Artisan Partners Asset Management Inc. Sample Contracts

ARTISAN PARTNERS HOLDINGS LP $50,000,000 4.53% Senior Notes, Series E, due August 16, 2027 NOTE PURCHASE AGREEMENT
Note Purchase Agreement • June 6th, 2019 • Artisan Partners Asset Management Inc. • Investment advice • New York

ARTISAN PARTNERS HOLDINGS LP, a Delaware limited partnership (the “Company”), agrees with each of the purchasers whose names appear at the end hereof (each, a “Purchaser” and, collectively, the “Purchasers”) as follows:

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ARTISAN FUNDS, INC. ARTISAN MID CAP FUND INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • November 1st, 2012 • Artisan Partners Asset Management Inc. • Investment advice

Artisan Funds, Inc., a Wisconsin corporation registered under the Investment Company Act of 1940 (“1940 Act”) as an open-end diversified management investment company (“Artisan Funds”), and Artisan Partners Limited Partnership, a Delaware limited partnership registered under the Investment Advisers Act of 1940 as an investment adviser (“Artisan Partners”), agree that:

FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ARTISAN PARTNERS HOLDINGS LP, a Delaware Limited Partnership
Artisan Partners Asset Management Inc. • February 25th, 2016 • Investment advice • Delaware

This FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ARTISAN PARTNERS HOLDINGS LP, dated as of November 6, 2013 and effective as of the Effective Time, is by and among Artisan Partners Asset Management Inc., as the General Partner, and the persons identified in the Register as the Class A Common Unit Holders, the Class B Common Unit Holders, the Class D Common Unit Holders, the Class E Common Unit Holders and the Preferred Unit Holders, as Limited Partners. Capitalized terms used herein without definition shall have the meanings assigned thereto on the attached Appendix A.

March 12, 2013
Letter Agreement • February 25th, 2016 • Artisan Partners Asset Management Inc. • Investment advice • Delaware

The purpose of this letter agreement (this “Letter Agreement”) is to memorialize certain terms of your employment with Artisan Partners Limited Partnership (“Artisan”), a Delaware limited partnership and Artisan Asset Management Inc. (“APAM”), a Delaware corporation. This Letter Agreement is effective as of, and contingent upon the occurrence of, the date of the initial public offering of the equity securities of Artisan (the “Effective Date”) and will cease to be effective on the first anniversary of the Effective Date, unless your employment hereunder is terminated earlier per this Letter Agreement (the “Employment Period”).

AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • February 25th, 2016 • Artisan Partners Asset Management Inc. • Investment advice • Delaware

AGREEMENT AND PLAN OF MERGER (the “Agreement”), dated as of March 6, 2013, pursuant to Section 251 of the General Corporation Law of the State of Delaware (the “DGCL”), by and among ARTISAN PARTNERS ASSET MANAGEMENT INC., a Delaware corporation (“Artisan”), H&F BREWER BLOCKER CORP., a Delaware corporation (“H&F Corp”) and H&F BREWER AIV II, L.P., a Delaware limited partnership (“H&F Brewer AIV II”).

AMENDED AND RESTATED RESALE AND REGISTRATION RIGHTS AGREEMENT
Resale and Registration Rights Agreement • February 25th, 2016 • Artisan Partners Asset Management Inc. • Investment advice • Delaware

This AMENDED AND RESTATED RESALE AND REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 6, 2013 and effective as provided in Section 5.01, is by and among Artisan Partners Asset Management Inc., a Delaware corporation (the “Company”), each Stockholder listed on the signature pages to this Agreement and each Stockholder who has executed a Joinder to Resale and Registration Rights Agreement in the form attached hereto as Exhibit A (the “Stockholders”).

ARTISAN PARTNERS FUNDS, INC. SECOND AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 20th, 2019 • Artisan Partners Asset Management Inc. • Investment advice

THIS SECOND AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT (the “Agreement”) is made as of this 12th day of May, 2015 by and between Artisan Partners Funds, Inc., a Wisconsin corporation registered under the Investment Company Act of 1940, as amended (“1940 Act”), as an open-end diversified management investment company (“Artisan Funds”), and Artisan Partners Limited Partnership, a Delaware limited partnership registered under the Investment Advisers Act of 1940, as amended, as an investment adviser (“Artisan Partners”).

Artisan Partners Asset Management Inc. Class A Common Stock ($0.01 par value per share) Underwriting Agreement
Underwriting Agreement • February 24th, 2020 • Artisan Partners Asset Management Inc. • Investment advice • New York

Artisan Partners Asset Management Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 1,802,326 shares (the “Shares”) of Class A common stock, $0.01 par value per share (“Stock”) of the Company. To the extent there are no additional Underwriters listed on Schedule I other than you, the representatives as used herein shall mean you, as Underwriter, and the terms “representatives” and “Underwriters” shall mean either singular or plural as the context requires.

TAX RECEIVABLE AGREEMENT (EXCHANGES)
Tax Receivable Agreement • February 25th, 2016 • Artisan Partners Asset Management Inc. • Investment advice • Delaware

This TAX RECEIVABLE AGREEMENT (EXCHANGES) (“Agreement”), dated as of March 12, 2013 and effective upon the effectiveness of the Partnership Agreement (as defined herein), is hereby entered into by and among Artisan Partners Asset Management Inc., a Delaware corporation (“APAM”), and each LP Unit Holder (as defined below), and each of the successors and assigns thereto.

ARTISAN PARTNERS ASSET MANAGEMENT INC. 2013 OMNIBUS INCENTIVE COMPENSATION PLAN RESTRICTED SHARE AWARD AGREEMENT
Restricted Share Award Agreement • February 21st, 2018 • Artisan Partners Asset Management Inc. • Investment advice • Delaware

This Restricted Share Award Agreement (this “Award Agreement”) sets forth the terms and conditions of the award of shares of Common Stock (the “Restricted Shares”) granted to the recipient specified in Section 2 (the “Grantee”) by Artisan Partners Asset Management Inc., a Delaware corporation (“Artisan”), under the Artisan Partners Asset Management Inc. 2013 Omnibus Incentive Compensation Plan (as amended, supplemented or modified, from time to time, the “Plan”).

EXCHANGE AGREEMENT
Exchange Agreement • February 25th, 2016 • Artisan Partners Asset Management Inc. • Investment advice • Delaware

EXCHANGE AGREEMENT (this “Agreement”), dated as of March 6, 2013, and effective upon the effectiveness of the Partnership Agreement (as defined herein), among Artisan Partners Asset Management Inc., a Delaware corporation (“APAM”), and the LP Unitholders (as defined herein) from time to time party hereto.

ARTISAN PARTNERS ASSET MANAGEMENT INC. 2013 OMNIBUS INCENTIVE COMPENSATION PLAN CAREER RESTRICTED SHARE AWARD AGREEMENT
Career Restricted Share Award Agreement • February 21st, 2018 • Artisan Partners Asset Management Inc. • Investment advice • Delaware

This Career Restricted Share Award Agreement (this “Award Agreement”) sets forth the terms and conditions of the award of shares of Common Stock (the “Restricted Shares”) granted to the recipient specified in Section 2 (the “Grantee”) by Artisan Partners Asset Management Inc., a Delaware corporation (“Artisan”), under the Artisan Partners Asset Management Inc. 2013 Omnibus Incentive Compensation Plan (as amended, supplemented or modified, from time to time, the “Plan”).

ARTISAN PARTNERS FUNDS, INC. SECOND AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • February 27th, 2023 • Artisan Partners Asset Management Inc. • Investment advice

THIS SECOND AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT (the “Agreement”) is made as of this 12th day of May, 2015 by and between Artisan Partners Funds, Inc., a Wisconsin corporation registered under the Investment Company Act of 1940, as amended (“1940 Act”), as an open-end diversified management investment company (“Artisan Funds”), and Artisan Partners Limited Partnership, a Delaware limited partnership registered under the Investment Advisers Act of 1940, as amended, as an investment adviser (“Artisan Partners”).

TAX RECEIVABLE AGREEMENT (MERGER)
Tax Receivable Agreement • February 25th, 2016 • Artisan Partners Asset Management Inc. • Investment advice • Delaware

This TAX RECEIVABLE AGREEMENT (MERGER) (this “Agreement”), dated as of March 6, 2013 and effective upon the effectiveness of the Merger (as defined herein), is hereby entered into by and among Artisan Partners Asset Management Inc., a Delaware corporation (“APAM”), H&F Brewer AIV II, L.P., a Delaware limited partnership (“H&F Brewer”), and each of the successors and assigns thereto.

ARTISAN PARTNERS ASSET MANAGEMENT INC. RESTRICTED SHARE UNIT AWARD AGREEMENT
Restricted Share Unit Award Agreement • February 22nd, 2024 • Artisan Partners Asset Management Inc. • Investment advice • Delaware

This Restricted Share Unit Award Agreement (this “Award Agreement”) sets forth the terms and conditions of the award of restricted share units (the “RSUs”) granted to the recipient specified in Section 2 (the “Grantee”) by Artisan Partners Asset Management Inc., a Delaware corporation (“Artisan”), under the Artisan Partners Asset Management Inc. 2023 Non-Employee Director Plan (as amended, supplemented or modified, from time to time, the “Plan”). Each RSU constitutes an unfunded and unsecured promise of Artisan to deliver (or cause to be delivered) to the Grantee a share of Common Stock of Artisan (a “Share”) on the Delivery Date (as defined below).

Artisan Partners Asset Management Inc. Class A Common Stock ($0.01 par value per share) Underwriting Agreement
Underwriting Agreement • March 1st, 2021 • Artisan Partners Asset Management Inc. • Investment advice • New York

Artisan Partners Asset Management Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 963,614 shares of Class A common stock, $0.01 par value per share (“Stock”) of the Company and the stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) propose, subject to the terms and conditions stated in this Agreement, to sell to the Underwriters an aggregate of 146,466 shares of Stock. The aggregate of 1,110,080 shares to be sold by the Company and the Selling Stockholders is herein called the “Shares”. To the extent there are no additional Underwriters listed on Schedule I other than you, the representatives as used herein shall mean you, as Underwriter, and the terms “representatives” and “Underwriters” shall mean either singular or plural as the context requires.

Form of INDEMNIFICATION AGREEMENT
Indemnification Agreement • February 14th, 2013 • Artisan Partners Asset Management Inc. • Investment advice • Delaware

This INDEMNIFICATION AGREEMENT is made this day of , 2013 (this “Agreement”) by and between Artisan Partners Asset Management Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).

AMENDED AND RESTATED FIVE-YEAR REVOLVING CREDIT AGREEMENT Dated as of August 16, 2017 among ARTISAN PARTNERS HOLDINGS LP, THE LENDERS NAMED HEREIN, CITIBANK, N.A., as Administrative Agent,
Five-Year Revolving Credit Agreement • August 18th, 2017 • Artisan Partners Asset Management Inc. • Investment advice • New York

AMENDED AND RESTATED FIVE-YEAR REVOLVING CREDIT AGREEMENT dated as of August 16, 2017 (this “Agreement”), among ARTISAN PARTNERS HOLDINGS LP, a Delaware limited partnership (the “Borrower”), the lenders party hereto (the “Lenders”) and CITIBANK, N.A., as Administrative Agent for the Lenders (in such capacity, the “Agent”).

Artisan Partners Holdings LP $90,000,000 3.10% Senior Notes, Series F, due August 16, 2032 Note Purchase Agreement Dated as of December 7, 2021
Artisan Partners Asset Management Inc. • December 7th, 2021 • Investment advice • New York

Artisan Partners Holdings LP, a Delaware limited partnership (the “Company”), agrees with each of the purchasers whose names appear at the end hereof (each, a “Purchaser” and, collectively, the “Purchasers”) as follows:

STOCKHOLDERS AGREEMENT among ARTISAN PARTNERS ASSET MANAGEMENT INC., ARTISAN INVESTMENT CORPORATION, and THE STOCKHOLDERS NAMED HEREIN Dated as of March 12, 2013
Stockholders Agreement • February 25th, 2016 • Artisan Partners Asset Management Inc. • Investment advice • Delaware

This STOCKHOLDERS AGREEMENT, dated as of March 12, 2013 (this “Agreement”), is entered into among Artisan Partners Asset Management Inc., a Delaware corporation (“APAM”), Artisan Investment Corporation, a Delaware corporation (“AIC”), each Person listed on Schedule A, as such Schedule A may be amended from time to time in accordance with the terms of this Agreement (each such Person, together with AIC, a “Covered Person”), executing this Agreement or a joinder (“Joinder A”) substantially in the form attached as Exhibit A, and each Person listed on Schedule B, as such Schedule B may be amended from time to time in accordance with the terms of this Agreement (each such Person, a “Designating Stockholder”), executing this Agreement or a joinder (“Joinder B”, and together with Joinder A, the “Joinders”) substantially in the form attached as Exhibit B.

ARTISAN PARTNERS HOLDINGS LP RESTATED CLASS B COMMON UNITS GRANT AGREEMENT
Common Units Grant Agreement • February 25th, 2016 • Artisan Partners Asset Management Inc. • Investment advice • Delaware

This Restated Grant Agreement, dated as of the 12th day of March, 2013 (this “Agreement”), and effective upon the effectiveness of the Amended Partnership Agreement (as defined herein), is between «ExecFirst» «ExecMiddle» «ExecLast» (the “Executive”) and Artisan Partners Holdings LP, a Delaware limited partnership (the “Partnership”). Capitalized terms used in this Agreement and not otherwise defined herein are defined in Section 6.1 of this Agreement.

ARTISAN PARTNERS ASSET MANAGEMENT INC. 2013 OMNIBUS INCENTIVE COMPENSATION PLAN RESTRICTED SHARE AWARD AGREEMENT
Restricted Share Award Agreement • February 25th, 2016 • Artisan Partners Asset Management Inc. • Investment advice • Delaware

This Restricted Share Award Agreement (this “Award Agreement”) sets forth the terms and conditions of the award of shares of Common Stock (the “Restricted Shares”) granted to the recipient specified in Section 2 (the “Grantee”) by Artisan Partners Asset Management Inc., a Delaware corporation (“Artisan”), under the Artisan Partners Asset Management Inc. 2013 Omnibus Incentive Compensation Plan (as amended, supplemented or modified, from time to time, the “Plan”).

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PARTNERSHIP CONTINGENT VALUE RIGHTS AGREEMENT
Partnership Contingent Value Rights Agreement • February 25th, 2013 • Artisan Partners Asset Management Inc. • Investment advice • Delaware

This PARTNERSHIP CONTINGENT VALUE RIGHTS AGREEMENT (this “Agreement”), dated as of , 2013, and effective upon the effectiveness of the Partnership Agreement (as defined herein), is by and among Artisan Partners Holdings LP, a Delaware limited partnership (“Holdings”), Artisan Partners Asset Management, Inc., a Delaware corporation (“APAM”), and the Holders (as defined below) from time to time.

INDEMNIFICATION PRIORITY AGREEMENT
Indemnification Priority Agreement • February 25th, 2016 • Artisan Partners Asset Management Inc. • Investment advice • Delaware

This INDEMNIFICATION PRIORITY AGREEMENT is dated as of March 12, 2013 (this “Agreement”) and is between Artisan Partners Asset Management Inc., a Delaware corporation (together with its subsidiaries, the “Company”), and _________ (“Indemnitee”).

ARTISAN FUNDS, INC. INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • November 1st, 2012 • Artisan Partners Asset Management Inc. • Investment advice

Artisan Funds, Inc., a Wisconsin corporation registered under the Investment Company Act of 1940 (“1940 Act”) as an open-end diversified management investment company (“Artisan Funds”), and Artisan Partners Limited Partnership, a Delaware limited partnership registered under the Investment Advisers Act of 1940 as an investment adviser (“Artisan Partners”), agree that:

PARTNERSHIP CONTINGENT VALUE RIGHTS AGREEMENT
Partnership Contingent Value Rights Agreement • February 25th, 2016 • Artisan Partners Asset Management Inc. • Investment advice • Delaware

This PARTNERSHIP CONTINGENT VALUE RIGHTS AGREEMENT (this “Agreement”), dated as of March 6, 2013, and effective upon the effectiveness of the Partnership Agreement (as defined herein), is by and among Artisan Partners Holdings LP, a Delaware limited partnership (“Holdings”), Artisan Partners Asset Management, Inc., a Delaware corporation (“APAM”), and the Holders (as defined below) from time to time.

PUBLIC COMPANY CONTINGENT VALUE RIGHTS AGREEMENT
Public Company Contingent Value Rights Agreement • February 25th, 2013 • Artisan Partners Asset Management Inc. • Investment advice • Delaware

This PUBLIC COMPANY CONTINGENT VALUE RIGHTS AGREEMENT (this “Agreement”), dated as of , 2013, and effective upon the effectiveness of the Partnership Agreement (as defined herein), is by and among Artisan Partners Asset Management Inc., a Delaware corporation (the “Company”), and the Holders (as defined below) from time to time.

PUBLIC COMPANY CONTINGENT VALUE RIGHTS AGREEMENT
Public Company Contingent Value Rights Agreement • February 25th, 2016 • Artisan Partners Asset Management Inc. • Investment advice • Delaware

This PUBLIC COMPANY CONTINGENT VALUE RIGHTS AGREEMENT (this “Agreement”), dated as of March 6, 2013, and effective upon the effectiveness of the Partnership Agreement (as defined herein), is by and among Artisan Partners Asset Management Inc., a Delaware corporation (the “Company”), and the Holders (as defined below) from time to time.

PARTNERSHIP UNIT PURCHASE AGREEMENT
Partnership Unit Purchase Agreement • February 25th, 2016 • Artisan Partners Asset Management Inc. • Investment advice • Delaware

PARTNERSHIP UNIT PURCHASE AGREEMENT (the “Agreement”), dated as of the latest date set forth on the signature page hereto, between Artisan Partners Asset Management Inc. (“APAM”) and the limited partner of Artisan Partners Holdings LP (“Holdings”) listed on the signature page hereto (“you”).

FORM OF AMENDED AND RESTATED RESALE AND REGISTRATION RIGHTS AGREEMENT dated as of among ARTISAN PARTNERS ASSET MANAGEMENT INC. and THE STOCKHOLDERS PARTY HERETO
Resale and Registration Rights Agreement • October 16th, 2013 • Artisan Partners Asset Management Inc. • Investment advice • Delaware

This AMENDED AND RESTATED RESALE AND REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 2013 and effective as provided in Section 5.01, is by and among Artisan Partners Asset Management Inc., a Delaware corporation (the “Company”), each Stockholder listed on the signature pages to this Agreement, each Stockholder listed on Schedule B hereto and each Stockholder who has executed a Joinder to Resale and Registration Rights Agreement in the form attached hereto as Exhibit A (the “Stockholders”).

FIRST AMENDMENT TO TAX RECEIVABLE AGREEMENT (EXCHANGES)
Tax Receivable Agreement • February 22nd, 2024 • Artisan Partners Asset Management Inc. • Investment advice

This First Amendment (this “First Amendment”) to the Tax Receivable Agreement (the “Agreement”), dated as of March 12, 2013, by and among Artisan Partners Asset Management Inc., a Delaware corporation (“APAM”) and each holder of LP Units or assignee of a holder of such LP Units (the “TRA Beneficiaries”), is made and entered into by and among APAM and each TRA Beneficiary listed on Schedule 1 as of August 17, 2023 (the “Effective Date”). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the Agreement.

UNIT AND SHARE PURCHASE AGREEMENT
Unit and Share Purchase Agreement • October 16th, 2013 • Artisan Partners Asset Management Inc. • Investment advice • Delaware

UNIT AND SHARE PURCHASE AGREEMENT (the “Agreement”), dated as of October 15, 2013, between (i) Artisan Partners Asset Management Inc. (“APAM”), a Delaware corporation, and (ii) H&F Brewer AIV, L.P., Hellman & Friedman Capital Associates V, L.P. (each, a “Selling Preferred Unit Holder”) and H&F Brewer AIV II, L.P. (the “Selling Preferred Stockholder”, and together with the Selling Preferred Unit Holders, the “H&F Funds”).

FORM OF FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ARTISAN PARTNERS HOLDINGS LP, a Delaware Limited Partnership
Artisan Partners Asset Management Inc. • February 14th, 2013 • Investment advice • Delaware

This FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ARTISAN PARTNERS HOLDINGS LP, dated as of , 2013 and effective as of the Effective Time, is by and among Artisan Partners Asset Management Inc., as the General Partner, and the persons identified in the Register as the Class A Common Unit Holders, the Class B Common Unit Holders, the Class D Common Unit Holders and the Preferred Unit Holders, as Limited Partners. Capitalized terms used herein without definition shall have the meanings assigned thereto on the attached Appendix A.

FORM OF PARTNERSHIP UNIT PURCHASE AGREEMENT
Form of Partnership Unit Purchase Agreement • January 29th, 2014 • Artisan Partners Asset Management Inc. • Investment advice • Delaware

PARTNERSHIP UNIT PURCHASE AGREEMENT (the “Agreement”), dated as of the latest date set forth on the signature page hereto, between Artisan Partners Asset Management Inc. (“APAM”) and the limited partner of Artisan Partners Holdings LP (“Holdings”) listed on the signature page hereto (“you”).

Artisan Partners Asset Management Inc. Class A Common Stock ($0.01 par value per share) Form of Underwriting Agreement
Artisan Partners Asset Management Inc. • March 3rd, 2014 • Investment advice • New York

Artisan Partners Asset Management Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of shares (the “Firm Shares”) and, at the election of the Underwriters, up to additional shares (the “Optional Shares”) of Class A common stock, $0.01 par value per share (“Stock”) of the Company (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).

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