485APOS

As filed with the Securities and Exchange Commission on June 18, 2008

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. 40	x
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940	x
AMENDMENT NO. 42	x

Artisan Funds, Inc.

(Registrant)

875 East Wisconsin Avenue, Suite 800

Milwaukee, Wisconsin 53202

Telephone Number: (414) 390-6100

Janet D. Olsen	Bruce A. Rosenblum
Artisan Funds, Inc.	Bell, Boyd & Lloyd LLP
875 East Wisconsin Avenue, Suite 800	1615 L Street N.W., Suite 1200
Milwaukee, Wisconsin 53202	Washington, D.C. 20036
(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)

¨ 75 days after filing pursuant to rule 485(a)(2)

x on September 2, 2008 pursuant to rule 485(a)(2)

EXPLANATORY NOTE

This Post-Effective Amendment No. 40 to the Registration Statement contains a Prospectus and Statement of Additional Information describing Artisan Opportunistic Growth Fund, a new series of the Registrant. This Post-Effective Amendment to the Registration Statement is organized as follows: (a) Prospectus relating to Artisan Opportunistic Growth Fund; (b) Statement of Additional Information relating to Artisan Opportunistic Growth Fund; (c) Part C Information relating to all series of the Registrant. The Prospectuses and Statements of Additional Information for the other series of the Registrant included in Post-Effective Amendment Nos. 37 and 39 to the Registration Statement are not affected hereby.

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 and 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.

Subject to completion, dated June 18, 2008

ARTISAN FUNDS, INC.

INVESTOR SHARES

ARTISAN FUNDS, INC.

ARTISAN OPPORTUNISTIC GROWTH FUND ([        ])

INVESTOR SHARES

PROSPECTUS

SEPTEMBER 2, 2008

Artisan Opportunistic Growth 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 fees) that are deducted from Fund assets.

Be sure to read this prospectus before you invest, and please keep it on file for future reference. This prospectus presents important information about Artisan Opportunistic Growth 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 800.344.1770 and an Artisan Funds representative will assist you. You also may obtain more information about Artisan Opportunistic Growth Fund at www.artisanfunds.com.

The Securities and Exchange Commission has not approved or disapproved any of the Fund’s shares or determined whether this prospectus is truthful or complete. Anyone who tells you otherwise is committing a crime.

Artisan Funds, Inc. • P.O. Box 8412 • Boston, MA 02266-8412

TABLE OF CONTENTS

GOAL & PROCESS	2
PRINCIPAL RISKS YOU SHOULD CONSIDER	4
PERFORMANCE	5
FEES & EXPENSES	6
ORGANIZATION, MANAGEMENT & MANAGEMENT FEES	7
Portfolio Managers	7
Management Fees	8
INVESTING WITH ARTISAN FUNDS	8
Minimum Investments	8
Who Can Invest in the Fund?	8
Select the Account That’s Right for You	9
Share Price	9
BUYING SHARES	11
Important Information About Opening an Account	11
How to Open an Account	11
How to Add to an Account	12
Telephone Exchange Plan	13
Automatic Investment Plan (AIP)	13
Purchases – General Information	14
REDEEMING SHARES	15
How to Redeem Shares	15
Redemptions – General Information	17
Signature Guarantees	18
Evidence of Authority	19
SHAREHOLDER & ACCOUNT PROCEDURES	19
Minimum Balances	19
Address Changes	19
Statements and Reports	20
E-Delivery of Documents	21
OTHER INFORMATION	21
Authorized Agents/Fund Intermediaries	21
Anti-Money Laundering Compliance	22
Inappropriate Trading	23
Portfolio Security Holdings Disclosure	25
DIVIDENDS, CAPITAL GAINS & TAXES	25
Distribution Options	25
Taxes	26
FINANCIAL HIGHLIGHTS	28
GLOSSARY	29

ARTISAN OPPORTUNISTIC GROWTH FUND

GOAL & PROCESS

GOAL

Artisan Opportunistic Growth Fund seeks maximum long-term capital growth. The Fund may change this goal without the approval of shareholders.

INVESTMENT PROCESS

Artisan uses a bottom-up investment process to construct a diversified portfolio of growth companies across a broad capitalization range. The Fund’s investment process focuses on two distinct areas – security selection and capital allocation.

Security Selection

Artisan’s investment process attempts to identify companies that possess franchise characteristics that are selling at attractive valuations and benefiting from an accelerating trend.

• Franchise characteristics. These are characteristics that Artisan believes help to protect a company’s stream of cash flow from the effects of competition. Artisan looks for companies with at least two of the following characteristics: low cost production capability, possession of a proprietary asset, dominant market share, or a defensible brand name.

• Attractive valuations. Through its own fundamental research, Artisan estimates the amount a buyer would pay to buy the entire company (the company’s “intrinsic value” or “private market value”) and considers whether to purchase a stock if it sells at a discount to that estimate.

• Accelerating trend. The Fund tries to invest in companies that are well positioned for long-term growth, at an early enough stage in their profit cycle to benefit from the increased cash flows produced by the profit cycle. Companies that Artisan believes are well positioned for long-term growth typically have predictable streams of cash flow through real growth in demand for their products or services and appear to be well positioned to take advantage of opportunities in their markets.

Capital Allocation: Garden, Crop, Harvest^® Investing

The second element of the Fund’s investment process is capital allocation. Artisan divides the portfolio into three parts:

• Garden^SM investing is where the investment process usually begins. Garden investments generally are smaller positions in companies that Artisan believes have a good franchise, attractive valuation and accelerating earnings, but that are at too early a stage in their profit cycle to be confident the investment will be successful.

• Crop^SM investments form the segment of the portfolio intended to hold the companies that are moving into the strongest part of their profit cycles.

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Through a detailed investment analysis, Artisan determines what it believes is necessary for a company to continue to generate positive earnings. When a company begins to perform consistently with Artisan’s expectations, Artisan generally will increase the Fund’s position in that company and move the stock from Garden investments into Crop investments.

• When a company’s profit cycle begins to decelerate, or a stock is approaching Artisan’s estimate of its intrinsic value, Artisan moves the stock into Harvest^SM investments, and reduces the size of the position.

The Fund primarily invests in common stocks and other equity securities of U.S. and non-U.S. companies. The Fund may invest up to 25% of its net assets at market value at the time of purchase in common stocks and other equity securities of non-U.S. companies (including depositary receipts) traded on U.S. or non-U.S. exchanges. The Fund’s investments in non-U.S. securities may include investments in both developed and emerging markets.

The Fund invests in U.S. companies with market capitalizations of at least $3 billion at the time of initial purchase, although the Fund may invest in a U.S. company with a lower market capitalization if it already holds a position in that company. There is no restriction on the size of the non-U.S. companies in which the Fund may invest.

The maximum investment in any single industry is 25% of the Fund’s net assets at market value at the time of purchase. As to 75% of its total assets, the Fund limits the size of its investments so that it invests no more than 5% of its assets in securities of a single issuer, measured at the time of purchase. In the rest of the Fund’s portfolio, the Fund may take larger positions, but will not invest more than 10% of its total assets, at the time of purchase, in the securities of a single issuer. The Fund tries to maintain a cash position of no more than 15% of its net assets, although cash flows, including from shareholder investments and redemptions and purchases and sales of portfolio securities, may cause the Fund’s cash position to be larger or smaller. Investment of available cash may be slowed during periods when stock prices are moving broadly upwards because higher prevailing valuations cause fewer securities to meet the Fund’s investment criteria. As a result of this emphasis on valuation and the Fund’s opportunistic investment strategy, the Fund may at times hold more than 15% of its net assets in cash.

The Fund may buy or sell foreign currencies to facilitate transactions in portfolio securities of non-U.S. companies. The Fund usually does not hedge against possible variations in exchange rates, other than in connection with transactions, but exposure to a particular currency that Artisan believes is overvalued may be hedged if the Fund has a substantial position in securities traded in that currency. The Fund may buy and sell currencies for cash at current exchange rates, or using an agreement to purchase or sell a specified currency at a specified future date or within a specified time period, at a price set at the time of the contract.

The Fund may sell a stock when Artisan thinks the stock is approaching full valuation, changing circumstances affect the original reasons for its purchase, the company exhibits deteriorating fundamentals, or more attractive opportunities are identified.

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PRINCIPAL RISKS YOU SHOULD CONSIDER

Like all mutual funds that invest primarily in stocks, the Fund takes investment risks and it is possible for you to lose money by investing in the Fund. 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. An investment in the Fund is not a bank deposit, and is not insured or guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any other government agency.

The principal risks that apply to the Fund include:

• Stock Market Risks. The Fund invests primarily in common stocks and other equity securities. Over time, common stocks and other equity securities have shown greater growth than other types of securities. In the short-term, however, stock prices fluctuate widely in response to company, market, economic or other news.

• Growth Investing Risks. Growth stocks may fall out of favor with investors and underperform other asset types during given periods. A company may never achieve the earnings growth Artisan anticipated.

• Foreign Investing Risks. Foreign stocks as an asset class may underperform U.S. stocks, and foreign stocks may be more volatile than U.S. stocks. Risks relating to investments in foreign securities (including, but not limited to depositary receipts) include: currency exchange rate fluctuation; less available public information about the issuers of securities; less stringent regulatory standards; lack of uniform accounting, auditing and financial reporting standards; and country risks including less liquidity, high inflation rates, unfavorable economic practices and political instability.

• Risks of Emphasizing a Region, Sector or Industry. If the Fund has invested a higher percentage of its total assets in a particular region, sector or industry, changes affecting that region, sector or industry may have a significant impact on the performance of the Fund’s overall portfolio.

• Emerging Markets Risks. The risks of foreign investments typically are greater in emerging markets. For example, political and economic structures in these less developed countries may be new and changing rapidly, which may cause instability and greater risk of loss. Their securities markets may be less developed, more volatile and less liquid than securities markets of developed countries. Emerging market countries are also more likely to experience high levels of inflation, deflation or currency devaluations, which could hurt their economies and securities markets. Certain emerging markets also may face other significant internal or external risks, including a heightened risk of war and ethnic, religious and racial conflicts. In addition, governments in many emerging market countries participate to a significant degree in their economies and securities markets, which may impair investment and economic growth of companies in those markets.

• Currency Risks. Foreign securities usually are denominated and traded in foreign currencies, while the Fund values its assets in U.S. dollars. The

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exchange rates between foreign currencies and the U.S. dollar fluctuate daily. As a result, the values of the Fund’s non-U.S. investments will be affected favorably or unfavorably by changes in currency exchange rates relative to the U.S. dollar. On occasion, the Fund may (but is not required to) try to hedge against the risk of loss resulting from currency fluctuation. There can be no guarantee that any hedging activity will be undertaken or, if undertaken, will be successful. Hedging activity or use of forward foreign currency contracts may reduce the risk of loss from currency revaluations, but also may reduce or limit the opportunity for gain.

• Risks of Investing in IPOs. The Fund may participate in the initial public offering (IPO) market. When the Fund is small, IPOs may greatly increase the Fund’s total return. But, as the Fund grows larger, the Fund is unlikely to achieve the same level of total return from IPOs. Investing in IPOs is risky and the prices of stocks purchased in IPOs tend to fluctuate more widely than stocks of companies that have been publicly traded for a longer period of time.

• Impact of Actions by Other Shareholders. The Fund, like all mutual funds, pools the investments of many investors. Actions by one investor or multiple investors may have an impact on the Fund and on other investors. For example, significant levels of new investments may cause the Fund to have more cash than would otherwise be the case, which might have a positive or negative impact on Fund performance. Similarly, redemption activity might cause the Fund to sell portfolio securities or borrow money, which might generate a capital gain or loss or cause the Fund to incur costs that, in effect, would be borne by all shareholders, not just those investors who redeemed. Shareholder purchase and redemption activity may also affect the per share amount of the Fund’s distributions of its net income and net realized gains, if any, thereby increasing or reducing the tax burden on the Fund’s shareholders subject to income tax who receive Fund distributions.

PERFORMANCE

Performance information has not been presented because the Fund has not been in existence for a full calendar year as of the date of this prospectus.

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FEES & EXPENSES

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):

Fees
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):

Expenses
Management Fees	0.90%
Distribution (12b-1) Fees	None
Other Expenses	0.76%	1
Annual Fund Operating Expenses	1.66%	2

¹ Because the Fund is new, the amount shown for “Other Expenses” is based on estimated amounts for the current fiscal year.

² Artisan Partners has voluntarily undertaken to reimburse the Fund for any ordinary operating expenses in excess of 1.50% of its average daily net assets, annually. Artisan Partners or the Fund may terminate this undertaking at any time. In addition, the outside directors of Artisan Funds have waived that portion of their fees allocable to the Fund until September 30, 2009. The amounts that Artisan Partners would reimburse the Fund and the waived directors’ fees have not been deducted from the total annual Fund operating expenses shown in the table above. Giving effect to Artisan Partners’ undertaking to limit the Fund’s expenses and the waiver of the directors’ fees, the estimated total annual fund operating expenses would be 1.49%.

Example. The 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. The 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.¹

Time Period
1 year	$169
3 years	523

¹ Giving effect to Artisan Partners’ voluntary undertaking to limit the Fund’s expenses and the waiver of the directors’ fees, the estimated cost of investing in the Fund would be:

Time Period
1 year	$153
3 years	474

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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 Artisan Funds’ board of directors. Artisan Partners was organized in 1994 and, as of [August [    ], 2008], managed approximately $[        ] billion for Artisan Funds and other institutional clients. Artisan Partners is a limited partnership managed by its general partner, Artisan Investment Corporation. Its principal address is Artisan Partners Limited Partnership, 875 East Wisconsin Avenue, Suite 800, Milwaukee, Wisconsin, 53202-5402.

PORTFOLIO MANAGERS

The Fund is co-managed by Andrew C. Stephens and James D. Hamel, CFA. Shayne M. John serves as Associate Portfolio Manager of the Fund. As portfolio managers of the Fund, Messrs. Stephens, Hamel and John are responsible for management of the Fund as well as other Artisan Partners client portfolios.

Mr. Stephens is a Managing Director of Artisan Partners. He has been Portfolio Manager of Artisan Opportunistic Growth Fund since its inception in [September 2008] and Artisan Partners’ opportunistic growth strategy since February 2007. Mr. Stephens joined Artisan Partners in March 1997 and has been Portfolio Manager of Artisan Mid Cap Fund and Artisan Partners’ mid-cap growth strategy since the inception of each in 1997. Mr. Stephens holds a B.S. degree in Economics from the University of Wisconsin – Madison.

Mr. Hamel is a Managing Director of Artisan Partners. He has been Portfolio Manager of Artisan Opportunistic Growth Fund since its inception in [September 2008] and Artisan Partners’ opportunistic growth strategy since its inception in February 2007. He has been Portfolio Manager of Artisan Mid Cap Fund and Artisan Partners’ mid-cap growth strategy since 2006. Prior to becoming co-manager in 2006, Mr. Hamel had been Associate Portfolio Manager of Artisan Mid Cap Fund and Artisan Partners’ mid-cap growth strategy since 2001. Mr. Hamel holds a B.S. degree in Finance from the University of Minnesota – Minneapolis.

Mr. John joined Artisan Partners in May 2007. He has been Associate Portfolio Manager of Artisan Opportunistic Growth Fund since its inception in [September 2008] and Artisan Partners’ opportunistic growth strategy since May 2007. Mr. John has been Associate Portfolio Manager of Artisan Mid Cap Fund and Artisan Partners’ mid-cap growth strategy since May 2007. Prior to joining Artisan Partners, Mr. John was a portfolio manager for NCM Capital Management Group Inc.’s mid-cap growth separate account portfolios. Mr. John holds a B.B.A. degree in Business Administration and Economics from Coe College and an M.S. degree in Financial Management from the University of London.

The statement of additional information (SAI) provides additional information about the portfolio managers’ compensation, other accounts managed by the portfolio managers and the portfolio managers’ ownership of Fund shares.

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ORGANIZATION, MANAGEMENT & MANAGEMENT FEES (CONTINUED)

MANAGEMENT FEES

The Fund pays a management fee to Artisan Partners for serving as its investment adviser and providing administrative services. The annual fee is determined as a percentage of average daily net assets and is paid at an annual rate of: 0.900% for assets up to $1 billion; 0.875% for assets from $1 billion up to $4 billion; 0.850% for assets from $4 billion up to $8 billion; 0.825% for assets from $8 billion up to $12 billion; and 0.800% for assets over $12 billion.

The management fee and other expenses related to the Fund’s operations are reflected in its net asset value.

A discussion regarding the basis for the initial approval by the board of directors of the investment advisory contract for the Fund will be available in Artisan Funds’ annual report to shareholders for the fiscal year ending September 30, 2008.

INVESTING WITH ARTISAN FUNDS

MINIMUM INVESTMENTS

To open an account	$1,000	*
To add to an account	$50	*
Minimum balance required	$1,000	*

* The Fund will waive the initial minimum of $1,000 if you invest through the Automatic Investment Plan. See “Buying Shares – Automatic Investment Plan (AIP).” The Fund’s initial minimum or subsequent investment requirements may not apply to investments held in omnibus accounts or other accounts held through intermediaries, although the intermediary maintaining such an account may impose its own minimum investment requirements. See “Other Information – Authorized Agents/Fund Intermediaries.”

WHO CAN INVEST IN THE FUND?

In general, to invest in the Fund, you must be an adult U.S. citizen or resident or a U.S. entity with a U.S. tax identification (social security or employer identification) number. You may not place transactions in your account for the benefit of any person other than yourself (except for a transfer of shares to another account). If the Fund determines that the registered owner of an account has permitted another person or entity who is not the registered or beneficial owner of the account to hold shares through that account, the Fund may reject future purchases in that account and any related accounts.

As of the date of this prospectus, shares of the Fund are qualified for sale only in the U.S. and its territories and possessions. The Fund generally does not sell shares to investors residing outside the U.S., even if they are U.S. citizens or lawful permanent residents, except to investors with U.S. military APO or FPO addresses.

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SELECT THE ACCOUNT THAT’S RIGHT FOR YOU

You can open the following types of accounts with the Fund:

• Individual or Joint Ownership – Individual accounts are owned by one person. Joint accounts can have two or more owners.

• Uniform Gift or Transfer to a Minor (UGMA, UTMA) – 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 or she reaches the age of majority.

• Individual or Marital Trust.

• Trust for an Established Employee Benefit or Profit-Sharing Plan.

• Business or Organization – This type of account is for a corporation, association, partnership or similar institution.

• Retirement Account – This type of account includes traditional individual retirement accounts (IRAs), Roth IRAs, rollover IRAs, simplified employee pension plans (SEP-IRAs), SIMPLE IRAs, Keogh plans, profit sharing and money purchase plans, 403(b) plans and 401(k) plans.

• Coverdell Education Savings Account (ESAs) – ESAs provide a tax-favored vehicle through which educational expenses can be funded on behalf of the individual for whom the account is established.

Financial intermediaries must contact the Fund for approval before opening an omnibus account.

SHARE PRICE

The Fund is open for business every day the New York Stock Exchange (NYSE) is open for regular session trading. Shares are not priced on days when the NYSE is closed. The Fund buys and sells its shares each day the NYSE is open, at the net asset value (NAV) per share next calculated after your purchase or redemption order is received and accepted by the Fund or its authorized agent.

The Fund’s NAV per share is the value of a single share. It is computed by totaling the value of the Fund’s investments, cash and other assets, subtracting the value of the Fund’s liabilities, then dividing the result by the number of shares outstanding. For purpose of calculating the NAV, securities transactions and shareholder transactions are accounted for no later than one business day after the trade date. The NAV is computed daily as of the NYSE closing time – usually 4:00 p.m. Eastern Time, but sometimes earlier.

In determining the Fund’s NAV, each equity security traded on a securities exchange, including the Nasdaq Stock Market, and over-the-counter securities are valued at the closing price as of the time of valuation on the exchange or market designated by the Fund’s accounting agent or pricing vendor as the principal exchange (each, a “principal exchange”). The closing price provided by the pricing vendor for a principal exchange may differ from the price quoted elsewhere and may represent information such as last sales price, an official

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INVESTING WITH ARTISAN FUNDS

(CONTINUED)

closing price, a closing auction price or other information, depending on exchange or market convention. Absent closing price information for a security from the principal exchange as of the time of valuation, the security is valued using (i) the closing price on another exchange on which the security is traded (if such price is available from a pricing vendor) or (ii) the most recent bid quotation on the principal exchange, or, if such bid is not available, from another exchange or in the over-the-counter market, except that securities listed on the London Stock Exchange are valued at the mean of the most recent bid and asked quotations as of the time of valuation.

Debt securities maturing in more than 60 days from the valuation date and traded on a securities exchange shall be valued at the last reported sale price as of the time of valuation on the exchange on which the security is principally traded. Exchange-traded debt securities for which no reported sale price is available on the date of valuation, U.S. Government securities and other debt securities maturing in more than 60 days shall be valued at closing bid prices. Each money market security and debt security having a maturity of 60 days or less from the valuation date shall be valued at amortized cost (or amortized value on the 61st day before maturity if held on that day), which approximates market value.

Securities for which prices are not readily available are valued by Artisan Funds’ valuation committee at a fair value determined in good faith under procedures established by and under the general supervision of Artisan Funds’ board of directors. A price determined under Artisan Funds’ valuation procedures will be considered not readily available, and the Fund may therefore use fair value pricing, if, among other things, the valuation committee believes that the value of the security might have been materially affected by events occurring after the close of the market in which the security was principally traded but before the time for determination of NAV (“subsequent event”). A subsequent event might include a company-specific development (for example, announcement of a merger that is made after the close of the foreign market), a development that might affect an entire market or region (for example, imposition of foreign exchange controls by a foreign government), a potentially global development (such as a terrorist attack that may be expected to have an impact on investor expectations worldwide) or a significant change in one or more U.S. securities indexes. The Fund monitors for subsequent events using several tools, including the use of a third party research service to assist in determining estimates of fair values for foreign securities. That service utilizes statistical data based on historical performance of securities, markets and other data in developing factors used to estimate a fair value. An indication by any of those tools of a potential material change in the value of securities results in either a meeting of the valuation committee, which considers whether a subsequent event has occurred and whether local market closing prices continue to represent fair values for potentially affected non-U.S. securities, and/or a valuation based on the information provided by the third party research service.

10

When fair value pricing is employed, the value of a portfolio security used by the Fund to calculate its NAV may differ from quoted or published prices for the same security. Estimates of fair value utilized by the Fund as described above may differ from the value realized on the sale of those securities and the differences may be material to the NAV of the Fund. Values of foreign securities are translated from local currencies into U.S. dollars using current exchange rates.

The Fund has the ability to invest in securities principally traded outside the U.S. The foreign markets in which the Fund may invest are sometimes open on days when the NYSE is not open and the Fund does not calculate its NAVs, and sometimes are not open on days when the Fund does calculate its NAVs. Even on days on which both the foreign market and the NYSE are open, several hours may pass between the time when trading in the foreign market closes and the time as of which the Fund calculates its NAVs. That is generally the case for markets in Europe, Asia, Australia and other far eastern markets; the regular closing time of foreign markets in North and South America is generally the same as the closing time of the NYSE and the time as of which the Fund calculates its NAVs. So, the value of the Fund’s portfolio may be affected on days when the Fund does not calculate its NAV and you cannot purchase or redeem Fund shares.

BUYING SHARES

IMPORTANT INFORMATION ABOUT OPENING AN ACCOUNT

Federal law requires all financial institutions, including mutual funds, to obtain, verify and record information that identifies each person who opens an account. Consequently, when you open an Artisan Funds account, you will be asked to provide certain identifying information on your account application. If you fail to provide the appropriate information to the Fund, the Fund may try to contact you to obtain the necessary information. For more information, see “Other Information—Anti-Money Laundering Compliance.”

HOW TO OPEN AN ACCOUNT

BY MAIL – Complete and sign a new account application. Mail the application, along with your check for $1,000 or more to the address listed below (use the address that matches the delivery mechanism you are using – regular mail or overnight delivery). All checks must be made payable to “Artisan Funds” or to “Artisan Opportunistic Growth Fund.” Artisan Funds will not accept cash, money orders, travelers checks, credit card payments, credit card checks, third-party checks, starter checks or checks drawn on non-U.S. financial institutions.

For regular mail delivery:	For overnight delivery:
Artisan Funds, Inc. c/o Boston Financial Data Services P. O. Box 8412 Boston, MA 02266-8412	Artisan Funds, Inc. c/o Boston Financial Data Services 30 Dan Road Canton, MA 02021-2809 800.344.1770

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BUYING SHARES (CONTINUED)

All investment checks must be delivered to one of the addresses above. Artisan Funds and Artisan Distributors LLC do not accept shareholder investment checks at their corporate offices; checks received at those offices will be forwarded to Boston Financial, the Fund’s transfer agent, and purchases will not be effective until the order is received and accepted by Boston Financial.

BY EXCHANGE – You may open a new account by telephone by calling 800.344.1770 with an exchange of $1,000 or more from your identically registered account in another of the Artisan Funds. See “ – Telephone Exchange Plan.” A purchase by exchange is priced at the NAV next calculated after your call; the redemption may be subject to a redemption fee. See “Redeeming Shares – Redemption Fee.”

BY WIRE – Please call 800.344.1770 for instructions on opening an account by wire. Your financial institution may charge you a fee to send (or receive) funds by wire. Wire transfers from a bank outside the U.S. will not be accepted. A purchase by wire is priced at the NAV next calculated after Boston Financial receives your wire.

BY AUTOMATIC INVESTMENT PLAN (AIP) – Complete and sign the account application, including the AIP section. See “– Automatic Investment Plan (AIP).”

HOW TO ADD TO AN ACCOUNT

BY MAIL – Mail your check for $50 or more to one of the addresses listed below (use the address that matches the delivery mechanism you are using – regular mail or overnight delivery) along with the additional investment form at the bottom of your account statement or a letter indicating the amount of the purchase, your account number and the name in which your account is registered. All checks must be made payable to “Artisan Funds” or to “Artisan Opportunistic Growth Fund.” Please print your account number on your check. Artisan Funds will not accept cash, money orders, travelers checks, credit card payments, credit card checks, third-party checks, starter checks or checks drawn on non-U.S. financial institutions.

For regular mail delivery:	For overnight delivery:
Artisan Funds, Inc. c/o Boston Financial Data Services P. O. Box 8412 Boston, MA 02266-8412	Artisan Funds, Inc. c/o Boston Financial Data Services 30 Dan Road Canton, MA 02021-2809 800.344.1770

BY TELEPHONE – The telephone purchase option enables you to add from $50 to $25,000 to your account by telephone. You may elect the telephone purchase option on your application or by completing the shareholder options form after your account has been opened. A telephone purchase with funds to be drawn from your bank account is generally effective on the business day after

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your call, if you call before the time as of which the Fund calculates its NAV, or on the second business day after your call if you call after the time as of which the Fund’s NAV has been calculated for the day. See “Investing with Artisan Funds – Share Price.” Your financial institution may impose a fee for wire or electronic funds transfer.

BY EXCHANGE – You may exchange between identically registered accounts by telephone. Telephone exchanges are subject to a minimum exchange of $50 and other limits. See “– Telephone Exchange Plan.”

BY WIRE – Please call 800.344.1770 for instructions on adding to an account by wire. A purchase by wire is priced at the NAV next calculated after Boston Financial receives your wire.

BY AIP – To add AIP to your existing Artisan Fund account, please call 800.344.1770 or visit www.artisanfunds.com for a shareholder options form. Your financial institution may charge you a fee for electronic transfers of funds. See “ – Automatic Investment Plan (AIP)” for more information.

TELEPHONE EXCHANGE PLAN

You may open a new account by exchange of $1,000 or more from your identically registered account in another of the Artisan Funds. You also may transfer investments between already existing identically registered accounts by exchanging at least $50.

Telephone exchanges are subject to these restrictions:

• If you wish to exchange between Artisan Funds, both accounts must be registered in the same name, with the same address and taxpayer identification (social security or employer identification) number.

• Your exchange will be processed on the business day on which you call if you call before the time as of which the Fund calculates its NAV, or on the next business day after your call if you call after the time as of which the Fund’s NAV has been calculated for the day. See “Investing with Artisan Funds – Share Price.”

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

• If you use the telephone exchange plan more than four times in any rolling twelve-month period, Artisan Funds may terminate your access to the plan. Exchanges conducted through an omnibus account are not subject to this limitation because Artisan Funds may not be able to identify the underlying investors, but may be subject to restrictions imposed by the financial intermediary.

AUTOMATIC INVESTMENT PLAN (AIP)

The AIP allows you to make regular, systematic investments into the Fund. You purchase shares by transferring money from your designated checking or savings account directly into your Fund account. Simply designate your

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BUYING SHARES (CONTINUED)

monthly investment amount (the monthly minimum is $50) and the day (between the 3rd and the 28th) you want the transfer to take place. If you do not select a day, the withdrawal from your account will be made on the 15th of the month. If a withdrawal date falls on a weekend or holiday, your payment will be transferred from your bank account on the business day prior to the date you selected. Artisan Funds will not be responsible for non-sufficient funds fees. If your AIP does not clear, your purchase will be cancelled. You will be liable for any resulting losses or fees the Fund or its transfer agent incurs. If your purchase through the AIP fails to clear on two consecutive occasions, the Fund will terminate your AIP.

If you choose the AIP when you open your account, the minimum initial investment will be waived. However, your shares may be redeemed and your account closed if you discontinue the AIP before your account reaches the minimum initial investment size. See “Shareholder & Account Procedures – Minimum Balances.” To change an AIP, please notify us at least 14 days prior to the next scheduled investment date. For complete instructions on changing an AIP, please visit www.artisanfunds.com or contact a customer service representative at 800.344.1770.

PURCHASES – GENERAL INFORMATION

• Your purchases must be in U.S. dollars.

• 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.

• You may not change or cancel a purchase request after you have mailed or otherwise transmitted it.

• An order typically is accepted when the Fund or its authorized agent has received a completed application or appropriate instruction along with the intended investment, if applicable, and any other required documentation.

• Purchase checks greater than $50,000 that are post-dated or have a partial date or no date will be rejected. If the purchase check is less than $50,000, it will not be held for processing on the designated date, but will be processed upon acceptance.

• The Fund reserves the right to reject any purchase order deemed inappropriate or not in the best interest of existing Fund shareholders, to limit exchanges or to take such other actions as the Fund deems appropriate. For example, the Fund may reject an order that appears so large that it would disrupt management of the Fund or an order from someone ineligible to invest. The Fund also may reject orders as described below under “Other Information – Anti-Money Laundering Compliance” and “Other Information – Inappropriate Trading.” The Fund and its transfer agent will not be responsible for any loss, liability, cost or expense resulting from rejecting any purchase order.

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• A holiday, weekend or other interruption can affect the normal processing of an investment.

• The Fund may terminate your ability to make automatic investments and telephone purchases if an item is not paid by your financial institution on two consecutive occasions.

• To prevent unauthorized transactions in your account, the Fund will take precautions designed to verify that information communicated by telephone is genuine. The Fund and its transfer agent may record a call, request identifying information and send written confirmation of telephone transactions. The Fund and its transfer agent will not be responsible for any loss, liability, cost or expense resulting from acting upon instructions furnished by telephone if we follow reasonable procedures designed to verify the identity of the caller. We recommend that you take precautions to keep confidential your personal information, including your account number and tax identification (social security or employer identification) number. You should verify the accuracy of each telephone transaction as soon as you receive your confirmation statement.

REDEEMING SHARES

You may redeem some or all of your shares on any day that the NYSE is open for regular session trading. Your redemption will be processed on the business day that your order is accepted by the Fund or its authorized agent if it is received before the time as of which the Fund calculates its NAV. If your order is received after the time as of which the Fund calculates its NAV, your order will be processed on the next business day. See “Investing with Artisan Funds – Share Price.” Some redemptions require signature guarantees. See “ – Signature Guarantees.”

HOW TO REDEEM SHARES

BY MAIL

Addresses:

For regular mail delivery:	For overnight delivery:
Artisan Funds, Inc. c/o Boston Financial Data Services P. O. Box 8412 Boston, MA 02266-8412	Artisan Funds, Inc. c/o Boston Financial Data Services 30 Dan Road Canton, MA 02021-2809 800.344.1770

Individual, Joint Owners, Sole Proprietorships, UGMA and UTMA Accounts

To redeem shares in an account other than an IRA or a trust, complete the Non-IRA Redemption Form or mail a letter of instruction including: the Fund’s name; your account number; the dollar amount or number of shares to be sold; and the signature of each owner as it appears on the account. The letter of instruction should be sent to the address shown above (use the address that matches the delivery mechanism you are using – regular mail or overnight delivery).

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REDEEMING SHARES (CONTINUED)

IRA Accounts

To redeem shares in an Artisan Funds IRA account, you must send us a letter of instruction or complete the IRA Distribution Request Form. Call 800.344.1770 or visit www.artisanfunds.com for instructions.

If you are younger than 59 ¹/2, redemptions likely will be subject to income taxes and penalties. After you are 59 ¹/2, redemption proceeds may not be subject to penalties but likely will be subject to income tax.

Trust Accounts

To redeem shares held in the name of a trust, send a letter of instruction to the appropriate address shown above. The letter must be signed by the number of trustees required by the trust’s governing document, a copy of which must be provided to the Fund when the account is established.

All Other Accounts

Call 800.344.1770 for instructions.

BY TELEPHONE

With the telephone redemption option, you can redeem up to $25,000 worth of shares per day by telephone. You automatically have the telephone redemption option unless you decline it on your account application. If you decline this option, but would like to add it at a later date, call 800.344.1770 or visit www.artisanfunds.com for a shareholder options form.

If you redeem shares by telephone, you may choose to have the Fund send payment: (i) by mail to the address of record; (ii) by EFT to a pre-authorized U.S. bank account; or (iii) to your pre-authorized U.S. bank account by wire transfer. Your request to add this option or to change your existing U.S. bank account must be submitted in writing or on a shareholder options form and include a signature guarantee. Your bank may charge you a fee for the incoming wire or incoming EFT; Artisan Funds reserves the right to charge fees for these services in the future. Payment by EFT usually will arrive at your bank two banking days after your redemption is processed. Payment by wire usually is credited to your bank account on the next banking day after your redemption is processed.

BY SYSTEMATIC WITHDRAWALS

This service lets you withdraw a set amount from your account at regular intervals. To be eligible for systematic withdrawal, you must have at least $5,000 in your Artisan Fund account and must withdraw at least $50 per transaction.

If you would like to add this option, please call us at 800.344.1770 or visit www.artisanfunds.com for a shareholder options form. You must use the IRA Distribution Request Form to request systematic withdrawals from your IRA account.

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If you select the systematic withdrawal option, you may choose to have the Fund send payment: (i) by mail to the address of record; (ii) by EFT to a pre-authorized U.S. bank account; or (iii) to your pre-authorized U.S. bank account by wire transfer. In order to receive funds by EFT, you must identify your U.S. bank account on your application, or if you are changing your U.S. bank account or adding this feature after your account is open, on a shareholder options form. Your request to change your U.S. bank account or add options must be submitted in writing and include a signature guarantee. Your bank may charge you a fee for the incoming EFT; Artisan Funds reserves the right to charge fees for these services in the future. Payment by EFT usually will arrive at your bank two banking days after your redemption is processed.

REDEMPTIONS – GENERAL INFORMATION

• Normally, redemption proceeds will be mailed to you within seven days after receipt and acceptance of your redemption request. Redemption proceeds may be withheld or delayed as required by applicable law.

• Subject to applicable law, the Fund may reject your redemption request if:

• the identification information you provided in your account application cannot be verified;

• your identification information matches information on a government list of suspicious persons; or

• the Fund believes that you may be involved in suspicious activity.

• If you recently have made a purchase by check or EFT, the Fund may withhold redemption proceeds until it is reasonably satisfied that it has received good funds. This confirmation process can take up to 15 days.

• You may not change or cancel a redemption request after you have mailed or otherwise transmitted it.

• Redemptions may not be post-dated and cannot be held for processing on a designated date. All redemptions will be processed upon acceptance.

• 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.

• If the Fund sends you a check for a redemption, systematic withdrawal payment or cash distribution that is returned “undeliverable” or remains uncashed for at least six months, the Fund may cancel the check and reinvest the proceeds in your Fund account at the NAV per share on the date of reinvestment and, if applicable, the Fund may (a) cancel your systematic withdrawal payments, honoring redemptions only by request and (b) automatically reinvest your future dividends and capital gains, even if you had elected cash payment. If you hold your investment in an IRA, or other circumstances exist such that reinvesting the proceeds is not in your or the Fund’s best interest, your check will not be cancelled and the Fund may attempt to contact you to obtain further instruction.

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REDEEMING SHARES (CONTINUED)

• 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 for each account owner:

• If you wish to redeem more than $25,000.

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

• If you add/change the beneficiary to whom your account will be transferred upon your death.

• 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 add the telephone redemption option to your existing account.

• If you add/change the U.S. bank account to which the proceeds of any redemption are to be paid by wire or EFT.

• If you transfer the ownership of your account.

• If you wish to redeem shares and have changed the address on your account in writing without signature guarantee, by phone or through www.artisanfunds.com within the last 60 days.

All signature guarantees must use a STAMP2000 Medallion imprint appropriate for the nature and dollar amount of the transaction. Each owner’s signature must be guaranteed separately. For example, a joint account with two owners requires two signature guarantees. Note that a signature guarantee will cover only transactions within a range of designated dollar values. You must be sure that the signature guarantee on your request is appropriate for the dollar value of your transaction. If you are signing on behalf of a corporation, trust, partnership or other entity, you may have to provide evidence of your authority to sign on behalf of such entity to obtain the signature guarantee. A form or transaction request received with an imprint other than an appropriate STAMP2000 Medallion imprint may be rejected. You should be able to obtain a signature guarantee with an appropriate STAMP2000 Medallion imprint from a bank, broker-dealer, securities exchange or association, clearing agency, savings association or credit union if authorized under state law. Please contact your financial institution for its signature guarantee requirements and fees. A notary public cannot provide a signature guarantee.

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EVIDENCE OF AUTHORITY

A transaction request or other executed document submitted by a corporation, trust, partnership or other entity must be accompanied by evidence of authority of the person or persons signing the transaction request or such other document. In the case of a corporation, the transaction request or other document must be signed in the name of the corporation by an officer whose title must be stated, and must be accompanied by a bylaw provision or resolution of the board of directors, certified within 60 days, authorizing the officer to so act. A transaction request or other document from a partnership or a trust must be signed in the name of the partnership or trust by a general partner or a trustee. If the general partner or trustee is not named in the account registration, a transaction request or other document submitted by a partnership or a trust must also include evidence of the general partner’s or trustee’s appointment, such as a certified copy of the relevant portions of the partnership agreement or trust instrument. Under certain circumstances, before transactions can be processed, additional documents may be required in order to verify the authority of the person seeking to effect such transaction. If you have questions about documentation requirements, call us at 800.344.1770.

SHAREHOLDER & ACCOUNT PROCEDURES

MINIMUM BALANCES

The Fund reserves the right to close your account and redeem your shares if the value of your account falls below $1,000. However, before closing a small account, the Fund will notify you and give you at least 30 days to bring your account’s value up to the minimum.

The Fund will waive the $1,000 minimum balance requirement if an account value has declined below $1,000 due solely to investment performance.

If you discontinue an AIP before your account reaches $1,000, that account also may 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.

ADDRESS CHANGES

You may change the address on your account:

• by sending us a request in writing with all owners’ signatures (please note, if you wish to redeem within 60 days after a change of address in writing, each owner’s signature must be guaranteed using a STAMP2000 Medallion imprint appropriate for the nature and dollar amount of the transaction. See “Redeeming Shares – Signature Guarantees”),

• by calling us at 800.344.1770, or

• if you have registered to access your account through www.artisanfunds.com.

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SHAREHOLDER & ACCOUNT PROCEDURES (CONTINUED)

The Fund will send a written confirmation of the change to both your old and new addresses. The Fund will not change your address in response to a U.S. Postal Service notification, but will attempt to contact you at the new address so that you can do so by following the instructions above.

If you change your address in writing without a signature guarantee, by phone or through www.artisanfunds.com, we will not honor any redemption for the following 60 days, unless that redemption is in writing with a signature guarantee. The Fund and its transfer agent will not be responsible for any loss, liability, cost or expense resulting from acting upon address changes given by telephone or through Artisan Funds’ website if we follow reasonable procedures to verify the identity of the caller or website user.

If a piece of mail that we send to you is returned as undeliverable, we will attempt to resend the mail two more times. If it remains undeliverable after those three attempts, we will discontinue all mail to your mailing address of record until you notify us of a new address by one of the previously stated methods.

STATEMENTS AND REPORTS

As a Fund shareholder, you will receive:

• Confirmation statements.

• Quarterly account statements.

• Annual and semiannual reports with financial statements.

• Year-end tax statements.

Transactions made under certain periodic investment and withdrawal programs (including dividend reinvestment plans) will be confirmed on quarterly account statements. We suggest you keep each quarterly and year-end account and tax statements with your other important financial papers. You may need them for tax purposes.

If you need copies of statements, visit www.artisanfunds.com or call 800.344.1770. Copies of this year’s or last year’s statements are free of charge; for earlier years, there is a per statement processing fee (currently $10) for each year for which statements (account or tax) are requested.

We reduce the number of duplicate prospectuses and annual and semiannual reports your household receives by sending only one copy of each to the address 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 within 30 days after receiving your request.

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E-DELIVERY OF DOCUMENTS

If you hold your account directly with Artisan Funds, and you prefer to view Fund documents online rather than receiving paper documents, you may enroll in E-Delivery through www.artisanfunds.com. To enroll in E-Delivery, you will need to provide your social security number or employer identification number and a valid email address. All accounts associated with the social security or employer identification number you provide will be enrolled for E-Delivery.

When a Fund document becomes available, you will receive an email containing a link to that document. If the email we send to you is returned as undeliverable, we will attempt to resend the email two more times. If your email remains undelivered after those three attempts, your E-Delivery enrollment will be discontinued and paper copies of Fund documents will be sent to your mailing address on record. There are risks to electronic delivery of Fund documents, including, but not limited to, delay or failure of delivery due to technical difficulties and other matters beyond the Fund’s control. The Fund has no liability for the failure or disruption of the E-Delivery service due to circumstances beyond our reasonable control.

OTHER INFORMATION

AUTHORIZED AGENTS/FUND INTERMEDIARIES

The Fund may authorize certain financial services companies, broker-dealers, banks or other authorized agents, and in some cases, other organizations designated by an authorized agent (with their designees, collectively “authorized agents”), to accept purchase, exchange and redemption orders on the Fund’s behalf. An order properly received by an authorized agent will be deemed to have been accepted by the Fund. If you buy, exchange or redeem shares through an authorized agent, you will pay or receive the Fund’s NAV per share next calculated after receipt and acceptance of the order by the authorized agent, after giving effect to any transaction charge imposed by the agent.

Some authorized agents do not charge investors a direct transaction fee, but instead charge a fee for accounting and shareholder services that the agent provides to you on the Fund’s behalf. These services may include record keeping, transaction processing for shareholders’ accounts and other services to its clients. This fee may be based on the number of accounts or may be a percentage, currently up to 0.40% annually, of the average value of accounts for which the authorized agent provides services. The Fund pays a portion of this fee, which is intended to compensate the authorized agent for its provision of services of the type that would be provided by the Fund’s transfer agent or other service providers if the shares were registered on the books of the Fund.

Artisan Partners, at its own expense, may pay authorized agents for accounting and shareholder services (to the extent those fees are not paid by the Fund), and for distribution and marketing services performed with respect to the Fund. Such payments may be made for one or more of the following: (1) expenses incurred by authorized agents for their sales activities with respect to the Fund,

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OTHER INFORMATION (CONTINUED)

such as preparing, printing and distributing sales literature and advertising materials and compensating registered representatives or other employees of authorized agents for their sales activities and (2) marketing and promotional services by authorized agents, such as business planning assistance, educating personnel about the Fund and sponsoring sales meetings. A number of factors may be considered in determining the amount of the payments associated with such services, including that authorized agent’s sales, client assets invested in the Fund and redemption rates, the quality of the authorized agent’s relationship with Artisan Partners, and the nature of the services provided by the authorized agent to its clients. Although neither the Fund nor Artisan Partners pays for the Fund to be included in an authorized agent’s “preferred list” or other promotional program, some authorized agents that receive compensation as described above may have such programs in which the Fund may be included. Authorized agents that receive these types of payments may have a conflict of interest in recommending or selling Fund shares rather than other mutual funds, particularly where such payments exceed those associated with other funds.

The Fund reserves the right to waive or reduce the minimum initial or subsequent investment requirements, for any account held through an authorized agent or other Fund intermediary.

ANTI-MONEY LAUNDERING COMPLIANCE

Artisan Funds is required to comply with various anti-money laundering laws and regulations. Federal law requires all financial institutions, including mutual funds, to obtain, verify and record information that identifies each person who opens an account. Consequently, when you open an Artisan Funds account, you must provide certain identifying information on your account application. If you are transferring the ownership of your account, you also will need to provide identification information about the transferee. If you fail to provide the appropriate information to the Fund, the Fund may try to contact you to obtain the necessary information. If you are unable to provide the requested information, the Fund is unable to contact you within the period of time the Fund considers appropriate, or the Fund believes that the nature of the information needed is such that follow-up contact is not appropriate, your application will be rejected and the monies received to establish your account will be returned to you. For some investors and types of accounts, this could have adverse consequences. For example, an IRA holder with a limited amount of time to accomplish a rollover of IRA assets could suffer unfavorable tax consequences as a result of the Fund’s inability to process an application. As a result, it is very important that the application be filled out completely. If you have questions about completing your application, please call 800.344.1770.

After your account is established, the Fund also may take other actions or ask to see other identifying documents to verify your identity. These actions may include checking your identifying information against various databases and requesting identifying documents, such as a driver’s license or other state

22

identification card for an individual or a business license for an entity, to verify your identity. If the Fund is unable to verify your identity from the information you provide, your account will be closed and the redemption proceeds will be paid to you (unless the Fund is required to “freeze” your account as described below). You will receive the share price next calculated after the Fund determines that it is unable to verify your identity (so your redemption proceeds may be more or less than the amount you paid for your shares and the redemption may be a taxable transaction).

If at any time the Fund believes you may be involved in suspicious activity or if your identifying information matches information on government lists of suspicious persons, the Fund may choose not to establish a new account or may be required to “freeze” your account. The Fund also may be required to provide a governmental agency with information about your attempt to establish a new account or about transactions that have occurred in your account.

The Fund also may be required to transfer monies received to establish a new account, transfer an existing account or transfer the proceeds of an existing account to a governmental agency. In some circumstances, the law may not permit the Fund to inform you that it has taken the actions described above.

INAPPROPRIATE TRADING

Artisan Funds attempts to identify investors who appear to engage in trading the Fund considers inappropriate, which may include frequent or short-term trading, and to take reasonable steps to deter such activity. The Fund cannot always identify or reasonably detect frequent, short-term or other inappropriate trading. In particular, it may be difficult to identify frequent, short-term or other inappropriate trading in certain omnibus accounts and other accounts traded through intermediaries (which may include broker-dealers, retirement plan administrators, insurance company separate accounts, bank trust departments or other financial services organizations), some of which may be authorized agents of the Fund. By their nature, omnibus accounts conceal from the Fund the identity of individual investors and their transactions. Artisan Funds complies fully with applicable federal rules requiring it to reach an agreement with each of its intermediaries pursuant to which certain information regarding purchases, redemptions, transfers and exchanges of Fund shares by underlying beneficial owners through intermediary accounts will be provided to the Fund upon request, but there can be no guarantee that all frequent, short-term or other trading activity the Fund may consider inappropriate will be detected, even with such agreements in place. If Artisan Funds is unsuccessful in reaching such an agreement with any intermediary, Artisan Funds will terminate that intermediary’s ability to purchase shares of the Fund for its customers.

Artisan Funds’ board of directors has adopted policies and procedures to address frequent or short-term trading. The Fund attempts to deter frequent or short-term trading through various methods, which include the following:

• exchange limitations as described under “Buying Shares – Telephone Exchange Plan”; and

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OTHER INFORMATION (CONTINUED)

• fair valuation of securities as described under “Investing with Artisan Funds – Share Price.”

The nature of the efforts undertaken and the resulting action by Artisan Funds depends, among other things, on the type of shareholder account. Although the Fund does not limit a shareholder to a certain number of purchases and sales of Fund shares within a specific time period, trading activity is monitored selectively on a daily basis in an effort to detect frequent, short-term or other inappropriate trading. If Artisan Funds believes that an investor has engaged in frequent, short- term or other inappropriate trading, it may reject future purchases of Fund shares in that account or related accounts, or by that investor, with or without prior notice; reject a particular purchase order; limit exchanges among Artisan Funds; and/or refuse to open an account. If inappropriate trading is detected in an account registered in the name of a financial intermediary or plan sponsor, Artisan Funds may request that the intermediary or plan sponsor take action to prevent the particular investor or investors from engaging in that trading.

Rejection of future purchases by a retirement plan because of inappropriate trading activity by one or more plan participants is likely to impose adverse consequences on the plan and on other participants who did not engage in inappropriate trading. To avoid those collateral consequences, for retirement plans, Artisan Funds generally will communicate with the intermediary or plan sponsor and request that the intermediary or plan sponsor take action to cause the inappropriate trading activity to cease. If inappropriate trading activity recurs, Artisan Funds may refuse all future purchases from the plan, including those of plan participants not involved in the inappropriate activity.

A financial intermediary through which you may purchase shares of the Fund may also independently attempt to identify trading it considers inappropriate, which may include frequent or short-term trading, and take steps to deter such activity. In some cases, the intermediary may require the Fund’s consent or direction to undertake those efforts. In other cases, Artisan Funds may elect to allow the intermediary to apply its own policies with respect to inappropriate trading in lieu of seeking to apply Artisan Funds’ policies to shareholders investing in the Fund through such intermediary, based upon Artisan Funds’ conclusion that the intermediary’s policies sufficiently protect shareholders of the Fund. In either case, the Fund may have little or no ability to modify the parameters or limits on trading activity set by the intermediary. As a result, an intermediary may limit or permit trading activity of its customers who invest in Fund shares using standards different from the standards used by the Fund and discussed in this prospectus. The Fund’s ability to impose restrictions on trading activity with respect to accounts traded through a particular intermediary may also vary depending on the system capabilities, applicable contractual and legal restrictions and cooperation of the particular intermediary. If you purchase Fund shares through a financial intermediary, you should contact the intermediary for more information about whether and how restrictions or limitations on trading activity will be applied to your account.

24

The identification of inappropriate trading involves judgments that are inherently subjective and the above actions alone or taken together with the other means by which Artisan Funds seeks to discourage certain types of inappropriate trading (through the use of fair value pricing, for example) cannot eliminate the possibility that inappropriate trading activity in the Fund will occur. Trading activity, appropriate or inappropriate, may affect the Fund and other shareholders. See “Principal Risks You Should Consider.”

PORTFOLIO SECURITY HOLDINGS DISCLOSURE

A complete list of the Fund’s portfolio holdings as of the close of each calendar quarter will be made publicly available on the Fund’s website at www.artisanfunds.com on the 15^th day of the following calendar quarter, or such later date as the Fund may determine. A complete list of portfolio holdings is also included in the reports the Fund files with the Securities and Exchange Commission after the end of each quarter. The Fund may disclose its top ten holdings or an incomplete list of its holdings or discuss one or more portfolio holdings provided that the holdings have been made publicly available on the Fund’s website at least one day prior to disclosure of such information or has been included in a Securities and Exchange Commission filing that is required to include the information. Any such list of holdings or discussion of one or more portfolio holdings will remain available on the Fund’s website at least until the date on which the Fund files a report with the Securities and Exchange Commission that includes a list of portfolio holdings and is for the period that includes the date as of which such information is current. Portfolio holdings information can be found on the Artisan Funds’ website under “Materials” at www.artisanfunds.com/materials_info/view_online.cfm. Further discussion about the Fund’s policies and procedures in connection with the disclosure of portfolio holdings is available in the Fund’s SAI.

DIVIDENDS, CAPITAL GAINS & TAXES

The Fund intends to distribute substantially all of its net income and net realized capital gains to investors at least annually. The Fund’s investment decisions generally are made without regard to tax consequences. As a result, the Fund may be less tax-efficient than other mutual funds that take tax consequences into account in the investment process. The “Performance” section of this prospectus includes information on the Fund’s after-tax returns.

DISTRIBUTION OPTIONS

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

The Fund offers four 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.

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DIVIDENDS, CAPITAL GAINS & TAXES (CONTINUED)

Income-Only Option. We will automatically reinvest your capital gain distributions, but send dividends to you by check or to your predesignated U.S. bank account by EFT.

Capital Gains-Only Option. We will automatically reinvest your dividends, but send capital gain distributions to you by check or to your predesignated U.S. bank account by EFT.

Cash Option. We will send all distributions to you by check or to your predesignated U.S. bank account by EFT.

In IRA accounts, all distributions are automatically reinvested because payments in cash likely would be subject to income tax and penalties. After you are 59 ¹/2 , you may request payment of distributions in cash. Distributions paid in cash, even after you are 59 ¹/2, likely will be subject to income tax.

When you reinvest, the reinvestment price is the Fund’s NAV per share at the close of business on the reinvestment date.

Distribution checks usually will begin to be mailed promptly after the payment date.

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 like an IRA, for example, the following tax discussion does not apply.

When you sign your account application, you must certify that your social security or employer identification number is correct, that you are a U.S. person and that you are not subject to backup withholding for failing to report income to the IRS. If you fail to comply with this procedure, the IRS can require the Fund to withhold a percentage of your taxable distributions and redemptions.

Taxes on Transactions. When you redeem shares, you will experience a capital gain or loss if there is a difference between the basis of your shares (generally, their cost) and the price you receive when you sell them. You may be subject to tax.

Whenever you redeem shares of the Fund, you will receive a confirmation statement showing how many shares you sold and at what price. Shareholders of taxable accounts also may receive a year-end statement every January that reports, among other things, the average cost basis of the shares sold, if that information is available to the Fund. 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 and tax forms; that information will be essential in verifying the amount of your capital gains or losses.

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

26

the U.S., your distributions also may be taxed by the country in which you reside.

Your distributions are taxable in the year 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 of the following year are taxable as if you received them on December 31 of the year declared.

For federal tax purposes, the Fund’s income and short-term capital gain distributions are taxed as ordinary income dividends, except as described below with respect to “qualified dividend income.” 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.

The Jobs and Growth Tax Relief Reconciliation Act of 2003 (the “Act”) reduced the maximum tax rate on long-term capital gains of noncorporate investors from 20% to 15%. The Act also reduced to 15% the maximum tax rate on “qualified dividend income” received by noncorporate shareholders who satisfy certain holding period requirements. In the case of a fund that qualifies as a regulated investment company for tax purposes (which the Fund expects to do), the amount of dividends that may be eligible for the reduced rate may not exceed the amount of aggregate qualifying dividends received by that fund. To the extent the Fund distributes amounts of dividends, including capital gain dividends, that the Fund determines are eligible for the reduced rates, it will identify the relevant amounts in its annual tax information reports to its shareholders. Without further legislative change, the rate reductions enacted by the Act will lapse, and the previous rates will be reinstated, for taxable years beginning on or after January 1, 2011.

A portion of the Fund’s dividends also may be eligible for the dividends-received deduction allowed to corporations. The eligible portion may not exceed the aggregate dividends the Fund receives from U.S. corporations. However, dividends a corporate shareholder receives and deducts pursuant to the dividends-received deduction are subject indirectly to the federal alternative minimum tax.

Every January, the Fund will send you and the IRS a Form 1099 showing the amount of taxable distributions you received (including those reinvested in additional shares) in the previous calendar year, if applicable. Your annual statement will also show your total distributions received for the previous calendar year.

The Fund’s dividends and distributions are distributed to (and are taxable to) those persons who are shareholders of the Fund at the record date set by the board of directors. As a result, although the Fund’s total net income and net realized gain are the results of its operations, the per share amount distributed to shareholders is affected by the number of Fund shares outstanding at the record date. If you invest in the Fund shortly before it makes a distribution, a portion of your investment may be returned to you in the form of a taxable distribution.

800.344.1770 • WWW.ARTISANFUNDS.COM 27

DIVIDENDS, CAPITAL GAINS & TAXES (CONTINUED)

The Fund generally publishes estimates of its dividends and distributions in advance of the planned record and payment dates. There is no assurance that the Fund will publish such estimates in the future. Those estimates, if published, are for planning purposes and are subject to change. Artisan Funds attempts to identify investors who redeem shares prior to the record date in order to avoid receiving distributions. If Artisan Funds believes an investor or a third party who has authority to act on behalf of an investor has engaged in such trading activity, Artisan Funds may reject future purchases of Fund shares in that investor’s account or accounts associated with the third party, with or without prior notice, or refuse to open a new account for that investor or third party. If the trading activity is identified in an omnibus account registered in the name of a financial intermediary, Artisan Funds may request that the intermediary take action to prevent the particular investor or investors from engaging in that trading. In some cases, it may not be possible to block future transactions through an omnibus account for a particular investor. In such instances, Artisan Funds may reject future purchases on behalf of all clients of a financial advisor or broker-dealer through which the identified trading was conducted. The Fund’s ability to impose restrictions on trading activity with respect to accounts traded through an intermediary may vary depending on the system capabilities, applicable contractual and legal restrictions and cooperation of that intermediary. The identification of such trading activity involves judgments that are inherently subjective and the above actions, alone or taken together with the other means by which Artisan Funds seeks to discourage certain types of trading activity, cannot eliminate the possibility that the trading activity will occur. Trading activity, appropriate or inappropriate, may affect the Fund and its other shareholders. See “Principal Risks You Should Consider.”

Non-U.S. Investors. The Fund generally does not sell shares to investors residing outside the U.S. and certain of the Fund’s investment strategies and policies may cause adverse tax consequences for shareholders residing outside the U.S. Shareholders residing outside the U.S. should consult their tax advisors as to the tax consequences of owning Fund shares.

FINANCIAL HIGHLIGHTS

Financial highlights for the Fund are not presented because the Fund did not commence operations until on or after the date of this prospectus.

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GLOSSARY

• 12b-1 fee: a fee charged by some mutual funds to pay for marketing, advertising and distribution services. Investors pay no 12b-1 fees when investing in the Fund.

• Depositary receipt: a negotiable certificate issued by a financial institution representing a specified number of shares in a stock that has a direct listing on another exchange.

• Developed market: a market in a country other than those listed under “Emerging market.”

• Emerging market: a market in any country other than Canada, Luxembourg, the U.S. and the countries comprising the MSCI EAFE^® Index (at the date of this prospectus, Australia, Austria, Belgium, Denmark, Finland, France, Germany, Greece, Hong Kong, Ireland, Italy, Japan, the Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland and the United Kingdom).

• Fund exchange: a purchase in one Artisan Fund and a corresponding sale in another Artisan Fund. An exchange may have tax consequences for a shareholder.

• Hedge: an investment made in order to attempt to reduce the risk of adverse price movements.

• Intermediary: a bank trust department, broker-dealer or other financial services organization through which Fund shares may be purchased and that provides services on behalf of the Fund to its customers who are Fund shareholders.

• Market capitalization: the aggregate value of all of a company’s outstanding common stock.

• Omnibus accounts: accounts in which purchases and sales of the Fund’s shares by multiple investors are aggregated by an intermediary and presented to the Fund on an aggregate basis.

• Transfer agent: the organization that prepares and maintains records relating to shareholders’ accounts with the Fund.

800.344.1770 • WWW.ARTISANFUNDS.COM 29

For more detail on the Fund, you may request the SAI, which is incorporated in this prospectus by reference.

To view or print the SAI, visit www.artisanfunds.com. Call 800.344.1770 to receive a free copy of the SAI or if you have a question or would like to receive other information about the Fund.

HTML and text-only versions of the Fund’s documents can be viewed online or downloaded from the EDGAR database on the SEC’s Internet website 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 202.551.8090. In addition, copies may be obtained, after mailing the appropriate duplicating fee, by writing to the SEC’s Public Reference Section, 100 F Street, N.E., Washington, D.C. 20549 or by e-mail request at publicinfo@sec.gov.

For purposes of any electronic version of this prospectus, all universal resource locators (URLs) referenced in this prospectus are intended to be inactive textual references only and are not intended to incorporate the contents of any website referenced into this prospectus.

[LOGO] ARTISAN FUNDS

811-8932

ARTISAN FUNDS P.O. BOX 8412 BOSTON, MA 02266-8412   800.344.1770 WWW.ARTISANFUNDS.COM

Subject to completion, dated June 18, 2008

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 and 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.

INVESTOR SHARES

Artisan Opportunistic Growth Fund

STATEMENT OF ADDITIONAL INFORMATION

September 2, 2008

Artisan Opportunistic Growth Fund (the “Fund”) is a series of Artisan Funds, Inc. (“Artisan Funds”). This Statement of Additional Information (“SAI”) is not a prospectus. It should be read in conjunction with the Investor Shares prospectus of the Fund dated September 2, 2008 and any supplement to the prospectus. No information has been incorporated by reference into this SAI. A copy of the Fund’s prospectus can be obtained without charge by calling 800.344.1770, by writing to Artisan Funds, P.O. Box 8412, Boston, MA 02266-8412, or by accessing the Artisan Funds’ website at www.artisanfunds.com.

TABLE OF CONTENTS

	Page
Information about the Funds and Artisan Partners	2
Investment Objectives and Policies	2
Investment Techniques and Risks	2
Investment Restrictions	16
Organization	18
Directors and Officers	19
Portfolio Managers	25
Potential Conflicts of Interest	26
Control Persons and Principal Shareholders	29
Investment Advisory Services	29
Code of Ethics	30
Distributor	31
Portfolio Transactions	31
Proxy Voting	33
Disclosure of Portfolio Holdings	36
Purchasing and Redeeming Shares	38
Additional Tax Information	41
Custodian and Transfer Agent	43
Independent Registered Public Accounting Firm	43
Financial Statements	44

Information about the Fund and Artisan Partners

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

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

Investment Objectives and Policies

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

Investment Techniques and Risks

Foreign Securities

Artisan Opportunistic Growth Fund may invest up to 25% of its total assets at market value at the time of purchase in securities of non-U.S. companies. For the purposes of determining whether an issuer’s securities are appropriate for holding in the Fund, Artisan Partners considers an issuer to be from a particular country as designated by Artisan Partners’ securities information vendors. As of the date of this SAI, Artisan Partners uses as its primary source the country assignments used by Morgan Stanley Capital International (MSCI) in the creation of the MSCI indexes and FactSet Research Systems, Inc. as a secondary source for this information. In the event (i) Artisan Partners’ securities information vendors do not assign a security to a particular country or if the published classification appears to be clearly erroneous, or (ii) its primary vendor does not assign a security to a particular country and the secondary vendor has assigned a security to a particular country by using a methodology that is not the same as the methodology the primary vendor uses to assign a country, Artisan Partners assigns the security to a country using the primary vendor’s published criteria (to the extent available) or Artisan Partners’ own judgment. The primary information vendor’s criteria currently include the identity of the jurisdiction of the issuer’s incorporation, the main equity trading market for the issuer’s securities, the geographical distribution of the issuer’s operations and the location of the issuer’s headquarters. Country designations may change over time.

As a result of this classification, Artisan Opportunistic Growth Fund may hold securities of issuers classified as U.S., but which are organized outside the U.S. or, vice versa, hold securities of issuers classified as non-U.S., but which are organized in the U.S. and/or trade in the U.S.

Securities of non-U.S. companies include American Depositary Receipts (“ADRs”), New York Shares, European Depositary Receipts (“EDRs”), Continental Depositary Receipts (“CDRs”), Global Depositary Receipts (“GDRs”), or other securities representing underlying shares of foreign issuers. ADRs, New York Shares, EDRs, CDRs and GDRs are receipts, typically issued by a financial institution (a “depositary”), evidencing ownership interests in a security or pool of securities issued by an issuer and deposited with the depositary. ADRs,

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EDRs, CDRs and GDRs may be available for investment through “sponsored” or “unsponsored” facilities. A sponsored facility is established jointly by the issuer of the security underlying the receipt and a depositary, whereas an unsponsored facility may be established by a depositary without participation by the issuer of the receipt’s underlying security. The Fund may invest in sponsored or unsponsored ADRs, EDRs, CDRs, GDRs, or other forms of depositary receipts, certain of which may include voting rights with respect to the underlying foreign shares, and certain of which may not.

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 that generally are 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 U.S.; 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 U.S.; possible imposition of foreign taxes; and sometimes less advantageous legal, operational, and financial protections applicable to foreign sub-custodial arrangements.

Although the Fund tries to invest in companies located in 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 international investments.

Income from non-U.S. securities held by the Fund could be reduced by taxes withheld from that income, or other taxes that may be imposed by the countries in which the Fund invests. The net asset value (the “NAV”) of the Fund also may be affected by changes in the rates or methods of taxation applicable to the Fund or to entities in which the Fund has invested.

Emerging Markets. Artisan Partners considers emerging markets to be those markets in any country other than Canada, Luxembourg, the U.S. and the countries comprising the MSCI EAFE^® Index (currently, Australia, Austria, Belgium, Denmark, Finland, France, Germany, Greece, Hong Kong, Ireland, Italy, Japan, the Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland and the United Kingdom). Investments in emerging markets securities involve special risks in addition to those generally associated with foreign investing. Many investments in emerging markets can be considered speculative, and the value of those investments can be more volatile than investments in more developed foreign markets.

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This difference reflects the greater uncertainties of investing in less established markets and economies. Costs associated with transactions in emerging markets securities typically are higher than costs associated with transactions in U.S. securities. Such transactions also may involve additional costs for the purchase or sale of foreign currency.

Certain foreign markets (including emerging markets) may require governmental approval for the repatriation of investment income, capital or the proceeds of sales of securities by foreign investors. The Fund could be adversely affected by delays in, or a refusal to grant, required governmental approval for repatriation of capital, as well as by the application to the Fund of any restrictions on investments.

Many emerging markets have experienced substantial rates of inflation for extended periods. Inflation and rapid fluctuations in inflation rates have had and may continue to have adverse effects on the economies and securities markets of certain emerging market countries. In an attempt to control inflation, certain emerging market countries have imposed wage and price controls. Some of those countries, in recent years, have begun to control inflation through more prudent economic policies.

Governments of many emerging market countries have exercised and continue to exercise substantial influence over many aspects of the private sector through ownership or control of many companies. The future actions of those governments could have a significant effect on economic conditions in emerging markets, which in turn, may adversely affect companies in the private sector, general market conditions and prices and yields of certain of the securities in the Fund’s portfolio. Expropriation, confiscatory taxation, nationalization and political, economic and social instability have occurred throughout the history of certain emerging market countries and could adversely affect Fund assets should any of those conditions recur.

Privatizations. Some governments have been engaged in programs of selling part or all of their interests in government owned or controlled enterprises (“Privatizations”). The Fund may invest in privatizations. In certain countries, the ability of a U.S. entity such as the Fund to participate in Privatizations may be limited by local law, and/or the terms on which the Fund may be permitted to participate may be less advantageous than those afforded local investors. There can be no assurance that governments will continue to sell their interests in companies currently owned or controlled by them or that Privatization programs will be successful.

Participation Certificates

The Fund may to a limited extent invest in equity-linked securities (called “participation certificates” in this SAI but may be called different names by issuers). In a typical transaction, the Fund would buy a participation certificate from a bank or broker-dealer (“counterparty”) that would entitle the Fund to a return measured by the change in value of an identified underlying security.¹ The purchase price of the participation certificate is based on the market price of the underlying security at the time of purchase converted into U.S. dollars, plus transaction costs. The counterparty may, but is not required to, purchase the shares of the underlying security to hedge its obligation. When the participation certificate expires or the Fund exercises the

¹ Participation certificates also may be issued in which a basket of equity securities serve as the underlying reference security for determining the value of the participation certificate.

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participation certificate and closes its position, the Fund receives a payment that is based upon the then-current value of the underlying security converted into U.S. dollars (less transaction costs).

The price, performance and liquidity of the participation certificate are all linked directly to the underlying security. The Fund’s ability to redeem or exercise a participation certificate generally is dependent on the liquidity in the local trading market for the security underlying the participation certificate.

There are risks associated with participation certificates. The Fund will bear the full counterparty risk with respect to the issuing counterparty. Counterparty risk is the risk that the issuing counterparty will not fulfill its contractual obligation to timely pay the Fund the amount owed under the participation certificate. A participation certificate is a general unsecured contractual obligation of the issuing counterparty. The Fund has no rights under a participation certificate against the issuer of the securities underlying the participation certificate and so is dependent on the creditworthiness of the counterparty. The Fund attempts to mitigate that risk by purchasing only from issuers with investment grade credit ratings. Participation certificates also may have a longer settlement period than the underlying shares and during that time the Fund’s assets could not be deployed elsewhere. The issuers of participation certificates may be deemed to be brokers, dealers or engaged in the business of underwriting as defined in the 1940 Act. As a result, the Fund’s investment in participation certificates issued by a particular institution may be limited by certain investment restrictions contained in the 1940 Act.

For the purposes of determining compliance with the Fund’s limitations on investing in certain markets, regions, securities or industries, the Fund intends to look through the participation certificate to the issuer of the underlying security. For example, the Fund may not invest more than 25% of its total assets at market value at the time of purchase in securities of non-U.S. companies. The Fund will consider the issuer of the security underlying the participation certificate as the issuer for the purpose of testing compliance with this and other similar investment restrictions.

Real Estate Investment Trusts (“REITs”)

REITs are trusts that invest primarily in commercial real estate and/or real estate-related loans. A REIT is not taxed on income distributed to its shareholders or unitholders if it complies with certain requirements under the Internal Revenue Code of 1986, as amended (the “Code”) relating to its organization, ownership, assets and income, as well as with a requirement that it distribute to its shareholders or unitholders at least 90% of its taxable income for each taxable year. By investing in REITs indirectly through the Fund, shareholders will bear not only their proportionate share of the expenses of the Fund, but also, indirectly, similar expenses of underlying REITs.

The Fund may be subject to certain risks associated with a REIT’s direct investment in real property and real estate-related loans. A REIT that invests in real estate-related loans may be affected by the quality of the credit extended, is dependent on specialized management skills, is subject to risks inherent in financing a limited number of properties and may be subject to defaults by borrowers and to self-liquidations. In addition, a REIT may be affected by its failure to qualify for tax-free pass-through of income under the Code or its failure to maintain exemption from registration under the 1940 Act.

5

The Fund tries to avoid investing in REITs that hold residual interests in real estate mortgage investment conduits (“REMICs”), that qualify as “taxable mortgage pools,” or that otherwise expect to generate excess inclusion income, but the Fund may not always be successful in doing so. Under Treasury regulations that have not yet been issued but that may apply retroactively, if the Fund receives excess inclusion income from a REIT, that portion of the income will be subject to federal income tax in all events. These regulations are also expected to provide that excess inclusion income of a regulated investment company, such as the Fund, will be allocated to shareholders of the regulated investment company in proportion to the dividends received by such shareholders, with the same consequences as if the shareholders had received the excess inclusion income directly. In general, excess inclusion income allocated to shareholders (i) cannot be offset by net operating losses (subject to a limited exception for certain thrift institutions), (ii) will constitute unrelated business taxable income to entities (including a qualified pension plan, an individual retirement account, a 401(k) plan, a Keogh plan or other tax-exempt entity) subject to tax on unrelated business income, thereby potentially requiring such an entity that is allocated excess inclusion income, and otherwise might not be required to file a tax return, to file a tax return and pay tax on such income, and (iii) in the case of a foreign shareholder, will not qualify for any reduction in U.S. federal withholding tax. In addition, if at any time during any taxable year a “disqualified organization” (as defined in the Code) is a record holder of shares of the Fund, then the Fund will be subject to a tax equal to that portion of its excess inclusion income for the taxable year that is allocable to the disqualified organization, multiplied by the highest federal income tax rate imposed on corporations. Because information about a REIT’s investments may be inadequate or inaccurate, or because a REIT may change its investment program, the Fund that invests in a REIT may not be successful in avoiding the consequences described above. Avoidance of investments in REITs that generate excess inclusion income may require the Fund to forego otherwise attractive investment opportunities.

The Internal Revenue Service has issued interim administrative guidance implementing the regulatory principles described in the preceding paragraph to require the Fund (i) to allocate excess inclusion income to shareholders in proportion to dividends, (ii) to inform shareholders who are nominees of the amount and character of excess inclusion income allocated to them, (iii) to pay a tax imposed on excess inclusion income that is allocable to record shareholders that are disqualified organizations, and (iv) to apply withholding tax provisions to the excess inclusion income portion of dividends paid to foreign shareholders without regard to any exemption or reduction in tax rate. Pending the issuance of further guidance, the Fund is required (i) to inform all of its shareholders that are not nominees regarding the amount and character of the excess inclusion income allocated to them if the excess inclusion income received by the Fund from all sources exceeds one percent of the gross income of the Fund, or, (ii) if it is not subject to the preceding reporting requirement, to inform all of its shareholders that are not nominees regarding the amount and character of excess inclusion income allocated to them, taking into account only excess inclusion income allocated to the Fund from any REIT whose excess inclusion income in its most recent taxable year ending not later than nine months before the first day of the Fund’s taxable year exceeded 3% of the REIT’s total dividends.

Convertible Securities

The Fund may invest in convertible securities. Convertible securities include any corporate debt security or preferred stock that may be converted into, or carries the right to purchase, underlying shares of common stock. The common stock underlying convertible

6

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. As a result of the conversion feature, however, the interest rate or dividend preference on a convertible security generally is less than would be the case if the security were a non-convertible obligation.

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 typically will 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.

If, because of a low price of the common stock, a convertible security’s conversion value is substantially below its investment value, the convertible security’s price is governed principally by its investment value. If a convertible security’s conversion value increases to a point that approximates or exceeds its investment value, the convertible security’s value will be principally influenced by its conversion value. A convertible security will sell at a premium over its conversion value to the extent investors place value on the right to acquire the underlying common stock while holding a fixed-income security. Holders of convertible securities have a claim on the issuer’s assets prior to the common stockholders, but may be subordinated to holders of similar non-convertible securities of the same issuer.

A convertible security may be called for redemption or conversion by the issuer after a particular date and under certain circumstances (including a specified price) established upon issue. If a convertible security held by the Fund is called for redemption or conversion, the Fund could be required to tender it for redemption, convert it into the underlying common stock, or sell it to a third party, which may have an adverse effect on the Fund’s ability to achieve its investment objectives.

A convertible security generally entitles the holder to receive interest paid or accrued until the convertible security matures or is redeemed, converted or exchanged. Convertible securities rank senior to common stock in a company’s capital structure and, therefore, generally entail less risk than the company’s common stock, although the extent to which such risk is reduced depends in large measure upon the degree to which the convertible security sells above its value as a debt obligation. Before conversion, convertible securities have characteristics similar to non-convertible debt obligations and are designed to provide for a stable stream of income with generally higher yields than common stocks. However, there can be no assurance of current income because the issuers of the convertible securities may default on their obligations. Convertible securities are subordinate in rank to any senior debt obligations of the issuer, and, therefore, an issuer’s convertible securities entail more risk than its debt obligations. Moreover, convertible securities are often rated below investment grade or not rated because

7

they fall below debt obligations and just above common equity in order of preference or priority on an issuer’s balance sheet.

In determining whether to purchase a convertible security, Artisan Partners will consider the same criteria that would be considered in purchasing the underlying stock.

Preferred Stock

The Fund may invest in preferred stock. Preferred stock represents an equity interest in a company that generally entitles the holder to receive, in preference to the holders of other stocks such as common stocks, dividends and a fixed share of the proceeds resulting from a liquidation of the company. Some preferred stocks also entitle their holders to receive additional liquidation proceeds on the same basis as holders of a company’s common stock, and thus also represent an ownership interest in that company. Preferred stocks may pay fixed or adjustable rates of return, and may be convertible into, or carry the right to purchase, the company’s common stock.

The value of a company’s preferred stock may fall as a result of factors relating directly to that company’s products or services or due to factors affecting companies in the same industry or in a number of different industries. The value of preferred stock also may be affected by changes in financial markets that are relatively unrelated to the company or its industry, such as changes in interest rates or currency exchange rates. In addition, a company’s preferred stock generally pays dividends only after the company makes required payments to holders of its bonds and other debt. For this reason, the value of the preferred stock usually will react more strongly than bonds and other debt to actual or perceived changes in the company’s financial condition or prospects. Preferred stocks of smaller companies may be more vulnerable to adverse developments than those of larger companies.

Because the claim on an issuer’s earnings represented by preferred stocks may become disproportionately large when interest rates fall below the rate payable on the securities or for other reasons, the issuer may redeem preferred stocks, generally after an initial period of call protection in which the stock is not redeemable. Thus, in declining interest rate environments in particular, the Fund’s holdings of higher dividend-paying preferred stocks may be reduced and the Fund may be unable to acquire securities paying comparable rates with the redemption proceeds.

Investment Companies

The Fund may, from time to time, invest in securities issued by other investment companies within the limits prescribed by the 1940 Act and the rules and regulations thereunder.

The 1940 Act generally requires that the Fund limit its investments in securities of other investment companies or series thereof so that, as determined at the time a securities purchase is made: (i) no more than 5% of the value of its total assets will be invested in the securities of any one investment company; (ii) no more than 10% of the value of its total assets will be invested in the aggregate in securities of other investment companies; and (iii) no more than 3% of the outstanding voting stock of any one investment company or series thereof will be owned by the Fund or by companies controlled by the Fund. These limitations, however, are not applicable if the securities are acquired in a merger, consolidation, reorganization or acquisition of assets. The Fund may invest in exchange-traded funds (“ETFs”), which are shares of publicly traded unit

8

investment trusts, open-end funds or depositary receipts that seek to track the performance of specific indexes or companies in related industries. The shares of the ETFs in which the Fund may invest will be listed on a national securities exchange and the Fund will purchase and sell these shares on the secondary market at their current market prices, which may be more or less than their net asset values.

Investing in other investment companies, including ETFs, may result in higher fees and expenses for the Fund and its shareholders. As a shareholder of another investment company, the Fund would bear, along with other shareholders, a pro-rata portion of the other investment company’s expenses, including advisory fees, and such fees and other expenses will be borne indirectly by the Fund’s shareholders. These expenses would be in addition to the advisory and other expenses that the Fund bears directly in connection with its own operations.

Investment companies, including ETFs, generally are subject to the same risks as the underlying securities in which the investment company invests. For example, an ETF that tracks an index will subject the Fund to risks of the specific sector or industry to which the ETF relates. Investment companies that trade on exchanges, including ETFs, also are subject to the risk that their prices may not totally correlate to the prices of the underlying securities in which the investment companies invest and the risk of possible trading halts due to market conditions or for other reasons.

Exchange Traded Notes (“ETNs”)

The Fund may, from time to time, invest in ETNs. An ETN is a type of senior, unsecured, unsubordinated debt security issued by financial institutions that combines both aspects of bonds and ETFs. An ETN’s return is based on the performance of a market index less fees and expenses. Similar to ETFs, ETNs are listed on an exchange and traded in the secondary market. However, unlike an ETF, an ETN can be held until the ETN’s maturity, at which time the issuer will pay a return linked to the performance of the market index to which the ETN is linked less certain fees and expenses. Unlike, regular bonds, ETNs do not make period interest payments, and principal is not protected. An ETN’s ability to track an index may be impeded if components comprising the index are temporarily unavailable, and an ETN that is tied to a specific index may not be able to replicate and maintain exactly the composition and relative weighting of securities, commodities or other components in that index. ETNs also incur certain expenses not incurred by their applicable indexes. Some ETNs that use leverage can, at times, be relatively illiquid and, thus, they may be hard to purchase or sell at a fair price. Levered ETNs are subject to the same risk as other instruments that use leverage in any form. While leverage allows for greater potential return, the potential for loss is also greater. Finally, additional losses may be incurred if the investment loses value because, in addition to the money lost on the investment, the loan still needs to be repaid.

The market value of an ETN is determined by supply and demand, the current performance of the index, and the credit rating of the ETN issuer. The market value of ETN shares may differ from their net asset value. This difference in price may be due to the fact that the supply and demand in the market for ETN shares at any point in time is not always identical to the supply and demand in the market for the securities underlying the index that the ETN seeks to track. The value of an ETN may also change due to a change in the issuer’s credit rating. As a result, there may be times when an ETN share trades at a premium or discount to its net asset value.

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Managing Investment Exposure

The Fund may (but generally does not and is not obligated to) 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.

Artisan Partners may use these techniques 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 relative to the magnitude of the risk assumed. The Fund may use these techniques 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 usually are entered into with banks and broker-dealers, are not exchange traded, and usually are 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 may be used for 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 portfolio of the Fund. 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

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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 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 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 and call options on securities, indices or foreign currencies in standardized contracts traded on recognized securities exchanges, boards of trade, or similar entities, or quoted on the NASDAQ stock market.

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

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securities market, a specific group of financial instruments or securities, or certain economic indicators.)

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 were 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

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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.

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 buy and sell futures contracts. A futures contract provides for the future sale by one party and purchase by another party of a specified amount of a financial instrument or money at a specified time and price. The Fund also may purchase and write call and put options on futures contracts. Options on futures contracts give the holder the right, in return for the premium paid, to assume a position in a futures contract at a specified exercise price at any time during the period of the option. Options on futures contracts possess many of the same characteristics as options on securities, indexes and foreign currencies (discussed above).

The Fund may use futures contracts and options on futures contracts for hedging, risk management or portfolio management purposes, including to offset changes in the value of securities held or expected to be acquired or be disposed of, to minimize fluctuations in foreign currencies, or to gain exposure to a particular market or instrument. The Fund will minimize the risk that it will be unable to close out a futures contract by only entering into futures contracts that are traded on national futures exchanges.

The Fund may enter into futures contracts and options on futures contracts traded on an exchange regulated by the Commodities Futures Trading Commission so long as, to the extent that such transactions are not for “bona fide hedging purposes,” the aggregate initial margin and premiums required to establish such positions (excluding the amount by which such options are in-the-money²) do not exceed 5% of the Fund’s net assets.

To avoid leveraging and related risks, when the Fund invests in futures contracts, it will cover its position by earmarking or segregating an amount of cash or liquid securities, equal to the market value of the futures positions held, less margin deposits, and that amount will be marked-to-market on a daily basis.

There are risks associated with futures contracts and options on futures contracts including: the success of such an investment strategy may depend on an ability to predict movements in the prices of individual securities, fluctuations in markets and movements in interest rates; there may be an imperfect or no correlation between the changes in market value of the securities held by the Fund and the prices of futures and options on futures; there may not be a liquid secondary market for a futures contract or futures option; trading restrictions or limitations may be imposed by an exchange; and government regulations may restrict trading in futures contracts and futures options.

² 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.

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Rule 144A Securities

The Fund may purchase securities that have been privately placed but that are eligible for purchase and sale under Rule 144A (“Rule 144A securities”) under the Securities Act of 1933, as amended (the “1933 Act”). 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. The Fund may purchase Rule 144A securities that are privately placed in the U.S. The securities purchased by the Fund are then typically freely tradeable outside the U.S. either on a non-U.S. securities exchange or over-the-counter.

Artisan Partners, under the supervision of the board of directors of Artisan Funds, may 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: (1) the frequency of trades and quotes for the specific security, (2) the number of dealers willing to purchase or sell such security and the number of other potential purchasers, (3) any dealer undertaking to make a market in such security, (4) the nature of such security and the marketplace in which it trades (e.g., the time needed to dispose of the security, the method of soliciting offers, and the mechanics of transferring such securities), (5) whether the security trades freely in a non-U.S. market or markets; and (6) other factors, if any, which Artisan Partners deems relevant to determining the existence of a trading market for such security. The liquidity of Rule 144A securities that have been determined to be liquid 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 steps, if any, are required to assure that the Fund does not invest more than 10% of its net 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 such securities are not freely tradeable outside the U.S. and qualified institutional buyers are unwilling to purchase such securities.

Cash and Repurchase Agreements

The Fund generally tries to maintain cash in its portfolio at not more than 15% of the Fund’s net assets. However, cash flows from shareholder purchases and sales of Fund shares and from Fund purchases and sales of portfolio securities can cause the Fund’s cash to vary significantly from time to time. The investment strategy of the Fund takes valuation into consideration – that is, the price of the stock in relation to its assessed prospects. During periods when stock prices are moving broadly upwards, investment of available cash may be slowed because higher prevailing valuations cause fewer securities to meet the Fund’s investment criteria.

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

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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 that 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 the 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 obligation. The use of these investment strategies, as well as borrowing under a line of credit as described below, may increase NAV 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 that it desires to sell but is unavailable for

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settlement. The Fund does not currently 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 SAI.

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 and the Fund may have short-term capital gains and losses. 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.

The Fund was not in operation prior to the date of this SAI and as such has no portfolio turnover to report.

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 & Taxes” in the prospectus, and “Additional Tax Information” in this SAI.

Investment Restrictions

Fundamental Restrictions

The Fund has adopted 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:

(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;

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(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;

(5) invest in a security if more than 25% of its net 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; or

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

A 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 a Fund will receive written notification at least 30 days prior to any change in that Fund’s investment objective.

Non-Fundamental Restrictions

The Fund is also subject to non-fundamental restrictions and policies (which may be changed by the board of directors), under which 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;

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(c) 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

(d) 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.

For purposes of these investment restrictions, subsequent changes in the Fund’s holdings as a result of changing market conditions or changes in the amount of the Fund’s total assets does not require the Fund to sell or dispose of an investment or to take any other action.

Organization

Artisan Opportunistic Growth Fund is a series of Artisan Funds, Inc., an open-end, diversified management investment company that was incorporated under Wisconsin law on January 5, 1995. As of the date of this SAI, the Fund offers only an Investor Share class.

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 1940 Act (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 or any other action requiring shareholder approval is not required to be acted upon by shareholders. Artisan Funds believes that not holding shareholder meetings except as otherwise required reduces the Fund’s expenses and enhances shareholder returns.

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, or fraction thereof, for each share of the Fund, or fraction thereof, that you own. Shareholders not attending these meetings are encouraged to vote by proxy.

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 that is responsible for protecting the interests of the Fund’s shareholders. The directors are experienced executives and professionals who meet at regular intervals to oversee the Fund’s activities, 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.

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Directors and Officers

The board of directors has overall responsibility for the conduct of the affairs of Artisan Funds. Each director serves an indefinite term of unlimited duration until the next annual meeting of shareholders and until the election and qualification of his or her successor or until he or she retires, resigns or is removed from office. Artisan Funds’ bylaws provide that each director must retire at the end of the calendar year in which he or she attains the age of 72. The board of directors may fill any vacancy on the board provided that, after such appointment, at least two-thirds of the directors have been elected by the shareholders. The shareholders may remove a director by a vote of a majority of the outstanding shares of Artisan Funds at any meeting of shareholders called for the purpose of removing such director.

The board of directors elects the officers of Artisan Funds, provided that the chief compliance officer must be approved by a majority of the independent directors.* Each officer holds office for one year and until the election and qualification of his or her successor, or until he or she sooner dies, resigns, or is removed or disqualified. The board of directors may remove any officer, with or without cause, at any time, provided that a majority of the independent directors must approve the removal of the chief compliance officer.

The names and ages of the directors and officers, the date each first was elected to office, their principal business occupations and other directorships they have held during the last five years in any publicly-traded company or any registered investment company are shown below. There are eleven series of Artisan Funds, all of which are overseen by the board of directors and officers of Artisan Funds.

Name and Age at August [    ], 2008	Position(s) Held with Artisan Funds	Date First Elected or Appointed to Office	Principal Occupation(s) during Past 5 Years	Other Public Company or Registered Investment Company Directorships Held
Directors who are not “interested persons” of Artisan Funds:
David A. Erne, 65	Director and Independent Chair of the Board of Directors	Director since 3/27/95; Independent Chair since 2/4/05	Of counsel to the law firm Reinhart Boerner Van Deuren s.c., Milwaukee, WI.	Trustee, Northwestern Mutual Life Insurance Company (individual life insurance, disability insurance and annuity company).
Thomas R. Hefty, 61	Director	3/27/95	Retired; from January 2007 to February 2008, President, Kern Family Foundation (private, grant-making organization); until December 2006, of counsel to the law firm Reinhart Boerner Van Deuren s.c., Milwaukee, WI; until December 2006, Adjunct Faculty, Department of Business and Economics, Ripon College.	None.

* Directors who are not “interested” as defined by the 1940 Act are deemed to be “independent” directors.

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Name and Age at August [    ], 2008	Position(s) Held with Artisan Funds	Date First Elected or Appointed to Office	Principal Occupation(s) during Past 5 Years	Other Public Company or Registered Investment Company Directorships Held
Jeffrey A. Joerres, 48	Director	8/9/01	Chairman of the Board, President and Chief Executive Officer of Manpower Inc. (non-governmental employment service organization).	Director, Johnson Controls, Inc. (manufacturer of automotive systems and building controls).
Patrick S. Pittard, 62	Director	8/9/01	Distinguished Executive in Residence (teaching position), University of Georgia; Member, Board of Regents of the University System of Georgia.	Director, Cbeyond, Inc. (telecommunications company); Director, Lincoln National Corporation (insurance and investment management company).
Howard B. Witt, 68	Director	3/27/95	Retired; until December 2004, Chairman of the Board, President and Chief Executive Officer of Littelfuse, Inc. (manufacturer of advanced circuit protection devices).	Director, Franklin Electric Co., Inc. (manufacturer of electric motors).
Director who is an “interested person” of Artisan Funds:
Andrew A. Ziegler, 50*	Director, President and Chief Executive Officer	Director since 1/5/95 and Chairman of the Board 1/5/95 – 12/19/03; President since 12/19/03 (Chief Executive Officer continuously since 1/5/95)	Managing Director of Artisan Partners; Chairman and President of Artisan Distributors LLC; until December 2003, Chairman of Artisan Funds.	None.
Officers:
Lawrence A. Totsky, 49	Chief Financial Officer and Treasurer	1/22/98	Managing Director and Chief Financial Officer of Artisan Partners; Vice President, Chief Financial Officer and Treasurer of Artisan Distributors LLC.	None.
Janet D. Olsen, 52	General Counsel and Secretary	1/18/01	Managing Director and General Counsel of Artisan Partners; Vice President and Secretary of Artisan Distributors LLC.	None.

* Mr. Ziegler is an “interested person” of Artisan Funds, as defined in the 1940 Act, because he is a Managing Director of Artisan Partners and an officer and director of Artisan Investment Corporation (the general partner of Artisan Partners). Mr. Ziegler and Carlene M. Ziegler (who are married to each other) control Artisan Partners. Mr. Ziegler is also President of Artisan Distributors LLC, Artisan Funds’ principal underwriter.

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Name and Age at August [    ], 2008	Position(s) Held with Artisan Funds	Date First Elected or Appointed to Office	Principal Occupation(s) during Past 5 Years	Other Public Company or Registered Investment Company Directorships Held
Brooke J. Billick, 54	Chief Compliance Officer	8/19/04	Chief Compliance Officer and Associate Counsel of Artisan Partners; Chief Compliance Officer of Artisan Distributors LLC; prior to joining Artisan Partners in February 2004, Vice President, Securities Counsel and Corporate Secretary of Marshall & Ilsley Trust Company, N.A. (bank) and M&I Investment Management Corp. (investment adviser) and Chief Legal Officer and Secretary of Marshall Funds, Inc. (mutual fund company).	None.
Carlene M. Ziegler, 52	Vice President	3/27/95	Managing Director of Artisan Partners; until April 2008, Portfolio Co-Manager of Artisan Small Cap Growth Strategy, including Artisan Small Cap Fund; until February 2005, Director of Artisan Funds.	None.
Michael C. Roos, 50	Vice President	12/19/03	Managing Director of Artisan Partners; Vice President of Artisan Distributors LLC; until December 2003, President of Artisan Funds.	None.
Gregory K. Ramirez, 38	Assistant Secretary and Assistant Treasurer	1/22/98	Managing Director of Client Accounting of Artisan Partners; Assistant Treasurer of Artisan Distributors LLC.	None.
Sarah A. Johnson, 36	Assistant Secretary	2/5/03	Associate Counsel of Artisan Partners.	None.

The business address of the officers and directors affiliated with Artisan Partners is 875 E. Wisconsin Avenue, Suite 800, Milwaukee, Wisconsin 53202. The addresses of the other directors are: Mr. Erne – 1000 North Water Street, Suite 2100, Milwaukee, Wisconsin 53202; Mr. Joerres – 100 Manpower Place, Milwaukee, Wisconsin 53212; and Mr. Hefty, Mr. Pittard and Mr. Witt – c/o Artisan Funds, 875 E. Wisconsin Avenue, Suite 800, Milwaukee, Wisconsin 53202.

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The board of directors has an executive committee, an audit committee, and a governance and nominating committee. In addition, the board of directors has appointed a valuation committee, which is comprised of officers of Artisan Funds. The following table identifies the members of those committees and the number of meetings of each committee held during the fiscal year ended September 30, 2007 and the function of each committee:

Committee	Members of Committee	Number of meetings	Principal Functions of Committee
Executive Committee	David A. Erne* Andrew A. Ziegler     Thomas R. Hefty+ Jeffrey A. Joerres+ Patrick S. Pittard+	2**	The executive committee generally has the authority to exercise the powers of the board during intervals between meetings.
Audit Committee	David A. Erne Thomas R. Hefty* Jeffrey A. Joerres Patrick S. Pittard Howard B. Witt	4	The audit committee selects the independent auditors; meets with the independent auditors and management to review the scope and the results of the audits of the Fund’s financial statements; confirms the independence of the independent auditors; reviews with the independent auditors and management the effectiveness and adequacy of the Fund’s internal controls; pre-approves the audit and certain non-audit services provided by the independent auditors; and reviews legal and regulatory matters.
Governance and Nominating Committee	David A. Erne Thomas R. Hefty Jeffrey A. Joerres Patrick S. Pittard Howard B. Witt*	3	The governance and nominating committee makes recommendations to the board regarding board committees and committee assignments, the composition of the board, candidates for election as independent directors and compensation of independent directors, and oversees the process for evaluating the functioning of the board. Pursuant to procedures and policies adopted under its charter, the governance and nominating committee will consider shareholder recommendations regarding candidates for election as directors.
Valuation Committee	Sarah A. Johnson Janet D. Olsen Gregory K. Ramirez Lawrence A. Totsky	183	The valuation committee is responsible for determining, in accordance with Artisan Funds’ valuation procedures, a fair value for any portfolio security for which no reliable market quotations are available or for which the valuation procedures do not produce a fair value.

* Chairperson of the committee.

** The number shown represents no meetings of the committee and 2 actions by written consent of the committee members.

+ Alternate member of the committee.

Shareholders wishing to recommend a candidate for election to the board may do so by: (a) mailing the recommendation in writing to the attention of the secretary of Artisan Funds, Inc. at 875 East Wisconsin Avenue, Suite 800, Milwaukee, Wisconsin 53202; and (b) including in the recommendation: (i) the class or series and number of all shares of any Artisan Fund owned beneficially or of record by the nominating shareholder at the time the recommendation is submitted and the dates on which such shares were acquired, specifying the number of shares owned beneficially; (ii) a full listing of the proposed candidate’s education, experience (including knowledge of the investment company industry, experience as a director or senior officer of public or private companies, and directorships on other boards of other public companies, identifying any other registered investment companies), current employment, date of birth, business and residence addresses, and the names and addresses of at least three professional references; (iii) information as to whether the candidate is or may be an “interested person” (as such term is defined in the 1940 Act) of Artisan Funds, Artisan Partners or Artisan Distributors LLC (“Distributors”), and, if believed not to be an “interested person,” information regarding the candidate that will be sufficient for Artisan Funds to make such determination; (iv) the written and signed consent of the candidate to be named as a nominee and to serve as a director of Artisan Funds, if elected; (v) a description of all arrangements or understandings

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between the nominating shareholder, the candidate and/or any other person or persons (including their names) pursuant to which the recommendation is being made, and if none, a statement to that effect; (vi) the class or series and number of all shares of each Artisan Fund owned of record or beneficially by the candidate, as reported by the candidate; and (vii) any other information that would be helpful to the committee in evaluating the candidate. The committee also may require the nominating shareholder to furnish such other information as it may reasonably require or deem necessary to verify any information submitted in the recommendation or to determine the qualifications and eligibility of the candidate proposed by the nominating shareholder to serve as a director of Artisan Funds, and if the nominating shareholder fails to provide such other information in writing within seven days of receipt of a written request from the committee, the recommendation of such candidate as a nominee will be deemed not properly submitted for consideration, and the committee will not be required to consider such candidate. Recommendations for candidates as directors of Artisan Funds will be evaluated, among other things, in light of whether the number of directors is expected to change and whether the directors expect any vacancies. The committee need not consider any shareholder recommendation received fewer than 90 days before the date of an anticipated nomination. When the committee is not actively recruiting new directors, shareholder recommendations will be kept on file until active recruitment is under way. A shareholder recommendation considered by the committee in connection with the committee’s nomination of any candidate(s) for appointment or election as an independent director need not be considered again by the committee in connection with any subsequent nomination(s).

Prior to April 1, 2007, the compensation paid to the independent directors of Artisan Funds for their services as such was based on an annual retainer fee of $140,000. Effective April 1, 2007, the board of directors approved an increase in the annual retainer fee to $150,000 with an additional increase of $10,000 upon creation of any new series of Artisan Funds. Effective January 1, 2008, the annual retainer increased to $160,000 due to the commencement of operations of Artisan Global Value Fund, and effective October 1, 2008, it will increase to $170,000 due to the commencement of operations of the Fund. In addition, the independent chair of the board of directors receives an additional $60,000 annually and the chair of any committee receives an additional $30,000 annually. No per meeting fees are paid.

Compensation is paid only to directors who are not interested persons of Artisan Funds or Artisan Partners and is allocated among the series of Artisan Funds in accordance with a procedure determined from time to time by the board. Artisan Funds has no retirement or pension plan.

Artisan Funds has a deferred compensation plan (the “Plan”) that permits any director who is not an “interested person” of Artisan Funds to elect to defer receipt of all or a portion of his or her compensation as a director for two or more years. The deferred compensation of a participating director is credited to a book entry account of Artisan Funds on the date that such compensation otherwise would have been paid to the director. The value of the director’s deferral account at any time is equal to the value that the account would have had if contributions to the account had been invested and reinvested in shares of one or more of the Artisan Funds as designated by the participating director. At the time for commencing distributions from a director’s deferral account, which is no later than when the director ceases to be a member of the board of directors, the director may elect to receive distributions in a lump sum or over a period of five years. Each Artisan Fund’s obligation to make distributions under the Plan is a general

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obligation of that Artisan Fund. No Artisan Fund will be liable for any other Artisan Fund’s obligations to make distributions under the Plan.

The following table sets forth the estimated aggregate compensation paid by the Fund and total compensation paid by the Artisan Funds complex to each director.

Name	Aggregate Compensation from the Fund1		Total Compensation from the Fund Complex Paid to Directors2
Andrew A. Ziegler	$	0	$	0
David A. Erne		0		203,544
Thomas R. Hefty		0		173,757
Jeffrey A. Joerres		0		143,971	3
Patrick S. Pittard		0		143,971
Howard B. Witt		0		173,757

¹ The compensation presented in this column is an estimate of the portion of the annual retainer payable to the independent directors, plus the supplemental retainers payable to the independent chair of the board and the chair of any committee, that will be allocated to the Fund for the fiscal year ending September 30, 2009. The independent directors of the Fund have agreed to waive this compensation through September 30, 2009.

² The compensation presented in this column is an aggregate of (i) the compensation allocated to Artisan Emerging Markets Fund, Artisan International Fund, Artisan International Small Cap Fund, Artisan International Value Fund, Artisan Mid Cap Fund, Artisan Mid Cap Value Fund, Artisan Opportunistic Value Fund, Artisan Small Cap Fund and Artisan Small Cap Value Fund for the fiscal year ended September 30, 2007; (ii) an estimate of the amount to be allocated to Artisan Global Value Fund for the fiscal year ending September 30, 2008; and (iii) the compensation included under the “Aggregate Compensation from the Fund” column. The total compensation does not include the fees waived by Artisan Funds’ independent directors. If those fees had not been waived, each director would have received: Erne - $207,858; Hefty - $177,476; Joerres - $147,095; Pittard - $147,095; Witt - $177,476.

³ This amount includes compensation deferred at the election of Mr. Joerres under Artisan Funds’ deferred compensation plan. As of September 30, 2007, the value of Mr. Joerres’s deferred compensation account was $305,925.

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The Fund will not commence operations until on or after the date of this SAI. Accordingly, no officer or director of Artisan Funds “beneficially” owned (within the meaning of that term as defined in rule 16a-1(a)(2) under the Securities Exchange Act of 1934, as amended (the “1934 Act”)), any shares of the Fund as of December 31, 2007. The following table illustrates the dollar range of shares of all other Artisan Funds “beneficially” owned by each director as of December 31, 2007.

Name	Aggregate Artisan Funds
Directors who are not interested persons of Artisan Funds:
David A. Erne	Over $100,000
Thomas R. Hefty	Over $100,000
Jeffrey A. Joerres	Over $100,000
Patrick S. Pittard	Over $100,000
Howard B. Witt	Over $100,000
Director who is an “interested person” of Artisan Funds:
Andrew A. Ziegler	Over $100,000

No independent director of Artisan Funds owns beneficially or of record any security of Artisan Partners or any person (other than a registered investment company) directly or indirectly controlling, controlled by or under common control with Artisan Partners.

Portfolio Managers

Andrew C. Stephens and James D. Hamel are portfolio co-managers and Shayne M. John is associate portfolio manager for the Fund. The portfolio managers also have responsibility for the day-to-day management of accounts other than the Fund, including separate accounts. Fees earned by Artisan Partners may vary among these accounts and the portfolio managers may personally invest in some but not all of those accounts. Information regarding those other accounts is set forth in the tables below.*

Number of Other Accounts Managed and Assets by Account Type as of September 30, 2007
Portfolio Manager(s)	Registered Investment Companies (other than Artisan Funds)	Other Pooled Investment Vehicles	Other Accounts
James D. Hamel
Andrew C. Stephens	Accounts: —	Accounts: 1	Accounts: 37
Shayne M. John	Assets: $ —	Assets: $1,399,933,071	Assets: $3,933,974,330

* Each portfolio manager may invest for his or her own benefit in securities held in brokerage and mutual fund accounts. The information shown in the tables does not include information about those accounts where the portfolio manager or members of his or her family have a beneficial or pecuniary interest because no advisory relationship exists with Artisan Partners or any of its affiliates.

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The advisory fees received by Artisan Partners in connection with the management of the Fund and the separate accounts identified in the table above are not based on the performance of the Fund or such separate accounts.

Artisan Partners’ portfolio managers are compensated through a fixed base salary and a subjectively determined incentive bonus that is a portion of a bonus pool, the aggregate amount of which is tied to Artisan Partners’ fee revenues generated by all accounts included within the manager’s investment strategy, including the Fund. Portfolio managers are not compensated based on the performance of accounts, except to the extent that positive account performance results in increased investment management fees earned by Artisan Partners based on assets under management. Artisan Partners bases incentive bonuses on revenues earned with respect to the investment strategy, rather than on investment performance, because Artisan Partners believes this method aligns portfolio managers’ interests more closely with the long-term interests of clients and Fund shareholders. Artisan Partners’ portfolio managers also participate in group life, health, medical reimbursement, and retirement plans that are generally available to all of Artisan Partners’ salaried employees. All of Artisan Partners’ senior professionals, including portfolio managers, have or are expected to have over a reasonable time limited partnership interests in the firm.

Because the Fund was not offered for sale until on or after the date of this SAI, the Fund’s portfolio managers did not own any shares of the Fund as of that date.

Potential Conflicts of Interests

There are a number of ways in which the interests of Artisan Partners, its portfolio managers and its other personnel might conflict with the interests of the Fund and its shareholders, including:

Sharing of Personnel, Services, Research and Advice Among Clients. Because all client accounts within each strategy managed by Artisan Partners, including the Fund’s account, are managed similarly, substantially all of the research and portfolio management activities conducted by the investment teams benefit all clients within the particular strategy. Artisan Partners’ accounting and financial personnel and legal and compliance personnel divide their time among services to Artisan Funds and other advisory clients. Although at certain times, Artisan Partners’ employees, including senior management, devote a significant amount of time to servicing other advisory clients, in general, Artisan Partners performs significant duties for Artisan Funds that it does not perform for other clients. As a result, there are several employees who devote all or substantially all of their time to Artisan Funds and there are times when very significant portions of the time of senior management is devoted to the Artisan Funds.

Restrictions on Activities. Artisan Partners generally does not tailor its investment management services to the individual needs of clients, but rather invests all of the accounts in a particular strategy in a similar manner. Therefore, actions by one client account or multiple client accounts may impact the manner in which Artisan Partners invests on behalf of all of its client accounts if one or more accounts place restrictions on investments that differ from the restrictions of other client accounts.

Artisan Partners attempts to prevent the potentially negative impact that the actions by one client account or multiple client accounts may have on the manner in which Artisan Partners invests on behalf of all of its client accounts by generally not accepting accounts subject to

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restrictions that Artisan Partners believes would cause it to deviate from its stated investment strategy or adversely affect its ability to manage client accounts.

Investments in Issuers with Business Relationships with Artisan Partners. From time to time, clients in a particular investment strategy, including the Fund, may invest in a security issued by a company, or an affiliate of a company, that is also a client of Artisan Partners or has another business relationship with Artisan Partners or its affiliates. Likewise, clients in a particular investment strategy may invest in a security issued by a company, a director or officer of which is also a director of Artisan Funds. Artisan Partners has written policies designed to prevent the misuse of material non-public information. The operation of those policies and of applicable securities laws may prevent the execution of an otherwise desirable transaction in a client account if Artisan Partners believes that it is or may be in possession of material non-public information regarding the security that would be the subject of that transaction.

Artisan Partners may allow an employee of the firm to serve as a director of a public company. Because of the heightened risk of misuse, or allegations of misuse, of material non-public information, Artisan Partners does not permit investment by client accounts or persons covered by Artisan Partners’ Code of Ethics in securities of any issuer of which an Artisan Partners employee is a director, except that the employee who is the director may purchase and sell that company’s securities for his or her own account or for the account of his or her immediate family members. This prohibition may foreclose investment opportunities that would be available to the Fund if the Artisan Partners employee were not a director.

Allocation of Portfolio Transactions Among Clients. Artisan Partners seeks to treat all of the firm’s clients fairly when allocating investment opportunities among clients. Because the firm’s investment teams generally try to keep all client portfolios in that strategy invested in the same securities with approximately the same weightings (with exceptions for a limited number of client-imposed restrictions and limitations), most orders placed by the firm’s portfolio management teams ask that a position be established or a security bought or sold to achieve a designated weighting, expressed as a percentage of the value of the portfolio. The firm’s traders generally have the authority and the responsibility for determining the number of shares required to be bought or sold in each account to achieve that outcome. To execute a portfolio management team’s order, the trader for that strategy usually places a single order across all participating accounts for execution by a single broker. All participating accounts, including the Fund, then share (generally pro rata subject to minimum order size requirements) in the aggregated transaction, paying the same price and the same commission rate.

Because the firm usually does not know in advance how many shares it will receive in most underwritten offerings, including initial public offerings, the firm allocates the shares after the shares are received. The shares are allocated among all of the accounts (i) eligible to purchase the security and with cash available to do so, and (ii) with respect to which the portfolio manager has given an indication of interest, pro rata with reference to asset size and subject to minimum order size requirements. Artisan Partners’ proprietary accounts, if any, are not permitted to invest in underwritten offerings.

The procedures for aggregating portfolio transactions and allocating them among clients are set out in written procedures that are reviewed regularly by Artisan Partners and included in the Fund’s compliance program.

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Soft Dollars and Commission Recapture. As described in more detail under “Portfolio Transactions” below, Artisan Partners may use client brokerage to pay for research if the research provides lawful and appropriate assistance to the firm in the investment decision-making process. Artisan Partners uses client commissions (i) to acquire third party research only if it has intellectual content, and (ii) for proprietary research provided by brokers participating in the execution process, including access to the firm’s traders and analysts, access to conferences and company managements, and the provision of market information. When Artisan Partners receives research products and services in return for client brokerage, it relieves Artisan Partners of the expense it would otherwise bear of paying for those items with its own funds, which may provide an incentive to Artisan Partners to select a particular broker-dealer or electronic communication network (“ECN”) that will provide it with research products or services. However, Artisan Partners chooses those broker-dealers it believes are best able to provide the best combination of net price and execution in each transaction.

Artisan Partners uses client brokerage from accounts invested in a strategy only for research used by the investment team managing that strategy. Because most orders are generally aggregated across all accounts in a strategy for execution by a single broker, all participating accounts, including the Fund, generally will pay the same commission rate for trades and will share pro rata in the costs for the research.

A number of Artisan Partners’ clients, including the Fund, participate in commission recapture arrangements, pursuant to which Artisan Partners is directed to use or otherwise cause commissions to be paid to one or more of a client’s designated commission recapture brokers subject to Artisan Partners’ duty to seek best execution. Those client directions generally require that Artisan Partners execute transactions generating a target percentage of commissions paid by the client’s account with one or more of the client’s recapture brokers. Artisan Partners tries to provide equitable opportunities to recapture commissions to all participating clients in each of the firm’s investment strategies (subject to differences that may arise as a result of cash flows into or out of an account). The firm’s progress towards those commission recapture goals are monitored on an ongoing basis by members of the firm’s legal and compliance team and brokerage committee. Largely driven by developments in brokerage commission reporting in the United Kingdom, most of the largest broker-dealers have stopped facilitating commission recapture on transactions outside the U.S. As a result, there are few opportunities to recapture commissions in non-U.S. transactions.

Artisan Partners has adopted written trading procedures with respect to soft dollars and commission recapture, which are included in the Fund’s compliance procedures.

Proprietary and Personal Investments and Code of Ethics. Artisan Partners’ proprietary investments and personal investments by the firm’s employees also may present potential conflicts of interest with Artisan Partners’ clients, including the Fund. Such proprietary or similar accounts that may exist from time to time, as well as the private investment partnership managed by the firm’s U.S. small-cap growth team and launched on November 1, 2006, [whose current investors are all partners of Artisan Partners,] are, in general, treated like client accounts for purposes of allocation of investment opportunities. To the extent there is overlap between the investments of one or more of those accounts and the accounts of the firm’s clients, all portfolio transactions are aggregated and allocated pro rata among participating accounts, including the proprietary and other accounts.

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Personal transactions are subject to the Artisan Partners Code of Ethics, which generally provides that employees of Artisan Partners may not take personal advantage of any information that they may have concerning Artisan Partners’ current investment program. The Code requires pre-approval of most personal transactions in securities by Artisan employees (including acquisitions of securities as part of an initial public offering or private placement) and prohibits Artisan employees from profiting from the purchase and sale, or sale and purchase, of the same (or equivalent) securities (including trading of mutual funds for which Artisan Partners acts as adviser or sub-adviser) within sixty days. In addition, the Code requires reports of personal securities transactions (which generally are in the form of duplicate confirmations and brokerage account statements) to be filed with Artisan Partners’ compliance department quarterly or more frequently. Artisan Partners reviews those reports and the securities holdings of its employees for conflicts, or potential conflicts, with client transactions.

The Code prohibits the purchase and sale of securities to and from client accounts. The Code also contains policies designed to prevent the misuse of material, non-public information and to protect the confidential information of Artisan Partners’ clients.

Proxy Voting. An adviser may have potential conflicts of interest arising from its voting of proxies relating to portfolio securities, as described in greater detail under the heading “Proxy Voting” below.

Fees. Like the fees Artisan Partners receives from the Fund, the fees Artisan Partners receives as compensation from separately managed accounts are generally calculated as a percentage of the client’s assets under management. However, Artisan Partners may, under certain circumstances, negotiate performance-based fee arrangements. Performance-based fee arrangements are negotiated with clients on a case-by-case basis and may include, among other types of arrangements, fulcrum fee arrangements (in which the fee is based on actual Artisan Partners’ performance against an agreed upon benchmark), a fee based upon appreciation of assets under management for the client or a fee based upon the amount of gain in an account. As of September 30, 2007, Artisan Partners had two separate accounts with performance-based fees, and as of August [    ], 2008, had [        ] such accounts, none of which are managed in the opportunistic growth strategy. Although Artisan Partners may have an incentive to manage the assets of accounts with performance–based fees differently from its other accounts, the firm believes that potential conflict is effectively controlled by Artisan Partners’ procedures to manage all clients within a particular strategy similarly regardless of fee structure as well as its procedures for appropriate allocation of investment opportunities among various investment strategies.

Control Persons and Principal Shareholders

Because the Fund was not offered for sale until on or after the date of this SAI, it has no control persons or principal shareholders to report.

Investment Advisory Services

Artisan Partners provides investment advisory services to the Fund pursuant to an Investment Advisory Agreement dated May 15, 2008 (the “Advisory Agreement”) and is responsible for management of the Fund’s investment portfolio and for overall management of the Fund’s business and affairs. Artisan Partners is a Delaware limited partnership. Artisan

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Investment Corporation (“AIC”) was incorporated on December 7, 1994 for the sole purpose of acting as general partner of Artisan Partners. As an officer of AIC, Mr. Ziegler (together with his spouse, an officer of Artisan Funds) manages Artisan Partners. The principal address of Artisan Partners is 875 E. Wisconsin Avenue, Suite 800, Milwaukee, Wisconsin 53202. Artisan Partners also has offices at 100 Pine Street, Suite 2950, San Francisco, California 94111; One Maritime Plaza, Suite 1450, San Francisco, California 94111; Five Concourse Parkway NE, Suite 2120, Atlanta, Georgia 30328; 1350 Avenue of the Americas, Suite 3005, New York, New York 10019; and 800 Delaware Avenue, Suite 800, Wilmington, Delaware 19801.

The Advisory Agreement for the Fund 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 Artisan Funds who are not “interested persons” of Artisan Funds 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 Fund. 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 or 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. Each Advisory Agreement will terminate automatically in the event of its assignment (as defined in the 1940 Act). A discussion regarding the basis for the board of directors’ decision to approve the renewal of the investment advisory contracts for the Fund will be available in the Fund’s annual report to shareholders for the fiscal year ended September 30, 2008. You may obtain a copy of the Fund’s most recent annual or semiannual reports, without charge, upon request to the Fund.

In return for its services, Artisan Opportunistic Growth Fund pays Artisan Partners a monthly fee at the annual rate of 0.900% of the Fund’s average daily net assets up to $1 billion; 0.875% of average daily net assets from $1 billion up to $4 billion; 0.850% of average daily net assets from $4 billion up to $8 billion; 0.825% of average daily net assets from $8 billion up to $12 billion; and 0.800% of average daily net assets over $12 billion. Artisan Partners has undertaken to reimburse the Fund for any ordinary operating expenses in excess of 1.50% of average daily net assets annually.

The Fund did not commence operations until on or after the date of this SAI and as such paid no advisory fees during the fiscal year ended September 30, 2007.

Code of Ethics

The 1940 Act and rules thereunder require that Artisan Funds, Artisan Partners and 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. The Code of Ethics does not prohibit employees who have knowledge of the investments and investment intentions of Artisan Funds from engaging in personal securities investing, but regulates 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.

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Distributor

Shares of the Fund are offered for sale by Distributors on a continuous basis without any sales commissions, 12b-1 fees, or other charges to the Fund or its shareholders pursuant to a Distribution Agreement between the Fund and Distributors. 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 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.

Artisan Funds pays all expenses in connection with registration of its shares with the U.S. Securities and Exchange Commission (“SEC”) 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 875 E. Wisconsin Avenue, Suite 800, Milwaukee, Wisconsin 53202.

Portfolio Transactions

Artisan Partners places the orders for the purchase and sale of the Fund’s portfolio securities. Artisan Partners’ primary objective in effecting portfolio transactions is to obtain the best combination of net price and execution under the circumstances. The best net price, giving effect to brokerage commissions, if any, and other transaction costs, is normally an important factor in this decision, but a number of other subjective 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, including trade anonymity; the execution, clearance and settlement capabilities of the broker-dealer selected, including its flexibility in completing step-out transactions, and others that are considered; Artisan Partners’ knowledge of the financial stability and operational capacity of the broker-dealer selected; whether executing the trade through an ECN can provide a better combination of net price and execution; and Artisan Partners’ knowledge of actual or apparent operational problems of any broker-dealer considered. To the extent more than one broker is considered capable of providing best execution, based on the factors listed above, Artisan Partners may take into account whether the broker provides the firm with research products or services, and the value of such products or services. Recognizing the value of those factors, Artisan Partners may cause the Fund to pay a brokerage commission in excess of that which another broker-dealer might have charged for effecting the same transaction.

Artisan Partners maintains and periodically updates a list of approved brokers and dealers that, in Artisan Partners’ judgment, generally are able to provide best net price and execution after taking into consideration the factors noted above. Evaluations of the services provided by broker-dealers, including the reasonableness of brokerage commissions based on the foregoing factors, are made on an ongoing basis by Artisan Partners’ staff while effecting portfolio transactions and periodically by Artisan Partners’ brokerage committee, and reports are made annually to Artisan Funds’ board of directors. As a matter of policy, Artisan Funds and Artisan

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Partners do not compensate a broker or dealer for any promotion or sale of Artisan Funds’ shares by directing to the broker or dealer (i) securities transactions for an Artisan Funds portfolio; or (ii) any remuneration, including but not limited to any commission, mark-up, mark-down or other fee (or portion thereof) received or to be received from Artisan Funds’ portfolio transactions effected through any other broker (including a government securities broker) or dealer (including a municipal securities dealer or a government securities dealer). Artisan Partners and Artisan Funds have adopted policies and procedures that are reasonably designed to prevent: (1) the persons responsible for selecting broker-dealers to effect transactions in portfolio securities (for example, trading desk personnel) from taking into account, in making those decisions, broker-dealers’ promotional or sales efforts on behalf of Artisan Funds; and (2) Artisan Funds, Artisan Partners and Distributors from entering into any agreement or other understanding under which they direct or are expected to direct brokerage transactions or revenue generated by those transactions to a broker-dealer to pay for distribution of Artisan Funds’ shares. As part of such policies and procedures, Artisan Partners’ staff conduct periodic testing to determine if any significant correlation exists between sales of Artisan Funds’ shares by a broker and the direction of brokerage transactions on behalf of Artisan Funds’ portfolios to that broker (or an affiliate).

A small portion, if any, of the brokerage commissions generated by the Fund may be directed to a broker in a commission recapture arrangement. Pursuant to those arrangements, the participating broker repays a portion of the commissions it receives, in cash, to the Fund. The cash rebates are made directly to the Fund and are included in net realized gain or loss on investments in the Fund’s Statement of Operations in the Fund’s annual and semiannual reports to shareholders.

When selecting a broker-dealer or an ECN for a particular transaction, Artisan Partners may consider, among other factors, the value of research products or services furnished to Artisan Partners by those organizations. The types of research products and services Artisan Partners may receive include: research reports, subscriptions to financial publications and research compilations; compilations of securities prices, earnings, dividends and similar data; quotation services; and services related to economic and other consulting services. When Artisan Partners receives these items in return for client brokerage, it relieves Artisan Partners of the expense it would otherwise bear of paying for those items with its own funds, which may provide an incentive to Artisan Partners to select a particular broker-dealer or ECN that will provide it with research products or services. However, Artisan Partners chooses those broker-dealers it believes are best able to provide the best combination of net price and execution in each transaction.

In some instances, Artisan Partners may have an agreement or understanding with a broker-dealer or ECN that Artisan Partners will direct brokerage transactions to that broker-dealer or ECN generating not less than a stated dollar amount of commissions. In those instances, the obligations of Artisan Partners pursuant to that agreement or understanding may, in some transactions, be an important or determining factor in the selection of a broker-dealer or ECN, even if another broker-dealer or ECN might execute the same transaction on comparable terms. Artisan Partners enters into such an agreement with a broker-dealer only if, in the judgment of Artisan Partners, the benefits to clients, including the Fund, of the research products and/or services provided outweigh any potential disadvantages to clients. In other instances, Artisan Partners may have no agreement or understanding with a broker-dealer that provides research. Artisan Partners identifies those broker-dealers that have provided it with research

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products or services and the value of the research products or services they provided. Artisan Partners directs commissions generated by its clients’ accounts in the aggregate to those broker-dealers to ensure the continued receipt of research products and services Artisan Partners believes are useful.

In some instances, Artisan Partners may receive from a broker-dealer a product or service that is used both for investment research and for administrative, marketing or other non-research purposes. In those cases, Artisan Partners makes a good faith effort to determine the proportion of such products or services that may be considered used for investment research. The portion of the costs of such products or services attributable to research usage may be defrayed by Artisan Partners through brokerage commissions generated by client transactions. Artisan Partners pays the portion of the costs attributable to non-research usage of those products or services from its own funds.

Artisan Partners may use research products or services provided by broker-dealers or ECNs in servicing Artisan Partners’ accounts (if any) and the accounts of any or all of its clients, including the Fund, managed by the investment team(s) that use the research products or services. Artisan Partners may use step-outs to direct commissions to a broker-dealer that has provided research services to Artisan Partners and provides clearing and settlement services in connection with a transaction.

The research products and services received by Artisan Partners include both third-party research (in which the broker-dealer provides research products or services prepared by a third party) and proprietary research (in which the research products or services provided are prepared by the broker-dealer providing them). Artisan Partners uses only a limited percentage of its client brokerage dollars for soft dollar commitments for third-party research, but uses a greater percentage to acquire proprietary research.

Artisan Partners’ use of client brokerage to acquire research products and services is intended to qualify for the safe harbor provided by Section 28(e) of the 1934 Act and may involve payment of agency commissions, compensation on certain riskless principal transactions, and any other securities transactions the compensation on which qualifies for safe harbor treatment.

Information about the brokerage commissions paid by the Fund is not provided because the Fund was not in operation prior to the date of this SAI.

Proxy Voting

The Fund has delegated responsibility for proxy voting to Artisan Partners. Artisan Partners votes proxies solicited by or with respect to the issuers of securities held by the Fund. When Artisan Partners votes the Fund’s proxy with respect to a specific issuer, the Fund’s economic interest as a shareholder of that issuer is Artisan Partners’ primary consideration in determining how the proxy should be voted. Artisan Partners generally does not take into account interests of other stakeholders of the issuer or interests Artisan Funds may have in other capacities.

When making proxy voting decisions, Artisan Partners generally adheres to proxy voting guidelines that set forth Artisan Partners’ proxy voting positions on recurring issues and criteria

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for addressing non-recurring issues. Artisan Partners believes the guidelines, if followed, generally will result in the casting of votes in the economic best interests of the Fund as a shareholder. The guidelines are based on Artisan Partners’ own research and analyses and the research and analyses provided by the proxy administration and research services engaged by Artisan Partners. The guidelines are not exhaustive and do not include all potential voting issues. Because proxy issues and the circumstances of individual companies are so varied, there may be instances when Artisan Partners votes contrary to its general guidelines. In addition, due to the varying regulations, customs and practices of non-U.S. countries, Artisan Partners may vote contrary to its general guidelines in circumstances where it believes its guidelines would result in a vote inconsistent with local regulations, customs or practices.

In the following circumstances Artisan Partners may not vote the Fund’s proxy:

• Artisan Partners has concluded that voting would have no identifiable economic benefit to the Fund as a shareholder, such as when the security is no longer held in the Fund’s portfolio or when the value of the portfolio holding is indeterminable or insignificant.

• Artisan Partners has concluded that the costs of or disadvantages resulting from voting outweigh the economic benefits of voting. For example, in some non-U.S. jurisdictions, the sale of securities voted may be legally or practically prohibited or subject to some restriction for some period of time, usually between the record and meeting dates (“share blocking”). Artisan Partners believes that the loss of investment flexibility resulting from share blocking generally outweighs the benefit to be gained by voting. Information about share blocking is often incomplete or contradictory. For example, the Fund’s custodian may effectively restrict transactions even in circumstances in which Artisan Partners believes that share blocking is not required by law. Artisan Partners relies on the custodian and on its proxy service provider to identify share blocking jurisdictions. To the extent such information is wrong, Artisan Partners could fail to vote shares that could have been voted without loss of investment flexibility, or could vote shares and then be prevented from engaging in a potentially beneficial transaction.

• The Fund, in conjunction with its custodian, has not fulfilled all administrative requirements for voting proxies in foreign jurisdictions (which may be imposed a single time or may be periodic), such as providing a power of attorney to the Fund’s local sub-custodian.

• The Fund, as of the record date, has loaned the securities to which the proxy relates and Artisan Partners has concluded that it is not in the best interest of the Fund to recall the loan in order to vote the securities.

• The Fund so directs Artisan Partners.

Artisan Partners has engaged a primary proxy service provider to (i) make recommendations to Artisan Partners of proxy voting policies for adoption by Artisan Partners; (ii) perform research and make recommendations to Artisan Partners as to particular shareholder votes being solicited; (iii) perform the administrative tasks of receiving proxies and proxy statements, marking proxies as instructed by Artisan Partners and delivering those proxies; (iv)

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retain proxy voting records and information; and (v) report to Artisan Partners on its activities. The primary proxy service provider does not have the authority to vote proxies except in accordance with standing or specific instructions given to it by Artisan Partners. Artisan Partners retains final authority and fiduciary responsibility for the voting of proxies. In addition to the primary proxy service provider, Artisan Partners has engaged a second proxy service provider to perform research and make recommendations to Artisan Partners as to particular shareholder votes being solicited, and may engage one or more additional providers from time to time. In some instances for non-U.S. companies, there may be little or no information available on matters to be voted on. In those circumstances, Artisan Partners generally follows the recommendation of its primary proxy service provider.

Artisan Partners’ proxy voting committee oversees the proxy voting process, reviews the proxy voting policy at least annually, develops the guidelines and grants authority to proxy administrators (certain Artisan Partners employees, or such other persons as may be designated by the proxy voting committee) to vote proxies in accordance with the guidelines and otherwise performs administrative services relating to proxy voting. The proxy voting committee also makes determinations as to the votes to be cast with respect to each matter (a) for which the guidelines do not specify a particular vote and an investment team recommends a vote inconsistent with the vote recommended by Artisan Partners’ primary proxy service provider, and/or (b) for which an investment team recommends a vote that is not consistent with the guidelines. None of the members of the proxy voting committee is responsible for servicing other existing Artisan Partners’ clients or soliciting new clients for Artisan Partners.

Artisan Partners may have a relationship with an issuer that could pose a conflict of interest when voting the shares of that issuer on the Fund’s behalf. Artisan Partners will be deemed to have a potential conflict voting proxies of an issuer if: (i) Artisan Partners manages assets for the issuer or an affiliate of the issuer and also recommends that the Fund invest in such issuer’s securities; (ii) a director, trustee or officer of the issuer or an affiliate of the issuer is a director of Artisan Funds or an employee of Artisan Partners; (iii) Artisan Partners is actively soliciting that issuer or an affiliate of the issuer as a client and the Artisan Partners employees who recommend, review or authorize a vote have actual knowledge of such active solicitation; (iv) a director or executive officer of the issuer has a personal relationship with an Artisan Partners employee who recommends, reviews or authorizes the vote; or (v) another relationship or interest of Artisan Partners, or an employee of Artisan Partners, exists that may be affected by the outcome of the proxy vote and that is deemed to represent an actual or potential conflict for the purposes of the proxy voting policy.

Artisan Partners maintains a list of issuers with whom it believes it has a potential conflict voting proxies (the “Identified Issuers”), and provide such list to each proxy administrator, who refers all votes for Identified Issuers to a member of the proxy voting committee. Based on the information provided by the proxy administrator and such other information as the proxy voting committee may request, the proxy voting committee member conducts an independent review of the proposed vote. If that member of the proxy voting committee has a material relationship with or has an immediate family member with a material relationship with the Identified Issuer, such person shall recuse himself or herself from the review of the vote and identify another member of the proxy voting committee without any such relationship with the Identified Issuer to conduct the review.

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In the event an actual or potential conflict of interest has been identified, the proxy voting committee member may instruct the proxy administrator to vote proxies in accordance with the recommendations of the secondary proxy service provider, provided that the secondary proxy service provider provides research and analysis with respect to the issuer in question and the proxy voting committee has reason to believe the secondary proxy service provider is independent of such issuer. Such belief may be based upon a written certification provided to Artisan Partners by the secondary proxy service provider or any other source the proxy voting committee deems reliable. In the event the secondary proxy service provider does not provide research and analysis with respect to the issuer in question or the proxy voting committee has reason to believe the secondary proxy service provider is not independent of such issuer, a member of the proxy voting committee may instruct the proxy administrator to vote proxies in accordance with the recommendations of the primary proxy service provider, provided that the primary proxy service provider provides research and analysis with respect to the issuer in question and the proxy voting committee has reason to believe the primary proxy service provider is independent of such issuer. If neither the secondary nor primary proxy service provider meets those requirements, the proxy voting committee shall meet and consider what course of action will be in the best economic interests of Artisan Partners’ clients, including the Fund, consistent with Artisan Partners’ obligations under applicable proxy voting rules.

Artisan Partners prepares a reconciliation periodically by which it compares (a) the number of shares voted by the primary proxy service provider with the holdings of the Fund as of a record date and (b) the votes cast with Artisan Partners’ standing and specific voting instructions. Artisan Partners uses reasonable efforts to determine the reasons for any identified discrepancies, and if such discrepancies are due to an administrative error of the primary proxy service provider, Artisan Partners works with such provider to minimize the risk of such errors in the future.

The Fund is required to file with the SEC its complete proxy voting record for the twelve-month period ending June 30, by no later than August 31 of each year. The Fund’s proxy voting record for the twelve-month period ending June 30, 2009 will be available by August 31, 2009 (1) on the SEC’s website at www.sec.gov and (2) on Artisan Funds’ website at www.artisanfunds.com.

Artisan Partners maintains a copy of any document generated by Artisan Partners or its agents that was integral to formulating the basis for a proxy voting decision or that memorializes the basis for a proxy voting decision for no less than seven years, the first two years in an appropriate office of Artisan Partners.

Disclosure of Portfolio Holdings

The board of directors has adopted policies and procedures to govern the disclosure of portfolio holdings. The board of directors periodically reviews these policies and procedures to ensure they adequately protect and are in the best interests of the Fund’s shareholders. The procedures identify the circumstances in which the Fund’s portfolio holdings will be made publicly available and conditions under which, with appropriate safeguards, holdings may be selectively disclosed in order to further a legitimate business interest of the Fund. In its consideration of the policy, the board of directors noted the prohibition on compensation to any person or entity in connection with the release of the Fund’s portfolio holdings. The board also noted that the release of nonpublic portfolio holdings information, other than in the

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circumstances outlined in the policy approved by the board, must be approved by officers of Artisan Funds, and may be made only if the disclosure is consistent with a legitimate business purpose of the Fund and the recipient has agreed in writing to be subject to a duty of confidentiality and an undertaking not to trade on the nonpublic information.

Artisan Partners’ compliance staff conducts periodic reviews of compliance with the policy and provides at least annually a report to the board of directors regarding the policy’s operation within the compliance program and any material changes recommended as a result of such review.

Except as provided in Artisan Funds’ policy on the release of portfolio holdings or as required by applicable law, no listing of the portfolio holdings or discussion of one or more portfolio holding of any Artisan Fund may be provided to any person. In no case do Artisan Funds, Artisan Partners, Distributors, or any other person or entity receive compensation or other consideration (including any agreement to maintain assets in the Fund or in other investment companies or accounts managed by Artisan Partners or its affiliates) for the disclosure of the Fund’s portfolio holdings.

Public Disclosure. A complete list of the Fund’s portfolio holdings as of the close of each calendar quarter will be made publicly available on Artisan Funds’ website (www.artisanfunds.com) on the 15th day of the following calendar quarter, or such other date as the Fund may determine. Portfolio holdings information can be found on Artisan Funds’ website under “Materials” at www.artisanfunds.com/materials_info/view_online.cfm. A complete list of portfolio holdings is also included in the reports Artisan Funds files with the SEC after the end of each quarter. The Fund may disclose its top ten holdings or an incomplete list of its holdings, provided that the top ten holdings or other incomplete list has been made publicly available on Artisan Funds’ website at least one day prior to disclosure of such information or has been included in an SEC filing that is required to include the information. A discussion of one or more portfolio holdings also may be made available, provided that the substance of such discussion has been made publicly available on Artisan Funds’ website at least one day prior to disclosure of such information or is otherwise publicly available. Any such list of holdings or discussion of one or more portfolio holdings will remain available on Artisan Funds’ website at least until the date on which the Fund files a report with the SEC that includes a list of portfolio holdings and is for the period that includes the date as of which such information is current.

Artisan Funds will disclose portfolio holdings information of the Fund on a quarterly basis through the filing of its Forms N-CSR (with respect to each annual and semiannual period) and Forms N-Q (with respect to the first and third quarters of the Fund’s fiscal year). See the Fund’s prospectus for information on the Fund’s release of portfolio holdings information.

Disclosure of statistical or descriptive information about the Fund’s holdings that does not specifically name the securities held is not prohibited by the Fund’s policy on release of portfolio holdings.

Release of Portfolio Holdings to Fund Service Providers and Other Third Parties. The Fund may release nonpublic portfolio holdings information to selected parties in advance of public release if (i) based on a determination by any of the president, chief financial officer, chief compliance officer or general counsel of Artisan Funds, such disclosure in the manner and at the time proposed is consistent with the Fund’s legitimate business purpose and (ii) the recipient

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agrees in writing that it is subject to a duty of confidentiality with respect to that information and undertakes not to trade in securities or other property on the basis of that information unless and until that information is made publicly available. Examples of instances in which selective disclosure may be appropriate include, without limitation, disclosure (a) to the directors of or service providers to Artisan Funds who have a reasonable need of that information to perform their services for the Fund, including, but not limited to Artisan Partners; Distributors; Bell, Boyd & Lloyd LLP, Ropes & Gray LLP, Seyfarth Shaw LLP, Fulbright & Jaworski LLP and Jenner & Block LLP, attorneys for Artisan Funds; Ernst & Young LLP, the Fund’s independent registered public accounting firm; PricewaterhouseCoopers LLP, Artisan Partners’ independent registered public accounting firm; State Street Bank & Trust Company, the Fund’s custodian and transfer agent; Boston Financial Data Services, Inc., the Fund’s sub-transfer agent; Risk Metrics Group (formerly known as Institutional Shareholder Services) and Glass, Lewis & Co., the Fund’s proxy voting service providers; the Fund’s securities valuation service providers, which include Reuters, The WM Company, Bloomberg, FT Interactive Data, Bear Stearns, Lehman Brothers Fixed Income Research and ITG, Inc.; and the Fund’s printing, reporting, website and filing support service providers, which include R.R. Donnelley & Sons Company, Confluence Technologies, Inc., Compex Litigation Support LLC, Ivize, Stark Media, Diversified Mail & Fulfillment Specialists, Proven Direct, Essex Two and The Printery; (b) to broker-dealers or other counterparties, research providers or analytical services of holdings or lists of holdings, or lists of securities of interest, in connection with their provision of brokerage, research, analytical or securities lending services; and (c) in connection with purchases or redemptions in-kind permitted under Artisan Funds’ policy on purchases and redemptions in kind.

Exceptions to Policy. Exceptions to the policy on the release of portfolio holdings must be (i) based on a determination by any of the president, chief financial officer, chief compliance officer or general counsel of Artisan Funds that such disclosure in the manner and at the time proposed is consistent with the Fund’s legitimate business purpose and (ii) made pursuant to a written agreement under which the person or entity receiving portfolio holdings information is subject to a duty of confidentiality and undertakes not to trade in securities or other property on the basis of that information unless and until that information is made publicly available.

Artisan Funds’ chief compliance officer or, in his or her absence, its general counsel, is responsible for keeping written records of any exceptions granted. To guard against conflicts between the interests of the Fund and Artisan Partners or its affiliates, any exceptions are required to be reported to the board of directors no later than at the next regularly scheduled board meeting after an exception is made.

Purchasing and Redeeming Shares

Purchases and redemptions are discussed in the prospectus under the headings “Buying Shares” and “Redeeming Shares.” In addition, you may, subject to the approval of Artisan Funds, purchase shares of the Fund with securities that are held in the Fund’s portfolio (or, rarely, with securities that are not currently held in the portfolio but that are eligible for purchase by the Fund (consistent with the Fund’s goal and investment process)) that have a value that is readily ascertainable in accordance with the Fund’s valuation policies. Should Artisan Funds approve your purchase of the Fund’s shares with securities, Artisan Funds would follow its “Purchase In-Kind” procedures and would value the securities tendered in payment (determined as of the next close of regular session trading on the New York Stock Exchange (“NYSE”) after receipt of the purchase order) pursuant to Artisan Funds’ “Procedures for Valuation of Portfolio

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Securities” as then in effect. If you are interested in purchasing Fund shares with securities, call Artisan Funds at 800.344.1770.

Shares of the Fund may be purchased or redeemed through certain financial services companies, some of which may charge a transaction fee. The Fund may authorize from time to time certain financial services companies, broker-dealers or their designees (“authorized agents”) to accept share purchase and redemption orders on its behalf. For purchase orders placed through an authorized agent, a shareholder will pay the Fund’s NAV per share (see “Net Asset Value” below) next computed after the receipt by the authorized agent of such purchase order, plus any applicable transaction charge imposed by the agent. For redemption orders placed through an authorized agent, a shareholder will receive redemption proceeds that reflect the NAV per share next computed after the receipt by the authorized agent of the redemption order, less any redemption fees imposed by the agent. However, the Fund reserves the right to waive or reduce the minimum initial or subsequent investment requirements for any account held through an authorized agent.

Some investors may purchase shares of the Fund through an authorized agent or other financial services company that does not charge any transaction fees directly to those investors. However, such a company may charge a fee for accounting and shareholder servicing services provided by the company with respect to Fund shares held by the company for its customers. These services may include record keeping, transaction processing for shareholders’ accounts and other services to clients of the authorized agents. The Fund may pay a portion of those fees, which is intended to compensate the authorized agent for its provision of services of the type that would be provided by the Fund’s transfer agent or other service providers if the shares were registered directly on the books of the Fund. Artisan Partners, at its own expense, may pay authorized agents for accounting and shareholder services (to the extent those fees are not paid by the Fund) and for distribution and marketing-related services. Such payments may be made for one or more of the following: (1) expenses incurred by authorized agents for their sales activities with respect to the Fund, such as preparing, printing and distributing sales literature and advertising materials and compensating registered representatives or other employees of authorized agents for their sales activities and (2) marketing and promotional services by authorized agents, such as business planning assistance, educating personnel about the Fund and sponsoring sales meetings. Although neither the Fund nor Artisan Partners pays for the Fund to be included in an authorized agent’s “preferred list” or other promotional program, some authorized agents that receive compensation as described above may have such programs in which the Fund may be included.

Net Asset Value. Share purchase and redemption orders will be priced at the Fund’s NAV next computed after such orders are received and accepted by: (i) the Fund; or (ii) an authorized agent authorized by the Fund to accept purchase and redemption orders on the Fund’s behalf.

The NAV of the Fund’s shares is determined as of the close of regular session trading on the NYSE (usually 4:00 p.m., Eastern Time, but sometimes earlier) each day the NYSE is open for regular session trading. NAV will not be determined on days when the NYSE is closed unless, in the judgment of the board of directors, the Fund’s NAV should be determined on any such day, in which case the determination will be made as of 4:00 p.m., Eastern Time. The NAV per share of the Fund (or of a class of shares of the Fund) is determined by dividing the value of all its securities and other assets, less liabilities attributable to the Fund (or class), by the number

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of shares of the Fund (or class) outstanding. See “Share Price” in the Fund’s prospectus under the caption “Investing with Artisan Funds” for a description of the procedures used by the Fund to value securities. For purposes of calculating the NAV, securities transactions and shareholder transactions are accounted for no later than one business day after the trade date, in accordance with applicable law.

The markets in which non-U.S. securities trade are sometimes open on days when the NYSE is not open and the Fund does not calculate its NAV, and sometimes are not open on days when the Fund does calculate its NAVs. Even on days on which both the foreign market and the NYSE are open, several hours may have passed between the time when trading in the foreign market closed and the NYSE closes and the Fund calculates its NAV.

Portfolio securities and assets are valued chiefly by quotations from the primary market in which they are traded. When reliable market quotations are not readily available, securities are priced at a fair value, calculated according to procedures adopted by the board of directors. Reliable market quotations may be considered not to be readily available, and the Fund may therefore use fair value pricing, if, in the opinion of the valuation committee, the value of a security the Fund holds is materially affected by events occurring after the close of the primary market or exchange on which the security is traded but before the time as of which the NAV is calculated. Artisan Partners has retained a third party service provider to assist in determining estimates of fair values for foreign securities, under certain circumstances. This service utilizes statistical data based on historical performance of securities, markets and other data in developing factors used to estimate a fair value. When fair value pricing is employed, the value of a portfolio security used by the Fund to calculate its NAV may differ from quoted or published prices for the same security. Estimates of fair value utilized by the Fund as described above may differ from the value realized on the sale of those securities and the differences may be material to the NAV of the applicable Fund.

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 1940 Act, 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.

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 SEC, if the NYSE is closed for other than customary weekend and holiday closings; (b) the SEC has by order permitted such suspension; or (c) an emergency, as determined by the SEC, exists, making disposal of portfolio securities or valuation of the Fund’s net assets not reasonably practicable.

The Fund has adopted a policy regarding the correction of any error in the computation of NAV. When an error is discovered, the difference between the originally computed (erroneous) NAV and the correct NAV is calculated. If the difference is equal to or less than one cent per

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share, the error is deemed immaterial and no action is taken. If the difference is greater than one cent per share, the following actions are taken:

Amount of Difference	Action Taken
<  1/2 of 1% of the originally computed NAV	The Fund determines whether it has incurred a loss or a benefit. If the Fund has either paid excessive redemption proceeds or received insufficient subscription proceeds (“fund loss”), the party responsible for the error is expected to reimburse the Fund for the amount of the loss. If the Fund has received a benefit from the error, no action is taken.
= or >  1/2 of 1% of the originally computed NAV	If any shareholder has sustained a loss exceeding $10, the Fund or the party responsible for the error is expected to pay the shareholder any additional redemption proceeds owed and either refund excess subscription monies paid or credit the shareholder’s account with additional shares as of the date of the error. Either the responsible party or the individual shareholders who experienced a benefit as a result of the error are expected to reimburse the Fund for any fund losses attributable to them.

Additional Tax Information

Artisan Funds intends for the Fund to continue to qualify as a “regulated investment company” under Subchapter M of the Code and thus not be subject to federal income taxes on amounts that it distributes to shareholders. If the Fund 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 whether received in cash or reinvested in additional shares. For federal income tax purposes, any distribution that is paid in January but that was declared in October, November or December of the prior calendar year is deemed paid as of December 31 of 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, except as described below with respect to “qualified dividend income.” Net short-term gain distributed by the Fund does not retain its character; it is taxable to shareholders as ordinary income and may not be offset against other capital losses. Distributions of net long-term capital gains are taxable to you as long-term capital gains 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.

The Jobs and Growth Tax Relief Reconciliation Act of 2003 (the “Act”) reduced the maximum tax rate on long-term capital gains of noncorporate investors from 20% to 15%. The Act also reduced to 15% the maximum tax rate on “qualified dividend income” received by noncorporate shareholders who satisfy certain holding period requirements. In the case of the Fund, which qualifies as a regulated investment company for tax purposes, the amount of dividends that may be eligible for the reduced rate may not exceed the amount of aggregate qualifying dividends received by the Fund. To the extent the Fund distributes amounts of dividends, including short-term capital gain dividends, that the Fund determines are eligible for the reduced rates, it will identify the relevant amounts in its annual tax information reports to its shareholders. Without further legislative change, the rate reductions enacted by the Act will

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lapse, and the previous rates will be reinstated, for taxable years beginning on or after January 1, 2011.

A portion of dividends from the Fund also may be eligible for the dividends-received deduction allowed to corporations. The eligible portion may not exceed the aggregate dividends the Fund receives from U.S. corporations. However, dividends a corporate shareholder receives and deducts pursuant to the dividends-received deduction are subject indirectly to the federal alternative minimum tax.

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 generally 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 and payments of dividends and distributions. 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;

• You fail to certify that you are a U.S. Person (including a U.S. resident alien); or

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

As modified by the Act, the backup withholding percentage is 28% for amounts paid through 2010, when the percentage will increase to 31% unless amended by Congress.

The backup withholding 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.

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In accordance with tax laws, the Fund intends to treat securities issued by a PFIC 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 that the Fund will be required to distribute even though it has not sold the security and received cash to pay such distributions.

The Fund’s transactions in foreign currencies may give rise to ordinary income or loss to the extent such income or loss results from fluctuations in the value of the foreign currency concerned. Foreign currency gains and losses are taxable as ordinary income. If the net effect of these transactions is a gain, the income dividend paid by the Fund will be increased; if the result is a loss, the income dividend paid by the Fund will be decreased.

If more than 50% of the value of the Fund's total assets at the end of its fiscal year are invested in stock or securities of foreign corporate issuers, the Fund may make an election permitting its shareholders to take a deduction or credit for federal tax purposes for their portion of certain qualified foreign taxes paid by the Fund. Alternatively, the Fund may choose not to pass through the foreign taxes to shareholders, but instead itself take the deduction for foreign taxes paid in determining the Fund's taxable income, which would reduce the Fund's taxable income distributed to shareholders and on which shareholders subject to income tax are required to pay tax. The Fund currently does not expect to pass through foreign taxes to shareholders, but instead expects to account for those taxes at the Fund level.

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. The Fund generally does not sell shares to investors residing outside the U.S. and certain of the Fund’s investment strategies and policies may cause adverse tax consequences for shareholders residing outside the U.S. U.S. citizens residing in a foreign country should consult their tax advisors as to the tax consequences of owning Fund shares.

Custodian and Transfer Agent

State Street Bank & Trust Company (“State Street”), 200 Newport Avenue, North Quincy, MA 02171, 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 has delegated most transfer agent functions to its affiliate, Boston Financial Data Services, 30 Dan Road, Canton, MA 02021. 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 Registered Public Accounting Firm

Ernst & Young LLP serves as the Fund’s independent registered public accounting firm. The independent registered public accounting firm provides services including (i) an audit of the annual financial statements; (ii) assistance and consultation in connection with SEC filings; and (iii) preparation of the annual income tax returns filed on behalf of the Fund.

43

Financial Statements

Financial statements for the Fund are not presented because the Fund was not in operation prior to the date of this SAI.

44

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. (e)
(a)(7)	Articles of Amendment dated June 29, 2000. (n)
(a)(8)	Articles of Amendment dated November 29, 2000. (g)
(a)(9)	Articles of Amendment dated August 30, 2001. (h)
(a)(10)	Articles of Amendment dated June 5, 2002. (j)
(a)(11)	Articles of Amendment dated January 12, 2006. (r)
(a)(12)	Articles of Amendment dated May 10, 2006. (t)
(a)(13)	Articles of Amendment dated August 3, 2006. (v)
(a)(14)	Articles of Amendment dated September 11, 2007. (y)
(a)(15)	Articles of Amendment dated February 14, 2008. (aa)
(a)(16)	Articles of Amendment dated June 18, 2008.
(b)	Bylaws, as amended and restated. (w)
(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. (f)

C-1

Exhibit Number	Description
(d)(5)	Investment Advisory Agreement between the Registrant and Artisan Partners Limited Partnership relating to Artisan Mid Cap Value Fund. (h)
(d)(6)	Investment Advisory Agreement between the Registrant and Artisan Partners Limited Partnership relating to Artisan International Small Cap Fund. (j)
(d)(7)	Investment Advisory Agreement between the Registrant and Artisan Partners Limited Partnership relating to Artisan International Value Fund. (l)
(d)(8)	Amendment No. 1 to the Investment Advisory Agreement between the Registrant and Artisan Partners Limited Partnership relating to Artisan International Fund. (q)
(d)(9)	Investment Advisory Agreement between the Registrant and Artisan Partners Limited Partnership relating to Artisan Opportunistic Value Fund. (s)
(d)(10)	Investment Advisory Agreement between the Registrant and Artisan Partners Limited Partnership relating to Artisan Emerging Markets Fund. (t)
(d)(11)	Investment Advisory Agreement between the Registrant and Artisan Partners Limited Partnership relating to Artisan Global Value Fund. (x)
(d)(12)	Investment Advisory Agreement between the Registrant and Artisan Partners Limited Partnership relating to Artisan Opportunistic Growth Fund.
(e)(1)	Distribution Agreement between the Registrant and Artisan Distributors LLC. (f)
(e)(2)	Notification to Distributor regarding addition of Artisan Mid Cap Value Fund. (h)
(e)(3)	Notification to Distributor regarding addition of Artisan International Small Cap Fund. (j)
(e)(4)	Notification to Distributor regarding addition of Artisan International Value Fund. (l)
(e)(5)	Notification to Distributor regarding addition of Artisan Opportunistic Value Fund. (s)
(e)(6)	Notification to Distributor regarding addition of Artisan Emerging Markets Fund. (t)
(e)(7)	Notification to Distributor regarding addition of Artisan International Value Fund – Institutional Shares. (v)
(e)(8)	Notification to Distributor regarding addition of Artisan Global Value Fund. (y)
(e)(9)	Notification to Distributor regarding addition of Artisan Emerging Markets Fund – Advisor Shares. (bb)
(e)(10)	Form of Notification to Distributor regarding addition of Artisan Opportunistic Growth 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)

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Exhibit Number	Description
(g)(3)	Notification to Custodian regarding addition of Artisan Small Cap Value Fund. (d)
(g)(4)	Amendment No. 1 to Custodian Agreement. (f)
(g)(5)	Notification to Custodian regarding addition of Artisan Mid Cap Value Fund. (h)
(g)(6)	Notification to Custodian regarding addition of Artisan International Small Cap Fund. (j)
(g)(7)	Notification to Custodian regarding addition of Artisan International Value Fund. (n)
(g)(8)	Amendment No. 2 to Custodian Agreement. (n)
(g)(9)	Notification to Custodian regarding addition of Artisan Opportunistic Value Fund. (s)
(g)(10)	Notification to Custodian regarding addition of Artisan Emerging Markets Fund. (t)
(g)(11)	Notification to Custodian regarding addition of Artisan Global Value Fund. (y)
(g)(12)	Form of Notification to Custodian regarding addition of Artisan Opportunistic Growth Fund.
(h)(1)	Transfer Agency and Service Agreement between the Registrant and State Street Bank and Trust Company. (i)
(h)(2)	Notification to Transfer Agent regarding addition of Artisan International Small Cap Fund. (j)
(h)(3)	Notification to Transfer Agent regarding addition of Artisan International Value Fund. (m)
(h)(4)	Letter agreement dated July 24, 2002 between the Registrant and State Street Bank and Trust Company. (n)
(h)(5)	Amendment No. 1 to Transfer Agency and Service Agreement. (o)
(h)(6)	October 1, 2003 amendment to letter agreement dated July 24, 2002 between the Registrant and State Street Bank and Trust Company. (p)
(h)(7)	Notification to Transfer Agent regarding addition of Artisan Opportunistic Value Fund. (s)
(h)(8)	Notification to Transfer Agent regarding addition of Artisan Emerging Markets Fund. (t)
(h)(9)	Notification to Transfer Agent regarding addition of Artisan International Value Fund – Institutional Shares. (v)
(h)(10)	Amendment to Transfer Agency and Service Agreement between the Registrant and State Street Bank and Trust Company. (v)
(h)(11)	Notification to Transfer Agent regarding addition of Artisan Global Value Fund. (y)

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Exhibit Number	Description
(h)(12)	Notification to Transfer Agent regarding addition of Artisan Emerging Markets Fund – Advisor Shares. (bb)
(h)(13)	Form of Notification to Transfer Agent regarding addition of Artisan Opportunistic Growth Fund.
(i)(1)	Opinion and consent of Bell, Boyd & Lloyd LLC relating to Artisan Small Cap Fund and Artisan International Fund. (a)
(i)(2)	Opinion and consent of Bell, Boyd & Lloyd LLC relating to Artisan International Fund – Institutional Shares. (b)
(i)(3)	Opinion and consent of Godfrey & Kahn, S.C. relating to Artisan Mid Cap Fund. (c)
(i)(4)	Opinion and consent of Godfrey & Kahn, S.C. relating to Artisan Small Cap Value Fund. (d)
(i)(5)	Opinion and consent of Godfrey & Kahn, S.C. relating to Artisan Mid Cap Fund – Institutional Shares. (e)
(i)(6)	Opinion and consent of Godfrey & Kahn, S.C. relating to Artisan Mid Cap Value Fund – Investor Shares. (g)
(i)(7)	Opinion and consent of Godfrey & Kahn, S.C. relating to Artisan International Small Cap Fund – Investor Shares. (h)
(i)(8)	Opinion and consent of Godfrey & Kahn, S.C. relating to Artisan International Value Fund – Investor Shares. (k)
(i)(9)	Opinion and consent of Godfrey & Kahn, S.C. relating to Artisan Opportunistic Value Fund – Investor Shares. (s)
(i)(10)	Opinion and consent of Godfrey & Kahn, S.C. relating to Artisan Emerging Markets Fund – Institutional Shares. (t)
(i)(11)	Opinion and consent of Godfrey & Kahn, S.C. relating to Artisan International Value Fund – Institutional Shares. (v)
(i)(12)	Opinion and consent of Godfrey & Kahn, S.C. relating to Artisan Global Value Fund – Investor Shares. (y)
(i)(13)	Opinion and consent of Godfrey & Kahn, S.C. relating to Artisan Emerging Markets Fund – Advisor Shares. (bb)
(i)(14)	Consent of Bell, Boyd & Lloyd LLP.
(i)(15)	Consent of Godfrey & Kahn, S.C.
(j)(1)	Consent of Ernst & Young LLP.
(k)	None.
(l)(1)	Subscription Agreement between the Registrant and Andrew A. Ziegler and Carlene Murphy Ziegler relating to Artisan Small Cap Fund. (a)

C-4

Exhibit Number	Description
(l)(2)	Subscription Agreement between the Registrant and Artisan Partners Limited Partnership relating to Artisan Opportunistic Value Fund. (s)
(l)(3)	Subscription Agreement between the Registrant and Artisan Partners Limited Partnership relating to Artisan Emerging Markets Fund. (u)
(l)(4)	Subscription Agreement between the Registrant and Artisan Partners Limited Partnership relating to Artisan Global Value Fund. (z)
(l)(5)	Form of Subscription Agreement between the Registrant and Artisan Partners Limited Partnership relating to Artisan Opportunistic Growth Fund.
(m)	None.
(n)	Multiple Class Plan pursuant to Rule 18f-3 for Artisan International Fund, Artisan Mid Cap Fund, Artisan Emerging Markets Fund and Artisan International Value Fund. (aa)
(p)(1)	Artisan Funds, Inc. Code of Ethics for Independent Directors. (x)
(p)(2)	Artisan Funds, Inc., Artisan Partners Limited Partnership and Artisan Distributors LLC Code of Ethics and Policy and Procedures to Prevent Misuse of Inside Information.

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

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

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

(g) Previously filed. Incorporated by reference to the exhibit filed with post-effective amendment no. 14 to the Registration Statement, filed on November 30, 2000.

(h) Previously filed. Incorporated by reference to the exhibit filed with post-effective amendment no. 16 to the Registration Statement, filed on September 4, 2001.

(i) Previously filed. Incorporated by reference to the exhibit filed with post-effective amendment no. 17 to the Registration Statement, filed on October 29, 2001.

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(j) Previously filed. Incorporated by reference to the exhibit filed with post-effective amendment no. 18 to the Registration Statement, filed on June 6, 2002.

(k) Previously filed. Incorporated by reference to the exhibit filed with post-effective amendment no. 19 to the Registration Statement, filed on June 7, 2002.

(l) Previously filed. Incorporated by reference to the exhibit filed with post-effective amendment no. 20 to the Registration Statement, filed on August 21, 2002.

(m) Previously filed. Incorporated by reference to the exhibit filed with post-effective amendment no. 21 to the Registration Statement, filed on October 29, 2002.

(n) Previously filed. Incorporated by reference to the exhibit filed with post-effective amendment no. 22 to the Registration Statement, filed on September 26, 2003.

(o) Previously filed. Incorporated by reference to the exhibit filed with post-effective amendment no. 23 to the Registration Statement, filed on January 28, 2004.

(p) Previously filed. Incorporated by reference to the exhibit filed with post-effective amendment no. 24 to the Registration Statement, filed on November 30, 2004.

(q) Previously filed. Incorporated by reference to the exhibit filed with post-effective amendment no. 25 to the Registration Statement, filed on December 1, 2005.

(r) Previously filed. Incorporated by reference to the exhibit filed with post-effective amendment no. 27 to the Registration Statement, filed on January 31, 2006.

(s) Previously filed. Incorporated by reference to the exhibit filed with post-effective amendment no. 28 to the Registration Statement, filed on March 21, 2006.

(t) Previously filed. Incorporated by reference to the exhibit filed with post-effective amendment no. 31 to the Registration Statement, filed on June 26, 2006.

(u) Previously filed. Incorporated by reference to the exhibit filed with post-effective amendment no. 32 to the Registration Statement, filed on August 4, 2006.

(v) Previously filed. Incorporated by reference to the exhibit filed with post-effective amendment no. 33 to the Registration Statement, filed on September 26, 2006.

(w) Previously filed. Incorporated by reference to the exhibit filed with post-effective amendment no. 34 to the Registration Statement, filed on December 26, 2006.

(x) Previously filed. Incorporated by reference to the exhibit filed with post-effective amendment no. 35 to the Registration Statement, filed on September 11, 2007.

(y) Previously filed. Incorporated by reference to the exhibit filed with post-effective amendment no. 36 to the Registration Statement, filed on December 3, 2007.

(z) Previously filed. Incorporated by reference to the exhibit filed with post-effective amendment no. 37 to the Registration Statement, filed on January 28, 2008.

(aa) Previously filed. Incorporated by reference to the exhibit filed with post-effective amendment no. 38 to the Registration Statement, filed on February 14, 2008.

(bb) Previously filed. Incorporated by reference to the exhibit filed with post-effective amendment no. 39 to the Registration Statement, filed on April 14, 2008.

C-6

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 and Article IX of Registrant’s Bylaws (Exhibits (a)(1) through (b)), which are incorporated herein by reference) provide 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. 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 Registrant 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, as amended (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.

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 policies of insurance maintained by Registrant, within the limits and subject to the limitations of the policies, 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

C-7

are parties by reason of being or having been such directors or officers. The policies expressly exclude 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. As a limited partnership, Artisan Partners Limited Partnership (“Artisan Partners” or “APLP”) itself has no executive officers or directors; however, the principal executives of its general partner, Artisan Investment Corporation, are: Eric R. Colson, Vice President – APLP Investment Operations; Karen L. Guy, Vice President – APLP Business Operations; Janet D. Olsen, Vice President and Secretary; Lawrence A. Totsky, Chief Financial Officer and Treasurer; and Andrew A. Ziegler, President. Each officer of Artisan Investment Corporation is a Managing Director of Artisan Partners. Mr. Ziegler and Carlene M. Ziegler are the only members of the board of directors of Artisan Investment Corporation. For a description of other business, profession, vocation or employment of a substantial nature in which any director or officer of Artisan Investment Corporation, except Mr. Colson and Ms. Guy, has engaged during the last two years for his or her 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. In addition to being Managing Directors of Artisan Partners, Mr. Colson and Ms. Guy serve as the Chief Operating Officer of Investment Operations and Chief Operating Officer of Business Operations, respectively, of Artisan Partners. 

ITEM 27. Principal Underwriters.

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

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(b) Name	Positions and Offices with Underwriter	Positions and Offices with Fund
Andrew A. Ziegler	Chairman, President, Chief Executive Officer and Principal	Director, Chief Executive Officer and President
Michael C. Roos	Vice President and Principal	Vice President
Lawrence A. Totsky	Chief Financial Officer, Chief Operations Officer, Vice President, Treasurer and Principal	Chief Financial Officer and Treasurer
Janet D. Olsen	Vice President, Secretary, Chief Legal Officer and Principal	General Counsel and Secretary
Brooke J. Billick	Chief Compliance Officer and Principal	Chief Compliance Officer
Gregory K. Ramirez	Assistant Treasurer and Principal	Assistant Secretary and Assistant Treasurer
Sarah A. Johnson	Registered Representative and Principal	Assistant Secretary

The principal business address of each officer of Artisan Distributors LLC is 875 East Wisconsin Avenue, Suite 800, 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.

All accounts, books or other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940 and the rules promulgated thereunder are maintained as follow:

(1) State Street Bank & Trust Company

Crown Colony Office Park

1200 Crown Colony Drive

Quincy, Massachusetts 02169

Rule 31a-1(a); Rules 31a-1(b)(1), (2), (3), (5), (6), (7), (8), (9)

Rules 31a-2(a)(1), (2)

(2) Artisan Partners Limited Partnership (on its own behalf,

or on behalf of Artisan Funds, Inc. or Artisan Distributors LLC)

875 East Wisconsin Avenue, Suite 800

Milwaukee, Wisconsin 53202

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Iron Mountain

5170 S. 6^th Street

Milwaukee, WI 53221

Rule 31a-1(a); Rules 31a-1(b)(4), (5), (6), (7), (9), (10), (11);

Rule 31a-1(d); Rule 31a-1(f); Rules 31a-2(a)(1), (2), (3), (4), (5), (6);

Rule 31a-2(c); Rule 31a-2(e)

(3) Boston Financial Data Services

30 Dan Road

Canton, Massachusetts 02021

Rules 31a-1(b)(1), (2)(iv); Rule 31a-2(a)(1)

(4) Bell Boyd & Lloyd LLP

70 West Madison Street, Suite 3100

Chicago, Illinois 60602-4207

Rule 31a-1(b)(4); Rules 31a-2(a)(1), (4)

(5) Ropes & Gray LLP

One Metro Center

700 12th Street NW, Suite 900

Washington, DC 20005-3948

Rule 31a-1(b)(4); Rule 31a-2(a)(1)

ITEM 29. Management Services.

Not applicable.

ITEM 30. Undertakings.

Not applicable.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant has duly caused this amendment to be signed on its behalf by the undersigned, duly authorized, in the City of Milwaukee and State of Wisconsin on the 18^th day of June, 2008.

ARTISAN FUNDS, INC.
By	/s/ Andrew A. Ziegler
	Andrew A. Ziegler
	President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, 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, President and	)
Andrew A. Ziegler	Chief Executive Officer	)
	(principal executive officer)	)
		)
/s/ David A. Erne	Director	)
David A. Erne		)
		)	June 18, 2008
/s/ Thomas R. Hefty	Director	)
Thomas R. Hefty		)
		)
/s/ Jeffrey A. Joerres	Director	)
Jeffrey A. Joerres		)
		)
/s/ Patrick S. Pittard	Director	)
Patrick S. Pittard		)
		)
/s/ Howard B. Witt	Director	)
Howard B. Witt		)
		)
		)
/s/ Lawrence A. Totsky	Chief Financial Officer and	)
Lawrence A. Totsky	Treasurer	)
	(principal financial and	)
	accounting officer)	)

Index of Exhibits Filed with this Registration Statement

Exhibit Number	Description
(a)(16)	Articles of Amendment dated June 18, 2008.
(d)(12)	Investment Advisory Agreement between the Registrant and Artisan Partners Limited Partnership relating to Artisan Opportunistic Growth Fund.
(e)(10)	Form of Notification to Distributor regarding addition of Artisan Opportunistic Growth Fund.
(g)(12)	Form of Notification to Custodian regarding addition of Artisan Opportunistic Growth Fund.
(h)(13)	Form of Notification to Transfer Agent regarding addition of Artisan Opportunistic Growth Fund.
(i)(14)	Consent of Bell, Boyd & Lloyd LLP.
(i)(15)	Consent of Godfrey & Kahn, S.C.
(j)(1)	Consent of Ernst & Young LLP.
(l)(5)	Form of Subscription Agreement between the Registrant and Artisan Partners Limited Partnership relating to Artisan Opportunistic Growth Fund.
(p)(2)	Artisan Funds, Inc., Artisan Partners Limited Partnership and Artisan Distributors LLC Code of Ethics and Policy and Procedures to Prevent Misuse of Inside Information.

EX-99.A.16

AMENDMENT OF AMENDED AND RESTATED ARTICLES OF INCORPORATION

OF

ARTISAN FUNDS, INC.

The undersigned Secretary of Artisan Funds, Inc. (the “Corporation”) hereby certifies that in accordance with Section 180.1002 of the Wisconsin Business Corporation Law and Article IV of the Corporation’s Amended and Restated Articles of Incorporation, as amended (the “Restated Articles”), the following Amendment was duly adopted to create “Artisan Opportunistic Growth Fund” as an additional class of common stock with a single series designated as “Artisan Opportunistic Growth Fund Investor Shares”:

“Article IV is hereby amended by deleting Section A of Article IV in its entirety and replacing it with the following:

‘A. The Corporation is authorized to issue an indefinite number of shares of common stock, $.01 par value per share. Subject to the following paragraph, the authorized shares are classified as follows:

Class	Series	Authorized Number of Shares
Artisan Small Cap Fund	Investor Shares	Indefinite
Artisan International Fund	Investor Shares	Indefinite
Artisan International Fund	Institutional Shares	Indefinite
Artisan Mid Cap Fund	Investor Shares	Indefinite
Artisan Mid Cap Fund	Institutional Shares	Indefinite
Artisan Small Cap Value Fund	Investor Shares	Indefinite
Artisan Mid Cap Value Fund	Investor Shares	Indefinite
Artisan International Small Cap Fund	Investor Shares	Indefinite
Artisan International Value Fund	Investor Shares	Indefinite
Artisan International Value Fund	Institutional Shares	Indefinite
Artisan Opportunistic Value Fund	Investor Shares	Indefinite
Artisan Emerging Markets Fund	Advisor Shares	Indefinite
Artisan Emerging Markets Fund	Institutional Shares	Indefinite
Artisan Global Value Fund	Investor Shares	Indefinite
Artisan Opportunistic Growth Fund	Investor Shares	Indefinite

The remaining shares shall remain unclassified until action is taken by the Board of Directors pursuant to the following paragraph:’”

This Amendment to the Restated Articles was adopted by the Board of Directors of the Corporation on May 15, 2008 without shareholder approval in accordance with Sections 180.1002(8) and 180.0602(1)(a) and (b). Prior to this Amendment, none of the Artisan Opportunistic Growth Fund Investor Shares has been issued.

Executed in duplicate this 12th day of June, 2008.

ARTISAN FUNDS, INC.
By:	/s/ Janet D. Olsen
	Janet D. Olsen
	Secretary

This instrument was drafted by:

Ellen R. Drought

Godfrey & Kahn, S.C.

780 North Water Street

Milwaukee, Wisconsin 53202

EX-99.D.12

ARTISAN FUNDS, INC.

ARTISAN OPPORTUNISTIC GROWTH 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 Opportunistic Growth 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 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 0.900% of the Fund’s average daily net assets up to $1 billion; 0.875% of average daily net assets from $1 billion up to $4 billion; 0.850% of average daily net assets from $4 billion to $8 billion; 0.825% of average daily net assets from $8 billion to $12 billion; and 0.800% of average daily net assets over $12 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 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, 2009, 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).

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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: May 15, 2008

ARTISAN FUNDS, INC.
By:	/s/ Janet D. Olsen
	Janet D. Olsen
	General Counsel and Secretary
ARTISAN PARTNERS LIMITED PARTNERSHIP
By:	Artisan Investment Corporation
	Its general partner
By:	/s/ Janet D. Olsen
	Janet D. Olsen
	Vice President

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EX-99.E.10

            , 2008

Artisan Distributors LLC

875 East Wisconsin Avenue

Suite 800

Milwaukee, Wisconsin 53202

Ladies and Gentlemen:

This is to advise you that Artisan Funds, Inc. has established a new series of shares to be known as Artisan Opportunistic Growth Fund. The series has one class, an Investor Shares class. In accordance with paragraph 6 of the Distribution Agreement between Artisan Funds, Inc. and Artisan Distributors LLC dated as of October 29, 1998, Artisan Funds, Inc. hereby requests that you act as Distributor for the new series under the terms of the Distribution Agreement.

Please indicate your acceptance of this appointment as Distributor by executing two copies of this Letter Agreement, returning one copy to us and retaining one copy for your records.

ARTISAN FUNDS, INC.
By:
	Lawrence A. Totsky
	Chief Financial Officer

Agreed to this          day of             , 2008

ARTISAN DISTRIBUTORS LLC
By:
Name:	Janet D. Olsen
Title:	Vice President

EX-99.G.12

            , 2008

State Street Bank and Trust Company

Attn: Joseph L. Hooley, Vice Chairman

66 Brooks Drive

Braintree, Massachusetts 02184

Ladies and Gentlemen:

This is to advise you that Artisan Funds, Inc. has established a new series of shares to be known as Artisan Opportunistic Growth Fund. The series has one class, Investor Shares. In accordance with the Additional Funds provision in Section 18 of the Custodian Contract dated March 7, 1995, as amended April 27, 2000 and August 6, 2003, between Artisan Funds, Inc. and State Street Bank and Trust Company, Artisan Funds, Inc. hereby requests that you act as Custodian for the new series under the terms of the Custodian Contract.

Please indicate your acceptance of this appointment as Custodian by executing two copies of this Letter Agreement, returning one copy to us and retaining one copy for your records.

ARTISAN FUNDS, INC.
By:
	Lawrence A. Totsky
	Chief Financial Officer

Agreed to this          day of             , 2008

STATE STREET BANK AND TRUST COMPANY
By:
Name:	Joseph L. Hooley
Title:	Vice Chairman

EX-99.H.13

            , 2008

State Street Bank and Trust Company

Attn: Joseph L. Hooley, Vice Chairman

30 Dan Road

Canton, Massachusetts 02021

Ladies and Gentlemen:

This is to advise you that Artisan Funds, Inc. has established a new series of shares to be known as Artisan Opportunistic Growth Fund. The series has one class, Investor Shares. In accordance with the Additional Funds provision in Article 16 of the Transfer Agency and Service Agreement dated May 1, 2001, as amended October 1, 2003 and August 3, 2006, between Artisan Funds, Inc. and State Street Bank and Trust Company, Artisan Funds, Inc. hereby requests that you act as Transfer Agent for the new series under the terms of the Transfer Agency and Service Agreement. Attached hereto is a revised Schedule A listing each of the series and classes of Artisan Funds, Inc. for which State Street Bank and Trust Company will act as Transfer Agent pursuant to the Agreement.

Please indicate your acceptance of this appointment as Transfer Agent by executing both copies of this Letter Agreement, returning one copy to us and retaining one copy for your records.

ARTISAN FUNDS, INC.
By:
	Lawrence A. Totsky
	Chief Financial Officer

Agreed to this          day of             , 2008

STATE STREET BANK AND TRUST COMPANY
By:
Name:	Joseph L. Hooley
Title:	Vice Chairman

SCHEDULE A

Dated:             , 2008

Artisan Small Cap Fund – Investor Shares

Artisan International Fund – Investor Shares

Artisan International Fund – Institutional Shares

Artisan Mid Cap Fund – Investor Shares

Artisan Small Cap Value Fund – Investor Shares

Artisan Mid Cap Fund – Institutional Shares

Artisan Mid Cap Value Fund – Investor Shares

Artisan International Small Cap Fund – Investor Shares

Artisan International Value Fund – Investor Shares

Artisan International Value Fund – Institutional Shares

Artisan Opportunistic Value Fund – Investor Shares

Artisan Emerging Markets Fund – Advisor Shares

Artisan Emerging Markets Fund – Institutional Shares

Artisan Global Value Fund – Investor Shares

Artisan Opportunistic Growth Fund – Investor Shares

EX-99.I.14

	1615 L Street, NW, Suite 1200
	Washington, DC 20036
	202.466.6300 — Fax 202.463.0678

June 18, 2008

As counsel for Artisan Funds, Inc. (the “Registrant”), we consent to the incorporation by reference of our opinion for each of the Registrant’s series, filed with the Registrant’s registration statement on Form N-1A, Securities Act File No. 33-88316 on each of the dates listed below:

Series	Date of Opinion	Date of Filing
Artisan Small Cap Fund	March 7, 1995	November 27, 1995
Artisan International Fund — Investor Shares	October 13, 1995	November 27, 1995
Artisan International Fund — Institutional Shares	January 17, 1997	January 21, 1997

In giving this consent we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933.

/s/ BELL, BOYD & LLOYD LLP

chicago — san diego — washington

EX-99.I.15

June 18, 2008

As Wisconsin corporate counsel for Artisan Funds, Inc. (the “Registrant”), we consent to the incorporation by reference of our opinion for each of the Registrant’s series, filed with the Registrant’s registration statement on Form N-1A, Securities Act File No. 33-88316, on each of the dates listed below:

Series	Date of Opinion	Date of Filing
Artisan Mid Cap Fund	April 10, 1997	April 11, 1997
Artisan Small Cap Value Fund	June 6, 1997	June 6, 1997
Artisan Mid Cap Fund- Institutional Shares	April 28, 2000	April 28, 2000
Artisan Mid Cap Value Fund- Investor Shares	November 30, 2000	November 30, 2000
Artisan International Small Cap Fund- Investor Shares	September 4, 2001	September 4, 2001
Artisan International Value Fund- Investor Shares	June 6, 2002	June 7, 2002
Artisan Opportunistic Value Fund- Investor Shares	March 20, 2006	March 21, 2006
Artisan Emerging Markets Fund- Institutional Shares	June 23, 2006	June 26, 2006
Artisan International Value Fund- Institutional Shares	September 26, 2006	September 26, 2006
Artisan Global Value Fund- Investor Shares	December 3, 2007	December 3, 2007
Artisan Emerging Markets Fund- Advisor Shares	April 14, 2008	April 14, 2008

In giving this consent, we do not admit that we are experts within the meaning of Section 11 of the Securities Act of 1933, as amended, or within the category of persons whose consent is required under Section 7 of said Act.

Very truly yours,

/s/ Godfrey & Kahn, S.C.

GODFREY & KAHN, S.C.

EX-99.J.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the reference to our firm under the captions “Disclosure of Portfolio Holdings” and “Independent Registered Public Accounting Firm” in this Registration Statement (Form N-1A) of Artisan Funds, Inc. to be filed with the Securities and Exchange Commission in this Post-Effective Amendment No. 40 to the Registration Statement under the Securities Act of 1933 (File No. 33-88316) and in this Amendment No. 42 to the Registration Statement under the Investment Company Act of 1940 (File No. 811-8932).

/s/ Ernst & Young LLP

ERNST & YOUNG LLP

Milwaukee, Wisconsin

June 18, 2008

EX-99.L.5

ARTISAN FUNDS, INC.

Subscription Agreement

1. Subscription for Shares. The undersigned agrees to purchase from Artisan Funds, Inc. (“Artisan Funds”) 1,000 shares of the series designated Artisan Opportunistic Growth Fund (the “Fund”) for a price of $10.00 per share, on the terms and conditions set forth herein and in the preliminary prospectus described below, and agrees to tender $10,000 in payment therefor at such time as the board of directors or the president of Artisan Funds determines.

The undersigned understands that Artisan Funds has filed an amendment to its registration statement with the Securities and Exchange Commission (No. 33-88316) on Form N-1A, which contains the preliminary prospectus describing the Fund and the shares, and acknowledges receipt of a copy of the preliminary prospectus.

The undersigned recognizes that the Fund will not be fully operational until it commences a public offering of its shares. Accordingly, a number of features of the Fund described in the preliminary prospectus, including, without limitation, redemption of shares upon request of shareholders, will not be available until the amendment to Artisan Funds’ registration statement becomes effective under the Securities Act of 1933.

2. Representations and Warranties. The undersigned represents and warrants as follows:

(a) It is aware that no federal or state agency has made any finding or determination as to the fairness for investment, nor any recommendation nor endorsement, of the shares;

(b) It has such knowledge and experience of financial and business matters as will enable it to utilize the information made available to it in connection with the offering of the shares to evaluate the merits and risks of the prospective investment and to make an informed investment decision;

(c) It recognizes that the Fund has no financial or operating history and, further, that investment in the Fund involves certain risks, and it has taken full cognizance of and understands all of the risks related to the purchase of the shares and it acknowledges that it has suitable financial resources and anticipated income to bear the economic risks of such an investment;

(d) It is purchasing the shares for its own account, for investment, and not with any intention of redemption, distribution, or resale of the shares, either in whole or in part;

(e) It will not sell the shares purchased by it without registration of them under the Securities Act of 1933 or exemption therefore;

(f) It has been furnished with and has read this agreement, the preliminary prospectus and such other documents relating to the Fund as it has requested and as have been provided to it by Artisan Funds;

(g) It also has had the opportunity to ask questions of, and receive answers from, officers of Artisan Funds concerning the Fund and the terms of the offering;

(h) It is a limited partnership duly organized and validly existing under the laws of the State of Delaware;

(i) It has all requisite power and authority to execute and deliver this Subscription Agreement and to perform its obligations hereunder and consummate the transactions contemplated hereby; and

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(j) It has taken all necessary partnership action to authorize the execution, delivery and performance of this Subscription Agreement and the transactions contemplated hereby.

2. Rejection of Subscriptions. The undersigned recognizes that Artisan Funds reserves the right to reject or limit any subscription.

IN WITNESS WHEREOF, the undersigned has executed this instrument this          day of             , 2008.

ARTISAN PARTNERS LIMITED PARTNERSHIP
By:	Artisan Investment Corporation
	Its general partner
By:
	Janet D. Olsen
	Vice President

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EX-99.P.2

ARTISAN FUNDS, INC.

ARTISAN PARTNERS LIMITED PARTNERSHIP

ARTISAN DISTRIBUTORS LLC

Code of Ethics and

Policy and Procedures to Prevent

Misuse of Inside Information

Table of Contents

Summary of Changes			ii
Statement of Policy and Standards of Business Conduct			1
I.	Investment Company Act Prohibitions		2
II.	Restrictions		3
	A.	Material, Non-Public Information; No Insider Trading	3
	B.	Foreign Corrupt Practices	4
	C.	Limitations on Transactions with Clients	4
	D.	Service as a Board Director or Board Member	5
	E.	Political Contributions	5
	F.	Initial Public Offerings	5
	G.	Private Placements	6
	H.	Front Running Is Prohibited	6
	I.	Short-Term Trading/Profit Limitations	6
	J.	High-Risk Trading Activities	7
	K.	Confidentiality	7
III.	Compliance Procedures		8
	A.	Execution of Personal Securities Transactions through Disclosed Brokerage Accounts	8
	B.	Preclearance	8
	C.	Employer Securities Held by Spouses and Immediate Family Members	11
	D.	Disclosure of Personal Holdings	11
	E.	Dealing with Certificated Securities	12
	F.	Monitoring of Transactions	12
	G.	Educational Efforts	12
IV.	Employee Reporting		13
	A.	Reporting Personal Securities Transactions	13
	B.	Form of Reports	14
	C.	Disclosure of Employment—Spouse or Immediate Family Member	14
	D.	Certification of Receipt of Code and Compliance	14
V.	Exemptions		15
	A.	Exempt Transactions and Securities	15
	B.	Individual Exemptions	15
VI.	Gifts and Business Entertainment		16
VII.	Management’s Reporting		18
	A.	Report to the Board of Artisan Funds	18
	B.	Report to the Board of a Sub-Advised Fund	18
	C.	Reporting to Artisan Partners’ Management	19
VIII.	Enforcement of the Code and Consequences for Failure to Comply		19
IX.	Retention of Records		20
Record of Dates of Adoption and Amendment			20
APPENDIX A — DEFINITIONS			22
APPENDIX B — EXAMPLES OF BENEFICIAL INTEREST			24

i

Summary of Changes

The Code of Ethics was updated on May 1, 2008. When compared with the prior Code dated May 4, 2007, we have made the following changes, among others:

• Sections discussing front-running prohibitions and gift and business entertainment restrictions have been relocated;

• A person covered by the Code who receives business entertainment subject to the Code and whose spouse, family member or guest also participates in the business entertainment, is expected to reimburse the provider for the value of participation by the spouse, family member or guest in an amount equal to the greater of the provider’s cost or market value;

• Transactions in exchange traded funds (ETFs) based on a broad based index are exempt from preclearance and short term profit restrictions; and

• Annual holdings reports shall be due no later than 45 days after the end of each year.

All persons covered by the Artisan Code of Ethics are expected to comply with all provisions.

ii

ARTISAN FUNDS, INC.

ARTISAN PARTNERS LIMITED PARTNERSHIP

ARTISAN DISTRIBUTORS LLC

Code of Ethics and

Policy and Procedures to Prevent

Misuse of Inside Information

(Effective May 1, 2008)

Statement of Policy and Standards of Business Conduct.

The policy of Artisan Partners Limited Partnership (“Artisan Partners”) and Artisan Distributors LLC (“Artisan Distributors”) is to avoid any conflict of interest, or the appearance of any conflict of interest, between the interests of any person or institution advised by Artisan Partners, including Artisan Funds, Inc. (“Artisan Funds”), each registered investment company for which Artisan Partners serves as investment sub-adviser (each, a “Sub-Advised Fund”) and separately managed accounts (collectively, the “Clients”), and the interests of Artisan Partners and Artisan Distributors or their officers, partners, and employees. Artisan Partners, Artisan Distributors and Artisan Funds are referred to in this Code collectively as “Artisan.” Artisan Funds and each Sub-Advised Fund are referred to in this Code as a “Fund Client”.

As a fiduciary, Artisan Partners has an affirmative duty of care, loyalty, honesty and good faith to act in the best interests of its Clients. The interests of Clients must always come first, as Clients deserve and demand our undivided loyalty and effort. All persons covered by this Code must at all times recognize and respect the interests of Clients, particularly with regard to their personal investment activities and any real or potential conflict with Client interests that may arise in connection with such activities. This Code requires firm personnel to conduct personal securities transactions in a manner that does not interfere with transactions on behalf of Clients, and does not take inappropriate advantage of their positions and access to information that comes with such positions. Artisan Partners expects that persons covered by this Code will seek to comply with not only the letter but also the spirit of the Code and strive to avoid even the appearance of impropriety. In addition, Artisan Partners expects and requires that all persons covered by the Code will comply with all applicable laws, rules and regulations, including but not limited to the federal securities laws.

The Investment Company Act, the Investment Advisers Act and the rules thereunder require that Artisan Partners, Artisan Distributors and each Fund Client 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 Clients might take advantage of that knowledge for their own benefit. The Code has been adopted by Artisan Funds, Artisan Partners and Artisan Distributors to meet those concerns and legal requirements.

This Code contains procedures designed to prevent the misuse of inside information by Artisan Partners and Artisan Distributors or their personnel. The business of Artisan Partners depends

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on investor confidence in the fairness and integrity of the securities markets. Insider trading poses a significant threat to that confidence. Trading securities on the basis of inside information or improperly communicating that information to others may expose you to stringent penalties. Criminal sanctions may include a fine of up to $1,000,000 and/or ten years imprisonment. The Securities and Exchange Commission can recover the profits gained or losses avoided, and impose a penalty of up to three times the illicit windfall and an order permanently barring you from the securities industry. Finally, you may be sued by investors seeking to recover damages for insider trading violations.

The Code is drafted broadly; it will be applied and interpreted in a similar manner. You may legitimately be uncertain about the application of the Code in a particular circumstance. Often, a single question can forestall disciplinary action or complex legal problems. You should direct any question relating to the Code to the firm’s Chief Compliance Officer, General Counsel or Compliance Manager.

You are also encouraged to access sample forms and summary charts of the Code’s provisions, which set forth interpretations of how the Code applies to specific situations. These are accessible through the firm’s Code compliance system, Personal Trading Assistant (“PTA”), via the Artisan Partners’ Intranet.

You also must notify the Chief Compliance Officer immediately if you have any reason to believe that a violation of the Code has occurred or is about to occur.

I. Investment Company Act Prohibitions

The Investment Company Act and rules make it illegal for any Covered Person, directly or indirectly, in connection with the purchase or sale of a security held or to be acquired by a Fund Client to:

a. employ any device, scheme, or artifice to defraud the Fund Client;

b. make any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of circumstances under which they are made, not misleading or in any way mislead the Fund Client regarding a material fact;

c. engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon the Fund Client; or

d. engage in any manipulative practice with respect to the Fund Client.

The restrictions on Personal Securities Transactions contained in this Code are intended to help Artisan Partners monitor for compliance with these prohibitions.

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II. Restrictions

Every Covered Person shall comply with the following restrictions:

A. Material, Non-Public Information; No Insider Trading.

1. No Covered Person may engage in any transaction in a security (either a Personal Securities Transaction or a transaction for a Client), on the basis of inside information. Under the law and regulations, a transaction will be deemed to have been made on the basis of inside information if the person engaging in the transaction is aware of the inside information.

If you think that you might have material, non-public information, you should take the following steps:

a. Report the information and proposed trade immediately to the General Counsel, Chief Compliance Officer or an Associate Counsel.

b. Do not purchase or sell the securities on behalf of yourself or others, including investment companies or private accounts managed by Artisan Partners until Artisan Partners has made a determination as to the need for trading restrictions.

c. Do not communicate the information inside or outside Artisan Partners, other than to the General Counsel, Chief Compliance Officer or Associate Counsel.

d. After the General Counsel or Chief Compliance Officer has reviewed the issue, Artisan Partners will determine whether the information is material and non-public and, if so, whether any trading restrictions apply and what action, if any, the firm should take.

2. Tender Offers. Trading during a tender offer represents a particular concern in the law of insider trading. Each Covered Person should exercise particular caution any time they become aware of non-public information relating to a tender offer.

3. Contacts with Public Companies. One or more of the directors or trustees of the mutual funds or private accounts managed by Artisan Partners may be an officer, director or trustee of one or more public companies. Each Covered Person should avoid discussing with any such officer, director or trustee any non-public information about any such company. If a Covered Person (other than such officer, director or trustee) should become aware of material, non-public information regarding any such company, he or she should so advise the Chief Compliance Officer, General Counsel or Associate Counsel promptly.

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4. No Communication of Material Non-Public Information. No Covered Person may communicate material, non-public information to others in violation of the law. Conversations containing such information, if appropriate at all, should be conducted in private (for example, not by cellular telephone, to avoid potential interception).

Access to files containing material, non-public information and computer files containing such information should be restricted, including by maintenance of such materials in locked cabinets, or through the use of passwords or other security devices for electronic data.

5. Other Restricted Securities. A Covered Person is prohibited from purchasing or selling, for his or her own account or for the account of others, including any Client of Artisan Partners:

• securities of any public company (other than Artisan Funds, Inc.) of which such Covered Person is a director or trustee, except that the person who is the director or the trustee of the public company may purchase or sell, for his or her own account or for the account of any member of his or her immediate family (including a family member who is also a person covered under the Code) that company’s securities with express prior approval of the Chief Compliance Officer, General Counsel or Compliance Manager;

• securities of any public company placed from time to time on Artisan Partners’ restricted list. From time to time, Artisan Partners may restrict trading in certain securities by Covered Persons when, in the opinion of Artisan Partners, trading in such securities may result in a conflict of interest, or the appearance of a conflict of interest. Artisan Partners will maintain a list of such restricted securities that will be updated as necessary.

B. Foreign Corrupt Practices.

As required by the Foreign Corrupt Practices Act, no Covered Person shall offer, pay, promise to pay or authorize payment of any money or anything of value to a foreign official, foreign political party (or official thereof) or any candidate for foreign political office for purposes of influencing any act or decision of that person in his or its official capacity, or inducing that person to use his or its influence with a foreign government to influence any act or decision of that government.

C. Limitations on Transactions with Clients.

No Covered Person shall knowingly sell to or purchase from any Fund Client any security or other property, except securities of which that Fund Client is the issuer. No Covered Person shall knowingly sell any security to or purchase any security from any Client that is not a Fund Client.

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D. Service as a Board Director or Board Member.

No Covered Person may serve as a member of the board of directors or trustees of any business organization (including an advisory board), other than a civic or charitable organization, without the prior written approval of the Chief Compliance Officer, General Counsel or Compliance Manager based on a determination that the board service would not be inconsistent with the interests of Artisan Partners or of its Clients. If a Covered Person is serving as a board member, that person shall not participate in making investment decisions relating to the securities of the company on whose board he or she sits.

An Exempt Person is not required to obtain prior written approval for service as a board director or board member.

E. Political Contributions.

No Artisan employee may make political contributions for the purpose of seeking to obtain or retain advisory business with governmental entities. While this is not intended to infringe on or restrict the political or civil rights of any Artisan employee, political contributions by an Artisan employee can easily be misconstrued as an attempt to curry favor, particularly if the contribution is made to a political candidate (i) for whom the Artisan employee cannot vote; or (ii) who does not represent a district where an Artisan office is located. Some public pension fund Clients may restrict or require reporting of contributions to their officials. Artisan employees may, from time to time, be required to report some or all of their personal political contributions. Each Covered Person is required to maintain careful records of all personal political contributions in order to accurately respond to Artisan report requests.

F. Initial Public Offerings.

No Covered Person shall acquire any security in an initial public offering, except (i) with the prior consent of the Chief Compliance Officer, General Counsel, or Compliance Manager, based on a determination that the acquisition is consistent with applicable regulatory requirements, does not conflict with the purposes of the Code or its underlying policies, or the interests of Artisan Partners or its Clients, and (ii) in circumstances in which the proposed acquisition is consistent with applicable regulatory requirements and the opportunity to acquire the security has been made available to the person for reasons other than the person’s relationship with Artisan Partners or its Clients. Such circumstances might include, for example:

• an opportunity to acquire securities of an insurance company converting from a mutual ownership structure to a stockholder ownership structure, if the person’s ownership of an insurance policy issued by that company conveys that opportunity;

• an opportunity resulting from the person’s pre-existing ownership of an interest in the IPO company or an investor in the IPO company; or

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• an opportunity made available to the person’s spouse, in circumstances permitting the person making the determination reasonably to determine that the opportunity is not being made available indirectly because of the person’s relationship with Artisan Partners or its Clients (for example, because of the spouse’s employment).

G. Private Placements.

No Covered Person shall acquire any security in a private placement without the express written prior approval of the Chief Compliance Officer, General Counsel or Compliance Manager. In deciding whether that approval should be granted, each of those persons will consider whether the investment opportunity should be reserved for Clients, and whether the opportunity has been offered because of the person’s relationship with Artisan Partners or its Clients. A Covered Person who has been authorized to acquire a security in a private placement must disclose that investment if he or she later participates in consideration of an investment in that issuer for any Client’s account. Any investment decision for a Client relating to that security must be made by investment personnel other than that Covered Person. For purposes of this section, a “private placement” means an offering of securities in which the issuer relies on an exemption from the registration provisions of the U.S. federal securities laws or comparable foreign regulatory scheme, and usually involves a limited number of sophisticated investors and a restriction on resale of the securities. This section does not apply to the acquisition by a Covered Person’s spouse or an immediate family member sharing the same household of an ownership interest in that person’s employer or an affiliate of the employer; provided the acquisition is the result of that person’s bona fide employment relationship and is not a result of a Covered Person’s relationship with Artisan Partners or Clients—these transactions are subject to Section III.C., below.

H. Front Running Is Prohibited.

Covered Persons are prohibited from inappropriately using confidential non-public information obtained as an employee of Artisan or while associated from Artisan for their personal benefit. For example, no Covered Person shall engage in a Personal Securities Transaction in a security based on advance knowledge that Artisan is effecting a purchase or sale of the security on behalf of a Client.

This prohibition will not affect the execution of transactions for the account of a Client in which one or more Covered Persons has an economic interest (such as, for example, where a Covered Person owns shares of a Fund Client), which may be executed by the firm’s traders in accordance with the firm’s trading procedures.

I. Short-Term Trading/Profit Limitations.

No Covered Person may profit from the purchase and sale, or sale and purchase, of the same (or equivalent) securities within 60 days. Any profit so realized will be either (a) returned to Artisan Partners and then donated to a charitable organization selected by Artisan Partners; or (b) donated directly by the Covered Person to a charitable

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organization approved by the Chief Compliance Officer, with written proof of such donation provided to the Chief Compliance Officer. Artisan Partners will not make any form of matching charitable contribution with respect to any amount required to be paid under this provision.

The following transactions are exempt from this short-term trading limitation:

• any option or futures contract on a broad-based index (such as the S&P 500);

• any exchange traded fund (“ETF”) based on a broad-based index;

• the sale of any security by the Covered Person pursuant to the exercise of a covered call option on that security written by the Covered Person so long as the writing of such option was pre-cleared and the option has a term of longer than 60 days;

• any transaction in a security exempt under Section V.A. of this Code;

• any transaction in an education savings plan operated by a state pursuant to Section 529 of the Internal Revenue Code (other than transactions in securities of a Fund Client held through an education savings plan);

• any transaction in a municipal security; or

• any transaction that has received the prior approval of the Chief Compliance Officer, General Counsel or Compliance Manager.

J. High-Risk Trading Activities.

Certain high-risk trading activities, if used in the management of a Covered Person’s personal trading portfolio, are risky not only because of the nature of the securities transactions themselves, but also because of the potential that action necessary to close out the transactions may become prohibited during the duration of the transactions. Examples of such activities include short sales of common stock and trading in derivative instruments (including options). If Artisan Partners becomes aware of material, non-public information about the issuer of the underlying securities, or if preclearance of the closing transaction is denied, Artisan Partners personnel may find themselves “frozen” in a position. Artisan Partners will not bear any losses in personal accounts as a result of implementation of this policy.

K. Confidentiality.

Each Covered Person shall keep confidential during the term of his or her employment or association with Artisan Partners any information concerning Artisan Partners or its Clients that is not generally known to the public, including, but not limited to, the following:

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1. the investment strategies, processes, analyses, databases and techniques relating to capital allocation, stock selection and trading used by the investment team or other investment professionals employed by Artisan Partners;

2. the identity of and all information concerning Clients and shareholders of Fund Clients;

3. information prohibited from disclosure by a Fund Client’s policy on release of portfolio holdings or similar policy; and

4. all other information that is determined by Artisan Partners or a Client to be confidential and proprietary and that is identified as such prior to or at the time of its disclosure to the Covered Person.

No Covered Person shall use such confidential information for his or her own personal benefit or for the benefit of any third party, or directly or indirectly disclose such information, except to other employees of Artisan Partners, its affiliated businesses and third parties to whom disclosure is made pursuant to the performance of his or her duties as an employee or as otherwise may be required by law.

III. Compliance Procedures

A. Execution of Personal Securities Transactions through Disclosed Brokerage Accounts.

All Personal Securities Transactions by a Covered Person that are subject to the Code must be conducted through brokerage or other accounts that have been identified to the Chief Compliance Officer. No exceptions will be made to this policy.

B. Preclearance.

1. Preclearance Requirement. Except as provided below, all Personal Securities Transactions of a Covered Person must be cleared in advance by the Chief Compliance Officer, General Counsel, Compliance Manager, a Compliance Specialist or an Associate Counsel. Personal Securities Transactions by each of those persons must be approved by one of the others. For each proposed trade, the person responsible for reviewing such trade shall be provided with all information necessary to determine whether the trade may be approved consistent with the Code (e.g. title of the security, nature of the transaction, approximate number of shares involved in the transaction, etc.). If the proposed trade is not executed by the end of the second business day following the date on which preclearance is granted, the preclearance will expire and the request must be made again.

No Personal Securities Transaction of a Covered Person in a security will be cleared if: (i) the security is on a firm-wide restricted list; or (ii) there is a conflicting order pending in that security, until that order is fully executed or

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withdrawn. A conflicting order is any order for the same security (or an option on or warrant for that security) by Artisan Partners for a Client that has not been fully executed.

As noted in Section II.D above, Covered Persons are prohibited from engaging in front running, where a Personal Securities Transaction in a security occurs based on advance knowledge of transactions in the security effected by Artisan for Clients. Personal Securities Transactions in securities that have been effected by Covered Persons after clearance will be reviewed and compared with transactions effected for Client accounts based on criteria determined by the Chief Compliance Officer, which criteria may change from time to time. In the event any correlation appears to exist between the Personal Securities Transactions of a Covered Person and trades effected for a Client, Artisan Partners may take such action as deemed appropriate under the circumstances, including, without limitation, restricting trading authorization of a Covered Person for Personal Securities Transactions subject to the Code. Any such action is in addition to any other sanction or action permissible hereunder for a breach of any provision of the Code.

2. Securities and Transactions Exempt from the Preclearance Requirement. Transactions in the following securities, as well as the following transactions, are exempt from the preclearance requirement:

a. securities listed as exempt in Section V.A;

b. securities of a Fund Client;

c. municipal securities (including education savings plans operated by a state pursuant to Section 529 of the Internal Revenue Code);

d. straight debt securities (other than corporate debt securities);

e. corporate debt securities with a remaining maturity (at the time of purchase) of 12 months or less;

f. listed index options and futures;

g. exchange-traded funds (“ETFs”) based on a broad-based market index, including, but not limited to, shares of SPDRs, WEBs, DIAMONDs or QQQQs, and securities issued by similar index- or sector-based entities; however, holding company depositary receipts (HOLDRS),¹ closed-end funds and ETFs that are not based on a broad-based market index remain subject to the pre-clearance and reporting requirements;

¹ Purchases of HOLDRs require preclearance of each underlying security.

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h. acquisitions and dispositions of securities that are non-volitional on the part of the Covered Person, including:

• purchases or sales upon the exercise of puts or calls written by such person where the purchase or sale is effected based on the terms of the option and without action by the covered person or his or her agent (but not the writing of the option, which must be precleared); and

• acquisitions or dispositions of securities through stock splits, reverse stock splits, mergers, consolidations, spin-offs or other similar corporate reorganizations or distributions generally applicable to all holders of the same class of securities.

i. transactions in an account (including an investment advisory account, trust account or other account) of any Covered Person (held either alone or with others) over which a person other than the Covered Person (including an investment adviser or trustee) exercises investment discretion if:

• the Covered Person does not know of the proposed transaction until after the transaction has been executed; and

• the Covered Person has previously identified the account to the Chief Compliance Officer (or his designee) and has affirmed that (in some if not all cases) he or she does not know of proposed transactions in that account until after they are executed.

This exclusion from the preclearance requirement is based upon the Covered Person not having knowledge of any transaction until after that transaction is executed. Therefore, notwithstanding this general exclusion, if the Covered Person becomes aware of any transaction in such investment advisory account before it is executed, the person must seek preclearance of that transaction before it is executed.

j. sales as a result of an odd-lot tender offer (all other sales in connection with a tender offer must be pre-cleared);

k. purchases or redemptions of units of any pooled investment vehicle the investment adviser or general partner of which is Artisan Partners or an affiliate of Artisan Partners;

l. purchases effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of securities to the extent such rights were acquired from such issuer, and sales of such rights so acquired; and

m. transactions in a security where the aggregate value of the transaction does not exceed $1,000 (note that these transactions remain subject to the short-term trading/profit limitation under Section I, above).

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3. Accounts Exempt from the Preclearance Requirement. From time to time, Artisan Partners may operate one or more accounts in which Artisan Partners or its employees have significant economic interests, but in which assets of persons not employed by Artisan Partners are also invested or which Artisan Partners is operating as a model portfolio in preparation for management of Client assets in the same or a similar strategy. Such an account is exempt from the preclearance requirements of the Code. Transactions in such an account will be conducted in accordance with Artisan Partners’ trading procedures for Client accounts.

C. Employer Securities Held by Spouses and Immediate Family Members.

An occasion may arise where the Spouse² of a Covered Person receives or is offered an opportunity to acquire an equity interest in that person’s employer or an affiliate of the employer as a result of a bona fide employment relationship and not because of a Covered Person’s relationship with Artisan Partners or Clients. In many (but not all) cases, the preclearance requirements of the Code are waived. The following principles apply:

1. Transactions that are initiated by the employer of the Spouse (for example, provided as part of the Spouse’s compensation) are exempt from preclearance.

2. Transactions that are initiated by the Spouse must be precleared in advance.

3. Even if a Spouse’s acquisition of a security was exempt from preclearance, preclearance will be required for the Spouse’s sale of the security.

4. All transactions and holdings need to be reported.

Common examples of these types of transactions are discussed in the Code of Ethics Summary Chart, which is accessible through the PTA, via the Artisan Partners’ Intranet. Specific questions involving employer stock or securities should be discussed with the Chief Compliance Officer, General Counsel or Compliance Manager.

D. Disclosure of Personal Holdings.

At the commencement of employment and annually thereafter, each Covered Person shall disclose his or her personal securities holdings (not including shares of open-end investment companies (mutual funds) that are not Fund Clients, direct obligations of the U.S. government (U.S. treasury bills, notes and bonds) and money market instruments, including bank certificates of deposit, bankers’ acceptances, commercial paper and repurchase agreements). The initial holdings report shall be delivered to the Chief Compliance Officer or his or her designee no later than ten days after commencement of employment with Artisan Partners, and the holdings information included therein shall be current as of a date not more than 45 days prior to the commencement of such person’s

² For purposes of this section, “Spouse” also includes any immediate family member living in the same household as a Covered Person.

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employment. Annual holdings reports shall be delivered to the Chief Compliance Officer or his or her designee no later than 45 days after the end of each year and shall include information as of December 31 of the preceding year. The initial holdings report and annual holdings reports shall contain the following information:

• title and type of security, interest rate and maturity date (if applicable), exchange ticker symbol or CUSIP number (as applicable), number of shares and the principal amount of each security held beneficially;

• the name of any broker, dealer or bank with or through which the Covered Person maintains an account; and

• the date the report is submitted.

E. Dealing with Certificated Securities.

The receipt of securities in the form of a physical stock certificate must be reported as described in Section IV, below (see p. 14). Any subsequent transaction in such securities must be conducted through a disclosed brokerage account for which the Chief Compliance Officer receives duplicate confirmations and account statements. No Covered Person shall request withdrawal of securities from a brokerage or other account in certificated form without prior consent of the Chief Compliance Officer.

F. Monitoring of Transactions.

Artisan Partners’ Chief Compliance Officer or his or her designee will monitor the trading patterns of Covered Persons compared to the trading by Artisan Partners in Client accounts, and trading for Artisan Partners’ own account (if any) for compliance with this Code, including the provisions intended to prevent the misuse of inside information. Such review will include, but shall not be limited to, an analysis of compliance with pre-clearance requirements; comparisons of trading activity against restricted securities lists (if any); and analysis of trading to detect patterns that may indicate abuse, such as market timing in shares issued by Fund Clients. No Artisan employee will be permitted to monitor his or her own Personal Securities Transactions for purposes of compliance with the Code.

G. Educational Efforts.

The Chief Compliance Officer or his or her designee shall provide, on a regular basis, an education program to familiarize Covered Persons with the provisions of, and their obligations under, the Code, including reporting obligations, and to answer questions regarding the Code. The Chief Compliance Officer or his or her designee shall also be available to answer questions regarding the Code and to resolve issues of whether information is inside information and to determine what action, if any, should be taken.

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IV. Employee Reporting

A. Reporting Personal Securities Transactions.

1. Each Covered Person shall (i) identify to Artisan Partners each brokerage or other account in which the person has a beneficial interest and (ii) instruct the broker or custodian to deliver to the Chief Compliance Officer duplicate confirmations of all transactions and duplicate account statements. In the case of (i) a Covered Person that is a temporary employee whose anticipated period of continuous employment will not exceed 4 months, or an Exempt Person; or (ii) the refusal or inability of a broker or custodian to furnish duplicate confirmations and account statements, then the Covered Person will be permitted, at the discretion of the Chief Compliance Officer, to furnish exact copies of transaction confirmations and account statements, in lieu of instructing a broker or custodian to deliver duplicates.

2. Each Covered Person shall report all Personal Securities Transactions during a calendar quarter to the Chief Compliance Officer or his or her designee no later than thirty days after the end of the quarter.

Quarterly transaction reports shall include the following information:

For each transaction, the:

• date of the transaction;

• title and type of security, interest rate and maturity date (if applicable), exchange ticker symbol or CUSIP number (as applicable), number of shares and the principal amount of each security involved;

• nature of the transaction (i.e., purchase, sale, gift, or other type of acquisition or disposition);

• price at which the transaction was effected;

• name of the broker, dealer or bank with or through which the transaction was effected; and

• date the report is submitted.

In addition, for each account established during the quarter in which securities are held for the benefit of a Covered Person, the quarterly report shall include the:

• name of the broker, dealer, mutual fund company or bank with whom the account was established;

• date the account was established; and

• date the report is submitted.

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3. Reports relating to the Personal Securities Transactions of the Chief Compliance Officer shall be delivered to the General Counsel, Associate Counsel or Compliance Manager, provided that the person to whom they are delivered is not then the Chief Compliance Officer.

4. To the extent reports may be deemed to be required by entities or accounts described in Section III.B.3. of this Code (see p. 12), such reporting requirements shall be satisfied by the records maintained by Artisan Partners’ trading and accounting systems.

B. Form of Reports.

Reports of Personal Securities Transactions may be in any form (including copies of broker confirmations or monthly or quarterly statements, provided those broker confirmations or statements are received no later than 30 days after the end of the applicable calendar quarter), but must include the information required by Section IV.A.2.

No further reporting will be required of (i) a Personal Securities Transaction executed through Artisan Partners’ trading desk, or (ii) a Personal Securities Transaction in units of any pooled investment vehicle the investment adviser or general partner of which is Artisan Partners or an affiliate of Artisan Partners, because the necessary information is available to the Chief Compliance Officer.

Any Personal Securities Transaction of a Covered Person that for any reason does not appear in the trading or brokerage records described above (for example, the receipt of certificated securities by gift or inheritance) shall be reported as required by Section IV.A.2.

C. Disclosure of Employment—Spouse or Immediate Family Member.

Any Covered Person whose spouse or immediate family member sharing the same household is employed by an investment adviser or securities broker-dealer or who is employed by any company that the Covered Person knows does business with Artisan is required to disclose the identity of the employer to the Chief Compliance Officer or his or her designee. Disclosure is required, if applicable, upon the commencement of a Covered Person’s employment with Artisan and annually thereafter.

D. Certification of Receipt of Code and Compliance.

A copy of the Code will be furnished to each new Artisan employee or person working on Artisan premises covered by the Code upon commencement of employment or the work relationship. A copy of any amendment of the Code will be furnished to all Covered Persons. Each person who receives a copy of the Code, including any amendment, is required to acknowledge receipt in writing or electronically. Each Covered Person (including each Exempt Person, with respect to applicable Code

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provisions) is required to certify annually that (i) he or she has read and understands the Code, (ii) recognizes that he or she is subject to the Code, and (iii) he or she has disclosed or reported all Personal Securities Transactions required to be disclosed or reported under the Code. Artisan Partners’ Chief Compliance Officer shall annually distribute a copy of the Code and request certification in writing or electronically by all Covered Persons and shall be responsible for ensuring that all personnel comply with the certification requirement.

Each Covered Person who has not engaged in any Personal Securities Transaction during the preceding year for which a report was required to be filed pursuant to the Code shall include a certification to that effect in his or her annual certification.

V. Exemptions

A. Exempt Transactions and Securities.

The provisions of this Code are intended to restrict the personal investment activities of Covered Persons only to the extent necessary to accomplish the purposes of the Code. Therefore, the prohibition on short-term trading and the preclearance and reporting provisions of this Code shall not apply to the following Personal Securities Transactions:

1. Purchases or sales effected in any account over which the persons subject to this Code have no direct or indirect influence or control (i.e., transactions effected for a Covered Person by a trustee of a blind trust);

2. Purchases or sales of:

a. securities that are direct obligations of the U.S. government (that is, U.S. treasury bills, notes and bonds);

b. shares of open-end investment companies (mutual funds) that are not Fund Clients; and

c. bank certificates of deposit, banker’s acceptances, repurchase agreements or commercial paper.

3. Participation in and acquisition of securities through an issuer’s dividend reinvestment plan (“DRP”), or through the automatic reinvestment of dividends or income occurring in an investment account, although sales of securities acquired in a DRP or through the automatic reinvestment of dividends or income must still be precleared and are subject to the reporting requirements.

B. Individual Exemptions.

There may be circumstances from time to time in which the application of this Code produces unfair or undesirable results and in which a proposed transaction is not inconsistent with the purposes of the Code. Therefore, each of the Chief Compliance

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Officer, General Counsel or Compliance Manager may grant an exemption from any provision of this Code except the reporting requirements, provided that the person granting the exemption based his or her determination to do so on the ground that the exempted transaction is not inconsistent with the purposes of this Code or the provisions of Rule 17j-1(a) under the Investment Company Act of 1940 and Rule 204A-1 under the Investment Advisers Act of 1940, and documents that determination in writing. Copies of each of Rule 17j-1 and Rule 204A-1 are available upon request from the Chief Compliance Officer.

VI. Gifts and Business Entertainment

1. Receiving Gifts. No Covered Person may accept gifts or other things of more than a $100 aggregate value in a year from any person or entity that does business with or on behalf of Artisan Partners, Artisan Funds or Artisan Distributors, or seeks to do business with or on behalf of Artisan Partners, Artisan Funds, or Artisan Distributors, except (a) in connection with a meeting that has a clear business purpose or some other clearly identifiable business function (including, for example, expenses in connection with a business conference or visits to companies as part of the process of securities analysis); (b) an occasional meal or ticket to a theater, entertainment, or sporting event that is an incidental part of a meeting that has a clear business purpose; or (c) gifts that are not solicited and are given as part of a personal relationship outside the business relationship.

Gifts having a value in the aggregate of more than $100 that are not excepted from the prohibition must generally either be returned to the donor or paid for by the recipient. In some circumstances, it may be awkward or inappropriate to return or insist on paying for a gift. In those circumstances, the recipient may retain the gift provided that the recipient makes a contribution of equal value to a charitable organization of his or her choice.

2. Making Gifts. Many of the organizations with which Artisan Partners and Artisan Distributors do business have policies on the receipt of gifts that are as restrictive as this Code, or more restrictive. Therefore, no Covered Person may make gifts having a value of more than $100 in the aggregate in any year to any person or entity that does business with Artisan Partners, a Fund Client or Artisan Distributors without the prior approval of the Chief Compliance Officer, Chief Financial Officer or General Counsel, except gifts that are not solicited and are given as part of a personal relationship outside the business relationship and for which reimbursement from Artisan Partners will not be sought. Covered Persons will not generally be reimbursed for gifts that have not received such prior approval.

3. Distinction Between Gifts and Business Entertainment. It is not the intent of the Code to prohibit the everyday courtesies of business life, such as reasonable business entertainment. Therefore, the $100 limit on gifts discussed above does not include (i) an occasional meal or ticket to a theater, entertainment, or sporting event that is social in nature where the host is present, provided that the meal,

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ticket or similar item was not solicited and provided further that such items are neither so frequent nor so extensive as to raise questions of propriety, or (ii) food items received by an individual but shared with the firm’s employees and consumed on the firm’s premises. If the host is not present, then the meal, theater tickets, or entertainment or sporting event must be considered to be a gift and will be subject to the gift limits discussed above.

In the event that a Covered Person’s spouse, family member or guest participates in business entertainment subject to this policy received by the Covered Person, it is expected that the Covered Person will reimburse the provider of such business entertainment for the value of participation by the spouse, family member or guest. The value of participation to be reimbursed (for example, the value of a ticket to an event) shall be the greater of the provider’s cost or market value. In the event the provider refuses the accept reimbursement, a charitable contribution of like amount will be permitted. Documentation of such reimbursement or contribution shall be provided to the Legal & Compliance Group.

4. Reporting Gifts and Business Entertainment. Reports of gifts and business entertainment involving a Covered Person are required to be made to the Legal & Compliance Group, a member of which will enter them into the firm’s gift log. The reports are due within time periods established by the Chief Compliance Officer (or his or her designee) from time to time. Reports of gifts and business entertainment shall contain such information as may be required by the firm from time to time, such as the date of the gift or business entertainment; the identity of the donor and the recipient; a description of the business relationship between the donor and the recipient; a description of the gift or business entertainment; the value of the gift or business entertainment (estimated, if an exact value is unknown); and the reason the gift was made or the business entertainment occurred. Reports of gifts and business entertainment may be made orally, by email, or in writing on such form as specified from time to time. A sample form of report is accessible through PTA, via the Artisan Partners’ Intranet.

The Chief Compliance Officer may, from time to time, identify certain items that may be excluded from reporting, such as the receipt of food items shared with other members of the firm and consumed on the firm’s premises.

5. Client Gift and Business Entertainment Policies. Artisan Partners Clients may have internal policies relating to gifts or entertainment involving their employees, agents or representatives. If a Client has provided Artisan Partners with a copy of a gift or entertainment policy applicable to that Client’s employees, agents or representatives, then Artisan Partners employees must consider that gift or entertainment policy in providing business entertainment or gifts to that Client’s employees, agents or representatives.

6. ERISA Clients. Covered Persons are prohibited from giving gifts to, or receiving gifts from, any fiduciary with respect to a Client that is subject to the Employee Retirement Income Security Act of 1974, as amended (ERISA).

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VII. Management’s Reporting

A. Report to the Board of Artisan Funds.

The management of Artisan Partners and an appropriate officer of Artisan Funds (who may be a member of the management of Artisan Partners) shall submit an annual report to the board of Artisan Funds that:

1. summarizes existing procedures concerning personal investing and any changes in those procedures during the past year;

2. describes issues that arose during the previous year under the Code or procedures concerning personal investing, including but not limited to information about material violations of the Code and sanctions imposed;

3. certifies to the board of Artisan Funds that Artisan Partners and Artisan Distributors have adopted procedures reasonably necessary to prevent employees who are Covered Persons that are affiliated with Artisan Partners or Artisan Distributors from violating the Code; and

4. identifies any recommended changes in existing restrictions or procedures based upon experience under the Code, evolving industry practices, or developments in applicable laws or regulations.

B. Report to the Board of a Sub-Advised Fund.

The management of Artisan Partners shall submit an annual report to the board of each Sub-Advised Fund (which may be in the format specified by the Sub-Advised Fund) that:

1. summarizes existing procedures concerning personal investing and any changes in those procedures during the past year relating to Covered Persons who assist Artisan Partners in providing investment services to the Sub-Advised Fund;

2. describes issues that arose during the previous year under the Code or procedures concerning personal investing of Covered Persons who assist Artisan Partners in providing investment services to that Sub-Advised Fund, including but not limited to information about material violations of the Code by such Covered Persons, and sanctions imposed;

3. certifies to the board of that Sub-Advised Fund, that Artisan Partners and Artisan Distributors have adopted procedures reasonably necessary to prevent employees who are Covered Persons who assist Artisan Partners in providing investment services to that Sub-Advised Fund from violating the Code; and

4. identifies any recommended changes in existing restrictions or procedures relating to Covered Persons who assist Artisan Partners in providing investment services to that Sub-Advised Fund based upon experience under the Code, evolving industry practices, or developments in applicable laws or regulations.

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C. Reporting to Artisan Partners’ Management.

The Chief Compliance Officer shall report the following to the management of Artisan Partners:

1. Special Reports. The Chief Compliance Officer shall promptly report the existence of any potential violation of this Code to management of Artisan Partners if, in the reasonable judgment of the Chief Compliance Officer, such potential violation would constitute a material violation of this Code. Such report shall include all material and relevant details, which may include (1) the name of particular securities involved, if any; (2) the date(s) the Chief Compliance Officer learned of the potential violation and began investigating; (3) the accounts and individuals involved; (4) actions taken as a result of the investigation, if any; and (5) recommendations for further action.

2. Regular Reports. On an as-needed or periodic basis, the Chief Compliance Officer shall report to the management of Artisan Partners as it may request, which may include some or all of the following:

i. a summary of existing procedures under the Code;

ii. a summary of changes in procedures made in the last year;

iii. full details of any investigation since the last report (either internal or by a regulatory agency) of any suspected insider trading, the results of the investigation and a description of any changes in procedures prompted by any such investigation;

iv. an evaluation of the current procedures and a description of anticipated changes in procedures; and

v. a description of Artisan Partners’ continuing educational program regarding insider trading, including the dates of such programs since the last report to management.

VIII. Enforcement of the Code and Consequences for Failure to Comply

The Chief Compliance Officer shall be responsible for promptly investigating all reports of possible violations of the provisions of this Code.

Compliance with this Code of Ethics is a condition of employment by Artisan Partners, status as a registered representative of Artisan Distributors, and retention of positions with Artisan Funds. Taking into consideration all relevant circumstances, Artisan Partners will determine what action is appropriate for any breach of the provisions of the Code. Possible actions include letters of sanction, suspension or termination of employment, removal from office, or permanent or temporary limitations or prohibitions on Personal Securities Transactions more extensive than those generally applicable under the Code. In addition, Artisan Partners may report conduct

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believed to violate the law or regulations applicable to Artisan Partners or the Covered Person to the appropriate regulatory authorities.

Reports filed pursuant to the Code will be maintained in confidence but will be reviewed by Artisan Partners, Artisan Distributors or Artisan Funds to verify compliance with the Code. Additional information may be required to clarify the nature of particular transactions.

IX. Retention of Records

Artisan Partners’ Chief Compliance Officer shall maintain the records listed below, which may be in hard copy or electronic format, for a period of five years at Artisan Partners’ principal place of business in an easily accessible place:

A. a list of all Covered Persons during the period;

B. receipts signed by all persons subject to the Code acknowledging receipt of copies of the Code and acknowledging that they are subject to it;

C. a copy of each Code of Ethics that has been in effect at any time during the period;

D. a copy of each report filed pursuant to the Code, including the annual report provided to the board of each Fund Client, and a record of any known violation and action taken as a result thereof during the period; and

E. records evidencing prior approval of, and the rationale supporting, an acquisition by a Covered Person of securities in an initial public offering or in a private placement.

Record of Dates of Adoption and Amendment
Adopted:	March 27, 1995
Amended:	July 18, 1996
	August 6, 1998
	April 28, 1999
	January 27, 2000
	April 27, 2000
	August 10, 2000 (APLP)
	October 27, 2000 (All)
	January 1, 2001 (adopted by APLP & Distributors; approved by Artisan Funds Board January 18, 2001)
	May 1, 2001 (adopted by APLP & Distributors; approved by Artisan Funds Board April 24, 2001)
	May 16, 2001 (adopted by APLP & Distributors; approval by Artisan Funds Board October 25, 2001)
	May 1, 2002 (adopted by APLP & Distributors; approval by Artisan Funds Board May 2, 2002)
	April 15, 2003 (adopted by APLP & Distributors; approval by Artisan Funds Board April 15, 2003)
	October 27, 2003 (adopted by APLP & Distributors; approval by Artisan Funds Board Dec. 19, 2003)
	May 14, 2004 (adopted by APLP & Distributors; approval by Artisan Funds Board May 18, 2004)
	January 24, 2005 adopted, January 31, 2005 effective (adopted by APLP & Distributors; approved by Artisan Funds Board May 5, 2005)

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March 28, 2006 adopted and effective (adopted by APLP & Distributors; approved by Artisan Funds Board May 10, 2006)

May 4, 2007 adopted and effective (adopted by APLP & Distributors; approved by Artisan Funds Board May 24, 2007)

May 1, 2008 adopted and effective (adopted by APLP & Distributors; approved by Artisan Funds Board May 15, 2008)

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APPENDIX A — DEFINITIONS

When used in this Code, the following terms have the meanings described below:

A. Chief Compliance Officer. The Code contains many references to the Chief Compliance Officer. The Chief Compliance Officer shall mean such person as may be designated by Artisan Partners to fill such role from time to time. References to the Chief Compliance Officer also include, for any function, any person designated by the Chief Compliance Officer as having responsibility for that function from time to time and subject to the Chief Compliance Officer’s supervision. If the Chief Compliance Officer is not available, reports required to be made to the Chief Compliance Officer, or actions permitted to be taken by the Chief Compliance Officer, may be made to or taken by the General Counsel or the Compliance Manager.

B. Covered Person. A Covered Person is defined to include each and every employee of Artisan Partners and Artisan Distributors and each person working on the premises of Artisan Partners or Artisan Distributors (such as a temporary employee, independent contractor or consultant). In general, each Covered Person is subject to each provision of the Code of Ethics. An Exempt Person (as defined below) is considered to be a Covered Person but will be exempted from certain provisions of the Code, as stated in the Code itself. In addition, a Covered Person may be granted an exception from certain provisions of the Code on a case-by-case basis by the Chief Compliance Officer.

C. Exempt Person. An Exempt Person is an employee or a person working on the premises of Artisan Partners who, because of the nature of his or her employment with Artisan Partners, has little or no opportunity to acquire knowledge relating to Artisan Partners’ investment decisions before they are implemented. Exempt Persons may include:

• part-time and/or temporary employees whose duties are limited to clerical or similar functions that are not investment-related; or

• independent contractors, consultants, interns or seasonal employees whose duties are not investment-related and do not otherwise have routine access to information about investment decisions before they are implemented.

An Exempt Person will be specifically advised of his or her status as an exempt person by the Chief Compliance Officer. The Chief Compliance Officer may, at any time, determine that a person’s status as an Exempt Person has changed and may, by notice to the person, revoke that status.

D. Inside Information. Inside information is information that is both material and non-public that was (i) acquired in violation of a duty to keep the information confidential, or (ii) misappropriated. For example, if an officer of an issuer breaches his duty to the issuer and conveys information that should have been kept confidential, that information is “inside information,” even if you learn it third- or fourth-hand. In contrast, a conclusion drawn by a securities analyst from publicly available information is not inside information, even if the analyst’s conclusion is both material and non-public.

Deciding whether information that is material and non-public is “inside” information is often difficult. For that reason, Artisan Partners’ policies are triggered if you are aware of material, non-public information, whether or not the information is “inside” information that will result in a trading restriction.

1. Material Information. Information is “material” when there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions. Generally, this is information whose disclosure will have a substantial effect on the price of a company’s securities. No simple “bright line” test exists to determine when information is material; assessments of materiality involve a highly fact-specific inquiry. For this reason, you should direct any questions about whether information is material to the General Counsel, Chief Compliance Officer or Associate Counsel.

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Material information often relates to a company’s results and operations including, for example, dividend changes, earnings results, changes in previously released earnings estimates, significant merger or acquisition proposals or agreements, major litigation, liquidation problems, and extraordinary management developments.

Material information also may relate to the market for a company’s securities. Information about a significant order to purchase or sell securities may, in some contexts, be deemed material.

Similarly, prepublication information regarding reports in the financial press also may be deemed material. For example, the Supreme Court upheld the criminal convictions of insider trading defendants who capitalized on prepublication information about The Wall Street Journal’s Heard on the Street column.

2. Non-Public Information. Information is “public” when it has been disseminated broadly to investors in the marketplace. Tangible evidence of such dissemination is the best indication that the information is public. For example, information is public after it has become available to the general public through a public filing with the SEC or some other governmental agency, the Dow Jones “tape” or The Wall Street Journal or some other publication of general circulation, and after sufficient time has passed so that the information has been disseminated widely.

E. Personal Securities Transaction. The Code regulates Personal Securities Transactions as a part of the effort by each Fund Client, Artisan Partners and Artisan Distributors to detect and prevent conduct that might violate the general prohibitions outlined above. A Personal Securities Transaction is a transaction in a security in which the Covered Person has a beneficial interest.

1. Security. Security is defined very broadly, and means any note, stock (including mutual fund shares), bond, debenture, investment contract, or limited partnership interest, and includes any right to acquire any security (an option or warrant, for example).

2. Beneficial interest. You have a beneficial interest in a security in which you have, directly or indirectly, the opportunity to profit or share in any profit derived from a transaction in the security, or in which you have an indirect interest, including beneficial ownership by your spouse or minor children or other dependents living in your household, or your share of securities held by a partnership of which you are a general partner. Technically, the rules under section 16 of the Securities Exchange Act of 1934 will be applied to determine if you have a beneficial interest in a security (even if the security would not be within the scope of section 16). Examples of beneficial interest are attached as Appendix B.

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APPENDIX B — EXAMPLES OF BENEFICIAL INTEREST

For purposes of the Code, you will be deemed to have a beneficial interest in a security if you have the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the security. Examples of beneficial ownership under this definition include:

• securities you own, no matter how they are registered, and including securities held for you by others (for example, by a custodian or broker, or by a relative, executor or administrator) or that you have pledged to another (as security for a loan, for example);

• securities held by a trust of which you are a beneficiary (except that, if your interest is a remainder interest and you do not have or participate in investment control of trust assets, you will not be deemed to have a beneficial interest in securities held by the trust);

• securities held by you as trustee or co-trustee, where either you or any member of your immediate family (i.e., spouse, children or descendants, stepchildren, parents and their ancestors, and stepparents, in each case treating a legal adoption as blood relationship) has a beneficial interest (using these rules) in the trust.

• securities held by a trust of which you are the settlor, if you have the power to revoke the trust without obtaining the consent of all the beneficiaries and have or participate in investment control;

• securities held by any partnership in which you are a general partner, to the extent of your interest in partnership capital or profits;

• securities held by a personal holding company controlled by you alone or jointly with others;

• securities held by (i) your spouse, unless legally separated, or you and your spouse jointly, or (ii) your minor children or any immediate family member of you or your spouse (including an adult relative), directly or through a trust, who is sharing your home, even if the securities were not received from you and the income from the securities is not actually used for the maintenance of your household; or

• securities you have the right to acquire (for example, through the exercise of a derivative security), even if the right is not presently exercisable, or securities as to which, through any other type of arrangement, you obtain benefits substantially equivalent to those of ownership.

You will not be deemed to have beneficial ownership of securities in the following situations:

• securities held by a limited partnership in which you do not have a controlling interest and do not have or share investment control over the partnership’s portfolio; and

• securities held by a foundation of which you are a trustee and donor, provided that the beneficiaries are exclusively charitable and you have no right to revoke the gift.

These examples are not exclusive. There are other circumstances in which you may be deemed to have a beneficial interest in a security. Any questions about whether you have a beneficial interest should be directed to the Chief Compliance Officer, General Counsel, Associate Counsel or Compliance Manager.

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