------------------------------------------------------------------------------
GIFT OR TRANSFER TO A MINOR (UGMA, UTMA)
These custodial accounts let you give money to a minor for any purpose.  This
gift is irrevocable, and the minor gains control of the account once he/she
reaches the age of majority.  Your application should include the minor's social
security number.

--------------------------------------------------------------------------------
TRUST FOR ESTABLISHED EMPLOYEE BENEFIT OR PROFIT-SHARING PLAN
The trust or plan must be established before you can open an account.  Please
include the date of the trust or plan on the application.

--------------------------------------------------------------------------------

                                   12

<PAGE>

--------------------------------------------------------------------------------
BUSINESS OR ORGANIZATION
This account is for a corporation, association, partnership or similar
institution.  Along with your application, please enclose a certified corporate
resolution that indicates which officers are authorized to act on behalf of the
entity.
--------------------------------------------------------------------------------

RETIREMENT

A retirement account enables you to defer taxes on investment income and capital
gains.  Your contributions may be tax-deductible.

- INDIVIDUAL RETIREMENT ACCOUNT (IRA).  You may invest up to $2,000 per tax
  year in an IRA if you are of legal age, under 70 1/2 and have "earned" (non-
  investment) income.  If your spouse has less than $2,000 in earned income, he
  or she may still contribute up to $2,000 in an IRA, so long as your
  combined earned income is at least $4,000 and you file a joint return.

- ROTH IRA.  Compared to the traditional IRA, the Roth IRA has different
  eligibility requirements and tax treatment.  If you're a single taxpayer with
  adjusted gross income up to $95,000, you may contribute up to $2,000 per year
  - or up to $4,000 per year if you're married with adjusted gross income up to
  $150,000 per year and you file a joint return.  You also must have earned
  income equal to your contributions, as with a traditional IRA, but you can
  contribute to a Roth IRA even if you are over 70 1/2.  Your contributions to a
  Roth IRA are not tax-deductible.  But your withdrawals are not taxable if
  you've held your IRA for at least five years and are at least 59 1/2,
  disabled, or use the proceeds (up to$10,000) to purchase a first home.  The
  amount you can contribute to a Roth IRA in any year is reduced by the amount
  you contribute to a traditional IRA, and vice-versa.

- ROLLOVER IRA.  This plan offers you special tax advantages for certain
  distributions from employer-sponsored retirement plans.

- SIMPLIFIED EMPLOYEE PENSION PLAN (SEP-IRA).  If you have a small business or
  self-employment income, this plan lets you make annual tax-deductible
  contributions of up to 15% of the first $160,000 of compensation for you and
  any eligible employees.

                                       13

<PAGE>

- OTHER RETIREMENT PLANS.  You may also use the Fund for Keogh, profit sharing
  and money purchase plans, 403(b) plans and 401(k) plans.  The plan trustee
  must establish the appropriate account; the Fund does not offer prototype
  plans.

This is just a summary of the types of retirement accounts available.  When we
send your retirement-account application, we will include an IRA Disclosure
Statement.  It contains more detailed information about the requirements for
specific retirement accounts, including a summary of the custodian fees which
you may incur for account set-up and maintenance.

FOR MORE INFORMATION ABOUT THE TAX ADVANTAGES AND CONSEQUENCES OF THESE VARIOUS
IRAS AND RETIREMENT PLAN ACCOUNTS, PLEASE CONSULT YOUR TAX ADVISOR.

SHAREHOLDER & ACCOUNT PROCEDURES
--------------------------------------------------------------------------------
STATEMENTS AND REPORTS
As a Fund investor, you will receive:

- Confirmation statements - after every transaction in your account or change
  in your account registration.

- Quarterly account statements.

- Annual and semi-annual reports with financial statements.

- Year-end tax statements.

We suggest you keep each quarterly and year-end account statement with your
other important financial papers.  You may need them for tax purposes.

If you need copies of statements, call 800.344.1770 or visit our website at
WWW.ARTISANFUNDS.COM.  Copies of this year's or last year's statements are free
of charge; for earlier years, there is a $10 processing fee.

We reduce the number of duplicate prospectuses, annual and semi-annual reports
you receive by sending only one copy of each to those addresses shared by two or
more accounts.  Call us at 800.344.1770 to request individual copies of these
documents.  We will begin sending individual copies thirty days after receiving
your request.

                                       14

<PAGE>

WEBSITE (WWW.ARTISANFUNDS.COM)

Our website at WWW.ARTISANFUNDS.COM is a good source of information on the Fund.
You can obtain a prospectus, an application or other important forms, as well as
periodic reports and updates on the Fund.

SHARE PRICE

The Fund is open for business every day the New York Stock Exchange ("NYSE") is
open.  Shares will not be priced on days when the NYSE is closed.  The Fund buys
and sells its shares each day, at the net asset value per share.

The Fund's NET ASSET VALUE PER SHARE is the value of a single share.  It is
computed by totaling the Fund's investments, cash, and other assets, subtracting
its liabilities, then dividing the result by the number of shares outstanding.
The net asset value is computed daily at the NYSE closing time - usually 3:00
p.m. Central Time, but sometimes earlier.

Fund securities and assets are valued chiefly by quotations from the primary
market in which they are traded.  If quotations are not readily available, they
are valued by a method that the board of directors believes reflects a fair
value.

The Fund may hold foreign securities to a limited extent.  Values of foreign
securities are translated from local currencies into U.S. dollars using
current exchange rates.  To the extent the Fund holds foreign securities -
traded primarily on foreign exchanges - the price of the Fund's shares may
change on days when the Fund is not open for purchase or sale.

PURCHASES

- Your purchases must be in U.S. dollars, and your checks must be drawn on U.S.
  banks.

- The Fund does not accept cash, credit cards, third-party or starter checks.

- If your check or telephone purchase order does not clear, your purchase will
  be cancelled.  You also will be liable for any resulting losses or fees the
  Fund or its transfer agent incurs.

- The price you pay for shares is the net asset value per share next calculated
  after your investment is received.  An order is considered received when the
  Fund or its authorized

15

<PAGE>

  agent receives and accepts an application or appropriate instruction along
  with the intended investment if applicable.

- The Fund may reject any purchase order it deems inappropriate - for example,
  one that appears so large that it would disrupt management of the Fund, or an
  order from someone ineligible to invest.

- A holiday, weekend or other interruption can affect the normal processing of
  an investment.  Thus, in the Automatic Investment Plan (AIP), your
  monthly investment may be transferred from your bank to your account either
  earlier or later than the date you selected.  The Fund will not be
  responsible for non-sufficient funds fees.  If your AIP does not clear, your
  purchase will be cancelled.  You will also be liable for any resulting losses
  or fees the Fund or its transfer agent incurs.

- The Fund may immediately terminate your ability to make automatic investments
  and telephone purchases if an item is not paid by your financial institution.

MINIMUM BALANCES

It is very expensive for the Fund to maintain small accounts, and that cost is
borne by all the Fund's investors.  For this reason, the Fund reserves the right
to close your account if its value falls below $500.  However, before closing a
small account, the Fund would notify you and give you at least 30 days to bring
your account's value up to the minimum.

If you discontinue an Automatic Investment Plan before your account reaches
$1,000, that account may also be closed.

If you participate in systematic withdrawal and your account has insufficient
funds to meet a withdrawal, the amount remaining will be completely redeemed.

AUTHORIZED AGENTS

The Fund may authorize certain financial services companies, broker-dealers or
other authorized agents to accept share purchase and redemption orders on the
Fund's behalf.  If you buy shares through an authorized agent, you will pay the
Fund's net asset value per share plus any transaction charge imposed by the
agent.

                                     16

<PAGE>

Some authorized agents do not charge investors a direct transaction fee, but
instead charge a fee for accounting and shareholder services that it provides to
the Fund on your behalf.  This fee may be a percentage - currently up to 0.35% -
of the annual average value of accounts for which the authorized agent provides
services.  The Fund's portion of its fee does not exceed what it would normally
pay if your shares were registered directly with its own transfer agent.
Artisan Partners pays the balance of the fee.

REDEMPTION

- Normally, redemption proceeds will be mailed to you within seven days after
  receipt and acceptance of your redemption request.

- If you have recently made a purchase, the Fund may withhold redemption
  proceeds until it is reasonably satisfied that it has received payment.  This
  confirmation process can take up to fifteen days.

- If you make a telephone redemption, the Fund will send payment in one of
  three ways:  (i) by mail; (ii) by Electronic Funds Transfer (EFT) to a pre-
  authorized bank account; or (iii) to your bank account by wire transfer, the
  cost of which (currently $5.00) will be deducted from the payment.  Your bank
  also may impose a fee for the incoming wire or incoming EFT.  Payment by EFT
  will usually arrive at your bank two banking days after your call.  Payment
  by wire is usually credited to your bank account on the next business day
  after your call.

- Redemptions may be suspended or payment dates postponed on days when, other
  than weekends or holidays, the NYSE is closed, its trading is restricted or
  as permitted by the Securities and Exchange Commission (SEC).

- If you place a redemption order through an authorized agent, your redemption
  proceeds will reflect the net asset value per share next computed after the
  agent's receipt of your order, less any redemption fees imposed by the agent.

If the Fund sends you a check - for a redemption, systematic withdrawal payment
or cash distribution - that is returned "undeliverable" or remains uncashed for
six months, the Fund will cancel the check and reinvest the proceeds in the Fund
at the net asset value per share on the date of cancellation.  And, if
applicable, the Fund will (a) cancel your systematic withdrawal

                                       17

<PAGE>

payments, honoring withdrawals only by request and (b) automatically reinvest
your future dividends and capital gains, even if you had elected cash payment.

The Fund intends to pay all redemptions in cash.  During any 90-day period for
any one shareholder, the Fund is obligated to redeem shares solely in cash up to
the lesser of $250,000 or 1% of the Fund's net assets.  Redemptions in excess of
these limits may be paid wholly or partly by an in-kind distribution of
securities.

SIGNATURE GUARANTEES

To protect you and the Fund from fraud, the following redemption requests and
account changes must be submitted in writing and include a signature guarantee:

- If you wish to redeem more than $25,000 worth of shares.

- If you add/change your name or add/remove an owner on your account.

- If you add/change the beneficiary on your account.

- If you ask that a check be mailed to an address other than the one on your
  account.

- If you ask that a check be made payable to someone other than the account
  owner.

- If you wish to add the telephone redemption option to your existing account.

- If you wish to transfer the ownership of your account.

- If you have changed the address on your account by phone within the last 60
  days.

You should be able to obtain a signature guarantee from a bank, broker-dealer,
securities exchange or association, clearing agency, savings association or
credit union if authorized under state law.  A NOTARY PUBLIC CANNOT PROVIDE A
SIGNATURE GUARANTEE.

EACH OWNER'S SIGNATURE MUST BE GUARANTEED SEPARATELY.  FOR EXAMPLE, A JOINT
ACCOUNT WITH TWO OWNERS WOULD REQUIRE TWO SIGNATURE GUARANTEES.

ACCOUNT REGISTRATION
If you wish to change the address on your account, call us at 800.344.1770.  The
Fund will send a written confirmation of the change to both your old and new
addresses.

                                       18

<PAGE>

We prefer that a change of address request be submitted in writing with a
signature guarantee.  If you make your request by phone, we will not honor a
telephone redemption for the following 60 days.  During that period, we will
require written redemption requests with signature guarantees.

TELEPHONE TRANSACTIONS
You may perform many transactions - including exchanges, purchases and
redemptions - by telephone.

You may place telephone trades only during the hours that the NYSE is open for
business (generally weekdays between 7:00 a.m. and 3:00 p.m. Central Time).

To prevent unauthorized transactions in your account, the Fund will take
precautions designed to verify the identity of every caller.  It may record a
call, request more information and send written confirmation of telephone
transactions.  The Fund will not be responsible for any loss resulting from an
unauthorized transaction initiated by telephone if it or its transfer agent
follows reasonable procedures designed to verify the identity of the caller.

You should verify the accuracy of each telephone transaction as soon as you
receive your confirmation statement.

TELEPHONE EXCHANGE PLAN
This plan permits you to transfer investments among the Artisan Funds.  Each
exchange between accounts must be at least $1,000.  The price of shares
exchanged is determined at the end of that day's trading session.

Please note:  An exchange is a sale and may have tax consequences for you.


TELEPHONE EXCHANGE PLAN RESTRICTIONS:

- If you wish to exchange between Funds, be sure both accounts are registered
  in the same name, with the same address and taxpayer identification number.

- You may open a Fund account by telephone exchange from another Artisan Fund
  account only if you previously chose the telephone transaction option for the
  Fund from which you want to make the exchange.

- If your account is subject to backup withholding, you may not use the
  telephone exchange plan.

                                       19

<PAGE>

- Excessive trading can hurt both performance and shareholders.  Thus, if you
  make excessive use of the telephone exchange plan, the Fund may terminate
  your access to the plan or limit the number of transfers you can make in a
  calendar year.

- The Fund reserves the right to terminate or modify the telephone exchange
  plan at any time.  If the Fund finds it necessary to do either, it will try
  to notify you in advance.

DIVIDENDS, CAPITAL GAINS & TAXES

--------------------------------------------------------------------------------
As a shareholder in the Fund, you are entitled to your share of its net income
and any gains realized on its investments.  The Fund intends to distribute
substantially all of its net income and net realized capital gains to investors
at least annually.

DISTRIBUTION OPTIONS

When you open an account, specify on your application how you want to receive
your distributions.  If you later want to change, you may either submit a
written request or call us at 800.344.1770.

The Fund offers three options:

REINVESTMENT OPTION.  Your dividends and capital gain distributions will be
reinvested in additional shares of the Fund.  If you do not indicate a choice on
your application, we will automatically reinvest your distributions.

INCOME-ONLY OPTION.  We will automatically reinvest your capital gain
distributions, but send you a check for dividends.

CASH OPTION.  We will send you a check for all distributions.

In IRA accounts, all distributions are automatically reinvested.  Otherwise,
they could be subject to income tax and penalties.  After you are 59 1/2, you
may request payment of distributions in cash, although these too might be
subject to income tax.

When you reinvest, the reinvestment price is the Fund's net asset value per
share at the close of business on the reinvestment date.  The mailing of
distribution checks will usually begin on the payment date.

                                       20

<PAGE>



TAXES

As you should with any investment, consider how the return on your investment in
the Fund will be taxed.  If your investment is a tax-deferred account - an IRA,
for example - the following tax discussion does not apply.

TAXES ON DISTRIBUTIONS.  Distributions are subject to federal income tax, and
may be subject to state or local taxes.  If you are a U.S. citizen residing
outside the United States, your distributions also may be taxed by the country
in which you reside.

Your distributions are taxable when they are paid, whether you take them in cash
or reinvest them in additional shares.  However, distributions declared in
October, November or December and paid in January are taxable as if you received
them on December 31.

For federal tax purposes, the Fund's income and short-term capital gain
distributions are taxed as dividends, long-term capital gain distributions are
taxed as long-term capital gains.  The character of a capital gain depends on
the length of time that the Fund held the asset it sold.

Given its objectives and strategies, the Fund will chiefly produce capital gains
distributions, as opposed to current income.  Every January, the Fund will send
you and the IRS a statement-called Form 1099 - showing the amount of every
taxable distribution you received in the previous calendar year.

TAXES ON TRANSACTIONS.  When you redeem shares, you will experience a capital
gain or loss if there is a difference between the cost of your shares and the
price you receive when you sell them.  You may be subject to tax.

Whenever you sell shares of the Fund, you will receive a confirmation statement
showing how many shares you sold and at what price.  You also will receive a
year-end statement every January that reports, among other things, your average
cost basis of the shares you sold.  This will allow you or your tax preparer to
determine the tax consequences of each redemption.  However, be sure to keep
your regular account statements; their information will be essential in
verifying the amount of your capital gains or losses.

To invest, you must be a U.S. resident with a Social Security or taxpayer
identification number.  When you sign your account application, you must certify
that your Social Security or taxpayer identification number is correct and that
you are not subject to backup withholding for failing to

                                       21

<PAGE>

report income to the IRS.  If you fail to comply with this procedure, the IRS
can require the Fund to withhold 31% of your taxable distributions and
redemptions.

                                       22

<PAGE>

For more detail on the Fund, you may request the Statement of Additional
Information (the SAI), which is incorporated herein by reference.

For a free copy of the SAI, call 800.344.1770.  Also call this number if you
have a question or would like to receive other information about the Fund.  You
may also obtain copies of or view the SAI and other information about the Fund
on Artisan Funds' website at WWW.ARTISANFUNDS.COM.

Text-only versions of the Fund's documents can be viewed online or
downloaded from the EDGAR Database on the SEC's Internet web site at
www.sec.gov.  You may also review and copy those documents by visiting the SEC's
Public Reference Room in Washington, D.C.  Information on the operation of the
Public Reference Room may be obtained by calling the SEC at 202-942-8090.  In
addition, copies may be obtained, after mailing the appropriate duplicating fee,
by writing to the SEC's Public Reference Section, 450 5th Street, N.W.,
Washington, D.C.  20549-0102 or by e-mail request at [email protected].


811-8932

                              (LOGO) ARTISAN FUNDS

                      INVESTMENT MANAGEMENT PRACTICED WITH
                     INTELLIGENCE AND DISCIPLINE IS AN ART.

                                       23

<PAGE>

The information in this Statement of Additional Information is not complete and
may be changed. We may not sell these securities until the registration
statement filed with the Securities Exchange Commission is effective. This
Statement of Additional Information is not an offer to sell these securities
and is not soliciting an offer to buy these securities in any state where the
offer or sale is not permitted.

                              ARTISAN FUNDS, INC.

                           ARTISAN MID CAP VALUE FUND

                      1000 North Water Street, Suite 1770
                           Milwaukee, Wisconsin 53202
                        (414) 390-6100   (800) 344-1770

                      STATEMENT OF ADDITIONAL INFORMATION
                               February ____, 2001

--------------------------------------------------------------------------------
     Artisan Mid Cap Value Fund (the "Fund") is a series of Artisan Funds, Inc.
("Artisan Funds").  This Statement of Additional Information is not a
prospectus.  It should be read in conjunction with the prospectus of the Fund
dated February ______, 2001 and any supplement to that prospectus.  A copy of
the prospectus can be obtained without charge by calling (800) 344-1770, by
writing to Artisan Funds, or by accessing the Artisan Funds website at
WWW.ARTISANFUNDS.COM.

                               TABLE OF CONTENTS
                                                                       Page
                                                                       ----
Information about the Fund and Artisan....................................3
Investment Objective and Policies.........................................3
Investment Techniques and Risks...........................................4
Investment Restrictions..................................................17
Performance Information..................................................19
Organization.............................................................23
Directors and Officers...................................................24
Investment Advisory Services.............................................27
Code of Ethics...........................................................28
Distributor..............................................................28
Portfolio Transactions...................................................29
Purchasing and Redeeming Shares..........................................30
Additional Tax Information...............................................31
Custodian and Transfer Agent.............................................32

<PAGE>

Independent Accountants..................................................32
Appendix - Description of Bond Ratings...................................33

                                      B-2

<PAGE>

                INFORMATION ABOUT THE FUND AND ARTISAN PARTNERS

     The Fund is a series of Artisan Funds, Inc. ("Artisan Funds").  Artisan
Partners Limited Partnership ("Artisan Partners") provides investment advisory
services to the Fund.

     Artisan Funds strives to offer distinctive, high-value-added investment
opportunities.  Artisan Funds is not a "family" of indistinguishable products
devised by marketers in a financial services conglomerate.  Rather, Artisan
Partners is a small partnership of investment professionals, focused on a
limited number of distinct investment strategies, each of which is offered as a
series of Artisan Funds.  The portfolio manager of the Fund is a specialist in
his or her market, with an investment process created and refined through years
of experience - an artisan.  At Artisan Funds, we believe that experienced,
active managers investing in inefficient markets can produce superior returns
over time.  The Artisan Funds are intended for long-term investors who share
that belief.

     The discussion below supplements the description in the prospectus of the
Fund's investment objectives, policies and restrictions.

                       INVESTMENT OBJECTIVE AND POLICIES

     The Fund seeks long-term capital growth by investing at least 65% of its
total assets in the common stocks of medium-sized U.S. companies.  Medium-sized
companies are those whose market capitalizations fall within the range of
companies in the S&P MidCap 400 Index (the "MidCap Index").  As of October 31,
2000, the MidCap Index included companies with capitalizations between
approximately $128 million and $14.4 billion.  The market capitalization range
in which the Fund invests will change as the range of the companies included in
the MidCap Index changes.

     The Fund purchases a stock only at a price Artisan Partners, the adviser to
the Fund, considers below the value of the business as determined by Artisan
Partners, and only if Artisan Partners thinks the company has good management
and a competitive advantage that has not been recognized by the market.  In
looking for companies that may provide attractive values, Artisan Partners does
its own fundamental research.  Artisan Partners emphasizes economic cash flow as
a measure of value - whether a company generates more cash flow than is required
by the providers of its capital.

     Under ordinary circumstances, the Fund is fully invested in common stocks.
At times, however, Artisan Partners may determine that market or economic
conditions warrant a temporary defensive position.  During those periods, the
Fund's assets may not be invested in accordance with its strategy and the Fund
may not achieve its investment objective.  In this case, the Fund may hold up to
100% of its assets in cash, cash equivalents, or short-term government or
corporate obligations.

     The Fund may engage in active and frequent trading to achieve its
principal investment strategies.  A higher rate of portfolio turnover results in
increased transaction expenses, the realization of capital gains or losses and
may reduce performance.

                                      B-3

<PAGE>

     The Fund invests primarily in equity securities, including common and
preferred stocks, warrants or other similar rights, and convertible securities.
The Fund may from time to time have significant portions of its portfolio
invested in foreign securities.  The Fund also may invest in any other type of
security, including debt securities.

     The Fund's investment objective may be changed by the board of directors
without the approval of a "majority of the outstanding voting securities" (as
defined in the Investment Company Act of 1940) of the Fund.  However, investors
in the Fund will receive at least 30 days' prior written notice of any change in
the Fund's investment objective.

                        INVESTMENT TECHNIQUES AND RISKS

Foreign Securities

     The Fund may invest up to 25% of its total assets in foreign securities
(including American Depository Receipts ("ADRs") European Depositary Receipts
("EDRs"), Global Depositary Receipts ("GDRs"), or other securities representing
underlying shares of foreign issuers), which may entail a greater degree of risk
(including risks relating to exchange rate fluctuations, tax provisions, or
expropriation of assets) than does investment in securities of domestic issuers.
ADRs are receipts typically issued by an American bank or trust company
evidencing ownership of the underlying securities.  EDRs are European receipts
evidencing a similar arrangement.  GDRs are receipts that may trade in U.S. or
non-U.S. markets.  The Fund may invest in sponsored or unsponsored ADRs, EDRs or
GDRs.  In the case of an unsponsored depositary receipt, the Fund is likely to
bear its proportionate share of the expenses of the depository and it may have
greater difficulty in receiving shareholder communications than it would have
with a sponsored depositary receipt.  The Fund does not intend to invest more
than 5% of its net assets in unsponsored depositary receipts.

     With respect to portfolio securities that are issued by foreign issuers or
denominated in foreign currencies, the Fund's investment performance is affected
by the strength or weakness of the U.S. dollar against these currencies.  For
example, if the dollar falls in value relative to the Japanese yen, the dollar
value of a yen-denominated stock held in the portfolio will rise even though the
price of the stock remains unchanged.  Conversely, if the dollar rises in value
relative to the yen, the dollar value of the yen-denominated stock will fall.
(See discussion of transaction hedging and portfolio hedging under "Managing
Investment Exposure.")

     Investors should understand and consider carefully the risks involved in
foreign investing.  Investing in foreign securities, positions in which are
generally denominated in foreign currencies, and utilization of forward foreign
currency exchange contracts involve certain considerations comprising both risks
and opportunities not typically associated with investing in U.S. securities.
These considerations include:  fluctuations in exchange rates of foreign
currencies; possible imposition of exchange control regulation or currency
restrictions that would prevent cash from being brought back to the United
States; less public information with respect to issuers of securities; less
governmental supervision of stock exchanges, securities brokers, and issuers of
securities; lack of uniform accounting, auditing, and financial reporting
standards; lack of uniform settlement periods and trading practices; less
liquidity and frequently greater price volatility in foreign markets than in the
United States; possible imposition of foreign taxes;

                                      B-4

<PAGE>

possible investment in securities of companies in developing as well as
developed countries; and sometimes less advantageous legal, operational, and
financial protections applicable to foreign sub-custodial arrangements.

     Although the Fund will try to invest in companies and governments of
countries having stable political environments, there is the possibility of
expropriation or confiscatory taxation, seizure or nationalization of foreign
bank deposits or other assets, establishment of exchange controls, the adoption
of foreign government restrictions, or other adverse political, social or
diplomatic developments that could affect investment in these nations.

Debt Securities

     In pursuing its investment objective, the Fund may invest in debt
securities of corporate and governmental issuers.  The risks inherent in debt
securities depend primarily on the term and quality of the obligations in the
Fund's portfolio as well as on market conditions.  A decline in the prevailing
levels of interest rates generally increases the value of debt securities, while
an increase in rates usually reduces the value of those securities.

     Investments in debt securities by the Fund may be in those that are within
the four highest ratings categories of Standard & Poor's Corporation ("S&P") or
Moody's Investors Services, Inc. ("Moody's") (generally referred to as
"investment grade") or, if unrated, deemed to be of comparable quality by
Artisan Partners.  The Fund may invest up to 35% of its net assets in debt
securities that are rated below investment grade (i.e., securities rated BBB or
lower by S&P or Ba or lower by Moody's, commonly called "junk bonds").  However,
the Fund currently does not intend to invest more than 5% of its net assets in
debt securities rated below investment grade.

     Debt securities in the fourth highest grade may possess speculative
characteristics, and changes in economic conditions are more likely to affect
the issuer's capacity to pay interest and repay principal.  If the rating of a
security held by the Fund is lost or reduced below investment grade, the Fund is
not required to dispose of the security, but Artisan Partners will consider that
fact in determining whether the Fund should continue to hold the security.

     Securities that are rated below investment grade are considered
predominantly speculative with respect to the issuer's capacity to pay interest
and repay principal according to the terms of the obligation and therefore carry
greater investment risk, including the possibility of issuer default and
bankruptcy.

Defensive Investments

     The Fund intends to be substantially fully invested in equity securities in
ordinary circumstances, although the Fund may invest without limit in corporate
or government obligations or hold cash or cash equivalents if Artisan Partners
determines that a temporary defensive position is advisable.  During those
periods, the Fund's assets may not be invested in accordance with its strategy
and the Fund may not achieve its investment objective.

                                      B-5

<PAGE>

Convertible Securities

     Convertible securities include any corporate debt security or preferred
stock that may be converted into underlying shares of common stock.  The common
stock underlying convertible securities may be issued by a different entity than
the issuer of the convertible securities.  Convertible securities entitle the
holder to receive interest payments paid on corporate debt securities or the
dividend preference on a preferred stock until such time as the convertible
security matures or is redeemed or until the holder elects to exercise the
conversion privilege.

     The value of convertible securities is influenced by both the yield of non-
convertible securities of comparable issuers and by the value of a convertible
security viewed without regard to its conversion feature (i.e., strictly on the
basis of its yield).  The estimated price at which a convertible security would
be valued by the marketplace if it had no conversion feature is sometimes
referred to as its "investment value." The investment value of the convertible
security will typically fluctuate inversely with changes in prevailing interest
rates.  However, at the same time, the convertible security will be influenced
by its "conversion value," which is the market value of the underlying common
stock that would be obtained if the convertible security were converted.
Conversion value fluctuates directly with the price of the underlying common
stock.

     By investing in convertible securities, the Fund obtains the right to
benefit from the capital appreciation potential in the underlying stock upon
exercise of the conversion right, while earning higher current income than would
be available if the stock were purchased directly.  In determining whether to
purchase a convertible security, Artisan Partners will consider the same
criteria that would be considered in purchasing the underlying stock.  Although
convertible securities purchased by the Fund are frequently rated investment
grade, the Fund also may purchase unrated securities or securities rated below
investment grade if the securities meet Artisan Partners' other investment
criteria.  Convertible securities rated below investment grade (a) tend to be
more sensitive to interest rate and economic changes, (b) may be obligations of
issuers which are less creditworthy than issuers of higher quality convertible
securities, and (c) may be more thinly traded due to such securities being less
well known to investors than either common stock or conventional debt
securities.  As a result, Artisan Partners' own investment research and analysis
tends to be more important in the purchase of such securities than other
factors.

Managing Investment Exposure

     The Fund may use various techniques to increase or decrease its exposure to
the effects of possible changes in security prices, currency exchange rates or
other factors that affect the value of its portfolio.  These techniques include
buying and selling options, futures contracts, or options on futures contracts,
or entering into currency exchange contracts.

     These techniques are used by Artisan Partners to adjust the risk and return
characteristics of the Fund's portfolio.  If Artisan Partners judges market
conditions incorrectly or employs a strategy that does not correlate well with
the Fund's investments, or if the counterparty to the transaction does not
perform as promised, the transaction could result in a loss.  Use of these
techniques may increase the volatility of the Fund and may involve a small
investment of cash

                                      B-6

<PAGE>

relative to the magnitude of the risk assumed.  These techniques are used by the
Fund for hedging, risk management or portfolio management purposes and not for
speculation.

     Currency Exchange Transactions.  Currency exchange transactions may be
conducted either on a spot (i.e., cash) basis at the spot rate for purchasing or
selling currency prevailing in the foreign exchange market or through forward
currency exchange contracts ("forward contracts").  Forward contracts are
contractual agreements to purchase or sell a specified currency at a specified
future date (or within a specified time period) and at a price set at the time
of the contract.  Forward contracts are usually entered into with banks and
broker-dealers, are not exchange traded, and are usually for less than one year,
but may be renewed.

     Forward currency transactions may involve currencies of the different
countries in which the Fund may invest, and serve as hedges against possible
variations in the exchange rate between these currencies.  Currency transactions
are limited to transaction hedging and portfolio hedging involving either
specific transactions or portfolio positions.  Transaction hedging is the
purchase or sale of forward contracts with respect to specific receivables or
payables of the Fund accruing in connection with the purchase and sale of its
portfolio securities or income receivables.  Portfolio hedging is the use of
forward contracts with respect to portfolio security positions denominated or
quoted in a particular currency.  Portfolio hedging allows the Fund to limit or
reduce exposure in a foreign currency by entering into a forward contract to
sell or buy such foreign currency (or another foreign currency that acts as a
proxy for that currency) so that the U.S. dollar value of certain underlying
foreign portfolio securities can be approximately matched by an equivalent U.S.
dollar liability.  The Fund may not engage in portfolio hedging with respect to
the currency of a particular country to an extent greater than the aggregate
market value (at the time of making such sale) of the securities held in its
portfolio denominated or quoted in that particular currency, except that the
Fund may hedge all or part of its foreign currency exposure through the use of a
basket of currencies or a proxy currency where such currencies or currency act
as an effective proxy for other currencies.  In such a case, the Fund may enter
into a forward contract where the amount of the foreign currency to be sold
exceeds the value of the securities denominated in such currency.  The use of
this basket hedging technique may be more efficient and economical than entering
into separate forward contracts for each currency held in the Fund's portfolio.
The Fund may not engage in "speculative" currency exchange transactions.

     At the maturity of a forward contract to deliver a particular currency, the
Fund may either sell the portfolio security related to such contract and make
delivery of the currency, or it may retain the security and either acquire the
currency on the spot market or terminate its contractual obligation to deliver
the currency by purchasing an offsetting contract with the same currency trader
obligating it to purchase on the same maturity date the same amount of the
currency.

     It is impossible to forecast with absolute precision the market value of
portfolio securities at the expiration of a forward contract.  Accordingly, it
may be necessary for the Fund to purchase additional currency on the spot market
(and bear the expense of such purchase) if the market value of the security is
less than the amount of currency the Fund is obligated to deliver and if a
decision is made to sell the security and make delivery of the currency.
Conversely, it may be necessary to sell on the spot market some of the currency
received upon the sale of the

                                      B-7

<PAGE>

portfolio security if its market value exceeds the amount of currency the Fund
is obligated to deliver.

     If the Fund retains the portfolio security and engages in an offsetting
transaction, the Fund will incur a gain or a loss to the extent that there has
been movement in forward contract prices.  If the Fund engages in an offsetting
transaction, it may subsequently enter into a new forward contract to sell the
currency.  Should forward prices decline during the period between the Fund's
entering into a forward contract for the sale of a currency and the date it
enters into an offsetting contract for the purchase of the currency, the Fund
will realize a gain to the extent the price of the currency it has agreed to
sell exceeds the price of the currency it has agreed to purchase.  Should
forward prices increase, the Fund will suffer a loss to the extent the price of
the currency it has agreed to purchase exceeds the price of the currency it has
agreed to sell.  A default on the contract would deprive the Fund of unrealized
profits or force the Fund to cover its commitments for purchase or sale of
currency, if any, at the current market price.

     Hedging against a decline in the value of a currency does not eliminate
fluctuations in the prices of portfolio securities or prevent losses if the
prices of such securities decline.  Such transactions also preclude the
opportunity for gain if the value of the hedged currency should rise.  Moreover,
it may not be possible for the Fund to hedge against a devaluation that is so
generally anticipated that the Fund is not able to contract to sell the currency
at a price above the devaluation level it anticipates.  The cost to the Fund of
engaging in currency exchange transactions varies with such factors as the
currency involved, the length of the contract period, and prevailing market
conditions.  Because currency exchange transactions are usually conducted on a
principal basis, no fees or commissions are involved.

     Options on Securities and Indexes.  The Fund may purchase and write (sell)
put options and call options on securities, indexes or foreign currencies in
standardized contracts traded on recognized securities exchanges, boards of
trade, or similar entities, or quoted on the Nasdaq stock market.  The Fund may
purchase agreements, sometimes called cash puts, that may accompany the purchase
of a new issue of bonds from a dealer.

     An option on a security (or index) is a contract that gives the purchaser
(holder) of the option, in return for a premium, the right to buy from (call) or
sell to (put) the seller (writer) of the option the security underlying the
option (or the cash value of the index) at a specified exercise price at any
time during the term of the option (normally not exceeding nine months).  The
writer of an option on an individual security or on a foreign currency has the
obligation upon exercise of the option to deliver the underlying security or
foreign currency upon payment of the exercise price or to pay the exercise price
upon delivery of the underlying security or foreign currency.  Upon exercise,
the writer of an option on an index is obligated to pay the difference between
the cash value of the index and the exercise price multiplied by the specified
multiplier for the index option.  (An index is designed to reflect specified
facets of a particular financial or securities market, a specific group of
financial instruments or securities, or certain economic indicators.)

                                      B-8

<PAGE>

     The Fund will write call options and put options only if they are
"covered." For example, in the case of a call option on a security, the option
is "covered" if the Fund owns the security underlying the call or has an
absolute and immediate right to acquire that security without additional cash
consideration (or, if additional cash consideration is required, cash or cash
equivalents in such amount are held in a segregated account by its custodian)
upon conversion or exchange of other securities held in its portfolio.

     If an option written by the Fund expires, the Fund realizes a capital gain
equal to the premium received at the time the option was written.  If an option
purchased by the Fund expires, the Fund realizes a capital loss equal to the
premium paid.

     Prior to the earlier of exercise or expiration, an option may be closed out
by an offsetting purchase or sale of an option of the same series (type,
exchange, underlying security or index, exercise price, and expiration).  There
can be no assurance, however, that a closing purchase or sale transaction can be
effected when the Fund desires.

     The Fund will realize a capital gain from a closing purchase transaction if
the cost of the closing option is less than the premium received from writing
the option, or, if it is more, the Fund will realize a capital loss.  If the
premium received from a closing sale transaction is more than the premium paid
to purchase the option, the Fund will realize a capital gain or, if it is less,
the Fund will realize a capital loss.  The principal factors affecting the
market value of a put or a call option include supply and demand, interest
rates, the current market price of the underlying security or index in relation
to the exercise price of the option, the volatility of the underlying security
or index, and the time remaining until the expiration date.

     A put or call option purchased by the Fund is an asset of the Fund, valued
initially at the premium paid for the option.  The premium received for an
option written by the Fund is recorded as a deferred credit.  The value of an
option purchased or written is marked-to-market daily and is valued at the
closing price on the exchange on which it is traded or, if not traded on an
exchange or no closing price is available, at the mean between the last bid and
asked prices.

     Risks Associated with Options on Securities and Indexes.  There are several
risks associated with transactions in options.  For example, there are
significant differences between the securities markets, the currency markets,
and the options markets that could result in an imperfect correlation between
these markets, causing a given transaction not to achieve its objectives.  A
decision as to whether, when and how to use options involves the exercise of
skill and judgment, and even a well-conceived transaction may be unsuccessful to
some degree because of market behavior or unexpected events.

     There can be no assurance that a liquid market will exist when the Fund
seeks to close out an option position.  If the Fund was unable to close out an
option that it had purchased on a security, it would have to exercise the option
in order to realize any profit or the option would expire and become worthless.
If the Fund were unable to close out a covered call option that it had written
on a security, it would not be able to sell the underlying security until the
option expired.  As the writer of a covered call option on a security, the Fund
foregoes, during the option's life, the opportunity to profit from increases in
the market value of the security covering the call option above the sum of the
premium and the exercise price of the call.

                                      B-9

<PAGE>

     If trading were suspended in an option purchased or written by the Fund,
the Fund would not be able to close out the option.  If restrictions on exercise
were imposed, the Fund might be unable to exercise an option it has purchased.

     Futures Contracts and Options on Futures Contracts.  The Fund may use
interest rate futures contracts, index futures contracts, and foreign currency
futures contracts.  An interest rate, index or foreign currency futures contract
provides for the future sale by one party and purchase by another party of a
specified quantity of a financial instrument or the cash value of an index<F1>
at a specified price and time.  A public market exists in futures contracts
covering a number of indexes (including, but not limited to:  the Standard &
Poor's 500 Index, the Value Line Composite Index, the Russell 2000 Index and the
New York Stock Exchange Composite Index) as well as financial instruments
(including, but not limited to:  U.S. Treasury bonds, U.S. Treasury notes,
Eurodollar certificates of deposit, and foreign currencies).  Other index and
financial instrument futures contracts are available and it is expected that
additional futures contracts will be developed and traded.

     The Fund may purchase and write call and put futures options.  Futures
options possess many of the same characteristics as options on securities,
indexes and foreign currencies (discussed above).  A futures option gives the
holder the right, in return for the premium paid, to assume a long position
(call) or short position (put) in a futures contract at a specified exercise
price at any time during the period of the option.  Upon exercise of a call
option, the holder acquires a long position in the futures contract and the
writer is assigned the opposite short position.  In the case of a put option,
the opposite is true.  The Fund might, for example, use futures contracts to
hedge against or gain exposure to fluctuations in the general level of stock
prices, anticipated changes in interest rates or currency fluctuations that
might adversely affect either the value of the Fund's securities or the price of
the securities that the Fund intends to purchase.  Although other techniques
could be used to reduce or increase the Fund's exposure to stock price, interest
rate and currency fluctuations, the Fund may be able to achieve its exposure
more effectively and perhaps at a lower cost by using futures contracts and
futures options.

     The Fund will only enter into futures contracts and futures options that
are standardized and traded on an exchange, board of trade, or similar entity,
or quoted on an automated quotation system.

     The success of any futures transaction depends on Artisan Partners
correctly predicting changes in the level and direction of stock prices,
interest rates, currency exchange rates and other factors.  Should those
predictions be incorrect, the Fund's return might have been better had the
transaction not been attempted; however, in the absence of the ability to use
futures contracts, Artisan Partners might have taken portfolio actions in
anticipation of the same market movements with similar investment results but,
presumably, at greater transaction costs.

----------------------------

<F1> A futures contract on an index is an agreement pursuant to which two
     parties agree to take or make delivery of an amount of cash equal to the
     difference between the value of the index at the close of the last trading
     day of the contract and the price at which the index contract was
     originally written. Although the value of a securities index is a function
     of the value of certain specified securities, no physical delivery of
     those securities is made.

                                      B-10

<PAGE>

     When a purchase or sale of a futures contract is made by the Fund, the Fund
is required to deposit with its custodian or broker a specified amount of cash
or U.S. Government securities or other securities acceptable to the broker
("initial margin").  The margin required for a futures contract is generally set
by the exchange on which the contract is traded, although the margin requirement
may be modified during the term of the contract and the Fund's broker may
require margin deposits in excess of the minimum required by the exchange.  The
initial margin is in the nature of a performance bond or good faith deposit on
the futures contract, which is returned to the Fund upon termination of the
contract, assuming all contractual obligations have been satisfied.  The Fund
expects to earn interest income on its initial margin deposits.  A futures
contract held by the Fund is valued daily at the official settlement price of
the exchange on which it is traded.  Each day the Fund pays or receives cash,
called "variation margin," equal to the daily change in value of the futures
contract.  This process is known as "marking-to-market." Variation margin paid
or received by the Fund does not represent a borrowing or loan by the Fund but
is instead settlement between the Fund and the broker of the amount one would
owe the other if the futures contract had expired at the close of the previous
day.  In computing daily net asset value, the Fund will mark-to-market its open
futures positions.

     The Fund is also required to deposit and maintain margin with respect to
put and call options on futures contracts written by it.  Such margin deposits
will vary depending on the nature of the underlying futures contract (and the
related initial margin requirements), the current market value of the option,
and other futures positions held by the Fund.

     Although some futures contracts call for making or taking delivery of the
underlying securities, usually these obligations are closed out prior to
delivery by offsetting purchases or sales of matching futures contracts (same
exchange, underlying security or index, and delivery month).  If an offsetting
purchase price is less than the original sale price, the Fund engaging in the
transaction realizes a capital gain, or if it is more, the Fund realizes a
capital loss.  Conversely, if an offsetting sale price is more than the original
purchase price, the Fund engaging in the transaction realizes a capital gain, or
if it is less, the Fund realizes a capital loss.  The transaction costs must
also be included in these calculations.

     Risks Associated with Futures.  There are several risks associated with the
use of futures contracts and futures options.  A purchase or sale of a futures
contract may result in losses in excess of the amount invested in the futures
contract.  In trying to increase or reduce market exposure, there can be no
guarantee that there will be a correlation between price movements in the
futures contract and in the portfolio exposure sought.  In addition, there are
significant differences between the securities and futures markets that could
result in an imperfect correlation between the markets, causing a given
transaction not to achieve its objectives.  The degree of imperfection of
correlation depends on circumstances such as:  variations in speculative market
demand for futures, futures options and the related securities, including
technical influences in futures and futures options trading and differences
between the securities market and the securities underlying the standard
contracts available for trading.  For example, in the case of index futures
contracts, the composition of the index, including the issuers and the weighting
of each issue, may differ from the composition of the Fund's portfolio, and, in
the case of interest rate futures contracts, the interest rate levels,
maturities, and creditworthiness of the issues underlying the futures contract
may differ from the financial instruments held in the Fund's portfolio.  A
decision as to whether, when and how to use futures contracts involves the

                                      B-11

<PAGE>

exercise of skill and judgment, and even a well-conceived transaction may be
unsuccessful to some degree because of market behavior or unexpected stock price
or interest rate trends.

     Futures exchanges may limit the amount of fluctuation permitted in certain
futures contract prices during a single trading day.  The daily limit
establishes the maximum amount that the price of a futures contract may vary
either up or down from the previous day's settlement price at the end of the
current trading session.  Once the daily limit has been reached in a futures
contract subject to the limit, no more trades may be made on that day at a price
beyond that limit.  The daily limit governs only price movements during a
particular trading day and therefore does not limit potential losses because the
limit may work to prevent the liquidation of unfavorable positions.  For
example, futures prices have occasionally moved to the daily limit for several
consecutive trading days with little or no trading, thereby preventing prompt
liquidation of positions and subjecting some holders of futures contracts to
substantial losses.  Stock index futures contracts are not normally subject to
such daily price change limitations.

     There can be no assurance that a liquid market will exist at a time when
the Fund seeks to close out a futures or futures option position.  The Fund
would be exposed to possible loss on the position during the interval of
inability to close, and would continue to be required to meet margin
requirements until the position is closed.  In addition, many of the contracts
discussed above are relatively new instruments without a significant trading
history.  As a result, there can be no assurance that an active secondary market
will develop or continue to exist.

     Limitations on Options and Futures.  If other options, futures contracts,
or futures options of types other than those described herein are traded in the
future, the Fund also may use those investment vehicles, provided the board of
directors determines that their use is consistent with the Fund's investment
objective.

     The Fund will not enter into a futures contract or purchase an option
thereon if, immediately thereafter, the initial margin deposits for futures
contracts held by the Fund plus premiums paid by it for open futures option
positions, less the amount by which any such positions are "in-the-money,"<F2>
would exceed 5% of the Fund's total assets.

     When purchasing a futures contract or writing a put option on a futures
contract, the Fund must maintain with its custodian (or broker, if legally
permitted) assets (including any margin) equal to the market value of such
contract.  When writing a call option on a futures contract, the Fund similarly
will maintain with its custodian assets (including any margin) equal to the
amount by which such option is in-the-money until the option expires or is
closed out by the Fund.

     The Fund may not maintain open short positions in futures contracts, call
options written on futures contracts or call options written on indexes if, in
the aggregate, the market value of all such open positions exceeds the current
value of the securities in its portfolio, plus or minus unrealized gains and
losses on the open positions, adjusted for the historical relative volatility of
the relationship between the portfolio and the positions.  For this purpose, to
the extent the Fund

---------------------------------

<F2> A call option is "in-the-money" if the value of the futures contract that
     is the subject of the option exceeds the exercise price. A put option is
     "in-the-money" if the exercise price exceeds the value of the futures
     contract that is the subject of the option.

                                      B-12

<PAGE>

has written call options on specific securities in its portfolio, the value of
those securities will be deducted from the current market value of the
securities portfolio.

     In order to comply with Commodity Futures Trading Commission Regulation 4.5
and thereby avoid being deemed a "commodity pool operator," the Fund will use
commodity futures or commodity options contracts solely for bona fide hedging
purposes within the meaning and intent of Regulation 1.3(z), or, with respect to
positions in commodity futures and commodity options contracts that do not come
within the meaning and intent of Regulation 1.3(z), the aggregate initial margin
and premiums required to establish such positions will not exceed 5% of the fair
market value of the assets of the Fund, after taking into account unrealized
profits and unrealized losses on any such contracts it has entered into (in the
case of an option that is in-the-money at the time of purchase, the in-the-money
amount (as defined in Section 190.01(x) of the Commission Regulations) may be
excluded in computing such 5%).

     Taxation of Options and Futures.  If the Fund exercises a call or put
option that it holds, the premium paid for the option is added to the cost basis
of the security purchased (call) or deducted from the proceeds of the security
sold (put).  For cash settlement options and futures options exercised by the
Fund, the difference between the cash received at exercise and the premium paid
is a capital gain or loss.

     If a call or put option written by the Fund is exercised, the premium is
included in the proceeds of the sale of the underlying security (call) or
reduces the cost basis of the security purchased (put).  For cash settlement
options and futures options written by the Fund, the difference between the cash
paid at exercise and the premium received is a capital gain or loss.

     Entry into a closing purchase transaction will result in capital gain or
loss.  If an option written by the Fund is in-the-money at the time it was
written and the security covering the option was held for more than the long-
term holding period prior to the writing of the option, any loss realized as a
result of a closing purchase transaction will be long-term.  The holding period
of the securities covering an in-the-money option will not include the period of
time the option is outstanding.

     If the Fund writes an equity call option<F3> other than a "qualified
covered call option," as defined in the Internal Revenue Code, any loss on such
option transaction, to the extent it does not exceed the unrealized gains on the
securities covering the option, may be subject to deferral until the securities
covering the option have been sold.

     A futures contract held until delivery results in capital gain or loss
equal to the difference between the price at which the futures contract was
entered into and the settlement price on the earlier of delivery notice date or
expiration date.  If the Fund delivers securities under a futures contract, the
Fund also realizes a capital gain or loss on those securities.

---------------------------------

<F3> An equity option is defined to mean any option to buy or sell stock, and
     any other option the value of which is determined by reference to an index
     of stocks of the type that is ineligible to be traded on a commodity
     futures exchange (e.g., an option contract on a sub-index based on the
     price of nine hotel-casino stocks). The definition of equity option
     excludes options on broad-based stock indexes (such as the Standard &
     Poor's 500 index).

                                      B-13

<PAGE>

     For federal income tax purposes, the Fund generally is required to
recognize for each taxable year its net unrealized gains and losses as of the
end of the year on futures, futures options and non-equity options positions
("year-end mark-to-market").  Generally, any gain or loss recognized with
respect to such positions (either by year-end mark-to-market or by actual
closing of the positions) is considered to be 60% long-term and 40% short-term,
without regard to the holding periods of the contracts.  However, in the case of
positions classified as part of a "mixed straddle," the recognition of losses on
certain positions (including options, futures and futures options positions, the
related securities and certain successor positions thereto) may be deferred to a
later taxable year.  Sale of futures contracts or writing of call options (or
futures call options) or buying put options (or futures put options) that are
intended to hedge against a change in the value of securities held by the Fund
may affect the holding period of the hedged securities.

     If the Fund were to enter into a short index future, short index futures
option or short index option position and the Fund's portfolio were deemed to
"mimic" the performance of the index underlying such contract, the option or
futures contract position and the Fund's stock positions may be deemed to be
positions in a mixed straddle, subject to the above-mentioned loss deferral
rules.

     The Taxpayer Relief Act of 1997 (the "Act") imposed constructive sale
treatment for federal income tax purposes on certain hedging strategies with
respect to appreciated securities.  Under these rules taxpayers will recognize
gain, but not loss, with respect to securities if they enter into short sales or
"offsetting notional principal contracts" (as defined by the Act) with respect
to, or futures or "forward contracts" (as defined by the Act) to deliver, the
same or substantially identical property, or if they enter into such
transactions and then acquire the same or substantially identical property.
Furthermore, the Secretary of the Treasury is authorized to promulgate
regulations that will treat as constructive sales certain transactions that have
substantially the same effect as short sales, offsetting notional principal
contracts, and futures or forward contracts to deliver the same or substantially
similar property.

     In order for the Fund to continue to qualify for federal income tax
treatment as a regulated investment company, at least 90% of its gross income
for a taxable year must be derived from qualifying income; i.e., dividends,
interest, income derived from loans of securities, and gains from the sale of
securities or foreign currencies, or other income (including but not limited to
gains from options, futures, or forward contracts).  Any net gain realized from
futures (or futures options) contracts will be considered gain from the sale of
securities and therefore will be qualifying income for purposes of the 90%
requirement.

     The Fund intends to distribute to shareholders at least annually any
capital gains that have been recognized for federal income tax purposes
(including year-end mark-to-market gains) on options and futures transactions,
together with gains on other Fund investments, to the extent such gains exceed
recognized capital losses and any net capital loss carryovers of the Fund.
Shareholders will be advised of the nature of such capital gain distributions.

                                      B-14

<PAGE>

Rule 144A Securities

     The Fund may purchase securities that have been privately placed but that
are eligible for purchase and sale under Rule 144A under the 1933 Act ("Rule
144A securities").  That Rule permits certain qualified institutional buyers,
including investment companies that own and invest at least $100 million in
securities, to trade in privately placed securities that have not been
registered for sale under the 1933 Act.  Artisan Partners, under the supervision
of the board of directors, will consider whether Rule 144A securities are
illiquid and thus subject to the Fund's restriction on investing no more than
10% of its net assets in illiquid securities.  In making a determination of
whether a Rule 144A security is liquid or not, Artisan Partners will consider
the trading markets for the specific security, taking into account the
unregistered nature of a Rule 144A security.  In addition, Artisan Partners
could consider the (1) frequency of trades and quotes, (2) number of dealers and
potential purchasers, (3) dealer undertakings to make a market, and (4) nature
of the security and of marketplace trades (e.g., the time needed to dispose of
the security, the method of soliciting offers, and the mechanics of transfer).
The liquidity of Rule 144A securities would be monitored and, if as a result of
changed conditions, Artisan Partners determined that a Rule 144A security is no
longer liquid, the Fund's holdings of illiquid securities would be reviewed to
determine what, if any, steps are required to assure that the Fund does not
invest more than 10% of its assets in illiquid securities.  Investing in Rule
144A securities could have the effect of increasing the amount of the Fund's
assets invested in illiquid securities if qualified institutional buyers are
unwilling to purchase such securities.

Lending of Portfolio Securities

     Subject to restriction (3) under "Investment Restrictions" in this
Statement of Additional Information, the Fund may lend its portfolio securities
to broker-dealers and banks.  Any such loan must be continuously secured by
collateral in cash or cash equivalents maintained on a current basis in an
amount at least equal to the market value of the securities loaned by the Fund.
The Fund would continue to receive the equivalent of the interest or dividends
paid by the issuer on the securities loaned, and also would receive an
additional return that may be in the form of a fixed fee or a percentage of the
collateral.  The Fund would have the right to call the loan and obtain the
securities loaned at any time on notice of not more than five business days.
The Fund would not have the right to vote the securities during the existence of
the loan but would call the loan to permit voting of the securities if, in
Artisan Partners' judgment, a material event requiring a shareholder vote would
otherwise occur before the loan was repaid.  In the event of bankruptcy or other
default of the borrower, the Fund could experience both delays in liquidating
the loan collateral or recovering the loaned securities and losses, including
(a) possible decline in the value of the collateral or in the value of the
securities loaned during the period while the Fund seeks to enforce its rights
thereto, (b) possible subnormal levels of income and lack of access to income
during this period, and (c) expenses of enforcing its rights.  The Fund
currently does not intend to loan more than 5% of its net assets.

                                      B-15

<PAGE>

Repurchase Agreements

     Repurchase agreements are transactions in which the Fund purchases a
security from a bank or recognized securities dealer and simultaneously commits
to resell that security to the bank or dealer at an agreed-upon price, date, and
market rate of interest unrelated to the coupon rate or maturity of the
purchased security.  Although repurchase agreements carry certain risks not
associated with direct investments in securities, the Fund will enter into
repurchase agreements only with banks and dealers believed by Artisan Partners
to present minimal credit risks.  Artisan Partners will review and monitor the
creditworthiness of such institutions, and will consider the capitalization of
the institution, Artisan Partners' prior dealings with the institution, any
rating of the institution's senior long-term debt by independent rating
agencies, and other relevant factors.

     The Fund will invest only in repurchase agreements collateralized at all
times in an amount at least equal to the repurchase price plus accrued interest.
To the extent that the proceeds from any sale of such collateral upon a default
in the obligation to repurchase were less than the repurchase price, the Fund
would suffer a loss.  If the financial institution which is party to the
repurchase agreement petitions for bankruptcy or otherwise becomes subject to
bankruptcy or other liquidation proceedings there may be restrictions on the
Fund's ability to sell the collateral and the Fund could suffer a loss.
However, with respect to financial institutions whose bankruptcy or liquidation
proceedings are subject to the U.S. Bankruptcy Code, the Fund intends to comply
with provisions under such Code that would allow it immediately to resell such
collateral.

When-Issued and Delayed-Delivery Securities; Reverse Repurchase Agreements

     The Fund may purchase securities on a when-issued or delayed-delivery
basis.  Although the payment and interest terms of these securities are
established at a time the Fund enters into the commitment, the securities may be
delivered and paid for a month or more after the date of purchase, when their
value may have changed.  The Fund makes such commitments only with the intention
of actually acquiring the securities, but may sell the securities before
settlement date if Artisan Partners deems it advisable for investment reasons.
The Fund currently does not intend to have commitments to purchase when-issued
securities in excess of 5% of its net assets.

     The Fund may enter into reverse repurchase agreements with banks and
securities dealers.  A reverse repurchase agreement is a repurchase agreement in
which the Fund is the seller of, rather than the investor in, securities and
agrees to repurchase them at an agreed-upon time and price.  Use of a reverse
repurchase agreement may be preferable to a regular sale and later repurchase of
securities because it avoids certain market risks and transaction costs.
However, reverse repurchase agreements will be treated as borrowing and subject
to the Fund's fundamental limitation on borrowing.

     At the time the Fund enters into a binding obligation to purchase
securities on a when-issued or delayed-delivery basis or enters into a reverse
repurchase agreement, assets of the Fund having a value at least as great as the
purchase price of the securities to be purchased will be segregated on the books
of the Fund and held by the custodian throughout the period of the

                                      B-16

<PAGE>

obligation.  The use of these investment strategies, as well as borrowing under
a line of credit as described below, may increase net asset value fluctuation.

Short Sales

     The Fund may make short sales "against the box." In a short sale, the Fund
sells a borrowed security and is required to return the identical security to
the lender.  A short sale "against the box" involves the sale of a security with
respect to which the Fund already owns an equivalent security in kind and
amount.  A short sale "against the box" enables the Fund to obtain the current
market price of a security which it desires to sell but is unavailable for
settlement.  The Fund currently does not intend to have commitments to make
short sales "against the box" in excess of 5% of its net assets.

Line of Credit

     Artisan Funds maintains a line of credit with a bank in order to permit
borrowing on a temporary basis to meet share redemption requests in
circumstances in which temporary borrowing may be preferable to liquidation of
portfolio securities.  Any borrowings under that line of credit by the Fund
would be subject to restriction (4) under "Investment Restrictions" in this
Statement of Additional Information.

Portfolio Turnover

     Although the Fund does not purchase securities with a view to rapid
turnover, there are no limitations on the length of time that portfolio
securities must be held.  At times, the Fund may invest for short-term capital
appreciation.  Portfolio turnover can occur for a number of reasons such as
general conditions in the securities markets, more favorable investment
opportunities in other securities, or other factors relating to the desirability
of holding or changing a portfolio investment.  Because of the Fund's
flexibility of investment and emphasis on growth of capital, it may have greater
portfolio turnover than that of mutual funds that have primary objectives of
income or maintenance of a balanced investment position.  A high rate of
portfolio turnover results in increased transaction costs, which must be borne
by the Fund.  High portfolio turnover also may result in the realization of
capital gains or losses and, to the extent net short-term capital gains are
realized, any distributions resulting from such gains will be considered
ordinary income for federal income tax purposes.  (See "Dividends, Capital
Gains, and Taxes" in the prospectus, and "Additional Tax Information" in this
Statement of Additional Information.)

                            INVESTMENT RESTRICTIONS

Fundamental Restrictions

     Artisan Funds has adopted the following investment restrictions which may
not be changed without the approval of the lesser of (i) 67% of the Fund's
shares present at a meeting if more than 50% of the shares outstanding are
present or (ii) more than 50% of the Fund's outstanding shares, under which the
Fund may not:

                                      B-17

<PAGE>

     (1)  act as an underwriter of securities, except insofar as it may be
deemed an underwriter for purposes of the Securities Act of 1933 on disposition
of securities acquired subject to legal or contractual restrictions on resale;

     (2)  purchase or sell real estate (although it may purchase securities
secured by real estate or interests therein, or securities issued by companies
which invest in real estate or interests therein), commodities, or commodity
contracts, except that it may enter into (a) futures and options on futures and
(b) forward contracts;

     (3)  make loans, but this restriction shall not prevent the Fund from (a)
buying a part of an issue of bonds, debentures, or other obligations which are
publicly distributed, or from investing up to an aggregate of 15% of its total
assets (taken at market value at the time of each purchase) in parts of issues
of bonds, debentures or other obligations of a type privately placed with
financial institutions, (b) investing in repurchase agreements, or (c) lending
portfolio securities, provided that it may not lend securities if, as a result,
the aggregate value of all securities loaned would exceed 33% of its total
assets (taken at market value at the time of such loan);

     (4)  borrow (including entering into reverse repurchase agreements), except
that it may (a) borrow up to 33 1/3% of its total assets, taken at market value
at the time of such borrowing, as a temporary measure for extraordinary or
emergency purposes, but not to increase portfolio income and (b) enter into
transactions in options, futures, and options on futures;<F4>

     (5)  invest in a security if more than 25% of its total assets (taken at
market value at the time of a particular purchase) would be invested in the
securities of issuers in any particular industry, except that this restriction
does not apply to securities issued or guaranteed by the U.S. Government or its
agencies or instrumentalities;

     (6)  issue any senior security except to the extent permitted under the
Investment Company Act of 1940;

     (7)  with respect to 75% of its total assets, invest more than 5% of its
total assets, taken at market value at the time of a particular purchase, in the
securities of a single issuer, except for securities issued or guaranteed by the
U.S. Government or any of its agencies or instrumentalities or repurchase
agreements for such securities;

     (8)  acquire more than 10%, taken at the time of a particular purchase, of
the outstanding voting securities of any one issuer.

     The Fund's investment objective is not a fundamental restriction and,
therefore, a change in the objective is not subject to shareholder approval.
However, investors in the Fund will receive written notification at least 30
days' prior to any change in the Fund's investment objective.

-------------------------------

<F4> The Fund will not purchase securities when total borrowings by the Fund
     are greater than 5% of its net asset value.

                                     B-18

<PAGE>

Non-Fundamental Restrictions

     The Fund is also subject to the following non-fundamental restrictions and
policies, which may be changed by the board of directors.

The Fund may not:

     (a)  invest in companies for the purpose of exercising control or
management;

     (b)  purchase more than 3% of the stock of another investment company or
purchase stock of other investment companies equal to more than 5% of the Fund's
total assets (valued at time of purchase) in the case of any one other
investment company and 10% of such assets (valued at time of purchase) in the
case of all other investment companies in the aggregate; any such purchases are
to be made in the open market where no profit to a sponsor or dealer results
from the purchase, other than the customary broker's commission, except for
securities acquired as part of a merger, consolidation, acquisition or
reorganization;

     (c)  invest more than 25% of its total assets (valued at time of purchase)
in securities of foreign issuers;

     (d)  purchase securities on margin (except for use of short-term credits as
are necessary for the clearance of transactions), or sell securities short
unless (i) the Fund owns or has the right to obtain securities equivalent in
kind and amount to those sold short at no added cost or (ii) the securities sold
are "when issued" or "when distributed" securities which the Fund expects to
receive in recapitalization, reorganization, or other exchange for securities
the Fund contemporaneously owns or has the right to obtain and provided that
transactions in options, futures, and options on futures are not treated as
short sales; or

     (e)  invest more than 10% of its net assets (taken at market value at
the time of each purchase) in illiquid securities, including repurchase
agreements maturing in more than seven days; or

     (f)  under normal market conditions, invest less than 65% of its total
assets in securities of issuers having aggregate common stock market
capitalizations within the range of the aggregate common stock market
capitalizations of issuers included in the S&P MidCap 400 Index, in each case at
the time of investment.

                            PERFORMANCE INFORMATION

     From time to time the Fund may quote total return figures. "Total Return"
for a period is the percentage change in value during the period of an
investment in shares of a fund, including the value of shares acquired through
reinvestment of all dividends and capital gains distributions. "Average Annual
Total Return" is the average annual compounded rate of change in value
represented by the Total Return for the period.

                                      B-19

<PAGE>

     Average Annual Total Return is computed as follows:

          ERV = P(l+T)/n/

Where:    P = a hypothetical initial investment of $1,000
          T = average annual total return
          n = number of years
        ERV = ending redeemable value of a hypothetical $1,000 investment made
              at the beginning of the period, at the end of the period (or
              fractional portion thereof)

     The Fund imposes no sales charges and pays no distribution expenses.
Income taxes are not taken into consideration.  Performance figures quoted by
the Fund are not necessarily indicative of future results.  The Fund's
performance is a function of conditions in the securities markets, portfolio
management, and operating expenses.  Although information about past performance
is useful in reviewing the Fund's performance and in providing some basis for
comparison with other investment alternatives, it should not be used for
comparison with other investments using different reinvestment assumptions or
time periods.  The Fund may invest in initial public offerings (IPOs).  IPOs and
other investment techniques may have a magnified performance impact on a Fund
with a small asset base.  The Fund may not experience similar performance as its
assets grow.

     In advertising and sales literature, the Fund's performance may be compared
with that of other mutual funds, indexes or averages of other mutual funds,
indexes of related financial assets or data, other accounts or partnerships
managed by Artisan Partners, and other competing investment and deposit products
available from or through other financial institutions.  The composition of
these indexes, averages or accounts differs from those of the Fund.  Comparison
of the Fund to an alternative investment should consider differences in features
and expected performance.

     All of the indexes and averages noted below will be obtained from the
indicated sources or reporting services, which Artisan Funds generally believe
to be accurate.  The Fund also may note its mention (including performance or
other comparative rankings) in newspapers, magazines, or other media from time
to time.  However, Artisan Funds assumes no responsibility for the accuracy of
such data.  Newspapers and magazines and other media which might mention the
Fund include, but are not limited to, the following:

                                      B-20

<PAGE>

Atlanta Constitution                     Mutual Fund Letter
Barron's                                 Mutual Fund News Service
Boston Herald                            Mutual Fund Values Morningstar
Business Week                            Publications
Chicago Tribune                          Newsweek
Chicago Sun-Times                        The New York Times
Cleveland Plain Dealer                   No-Load Fund Investor
CNBC                                     Outstanding Investor Digest
CNN                                      Pension World
Crain's Chicago                          Pensions and Investments
   Business                              Personal Investor
Consumer Reports                         Jane Bryant Quinn (syndicated
Consumer Digest                             column)
Financial World                          Louis Rukeyser's Mutual Fund
Forbes                                   The San Francisco Chronicle
Fortune                                  Smart Money
Fund Action                              Stranger's Investment Adviser
Investor's Business Daily                13D Opportunities Report
Kiplinger's Personal                     Time
   Finance Magazine                      United Mutual Fund Selector
Knight-Ridder                            USA Today
Los Angeles Times                        U.S. News and World Report
Milwaukee Business Journal Milwaukee     The Wall Street Journal
Journal Sentinel                         Working Woman
Money                                    Worth
                                         Your Money

     When a newspaper, magazine or other publication mentions the Fund, such
mention may include: (i) listings of some or all of the Fund's holdings, (ii)
descriptions of characteristics of some or all of the securities held by the
Fund, including price-earnings ratios, earnings, growth rates and other
statistical information, and comparisons of that information to similar
statistics for the securities comprising any of the indexes or averages listed
above; and (iii) descriptions of the Fund's or a portfolio manager's economic
and market outlook, generally and for the Fund.

     Various newspapers and publications including those listed above may also
make mention of the Fund's portfolio manager.  Portfolio managers and other
members of the Adviser's staff may make presentations at conferences or trade
shows, appear on television or radio programs, or conduct or participate in
telephone conference calls, and the Fund may announce those presentations,
appearances or calls to some or all shareholders, or to potential investors in
the Fund.  Biographical and other information about the Fund's portfolio
manager, including information about awards received by that portfolio manager
or mentions of the manager in the media, may also be described or quoted in Fund
advertisements or sales literature.

     The Fund may compare its performance to the Consumer Price Index (All
Urban), a widely recognized measure of inflation.

                                      B-21

<PAGE>

The Fund's performance may be compared to the following indexes or averages:

Dow-Jones Industrial Average              New York Stock Exchange
Russell 2000 Index                        Composite Index
Russell 2000 Growth Index                 American Stock Exchange
Russell 2000 Value Index                  Composite Index
Russell Mid-Cap Stock Index               NASDAQ Composite
Russell Mid-Cap Value Index               NASDAQ Industrials
Standard & Poor's 500 Stock Index         (These indexes generally
Standard & Poor's 400 Industrials         reflect the performance of
Standard & Poor's 400 MidCap Index        stocks traded in the
Wilshire 5000                             indicated markets.)
Wilshire 4500
Wilshire 4000
(These indexes are widely recognized
indicators of general U.S. stock market
results.)

     The Fund's performance also may be compared to the following mutual fund
industry indexes or averages:  Value Line Index; Lipper Capital Appreciation
Fund Average; Lipper Growth Funds Average; Lipper Mid Cap Fund Index; Lipper
Mid-Cap Value Fund Index, Lipper General Equity Funds Average; Lipper Equity
Funds Average; Morningstar Growth Average; Morningstar Aggressive Growth
Average; Morningstar U.S. Diversified Average; Morningstar Equity Fund Average;
Morningstar Hybrid Fund Average; Morningstar All Equity Funds Average; and
Morningstar General Equity Average.

     The Lipper Mid Cap Fund Index reflects the net asset value weighted total
return of the thirty largest mid cap funds as calculated and published by
Lipper, Inc. ("Lipper"), an independent service that monitors the performance of
more than 1,000 funds.

     The Lipper and Morningstar averages are unweighted averages of total return
performance of mutual funds as classified, calculated and published by these
independent services that monitor the performance of mutual funds.  The Fund
also may use comparative performance as computed in a ranking by Lipper or
category averages and rankings provided by another independent service.  Should
Lipper or another service reclassify the Fund to a different category or develop
(and place the Fund into) a new category, the Fund may compare its performance
or ranking against other funds in the newly assigned category, as published by
the service.  The Fund may also compare its performance or ranking against all
funds tracked by Lipper or another independent service.

     The Fund may cite its rating, recognition or other mention by Morningstar
or any other entity.  Morningstar's rating system is based on risk-adjusted
total return performance and is expressed in a star-rating format.  The risk-
adjusted number is computed by subtracting the Fund's risk score (which is a
function of the Fund's monthly returns less the 3-month Treasury bill return)
from the Fund's load-adjusted total return score.  This numerical score is then
translated into rating categories, with the top 10% labeled five star, the next
22.5% labeled four

                                      B-22

<PAGE>

star, the next 35% labeled three star, the next 22.5% labeled two star and the
bottom 10% one star.  A high rating reflects either above-average returns or
below-average risk, or both.

     To illustrate the historical returns on various types of financial assets,
Artisan Funds may use historical data provided by Ibbotson Associates, Inc.
("Ibbotson"), a Chicago-based investment firm.  Ibbotson constructs (or obtains)
very long-term (since 1926) total return data (including, for example, total
return indexes, total return percentages, average annual total returns and
standard deviations of such returns) for the following asset types:  common
stocks, small company stocks, long-term corporate bonds, long-term government
bonds, intermediate-term government bonds, U.S. Treasury bills and Consumer
Price Index.  The Fund also may use historical data compiled by Prudential
Securities, Inc., or by other similar sources believed by Artisan Funds to be
accurate, illustrating the past performance of small-capitalization stocks,
large-capitalization stocks, common stocks, equity securities, growth stocks
(small-capitalization, large-capitalization, or both) and value stocks (small-
capitalization, large-capitalization, or both).

                                  ORGANIZATION

     The Fund is a series of Artisan Funds, Inc. ("Artisan Funds"), an open-end,
diversified management investment company which was incorporated under Wisconsin
law on January 5, 1995.

     Each share of the Fund has one vote.  All shares participate equally in
dividends and other distributions declared by the board of directors, and all
shares of the Fund have equal rights in the event of liquidation of the Fund.
Shares of the Fund have no preemptive, conversion or subscription rights.

     Artisan Funds is governed by a board of directors which is responsible for
protecting the interests of the shareholders of the Fund.  The directors are
experienced executives and professionals who meet at regular intervals to
oversee the activities of the Fund, review contractual arrangements with
companies that provide services to the Fund and review performance.  A majority
of directors are not otherwise affiliated with Artisan Funds or Artisan
Partners.

     The Wisconsin Business Corporation Law permits registered investment
companies to operate without an annual meeting of shareholders under specified
circumstances, such as if an annual meeting is not required by the Investment
Company Act of 1940 (the federal securities law that governs the regulation of
investment companies).  Artisan Funds has adopted the appropriate provisions in
its bylaws and does not expect to hold an annual meeting in any year in which
the election of directors is not required to be acted on by shareholders.
Artisan Funds believes that not holding shareholder meetings except as otherwise
required reduces the Fund's expenses and enhances shareholder return.

                                      B-23

<PAGE>

     The Fund may hold special meetings of shareholders to elect or remove
directors, change fundamental policies, approve a management contract, or for
other purposes.  The Fund will mail proxy materials in advance, including a
voting card and information about the proposals to be voted on.  You are
entitled to one vote for each share of the Fund that you own.  Shareholders not
attending these meetings are encouraged to vote by proxy.

                             DIRECTORS AND OFFICERS

     Directors and officers of Artisan Funds, and their principal business
occupations during at least the last five (5) years, are shown below.  Directors
deemed to be "interested persons" of Artisan Funds for purposes of the 1940 Act
are indicated with an asterisk.

  NAME AND DATE OF        POSITIONS HELD        PRINCIPAL OCCUPATIONS DURING
        BIRTH            WITH REGISTRANT                PAST 5 YEARS
--------------------   --------------------   --------------------------------

Andrew A. Ziegler<F1>  Director, Chairman     Managing Director of Artisan
10/7/57                of the Board and       Partners; Chairman of Artisan
                       Chief Executive        Distributors; prior to founding
                       Officer                Artisan Partners in 1994,
                                              President and Chief Operating
                                              Officer of Strong/Corneliuson
                                              Capital Management ("Strong") and
                                              President of the Strong Funds
                                              from 1990 to 1994.

Carlene Murphy         Director               Managing Director of Artisan
Ziegler<F1>                                   Partners; Portfolio Co-Manager of
6/20/56                                       Artisan Small Cap Fund; President
                                              of Artisan Funds (1995-1999);
                                              prior to founding Artisan
                                              Partners in 1994, a Portfolio Co-
                                              Manager of the Strong Common
                                              Stock Fund, Strong Opportunity
                                              Fund and numerous institutional
                                              small-capitalization equity
                                              portfolios at Strong since March
                                              1991.

David A. Erne          Director               Partner of the law firm Reinhart,
5/6/43                                        Boerner, Van Deuren, Norris &
                                              Rieselbach, S.C., Milwaukee, WI,
                                              and Director of Capital Commerce
                                              Banccorporation - Milwaukee
                                              Western Bank since 1994.

Thomas R. Hefty        Director               President of United Wisconsin
6/9/47                                        Services, Inc. (a provider of
                                              managed care and specialty
                                              business services) since 1986 and
                                              Chairman of the Board and Chief
                                              Executive Officer since 1991; and
                                              Chairman of the Board of Blue
                                              Cross & Blue Shield United of
                                              Wisconsin (parent company of
                                              United Wisconsin Services, Inc.)
                                              since 1988 and President since
                                              1982.

                                        B-24

<PAGE>


  NAME AND DATE OF        POSITIONS HELD        PRINCIPAL OCCUPATIONS DURING
        BIRTH            WITH REGISTRANT                PAST 5 YEARS
--------------------   --------------------   --------------------------------

Howard B. Witt         Director               President and Chief Executive
5/17/40                                       Officer of Littelfuse, Inc. (a
                                              manufacturer of advanced circuit
                                              protection devices) since 1990
                                              and Chairman of the Board of
                                              Littelfuse since 1993; prior
                                              thereto Executive Vice President
                                              of Littelfuse; and Director of
                                              Material Sciences Corporation, (a
                                              technology based manufacturer of
                                              continuously processed coated and
                                              specialty engineered materials
                                              and services) since 1997; and
                                              Director of Franklin Electric
                                              Co., Inc. (a manufacturer of
                                              electronic motors) since 1994.

Michael C. Roos        President              Managing Director of Artisan
4/18/58                                       Partners; President of Artisan
                                              Distributors; prior to joining
                                              Artisan Partners in 1995, Vice
                                              President, Fidelity Investments
                                              (since 1994).

Lawrence A. Totsky     Chief Financial        Managing Director and Chief
5/6/59                 Officer, Treasurer     Financial Officer of Artisan
                       and Secretary          Partners; Secretary, Chief
                                              Financial Officer and Treasurer
                                              of Artisan Distributors; prior to
                                              joining Artisan Partners in 1998,
                                              Senior Vice President (since
                                              1994) and Director of Mutual Fund
                                              Administration, Strong Capital
                                              Management, Inc., prior thereto.

Mark L. Yockey         Vice President         Managing Director of Artisan
6/5/56                                        Partners; Portfolio Manager of
                                              Artisan International Fund; prior
                                              to joining Artisan Partners in
                                              1995, Portfolio Manager of the
                                              United International Growth Fund
                                              and Vice President of Waddell &
                                              Reed (investment management firm)
                                              since January 1990.

Sandra Jean Voss-      Vice President         Senior Equity Trader for Artisan
Reinhardt                                     Partners; prior to joining
3/6/64                                        Artisan Partners in 1995, Equity
                                              Trader with Northwestern Mutual
                                              Life Insurance Company since
                                              January 1989.


                                        B-25

<PAGE>


  NAME AND DATE OF        POSITIONS HELD        PRINCIPAL OCCUPATIONS DURING
        BIRTH            WITH REGISTRANT                PAST 5 YEARS
--------------------   --------------------   --------------------------------


Scott C. Satterwhite   Vice President         Managing Director of Artisan
7/15/57                                       Partners and Portfolio Co-
                                              Manager, Artisan Small Cap Value
                                              Fund; prior to joining Artisan
                                              Partners in June 1997, Senior
                                              Vice President and Portfolio
                                              Manager at Wachovia Corporation.
                                              From 1993 to 1997, Portfolio
                                              Manager of Biltmore Special
                                              Values Fund in addition to being
                                              a Personal Trust Portfolio
                                              Manager and Manager of the
                                              Georgia Personal Trust Portfolio
                                              Group.

Andrew C. Stephens     Vice President         Managing Director of Artisan
10/31/63                                      Partners, and Portfolio Manager,
                                              Artisan Mid Cap Fund; prior to
                                              joining Artisan Partners in 1997,
                                              Portfolio Co-Manager of Strong
                                              Asset Allocation Fund at Strong,
                                              February 1993 through March 1997,
                                              and Senior Research Analyst for
                                              Strong Common Stock Fund and
                                              Strong Opportunity Fund,
                                              September 1994 through March
                                              1996.

Marina T. Carlson      Vice President         Managing Director of Artisan
5/9/64                                        Partners, and Portfolio Co-
                                              Manager, Artisan Small Cap Fund;
                                              prior to joining Artisan Partners
                                              in 1999, Manager of Strong Mid
                                              Cap Disciplined Fund from its
                                              inception in December 1998
                                              through March 1999 and Portfolio
                                              Co-Manager of Strong Opportunity
                                              Fund and Strong Common Stock Fund
                                              from 1993 through December 1998.

James C. Kieffer       Vice President         Managing Director of Artisan
12/2/64                                       Partners and Portfolio Co-
                                              Manager, Artisan Small Cap Value
                                              Fund, and Vice President of
                                              Artisan Funds. From 1997 to 2000,
                                              Research Analyst for Artisan
                                              Partners; from 1996 to 1997
                                              Research Analyst for McColl
                                              Partners; prior to McColl
                                              Partners, Research Analyst for
                                              Wachovia Investment Management
                                              since 1989.

Gregory K. Ramirez     Assistant Secretary    Controller of Artisan Partners;
7/14/70                and Assistant          Assistant Treasurer and Assistant
                       Treasurer              Secretary of Artisan Funds; prior
                                              to joining Artisan Partners in
                                              1997, Audit Manager of Price
                                              Waterhouse LLP.

                                      B-27

<PAGE>

     The business address of the officers and directors affiliated with Artisan
Partners is 1000 North Water Street, Suite 1770, Milwaukee, Wisconsin 53202.
The addresses of the other directors are:  Mr. Erne - 1000 N. Water Street,
Milwaukee, Wisconsin 53202; Mr. Hefty - 401 W. Michigan Street, Milwaukee,
Wisconsin 53203; and Mr. Witt - 800 E. Northwest Highway, Des Plaines, Illinois
60016.

     Mr. Ziegler and Ms. Ziegler are married to each other.

     Mr. Ziegler and Ms. Ziegler serve as members of the Executive Committee of
the Board of Directors.  The Executive Committee, which meets between regular
meetings of the Board, is authorized to exercise many of the powers of the Board
of Directors.

     The compensation paid to directors and officers of Artisan Funds for their
services as such consists of an annual retainer fee in the amount of $27,000.
In addition, directors receive $1,000 for any meeting held in person and $500
for any meeting held by telephone.  Compensation is paid only to directors who
are not interested persons of Artisan Funds or Artisan Partners and is allocated
among the series of the Artisan Funds.  The Artisan Mid Cap Value Fund will pay
$______ of the annual retainer, $____ of each meeting fee, and $____ of each
telephone meeting fee.  Artisan Funds has no retirement or pension plans.

     The following table sets forth compensation paid by Artisan Funds, Inc.
during the fiscal year ended June 30, 2000 to each of the directors of the Fund.


                                         PENSION OR              TOTAL
                        AGGREGATE         RETIREMENT           COMPENSATION
                       COMPENSATION    BENEFITS ACCRUED    FROM ARTISAN FUND AND
                       FROM ARTISAN     AS PART OF FUND       FUND COMPLEX(4)
NAME OF DIRECTOR           FUNDS           EXPENSES OR       PAID TO DIRECTORS
------------------    -------------    ----------------    ---------------------
Andrew A. Ziegler        $      0          $      0              $      0
Carlene Murphy Ziegler          0                 0                     0
David A. Erne              20,000                 0                20,000
Thomas R. Hefty            20,000                 0                20,000
Howard B. Witt             20,000                 0                20,000


                          INVESTMENT ADVISORY SERVICES

     Artisan Partners Limited Partnership ("Artisan Partners") provides
investment advisory services to the Fund pursuant to an Investment Advisory
Agreement dated October 26, 2000.  Artisan Partners is a Delaware limited
partnership.  Artisan Investment Corporation was incorporated on December 7,
1994 for the sole purpose of acting as general partner of Artisan Partners.  Mr.
Ziegler and Ms. Ziegler, as officers of Artisan Investment Corporation, manage
Artisan Partners.  The principal address of Artisan Partners is 1000 North Water
Street, Suite 1770, Milwaukee, Wisconsin 53202.  Artisan Partners also has
offices at 100 Pine Street, Suite 2950, San Francisco, California, and Five
Concourse Parkway NE, Suite 2120, Atlanta, Georgia 30328.

                                      B-27

<PAGE>

     In return for its services, the Fund pays Artisan Partners a monthly fee at
the annual rate of 1% of the Fund's average daily net assets up to $500 million;
 .975 of 1% of average daily net assets from $500 million up to $750 million;
 .950 of 1% of average daily net assets from $750 million to $1 billion; and .925
of 1% of average daily net assets over $1 billion.

     The Advisory Agreement provides that Artisan Partners shall not be liable
for any loss suffered by the Fund or its shareholders as a consequence of any
act of omission in connection with investment advisory or portfolio services
under the agreement, except by reason of willful misfeasance, bad faith or gross
negligence on the part of Artisan Partners in the performance of its duties or
from reckless disregard by Artisan Partners of its obligations and duties under
the Advisory Agreement.

     The Advisory Agreement may be continued from year to year only so long as
the continuance is approved annually (a) by the vote of a majority of the
directors of the Fund who are not "interested persons" of the Fund or Artisan
Partners cast in person at a meeting called for the purpose of voting on such
approval, and (b) by the board of directors or by the vote of a majority (as
defined in the 1940 Act) of the outstanding shares of the portfolio.  The
Agreement will terminate automatically in the event of its assignment (as
defined in the 1940 Act).

                                 CODE OF ETHICS

     The 1940 Act and rules thereunder require that Artisan Funds, Artisan
Partners and Artisan Distributors LLC ("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.  Artisan Funds, Artisan Partners and Distributors have
adopted a Code of Ethics to meet those concerns and legal requirements.
Although the Code does not prohibit employees who have knowledge of the
investments and investment intentions of Artisan Funds from engaging in personal
securities investing, it does regulate such personal securities investing by
these employees as a part of the effort by Artisan Funds, Artisan Partners and
Distributors to detect and prevent conflicts of interest.

                                  DISTRIBUTOR

     Shares of the Fund are offered for sale by Distributors without any sales
commissions, 12b-1 fees, or other charges to the Fund or its shareholders.
Distributors is wholly-owned by Artisan Partners.  All distribution expenses
relating to the Fund are paid by Artisan Partners, including the payment or
reimbursement of any expenses incurred by Distributors.  The Distribution
Agreement will continue in effect through October 29, 2002 and thereafter from
year to year provided such continuance is approved annually (i) by a majority of
the directors or by a majority of the outstanding voting securities of the Fund
and (ii) by a majority of the directors who are not parties to the Agreement or
interested persons of any such party.

                                      B-28

<PAGE>

     Artisan Funds has agreed to pay all expenses in connection with
registration of its shares with the Securities and Exchange Commission and any
auditing and filing fees required in compliance with various state securities
laws.  Artisan Partners bears all sales and promotional expenses, including the
cost of prospectuses and other materials used for sales and promotional purposes
by Distributors.  Distributors offers the Fund's shares only on a best efforts
basis.  Distributors is located at 1000 North Water Street, Suite 1770,
Milwaukee, Wisconsin 53202.

                             PORTFOLIO TRANSACTIONS

     Artisan Partners places the orders for the purchase and sale of the Fund's
portfolio securities and options and futures contracts.  Artisan Partners'
overriding objective in effecting portfolio transactions is to seek to obtain
the best combination of price and execution.  The best net price, giving effect
to brokerage commissions, if any, and other transaction costs, normally is an
important factor in this decision, but a number of other judgmental factors also
may enter into the decision.  These include:  Artisan Partners' knowledge of
negotiated commission rates currently available and other current transaction
costs; the nature of the security being traded; the size of the transaction; the
desired timing of the trade; the activity existing and expected in the market
for the particular security; confidentiality; the execution, clearance and
settlement capabilities of the broker or dealer selected and others which are
considered; Artisan Partners' knowledge of the financial stability of the broker
or dealer selected and such other problems of any broker or dealer.  Recognizing
the value of these factors, the Fund may pay a brokerage commission in excess of
that which another broker or dealer may have charged for effecting the same
transaction.  Evaluations of the reasonableness of brokerage commissions, based
on the foregoing factors, are made on an ongoing basis by Artisan Partners'
staff while effecting portfolio transactions.  The general level of brokerage
commissions paid is reviewed by Artisan Partners, and reports are made annually
to the board of directors.

     With respect to issues of securities involving brokerage commissions, when
more than one broker or dealer is believed to be capable of providing the best
combination of price and execution with respect to a particular portfolio
transaction for the Fund, Artisan Partners often selects a broker or dealer that
has furnished it with research products or services such as research reports,
subscriptions to financial publications and research compilations, compilations
of securities prices, earnings, dividends, and similar data, and computer data
bases, quotation equipment and services, research-oriented computer software and
services, and services of economic and other consultants.  Selection of brokers
or dealers is not made pursuant to an agreement or understanding with any of the
brokers or dealers; however, Artisan Partners uses internal allocation
procedures to identify those brokers or dealers who provide it with research
products or services and the amount of research products or services they
provide, and endeavors to direct sufficient commissions generated by its
clients' accounts in the aggregate, including Artisan Funds, to such brokers or
dealers to ensure the continued receipt of research products or services Artisan
Partners feels are useful.  In certain instances, Artisan Partners receives from
brokers and dealers products or services that are used both as investment
research and for administrative, marketing, or other non-research purposes.  In
such instances, Artisan Partners makes a good faith effort to determine the
relative proportions of such products or services which may be considered as
investment research.  The portion of the costs of such products or services
attributable to research usage may be defrayed by Artisan Partners (without
prior

                                      B-29

<PAGE>

agreement or understanding, as noted above) through brokerage commissions
generated by transactions by clients (including Artisan Funds), while the
portions of the costs attributable to non-research usage of such products or
services is paid by Artisan Partners in cash.  No person acting on behalf of
Artisan Funds is authorized, in recognition of the value of research products or
services, to pay a commission in excess of that which another broker or dealer
might have charged for effecting the same transaction.  Research products or
services furnished by brokers and dealers may be used in servicing any or all of
the clients of Artisan Partners and not all such research products or services
are used in connection with the management of Artisan Funds.

     With respect to the Fund's purchases and sales of portfolio securities
transacted with a broker or dealer on a net basis, Artisan Partners also may
consider the part, if any, played by the broker or dealer in bringing the
security involved to Artisan Partners' attention, including investment research
related to the security and provided to the Artisan Funds.

                        PURCHASING AND REDEEMING SHARES

     Purchases and redemptions are discussed in the prospectus under the
headings "How to Buy Shares," and "How to Sell Shares." All of that information
is incorporated herein by reference.

     Net Asset Value.  Share purchase and redemption orders will be priced at
the Fund's net asset value next computed after such orders are received and
accepted by: (i) the Fund; (ii) broker-dealer or other financial services
company authorized by the Fund to accept purchase and redemption orders on the
Fund's behalf; or (iii) such authorized broker-dealer's designee.  The net asset
value of the shares of the Fund is determined as of the close of regular session
trading on the New York Stock Exchange ("NYSE") (currently 3:00 p.m., Central
time) each day the NYSE is open for trading.  The NYSE is regularly closed on
Saturdays and Sundays and on New Year's Day, the third Monday in January, the
third Monday in February, Good Friday, the last Monday in May, Independence Day,
Labor Day, Thanksgiving, and Christmas.  If one of these holidays falls on a
Saturday or Sunday, the NYSE will be closed on the preceding Friday or the
following Monday, respectively.  Net asset value will not be determined on days
when the NYSE is closed unless, in the judgment of the board of directors, net
asset value of the Fund should be determined on any such day, in which case the
determination will be made at 3:00 p.m., Central time.  The net asset value per
share of the Fund is determined by dividing the value of all its securities and
other assets, less its liabilities, by the number of shares of the Fund
outstanding.

     Although the Fund intends to pay all redemptions in cash, it reserves the
right, as described below, to pay the redemption price in whole or in part by a
distribution of the Fund's portfolio securities.

     Because the Fund has elected to be governed by Rule 18f-1 under the
Investment Company Act of 1940, the Fund is obligated to pay share redemptions
to any one shareholder in cash only up to the lesser of $250,000 or one percent
of the Fund's net assets represented by such share class during any 90-day
period.  Redemptions in excess of such limit may be paid wholly or partly by a
distribution in kind of readily marketable securities.  If redemptions are made
in kind, the redeeming shareholders might incur transaction costs in selling the
securities received in the redemptions.

                                      B-30

<PAGE>

     The Fund reserves the right to suspend or postpone redemptions of its
shares during any period when:  (a) trading on the NYSE is restricted, as
determined by the Commission, if the NYSE is closed for other than customary
weekend and holiday closings; (b) the Commission has by order permitted such
suspension; or (c) an emergency, as determined by the Commission, exists, making
disposal of portfolio securities or valuation of net assets of the Fund not
reasonably practicable.

                           ADDITIONAL TAX INFORMATION

     Artisan Funds intends for the Fund to continue to qualify as a "regulated
investment company" under Subchapter M of the Internal Revenue Code of 1986, as
amended (the "Code") and thus not be subject to federal income taxes on amounts
which it distributes to shareholders.  If Artisan Funds should fail to qualify
for pass-through tax treatment under Subchapter M, then it would be required to
pay taxes on any income and realized capital gains, reducing the amount of
income and realized capital gains that would otherwise be available for
distribution to the Fund's shareholders.

     Your distributions will be taxable to you, under income tax law, whether
received in cash or reinvested in additional shares.  For federal income tax
purposes, any distribution that is paid in January but was declared in October,
November or December of the prior calendar year is deemed paid in the prior
calendar year.

     You will be subject to income tax at ordinary rates on income dividends and
distributions of net short-term capital gain.  Distributions of net long-term
capital gains are taxable to you as long-term capital gains (currently taxed at
a maximum rate of 20% for individual taxpayers) regardless of the length of time
you have held your shares.  Long-term gains are those derived from securities
held by the Fund for more than one year.

     You will be advised annually as to the source of distributions for tax
purposes.  If you are not subject to tax on your income, you will not be
required to pay tax on these amounts.

     If you realize a loss on the sale of Fund shares held for six months or
less, your short-term loss is recharacterized as long-term to the extent of any
long-term capital gain distributions you have received with respect to those
shares.

     The Fund may be required to withhold federal income tax ("backup
withholding") from certain payments to you, generally redemption proceeds.
Backup withholding may be required if:

     - You fail to furnish your properly certified social security or other tax
         identification number;

     - You fail to certify that your tax identification number is correct or
       that you are not subject to backup withholding due to the underreporting
       of certain income;

     - The IRS informs the Fund that your tax identification number is
       incorrect.

                                      B-31

<PAGE>

     These certifications are contained in the application that you complete
when you open your Fund account.  Artisan Funds must promptly pay the IRS all
amounts withheld.  Therefore, it usually is not possible for Artisan Funds to
reimburse you for amounts withheld.  You may, however, claim the amount withheld
as a credit on your federal income tax return.

     The Fund may purchase the securities of certain foreign investment funds or
trusts called passive foreign investment companies ("PFICs").  In addition to
bearing their proportionate share of the Fund's expenses (management fees and
operating expenses), shareholders will also indirectly bear similar expenses of
PFICs.  Capital gains on the sale of PFIC holdings will be deemed to be ordinary
income regardless of how long the Fund holds its investment.  In addition, the
Fund may be subject to corporate income tax and an interest charge on certain
dividends and capital gains earned from PFICs, regardless of whether such income
and gains are distributed to shareholders.

     In accordance with tax laws, the Fund intends to treat securities in PFICs
as sold on the last day of the Fund's fiscal year and recognize any gains for
tax purposes at that time; losses may be recognized to the extent of any gains
recognized.  Such gains will be considered ordinary income which the Fund will
be required to distribute even though it has not sold the security and received
cash to pay such distributions.

     The discussion of taxation above is not intended to be a full discussion of
income tax laws and their effect on shareholders.  You are encouraged to consult
your own tax advisor.  The foregoing information applies to U.S. shareholders.
U.S. citizens residing in a foreign country should consult their tax advisors as
to the tax consequences of ownership of Fund shares.

                          CUSTODIAN AND TRANSFER AGENT

     State Street Bank & Trust Company ("State Street"), 66 Brooks Drive,
Braintree, MA 02184, acts as custodian of the securities and other assets of the
Fund.  State Street is responsible for, among other things, safeguarding and
controlling the Fund's cash and securities, handling the receipt and delivery of
securities, and collecting interest and dividends on the Fund's investments.
State Street also performs transfer agency, dividend paying agency and portfolio
accounting services for the Fund.  State Street is not an affiliate of Artisan
Partners or its affiliates.  State Street is authorized to deposit securities in
securities depositories for the use of services of sub-custodians.

                            INDEPENDENT ACCOUNTANTS

PricewaterhouseCoopers LLP, 100 East Wisconsin Avenue, Milwaukee, Wisconsin
53202 serves as the Fund's independent accountants, providing services including
(i) an audit of the annual financial statements; (ii) assistance and
consultation in connection with Securities and Exchange Commission filings; and
(iii) review of the annual income tax returns filed on behalf of the Fund.

                                      B-32

<PAGE>

                                    APPENDIX
                                    --------

                          DESCRIPTION OF BOND RATINGS

A rating of a rating service represents the service's opinion as to the credit
quality of the security being rated.  However, the ratings are general and are
not absolute standards of quality or guarantees as to the creditworthiness of an
issuer. Consequently, the Fund's investment adviser believes that the quality of
debt securities in which the Fund invests should be continuously reviewed and
that individual analysts give different weightings to the various factors
involved in credit analysis.  A rating is not a recommendation to purchase, sell
or hold a security, because it does not take into account market value or
suitability for a particular investor.  When a security has received a rating
from more than one service, each rating should be evaluated independently.
Ratings are based on current information furnished by the issuer or obtained by
the ratings services from other sources which they consider reliable.  Ratings
may be changed, suspended or withdrawn as a result of changes in or
unavailability of such information, or for other reasons.

The following is a description of the characteristics of rating used by Moody's
Investors Service, Inc. ("Moody's") and Standard & Poor's Corporation ("S&P").

                               RATINGS BY MOODY'S

Aaa--Bonds rated Aaa are judged to be the best quality.  They carry the smallest
degree of investment risk and are generally referred to as "gilt-edge." Interest
payments are protected by a large or by an exceptionally stable margin and
principal is secure.  Although the various protective elements are likely to
change, such changes as can be visualized are most unlikely to impair the
fundamentally strong position of such bonds.

Aa--Bonds rated Aa are judged to be high quality by all standards.  Together
with the Aaa group they comprise what are generally known as high grade bonds.
They are rated lower than the best bonds because margins of protection may not
be as large as in Aaa bonds or fluctuation of protective elements may be of
greater amplitude or there may be other elements present which make the long
term risk appear somewhat larger than in Aaa bonds.

A--Bonds rated A possess many favorable investment attributes and are to be
considered as upper medium grade obligations.  Factors giving security to
principal and interest are considered adequate but elements may be present which
suggest a susceptibility to impairment sometime in the future.

Baa--Bonds rated Baa are considered as medium grade obligations, i.e., they are
neither highly protected nor poorly secured.  Interest payments and principal
security appear adequate for the present but certain protective elements may be
lacking or may be characteristically unreliable over any great length of time.
Such bonds lack outstanding investment characteristics and in fact have
speculative characteristics as well.

                                   Appendix-1

<PAGE>

Ba--Bonds rated Ba are judged to have speculative elements; their future cannot
be considered as well assured.  Often the protection of interest and principal
payments may be very moderate and thereby not well safeguarded during both good
and bad times over the future.  Uncertainty of position characterizes bonds in
this class.

B--Bonds rated B generally lack characteristics of the desirable investment.
Assurance of interest and principal payments or of maintenance of other terms of
the contract over any long period of time may be small.

Caa--Bonds rated Caa are of poor standing.  Such bonds may be in default or
there may be present elements of danger with respect to principal or interest.

Ca--Bonds rated Ca represent obligations which are speculative in a high degree.
Such bonds are often in default or have other marked shortcomings.

                                  S&P RATINGS

AAA--Bonds rated AAA have the highest rating.  Capacity to pay principal and
interest is extremely strong.

AA--Bonds rated AA have a very strong capacity to pay principal and interest and
differ from AAA bonds only in small degree.

A--Bonds rated A have a strong capacity to pay principal and interest, although
they are somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than bonds in higher rated categories.

BBB--Bonds rated BBB are regarded as having an adequate capacity to pay
principal and interest.  Whereas they normally exhibit protection parameters,
adverse economic conditions or changing circumstances are more likely to lead to
a weakened capacity to pay principal and interest for bonds in this capacity
than for bonds in higher rated categories.

BB--B--CCC--CC--Bonds rated BB, B, CCC and CC are regarded, on balance, as
predominantly speculative with respect to the issuer's capacity to pay interest
and repay principal in accordance with the terms of the obligation.  BB
indicates the lowest degree of speculation among such bonds and CC the highest
degree of speculation.  Although such bonds will likely have some quality and
protective characteristics, these are outweighed by large uncertainties or major
risk exposures to adverse conditions.

                                   Appendix-2

<PAGE>


                                     PART C

                               OTHER INFORMATION
ITEM 23.  Exhibits

EXHIBIT
NUMBER    DESCRIPTION

(a)(1)    Amended and Restated Articles of Incorporation of the Registrant. (a)

(a)(2)    Articles of Amendment dated October 12, 1995. (a)

(a)(3)    Articles of Amendment dated January 16, 1997. (b)

(a)(4)    Articles of Amendment dated April 10, 1997. (c)

(a)(5)    Articles of Amendment dated June 5, 1997. (d)

(a)(6)    Articles of Amendment dated April 27, 2000. (f)

(a)(7)    Articles of Amendment dated November 29, 2000.

(b)       Bylaws, as amended. (a)

(c)       None. (Registrant does not issue share certificates.)

(d)(1)    Investment Advisory Agreement between the Registrant and Artisan
          Partners Limited Partnership relating to Artisan Small Cap Fund. (a)

(d)(2)    Investment Advisory Agreement between the Registrant and Artisan
          Partners Limited Partnership relating to Artisan International
          Fund. (a)

(d)(3)    Investment Advisory Agreement between the Registrant and Artisan
          Partners Limited Partnership relating to Artisan Mid Cap Fund. (c)

(d)(4)    Investment Advisory Agreement between the Registrant and Artisan
          Partners Limited Partnership relating to Artisan Small Cap Value Fund.
          (g)

(d)(5)    Form of Investment Advisory Agreement between the Registrant and
          Artisan Partners Limited Partnership relating to Artisan Mid Cap
          Value Fund.

(e)       Distribution Agreement between the Registrant and Artisan Distributors
          LLC. (g)

(e)(1)    Form of notification to distributor regarding addition of Artisan Mid
          Cap Value Fund.

(f)       None.

(g)(1)    Custodian Agreement and Accounting Services Agreement between the
          Registrant and State Street Bank and Trust Company. (a)

(g)(2)    Notification to custodian regarding addition of Artisan Mid Cap Fund.
          (c)

(g)(3)    Notification to custodian regarding addition of Artisan Small Cap
          Value Fund. (d)

<PAGE>                                  C-1

EXHIBIT
NUMBER    DESCRIPTION

(g)(4)    Amendment No. 1 to Custodian Agreement. (g)

(g)(5)    Form of notification to custodian regarding addition of Artisan Mid
          Cap Value Fund.

(h)(1)    Transfer Agency Agreement between the Registrant and State Street Bank
          and Trust Company. (a)

(h)(2)    Amendment No. 1 to Transfer Agency Agreement. (b)

(h)(3)    Notification to transfer agent regarding addition of Artisan Mid Cap
          Fund. (c)

(h)(4)    Notification to transfer agent regarding addition of Artisan Small Cap
          Value Fund. (d)

(h)(5)    Amendment No. 2 to Transfer Agency Agreement. (g)

(h)(6)    Form of notification to transfer agent regarding addition of Artisan
          Mid Cap Value Fund.

(i)(1)    Opinion and consent of Godfrey & Kahn, S.C.

(i)(2)    Opinion and consent of Bell, Boyd & Lloyd LLC (g)

(j)       Consent of Independent Accountants. (g)

(k)       None.

(l)       Subscription Agreement between the Registrant and Andrew A. Ziegler
          and Carlene Murphy Ziegler relating to Artisan Small Cap Fund. (a)

(m)       None.

(n)       Multiple Class Plan pursuant to Rule 18f-3 for Artisan International
          Fund and Artisan Mid Cap Fund. (f)

(p)       Artisan Funds, Inc. Code of Ethics for Outside Directors. (f)

(p)(1)    Artisan Funds, Inc., Artisan Partners Limited Partnership, Artisan
          Distributors LLC Code of Ethics and Policy and Procedures to Prevent
          Misuse of Inside Information. (g)

-------------------------------
(a)  Previously filed.  Incorporated by reference to the exhibit of the same
     number filed with post-effective amendment no. 3 to Registrant's
     registration statement, Securities Act file number 33-88316 (the
     "Registration Statement"), filed on November 27, 1995.

(b)  Previously filed.  Incorporated by reference to the exhibit of the same
     number filed with post-effective amendment no. 5 to the Registration
     Statement, filed on January 21, 1997.

(c)  Previously filed.  Incorporated by reference to the exhibit of the same
     number filed with post-effective amendment no. 6 to the Registration
     Statement, filed on April 11, 1997.

<PAGE>                                  C-2

(d)  Previously filed.  Incorporated by reference to the exhibit of the same
     number filed with post-effective amendment no. 7 to the Registration
     Statement, filed on June 6, 1997.

(e)  Previously filed.  Incorporated by reference to the exhibit of the same
     number filed with post-effective amendment no. 10 to the Registration
     Statement, filed on August 31, 1998.

(f)  Previously filed.  Incorporated by reference to the exhibit of the same
     number filed with post-effective amendment no. 12 to the Registration
     Statement, filed on April 28, 2000.

(g)  Previously filed.  Incorporated by reference to the exhibit of the same
     number filed with post-effective amendment no. 13 to the Registration
     Statement, filed on October 31, 2000.


ITEM 24.  Persons Controlled by or Under Common Control With Registrant.

     The Registrant does not consider that there are any persons directly or
indirectly controlling, controlled by, or under common control with, the
Registrant within the meaning of this item.  The information in the statement of
additional information under the caption "Principal Shareholders" is
incorporated herein by reference.

ITEM 25.  Indemnification.

     Article VIII of Registrant's Amended Articles of Incorporation (Exhibits
1.1, 1.2, 1.3, 1.4, 1.5 and 1.6, which are incorporated herein by reference)
provides that the Registrant shall indemnify and advance expenses to its
currently acting and its former directors and officers to the fullest extent
that indemnification of directors and officers is permitted by the Wisconsin
Statutes, and the Board of Directors may by bylaw, resolution or agreement make
further provision for indemnification of directors, officers, employees and
agents to the fullest extent permitted by the Wisconsin Statutes; provided
however, that nothing therein shall be construed to protect any director or
officer of the Registrant against any liability to the Corporation or its
security holders to which he would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence, or reckless disregard of the duties
involved in the conduct of his office.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Securities Act") may be permitted to directors, officers, and
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer, or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

<PAGE>                                  C-3

     The Registrant will not advance attorneys' fees or other expenses incurred
by the person to be indemnified unless the Registrant shall have received an
undertaking by or on behalf of such person to repay the advance unless it is
ultimately determined that such person is entitled to indemnification and one of
the following conditions shall have occurred: (i) such person shall provide
security for his undertaking, (ii) the Registrant shall be insured against
losses arising by reason of any lawful advances, or (iii) a majority of the
disinterested, non-party directors of the Registrant, or an independent legal
counsel in a written opinion, shall have determined that based on a review of
readily available facts there is reason to believe that such person ultimately
will be found entitled to indemnification.

     Registrant and its directors and officers are insured under a policy of
insurance maintained by Registrant, within the limits and subject to the
limitations of the policy, against certain expenses in connection with the
defense of actions, suits or proceedings, and certain liabilities that might be
imposed as a result of such actions, suits or proceedings, to which they are
parties by reason of being or having been such directors or officers.  The
policy expressly excludes coverage for any director or officer whose personal
dishonesty, fraudulent breach of trust, lack of good faith, or intention to
deceive or defraud has been finally adjudicated or may be established or who
willfully fails to act prudently.

ITEM 26.  Business and Other Connections of Investment Adviser.

     The information in the prospectus under the caption "Organization,
Management & Management Fees" and in the statement of additional information
under the caption "Investment Advisory Services" is incorporated herein by
reference.  For a description of other business, profession, vocation or
employment of a substantial nature in which any general partner, managing
general partner, director or officer of Artisan Partners Limited Partnership has
engaged during the last two years for his account or in the capacity of
director, officer, employee, partner or trustee, see the information under the
caption "Directors and Officers" in the statement of additional information.

ITEM 27.  Principal Underwriters.

     (a)  Artisan Distributors LLC acts as principal underwriter for Artisan
Funds.

<PAGE>                                  C-4

(b)          NAME            POSITIONS AND OFFICES      POSITIONS AND OFFICES
                               WITH UNDERWRITER               WITH FUND

Andrew A. Ziegler          Chairman and Principal     Chairman, Director and
                                                      Chief Executive Officer

Michael C. Roos            President and Principal    President

Lawrence A. Totsky         Chief Financial Officer,   Chief Financial Officer,
                           Treasurer and Secretary    Treasurer and Secretary

Carlene Murphy Ziegler     Registered Representative  Director and Vice
                                                      President

Scott C. Satterwhite       Registered Representative  Vice President

Andrew C. Stephens         Registered Representative  Vice President

Mark L. Yockey             Registered Representative  Vice President

Marina T. Carlson          Registered Representative  Vice President

James C. Kieffer           Registered Representative  Vice President

     The principal business address of each officer of Artisan Distributors
     LLC is 1000 North Water Street, Suite 1770, Milwaukee, Wisconsin
     53202.

(c)  There are no commissions or other compensation received from the
     Registrant directly or indirectly, by any principal underwriter who is
     not an affiliated person of the Registrant or an affiliated person of
     an affiliated person.

ITEM 28.  Location of Accounts and Records.

          (1)  State Street Bank & Trust Company
               66 Brooks Drive
               Braintree, MA 02184
               Rule 31a-1(a); Rule 31a-1(b)(1), (2), (3), (5), (6), (7), (8)

          (2)  Artisan Partners Limited Partnership (on its own behalf,
               or on behalf of Artisan Funds, Inc. or Artisan Distributors LLC)
               1000 North Water Street, Suite 1770
               Milwaukee, Wisconsin 53202
               Rule 31a-1(a); Rule 31a-1(b)(4), (9), (10), (11);
               Rule 31a-1(d); Rule 31a-1(f); Rule 31a-2(a);
               Rule 31a-2(c); Rule 31a-2(e)

ITEM 29.  Management Services.

          Not applicable.

ITEM 30.  Undertakings.

          Not applicable.

<PAGE>                                  C-5


                                   SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this amendment to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Milwaukee and State of Wisconsin on November 30, 2000.


                                ARTISAN FUNDS, INC.



                                By /s/ Andrew A. Ziegler
                                   -----------------------
                                        Andrew A. Ziegler
                                        Chief Executive Officer

          Pursuant to the requirements of the Securities Act of 1933, this post-
effective amendment to the registration statement has been signed below by the
following persons in the capacities and on the date indicated.

        Name                 Title                                 Date

/s/ Andrew A. Ziegler        Director, Chairman of
--------------------------   the Board and Chief            )
Andrew A. Ziegler            Executive Officer              )
                             (principal executive           )
                             officer)                       )
                                                            )
/s/ Carlene Murphy Ziegler   Director and                   )
--------------------------   Vice President                 )
Carlene Murphy Ziegler                                      )
                                                            )
/s/ David A. Erne            Director                       )
--------------------------                                  )
David A. Erne                                               ) November 30, 2000
                                                            )
/s/ Thomas R. Hefty          Director                       )
--------------------------                                  )
Thomas R. Hefty                                             )
                                                            )
/s/ Howard B. Witt           Director                       )
--------------------------                                  )
Howard B. Witt                                              )
                                                            )
/s/ Michael C. Roos          President                      )
--------------------------                                  )
Michael C. Roos                                             )

/s/ Lawrence A. Totsky       Chief Financial Officer,       )
--------------------------   Treasurer and Secretary        )
Lawrence A. Totsky           (principal financial and       )
                             accounting officer)            )

<PAGE>

            Index of Exhibits Filed with this Registration Statement
            --------------------------------------------------------

Exhibit
Number    Description

(a)(7)  Articles of Amendment dated November 29, 2000

(d)(5)  Form of Investment Advisory Agreement between the Registrant and Artisan
        Partners Limited Partnership relating to Artisan Mid Cap Value Fund.

(e)(1)  Form of notification to distributor regarding addition of Artisan Mid
        Cap Value Fund

(g)(5)  Form of notification to custodian regarding addition of Artisan Mid Cap
        Value Fund

(h)(6)  Form of notification to transfer agent regarding addition of Artisan Mid
        Cap Value Fund

(i)(1)  Opinion and consent of Godfrey & Kahn, S.C.


<PAGE>




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