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 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.
The Registrant also has entered into indemnification agreements with each of its directors. The indemnification agreements provide that the Registrant will indemnify and advance expenses to the director if the director is or is threatened to be made a party to a proceeding by reason of the director’s corporate status, to the fullest extent permitted by applicable law. The indemnification agreements specifically provide that a director will not be indemnified for any acts or omissions giving rise to any claims asserted against the director that constituted “disabling conduct” (e.g., willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office).
ITEM 31.
Business and Other Connections of Investment Adviser.
The information in the prospectus under the caption “Organization, Management and Management Fees” and in the statement of additional information under the caption “Investment Advisory Services” is incorporated herein by reference. The principal executives of Artisan Partners Limited Partnership (“Artisan Partners”) are: Eric R. Colson, Chief Executive Officer; Charles J. Daley, Jr., Chief Financial Officer and Treasurer; Jason A. Gottlieb, President; James S. Hamman, Jr., Vice President; Sarah A. Johnson, Vice President and Secretary; Michelle L. Klein, Vice President; Christopher J. Krein, Vice President; Eileen L. Kwei, Vice President; Lisa A. Moran, Assistant Secretary; Gregory K. Ramirez, Vice President; Blake A. Rigel, Assistant Treasurer; and Sam B. Sellers, Vice President. For a description of other business, profession, vocation or employment of a substantial nature in which any officer of Artisan Partners, except Mr. Daley, Mr. Gottlieb, Mr. Hamman, Ms. Klein, Mr. Krein, Ms. Kwei, Ms. Moran and Mr. Sellers, 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. Daley serves as the Chief Financial Officer and Treasurer of Artisan Investments GP LLC (“Artisan Investments”), the general partner of Artisan Partners; Mr. Gottlieb serves as President of Artisan Investments; Mr. Krein serves as Vice President of Artisan Investments; Ms. Kwei serves as Vice President; and Mr. Hamman serves as Vice President of Artisan Investments. Ms. Klein serves as Vice President of Artisan Investments. Ms. Moran serves as Assistant Secretary of Artisan Investments. Mr. Sellers serves as Vice President of Artisan Investments.
ITEM 32.
Principal Underwriters.
(a)
Artisan Partners Distributors LLC acts as principal underwriter for Artisan Partners Funds, Inc.