ARTISAN PARTNERS FUNDS, INC.
AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
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"), in consideration of the mutual covenants herein contained,
agree that:
1. Engagement of Artisan Partners.
(a) Artisan Partners shall manage the investment and reinvestment of the
assets of each series of Artisan Funds listed on Schedule A hereto (each a
"Fund" and together "the Funds"), as may be amended from time to time, subject
to such policies as the board of directors of Artisan Funds (the "board") may
determine, for the period and on the terms set forth in this Amended and
Restated Investment Advisory Agreement (the "Agreement"). Artisan Partners
shall give due consideration to the investment policies and restrictions and
the other statements concerning the Funds in Artisan Funds' articles of
incorporation, bylaws, and registration statements under the 1940 Act and the
Securities Act of 1933 ("1933 Act") and to the provisions of the Internal
Revenue Code applicable to each Fund as a regulated investment company. Artisan
Partners shall be deemed for all purposes to be an independent contractor and
not an agent of Artisan Funds or any Fund, and unless otherwise expressly
provided or authorized, shall have no authority to act for or represent Artisan
Funds or any Fund in any way.
(b) Artisan Partners is authorized to make the decisions to buy and sell
portfolio investments, to place each Fund's portfolio transactions with broker-
dealers, and to negotiate the terms of such transactions, including brokerage
commissions on brokerage transactions, on behalf of such Fund.
Artisan Partners' primary consideration in effecting a security or other
transaction for a Fund will be to obtain best execution for the Fund, taking
into account all factors Artisan Partners deems relevant, including, by way of
example, price, the size of the transaction, the nature of the market for the
security, the amount of the commission, the timing of the transaction taking
into account market prices and trends, the reputation, experience and financial
stability of the broker-dealer involved and the quality of service rendered by
the broker-dealer in other transactions. Subject to such policies as the
board may determine and consistent with Section 28(e) of the Securities Exchange
Act of 1934, as amended, Artisan Partners shall not be deemed to have acted
unlawfully or to have breached any duty created by this Agreement or otherwise
solely by reason of its having caused any Fund to pay a broker-dealer, acting
as agent, for effecting a portfolio transaction an amount of commission in
excess of the amount of commission another broker-dealer would have charged
for effecting that transaction if Artisan Partners determines in good faith
that such amount of commission was reasonable in relation to the value of the
brokerage and research services provided by such broker-dealer, viewed in
terms of either that particular transaction or Artisan Partners' overall
responsibilities with respect to such Fund and to other clients as to which
it exercises investment discretion, and in so doing shall not be required to
make any reduction in its investment advisory fees.
(c) Artisan Partners may, from time to time, delegate to one or more
sub-advisers (each a "Sub-adviser") any of Artisan Partners' duties under this
Agreement with respect to any Fund. Any such Sub-adviser shall have all of the
rights and powers of Artisan Partners as set forth in this Agreement and as
specifically delegated to it by Artisan Partners with respect to such Fund;
provided (i) that Artisan Partners must (A) oversee the provision of delegated
services and (B) bear any additional costs for the services provided by any
Sub-adviser and (ii) that no such delegation will relieve Artisan Partners of
any of its obligations under this Agreement; and provided further, that the
retention (or termination) of any Sub-adviser shall be approved in advance by
(i) the board in conformity with the requirements of the 1940 Act, and (ii)
the shareholders of the Fund if required under any applicable provisions of
the 1940 Act and the rules and regulations under the 1940 Act, subject to any
applicable guidance or interpretation of the Securities and Exchange Commission
or its staff. Artisan Partners will review, monitor and report to the board
regarding the performance and investment procedures of any Sub-adviser. A
Sub-adviser may be an affiliate of Artisan Partners.
Artisan Partners represents that it will notify Artisan Funds of any
change in the membership of Artisan Partners within a reasonable time after
any such change, to the extent required by Section 205(a)(3) of the Advisers
Act.
2. Expenses to be Paid by Artisan Partners. Artisan Partners shall
furnish to Artisan Funds, at its own expense, office space and all necessary
office facilities, equipment and personnel for managing each Fund. Artisan
Partners shall also assume and pay all other expenses incurred by it in
connection with managing the assets of each Fund; all expenses of marketing
shares of each Fund to the extent that such expenses exceed amounts paid under
any plan of distribution of shares pursuant to Section 12(b) of the 1940 Act;
all expenses of placement of securities orders and related bookkeeping; and
such portion of all fees, dues and other expenses related to membership of
Artisan Funds in any trade association or other investment company organization
as may be determined by the board from time to time. Artisan Partners shall
not be obligated to pay any expenses of or for any Fund not expressly assumed
by Artisan Partners herein.
3. Expenses to be Paid by Artisan Funds. Artisan Funds shall pay
all expenses of its operation not specifically assumed by Artisan Partners,
including, but not limited to, all charges of depositories, custodians and other
agencies for the safekeeping and servicing of its cash, securities and other
property and of its transfer agents and registrars and its dividend disbursing
and redemption agents, if any; all expenses associated with daily price
computations, including pricing services used in the valuation of securities;
all charges of legal counsel and of independent accountants; all compensation
of directors other than those affiliated with Artisan Partners and all expenses
incurred in connection with their services to Artisan Funds; all costs of
borrowing money; all expenses of publication of notices and reports to its
shareholders and to governmental bodies or regulatory agencies; all expenses of
proxy solicitations of the Funds or of the board; all expenses of shareholder
meetings; all expenses of typesetting of the Funds' prospectuses and of printing
and mailing copies of the prospectuses furnished to each then-existing
shareholder or beneficial owner; all taxes and fees payable to federal, state
or other governmental agencies, domestic or foreign; all stamp or other taxes;
all expenses of printing and mailing certificates for shares of the Funds; all
expenses of bond and insurance coverage required by law or deemed advisable by
the board; all expenses of qualifying and maintaining qualification of shares
of the Funds under the securities laws of such United States and non-United
States jurisdictions as Artisan Funds may from time to time reasonably
designate; all expenses of maintaining the registration of Artisan Funds under
the 1933 Act and the 1940 Act; and such portion of all fees, dues and other
expenses related to membership of Artisan Funds in any trade association or
other investment company organization as may be determined by the board from
time to time. In addition to the payment of expenses, the Funds also shall pay
all brokers' commissions and other charges relating to the purchase and sale
of portfolio securities for the Funds. Any expenses borne by Artisan Funds
that are attributable solely to the operation or business of any particular
Fund shall be paid solely out of such Fund's assets. Any expenses borne by
Artisan Funds that are not solely attributable to any particular Fund shall be
apportioned in such manner as Artisan Partners determines is fair and
appropriate, or as otherwise specified by the board.
4. Compensation of Artisan Partners. For the services to be
rendered and the charges and expenses to be assumed and to be paid by Artisan
Partners hereunder, each Fund shall pay to Artisan Partners a monthly fee at
the annual rate set forth in Schedule A hereto based on such Fund's average
daily net assets. If Artisan Partners shall serve for less than the whole of
a month, the foregoing compensation shall be prorated.
5. Services of Artisan Partners Not Exclusive. The services of
Artisan Partners (and any person controlled by or under common control with
Artisan Partners) to Artisan Funds hereunder are not to be deemed exclusive,
and Artisan Partners (and any person controlled by or under common control with
Artisan Partners) shall be free to render similar services to others so long as
its services under this Agreement are not impaired by such other activities.
6. Services Other Than as Investment Adviser. Artisan Partners
(or an affiliate of Artisan Partners) may act as broker for any Fund in
connection with the purchase or sale of securities by or to such Fund if and to
the extent permitted by procedures adopted from time to time by the board.
Such brokerage services are not within the scope of the duties of Artisan
Partners under this Agreement, and, within the limits permitted by law and the
board, Artisan Partners (or an affiliate of Artisan Partners) may receive
brokerage commissions, fees or other remuneration from such Fund for such
services in addition to its fee for services as an investment adviser pursuant
to this Agreement. Within the limits permitted by law, Artisan Partners may
receive compensation from any Fund for other services performed by it for such
Fund which are not within the scope of the duties of Artisan Partners under
this Agreement.
7. Limitation of Liability of Artisan Partners. Artisan Partners
shall not be liable to Artisan Funds or its shareholders for any loss suffered
by Artisan Funds or its shareholders from or as a consequence of any act or
omission of Artisan Partners, or of any of the partners, employees or agents of
Artisan Partners, in connection with or pursuant to this 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 by reason of reckless
disregard by Artisan Partners of its obligations and duties under this
Agreement.
8. Duration and Renewal. This Agreement is effective upon its
execution. Unless terminated as provided in Section 9 of this Agreement, this
Agreement shall continue in effect through June 30, 2015, and thereafter from
year to year only so long as such continuance is specifically approved at least
annually (a) by a majority of those directors who are not interested persons of
Artisan Funds or of Artisan Partners, voting in person at a meeting called for
the purpose of voting on such approval, and (b) by either the board or vote of
the holders of a "majority of the outstanding shares of the Fund"; provided,
however, that if the continuance of this Agreement is submitted to the
shareholders of a Fund for their approval and such shareholders fail to approve
such continuance of this Agreement as provided herein, Artisan Partners may
continue to serve hereunder as investment adviser to such Fund in a manner
consistent with the 1940 Act and the rules and regulations under the 1940 Act,
subject to any applicable guidance or interpretation of the Securities and
Exchange Commission or its staff.
9. Termination. This Agreement may be terminated as to any Fund
at any time, without payment of any penalty, by the board or by vote of the
holders of a majority of the outstanding shares of such Fund, upon 60 days'
written notice, delivered or mailed by registered mail, postage prepaid, to
Artisan Partners. This Agreement may be terminated as to any Fund by Artisan
Partners at any time, without payment of any penalty, upon 60 days' written
notice, delivered or mailed by registered mail, postage prepaid, to Artisan
Funds. This Agreement shall terminate automatically, without payment of any
penalty, in the event of its assignment, provided that no delegation of
responsibilities by Artisan Partners pursuant to Section 1(c) of this Agreement
shall be deemed to constitute an assignment. The termination of this Agreement
with respect to any one Fund shall not be deemed to terminate this Agreement
with respect to any other Fund.
10. Amendment. This Agreement may not be amended orally, but only
by an instrument in writing signed by the party against which enforcement of
the amendment is sought. No amendment to this Agreement shall become effective
until approved in a manner consistent with the 1940 Act, the rules and
regulations thereunder and any applicable guidance or interpretation of the
Securities and Exchange Commission or its staff.
11. Definitions.
For the purposes of this Agreement, the term "a majority of the
outstanding shares of the Fund" will be construed in accordance with the
definition of "vote of a majority of the outstanding voting securities of a
company" in Section 2(a)(42) of the 0000 Xxx.
For the purposes of this Agreement, the terms "affiliated person,"
"control," "interested person" and "assignment" have their respective meanings
defined in the 1940 Act, subject, however, to the rules and regulations under
the 1940 Act and any applicable guidance or interpretation of the Securities
and Exchange Commission or its staff; the term "approve at least annually" will
be construed in a manner consistent with the 1940 Act and the rules and
regulations under the 1940 Act and any applicable guidance or interpretation of
the Securities and Exchange Commission or its staff; and the term "brokerage
and research services" has the meaning given in the Securities Exchange Act
of 1934, as amended, and the rules and regulations thereunder and under any
applicable guidance or interpretation of the Securities and Exchange Commission
or its staff.
Dated: March 12, 2014
IN WITNESS WHEREOF, ARTISAN PARTNERS FUNDS, INC. and ARTISAN PARTNERS LIMITED
PARTNERSHIP have each caused this agreement to be signed on its behalf by its
duly authorized representative, all as of the date above.
Artisan Partners Funds, Inc.
By: /s/ Xxxxx X. Xxxxxxx
Artisan Partners Limited Partnership
By: /s/ Xxxxx x. Xxxxxxx
Schedule A
Fund Annual Rate of Fee Asset Base
---- ------------------ ----------
Emerging Markets Fund 1.050% up to $1 billion
1.025% $1 billion up to $2 billion
1.000% $2 billion up to $3.5 billion
0.975% $3.5 billion up to $5 billion
0.950% over $5 billion
Global Equity Fund 1.000% up to $1 billion
0.975% $1 billion up to $4 billion
0.950% $4 billion up to $8 billion
0.925% $8 billion up to $12 billion
0.900% over $12 billion
Global Opportunities Fund 0.900% up to $1 billion
0.875% $1 billion up to $4 billion
0.850% $4 billion up to $8 billion
0.825% $8 billion up to $12 billion
0.800% over $12 billion
Global Small Cap Fund 1.000% All assets
Global Value Fund 1.000% up to $1 billion
0.975% $1 billion up to $4 billion
0.950% $4 billion up to $8 billion
0.925% $8 billion up to $12 billion
0.900% over $12 billion
High Income Fund 0.725% up to $1 billion
0.700% $1 billion up to $2 billion
0.675% $2 billion up to $3.5 billion
0.650% $3.5 billion up to $10 billion
0.625% over $10 billion
International Fund 1.000% up to $500 million
0.975% $500 million up to $750 million
0.950% $750 million up to $1 billion
0.925% $1 billion up to $12 billion
0.900% over $12 billion
International Small Cap Fund 1.250% All assets
International Value Fund 1.000% up to $500 million
0.975% $500 million up to $750 million
0.950% $750 million up to $1 billion
0.925% over $1 billion
Mid Cap Fund 1.000% up to $500 million
0.975% $500 million up to $750 million
0.950% $750 million up to $1 billion
0.925% over $1 billion
Mid Cap Value Fund 1.000% up to $500 million
0.975% $500 million up to $750 million
0.950% $750 million up to $1 billion
0.925% over $1 billion
Small Cap Fund 1.000% up to $500 million
0.975% $500 million up to $750 million
0.950% $750 million up to $1 billion
0.925% over $1 billion
Small Cap Value Fund 1.000% up to $500 million
0.975% $500 million up to $750 million
0.950% $750 million up to $1 billion
0.925% over $1 billion
Value Fund 0.800% up to $50 million
0.760% $50 million up to $ 100 million
0.720% $100 million up to $500 million
0.680% $500 million up to $7.5 billion
0.640% over $7.5 billion
