Code of Ethics at a Glance

Definitions

Fiduciary Duty to Clients and Related Principles

Covered Persons Under the Code of Ethics

Disclosure and Certification Requirements

INITIAL DISCLOSURE OF ACCOUNTS, HOLDINGS AND CERTIFICATIONS

ANNUAL DISCLOSURE OF ACCOUNTS, HOLDINGS AND CERTIFICATIONS

QUARTERLY TRANSACTION DISCLOSURES

Conducting Personal Securities Transactions

CODE OF ETHICS REPORTING AND PRECLEARANCE CHART

PRECLEARANCE EXEMPTIONS FOR CERTAIN SECURITY TYPES

EXEMPTIONS FOR CERTAIN ASSOCIATES

BLACKOUT PERIOD FOR INVESTMENT PERSONS

Special Provisions Applicable to Transactions in APAM Securities

APAM BLACKOUT PERIODS

TRANSACTIONS IN APAM SECURITIES SHOULD BE REPORTED TO COMPLIANCE WITHIN 24 HOURS

SHORT SALES OF APAM SECURITIES PROHIBITED

HEDGING OF APAM SECURITIES PROHIBITED

RESTRICTIONS ON HOLDING APAM SECURITIES IN MARGIN ACCOUNTS

RISKS OF HOLDING APAM SECURITIES IN DISCRETIONARY ACCOUNTS

RESTRICTIONS ON PLEDGING OF APAM SECURITIES

TRANSFER OF APAM SECURITIES BETWEEN BROKERAGE ACCOUNTS

ADDITIONAL RESTRICTIONS AND OBLIGATIONS APPLICABLE TO APAM’S EXECUTIVE OFFICERS

PRECLEARANCE AND BLACKOUT PERIOD EXEMPTION FOR APPROVED 10B5-1 PLAN

Prohibited and Restricted Activities

INSIDER TRADING PROHIBITED

RESTRICTIONS ON COMMUNICATION OF NON-PUBLIC INFORMATION

TRANSACTIONS IN SECURITIES ON APPLICABLE RESTRICTED LIST(S) PROHIBITED

RESTRICTIONS ON CERTAIN TRANSACTIONS WITH CLIENTS

APPROVAL REQUIRED FOR PARTICIPATION IN INITIAL PUBLIC OFFERINGS

APPROVAL REQUIRED FOR PARTICIPATION IN PRIVATE PLACEMENTS

LIMITATIONS ON INVESTMENTS IN PUBLICLY TRADED COMPANIES

FRONT RUNNING PROHIBITED

SPREAD BETTING PROHIBITED

EXCESSIVE SHORT-TERM SECURITIES TRADING IN NON-EXEMPT SECURITIES IS PROHIBITED

HIGH-RISK TRADING ACTIVITIES

PERSONAL SECURITIES TRANSACTIONS WITH CERTAIN BROKERS OR DEALERS PROHIBITED

Other Code Requirements

AMENDMENTS TO THE CODE

REGULATORY CONDUCT DISCLOSURE

CHANGES IN IMMEDIATE FAMILY MEMBER EMPLOYMENT

SERVICE AS A BOARD DIRECTOR, BOARD MEMBER, MANAGER, MANAGING MEMBER OR TRUSTEE

OUTSIDE FINANCIAL INTERESTS AND OUTSIDE BUSINESS ACTIVITIES

Requirement to Preserve Confidentiality

26

Enforcement of the Code and Consequences for Failure to Comply

26

Individual Exemptions

27

Other Relevant Policies

Although not formally part of this Code, Artisan Partners and its affiliates maintain a number of policies and procedures governing associate conduct. These include, among others:

o  Artisan Partners Policy on Gifts & Business Entertainment

o  Artisan Partners Pay to Play Policy

o  The APAM Code of Business Conduct

o  The APAM and Artisan Partners Funds Whistleblower Policies

o  The Artisan Partners Information Barrier Policy

These policies and procedures may be accessed through the Artisan Partners Policy Portal

Quick Access Guide

§   Definitions

§   Reporting and Preclearance Chart

§  FIS ECM Application

§  APAM Blackout Period Calendar

Definitions

Beneficial Interest

or Ownership

Your or your Immediate Family member’s direct or indirect opportunity to profit or share in any profit derived from a transaction in a security. In general, the definition of “beneficial ownership” under section 16 of the Securities Exchange Act of 1934 will be applied to determine if you have a beneficial interest in a security.

Person(s) designated by Artisan Partners Limited Partnership, Artisan Partners UK LLP, Artisan Partners Funds and/or Artisan Partners Distributors to fill the role for each entity. References to the Chief Compliance Officer also include, for any function, any person designated by the Chief Compliance Officer as having responsibility for that function subject to the Chief Compliance Officer’s supervision.

Reports relating to the Personal Securities Transactions of the Chief Compliance Officer shall be delivered to another member of the Compliance Team or to the Chief Legal Officer of the firm. The Chief Compliance Officer or another person to whom authority to approve Personal Securities Transactions has been granted under the Code may not approve his or her own Personal Securities Transactions; such transactions must be approved by someone else with such authority.

Person as is designated by Artisan Partners Asset Management. References to the Chief Legal Officer also include, for any function, any person designated by the Chief Legal Officer as having responsibility for that function and subject to the Chief Legal Officer’s supervision.

You have “Control” or “Investment Control” over a security or an account if you have, directly or indirectly, the ability to engage in a transaction in the security/account or the ability to direct that a transaction occur in a security/account. You may be deemed to have investment control over a security even if you do not have a beneficial interest in the security. Examples of investment control include a person acting as an executor or personal representative of an estate or a person who has investment discretion, but does not include accounts you manage in connection with your Artisan Partners employment.

§  officers, employees, and partners of Artisan Partners Asset Management Inc. (APAM) and its affiliates including, without limitation, Artisan Partners Limited Partnership (Artisan US), Artisan Partners UK LLP (APUK), Artisan Partners Hong Kong Limited, Artisan Partners Asia-Pacific PTE, Ltd., Artisan Partners Australia Pty Ltd, APEL Financial Distribution Services Limited (AP

Europe), and Artisan Partners Distributors LLC (collectively Artisan Partners);

§  interested directors of Artisan Partners Funds, Inc. (Artisan Funds) and Artisan Partners Global Funds plc (Artisan Global Funds) who are not otherwise subject to another code of ethics adopted by Artisan Funds or Artisan Global Funds; and

§  certain persons identified by Compliance who are under contract with and regularly working on the premises of Artisan Partners (such as a temporary employee, independent contractor, or consultant).

An account of any Covered Person, held either alone or with others, over which a person (such as an investment adviser or trustee) who is not the Covered Person or an Immediate Family Member exercises investment discretion.

Securities that have been identified as exempt from reporting by Artisan Partners. Exempt Securities are:

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

(ii) shares of U.S. open-end mutual funds that are not Clients;

(iii) interests in certain unit trusts, open-ended investment companies, and unit-linked life and pension interests held through the APUK or AP Europe pension plans to the extent these securities have been identified as exempt from reporting by the Compliance team; and

(iv) bank certificates of deposit, banker’s acceptances, repurchase agreements or commercial paper.

“Federal Securities Laws” means the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, the Investment Company Act of 1940, the Investment Advisers Act of 1940, Title V of the Gramm-Leach-Bliley Act, any rules adopted by the Securities and Exchange Commission under any of these statutes, the Bank Secrecy Act as it applies to mutual funds, and any rules adopted thereunder by the Securities and Exchange Commission or the Department of the Treasury.

Includes all family members who share the same household, including but not limited to, a domestic partner, spouse, son, or daughter (including a legally adopted child, foster child or child who is a tax dependent), stepson or stepdaughter, son-in-law,

daughter-in-law, parent, grandparent, stepfather or stepmother, mother-in-law or father-in-law, and siblings or siblings-in-law, or any descendants of any of the foregoing persons.

Covered Person who is a portfolio manager, analyst, research associate, research assistant, trader, or any other Covered Person in a similar capacity who provides information, research analysis, or advice with respect to the purchase or sale of securities.

Any security type not specifically defined as an Exempt Security.

A transaction in a reportable security (including the “gifting” of a security) in which the Covered Person has beneficial interest or over which the Covered Person has Investment Control.

Offering of securities in which the issuer relies on an exemption from the registration provisions of the U.S. federal securities laws or comparable non-U. S. regulatory scheme, and usually involves a limited number of sophisticated investors and a restriction on resale of the securities. Examples are private investments in public equity securities (PIPES), hedge funds, private funds, “crowdfunding” investments, private funds, private partnerships or limited liability companies, Initial Coin Offerings, offerings of security tokens and similar investments or transactions.

Reportable

Accounts

Any brokerage or other investment account in which you or an Immediate Family Member have a Beneficial Interest or Investment Control and which holds or could hold a security subject to reporting under the Code.

Covered Persons must at all times adhere to the following standards of conduct:

§   Clients Come First—The interests of Clients must always come first, as Clients deserve Artisan Partners’ undivided loyalty and unbiased effort. All Covered Persons must recognize and respect the interests of Clients, particularly with regard to their personal investment activities and any potential conflict with Client interests that may arise in connection with such activities. Covered Persons must not conduct a personal securities transaction in a manner that interferes with Client transactions. Covered Persons must not take inappropriate advantage of their positions and access to information that comes with such positions. Covered Persons should not seek to influence Client investments based on personal interests.

APAM Code of Business Conduct

All associates must:

§   Act with integrity, including being honest and candid, while maintaining the confidentiality of information where required or consistent with the Company’s policies;

§  Observe both the form and spirit of laws, rules, regulations, accounting standards and Company policies; and

§  Adhere to a high standard of professional ethics.

Clients Come First—The interests of Clients must always come first, as Clients deserve Artisan Partners’ undivided loyalty and unbiased effort. All Covered Persons must recognize and respect the interests of Clients, particularly with regard to their personal investment activities and any potential conflict with Client interests that may arise in connection with such activities. Covered Persons must not conduct a personal securities transaction in a manner that interferes with Client transactions. Covered Persons must not take inappropriate advantage of their positions and access to information that comes with such positions. Covered Persons should not seek to influence Client investments based on personal interests.

Compliance with Applicable Law—Covered Persons must comply with all applicable laws and regulations, including the Federal Securities Laws and the applicable laws of any country in which Artisan Partners operates.

Observe the Spirit of the Code—Artisan Partners expects that Covered Persons will comply with not only the letter but also the spirit of the Code and strive to avoid even the appearance of impropriety. Covered Persons should promptly notify Compliance if there is any reason to believe that an error or exception under the Code has occurred or is about to occur.

of this Code are grandfathered into this electronic data feed requirement, but any new accounts established after the date of this Code must be maintained with firms that provide an electronic data feed. At the discretion of Compliance, Covered Persons may be permitted to maintain accounts with brokerage firms that do not offer an electronic data feed.

Initial Disclosure of Accounts, Holdings and Certifications

No later than 10 days after hire or of otherwise becoming a Covered Person, you must:

§   Disclose Your Reportable Accounts—identify to Artisan Partners each of your Reportable Accounts.

§   Disclose Your Holdings— disclose all your personal

Am I required to report accounts over which neither I nor an Immediate Family Member exercise investment control, such as a blind trust or managed account?

Yes, you should report to us known accounts over which you or your Immediate Family Member are beneficial owners, even if you exercise no direct or indirect influence or control over it. Compliance may determine that reporting of securities transactions is not required if you affirm that you have no direct or influence on investment decisions and have no knowledge of proposed transactions in the account.

holdings of securities that are Non-exempt Securities. All the information you report must be no more than 45 days old. Artisan Partners Funds, Artisan Partners Global Funds, Artisan Partners collective investment trusts, Artisan Partners private funds and other funds that are Clients of Artisan Partners are Non-exempt Securities and are required to be reported.

Complete Certain Other Forms and Certifications, including but not limited to, the following:

○   an acknowledgement of receipt of this Code, the APAM Code of Business Code, and each other policy that Artisan Partners asks you to acknowledge;

○   disclosures regarding your outside business activity;

○   disclosures regarding your Immediate Family Members, including if an Immediate Family Member is employed by an investment adviser or securities broker-dealer or is employed by any company that he or she knows does business, or is actively seeking to do business, with Artisan Partners; and

How do I submit my initial disclosure forms and certifications?

Initial disclosure forms and certifications are generally submitted electronically through FIS Employee Compliance Manager (ECM). Artisan Partners Associates may access ECM through the following link: FIS ECM. For questions or assistance, please call the Code of Ethics hotline.

a regulatory conduct disclosure questionnaire.

Holdings of Exempt Securities.

Securities held directly in an Artisan Partners Funds, Artisan Partners Global Funds, Artisan collective investment trust and Artisan Private Funds account because records for these accounts are maintained in Artisan Partners’ systems. You must disclose your interest in the account itself.

an acknowledgement of receipt of this Code, the APAM Code of Business Conduct, and each other policy that Artisan Partners asks you to acknowledge;

disclosures regarding your outside business activity;

disclosures regarding your Immediate Family Members, including if an Immediate Family Member is employed by an investment adviser or securities broker-dealer or is employed by any company that he or she knows does business, or is actively seeking to do business, with Artisan Partners; and a regulatory conduct disclosure questionnaire.

Covered Persons must disclose all Personal Securities Transactions during a calendar quarter to Compliance no later than thirty days after the end of the quarter. The disclosure must contain all information required in the form requested by Compliance, including name of the broker, as-of date of the transaction, nature of the trade (e.g., purchase or sell), and as applicable, the ticker or CUSIP, interest rate, maturity date, number of shares, and principal amount of each Non-exempt Security.

Am I required to provide a quarterly report if my broker provides duplicate statements?

No. In most cases, confirmations or statements are sufficient and separate quarterly reports are not required.

Covered Persons need not provide quarterly disclosures regarding the following security and transaction types:

§  Transactions in Exempt Securities

§  Automatic Investment Plans (AIP). Automatic securities transactions, other than transactions in securities issued by APAM, in which regular periodic purchases (or withdrawals) are made in (or from) an investment account on a predetermined schedule and allocation. An automatic investment plan includes an issuer’s dividend reinvestment plan (DRP) and the automatic reinvestment of dividends or income occurring in an investment account. Note the following:

o   Establishment of such an AIP and sales of securities acquired through an AIP must be precleared,

o   Reportable securities transactions conducted through an AIP are exempt from quarterly transaction reporting but must be included in initial and annual holdings reporting.

Am I required to report new brokerage and investment accounts?

Yes, notify Compliance promptly (generally within 30 days of calendar quarter end) of the opening of a new brokerage or investment account for yourself or Immediate Family Members. Do not assume your broker will proactively link the account or send duplicate statements. New brokerage or investment accounts must be opened with a feed broker. A list of “Brokers with Feeds” can be found on PTA in the Documents section.

If an application form asks if you are associated with a broker-dealer or FINRA member firm, choose “yes”. Contact Compliance if an authorization letter from Artisan Partners is required to open the account.

Artisan Partners Funds, Artisan Partners Global Funds, Artisan Partners collective investment trusts and Artisan Partners private fund accounts held directly with the product’s administrator or custodian.

the security is on an applicable restricted list;

there is a conflicting order pending in that security; or

the proposed transaction is during a Blackout Period, as discussed below.

How do I preclear a Personal Securities Transaction?

§   Access FIS Employee Compliance Manager (ECM)

§   Enter the details of the proposed transaction and submit the request. Each security must be entered separately.

§   Don’t execute the trade until you receive a subsequent ECM-generated approval e-mail for each individual preclearance request.

§  Check the details of your approval and make sure your order is for the same security and direction as the approval you received.

§  Only execute your trade during the approval window (the day of approval plus the following two business days unless otherwise notified by Compliance).

Code of Ethics Reporting and Preclearance Chart

Investment persons may have additional team-specific reporting and preclearance requirements. Contact the Code of Ethics Team regarding security types not named below or with any questions.

 SECURITY TYPE

Funds

Artisan Partners Funds

Artisan Partners Global Funds

Artisan private funds

Artisan collective investment trusts

Artisan client sub-advised funds

Single Stock ETFs, ETNs, and ETPs

Index ETFs and index ETF options

Non-U.S. Registered Funds¹

U.S. Mutual Funds

Hedge funds, private equity funds,
venture capital funds and other
nonaffiliated private funds

Equities

APAM securities

Common, preferred, and convertible stock

IPOs

Private investments, private placements

Non-Artisan employer stock/fund/options

Fixed Income/Bonds

Corporate Bonds

Municipal securities

U.S. government agency issues

  SECURITY TYPE

Direct obligations of the U.S. Government
(i.e., T-bills, T-notes, T-bonds, Treasury
Strips)

Options

Options (Non-exempt securities) *

Options (Exempt securities)

Additional Activities and Security Types

Automatic investment plan (AIP) initiation
on a Non-exempt Security

Discretionary or managed account
securities trades

529 plans (no Artisan Partners advised or
sub-advised funds held)

529 plans (Artisan Partners advised or
sub-advised funds held)

Crypto Assets

Cryptocurrency (Bitcoin, Ethereum, etc.)

Other crypto assets (NFTs, Unit Trusts,
initial coin offerings, etc.)⁴

Purchases and sales of securities that are non-volitional on the part of the Covered Person or Immediate Family Member, including:

purchases or sales upon the exercise of puts or calls written by such person where the purchase or sale is effected based on the terms of the option and without action by the Covered Person or his or her agent (note: the writing of the option must be precleared); and

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

A transaction in a Discretionary Account if the Covered Person:

has previously identified the Discretionary Account to Compliance;

will not directly nor indirectly influence or control any particular transaction in the account;

has affirmed that he or she will not know of proposed transactions in that account until after they are executed; and

does not, in fact, know of the proposed transactions in that account until after the transaction has been executed.

Under certain circumstances involving instances in which an Immediate Family Member receives or is offered an opportunity to acquire an equity interest in that person’s employer or an affiliate as the result of a bona fide employment relationship and not because of a Covered Person’s relationship with Artisan Partners or Clients.

The following principles apply:

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

Transactions that are initiated by the Immediate Family Member must be precleared in advance.

Even if an Immediate Family Member’s acquisition of a security was exempt from preclearance, preclearance will be required for any sale of the security initiated by the Immediate Family Member.

the opening of regular session trading on the New York Stock Exchange on the second trading day after the day on which APAM releases its earnings for that fiscal period. The Chief Legal Officer may modify the dates on which the Quarterly Blackout Period begins and ends with respect to a specific quarter for either all or some portion of Covered Persons, in their discretion.

How do I know whether I am considered an APAM Designee?

The Legal or Compliance team will notify all associates who are APAM designees.

You can also contact the Code of Ethics hotline with any questions.

The Chief Legal Officer may designate additional blackout

Personal Securities Transactions in APAM securities should be reported to Compliance within 24 hours.

Short Sales of APAM Securities Prohibited

Covered Persons may not, directly or indirectly, sell any APAM equity security short (that is, sell an APAM equity security when the Covered Person does not own it), or sell short against the box (that is, sell an APAM equity security when the Covered Person owns the security sold but does not deliver it).

Hedging of APAM Securities Prohibited

Covered Persons may not hedge their exposure to the economic consequences of ownership of APAM securities. For the avoidance of doubt, ownership of equity interests in a subsidiary or affiliate of Artisan Partners is not prohibited by the Code.

How do I make sure my APAM transactions are reported to Compliance within 24 hours?

For accounts established at Schwab through Human Capital in the context of an equity award, the Compliance team generally receives direct electronic trade confirmations that satisfy the 24-hour notification requirement.

For all other accounts, the notification process depends on whether or not your broker has provided Compliance with an electronic feed of trade confirmations. If your broker has provided such a feed, you may generally rely on the confirmation to satisfy the notification requirement. If not, you must notify Compliance.

has been reviewed and approved by the Chief Legal Officer at least ten days in advance of being entered into (or, if revised or amended, the revisions or amendments have been reviewed and approved by the Chief Legal Officer at least ten days in advance of being entered into);

provides that no trades may occur thereunder until the expiration of the applicable cooling-off period as specified in Rule 10b5-1(c)(ii)(B), and no trades occur until after that time. The required cooling-off period will apply to the entry into a new 10b5-1 plan and any revision or modification of a 10b5-1 plan;

was entered into in good faith by a Covered Person, and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1, at a time when such person was not in possession of material non-public information about APAM and, if the Covered Person is a director or officer, the 10b5-1 plan must include representations by the Covered Person certifying to that effect; and;

either: (i) gives a third party the discretionary authority to execute purchases and sales of securities of APAM, outside the control of the Covered Person, so long as the third party does not possess any material non-public

information about APAM; or (ii) explicitly specifies the security or securities to be purchased or sold, the number of shares, the prices and/or dates of transactions, or other formula(s) describing such transactions;

is the only outstanding Approved 10b5-1 Plan entered into by the Covered Person (subject to the exceptions set out in Rule 10b5-1(c)(ii)(D)).

You may not engage, directly or indirectly, in any transaction (either a Personal Securities Transaction or a transaction for a Client) involving the purchase or sale of any security, including any security issued by APAM, on the basis of “material,” “non-public” information. Please note that regulators have prosecuted individuals on a theory of “shadow trading”, which could include trading in the securities of one company (Company A) on the basis of non-public information that is specific to another company (Company B), but where the non-public information about Company B is material to the price of Company A’s securities. This could be as a result of the companies being competitors in the same industry or linked economically in some other way (e.g. supplier and manufacturer).

Are there any special considerations to keep in mind with respect to insider trading laws outside the U.S.?

Yes. You should keep in mind that insider trading laws vary from country to country, and that local authorities can and do assert their jurisdiction over particular transactions regardless of where a buyer or seller of securities resides. Transactions in a U.K. listed security, for example, can be the basis for an action against a U.S. resident who trades on the basis of material non-public information.

Quarterly and year-end earnings and significant changes in financial performance, outlook, or liquidity (including, in the case of APAM, levels of or changes in assets under management, cash flows and pipeline information);

Changes in debt ratings;

Projections that significantly differ from external expectations;

Stock splits, public or private securities offerings, or changes in dividend policies or amounts;

Significant developments involving corporate relationships;

Proposals, plans or agreements, even if preliminary in nature, of a pending or proposed merger, acquisition, divestiture, recapitalization, strategic alliance, licensing arrangement or purchase or sale of substantial assets;

Actual or threatened major litigation or developments relating to the resolution of such litigation;

Events having a significant regulatory effect or involving significant regulatory intervention;

Events that may result in the creation of a significant reserve or write-off or other significant adjustment to a company’s financial statements; and

§  Significant changes in senior management.

§   Non-public information” is information that is not generally known or available to the public. The fact that information has been disclosed to a few members of the public does not make it public for insider trading purposes. Information becomes “public” when (i) it is disclosed in a way designed to achieve broad dissemination to the investing public generally, without favoring any special person or group, and (ii) there has been adequate time for the public to digest that information. Examples of broad dissemination include press releases, filings with the Securities and Exchange Commission and meetings, conference calls or webcasts that are open to the public. Non-public information may include, for example:

§  Information available to a select group of analysts or brokers or institutional investors;

§  Undisclosed facts that are the subject of rumors, even if the rumors are widely circulated;

§  Information that has been entrusted to a company or a person on a confidential basis until a public announcement of the information has been made and enough time has elapsed for the market to respond to a public announcement; or

What should I do if I inadvertently receive material non-public information?

If you think that you might have inadvertently received material, non-public information from any source, you should take the following steps:

§  Report the information immediately to the Chief Legal Officer or to another attorney in Legal.

§  Do not purchase or sell any securities potentially impacted by the information on behalf of yourself or others, including Clients, until Artisan Partners has made a determination as to the need for trading restrictions.

§  Do not communicate the information inside or outside Artisan Partners (even to your manager) other than to the Chief Legal Officer or to another attorney in the Legal Department.

After review of the issue, Artisan Partners will determine whether any trading restrictions apply and what action, if any, the firm should take.

§  Information obtained from alternative data sources (e.g., social media, credit card providers, geolocation services) under certain circumstances, particularly when there are questions around ownership rights in or consent with respect to use of the information.

§  Confidential information obtained from expert networks services that provide access to industry specialists, corporate executives, vendors, suppliers, physicians, consultants or analysts.

No Covered/Exempt Person may communicate non-public information to others in violation of the law, any firm policy, or any duty of confidentiality owed to a third-party. Conversations containing such information, if appropriate at all, should be conducted in private. The “tipping” of material, non-public information to a third-party in violation of a duty of confidentiality raises special issues under the insider-trading laws, and is expressly prohibited under this Code. Simply recommending someone buy, sell or hold a security based on material non-public information could be considered “tipping”.

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

How do I know if a particular company is included on an Artisan Partners Restricted List(s)?

Compliance does not publish the contents of the Restricted List(s) because, under certain circumstances, the inclusion of a particular name could itself convey material non-public information. You should preclear all of your Personal Securities Transactions as required under the Code. Compliance uses the preclearance process to ensure that requests to trade securities of issuers on an applicable Restricted List are denied.

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

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

an opportunity made available to the person’s Immediate Family Members sharing the same household, in circumstances permitting Compliance reasonably to determine that the opportunity is not being made available indirectly because of the person’s relationship with Artisan Partners or its Clients (for example, because of the Immediate Family Member’s employment).

whether the investment opportunity should be reserved for Clients;

whether the opportunity has been offered because of the person’s relationship with Artisan Partners or its Clients;

whether the investment is in a pooled vehicle or an operating company;

the size of the proposed investment in relation to the total offering and in relation to the total equity ownership of the entity in which the Covered Person seeks to invest;

the rights to be granted to the Covered Person as a result of the investment;

the amount of business involvement the Covered Person would have after the investment has been made; and

the degree to which the Covered Person may be deemed to have control over the entity after the investment has been made.

Investment by a Covered Person in a private fund that is not managed by Artisan, requires prior approval by Compliance before making a commitment to the private fund. Further approval is not required each time a private fund draws on capital where the Covered Person’s commitment was previously approved. Additional commitments by a Covered Person must be approved prior to making the additional commitment. A non-volitional sale of a Covered Person’s investment in such a private fund (e.g., a sale due to a fund divestiture or liquidation) is not subject to prior approval. Volitional redemptions or sales by a Covered Person from a private fund are subject to prior approval by Compliance.

Most private investments are not subject to quarterly transactions reporting; however, all private investments are subject to annual holdings reporting requirements.

Limitations on Investments in Publicly Traded Companies

No Covered Person may knowingly own more than 5% of a public company’s outstanding shares without prior written approval from Compliance.

My spouse’s employer has offered him/her a stake in their company, and the company is private. Is prior written approval required?

The requirement to obtain written approval prior to the acquisition of a private placement does not apply to the acquisition by a Covered Person’s Immediate Family Member of an ownership interest in that person’s employer or an affiliate of the employer, provided that the acquisition is non-volitional and is the result of that person’s bona fide employment relationship and is not a result of a Covered Person’s relationship with Artisan Partners or Clients.

Any volitional acquisitions, such as participation in an employer’s stock purchase plan, require prior approval by Compliance. All acquisitions require disclosure as part of the quarterly reporting process and the ownership interest should be disclosed as part of the initial and annual holdings reports. Subsequent dispositions of the interest are subject to preclearance.

Front Running Prohibited

Covered Persons are prohibited from inappropriately using proprietary or confidential information obtained while associated with Artisan Partners for their personal benefit. For example, no Covered Person may engage in a Personal Securities Transaction in a security based on advance knowledge that Artisan Partners is effecting or will be effecting a purchase or sale of the security on behalf of a Client.

may present such a conflict of interest. Thereafter, Covered Persons must obtain Compliance approval prior to acquiring any such interests or engaging in any such activities. Covered Persons seeking such approval should contact the Compliance team or an attorney in the Legal Department.

Covered Persons are prohibited from providing consulting services to non-Artisan entities for pay or on a voluntary basis, such as those offered through expert networks, without seeking prior approval from

What are some examples of outside interests that may give rise to a conflict?

Examples of outside interests or activities that may give rise to a conflict of interest include where a Covered Person holds a substantial interest in a company that has dealings with Artisan Partners either on a recurring or “one-off” basis, or where a Covered Person has an employment relationship or position with a potential Client or vendor of Artisan Partners.

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

the identity of and all information concerning Clients and shareholders of Clients;

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

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