UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-CSR CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act file number 811-08932 Artisan Funds, Inc. (Exact name of registrant as specified in charter) 875 East Wisconsin Avenue, Suite 800 Milwaukee, WI 53202 (Address of principal executive offices) (Zip Code) Janet D. Olsen Cameron S. Avery Artisan Funds, Inc. Bell, Boyd & Lloyd LLC 875 East Wisconsin Avenue, #800 Three First National Plaza, #3100 Milwaukee, Wisconsin 53202 Chicago, IL 60602 (Name and address of agents for service) Registrant's telephone number, including area code: (414) 390-6100 Date of fiscal year end: 09/30/04 Date of reporting period: 03/31/04 ITEM 1. REPORTS TO SHAREHOLDERS. ----------------------------- [LOGO] ARTISAN ----------------------------- SEMI-ANNUAL REPORT MARCH 31, 2004 ----------------------------- ARTISAN INTERNATIONAL FUND -------------- ARTISAN INTERNATIONAL SMALL CAP FUND -------------- ARTISAN INTERNATIONAL VALUE FUND -------------- ARTISAN MID CAP FUND -------------- ARTISAN MID CAP VALUE FUND -------------- ARTISAN SMALL CAP FUND -------------- ARTISAN SMALL CAP VALUE FUND ----------------------------- ARTISAN FUNDS, INC. INVESTOR SHARES - -------------------------------------------------------------------------------- ARTISAN FUNDS P.O. BOX 8412 BOSTON, MA 02266-8412 This report and the unaudited financial statements contained herein are provided for the general information of the shareholders of Artisan Funds. This report is not authorized for distribution to prospective investors unless preceded or accompanied by an effective prospectus. For more complete information on any Fund, including fees and expenses, please call 800.344.1770 or visit our website at WWW.ARTISANFUNDS.COM for a free prospectus. Read it carefully before you invest or send money. Company discussions are for illustration only and are not intended as recommendations of individual stocks. The discussions present information about the companies believed to be accurate, and the views of the portfolio manager(s), as of March 31, 2004. That information and those views may change and the Funds disclaim any obligation to advise shareholders of any such changes. Artisan International Fund and Artisan Mid Cap Fund offer institutional classes of shares for institutional investors meeting certain minimum investment requirements. A report on each institutional class is available under separate cover. Artisan Funds offered through Artisan Distributors LLC, member NASD. - -----------------------------------------------------------TABLE OF CONTENTS---- - -------------------------------------------- 02 MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE - -------------------------------------------- 02 Artisan International Fund - -------------------------------------------- 06 Artisan International Small Cap Fund - -------------------------------------------- 10 Artisan International Value Fund - -------------------------------------------- 14 Artisan Mid Cap Fund - -------------------------------------------- 18 Artisan Mid Cap Value Fund - -------------------------------------------- 22 Artisan Small Cap Fund - -------------------------------------------- 26 Artisan Small Cap Value Fund - -------------------------------------------- - -------------------------------------------- 30 SCHEDULES OF INVESTMENTS - -------------------------------------------- 30 Artisan International Fund - -------------------------------------------- 32 Artisan International Small Cap Fund - -------------------------------------------- 34 Artisan International Value Fund - -------------------------------------------- 36 Artisan Mid Cap Fund - -------------------------------------------- 39 Artisan Mid Cap Value Fund - -------------------------------------------- 41 Artisan Small Cap Fund - -------------------------------------------- 43 Artisan Small Cap Value Fund - -------------------------------------------- 46 STATEMENTS OF ASSETS & LIABILITIES - -------------------------------------------- - -------------------------------------------- 48 STATEMENTS OF OPERATIONS - -------------------------------------------- - -------------------------------------------- 52 STATEMENTS OF CHANGES IN NET ASSETS - -------------------------------------------- - -------------------------------------------- 56 FINANCIAL HIGHLIGHTS - -------------------------------------------- - -------------------------------------------- 60 NOTES TO FINANCIAL STATEMENTS - -------------------------------------------- - -------------------------------------------- 70 PROXY VOTING POLICIES AND PROCEDURES - -------------------------------------------- - -------------------------------------------- 70 NOTES ON MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE - -------------------------------------------- - ------------------------------------------------AVERAGE ANNUAL TOTAL RETURNS---- SINCE 1-YEAR 3-YEAR 5-YEAR INCEPTION ------ ------ ------ --------- Artisan International Fund (inception 12/28/95) 59.53% 2.36% 6.38% 13.20% - -------------------------------------------------------------------------------- Artisan International Small Cap Fund (inception 12/21/01) 81.44 NA NA 27.43 - -------------------------------------------------------------------------------- Artisan International Value Fund (inception 9/23/02) 77.03 NA NA 47.70 - -------------------------------------------------------------------------------- Artisan Mid Cap Fund (inception 6/27/97) 43.05 4.75 15.27 20.33 - -------------------------------------------------------------------------------- Artisan Mid Cap Value Fund (inception 3/28/01) 49.81 14.49 NA 14.71 - -------------------------------------------------------------------------------- Artisan Small Cap Fund (inception 3/28/95) 57.86 8.68 10.39 9.57 - -------------------------------------------------------------------------------- Artisan Small Cap Value Fund (inception 9/29/97) 51.81 16.33 18.56 12.67 - -------------------------------------------------------------------------------- As of 3/31/04. THE PERFORMANCE QUOTED REPRESENTS PAST PERFORMANCE, WHICH DOES NOT GUARANTEE FUTURE RESULTS. THE INVESTMENT RETURN AND PRINCIPAL VALUE OF AN INVESTMENT IN A FUND WILL FLUCTUATE, SO THAT AN INVESTOR'S SHARES IN THE FUND, WHEN REDEEMED, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST. CURRENT PERFORMANCE MAY BE LOWER OR HIGHER THAN THE PERFORMANCE DATA QUOTED. FOR MONTH-END PERFORMANCE INFORMATION, VISIT WWW.ARTISANFUNDS.COM OR CALL 800.344.1770. THE PERFORMANCE INFORMATION SHOWN FOR ARTISAN INTERNATIONAL FUND, ARTISAN INTERNATIONAL SMALL CAP FUND AND ARTISAN INTERNATIONAL VALUE FUND DOES NOT REFLECT THE DEDUCTION OF A 2% REDEMPTION FEE ON SHARES HELD BY AN INVESTOR FOR 90 DAYS OR LESS AND, IF REFLECTED, THE FEE WOULD REDUCE THE PERFORMANCE QUOTED. THE REDEMPTION FEE FOR ARTISAN INTERNATIONAL FUND WAS EFFECTIVE MAY 1, 2004. THE PERFORMANCE OF ARTISAN INTERNATIONAL VALUE FUND AND ARTISAN MID CAP VALUE FUND REFLECTS ARTISAN PARTNERS' UNDERTAKING TO LIMIT EACH FUND'S EXPENSES, WHICH MAY BE TERMINATED AT ANY TIME, HAS BEEN IN EFFECT SINCE EACH FUND'S INCEPTION, AND HAS HAD A MATERIAL IMPACT ON EACH FUND'S PERFORMANCE, WHICH WOULD HAVE BEEN LOWER IN ITS ABSENCE. ARTISAN INTERNATIONAL, INTERNATIONAL SMALL CAP & INTERNATIONAL VALUE FUNDS: International investments involve special risks, including currency fluctuation, lower liquidity, different accounting methods and economic and political systems and higher transaction costs. These risks typically are greater in emerging markets. ARTISAN INTERNATIONAL and INTERNATIONAL SMALL CAP FUNDS invest in growth stocks, which may underperform other asset types during a given period. ARTISAN INTERNATIONAL SMALL CAP FUND invests in the stocks of smaller companies, which may be more volatile and less liquid than those of large companies, have underperformed the stocks of larger companies during some periods and may have a shorter history of operations than larger companies. ARTISAN INTERNATIONAL VALUE FUND invests in value stocks, which may underperform other asset types during a given period. In addition, the Fund may invest a significant portion of its assets in small and medium-sized companies, which may be more volatile and less liquid than those of large companies, have underperformed the stocks of larger companies during some periods and may have a shorter history of operations than larger companies. ARTISAN MID CAP & MID CAP VALUE FUNDS: Stocks of medium-sized companies tend to be more volatile than those of large companies, and have underperformed the stocks of small and large companies during some periods. ARTISAN MID CAP FUND invests primarily in growth stocks, which may underperform other asset types during a given period. ARTISAN MID CAP VALUE FUND invests primarily in value stocks, which may underperform other asset types during a given period. ARTISAN SMALL CAP & SMALL CAP VALUE FUNDS: Stocks of smaller companies may be more volatile and less liquid than those of large companies, have underperformed the stocks of larger companies during some periods and may have a shorter history of operations than larger companies. ARTISAN SMALL CAP FUND invests primarily in growth stocks, which may underperform other asset types during a given period. ARTISAN SMALL CAP VALUE FUND invests primarily in value stocks, which may underperform other asset types during a given period. 800.344.1770 o WWW.ARTISANFUNDS.COM ARTISAN INTERNATIONAL FUND - ----HIGHLIGHTS------------------------------------------------------------------ o During the six months ended March 31, 2004, Artisan International Fund outperformed the MSCI EAFE/R Index. o Our stock selections in the technology sector and media industry were the primary reasons for our outperformance. o The Swiss equity market trailed the broader average and our overweight position, compared to the MSCI EAFE/R Index, detracted from our relative returns. - ----INVESTMENT APPROACH--------------------------------------------------------- We use a bottom-up investment process to construct a portfolio of international growth companies of all market capitalizations. The investment team conducts its own fundamental analysis with particular emphasis on: 1) Well-managed companies focused on increasing shareholder value; 2) Sustainable growth prospects; 3) Reasonable valuations; 4) Dominant or increasing market shares or direct exposure to an identified theme. - ----PERFORMANCE REVIEW---------------------------------------------------------- The halfway point of our fiscal year marked the end of a strong twelve months for stocks. The Fund returned almost 60% and outpaced its benchmark, the MSCI EAFE/R Index, and peers, as measured by the Lipper International Funds Index. FUND STATISTICS Net Assets.................................. $10.2 Bil. Number of Holdings................................. 109 Weighted Avg. Market Cap.................... $26.8 Bil. Weighted Avg. Growth Rate (3-5 yr)............... 10.8% Weighted Harmonic Avg. P/E (2004E)............... 17.2X Source: Factset/Artisan Partners. All statistics are as of 3/31/04. GROWTH OF AN ASSUMED $10,000 INVESTMENT (12/28/95 to 3/31/04) [CHART APPEARS HERE] ARTISAN INTERNATIONAL FUND ($27,846) MSCI EAFE/R Index ($13,477) Lipper International Funds Index ($16,172) Lipper ARTISAN MSCI International INTERNATIONAL EAFE/R Funds FUND Index Index ------ ------- ------- 12/28/95 (inception) 10,000 10,000 10,000 10,000 10,000 10,025 10,910 10,289 10,467 12,080 10,452 10,895 12,220 10,439 10,903 12/96 13,437 10,605 11,472 14,153 10,439 11,756 14,607 11,793 13,072 14,839 11,710 13,322 12/97 13,902 10,793 12,303 16,714 12,381 14,129 18,131 12,512 14,249 14,717 10,734 12,000 12/98 18,376 12,952 13,861 20,439 13,132 14,039 21,283 13,465 14,818 22,343 14,056 15,318 12/99 33,314 16,444 19,105 39,182 16,427 19,223 35,254 15,776 18,320 31,338 14,503 16,976 12/00 29,787 14,114 16,293 25,965 12,176 14,168 26,564 12,015 14,251 22,823 10,365 12,120 12/01 25,064 11,088 13,144 25,282 11,144 13,467 24,777 10,908 13,212 19,480 8,755 10,621 12/02 20,327 9,320 11,326 17,455 8,555 10,329 21,482 10,203 12,366 22,732 11,032 13,342 26,612 12,917 15,403 3/04 27,846 13,477 16,172 AVERAGE ANNUAL TOTAL RETURNS (as of 3/31/04) - -------------------------------------------------------------------------------- SINCE FUND / INDEX 1-YEAR 5-YEAR INCEPTION - -------------------------------------------------------------------------------- Artisan International Fund 59.53% 6.38% 13.20% - -------------------------------------------------------------------------------- MSCI EAFE/R Index 57.54 0.52 3.68 - -------------------------------------------------------------------------------- Lipper International Funds Index 56.57 2.87 5.99 - -------------------------------------------------------------------------------- THE PERFORMANCE QUOTED REPRESENTS PAST PERFORMANCE, WHICH DOES NOT GUARANTEE FUTURE RESULTS. THE INVESTMENT RETURN AND PRINCIPAL VALUE OF AN INVESTMENT IN THE FUND WILL FLUCTUATE, SO THAT AN INVESTOR'S SHARES IN THE FUND, WHEN REDEEMED, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST. CURRENT PERFORMANCE MAY BE LOWER OR HIGHER THAN THE PERFORMANCE DATA QUOTED. FOR MONTH- END PERFORMANCE INFORMATION, VISIT WWW.ARTISANFUNDS.COM OR CALL 800.344.1770. INTERNATIONAL FUND'S PERFORMANCE INFORMATION SHOWN DOES NOT REFLECT THE DEDUCTION OF A 2% REDEMPTION FEE ON SHARES HELD BY AN INVESTOR FOR 90 DAYS OR LESS AND, IF REFLECTED, THE FEE WOULD REDUCE THE PERFORMANCE QUOTED. THE REDEMPTION FEE WAS EFFECTIVE MAY 1, 2004. See page 70 for a description of each index. 02 - ----- TWO - --------------------------------------------------ARTISAN INTERNATIONAL FUND---- INVESTING ENVIRONMENT AND PERFORMANCE DISCUSSION During the six months ended March 31, 2004, international equity markets continued to add to the gains that began roughly twelve months prior to the period end. Returns were supported by low interest rates around the globe, tax cuts in the U.S. and advancing earnings. Virtually every area of the market advanced, but the leaders were small-caps, many emerging markets and value- oriented stocks. The U.S. dollar weakened against a range of currencies, which enhanced absolute returns for domestic investors with securities denominated in those currencies. Late in the period, the Madrid terrorist attacks, uncertainty after the elections in Taiwan and continued tension in the Middle East caused some pause in the markets, but the reaction was not strong enough to erase the strength of the returns. We benefited from the strength of our stock selection during the period. Leading contributors were our media selections, technology stocks and financials holdings. We were hurt by our exposure to certain consumer industries and our chemicals stocks. On a country basis, we added value to returns due to our investments in certain emerging markets and Japan, while our investments in Switzerland were a drag on results as the Swiss market did not perform as well as the broader average. SECTOR REVIEW The consumer sectors together remain our largest weighting relative to the MSCI EAFE/R Index, although we did trim our exposure. The media industry was a strong contributor to performance. However, relative to the benchmark, the returns of our clothing retailers, food retailers, food products and beverage companies detracted from those gains. The market favored other industries and a few of our larger positions were weak. In the media industry, leading performers in the Fund were JCDecaux S.A., Promotora de Informaciones S.A. (Prisa) and ITV PLC. JCDecaux, the French outdoor advertising company, improved profitability by lowering spending and its success in doing so was affirmed by speculation of a possible merger of its outdoor operations with Viacom of the U.S. Prisa, a Spanish media company, benefited from solid sales growth and expanded profitability due to restructuring and cost cutting. British media company ITV was formed from the combination of the former Granada PLC and Carlton Communications PLC companies and began trading under the ITV name in February. We held both stocks prior to the merger and our combined position after the merger made ITV a Top 10 Holding. Food retailer Tesco PLC, food products company Nestle S.A., and clothing retailer Marks & Spencer Group PLC underperformed relative to the benchmark. Tesco reported strong sales growth, but that was overshadowed by the unexpected announcement of an additional share issuance. Nestle reported solid sales growth and earnings, but it suffered from higher expectations. Marks & Spencer's share price weakened due to slower sales and certain supply chain issues. Our investments in a few select industry-leading technology companies allowed us to add value in that area. The best individual performer was Telefonaktiebolaget LM Ericsson (Ericsson), a Swedish manufacturer of wireless communications equipment. Over the past two years, Ericsson has undergone a significant restructuring program and pushed through cost cutting goals ahead of expectations. This led to a strong increase in profitability. Samsung Electronics Co., Ltd. also posted a strong gain as overall handset shipment growth was robust and Europe emerged as one of the fastest growing areas for exports. Finally, Dutch semiconductor equipment manufacturer ASML Holding N.V. benefited from strong orders and improved profits. Our financial stocks made a meaningful contribution to the Fund's return. One of the leaders was Japanese consumer finance company Promise Co. Ltd. It benefited from lower costs after a reduction in write-offs due to a decline in personal bankruptcies. In addition, the company announced a notable increase in the number of new customer loan accounts and sold its credit card business to focus more on the core loan business. A number of the Japanese banks we owned recorded meaningful gains. Two of the best performers were UFJ [PHOTO] MARK L. YOCKEY Portfolio Manager 800.344.1770 o WWW.ARTISANFUNDS.COM 03 ------ THREE - ----ARTISAN INTERNATIONAL FUND-------------------------------------------------- Holdings, Inc. and The Bank of Yokohama Ltd. UFJ acquired a credit card company, which was an additional step in its efforts to focus on the retail business. Bank of Yokohama advanced as it cut costs and improved profit growth. Finally, German insurer Allianz AG, our largest holding, performed roughly in line with the financial sector return, but continued to improve the performance of many of its business units. The company further reduced its cross-shareholdings in other German financial companies and sold its stake in Beiersdorf, maker of Nivea products. SECTOR DIVERSIFICATION SECTOR 9/30/03 3/31/04 SECTOR 9/30/03 3/31/04 - -------------------------------------------------------------------------------- Consumer Discretionary 24.9% 24.2% Information Technology 1.9% 6.7% - -------------------------------------------------------------------------------- Consumer Staples 16.5 11.9 Materials 7.4 4.9 - -------------------------------------------------------------------------------- Energy 4.7 7.4 Telecommunication Services 7.9 9.0 - -------------------------------------------------------------------------------- Financials 24.2 27.3 Utilities 0.3 0.4 - -------------------------------------------------------------------------------- Healthcare 6.9 3.0 Other assets less liabilities 1.9 1.1 - -------------------------------------------------------------------------------- Industrials 3.4 4.1 TOTAL 100.0%100.0% - -------------------------------------------------------------------------------- As a percentage of total net assets as of 9/30/03 and 3/31/04, respectively. Although oil and gas prices trended higher during the period, energy stocks in general trailed the market. We favored emerging market and smaller energy companies and our selections outpaced the sector return. The two best performers in the area were Russian oil company LUKOIL and Chinese oil refiner China Petroleum & Chemical Corporation (Sinopec). LUKOIL announced earnings in January, which indicated that profitability levels remained healthy due to solid production growth and cost reductions. Growth in China and its increased demand for commodities helped Sinopec. In the chemicals industry, we were hurt by the performance of CIBA Specialty Chemicals AG and Rhodia S.A. CIBA recently announced the acquisition of a paper chemicals company that we thought aligned well with its own paper chemicals division. However, investors seemed to believe the price paid for the assets was excessive. Rhodia was pressured by financing and liquidity issues and, as of March 31, 2004, we started to move out of our position. Imperial Chemical Industries PLC offset some of the negative effect by disposing of its food ingredients unit in an ongoing restructuring effort. COUNTRY & CURRENCY REVIEW Our country allocations, all of which were driven by our security selection, contributed marginally to performance. Our overweight exposure to the underperforming Swiss market was an area of negative performance relative to the MSCI EAFE/R Index. However, many emerging markets outperformed the major markets and our exposure to those areas and the strength of gains in our Japanese holdings helped drive a strong relative result. Our security selection also contributed to our gains in excess of the MSCI EAFE/R Index. Fund returns benefited from our exposure to currencies that appreciated relative to the U.S. dollar. When local currencies were converted back to U.S. dollars, at the depreciated level, the translation effect enhanced absolute returns. This effect was muted late in the period as the U.S. dollar appreciated marginally versus a group of currencies. TOP 5 COUNTRY ALLOCATIONS United Kingdom............. 18.3% Japan...................... 17.8 Germany.................... 12.9 Switzerland................ 12.1 Spain....................... 5.4 As a percentage of total net assets as of 3/31/04. 04 - ----- FOUR - --------------------------------------------------ARTISAN INTERNATIONAL FUND---- FUND CHANGES Within our sector and industry allocations, we reduced our consumer and healthcare exposure during the six months ended March 31, 2004. We used the proceeds to increase our allocations to energy, technology and financials. On a country level, we increased our Japanese exposure and reduced European exposure. The Far East has seen some of the world's highest growth rates. For the first time in years, it seemed to us that Japan might be on a sustainable path to an economic recovery, fueled in large part by the continued growth of the Chinese economy. Europe was behind the curve, with low, albeit improving, economic growth that was partly dampened by the strong euro and the Madrid terrorist attacks. Our weight in emerging markets was left basically unchanged, although we reduced our Mexican exposure. We sold a number of holdings when they reached our assessment of their full valuations, and others when we lost confidence in their investment prospects. We replaced them with potentially more promising stocks within our themes at what we consider to be more attractive valuations. In the consumer areas, we sold Carrefour S.A., Next PLC and Wolters Kluwer N.V. and we pared our positions in other stocks. The relative performance of the consumer staples group served to reduce our weighting further. Among our healthcare holdings, we closed out our position in French pharmaceutical company Sanofi-Synthelabo S.A. because we did not believe that its attempt at a hostile takeover of its larger, slower growth competitor, Aventis, was a good use of capital. We sold Novartis AG because of the potential for slowing earnings growth and reduced profitability. TOP 10 HOLDINGS COMPANY NAME COUNTRY % - -------------------------------------------------------------------------------- Allianz AG Germany 3.1% - -------------------------------------------------------------------------------- UBS AG Switzerland 2.9 - -------------------------------------------------------------------------------- ITV PLC United Kingdom 2.8 - -------------------------------------------------------------------------------- Muenchener Rueckversicherungs-Gesellschaft AG Germany 2.6 - -------------------------------------------------------------------------------- Nestle S.A., Class B Switzerland 2.6 - -------------------------------------------------------------------------------- Fortis Netherlands 2.5 - -------------------------------------------------------------------------------- Honda Motor Co. Ltd. Japan 2.5 - -------------------------------------------------------------------------------- Compass Group PLC United Kingdom 2.4 - -------------------------------------------------------------------------------- Tesco PLC United Kingdom 2.3 - -------------------------------------------------------------------------------- Nikko Cordial Corp. Japan 2.3 - -------------------------------------------------------------------------------- TOTAL 26.0% - -------------------------------------------------------------------------------- As a percentage of total net assets as of 3/31/04. Top 10 Holdings are determined by security, not issuer. Securities of the same issuer are not aggregated. The purchases of Italian oil services company Saipem S.p.A., Italian oil and gas exploration company ENI S.p.A. and small positions in Total S.A. and BP PLC increased our energy exposure. Samsung Electronics was the largest purchase in the technology sector. Our increase in Japan was a primary reason for the increase in our financials weight. Although we believed there was remaining risk in the Japanese financial industry, the overall improvement of the economic situation and the recovering stock market led us to initiate some positions in banks and consumer finance companies. The stocks added included: UFJ, Nomura Holdings, Inc., Bank of Yokohama, Sumitomo Mitsui Financial Group, Inc., Credit Saison Co. Ltd. and ORIX Corp. We invested slowly in Japan because deflation was still prevalent and Japan was continuing to deal with increasingly challenging demographics. REGION ALLOCATION Europe..................... 67.2% Asia/Pacific............... 24.6 Latin America............... 4.2 North America............... 2.8 Middle East................. 0.1 As a percentage of total net assets as of 3/31/04. 800.344.1770 o WWW.ARTISANFUNDS.COM 05 ----- FIVE ARTISAN INTERNATIONAL SMALL CAP FUND - ----HIGHLIGHTS------------------------------------------------------------------ o During the six months ended March 31, 2004, Artisan International Small Cap Fund trailed the MSCI EAFE/R Small Cap Index, but recorded a strong absolute return and outperformed the MSCI EAFE/R Index. o Our financial and telecommunication stocks were strong contributors to performance, but the per-formance of our consumer related stocks relative to the MSCI EAFE/R Small Cap Index offset the success. - ----INVESTMENT APPROACH--------------------------------------------------------- We use a bottom-up investment process to construct a portfolio of smaller international growth companies. The investment team conducts its own fundamental analysis with particular emphasis on: 1) Well-managed companies focused on increasing shareholder value; 2) Sustainable growth prospects; 3) Reasonable valuations; 4) Strong or increasing market shares or direct exposure to an identified theme. - ----PERFORMANCE REVIEW---------------------------------------------------------- Artisan International Small Cap Fund has outperformed the MSCI EAFE/R Small Cap Index since inception, which has been a favorable period for small stocks. FUND STATISTICS Net Assets.............................. $587 Mil. Number of Holdings............................. 82 Median Market Cap....................... $1.2 Bil. Weighted Avg. Market Cap................ $2.0 Bil. Weighted Avg. Growth Rate (3-5 yr).......... 16.7% Weighted Harmonic Avg. P/E (2004E).......... 17.1X Source: Factset/Artisan Partners. All statistics are as of 3/31/04. GROWTH OF AN ASSUMED $10,000 INVESTMENT (12/21/01 to 3/31/04) [CHART APPEARS HERE] ARTISAN INTERNATIONAL SMALL CAP FUND ($17,353) MSCI EAFE/R Small Cap Index ($17,089) MSCI EAFE/R Index ($12,453) Lipper International Small-Cap Funds Index ($16,014) ARTISAN MSCI INTERNATIONAL EAFE/R Lipper SMALL Small MSCI International CAP Cap EAFE/R Small-Cap FUND Index Index Funds Index ------ ------- ------- ---------- 12/21/01 (inception) 10,000 10,000 10,000 10,000 10,080 10,218 10,245 10,219 3/02 10,490 10,806 10,298 10,645 6/02 10,500 11,254 10,079 10,925 9/02 9,090 9,449 8,090 9,131 12/02 9,945 9,420 8,612 9,407 3/03 9,564 9,149 7,905 8,999 6/03 12,130 11,441 9,428 11,137 9/03 13,885 13,325 10,194 12,713 12/03 16,210 15,198 11,936 14,590 3/04 17,353 17,089 12,453 16,014 AVERAGE ANNUAL TOTAL RETURNS (as of 3/31/04) - ------------------------------------------------------------------------------- SINCE FUND / INDEX 1-YEAR INCEPTION - ------------------------------------------------------------------------------- Artisan International Small Cap Fund 81.44% 27.43% - ------------------------------------------------------------------------------- MSCI EAFE/R Small Cap Index 86.79 26.57 - ------------------------------------------------------------------------------- MSCI EAFE/R Index 57.54 10.13 - ------------------------------------------------------------------------------- Lipper International Small-Cap Funds Index 77.97 23.01 - ------------------------------------------------------------------------------- THE PERFORMANCE QUOTED REPRESENTS PAST PERFORMANCE, WHICH DOES NOT GUARANTEE FUTURE RESULTS. THE INVESTMENT RETURN AND PRINCIPAL VALUE OF AN INVESTMENT IN THE FUND WILL FLUCTUATE, SO THAT AN INVESTOR'S SHARES IN THE FUND, WHEN REDEEMED, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST. CURRENT PERFORMANCE MAY BE LOWER OR HIGHER THAN THE PERFORMANCE DATA QUOTED. FOR MONTH- END PERFORMANCE INFORMATION, VISIT WWW.ARTISANFUNDS.COM OR CALL 800.344.1770. INTERNATIONAL SMALL CAP FUND'S PERFORMANCE INFORMATION SHOWN DOES NOT REFLECT THE DEDUCTION OF A 2% REDEMPTION FEE ON SHARES HELD BY AN INVESTOR FOR 90 DAYS OR LESS AND, IF REFLECTED, THE FEE WOULD REDUCE THE PERFORMANCE QUOTED. See page 70 for a description of each index. 06 - ----- SIX - ----------------------------------------ARTISAN INTERNATIONAL SMALL CAP FUND---- INVESTING ENVIRONMENT AND PERFORMANCE DISCUSSION Throughout the six months ended March 31, 2004, international equity markets continued to advance. Flexible monetary conditions around the world have promoted economic growth, which has contributed to a recovery in riskier assets such as small-cap stocks (one of the best performing asset classes during the period). The U.S. dollar weakened against a range of currencies, which enhanced absolute returns for domestic investors with securities denominated in those currencies. Late in the period, the Madrid terrorist attacks, uncertainty after the elections in Taiwan and continued tension in the Middle East caused some hesitation in the markets, but reaction was not strong enough to erase the strength of the returns. We benefited from the market's preference for small stocks and recorded a strong absolute return. The strongest areas of the Fund were the financials, telecommunications and healthcare sectors. However, we trailed the MSCI EAFE/R Small Cap Index due to the underperformance of our consumer holdings and because we had few investments in some markets in which the currencies were particularly strong relative to the dollar. SECTOR REVIEW In the financials sector we had a number of stocks that performed well. Our largest holding, Banco Latinoamericano de Exportaciones, S.A. (BLADEX), was one of the leading gainers, advancing over 50%. It improved its asset quality, increased profitability and re-introduced a dividend policy. BLADEX pulled back somewhat late in the period as higher expenses and lower fees and trading income softened earnings results. German bank Depfa Bank PLC also rose strongly during the period as its largest shareholder, DEPFA Holding, sold its stake in the company, which investors believed could improve liquidity long-term. We sold our position into the strength. AMMB Holdings Berhad, Malaysia's fifth largest bank, also posted a strong return. It benefited from improvement in the domestic economy and restructuring plans. Two new purchases, Hypo Real Estate Holding AG (HRE) and Creed Corporation, contributed to Fund returns. We acquired a position in HRE after it was spun off from HVB Group. The first post-spinoff profit report reflected pre-tax profits greater than forecasted. The company also made strides in restructuring its German business and announced that it plans to grow internationally. Creed is a Japanese real estate advisory services firm. It provides property valuation, risk analysis, cash flow analysis and asset management services. Importantly for Creed, investing in the property market in Japan gradually has gained popularity among domestic investors. Wireless providers AO VimpelCom of Russia and Telesp Celular Participacoes S.A. of Brazil were our two best performing stocks in the strong telecommunications sector. VimpelCom's share price advanced over 70% and Telesp Celular's share price almost doubled. VimpelCom reported strong subscriber growth in Russia and received shareholder approval for a merger with its subsidiary. Telesp Celular sales were solid as market growth accelerated and the Brazilian economy seemed to be on a path to stronger growth. Canadian wireless company Microcell Telecommunications, Inc. was another strong contributor, and we closed out our position. Among our healthcare holdings, dental implant manufacturer Straumann AG was the leading contributor to performance. The dental implant market has expanded at an accelerating rate, and Straumann gained market share in the fast growing U.S. market. Another strong performer was U.K. diagnostics and life sciences company Amersham PLC. It received a takeover offer from General Electric Co. at a premium to the outstanding share price at the time of the announcement. We sold our position subsequent to the news. Stada Arzneimittel AG, a German pharmaceutical company, offset some of the gains due to the uncertainty surrounding the potential negative impact on pricing from German healthcare reform. We thought its product pipeline and acquisition strategy provided solid growth potential, so we used the weakness to increase our position in its stock. [PHOTO] MARK L. YOCKEY Portfolio Manager 800.344.1770 o WWW.ARTISANFUNDS.COM 07 ------ SEVEN - ----ARTISAN INTERNATIONAL SMALL CAP FUND---------------------------------------- SECTOR DIVERSIFICATION SECTOR 9/30/03 3/31/04 SECTOR 9/30/03 3/31/04 - -------------------------------------------------------------------------------- Consumer Discretionary 29.4% 26.4% Information Technology 1.5% 2.4% - -------------------------------------------------------------------------------- Consumer Staples 21.1 15.8 Materials 3.1 5.1 - -------------------------------------------------------------------------------- Energy 1.5 5.7 Telecommunication Services 7.8 7.3 - -------------------------------------------------------------------------------- Financials 13.0 18.7 Utilities 0.0 1.8 - -------------------------------------------------------------------------------- Healthcare 11.2 7.0 Other assets less liabilities 3.2 0.9 - -------------------------------------------------------------------------------- Industrials 8.2 8.9 TOTAL 100.0%100.0% - -------------------------------------------------------------------------------- As a percentage of total net assets as of 9/30/03 and 3/31/04, respectively. In the consumer areas, we had a number of strong performers such as Sogecable S.A., Spanish pay television; JCDecaux S.A., French outdoor advertising; and Lianhua Supermarket Holdings Limited, Chinese supermarkets. JCDecaux improved profitability by lowering spending and its success in doing so was affirmed by speculation of a possible merger of its outdoor operations with Viacom Inc. of the U.S. Sogecable, a former Top 10 Holding, and Lianhua were sold into the share price gains. However, those successes were outweighed by the poor performance of certain beverage, food product and household product stocks, which underperformed the market. One of the weakest performers was Russian juice and dairy producer Wimm-Bill-Dann Foods OJSC. It fell due to a slump in juice sales and concern about political stability after executives of one of Russia's largest companies came under investigation. We used the weakness to add to our position. Luxury boat maker Rodriguez Group was another negative performer. It fell after reporting lower than expected sales for the year due in part to a delay in the delivery of two boats. We sold our position in favor of what we believed to be better alternatives. CanWest Global Communications Corporation, the largest conventional television broadcaster and newspaper publisher in Canada, was one of our weaker media stocks. Its share price fell as its TV sales results dropped due to a weak ad market caused in part by a relatively new programming lineup. The energy sector was the best performing sector in our benchmark as the average price for oil and gas moved higher during the period. In the sector, our only investment at the beginning of the fiscal year was Canadian service company Precision Drilling Corporation. However, we added three new names to the portfolio: Norwegian oil service firms TGS Nopec Geophysical Company ASA and Smedvig ASA, and U.K. energy services company John Wood Group PLC. We bought those securities because exploration spending had started to show improvements. Nevertheless, our preference for service companies in favor of producers hurt returns. COUNTRY & CURRENCY REVIEW Our country allocations, which were driven by our security selection, hurt performance. The stocks we owned in certain emerging markets added to returns, but our relatively small investment in a strong Japanese market in favor of stocks in countries such as Switzerland negated the positives. Our exposure to Japan relative to the MSCI EAFE/R Small Cap Index is the largest underweight position in the Fund. For the first time in years, it seemed to us that Japan might be on a sustainable path to an economic recovery, but deflation was still prevalent and we remained concerned long-term about Japan's increasingly challenging demographics. Consequently, we added names in the area cautiously. TOP 5 COUNTRY ALLOCATIONS Switzerland................ 16.4% Japan....................... 7.9 United Kingdom.............. 7.4 France...................... 7.0 Russia...................... 4.7 As a percentage of total net assets as of 3/31/04. 08 - ----- EIGHT - ----------------------------------------ARTISAN INTERNATIONAL SMALL CAP FUND---- Fund returns benefited from our exposure to currencies that appreciated relative to the U.S. dollar. When local currencies were converted back to U.S. dollars, at the depreciated level, the translation effect enhanced absolute returns. This effect was muted late in the period as the U.S. dollar appreciated marginally versus a group of currencies. In addition, we were not as exposed to some of the currencies that appreciated the most, which hurt returns compared to our benchmark. FUND CHANGES The sector allocations that changed the most since September 30, 2003 as a consequence of our stock selection were the consumer areas (reduced) and the energy and financials sectors (increased). Security sales in the consumer sectors, in addition to those previously discussed, included Italian luxury goods company Bulgari S.p.A., U.K. media company Trinity Mirror PLC, Japanese retailer Don Quijote Company, Ltd. and Dutch and Italian beverage companies Koninklijke Grolsch N.V. and Davide Campari-Milano S.p.A., respectively. TOP 10 HOLDINGS COMPANY NAME COUNTRY % - -------------------------------------------------------------------------------- Banco Latinoamericano de Exportaciones, S.A., E Shares Panama 4.6% - -------------------------------------------------------------------------------- AO VimpelCom (ADR) Russia 3.3 - -------------------------------------------------------------------------------- Fraser & Neave Limited Singapore 2.9 - -------------------------------------------------------------------------------- Straumann AG Switzerland 2.9 - -------------------------------------------------------------------------------- SIG Holding AG Switzerland 2.7 - -------------------------------------------------------------------------------- Sulzer AG Switzerland 2.6 - -------------------------------------------------------------------------------- Hypo Real Estate Holding AG Germany 2.5 - -------------------------------------------------------------------------------- Gruppo Editoriale L'Espresso S.p.A. Italy 2.3 - -------------------------------------------------------------------------------- Clarins S.A. France 2.2 - -------------------------------------------------------------------------------- Komeri Company, Ltd. Japan 2.2 - -------------------------------------------------------------------------------- TOTAL 28.2% - -------------------------------------------------------------------------------- As a percentage of total net assets as of 3/31/04. Top 10 Holdings are determined by security, not issuer. Securities of the same issuer are not aggregated. The extension of our investment themes resulted in increased exposure to Japan and various emerging market countries in the Pacific region. In Japan, in addition to the purchase of Creed, we added motion picture company Toho Company, Ltd. and food products firm Yakult Honsha Company Ltd. Elsewhere in the region we initiated positions in: Kangwon Land, Inc., a Korean casino-resort company; China Resources Power Holdings Company Limited, a Chinese utility; Satyam Infoway Limited, an Indian internet software firm; and Hanil Cement Company, Ltd., a Korean construction materials company. One sale in the region was South Korean shipbuilder Samsung Heavy Industries Company, Inc. It benefited from an upturn in orders as global shipbuilding demand rose due to an expansion in global trade, particularly to and from China, and we sold on the resulting strength. REGION ALLOCATION Europe..................... 60.7% Asia/Pacific............... 27.0 Latin America............... 7.5 North America............... 3.9 As a percentage of total net assets as of 3/31/04. 800.344.1770 o WWW.ARTISANFUNDS.COM 09 ----- NINE ARTISAN INTERNATIONAL VALUE FUND - ----HIGHLIGHTS------------------------------------------------------------------ o During the six months ended March 31, 2004, Artisan International Value Fund outperformed the MSCI EAFE/R and MSCI EAFE/R Value Indices and its peer group, as measured by the Lipper International Funds Index. o The primary driver behind the Fund's strong performance was good stock selection. - ----INVESTMENT APPROACH--------------------------------------------------------- We use a bottom-up investment process to construct a portfolio of undervalued non-U.S. companies. Our focus is on selecting individual companies, not countries or industries. We conduct our own in-depth fundamental research with the goal of investing in companies at a significant discount to the team's estimates of their economic value. Attention is also given to a company's historic returns on capital, its financial strength and management. Assessing the tradeoffs among these factors is at the heart of our investment process. - ----PERFORMANCE REVIEW---------------------------------------------------------- Since inception, Artisan International Value Fund has outperformed the MSCI EAFE/R and MSCI EAFE/R Value Indices in five of six calendar quarters. FUND STATISTICS Net Assets............................ $108.4 Mil. Number of Holdings............................. 44 Median Market Cap....................... $2.1 Bil. Weighted Avg. Market Cap............... $10.2 Bil. Median P/B Value............................. 2.0X Weighted Harmonic Avg. P/E (2004E).......... 13.2X Source: Factset/Artisan Partners. All statistics are as of 3/31/04. GROWTH OF AN ASSUMED $10,000 INVESTMENT (9/23/02 to 3/31/04) [CHART APPEARS HERE] ARTISAN INTERNATIONAL VALUE FUND ($18,075) MCSI EAFE/R Value Index ($16,175) MCSI EAFE/R Index ($15,440) Lipper International Funds Index ($15,183) ARTISAN MSCI Lipper INTERNATIONAL EAFE/R MSCI International VALUE Value EAFE/R Funds FUND Index Index Index ------ ------- ------- -------- 9/23/02 (inception) 10,000 10,000 10,000 10,000 10,070 10,473 10,570 10,488 10,570 11,116 11,049 10,985 12/02 10,600 10,632 10,678 10,633 10,510 10,269 10,232 10,244 10,280 10,019 9,997 9,940 3/03 10,210 9,736 9,801 9,697 11,450 10,797 10,761 10,657 12,480 11,543 11,413 11,342 6/03 13,010 11,899 11,689 11,610 13,280 12,318 11,972 11,935 13,710 12,685 12,261 12,279 9/03 14,320 13,040 12,639 12,526 15,130 13,913 13,427 13,273 15,511 14,207 13,726 13,539 12/03 16,598 15,448 14,798 14,461 17,419 15,586 15,007 14,771 18,024 16,009 15,354 15,109 3/04 18,075 16,175 15,440 15,183 AVERAGE ANNUAL TOTAL RETURNS (as of 3/31/04) - -------------------------------------------------------------------------------- SINCE FUND / INDEX 1-YEAR INCEPTION - -------------------------------------------------------------------------------- Artisan International Value Fund 77.03% 47.70% - -------------------------------------------------------------------------------- MSCI EAFE/R Value Index 66.15 37.28 - -------------------------------------------------------------------------------- MSCI EAFE/R Index 57.54 33.13 - -------------------------------------------------------------------------------- Lipper International Funds Index 56.57 31.67 - -------------------------------------------------------------------------------- THE PERFORMANCE QUOTED REPRESENTS PAST PERFORMANCE, WHICH DOES NOT GUARANTEE FUTURE RESULTS. THE INVESTMENT RETURN AND PRINCIPAL VALUE OF AN INVESTMENT IN THE FUND WILL FLUCTUATE, SO THAT AN INVESTOR'S SHARES IN THE FUND, WHEN REDEEMED, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST. CURRENT PERFORMANCE MAY BE LOWER OR HIGHER THAN THE PERFORMANCE DATA QUOTED. THE FUND'S PERFORMANCE INFORMATION SHOWN DOES NOT REFLECT THE DEDUCTION OF A 2% REDEMPTION FEE ON SHARES HELD BY AN INVESTOR FOR 90 DAYS OR LESS AND, IF REFLECTED, THE FEE WOULD REDUCE THE PERFORMANCE QUOTED. THE FUND'S PERFORMANCE ALSO REFLECTS ARTISAN PARTNERS' UNDERTAKING TO LIMIT THE FUND'S EXPENSES, WHICH MAY BE TERMINATED AT ANY TIME, HAS BEEN IN EFFECT SINCE THE FUND'S INCEPTION, AND HAS HAD A MATERIAL IMPACT ON THE FUND'S PERFORMANCE, WHICH WOULD HAVE BEEN LOWER IN ITS ABSENCE. FOR MONTH-END PERFORMANCE INFORMATION, VISIT WWW.ARTISANFUNDS.COM OR CALL 800.344.1770. See page 70 for a description of each index. 10 - ----- TEN - --------------------------------------------ARTISAN INTERNATIONAL VALUE FUND---- INVESTING ENVIRONMENT AND PERFORMANCE DISCUSSION International markets continued their ascent during the period from March 2003 lows, with investors still showing relatively little discrimination among asset classes. Developed markets, emerging markets, large-cap stocks, small-cap stocks, commodities, technology and consumer stocks all showed meaningful increases. The period was characterized by accelerating evidence of a synchronized global economic recovery, supported largely by stimulative fiscal and monetary policies in the United States. During the first six months of the fiscal year, Artisan International Value Fund was up 26.22%. Since inception, the Fund has achieved an average annual total return of 47.70%. The following companies had a significant positive impact on the portfolio during the semi-annual period: o Ichiyoshi Securities Co., Ltd. is a Japanese brokerage firm that benefited from the recent bull market in Japan. Its share price increased by 82%. Its shares moved during the most recent quarter from a discount to book value to a premium to book value mainly due to a significant increase in profits. o Aventis S.A.'s shares increased by 48% largely due to a hostile takeover bid from fellow French pharmaceutical company Sanofi-Synthelabo S.A. o The share price of Hunter Douglas N.V. rose by 44%. Hunter Douglas is the world's leading manufacturer of custom window treatments. Brisk growth in U.S. consumption led to an increase in sales growth at Hunter's U.S. division. Several other companies experienced improving fundamentals, which had a positive impact on their share price. Grupo Aeroportuario del Sureste S.A. de C.V. operates a number of airports in Mexico, the largest of which is in Cancun. The Cancun airport has shown significant increases in air passenger traffic over the last twelve months. Increased passenger traffic had the impact of increasing the company's revenues and brought more traffic into its retail concessions. Management at Vivendi Universal S.A. announced the merger of its largest media assets, including Universal Studios, with GE's NBC unit. The merger, along with other disposals, significantly lowered the amount of debt on Vivendi's balance sheet and reduced overall financial risk. Carpetright PLC, the U.K.'s largest carpet retailer, continued to impress us as perhaps one of the best managed companies in the portfolio. Over the last year, under the leadership of Chairman and CEO Lord Harris, its U.K. based retail stores posted positive same store sales and conditions at the company's newly acquired European operations improved. Finally, Brit Insurance Holdings PLC posted positive underwriting results and indications of a significant dividend payout ratio boosted the share price. A few stocks had a negative impact on the portfolio. Shares of Caltagirone Editore S.p.A., an Italian based newspaper publisher, declined 3.7% though we could find no specific fundamental reason. The share price of Wolters Kluwer N.V. increased since our purchase, but it was not enough to offset the impact of a decline in the euro. Finally, an investment in Unilever PLC's preferred shares proved disappointing. At the time of investment, we had anticipated the shares being converted to cash and indeed the shares had rallied from our purchase price very near to our estimate of the cash conversion price. Instead, management decided to convert the preferred shares into common stock, which resulted in a small capital loss. FUND CHANGES During the period, we acquired positions in eight companies: MFI Furniture Group PLC, Guoco Group Ltd., Lotte Confectionery Co., Ltd., Olympus Corporation, Rinker Group, Ltd., Wolters Kluwer N.V., Zehnder Group AG, and Samchully Co., Ltd. A brief discussion of each of these companies is provided below. MFI Furniture Group PLC is the owner of the U.K.'s largest retailer of kitchen and bedroom furniture, with a market share in excess of 30%. While this business is fairly mature, we expected an aggressive refurbishment program to increase both sales and margins. MFI also owns Howdens Joinery (a new concept [PHOTO] N. DAVID SAMRA Portfolio Manager 800.344.1770 o WWW.ARTISANFUNDS.COM 11 -------- ELEVEN - ----ARTISAN INTERNATIONAL VALUE FUND-------------------------------------------- launched in the mid-1990s), which manufactures and sells kitchens and bathrooms exclusively to building contractors. Howdens has been a tremendous success story to date. We like the track record of John Hancock, MFI's CEO, who has led the business during a period of significant investment. SECTOR DIVERSIFICATION SECTOR 9/30/03 3/31/04 SECTOR 9/30/03 3/31/04 - -------------------------------------------------------------------------------- Consumer Discretionary 18.9% 18.7% Information Technology 0.0% 0.0% - -------------------------------------------------------------------------------- Consumer Staples 16.3 22.8 Materials 4.6 8.2 - -------------------------------------------------------------------------------- Energy 2.1 0.6 Telecommunication Services 7.4 4.8 - -------------------------------------------------------------------------------- Financials 25.1 20.6 Utilities 0.0 1.2 - -------------------------------------------------------------------------------- Healthcare 7.6 5.8 Other assets less liabilities 5.9 8.5 - -------------------------------------------------------------------------------- Industrials 12.1 8.8 TOTAL 100.0%100.0% - -------------------------------------------------------------------------------- As a percentage of total net assets as of 9/30/03 and 3/31/04, respectively. Guoco Group, Ltd. is a Hong Kong-listed holding company controlled by Quek Leng Chan, a Malaysian lawyer-turned-billionaire with financial interests throughout Asia. Quek formed Guoco in the 1980s with an emphasis on financial service businesses. In 2001, Guoco sold its successful investment in Hong Kong-based Dao Heng Bank to DBS Group (Singapore's largest bank). Since that time Guoco has used the proceeds to buy back 25% of its own shares and has been patiently analyzing potential acquisitions in the region. Consequently, we in effect bought a large pile of cash and securities at what we considered to be a significant discount, managed by people with a track record of building value and with investment criteria similar to our own. After a recent visit to Korea we made an investment in Lotte Confectionery Co., Ltd., a leading national producer of gum, cookies, chocolate and ice cream. The quality of the business, as evidenced by its strong market position and high profit margins, made it a compelling investment given what we estimated was a very low price. Olympus Corporation is perhaps best known for its cameras, but the company generates most of its profits from the manufacture of endoscopes (medical devices based on optical technology). As of its 2003 annual report, Olympus had an 80% market share in flexible endoscopes and our research indicated that barriers to entry for the business were high. Though not fast growing, Olympus reported solid profitability on these products. We think this is a terrific business and one that we estimated to be worth more than the market capitalization of the whole company at the time of purchase. Thrown in for "free" is the world's third largest digital camera manufacturer, about 100 billion yen of sales in other optical related businesses, and about 30 billion yen in net cash and securities. Rinker Group, Ltd. is an Australian-based building materials company that sells aggregates, concrete, cement, and cement pipe. In addition to its businesses in Australia, Rinker has strong market positions in growing areas of the U.S. including Florida, Arizona, and Nevada. Though not as cheap as our other cement holding (Cementir S.p.A. Cementerie del Tirreno), we were impressed with CEO David Clarke and his team. Moreover, the company had a strong balance sheet, and we liked the secular growth profile of its markets. TOP 5 COUNTRY ALLOCATIONS United Kingdom............. 21.3% Netherlands................ 13.5 Switzerland................ 12.3 Japan...................... 10.2 Italy....................... 6.2 As a percentage of total net assets as of 3/31/04. 12 - ------- TWELVE - --------------------------------------------ARTISAN INTERNATIONAL VALUE FUND---- Wolters Kluwer N.V. is a Dutch-based professional publishing company. Its professional publishing business generates recurring revenue, is highly profitable and produces meaningful cash flows. Unfortunately for Wolters Kluwer, management of the company historically failed to profitably reinvest the cash flow back in the business. As a result, the company stopped growing and profitability declined as the company tried to invest in improving its content. Wolters recently promoted a new CEO from in-house who is attempting to turn the business around. Although we were encouraged by the initial strategy that was put in place, when we purchased the stock, we relied more on the value of the underlying content, which we believed could fetch a higher price in a private market transaction. Zehnder Group AG is a Swiss-based radiator manufacturer, which in our view had a niche-oriented, high profitability business that was not properly reflected in its valuation. We thought the shares were trading at an attractive price and had a decent dividend yield, and the company had a good balance sheet. Samchully Co., Ltd. is a Korean operator of a natural gas utility. Typically we find regulated utilities to be poor investments. However, Samchully had several attractive qualities. First, we thought the company could continue to grow over the next few years as it completed the build-out of its franchise area. Second, the company had valuable assets that exceeded its modest debt outstanding. Most importantly, after adjusting for the excess assets, Samchully was trading at a very attractive value. TOP 10 HOLDINGS COMPANY NAME COUNTRY % - -------------------------------------------------------------------------------- Euronext N.V. Netherlands 5.8% - -------------------------------------------------------------------------------- Unilever PLC (ADR) United Kingdom 5.2 - -------------------------------------------------------------------------------- Givaudan S.A. Switzerland 5.1 - -------------------------------------------------------------------------------- Cementir S.p.A. Cementerie del Tirreno Italy 5.1 - -------------------------------------------------------------------------------- Diageo PLC United Kingdom 4.6 - -------------------------------------------------------------------------------- Wolters Kluwer N.V. Netherlands 4.1 - -------------------------------------------------------------------------------- MFI Furniture Group PLC United Kingdom 3.8 - -------------------------------------------------------------------------------- Guoco Group, Ltd. Hong Kong 3.7 - -------------------------------------------------------------------------------- Meitec Corporation Japan 3.4 - -------------------------------------------------------------------------------- Telecom Corporation of New Zealand, Ltd. New Zealand 3.4 - -------------------------------------------------------------------------------- TOTAL 44.2% - -------------------------------------------------------------------------------- As a percentage of total net assets as of 3/31/04. Top 10 Holdings are determined by security, not issuer. Securities of the same issuer are not aggregated. We funded the above purchases with new subscriptions and the proceeds of five sales. We sold TSX Group Inc., Tokyo Broadcasting System, Inc. and Somerfield PLC when their prices reached our assessment of intrinsic value. Shares in Radiometer A/S were tendered to Danaher as a result of the takeover offer made in December. We sold Lloyds TSB Group PLC in favor of more attractive alternatives. REGION ALLOCATION Europe..................... 62.6% Asia/Pacific............... 27.1 North America............... 0.9 Latin America............... 0.9 As a percentage of total net assets as of 3/31/04. 800.344.1770 o WWW.ARTISANFUNDS.COM 13 ---------- THIRTEEN ARTISAN MID CAP FUND - ----HIGHLIGHTS------------------------------------------------------------------ o During the six months ended March 31, 2004, Artisan Mid Cap Fund trailed the Russell Midcap/R and Russell Midcap/R Growth Indices. o The technology and healthcare sectors were two of the leading contributors to Fund performance compared to both indices. o Our stocks in the producer durables sector underperformed both benchmarks. - ----INVESTMENT APPROACH--------------------------------------------------------- We use a bottom-up investment process to identify well-managed mid-sized companies whose growth and profit potential are not yet fully recognized by investors. Specifically, we spend most of our time answering three questions about a company before we will invest in it: 1) Does the company exhibit franchise characteristics? 2) Is the company positioned for long-term growth and at an early stage in its profit cycle? 3) Is the stock of the company trading at a reasonable discount to our estimate of its private market value? - ----PERFORMANCE REVIEW---------------------------------------------------------- Artisan Mid Cap Fund has outperformed both benchmark indices on a 5-year and since inception basis. FUND STATISTICS Net Assets.............................. $4.7 Bil. Number of Holdings............................ 102 Median Market Cap....................... $5.8 Bil. Weighted Avg. Market Cap................ $8.5 Bil. Weighted Avg. Growth Rate (3-5 yr).......... 17.2% Weighted Harmonic Avg. P/E (2004E).......... 22.8X Source: Factset/Artisan Partners. All statistics are as of 3/31/04. GROWTH OF AN ASSUMED $10,000 INVESTMENT (6/27/97 to 3/31/04) [CHART APPEARS HERE] ARTISAN MID CAP FUND ($34,930) Russell Midcap/R Growth Index ($15,121) Russell Midcap/R Index ($18,741) Lipper Mid-Cap Core Funds Index ($18,414) Russell Lipper ARTISAN Midcap/R Russell Mid-Cap MID CAP Growth Midcap/R Core FUND Index Index Funds Index ------ ------- ------- ---------- 6/27/97 (inception) 10,000 10,000 10,000 10,000 10,000 9,994 9,969 10,072 12,550 11,393 11,293 11,540 12/97 12,814 11,079 11,418 11,193 14,714 12,402 12,651 12,514 14,607 12,394 12,461 12,144 13,068 10,325 10,614 9,914 12/98 17,090 13,059 12,570 12,063 17,162 13,505 12,512 11,485 19,839 14,912 13,870 12,958 19,601 14,165 12,678 12,123 12/99 26,984 19,757 14,862 15,464 34,037 23,930 16,361 17,707 34,299 22,158 15,623 17,113 38,105 22,717 16,687 17,760 12/00 34,311 17,436 16,088 16,432 30,390 13,062 14,400 14,550 34,092 15,175 15,773 16,378 26,430 10,957 12,956 13,240 12/01 33,266 13,922 15,183 15,627 32,583 13,676 15,828 16,205 28,545 11,179 14,317 14,485 23,386 9,259 11,792 12,114 12/02 25,230 10,107 12,726 12,912 24,418 10,105 12,425 12,421 28,132 12,000 14,694 14,734 9/03 29,822 12,860 15,639 15,598 33,253 14,424 17,824 17,635 3/04 34,930 15,121 18,741 18 414 AVERAGE ANNUAL TOTAL RETURNS (as of 3/31/04) - -------------------------------------------------------------------------------- SINCE FUND / INDEX 1-YEAR 5-YEAR INCEPTION - -------------------------------------------------------------------------------- Artisan Mid Cap Fund 43.05% 15.27% 20.33% - -------------------------------------------------------------------------------- Russell Midcap/R Growth Index 49.63 2.29 6.31 - -------------------------------------------------------------------------------- Russell Midcap/R Index 50.83 8.42 9.74 - -------------------------------------------------------------------------------- Lipper Mid-Cap Core Funds Index 48.25 9.90 9.45 - -------------------------------------------------------------------------------- THE PERFORMANCE QUOTED REPRESENTS PAST PERFORMANCE, WHICH DOES NOT GUARANTEE FUTURE RESULTS. THE INVESTMENT RETURN AND PRINCIPAL VALUE OF AN INVESTMENT IN THE FUND WILL FLUCTUATE, SO THAT AN INVESTOR'S SHARES IN THE FUND, WHEN REDEEMED, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST. CURRENT PERFORMANCE MAY BE LOWER OR HIGHER THAN THE PERFORMANCE DATA QUOTED. FOR MONTH- END PERFORMANCE INFORMATION, VISIT WWW.ARTISANFUNDS.COM OR CALL 800.344.1770. See page 70 for a description of each index. 14 - ---------- FOURTEEN - --------------------------------------------------------ARTISAN MID CAP FUND---- INVESTING ENVIRONMENT AND PERFORMANCE DISCUSSION During the first half of the fiscal year, there were plenty of indications that the economy was in a sustained recovery and it showed in the GDP growth figures. It also became clear that consumers would not have to support growth any longer by themselves. Corporate earnings were strong and businesses started to spend. Manufacturing activity and industrial production were both very strong throughout the period. However, as of March 31, 2004, corporations had not begun hiring at a pace that would be consistent with the level of growth, which has left some uncertainties. The upcoming presidential election, the direction of domestic monetary and fiscal policy, the resurgence of terrorism and the prevalence of unstable geopolitical situations worldwide also created some questions. While our portfolio is always built from the bottom up, in a period in which the array of potential outcomes was quite wide, we were especially diligent in anticipating change and not allowing any single economic sector to dominate the portfolio. SECTOR REVIEW The largest contributors to Fund returns during the period were our holdings in the technology sector. Within the sector, our telecom equipment providers, Nortel Networks Corporation and Avaya Inc., and semiconductor companies, PMC- Sierra, Inc. and Xilinx, Inc., were among the best performers. During the period, Nortel Networks rose almost 45% after it signed a number of contracts anticipated to boost future earnings and we trimmed our position into the gain. Avaya also increased about 45%. It paid down a portion of its high interest debt, new product sales offset legacy product declines and order sizes increased. PMC and Xilinx have ties to the communication markets as suppliers of semiconductors. PMC, with its diverse sales mix, saw an increase in demand across all markets. We sold the stock into the share price strength. Xilinx appreciated due to growth of its market share in key segments. Seagate Technology, a market leader in hard disk drives, was sold off during the period. It came under pressure when it became apparent that risks related to industry price competition, and overall enterprise and mobile demand, were not dissipating. We had a gain in the stock and sold our position. Our telecom service providers, Sprint PCS (PCS) and Western Wireless Corporation, performed well amid merger speculation following Cingular's offer for AT&T Wireless. We sold PCS into the price strength after news that Sprint Corp. would roll the tracking stocks back into a single stock in April. Western was a new purchase during the period, and we maintained our position because we liked the profitable growth potential of its international operations and the recent improvements in its domestic subscriber numbers. A number of our technology related holdings in the producer durables sector weighed on performance. Two of our electronic components stocks were among our weakest performers, but we decided to take a different course with each holding. Novellus Systems, Inc. declined on management's more conservative outlook for new orders relative to its competitors. After that announcement, we became concerned that the company might be losing market share, and we closed out our position. KLA-Tencor Corporation traded down, but we elected to maintain our position because we did not believe its fundamentals were deteriorating. KLA historically has been one of the most profitable companies in its industry, and we thought it possessed a high-quality balance sheet and had the potential to deliver significant operating leverage as the capital spending cycle unfolded. Repair and operating products distributor W.W. Grainger, Inc. was another weak performer in the area. It fell modestly after it announced uninspiring earnings and noted that increased costs to upgrade systems could impact 2004 results. The healthcare sector produced a number of the strongest relative contributors compared to our benchmarks. Early in the period, healthcare stocks in general were aided by the passage of a Medicare prescription drug benefit bill by Congress, which ultimately was signed by the President. Separate from that news, a number of our stocks had positive company specific news that added to stock strength. [PHOTO] ANDREW C. STEPHENS Lead Portfolio Manager [PHOTO] JAMES D. HAMEL Associate Portfolio Manager 800.344.1770 o WWW.ARTISANFUNDS.COM 15 --------- FIFTEEN - ----ARTISAN MID CAP FUND-------------------------------------------------------- Drug manufacturer Andrx Corporation did well due to the announcement of a new management team, which is expected to refocus the company on its core generic business from the branded business that historically weighed on its earnings growth. Pharmacy benefit manager Caremark Rx, Inc. announced that it had won a huge federal contract and other key sales that were expected to improve earnings. Anthem, Inc., a health benefits provider, announced it had received approval to merge with WellPoint Health Networks Inc. It showed solid enrollment/membership and better pricing due to its strong market share, low costs and new products. Medical devices manufacturer Boston Scientific Corporation is focused on specific technologies such as drug eluting stents (a stent is a tube placed in an artery or vein to provide support and keep it open). It reported strong initial results for its TAXUS product, a cardiac stent. SECTOR DIVERSIFICATION SECTOR 9/30/03 3/31/04 SECTOR 9/30/03 3/31/04 - -------------------------------------------------------------------------------- Auto & Transportation 5.2% 4.2% Other 0.4% 0.8% - -------------------------------------------------------------------------------- Consumer Discretionary 24.1 23.7 Other Energy 4.8 3.5 - -------------------------------------------------------------------------------- Consumer Staples 1.6 2.6 Producer Durables 7.8 8.5 - -------------------------------------------------------------------------------- Financial Services 12.4 13.6 Technology 22.2 20.4 - -------------------------------------------------------------------------------- Healthcare 13.3 14.4 Utilities 0.7 1.1 - -------------------------------------------------------------------------------- Integrated Oils 0.0 0.0 Other assets less liabilities 4.5 4.1 - -------------------------------------------------------------------------------- Materials & Processing 3.0 3.1 TOTAL 100.0%100.0% - -------------------------------------------------------------------------------- As a percentage of total net assets as of 9/30/03 and 3/31/04, respectively. Financials stocks benefited from rising equity markets and a favorable interest rate environment and our security selection was fairly strong, which yielded positive results. Commercial finance company CIT Group Inc. reduced its commercial paper issuance, reached an agreement to sell its venture capital portfolio and accelerated a charge-off, all of which served to upgrade the health of its balance sheet. Online broker Ameritrade Holding Corporation reported an increase in trading volume, lower expenses due to acquisition synergies and generated a significant amount of excess cash. Capital One Financial Corporation, a new buy in the first half of the period, announced that credit trends were improving (leading to lower loss assumptions) and that assets were expected to rise. One other positive gainer of note was energy company Smith International, Inc. Smith produced solid results because it was able to push through some price increases to its customers. Its international operations continued to grow, and the company's management team has a strong history of creating value. We were hurt by some of our transportation stocks. Southwest Airlines Co., a former top holding, weakened early in the period on concerns about higher fuel costs and weak outlook for passenger traffic. Trucking firm Swift Transportation Co., Inc.'s share price dropped as the market tried to digest the potential impact of higher fuel costs, new federally mandated hours of service regulations and a review of driver logs. We elected to secure our gains in both stocks and closed out our positions in favor of other opportunities. 16 -------- SIXTEEN - --------------------------------------------------------ARTISAN MID CAP FUND---- FUND CHANGES At the end of the period, the portfolio was broadly exposed to the economy via established franchises. We felt the portfolio was well balanced, with a skew toward slightly larger companies when compared to our relevant benchmark indices. The sector allocations in the portfolio remained largely the same throughout the period. Our transactions occurred in a diverse group of industries. A number of the larger purchases we made during the six month period, not previously mentioned, included: The Bear Stearns Companies Inc., investment bank and broker; Iron Mountain Incorporated, business records management; Fisher Scientific International Inc., provider of products and services to the scientific research, clinical laboratory and industrial safety markets; EOG Resources, Inc., oil and gas driller; and Aetna Inc., healthcare benefits provider. Bear Stearns is a diverse franchise exposed to improving capital market fundamentals. Iron Mountain showed better profitability, grew its sales force and we were able to purchase shares at what we considered to be an attractive price. We bought Fisher Scientific because we thought management made the correct decision to focus more heavily on high margin proprietary products and its distribution network had created a significant competitive advantage. EOG historically has shown strong returns on its investments, driven by a tight control over costs and a history of successful reserve additions. Aetna's industry exhibited solid fundamentals and we liked the company's expense reductions, focused marketing efforts and attractive price relative to other providers. TOP 10 HOLDINGS COMPANY NAME % - -------------------------------------------------------------------------------- CIT Group Inc. 1.8% - -------------------------------------------------------------------------------- Ameritrade Holding Corporation 1.8 - -------------------------------------------------------------------------------- Avaya Inc. 1.7 - -------------------------------------------------------------------------------- Invitrogen Corporation 1.7 - -------------------------------------------------------------------------------- Anthem, Inc. 1.6 - -------------------------------------------------------------------------------- Danaher Corporation 1.5 - -------------------------------------------------------------------------------- Thermo Electron Corporation 1.5 - -------------------------------------------------------------------------------- Xilinx, Inc. 1.5 - -------------------------------------------------------------------------------- Univision Communications Inc. 1.5 - -------------------------------------------------------------------------------- KLA-Tencor Corporation 1.5 - -------------------------------------------------------------------------------- TOTAL 16.1% - -------------------------------------------------------------------------------- As a percentage of total net assets as of 3/31/04. Top 10 Holdings are determined by security, not issuer. Securities of the same issuer are not aggregated. Our new positions were funded in part by the sales of a variety of holdings. Southwest Airlines Co., Novellus Systems, Inc. and Seagate Technologies, Inc. happened to be three of the largest sales, but there were a number of additional sales of note. The list included: Omnicom Group Inc. (advertising and marketing), Rockwell Automation, Inc. (discrete industrial automation), Linear Technology Corporation (integrated circuits), Mattel Inc. (toys), XL Capital Limited (insurance), SEI Investments Company (investment management), The New York Times Company (newspaper publishing), The Williams Companies, Inc. (natural gas), Network Associates, Inc. (security technology) and AmeriSourceBergen Corporation (pharmaceuticals). 800.344.1770 o WWW.ARTISANFUNDS.COM 17 ---------- SEVENTEEN ARTISAN MID CAP VALUE FUND - ----HIGHLIGHTS------------------------------------------------------------------ o The six months ended March 31, 2004, marked the three-year anniversary of Artisan Mid Cap Value Fund. The Fund has outperformed both the Russell Midcap/R Value Index and its peer group, as measured by the Lipper Mid-Cap Value Funds Index, over that period. o Our security selection within the financial services sector contributed the most to our return during the six months ended March 31, 2004, while our stocks in the transportation sector were a source of negative performance compared to our benchmark. - ----INVESTMENT APPROACH--------------------------------------------------------- Our goal is to invest in companies that are priced below our estimate of the value of the business and that provide a controlled level of risk. It is important to complement stock price value with a company that is financially strong and possesses favorable economics. Our focus is on individual companies, rather than on economic or market trends. The Fund often finds investment opportunities in companies that are in the midst of a turnaround, are in transition, are experiencing declining earnings and/or have earnings short-falls. - ----PERFORMANCE REVIEW---------------------------------------------------------- Artisan Mid Cap Value Fund outperformed the Russell Midcap/R Value Index and its peer group during the semi-annual period ended March 31, 2004 and since the Fund's inception. However, the Fund underperformed for the one year ended March 31, 2004. FUND STATISTICS Net Assets............................ $132.0 Mil. Number of Holdings............................. 50 Median Market Cap....................... $3.2 Bil. Weighted Avg. Market Cap................ $5.3 Bil. Weighted Avg. Growth Rate (3-5 yr).......... 12.7% Weighted Harmonic Avg. P/E (2004E).......... 13.4X Source: Factset/Artisan Partners. All statistics are as of 3/31/04. GROWTH OF AN ASSUMED $10,000 INVESTMENT (3/28/01 to 3/31/04) [CHART APPEARS HERE] ARTISAN MID CAP VALUE FUND ($15,113) Russell Midcap/R Value Index ($14,149) Russell Midcap/R Index ($13,142) Lipper Mid-Cap Value Funds Index ($14,046) ARTISAN Russell Lipper MID CAP Midcap/R Russell Mid-Cap VALUE Value Midcap/R Value FUND Index Index Funds Index ------ ------- ------- ---------- 3/28/01 (inception) 10,000 10,000 10,000 10,000 10,070 10,150 10,098 10,093 6/01 11,180 10,865 11,061 11,146 9/01 9,150 9,610 9,085 9,777 12/01 10,693 10,766 10,647 11,206 3/02 11,328 11,616 11,099 11,904 6/02 10,915 11,074 10,040 10,870 9/02 9,331 9,086 8,269 8,972 12/02 10,279 9,728 8,924 9,563 3/03 10,088 9,333 8,713 9,159 6/03 11,742 11,003 10,304 10,916 9/03 12,327 11,657 10,967 11,590 12/03 14,065 13,431 12,499 13,301 3/04 15,113 14,149 13,142 14,046 AVERAGE ANNUAL TOTAL RETURNS (as of 3/31/04) - -------------------------------------------------------------------------------- SINCE FUND / INDEX 1-YEAR 3-YEAR INCEPTION - -------------------------------------------------------------------------------- Artisan Mid Cap Value Fund 49.81% 14.49% 14.71% - -------------------------------------------------------------------------------- Russell Midcap/R Value Index 51.60 11.71 12.23 - -------------------------------------------------------------------------------- Russell Midcap/R Index 50.83 9.18 9.51 - -------------------------------------------------------------------------------- Lipper Mid-Cap Value Funds Index 53.35 11.64 11.96 - -------------------------------------------------------------------------------- THE PERFORMANCE QUOTED REPRESENTS PAST PERFORMANCE, WHICH DOES NOT GUARANTEE FUTURE RESULTS. THE INVESTMENT RETURN AND PRINCIPAL VALUE OF AN INVESTMENT IN THE FUND WILL FLUCTUATE, SO THAT AN INVESTOR'S SHARES IN THE FUND, WHEN REDEEMED, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST. CURRENT PERFORMANCE MAY BE LOWER OR HIGHER THAN THE PERFORMANCE DATA QUOTED. THE FUND'S PERFORMANCE REFLECTS ARTISAN PARTNERS' UNDERTAKING TO LIMIT THE FUND'S EXPENSES, WHICH MAY BE TERMINATED AT ANY TIME, HAS BEEN IN EFFECT SINCE THE FUND'S INCEPTION, AND HAS HAD A MATERIAL IMPACT ON THE FUND'S PERFORMANCE, WHICH WOULD HAVE BEEN LOWER IN ITS ABSENCE. FOR MONTH-END PERFORMANCE INFORMATION, VISIT WWW.ARTISANFUNDS.COM OR CALL 800.344.1770. See page 70 for a description of each index. 18 - -------- EIGHTEEN - --------------------------------------------------ARTISAN MID CAP VALUE FUND---- INVESTING ENVIRONMENT AND PERFORMANCE DISCUSSION As investors, we are by our nature more disposed to looking at long-term trends than short-term activity when thinking about the stocks we own, and the same holds true when considering our performance. The semi-annual reporting period marked the three-year anniversary of the Fund. Since the Fund's inception, we are pleased to have accumulated annualized gains that were better than our peer group and benchmark as measured by the Lipper Mid-Cap Value Funds Index and the Russell Midcap/R Value Index. It is over these longer periods that we aim to provide you with strong results. During the last six months, the domestic market increased a fairly sizeable amount and generally the indices comprised of small-cap stocks experienced the largest gains. For the most part, economic data and earnings were fairly strong throughout the period and provided a tailwind for growth. Based on our own observations, the only governor on economic growth and stock prices seemed to be less-than-stellar expansion in employment. As a value conscious investor, finding new investment ideas was somewhat difficult due to the upward trajectory of stock prices. Within the Russell Midcap/R Value Index, every sector posted a double-digit return. The most favored sectors were producer durables, technology, materials and processing and consumer discretionary, while the laggards were transportation, utilities and consumer staples. The Fund outperformed the benchmark primarily due to our security selection. Our stocks in the financial services, energy and consumer related sectors were among our best relative performers. The transportation sector and our paper companies (part of the materials and processing sector) detracted from results. Also, we closed out the period not owning any technology stocks because of our general concern about pricing in the sector. Relative to the Russell Midcap/R Value Index, this hurt performance. In the financials sector we benefited the most from the strength of Countrywide Financial Corporation, The Student Loan Corporation and our insurance stocks. Mortgage lender Countrywide Financial (our top holding as of 03/31/04) was the Fund's largest positive contributor. It gained market share in loan origination and grew its loan servicing business, which translated to strong earnings growth. Management has been building its servicing portfolio to diversify its earnings stream in anticipation of a falloff in mortgage demand when interest rates rise. The company has also made an effort to expand its banking operation. The Student Loan Corporation reported a solid improvement in earnings primarily attributable to growth in its loan portfolio. In addition, although the cost of post-secondary education has risen, there have been a fairly limited number of competitors in the private loan market and the federal student loan limits have not been raised in more than a decade. A number of our insurers, such as Alleghany Corporation, Arch Capital Group Ltd. and White Mountains Insurance Group, Ltd. (WTM), also performed very well. WTM was the largest contributor. Its Folksamerica unit acquired a profitable book of reinsurance business from CNA Financial, and it announced that it was partnering with Warren Buffett's Berkshire Hathaway to purchase the life insurance and investment operations of Safeco Corp. The energy sector has been one of our largest sector weights compared to our benchmark for more than two years. During the period, higher average oil and gas prices provided support for earnings and we have been attracted to their strong cash flow characteristics compared to other sectors. XTO Energy Inc. and Apache Corporation, two of our top holdings, each outperformed the benchmark sector return. XTO's gains were driven by a successful acquisition and development strategy that led to strong production growth. Apache set a record high for production early in the period and had a solid inventory of international exploration opportunities. [PHOTO] JAMES C. KIEFFER Portfolio Co-Manager [PHOTO] SCOTT C. SATTERWHITE Portfolio Co-Manager 800.344.1770 o WWW.ARTISANFUNDS.COM 19 --------- NINETEEN - ----ARTISAN MID CAP VALUE FUND-------------------------------------------------- SECTOR DIVERSIFICATION SECTOR 9/30/03 3/31/04 SECTOR 9/30/03 3/31/04 - -------------------------------------------------------------------------------- Auto & Transportation 3.7% 3.6% Other 1.5% 1.3% - -------------------------------------------------------------------------------- Consumer Discretionary 14.6 17.9 Other Energy 14.1 15.3 - -------------------------------------------------------------------------------- Consumer Staples 10.2 5.6 Producer Durables 3.5 2.2 - -------------------------------------------------------------------------------- Financial Services 33.5 35.6 Technology 1.5 0.0 - -------------------------------------------------------------------------------- Healthcare 0.7 3.6 Utilities 4.8 4.6 - -------------------------------------------------------------------------------- Integrated Oils 0.0 0.0 Other assets less liabilities 5.7 5.6 - -------------------------------------------------------------------------------- Materials & Processing 6.2 4.7 TOTAL 100.0%100.0% - -------------------------------------------------------------------------------- As a percentage of total net assets as of 9/30/03 and 3/31/04, respectively. Apparel manufacturer Polo Ralph Lauren Corporation, jewelry retailer Zale Corporation and furniture manufacturer Furniture Brands International, Inc. paced a strong relative return for our consumer stocks. Polo was able to leverage trends in women's apparel with its new Lauren line and continued to improve its European operations. Zale management has executed well, improved product quality and done a better job marketing. In addition, the company's newly launched outlet stores (strip mall strategy) did better than expected and carried a lower rent structure. Furniture Brand's share price experienced some ups and downs over the course of the last year and during the semi-annual reporting period, but overall the performance trend was higher. The company started to see an increase in order rates at its middle and high price points. One stock in the area that performed poorly was supermarket company Safeway Inc. It was pressured by competition, a decision to cancel the sale of its Chicago area chain and a labor strike. Two of our stocks were acquired and both transactions proved profitable. We purchased shares of Concord EFS, Inc., a credit card transaction processor, early in the period because we were attracted to what we considered to be its historically strong return on capital, lack of debt, and history of repurchasing stock. We were aware at the time that it might merge with rival First Data Corporation, but the merger was challenged by the Department of Justice (DOJ). As it turned out, the companies struck a deal with the DOJ and the value of the stock rose before the transaction. Consumer products company Dial Corporation was purchased at a premium by German consumer products group, Henkel KGaA. Our transportation stocks were among the worst performers in the Fund. Trucking firm Swift Transportation Co., Inc. was hurt by new hours of service regulations, higher fuel costs and news of a regulatory review of driver log documentation. Tidewater, Inc., a workboat company that services the oil industry, performed well early, but ended up roughly flat by the end of the period after management's announcement regarding lower vessel utilization in its international operations. However, Tidewater has a fairly low debt level and the largest fleet of vessels supporting the offshore energy industry. Our paper stocks, MeadWestvaco Corporation and Domtar Inc., posted positive returns, but did not perform as well as other materials stocks. They both were hurt by the negative influence of imports. Additionally, Meadwestvaco was hurt by soft pricing and high energy costs and Domtar by a weakening U.S. dollar and news of a decline in shipments. Pentair, Inc., a diversified manufacturer, helped offset some of the negative contribution. Management at the company repositioned the company toward a singular focus on water and announced an acquisition of Wisconsin Energy Corp.' s water products unit. The company's announcement of the potential divestment of its less profitable tools business was another move in that direction. 20 - -------- TWENTY - --------------------------------------------------ARTISAN MID CAP VALUE FUND---- FUND CHANGES The strength of the economy and corporate earnings pushed stock prices markedly higher during the period. Although we worked hard to come up with new names to place in the portfolio, finding ideas that met our criteria for investment became progressively more difficult during the period. However, we did initiate positions in a number of quality companies, from a variety of sectors. We made two new purchases in the healthcare sector, which increased our allocation to the area. Universal Health Services, Inc., a healthcare management company, was purchased on the basis of improving hospital admissions and a stable pricing environment. We purchased Pharmaceutical Product Development, Inc., a contract research organization, because of its management team, historically solid profitability and strong balance sheet. Our consumer discretionary allocation also increased due to the addition of video retailer Blockbuster Inc. and auto parts retailer AutoZone, Inc. At Blockbuster, we were attracted to what we considered to be a highly discounted share price. Also, we thought that the negative growth sentiment surrounding the home video industry was overdone. We liked AutoZone's historically strong cash flow characteristics, profitability and management's diligence with capital. Elsewhere in the Fund we purchased BorgWarner Inc., a transmission and engine systems manufacturer, The Sherwin-Williams Company, a paints and coatings producer, and Equitable Resources, Inc., a natural gas utility. TOP 10 HOLDINGS COMPANY NAME % - -------------------------------------------------------------------------------- Countrywide Financial Corporation 5.6% - -------------------------------------------------------------------------------- Apache Corporation 5.0 - -------------------------------------------------------------------------------- The Student Loan Corporation 4.8 - -------------------------------------------------------------------------------- Alleghany Corporation 3.9 - -------------------------------------------------------------------------------- White Mountains Insurance Group Ltd. 3.7 - -------------------------------------------------------------------------------- Polo Ralph Lauren Corporation 3.6 - -------------------------------------------------------------------------------- EOG Resources, Inc. 3.1 - -------------------------------------------------------------------------------- Liz Claiborne Inc. 3.0 - -------------------------------------------------------------------------------- Furniture Brands International, Inc. 3.0 - -------------------------------------------------------------------------------- Nuveen Investments, Inc., Class A 2.8 - -------------------------------------------------------------------------------- TOTAL 38.5% - -------------------------------------------------------------------------------- As a percentage of total net assets as of 3/31/04. Top 10 Holdings are determined by security, not issuer. Securities of the same issuer are not aggregated. In addition to Dial's acquisition, we also closed out positions in three other stocks. Arrow Electronics, Inc. and Centex Corporation were sold after reaching our target price range. Notably, the sale of Arrow reduced our technology exposure to zero at the end of the period. We sold Weatherford International, Ltd. on what we considered to be weaker fundamentals. 800.344.1770 o WWW.ARTISANFUNDS.COM 21 ---------- TWENTY-ONE ARTISAN SMALL CAP FUND - ----HIGHLIGHTS------------------------------------------------------------------ o For the six months ended March 31, 2004 Artisan Small Cap Fund outperformed the Russell 2000/R Growth Index and performed roughly in line with the Russell 2000/R Index. o Our stocks in the healthcare sector were a major source of gains compared to both indices. o The energy and technology sectors were two areas of underperformance relative to both indices. - ----INVESTMENT APPROACH--------------------------------------------------------- We use a bottom-up investment process to identify well-managed small companies whose growth and profit potential are not yet fully recognized by investors. During the security selection process, our analysis is aimed at addressing four questions about a company: 1) Is the company growing earnings? 2) Does the company have a competitive advantage? 3) Is the company investing capital wisely? 4) Is the company's stock trading at a reasonable price? - ----PERFORMANCE REVIEW---------------------------------------------------------- The six months ended March 31, 2004 was a strong period for stocks of all sizes. Every sector in the Russell 2000/R Index posted meaningful returns. FUND STATISTICS Net Assets............................ $166.9 Mil. Number of Holdings............................. 81 Median Market Cap..................... $790.3 Mil. Weighted Avg. Market Cap.............. $890.6 Mil. Weighted Avg. Growth Rate (3-5 yr).......... 17.7% Weighted Harmonic Avg. P/E (2004E).......... 21.6X Median P/E (2004E).......................... 23.0X Source: Factset/Artisan Partners. All statistics are as of 3/31/04. GROWTH OF AN ASSUMED $10,000 INVESTMENT (3/28/95 to 3/31/04) [CHART APPEARS HERE] ARTISAN SMALL CAP FUND ($22,775) Russell 2000/R Growth Index ($17,351) Russell 2000/R Index ($25,633) Lipper Small-Cap Core Funds Index ($28,340) ARTISAN Russell Lipper SMALL 2000/R Russell Small-Cap CAP Growth 2000/R Core FUND Index Index Funds Index ------ ------- ------- ---------- 3/28/95 (inception) 10,000 10,000 10,000 10,000 10,050 9,963 10,022 10,005 11,520 10,951 10,962 10,707 12,650 12,197 12,044 11,874 12/95 13,283 12,377 12,305 12,193 14,059 13,088 12,933 13,036 14,785 13,853 13,580 13,903 14,160 13,735 13,626 13,989 12/96 14,858 13,771 14,335 14,475 14,150 12,326 13,594 13,683 16,459 14,490 15,797 16,003 18,627 16,942 18,149 18,686 12/97 18,226 15,554 17,541 17,693 19,566 17,401 19,305 19,618 18,883 16,402 18,405 18,712 13,976 12,735 14,697 14,595 12/98 15,771 15,745 17,094 17,049 13,891 15,480 16,167 15,610 15,672 17,763 18,681 17,992 15,530 16,889 17,500 17,224 12/99 18,795 22,529 20,728 20,489 21,211 24,621 22,196 22,602 20,759 22,806 21,357 22,241 19,685 21,900 21,594 22,866 12/00 18,531 17,476 20,102 21,909 17,744 14,819 18,794 20,243 20,774 17,483 21,479 23,353 16,571 12,574 17,014 19,268 12/01 20,795 15,864 20,602 23,471 20,481 15,553 21,422 24,308 17,886 13,112 19,633 22,199 13,575 10,290 15,431 17,919 12/02 14,833 11,063 16,382 18,957 14,427 10,634 15,646 17,978 17,865 13,202 19,311 21,674 18,811 14,584 21,064 23,257 21,288 16,433 24,123 26,711 3/04 22,775 17,351 25,633 28,340 AVERAGE ANNUAL TOTAL RETURNS (as of 3/31/04) - -------------------------------------------------------------------------------- SINCE FUND / INDEX 1-YEAR 5-YEAR INCEPTION - -------------------------------------------------------------------------------- Artisan Small Cap Fund 57.86% 10.39% 9.57% - -------------------------------------------------------------------------------- Russell 2000/R Growth Index 63.16 2.31 6.31 - -------------------------------------------------------------------------------- Russell 2000/R Index 63.83 9.66 11.01 - -------------------------------------------------------------------------------- Lipper Small-Cap Core Funds Index 57.64 12.67 12.26 - -------------------------------------------------------------------------------- THE PERFORMANCE QUOTED REPRESENTS PAST PERFORMANCE, WHICH DOES NOT GUARANTEE FUTURE RESULTS. THE INVESTMENT RETURN AND PRINCIPAL VALUE OF AN INVESTMENT IN THE FUND WILL FLUCTUATE, SO THAT AN INVESTOR'S SHARES IN THE FUND, WHEN REDEEMED, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST. CURRENT PERFORMANCE MAY BE LOWER OR HIGHER THAN THE PERFORMANCE DATA QUOTED. FOR MONTH- END PERFORMANCE INFORMATION, VISIT WWW.ARTISANFUNDS.COM OR CALL 800.344.1770. See page 70 for a description of each index. 22 - ---------- TWENTY-TWO - ------------------------------------------------------ARTISAN SMALL CAP FUND---- INVESTING ENVIRONMENT AND PERFORMANCE DISCUSSION The six months ended March 31, 2004 was a strong period for U.S. stocks of all sizes. Small-cap stocks were the leading performers and value stocks outpaced growth. Economic data was fairly strong across the board. Manufacturing reports indicated that corporations were beginning to participate in and contribute to the economic rebound, interest rates remained at very low levels, inflation was relatively tame and corporate earnings were solid. Merger and acquisition activity appeared to be on the rise. However, late in the period renewed concerns about terrorism resurfaced and the employment data released seemed to indicate that the economic recovery was not as robust as expected. This shook consumer confidence somewhat and caused the performance of small stocks to tail off in February and March. Virtually every sector in the Russell 2000/R and Russell 2000/R Growth indices posted double-digit returns. Energy stocks were among the leading gainers as rising demand drove oil and gas prices higher. The materials sector was also one of the better performers due to generally higher commodity prices. The consumer areas benefited from strong consumer spending, the potential for increased tax rebate checks and low interest rates. The weakest performers relative to the averages were the technology, utilities and transportation sectors. In the Fund, our stock selection in the healthcare, consumer discretionary and financial services sectors was the main driver behind strong results in those areas. Although our energy and technology stocks contributed positively to performance, we underperformed our benchmarks in both sectors. The healthcare sector was our strongest contributor relative to our benchmarks. One factor early in the period that helped drive returns was the signing of a Medicare prescription drug benefit bill. Although we could not estimate the long-term impact of the bill, it had a positive share price impact on specialty pharmaceutical distributor Priority Healthcare Corporation and on Lifepoint Hospitals, Inc., a rural provider. We continued to hold Lifepoint, but sold Priority into the share price gains after it reached our price target. One of the best performers in the area was animal healthcare company VCA Antech, Inc. Its management team did a solid job growing the animal hospital and laboratory segments. Historically, we have generally avoided what we consider to be early- stage biotechnology stocks in favor of "tools" providers (equipment, service and supplies) such as drug development services provider Inveresk Research Group, Inc. and research tools provider Charles River Laboratories International, Inc. and that decision paid off during the period. Inveresk made a number of acquisitions that have contributed to its growth. It historically has been one of the most profitable companies in its industry and has had a very diverse client base. Charles River also made a number of strategic acquisitions that expanded its range of services and positioned it to potentially benefit from growth in the pre-clinical development of new drugs. Universal Technical Institute, Inc. (UTI) and The First Marblehead Corporation (FMD), both new purchases, were our two leading gainers in the consumer discretionary sector. UTI is a post secondary education provider, and FMD is a private student loan company. During the period, gains in UTI were driven by student population growth, which has increased sales, and controlled compensations costs, which have helped improve profitability. FMD rose after it signed up Chase Manhattan Bank, the second largest federal student lender, as a customer. Chase announced plans to offer FMD's private student loans directly to consumers as an alternative to Sallie Mae's products, which it currently offers. Two additional strong performers were risk consultant Kroll Inc. and gaming machine manufacturer Alliance Gaming Corporation. Kroll has a history of profitable acquisitions, a recognizable brand name and a balanced sales mix. Alliance benefited from an increase in cashless slot machine sales. Moreover, the company has been profitable and pricing has been good. [PHOTO] CARLENE M. ZIEGLER Portfolio Co-Manager [PHOTO] MARINA T. CARLSON Portfolio Co-Manager 800.344.1770 o WWW.ARTISANFUNDS.COM 23 ------------ TWENTY-THREE - ----ARTISAN SMALL CAP FUND------------------------------------------------------ SECTOR DIVERSIFICATION SECTOR 9/30/03 3/31/04 SECTOR 9/30/03 3/31/04 - -------------------------------------------------------------------------------- Auto & Transportation 3.3% 5.4% Other 0.0% 0.0% - -------------------------------------------------------------------------------- Consumer Discretionary 18.1 23.3 Other Energy 5.5 4.5 - -------------------------------------------------------------------------------- Consumer Staples 1.6 0.0 Producer Durables 7.6 9.3 - -------------------------------------------------------------------------------- Financial Services 11.8 8.1 Technology 22.0 24.0 - -------------------------------------------------------------------------------- Healthcare 15.7 15.4 Utilities 2.1 2.2 - -------------------------------------------------------------------------------- Integrated Oils 0.8 0.0 Other assets less liabilities 6.7 2.7 - -------------------------------------------------------------------------------- Materials & Processing 4.8 5.1 TOTAL 100.0%100.0% - -------------------------------------------------------------------------------- As a percentage of total net assets as of 9/30/03 and 3/31/04, respectively. In the financial sector, our banking stocks did very well. Two of the better performers were Texas Capital Bancshares, Inc., primarily a commercial lender focused on the middle market, and commercial real estate company Greater Bay Bancorp, which is concentrated in the San Francisco bay area. Texas Capital positioned itself to develop relationships with local businesses and gain market share from larger national lenders. Recent earnings reflected this strategy and were considerably improved. Greater Bay exhibited good expense control and stable overall credit quality in its loan portfolio. We sold our position in the stock subsequent to its appreciation. Two standout performers not found in the healthcare, consumer discretionary or financial sectors were railroad company Genesee & Wyoming, Inc. and construction and industrial materials distributor Hughes Supply, Inc. Genesee announced that it was purchasing three short-line railroads that it expected would immediately add to earnings and its Australian earnings were above expectations due to strong China demand. We sold Genesee after it reached our estimate of intrinsic value. Hughes benefited from strong economic data related to industrial production and specifically solid construction spending data. Our energy stocks, which primarily were equipment and service companies, were among the worst relative performers. They were pressured by flat equipment and services demand from oil companies. In the technology sector we had a number of standout performers, but their gains were partially offset by disappointment in other stocks. Aeroflex Incorporated (microelectronic components manufacturer) and Extreme Networks, Inc. (network infrastructure equipment provider) were up over 50% and 40%, respectively. We sold Extreme into the gains and continue to hold Aeroflex. Planar Systems, Inc. (electronic displays) fell due to concerns about falling market share in its medical business and we eventually sold our position due to its reduced growth outlook. Storage networking provider Dot Hill Systems Corp., a new purchase during the period, was under pressure due to an additional share issuance and sales concerns at its largest customer. 24 - ------------ TWENTY-FOUR - ------------------------------------------------------ARTISAN SMALL CAP FUND---- FUND CHANGES During the reporting period we had a number of transactions. We sold a number of names that were, in our opinion, at the high end of their intrinsic value range, or where better options presented themselves, and bought stocks that moved into an attractive range on weakness. In addition, we took advantage of the price swings by trading in some of our core positions on the basis of their intrinsic values. The consumer discretionary sector increased the most as a percentage of the portfolio while the financial services sector decreased the greatest amount. The additions in the consumer discretionary sector were from a variety of industries. We already mentioned First Marblehead and Universal Technical Institute. Other stocks purchased included: The Gymboree Corporation, children's clothing retailer; Too, Inc., a "tween" girls clothing retailer and former holding; FindWhat.com, internet advertiser; and School Specialty, Inc., education supplies provider. A portion of the purchases were funded from the proceeds received after selling Shuffle Master, Inc., Stage Stores, Inc., Linens 'n Things, Inc. and Men's Wearhouse, Inc., which reached our price targets. Lin TV Corporation was sold when we believed that its growth prospects had diminished. Within the financial services sector, in addition to Greater Bay Bancorp, we sold Selective Insurance Group, Inc., ProAssurance Corporation, PrivateBancorp, Inc. and Jefferies Group, Inc. after each had reached our estimate of intrinsic value. Two new buys in financials were First National Bankshares of Florida, Inc., which was spun off from F.N.B. Corporation, and HealthExtras, Inc., a pharmacy benefit manager. TOP 10 HOLDINGS COMPANY NAME % - -------------------------------------------------------------------------------- Kroll Inc. 2.0% - -------------------------------------------------------------------------------- Axcelis Technologies, Inc. 1.8 - -------------------------------------------------------------------------------- DSP Group, Inc. 1.8 - -------------------------------------------------------------------------------- AMERIGROUP Corporation 1.7 - -------------------------------------------------------------------------------- Spartech Corporation 1.7 - -------------------------------------------------------------------------------- Avocent Corporation 1.7 - -------------------------------------------------------------------------------- Anteon International Corporation 1.6 - -------------------------------------------------------------------------------- Pacer International, Inc. 1.6 - -------------------------------------------------------------------------------- FactSet Research Systems Inc. 1.6 - -------------------------------------------------------------------------------- Macrovision Corporation 1.6 - -------------------------------------------------------------------------------- TOTAL 17.1% - -------------------------------------------------------------------------------- As a percentage of total net assets as of 3/31/04. Top 10 Holdings are determined by security, not issuer. Securities of the same issuer are not aggregated. There were a number of notable transactions in other sectors. We initiated positions in non-union trucker Overnite Corporation, Medicaid managed care provider AMERIGROUP Corporation, battery and light manufacturer Rayovac Corporation, stationary air compressor manufacturer Gardner Denver, Inc., transportation services company Forward Air Corporation and Packeteer, Inc. Packeteer offers software and products to monitor network bandwidth to ensure that low-priority applications do not bog down mission-critical applications. Mid Atlantic Medical Services, Inc., a managed healthcare provider, rose after receiving a premium takeout offer of stock and cash from UnitedHealth Group Incorporated. We closed out our position in the stock subsequent to the news because UnitedHealth does not meet our market cap criteria. We also sold Techne Corporation, Zoll Medical Corporation, Actuant Corporation and Cimarex Energy Company after they reached our target price. ESCO Technologies, Inc. was sold when we became uncomfortable that it could meet our expectations for future growth. Lattice Semiconductor Corporation was sold due to disappointing earnings growth. 800.344.1770 o WWW.ARTISANFUNDS.COM 25 ------------ TWENTY-FIVE ARTISAN SMALL CAP VALUE FUND - ----HIGHLIGHTS------------------------------------------------------------------ o Small value stocks led small growth stocks in both quarters of the six month period ended March 31, 2004. Nevertheless, both styles posted strong gains. o The strongest contributor to performance was the energy sector as oil and gas prices provided support for strong earnings growth in the area. o Our stocks in the transportation sector underperformed both indices. - ----INVESTMENT APPROACH--------------------------------------------------------- Our goal is to invest in companies that are priced below our estimate of the value of the business and that provide a controlled level of risk. It is important to complement stock price value with a company that is financially strong and possesses favorable economics. Our focus is on individual companies, rather than on economic or market trends. The Fund often finds investment opportunities in companies that are in the midst of a turnaround, are undiscovered or unsponsored, have hidden assets, and/or are in the process of a major change. - ----PERFORMANCE REVIEW---------------------------------------------------------- For the six months ended March 31, 2004 Artisan Small Cap Value Fund outperformed the Russell 2000/R Index and trailed the Russell 2000/R Value Index. Since inception, the Fund has outperformed both indices and its peers, as measured by the Lipper Small-Cap Value Funds Index. FUND STATISTICS Net Assets.............................. $1.1 Bil. Number of Holdings............................. 95 Median Market Cap..................... $769.3 Mil. Weighted Avg. Market Cap.............. $980.0 Mil. Median P/B Value............................. 1.9X Median P/E Ratio (2004E).................... 17.0X Source: Factset/Artisan Partners. All statistics are as of 3/31/04. GROWTH OF AN ASSUMED $10,000 INVESTMENT (9/29/97 to 3/31/04) [CHART APPEARS HERE] ARTISAN SMALL CAP VALUE FUND ($21,717) Russell 2000/R Value Index ($18,241) Russell 2000/R Index ($14,206) Lipper Small-Cap Value Funds Index ($17,742) ARTISAN Russell Lipper SMALL CAP 2000/R Russell Small-Cap VALUE Value 2000/R Value FUND Index Index Funds Index ------ ------- ------- ---------- 9/29/97 (inception) 10,000 10,000 10,000 10,000 9,990 10,051 10,058 10,041 10,310 10,220 9,722 9,881 11,220 11,073 10,700 10,769 11,370 10,673 10,201 10,295 9,079 8,765 8,146 8,277 12/98 9,717 9,560 9,474 9,218 9,270 8,634 8,960 8,247 11,258 10,063 10,354 9,755 10,790 9,276 9,699 9,015 12/99 11,215 9,418 11,488 9,339 11,391 9,778 12,302 9,730 11,733 9,969 11,837 9,858 12,517 10,700 11,968 10,535 12/00 13,550 11,568 11,141 10,904 13,794 11,680 10,416 11,175 15,114 13,040 11,904 12,595 13,330 11,301 9,430 10,781 12/01 15,589 13,190 11,418 12,781 17,052 14,454 11,873 13,801 16,573 14,147 10,881 13,238 13,856 11,135 8,553 10,745 12/02 14,896 11,683 9,079 11,349 14,306 11,090 8,671 10,695 16,887 13,610 10,703 13,135 17,555 14,661 11,674 14,337 20,936 17,061 13,369 16,744 3/04 21,717 18,241 14,206 17,742 AVERAGE ANNUAL TOTAL RETURNS (as of 3/31/04) - -------------------------------------------------------------------------------- SINCE FUND / INDEX 1-YEAR 5-YEAR INCEPTION - -------------------------------------------------------------------------------- Artisan Small Cap Value Fund 51.81% 18.56% 12.67% - -------------------------------------------------------------------------------- Russell 2000/R Value Index 64.49 16.14 9.69 - -------------------------------------------------------------------------------- Russell 2000/R Index 63.83 9.66 5.55 - -------------------------------------------------------------------------------- Lipper Small-Cap Value Funds Index 65.89 16.56 9.22 - -------------------------------------------------------------------------------- THE PERFORMANCE QUOTED REPRESENTS PAST PERFORMANCE, WHICH DOES NOT GUARANTEE FUTURE RESULTS. THE INVESTMENT RETURN AND PRINCIPAL VALUE OF AN INVESTMENT IN THE FUND WILL FLUCTUATE, SO THAT AN INVESTOR'S SHARES IN THE FUND, WHEN REDEEMED, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST. CURRENT PERFORMANCE MAY BE LOWER OR HIGHER THAN THE PERFORMANCE DATA QUOTED. FOR MONTH- END PERFORMANCE INFORMATION, VISIT WWW.ARTISANFUNDS.COM OR CALL 800.344.1770. See page 70 for a description of each index. 26 - ---------- TWENTY-SIX - ------------------------------------------------ARTISAN SMALL CAP VALUE FUND---- INVESTING ENVIRONMENT AND PERFORMANCE DISCUSSION The period ended March 31, 2004 was a particularly strong period for small stocks and value stocks, although domestic stocks of all sizes and styles performed very well. As a small-cap value investor, the rise in prices during the period made finding new investment ideas harder and the risk/reward ratio of the average stock less appealing. The increase in stock prices has been supported by favorable economic data and accommodative interest rates, but the nature of our investment style requires us to be somewhat skeptical. We remain committed to our process and our goal of achieving strong returns over the long term. The Russell 2000/R Value Index did not seem to pause much during the period and was among the best performing domestic indices. Two of the leading performers were energy and materials stocks as commodity prices strengthened amid strong demand from areas such as China. The consumer staples, technology and utilities sectors were a few of the laggards. The Fund benefited from its overweight allocation to energy stocks as the average price for oil and gas moved higher during the period and helped produce strong earnings growth. Our financial services stocks were another area of strength. Interest rates remained at low levels throughout the period, laying a strong foundation for this interest rate sensitive sector. Most of the technology stocks we looked at did not meet our criteria for investment and our underweight exposure to the sector compared to the benchmark contributed positively to our performance. Although the consumer discretionary, transportation and materials sectors recorded positive gains for the Fund, they did not keep pace with the benchmark, which hurt relative results. We have liked energy stocks for some time, which resulted in a large position relative to the Russell 2000/R Value Index. To the benefit of the Fund, oil and gas prices supported strong earnings growth for these stocks. However, it was not just the strength in commodity prices that attracted us to stocks in the area. As a group, these stocks traded at prices we considered attractive compared to other sectors and produced what we considered to be strong amounts of cash flow. Our largest gainer in the sector was Veritas DGC Inc., an oil services company with a focus on seismic data. Its stock price more than doubled during the period. A number of items drove the share price strength, including a report that highlighted solid sales from its library of seismic data and the announcement of a new CEO. Stone Energy Corporation, one of our top holdings, also contributed meaningfully to performance. It did a good job managing costs and its operational outlook showed improvement after a number of successes in the Gulf of Mexico. The prices of two of our other energy stocks, Core Laboratories N.V. and Atwood Oceanics Inc., were up 51% and 48%, respectively. One negative in an otherwise strong period for our energy stocks was Forest Oil Corporation. Its share price fell late in the period causing it to underperform the sector after cutting its estimates of proved reserves more than the market expected. One final note was the announcement of the potential acquisition by Plains Exploration & Production Company of Nuevo Energy Company, which were both holdings throughout the period. Both stocks benefited from the news because the acquisition potentially could create meaningful cost savings, a larger asset base and stronger cash flows, providing support for a healthier balance sheet and the potential for further expansion and growth. Title insurer Stewart Information Services Corporation was the leading contributor to our performance in the financial services sector. Its key revenue drivers, including rising home prices, home sales, and refinancing transactions, all remained strong, providing support for increasing revenues. Strong earnings also allowed Stewart to recommence its dividend. Late in the period, refinancing activity slowed and the shares weakened. We used the softness to add to our position. Two additional holdings that performed well were insurance broker Hilb, Rogal & Hobbs Company (formerly known as Hilb, Rogal and Hamilton Company) and venture capital investment company Capital Southwest Corporation. We built our position [PHOTO] SCOTT C. SATTERWHITE Portfolio Co-Manager [PHOTO] JAMES C. KIEFFER Portfolio Co-Manager 800.344.1770 o WWW.ARTISANFUNDS.COM 27 ------------ TWENTY-SEVEN - ----ARTISAN SMALL CAP VALUE FUND------------------------------------------------ in Hilb (it is now a top five holding) early in the period when its stock weakened due to concerns about insurance pricing. Subsequent to the increase in our position, Hilb announced that its transition to a new sales model had been effective, the integration plan for the company was being implemented and that it had a full pipeline of acquisition opportunities. Capital Southwest's management team led by William Thomas has had a good long-term record of growing the company's net asset value. SECTOR DIVERSIFICATION SECTOR 9/30/03 3/31/04 SECTOR 9/30/03 3/31/04 - -------------------------------------------------------------------------------- Auto & Transportation 8.2% 7.4% Other 0.0% 0.0% - -------------------------------------------------------------------------------- Consumer Discretionary 23.0 25.5 Other Energy 17.8 20.5 - -------------------------------------------------------------------------------- Consumer Staples 0.9 0.4 Producer Durables 4.9 5.1 - -------------------------------------------------------------------------------- Financial Services 12.9 15.1 Technology 1.5 1.5 - -------------------------------------------------------------------------------- Healthcare 1.3 1.0 Utilities 4.2 4.6 - -------------------------------------------------------------------------------- Integrated Oils 1.0 1.2 Other assets less liabilities 8.1 5.8 - -------------------------------------------------------------------------------- Materials & Processing 16.2 11.9 TOTAL 100.0%100.0% - -------------------------------------------------------------------------------- As a percentage of total net assets as of 9/30/03 and 3/31/04, respectively. The technology sector, which was among the leading gainers for most of 2003, did not perform as well as many of the other sectors during the period. Our lack of exposure to the sector, which hurt performance in 2003, was a positive contributor to relative returns during the period. We did not own many stocks in the sector because, in general, we thought the stocks we looked into were being overvalued. In fact, our only holdings at the end of the period were CommScope, Inc., a coaxial cable manufacturer and BearingPoint, Inc., a technology consulting firm. We sold webMethods, Inc. and Arrow Electronics, Inc. after each had reached our estimate of full value. The performance of our consumer discretionary holdings, while strong, was not on par with that of the benchmark sector return. As a result, this sector hurt our relative performance. Apparel manufacturer Kellwood Company, our largest holding, was one of the laggards. Although we believed there were many characteristics that made the company an attractive top holding, including a shift towards more profitable businesses, a streamlining of operations, a potential acquisition and strong earnings, a planned debt financing that would impact its interest expense and somewhat slower sales prevented a stronger advance in the stock's price. Discount footwear retailer Payless ShoeSource, Inc., also a larger holding, trailed other retailers due to a heavy promotional environment that weighed on profits. A number of our service organizations such as Coinstar, Inc., FTI Consulting, Inc. and Medical Staffing Network Holdings, Inc. also hurt results. Jewelry retailer Zale Corporation was a holding in the sector that outperformed. Zale management has executed well, improved product quality and done a better job marketing. In addition, the company's newly launched outlet stores (strip mall strategy) did better than expected and carried a lower rent structure. Building materials company Eagle Materials Inc. (formerly Centex Construction Products, Inc.) benefited from strong housing demand and posted a solid return. During the period, it was spun-off from Centex Corporation and the spin-off was accompanied by a 500% increase to the company's dividend. However, our investment in construction services company EMCOR Group, Inc. offset that success. EMCOR fell due to project issues at its U.K. operations. Management noted that it was considering various alternatives at its U.K. unit to reduce further earnings pressure. 28 - ------------ TWENTY-EIGHT - ------------------------------------------------ARTISAN SMALL CAP VALUE FUND---- FUND CHANGES Our investment process seeks to find stocks that are attractive based on our criteria of undemanding valuation, strong financial condition and good economics. Consequently, the strength of the stock market during the period made it more difficult to find new investment ideas that met our valuation criteria. As a result, our largest positions were basically the same throughout the period. Our sector exposures did change to some degree. The consumer discretionary sector increased as a percentage of the portfolio primarily due to the purchases of home video entertainment companies Hollywood Entertainment Corporation and Movie Gallery, Inc. We thought that the negative growth sentiment surrounding the home video industry was overdone. Two additional purchases in the sector were coin counting and processing company Coinstar and restructuring and bankruptcy consultant FTI Consulting. While coin counting is on the surface a very uninteresting business, we thought Coinstar's proprietary technology, management team, and growth strategy made it an interesting opportunity. FTI became attractive after a selloff in the latter part of 2003. We sold retailers Neiman Marcus Group, Inc. and OfficeMax, Inc. when they reached our price target range. Conversely, our allocation to the materials sector decreased. We sold Armor Holdings, Inc., Duquesne Light, Kaydon Corporation, Schnitzer Steel Industries, Inc. and Great Lakes Chemical Corporation after they reached our target price ranges. Wellman, Inc., a polyester products manufacturer, experienced some downward pressure on profitability and, although management conducted a debt refinancing and continued its cost reduction program, we felt it was going to be a long process and closed out our position. One new purchase in the area was tunnel and pipeline repair company Insituform Technologies, Inc. TOP 10 HOLDINGS COMPANY NAME % - -------------------------------------------------------------------------------- Kellwood Company 3.7% - -------------------------------------------------------------------------------- Stewart Information Services Corporation 3.2 - -------------------------------------------------------------------------------- Hilb, Rogal & Hobbs Company (formerly known as Hilb, Rogal and Hamilton Company) 3.2 - -------------------------------------------------------------------------------- Zale Corporation 3.1 - -------------------------------------------------------------------------------- Stone Energy Corporation 3.0 - -------------------------------------------------------------------------------- Forest Oil Corporation 2.4 - -------------------------------------------------------------------------------- Payless ShoeSource, Inc. 2.1 - -------------------------------------------------------------------------------- Simpson Manufacturing Co., Inc. 2.0 - -------------------------------------------------------------------------------- PNM Resources, Inc. 1.8 - -------------------------------------------------------------------------------- ADVO, Inc. 1.8 - -------------------------------------------------------------------------------- TOTAL 26.3% - -------------------------------------------------------------------------------- As a percentage of total net assets as of 3/31/04. Top 10 Holdings are determined by security, not issuer. Securities of the same issuer are not aggregated. Other purchases included: Post Properties, Inc., real estate investment trust; National Processing, Inc., transaction processing; General Cable Corporation, copper, aluminum and fiber optic wire and cable products manufacturer; and Remington Oil and Gas Corporation, an independent oil and gas producer. These purchases were partially funded by the sales of Polaris Industries, Inc., Sensient Technologies Corporation, Cousins Properties, Inc. and Chateau Communities, Inc. 800.344.1770 o WWW.ARTISANFUNDS.COM 29 ------------ TWENTY-NINE ------ ARTIX ------ ARTISAN INTERNATIONAL FUND (ARTIX) SCHEDULE OF INVESTMENTS - March 31, 2004 (Unaudited) SHARES HELD VALUE ========== ========== COMMON AND PREFERRED STOCKS - 98.9% AUSTRALIA - 0.8% Commonwealth Bank of Australia 3,138,890 $79,736,906 BELGIUM - 1.4% Interbrew 5,186,822 142,756,452 BRAZIL - 1.7% Banco Bradesco S.A. (ADR) 9,750 469,463 Banco Bradesco S.A., Preferred 529,339 25,315,032 Banco Itau Holding Financeira S.A., Preferred 178,301,400 16,587,889 Petroleo Brasileiro S.A. (ADR) 1,262,800 42,303,800 Telesp Celular Participacoes S.A., Preferred (ADR)(1) 10,109,200 92,296,996 -------------- 176,973,180 CANADA - 2.8% CanWest Global Communications Corporation(1) 4,004,998 35,643,458 Corus Entertainment, Inc., Class B 3,015,450 63,777,521 EnCana Corporation 4,275,200 184,987,282 -------------- 284,408,261 CZECH REPUBLIC - 0.8% Cesky Telecom, a.s. 6,122,504 77,932,363 DENMARK - 1.1% A P Moller - Maersk A/S 3,300 23,538,736 H. Lundbeck A/S 603,250 11,604,026 Novo Nordisk A/S, Class B 1,651,950 76,645,854 -------------- 111,788,616 FINLAND - 0.5% Nokia OYJ 2,627,800 53,880,133 FRANCE - 3.7% Credit Argricole S.A. 1,717,890 44,873,980 JC Decaux S.A.(1) 8,233,500 184,101,572 M6 Metropole Television 1,294,100 38,814,855 Rhodia S.A. 6,353,129 19,758,251 Sodexho Alliance S.A. 782,731 23,833,008 Total S.A. 349,000 64,093,846 -------------- 375,475,512 GERMANY - 12.9% Allianz AG 2,895,622 315,402,340 DaimlerChrysler AG 671,180 28,035,137 Deutsche Boerse AG 2,279,689 129,382,574 Deutsche Telekom AG(1) 9,949,990 178,817,626 Henkel KGaA, Preferred 2,482,043 205,366,310 Hypo Real Estate Holding AG(1) 709,117 19,900,506 KDG Investors, L.P. (1)(2)(3) - - Linde AG 2,752,583 145,799,900 Muenchener Rueckversicherungs-Gesellschaft AG 2,428,108 269,732,073 ProSiebenSat.1 Media AG, Preferred 987,495 19,543,444 -------------- 1,311,979,910 GREECE - 0.1% Hellenic Telecommunications Organization S.A. 650,800 9,151,955 SHARES HELD VALUE ========== ========== HONG KONG - 1.9% China Mobile (Hong Kong) Limited 10,194,500 $ 30,154,276 Citic Pacific Limited 18,818,400 53,127,260 CNOOC Limited(1) 157,960,600 67,398,847 Hong Kong & China Gas Company Limited 24,395,700 41,636,764 -------------- 192,317,147 ISRAEL - 0.1% Check Point Software Technologies Ltd.(1)(4) 444,200 10,114,434 ITALY - 0.9% Eni S.p.A. 521,900 10,495,688 Saipem S.p.A. 8,778,608 87,407,960 -------------- 97,903,648 JAPAN - 17.8% AEON Co., Ltd. 221,100 9,528,617 All Nippon Airways Co., Ltd. 6,286,000 21,599,923 The Bank of Yokohoma, Ltd.(1) 15,405,500 90,494,467 Credit Saison Co., Ltd. 1,778,300 53,424,956 East Japan Railway Co. 19,046 99,996,756 The Fuji Fire and Marine Insurance Co., Ltd. 804,900 2,271,350 Fuji Television Network, Inc. 6,018 16,924,452 Fuji Television Network, Inc. - Bonus shares 5,013 13,953,736 Honda Motor Co., Ltd. 5,460,800 251,589,384 Japan Airlines System Corp. 19,202,000 65,244,594 Japan Tobacco, Inc. 5,499 40,166,425 KEYENCE Corp. 156,350 38,057,647 KOMATSU Ltd. 3,417,300 21,648,203 Nikko Cordial Corp. 34,800,200 230,475,961 Nippon Broadcasting System, Inc. 162,380 8,182,512 Nomura Holdings, Inc. 6,892,000 125,357,201 ORIX Corp. 97,700 10,793,560 Promise Co., Ltd. 2,117,000 145,285,310 SMC Corp. 329,100 39,200,758 Sumitomo Mitsui Financial Group, Inc. 12,023 88,858,377 The Sumitomo Trust and Banking Co., Ltd. 12,263,300 81,570,926 Tokyo Broadcasting System, Inc. 2,082,100 41,767,903 TOKYU Corp. 13,938,400 87,227,881 UFJ Holdings, Inc. 13,753 87,387,685 Vodafone Holdings K.K. 37,637 92,480,415 Yamato Transport Co., Ltd. 3,022,700 50,714,398 -------------- 1,814,203,397 LUXEMBOURG - 0.5% RTL Group 849,486 54,143,371 MEXICO - 2.5% Grupo Televisa S.A. (ADR) 3,431,900 162,466,146 Wal-Mart de Mexico S.A. de C.V., Series V 29,419,200 89,506,373 -------------- 251,972,519 NETHERLANDS - 4.9% ASML Holding N.V.(1) 8,790,646 161,116,026 ASML Holding N.V., NY Shares(1)(4) 971,600 17,809,428 Fortis 12,173,376 259,029,013 Koninklijke Ahold NV(1) 7,145,606 58,499,695 -------------- 496,454,162 30 - ------ THIRTY ------ ARTIX ------ - -----------------------------------------------------SCHEDULE OF INVESTMENTS---- SHARES HELD VALUE ========== ========== NORWAY - 0.9% Telenor ASA 12,702,300 $88,148,688 REPUBLIC OF KOREA - 1.6% Samsung Electronics Co., Ltd. 285,560 142,474,875 Samsung Electronics Co., Ltd., Preferred 68,390 20,073,475 -------------- 162,548,350 RUSSIA - 1.3% LUKOIL (ADR) 848,600 105,862,850 Mobile Telesystems (ADR) 214,000 28,141,000 -------------- 134,003,850 SINGAPORE - 1.6% DBS Group Holdings Ltd. 9,746,734 83,832,857 Singapore Telecommunications Ltd. 60,011,500 83,518,573 -------------- 167,351,430 SPAIN - 5.4% Altadis, S.A. 2,272,281 68,852,430 Industria de Diseno Textil, S.A. 2,363,345 54,616,678 Promotora de Informaciones, S.A. 8,307,954 147,673,539 Repsol YPF, S.A. 6,801,212 140,956,202 Telefonica, S.A. 9,293,480 140,629,596 -------------- 552,728,445 SWEDEN - 2.4% Telefonaktiebolaget LM Ericsson(1) 55,338,100 153,228,178 Telefonaktiebolaget LM Ericsson (ADR)(1) 3,220,400 89,366,100 -------------- 242,594,278 SWITZERLAND - 12.1% CIBA Specialty Chemicals AG(1) 187,256 12,774,339 Clariant AG(5) 8,590,222 121,337,521 Credit Suisse Group 5,601,731 194,054,836 Julius Baer Holding, Ltd., Class B 252,224 72,845,914 Nestle S.A., Class B 1,041,511 265,463,052 Roche Holding AG 1,291,000 126,069,245 Serono S.A. 151,578 93,536,395 Swiss Re 878,633 60,528,436 UBS AG 3,911,760 290,468,823 -------------- 1,237,078,561 TAIWAN - 0.9% Chunghwa Telecom Co., Ltd., (ADR) 4,999,300 88,537,603 THAILAND - 0.0%(6) Advanced Info Service PLC 2,337,100 4,972,553 UNITED KINGDOM - 18.3% Allied Domecq PLC 4,099,509 34,084,296 BP PLC 5,719,400 47,999,823 British Sky Broadcasting Group PLC 15,910,256 198,678,716 Cadbury Schweppes PLC 2,945,723 23,258,062 Compass Group PLC 37,118,509 244,908,584 Diageo PLC 8,541,251 111,453,072 Imperial Chemical Industries PLC(5) 48,099,946 199,846,558 ITV PLC 116,930,280 286,759,974 Kesa Electricals PLC 12,283,370 60,812,679 Kingfisher PLC 38,770,516 205,859,884 Marks & Spencer Group PLC 42,364,124 217,143,961 Tesco PLC 50,982,868 230,590,873 -------------- 1,861,396,482 -------------- TOTAL COMMON AND PREFERRED STOCKS (Cost $8,285,997,410) 10,080,552,206 PAR AMOUNT VALUE ========== ========== SHORT-TERM INVESTMENTS (CASH EQUIVALENTS) - 1.1% Repurchase agreement with State Street Bank and Trust Company, 0.75%, dated 3/31/04, due 4/1/04, maturity value $109,529,282, collateralized by $9,719,702 market value Federal National Mortgage Association Note, 1.875%, due 12/15/04, $51,002,800 market value Federal National Mortgage Association Note, 2.625%, due 11/15/06, $51,004,493 market value Federal National Mortgage Association Note, 2.000%, due 4/8/05 (Cost $109,527,000) $109,527,000 $109,527,000 --------------- TOTAL INVESTMENTS - 100.0% (Cost $8,395,524,410) 10,190,079,206 OTHER ASSETS LESS LIABILITIES - (0.0%)(6) (1,052,720) --------------- TOTAL NET ASSETS - 100.0%(7) $10,189,026,486 =============== (1) Non-income producing security. (2) Valued at a fair value in accordance with procedures established by the Board of Directors of Artisan Funds. (3) Private investment partnership which is restricted as to resale. Total investment cost of $10 million, made through capital contributions on 3/6/00, 7/10/00, and 5/15/01. Value at March 31, 2004 represents 0.0% of total net assets. (4) Principally traded in the United States. (5) Affiliated company as defined by the Investment Company Act of 1940. See Note 7 to the financial statements. (6) Represents less than 0.1% of total net assets. (7) Percentages for the various classifications relate to total net assets. (ADR) American Depository Receipt PORTFOLIO DIVERSIFICATION - MARCH 31, 2004 VALUE PERCENTAGE =========== ========== Consumer Discretionary $ 2,469,848,629 24.2% Consumer Staples 1,213,852,292 11.9 Energy 751,506,298 7.4 Financials 2,778,080,433 27.3 Healthcare 307,855,519 3.0 Industrials 417,353,761 4.1 Information Technology 686,120,297 6.7 Materials 499,516,569 4.9 Telecommunication Services 914,781,644 9.0 Utilities 41,636,764 0.4 ---------------- -------- TOTAL COMMON AND PREFERRED STOCKS 10,080,552,206 98.9 Total short-term investments 109,527,000 1.1 ---------------- -------- TOTAL INVESTMENTS 10,190,079,206 100.0 OTHER ASSETS LESS LIABILITIES (1,052,720) (0.0)* ---------------- -------- TOTAL NET ASSETS $10,189,026,486 100.0% ================ ======== *Represents less than 0.1% of total net assets The accompanying notes are an integral part of the financial statements. 31 ---------- THIRTY-ONE ------ ARTJX ------ - ----ARTISAN INTERNATIONAL SMALL CAP FUND (ARTJX)-------------------------------- SCHEDULE OF INVESTMENTS - March 31, 2004 (Unaudited) SHARES HELD VALUE ========== ========== COMMON AND PREFERRED STOCKS - 99.1% AUSTRALIA - 3.2% APN News & Media Limited 1,369,188 $3,989,932 John Fairfax Holdings Limited 3,992,129 10,141,165 RG Capital Radio Limited 1,987,800 4,473,359 --------------- 18,604,456 AUSTRIA - 1.9% Telekom Austria AG 657,876 9,461,723 Wienerberger AG 44,800 1,486,901 --------------- 10,948,624 BELGIUM - 1.7% Colruyt N.V. 86,910 9,657,806 BRAZIL - 1.6% Telesp Celular Participacoes S.A., Preferred (ADR)(1) 1,001,200 9,140,956 CANADA - 3.9% CanWest Global Communications Corporation(1) 560,700 4,990,087 Corus Entertainment, Inc., Class B 406,600 8,599,692 Precision Drilling Corporation(1) 202,000 9,451,284 --------------- 23,041,063 CHINA - 0.3% Beijing Capital International Airport Company Limited 5,490,600 1,972,831 COLOMBIA - 0.5% Bancolombia S.A., Preferred (ADR) 400,600 3,028,536 DENMARK - 1.4% Bryggerigruppen A/S 121,830 8,106,712 FINLAND - 0.4% Elisa Oyj, Class A(1) 136,200 2,293,707 FRANCE - 7.0% Camaieu 89,802 8,682,105 Clarins S.A. 206,965 12,873,236 Eramet SLN 84,828 4,744,505 JC Decaux S.A.(1) 359,958 8,048,683 Remy Cointreau S.A. 212,603 6,873,302 --------------- 41,221,831 GERMANY - 4.6% AMB Generali Holding AG 31,200 2,370,191 Grenkeleasing AG 4,873 167,784 Hypo Real Estate Holding AG(1) 513,510 14,411,033 Stada Arzneimittel AG 191,657 9,746,541 --------------- 26,695,549 GREECE - 0.8% Chipita International S.A. 342,050 1,320,260 Coca-Cola Hellenic Bottling Company S.A. 137,720 3,511,123 --------------- 4,831,383 SHARES HELD VALUE ========== ========== HONG KONG - 3.2% China Resources Power Holdings Company Limited(1) 11,152,400 $6,475,883 Hong Kong Exchanges & Clearing Limited 3,760,000 8,033,673 Panva Gas Holdings Limited(1) 8,552,700 4,362,671 --------------- 18,872,227 INDIA - 1.2% Biocon, Ltd.(1)(2) 60,000 435,986 Satyam Infoway Limited (ADR)(1) 974,556 6,860,874 --------------- 7,296,860 ITALY - 2.3% Gruppo Editoriale L'Espresso S.p.A. 2,319,900 13,659,823 JAPAN - 7.9% Creed Corporation 2,505 10,939,915 Komeri Company, Ltd. 458,100 12,861,184 The Seiyu, Ltd.(1) 1,887,000 7,480,261 Toho Company, Ltd. 510,800 8,383,817 Yakult Honsha Company, Ltd. 426,800 6,787,998 --------------- 46,453,175 MALAYSIA - 1.3% AMMB Holdings Berhad 7,073,740 7,520,503 MEXICO - 0.8% Controladora Comercial Mexicana S.A. de C.V., UBC 3,850,700 4,943,199 NETHERLANDS - 3.4% Euronext N.V. 304,800 9,085,880 N.V. Holdingmaatschappij De Telegraaf 475,959 10,706,831 --------------- 19,792,711 NORWAY - 2.8% Opera Software ASA(1) 159,000 220,215 Smedvig ASA, Class B 713,400 5,460,331 TGS Nopec Geophysical Company ASA(1) 602,100 10,818,875 --------------- 16,499,421 PANAMA - 4.6% Banco Latinoamericano de Exportaciones, S.A., E Shares(3)(4) 1,489,914 27,116,435 PORTUGAL - 2.0% Impresa - Sociedade Gestora de Participacoes, S.A.(1) 1,094,784 5,383,054 Sonae, S.G.P.S., S.A. 5,616,500 6,420,798 --------------- 11,803,852 REPUBLIC OF KOREA - 3.5% Fine Tec Corporation(3) 1,073,500 4,887,845 Gwangju Shinsegae Company, Ltd. 21,080 660,100 Hanil Cement Company, Ltd. 95,205 5,057,338 Kangwon Land, Inc. 468,756 6,153,585 Korea Information Service, Inc. 80,890 2,042,623 Shinsegae Food System Company, Ltd. 48,155 1,965,767 --------------- 20,767,258 RUSSIA - 4.7% AO VimpelCom (ADR)(1) 188,600 19,612,514 Wimm-Bill-Dann Foods OJSC (ADR)(1) 399,400 7,768,330 --------------- 27,380,844 32 - ---------- THIRTY-TWO ------ ARTJX ------ - -----------------------------------------------------SCHEDULE OF INVESTMENTS---- SHARES HELD VALUE ========== ========== SINGAPORE - 2.9% Fraser & Neave Limited 1,966,320 $17,147,457 SPAIN - 0.9% Recoletos Grupo de Comunicacion, S.A. 677,541 5,305,366 SWEDEN - 3.0% Elekta AB, B shares(1) 385,124 7,245,311 JM AB 271,300 4,528,855 Nobia AB 290,000 2,900,768 Oriflame Cosmetics S.A. (SDR)(1) 102,300 2,880,068 --------------- 17,555,002 SWITZERLAND - 16.4% Baloise Holding Limited 214,100 8,971,166 Bank Sarasin & Cie AG, B shares 4,418 6,972,578 Bobst Group AG 183,429 6,079,320 Clariant AG(3) 300,600 4,245,997 Kuoni Reisen Holding AG, B shares 8,200 2,992,701 Schindler Holding AG, Participation Certificates 32,961 9,597,640 SEZ Holding AG(1) 65,950 2,310,657 SEZ Holding AG, Rights(1)(2) 65,950 - SIG Holding AG 108,784 15,859,415 Straumann AG 98,315 16,990,322 Sulzer AG 61,652 15,324,822 Synthes-Stratec, Inc. 6,750 6,919,116 --------------- 96,263,734 THAILAND - 3.5% Bangkok Bank Public Company Limited(1) 1,816,500 4,374,041 Land and Houses Public Company Limited - Foreign Shares 10,281,800 3,301,075 Land and Houses Public Company Limited - Local Shares 21,163,400 6,255,458 National Finance Public Company Limited 17,395,700 6,781,863 --------------- 20,712,437 UNITED KINGDOM - 7.4% Capital Radio PLC 442,200 3,955,299 GWR Group PLC 1,056,987 5,344,803 Intertek Group PLC 1,062,200 10,146,073 John Wood Group PLC 3,237,382 7,745,717 MFI Furniture Group PLC 2,675,418 7,238,245 SMG PLC 4,088,475 8,879,074 --------------- 43,309,211 --------------- TOTAL COMMON AND PREFERRED STOCKS (Cost $451,037,112) 581,942,969 PAR AMOUNT VALUE ========== ========== SHORT-TERM INVESTMENTS (CASH EQUIVALENTS) - 0.8% Repurchase agreement with State Street Bank and Trust Company, 0.75%, dated 3/31/04, due 4/1/04, maturity value $4,387,091, collateralized by $4,479,768 market value Federal National Mortgage Association Note, 2.625%, due 11/15/06 (Cost $4,387,000) $4,387,000 $4,387,000 --------------- TOTAL INVESTMENTS - 99.9% (Cost $455,424,112) 586,329,969 OTHER ASSETS LESS LIABILITIES - 0.1% 631,936 --------------- TOTAL NET ASSETS - 100.0%(5) $586,961,905 =============== (1) Non-income producing security. (2) Valued at a fair value in accordance with procedures established by the Board of Directors of Artisan Funds. (3) Affiliated company as defined by the Investment Company Act of 1940. See Note 7 to the financial statements. (4) Principally traded in the United States. (5) Percentages for the various classifications relate to total net assets. (ADR) American Depository Receipt (SDR) Swedish Depository Receipt PORTF0LIO DIVERSIFICATION - MARCH 31, 2004 VALUE PERCENTAGE =========== ========== Consumer Discretionary $154,856,704 26.4% Consumer Staples 92,793,118 15.8 Energy 33,476,207 5.7 Financials 109,773,598 18.7 Healthcare 41,337,276 7.0 Industrials 52,129,143 8.9 Information Technology 14,279,591 2.4 Materials 29,907,255 5.1 Telecommunication Services 42,551,523 7.3 Utilities 10,838,554 1.8 -------------- --------- TOTAL COMMON AND PREFERRED STOCKS 581,942,969 99.1 Total short-term investments 4,387,000 0.8 -------------- --------- TOTAL INVESTMENTS 586,329,969 99.9 OTHER ASSETS LESS LIABILITIES 631,936 0.1 -------------- --------- TOTAL NET ASSETS $586,961,905 100.0% ============== ========= The accompanying notes are an integral part of the financial statements. 33 ------------- THIRTY-THREE ------ ARTKX ------ ARTISAN INTERNATIONAL VALUE FUND (ARTKX) SCHEDULE OF INVESTMENTS - March 31, 2004 (Unaudited) SHARES HELD VALUE ========== ========== COMMON AND PREFERRED STOCKS - 91.5% AUSTRALIA - 2.4% Rinker Group, Ltd. 341,000 $1,807,916 Rinker Group, Ltd. (ADR) 15,000 796,950 --------------- 2,604,866 BERMUDA - 0.9% Arch Capital Group, Ltd.(1)(2) 23,900 1,004,517 DENMARK - 0.2% Jyske Bank A/S(1) 2,980 158,437 FRANCE - 3.5% Aventis S.A. 22,395 1,721,943 Vivendi Universal S.A.(1) 78,260 2,075,058 --------------- 3,797,001 GERMANY - 5.0% Henkel KGaA 47,250 3,601,090 Pfeiffer Vacuum Technology AG 17,920 647,848 Schering AG 24,260 1,148,430 --------------- 5,397,368 HONG KONG - 4.7% Asia Satellite Telecommunications Holdings, Ltd. 634,500 1,139,913 Guoco Group, Ltd. 502,000 3,977,890 --------------- 5,117,803 ITALY - 6.2% Caltagirone Editore S.p.A. 165,559 1,261,783 Cementir S.p.A. Cementerie del Tirreno 1,806,137 5,483,880 --------------- 6,745,663 JAPAN - 10.2% Ichiyoshi Securities Co., Ltd. 375,000 2,627,538 Meitec Corporation 98,600 3,719,326 NIPPONKOA Insurance Company, Ltd. 192,000 1,286,327 Olympus Corporation 158,000 3,397,034 --------------- 11,030,225 MEXICO - 0.9% Grupo Aeroportuario del Sureste S.A. de C.V. (ADR) 47,890 998,506 NETHERLANDS - 13.5% Euronext N.V. 210,934 6,287,799 Hunter Douglas N.V. 50,605 2,551,077 Royal Numico N.V.(1) 47,900 1,413,146 Wolters Kluwer N.V. 257,700 4,406,379 --------------- 14,658,401 SHARES HELD VALUE ========== ========== NEW ZEALAND - 5.2% Telecom Corporation of New Zealand, Ltd. 943,201 $3,645,295 Tower, Ltd.(1) 1,936,824 1,984,098 --------------- 5,629,393 NORWAY - 0.6% Statoil ASA 54,195 661,714 REPUBLIC OF KOREA - 4.6% Lotte Chilsung Beverage Co., Ltd. 3,030 1,715,269 Lotte Chilsung Beverage Co., Ltd., Preferred 580 111,553 Lotte Confectionary Co., Ltd. 4,125 1,799,032 Samchully Co., Ltd. 25,150 1,320,625 --------------- 4,946,479 SWITZERLAND - 12.3% Givaudan S.A. 10,791 5,509,392 Gurit-Heberlein AG 1,049 786,388 Pargesa Holding AG 855 2,374,906 PubliGroupe S.A.(1) 2,027 659,005 Schindler Holding AG 2,659 846,642 Tamedia AG 13,562 1,123,701 Zehnder Group AG 2,232 2,025,488 --------------- 13,325,522 UNITED KINGDOM - 21.3% Brit Insurance Holdings PLC(1) 1,715,785 2,636,779 Cable & Wireless PLC (ADR)(1) 51,100 363,832 Carpetright PLC 55,860 1,033,216 Diageo PLC 378,926 4,944,530 MFI Furniture Group PLC 1,513,000 4,093,366 Rotork PLC 188,900 1,338,496 Signet Group PLC 1,504,350 3,045,551 Unilever PLC (ADR) 140,425 5,659,127 --------------- 23,114,897 --------------- TOTAL COMMON AND PREFERRED STOCKS (Cost $87,100,664) 99,190,792 34 - ----------- THIRTY-FOUR ------ ARTKX ------ - -----------------------------------------------------SCHEDULE OF INVESTMENTS---- SHARES HELD VALUE ========== ========== SHORT-TERM INVESTMENTS (CASH EQUIVALENTS) - 7.8% Repurchase agreement with State Street Bank & Trust Company, 0.75%, dated 3/31/04, due 4/1/04, maturity value $8,445,176, collateralized by $8,616,514 market value Federal National Mortgage Association Note, 2.625%, due 11/15/06 (Cost $8,445,000) $8,445,000 $8,445,000 --------------- TOTAL INVESTMENTS - 99.3% (COST $95,545,664) 107,635,792 OTHER ASSETS LESS LIABILITIES - 0.7% 803,317 --------------- TOTAL NET ASSETS - 100.0%(3) $108,439,109 =============== (1) Non-income producing security. (2) Principally traded in the United States. (3) Percentages for the various classifications relate to total net assets. (ADR) American Depository Receipt PORTFOLIO DIVERSIFICATION - MARCH 31, 2004 VALUE PERCENTAGE =========== ========== Consumer Discretionary $ 20,249,137 18.7% Consumer Staples 24,753,137 22.8 Energy 661,714 0.6 Financials 22,338,291 20.6 Healthcare 6,267,407 5.8 Industrials 9,576,307 8.8 Information Technology - 0.0 Materials 8,875,134 8.2 Telecommunication Services 5,149,040 4.8 Utilities 1,320,625 1.2 -------------- --------- TOTAL COMMON AND PREFERRED STOCKS 99,190,792 91.5 Total short-term investments 8,445,000 7.8 -------------- --------- TOTAL INVESTMENTS 107,635,792 99.3 OTHER ASSETS LESS LIABILITIES 803,317 0.7 -------------- --------- TOTAL NET ASSETS $108,439,109 100.0% ============== ========= The accompanying notes are an integral part of the financial statements. 35 ------------ THIRTY-FIVE ------ ARTMX ------ ARTISAN MID CAP FUND (ARTMX) SCHEDULE OF INVESTMENTS - March 31, 2004 (Unaudited) SHARES HELD VALUE ========== ========== COMMON STOCKS - 95.9% AUTO & TRANSPORTATION - 4.2% AIR TRANSPORT - 2.5% Expeditors International of Washington, Inc. 1,228,800 $ 48,525,312 FedEx Corporation 472,900 35,543,164 JetBlue Airways Corporation(1) 1,327,400 33,569,946 --------------- 117,638,422 AUTO PARTS: ORIGINAL EQUIPMENT - 0.3% Dana Corporation 763,400 15,161,124 AUTO TRUCKS & PARTS - 1.4% PACCAR Inc. 1,142,900 64,276,696 CONSUMER DISCRETIONARY - 23.7% ADVERTISING AGENCIES - 1.0% Lamar Advertising Company(1) 1,190,500 47,881,910 CABLE TELEVISION SERVICES - 0.7% Echostar Communications Corporation(1) 1,032,300 33,807,825 CASINOS & GAMBLING - 0.9% International Game Technology 974,600 43,818,016 CONSUMER ELECTRONICS - 2.7% DoubleClick Inc.(1) 1,443,600 16,240,500 Electronic Arts Inc.(1) 731,800 39,487,928 VeriSign, Inc.(1) 1,184,100 19,644,219 Yahoo! Inc.(1) 1,111,200 53,993,208 --------------- 129,365,855 COSMETICS - 0.9% The Estee Lauder Companies Inc. 984,800 43,666,032 HOTEL/MOTEL - 0.8% Starwood Hotels & Resorts Worldwide, Inc. 935,100 37,871,550 RADIO & TV BROADCASTERS - 2.1% Univision Communications Inc.(1) 2,147,200 70,879,072 XM Satellite Radio Holdings Inc.(1) 1,007,600 28,212,800 --------------- 99,091,872 RESTAURANTS - 1.6% Starbucks Corporation(1) 944,300 35,647,325 Wendy's International, Inc. 977,300 39,766,337 --------------- 75,413,662 SHARES HELD VALUE ========== ========== CONSUMER DISCRETIONARY (CONTINUED) RETAIL - 6.9% American Eagle Outfitters, Inc.(1) 1,488,600 $ 40,132,656 CarMax, Inc.(1) 1,520,600 44,401,520 Costco Wholesale Corporation(1) 1,127,500 42,348,900 Dollar Tree Stores, Inc.(1) 1,423,300 43,965,737 Fisher Scientific International Inc.(1) 857,200 47,180,288 Kohl's Corporation(1) 965,200 46,648,116 Linens 'n Things, Inc.(1) 466,300 16,511,683 Staples, Inc. 1,753,700 44,526,443 --------------- 325,715,343 SERVICES: COMMERCIAL - 5.3% Accenture Ltd - Class A(1) 2,438,300 60,469,840 Getty Images, Inc.(1) 627,500 33,872,450 InterActiveCorp(1) 1,498,600 47,340,774 Iron Mountain Incorporated(1) 1,309,400 58,438,522 Robert Half International Inc.(1) 2,157,387 50,957,481 --------------- 251,079,067 TEXTILES: APPAREL MANUFACTURERS - 0.8% Jones Apparel Group, Inc. 1,081,100 39,081,765 CONSUMER STAPLES - 2.6% BEVERAGE: BREWERS (WINERIES) - 0.7% Constellation Brands, Inc.(1) 963,500 30,928,350 BEVERAGE: SOFT DRINKS - 1.0% The Pepsi Bottling Group, Inc. 1,506,700 44,824,325 DRUG & GROCERY STORE CHAINS - 0.9% Whole Foods Market, Inc. 541,100 40,555,445 FINANCIAL SERVICES - 13.6% BANKS: OUTSIDE NEW YORK CITY - 0.7% CapitalSource Inc.(1) 1,512,500 33,955,625 DIVERSIFIED FINANCIAL SERVICES - 1.8% CIT Group Inc. 2,275,600 86,586,580 FINANCE COMPANIES - 1.2% Capital One Financial Corporation 772,000 58,231,960 FINANCIAL DATA PROCESSING SERVICES & SYSTEMS - 2.1% Fair Isaac Corporation 971,450 35,049,916 Paychex, Inc. 1,798,300 64,019,480 --------------- 99,069,396 FINANCIAL MISCELLANEOUS - 2.1% MGIC Investment Corporation 1,034,600 66,452,358 Willis Group Holdings Limited 901,600 33,539,520 --------------- 99,991,878 36 - ---------- THIRTY-SIX ------ ARTMX ------ - -----------------------------------------------------SCHEDULE OF INVESTMENTS---- SHARES HELD VALUE ========== ========== FINANCIAL SERVICES (CONTINUED) INSURANCE: PROPERTY-CASUALTY - 0.5% Platinum Underwriters Holdings, Ltd. 715,800 $22,941,390 INVESTMENT MANAGEMENT COMPANIES - 1.0% T. Rowe Price Group, Inc. 903,600 48,640,788 SAVINGS & LOANS - 1.1% Golden West Financial Corporation 476,500 53,344,175 SECURITIES BROKERAGE & SERVICES - 3.1% Ameritrade Holding Corporation(1) 5,532,300 85,197,420 The Bear Stearns Companies Inc. 686,000 60,148,480 --------------- 145,345,900 HEALTHCARE - 14.4% BIOTECHNOLOGY RESEARCH & PRODUCTION - 3.5% Biogen Idec Inc.(1) 538,000 29,912,800 Invitrogen Corporation(1) 1,099,100 78,794,479 Millennium Pharmaceuticals, Inc.(1) 3,335,900 56,376,710 --------------- 165,083,989 DRUGS & PHARMACEUTICALS - 3.8% Allergan, Inc. 423,100 35,608,096 Andrx Corporation(1) 925,400 25,170,880 IVAX Corporation(1) 1,520,500 34,621,785 MedImmune, Inc.(1) 1,024,700 23,650,076 Mylan Laboratories Inc. 2,704,900 61,482,377 --------------- 180,533,214 ELECTRONICS: MEDICAL SYSTEMS - 0.6% Varian Medical Systems, Inc.(1) 353,300 30,493,323 HEALTH CARE MANAGEMENT SERVICES - 2.9% Aetna Inc. 526,000 47,192,720 Caremark Rx, Inc.(1) 1,726,900 57,419,425 Cerner Corporation(1) 678,900 30,679,491 --------------- 135,291,636 HEALTH CARE SERVICES - 1.6% Anthem, Inc.(1) 815,800 73,944,112 MEDICAL & DENTAL INSTRUMENTS & SUPPLIES - 2.0% Boston Scientific Corporation(1) 1,092,500 46,300,150 Zimmer Holdings, Inc.(1) 643,900 47,506,942 --------------- 93,807,092 MATERIALS & PROCESSING - 3.1% CHEMICALS - 0.8% Ecolab Inc. 1,277,400 36,444,222 CONTAINERS & PACKAGING: PAPER & PLASTIC - 1.0% Smurfit-Stone Container Corporation(1) 2,724,500 47,923,955 COPPER - 0.5% Freeport-McMoRan Copper & Gold Inc. 627,800 24,540,702 METAL FABRICATING - 0.8% Precision Castparts Corp. 812,400 35,769,972 SHARES HELD VALUE ========== ========== OTHER - 0.8% MULTI-SECTOR COMPANIES - 0.8% Eaton Corporation 650,000 $36,523,500 OTHER ENERGY - 3.5% MACHINERY: OIL WELL EQUIPMENT & SERVICES - 2.4% Smith International, Inc.(1) 1,173,500 62,793,985 Weatherford International Ltd.(1) 1,247,200 52,419,816 --------------- 115,213,801 OIL: CRUDE PRODUCERS - 1.1% EOG Resources, Inc. 1,085,100 49,795,239 PRODUCER DURABLES - 8.5% DIVERSIFIED PRODUCTION - 1.5% Danaher Corporation 771,200 72,006,944 ELECTRICAL EQUIPMENT & COMPONENTS - 1.3% Molex Incorporated 1,969,600 59,856,144 ELECTRONICS: INSTRUMENTS GAUGES & METERS - 1.5% Thermo Electron Corporation(1) 2,545,800 71,995,224 HOMEBUILDING - 0.9% Centex Corporation 771,900 41,728,914 OFFICE FURNITURE & BUSINESS EQUIPMENT - 1.8% Diebold, Incorporated 970,900 46,719,708 Xerox Corporation(1) 2,627,800 38,287,046 --------------- 85,006,754 PRODUCTION TECHNOLOGY EQUIPMENT - 1.5% KLA-Tencor Corporation(1) 1,403,800 70,681,330 TECHNOLOGY - 20.4% COMMUNICATIONS TECHNOLOGY - 7.5% Advanced Fibre Communications, Inc.(1) 1,513,000 33,331,390 Avaya Inc.(1) 5,118,500 81,281,780 Avocent Corporation(1) 1,236,100 45,476,119 Corning Incorporated(1) 4,261,900 47,648,042 Juniper Networks, Inc.(1) 1,235,000 32,122,350 Nortel Networks Corporation(1) 4,303,700 25,563,978 Symbol Technologies, Inc. 3,571,200 49,282,560 TIBCO Software Inc.(1) 4,883,900 39,901,463 --------------- 354,607,682 COMPUTER SERVICES SOFTWARE & SYSTEMS - 4.5% Adobe Systems Incorporated 1,195,400 47,134,622 BEA Systems, Inc.(1) 2,026,800 25,861,968 Cognos Incorporated(1) 1,413,400 43,900,204 Macromedia, Inc.(1) 1,845,400 37,037,178 Novell, Inc.(1) 2,934,100 33,390,058 VERITAS Software Corporation(1) 878,400 23,637,744 --------------- 210,961,774 COMPUTER TECHNOLOGY - 1.8% Apple Computer, Inc.(1) 1,244,500 33,663,725 NVIDIA Corporation(1) 1,070,700 28,362,843 SanDisk Corporation(1) 817,400 23,189,638 --------------- 85,216,206 37 ------------ THIRTY-SEVEN ------ ARTMX ------ - ----SCHEDULE OF INVESTMENTS----------------------------------------------------- SHARES HELD VALUE ========== ========== TECHNOLOGY (CONTINUED) ELECTRONICS - 2.2% Avid Technology, Inc.(1) 849,100 $39,168,983 Vishay Intertechnology, Inc.(1) 3,109,700 66,360,998 --------------- 105,529,981 ELECTRONICS: SEMI-CONDUCTORS/COMPONENTS - 4.4% Agere Systems Inc., Class A(1) 12,582,800 40,390,788 Agere Systems Inc., Class B(1) 6,341,100 19,784,232 Broadcom Corporation(1) 613,200 24,019,044 Jabil Circuit, Inc.(1) 1,776,100 52,270,623 Xilinx, Inc.(1) 1,887,700 71,732,600 --------------- 208,197,287 UTILITIES - 1.1% UTILITIES: TELECOMMUNICATIONS - 1.1% Western Wireless Corporation(1) 2,297,400 53,690,238 --------------- TOTAL COMMON STOCKS (Cost $3,766,968,596) 4,533,128,186 PAR AMOUNT VALUE ========== ========== SHORT-TERM INVESTMENTS (CASH EQUIVALENTS) - 4.0% Repurchase agreement with State Street Bank and Trust Company, 0.75%, dated 3/31/04, due 4/1/04, maturity value $187,105,898, collateralized by $37,846,119 market value Federal National Mortgage Association Note, 2.010%, due 7/21/05, $51,003,175 market value Federal National Mortgage Association Note, 1.875%, due 12/15/04 $51,004,651 market value Federal National Mortgage Association Note, 5.500%, due 2/15/06, and $51,001,516 market value Federal National Mortgage Association Note, 2.875%, due 10/15/05 (Cost $187,102,000) $187,102,000 $187,102,000 --------------- TOTAL INVESTMENTS - 99.9% (Cost $3,954,070,596) 4,720,230,186 OTHER ASSETS LESS LIABILITIES - 0.1% 6,074,168 --------------- TOTAL NET ASSETS - 100.0%(2) $4,726,304,354 =============== (1) Non-income producing security. (2) Percentages for the various classifications relate to total net assets. The accompanying notes are an integral part of the financial statements. 38 - ------------ THIRTY-EIGHT ------ ARTQX ------ ARTISAN MID CAP VALUE FUND (ARTQX) SCHEDULE OF INVESTMENTS - March 31, 2004 (Unaudited) SHARES HELD VALUE ========== ========== COMMON STOCKS - 94.4% AUTO & TRANSPORTATION - 3.6% AUTO PARTS: ORIGINAL EQUIPMENT - 1.1% BorgWarner Inc. 17,000 $1,442,110 TRANSPORTATION MISCELLANEOUS - 1.4% Tidewater, Inc. 64,800 1,822,824 TRUCKERS - 1.1% Swift Transportation Co., Inc.(1) 82,300 1,413,091 CONSUMER DISCRETIONARY - 17.9% HOUSEHOLD FURNISHINGS - 3.0% Furniture Brands International, Inc. 122,200 3,934,840 RETAIL - 6.0% AutoZone, Inc.(1) 23,100 1,985,907 Blockbuster Inc. 69,500 1,216,250 Michaels Stores, Inc. 27,000 1,312,740 Zale Corporation(1) 55,900 3,440,645 --------------- 7,955,542 SERVICES: COMMERCIAL - 2.3% Republic Services, Inc. 111,700 3,023,719 TEXTILES: APPAREL MANUFACTURERS - 6.6% Liz Claiborne Inc. 108,400 3,977,196 Polo Ralph Lauren Corporation 139,500 4,782,060 --------------- 8,759,256 CONSUMER STAPLES - 5.6% DRUG & GROCERY STORE CHAINS - 1.2% Safeway Inc.(1) 77,200 1,588,776 FOODS - 2.8% Hormel Foods Corporation 18,300 536,739 Tyson Foods, Inc., Class A 173,600 3,133,480 --------------- 3,670,219 TOBACCO - 1.6% Loews Corporation - Carolina Group 78,000 2,133,300 SHARES HELD VALUE ========== ========== FINANCIAL SERVICES - 35.6% BANKS: OUTSIDE NEW YORK CITY - 1.2% TCF Financial Corporation 30,100 $1,537,207 FINANCE: SMALL LOAN - 4.8% The Student Loan Corporation 41,200 6,386,412 FINANCIAL DATA PROCESSING SERVICES & SYSTEMS - 1.8% Deluxe Corporation 59,700 2,393,970 INSURANCE: MULTI-LINE - 8.4% Alleghany Corporation(1) 20,808 5,145,818 Loews Corporation 40,900 2,415,554 Old Republic International Corporation 144,950 3,559,972 --------------- 11,121,344 INSURANCE: PROPERTY-CASUALTY - 7.1% Arch Capital Group Ltd.(1) 43,600 1,832,508 Everest Re Group, Ltd. 10,600 905,664 PartnerRe Ltd. 30,100 1,699,145 White Mountains Insurance Group, Ltd. 9,400 4,930,300 --------------- 9,367,617 REAL ESTATE INVESTMENT TRUSTS (REIT) - 0.4% Catellus Development Corporation 21,285 553,623 SAVINGS & LOANS - 3.5% Golden West Financial Corporation 16,900 1,891,955 Washington Federal, Inc. 106,360 2,715,371 --------------- 4,607,326 SECURITIES BROKERAGE & SERVICES - 8.4% Countrywide Financial Corporation 77,000 7,384,300 Nuveen Investments, Inc., Class A 132,300 3,685,878 --------------- 11,070,178 HEALTHCARE - 3.6% DRUGS & PHARMACEUTICALS - 1.0% Mylan Laboratories Inc. 57,300 1,302,429 HEALTH CARE FACILITIES - 1.5% Pharmaceutical Product Development, Inc.(1) 65,700 1,957,203 HEALTH CARE MANAGEMENT SERVICES - 1.1% Universal Health Services, Inc. 32,400 1,492,668 39 ----------- THIRTY-NINE ------ ARTQX ------ - ----SCHEDULE OF INVESTMENTS----------------------------------------------------- SHARES HELD VALUE ========== ========== MATERIALS & PROCESSING - 4.7% PAINTS & COATINGS - 1.6% The Sherwin-Williams Company 56,800 $2,182,824 PAPER - 2.0% Domtar Inc. 165,800 1,991,258 MeadWestvaco Corporation 22,719 642,721 --------------- 2,633,979 STEEL - 1.1% Harsco Corporation 33,100 1,506,050 OTHER - 1.3% MULTI-SECTOR COMPANIES - 1.3% Wesco Financial Corporation 4,430 1,714,410 OTHER ENERGY - 15.3% OFFSHORE DRILLING - 1.5% Diamond Offshore Drilling, Inc. 80,800 1,954,552 OIL: CRUDE PRODUCERS - 12.3% Apache Corporation 153,346 6,619,947 EOG Resources, Inc. 90,100 4,134,689 Newfield Exploration Company(1) 53,500 2,564,255 XTO Energy Inc. 114,108 2,880,073 --------------- 16,198,964 UTILITIES: GAS PIPELINES - 1.5% Equitable Resources, Inc. 45,700 2,029,994 PRODUCER DURABLES - 2.2% DIVERSIFIED PRODUCTION - 2.2% Dover Corporation 25,900 1,004,143 Pentair, Inc. 32,800 1,935,200 --------------- 2,939,343 UTILITIES - 4.6% UTILITIES: ELECTRICAL - 1.4% Cinergy Corporation 44,800 1,831,872 UTILITIES: GAS DISTRIBUTORS - 1.1% Sempra Energy 43,800 1,392,840 UTILITIES: MISCELLANEOUS - 1.4% Vectren Corporation 72,600 1,791,042 UTILITIES: TELECOMMUNICATIONS - 0.7% Telephone and Data Systems, Inc. 12,800 907,136 --------------- TOTAL COMMON STOCKS (Cost $98,913,691) 124,616,660 PAR AMOUNT VALUE ========== ========== SHORT-TERM INVESTMENTS (CASH EQUIVALENTS) - 5.2% Repurchase agreement with State Street Bank and Trust Company, 0.75%, dated 3/31/04, due 4/1/04, maturity value $6,872,143, collateralized by $7,011,926 market value Federal National Mortgage Association Note, 1.875%, due 12/15/04 (Cost $6,872,000) $6,872,000 $6,872,000 --------------- TOTAL INVESTMENTS - 99.6% (Cost $105,785,691) 131,488,660 OTHER ASSETS LESS LIABILITIES - 0.4% 532,177 --------------- TOTAL NET ASSETS - 100.0%(2) $ 132,020,837 =============== (1) Non-income producing security. (2) Percentages for the various classifications relate to total net assets. The accompanying notes are an integral part of the financial statements. 40 - ------ FORTY ------ ARTSX ------ ARTISAN SMALL CAP FUND (ARTSX) SCHEDULE OF INVESTMENTS - March 31, 2004 (Unaudited) SHARES HELD VALUE ========== ========== COMMON STOCKS - 97.3% AUTO & TRANSPORTATION - 5.4% AIR TRANSPORT - 1.2% AirTran Holdings, Inc.(1) 170,000 $2,019,600 TRUCKERS - 4.2% Forward Air Corporation(1) 56,400 1,853,868 Overnite Corporation 106,700 2,454,100 Pacer International, Inc.(1) 122,800 2,706,512 --------------- 7,014,480 CONSUMER DISCRETIONARY - 23.3% CONSUMER ELECTRONICS - 1.4% FindWhat.com(1) 111,200 2,407,480 CONSUMER PRODUCTS - 1.4% RC2 Corporation(1) 83,700 2,301,750 EDUCATION SERVICES - 0.4% Bright Horizons Family Solutions, Inc.(1) 13,000 613,080 ENTERTAINMENT - 1.0% Alliance Gaming Corporation(1) 50,100 1,609,713 LEISURE TIME - 0.9% Steinway Musical Instruments, Inc.(1) 47,400 1,519,170 RADIO & TV BROADCASTERS - 1.3% Regent Communications, Inc.(1) 332,400 2,163,924 RESTAURANTS - 1.2% RARE Hospitality International, Inc.(1) 75,250 2,088,187 RETAIL - 6.2% Christopher & Banks Corporation 95,450 2,014,950 Fred's, Inc. 50,600 1,228,062 The Gymboree Corporation(1) 144,900 2,429,973 School Specialty, Inc.(1) 72,200 2,568,154 Too, Inc.(1) 101,000 2,115,950 --------------- 10,357,089 SERVICES: COMMERCIAL - 9.5% The Advisory Board Company(1) 60,700 2,218,585 Autobytel Inc.(1) 66,200 873,840 The First Marblehead Corporation(1) 86,000 2,532,700 Harris Interactive Inc.(1) 183,800 1,549,434 Hudson Highland Group, Inc.(1) 40,500 1,129,140 Kroll Inc.(1) 123,500 3,315,975 Universal Technical Institute, Inc.(1) 41,900 1,678,095 Waste Connections, Inc.(1) 63,000 2,507,400 --------------- 15,805,169 SHARES HELD VALUE ========== ========== FINANCIAL SERVICES - 8.1% BANKS: OUTSIDE NEW YORK CITY - 3.9% Community First Bankshares, Inc. 70,800 $2,275,512 First National Bankshares of Florida, Inc. 117,300 2,060,961 Texas Capital Bancshares, Inc.(1) 136,200 2,209,164 --------------- 6,545,637 FINANCIAL INFORMATION SERVICES - 1.6% FactSet Research Systems Inc. 63,500 2,702,560 INSURANCE: MULTI-LINE - 1.2% HealthExtras, Inc.(1) 169,800 1,949,304 REAL ESTATE INVESTMENT TRUSTS (REIT) - 1.4% La Quinta Corporation(1) 301,800 2,275,572 HEALTHCARE - 15.4% BIOTECHNOLOGY RESEARCH & PRODUCTION - 1.3% Charles River Laboratories International, Inc.(1) 49,900 2,138,215 DRUGS & PHARMACEUTICALS - 0.9% Taro Pharmaceutical Industries Ltd.(1) 26,000 1,507,740 HEALTH CARE FACILITIES - 1.9% LifePoint Hospitals, Inc.(1) 52,900 1,710,786 United Surgical Partners International, Inc.(1) 45,300 1,537,482 --------------- 3,248,268 HEALTH CARE MANAGEMENT SERVICES - 1.7% AMERIGROUP Corporation(1) 62,300 2,847,110 HEALTH CARE SERVICES - 3.4% Inveresk Research Group, Inc.(1) 81,700 2,321,914 LabOne, Inc.(1) 72,200 2,194,880 Odyssey HealthCare, Inc.(1) 58,200 1,097,070 --------------- 5,613,864 MEDICAL & DENTAL INSTRUMENTS & SUPPLIES - 4.7% American Medical Systems Holdings, Inc.(1) 72,200 1,913,300 PSS World Medical, Inc.(1) 177,800 1,989,582 Respironics, Inc.(1) 32,000 1,728,640 SOLA International, Inc.(1) 95,200 2,213,400 --------------- 7,844,922 MEDICAL SERVICES - 1.5% VCA Antech, Inc.(1) 69,000 2,458,470 41 --------- FORTY-ONE ------ ARTSX ------ - ----SCHEDULE OF INVESTMENTS----------------------------------------------------- SHARES HELD VALUE ========== ========== MATERIALS & PROCESSING - 5.1% BUILDING MATERIALS - 1.1% Hughes Supply, Inc. 34,300 $1,797,320 BUILDING: ROOFING & WALLBOARD - 1.3% ElkCorp 82,100 2,224,089 CONTAINERS & PACKAGING: METAL & GLASS - 1.0% Anchor Glass Container Corporation 101,800 1,608,440 PLASTICS - 1.7% Spartech Corporation 113,900 2,836,110 OTHER ENERGY - 4.5% MACHINERY: OIL WELL EQUIPMENT & SERVICES - 3.4% Pride International, Inc.(1) 101,400 1,729,884 Varco International, Inc.(1) 112,300 2,022,523 W-H Energy Services, Inc.(1) 129,500 1,873,865 --------------- 5,626,272 OIL: CRUDE PRODUCERS - 1.1% Unit Corporation(1) 67,600 1,853,592 PRODUCER DURABLES - 9.3% AEROSPACE - 1.5% MTC Technologies, Inc.(1) 100,500 2,523,555 ELECTRICAL EQUIPMENT & COMPONENTS - 2.2% Cherokee International, LLC(1) 84,100 1,211,040 Technitrol, Inc.(1) 128,400 2,413,920 --------------- 3,624,960 MACHINERY: INDUSTRIAL/SPECIALTY - 1.3% Gardner Denver, Inc.(1) 78,700 2,131,196 MANUFACTURING -1.5% Rayovac Corporation(1) 90,600 2,591,160 PRODUCTION TECHNOLOGY EQUIPMENT - 1.8% Axcelis Technologies, Inc.(1) 270,700 3,010,184 TELECOMMUNICATIONS EQUIPMENT - 1.0% Tollgrade Communications, Inc.(1) 109,300 1,744,428 TECHNOLOGY - 24.0% COMMUNICATIONS TECHNOLOGY - 7.4% Anixter International Inc. 82,300 2,324,975 Avocent Corporation(1) 76,100 2,799,719 Inter-Tel Incorporated 53,400 1,605,204 Packeteer, Inc.(1) 127,900 1,688,280 Tekelec(1) 132,700 2,201,493 Verisity Ltd.(1) 191,400 1,772,364 --------------- 12,392,035 SHARES HELD VALUE ========== ========== TECHNOLOGY (CONTINUED) COMPUTER SERVICES SOFTWARE & SYSTEMS - 10.0% Anteon International Corporation(1) 93,800 $2,709,882 Borland Software Corporation(1) 202,200 1,835,976 Hyperion Solutions Corporation(1) 56,800 2,354,360 Macrovision Corporation(1) 143,300 2,676,844 Micromuse Inc.(1) 207,900 1,621,620 Progress Software Corporation(1) 106,500 2,554,935 Serena Software Inc.(1) 81,700 1,662,595 Witness Systems, Inc.(1) 103,500 1,337,220 --------------- 16,753,432 COMPUTER TECHNOLOGY - 1.1% Dot Hill Systems Corp.(1) 182,300 1,826,646 ELECTRICAL & ELECTRONICS - 0.9% Plexus Corp.(1) 79,600 1,416,084 ELECTRONICS - 1.7% Aeroflex Incorporated(1) 107,700 1,449,642 Semtech Corporation(1) 59,800 1,365,234 --------------- 2,814,876 ELECTRONICS: SEMI-CONDUCTORS/COMPONENTS - 1.8% DSP Group, Inc.(1) 114,800 2,953,804 ELECTRONICS: TECHNOLOGY - 1.1% Coherent, Inc.(1) 71,100 1,869,219 UTILITIES - 2.2% UTILITIES: TELECOMMUNICATIONS - 2.2% Alamosa Holdings, Inc.(1) 273,700 1,598,408 Commonwealth Telephone Enterprises, Inc.(1) 11,300 463,413 TNS Inc.(1) 89,700 1,717,755 --------------- 3,779,576 --------------- TOTAL COMMON STOCKS (Cost $132,169,650) 162,408,282 PAR AMOUNT VALUE ========== ========== SHORT TERM INVESTMENTS (CASH EQUIVALENTS) - 2.0% Repurchase agreement with State Street Bank and Trust Company, 0.75%, dated 3/31/04, due 4/1/04, maturity value $3,225,067, collateralized by $3,293,787 market value Federal National Mortgage Association Note, 1.875%, due 12/15/04 (Cost $3,225,000) $3,225,000 $3,225,000 --------------- TOTAL INVESTMENTS - 99.3% (Cost $135,394,650) 165,633,282 OTHER ASSETS LESS LIABILITIES - 0.7% 1,241,834 --------------- TOTAL NET ASSETS - 100.0%(2) $ 166,875,116 =============== (1) Non-income producing security. (2) Percentages for the various classifications relate to total net assets. The accompanying notes are an integral part of the financial statements. 42 - --------- FORTY-TWO ------ ARTVX ------ ARTISAN SMALL CAP VALUE FUND (ARTVX) SCHEDULE OF INVESTMENTS - March 31, 2004 (Unaudited) SHARES HELD VALUE ========== ========== COMMON STOCKS - 94.2% AUTO & TRANSPORTATION - 7.4% AUTO PARTS: AFTER MARKET - 1.7% Superior Industries International, Inc. 529,900 $ 18,779,656 AUTO PARTS: ORIGINAL EQUIPMENT - 1.3% BorgWarner Inc. 168,100 14,259,923 SHIPPING - 1.6% Kirby Corporation(1) 499,600 16,881,484 TRUCKERS - 2.8% Arkansas Best Corporation 317,500 8,505,825 Heartland Express, Inc. 232,100 5,287,238 USF Corporation 469,500 16,066,290 --------------- 29,859,353 CONSUMER DISCRETIONARY - 25.5% ADVERTISING AGENCIES - 1.8% ADVO, Inc. 598,600 19,286,892 COMMERCIAL INFORMATION SERVICES - 0.9% ProQuest Company(1) 333,200 9,719,444 CONSUMER ELECTRONICS - 0.5% Register.com, Inc.(1) 210,204 1,244,408 THQ Inc.(1) 213,700 4,323,151 --------------- 5,567,559 ENTERTAINMENT - 2.8% Hollywood Entertainment Corporation(1) 1,269,300 17,211,708 Movie Gallery, Inc. 637,300 12,484,707 --------------- 29,696,415 HOUSEHOLD FURNISHINGS - 1.4% Ethan Allen Interiors Inc. 359,900 14,849,474 PUBLISHING: MISCELLANEOUS - 0.1% Courier Corporation 26,868 1,202,343 RADIO & TV BROADCASTERS - 0.7% World Wrestling Entertainment, Inc. 485,400 7,014,030 RESTAURANTS - 1.7% IHOP Corp. 221,600 7,631,904 Papa John's International, Inc.(1) 295,600 10,003,104 --------------- 17,635,008 RETAIL - 7.1% 1-800 CONTACTS, INC.(1) 289,300 5,094,573 Payless ShoeSource, Inc.(1) 1,587,300 22,158,708 Russ Berrie and Company, Inc. 46,900 1,641,500 School Specialty, Inc.(1) 396,800 14,114,176 Zale Corporation(1) 543,500 33,452,425 --------------- 76,461,382 SHARES HELD VALUE ========== ========== CONSUMER DISCRETIONARY (CONTINUED) SERVICES: COMMERCIAL - 4.3% Coinstar, Inc.(1) 340,900 $5,410,083 Cross Country Healthcare, Inc.(1) 338,000 5,627,700 FTI Consulting, Inc.(1) 343,400 5,721,044 Medical Staffing Network Holdings, Inc.(1) 583,700 4,593,719 Pegasus Solutions, Inc.(1) 324,600 3,791,328 Roto-Rooter, Inc. 145,600 7,360,080 Watson Wyatt & Company(1) 552,300 13,940,052 --------------- 46,444,006 TEXTILES APPAREL MANUFACTURERS - 3.7% Kellwood Company 1,002,950 39,365,787 WHOLESALERS - 0.5% United Stationers Inc.(1) 134,800 5,675,080 CONSUMER STAPLES - 0.4% FOODS - 0.4% Ralcorp Holdings, Inc.(1) 141,500 4,305,845 FINANCIAL SERVICES - 15.1% FINANCIAL DATA PROCESSING SERVICES & SYSTEMS - 1.7% CCC Information Services Group Inc.(1) 278,500 4,948,945 John H. Harland Company 250,800 7,804,896 National Processing, Inc.(1) 294,900 5,603,100 --------------- 18,356,941 FINANCIAL MISCELLANEOUS - 4.5% LandAmerica Financial Group, Inc. 307,700 13,926,502 Stewart Information Services Corporation(2) 880,600 34,607,580 --------------- 48,534,082 INSURANCE: LIFE - 0.7% Scottish Re Group Limited 279,800 6,768,362 INSURANCE: MULTI-LINE - 4.7% Hilb, Rogal and Hamilton Company 895,700 34,126,170 Hub International Limited 302,300 5,547,205 PICO Holdings, Inc.(1)(2) 647,900 10,644,997 --------------- 50,318,372 INSURANCE: PROPERTY-CASUALTY - 2.2% Arch Capital Group Ltd.(1) 213,600 8,977,608 IPC Holdings, Ltd. 232,700 9,166,053 White Mountains Insurance Group, Ltd. 10,100 5,297,450 --------------- 23,441,111 INVESTMENT MANAGEMENT COMPANIES - 1.0% Capital Southwest Corporation 138,000 10,384,500 REAL ESTATE INVESTMENT TRUSTS (REIT) - 0.3% Post Properties, Inc. 119,400 3,438,720 43 ----------- FORTY-THREE ----- ARTVX ----- - ----SCHEDULE OF INVESTMENTS----------------------------------------------------- SHARES HELD VALUE ========== ========== HEALTHCARE - 1.0% MEDICAL & DENTAL INSTRUMENTS & SUPPLIES - 0.6% National Dentex Corporation(1)(2) 224,500 $6,106,400 MEDICAL SERVICES - 0.4% America Service Group Inc.(1) 131,800 4,520,740 INTEGRATED OILS - 1.2% OIL: INTEGRATED DOMESTIC - 1.2% Cimarex Energy Co.(1) 441,100 12,747,790 MATERIALS & PROCESSING - 11.9% AGRICULTURE FISHING & RANCHING - 0.4% Delta and Pine Land Company 191,300 4,772,935 BUILDING: CEMENT - 1.5% Eagle Materials Inc. 208,000 12,240,800 Eagle Materials Inc., Class B 56,200 3,282,080 --------------- 15,522,880 BUILDING MATERIALS - 2.7% Butler Manufacturing Company 166,500 3,737,925 LSI Industries Inc. 317,062 3,855,474 Simpson Manufacturing Co., Inc. 429,600 21,028,920 --------------- 28,622,319 CHEMICALS - 1.1% Albemarle Corporation 366,500 10,628,500 American Pacific Corporation 130,500 1,039,955 --------------- 11,668,455 CONSTRUCTION - 0.7% EMCOR Group, Inc.(1) 218,500 8,018,950 COPPER - 1.5% Mueller Industries, Inc. 468,300 15,917,517 METAL FABRICATING - 1.1% Quanex Corporation 227,100 9,649,479 Roanoke Electric Steel Corporation 165,400 2,332,140 --------------- 11,981,619 MISCELLANEOUS MATERIALS AND PROCESSING - 0.6% Insituform Technologies, Inc.(1) 405,300 6,334,839 REAL ESTATE - 2.3% Jones Lang LaSalle Incorporated(1) 420,900 10,821,339 LNR Property Corporation 84,100 4,501,873 Trammell Crow Company(1) 670,100 9,401,503 --------------- 24,724,715 SHARES HELD VALUE ========== ========== OTHER ENERGY - 20.5% ENERGY: MISCELLANEOUS - 1.2% Veritas DGC Inc.(1) 618,300 $12,798,810 MACHINERY: OIL WELL EQUIPMENT & SERVICES - 1.1% Core Laboratories N.V.(1) 525,600 11,142,720 OFFSHORE DRILLING - 1.2% Atwood Oceanics, Inc.(1) 364,100 12,958,319 OIL: CRUDE PRODUCERS - 17.0% Cabot Oil & Gas Corporation 497,850 15,214,296 Evergreen Resources, Inc.(1) 522,100 17,934,135 Forest Oil Corporation(1) 1,013,758 25,597,389 Nuevo Energy Company(1) 489,200 15,928,352 Plains Exploration & Production Company(1) 683,655 12,743,329 Prima Energy Corporation(1) 319,400 11,035,270 Range Resources Corporation 504,700 6,122,011 Remington Oil and Gas Corporation(1) 216,200 4,269,950 Spinnaker Exploration Company(1) 264,200 9,490,064 St. Mary Land & Exploration Company 498,800 16,674,884 Stone Energy Corporation(1) 652,100 32,252,866 Tom Brown, Inc.(1) 403,500 15,171,600 --------------- 182,434,146 PRODUCER DURABLES - 5.1% AEROSPACE - 0.6% United Industrial Corporation 308,200 5,837,308 ELECTRICAL EQUIPMENT & COMPONENTS - 2.0% General Cable Corporation(1) 735,300 5,426,514 The Genlyte Group Incorporated(1) 286,600 16,061,064 --------------- 21,487,578 MACHINE TOOLS - 0.8% Lincoln Electric Holdings, Inc. 312,400 8,794,060 MACHINERY: INDUSTRIAL/SPECIALTY - 1.1% Thomas Industries Inc. 212,900 6,706,350 Woodward Governor Company 80,000 5,099,200 --------------- 11,805,550 POWER TRANSMISSION EQUIPMENT - 0.6% Regal-Beloit Corporation 308,200 6,157,836 TECHNOLOGY - 1.5% COMMUNICATIONS TECHNOLOGY - 0.4% CommScope, Inc.(1) 290,300 4,833,495 COMPUTER SERVICES SOFTWARE & SYSTEMS - 1.1% BearingPoint, Inc.(1) 1,088,500 11,668,720 44 - ---------- FORTY-FOUR ------ ARTVX ------ - -----------------------------------------------------SCHEDULE OF INVESTMENTS---- SHARES HELD VALUE ========== ========== UTILITIES - 4.6% UTILITIES: ELECTRICAL - 3.1% Black Hills Corporation 168,300 $5,363,721 El Paso Electric Company(1) 644,000 8,912,960 PNM Resources, Inc. 648,500 19,487,425 --------------- 33,764,106 UTILITIES: GAS DISTRIBUTORS - 0.6% NUI Corporation 387,900 6,559,389 UTILITIES: TELECOMMUNICATIONS - 0.9% IDT Corporation, Class B 342,300 6,897,345 IDT Corporation, Class C 120,200 2,388,374 --------------- 9,285,719 --------------- TOTAL COMMON STOCKS (Cost $728,824,777) 1,008,712,684 PAR AMOUNT VALUE ========== ========== SHORT-TERM INVESTMENTS (CASH EQUIVALENTS) - 5.6% Repurchase agreement with State Street Bank and Trust Company, 0.75%, dated 3/31/04, due 4/1/04, maturity value $60,151,253, collateralized by $10,356,231 market value Federal National Mortgage Association Note, 1.875% due 12/15/04 and $51,002,909 market value Federal National Mortgage Association Note, 1.875% due 9/15/05 (Cost $60,150,000) $60,150,000 $60,150,000 --------------- TOTAL INVESTMENTS - 99.8% (Cost $788,974,777) 1,068,862,684 OTHER ASSETS LESS LIABILITIES - 0.2% 2,477,789 --------------- TOTAL NET ASSETS - 100.0%(3) $1,071,340,473 =============== (1) Non-income producing security. (2) Affiliated company as defined by the Investment Company Act of 1940. See note 7 to the financial statements. (3) Percentages for the various classifications relate to total net assets. The accompanying notes are an integral part of the financial statements. 45 ----------- FORTY-FIVE ARTISAN FUNDS, INC. STATEMENTS OF ASSETS & LIABILITIES - March 31, 2004 (Unaudited) INTERNATIONAL INTERNATIONAL SMALL CAP =============================== ASSETS: Investments in securities, unaffiliated, at value...... $9,759,368,127 $545,692,692 Investments in securities, affiliated, at value ....... 321,184,079 36,250,277 Short-term investments (repurchase agreements), at value ............................................ 109,527,000 4,387,000 ------------------------------- TOTAL INVESTMENTS...................................... 10,190,079,206 586,329,969 Cash ................................................. 561 70 Receivable from investments sold....................... 92,637,319 3,326,883 Receivable from forward currency contracts............. 95,463,623 6,925,876 Receivable from fund shares sold....................... 39,807,930 393,471 Dividends and interest receivable...................... 22,897,189 2,491,832 ------------------------------- TOTAL ASSETS........................................... 10,440,885,828 599,468,101 LIABILITIES: Payable for investments purchased...................... 39,891,450 4,903,069 Payable for forward currency contracts................. 95,681,588 6,926,063 Payable for fund shares redeemed....................... 110,990,781 174,235 Payable for operating expenses......................... 3,292,098 245,780 Payable for withholding taxes.......................... 2,003,425 257,049 ------------------------------- TOTAL LIABILITIES...................................... 251,859,342 12,506,196 ------------------------------- TOTAL NET ASSETS ......................................$10,189,026,486 $586,961,905 =============================== NET ASSETS CONSIST OF: Fund shares issued and outstanding.....................$10,059,095,106 $419,633,230 Net unrealized appreciation (depreciation) on investments and foreign currency related transactions ................................ 1,794,740,760 130,850,191 Accumulated undistributed net investment income (loss) ............................ (6,879,722) 326,901 Accumulated undistributed net realized gains (losses) on investments and foreign currency related transactions ................................(1,657,929,658) 36,151,583 ------------------------------- ..................................................$10,189,026,486 $586,961,905 =============================== SUPPLEMENTARY INFORMATION: Net assets Investor Shares................................... $6,340,539,996 $586,961,905 Institutional Shares.............................. $3,848,486,490 Shares outstanding Investor Shares................................... 316,067,102 35,124,739 Institutional Shares.............................. 190,984,305 Net asset value, offering price and redemption price per share Investor Shares................................... $20.06 $16.71 Institutional Shares.............................. $20.15 Cost of securities of unaffiliated issuers held........ $8,091,374,636 $436,772,818 Cost of securities of affiliated issuers held.......... $304,149,774 $18,651,294 46 - --------- FORTY-SIX INTERNATIONAL MID CAP SMALL CAP VALUE MID CAP VALUE SMALL CAP VALUE ============================================================================= ASSETS: Investments in securities, unaffiliated, at value...... $99,190,792 $4,533,128,186 $124,616,660 $162,408,282 $957,353,707 Investments in securities, affiliated, at value ....... - - - - 51,358,977 Short-term investments (repurchase agreements), at value............................................... 8,445,000 187,102,000 6,872,000 3,225,000 60,150,000 ----------------------------------------------------------------------------- TOTAL INVESTMENTS...................................... 107,635,792 4,720,230,186 131,488,660 165,633,282 1,068,862,684 Cash ................................................. 712 507 15 729 378 Receivable from investments sold....................... - 34,257,452 3,087,750 1,765,251 3,400,862 Receivable from forward currency contracts............. 6,566,361 - - - - Receivable from fund shares sold....................... 8,835,686 31,661,009 965,298 921,072 2,896,545 Dividends and interest receivable...................... 306,306 832,549 69,726 19,577 381,830 ----------------------------------------------------------------------------- TOTAL ASSETS........................................... 123,344,857 4,786,981,703 135,611,449 168,339,911 1,075,542,299 LIABILITIES: Payable for investments purchased...................... 8,208,673 36,769,466 3,419,178 1,283,765 3,732,675 Payable for forward currency contracts................. 6,548,792 - - - - Payable for fund shares redeemed....................... 15,989 22,825,619 133,843 77,654 182,901 Payable for operating expenses......................... 108,457 1,082,264 36,631 103,376 286,250 Payable for withholding taxes.......................... 23,837 - 960 - - ----------------------------------------------------------------------------- TOTAL LIABILITIES...................................... 14,905,748 60,677,349 3,590,612 1,464,795 4,201,826 ----------------------------------------------------------------------------- TOTAL NET ASSETS ...................................... $108,439,109 $4,726,304,354 $132,020,837 $166,875,116 $1,071,340,473 ============================================================================= NET ASSETS CONSIST OF: Fund shares issued and outstanding..................... $ 95,057,038 $4,196,136,235 $103,727,713 $138,506,794 $767,156,320 Net unrealized appreciation (depreciation) on investments and foreign currency related transactions ................................ 12,095,514 766,159,590 25,703,071 30,238,632 279,887,907 Accumulated undistributed net investment income (loss) ....................................... (198,962) (15,158,979) 105,225 (636,783) 78,199 Accumulated undistributed net realized gains (losses) on investments and foreign currency related transactions ................................ 1,485,519 (220,832,492) 2,484,828 (1,233,527) 24,218,047 ----------------------------------------------------------------------------- .................................................. $108,439,109 $4,726,304,354 $132,020,837 $166,875,116 $1,071,340,473 ============================================================================= SUPPLEMENTARY INFORMATION: Net assets Investor Shares................................... $108,439,109 $3,617,006,673 $132,020,837 $166,875,116 $1,071,340,473 Institutional Shares.............................. $1,109,297,681 Shares outstanding Investor Shares................................... 6,153,089 133,562,612 8,972,245 11,002,155 64,241,443 Institutional Shares.............................. 40,619,544 Net asset value, offering price and redemption price per share Investor Shares................................... $17.62 $27.08 $14.71 $15.17 $16.68 Institutional Shares.............................. $27.31 Cost of securities of unaffiliated issuers held........ $95,545,664 $3,954,070,596 $105,785,691 $135,394,650 $757,259,093 Cost of securities of affiliated issuers held.......... $- $- $- $- $31,715,684 The accompanying notes are an integral part of the financial statements. 47 ------------ FORTY-SEVEN ARTISAN FUNDS, INC. STATEMENTS OF OPERATIONS INTERNATIONAL ============================================= Period Ended Period Ended Year Ended 3/31/04(1) 9/30/03(3) 6/30/03 ============================================= INVESTMENT INCOME: Interest................................ $462,942 $304,072 $2,825,610 Dividends, from unaffiliated issuers(2). 42,718,547 33,361,570 176,343,076 Dividends, from affiliated issuers(2)... 3,064,723 3,627,004 2,344,814 Other income ........................... 1,822,621 412,122 2,995,772 --------------------------------------------- TOTAL INVESTMENT INCOME................. 48,068,833 37,704,768 184,509,272 EXPENSES: Advisory fees........................... 45,243,199 20,395,030 66,306,063 Transfer agent fees Investor Shares.................... 5,368,069 2,693,210 8,331,967 Institutional Shares............... 14,919 8,409 32,233 Shareholder communications Investor Shares.................... 535,668 506,499 1,177,617 Institutional Shares............... 10,013 4,797 19,011 Custodian fees.......................... 2,800,027 1,208,462 3,945,008 Accounting fees......................... 37,251 19,918 73,299 Professional fees....................... 610,638 93,801 301,743 Registration fees Investor Shares.................... 23,451 29,428 124,912 Institutional Shares............... 20,003 31,250 127,627 Directors' fees......................... 126,789 43,746 180,436 Other operating expenses................ 187,141 51,890 163,719 --------------------------------------------- Total operating expenses before amounts waived or paid by the Adviser .......................... 54,977,168 25,086,440 80,783,635 Less amounts waived or paid by the Adviser ....................... - (21,084) - --------------------------------------------- NET EXPENSES............................ 54,977,168 25,065,356 80,783,635 --------------------------------------------- NET INVESTMENT INCOME (LOSS)............ (6,908,335) 12,639,412 103,725,637 NET REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS: Net realized gain (loss) on: Investments(2)..................... (168,620,097) 74,854,666 (529,007,531) Foreign currency related transactions ............ (2,974,636) (1,317,643) (10,809,131) --------------------------------------------- (171,594,733) 73,537,023 (539,816,662) Net increase (decrease) in unrealized appreciation/depreciation on: Investments........................ 2,101,921,248 409,874,381 (423,541,570) Foreign currency related transactions ............ (695,359) 538,027 52,282 --------------------------------------------- 2,101,225,889 410,412,408 (423,489,288) --------------------------------------------- NET GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY RELATED TRANSACTIONS ......................... 1,929,631,156 483,949,431 (963,305,950) --------------------------------------------- NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS ..... $1,922,722,821 $496,588,843 $(859,580,313) ============================================= (1) For the period from October 1, 2003 to March 31, 2004. Unaudited. (2) INCLUDING NET OF NET OF NET REALIZED FOREIGN TAXES FOREIGN TAXES GAIN (LOSS) WITHHELD ON WITHHELD ON ON INVESTMENTS YEAR OR DIVIDENDS, DIVIDENDS, FROM PERIOD UNAFFILIATED AFFILIATED AFFILIATED FUND ENDED ISSUERS ISSUERS ISSUERS International 3/31/04 $4,266,275 $340,525 $(46,413,966) 9/30/03 3,660,412 393,960 (1,994,615) 6/30/03 22,229,774 14,358 (7,613,533) International Small Cap 3/31/04 674,251 1,109 - 9/30/03 263,662 - - 6/30/03 360,630 - - International Value 3/31/04 37,511 - - 9/30/03 18,376 - - 6/30/03 23,791 - - (3) For the period from July 1, 2003 to September 30, 2003. Artisan Funds changed its fiscal year-end from June 30 to September 30 effective September 30, 2003. (4) From commencement of operations (September 23, 2002) to June 30, 2003. 48 - ------------ FORTY-EIGHT INTERNATIONAL SMALL CAP INTERNATIONAL VALUE ============================================ ============================================ Period Ended Period Ended Year Ended Period Ended Period Ended Year Ended 3/31/04(1) 9/30/03(3) 6/30/03 3/31/04(1) 9/30/03(3) 6/30/03(4) ============================================ ============================================ INVESTMENT INCOME: Interest.................................. $99,348 $27,958 $143,060 $14,929 $2,635 $4,562 Dividends, from unaffiliated issuers(2)... 4,983,204 1,324,009 2,217,762 367,691 118,457 169,431 Dividends, from affiliated issuers(2)..... 148,991 - 80,239 - - - Other income ............................. 69,303 - - 13,115 - - -------------------------------------------- -------------------------------------------- TOTAL INVESTMENT INCOME................... 5,300,846 1,351,967 2,441,061 395,735 121,092 173,993 EXPENSES: Advisory fees............................. 3,284,477 972,488 1,489,029 257,243 49,178 48,398 Transfer agent fees Investor Shares...................... 415,164 145,453 275,010 95,346 26,705 51,951 Institutional Shares................. Shareholder communications Investor Shares...................... 41,414 24,857 39,746 10,355 4,104 4,661 Institutional Shares................. Custodian fees............................ 297,237 91,709 142,237 43,515 6,621 25,123 Accounting fees........................... 26,611 13,940 52,449 30,217 13,197 38,600 Professional fees......................... 17,171 27,557 29,781 8,031 26,810 20,911 Registration fees Investor Shares...................... 12,852 32,678 47,636 11,122 7,528 45,137 Institutional Shares................. Directors' fees........................... 6,223 1,279 3,133 1,526 750 - Other operating expenses.................. 22,073 3,402 26,919 16,401 3,221 8,267 -------------------------------------------- -------------------------------------------- Total operating expenses before amounts waived or paid by the Adviser .......... 4,123,222 1,313,363 2,105,940 473,756 138,114 243,048 Less amounts waived or paid by the Adviser ......................... - (8,129) - - (39,758) (124,348) -------------------------------------------- -------------------------------------------- NET EXPENSES.............................. 4,123,222 1,305,234 2,105,940 473,756 98,356 118,700 -------------------------------------------- -------------------------------------------- NET INVESTMENT INCOME (LOSS).............. 1,177,624 46,733 335,121 (78,021) 22,736 55,293 NET REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS: Net realized gain (loss) on: Investments(2)....................... 43,665,453 5,281,076 3,302,104 1,510,265 497,624 130,388 Foreign currency related transactions .............. (14,057) (202,732) (152,047) (13,283) (4,859) (2,222) -------------------------------------------- -------------------------------------------- .................................. 43,651,396 5,078,344 3,150,057 1,496,982 492,765 128,166 Net increase (decrease) in unrealized appreciation/depreciation on: Investments.......................... 66,068,123 37,030,177 28,634,982 8,390,480 1,374,411 2,325,237 Foreign currency related transactions .............. (20,542) 79,419 (112,904) 3,524 1,525 337 -------------------------------------------- -------------------------------------------- .................................. 66,047,581 37,109,596 28,522,078 8,394,004 1,375,936 2,325,574 -------------------------------------------- -------------------------------------------- NET GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY RELATED TRANSACTIONS ........................... 109,698,977 42,187,940 31,672,135 9,890,986 1,868,701 2,453,740 -------------------------------------------- -------------------------------------------- NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS ....... $110,876,601 $42,234,673 $32,007,256 $9,812,965 $1,891,437 $2,509,033 ============================================ ============================================ The accompanying notes are an integral part of the financial statements. 49 ----------- FORTY-NINE ARTISAN FUNDS, INC. STATEMENTS OF OPERATIONS (continued) MID CAP MID CAP VALUE ==================================================== ================ Period Ended Period Ended Year Ended Period Ended 3/31/04(1) 9/30/03(2) 6/30/03 3/31/04(1) ==================================================== ================ INVESTMENT INCOME: Interest..................................... $690,303 $315,857 $1,630,118 $23,706 Dividends, from unaffiliated issuers......... 7,689,453 2,975,086 13,653,667 805,421 Dividends, from affiliated issuers........... - - - - Other income................................. 376,769 - - - ---------------------------------------------------- ---------------- TOTAL INVESTMENT INCOME...................... 8,756,525 3,290,943 15,283,785 829,127 EXPENSES: Advisory fees................................ 20,069,399 8,025,858 22,682,765 508,692 Transfer agent fees Investor Shares............................ 3,086,240 1,184,401 3,493,286 121,625 Institutional Shares....................... 10,986 5,986 23,232 Shareholder communications Investor Shares............................ 281,853 239,560 535,187 17,857 Institutional Shares....................... 3,547 1,739 5,954 Custodian fees............................... 209,461 102,873 308,898 14,578 Accounting fees.............................. 32,507 17,082 61,059 19,395 Professional fees............................ 60,041 43,312 116,996 1,809 Registration fees Investor Shares............................ 21,361 38,952 89,446 8,534 Institutional Shares....................... 7,822 13,218 46,330 Directors' fees.............................. 52,606 16,707 60,352 1,584 Organizational costs......................... - - - - Other operating expenses..................... 79,681 24,596 68,466 29,828 ---------------------------------------------------- ---------------- Total operating expenses before amounts waived or paid by the Adviser ..... 23,915,504 9,714,284 27,491,971 723,902 Less amounts waived or paid by the Adviser... - (14,194) - - ---------------------------------------------------- ---------------- NET EXPENSES................................. 23,915,504 9,700,090 27,491,971 723,902 ---------------------------------------------------- ---------------- NET INVESTMENT INCOME (LOSS)................. (15,158,979) (6,409,147) (12,208,186) 105,225 NET REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS: Net realized gain (loss) on: Investments................................ 311,573,480 105,075,097 (325,149,190) 3,542,991 Foreign currency related transactions...... - - - - ---------------------------------------------------- ---------------- .............................................. 311,573,480 105,075,097 (325,149,190) 3,542,991 Net increase (decrease) in unrealized appreciation/depreciation on: Investments................................ 340,819,500 90,208,363 376,988,686 16,269,866 Foreign currency related transactions...... - - - - ---------------------------------------------------- ---------------- 340,819,500 90,208,363 376,988,686 16,269,866 ---------------------------------------------------- ---------------- NET GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY RELATED TRANSACTIONS ..... 652,392,980 195,283,460 51,839,496 19,812,857 ---------------------------------------------------- ---------------- NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS ................ $637,234,001 $188,874,313 $39,631,310 $19,918,082 ==================================================== ================ (1) For the period from October 1, 2003 to March 31, 2004. Unaudited. (2) For the period from July 1, 2003 to September 30, 2003. Artisan Funds changed its fiscal year-end from June 30 to September 30 effective September 30, 2003. (3) Including $11,901 from affiliated issuers. 50 - ------ FIFTY MID CAP VALUE SMALL CAP ================================== ================================================== Period Ended Year Ended Period Ended Period Ended Year Ended 9/30/03(2) 6/30/03 3/31/04(1) 9/30/03(2) 6/30/03 ================================== ================================================== INVESTMENT INCOME: Interest..................................... $10,830 $37,287 $21,360 $9,188 $33,988 Dividends, from unaffiliated issuers......... 214,293 516,255 280,595 78,581 385,213 Dividends, from affiliated issuers........... - - - - - Other income................................. 7,032 - 11,519 - - ---------------------------------- -------------------------------------------------- TOTAL INVESTMENT INCOME...................... 232,155 553,542 313,474 87,769 419,201 EXPENSES: Advisory fees................................ 181,557 383,960 742,651 312,469 1,009,495 Transfer agent fees Investor Shares............................ 53,008 144,557 110,022 63,528 191,523 Institutional Shares....................... Shareholder communications Investor Shares............................ 12,082 22,307 27,311 17,975 40,347 Institutional Shares....................... Custodian fees............................... 6,529 19,814 24,059 13,088 49,518 Accounting fees.............................. 10,528 40,717 21,084 12,319 40,539 Professional fees............................ 22,867 27,020 2,559 25,353 29,834 Registration fees Investor Shares............................ 8,631 39,025 13,743 8,833 30,980 Institutional Shares....................... Directors' fees.............................. 750 3,000 1,831 750 3,045 Organizational costs......................... - - - - - Other operating expenses..................... 252 4,510 6,997 1,881 11,285 ---------------------------------- -------------------------------------------------- Total operating expenses before amounts waived or paid by the Adviser ............. 296,204 684,910 950,257 456,196 1,406,566 Less amounts waived or paid by the Adviser ............................ (7,129) - - (7,243) - ---------------------------------- -------------------------------------------------- NET EXPENSES................................. 289,075 684,910 950,257 448,953 1,406,566 ---------------------------------- -------------------------------------------------- NET INVESTMENT INCOME (LOSS)................. (56,920) (131,368) (636,783) (361,184) (987,365) NET REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS: Net realized gain (loss) on: Investments................................ 1,143,665 (110,623) 19,071,316 4,973,748 (22,436,510) Foreign currency related transactions...... - - - - - ---------------------------------- -------------------------------------------------- 1,143,665 (110,623) 19,071,316 4,973,748 (22,436,510) Net increase (decrease) in unrealized appreciation/depreciation on: Investments................................ 2,308,116 6,300,648 8,635,179 1,464,390 20,333,623 Foreign currency related transactions...... - - - - - ---------------------------------- -------------------------------------------------- 2,308,116 6,300,648 8,635,179 1,464,390 20,333,623 ---------------------------------- -------------------------------------------------- NET GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY RELATED TRANSACTIONS ..... 3,451,781 6,190,025 27,706,495 6,438,138 (2,102,887) ---------------------------------- -------------------------------------------------- NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS ..... $3,394,861 $6,058,657 $27,069,712 $6,076,954 $(3,090,252) ================================== ================================================== SMALL CAP ================================================== Period Ended Period Ended Year Ended 3/31/04(1) 9/30/03(2) 6/30/03 ================================================== INVESTMENT INCOME: Interest..................................... $222,957 $102,376 $338,332 Dividends, from unaffiliated issuers......... 4,965,127 1,399,853 5,371,224 Dividends, from affiliated issuers........... 381,846 - - Other income................................. 67,190 9,039 - -------------------------------------------------- TOTAL INVESTMENT INCOME...................... 5,637,120 1,511,268 5,709,556 EXPENSES: Advisory fees................................ 4,671,196 1,880,540 5,714,589 Transfer agent fees Investor Shares............................ 708,375 282,606 891,648 Institutional Shares....................... Shareholder communications Investor Shares............................ 40,001 27,715 61,062 Institutional Shares....................... Custodian fees............................... 50,996 25,059 91,142 Accounting fees.............................. 20,759 11,480 44,472 Professional fees............................ 17,319 27,583 52,514 Registration fees Investor Shares............................ 11,665 18,009 48,401 Institutional Shares....................... Directors' fees.............................. 11,941 3,767 15,036 Organizational costs......................... - - 1,768 Other operating expenses..................... 26,669 4,928 14,184 -------------------------------------------------- Total operating expenses before amounts waived or paid by the Adviser ............. 5,558,921 2,281,687 6,934,816 Less amounts waived or paid by the Adviser ............................ - (7,683) - -------------------------------------------------- NET EXPENSES................................. 5,558,921 2,274,004 6,934,816 -------------------------------------------------- NET INVESTMENT INCOME (LOSS)................. 78,199 (762,736) (1,225,260) NET REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS: Net realized gain (loss) on: Investments................................ 38,674,172(3) 18,221,191 (20,174,753) Foreign currency related transactions...... - - - -------------------------------------------------- 38,674,172 18,221,191 (20,174,753) Net increase (decrease) in unrealized appreciation/depreciation on: Investments................................ 150,227,554 10,070,646 36,753,479 Foreign currency related transactions...... - - - -------------------------------------------------- 150,227,554 10,070,646 36,753,479 -------------------------------------------------- NET GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY RELATED TRANSACTIONS ..... 188,901,726 28,291,837 16,578,726 -------------------------------------------------- NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS ..... $188,979,925 $27,529,101 $15,353,466 ================================================== The accompanying notes are an integral part of the financial statements. 51 --------- FIFTY-ONE ARTISAN FUNDS, INC. STATEMENTS OF CHANGES IN NET ASSETS INTERNATIONAL ============================================== Period Ended Period Ended Year Ended 3/31/04(1) 9/30/03(2) 6/30/03 ============================================== OPERATIONS: Net investment income (loss)............ $(6,908,335) $12,639,412 $103,725,637 Net realized gain (loss) on: Investments........................ (168,620,097) 74,854,666 (529,007,531) Foreign currency related transactions .................... (2,974,636) (1,317,643) (10,809,131) Net increase (decrease) in unrealized appreciation/depreciation on: Investments........................ 2,101,921,248 409,874,381 (423,541,570) Foreign currency related transactions .................... (695,359) 538,027 52,282 ---------------------------------------------- NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS ............ 1,922,722,821 496,588,843 (859,580,313) DIVIDENDS AND DISTRIBUTIONS PAID TO SHAREHOLDERS: Net investment income: Investor Shares.................... (59,414,324) - (31,901,533) Institutional Shares............... (42,472,917) - (18,341,682) Net realized gains on investment transactions: Investor Shares.................... - - - Institutional Shares............... - - - ---------------------------------------------- TOTAL DIVIDENDS AND DISTRIBUTIONS PAID TO SHAREHOLDERS ................. (101,887,241) - (50,243,215) FUND SHARE ACTIVITIES: NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM FUND SHARE ACTIVITIES ..................... (531,202,160) 244,966,499 1,716,020,036 ---------------------------------------------- TOTAL INCREASE (DECREASE) IN NET ASSETS ........................... 1,289,633,420 741,555,342 806,196,508 ---------------------------------------------- Net assets, beginning of period......... 8,899,393,066 8,157,837,724 7,351,641,216 ---------------------------------------------- NET ASSETS, END OF PERIOD...............$10,189,026,486 $8,899,393,066 $8,157,837,724 ============================================== Accumulated undistributed net investment income (loss) .............. $(6,879,722) $101,915,854 $90,594,085 ============================================== (1) For the period from October 1, 2003 to March 31, 2004. Unaudited. (2) For the period July 1, 2003 to September 30, 2003. Artisan Funds changed its fiscal year-end from June 30 to September 30 effective September 30, 2003. (3) For the period from commencement of operations (September 23, 2002) through June 30, 2003. 52 - --------- FIFTY-TWO INTERNATIONAL SMALL CAP INTERNATIONAL VALUE ============================================ ============================================ Period Ended Period Ended Year Ended Period Ended Period Ended Period Ended 3/31/04(1) 9/30/03(2) 6/30/03 3/31/04(1) 9/30/03(2) 6/30/03(3) ============================================ ============================================ OPERATIONS: Net investment income (loss)............ $1,177,624 $46,733 $335,121 $(78,021) $22,736 $55,293 Net realized gain (loss) on: Investments........................ 43,665,453 5,281,076 3,302,104 1,510,265 497,624 130,388 Foreign currency related transactions .................... (14,057) (202,732) (152,047) (13,283) (4,859) (2,222) Net increase (decrease) in unrealized appreciation/depreciation on: Investments........................ 66,068,123 37,030,177 28,634,982 8,390,480 1,374,411 2,325,237 Foreign currency related transactions .................... (20,542) 79,419 (112,904) 3,524 1,525 337 -------------------------------------------- -------------------------------------------- NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS ............ 110,876,601 42,234,673 32,007,256 9,812,965 1,891,437 2,509,033 DIVIDENDS AND DISTRIBUTIONS PAID TO SHAREHOLDERS: Net investment income: Investor Shares.................... (1,142,161) - - (191,806) - - Institutional Shares............... Net realized gains on investment transactions: Investor Shares.................... (15,685,346) - (236,073) (636,769) - - -------------------------------------------- -------------------------------------------- Institutional Shares............... TOTAL DIVIDENDS AND DISTRIBUTIONS PAID TO SHAREHOLDERS ................. (16,827,507) - (236,073) (828,575) - - FUND SHARE ACTIVITIES: NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM FUND SHARE ACTIVITIES ..................... 101,588,268 110,508,433 132,312,967 75,840,773 5,433,053 13,780,423 -------------------------------------------- -------------------------------------------- TOTAL INCREASE (DECREASE) IN NET ASSETS ........................ 195,637,362 152,743,106 164,084,150 84,825,163 7,324,490 16,289,456 -------------------------------------------- -------------------------------------------- Net assets, beginning of period......... 391,324,543 238,581,437 74,497,287 23,613,946 16,289,456 - -------------------------------------------- -------------------------------------------- NET ASSETS, END OF PERIOD............... $586,961,905 $391,324,543 $238,581,437 $108,439,109 $23,613,946 $16,289,456 ============================================ ============================================ Accumulated undistributed net investment income (loss) ............. $326,901 $291,438 $162,036 $(198,962) $70,865 $53,071 ============================================ ============================================ The accompanying notes are an integral part of the financial statements. 53 ------------ FIFTY-THREE ARTISAN FUNDS, INC. STATEMENTS OF CHANGES IN NET ASSETS (continued) MID CAP MID CAP VALUE ==================================================== ================ Period Ended Period Ended Year Ended Period Ended 3/31/04(1) 9/30/03(2) 6/30/03 3/31/04(1) ==================================================== ================ OPERATIONS: Net investment income (loss)................. $(15,158,979) $(6,409,147) $(12,208,186) $105,225 Net realized gain (loss) on: Investments................................. 311,573,480 105,075,097 (325,149,190) 3,542,991 Foreign currency related transactions .............................. - - - - Net increase (decrease) in unrealized appreciation/depreciation on: Investments................................. 340,819,500 90,208,363 376,988,686 16,269,866 Foreign currency related transactions....... - - - - ---------------------------------------------------- ---------------- NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS ................. 637,234,001 188,874,313 39,631,310 19,918,082 DIVIDENDS AND DISTRIBUTIONS PAID TO SHAREHOLDERS: Net investment income: Investor Shares............................. - - - - Institutional Shares........................ - - - Net realized gains on investment transactions: Investor Shares............................. - - - (1,599,811) Institutional Shares........................ - - - ---------------------------------------------------- ---------------- TOTAL DIVIDENDS AND DISTRIBUTIONS PAID TO SHAREHOLDERS ...................... - - - (1,599,811) FUND SHARE ACTIVITIES: NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM FUND SHARE ACTIVITIES........ 576,311,750 208,283,211 770,633,859 36,302,447 ---------------------------------------------------- ---------------- TOTAL INCREASE (DECREASE) IN NET ASSETS ................................ 1,213,545,751 397,157,524 810,265,169 54,620,718 ---------------------------------------------------- ---------------- Net assets, beginning of period.............. 3,512,758,603 3,115,601,079 2,305,335,910 77,400,119 ---------------------------------------------------- ---------------- NET ASSETS, END OF PERIOD.................... $4,726,304,354 $3,512,758,603 $3,115,601,079 $132,020,837 ==================================================== ================ Accumulated undistributed net investment income (loss) .................. $(15,158,979) $- $- $105,225 ==================================================== ================ (1) For the period from October 1, 2003 to March 31, 2004. Unaudited. (2) For the period July 1, 2003 to September 30, 2003. Artisan Funds changed its fiscal year-end from June 30 to September 30 effective September 30, 2003. 54 - ---------- FIFTY-FOUR MID CAP VALUE SMALL CAP ================================== ================================================== Period Ended Year Ended Period Ended Period Ended Year Ended 9/30/03(2) 6/30/03 3/31/04(1) 9/30/03(2) 6/30/03 ================================== ================================================== OPERATIONS: Net investment income (loss)................. $ (56,920) $ (131,368) $ (636,783) $ (361,184) $ (987,365) Net realized gain (loss) on: Investments................................. 1,143,665 (110,623) 19,071,316 4,973,748 (22,436,510) Foreign currency related transactions .............................. - - - - - Net increase (decrease) in unrealized appreciation/depreciation on: Investments................................. 2,308,116 6,300,648 8,635,179 1,464,390 20,333,623 Foreign currency related transactions....... - - - - - ---------------------------------- -------------------------------------------------- NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS ................. 3,394,861 6,058,657 27,069,712 6,076,954 (3,090,252) DIVIDENDS AND DISTRIBUTIONS PAID TO SHAREHOLDERS: Net investment income: Investor Shares............................. - - - - - Institutional Shares........................ Net realized gains on investment transactions: Investor Shares............................. - - - - (629,095) Institutional Shares........................ ---------------------------------- -------------------------------------------------- TOTAL DIVIDENDS AND DISTRIBUTIONS PAID TO SHAREHOLDERS ...................... - - - - (629,095) FUND SHARE ACTIVITIES: NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM FUND SHARE ACTIVITIES........ 9,507,195 36,457,011 11,931,878 5,759,810 (12,182,933) ---------------------------------- -------------------------------------------------- TOTAL INCREASE (DECREASE) IN NET ASSETS ................................ 12,902,056 42,515,668 39,001,590 11,836,764 (15,902,280) ---------------------------------- -------------------------------------------------- Net assets, beginning of period.............. 64,498,063 21,982,395 127,873,526 116,036,762 131,939,042 ---------------------------------- -------------------------------------------------- NET ASSETS, END OF PERIOD.................... $77,400,119 $64,498,063 $166,875,116 $127,873,526 $116,036,762 ================================== ================================================== Accumulated undistributed net investment income (loss) .................. $- $- $(636,783) $- $- ================================== ================================================== SMALL CAP ==================================================== Period Ended Period Ended Year Ended 3/31/04(1) 9/30/03(2) 6/30/03 ==================================================== OPERATIONS: Net investment income (loss)................. $ 78,199 $ (762,736) $ (1,225,260) Net realized gain (loss) on: Investments................................. 38,674,172 18,221,191 (20,174,753) Foreign currency related transactions .............................. - - - Net increase (decrease) in unrealized appreciation/depreciation on: Investments................................. 150,227,554 10,070,646 36,753,479 Foreign currency related transactions....... - - - ---------------------------------------------------- NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS ................. 188,979,925 27,529,101 15,353,466 DIVIDENDS AND DISTRIBUTIONS PAID TO SHAREHOLDERS: Net investment income: Investor Shares............................. - - - Institutional Shares........................ Net realized gains on investment transactions: Investor Shares............................. (11,783,598) - (22,600,376) Institutional Shares........................ ---------------------------------------------------- TOTAL DIVIDENDS AND DISTRIBUTIONS PAID TO SHAREHOLDERS ...................... (11,783,598) - (22,600,376) FUND SHARE ACTIVITIES: NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM FUND SHARE ACTIVITIES........ 118,988,575 45,076,888 86,250,860 ---------------------------------------------------- TOTAL INCREASE (DECREASE) IN NET ASSETS ................................ 296,184,902 72,605,989 79,003,950 ---------------------------------------------------- Net assets, beginning of period.............. 775,155,571 702,549,582 623,545,632 ---------------------------------------------------- NET ASSETS, END OF PERIOD.................... $1,071,340,473 $775,155,571 $702,549,582 ==================================================== Accumulated undistributed net investment income (loss) .................. $78,199 $- $- ==================================================== The accompanying notes are an integral part of the financial statements. 55 ---------- FIFTY-FIVE ARTISAN FUNDS, INC. FINANCIAL HIGHLIGHTS - For a share outstanding throughout each period NET TOTAL NET ASSET NET REALIZED AND INCOME DIVIDENDS YEAR OR VALUE INVESTMENT UNREALIZED (LOSS) FROM FROM NET PERIOD BEGINNING INCOME GAIN (LOSS) INVESTMENT INVESTMENT ENDED OF PERIOD (LOSS)(1) ON INVESTMENTS OPERATIONS INCOME ============================================================================== INTERNATIONAL FUND ------------------------------------------------------------------------------ Investor Shares 3/31/04(4) $16.54 $(0.02) $3.72 $3.70 $(0.18) ------------------------------------------------------------------------------ 9/30/03(5) 15.63 0.02 0.89 0.91 - ------------------------------------------------------------------------------ 6/30/03 18.15 0.20 (2.62) (2.42) (0.10) ------------------------------------------------------------------------------ 6/30/02 19.53 0.15 (1.46) (1.31) (0.07) ------------------------------------------------------------------------------ 6/30/01 30.16 0.10 (7.18) (7.08) - ------------------------------------------------------------------------------ 6/30/00 18.67 (0.03) 12.08 12.05 (0.02) ------------------------------------------------------------------------------ 6/30/99 16.25 0.08 2.62 2.70 (0.04) ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ Institutional Shares 3/31/04(4) $16.63 $ - $3.73 $3.73 $(0.21) ------------------------------------------------------------------------------ 9/30/03(5) 15.71 0.03 0.89 0.92 - ------------------------------------------------------------------------------ 6/30/03 18.24 0.25 (2.65) (2.40) (0.13) ------------------------------------------------------------------------------ 6/30/02 19.62 0.18 (1.46) (1.28) (0.10) ------------------------------------------------------------------------------ 6/30/01 30.22 0.16 (7.21) (7.05) - ------------------------------------------------------------------------------ 6/30/00 18.70 0.03 12.09 12.12 (0.06) ------------------------------------------------------------------------------ 6/30/99 16.26 0.11 2.62 2.73 (0.05) ------------------------------------------------------------------------------ INTERNATIONAL SMALL CAP FUND ------------------------------------------------------------------------------ Investor Shares 3/31/04(4) $13.84 $ 0.04 $3.35 $3.39 $(0.03) ------------------------------------------------------------------------------ 9/30/03(5) 12.10 - 1.74 1.74 - ------------------------------------------------------------------------------ 6/30/03 10.50 0.03 1.59 1.62 - ------------------------------------------------------------------------------ 6/30/02(7) 10.00 - 0.50(8) 0.50 - ------------------------------------------------------------------------------ INTERNATIONAL VALUE FUND ------------------------------------------------------------------------------ Investor Shares 3/31/04(4) $14.32 $(0.02) $3.71 $3.69 $(0.09) ------------------------------------------------------------------------------ 9/30/03(5) 13.01 0.02 1.29 1.31 - ------------------------------------------------------------------------------ 6/30/03(9) 10.00 0.09 2.92 3.01 - ------------------------------------------------------------------------------ (1) Computed based on average shares outstanding. (2) Periods less than 12 months (where applicable) are not annualized. (3) Periods less than 12 months (where applicable) are annualized. (4) For the period from October 1, 2003 to March 31, 2004. Unaudited. (5) For the period from July 1, 2003 to September 30, 2003. The Artisan Funds changed its fiscal year-end from June 30 to September 30 effective September 30, 2003. (6) The ratios of expenses to average net assets and net investment loss to average net assets exclude expenses waived or paid by the Adviser. Absent expenses waived or paid by the Adviser, the ratios of expenses to average net assets and net investment loss to average net assets would have been as follows (periods less than 12 months, where applicable, are annualized): RATIO OF NET RATIO OF INVESTMENT YEAR OR EXPENSES TO INCOME (LOSS) PERIOD AVERAGE TO AVERAGE FUND ENDED NET ASSETS NET ASSETS International Investor Shares 9/30/03 1.23% 0.49% International Institutional Shares 9/30/03 1.00 0.73 International Small Cap Investor Shares 9/30/03 1.69 0.05 International Value Investor Shares 9/30/03 2.80 (0.34) 6/30/03 5.02 (1.43) 56 - ---------- FIFTY-SIX RATIO OF RATIO OF NET DISTRIBUTIONS TOTAL NET ASSET NET ASSETS EXPENSES INVESTMENT FROM NET DIVIDENDS VALUE END OF TO AVERAGE INCOME (LOSS) PORTFOLIO REALIZED AND END TOTAL PERIOD NET TO AVERAGE TURNOVER GAINS DISTRIBUTIONS OF PERIOD RETURN(2) (MILLIONS) ASSETS(3) NET ASSETS(3) RATE(2) ======================================================================================================= INTERNATIONAL FUND ------------------------------------------------------------------------------------------------------- Investor Shares $- $(0.18) $20.06 22.5% $6,340.5 1.21% (0.22)% 31.69% ------------------------------------------------------------------------------------------------------- - - 16.54 5.8 5,544.7 1.23(6) 0.49(6) 15.23 ------------------------------------------------------------------------------------------------------- - (0.10) 15.63 (13.3) 5,182.8 1.20 1.35 37.13 ------------------------------------------------------------------------------------------------------- - (0.07) 18.15 (6.7) 5,289.6 1.21 0.82 50.67 ------------------------------------------------------------------------------------------------------- (3.55) (3.55) 19.53 (24.7) 3,907.1 1.22 0.45 72.01 ------------------------------------------------------------------------------------------------------- (0.54) (0.56) 30.16 65.6 3,734.8 1.27 (0.10) 99.02 ------------------------------------------------------------------------------------------------------- (0.24) (0.28) 18.67 17.4 943.9 1.38 0.59 79.41 ------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------- Institutional Shares $- $(0.21) $20.15 22.6% $3,848.5 1.00% (0.02)% 31.69% ------------------------------------------------------------------------------------------------------- - - 16.63 5.9 3,354.7 1.00(6) 0.73(6) 15.23 ------------------------------------------------------------------------------------------------------- - (0.13) 15.71 (13.1) 2,975.0 1.01 1.68 37.13 ------------------------------------------------------------------------------------------------------- - (0.10) 18.24 (6.5) 2,062.0 1.01 1.01 50.67 ------------------------------------------------------------------------------------------------------- (3.55) (3.55) 19.62 (24.5) 1,486.6 1.03 0.70 72.01 ------------------------------------------------------------------------------------------------------- (0.54) (0.60) 30.22 66.0 1,136.2 1.08 0.09 99.02 ------------------------------------------------------------------------------------------------------- (0.24) (0.29) 18.70 17.6 179.6 1.17 0.68 79.41 ------------------------------------------------------------------------------------------------------- INTERNATIONAL SMALL CAP FUND------------------------------------------------------------------------------------------------------- Investor Shares $(0.49) $(0.52) $16.71 25.0% $587.0 1.57% 0.45% 40.68% ------------------------------------------------------------------------------------------------------- - - 13.84 14.5 391.3 1.68(6) 0.06(6) 13.28 ------------------------------------------------------------------------------------------------------- (0.02) (0.02) 12.10 15.5 238.6 1.77 0.28 62.79 ------------------------------------------------------------------------------------------------------- - - 10.50 5.0 74.5 2.39 (0.02) 25.14 ------------------------------------------------------------------------------------------------------- INTERNATIONAL VALUE FUND ------------------------------------------------------------------------------------------------------- Investor Shares $(0.30) $(0.39) $17.62 26.2% $108.4 1.84% (0.30)% 11.75% ------------------------------------------------------------------------------------------------------- - - 14.32 10.1 23.6 2.00(6) 0.46(6) 9.30 ------------------------------------------------------------------------------------------------------- - - 13.01 30.1 16.3 2.45(6) 1.14(6) 17.42 ------------------------------------------------------------------------------------------------------- (7) For the period from commencement of operations (December 21, 2001) through June 30, 2002. (8) The amount shown may not correlate with the aggregate gains and losses of portfolio securities due to the timing of subscriptions and redemptions of Fund shares. (9) For the period from commencement of operations (September 23, 2002) through June 30, 2003. The accompanying notes are an integral part of the financial statements. 57 ------------ FIFTY-SEVEN ARTISAN FUNDS, INC. FINANCIAL HIGHLIGHTS (continued) - For a share outstanding throughout each period NET TOTAL NET ASSET NET REALIZED AND INCOME DIVIDENDS YEAR OR VALUE INVESTMENT UNREALIZED (LOSS) FROM FROM NET PERIOD BEGINNING INCOME GAIN (LOSS) INVESTMENT INVESTMENT ENDED OF PERIOD (LOSS) ON INVESTMENTS OPERATIONS INCOME ============================================================================== MID CAP FUND ------------------------------------------------------------------------------ Investor Shares 3/31/04(3) $23.11 $(0.10)(4) $ 4.07 $ 3.97 $ - ------------------------------------------------------------------------------ 9/30/03(5) 21.81 (0.05)(4) 1.35 1.30 - ------------------------------------------------------------------------------ 6/30/03 22.13 (0.11)(4) (0.21)(6) (0.32) - ------------------------------------------------------------------------------ 6/30/02 26.43 (0.19)(4) (4.11) (4.30) - ------------------------------------------------------------------------------ 6/30/01 27.57 (0.13)(4) 0.02(6) (0.11) - ------------------------------------------------------------------------------ 6/30/00 16.67 (0.18)(4) 11.91 11.73 - ------------------------------------------------------------------------------ 6/30/99 13.69 (0.16)(4) 4.41 4.25 - ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ Institutional Shares 3/31/04(3) $23.28 $(0.07)(4) $ 4.10 $ 4.03 $ - ------------------------------------------------------------------------------ 9/30/03(5) 21.96 (0.03)(4) 1.35 1.32 - ------------------------------------------------------------------------------ 6/30/03 22.24 (0.07)(4) (0.21)(6) (0.28) - ------------------------------------------------------------------------------ 6/30/02 26.48 (0.13)(4) (4.11) (4.24) - ------------------------------------------------------------------------------ 6/30/01 27.57 (0.08)(4) 0.02(6) (0.06) - ------------------------------------------------------------------------------ MID CAP VALUE FUND ------------------------------------------------------------------------------ Investor Shares 3/31/04(3) $12.22 $ 0.01(4) $ 2.72 $ 2.73 $ - ------------------------------------------------------------------------------ 9/30/03(5) 11.64 (0.01)(4) 0.59 0.58 - ------------------------------------------------------------------------------ 6/30/03 10.82 (0.03)(4) 0.85 0.82 - ------------------------------------------------------------------------------ 6/30/02 11.18 (0.09)(4) (0.19) (0.28) - ------------------------------------------------------------------------------ 6/30/01(7) 10.00 (0.01)(4) 1.19 1.18 - ------------------------------------------------------------------------------ SMALL CAP FUND ------------------------------------------------------------------------------ Investor Shares 3/31/04(3) $12.53 $(0.06)(4) $ 2.70 $ 2.64 $ - ------------------------------------------------------------------------------ 9/30/03(5) 11.90 (0.04)(4) 0.67 0.63 - ------------------------------------------------------------------------------ 6/30/03 11.99 (0.10)(4) 0.07(6) (0.03) - ------------------------------------------------------------------------------ 6/30/02 13.99 (0.13)(4) (1.81) (1.94) - ------------------------------------------------------------------------------ 6/30/01 14.69 (0.09)(4) 0.05(6) (0.04) - ------------------------------------------------------------------------------ 6/30/00 11.09 (0.10)(4) 3.70 3.60 - ------------------------------------------------------------------------------ 6/30/99 14.66 (0.08) (2.53) (2.61) - ------------------------------------------------------------------------------ SMALL CAP VALUE FUND ------------------------------------------------------------------------------ Investor Shares 3/31/04(3) $13.67 $ - (4)(8) $ 3.21 $ 3.21 $ - ------------------------------------------------------------------------------ 9/30/03(5) 13.15 (0.01)(4) 0.53 0.52 - ------------------------------------------------------------------------------ 6/30/03 13.48 (0.03)(4) 0.20 0.17 - ------------------------------------------------------------------------------ 6/30/02 13.05 (0.01)(4) 1.16 1.15 (0.01) ------------------------------------------------------------------------------ 6/30/01 10.63 0.05(4) 2.91 2.96 (0.05) ------------------------------------------------------------------------------ 6/30/00 10.59 0.06(4) 0.36 0.42 (0.03) ------------------------------------------------------------------------------ 6/30/99 11.37 (0.03) (0.21)(6) (0.24) - ------------------------------------------------------------------------------ (1) Periods less than 12 months (where applicable) are not annualized. (2) Periods less than 12 months (where applicable) are annualized. (3) For the period from October 1, 2003 to March 31, 2004. Unaudited. (4) Computed based on average shares outstanding. (5) For the period from July 1, 2003 to September 30, 2003. The Artisan Funds changed its fiscal year-end from June 30 to September 30 effective September 30, 2003. (6) The amount shown may not correlate with the aggregate gains and losses of portfolio securities due to the timing of subscriptions and redemptions of Fund shares. (7) For the period from commencement of operations (March 28, 2001) through June 30, 2001. (8) Less than $0.01. 58 - ----------- FIFTY-EIGHT RATIO OF RATIO OF NET DISTRIBUTIONS TOTAL NET ASSET NET ASSETS EXPENSES INVESTMENT FROM NET DIVIDENDS VALUE END OF TO AVERAGE INCOME (LOSS) PORTFOLIO REALIZED AND END TOTAL PERIOD NET TO AVERAGE TURNOVER GAINS DISTRIBUTIONS OF PERIOD RETURN(1) (MILLIONS) ASSETS(2) NET ASSETS(2) RATE(1) ======================================================================================================= MID CAP FUND ------------------------------------------------------------------------------------------------------- Investor Shares $- $- $27.08 17.1% $3,617.0 1.17% (0.76)% 57.36% ------------------------------------------------------------------------------------------------------- - - 23.11 6.0 2,583.2 1.20(9) (0.81)(9) 26.52 ------------------------------------------------------------------------------------------------------- - - 21.81 (1.4) 2,286.6 1.20 (0.56) 102.85 ------------------------------------------------------------------------------------------------------- - - 22.13 (16.3) 1,855.5 1.22 (0.77) 121.14 ------------------------------------------------------------------------------------------------------- (1.03) (1.03) 26.43 (0.6) 1,333.6 1.31 (0.52) 153.95 ------------------------------------------------------------------------------------------------------- (0.83) (0.83) 27.57 72.9 225.0 1.40 (0.79) 245.69 ------------------------------------------------------------------------------------------------------- (1.27) (1.27) 16.67 35.8 43.3 2.00(9) (1.13)(9) 202.84 ------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------- Institutional Shares $- $- $27.31 17.3% $1,109.3 0.96% (0.55)% 57.36% ------------------------------------------------------------------------------------------------------- - - 23.28 6.1 929.6 0.98(9) (0.59)(9) 26.52 ------------------------------------------------------------------------------------------------------- - - 21.96 (1.3) 829.0 1.00 (0.36) 102.85 ------------------------------------------------------------------------------------------------------- - - 22.24 (16.0) 449.8 1.02 (0.56) 121.14 ------------------------------------------------------------------------------------------------------- (1.03) (1.03) 26.48 (0.4) 212.2 1.08 (0.29) 153.95 ------------------------------------------------------------------------------------------------------- MID CAP VALUE FUND ------------------------------------------------------------------------------------------------------- Investor Shares $(0.24) $(0.24) $14.71 22.6% $132.0 1.42% 0.21% 22.56% ------------------------------------------------------------------------------------------------------- - - 12.22 5.0 77.4 1.59(9) (0.31)(9) 11.90 ------------------------------------------------------------------------------------------------------- - - 11.64 7.6 64.5 1.78 (0.34) 45.55 ------------------------------------------------------------------------------------------------------- (0.08) (0.08) 10.82 (2.4) 22.0 1.95(9) (0.82)(9) 167.70 ------------------------------------------------------------------------------------------------------- - - 11.18 11.8 13.2 1.84(9) (0.52)(9) 40.72 ------------------------------------------------------------------------------------------------------- SMALL CAP FUND ------------------------------------------------------------------------------------------------------- Investor Shares $- $- $15.17 21.1% $166.9 1.28% (0.86)% 60.59% ------------------------------------------------------------------------------------------------------- - - 12.53 5.3 127.9 1.44(9) (1.16)(9) 30.18 ------------------------------------------------------------------------------------------------------- (0.06) (0.06) 11.90 (0.1) 116.0 1.39 (0.98) 127.41 ------------------------------------------------------------------------------------------------------- (0.06) (0.06) 11.99 (13.9) 131.9 1.31 (1.00) 139.72 ------------------------------------------------------------------------------------------------------- (0.66) (0.66) 13.99 0.1 145.4 1.34 (0.68) 147.13 ------------------------------------------------------------------------------------------------------- - - 14.69 32.5 185.4 1.35 (0.79) 193.76 ------------------------------------------------------------------------------------------------------- (0.96) (0.96) 11.09 (17.0) 174.6 1.37 (0.67) 155.38 ------------------------------------------------------------------------------------------------------- SMALL CAP VALUE FUND ------------------------------------------------------------------------------------------------------- Investor Shares $(0.20) $(0.20) $16.68 23.7% $1,071.3 1.17% 0.02% 17.77% ------------------------------------------------------------------------------------------------------- - - 13.67 4.0 775.2 1.20(9) (0.40)(9) 12.20 ------------------------------------------------------------------------------------------------------- (0.50) (0.50) 13.15 1.9 702.5 1.21 (0.21) 49.57 ------------------------------------------------------------------------------------------------------- (0.71) (0.72) 13.48 9.7 623.5 1.20 (0.10) 33.59 ------------------------------------------------------------------------------------------------------- (0.49) (0.54) 13.05 28.8 460.3 1.20 0.45 40.77 ------------------------------------------------------------------------------------------------------- (0.35) (0.38) 10.63 4.2 261.7 1.35 0.60 38.19 ------------------------------------------------------------------------------------------------------- (0.54) (0.54) 10.59 (1.0) 77.8 1.66 (0.45) 49.29 ------------------------------------------------------------------------------------------------------- (9) The ratios of expenses to average net assets and net investment loss to average net assets exclude expenses waived or paid by the Adviser. Absent expenses waived or paid by the Adviser, the ratios of expenses to average net assets and net investment loss to average net assets would have been as follows (periods less than 12 months, where applicable, are annualized): RATIO OF NET RATIO OF INVESTMENT YEAR OR EXPENSES TO INCOME (LOSS) PERIOD AVERAGE TO AVERAGE FUND ENDED NET ASSETS NET ASSETS Mid Cap Investor Shares 9/30/03 1.20% (0.81)% 6/30/99 2.12 (1.25) Mid Cap Institutional Shares 9/30/03 0.98 (0.59) Mid Cap Value Investor Shares 9/30/03 1.63 (0.35) 6/30/02 2.53 (1.40) 6/30/01 5.17 (3.84) Small Cap Investor Shares 9/30/03 1.46 (1.18) Small Cap Value Investor Shares 9/30/03 1.20 (0.41) The accompanying notes are an integral part of the financial statements. 59 ---------- FIFTY-NINE ARTISAN FUNDS, INC. NOTES TO FINANCIAL STATEMENTS - March 31, 2004 (Unaudited) (1) ORGANIZATION: Artisan Funds, Inc. ("Artisan Funds") was incorporated on January 5, 1995, as a Wisconsin corporation and is registered under the Investment Company Act of 1940, as amended. Artisan Funds is a series comprised of seven open- end, diversified mutual funds (each a "Fund" and collectively the "Funds"): FUND NAME INCEPTION DATE - -------------------------------------------------------------------------------- Artisan International Fund ("International Fund" or "International") December 28, 1995 - -------------------------------------------------------------------------------- Artisan International Small Cap Fund ("International Small Cap Fund" or "International Small Cap") December 21, 2001 - -------------------------------------------------------------------------------- Artisan International Value Fund ("International Value Fund" or "International Value") September 23, 2002 - -------------------------------------------------------------------------------- Artisan Mid Cap Fund ("Mid Cap Fund" or "Mid Cap") June 27, 1997 - -------------------------------------------------------------------------------- Artisan Mid Cap Value Fund ("Mid Cap Value Fund" or "Mid Cap Value") March 28, 2001 - -------------------------------------------------------------------------------- Artisan Small Cap Fund ("Small Cap Fund" or "Small Cap") March 28, 1995 - -------------------------------------------------------------------------------- Artisan Small Cap Value Fund ("Small Cap Value Fund" or "Small Cap Value") September 29, 1997 - -------------------------------------------------------------------------------- Each Fund's investment objective is to seek long-term capital growth. Each Fund offers shares of capital stock of the class designated Investor Shares. International Fund and Mid Cap Fund began offering a second class of capital shares, Institutional Shares, effective July 1, 1997 and July 1, 2000, respectively. Institutional Shares are sold to institutional investors meeting certain minimum investment requirements. Each class of shares has equal rights with respect to portfolio assets and voting privileges. Each class has exclusive voting rights with respect to any matters involving only that class. Income, non-class specific expenses and realized and unrealized gains and losses are allocated daily to each class of shares based upon the relative net asset value of outstanding shares. Expenses attributable to a particular class of shares, such as transfer agency fees, shareholder communication expenses and registration fees, are allocated directly to that class. Each class of the Funds has an indefinite number of shares authorized with a $0.01 par value. (2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: The following is a summary of significant accounting policies of the Funds, which are in accordance with accounting principles generally accepted in the United States of America. (a) Security valuation - The net asset value ("NAV") of the shares of each Fund was determined as of the close of regular session trading on the New York Stock Exchange ("NYSE") (usually 3:00 p.m., Central time, but sometimes earlier) each day the NYSE was open for regular session trading. NAV was determined by dividing the value of each Fund's securities and other assets, less its liabilities, by the number of outstanding shares of that Fund. In determining NAV, each equity security traded on a securities exchange was valued at the last current sale price as of the time of valuation on the exchange on which the security is principally traded (the "principal exchange"), or lacking any current reported sale on the principal exchange at the time of valuation, at the most recent bid quotation on the principal exchange, except that securities listed on the London Stock Exchange were valued at the London Stock Exchange official closing price, or lacking an official closing price, at the last current sales price as of the time of valuation on the London Stock Exchange, or if neither the official closing price nor a last current sales price was available, at the mean of the most recent bid and asked quotations as of the time of valuation, and each security traded in the Nasdaq Stock Market ("Nasdaq") was valued at the Nasdaq Official Closing Price ("NOCP"), as determined by Nasdaq, or lacking an NOCP, the last current reported sale price as of the time of valuation on Nasdaq, or lacking any current reported sale on Nasdaq at the time of valuation, at the most recent bid quotation on Nasdaq. Short-term investments maturing within sixty days of the valuation date were valued at amortized cost, which approximates market. Securities for which prices were not readily available were valued by a valuation committee at a fair value determined in good faith under consistently applied procedures established by and under the general 60 - ------- SIXTY - -----------------------------------------------NOTES TO FINANCIAL STATEMENTS---- supervision of the Board of Directors. A price was considered not to be readily available if, among other things, the valuation committee believed that the price determined as described in the preceding paragraph did not reflect a fair value of the security. International Fund, International Small Cap Fund and International Value Fund generally invest a significant portion (and perhaps as much as substantially all of their total assets) in securities traded on a principal exchange outside the United States ("non-U.S. securities") and each of the other Funds has the ability to invest in non-U.S. securities (although they did not do so during the period). The markets in which non-U.S. securities trade are sometimes open on days when the NYSE is not open and the Funds do not calculate their NAVs, and sometimes are not open on days when the Funds do calculate their 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 Funds calculate their NAVs. The Artisan Funds valuation committee concluded that a price determined under the Funds' valuation procedures was not readily available if, among other things, the valuation committee believed 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 determination of NAV ("subsequent events"). A subsequent event might include a company- specific development (for example, announcement of a merger that is made after the close of the local market), a development that might affect an entire market or region (for example, imposition of foreign exchange controls by a foreign government), or a potentially global development (such as a terrorist attack that may be expected to have an impact on investor expectations world-wide). Artisan Funds monitored for subsequent events using several tools, including reviewing changes in the values of certain U.S. market indexes and a statistical model used by the Funds to make broad projections of NAV fluctuation based on changes in certain U.S. market indexes and securities prices weighted to reflect each Fund's geographic weightings. A movement of more than a designated magnitude by any of these tools resulted in a meeting of the Artisan Funds valuation committee, which considered whether a subsequent event had occurred and whether local market closing prices continued to represent fair values for potentially affected non-U.S. securities. (b) Income taxes - No provision has been made for federal income taxes since each Fund intends to i) comply with all provisions of subchapter M of the Internal Revenue Code applicable to regulated investment companies and ii) distribute to its shareholders substantially all of its taxable income as well as net realized gains from the sale of investment securities. The Funds may utilize earnings and profits distributed to shareholders on redemption of Fund shares as part of the dividends paid deduction. (c) Portfolio transactions - Security and shareholder transactions are recorded on trade date. Net realized gains and losses on securities are computed on specific security lot identification. (d) Foreign currency translation - Values of investments denominated in foreign currencies are converted into U.S. dollars using a spot market rate of exchange on the day of valuation. Purchases and sales of investments and dividend and interest income are translated to U.S. dollars using a spot market rate of exchange prevailing on the respective dates of such transactions. The portion of security gains or losses resulting from changes in foreign exchange rates is included with net realized and unrealized gain or loss from investments, as appropriate, for both financial reporting and tax purposes. International Fund, International Small Cap Fund and International Value Fund may enter into forward currency contracts to hedge the foreign currency exposure on open payables and receivables. The forward currency contracts are recorded at market value and any related realized and unrealized gains and losses are reported as foreign currency related transactions for financial reporting purposes. For tax purposes, these foreign exchange gains and losses are treated as ordinary income or loss. International Fund, International Small Cap Fund and International Value Fund could be exposed to loss if the counterparties fail to perform under these contracts. 61 ---------- SIXTY-ONE - ----NOTES TO FINANCIAL STATEMENTS----------------------------------------------- (e) Repurchase agreements - Each Fund may enter into repurchase agreements with institutions that Artisan Partners Limited Partnership (the "Adviser") has determined are creditworthy pursuant to criteria adopted by the Funds' Board of Directors. Repurchase agreements are recorded at cost and are collateralized in an amount greater than or 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. (f) Securities lending - Each Fund may enter into securities lending transactions with borrowers approved by the Funds' Board of Directors. Income from securities lending transactions is included in Other income on the Statement of Operations. International Fund earned income from securities lending transactions as follows: PERIOD ENDED PERIOD ENDED YEAR ENDED 3/31/04 9/30/03 6/30/03 ---------------------------------------------------------------------- International Fund $113,385 $185,160 $2,995,772 As of March 31, 2004 there were no securities on loan. Each Fund's risks in entering into securities lending arrangements are that the borrower may not provide additional collateral when required, return the securities when due, or, if the borrower defaults, the Fund may experience delays in selling collateral or the collateral may not be sufficient to cover the value of securities lent. (g) Commission recapture - Each of the Artisan Funds may direct portfolio trades, subject to obtaining best price and execution, to various brokers who have agreed to rebate a portion of the commissions generated. Such rebates are made directly to the applicable Fund as cash payments and are included in Other income on the Statements of Operations as follows: PERIOD ENDED PERIOD ENDED FUND 3/31/04 9/30/03 ---------------------------------------------------------------------- International $1,709,236 $ 226,962 International Small Cap 69,303 - International Value 13,115 - Mid Cap 376,769 - Mid Cap Value - 7,032 Small Cap 11,519 - Small Cap Value 67,190 9,039 (h) Use of estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates. (i) Indemnifications - In the normal course of business, the Funds enter into contracts in which the Funds agree to indemnify the other party or parties against various potential costs or liabilities. The Funds' maximum exposure under these arrangements is unknown. No claim has been made for indemnification pursuant to any such agreement. (j) Other - Dividend income less foreign taxes withheld, if any, is recorded on the ex-dividend date, except that certain dividends from private placements and foreign securities are recorded as soon as the information becomes available to the Funds. Interest income is reported on the accrual basis. Distributions to shareholders are recorded on the ex-dividend date. Expenses attributable to the Funds are generally allocated to each Fund based on net assets. Expenses attributable to a particular Fund are allocated directly to that Fund. 62 - ---------- SIXTY-TWO The character of income and net realized gains and losses may differ for financial statement and tax purposes and may result in reclassification of permanent differences among certain capital accounts. International Small Cap Fund and International Value Fund generally impose a 2% redemption fee on shares held 90 days or less. These redemption fees are recorded as a reduction in the cost of shares redeemed. (3) TRANSACTIONS WITH AFFILIATES: The Adviser, with which the officers and certain directors of Artisan Funds are affiliated, provides investment advisory and administrative services to the Funds. In exchange for these services, each Fund (with the exception of International Small Cap Fund) pays a monthly management fee to the Adviser as follows: Average Daily Net Assets Annual Rate ------------------------ ----------- Less than $500 million 1.000% $500 million to $750 million 0.975 $750 million to $1 billion 0.950 Greater than $1 billion 0.925 International Small Cap Fund pays a monthly management fee to the Adviser at an annual rate of 1.250% of average daily net assets. Shares of Artisan Funds are offered for sale by Artisan Distributors LLC ("Distributors"). Distributors is wholly-owned by the Adviser. All distribution expenses relating to the Funds are paid by the Adviser. Each Fund also incurs other expenses for services such as maintaining shareholder records and furnishing shareholder statements and reports. The Adviser has voluntarily undertaken to waive or reimburse International Value Fund for any ordinary operating expenses in excess of 2.00% of average daily net assets annually. For the periods ended March 31, 2004 and September 30, 2003 and year ended June 30, 2003, these waivers and reimbursements totaled $0, $39,758 and $124,348, respectively. During the period ended September 30, 2003, the Adviser agreed to reimburse expenses related to the change in the Funds' fiscal year from June 30 to September 30. These reimbursements are reflected in the Statements of Operations for the period ended September 30, 2003. Each director who is not an interested person of Artisan Funds or the Adviser receives an annual retainer of $60,000, plus a fee for each board or committee meeting attended (other than a committee meeting held on the same day as a board meeting) of $3,000 for an in-person meeting and $500 for a telephonic meeting as well as reimbursement of expenses related to his duties as a director of Artisan Funds. In addition, each chairman of a board committee who is a non-interested director and each non-interested director performing services deemed by the board to be substantially equivalent to those of a committee chair receives a supplemental annual retainer of $5,000. These fees are generally allocated to each Fund in proportion to the Funds' net assets. (4) ORGANIZATIONAL COSTS: Organizational costs incurred prior to July 1, 1998 are amortized over sixty months. These expenses were paid by the Adviser and have been reimbursed by the Funds over the same time period. (5) LINE OF CREDIT ARRANGEMENTS: Artisan Funds is party to a line of credit agreement with State Street Bank and Trust Company, under which each Fund may borrow up to the lesser of (a) $75 million or (b) the lesser of (i) 10% of its total assets (after giving effect to the loan) or (ii) the maximum amount the Fund may borrow under the Investment Company Act, the 63 ------------ SIXTY-THREE - ----NOTES TO FINANCIAL STATEMENTS----------------------------------------------- limitations included in the Fund's prospectus, or any limit or restriction under any law or regulation to which the Fund is subject or any agreement to which the Fund or Artisan Funds is a party; provided that the aggregate borrowings by all Funds may not exceed $100 million. Artisan Funds pays a commitment fee at the annual rate of 0.10% on the unused portion of the line of credit. This fee is allocated to each Fund based on relative net assets. Interest is charged on any borrowings at the current Federal Funds rate plus 0.50%. The use of the line of credit is generally restricted to temporary borrowing for extraordinary or emergency purposes. There were minimal borrowings under the line of credit during the period ended March 31, 2004 and the year ended June 30, 2003. There were no borrowings under the line of credit during the period ended September 30, 2003. (6) INVESTMENT TRANSACTIONS: The cost of securities purchased and the proceeds from the sale of securities (excluding short-term securities) for the period ended March 31, 2004 were as follows: FUND SECURITY PURCHASES SECURITY SALES ---------------------------------------------------------------------- International $3,020,474,794 $3,573,910,335 ---------------------------------------------------------------------- International Small Cap 296,876,877 203,213,688 ---------------------------------------------------------------------- International Value 73,100,815 6,042,092 ---------------------------------------------------------------------- Mid Cap 2,853,142,732 2,344,346,665 ---------------------------------------------------------------------- Mid Cap Value 53,683,282 21,854,872 ---------------------------------------------------------------------- Small Cap 101,853,779 86,416,902 ---------------------------------------------------------------------- Small Cap Value 265,588,549 158,253,583 ---------------------------------------------------------------------- (7) TRANSACTIONS IN SECURITIES OF AFFILIATES: If one or more of the Funds owns, in the aggregate, 5% or more of the outstanding voting securities of a portfolio company, that company is deemed to be an affiliate of the Funds under the Investment Company Act of 1940. During the period ended March 31, 2004, the Funds held securities of affiliates or purchased and sold securities of affiliates in open market transactions and received dividends from affiliates as summarized below: 3/31/04 SHARE ------------------------- BALANCE PURCHASE SALES REALIZED DIVIDEND SHARE FUND SECURITY 9/30/03 COST COST GAIN/(LOSS) INCOME BALANCE VALUE - ------------------------------------------------------------------------------------------------------------------------------------ INTERNATIONAL Clariant AG 8,999,193 $5,521,021 $18,846,723 $(7,923,084) $- 8,590,222 $121,337,521 - ------------------------------------------------------------------------------------------------------------------------------------ Imperial Chemical Industries PLC 59,764,246 - 55,995,084 (17,624,550) 3,064,723 48,099,946 199,846,558 - ------------------------------------------------------------------------------------------------------------------------------------ Rhodia S.A.(1) 9,177,312 - 30,717,066 (20,866,332) - 6,353,129 19,758,251 - ------------------------------------------------------------------------------------------------------------------------------------ INTERNATIONAL Banco Latinoamericano 1,458,614 494,576 - - 148,991 1,489,914 27,116,435 SMALL CAP de Exportaciones, S.A., E Shares - ------------------------------------------------------------------------------------------------------------------------------------ Clariant AG 265,600 502,646 - - - 300,600 4,245,997 - ------------------------------------------------------------------------------------------------------------------------------------ Fine Tec Corporation(2) - 5,538,782 - - - 1,073,500 4,887,845 - ------------------------------------------------------------------------------------------------------------------------------------ SMALL CAP National Dentex 189,900 728,857 - - - 224,500 6,106,400 VALUE Corporation(3) - ------------------------------------------------------------------------------------------------------------------------------------ PICO Holdings, Inc.(2)(3)550,800 1,487,525 - - - 647,900 10,644,997 - ------------------------------------------------------------------------------------------------------------------------------------ Stewart Information Services Corporation(2) 737,600 5,156,139 432,970 11,901 381,846 880,600 34,607,580 - ------------------------------------------------------------------------------------------------------------------------------------ (1) Issuer was no longer an affiliate as of March 31, 2004. (2) Issuer was not an affiliate as of September 30, 2003. (3) Non-income producing security. 64 - ---------- SIXTY-FOUR - -----------------------------------------------NOTES TO FINANCIAL STATEMENTS---- (8) INFORMATION FOR FEDERAL INCOME TAX PURPOSES: 9/30/03 GROSS GROSS NET APPRECIATION ------------------------------ COST OF UNREALIZED UNREALIZED (DEPRECIATION) UNDISTRIBUTED UNDISTRIBUTED FUND INVESTMENTS APPRECIATION DEPRECIATION ON INVESTMENTS ORDINARY INCOME LONG-TERM GAIN ------------------------------------------------------------------------------------------------------------------------------- International $8,529,485,226 $1,952,994,094 $(292,400,114) $1,660,593,980 $101,850,701 $ - ------------------------------------------------------------------------------------------------------------------------------- International Small Cap 455,655,681 136,959,270 (6,284,982) 130,674,288 7,887,377 743,211 ------------------------------------------------------------------------------------------------------------------------------- International Value 95,548,247 12,260,591 (173,046) 12,087,545 828,246 - ------------------------------------------------------------------------------------------------------------------------------- Mid Cap 3,967,657,284 787,128,986 (34,556,084) 752,572,902 - - ------------------------------------------------------------------------------------------------------------------------------- Mid Cap Value 105,924,245 25,853,256 (288,841) 25,564,415 430,440 237,214 ------------------------------------------------------------------------------------------------------------------------------- Small Cap 137,564,065 30,675,979 (2,606,762) 28,069,217 - - ------------------------------------------------------------------------------------------------------------------------------- Small Cap Value 790,199,154 281,778,238 (3,114,708) 278,663,530 - - ------------------------------------------------------------------------------------------------------------------------------- The difference between cost amounts for financial reporting and tax purposes is due primarily to timing differences in recognizing certain gains and losses on security transactions. The tax basis of dividends and long-term capital gain distributions paid during the period ended March 31, 2004 and year ended June 30, 2003, capital loss carryovers as of September 30, 2003 and capital loss carryovers utilized during the period ended September 30, 2003 are as follows: PERIOD ENDED PERIOD ENDED 3/31/04 YEAR ENDED 6/30/03 9/30/03 9/30/03 ----------------------------------------------------------------------------------------------------------- ORDINARY LONG-TERM ORDINARY LONG-TERM NET CAPITAL CAPITAL LOSS CAPITAL LOSS INCOME CAPITAL GAIN INCOME CAPITAL GAIN LOSS CARRYOVER CARRYOVER FUND DIVIDENDS DISTRIBUTIONS DIVIDENDS DISTRIBUTIONS CARRYOVERS(1) EXPIRATION UTILIZED --------------------------------------------------------------------------------------------------------------------------------- INTERNATIONAL $101,887,241 $ - $50,243,215 $ - $116,228,014 2008 $ - 694,241,382 2009 384,841,928 2010 202,299,105 2011 --------------------------------------------------------------------------------------------------------------------------------- INTERNATIONAL SMALL CAP 12,868,473 3,959,034 236,073 - - - --------------------------------------------------------------------------------------------------------------------------------- INTERNATIONAL VALUE(2) 828,575 - - - - - --------------------------------------------------------------------------------------------------------------------------------- MID CAP - - - - 166,421,032 2009 11,589,556 333,252,323 2010 --------------------------------------------------------------------------------------------------------------------------------- MID CAP VALUE 920,430 679,381 - - - 406,002 --------------------------------------------------------------------------------------------------------------------------------- SMALL CAP - - - 629,095 13,948,829 2010 - 3,601,756 2011 --------------------------------------------------------------------------------------------------------------------------------- SMALL CAP VALUE 2,241,194 9,542,404 6,321,911 16,278,465 1,664,820 2010 7,210,055 --------------------------------------------------------------------------------------------------------------------------------- (1) Capital gain distributions will resume in the future to the extent gains are realized in excess of the available carryforwards. (2) Commencement of operations - September 23, 2002. There were no dividends or long-term capital gain distributions paid during the period ended September 30, 2003. 65 ---------- SIXTY-FIVE - ----NOTES TO FINANCIAL STATEMENTS----------------------------------------------- (9) FUND SHARE ACTIVITIES: Capital share transactions for the Funds were as follows: INTERNATIONAL INTERNATIONAL SMALL CAP ============================== =============== Investor Institutional Investor Period ended March 31, 2004 Shares Shares Shares ====================================== ============================== =============== Proceeds from shares issued............. $1,729,934,735 $187,949,605 $142,007,008 Net asset value of shares issued in reinvestment of dividends and distributions ................... 54,530,763 38,442,969 16,704,120 Cost of shares redeemed.................(2,119,420,366) (422,639,866) (57,122,860)(1) ------------------------------ ---------------- Net increase (decrease) from fund share transactions ................... $(334,954,868) $(196,247,292) $101,588,268 ============================== =============== Shares sold............................. 93,240,540 10,027,709 9,369,244 Shares issued in reinvestment of dividends and distributions ....... 3,107,166 2,183,019 1,141,772 Shares redeemed......................... (115,461,161) (22,912,943) (3,650,961) ------------------------------ ---------------- Net increase (decrease) in capital shares .................... (19,113,455) (10,702,215) 6,860,055 ============================== =============== INTERNATIONAL INTERNATIONAL SMALL CAP ============================== =============== Investor Institutional Investor Period ended September 30, 2003 Shares Shares Shares ====================================== ============================== =============== Proceeds from shares issued............. $1,653,682,408 $222,370,761 $118,234,351 Net asset value of shares issued in reinvestment of dividends and distributions ................... - - - Cost of shares redeemed.................(1,607,024,622) (24,062,048) (7,725,918)(3) ------------------------------ ---------------- Net increase (decrease) from fund share transactions ................... $ 46,657,786 $198,308,713 $110,508,433 ============================== =============== Shares sold............................. 102,140,758 13,738,314 9,146,005 Shares issued in reinvestment of dividends and distributions ....... - - - Shares redeemed......................... (98,579,720) (1,477,132) (592,457) ------------------------------ ---------------- Net increase (decrease) in capital shares .................... 3,561,038 12,261,182 8,553,548 ============================== =============== (1) Net of redemption fees of $57,335. (2) Net of redemption fees of $2,307. (3) Net of redemption fees of $48,643. (4) Net of redemption fees of $509. 66 - ---------- SIXTY-SIX INTERNATIONAL SMALL CAP VALUE MID CAP MID CAP VALUE SMALL CAP VALUE ============================================================================================ Investor Investor Institutional Investor Investor Investor Period ended March 31, 2004 Shares Shares Shares Shares Shares Shares ==================================================================================================================================== Proceeds from shares issued............. $78,813,618 $1,000,175,050 $53,818,266 $44,142,437 $23,239,049 $198,052,265 Net asset value of shares issued in reinvestment of dividends and distributions ................... 788,115 - - 1,567,572 - 10,992,907 Cost of shares redeemed................. (3,760,960)(2) (438,235,442) (39,446,124) (9,407,562) (11,307,171) (90,056,597) -------------------------------------------------------------------------------------------- Net increase (decrease) from fund share transactions ................... $75,840,773 $561,939,608 $14,372,142 $36,302,447 $11,931,878 $118,988,575 ============================================================================================ Shares sold............................. 4,677,017 38,636,194 2,175,557 3,203,775 1,584,631 12,522,986 Shares issued in reinvestment of dividends and distributions ....... 52,262 - - 121,706 - 747,307 Shares redeemed......................... (224,817) (16,838,970) (1,481,484) (686,864) (787,003) (5,716,249) -------------------------------------------------------------------------------------------- Net increase (decrease) in capital shares .................... 4,504,462 21,797,224 694,073 2,638,617 797,628 7,554,044 ============================================================================================ INTERNATIONAL SMALL CAP VALUE MID CAP MID CAP VALUE SMALL CAP VALUE ============================================================================================ Investor Investor Institutional Investor Investor Investor Period ended September 30, 2003 Shares Shares Shares Shares Shares Shares ==================================================================================================================================== Proceeds from shares issued............. $5,774,285 $320,410,216 $56,462,660 $15,855,003 $10,625,353 $74,751,717 Net asset value of shares issued in reinvestment of dividends and distributions ................... - - - - - - Cost of shares redeemed................. (341,232)(4) (161,733,175) (6,856,490) (6,347,808) (4,865,543) (29,674,829) -------------------------------------------------------------------------------------------- Net increase (decrease) from fund share transactions ................... $5,433,053 $158,677,041 $49,606,170 $9,507,195 $5,759,810 $45,076,888 ============================================================================================ Shares sold............................. 421,672 13,957,902 2,468,566 1,323,657 839,721 5,442,976 Shares issued in reinvestment of dividends and distributions ....... - - - - - - Shares redeemed......................... (25,017) (7,041,572) (296,096) (529,220) (385,700) (2,163,557) -------------------------------------------------------------------------------------------- Net increase (decrease) in capital shares .................... 396,655 6,916,330 2,172,470 794,437 454,021 3,279,419 ============================================================================================ 67 ------------ SIXTY-SEVEN - ----NOTES TO FINANCIAL STATEMENTS----------------------------------------------- (9) FUND SHARE ACTIVITIES (CONTINUED): Capital share transactions for the Funds were as follows: INTERNATIONAL INTERNATIONAL SMALL CAP ============================== =============== Investor Institutional Investor Period ended June 30, 2003 Shares Shares Shares ====================================== ============================== =============== Proceeds from shares issued.............$ 6,609,449,427 $1,265,372,555 $156,597,326 Net asset value of shares issued in reinvestment of dividends and distributions ................... 29,416,168 16,663,234 233,838 Cost of shares redeemed.................(6,063,741,583) (141,139,765) (24,518,197)(1) ------------------------------ ---------------- Net increase (decrease) from fund share transactions ................... $ 575,124,012 $1,140,896,024 $132,312,967 ============================== =============== Shares sold............................. 448,720,763 84,658,208 15,036,137 Shares issued in reinvestment of dividends and distributions ....... 1,986,215 1,121,348 24,615 Shares redeemed......................... (410,530,756) (9,434,864) (2,445,304) ------------------------------ ---------------- Net increase (decrease) in capital shares .................... 40,176,222 76,344,692 12,615,448 ============================== =============== (1) Net of redemption fees of $76,057. (2) For the period from commencement of operations (September 23, 2002) to June 30, 2003. (3) Net of redemption fees of $578. (10) CHANGE IN INDEPENDENT AUDITORS The Board of Directors and the audit committee of the Board of Directors recommended and approved Ernst & Young LLP as the Funds' independent auditors on August 26, 2003. PricewaterhouseCoopers LLP previously served as the Funds' independent auditors. There were no disagreements with the previous independent auditors and an unqualified opinion was issued on the June 30, 2003 financial statements of Artisan Funds. (11) LITIGATION Artisan Funds and the Adviser are defendants in a lawsuit that seeks certification of a plaintiff class consisting of all persons in the United States who held shares in International Fund for a period of more than 14 days during the five years prior to the filing of the lawsuit. The suit seeks compensatory and punitive damages, as well as interest, costs and attorney's fees. The lawsuit alleges, in summary, that Artisan Funds and the Adviser exposed long-term International Fund shareholders to trading by market timers by allegedly (a) failing to properly evaluate daily whether a significant event affecting the value of International Fund's securities had occurred after foreign markets had closed but before the calculation of the Fund's NAV; (b) failing to implement the Fund's portfolio valuation and share pricing policies and procedures; (c) allowing portfolio valuation and share policies and procedures that benefited market timers at the expense of long-term shareholders; and (d) failing to know and implement applicable rules and regulations concerning the calculation of NAV. Artisan Funds and the Adviser intend to defend the lawsuit vigorously. Artisan Funds does not believe that the pending action will have a material affect on the financial statements of any Fund. 68 - ----------- SIXTY-EIGHT INTERNATIONAL SMALL CAP VALUE MID CAP MID CAP VALUE SMALL CAP VALUE ============================================================================================ Investor Investor Institutional Investor Investor Investor Period ended June 30, 2003 Shares Shares Shares Shares Shares Shares ==================================================================================================================================== Proceeds from shares issued............. $14,046,764 $1,165,389,769 $364,499,717 $ 48,987,982 $ 53,637,048 $ 218,256,845 Net asset value of shares issued in reinvestment of dividends and distributions ................... - - - - 615,881 21,684,627 Cost of shares redeemed................. (266,341)(3) (740,991,149) (18,264,478) (12,530,971) (66,435,862) (153,690,612) -------------------------------------------------------------------------------------------- Net increase (decrease) from fund share transactions ................... $13,780,423 $ 424,398,620 $346,235,239 $36,457,011 $(12,182,933) $ 86,250,860 ============================================================================================ Shares sold............................. 1,275,274 58,902,392 18,444,267 4,746,201 5,277,657 18,453,943 Shares issued in reinvestment of dividends and distributions ....... - - - - 62,909 1,946,555 Shares redeemed......................... (23,302) (37,879,947) (921,013) (1,238,891) (6,597,238) (13,245,797) -------------------------------------------------------------------------------------------- Net increase (decrease) in capital shares .................... 1,251,972 21,022,445 17,523,254 3,507,310 (1,256,672) 7,154,701 ============================================================================================ 69 ---------- SIXTY-NINE - ----PROXY VOTING POLICIES AND PROCEDURES---------------------------------------- You may obtain a description of the Artisan Funds' proxy voting policies and procedures, without charge, upon request by calling 800.344.1770. That information also is included in Artisan Funds' statement of additional information, which is available on the Securities and Exchange Commission's website at http://www.sec.gov. - ----NOTES ON MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE------------------------ The discussions of each Fund included in this Semi-Annual Report include statistical information about the portfolios of each of the Artisan Funds. Except as otherwise noted, that information is as of March 31, 2004; it varies with changes in a Fund's portfolio investments. The performance information for each Fund relative to its benchmark index discussed in this Report was prepared by the Adviser using information reported by FactSet Databases. Artisan Funds may consider an issuer to be from a particular country if (i) its principal securities trading market is in that country; (ii) alone or on a consolidated basis it derives more of its annual revenue from goods produced, sales made or services performed in that country than any other country; or (iii) it is organized under the laws of, or has a principal office in that country. By applying these tests, it is possible that Artisan Funds could deem a particular issuer to be from more than one country. DEFINITIONS OF PORTFOLIO STATISTICS MARKET CAPITALIZATION is the aggregate value of all a company's outstanding common stock. Market capitalization is calculated by FactSet using the price as of the most recent month-end multiplied by the number of shares outstanding as shown in the financial statements of the issuer. MEDIAN MARKET CAP provides a measure of the market capitalization value of the companies in a portfolio. Equal numbers of companies in the portfolio have market capitalizations higher and lower than the median. WEIGHTED AVERAGE MARKET CAP is the average of the market capitalizations of the companies in the portfolio weighted by the size of each company's position within the portfolio. WEIGHTED AVERAGE GROWTH RATE is the average of the 3-5 year forecasted growth rates of each company in the portfolio, weighted by the size of the company's position within the portfolio. MEDIAN PRICE/BOOK VALUE measures the median ratio of portfolio stock prices to each stock's book value of equity per share. WEIGHTED HARMONIC AVERAGE P/E measures the price/earnings ratio of the Fund, excluding negative earners, weighted by the size of the company's position within the portfolio. The earnings figures used are estimates for the current calendar year. MEDIAN P/E measures the median ratio of the portfolio stock prices to each stock's earnings. The earnings figures used are estimates for the current calendar year. DESCRIPTIONS OF INDICES Each Fund's performance is compared in this report to changes in at least two indices - a broad-based index of changes in prices of securities in the market in which the Fund invests and a peer group index of other mutual funds that are categorized by Lipper, Inc., an independent monitor of mutual fund performance, in the same general category as the Fund. All of the indices are unmanaged and their returns include reinvested dividends. Unlike the Funds' returns, the returns of each index, except each Lipper index, do not include the payment of sales commissions or other expenses that would be incurred in the purchase or sale of the securities included in that index. 70 -------- SEVENTY - ------------------------NOTES ON MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE---- The indices to which the Funds are compared are: ARTISAN INTERNATIONAL, ARTISAN INTERNATIONAL SMALL CAP AND ARTISAN INTERNATIONAL VALUE FUNDS - MORGAN STANLEY CAPITAL INTERNATIONAL EAFE/R INDEX (EAFE) is a market-weighted index of companies in developed markets, excluding the U.S. and Canada. EAFE's average annual return since inception of the International Fund is based upon a starting date of December 31, 1995. ARTISAN INTERNATIONAL SMALL CAP FUND - MORGAN STANLEY CAPITAL INTERNATIONAL EAFE/R SMALL CAP INDEX is a market-weighted index of small companies in developed markets, excluding the U.S. and Canada. ARTISAN INTERNATIONAL VALUE FUND - MORGAN STANLEY CAPITAL INTERNATIONAL EAFE/R VALUE INDEX is a market-weighted index of companies in developed markets, excluding the U.S. and Canada, with lower price-to-book ratios. ARTISAN MID CAP FUND - RUSSELL MIDCAP/R INDEX is a market-weighted index of about 800 medium-sized U.S. companies. The RUSSELL MIDCAP/R GROWTH INDEX is a market-weighted index of those medium-sized companies included in the Russell Midcap/R Index with higher price-to-book ratios and higher forecasted growth values. ARTISAN MID CAP VALUE FUND - RUSSELL MIDCAP/R INDEX is a market-weighted index of about 800 medium-sized U.S. companies. The RUSSELL MIDCAP/R VALUE INDEX is a market-weighted index of those medium-sized companies included in the Russell Midcap/R Index with lower price-to-book ratios and lower forecasted growth values. ARTISAN SMALL CAP FUND - RUSSELL 2000/R INDEX is a market-weighted index of about 2,000 small U.S. companies. RUSSELL 2000/R GROWTH INDEX is a market- weighted index of those small companies included in the Russell 2000/R Index with higher price-to-book ratios and higher forecasted growth values. ARTISAN SMALL CAP VALUE FUND - RUSSELL 2000/R INDEX is a market-weighted index of about 2,000 small U.S. companies. The RUSSELL 2000/R VALUE INDEX is a market- weighted index of those small companies included in the Russell 2000/R Index with lower price-to-book ratios and lower forecasted growth values. Each LIPPER INDEX, except the Lipper International Small-Cap Funds Index, reflects the net asset weighted returns of the 30 largest mutual funds tracked by Lipper in the category reflected in the name of the index. The Lipper International Small-Cap Funds Index reflects the net asset value weighted return of the ten largest international small-cap funds tracked by Lipper. Artisan International Fund, Artisan Mid Cap Fund and Artisan Small Cap Value Fund are included in their respective Lipper indices. TRADEMARKS Trademarks and copyrights relating to the indices and products of portfolio companies mentioned in this report are owned by their respective owners. Except as otherwise indicated, the trademarks, including names, logos, slogans and service marks appearing in this report are the property of Artisan Partners Limited Partnership and may not be copied, reproduced, published or in any way used without written permission. 71 ----------- SEVENTY-ONE [LOGO] ARTISAN FUNDS P.O. BOX 8412 BOSTON, MA 02266-8412 800.344.1770 WWW.ARTISANFUNDS.COM 5/28/04 - A4060 ------------------------ [LOGO] ARTISAN ------------------------ ------------------------ SEMI-ANNUAL REPORT MARCH 31, 2004 ------------------------ ARTISAN INTERNATIONAL FUND ------------ ARTISAN MID CAP FUND ------------ Institutional Shares ------------------------ ARTISAN FUNDS, INC. INSTITUTIONAL SHARES - -----------------------------------------------------------TABLE OF CONTENTS---- - --------------------------------------- 02 MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE - --------------------------------------- 02 Artisan International Fund - --------------------------------------- 06 Artisan Mid Cap Fund - --------------------------------------- - --------------------------------------- 10 SCHEDULES OF INVESTMENTS - --------------------------------------- 10 Artisan International Fund - --------------------------------------- 12 Artisan Mid Cap Fund - --------------------------------------- - --------------------------------------- 15 STATEMENTS OF ASSETS & LIABILITIES - --------------------------------------- - --------------------------------------- 16 STATEMENTS OF OPERATIONS - --------------------------------------- - --------------------------------------- 17 STATEMENTS OF CHANGES IN NET ASSETS - --------------------------------------- - --------------------------------------- 18 FINANCIAL HIGHLIGHTS - --------------------------------------- - --------------------------------------- 20 NOTES TO FINANCIAL STATEMENTS - --------------------------------------- - --------------------------------------- 27 PROXY VOTING POLICIES AND PROCEDURES - --------------------------------------- - --------------------------------------- 27 NOTES ON MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE - --------------------------------------- - -------------------------------------------------------------------------------- ARTISAN FUNDS P.O. BOX 8412 BOSTON, MA 02266-8412 This report and the unaudited financial statements contained herein are provided for the general information of the shareholders of Artisan International Fund and Artisan Mid Cap Fund, Institutional Shares. This report is not authorized for distribution to prospective investors unless preceded or accompanied by an effective prospectus. For more complete information on the Funds, including fees and expenses, please call 800.399.1770 for a free prospectus. Read it carefully before you invest or send money. Company discussions are for illustration only and are not intended as recommendations of individual stocks. The discussions present information about the companies believed to be accurate, and the views of the portfolio managers, as of March 31, 2004. That information and those views may change and the Funds disclaim any obligation to advise shareholders of any such changes. Artisan Funds offered through Artisan Distributors LLC, member NASD. ARTISAN INTERNATIONAL FUND INSTITUTIONAL SHARES - ----HIGHLIGHTS------------------------------------------------------------------ o During the six months ended March 31, 2004, Artisan International Fund outperformed the MSCI EAFE/R Index. o Our stock selections in the technology sector and media industry were the primary reasons for our outperformance. o The Swiss equity market trailed the broader average and our overweight position, compared to the MSCI EAFE/R Index, detracted from our relative returns. - ----INVESTMENT APPROACH--------------------------------------------------------- We use a bottom-up investment process to construct a portfolio of international growth companies of all market capitalizations. The investment team conducts its own fundamental analysis with particular emphasis on: 1) Well-managed companies focused on increasing shareholder value; 2) Sustainable growth prospects; 3) Reasonable valuations; 4) Dominant or increasing market shares or direct exposure to an identified theme. - ----PERFORMANCE REVIEW---------------------------------------------------------- The halfway point of our fiscal year marked the end of a strong twelve months for stocks. The Fund returned almost 60% and outpaced its benchmark, the MSCI EAFE/R Index, and peers, as measured by the Lipper International Fund Index. FUND STATISTICS Net Assets.................................. $10.2 Bil. Number of Holdings................................. 109 Weighted Avg. Market Cap.................... $26.8 Bil. Weighted Avg. Growth Rate (3-5 yr)............... 10.8% Weighted Harmonic Avg. P/E (2004E)............... 17.2X Source: Factset/Artisan Partners. All statistics are as of 3/31/04. GROWTH OF AN ASSUMED $10,000 INVESTMENT (7/1/97 to 3/31/04) [CHART APPEARS HERE] ARTISAN INTERNATIONAL FUND - INSTITUTIONAL SHARES ($19,331) MSCI EAFE/R Index ($11,428) Lipper International Funds Index ($12,372) ARTISAN INTERNATIONAL Lipper FUND - MSCI International INSTITUTIONAL EAFE/R Funds SHARES Index Index ------ ------ ------ 7/1/97 (Inception of Institutional Shares) 10,000 10,000 10,000 10,166 9,930 10,192 12/97 9,525 9,152 9,412 11,453 10,498 10,808 12,440 10,610 10,900 10,094 9,102 9,180 12/98 12,621 10,982 10,604 14,045 11,135 10,740 14,632 11,418 11,336 15,375 11,919 11,718 12/99 22,927 13,943 14,616 26,985 13,929 14,706 24,285 13,377 14,015 21,601 12,298 12,986 12/00 20,544 11,968 12,464 17,917 10,324 10,838 18,329 10,188 10,902 15,768 8,789 9,272 12/01 17,322 9,402 10,055 17,472 9,449 10,302 17,134 9,249 10,107 13,478 7,424 8,125 12/02 14,077 7,903 8,665 12,096 7,254 7,902 14,892 8,652 9,460 15,764 9,355 10,207 18,218 10,953 11,784 3/04 19,331 11,428 12,372 AVERAGE ANNUAL TOTAL RETURNS (as of 3/31/04) - -------------------------------------------------------------------------------- SINCE FUND / INDEX 1-YEAR 5-YEAR INCEPTION - -------------------------------------------------------------------------------- Artisan International Fund 59.82% 6.60% 10.26% - -------------------------------------------------------------------------------- MSCI EAFE/R Index 57.54 0.52 2.00 - -------------------------------------------------------------------------------- Lipper International Funds Index 56.57 2.87 3.20 - -------------------------------------------------------------------------------- THE PERFORMANCE QUOTED REPRESENTS PAST PERFORMANCE, WHICH DOES NOT GUARANTEE FUTURE RESULTS. THE INVESTMENT RETURN AND PRINCIPAL VALUE OF AN INVESTMENT IN THE FUND WILL FLUCTUATE, SO THAT AN INVESTOR'S SHARES IN THE FUND, WHEN REDEEMED, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST. CURRENT PERFORMANCE MAY BE LOWER OR HIGHER THAN THE PERFORMANCE DATA QUOTED. FOR MONTH- END PERFORMANCE INFORMATION, CALL 800.399.1770. INTERNATIONAL FUND'S PERFORMANCE INFORMATION SHOWN DOES NOT REFLECT THE DEDUCTION OF A 2% REDEMPTION FEE ON SHARES HELD BY AN INVESTOR FOR 90 DAYS OR LESS AND, IF REFLECTED, THE FEE WOULD REDUCE THE PERFORMANCE QUOTED. THE REDEMPTION FEE WAS EFFECTIVE MAY 1, 2004. See page 27 for a description of each index. 02 ---- TWO - --------------------------------------------------ARTISAN INTERNATIONAL FUND---- INVESTING ENVIRONMENT AND PERFORMANCE DISCUSSION During the six months ended March 31, 2004, international equity markets continued to add to the gains that began roughly twelve months prior to the period end. Returns were supported by low interest rates around the globe, tax cuts in the U.S. and advancing earnings. Virtually every area of the market advanced, but the leaders were small-caps, many emerging markets and value- oriented stocks. The U.S. dollar weakened against a range of currencies, which enhanced absolute returns for domestic investors with securities denominated in those currencies. Late in the period, the Madrid terrorist attacks, uncertainty after the elections in Taiwan and continued tension in the Middle East caused some pause in the markets, but the reaction was not strong enough to erase the strength of the returns. We benefited from the strength of our stock selection during the period. Leading contributors were our media selections, technology stocks and financials holdings. We were hurt by our exposure to certain consumer industries and our chemicals stocks. On a country basis, we added value to returns due to our investments in certain emerging markets and Japan, while our investments in Switzerland were a drag on results as the Swiss market did not perform as well as the broader average. SECTOR REVIEW The consumer sectors together remain our largest weighting relative to the MSCI EAFE/R Index, although we did trim our exposure. The media industry was a strong contributor to performance. However, relative to the benchmark, the returns of our clothing retailers, food retailers, food products and beverage companies detracted from those gains. The market favored other industries and a few of our larger positions were weak. In the media industry, leading performers in the Fund were JCDecaux S.A., Promotora de Informaciones S.A. (Prisa) and ITV PLC. JCDecaux, the French outdoor advertising company, improved profitability by lowering spending and its success in doing so was affirmed by speculation of a possible merger of its outdoor operations with Viacom of the U.S. Prisa, a Spanish media company, benefited from solid sales growth and expanded profitability due to restructuring and cost cutting. British media company ITV was formed from the combination of the former Granada PLC and Carlton Communications PLC companies and began trading under the ITV name in February. We held both stocks prior to the merger and our combined position after the merger made ITV a Top 10 Holding. Food retailer Tesco PLC, food products company Nestle S.A., and clothing retailer Marks & Spencer Group PLC underperformed relative to the benchmark. Tesco reported strong sales growth, but that was overshadowed by the unexpected announcement of an additional share issuance. Nestle reported solid sales growth and earnings, but it suffered from higher expectations. Marks & Spencer's share price weakened due to slower sales and certain supply chain issues. Our investments in a few select industry-leading technology companies allowed us to add value in that area. The best individual performer was Telefonaktiebolaget LM Ericsson (Ericsson), a Swedish manufacturer of wireless communications equipment. Over the past two years, Ericsson has undergone a significant restructuring program and pushed through cost cutting goals ahead of expectations. This led to a strong increase in profitability. Samsung Electronics Co., Ltd. also posted a strong gain as overall handset shipment growth was robust and Europe emerged as one of the fastest growing areas for exports. Finally, Dutch semiconductor equipment manufacturer ASML Holding N.V. benefited from strong orders and improved profits. Our financial stocks made a meaningful contribution to the Fund's return. One of the leaders was Japanese consumer finance company Promise Co. Ltd. It benefited from lower costs after a reduction in write-offs due to a decline in personal bankruptcies. In addition, the company announced a notable increase in the number of new customer loan accounts and sold its credit card business to focus more on the core loan business. A number of the Japanese banks we owned recorded meaningful gains. Two of the best performers were UFJ [PHOTO] MARK L. YOCKEY Portfolio Manager 03 ----- THREE ARTISAN INTERNATIONAL FUND Holdings, Inc. and The Bank of Yokohama Ltd. UFJ acquired a credit card company, which was an additional step in its efforts to focus on the retail business. Bank of Yokohama advanced as it cut costs and improved profit growth. Finally, German insurer Allianz AG, our largest holding, performed roughly in line with the financial sector return, but continued to improve the performance of many of its business units. The company further reduced its cross-shareholdings in other German financial companies and sold its stake in Beiersdorf, maker of Nivea products. SECTOR DIVERSIFICATION Sector 9/30/03 3/31/04 Sector 9/30/03 3/31/04 - -------------------------------------------------------------------------------- Consumer Discretionary 24.9% 24.2% Information Technology 1.9% 6.7% - -------------------------------------------------------------------------------- Consumer Staples 16.5 11.9 Materials 7.4 4.9 - -------------------------------------------------------------------------------- Energy 4.7 7.4 Telecommunication Services 7.9 9.0 - -------------------------------------------------------------------------------- Financials 24.2 27.3 Utilities 0.3 0.4 - -------------------------------------------------------------------------------- Healthcare 6.9 3.0 Other assets less liabilities 1.9 1.1 - -------------------------------------------------------------------------------- Industrials 3.4 4.1 TOTAL 100.0%100.0% - -------------------------------------------------------------------------------- As a percentage of total net assets as of 9/30/03 and 3/31/04, respectively. Although oil and gas prices trended higher during the period, energy stocks in general trailed the market. We favored emerging market and smaller energy companies and our selections outpaced the sector return. The two best performers in the area were Russian oil company LUKOIL and Chinese oil refiner China Petroleum & Chemical Corporation (Sinopec). LUKOIL announced earnings in January, which indicated that profitability levels remained healthy due to solid production growth and cost reductions. Growth in China and its increased demand for commodities helped Sinopec. In the chemicals industry, we were hurt by the performance of CIBA Specialty Chemicals AG and Rhodia S.A. CIBA recently announced the acquisition of a paper chemicals company that we thought aligned well with its own paper chemicals division. However, investors seemed to believe the price paid for the assets was excessive. Rhodia was pressured by financing and liquidity issues and, as of March 31, 2004, we started to move out of our position. Imperial Chemical Industries PLC offset some of the negative effect by disposing of its food ingredients unit in an ongoing restructuring effort. COUNTRY & CURRENCY REVIEW Our country allocations, all of which were driven by our security selection, contributed marginally to performance. Our overweight exposure to the underperforming Swiss market was an area of negative performance relative to the MSCI EAFE/R Index. However, many emerging markets outperformed the major markets and our exposure to those areas and the strength of gains in our Japanese holdings helped drive a strong relative result. Our security selection also contributed to our gains in excess of the MSCI EAFE/R Index. Fund returns benefited from our exposure to currencies that appreciated relative to the U.S. dollar. When local currencies were converted back to U.S. dollars, at the depreciated level, the translation effect enhanced absolute returns. This effect was muted late in the period as the U.S. dollar appreciated marginally versus a group of currencies. TOP 5 COUNTRY ALLOCATIONS United Kingdom........ 18.3% Japan................. 17.8 Germany............... 12.9 Switzerland........... 12.1 Spain.................. 5.4 As a percentage of total net assets as of 3/31/04. 04 ----- FOUR - --------------------------------------------------ARTISAN INTERNATIONAL FUND---- FUND CHANGES Within our sector and industry allocations, we reduced our consumer and healthcare exposure during the six months ended March 31, 2004. We used the proceeds to increase our allocations to energy, technology and financials. On a country level, we increased our Japanese exposure and reduced European exposure. The Far East has seen some of the world's highest growth rates. For the first time in years, it seemed to us that Japan might be on a sustainable path to an economic recovery, fueled in large part by the continued growth of the Chinese economy. Europe was behind the curve, with low, albeit improving, economic growth that was partly dampened by the strong euro and the Madrid terrorist attacks. Our weight in emerging markets was left basically unchanged, although we reduced our Mexican exposure. We sold a number of holdings when they reached our assessment of their full valuations, and others when we lost confidence in their investment prospects. We replaced them with potentially more promising stocks within our themes at what we consider to be more attractive valuations. In the consumer areas, we sold Carrefour S.A., Next PLC and Wolters Kluwer N.V. and we pared our positions in other stocks. The relative performance of the consumer staples group served to reduce our weighting further. Among our healthcare holdings, we closed out our position in French pharmaceutical company Sanofi-Synthelabo S.A. because we did not believe that its attempt at a hostile takeover of its larger, slower growth competitor, Aventis, was a good use of capital. We sold Novartis AG because of the potential for slowing earnings growth and reduced profitability. TOP 10 HOLDINGS COMPANY NAME COUNTRY % - -------------------------------------------------------------------------------- Allianz AG Germany 3.1% - -------------------------------------------------------------------------------- UBS AG Switzerland 2.9 - -------------------------------------------------------------------------------- ITV PLC United Kingdom 2.8 - -------------------------------------------------------------------------------- Muenchener Rueckversicherungs-Gesellschaft AG Germany 2.6 - -------------------------------------------------------------------------------- Nestle S.A., Class B Switzerland 2.6 - -------------------------------------------------------------------------------- Fortis Netherlands 2.5 - -------------------------------------------------------------------------------- Honda Motor Co. Ltd. Japan 2.5 - -------------------------------------------------------------------------------- Compass Group PLC United Kingdom 2.4 - -------------------------------------------------------------------------------- Tesco PLC United Kingdom 2.3 - -------------------------------------------------------------------------------- Nikko Cordial Corp. Japan 2.3 - -------------------------------------------------------------------------------- TOTAL 26.0% - -------------------------------------------------------------------------------- As a percentage of total net assets as of 3/31/04. Top 10 Holdings are determined by security, not issuer. Securities of the same issuer are not aggregated. The purchases of Italian oil services company Saipem S.p.A., Italian oil and gas exploration company ENI S.p.A. and small positions in Total S.A. and BP PLC increased our energy exposure. Samsung Electronics was the largest purchase in the technology sector. Our increase in Japan was a primary reason for the increase in our financials weight. Although we believed there was remaining risk in the Japanese financial industry, the overall improvement of the economic situation and the recovering stock market led us to initiate some positions in banks and consumer finance companies. The stocks added included: UFJ, Nomura Holdings, Inc., Bank of Yokohama, Sumitomo Mitsui Financial Group, Inc., Credit Saison Co. Ltd. and ORIX Corp. We invested slowly in Japan because deflation was still prevalent and Japan was continuing to deal with increasingly challenging demographics. REGION ALLOCATION Europe................ 67.2% Asia/Pacific.......... 24.6 Latin America.......... 4.2 North America.......... 2.8 Middle East............ 0.1 As a percentage of total net assets as of 3/31/04. 05 ----- FIVE ARTISAN MID CAP FUND INSTITUTIONAL SHARES - ----HIGHLIGHTS------------------------------------------------------------------ o During the six months ended March 31, 2004, Artisan Mid Cap Fund trailed the Russell Midcap/R and Russell Midcap/R Growth Indices. o The technology and healthcare sectors were two of the leading contributors to Fund performance compared to both indices. o Our stocks in the producer durables sector underperformed both benchmarks. - ----INVESTMENT APPROACH--------------------------------------------------------- We use a bottom-up investment process to identify well-managed mid-sized companies whose growth and profit potential are not yet fully recognized by investors. Specifically, we spend most of our time answering three questions about a company before we will invest in it: 1) Does the company exhibit franchise characteristics? 2) Is the company positioned for long-term growth and at an early stage in its profit cycle? 3) Is the stock of the company trading at a reasonable discount to our estimate of its private market value? - ----PERFORMANCE REVIEW---------------------------------------------------------- Since inception, Artisan Mid Cap Fund has outperformed the Russell Midcap/R Growth Index and under-performed the Russell Midcap/R Index. FUND STATISTICS Net Assets................................... $4.7 Bil. Number of Holdings................................. 102 Median Market Cap............................ $5.8 Bil. Weighted Avg. Market Cap..................... $8.5 Bil. Weighted Avg. Growth Rate (3-5 yr)............... 17.2% Weighted Harmonic Avg. P/E (2004E)............... 22.8X Source: Factset/Artisan Partners. All statistics are as of 3/31/04. GROWTH OF AN ASSUMED $10,000 INVESTMENT (7/1/00 to 3/31/04) [CHART APPEARS HERE] ARTISAN MID CAP FUND - INSTITUTIONAL SHARES ($10,270) Russell Midcap/R Growth Index ($6,824) Russell Midcap/R Index ($11,996) Lipper Mid-Cap Core Funds Index ($10,760) ARTISAN Lipper MID CAP Russell Mid-Cap FUND - Midcap/R Russell Core INSTITUTIONAL Growth Midcap/R Funds SHARES Index Index Index ------ ------ ------ ------ 7/1/00 (Inception of Institutional Shares) 10,000 10,000 10,000 10,000 11,114 10,252 10,681 10,378 12/00 10,011 7,869 10,298 9,602 8,871 5,895 9,217 8,502 6/01 9,962 6,849 10,096 9,571 7,732 4,945 8,293 7,737 12/01 9,736 6,283 9,719 9,132 9,537 6,172 10,131 9,469 6/02 8,364 5,045 9,164 8,464 6,856 4,179 7,548 7,079 12/02 7,397 4,561 8,146 7,545 7,164 4,561 7,953 7,258 6/02 8,258 5,416 9,406 8,610 8,759 5,804 10,011 9,114 9,770 6,510 11,409 10,305 3/04 10,270 6,824 11,996 10,760 AVERAGE ANNUAL TOTAL RETURNS (as of 3/31/04) - -------------------------------------------------------------------------------- SINCE FUND / INDEX 1-YEAR INCEPTION - -------------------------------------------------------------------------------- Artisan Mid Cap Fund 43.36% 0.71% - -------------------------------------------------------------------------------- Russell Midcap/R Growth Index 49.63 -9.69 - -------------------------------------------------------------------------------- Russell Midcap/R Index 50.83 4.97 - -------------------------------------------------------------------------------- Lipper Mid-Cap Core Funds Index 48.25 1.97 - -------------------------------------------------------------------------------- THE PERFORMANCE QUOTED REPRESENTS PAST PERFORMANCE, WHICH DOES NOT GUARANTEE FUTURE RESULTS. THE INVESTMENT RETURN AND PRINCIPAL VALUE OF AN INVESTMENT IN THE FUND WILL FLUCTUATE, SO THAT AN INVESTOR'S SHARES IN THE FUND, WHEN REDEEMED, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL COST. CURRENT PERFORMANCE MAY BE LOWER OR HIGHER THAN THE PERFORMANCE DATA QUOTED. FOR MONTH- END PERFORMANCE INFORMATION, CALL 800.399.1770. See page 27 for a description of each index. 06 - ---- SIX - --------------------------------------------------------ARTISAN MID CAP FUND---- INVESTING ENVIRONMENT AND PERFORMANCE DISCUSSION During the first half of the fiscal year, there were plenty of indications that the economy was in a sustained recovery and it showed in the GDP growth figures. It also became clear that consumers would not have to support growth any longer by themselves. Corporate earnings were strong and businesses started to spend. Manufacturing activity and industrial production were both very strong throughout the period. However, as of March 31, 2004, corporations had not begun hiring at a pace that would be consistent with the level of growth, which has left some uncertainties. The upcoming presidential election, the direction of domestic monetary and fiscal policy, the resurgence of terrorism and the prevalence of unstable geopolitical situations worldwide also created some questions. While our portfolio is always built from the bottom up, in a period in which the array of potential outcomes was quite wide, we were especially diligent in anticipating change and not allowing any single economic sector to dominate the portfolio. SECTOR REVIEW The largest contributors to Fund returns during the period were our holdings in the technology sector. Within the sector, our telecom equipment providers, Nortel Networks Corporation and Avaya Inc., and semiconductor companies, PMC- Sierra, Inc. and Xilinx, Inc., were among the best performers. During the period, Nortel Networks rose almost 45% after it signed a number of contracts anticipated to boost future earnings and we trimmed our position into the gain. Avaya also increased about 45%. It paid down a portion of its high interest debt, new product sales offset legacy product declines and order sizes increased. PMC and Xilinx have ties to the communication markets as suppliers of semiconductors. PMC, with its diverse sales mix, saw an increase in demand across all markets. We sold the stock into the share price strength. Xilinx appreciated due to growth of its market share in key segments. Seagate Technology, a market leader in hard disk drives, was sold off during the period. It came under pressure when it became apparent that risks related to industry price competition, and overall enterprise and mobile demand, were not dissipating. We had a gain in the stock and sold our position. Our telecom service providers, Sprint PCS (PCS) and Western Wireless Corporation, performed well amid merger speculation following Cingular's offer for AT&T Wireless. We sold PCS into the price strength after news that Sprint Corp. would roll the tracking stocks back into a single stock in April. Western was a new purchase during the period, and we maintained our position because we liked the profitable growth potential of its international operations and the recent improvements in its domestic subscriber numbers. A number of our technology related holdings in the producer durables sector weighed on performance. Two of our electronic components stocks were among our weakest performers, but we decided to take a different course with each holding. Novellus Systems, Inc. declined on management's more conservative outlook for new orders relative to its competitors. After that announcement, we became concerned that the company might be losing market share, and we closed out our position. KLA-Tencor Corporation traded down, but we elected to maintain our position because we did not believe its fundamentals were deteriorating. KLA historically has been one of the most profitable companies in its industry, and we thought it possessed a high-quality balance sheet and had the potential to deliver significant operating leverage as the capital spending cycle unfolded. Repair and operating products distributor W.W. Grainger, Inc. was another weak performer in the area. It fell modestly after it announced uninspiring earnings and noted that increased costs to upgrade systems could impact 2004 results. The healthcare sector produced a number of the strongest relative contributors compared to our benchmarks. Early in the period, healthcare stocks in general were aided by the passage of a Medicare prescription drug benefit bill by Congress, which ultimately was signed by the President. Separate from that news, a number of our stocks had positive company specific news that added to stock strength. [PHOTO] ANDREW C. STEPHENS Lead Portfolio Manager [PHOTO] JAMES D. HAMEL Associate Portfolio Manager 07 ----- SEVEN - ----ARTISAN MID CAP FUND-------------------------------------------------------- Drug manufacturer Andrx Corporation did well due to the announcement of a new management team, which is expected to refocus the company on its core generic business from the branded business that historically weighed on its earnings growth. Pharmacy benefit manager Caremark Rx, Inc. announced that it had won a huge federal contract and other key sales that were expected to improve earnings. Anthem, Inc., a health benefits provider, announced it had received approval to merge with WellPoint Health Networks Inc. It showed solid enrollment/membership and better pricing due to its strong market share, low costs and new products. Medical devices manufacturer Boston Scientific Corporation is focused on specific technologies such as drug eluting stents (a stent is a tube placed in an artery or vein to provide support and keep it open). It reported strong initial results for its TAXUS product, a cardiac stent. SECTOR DIVERSIFICATION Sector 9/30/03 3/31/04 Sector 9/30/03 3/31/04 - -------------------------------------------------------------------------------- Auto & Transportation 5.2% 4.2% Other 0.4% 0.8% - -------------------------------------------------------------------------------- Consumer Discretionary 24.1 23.7 Other Energy 4.8 3.5 - -------------------------------------------------------------------------------- Consumer Staples 1.6 2.6 Producer Durables 7.8 8.5 - -------------------------------------------------------------------------------- Financial Services 12.4 13.6 Technology 22.2 20.4 - -------------------------------------------------------------------------------- Healthcare 13.3 14.4 Utilities 0.7 1.1 - -------------------------------------------------------------------------------- Integrated Oils 0.0 0.0 Other assets less liabilities 4.5 4.1 - -------------------------------------------------------------------------------- Materials & Processing 3.0 3.1 TOTAL 100.0%100.0% - -------------------------------------------------------------------------------- As a percentage of total net assets as of 9/30/03 and 3/31/04, respectively. Financials stocks benefited from rising equity markets and a favorable interest rate environment and our security selection was fairly strong, which yielded positive results. Commercial finance company CIT Group Inc. reduced its commercial paper issuance, reached an agreement to sell its venture capital portfolio and accelerated a charge-off, all of which served to upgrade the health of its balance sheet. Online broker Ameritrade Holding Corporation reported an increase in trading volume, lower expenses due to acquisition synergies and generated a significant amount of excess cash. Capital One Financial Corporation, a new buy in the first half of the period, announced that credit trends were improving (leading to lower loss assumptions) and that assets were expected to rise. One other positive gainer of note was energy company Smith International, Inc. Smith produced solid results because it was able to push through some price increases to its customers. Its international operations continued to grow, and the company's management team has a strong history of creating value. We were hurt by some of our transportation stocks. Southwest Airlines Co., a former top holding, weakened early in the period on concerns about higher fuel costs and weak outlook for passenger traffic. Trucking firm Swift Transportation Co., Inc.' s share price dropped as the market tried to digest the potential impact of higher fuel costs, new federally mandated hours of service regulations and a review of driver logs. We elected to secure our gains in both stocks and closed out our positions in favor of other opportunities. 08 - ----- EIGHT - --------------------------------------------------------ARTISAN MID CAP FUND---- FUND CHANGES At the end of the period, the portfolio was broadly exposed to the economy via established franchises. We felt the portfolio was well balanced, with a skew toward slightly larger companies when compared to our relevant benchmark indices. The sector allocations in the portfolio remained largely the same throughout the period. Our transactions occurred in a diverse group of industries. A number of the larger purchases we made during the six month period, not previously mentioned, included: The Bear Stearns Companies Inc., investment bank and broker; Iron Mountain Incorporated, business records management; Fisher Scientific International Inc., provider of products and services to the scientific research, clinical laboratory and industrial safety markets; EOG Resources, Inc., oil and gas driller; and Aetna Inc., healthcare benefits provider. Bear Stearns is a diverse franchise exposed to improving capital market fundamentals. Iron Mountain showed better profitability, grew its sales force and we were able to purchase shares at what we considered to be an attractive price. We bought Fisher Scientific because we thought management made the correct decision to focus more heavily on high margin proprietary products and its distribution network had created a significant competitive advantage. EOG historically has shown strong returns on its investments, driven by a tight control over costs and a history of successful reserve additions. Aetna's industry exhibited solid fundamentals and we liked the company's expense reductions, focused marketing efforts and attractive price relative to other providers. TOP 10 HOLDINGS COMPANY NAME % - -------------------------------------------------------------------------------- CIT Group Inc. 1.8% - -------------------------------------------------------------------------------- Ameritrade Holding Corporation 1.8 - -------------------------------------------------------------------------------- Avaya Inc. 1.7 - -------------------------------------------------------------------------------- Invitrogen Corporation 1.7 - -------------------------------------------------------------------------------- Anthem, Inc. 1.6 - -------------------------------------------------------------------------------- Danaher Corporation 1.5 - -------------------------------------------------------------------------------- Thermo Electron Corporation 1.5 - -------------------------------------------------------------------------------- Xilinx, Inc. 1.5 - -------------------------------------------------------------------------------- Univision Communications Inc. 1.5 - -------------------------------------------------------------------------------- KLA-Tencor Corporation 1.5 - -------------------------------------------------------------------------------- TOTAL 16.1% - -------------------------------------------------------------------------------- As a percentage of total net assets as of 3/31/04. Top 10 Holdings are determined by security, not issuer. Securities of the same issuer are not aggregated. Our new positions were funded in part by the sales of a variety of holdings. Southwest Airlines Co., Novellus Systems, Inc. and Seagate Technologies, Inc. happened to be three of the largest sales, but there were a number of additional sales of note. The list included: Omnicom Group Inc. (advertising and marketing), Rockwell Automation, Inc. (discrete industrial automation), Linear Technology Corporation (integrated circuits), Mattel Inc. (toys), XL Capital Limited (insurance), SEI Investments Company (investment management), The New York Times Company (newspaper publishing), The Williams Companies, Inc. (natural gas), Network Associates, Inc. (security technology) and AmeriSourceBergen Corporation (pharmaceuticals). 09 ----- NINE ARTISAN INTERNATIONAL FUND SCHEDULE OF INVESTMENTS - March 31, 2004 (Unaudited) SHARES HELD VALUE ============ ============ COMMON AND PREFERRED STOCKS - 98.9% AUSTRALIA - 0.8% Commonwealth Bank of Australia 3,138,890 $79,736,906 BELGIUM - 1.4% Interbrew 5,186,822 142,756,452 BRAZIL - 1.7% Banco Bradesco S.A. (ADR) 9,750 469,463 Banco Bradesco S.A., Preferred 529,339 25,315,032 Banco Itau Holding Financeira S.A., Preferred 178,301,400 16,587,889 Petroleo Brasileiro S.A. (ADR) 1,262,800 42,303,800 Telesp Celular Participacoes S.A., Preferred (ADR)(1) 10,109,200 92,296,996 -------------- 176,973,180 CANADA - 2.8% CanWest Global Communications Corporation(1) 4,004,998 35,643,458 Corus Entertainment, Inc., Class B 3,015,450 63,777,521 EnCana Corporation 4,275,200 184,987,282 -------------- 284,408,261 CZECH REPUBLIC - 0.8% Cesky Telecom, a.s. 6,122,504 77,932,363 DENMARK - 1.1% A P Moller - Maersk A/S 3,300 23,538,736 H. Lundbeck A/S 603,250 11,604,026 Novo Nordisk A/S, Class B 1,651,950 76,645,854 -------------- 111,788,616 FINLAND - 0.5% Nokia OYJ 2,627,800 53,880,133 FRANCE - 3.7% Credit Argricole S.A. 1,717,890 44,873,980 JC Decaux S.A.(1) 8,233,500 184,101,572 M6 Metropole Television 1,294,100 38,814,855 Rhodia S.A. 6,353,129 19,758,251 Sodexho Alliance S.A. 782,731 23,833,008 Total S.A. 349,000 64,093,846 -------------- 375,475,512 GERMANY - 12.9% Allianz AG 2,895,622 315,402,340 DaimlerChrysler AG 671,180 28,035,137 Deutsche Boerse AG 2,279,689 129,382,574 Deutsche Telekom AG(1) 9,949,990 178,817,626 Henkel KGaA, Preferred 2,482,043 205,366,310 Hypo Real Estate Holding AG(1) 709,117 19,900,506 KDG Investors, L.P. (1)(2)(3) - - Linde AG 2,752,583 145,799,900 Muenchener Rueckversicherungs-Gesellschaft AG 2,428,108 269,732,073 ProSiebenSat.1 Media AG, Preferred 987,495 19,543,444 -------------- 1,311,979,910 GREECE - 0.1% Hellenic Telecommunications Organization S.A. 650,800 9,151,955 SHARES HELD VALUE ============ ============ HONG KONG - 1.9% China Mobile (Hong Kong) Limited 10,194,500 $ 30,154,276 Citic Pacific Limited 18,818,400 53,127,260 CNOOC Limited(1) 157,960,600 67,398,847 Hong Kong & China Gas Company Limited 24,395,700 41,636,764 -------------- 192,317,147 ISRAEL - 0.1% Check Point Software Technologies Ltd.(1)(4) 444,200 10,114,434 ITALY - 0.9% Eni S.p.A. 521,900 10,495,688 Saipem S.p.A. 8,778,608 87,407,960 -------------- 97,903,648 JAPAN - 17.8% AEON Co., Ltd. 221,100 9,528,617 All Nippon Airways Co., Ltd. 6,286,000 21,599,923 The Bank of Yokohoma, Ltd.(1) 15,405,500 90,494,467 Credit Saison Co., Ltd. 1,778,300 53,424,956 East Japan Railway Co. 19,046 99,996,756 The Fuji Fire and Marine Insurance Co., Ltd. 804,900 2,271,350 Fuji Television Network, Inc. 6,018 16,924,452 Fuji Television Network, Inc. - Bonus shares 5,013 13,953,736 Honda Motor Co., Ltd. 5,460,800 251,589,384 Japan Airlines System Corp. 19,202,000 65,244,594 Japan Tobacco, Inc. 5,499 40,166,425 KEYENCE Corp. 156,350 38,057,647 KOMATSU Ltd. 3,417,300 21,648,203 Nikko Cordial Corp. 34,800,200 230,475,961 Nippon Broadcasting System, Inc. 162,380 8,182,512 Nomura Holdings, Inc. 6,892,000 125,357,201 ORIX Corp. 97,700 10,793,560 Promise Co., Ltd. 2,117,000 145,285,310 SMC Corp. 329,100 39,200,758 Sumitomo Mitsui Financial Group, Inc. 12,023 88,858,377 The Sumitomo Trust and Banking Co., Ltd. 12,263,300 81,570,926 Tokyo Broadcasting System, Inc. 2,082,100 41,767,903 TOKYU Corp. 13,938,400 87,227,881 UFJ Holdings, Inc. 13,753 87,387,685 Vodafone Holdings K.K. 37,637 92,480,415 Yamato Transport Co., Ltd. 3,022,700 50,714,398 -------------- 1,814,203,397 LUXEMBOURG - 0.5% RTL Group 849,486 54,143,371 MEXICO - 2.5% Grupo Televisa S.A. (ADR) 3,431,900 162,466,146 Wal-Mart de Mexico S.A. de C.V., Series V 29,419,200 89,506,373 -------------- 251,972,519 NETHERLANDS - 4.9% ASML Holding N.V.(1) 8,790,646 161,116,026 ASML Holding N.V., NY Shares(1)(4) 971,600 17,809,428 Fortis 12,173,376 259,029,013 Koninklijke Ahold NV(1) 7,145,606 58,499,695 -------------- 496,454,162 10 - ---- TEN - -----------------------------------------------------SCHEDULE OF INVESTMENTS---- SHARES HELD VALUE ============ ============ NORWAY - 0.9% Telenor ASA 12,702,300 $88,148,688 REPUBLIC OF KOREA - 1.6% Samsung Electronics Co., Ltd. 285,560 142,474,875 Samsung Electronics Co., Ltd., Preferred 68,390 20,073,475 -------------- 162,548,350 RUSSIA - 1.3% LUKOIL (ADR) 848,600 105,862,850 Mobile Telesystems (ADR) 214,000 28,141,000 -------------- 134,003,850 SINGAPORE - 1.6% DBS Group Holdings Ltd. 9,746,734 83,832,857 Singapore Telecommunications Ltd. 60,011,500 83,518,573 -------------- 167,351,430 SPAIN - 5.4% Altadis, S.A. 2,272,281 68,852,430 Industria de Diseno Textil, S.A. 2,363,345 54,616,678 Promotora de Informaciones, S.A. 8,307,954 147,673,539 Repsol YPF, S.A. 6,801,212 140,956,202 Telefonica, S.A. 9,293,480 140,629,596 -------------- 552,728,445 SWEDEN - 2.4% Telefonaktiebolaget LM Ericsson(1) 55,338,100 153,228,178 Telefonaktiebolaget LM Ericsson (ADR)(1) 3,220,400 89,366,100 -------------- 242,594,278 SWITZERLAND - 12.1% CIBA Specialty Chemicals AG(1) 187,256 12,774,339 Clariant AG(5) 8,590,222 121,337,521 Credit Suisse Group 5,601,731 194,054,836 Julius Baer Holding, Ltd., Class B 252,224 72,845,914 Nestle S.A., Class B 1,041,511 265,463,052 Roche Holding AG 1,291,000 126,069,245 Serono S.A. 151,578 93,536,395 Swiss Re 878,633 60,528,436 UBS AG 3,911,760 290,468,823 -------------- 1,237,078,561 TAIWAN - 0.9% Chunghwa Telecom Co., Ltd., (ADR) 4,999,300 88,537,603 THAILAND - 0.0%(6) Advanced Info Service PLC 2,337,100 4,972,553 UNITED KINGDOM - 18.3% Allied Domecq PLC 4,099,509 34,084,296 BP PLC 5,719,400 47,999,823 British Sky Broadcasting Group PLC 15,910,256 198,678,716 Cadbury Schweppes PLC 2,945,723 23,258,062 Compass Group PLC 37,118,509 244,908,584 Diageo PLC 8,541,251 111,453,072 Imperial Chemical Industries PLC(5) 48,099,946 199,846,558 ITV PLC 116,930,280 286,759,974 Kesa Electricals PLC 12,283,370 60,812,679 Kingfisher PLC 38,770,516 205,859,884 Marks & Spencer Group PLC 42,364,124 217,143,961 Tesco PLC 50,982,868 230,590,873 -------------- 1,861,396,482 -------------- TOTAL COMMON AND PREFERRED STOCKS (Cost $8,285,997,410) 10,080,552,206 PAR AMOUNT VALUE ============ ============ SHORT-TERM INVESTMENTS (CASH EQUIVALENTS) - 1.1% Repurchase agreement with State Street Bank and Trust Company, 0.75%, dated 3/31/04, due 4/1/04, maturity value $109,529,282, collateralized by $9,719,702 market value Federal National Mortgage Association Note, 1.875%, due 12/15/04, $51,002,800 market value Federal National Mortgage Association Note, 2.625%, due 11/15/06, $51,004,493 market value Federal National Mortgage Association Note, 2.000%, due 4/8/05 (Cost $109,527,000) $109,527,000 $109,527,000 -------------- TOTAL INVESTMENTS - 100.0% (COST $8,395,524,410) 10,190,079,206 OTHER ASSETS LESS LIABILITIES - (0.0%)(6) (1,052,720) -------------- TOTAL NET ASSETS - 100.0%(7) $10,189,026,486 =============== (1) Non-income producing security. (2) Valued at a fair value in accordance with procedures established by the Board of Directors of Artisan Funds. (3) Private investment partnership which is restricted as to resale. Total investment cost of $10 million, made through capital contributions on 3/6/00, 7/10/00, and 5/15/01. Value at March 31, 2004 represents 0.0% of total net assets. (4) Principally traded in the United States. (5) Affiliated company as defined by the Investment Company Act of 1940. See Note 7 to the financial statements. (6) Represents less than 0.1% of total net assets. (7) Percentages for the various classifications relate to total net assets. (ADR) American Depository Receipt - -------------------------------------------------------------------------------- PORTFOLIO DIVERSIFICATION - MARCH 31, 2004 VALUE PERCENTAGE ========== ========== Consumer Discretionary $2,469,848,629 24.2% Consumer Staples 1,213,852,292 11.9 Energy 751,506,298 7.4 Financials 2,778,080,433 27.3 Healthcare 307,855,519 3.0 Industrials 417,353,761 4.1 Information Technology 686,120,297 6.7 Materials 499,516,569 4.9 Telecommunication Services 914,781,644 9.0 Utilities 41,636,764 0.4 --------------- --------------- TOTAL COMMON AND PREFERRED STOCKS 10,080,552,206 98.9 Total short-term investments 109,527,000 1.1 --------------- --------------- TOTAL INVESTMENTS 10,190,079,206 100.0 OTHER ASSETS LESS LIABILITIES (1,052,720) (0.0)* --------------- --------------- TOTAL NET ASSETS $10,189,026,486 100.0% =============== =============== *Represents less than 0.1% of total net assets The accompanying notes are an integral part of the financial statements. 11 -------- ELEVEN ARTISAN MID CAP FUND SCHEDULE OF INVESTMENTS - March 31, 2004 (Unaudited) SHARES HELD VALUE ============ ============ COMMON STOCKS - 95.9% AUTO & TRANSPORTATION - 4.2% AIR TRANSPORT - 2.5% Expeditors International of Washington, Inc. 1,228,800 $48,525,312 FedEx Corporation 472,900 35,543,164 JetBlue Airways Corporation(1) 1,327,400 33,569,946 -------------- 117,638,422 AUTO PARTS: ORIGINAL EQUIPMENT - 0.3% Dana Corporation 763,400 15,161,124 AUTO TRUCKS & PARTS - 1.4% PACCAR Inc. 1,142,900 64,276,696 CONSUMER DISCRETIONARY - 23.7% ADVERTISING AGENCIES - 1.0% Lamar Advertising Company(1) 1,190,500 47,881,910 CABLE TELEVISION SERVICES - 0.7% Echostar Communications Corporation(1) 1,032,300 33,807,825 CASINOS & GAMBLING - 0.9% International Game Technology 974,600 43,818,016 CONSUMER ELECTRONICS - 2.7% DoubleClick Inc.(1) 1,443,600 16,240,500 Electronic Arts Inc.(1) 731,800 39,487,928 VeriSign, Inc.(1) 1,184,100 19,644,219 Yahoo! Inc.(1) 1,111,200 53,993,208 -------------- 129,365,855 COSMETICS - 0.9% The Estee Lauder Companies Inc. 984,800 43,666,032 HOTEL/MOTEL - 0.8% Starwood Hotels & Resorts Worldwide, Inc. 935,100 37,871,550 RADIO & TV BROADCASTERS - 2.1% Univision Communications Inc.(1) 2,147,200 70,879,072 XM Satellite Radio Holdings Inc.(1) 1,007,600 28,212,800 -------------- 99,091,872 RESTAURANTS - 1.6% Starbucks Corporation(1) 944,300 35,647,325 Wendy's International, Inc. 977,300 39,766,337 -------------- 75,413,662 SHARES HELD VALUE ============ ============ CONSUMER DISCRETIONARY (CONTINUED) RETAIL - 6.9% American Eagle Outfitters, Inc.(1) 1,488,600 $40,132,656 CarMax, Inc.(1) 1,520,600 44,401,520 Costco Wholesale Corporation(1) 1,127,500 42,348,900 Dollar Tree Stores, Inc.(1) 1,423,300 43,965,737 Fisher Scientific International Inc.(1) 857,200 47,180,288 Kohl's Corporation(1) 965,200 46,648,116 Linens 'n Things, Inc.(1) 466,300 16,511,683 Staples, Inc. 1,753,700 44,526,443 -------------- 325,715,343 SERVICES: COMMERCIAL - 5.3% Accenture Ltd - Class A(1) 2,438,300 60,469,840 Getty Images, Inc.(1) 627,500 33,872,450 InterActiveCorp(1) 1,498,600 47,340,774 Iron Mountain Incorporated(1) 1,309,400 58,438,522 Robert Half International Inc.(1) 2,157,387 50,957,481 -------------- 251,079,067 TEXTILES: APPAREL MANUFACTURERS - 0.8% Jones Apparel Group, Inc. 1,081,100 39,081,765 CONSUMER STAPLES - 2.6% BEVERAGE: BREWERS (WINERIES) - 0.7% Constellation Brands, Inc.(1) 963,500 30,928,350 BEVERAGE: SOFT DRINKS - 1.0% The Pepsi Bottling Group, Inc. 1,506,700 44,824,325 DRUG & GROCERY STORE CHAINS - 0.9% Whole Foods Market, Inc. 541,100 40,555,445 FINANCIAL SERVICES - 13.6% BANKS: OUTSIDE NEW YORK CITY - 0.7% CapitalSource Inc.(1) 1,512,500 33,955,625 DIVERSIFIED FINANCIAL SERVICES - 1.8% CIT Group Inc. 2,275,600 86,586,580 FINANCE COMPANIES - 1.2% Capital One Financial Corporation 772,000 58,231,960 FINANCIAL DATA PROCESSING SERVICES & SYSTEMS - 2.1% Fair Isaac Corporation 971,450 35,049,916 Paychex, Inc. 1,798,300 64,019,480 -------------- 99,069,396 FINANCIAL MISCELLANEOUS - 2.1% MGIC Investment Corporation 1,034,600 66,452,358 Willis Group Holdings Limited 901,600 33,539,520 -------------- 99,991,878 12 - ------- TWELVE - -----------------------------------------------------SCHEDULE OF INVESTMENTS---- SHARES HELD VALUE ============ ============ FINANCIAL SERVICES (CONTINUED) INSURANCE: PROPERTY-CASUALTY - 0.5% Platinum Underwriters Holdings, Ltd. 715,800 $22,941,390 INVESTMENT MANAGEMENT COMPANIES - 1.0% T. Rowe Price Group, Inc. 903,600 48,640,788 SAVINGS & LOANS - 1.1% Golden West Financial Corporation 476,500 53,344,175 SECURITIES BROKERAGE & SERVICES - 3.1% Ameritrade Holding Corporation(1) 5,532,300 85,197,420 The Bear Stearns Companies Inc. 686,000 60,148,480 -------------- 145,345,900 HEALTHCARE - 14.4% BIOTECHNOLOGY RESEARCH & PRODUCTION - 3.5% Biogen Idec Inc.(1) 538,000 29,912,800 Invitrogen Corporation(1) 1,099,100 78,794,479 Millennium Pharmaceuticals, Inc.(1) 3,335,900 56,376,710 -------------- 165,083,989 DRUGS & PHARMACEUTICALS - 3.8% Allergan, Inc. 423,100 35,608,096 Andrx Corporation(1) 925,400 25,170,880 IVAX Corporation(1) 1,520,500 34,621,785 MedImmune, Inc.(1) 1,024,700 23,650,076 Mylan Laboratories Inc. 2,704,900 61,482,377 -------------- 180,533,214 ELECTRONICS: MEDICAL SYSTEMS - 0.6% Varian Medical Systems, Inc.(1) 353,300 30,493,323 HEALTH CARE MANAGEMENT SERVICES - 2.9% Aetna Inc. 526,000 47,192,720 Caremark Rx, Inc.(1) 1,726,900 57,419,425 Cerner Corporation(1) 678,900 30,679,491 -------------- 135,291,636 HEALTH CARE SERVICES - 1.6% Anthem, Inc.(1) 815,800 73,944,112 MEDICAL & DENTAL INSTRUMENTS & SUPPLIES - 2.0% Boston Scientific Corporation(1) 1,092,500 46,300,150 Zimmer Holdings, Inc.(1) 643,900 47,506,942 -------------- 93,807,092 MATERIALS & PROCESSING - 3.1% CHEMICALS - 0.8% Ecolab Inc. 1,277,400 36,444,222 CONTAINERS & PACKAGING: PAPER & PLASTIC - 1.0% Smurfit-Stone Container Corporation(1) 2,724,500 47,923,955 COPPER - 0.5% Freeport-McMoRan Copper & Gold Inc. 627,800 24,540,702 METAL FABRICATING - 0.8% Precision Castparts Corp. 812,400 35,769,972 SHARES HELD VALUE ============ ============ OTHER - 0.8% MULTI-SECTOR COMPANIES - 0.8% Eaton Corporation 650,000 $36,523,500 OTHER ENERGY - 3.5% MACHINERY: OIL WELL EQUIPMENT & SERVICES - 2.4% Smith International, Inc.(1) 1,173,500 62,793,985 Weatherford International Ltd.(1) 1,247,200 52,419,816 -------------- 115,213,801 OIL: CRUDE PRODUCERS - 1.1% EOG Resources, Inc. 1,085,100 49,795,239 PRODUCER DURABLES - 8.5% DIVERSIFIED PRODUCTION - 1.5% Danaher Corporation 771,200 72,006,944 ELECTRICAL EQUIPMENT & COMPONENTS - 1.3% Molex Incorporated 1,969,600 59,856,144 ELECTRONICS: INSTRUMENTS GAUGES & METERS - 1.5% Thermo Electron Corporation(1) 2,545,800 71,995,224 HOMEBUILDING - 0.9% Centex Corporation 771,900 41,728,914 OFFICE FURNITURE & BUSINESS EQUIPMENT - 1.8% Diebold, Incorporated 970,900 46,719,708 Xerox Corporation(1) 2,627,800 38,287,046 -------------- 85,006,754 PRODUCTION TECHNOLOGY EQUIPMENT - 1.5% KLA-Tencor Corporation(1) 1,403,800 70,681,330 TECHNOLOGY - 20.4% COMMUNICATIONS TECHNOLOGY - 7.5% Advanced Fibre Communications, Inc.(1) 1,513,000 33,331,390 Avaya Inc.(1) 5,118,500 81,281,780 Avocent Corporation(1) 1,236,100 45,476,119 Corning Incorporated(1) 4,261,900 47,648,042 Juniper Networks, Inc.(1) 1,235,000 32,122,350 Nortel Networks Corporation(1) 4,303,700 25,563,978 Symbol Technologies, Inc. 3,571,200 49,282,560 TIBCO Software Inc.(1) 4,883,900 39,901,463 -------------- 354,607,682 COMPUTER SERVICES SOFTWARE & SYSTEMS - 4.5% Adobe Systems Incorporated 1,195,400 47,134,622 BEA Systems, Inc.(1) 2,026,800 25,861,968 Cognos Incorporated(1) 1,413,400 43,900,204 Macromedia, Inc.(1) 1,845,400 37,037,178 Novell, Inc.(1) 2,934,100 33,390,058 VERITAS Software Corporation(1) 878,400 23,637,744 -------------- 210,961,774 COMPUTER TECHNOLOGY - 1.8% Apple Computer, Inc.(1) 1,244,500 33,663,725 NVIDIA Corporation(1) 1,070,700 28,362,843 SanDisk Corporation(1) 817,400 23,189,638 -------------- 85,216,206 13 --------- THIRTEEN - ----SCHEDULE OF INVESTMENTS----------------------------------------------------- SHARES HELD VALUE ============ ============ TECHNOLOGY (CONTINUED) ELECTRONICS - 2.2% Avid Technology, Inc.(1) 849,100 $39,168,983 Vishay Intertechnology, Inc.(1) 3,109,700 66,360,998 -------------- 105,529,981 ELECTRONICS: SEMI-CONDUCTORS/COMPONENTS - 4.4% Agere Systems Inc., Class A(1) 12,582,800 40,390,788 Agere Systems Inc., Class B(1) 6,341,100 19,784,232 Broadcom Corporation(1) 613,200 24,019,044 Jabil Circuit, Inc.(1) 1,776,100 52,270,623 Xilinx, Inc.(1) 1,887,700 71,732,600 -------------- 208,197,287 UTILITIES - 1.1% UTILITIES: TELECOMMUNICATIONS - 1.1% Western Wireless Corporation(1) 2,297,400 53,690,238 -------------- TOTAL COMMON STOCKS (Cost $3,766,968,596) 4,533,128,186 PAR AMOUNT VALUE ============ ============ SHORT-TERM INVESTMENTS (CASH EQUIVALENTS) - 4.0% Repurchase agreement with State Street Bank and Trust Company, 0.75%, dated 3/31/04, due 4/1/04, maturity value $187,105,898, collateralized by $37,846,119 market value Federal National Mortgage Association Note, 2.010%, due 7/21/05, $51,003,175 market value Federal National Mortgage Association Note, 1.875%, due 12/15/04 $51,004,651 market value Federal National Mortgage Association Note, 5.500%, due 2/15/06, and $51,001,516 market value Federal National Mortgage Association Note, 2.875%, due 10/15/05 (Cost $187,102,000) $187,102,000 $187,102,000 -------------- TOTAL INVESTMENTS - 99.9% (Cost $3,954,070,596) 4,720,230,186 OTHER ASSETS LESS LIABILITIES - 0.1% 6,074,168 -------------- TOTAL NET ASSETS - 100.0%(2) $4,726,304,354 ============== (1) Non-income producing security. (2) Percentages for the various classifications relate to total net assets. The accompanying notes are an integral part of the financial statements. 14 - --------- FOURTEEN ARTISAN FUNDS, INC. STATEMENTS OF ASSETS & LIABILITIES - March 31, 2004 (Unaudited) INTERNATIONAL MID CAP ------------- ------------- ASSETS: Investments in securities, unaffiliated, at value.................................... $ 9,759,368,127 $4,533,128,186 Investments in securities, affiliated, at value ..................................... 321,184,079 - Short-term investments (repurchase agreements), at value............................. 109,527,000 187,102,000 ------------------ ------------------ TOTAL INVESTMENTS.................................................................... 10,190,079,206 4,720,230,186 Cash ............................................................................... 561 507 Receivable from investments sold..................................................... 92,637,319 34,257,452 Receivable from forward currency contracts........................................... 95,463,623 - Receivable from fund shares sold..................................................... 39,807,930 31,661,009 Dividends and interest receivable.................................................... 22,897,189 832,549 ------------------ ------------------ TOTAL ASSETS......................................................................... 10,440,885,828 4,786,981,703 LIABILITIES: Payable for investments purchased.................................................... 39,891,450 36,769,466 Payable for forward currency contracts............................................... 95,681,588 - Payable for fund shares redeemed..................................................... 110,990,781 22,825,619 Payable for operating expenses....................................................... 3,292,098 1,082,264 Payable for withholding taxes........................................................ 2,003,425 - ------------------ ------------------ TOTAL LIABILITIES.................................................................... 251,859,342 60,677,349 ------------------ ------------------ TOTAL NET ASSETS .................................................................... $10,189,026,486 $4,726,304,354 ================== ================== NET ASSETS CONSIST OF: Fund shares issued and outstanding................................................... $10,059,095,106 $4,196,136,235 Net unrealized appreciation (depreciation) on investments and foreign currency related transactions ............................................ 1,794,740,760 766,159,590 Accumulated undistributed net investment income (loss)............................... (6,879,722) (15,158,979) Accumulated undistributed net realized gains (losses) on investments and foreign currency related transactions ............................. (1,657,929,658) (220,832,492) ------------------ ------------------ ................................................................................ $10,189,026,486 $4,726,304,354 ================== ================== SUPPLEMENTARY INFORMATION: Net assets Investor Shares................................................................. $6,340,539,996 $3,617,006,673 Institutional Shares............................................................ $3,848,486,490 $1,109,297,681 Shares outstanding Investor Shares................................................................. 316,067,102 133,562,612 Institutional Shares............................................................ 190,984,305 40,619,544 Net asset value, offering price and redemption price per share Investor Shares................................................................. $20.06 $27.08 Institutional Shares............................................................ $20.15 $27.31 Cost of securities of unaffiliated issuers held...................................... $8,091,374,636 $3,954,070,596 Cost of securities of affiliated issuers held........................................ $304,149,774 $- The accompanying notes are an integral part of the financial statements. 15 ------- FIFTEEN ARTISAN FUNDS, INC. STATEMENTS OF OPERATIONS INTERNATIONAL MID CAP ======================================== ======================================== PERIOD ENDED PERIOD ENDED YEAR ENDED PERIOD ENDED PERIOD ENDED YEAR ENDED 3/31/04(1) 9/30/03(3) 6/30/03 3/31/04(1) 9/30/03(3) 6/30/03 ======================================== ======================================== INVESTMENT INCOME: Interest....................................... $462,942 $304,072 $2,825,610 $690,303 $315,857 $1,630,118 Dividends, from unaffiliated issuers(2)........ 42,718,547 33,361,570 176,343,076 7,689,453 2,975,086 13,653,667 Dividends, from affiliated issuers(2).......... 3,064,723 3,627,004 2,344,814 - - - Other income .................................. 1,822,621 412,122 2,995,772 376,769 - - ------------------------------------------- ---------------------------------------- TOTAL INVESTMENT INCOME........................ 48,068,833 37,704,768 184,509,272 8,756,525 3,290,943 15,283,785 EXPENSES: Advisory fees.................................. 45,243,199 20,395,030 66,306,063 20,069,399 8,025,858 22,682,765 Transfer agent fees Investor Shares........................... 5,368,069 2,693,210 8,331,967 3,086,240 1,184,401 3,493,286 Institutional Shares...................... 14,919 8,409 32,233 10,986 5,986 23,232 Shareholder communications Investor Shares........................... 535,668 506,499 1,177,617 281,853 239,560 535,187 Institutional Shares...................... 10,013 4,797 19,011 3,547 1,739 5,954 Custodian fees................................. 2,800,027 1,208,462 3,945,008 209,461 102,873 308,898 Accounting fees................................ 37,251 19,918 73,299 32,507 17,082 61,059 Professional fees.............................. 610,638 93,801 301,743 60,041 43,312 116,996 Registration fees Investor Shares........................... 23,451 29,428 124,912 21,361 38,952 89,446 Institutional Shares...................... 20,003 31,250 127,627 7,822 13,218 46,330 Directors' fees................................ 126,789 43,746 180,436 52,606 16,707 60,352 Other operating expenses....................... 187,141 51,890 163,719 79,681 24,596 68,466 ------------------------------------------- ---------------------------------------- Total operating expenses before amounts waived or paid by the Adviser ............... 54,977,168 25,086,440 80,783,635 23,915,504 9,714,284 27,491,971 Less amounts waived or paid by the Adviser..... - (21,084) - - (14,194) - ------------------------------------------- ---------------------------------------- NET EXPENSES................................... 54,977,168 25,065,356 80,783,635 23,915,504 9,700,090 27,491,971 ------------------------------------------- ---------------------------------------- NET INVESTMENT INCOME (LOSS)................... (6,908,335) 12,639,412 103,725,637 (15,158,979) (6,409,147) (12,208,186) NET REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS: Net realized gain (loss) on: Investments(2)............................ (168,620,097) 74,854,666 (529,007,531) 311,573,480 105,075,097 (325,149,190) Foreign currency related transactions..... (2,974,636) (1,317,643) (10,809,131) - - - ------------------------------------------- ---------------------------------------- (171,594,733) 73,537,023 (539,816,662) 311,573,480 105,075,097 (325,149,190) Net increase (decrease) in unrealized appreciation/depreciation on: Investments............................... 2,101,921,248 409,874,381 (423,541,570) 340,819,500 90,208,363 376,988,686 Foreign currency related transactions..... (695,359) 538,027 52,282 - - - ------------------------------------------- ---------------------------------------- 2,101,225,889 410,412,408 (423,489,288) 340,819,500 90,208,363 376,988,686 ------------------------------------------- ---------------------------------------- NET GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY RELATED TRANSACTIONS ............... 1,929,631,156 483,949,431 (963,305,950) 652,392,980 195,283,460 51,839,496 ------------------------------------------- ---------------------------------------- NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS .................. $1,922,722,821 $496,588,843 $(859,580,313) $637,234,001 $188,874,313 $39,631,310 =========================================== ======================================== (1) For the period from October 1, 2003 to March 31, 2004. Unaudited. (2) NET OF NET OF INCLUDING NET FOREIGN TAXES FOREIGN TAXES REALIZED GAIN WITHHELD ON WITHHELD ON (LOSS) ON YEAR OR DIVIDENDS, DIVIDENDS, INVESTMENTS FROM PERIOD UNAFFILIATED AFFILIATED AFFILIATED FUND ENDED ISSUERS ISSUERS ISSUERS International 3/31/04 $ 4,266,275 $340,525 $ (46,413,966) 9/30/03 3,660,412 393,960 (1,994,615) 6/30/03 22,229,774 14,358 (7,613,533) (3) For the period from July 1, 2003 to September 30, 2003. Artisan Funds changed its fiscal year-end from June 30 to September 30 effective September 30, 2003. The accompanying notes are an integral part of the financial statements. 16 ------- SIXTEEN ARTISAN FUNDS, INC. STATEMENTS OF CHANGES IN NET ASSETS INTERNATIONAL MID CAP ========================================= ========================================== PERIOD ENDED PERIOD ENDED YEAR ENDED PERIOD ENDED PERIOD ENDED YEAR ENDED 3/31/04(1) 9/30/03(2) 6/30/03 3/31/04(1) 9/30/03(2) 6/30/03 ========================================= ========================================== OPERATIONS: Net investment income (loss)....... $(6,908,335) $12,639,412 $103,725,637 $(15,158,979) $(6,409,147) $(12,208,186) Net realized gain (loss) on: Investments................... (168,620,097) 74,854,666 (529,007,531) 311,573,480 105,075,097 (325,149,190) Foreign currency related transactions ....... (2,974,636) (1,317,643) (10,809,131) - - - Net increase (decrease) in unrealized appreciation/depreciation on: Investments................... 2,101,921,248 409,874,381 (423,541,570) 340,819,500 90,208,363 376,988,686 Foreign currency related transactions ....... (695,359) 538,027 52,282 - - - ---------------------------------------------- ------------------------------------------- NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS 1,922,722,821 496,588,843 (859,580,313) 637,234,001 188,874,313 39,631,310 DIVIDENDS AND DISTRIBUTIONS PAID TO SHAREHOLDERS: Net investment income: Investor Shares............... (59,414,324) - (31,901,533) - - - Institutional Shares.......... (42,472,917) - (18,341,682) - - - Net realized gains on investment transactions: Investor Shares............... - - - - - - Institutional Shares.......... - - - - - - ---------------------------------------------- ------------------------------------------- TOTAL DIVIDENDS AND DISTRIBUTIONS PAID TO SHAREHOLDERS ............ (101,887,241) - (50,243,215) - - - FUND SHARE ACTIVITIES: NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM FUND SHARE ACTIVITIES ................ (531,202,160) 244,966,499 1,716,020,036 576,311,750 208,283,211 770,633,859 ---------------------------------------------- ------------------------------------------- TOTAL INCREASE (DECREASE) IN NET ASSETS ................... 1,289,633,420 741,555,342 806,196,508 1,213,545,751 397,157,524 810,265,169 ---------------------------------------------- ------------------------------------------- Net assets, beginning of period.... 8,899,393,066 8,157,837,724 7,351,641,216 3,512,758,603 3,115,601,079 2,305,335,910 ---------------------------------------------- ------------------------------------------- NET ASSETS, END OF PERIOD.......... $10,189,026,486 $8,899,393,066 $8,157,837,724 $4,726,304,354 $3,512,758,603 $3,115,601,079 ============================================== =========================================== Accumulated undistributed net investment income (loss) .... $(6,879,722) $101,915,854 $90,594,085 $(15,158,979) $- $- ============================================== =========================================== (1) For the period from October 1, 2003 to March 31, 2004. Unaudited. (2) For the period July 1, 2003 to September 30, 2003. Artisan Funds changed its fiscal year-end from June 30 to September 30 effective September 30, 2003. The accompanying notes are an integral part of the financial statements. 17 --------- SEVENTEEN ARTISAN FUNDS, INC. FINANCIAL HIGHLIGHTS - For a share outstanding throughout each period Net Asset Net Net Realized Total Income Dividends Year or Value Investment and Unrealized (Loss) from from Net Period Beginning Income Gain (Loss) on Investment Investment Ended of Period (Loss)(1) Investments Operations Income =============================================================================================================== INTERNATIONAL FUND --------------------------------------------------------------------------------------------------------------- Institutional Shares 3/31/04(4) $16.63 $- $3.73 $3.73 $(0.21) --------------------------------------------------------------------------------------------------------------- 9/30/03(5) 15.71 0.03 0.89 0.92 - --------------------------------------------------------------------------------------------------------------- 6/30/03 18.24 0.25 (2.65) (2.40) (0.13) --------------------------------------------------------------------------------------------------------------- 6/30/02 19.62 0.18 (1.46) (1.28) (0.10) --------------------------------------------------------------------------------------------------------------- 6/30/01 30.22 0.16 (7.21) (7.05) - --------------------------------------------------------------------------------------------------------------- 6/30/00 18.70 0.03 12.09 12.12 (0.06) --------------------------------------------------------------------------------------------------------------- 6/30/99 16.26 0.11 2.62 2.73 (0.05) --------------------------------------------------------------------------------------------------------------- MID CAP FUND --------------------------------------------------------------------------------------------------------------- Institutional Shares 3/31/04(4) $23.28 $(0.07) $ 4.10 $ 4.03 $- --------------------------------------------------------------------------------------------------------------- 9/30/03(5) 21.96 (0.03) 1.35 1.32 - --------------------------------------------------------------------------------------------------------------- 6/30/03 22.24 (0.07) (0.21)(7) (0.28) - --------------------------------------------------------------------------------------------------------------- 6/30/02 26.48 (0.13) (4.11) (4.24) - --------------------------------------------------------------------------------------------------------------- 6/30/01 27.57 (0.08) 0.02(7) (0.06) - --------------------------------------------------------------------------------------------------------------- (1) Computed based on average shares outstanding. (2) Periods less than 12 months (where applicable) are not annualized. (3) Periods less than 12 months (where applicable) are annualized. (4) For the period from October 1, 2003 to March 31, 2004. Unaudited. (5) For the period from July 1, 2003 to September 30, 2003. The Artisan Funds changed its fiscal year-end from June 30 to September 30 effective September 30, 2003. (6) The ratios of expenses to average net assets and net investment loss to average net assets exclude expenses waived or paid by the Adviser. Absent expenses waived or paid by the Adviser, the ratios of expenses to average net assets and net investment loss to average net assets would have been as follows (periods less than 12 months, where applicable, are annualized): RATIO OF NET RATIO OF INVESTMENT INCOME FUND YEAR OR EXPENSES TO (LOSS) TO PERIOD AVERAGE AVERAGE ENDED NET ASSETS NET ASSETS International Institutional Shares 9/30/03 1.00% 0.73% Mid Cap Institutional Shares 9/30/03 0.98 (0.59) (7) The amount shown may not correlate with the aggregate gains and losses of portfolio securities due to the timing of subscriptions and redemptions of Fund shares. 18 - -------- EIGHTEEN Ratio of Net Distributions Net Asset Net Assets Ratio of Investment from Net Total Value End of Expenses Income (Loss) Portfolio Realized Dividends and End Total Period to Average to Average Turnover Gains Distributions of Period Return(2) (millions) Net Assets(3) Net Assets(3) Rate(2) =============================================================================================================== INTERNATIONAL FUND --------------------------------------------------------------------------------------------------------------- Institutional Shares $- $(0.21) $20.15 22.6% $3,848.5 1.00% (0.02)% 31.69% --------------------------------------------------------------------------------------------------------------- - - 16.63 5.9 3,354.7 1.00(6) 0.73(6) 15.23 --------------------------------------------------------------------------------------------------------------- - (0.13) 15.71 (13.1) 2,975.0 1.01 1.68 37.13 --------------------------------------------------------------------------------------------------------------- - (0.10) 18.24 (6.5) 2,062.0 1.01 1.01 50.67 --------------------------------------------------------------------------------------------------------------- (3.55) (3.55) 19.62 (24.5) 1,486.6 1.03 0.70 72.01 --------------------------------------------------------------------------------------------------------------- (0.54) (0.60) 30.22 66.0 1,136.2 1.08 0.09 99.02 --------------------------------------------------------------------------------------------------------------- (0.24) (0.29) 18.70 17.6 179.6 1.17 0.68 79.41 --------------------------------------------------------------------------------------------------------------- MID CAP FUND --------------------------------------------------------------------------------------------------------------- Institutional Shares $- $- $27.31 17.3% $1,109.3 0.96% (0.55)% 57.36% --------------------------------------------------------------------------------------------------------------- - - 23.28 6.1 929.6 0.98(6) (0.59)(6) 26.52 --------------------------------------------------------------------------------------------------------------- - - 21.96 (1.3) 829.0 1.00 (0.36) 102.85 --------------------------------------------------------------------------------------------------------------- - - 22.24 (16.0) 449.8 1.02 (0.56) 121.14 --------------------------------------------------------------------------------------------------------------- (1.03) (1.03) 26.48 (0.4) 212.2 1.08 (0.29) 153.95 --------------------------------------------------------------------------------------------------------------- The accompanying notes are an integral part of the financial statements. 19 --------- NINETEEN ARTISAN FUNDS, INC. NOTES TO FINANCIAL STATEMENTS - March 31, 2004 (Unaudited) (1) ORGANIZATION: Artisan Funds, Inc. ("Artisan Funds") was incorporated on January 5, 1995, as a Wisconsin corporation and is registered under the Investment Company Act of 1940, as amended. Artisan Funds is a series comprised of seven open- end, diversified mutual funds. Artisan International Fund and Artisan Mid Cap Fund, two series of Artisan Funds, (each a "Fund" and collectively the "Funds") commenced operations on December 28, 1995 and June 27, 1997, respectively. Each Fund's investment objective is to seek long-term capital growth. The Funds offer shares of capital stock of two classes - Institutional Shares and Investor Shares. International Fund and Mid Cap Fund began offering Institutional Shares effective July 1, 1997 and July 1, 2000, respectively. Institutional Shares are sold to institutional investors meeting certain minimum investment requirements. Each class of shares has equal rights with respect to portfolio assets and voting privileges. Each class has exclusive voting rights with respect to any matters involving only that class. Income, non-class specific expenses and realized and unrealized gains and losses are allocated daily to each class of shares based upon the relative net asset value of outstanding shares. Expenses attributable to a particular class of shares, such as transfer agency fees, shareholder communication expenses and registration fees, are allocated directly to that class. Each class of the Funds has an indefinite number of shares authorized with a $0.01 par value. (2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: The following is a summary of significant accounting policies of the Funds, which are in accordance with accounting principles generally accepted in the United States of America. (a) Security valuation - The net asset value ("NAV") of the shares of each Fund was determined as of the close of regular session trading on the New York Stock Exchange ("NYSE") (usually 3:00 p.m., Central time, but sometimes earlier) each day the NYSE was open for regular session trading. NAV was determined by dividing the value of each Fund's securities and other assets, less its liabilities, by the number of outstanding shares of that Fund. In determining NAV, each equity security traded on a securities exchange was valued at the last current sale price as of the time of valuation on the exchange on which the security is principally traded (the "principal exchange"), or lacking any current reported sale on the principal exchange at the time of valuation, at the most recent bid quotation on the principal exchange, except that securities listed on the London Stock Exchange were valued at the London Stock Exchange official closing price, or lacking an official closing price, at the last current sales price as of the time of valuation on the London Stock Exchange, or if neither the official closing price nor a last current sales price was available, at the mean of the most recent bid and asked quotations as of the time of valuation, and each security traded in the Nasdaq Stock Market ("Nasdaq") was valued at the Nasdaq Official Closing Price ("NOCP"), as determined by Nasdaq, or lacking an NOCP, the last current reported sale price was of the time of valuation on Nasdaq, or lacking any current reported sale on Nasdaq at the time of valuation, at the most recent bid quotation on Nasdaq. Short-term investments maturing within sixty days of the valuation date were valued at amortized cost, which approximates market. Securities for which prices were not readily available were valued by a valuation committee at a fair value determined in good faith under consistently applied procedures established by and under the general supervision of the Board of Directors. A price was considered not to be readily available if, among other things, the valuation committee believed that the price determined as described in the preceding paragraph did not reflect a fair value of the security. 20 - ------- TWENTY - -----------------------------------------------NOTES TO FINANCIAL STATEMENTS---- International Fund generally invests a significant portion (and perhaps as much as substantially all of its total assets) in securities traded on a principal exchange outside the United States ("non-U.S. securities") and Mid Cap Fund has the ability to invest in non-U.S. securities (although it did not do so during the period). The markets in which non-U.S. securities trade are sometimes open on days when the NYSE is not open and International Fund does not calculate its NAV, and sometimes are not open on days when the Fund does calculate its NAV. 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 International Fund calculates its NAV. The Artisan Funds valuation committee concluded that a price determined under the Funds' valuation procedures was not readily available if, among other things, the valuation committee believed 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 determination of NAV ("subsequent events"). A subsequent event might include a company- specific development (for example, announcement of a merger that is made after the close of the local market), a development that might affect an entire market or region (for example, imposition of foreign exchange controls by a foreign government), or a potentially global development (such as a terrorist attack that may be expected to have an impact on investor expectations world-wide). Artisan Funds monitored for subsequent events using several tools, including reviewing changes in the values of certain U.S. market indexes and a statistical model used by the Funds to make broad projections of NAV fluctuation based on changes in certain U.S. market indexes and securities prices weighted to reflect each Fund's geographic weightings. A movement of more than a designated magnitude by any of these tools resulted in a meeting of the Artisan Funds valuation committee, which considered whether a subsequent event had occurred and whether local market closing prices continued to represent fair values for potentially affected non-U.S. securities. (b) Income taxes - No provision has been made for federal income taxes since each Fund intends to i) comply with all provisions of subchapter M of the Internal Revenue Code applicable to regulated investment companies and ii) distribute to its shareholders substantially all of its taxable income as well as net realized gains from the sale of investment securities. The Funds may utilize earnings and profits distributed to shareholders on redemption of Fund shares as part of the dividends paid deduction. (c) Portfolio transactions - Security and shareholder transactions are recorded on trade date. Net realized gains and losses on securities are computed on specific security lot identification. (d) Foreign currency translation - Values of investments denominated in foreign currencies are converted into U.S. dollars using a spot market rate of exchange on the day of valuation. Purchases and sales of investments and dividend and interest income are translated to U.S. dollars using a spot market rate of exchange prevailing on the respective dates of such transactions. The portion of security gains or losses resulting from changes in foreign exchange rates is included with net realized and unrealized gain or loss from investments, as appropriate, for both financial reporting and tax purposes. International Fund may enter into forward currency contracts to hedge the foreign currency exposure on open payables and receivables. The forward currency contracts are recorded at market value and any related realized and unrealized gains and losses are reported as foreign currency related transactions for financial reporting purposes. For tax purposes, these foreign exchange gains and losses are treated as ordinary income or loss. International Fund could be exposed to loss if the counterparties fail to perform under these contracts. 21 ---------- TWENTY-ONE - ----NOTES TO FINANCIAL STATEMENTS----------------------------------------------- (e) Repurchase agreements - Each Fund may enter into repurchase agreements with institutions that Artisan Partners Limited Partnership (the "Adviser") has determined are creditworthy pursuant to criteria adopted by the Funds' Board of Directors. Repurchase agreements are recorded at cost and are collateralized in an amount greater than or 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. (f) Securities lending - Each Fund may enter into securities lending transactions with borrowers approved by the Funds' Board of Directors. Income from securities lending transactions is included in Other income on the Statement of Operations. International Fund earned income from securities lending transactions as follows: PERIOD ENDED PERIOD ENDED YEAR ENDED 3/31/04 9/30/03 6/30/03 ---------------------------------------------------------------------- International Fund $113,385 $185,160 $2,995,772 As of March 31, 2004 there were no securities on loan. Each Fund's risks in entering into securities lending arrangements are that the borrower may not provide additional collateral when required or return the securities when due. If the borrower defaults, the Fund may experience delays in selling collateral or the collateral may not be sufficient to cover the value of securities lent. (g) Commission recapture - Each of the Artisan Funds may direct portfolio trades, subject to obtaining best price and execution, to various brokers who have agreed to rebate a portion of the commissions generated. Such rebates are made directly to the applicable Fund as cash payments and are included in Other income on the Statements of Operations as follows: PERIOD ENDED PERIOD ENDED FUND 3/31/04 9/30/03 ---------------------------------------------------------------------- International $1,709,236 $ 226,962 Mid Cap 376,769 - (h) Use of estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates. (i) Indemnifications - In the normal course of business, the Funds enter into contracts in which the Funds agree to indemnify the other party or parties against various potential costs or liabilities. The Funds' maximum exposure under these arrangements is unknown. No claim has been made for indemnification pursuant to any such agreement. (j) Other - Dividend income less foreign taxes withheld, if any, is recorded on the ex-dividend date, except that certain dividends from private placements and foreign securities are recorded as soon as the information becomes available to the Funds. Interest income is reported on the accrual basis. Distributions to shareholders are recorded on the ex-dividend date. Expenses attributable to the Funds are generally allocated to each Fund based on net assets. Expenses attributable to a particular Fund are allocated directly to that Fund. The character of income and net realized gains and losses may differ for financial statement and tax purposes and may result in reclassification of permanent differences among certain capital accounts. 22 - ---------- TWENTY-TWO (3) TRANSACTIONS WITH affiliates: The Adviser, with which the officers and certain directors of Artisan Funds are affiliated, provides investment advisory and administrative services to the Funds. In exchange for these services, each Fund pays a monthly management fee to the Adviser as follows: AVERAGE DAILY NET ASSETS ANNUAL RATE ------------------------- ----------- Less than $500 million 1.000% $500 million to $750 million 0.975 $750 million to $1 billion 0.950 Greater than $1 billion 0.925 Shares of Artisan Funds are offered for sale by Artisan Distributors LLC ("Distributors"). Distributors is wholly-owned by the Adviser. All distribution expenses relating to the Funds are paid by the Adviser. Each Fund also incurs other expenses for services such as maintaining shareholder records and furnishing shareholder statements and reports. During the period ended September 30, 2003, the Adviser agreed to reimburse expenses related to the change in the Funds' fiscal year from June 30 to September 30. These reimbursements are reflected in the Statements of Operations for the period ended September 30, 2003. Each director who is not an interested person of Artisan Funds or the Adviser receives an annual retainer of $60,000, plus a fee for each board or committee meeting attended (other than a committee meeting held on the same day as a board meeting) of $3,000 for an in-person meeting and $500 for a telephonic meeting as well as reimbursement of expenses related to his duties as a director of Artisan Funds. In addition, each chairman of a board committee who is a non-interested director and each non-interested director performing services deemed by the board to be substantially equivalent to those of a committee chair receives a supplemental annual retainer of $5,000. These fees are generally allocated to each Fund in proportion to the Funds' net assets. (4) LINE OF CREDIT ARRANGEMENTS: Artisan Funds is party to a line of credit agreement with State Street Bank and Trust Company, under which each Fund may borrow up to the lesser of (a) $75 million or (b) the lesser of (i) 10% of its total assets (after giving effect to the loan) or (ii) the maximum amount the Fund may borrow under the Investment Company Act, the limitations included in the Fund's prospectus, or any limit or restriction under any law or regulation to which the Fund is subject or any agreement to which the Fund or Artisan Funds is a party; provided that the aggregate borrowings by all Funds may not exceed $100 million. Artisan Funds pays a commitment fee at the annual rate of 0.10% on the unused portion of the line of credit. This fee is allocated to each Fund based on relative net assets. Interest is charged on any borrowings at the current Federal Funds rate plus 0.50%. The use of the line of credit is generally restricted to temporary borrowing for extraordinary or emergency purposes. There were minimal borrowings under the line of credit during the period ended March 31, 2004, and the year ended June 30, 2003. There were no borrowings under the line of credit during the period ended September 30, 2003. (5) INVESTMENT TRANSACTIONS: The cost of securities purchased and the proceeds from the sale of securities (excluding short-term securities) for the period ended March 31, 2004, were as follows: FUND SECURITY PURCHASES SECURITY SALES --------------------------------------------------------------------------- International $3,020,474,794 $3,573,910,335 --------------------------------------------------------------------------- Mid Cap 2,853,142,732 2,344,346,665 --------------------------------------------------------------------------- 23 ------------- TWENTY-THREE - ----NOTES TO FINANCIAL STATEMENTS----------------------------------------------- (6) TRANSACTIONS IN SECURITIES OF AFFILIATES: If one or more of the Funds owns, in the aggregate, 5% or more of the outstanding voting securities of a portfolio company, that company is deemed to be an affiliate of the Funds under the Investment Company Act of 1940. During the period ended March 31, 2004, International Fund held securities of affiliates or purchased and sold securities of affiliates in open market transactions and received dividends from affiliates as summarized below: 3/31/04 SHARE ----------------------- BALANCE PURCHASE SALES REALIZED DIVIDEND SHARE SECURITY 9/30/03 COST COST GAIN/(LOSS) INCOME BALANCE VALUE - ------------------------------------------------------------------------------------------------------------------------------------ Clariant AG 8,999,193 $5,521,021 $18,846,723 $(7,923,084) $- 8,590,222 $121,337,521 - ------------------------------------------------------------------------------------------------------------------------------------ Imperial Chemical Industries PLC 59,764,246 - 55,995,084 (17,624,550) 3,064,723 48,099,946 199,846,558 - ------------------------------------------------------------------------------------------------------------------------------------ Rhodia S.A.(1) 9,177,312 - 30,717,066 (20,866,332) - 6,353,129 19,758,251 - ------------------------------------------------------------------------------------------------------------------------------------ (1) Issuer was no longer an affiliate as of March 31, 2004. (7) INFORMATION FOR FEDERAL INCOME TAX PURPOSES: 9/30/03 GROSS GROSS NET APPRECIATION -------------------------------- COST OF UNREALIZED UNREALIZED (DEPRECIATION) UNDISTRIBUTED UNDISTRIBUTED FUND INVESTMENTS APPRECIATION DEPRECIATION ON INVESTMENTS ORDINARY INCOME LONG-TERM GAIN - ------------------------------------------------------------------------------------------------------------------------------------ International $8,529,485,226 $1,952,994,094 $(292,400,114) $1,660,593,980 $101,850,701 $- - ------------------------------------------------------------------------------------------------------------------------------------ Mid Cap 3,967,657,284 787,128,986 (34,556,084) 752,572,902 - - - ------------------------------------------------------------------------------------------------------------------------------------ The difference between cost amounts for financial reporting and tax purposes is due primarily to timing differences in recognizing certain gains and losses on security transactions. The tax basis of dividends and long-term capital gain distributions paid during the period ended March 31, 2004 and year ended June 30, 2003, capital loss carryovers as of September 30, 2003 and capital loss carryovers utilized during the period ended September 30, 2003 are as follows: PERIOD ENDED PERIOD ENDED 3/31/04 YEAR ENDED 6/30/03 9/30/03 9/30/03 ---------------------------------------------------------------------------------------------------- ORDINARY LONG-TERM ORDINARY LONG-TERM NET CAPITAL CAPITAL LOSS CAPITAL LOSS INCOME CAPITAL GAIN INCOME CAPITAL GAIN LOSS CARRYOVER CARRYOVER FUND DIVIDENDS DISTRIBUTIONS DIVIDENDS DISTRIBUTIONS CARRYOVERS(1) EXPIRATION UTILIZED - ------------------------------------------------------------------------------------------------------------------------------------ International $101,887,241 $- $50,243,215 $- $116,228,014 2008 $- 694,241,382 2009 384,841,928 2010 202,299,105 2011 - ------------------------------------------------------------------------------------------------------------------------------------ Mid Cap - - - - 166,421,032 2009 11,589,556 333,252,323 2010 - ------------------------------------------------------------------------------------------------------------------------------------ (1) Capital gain distributions will resume in the future to the extent gains are realized in excess of the available carryforwards. There were no dividends or long-term capital gain distributions paid during the period ended September 30, 2003. 24 - ----------- TWENTY-FOUR - -----------------------------------------------NOTES TO FINANCIAL STATEMENTS---- (8) FUND SHARE ACTIVITIES: Capital share transactions for the Funds were as follows: INTERNATIONAL MID CAP =================================== =================================== Investor Institutional Investor Institutional Period ended March 31, 2004 Shares Shares Shares Shares =========================================================================================== =================================== Proceeds from shares issued....................... $1,729,934,735 $187,949,605 $1,000,175,050 $53,818,266 Net asset value of shares issued in reinvestment of dividends and distributions ... 54,530,763 38,442,969 - - Cost of shares redeemed........................... (2,119,420,366) (422,639,866) (438,235,442) (39,446,124) ------------------------------------- ------------------------------------- Net increase (decrease) from fund share transactions........................... $(334,954,868) $(196,247,292) $561,939,608 $14,372,142 ===================================== ===================================== Shares sold....................................... 93,240,540 10,027,709 38,636,194 2,175,557 Shares issued in reinvestment of dividends and distributions............... 3,107,166 2,183,019 - - Shares redeemed................................... (115,461,161) (22,912,943) (16,838,970) (1,481,484) ------------------------------------- ------------------------------------- Net increase (decrease) in capital shares......... (19,113,455) (10,702,215) 21,797,224 694,073 ===================================== ===================================== INTERNATIONAL MID CAP =================================== =================================== Investor Institutional Investor Institutional Period ended September 30, 2003 Shares Shares Shares Shares =========================================================================================== =================================== Proceeds from shares issued....................... $1,653,682,408 $222,370,761 $320,410,216 $56,462,660 Net asset value of shares issued in reinvestment of dividends and distributions ... - - - - Cost of shares redeemed........................... (1,607,024,622) (24,062,048) (161,733,175) (6,856,490) ------------------------------------- ------------------------------------- Net increase (decrease) from fund share transactions........................... $46,657,786 $198,308,713 $158,677,041 $49,606,170 ===================================== ===================================== Shares sold....................................... 102,140,758 13,738,314 13,957,902 2,468,566 Shares issued in reinvestment of dividends and distributions............... - - - - Shares redeemed................................... (98,579,720) (1,477,132) (7,041,572) (296,096) ------------------------------------- ------------------------------------- Net increase (decrease) in capital shares......... 3,561,038 12,261,182 6,916,330 2,172,470 ===================================== ===================================== INTERNATIONAL MID CAP =================================== =================================== Investor Institutional Investor Institutional Period ended June 30, 2003 Shares Shares Shares Shares =========================================================================================== =================================== Proceeds from shares issued....................... $ 6,609,449,427 $1,265,372,555 $1,165,389,769 $364,499,717 Net asset value of shares issued in reinvestment of dividends and distributions ... 29,416,168 16,663,234 - - Cost of shares redeemed........................... (6,063,741,583) (141,139,765) (740,991,149) (18,264,478) ------------------------------------- ------------------------------------- Net increase (decrease) from fund share transactions........................... $ 575,124,012 $1,140,896,024 $ 424,398,620 $346,235,239 ===================================== ===================================== Shares sold....................................... 448,720,763 84,658,208 58,902,392 18,444,267 Shares issued in reinvestment of dividends and distributions............... 1,986,215 1,121,348 - - Shares redeemed................................... (410,530,756) (9,434,864) (37,879,947) (921,013) ------------------------------------- ------------------------------------- Net increase (decrease) in capital shares......... 40,176,222 76,344,692 21,022,445 17,523,254 ===================================== ===================================== 25 - ------------ TWENTY-FIVE - ----NOTES TO FINANCIAL STATEMENTS----------------------------------------------- (9) CHANGE IN INDEPENDENT AUDITORS The Board of Directors and the audit committee of the Board of Directors recommended and approved Ernst & Young LLP as the Funds' independent auditors on August 26, 2003. PricewaterhouseCoopers LLP previously served as the Funds' independent auditors. There were no disagreements with the previous independent auditors and an unqualified opinion was issued on the June 30, 2003 financial statements of Artisan Funds. (10) LITIGATION Artisan Funds and the Adviser are defendants in a lawsuit that seeks certification of a plaintiff class consisting of all persons in the United States who held shares in International Fund for a period of more than 14 days during the five years prior to the filing of the lawsuit. The suit seeks compensatory and punitive damages, as well as interest, costs and attorney's fees. The lawsuit alleges, in summary, that Artisan Funds and the Adviser exposed long-term International Fund shareholders to trading by market timers by allegedly (a) failing to properly evaluate daily whether a significant event affecting the value of International Fund's securities had occurred after foreign markets had closed but before the calculation of the Fund's NAV; (b) failing to implement the Fund's portfolio valuation and share pricing policies and procedures; (c) allowing portfolio valuation and share policies and procedures that benefited market timers at the expense of long-term shareholders; and (d) failing to know and implement applicable rules and regulations concerning the calculation of NAV. Artisan Funds and the Adviser intend to defend the lawsuit vigorously. Artisan Funds does not believe that the pending action will have a material affect on the financial statements of any Fund. 26 - ----------- TWENTY-SIX - ----------------------------------------PROXY VOTING POLICIES AND PROCEDURES---- You may obtain a description of Artisan Funds' proxy voting policies and procedures, without charge, upon request by calling 800.399.1770. That information also is included in Artisan Funds' statement of additional information, which is available on the Securities and Exchange Commission's website at http://www.sec.gov. - ------------------------NOTES ON MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE---- The discussions of each Fund included in this Semi-Annual Report include statistical information about the portfolios of each of the Artisan Funds. Except as otherwise noted, that information is as of March 31, 2004; it varies with changes in a Fund's portfolio investments. The performance information for each Fund relative to its benchmark index discussed in this Report was prepared by the Adviser using information reported by FactSet Databases. Artisan Funds may consider an issuer to be from a particular country if (i) its principal securities trading market is in that country; (ii) alone or on a consolidated basis it derives more of its annual revenue from goods produced, sales made or services performed in that country than any other country; or (iii) it is organized under the laws of, or has a principal office in that country. By applying these tests, it is possible that Artisan Funds could deem a particular issuer to be from more than one country. DEFINITIONS OF PORTFOLIO STATISTICS MARKET CAPITALIZATION is the aggregate value of all a company's outstanding common stock. Market capitalization is calculated by FactSet using the price as of the most recent month-end multiplied by the number of shares outstanding as shown in the financial statements of the issuer. MEDIAN MARKET CAP provides a measure of the market capitalization value of the companies in a portfolio. Equal numbers of companies in the portfolio have market capitalizations higher and lower than the median. WEIGHTED AVERAGE MARKET CAP is the average of the market capitalizations of the companies in the portfolio weighted by the size of each company's position within the portfolio. WEIGHTED AVERAGE GROWTH RATE is the average of the 3-5 year forecasted growth rates of each company in the portfolio, weighted by the size of the company's position within the portfolio. WEIGHTED HARMONIC AVERAGE P/E measures the price/earnings ratio of the Fund, excluding negative earners, weighted by the size of the company's position within the portfolio. The earnings figures used are estimates for the current calendar year. DESCRIPTIONS OF INDICES Each Fund's performance is compared in this report to changes in at least two indices - a broad-based index of changes in prices of securities in the market in which the Fund invests and a peer group index of other mutual funds that are categorized by Lipper, Inc., an independent monitor of mutual fund performance, in the same general category as the Fund. All of the indices are unmanaged and their returns include reinvested dividends. Unlike the Funds' returns, the returns of each index, except each Lipper index, do not include the payment of sales commissions or other expenses that would be incurred in the purchase or sale of the securities included in that index. 27 ------------ TWENTY-SEVEN - ----NOTES ON MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE------------------------ The indices to which the Funds are compared are: ARTISAN INTERNATIONAL FUND - MORGAN STANLEY CAPITAL INTERNATIONAL EAFE/R INDEX (EAFE) is a market-weighted index of companies in developed markets, excluding the U.S. and Canada. ARTISAN MID CAP FUND - RUSSELL MIDCAP/R INDEX is a market-weighted index of about 800 medium-sized U.S. companies. The RUSSELL MIDCAP/R GROWTH INDEX is a market-weighted index of those medium-sized companies included in the Russell Midcap/R Index with higher price-to-book ratios and higher forecasted growth values. Each LIPPER INDEX reflects the net asset weighted returns of the 30 largest mutual funds tracked by Lipper in the category reflected in the name of the index. Artisan International Fund and Artisan Mid Cap Fund are included in their respective Lipper indices. TRADEMARKS Trademarks and copyrights relating to the indices and products of portfolio companies mentioned in this report are owned by their respective owners. Except as otherwise indicated, the trademarks, including names, logos, slogans and service marks appearing in this report are the property of Artisan Partners Limited Partnership and may not be copied, reproduced, published or in any way used without written permission. 28 - ------------- TWENTY-EIGHT [LOGO] ARTISAN FUNDS P.O. BOX 8412 BOSTON, MA 02266-8412 800.399.1770 5/28/04 - A4060 ITEM 2. CODE OF ETHICS. Not required for this filing. ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT. Not required for this filing. ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES. Not required for this filing. ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS. Not required for this filing. ITEM 6. SCHEDULE OF INVESTMENTS. Not required for this filing. ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. Not applicable. ITEM 8. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS. Not applicable. ITEM 9. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. None. ITEM 10. CONTROLS AND PROCEDURES. (a) Based on an evaluation of the disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, the "Disclosure Controls") as of a date within 90 days prior to the filing date (the "Filing Date") of this Form N-CSR (the "Report"), the Disclosure Controls are effectively designed to ensure that information required to be disclosed by the registrant in the Report is recorded, processed, summarized and reported by the Filing Date, including ensuring that information required to be disclosed in the Report is accumulated and communicated to the registrant's management, including the registrant's principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. (b) There were no changes in the registrant's internal controls over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) that occurred during the registrant's most recent fiscal half-year that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting. ITEM 11. EXHIBITS. (a)(1) Not required for this filing. (2) Certifications of Andrew A. Ziegler, Principal Executive Officer and Lawrence A. Totsky, Principal Financial Officer, pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)), attached hereto as Exhibits (a)(2)(i) and (a)(2)(ii) (b) Certification of Andrew A. Ziegler, Principal Executive Officer, and Lawrence A. Totsky, Principal Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, attached hereto as Exhibit (b) SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Artisan Funds, Inc. By: /s/ Andrew A. Ziegler ----------------------------------- Andrew A. Ziegler Principal Executive Officer Date: June 4, 2004 ----------------------------------- Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By: /s/ Andrew A. Ziegler ----------------------------------- Andrew A. Ziegler Principal Executive Officer Date: June 4, 2004 ----------------------------------- By: /s/ Lawrence A. Totsky ----------------------------------- Lawrence A. Totsky Principal Financial Officer Date: June 4, 2004 -----------------------------------