ARTISAN PARTNERS FUNDS, INC.
ARTISAN GLOBAL SMALL CAP FUND
INVESTMENT ADVISORY AGREEMENT
Artisan Partners 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 Global Small Cap 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 and
other instruments 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 is authorized to appoint one or
more qualified sub-advisers (each a "Sub-adviser") to assist
in the performance of this agreement. Any such Sub-
adviser shall have all of the rights and powers of Artisan
Partners set forth in this agreement with respect to the
Fund; provided, that the Fund shall not pay any additional
compensation for the services provided by any Sub-adviser
and Artisan Partners shall be as fully responsible to the
Fund for the acts and omissions of the Sub-adviser as it is
for its own acts and omissions; and provided further, that
the retention (or termination) of any Sub-adviser shall be
approved in advance by (i) the board of directors of Artisan
Funds 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. Artisan Partners
will review, monitor and report to the board of directors of
Artisan Funds 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.
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 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 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.
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 an investment adviser pursuant to this
Agreement. 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 9, this agreement shall continue in
effect until November 30, 2014, 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 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 orally, but only by an instrument in writing signed
by the party against which enforcement of the amendment
is sought. If shareholder approval of an amendment is
required under the 1940 Act, no such amendment shall
become effective until approved by a vote of (a) 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)
the holders of a majority of the outstanding shares of the
Fund. Otherwise, a written amendment of this Agreement
is subject to the approval of the affirmative vote 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.
Dated: February 12, 2013
Artisan Partners Funds, Inc.
By:/s/ Xxxxx X. Xxxxxxx
Artisan Partners Limited Partnership
By: Artisan Investments GP LLC
its General Partner
By: /s/ Xxxxx X. Xxxxxxx
