Exh. (d)(7)
ARTISAN FUNDS, INC.
ARTISAN INTERNATIONAL VALUE FUND
INVESTMENT ADVISORY AGREEMENT
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:
1. ENGAGEMENT OF ARTISAN PARTNERS. Artisan Partners shall manage the
investment and reinvestment of the assets of Artisan International Value Fund, a
series of Artisan Funds ("the Fund"), subject to the supervision of the board of
directors of Artisan Funds, for the period and on the terms set forth in this
agreement. Artisan Partners shall give due consideration to the investment
policies and restrictions and the other statements concerning the Fund 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 the 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 the Fund, and unless
otherwise expressly provided or authorized, shall have no authority to act or
represent Artisan Funds or the Fund in any way.
Artisan Partners is authorized to make the decisions to buy and sell
securities, options and futures contracts for the Fund, to place the Fund's
portfolio transactions with broker-dealers, and to negotiate the terms of such
transactions including brokerage commissions on brokerage transactions, on
behalf of the Fund. Artisan Partners is authorized to exercise discretion within
the Fund's policy concerning allocation of its portfolio brokerage, as permitted
by law, including but not limited to section 28(e) of the Securities Exchange
Act of 1934, and in so doing shall not be required to make any reduction in its
investment advisory fees.
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.
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 that portion of Artisan Funds'
business relating to the Fund. Artisan Partners shall also assume and pay all
other expenses incurred by it in connection with managing the assets of the
Fund, all expenses of marketing shares of the Fund, all expenses of placement of
securities orders and related bookkeeping and one-half of all fees, dues and
other expenses allocated to the Fund and related to membership of Artisan Funds
in any trade association or other investment company organization.
3. EXPENSES TO BE PAID BY ARTISAN FUNDS. Artisan Funds shall pay 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 in determination of daily price computations; 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 Fund
or of the board of directors of Artisan Funds; all expenses of shareholder
meetings; all expenses of typesetting of the Fund's 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 Fund;
all expenses of bond and insurance coverage required by law or deemed advisable
by Artisan Funds' board of directors; all expenses of qualifying and maintaining
qualification of shares of the Fund under the securities laws of such 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 one-half of all fees, dues and other expenses
allocated to the Fund and related to membership of Artisan Funds in any trade
association or other investment company organization. In addition to the payment
of expenses, the Fund also shall pay all brokers' commissions and other charges
relating to the purchase and sale of portfolio securities for the Fund. Any
expenses borne by Artisan Funds that are attributable solely to the operation or
business of the Fund shall be paid solely out of the Fund's assets. Any expense
borne by Artisan Funds that is not solely attributable to the Fund, nor solely
to any other series of shares of Artisan Funds, if applicable, shall be
apportioned in such manner as Artisan Partners determines is fair and
appropriate, or as otherwise specified by the board of directors of Artisan
Funds.
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, the Fund shall pay to Artisan Partners a monthly fee at the annual
rate of 1.00% of the Fund's average daily net assets up to $500 million, 0.975%
of average daily net assets from $500 million to $750 million, 0.950% of average
daily net assets from $750 million to $1 billion and 0.925% of average daily net
assets in excess of $1 billion.
5. SERVICES OF ARTISAN PARTNERS NOT EXCLUSIVE. The services of Artisan
Partners to the Fund hereunder are not to be deemed exclusive, and 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 the Fund in connection with
the purchase or sale of securities by or to the Fund if and to the extent
permitted by procedures adopted from time to time by the board of directors of
Artisan Funds. 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 of directors of Artisan Funds, Artisan Partners (or an affiliate
of Artisan Partners) may receive brokerage commissions, fees or other
remuneration from the Fund for such services in addition to its fee for services
as Artisan Partners. Within the limits permitted by law, Artisan Partners may
receive compensation from the Fund for other services performed by it for the
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. Unless terminated as provided in Section 10, this
agreement shall continue in effect until October 31, 2003, 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 of directors
of Artisan Funds or vote of
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the holders of a "majority of the outstanding shares of the Fund" (which term as
used throughout this agreement shall 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 1940 Act).
9. TERMINATION. This agreement may be terminated at any time, without
payment of any penalty, by the board of directors of Artisan Funds, or by a vote
of the holders of a majority of the outstanding shares of the Fund, upon 60
days' written notice to Artisan Partners. This agreement may be terminated by
Artisan Partners at any time upon 60 days' written notice to Artisan Funds. This
agreement shall terminate automatically in the event of its assignment (as
defined in Section 2(a)(4) of the 1940 Act).
10. AMENDMENT. This agreement may not be amended without the affirmative
vote (a) of a majority of those directors who are not "interested persons" (as
defined in section 2(a)(19) of the 1940 Act) of Artisan Funds or of Artisan
Partners, voting in person at a meeting called for the purpose of voting on such
approval, and (b) of the holders of a majority of the outstanding shares of the
Fund.
Dated: August 9, 2002
ARTISAN FUNDS, INC.
By: /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
Chief Executive Officer
ARTISAN PARTNERS LIMITED
PARTNERSHIP
By: Artisan Investment Corporation
Its general partner
By: /s/ Xxxxxx X. Xxxxxxx
-----------------------------
Xxxxxx X. Xxxxxxx
President
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